TCR_Public/010507.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Monday, May 7, 2001, Vol. 5, No. 89

                            Headlines

ARMSTRONG: Edison & Entergy Demands Sec. 366 Adequate Assurance
BANYAN STRATEGIC: Denholtz Deposits Additional Earnest Money
BRIDGE INFORMATION: Court Approves Asset Sale to Reuters
CAM CBO: S&P's Rating On Class B Notes Falls To BBB- From A
CLARIDGE HOTEL: First Quarter Net Loss Amounts To $2.5 Million

CMI Industries: Noteholders File Involuntary Chapter 11 Case
COMDISCO INC.: Moody's Lowers Senior Debt Rating To B2 From Ba2
CONTIMORTGAGE: S&P Cuts Rating On 1997-3 Loan Certificates To B
DAUPHIN TECHNOLOGY: Schedules Stockholders' Meeting On June 13
ENTERPRISES SHIPHOLDING: Moody's Slashes Senior Debt Rating To C

FRIEDE GOLDMAN: Hires E&Y Capital As Restructuring Advisor
FRUIT OF THE LOOM: Shareholders Balk At Reorganization Plan
GOLF TRUST: Special Stockholders' Meeting Set For May 22
HOOK MEDIA: Online Ad Agency To Sell Assets to Havas Advertising
HOMELAND HOLDING: Stockholders To Meet May 31 In Oklahoma City

HORIZON PHARMACIES: Considers Bankruptcy Filing
ICG COMM.: KPMG's Employment As Auditors & Tax Advisors Okayed
INNOVATIVE GAMING: Shares Face Delisting From the Nasdaq Market
JORE CORPORATION: Lenders Agree To Extend Forbearance Agreement
KEVCO: Sells Certain Subsidiary Assets To Alliance Investment

LERNOUT & HAUSPIE: Moves To Allow Undisputed Reclamation Claims
MARINER: Living Centers Sells Land In Wilmington For $95,000
NEVADA BOB'S: Court Gives Go Ahead For Asset Sale To NB.com
ORBIT INTERNATIONAL: Annual Stockholders' Meeting Is On June 29
PACIFIC GAS: Files Motion to Require CAISO to Follow Federal Law

PACIFIC GAS: District Court Dismisses $10 Bil Suit Against CPUC
PACIFIC SKYWAY: Files for Chapter 7 Bankruptcy in Santa Barbara
PILLOWTEX CORP.: Seeks Court Nod To Assume Trademark Agreement
PLAY-BY-PLAY: Renaissance Discloses 37.42% Equity Stake
PONDEROSA FIBRES: American Tissue Affiliate To Buy Assets

RETEK INC.: Annual Shareholders' Meeting Set For May 29
REVLON INC.: Annual Stockholders' Meeting Scheduled On June 1
SAFETY-KLEEN: Tort Claimant Gets to Battle with S-K's Insurer
SALANT CORP.: Shareholders To Convene In New York On May 23
SANTA FE GAMING: Resolves Dispute With David Lesser & Hudson Bay

STAR TELECOMMUNICATIONS: Nasdaq Halts Trading Of Shares
SUN HEALTHCARE: NHP Demands Payment Of Administrative Expenses
TRI VALLEY: California Olive Growers Acquires California Cannery
VLASIC FOODS: Seeks To Retain Ordinary Course Professionals
W.R. GRACE: U.S. Trustee Appoints Official Creditors' Committee

WHEELING-PITTSBURGH: Objects To State's Motion For Stay Relief
WHEELING-PITTSBURG: Says New Scrubber Improves Product Quality
WINSTAR COMMUNICATIONS: Retains BSI as Independent Claims Agent
ZENITH ELECTRONICS: KPMG LLP Replaces Arthur Andersen As Auditor

BOND PRICING: For the week of May 7 - May 11, 2001

                            *********

ARMSTRONG: Edison & Entergy Demands Sec. 366 Adequate Assurance
---------------------------------------------------------------
Michael P. Morton, Esq., counsel for Southern California Edison
and Entergy Mississippi, Inc., asked Judge Farnan to reconsider
the December 7, 2000 Court Order regarding utility companies and
adequate assurance of payment in the form of deposits in the
amounts of $442,210 for Edison and $186,056 for Entergy. These
utilities had requested a deposit equal to two months of
service.

He claimed that the Debtors' motion and the resulting Court
Order have altered the requirements of law. Instead of
guaranteeing adequate assurance to the utilities after the first
20 days of the case, the Debtors' requested relief actually
denies them of assurance.

Bankruptcy law is clear: either the Debtor satisfies the
utility's requirements for post-petition service within the
first 20 days of the bankruptcy case, or the Debtors face a loss
of service. This can only be modified after notice and hearing.
Mr. Morton contended that the court has modified and contravened
the provisions of law and by telling the utilities that they can
ultimately have their day in court does not cure it.

He reminded Judge Farnan that utilities like other creditors are
prohibited by the automatic stay from collecting their pre-
petition debts. The Debtors have sought favored treatment of
certain creditors, filing first day applications seeking to pay
"critical trade vendors, employees' wages, sales taxes and
custom duties while at the same time denying utilities post-
petition deposits. He charged that this is unfair because
utilities are forced unlike other creditors to extend post-
petition credit on an unsecured basis as utilities provide
service to customers on a continuous basis and bill for these
service after they are provided. Utilities do not conduct
business on cash-on-delivery basis and are exposed to greater
risk than other post-petition creditors. Because of this,
deposits or other forms of security are critical to utilities to
protect their rate-paying base.

The December 7 Court Order prohibits Edison and Entergy from
requiring post-petition deposits, which in effect is an
injunctive relief accorded the Debtors against Edison and
Entergy, which injunction or stay is not provided for under
bankruptcy laws.

Mr. Morton intimated to the judge that the bankruptcy grants
utility companies the right to demand adequate assurance. The
statute provides that a utility may discontinue service if
assurance of payment in the form of a deposit or other security
for service. Edison and Entergy, he insisted, are entitled to
demand adequate assurance of payment.

He advanced the belief that the Debtors obtained an injunction
against Edison and Entergy without proper showing in their
motion that they had met the requirements of applicable federal
rules or the traditional standards for obtaining injunctive
relief. In support of his contention, he declared that:

      (a) The Debtors did not file an adversary proceeding in
their quest to enjoin utilities from following their tariffs.
Federal rule provides that proceedings to obtain an injunction
or other equitable relief are adversary proceedings and so even
if the Debtors' injunctive relief requested is permissible, it
should have been obtained only through the filing of an
adversary proceeding.

      (b) The Debtors failed to show that immediate and
irreparable injury would result to them before the adverse
parties could be heard in opposition.

      (c) Ex parte injunctive relief imposed for more than 10
days is at variance with the procedural protection provided by
the rules.

Mr. Morton claimed that the Debtors' request for relief being a
contested matter, service of their motion upon a corporation was
required by mail to the attention of an officer, a managing or
general agent or to any other agent authorized by appointment or
by law. He asserted that the Debtors' mailing of the December 7
Court Order to Entergy at a post office box prejudiced Entergy.
This failure by the Debtors to comply with the service
requirements, he criticized, is not a mere technicality for it
is contrary to the rules, the case law, the Court's order which
required the Debtors to serve the order and common sense and
civility.

Being permitted by the rules, and to protect them against the
Debtors' post-petition defaults, Edison and Entergy requested
Judge Farnan to require the Debtors to post deposits in amounts
equal to two months of service for each account.

In support of Edison's and Entergy's request, Mr. Morton posits
that the law places the burden on the Debtors to make a proper
showing that the deposit demand is excessive or unreasonable.
The Debtors, he declared, have not met that burden. The
provision of an administrative expense priority, the Debtors'
promise to pay future bills are hardly an offer of adequate
assurance of payment and do not measure up to the requirements
of law. (Armstrong Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BANYAN STRATEGIC: Denholtz Deposits Additional Earnest Money
------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) said that Denholtz
Management Corp, the contract purchaser of substantially all of
Banyan's assets, earlier this week deposited an additional
$750,000.00 in escrow as required by the parties' contract.
This deposit increases the total of non-refundable earnest money
to $2.25 million.  The initial closing remains scheduled for May
11, 2001, at which Banyan expects to receive $185.5 million in
gross consideration.

Banyan also announced that, at Denholtz's request, Banyan is
considering providing purchase money financing in the amount of
$4.8 million, on terms still to be negotiated, for Banyan's
Avalon Center property in Norcross, Georgia. Banyan noted that
this property was principally occupied by four tenants in the
high technology industry, each of whom has recently experienced
financial difficulties, resulting in a significant loss of cash
flow at the property.

Banyan stated that if the purchase money financing is provided,
there will be a corresponding reduction in net cash proceeds
received at the closing, thus reducing the Trust's previous
estimate of the amount of the first liquidating distribution
from approximately $5.00 per share to a range of approximately
$4.60 to approximately $4.80 per share.

Banyan noted that it has not altered its ultimate strategy of
liquidation, and currently intends to complete its business and
wind up its affairs within approximately twelve months of the
Denholtz closing.  A final distribution to shareholders will
occur at the end of the liquidation period, with the potential
for other periodic distributions being made when and if
possible.

Banyan currently believes that the total amount to be
distributed to shareholders will be approximately $6.00 per
share.

In another matter, Banyan announced that the lawsuit filed
against three of Banyan's trustees and two of its major
shareholders by suspended Banyan President Leonard Levine,
seeking unspecified damages for a variety of business-related
torts, was voluntarily dismissed by Mr. Levine, prior to a
hearing on the Trustees' and shareholders' motion to dismiss.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust (REIT) that owns primarily office and
flex/industrial properties.  The properties are located in
certain major metropolitan areas of the Midwest and Southeastern
United States, including Atlanta, Georgia and Chicago, Illinois,
and smaller markets such as Huntsville, Alabama; Louisville,
Kentucky; Memphis, Tennessee; and Orlando, Florida.  The Trust's
current portfolio consists of properties totaling 3.5 million
rentable square feet.  As of this date the Trust has 15,487,808
shares of beneficial interest outstanding.


BRIDGE INFORMATION: Court Approves Asset Sale to Reuters
--------------------------------------------------------
Reuters (Nasdaq: RTRSY), the global information, news and
technology group, said a US Bankruptcy Court has approved its
bid to purchase certain assets of Bridge Information Systems
Inc.

Bridge and some of its affiliates have been in reorganization
proceedings under Chapter 11 of the US Bankruptcy Code since
earlier this year. At a hearing Thursday in St. Louis, Missouri,
the court reviewed the results of an auction for Bridge's
business operations. Bridge had declared Reuters the winner of
that auction on Monday, April 30, 2001.

Reuters acquisition would include the North American operations
of Bridge Information Systems; the EJV bond pricing, data and
analytics services; Bridge Trading Technologies, including
Bridge Trading; eBridge; and the CRB Index.

Reuters and Bridge have entered into a definitive agreement for
the acquisition. Reuters intends to make all necessary
regulatory filings shortly, with the aim of completing the
transaction as soon as possible. The transaction is also
subject to finalising an agreement on key terms of a new
network services agreement with Savvis Communications, Bridge's
network provider, and to other customary closing conditions
specified in the documents filed with the Bankruptcy Court.

Reuters' (about.reuters.com) premier position as a global
information, news and technology group is founded on its
reputation for speed, accuracy, integrity and impartiality
combined with continuous technological innovation. Reuters
strength is based on its unique ability to offer customers
around the world a combination of content, technology and
connectivity. Reuters makes extensive use of internet
technologies for the widest distribution of information and
news. Around 73 million unique visitors per month access Reuters
content on some 1,400 Internet websites. Reuters is the world's
largest international text and television news agency with 2,157
journalists, photographers and camera operators in 190 bureaux,
serving 151 countries. In 2000 the Group had revenues of 3.59
billion pounds and on 31 December 2000, the Group employed
18,082 staff in 204 cities in 100 countries.


CAM CBO: S&P's Rating On Class B Notes Falls To BBB- From A
-----------------------------------------------------------
Standard & Poor's lowered its rating on the class B notes issued
by CAM CBO I Ltd. to triple-'B'-minus from single-'A' and
removed it from CreditWatch with negative implications, where it
was placed on April 18, 2001. Concurrently, Standard & Poor's
affirmed its double-'A'-minus rating on the class A notes.

The lowered rating reflects a significant deterioration in the
collateral pool credit quality and the increase in the pool
default rate. According to the March 30, 2001 trustee report, a
total of $20.5 million, or approximately 12.7% of the total
collateral pool, is in default. In addition, the issuer credit
rating on the three bonds ($8.5 million) listed as performing
assets on the March 30, 2001 trustee report was lowered to 'D'
on April 4, April 17, 2001, and M overcollateralization ratio
(currently 106.3%) has been slightly below its required minimum
of 107% since December 2000. The overcollateralization ratios in
the next monthly trustee report are expected to be lower due to
the additional new defaults, assuming that there is no
improvement to the collateral's par value. In addition, the
current weighted average coupon, 9.62%, is slightly below its
required minimum of 9.65%.

In reaching its ratings actions, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
the transaction, and are used to determine the transaction's
ability to withstand various levels of defaults. The stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool.
Standard & Poor's found that the projected performance of the
class B notes, given the current quality of the collateral pool,
was not consistent with its prior rating. Consequently, Standard
& Poor's has lowered its rating on the class B notes to the new
levels.

Standard & Poor's will continue to monitor its ratings on the
class A and B notes.


CLARIDGE HOTEL: First Quarter Net Loss Amounts To $2.5 Million
--------------------------------------------------------------
The Claridge Hotel and Casino Corporation, operator of the
Claridge Casino Hotel here, reported a net loss of $2.5 million
for the first quarter of 2001, compared to a net loss of $1.1
million in the first quarter of 2000.

Earnings before interest, taxes, depreciation and amortization,
when adjusted to eliminate the effects of Claridge's related
limited partnership structure (Adjusted EBITDA), was a loss of
$1.1 million for the quarter ended March 31, 2001, compared to
profit of $417,000 for the first quarter of 2000.

Net loss and Adjusted EBITDA for the first quarter of 2001
included a $1.0 million expense for professional fees for legal,
financial and other services related to the Corporation's
Chapter 11 proceedings. Net loss and Adjusted EBITDA for the
first quarter of 2000 included a $1.1 million expense for
bankruptcy related professional fees.

On August 16, 1999, the Corporation and The Claridge at Park
Place, Incorporated filed voluntary petitions under Chapter 11
of the U.S. Bankruptcy Code in order to facilitate a financial
restructuring. Therefore, beginning on August 16, 1999, the
Corporation ceased to record interest expense. Interest expense,
for the quarters ended March 31, 2001 and March 31, 2000, would
have been $3.2 million and $2.9 million, respectively.

Casino revenue was $38.5 million in the first quarter of 2001,
slightly below casino revenue in the same period in 2000. Total
costs and expenses for the quarter increased $900,000 due mainly
to increased casino operating costs, including higher table
games payroll and promotional expenses, and to increased general
and administration expenses, including increased energy and
advertising costs.

On March 28, 2001, the Corporation announced the approval by the
United States Bankruptcy Court in Camden, New Jersey of the
adequacy of its Fourth Amended Disclosure Statement pursuant to
Section 1125 of the U.S. Bankruptcy Code. The Disclosure
Statement and Fourth Amended Joint Plan of Reorganization
provide for the sale of substantially all of the assets of The
Claridge at Park Place, Inc., the Corporation's wholly owned
subsidiary and the Atlantic City Boardwalk Associates, L.P.,
which assets are the Claridge Casino Hotel in Atlantic City, New
Jersey, to Park Place Entertainment Corporation. The Plan and
Disclosure Statement, along with ballots, were mailed to
creditors. The deadline for return of the ballots will be May 9,
2001 at 5 p.m. (prevailing Eastern time). The confirmation
hearing has been scheduled for May 16, 2001.

The Claridge Hotel and Casino Corporation, through its
subsidiary, The Claridge at Park Place, Incorporated, operates
the Claridge Casino Hotel in Atlantic City. The casino hotel
opened in July 1981 and has 59,000 square feet of casino gaming
space. The Claridge Hotel and Casino Corporation is a closely
held public corporation. Its Corporate Bonds are publicly traded
on the New York Stock Exchange under the symbol CLAR02


CMI Industries: Noteholders File Involuntary Chapter 11 Case
------------------------------------------------------------
Triton Partners LLC and Delaware Investment Advisors announced
that three of their managed funds, which hold 9-1/2% Senior
Subordinated Notes due 2003 of CMI Industries, Inc., have
commenced an involuntary chapter 11 case against the Company.

The Company had previously failed to make the April 1, 2001
interest payment on the Senior Notes in the approximate amount
of $3.6 million, and instead initiated a tender offer for the
notes at 16 cents on the dollar.

As a consequence of discussions between the Company and holders
of a substantial majority of the Senior Notes, the Noteholders
concluded that the tender offer was unacceptable and that the
protections afforded by chapter 11 would facilitate achieving
the Noteholders' objective of seeing that value is maximized for
the benefit of all constituencies.

Discussions between the Company and a group comprised of holders
of a majority of the Senior Notes commenced shortly after the
Company launched the tender offer and are ongoing at this time.
After considerable discussion, the Noteholders concluded that
the tender offer was not an appropriate structure for maximizing
their recovery and that other alternatives should be developed,
said Daniel Arbess of Triton Partners (Restructuring) LLC, which
assists the Triton Funds and other investors in connection with
restructuring matters.

The Noteholders anticipate continuing their dialog with the
Company regarding the terms of an acceptable restructuring of
the Company and its finances. Given the Company's current
circumstances, the Noteholders felt that bankruptcy court
supervision and the other protections afforded by chapter 11
would facilitate an orderly process for preserving and
protecting the Company's core business while the Company and its
creditors develop a plan for maximizing and allocating value,
said Mr. Arbess. In the short term, however, the Noteholders
will focus their efforts on working with the Company to ensure
that the transition into chapter 11 protection goes as smoothly
as possible.


COMDISCO INC.: Moody's Lowers Senior Debt Rating To B2 From Ba2
---------------------------------------------------------------
Moody's downgraded the ratings of Comdisco, Inc. and its
affiliate. These are:

Comdisco, Inc.

      * Long Term Issuer to B2 from Ba2

      * Senior to B2 from Ba2

Comdisco Finance (Nederland) B.V. - guaranteed by Comdisco, Inc.

      * Senior to B2 from Ba2

Moody's said the ratings remain under review for possible
further downgrade, while approximately $4 billion of debt
securities are affected.

Accordingly, the downgrade results from Comdisco's financial
flexibility being severely stressed, and a positive resolution
for Comdisco's bondholders becoming less visible. The company
has drawn down its committed bank facilities to provide it with
operating cash, and Comdisco management has stated that it
remains in compliance with its bank credit agreements, Moody's
said. But the rating agency believes that the lack of execution
of a strategic transaction in the near term would lead to an
acute strain on the company's cash resources, particularly given
sizeable debt maturities in coming months. Although the company
has hired strategic advisors to assist it in this process,
current market conditions are not favorable, Moody's noted.

Illinois-based Comdisco, Inc. is a technology services provider
and technology equipment lessor.


CONTIMORTGAGE: S&P Cuts Rating On 1997-3 Loan Certificates To B
---------------------------------------------------------------
Standard & Poor's lowered its rating on ContiMortgage Home
Equity Loan Trust's home equity loan pass-through certificates
1997-3 (Conti 1997-3), class M-2F to single-'B' from double-'B'.
Concurrently, ratings are affirmed on all other Conti 1997-3
certificates.

The lowered rating reflects a projection that the class B-1F
certificates, which are presently in default, could potentially
experience additional principal write-downs totaling
approximately $2.4 million over the next 12 months. Such
performance would leave the class M-2F certificates with minimal
loss protection and highly vulnerable to the prospect of
experiencing principal write-downs.

The affirmed ratings on all other classes of Conti 1997-3
certificates reflect current and projected credit support
percentages that are higher than the credit support percentage
levels at closing.

The Conti 1997-3 issue structure employs excess interest cash
flow, overcollateralization, and senior subordination to protect
the certificates from losses. Monthly excess interest cash flow
is in the first loss position, followed by overcollateralization
and subordination. Net losses in loan group one are being
realized at approximately twice the rate of monthly excess
interest cash flow production. This relationship has resulted in
the complete erosion of the loan group one's
overcollateralization, and consequentially led to the default of
class B-1F in October 2000. Going forward, when monthly net
losses exceed excess interest cash flow, the difference will
generally be applied as an additional write-down of the class B-
1F principal balance.

Conti 1997-3 is a two-loan group securitization in which each
loan group backs a separate set of certificates. Loan group one
consists of fixed-rate collateral, and collateralizes classes A-
5 through A-9, M-1F, M-2F, and B-1F. Loan group two consists of
adjustable-rate mortgage loans backing classes A-10, M-1A, M-2A,
and B-1A. Although it's unlikely to occur in the near term, the
structure allows for cash flow to be drawn from one loan group
to cover losses in the other, provided the loan group providing
the additional coverage is at its overcollateralization target
and all of its respective certificates payments are current.
Neither loan group is currently positioned to cash flow assist
the other.

Approximately 26.63% of loan group one's outstanding principal
balance is at least 30 days delinquent. The seriously delinquent
(90-plus days, foreclosure, and REO) loans account for
approximately 16.94% of the outstanding balance. Cumulative
losses amount to $47.0 million, or 4.98% of the original bonded
amount.

Approximately 35.91% of loan group two's outstanding principal
balance is at least 30 days delinquent. The seriously delinquent
(90-plus days, foreclosure, and REO) loans account for
approximately 27.74% of the outstanding balance. Cumulative
losses amount to $11.6 million, or 3.62% of the original bonded
amount. Above average and increasing levels of delinquency in
these 45-month seasoned loan groups, with an average 20% of
their original balances remaining, indicate a potential for
adversely selected loan populations.

At issuance, the collateral backing the Conti 1997-3
certificates consisted of 15- to 30-year, fixed- and adjustable-
rate, subprime home equity mortgage loans secured by first and
second liens on residential dwellings. At closing, the maximum
single-state concentration was in Michigan (17%). Other initial
collateral characteristics (and the corresponding percentage of
original principal they accounted for) include: second liens
(7%; loan group one only), balloon payment terms (52%; loan
group one only), owner-occupied status (96%; both groups),
single-family detached (91%; both groups), and cash-out
refinancings (84%; both groups), Standard & Poor's said.


DAUPHIN TECHNOLOGY: Schedules Stockholders' Meeting On June 13
--------------------------------------------------------------
The Annual Meeting of the Shareholders of Dauphin Technology,
Inc., will be held at the Cotillion Banquet Hall, 360 Creekside
(Routes 14 and 53) in Palatine, Illinois on Wednesday, June 13,
2001, at 2:00 p.m., Central Standard Time, to consider and act
upon the following matters:

      (1) The election of four Directors.

      (2) Ratification of the appointment of Grant Thornton LLP
          as the Company's independent auditors for the fiscal
          year ending December 31, 2001.

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

Only Shareholders of record at the close of business as of April
23, 2001, are entitled to notice of and to vote at the Annual
Meeting and any adjournment of the Meeting.


ENTERPRISES SHIPHOLDING: Moody's Slashes Senior Debt Rating To C
----------------------------------------------------------------
Due to the company's announcement of its intention to
restructure debt and miss interest payment on the senior notes
due May 2001, Moody's Investors Service downgraded the following
ratings of Enterprises Shipholding Corporation:

      * Senior notes to C from Caa1

      * Senior implied rating to C from Caa1

      * issuer rating to C from Caa2.

Approximately $175.0 million of notes are affected.

Moody's believes that the company's failure to meet interest
payment constitutes a default on the company's debt.
Accordingly, the C rating for the senior notes reflects Moody's
view that a potential restructuring of the outstanding debt will
likely involve significant losses for noteholders due to the
illiquid asset structure, high debt levels and the secured
nature of a $38 million credit facility.

The rating agency said it will monitor the company's discussions
with noteholders with respect to the level of debt recovery to
be expected and closely watch potential debt restructuring
negotiations.

Based in Athens, Greece, Enterprises Shipholding Corporation is
one of the leading independent owners and operators of
refrigerated cargo vessels ("reefers").


FRIEDE GOLDMAN: Hires E&Y Capital As Restructuring Advisor
----------------------------------------------------------
Bankrupt Friede Goldman Halter Inc. has hired E&Y Capital
Advisors to advise and assist management in the reorganization
process, according to the Associated Press. E&Y, an affiliate of
New York-based Ernst & Young LLP, will assist the Gulfport,
Miss.-based shipbuilder with an agreement to sell part of its
marine equipment manufacturing division for $33.5 million.
Friede Goldman, which filed for chapter 11 protection last
month, also announced that chief financial officer Robert
Champagne resigned. (ABI World, May 3, 2001)


FRUIT OF THE LOOM: Shareholders Balk At Reorganization Plan
-----------------------------------------------------------
Fruit of the Loom, Ltd. equity shareowners are not pleased with
the proposed plan of reorganization, which cancels their shares
and leaves them with nothing. Some are making their opinions
known to Judge Walsh and Fruit of the Loom.

Robert L. Sweetman, Jr., of Wilmington, Delaware, stated, "It is
unfair that companies, like Fruit of the Loom, through poor
management can run a company into bankruptcy, and then cancel
the lifetime savings and investments of small investors like
myself and others."

William J. Vincent, of Virginia Beach, Virginia, told anyone
willing to listen, "The company has proven over the last year it
does not have to take this action to come out of bankruptcy. Do
not grant this reorganization." Instead, "let them (management)
bring the company back on their own merits and hard work."

Joseph Seputis, of Lake Villa, Illinois, fired off a missive
that for humorous purposes should be included in its entirety,
but, due to space limitations, is not. He wishes "to reject
their (Fruit of the Loom management) plan as outrageous." When
he heard the equity shares were cancelled he was "dumbfounded."
He asked, "How could the company cancel all company stockholders
without notifying them. On top of that, the stock is still
trading." He is incredulous that "the company is still selling
its stock, and at the same time threatening the stockholders
that they will cancel all the stock they own. If they (Fruit of
the Loom managers) have stocks do they have to give up their
shares as well? In these days of trials and tribulations of the
market, that is all we need is a scam to steal the stockholders
money by canceling their stock." Mr. Seputis finished with the
jewel, "I would assume the stockholders would be satisfied to
get back the money they paid for the stock, as long as it is
being cancelled. The public always get the short end of the
stick." (Fruit of the Loom Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF TRUST: Special Stockholders' Meeting Set For May 22
--------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) will hold a special
meeting of stockholders at 10:00 a.m. on May 22, 2001 to vote on
the plan of liquidation, as submitted by special proxy to
stockholders of record as of April 6, 2001. Stockholders should
read the proxy statement carefully because it contains important
information, and submit their votes in a timely manner to ensure
receipt prior to the recorded vote on May 22, 2001. The special
meeting of stockholders will be held at The Charleston Place
Hotel, located at 205 Meeting Street, Charleston, South
Carolina.

Commenting on the special meeting, W. Bradley Blair, II,
president and chief executive officer, stated, It is imperative
that we have full participation of our stockholders and receive
their votes prior to or at our special meeting on May 22. The
plan of liquidation, unanimously approved by Golf Trust's board
of directors, will not become effective unless the holders of at
least two-thirds of the Company's outstanding common stock vote
in favor of it.

Also, Golf Trust of America said it will file its first quarter
report on form 10Q with the Securities and Exchange Commission
on May 15, 2001. A separate earnings release will not be issued.

Golf Trust of America's 2000 Annual Report has been forwarded to
the Company's transfer agent, Mellon Investor Services, for
distribution to stockholders of record as of April 16, 2001. A
copy of the Company's 2000 Annual Report may also be obtained,
without cost, by calling the corporate office at 843-723-4653,
or in writing to Golf Trust of America, 14 N. Adgers Wharf,
Charleston, SC 29401. Additional information, including a
printable version of the 2000 Annual Report and an archive of
all corporate press releases, is available over the Company's
website at www.golftrust.com.

Golf Trust of America, Inc. is a self-administered real estate
investment trust involved in the ownership of high-quality golf
courses in the United States. The Company currently owns an
interest in 38.5 (eighteen-hole equivalent) courses.


HOOK MEDIA: Online Ad Agency To Sell Assets to Havas Advertising
----------------------------------------------------------------
Bankrupt Hook Media Inc. said it would sell its assets to a
division of Havas Advertising, according to The New York Times.
The story reported that negotiations were "pretty far along" for
Havas to acquire Hook's assets and hire most of its remaining
employees. New York-based Media Contacts, an interactive media
planning agency, will acquire Hook. The group is a unit of
Havas. (ABI World, May 3, 2001)


HOMELAND HOLDING: Stockholders To Meet May 31 In Oklahoma City
--------------------------------------------------------------
The Annual Meeting of Stockholders of Homeland Holding
Corporation will be held at the Hilton Oklahoma City Northwest,
2945 Northwest Expressway, Oklahoma City, Oklahoma, on Thursday,
May 31, 2001, at 8:00 a.m., Oklahoma City, Oklahoma time, to
consider the following matters:

      (1) the election of directors;

      (2) a proposal to ratify PricewaterhouseCoopers LLP as
          independent auditors for fiscal year 2001; and

      (3) the transaction of any other business as may properly
          be brought before the Annual Meeting.

The Board of Directors has fixed the close of business on April
16, 2001, as the date for determining stockholders of record
entitled to notice of, and to vote at, the Annual Meeting.


HORIZON PHARMACIES: Considers Bankruptcy Filing
-----------------------------------------------
Horizon Pharmacies Inc. said that it is exploring the
possibility of filing a chapter 11 petition, according to The
Wall Street Journal. The pharmacy operator said it is exploring
the filing because its senior creditor, San Francisco-based
McKesson HBOC Inc., contacted Horizon insurance payers and
directed them to make payments to McKesson. McKesson, a drug
distributor, said that as a secured creditor it had the right to
take the action. The company claims that Horizon owes them about
$35 million and has offered no repayment plan. Horizon chief
executive officer Rick McCord said that it will continue
operating "in the normal course of business" if a chapter 11
petition is filed. (ABI World, May 3, 2001)


ICG COMM.: KPMG's Employment As Auditors & Tax Advisors Okayed
--------------------------------------------------------------
Judge Walsh authorized ICG Communications, Inc. to employ KPMG
as the estates' accountants, auditors and tax advisors
retroactive to the commencement of these Chapter 11 cases, and
found that KPMG is a "disinterested" person within the meaning
of the Bankruptcy Code. However, he directed that,
notwithstanding the approval of the engagement letter, all of
KPMG LLP's fees and expenses in these cases will be subject to
his approval under a "reasonableness" standard upon proper
application in accordance with the applicable provisions of the
Bankruptcy Code, the Rules, the Local Rules of this Court, and
any other applicable orders of the Court, with the express
reservation of rights of all parties in interest. However, as a
concession to KPMG Judge Walsh held that the reasonableness of
its fees and expenses will not be evaluated solely on hourly-
based criteria. Judge Walsh further retained jurisdiction to
construe and enforce the terms of the Application, the
engagement letter, and this Order. (ICG Communications
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INNOVATIVE GAMING: Shares Face Delisting From the Nasdaq Market
---------------------------------------------------------------
Innovative Gaming Corporation of America (Nasdaq: IGCA - news)
has received correspondence from the Nasdaq indicating that the
Company's Common Stock has failed to maintain a minimum bid
price of $1.00 per share over the last 30 consecutive trading
days as required for continued listing. Nasdaq's correspondence
also indicated that the Company will be provided 90 calendar
days until July 18, 2001 to regain compliance. If at any time
before July 18, 2001, the bid price of the Company's Common
Stock is at least $1.00 for a minimum of 10 consecutive trading,
the Nasdaq staff will determine whether the Company is in
compliance with the listing requirement relating to minimum bid
price.

Roland Thomas the Company's Chief Executive Officer provided the
following comments: "We are disappointed that the Company
received this communication at a time when the Company's
business has shown continued improvement as evidenced by our
recent earnings release for the first quarter of this year. The
Company currently has a substantial backlog of orders which we
believe is not reflected in our current share price. We believe
that the Company's present share price is not an accurate
reflection of the current value of the Company's performance.
Through regular communication to the markets and shareholders,
the Company is working to achieve and sustain a more accurate
value in our share price."

Innovative Gaming Corporation of America, through its wholly-
owned operating subsidiary, Innovative Gaming, Inc., develops,
manufactures and distributes fast playing, high-entertainment
gaming machines. The Company distributes its products both
directly to the gaming market and through licensed distributors.


JORE CORPORATION: Lenders Agree To Extend Forbearance Agreement
---------------------------------------------------------------
Jore Corporation (Nasdaq:JORE), a leading designer and
manufacturer of innovative power tool accessories and hand
tools, has received a conditional extension of its forbearance
agreement with its lending group.

The Company also indicated that it is continuing to consider
potential strategic alternatives and is engaged in active
discussions with potential strategic partners. Jore expects to
make further announcements regarding these strategic
relationships as they develop.

                     About Jore Corporation

Jore Corporation is a leader in the design and manufacture of
innovative power tool accessories and hand tools for the do-it-
yourself and professional craftsman markets. The Company relies
on advanced technologies and advanced equipment engineering in
its manufacturing processes to drive cost reductions and higher
quality in its products. Its products save users time by
offering enhanced functionality, increased productivity and ease
of use. Jore sells its products under the licensed Stanleyr
brand, as well as under various private labels of the industry's
largest retailers and power tool manufacturers, including Sears,
The Home Depot, Lowe's, Menard's, Canadian Tire, TruServ, Black
& Decker, Makita and others.


KEVCO: Sells Certain Subsidiary Assets To Alliance Investment
-------------------------------------------------------------
Kevco, Inc. disclosed that its subsidiary, Kevco Distribution,
L.P., has sold certain assets to Alliance Investment &
Management Company, Inc. The sale was approved on April 25, 2001
by the United States Bankruptcy Court for the Northern District
of Texas, which is presiding over Kevco's Chapter 11
proceedings. The final terms of the sale were not disclosed. The
transaction involved the sale of Kevco's distribution facilities
and related inventory at Cordele, Ga. and Ocala, Fl. The sale
also included Kevco's distribution equipment and inventory at
New London, N.C.; Haleyville, Al.; and Waco, Tx., as well as
inventory at Elkhart, In. Alliance, a privately owned company
based in Cordele, Ga., plans to operate as Service Supply
Distribution. Service Supply and will have distribution
operations located in Cordele, Ga.; Haleyville, Al.; Ocala, Fl.;
New London, N.C.; and Waco, Tx.

Kevco and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code. The petitions were filed in the United States Bankruptcy
Court for the Northern District of Texas on February 5, 2001.

Kevco, headquartered in Fort Worth, Texas, is a wholesale
distributor and manufacturer of building products for the
manufactured housing and recreational vehicle industries.


LERNOUT & HAUSPIE: Moves To Allow Undisputed Reclamation Claims
---------------------------------------------------------------
Dictaphone Corporation, through its counsel Luc A. Despins of
Milbank, Tweed, Hadley & McCloy, and Allan S. Brilliant and
James C. Tecce of Morris, Nichols, Arsht & Tunnell of
Wilmington, presented a motion asking that Judge Wizmur approve
a procedure for reconciling and allowing claims for reclaimed
goods. Mr. Despins reminded the Court that, immediately after
this case was begun, the Court authorized the Lernout & Hauspie
Speech Products N.V. and Dictaphone Corp. Debtors to refuse all
demands for actual reclamation and return of goods, and denied
any right of physical reclamation as of the Petition Date. All
vendors and third parties were enjoined from interfering with
postpetition shipment or delivery of goods to the Debtors. The
Court required that any vendor or supplier of goods to the
Debtors asserting a claim for reclamation demonstrate it
satisfied all requirements for a right of reclamation under
state and bankruptcy law in order to establish the validity of a
reclamation claim.

As part of this disposition of reclamation claims, the Court
also ordered that the Debtor identify all reclamation claims any
of the Debtors regarded as valid, and provide all interested
parties with an opportunity to object to the inclusion of any
asserted reclamation claims. Any reclamation claim allowed under
the present motion's procedure will be treated as an
administrative claim to be paid under a plan when confirmed by
the Court.

The present Motion supplements and expands the prior Order's
procedure by listing reclamation claims received to date.
Dictaphone has received demands from 14 vendors asserting a
right of reclamation under the Uniform Commercial Code and the
Bankruptcy Code. Dictaphone reported that all reclamation claims
received have been asserted against it alone, with none being
asserted against L&H Speech Products NV or L&H Holdings. The
reclamation claims request that Dictaphone either return or
provide full payment for inventory identified in the reclamation
claims. The aggregate invoice cost of the goods covered by the
reclamation claims exceeds $1,340,000.

The vendors asserting reclamation claims are:

Vendor Name                 Reclamation         Debtor's Valid
                             Amt Asserted           Amount
-----------                 ------------        ---------------
All American                $  17,492.35         $ 0.00
Arrow/Wyle Electronics      $ 427,662.84         $ 52,490.30
Avnet Electronic Mkting     $  96,892.39         $ 20,171.86
Centennial Technologies     $ 437,315.25         $ 0.00
Future Electronics          $  32,691.04         $ 0.00
Insight                     $  32,160.90         $ 0.00
Maxell                      $   2,000.00         $ 0.00
MCK Communications          $  52,044.39         $ 0.00
Nu Horizons                 $  25,521.81         $ 23,348.81
Olympus**                   $   0.00               0.00
Pioneer                     $  43,533.60         $ 31,157.37
Polycom                     $  30,870.00         $ 30,380.00
Reptron                     $   7,500.00         $  6,397.40
TTI, Inc.                   $ 135,010.89         $ 22,141.30
                              -----------         -----------
                  Totals    $1,340,695.46         $210,262.04

      ** The demand made by Olympus relates to a non-debtor
         entity, so that the Debtors asserted that Olympus has no
         valid reclamation claim against the Debtors or these
         estates.

In reaching its determination of the amount of the reclamation
claims it regarded as valid, Dictaphone told Judge Wizmur it
used criteria taken from the Uniform Commercial Code and the
Bankruptcy Code:

      (1) Whether the entity making the reclamation claim
          adequately described the goods delivered to Dictaphone;

      (2) Whether Dictaphone timely received the reclamation
          claim;

      (3) Whether Dictaphone already paid for the goods;

      (4) Whether Dictaphone already consumed or altered the
          goods by the time it received the reclamation claim;
          and

      (5) Whether the amount and cost of the goods set out in the
          reclamation claim conformed to the amount and cost of
          these goods as reflected in Dictaphone's books and
          records.

Dictaphone also evaluated each of the reclamation claims for
compliance with applicable law and identified a number of
defenses to the reclamation claims. The amounts listed as valid
by the Debtor are those which Dictaphone proposed should be
granted administrative expense priority, and be authorized to be
paid under the terms of a plan when confirmed in these Chapter
11 cases. Dictaphone notified Judge Wizmur that it reserves the
right to amend the reclamation amounts listed as valid.

The procedure proposed by the Debtor to adopt and implement the
reconciliation of the reclamation claims is:

      (a) Within five business days after the entry of an Order
approving the reclamation reconciliation procedure, Dictaphone
will provide each holder of a reclamation claim listed on the
schedule with a copy of the reclamation claim reconciliation
procedure order and a notice of these procedures, as well as the
reclamation schedule setting out the amount of the claim
asserted by the holder and the amount of the claim that
Dictaphone proposes to treat as an allowed reclamation claim.

      (b) The holders of reclamation claims will then have 30
calendar days from the service date to advise Dictaphone through
their counsel, in writing, of any dispute regarding the proposed
treatment or allowed amount of their reclamation claims. The
statement of any dispute must specifically set out the factual
nature and legal basis for the dispute. The holder of a
reclamation claim must send the statement of to the Debtors
through their counsel within the notification period; otherwise,
the holder will be deemed to have waived its right to object to
the proposed treatment and allowed amount of the reclamation
claim.

      (c) Upon receipt of a statement of dispute from a holder of
a reclamation claim, Dictaphone will then have 30 calendar days
to:

          (i) review its business records to determine the
              validity of the statement of dispute;

         (ii) inform the holder of its findings; and

        (iii) use its discretion to determine whether the allowed
              amount of the reclamation claim will be adjusted
              either upward or downward. Dictaphone will provide
              notice of all adjustments to counsel for the
              Dictaphone Creditors' Committee, counsel for the
              postpetition lenders, and counsel for the L&H
              Creditors' Committee.

      (d) If the holders of a reclamation claim does not agree to
the proposed treatment and allowed amount of the reclamation
claim, taking into account any adjustments made after receipt of
a statement of dispute, the holder of the claim must then file
and serve a "Request for Judicial Resolution of Disputed
Reclamation Claim" bearing the caption of these Chapter 11 cases
with the Clerk of the Bankruptcy Court within 30 calendar days
after he expiration of the reconciliation period. The Request
must include, to the extent possible:

          (i) a copy of the reclamation demand, together with any
              evidence of the date the demand was sent and
              received;

         (ii) the identity of the vendor from whom the products
              were ordered;

        (iii) any evidence demonstrating when the products were
              shipped and received;

         (iv) copies of Dictaphone's and the vendor's purchase
              orders and invoices, together with a description of
              the goods shipped; and

          (v) a statement identifying which information on the
              notice by the Debtor is incorrect, specifying the
              correct information, and stating any legal basis
              for the objection.

      (e) The Court will establish a hearing date that shall be
used to establish discovery procedures and fix trial dates (if
necessary). In the event that a holder of a reclamation claim
does not (i) timely submit a statement of dispute, and (ii)
within 30 calendar days after the expiration of the
reconciliation period, serve and file a request with the Court,
then the holder of a reclamation claim shall be deemed to have
waived any objection to Dictaphone's proposed treatment or
allowed amount of a given reclamation claim, unless the Court
orders otherwise.

Dictaphone said that this Motion, and the procedure described in
it, is supported by sound business judgment. Its ability to
reconcile the reclamation claims in the uniform manner proposed
in the Motion will assist in the consensual resolution of the
reclamation demands, and ultimately, the maximization of value
for Dictaphone's and the Debtors' estates and creditors. If the
reclamation claim procedure is implemented, Dictaphone will be
able to avoid unnecessary litigation costs that would inevitably
be incurred in connection with the non-consensual resolution of
the reclamation claims.

Persuaded by these arguments, Judge Wizmur ordered that the
procedures described in the Motion be implemented.
(L&H/Dictaphone Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MARINER: Living Centers Sells Land In Wilmington For $95,000
------------------------------------------------------------
Living Centers - Southeast, Inc., a North Carolina corporation
and one of the Mariner Post-Acute Network, Inc. Debtors, sought
and obtained the Court's authority to sell 17.7 acres of land
located in Wilmington, North Carolina for to the Biltmark Corp.
for $95,000 subject to adjustments and profations, free and
clear of liens, claims, encumbrances and other insterests. The
Debtors originally purchased the Property in October 1996 with
the intention of developing it, but it was never developed.

After adjustments and prorations, the Debtor estimates that its
net proceeds will be approximately $800,000.

The Buyer has escrowed $100,000 that is non-refundable now that
the Debtor's postpetition senior secured lenders do not object,
nor does any other party, and the Court has approved the sale.

The Debtor revealed that two offers were received, the other in
the amount of $1 million. However, the higher offer required the
Debtor to pay a $50,000 broker fee, which essentially made the
net proceeds the same. Moreover the "higher" bidder was only
willing to have the closing date take place within 180 days of
the effective date of the Land Purchase Agreement, whereas the
Buyer agreed to a proposed closing date that was within 75 days
of the effective date. Therefore, Biltmark was chosen as the
Buyer. (Mariner Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEVADA BOB'S: Court Gives Go Ahead For Asset Sale To NB.com
-----------------------------------------------------------
Nevada Bob's Golf Inc. and its United States and Canadian
subsidiaries announced that the United States Bankruptcy Court
granted an order on April 24, 2001, approving the sale of
substantially all of their remaining assets to Nevadabob's.com
Retail, Inc. (NB.com) pursuant to an asset purchase agreement
and related agreements and an auction conducted pursuant to
Chapter 11 of the United States Bankruptcy Code. The sale
involved the sale of all of the Company's interest as the
franchisor/licensor under all existing license and franchise
agreements for franchisees and licensees using the name Nevada
Bob's and any rights to use the trade name Nevada Bob's (the IP
Rights) including such interests in Canada. The court-approved
sale is subject to closing pursuant to the asset purchase
agreement with NB.com.

The Company applied to the Court of Queen's Bench of Alberta on
May 3, 2001, and received an order, under the Companies'
Creditors Arrangement Act, approving the sale of the Canadian
Assets to NB.com all in accordance with the U.S. Order. The
orders are subject to the expiry of all applicable appeal
periods. The Canadian court also extended the stay of
proceedings against creditors, previously granted, until May 31,
2001.

The Company and its Canadian subsidiaries previously announced
that they were undergoing court proceedings pursuant to the
Companies' Creditors Arrangement Act. The Company had also
sought and received creditor protection for its United States
subsidiaries under Chapter 11 of the United States Bankruptcy
Code in an effort to restructure and revitalize the Corporation.
These orders were sought by the Company as part of its overall
restructuring and revitalization plan, with the consent of its
secured lenders. Further, these orders were granted in respect
of the Company and its subsidiaries only, and not in respect of
any of the independent franchisees in the Nevada Bob's system.

The Company previously announced that it was in the process of
selling its corporate owned stores as Nevada Bob's franchises,
as part of its restructuring plan. The Company has now completed
those sales.

It is anticipated that the net proceeds of these sales will be
paid to the Company's secured creditors in part satisfaction of
the Company's outstanding indebtedness.

The Company will consider any proposal for the benefit of
remaining creditors and shareholders, including monitizing the
Company's remaining tax pools and other miscellaneous assets.
Any such proposal would require a plan of arrangement to be
approved by creditors. In addition, regulatory and shareholder
approvals would be required.

Nevada Bob's Golf Inc.'s registered office is located in
Calgary, Alberta, Canada. The Company's stock is listed on The
Toronto Stock Exchange under the symbol NBC.


ORBIT INTERNATIONAL: Annual Stockholders' Meeting Is On June 29
---------------------------------------------------------------
The Annual Meeting of Stockholders of Orbit International Corp.
will be held at the offices of the Company at 80 Cabot Court,
Hauppauge, New York 11788, at 10:00 a.m., Eastern Daylight
Savings Time, on June 29, 2001, for the following purposes:

      (1) To elect the Board of Directors for the ensuing year.

      (2) To ratify the appointment of Goldstein Golub Kessler,
          LLP as independent auditors and accountants for the
          Company for the fiscal year ending December 31, 2001.

      (3) To transact such other business as may properly come
          before the meeting.

All stockholders are invited to attend the meeting. Stockholders
of record at the close of business on May 14, 2001, the record
date fixed by the Board of Directors, are entitled to notice of,
and to vote at, the meeting.


PACIFIC GAS: Files Motion to Require CAISO to Follow Federal Law
----------------------------------------------------------------
Pacific Gas and Electric Company has filed a motion in the U.S.
Bankruptcy Court asking the court to direct the California
Independent System Operator (CAISO) to comply with bankruptcy
law, its Tariff, and a recent Federal Energy Regulatory
Commission (FERC) ruling, and stop billing the utility for
wholesale power purchased.

Pacific Gas and Electric Company's motion, which includes a
request for a preliminary injunction, asks the court to enjoin
the CAISO from requiring the utility to pay costs the CAISO has
incurred and continues to incur to purchase wholesale power on
its behalf, unless the utility can fully recover these costs.

Bankruptcy law imposes an automatic stay to prevent parties from
making certain claims or taking certain actions that would
interfere with the estate or property of the estate of a Chapter
11 debtor. By purchasing power at costs higher than existing
retail prices, and then sending the bill to the utility, the
CAISO is violating the automatic stay provision and could be
reducing the value of the company's assets by potentially
hundreds of millions of dollars per month, depending on the
average retail rate, the wholesale price, and the amount of
power purchased by the CAISO. Recently, the CAISO sent Pacific
Gas and Electric Company a bill for January and February spot
market purchases that totaled nearly $1 billion.

The action alleges that requiring the utility to pay more than
it can collect in its existing generation-related rates would be
improper under federal Bankruptcy Code because it is not in the
best interest of the estate, would be an unauthorized post-
petition use of Pacific Gas and Electric Company's property, and
would force the utility to undertake credit on onerous terms.

In addition, on April 6, 2001, FERC ordered the CAISO to comply
with its February 14 order, in which FERC ordered that the CAISO
could only buy power on behalf of creditworthy entities. Both
Pacific Gas and Electric Company and Southern California Edison
Company are no longer creditworthy companies. By continuing to
purchase power on behalf of Pacific Gas and Electric Company,
the CAISO is in violation of its own Tariff, FERC orders, and
federal law.


PACIFIC GAS: District Court Dismisses $10 Bil Suit Against CPUC
---------------------------------------------------------------
A federal judge dismissed a lawsuit filed against the California
Public Utilities Commission (CPUC) by the state's largest
utility, bankrupt Pacific Gas & Electric, according to the
Associated Press. PG&E had sought $10 billion from ratepayers
and asked the court to overrule CPUC decisions that the utility
was not entitled to the money, which the utility spent buying
electricity on the increasingly expensive wholesale market. A
similar federal case filed by Southern California Edison is on
hold.

In his decision, Judge Ronald S.W. Lew said, "PG&E's claims are
not yet ripe for review," meaning that the case wasn't ready for
trial. Steve Maviglio, spokesman for Gov. Gray Davis, said the
decision was a win for California ratepayers. But because the
case was dismissed on procedural grounds rather than merit, PG&E
said the door was left open for the utility to refile its action
once the commission makes final its interim orders on PG&E's
requested rate increase. (ABI World, May 3, 2001)


PACIFIC SKYWAY: Files for Chapter 7 Bankruptcy in Santa Barbara
---------------------------------------------------------------
Pacific Skyway, a Santa Maria, Calif.-based airline, announced
that it filed for chapter 7 bankruptcy in the U.S. Bankruptcy
Court in Santa Barbara, according to the Santa Barbara News-
Press. The company listed about $10,000 in assets and about
$219,100 in liabilities. Creditors include the Internal Revenue
Service, Barnett Cox & Associates of Pismo Beach and the Santa
Maria Inn. Founder David Baskett said the company wanted to file
chapter 11 but was forced to file chapter 7 because of a lack of
insurance. Baskett said if the company could attract an investor
the filing could convert into a chapter 11. (ABI World, May 3,
2001)


PILLOWTEX CORP.: Seeks Court Nod To Assume Trademark Agreement
--------------------------------------------------------------
Pillowtex Corporation, Fieldcrest Cannon, Inc. and Fieldcrest
Cannon Licensing, Inc., entered into a long-term trademark
license agreement with Bardwil Industries, Inc. Under the
license agreement, the Debtors granted to Bardwil exclusive
license to use, in connection with the manufacture,
distribution, marketing and sale of table linens, napkins,
napkin rings, placemats, table runners and chair pads, their (a)
Cannon; (b) Cannon Royal Family; (c) Charisma; (d) the
Fieldcrest logo; (e) Fieldcrest as stylized; (f) Fieldcrest; (g)
Fieldcrest Fashions for Bed & Bath & Design; (h) Fieldcrest
Cannon; (i) Royal Family; (j) Royal Family by Cannon; (k) Royal
Velvet; (l) Royal Velvet Big & Soft; (m) St. Marys logo; and (n)
St. Marys trademarks.

The agreement's initial term ends on December 31, 2003, and is
renewable for additional five-year terms. For the licensed
marks' use, Bardwil pays a $75,000 initial royalty and ongoing
royalties at rates from 3% to 8% of the licensed products' net
sales, depending on the licensed mark. In addition, during each
year of the initial term and, if applicable, the renewal term,
the royalty must exceed:

          Year of Term          Minimum Royalty
          ------------          ---------------
             1999                  $150,000
             2000                  $250,000
             2001                  $350,000
             2002                  $425,000
             2003                  $500,000
             2004 through 2008     $500,000

Postpetition, when Bardwil sought permission to use the licensed
marks in connection with the manufacture and sale of products
other than the licensed products, the Debtors negotiated with
Bardwil an amendment to the license agreement. The amendment
allows Bardwil to use the Fieldcrest, Charisma and Royal Velvet
Licensed Marks in connection with the sale of kitchen towels,
potholders, oven mitts, dish clothes and tie towels. Because the
amendment requires assumption of the amended license agreement
by the Debtors, William H. Sudell, Jr., Eric D. Schwartz, and
Michael G. Busenkell, at Morris, Nichols, Arsht & Tunnell, in
Delaware, asked Judge Robinson to approve the Debtors' motion to
assume the amended license agreement.

Mr. Sudell told the Court that, in the exercise of business
judgment, the Debtors have determined that assumption of the
license agreement as modified by the amendment, is in their
estates' and creditors' best interest because the license
agreement generates significant royalties, royalties that will
increase under the amendment as additional products are
manufactured and sold under the licensed marks. The Debtors
believe that assuming the license agreement will maximize the
royalties received from the licensed marks with respect to the
sale of licensed products and additional products to the
customers, and in the territories, covered under the license
agreement. (Pillowtex Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PLAY-BY-PLAY: Renaissance Discloses 37.42% Equity Stake
-------------------------------------------------------
Renaissance US Growth and Income Trust PLC, with citizenship in
England, and principal U.S. business office in Dallas, Texas,
beneficially owns 4,421,303 shares of the common stock of Play
by Play Toys & Novelties, Inc., with sole voting and dispositive
powers. This amount represents 37.42% of the outstanding shares
of common stock of the Company.

On February 1, 2001, Renaissance US Growth and Income Trust PLC
owned 404,291 shares of the Company's common stock on a fully
converted basis. In a letter agreement dated February 20, 2001,
the conversion price was adjusted to $0.54865 per share. Thus
Renaissance owns 4,421,303 shares of the Company's common stock
on a fully converted basis. The Debentures are convertible
within sixty days. The Investment Manager is Renaissance Capital
Group, Inc., which is also Investment Advisor for Renaissance
Capital Growth & Income Fund III, Inc. Renaissance Capital
Growth & Income Fund III, Inc. also owns securities of Play By
Play Toys & Novelties, Inc.


PONDEROSA FIBRES: American Tissue Affiliate To Buy Assets
---------------------------------------------------------
American Tissue Inc., the fourth largest tissue manufacturer in
the United States said that an affiliate of the Company has
entered into a definitive agreement to purchase the assets of
Ponderosa Fibres of America, Inc., located in Memphis,
Tennessee; Oshkosh, Wisconsin; and Augusta, Georgia. The
acquisition is subject to bankruptcy court approval.

Mehdi Gabayzadeh, President and Chief Executive Officer of the
Company, said that this source of fibre in close proximity to
our mills will enable us to better control quality and cellulose
raw material pricing. Additionally, our affiliated group of
companies are now net users of over 1 million tons annually of
secondary fibers. The affiliated group produces tissue, printing
and writing papers, and woodpulp. Through our affiliates,
American Pad & Paper and American Forms, we maintain premier
positions in the USA stationery and continuous forms businesses.

Founded in 1982, with headquarters in Hauppauge, New York,
American Tissue Inc. has quickly become one of the country's
largest manufacturers and distributors of consumer private label
tissue paper products as well as a major supplier of commercial
and industrial tissue paper products for the away from home
market. The Company has tissue paper manufacturing and
converting facilities strategically located from coast to coast,
as well as facilities in Mexico.

Additional information on American Tissue Inc. can be found on
its website at http://www.americantissue.com


RETEK INC.: Annual Shareholders' Meeting Set For May 29
-------------------------------------------------------
The Annual Meeting of stockholders of Retek Inc., a Delaware
corporation, will be held on Tuesday, May 29, 2001 at the
Company's corporate headquarters, 801 Nicollet Mall, 11th Floor,
Minneapolis, Minnesota. The Annual Meeting will commence at
11:00 AM, local time.

At the Annual Meeting, stockholders will be asked to consider
and vote upon the following:

      (1) The election of two Class II directors; and

      (2) The ratification of the appointment of
          PricewaterhouseCoopers LLP as independent accountants
          for the 2001 fiscal year.

Only stockholders of record at the close of business on March
30, 2001 are entitled to notice of and to vote at the Annual
Meeting.


REVLON INC.: Annual Stockholders' Meeting Scheduled On June 1
-------------------------------------------------------------
The Annual Meeting of Stockholders of Revlon, Inc., a Delaware
corporation , will be held at 10:00 a.m., local time, on Friday,
June 1, 2001, at the Company's Research Center, 2121 Route 27,
Edison, New Jersey 08818, for the following purposes:

      (1) To elect the following persons as members of the Board
          of Directors of the Company to serve until the next
          Annual Meeting and until such directors' successors are
          elected and shall have qualified: Ronald O. Perelman,
          Donald G. Drapkin, Meyer Feldberg, Howard Gittis,
          Vernon E. Jordan, Jr., Edward J. Landau, Jerry W.
          Levin, Jeffrey M. Nugent, Linda Gosden Robinson, Terry
          Semel and Martha Stewart.

      (2) To ratify the selection of KPMG LLP as the Company's
          independent auditors for 2001.

      (3) To consider and approve the Revlon, Inc. Third Amended
          and Restated 1996 Stock Plan.

      (4) To transact such other business as may properly come
          before the Annual Meeting.

Only stockholders of record at the close of business on April
12, 2001 are entitled to notice of, and to vote at, the Annual
Meeting and at any adjournments thereof.


SAFETY-KLEEN: Tort Claimant Gets to Battle with S-K's Insurer
-------------------------------------------------------------
Central National Insurance Company of Omaha, with respect to
certain policies issued through Cravens, Dargan & Company and
Pacific Coast, as its Managing General Agent, along with Century
Indemnity, as successor to CCI Insurance Co., as successor to
Insurance Company of North America, the International Insurance
Co., Pacific Employers Insurance Co., and Westchester Fire
Insurance Co., responded to the tort claimants' motion asking
the Court for relief from automatic stay to allow state court
actions to continue, and to abstain from hearing issues pending
before the state courts of California. In addition, the Insurers
requested adequate protection of their interests from the
Safety-Kleen Corp. Debtors.

Linda M. Carmichael, at White and Williams LLP, in Delaware,
informed Judge Walsh that the Insurers claim to have issued
certain insurance policies to the Debtors. To the extent the
Insurers hold claims against the Debtors for payment and/or
performance under the Policies, they are creditors and parties-
in-interest in the Debtors' bankruptcy cases. Presently, the
Insurers and the Debtors are engaged in an on-going state court
California coverage action to determine the parties' respective
rights and obligations under the Policies with respect to the
tort claimants' claims asserted in the California actions, as
well as claims asserted in jurisdictions other than California.

                     Requests for Deferment

The Insurers claimed that the tort claimants' motion for relief
from, and annulment of the automatic stay to continue the
California actions' prosecution and to execute on any judgment
solely against available insurance proceeds was filed without
service upon the Insurers. Insurers contended that they first
learned about this motion at a status conference in the
California coverage action, six weeks after the motion's filing.
Insurers submitted to the Court that they were also informed
that the Debtors and the tort claimants may have reached a
resolution of the motion and that a stipulation to that effect
may be filed with the Court. Neither the Debtors and the tort
claimants previously reviewed the terms of such resolution or
stipulation with Insurers, nor provided the Insurers with a
copy of any such stipulation.

Ms. Carmichael told Judge Walsh that the Insurers have not had a
meaningful opportunity to review the motion and/or to obtain
adequate information in order to fully respond to the motion or
the proposed stipulation, or to make an informed judgment on the
effects of the motion or the proposed stipulation on the
Insurers' rights and obligations under the policies. She
requested that consideration of the motion be deferred until
such time as the Insurers can be provided with sufficient
information to evaluate the effect of the Motion on Insurers'
rights and obligations under the policies, after which a hearing
be held on the motion, to consider the Insurers' preliminary
response and any supplemental response to be filed by the
Insurers.

                Request for Adequate Protection

Ms. Carmichael believes that the Motion's requested relief has
the potential to cause harm to the Insurers, holders of claims
against the Debtors and the Debtors' estates, which harm
includes, and may not be limited to:

      (a) The possibility of inequitable and unfair distribution
of the Debtors' limited insurance assets to certain holders of
similarly-situated competing claims, who may be entitled to the
policies' proceeds, but which policies may be exhausted by the
California actions' claimants who, to the extent any coverage
exists, would be able to obtain such proceeds on a "first come,
first served" basis, to the detriment of other claimants outside
of California;

      (b) Subjecting the Insurers to the risks of inconsistent
determinations of their coverage obligations, if any, and of
making multiple payments on the same obligations under the
policies in excess of the policies' limits; and

      (c) Limiting or, possibly, forfeiting the rights of the
Debtors' estates to available coverage under the policies, if
any, because of the Debtors' violation of certain terms,
conditions and obligations under the policies, as to all of
which terms, conditions and obligations the Insurers expressly
reserve the right to enforce in the forum with appropriate
jurisdiction.

The Insurers requested adequate protection of their rights
under, and interests in, the policies to the extent that the
relief requested in the tort claimants' Motion affects and/or
impairs such rights and/or interests by, among other things,
subjecting the Insurers to the risk of payment in excess of the
policies' available limits.

                     Reservation of Rights

The Insurers reserve their rights to amend, modify or supplement
this preliminary response when they have received sufficient
information to make a meaningful evaluation of the extent to
which the relief requested in the tort claimants' Motion affects
their rights and obligations under the Policies. Ms. Carmichael
informed the Court that, by filing their preliminary response,
the Insurers do not waive, and expressly reserve, all of their
rights, defenses and/or exclusions in any appropriate manner
or forum whatsoever. (Safety-Kleen Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SALANT CORP.: Shareholders To Convene In New York On May 23
-----------------------------------------------------------
The Annual Meeting of Stockholders of Salant Corporation will be
held at the Company's offices, 1114 Avenue of the Americas, 36th
Floor, New York, New York on Wednesday, May 23, 2001, at 10:00
a.m., New York City time, for the following purposes:

      (1) Election of TWO (2) directors to the Board of Directors
          to hold office until the 2004 Annual Meeting of
          Stockholders or until their successors shall have been
          duly elected and qualified; and

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

Only stockholders of record at the close of business on Monday,
April 16, 2001 will be entitled to vote at the Annual Meeting or
any adjournments thereof.


SANTA FE GAMING: Resolves Dispute With David Lesser & Hudson Bay
----------------------------------------------------------------
Santa Fe Gaming Corporation and several of its subsidiaries
entered into a Settlement Agreement and Mutual Release dated
April 20, 2001 with David H. Lesser, Hudson Bay Partners, L.P.
and various entities affiliated with Mr. Lesser and Hudson Bay.
In accordance with the Settlement Agreement, among other things:

      * the Company and its subsidiaries and Mr. Lesser, Hudson
Bay and their affiliates agreed to dismiss with prejudice
pending litigation between the parties, including Santa Fe
Gaming Corp. v. Hudson Bay Partners, L.P., et al., CV-5-99-
00298-KJD (LRL) and Station Casino, Inc. v. David Lesser and
Hudson Bay Partners L.P., et al., CV-5-99-00416 LDG (LRL); In re
Pioneer Finance Corp., Case No. BK-S-99-11404 LBR and in re
Pioneer Hotel Inc., Case No. BK-S-99-12854-LBR.

      * the Company agreed to acquire the 3,456,942 shares of the
Company's Exchangeable Redeemable Preferred Stock held by the
Hudson Bay affiliates; and

      * Mr. Lesser resigned from the Company's Board of Directors
and withdrew his name as the nominee for election by preferred
stockholders as a special director at the Company's annual
meeting scheduled for May 11,2001.


STAR TELECOMMUNICATIONS: Nasdaq Halts Trading Of Shares
-------------------------------------------------------
STAR Telecommunications Inc. announced that the company is
moving forward with its plan of reorganization pursuant to its
obligations under Chapter 11 of the U.S. Bankruptcy Code.

The company filed a voluntary petition for U.S. Bankruptcy Code
Chapter 11 bankruptcy protection on March 13, 2001. Trading in
the company's stock was halted by Nasdaq on March 13, 2001, in
accordance with Marketplace Rule 4450(f), pending receipt and
review of additional information requested by the staff. On
March 27, 2001, the company requested that Nasdaq terminate the
designation of its securities as Nasdaq National Market
securities and requested that the staff delist its securities at
the earliest practicable date, in accordance with Marketplace
Rule 4480(b). The company's securities were subsequently
delisted by Nasdaq on April 4, 2001.

                 About STAR Telecommunications

STAR Telecommunications provides global telecommunications
services to consumers and long-distance carriers. STAR provides
international and national long-distance services, international
private line, dial-around services and international toll-free
services.


SUN HEALTHCARE: NHP Demands Payment Of Administrative Expenses
--------------------------------------------------------------
Nationwide Health Properties, Inc., a healthcare real estate
investment trust that leased 24 facilities to Sun Healthcare
Group, Inc. at the time of the Debtors' bankruptcy filing,
complained to the Court that, with respect to the lease covering
the nursing facility in Brighton, Connecticut, the Debtors have
ignored two rent increases called for in the Master Lease,
resulting in rent underpayments of $12,627 postpetition. NHP
also alleged that an inspection of the Brighton Facility in
January 2001 revealed that the heat had been turned off, the
sprinker system had been set off and then turned off rather than
repaired resulting in multiple leaks in the system. NHP paid
MacDonald Plumbing of Arlington, Massachusetts $4,920 to assess
the problem. According to the affidavit of MacDonald, judgment
on the repairs may cost as much as $50,000 in parts and labor.
In addition, in NHP's understanding, the Debtors have failed to
pay water and sewer bills in the amount of $57,713.90,
postpetition title taxes in the amount of $3,621.51 and
postpetition real estate taxes in the amount of $57,362.88. NHP
presented the related bills with the motion for the Court's
scrutiny.

NHP alleged that the failures create $186,245.63 in
administrative expenses that the Debtors should pay pursuant to
section 503 of the Bankruptcy Code.

NHP asked that the Court direct the Debtors to pay it the sum of
$186,245.63 as an administrative expense and for such other and
further relief to which NHP may show itself justly entitled.
(Sun Healthcare Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


TRI VALLEY: California Olive Growers Acquires California Cannery
----------------------------------------------------------------
California Olive Growers purchased Tri Valley's troubled Madera,
Calif., cannery in bankruptcy court and could begin olive
processing as early as this fall, according to The Modesto Bee.
The group paid Tri Valley Growers $1 million for the cannery,
and committed to spending $9.48 million on environmental
cleanup. The growers' agreement with the state allows them to
process olives, so long as they continue the cleanup process
which shut down the plant in 1998. They have 25 years to
complete the cleanup. (ABI World, May 3, 2001)


VLASIC FOODS: Seeks To Retain Ordinary Course Professionals
-----------------------------------------------------------
Prior to the Petition Date, Vlasic Foods International, Inc.
employed various attorneys, accountants and other professionals
to represent them in matters arising in the ordinary course of
business. The Debtors' desire to continue to employ and retain
these ordinary course professionals to render services to their
estates that are similar to those rendered prior to the Petition
Date. By motion, the Debtors, by and through their counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, in Delaware, asked
Judge Walrath for authority to (i) retain ordinary course
professionals without the necessity of a separate, individual,
formal retention application to Court, and (ii) compensate these
professionals for postpetition services rendered, subject to
certain limits, without the necessity of additional Court
approval.

These professionals include:

                  Ordinary Course Professionals

Name & Address                description       estimated avg.
                               of services       monthly expense
--------------                -----------       ---------------
Baker & Botts                 outside counsel-
The Warner                    patents               $2,000
1299 Pennsylvania Ave. NW
Washington, DC 20004-2400

Banner & Witcoff              outside counsel-      $2,000
1001 G Street NW              patents
Suite 1100
Washington, D.C. 2001

Berens & Tate                 outside counsel-      $5,000
10050 Regency Circle          Omaha labor issues
Suite 400
Omaha, NE 68114

Brobeck Phleger &             outside counsel-      $5,000
Harrison LLP                  patents
1333 H. Street NW
Suite 800
Washington, D.C. 20005

Covington & Burling           outside counsel-      less than
1201 Pennsylvania Ave. NW     food law              $1,000
Washington, D.C. 20004-2401

Davis, Clark, Butt &          local Arkansas        $3,000
Carithers, LLC                counsel
P.O. Drawer 1688
19 East Mountain Street
Fayetteville, AR 72702-1688

Dwyer, Smith, Gardner, Lazer, local Nebraska        less than
Pohren, Rogers & Forrest      counsel               $1,000
Suite 400
8712 W. Dodge Road
Omaha, NE 68114

Glassman-Oliver Economic      Antitrust consultant  $20,000
Consultants, Inc.             for strategic
1828 L Street, NW             review, litigation
Suite 405                     support and FTC
Washington, D.C. 20036-5104   inquiry

Howard & Howard Attorneys     outside counsel-      $4,000
The Phoenix Building          Imlay City and
Suite 500, 222                Bridgeport - tax
North Washington Square       appeals & litigation
Lansing, MI 48933

McDermott Will & Emery        outside counsel-      less than
600 13th Street NW            food regulatory       $1,000
Washington, D.C. 20005-3096   matters

National Food                 Association that      $5,000
Processors Association        handles food/product  (excludes
1350 I Street NW              related claims and     annual
Suite 300                     food safety scientific member-
Washington, D.C. 20005-3305   testing                ship fee)

Parkowski, Noble & Guerke     outside counsel-      $1,500
116 West Water Street         mortgage for
P.O. Box 598                  Delaware
Dover, DE 19903

Pepper Hamilton LLP           local New Jersey      $7,500
Liberty View Bldg.,           counsel
Suite 420
457 Haddonfield Road
Cherry Hill, NJ 08002-2220

Rader Fishman & Grauer        outside counsel-      $15,000
Suite 140                     trademarks
39533 Woodward Avenue
Bloomfield Hills, MI 48304

Sidley & Austin               outside counsel-      $3,000
Bank One Plaza                immigration
10 S. Dearborn Street
Chicago, IL 60603

Synnestvedt & Lechner LLP     outside counsel-      less than
2600 Aramark Tower            patents               $1,000
1101 Market Street
Philadelphia, PA 19107-2950

Varnum Riddering              outside counsel-      less than
Schmidt & Howlett             mortgage              $1,000
Bridgewater Place
P.O. Box 352
Grand Rapids, MI 49501-0352

Diane Wehr                    paralegal consultant  less than
14 Thomas Road                                      $1,000
Voorhees, NJ 08403

Zelle, Hofmann,               outside counsel-      less than
Voelbel & Gette               litigation            $1,000
1201 Main Street
Suite 3000
Dallas, TX 75202

Arthur Andersen               internal auditors     $45,000
P.O. Box 905717
Charlotte, NC 28290-5734

Towers Perrin                 pension actuary       $65,000
Centre Square East
1500 Market Street
Philadelphia, PA 19102-4790

Levin & Hluchan               outside counsel-      less than
Suite 100                     environmental         $1,000
1200 Laurel Oak Road          issues
Voorhees, NJ 08403

Tressler, Soderstrom,         outside counsel-      $5,000
Maloney & Priess              environmental
Sears Tower, 22nd Floor
233 S. Wacker Drive
Chicago, IL 60606

In contrast, the Debtors declared that they have filed or will
file individual retention applications for any professional they
may intend to employ in connection with the bankruptcy
proceedings or with regard to specific matters. The Debtors add
that, out of an abundance of caution, they are seeking Court
authorization for the retention of all ordinary course
professionals even if no retention is required because these
professionals do not fall within the categories of professionals
requiring specific and separate retention under bankruptcy law.

         Compensation of Ordinary Course Professionals

Robert A. Weber, at Skadden, Arps, apprised the Court that the
Debtors ask to be allowed to pay these "ordinary course"
professionals 100% of each professional's fees and disbursement
upon the submission to and approval by the Debtors of an
appropriate invoice reasonably detailing the nature of the
postpetition services rendered and disbursements actually
incurred, without formal application to the Court. In addition,
the Debtors suggested that, unless otherwise ordered by the
Court, if any ordinary course professional's fees and
disbursements exceed an average of $35,000 per month, the
compensation payable shall be subject to Court approval.

The Debtors notified Judge Walrath that, of the professional
they have employed, there are only two whose fees may exceed the
$35,000 per month limit. These are (i) Towers Perrin, and (ii)
Arthur Andersen. Convinced that both firms' services are
beneficial, if not critical, to the their operations, the
Debtors propose to the Court that the fees of Towers Perrin and
Arthur Andersen become subject to separate Court approval only
when the fees and disbursements exceed an average of $65,000 for
Towers Perrin, and $45,000 per month for Arthur Andersen.

                    Submission of Affidavits

While the Debtors asked the Judge to excuse ordinary course
professionals from submitting separate retention applications,
the Debtors recognize and acknowledge the importance of
providing information regarding ordinary course professionals
who are attorneys to the Court and the United States Trustee. It
is the Debtors' suggestion that every ordinary course
professional who is an attorney be required to file with the
Court, and serve upon the Notice Parties (consisting of (a)
the Trustee, (b) counsel to the agents for the Debtors'
prepetition and postpetition lenders, if any, (c) counsel to
statutorily appointed committees, and (e) the Debtors' counsel)
an affidavit and disclosure statement within 30 days of the date
of entry of an order granting the Debtors' motion. The Notice
Parties will then have 20 days from the date of service of an
ordinary course professional's affidavit to object to the
retention of that professional. Objections, if any, shall be
served upon the affected professional and the Notice Parties, on
or before the objection deadline. If the objection cannot be
resolved within 20 days of service, the matter will be scheduled
for Court hearing at the next regularly-scheduled omnibus
hearing or other date agreed upon by the affected professional,
the Debtors and the objecting party or parties. If no objection
is submitted on or before the objection deadline, or if any
timely objection is resolved, the employment, retention and
compensation of the ordinary course professional would be deemed
approved without further Court order.

              Additional Ordinary Course Professionals

The Debtors also requested that they be permitted to employ and
retain additional ordinary course professionals by filing a
supplement to the list of professionals without the need to file
individual retention applications and without the need for any
further hearing or notice to any other party. For additional
ordinary course professionals who are attorneys, in order to
comply with the procedures for the required affidavit and
disclosure statement, the Debtors requested that the period for
these professionals to file and serve their affidavits commence
with the filing of the supplement.

As with the presently identified ordinary course professionals,
the Debtors asked Judge Walsh to allow the notice Parties 20
days after service of each additional ordinary course
professional's affidavit to object to the retention of that
professional. If no objection is submitted, the Debtors shall be
authorized to retain that professional as a final matter.

    Statement Of Compensation to Ordinary Course Professionals

The Debtors intend to file a statement with the Court
approximately every 120 days, or some other period as the Court
shall order, and serve that statement upon the Notice Parties.
The proposed statement will include: (a) the name of the
ordinary course professional, (b) the aggregate amounts paid as
compensation for services rendered and reimbursement of expenses
incurred by an ordinary course professional during the
applicable period, and (c) a general description of the services
rendered by each ordinary course professional.

  Retention & Payment Procedure is in the Best Interest of Estate

The Debtors do not doubt that the proposed retention of the
ordinary course professionals and the payment of compensation
are in the best interest of the Debtors' estates, their
creditors and all parties-in- interest. Although these
professionals have indicated willingness to provide services to
the Debtors on an ongoing business, confide the Debtors to the
Judge, many of the professionals may be unwilling to do so if
they will only be paid through a cumbersome, formal application
process. The Debtors caution the Court that, if these
professionals' expertise and background knowledge were lost, the
estates would incur additional and unnecessary expenses, because
the Debtors would be forced to retain other professionals
without the requisite background and expertise. To avoid any
disruption in the professionals' services rendered in the
Debtors' day-to-day operations, it is in the best interest of
their estates, that the Debtors be allowed to retain their
ordinary course professional.

Mr. Weber assured the Court that, although some of the ordinary
course professionals may hold unsecured claims against the
Debtors on account of prepetition services rendered, the Debtors
do not believe that any have an interest materially adverse to
the Debtors, their estates, creditors or other parties-in-
interest. In addition, the Debtors guarantee that no ordinary
course professional will be retained who would not meet, if
applicable, the special counsel retention requirement prescribed
by bankruptcy law.

                Objections of United States Trustee

Patricia A. Staiano, Trustee for Region 3, through her counsel,
Joseph J. McMahon, Jr., in objecting to the relief sought by the
Debtors, told Judge Walrath that the Debtors have not provided
for a "per professional" cap or a "global" cap. In addition, she
asked that the Court deny the requested relief because, while
the Debtors seek to pay their professionals based upon
appropriate invoices detailing the nature of the postpetition
services rendered and disbursements actually incurred, subject
to the $35,000 monthly limit, the $35,000 average standard is
ambiguous, leaving all interested parties to wonder over what
time period the Debtors are calculating the average
compensation.

The Trustee also pointed out that the proposed form of affidavit
does not include a paragraph requiring non-attorneys to identify
the amount of any prepetition claim which the proposed ordinary
course professional has against one or more of the Debtors and
whether the proposed ordinary course professional is waiving the
claim. On top of that, the Trustee told Judge Walrath that
Arthur Andersen, the Debtors' auditor, should be retained
through a separate retention application in accordance with the
provision of bankruptcy law governing the employment of
professional persons, because of the importance of their
services to the general administration of these estates. (Vlasic
Foods Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


W.R. GRACE: U.S. Trustee Appoints Official Creditors' Committee
---------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102(a)(1), the United States Trustee
for Region III appointed these creditors to serve on a 9-member
Official Committee of Unsecured Creditors in W. R. Grace & Co.'s
chapter 11 cases:

         J.P. Morgan Chase & Co., Inc.
         Attention Thomas F. Maher
         380 Madison Avenue
         New York, NY 10017
         (212) 622-3671

         Wachovia Bank, N.A.
         Attention James S. Dickson
         191 Peachtree St., N.E.
         Atlanta, GA 30303
         (404) 332-6087

         Bank of America
         Attention Peter R. Brach
         335 Madison Avenue
         New York, NY 10017
         (212) 503-7711

         First Union National Bank
         Attention Jill W. Akre
         1339 Chestnut St.
         Philadelphia, PA 19107
         (215) 786-4135

         ABN Amro Bank, N.V.
         Attention Steven C. Wimpenny
         10 East 53rd St., 37th Floor
         New York, NY 10022
         (212) 891-0626

         The Bank of New York, as Indenture Trustee
         Attention Irene Siegel, Vice President
         101 Barclay St., 21W
         New York, NY 10286
         (212) 815-5703

         Bankers Trust Company, as Indenture Trustee
         Attention Stanley Burg
         Four Albany St.
         New York, NY 10006
         (212) 250-6526

         Sealed Air Corporation
         Attention Mary A. Coventry
         Park 80 East
         Saddle Brook, NJ 07663
         (201) 703-7600

         Zhagrus Environmental, Inc.
         Attention Charles A. Judd
         46 West Broadway, Suite 116
         Salt Lake City, UT 84101
         (801) 595-0239

Frank J. Perch, III, Esq., is the attorney assigned to monitor
and represent the interests of the U.S. Trustee in W.R. Grace's
chapter 11 cases. (W.R. Grace Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Objects To State's Motion For Stay Relief
--------------------------------------------------------------
James M. Lawniczak, Esq., and Scott N. Opincar, Esq., at Calfee,
Halter & Griswold LLP, submitted to Judge Bodoh Wheeling-
Pittsburgh Steel Corp.'s partial opposition to the State of
Ohio's motion for relief from the automatic stay. The Debtor
clarifies it does not oppose the continuation of the pending
action with respect to the State's claims for civil penalties.
However, the Debtor objects to the extent that the State seeks
permission to collect any civil penalty outside of the
Bankruptcy Court. The State has not offered any reason why it
should be granted relief for that purpose. The Debtor contended
that that relief should not be granted, because any
determination as to the manner in which a civil penalty is to be
treated, and the amount of any distribution that is to be made
with respect to any civil penalty should be made by the
Bankruptcy Court in accordance with the provisions of the
Bankruptcy Code.

Mr. Lawniczak added that the Debtor does not oppose the State
seeking declaratory and injunctive relief regarding the
application of Ohio hazardous waste and water pollution laws to
the ongoing activities at the Debtor's plants, such as ongoing
storage and handling practices at the plants, alleged ongoing
discharges of materials at the plants and ongoing record-keeping
practices. However, the Debtor reserves all of its rights to
object to the State attempting, outside of the Bankruptcy Court,
to compel the Debtor to expend funds to remedy any condition
that constitutes a prepetition liability. The manner in which
any such prepetition liability is discharged is a matter that is
subject to the exclusive jurisdiction of, and should be resolved
in, the Bankruptcy Court, rather than in any other forum.

         Noteholders' Committee Files Similar Opposition

By a separate pleading, the Noteholders' Committee, through its
local counsel at Hahn Loeser & Parks LLP, sings in unison with
the Debtor. The Noteholders' Committee clarified that it does
not object to the State continuing to litigate the pending suit
to the extent of determining and liquidating civil penal
liability for violation of pollution laws. However, Lee D.
Powar, Esq., and Jean R. Robertson, Esq., explained, the
Committee finds the use of the proposed order for relief from
the stay submitted along with the motion objectionable. The
proposed order contains language regarding relief from the stay
that is substantially broader than the relief purportedly sought
in the motion. The proposed order would lift the stay in its
entirety and could be construed to allow the State to proceed to
collect on any monetary judgment obtained, which result would
certainly not be sanctioned by any provision of the Bankruptcy
Code.  (Wheeling-Pittsburgh Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURG: Says New Scrubber Improves Product Quality
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation on April 30 began
operating a new scrubber system at its Allenport (PA) pickle
line. The $1.2 million wet scrubber system will not only reduce
emissions, it is expected to dramatically improve product
quality at the plant.

The new scrubber will remove 98 percent of the hydrochloric acid
fumes that are generated during the pickling process and is
designed to meet more stringent EPA regulations that will go
into effect on June 22, said Harry Page, vice president of
Engineering, Quality and Metallurgy. In addition, the new system
will provide a major improvement to Allenport's product quality
performance by eliminating the major cause of the plant's number
one internal reject and customer claims item, rust.

The scrubber system that was replaced was not able to fully vent
the hydrochloric fumes generated when steel coils pass through
the pickling baths. Steel being processed at the plant was then
exposed to chloric acid, which promoted the formation of rust.
While the new scrubber is the most important quality improvement
we've made at Allenport, said George Michener, plant manager, it
is only one of many changes that we have introduced during the
past year. Management and labor have been working closely
together to identify areas to improve quality and to implement
those enhancements as quickly as possible.

Wheeling-Pittsburgh Steel President James G. Bradley notes that
the investment at Allenport and the pledge of $400,000 by Gov.
Bob Wise and the state of West Virginia to complete construction
of the company's second paint line at its Beech Bottom (WV)
facility demonstrate the company's continued commitment to the
future.

Our investment in this scrubber system is a win-win, Bradley
said. It will pay long-term dividends for the environment, for
the company, and for our customers.

Bradley praised employee efforts during the foreign steel
crisis.

These are difficult times for the steel industry and for
Wheeling- Pittsburgh Steel, Bradley said. As Wheeling-Pittsburgh
Steel makes progress with its reorganization, our management and
union-represented employees have kept their focus on quality,
safety and customer service issues that will make us successful
when we emerge from bankruptcy.

Wheeling-Pittsburgh Steel is the ninth largest domestic
integrated steel producer. It has continued to operate all its
facilities since filing for Chapter 11 bankruptcy protection on
Nov. 16, 2001.


WINSTAR COMMUNICATIONS: Retains BSI as Independent Claims Agent
---------------------------------------------------------------
Winstar Communications, Inc. said that the parties-in-interest
in these cases include customers, employees, taxing authorities,
bank lenders, bondholders, trade creditors and stockholders,
among others. They number in the thousands. All such parties
must be included in the noticing and claims process. Neither the
Clerk nor Winstar has the equipment or staff to docket and
maintain the large number of proofs of claim that will be filed.

Winstar told the Court that the most effective and efficient
manner to handle proofs of claim is to engage an independent
third party to act as claims processing agent. 28 U.S.C. Sec.
156(c) gives the Court power to utilize outside agents provided
that the Debtors pay the costs.

New York City-based Bankruptcy Services LLC is a firm
specializing in claims management, consulting and computer
services. It has been engaged in this business for over years.
Bankruptcy Services has considerable experience as a claims
agent and has acted as the official claims agent in numerous
large cases.

On April 12, 2001, Winstar paid a $25,000 retainer to Bankruptcy
Services, Director of Operations Kathy Gerber disclosed to the
Court. Bankruptcy Services will charge Winstar its customary
$0.20 per page rate for mailings, $0.95 per claim, and customary
hourly rates:

          Kathy Gerber              $175
          Senior consultants        $150
          Programmers               $125
          Associates                $110
          Data entry and clerical   $35 to $55

Bankruptcy Services does not consider itself to be a
"professional" for purposes of the Bankruptcy Code. Therefore,
to reduce expenses, Winstar proposed that Bankruptcy Services'
fees be treated as an administrative expense and be paid on a
monthly basis. (Winstar Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ZENITH ELECTRONICS: KPMG LLP Replaces Arthur Andersen As Auditor
----------------------------------------------------------------
Zenith Electronics Corporation has replaced Arthur Andersen LLP
as independent auditor for the Company on April 25, 2001.
Zenith's Board of Directors approved the change in accountants
and the Company has engaged KPMG LLP as its new independent
auditors as of April 25, 2001.


BOND PRICING: For the week of May 7 - May 11, 2001
--------------------------------------------------
Following are indicated prices for selected issues:

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

                            *********

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

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

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

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


                           *********


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

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

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

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

The TCR subscription rate is $575 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

                      *** End of Transmission ***