TCR_Public/010514.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 14, 2001, Vol. 5, No. 94


AMERICAN SKIING: Names B.J. Fair As New Chief Executive Officer
APPLIED GRAPHICS: Restructuring Debt After Weak Q1 Results
ASSET SECURITIZATION: S&P Junks Ratings on 1996-D2 Certificates
ATLANTIC CITY: Carl Icahn Gets License to Own Casino
BLUESTAR BATTERY: Two Executives Resign From Management

CMI INDUSTRIES: Closing Clinton Operations In July
COOKER RESTAURANT: May Opt For Bankruptcy If Unable To Cure Debt
FINOVA: The Restructuring Transactions Under The Berkadia Plan
FRIEDE GOLDMAN: Resumes Construction Work On Car Carrier
FRUIT OF THE LOOM: Moves For 5th Amendment To DIP Financing Pact

GREATE BAY: Talking To Lender To Restructure Debt Obligations
HARNISCHFEGER: Beloit Wants To Assume Asia Pulp Purchase Orders
HASKELL-SENATOR: Furniture Maker Files For Bankruptcy Protection
HOMEPLACE OF AMERICA: Closing All Remaining Stores
IMPERIAL SUGAR: Committee Taps Pepper Hamilton As Local Counsel

INTEGRATED HEALTH: Rejecting Leases Relating To 11 Facilities
JCC HOLDING: Names Bill Noble As Casino's New General Manager
LASON INC.: Appoints Ronald D. Risher As New President and CEO
LEAPNET INC.: Shares Subject To Delisting From Nasdaq
LIFEMINDERS: Reports Q1 Losses & Reviews Strategic Alternatives

LOEWEN: Bayview Shareholders Balk At Proposed Claims Treatment
LTV CORPORATION: Exclusive Period Extended To August 27
MALAN REALTY: Releases Q1 Results & Gives Restructuring Update
MARINER: Nat'l Heritage Agrees To Operate Good Samaritan Center
MORGAN STANLEY: S&P Lowers And Affirms 1998-CF1 Ratings

NATIONAL HEALTH: Taps New Benefits Inc. To Implement Program
NETAXXI.COM: Continues to Lower Expenses With Staff Reductions
PACIFIC GAS: Court Permits Examination of ISO & PX Documents
PG&E NATIONAL: S&P Rates $500 Million Senior Notes At BBB
PILLOWTEX CORP: Court Extends Exclusive Filing Period To July 16

PROFIT RECOVERY: Obtains Waiver Of Bank Covenant Default
PSINET INC.: Makes Two Key Executive Appointments
RIDDEL SPORTS: Moody's Reviews Ratings For Possible Downgrade
SIZZLER INT'L: A. Keith Wall Replaces Steven Selcer As CFO
SPINCYCLE: Stretches Expiration Date of Exchange Offer To May 17

SPORTS CLUB: S&P Lowers Credit Ratings To B- From B
SSANGYONG FIRE: S&P Slashes Financial Strength Rating to CCCpi
TUT SYSTEMS: Reports Losses For First Quarter 2001
VISTA EYECARE: Completes Sale Of Freestanding Retail Operations
W.R. GRACE: Hires R.R. Donnelley & Sons As Noticing Agent

WASTEMASTERS: Cooperates In SEC Investigation
WORLD SALES: Intends To File a Proposal for Reorganization
WRP CORPORATION: Receives NASDAQ Delisting Notice

BOND PRICING: For the week of May 14 - May 18, 2001


AMERICAN SKIING: Names B.J. Fair As New Chief Executive Officer
The Board of Directors of American Skiing Company (NYSE:SKI)
announced that William "B.J." Fair, American Skiing Company's
chief operating officer, has been named chief executive officer
of the company.

Following the resignation of Leslie B. Otten, who had served as
chairman and chief executive officer of American Skiing Company,
B.J. Fair was to assume the chief executive duties, effective
March 28, 2001.

"I've been proud to lead the American Skiing team over the past
21 years," said Otten. "We have built a remarkable company, and
I am confident that the company's future under B.J.'s leadership
will continue to improve as it moves into its next phase of
development. Since discussions of the Meristar merger began last
summer, I have been investigating plans outside of American
Skiing Company and intend to pursue those options."

Steven B. Gruber, Board member of the company and a managing
partner at Oak Hill Capital Management, Inc., stated, "I would
like to thank Les Otten for the vision and energy that he
brought to the company. He's achieved tremendous success by
building this company from a single small ski area in Maine into
one of the country's leading operators with nine world-class ski
resorts in both the Eastern and Western United States. The Board
and everyone at American Skiing appreciates his substantial
accomplishments and wishes him success in his new endeavors."

B.J. Fair's appointment as chief executive is a natural
progression in the company's management structure. B.J. has made
significant contributions in driving the business forward in the
twelve months that he has been at American Skiing Company," said
Gruber. "He brings an exceptional level of experience in both
resort management and real estate development to the company.
The Board of Directors is confident that American Skiing Company
will thrive under B.J.'s leadership and direction."

Fair joined American Skiing Company in March 2000 as chief
operating officer of American Skiing Company's resort
operations. Prior to his involvement at American Skiing Company,
Fair served as president of Universal Studios' Port Aventura
theme park where he was responsible for the ongoing development
and operation of the park. Also at Universal, Fair served as
senior vice president of Universal Creative. Earlier, in his
role as director of finance and business planning for Disney
Development Company, Fair was a principal negotiator and led
financing and development efforts for the Disney's California
Adventure expansion and related development in Anaheim, Calif.

"I joined American Skiing Company because of the company's world
class portfolio of assets and because I believed we could
achieve substantial upside in financial performance from
improved operational execution," Fair said. "While the company
has made large strides during the past twelve months, we are
capable of accomplishing far more."

Fair commented on his outlook for the company for the immediate
future. "Although the company faces near-term challenges, I am
confident that substantial shareholder value can be created at
American Skiing during the next few years. I am eager to work
closely with the rest of the senior management team to achieve
our game plan," said Fair.

Fair noted that American Skiing Company is experiencing growth
in revenue and earnings in this fiscal year. At this time, the
company anticipates that resort EBITDA will likely be at or
slightly below the low end of the previously guided range of
$50-$60 million, although results are subject to change as there
are still approximately four months remaining in the year.

To further strengthen operations and drive future results, Fair
will accelerate some of the efforts the management team began
while he was chief operating officer. His immediate priorities

      -- improving cost management at both the resort and
         corporate levels in the coming months

      -- revising the organizational structure and management
         systems to better align the efforts of resort and real
         estate managers with one another, as well as with

      -- strengthening the company's marketing and sales
         functions at both the corporate level and in the field
         to improve skier volumes and to strengthen the share of
         American Skiing Company resorts in their respective

      -- enhancing the company's capital structure and financial

The American Skiing Company team of managers assembled over the
past few years remains in place to work with Fair in his new
role. In particular, Hernan Martinez, who joined as chief
operating officer of Real Estate Operations in May 2000, will
continue to lead the real estate business. Mark Miller, who has
served as chief financial officer since 1998, will assume
additional responsibilities.

                About American Skiing Company

Headquartered in Newry, Maine, American Skiing Company is the
largest operator of alpine ski, snowboard and golf resorts in
the United States. Its resorts include Steamboat in Colorado;
Killington, Mount Snow and Sugarbush in Vermont; Sunday River
and Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire;
The Canyons in Utah; and Heavenly in California/Nevada.
Additional information is available on the company's Web site,

APPLIED GRAPHICS: Restructuring Debt After Weak Q1 Results
Applied Graphics Technologies, Inc. (AMEX: AGD), the country's
largest provider of outsourced digital media asset management
services, reported results for the three months ended March 31,

The Company's revenues in the first quarter of 2001 decreased by
19.1% to $116.8 million, as compared to revenue of $144.3
million in the same quarter of 2000.  This decrease resulted
primarily from the adverse impact the softening advertising
market had on the Company's Midwest prepress and creative
services operations.  The Company also experienced an
anticipated reduction in revenues from the sale of its
photographic laboratory and digital portrait systems businesses
and the closing of its Atlanta prepress facility, all of which
occurred subsequent to the 2000 period.  Gross profit was $34.9
million in the 2001 quarter, as compared to $47.0 million in the
first quarter of 2000.  Gross profit as a percentage of revenue
decreased to 29.9% in the 2001 quarter from 32.6% in the 2000
quarter due primarily to lower margins at the Company's Midwest
operations resulting from the aforementioned decrease in
revenues.  The Company had an operating loss of $4.0 million in
the 2001 quarter, as compared to operating income of $2.6
million in the 2000 quarter.

The Company incurred a loss from continuing operations of $8.6
million in the 2001 quarter as compared to a loss of $7.4
million in the 2000 quarter.  The results from continuing
operations in 2001 benefited, as compared to the 2000 period,
from a reduction in interest expense of $1.2 million and an
increase in other income of $1.6 million, the majority of which
represented a gain on sale of marketable securities.  For the
first quarter of 2001, the Company had a net loss of $8.6
million as compared to a net loss of $8.9 million for the same
period of 2000.

"We are obviously disappointed by the adverse impact the
economy, and in particular the softness experienced in the
advertising market, had on our operations in the first quarter
of 2001," said Joe Vecchiolla, Chief Operating Officer and Chief
Financial Officer of AGT.  "We continued to make strides in our
integration efforts and have reduced our headcount by more than
200 individuals since the beginning of the year, all of which we
expect to result in improved performance going forward.  Having
said that, however, the poor results of the first quarter
hindered our ability to continue the progress previously made in
reducing our debt.  More importantly, although the Company
currently is in compliance with financial covenant requirements
imposed by our credit facilities, the first quarter results and
anticipated weakness in the second quarter will have an adverse
impact on our ability to satisfy those requirements in future
periods.  As we have previously disclosed, we anticipated that
we would have difficulty meeting our financial covenant
requirements in the third quarter of 2001 as a result of the
financial covenant requirements becoming more restrictive in
that quarter.  However, the Company now believes that, as a
result of the events of the first quarter and the anticipated
weakness in the second quarter, the Company may not be able to
satisfy the financial covenant requirements currently in effect
for the second quarter of 2001.  We are continuing to manage
this situation and are currently engaged in discussions with our
bank group regarding waivers and amendments that would be
required in the event of noncompliance, but there can be no
assurance that the Company will be successful in its efforts,"
Mr. Vecchiolla concluded.

Prior period amounts have been restated to reflect the Company's
publishing business as a discontinued operation, and prior
period share and per-share amounts have been adjusted for the
effects of the Company's two-for-five reverse stock split on
December 5, 2000.

Applied Graphics Technologies, Inc., provides digital media
asset management services across all forms of media, including
print, broadcast, and the Internet and is a leading application
service provider for the on-line management of brands.  AGT
offers a variety of digital imaging and related services to
major corporations, which include magazine and newspaper
publishers, advertisers and their agencies, entertainment
companies, catalogers, retailers, and consumer goods and
packaging companies.  From locations across the United States,
the United Kingdom, and Australia, AGT supplies a complete range
of services that are tailored to provide solutions for specific
customer needs, with a focus on improving and standardizing the
management and delivery of visual communications for clients on
a local, national, and international basis.  Additionally, AGT
provides a wide range of advertising and marketing-related
creative services for customers, primarily in retailing.  These
services include assistance in creation of newspaper advertising
campaigns, development of in-store and collateral media, and
photographic services.  AGT also provides content management and
the volume reproduction and distribution of television and radio
commercials to broadcast and cable media for ad agencies and
their clients.  Finally, through its Devon Publishing Group, AGT
is a leading publisher of alternative greeting cards, calendars,
fine art and other prints, and wall decor items.

ASSET SECURITIZATION: S&P Junks Ratings on 1996-D2 Certificates
Standard & Poor's lowered its ratings on three classes of Asset
Securitization Corp.'s 1996-D2 commercial mortgage pass-through
certificates. Concurrently, ratings are affirmed on six other

The lowered ratings reflect Standard & Poor's concerns related
to the weak financial performance of some of the mortgage loans.
The servicer, Pacific Life Insurance Co., has taken appraisal
reductions against three of the loans. Based on its
conversations with the special servicers, Lend Lease Asset
Management L.P. and CRIIMI MAE Services L.P., Standard & Poor's
believes that the trust may incur additional losses associated
with other loans as well. Due to appraisal reductions, full
interest is no longer being paid to classes B-2 and B-2H.

The affirmations reflect Standard & Poor's belief that the
financial effect of the anticipated losses will be limited to
the most subordinate classes.

As of April 2001, all outstanding classes of series 1996-D2
totaled $808.4 million. The pass-through certificates are
collateralized by 119 mortgage loans and three REO properties.
The mortgaged properties are located in 37 states, with Texas
(16.0% of the loan pool) and California (11.5%) the only states
exceeding a 10% concentration. Multifamily (26.2% of the loan
pool) and lodging (23.0%) are the most common property types.
Eleven of the mortgage loans (representing 7.4% of the loan
pool) have been either totally or partially defeased and are now
secured by U.S. government obligations.

Standard & Poor's has determined that the financial performance
of the loan pool has trended downward since issuance. In 2000,
the weighted average debt service coverage (DSC) for the pool
was 1.63 times (x) based on net operating income, versus 1.67x
at Standard & Poor's last review in November 1998, and 1.77x at
issuance. The decline in the financial performance of the 10
largest loans (representing 30.3% of the loan pool) has been
more dramatic. The DSC for the top 10 loans declined to 1.27x in
2000 from 1.63x at the last review, and 1.68x at issuance. The
declines are largely due to the weak performance of the
healthcare loans, which represent 19.2% of the loan pool and
31.2% of the top 10 loans. The healthcare assets had a weighted
average DSC of 1.51x in 2000, down from 1.99x at issuance. In
comparison, the performance of the nonhealthcare loans has been
more consistent, with a 1.66x DSC in 2000 versus 1.71x at
issuance. In addition, because of the healthcare assets'
historic weak performance, Standard & Poor's lowered its ratings
on classes B-2 and B-2H from single-'B' to single-'B'-minus in
November 1998.

As of April 2001 the specially serviced loans totaled $83.7
million (10.4% of the loan pool). There were two specially
serviced healthcare loans and two healthcare REOs (both were
collateral for one loan) totaling $54.9 million. And, three
specially serviced nonhealthcare loans and one nonhealthcare REO
totaling $28.8 million. Also, an $11.3 million appraisal
reduction has been taken against a healthcare loan secured by
three nursing homes. To date, appraisal reductions totaling $6.9
million have been taken against a nonhealthcare loan secured by
limited-service hotels, and the nonhealthcare REO that is also a
limited-service hotel.

After discussions with the special servicers, Standard & Poor's
evaluated the likelihood that the specially serviced loans and
other subperforming loans would default. Subperforming loans
were considered all loans with DSCs less than 1.10x and loans
maturing before May 2003 with DSCs less than 1.20x, exclusive of
the specially serviced loans. Losses were projected for these
loans and allocated to the pass-through certificates. Pursuant
to the series 1996-D2 deal structure, losses related to
healthcare loans are allocated first to the classes B-3H, B-2H,
and B-1H certificates before reducing the B-3Q, B-3, and B-2
certificates. Similarly, losses associated with the
nonhealthcare loans are applied to reduce the balances of the
classes B-3Q, B-3, B-2, B-1B, and B-1A certificates before
allocation to the B-3H, B-2H, and B-1H classes, Standard &
Poor's said.

Outstanding Ratings Lowered:

      Asset Securitization Corp.
           Commercial mortgage pass-thru certs series 1996-D2

                     Class              Rating
                                     To        From
                      B-1H           CCC       BB
                      B-2            D         B-
                      B-2H           D         B-

Outstanding Ratings Affirmed

      Asset Securitization Corp.
           Commercial mortgage pass-thru certs series 1996-D2

                     Class              Rating
                      A-1                AAA
                      A-2                AA
                      A-3                A
                      A-4                BBB
                      B-1A               BB
                      B-1B               BB

ATLANTIC CITY: Carl Icahn Gets License to Own Casino
Carl Icahn received application approval from New Jersey gaming
officials for a license to own the struggling Atlantic City
Sands casino, according to Reuters.  Encouraged by the
billionaire financier's plans to restore the property to
financial health, the New Jersey Casino Commission voted 4-0 to
approve Icahn's application.  Icahn has committed to providing
the Sands with $65 million in cash to use toward improving the
property on the Atlantic City boardwalk.

The Sands filed for chapter 11 bankruptcy in 1998. Icahn
acquired the property under a temporary license following a
battle in bankruptcy court with rival suitor Park Place
Entertainment Inc. Under his temporary license, Icahn recently
brought the Sands out of bankruptcy, and yesterday's vote made
the license permanent.  (ABI World, May 10,2001)

BLUESTAR BATTERY: Two Executives Resign From Management
BlueStar Battery Systems International Corp. (Canadian Venture
Exchange: BSG) announced the resignation of Marty Kittrell as
Executive Vice President, Finance and Administration effective
April 30, 2001, and the resignation of Darwin Sauer, Chief
Strategic Officer effective March 12, 2001. Mr. Sauer, who co-
founded the Company with Gordon Blankstein, a Canadian business
promoter who resigned from the board last December, has decided
to pursue other business opportunities. Mr. Sauer has also
resigned his position on the board of directors. Mr. Kittrell,
who joined the Company in February, 2000 was instrumental in
repositioning the Company to pursue its' strategic e-commerce
vision. However, the Company has been unsuccessful in raising
new capital to pursue its goal and has continued to liquidate
assets to repay its bank debt. Mr. Kittrell will remain a member
of the board and will consult with the Company on specific
financial issues.

The Company also announced that it has successfully completed a
business arrangement to dispose of its business assets in
Montreal. This is consistent with the board of director's
decision to liquidate certain assets to pay down its bank loan
with Lumina Group, LLC. This loan is currently in default as
announced on April 27.

BlueStar sells power and charging systems in North America. The
Company markets battery products and certain related components
from several of the world's leading manufacturers. BlueStar's
common stock currently trades on the Canadian Venture Exchange
under the symbol BSG.

CMI INDUSTRIES: Closing Clinton Operations In July
Citing continuing competition from textile imports, a continued
softness in the economy, and significant financial losses, CMI
Industries, Inc. announced that it will no longer produce woven
greige fabrics made of spun yarn and will close its remaining
greige fabrics operations in Clinton, SC.  Approximately 600
employees will be affected by the closing which is estimated to
occur gradually over the next few months.  The complex is
expected to close completely on or about July 8, 2001.

The decision will not impact CMI's woven filament fabrics plant
in Clarkesville, GA, or any of its elastic fabrics operations.

"We have tried every means we have been able to think of in an
effort to save this business.  Every alternative has been
explored," stated Terry Murphy, Corporate Director of Human
Resources.  "Even with the drastic steps previously announced in
the closing of the Geneva (Alabama) Plant and, more recently,
the Bailey Plant in Clinton, we are still unable to support the
remaining operations with the current level of sales at anywhere
close to a profitable level.  Despite the relentless efforts of
our sales associates to seek additional sales and new markets,
we do not foresee any dramatic changes in greige fabrics market
that would indicate a favorable change in the recent pattern of
continued decline in demand and extreme pricing pressures from

CMI Industries, Inc. Chief Executive Officer Joe Gorga said,
"The decision to close this operation is the most difficult
decision our company has ever faced.  Clinton is where our
company began and the greige fabrics business had until recent
years been a significant contributor to our company's success.
We are most appreciative of our associates in Clinton and of the
support we have received from the Clinton community, especially
in these most recent difficult months.  We deeply regret that
the financial considerations outweigh what we all would prefer
to do, which is to continue the Clinton operations as we have
for so many years.  Unfortunately, no business can continue if
it is unable to compete profitably and this business has not
been able to do so since the financial crisis in Asia in 1998."

"We will be working with the South Carolina Employment Security
Commission to assist employees in finding employment and
retraining opportunities."

CMI officials noted that it would begin immediately to dispose
of equipment and work with developers to market its plants,
offices, and other facilities to other prospective employers.

As previously announced, an involuntary Chapter 11 petition was
filed against the Company under the bankruptcy code on May 3,
2001 by certain holders of the Company's 9 1/2% Senior
Subordinated Notes.  The Company has asked the court to dismiss
the involuntary bankruptcy petition.

The Clinton operations produce woven cotton, polyester, and
cotton/polyester blend light to midweight greige (unfinished)
printcloth and broadcloth fabrics.  CMI Industries is a
diversified manufacturer of textile products serving a variety
of markets, including the home furnishings, woven apparel,
elasticized knit apparel and industrial/medical markets.  In
addition to its Clinton operations, CMI Industries operates
plants in Georgia, North Carolina, and Virginia.

COOKER RESTAURANT: May Opt For Bankruptcy If Unable To Cure Debt
The Cooker Restaurant Corporation (OTC Bulletin Board: CGRT)
announced results for the first quarter ended April 1, 2001.
Henry R. Hillenmeyer, Chairman and CEO, announced a net loss for
the first quarter of $3.3 million or $.56 per share, compared to
a loss of $.02 per share for the first quarter of 2000.  The
increase in the deferred tax asset valuation allowance would
account for $.20 per share of the $.56 per share loss.

Sales for the quarter were $37.4 million, compared to $38.5
million in fiscal 2000, a decrease of 3.0%.  Same store sales
for the first quarter were down 3.6% from 2000.

Mark W. Mikosz, Vice President and CFO, commented, "We have
signed a second 'Standstill Agreement' with the bank group that
will expire on May 25, 2001.  We continue our attempts to sell
non-operating assets to reduce debt."

Henry R. Hillenmeyer, Chairman and CEO, noted that "Cooker will
use the additional time the Standstill Agreement has given us to
negotiate a long-term forbearance agreement that will enable us
to implement our operations plan. Failing that, the Company may
seek protection under Chapter 11 of the bankruptcy code.  In the
meantime, our new operations team is beginning to roll out its
operations plan, with a new menu introduced April 24, 2001, and
many organizational and continuing food changes underway."

As of the quarter ended April 1, 2001, the Company operated 64
"Cooker Bar & Grille" restaurants.  Cooker Bar & Grille
restaurants are designed to provide a warm, comfortable
environment.  The menu offers a wide variety of appetizers,
soups and salads, as well as chicken, fish, beef, pork and pasta
entrees, sandwiches and desserts.  Most of these items are
prepared from scratch using original recipes and fresh
ingredients.  Portion sizes are generous and service is prompt,
friendly and efficient.  Cooker backs everything with a "100%
Satisfaction Guarantee."

Cooker is traded on the Over the Counter -- Bulletin Board
(OTCBB) under the symbol CGRT.

FINOVA: The Restructuring Transactions Under The Berkadia Plan
              (A) Comprehensive Loan and Restructuring
                  Transaction with Berkadia

The FINOVA Group, Inc.'s Plan contemplates, and is conditioned
upon, the implementation of a comprehensive loan and
restructuring transaction with Berkadia, and certain related
transactions, as described in the Plan and the Restructuring
Documents. If there are any inconsistencies between the Plan and
the Restructuring Documents, the Restructuring Documents shall

Berkadia will make the Berkadia Loan to Reorganized FNV Capital
in accordance with terms in the Berkadia Credit Agreement
between Berkadia and Reorganized FNV Capital, to be dated as of
the Effective Date.

* The Berkadia Loan

   On the Effective Date, Berkadia shall lend to Reorganized FNV
Capital a five-year amortizing secured term loan in the
principal amount of $6,000,000,000 (the Berkadia Loan). Proceeds
of the Berkadia Loan will be used solely to fund distributions
to holders of Allowed Claims in Class FNV Capital-3 (General
Unsecured Claims) in accordance with the Plan.

The terms and conditions of the Berkadia Loan are set forth in
the Commitment Letter and the annexes.

The Berkadia Loan Documents will be filed with the Plan
Supplement as Exhibit 6.2(a).

              (B) Restructuring Transactions

The Restructuring Transactions will be governed by the terms of
the Restructuring Documents and consist principally of:

      (1) the execution by the Debtors of, and borrowing under,
the Berkadia Loan Documents, and

      (2) the distribution by FNV Capital of the proceeds of the
Berkadia Loan, other available Cash and the New Senior Notes to
the holders of Allowed Claims in Class FNV Capital-3 (General
Unsecured Claims).

As of the Effective Date,

      (a) FNV Group and FNV Capital shall adopt amended and
restated Certificates of Incorporation and Bylaws in form and
substance satisfactory to Berkadia,

      (b) Designees of Berkadia shall constitute a majority of
the boards of directors of Reorganized FNV Group and Reorganized
FNY Capital as constituted on the Effective Date, with at least
two members of each of those boards being current members of the
board of directors of FNV Group as of the Petition Date, and

      (c) Reorganized FNV Group shall issue to the Berkadia
Parties Additional Group Common Stock such that the Berkadia
Parties will own up to 51%, or such lesser amount as may be
agreed by the Berkadia Parties, of the outstanding common stock
of Reorganized FNV Group on a Fully Diluted Basis as of the
Effective Date, subject to the issuance of additional shares of
Additional Group Common Stock pursuant to Section 5.1l(f) of
the Plan.

The consideration furnished by Berkadia in connection with the
Restructuring Transactions shall be deemed to include
consideration for the Additional Group Common Stock issued to
the Berkadia Parties in an amount equal to the aggregate par
value of such stock.

By approving this Plan, the FNV Group Board of Directors
approves, for purposes of section 203 of the Delaware General
Corporations Law, the acquisition by any one or more of the
Berkadia Parties of any shares of FNV Group common stock,
including all or any part of the Additional Group Common Stock
issued to it or them under the Plan, with the intention that no
Berkadia Party shall be or become an interested shareholder
within the meaning of that section by virtue of the acquisition
of Additional Group Common Stock or any other acquisition of
common stock of FNV Group.

                  (C) The New Senior Note

On the Effective Date, FNV Group will enter into the New Senior
Note Indenture and issue New Senior Notes in the principal
amount necessary to pay 40% of all General Unsecured Claims
pursuant to the Plan. The Debtors estimate such principal amount
to be approximately $4.4 billion.

Among other things, in accordance with the tenns of the Berkadia
Loan and the New Senior Notes, the New Senior Note Indenture
will provide that, subject to the prior payment or satisfaction
of all obligations under the Berkadia Loan and certain other
conditions, FNV Group will pay its obligations on the New Senior
Notes out of cash dividends, distributions or loans from FNV
Capital and that the New Senior Notes will be secured by a
second-priority lien on the common stock of FNV Capital held by
FNV Group. The form of the New Senior Note Indenture will be
filed with the Plan Supplement as Exhibit 6.2(c); the Term Sheet
for the New Senior Note indenture is attached to the Plan as an
Interim Exhibit 6.2(c).

                  (D) The Management Agreement

Pursuant to the Management Agreement, Leucadia shall designate,
to be effective on the Effective Date, the Chairman of the Board
and the President of Reorganized FNV Group as disclosed in the

                  (E) Dissolution of FNV Trust

On the Effective Date, FNV Trust will be dissolved and its
assets, which the Debtors believe consist solely of the Group
Subordinated Debentures, shall be distributed pursuant to the
treatment of claims under FNV Trust Plan.

            (F) Effectuating Documents, Further Transactions;
                Exemption from Certain Transfer Taxes

The Chairman of the Board, President, any Vice President, any
Director, the Secretary, any Assistant Secretary or the Regular
Trustee of each Debtor or Reorganized Debtor shall be authorized
to execute, deliver, file or record such contracts, instruments,
releases, indentures and other agreements or documents and take
such actions as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of the Plan. The
Secretary, any Assistant Secretary or the Regular Trustee of
each Debtor or Reorganized Debtor shall be authorized to certify
or attest to any of these actions.

Pursuant to section 1146(c) of the Bankruptcy Code, no stamp,
real estate transfer, mortgage recording or other similar tax
may be imposed upon the issuance, transfer or exchange of notes
or equity securities under the Plan, including, without
limitation, the New Senior Notes, any notes related to the
Berkadia Loan, the Berkadia Credit Agreement, all debt public
and private, the New Group Preferred Stock (if any is issued),
the Additional Group Common Stock or the Additional Mezzanine
Common Stock (if any is issued), the creation of any Lieu, the
making, assignment or surrender of any lease or sublease, the
creation of any mortgage, deed of trust or other security
interest, the making or delivery of any deed, bill of sale or
other instrument of transfer under, in furtherance of, or in
connection with the Plan, whether involving real or personal
property, including, without limitation, any merger agreements
or agreements of amalgamation or consolidation, deeds, bills of
sale or assignments executed in connection with any of the
transactions contemplated under the Plan.

Any sale by the Debtors of owned property pursuant to section
363(b) of the Bankruptcy Code or otherwise and any assumption,
assignment and sale by the Debtors of unexpired leases of non-
residential real property or executory contracts pursuant to
section 365(a) of the Bankruptcy Code during the period from the
Petition Date to the Effective Date, if approved by the Court
and consummated by the Debtors, shall be deemed to have been
made pursuant to the Plan and, thus, shall not be subject to any
stamp tax, real estate transfer, mortgage recording or other
similar tax. If the Debtors pay or have paid any such tax, they
shall be entitled to a refund upon or after the Effective Date.
(Finova Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

FRIEDE GOLDMAN: Resumes Construction Work On Car Carrier
Friede Goldman Halter, Inc. (OTCBB:FGHLQ) announced that work
will resume immediately on the Pasha Hawaii Transport Lines
(PHTL) car carrier being constructed in Halter's Pascagoula, MS
shipyard. Approximately 300 workers on this project are
currently being contacted and asked to report to work for their
regularly scheduled shifts. Work was temporarily suspended
earlier this week pending contract negotiations for the interim
resumption of work. The negotiations were successfully concluded
last week, and the agreement approved by bankruptcy Judge Edward

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

FRUIT OF THE LOOM: Moves For 5th Amendment To DIP Financing Pact
On March 28, 2001, the Court approved an order reducing Fruit of
the Loom, Ltd.'s DIP facility to $450,000,000, comprised of a
revolver providing availability of up to $350,000,000 and a
$100,000,000 term facility.

Pursuant to 11 U.S.C. section 364(d), Fruit of the Loom asked
Judge Walsh for authority to enter into a Fifth Amendment to the
post-petition loan and security agreement. This fifth amendment
alters the definition of "adjusted net earnings from operation"
so that it remains consistent with the first amendment, entered
January 2000. The amendment will exclude, for the fiscal year
2001, manufacturing variances incurred in one year but not yet
recognized, on an accounting basis, until the inventory is sold
in the following year. Variances will be recognized in the year
they are incurred for purposes of the DIP financing agreement. A
similar adjustment for fiscal year 2000 was approved under the
first amendment to the DIP financing agreement. There are no
fees or charges payable by Fruit of the Loom in connection with
this amendment.

The current DIP Lending consortium consists of Bank of America,
Amsouth Bank, Bank of Nova Scotia, CIT Group/Commercial
Services, Citicorp USA, Congress Financial Corporation, Credit
Agricole Indosuez, debis Financial Services, Fleet Capital,
Foothill Capital, General Electric Capital, LaSalle Business
Credit, National City Commercial Finance, The Provident Bank,
and Transamerica Business Credit. (Fruit of the Loom Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,

GREATE BAY: Talking To Lender To Restructure Debt Obligations
Greate Bay Casino Corporation (OTC Bulletin Board: GEAA)
reported a net loss of $935,000, or $0.18 per share, for the
first quarter of 2001 compared to a net loss of $2.5 million, or
$0.49 per share, for the first quarter of 2000.  Revenues for
the first quarter of 2001 amounted to $6.5 million compared to
revenues of $717,000 for the first quarter of 2000.  The
increase in revenues and resulting decrease in net loss was due
to a dramatic increase in software installation revenues at
Advanced Casino Systems Corporation, the Company's sole
remaining operating subsidiary.

GBCC's only remaining operating activity is the development,
installation and maintenance of casino systems by ACSC.  At
March 31, 2001, GBCC and its subsidiaries had debt outstanding
to HCC consisting of demand notes and accrued interest thereon
totaling $9.5 million and a 14.875% secured promissory note due
2006 and accrued interest thereon totaling $48.4 million. ACSC's
operations do not generate sufficient cash flow to provide debt
service on the HCC demand notes and, consequently, GBCC is
insolvent.  Additionally, semi-annual interest payments of
approximately $3.5 million attributable to the 14.875% secured
promissory note become payable commencing in August 2001. GBCC
is currently negotiating with HCC to restructure its obligations
and, in that connection, has entered into certain standstill
agreements with HCC.

Under the standstill agreements, all payments of principal and
interest due from HCC during the period from March 1, 2000
through June 1, 2001 with respect to a note have been deferred
until July 1, 2001 in consideration of HCC's agreement not to
demand payment of principal or interest on the demand notes owed
by GBCC.  The fair market value of GBCC's assets is
substantially less than its existing obligations to Hollywood,
and accordingly, management anticipates that any restructuring
of GBCC's obligations will result in the conveyance of all of
its assets (or the proceeds from the sale of its assets) to HCC,
resulting in no cash or other assets remaining available for
distribution to the Company's shareholders.  Any restructuring
of GBCC's obligations, consensual or otherwise, will require the
Company to file for protection under federal bankruptcy laws and
will ultimately result in liquidation of the Company.

HARNISCHFEGER: Beloit Wants To Assume Asia Pulp Purchase Orders
Beloit Corporation seeks to assume certain purchase orders for
paper machine parts in the possession of vendors that (a) were
manufactured in connection with the failed business relationship
between Beloit and Asia Pulp & Paper Company Ltd. (APP) and (b)
are subject to the settlement agreement (Deed of Settlement)
between the parties as approved by the Court on March 22, 20O0.

Beloit notes that the Motion is part of the final chapter ending
the failed business relationships which spawned multi-national
litigation involving at various times Beloit, certain of its
subsidiaries, APP, and certain of APP's subsidiaries. It is
critical for the Court to understand in some detail the factual
context for this Motion, Beloit submits.


The relevant business relationship between Beloit and APP began
when APP and Beloit Asia Pacific(L), Inc. (BAP(L)) executed two
contracts dated December 18, 1996, by which BAP(L) agreed to
sell, and APP agreed to purchase, two paper making machines
known as PM4 (811) and PPM5 (812) (the PPM4 and PPM5 Contracts).
BAP(L) subcontracted its performance under the PPM4 and PPM5
Contracts to Beloit.

BAP(L) is 100% owned wned by Beloit Asia Pacific PTE, Ltd. (BAP)
which in turn is 100% owned indirectly by Beloit.

Pursuant to two written documents dated May 12, 1997, PT Indah
Kiat Pulp & Paper Corporation TBK (IKPP) purportedly took over
APP's rights and obligations pursuant to Clause 12 of the PPM4
and PPM5 Contracts.

At approximately the same time, APP and BAP executed two
contracts dated December 18, 1996 (the Services Contracts) by
which BAP would provide procurement, installation, supervision,
start-up work and training services for the erection of two
paper machines purchased under the PPM4 and PPM5 Contracts.

BAP subcontracted its performance under the Services Contracts
to Beloit.

Following execution Of the Contracts, performance of all four
Contracts by the parties commenced.

Relations between the parties later soured when IKPP and APP
refused to pay most of the purchase price for the PPM4 and PPM5
paper machines. As a result, BAP(L) and BAP filed a notice of
arbitration with the Singapore International Arbitration Centre
(SIAC) on December 16, 1998. This notice initiated arbitration
proceedings by which BAP(L) and BAP sought relief for breaches
by IKPP and APP of the PPM4 and PPM5 Contracts and the Services
Contracts. On December 16, 1998, IKPP and APP also filed a
notice of arbitration with the SIAC, seeking relief against BAP
and BAP(L) for their alleged breaches of the PPM4 and PPM5
Contracts and the Services Contracts.

Additional litigation and arbitration proceedings were then
commenced both by APP and IKPP on the one hand, and Beloit, BAP
and BAP(L) on the other, in the courts of Wisconsin, with SIAC,
and with the High Court of the Republic of Singapore. These
proceedings were related to ancillary matters also arising from
the PPM4 and PPM5 Contracts.

During the course of arbitration hearings in Singapore, the
parties elected to settle their disputes pursuant to the Deed
dated March 3, 2000. Parties to the Deed include APP, IKPP, BAP,
BAP(L), Beloit and HII.

Under the terms of the Deed, and as an accommodation to APP, the
parties agreed in Section 4(F) that APP could, but was not
obligated to, take title to and possession of certain paper
machine parts in the possession of Beloit, Beloit's affiliates,
Beloit's vendors, and others, provided that APP complied with
certain provisions of the Deed, subject generally to APP taking
certain defined steps within a 6-month period of time known as
the "Availability Period". As defined in the Deed, the
Availability Period commenced in mid-April and ended in mid-
October 2000. According to the Deed, after the Availability
Period expired, Beloit, HII and BAP(L) would be free to dispose
of the machine parts at their discretion. The Deed also
obligated APP to satisfy certain conditions for obtaining any
desired machine parts, including the payment of necessary cure
amounts and storage costs.

This interpretation of the Deed, Beloit averred, has been
specifically acknowledged by APP personnel and its counsel.

APP has failed to meet the conditions that were required by the
Deed for it to obtain any desired machine parts. Such failures
include, without limitation, nonpayment of cure amounts and
storage fees despite APP's repeated assurances that these
amounts would be paid. Beloit told the Court that both the
company and their legal counsel had made substantial efforts
beyond what was required to satisfy the Deed in order to
facilitate APP's efforts to obtain any desired machine parts.

To satisfy another of APP's obligations under the Deed, one of
APP's affiliates, Indah Kiat Finance (IV) Mauritius Limited (IK
Finance), issued a Note in the aggregate principal sum of $110
million, at 15% interest, payable in 8 equal installments, with
the first installment due on March 31, 2001. IKPP and APP
guaranteed IK Finance's payment of principal and interest on the
Note. As of April 2, 2001, IK Finance, IKPP and APP have
defaulted on their respective obligations by failing to make the
March 31, 2001 installment payment, Beloit tells the Court.
Moreover, Beloit said, APP announced earlier in March, through
its spokesman Hendrik Tee, that it "intends to immediately cease
payment of interest on all holding company debt and on debt
issued by our subsidiaries and affiliates, the obligations of
which are funded by such subsidiaries."

           Assumption Of Purchase Orders By Beloit

Beloit related that in the performance of its subcontracts with
BAP(L) and BAP regarding BAP(L) and BAP's obligations under the
PPM4 and PPM5 Contracts, Beloit entered into certain purchase
orders for machine parts with vendors.

Pursuant to Section 365 of the Bankruptcy Code, Beloit requested
authority from the Court to assume 45 such Purchase Orders that
involve vendors ABB Industrial Systems, Inc., ABS Pumps
international AB, AES Engineered Systems, Alstrom Machinery
Group, Andritz Inc., Barker Rockford Co., Budzar Industries
Inc., Cellier Groupe S.A., EMT International Inc., Evacuation
Renee St. Pierre, FMW, Impact Systems, 3M Grimstad Co., Kop-
Flex, Megtec Systems, MHE-Demag, Nash Engineering Co., Presona,
Inc., Price Engineering Co. Inc., Rader Resource Recovery, Inc.,
Rockwell Automation, Safematic Lubrication Inc./Crane Co.,
Wespatt Inc.

The goods covered in the Purchase Orders are: Moisture Profiler,
Process Pumps, Filters & Strainers, Filtration Systems,
Deculator System, Storage, Belt Presses, Hydraulic Unit, Roll
Cooling System, Chemical Kitchen, Trim Slitter System,
Shertrooke Storage, Bale Dewiring, IR Drying System, Lube
System, Couplings, Air Turn, House Cranes, Vacuum Pumps, Balers,
Hyd. Power Unit, Electrification, Grease Systems and Sheave

As basis for its request for authority to assume the purchase
orders, Beloit submitted, in simple terms, that Section 365(a)
provides that a debtor in possession, subject to the court's
approval, may assume or reject any executory contract, as a
matter within the "business judgment" of the Debtor. In the
exercise of its business judgment, Beloit believes that its
assumption of the Purchase Orders included in the motion is in
the best interests of Beloit, its respective creditors, and its

The cure amount for the Purchase Orders, Beloit noted, will be
determined at the hearing on this Motion. Beloit expressly
reserves the right to withdraw its request for assumption of any
particular Purchase Order, if Beloit is unable to negotiate
acceptable cure amounts with any vendors subject to those
Purchase Orders or if the Court should determine at the hearing
on this Motion that any particular cure amount is of such a
magnitude that the assumption of the Purchase Order becomes
economically not feasible. (Harnischfeger Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)

HASKELL-SENATOR: Furniture Maker Files For Bankruptcy Protection
Haskell-Senator International, a Verona, Pa.-based office
furniture maker, has filed for chapter 11 bankruptcy protection,
according to the Pittsburgh Post-Gazette. The company has
continued to operate during its bankruptcy, but there is a
growing pressure to lay off its 300 employees. Haskell indicated
in its filing that under the current circumstances there
probably wouldn't be any money for unsecured creditors, which
include Highmark Blue Cross Blue Shield, Equitable Gas, Duquesne
Light Co. and the pension plan covering Haskell's hourly
workers. Haskell's 20 largest unsecured creditors are owed about
$5.6 million. PNC Bank, Haskell's largest secured creditor, is
owed about $8 million. (ABI World, May 10, 2001)

HOMEPLACE OF AMERICA: Closing All Remaining Stores
HomePlace of America Inc. said it would close its 84 stores
across the country and auction its assets through the U.S.
Bankruptcy Court Friday, according to the Associated Press.
HomePlace spokesman Chris Beseler said that the company hopes
another business will continue the operation. More than 3,000
workers could lose their jobs if the HomePlace sale results in
liquidation for all the stores, but Beseler does not think that
will happen. "I think many of these stores will continue to
function because it's such good real estate," Beseler said. No
store is expected to close until the sale is complete.

The Myrtle Beach, S.C.-based company was created in June 1999
when Waccamaw Corp. and HomePlace Stores Inc. merged. The
company filed for protection in January, hoping it would recover
after the chain shut down 38 stores. (ABI World, May 10, 2001)

IMPERIAL SUGAR: Committee Taps Pepper Hamilton As Local Counsel
The Creditors Committee in Imperial Sugar Company's chapter 11
cases asked Judge Robinson to approve their proposed retention
of Pepper Hamilton LLP as local counsel. The Committee submitted
that it is necessary to employ and retain Pepper Hamilton to
provide, among other things, the following assistance:

      (a) Legal advice to the Committee with respect to the
performance of its duties and powers in the bankruptcy case;

      (b) To the extent requested by the Committee and Akin Gump,
to assist the Committee in its investigation of acts, conduct,
assets, liabilities and financial condition of the Debtors, the
operation of the Debtors' businesses and the desirability of the
continuance or any sale of the Debtors' businesses, and any
other matter relevant to the cases or to the formulation of a
reorganization plan;

      (c) Assist and advise the Committee in its communications
with the general creditor body regarding significant matters in
the bankruptcy cases;

      (d) Represent the Committee at all hearings and other

      (e) Review and analyze applications, orders and other
pleadings and documents filed with the court by the Debtors or
other third parties and, to the extent request by co-counsel,
advise the Committee as to their propriety;

      (f) Assist the committee and co-counsel in preparing
pleadings and applications as may be necessary in furtherance of
the committee's interests and objectives; and

      (g) Perform such other legal services as may be required in
the interest of the Committee in accordance with the Committee's
powers and duties under the Bankruptcy Code.

The committee requested that all legal fees and related costs
and expenses incurred by the Committee on account of Pepper
Hamilton's services be paid as administrative expenses of the
Debtors' estates. Subject to the Court's approval, Pepper
Hamilton will charge for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates in
effect on the date that services are rendered. The current
hourly rates of Pepper Hamilton's attorneys, legal assistants
and other professionals who are presently expected to have
responsibility for providing services to the committee in the
bankruptcy proceedings are:

      David M. Fournier (partner)      $310 per hour
      Aaron A. Garber (associate)      $200 per hour
      J. Helen Cook (legal assistant)  $125 per hour
      Donna Tyler (legal assistant)    $ 85 per hour

John K. Sweeney, of Lehman Brothers, Inc., Chairperson of the
Committee, explained to the Court that Pepper Hamilton will also
bill for any advances, expenses or office services in the same
manner that it bills its non-bankruptcy clients, subject to
Court approval. Whenever possible and where appropriate, Pepper
will utilize professionals having the lowest billing rates to
minimize the expense to the estates.

No objection having been made, Judge Robinson granted the
Application as filed, effective as of the Petition Date.
(Imperial Sugar Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

INTEGRATED HEALTH: Rejecting Leases Relating To 11 Facilities
Integrated Health Services, Inc. moved the Court pursuant to
Sections 105 and 365 of the Bankruptcy Code and Rule 6006 of the
Bankruptcy Rules, for entry of an order authorizing them to
reject 11 leases of nonresidential real property, currently used
for their operation of skilled nursing facilities.

The Debtors presently lease approximately 205 skilled nursing
facilities in various states at which they provide healthcare
services primarily to elderly patients. The Leases at issue in
the Motion relate to 11 skilled nursing facilities (SNFs)
located in the states of North Carolina, Texas, Delaware,
Florida, Colorado, Nevada, South Carolina, and Ohio.

Each of these 11 SNFs operated at a loss for the year 200.
Together they generated combined losses of approximately
$4,033,898 for the calendar year 2000. These are:

                                          EBITDA after CapEx
    Facility                         (annualized loss in dollars)
    --------                         ----------------------------
Blue Ridge Manor Nursing Facility          (1,214,171)
(Crabtree Valley)
Woodridge Convalescent Center                (488,535)
Ormond in the Pines Nursing Center            (21,297)
Cherry Creek Nursing Center                  (990,691)
Woodridge Nurasing and Rehab. Center          (55,877)
Woodruff Healthcare                          (142,482)
Physicians Hospital for Extended Care        (303,129)
Village Square Nursing Center                (223,826)
Carson Convalescent Center                    (73,848)
Hartford Nursing Center                      (520,042)
Fallon Convalescent Center                   (415,000)
Total EBITDA after CapEx                   (4,033,898)
(annualized loss in dollars)

The Debtors have determined that there is no reasonable
likelihood that the SNFs could be made to produce a profit. The
profitability of these facilities suffers from the combined
effect of above market rental rates and the impact of the
Balanced Budget Act on the United States healthcare industry.

The leases for the SNFs were negotiated under much better
economic circumstances when the SNFs at issue were profitable
prior to the implementation of the PPS system, when skilled
nursing facilities operated under the cost-plus basis
reimbursement system, the Debtors told Judge Walrath. Under PPS,
Medicare pays skilled nursing facilities a fixed fee per patient
per day, based on the acuity level of the patient, to cover all
post-hospital extended care routine service costs (i.e. Medicare
Part A patients), including ancillary and capital related costs
for beneficiaries receiving skilled services. The per diem also
covers substantially all items and services furnished during a
covered stay for which reimbursement was formerly made
separately under Medicare. Prior to the implementation of PPS,
the costs of such services were reimbursed on a "pass through"

At that time, when the profitability of skilled nursing
facilities, the Debtors negotiated leases for many skilled
nursing facilities. Therefore, the value of those leaseholds was
determined under a cost-basis Medicare reimbursement system.

Under the Balanced Budget Act of 1997, Congress enacted numerous
changes to the reimbursement policies applicable to exempt
hospital services, skilled nursing, therapy and other ancillary
services. The BBA provides for a phase-in of a prospective
payment system (PPS) for skilled nursing facilities over a four-
year period. The new per diem rate sets limits on the amount of
certain types of care the government will pay for per patient
per day. The per diem rate has generally been less than the
amount the Debtors' inpatient facilities received on a daily
basis under cost-based reimbursement. Moreover, IHS facilities
have also been adversely impacted because they treat a greater
percentage of higher acuity patients than many nursing homes and
the federal per diem rates for higher acuity patients do not
adequately compensate them for the additional expenses and risks
for caring for such patients, the Debtors told Judge Walrath.

As a result of the implementation of the PPS system, among other
things, the revenues of the SNFs have declined to the point in
many instances that once profitable SNFs are now operating at
substantial losses or, at best, marginal profits.

Accordingly, leaseholds have declined in value and the rent
payments under the leases at issue are substantially above
currently prevailing market rates.

Efforts to renegotiate the Leases with the landlords have been
rebuffed, or have been prolonged by the landlords to such an
extent that they must be deemed fruitless, the Debtors told
Judge Walrath.

Therefore, the Debtors have determined that they must divest
themselves of these SNFs in order to preserve the assets of the
estates for the benefit of creditors.

The Debtors told Judge Walrath that they have no intention of
abandoning the patients in the SNFs but have been actively
seeking to identify healthcare providers who might be willing to
take over the operations of these SNFs. However, those efforts
may fail, and they will have to proceed with the process of
terminating the operations of the SNFs in accordance with
applicable state and federal regulations, the Debtors note. To
expedite and facilitate either form of disposition, the Debtors
say they have been and will continue to be, in regular
communication with relevant regulatory agencies, including HCFA,
concerning the prospects for transition of the SNFs and the
possible need to pursue a course of termination.

By Motion, the Debtors sought leave to reject the Leases pending
the transition or closing of the SNFs, and to pay administrative
rent in such amounts as the Court may deem reasonable during the
period following the rejection of the Leases until any
transition or closure of any of the SNFs occurs.

Meanwhile, the Debtors are prepared to escrow the amount of rent
stipulated in each of the Leases until the amount of use and
occupancy for each Leasehold is determined, by consent or

The Debtors represented that in this manner, they would not be
forced to pay the unfair and burdensome rents stipulated in the
Leases while the landlords of the Leases would be fairly

Accordingly, the Debtors sought entry of an order: (a)
authorizing the Debtors to reject each of the Leases; (b)
authorizing and directing the Debtors, pending the determination
and payment of reasonable use and occupancy charges for the
premises subject to the Leases, to escrow on a monthly basis the
amounts of rent stipulated in the Leases; (c) with respect to
the premises covered by each one of the Leases, authorizing and
directing Debtors to pay the landlord such use and occupancy
charges as may be determined, for the period from the date of
rejection to the date that Debtors' vacate the premises; and (d)
fixing a Lease rejection claims bar date which the Debtors
suggest to be 30 days from the date of the notice of entry of
the order granting the motion. (Integrated Health Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,

JCC HOLDING: Names Bill Noble As Casino's New General Manager
JCC Holding Company (OTC Bulletin Board: JCHC), released the
following announcement:

     At a press conference held in New Orleans at our casino, we
announced the appointment of Bill Noble as our new general
manager to replace Joe Hasson, who has been reassigned by
Harrah's New Orleans Management Company to the Harrah's
properties in Lake Tahoe.  Mr. Noble is arriving from Harrah's
North Kansas City location.  In connection with this
announcement, representatives of the casino commented that our
New Orleans casino results for the month of April reflected the
first profitable month in our history, principally as a result
of a reduction in the payments we are required to make to the
State of Louisiana as a condition of our casino license.  The
reductions were implemented along with a reduction of other
financial obligations as part of our recent bankruptcy
reorganization which was effective on March 29, 2001.  The
formal accounting for the month of April is not complete and we
cannot give any assurance that our operations were in fact
profitable during the month of April.  Our April results will be
released in due course.

     Our wholly-owned subsidiary, Jazz Casino Company, LLC, has
the exclusive license to own and operate the only land-based
casino in Orleans Parish, Louisiana.  Harrah's New Orleans
Management Company, a subsidiary of Harrah's Entertainment,
Inc., is the manager of the casino.  The casino directly employs
approximately 3,000 people with an annual payroll and benefits
of approximately $80 million.  The 100,000 square foot casino is
located at Canal Street at the Mississippi River in downtown New
Orleans, is adjacent to the French Quarter, the Aquarium of the
Americas and the Ernest N. Morial Convention Center.

LASON INC.: Appoints Ronald D. Risher As New President and CEO
Lason, Inc. (OTC:LSONE) announced that Ronald D. Risher has been
appointed President and Chief Executive Officer, replacing Allen
J. Nesbitt, who served as Interim President and CEO during the
transition period while the Company searched for a permanent
President and CEO. Mr. Risher joined the Company in November
2000 as Executive Vice President and Chief Financial Officer.
Mr. Nesbitt and Mr. Risher will both continue to serve as
Directors of the Company.

Chairman William C. Brooks said, "We wish to thank Al for
stepping up and serving as the Company's Interim President and
CEO during the transition period while we searched for a
permanent replacement. We are delighted that Ron has emerged as
the Board's unanimous selection to fill these important
positions. Ron is a person of the utmost integrity and has the
level of energy and enthusiasm needed to continue moving Lason
forward, with over 20 years of management experience and a
proven background overseeing both domestic and international
operations. Ron has built a highly capable team that has
successfully implemented improved financial controls, and I'm
confident he will lead the talented team of people responsible
for delivering results on our re-structuring plan."

Douglas S. Kearney of Conway MacKenzie & Dunleavy (CMD) will
assume the role of Interim Chief Financial Officer while the
Company conducts a search for a permanent replacement. Brooks
noted that Doug was brought into the organization last year as
part of the CMD team because of his broad financial capabilities
and experience. Mr. Kearney has over 10 years of experience as a
financial consultant. He is a graduate of the University of
Michigan, is a Certified Public Accountant, and received his MBA
from Yale University.

"Lason provides products and services to 87 of the Fortune 100
companies, 36 of the top 50 financial institutions in North
America, a significant number of managed healthcare providers
and insurers, and more than 180 county, state, and federal
entities. Lason grew through the acquisition of over 70
independent operating companies. It will be our primary focus to
continue the integration of these business units through
effective execution of operational as well as sales and
marketing strategy. I am confident that continuing to add value
to our customers while reducing our operating costs puts Lason
on the path to success," stated Ronald R. Risher, President and

                         About the Company

LASON is a leading provider of integrated information management
services, transforming data into effective business
communication, through capturing, transforming and activating
critical documents. LASON has operations in the United States,
Canada, Mexico, India, Mauritius and the Caribbean. The company
currently has over 85 multi-functional imaging centers and
operates over 60 facility management sites located on customers'
premises. LASON is available on the World Wide Web at

LEAPNET INC.: Shares Subject To Delisting From Nasdaq
Leapnet, Inc. (Nasdaq: LEAP), an Internet professional services
company, received a Nasdaq Staff Determination on May 8, 2001
indicating that the Company fails to comply with the minimum bid
price requirement for continued listing set forth in Marketplace
Rule 4450(a)(5), and that its securities are, therefore, subject
to delisting from The Nasdaq National Market. The Company
intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance that the Panel will grant the Company's
request for continued listing.

Leapnet's Board of Directors has approved a proposal to amend
the Company's Certificate of Incorporation to effect a five-for-
one reverse stock split of its outstanding Common Stock. This
proposal is being submitted for shareholder approval at the
Annual Meeting scheduled on June 5, 2001.

                     About Leapnet

Leapnet, Inc. (Nasdaq: LEAP) is an Internet professional
services company that creates ingenious solutions to help
businesses connect with the people and systems vital to their
success. By drawing on its significant expertise in Creative &
Marketing, Technology, and eConsulting, Leapnet has been able to
consistently transform opportunity into value for market-leading
clients, including Adobe, Amadeus, American Airlines, Anheuser-
Busch, Apple Computer, Ernst & Young, Lincoln Financial Group,
Microsoft, Morningstar,, Northern Trust, SAM'S Club,
Starwood Hotels and Resorts, Sunoco, Unisys, Wal-Mart, Williams,
and more. Headquartered in Chicago, Leapnet employs
approximately 350 talented professionals in four office

LIFEMINDERS: Reports Q1 Losses & Reviews Strategic Alternatives
LifeMinders, Inc. (Nasdaq: LFMN) reported results for the first
quarter ended March 31, 2001. The Company also announced that it
was scaling back its business operations and that it will
continue to evaluate strategic alternatives.

                     First Quarter Results

For the first quarter 2001, LifeMinders reported $5.5 million in
revenue, a 52% decrease from revenue of $11.6 million reported
in the fourth quarter of 2000. Excluding one-time charges,
Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) for the first quarter 2001 was a loss of $6.9 million,
or $0.27 per share, compared to a loss of $8.4 million, or $0.33
per share, in the fourth quarter of 2000. Net loss for the first
quarter 2001, under generally accepted accounting principles,
was $13.0 million, or $0.50 per basic and diluted share, which
included a one-time restructuring charge of $2.5 million. This
compares to a loss of $70.5 million, or $2.77 per basic and
diluted share, in the fourth quarter of 2000, which included the
write down of impaired tangible and intangible assets of $54.0

As of March 31, 2001, the Company had cash and cash equivalents
of $60.1 million, compared to $62.7 million in cash and
marketable securities at December 31, 2000.

                     Consumer Services

Direct marketing advertising revenue for the first quarter 2001
was $5.0 million, a 53% decrease from direct marketing
advertising revenue of $10.6 million for the fourth quarter
2000. The Company has been impacted by a sharp decline in the
online advertising market in general and the company's tighter
credit policies. Additionally, the Company has experienced a
decrease in the number of advertisers and average contract size
as both traditional and online companies spent less with the
Company during this period. Membership declined slightly during
the period from 21.6 million to 21.3 million, as the Company
reduced marketing expenditures for customer acquisition. E-mails
sent in the quarter fell slightly from 695 million to 668
million as the Company focused its efforts on a core group of

                     Outsourcing Services

The Outsourcing unit, which provides infrastructure, technology
and direct marketing services to clients to send emails to their
customers, also continued to be impacted by the challenges
facing online advertising as well as increased competition in
the marketplace. During the first quarter 2001, the Company
continued to service current clients and ended commitments with
certain unprofitable accounts.

                     Expense Reductions

In the first quarter 2001, the Company continued to cut expenses
through work force reductions, scaling back marketing programs,
renegotiating major contracts and trimming General and
Administrative expenses. Before restructuring charges, total
operating expenses for the first quarter of 2001 were $15.1
million, a 42% decline from total operating expense before
impairment charges of $26.5 million in the fourth quarter of
2000. At the end of the first quarter 2001, the Company employed
127 people, a 37% decrease from 203 employees at the end of the
fourth quarter 2000.

                 Scaling Back Business Operations and
                   Reviewing Strategic Alternatives

The Company also announced it was scaling back its business
operations and has further reduced its work force to a team of
approximately 30-35 employees that will maintain the Company's
email products while it continues to evaluate strategic
alternatives. Possible alternatives range from a sale of the
Company to a merger with one or more other companies to

"At the beginning of Q1 2001, we streamlined our focus to our
core direct marketing business and we reduced our expenses
significantly towards a goal of achieving profitability in the
coming quarters," stated Jonathan B. Bulkeley, Chairman and CEO
of LifeMinders. "However, throughout the quarter, our revenue
base continued to deteriorate. While we maintain strong core
assets -- a large membership base, a scaleable infrastructure
and approximately $60 million in cash and cash equivalents -- we
have concluded that our prospects for growth and profitability
as a stand-alone company are not strong. For that reason, we
have been evaluating, and will continue to evaluate, possible
sales of the Company and possible mergers. If, in the near
future, we are unable to conclude that a sale or a merger would
be in the best interest of our stockholders, we may determine
that the best alternative is to liquidate the Company and
distribute net proceeds to stockholders."

                     About LifeMinders, Inc.

LifeMinders, Inc. (Nasdaq: LFMN) is an online direct marketer
that serves 21 million members and provides direct marketing
products and services to companies.

LifeMinders' Consumer unit sends highly personalized e-mail
messages to its member base. These targeted messages are based
on detailed member profiles that are obtained during the
permission-based registration process.

LifeMinders' Outsourcing unit, utilizing the Company's
Outsourced Personalization Technology (OPT)(TM), enables
companies to deliver targeted marketing messages to their own

LifeMinders, Inc.,, LifeMinders, the logo and LifeMinders Outsourcing Personalization
Technology (OPT) are registered trademarks of LifeMinders, Inc.

LOEWEN: Bayview Shareholders Balk At Proposed Claims Treatment
The Former Bayview Shareholders, asserting fully secured claims
against The Loewen Group, Inc. totaling $1,353,184.60 as of the
Petition Date, arising out of the sale of a funeral home
business by the Former Bayview Shareholders to Loewen, objected
to the Debtors' proposed treatment of the Former Bayview
Shareholders Claims. In addition to the principal amount, the
Bayview Shareholders alleged that interest, fees and costs have
accrued and have been incurred since January 1, 1999. Bayview's
proofs of claim are not subject to any objection filed by the
Debtors or any other party in interest, Bayview told the Court.

The Bayview Shareholders noted that neither the First Amended
Plan nor the Disclosure Statement specifically refer to or
classify the claims held by the Former Bayview Shareholders,
but, it is assumed that Debtors intend to classify and treat
such claims as Class 4 claims (Secured Claims Other than CTA
Note Claims). Classes 4 and 5 are the only classes of secured
claims dealt with in the Plan. Class 5 claims are those for
which security under the collateral trust agreement (the CTA) is
available. The Former Bayview Shareholders' claims are not
secured pursuant to the CTA.

The Plan provides three options with respect to the treatment of
Class 4 claims, in relevant part, as follows:

* Option A:

   Each holder of an Allowed Claim in Class 4 with respect to
which the applicable Debtor or Debtors elect Option A will
receive cash in the full amount of such Allowed Claim;

* Option B:

   Each Allowed Claim in Class 4 with respect to which the
applicable Debtor or Debtors elect or is deemed to have elected
Option B will be Reinstated;

* 0ption C:

   Impaired; each holder of an Allowed Claim in Class 4 with
respect to which the applicable Debtor or Debtors elects Option
C will be entitled to receive, and the applicable Debtor or
Debtors shall release and transfer to such holder, the
collateral securing such Allowed Claim.

Moreover, the Debtors will be deemed to have selected Option B
with respect to a Class 4 Claim unless the Debtors specifically
select a different treatment option by a "certification Filed
prior to the conclusion of the Confirmation Hearing." Class 4
Claims given the Option C treatment are deemed as impaired by
the First Amended Plan and deemed to have rejected the First
Amended Plan.

The Bayview Shareholders pointed out that, 'except for the
definition of the terms "Reinstated" and "Reinstatement" (which
merely parrots Section 1124 of the Bankruptcy Code) the First
Amended Plan and Disclosure Statement contain no other terms
regarding the treatment of Class 4 claims. Debtors further
assert that Class 4 claims, with the exception of Option C
claims, are not impaired by the First Amended Plan and, thus,
the holders of such Class 4 claims are not entitled to vote on
the First Amended Plan.'

The Former Bayview Shareholders submitted that there is
insufficient disclosure in the Disclosure Statement with respect
to the manner in which Class 4 claims are to be treated and that
the First Amended Plan, to the extent it does not include
additional terms fleshing out the treatment of Class 4 claims,
is not confirmable. Further, in the absence of additional terms
detailing the manner in which Class 4 claims are to be treated,
such claims, based on other provisions of the First Amended
Plan, may very well be impaired and entitled to vote.

        Specifics of the Bayview Shareholders' Claim

The Bayview Shareholders told Judge Walsh that prior to January
5, 1993, the Former Bayview Shareholders were the owners of all
the stock of an Alabama corporation known as Bayview Services,
Inc. On January 5, Loewen purchased the stock of Bayview from
the Former Bayview Shareholders for $3.8 million. The
consideration was paid by Loewen partly in cash with the balance
of $2,727,272.70 spread over thirteen promissory notes each
dated ad of January 1, 1993 (the Notes). The Notes obligate
Loewen to make 10 consecutive annual installment payments of
principal and interest on January 1 of each year beginning
January 1, 1994 and concluding with final payments of all then
remaining principal and interest due on January 1, 2003.

Loewen's aggregate obligations to the Former Bayview
Shareholders under the Notes are secured by valid, perfected,
first priority liens and security interests against certain real
estate formerly owned by Bayview and acquired by Loewen in
connection with the transaction in which it acquired the Bayview
stock. The liens securing Loewen's obligations under the Notes,
the Bayview Shareholders said, are evidenced by the mortgage
dated as of January 5, 1993 executed and delivered by Loewen to
the Former Bayview Shareholders.

As of the Petition Date Loewen had made all payments that to
such time had come due under the Notes but Loewen has not made
the January 1, 2000, or the January 1, 2001, payments due under
the Notes, the Bayview Shareholders related.

On July 27, 2000, the Former Bayview Shareholders filed motions
for relief from stay (i) to foreclose on the Mortgage, or,
alternatively, for adequate protection of their interest in the
property subject to the lien of the Mortgage and (ii) to
terminate the non-competition agreement they had entered into as
part of the sale transaction.

The Stay Relief Motions were resolved by a Stipulation, which
provides, inter alia, (i) for Debtors to make adequate
protection payments to the Former Bayview Shareholders,
consisting of the interest that had accrued under the Notes
starting August 1, 2000, and which is continuing to accrue, and
(ii) for a reservation of the Former Bayview Shareholders'
rights to charge and collect all accrued and accruing interest
and all fees and costs that they had incurred or will incur in
connection with their claims.

The Former Bayview Shareholders submitted that the real estate
that is collateral for their claims pursuant to the Mortgage has
a value far in excess of their aggregate claim, entitling them
to interest, fees and costs under Section 506(a) of the
Bankruptcy Code.

The Former Bayview Shareholders specifically reserve their right
to collect all interest, fees and costs in addition to the
principal amounts of their claims. (Loewen Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LTV CORPORATION: Exclusive Period Extended To August 27
The LTV Corporation asked Judge Bodoh to extend the period
during which only the Debtors may present a plan of
reorganization and extend the period during which only the
Debtors have the right to solicit acceptances of such a plan.

As they know Judge Bodoh is aware, the Debtors were forced to
commence these Chapter 11 cases quickly and without the benefit
of any postpetition financing commitment. As a result, the
majority of the Debtors' time and efforts since the Petition
Date have been devoted to stabilizing their business operations
and completing the transition to operations in Chapter 11 -- a
substantial task in cases of this size and complexity. The
Debtors have completed the negotiation, documentation and
approval of their postpetition financing facility and have
resolved related disputes with certain of the DIP Facility
lenders. Further, substantial time also has been devoted to the
development of a long-term strategic restructuring plan for the
Debtors' organization efforts.

Given the volume of this activity, the Debtors have not yet had
the opportunity to develop their plan or plans of
reorganization, or to negotiate or discuss the terms of any plan
with their multiple creditor constituencies, which include two
creditors' committees, their prepetition secured lenders, the
DIP lenders, the Pension Benefit Guaranty Corporation, and their
various unions. In fact, the Debtors have not yet implemented or
validated their restructuring plan, and have just begun
negotiations with the United Steelworkers of America, the union
representing the majority of the Debtors' hourly employees.
Although the Debtors are committed to emerging for Chapter 11 as
quickly as possible, the Debtors recognize that the
implementation and validation of the restructuring plan and the
development and negotiation of a plan with their various
creditor constituencies will require a substantial amount of
time and effort.

Upon consideration of the Debtors' arguments, and in light of
the documented activity in these cases, Judge Bodoh granted an
extension of the time period during which only the Debtors may
file a plan of reorganization to and including August 27, 2001,
and extends the time period during which the Debtors may solicit
acceptances of a plan through and including October 26, 2001,
without prejudice to the rights of the Debtors to seek
additional extensions of these exclusivity periods. (LTV
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-00900)

MALAN REALTY: Releases Q1 Results & Gives Restructuring Update
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust (REIT), announced financial results
for the first quarter of 2001.

For the quarter ended March 31, 2001, funds from operations
(FFO) was $2.0 million or 38 cents per basic share vs. $2.6
million or 50 cents per basic share for the quarter ended March
31, 2000.  FFO on a diluted basis (assuming conversion of
convertible debt securities and inclusion of other common stock
equivalents) was $3.6 million or 39 cents per share in the first
quarter of 2001 vs. $4.2 million or 46 cents per share in the
first quarter of 2000.  Cash available for distribution (CAD)
for the quarter ended March 31, 2001 was $2.1 million or 40
cents per share compared with $2.8 million or 54 cents per share
for the quarter ended March 31, 2000.  Total revenues,
consisting primarily of rent and recoveries from tenants, were
$10.6 million in the first quarter of 2001 vs. $11.0 million in
the first quarter of 2000.

"The theater vacancy at Bricktown Square continues to impact our
performance in 2001," said Jeffrey Lewis, chief executive
officer of Malan Realty Investors.  "We are currently pursuing
several options for the property."

                Litigation with Anthony Gramer

The company announced that the Circuit Court in Oakland County,
Michigan has granted summary disposition in favor of Anthony S.
Gramer, Malan's former president and CEO, in litigation brought
by Gramer seeking more than $1 million for breach of an
employment agreement.  Malan believes that the order was entered
in error and intends either to seek a rehearing before the court
or to file an appeal with the Michigan Court of Appeals.

The court ruled that Gramer is entitled under his agreements
with Malan to both change in control payments and termination
payments through December 2003, absent termination for cause.
Malan is not able to determine from the order whether the court
would require that the payments sought by Gramer, which total
between approximately $1.0 and $1.2 million, be made in a lump
sum or throughout the disputed term of Gramer's employment
agreement ending on December 31, 2003.

"The company intends to vigorously pursue all available avenues
open to us in the litigation because we strongly believe we have
met all obligations under the employment agreement," said
Jeffrey D. Lewis, CEO of Malan Realty Investors.  He also stated
that Malan is considering amending its counterclaims against

                        Strategic Plan

The company is reporting significant progress in implementing
its new strategic plan.  Malan's strategic plan calls for
selling mature and non-strategic assets, restructuring debt to
provide maximum operational flexibility and redeploying capital
in order to enhance shareholder value and liquidity.

"Malan has taken several important steps designed to improve the
company's portfolio and strengthen its financial position," said
Lewis.  "We have executed a number of agreements to sell
properties and begun work on improving the company's debt
structure.  In addition, we are addressing problems at Bricktown

                         Property Sales

The company has closed the sale of its Liberal, Kansas, property
(formerly leased to Standard Supply) and entered into three
separate sale agreements for the sale of seven properties.

      (1) In the largest transaction, a private investment group
is under contract to purchase five properties leased to Kmart.
The properties are located in Loves Park, Illinois; Valparaiso,
Indiana; Cape Girardeau, Missouri; and Milwaukee and Stevens
Point, Wisconsin.

      (2) In addition, the Kmart-leased property in Green Bay,
Wisconsin is under contract to an individual buyer, and

      (3) The Madison, Wisconsin property is under contract with

The closings on all of these properties are contingent on
typical and customary due diligence by the purchasers.

Malan projects total proceeds from the anticipated sale before
selling costs from the eight properties, which consist of
approximately 770,000 square feet of space, will be
approximately $15.8 million.  About $10.4 million will be used
to pay down its revolving line of credit.  The remainder of the
proceeds will be used for investments that are consistent with
the company's strategic plan.

                  Value-Added Joint Ventures

Malan and joint-development partner Grand/Sakwa Acquisitions,
LLC are currently negotiating with several national retailers
for sites in Phase I of the redevelopment of the property at
Orchard Lake Road, Northwestern Highway and 14 Mile Road in
Farmington Hills, Michigan.  Phase I of this project is expected
to include two major retail tenants in up to 370,000 square feet
of space on 39 acres.  The anticipated ground-lease structure,
in which the tenants will construct their own buildings, will
reduce project costs, risk and capital commitments and should
increase returns to the development partners.  Company President
Michael Kaline noted that Malan might participate in future
phases of this project at the company's discretion.

                 Professional Affiliations

Investment Banking

Malan has retained Chicago-based Cohen Financial, a national
real estate finance company, to investigate opportunities to
improve the company's debt structure.  An improved debt
structure will allow greater flexibility in selling assets and
facilitate additional investment opportunities.  Cohen Financial
is in the final stages of arranging a $10 million, short-term
loan secured by Pine Ridge Plaza, a 193,000 square-foot shopping
center in Lawrence Kansas.  It is expected that the proceeds of
the financing will be used to fund the Farmington Hills
development project or otherwise invested in a manner consistent
with the strategic plan.

Professional Accounting Firm

The board of directors announced it has retained the firm of
PricewaterhouseCoopers LLP for all audit and tax matters.  The
firm of Deloitte & Touche, LLP formerly served as Malan's

Legal Counsel

Malan has also retained Foley & Lardner, the nation's eleventh
largest law firm, as its corporate counsel. Miro, Weiner &
Kramer previously represented the company.

                       Other Matters

Bricktown Square

The company is pursuing leasing, property sale and refinancing
options for improving its position in Bricktown Square Shopping
Center.  The 306,010 square-foot property on Chicago's Northwest
Side is the most troubled property in Malan's portfolio.


Capital Fitness, Inc. has signed a 15-year lease for a health
club in 37,000 square feet abandoned by the original tenant, a
movie theater company that is currently in bankruptcy.  Under
terms of the agreement, Malan is leasing the building "as-is"
and Capital Fitness will pay for the build-out of the space.
Capital Fitness will pay annual rent averaging $447,000,
compared with about $670,000 paid by the former tenant.
According to the Capital Fitness lease, Malan expects the rent
to commence by January 1, 2002.

Property Sale

Bricktown Square has been listed for sale with CB Richard Ellis.

Debt Restructuring

The company has entered into an agreement with the City of
Chicago under which no payments will be due on its UDAG loan
until December 2001. Approximately $7.8 million remains
outstanding on this loan.  Malan has also held discussions with
representatives of the Merrill Lynch Global Asset Fund and the
City of Chicago regarding restructuring the first mortgage and
UDAG loan, respectively.

Stock Repurchase Program

The board of directors has authorized the purchase of up to
500,000 shares of the company's common stock.  Since January 1,
2001, the company has purchased 37,000 shares at an average
price of $8.52 per share.  Additional share purchases will be
based on market conditions, the projected rate of return on the
stock compared with other investment opportunities and the
availability of funds.

Malan Realty Investors, Inc. owns, acquires, redevelops and
manages properties that are leased primarily to national and
regional retail companies.  The company owns a portfolio of 63
properties located in nine states that contains an aggregate of
approximately 5.9 million square feet of gross leasable area.

MARINER: Nat'l Heritage Agrees To Operate Good Samaritan Center
As reported, Debtor National Heritage sought and obtained the
Court's Authority for the Rejection of Unexpired Lease of Non-
Residential Real Property related to a Skilled Nursing Facility
Located in East Peoria, Illinois Known as Good Samaritan
Healthcare Center and the rejection of related contracts.

Notwithstanding the rejection of the lease, the lessor desires,
and National Heritage agrees, that Debtor will continue to
occupy and operate the Facility for an additional period of time
while the Lessor tries to obtain an alternative operator for the

Accordingly, the parties have sought and obtained the Court's
approval of the Operations Agreement which provides that:

      (1) The Debtor will continue to occupy and operate the
Facility until the Termination Date, which is the earlier of (a)
as specified in a written termination notice by either party at
not less than 60 days' advance notice; (b) such date on which a
new operator assumes operational and financial responsibility
for the nursing facility;

      (2) Notwithstanding the above, the Debtor will continue to
occupy and operate the Facility after the Termination Date as
set forth in a termination notice for such an additional period
as Debtor will specify to Lessor in writing and as is necessary
for Debtor's termination of its operation of the Facility, or
such additional period of not more than 60 days, to allow a new
operator to obtain the necessary license, and the date on which
the Debtor actually ceases to occupy and operate the Facility
will be deemed the Termination Date;

      (3) The Debtor will pay the Lessor rent for the period from
the Petition Date through the Rejection Date, in the amount of
$123,968.52 in rent and $9,384.20 in prorated real estate taxes;

      (4) Lessor, however, will reserve the right to assert a
prepetition unsecured claim for any rent, taxes, or other
amounts due under the Lease arising prior to the Petition Date,
including the right to assert a rejection damage claim, subject
to the cap set forth in section 502(b)(6) of the Bankruptcy Code
and any defenses the Debtor may have;

      (5) The Lessor will not seek payment or assert
administrative claim with respect to the Debtors' use, occupancy
and operation of the facility from and after the Rejection Date,
but reserves its right to assert a prepetition unsecured claim
for amounts that "become due and payable" after the Rejection
Date, subjection to the section 502 cap;

      (6) As compensation, the Lessor will pay to the Debtor, an
amount equal to the gross amount of all losses of the Facility
incurred by the Debtor during the period from November 1, 2000,
through and including the Termination Date, subject to a cap of
$5,000 per month;

      (7) The Debtor will sell to the lessor or new operator its
right, title and interest, if any, in and to the furniture,
fixtures, and equipment located a the Facility (excluding
computer equipment and vehicles) and all consumable inventories
located at the Facility and will accordingly convey to the
lessor or the New Operator such inventory "as is" and "where is"
to the lessor or new operator;

      (8) The Debtor's obligation to transfer operational and
financial control of the Facility to a New Operator is
contingent upon the Debtor and the New Operator entering into an
operations transfer agreement in form and substance mutually
agreeable to the Debtor and New Operator, in their discretion.

The Lessor refers to:

      * William R. Smithousen and Marie A. Smithousen, as
        Trustees of the Smithousen Trust dated August 20, 1993;

      * Robert Schey and Diane H. Schey, as Trustees U.D.T. dated
        April 26, 1990;

      * Lawrence E. Anderson, as Trustee under the Trust dated
        August 27, 1979;

      * Marcia Marcellini, as Trustee of the Marcia Marcellini
        Trust dated October 18, 1999; and

      * Wayne L. Lawson, as all tenants in common.

(Mariner Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

MORGAN STANLEY: S&P Lowers And Affirms 1998-CF1 Ratings
Standard & Poor's lowered its ratings on three classes of Morgan
Stanley Capital I Inc.'s commercial mortgage pass-through
certificates series 1998-CF1. Concurrently, ratings are affirmed
on 10 other classes.

Outstanding Ratings Lowered are:

    Class              Rating
                     To    From

      G              B+    BB
      H              B     BB-
      J              B-    B+

Outstanding Ratings Affirmed are:

    Class              Rating
     A-1                AAA
     A-2                AAA
     A-MF1              AAA
     A-MF2              AAA
     B                  AA
     C                  A
     D                  BBB
     E                  BBB-
     F                  BB+
     X                  AAA

The lowered ratings reflect the deterioration in certain credit
characteristics of the mortgage loan pool. These changes

      -- Weakening performance characteristics caused by the high
level of loan delinquencies or defaults (6.62%),

      -- 10.2% of the pool reported low debt service coverage
(DSCR) (less than 1.1 times (x)), and

      -- The declining operating results of properties securing
17.05% of the pool (unfavorable variances of 15% or greater).
Comparatively, there was only one low DSCR loan (1.06x or 0.16%
of the pool) at issuance.

The performance of the pool is not all negative, as certain
credit characteristics have strengthened, including the fact
that 49% of the pool reported strong DSCRs (1.50x or greater);
the increase in the weighted average DSCR of top 10 loans to
1.70x (ranging between 1.28x to 2.85x) from 1.37 times at
issuance; approximately 97% of pool has reported recent
financial information; and an overall improvement in the pool's
weighted average debt service coverage, to 1.55x from 1.39x at

The pool's collateral characteristics have remained fairly
stable with no notable change to geographic diversity
(properties located in 39 states), property types, or credit
support levels. Credit support has increased slightly due to
amortization and loan payoffs. To date, two previous loan
defaults have contributed to the trust's recognized loss of $2.9

In reference to the pool's high level of delinquencies, its high
concentration of healthcare-related properties is more notable.
Eight mortgage loans totaling $37.2 million, or 3.6% of the pool
balance, contribute to the high level of delinquencies. The
mortgage loans are secured by healthcare properties formerly
managed by a third party operator of skilled nursing homes, Sun
HealthCare Group (the Sun Loans). The borrower (not affiliated
with Sun) is cooperating with the special sevicer, Lennar
Partners, and a deed in lieu of foreclosure, or a "friendly
foreclosure," is anticipated to occur within the next 60 days.
As of January 2001, Sun is no longer operating the properties.
The special servicer is in the process of assessing the value of
the underlying collateral and intends, in certain cases, to
expedite disposition of properties. Standard & Poor's
anticipates the resolution of the Sun Loans will result in
material losses.

In addition to the Sun Loans, the pool consists of 14 REO
properties totaling $16.9 million, or 1.61% of the pool. All but
two of the REOs are healthcare properties ($15 million book
value). Standard & Poor's anticipates the trust will incur
material losses upon disposition of the REO healthcare
properties held by the trust. The resolution of the two
remaining properties, a multifamily property (book value $1.2
million) and office property ($0.7 million), are not expected to
result in a material loss.

As of April 2001, the pool consists of 315 loans with an
outstanding pool balance of $1.047 billion, down slightly from
323 loans and $1.107 billion at issuance. Multifamily (23.0% of
pool), retail (22.4%), hotel (12.3%), healthcare (11.5%), and
office (10.9%) are the property types exceeding 10% of the
outstanding pool balance.

Standard & Poor's evaluation of the pool's credit
characteristics and its assessment of the pool's exposure to
future loans resulted in the lower ratings of three subordinate
classes of certificates, Standard & Poor's said.

NATIONAL HEALTH: Taps New Benefits Inc. To Implement Program
National Health & Safety Corporation (OTC BB: NHLT), has
retained the services of New Benefits, Inc. to facilitate a high
volume implementation of its medical benefits discount program.
This contract affiliation provides National Health & Safety's
wholly owned subsidiary, MedSmart Healthcare Network, Inc., with
the capability to sell and distribute a large volume of
membership discount cards quickly and efficiently, enabling
prompt fulfillment of the company's contracts with existing and
future customers. New Benefits has pioneered a customizable,
fully automated membership fulfillment process with the capacity
to generate up to 4,000 membership cards per hour.

Under the terms of the new agreement, MedSmart will outsource
certain administrative functions to New Benefits, including
enrollment and processing of new members, fulfillment of
membership kits, renewal notification, and member support
through live representatives, a toll-free automated referral
system and the Internet. Working with New Benefits will allow
MedSmart to concentrate its resources on marketing and business
development efforts that it anticipates will significantly
increase its membership base and revenues.

MedSmart conducted an extensive survey of the non-insurance
healthcare benefits marketplace to find a company that would
best complement its own capabilities. An analysis of all the
major competitors led to the selection of New Benefits as the
top choice. "New Benefits' experience, infrastructure, and focus
on providing top-notch customer service is a tremendous fit with
our front office marketing and distribution strategies," said
Gary J. Davis, President & CEO of National Health & Safety and
MedSmart. "It provides a new foundation on which MedSmart can
implement a viable business model. We look forward to a
relationship that will allow MedSmart to re-establish its
discount card services business."  About National Health &
Safety Corporation

Through its wholly owned subsidiary, MedSmart Healthcare
Network, Inc., National Health & Safety Corporation markets and
distributes a comprehensive medical benefits discount program,
designed to serve the millions of consumers who do not have
health insurance coverage, or who are underinsured by their
healthcare plans. Marketed to employers, groups and
associations, the program provides individual consumers and
families with access to top quality healthcare services at
substantial savings.

Participating members have access to over 300,000 health care
professionals and facilities throughout the U.S. including
physicians, pharmacies, vision and hearing care specialists,
dentists, chiropractors, counselors, and more. Organizations may
offer the MedSmart program as a stand-alone benefit, a low-cost
alternative to health insurance, or an enhancement to an
existing group health insurance policy.  For further
information, contact Gary Ennis at 512-328-0433 x23 or

                 About New Benefits, Inc.

Founded in 1989, New Benefits is an established OEM leader in
designing, manufacturing and packaging healthcare related
products and services on a national basis. New Benefits is a
privately held company based in Dallas, Texas. Its subsidiaries
include Coast to Coast Vision, UHS Chiropractic and Mail Order
Pharmacy. Its Chairman & CEO, Joel Ray, has more than 20 years
experience in the ancillary healthcare benefits industry, and
has been recognized in FORBES, BUSINESS WEEK and various other
publications for his insight and contributions to the industry.
The company's client list includes such companies as Avon,
Exxon, Seabury & Smith, American Fidelity Assurance Company,
Transamerica Assurance Company, AEGON, and Marsh & McLennan. New
Benefits services a membership base of more than 8 million

New Benefits develops discount non-insurance healthcare benefits
programs that can be custom tailored to meet any client
company's specific needs. All benefits programs are supported by
innovative technology incorporatingproprietary software, working
in tandem with a high speed, four-color, Xerox DocuColor
electronic publishing system. New Benefits maintains an on-site
member services call center to assist members with questions,
comments and provider location referrals, and offers 24-hour
provider referrals via a toll-free automated system and the

NETAXXI.COM: Continues to Lower Expenses With Staff Reductions
-------------------------------------------------------------- (OTC Bulletin Board: NTXY), a community and portal
Web site, has reduced staff as part of its ongoing effort to
decrease expenses, build revenue and enhance shareholder value.

Combined with the restructuring and adjustments to management
compensation announced in April, the company will save nearly $2
million annually, said Robert Rositano Jr., chief executive
officer.  He said the company has a total of 10 employees after
this reduction.

"We are continuing to reduce our burn rate, especially given the
decline in the revenue climate for portals," Rositano said.  "At
the same time, we continue to preserve the high quality and
value of our technology and service to subscribers."

                  About is an Internet portal with a range of services and
content. Nettaxi offers members access to broadband content
featuring sports, movie clips, movie trailers and other forms of
entertainment.  Nettaxi's homepage provides access to news,
shopping, games, entertainment, sports, financial, computer,
educational, political and travel information.  Nettaxi also
provides services such as free e-mail, personal home pages,
premium web hosting, chat and message boards. Nettaxi is found
on the Web at

PACIFIC GAS: Court Permits Examination of ISO & PX Documents
Ex parte, Marty K. Courson, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, sought and obtained an order from the
Bankruptcy Court directing the Independent System Operator and
the California Power Exchange to produce documents in response
to a Subpoena issued under Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

Under the regulatory scheme implemented by the California Public
Utilities Commission, Pacific Gas and Electric Company was
required to sell its power into the wholesale electric power
market (which is regulated by the Federal Energy Regulatory
Commission) at market prices, and then purchase from the
electric wholesale market the power that it needed to serve its
bundled customers, Mr. Courson explained. The wholesale
transactions took place through two entities that are regulated
by FERC: the California Power Exchange (the "PX"), which was
charged with responsibility for creating a central market for
the purchase and sale of wholesale electricity, and the
Independent System Operator (the "ISO"), which was charged
with responsibility for managing the State's electricity
transmission grid.

The PX and the ISO set their respective prices under FERC-
authorized, market-based price-setting mechanisms for wholesale
power. The PX billed PG&E for the costs of electricity that the
PX procured from the wholesale electricity suppliers that
comprise the PX market for PG&E customers. The PX also has
billed PG&E for the amounts that the ISO billed the PX for
electricity that the ISO procured on a real-time basis to meet
the needs of the PX. Similarly, the ISO has billed PG&E for the
costs of electricity supplied to PG&E from the wholesale
electricity suppliers that comprise the ISO market.

At the commencement of this case, PG&E has accrued obligations
to the PX and the ISO totaling multiple billions of dollars.
Because of the staggering amounts owed to PX and the ISO, it is
critical that PG&E determine who their wholesale electricity
suppliers (creditors) are and how much their claims against PG&E
will be.

Rule 2004 of the Federal Rules of Bankruptcy Procedure provides
that "on motion of any party in interest, the court may order
the examination of any entity." Under Bankruptcy Rule 2004(b),
the scope of such examination is extremely broad: The
examination of an entity under this rule . . . may relate only
to the acts, conduct, or property or to the liabilities and
financial condition of the debtor, or to any matter which may
effect the administration of the debtor's estate, or to the
debtor's right to a discharge. In . . . a reorganization case
under chapter 11 . . . the examination may also relate to the
operation of any business and the desirability of its
continuance, the source of any money or property acquired or to
be acquired by the debtor for purposes of consummating a plan
and the consideration given or offered therefor, and any other
matter relevant to the case or to the formulation of a plan."

PG&E wants to put its hands on all documents from the ISO
regarding the amounts owed to the ISO for the costs of
electricity PG&E purchased from the ISO for the period November,
2000 through January, 2001. Judge Montali directed the ISO to

      (A) The monthly preliminary invoices for each ISO
scheduling coordinator for November 2000, through the date of

      (B) The monthly final invoices for each ISO scheduling
coordinator for November 2000, through the date of production;

      (C) A detailed accounting of all disbursements and
remaining balances to each ISO scheduling coordinator for
November 2000, through the date of production.

Similarly, PG&E wants to obtain documents from the PX regarding
the amounts owed to the PX for the costs of electricity PG&E
purchased from the PX for the period November, 2000 through the
date of production. Judge Montali directed the PX to produce all
documents relating to:

      (A) The monthly preliminary invoices for each PX
Participant for November 2000, through the date of production;

      (B) The final Real Time invoices for each PX Participant
for the period November 2000, through the date of production;

      (C) The monthly preliminary Day Ahead invoice for each PX
Participant for January 2001, through the date of Production;

      (D) The monthly final Day Ahead invoice for each PX
Participant for January 2001, through the date of production;

      (E) The monthly Block Forward invoice for each PX
Participant for December 2000 through the date of production;

      (F) A detailed accounting of all disbursements and
remaining balances to each PX Participant for November 2000,
December 2000, through the date of production.

"Because of the staggering amounts owed to PX and the ISO, it is
critical that PG&E determine on an expedited basis who are the
wholesale electricity suppliers (creditors) [of the ISO and the
PX] and how much their claims against PG&E will be," Mr. Courson
added. (Pacific Gas Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PG&E NATIONAL: S&P Rates $500 Million Senior Notes At BBB
Standard & Poor's assigned its triple-'B' rating to PG&E
National Energy Group Inc.'s (NEG) $500 million senior notes. At
the same time, Standard & Poor's affirmed NEG's triple-'B'
corporate credit rating. The outlook is stable.

Standard & Poor's has assigned NEG's rating based primarily on
NEG's stand-alone creditworthiness. NEG's rating is higher than
PG&E Corp.'s because of the perceived economic disincentives of
PG&E Corp. or its creditors to file these subsidiaries into
bankruptcy. Though ring-fenced subsidiaries are often not rated
appreciably higher than their parents for a number of economic
and legal reasons, the extraordinary circumstances of the
California problem, the economic self-sufficiency of NEG, the
rationale for implementing the ring-fencing structure, and the
ring-fencing provisions themselves allow Standard & Poor's more
flexibility in this instance.

The rating incorporates the following risks:

      --Asset concentration in the Northeast region of the U.S.,
which is expected to contribute about 40% of the overall
corporate 10-year average cash flow

      -- Concentration in natural gas-fired generating stations,
which are expected to comprise more than 50% of overall
corporate cash flow;

      -- Debt at NEG is structurally subordinated to more than $1
billion of nonrecourse, nonconsolidated debt at the project

      -- Over the next 10 years, NEG will rely on merchant
generation for more than 30% of its overall cash flow;

      -- An aggressive construction program with more than 30% of
the 10-year average cash flow contributed by projects currently
under construction;

      -- Use of Siemens Westinghouse 501G and ABB GT24B turbines
in its construction program, which use less commercially proven
technology; and

      -- Bullet maturities and significant capital infusion
agreements that will need to be refinanced.

However, the following strengths offset the risks:

      -- Strong quality of cash flow -- 18% of NEG's 10-year
average cash flow coming from PG&E Gas Transmission, a single-
'A'-minus rated regulated pipeline;

      -- A fairly diversified portfolio of operating power
projects, of which more than 50% of the cash flow is contributed
by investments that have investment-grade characteristics;

      -- Over the past three years, NEG demonstrated a strong
operating record with availability averaging 94%; and

      -- Strong projected consolidated funds-from-operations
interest coverage at more than 4 times for the five-year period
through 2005.

The proceeds of the bond offering will be used to repay short-
term debt of subsidiaries (primarily PG&E Generating LLC), and
for general corporate purposes, including making investments in
generating and pipeline assets. NEG, a wholly owned subsidiary
of PG&E Corp., has ownership and management responsibilities in
30 power plants in 10 states, with a combined generating
capacity of nearly 7,700 MW and more than 10,000 MW under
construction or in advanced development. NEG is also engaged in
wholesale energy marketing and risk management, which is
conducted by PG&E Energy Trading Holding Co., and owns PG&E Gas
Transmission Northwest Corp., a 612-mile FERC-regulated pipeline
that extends from the Canadian border to the California/Oregon
border and transports 2.7 billion cubic feet/day of natural gas.

                     Outlook: Stable

The stable outlook reflects the strong, stable and predictable
cash flow contributed by NEG's investments. Further, the outlook
anticipates a financial profile that remains strong in
comparison with its peers and demonstrates only gradual
improvement. A demonstrated ability to operate in a restructured
power market will be needed for any ratings upgrades, Standard &
Poor's said.

PILLOWTEX CORP: Court Extends Exclusive Filing Period To July 16
David G. Heiman, Esq., at Jones, Day, Reavis & Pogue, told Judge
Robinson that Pillowtex Corporation has achieved much and
accomplished a smooth transition into bankruptcy with minimal
disruption to their operations, stabilized and reinforced their
relationships with customers and vendors, completed and filed
their schedules and statements of financial affairs and taken
steps necessary to ensure that key employees and officers will
remain in their employ during the reorganization process. Set
against this backdrop, the Debtors seek extension, by
approximately four months, of the exclusive periods.

Mr. Heiman contended that, in complex bankruptcy cases like the
Debtors', considering the Debtors' significant progress toward
reorganization, exclusivity can and should be extended. He
implored Judge Robinson to, (a) extend the exclusive filing
period by approximately four months, through and including July
16, 2001, and (b) extend the exclusive solicitation period for
acceptances of the proposed plan through and including September
14, 2001, or approximately 60 days after the expiration of the
exclusive filing period.

The Debtors contended that they will build upon their successful
transition into postpetition operations in entering into the
next reorganization phase calling for further business stability
and the development of a strategic business plan that will
become the cornerstone of a reorganization plan. They also
boasted of having made progress in a variety of other related
bankruptcy matters, including: (a) obtaining final approval of
their $150 million DIP facility; (b) approval for their
continued payment of prepetition employee obligations; (c)
review of executory contracts and unexpired leases to minimize
unnecessary administrative expenses; (d) evaluation of their
assets and obtaining authority to sell de minimis assets without
further Court approval; (e) assumption of agreements, such as
the Yarn Purchase and the sale agreement with Ralph Lauren; (f)
completion and filing of their schedules and statement of
financial affairs; (g) taking initial steps toward the sale of
substantially all of the blanket division assets; and (h)
obtaining Court approval for their key employee retention

In justifying the need for an extension of the exclusive
periods, the Debtors explained to Judge Robinson that they have
been preoccupied with the review of their business and their
strategic planning process to come up with their 3-year
strategic business plan. The Debtors believe that the strategic
business plan will pave the way for the expeditious emergence
from bankruptcy under a consensual reorganization plan, a
strategic plan that would serve as basis for negotiations with
the Secured Lenders, Creditors' Committee and other
constituencies regarding a reorganization plan. While the
strategic process is well underway, the Debtors only asked
for a 4-months extension of the exclusive periods to complete
the strategic business plan as soon as possible, but in any
event before October 14, 2001,

              Size and Complexity Justify Relief

Mr. Heiman reminded Judge Robinson that, both Congress and the
courts have recognized the fact that the size and complexity of
a debtor's case alone may constitute cause for the extension of
exclusive periods. The Debtors and their non-debtor affiliates
comprise a large, complex and geographically diverse
organization that is one of the largest North American home
textile products designers, manufacturers and marketers, with
about $1.6 billion in assets and $1.4 billion in liabilities, as
of September 30, 2000, conducting business throughout the United
States and overseas, having tens of thousands of potential
creditors and employing about 13,000 full- time and part-time
employees. It is, Mr. Heiman said, simply unrealistic to expect
that any party, be it the Debtors or any creditor or other
party-in-interest, would be in a position to formulate,
promulgate and build consensus around a reorganization plan any
earlier that the proposed expiration of the exclusive filing

The Debtors reminded the Court that, despite the shift of the
their finance function from Dallas to Kannapolis and the
concurrent year- end accounting and audit tasks, they were able
to complete their schedules and statement at the price of great
expenditure and effort by all levels of the Debtors' management,
their professionals and Logan & Co., Inc., their claims and
noticing agent. In addition, considering that a claims bar date
has not yet been established, the Debtors maintained that they
will not be in a position to begin evaluating the universe of
claims against them.

                     No Harm to Creditors

Mr. Heiman assured the Court that allowing the requested
extension will not harm the creditors and other parties-in-
interest. He reasoned that, taking into account the size and
complexity of the Debtors' cases and the issues that must be
resolved before a reorganization plan can be formulated, neither
the creditors nor any other interested party would be in a
position to come up with a plan before the proposed expiration
of the exclusive filing period. The requested extension, he
said, will not delay the reorganization process, but rather,
will simply permit the process to move forward in an orderly

With no objection to the motion being raised by any party-in-
interest, Judge Ribinson granted the Debtors' request in all
respects. (Pillowtex Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PROFIT RECOVERY: Obtains Waiver Of Bank Covenant Default
The Profit Recovery Group International, Inc. (Nasdaq: PRGX) has
entered into an amended agreement with its bank syndicate.  As
part of the agreement, the Company obtained a waiver of the
existing non- compliance with a financial ratio covenant
effective March 31, 2001.  In connection with the waiver, the
bank syndicate and the Company also amended the bank credit
facility agreement to modify certain financial ratio covenants

As previously announced, the Company determined that, as of
March 31, 2001, it was not in compliance with the fixed charge
coverage financial ratio covenant in its bank credit facility
agreement prior to the amendment.

The Company noted that as part of the agreement reached with its
bank syndicate, the Company has discontinued its $50.0 million
Share Repurchase Program.  Under the program, the Company
repurchased approximately 2.4 million shares of the Company's
outstanding common stock during the last half of 2000 for a
total repurchase cost of $21.0 million.  The amendment to the
bank credit facility agreement also adjusted applicable interest
rates to more closely reflect current rates being charged in the
syndicated loan market, and provided for permanent reductions to
the facility size as net proceeds from future sales of the
discontinued operations are applied to reduce outstanding bank
borrowings.  The credit facility will have a revised capacity of
$125 million if maximum future permanent reductions are
achieved.  Additional information regarding the amended bank
credit facility agreement is available in the Company's Form

The Company reiterated its focus to reduce its bank debt levels
through the combination of the sale of the discontinued
operations and emphasis on cash flow from operations.

       About The Profit Recovery Group International, Inc.

Headquartered in Atlanta, The Profit Recovery Group
International, Inc. (PRG) is the leading worldwide provider of
recovery audit services.  PRG's continuing operations employ
approximately 2,500 professionals in 34 countries.  The
Company's core Accounts Payable business provides more than
2,500 clients with insightful value to optimize and expertly
manage their business transactions.  For additional information
visit our web site at

PSINET INC.: Makes Two Key Executive Appointments
PSINet Inc. (OTCBB:PSIX) announced two key executive
appointments to strengthen the Company's global management team
as it named John Kraft President and Chief Operating Officer,
PSINet U.S, and R. Scott Arnell President, PSINet Europe.
"As we seek to restructure PSINet and drive efficiencies
throughout the enterprise, it will be critical to have
individuals like John Kraft and Scott Arnell at the helm of our
operations," said Harry Hobbs, PSINet's President and CEO. "Both
will leverage their extensive knowledge of our business and
industry and play a key role in our restructuring."

"I'm pleased to return to PSINet, and happy to take on the
challenges that this situation presents," Kraft said. "PSINet
still possesses an unmatched suite of assets - from our fiber
optic backbone, to our network of Web hosting centers, to our
first class workforce."

"I'm excited to join PSINet at such a challenging time. I
believe the international team we have in place is the best in
Europe, and that no other company can match our unique blend of
international network, hosting infrastructure, and customer
support. We have all the resources in place to be successful,"
said Arnell.

Kraft will report directly to Hobbs and be based in Ashburn, Va.
During Kraft's first stint at PSINet beginning in 1996, he
served as PSINet's Vice President of Carrier and ISP Services.
In that role, he created the private-label consumer and
commercial Internet access product and was responsible for
overseeing sales and services on a private-label basis to over
100 national ISPs and telecom companies.

In 1999 he was promoted to President, Northeast Region, where he
was responsible for all sales, marketing, planning and service
for PSINet's largest U.S. operating region.

Kraft originally came to PSINet from MCI Communications where he
served in a number of managerial and executive positions from
1986-1996. His duties included management of key sales regions
and large national accounts. Previously, he held the position of
sales manager for IBM's Satellite Business Systems Division.
Arnell, who has more than 20 years of international business and
finance expertise at U.S. multinationals, succeeds Hobbs in his
new position. In his new role, Arnell will be responsible for
the operations of PSINet throughout Europe and the U.K.,
including hosting centers in London, Amsterdam, Paris, Geneva,
and Berlin. Arnell will report directly to Hobbs and be based in

Previously, Arnell spent 8 years at Silicon Graphics Inc. (SGI),
where he held the position of International Treasurer. In this
capacity he launched the company's international sales finance
and remarketing business, while directing all corporate treasury
and strategic risk management activities outside the U.S. during
a period when the company grew at an annual rate in excess of 30
per cent.

Prior to joining SGI, Arnell spent 10 years at Kimberly-Clark
Corporation in various international and U.S. business finance

Headquartered in Ashburn, Virginia, PSINet is a leading provider
of Internet and IT solutions offering flex hosting solutions,
global eCommerce infrastructure, end-to-end IT solutions and a
full suite of retail and wholesale Internet services through
wholly-owned PSINet subsidiaries.

Services are provided on PSINet-owned and operated fiber, web
hosting and switching facilities, currently providing direct
access in more than 900 metropolitan areas in 27 countries on
five continents.

RIDDEL SPORTS: Moody's Reviews Ratings For Possible Downgrade
Due to its pending sale of its Riddell Group Division to New
York-based Lincolnshire Management, Inc, Moody's Investors
Service placed the ratings of Riddell Sports, Inc. under review
for possible downgrade. Affected ratings are:

      * $115 million 10.5% guaranteed senior notes due 7/1/2007
        at B2

      * $ 48 million guaranteed senior secured revolving credit
        facility due 2003 at B1

      * Senior implied at B2

      * Issuer at B3

Approximately $163 million of debt securities and credit
facilities are affected

Accordingly, the rating agency will review the structure and
financial impact of the divestiture, including the transfer of
assets and the use of sale proceeds for debt reduction or re-
investment, to determine whether a rating action is warranted.
Should a material amount of cashflow and assets be stripped from
the note issuer, the rating on the existing senior unsecured
notes could be subject to downgrade, Moody's said.

The sale, scheduled for June 2001, will be for cash of $61
million and the assumption of related short-term debt incurred
since 1/1/2001, reported Moody's.

Riddell Sports, Inc. is located in New York City. It markets and
distributes products and services to the extracurricular segment
of the education market. The company owns or licenses brands
that include Riddell, Varsity Spirit, Umbro and MacGregor.

SIZZLER INT'L: A. Keith Wall Replaces Steven Selcer As CFO
Sizzler International, Inc. (NYSE: SZ) appointed A. Keith Wall,
48, to Chief Financial Officer. Mr. Wall replaced Steven Selcer
who left last year to pursue other interests.

"Keith comes to Sizzler with extensive experience helping
companies engineer significant and sustainable financial
improvements," said Chuck Boppell, President and Chief Executive
Officer of Sizzler International, Inc. "He will play a key role
in aligning our growth with our financial resources. We are
pleased to have added another high quality executive to our
management team and look forward to his contributions."
Mr. Wall has more than 24 years of financial and operational
experience, including a series of increasingly more responsible
financial positions in the food service industry at Taco Bell
and Western Sizzlin, Inc.

Most recently, Mr. Wall served as CFO for Commerce, California-
based Central Financial Acceptance Corporation, a diversified
organization with more than 25 subsidiaries and affiliates,
where he was responsible for all the company's financial
functions, human resources and administration. Mr. Wall joined
Central Financial following the sale of its affiliate Central
Rents, Inc. in 1998 at which time he served as Central Rents'
CFO. Prior to Central Rents, Mr. Wall served as Vice President
and Controller for Thorn Americas, the operator of Rent-A-Center
and Rent-to-Own stores. Thorn Americas recorded sales of nearly
$1 billion last year.

Mr. Wall, a CPA, holds a BS in Business Administration from the
Virginia Polytechnic Institute and State University as well as
an MBA from the University of Denver.  Sizzler International,
Inc. operates, franchises or joint ventures 347 Sizzler(R)
restaurants worldwide, in addition to 104 KFC(R) restaurants
primarily located in Queensland, Australia and 10 Oscar's in the
southwest United States.

SPINCYCLE: Stretches Expiration Date of Exchange Offer To May 17
SpinCycle, Inc. has elected to extend the expiration date of its
exchange and consent offer until May 17, 2001 at 5:00 p.m.
(Eastern time).  The expiration date is being extended in order
to permit holders of notes that have not yet done so to offer
their notes for exchange.  On April 6, 2001, SpinCycle, Inc.
commenced an exchange offer to the holders of its senior
discount notes due 2005 and a consent solicitation to a
prepackaged plan of reorganization to holders of record of the
notes as of April 2, 2001 as described in SpinCycle's
confidential restructuring memorandum dated April 6, 2001.  In
April 1998, SpinCycle sold the notes in a 144A offering to
qualified institutional buyers. As of May 1, 2001, the notes
represent $144,990,000 in accreted principal amount.  Pursuant
to the same memorandum, SpinCycle simultaneously solicited the
consent of its common and preferred stockholders to the exchange
and prepackaged plan of reorganization.  As of 5:00 p.m.
(Eastern time) on May 7, 2001, holders of notes representing
$104,650,000 in accreted principal amount had consented to the
exchange offer and prepackaged plan.  As of that time SpinCycle
had also received the requisite vote of each class of its
stockholders to the exchange and prepackaged plan.

SPORTS CLUB: S&P Lowers Credit Ratings To B- From B
Standard & Poor's CreditWire, May 10, 2001

Standard & Poor's lowered its ratings on The Sports Club Co.
Inc. as follows:

                                         To    From
      * Corporate credit rating          B-     B
      * Senior secured bank loan rating  B-     B
      * Senior secured debt              B-     B

The ratings remain on CreditWatch with negative implications
where they were placed on Dec. 19, 2000.

The downgrade reflects pressure on key credit statistics and
thin coverage ratios over the near term due to the company's
expansion plans, new club openings, and current operating
weakness. Furthermore, high growth-related capital expenditures
related to the company's cash flow base have resulted in free
cash flow deficits, high debt leverage, and limited financial
flexibility. Liquidity benefited somewhat from the company's
recently amended lease agreements with Millennium Entertainment
Partners that provide for additional landlord contributions
totaling $16.5 million. However, financial flexibility is
constrained by weak operating performance that is pressuring
covenants under the existing credit agreement that matures on
May 31, 2001.

The Sports Club operates seven upscale health and fitness clubs,
primarily under The Sports Club/LA brand. The company's mature
clubs include The Sports Club located in Los Angeles and Irvine,
Calif. and Las Vegas, Nev., and the Reebok Sports Club in New
York, N.Y. In 2000, The Sports Club opened three Sports Club/LA
facilities, located in Rockefeller Center and on the Upper East
Side in New York City, as well as Washington D.C. The company's
Boston, Mass. and San Francisco, Calif. clubs, expected to open
in the fall, complete the development pipeline. The Sports Club
targets a more upscale clientele by marketing its centers as
"urban country clubs" and emphasizing personalized services and
amenities, as well as fitness and social aspects. Higher
initiation fees and monthly membership dues than those charged
by most other sports and fitness clubs help protect the brand's
more exclusive image.

Although expansion addresses the company's small portfolio and
limited geographic diversity--its main vulnerabilities--
operating performance can expect continued pressure in the near
term given that it typically takes one to two years for a new
club to reach profitability. Operating risk is further
exacerbated by club openings in distinct markets where
membership sales might not be generated as quickly as expected
or where there are construction cost overruns.

For the quarter ended March 31, 2001, EBITDA was a negative
$716,000 compared with approximately $2.5 million for the same
period the year before. EBITDA plus rent coverage of interest
plus rent expense is thin, at less than 1 times (x). At March
31, 2001, debt outstanding totaled approximately $109 million.
The company had $8.8 million of capital available under its
existing credit agreement, $3 million available under equipment
lease lines, and cash balances of $10.6 million at the end of
the period. Liquidity is constrained, and the company is
negotiating the renewal of its $15 million revolving credit
facility maturing on May 31, 2001. Still, the company is likely
to require alternate sources of financing to help fund
development beyond the current pipeline.

Standard & Poor's will continue to monitor the company's
progress with its lenders, other near-term prospects for
increasing liquidity, and plans for meeting current operating
challenges before resolving the CreditWatch.

SSANGYONG FIRE: S&P Slashes Financial Strength Rating to CCCpi
Standard & Poor's lowered its 'pi' financial strength ratings on
Ssangyong Fire & Marine Insurance Co. Ltd. and Daehan Fire &
Marine Insurance Co. Ltd. to triple-'Cpi' from single-'Bpi'.

The downgrades reflect the companies' weakened capitalization--
the ability of both insurers to generate required capital will
be constrained in the near term by extremely adverse operating
conditions. Moreover, the companies' market positions continue
to deteriorate as underwriting performance weakens amid
accelerating deregulation, rate liberalization, and
consolidation in Korea's nonlife insurance sector.

Notwithstanding a Korean won (W) 28.5 billion capital injection
in fiscal 1998 (ended March 1999), Ssangyong Fire's
capitalization steadily worsened over the past 12 months, partly
as a result of its exposure to group member companies, such as
Ssangyong Cement, that are undergoing restructuring. Ssangyong
Fire's adjusted shareholders funds declined to W63,732 million
as of February 2001 from W136,717 million as of March 2000. Its
underwriting performance has also been poor, with its combined
ratio consistently exceeding 100%. This ratio was 116.8% in
March 2000, reflecting another year of underwriting losses.
Meanwhile, the company's asset portfolio is more susceptible to
fluctuations in the Korean investment markets, which are
increasingly volatile. The company's overall earnings are likely
to stay under extreme pressure.

Daehan Fire's capitalization has also deteriorated over the past
year, to the point that the regulator recently ordered the
company to come up with a capital improvement plan immediately.
The insurer's adjusted shareholders funds declined to W22,061
million as of February 2001 from W75,483 million as of the
previous March. Meanwhile, its underwriting performance also
remains below the industry average. Its combined ratio, one of
the weakest in the industry, has exceeded 100% for the past five
years. This is partly a result of the company's high
concentration in the deregulated auto business, where
competition is most intense, and an industrywide rise in loss
ratios. The company continues to record a net loss, as its
earnings remain under extreme pressure. Moreover, Daehan Fire's
overall asset quality is lower than the industry average,
reflecting its depleted liquidity and the higher proportion of
risk assets in its asset portfolio.

Without actions to improve their capitalization, both companies
are expected to remain very vulnerable to any adverse
developments in the operating environment, particularly in the
face of mounting pricing pressures and competition in the Korean
nonlife sector.

TUT SYSTEMS: Reports Losses For First Quarter 2001
Tut Systems, Inc. (Nasdaq: TUTS) announced its results for the
first quarter of 2001. Revenue for the quarter ended March 31,
2001 was $4.9 million, compared to revenue of $16.5 million for
the quarter ended March 31, 2000.

The net loss for the quarter ended March 31, 2001, excluding
expenses related to certain noncash purchase acquisition costs
of  $3.8 million and abandonment of completed technology and
patents related to previous acquisitions of $2.7 million, was
$(27.5) million, or $(1.69) per share, compared with a net loss
for the quarter ended March 31, 2000, of $(2.7) million or
$(0.22) per share.  Net loss for the quarter ended March 31,
2001, including such noncash expenses, was $(34.0) million, or
$(2.10) per share.

The Company noted that its results continue to be affected by
changing conditions in the industry.  The Company stated that
its recent restructuring announcement and significant writedowns
of certain assets, including an additional $18.5 million charge
for inventory allowances, are related to these conditions. The
Company in particular, noted recent announcements by competitors
regarding significant inventory writedowns and the expectation
that these actions will likely have a continuing negative effect
throughout the near future.

Tut also announced the appointment of its new Vice President of
International Sales, Garry Forbes. Garry comes to Tut with 20
years experience in the telecommunication industry and will be
responsible for all sales activity outside the United States and

                     About Tut Systems, Inc.

Tut Systems is the leading provider of solutions that deliver
reliable broadband services within multi-tenant buildings (MTUs)
such as hotels, apartments, student housing and multi-tenant
commercial properties.  In partnership with service providers
and real estate investment trusts, Tut's solutions have been
deployed in hotel, commercial and residential properties

VISTA EYECARE: Completes Sale Of Freestanding Retail Operations
Vista Eyecare Inc. completed the sale of its freestanding retail
operations and in pro forma estimates said that if the assets
had been disposed of at the beginning of fiscal 2000, its net
loss before extraordinary items and cumulative effect for the
year would have been reduced to $3.1 million, from $135.7
million without the adjustments. In a filing with the Securities
and Exchange Commission, the bankrupt Lawrenceville, Ga.-based
eye care retailer said the sale to Vista Acquisition LLC was
completed on April 20. Vista Eyecare received $6 million in cash
and $1.5 million in notes receivable for the assets, which are
primarily furniture, fixtures and inventory at about 200
freestanding locations and inventory and equipment at the
company's laboratory and distribution center in Fullerton,
Calif. (ABI World, May 10, 2001)

In a related transaction, Vista agreed to sell to Vista
Acquisition LLC its interest in a subsidiary for $1.0 million
note receivable. This subsidiary owns a portion of the equipment
in approximately half of the freestanding locations sold. This
transaction is expected to close in June 2001.

W.R. GRACE: Hires R.R. Donnelley & Sons As Noticing Agent
W. R. Grace & Co. asked the Bankruptcy Court for an order
appointing R.R. Donnelley & Sons Company as the notice agent in
these chapter 11 cases pursuant to 28 U.S.C. Sec. 156(c) and
Rule 2002 of the Federal Rules of Bankruptcy Procedure. Tens of
thousands of creditors and other parties in interest will
require notice of various matters in these chapter 11 cases. The
Bankruptcy Clerk has neither the staff nor the resources to
accommodate W.R. Grace's noticing needs.

At the request of the Debtors or the Clerk's Office, Donnelley
agrees to:

      (A) prepare and serve required notices in Grace's cases,
including the notice of the commencement of the case; the time,
date and place of the initial meeting of creditors pursuant to
11 U.S.C. Sec. 341(a); hearings to approve any disclosure
statement; hearings to consider confirmation of a plan of
reorganization; and other miscellaneous matters;

      (B) file affidavits of mailing with the Clerk promptly
after serving any notice on parties-in-interest; and

      (C) assisting the Debtors with the preparation and mailing
of ballots asking creditors to vote on any plan of

Donnelley will perform these services on a piecework basis, at
rates "consistent with and typical of arrangements entered into
by Donnelley and other commercial printers . . . rendering
similar services for clients such as the Debtors." Neither the
Debtors nor Donnelley provide further pricing details.

Carmel A. Sardone, Vice President of R.R. Donnelley & Sons
Company, attested to her Firm's disinterestedness as that term
is defined at 11 U.S.C. Sec. 101(14), and has no knowledge of
any relationship adverse to the Debtors' estates.

Reviewing the Debtors' Application, Judge Newsome approved this
request in all respects.

Additionally, Judge Newsome directed, for all notices to Alleged
Litigation Creditors where the Debtors have information that the
claimant is represented by counsel, the notice shall be mailed
to the attorney rather than the claimant, consistent with the
teaching in In re The Grand Union Company, 204 B.R. 864 (Bankr.
D. Del. 1997)(Walsh, C.J.) and Rule 4.2 of the Annotated Model
Rules of Professional Conduct (1992). (W.R. Grace Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-

WASTEMASTERS: Cooperates In SEC Investigation
In 1999, Wastemasters,Inc., received a subpoena for the
production of documents and testimony in relation to an
investigation by the Securities and Exchange Commission ("SEC")
of R. Dale Sterritt, the Company's former chairman and chief
executive officer. The Company indicates that it fully
cooperated in the investigation. Wastemasters has recently
agreed in principle to enter into a consent order with the SEC,
in which the Company will agree to a finding that certain
filings made by the Company under the Securities Exchange Act of
1934 were materially inaccurate in failing to disclose, until
1999, that the issuance of approximately 63 million shares in
1998 pursuant to the settlement of lawsuit purportedly filed by
certain convertible debenture holders was actually a related
party transaction involving Mr. Sterritt. In addition, the
Company will agree to findings that it failed to file certain
periodic reports required by Sections 13 and 15 of the
Securities Exchange Act of 1934, and failed to maintain adequate
books and records. The Company will agree not to violate certain
provisions of the securities laws in the future, but is not
obligated to pay any fine.

In March 2001, the Company received a subpoena for the
production of documents and testimony relating to an
investigation by the SEC of Global, and generally requested all
documents relating to transactions between the Company and
Global, as well as between the Company and certain third-
parties whom the Company believes are associated with Global.
The Company believes it has fully complied with the document
request of the SEC, and its testimony has currently been

WORLD SALES: Intends To File a Proposal for Reorganization
World Sales & Merchandising Inc. (CDNX:YWH, NASDAQ:WDSM) filed a
Notice of Intent to Make a Proposal pursuant to subsection
50.4(1) of the Bankruptcy & Insolvency Act on April 3rd, 2001.
The date for filing The Proposal has been extended to May

It is important to note that WSMI is not bankrupt. Management
will prepare the necessary documents, which includes a proposal
to the creditors by May 29th, 2001, pursuant to the guidelines
of the Act. A further press release will be disseminated to the
public upon the completion and status of the proposal.

Soberman Isenbaum Colomby Tesis Inc., a licensed Trustee has
consented to act as Trustee in this assignment.

WRP CORPORATION: Receives NASDAQ Delisting Notice
WRP Corporation (NASDAQ: WRPC) a leading distributor and
supplier of high quality disposable medical examination,
surgical and foodservice gloves, announced that on May 3, 2001
it received notification from NASDAQ that the Company did not
sustain compliance with NASDAQ's minimum bid requirement of
$1.00 within the 90 day grace period set forth in the notice
from NASDAQ it received on February 2, 2001. As a result, NASDAQ
intends to delist the Company's common stock effective May 11,

The Company has submitted an appeal with NASDAQ's Hearing Panel
requesting a hearing into this matter. Once officially received
by NASDAQ, the hearing request will automatically defer the
delisting until the Panel makes a ruling. The Company will be
presenting its business plan to the Hearing Panel and will seek
to put in place steps to avoid delisting prior to any delisting
of its shares.

WRP Corporation, headquartered in Itasca, is a top marketer and
manufacturer of disposable medical examination, surgical and
foodservice gloves. The Company's wholly owned subsidiary,
American Health Products Corporation, is a leading supplier of
branded and private label disposable gloves to the medical,
foodservice, dental and retail markets nationwide. The Company
is a subsidiary of WRP Asia Pacific headquartered in Malaysia.
WRP Asia Pacific is one of the world's leading integrated
manufacturers of latex powder-free disposable gloves.

BOND PRICING: For the week of May 14 - May 18, 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

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 Go 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, Bernadette de Roda, Aileen Quijano and Peter A.
Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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