TCR_Public/010524.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 24, 2001, Vol. 5, No. 102

                             Headlines

ADAPTIVE BROADBAND: Nasdaq Notifies of Delisting Shares
AKORN INC.: Restructuring Senior Debt Facility
AMERICAN AIRCARRIERS: Appoints Elaine Rudisill as President/CEO
BANK NEGARA: S&P Lowers Counterparty & Unsecured Ratings to CCC+
BULL RUN: Reports Third Quarter Losses and Restatement

CALIBER LEARNING: Fails To Meet Nasdaq's Listing Requirement
CALIBER LEARNING: Chris Nguyen Steps Down As President And CEO
CASUAL MALE: Intends To Maintain Stores And Employees
CELLEX BIOSCIENCES: Delays Filing Financial Results With SEC
CELLEX: Schedules Special Shareholders' Meeting On June 18

CLARIDGE HOTEL: Court Confirms 4th Amended Reorganization Plan
CONTINENTAL INFORMATION: Receives Nasdaq's Delisting Notice
DIGITAL DESCRIPTOR: Gives Restructuring Update
DOLPHIN TELECOM: S&P Cuts Senior Debt Rating To C From
DRUG EMPORIUM: New Owner Big "A" Infuses Cash & Re-Opens Stores

EAGLE FOOD: Annual Shareholders' Meeting Set For June 27
FREEPORT-MCMORAN: Credit Ratings Dive To Junk Levels
GENESIS HEALTH: Resolves Claims Dispute With Veloric
GLOBALMEDIA.COM: Canadian Dot.Com Declares Bankruptcy
GOLF TRUST: Stockholders Approve Plan of Liquidation

HOLLEY PERFORMANCE: Standard & Poor's Junks Debt Ratings
HORIZON PHARMACIES: Releases First Quarter Financial Results
ICG COMM.: Denver Moves For Setoff Of Tax & Contract Obligations
INTEGRATED HEALTH: Rejects Nine Rotech Real Property Leases
LODGIAN INC.: S&P Credit Ratings Fall And Remain On Watch

LOEWEN GROUP: Rejecting Alger Group Agreements
LOEWS CINEPLEX: Creditors Seek To File Own Chapter 11 Plan
LTV CORP.: US Trustee Amends Noteholders' Committee Membership
MAXICARE HEALTH: Reports Weak First Quarter 2001 Results
MONEY'S FINANCIAL: Asks Court To Set Plan Confirmation Hearing

NAMIBIAN MINERALS: Posts Fourth Quarter And FY 2000 Results
NATIONAL HEALTH: Delays Filing of First Quarter 2001 Results
OLDGEN INC.: Wants to Retain KPMG as Tax Compliance Advisors
OPTEL INC: Seeks Extension of Co-Exclusive Right to File Plan
PACIFIC GAS: UST's Appointments To Official Ratepayers Committee

PHOENIX RESTAURANT: Selling Stores To Pay Debt
REVLON INC.: First Quarter 2001 Net Loss Amounts To $47 Million
STARTEC GLOBAL: May Cease Operations If Debt Restructuring Fails
TECMAR TECHNOLOGIES: Emerges From Chapter 11 Bankruptcy
TELIGENT INC.: S&P Assigns D Ratings in Wake of Bankruptcy

VIATEL INC.: Proposes $3,700,000 Employee Retention Plan
W.R. GRACE: Obtains Approval of Proposed Reclamation Procedures
WASHINGTON GROUP: Wins $43MM Deal to Construct Facility in Egypt

                             *********

ADAPTIVE BROADBAND: Nasdaq Notifies of Delisting Shares
-------------------------------------------------------
Adaptive Broadband Corporation was advised by Nasdaq on May 21,
2001, that its securities would be delisted from the Nasdaq
Stock Market effective with the open of business Tuesday, May
22. Trading in the securities has been suspended since May 14,
2001.

Adaptive Broadband also stated that it currently intends to
request review of Nasdaq's delisting decision as permitted by
Nasdaq's rules. The Company is not able to provide assurance
that any request for review that it may make will be successful.

The Company reiterated its prior statement that it currently
expects to complete its accounting review and bring its
Securities and Exchange Commission filings current no later than
June 15, 2001. After bringing its filings current, the Company
intends to seek to have one or more market makers quote its
common stock on Nasdaq's OTC Bulletin Board. The Company will
also seek to arrange for one or more market makers to quote its
common stock on the Pink Sheets quotation service, which does
not require that issuers of quoted securities be current in
their periodic filings. Despite these intentions, the Company is
not able to provide assurance with respect to when or if its
Securities and Exchange Commission filings will be brought
current or quotations will be available for its common stock.

              About Adaptive Broadband

Adaptive Broadband (www.adaptivebroadband.com) is a data
networking solutions company that provides leading-edge
technology for the deployment of broadband wireless
communication over the Internet. Its AB-Access(TM) fixed
wireless broadband platform bridges the last mile, currently
replacing the local loop for corporate and small business
subscribers and migrating to the residential market. Combining a
leading packet-on-demand technology and time division duplexing,
it offers data transmission at rates up to 25 Mbps -- providing
the capability for voice, real-time video conferencing,
transmission of full streaming video, web surfing, and
transmission of data files -- all simultaneously and over one
connection.


AKORN INC.: Restructuring Senior Debt Facility
----------------------------------------------
Akorn, Inc. (Nasdaq: AKRN) announced results for the first
quarter ended March 31, 2001. Net loss for the quarter was
$12,977,000 or ($0.67) per share, as compared to net income of
$1,794,000 or $0.10 per share reported for the comparable 2000
first quarter.

Sales totaled $6,076,000, a 63 percent decrease as compared to
sales of $16,644,000 reported for the same period last year. The
decrease in sales primarily reflects changes in accounting
estimates for sales deductions including increases in rebates
and chargebacks of $6,728,000, and an increase in returned goods
of $2,492,000. Selling, general and administrative expenses
increased to $12,831,000, up 240%, primarily reflecting a
$7,320,000 charge for bad debt exposure and $1,310,000 of asset
impairment charges resulting from the discontinuation of a
product. Amortization of intangibles decreased from $380,000 to
$357,000, down 6% over the prior year first quarter reflecting
the exhaustion of certain product intangibles. Research and
development expenses increased to $1,157,000, up 58 percent over
the same period in 2000, due to expenses related to clinical
trials. Interest expense of $715,000 was up 6% resulting from
higher interest rates and higher outstanding debt balances over
2000.

On May 15, 2001, the Company failed to make a $1,300,000
required principal payment on its existing bank debt. Failure to
make the required principal payment as well as violations of
certain other financial covenants violated the terms of the
credit agreement. The Company has initiated discussions with the
bank group in an attempt to restructure the credit facility.

The Company had previously received a commitment letter from Dr.
John N. Kapoor, its President and interim CEO, to provide
$3,000,000 of subordinated debt on or before May 15, 2001, the
terms of which Akorn had previously disclosed in its December
31, 2000 Annual Report on Form 10-K. Dr. Kapoor has advised the
Company that he believes that material changes in the Company's
financial position and its covenant violations on the senior
bank debt prevented Akorn from complying with certain
representations and warranties which were to be contained in the
subordinated debt financing and thereby necessitated a delay in
funding the subordinated debt. The Company is continuing to
negotiate both with Dr. Kapoor and with its senior lenders to
restructure its senior credit facility and obtain the
subordinated debt on terms acceptable to the Company, its senior
lenders and Dr. Kapoor.

                 Key Business Initiatives

As part of its business-restructuring plan, the Company's goal
is to implement critical operational changes. To improve its top
line performance, Akorn will focus on a demand-driven sales
approach as compared to its historical sales strategy that
resulted in increased exposure to discounting of products and
inventory build-up at the wholesale level. Manufacturing
initiatives have been implemented to enhance production
efficiencies through yield improvements and plant utilization.
Additionally, the Company has initiated a program to more
efficiently monitor overdue accounts receivables, especially on
wholesaler accounts.

Akorn's new information technology infrastructure will also
enable the Company to more carefully monitor sales to
wholesalers and the related chargeback and rebate exposure.

                Cost Cutting Measures

In response to lower sales levels and an overall market
slowdown, the Company implemented several cost cutting measures
including a 54% reduction of the work force in its Somerset, New
Jersey facility, and a 7 person decrease in its field sales
force. Salary reductions and/or deferrals were implemented and
cover middle and upper management employees. Research and
development projects have been suspended until the Company feels
it is a more appropriate time to proceed.

"With a solid foundation comprised of core competencies in
injectables and contract manufacturing, Akorn is positioned to
assume renewed focus on its sales and marketing strategy",
stated Dr. John N. Kapoor, president and interim chief executive
officer. He added, "The new management team has reviewed past
business practices and is poised to implement key strategic
initiatives to move the Company forward."

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products.


AMERICAN AIRCARRIERS: Appoints Elaine Rudisill as President/CEO
---------------------------------------------------------------
American Aircarriers Support, Incorporated (AAS) announced the
appointment of Elaine T. Rudisill as its President, Chief
Executive Officer and a member of the Board of Directors to fill
the vacancy created by the resignation of Karl F. Brown
effective May 11, 2001. Mrs. Rudisill relinquished her position
of Senior Vice President and Chief Financial Officer of AAS. Mr.
Brown, who served as CEO of American Aircarriers Support since
its inception in 1985, resigned to pursue other opportunities.

The Company filed for bankruptcy protection under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware on October 31, 2000 after it was unable
to negotiate a reorganization budget with their former Bank
Group lenders including Bank of America, N.A., The CIT
Group/Credit Finance, Inc. and National Bank of Canada. In late
2000 the company negotiated a wind down budget with the Bank
Group to provide for an orderly liquidation process. During this
process, the company completed the sale of certain subsidiaries,
business units and assets.

     About American Aircarriers Support, Incorporated

American Aircarriers Support, Incorporated founded in 1985,
provides integrated aviation services, including maintenance,
repair and overhaul services and spare parts sales for
commercial airlines, cargo operators and maintenance and repair
facilities worldwide. The company offers engine and aircraft
management services, as well as heavy maintenance for complete
aircraft, maintenance, repair and overhaul of flight controls,
landing gear systems and jet engines at its FAA licensed
facilities.


BANK NEGARA: S&P Lowers Counterparty & Unsecured Ratings to CCC+
----------------------------------------------------------------
Standard & Poor's lowered its long-term foreign currency
counterparty credit and senior unsecured debt ratings on Bank
Negara Indonesia (Persero) Tbk. (P.T.) (Bank BNI) to triple-'C'-
plus from single-'B'-minus. At the same time, Standard & Poor's
affirmed its single-'B'-minus long-term local currency rating
and its single-'C' short-term local and foreign currency ratings
on the bank. The outlook on the long-term foreign currency
ratings remains negative while that on the long-term local
currency rating is revised to negative from stable. These rating
revisions follow Standard & Poor's rating actions on the
Republic of Indonesia.


BULL RUN: Reports Third Quarter Losses and Restatement
------------------------------------------------------
Bull Run Corporation (Nasdaq: BULL) announced that total revenue
from continuing operations for the third quarter ended March 31,
2001 was $35,645,000 compared to $39,426,000 for the same period
last year. Primarily all the revenue is attributable to the
operations of Host Communications, Inc., Bull Run's wholly owned
subsidiary, acquired December 17, 1999. Total revenue from
continuing operations for the nine months ended March 31, 2001
was $95,533,000 compared to $46,816,000 for the same period last
year, including $95,514,000 in 2001 and $45,513,000 in 2000
attributable to Host Communications.

Bull Run reported several non-cash items that impact its net
results. Amortization of acquisition intangibles, including
goodwill, negatively impacted operating results by $1,127,000
and $3,285,000 for the three months and nine months ended March
31, 2001, respectively, and by $1,113,000 and $1,300,000 for the
same respective periods ended March 31, 2000. Equity in earnings
(losses) of affiliated companies, which is Bull Run's
proportionate share of net results reported by Gray
Communications Systems, Inc., Rawlings Sporting Goods Company
and others, negatively impacted Bull Run's pretax loss by
$1,105,000 and $2,577,000 for the three months and nine months
ended March 31, 2001, respectively, and by $514,000 and $648,000
for the same respective periods ended March 31, 2000. Investment
valuation adjustments, including charges to reduce the Company's
investment in Quokka Sports, Inc. common stock and gains
resulting from the Company's dilution in its investment in Gray,
negatively impacted Bull Run's pretax loss by $1,656,000 and
$7,836,000 for the three months and nine months ended March 31,
2001, respectively, and favorably impacted pretax results by
$2,492,000 for the nine months ended March 31, 2000. Debt issue
cost amortization negatively impacted the pretax results by
$557,000 and $1,810,000 for the three months and nine months
ended March 31, 2001, respectively, and by $415,000 and $529,000
for the same respective periods ended March 31, 2000.

The Company recognized income of $3,160,000 in the nine months
ended March 31, 2001 from the cumulative effect of adopting a
new accounting standard for accounting for derivative
instruments and hedging activities. The non-cash change in value
of derivative instruments is reported as income or expense in
the current fiscal year, and amounted to $(1,359,000) and
$4,569,000 for the quarter and nine months ended March 31, 2001,
respectively.

The Company's revenue and operating results were negatively
impacted in the current year by economic conditions that
affected corporate spending on advertising and promotions.
Primarily as a result of (a) the non-cash items discussed above
representing approximately $5.8 million in pretax loss for the
quarter and $10.9 million for the nine months ended March 31,
2001; (b) the decline in revenue for the quarter ended March 31,
2001 compared to the prior year; and (c) the cumulative effect
of the accounting change, the Company reported a net loss of
$6,261,000 for the quarter and $9,464,000 for the nine months
ended March 31, 2001, compared to a prior year net loss of
$2,076,000 for the quarter and $12,786,000 for the nine months
ended March 31, 2000. Non-cash items discussed above represent
approximately $2.0 million of the pretax loss for the quarter
ended March 31, 2000.

Robert S. Prather, Jr., Bull Run's President and CEO, commented,
"Although our operating results for the quarter were
disappointing, we have initiatives in place to strengthen our
Events businesses, such as the Hoop-It-Up(TM) 3-on-3 basketball
tour now in full swing, and we are working towards significant
enhancements in our Collegiate marketing business. An economic
rebound, along with our strategic initiatives, should
substantially assist our efforts to improve our results over the
coming year, and we will continue to focus on potential cost
savings to increase our operating cash flow."

Bull Run also announced that it and its independent accountants
have completed an analysis concerning the accounting methodology
used by Universal Sports America, Inc., a company acquired by
Bull Run in December 1999. The Company discovered material
errors in Universal's accounting for and reporting of certain
asset and liability accounts specifically related to Universal's
Affinity Events business segment (also known as "Streetball") in
financial statements issued by Universal prior to, and financial
information provided subsequent to, the acquisition. Universal
was merged into Host Communications on July 1, 2000, and Host
recently completed the integration of Universal's accounting
functions with those of Host. The errors were detected by Host's
Chief Financial Officer almost immediately following the
completion of the integration. The most significant amount of
Universal's accounting errors accumulated prior to Bull Run's
acquisition of Universal.

The accounting errors do not impact cash, nor do the errors
materially impact Bull Run's previously reported operating
results for the six months ended December 31, 2000, nor do these
errors have any future impact on the ability of the Company's
operations to generate cash flow. The Company believes that it
has identified all of the errors, and that there are no other
material accounting errors pertaining to Universal's accounting
practices that could ultimately result in any future
restatements. The consolidated financial results presented in
this announcement have been restated to reflect the correction
of the accounting errors.

As a result of the accounting errors, the Company's net assets
were overstated by approximately $11.3 million as of the
December 1999 acquisition date, $13.7 million as of June 30,
2000 and $13.7 million as of December 31, 2000. The Company
corrected its financial results for the year ended June 30, 2000
by reporting an $11.3 million non-cash charge related to the
reduction in net tangible assets acquired from Universal as a
result of the correction of USA's accounting errors, plus an
additional $2.4 million net loss resulting from a correction in
USA's operating results. The Company intends to restate the
consolidated financial statements included in its Form 10-K for
the fiscal year ended June 30, 2000, as well as the condensed
consolidated financial statements included in Form 10-Q's for
the quarters ended September 30, 2000 and December 31, 2000, as
soon as practicable.

The restatement of its financial statements reflecting a
decrease in certain assets and a change in historical operating
results constituted an event of default under Bull Run's credit
facility; however, the Company is in the process of obtaining a
waiver from the lenders for all events of default, and is
currently working with the lenders on a modification to the
current credit facility which would revise future financial
covenants and provide for an extension of the current facility.

"While the accounting errors were significant, they will not
negatively impact our financial stability since much of the
error occurred before we purchased Universal," stated Prather.
"I am proud that our financial staff discovered the mistakes and
promptly reported them to the board of directors. Although we
have now quantified these errors and have procedures in place to
assure us that these or similar errors will not recur, we will
continue to investigate these matters and potential remedies for
Bull Run."

Bull Run, through Host Communications, provides affinity,
multimedia, promotional and event management services to
universities, athletic conferences, associations and
corporations. Bull Run also has significant investments in Gray
Communications Systems, Inc., an owner and operator of 13
television stations and four newspapers; Rawlings Sporting Goods
Company, Inc., a leading supplier of team sports equipment in
North America; iHigh Inc., a marketing company focused on high
school students; and Sarkes Tarzian, Inc., an owner and operator
of two television stations and four radio stations.


CALIBER LEARNING: Fails To Meet Nasdaq's Listing Requirement
------------------------------------------------------------
Caliber Learning Network (Nasdaq: CLBR), a leading provider of
eLearning infrastructure for strategic corporate initiatives, in
filing its 10-Q announced that it has been advised by the Nasdaq
Stock Market that the Company has failed to comply with the
minimum bid price requirement for continued listing on the
Nasdaq National Market as set forth in Marketplace Rule
4450(a)(5).

The Company has failed to maintain a minimum bid price for its
common stock of $1.00 over a period of 30 consecutive trading
days. Under Marketplace Rule 4310 (c)(8)(b), Caliber is provided
until July 30, 2001, to regain compliance by maintaining a bid
price of at least $1.00 for a minimum of ten consecutive trading
days on or before July 30, 2001. If the Company fails to regain
compliance with the Rule during the allotted time, Nasdaq will
provide the Company with notice that its common stock will be
delisted from the Nasdaq National Market.

The Company further disclosed that it is currently unable to
meet its principal and interest obligations on certain debt and
capital lease obligations as well as other outstanding
obligations. The Company is currently negotiating with existing
creditors and potential investors to structure a plan that would
allow it to continue operations through cash flow breakeven.

In moves to regain momentum, the Company has received proposed
terms for short-term debt financing of $750,000 from Sylvan
Learning Systems (Nasdaq: SLVN). The terms are subject to Board
of Directors approval and definitive documentation. The debt
will bear interest at ten percent and will be secured by all
assets of the Company. This funding is projected to sustain day-
to-day operations and delivery of the Company's services into
the latter part of June 2001. Given recent developments
described in this press release and the 10-Q filed with the SEC,
the Company believes that its previous financial guidance is not
reliable and is not issuing any further guidance at this time.

"The Company is continuing its efforts to seek long-term
financing. Our goal is to ensure that we achieve economic
stability in the near future," said Mark Yanson, Chief Financial
Officer, Caliber. "Additional measures to improve liquidity
include reduction in operational expenses by the elimination of
approximately 35 percent of our overall workforce. This
reduction is necessary to scale the workforce to the current
lower expected revenues in 2001. We are confident that these
changes will not affect the degree of quality service that our
customers have come to expect from Caliber."

           About Caliber Learning Network, Inc.

Caliber (Nasdaq: CLBR) is a leading provider of eLearning
infrastructure for strategic corporate initiatives. Its
interactive eLearning is delivered either live or OnDemand
directly to individual workstations, anytime, anywhere or
through a network of classroom-style learning centers. Caliber
enables Global 2000 companies to increase the reach and reduce
the cost of traditional training programs through a host of
services, including Internet, Intranet and digital satellite.
Founded in 1996 and headquartered in Baltimore, Caliber has
production facilities and Internet-ready learning centers
throughout North America and Europe. For more information, visit
http//www.caliber.com


CALIBER LEARNING: Chris Nguyen Steps Down As President And CEO
----------------------------------------------------------------
Caliber Learning Network (Nasdaq: CLBR) announced that its
president and chief executive officer, Chris Nguyen, has
resigned, effective immediately. Mr. Nguyen will continue to
serve on the Board of Directors for Caliber. Caliber's board
named Glen M. Marder, currently Caliber's chief operating
officer, as interim president and CEO while the search for a
permanent replacement for Mr. Nguyen is conducted.

"Given Caliber's current situation and its need to fully
reassess its operations and strategic direction, I told the
board I felt it would be best for the Company to have new
leadership," said Nguyen, who has been offered a position with
Sylvan Ventures LLC, the venture capital subsidiary of Sylvan
Learning Systems, Inc.

Marder has served as Caliber's chief operating officer since
early May, overseeing day-to-day operations and continued
development of the Company's e-learning services. Mr. Marder has
diverse public and private company experience as CEO, CFO and
COO roles with a demonstrated record of improving financial and
operational performance.

"While Caliber has had to make some difficult decisions
concerning the reduction of our workforce, I believe the company
is now sized and structured in a way that will bring us
financial stability, and put us on the road to profitability,"
said Marder. "With our technology, the quality of our services,
and our focus on customers, I am quite optimistic about our
prospects moving forward."

Marder added, "I appreciate Chris Nguyen's efforts in the face
of a difficult period, and look forward to continuing to benefit
from his advice as a Caliber board member. Chris has been the
strategic force and inspiration at Caliber since its inception
and we look forward to his continued support as a Caliber board
member."


CASUAL MALE: Intends To Maintain Stores And Employees
-----------------------------------------------------
Bankrupt Casual Male Corp. yesterday said it does not expect to
close a large number of its 662 clothing stores or trim much
from its 4,100-member workforce, according to The Boston Globe.
Chains operated by the Canton, Mass.-based retailer include
Casual Male Big & Tall, Repp Ltd., and Work 'n Gear. "There are
no plans for downsizing, though a job here and there may be
lost," said Michael O'Hara, the company's first senior vice
president of corporate affairs and general counsel.

Casual Male said it sought bankruptcy protection last Friday due
to an insufficient cash flow to pay vendors for new merchandise
and service its $188 million debt after holiday and first-
quarter sales failed to meet forecasts. (ABI World, May 22,
2001)


CELLEX BIOSCIENCES: Delays Filing Financial Results With SEC
------------------------------------------------------------
Cellex Biosciences Inc. has informed the SEC that it will be
late in filing its current financial statements due to the
inability to compile the information required for the financial
statements within the prescribed time. However, the Company
states that the earnings statements to be included in its
quarterly report for the quarter ended March 31, 2001, as
compared to its quarterly report for the quarter ended March 31,
2000, will reflect significant changes in the Company's results
of operations due to increases in general and administrative
expenses and research and development costs. For the quarter
ended March 31, 2001, the Company expects to report a net loss
of $1,612,000. In comparison, for the fiscal quarter ended March
31, 2000, Cellex reported a net loss of $397,000.


CELLEX: Schedules Special Shareholders' Meeting On June 18
----------------------------------------------------------
A special meeting of shareholders of Cellex Biosciences, Inc., a
Minnesota corporation, will be held on June 18, 2001, at 9:00
a.m., local time, at the Yale Club of New York, 50 Vanderbilt
Avenue, New York, NY 10017.

The Special Meeting will be held for the following purposes:

      (1) To approve the merger of Cellex Biosciences Inc. into
          Biovest International, Inc., a Delaware corporation,
          which will result in changing the Company's state of
          incorporation from Minnesota to Delaware; and

      (2) To transact such other business as may properly come
          before the Special Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on May
14, 2001 as the record date for the determination of the
shareholders entitled to notice of and to vote at the Special
Meeting or any adjournment or adjournments thereof. Only
shareholders of record at the close of business on the record
date are entitled to notice of and to vote at the Special
Meeting.


CLARIDGE HOTEL: Court Confirms 4th Amended Reorganization Plan
--------------------------------------------------------------
On May 21, 2001, The Claridge Hotel and Casino Corporation, its
wholly owned subsidiary, The Claridge at Park Place,
Incorporated (the "CPPI") and Atlantic City Boardwalk
Associates, L.P. (the "Partnership") received, from the United
States Bankruptcy Court in Camden, New Jersey, an order
confirming their Fourth Amended Plan of Reorganization pursuant
to Section 1125 [sic.] of the U.S. Bankruptcy Code.

The Plan provides for the sale of substantially all of the
assets of CPPI and the Partnership, which assets are the
Claridge Casino Hotel in Atlantic City, New Jersey, to Park
Place Entertainment Corporation. The Board of Directors has
determined that the sale of the Claridge Casino Hotel to Park
Place would return substantial value to its creditors. The
Boards' financial advisors have estimated that noteholders could
receive an approximately 83% recovery of the total claim of
$90.5 million. Under the Plan it is estimated that the unsecured
creditors will receive approximately a 61.5% recovery all
payable shortly after the Effective Date.

It is expected that the closing of the sale will occur as of the
end of the gaming day on May 31, 2001, subject to Park Place's
receiving regulatory approval from the New Jersey Casino Control
Commission. The Effective Date, which will be the Record Date
for distributions to the noteholders, will be June 1, 2001.

On August 16, 1999, the Corporation and The Claridge at Park
Place, Incorporated filed voluntary petitions under Chapter 11
of the U.S. Bankruptcy Code in order to facilitate a financial
structuring. On October 5, 1999, Atlantic City Boardwalk
Associates, L.P. filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code. The Claridge Hotel and Casino
Corporation is a closely-held public corporation and is the
issuer of $85 million of 11-3/4% First Mortgage Notes which are
publicly traded on the New York Stock Exchange under the symbol
CLAR02.


CONTINENTAL INFORMATION: Receives Nasdaq's Delisting Notice
-----------------------------------------------------------
Continental Information Systems Corporation (NASDAQ:CISC)
received a Nasdaq Staff Determination on May 16, 2001 indicating
that Continental Information Systems Corporation fails to comply
with the minimum bid price requirements for continued listing
set forth in Marketplace Rule 4310(c)(4), and that its
securities are, therefore, subject to delisting from The Nasdaq
SmallCap Market.

Continental Information Systems Corporation has requested an
oral hearing before a Nasdaq Listing Qualifications Panel to
review the Staff Determination. The hearing request
automatically stays the delisting of Continental Information
Systems Corporation's common stock, which otherwise would have
occurred on May 24, 2001, pending the decision of the Nasdaq
Listing Qualifications Panel. There can be no assurance the
Nasdaq Listing Qualifications Panel will grant Continental
Information Systems Corporation's request for continued listing.
If Continental Information Systems Corporation's common stock is
delisted following the hearing, its shares would likely trade on
the OTC Bulletin Board or in the "pink sheets," a publication of
bid and ask prices for over-the-counter stocks.

Continental Information Systems Corporation's President and
Chief Executive Officer, Michael Rosen, stated, "We believe that
we are currently in compliance with all Nasdaq continued listing
rules and intend to appeal expeditiously. We further believe
that we will be able to clearly and unambiguously demonstrate
that we have been complying with all of the requirements under
Nasdaq's continued listing rules."


DIGITAL DESCRIPTOR: Gives Restructuring Update
----------------------------------------------
Digital Descriptor Systems, Inc. (OTC Bulletin Board: DDSI) a
leading designer and marketer of digitized imaging systems for
the criminal justice and security markets, announced that the
Company restructured its operations in an effort to move toward
profitability earlier than previously announced.

As previously reported, Mike Ott, Vice President of Sales has
resigned from the Company and its Board of Directors. As part of
the restructuring, DDSI will now consolidate its Iowa sales
headquarters in their new Pennsylvania offices, which opened
last year. This restructuring will save DDSI as much as $750,000
over the next 12 months and give management direct control of
sales efforts.

DDSI also announced that the Company has received responses from
the FBI regarding certification of the patent pending Compu-Scan
device. The FBI responded with a set of "comments" to be
addressed before certification may be granted. Management is
addressing these comments and plans to resubmit a certification
review to the FBI in the near future.

Digital Descriptor Chairman and Chief Executive Officer, Mr.
Garrett U. Cohn, commented on the recent moves, "After a
thorough review of our sales results during Q1, management felt
it would be more efficient to consolidate core sales operations
to our main facility in Pennsylvania. Even though we might
experience lower sales volume in the short term, this move will
provide a dramatic cost savings of nearly $750,000 a year for
DDSI, which should put the Company on track to profitability
earlier than projected and increase gross margins. I would like
to personally thank Mike Ott for his contributions to DDSI over
the years and wish him well with his future endeavors."

Mr. Cohn went on to say, "As part of the restructuring DDSI will
also seek to add experienced outside executives to its Board of
Directors in the near future." Mr. Cohn then commented on the
recent developments to come out of the FBI certification
process, "We are very encouraged by the reception our device has
been given by the FBI. Although there were no surprises in their
comments, we will be spending some time in developing the
appropriate technical responses."

            About Digital Descriptor Systems, Inc.

DDSI develops, markets, implements and supports integrated
enterprise-wide image application designed especially for
criminal justice organizations. With more than 1,000 customers
worldwide, DDSI is an industry-leading imaging solutions
provider. The Company's customers include states, cities,
counties, corrections, justice, and public safety agencies. In
addition to the current criminal justice marketplace, DDSI is
introducing its technology into other commercial markets such as
financial, access control and the biometric identification
industry. Digital Descriptor Systems, Inc., is based in Fairless
Hills, Pennsylvania. The Internet Web-site address is www.ddsi-
cpc.com


DOLPHIN TELECOM: S&P Cuts Senior Debt Rating To C From CCC-
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Dolphin
Telecom PLC, an operator of mobile communication networks for
business customers in Western Europe, to triple-'C'-minus from
triple-'C'-plus and lowered its senior unsecured debt rating to
single-'C' from triple-'C'-minus. The ratings on Dolphin remain
on CreditWatch with negative implications, where they were
placed March 8, 2000.

In addition, Standard & Poor's lowered its corporate credit
rating on Dolphin's parent company Telesystem International
Wireless Inc. (TIW) to triple-'C' from triple-'C'-plus. The
triple-'C'-minus senior unsecured debt rating on TIW is
unchanged. TIW's ratings remain on CreditWatch with negative
implications, reflecting concerns about the ability of Dolphin
to fully fund its business plan, as well as Dolphin's weak
competitive position.

The ability of Dolphin to continue as a going concern is
dependent on the company obtaining additional funding in the
short-term as well as refinancing or extending the maturity of
its current credit facilities. Given Dolphin's extremely weak
competitive position and difficult capital market conditions,
Standard & Poor's believes there is a strong possibility that
Dolphin will not be successful in securing additional capital,
and, as such, there is a significant risk that the company will
be unable to meet its obligations over the next 12 months.
Furthermore, the ability of Dolphin to renegotiate its credit
facilities remains uncertain and presents a further short-term
threat to Dolphin's future. If Dolphin were to be in default of
its financial obligations, the repayment of its senior discount
notes could be accelerated under cross default provisions. The
failure by Dolphin to secure additional capital in the short
term will likely result in a further downgrade of its ratings
and could threaten the ratings on TIW.


DRUG EMPORIUM: New Owner Big "A" Infuses Cash & Re-Opens Stores
---------------------------------------------------------------
Under new ownership, 15 Drug Emporium stores across California
opened Tuesday with stocked shelves and 20 to 40 percent off on
many popular items. Known for discount-priced merchandise and
full-service pharmacies, Drug Emporium will soon offer new
services such as Western Union, money orders, bill-paying
services and mailing centers.

California-based Big "A" Drugstores, Inc. acquired the 15 Drug
Emporium stores in April after the Ohio-based discount drug
chain filed bankruptcy. Infused with cash and under new
management, Drug Emporium advertising hits the streets today
marketing many popular items such as greeting cards and
cosmetics 20 to 40 percent off to rebuild store traffic.

"Now that the Drug Emporium name is part of the Big 'A' chain,
it is a California owned and operated business," said Tim
Ziemke, executive vice president of Big "A" Drugstores. "We've
built-up the shelves with high demand items and added some new
services to drive in store traffic."

Big "A" CEO Edward Dallal added, "It's our intent to continue to
build consumer confidence in the Drug Emporium name under our
new ownership."

With the acquisition, Big "A" increased its retail holdings to
22 stores, all in California. Big "A" management has maintained
all Drug Emporium 500 employees who work at the 11 southern
California locations and four northern California locations. The
Big "A" purchase was finalized April 6, 2001 and included all
inventory, fixtures and equipment, and pharmacy prescription
lists. The company also took over the assignment of leases in
the 15 locations.

Founded in 1971 by pharmacist and CEO Edward Dallal, Big "A"
Drugstores, Inc. is a California owned and operated retail chain
with 22 locations. Headquartered in South Gate, the retail
drugstore chain has 700 employees. Big "A" Drugstores, Drug
Fair, Drug Barn and Drug Emporium are all names under the
privately-owned company.


EAGLE FOOD: Annual Shareholders' Meeting Set For June 27
--------------------------------------------------------
The 2001 Annual Meeting of Shareholders of Eagle Food Centers,
Inc. will be held on Wednesday, June 27, 2001 at 9:00 a.m.,
Central Daylight Time, at the Milan Community Center, Route 67
and 92nd Avenue, Milan, Illinois. The matters to be considered
and voted upon at the Annual Meeting of Shareholders are:

      (1) The election of eight persons to serve as directors of
          the Company until the 2002 Annual Meeting of
          Shareholders or until their successors shall have been
          elected and shall have qualified.

      (2) A proposal to ratify the appointment of KPMG LLP as
          independent public accountants for the current fiscal
          year.

      (3) A proposal to amend the Certificate of Incorporation to
          accomplish a reverse stock split.

      (4) A shareholder proposal to urge the sale of the Company.

      (5) Such other business as may properly come before the
          meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on May 4,
2001 as the record date for determining the shareholders
entitled to notice of and to vote at the meeting or any
adjournment or postponements thereof.


FREEPORT-MCMORAN: Credit Ratings Dive To Junk Levels
----------------------------------------------------
Standard & Poor's lowered its ratings on Freeport-McMoRan Copper
& Gold Inc.:

                                     To            From
    * Corporate credit rating        CCC+          B-
    * Senior unsecured debt rating   CCC           CCC+
    * Preferred stock rating         CC            CCC-
    * Preliminary shelf sr unsecd/
      sub debt/preferred stock       CCC/CCC-/CC   CCC+/CCC/CCC-

The rating action follows Standard & Poor's downgrade of
the long-term foreign currency issuer credit rating on the
Republic of Indonesiato triple-'C'-plus from single-'B'-minus.
The current outlook is negative.

The ratings on Freeport-McMoRan reflect the company's exposure
to the difficult operating environment and the significant
political risks in the Republic of Indonesia, as the company's
primary asset is the Grasberg complex, a copper and gold mining
complex in West Papua, Indonesia. The company's business and
financial profiles could be adversely affected by these risks,
most notably:

      * Implementation of a new regional autonomy law on
        Jan. 1, 2001, has heightened uncertainty that the West
        Papua provincial government may seek an increased stake
        in the Grasberg operations through either a partial
        transfer of Freeport's ownership or the national
        government's 9% interest in Freeport's operating
        subsidiary, P.T. Freeport Indonesia. Future disputes
        between the local government and Freeport are possible,
        as the new rules could contradict existing work
        contracts;

      * The intensifying separatist movements in West Papua; and

      * Persistent sentiment by some Indonesian and West Papuan
        legislators to renegotiate the contracts of work and
        increase revenue to the respective governments.

Freeport is one of the largest copper and gold producers in the
world, with copper and gold equity production in 2000 of 1.4
billion pounds and 1.9 million ounces, respectively. Freeport's
favorable cost profile ranks it as the lowest-cost copper
producer globally, reflecting a high gold content in its copper
ore, low labor costs, and favorable geological conditions. With
copper and gold reserves totaling 50.9 billion pounds and 63.7
million ounces, respectively, the Grasberg pit is the largest
copper- and gold-based deposit in the world and ensures Freeport
of significant long-term, low-cost production. The company
benefits from a fair degree of vertical integration due to its
ownership in two smelting and refining facilities: Atlantic
Copper S.A., in Spain, and the recently completed P.T. Smelting
Co. in Gresik, Indonesia, a joint venture with Mitsubishi
Materials Corp. (75%).

The two smelters process approximately 50% of the mine's output.

Freeport has spent more than $1 billion, primarily for the
expansion of the mining and milling operations from 125,000
metric tons per day to 230,000 metric tons per day. Given the
current political sentiment in Indonesia, it is uncertain
whether future expansion requests will be approved.

Despite unstable earnings and cash flows resulting from volatile
commodity prices, Freeport's management has been comfortable
operating with high debt leverage. Debt leverage at Dec. 31,
2000, was a very aggressive 94% (including $475 million of debt-
like preferred stock), stemming from significant capital
expenditures and an ongoing share repurchase program (with $1.15
billion in share repurchases since 1995). However, with
significantly reduced capital expenditures expected, improved
free cash flow is expected to be applied to debt reduction.
Owing to the company's superior cost position, the company's
operating margin (before depreciation, depletion, and
amortization) was a robust 42% during the fiscal year ended
Dec. 3, 2000. With Freeport committed to debt reduction and
expected improvement in ore grades, Standard & Poor's expects
improvement in the near to medium term in the company's EBITDA
to interest and funds from operations to total debt ratios from
the 3.6 times and 21.7% levels generated during 2000,
respectively.

                     OUTLOOK: NEGATIVE

The ratings outlook reflects the company's exposure to the
difficult operating environment and political risks of the
Republic of Indonesia, Standard & Poor's said.


GENESIS HEALTH: Resolves Claims Dispute With Veloric
----------------------------------------------------
Genesis Health Ventures, Inc. & The Multicare Companies, Inc.
sought and obtained the Court's authority for entering into the
Veloric Settlement Agreement to resolve a dispute that involves
net claims of $2.2 million. The Debtors submitted a separate
motion for this because the compromise and settlement exceeds
the Settlement Limits of the Settlement Procedures Order.

The dispute, in a nutshell, originated from 2 deals made by the
Debtors in 1996, the first, to acquire Geriatric & Medical
Companies, Inc. (G&MC), and the second, to lease, with an option
to purchase, 2 facilities (collectively, Mt. Laurel) in New
Jersey. Daniel Veloric was G&MC's chief executive officer, chief
financial officer and major shareholder, as well as the sole
owner and controller of the Tomahawk Entities which in turn
owned Mt. Laurel. The first deal was consummated resulting in
the G&MC Acquisition and the addition of 24 eldercare centers to
GHV.

However, the second deal, that to lease and purchase Mt. Laurel,
was abortive. The problem is, Mt. Laurel owed G&MC amounts due
under Service Contracts which allegedly totaled $5.8 million
including accrued interest as at commencement date.

            The Debtors' Acquisition of G&MC

On July 11, 1996, GHV announced its plans to merge with and
acquire Geriatric & Medical Companies, Inc., a Debtor in the GHV
chapter 11 cases, and 37 of its subsidiary entities
(collectively, G&MC) for a total purchase price of $223,000,000.
GHV consummated the merger and acquisition on October 11, 1996.
The G&MC Acquisition added 24 eldercare centers, consisting of
approximately 3,300 beds, to the Debtors' eldercare business.

             The Mt. Laurel Letter Agreement

In addition, on July 11, 1996, GHV announced that it entered
into a letter agreement in principle to lease with an option to
purchase, Mt. Laurel Nursing and Rehabilitation Center, a
skilled nursing facility, and Laurelview Manor, an assisted
living facility, both of which are located in Mt. Laurel,
Burlington County, New Jersey, from Tomahawk Holdings, Inc.,
Tomahawk Capital Investments, Inc., and Tomahawk Mt. Laurel,
Inc. The Tomahawk Entities purchased Mt. Laurel from G&MC in
1993.

From 1993 until GHV's acquisition of G&MC in October 1996, and
thereafter until February 1997, G&MC and its subsidiary HCHS,
Inc., later known as Genesis Eldercare Hospitality Services,
Inc. (GEHS), a Debtor in the GHV chapter 11 cases, provided
goods and services to Mt. Laurel, including Mt. Laurel's entire
staffing requirements, dietary and environmental services,
financial services, pharmaceutical supplies, and transportation
services, pursuant to four service contracts.

The Debtors told Judge Wizmur that, on the date GHV agreed to
acquire G&MC, Mt. Laurel owed approximately $5 million under the
Service Contracts, representing six months of billings.

        The Debtors' Claims Against the Veloric Entities

After the Mt. Laurel Letter Agreement was signed, the parties
began to document the transaction as required. The Debtors
asserted that Veloric subsequently decided not to proceed on the
terms and conditions set forth in the Mt. Laurel Letter
Agreement, and the parties' attempt to work out another deal
failed.

In the meantime, GHV consummated the G&MC Acquisition. G&MC
continued to provide Services to Mt. Laurel. Despite GHV's
efforts to collect the amounts outstanding under the Service
Contracts, Mt. Laurel continued to remain approximately six
months behind on its obligations and refused to accelerate its
payments.

In January 1997, Veloric again proposed to sell Mt. Laurel to
GHV, but GHV refused, asserting that it was under no obligation
to consummate the transaction. GHV notified Mt. Laurel that it
would cease to provide Services to Mt. Laurel because Mt. Laurel
was in default under the Service Contracts. On or about March 1,
1997, GHV terminated the Service Contracts. At that time, Mt.
Laurel owed G&MC approximately $5.5 million for unpaid amounts
due under the Service Contracts. As of the Commencement Date,
the unpaid amount due to GHV under the Service Contracts,
including accrued interest, totaled $5.8 million (the Receivable
Claim), the Debtors alleged.

In addition, on June 1, 1996, Geriatric and Medical Services,
Inc. ("G&MS," and together with GHV, G&MC, and GEHS, the
"Genesis Entities"), a wholly-owned subsidiary of G&MC and now a
Debtor in the GHV chapter 11 cases, entered into an agreement,
dated June 1, 1996, with Tomahawk Holdings to restructure that
company's obligations to G&MS. As part of that restructuring,
Tomahawk Holdings executed a $1.5 million note with $600,000 to
be paid by May 31, 2005 and $900,000 to be paid in quarterly
installments over nine years until May 31, 2005. As of the
Commencement Date, the balance owed on the Note Obligations by
Tomahawk Holdings to G&MS was approximately $1.2 million.

During 1997, G&MC, through its normal collection procedures,
attempted to collect the Receivable Claim from the Tomahawk
Entities and the amounts due to G&MS under the Note. In
response, Veloric and the Tomahawk Entities (collectively, the
Veloric Entities) asserted that the Genesis Entities had caused
losses to them by not proceeding with the agreement to acquire
Mt. Laurel set forth in the Tomahawk Letter Agreement.
Specifically, the claims asserted by the Veloric Entities total
$3.725 million as follows: (i) approximately $1.5 million, which
is the value the Veloric Entities attributed to the Option; (ii)
credits of $1.425 million related to a working capital
adjustment of the purchase price to the Veloric Entities set
forth in the Tomahawk Letter employment agreement.

The Veloric Entities also refused to pay the Receivable Claim on
the grounds that the Services rendered to Mt. Laurel were
inadequate. Specifically, the Veloric Entities claimed that they
are entitled to setoffs due to charges for expenses denied by
Medicaid and Medicare, resulting in lost reimbursement revenues
of approximately $1.1 millio.

       The Debtors' Litigation With the Veloric Entities

After negotiation attempts failed, the following four lawsuits
were filed by the parties:

      (1) The Genesis Entities filed a two-count Complaint in the
Court of Common Pleas, Montgomery County, Pennsylvania, styled
Genesis Health Ventures, Inc. and Geriatric & Medical Companies,
Inc. v. Daniel Veloric and Tomahawk Capital Investments, Inc.,
Civil Action No. 97-07872, to enjoin Veloric's activities in
violation of certain noncompete agreements entered ml among the
parties in connection with the G&MC Acquisition;

      (2) G&MC filed an 18-count Complaint in the Court of Common
Pleas, Philadelphia County, Pennsylvania, styled Geriatric &
Medical Companies, Inc. v. Daniel Veloric and Tomahawk Capital
Investments, Inc., February Term, 1999, No. 2034, suing for,
inter cilia, recovery of $5.5 million, plus interest, and fraud
arising from Veloric's alleged self-dealing in arranging for
sweetheart service contracts that benefited Mt. Laurel at G&MC's
expense;

      (3) The Veloric Entities filed a twelve-count Complaint in
the Court of Common Pleas, Philadelphia County, Pennsylvania,
styled Daniel Veloric, Tomahawk Holdings, Inc., Tomahawk Capital
Investments, Inc. and Tomahawk Mt. Laurel, Inc. v. Genesis
Health Ventures, Inc., Genesis Eldercare Hospitality Services,
Inc., Geriatric & Medical Companies, Inc. and Geriatric & Medica
Services, Inc., February Term, 1999, No. 3768, asserting various
causes of action arising from GHV/GM&C's alleged breaches of the
Tomahawk Letter Agreement;

      (4) GHV filed a one-count Complaint against Daniel Veloric
in the Court of Common Pleas, Philadelphia County, Pennsylvania,
styled Genesis Health Ventures, Inc. v. Daniel Veloric, April
Term, 1999, No. 1396, suing for fraud for allegedly making
misrepresentations to GHV regarding G&MC's value during
negotiations leading to GHV's agreement to purchase G&MC.

      Net Claims and Financial State of Tomahawk Entities

Prior to the Commencement Date, in the course of pursuing the
Actions, the Debtors began analyzing the Veloric Claims and the
Receivable Counterclaim to assess the risks involved in the
Actions compared with a global settlement. The net claims
between the Genesis Entities and the Velonc Entities is $2.2
million due to the Genesis Entities, calculated as follows:

      -- the Receivable Claim of $5.8 million; plus
      -- the outstanding Note Obligations of $1.2 million; less
      -- the Veloric Claims of $3.725 million; and less
      -- the Receivable Counterclaim of $1.1 million.

In addition, the Debtors became concerned about the financial
status of the Tomahawk Entities. The Debtors performed a
detailed financial viability analysis of Mt. Laurel - the
Tomahawk Entities' only substantial asset. Based on fmancial
statements submitted by the Veloric Entities, the Debtors
determined that Mt. Laurel produces negative cash flows and its
secured debt is significantly greater than its estimated asset
value. The Debtors were also concerned about their ability to
recover any of the corporate obligations of the Tomahawk
Entities against Veloric personally. Furthermore, Veloric
assigned to Tomahawk Capital Investments all of his rights
arising out of or described in the Actions, including all rights
arising out of counterclaims or rights of setoff or recoupment.

            The Veloric Settlement Agreement

As a result, the Debtors entered into settlement discussions
with the Veloric Entities to resolve all the issues raised by
the Actions. The negotiations culminated in the Veloric
Settlement Agreement, the principal terms of which are as
follows:

(1) Dismissal of Action

     The Actions shall be settled and dismissed with prejudice.

(2) Praecipes to Mark Settled. Discontinued, and Ended

     Counsel for the Veloric Entities and the Genesis Entities
shall execute the Praecipes to Mark Settled, Discontinued, and
Ended. Counsel for the Veloric Entities shall then file all
the Praecipes immediately upon entry of a final order by the
Court approving the Veloric Settlement Agreement.

(3) Payment by Tomahawk Capital Investments to Genesis Entities

     Tomahawk Capital Investments shall pay the Genesis Entities
$1.2 million (the Settlement Amount) within five business days
of the entry of a final order of the Court approving the
Veloric Settlement Agreement.

(4) Negotiations for Supply of Pharmaceuticals

     Tomahawk Capital Investments shall negotiate in good faith
with the Genesis Entities to provide that the Genesis Entities
shall, for a period of five years, become the supplier of
pharmaceuticals to the Mount Laurel Nursing Home and
Rehabilitation Center. Such appointment shall be subject to
entering into a mutually accepted agreement containing, among
other things, assurances by the Genesis Entities concerning
quality, timeliness of service, and market rate pricing.

(5) Veloric Entities Release of Genesis Entities

     Each of the Veloric Entities and all their related entities
completely release and forever discharge the Genesis Entities
and all their related entities from any and all prepetition
and postpetition claims, counterclaims, causes of action,
obligations, and losses asserted in the Actions or which could
have been asserted in the Actions, including, but not limited
to, any and all claims asserted by the Veloric Entities in the
Genesis Entities' bankruptcy cases, including, but not limited
to, proof of claim nos. 004018, 004019, 004020, 004038,
004213, 004214, 004215, and 004216 filed in the Genesis
Entities' chapter 11 cases.

(6) Genesis Entities Release of Veloric Entities

     Each of the Genesis Entities and all their related entities
completely release and forever discharge the Veloric Entities
and all their related entities from any and all prepetition
and postpetition claims, counterclaims, causes of action,
obligations, and losses asserted in the Actions or which could
have been asserted in the Actions, the Note Obligations, and
any claims under subchapter III of Chapter 5 of the Bankruptcy
Code.

(7) Withdrawal of Proof of Claims

     The Veloric Entities agree to withdraw any and all proofs of
claim submitted by the Veloric Entities in the Genesis Entities'
chapter 11 cases, including, but not limited to, proof of claim
nos. 004018, 004019, 004020,004038, 004213, 004214, 004215, and
004216.

The Debtors submitted that the value of the benefit of the
Veloric Settlement Agreement to the GHV estates outweighs its
costs and the costs of the potential litigation that would arise
in the absence of the Agreement.

The issues raised by the Actions are in substantial dispute, the
Debtors note. While the Debtors believe that they would
ultimately prevail, litigation over these issues would
necessarily be complex and expensive and would require extensive
discovery, including significant document production and
numerous disposition. The Debtors anticipate that such
undertakings would drain their monetary resources and divert the
attention of their management and legal personnel from the
reorganization efforts.

In addition, the Debtors note that even if the Genesis Entities
were to prevail on all issues and obtain a judgment against the
Tomahawk Entities, the judgment could be worthless in light of
the Tomahawk Entities' financial condition.

Finally, in assessing the risk of litigation, the Debtors
conducted an extensive analysis of the claims and counterclaims
among the parties. The Debtors determined that a settlement of
the Actions would be preferable and more beneficial than
litigation. Specifically, while the Genesis Entities assert a
claim for over $7 million against the Veloric Entities under the
Receivable Claim and the Note Obligations, the Veloric Claims
and Receivable Counterclaim, which in the Debtors' judgment
involve litigable issues of fact and law, total $4.8 million. If
both parties were to prevail on 100% of their claims through
litigation, a net difference due to the Genesis Entities in the
amount of $2.2 million would result. The Settlement Amount of
$1.2 million, represents 55% of the Net Genesis Claims. Taking
into account (i) the risk of the Veloric Entities' prevailing on
the Veloric Claims and the Receivable Counterclaim, (ii) the
risk of the Genesis Entities' not prevailing on the Receivable
Claim and the Note Obligations, (iii) the precarious financial
condition of the Tomahawk Entities, and (iv) the potential
difficulty of the Genesis Entities' causes of action against
Veloric, the Debtors believe that the Veloric Settlement
Agreement is fair and reasonable and in the best interest of
their estates and creditors. (Genesis/Multicare Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBALMEDIA.COM: Canadian Dot.Com Declares Bankruptcy
-----------------------------------------------------
Globalmedia.com (OTCBB:GLMC) announced that it has made a
voluntary assignment in bankruptcy under the Canadian Bankruptcy
and Insolvency Act.

Barnes, Kissack, Henfrey & George of Vancouver, British Columbia
have been appointed as Trustees in Bankruptcy. Any questions
regarding this matter should be directed to the Trustee to the
attention of Russel D. Law at russlaw@bkhg.com


GOLF TRUST: Stockholders Approve Plan of Liquidation
----------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) announced that its
stockholders approved the Company's plan of liquidation at a
special meeting of stockholders held Tuesday in Charleston,
South Carolina.

Mellon Investor Services certified that 77.2% of Golf Trust
outstanding common shares voted in favor of the plan of
liquidation, or 98% of total shares voted. Of Golf Trust
outstanding preferred stock, 100% voted in favor of the plan of
liquidation. The affirmative vote of two-thirds of all votes to
be cast by the holders of Golf Trust's preferred stock and
common stock was required to approve the plan of liquidation.

Golf Trust of America, Inc. is a real estate investment trust
involved in the ownership of high-quality golf courses in the
United States. The Company currently owns an interest in 37.5
(eighteen-hole equivalent) golf courses.


HOLLEY PERFORMANCE: Standard & Poor's Junks Debt Ratings
--------------------------------------------------------
Standard & Poor's lowered its ratings on Holley Performance
Products Inc.:

                                       To     From
      * Corporate credit rating        CCC     B-
      * Senior secured debt rating     CCC+    B
      * Senior unsecured debt rating   CCC-    CCC+

The company's debt as of April 1, 2001, totaled about $184
million. The outlook is negative.

The rating downgrades reflect Holley's weaker-than-expected cash
flow generation and constrained liquidity. The company reported
cash from operations of negative $6 million during the first
quarter of 2001. Holley's negative cash from operations was
primarily due to a $6.5 million increase in working capital
during the period. The company's operating plan had called for a
reduction in working capital of $1.7 million. Liquidity was very
constrained at the end of the first quarter, with only $0.9
million of availability under a $36 million revolving credit
facility, and no cash.

Holley implemented an inventory adjustment program in February
to reduce working capital levels and improve cash flow
generation, which led to a $2 million working capital reduction
during the month of April. Nevertheless, Holley will be
challenged to meet its $10 million working capital reduction
goal for fiscal 2001. The company has a heavy debt burden and
onerous debt service obligations, with a $9.2 million bond
interest payment due in September 2001.

Holley is a leading manufacturer of specialty products for the
performance automotive, marine, and power sports replacement
markets. The company is the largest provider of performance and
remanufactured carburetors and performance fuel-injection
systems. Other products include exhaust systems, internal engine
components, and ignition components. Holley is one of the most
recognized brand names and has the broadest distribution in the
performance automotive aftermarket.

The increasing popularity of motor sports has led to increased
demand for performance products. Demand is somewhat cyclical,
although less than that of automotive original equipment and
replacement markets. Holley's customer base is fairly
concentrated, with its two largest customers accounting for
about 20% of sales.

High financial risk results from weak operating results, an
aggressively leveraged capital structure, and heavy debt use.
Holley's operating results were very weak during fiscal 2000,
with the company reporting a net loss of $16 million and
adjusted EBITDA of only $21 million. The weak results were due
to decreased sales resulting from inventory reduction programs
of several large customers and a general decline in the
automotive aftermarket, low fixed cost absorption, high
promotional and marketing expenses, and high administrative
expenses. EBITDA of $5.7 million in the first quarter of 2001
slightly exceeded the company's operating plan and was a 25%
increase over the first quarter of 2000. Manufacturing and
administrative cost savings contributed to the increase.
Operating performance is expected to improve gradually
throughout the year as the company gains benefits from cost
savings actions and new product sales. Nevertheless, debt levels
will remain elevated and liquidity constrained. EBITDA interest
coverage was 1.05 times (x) in the first quarter, which exceeded
the company's bank covenant requirement of 1.0x. Continued
compliance will be a challenge later in the year as the covenant
increases to 1.15x by the end of the year.

                     OUTLOOK: NEGATIVE

Failure to improve operating results and cash flow generation
could result in reduced liquidity, an inability to meet debt
service obligations, and lower ratings, Standard & Poor's said.


HORIZON PHARMACIES: Releases First Quarter Financial Results
------------------------------------------------------------
HORIZON Pharmacies, Inc., (Amex: HZP; Frankfurt: HPZ) announced
its financial results for the first quarter ended March 31,
2001.

Net revenues for the first quarter of 2001 were $33,301,000 with
45 stores in operation as compared to $35,102,000 with 52 stores
in operation during the prior year period. Same store sales for
the quarter increased 3.47%. Prescription revenue accounted for
82.3% of net revenues for the quarter.

First quarter loss before interest, taxes, depreciation,
amortization (EBITDA) and other non-cash items amounted to
$338,000. Interest expense for the quarter was $1.76 million,
including $500,000 of non-cash interest from debt issues. Also,
included was a first quarter loss of $155,000 from the operation
of HorizonScripts.com and a cash charge of $447,000 of
accounting and legal fees primarily consisting of company
restructuring costs.

HORIZON reported a net loss of $3,496,000, or $.56 per diluted
share, with approximately 90% of the total loss reported as non-
cash items, in the first quarter of 2001 as compared to a net
loss of $1,604,000, or $.27 per diluted share, for the same
period in 2000.

Rick McCord, President and CEO, states, "We continue to
implement our restructuring plan focusing on the improvement of
company operations and the refinancing of our debt. In this
regard, we will continue to evaluate each store for future
contributions to company EBITDA and all areas for expense
reduction opportunities. As previously reported, we have engaged
turnaround specialists to assist us in evaluating and reviewing
all aspects of company operations for cash flow improvements."

Currently, HORIZON is a "brick and click" pharmacy Company with
over one million customers and owns and operates one Internet
pharmacy at www.horizonscripts.com, two mail order pharmacies,
45 retail pharmacies in 16 states, 16 home medical equipment
operations, five closed-door institutional pharmacies, seven
intravenous (IV) operations, and one home healthcare agency.
HORIZON's focus is to become an innovative leader in the
healthcare industry by providing value-added services to the
customers. HORIZON's business strategy is to focus primarily on
total customer service and convenience. HORIZON's revenue growth
comes from existing brick and mortar stores, acquisitions of new
stores, Internet strategy, kiosk development and joint ventures.
HORIZON's primary growth will occur with acquisitions of new
stores with conversions to the new concept store model, thereby,
improving operating efficiencies.


ICG COMM.: Denver Moves For Setoff Of Tax & Contract Obligations
----------------------------------------------------------------
Appearing through Lacy E. Holly, III, at the firm of Houghton,
Holly & Gray, LLP, in Middletown, Delaware, the City and County
of Denver, Colorado, asked Judge Walsh to permit them to setoff
ICG Communications, Inc.'s obligations to Denver for personal
property tax, sales and use taxes, telecommunications taxes, and
occupational privilege taxes against amounts owed by Denver to
the Debtors under eleven customer service contracts with Denver.

Denver told Judge Walsh that the Debtors operate businesses
within the City and County of Denver, and generate liability for
the taxes stated. Denver has presented a proof of claim saying
that the Debtors are obligated to it in the total amount of
$2,081,178.06. Partial payment for postpetition taxes in the
amount of $63,033.16 has been made by the Debtors to Denver.

Denver is a customer of the Debtors under 11 contracts. Denver
advised Judge Walsh that Denver and the Debtors have been in
frequent  communication due to "insufficient and incorrect
billing statements provided by the Debtors to Denver. Denver has
calculated the amounts it owes the Debtors as $633,136.51 as of
May 1, 2001. Denver advised that the Debtors agree this is a
correct amount.

Denver wants to setoff the following amounts:

Pre-petition:

      Denver Debt to Debtors      Debtors' Debt to Denver
      ----------------------      -----------------------
          $1,600,710.78                $236,525.08

If this setoff were permitted, the Debtors' total outstanding
obligations to Denver for prepetition taxes would be
$1,364,185.70.

Post-petition:

      Denver Debt to Debtors      Debtors' Debt to Denver
      ----------------------      -----------------------
          $480,467.28                  $396,611.43

While this offset would not fully compensate Denver for its
postpetition claim, it would reduce it, after application of the
previously received postpetition payment, to $20,822.69. The
amount Denver anticipates that the Debtors will owe in the month
of May is an additional $79,892.96. Denver requests that the
setoffs continue until all postpetition amounts are paid. To the
extent that additional, prospective postpetition taxes become
due, but are not paid by the Debtors, Denver seeks permission to
apply future payments due to the Debtors under the contracts
with Denver.

Denver reminded Judge Walsh that setoff is favored by the law to
avoid a multiplicity of suits, added expense, inconvenience,
injustice, and inefficient use of judicial resources. While
Judge Walsh ordered payment of some prepetition taxes
previously, Denver was not among the taxing entities paid under
that order, and it asserts it would be inequitable not to permit
Denver at least the remedy of setoff. Although the Bankruptcy
Code does not address setoff of postpetition amounts, Denver
cites Collier on Bankruptcy as general authority for the general
rule that a postpetition debt may be offset against a
postpetition claim so long as the debt and claim constitute
valid, mutual obligations. (ICG Communications Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Rejects Nine Rotech Real Property Leases
-----------------------------------------------------------
Integrated Health Services, Inc. sought and obtained the Court's
authority for the rejection of 9 Rotech Leases of nonresidential
real property, pursuant to Section 365 of the Bankruptcy code.

The Debtors have determined that these leases should be rejected
because they:

      (a) are of no value to the Debtors or constitute a burden
          upon the Debtors' estates: and

      (b) are unnecessary for the Debtors' continued operations.

The nine leases included in the motion relate to:

      Company Name
      / Location                               Rent
      ------------                             ----

(1) Theta Home Health Care, Inc.            $ 2,554
     d/b/a Medical Connection
     1969 Walnut Street, Montgomery AL 36106

(2) Oxygen Plus, Inc.                       $ 1,965
     P.O. Box 718, A Society Dr
     Telluride, CO 81435

(3) Professional Respiratory Care, Inc.     $ 3,115

(4) Home Medical Systems, Inc.              $ 1,455
     d/b/a Med-Services International

(5) Family Home Care, Inc.                  $ 2,700

(6) Home Medical Systems, Inc.              $ 1,350
     d/b/a Med-Services International

(7) Home Medical Systems, Inc.              $ 1,250
     d/b/a Home Health Equipment

(8) Premier Medical Inc.                      $ 863
     d/b/a Hometown Oxygen

(9) Zela Home Health Care, Inc.             $ 1,500
     d/b/a Taylor Home Health
     (Nacoqdoches Home Medical)

Judge Walrath ordered that 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)


LODGIAN INC.: S&P Credit Ratings Fall And Remain On Watch
---------------------------------------------------------
Standard and Poor's lowered its ratings on Lodgian Inc. and
Lodgian Financing Corp. (see list below). Ratings remain on
CreditWatch with negative implications, where they were placed
on March 2, 2001. Total rated debt outstanding was about $400
million as of March 31, 2001.

The downgrades reflect Lodgian's near-term financial pressures
from heavy debt service requirements and weak cash flow
protection measures.

Because of weaker-than-expected operating results, Lodgian was
in violation of certain financial covenants as of March 31,
2001. On May 15, 2001, Lodgian reached an oral agreement to
amend its senior secured credit facility and expects to execute
this amendment in the next few days. This amendment, however,
requires additional quarterly amortization payments totaling $30
million in 2002 and increases the interest rate on the
outstanding balance.

Lodgian faces substantial debt service requirements in the near
term, with about $60 million of maturities remaining in 2001 and
about $100 million in 2002, including $30 million of additional
amortization from its senior credit facility. Lodgian is
currently considering refinancing options to pay off the senior
secured credit facility. If the company is unable to complete
a refinancing in 2001, Lodgian will be forced to sell assets to
meet its obligations.

Although Lodgian has met debt service requirements from asset
sale proceeds in the past, it faces substantial risk if
additional transactions do not close on a timely basis. Since
early 2000, Lodgian has been shrinking its asset base and
reducing debt. Lodgian has sold 26 properties for about $275
million and used about $207 million to repay debt. The balance
was primarily spent on capital expenditures related to major
renovation projects.

Operating performance is expected to be weak in 2001 because of
a slowdown in the economy that has resulted in lower occupancy
levels and weakness in some of the company's markets. Lodgian
anticipates that same-unit RevPAR will be flat to negative 1% in
2001, resulting in EBTIDA of $103 million-$108 million
(excluding $6 million for nonrecurring costs and before
considering any additional hotel dispositions).

As of March 31, 2001, total debt stands at $713 million,
resulting in total debt to EBITDA of more than 6 times (x) and
EBITDA interest coverage of about 1.3x. Capital expenditures are
moderate, projected at $35 million in 2001. Lodgian has largely
completed a major renovation program that required capital
expenditures of about $200 million over the last two years.
Financial flexibility is limited, with about $23 million of
availability under its revolving credit facility.

Ratings remain on CreditWatch as Lodgian continues to review
strategic alternatives. Lodgian is currently considering
refinancing options while it continues to sell various assets to
meet debt amortization requirements for the remainder of 2001,
Standard & Poor's said.

      Ratings Lowered, Remaining On CreditWatch Negative

Lodgian Inc.                        TO       FROM
      Corporate credit rating        B         B+
      Senior secd debt               B         B+
      Subord debt                    CCC+      B-

Lodgian Financing Corp.
      Sr secd (gtd by Lodgian Inc.)  B         B+
      Sub debt (gtd by Lodgian Inc.) CCC+      B-


LOEWEN GROUP: Rejecting Alger Group Agreements
----------------------------------------------
The Loewen Group, Inc. seek to reject agreements pertaining to 4
of the cemeteries in Michigan that the Debtors acquired, through
acquisition of RKL Supply, Inc. which subsequently transferred
the legal titles of the cemeteries to Alger Group, L.L.C., with
economic ownership and control of the properties being retained
by the Debtors. Among other things, these 4 cemeteries have been
the subject of a dispute over cash receipts from operations, of
an adversary proceeding and of Michigan State Court Action.
Moreover, the Debtors have determined that these Cemeteries have
not produced cash flow returns consistent with the level of
investment.

The Debtors purchased RKL Supply, Inc. from R. Kenny Letherer
pursuant to a stock purchase transaction. In connection with the
transaction, the Debtors executed a $2 million, 10-year
promissory note in favor of Letherer, of which $1.7 million is
still owed.

Because Michigan law generally proscribes joint ownership of
cemeteries and funeral homes, after being acquired by the
Debtors, RKL transferred legal title to 4 Cemeteries to Alger,
pursuant to an Asset Purchase Agreement that RKL and Alger
entered into on November 8, 1996. The Four Cemeteries are
located in Saginaw and Bay City, Michigan and known as:

      (a) Eastlawn Memorial Gardens,
      (b) Roselawn Memorial Gardens,
      (c) Oakwood Memorial Mausoleum and
      (d) Elm Lawn Cemetery.

Under the Asset Purchase Agreement, approximately 10% of the
purchase price for the assets was payable to RKL in cash and the
remainder, $6.3 million, in the form of a 10-year subordinated
promissory note.

Until January 1998, Alger and its affiliates, Meadco, L.L.C. and
Siena Group, L.L.C. (collectively with Alger, the LLCs) were
owned by Hudson A. Mead.

In January 1998, Craig R. Bush, a former in-house counsel and
officer of the Debtors, acquired ownership of the LLCs.

As previously reported, between March 1995 and June 1998, prior
to the Petition Date, Loewen acquired cemeteries located in the
State of Michigan. Loewen transferred legal title to the
cemetery properties to three companies -- Meadco, L.L.C., Siena
Group, L.L.C. and Alger Group, L.L.C. -- but retained economic
ownership and control of the properties. The legal work in
connection with the transfer was performed by Craig Bush in his
then capacity as in-house counsel to Loewen and who has owned
and controlled the LLCs since January 1998. Both the economic
burdens and benefits of the cemetery properties are structured
to pass through the LLCs to Loewen by arrangements set forth in
the "Cemetery Transaction Documents". Under a Sales Agreement,
Loewen was to deposit receipts from the cemetery operations on a
daily basis into Operating Accounts opened in the names of the
LLCs, and then pay the LLCs a management fee on a monthly basis,
amounting to reimbursement of operating costs plus a 20% annual
return on the initial amount paid to acquire the cemeteries.

After the commencement of the chapter 11 cases, the LLCs advised
the Debtors that they had stopped the transfer of funds from the
Operating Accounts to the Debtors to ensure that sufficient
funds were available to satisfy certain obligations for which
the LLCs would be liable if the Debtors failed to pay such
obligations.

Disputes thus arose between the Debtors and the LLCs regarding
cash receipts generated by the operation of the 28 cemeteries in
the State of Michigan in which the Debtors hold interests (the
Michigan Cemeteries), including the four Cemeteries.

As previously reported, in February 2000, the Debtors sought and
obtained the Court's approval of a Settlement Agreement with
Craig R. Bush and Affiliated Entities.

The Settlement Agreement, as modified by the Settlement Order,
provided, in part, that:

      (a) the LLCs would make a cash payment to the Debtors in an
agreed amount;

      (b) all collections, cash, checks and other monies derived
from the sale of death care services and merchandise were to be
deposited in the new LGII operating accounts; and

      (c) pending the assumption or rejection of each of the
sales agreements, the parties would perform their respective
obligations under those agreements on a complete and timely
basis.

The Cemeteries and the other 24 cemeteries located in Michigan
that were sold by the Debtors to the LLCs are the subject of an
adversary proceeding, captioned APC Association. et al. v.
Meadco. L.L.C.. et al. Case No. A-00-929.

By the Adversary Proceeding, which has been referred to
mediation, the Debtors seek:

      (a) an order of the Court determining that they hold the
equitable title to the Michigan Cemeteries and directing the
LLCs to turn over legal title to the Michigan Cemeteries; or

      (b) in the alternative, the avoidance of the transfers of
the Debtors' interests in the Michigan Cemeteries on the basis
that the transfers constituted fraudulent transfers;

      (c) an order of the Court requiring the LLCs to provide an
accounting of certain costs and expenses for which the LLCs have
been paid by the Debtors; and

      (d) an order of the Court:

          (1) determining the LLCs to be in violation of the
              Settlement Agreement and the Settlement Order and
              enjoining the LLCs from further violations of the
              agreement and the order;

          (2) determining the LLCs to be in breach of the
              agreements relating to the Michigan Cemeteries,
              enjoining the LLCs from further violations of those
              agreements and awarding damages in respect of the
              violations of these agreements;

          (3) determining the LLCs to be in violation of the
              automatic stay on the basis that they are
              withholding from the Debtors, and exercising
              control over, property of the Debtors' estates;

          (4) enjoining the LLCs from further violations of the
              automatic stay and awarding damages in respect of
              the violations of the automatic stay; and

          (5) requiring the LLCs to provide to the Debtors the
              periodic accounting required under the Michigan
              Cemetery Agreements.

                     The Sales Agreement

In connection with the November 8, 1996 Transaction, LGII and
Alger entered into the Sales Agreement. The Sales Agreement
obligates LGII to perform sales functions for the Cemeteries.
LGII is entitled to certain fees as compensation for LGII's
services under the Sales Agreement. Under the Sales Agreement,
LGII is obligated to make monthly payments to Alger to cover
non-sales payroll, insurance and other costs, and to provide a
guaranteed rate of return to Alger on its original cash
investment. Further, all receipts from cemetery operations are
to be deposited in an LGLI account on a daily basis. Alger and
any other party that obtains receipts from operations is
obligated to deposit them into the LGII account. In addition,
Alger is obligated to indemnify LGII for claims resulting from
certain general and administrative expenses incurred in the
operation of the Cemeteries, and LGII is obligated to indemnify
Alger for claims resulting from certain selling expenses
incurred in the operation of the Cemeteries.

                     The Option Agreement

In connection with the November 8, 1996 Transaction, LGII and
Alger also entered into the Option Agreement. The Option
Agreement obligates Alger to operate the Cemeteries in the
ordinary course and to refrain from taking certain enumerated
acts. In addition, Alger is granted a put right to require LGII
to purchase the assets under certain circumstances, and LGII is
granted (a) a right of first refusal in connection with a sale
of the cemetery assets and (b) an option to purchase the assets
under certain circumstances.

                    The Amending Agreement

LGII and RKL, on the one hand, and Alger, on the other, also are
parties to the Amending Agreement. The Amending Agreement
expressly states that:

      (a) the purpose of the various transaction documents was to
assure that the net benefits and burdens of the operation of the
cemetery business were for the account of RKL;

      (b) the parties desired to confirm this understanding
regarding the intended economic results of the transaction
documents and to amend the documents to the extent necessary to
assure that these results would be realized;

      (c) the parties did not intend the November 8, 1996
Transaction to constitute a purchase and sale of the assets for
federal, state and local income tax purposes; and

      (d) RKL would continue to be the owners of the assets and
the cemetery businesses for all such purposes.

The Amending Agreement also provides that, so long as the Sales
Agreement is in effect, Alger is not obligated to pay the
principal or interest on the Note "[p]ursuant to the parties'
understanding that a true purchase and sale of Assets was not
intended." The Amending Agreement also clarified that the
monthly payments to Alger were guaranteed in that they would be
paid "whether or not supported by the revenues of the Business."
Under this arrangement, Alger is guaranteed a rate of return on
its financed cash investment of the greater of (a) 20% per annum
or (b) 11.25% per annum plus the prime rate of interest.

Additionally, the Amending Agreement provides that: (a) Alger
shall annually provide an accounting summarizing the payroll
expenses associated with LGII's and RKL's operation of the
cemetery assets; and (b) in the event the amounts paid by LGII
and RKL for these expenses exceeded the actual expenses for the
year, Alger will refund the difference to LGII and RKL.

                 Other Transactional Documents

In connection with the November 8, 1996 Transaction, LGII also
entered into a guaranty by which it guaranteed all of RKL's
obligations under the transaction documents described above.

     Michigan State Court Proceeding Relevant to this Motion

On or about July 7, 1999, Letherer filed a lawsuit in the
Circuit Court for the County of Saginaw, Michigan against Alger
and Bush seeking to recover the $1.7 million still owing on the
Letherer Promissory Note. In the Letherer Action, Letherer
claimed, among other things, that he was entitled to an
equitable lien against the Cemeteries on the basis that he was
promised by Bush, but did not receive, a lien on the Cemeteries
to secure the obligations under the Letherer Promissory Note.

On or about October 31, 2000, the Michigan Court entered a
judgment in the Letherer Action granting the plaintiffs an
equitable lien in the approximate amount of $1.7 million.
Thereafter, on or about February 15, 2001, Letherer obtained an
order of foreclosure in a separate lawsuit. On or about April
23, 2001, the Michigan Court in that separate lawsuit entered an
order granting Letherer's motion to impound income from and to
enjoin the sale of the Cemeteries.

By the Michigan Order, the Michigan Court ordered that "[a]ll
proceeds from the sale of burial plots at [Eastlawn Memorial
Gardens, Roselawn Memorial Gardens and Elm Lawn Cemetery], less
the amount required to be trusted under Michigan law, shall be
placed in a separate account at a mutually agreeable bank until
such time as [LGII] accepts or rejects the Sales Agreement dated
November 8, 1996 or until the foreclosure sale is complete in
this matter, whichever occurs first." (Michigan Court Order
112.) To bind LGII, the court, joined LGII as a defendant in the
proceeding "for the limited purpose of escrowing the proceeds
from the sale of the burial plots and for the limited purpose of
enforcing the Purchase Agreement obligations with respect to the
foreclosure sale."

The Debtors told Judge Walsh that the Michigan Court entered the
Michigan Court Order notwithstanding the denial of an earlier
motion by LGII to intervene a lack of notice to LGII, and the
Michigan Court's acknowledgment that "[u]nder the terms of the
Sales Agreement. . . [LGII] receives all of the proceeds from
the sale of the burial plots at the Cemeteries."

Prior to the Debtors' chapter 11 cases, Letherer filed a similar
lawsuit against the Debtors seeking to require the Debtors to
sign mortgages on the Cemeteries. Letherer has also filed proofs
of claim in the LGII chapter 11 cases in respect of the amount
outstanding under the Letherer Promissory Note.

         Request for Authority to Reject the Agreements

By Motion, the Debtors, pursuant to section 365 of the
Bankruptcy Code, seek the entry of an order authorizing the
Debtors to reject the Sales Agreement, the Option Agreement and
the Amending Agreement. In the exercise of their business
judgment, the Debtors have determined that the rejection of
these Agreements is in the best interests of their respective
estates and creditors.

The Debtors noted that the Cemeteries have not produced cash
flow returns consistent with the level of investment. During the
year 2000, the Cemeteries had negative operating cash flow.
Under the Sales Agreement, notwithstanding this loss, the
Debtors are required to pay to Alger a guaranteed rate of return
on its original cash investment. At the same time, so long as
the Sales Agreement remains in effect, all payments of principal
and interest under the Notes are suspended. To make matters
worse, under the Michigan Court Order, certain of the cash
receipts from the Cemeteries are required to be escrowed, which
will result in a further loss of cash flow, the Debtors reminded
Judge Walsh.

By contrast, the rejection of the Agreements will bring to an
end the Debtors' obligation to reimburse Alger for its payroll
costs and provide a guaranteed rate of return to the LLCs,
notwithstanding the negative cash flow generated by the
Cemeteries. Rejection also will relieve the Debtors of their
obligations under the Sales Agreement to provide a sales force
for the Cemeteries. Furthermore, upon the rejection of the Sales
Agreement and the Amending Agreement, Alger will be obligated to
pay all principal and interest on the $6.3 million Note then due
and to commence making payments due in accordance with the terms
of the Note in the future.

Accordingly, the Debtors moved the Court for the entry of an
order authorizing the rejection, pursuant to section 365 of the
Bankruptcy Code, of:

      (a) a Sales Agreement dated November 8, 1996 between Debtor
Loewen Group International, Inc. (LGII) and Alger Group,
L.L.C.;

      (b) a Right of First Refusal and Option Agreement dated
November 8, 1996 between LGII and Alger; and

      (c) an Agreement Amending Prior Agreements dated November
8, 1996 between LGII and Debtor RKL Supply, Inc. on the one
hand, and Alger, on the other.

The Debtors believe that the rejection of the Agreements is in
the best interests of the Debtors' estates and creditors.

Upon the request of the Alger Group, the Court has consented
that the response deadline of May 11, 2001 be extended to May
30, 2001 at 4:00 p.m. and the Reply Deadline is June 4, 2001 at
4:00 p.m.

Judge Walsh will hear arguments from the parties on June 7,
2001. (Loewen Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LOEWS CINEPLEX: Creditors Seek To File Own Chapter 11 Plan
----------------------------------------------------------
The official committee of unsecured creditors of Loews Cineplex
Entertainment Corp. has prepared its own chapter 11 plan and
wants the bankruptcy court to terminate the company's exclusive
plan filing period so that it may file its plan, according to
Dow Jones. The committee said there is no legitimate basis for
favoring one creditor plan over another with Loews' exclusivity
rights. The committee said allowing the filing of competing
plans will "serve as a check on undervaluation and any other
manipulation that may arise from the secretive negotiations
between groups that have no interest in maximizing the return to
creditors."

In its chapter 11 filing on Feb. 15, Loews announced that it
signed a letter of intent with Onex Corp., Oaktree Capital
Management LLC and Pacific Capital Group Inc. for the
acquisition of the company and a restructuring of its debts. The
letter of intent proposes a conversion of about $250 million of
bank debt held by Onex and Oaktree into 88 percent of the equity
in reorganized Loews. The committee called the terms of the
letter of intent "egregious" and said that they reflect the
company's lack of economic interest in maximizing the value of
its estate. The letter of intent proposes to release Loews'
shareholders, directors and officers from claims against them in
connection with the 1998 restructuring of the company.

The U.S. Bankruptcy Court in Manhattan has scheduled a hearing
for June 1, with objections due on May 29. (ABI World, May 22,
2001)


LTV CORP.: US Trustee Amends Noteholders' 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 Noteholders in the The LTV
Corporation's chapter 11 cases. The members of the current panel
are:

         HSBC Bank USA
         c/o Russ Paladino
         140 Broadway
         New York, New York 10005-1180
         Tel: (212) 658-6041
         Fax: (212) 808-7897

         U.S. Bank Trust National Association
         c/o Scott Strodthoff
         180 East Fifth Street
         St. Paul, Minnesota 55101
         Tel: (651) 244-0707
         Fax: (651) 244-5847

         Putnam Investments, Inc.
         c/o Robert Paine (Temporary Chairperson)
         One Post Office Square
         Boston, Massachusetts 02109
         Tel: (617) 760-1734
         Fax: (617) 760-8639

         PPM-America
         c/o Joel Klein
         225 West Wacker
         Suite 1200
         Chicago, Illinois 60606
         Tel: (312) 634-2559
         Fax: (312) 634-0053

         Teachers Insurance & Annuity Assoc. of America
         C/o Roi G. Chandy
         730 Third Avenue, 4th Floor
         New York, New York 10017
         Tel: (212) 916-6139
         Fax: (212) 916-6140

         Indosuez Capital
         C/o George K. Lynch
         666 Third Avenue, 9th Floor
         New York, NY 10017
         (646) 658-2226
         (646) 658-2250

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


MAXICARE HEALTH: Reports Weak First Quarter 2001 Results
--------------------------------------------------------
Maxicare Health Plans, Inc. (NASDAQ: MAXI) announced its
operating results for the first quarter of fiscal year 2001,
ended March 31, 2001.

For the first quarter of 2001, the Company reported a net loss
of $18.4 million, or ($1.88) per share (basic and diluted),
compared with net income of $50,000, or $0.00 per share (basic
and diluted), for the first quarter of 2000. Per share figures
reflect the issuance of 30.8 million shares of stock during the
fourth quarter of 2000 and the effect of a one-for-five reverse
split on March 27, 2001.

First quarter 2001 results reflect significant losses in the
managed care business of the Company's Indiana subsidiary,
Maxicare Indiana, Inc. These losses resulted from claims in
Indiana that were substantially above estimates during the
fourth quarter of 2000 and the first quarter of 2001. On May 4,
2001 the Commissioner of Indiana Department of Insurance
petitioned the Marion County Circuit Court to place Maxicare
Indiana into rehabilitation, effectively placing Maxicare
Indiana under the control of the Commissioner of the Indiana
Department of Insurance.

Total premium revenues for the first quarter of 2001 decreased
15% to $155.9 million, compared with $183.5 million in the first
quarter of 2000. Commercial premiums for the 2001 first quarter
decreased 1.6% to $106.4 million, compared with $108.2 million
last year, reflecting a 22.4% decrease in Indiana enrollment and
the sale of the Company's Louisiana HMO on Aug. 1, 2000. The
average commercial premium per member per month rose 11.8% in
the first quarter, as compared to the first quarter of 2000.
Medicaid premiums decreased 40% to $27.6 million, due to a
substantial decline in Medicaid enrollment in Indiana and a
decline in California Medicaid enrollment in the Sacramento
area. Medicare premiums for the quarter decreased 25.4% to $21.8
million, reflecting the termination of the Company's Medicare
businesses in Indiana and Louisiana.

Marketing, general and administrative (MG&A) expenses increased
24.2% to $20.8 million, compared with $16.8 million in the first
quarter of 2000. MG&A expenses, as a percentage of total premium
revenues, increased to 13.4%, compared with 9.1% for the first
quarter of 2000. These expenses reflect increased investment in
improved systems and information technology required to
modernize the Company's operations. However, the Company intends
to aggressively adjust overhead expenses to a level that is
appropriate to its current operations.

                        About Maxicare

Maxicare Health Plans, Inc., headquartered in Los Angeles, is a
managed healthcare company, with operations in California.
Maxicare has been serving the healthcare needs of families
through managed healthcare plans since 1973.


MONEY'S FINANCIAL: Asks Court To Set Plan Confirmation Hearing
--------------------------------------------------------------
Money's Financial LLC and its debtor filed a motion seeking the
scheduling of a hearing on the proposed plan for the earliest
date that is convenient for the court on or after July 16, 2001.
The debtors also ask that the court fix July 3, 2001 at 4:00 PM
as the date and time by which objections to confirmation of the
plan must be filed.


NAMIBIAN MINERALS: Posts Fourth Quarter And FY 2000 Results
-----------------------------------------------------------
Namibian Minerals Corporation (Nasdaq: NMCOF) reported diamond
production and financial results for the year ended 31 December
2000.

              Twelve month highlights and results

      * Earnings of US$1.0 million, US$0.02 per share, on
        revenues of US$41.8 million.

      * Diamond production of 221 000 carats.

      * A 17% increase in average realized diamond prices to
        US$176 per carat.

      * Completion of MV Ya Toivo conversion, construction of new
        Nam 2 seabed crawler and the start of commissioning in
        Namibia.

      * Increased shareholding in Ocean Diamond Mining Holdings
        Ltd., (ODM) to 97.7%, completing the acquisition.

      * Completion of the modernization of MV Namibian Gem.

      * Start of limited exploration with the new dedicated
        exploration vessel MV Zacharias.

Earnings in 2000 of US$1.0 million, US$0.02 per share (1999:
US$17.1 million, US$0.43 per share), reflected lower production
levels, increased costs of operating an expanded fleet and costs
associated with the ODM acquisition. Revenues from the sale of
237,000 carats (1999: 283,000 carats) were US$41.8 million,
compared with US$42.8 million a year earlier. The 17% increase
in diamond price achieved for the year at US$176 per carat
(1999: US$151 per carat) reflects improved market conditions and
larger stone sizes obtained in Mining Licence 36, acquired from
ODM. Direct operating costs rose to US$22.1 million (1999: $13.7
million). Amortization, including goodwill, increased from
US$4.0 million to US$9.1 million. Operating cash flow for the
year was US$15.9 million, US$0.34 per share, compared with
US$22.7 million, US$0.56 per share in 1999. At year end 2000 the
Company had US$4.4 million in cash (1999: US$20.0 million) and
US$54.2 million in long-term debt (1999: US$31.1 million).

Diamond production in 2000 was 221,000 carats (1999: 273,700
carats), of which 47% or 102,700 carats was contributed from the
airlift vessels (1999: 17,300 carats(1)) acquired from ODM. The
airlift vessels substantially outperformed historical annual
production levels of approximately 55,000 carats per annum,
primarily due to the US$5 million upgrade completed on
MVNamibian Gem to enhance its productivity and by relocating MV
Ivan Prinsep into higher grade areas for the three months while
MVNamibian Gem was in port. The overall average stone size
recovered during the year was 0.35 carats, although the average
stone size in Mining Licence 36 improved to 0.38 carats.
Operating cash costs, including royalty and marketing, were
US$111 per carat (1999: US$65 per carat), representing a 60%
margin on the US$176 per carat average sales price achieved.

                    Fourth quarter results

Fourth quarter revenues from the sale of 60,200 carats were
US$10.6 million compared to sales of 53,700 carats for revenues
of US$8.4 million in 1999. A loss of US$1.6 million, US$0.04 per
share (1999: earnings of US$1.1 million, US$0.02 per share)
reflects increased costs over the comparative period in 1999,
including a full amortisation charge on goodwill and concessions
acquired from ODM. The average sales price per carat was US$176
(1999: $156). Production in the fourth quarter was 57 500 carats
(1999: 65 900 carats). Operating cash flow was US$8.5 million
(1999:US$2.1 million).

           Substantial investment in new projects

The Company invested US$50.0 million in new projects in 2000,
principally on the construction of the new Nam 2 seabed crawler
mining system and the conversion of its support vessel MV Ya
Toivo (US$29.1 million), a new exploration tool and conversion
of its support vessel MV Zacharias (US$13.0 million), and the
modernization of MV Namibian Gem and its airlift mining
equipment (US$5 million). These figures include capitalisation
of interest and holding costs through the year. The projects
were funded through a mix of cash flow and principally from bank
facilities. Delays and cost overruns reflect the innovative and
pioneering nature of these projects, exacerbated by late
delivery of MV Ya Toivo, underestimation of Ya Toivo's
structural steel requirements and the increase in the weight of
the Wirth tool and consequent upgrade of its launch and recovery
system.

The refurbishment of MV Namibian Gem took approximately three
months and she returned to operation in third quarter when
productivity doubled as a result of the technical enhancements
effected.

Although the commissioning of MV Ya Toivo was delayed until
fourth quarter and was further delayed due to the provisional
liquidation earlier this year, performance is in line with
expectation at this early stage of production build up. With its
more powerful dredging capacity, new horizontal mining method,
cutter heads and wider tracks, the Company expects its Nam 2
technology to mine lower grade resources and operate in
previously inaccessible thicker sediments and softer footwall
conditions.

Similarly, delays to the start-up of the new drilling system
negatively affected the Company's exploration programme during
the year, however, a number of promising targets have been
identified and airlift sampling was started as a means of
building the Company's resource base.

                    Recent Developments

As previously announced, the Company suffered a critical
operational setback in January 2001 when an accident to its
NamSSol mining system suspended mining operations. While the new
Nam 2 system was in its commissioning phase, the impact of the
accident was accentuated by the loss of the principal source of
cash flow. The Company is continuing its discussions with the
underwriters regarding the insurance claims resulting from the
accident.

The Company's financial position was severely weakened as a
result of this accident, after a year of considerable capital
expenditure and debt build-up in 2000. Following a breach of a
loan repayment term and despite an advanced new fund raising,
moratorium terms could not be agreed with senior lenders.

Several subsidiaries filed for provisional liquidation in late
February 2001. All mining operations ceased while the Company
continued to pursue financing initiatives. The Company reached
accord with its senior lenders and raised gross funds of US$27.0
million by May 2001, including a US$15.0 million subscription
from the Leviev Group, which has become the Company's new major
shareholder and the exclusive marketer of the Company's
diamonds.

In April 2001 operations resumed with MV Ya Toivo and in May
2001 the Namibian subsidiaries and one South African subsidiary
were discharged from provisional liquidation. MV Ivan Prinsep
was sold for approximately US$4.4 million to reduce the debt
position of the Company's senior lenders. It is anticipated
that, subject to court sanction and creditor approval, the South
African subsidiaries could be discharged from provisional
liquidation by the end of July 2001.

                        Outlook

The Company anticipates that 2001 will be another challenging
year. Progress will depend on close monitoring of the financial
situation, cost controls, rebuilding production levels and
starting exploration and mine planning with the drilling system.
The Company will advise a production target for the remainder of
the year once the effect of provisional liquidation is fully
quantified and all operations have resumed. MV Ya Toivo has
resumed commissioning and MV Namibian Gem is expected to resume
operations by the third quarter 2001. Meanwhile the Company has
commenced the rebuilding process for the damaged NamSSol, with
anticipated completion in the fourth quarter.

MV Zacharias started exploration with the airlift last weekend
and is expected to deploy the Wirth drilling system by July
2001.

The Company's earnings in 2001 will be significantly negatively
affected by the loss of production from the NamSSol and the
consequences of the provisional liquidation including the
suspension of operations. The Company will incur a full year of
costs but only benefit from less than half a year of production.
Despite the Company's recent setbacks and the ongoing impact,
Management remains focused on realising the value of its
competitive advantages, being the application of significantly
improved technology to efficiently mine and explore its
concessions.

"Recovery from provisional liquidation and overcoming delays in
exploration are immediate challenges. I welcome the strength and
expertise of our new shareholders as we now start to realise the
substantial investment of the past two years," said Namco's
Chairman & CEO Alastair Holberton.


NATIONAL HEALTH: Delays Filing of First Quarter 2001 Results
------------------------------------------------------------
National Health & Safety Corporation will be filing its
quarterly financial statements for the quarter ended March 31,
2001 late as the Company indicates it needs more time to develop
the "Manager's Comments" section of the report. During the first
quarter of 2001, the Company implemented its confirmed Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code. For
the first quarter, the Company recorded a loss from operations
of $381,983, compared to a first quarter loss of $41,963 in
2000. The implementation of the Plan resulted in extraordinary
income of 1,955,187 from debt forgiveness. After other
extraordinary income and expense, the Company's total Other
Income, including the debt forgiveness, was $1,822,809, compared
to Other Income of $78,463 in the same period in 2000. As a
result, the statement of operations for the quarter ended March
31, 2001 is expected to show net income of $1,440,778, compared
to net income of $36,500 for the same period in 2000.


OLDGEN INC.: Wants to Retain KPMG as Tax Compliance Advisors
------------------------------------------------------------
OLDGEN, Inc., filed an application for an order authorizing the
retention and employment of KPMG LLP as tax compliance advisors
and consultants nunc pro tunc. A hearing on the application will
be held on June 11, 2001 at 9:30 AM.

The firm will provide the following services:

      * Preparation or review of any tax returns and other tax
compliance filings as may be required in the various
jurisdictions in which the debtor operates;

      * Advice and assistance to the debtor regarding tax
planning issues, including assistance in estimating net
operating loss carry forwards;

      * Assistance in developing and implementing tax reduction
strategies arising from the debtor's specific request or our
identification of possible tax planning opportunities;

      * Assistance required regarding existing and future IRS,
state and/or local tax examinations; and

      * Other tax advice and assistance as may be requested from
time to time.

The firm's current hourly rates range from $85-$105 per hour for
paraprofessionals to $425-$525 for partners and directors.


OPTEL INC: Seeks Extension of Co-Exclusive Right to File Plan
-------------------------------------------------------------
OpTel, Inc., et al. seeks court authority to extend debtors' co-
exclusive right with the Office Committee of Unsecured Creditors
to file a plan of reorganization and solicit acceptances
thereto.

A hearing on the motion will be held on May 23, 2001 at 4:30 PM
before the Honorable Sue L. Robinson, U.S. District Court, for
the District of Delaware, Wilmington, DE.

The debtors request an extension of the time during which the
debtors shall have the co-exclusive right with the Committee to
file a plan of reorganization from May 29, 2001, to and through
and including July 30, 2001 and extending the time during which
the debtors shall have the co-exclusive right with the committee
to solicit acceptances to said plan from July 30, 2001 to,
through and including September 28, 2001.

The debtors negotiated an obtained approval of a $60 million
DIIP Financing facility with the CIT Group/Business Credit, Inc.
and Foothill Capital Corporation and upon expiration of that
facility the debtors obtained court approval to enter into a new
$30 million dollar DIP facility with the CIT Group/Business
Credit, Inc. The debtors also sold their assets located in
Southern California to Adelphia Communications Corporation. In
addition the debtors have sold their assets located in San
Antonio and Austin, Texas for approximately $4.2 million. The
debtors and the Committee have conducted discussions and have
formulated a plan of reorganization. The debtors believe that a
plan will be filed within with the proposed co-exclusivity
period, if not earlier.


PACIFIC GAS: UST's Appointments To Official Ratepayers Committee
----------------------------------------------------------------
Linda Ekstrom Stanley, the United States Trustee for Region 17,
pursuant to 11 U.S.C. Sec. 1102(a)(1), appointed the following,
who are willing to serve, to an Official Committee of Ratepayers
in Pacific Gas and Electric Company's chapter 11 case:

           Richard Pratt
           Assistant Executive Director,
           Governmental Relations
           California School Boards Association
           3100 Beacon Boulevard
           West Sacramento, CA 95691
           (916) 371-4691
           rpratt@csba.org
           www.csba.org

           Karen Norene Mills
           Director of Public Utilities Department
           California Farm Bureau Federation
           2300 River Plaza Drive
           Sacramento, CA 95833
           (916)561-5655
           kmills@cfbf.com
           www.cfbf.com

           Rachel Kaldor
           Executive Director
           California Dairy Institute
           1121 11th Street, Suite 7l8
           Sacramento, CA 95814
           (916)441-6921
           rkaldor@dairyinstitute.org
           www.dairyinstitute.org

           Harry Snyder
           Senior Advocate
           Consumers Union
           1535 Mission Street
           San Francisco, CA 94103
           (415) 431-6747
           snydha@consumer.org
           www.consumersunion.org

           Carl K. Oshiro
           Attorney
           100 First Street, #2540
           San Francisco, CA 94105
           (415)927-0158
           oshirock@pacbell.net
           For: California Small Business Association and
           California Small Business Roundtable
           www.csba.com

           Jot Condie
           Director, Governmental Affairs
           California Restaurant Association
           1011 10th Street
           Sacramento, CA 95814
           (916) 447-4842
           jcondie@calrest.org
           www.calrest.org

           Nettic Hoge
           Executive Director
           The Utility Reform Network
           711 Van Ness Ave., Suite 350
           San Francisco, CA 94102
           (415) 929-8876x303
           nhoge@turn.org
           www.turn.org

           Dorothy Rothrock
           Director of Regulatory Affairs
           980 9th Street, Suite 2200
           Sacramento, CA 95814
           California Manufacturers & Technology Association
           (916)498-3319
           drothrock@cmta.net
           www.cmta.org

           David J. Byers
           Attorney
           840 Malcolm Road
           Burlingame, CA 94010
           (650) 259-5979
           Dbyers@landuselaw.com
           For: California City-County Streetlight Association

(Pacific Gas Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PHOENIX RESTAURANT: Selling Stores To Pay Debt
----------------------------------------------
Phoenix Restaurant Group, Inc. (OTCBB: PRGP), the owner and
operator of the Black-eyed Pea restaurant chain and one of the
largest franchisees of Denny's, announced first quarter results
for the 13 weeks ended March 28, 2001.

For the first quarter of 2001, restaurant sales were
$47,589,000, compared to $56,471,000 in the year 2000 13-week
period. Decreased restaurant sales were primarily attributable
to the reduced number of restaurants in operation due to the
sale of 23 Denny's restaurants in January 2001 and a decline in
comparable store sales at Black-eyed Pea restaurants. The
Company reported a net loss of $6,157,000, or $(0.46) per
diluted share for the 13-week period ended March 28, 2001,
compared to net income of $477,000, or $0.04 per diluted share
in the corresponding 2000 period. Per share results for the 2001
and 2000 13-week periods were based on 13,522,000 and 13,082,000
weighted average basic and diluted shares outstanding,
respectively.

At the end of the first quarter of 2001, the Company owned and
operated 92 Black-eyed Pea restaurants in eight states. Black-
eyed Pea restaurant comparable same-store sales declined 11.7%
for the quarter ended March 28, 2001. The decrease in comparable
store sales attributable primarily to the elimination of
television advertising during fiscal 2000 and during the
majority of the first quarter of fiscal 2001. In addition, the
first quarter of fiscal 2000 included significant discount
couponing to attract customers.

As of March 28, 2001, the Company operated 70 Denny's
restaurants in 14 states, compared to 97 restaurants in 17
states a year ago. Denny's comparable same-store sales increased
approximately 1.1% for the quarter ended March 28, 2001.

Commenting on the results, Mr. Robert M. Langford, Chairman and
CEO of Phoenix Restaurant Group, said, "We are pleased to have
our new senior management team in place and believe that we have
established a positive momentum with the launch of our new
advertising campaign in March. Initial feedback from this
advertising campaign, which introduces the newly repositioned
Black-eyed Pea concept, has been extremely encouraging. We have
experienced an encouraging improvement in comparable store sales
trends and we expect this positive trend to continue in the
coming quarters."

Mr. W. Craig Barber, PRG President, noted, "Additionally, we are
pleased with the strong performance of the newest Black-eyed Pea
restaurant, which opened in April, 2001, in the Nashville,
Tennessee market. This location is the first Black-eyed Pea to
include all the elements of the clear repositioning as casual
dining, with menu offerings that are fresh, flavorful and
craveable, an increased emphasis on alcoholic beverage sales and
a new decor that reflects the spirit of the American West. We
intend to open additional locations in the Middle Tennessee
area."

"During the first quarter, we completed the sale of 23 of our
Denny's restaurants, and remain hopeful that sales of remaining
Denny's restaurants will occur," Mr. Barber continued. "We used
the proceeds from the sale to reduce outstanding indebtedness,
improve our working capital position and invest in the
improvement of the Black-eyed Pea concept."

The Company previously has disclosed that it owes substantial
past due amounts to its Denny's franchisor which, on April 27,
2001, notified the Company formally of its default under its
franchise agreements as a result of that indebtedness. Barber
added, "We regret Advantica (our franchisor) taking this
precipitous action when the Company has recently changed its
senior leadership and embarked upon a strategy to improve the
performance of its Denny's restaurants that, in conjunction with
the previously announced strategy to sell the Denny's
restaurants, is designed to pay those amounts that the Company
owes to Advantica and its affiliates." The Company stated that
it was hopeful this issue with Advantica could be resolved, but
could give no assurances that it would be able to do so on terms
that are satisfactory to the Company. If it is unable to do so,
Advantica could terminate the Company's Denny's franchise
agreements, which would have a material adverse effect upon the
Company's financial condition and results of operations.

Phoenix Restaurant Group, Inc. (formerly DenAmerica Corp.)
currently operates 162 casual dining and full-service
restaurants in 20 states. The Company operates 91 Black-eyed Pea
restaurants including 80 restaurants in Texas, Oklahoma and
Arizona. The Company also operates 71 Denny's restaurants
including 56 restaurants in Texas, Florida, Oklahoma and
Colorado. The Company owns the Black-eyed Pea brand and operates
the Denny's restaurants under the terms of franchise agreements.


REVLON INC.: First Quarter 2001 Net Loss Amounts To $47 Million
---------------------------------------------------------------
Revlon, Inc. is a holding company, formed in April 1992, that
conducts its business exclusively through its direct subsidiary,
Revlon Consumer Products Corporation and its subsidiaries. The
Company is an indirect majority owned subsidiary of MacAndrews &
Forbes Holdings Inc., a corporation wholly owned through Mafco
Holdings Inc. and, together with MacAndrews Holdings, by Ronald
O. Perelman.  The Company operates in a single segment and
manufactures, markets and sells an extensive array of cosmetics
and skin care, fragrances and personal care products. In
addition, the Company has a licensing group.

Net sales were $323.3 and $448.8 for the first quarters of 2001
and 2000, respectively, a decrease of $125.5, or 28.0% on a
reported basis (a decrease of 25.2% on a constant U.S. dollar
basis). The decline in consolidated net sales for the first
quarter of 2001 as compared with the first quarter of 2000 is
primarily due to the sale of the worldwide professional products
line and the Plusbelle brand in Argentina in the first and
second quarters of 2000, respectively. Net sales, excluding the
worldwide professional products line and the Plusbelle brand in
Argentina, were $323.3 and $355.4 for the first quarter of 2001
and 2000, respectively, a decrease of $32.1, or 9.0% on a
reported basis (a decrease of 6.2% on a constant U.S. dollar
basis). The decline is primarily due to decreased promotional
sales volume, the effect of lower advertising spending, and the
effect of delayed reset of permanent in store wall displays by
certain retailers in the U.S.

The net loss experienced by the company was $47 million for the
2001 quarter compared with a net loss of $27.9 million for the
2000 quarter.


STARTEC GLOBAL: May Cease Operations If Debt Restructuring Fails
----------------------------------------------------------------
Startec Global Communications Corporation (Nasdaq: STGC)
announced financial results for the first quarter ended March
31, 2001.  The Company provides a complete menu of
telecommunications services on its own global IP network, which
it markets to ethnic residential customers and to enterprises,
international long-distance carriers and Internet service
providers transacting business in emerging economies.

The Company's net revenues for the quarter ended March 31, 2001
decreased $12.4 million, or 16 percent, to $65.0 million from
$77.4 for the three months ended March 31, 2000.  The decrease
in revenues, plus an increase in the cost of goods sold from 81
percent of revenues in the first quarter of 2000 to 84 percent
in the same quarter of 2001, resulted in a decline in gross
profit from $14.5 million, or 19 percent of revenues, in the
first quarter 2000, to $10.6 million, or 16 percent of revenues,
for the quarter ended March 31, 2001.  The overall decrease in
revenues was due to our initiative to eliminate circuit-switched
revenue.

Ram Mukunda, Startec President and CEO, said that Startec is
still experiencing the impact of a liquidity shortfall brought
on by fundamental changes and a slowdown in the
telecommunications market, compounded by significantly reduced
opportunities to raise money in the capital markets.

Mukunda said that it was the Company's usual practice to prepay
many of its foreign IP routes in order to obtain the most
favorable pricing.  The proceeds of the previously announced
funding transaction with Allied Capital Corporation became
available later than originally anticipated.  As a result, the
Company was unable to prepay many of its favorable IP routes and
lost its capacity on those routes.  With the funding now
secured, the Company is actively seeking to restore those lost
routes.  However, in the interim, the Company has been forced to
rely on more expensive carriers, which has caused an erosion of
revenues and profit margins during the first quarter of 2001.

"In 2000 we recognized that it was imperative to focus on making
Startec cash flow positive as soon as possible.  We began to
decrease the circuit-switched component of our revenues in favor
of IP-based traffic.  In the second half of 2000, we began
implementing appropriate cost-cutting efforts.  We became more
aggressive with those efforts in the first quarter of 2001.  We
have now essentially completed the transition to a higher-margin
IP revenue base, a significant milestone for the Company.
However, the positive impact of the resultant margin improvement
and our continuing expense reductions was offset by higher
carrier costs in the first quarter.  We are now restoring access
to our low cost routes and, combined with the impact of our
other cost reduction measures, this is expected to have a
favorable impact on our financial performance in the coming
quarters.  We continue to seek additional capital and we are
engaged in negotiations to restructure the terms of our senior
notes," he said.

There can be no assurance that the Company will be able to
restructure the senior notes, or that any new financing will be
available.  If the Company is unable to restructure the senior
notes and obtain additional financing, it will be required to
limit or curtail its operations, and may be required to sell
assets to the extent permitted by its debt facilities, and a
restructuring, sale or liquidation may be required.

Mukunda noted that among the actions taken to cut costs have
been the reduction in personnel from a high of almost 900 in
2000 to a current headcount of approximately 450 and the
discontinuation of unprofitable low-margin businesses. "Employee
severance costs added approximately $1.5 million to G&A expenses
in the first quarter.  We instituted these and other cost
cutting measures, and have implemented the complete migration of
circuit switched traffic to our IP network with the goal of
becoming EBITDA positive in the second half of 2001," Mukunda
said.  "We remain committed to that goal."

General and administrative (G&A) expenses totaled $15.7 million
in the first quarter of 2001, or 24 percent of revenues, which
compares to $15.4 million in G&A expenses, or 20 percent of
revenues, recorded in the first quarter of 2000.  Sales and
marketing (S&M) expenses totaled $0.9 million in the first
quarter of 2001, which compares to $3.6 million in S&M expenses
in the same quarter of 2000.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) was negative $6.0 million in the first quarter of 2001
versus negative $4.5 million in the same quarter last year.

The net loss for the first quarter of 2001 was $20.1 million, or
$1.21 per share, as compared to a net loss of $12.2 million, or
$1.05 per share, in the first quarter of 2000.

At quarter-end, the Company had current assets of $77.6 million,
composed primarily of cash and cash equivalents of $6.0 million
and $62.1 million in accounts receivable (net of allowance of
doubtful accounts of $18.5 million) and other current assets of
$9.4 million.  Total non-current assets of $174.2 million were
composed primarily of $121.3 million of net property, plant and
equipment, $10.0 million in restricted cash and pledged
securities, $30.4 million of goodwill net of amortization, and
other non-current assets.

Total assets at the end of the quarter were $251.8 million as
compared to $254.0 million at December 31, 2000.  Current
liabilities at the end of the first quarter of fiscal 2001 were
$181.5 million and included certain non-current liabilities,
which have been reclassified as current.  Non-current
liabilities totaled $158.5 million.  Total liabilities were
$340.0 million for the quarter just ended, in comparison to
total liabilities of $322.7 million at the end of fiscal year
2000.

                      About Startec

Startec Global Communications is a leading provider of advanced
communications and Internet services to ethnic residential
customers and enterprises transacting business in the world's
emerging economies.  The Company's extensive affiliated network
of international gateway and domestic switches, IP gateways and
ownership in undersea fiber optic cables also provides IP-based
voice, data and video service to major long distance carriers,
Internet Service Providers (ISPs) and Internet Portals.


TECMAR TECHNOLOGIES: Emerges From Chapter 11 Bankruptcy
-------------------------------------------------------
The Joint Liquidating plan of Tecmar Technologies International,
Inc. and Tecmar Technologies, Inc. under Chapter 11 of the
Bankruptcy Code, dated November 28, 2000 was by order confirmed
on April 5, 2001. The effective date of the plan was April 20,
2001.

The debtors are represented by Laura Davis Jones and Peer J.
Duhig of Pachulski Stang, Ziehl, Young & Jones, PC.


TELIGENT INC.: S&P Assigns D Ratings in Wake of Bankruptcy
----------------------------------------------------------
Standard & Poor's lowered its ratings on Teligent Inc. to 'D'
and removed them from CreditWatch, where they were placed Oct.
6, 2000. This follows the company's recent Chapter 11 bankruptcy
filing with the U.S. Bankruptcy Court for the Southern District
of New York. Said ratings are:
                                       To    From
      Corporate credit rating          D     CCC
      Senior secured bank loan         D     CCC
      Senior unsecured debt            D     CC


VIATEL INC.: Proposes $3,700,000 Employee Retention Plan
--------------------------------------------------------
Viatel Inc. is seeking court permission to continue the employee
retention program it began in March. The telecommunications
company estimated the remaining cost of the retention program
won't exceed $3.7 million. Judge Joseph J. Farnan of the U.S.
Bankruptcy Court in Wilmington, Del., has already granted
interim authorization for the company to continue its pre-
petition severance policy. The interim order will become a final
order without a hearing if no objections are filed by May 28.
The retention program provides the incentives needed to ensure
that enough employees, including officers and senior management,
will stay as Viatel works toward a successful reorganization,
Viatel said.  (ABI World, May 22, 2001)


W.R. GRACE: Obtains Approval of Proposed Reclamation Procedures
---------------------------------------------------------------
Soprema, Inc., appearing through William D. Sullivan of the
Wilmington firm of Elzufon, Austin, Reardon, Tarlov & Mondell,
objected to W. R. Grace & Co. motion to establish global
reclamation procedures and told Judge Farnan that it submitted
its reclamation demand on April 4, 2001. Soprema objected to the
reclamation procedure because it delays the Debtors' obligations
to the reclamation creditors without providing protection to
those creditors during the period of delay.

Specifically, while the reclamation procedures prevent any third
party from taking any action to reclaim goods, the procedure
does not indicate that the Debtors will (a) inventory the
reclamation creditors' goods on hand as of the date of the
reclamation demand; (b) segregate the proceeds of the sales of
any goods subject to a reclamation claim into a separate
account; or (c) otherwise preserve the status quo pending an
evaluation of the reclamation claims. Without these procedures,
Soprema's reclamation claim could be jeopardized by the very
procedures that, in name, seek to preserve those rights.

Soprema therefore asked Judge Farnan to deny the Debtors' Motion
for reclamation procedures pending clarification of the
protections to be afforded reclamation claimants.

                     Judge Farnan Rules

Judge Farnan had no difficulty in overruling the Soprema
objection and approving the procedures outlined in the Motion,
requiring every vendor asserting a claim for reclamation to
demonstrate, on the Debtors' request, that it has satisfied all
requirements entitled it to a right of reclamation under
applicable state law and the Bankruptcy Code, and authorizing
the Debtors to, unless the Debtors determine otherwise, to
refuse all demands for actual reclamation and return of goods.
However, Judge Farnan permitted the Debtors, in their sole and
absolute discretion, to make goods available for pickup by any
reclaiming seller who timely demand in writing reclamation of
goods, and whose goods the Debtors have accepted for delivery,
and who properly identifies the goods to be reclaimed. (W.R.
Grace Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WASHINGTON GROUP: Wins $43MM Deal to Construct Facility in Egypt
----------------------------------------------------------------
Washington Group International (NYSE:WNG) announced receipt of a
notice of award of a $43 million contract to construct a
wastewater collection and treatment system in the southern
Egyptian city of Luxor.

The project will be completed by a Washington Group-sponsored
and -led joint venture.

The contract was awarded by the Egyptian National Organization
for Potable Water and Sanitary Drainage (NOPWASD) and is funded
by the United States Agency for International Development
(USAID).

Washington Group is gratified to add yet another project to the
list of water-resources facilities we have constructed in Egypt
during the past ten years, said Stephen G. Hanks, company
president. We are proud to work with USAID to help improve the
quality of life for citizens across this proud and historic
country.

Roger J. Ludlam, president and chief executive officer of
Washington Group's Infrastructure & Mining unit, said the
company completed wastewater treatment plants in the 1990s in
the cities of Ismailia and Port Said, and presently is
constructing a wastewater collection and treatment system for
three small cities near Aswan.

The Luxor project has three major aspects -- construction of 47
kilometers of sewer and force main lines, construction of two
pumping stations, and construction of wastewater stabilization
ponds and related facilities. Other features include 4,600
house-connection chambers and 1,500 reinforced-concrete
manholes. The project will serve the City of Luxor, a city with
a population of approximately 350,000 residents.

Work on the project will begin immediately and will take 29
months to complete.

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. On May 14,
2001, the Company, along with its subsidiaries, filed for
chapter 11 bankruptcy protection with the U.S. Bankruptcy Court
in the District of Nevada.

                            *********

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For copies of court documents filed in the District of
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                           *********


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

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