TCR_Public/010504.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, May 4, 2001, Vol. 5, No. 88

                            Headlines

ALARIS MEDICAL: Moody's Cuts Senior Debt Ratings To Junk Levels
ALLIN CORPORATION: Posts Weak First Quarter Results
ARMSTRONG: Mannington Mills Moves To Continue Patent Litigation
ARMSTRONG WORLD: Court Establishes August 31 Claims Bar Date
ATLANTIC GULF: Engages Ahern & Partners As Restructuring Advisor

BYEBYENOW.COM: Withdraws Lawsuit Against Worldspan
DEL MONTE: Fitch Rates New Senior Credit Facility at BB-
DIGITAL FUSION: Further Delays Filing Annual Report With SEC
E.GREETINGS: Bid4Assets & Schottenstein Auctioning Excess Assets
ENLIGHTEN SOFTWARE: Shares Subject To Nasdaq Delisting

FINOVA GROUP: Files Joint Plan of Reorganization in Wilmington
FOCUS ENHANCEMENTS: Posts $12 Million Net Loss In 2000
FRUIT OF THE LOOM: Selling Ruban Assets To Coker International
GPN NETWORK: Restructures & Looks for Strategic Partner/Merger
GRAND COURT: Leslie Goodman Resigns From Board of Directors

GREATER SOUTHEAST: Disclosure Statement Hearing Is On May 21
ICG COMM.: Obtains Approval Of Arthur Andersen's Employment
LERNOUT & HAUSPIE: Kemper Indemnity Asks For Relief From Stay
LERNOUT & HAUSPIE: Deadline for Filing Claims Is On June 11
MARINER POST-ACUTE: Nexion Acquires Rockford Facility For $250K

MIDLAND FOOD: Seeks 90-Day Extension Of Time To Decide On Leases
NATURAL WONDERS: Disclosure Statement Hearing Set For May 21
ONLINECHOICE.COM: Files Chapter 7 Petition in Pittsburgh
PACIFIC GAS: Court Approves Berger's Employment As Claims Agent
PG&E CORPORATION: Reports First Quarter Financial Results

PILLOWTEX CORP.: Wants To Employ Cushman As Real Estate Agent
PLAY-BY-PLAY: Receives Notice of Delisting From Nasdaq
RAYTHEON COMPANY: Fitch Changes Outlook To Stable From Negative
REPUBLIC TECHNOLOGIES: Wins Final Court Nod On $420MM Financing
RIDGEVIEW, INC.: Hires Atlas Partners for Property Disposition

SAFETY-KLEEN: J. Burrell Seeks Stay Relief To Pursue PI Claim
SAFETY-KLEEN: Appoints Ronald Rittenmeyer As New Board Member
STELLEX TECHNOLOGIES: Wants More Time To Assume & Reject Leases
SUN HEALTHCARE: Rejecting Two CareMatrix Executory Contracts
SUNBEAM CORP.: Andersen Firm to Pay $110MM to Settle Fraud Suit

TITANIUM METALS: Reports Narrower Net Loss In First Quarter 2001
TRANSWESTERN: Moody's Reviews Ratings For Possible Downgrade
UNOVA INC.: Fitch Downgrades Senior Debt Rating To CCC From B+
VIATEL INC.: Files Chapter 11 Petition in Wilmington
VIATEL INC.: Case Summary & 20 Largest Unsecured Creditors

VIATEL: Nasdaq Halts Shares Trading & Asks For More Information
VLASIC FOODS: Retains Goldin As Restructuring Consultant
W.R. GRACE: Honoring Prepetition Customs Duties & Brokers' Fees
WHEELING-PITTSBURGH: U.S. Trustee Balks At McDermott's Retention
WINSTAR COMMUNICATIONS: Obtains Injunction Against Utilities

BOOK REVIEW: THE BIG BOARD: A History of the New York Stock
              Market

                            *********

ALARIS MEDICAL: Moody's Cuts Senior Debt Ratings To Junk Levels
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Alaris
Medical Inc. and its operating subsidiary, Alaris Medical
Systems, Inc. Said ratings are:

Alaris Medical, Inc.:

      * $189 million 11.125% Senior Discount Notes due 2008, to
        Caa2 from Caa1

      * Senior Implied Rating, to B2 from B1

      * Senior Unsecured Issuer Rating, to Caa2 from Caa1


Alaris Medical Systems, Inc.:

      * $180 million Senior Secured Credit Facility, to
        B2 from B1

      * $200 million 9.75% Senior Subordinated Notes due 2006, to
        Caa1 from B2

The outlook for the ratings remains stable, while approximately
$569.0 million of debt securities are affected.

The downgrades reflect the deterioration in Alaris's credit
profile and performance through FYE 2000 according to Moody's.
Revenues are said to have remained relatively stagnant as a
result of declining prices, adverse foreign exchange movements
and, to a greater extent, the loss of market share (as measured
by installed base of pumps) to competitors. Moody's related that
even though the company's products are, in general, more
technologically advanced than its competitors, Baxter
International, Inc. and Abbott Laboratories, Inc. have been
offering volume discounts to customers based on bundled
purchases and have been gaining market share.

Accordingly, Alaris's margins have also declined in recent
years. Pricing has been hurt due to the financial pressures
experienced by providers. The company has also experienced
manufacturing problems (most recently, a shortage of components)
and increasing labor cost at its plant in Mexico, reported
Moody's.

ALARIS Medical, Inc., is based in San Diego, CA. Through its
subsidiary ALARIS Medical Systems, Inc., it is a leading
provider of infusion systems and patient monitoring products.


ALLIN CORPORATION: Posts Weak First Quarter Results
---------------------------------------------------
Allin Corporation (Nasdaq: ALLN), a solutions-oriented
information technology consulting company, announced financial
results for the three months ended March 31, 2001.

Revenue for the three months ended March 31, 2001 was $5.4
million compared to $7.1 million for the three months ended
March 31, 2000. The net loss attributable to common shareholders
for the three-month period ended March 31, 2001 was $1.2 million
($0.17 per share), compared to $134,000 ($0.02 per share) for
the same period of the prior year.

Commenting on the financial results for the quarter, Rich
Talarico, Allin's chief executive officer, stated, This is a
difficult time in the technology consulting industry in general
and our results are no exception. The positive aspect of the
Company's first quarter results is that revenue from the
Company's solution-oriented consulting services was up 27% from
the first quarter of last year. However, this increase in
revenue was more than offset by continued reductions in legacy
technology consulting services. We trimmed expenses during the
latter part of the first quarter to address the declining
revenue and may take additional actions if necessary to stem
further declines in operating cash flow. We are aggressively
competing in all of our markets and continue to perform high
quality work for our clients, as demonstrated by the recent
awards of Microsoft Gold Partner status in both our Northern
California and Pittsburgh offices. We are confident that the
Company's financial results will improve in the latter part of
this year as we begin work on the Carnival interactive media
integration projects we announced earlier this year.

The Company announced earlier this year that it had reached
agreements with Carnival Corporation and Royal Caribbean
Cruises, Ltd. to develop and install ten interactive television
systems on cruise ships. Software development projects to
support the navigation, look and feel and the functionality of
the systems as well as enhancements to the existing systems on
Royal Caribbean and Celebrity Cruises vessels, helped account
for the 27% increase in revenue from solution-oriented
consulting services in the first quarter of 2001 compared to the
first quarter of 2000. In the case of Carnival Corporation, the
installation and integration of the systems will not begin until
these development projects are complete in late June or early
July of this year.

The Company also announced that it has received notice from
Nasdaq that the Company's common stock will be delisted from the
Nasdaq National Market effective at the opening of business on
May 9, 2001 due to the failure to meet the Nasdaq National
Market listing requirement regarding the market value of the
public float of its common shares, Marketplace Rule 4450(a)(2).
If the Company is in compliance with the continued listing
requirements for the Nasdaq SmallCap Market prior to the time of
the delisting, the Company intends to file an application to
have its common stock listed on the Nasdaq SmallCap Market.
However, the Company does not currently meet the Nasdaq Small
Cap Market listing requirement that its shares maintain a
minimum of a one-dollar bid price. If the Company does not meet
this requirement at the time that its shares are delisted from
the Nasdaq National Market, the Company will request that one of
the market makers in its common stock begin quotation of its
shares on the OTC Bulletin Board. However, there can be no
assurances that a market maker will agree to quote the shares on
the OTC Bulletin Board.

                  Business Outlook

The Company estimates that gross margin percentages will be in
the range of 42% to 43% in the second quarter of 2001 and will
decline to a range of 41% to 42% by year-end as interactive
media integration projects make up a larger portion of the
revenue. The Company anticipates a net loss attributable to
common shareholders of approximately $1.1 million ($0.16 per
common share) in the second quarter of 2001. The Company
anticipates that the net loss attributable to common
shareholders for the full year 2001 will be in the range of $3.0
million to $3.2 million or $0.45 to $0.46 per common share.


ARMSTRONG: Mannington Mills Moves To Continue Patent Litigation
---------------------------------------------------------------
Mannington Mills, Inc. and Mannington Mills of Delaware, Inc.
seek relief from stay to continue a pending patent infringement
action. By motion, Mannington requested Judge Walsh to: (i)
determine that the automatic stay does not apply to the patent
litigation for relief related to postpetition infringements; and
(ii) grant relief from the stay to prosecute the patent
litigation, as it relates to prepetition infringements.

                     The Patent Litigation

Mannington brought the patent litigation against Armstrong
Holdings, Inc. in the US District Court for the District of
Delaware, the gravamen of which was that the Debtor was
infringing upon US Patent No. 6,114,008, "Surface Coverings
Having a Natural Appearance and Methods to Make a Surface
Covering Having a Natural Appearance," assigned by its inventors
to Mannington Mills, Inc. and subsequently to Mannington Mills
of Delaware, Inc.

In the patent litigation, Mannington requested (i) a declaration
that the Debtor has infringed one or more claims of the
Mannington Patent by making, using, offering for sale and
selling surface coverings including those marketed under the
product line "Natural Inspirations" (ii) a permanent injunction
prohibiting the Debtor, among others, from any further acts of
infringement upon the Mannington Patent, and (iii) an accounting
by the Debtor of all monies received by, or on the Debtor's
behalf, as a result of its infringement and the Mannington
Patent.

                Allegations of Continued Infringement

Mark Minuti, at Saul Ewing LLP, in Delaware, charged that the
Debtor continued to infringe upon the Mannington Patent after
the filing of the Patent Litigation, and has continued to
infringe upon the patent, after the Petition Date. This
continued infringement by the Debtor, he warned, exposes its
estate to: (i) a multi-million dollar postpetition claim that
continues to grow with each manufacture and sale of infringed
product; and (ii) the threat of trebled damages, interest and
other charges. Further, the continued infringement of the
Mannington Patent, qualifies the patent litigation within the
exception to the automatic stay outlined under bankruptcy law.

                   Propriety of Relief Requested

It is clear, averred Mr. Minuti, that cause exists to modify the
stay to allow Mannington to proceed with the patent litigation,
as the litigation relates to postpetition infringements or,
should the Court find the entire patent litigation to be subject
to the automatic stay, to allow Mannington to proceed with the
patent litigation, in its entirety.

Mannington contended that it is not prevented from litigation
the Debtor's postpetition infringement of the patent. As
Mannington fully intends to prosecute its postpetition claims,
the Debtor will have to defend the merits of the patent
litigation regardless of the status of the stay, thus militating
in Mannington's favor, the Court granting relief from stay to
the extent necessary to allow the patent litigation to proceed.

Mr. Minuti opined that the prepetition claims in the patent
litigation are factually identical to Mannington's postpetition
infringement claims. He argued that the fact that the Debtor
will be called upon to litigate the issue whether it continues
to infringe upon the Mannington Patent, postpetition, provides
ample and sufficient cause to modify the stay to allow claims of
infringement claims to be resolved, economically, in the same
forum and at the same time.

                Debtor Will Not be Prejudiced

Since the Debtor must defend against Mannington's claims of
continued infringement, regardless of whether the stay is
modified as to the prepetition claims, Mr. Minuti believes, the
Debtor's estate would not be prejudiced by a modification of the
stay. He submitted that a timely resolution of the patent
litigation would be in the best interest of the Debtor's
creditors and estate. If found to have infringed the Mannington
Patent, the Debtor's estate may well be liable for millions of
dollars of postpetition damages, which would constitute an
administrative expense of the estate.

                Stay is Injurious to Mannington

Mr. Minuti warned the Court that if the stay is not lifted,
Mannington would be prejudiced since it would have to pursue
piecemeal litigation against the Debtor, precluding it from
obtaining complete relief from the Debtor's infringement upon
Mannington Patent. This continuing damage is a hardship that
greatly outweighs any prejudice the Debtor may suffer should the
stay be lifted, and a piecemeal resolution would be contrary to
both equitable principles and the doctrine of judicial economy,
which the Court should consider in deciding on the Motion.

                The District Court as Proper Forum

Mr. Minuti advised that the requested relief is reasonable
considering that Mannington's patent infringement claims
properly resides in the District Court, which has original
jurisdiction to hear infringement claims. In addition,
Mannington has asserted its constitutional right to trial by
jury in the patent litigation, a right it intends to pursue, and
which right constitutes another basis for the Court to allow the
patent litigation, to proceed in its entirety in the District
Court. (Armstrong Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARMSTRONG WORLD: Court Establishes August 31 Claims Bar Date
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set a Claims Bar Date of August 31, 2001, no later than 5:00
p.m. Eastern Time, in connection with the Chapter 11
reorganization of Armstrong World Industries, Inc., (AWI),
Nitram Liquidators Inc. (Nitram) and Desseaux Corporation of
North America (Desseaux). To preserve claims against AWI, Nitram
and Desseaux, all persons or entities with such claims must
file, and claims must be received by the August 31, 2001 Claims
Bar Date. AWI was formerly known as Armstrong Cork Company.
Nitram was formerly known as Martin Surfacing, Inc.

Asbestos-related personal injury claims are being prepared for
mailing on May 18, 2001, to persons or entities that may have
known or potential claims against AWI, Nitram and Desseaux.
Notice packets include, among other things, a copy of the Court-
approved proof of claim form and instructions for completing and
returning such form. Notices of the deadline to file claims are
scheduled to appear in publications throughout the United
States.

Persons who need additional information regarding claims subject
to the Claims Bar Date, including more information about the
claims filing process, can access the official AWI Bar Date web
site, www.awibardate.com, call toll free 1-877-866-0655 between
9:00 a.m. and 6:00 p.m. Eastern Time, or write to AWI Claims
Processing Center, c/o Trumbull Services, L.L.C., P.O. Box 1117,
Windsor, CT 06095.


ATLANTIC GULF: Engages Ahern & Partners As Restructuring Advisor
----------------------------------------------------------------
Atlantic Gulf Communities Corp. (OTCBB:AGLFE) entered into an
agreement with Ahern & Partners Advisors Co., Inc. to serve as
its Restructuring Advisor to assist the companies in formulating
a plan of reorganization and to negotiate its approval with all
creditors and related parties. Patrick M. Ahern of Ahern &
Partners Advisors Co., Inc. has been appointed President and
Chief Executive Officer.

Atlantic Gulf had filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code on May 1, 2001 in the United
States Bankruptcy Court for the District of Delaware. Included
in the filing were voluntary petitions for several affiliates of
Atlantic Gulf. The entities that own and operate West Bay Club
in Naples, Florida and Chenoa in Aspen, Colorado were not
included in the filings.

Ahern said the filings were made to allow for the timely
implementation of the restructuring agreement Atlantic Gulf
reached with its senior secured lenders before the filings and
to protect the continuing development and completion of West Bay
Club and Chenoa. Ahern also announced that Atlantic Gulf and its
senior secured lenders had entered into an agreement for the
lenders to provide debtor in possession financing, subject to
the approval of the Bankruptcy Court. He said, This new
financing will enable the Company to operate and continue to
fund the development of West Bay and Chenoa while it completes
its restructuring.

Atlantic Gulf is a developer and operator of luxury residential
real estate communities. Its stock is traded publicly over the
counter bulletin board (AGLFE).


BYEBYENOW.COM: Withdraws Lawsuit Against Worldspan
--------------------------------------------------
ByeByeNOW.com Inc. dismissed the litigation it filed against
Worldspan LP and its president Paul Blackney in February in a
U.S. Bankruptcy Court. The Ft. Lauderdale, Fla.-based company
said that an investigation after the suit was filed revealed no
improper conduct by Worldspan, Blackney, or any other Worldspan
personnel and, as a result, ByeByeNow withdrew its allegations.
The dot-com also said that agreements have been reached with
Worldspan on the sale of ByeByeNOW's technology assets, which
was approved by the U.S. Bankruptcy Court. (ABI World, May 2,
2001)


DEL MONTE: Fitch Rates New Senior Credit Facility at BB-
--------------------------------------------------------
Fitch rates Del Monte Corporation's (the operating subsidiary of
Del Monte Foods Company) $740 million senior secured credit BB-,
while its proposed offering of $275 million of senior
subordinated notes is rated `B'. The credit agreement includes a
$325 million revolving credit line and a $415 million term loan.
The company intends to use the funds available under its amended
and restated credit facility to repay its existing credit
facility. Proceeds from the debt issuance will be used to
refinance Del Monte's 12 1/4% senior subordinated notes, 12 1/2%
senior discount notes, the term A loan and associated fees of
$55 million. The Rating Outlook is Stable.

The ratings reflect Del Monte's leading position in the
processed fruit, vegetable and solid tomato categories, as well
as improved financial and operating performance, stability in
cash flows, and modest capital requirements. The rating also
considers the company's relatively high leverage for a food
processor, the short-term impact of trade deloading, and
concerns over the availability of energy during the summer 2001
pack.

Rationalization of trade inventories following Y2K inventory
build and retail consolidation has led to moderately weakened
operating and financial performance during the current fiscal
year. Resulting inventory reduction programs including increased
sales to alternative channels have also led to lower EBITDA
margins. As part of its commitment to inventory rationalization
and in an effort to trim working capital requirements Del Monte
is expected to reduce this summer's pack.

Of concern is the impact of the current energy environment on
the summer 2001 pack. Del Monte's main processing occurs during
the period of heightened electricity demand, from June through
October. The company has been proactive in addressing the energy
issue by obtaining supply agreements. Del Monte has also
implemented engineering projects aimed at reducing energy
demand. Natural gas costs increased substantially during the
last year and are expected to increase further this year as a
result of higher market prices. While electricity contracts are
negotiated on a longer cycle and price increases are not
expected to be as substantial in the near term, we remain
concerned about the risk of service interruption, especially in
California.

Del Monte's new debt structure is composed of a $325 million
asset-based revolver (including letter of credit and swing line
facilities), a $415 million term loan as well as $275 million of
senior subordinated notes. The revolver matures in 2007, the
term loan matures in 2008, and the subordinated notes mature in
2011. The revolver will be used to fund the company's working
capital needs. Allowable borrowings under the revolver are
determined through an asset-based formula and derived in part by
a percentage of accounts receivable and inventory. The term loan
is subject to quarterly amortization, and proceeds from asset
sales are expected to be used to reduce debt. Amounts prepaid
under the term loan may not be reborrowed. The new debt
structure provides the company with extended maturities, lower
interest rates, and greater financial flexibility.

While Del Monte's credit statistics have improved substantially
from fiscal year-end 1998 through 2000, they have weakened in
the latest 12 months due to increased debt levels resulting from
higher seasonal borrowings, two modest acquisitions, and
slightly lower operating earnings and cash flow. Fitch expects
credit protection measures to improve modestly as inventories
and seasonal borrowings are reduced. Sizeable acquisitions are
not expected in the near term; however, small add-on debt-
financed acquisitions may lead to the periodic increases in
leverage. For the 12 months ended March 31, 2001, debt-to-EBITDA
was 4.3 times (x), while EBITDA-to-interest was 2.3x.

Del Monte Foods Company, with net sales of $1.5 billion in
fiscal 2000, is the largest producer and distributor of premium-
quality, branded, processed fruit, vegetable, and tomato
products in the United States. The Del Monte brand was
introduced in 1892 and is one of the best-known brands in the
United States. Del Monte products are sold through national
grocery chains, independent grocery stores, warehouse club
stores, mass merchandisers, drug stores, and convenience stores.
The company operates 12 production facilities and seven
distribution centers in the United States, has operations in
Venezuela, and owns Del Monte brand-marketing rights in South
America.


DIGITAL FUSION: Further Delays Filing Annual Report With SEC
------------------------------------------------------------
IBS Interactive, Inc. d/b/a Digital Fusion (Nasdaq:IBSXE) said
that the release of its December 31, 2000 year end results will
be further delayed until it completes an investigation to
determine the extent of misappropriated funds due to dishonest
and fraudulent acts committed by its former New Jersey based
controller. The investigation thus far has uncovered
approximately $220,000 of misappropriated funds, and the Company
has subsequently recovered approximately $95,000 from the former
employee. In addition to actively pursuing collections of all
remaining outstanding funds, the Company has insurance covering
$500,000 in losses plus $50,000 for investigation fees.

The Company's ongoing investigation is being directed by two of
its outside board members and assisted by an outside forensic
auditing firm. At this point in the investigation the Company
has no evidence to suggest that the theft represents a material
event, however, the Company deemed it appropriate to notify its
shareholders.

Between December 2000 and February 2001, the Company formed new
accounting and administrative teams in conjunction with the
previously announced restructuring and relocation of the
headquarters to Tampa. Under the guidance of the board
committee, the Company expects this accounting team to complete
its investigation in the next few weeks and file its 10-K soon
thereafter.

                     About Digital Fusion

Digital Fusion provides comprehensive e-Business and information
technology (IT) solutions to businesses, organizations and
public sector institutions in the Eastern U.S. We have over 10
years of experience designing, developing, and integrating
complex business systems, providing a range of services,
including strategy, development, desktop support, network, and
education services. For additional information regarding Digital
Fusion's services, visit the Company web site at
www.digitalfusion.com.


E.GREETINGS: Bid4Assets & Schottenstein Auctioning Excess Assets
----------------------------------------------------------------
Bid4Assets, Inc. and Schottenstein/Bernstein Capital Group
(SBCG), leaders in full-service asset disposition services,
disclosed that they will auction surplus assets from
Egreetings.com. The surplus asset sale is a result of the
acquisition of Egreetings.com by American Greetings.com, the
web's leading personal expression company. The auction will
include high-end computer equipment, such as servers,
workstations, monitors and laptops. The online auction will be
held May 10 - 17 on www.bid4assets.com.

Asset inspection will be held on May 9 and May 14 from 10 a.m. -
2 p.m. PT at 149 New Montgomery Street in San Francisco. No
appointments are necessary for inspection. Interested bidders
can contact Bid4Assets with questions by calling (877) 427-7387
or by email at service@bid4assets.com. Photographs and other due
diligence materials are available online at www.bid4assets.com.

AmericanGreetings.com is moving the Egreetings.com site to its
existing technology platform in Cleveland - gaining operating
efficiencies - resulting in excess equipment. The acquisition of
Egreetings has propelled AmericanGreetings.com to among the top
15 most popular Web sites. "The equipment being auctioned is of
high quality and is relatively new, reflecting Egreetings IPO
and rapid scaling in 2000," said Bruce Petro, Chief Technology
Officer of American Greetings.com.

"This is a great opportunity for growing companies to purchase
the equipment they need to build a business at competitive
prices," said Bid4Assets CEO Tom Kohn.

                About AmericanGreetings.com

AmericanGreetings.com is the online greetings and personal
expression subsidiary of American Greetings Corporation (NYSE:
AM). AmericanGreetings.com is one of the world's top 15 Web
sites with more than 17 million monthly unique visitors,
according to February's Nielsen//NetRatings. Through
partnerships with AOL, MSN and Yahoo!, AmericanGreetings.com
(AOL Keyword: AG) and its affiliates reach 80 percent of all Web
users. It offers the largest creative selection available on the
Web. Along with its flagship site, AmericanGreetings.com
operates the Egreetings Network, Beat Greets, and eAgents, an
electronic newsletter that consolidates and delivers
personalized content from top Internet sites to subscribers.

          About Schottenstein/Bernstein Capital Group

Schottenstein/Bernstein Capital Group (SBCG) offers the most
comprehensive range of asset maximization services in the
industry. The company has been the partner of choice for
business leaders and their advisers for over 75 years. From
valuation expertise in all asset classes to converting under-
performing assets into cash, and from store closings to asset
auctions, SBCG combines strategic counsel, operational
execution, and unique financing capabilities to implement unique
solutions that are best for each client's situation. SBCG-
managed transactions have ranged in value from $1 million to $1
billion. The company is headquartered in Great Neck, NY; phone
(516)-829-2400, fax (516)-829-2404. For more information, please
visit (http://www.esbcg.com).

                     About Bid4Assets

Bid4Assets, Inc. (http://www.bid4assets.com)is a leading asset
disposition and advisory services company that sources assets
from financial institutions, government agencies, bankruptcies
and private industry. Bid4Assets combines a centralized Internet
marketplace with essential offline solutions to sell financial
instruments, real estate, intangible property, personal property
and bankruptcy claims to a worldwide network of sophisticated
buyers more quickly and efficiently than traditional methods.
Since its launch in November 1999, Bid4Assets has conducted more
than 4,000 auctions for assets in all 50 states. The company is
located in Silver Spring, Md., phone (301) 650-9193, fax (301)
650-9194.


ENLIGHTEN SOFTWARE: Shares Subject To Nasdaq Delisting
------------------------------------------------------
Enlighten Software Solutions, Inc., (Nasdaq: SFTW) a provider of
systems management software, received a Nasdaq Staff
Determination on April 26, 2001, indicating that Enlighten is
not in compliance with the minimum bid price requirement for
continued listing set forth in Marketplace Rule 4310 c(4) and
that its securities are subject to delisting on the Nasdaq
SmallCap Market. Enlighten has requested an oral hearing before
a Nasdaq Listing Qualifications Panel to review the Staff
Determination. The hearing is expected to be held within the
next 45 days.

Until the Panel reaches its decision, Enlighten's stock will
remain listed and will continue to trade on the Nasdaq SmallCap
Market. There can be no assurance as to when the Panel will
reach a decision, or that the decision reached will be favorable
to Enlighten. An unfavorable decision would result in the
immediate delisting of Enlighten's stock from the Nasdaq
SmallCap Market.

With the infusion of $500,000 in cash from Maden Tech
Consulting, Inc. under the secured credit facility previously
announced on February 15, 2001, an enhanced marketing and sales
effort, four new board members, and my recent appointment as
Enlighten's CEO, we are positioning Enlighten for a turnaround,
said Omar Maden, CEO, Enlighten Software Solutions, Inc. Over
the two months I have served as CEO, Enlighten's marketing
efforts have indicated that strong demand exists for Enlighten's
product. While we will actively seek to preserve Enlighten's
listing on the Nasdaq SmallCap Market through the appeal
process, we remain focused on Enlighten's core operations and
our business strategy will not be affected by the possible
delisting.

                     About The Company

Founded in 1986, Enlighten Software Solutions, Inc., is a
leading provider of single-point workgroup administration and
event monitoring solutions for Unix, Linux, Windows, and FreeBSD
within distributed and Internet computing environments. The
company's award-winning EnlightenDSM product suite provides
cost-effective systems administration solutions for Unix, Linux,
Windows, and FreeBSD. The EnlightenDSM product suite provides
comprehensive functionality with unprecedented ease of
installation and use. The EnlightenDSM product suite conforms to
industry standard frameworks yet allows seamless integration
with other vendors' point solutions. For more information,
please visit the company's website at
http://www.EnlightenDSM.com.


FINOVA GROUP: Files Joint Plan of Reorganization in Wilmington
--------------------------------------------------------------
The FINOVA Group Inc. (NYSE: FNV) and eight of its subsidiaries,
including FINOVA Capital Corporation, have filed a proposed
Joint Plan of Reorganization with the United States Bankruptcy
Court for the District of Delaware.

The Plan contemplates implementation of a comprehensive
restructuring transaction with Berkadia LLC, a joint venture of
Berkshire Hathaway Inc. and Leucadia National Corporation, that
was first announced on February 27, 2001.

As more fully described in the Plan, Berkadia will make a $6
billion loan to FINOVA Capital. The loan proceeds, together with
cash on hand, will fund a cash disbursement to general unsecured
creditors of FINOVA Capital equal to 60% of their claims, an
increase from the approximately 54% cash payment originally
proposed. In addition, FINOVA will issue ten-year New Senior
Notes equal to 40% of the general unsecured claims against
FINOVA Capital. The New Senior Notes will be secured by a second
lien on the stock of FINOVA Capital. Interest on the New Senior
Notes will be payable semi-annually out of available cash
(calculated as provided in the Plan documents), after payment of
quarterly interest on the Berkadia loan. Principal on the New
Senior Notes will be paid out of available cash, after payment
in full of the Berkadia loan. In addition, while the Berkadia
loan is outstanding and not in default, a liquidity feature of
the Plan that was not included in the original proposal will
require FINOVA to commit $75 million of available cash quarterly
(up to a maximum of $1.5 billion in total) to repurchase New
Senior Notes at a price not to exceed par plus accrued interest
(subject to availability of New Senior Notes at or below the
maximum price). After payment in full of the Berkadia loan, 95%
of available cash will be used to pay the New Senior Notes and
5% will be used for payments to FINOVA stockholders. The New
Senior Notes also provide for payment under certain
circumstances of up to $100 million in the aggregate of
additional interest to holders of the New Senior Notes. Holders
of general unsecured claims against FINOVA Capital will also
receive a cash payment of postpetition interest upon the
effective date of the Plan.

Berkshire Hathaway owns approximately $1.4 billion of existing
FINOVA Capital bank and bond debt and therefore is expected to
be a significant holder of New Senior Notes. Berkshire Hathaway
will participate in FINOVA's quarterly repurchase of New Senior
Notes pro rata to its interest in the New Senior Notes at the
weighted average price paid in each quarterly repurchase.
All other terms of the Plan are substantially the same as
previously disclosed in FINOVA's February 28, 2001 filing on
Form 8-K.

The Bankruptcy Court has not approved the proposed Plan or the
Disclosure Statement. The solicitation process will not begin
until the Bankruptcy Court approves the Disclosure Statement and
authorizes FINOVA to solicit the votes of their creditors and
stockholders in connection with the Plan. Thereafter, FINOVA
will send the proposed Plan and Disclosure Statement to all
creditors and stockholders who are entitled to vote on the Plan.

The FINOVA Group Inc., through its principal operating
subsidiary, FINOVA Capital Corporation, is a financial services
company focused on providing a broad range of capital solutions
primarily to midsize businesses. FINOVA is headquartered in
Scottsdale, Arizona. For more information, visit the company's
website at www.finova.com.


FOCUS ENHANCEMENTS: Posts $12 Million Net Loss In 2000
------------------------------------------------------
FOCUS Enhancements Inc. (Nasdaq:FCSEE) announced financial
results for its fiscal year ended December 31, 2000.

Revenues for the year were $15.2 million, down 12 percent from
the $17.2 million reported a year earlier. Net loss for 2000 was
$12.0 million or $0.48 per share, compared with a 1999 net loss
of $1.5 million or $0.08 per share.

The Company had a significant increase in the net losses for the
year ended December 31, 2000, compared to the year ended
December 31, 1999, due to a write-down of certain non-performing
assets, a restructuring reserve, administrative costs related to
the acquisition of Videonics Inc., legal and accounting costs
associated with certain litigation and a special investigation.

During the first quarter of 2001, a director and significant
shareholder loaned FOCUS $1.0 million dollars and has agreed to
loan up to an additional $1.0 million to support the Company's
working capital needs. The director and shareholder agreed that
by the end of May 2001, he would convert $2.0 million of
outstanding debt into equity.

As previously announced, the Company received notice from Nasdaq
that it was delinquent in filing its Annual Report on Form 10-
KSB for its year ended December 31, 2000. As such, the Company's
trading symbol was changed from FCSE to FCSEE and the Company
was subject to potential delisting. The Company expects that
with the filing of its Form 10-KSB on May 1, 2001, its trading
symbol will revert to FCSE, and the Company will be in
compliance with Nasdaq Small Cap requirements regarding the
filing of its Annual Report on Form 10-KSB.

Michael D'Addio, FOCUS' president and C.E.O., said, Our
objective at the conclusion of fiscal year 2000 was to put our
problems behind us and build FOCUS Enhancements for the future.
With the addition of Videonics, the Company has a strong
diversified product line, an expanded distribution channel, and
an excellent base in technology. We believe that we are well
positioned to build a strong business in 2001 and beyond.

Gary Williams, FOCUS' vice president and CFO, said, The
Company's first quarter of 2001 includes the combined operations
of FOCUS and Videonics as of January 16, 2001, and expenses
related to the shut down and relocation of FOCUS' Massachusetts
operations, customer support and finance departments to
California. Many of these expenses were not accruable at
December 31, 2000. We estimate that our first quarter unaudited
revenues will be between $4.7 million and $5.2 million dollars.
This is primarily due to unanticipated merger related
transitional factors that affected our combined operations. As
such, FOCUS will record a loss for the first quarter of 2001.
However, the Company ended the first quarter of 2001 with over
$1,400,000 in backlog.

D'Addio continued, We anticipate that we will have significantly
lower expenses in the second quarter. We believe that the
Company's performance for the second and third quarter of 2001
will include higher revenues when compared to the first quarter
of 2001 and a positive EBITDA. These expectations are based on
increased revenues from new product introductions, continued
improvement of Videonics branded products and our OEM business
establishing good long term relationships.

                About FOCUS Enhancements, Inc.

FOCUS Enhancements, Inc. (Nasdaq:FCSEE) and Videonics, Inc.
(previously NASDAQ:VDNX), both formerly independent public
companies, completed a merger on January 16, 2001. The merged
Company, operating under the FOCUS Enhancements name, is a
leading designer of world-class solutions in advanced,
proprietary video scan conversion ASICs, and affordable, high
quality, digital-video conversion and video production
equipment. Semiconductor products include the FS400, and FS450
series ASICs for scaling, scan conversion, Internet TV and
interactive TV applications. Commercial products for video
presentation include desktop PC-to-TV scan converters, scalers,
and line quadruplers. Video production products include
application controllers, edit controllers, mixers, and character
and effects generators. The Company's products and technologies
are sold globally through Original Equipment Manufacturers
(OEMs) and resellers to the broadcast, education, cable,
business, industrial, presentation, internet, gaming, home video
production and home theater markets. FOCUS Enhancements stock is
traded on the NASDAQ SmallCap Market under the symbol FCSE. More
information on FOCUS Enhancements may be obtained from the
Company's SEC filings, or by visiting the FOCUS Enhancements
home page at http://www.FOCUSinfo.com


FRUIT OF THE LOOM: Selling Ruban Assets To Coker International
--------------------------------------------------------------
Fruit of the Loom, Ltd. proposed to sell six spin frames from
its Rabun Apparel subsidiary, located in Rabun Gap, Georgia.
Fruit of the Loom said the assets are surplus and have been
replaced with more efficient equipment. The purchaser is Coker
International. Fruit of the Loom solicited offers from
approximately 10 textile equipment dealers and other users of
such equipment. The Coker offer was the highest received.

The aggregate purchase price is $180,000 and Fruit of the Loom
said that equates fair market value. The estimated tax basis of
the spin frames is $1,138,972.14. The proceeds will be applied
in accordance with the financing order.

Risa M. Rosenberg Esq., of Milbank Tweed signed the filing.
(Fruit of the Loom Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GPN NETWORK: Restructures & Looks for Strategic Partner/Merger
--------------------------------------------------------------
GPN Network, Inc. (OTCBB:GPNN) announced major cutbacks in the
face of a difficult business climate and dwindling cash
reserves.

Due to limited cash funds and the need to decrease its operating
burn rate, GPN Network's Chief Financial Officer, Eric Hopkins
is no longer with the Company. In addition, its Executive Vice
President Marcus Hurlburt as well as its Chief Technology and
Chief Operating Officer, Jeff Diamond, have resigned from GPN
Network. Diamond, who is also the Company's second largest
shareholder, has agreed to act as a consultant to the Company
for a limited period of time. At this time, Mr. Hurlburt is
still registered with the Company's broker-dealer subsidiary.

In light of the management restructure as well as the current
business climate, all strategic alternatives, including, but not
limited to, a merger or sale of the Company are being explored.
No assurances can be given that a merger or sale of the Company
or its wholly owned subsidiaries can be achieved, or that
capital can be raised to keep the Company in operation. The
Company's basic business plan has been severely impacted by the
steep drop in the market for the securities of the types of
corporate clients that the Company has targeted.

                       About GPN Network

GPN Network (GPN) is a publicly traded Holding Company. Current
holdings include 100% of GoNow Securities, which was recently
approved for membership to the NASD, a majority holding in
GoBizNow, Inc. GoBizNow, Inc. provides early stage corporate
development services. The companies also hold equity interests
in some of their client companies. Those equity interests are
usually acquired for services rendered. The Company also owns
and operates the website, www.gopublicnow.com.


GRAND COURT: Leslie Goodman Resigns From Board of Directors
-----------------------------------------------------------
On April 10, 2001, Leslie E. Goodman, a member of Grand Court
Lifestyles Inc.'s Board of Directors since June 1996, resigned
his position as a director with the Company. As of May 1, 2001,
the Company's Board of Directors will consist of one (1)
remaining member, after giving effect to Mr. Goodman's
resignation.


GREATER SOUTHEAST: Disclosure Statement Hearing Is On May 21
----------------------------------------------------------
A disclosure statement and a plan under Chapter 11 have been
filed by The Greater Southeast Community Hospital Foundation,
Inc. et al. The hearing to consider the approval of the
disclosure statement shall be held on May 22,2001 at the U.S.
Courthouse, Washington, D.C.


ICG COMM.: Obtains Approval Of Arthur Andersen's Employment
-----------------------------------------------------------
Judge Walsh granted ICG Communications, Inc.'s Motion to employ
Arthur Andersen as consultants, including the proposed
compensation schedule, but found that, notwithstanding that
Arthur Andersen has filed an affidavit that it represents no
interest materially adverse to the estates and that it is a
disinterested party, the Debtors' agreement with Arthur Andersen
will not be considered the retention of a professional person by
the Debtors. Judge Walsh directed Arthur Andersen to send copies
of its bills or invoices sent to the Debtors to the Office of
the United States Trustee and to the counsel for the Official
Committee of Unsecured Creditors simultaneously. Any and all
issues, questions, disputes or objections of either the Office
of the United States Trustee or the Official Committee to the
Arthur Andersen bills or invoices will be deemed waived if not
raised within 20 days of their receipt of those bills or
invoices. Further, Judge Walsh struck out the "Standard Business
Terms" from the Arthur Andersen agreement, leaving only the
terms described directly in the Application.

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, Arthur Andersen, 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 Arthur Andersen agreement, but
not for any claim arising from, related to, or in connection
with Arthur Andersen'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 Arthur Andersen
agreement or Judge Walsh's Order to the contrary, the Debtors
have no obligation to indemnify Arthur Andersen, or provide
contribution or reimbursement to Arthur Andersen, for any claim
or expenses that is either (i) judicially determined (the
determination having become final) to have arisen solely from
Arthur Andersen's gross negligence or willful misconduct, or
(ii) settled prior to judicial determination as to Arthur
Andersen's willful misconduct or gross negligence, but
determined by this Court, after notice and a hearing, to be a
claim or expense for which Arthur Andersen should not receive
indemnity, contribution or reimbursement under the terms of the
Arthur Andersen 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, Arthur
Andersen 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 Arthur Andersen agreement, as modified by this Order,
including without limitation the advancement of defense costs,
Arthur Andersen must file an application for such amounts with
the Bankruptcy Court, and the Debtors may not pay any amounts to
Arthur Andersen 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 Arthur Andersen for indemnification, contribution or
reimbursement, and not a provision limiting the duration of the
Debtors' obligation to indemnify Arthur Andersen. (ICG
Communications Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LERNOUT & HAUSPIE: Kemper Indemnity Asks For Relief From Stay
-------------------------------------------------------------
Kemper Indemnity Insurance Company of Long Grove, Illinois,
acting through Michael M. Baylson and Robert E. Kelly, of Duane,
Morris & Heckscher LLP, in Philadelphia, Pennsylvania, and John
F. McCarrick of that firm's Pleasantville New York office, told
Judge Wizmur that in August 2000 it issued an excess directors'
and officers' liability policy in favor of the Debtor Lernout &
Hauspie Speech Products N.V., with a limit per claim of
$20,000,000.

Since August 9, 2000, at least fifteen class action complaints
have been filed against the Debtor and certain officers and
directors of the Debtor in the United States District Court for
the District of Massachusetts. In October 2000 Visteon
Corporation filed a complaint against the Debtor, L&H
Automotive, Inc., and John Duerden, the Debtor's CEO, in the
Superior Court of Massachusetts for Suffolk County which alleged
that the Debtor breached a joint venture agreement with Visteon.
The Debtor, together with the officers and directors named in
the various class action suits and the Visteon litigation, have
sought coverage under the policy with Kemper for the allegations
forming the basis of these actions.

Kemper believes that by the making of false and misleading
statements the Debtor has rescinded the policy. Additionally,
Kemper believes that the Debtor is not entitled to coverage
under the policy due, among other things, to certain deliberate,
dishonest and fraudulent acts by the Debtor. While Kemper
admitted that the Debtor's actions, which it said caused
rescission of the policy, are related to the class actions,
but not the Visteon action, Kemper reasoned that if the policy
is rescinded, coverage under its terms is unavailable as a basis
for the Visteon action as well.

Kemper therefore asked Judge Wizmur to give it relief from the
bankruptcy stay of creditor action to exercise all of its rights
and remedies against the Debtor under the policy and applicable
law, including, without limitation, filing a complaint for
declaratory judgment against the Debtor and certain directors
and officers of the Debtor in the District Court. In the
alternative, Kemper asked that the Debtor be restrained from
taking any action against Kemper pending a final determination
of the appropriate forum in which a declaratory judgment action
may be filed by Kemper against the Debtor.

           No Prejudice to Debtor/Prejudice to Kemper

In making these requests, Kemper assured Judge Wizmur that the
Debtor will not be prejudiced. The policy is property of the
bankruptcy estate. The Debtor may be found liable in the
underlying actions. Accordingly, Kemper insisted that, in order
for the Bankruptcy Court to administer the assets of the Debtor
and engage in the claims allowance process, an initial
determination must be made as to whether the Debtor is entitled
to coverage under the policy. Therefore, Kemper should have
relief from the stay to bring an action for a determination of
coverage under the policy, and this would actually further the
goal of administering the Debtor's estate in the most
expeditious manner, without prejudice to the Debtor.

Denying relief from the stay would, by contrast, prejudice
Kemper. If final judgments are rendered against the Debtor
and/or its officers and directors in the underlying actions, the
Debtor will seek indemnification from Kemper under the policy. A
determination of coverage under the policy must be made prior to
the conclusion of the underlying actions. Kemper said the
balance of hardships weighs in favor of granting it relief from
the stay.

Kemper submitted that it is highly likely that it will succeed
on the merits of any action for a determination of noncoverage
under the policy. The Debtor and certain of its officers and
directors have made various false and misleading statements to
Kemper. Specifically, Kemper said that in a letter signed on
behalf of the Debtor by Carl Dammekens, then CFO and a Managing
Director of the Debtor, stating that no director or officer of
the Debtor knew of any pending claims, circumstances, acts,
errors or omissions which might give rise to a claim that would
fall without the scope of the pending coverage, the Debtor and
its officers and directors intentionally, recklessly, or
negligently did not disclose facts and misrepresented the state
of their knowledge to obtain coverage. The Debtor, through Jo
Lernout, Pol Hauspie, Gaston Bastiaens, Carl Dammeens, Nico
Willaert, and John Duerdon, had committed various deliberate,
dishonest and fraudulent acts. The Debtor's accountings
irregularities and other financial misrepresentations have been
detailed in the media. Moreover, the Debtor is currently under
investigation by the Securities & Exchange Commission.

In addition, any declaratory judgment against the Debtor is
described by Kemper as a non-core proceeding because the
underlying claims are grounded in state law and existed prior to
and independent of the debtor's bankruptcy case. Since this
would be a non-core action, Kemper asserted that the action
would be more appropriately instituted in the district court
because:

      (a) Kemper anticipates that the action would involve a
          lengthy, contested trial with a significant amount of
          discovery;

      (b) The action would involve non-debtor parties;

      (c) The class actions are already pending in district
          court; and

      (d) The policy was negotiated in Massachusetts.

If the Court is not inclined to grant Kemper relief from the
automatic stay, the Court should restrain the Debtor from taking
any action against Kemper pending a final determination of the
appropriate forum in which a declaratory judgment action may be
filed by Kemper against the Debtor. Kemper noted that if no
relief from the staqy is granted, several possible acts could
occur:

      (1) Kemper may wait until the natural termination of the
automatic stay to exercise all of its rights and remedies
against the Debtor under the policy and applicable law;

      (2) Kemper may file another motion with this Court
requesting relief from the automatic stay to exercise all of its
rights and remedies against the Debtor under the policy and
applicable law, at a later date;

      (3) Kemper may file an appeal of this Court's decision to
deny Kemper relief from the stay.


       In the Alternative, the Debtor Should be Restrained
           From Bringing its Own Declaratory Action

Each of these possible future actions would result in a final
determination of the appropriate forum in which Kemper may
institute a declaratory judgment action against the Debtor.
Kemper therefore asked that the Court restrain the Debtor from
taking any action against it -- specifically from instituting a
declaratory judgment action for coverage in this Court until the
last possible future course of action has expired. Kemper made a
flat statement that entry of an order preventing the Debtor from
instituting a declaratory judgment action for coverage in this
Court until the last possible future action is taken will not
harm the Debtor, but provides no allegations to support this
conclusion. Kemper did suggest that, in the event the Debtor
claims it will be prejudiced by such a restraint because it
desires a determination of coverage the Debtor should acquiesce
in Kemper's request for stay relief so that the action may be
filed in the District Court.

                     The Debtor Speaks for Itself

The Debtors pointed out that they are in the initial stages of a
large reorganization effort and are currently focused on
numerous large and operational issues. Any modification of the
automatic stay as requested by Kemper would result in great
prejudice to the Debtor whose focus and resources currently are
consumed by their reorganization efforts. Kemper cannot
demonstrate why it should be afforded greater rights than the
multitude of similarly situated creditors and other parties in
interest in these Chapter 11 cases, many of whom actually
initiated their judicial actions prior to the Petition Date.
(L&H/Dictaphone Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LERNOUT & HAUSPIE: Deadline for Filing Claims Is On June 11
-----------------------------------------------------------
Lernout & Hauspie Speech Products N.V. (EASDAQ: LHSP,
OTC:LHSPQ), Dictaphone Corporation and L&H Holdings USA, Inc.
(formerly Dragon Systems, Inc.) wish to advise creditors and
parties-in-interest that, pursuant to an order of the United
States Bankruptcy Court for the District of Delaware dated April
18, 2001, creditors and parties-in-interest who wish to assert a
claim arising or deemed to have arisen prior to November 29,
2000 in the chapter 11 bankruptcy cases of the L&H Group
currently pending in the U.S. Bankruptcy Court must file a proof
of claim against that member of the L&H Group on or before June
11, 2001, at 4:00 p.m., New York Time.

The establishment of the Filing Deadline is part of the
administrative process of reconciling claims against the L&H
Group arising or deemed to have arisen prior to November 29,
2000. Any creditor or party-in-interest that wishes to assert a
claim against any member of the L&H Group must file, on or
before the Filing Deadline, an original proof of claim form
against that member of the L&H Group, substantially in
conformity with the proof of claim form prepared for the L&H
Group's chapter 11 bankruptcy cases. A copy of the proof of
claim form and a notice which, among other things, explains the
Filing Deadline and contains detailed instructions for filing a
proof of claim, can be obtained by calling Donlin Recano &
Company, Inc. at (212) 481-1411, between 10:00 a.m. and 4:00
p.m., New York Time.

                 About Lernout & Hauspie

Lernout & Hauspie Speech Products N.V. is a global leader in
advanced speech and language solutions for vertical markets,
computers, automobiles, telecommunications, embedded products,
consumer goods and the Internet. The company is making the
speech user interface (SUI) the keystone of simple, convenient
interaction between humans and technology, and is using advanced
translation technology to break down language barriers. The
company provides a wide range of offerings, including:
customized solutions for corporations; core speech technologies
marketed to OEMs; end user and retail applications for
continuous speech products in horizontal and vertical markets;
and document creation, human and machine translation services,
Internet translation offerings, and linguistic tools. L&H's
products and services originate in four basic areas: automatic
speech recognition (ASR), text-to-speech (TTS), digital speech
and music compression (SMC) and text-to-text (translation). For
more information, please visit Lernout & Hauspie on the World
Wide Web at www.lhsl.com.


MARINER POST-ACUTE: Nexion Acquires Rockford Facility For $250K
---------------------------------------------------------------
Mariner Post-Acute Network, Inc. sought and obtained the Court's
approval for its wholly owned subsidiary EH Acquisition to sell,
assign and transfer assets at the Rockford Health Care Center to
Nexion Health, pursuant to the Asset Purchase Agreement subject
to modifications stated on the record at the hearing, free and
clear of liens, claims, encumbrances, other interests and state
and local taxes. Accordingly, EH Acquisition is authorized to
reject executory contracts as listed on the exhibit to the
motion.

The Facility, built in 1971, is a 81-bed licensed long-term care
skilled nursing facility located at 310 Arnold Ave in Rockford,
Illinois, in a market area that is outside of the Debtors'
current prime strategic markets.

The sale includes:

      (1) EH Acquisition's right, title, and interest in and to,
among other things the Real Property consisting of the Facility
and all easements, privileges, appurtenances, improvements and
structures located there;

      (2) The Personal Property, including all equipment,
furniture, fixtures, inventory, and supplies;

      (3) The Intangibles, including all licenses, books and
records and all existing agreements with residents and their
guarantors, to the extent assignable; and

      (4) The going concern of the business conducted at the
Facility, including the name of the business and the current
telephone numbers.

In consideration for the Assets, the Buyer will pay to EH
Acquisition the Purchase Price of $250,000 subject to certain
adjustments and prorations. Approximately 25% of this will be
available to satisfy EH Acquisition's working capital needs, and
75% will be paid to its prepetition secured lenders as adequate
protection. The Buyer has escrowed a $75,000 deposit which is
non-refundable, given that the senior secured prepetition
lenders have consented to the Sale, and the Sale is approved by
the Court.

The Debtors believe that the transaction is appropriate and is
in the best interests of EH Acquisition's estate because:

      (1) the Facility is continuing to incur significant
operating losses, and has already lost approximately $256,000 in
the last three months;

      (2) the Facility currently requires significant capital
improvements in excess of $100,000;

      (3) EH Acquisition will receive approximately $250,000 in
net proceeds (after adjustments and prorations) upon closing of
the Sale;

      (4) the cost of closing the Facility, if it is not sold,
would be approximately $300,000;

      (5) the Buyer's offer represents the best offer received
after the previous bidder, Rochelle Property, LLC deleted the
property from the package of its purchase, forfeited its $8,000
deposit, and purchased only the Rochelle Health Care Center East
and Rochelle Health Care Center West facilities.

Judge Walrath made it clear that, except as expressly set forth
in the Purchase Agreement, the consummation of the sale will not
constitute an assumption by the Buyer or related parties of
obligation to the Debtors' employees. Moreover, the Buyer and/or
the Buyer's tenants will not be considered a successor of any of
the Debtors and no successor liability action may be brought
against the Buyer and/or the Buyer's tenants as a result of the
sale, except as set forth in the Purchase Agreement or the
Court's order.

The Court's order further provides that, all claims prior to its
effectiveness on the closing date will be expunged, except as
otherwise set forth in the order.

Judge Walrath also directed all entities in possession of some
or all of the assets to surrender possession of such assets to
the Buyer or its designee on the closing date, and the Debtors
are authorized and directed to execute and deliver to the Buyer
such documents or other instruments as may be reasonably
necessary to consummate the sale. The Debtors' creditors are
directed by the Court to execute documents and take necessary
actions to terminate and expunge claims against the assets,
other than permitted exceptions as provided in the Court's
order.

The Court's order provides that the parties may modify the
purchase agreement and related documents, in accordance with the
terms, without further order of the Court.

Judge Walrath made it clear that the status of the Facility's
operating license and Medicaid provider agreement as well as the
transfer, assignment, or rejection of these are governed by
other provisions of federal and state law. (Mariner Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MIDLAND FOOD: Seeks 90-Day Extension Of Time To Decide On Leases
----------------------------------------------------------------
The debtors' unexpired leases pertain to a number of commercial
premises used by the debtor, Midland Food Services, LLC in the
course of operating its restaurants. In connection with
formulating the debtor's plan of reorganization, the debtor has
been analyzing all of its unexpired leases to determine their
respective economic values from the perspective of the debtor's
reorganization and restructuring efforts.

The debtor is seeking an additional 90 days, (from April 24,
2001), to determine whether to assume or reject its leases. The
debtor anticipates that it needs more time to carefully review
and analyze each lease and determine the economics of each such
lease, and the benefits or burdens of such lease to the estate,
and whether such lease is necessary in connection with the
ongoing business operations of the debtor. The debtor will
continue to evaluate the unexpired leases on an ongoing basis


NATURAL WONDERS: Disclosure Statement Hearing Set For May 21
------------------------------------------------------------
The hearing to consider the adequacy of the Disclosure Statement
of Natural Wonders, Inc. and World of Science, Inc. shall be
held before the Honorable Leslie Tchaikovsky on May 21, 2001.
The debtors also request that the exclusivity period for the
debtors to solicit acceptances of their plan be extended for an
additional 31 days until July 16, 2001.

The debtors are represented by Michael H. Ahrens and Geraldine
A. Freeman, of Sheppard, Mullin, Richter & Hampton LLP.


ONLINECHOICE.COM: Files Chapter 7 Petition in Pittsburgh
--------------------------------------------------------
OnlineChoice.com, a North Side, Penn.-based e-commerce venture
that sold electricity, telephone and other services to
individuals and small businesses, filed for chapter 7 bankruptcy
in U.S. Bankruptcy Court in Pittsburgh, according to the
Pittsburgh Post-Gazette. The company listed about $500,000 in
assets and about $10 million in debts. OnlineChoice.com, which
recruited consumers over the Internet to pool their purchasing
power to buy utility services, said that it never made money
since its 1999 founding and was unable to raise new funds. (ABI
World, May 2, 2001)


PACIFIC GAS: Court Approves Berger's Employment As Claims Agent
---------------------------------------------------------------
Judge Montali approved Pacific Gas and Electric Company's
Application to employ Robert L. Berger & Associates to (i) serve
as the Court's notice agent to mail notices to the estates'
creditors and parties in interest, (ii) provide computerized
claims, objection, and balloting database services, and (iii)
provide expertise and consultation and assistance in claim and
ballot processing and with other administrative information
related to the Debtor's bankruptcy case.

RB&A agreed that at the Debtors' or Clerk's Office's request, it
will provide the Clerk's Office with the following services as
notice and claims agent:

      (a) relieve the Clerk's Office of all noticing under any
          applicable rule or bankruptcy procedure and proceeding
          of claims including:

          (1) initial notice of filing;

          (2) 341(a) meeting of creditors;

          (3) bar date;

          (4) objection to claims

          (5) notice of hearing on disclosure statement and plan
              confirmation;

          (6) other miscellaneous notices to any entities, not
              necessary for an orderly administration of the
              chapter 11 case;

      (b) at any time, upon request, satisfy the Court that RB&A
          has the capability to efficiently and effectively
          notice, docket and maintain proofs of claim;

      (c) furnish a notice of bar date approved by the Court for
          the filing of a proof of claim and a form for filing of
          a proof of claim to each creditor notified of the
          filing

      (d) file with the Clerk's office a certificate of service,
          within 10 days after each service;

      (e) maintain all proofs of claim filed;

      (f) maintain all official claims registered by docketing
          all proofs of claim on a claims register;

      (g) maintain the original proofs of a claim in correct
          claim number order;

      (h) transmit to the Clerk's Office an official copy of the
          claims register and provide the Clerk's Office with any
          information regarding the claims register upon request;

      (i) maintain an up-to-date mailing list for all entities
          that have filed a proof of claim;

      (j) be open to the public for examination of the original
          proofs of claim;

      (k) record all transfers of claims and provide notice of
          transfers;

      (l) act as the Debtors' solicitation agent in respect of
          the Plan and to receive and tabulate ballots in
          connection therewith; and

      (m) make all original documents available to the Clerk's
          Office on expedited immediate basis.

RB&A will provide these services at its normal hourly rates,
which range from $35 to $245 per hour. RB&A received a $50,000
deposit from the Debtor. RB&A tells PG&E to budget $500,000 for
noticing and claim processing services during 2001. (Pacific Gas
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PG&E CORPORATION: Reports First Quarter Financial Results
---------------------------------------------------------
PG&E Corporation (NYSE:PCG) reported a net loss of $951 million,
or $2.62 per share, for the first quarter of 2001, compared with
net income of $280 million, or $0.77 per diluted share, in the
same quarter last year. The loss resulted from $1.1 billion
(after tax) for unreimbursed wholesale power costs at the
utility as well as billed and estimated amounts for real-time
power purchases and other costs incurred by the California
Independent System Operator (ISO) during the first quarter.
While the Company is both disputing its liability for the ISO's
purchases and asserting its legal rights to recover wholesale
power costs through retail rates, financial reporting standards
require that the amounts be accounted for as expenses unless
they can be deemed probable of recovery. As in the fourth
quarter of 2000, uncertainties surrounding the resolution of the
California energy crisis prevented the company from meeting this
standard.

While standard accounting rules required the utility to record a
charge against earnings for unreimbursed wholesale and
transition costs, taking this charge does not diminish our
conviction that the utility is entitled under law to recover
these costs, nor does it diminish our ongoing lawsuit in Federal
District Court, said PG&E Corporation Chairman, CEO and
President, Robert D. Glynn, Jr. Further, a significant portion
of the charges in the first quarter reflect both billed amounts
and estimated power purchases by the ISO. We believe the utility
is not responsible for these charges, and we are encouraged that
the federal government has said the ISO may not make these
purchases while relying on a non-creditworthy entity, such as
Pacific Gas and Electric Company.

Glynn said that, pending the outcome of the Company's challenges
to these matters, the Company may later reverse the charges it
is now required to record. Should it be confirmed that these
costs are indeed recoverable, and/or that the ISO charges are
illegitimate, as we believe they are, we will reinstate these
amounts and report the corresponding increase in earnings, Glynn
said.

On an operating basis, PG&E Corporation reported earnings from
operations of $243 million, or $0.67 per share, for the quarter,
compared with $284 million or $0.78 per share, for the same
quarter in 2000.

We are disappointed that the California energy situation
continues to have such a negative impact on our reported
financial results, said Glynn. Under Chapter 11, we are
preparing our plan of reorganization so that we can obtain its
approval, implement the plan, exit Chapter 11, and restore the
shareholder value associated with our strong operating results.

                PACIFIC GAS AND ELECTRIC COMPANY

On an operating basis, Pacific Gas and Electric Company
contributed $192 million, or $0.53 per share, to the overall
results at the Corporation for the quarter, compared with
operating results of $228 million, or $0.63 per diluted share,
in the same quarter in 2000.

The utility's reported results for the first quarter include
January and February bills and an estimate for March totaling
$1.1 billion (after tax) for power purchased by the ISO. The
costs reflect the ISO's total purchases for the period,
including real-time power purchases for the California
Department of Water Resources (DWR). Because the ISO cannot
currently separate DWR purchases from purchases it makes to
cover the net open position, the ISO has invoiced the utilities
for its costs. While it disputes these bills, in light of
accounting rules, the utility must recognize them as charges in
the first quarter. Additional charges include the interest
expense associated with financing all past unreimbursed power
costs and the portion of the tax loss that the utility is unable
to carry forward.

Throughout the quarter, the utility continued to deliver
electricity and natural gas to its 13 million customers, while
working in several arenas to bring about a fair and equitable
solution to the California energy crisis. The utility also
continued efforts to ramp up customer energy efficiency programs
in preparation for anticipated power shortages this summer.
Those efforts are ongoing.

On April 6, 2001, the utility filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, believing that the
federal bankruptcy court will ultimately provide the best forum
for reaching such a solution. The utility is currently preparing
its plan of reorganization. The utility intends to move through
and emerge from the Chapter 11 process as expeditiously as
possible.

                   PG&E NATIONAL ENERGY GROUP

On an operating basis, the PG&E National Energy Group (NEG)
contributed $54 million, or $0.15 per diluted share, to the
Corporation's overall results, compared with operating results
of $56 million, or $0.15 per diluted share, in the same quarter
last year.

The NEG continued to execute its growth strategy in the first
quarter, building on a very strong performance for the year
2000. During the first quarter, the NEG obtained independent
investment-grade credit ratings for itself and its energy
trading business, affirming the creditworthiness of both
entities. Those ratings were reaffirmed following the Chapter 11
filing by the Corporation's utility unit. The NEG's solid credit
rating is enabling this unit to move forward with a number of
projects aimed at expanding its power and natural gas asset
base.

In the NEG, our strategy and our ability to execute it remain
solid, as demonstrated by a number of accomplishments in the
first quarter, said Glynn. We fully expect to continue that
unit's outstanding track record of building value for
shareholders.

On the new plant construction front, last quarter the NEG
successfully renegotiated capital agreements for three of its
projects, replacing $729 million in PG&E Corporation credit
guarantees with guarantees at the NEG level. During the quarter,
the NEG also awarded natural gas pipeline capacity as a result
of bidding for new space on the unit's Northwest pipeline. The
NEG is moving forward with plans to expand the capacity of the
pipeline by an additional 200 million cubic-feet per day,
bringing total capacity to 2.9 billion cubic-feet per day. The
NEG has requested expedited federal approval of the project in
order to supply California with much needed natural gas as early
as the winter of 2001.

                          CONCLUSION

We are focussed on resolving the challenges associated with the
California energy crisis fairly and equitably for all parties,
including creditors, shareholders and customers, said Glynn. The
federal court is the best venue for us in which to pursue this
objective. Like all the parties involved, we look forward to
completing this process as quickly as possible. In the interim,
our people remain dedicated to providing our customers with
reliable and safe electric and natural gas service.


PILLOWTEX CORP.: Wants To Employ Cushman As Real Estate Agent
-------------------------------------------------------------
Fieldcrest leases 31,137 square feet of office space on the
fifth floor of a commercial office building at 1271 Avenue of
Americas in New York City from Rockefeller Center North, Inc.
The lease agreement terminates on December 31, 2007, and has a
two-year renewal option has an initial ending. In addition to
the base rent of $44.00 per square foot, the Debtor also pays
for taxes, insurance, security and other necessary expenses in
connection with the lease. The lease provides for a 50-50
sharing with the Rockefeller of any net profits derived from a
sublease of the New York Property.

Convinced that they no longer need space as large as the leased
New York property, Pillowtex Corporation believes it would be in
its estates' and creditors' best interests to sell their
interest in the lease or sublease the property. To identify
prospective purchasers for the lease and subtenants for the New
York property, the Debtors propose to hire Cushman & Wakefield,
Inc., as their exclusive real estate agent and broker.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Delaware, told Judge Robinson that the Debtors
expect Cushman to render real estate agency and brokerage
services in connection with the lease and the property. In
particular, Cushman will assist the Debtors by:

      (a) Advertising the New York property through promotional
          and marketing activities;

      (b) Distributing a standard brokerage flyer;

      (c) Contracting potential lease purchasers and subtenants
          of the property;

      (d) Negotiating a sublease of the property with prospective
          purchasers; and/or

      (e) Negotiating a sale, surrender or cancellation of the
          lease.

Mr. Sudell said that, as provided in the engagement letter and,
subject to Court approval, Cushman will earn a commission upon
any transaction involving either, the property's subleasing or
the lease's sale or cancellation, regardless of whether Cushman
arranges the sale or subleasing. The amount of the commission
earned will be based on a percentage of the total consideration
received by the Debtors. In the event of a sublease, the
commission will be calculated on the average annual rental
specified in the sublease, including the amounts of any
concessions, abatements, or specified rent increases. If a
transaction consists of the assignment, surrender, or
cancellation of all or part of the lease, the commission will be
based upon the aggregate rental for the lease's remaining
unexpired term, plus 5% of any other consideration received by
the Debtors, like monies payable for the transfer of any
fixtures, furniture, equipment or other personal property.

The Debtors explained that the commission earned will be
computed in accordance with a schedule of rates based upon the
aggregate rental stated in the sublease or for the lease's
remaining unexpired term, as applicable. The schedule of rates
is as follows:

      On the 1st year or any fraction thereof 5%
      On the 2nd year or any fraction thereof 4%
      On the 3rd year up to and including the 5th year 3-1/2%
      On the 6th year up to and including the 10th year 2-1/2%
      On the 11th year up to and including the 21st year 2%
      On the 22nd year and thereafter 1%

Stephen R. Downes, Cushman's senior director, admitted that the
firm had rendered prepetition service to the Debtors by
representing Fieldcrest when it originally executed the lease
for the New York Property. However, he attested that the Debtors
do not owe Cushman any amount for the prepetition services and
adds that Cushman is not, and has not been employed by any other
entity in matters related to the Debtors' bankruptcy
proceedings. He acknowledged that, from time to time, Cushman
has provided services, and likely will continue to provide
services, to some of the Debtors' creditors and various other
parties adverse to the Debtors in matters unrelated to the
Debtors' bankruptcy cases.

Mr. Downes assured the Court that Cushman, (a) is not related to
the Debtors, their creditors, the US Trustee, anyone employed in
the US Trustee's office or any other party in interest, and (b)
does not have any connection with, holds or represents any
interest adverse to the Debtors, their estates, their creditors
or other parties-in-interest or their respective attorneys in
the matters for which the firm is proposed to be retained. He
disclosed to Judge Robinson that, during the last two years,
Cushman has had business relations in matters unrelated to the
bankruptcy cases with several parties-in-interest, a few of whom
are:

      (a) Capital Group International; (b) Arthur Anderson; (c)
BSMG Worldwide, Inc.; (d) KPMG LLP; (e) The Bank of New York;
(f) GE Capital Public Finance, Inc.; (g) State Street Bank and
Trust Company; (h) US Bank & Trust Co.; (i) Credit Suisse First
Boston; (j) Gabelli Asset Management; (k) Oaktree Capital
Management, LLC; (l) PricewaterhouseCoopers; (m) The Chase
Manhattan Bank; (n) Comerica Bank; (o) First Union National
Bank; (p) Fleet National Bank; (q) The Fuji Bank, Ltd.; (r)
Wells Fargo Bank (Texas); and (s) National Association.
(Pillowtex Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PLAY-BY-PLAY: Receives Notice of Delisting From Nasdaq
------------------------------------------------------
Play-By-Play Toys & Novelties, Inc. (Nasdaq: PBYP) announced
that on May 1, 2001, it received a Nasdaq Staff Determination
indicating the Company's securities will be delisted from The
Nasdaq National Stock Market, but will be eligible to trade on
the OTC Bulletin Board effective with the open of business on
May 2, 2001.

The Company previously announced on March 1, 2001, that it had
received a Nasdaq Staff Determination indicating the Company no
longer complied with the continued listing requirements of The
Nasdaq Stock Market, and that its securities were therefore,
subject to being delisted from the Nasdaq National Market.
Specifically, the Company did not meet the continued listing
requirements of Nasdaq Marketplace Rule 4450(a)(5), as the
Company's stock had failed to maintain a minimum bid price of
$1.00 per share for the required 30 consecutive days.
Furthermore, the Company's common stock failed to maintain a
minimum market value of public float of $5 million for
30 consecutive days as required by Marketplace Rule 4450(a)(2).
The Company exercised its right to appeal the Staff
Determination and requested a hearing before a Nasdaq Listing
Qualifications Panel. The hearing occurred on April 5, 2001 and
yesterday's Nasdaq Staff Determination was the culmination of
this hearing.

The Nasdaq Listing and Hearing Review Council may, on its own
motion, determine to review any Panel decision within 45
calendar days after issuance of the written decision. If the
Listing Council determines to review this decision, it may
affirm, modify, reverse, dismiss, or remand the decision to the
Panel. The Company will be immediately notified in the event the
Listing Council determines that this matter will be called for
review. The Company may also request that the Listing Council
review this decision. The request for review must be made in
writing and received within 15 days from the date of this
decision. The institution of a review, whether by way of the
Company's request, or on the initiative of the Listing Council,
will not operate as a stay of this decision. The Company has not
made a determination whether to request a review of the
decision.

Play-By-Play Toys & Novelties, Inc. designs, develops, markets
and distributes a broad line of quality stuffed toys, novelties
and consumer electronics based on its licenses for popular
children's entertainment characters, professional sports team
logos and corporate trademarks. The Company also designs,
develops and distributes electronic toys and non-licensed
stuffed toys, and markets and distributes a broad line of non-
licensed novelty items. Play-By-Play has license agreements with
major corporations engaged in the children's entertainment
character business, including Warner Bros., Paws, Incorporated,
Nintendo, and many others, for properties such as Looney Tunes,
Batman, Superman, Garfield and Pokemon.


RAYTHEON COMPANY: Fitch Changes Outlook To Stable From Negative
---------------------------------------------------------------
Fitch has changed its Rating Outlook on Raytheon Company (RTN)
to Stable from Negative.

Fitch also assigned a `BB+' rating to the company's proposed
trust-preferred offering. The 'BBB-' rating on Raytheon's senior
notes is affirmed. The `F3' rating on Raytheon's 3(a)3
commercial paper program is also affirmed. Fitch also assigned a
`BBB-` rating to the company's $2.4 billion unsecured bank
credit facility.

The Rating Outlook Stable is based upon recent improvements in
the company's operating cash flow and profit margins related to
core business units, specifically, Electronic Systems; Command,
Control, Communication and Information Systems (C3I); and
Technical Services. These three units which represent roughly
80% of RTN's revenues have produced solid results during the
last three quarters and are providing greater stability to the
company's business model.

Consequently, further analysis by Fitch reveals lower volatility
(compared to historical levels) reflected by RTN's cash flow
from operations and operating profits on a quarterly basis. The
Stable Rating Outlook is also supported by the company's success
with its Six Sigma program which has lowered operating leverage
and has tightened ongoing working capital requirements.
In addition, RTN's success with divesting non-core businesses
(RTN's Recreational Marine division for $108 million and
Aerospace Services business for $153 million) provides further
credibility to management's ability and commitment to lighten
the company's heavy debt load with net proceeds from non-core
divestitures.

Conversely, the Rating Outlook Stable considers RTN's obligation
to complete work on construction projects in order to satisfy
performance guarantees stemming from a dispute with The
Washington Group International (WGI). Raytheon sold its
Engineering and Construction (REC) unit to WGI in July 2000 and
in March 2001, WGI abandoned and defaulted on numerous projects
thereby requiring RTN, as the contract guarantor, to provide the
necessary funding in order to see these projects to completion.
During the first quarter 2001, RTN took a charge to discontinued
operations of $325 million to reflect the cost estimate to
complete four sizable projects for which RTN had issued
performance guarantees at the time REC was sold to WGI. RTN is
also responsible for additional uncompleted projects (most of
which are 75% completed) in the event that WGI abandons and
defaults on these contracts. The liability associated with these
projects is approximately $125 million and is supported by
performance guarantees with RTN as the contract guarantor.

Consequently, the company expects cash flow from operations to
be effected by the full amount of the charge over the next 4-6
quarters. The Stable Rating Outlook also incorporates the
additional strain the payments will place on the company's
operating cash flow during the near term in order to complete
the WGI projects.

Notwithstanding, Fitch's analysis concludes that the projected
payments related to WGI contract performance guarantees will be
less onerous compared to recent restructuring cash costs. The
$325 million charge and the potential $125 million of additional
performance guarantees that could be exercised in order to
complete the other projects will be less than RTN's quarterly
cash costs taken, on average, during the last 2-3 years when
RTN's leverage was steeper and segment profit margins were less
visible.

The debt ratings reflect Raytheon Company's position as a
leading defense contractor, near-record backlog level and
significant breadth in product offering in defense electronics,
tactical missile systems and aircraft. The rating also considers
management's commitment to improve credit quality and financial
flexibility by reducing fixed costs, divesting non-core
businesses and growing operating cash flow.

Concerns are centered upon high leverage, competitive price
pressures and cash flow obligations in the near term. Also, the
rating takes into consideration the company's high debt levels
as a result of the company's acquisition activity and limited
ability during the near term to reduce leverage substantially to
a level more appropriate for this rating category.

Fitch's assignment of a `BB+' to RTN's proposed trust preferred
securities offering, a $650 million issue of equity security
units, reflects the junior position of the trust preferred stock
relative to RTN's senior indebtedness. RC Trust I will issue the
mandatorily convertible preferred securities in exchange for
subordinated notes issued by RTN. In turn, RTN will sell the
preferred securities and use the net proceeds from the offering,
approximately $629 million, to reduce debt.

Concurrent with the trust preferred offering, RTN will also
issue 11 million shares of class B common stock and will use the
net proceeds, roughly $311 million, to repay maturing debt. The
combination of these offerings, neither being conditioned upon
the other, reflects management's commitment to restore the
company's balance sheet by reducing debt.

As of April 1, 2001, RTN's liquidity position included $483
million of cash and approximately $1.8 billion of availability
under the company's $2.4 billion of bank credit facilities which
are used to support RTN's 3(a)3 commercial paper (CP) program.
The company's debt-to-capital ratio stood at 48.4%, up from
47.9% at fiscal year-end 2000 (FYE'00) while leverage remained
at 4.3 times (x) despite a slightly higher debt load.

Fitch expects moderate improvement in leverage during the next
12 months as RTN applies higher free cash flow concurrent with
divestiture proceeds towards further debt reduction. Maturing
debt in fiscal 2001 and 2002 is $851 million and $1.2 billion,
respectively.

Fitch recognizes management's efforts to improve financial
flexibility and is encouraged by recent initiatives. The current
ratings and stable outlook rely upon future debt reduction and
improving free cash flow over the near term to restore credit
metrics to more appropriate levels within the credit rating
category.


REPUBLIC TECHNOLOGIES: Wins Final Court Nod On $420MM Financing
---------------------------------------------------------------
Republic Technologies International, LLC, the nation's largest
producer of special bar quality steel, has secured final U.S.
Bankruptcy Court approval for its $420 million in debtor-in-
possession financing.

The final approval followed a hearing Tuesday in Akron, Ohio,
and confirmed an April 3 interim order approving the financing.
The financing from a consortium of banks led by Fleet Capital,
based in Boston, has enabled Republic to continue operations
after its April 2 filing under Chapter 11 of the U.S. Bankruptcy
Code.

This final court order affirms to the marketplace that we have
the resources to continue fulfilling customer requirements, said
Joseph F. Lapinsky, Republic's president and chief executive
officer. This is an important step in our reorganization
process. We look forward to serving our customers without
disruption as we build a more valuable business.

Republic Technologies International, based in Fairlawn, Ohio, is
the nation's largest producer of high-quality steel bars. With
4,600 employees and 2000 sales of nearly $1.3 billion, Republic
was included in Forbes magazine's 2000 and 1999 lists of the
largest U.S. private companies. Republic operates plants in
Canton, Massillon, and Lorain, Ohio; Beaver Falls, Pa.; Chicago
and Harvey, Ill.; Gary, Ind.; Lackawanna, N.Y.; Cartersville,
Ga.; Willimantic, Conn; and Hamilton, Ont. The company's
products are used in demanding applications in the automotive,
agricultural, aerospace, off- highway, industrial machinery and
energy industries.


RIDGEVIEW, INC.: Hires Atlas Partners for Property Disposition
--------------------------------------------------------------
On May 1, 2001, Ridgeview, Inc, debtor in possession in
Bankruptcy Case No. 00-50936 in the Western District of North
Carolina, received approval for its retention of Atlas Partners,
LLC as the exclusive disposition agent for five (5) locations
comprising the company's former corporate offices and
manufacturing facilities. The properties are located in Newton,
NC, Mebane, NC and Ft. Payne, AL. These facilities range in size
from 6,000 to 133,000 square feet and total approximately
174,000 square feet.

Ridgeview, Inc., which conducted business under several trade
names including Interknit, Inc. and Tri-Star Hosiery Mills, Inc,
was a designer, manufacturer and marketer of a complete range of
sports, rugged outdoor and heavyweight causal socks and women's
hosiery products. The company filed its Chapter 11 petition in
August, 2000.

Atlas Partners, LLC is a real estate consulting firm that
advises businesses and their lenders on ways to maximize the
value of real estate holdings. The firm is active nationally and
is currently working with retailers, manufacturers and
distributors, and office based companies. Services include
analysis of the value and marketability of fee owned and
leasehold properties, as well as disposition of surplus
facilities by sale, sublease or lease termination. The firm also
provides lease mitigation services, and real estate financing.


SAFETY-KLEEN: J. Burrell Seeks Stay Relief To Pursue PI Claim
-------------------------------------------------------------
Jessie Burrell, as a creditor and party-in-interest in the
Safety-Kleen Corp.'s bankruptcy proceedings, asked Judge Walsh
to grant relief from automatic stay in connection with a
personal injury action which Mr. Burrell intends to commence
against the Debtor Safety-Kleen Corporation. Mr. Burrell, an
employee of Thomas Roofing, was a passenger on a company truck
on Interstate 10 in Mobile County, Alabama, when the company
truck, stopped in a line of traffic was rear-ended by a truck
operated by the Debtors' employee. As a result of the accident,
Mr. Burrell stated he temporarily lost muscle control of his
eyelids, lost some feeling in his forehead, sustained an injury
to an artery, lost his dentures, suffers from headaches, and has
blurred vision. He is expected to have future medical treatment
and continues to suffer pain as a result of the accident. In
addition, Mr. Burrell has lost approximately 81 days of work and
$8,424.00 in wages, and has filed a proof of claim in the
Debtors' cases for the injuries sustained in the accident.

Joseph A. Malfitano, of Young Conaway Stargatt & Taylor LLP, in
Delaware, asserted that this case represents a classic example
of cause for lifting the automatic stay because:

      (a) Upon information and belief, most, if not all, of the
Debtors' ultimate liability will be provided for by insurance
proceeds based upon coverage issued by National Union Fire
Insurance Co., in effect at the time of Mr. Burrell's injuries.
No great prejudice will inure to the Debtors' estates from the
commencement of the action. At most, and only presuming that the
Debtors have no additional insurance coverage, the only harm
that will come to the estates will be the accrual of relatively
minor legal costs incurred in defending the Action;

      (b) Mr. Burrell alleges only state law claims in the
action, claims that will be tried before a jury in the Circuit
Court of Mobile, Alabama;

      (c) Mr. Burrell seeks only liquidation of his claim against
the Debtors in the action, and not the enforcement of any
judgment or remedy against the Debtors. After liquidating the
claim, Burrell would seek enforcement of the judgment against
the Debtors' insurance and/or the Debtors in the Bankruptcy
Court;

      (d) The Bankruptcy Court is expressly barred from hearing
and liquidating Mr. Burrell's personal injury claim; and

      (e) As Mr. Burrell is entitled to have his cause of action
heard in the Circuit Court in a timely manner for the purpose of
liquidating his claim against the Debtors, if the stay is not
lifted, Mr. Burrell stands to face undue prejudice and
hardships.

Mr. Malfitano requested that the Court grant the relief
requested, considering that, as set forth in the draft
complaint, Burrell has alleged, among other things, that the
Debtors' employee so negligently or so wantonly operated their
motor vehicle as to cause or allow their vehicle to hit the
truck Mr. Burrell was in, and as a result of which, causing him
to sustain serious physical and emotional pain. Mr. Burrell
prays for relief from stay, contending that the Debtors are
liable for its agents' acts by virtue of the principle of
command-responsibility, a contention that he expects to prove in
the Circuit Court trial. (Safety-Kleen Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAFETY-KLEEN: Appoints Ronald Rittenmeyer As New Board Member
-------------------------------------------------------------
Safety-Kleen Corp. announced the appointment of Mr. Ronald A.
Rittenmeyer of Plano, TX, to its Board of Directors. The
addition of Mr. Rittenmeyer fills the last vacant position on
the Board.

We are thrilled to have Ron join our Board, said CEO and
Chairman of the Board, David E. Thomas, Jr. His vision and
business experience will allow him to make invaluable
contributions to Safety-Kleen as we move forward in the
reorganization process.

Spanning almost 30 years, Mr. Rittenmeyer's business career
includes executive positions with Frito-Lay Inc., PepsiCo Foods
International and, most recently, AmeriServe, a $10 billion food
service company. Mr. Rittenmeyer joined AmeriServe as President
and CEO following the company's filing for Chapter 11 bankruptcy
protection last year. Under Mr. Rittenmeyer's leadership,
AmeriServe's bankruptcy case was successfully resolved in just
10 months. He currently serves as the Plan Administrator for
AmeriServe, responsible for settling the remaining estate.

Prior to working with AmeriServe, Mr. Rittenmeyer served as
Chairman, President and CEO of RailTex, Inc., in San Antonio,
TX, as President and COO of Ryder TRS, (a truck rental business
which had been divested from Ryder Inc.) in Denver, CO, as a
Principal with Jay Alix & Associates, a nationwide business
turn-around firm, and as President and COO of Merisel (a
distributor of high tech equipment and software) in El Segundo,
CA. He has served on the Board of Directors of RailTex, Ryder
TRS, Groceryworks.com, and Merisel. He currently serves as a
Trustee to the Greenhill School in Dallas, Texas and the Wyoming
Seminary Prep School in Kingston, Pennsylvania.

Mr. Rittenmeyer received his MBA from Rockhurst University in
Kansas City, Missouri. He is also a graduate of Wilkes
University, in Wilkes-Barre, Pennsylvania, where he received a
B.S. in Commerce and Economics.

Based in Columbia, South Carolina, Safety-Kleen Corp. is the
largest industrial and hazardous waste management company in
North America, serving more than 400,000 customers in the U.S.
and Canada. The Company filed for protection under Chapter 11 of
the U.S. Bankruptcy Code in June 2000.


STELLEX TECHNOLOGIES: Wants More Time To Assume & Reject Leases
---------------------------------------------------------------
Stellex Technologies, Inc., et al. seeks a third court order
extending the  time within which the debtors may assume or
reject unexpired leases of  nonresidential real property. A
hearing on the motion will be held on May 9, 2001 before the
Honorable Mary F. Walrath, District of Delaware.

The debtors are currently lessees under 9 unexpired leases
located in New Jersey, New York, Kansas and California. The
debtors seek an order extending the current deadline to assume
or reject the remaining leases for an additional 90-day period,
through and including August 8, 2001.

The debtors' determination as to the ultimate disposition of the
remaining leases depends upon their development and
implementation of their "stand-alone" plan of reorganization.


SUN HEALTHCARE: Rejecting Two CareMatrix Executory Contracts
------------------------------------------------------------
Sun Healthcare Group, Inc. sought the Court's authority to
reject two executory contracts whereby they provide therapy and
related services to CareMatrix Corporation, which commenced its
own bankruptcy in the same court as the Debtors on November 9,
2000.

Originally, there were 6 such contracts. Since the Commencement
Date, however, there are only 2 separate contracts pursuant to
which the Debtors provide services to 2 CareMatrix-operated
facilities: (i) Avery Manor and (ii) CareMatrix of Dedham.

The Debtors told Judge Walrath that as of CareMatrix's Petition
Date, CareMatrix owed them approximately $2,793,713.66 for
therapy services provided to the Facilities pre-petition. More
troubling, the Debtors noted, is that CareMatrix has also failed
to pay for post-petition services through January 2001, which
aggregates $153,922.30. The Debtors continue to provide services
to CareMatrix and sent invoices totaling $60,020.55 for services
provided during the month of February. Payment on those invoices
will be due the beginning of April.

The Debtors said they have attempted on numerous occasions to
contact and work with CareMatrix to discuss a mutually-agreeable
arrangement with respect to the Contracts but to no avail as
CareMatrix is indifferent.

Moreover, as part of the Contracts, SunDance has been handling
the appeal before the Provider Reimbursement Review Board on
behalf of Avery Manor for the year ending December 31, 1996 and
has spent a significant amount of time and money on behalf of
CareMatrix in this respect but has not been compensated for its
efforts, the Debtors complained. Should CareMatrix be successful
in the Appeal, the Debtors make it clear that they reserve their
right to assert that SunDance is entitled to repayment in the
amount of approximately $570,533.00 and may assert an
administrative claim pursuant to 11 U.S.C. section 503 in the
CareMatrix bankruptcy case for such claim. Upon rejection of the
Contracts, Sun will no longer be obligated to handle the Appeal
on behalf of CareMatrix, and does not plan to handle such
Appeal.

The Debtors told Judge Walrath they simply cannot afford to
continue providing services for which they are not being paid.
Rejection of the Contracts, the Debtors' attorneys opined,
complies with the provisions of the Bankruptcy Code and
satisfies the business judgment standard. It is in the best
interests of the Debtors' estates and creditors to reject the
Contracts so that SunDance can re-focus its efforts on providing
services to paying customers, the attorneys represented.

The Debtors also requested, pursuant to Bankruptcy Rules
3003(c)(3) and 3002(c)(4), that any person who may hold or who
may claim to hold a claim against the Debtors or any number of
them arising from the rejection of any of the Contracts be
required to file a proof of claim for such rejection damages on
or prior to 60 days following the date of entry of an order of
the Court rejecting such contracts.

               Limited Objection of CareMatrix

CareMatrix told Judge Walrath that in order to continue to
collect sums due and payable from Medicare, the company requires
the Therapy Logs, but Sun is unwilling to provide it with either
the original or copies of the Therepy Logs. CareMatrix also said
that it was advised by the Manager of the facilities that Sun is
being paid currently in accordance with agreements regarding
payments between the Manager and Sun.

Moreover, CareMatrix said, to reject the contracts as of the
date of the order, as Sun requested, would mean that they would
face the rejection on very short notice. As the services are
essential to patient care at the facilities, CareMatrix requests
that any order approving the rejection of the contracts
condition the rejection on (a) the Debtor providing the Therapy
Logs and all documentation related to CareMatrix, and (b) the
Debtor providing adequate time for a replacement provider to be
secured before terminating the contracts. (Sun Healthcare
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SUNBEAM CORP.: Andersen Firm to Pay $110MM to Settle Fraud Suit
---------------------------------------------------------------
Andersen, formerly called Arthur Andersen, has agreed to pay
$110 million to settle a fraud suit over its accounting work for
struggling appliance maker Sunbeam Corp., according to the
Associated press. The settlement is the second largest paid by
an accounting firm in a securities lawsuit, standing only behind
$335 million paid by Ernst & Young to Cendant shareholders in
1999. The money represents the bulk of the recovery that common
stockholders can hope to obtain in the case because the maker of
Sunbeam, Oster, Mixmaster, Mr. Coffee and First Alert devices is
under bankruptcy protection. As part of its bankruptcy
restructuring, Boca Raton-based Sunbeam agreed to drop its nine-
year listing on the New York Stock Exchange and become private.
(ABI World, May 2, 2001)


TITANIUM METALS: Reports Narrower Net Loss In First Quarter 2001
----------------------------------------------------------------
Titanium Metals Corporation ("TIMET")(NYSE: TIE) reported a loss
before special items for the first quarter of 2001 of $3.8
million, or $.12 per share, compared to a loss before special
and extraordinary items in the first quarter of 2000 of $8.3
million or $.26 per share. TIMET's net loss for the first
quarter of 2001 was $3.6 million, or $.12 per share, compared to
a net loss of $15.1 million, or $.48 per share, for the same
quarter in 2000.

Sales of $124 million in the first quarter of 2001 were 18%
higher than the year-ago period. This resulted principally from
the net effects of an 18% increase in mill product sales volume,
a 4% decrease in mill product selling prices (expressed in U.S.
dollars using actual foreign currency exchange rates prevailing
during the respective periods) and changes in product mix. In
billing currencies (which exclude the effects of foreign
currency translation), mill product selling prices decreased 1%.
Melted product (ingot and slab) sales volume increases of 75%
from year-ago levels were partially offset by selling price
decreases of 3%.

As compared to the fourth quarter of 2000, sales were impacted
by an 8% increase in mill product sales volume, a 3% increase in
mill product selling prices (expressed in U.S. dollars) and
changes in product mix. In billing currencies, mill product
selling prices increased 2%. Melted product sales volume in the
first quarter of 2001 was unchanged compared to the fourth
quarter of 2000, while selling prices increased 7%. TIMET's
backlog at March 31, 2001 was approximately $290 million,
compared to $185 million at the end of March 2000 and $245 at
year-end 2000.

J. Landis Martin, Chairman and CEO of TIMET said, "Shipments and
margins in the first quarter were slightly better than
anticipated. Industry trends continue to indicate that our
operating results should improve this year compared to 2000
levels. The increase in our backlog during the first quarter is
consistent with our expectation of higher sales volumes and
improved pricing over the course of this year."


TRANSWESTERN: Moody's Reviews Ratings For Possible Downgrade
------------------------------------------------------------
Moody's Investors Service placed the following ratings of
TransWestern Publishing LLC under review for possible downgrade:

      * Ba3 assigned to the $70 million secured revolver;

      * Ba3 assigned to the $85 million term loan;

      * B2 assigned to the $140 million senior subordinated
        notes, due 2007;

      * B3 assigned to the $57.9 million 11.875% senior discount
        notes, due 2008, at TransWestern Holdings LP;

      * the B1 senior unsecured issuer rating; and

      * the Ba3 senior implied rating.

Approximately $350 million of debt securities are affected.

Moody's states that the review was prompted by the the company's
announcement that it has agreed to acquire WorldPages.com, Inc.
(not rated by Moody's) in an all cash merger. The reported
consideration is $215 million including the assumption of debt.
If approved, this would be TransWestern's largest acquisition,
according to Moody's. Pro-forma for the transaction,
TransWestern said it has revenues of approximately $280 million
in 2000, while financing arrangements have not yet been
disclosed. Moody's relates that its review will include an
analysis of the pro-forma capital structure, financial leverage,
liquidity and cash flow.

California-based TransWestern Publishing is an independent
telephone directory publisher with 270 community-oriented
telephone directories in 18 states.


UNOVA INC.: Fitch Downgrades Senior Debt Rating To CCC From B+
--------------------------------------------------------------
Fitch has downgraded the rating on UNOVA, Inc.'s (NYSE:UNA)
senior notes to 'CCC' from 'B+'. At the same time, the rating
has been removed from Rating Watch Evolving status where it was
placed on June 22, 2000, following the company's announcement
that it had retained an investment bank to explore strategic
alternatives. Debt securities rated include $100 million 6.875%
senior notes due 2005 and $100 million 7% senior notes due 2008.
The Rating Outlook is Negative.

The downgrade reflects the termination of discussions regarding
the strategic alternatives the company was exploring, which
could have resulted in substantial debt reduction. While the
company is attempting to monetize other assets, such as a
portion of surplus funds in its defined pension benefit plan,
UNA must obtain certain regulatory agency approvals. In
addition, anticipated proceeds of approximately $100 million,
while meaningful, would lead to less improvement in the capital
structure than would have occurred with the sale of a business
segment or the entire company.

In addition, while UNA has improved its liquidity through a $400
million amended secured bank credit agreement ($80 million
currently available) that matures on Nov. 8, 2001, UNA confronts
a difficult lending environment and faces considerable
refinancing risk. The company is currently negotiating with
lenders to obtain longer term financing, however, UNA's ability
to secure financing will likely depend on improved liquidity
through asset monetization as well as continued operational
improvement, which are uncertain at this time. UNA currently has
$270 million outstanding under its secured credit agreement.

UNA has realized operational improvements in both its Automated
Data Systems (ADS) segment and Industrial Automation Systems
(IAS) segment. In particular, while the ADS segment posted a $6
million operating loss during the first quarter 2001, the
segment had generated an operating loss of approximately $22
million (adjusted for non-recurring items) during the fourth
quarter. In addition, during the typically weakest quarter for
the segment, first quarter revenues increased approximately $6
million over fourth quarter 2000 revenues of $164 million.
Improvements were a result of a continued recovery in the direct
store delivery market, on going improvements in the segment's
service division and cost reductions.

In the IAS segment, first quarter 2001 operating profit
increased to approximately $13 million on sales of $233 million
compared to $2 million operating profit (adjusted for non-
recurring items) on $269 million in revenues during the fourth
quarter of 2000, demonstrating noticeably improved margins.
Profitability improved due to better product mix and enhanced
contract margins as costs associated with the installation of
flexible systems have declined.

While operations have improved, Fitch maintains a Negative
Rating Outlook based on the uncertainty regarding UNA's ability
to achieve sustainable profitable growth. While revenues
increased sequentially in the ADS segment, UNA faces potentially
softer technology spending. In addition, while backlog has begun
to flatten out in the IAS segment, with order backlog of $511
million at March 31, 2001, compared to $515 million at Dec. 31,
2001, orders from automotive and aerospace customers remain
weak.


VIATEL INC.: Files Chapter 11 Petition in Wilmington
----------------------------------------------------
Viatel, Inc. (Nasdaq: VYTL), a Delaware holding company, and all
of its U.S. subsidiaries had filed voluntary petitions for
Chapter 11 protection with the United States Bankruptcy Court in
Delaware. The Company said that it took this step to facilitate
the restructuring of its balance sheet, the winding-up of
certain unprofitable businesses principally in the U.S., and the
continuation of support for its core business in Europe. By
closing down much of the residential voice business acquired
from Destia Communications, Inc., which had disproportionately
drained the Company's cash resources, the Company said it
expected to be able to maximize the value of its pan-European
broadband network and growing enterprise business either through
a strategic alliance or via a stand-alone restructuring. The
Company emphasized that except for the residential voice
businesses being wound-up, the Chapter 11 filing was not
expected to have any impact on its continuing European
businesses which are conducted by separate European subsidiaries
that have sufficient liquidity to carry on business in the
ordinary course and which the Company intends to continue to
support. With respect to these core European and UK businesses,
Viatel will continue to maintain normal business operations for
its customers, providing all products and services in accordance
with applicable contractual and regulatory requirements.

In connection with its filing, the Company announced that it had
implemented further workforce reductions which resulted in the
layoff of approximately 350 employees. The Company said that it
would be seeking bankruptcy court approval for an employee
retention plan intended to reincentivize remaining employees to
continue working with the Company through the Chapter 11
process. About Viatel: Viatel is the builder-owner-operator of
state-of-the-art pan-European, trans-Atlantic and metropolitan
fiber-optic networks and provider of advanced telecommunications
products and services, including bandwidth, to corporations,
carriers, ISPs, ASPs and SANs. For more information about
Viatel's products and services, visit the company's Website at
http://www.viatel.com.


VIATEL INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Viatel, Inc.
              685 Third Avenue
              New York, New York 10017

Debtor affiliates filing separate chapter 11 petitions:

              Viatel Argentina Holdings, Inc.
              Viatel Communications, Inc.
              Viatel Services, Inc.
              Viatel Financing Trust I
              Viatel Development Company
              Voicenet Corporation
              Viatel Finland, Inc.
              Viatel Argentina Management, Inc.
              Viatel Global Communications, Ltd.
              Viatel Brazil Holdings, Inc.
              Viatel Nebraska, Inc.
              Viatel Brazil Management, Inc.
              Viatel New Jersey, Inc.
              Viatel Cable Assets Inc.
              Viatel Sales U.S.A., Inc.
              Viatel Circe Cable System, Limited
              Viatel Sweden, Inc.
              Viatel Colombia Holdings, Inc.
              Viatel Colombia Management, Inc.
              Viatel Virginia, Inc.
              Viatel Resco, Inc.
              YYC Communications, Inc.
              DESTIA.COM, INC.
              Off the Mall Advertising Inc.

Type of Business: Viatel, through its domestic and foreign
                   subsidiaries, is the builder, owner and
                   operator of a state-of-the-art, pan-European,
                   trans-Atlantic and metropolitan fiber-optic
                   network and a provider of advanced
                   telecommunications products and services to
                   corporations, carriers, internet service
                   providers, and applications service providers
                   in Europe and North America.

Chapter 11 Petition Date: May 2, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-01599 through 01-01623

Debtors' Counsel: Gregg M. Galardi, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                   P.O. Box 636
                   Wilmington, DE 19899
                   (302) 651-3000

                       and

                   D. J. Baker, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                   4 Times Square, New York, New York 10036
                   (212) 735-3000

Total Assets: $2,124,000,000

Total Debts: $ 2,683,000,000

Lists of Debtors' 20 Largest Unsecured Creditors

A. Viatel Inc.

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------

The Bank of New York, as         Bonds            $500,000,000
trustee for holders of 12.50%
Senior Discount Notes due 2008
Contact: Luiz Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Bonds            $400,000,000
trustee for holders of 11.25%
Senior Notes due 2008
Contact: Luiz Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Bonds            $269,456,000
trustee for holders of 11.50%
Senior Dollar Notes due 2009
Contact:  Luis Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Bonds          DM 226,000,000
trustee for holders of 12.40%
Senior Discount Notes due 2008
Contact: Luiz Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Bonds            $200,000,000
trustee for holders of 11.50%
Senior Dollar Notes due 2009
Contact: Luiz Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Bonds          DM 178,000,000
trustee for holders of 11.15%
Senior Notes due 2008
Contact: Luiz Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595


The Bank of New York, as         Bonds            $150,000,000
trustee for holders of 11.50%
Senior Euro Notes due 2009
Contact: Luis Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Bonds            i300,000,000
trustee for holders of 12.75%
Senior Euro Notes due 2008
Contact:  Luis Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

The Bank of New York, as         Note             $180,000,000
trustee for holders of Viatel
Financing Trust I Preferred
Securities
Contact: Luis Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

Lucent Technologies Inc.         Trade              $7,041,000
Contact: Arthur Saiewitz
Room C3D01
283 King Georges Road
Warren, NJ 07059
Tel: 908-559-3105
Fax: 908-559-2174

Concert Communications           Trade              $6,600,000
Company
Contact: Matt Swensen
340 Mt. Kemble Avenue
Morristown, NJ 07960
Tel: 973 326-5629
Fax: 973 326-2903

Atlantic Crossing Ltd.           Trade              $3,600,000
Contact: Mary Lynn Robinson
Wessex House, 45 Reid Street
Hamilton, HM-12 Bermuda
Tel: 441-296-8600
Fax: 441-296-8606

Credit Suisse First Boston       Trade              $3,000,000
Contact: Adam Parten
11 Madison Avenue
New York, NY 10010
Tel: 212 538-6204
Fax: 212 325-3233

Level 3 Communications           Trade              $2,900,000
L.L.C.
Contact: Larry Thomas
1025 Eldorado B oulevard
Bloomfield, CO 80021
Tel: 877 453-8353
Fax: 877-553-8353

Teleglobe Inc.                   Trade              $2,200,000
Contact:  Claude Durocher
1000, de la Gauchetiere Street,
West Montreal, Quebec
Canada H3B 4X5
Tel: 514-868-8125
Fax: 514-868-7187

Sullivan Associates              Trade              $2,000,000
Contact: John M. Perry
20 Troy Road
Whippany, NJ 07981
Tel: 973-428-4770
Fax: 973-428-4771

Worldcom, Inc.                   Trade              $1,900,000
Contact: Frank Hickson
6929 North Lakewood Avenue
5.2-510
Tulsa, OK 74117
Tel: 918-590-6783
Fax: 918-590-0366

Facilicom/W orld Access/         Trade              $1,821,000
World Xchange
Contact: Gary Breeden
1401 New York Avenue NW
Washington, DC 20005
Tel: 800-272-1192
Fax: 202 661-6995

Cignal Global Communications     Trade              $1,800,000
Contact: Neil Isaacson
25 First Street
Cambridge, MA 02141
Tel: 617-588-8000
Fax: 617-588-8001

ICS Builders, Inc.               Trade              $1,600,000
Contact: Michael Nicholson
17 West 24 th Street
New York, NY 10010
Tel: 212 633-1300
Fax: 212-633-9427


B. Viatel Communications Inc.

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
The Bank of New York, as         Bonds            $155,000,000
trustee for holders of 13.50%
Senior Notes Due 2007
Contact: Luis Perez
101 Barclay Street, Floor 21W
New York, NY 10286
Tel: (212) 815-8387
Fax: (212) 815-5595

Global Crossing                  Trade             $37,644,000
Telecommunications Inc.
Contact: Cliff Gladys
20 Oak Hollow, Suite 300
Southfield, MI 48034
Tel: 248-386-8538

Qwest Communications             Trade              $9,800,000
International, Inc.
Contact: Bruce Kramer
1801 California Street
Denver, CO 80202
Tel: 800-672-8520

Facilicom/World Access/          Trade              $5,102,000
World Xchange
Contact: Gary Breeden
1401 New York Avenue NW
Washington, DC 20005
Tel: 800-272-1192
Fax: 202 661-6995

Nortel Networks PLC              Trade              $2,800,000
Contact: Steve Cassidy
Maidenhead Office Park
Westacott Way
Maidenhead, Berkshire
SL6 3QH England
Tel: 441628 438-912

Teleglobe Inc.                   Trade              $2,640,000
Contact: Claude Durocher
1000, d e la Gauchetiere Street,
West Montreal, Quebec
Canada H3B 4X5
Tel: 514-868-8125
Fax: 514-868-7187

AT&T Canada                      Trade              $2,336,000
Contact: Rod Hooktwith
200 Wellington Street West
Toronto, Ontario
Canada, M5V3G2
Tel: 416-345-2480
Fax: 416-345-2481

Electric Lightwave Inc.          Trade              $1,967,000
Contact: Joe Neumayer
4400 Northeast 77 th Street
Vancouver, WA 98662
Tel: 360-816-3239
Fax: 360-816-3298

Bell South Long Distance, Inc.   Trade              $1,845,000
Contact: Chris Shope
400 Perimeter Center Terrace
Suite 350
Atlanta, GA 30346
Tel: 770-352-3000

Sprint Corporation               Trade              $1,424,000
Contact: Mara Nicandro
3100 Cumberland Boulevard
Atlanta, GA 30339
Tel: 404-649-6334
Fax: 404-649-6360

Verizon Communications Inc.      Trade              $1,153,000
Contact: Charles Lee
1095 Avenue of the Americas
New York, NY 10036
Tel: 212 395-2121
Fax: 212 869-3265

Worldcom, Inc.                   Trade                $970,000
Contact: Frank Hickson
6929 N. Lakewood Avenue,
5.2-510
Tulsa, OK 74117
Tel: 918-590-6035
Fax: 918-590-0366

ITXC Corp.                       Trade                $560,000
Contact:  Linda Appezzato
600 College Road East
Suite 1000
Princeton, NJ 08540
Tel: 609-750-3333
Fax: 609-419-1511

Golden Lines International       Trade                $550,000
Communications Services Ltd.
Contact: Merav Zagagi
25 Hasvim Street
Petach-Tikva
Israel 49170
Tel: 972-3-9272111
Fax: 972-3-9272245

Barak I.T.C.                     Trade                $500,000
Contact:  Orly Rubin
15 Hamelacha Street,
Park Cible
Rosh H a'ayin, 48 091 Israel
Tel: 9723-900-1039
Fax: 9723-900-1599

Americatel                       Trade                $500,000
Contact: Francisca Puga
4045 NW 97 th Avenue
Miami, FL 33178
Tel: 305-717-0200
Fax: 305-994-7295

Stonebridge Technologies         Trade                $488,000
Contact: George Garnett
1800 Century B oulevard
Suite 1450
Atlanta, GA 30345
Tel: 404-248-1226
Fax: 404-248-1227

ACC Telecom                      Trade                $460,000
Contact: Max Reardon
400 West Avenue
Rochester, NY 14611
Tel: 716-987-3000
Fax: 716-987-3450

IDT Corporation                  Trade                $430,000
Contact: Vito Panzella
520 Broad Street
Newark, NJ 07102
Tel: 973-438-4594
Fax: 973-438-1455

US LEC Corp.                     Trade                $413,000
Contact: Robert Stanton
6801 Morrison Boulevard
Charlotte, NC 28211
Tel: 704-319-1000
Fax: 704-319-3020


VIATEL: Nasdaq Halts Shares Trading & Asks For More Information
---------------------------------------------------------------
The Nasdaq Stock Market announced that the trading halt status
in Viatel, Inc., (NASDAQ:VYTL) was changed to additional
information requested from the company.

Trading in the company had been halted Wednesday at 8:53 a.m.
Eastern Time for News Pending at a last sale price of .26.
Trading will remain halted until Viatel, Inc. has fully
satisfied Nasdaq's request for additional information.
For news and additional information about the company, please
contact the company directly or check under the company's symbol
using InfoQuotes(SM) on the Nasdaq Web site.


VLASIC FOODS: Retains Goldin As Restructuring Consultant
--------------------------------------------------------
Prior to the Petition Date, Goldin Associates, LLC, pursuant to
an Engagement Letter with Vlasic Foods International, Inc., was
aiding the Debtors through a contemplated financial and
operational restructuring. When Robert I. Bernstock, the
Debtors' former CEO resigned, the Debtors explored alternatives
for obtaining critical management services to guide the Debtors
through their bankruptcy preparations, bankruptcy filings and
postpetition operations. Having determined that they need a
crisis management firm, Debtors asked Judge Walrath to authorize
the employment and retention of Goldin Associates as their
restructuring consultant, and further asked that she authorize
the waiver of information requirements regarding the filing of
specific time records.

Pursuant to the Engagement Letter, Goldin Associates will
provide interim management services, including directing the
Debtors' day-to-day affairs and managing the restructuring
process. Robert A. Weber at Skadden, Arps, Slate, Meagher & Flom
LLP in Delaware apprises Judge Walrath that the Debtors have
requested Goldin Associates to render interim management
services in connection with the stabilization and turnaround of
the Debtors' businesses.

The Debtors have paid Goldin Associates:

      (a) an initial fee of $375,000 to be applied against the
          firm's fees, excluding expenses for the engagement;

      (b) a subsequent fee of $50,000 to be applied against
          Goldin Associates' fee; and

      (c) a $50,000 retainer for expenses specific to the
          engagement, requiring the firm to return to the Debtors
          any unexpended portion of the expense retainer upon the
          termination of the engagement.

Under the Engagement Letter, Goldin Associates is entitled to
compensation for its services as follows:

      (a) $375,000 for the first 3 months of the engagement and
          $125 per month after that, for services rendered by
          David Pauker;

      (b) $50,000 per month for services rendered by any
          additional Goldin executive, provided that executive
          devotes his or her principal professional efforts to
          the engagement by the Debtors in any such month; and

      (c) $2,400 per diem for a Goldin Associates' executive who
          is not devoted principally to the Debtors' engagement.

Goldin Associates will be reimbursed for all reasonable out-of-
pocket expenses incurred in connection with the engagement.

In addition to these fee and expense reimbursements, Goldin may
be entitled to a success fee, in accordance with the following
schedule: (i) $600,000 as an incentive fee if a reorganization
plan is filed within 6 months of the Engagement Letter and is
confirmed within 12 months of the Engagement Letter, and (ii)
$300,000 as an incentive fee if a reorganization plan is filed
within 12 months of the Engagement Letter and is confirmed
within 18 months of the Engagement Letter.

The Debtors wish to continue to employ Goldin Associates on the
same terms and conditions as provided in the Engagement Letter,
which the Debtors believe to be consistent with and typical of
arrangements entered into by Goldin Associates and other crisis
management and turnaround consulting firms with respect to
rendering similar services to clients such as the Debtors.
Subject to Court approval, Goldin Associates has agreed to be
employed and retained pursuant to the terms and conditions of
the Engagement Letter.

Mr. Weber added that Goldin Associates will file interim and
final fee application with the Court; however, in lieu of time
records for each professional, its fee applications will contain
a general description of worked performed by the firm,
supplemented by time records for those professionals working on
a per diem basis. This is so, he explained, because, while Mr.
Pauker is working full-time on the Debtors' restructuring
efforts at their Cherry Hill, New Jersey headquarters, and
another Goldin Associates' employee is working virtually full-
time on the Debtors' restructuring, the Debtors have been
advised that it is not the practice of Goldin Associates or
other restructuring consultants to maintain detailed daily time
records when engaged on a full-time basis performing interim
management consulting. In the case of these professionals, it is
impractical for them to maintain time and task records on a
daily basis. To the extent that Goldin Associates provides
additional restructuring professionals on a per diem basis
providing specific services to the Debtors, those professionals
will maintain daily records of time spent and task performed.
Accordingly, the Debtors requested a modification or waiver of
information requirements so as to permit Goldin Associates to
submit fee applications containing a general description of the
work performed with the supplemental time records for per diem
basis.

Harrison J. Goldin, a principal in the consulting firm of Goldin
Associates assured Judge Walrath that, to the best of his
knowledge, information and belief, insofar as he has been able
to ascertain after due inquiry, neither he, Goldin, nor any
principal or employee of Goldin (a) is related professionally to
the Debtors, their creditors or any party in interest, the US
Trustee or anyone employed in the US Trustee's office, or (b)
has any connection with or holds or represents any interest
adverse to the Debtors, their estates, creditors or any other
party in interest or their respective attorneys in the matters
for which the firm is proposed to be retained except that,
Goldin Associates, has in the past, and may continued to have in
the future, in matter unrelated to the Debtors or their
bankruptcy cases, commercial or professional relationships
directly or indirectly with customers, competitors and creditors
of the Debtors. However, he guaranteed that none of these
relationships create a conflict of interest with regard to the
Debtors or their cases.

Further, Mr. Goldin disclosed the following relationship with
interested parties in the bankruptcy proceedings:

            Current Connection of Goldin Associates

Goldin Associates described its current connections with
professionals and creditors having claims against the Debtors,
but assured Judge Walrath that in no instance does it represent
the described parties in any matters adverse to these estates in
the matters for which approval of its employment is sought:

      (a) (i) Arthur Anderson has provided consulting services to
Goldin Associates as the Plan Administrator pursuant to First
Interregional Advisors' court-approved bankruptcy plan, and (ii)
Goldin Associates is the trustee pursuant to Power Company of
America's court-approved bankruptcy plan, where PCA Trust is
pursuing various claims against Arthur Anderson;

      (b) Bank of New York, as indenture trustee, is a member of
the oversight committee created by Pegasus Gold's court-approved
bankruptcy plan, where under the same plan, Goldin Associates is
trustee;

      (c) Bankers Trust, as former indenture trustee for bonds
issued by SemiTech, is identified as a potential defendant,
while Goldin Associates is the Litigation Manager-designate
pursuant to SemiTech's court-approved bankruptcy plan;

      (d) Chubb is D&O insurer of SmarTalk and Worldwide
DirectGoldin while Goldin Associate is trustee-designate in
connection with SmarTalk's pending bankruptcy plan and is
successor to any action by the creditors' committee against or
defended by Chubb;

      (e) Citibank, as bank agent, is a member of the oversight
committee created by Pegasus Gold's approved plan;

      (f) Goldman Sachs is a large bondholder of Coram Healthcare
while Goldman Associates has been designated as Independent
Restructuring Officer in connection with Coram's bankruptcy;

      (g) Lehman Brothers is an ex-officio member of the
oversight committee under Semitech's approved plan;

      (h) Marsh is a preference defendant in the Pegasus Gold
Case;

      (i) Mellon Bank is the trustee of a trust against which
Color Title's Creditors Committee, to which committee Goldin
Associates is financial advisor and provides litigation support,
is currently pursuing a preference action;

      (j) Morgan Guaranty is a trustee to a trust from which
Color Title's Creditors' Committee is currently pursuing a
preference action; and

      (k) PricewaterhouseCoopers (i) has provided litigation or
investigation support to several Trusts of which Goldin
Associate is Trustee, including those created pursuant to the
bankruptcies of Power Company of America and WRT Energy, and
(ii) is a defendant in a preference action brought by Golden
Associates as Trustee in connection with Pegasus Gold, while
Goldin Associates is trustee-designate in connection with
SmarTalk's pending bankruptcy plan and is the potential
successor to an action brought by the creditors' committee
against PricewaterhouseCoopers in that matter.

            Non-current Connections of Goldin Associates

      (a) A Subsidiary of Alliance was a large bondholder of WRT
Energy Corp. while Goldin Associates is the trustee of a trust
created pursuant to the Debtor's bankruptcy plan;

      (b) During First Interregional Advisors' bankruptcy, Arthur
Anderson provided consulting services to the trustee who is a
managing director of Goldin Associates;

      (c) Bank of New York is a collateral agent for certain
securities issued by the Grand Court Lifestyles, while Goldin
Associates was its restructuring adviser;

      (d) Bankers Trust was Pharmacy Fund's depository and
subject of claims initially investigated by Golden Associates
when it provided interim management services during Pharmacy's
bankruptcy;

      (e) Bank of Nova Scotia was a member of the Creditors'
Committee during Pegasus Gold's bankruptcy;

      (f) Bank One was a member of the Creditors' Committee
during Pegasus Gold's bankruptcy;

      (g) CAN solicited Goldin Associates' advised in connection
with investments in securities issued by a large home products
retailer;

      (h) J.P. Morgan was financial advisor to the Rockefeller
Group while Goldin Associates acted as the Rockefeller Group's
restructuring during the Rockefeller Center Properties'
bankruptcy;

      (i) PricewaterhouseCoopers provided accounting and
consulting services to the Rockefeller Group and was supervised
by Goldin Associates during the Rockefeller Center's bankruptcy;

      (k) Skadden Arps (i) was Counsel and Goldin Associates was
Financial Advisor to United Merchants and Manufacturers and also
to Tower Air, during their respective bankruptcies, and (ii) has
on several occasions engaged Goldin Associates to assist with
litigation involving several of its clients; and

      (l) Kramer Levin Naftalis & Frankel (i) was counsel to
Goldin Associates, the examiner in the bankruptcy of Bruno's,
(ii) represented Goldin Associates in certain matters relating
to Granite Partners' bankruptcy in which Goldin Associates was
Trustee, (iii) has a partner who, while at another firm,
previously represented the Mcorp Trust and WRT Trusts on various
matters while Goldin was Trustee, (iv) has another partner who,
while at a different firm, provided the Pegasus Gold Trust with
legal advice regarding termination of a 401k plan.

               The United States Trustee Charges
               that Goldin Controls the Debtors

In support of her objection to the Debtors' application to
employ Goldin Associates as Restructuring Consultant and waiving
certain information requirements, Patricia A. Staiano, the
United States Trustee for Region III, through her counsel,
Joseph J. McMahon, Jr., told Judge Walrath that Goldin
Associates is not a disinterested person as required by
bankruptcy law because it may be regarded as an "insider". The
term "insider" includes, officer of the debtor, person in
control of the debtor, and managing agent of the debtor.

Ms. Staiano charged that the Engagement Letter indicates that
Goldin Associates would be responsible for directing the
Debtor's day-to-day affairs and for managing the restructuring
process. All employees of the Debtor report to David Pauker,
Goldin Associates' Managing Director. The Engagement Letter
provides that Mr. Pauker shall be called the Acting Chief
Executive, Chief of Restructuring or such other designation as
may be appropriate, but he shall not be required to be an
officer or director of the Company. The level of control that
the Debtors have afforded, and propose to afford, to Goldin
Associates, and the terms of the Engagement Letter itself,
raises issues as to whether Goldin is an officer de jure and/or
de facto officer of the Debtors.

The Trustee contended that, because the term "insider" embraces
a person in control of the Debtor, the broad and ultimate
managerial authority granted Goldin Associates, raised the issue
as to whether it is a person in control. While the phrase
"person in control" is not defined in the Bankruptcy Code, a
"person" is defined as including an individual, a partnership or
a corporation, and the undefined term "control", in its
ordinary, contemporary, common meaning is the power or authority
to manage, direct, superintend, restrict, regulate, govern,
administer or oversee. It can be deduced that a person in
control therefore can be anyone involved in the Debtors'
management, whether they are formally designated as officers or
not.

The Court should deny the Debtors' application, Ms. Staiano
asserted, because, based upon the description of services to be
provided by Goldin Associates contained in the engagement letter
and the application, Goldin may be a managing agent of the
Debtors. Citing one court decision, the Trustee explained that a
managing agent is an entity that exerts or could exert
operational control over a debtor, including the ability to make
personnel decisions, the authority to incur or pay obligations,
and controlling access to financial and other information
essential to the operation of the debtor. An example of a
managing agent would be a person in charge of a corporate debtor
who, nevertheless, is not an officer or director.

             The Trustee objects to the fee structure

In voicing out her objection, Ms. Staiano protested that Goldin
Associates' fee structure should not be granted at the outset of
the engagement. Rather, the ability of parties-in-interest,
including the Trustee and the Court, to review Goldin
Associates' fee structure under bankruptcy law should be
preserved.

             The Trustee wants detailed time records

In addition, the Trustee believes, as she objected, that the
Debtors seek an overly broad waiver of specific time records for
Goldin Associates. All Goldin Associates' employees should be
required to keep track of tasks performed and time spent
performing those tasks, and while the Court possesses the
authority to allow Goldin Associates to keep time records in
increments greater than 1/10 of an hour, Goldin Associates to be
entitled must demonstrate cause for modification. (Vlasic Foods
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


W.R. GRACE: Honoring Prepetition Customs Duties & Brokers' Fees
---------------------------------------------------------------
In the course of their normal business operations, W. R. Grace &
Co. receive quantities of raw materials, parts and components
from companies located overseas. The importation of these
Imported Goods is critical to the Debtors' business operations,
David B. Siegel, Grace's Senior Vice President and General
Counsel, told Judge Newsome. "Any disruption or delay in the
receipt of the Imported Goods would adversely affect the
Debtors' business operations, and would be detrimental to the
Debtors' ability to reorganize," Mr. Siegel continued.

The United States Customs Service collects certain customs
duties imposed on Imported Goods. The Debtors employ customs
brokers, as described below, to file an "entry" on behalf of the
relevant Debtor and pay the customs duties when Imported Goods
arrive in the United States. It is imperative that the Debtors'
customs brokers, as the Debtors' agents, continue to have the
authority to make Entry Payments to the Customs Service even if
the Debtors incurred the liability for the relevant entries
prior to the Petition Date. If these Entry Payments are not
timely made, the Customs Service may detain future deliveries of
the Imported Goods as well as implement various sanctions
against the relevant Debtor, including fines. If the Imported
Goods remain in the custody of the Customs Service for over 48
hours, the relevant Debtor will be charged for the storage of
such Imported Goods. It is imperative that the Debtors are able
to pay their custom brokers and/or the Customs Service so that
the Debtors will continue to receive the Imported Goods without
delay to ensure continuous manufacturing operations and to avoid
paying significant amounts in storage fees.

After the Entry Payment is made and the Imported Goods are
delivered to the relevant Debtor, an import specialist at the
Customs Service reviews the documents submitted by the
respective Debtors' agent and determines whether the amount of
the Entry Payment was correct. If a specialist determines that
further duty amounts are owed, an additional amount is assessed
and a bill "at liquidation" (i.e., the final computation of the
duties accruing on an entry) is issued. That liquidation amount
is then payable by the relevant Debtors' customs broker. It is
essential that the assessed Liquidation Payments are made
promptly by the Debtors' agents. If duties remain unpaid, the
Customs Service will assess interest charges and may impose
sanctions against the Debtors. Those sanctions may include
denial of importing privileges and/or substantial monetary
penalties. At a minimum, the Customs Service is likely to demand
that all Imported Goods be paid on a "cash before receipt,"
rather than "entry" basis. This so called "live entry" policy
will necessarily result in substantial delay in the receipt by
the Debtors of the Imported Goods and increased storage charges
by the Customs Service.

By Motion, the Debtors sought and obtained Court authority to
honor all prepetition Customs Obligations. In addition, the
Debtors have posted three bonds to the Customs Service in the
amount of $370,000 to secure payment of their obligations to the
Customs Service. It is important that the Customs Service is not
forced to draw on this bond for the payment of the Debtors'
prepetition obligations. If this occurs, the Debtors would be
required to post a new bond to secure its obligations at
significant additional cost.

As a consequence of the complexity of the U.S. customs laws and
regulations and the dire consequences that can befall an
importer for failure to follow them strictly, it is customary
for importers to use the services of professional customs
brokers and freight forwarders as agents for the importer. The
Debtors use the services of multiple customs brokers and freight
forwarders. The Customs Brokers are a vital link in the Debtors'
chain of supply: they complete paperwork necessary for customs
clearance; prepare import summaries; and obtain tariff numbers
and perform numerous other miscellaneous services for the
Debtors. Most important, the Customs Brokers advance funds on
behalf of the Debtors to pay Customs Duties, as well as the
charges of certain ocean, air and land Shippers and certain
miscellaneous storage and handling expenses.

The Debtors also pay the Customs Brokers for their services. The
Customs Brokers submit invoices to the relevant Debtor for both
the Advances and the Brokers Fees. Generally, the Customs
Brokers receive payment from the Debtors one or two weeks after
the receipt of the invoices.

As of the Petition Date, certain of the Custom Fees, Advances,
and certain Brokers Fees for prepetition services have not been
paid by the Debtors. The Debtors estimate that the amount of
such outstanding Custom Duties, Advances and Brokers Fees is
approximately $830,000. Judge Newsome approves the Debtors'
payment of the Brokers Fees too. (W.R. Grace Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: U.S. Trustee Balks At McDermott's Retention
----------------------------------------------------------------
Donald M. Robiner, the United States Trustee for Region 9,
through his counsel, Andrew R. Vara, Esq., objected to the
Wheeling-Pittsburgh Steel Corp.'s application to retain
McDermott on the grounds that:

      (a) the Debtors intend to have McDermott's retention to
retroact to the petition date, without adequate reason or
justification; and

      (b) proposed special counsel possesses an adverse interest
to the estate with respect to the matter on which it seeks to be
employed.

The U.S. Trustee charged that McDermott suffers from a
debilitating from conflict of interest that warrants denying the
application because McDermott provides legal services to the
Debtors' parent, WHX Corp. and two of WHX's subsidiaries (Handy
& Harmon Corp. and Unimast Corp.) on the same matters for which
McDermott's retention is sought by the Debtors. In addition, the
Debtors' schedules reveal over $670 million in inter-company
claims requiring evaluation and collection -- payable by the
same entities McDermott represents. While the Debtors propose
to retain McDermott to provide limited legal services relating
specifically to matters involving labor, employment and Debtors'
dealings with the United Steel Workers of America, McDermott has
disclosed its concurrent representation of WHX on the same
matters.

Directing that McDermott's employment not to extend to any
disputes or potential disputes between the Debtors and their
non-Debtor affiliates including:

      (1) Inter-company payables and receivables;

      (2) The potential liability of any non-Debtor parent or
affiliated company of the Debtors for any pension or retirement
benefits owed by the Debtors, including but not limited to
liabilities that WHX Corp., may have by reason of any guaranty
by WHX Corp., of any benefit payable by the Debtors; or

      (3) Any other matter as to which the Debtors and their non-
Debtor parent or affiliated companies have adverse interests.

Judge Bodoh approved the Debtors' Application. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WINSTAR COMMUNICATIONS: Obtains Injunction Against Utilities
------------------------------------------------------------
Hundreds of Utility Companies provide electricity, gas, water,
telephone service and data transmission services to Winstar
Communications, Inc., which allow the Company to operate their
equipment. "Any interruption of these services would severely
disrupt the Debtors' business operations. Mark J. Shapiro, Esq.,
at Shearman & Sterling, told the Court. The Debtors would not be
able to operate their businesses without these services from
Utility Companies.

Pursuant to 11 U.S.C. Sec. 366, if the Debtors do not provide
each Utility Provider with "adequate assurance of payment" for
post-petition utility service within 20 days of the Petition
Date, the Utility Companies may elect to "alter, refuse or
discontinue service." Ordinarily, a chapter 11 debtor provides
"adequate assurance" in the form of a cash deposit. That,
Winstar argues to Judge Farnan, would be an improvident use of
Winstar's cash in these chapter 11 cases.

The Debtors told the Court that they have an excellent
prepetition payment history with each of the Utility Companies.
Other than utility bills not yet due and owing as of the
Petition Date, which the Debtors are prohibited from paying as a
result of the commencement of these chapter 11 cases, the
Debtors historically have paid their prepetition utility bills
in full when due. The Debtors also represent that they have
sufficient cash reserves, together with anticipated access to
sufficient debtor in possession financing, to pay promptly all
of their respective obligations to the Utility Companies for
postpetition utility services on an ongoing basis and in the
ordinary course of their businesses. Moreover, they note, all
such claims will be entitled to administrative priority
treatment under the Code, providing additional assurance that
future obligations to the Utility Companies will be satisfied in
full. Finally, certain of the Utility Companies currently may
hold cash security deposits or other forms of security to insure
the Debtors' payment of future utility bills. These facts, the
Debtors say, show that the Utility Companies already have
adequate assurances that post-petition invoices will be paid.

Based on this evidentiary record, Judge Farnan entered an Order
finding that the Utility Companies are adequately protected and
prohibiting Utility Companies from altering, refusing or
discontinuing service to Winstar. If a Utility Company believes
that it does not have adequate assurance within the meaning of
Sec. 366, Judge Farnan's order is without prejudice to the right
of the Utility to ask for a determination hearing on the subject
with the next 30 days. (Winstar Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BOOK REVIEW: THE BIG BOARD: A History of the New York Stock
              Market
-----------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Soft cover: 395 pages
List Price: $34.95
Review by Gail Owens Hoelscher

First published in 1965, The Big Board was the first history of
the New York stock market.  It's a story of people: their
foibles and strengths, earnestness and avarice, triumphs and
crash-and-burns.  It's full of entertaining anecdotes, cocktail-
party trivia, and tales of love and hate between companies and
investors.

Early investments in North America consisted almost exclusively
of land.  The few securities holders lived in cities, where
informal markets grew, with most trading carried out in the
street and in coffeehouses.  Banking, insurance, and
manufacturing activity increased only after the Revolution.  In
1792, 24 prominent New York businessmen, for whom stock- and
bond-trading was only a side business, met under a buttonwood
tree on Wall Street and agreed to trade securities on a common
commission basis.  Five securities were traded: three government
bonds and two bank stocks. Trading was carried out at the
Tontine Coffee-House in a call market, with the president
reading out a list of stocks as brokers traded each in turn.

The first half of the 19th century was heady for security
trading in New York.  In 1817, the Tontine gave way to the New
York Stock and Exchange Board, with a more organized and
regulated system.  Canal mania, which peaked in the late 1820s,
attracted European funds to New York and volume soared to 100
shares a day.  Soon, the railroads competed with canals for
funding. In the frenzy, reckless investors bought shares in
"sheer fabrications of imaginative and dishonest men," leading
an economist of the day to lament that "every monied corporation
is prima facia injurious to the national wealth, and ought to be
looked upon by those who have no money with jealousy and
suspicion."

Colorful figures of Wall Street included Jay Gould and Jim Fisk,
who in 1869 precipitated one of the worst panics in American
financial history by trying to corner the gold market.  Almost
lynched, the two were hauled into court, where Fisk whined, "A
fellow can't have a little innocent fun without everybody
raising a halloo and going wild."  Then there was Jay Cooke, who
invented the national bond drive and, practically unaided,
financed the Union effort in the Civil War.  In 1873, however,
faulty judgement on railroad investments led to the failure of
Cooke & Co. and a panic on Wall Street. The NYSE closed for ten
days.  A journalist wrote:  "An hour before its doors were
closed, the Bank of England was not more trusted."

Despite J. P. Morgan's virtual single-handed role in stemming
the Knickerbocker Trust panic of 1907, on his death in 1913,
someone wrote "We verily believe that J. Pierpont Morgan has
done more harm in the world than any man who ever lived in it."
In the 1950s, Charles Merrill was instrumental in changing this
attitude toward Wall Streeters.  His firm, Merrill Lynch,
derisively known in some quarters as "We, the People" and "The
Thundering Herd," brought Wall Street to small investors,
traditionally not worth the effort for brokers.

The Big Board closes with this story.  Asked by a much younger
man what he thought stocks would do next, J.P. Morgan "never
hesitated for a moment.  He transfixed the neophyte with his
sharp glance and replied 'They will fluctuate, young man, they
will fluctuate.'  And so they will."

Robert Sobel died in 1999 at the age of 68.  A professor at
Hofstra University for 43 years, he was a prolific historian of
American business, writing or editing more than 50 books.

                            *********

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

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

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

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

                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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