TCR_Public/010516.mbx           T R O U B L E D   C O M P A N Y   R E P O R T E R

               Wednesday, May 16, 2001, Vol. 5, No. 96

                              Headlines

ADVANCED MICRO: Will Redeem All 6% Convertible Notes on May 21
APOGEE ENTERPRISES: Schedules Shareholders' Meeting On June 19
ATLANTIC INDUSTRIAL: Restructures Debt & Signs M.O.U. With Lynx
BIRMINGHAM STEEL: Talking To Lenders To Restructure Debt
BOYSTOYS.COM: Reports Net Operating Results for First Quarter

BROADBAND OFFICE: Files For Chapter 11 Bankruptcy Protection
CASUAL MALE: Moody's Downgrades & Reviews Debt Ratings
DeVLIEG-BULLARD: Files Amended Liquidating Plan
EDISON INTERNATIONAL: Posts $617 Million Loss For Q1 2001
eLOT INC.: Discloses First Quarter Losses

EXHAUST TECH: Williams & Webster Replaces BDO Seidman As Auditor
FINOVA: Treatment Of Executory Contracts & Unexpired Leases
FURRS SUPERMARKETS: Implementing More Cost-Cutting Measures
HARNISCHFEGER: Ecolaire Enters Into Claim Settlement With U.S.
IMPERIAL SUGAR: Creditors Object To Equity Retaining Bell Boyd

INTEGRATED HEALTH: Resolves Claim Dispute With General Electric
LEARNINGSTREAM INC.: Files for Chapter 11 And Looks For Buyer
LEARNINGSTREAM: Chapter 11 Case Summary
LECHTER'S: F&D Reports Sees Retailer Dancing Near Default
LERNOUT & HAUSPIE: Creditors Tap Chanin As Financial Advisor

LOEWEN GROUP: Blalock-Coleman Sells Funeral Home In Kentucky
LOGOATHLETICS: Bankruptcy Court Fixes May 31 Bar Date
LTV CORP.: Court Approves Proposed Bid Protection For Wellspring
MARINER POST-ACUTE: Agrees To Modify Stay For Insured Claim
METIOM: Cuts Jobs & Considers Filing For Bankruptcy

MULTI-LINK: Defaults Payment On Westburg Media's $2.1 Mil Loan
NAMIBIAN MINERALS: Closes Leviev Group Transaction
NET SHEPHERD: Restructures and Settles Debt With Vanenburg Group
PENN TREATY: Appoints William Hunt & John Underhill As New VPs
PILLOWTEX: Lenders Find Retention Of 2 Finance Firms Unnecessary

PRANDIUM INC.: Michael Malanga Joins Board of Directors
PROFIT RECOVERY: Inks Covenant Waiver with BofA-Led Syndicate
RAYTECH CORPORATION: Publishes First Quarter Results for 2001
RAYTHEON: Says WGI's Bankruptcy Won't Impact Cash Flow Outlook
RISCMANAGEMENT: Moves to Establish June 18 Claims Bar Date

RXREMEDY: StaffWriters Plus Now Owns HealthScout News Service
SABRATEK CORP: Court Confirms Second Amended Joint Plan
SAMSONITE CORP.: Shareholders To Convene In Colorado On June 18
TELIGENT: Lenders Grant Waiver of Bank Amendment Through May 21
TOKHEIM CORP.: Moody's Assigns Post-Confirmation Debt Ratings

UNITED ARTISTS: Releases 2001 First-Quarter Operating Results
VENCOR INC.: Goldman, Sachs & Co. Holds 12.9% Of Common Stock
VENTAS INC.: Reports First Quarter Results
W.R. GRACE: Chase Asks Judge To Review Order re Trade Claims
WASHINGTON GROUP: Files Chapter 11 Petition & Plan in Nevada

WASHIGHTON GROUP: Case Summary & 50 Largest Unsecured Creditors
WINSTAR COMM.: Obtains Approval of $300 Million DIP Financing
WTMW-TV: FTC Okays $30MM Sale Of Virginia Station To Univision

* Meetings, Conferences and Seminars


                            *********

ADVANCED MICRO: Will Redeem All 6% Convertible Notes on May 21
--------------------------------------------------------------
Advanced Micro Devices, Inc. will redeem all of its outstanding
6% Convertible Subordinated Notes due 2005 on May 21, 2001. The
notice of redemption was mailed to the holders of the Notes on
May 4, 2001. Questions regarding the redemption should be
directed to The Bank of New York Bondholder Services, the
trustee under the indenture governing the Notes, at
(800) 548-5075.

AMD is a global supplier of integrated circuits for the personal
and networked computer and communications markets with
manufacturing facilities in the United States, Europe, Japan,
and Asia. AMD, a Fortune 500 and Standard & Poor's 500 company,
produces microprocessors, flash memory devices, and support
circuitry for communications and networking applications.
Founded in 1969 and based in Sunnyvale, California, AMD had
revenues of $4.6 billion in 2000. (NYSE: AMD).


APOGEE ENTERPRISES: Schedules Shareholders' Meeting On June 19
--------------------------------------------------------------
The 2001 Annual Meeting of Shareholders of Apogee Enterprises,
Inc. will be held in the Lutheran Brotherhood Building
Auditorium, 625 Fourth Avenue South, Minneapolis, Minnesota,
commencing at 10:00 a.m. Central Daylight Time on Tuesday, June
19, 2001 for the following purposes:

      (1) To elect four Class III directors for three-year terms
          ending in the year 2004;

      (2) To consider and act upon a proposal to amend the 1987
          Apogee Enterprises, Inc. Partnership Plan, an incentive
          compensation plan;

      (3) To ratify the appointment of Arthur Andersen LLP as
          independent auditors for the fiscal year ending March
          2, 2002; and

      (4) To transact such other business as may properly be
          brought before the meeting.

The Board of Directors has fixed April 25, 2001 as the record
date for the meeting. Only shareholders of record at the close
of business on that date are entitled to receive notice of and
vote at the meeting.


ATLANTIC INDUSTRIAL: Restructures Debt & Signs M.O.U. With Lynx
---------------------------------------------------------------
Atlantic Industrial Minerals Incorporated (AIM) has made
arrangements with a major lender to reduce outstanding debt owed
by Kelly Rock Limited (KRL), a wholly owned subsidiary of AIM,
and to restructure the balance of the debt payments.

The settlement results in the principal and interest on the debt
being reduced by approximately $495,000 by the lender, provided
the balance of the debt ($150,000) is repaid in full in three
annual installments on or before September 30, 2003. On February
7, 2000, AIM announced that it had advised the lender that it
was not able to make principal and interest payments on the debt
which related to assets that had been written-down.

AIM has also entered into a memorandum of understanding to
acquire the assets of Lynx Minerals Inc. (Lynx). The principal
asset of Lynx is the Lake Ainslie, Nova Scotia, barite project
which comprises a mining lease and exploration licenses
controlling Atlantic Canada's largest known resource of barite.
Barite is a major and essential component of drill mud used in
the rapidly growing east coast petroleum industry.

It is AIM's intention to resume production on the Scotsville
site at Lake Ainslie, following finalization of the asset
purchase, and to fast track the development of the larger Upper
Johnson Vein. Assessment reports filed with the Nova Scotia
Department of Natural Resources in the 1970's by International
Mogul Mines Limited and Conwest Exploration indicate that the
Upper Johnson Vein hosts a diluted, drill indicated resource of
900,000 tonnes and probable resources of 300,000 tonnes, grading
45% barite and is open at depth and to the west. Initial work on
the Upper Johnson Vein will include infill diamond drilling,
completion of a pre-feasibility study and environmental
registration.

The parties intend that AIM will acquire the Lynx assets in
exchange for 6,200,000 common shares of AIM and the assumption
of approximately $300,000 of Lynx debt. The acquisition of the
Lynx assets is subject to regulatory approvals, due diligence,
the negotiation of final agreements, and AIM raising $1.2
million in new equity financing for the project. Additional Lynx
debt of approximately $300,000 will be repaid from the proceeds
of the financing. At this time, AIM is finalizing its annual
Financial Statements and will be preparing a business plan that
will incorporate the development of the Lake Ainslie barite
project.

AIM is a natural resource company based in Sydney, Nova Scotia,
engaged in the production and sale of industrial minerals. The
common shares of Atlantic Industrial Minerals Incorporated are
listed on the Canadian Venture Exchange (listing symbol ANL).


BIRMINGHAM STEEL: Talking To Lenders To Restructure Debt
--------------------------------------------------------
Birmingham Steel Corporation (NYSE:BIR) reported financial
results that were in-line with management's expectations for the
third quarter and nine months ended March 31, 2001. The results
for the current and comparable prior fiscal year periods present
the Company's special quality bar (SBQ) operations as
discontinued operations. Results of the Company's core
operations are presented as continuing operations.

The Company's financial performance in the third quarter
improved from the immediately preceding quarter ended December
31, 2000. However, the third quarter results reflect continued
distressed conditions in the U.S. steel industry as evidenced by
pricing pressures, higher energy costs and increased
manufacturing costs associated with reduced production levels.
Results for January and February also reflect the impact of a
decrease in construction activity related to severe winter
weather conditions across the U.S. However, operating and
financial performance improved in March, typically the first
month of the seasonally strong construction period.

For the three months ended March 31, 2001, the Company reported
a net loss from continuing operations of $10.9 million ($0.35
per share), compared with a loss of $8.4 million ($0.27 per
share) in the same quarter of the prior fiscal year. In the
immediately preceding second quarter ended December 31, 2000,
the Company reported a loss of $17.3 million ($0.56 per share).

Steel shipments in the third quarter of fiscal 2001 were 587,000
tons, down from 680,000 tons in the same period last year. The
average selling price per ton for shipments from the core
operations was $261, compared with $279 last year, reflecting
pricing pressures and a decrease in merchant product shipments.

For the nine months ended March 31, 2001, the Company reported a
net loss from continuing operations of $35.1 million, compared
with a loss of $44.3 million for the same period of fiscal 2000.
The current year results reflect reductions of $6.3 million in
selling, general and administrative expenses. On a per share
basis, the loss in the current nine-month period was $1.13 per
share, compared with $1.48 in the same period of the prior year.
Steel shipments for the core operations for the nine months
ended March 31, 2001, were 1,802,000 tons, compared with
1,929,000 tons for the same period of the prior fiscal year. The
weighted average selling price per ton for the Company's core
operations was $267 in the current year period, compared with
$279 in the first nine months of fiscal 2000.

John D. Correnti, Chairman and Chief Executive Officer of
Birmingham Steel, commented, Business conditions in the U.S.
steel industry remained difficult throughout the third quarter.
However, there are recent indications that steel selling prices
may have bottomed. We recently announced price increases for
rebar of $20 per ton effective April 1 and an additional $15 per
ton effective May 7. Also, rebar shipments rose in March, which
signals the usual start of the construction season.

Correnti continued, Although rebar volumes and margins are
improving, shipments and selling prices for merchant products
continue at historically low levels. While we expect merchant
product shipments will increase during the seasonal construction
period, selling prices and shipments will continue to be
hampered until steel service centers resume normal buying
patterns.

Based upon the Company's decision to divest its special bar
quality (SBQ) facilities in Cleveland, Ohio, and Memphis,
Tennessee, and as required by generally accepted accounting
principles (GAAP), the Company's SBQ operations are presented as
discontinued operations. For the quarter ended March 31, 2001,
the Company recorded a provision of $12.3 million in
discontinued operations to reflect estimated losses at Cleveland
and Memphis through the expected disposal dates of these
facilities.

The Company has previously stated that, unless one of the two
parties actively negotiating to buy its Cleveland plant
completes a purchase before June 22, 2001, operations at the
facility will be permanently suspended. The Company also noted
that shutdown of the American Steel & Wire Corporation (AS&W)
operation would generate cash savings of $1.6 million per month.

Concerning the status of the Cleveland facility, Correnti
commented, There is definite interest by third parties to
purchase the Cleveland operation. However, prospective buyers
have yet to finalize financing for a transaction. Based upon the
current status of discussions with prospective buyers and
related due diligence activities, we are hopeful a transaction
will be completed by June 30, 2001, our fiscal year-end.
Correnti noted that the Company may record additional one-time
charges in a future period if the final transaction price for
the Cleveland operation differs from management's previous
estimates.

Commenting on Birmingham Steel's overall financial situation,
Correnti reported that liquidity under the Company's bank
revolving credit facility has stabilized. Correnti said the
Company is conducting operations at levels sufficient to
maintain $18 million to $20 million of excess borrowing
availability under its revolver facility. The Company said it
expects liquidity will be adequate to finance working capital
and capital expenditure requirements for the foreseeable future.
The Company also expects to remain in compliance with the
covenants under its debt agreements.

The Company has previously reported that its revolving credit
facility will mature on April 1, 2002. Recent tightening of
credit in the general financial markets has impacted the
Company's ability to refinance its debt with new lenders.
Correnti said, We know that debt restructuring is a challenge,
given the current distressed economic conditions in the steel
industry and the general atmosphere of skepticism in the overall
financial markets. However, our lenders have indicated a
willingness to restructure the debt to support the activities of
our existing core operations. Correnti continued, We are
currently in discussions with our existing lenders regarding
restructuring of the debt, and all parties are working to
complete a long-term financial restructuring prior to the filing
of the Company's annual Form 10-K (due in September 2001) for
the fiscal year ending June 30, 2001.

Correnti concluded, Despite the impact of prolonged periods of
distressed industry conditions, we are pleased with the progress
of our turnaround plan. We expect improved financial performance
from our core operations in the fourth quarter. We still face
many challenges, including the restructure of our debt during
difficult industry and financial market conditions. However, our
management, directors and employees are encouraged that our
efforts to return Birmingham Steel to profitability and to re-
establish the Company as a leader in the mini-mill industry will
be successful.

Birmingham Steel operates in the mini-mill sector of the steel
industry and conducts operations at facilities located across
the United States. The common stock of Birmingham Steel is
traded on the New York Stock Exchange under the symbol BIR.


BOYSTOYS.COM: Reports Net Operating Results for First Quarter
-------------------------------------------------------------
BoysToys.com, Inc. (OTB Bulletin Board: GRLZ) an entertainment
holding company, has just completed its 10Q financials for the
first quarter ending March 31, 2001. The Company intends to file
a 10Q-SB with the US Securities and Exchange Commission.

In the fiscal first quarter of operations (January 1, 2001 to
March 31, 2001), the Company increased gross revenues by 19% to
$617,866 from $499,975 (for the same quarter last year) and
posted an operating income profit of $85,514, based on EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization)
as compared to a net operating loss of $91,348 for the same
period. Additionally, the Company reduced principal and interest
by $76,043. Company's management is pleased that they have
reached profitability in the first quarter of this year.

On Tuesday, May 8, 2001, the Company was forced to file for
Chapter 11 protection under the United States Bankruptcy Code to
prevent an unexpected attempt by its landlord to terminate its
long term lease based on a contract to sell the improved
property to a competitor for a huge profit. The Company received
a three-day notice to perform on a $100,000 mechanic's lien that
the landlord had previously purchased. Management first became
aware of the attempted service on Monday, May 7, 2001. With the
inability to pay off the $100,000 lien claim immediately, the
Company had no choice but to pursue an immediate Chapter 11
filing. Failure to file would have jeopardized the lease and the
$3,300,000 lease that the Boys Toys club located at 408-412
Broadway in San Francisco remains open and it is the Company's
intent that it will stay open. The Company is current in its
monthly rent payments, taxes, payroll, and trade payables and
all of its obligations will continue to be met. Business as
usual continues at the club.


BROADBAND OFFICE: Files For Chapter 11 Bankruptcy Protection
------------------------------------------------------------
BroadBand Office Inc., a broadband-services provider, announced
that it has laid off 348 employees and filed for chapter 11
bankruptcy protection, according to Dow Jones. A core group of
35 people remains on staff to help maintain service to existing
customers during the restructuring. San Mateo, Calif.-based
Broadband was launched two years ago by a group of real estate
investment trusts, including Equity Office Properties Trust,
CarrAmerican Realty Corp., Duke-Weeks Realty Corp., Highwoods
Properties Inc., Mack-Cali Realty and Spieker Properties Inc.
(ABI World, May 14, 2001)


CASUAL MALE: Moody's Downgrades & Reviews Debt Ratings
------------------------------------------------------
Moody's Investors Service downgraded the following debt ratings
of Casual Male, Inc. and placed them on review for possible
further downgrade. These are:

      * Senior implied rating to B2 from B1;

      * $70 million 7% convertible subordinated notes due 2002 to
        Caa1 from B3;

      * Senior unsecured issuer rating to B3 from B2.

Moody's said the downgrades reflect the risk of financial
deterioration since the company announced the sale of its leased
shoe division in November 2000, based on the continued delay in
issuing its year-end financial statements. The rating outlook
had been changed to negative following the announcement of the
sale of the shoe division.

Accordingly, the rating agency's review will focus on the final
terms of sale for the shoe division, as well as the company's
current financial position. Moody's noted Casual Male's net debt
position should have improved after the sale of the shoe
division, but expected debt protection measures would remain
thin. While the company's focus on needs-based apparel insulates
it somewhat from the extreme volatility faced by other apparel
retailers, Moody's believes the business is still subject to
pressure from competition, weather, and general economic
conditions.

Casual Male Inc., formerly known as J. Baker, Inc., retails
specialty apparel under the names Casual Male Big & Tall, Repp,
and Work'n'Gear.


DeVLIEG-BULLARD: Files Amended Liquidating Plan
-----------------------------------------------
DeVlieg-Bullard, Inc. filed an Amended Liquidating Plan of
Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court. The Court subsequently approved the Disclosure
Statement's adequacy and scheduled a June 21, 2001 hearing to
consider Plan confirmation. (New Generation Research, May 14,
2001)


EDISON INTERNATIONAL: Posts $617 Million Loss For Q1 2001
---------------------------------------------------------
Edison International reported a loss of $617 million or $1.89
per share for the first quarter of 2001 -- reflecting the effect
of a charge against earnings. The company's regulated utility,
Southern California Edison (SCE), reported an after-tax earnings
charge of $661 million, or $2.03 per share, in the first quarter
of 2001, reflecting the amount of purchased power costs that
exceeded the company's revenues. Assuming the Memorandum of
Understanding (MOU) announced by California Governor Gray Davis
and SCE is implemented or, alternatively, courts uphold Edison's
legal claims to recover its undercollected costs, this charge
against earnings could later be reversed.

This financial charge simply recognizes the threatening reality
of SCE's continuing buildup of unreimbursed costs for procuring
power on behalf of its customers, said John Bryson, chairman and
chief executive officer of Edison International. We are
committed to recovering those costs, restoring our financial
health, and serving well the 11 million people and 550,000
businesses who depend on us.

                First Quarter Earnings Summary

Excluding the unreimbursed purchased power costs at SCE, for the
quarter ending March 31, Edison International reported 2001
earnings of $43 million, compared with $110 million in 2000, and
SCE earned $62 million in 2001, compared with $113 million in
the same quarter last year. Edison Mission Energy (EME) earned
$8 million in the first quarter of 2001, compared with a loss of
$12 million in 2000. Edison Capital earned $12 million in the
first three months of 2001, compared with $38 million in the
same period of 2000.

Edison Enterprises and the parent company incurred losses of $40
million in the first quarter of 2001, compared with losses of
$29 million in the same quarter last year.

*Unreimbursed purchased power costs

Excluding the charge for the unreimbursed purchased power costs,
SCE's earnings in the quarter decreased by $51 million. The
decrease was primarily attributable to an outage at San Onofre
Nuclear Generating Station Unit 3 and higher interest expense.
The $21 million increase at Edison Mission Energy reflects
increased generation and higher energy prices for EME's U.S.
projects, partially offset by lower power pool prices in the
United Kingdom.

Edison Capital's decrease of $26 million was due to lower
revenues from leveraged leases, the tax impact related to the
termination of the Fiddler's Ferry/Ferrybridge (FFF) mezzanine
financing, and higher interest expense.

Edison Enterprises and the parent company's decrease of $10
million was mostly the result of higher interest expense at the
parent company and a gain on the sale of marketable securities
in the first quarter of 2000, partially offset by improved
operating performance, principally lower expenses, at Edison
Enterprises.

                12 Months Ended Earnings Summary

For the 12 months ended March 31, 2001, Edison International
recorded a loss of $2.7 billion. The net loss for the 12-month
period included charges totaling $3.2 billion (after tax), or
$9.71 per share, which are comprised of the write-off at SCE of
generation-related regulatory assets in the fourth quarter of
2000 and the charge for SCE's unreimbursed purchase power costs
in the first quarter of 2001. Excluding the charges at SCE,
Edison International earned $512 million for the 12 months ended
March 31, 2001, compared with earnings of $589 million for the
same period last year.

Excluding the charges, SCE earned $421 million for the 12 months
ended March 31, 2001, compared with $520 million for the same
period ended March 31, 2000. The decrease of $100 million
primarily reflects increased interest expense, and adjustments
to reflect potential regulatory refunds partially offset by
lower operating and maintenance costs.

EME reported earnings of $146 million for the 12-month period,
up $72 million from the same period last year. The increase was
primarily due to increased generation and higher energy prices
from U.S. projects and stock plan expense adjustments. In
addition, the increase includes earnings from projects acquired
in July and December of 1999. The increase was partially offset
by higher interest expense, lower ppared to $127 million from
the same period last year. The decrease was mainly the result of
declining revenue from leveraged leases and higher interest
expense. The decrease was partially offset by lower operating
expenses, higher earnings from affordable housing projects, and
earnings from the FFF mezzanine financing transaction.

Edison Enterprises and the parent company recorded a $164
million loss for the twelve months ended March 31, 2001,
compared to a $132 million loss in the same period last year.
Increased interest expense at the parent company and a first
quarter 2000 gain on sale of marketable securities was partially
offset by improved operating performance at Edison Enterprises.

Based in Rosemead, Calif., Edison International is a premier
international electric power generator, distributor and
structured finance provider. With assets of $36 billion and a
portfolio of approximately 28,000 MW, Edison International is an
industry leader in privatized, deregulated and incentive-
regulated markets and power generation. It is the parent company
of Southern California Edison, Edison Mission Energy, Edison
Capital, Edison O&M Services, and Edison Enterprises.


eLOT INC.: Discloses First Quarter Losses
-----------------------------------------
eLOT, Inc. (NASDAQ:ELOT), a provider of web-based retailing and
Internet marketing services to governmental lotteries, reported
financial results for the first quarter ended March 31, 2001.

Net revenues for the first quarter of 2001 were $345,000
compared to $116,000 in the first quarter of 2000. The loss from
continuing operations for the first quarter was $4.2 million, or
$0.06 per share, compared to a loss from continuing operations
of $2.6 million, or $0.04 per share, in the first quarter of
2000. The EBITDA loss for the first quarter narrowed to $2.6
million compared to $3.2 million in the fourth quarter of last
year.

Revenues for the first quarter were impacted by the overall
weakness in the Internet advertising sector. Based on
preliminary results in April, the Company expects second quarter
2001 revenue to increase more than 50% over first quarter 2001
revenue.

At March 31, 2001, the Company had approximately $2.5 million of
cash and cash equivalents. In addition, the Company received
cash totaling $700,000 in April and expects to receive an
additional $400,000 in May from leveraging certain balance sheet
assets. To improve its financial situation and preserve its cash
resources, the Company has made a significant reduction in its
workforce and reduced all other expenditures to the extent
possible. These actions are expected to reduce the Company's
total cash burn to less than $700,000 per month by the end of
the second quarter. Importantly, eLOT is pleased with the
progress being made as it explores strategic alternatives for
financing its activities and operations beyond the third
quarter.

Highlights since the beginning of the first quarter include:

      - Acquired Network60, Inc., an Internet promotions and
permission-based direct marketing company, which offers a
flexible, cost effective direct marketing medium to traditional
corporations, advertising agencies, and online companies.

Network60 maintains four highly visited marketing promotional
web  sites; www.EasyWinning.com, www.PrizeChest.com,
www.CoolWinning.com, and www.RadioStakes.com. The acquisition
materially bolsters eLOT's revenue generating capabilities in
Internet based direct marketing.

      - Launched Internet-based promotions for the Kentucky
Lottery and the New Jersey Lottery linked directly to MDI
Entertainment's instant scratch games. eLottery's IMARCS
technology allows lottery players to submit non-winning scratch
tickets for second chance drawings on the Lotteries' web sites.

      - Launched a co-branded lottery results website with Terra
Lycos (NASDAQ: TRLY) at http://lottery.lycos.comeLottery is
utilizing  its www.eLottoNet.com content to offer Lycos users
easy access to  state lottery results and other lottery
information. Under the terms of the deal, eLottery and Lycos
will share advertising revenue on the site with Lycos
responsible for selling all advertising.

eLOT received a Nasdaq staff determination on March 27, 2001
indicating that the Company has failed to comply with the $1.00
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4450(a)(5), and that its Common Stock is
therefore subject to delisting from the Nasdaq National Market.
The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the staff determination and a
hearing date has been set for May 17, 2001. Pending completion
of the appeal process, eLOT will continue to be listed on the
Nasdaq National Market.

Edwin McGuinn, President and Chief Executive Officer, commented,
We have taken the steps necessary to decrease our cash burn rate
and preserve our cash balance and continue to pursue several
potential transactions that will strengthen the Company's
financial condition and better position eLOT for the future.
eLOT has scheduled a conference call on Monday, May 14th at
11:00 a.m. eastern time to review the first quarter results. To
access the call please dial 212-896-6121. The call will also be
broadcast over the Internet at www.vcall.com.

                     About eLOT, Inc.

eLOT, Inc. is committed to leading the governmental lottery
industry into the e-commerce market. The Company's subsidiary,
eLottery, Inc., is a leading web-based retailer of governmental
lottery tickets and has developed, installed and operated
systems that have processed e-commerce lottery ticket sales and
transactions. It has operated Internet, Intranet, telephone,
communications, accounting, banking, database and other
applications and services that can facilitate the electronic
sale of new and existing lottery products worldwide. eLottery is
also an application service provider of Internet marketing and
advertising technology for lotteries. The Company's IMARCS
(Internet Marketing Analysis Research and Communications System)
database marketing solution enables government lotteries to
attract, register and communicate with lottery players through
advanced Internet technology.


EXHAUST TECH: Williams & Webster Replaces BDO Seidman As Auditor
----------------------------------------------------------------
On May 7, 2001, the accounting firm of BDO Seidman, LLP was
dismissed by Exhaust Technologies Inc.'s Board of Directors as
the Company's independent auditors. The Company's financial
reports by BDO Seidman for the years ended January 31, 2000 and
1999 were modified to include an explanatory paragraph wherein
BDO expressed substantial doubt about the Company's ability to
continue as a going concern.

At its board meeting on May 7, 2001, the Board of Directors of
Exhaust Technologies engaged Williams & Webster, P.S., Certified
Public Accountants, Bank of America Financial Center, 601 W.
Riverside, Suite 1940, Spokane, WA 99201 as its independent
auditor for its fiscal year ending January 31, 2001. Williams &
Webster accepted such appointment on May 7, 2001.


FINOVA: Treatment Of Executory Contracts & Unexpired Leases
-----------------------------------------------------------
The FINOVA Group, Inc.'s Plan provides for two lists of
Executory Contracts and Unexpired Leases - one list consists of
those that will be deemed rejected and the other list for those
that will be deemed assumed as of the Effective Date.

            (I) Exhibit 7.1 - Rejections Generally

Each of the executory contracts and unexpired leases listed on
Exhibit 7.1, which shall be filed with the Plan Supplement and
which may be amended at any time prior to the Effective Date,
shall be rejected as of the Effective Date. The rejection shall
be only to the extent that any such contract or lease
constitutes an executory contract or unexpired lease. The
Confirmation Order shall constitute an order of the Bankruptcy
Court approving rejections as the Plan provides for, pursuant to
section 365 of the Bankruptcy Code, as of the Effective Date.
However, with respect to the Debt Security Indentures, Bank
Credit Agreements, TOPrS or existing options, warrants and
rights of conversion (other than those pursuant to the Group
Subordinated Debentures), regardless of whether these are or may
be executory contracts, these shall be rejected and canceled
pursuant to section 1l23(a)(5)(F) of the Bankruptcy Code.

* Bar Date for Rejection Damages

   Unless a proof of Claim arising from the rejection of any
executory contract, unexpired lease, option, warrant, right of
conversion or the Rights Plan pursuant to Section 7.1(a) is
filed and served on the appropriate Reorganized Debtor within 30
days after the date of service of the Confirmation Order, such a
claim shall be forever barred and shall not be enforceable
against the Debtors, the Reorganized Debtors, their respective
successors or their respective properties.

     (II) Exhibit 7.2 - Assumptions and Assignments Generally

Except as otherwise provided in this Plan or in any contract,
instrument, release, indenture or other agreement or document
entered into in connection with the Plan, on the Effective Date,
pursuant to section 365 of the Bankruptcy Code, the Debtors
shall assume

      (a) each of the executory contracts and unexpired leases
listed on Exhibit 7.2, which shall be filed with the Plan
Supplement and which may be amended at any time prior to the
Effective Date; and

      (b) all other executory contracts and unexpired leases that
have not been either assumed or rejected pursuant to section 365
of the Bankruptcy Code prior to the Effective Date or rejected
as of the Effective Date pursuant to Section 7.1, other than the
Loan Commitments.

Each contract or lease assumed pursuant to this Section 7.2
shall be assumed only to the extent that any such contract or
lease constitutes an executory contract or unexpired lease.

             (III) Assumptions of Leveraged Leases

Each Leveraged Lease of any of the Debtors, whether or not
listed on Exhibit 7.2, shall be assumed by the applicable Debtor
on the Effective Date unless listed on Exhibit 7.1 or rejected
by express order of the Bankruptcy Court prior to the Effective
Date.

(1) Approval of Assumptions

     The Confirmation Order shall constitute an order of the
Bankruptcy Court approving the assumptions as described in the
Plan, pursuant to section 365 of the Bankruptcy Code.

(2) Payment of Cure Amounts

     Any Cure Amount related to an executory contract and
unexpired lease to be assumed pursuant to the Plan that is in
default shall be satisfied, pursuant to section 365(b)(l) of the
Bankruptcy Code, at the option of the Debtor assuming such
contract or lease,

     (a) by payment of the Cure Amount in Cash as soon as
practicable after the later of (A) the Effective Date and (B)
ten days following entry of a Final Order approving the
assumption of such contract or lease; or

     (b) on such other terms as are agreed to by the parties to
such executory contract or unexpired lease.

For assumptions of executory contracts and unexpired leases
between Debtors, if any, the Debtor or Reorganized Debtor
assuming such contract or lease may cure any monetary default
through an intercompany account balance in lieu of payment of
Cash.

If the Cure Amount for any executory contract or unexpired lease
designated for assumption is disputed, the Debtors reserve the
right, in their sole discretion (before or after resolution of
such dispute by Final Order) to withdraw that designation and
reject the contract or lease.

       Determination of Cure Amounts, Resolution of Disputes

The Cure Amount, according to the Debtors books and records, for
each contract and unexpired lease to be assumed pursuant to the
Plan is set forth on Exhibit 7.2 to the Plan.

Any objection to

      (A) the Cure Amount as listed on Exhibit 7.2,

      (B) the ability of the applicable Reorganized Debtor to
          provide 'adequate assurance of future performance,"
          within the meaning of section 365 of the Bankruptcy
          Code, under the contract or lease to be assumed, or

      (C) any other matter pertaining to assumption,

must be filed on or before the deadline set for objections to
the Plan or, to the extent that Exhibit 7.2 is amended after
such date to change the treatment of the contract at issue,
within ten Business Days after the filing of such amendment. If
such an objection is filed, the applicable contract or unexpired
lease shall be assumed upon the entry of a Final Order of the
Bankruptcy Court resolving the dispute and approving the
assumption, and the Cure Amount shall be satisfied pursuant to
the provision Plan governing the payment of cure amounts.

      Special Executory Contract and Unexpired Lease Issues

       (IV) Rejection or Cancellation of Securities and Bank
                    Credit Agreements

Notwithstanding the rejection or cancellation of the Debt
Securities Indentures, the TOPrS and the Bank Credit Agreements,
such rejection or cancellation shall not impair the rights of
the holders of any Allowed Debt Securities Claims or Allowed
Bank Claims to receive distributions as holders of General
Unsecured Claims or the rights, of any holders of TOPrS to
receive distributions on account of their TOPrS Interests in
these Chapter 11 Cases.

                     (V) Loan Commitments

The Loan Commitments shall be neither assumed nor rejected by
any Debtor under the Plan and the rights and obligations of the
Debtor and non-Debtor parties thereto shall not be affected by
the provision of the Plan governing executory contracts or
unexpired leases.

                 (VI) Retirement Agreements

Each Retirement Agreement of any of the Debtors that is not
rejected by an order of the Bankruptcy Court prior to the
Effective Date, whether or not listed on Exbibit 7.2, shall be
assumed by the applicable Debtor on the Effective Date or, to
the extent that any Retirement Agreement is not an executory
contract, Allowed Claims arising under such Retirement Agreement
shall be Reinstated as of the Effective Date.

          (VII) Postpetition Contracts and Leases

Postpetition Executory Contracts and Unexpired Leases Executory
contracts and unexpired leases entered into after the Petition
Date by any Debtor shall be performed by the Debtor or
Reorganized Debtor liable thereunder in the ordinary course of
its business, subject to the rights of the Debtors under those
agreements and at law. Accordingly, such executory contracts and
unexpired leases shall survive and remain unaffected by
Confirmation.

                  (VIII) Indemnity Rights

To the extent that the rights of indemnity, if any, of the
current or former officers and directors of any Debtor other
than FNV Group may be considered to be rights under executory
contracts, such contracts are rejected, except that rights of
indemnity are retained to the extent provided in the provision
of the Plan governing FNV Group-3 Subordinated Debenture Claims
as described in this issue of the newsletter under the heading
Classification and Treatment of Claims (Section 5.11(c) of the
Plan.)

                       No Admission

Listing a contract or lease on Exhibit 7. 1 or Exhibit 7.2 shall
not constitute an admission by a Debtor or Reorganized Debtor
that such contract or lease is an executory contract or
unexpired lease or that a Debtor or Reorganized Debtor has any
liability thereunder. (Finova Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FURRS SUPERMARKETS: Implementing More Cost-Cutting Measures
-----------------------------------------------------------
Over the next two weeks, F&D Reports relates, Furrs Supermarkets
(Albuquerque, NM) will close three stores in El Paso, TX, and
one each in Albuquerque and Clovis, NM. According to the
Company, the stores are being closed on the basis of sales
volume and operating losses. It is interesting to note that the
Albuquerque store is one of the Company's newest locations,
having been opened just over a year and a half ago. Reportedly,
Fleming expressed an interest in acquiring this store when Furrs
filed Chapter 11 earlier this year. In addition to the store
closings, the Company is looking to cut costs by (i) trimming
advertising expenditures; (ii) discounting on-line shopping
services in the El Paso, TX and Santa Fe, NM markets; and (iii)
reducing daily store operating hours in all but two locations to
6 AM 12 AM from 24-hours. Also, F&D says, the Company has not
ruled out the possibility of additional closings. All in all, it
looks like the storm clouds are gathering and there does not
seem to be much of a silver lining as operations continue to lag
and the number of potential acquirers is dwindling. Joining that
group, Safeway (Pleasanton, CA) has made it clear that it is NOT
interested in purchasing the chain.


HARNISCHFEGER: Ecolaire Enters Into Claim Settlement With U.S.
--------------------------------------------------------------
The United States filed a Proof of Claim on behalf of the
Environmental Protection Agency (the EPA Claim) against Debtor
Ecolaire Incorporated, pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA)
for unreimbursed environmental response costs incurred by the
United States at the Welsh Road Site (a/k/a Walsh Road and
Barkman Landfill), located in Honey Brook Township, Chester
County, Pennsylvania, and for response costs to be incurred at
the Site in the future by the United States. The Proof of Claim
was asserted as a general unsecured claim. In response to it,
Ecolaire asserted it had no liability in the matter and the
claim was among those that the Debtors objected to in the Second
Omnibus Objection.

The United States and Ecolaire subsequently entered into
settlement negotiations which culminated in a Settlement
Agreement with respect to the Claim.

The Agreement was lodged with the Court, subject to notice of
the settlement and the lodging being published in the Federal
Register for a thirty-day public comment period, in accordance
with the Department of Justice policy, 28 C.F.R. section 50.7,
and Paragraph 9 of the Settlement Agreement. The thirty-day
public comment period having expired, and with no comments
received in response to the published notice, the United States
requested that the Bankruptcy Court approve, sign, and enter the
Settlement Agreement. Counsel for the Debtors concur in this
Motion.

                       The Settlement Agreement

Subject to approval by the Bankruptcy Court, the parties agreed
and stipulated, among other things, that:

      (1) The EPA Claim shall be allowed as a general unsecured
claim in the amount of $13,277.00 and paid as a general
unsecured claim upon distribution to holders of general
unsecured claims without discrimination in accordance with the
terms of the Debtors' Joint Plan, and the United States will be
deemed to have withdrawn the EPA Claim for any amount in excess
of $13,277.00.

      (2) The amount of the actual cash received and net cash
realized from other distributions or considerations on account
of the allowed EPA claim (and only that amount) shall be
credited to the Welsh Site account.

      (3) In consideration of the payments or distributions that
will be made by the Debtor under the terms of this Settlement
Agreement, the United States covenants not to bring a civil
action or take administrative action against the Debtor pursuant
to Sections 106 and 107 of CERCLA relating to the Site, provided
that this covenant not to sue

          -- is conditioned upon the complete and satisfactory
             performance by the Debtor of its obligations under
             this Settlement Agreement;

          -- extends only to the Debtor and does not extend to
             any other person;

          -- does not pertain to any matters other than those
             expressly specified in the agreement.

      (4) The United States reserves, and this Settlement
Agreement is without prejudice to, all rights against the Debtor
with respect to all other matters, and specifically with respect
to:

          -- liability for damages for injury to, destruction of,
             or loss of natural resources;

          -- liability for response costs that have been or may
             be incurred by federal agencies which are trustees
             for natural resources;

          -- claims based on a failure by the Debtor to meet a
             requirement of this Settlement Agreement; and

          -- claims for any site other than the WeLsh Road Site.

      (5) With regard to claims for contribution against the
Debtor for matters addressed in the Settlement Agreement, the
Debtor is entitled to such protection from contribution actions
or claims as is provided by CERCLA Section 113(f)(2), 42 U.S.C.
section 9613(f)(2). The matters addressed in the Settlement
Agreement include all response actions taken or to be taken and
all response costs incurred or to be incurred in connection with
the Site, except as expressly stated in the agreement for the
provision of the reservations of rights.

      (6) The Debtor covenants not to sue and agrees not to
assert any claims or causes of action against the United States
with respect to the Site, including but not limited to:

          * any direct or indirect claim for reimbursement from
            the Hazardous Substance Superfund,

          * any claims for contribution against the United
            States, its departments, agencies or
            instrumentalities, and

          * any claims arising out of response activities at the
            Site.

      (7) Nothing in the Settlement Agreement shall be construed
to constitute preauthorization of a claim within the meaning of
Section 111 of CERCLA, 42 U.S.C. section 9611 or 40 C.F.R.
section 300.700(d).

      (8) Nothing in the Settlement Agreement shall be construed
to create any rights in, or grant any cause of action to, any
person not a party to the Settlement Agreement. (Harnischfeger
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


IMPERIAL SUGAR: Creditors Object To Equity Retaining Bell Boyd
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Imperial Sugar
Company's chapter 11 cases, represented by Fred S. Hodara of the
New York branch of Akin, Gump, Strauss, Hauer & Feld, LLP, S.
Margie Venus of the Houston, Texas branch of that firm, together
with David M. Fournier of the Wilmington firm of Pepper Hamilton
LLP, objected to the Equity Committee's application to retain
the law firm of Bell, Boyd & Lloyd as its lead counsel. First,
as argued in its Motion to disband the equity committee, the
Equity Committee is unnecessary, and its appointment will only
disrupt and delay the confirmation process. The corresponding
retention of professionals far outweighs any potential benefit,
so that for the same reasons the Equity Committee should be
disbanded, the application to retain Bell Boyd should be denied.

Second, the retention of Bell Boyd has not been shown to be
necessary. While the Application recites the services to be
rendered by Bell Boyd, this recitation does not equate with
stating specific facts regarding the necessity of employing
counsel. The test of necessity is whether the committee seeking
appointment of counsel has demonstrated a distinct and
potentially conflicting interest in the disposition of assets of
the estate that require separate legal representation. The
Equity Committee's application does not state any facts
regarding this necessity.

In the event that the Court were to grant the Application, the
Creditors' Committee asked that any compensation for their
counsel be conditioned on proof that either (1) there is value
in fact for the equity holders in these cases; or (2) they have
made a substantial contribution to the cases. (Imperial Sugar
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTEGRATED HEALTH: Resolves Claim Dispute With General Electric
----------------------------------------------------------------
In connection with the "Master Lease Agreement No. MDC 139"
relating to computer equipment and miscellaneous personal
property used at various nursing home facilities, Integrated
Health Services, Inc. sought and obtained the Court's approval,
pursuant to Rule 9019(a) of the Bankruptcy Rules and Sections
363 and 105(a) of the Bankruptcy Code for entry into a
Settlement Agreement, by and among the Debtors and General
Electric Capital Business Asset Funding Corp. (GECBAF).

Three of the Schedules under the Master Lease, specifically,
Schedule Nos. 116, 117 and 118, were assigned to GECBAF. The
original cost of the personal property covered by the GECBAF
Schedules was approximately $3 million.

All of the Schedules under the Master Agreement other than the
GECBAF Schedules are controlled by parties unrelated to GECBAF.

GECBAF chose not to participate in the litigation undertaken by
the parties to the Other Schedules.

Nevertheless, after reaching the settlement agreement (subject
to Court approval) with the holders of the Other Schedules, and
based on the similarity of legal and factual considerations from
the Debtors' perspective, the Debtors determined that it was
appropriate to make an offer to GECBAF on substantially the same
terms.

Accordingly, the Debtors offered to purchase the GECBAF
Schedules, free and clear of all liens, claims and encumbrances,
for a purchase price equal to 45.56% of the original cost of the
underlying equipment. GECBAF accepted the offer, and the parties
subsequently negotiated and entered into the Settlement
Agreement.

Pursuant to the Settlement Agreement, the Debtors will, in
effect, purchase all of the underlying property in exchange for
the Settlement Payment, which equals approximate1y 45.56% of the
original cost of the underlying property. In exchange, GECBAF
will release all claims arising under the GECBAF Schedules,
including all administrative Claims.

The principal terms of the Settlement Agreement provide that:

      (1) The Settlement Agreement is by and among IHS (on behalf
of the Debtors) and GECBAF.

      (2) Settlement Payment in the sum of $1,344,949.00 will by
made by the Debtors in immediately available funds in accordance
with wire transfer instructions provided by GECBAF.

      (3) Termination of Schedules and Mutual Releases will be
deemed to occur upon the Debtors' payment of the Settlement
Payment.

      (4) Transfer of Equipment will occur upon the Debtors'
payment of the Settlement Payment, when GECBAF will be deemed to
have transferred to the Debtors all of their rights in and to
the personal property subject to the GECBAF Schedules, free and
clear of all liens.

      (5) The Effective Date of the Settlement Agreement will be
the first business day after the 11th day following the Approval
Order, unless the Approval Order has been stayed, in which case
the Effective Date will be the 3rd business day after the
Approval Order is no longer subject to a stay. If the Effective
Date does not occur by May 21, 2001, either the Debtors or
GECBAF may void the Settlement Agreement and it will be deemed
void thereto.

The Debtors believe that the amount of the Settlement Payment is
reasonable because, among other things, it allows the Debtors to
purchase the underlying property at a price significantly lower
than the aggregate of the early buyout option prices under the
GECBAF Schedules. The amount of the Settlement Payment is also
substantially less than he Debtors' total outstanding payment
obligation under the GECBAF Schedules (approximately $2.7
million), which the Debtors would have to pay over time if the
GECBAF Schedules were deemed true leases and were assumed.

The Debtors submitted that the Settlement Agreement fully and
finally resolves, on fair and reasonable terms, a number of
legal and factual issues, the litigation of which undoubtedly
would be both costly and time-consuming.

With respect to the threshold Lease/Security Issue, since the
material terms of the GECBAF Schedules are substantially
identical to the Other Schedules, the Debtors anticipate that
GECBAF would raise the same colorable arguments which were
raised in the litigation concerning the Other Schedules, and
that such arguments could result in the finding of a true lease
or leases rather than a security agreement. Based on the same
reasoning as with the Other Schedules, the Debtors believe it is
sound business judgment to enter into the Settlement Agreement
which allows the Debtors to avoid all of the foregoing
litigation and administrative issues.

Moreover, the Settlement Agreement is the product of arm's-
length negotiations and reflects extensive analysis and
consideration of the relevant legal and factual issues, the
Debtors tell the Court.

For all these reasons, the Debtors believe that entry into the
Settlement Agreement pursuant to Bankruptcy Rule 9019 is in the
best interest of the Debtors, their estates, their creditors,
and all parties in interest. (Integrated Health Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEARNINGSTREAM INC.: Files for Chapter 11 And Looks For Buyer
-------------------------------------------------------------
Silver Spring, Md.-based LearningStream Inc. has filed for
chapter 11 bankruptcy protection, according to The Washington
Post. The company specializes in online multimedia
presentations. "We're looking to sell the company," said Greg
Rorke, acting chief executive. In its filing, the company listed
assets between $500,000 and $1 million. Rorke, who is owed
$360,000, is the company's largest creditor. (ABI World, May 14,
2001)


LEARNINGSTREAM: Chapter 11 Case Summary
---------------------------------------
Debtor: LearningStream, Inc.
         801 Roeder Road
         10th Floor
         Silver Spring, MD 20910

Chapter 11 Petition Date: May 04, 2001

Court: District of Maryland (Greenbelt)

Bankruptcy Case No.: 01-15864

Judge: Paul Mannes

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                   818 - 18th St. N.W. Ste. 800
                   Washington, DC 20006
                   202-861-2350


LECHTER'S: F&D Reports Sees Retailer Dancing Near Default
---------------------------------------------------------
For the fiscal year ended February 3, 2001, Lechters' (Harrison,
NJ) net losses stretched to $101.8 million, versus last year's
loss of $13.5 million. Revenue dropped 3.6% to $405.0 million,
while comps decreased 3.3% for the year. Compared to last year,
cash balances have dropped $71 million to $3.2 million, raising
questions about liquidity in the short-term. In the independent
auditor's report of Lechter's recently filed 10-K, Deloitte &
Touche LLP questioned the Company's ability to redeem the
Convertible and Subordinated Debentures due September 27, 2001.
As a result, Douche & Touche indicated there is a possibility
that Lechters "may default under the covenants and restrictions
of its Amended Credit Facility and may need to seek protection
under Chapter 11 of the Bankruptcy Code." The company's dancing
near default, F&D Reports observes.


LERNOUT & HAUSPIE: Creditors Tap Chanin As Financial Advisor
------------------------------------------------------------
Lernout & Haspie Speech Products N.V. et al. sought authority to
retain and employ Chanin Capital Partners LLC as financial
advisor for the Official Committee of Unsecured Creditors of
Dictaphone Corporation.

Chanin will render the following professional services:

      * Review and analyze the financial and operating statements
        of the debtors and Dictaphone;

      * Evaluate the assets and liabilities of Dictaphone;

      * Review and analyze Dictaphone's business and financial
        projections;

      * Determine a theoretical range of values for Dictaphone;

      * Assist the Dictaphone Committee in developing,
        evaluating, structuring and negotiating the terms and
        conditions of all potential plans of reorganization;

      * Estimate the value of securities, if any, that may be
        issued to unsecured creditors under any such plan;

      * Provide expert testimony with regard to valuation and
        recoveries to unsecured creditors of Dictaphone under any
        such plan;

      * Assist the Dictaphone Committee in identifying and
        evaluating potential acquisition candidates, negotiating
        with potential acquirers, and evaluating the sales
        process for the sale of Dictaphone in whole or in part;

      * If requested, assist the Dictaphone Committee in
        developing alternative plans including contacting
        potential plan sponsors; and

      * Provide the Dictaphone Committee with other and further
        financial advisory services with respect to Dictaphone,
        including evaluation, general restructuring and advice
        with respect to financial, business and economic issues,
        as may arise during the course of the restructuring as
        requested by the Dictaphone Committee.

The firm will be paid $125,000 per month and reimbursement of
expenses. Upon substantial consummation of a plan of
reorganization, a success fee equal to 1% of the Aggregate
Consideration distributable to unsecured creditors of Dictaphone
in these cases.


LOEWEN GROUP: Blalock-Coleman Sells Funeral Home In Kentucky
------------------------------------------------------------
Debtor Blalock-Coleman Funeral Home, Inc. sought the Court's
authority to:

      (a) sell, pursuant to section 363 of the Bankruptcy Code,
certain assets used in connection with the funeral home business
at Blalock-Coleman Funeral Home (3474), 713 South 4th Street,
Murray, KY 42071 to York Funeral Home (the Purchaser), with whom
the Selling Debtor is in dispute about lease matters pertaining
to the Sale Location;

      (b) assume and assign, pursuant to section 365 of the
Bankruptcy Code, the executory contracts and unexpired leases to
York Funeral (1 Trust Management Agreement, 1 Investment
Management Agreement, 1 lease and 1 sublease);

      (c) enter into the Mutual Release and Settlement Agreement,
pursuant to Rule 9019 of the Bankruptcy Rules.

The Purchaser and Selling Debtor are engaged in disputes over
whether:

      (1) the Selling Debtor's Lease of the Sale Location
property from Kelvin R. York and Keith S. York (the Landlords)
terminated before the Petition Date or, alternatively, grounds
existed for the Landlords to terminate the Lease postpetition;
and

      (2) the Selling Debtor owes the Landlords, who are the
principals of the Purchaser, certain amounts under the Lease.

The consideration for the transfer of the business consists of
(a) the Purchaser's assumption of the liabilities and
obligations of the Selling Debtor under the Assignment
Agreements, (b) $85,000 in cash and (c) the Purchaser's entry
into the Settlement Agreement.

Upon execution of the Agreement, the Purchaser will pay to the
Seller $4,250 immediately available funds which will be subject
to the terms and provisions of the Escrow Agreement and will be
applied to the Purchase Price at closing. The Deposit is
refundable upon termination of the Agreement as provided in the
Agreement, only if the Purchaser is not then in breach of the
Agreement.

The Debtors believe that the consideration is fair and
reasonable. Moreover, the Debtors have concluded that the
proposed sale of the Business will maximize the realizable value
of the Business. The Debtors have determined that the continued
operation of the Business is inconsistent with their long-term
business plan. The Debtors' other approximately 55 locations in
the State of Kentucky were sold as part of the Debtors'
Disposition Program.

The proposed transaction will result in:

      -- the Settlement Agreement which brings final resolution
to the disputes between the Selling Debtors and the Purchaser
with respect to the Lease;

      -- the receipt of an $85,000 in cash and the release of all
claims that the Purchaser and its affiliates may have against
the Selling Debtor and its affiliates.

          Liens, Claims, Encumbrances and Other Interests

The Selling Debtor noted that, under section 363(f) of the
Bankruptcy Code, a debtor may sell property of the estate free
and clear of all liens, claims, encumbrances and other interests
if:

      (a) such a sale is permitted under applicable nonbankruptcy
          law;
      (b) the party asserting the Property Interest consents to
          the sale;
      (c) the Property Interest is a lien and the aggregate
          purchase price exceeds the value of the lien;
      (d) the Property Interest is subject to a bona fide
          dispute; or
      (e) the party asserting the Property Interest could be
          compelled, in a legal or equitable proceeding, to
          accept a money satisfaction for such interest.

The Debtors believe that any Property Interests asserted in or
against the Business would be subject to money satisfaction or
would meet one of the other section 363(f) requirements.
Accordingly, the Debtors seek authority to sell the Business
free and clear of any Property Interests. To the extent that any
Property Interests are in fact asserted in or against the
Business, these Property Interests will attach to the net
proceeds of the proposed sale with the same validity and
priority as they attached to the Business.

           Assumption and Assignment of Agreements

The Debtors believe that the assumption and assignment of
agreements as proposed is a necessary component of the proposed
sale of the Business. In addition, the Debtors do not believe
that they could market the Assignment Agreements outside of the
context of a sale of the Business. In the Selling Debtor's
business judgment, it is in the best interests of the Debtors'
estates to assume the Assignment Agreements and assign each of
these agreements to the Purchaser. The Debtors do not think that
there are any monetary defaults or cure costs associated with
the assumption and assignment of the Assignment Agreements.

               The Settlement Agreement

The primary terms of the Settlement Agreement include, among
other things:

(1) Mutual Release

     The Seller and the Purchaser each releases the other from
any claim arising out of or in connection with the Lease, except
for a claim resulting from material non-performance of its
obligations under the Asset Purchase Agreement or the Management
Agreement

(2) Covenant Not to Sue: Waiver

     Each Party covenants not to take any action or other
proceeding based upon any Claim which is being released by this
Agreement.

(3) Indemnification

     Each party indemnifies the other against any suit, demand or
cause of action asserted with respect to any Claim released by
this Agreement or any Claim resulting from any breach of any
covenant, representation, or warranty in this Agreement.

(4) Termination of Lease

     Upon execution and delivery of the Settlement Agreement, the
Lease will terminate.

In the exercise of their business judgment, the Debtors believe
that the proposed sale of the Business to the Purchaser on the
terms set forth in the Purchase Agreement is in the best
interest of the respective estates and creditors. (Loewen
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOGOATHLETICS: Bankruptcy Court Fixes May 31 Bar Date
-----------------------------------------------------
By order of the Honorable Mary F. Walrath, US Bankruptcy Court,
District of Delaware, all creditors holding or wishing to assert
pre-petition claims against LogoAthletics are required to file
such claims, at or before 4:00 PM, May 31, 2001.


LTV CORP.: Court Approves Proposed Bid Protection For Wellspring
----------------------------------------------------------------
The Debtor VP Buildings, Inc., and its debtor affiliates VP-
Graham, Inc., Varco Pruden International, Inc., and United
Panel, Inc., four of The LTV Corporation Debtors, asked Judge
Bodoh to approve certain bid protections for the leading
prospective purchaser of substantially all of the assets of the
Sellers and certain of their nondebtor affiliates. The Sellers
told Judge Bodoh they are currently in the market to sell
substantially all of the VP Assets. After preliminary
discussions with prospective purchasers of the VP Assets over
the law few months, one interested buyer, Wellspring Capital
Partners II, LP, has emerged as the leading bidder for the VP
Assets and has delivered a nonbonding bid letter to the Sellers
in which it proposes to acquire substantially all of the assets
of the four Debtors, and those of Graham FRP Composites, Ltd.,
relating to the business of the VP entities which engineers,
manufactures, sells and distributes pre-engineered metal
building systems, including equipment for production, consisting
of frames, walls, and roofs, finishes and insulation systems and
architectural roofing products, components, and other roofing
products (including via equity investments in joint ventures in
Mexico and Brazil) and owns and licenses software and other
proprietary information technology, including without limitation
the VP Command System and the New Business System, for
customizing the construction of the buildings.

Wellspring proposed to pay the purchase price of $150,000,000
for these assets, together with the assumption of certain
liabilities. The purchase price is composed of:

      (a) $115,000,000 in cash, comprised of (i) $65,000,000
drawn on a bank facility, and (ii) an equity contribution by
Wellspring of not less than $50,000,000.

      (b) $35,000,000 of notes to be issued by Wellspring in
connection with the purchase.

In addition, there will be a dollar-for-dollar, two-way post-
closing purchase price adjustment based upon the difference
between assets, including current assets and property, plant and
equipment, but excluding all other assets including investments
in joint ventures, intangible pension assets, goodwill and other
intangibles, minus total liabilities, and $111,785,000.

Wellspring has indicated, however, that it will not proceed with
the final, confirmatory due diligence phase of the transaction
and negotiation of definitive documents without receiving
certain bid protections which would become due and payable only
upon the occurrence of certain conditions. These protections
are:

      (a) Proposal Fee. To compensate Wellspring for the
substantial expenses incurred in connection with the initial due
diligence that led to the Wellspring proposal, Wellspring has
required a proposal fee of $250,000 in cash, which shall be
fully earned, non-refundable, and payable upon the entry of an
order approving the bid protections contained in this Motion;
provided, however, that if Wellspring terminates the Wellspring
proposal, or otherwise indicates that it is no longer willing to
proceed on the basis of the Wellspring proposal, during the
period prior to entry of the Order, Wellspring will refund
$175,000 of the proposal fee to the Sellers, but will in all
events be entitled to retain $75,000 of the proposal fee.

      (b) Capped Expense Reimbursement. In addition, Wellspring
requires the capped reimbursement of its reasonable out-of-
pocket expenses, including (i) fees and disbursements of
attorneys, accountants and other advisors retained by
Wellspring, incurred in connection with due diligence and the
negotiation of definitive documents relating to the purchase of
the VP Assets; and (ii) reasonable expenses, other than
commitment fees, incurred by the Buyer or its affiliates in
connection with obtaining a bank commitment.

Wellspring already has incurred substantial expenses in
connection with its initial due diligence that led to the
Wellspring proposal, and will incur significantly more expenses,
including expenses related to outside consultants and other
professionals, travel and other related items, as part of its
confirmatory due diligence and the drafting, review and
negotiation of an asset purchase agreement with the Sellers.
Accordingly, the Capped Expense Reimbursement is being sought to
protect Wellspring from substantial losses in the event that it
is not the successful purchaser of the VP Assets. Accordingly,
if, prior to June 1, 2001, any of the Sellers or LTV terminate
the Wellspring proposal, or otherwise indicate that they are no
longer willing to proceed on the basis of that proposal, between
the date that an order is entered approving the bid protections
described in this Motion and the date that Wellspring delivers
its commitments, described as the Interim Period, Wellspring
will be entitled to a Capped Expense Reimbursement of up to
$250,000, to the extent that the Capped Expense Reimbursement
exceeds the Proposal Fee; provided that if the Sellers or LTV do
not terminate the Wellspring proposal prior to Wellspring's
obtaining a bank commitment, Wellspring will be entitled to a
Capped Expense Reimbursement of up to an additional $250,000 on
account of the commitment fee for the bank commitment, for a
total aggregate Capped Expense Reimbursement of $500,000. If
Wellspring fails to provide the Sellers with commitments by June
1, 2001, Wellspring will not be entitled to any Capped Expense
Reimbursement.

After an asset purchase agreement has been executed, Wellspring
will be entitled to the above Capped Expense Reimbursement, plus
an additional $250,000 Capped Expense Reimbursement, for a
maximum aggregate Capped Expense Reimbursement of $750,000, only
if:

        (i) the Sellers determine to pursue a transaction other
            than the sale transaction contemplated by the
            Wellspring proposal; or

       (ii) The VP Assets will not be sold; or

      (iii) Wellspring terminates the asset purchase agreement in
            accordance with its terms due to a breach by Sellers
            of certain provisions of that agreement that will be
            mutually identified by Wellspring and the Sellers at
            a later date.

      (c) Termination Fee. After the asset purchase agreement has
been executed, Wellspring will be entitled to receive a
termination fee of $2,500,000, or 1.7% of the purchase price,
only if:

          (i) the Sellers determine to pursue a transaction other
              than the sale transaction contemplated by the
              Wellspring proposal; or

         (ii) The VP Assets will not be sold; or

        (iii) Wellspring terminates the asset purchase agreement
              in accordance with its terms due to a breach by
              Sellers of certain provisions of that agreement
              that will be mutually identified by Wellspring and
              the Sellers at a later date.

      (d) Overbid. The Debtors intend to conduct an auction of
the VP Assets. Wellspring has required that any bidding
procedures promulgated by the Sellers in connection with that
auction while Wellspring is the stalking horse bidder provide
for a minimum overbid of $5,000,000 over the purchase price,
with bid increments of $1,000,000 thereafter.

      (e) No Solicitation. Finally, Wellspring has required that
from the time that this Motion is filed until the date that an
order is entered approving the bid protections, neither the
Sellers, the Debtors, nor their representatives, advisors,
employees or agents shall (i) solicit any bid for the VP Assets,
or (ii) negotiate with or continue discussions with any bidder
other than Wellspring.

The Debtors advised Judge Bodoh they have agreed to provide
these bid protections to Wellspring because of its role as a
stalking horse bidder, that is, a bidder that submits an early
bid and absorbs the initial costs and consequences of bidding.
When the purchase agreement between the debtor and a stalking
horse is filed and the terms of the purchase agreement are
disclosed to all interested parties, it is anticipated that this
initial bid will generate higher and better offers. If the
debtor accepts a higher bid from a party other than the stalking
horse bidder, a breakup fee is customarily paid to the stalking
horse bidder to compensate that bidder for costs, including lost
opportunity costs, incurred as a result of its role as a
stalking horse bidder. The Sellers anticipate that the
preapproval of the bid protections sought by this Motion will
lead to the execution of an asset purchase agreement that will,
in turn, generate higher and better offers for the VP Assets,
thereby maximizing the value of those assets for the Debtor
Sellers' estates.

The Debtors claimed that the bid protections are the result of
arms' length negotiations among the Sellers and Wellspring and
are not tainted by self-dealing or manipulation, are designed to
assist, rather than hamper, the bidding process, and are
supported by the Noteholders Committee. Furthermore, in light of
the proposed purchase price, the Debtor Sellers believe that the
proposed termination fee is reasonable and consistent with
similar fees approved in other large Chapter 11 cases such as
Favorite Brands International Holdings Co., Integrated
Resources, Inc., Crowthers McCall Pattern, Inc., and Paragon
Trade Brands, Inc. Further, the Debtors assured Judge Bodoh that
the terms of these payments provide adequate safeguards to the
estates, and that the overbid reflects the minimum amount
necessary to satisfy the Proposal Fee, the Termination Fee, and
any Capped Expense Reimbursement, and provide additional value
to the Debtors' estates.

Accordingly, the Debtors believe that the bid protections will
not chill bidding for the VP Assets and will not unduly burden
these estates. The Debtors therefore asked that Judge Bodoh
approve these protections, subject to the terms and conditions
described in the Motion.

         Chase Manhattan Objects to the Termination Fee

The Chase Manhattan Bank, as Agent for the Postpetition Secured
Lenders, objected only to the proposed Termination Fee. Chase
told Judge Bodoh that the $2.5 million Termination Fee is ill-
defined and excessive. No such fee should be payable if the
Debtors merely determine to pursue a different transaction than
that of Wellspring, but arise only upon a closing of an
alternative transaction. Also, the Termination Fee is excessive
if the VP Assets are not, in fact, sold under an alternative
transaction. The Wellspring proposal already provides that if
the assets are not sold, Wellspring will be reimbursed for all
of its costs and expenses. A decision not to sell the assets
does not result in the same estate benefit as when the proceeds
of a higher bid are received. As such, any fee to Wellspring, in
addition to reimbursement of expense, must be substantially less
than $2.5 million.

         But the Unsecured Creditors' Committee Likes It

The Official Committee of Unsecured Creditors weighed in on the
Debtors' side, saying that although the Wellspring proposal is
not perfect from the Committee's perspective, the Committee
believes that the proposal is the best that is achievable under
the circumstances.

                      Judge Bodoh Rules

Judge Bodoh granted the Motion and overruled the objections to
it, specifically authorizing the Debtors to provide for a
minimum overbid of $5,000,000 over the purchase price, plus any
liabilities to be assumed by Wellspring under the asset purchase
agreement, with bid increments of $1,000,000 thereafter. (LTV
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MARINER POST-ACUTE: Agrees To Modify Stay For Insured Claim
-----------------------------------------------------------
The Mariner Post-Acute Network, Inc. Debtors agree and sought
and obtained the Court's approval to lift the automatic stay to
permit the prosecution and defense by Robert Meleski and MPAN of
the State Court Action related to Robert Meleski's allegedly
sustained injuries caused by MPAN or its subsidiaries at
Christopher East Health & Rehab. Center.

Pursuant to the Stipulation and Order,

      -- Claimant may enforce or execute upon any (a) settlement,
(b)judgment entered by a court of competent jurisdiction or (c)
other disposition of the underlying claims in the State Court
Action only to the extent such claims are covered by proceeds
from applicable insurance policies of the Debtors, only to the
extent permitted by such settlement, judgment or other
disposition;

      -- Claimant will not have any allowed claim against any of
the Debtors or their estates and will have no right to share in
any distribution from the Debtors or their estates, whether
under a plan of reorganization or otherwise;

      -- Claimant will not engage in any efforts to collect any
amount from any of the Debtors or any of the Debtors' current
and former employees, current and former ofticers and directors,
or any person or entity indemnified by the Debtors or listed as
an additional insured under any of the Debtors' liability
policies;

      -- Claimant will not file any proof of claim against any of
the Debtors and waives any and all claims for recovery against
the Debtors and entities as mentioned above;

      -- Any settlement of the State Court Action will include a
mutual general release of all claims;

      -- Claimant will not name as a defendant and, if already so
named, to dismiss with prejudice from the State Court Action any
of the Debtors' current and former employees, officers and
directors, and any person or entity indemnified by any of the
Debtors or listed as an additional insured under any of the
Debtors' liability policies.

      -- Claimant will not to amend the Complaint to name as a
defendant, or to file a separate lawsuit naming as a defendant,
any of these entities, asserting against such named defendant(s)
causes of action arising from the allegations, matters, acts,
omissions or assertions averred In the Complaint. (Mariner
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


METIOM: Cuts Jobs & Considers Filing For Bankruptcy
---------------------------------------------------
Business-to-business e-commerce software maker Metiom is
overhauling its business and plans to announce this week if it
will be acquired by another company or forced to file for
chapter 11 bankruptcy protection, according to CNET News.com.
The New York-based company laid off about 100 workers last week,
leaving only a skeleton crew to work with customers. The company
is talking to a possible buyer, but if that doesn't work out,
Metiom may have to file chapter 11 in order to restructure the
company around its existing electronic procurement customers,
chief executive Chris Wagner said. Metiom, formerly called
Intelisys Electronic Commerce, makes software for building
public marketplaces that connect manufacturers and suppliers
within a certain industry so they buy and sell goods online. The
company provides technology to Texas Instruments, Hasboro,
WesternGeco and Indiana's state government e-marketplace. (ABI
World, May 14, 2001)


MULTI-LINK: Defaults Payment On Westburg Media's $2.1 Mil Loan
--------------------------------------------------------------
Multi-Link Telecommunications, Inc. (Nasdaq: MLNK, MLNKW), a
provider of integrated voice messaging services, announced
results for the quarter ended March 31, 2001.

                     Overview

As previously reported, during the March quarter the company
said it took the difficult steps that were necessary to put
Multi-Link back onto a firmer financial footing and to refocus
efforts on its core business-messaging customer. It reduced its
cost structure through the closure of our residential sales
division.

In addition to the restructuring costs, the company has taken
non-cash charges of $1.76 million for permanent impairment of
goodwill.

Although its has not withdrawn its follow-on stock offering, due
to lack of activity in the capital markets it sees little
prospect of completing the offering at this time. The company
has therefore written off approximately $473,000 of costs
relating to equity-raising activities during 2000 and 2001 that
had previously been capitalized.

Mult-Link has also made other cost reductions in its B2B
businesses and corporate overhead expenses in order to provide
adequate operating cash flow to meet its debt service
obligations and operating needs for the next twelve months. As a
result of these measures, for the quarter ending June 30, 2001,
it expects to report revenues of approximately $2.8 million and
EBITDA higher than at any time in its history.

                 Second Fiscal Quarter Results

Revenues for the three months ended March 31, 2001, were
$2,782,000 compared to $3,051,000 for the same period in 2000, a
decrease of 9%. Gross profit margins decreased from 79% in 2000
to 74% for 2001 as the result of residential messaging services,
which yield lower gross profit margins than our business
customers. EBITDA decreased from $501,000 in 2000 to
$(2,525,000) in 2001. Net income (loss) in 2001 was $(4,960,000)
compared to a net profit in 2000 of $36,000. Fully diluted
earnings (loss) per share for 2001 was $(1.21) compared to
earnings of $0.01 in 2000.

Although the company is current on all indebtedness to all
lenders, as of March 31, 2001, it stated that it was not in
compliance with debt covenants on its $2.1 million working
capital loan from Westburg Media Capital LP. It received
covenant waivers extending through June 30, 2001, and expect to
be back in compliance with its debt service covenants in the
June quarter.

        About Multi-Link Telecommunications, Inc.

Multi-Link is a significant force within the U.S. messaging
services market, which is predicted by industry analysts to grow
to $10 billion over the next five years as Unified Messaging
replaces voice messaging. At present it provides advanced voice
messaging services to businesses and homes. To achieve this
market position the company acquires voice messaging subscribers
through a national industry consolidation plan, and then
transition customers to Unified Messaging services as market
demand for this service increases. By continuing with its
strictly defined acquisition plan, Multi-Link believes it will
be able to continue its profitable growth and it will be well
positioned to participate in the rapidly developing Unified
Messaging market in the future.


NAMIBIAN MINERALS: Closes Leviev Group Transaction
--------------------------------------------------
Namibian Minerals Corporation (Nasdaq: NMCOF)(NAMCO) announced
that the Leviev Group transaction closed last week following
shareholder and TSE approval and the subscription of US$15
million for 37.7 million common shares of the Company.

In addition, the Company's three Namibian subsidiary companies
were discharged from provisional liquidation last week. All
creditors in these companies have been compromised or are in the
process of being compromised in full and final settlement of
their claims.

MV Ya Toivo has resumed operation in Mining Licence 51 and the
Company estimates that the commissioning process for the Nam 2
seabed crawler mining tool and the MV Ya Toivo is more than half
complete, following delays due to the suspension of operations
during provisional liquidation. Before the provisional
liquidation, only eight weeks of commissioning had been
completed. An improvement in operational efficiency is expected
with improved operator familiarity, and fine tuning of the new
100 tons per hour DMS processing plant and of the new mining
tool.

The Company has lodged a US$5 million guarantee as part of the
agreement with the vessel owner to secure MV Ya Toivo.

The return to operation with the remaining vessels will take
place in stages throughout the year. The Company plans to resume
exploration in areas with thin sediment cover from MV Zacharias
before month end, prior to recommissioning the Wirth exploration
drill later in the year.

We are making progress in taking the Company forward, said
Chairman and CEO Alastair Holberton. We do not underestimate the
challenges but are committed to rebuilding value for our
stakeholders.


NET SHEPHERD: Restructures and Settles Debt With Vanenburg Group
----------------------------------------------------------------
Net Shepherd Inc. (CDNX: WEB) announced a restructuring of its
operations in an agreement with Vanenburg Group BV, its major
shareholder.

The ongoing difficult market circumstances for internet related
companies and weak economic conditions in the North American
markets have resulted in the inability of Net Shepherd to
attract the necessary funding for itself or for the development
of its operating subsidiaries (application companies), despite
diligent efforts. Over the past year, Net Shepherd and its
operating subsidiaries have been funded by loans from its major
shareholder, Vanenburg Group, in the amount of approximately US
$14.25 million. The independent directors have therefore
concluded that a restructuring, including settlement of the
debt, is in the best interests of shareholders.

Under the terms of the proposed restructuring, which is subject
to review by the Canadian Venture Exchange, Net Shepherd has
agreed to transfer to Vanenburg Group all of Net Shepherd's
interest in shareholder's loans to Answers, Inc. in Pasadena
(including the right to acquire the shares for no additional
consideration) and all of Net Shepherd's interest in
ClickChoice.com, Inc. in Atlanta (100% interest and
shareholder's loans). In exchange, Net Shepherd will receive US
$10,450,000, payable to Net Shepherd by means of US $450,000 in
cash and settlement of the outstanding loan from Vanenburg to
Net Shepherd in the amount of US $10 million. As a result, no
amounts will remain owing by Net Shepherd to Vanenburg Group. In
addition, the Software Development Agreement between Net
Shepherd and Vanenburg Group will be terminated and 7,925,000
common shares of Net Shepherd held by Vanenburg Group will be
cancelled.

The independent directors believe the consideration to be paid
by Vanenburg Group is in excess of the realizable market value
of the assets being transferred. In light of Net Shepherd's
current financial difficulty and the necessity to complete the
transaction quickly, it is not proposed to seek shareholder
approval for the restructuring.

Jan Baan and Wim Heijting, principals of Vanenburg Group, have
resigned as directors of Net Shepherd, subject to completion of
the restructuring. The restructuring is expected to be completed
by May 31, 2001.

Net Shepherd understands that Vanenburg Group has agreed in
principle to transfer its remaining common shares of Net
Shepherd. Potential purchasers of the shares include a company
controlled by John Trewhitt, a director of Net Shepherd who was
an advisor to the Vanenburg Group until April of 2000.
Net Shepherd also announces that Net Shepherd's independent
directors are reviewing the terms of the proposed sale of
Ktopia.

Following the restructuring, Net Shepherd will own approximately
15% of Fintech Services Ltd. (CDNX: FSL.A); approximately 30% of
Kinetiq Inc., a Calgary high-tech incubator; shared rights to
the intellectual property of ClickChoice.com Inc., including
developments in progress; the virtual community platform
developed by Net Shepherd; and an interest (the nature of which
is to be determined) in Ktopia.

Net Shepherd is simultaneously undertaking a private placement
to raise $500,000, upon terms to be determined, to be available
for new business or investments. A condition precedent to the
financing is the satisfactory settlement by Net Shepherd of its
liabilities. It is expected that the securities offered will be
acquired by institutional investors and by the independent
directors of the Company. Also, Net Shepherd expects to announce
a rights offering to its shareholders on terms similar to the
private placement. Both the proposed private placement and
rights offering are subject to regulatory approval.

Owen Pinnell, director, commented We are disappointed that Net
Shepherd has not been able to validate its business model and
has therefore been unable to attract funding for its existing
investments. Directors have shown their faith in the future of
the group by agreeing to subscribe for a portion of the
securities under the private placement and shareholders will be
given the opportunity to invest on similar terms in a possible
rights issue in conjunction with new investments.

An announcement on the future strategic direction of the group
will be made in due course.


PENN TREATY: Appoints William Hunt & John Underhill As New VPs
--------------------------------------------------------------
Penn Treaty American Corporation (NYSE: PTA), a leading provider
of long-term care insurance, announced the addition of two
highly experienced insurance executives to its senior management
team. William W. Hunt and John F. (Jeff) Underhill have joined
the Company as Senior Vice Presidents. Both positions are newly
created, and will report directly to Irving Levit, Chairman,
President and CEO of Penn Treaty.

In his new position as Senior Vice President of Finance, Mr.
Hunt, age 41, will be responsible for developing and executing
corporate strategies to continue Penn Treaty's growth while
meeting its financial and shareholder value objectives. He was
most recently Vice President and Chief Financial Officer of the
Individual Life Insurance unit of Prudential Insurance Company
of America. He previously held corporate planning
responsibilities at Provident Mutual Life Insurance Company,
after serving in financial management roles at Advanta
Corporation, Covenant Life Insurance Company and Reliance
Insurance Companies. Mr. Hunt, a Certified Public Accountant,
began his career as an auditor with Touche Ross & Co. His
academic background includes an M.B.A. from Widener University
and a B.S. degree from St. Joseph's University in Philadelphia.

Mr. Underhill, age 55, as the Company's new Senior Vice
President of Long Term Care, has taken on senior management
responsibilities for the Company's long-term care insurance
operations. For the past 12 years, he has been an executive with
General & Cologne Re, most recently as President of its
Insurance Management Services (IMS) division, a unit dedicated
to development, marketing and administration of long-term care
insurance products. Earlier, he held management positions with
Colonial Penn Life Insurance Company and Fireman's Fund American
Life Insurance Company. The author of articles on long-term care
risk management, he holds a Master's Degree from Millersville
University and a B.A. from Eastern College.

As Penn Treaty looks to continue its growth and leadership in
the long-term care market, while strengthening its financial
foundation, the addition of experienced and talented managers
such as Bill Hunt and Jeff Underhill to our existing team of
senior executives, including Cameron Waite, Chief Financial
Officer, and Jim Heyer, Chief Operating Officer, will help move
us toward our goals. Together, they represent nearly 45 years of
insurance industry expertise, and each has a superb track record
of accomplishment in building and managing substantial
operations. We are tremendously enthusiastic about the
contributions they will make to our future success, said Penn
Treaty CEO Irving Levit.

PTA, through its wholly owned direct and indirect subsidiaries,
Penn Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance
Company of New York, Penn Treaty (Bermuda), Ltd., United
Insurance Group Agency, Inc., Network Insurance Senior Health
Division and Senior Financial Consultants Company, is primarily
engaged in the underwriting, marketing and sale of individual
and group accident and health insurance products, principally
covering long-term nursing home and home health care. PTA is
licensed to conduct business in 50 states and the District of
Columbia.


PILLOWTEX: Lenders Find Retention Of 2 Finance Firms Unnecessary
----------------------------------------------------------------
Bank of America, N.A. as agent for Pillowtex Corporation's
Lenders, objected to the Official Committee of Unsecured
Creditors' application to retain BDO Seidman as Accountant. John
H. Knight, Esq., at Richards Layton & Finger, P.A. in Delaware,
clarified that, while the Lenders do not object to the
Committee's proposed retention, because they find the
application to be reasonable and acknowledge the fact that a
committee will need some accounting or financial service to aid
it perform its statutory duties, sadly, the Lenders find the
retention of two professionals unnecessary. The Lenders are
opposed and object to the combined retention of BDO Seidman
performing accounting services and, Houlihan providing financial
advisory services because it is unnecessarily duplicative and
will only cause unnecessary expense to the Debtors' estates.

Mr. Knight told Judge Robinson that the applications for both
firms acknowledge the duplication of effort but charge that this
is necessary unavoidable. The Lenders disagreed and believe that
the duplication is unnecessary and can and should be avoided.
The Lenders argued that Houlihan or BDO Seidman should have the
experience, expertise and personnel to perform the Committee's
financial advisory and accounting services. If neither firm has
the required expertise, the Committee should seek a third-party
source capable of satisfying its needs. The applications, the
Lenders charge, fail to provide justification for hiring both
firms.

The Lenders charged that the Committee has eliminated any
ability for parties-in-interest to monitor the duplication of
services between the two firms because Houlihan is not required
to keep time records, making it impossible to determine the
extent of any duplication. This makes the Committee's request
unreasonable and warrants disapproval by the Court. (Pillowtex
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PRANDIUM INC.: Michael Malanga Joins Board of Directors
-------------------------------------------------------
Prandium, Inc. (OTC Bulletin Board: PDIM) announced that Michael
E. Malanga has joined its board of directors bringing the total
board membership to six. Mr. Malanga, is Prandium's executive
vice president for corporate development.

Kevin S. Relyea, president, chief executive officer and chairman
of Prandium, Inc., commented on the latest addition, I am
pleased that Mike has agreed to serve on Prandium's board. His
depth of experience in the food service business and knowledge
of Prandium brings an added dimension to the new board we have
formed.

Mr. Malanga, 47, joined the company at its inception as Director
of Mergers and Acquisitions and has previously held the
positions of Vice President and Senior Vice President. Mr.
Malanga, promoted to his current position in March 1998,
oversees Prandium's development, real estate, lease
administration, design and construction, and franchising
functions. During his tenure with the company, Malanga has
consummated numerous real estate and sale/leaseback financing
transactions and has been involved in various company
acquisitions. Malanga earned a bachelor of science degree in
business administration from the University of Southern
California.

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


PROFIT RECOVERY: Inks Covenant Waiver with BofA-Led Syndicate
-------------------------------------------------------------
Profit Recover Group International, Inc. maintains a $200.0
million senior bank credit facility that is syndicated between
nine banking institutions led by Bank of America as agent for
the group. Subject to adherence to standard loan covenants,
borrowings under the credit facility are available for working
capital, acquisitions of other companies in the recovery audit
industry, capital expenditures and general corporate purposes.
As of March 31, 2001, the Company had $154.1 million in
outstanding principal borrowings under its credit facility.

As of March 31, 2001, the Company was not in compliance with the
fixed charge coverage financial ratio covenant in its bank
credit facility agreement. Under the current Credit Agreement,
as amended, financial ratio covenants are calculated on a
trailing four-quarter basis without giving effect to SEC Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements." During the first quarter of 2001, Meridian, one of
the Company's discontinued operations, achieved revenues and
earnings on a pre-SAB 101 basis which were significantly below
expectations and were the principal causes of the non-
compliance. The existing covenant violation was waived by the
Banks effective March 31, 2001 through the execution, on May 9,
2001, of an amendment to the Credit Agreement. In connection
with the waiver of this covenant violation, the Banks and the
Company also amended the Credit Agreement to relax certain
financial ratio covenants applicable to the second and third
quarters of 2001. The Company currently forecasts that it will
satisfy the revised financial ratio covenants of the Credit
Agreement for at least the next four calendar quarters.

Notwithstanding the Company's current forecasts, no assurances
can be provided that these or other violations of the Credit
Agreement will not occur in the future or that, if such
violations occur, that the Banks will not elect to pursue their
contractual remedies under the Credit Agreement, including
requiring the immediate repayment in full of all amounts
outstanding. There can also be no assurance that the Company can
secure adequate or timely replacement financing to repay its
Banks in the event of an unanticipated repayment demand.

In addition to waiving and revising certain financial ratio
covenants, the May 9, 2001 amendment to the Company's Credit
Agreement also eliminated the Company's right to repurchase its
common stock, increased applicable interest rates to more
closely reflect current rates being charged in the syndicated
loan market, and provided for permanent future reductions to the
$200.0 million facility size as net proceeds from future sales
of the discontinued operations are applied to reduce outstanding
bank borrowings. If maximum future permanent credit facility
reductions are achieved, the credit facility will have a revised
capacity of $125.0 million.


RAYTECH CORPORATION: Publishes First Quarter Results for 2001
-------------------------------------------------------------
Raytech Corporation (NYSE: RAY) announced net income for the
thirteen-week period ended April 1, 2001 amounting to $1.7
million or $.49 per basic share as compared to $4.8 million or
$1.38 per basic share for the prior year first quarter. The
results were impacted by the severely reduced production of
vehicles in the North American market. Sales in the first
quarter of $55.2 million were $12.3 million less than the prior
year amount of $67.5 million, a reduction of 18%.

We observed the early warning signals noted in the fourth
quarter of 2000 and took action in anticipation of the
production cuts by the automobile manufacturers. We reduced both
hourly and salaried personnel and reduced production schedules
in order to control costs, said Albert Canosa, President and
Chief Executive Officer of Raytech Corporation. Mr. Canosa went
on to say, We reduced our administrative expenses $1.0 million
or 11% in the first quarter 2001 compared to the prior year
first quarter and have introduced additional cost containment
programs throughout the Company.

Results relating to segment performance show the Wet Friction
segment recorded sales during the first quarter of 2001 of $37
million compared to $47.2 million in the comparable prior year
first quarter, a decrease of $10.2 million. As noted above, the
sales were significantly impacted by the reduced production of
vehicles in the North American market. The production is
estimated to be lower by 20% period-over-period. The Aftermarket
segment recorded sales of $13.1 million, which was $1.9 million
less than the comparable prior year quarter. This 12.7%
reduction reflects the slow economy and stronger inventory
management at the customer level. The Dry Friction operation
recorded sales of $8.1 million, which was less than the
comparable prior year quarter amount of $8.7 million by $.6
million. The reduced sales in U.S. dollars were substantially
caused by currency translation.

The outlook for the remainder of 2001 is difficult to foresee at
this time. The erratic production schedules of the North
American vehicle producers will hopefully become clearer by the
end of the second quarter, Mr. Canosa stated. We continue to
develop new products for our existing markets and to explore
opportunities to take our technology to new markets. We
successfully emerged from bankruptcy in April 2001 and look
forward to the new opportunities that lie ahead.

Raytech Corporation is a recognized world leader in the
production of wet and dry clutch, power transmission and brake
systems as well as specialty engineered polymer matrix composite
products and related services for vehicular applications,
including automotive OEM, heavy duty on-and-off highway vehicles
and aftermarket vehicular power transmission systems.

Through three technology and research centers and six
manufacturing operations worldwide, Raytech develops and
delivers energy absorption, power transmission and custom-
engineered components focusing on niche applications where its
expertise and technological excellence provide a competitive
edge.

Raytech Corporation, headquartered in Shelton, Connecticut,
operates manufacturing facilities in the U.S., Germany, England
and China as well as technology and research centers in
Michigan, Indiana and Germany. The Company's operations are
strategically situated in close proximity to major customers and
within easy reach of geographical areas with demonstrated growth
potential.

Raytech common stock is listed on the New York Stock Exchange
and trades under the symbol RAY. Company information may be
accessed on its Internet website http//www.raytech.com.


RAYTHEON: Says WGI's Bankruptcy Won't Impact Cash Flow Outlook
--------------------------------------------------------------
Raytheon Company (NYSE: RTNA, RTNB) said that the bankruptcy
filing by Washington Group International (WGI) will not affect
the company's cash flow outlook for 2001. In its most recent 10-
K and 10-Q filings, the company disclosed four categories of
exposure with respect to the sale of its engineering and
construction business to WGI. The company's cash and earnings
exposure is consistent with those prior disclosures.

Washington Group's bankruptcy shouldn't come as a surprise, said
Raytheon Senior Vice President and General Counsel Thomas D.
Hyde. What is most important for us is successfully managing to
completion the projects they abandon and that we have
guaranteed. It doesn't matter whether they abandon the projects
before filing bankruptcy or after.

After WGI announced in March that it had severe liquidity
problems, Raytheon disclosed a potential liability of up to $450
million for 50 construction projects for which it has
performance guarantees. The company recorded a charge of $325
million in the first quarter for two of those projects; the
estimated cash exposure for the remaining projects is $125
million.

Raytheon's estimated range of cash exposure with respect to the
guaranteed projects, which is based on the company's best
judgment and analysis of information provided by WGI, assumes
that WGI abandons all 50 of the projects. To date, WGI has
abandoned only two: a 1,600-megawatt power plant in Everett,
Mass., and an 800-megawatt power plant in Weymouth, Mass.
Raytheon has hired Duke Fluor Daniel to complete those projects,
which are being developed by Sithe Energies. As previously
disclosed, detailed estimated costs to complete the two projects
are being prepared by Duke Fluor Daniel.

With headquarters in Lexington, Mass., Raytheon Company is a
global technology leader in defense, government and commercial
electronics, and business and special mission aircraft.


RISCMANAGEMENT: Moves to Establish June 18 Claims Bar Date
----------------------------------------------------------
RISCmanagement, Inc. and RISCsoft, Inc. debtors are preparing to
file a plan of reorganization and the debtors need to establish,
with a degree of finality, the total amount of claims against
them for purposes of confirmation. The debtors request that the
court establish a bar of June 18, 2001 for the filing of all
claims in these proceedings.


RXREMEDY: StaffWriters Plus Now Owns HealthScout News Service
-------------------------------------------------------------
The HealthScout News Service, an internationally syndicated
daily consumer health news wire service, has been acquired by
StaffWriters Plus, Inc., a leading provider of editorial staff
and specialized content for corporations and news organizations.

Principals of StaffWriters Plus, a Hauppauge, Long Island-based
provider of writers, editors, and content-development projects,
organized the purchase from RxRemedy, a Westport, CT.-based
company that had been in Chapter 11 bankruptcy since December
2000.

HealthScout news is already a major player in the consumer
health information field, and we've only just begun in making
our presence felt in this important area, said George Giokas,
President and CEO of StaffWriters Plus.

The HealthScout News Service will be part of a new company
called ScoutNews, LLC. Partners in the new firm will include
Giokas; StaffWriters Plus Vice President Andrew Sherman; David
Rouatt, who heads the HealthScout News Service's sales and
marketing efforts; and Barry Hoffman, the news service's editor-
in-chief.

Stories from the HealthScout News Service appear daily on
hundreds of major Internet sites, including Yahoo!,
USAToday.com, iWon, Bell South and Compuserve. HealthScout news
is also syndicated daily through The New York Times Syndicate to
more than 50 newspapers and broadcast outlets around the world.
In addition to its daily news stories, the HealthScout News
Service produces 11 disease and condition-specific newsletters a
week and a collection of daily health tips.

Although the wire service has been in operation only since
December 1998, it has won a number of awards for its reporting,
most recently a fellowship from the American Academy of
Neurology for a special series on epilepsy. The news service
also appears on the Web sites of major health-service companies,
such as AdvancePCS, Harvard Pilgrim, LifeGuard Health, Oxford
Health Plans, and Questium Health.

Giokas, who had been one of the top business editors at the Long
Island newspaper Newsday, started StaffWriters Plus in 1995. The
company's clients have included some of America's top
communications organizations, including CNBC.com, the Bloomberg
News Service, The Associated Press, Newsday and The Tribune
Company. Other major business clients have included
PricewaterhouseCoopers, Office.com, Towers Perrin, Computer
Associates, KPMG and Merrill Lynch.


SABRATEK CORP: Court Confirms Second Amended Joint Plan
-------------------------------------------------------
By order entered on April 19, 2001, the Honorable Mary F.
Walrath, US Bankruptcy Court, District of Delaware, confirmed
the second amended joint plan of liquidation of Sabratek
Corporation and its debtor affiliates. Under the plan, all
assets of the estates are to be liquidated and converted to cash
(or abandoned). As to CMS and LifeWatch, substantially all of
their assets already have been liquidated, and the cash proceeds
will revest in their respective post-confirmation estates and be
distributed to creditors in order of their priority.


SAMSONITE CORP.: Shareholders To Convene In Colorado On June 18
---------------------------------------------------------------
The Annual Meeting of Stockholders of Samsonite Corporation will
be held in the Hilton Garden Inn - Denver Airport, 16475 East
40th Circle, Aurora, Colorado on June 18, 2001, at 10:00 A.M.
local time for the following purposes:

      (1) To elect four Class III directors for a term of three
          years and until their successors are elected and
          qualified;

      (2) To amend the 1996 Directors' Stock Plan to provide for
          additional shares of Common Stock available for
          issuance under the plan and to extend the term of the
          plan;

      (3) To approve and ratify the appointment of KPMG LLP as
          independent auditors for fiscal 2002; and

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

Stockholders of record at the close of business on April 20,
2001 are entitled to receive notice of, and to vote at, the
meeting.


TELIGENT: Lenders Grant Waiver of Bank Amendment Through May 21
---------------------------------------------------------------
Teligent, a provider of broadband communications, was granted a
second waiver to an amendment and consent to its credit
agreement with The Chase Manhattan Bank, Goldman Sachs Credit
Partners, Toronto Dominion Bank and other lenders, providing an
extension until May 21, 2001.

The company is currently in negotiations with The Chase
Manhattan Bank and other lenders under the credit agreement
regarding its financial position.

If Teligent does not reach an agreement with its lenders before
the new May 21, 2001 deadline, the company will be in default
under the credit agreement and there can be no assurance that
Teligent would be able to obtain any additional waivers under
the credit agreement. The effectiveness of the waiver is also
conditioned on Teligent meeting a specific spending limit.

The company also announced that the NASDAQ stock market halted
the trading of its stock on Friday, May 11, 2001 at 9:03 a.m.
Eastern Time until the company satisfies the NASDAQ's request
for information. Teligent received notification from NASDAQ
regarding this event on the same day that it terminated
approximately 800 employees companywide in an effort to
streamline costs.

                      About Teligent

Based in Vienna, Virginia, Teligent, Inc. is a provider of
broadband communication services offering business customers
local, long distance, high-speed data and dedicated Internet
services over its digital SmartWave? local networks in major
markets throughout the United States.

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

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

Teligent is a registered trademark of Teligent, Inc. SmartWave
is an exclusive trademark of Teligent, Inc.


TOKHEIM CORP.: Moody's Assigns Post-Confirmation Debt Ratings
-------------------------------------------------------------
Moody's Investors Service assigned ratings to Tokheim
Corporation's reorganized debt obligations, after the company
emerged from Chapter 11 bankruptcy on October 20, 2000. These
are:

      (a) B3 rating to Tokheim's $47,765,000 new guaranteed
          senior secured bank reducing revolving credit facility
          with a final maturity of September 2005;

      (b) Caa1 rating to Tokheim's $36,508,368 guaranteed senior
          secured bank tranche A term loan with a final maturity
          of September 2005;

      (c) Caa2 rating to Tokheim's $100,668,187 guaranteed senior
          secured bank tranche B term loan with a final maturity
          of September 2005;

      (d) Caa3 rating to Tokheim's $100,000,000 guaranteed senior
          secured bank special term loan with a final maturity of
          September 2005;

      (e) Caa2 senior implied rating for Tokheim;

      (f) Caa3 senior unsecured issuer rating for Tokheim

The outlook is negative while approximately $285 million of debt
obligations are affected.

Accordingly, the ratings and negative outlook reflect Moody's
concerns regarding Tokheim's very high leverage and inadequate
interest coverage immediately following the October 2000
reorganization and revaluation of the company. The rating agency
stated that Tokheim needs to improve both its operations and
working capital management next year in order to instill
confidence that the company can remain viable with its new
capital structure, and can additionally realize an improved
degree of financial flexibility. Despite the fact that Tokheim
has done an impressive job of realizing cost-saving synergies
from its acquisition of the RPS Division of Schlumberger and has
been implementing various other cost-savings initiatives,
Tokheim's revenue base continues to suffer from a variety of
negative external factors that are showing limited signs of
near-term improvement, said Moody's.

Tokheim Corporation, headquartered in Fort Wayne, Indiana, is
one of the largest global manufacturers and servicers of
electronic and mechanical petroleum dispensing systems. On
August 28, Tokheim and its US subsidiaries filed a joint
prepackaged plan of reorganization pursuant to Chapter 11 of the
US Bankruptcy Code, after determining that the company would
have neither the operating nor financing resources available to
cover its scheduled senior subordinated interest payments coming
due on August 1, 2000. The bankruptcy court confirmed the
company's plan on October 4, 2000, and the plan became effective
on October 20, 2000.


UNITED ARTISTS: Releases 2001 First-Quarter Operating Results
-------------------------------------------------------------
United Artists Theatre Company announced the operating results
of its primary operating subsidiary, United Artists Theatre
Circuit, Inc. (UATC) for the 13 weeks ended March 29, 2001.

UATC's consolidated revenue for the thirteen weeks ended March
29, 2001, was $128.5 million, versus $125.4 million for the
thirteen weeks ended March 30, 2000. Earnings before interest,
taxes, depreciation and amortization (EBITDA) was $17.4 million
for the thirteen weeks ended March 28, 2001, versus $7.0 million
for the thirteen weeks ended March 30, 2000. EBITDA as a
percentage of revenue increased to 13.5% for the thirteen weeks
ended March 29, 2001, from 5.6% for the same period during 2000.

Exclusive of extraordinary items related to the Company's
reorganization under Chapter 11, UATC had net earnings of $1.1
million for the thirteen weeks ended March 29, 2001, as compared
to the $10.4 million loss for the thirteen weeks ended March 30,
2000.

The Company's Plan of Reorganization under Chapter 11 of the
U.S. Bankruptcy Court, which was filed on September 5, 2000, was
approved by the bankruptcy court on January 22, 2001. The Plan
was declared effective on March 2, 2001. The operating results
for the thirteen weeks ended March 29, 2001, include four weeks
of United Artists' operating results subsequent to the Effective
Date, and nine weeks of operating results prior to such date. As
such, the operating results for the thirteen-week periods ended
March 29, 2001, and March 30, 2000, is not comparative due to
the effect of the Company's reorganization on the results for
the four weeks ending March 29, 2001.

The Company said that UATC's EBITDA was positively impacted
during the thirteen weeks ended March 29, 2001, by a more
favorable film release schedule as compared to the same period
during 2000, as well as by the elimination and renegotiation of
certain theatre leases completed during the Company's
reorganization.

Commenting on UATC's operating results, Kurt Hall, President and
Chief Executive Officer, said: I am especially pleased by the
improvement in the Company's EBITDA margins and admissions per
theatre and screen. While much of this improvement relates to
the success of the film product released late in 2000 and early
in 2001, our operating results were also positively affected by
our corporate and financial restructuring, as well as the hard
work of our people during a very difficult time.

Mr. Hall concluded by saying: We look forward to working with
our new controlling shareholder, The Anschutz Corporation, to
further strengthen our asset base and our on-going operations.
With our lower leverage, improved liquidity and higher operating
margins, we are well positioned to defend and expand our key
market positions.

Through its primary operating subsidiary, UATC, United Artists
is a leading operator of motion picture theatres with 1,588
screens in 212 locations. As a result of the corporate
restructuring, United Artists is privately held and no longer
has outstanding public debt securities, and thus will no longer
publicly disclose its consolidated operating results. UATC
leases certain properties from a third party that has issued
publicly traded pass-through certificates.


VENCOR INC.: Goldman, Sachs & Co. Holds 12.9% Of Common Stock
-------------------------------------------------------------
Goldman, Sachs & Co. beneficially owns 2,013,490 share of the
common stock of Vencor, Inc. with shared voting and dispositive
powers. The amount held represents 12.9% of the outstanding
stock of the Company.


VENTAS INC.: Reports First Quarter Results
------------------------------------------
Ventas, Inc. (NYSE:VTR) announced that Funds From Operations
(FFO) for the three months ended March 31, 2001 totaled $21.1
million, or $0.31 per diluted share. FFO for the comparable
period in 2000 totaled $17.6 million, or $0.26 per diluted
share. Net income for the three months ended March 31, 2001 was
$10.6 million, or $0.15 per diluted share. Net income for the
three months ended March 31, 2000 was $2.7 million, or $0.04 per
diluted share after an extraordinary loss of $4.2 million, or
$0.06 per diluted share.

Our focus during the first quarter was on completing the
restructuring of our primary tenant so that it could emerge from
bankruptcy, Ventas President and CEO Debra A. Cafaro said. The
Plan of Reorganization for Kindred Healthcare (formerly Vencor,
Inc.) became effective April 20, 2001. With a creditworthy
tenant and reliable revenue stream in place, we have created an
excellent platform to further maximize shareholder value.

               Details Of First Quarter Results

Rental income for the three months ended March 31, 2001 was
$46.1 million, of which $45.4 million resulted from leases with
Kindred. Interest income totaled approximately $1.5 million and
was primarily the result of earnings from investment of cash
reserves during the quarter. Interest income is expected to
decline during the remainder of 2001 due to lower cash balances.
The Company's current cash balance, allowing for the payment of
May interest expense, is approximately $19 million.

Expenses for the quarter totaled $36.4 million, and included
$10.5 million of depreciation and $21.1 million of interest
expense. General and administrative expenses for the three
months ended March 31, 2001 totaled $2.5 million. Professional
fees for the quarter totaled $1.8 million. Legal and financial
advisory fees are anticipated to decline in the third and fourth
quarters of 2001 but may continue to be material.

First quarter results include a provision for income taxes based
on the Company's current estimate of 2001 taxable net income.
This provision is likely to fluctuate during subsequent quarters
depending on the Company's taxable net income for such quarter
and any changes in the Company's estimate of its equity stake in
Kindred.

First quarter results do not include any interest expense
related to the Company's settlement with the Department of
Justice, which will begin to accrue in the second quarter. For
financial reporting purposes, the Company will record interest
expense in 2001 of approximately $4.5 million related to the
government settlement.

The Company remains on track to achieve the FFO target
established in the Company's April 23, 2001 press release of
$1.08 to $1.12 per share. For the reasons mentioned above, FFO
in subsequent quarters is likely to be less than FFO during the
first quarter.

                        Assumptions

In estimating its 2001 net income, Ventas has assumed a value of
$20 million for its equity stake in Kindred. The value of
Kindred's equity will be included in the Company's 2001 taxable
income, although the amount is currently uncertain. The value
will ultimately be determined based on applicable laws,
regulations, advice from experts, appraisals, the trading
performance of the equity and other appropriate facts and
circumstances. In estimating its 2001 income for financial
reporting purposes, the value of Ventas' equity stake in Kindred
will be amortized as future rent over the weighted average
remaining term of the four Amended Master Leases with Kindred.

The valuation of Kindred's equity has been made solely for
purposes of estimating Ventas' 2001 income, and does not
necessarily reflect the actual value of such equity interest,
which may be higher or lower, or the price at which Ventas could
sell the equity interest. Based on the pricing of Kindred's
senior debt and subordinated debt immediately prior to the
Effective Date, the value of Ventas' equity stake in Kindred may
be higher than the $20 million assumed value.

The Company's FFO guidance is based on a number of additional
assumptions, including, but not limited to, the following:

Kindred performs its obligations under the four Amended Master
Leases covering 210 nursing homes and 44 hospitals and various
other agreements between the companies; no capital transactions
occur; Ventas' tax positions do not change; the Company's equity
stake in Kindred is ultimately determined to be valued at $20
million; Ventas does not incur any impact from new accounting
rule FASB 133 relating to derivatives; interest rates remain
constant; Ventas pays 90 percent of its taxable net income as a
dividend for 2001 and pays federal income tax on the remaining
10 percent of its taxable net income; and the total number of
the Company's diluted shares is unchanged.

Ventas, Inc. is a real estate investment trust whose properties
include 44 hospitals, 216 nursing facilities, and eight personal
care facilities in 36 states.


W.R. GRACE: Chase Asks Judge To Review Order re Trade Claims
------------------------------------------------------------
Pursuant to Rule 9023 of the Federal Rules of Bankruptcy
Procedure, The Chase Manhattan Bank, in its capacity as the
agent for the syndicate of prepetition lenders to W. R. Grace &
Co., asked Judge Farnan to take a second look at and reconsider
Judge Newsome's order allowing $34,000,000 to flow out to
prepetition trade creditors without oversight or according to
any predetermined standards.

Usually, Stephen H. Case, Esq., and Nancy L. Lazar, Esq., at
Davis Polk & Wardwell, told the Court, these types of orders
apply to Essential Trade Creditors rather than all trade
creditors. The Chase Syndicate is owed $500,000,000. Chase's
claims rank pari passu with the Trade Creditors. Why should they
get 100% recovery while Chase will get who-knows-how-much who-
knows-when?

Chase has no problem with the Debtors implementing a program to
incentivize those vendors who are critical to the Debtors'
ongoing business to continue to supply critical goods and
services to the Debtors under customary trade terms. That's
normal and that's what Chase would expect to see in a case like
W.R. Grace's. Grace's Management also told Chase that, if a
program were crafted that way, they would only disburse about
$4,500,000 to Essential Trade Creditors.

Chase's lawyers advised Judge Farnan that it reserves all rights
to seek disgorgement of any payments made pursuant to the Vendor
Order and Chase submitted that it has preserved these rights by
demanding in writing and by phone that the Debtors stop
immediately making all payments under the Vendor Order approved
by Judge Newsome. (W.R. Grace Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WASHINGTON GROUP: Files Chapter 11 Petition & Plan in Nevada
------------------------------------------------------------
Washington Group International, Inc. (NYSE:WNG) has reached an
agreement in principle with its bank group steering committee on
a Plan of Reorganization for the Company.

To facilitate the reorganization, the Company and certain of its
subsidiaries filed the Plan along with voluntary petitions to
restructure under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Nevada in Reno.

Most of the Company's domestic subsidiaries are included in the
filing. Those entities excluded from the filing are all
Westinghouse Government Services Companies and related entities;
partially owned limited liability companies and joint ventures;
and foreign subsidiaries and affiliates.

The Plan provides that a significant amount of secured debt will
be exchanged for 100 percent of the equity in the reorganized
Company, and that certain unsecured trade creditors will be paid
in full in either the ordinary course of business or upon
confirmation of the Plan. In addition, the Plan provides that
the Company will fund a litigation trust to pursue the Raytheon
litigation, and that any net proceeds from the litigation will
be used to pay recoveries to impaired creditors, which will
include holders of the Senior Notes. It is unlikely there will
be any recovery for current holders of the Company's common
stock or holders of options or other rights to acquire the
Company's common stock. Implementation of the Plan is subject to
compliance with provisions of Chapter 11.

In addition, the Company announced it has received a debtor-in-
possession financing facility from a group of lenders led by
Credit Suisse First Boston sufficient to fund the Company's
ongoing operating needs during the restructuring.

Stephen G. Hanks, Washington Group's President, said, "The
restructuring agreement reached with our banks will permit
Washington Group to swiftly and efficiently move beyond the
period of uncertainty that has hung over the Company since our
March 2 announcement of near-term liquidity problems. Now, with
sufficient cash to fund operations going forward and provide
bonding capacity, we are in the process of returning this
Company to financial viability. We have made business
development a top priority during the pendency of the
restructuring process and expect to continue securing new
contracts.

Under the Plan, management will remain in place, daily
operations will continue as usual, our employees will be paid
and this business will move forward. We are absolutely focused
on serving our existing clients and continuing to secure new
business.

During the restructuring process, the Company will carry on its
business with clients, employees, subcontractors and vendors.
The Company believes that the restructuring agreement reached
with the Company's largest creditors will provide the Company
the stability necessary to complete contracts underway and to
pursue new opportunities.

On March 2, 2001, the Company announced that, due to Raytheon
Company's failure to comply with the terms of the April 2000
stock purchase agreement pursuant to which the Company acquired
Raytheon Engineers & Constructors (RE&C), the Company faced a
severe, near-term liquidity crisis. As a consequence, the
Company ceased certain activities on two power projects in
Massachusetts related to the RE&C acquisition. In addition, the
Company filed suit against Raytheon Company alleging fraud,
seeking rescission and, alternatively, unspecified damages for
breach of contract.

As part of the restructuring and in conjunction with the Plan,
the Company has asked the Court's authorization to pay certain
pre-petition, unsecured claims that relate to ongoing
businesses. Under the Plan, the Company should experience no
interruption in the flow of goods and services.

The Plan also contemplates that the Company will continue as an
integrated business organized around the same five market-
oriented operating units that it currently has in place:
Government, Industrial/Process, Infrastructure & Mining, Power,
and Petroleum & Chemical.

Washington Group International, Inc., is a leading international
engineering and construction firm with more than 35,000
employees at work in 43 states and more than 35 countries. The
Company offers a full life-cycle of services as a preferred
provider of premier science, engineering, construction, program
management, and development in 14 major markets: Energy,
environmental, government, heavy-civil, infrastructure and
mining, nuclear-services, operations and maintenance, petroleum
and chemicals, industrial process, pulp and paper,
telecommunications, transportation, and water-resources.


WASHIGHTON GROUP: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Washington Group International Inc., DE
              a.k.a. Morrison Knudsen Corporation, Washington
              Construction Group, Inc., Kasler Holding Company

Debtor affiliates filing separate chapter 11 petitions:

         Asia Badger, Inc.
         Badger America, Inc.
         Badger Energy Inc.
         Badger Middle East Inc.
         Catalytic Industrial Maintenance Co., Inc.
         CF Environmental Corporation
         Cia. Internacional de Ingenieria, S.A.
         Ebasco International Corporation
         Emkay Capital Investments, Inc.
         Energy Overseas International Inc.

         Gulf Design Corporation Inc.
         Harbert-Yeargin Inc.
         HCC Holding, Inc.
         Industrial Constructors Corp.
         Jackson & Moreland International Inc.
         McBride Ratcliff & Associates Inc.
         MK Aviation Services, Inc.
         MK Capital Company
         MK Construction, Inc.
         MK Nevada LLC

         MK Train Control, Inc.
         MK-Ferguson Engineering Company
         MK-Ferguson of Idaho Company
         MK-Ferguson of Oak Ridge Company
         Morrison Knudsen Corporation of Viet Nam
         Morrison Knudsen Leasing Corporation
         Morrison Knudsen Company, Inc.
         Morrison Knudsen Engineers, Inc.
         Morrison Knudsen Services, Inc.
         National Projects Southwest, Inc.

         National Projects, Inc.
         Pomeroy Corporation
         Raytheon Architects, Ltd.
         Raytheon Constructors International, Inc.
         Raytheon Engineering Quality Services Corporation
         Raytheon Engineers & Constructors (Aruba) Ltd.
         Raytheon Engineers & Constructors (Ireland) Ltd.
         Raytheon Engineers & Constructors (Panama) Ltd.
         Raytheon Engineers & Constructors (Russia) Ltd.
         Raytheon Engineers & Constructors (Trinidad & Tobago)
                Ltd.

         Raytheon Engineers & Constructors Latin America Inc.
         Raytheon Engineers & Constructors Middle East Limited
         Raytheon Engineers & Constructors Midwest Inc.
         Raytheon Engineers & Constructors Midwest LC
         Raytheon Nuclear Inc.
         Raytheon Quality Inspection Company
         Raytheon-Ebasco Indonesia Ltd.
         Raytheon-Ebasco Overseas Ltd.
         Raytheon-Ebasco Pakistan Ltd.
         Rust Constructors Inc.

         Rust Constructors Puerto Rico, Inc.
         Specialty Technical Services Inc.
         Stearns Catalytic Corporation
         United Engineers Far East Ltd.
         United Engineers International, Inc.
         United Mid-East, Inc.
         Washington Architects LC
         Washington Construction Corporation
         Washington Contractors Group, Inc.
         Washington Demilitarization Company

         Washington Electrical, Inc.
         Washington Group International, Inc. (OH)
         Washington Infrastructure Services, Inc.
         Washington International, Inc.
         Washington International LLC
         Washington Ohio Services LLC
         Washington Quality Programs Company
         Washington Catalytic, Inc. (OH)
         WCG Holdings, Inc.
         WCG Leasing, Inc.

         Yampa Mining Co.


Type of Business: The company is an international engineering
                   and construction firm. It offers a full life-
                   cycle of services as a preferred provider of
                   premier science, engineering, construction,
                   program management, and development

Chapter 11 Petition Date: May 14, 2001

Court: District of Nevada

Bankruptcy Case Nos.: 01-31626 through 01-31697

Judge: Gregg W. Zive

Debtors' Counsel: Jennifer A. Smith, Esq.
                   Lionel Sawyer & Collins
                   1100 Bank of America Plaza
                   50 W. Liberty St.
                   Reno, Nevada 89501
                   (775)788-8666

                       and

                   David S. Kurtz, Esq.
                   Skadden, Arps, Slate, Meagher & Flom
                   333 West Wacker Drive
                   Chicago, Illinois 60606-1285
                   (312)407-0700

Total Assets: $3,761,700,000

Total Debts: $3,297,800,000

Consolidated List Of Debtors' 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
United States Trust           Bonds               $313,200,000
Company of New York                               (estimated)
Christine C. Collins
212-852-1000
212-852-4626

Mitsubishi Heavy              Trade                $95,813,888
Industries Ltd.
Satoshi Manabe
5-1 Marunouchi
2-Chrome, Chiyuda-Ku
Tokyo, Japan
011-81-794-45-6325
011-81-794-45-6909

Toshiba International Corp.   Trade                $13,113,350
Hiroshi Kasagi
280 Utah Avenue
San Francisco, CA 94080
650-737-6673
650-737-6666

MK Gold Company               Litigation           $10,000,000
Frank Joklik
60 East South Temple
Suite 2100
Salt Lake City, UT 84111
801-297-6900
801-297-9650

Perini/Slattery,              Trade                 $5,557,947
Joint Venture
Mr. L. Tripp
430 Communipaw Avenue
Jersey City, NJ 07304
201-915-0006
201-434-0462

Industrial Co., Wyoming, Inc.  Trade                $5,004,337
Ken Hunsinger
164 Lost Cabin Road
Lysite WY 82642
307-876-2220
307-876-2241

Lexington Insurance Company     Litigation          $5,000,000
200 State Street
Boston MA
617-330-8248
617-439-0376

Seimens-Westinghouse Power      Trade               $4,954,707
Michael Robeson
Corp 4400
Alafaya Trail
Orlando, FL 32826-2399
407-736-5741
407-736-2116

INSCO Instrumentation           Trade               $4,165,000
Dennis Hernandez
Services, Inc.
PO Box 11953
San Juan, Puerto Rico 00922-1953
407-736-5741
407-736-2116

Boccard USA Corporation         Litigation          $4,000,000
2500 Galveston Rd.
Houston, TX 77017-1925
713-643-0681
713-643-4939

Cives Steel Company             Trade               $3,800,368
Ted Totten
8 Church Street
Gouvemeur, NY 13642
315-287-2200
315-287-4569

Mitsubishi Heavy Industries     Trade               $3,373,436
America Inc.
Satoshi Manabe
5-1 Marunouchi
2-ChromeChiyoda-Ku
Tokyo, Japan
011-81-794-45-6325
011-81-794-45-6909

Qualico Steel Co., Inc          Trade               $3,252,771
Harold Turner
State Highway 52
Webb, AL 36376
334-793-1290
334-671-8563

Marland                         Trade               $2,900,000
Mike Garcia
Road 127
KM 19.1
Panuela, Puerto Rico 00624
787-836-1616
787-836-5708

Superior Cable                  Trade               $2,699,205
Charles Rudd
150 Interstate N. Pkwy
Suite 300
Atlanta, GA 3033-2101
770-984-5566
770-984-5599

Anselmi & Decicco, Inc.         Trade               $2,615,236
Mr. H. Meyers, President
1977 Springfield Avenue
Maplewood, Nj 07040
973-762-3359
973-762-5918

Shaw Group                      Trade               $2,470,485
Al Halamay
P.O. Box 9337
Tulsa, OK 74157
1-800-538-7007
707-447-4641

J.F. White Contracting          Trade               $2,470,485
Company
Richard Blouin
10 Burr Road
Farmington MA 01701-4617
508-879-4700
617-558-0460

Lightning Electrical            Trade               $2,052,255
Keith Lightning
Construction Ltd.
44 New Borough
Wimborne, Dorset BH21 IRB
011-44-170-386-5890
011-44-170-386-6876

Interstate Construction Inc.    Trade               $1,816,975
Joel D. Leineke
3909 Security Park Drive
Rancho Cordova, CA 95746
916-351-0622
916-351-0950

Daelim Philippines, Inc.        Trade               $1,769,485
S K Shim
205 Don Pablo Bldg.
114 Amorsolo St.
Legaspi Village, Makati City
Metro Manila
011-63-43-300-7931
011-63-43-300-7939

Hitachi America                 Trade               $1,685,320
Fonda Fierre
Drawer CS 198310
Atlanta, GA 30384-8310
208-386-5216
208-386-5833

Precision Mech.                 Trade               $1,641,506
Todd Gray
505 Canaveral Groves
Blvd. Cocoa FL 3292
321-635-2064
321-635-202

ZBD                             Trade               $1,631,430
Vic Bochicchio
405 North Reo Street
Tampa, FL 33609
813-289-1520
813-282-8514

Railroad Construction           Trade               $1,403,343
Company, Inc.
Frank P. Mojorossy
75-77 Grove Street
Paterson, NJ 07503
973-684-0362
973-684-1355

Valley Electric                 Trade               $1,291,151
1716 South Hwy 99
Ernie Ward
Mt. Vernon, WA 96273-2096
360-424-6602
360-428-8948

Foster Wheeler                  Trade               $1,278,000
Fred M. Talmud
509 Glendale Ave.
East Niagara-On-The-Lake
Ontario LOS 1J0
908-730-400
908-713-2025

Motorola                        Trade               $1,254,720
Noel kirkaldy
One Continental Towers
1701 Golf Rd
Floor 5
Rolling Meadows, Il 6008
202-341-5780
202-341-5790

SWRI                           Trade                $1,213,796
Marian Keller
Culebra Road
PO Box Drawer 28510
San Antonio, TX 78228-0510
210-522-5815
810-461-6051

Alstom                         Trade                $1,184,753
Lou Costanzo
4 Skyline Drive
Hawthorne, NY 10532
914-345-5258
914-345-5114

Infilco Degremont Inc.         Trade                $1,138,766
Albert Pristera
2924 Emerywood Parkway
PO Box 29599
Richmond, VA 23229
804-756-7672
804-756-7830

Bond Brothers, Inc.             Trade               $1,094,216
Thomas O'Connel
Martin joyce
145 Spring Street
Everett, MA 02149-0002
617-387-3400
617-389-1412

Kinetics                        Trade               $1,079,750
Gary Hamilton
6220 South Orange Blossom Trail
Suite 507
Orlando FL 32809
407-850-5500
407-850-4656

ABB Combustion Engineering       Trade              $1,053,661
(now Alstrom Power Inc.)
Fritz Gautschi
2000 Day Hill Road
Windsor, CT 06095
860-285-6018
860-285-6017

KCI Compressor                   Trade                $978,457
(KCI, Inc.)
Ben Cooksey
99 Trophy Club Drive
Trophy Club TX 76262
817-430-5902
817-430-5903

Ershigs Inc.                     Trade                $959,091
George Davidson
Janet Bridges
300 Layton Street
Wilson, NC 27893
252-237-5371
252-237-7152

Harmon Industries, Inc.          Trade                $897,000
Stacey Coleman
1600 North East Coronado Dr.
Blue Springs, MO 64014
800-825-7090
816-224-1654

Industrial Design Corp.          Trade                $877,228
(IDC Plant Services Inc.)
Leo Michaud
2020 S W Fourth
Suite 300
Portland, OR 97201
503-224-6040
916-780-3086

Boston Properties                Landlord             $845,800
Paul Iannacone
502 Camegie Center
Princeton, NJ 08540
609-452-1444
609-452-1453

Gulf States                      Trade                $770,742
$$Clyde Sifford
6711 East Hwy 332
Freeport, TX 77541-3016
979-233-5555
979-233-3050

American Cast Iron Pipe          Trade                $767,155
M.J. Lyons
2930 North 16th Street
Birmingham, AL 35207
205-325-7815
205-325-8014

Environmental Air                Trade                $765,990
Systems, Inc.
William Bullock
521 Banner Ave
Greensboro, NC 27401
910-273-1975
910-378-9859

Millgard (SC)                    Trade                $763,999
Richard Millgard
12822 Stark Road
Livonia, MI 48151-6027
734-425-8550
734-425-0624

J.R. Insulation Sales            Trade                $706,000
And Service
Jose Ruiz
PO Box 10490
Ponce, Puerto Rico
00732-10490

Welliver McGuire Inc.            Trade                $688,019
4075 Hwy 49 South
Harrisburg, NC 28075
704-454-5500
704-454-5400

Bryant Electric                  Trade                $681,191
Landon McNeill
336-434-9242
336-861-1828
Tammy Allen
803-327-6136
803-327-3544
215 Balfour Drive
425 S Wilson
Rock Hill, NC 27263

Prospect Steel, Inc.              Trade               $656,301
Patrick Schueck
8900 Fourche Dam Pike
Little Rock, AR 72206
501-90-4200
501-490-4411

Nile Valley Constructors          Trade               $651,254
Samuel Megalla
Saad Zaghloul St.
Aswan, Egypt 20253
011-82-2-368-7941
011-82-2-368-6845

CCI                              Trade                $632,386
Ed Villalva
Stuart Carson
22591 Avenida Emprese
Rancho Santa Margarita, CA
92688
949-858-1877
949-858-1878

Raytheon Company                 Litigation            Unknown
Thomas Hyde
141 Spring Street
Lexington, MA 02173
(781) 860-2682
(781) 860-2924


WINSTAR COMM.: Obtains Approval of $300 Million DIP Financing
-------------------------------------------------------------
Winstar Communications, Inc. announced that the U.S. Bankruptcy
Court for the District of Delaware has issued a final order
approving the terms of its debtor-in-possession (DIP) bank
facility, which has an initial availability of up to $75
million, and which may be increased to as much as $300 million
upon the satisfaction of certain conditions. The DIP facility
will be used to fund the ongoing business operations of Winstar,
which filed a voluntary Chapter 11 petition on April 18, 2001.

William J. Rouhana, Jr., chairman and chief executive officer of
Winstar, said, We are pleased that we have received court
approval for this financing, which will contribute to our
ability to operate in the normal course of business during the
Chapter 11 case. As we continue to move ahead, we will stay
focused on providing enhanced broadband services to our
customers, and on maximizing the untapped potential of our
already existing, domestic built-out broadband network.


WTMW-TV: FTC Okays $30MM Sale Of Virginia Station To Univision
--------------------------------------------------------------
Univision Communications Inc., the Spanish-language television
giant, announced that the Federal Trade Commission (FTC)
approved its $30 million purchase price for WTMW-TV Channel 14,
a bankrupt independent station, according to The Washington
Times. Univision will use the Arlington, Va.-based station,
which filed for chapter 11 protection last year, to start a
second broadcast network in January. The Federal Communications
Commission (FCC) is expected to give final approval of the sale.
The station was part of a larger, $1.1 billion deal that the
trade commission endorsed last week. Univision bought 13 other
stations and took a minority interest in three others. (ABI
World, May 14, 2001)


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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


                            *********


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

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

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

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


                           *********


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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, 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
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.
Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

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

                      *** End of Transmission ***