TCR_Public/010523.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 23, 2001, Vol. 5, No. 101

                             Headlines

ABC-NACO: Secures Senior Subordinated Noteholders' Consent
ARTECH PRINTING: Bombardier Plans to Purchase Building
BURNHAM PACIFIC: Raises $14.3MM From Sale of Washington Center
DAY RUNNER: Sells Filofax Operations For $30 Million To Pay Debt
FAMILY GOLF: Seeks Court Approval to Pay Off $19.2 Mil DIP Loan

FARALLON CAPITAL: Equities this Vulture Held at March 31, 2001
FIRST WAVE: Seeks Extension of Exclusive Period To File Plan
FOUNTAIN VIEW: Plans To Talk To Lenders To Resolve Debt Issues
GENESIS HEALTH: Moves To Pay NeighborCare Arbitration Fees
HARNISCHFEGER: Bankruptcy Court Confirms Reorganization Plan

HEILIG MEYERS: B&C Investments Discloses 6.5% Equity Stake
HUMBOLDT BANCORP: Sacramento Unit to Wind Down Operations
ICG COMM.: Preferred Noteholders Contest Intercompany Claim
INTEGRATED HEALTH: Rejects 25 More Rotech Equipment Leases
KERAVISION: Sells All Assets for $1.03M to Addition Technology

LECHTERS INC.: Files Chapter 11 Petition In S.D. New York
LECHTERS INC.: Case Summary & 30 Largest Unsecured Creditors
LLS CORPORATION: Moody's Junks Packaging Company's Debt Ratings
LOEWEN: Bank One Trust Issues Notice Re Pass-Through Asset Trust
LOEWS CINEPLEX: Obtains Court Nod To Pay Film Fees

LTV: US Trustee Amends Unsecured Creditors' Committee Membership
LUCENT TECHNOLOGY: Alcatel Said to Be in Talks to Buy Company
MARTIN INDUSTRIES: Stock Moves to OTCBB After Nasdaq's Delisting
NATIONAL FINANCE: Trustee Plans to Sell Mortgage Lender's Assets
NORTHWESTERN STEEL: Intends To Shut Down And Looks For Buyer

NUMATICS INC.: Senior Subordinated Note Rating Drops to Caa2
OMNOVA SOLUTIONS: Fitch Places BBB- Senior Debt Rating On Watch
ONSITE ACCESS: Files For Chapter 11 Protection in Manhattan
OWENS CORNING: Opens New Cultured Stone Facility in S.C.
PACIFIC GAS: Engages Deloitte & Touche LLP As Accountant

PARACELSUS HEALTHCARE: Asks To Keep Documents Confidential
SAMES CORPORATION: French Subsidiary Files For Bankruptcy
SITHE INDEPENDENCE: Fitch Cuts Secured Bond Rating To BBB-
SPINCYCLE: Further Extends Restructuring Offer to June 4
STREAMSEARCH.COM: Files for Chapter 11 Bankruptcy Protection

STREAMSEARCH.COM: Chapter 11 Case Summary
TELIGENT INC.: Files Chapter 11 Petition In S.D. New York
TELIGENT INC.: Case Summary & 30 Largest Unsecured Creditors
ULTRA MOTORCYCLE: Files Chapter 11 Petition in C.D. California
US DIAGNOSTIC: May File For Bankruptcy If Unable To Cure Debt

W.R.GRACE: Paul Price Seeks Relief To Pursue Zonolite Litigation
WASHINGTON GROUP: Court Issues Injunction Against Raytheon
WHX CORPORATION: Posts $10.2 Million Net Loss For Q1 2001

* Meetings, Conferences and Seminars

                            *********

ABC-NACO: Secures Senior Subordinated Noteholders' Consent
----------------------------------------------------------
ABC-NACO Inc. (ABCR) announced that it obtained more than the
required consents from the holders of its outstanding Senior
Subordinated Notes to waive defaults and change certain
provisions of the notes. The amendments, among other things,
eliminate the Consolidated Net Worth maintenance covenant,
suspend the minimum Operating Coverage Ratio through December
31, 2001, change the Funded Debt incurrence covenant and
increase the annual interest on the notes by 1% beginning
January 1, 2002.

Vaughn W. Makary, President and CEO of ABC-NACO stated, "We are
very pleased with the support shown by our note holders. These
changes, place the Company in a much stronger position to work
through this difficult market period."

ABC-NACO is one of the world's leading suppliers of
technologically advanced products to the rail industry. With
four technology centers around the world, ABC-NACO holds pre-
eminent market positions in the design, engineering and
manufacture of high-performance freight car, locomotive and
passenger suspension and coupling systems, wheels and mounted
wheel sets. The Company also supplies railroad and transit
infrastructure products and services and technology-driven
specialty track products. It has 23 offices and facilities in
the United States, Canada, Mexico, Scotland, Portugal and China.


ARTECH PRINTING: Bombardier Plans to Purchase Building
------------------------------------------------------
Bombardier Inc. said it intends to use the 500,000-square-foot
building formerly occupied by Artech Printing Inc. in
Sturtevant, Wis. to make outboard engines, according to the
trustee overseeing Artech's bankruptcy, reported the Milwaukee
Journal Sentinel. Bombardier, which purchased engine-making
plants formerly operated by now bankrupt Outboard Marine Corp.
(OMC) last year, will use the plant to expand upon or replace
engine-making facilities it operates, but Bombardier executives
have yet to offer details of their plan.

Bankruptcy trustee Virginia George said the company indicated
its plans to purchase the facility when it sought authorization
to reject the lease between Artech and its landlord, First
Industrial Development Services. Bombardier has signed a letter
of intent to acquire the facility, but is still working out some
details. Bombardier, based in Montreal, is a diversified
manufacturer that brought in about $10.5 billion in revenue last
year. OMC declared bankruptcy in December. (ABI World, May 21,
2001)


BURNHAM PACIFIC: Raises $14.3MM From Sale of Washington Center
--------------------------------------------------------------
Burnham Pacific Properties, Inc. (NYSE: BPP) has closed on the
sale of the Design Market center located in Bellevue,
Washington. The Company sold the 88,487 square foot center for
an aggregate sales price of approximately $14.3 million.
Proceeds from the sale were used to reduce outstanding
indebtedness, to repay other obligations, and for reserves as
stated in the Company's proxy statement relating to its 2000
Annual Meeting of Stockholders.

Burnham Pacific Properties, Inc. is a real estate investment
trust (REIT) that focuses on retail real estate. More
information on Burnham may be obtained by visiting the Company's
web site at www.burnhampacific.com.


DAY RUNNER: Sells Filofax Operations For $30 Million To Pay Debt
----------------------------------------------------------------
Day Runner, Inc. (OTCBB.DAYR) sold its Filofax operations for
$30 million which was used to reduce existing debt. The sale is
a significant step in the Company's financial restructuring plan
to improve profitability and its capital structure. The Filofax
operations were sold to entities affiliated with the Company's
lenders.

The Company has reported substantial losses over the last two
fiscal years and there is no assurance that the Company's
substantial restructuring plan will be successful in returning
the Company to profitability.

Day Runner Inc. is a developer and marketer of loose-leaf paper-
based organizers for the North American retail markets. The
Company also develops and markets a number of related organizing
products, including telephone/address books, business
accessories, organizing tools for students, wallboards,
laminated wall planners, and the Home Manager(TM) on-the-
refrigerator organizer.


FAMILY GOLF: Seeks Court Approval to Pay Off $19.2 Mil DIP Loan
---------------------------------------------------------------
Family Golf Centers Inc. is seeking court approval to pay off
its $19.2 million debtor-in-possession loan (DIP), according to
The Wall Street Journal. Family Golf received about $25 million
in February and March by auctioning its assets, which it said
was more than enough to pay off its revolving DIP credit line
with Chase Manhattan Bank, plus interest. According to the
motion filed on May 1, the Melville, N.Y.-based company no
longer needs to borrow money under the line, and, if it paid off
the line, it could stop interest from accruing on the
outstanding funds. The golf and ice-skating center operator
filed for bankruptcy on May 4, 2000. (ABI World, May 21, 2001)


FARALLON CAPITAL: Equities this Vulture Held at March 31, 2001
--------------------------------------------------------------
The following represents the list of security holdings of
Farallon Capital Management for the Calendar Year of Quarter
Ended: March 31, 2001:

       Clear Channel
       Communications             101,926 shares
       Dow Chemical Co.           188,004 shares
       Fifth Third Bancorp      1,196,210 shares
       FleetBoston Financial
       Corp.                      984,096 shares
       Viacom Inc.              1,652,199 shares
       ADC Telecommunications     155,867 shares
       AT&T CDA Inc.            1,682,000 shares
       Adaptec Inc.               565,000 shares
       Adaptec Inc.     4.75%  15,782,000 PRN
       Akamai Technologies Inc.    19,537 shares
       Alcan Inc.                 108,500 shares
       Alcoa Inc.                 169,176 shares
       Allergan Specialty
       Therapeutics Inc.        1,198,121 shares
       Alza Corp.               2,406,300 shares
       American General Corp.     730,000 shares
       American Standard Co.Inc.  318,200 shares
       Amresco Capital Trust    1,722,011 shares
       Anadarko Petroleum Corp.   263,954 shares
       Applied Micro Circuits      39,739 shares
       Astec Industries Inc.      809,300 shares
       Big City Radio Inc.         15,000 shares
       Biovail Corp.              513,800 shares
       Brookfield Properties Corp 744,203 shares
       C-Cube Microsystems Inc.   666,800 shares
       Capital Pacific
       Holdings Inc.            2,809,851 shares
       Catalytica Energy
       Systems Inc.               244,090 shares
       Centura Banks Inc.         150,000 shares
       JP Morgan Chase            518,740 shares
       Citadel Communications
       Corp.                    1,709,010 shares
       CitiGroup Inc.           1,017,720 shares
       City Investing Co Liq.  11,893,029 shares
       Cypress Semiconductor
       Corp.            3.75%  47,335,000 shares
       Daisytek International
       Corp.                       85,100 shares
       Dallas Semiconductor Corp. 831,800 shares
       Davita Inc.                749,300 shares
       Delhaize America Inc.      967,592 shares
       Deutsche Telecom AG        644,000 shares
       Devon Energy Corp.         135,762 shares
       Devx Energy Inc.           140,800 shares
       EMC Corp.                  118,124 shares
       Edison International       141,300 shares
       Elan plc                   250,000 shares
       Emcor Group Inc.           166,100 shares
       Emcor Group Inc.  5.75%  2,000,000 PRN
       Encal Energy Ltd.        1,401,700 shares
       Fisher Scientific Intl.    283,503 shares
       Franchise Finance
       Corp. America              200,000 shares
       Gartner Inc.               218,700 shares
       Gartner Inc.     CL B    1,307,380 shares
       General Semiconductor
       Inc.                       706,952 shares
       Golden State
       Bancorp. Inc.            1,411,400 shares
       Golden State
       BanCorp. Inc.            3,566,238 shares
       Hollywood
       Entertainment Corp.        755,200 shares
       Honeywell International
       Inc.                     4,731,000 shares
       Industrie Natuzzi          125,800 shares
       Innovative Solutions
       & Support                   49,200 shares
       Intel Corp.                604,708 shares
       Interlogix Inc.            450,524 shares
       Intermedia
       Communications Inc.      2,411,600 shares
       I2 Technologies Inc.        84,100 shares
       I2 Technologies  5.25%  39,500,000 PRN
       JDS Uniphase Corp.         802,560 shares
       Juno Lighting Inc.         520,526 shares
       Kent Electronics Corp.     763,800 shares
       Koger Equity Inc.        1,215,727 shares
       Korn/Ferry
       International            2,122,500 shares
       Litton Industries Inc.     425,000 shares
       Loews Corp.                401,800 shares
       MCN Energy Group Inc.    3,108,200 shares
       Martin Marietta
       Materials Inc.             378,400 shares
       Maxicare Health
       Plans Inc.                 460,000 shares
       Molex Inc.                 266,500 shares
       Momentum Business
       Apps. Inc.                 738,124 shares
       NTL Inc.                    19,000 shares
       Network Associates Inc.    565,800 shares
       Niagara Mohawk
       Hldg. Inc.               4,297,700 shares
       On Command Corp.           624,000 shares
       Openwave Systems Inc.       53,425 shares
       PG&E Corp                  376,700 shares
       PSS World Medical Inc.   1,891,100 shares
       Pacific Gulf Properties
       Inc.                     1,033,100 shares
       Petroleo Brasileiro
       SA Petrobr                 154,800 shares
       Pfizer Inc.                531,025 shares
       Pharmacia Corp.            730,300 shares
       Playtex Products Inc.      936,700 shares
       Profit Recovery
       Group Intl. Inc.         1,954,700 shares
       PSI Net Inc.                57,209 shares
       Rait Investment Trust      225,000 shares
       Ralston Purina Co.         807,400 shares
       Rite Aid Corp.          1,365,314 shares
       Rubio's Restaurants
       Inc.                       533,711 shares
       Scripps EW Co. Ohio        499,600 shares
       Sealed Air Corp.        1,812,101 shares
       Security Capital
       Group Inc.                 314,000 shares
       Sempra Energy              527,800 shares
       Silicon Valley
       Group Inc.                 225,000 shares
       Solutia Inc.               762,500 shares
       Spieker Properties Inc.    589,900 shares
       Sprint Corp. FON GROUP      23,900 shares
       Sprint Corp. PCS SER 1      15,200 shares
       Stamps Com Inc.            301,500 shares
       Station Casinos Inc.     1,227,700 shares
       Synavant Inc.               53,085 shares
       Telecom Argentina          456,400 shares
       Stet-France
       Telephone & Data           318,600 shares
       Sys Inc.
       Texaco Inc.              1,344,200 shares
       U S BanCorp. DEL         3,747,284 shares
       Usec Inc.                  270,600 shares
       United Dominion
       Inds. Ltd.                 620,000 shares
       United Stationers Inc.  2,560,800 shares
       Veritas Software Corp.     905,008 shares
       Voicestream Wireless
       Corp.                    3,727,700 shares
       Waste Management Inc.    1,305,000 shares
       Western Resources Inc.     531,300 shares
       Willamette Industries Inc.  15,000 shares
       XO Communications Inc.     238,444 shares
       Xcel Energy Inc.           129,400 shares
       Elan plc                 2,355,700 shares
       Open TV Corp.               16,092 shares
       Flextronics
       International Ltd.         172,946 shares
       Elan plc                 1,374,400 shares
       Infospace                  131,765 shares
       Transocean Sedo Forex Inc1,011,400 shares
       Edison International       111,400 shares
       PG&E Corporation           296,000 shares  PUT
       Calpine Corporation         99,500 shares  PUT


FIRST WAVE: Seeks Extension of Exclusive Period To File Plan
------------------------------------------------------------
According to documents obtained by BankruptcyData.com, First
Wave Marine, Inc. filed a motion seeking U.S. Bankruptcy Court
approval of an extension of the exclusive period during which
the Company can file a plan of reorganization and solicit
acceptances thereof. Objections to the motion must be filed by
May 31, 2001. (New Generation Research, May 21, 2001)


FOUNTAIN VIEW: Plans To Talk To Lenders To Resolve Debt Issues
--------------------------------------------------------------
Fountain View, Inc., a leading operator of 50 long-term care
facilities in California, Texas and Arizona, announced results
for the first quarter ended March 31, 2001. During the first
quarter of 2000, the Company recorded a charge for an item
discussed below. This charge has been excluded from the
financial information presented to assist with the comparability
of the financial results.

Net revenues for the first quarter of 2001 were $76,863,000 and
EBITDA was $7,910,000, or 10.3% of net revenues. For the first
quarter of 2000, net revenues were $71,567,000 and EBITDA was
$10,995,000, or 15.4% of net revenues.

In the first quarter of 2000, the Company recorded a pre-tax
charge of $1,698,000 relating to the decertification of one of
its SNFs. As previously reported, the Company regained Medicare
and Medicaid certification for this facility beginning December
1, 2000 and has received reimbursement for services provided
since that date. As was also previously reported, the
decertification of this facility was reversed by an
administrative law judge and the Health Care Financing
Administration has appealed this decision.

While the earnings of the Company for the first quarter of 2001
were in line with management's expectations, they were
significantly lower than last year due primarily to increases in
wage rates, and workers compensation and professional liability
costs. Medicare rate increases enacted April 1, 2001 should
benefit the remainder of the year. However, the Company
continues to be concerned about census, tight labor markets and
the overall industry environment surrounding professional
liability insurance.

For the quarter ended March 31, 2001, the Company was not in
compliance with certain financial covenants and reporting
requirements under its Term Loan and Revolving Credit Facility.
These defaults are in addition to the previously reported
technical defaults noted in the Company's December 31, 2000
financial statements. To date, the Company has been unable to
obtain a waiver of these defaults from its lenders under this
credit facility but intends to continue its discussions with
such lenders to resolve this matter. As a result of these
defaults, the Company's lenders have the right to accelerate
payment of the amounts due under this credit facility.

As previously reported, the Company elected to defer, for thirty
days, the interest payment due April 16, 2001 on its Senior
Subordinated Notes. During the deferral period, the Company was
negotiating with its lenders to restructure its Term Loan and
Revolving Credit Facility, with the intention of having
sufficient funds available to make the interest payment on the
Senior Subordinated Notes by May 15, 2001. However, the Company
was unable to restructure its Term Loan and Revolving Credit
Facility and the interest payment was not made on May 15, 2001,
as required. As a result, the holders of the Company's Senior
Subordinated Notes have the right to accelerate payment of these
notes, while the payment default continues. The Company intends
to begin discussions with holders of its Senior Subordinated
Notes and other interested parties in order to resolve this
matter.


GENESIS HEALTH: Moves To Pay NeighborCare Arbitration Fees
----------------------------------------------------------
As previously reported, by opinion dated February 6, 2001, the
Court granted Manor Care's motion to continue the Arbitration of
a dispute between Manor Care and Debtor NeighborCare over
certain Master Lease Agreements (MSAs) regarding the right to
provide pharmacy, infusion therapy and consulting services to
Manor Care and its affiliated long term care facilities. The
order giving effect to such opinion is sub judice.

In this motion, Genesis Health Ventures, Inc. & The Multicare
Companies, Inc. seek a determination that the Arbitrator does
not have to file periodic fee applications for the Debtors to
compensate the Arbitrator for postpetition fees and expenses
because the Arbitrator is acting in a judicial capacity and not
as a professional retained by the Debtors to perform services
for the Debtors.

The Debtors also request authorization, pursuant to section
105(a) of the Bankruptcy Code, to pay the Arbitrator Fees that
had accrued but unpaid as of the Commencement Date, in amounts
of not more than $15,000 in respect of the Arbitration performed
pre-petition.

The Debtors recap that, in 1991, Manor Care Health Services,
Inc. and TotalCare Pharmacy Services, Inc., a wholly-owned
subsidiary of Manor Care, entered into three long-term,
exclusive master service agreements, as amended (collectively,
the MSAs). Under the MSAs, TotalCare had the exclusive right to
provide pharmacy, infusion therapy, and consulting services to
Manor Care and its affiliated long term care facilities. Shortly
after that, in connection with an initial public offering of its
shares to the public, TotalCare changed its name to Vitalink
Pharmacy Services, Inc.

Pursuant to an Agreement and Plan of Merger, dated April 26,
1998, Genesis purchased Vitalink from Manor Care and the public
for approximately $680 million of cash, stock, and assumed
Vitalink debt. Pursuant to the Agreement, Genesis acquired
Vitalink's interest in the MSAs. Following the acquisition,
Genesis merged its own pharmacy operations into Vitalink and
changed its name to NeighborCare Pharmacy Services, Inc. which
is one of the Debtors in these chapter 11 cases.

On April 1, 1999, Manor Care's President sent to Genesis's
President two letters giving notice that Manor Care was
terminating the MSAs. The Debtors tell Judge Walrath that in a
defensive effort to preserve the MSAs, NeighborCare was forced
to commence an arbitration, which was assigned to the Honorable
Charles B. Renfrew (the Arbitrator), and a related judicial
proceeding to assure that the MSAs would not terminate. Pursuant
to an agreement between NeighborCare and Manor Care, the
judicial action was consolidated with the Arbitration and
termination of the MSAs was stayed pending a final decision by
the Arbitrator.

Throughout the course of the Arbitration, payment of the
Arbitrator's fees and reimbursement of expenses was evenly
divided between Manor Care and NeighborCare. Shortly before the
Commencement Date, in light of the impending filing of the GHV
chapter 11 cases, all proceedings in the Arbitration ceased.
However, the Arbitrator Fees had accrued and remained unpaid.
(Genesis/Multicare Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HARNISCHFEGER: Bankruptcy Court Confirms Reorganization Plan
------------------------------------------------------------
Harnischfeger Industries, Inc. (OTC Bulletin Board: HRZIQ)
announced that the United States Bankruptcy Court confirmed the
Company's plan of reorganization, clearing the way for the
Company to emerge from bankruptcy. Confirmation of the plan of
reorganization is the final legal step before the Company's
emergence from Chapter 11.

John Nils Hanson, Chairman, President and Chief Executive
Officer of HII, said that he welcomes the Court's decision. "I'm
extremely proud of the outstanding job done by our employees
during the nearly two years that we have operated under Chapter
11 and gratified by the continued support from our valued
customers and suppliers. I also want to acknowledge the hard
work and professionalism of all of the advisors involved in this
complex case who worked on behalf of the debtors. I am pleased
to report that we will emerge as a strong, financially sound
company and the world's leading provider of mining equipment and
related services."

HII filed for protection under Chapter 11 of the federal
bankruptcy code in June, 1999. The Company said that its
creditors voted overwhelmingly in favor of the Company's
reorganization plan. Bankers Trust Company and its affiliate,
Deutsche Banc Alex. Brown Inc., are providing a four and one
half year, $350 million exit financing facility to HII in
connection with the Company's emergence.

Under the plan, existing HII common stock will be cancelled as
of the plan's effective date and new shares of common stock are
expected to be issued and distributed to the Company's creditors
thirty to sixty days later. Creditors of the Company's principal
subsidiaries, Joy Mining Machinery and P&H Mining Equipment,
will have their claims paid in full through the issuance of new
HII senior notes, guaranteed by Joy Mining Machinery and P&H
Mining Equipment.

The effective date for the Company's emergence is expected to be
shortly after May 29, 2001, the date the Bankruptcy Court order
confirming the Company's plan of reorganization becomes final
and nonappealable. The Company must also close on the Bankers
Trust Company and Deutsche Banc Alex. Brown, Inc. exit financing
facility before it can emerge.

Harnischfeger Industries, Inc. is a global company with business
segments involved in the manufacture and distribution of
equipment for surface mining (P&H Mining Equipment) and
underground mining (Joy Mining Machinery).


HEILIG MEYERS: B&C Investments Discloses 6.5% Equity Stake
----------------------------------------------------------
B & C Investments, LLC beneficially owns 3,925,000 shares of the
common stock of Heilig Meyers Company with sole voting and
dispositive powers, representing 6.5% of the outstanding shares
of common stock of the Company. Barney D. Visse is said to share
voting and dispositive powers over the 3,925,000 shares. Mr.
Visser is a 50% controlling member of Furniture Row, LLC, the
sole member of B & C Investments, LLC, and may be deemed to
beneficially own the shares of common stock owned by B & C
Investments, LLC.

Daniel J. Visser beneficially owns 5,000 shares of Heilig
Meyers' common stock which represents less than 1% of the
outstanding common stock of the Company. He has sole voting and
dispositive powers over these shares.

B & C Investments, LLC is a Colorado limited liability company,
whose principal business is investing in various companies. B &
C Investments, LLC funded its purchases of the common stock from
its own working capital. Daniel J. Visser funded his purchases
of Heilig Meyers' Common Stock with personal funds.


HUMBOLDT BANCORP: Sacramento Unit to Wind Down Operations
---------------------------------------------------------
Humboldt Bancorp (Nasdaq: HBEK) announced that the Board of
Directors of Bancorp Financial Services, Inc. ("BFS"), a wholly-
owned subsidiary of Humboldt, has adopted a plan to wind down
its operations. BFS, based in Sacramento, California,
principally acquires and services small-ticket leases.

In April 2001, Humboldt announced that it had classified BFS as
a discontinued operation and engaged an investment banker to
sell BFS. The classification was the result of a comprehensive
strategic review, initiated during the fourth quarter of 2000,
of the prospects for BFS. Subsequent to that announcement, it
was reported in Humboldt's first quarter 2001 Form 10-Q that
BFS' investment banker had terminated the sale assignment, and
that Humboldt was considering other alternatives, including an
asset sale or liquidation. Humboldt has now determined that it
expects to recognize a loss during the second quarter of 2001
associated with BFS and has engaged several outside firms to
assist in an asset valuation that is expected to be completed by
June 30, 2001.

Although Humboldt is at this time unable to specify the amount
of the loss, preliminary indications are that Humboldt may need
to recognize a loss in the second quarter of 2001 which is not
at this time expected to exceed $8 million on an after-tax
basis. Even after such a loss, Humboldt expects to continue its
status as a "well-capitalized" institution for bank regulatory
purposes.

Based on its latest assessment of the situation, Humboldt has
agreed that winding down BFS in an orderly fashion represents
the best course of action for the Company. The plan contemplates
the de-leveraging of BFS' balance sheet over time through the
liquidation of saleable leases and other assets and paydown of
related borrowings in order to improve liquidity. The plan will
require the cooperation of BFS noteholders and lenders. BFS has
ceased originating new leases and loans.

Humboldt also announced that Kevin Cochrane has resigned as
President and Chief Executive Officer of BFS but will be
retained as a consultant to assist in the orderly wind down of
the BFS portfolio. William P. Ellison has been appointed interim
President and Chief Executive officer of BFS. Mr. Ellison is the
President and Chief Executive Officer of Tehama Bank, a
subsidiary of Humboldt. Arrangements are also being made to
retain key employees of BFS to carry out the wind down plan.

Humboldt Bancorp, headquartered in Eureka, California, offers
consumer and business banking services through its four
affiliate bank subsidiaries. Humboldt Bank, founded in 1989,
operates ten branches located in Humboldt, Trinity and Mendocino
counties. Capitol Valley Bank, founded in 1999, serves customers
from its main office in Roseville. Capitol Thrift & Loan, a
state-chartered industrial bank, operates nine offices
throughout California. Tehama Bank, founded in 1984, serves four
Northern California counties through its main office in Red
Bluff and five other offices.


ICG COMM.: Preferred Noteholders Contest Intercompany Claim
-----------------------------------------------------------
The Unofficial Committee of Holders of Preferred Securities of
ICG Funding, LLC, consisting of Green-Cohn Group LLC, ZPG
Securities, Peoples Benefit Life Insurance Co. (Teamsters
Special Account), Retail Clerks Pension Fund #2, Peoples Benefit
Life Insurance Company, AIG Soundshare Holding Ltd., AIG
Soundshare Opportunity Ltd., AIG Soundshare Strategic Holding
Fund Ltd., Triton Capital Investments, Ltd., JMG Capital
Partners LP and Highbridge Capital Corporation complained of ICG
Funding LLC, ICG Communications, Inc., and Wells Fargo Bank West
as successor escrow agent, telling Judge Walsh that he should
disallow, subordinate or reclassify an intercompany claim
asserted by ICG Communications in the Chapter 11 case of its
subsidiary, ICG Funding. In addition, the plaintiffs asked Judge
Walsh to determine the validity and priority of any lien claimed
by Wells Fargo, as escrow agent under a 1997 Escrow and Security
Agreement among Funding, Communications, and Norwest Bank
Colorado, NA, Wells' predecessor in interest, on funds pledged
by ICG Funding for the benefit of the plaintiffs and other
holders of preferred securities, and order payment to the
holders of those preferred securities of the funds pledged to
their benefit.

Represented by Jeffrey C. Wister and Michelle McMahon of the
Wilmington firm of Connolly, Bove, Lodge & Hutz, joined by Jeff
J. Friedman and David J. Mark of the New York firm of Rosenman &
Colin LLP, the Plaintiffs said that they are an unofficial
committee consisting of the holders of over 85% of the
outstanding 6-3/4% Exchangeable Preferred Securities Mandatorily
Redeemed 2009 of ICG Funding. Funding is described as a special-
purpose entity formed in 1997 for the sole purpose of
effectuating a private placement of the Preferred Securities and
to use the proceeds of the sale of Preferred Securities to
purchase preferred stock of Communications. The members of
Funding consist of Communications, the holder of Funding's
"Common Share", and the Committee members. Through Funding's
"Amended and Restated Limited Company Agreement" Communications
acts as the manager of Funding and has the sole and exclusive
right to act on behalf of Funding and to manage the affairs of
Funding for the benefit of the Committee members.

Funding sold 2,645,000 shares of Preferred Securities in 1997.
The terms of the Preferred Securities are contained in a
"Written Action" taken by Communications under the Operating
Agreement in its capacity as Manager of Funding. The Preferred
Securities have a liquidation preference of $50 a share, and
dividends on the Preferred Securities are payable quarterly at
the rate of 6-3/4% per annum. The first 13 dividend payments
(through and including the November 15 2000 payment) were
payable in cash. To secure payment of the first 13 quarterly
dividends, a portion of the proceeds of the sale sufficient to
pay the 13 dividends were pledged to the Escrow Agent for the
benefit of the holders. The remaining proceeds of the sale were
used to purchase Communications Preferred Stock.

The initial purchasers of the Preferred Securities were
underwriters who subsequently resold the Preferred Securities
under a prospectus contained in a registration statement in 1998
filed by Funding and Communications with the Securities &
Exchange Commission. The prospectus stated explicitly that
Funding did not incur any liabilities as a result of the
issuance of the Preferred Securities. The prospectus also stated
that "Funding has no liabilities or operations and its sole
assets are the net proceeds from the offering of the Preferred
Securities". The prospectus, together with Communications'
financial statements in 1998, advised purchasers of Preferred
Securities that following the sale Funding had assets consisting
of the net proceeds of the sale totaling $128,300,000, and no
liabilities.

The prospectus further advised that none of the expenses
connected with the resale of the Preferred Securities by the
original purchasers would be borne by Funding, and that
Communications would pay all fees and expense related to the
offering.

Funding purchased $112.4 million of the ICG Preferred Stock in
February 1998. However, the 1998 10-K contained a summary
balance sheet of Funding as of December 31, 1997, which
indicated that the amount of $4,642,000 was "Due to Parent". No
explanation of that entry was provided, although it elsewhere
stated that the "gross proceeds" of the sale of preferred
Securities was $132.25 million" and that the net proceeds of the
sale after "offering costs" were approximately $127.6
million. This report is described as the first intimation that
Communications was asserting a claim against Funding as a result
of the sale. This 10-K was contradicted by the 10Q of March 31,
1998, filed a short time later. In August 1998, Funding filed
with the SEC a 10-Q report which was identical in all material
respects to the March 1998 10-Q, and indicated that as of
December 31, 1997, no amounts were due from Funding to
Communications.

In November 1998 Funding filed with the SEC an amended 10-K
report for the year ended December 31, 1997, with significant
modifications. After describing the sale of the Preferred
Securities for "gross proceeds of $132.25," the Amended 10-K
stated that "Net proceeds from the private placement, after
offering costs of approximately $4.7 million advanced by ICG,
were approximately $127.6 million." The balance sheet stated
that $4,699,000 was "Due to ICG". This disclosure, made more
than a year after the sale and nine months after the resale, was
the first public statement by either Communications or Funding
which suggested that Communications had actually "advanced" any
funds to Funding in connection with the sale. Still no
information that explains when and how Communications made any
such advances to Funding.

All of Funding's reports filed with the SEC were submitted on
its behalf by Communications in its capacity as manager. The
Amended 10-K was issued under the signature of Harry R. Herbst
as Executive Vice president and Chief Financial Officer of
Communications in its capacity as member and manager of Funding.
Herbst had recently succeeded to that position previously held
by James D. Grenfell, who signed the earlier reports in the same
capacity.

Following the issuance of the Amended 10-K Funding's public
filings have taken the position that Funding had an obligation
to Communications in the amount of $4,699,000 for 'advances" in
connection with the sale. The only other liability included on
Funding's balance sheet as of September 30,2000, was "dividends
payable" of $1,116,000, apparently consisting of that portion of
the quarterly dividend payable on November 15, 2000, that had
accrued through September 30, 2000. Similarly, Exhibit A to
Funding's Chapter 11 petition stated that Funding's liabilities
as of September 30, 2000, totaled $5,813,243, evidently
consisting of the sum of he amount allegedly due Communications
and the accrued dividends.

The September 2000 Form 10-Q report stated that Funding's only
assets consisted of "Restricted Cash" of $2,230,000 pledged to
the Escrow Agent to pay the dividend payable to holders of
Preferred Securities on November 15, 2000. Funding's investment
in ICG Preferred Stock was written off due to the commencement
of the Chapter 11 proceeding of Communications. Despite the
write-off, Funding reported that "notwithstanding the accounting
treatment, the stock may have some value" in its 10-Q of
September 30, 2000.

Funding did not pay the dividend due on the Preferred Securities
on November 15, 2000, despite the fact that the Escrow Agent
held the necessary funds for the sole purpose of paying that
dividend. The September 30, 2000 10-Q reported that "[a]s a
result of filing for protection under bankruptcy law, [Funding]
believes it is not currently permitted to pay any of the
dividends that are outstanding". Because the only liability of
Funding, other than its obligation to pay dividends, is the
claim of Communications, if that claim is disallowed,
subordinated, or reclassified, the Plaintiffs told Judge Walsh
that Funding would have no debt, and there would be no grounds
not to pay the dividend from the Escrow Fund.

The Plaintiffs asserted that, to the extent it actually paid any
costs in connection with the sale, Communications is stopped
from asserting a claim against Funding for the payments based on
the representations in the prospectus and elsewhere that Funding
incurred no liabilities as a result of the sale, and that
Communications was paying - not merely advancing - the expenses
of the sale.

In the alternative, to the extent that Communications made any
advances to or for the benefit of Funding in connection with the
sale, such advances should be characterized or reclassified as
contributions to the capital of Funding that are subordinate to
the claims and interests of the Holders.

Further, since the Operating Agreement and Written Action
provided that the first 13 dividends, including the November
2000 dividend, were secured by the pledge of monies to the
Escrow Agent for the benefit of the Holders, the Plaintiffs told
Judge Walsh that Wells has a duly perfected and enforceable
first-priority security interest in the pledged United States
Treasury securities in its possession and held for the benefit
of the Holders. The Escrow Agreement gave Funding the option
with respect to each dividend of either (a) directing the Escrow
Agent, by giving an "Issuer Order", to directly pay the
dividend, or (b) to pay the dividend from another source and to
obtain reimbursement from the Escrow Agent. By this Agreement,
if Funding fails to advise the Escrow Agent at least 3 business
days prior to the due date of a dividend payment how Funding
intends to pay the dividend, the Escrow Agent will act as if it
had received an Issuer Order for the payment in full of the
dividend then due from the Escrow Account.

Inasmuch as the cash dividends of $2,230,000 have not been paid
and were currently due and payable in November 2000, the
Plaintiffs asked that the Court direct the Escrow Agent to pay
the November dividend in accordance with the terms of the Escrow
Agreement. (ICG Communications Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Rejects 25 More Rotech Equipment Leases
----------------------------------------------------------
Integrated Health Services, Inc. sought and obtained the Court's
authority to reject another 25 Rotech equipment leases and
executory contracts, pursuant to Section 365 of the Bankruptcy
Code, because these are Unwanted Agreements that are:

      (a) of no value to the Debtors, or constitute a burden upon
          the Debtors' estates;

      (b) unnecessary for the Debtors' continued operations and
          effective reorganization; and

      (c) no longer in the possession of the Debtors.

At the Debtors' behest, the Court directed that the lessors of
the Unwanted Leases will have until 30 days after the service of
the order to file a claim relating to the rejection of the
Leases, after which the holder of a rejection claim will be
forever barred from asserting such claim against any of the
Debtors or their estates and from sharing in any distribution
out of the Debtors' estates or assets under any plan of
reorganization confirmed in these chapter 11 cases, and claim
holders will be bound by the terms of any such plan and/or Order
of the Court authorizing distributions from the Debtors'
estates. (Integrated Health Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KERAVISION: Sells All Assets for $1.03M to Addition Technology
--------------------------------------------------------------
KeraVision, Inc., a vision correction company, said that the
U.S. Bankruptcy Court, Oakland Division, has approved a sale of
substantially all of KeraVision's assets to Addition Technology,
Inc. for $1,033,000.00. The Company expects this sale to close
in the next month. After the closing, the Company expects to
convert its bankruptcy case to a Chapter 7 liquidation.

In its bankruptcy filing papers, the Company previously cited
its inability to obtain sufficient financing and the large
capital expenditures required to develop its business as factors
that have had an adverse affect on the Company's ability to
continue to operate.


LECHTERS INC.: Files Chapter 11 Petition In S.D. New York
---------------------------------------------------------
In order to assure it has the time, resources and opportunity to
implement its strategic repositioning plan and to facilitate the
restructuring of its debt, Lechters, Inc., (OTC Bulletin Board:
LECH) voluntarily filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for the
Southern District of New York. Lechters also announced that it
has arranged a $86 million debtor-in-possession financing
commitment from its existing lenders, Fleet Retail Finance Inc.
and Back Bay Capital Funding, to meet its future obligations.

The Chapter 11 filing will provide vendors with the assurance
that they will be paid for post-petition invoices, allowing
Lechters to continue moving forward with the new strategic plan
announced on February 9, 2001. Additionally, the filing will
establish a mechanism for restructuring the Company's debt and
the claims of landlords for stores closed as part of the
Company's strategic restructuring plan.

The strategic plan is designed to position the Company for a
return to profitability, by refocusing Lechters' core business
on a kitchen-based concept and a single brand, Lechters think
kitchen, through a multi-staged and deliberate brand migration
strategy.

All Lechters stores are open today and conducting business as
usual. Upon Court approval, the Company's new DIP credit
facility will be available to meet its future needs and fulfill
obligations associated with operating its business, including
the prompt payment to vendors for all goods and services that
are provided after today's filing. Employees will continue to be
paid and their health benefits will not be disrupted.

David Cully, President and Chief Executive Officer commented,
"We are voluntarily taking this action because we believe the
Chapter 11 process will provide us with the best opportunity to
implement our strategic repositioning plan and return the
Company to profitability. We recognized some time ago, that to
compete in the existing retail environment, it would be
necessary to make changes in our business to better
differentiate ourselves in the marketplace and provide consumers
with more compelling reasons to shop our stores. The plan that
we announced in February is designed to meet those objectives,
and we remain confident that the repositioning offers the
greatest potential for Lechters' future."

"Unfortunately, concerns about the Company's financial position
have precluded us from receiving the trade credit necessary to
implement our strategy and, in turn, has impacted our liquidity.
Under the Court's protection, we intend to move forward
aggressively with our plans, in order to capitalize on the
significant opportunities for a kitchen-focused specialty
retailer that knows and understands how contemporary America
leads its life in and around the kitchen," Mr. Cully said.
Lechters' strategic repositioning plan, announced on February 9,
2001, is designed to enable the Company to focus its attention
and resources on the repositioning of its core business, while
streamlining its organization and closing underperforming
operations. As part of its strategy, it is migrating its brand
to focus more closely on the kitchen and is upgrading its
merchandise assortment to offer higher quality products, with a
good-better-best merchandising approach.

As of May 4th, Lechters had consolidated assets of approximately
$129 million and consolidated liabilities of $111 million.
Lechters is a retail chain specializing in housewares and items
for the kitchen. As of May 4, 2001, the Company operates 325
stores, including 241 Lechters stores and 84 Famous Brands
Housewares Outlet stores, in 36 states and the District of
Columbia.


LECHTERS INC.: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Lechters, Inc.
              1 Cape May Street
              Harrison, NJ 07029-2404

Debtor affiliates filing separate chapter 11 petitions:

              Lechters Alabama, Inc.
              Lechters Arizona, Inc.
              Lechters Arkansas, Inc.
              Lechters California, Inc.
              Lechters Colorado, Inc.
              Lechters Connecticut, Inc.
              Lechters Delaware, Inc.
              Lechters M Street, Inc.
              Lechters Florida, Inc.
              Lechters Georgia, Inc.
              Lechters Idaho, Inc.
              Lechters Illinois, Inc.
              Lechters Indiana, Inc.
              Lechters Iowa, Inc.
              Lechters Kansas, Inc.
              Lechters Kentucky, Inc.
              Lechters Louisiana, Inc.
              Lechters Maine, Inc.
              Lechters Baltimore, Inc.
              Lechters Holyoke, Inc.
              Lechters Michigan, Inc.
              Lechters Minnesota, Inc.
              Lechters Mississippi, Inc.
              Lechters Missouri, Inc.
              Lechters Nebraska, Inc.
              Lechters Nevada, Inc.
              Lechters New Hampshire, Inc.
              Lechters New Jersey, Inc.
              Lechters New Mexico, Inc.
              Lechters New York, Inc.
              Lechters N.Y.C., Inc.
              Lechters North Carolina, Inc.
              Lechters Ohio, Inc.
              Lechters Oklahoma, Inc.
              Lechters Oregon, Inc.
              Lechters Pennsylvania, Inc.
              Lechters Rhode Island, Inc.
              Lechters South Carolina, Inc.
              Lechters Tennessee, Inc.
              Lechters Texas, Inc.
              Lechters Utah, Inc.
              Lechters Vermont, Inc.
              Lechters Springfield, Inc.
              Lechters Washington, Inc.
              Lechters West Virginia, Inc.
              Lechters Wisconsin, Inc.
              Lechters.com, Inc.
              Harrison Investment, Corp.
              Cooks Club, Inc.
              Regent Gallery, Inc.
              Simple Solutions of NJ, Inc.

Type of Business: The company is a retailers of products for
the
                   kitchen. The company sell an assortment of
                   brand name kitchen housewares and decorative
                   items, as well as the their own private label
                   merchandise, in 36 states and the District of
                   Columbia.

Chapter 11 Petition Date: May 21, 2001

Court: Southern District of New York

Bankruptcy Case Nos.: 01-41432 through 01-41483

Judge: Arthur J. Gonzalez

Debtors' Counsel: Alan B. Hyman, Esq.
                   Jeffrey W. Levitan, Esq.
                   Lisa A. Chiappetta, Esq.
                   Proskauer Rose LLP
                   1585 Broadway
                   New York, New York 10036
                   (212) 969-3000

Total Assets: $128,933,000

Total Debts: $110,913,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
Chase Manhattan Bank           Convertible        $36,910,000
Laurence O'Brien               Subordinated
450 West 33rd Street           Debentures
15th Floor
New York, NY 10001
Tel: (212) 946-8566
Fax: (212) 946-8159

Electronic Data Systems        Information         $1,907,661
Robert Kane                    Systems
153 East 53rd Street           Support
27th Floor
New York, NY 10022
Tel: (212) 703-5100
Fax: (212) 703-5110

World Kitchen Inc.            Merchandise            $996,336
Kim Miller                    Vendor
One Pyrex Place
PO Box 1555
Elmira, NY 14902-1555
Tel: (717) 597-6122
Fax: (717)597-6375

Rubbermaid                   Merchandise             $883,142
Mary Beach                   Vendor
PO Box 101581
Atlanta, GA 30392
Tel: (800) 449-5425 x1983
Fax: (815) 233-8164

Retail Maintenance Inc.      Maintenance             $882,404
Christine Petroski
735 Birch Avenue
Bensalem, PA 19020
Tel: (215) 638-9343
Fax: (215) 638-9406

Worldcom Technologies,       Telephone Service       $528,988
Inc.
Denise Rainey
PO Box 96022
Charlotte, NC 28296-0022
Tel: (973) 889-2784
Fax: (973) 889-2884

Robert Altman                Employment Related      $483,281
3151 Hewlett Ave.
Merrick, NY 11566
Tel: (516) 868-9680

Ira Rosenberg                Employment Related      $473,659
875 Fifth Avenue
New York, NY 10021
Tel: (212) 988-2442

Oneida Ltd.                  Merchandise Vendor      $426,707
Chuck Amos
PO Box 651332
Charlotte, NC 28265-1332
Tel: (315) 361-3526
Fax: (315) 361-3700

Bernard Nebenzahl            Employment Related      $317,064
815 Mitchell Ave.
Union, NJ 07083
Tel: (908) 687-0823

Simon Property Group         Landlord                $308,481
Ann Hampton
PO Box 2004
Indianapolis, IN 46255
Tel: (847) 674-1219
Fax: (847) 674-9486

The Leiden Cabinet           Fixture Vendor          $300,062
Company
Russell E. Leiden
1375 East 55th Street
Cleveland, OH 44103
Tel: (216) 431-8832
Fax: (216) 431-8839

Salton Maxim Housewares      Merchandise Vendor      $286,334
Bruce Hofstetter
Dept. #77-5222
Chicago, IL 60678
Tel: (847) 803-4600 x211
Fax: (847) 803-4641

Harrison Industrial Plaza    Landlord                $242,000

Albert Lechter               Employment Related      $231,617

Wilton/Copco Enterprises     Merchandise Vendor      $225,957

Sunbeam/Oster                Merchandise Vendor      $209,822

Harold Penner                Employment Related      $183,928

General Growth               Landlord                $181,085
Properties

Brita (USA), Inc.            Merchandise Vendor      $177,917

Farberware                   Merchandise Vendor      $177,305

Glimcher Properties          Landlord                $165,445

T-Fal Corporation            Merchandise Vendor      $162,277

Acme International, Inc.     Merchandise Vendor      $134,236

Foreston Trends              Merchandise Vendor      $133,250

Weber Stephen Products Co.   Merchandise Vendor      $132,981

Oracle Corporation           Systems Vendor          $131,557

Lifetime                     Merchandise Vendor      $129,023

Thermos Company              Merchandise Vendor      $122,562

Jacobs Group                 Landlord                $121,726


LLS CORPORATION: Moody's Junks Packaging Company's Debt Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the senior debt ratings of LLS
Corporation as follows:

      * $100 million 11.625% senior subordinated notes, due 2009,
        to Caa3 from B3

      * $200 million secured credit facility to Caa1 from B1. The
        credit facility consists of a $55 million revolver; $65
        million term A loans; and $80 million term B loans.

Also, the senior unsecured issuer rating is Caa2 and the
senior implied rating is Caa1. The ratings outlook is negative
while approximately $250.0 million of debt securities are
affected.

Moody's said that the downgrades are due to the deterioration of
the company's financial condition resulting primarily from
extended project delays with several major customers, and the
compounding effects of general economic slowdown. Reportedly,
insourcing by global customers has virtually evaporated the
company's international business to less than 2% of consolidated
sales, down from approximately 7% in 1999. Moody's also said
that the company's liquidity is poor given the absence of
cushion under existing covenants, despite approximately $45
million available under the revolver.

The negative ratings outlook reflects the rating agency's view
that the company's already weak financial condition may continue
to deteriorate in the near term as the business is susceptible
to further project delays resulting from factors outside of the
company's control (i.e. federal regulation of medical related
products and customer repeals of new product introductions given
prevailing market conditions). The negative outlook also
reflects concerns regarding the company's limited short term
financing options, Moody's related.

Based in St. Louis, Missouri, LLS Corporation is a fully
integrated custom designer, manufacturer, and marketer of
precision injection molds and molded plastic components,
closures, and dispensing systems used in medical devices
and pharmaceutical products, consumer products, and food and
beverage products.


LOEWEN: Bank One Trust Issues Notice Re Pass-Through Asset Trust
----------------------------------------------------------------
Bank One Trust Company, N.A. filed with the Court a notice as
follows and requests that it be noted that it is the Successor
Indenture Trustee and should receive notices and any
distribution related to Proof of Claim #3878 relating to the
6.70% Pass-Through Asset Trust Securities due October 1, 1999
(PATS) of Loewen Group International, Inc. (LGII):

Pursuant to Instruments of Resignation, Appointment, and
Acceptance dated as of January 9, 2001, among LGII, Bank One
Trust Company, N.A. and State Street Bank & Trust Company, Bank
One succeeded State Street as Indenture Trustee under that
certain Indenture dated as of September 30, 1997, by and between
LGII, as issuer, The Loewen Group, Inc. ("TLGI") as guarantor,
and State Street, and as trustee under that certain Trust
Agreement dated as of September 25, 1997, between LGII and State
Street, pursuant to which LGII issued those certain 6.70% Pass-
Through Asset Trust Securities Due October 1, 1999 (the "PATS").
LGII issued its 6.70% Notes due October 1, 2009, pursuant to the
Indenture. Each PATS represents a fractional undivided
beneficial interest in the Loewen Pass-Through Asset Trust 1997-
1 (the "Trust"). The Trust was formed pursuant to the Trust
Agreement. The sole assets of the Trust are the Notes and the
Call Option (as that term is defined in the Trust Agreement).

On June 1, 1999, LGII, TLGI, and hundreds of their affiliates
filed petitions under chapter 11 of the Bankruptcy Code. Since
the Petition Date, the Debtors have managed their businesses and
properties as debtors in possession pursuant to Bankruptcy Code
sections 1107 and 1108.

On June 1, 1999, the Bankruptcy Court entered an order
authorizing the Debtors to retain Logan & Company, Inc. as
claims and noticing agent.

On December 13, 1999, State Street filed claim #3878 with
Logan in the amount of not less than $303,350,000.00, including
$300,000,000 in aggregate principal amount due on the 6.70%
Notes, interest accrued prior to the Petition Date in an amount
not less than $3,350,000.00, plus (a) interest accrued and
accruing subsequent to the Petition Date on the 6.70% Notes to
the extent permitted by law and (b) an undetermined amount of
costs and expenses (including, but not limited to, reasonable
attorneys' fees and expenses) of the Trustee accrued and
accruing subsequent to the Petition Date to the extent permitted
by law.

Bank One, as Successor Indenture Trustee, is entitled and
empowered to receive any notices related to the above-described
securities and Proof of Claim and to collect and receive any
monies or other property payable or deliverable on such claims
and to distribute the same. To the extent necessary, this notice
shall be an amendment to Proof of Claim Number 3878. (Loewen
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOEWS CINEPLEX: Obtains Court Nod To Pay Film Fees
--------------------------------------------------
U.S. Bankruptcy Judge Allan L. Gropper granted approval on
Friday to Loews Cineplex Entertainment Corp. to amend its $146
million debtor-in-possession (DIP) loan in order to pay its film
distributors for their pre-petition services, according to Dow
Jones. Following a hearing in which terms of the DIP financing
were discussed, film distributors such as Metro-Goldwyn-Mayer
Studios Inc. and Metro-Goldwyn-Mayer Distribution Co. threatened
to stop supplying films to the movie theater chain operator if
they weren't paid in full. The original DIP financing agreement
had Loews paying just a portion of the roughly $33.23 million
owed to the distributors for pre-petition film payables. (ABI
World, May 21, 2001)


LTV: US Trustee Amends Unsecured Creditors' Committee Membership
----------------------------------------------------------------
Donald M. Robiner, United States Trustee for Ohio/Michigan
Region 9, has revised the appointments of members to the
Official Committee of Unsecured Creditors in The LTV
Corporation's chapter 11 cases. The members of the current panel
are:


       United Steel Workers of America
       c/o David Jury
       5 Gateway Center
       Pittsburgh, PA 15222
       (412) 562-2545

       Citizens Gas & Coke Utility
       c/o Stephen F. Shay
       2020 North meridian Street
       Indianapolis, IN 46202
       (317) 264-8802

       Roll Coater, Inc.
       c/o A. R. Sales
       8440 Woodfield Crossing
       Building 2, Suite 400
       Indianapolis, IN 46240
       (317) 467-6470

       Omnisource Corporation
       c/o Julie Schultz
       1610 North Clinton Street
       Fort Wayne, IN 46808
       (219) 423-8542

       Shiloh Industries, Inc.
       c/o Mark S. Wayman
       5389 West 130th Street
       Cleveland, Ohio 44130
       (216) 898-4295

       Cleveland-Cliffs, Inc.
       c/o William R. Calfee
       1100 Superior Avenue
       Cleveland, Ohio 44114-2589
       (216) 694-5547

       Pension Benefit Guaranty Corporation
       c/o Ajit Gadre
       1200 K Street NW
       Washington, DC 20005-4026
       (202) 326-4070, ext. 3655

       Koppers Industries
       c/o Donald Davis
       436 Seventh Avenue
       Pittsburgh, PA 15219
       (412) 227-2577

       Marblehead Lime, Inc.
       c/o Suzanna E. Ritzler
       390 East Joe Orr Road
       Chicago Heights, Illinois 60411
       (708) 757-1240

       Bearing Service Company of Pennsylvania
       c/o William Banks
       RIDC Industrial Park
       630 Alpha Drive
       Pittsburgh, Pennsylvania 15238
       (412) 963-7710

       The Interlake Steamship Company
       c/o John B. Hopkins
       4199 Kinross Lakes Parkway
       Richfield, Ohio 44286
       (330) 659-1402

       Firstenergy
       c/o Rick C. Giannantonio
       Legal Department
       76 South Main Street
       18th Floor
       Akron, Ohio 44308
       (303) 384-5893

       Wabash Alloys LLC
       A Division of Connell L.P.
       c/o Kathleen Murphy
       One International Place
       Fort Hill Square
       Boston, Massachusetts 02110
       (617) 737-2700

       Ralph Hennie
       c/o Walter & Haverfield LLP
       1300 Terminal Tower
       Cleveland, OH 44113-2253
       (216) 781-1212

       The Pangere Corporation
       c/o Steve N. Pangere
       Corporate Office
       4050 West 4th Avenue
       Gary, IN 46404-1718
       (219) 949-1368

(LTV Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LUCENT TECHNOLOGY: Alcatel Said to Be in Talks to Buy Company
-------------------------------------------------------------
French telecommunications equipment maker Alcatel is in advanced
talks to buy the Norcross, Ga.-based Lucent Technologies for
slightly more than $40 billion, according to The New York Times.
The talks have reached a crucial stage and a decision about
whether to proceed with formal negotiations is expected this
week. If the companies decide to move forward, a deal could be
announced by early June, said executives, who said the odds of
the deal happening is about 50-50. The companies are discussing
a nearly all-stock transaction that would represent about a 20
percent premium over Lucent's stock market value of about $33.5
billion.

Discussions about a sale of Lucent to Alcatel grew out of talks
about a decidedly smaller deal: the sale of Lucent's fiber optic
cable business, which it hopes to sell for more than $5 billion
to help reduce its debt. Lucent has been denying bankruptcy
reports for several months. Alcatel still plans to bid for that
business if it does not acquire all of Lucent, the executives
said. At the moment, Alcatel's only serious competitor for
Lucent's fiber optic business is Pirelli of Italy. (ABI World,
May 21, 2001)


MARTIN INDUSTRIES: Stock Moves to OTCBB After Nasdaq's Delisting
----------------------------------------------------------------
Martin Industries, Inc. (OTCBB:MTIN) announced that its stock
will move to the Over the Counter Bulletin Board (OTCBB)
effective with its delisting from The Nasdaq National Market
with the open of business May 22, 2001. The Company was informed
today by Nasdaq that the delisting was decided by the Nasdaq
Listing Qualifications Panel which approved the Nasdaq's staff
decision to delist the stock due to its failing to maintain a
minimum bid price of $1.00 for 30 consecutive trading days as
required by Marketplace Rule 4450(a)(5) for continued listing.

Information on the current quotes on the stock, which will
continue to use the ticker symbol MTIN, are available at the
OTCBB's website, www.otcbb.com and most financial information
portals, such as that provided at http://finance.yahoo.comor
http://quote.bloomberg.com.Martin will continue to provide
information through filings with the Securities and Exchange
Commission (SEC) as required for continued listing on the OTCBB.
These filings can be found at the SEC's website www.sec.gov.

Jack Duncan, President and CEO of Martin Industries commented,
"Although we are disappointed in not being able to remain on the
Nasdaq, we believe that the many advancements made in
information technology and the OTCBB make the over the counter
market a viable, fair market for our stock."

Martin Industries designs, manufactures and sells high-end, pre-
engineered natural gas fireplaces, gas heaters and decorative
gas logs for commercial and residential new construction and
renovation markets. It also designs and manufactures premium gas
barbecue grills under the brand name Broilmaster (R) for
residential and small commercial use, and do-it-yourself utility
trailer kits known as NuWay(TM). Additional information on
Martin Industries can be found at its website,
www.martinindustries.com.


NATIONAL FINANCE: Trustee Plans to Sell Mortgage Lender's Assets
----------------------------------------------------------------
Christian Dribusch, the trustee overseeing bankruptcy
proceedings in the National Finance Corp. (NFC), said it would
submit a motion to the bankruptcy court Monday seeking to sell a
majority of the company's assets, according to the Times Union.
He said the company has already received a $23,000 bid from
Montvale, N.J.-based Northern Star Capital, a mortgage lender
company. NFC, a mortgage lender company based in Halfmoon, N.Y.,
has potential assets coming from a number of potential insurance
claims and lawsuits. Dribusch said he would be working with
former NFC attorney Daniel Sleasman to determine if those claims
and suits will also be sold to collect money for the bankruptcy
estate. (ABI World, May 21, 2001)


NORTHWESTERN STEEL: Intends To Shut Down And Looks For Buyer
------------------------------------------------------------
Bankrupt Northwestern Steel and Wire Co., operating under
chapter 11 bankruptcy since December, disclosed that it can no
longer survive financially and will shut down over the next few
weeks, according to Reuters. About 1,400 steelworkers will be
laid off. The Sterling, Ill.-based company produces structural
steel components for commercial, industrial and residential
construction, including rod and selected wire products. Vice
president of Human Resources Andrew Moore said that Northwestern
Steel is looking for a buyer, but there are no pending
negotiations. Employees will receive no severance pay other than
that included in the labor contract. (ABI World, May 21, 2001)


NUMATICS INC.: Senior Subordinated Note Rating Drops to Caa2
------------------------------------------------------------
Moody's Investor Service cut the following ratings of Numatics
Inc.:

      * $110 million of senior subordinated notes due 2008 to
        Caa2 from B3

      * $70 million senior secured credit facility to B2 from Ba3

      * Senior implied rating to B3 from B1

      * Unsecured issuer rating to Caa1 from B2.

The outlook is negative.

According to Moody's, the ratings action consider the company's
poor financial results in the quarter ended March 31, 2001
following disappointing results a quarter before ended December
31, 2000, weakening credit statistics and limited financial
flexibility. First quarter 2001 EBIT reportedly fell 37% to $3.8
million from $6.0 million in Q1-00. Moody's reported that the
company has been negatively affected by a general economic
slowdown in North America, changes in product mix, and lower
fixed cost absorption as a result of lower volume.

The negative outlook reflects uncertainty regarding the length
of the economic downturn and the company's effectively obtaining
replacement financing for its senior credit facility, according
to Moody's.

Based in Highland, Michigan, Numatics Inc. is a North American
manufacturer of the four-way pneumatic valves.


OMNOVA SOLUTIONS: Fitch Places BBB- Senior Debt Rating On Watch
---------------------------------------------------------------
Fitch has assigned a senior secured debt rating of `BBB-' to
Omnova Solutions' debt. The existing senior unsecured rating has
been withdrawn based on all of the company's debt being secured
by substantially all assets of the company. The senior secured
debt rating is on Rating Watch Negative.

Credit-protection measures have been weak as a result of high
petroleum-based raw material prices, particularly Styrene and
Butadiene. The impact of raw material pricing has hurt the
Performance Chemicals business as Styrene- Butadiene Latex (SB
Latex) price increases to the paper and carpet industry have not
kept pace with Styrene price increases. Price increases have had
some success; however, margins are still low by historical
standards.

The current Rating Watch Negative reflects continued weakness in
SB Latex margins and a significant decline in sales and margins
in the Decorative and Building Products segment. If business
conditions do not improve sufficiently to allow operating income
and cash flows to increase, the ratings may be downgraded. The
Sept. 11, 2000 downgrade was the result of decreased financial
flexibility caused by SB Latex margin weakness, competitive
factors and lower-than- expected sales and income.

The Decorative and Building Products business has also seen raw
material pricing increases through PVC but has been impacted in
the fourth quarter of 2000 and first quarter of 2001 by weak
demand. Operating income margins in the first quarter of 2001
have decreased to approximately 1% from levels of almost 10% in
2000. Fitch expects profitability improvements in this segment
over first-quarter 2001 results.

The company's total debt on Feb. 28, 2001, was $253 million,
including $59 million borrowed under a receivables-backed
commercial paper program. The company's credit facility was
recently secured as part of an amendment to the credit facility
agreement. Debt was incurred as a result of a $200 million
dividend payment to GenCorp at the time of the spin- off. In
conjunction with the credit facility amendment the company
downsized the $75 million receivables program to $60 million.

Omnova Solutions was created when GenCorp, Inc. spun off its
Performance Chemicals and Decorative and Building Products
business units in 1999. It is a leading producer of SB Latex
polymers, specialty chemicals and single-ply roofing membranes,
used primarily in the paper, carpet and construction industry.
Omnova also produces PVC- and paper- based decorative surfaces,
used in a variety of commercial and residential applications.


ONSITE ACCESS: Files For Chapter 11 Protection in Manhattan
-----------------------------------------------------------
OnSite Access Inc. and its two wholly-owned subsidiaries, OnSite
Access LLC and OnSite Access Local LLC, last week filed for
chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
Manhattan and listed about $172 million in assets and about $121
million in debts as of March 31, according to Dow Jones. OnSite
Access Canada Holdings Inc., the company's Canadian unit, wasn't
included in the filing. The company, which wires buildings for
Internet access, said it has between 200 and 999 creditors and
estimated that funds will be available for distribution to
unsecured creditors.

J.P. Morgan Ventures Corp. is the company's largest unsecured
creditor and holds a $50 million claim. General Electric Capital
Corp., the second-largest unsecured creditor, asserts a claim of
about $16 million. Winstar Communications Inc., which recently
filed for bankruptcy, holds an $8 million unsecured claim
against OnSite Access. (ABI World, May 21, 2001)


OWENS CORNING: Opens New Cultured Stone Facility in S.C.
--------------------------------------------------------
Owens Corning (NYSE: OWC) officially dedicated its newest and
most-advanced facility for producing manufactured stone veneer.

Built and operated by the company's Cultured Stone business, the
$30 million facility is in Chester County, S.C., about an hour
from Columbia, S.C., as well as Charlotte, N.C. Production
started in Chester at the end of last month. Participating in
the dedication ceremonies were: Glen Hiner, chairman and CEO,
Owens Corning; Dave Brown, chief operating officer, Owens
Corning; Doug Barker, president, Cultured Stone; Vic Grasmueck,
plant manager, Chester.

"We are delighted to have this state-of-the-art facility begin
production," said CEO Hiner. "The design and quality of our
Cultured Stone(R) products sets them apart from all other
manufactured stone veneer in the marketplace, and for that
reason the business has been growing steadily. This new facility
will enable us to meet customer demand and enhance distribution
throughout the southeast region."

Owens Corning announced in November, 1999 that it would build a
Cultured Stone manufacturing facility in Chester County that
would employ 250 to 300 people. The first shovels-full of soil
were excavated during a groundbreaking ceremony in January 2000.

"We've assembled a great production team here in Chester
County," said Plant Manager Grasmueck. "There is a lot of art
and science involved in the production of stone veneer, and we
are very pleased with the assistance we received from the state
of South Carolina in helping us hire employees who are dedicated
to making world class products for our customers."

"Cultured Stone's innovative products are the result of art
meeting science," said Governor Jim Hodges. "Here, in Chester,
South Carolina, they have found a wonderful location to build on
their achievements. We feel confident that Owens Corning will
continue to thrive in our positive business climate as a vital
part of Team South Carolina."

"Owens Corning has confirmed that Chester County has everything
a strategic, global company could want -- a capable workforce
ready to make products with the highest craftsmanship possible
and a location that has easy access to new and established
markets," said Secretary of Commerce Charles S. Way, Jr.
The new plant in Chester complements existing facilities in
California and Ohio, and allows the company to better serve the
growing market for the popular Cultured Stone product. The
200,000-square-foot plant, located near the intersection of
Beltline Road and Ecology Lane, is the most modern facility in
the world for making manufactured stone veneer products. It is
capable of producing the full range of Cultured Stone products,
which includes more than 20 patterns and textures in a total of
80 colors.

The Chester plant also shows how Owens Corning leads the way in
environmental solutions and workplace safety. A substantial
portion of the investment in the Chester plant has been devoted
to workplace safety and environmental controls. Ergonomics
experts were part of the design team to ensure the latest
techniques were utilized, and lifting processes were carefully
analyzed and optimized. The state-of-the-art water recycling
system reduces water consumption by over 90 percent.

Owens Corning's Cultured Stone business is the world's largest
producer of manufactured stone veneer and has been making the
products for nearly 40 years. Marketed under the Cultured
Stone(R) brand, the products are for use in exterior and
interior commercial and residential applications.
Cultured Stone products have the beauty of natural stone, are
lightweight and are produced in pre-selected sizes and shapes.
No additional foundation or structural support is required, so
installation is quick and easy.

The products are created from molds made by master craftsmen
using natural stones hand-selected for ideal texture, size and
shape. Cultured Stone products are cast in these molds, using a
unique process that replicates many natural stone varieties with
meticulous detail. Each color and texture has its own blend of
ingredients including portland cement, lightweight aggregates
and pigments, producing the look, feel and beauty of natural
stone.

Cultured Stone, headquartered in Napa, California, distributes
its products throughout North America, and to more than 20
countries worldwide. Sales in 2000 exceeded $100 million.
Owens Corning is a world leader in building materials systems
and composites systems. The company has sales of $5 billion and
employs approximately 20,000 people worldwide. Additional
information is available on Owens Corning's Web site at
http://www.owenscorning.comor by calling the company's toll-
free General Information line: 1-877-799-6904.

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court
for the District of Delaware. The Debtors are currently
operating their businesses as debtors-in-possession in
accordance with provisions of the Bankruptcy Code. The Chapter
11 cases of the Debtors are being jointly administered under
Case No. 00-3837 (JKF). The Chapter 11 cases do not include
other U. S. subsidiaries of Owens Corning or any of its foreign
subsidiaries. The Debtors filed for relief under Chapter 11 to
address the growing demands on Owens Corning's cash flow
resulting from its multi-billion dollar asbestos liability.
Owens Corning is unable to predict at this time what the
treatment of creditors and equity holders of the respective
Debtors will be under any proposed plan or plans of
reorganization. Pre-petition creditors may receive under a plan
or plans less than 100% of the face value of their claims, and
the interests of Owens Corning's equity security holders may be
substantially diluted or cancelled in whole or in part. It is
not possible at this time to predict the outcome of the Chapter
11 cases, the terms and provisions of any plan or plans of
reorganization, or the effect of the Chapter 11 reorganization
process on the claims of the creditors of the Debtors, or the
interests of Owens Corning's equity security holders.


PACIFIC GAS: Engages Deloitte & Touche LLP As Accountant
--------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 327(a), Pacific Gas and Electric
Company applied to the Court for authority to employ Deloitte &
Touche LLP as its independent auditor, accountant, tax advisor,
and consultant, effective as of April 6, 2001, for ongoing
assistance in:

      (a) meeting its compliance obligations under 28 U.S.C.
          section 959(b);

      (b) achieving optimal treatment under applicable tax laws
          and regulations;

      (c) facilitating adherence to bankruptcy reporting duties;
          and

      (d) providing interested parties with reliable financial
          information.

Specifically, the Debtor proposed to employ Deloitte to provide
auditing, accounting, tax advisory, and consulting services in:

      (a) performing audits of Debtor's annual financial
          statements for the year ended December 31,2001, and
          thereafter,

      (b) reviewing quarterly financial information to be
          included in reports filed with the SEC;

      (c) consulting (other than financial advisory and
          reorganization consulting services) with Debtor's
          management regarding Debtor's operating, financial, and
          other ongoing business matters;

      (d) assisting with Debtor's federal, state, and local tax
          planning;

      (e) assisting, at Debtor's request, with other accounting
          or tax matters; and

      (f) consistent with the foregoing services, attending and
          participating in administrative or court appearances
          when appropriate.

The Debtor has selected Deloitte to provide such services
because of the firm's general experience and qualifications and
its specific familiarity with Debtor's business and financial
affairs. Deloitte is a national professional services firm with
more than 1,600 partners and principals and over 20,000
professional staff. The firm's expertise in accounting,
auditing, and tax matters is widely recognized, and it regularly
provides such 2 services to large and complex business entities,
including other utility companies, the Debtor notes. Moreover,
Deloitte has provided PG&E with services comparable to these for
the past two to three years. The Debtor appreciates Deloitte's
hands-on knowledge of PG&E's business and tax affairs.

The Debtor proposed to pay Deloitte in accordance with two major
aspects of services:

(a) General

     For services other than audit services as described below,
PG&E intends to pay Deloitte normal hourly rates, as adjusted
from time to time, and reimburse Deloitte's costs on the same
terms as generally apply to work Deloitte performs for other,
nonbankruptcy clients, subject to the court's compensation and
reimbursement guidelines.

Deloitte's current hourly rates are as follows:

      Position                 Hourly Rates
      --------                 ------------
      Partner/Director         $450-$650
      Senior Managers          $350-$510
      Managers                 $310-$445
      Seniors                  $200-$335
      Staff                    $155-$230

Fees and costs will ultimately be subject to court approval
after notice and hearing, but Debtor will be authorized to pay
Deloitte's monthly statements before such approval to the same
extent as Debtor may be authorized from time to time to make
interim payments to other professionals employed under section
327(a) of the Bankruptcy Code.

(b) Audit Services

     For auditing and reporting on Debtor's consolidated
financial statements and reviewing interim financial
information, Deloitte will receive a negotiated annual base fee,
provided that additional compensation will be payable to the
extent Deloitte is required to complete unanticipated work.

For the fiscal year ending December 31, 2001, the base fee will
be $855,000. The base-fees for future years will be determined
as follows:

The base fee is predicated on certain assumptions:

      (a) a minimal level of audit adjustments (recorded or
          unrecorded);

      (b) timely and accurate completion of the client 1
          participation schedule;

      (c) assumptions; and

      (d) no inefficiencies during the audit process or changes
          in scope caused by events beyond Deloitte's control,
          including, without limitation, procedures relating to
          the application of AICPA Statement of Position 90-7
          (Financial Reporting by Entities in Reorganization
          Under the Bankruptcy Code) and testing of the Debtor's
          determination of and accounting for power purchase
          costs.

To the extent that additional services are required because any
of these assumptions is not realized, or that Deloitte is asked
to provide additional services such as consultation on
accounting or financial reporting issues related to regulatory,
bankruptcy, or SEC matters, Deloitte will bill the additional
time at its normal hourly rates.

The negotiated base fee presupposes that:

      (1) upon receipt of monthly invoices briefly summarizing
the audit services performed, Debtor will pay Deloitte the
billed portion of the annual base fee without prior court
approval;

      (2) in lieu of the detailed time and activity records
typically required in professional fee applications, Deloitte's
eventual applications encompassing the audit services will
summarize that work briefly, except insofar as Deloitte seeks
compensation beyond the base fee and provided that, if
appropriate parties in interest have questions or concerns
about the audit services and so request in writing, Deloitte or
Debtor will provide further information to facilitate evaluation
of that work.

Compensation beyond the base fee will be subject to the
application, approval, and payment procedures that govern
Deloitte's other hourly billings.

The Debtor believes these special arrangements are appropriate
because audit services represent a customary and recurring need
independent of the bankruptcy process. Moreover, Debtor knows
that similar arrangements for nonbankruptcy accounting services
have been approved in other cases, including In re Harnischfeger
Industries, United States Bankruptcy Court for the District of
Delaware No. 99-2171 (PJW) and In re Owens Corning, et al.,
United States Bankruptcy Court for the District of Delaware Nos.
00-03837 through O0-03854.

The Debtor anticipates that it will wish to retain Deloitte to
perform auditing for fiscal years after 2001, but the precise
terms of those engagements cannot yet be determined. Debtor
therefore proposes to establish those terms under the procedure
prescribed in B.L.R. 9014-1(b)(3)-(4). Specifically, PG&E will
send notice of the proposed terms, along with a copy of any
engagement letter, to the United States Trustee, counsel for the
creditors' committee, and any other entity whom the court
directs and, if no one objects or requests a hearing within 20
days, Debtor will request an order approving the terms.

Mr. Mark Edmunds, a partner in Deloitte & Touche LLP, declared
that, to his information and belief, Deloitte, its partners,
principals and employees who are anticipated to provide the
services as proposed by PG&E do not have any connection with or
hold or represent any interest adverse to the Debtor, its
estate, its largest creditors, the United States Trustee or any
person employed in its office, the Debtor's attorneys or
accountants whose identities have been disclosed to Deloitte, or
to any other significant party in interest, with respect to the
matters on which Deloitte is to be retained, except as follows:

(a) Prior Work for Debtor and Affiliates

     Since February 1999, Deloitte has rendered auditing,
accounting, tax and advisory services, and various consulting
services to Debtor, its parent PG&E Corp., to Debtor's affiliate
National Energy Group (NEG) or its subsidiaries. Deloitte and
its affiliates were paid approximately $14.4 million for
services rendered to the PG&E entities during the year 2000 --
$4.5 million pursuant to engagement agreements with PG&E Corp.,
and $1 million to Deloitte Consulting L.P. (DCLP), a Deloitte
affiliate, as compensation for consulting services related to a
Public Utilities Commission rate case. DCLP has also provided
and currently provides consulting services to PG&E Corp. and NEG
for which it is compensated by those entities.

During the ninety days before Debtor's bankruptcy filing,
Deloitte received the following payments from Debtor:

       Date of Payment           Amount Paid
       ---------------           -----------
           1/7/01                 $ 40,000.00
           1/11/01               $ 144,616.73
           1/11/01               $ 465,767.05
           1/25/01               $ 461,966.75
           1/26/01               $ 161,107.00
           2/4/01                $ 100,000.00
           2/12/01               $ 120,000.00
           2/13/01                $ 77,507.00
           2/15/01                $ 66,602.00
           3/14/01                $ 36,520.00
           3/25/01               $ 150,000.00
           3/29/01               $ 197,600.00
           3/29/01               $ 553,581.00
           4/3/01                $ 318,100.00
           4/3/01                $ 315,368.00

                 Total          $3,208,735.53

Deloitte also received a $5,250 payment from PG&E Funding LLC, a
subsidiary of Debtor, on March 25, 2001.

(b) Ongoing Work for Affiliates

     It is expected that Deloitte will continue to provide
ongoing services for PG&E Corp. and NEG, as well as Debtor,
consistent with historical patterns. Deloitte is currently
providing the following tax, audit, consulting and other
services to PG&E Corp. or NEG:

     (1) Deloitte's Capital Markets Group provides services to
         PG&E Corp.,

     (2) Deloitte audits financial statements of PG&E Corp.,

     (3) Deloitte is assisting PG&E Corp. in implementing a
         business risk measurement and management program; and

     (4) Deloitte provides tax services on a contingent fee and
         hourly rate basis to PG&E Corp., which has a tax-sharing
         arrangement with Debtor under which tax benefits or
         burdens are allocated among the entities.

Based upon the nature of the projects involved, neither Debtor
nor Deloitte believes that Deloitte's contemporaneous
relationships with Debtor, PG&E Corp., and NEG impair Deloitte's
disinterestedness. Mr. Edmunds submits that, because the tax and
regulatory reporting obligations of Debtor and these other
entities are interdependent, it would be impractical,
burdensome, and expensive for them to engage different firms of
auditors and accountants for these functions.

It is also anticipated that DCLP will maintain its relationship
with PG&E Corp. and NEG. Neither Debtor nor Deloitte perceives
any conflict in such activities that would render Deloitte "not
disinterested" by reason of the nature or scope of such
services.

(c) Connections with Creditors

     Mr. Edmunds submitted that, because Debtor has over 30,000
creditors, making it impractical to conduct an exhaustive check
for all of Deloitte's connections with these entities, Deloitte
has limited its investigation to the creditors whom Debtor has
identified as holding more substantial claims. Specifically,
Deloitte checked its connections against Debtor's lists of its
100 largest unsecured creditors, eight largest "financial debt"
creditors (primarily banks), twenty largest "power purchase"
creditors, twenty largest "gas purchase" creditors, and twenty
largest creditors in other categories. The result of the check
shows that Deloitte currently provides or has previously
provided professional services to a number of parties
identified, but such services are in matters unrelated to the
PG&E chapter 11 case, according to Mr. Edmund's declaration.

Moreover, in the course of its work for these parties, and in
the course of its work for PG&E, Deloitte may have occasion to
work with data that pertains to claims that creditors may hold
against Debtor or to claims that Debtor may hold against others
with whom Deloitte has a vendor or client relationship. However,
neither Debtor nor Deloitte believes that these factors have any
material bearing on Deloitte's contemplated role in this case.

(d) Connections with Professionals

     Mr. Edmunds remarked that it is not feasible to describe all
of Deloitte's connections with all attorneys and accountants
representing parties in this case. As a large firm, Deloitte or
its affiliates have regular occasion to work with (or in
opposition to) law firms on a variety of matters, and Deloitte
also may provide services to (or receive them from) such firms,
Mr. Edmunds pointed out.

In particular, Mr. Edmunds revealed that Deloitte or its
affiliates have provided or currently provide litigation support
or other services to PG&E Corp.'s counsel Weil, Gotshal & Manges
and proposed special counsel for Debtor Heller, Ehrman, White &
McAuliffe, Cooley Godward LLP, Skadden, Arps, Meager & Flom LLP,
and Latham & Watkins. Also, Skadden Arps, Heller Ehrman, and
Latham & Watkins have provided and currently provide legal
services to Deloitte or its affiliates. Again, neither Debtor
nor Debtor believes that these relationships have any relevance
to Deloitte's contemplated role in the PG&E case.

(e) Connections with Banks

     Mr. Edmunds revealed that Bank of America, KBC Bank, Morgan
Guaranty (via merger with Chase Manhattan Bank), and Deutsche
Bank (which owns Bankers Trust), have lending relationships with
Deloitte or with certain of its affiliates, principals or
partners. Bank of America is a significant lender to Deloitte,
its partners, or its principals, Mr. Edmunds advised the Court.

(f) Connections with United States Trustee

     Neither Debtor nor Deloitte has a list of all persons
connected with the Office of the United States Trustee for
Region 17. Nevertheless, Deloitte does not believe it has any
connection with United Stares Trustee Linda Stanley or persons
employed in her office, except that both Deloitte and the United
States Trustee's office have been and are involved in other
bankruptcy cases in the region.

(g) Connections with Judges

     Neither Deloitte nor any partner in the firm is a relative
of Judge Montali, nor does Deloitte believe that it has any
connection with the judge that would render his approval of
Deloitte's employment improper. However, in the interest of full
disclosure, Deloitte reports that it previously employed a
daughter of Judge Montali and currently employs fellow jurist
Thomas Carison's spouse, who, during the past fiscal year, has
provided fewer than fifty hours of tax consulting services to
Debtor's parent but no services to Debtor.

Mr. Edmunds recognized that Deloitte is unable to state with
certainty that every client relationship or other connection has
been disclosed because Deloitte is a nationwide firm with tens
of thousands of employees, and because the Debtor is a large
enterprise.

Overall, Mr. Edmunds submitted that to the best of his
information and belief, the proposed services to be rendered by
Deloitte in the PG&E chapter 11 case are not prohibited by Rule
5002 of the Federal Rules of Bankruptcy Procedure. (Pacific Gas
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PARACELSUS HEALTHCARE: Asks To Keep Documents Confidential
----------------------------------------------------------
According to documents obtained by BankruptcyData.com,
Paracelsus Healthcare Corp. filed a motion seeking a U.S.
Bankruptcy Court order prohibiting the public disclosure of
Paracelsus' confidential documents produced during informal
discovery. Objections must be filed by May 30, 2001.

Also, the company filed a 9-page supplement to its Plan of
Reorganization with the U.S. Bankruptcy Court. (New Generation
Research, May 21, 2001)


SAMES CORPORATION: French Subsidiary Files For Bankruptcy
---------------------------------------------------------
Sames Corporation (Amex: SGT) announced that the Company's
French subsidiary, Sames, S.A., has decided that due to severe
cash flow problems and lack of liquidity it will file for
bankruptcy protection under French law.

Further, the party the Company was in negotiations with for a
purchase of the Company has withdrawn from the negotiations and
indicated that it no longer is interested in pursuing a purchase
of the Company. The Company is continuing to have discussions
with the other multi-national company that expressed an
indication of interest in purchasing the Company. However, as
result of the decision of the Board of Managers' of Sames, S.A.,
the Company is not sure if such potential purchaser will
continue to be interested in discussing a purchase of the
Company.

Sames North America and Sames Japan will continue to operate and
service their customers. The long- term impact of the Sames,
S.A. bankruptcy upon the Company and its other subsidiaries has
not yet been determined.

On a related note, Philippe Vuillerme, the Managing Director of
Sames, S.A., has resigned from the Company's Board of Directors.
Sames Corporation is engaged in the design, manufacture and sale
of high- quality spray finishing and coating application
equipment. Sames is noted for its global leadership position in
electrostatic finishing equipment for the automotive finishing
market and for the general industrial finishing market. The
Company's website is http://www.sames.com.


SITHE INDEPENDENCE: Fitch Cuts Secured Bond Rating To BBB-
----------------------------------------------------------
Fitch has lowered its rating of Sithe Independence Funding
Corp.'s secured notes and bonds from `BBB' to `BBB-`.

This rating action is based on a review of the company's
operating and financial position and Fitch's current assessment
of market risk and the predictability of future cash flow. While
operating performance at the Independence plant continues to be
good, project risk has increased following a Sept. 1, 2000,
amendment to the Energy Purchase Agreement with Consolidated
Edison. Prior to the amendment, Consolidated Edison provided
more than 90% of project revenues through its contractual
capacity and energy payments. While Con Edison is still
obligated to purchase 740 MW of the project's capacity through
Oct. 31, 2014, it has no obligation to purchase electrical
energy produced at the project, the majority of which is now
sold into the electric market administered by the New York
Independent System Operator. Sales of capacity to Con Edison now
represent only 50% of projected revenues. Given these
circumstances and the alternatives available to Independence for
selling energy in the future, Fitch views the risk profile of
the project to be consistent with a `BBB-` rating.

Sithe Independence is a 1,000-megawatt, natural gas-fired
cogeneration project located in Scriba, NY. The project began
commercial operation in December 1994 and is owned by
Sithe/Independence Power Partners, L.P., a subsidiary of Sithe
Energies, Inc. The notes and bonds were issued by Sithe Funding,
with an unconditional guarantee from the partnership. Sithe
Energies, Inc. is owned 49.9% by Exelon Fossil Holdings, Inc.,
34.2% by Vivendi Universal, SA, 14.9% by Marubeni Corporation
and 1% by management.


SPINCYCLE: Further Extends Restructuring Offer to June 4
--------------------------------------------------------
SpinCycle, Inc. has elected to extend the expiration date of its
exchange and consent offer until June 4, 2001 at 5:00 p.m.
(Eastern time). The expiration date is being extended in order
to permit holders of notes that have not yet done so to offer
their notes for exchange.

On April 6, 2001, SpinCycle, Inc. commenced an exchange offer to
the holders of its senior discount notes due 2005 and a consent
solicitation to a prepackaged plan of reorganization to holders
of record of the notes as of April 2, 2001 as described in
SpinCycle's confidential restructuring memorandum dated April 6,
2001.

In April 1998, SpinCycle sold the notes in a 144A offering to
qualified institutional buyers. As of May 1, 2001, the notes
represent $144,990,000 in accreted principal amount. Pursuant to
the same memorandum, SpinCycle simultaneously solicited the
consent of its common and preferred stockholders to the exchange
and prepackaged plan of reorganization. As of 5:00 p.m. (Eastern
time) on May 21, 2001, holders of notes representing
$104,650,000 (approximately 72%) in accreted principal amount
had consented to the exchange offer and prepackaged plan. As of
that time SpinCycle had also received the requisite vote of each
class of its stockholders to the exchange and prepackaged plan.


STREAMSEARCH.COM: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
StreamSearch.com Inc., once one of St. Louis' most promising
Internet companies, filed for chapter 11 bankruptcy protection,
according to the St. Louis Post-Dispatch. Robert Shambro,
founder and chief executive, said the company would continue to
operate while it searches for a buyer. Shambro said several
potential purchasers had indicated an interest in StreamSearch's
assets. StreamSearch operates a web site that it bills as the
Internet's most comprehensive source of audio and video files.
(ABI World, May 21, 2001)


STREAMSEARCH.COM: Chapter 11 Case Summary
-----------------------------------------
Debtor: Streamsearch.com, Inc.
         7733 Forsyth Blvd. Suite 2300
         Saint Louis, MO 63105

Chapter 11 Petition Date: May 17, 2001

Court: Eastern District of Missouri (St. Louis)

Bankruptcy Case No.: 01-45666

Judge: David P. McDonald

Debtor's Counsel: Norman W. Pressman, Esq.
                   121 Hunter Rd.
                   St. Louis, MO 63124
                   314-727-1717


TELIGENT INC.: Files Chapter 11 Petition In S.D. New York
----------------------------------------------------------
Teligent, a provider of broadband communications services,
announced that the Company and its domestic subsidiaries plan to
reorganize under Chapter 11 of the U.S. Bankruptcy Code.

The filing, made voluntarily in the U.S. Bankruptcy Court for
the Southern District of New York, will enable Teligent to
continue to offer and provide high quality broadband voice and
data solutions while reorganizing its capital structure.

Teligent expects to continue its day-to-day operations while it
uses the reorganization process to regain the financial strength
it requires to compete effectively and bring the benefits of
competition to businesses. The company has entered into an
interim arrangement with its lenders to provide funds, subject
to certain conditions, for near-term operations.

"The demand for last-mile broadband access remains insatiable,"
said Teligent Chief Executive Officer Yoav Krill. "Teligent is
one of a few telecommunications providers who has built an
extensive last-mile broadband network throughout the country.
Our goal is to emerge from this reorganization with the
appropriate cost framework to allow us to maximize the value of
our nationwide network, positioning the company for significant
future growth."

                        About Teligent

Based in Vienna, Virginia, Teligent, Inc. (NASDAQ:TGNT) is a
provider of broadband communication services offering business
customers local, long distance, high-speed data and dedicated
Internet services over its digital SmartWave(TM) 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.


TELIGENT INC.: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Teligent, Inc.
              8065 Leesburg Pike, Suite 400
              Vienna, VA 22182

Debtor affiliates filing separate chapter 11 petitions:

              Teligent Services, Inc.
              American Long Lines, Inc.
              Association Communications, Inc.
              Auctel, Inc.
              BackLink, L.L.C.
              Easton Telecom Services, Inc.
              Executive Conference, Inc.
              FirstMark Communications, Inc.
              InfiNet Telecommunications, Inc.
              JTel, L.L.C.
              KatLink, L.L.C.
              OMC Communications, Inc.
              Quadrangle Investments, Inc.
              Telecommunications Concepts, Inc.
              Teligent Communications, L.L.C.
              Teligent License Co. I, L.L.C.
              Teligent License Co. II, L.L.C.
              Teligent Professional Services, Inc.
              Teligent Telecommunications, L.L.C.
              Teligent of Virginia, Inc.

Type of Business: The company is in the business of providing
                   telecommunication services in the form of
                   local and long distance telephony, high-speed
                   data, and Internet access service through its
                   SmartWaveT local networks in 43 major domestic
                   markets and internationally.

Chapter 11 Petition Date: May 21, 2001

Court: Southern District of New York

Bankruptcy Case Nos.: 01-12974 through 01-12981; 01-12983;
                       01-12985; 01-12986; 01-12989 through
                       01-12991; 01-12993; 01-12994; 01-12997;
                       01-12999; 01-13002 through 01-13004

Judge: Stuart M. Bernstein

Debtors' Counsel: James H.M. Sprayregen, Esq.
                   Matthew N. Kleiman, Esq.
                   Lena Mandel, Esq.
                   Kirkland & Ellis
                   Citigroup Center
                   153 East 53rd Street
                   New York, NY 10022
                   (212)-446-4800

Total Assets: $1,209,476,000

Total Debts: $1,649,403,000

Debtor's 30 Largest Consolidated Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
First Union National Bank     Bond Debt, 11.5%    $440,000,000
(Indenture Trustee for        Senior Discount
Senior Discount Notes)        Notes due 2008
Attn: Francis Beam
Vice President
901 East Cary Street
Richmond, VA 23219
Ph: 804-698-5468
Fax: 804-698-5421

First Union National Bank     Bond Debt, 11.5%   $ 300,000,000
(Indenture Trustee for        Senior Notes
Senior Notes)                 due 2007
Attn: Francis Beam
Vice President
901 East Cary Street
Richmond, VA 23219
Ph: 804-698-5468
Fax: 804-698-5421


Nortel Networks Inc.          Trade Debt           $ 5,111,303
Attn: VP & GM, Access
Networks
5555 Windward Parkway
Suite B, Alpharetta
GA 30201
Ph: 770-661-5272
Fax: 770-661-4000

DMC Stratex Networks          Trade Debt           $ 3,955,345
Attn: Charles Nelson
170 Rose Orchard Way
San Jose, CA 95134
Ph: 770-985-8583
Fax: 770-985-9355

Level3 Communications         Trade Debt           $ 2,109,686
Attn: Traci Conine
1025 Eldorado Drive
Broomfield, CO 80021
Ph: 720-888-1000
Fax: 303-635-6965

MCI WorldCom                  Trade Debt           $ 1,165,454
Attn: Robert Finch
8100 Boone Blvd.
Suite 400
Vienna, VA 22182
Ph: 703-852-6700
Fax: 703-852-6444

MetaSolv                      Trade Debt           $ 1,027,000
Attn: David Crabtree
5560 Tennyson Parkway
Plano, TX 75024
Ph: 972-403-8300
Fax: 972-403-8333

XO Communications            Trade Debt              $ 920,054
Attn: Yolanda Portillo
1400 Parkmoor Avenue
San Jose, CA 95126
Ph: 408-817-2401
Fax: 408-817-2810

DMR Consulting Group,        Trade Debt              $ 728,891
Inc.
Attn: Bill Giles
3141 Fairview Park Dr.
Suite 400
Falls Church, VA 22042
Ph: 703-641-8516
Fax: 703-573-2146

Marsh & McLennan, Inc.       Trade Debt              $ 709,630
Attn: Bob Connelly
1225 23 rd St., NW
Suite 400
Washington, DC
Ph: 202-828-7900; 202-263-7663
Fax: 202-263-7700

ADC Software Systems         Trade Debt              $ 689,053
USA Inc.
Attn: Robert Lundberg
12501 Whitewater Dr.
Minnetonka, MN 55343-9498
Ph: 770-420-0824
Fax: 612-946-3250

Dean & Company               Trade Debt              $ 626,031
Strategy Cons.
Attn: Dean Wilde
8065 Leesburg Pike
5th Floor
Vienna, VA 22182
Ph: 703-506-3900
Fax: 703-506-3905

A.L.B.S. Construction        Trade Debt              $ 576,600
Attn: Anthony Baroud
2225 E. Oakton Ave.
Arlington Heights, IL 60005
Ph: 847-690-0871
Fax: 847-690-0885

Digital Communications       Trade Debt              $ 553,112
Group
Attn: Jim Delany
21356 Nordhoff St., #109
Chatsworth, CA 91311
Ph: 818-700-8842
Fax: 818-700-1952

webMethods                   Trade Debt              $ 526,747
Attn: Mike O'Brien
3930 Pender Dr.
Fairfax, VA 22030
Ph: 703-460-2500
Fax: 703-460-6068

Carrier Access Corp          Trade Debt              $ 523,510
Attn: Sheren Tedeschi
5395 Pearl Parkway
Boulder, CO 80301-2490
Ph: 303-442-5455
Fax: 303-443-5908

Dell Receivables LP          Trade Debt              $ 511,338
One Dell Way
Attn: Mr. Russo
Round Rock, TX 78682
Ph: 512-338-4400; 512-728-7079
Fax: 512-728-1881

Hewlett Packard              Trade Debt              $ 496,857
Attn: Jim Bersani
2101 Gaither Road
Rockville, MD 20850
Ph: 410-362-7564
Fax: 410-362-7650

Timebridge Technologies      Trade Debt              $ 472,306
Attn: Thomas Melhuisn
10001 Derekwood Lane
Lanham, MD 20706-4865
Ph: 301-306-0800;
     301-459-2701
Fax: 301-306-9111

Electric Lightwave, Inc.     Trade Debt              $ 406,878
Attn: Matt Roller
4400 NE 77 th Ave.
Vancouver, WA 98662
Ph: 916-444-1744
Fax: 916-491-6207

Bell Atlantic                Trade Debt              $ 378,554
Attn: James Attwood
1095 Avenue of
the Americas
New York, NY 10036
Ph: 212-395-2121
Fax: 212-395-1285

Complete Plant               Trade Debt              $ 350,358
Maintenance
Attn: Jeff Blike
4648 North 105 th Ave.
Phoenix, AZ 85037
Ph: 949-261-9611
Fax: 949-261-9606

Mercury National             Trade Debt              $ 343,510
Construction
Attn: Anthony Feorenzo
1495 Palisades Ave.
Fort Lee, NJ 07024
Ph: 201-947-7690
Fax: 201-947-5600

Ikon Office Solutions        Trade Debt              $ 336,374
Attn: Dorian Groves
4900 Seminary Road
12 th Floor
Alexandria, VA 22311
Ph: 703-998-7200
Fax: 703-998-6840

North American Van Lines     Trade Debt              $ 335,156
Attn: Rick Burton
5001 US Hwy. 30W
Ft. Wayne, IN 46818
Ph: 219-429-1534
Fax: 219-429-2903

Sunrise Telecom, Inc.         Trade Debt             $ 334,979
Attn: Tyrone Pritt
22 Great Oaks Blvd.
San Jose, CA 95119
Ph: 408-363-8000;
     703-339-2260
Fax: 408-363-8313;
     703-339-2261

W.B. Doner & Company          Trade Debt             $ 317,071
Attn: M. Kevin Wixted
400 East Pratt St.
Baltimore, MD 21202
Ph: 410-347-1600
Fax: 410-385-9329

Radio Waves, Inc.             Trade Debt             $ 304,448
Attn: Tony Cracknell
101 Billerica Ave.
Building 4
Billerica, MA 01862
Ph: 978-663-5777x13
Fax: 978-663-5568

CIMCORP                       Trade Debt             $ 287,126
Attn: Mark Sanford
6025 Wall Street
Sterling Heights, MI 48312
Ph: 810-264-5300
Fax: 810-264-5305

Sun Microsystems, Inc.        Trade Debt             $ 280,653
Attn: Steve Markovich
7900 West Park Drive
Suite A110
McLean, VA 22101
Ph: 703-204-4100
Fax: 703-208-5858


ULTRA MOTORCYCLE: Files Chapter 11 Petition in C.D. California
--------------------------------------------------------------
Ultra Motorcycle Co. (OTCBB:UMCC) filed a petition for relief
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Central District of California on May
21, 2001. The filing was necessitated by the threat of a
foreclosure sale scheduled later that day by the company's
secured creditor, Finova Mezzanine Capital Inc. Although UMC is
in discussions with prospective new lenders to refinance the
Finova debt, UMC and Finova have been unable to reach an
agreement to extend the foreclosure date.

UMC is continuing all normal business operations and will
continue uninterrupted services to its dealers and customers.
"UMC wishes to reassure its shareholders, its customers, and its
dealers that the company will continue to operate without
interruption. We remain dedicated to serving the needs of our
customers and dealers and turning out the high-quality product
that they and the industry have come to expect of Ultra. We feel
that we will be able to reach an accord with Finova, through the
bankruptcy process, obtain needed financing from one of our
prospective new lenders, and come out of this Chapter 11
proceeding much stronger and more confident of a successful
future, than ever before," said Harold "Hal" Collins, chief
executive officer and president. "Protecting the investments of
our shareholders, the livelihoods of our employees and the
interests of our customers and dealers are our priorities."

UMC is taking steps to ensure that it will meet its obligations
to its vendors and suppliers. Collins commented, "We have
requested and expect to receive a prompt authorization from the
Court to continue to pay all salaries, wages and benefits to our
valued employees."

UMC is a leading designer, manufacturer and distributor of high-
quality, American-made heavyweight cruiser motorcycles. UMC
models include the Sledgehammer, Fat Pounder, Fat Pounder ST,
Ground Pounder, Ground Pounder ST, Avenger, Jackhammer ST, Wide
One, Wide Two, and Titanium Series 1 and 2. All of the Ultra
models are manufactured at the company's corporate headquarters
and manufacturing facility in Mira Loma. Ultra motorcycles are
distributed through a nationwide dealer network.


US DIAGNOSTIC: May File For Bankruptcy If Unable To Cure Debt
-------------------------------------------------------------
US Diagnostic Inc. (OTCBB:USDL) reported its financial results
for the quarter ended March 31, 2001. For the quarter ended
March 31, 2001, the Company generated a loss from continuing
operations of $3.4 million that equaled the $3.4 million loss
for the quarter ended March 31, 2000. Income from discontinued
operations for the quarter ended March 31, 2001 was $2.2
million, and included a net gain on disposition of discontinued
operations of $1.0 million, net of income taxes. Loss from
discontinued operations for the three months ended March 31,
2000 was $1.3 million. Net loss was $1.2 million or $0.05 per
common share (basic and diluted) for the quarter ended March 31,
2001 as compared to a net loss of $4.7 million or $0.21 per
common share (basic and diluted) for the quarter ended March 31,
2000.

Based on its current estimates, the Company anticipates that,
absent completion of additional center sales or the availability
of additional short term liquidity, its current cash and cash
generated from operations will be insufficient to meet its
anticipated cash needs; however, if its principal repayments can
be appropriately restructured, the Company believes that its
cash flow will be sufficient to permit it to operate its
remaining imaging centers, service its restructured debt
obligations and, as market conditions allow, sell the Company as
a whole or complete the sale of the remaining centers over time,
although there can be no assurance in this regard. The Company
expects to begin meeting with its debt holders during June to
discuss a proposed debt restructuring. As previously reported,
the Company has committed certain defaults under its 9%
Subordinated Convertible Debentures, including the failure to
make an interest payment that was due March 31, 2001. These
defaults could give rise to an acceleration of the maturities of
the Debentures and may constitute cross defaults under other
debt instruments of the Company.

Unless the Company can successfully restructure its
indebtedness, sell additional imaging centers or otherwise
obtain liquidity in the short term, the failure to make the
payments described above and other payments that are due, the
related defaults and potential cross defaults, the lack of
working capital and the inability to incur additional debt will
have a material adverse effect on the Company's ability to
maintain its operations, as well as its financial condition.
Moreover, if these matters cannot be resolved successfully, the
Company would be required to pursue other options, which could
include seeking a reorganization under the federal bankruptcy
laws.

For financial statement purposes, the assets, liabilities and
results of operations (except for cash flows) of the imaging
centers have been segregated from those of continuing operations
and are presented in the Company's condensed consolidated
financial statements as discontinued operations. The
accompanying condensed consolidated statements of operations for
the quarters ended March 31, 2001 and 2000 have been
reclassified to reflect this presentation.

US Diagnostic Inc. is an independent provider of radiology
services with locations in 10 states and owns, operates or
manages 40 fixed site diagnostic imaging facilities.


W.R.GRACE: Paul Price Seeks Relief To Pursue Zonolite Litigation
----------------------------------------------------------------
William D. Sullivan of the Wilmington firm of Elzufon, Austin,
Reardon, Tarlov & Mondell, joined by each of Elizabeth J.
Cabraser, Fabrice N. Vincent, and John Low-Beer of the San
Francisco firm of Lieff, Cabraser, Heimann & Bernstein LLP, and
Thomas M. Sobol as proposed class counsel, together with Jan R.
Schlichtmann, Hector D. Geribon, and Matthew L. Tuccillo of the
Boston branch of that firm, and John G. Stoia, Timothy G. Blood,
and Jobeth Halper of the San Diego firm of Milberg, Weiss,
Bershad, Hynes & Lerach LLP, and other attorneys and firms,
presented a Motion seeking relief from the automatic stay of
creditor action attendant upon the commencement of W. R. Grace &
Co.'s bankruptcy case on behalf of Paul Price, individually and
as a class representative in the litigation styled "In re
Zonolite Attic Products Liability Litigation" pending before
District Judge Saris in the United States District Court for
Massachusetts. Mr. Sullivan asked Judge Farnan to modify the
stay so as to permit Judge Saris, who is sitting by designation
by the Multi-District Litigation panel in the Massachusetts
matter, to conclude proceedings and decide the question of
whether to certify a nationwide class of persons whose property
contains Zonolite Attic Insulation, and to enable the Court and
the parties to resume ongoing, discrete discovery in this
litigation

         The Official BI Committee says "No Relief"

The Official Committee of Asbestos Bodily Injury Claimants
objected to the Motion, telling Judge Farnan that the proposed
class plaintiffs are only a subset of the individuals who
possess asbestos-related claims against the Debtors' estates.
The Committee submitted it is too early in these proceedings to
permit one group of litigants to proceed with piecemeal
adjudication of such claims outside of the Bankruptcy Court.
Moreover, the Massachusetts litigation is not mature, so no harm
will result to the proposed class plaintiffs by denying relief
at this time.

Additionally, the class plaintiffs sought relief in
Massachusetts predicated, in part, upon theories of fraudulent
conveyances. The Debtors are presently seeking injunctive relief
to prevent the litigation of such theories against third parties
to these cases. The Committee has joined in that matter,
suggesting to Judge Farnan that he maintain status quo in the
Massachusetts actions to permit the parties to these
reorganization cases sufficient time to determine the best way
to proceed. Granting the relief requested in this Motion would
frustrate the parties' abilities to determine the proper manner
to deal with these claims globally and should be denied. (W.R.
Grace Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WASHINGTON GROUP: Court Issues Injunction Against Raytheon
----------------------------------------------------------
Washington Group International announced that The District Court
of the Fourth Judicial District of the State of Idaho has ruled
decisively in its favor and issued a mandatory preliminary
injunction requiring Raytheon Company to produce an audited
balance sheet-- the triggering document for a cash adjustment of
the company's July 7, 2000 purchase of Raytheon Engineers &
Constructors (RE&C).

The Honorable Deborah A. Bail, District Judge of the Fourth
Judicial District, ordered that "Washington Group's right to
have the Audited April Balance Sheet is absolutely clear. It is
entitled to specific performance of the obligation through a
preliminary mandatory injunction."

The Court ordered that if Raytheon Company's auditor,
PriceWaterHouse Coopers-- Boston (PwC-Boston) "is unable to
produce the Audited April Balance Sheet, then it may provide a
qualified opinion on those areas where it can form an opinion.
If all that PwC can provide is a qualified opinion, then the
purchase price adjustment procedure may commence on that basis.
If it is unwilling to do even that, then on May 29th, 2001 the
Court will select a nationally recognized accounting firm to
oversee the purchase price adjustment process."

"We are very pleased with this decisive ruling," said Stephen G.
Hanks, Washington Group President. "This is a clear and
undeniable victory for Washington Group and affirms our position
that Raytheon has misused the purchase price adjustment process
to Washington Group's severe detriment. Proceeding with this
process in a timely manner, as ordered by the Court, will assist
us in implementing our Plan of Reorganization and emerging from
Chapter 11 as expected."

In a nineteen page Decision and Order on Washington Group's
motion, the Court noted "there is also, plainly, a run-out-the-
clock approach being followed by Raytheon in which it is
unlikely that the Audited Balance Sheet will ever be produced
and the process for purchase price adjustment ever commenced
unless the Court takes action." The Court made this ruling while
acknowledging that Washington Group "has made an enormous effort
to provide information to PwC and to enable the completion of
the audit process."

The April Audited Balance sheet, originally due September 5,
2000 and later extended to January 14, 2001, is to be prepared
by PwC-Boston, the usual auditor for the RE&C companies prior to
their sale to Washington Group. The Court stated that Washington
Group "repeatedly recognized that the auditor . . . has the
right to make requests for additional documents but noted that
the "repetitive nature of the requests and their volume have
raised questions."

The Court cited a "Generally Accepted Auditing Standard" AU
S.23, which, according to the Court, "sets forth a standard
which appears to have been forgotten in this case." The Court
opined on the application of this standard in this matter: "The
endless nature of this audit, its repetitiveness, its
consumption of time without the production of any result call
into question whether this standard has been met."

"Moreover," the Court wrote, "since PwC's financial work formed
the basis for this transaction, one questions whether PwC-Boston
may have its own reasons for delay apart from the obvious
interest of Raytheon in never completing the process.  If there
were indeed misstatements in the December 1999 period through
April and through June, the previously issued financial
statements would have to be reconsidered or adjusted as well."

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.

On May 14, 2001, Washington Group announced that it had reached
an agreement in principle with its bank group steering committee
on a Plan of Reorganization (the Plan) 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.

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.

                        Markets Served

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.


WHX CORPORATION: Posts $10.2 Million Net Loss For Q1 2001
---------------------------------------------------------
WHX Corp. (NYSE: WHX) reported a net loss of $10.2 million, on
sales of $156.1 million, for the first quarter of 2001 compared
with a net loss of $6.7 million, on sales of $467.7 million, for
the first quarter of 2000. After deducting accruals for
preferred dividends, net loss per common share was $1.05 for the
first quarter of 2001 compared with a $.84 net loss per common
share for the first quarter of 2000.

On November 16, 2000, Wheeling-Pittsburgh Corporation (WPC), one
of the Company's wholly owned subsidiaries, and its
subsidiaries, filed petitions seeking reorganization under
Chapter 11 of the United States Bankruptcy Code. As a result of
the Bankruptcy Filing, the Company has, as of November 16, 2000,
deconsolidated the balance sheet of WPC and its subsidiaries. As
a result of such deconsolidation, the consolidated balance sheet
at March 31, 2001 and December 31, 2000 do not include any of
the assets or liabilities of WPC and its subsidiaries, and the
accompanying March 31, 2001 consolidated statement of operations
and the consolidated statement of cash flows excludes the
operating results of WPC. Since November 16, 2000, the Company
has accounted for its investment in WPC and its subsidiaries on
the cost method. The Bankruptcy Filing and the resultant
deconsolidation of WPC as of November 16, 2000 affect
comparisons between the first quarter of 2001 and the first
quarter of 2000.

           Operating Results and Investment Returns

For the first quarter of 2001, operating income was $.6 million,
compared to operating income of $14.8 million in the first
quarter of 2000.

Handy & Harman (H&H) reported segment operating income of $1.3
million in the first quarter of 2001, compared to operating
income of $9.5 million in the first quarter 2000. H&H segment
operating income in the first quarter of 2001 was impacted by a
$3.4 million non-cash charge related to a lower of cost or
market write-down of precious metals inventory.

Unimast Inc. reported operating income of $2.2 million in the
first quarter of 2001 compared to $5.1 million in the first
quarter of 2000 reflecting weakness in market prices for its
products.

Other expense was $3.4 million in the first quarter 2001 as
compared to $6.7 in the first quarter of 2000.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) and other expense totaled $7.9 million in the first
quarter of 2001, compared to $42.9 million in the first quarter
of 2000. H&H's EBITDA in the first quarter of 2001 including the
$3.4 million precious metals charge was $7.4 million compared
with $15.2 million EBITDA in the first quarter of 2000. Unimast
reported EBITDA of $3.1 million in the first quarter of 2001
compared with $6.3 million in the first quarter of 2000. WPC's
EBITDA is not included in the first quarter 2001 as a result of
the deconsolidation event associated with it's November 16, 2000
Bankruptcy filing. WPC had first quarter 2000 EBITDA of $21.7
million.

                   Liquidity and Capital

At March 31, 2001, total liquidity, comprising cash, short-term
investments and funds available under bank credit arrangements,
totaled $121.2 million compared with $129.5 million at December
31, 2000. At March 31, 2001, funds available under credit
arrangements totaled $47.9 million.


* Meetings, Conferences and Seminars
------------------------------------
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@airacira.org

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 27-30, 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
    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

August 10-11, 2001
    Association of Insolvency and Restructuring Advisors
       Distressed M&A Conference
          Ocean Place Conference Resort, Long Branch, New Jersey
             Contact: aira@airacira.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 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 3-6, 2002 (tentative)
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute I
          Park City Marriott Hotel, Park City, Utah
             Contact:  770-535-7722 or Nortoninst@aol.com

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 10-13, 2002 (tentative)
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton, Las Vegas, Nevada
             Contact:  770-535-7722 or Nortoninst@aol.com

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 ***