TCR_Public/010525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 25, 2001, Vol. 5, No. 103


ADVANTICA RESTAURANT: Maurice Halperin Now Owns 6.23% Of Stock
ALGOMA STEEL: Has Until June 22 To File Plan of Arrangement
ALLIS-CHALMERS: Completes Merger Transaction With OilQuip
AT HOME: Moody's Downgrades Convertible Notes' Ratings To Caa3
CASUAL MALE: Court Approves $135 Million DIP Financing

CONSUMERS PACKAGING: Continues Operations Under CCAA Protection
DIAMOND BRANDS: Files Chapter 11 Petition in Wilmington
DIAMOND BRANDS: Case Summary & 39 Largest Unsecured Creditors
eBT INTERNATIONAL: Board Endorses Plan of Complete Liquidation
EQUITEX INC.: Special Stockholders' Meeting Set For June 22

ERGO SCIENCE: Shares Knocked Off the Nasdaq
ERLY INDUSTRIES: Changes Name to Torchmail Communications Inc.
GENESIS HEALTH: Wants To Reject JSM Construction Contract
GOLF TRUST: Lenders Demanding Immediate Payment Of Debt
HISPANIC TELEVISION: Shares Face Delisting From Nasdaq

ICG COMMUNICATIONS: Committee Taps Houlihan Lokey As Advisor
INTEGRATED HEALTH: Gets Extension Of Mich. Hospice Office Lease
JORE CORPORATION: Files For Chapter 11 Protection in Montana
JPM COMPANY: Posts $8.4 Million Net Loss For First Quarter 2001
LOEWEN GROUP: Rejects Real Property Lease In Florida

LTI HEALTHCARE: Pacific Exchange Suspends Trading of Shares
METROMEDIA FIBER: S&P Places B+ Senior Debt Rating On Watch
MIST INC: Sells Imprinter Business for CDN$7 Million to Pay Debt
NCT GROUP: Largest Shareholder Buys Additional 4.3 Mil Shares
NEFF CORPORATION: Amends Terms of Credit Facility

NUTRI/SYSTEM: Nasdaq Delists Shares, Now Trading On OTCBB
PACIFIC GAS: Martinez Demands Power Payments At Market Rates
PARK-OHIO: S&P Downgrades Credit Ratings To Low-B's
PICCADILLY CAFETERIAS: Moody's Cuts Senior Note Rating to Caa1
PHONETEL TECHNOLOGIES: Looks For More Lenders To Fund Operations

RESPONSE ONCOLOGY: Reports First Quarter Results
SL INDUSTRIES: Board Opts To Suspend Regular Cash Dividend
SMARTCARDESOLUTIONS.COM: Creditor Moves To Enforce Security
STAGE STORES: Files Second Amended Plan of Reorganization
TELIGENT INC.: Obtains Court Nod For Employee Retention Program

V3 SEMICONDUCTOR: Files For Chapter 11 To Facilitate Sale
V3 SEMICONDUCTORS: Chapter 11 Case Summary
VALLEY MEDIA: Receives Nasdaq's Delisting Notice
VENCOR INC.: Seeks To Clarify Record Date For Distributions
W.R. GRACE: Asbestos Claimants Ask To Retain Legal Analysis

BOOK REVIEW: TAKING CHARGE: Management Guide to Troubled
              Companies and Turnarounds


ADVANTICA RESTAURANT: Maurice Halperin Now Owns 6.23% Of Stock
Maurice A. Halperin of Boca Raton, Florida, a private investor,
during the last sixty days has purchased a total of 827,000
shares of the common stock of Advantica Restaurant Group, Inc.
The source of the funds for the purchase of the common stock was
from Mr. Halperin's personal funds. He paid a total of
$6,543,245 for 2,205,379 shares. He also owns 313,523 warrants
which are currently exercisable at a price of $14.60 per share
to purchase 313,523 shares of common stock. He received the
warrants as a result of a bankruptcy reorganization of the
Company in January 1998. He surrendered subordinated debentures
in consideration for the warrants.

The purpose for the acquisition of the common stock is

As of May 9, 2001, Mr. Halperin beneficially owned approximately
6.23% of the outstanding common stock of the Company, consisting
of 2,205,379 shares of common stock and 313,523 warrants to
purchase an equal number of shares of common stock. He has the
sole power to vote and dispose of the shares of common stock and

In the past sixty days, Mr. Halperin purchased 827,000 shares in
open market transactions on the OTC Electronic Bulletin Board
operated by the National Association of Securities Dealers, Inc.
Eleven of the transactions were executed on his behalf by
Prudential Securities, Incorporated and 26 by UBS PaineWebber,
Inc., securities broker-dealers.

ALGOMA STEEL: Has Until June 22 To File Plan of Arrangement
Algoma Steel Inc. (TSE:ALG.) announced that it has been granted
an extension of its protection under the Companies' Creditors
Arrangement Act (CCAA) and the time for the filing of a Plan of
Arrangement to June 22, 2001.

The original order obtained by the Company was to expire on May
23, 2001. The Company also announced that it has appointed Hap
Stephen as Chief Restructuring Officer. Mr. Stephen will have
senior executive responsibility for Algoma's financial
restructuring and will report to the Company's Board of
Directors in that regard. Mr. Stephen was former Chairman of
Repap Enterprises Inc. and has extensive experience in Canadian
restructurings including recent involvement in Eatons, Beatrice
Foods, Dylex and Olympia and York. Algoma's Chairman, Earl
Joudrie, said, "The Company is pleased to have retained someone
of Mr. Stephen's skill and experience in restructuring. He is
clearly one of the leading Canadian experts in financial
restructuring. The management of the Company's steel operations
remains under the direction of Sandy Adam, President and CEO and
his management team."

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer. Revenues are
derived primarily from the manufacture and sale of rolled steel
products including hot and cold rolled sheet and plate.

ALLIS-CHALMERS: Completes Merger Transaction With OilQuip
Allis-Chalmers Corporation (Nasdaq OTC:ACLM), announced that on
May 9, 2001 it completed a transaction pursuant to which its
wholly-owned subsidiary merged into OilQuip Rentals, Inc. In
connection with the merger, Allis-Chalmers agreed to issue
10,000,000 shares of its common stock to the former OilQuip
shareholders, which upon issuance will constitute approximately
86% of its outstanding stock, and appointed Munawar H.
Hidayatallah, the Chief Executive Officer and controlling
shareholder of OilQuip, as the new President, Chief Executive
Officer and Chairman of the Board of Directors of Allis-

In accordance with the merger, Allis-Chalmers issued 400,000
shares of its common stock to the former OilQuip shareholders
and agreed to issue an additional 9,600,000 shares to such
shareholders upon the amendment of its charter to authorize the
issuance of such shares. Holders of approximately 70% of Allis-
Chalmers common stock have granted proxies to Mr. Hidayatallah
in favor of approving such amendment, which is expected to be
approved at a meeting of shareholders to be held in June or July
2001. As a result of the merger, Allis-Chalmers was relieved of
a liability to the Pension Benefit Guaranty Corporation in the
amount of approximately $66.7 million. The merger transaction
will be accounted for as a reverse acquisition under the
purchase method of accounting.

OilQuip, through its subsidiary Mountain Compressed Air, Inc.,
provides air drilling services for the exploration and
production of natural gas in the United States. Prior to the
merger, Allis-Chalmers operated one active subsidiary, Houston
Dynamic Service, Inc., an equipment repair and remanufacture
facility located in Houston, Texas. Allis-Chalmers intends to
investigate acquisition opportunities in the natural gas
exploration and drilling industry and intends to use Houston
Dynamic Service as a centralized fabrication and machining
facility for its operations.

Mountain Compressed Air, Inc. has outstanding warrants to
purchase an aggregate of approximately 20% of its outstanding
shares, including a warrant issued to Wells Fargo Energy Capital
entitling the holder to acquire 13.5% of its outstanding shares.

AT HOME: Moody's Downgrades Convertible Notes' Ratings To Caa3
Moody's Investors Service lowered the following debt ratings of
At Home Corporation to Caa3 from B3:

       * $437 million (face value) of 0.525% convertible
         subordinated notes due 2018

       * $500mm of 4.75% convertible subordinated notes due 2006

Also, the senior implied and senior unsecured issuer ratings are
both Caa1. The outlook for all ratings is negative while
approximately $937 million of debt securities affected.

For Moody's, it has become clear that the financial and/or other
strategic sponsorship that had been previously expected from
AT&T is far less likely to come, and as a result, the company's
balance sheet will likely remain financially strained.

Furthermore, according to Moody's, it seems increasingly likely
that At Home will not have significant influence in negotiations
with cable service providers to keep its exclusive and/or
preferred access to subscribers given that cable networks are
more broadly opened-up to competing ISPs.

On immediate basis, Moody's specifically noted the company's
rapidly eroding liquidity position, which has been badly hurt by
the fairly significant underperformance and very costly expense
associated with running its media business units. But though it
remained questionable as to how long before the company will run
out of money, Moody's believes that the company's near-term
liquidity needs are likely to be met, in one form or another.

Based in Redwood City, California, At Home Corporation is a
global broadband Internet service provider utilizing cable
infrastructure and cable modems as its delivery mechanism.

CASUAL MALE: Court Approves $135 Million DIP Financing
Casual Male Corp. (NASDAQ: CMAL) and certain of its
subsidiaries, each of which filed voluntary petitions to
reorganize their businesses under Chapter 11 of the United
States Bankruptcy Code on May 18, 2001, have received approval
of certain orders from the United States Bankruptcy Court for
the Southern District of New York.

The Company announced that Judge Robert E. Gerber approved on an
interim basis a $135 million post-petition credit facility
provided by a lending group led by Fleet Retail Finance, Inc.
and Back Bay Capital Funding LLC. The credit facility will
provide loans to the Company to fund the Company's ongoing

The Court also entered an order that enables the Company to take
full advantage of the automatic injunction (that commenced
immediately upon the Chapter 11 filings) to protect its
substantial net operating loss carryforward. The Court approved
certain notice procedures that limit the buying and selling of
the Company's equity and Convertible Subordinated Notes and the
trading of claims that could effect an "ownership change" for
tax purposes, thereby adversely affecting the Company's valuable
NOL tax asset. In order to make sure that no violations of the
automatic stay occur by claims or securities trading, the Court
approved certain procedures to govern and restrict trading.

These procedures will notify (i) beneficial holders of the
Company's Convertible Subordinated Notes or common stock that,
if they beneficially own 5% or more of such notes or stock, they
are stayed from purchasing any additional notes or stock, and if
they own less than 5% of such notes and stock, they are stayed
from purchasing an amount which, when added to their total
beneficial ownership, would equal more than 4.99% of such notes
or stock, and (ii) holders of general unsecured claims (other
than the Convertible Subordinated Notes) and holders of the 13%
Senior Subordinated Notes due December 31, 2001 of the
procedures that must be satisfied before the sale or other
transfer of such claims may be deemed effective. Pursuant to the
Order, any sale or other transfer in violation of such
procedures will be null and void.

Casual Male Corp. and its subsidiaries operate businesses
engaged in the retail sale of apparel through its Casual Male
Big & Tall, Repp Big & Tall and B&T Factory Store businesses,
which offer fashion, casual, dress clothing and footwear to the
big and tall man and through its Work n' Gear subsidiary which
sells a wide selection of workwear, health-care apparel and
uniforms for industry and service businesses. The Company's
businesses offer their merchandise to customers through diverse
selling and marketing channels including retail stores, catalog,
direct selling work forces and e-commerce websites.

CONSUMERS PACKAGING: Continues Operations Under CCAA Protection
Consumers Packaging Inc. (TSE: CGC) announced that it has sought
and obtained an Order of the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (CCAA).

The Order stays legal proceedings against the Company in respect
of its Canadian operations until June 22, and authorizes
Consumers Packaging to develop a restructuring plan. The CCAA
Order does not apply to the Company's non-Canadian holdings,
including 60% owned Anchor Glass Container Corporation, based in
Tampa Fl., and 100% owned GGC LLC, which operates the Glenshaw
Glass plant in Glenshaw Pa.

The Order will enable the Company to continue operating in the
normal course and to make payments to its employees, suppliers
and others for goods and services received after the Order was
issued. Consumers Packaging has secured access to sufficient
funds from a banking syndicate to continue operations during
this period.

The protection afforded by the Order allows the Company to
stabilize its operations and permits the Independent Committee
and management to develop a restructuring plan for its future
operations. A plan may include the sale of some or all of the
business. The Toronto office of KPMG Inc. has been appointed
Monitor under the CCAA and will be assisting the Company in
formulating its restructuring plan.

The Company is deferring scheduled interest payments on two
series of bonds totaling U.S. $245 million and on other debts.
The Company's financial statements for the year ended December
31, 2000, which were due to be filed with regulatory authorities
by May 22, are expected to be filed by June 30, 2001. The
completion of these financial statements has been delayed by the
Company's restructuring plans. The Company acknowledges that the
Ontario Securities Commission may impose:

      (i) a management cease trade order (affecting directors,
officers and insiders of Consumers Packaging at any time since
September 30, 2000) and

     (ii) an issuer cease trade order if the financial statements
are not filed by July 22, 2001. The Company confirms that it
intends to comply with alternate information requirements as
specified by securities regulators.

"This Order will allow us to continue to operate and service our
customers during the CCAA period," said Brent Ballantyne, Chief
Restructuring Officer and Chief Executive Officer. "We will
continue to work with all key stakeholders in developing a plan
that will address the Company's current financial needs."

Moreover, the Toronto Stock Exchange halted the trading of the
Company's shares pending more information.

Consumers Packaging employs approximately 2400 people in Canada.
It manufactures and sells glass containers for the food and
beverage industry. It commenced operations in 1917 and supplies
approximately 85% of the glass containers used by the Canadian
juice, food, beer, wines and liquor industries. In Canada, the
company operates six facilities, three in Ontario (Toronto,
Brampton and Milton), and one each in Quebec (Montreal), New
Brunswick (Scoudouc) and British Columbia (Lavington). In the
United States, it operates a plant in Glenshaw, Pennsylvania
through its wholly owned subsidiary, GGC LLC (Glenshaw Glass).

Consumers Packaging also owns 60% of Anchor Glass Container
Corporation, which is the third largest manufacturer of glass
containers in the United States. It employs approximately 4,000
persons and operates nine glass manufacturing plants in the
United States.

DIAMOND BRANDS: Files Chapter 11 Petition in Wilmington
Diamond Brands announced that in order to implement the next
phase of its restructuring process, it has filed voluntary
petitions under Chapter 11 of the Bankruptcy Code. The Company
also announced it obtained a commitment for up to $8.2MM in
debtor-in-possession financing to fund the Company's operations
during its voluntary restructuring under Chapter 11. The
financing, which is subject to Court approval, is being provided
by the Company's current senior lenders led by Wells Fargo, as
administrative agent.

"After exploring all available alternatives, we believe that a
voluntary Chapter 11 proceeding presents the most effective
means to restructure our debt and our operations," said Chief
Executive Officer Naresh Nakra. "Chapter 11 allows us to
continue to move forward with our planned improvements in
operations and merchandising and allows us to achieve our
restructuring objectives in an orderly, timely manner.

"With the support of our vendors and the hard work of our
employees, we will be able to emerge from this process a
stronger, more competitive company," Mr. Nakra stated. "Looking
ahead, the $8.2 Million financing package we have arranged will
provide the liquidity necessary to fund our ongoing operations
and enable the Company to purchase and pay for goods and

Diamond Brands said that while it completes its restructuring,
the Company's operations will continue to function as usual. The
Company's employees will continue to be paid without
interruption, and it will continue to pay for all new raw
materials and product shipments from vendors in the ordinary
course of business. The Company said that it expects its
customer policies to remain unchanged, and is committed to
continue providing its customers with the best quality and
highest customer service as usual.

Diamond Brands is a leading designer, manufacturer and marketer
of a broad range of consumer products including disposable
plastic cutlery and straws, matches, toothpicks, clothespins and
wooden crafts. The Company filed its voluntary Chapter 11
petitions yesterday in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington.

DIAMOND BRANDS: Case Summary & 39 Largest Unsecured Creditors
Lead Debtor: Diamond Brands Incorporated
              1800 Cloquet Ave.
              Cloquet, MN 55720

Debtor affiliates filing separate chapter 11 petitions:

              Diamond Brands Operating Corp.
              Forster, Inc.
              Diamond Brands Kansas, Inc.

Type of Business: Manufacturer and marketer of consumer
                   products, consisting primarily of wooden
                   matches, toothpicks, clothespins, wooden
                   crafts, and plastic cutlery. The company's
                   products are marketed primarily under the
                   nationally recognized Diamond and Forster
                   brand names, which have been in existence
                   since 1881 and 1887 respectively.

Chapter 11 Petition Date: May 22, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-01825 through 01-01828

Debtors' Counsel: David S. Kurtz, Esq.
                   Skadden, Arps, Slate, Meagher & Flom
                   333 W. Wacker Drive
                   Chicago, IL 60606
                   (312) 407-0700


                   Gregg M. Galardi, Esq.
                   Patricia A. Widdoss, Esq.
                   Skadden, Arps, Slate, Meagher
                   & Flom LLP
                   One Rodney Square
                   Wilmington, DE 19801
                   (302) 651-3000

Total Assets: $76,681,000

Total Debts: $238,684,000

Consolidated List of Debtors' 39 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
State Street Bank             Bond Debt           $105,062,500
and Trust Company
Corporate Trust Department
William Kotkosky
225 Asylum Street
23rd Floor
Hartford, CT 06103
(As Indenture Trustee for
10 1/8% Senior Subordinated
Notes due 2008)
Tel: (860) 244-1844
Fax: (860) 244-1881

State Street Bank             Bond Debt            $30,395,073
and Trust Company
Corporate Trust Department
William Kotkosky
225 Asylum Street
23rd Floor
Hartford, CT 06103
(As Indenture Trustee for
12 7/8% Senior Discount
Debentures due 2009)
Tel: (860) 244-1844
Fax: (860) 244-1881

Seaver Kent - TPG            Convertible            $9,679,967
Partners, L.P.               Note Debt
Alexander Seaver
430 Cowper Street
Suite 200
Palo Alto, CA 94301
Tel: (650) 321-4000
Fax: (650) 321-4049

Seaver Kent I,               Convertible              $967,655
Parallel, L.P.               Note Debt
Alexander Seaver
430 Cowper Street
Suite 200
Palo Alto, CA 94301
Tel: (650) 321-4000
Fax: (650) 321-4049

Packing Corporation           Trade Debt              $468,892
of America
525 Mt. Tom Road
N. Hampton, MA 01060
978-256-4856 (telephone)
978-256-9194 (facsimile)

Ohio Valley Plastics Inc.     Trade Debt              $285,520
P.O. Box 6964
Evansville, IN 47719
812-425-8544 (telephone)
812-425-1520 (facsimile)

Stone Management              Trade Debt              $185,000

Century Box                   Trade Debt              $110,353
Gooby Ind., Corp.

Paperboard Industry Corp.     Trade Debt               $91,142
Toronto Mill Division

Goldmax Industries, Inc.      Trade Debt               $83,122

Solon MFG. Co., Inc.          Trade Debt               $71,216

Credit Suisse First Boston    Trade Debt               $65,099

Information Resources, Inc.   Trade Debt               $59,441

D&G Packaging, Inc.           Trade Debt               $54,051

Manhattan Poly Bag Corp.      Trade Debt               $49,644

Conflandey Inc.               Trade Debt               $40,476

K&K Thermoforming, Inc.       Trade Debt               $38,818

Rock-Tenn Company             Trade Debt               $33,621

Federal Aviation              Trade Debt               $33,000

Inland Container Corp.        Trade Debt               $28,655

Ralphs Grocery Company        Trade Debt               $27,751

RTS Packaging, LLL            Trade Debt               $26,799

Hudson Color Concentrates     Trade Debt               $23,358

Scott & Daniells, Inc.        Trade Debt               $22,949

John Lewis Industries         Trade Debt               $22,440

American Polymers             Trade Debt               $19,814

Chattanooga Paperboard Co.    Trade Debt               $19,597

NAP Industries Inc.           Trade Debt               $17,249

RAM Consulting                Trade Debt               $17,083

Donahue-Corry Associates      Trade Debt               $16,519

Bi-lo, Inc.                   Trade Debt               $14,555

Fleming Company               Trade Debt               $14,544

Aamstrand Ropes &             Trade Debt               $12,684
Twines, Inc.

Newark Pacific                Trade Debt               $12,570
Paperboard Corp.

Stanley Bostitch, Inc.        Trade Debt               $12,302

Super Store Industries        Trade Debt               $11,396

Franklin Printing             Trade Debt               $11,383

Crow Rope Industries          Trade Debt               $11,240

Harris-Teeter Supermarket     Trade Debt               $10,134

eBT INTERNATIONAL: Board Endorses Plan of Complete Liquidation
eBT International, Inc. (Nasdaq: EBTI) disclosed that its Board
of Directors has unanimously voted to dissolve and liquidate the
Company, subject to the approval of the holders of a majority of
its shares. Based upon current information, the Company
anticipates that assets available for distribution to
shareholders will be between $3.10 and $3.22 per share.

The Board will call a special meeting of shareholders, expected
to be held in August 2001, to approve the Plan of Complete
Liquidation and Dissolution. A Proxy statement describing the
Plan will be mailed to shareholders approximately 30 days prior
to the meeting.

In reaching its decision that the plan of liquidation and
dissolution is in the best interests of the Company and its
shareholders, the Board of Directors considered a number of
factors. The Proxy statement will describe these factors in
detail, including the Company's recent performance, the state of
the content management industry, prevailing economic conditions
and previous unsuccessful efforts to sell or merge the Company
last year and more recently. The Board also considered
restructuring the business in light of the Company's
unsatisfactory revenue performance in the fiscal quarter ended
April 30, 2001. These plans, including plans involving
significant reductions in the Company's current operations,
either entailed considerable risk, or did not demonstrate that
positive operating cash flow or operating income could be
achieved in a period of time acceptable to the Board, and
required a significant amount of cash to fund the Company's
operations prior to the achievement of potentially acceptable
financial results. Consequently, the Board determined that it
would not be advisable to continue the operations of the
Company, which are currently reducing the Company's liquidity on
a monthly basis. Additionally, for some time, the Company's
stock has traded well below the anticipated cash liquidation
value of the shares. Based on this information, the Board's
business judgment of the risks associated with restructuring the
business, and the advice of its advisors, the Board of Directors
has concluded that distributing the Company's net liquid assets
to stockholders would return the greatest value to shareholders
as compared to other available alternatives. The Board of
Directors also has received a fairness opinion from Morgan
Stanley, a copy of which will be included in the Proxy

In connection with the intent to liquidate, the Company has
begun the orderly wind down of its operations, including laying
off the majority of its employees, seeking purchasers for the
sale of its intellectual property and other tangible and
intangible assets and providing for its outstanding and
potential liabilities. In addition, the Company will continue to
provide support and maintenance to existing maintenance
agreement holders for the duration of their current contracts.

Upon approval of the Plan, the Board currently anticipates that
an initial distribution of liquidation proceeds, in the amount
of not less than $2.75 per common share, will be made to
shareholders within 75 days after the shareholders meeting. The
remaining net assets will be held in a contingency reserve, and
the Board anticipates that shareholders could receive
periodically additional liquidation proceeds of approximately
$.25 to $.50 per share. The estimated time frame for payment of
these proceeds will be described in the proxy statement. The
range of the total liquidating distribution may be able to be
reported with greater precision at the time the proxy statement
is mailed to shareholders.

Under Delaware law, the Company will remain in existence as a
non-operating entity for three years from the date the Company
files a Certificate of Dissolution in Delaware and will maintain
a certain level of liquid assets to cover any remaining
liabilities and pay operating costs during the dissolution
period. During the dissolution period, the Company will attempt
to convert its remaining assets to cash and settle its
liabilities as expeditiously as possible. The Company is
currently unable to estimate with certainty the amount of
proceeds that it will realize upon the sale of its intellectual
property and related assets, or the amount of retained cash that
will be needed to satisfy the Company's liabilities.

If the Company's shareholders approve the plan of liquidation,
the Company will file a Certificate of Dissolution promptly
after the shareholders vote, and shareholders will then be
entitled to share in the liquidation proceeds based upon their
proportionate ownership at that time. The Company expects that
its shares will be delisted from the Nasdaq Stock Market in
connection with the dissolution, but the shares may be eligible
for trading on the NASD's electronic bulletin board pending the

In light of the cessation of the Company's operations, the Board
also announced that James Ringrose has resigned as President and
Chief Executive Officer effective May 30, 2001.

The Company reported net revenues of $1,097,000 for the fiscal
quarter ended April 30, 2001. This compares to net revenues of
$3,934,000 for the Company's ongoing operations for the fiscal
quarter ended April 30, 2000. Total net revenues for the fiscal
quarter ended April 30, 2000 was $10,290,000, including revenues
of the Company's former IED division, as well as its former
MediaBank product line, which were divested in the second
quarter of fiscal 2001.

The Company's net loss for the fiscal quarters ended April 30,
2001 and April 30, 2000, excluding net restructuring and special
charges, was $4,756,000, or $0.32 per share, and $4,937,000, or
$0.30 per share, including results attributable to the divested

The reported net loss for the fiscal quarter ended April 30,
2001 was $5,573,000, or $0.37 per share, as compared to a net
loss of $6,772,000, or $0.41 per share, in the prior year fiscal
quarter, including results attributable to the divested

The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the Plan of Complete
Liquidation and Dissolution. Information concerning the
beneficial ownership of each of the Company's directors and
executive officers may be found in the Company's proxy statement
filed with the SEC under Schedule 14A on May 4, 2001. The proxy
statement is available for free both on the SEC's website
( by contacting Christopher M. Burns at
(401) 752-4400.

In connection with the proposed liquidation and dissolution, the
Company will file a proxy statement on Schedule 14A with the
SEC, which will describe the liquidation and dissolution.

EQUITEX INC.: Special Stockholders' Meeting Set For June 22
A Special Meeting of Stockholders of Equitex, Inc., a Delaware
corporation, will be held at 1400 Glenarm Place, Suite 300,
Denver, Colorado, 80202, on June 22, 2001 at 10 a.m. Mountain
Daylight Time, to consider and take action on:

      (1) A proposal to amend paragraph 4 of the Certificate of
Incorporation to increase the number of authorized shares of
Equitex's common stock, $.02 par value, from 7,500,000 shares to
50,000,000 shares. Passage of this proposal requires the
affirmative vote of a majority of the outstanding stock of each
class entitled to vote thereon as a class.

      (2) A proposal to provide for the following actions:

          -- the distribution by Equitex of all of its assets and
             liabilities to Equitex 2000, Inc., a wholly-owned
             and Delaware-chartered subsidiary of Equitex; and

          -- the distribution by Equitex of all of the
             outstanding  shares of common stock of Equitex 2000
             to the stockholders of Equitex on the basis of one
             share of common stock of Equitex 2000 for each share
             of common stock of Equitex.

          Passage of this proposal requires the affirmative vote
of a majority of the outstanding stock of each class entitled to
vote thereon as a class.

      (3) A proposal to acquire all of the outstanding capital
stock of Nova Financial Systems, Inc. and Key Financial Systems,
Inc., companies under common control with nearly an identical
ownership structure, in exchange for the greater of 7,140,000
shares or 50% of the outstanding common stock of Equitex on a
post acquisition basis, cash consideration of $5 million and a
warrant. This proposal is subject to the approval of proposal
number one. Passage of this proposal requires the affirmative
vote of a majority of the total votes cast on the proposal in
person or by proxy.

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

The discussion of the proposals by the board of directors set
forth above is intended only as a summary, and is qualified in
its entirety by the information relating to the proposals set
forth in the Company's proxy statement mailed to its

Only holders of record of Equitex's common stock at the close of
business on May 14, 2001 will be entitled to notice of and to
vote at this special meeting, or any postponements or
adjournments thereof.

ERGO SCIENCE: Shares Knocked Off the Nasdaq
Ergo Science Corporation (Nasdaq:ERGO) said it was advised by
Nasdaq on May 23, 2001, that its common stock would be delisted
from The Nasdaq Stock Market effective with the open of business
on May 24, 2001. The Company intends to seek to have one or more
market makers quote its common stock on Nasdaq's OTC Bulletin

                 Ergo Science Background

Ergo Science Corporation is a company in transition. Since 1990,
the Company has been engaged in developing ERGOSET(R) tablets
for the treatment of type 2 diabetes and other metabolic
disorders. Over the last several years, however, the Company has
been unable to persuade the U.S. Food and Drug Administration to
approve ERGOSET(R) for marketing. Although ERGOSET(R) is
considered "approvable" by the FDA, the FDA has required, prior
to granting approval, an additional clinical trial to rule out a
possible increased risk of a serious adverse event with the use
of ERGOSET(R). After discussions with the FDA and its own
consultants regarding the scope and complexity of the additional
clinical trial, the Board of Directors of the Company believes
that the next phase of the development of ERGOSET(R) will be
better undertaken by a company that has more experience with
human drug development and more resources for regulatory
approval and marketing than Ergo. Accordingly, the Company has
begun the process of attempting to sell or license its interests
in ERGOSET(R) (including its intellectual property rights) and
its other human drug related assets. The Ergo Board of Directors
is also considering additional strategic alternatives for the
Company to enhance shareholder value. Although no final
decisions have been made, the Board is considering (i) taking
steps to help preserve the Company's net operating loss carry
forwards and (ii) acquiring one or more established businesses.
During this transition period, the Company intends to continue
to conserve its cash and other assets.

ERLY INDUSTRIES: Changes Name to Torchmail Communications Inc.
Torchmail Communications Inc. (OTCBB:TOCH) (Formerly: Erly
Industries, Inc.(OTCBB: "ERLY")) announced that the change of
the company's name from "Erly Industries Inc." to "Torchmail
Communications Inc." which was authorized by shareholders and
the board of directors of the company in January 2001, as part
of the company's change of domicile to the State of Delaware,
would finally take effect on May 24, 2001.

The NASD has designated a new trading symbol for the company
which will be "TOCH." As a part of the action to change the
company's domicile State from California to Delaware, the
company also affected a one for one hundred reverse split of its

The company has a new transfer agent, Standard Registrar and
Transfer Co., 12528 South 1840 East, Draper, UT 84020, Telephone

Persons desiring to exchange their Erly Industries share
certificates for certificates of Torchmail may do so by sending
their certificates to Standard Registrar and Transfer Co. at the
above address, and paying all appropriate transfer charges.
Fractional shares resulting from the reverse split will be
rounded up to the next whole share.

Torchmail (Erly Industries Inc.) is a fully reporting company
under the Securities Exchange Act of 1934. For more information
on the company, see its public disclosures at

Torchmail (Erly Industries Inc.) emerged from bankruptcy on Aug.
21, 1999 and is currently a shell company which is seeking to
acquire operations through an acquisition, merger or to begin a
start-up business. The majority interest in Torchmail is owned
by Wasatch Capital Corp., a subsidiary of AXIA Group Inc.

AXIA is a publicly traded company (OTCBB: AXIA) which
specializes in marketing publicly traded shell corporations and
in assisting small companies in going public.

In addition to its interest in Torchmail, AXIA also currently
has an interest in Kelly's Coffee Group Inc. (OTCBB: KLYS) which
it is assisting in its attempts to complete a merger or
acquisition. For additional information on the operations of
AXIA, visit

GENESIS HEALTH: Wants To Reject JSM Construction Contract
Genesis Health Ventures, Inc. & The Multicare Companies, Inc.
have filed a motion seeking the Court's authority to reject a
JSM Construction Contract for a project in New Jersey -- the
Madison Avenue Project. The Debtors previously sought to assume
the contract. Upon the Committee's interposition, the proposed
assumption was stayed. In the meantime, the parties entered into
a stipulation that sets forth a deadline for either assumption
or rejection of the contract. Subsequent to the stipulation,
JSM, a debtor-in-possession in a chapter 11 case in
Pennsylvania, filed a motion to compel the Debtors to assume the
contract. In consultation with the Committee, the Debtors seek
rejection of the contract on the bases that this is sound
business judgment in light of time lapse (the winter months have
passed) and changed circumstances and also in light of the
deadline imposed. It would not benefit the estates, the Debtors
believe, to make premature assumption before the deadline. The
parties also entered into a stipulation regarding the handling
of confidential information in discovery actions for this

                 The Madison Avenue Project
                 / JSM Construction Contract

The contract was entered into by a Multicare subsidiary in 1998
and subsequently assigned to a Genesis subsidiary.

On November 22, 1995, Madison Avenue Assisted Living, Inc., a
subsidiary of Multicare, entered into a ground lease with 151
Madison Avenue Corporation related to Property located at 151
Madison Avenue, Morristown, New Jersey 07960. In addition, on or
about June 16, 1998, Madison Avenue entered into a construction
contract (the JSM Construction Contract) with JSM Company for
the purpose of renovating an existing mansion and constructing a
90- unit assisted living facility on the Property, to be known
as Heritage at Madison Avenue.

In early 1998, GHV determined that the Madison Avenue Project,
including the Facility, should be developed and operated by GHV
rather than Multicare. Accordingly, on February 20, 1998, GHV
assigned the Ground Lease and the JSM Construction Contract to
Geriatric & Medical Services, Inc., a subsidiary of GHV and one
of the Debtors in the GHV chapter 11 cases.

Prior to the Commencement Date of the GHV chapter 11 cases, the
Debtors discontinued paying JSM for work done and JSM ceased

On February 22, 2000, JSM sought to obtain a mechanic's lien
(the JSM Lien) in the amount of $958,291.00 by filing a
construction lien claim with the Clerk of Morris County.

On March 20, 2000, JSM commenced its own chapter 11 case in the
United States Bankruptcy Court for the Eastern District of

           Debtors' Previous Motion for Assumption

Subsequent to the Commencement Date, the Debtors filed a motion
to assume the JSM Construction Contract pursuant to section 365
of the Bankruptcy Code, on negative notice. The Prepetition
Secured Lenders interposed. (Prior to the petition date, Genesis
and certain Debtors were and still are indebted to the Lenders
principal amount in the aggregate of approximately
$1,104,000,000 plus interest, costs and expenses.)

Mellon Bank, N.A., as Agent for the Pre-Petition Secured
Lenders, advised the Debtors that it would oppose the Debtors'
motion because it had concerns that the Debtors' financial
projections for the Project, as completed, were overly
optimistic such that the additional investment necessary to
complete the Project would not be recovered.

The Debtors estimated that the cost for JSM to complete the
Madison Avenue Project would be $1,400,000. The Debtors' records
show accrued unpaid amount of $ 1,259,760.00 due to JSM as of
the Commencement Date under the JSM Construction Contract, which
includes the mechanic lien and an unsecured claim of $301,469.00
for prepetition work for which JSM did not seek a mechanic's

JSM had agreed to reduce the unsecured portion of its claim by
$120,000 to $181,469 with the result that the Cure Amount under
the JSM Construction Contract would come down to $1,139,760 only
if the JSM Construction Contract was assumed. The Debtors
further estimated that the cost to have a construction company
other than JSM complete the Project would be approximately
$1,900,000.00. Moreover, because GHV failed to record the
assignment of the Ground Lease and the JSM Construction
Contract, and JSM properly and timely filed the Lien Claim,
pursuant to N.J.S.A., Section 2A:44A, JSM should have a valid
mechanic's lien against the property of the Debtors and is a
secured creditor of the Debtors in the amount of $958,291.00.
Had GHV recorded the assignment of the Ground Lease and the JSM
Construction Contract, JSM would have had notice of the
assignment and, presumably, would have filed the Lien Claim
against the Debtors.

N.J.S.A. provides, in relevant part:

      "2A:44A-3. Entitlement to lien for work, services, material
or equipment provided pursuant to contract. Any contractor,
subcontractor or supplier who provides work, services, material
or equipment pursuant to a contract, shall be entitled to a lien
for the value of the work or services performed, or materials or
equipment furnished in accordance with the contract and based
upon the contract price, subject to the provisions of sections 9
and 10 of this act. The lien shall attach to the interest of the
owner in the real property. If a tenant contracts for
improvement of the real property and the contract for
improvement has not been authorized in writing by the owner of a
fee simple interest in the improved real property, the lien
shall attach only to the leasehold interest of the tenant.

       2A:44A-l0. Attachment of lien claim; priority of bona fide
purchasers and other liens; maximum liability. Subject to the
limitations of section 6 of this act, the lien claim shall
attach to the interest of the owner from and after the time of
filing of the lien claim. Except as provided by section 20 of
this act, no lien claim shall attach to the estate or interest
acquired by a bona fide purchaser first recorded or lodged for
record; nor shall a lien claim enjoy priority over any mortgage,
judgment or other lien first recorded, lodged for record, filed
or docketed."

In the motion for assumption of the contract, the Debtors noted
the essence of time for preparing the Facility for the winter
months and for completing the Madison Avenue Project, e.g., the
Facility's roof leaked and significant paving must be done
before the ground froze. Already familiar with the Project, JSM
was prepared to return to work, and could complete the Project
sooner than a replacement construction company.

Accordingly, the Debtors asked the Court to authorize assumption
of the Contract on the basis that this was a valid exercise of
their business judgment.

With respect to its position on the Debtors' motion for
assumption of the contract, the Agent indicated that they
required additional time for analyzing the matter and that,
absent an extension of the Objection Deadline, the Prepetition
Lenders would object to the Debtors' Motion to Assume. The Agent
advised the Debtors that a sale of the unfinished facility
together with a rejection of the JSM Contract might be more
advantageous to the Debtors.

Accordingly, the Debtors agreed to extend the Objection Deadline
for the benefit of the Prepetition Lenders for an indefinite
period, pending resolution of the Prepetition Lenders' concerns
with respect to the assumption of the JSM Construction Contract.

               JSM's Motion to Compel Assumption

While the matter was pending in the GHV cases, JSM filed a
motion in their own cases in the Pennsylvania Bankruptcy Court
to, among other things, assume the JSM Construction Contract and
the motion was granted by the Pennsylvania Bankruptcy Court.

Then, JSM filed a motion in the GHV cases Motion For Order
Compelling Immediate Assumption Of Construction Project.

JSM told Judge Walsh that the Debtors' failure to meet its
payment obligations to JSM in connection with the Contract was a
major precipitating factor in the need for JSM to file its
chapter 11.

According to JSM, the Debtors requested JSM to resume work on
the Project and provide a discount for pre-petition work already
performed. JSM agreed and the parties came to an understanding
on certain adjustments to the Contract.

JSM also told Judge Walsh that in response to the Debtors'
request to complete the Project, JSM, at great time and expense,
renegotiated all of the subcontracts to account for the
remobilization costs, and obtained new subcontractors to
substitute for those who refused to resume work. Thereafter, the
Debtors sought assumption of the Contract in their proceedings.

JSM complained that the delay after the prepetition secured
lenders' interposition in the Debtors' motion for assumption had
already begun to cause problems with the subcontractors, who
already suffered when the Project was halted previously and who
were questioning whether the Debtors were going forward with the
Project. JSM pointed out that as a debtor-in-possession itself
and a fiduciary to its own creditors, JSM could not subject
their creditors to the uncertainty of commencing work withoout
the approval of the assumption of the Contract by the Bankruptcy
Court in Delaware in the GHV cases.

              Fidelity and Deposit's Response

Fidelity and Deposit Company of Maryland, filed a response in
support of JSM's Motion For Order Compelling Immediate
Assumption Of Construction Project. F&D had issued certain
payment and performance bonds in connection with the Madison
Avenue Assisted Living Facility Project and the related
construction contract. From time to time, subcontractors sought
payment from F&D for work performed on the Project and F&D had
made several, substantial payments to claimants which had
provided goods and services in connection with the Project, F&D
told Judge Walsh. F&D noted that so long as Genesis kept the
matter in limbo, the subcontractors and F&D would suffer.
Therefore, F&D supported JSM's motion.

          Mellon Bank's Objection to JSM's Motion

Mellon Bank, N.A., as Agent for the GHV Debtors' Pre-Petition
Secured Lenders, took a different position. Mellon Bank drew
Judge Walsh attention to the unusual posture of the JSM Motion.
Mellon Bank noted that this was not a motion by Debtors seeking
to assumean executory contract, nor was it a motion brought by a
third party seeking to compel a debtor to assume or reject an
executory contract. It was, Mellon Bank pointed out, a motion by
a non- debtor in the GHV cases, seeking to compel the GHV
Debtors to assume a contract which the Debtors were not prepared
to assume at that juncture.

Mellon Bank asserted that the mere fact that the JSM Contract
had been assumed in JSM's chapter 11 cases because it might
benefit JSM, as a debtor in that case, could hardly be a
sufficient basis to compel assumption in the GHV Debtors' cases.

Mellon Bank also mentioned in their objection that they had
advised the Debtors it would oppose the Debtors' motion for
assumption because it had concerns that the Debtors' financial
projections for the project would be overly optimistic such that
the additional investment necessary to complete the Project
would not be recovered.

         The Debtors' Response to JSM's Motion to Compel

In their response to JSM's Motion to Compel, the Debtors
requested that the Court (i) deny the Motion to Compel or, in
the alternative, (ii) grant the Debtors 60 days to determine
whether to assume or reject the JSM Construction Contract.

      Stipulation and Order to Resolve JSM's Motion to Compel

The Motion to Compel was resolved by the Stipulation between the
Debtors, the Prepetition Lenders, and JSM. The Stipulation
provided that "[t]he Debtors shall have until 4:00 p.m.. e.s.t.
on March 19, 2001 within which time to withdraw the Debtors'
Motion to Assume and file a motion to reject the JSM
Construction Contract" or else the Debtors' Motion to Assume
shall be deemed granted "without the necessity of any further
notice or hearing."

The Stipulation further provided that all the parties "reserve
any and all rights and remedies that they have or may have in
connection with the JSM Construction Contract, including without
limitation, the withdrawal of the Debtors' Motion to Assume
and/or rejection of the JSM Construction Contract and the
validity of JSM's mechanic's lien."

         Debtors' Motion for Rejection of Contract

The Debtors have determined that the rejection of the JSM
Construction Contract is a valid exercise of their business
judgment and is in the best interest of GHV Debtors, their
estates and creditors in light of the time lapse and changes in
circumstances since they filed the motion for assumption, as
well as the deadline for assumption/rejection imposed under the

The Debtors related that, subsequent to their filing of the
Motion to Assume, GHV and the Prepetition Lenders (which will
own a substantial portion of the equity in the Debtors upon
their emergence from chapter 11) examined and reassessed their
long-term strategic goals with respect to the Facility.

Toward that end, the Debtors worked with several parties that
had renewed their interest in purchasing the Facility to develop
offers to purchase the Facility in either an unfinished state or
upon completion. The Debtors tell the Court that they have
received and are in the process of analyzing several offers to
purchase the Facility to determine which offer is the highest
and best for the Debtors, their estates, and creditors.

The Debtors reckoned that they may accept an offer pursuant to
which the purchaser will acquire the Facility in its unfinished
state and complete construction without the assistance of the
Debtors, then assumption at this time will require the Debtors
to pay a cure amount of approximately $1,139,760.00 for a
contract that is not beneficial to the Debtors' estates.

The Debtors represented that they will not be in a position to
assume the JSM Construction Contract until they

      (a) fully analyze the offers they have received, determine
which one is the highest and best, and enter into a binding
contract with such offeror, which may include the ability of the
purchaser to receive the benefit of the JSM Construction
Contract; or

      (b) determine that they will complete and operate the
Facility as a GHV facility.

Because pursuant to the Stipulation, the Debtors cannot extend
the deadline by which they are required to move to reject the
JSM Construction Contract and withdraw the Debtors' Motion to
Assume, the Debtors submit that rejection at this time is a
proper exercise of their business judgment.

The Debtors further noted that, if the JSM Construction Contract
is rejected and it happens that they are required to complete
the Madison Avenue Project prior to a sale of the Facility, they
will have little difficulty retaining another construction
company at a cost competitive to the amount the Debtors would
have to pay JSM to complete the project. In contrast, if the
Debtors prematurely assume the JSM Construction Contract, they
must first cure the default under the JSM Construction Contract
in the amount of $ 1,139,760.00, and then pay JSM such
additional amount to complete construction.

The Debtors reminded Judge Walsh that at the time the Motion to
Assume was filed, they submitted that time was of the essence to
complete the Madison Avenue Project expeditiously because the
winter months could negatively impact construction and that JSM
was in the best position to economically and efficiently
complete such project within that time frame. However, because
the Madison Avenue Project could not be timely re-commenced and
the winter months have almost passed, any small delay attendant
to retaining another construction company to complete the
Madison Avenue Project will be insignificant, the Debtors

The Debtors reiterated that they reserve the right to continue
to investigate the validity of the JSM Lien, as expressly set
forth in the Stipulation.

               Stipulated Protective Order

In connection with the handling of documents pursuant to
discovery in the motion by the Debtors for rejection of the JSM
Construction Contract, the Debtors and JSM Company, through
their respective counsel, pursuant to Rule 7026 of the Federal
Rules of Bankruptcy Procedure and Rule 26(c) of the Federal
Rules of Civil Procedure, stipulated to the entry of a
protective order as follows:

      (1) Each page of each document produced pursuant to
discovery in connection with the Motion shall bear a unique
identifying number.

      (2) CONFIDENTIAL INFORMATION refers to information that a
producing party claims to be its trade secret or other
confidential research, development, or commercial information
within the meaning of Fed. R. Civ. P. 26(c)(7). Information
to be treated under this Protective Order as CONFIDENTIAL
INFORMATION shall include:

          (a) Information set forth in responses to discovery
requests made under Fed. R. Bankr. P. 7031, 7033 and 7036 and
Fed. R. Civ. P. 31, 33 or 36, or in documents produced for
inspection in connection with the Motion under Fed B. Bankr. P.
7033 and 7034 and Fed. R. Civ. P. 33(d) or 34, provided that,
prior to delivery to the receiving party, the responses or
copies of documents are marked by the producing party with the
following legend:

                      CASE NO: 00~2692(JHW)

          (b) Information revealed by inspection of things or
premises in connection with the Motion under Fed R. Bankr. P.
7034 and Fed. R. Civ. P. 34, under terms to be agreed upon by
the parties through good-faith negotiations in connection with
any such inspection.

          (c) Information revealed during a deposition upon oral
examination in connection with the Motion under Fed R. Bankr. P.
7030 and Fed. R. Civ. P. 30 for 10 days following receipt of the
transcript by counsel for the producing party, but not
thereafter unless, before the 10-day period has expired, counsel
for the producing party notifies counsel for the receiving party
in writing that CONFIDENTIAL INFORMATION is set forth in the
transcript and specifies in writing the portions of the
transcript that disclose CONFIDENTIAL INFORMATION, or during the
deposition, counsel for the producing party or any other party
requests that a separate transcript be prepared covering
portions of the transcript to be CONFIDENTIAL INFORMATION.

      (3) CONFIDENTIAL INFORMATION disclosed pursuant to
discovery in connection with the Motion shall be used solely in
connection with the Motion.

      (4) Access to CONFIDENTIAL INFORMATION disclosed pursuant
to discovery in connection with the Motion shall be limited to
the following persons:

          (a) Counsel of record for a receiving party and
stenographic, clerical, and legal assistant employees, and
agents of those counsel whose functions require access to

          (b) The directors, officers, employees and general or
limited partners of the parties, or any subsidiary or affiliate
thereof who are assisting the parties in this Litigation, or who
appear as witnesses

          (c) Outside experts or consultants who are not regular
employees of a receiving party and who are retained by the
receiving party or its counsel, such as independent technical
experts, accountants, statisticians, economists, or other
consultants, whose advice and consultation are being or will be
used by such party or its counsel in connection with this
action, including their stenographic and clerical personnel,
provided that disclosure to such experts or consultants and
their stenographic and clerical personnel shall be made only on
the following conditions:

          -- Counsel desiring to disclose CONFIDENTIAL
             INFORMATION to such experts or consultants shall
             first obtain a signed Agreement To Be Bound By
             Protective Order in the form as in Exhibit A to the
             Stipulated Protective Order from each such expert or
             consultant and each of his/her stenographic and
             clerical personnel who would require access to
             CONFIDENTIAL INFORMATION, and counsel shall retain
             in his/her file the original of each such signed
             Agreement To Be Bound By Protective Order.

          (d) Non-technical trial consultants and graphics or
design services retained by outside trial counsel for the
purpose of preparing demonstrative or other exhibits;

          (e) Court reporters employed in connection with this

          (f) The Court and its authorized staff.

      (5) CONFIDENTIAL iNFORMATION disclosed pursuant to
discovery in connection with the Motion shall not be made public
by the receiving party, shall be used only by persons permitted
access to it under Paragraphs 3 and 4 and shall be disclosed
only to persons specified in Paragraphs 3 and 4.

      (6) If CONFIDENTIAL INFORMATION disclosed pursuant to
discovery in connection with the Motion is to be filed with the
Court in connection with any proceedings herein, it shall be
filed in a sealed envelope marked with the caption of the case
and the following legend:

                        CASE NO. OO-2692(JHW)

      (7) This Stipulated Protective Order shall not prevent a
party from attempting to examine, at deposition or at trial,
persons who are not authorized to receive CONFIDENTIAL
INFORMATION disclosed pursuant to discovery in connection
with the Motion, as identified herein, so long as such
examination concerns CONFIDENTIAL INFORMATION to which the
witness previously had authorized access or of which the
witness has prior knowledge, as demonstrated by foundation
testimony during the deposition or trial. This Stipulated
Protective Order shall not prevent counsel from examining a
witness to determine whether he or she has prior knowledge of
CONFIDENTIAL INFORMATION, as long as such examination is done
in a manner that does not disclose the details of the

      (8) CONFIDENTIAL INFORMATION disclosed pursuant to
discovery in connection with the Motion may be used in testimony
at the Motion hearing, and at depositions and may be offered in
evidence at the Motion hearing, all subject to any further Order
regarding confidentiality as this Court may enter, and may be
used to prepare for and conduct discovery and to prepare for the
Motion hearing, all subject to paragraphs 3 and 4, but may not
be used for any other purpose except as expressly provided
herein or by further Order of the Court.

      (9) The acceptance of CONFIDENTIAL INFORMATION disclosed
pursuant to discovery in connection with the Motion by the
parties shall not constitute an admission or concession or
permit an inference that the CONFIDENTIAL INFORMATION is in fact
confidential. This Stipulated Protective Order shall not
foreclose any party from moving for an Order that documents
or other items designated CONFIDENTIAL INFORMATION are not,
in fact, confidential. Prior to bringing such a motion, the
receiving party shall first request in writing that the
producing party change its designation. If the producing
party refuses to agree Within ten (10) days, the receiving
party may file a motion for an Order changing or removing the
designation. On such a motion, the producing party shall have
the burden of proving that the CONFIDENTIAL INFORMATION
embodies its trade secrets or other confidential research,
development or commercial information within the meaning of
Fed. R. Civ. P. 26(c)(7).

     (10) The disclosure by a producing party of CONFIDENTIAL
INFORMATION disclosed pursuant to discovery in connection with
the Motion by way of delivering responses to discovery requests,
delivering copies of documents, disclosing deposition testimony
or otherwise, without the designation required by paragraph 2,
shall constitute a waiver of any claim of confidentiality,
except where such disclosure resulted from inadvertence or
mistake on the part of the producing party and such inadvertent
or mistaken disclosure is thereafter brought to the attention of
the receiving party within 5 days after discovery of such
disclosure. Upon such notice of inadvertent or mistaken
disclosure, the producing party shall also provide properly
marked documents. Upon such notice, and upon receipt of properly
marked documents, the receiving party shall return said unmarked
documents and things to the extent practicable, shall not retain
copies of said unmarked documents, and shall treat information
contained in said documents and any summaries or notes thereof

     (11) Should any CONFIDENTIAL INFORMATION be disclosed,
through inadvertence or otherwise, by the receiving party to any
person or party not authorized under this Stipulated Protective
Order, then the receiving party shall: (a) use its best efforts
to obtain the return of any such CONFIDENTIAL INFORMATION and to
bind such unauthorized person or party to the terms of this
Stipulated Protective Order; (b) within three (3) days of the
discovery of such disclosure, inform such persons or party of
all provisions of this Stipulated Protective Order; (c) within
five (5) days of the discovery of such disclosure, identify such
person or party to the producing party; and (d) request such
person or party to sign the Agreement To Be Bound By Protective
Order in the form attached as Exhibit A to the protective order.
The executed agreement shall be served, if obtained, upon
counsel of record for the producing party within five (5) days
of its receipt by the receiving party.

     (12) Nothing in this Stipulated Protective Order shall
require disclosure of information that counsel contends is
protected from disclosure by the attorney-client privilege or
the work-product immunity.

     (13) If the discovery process calls for the production of
information and the party requested believes that doing so would
breach an express or implied agreement with a nonparty to
maintain such information in confidence, the party requested to
produce the information shall, at least five (5) days before the
date for production, give written notice to the nonparty that
its information is subject to discovery in this litigation, and
shall provide the nonparty with a copy of this Stipulated
Protective Order. At the same time such written notice is given
to the nonparty, the party requested to produce the information
will advise the potential receiving party that: (1) such notice
has been given; (2) the type of information subject to the
notice; and (3) the name and address of the nonparty. The
information subject to the notice shall not be produced unless
the nonparty agrees to such production or the requesting party
is successful in moving to compel production.

     (14) If information subject to a claim of attorney-client
privilege or work-product immunity is inadvertently or
mistakenly produced, such production shall in no way prejudice
or otherwise constitute a waiver of, or estoppel as to, any
claim of privilege or work-product immunity for such
information. If a party has inadvertently or mistakenly produced
information subject to claim of immunity or privilege, the
information for which a claim of inadvertent or mistaken
production is made shall be returned upon request to the
producing party within three (3) days of such request.
Moreover, any copies of the information and any notes or
summaries referring or relating to any such inadvertent or
mistakenly produced information shall be destroyed. The party
returning such information may move the Court for an Order
compelling production of such information.

     (15) The restrictions and obligations set forth in this
Stipulated Protective Order relating to CONFIDENTIAL INFORMATION
disclosed pursuant to discovery in connection with the Motion
shall not apply to any information that: (a) the parties agree,
or the Court rules, is already public knowledge; (b) the parties
agree, or the Court rules, has become public knowledge other
than as a result of disclosure by the receiving party; or (c)
has come or hereafter comes into the receiving party's
legitimate possession independently of the producing party. Such
restrictions and obligations shall not be deemed to prohibit
discussions with any person regarding any CONFIDENTIAL
INFORMATION if said person already has legitimate possession

     (16) In the event that a party desires to provide access to
or disseminate CONFIDENTIAL INFORMATION disclosed pursuant to
discovery in connection with the Motion to any person not
entitled to access under paragraphs 3 and 4, it may move the
Court for an order that such person be given access thereto.
In the event the motion is granted, or by agreement of the
parties, such person may have access to CONFIDENTIAL INFORMATION
after first signing an Agreement To Be Bound By Protective Order
in the form of Exhibit A attached to the motion, a copy of which
shall be forwarded promptly thereafter to opposing counsel.

     (17) This Stipulated Protective Order shall not prevent any
party from applying to the Court for relief therefrom, or from
applying to the Court for further or additional protective

     (18) This Stipulated Protective Order shall survive the
termination of this action.

     (19) After final termination of this action, trial counsel
for the receiving party may retain one archival copy of
deposition transcripts, deposition exhibits, Court transcripts,
Court exhibits, documents and other submissions to the Court or
to opposing counsel, and CONFIDENTIAL INFORMATION disclosed
pursuant to discovery in connection with the Motion to the
extent it includes or reflects attorney's work product.
Within 30 days after final termination of this action including
any appeals, counsel for the receiving party either shall return
all additional CONFIDENTIAL INFORMATION in its possession,
custody or control to counsel for the producing party or shall
certify destruction thereof to such counsel.

     (20) If a nonparty provides discovery to any party in
connection with this Motion, the provisions of this Stipulated
Protective Order shall apply to such discovery as if such
discovery were being provided by a party. Under such
circumstances, the nonparty shall have the same rights and
obligations under this Stipulated Protective Order as held by
the parties to this action. Should any nonparty wish to produce
information that the party considers CONFIDENTIAL INFORMATION
under any circumstances other than those provided in this
Stipulated Protective Order, the nonparty shall be required to
obtain agreement to such terms for production from each party to
the action or to seek relief from the Court.

     (21) The undersigned parties agree to be bound by the terms
of this Stipulation pending entry by the Court of an order
hereon, and agree to cause any third parties who agree to be
bound by this Stipulation to abide by the terms of the
Stipulation pending entry of an Order by the Court.
(Genesis/Multicare Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

GOLF TRUST: Lenders Demanding Immediate Payment Of Debt
Golf Trust of America, Inc. (AMEX:GTA) announced that the
lenders to its operating partnership gave notice Tuesday
afternoon that they are accelerating the outstanding debt under
two of its credit agreements.

As previously reported, the lenders assert that the operating
partnership is currently in default under both agreements due to
its failure to comply with several covenants. As a result, the
lenders now assert that the outstanding balance is immediately
due and payable by the operating partnership, in addition to all
other amounts owed under the agreements. The lenders also demand
full payment for the outstanding debt and other amounts due from
the operating partnership's guarantors, which include Golf Trust
of America, Inc. and certain other of its affiliates.

In addition, Bank of America, N.A., the administrative agent
under the agreements, obtained a court order yesterday which
enjoins certain of the rights of the operating partnership until
a preliminary injunction hearing, which is set for May 31, 2001.
The Company reports that negotiations with Bank of America, N.A.
and the other lenders are ongoing. Furthermore, all interest has
been paid in full on a current basis and a portion of the
proceeds from asset sales has been used as a partial pay-down on
the outstanding principal balance.

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.

HISPANIC TELEVISION: Shares Face Delisting From Nasdaq
Hispanic Television Network (Nasdaq: HTVN) received a Nasdaq
Staff Determination Letter regarding its status with the Nasdaq.

The Staff Determination letter dated May 17, 2001 indicates that
the Company does not comply with the net tangible asset and
minimum bid price requirements for continued listing set forth
in the Marketplace Rules and that its securities are, therefore,
subject to delisting from the Nasdaq National / Small Cap

Because the company believes that recent, previously announced
agreements will greatly enhance its operating performance and
lead to further stability in its distribution plan, the company
has requested an oral hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing.

"We have done many positive things to right our course and
reduce our losses in a difficult market," said HTVN Chairman Jim
Ryffel. "We are proving the viability of our business model by
increasing revenue and rapidly expanding our distribution in
both station and cable agreements."

He added, "The irony is that HTVN is a much better company today
than it was a year ago, when there were no questions regarding
our listing on Nasdaq."

HTVN further stated, "We are appealing the determination and
requesting a hearing before the Nasdaq Listing Qualifications
Panel. No date for a hearing has been set. Nasdaq will not
delist the company's stock while the appeal is pending."

                      About HTVN

HTVN, the nation's third largest Spanish language television
broadcasting company continues to develop its strategy of
owning, operating, and affiliating television stations in key
U.S. Hispanic markets. HTVN continues to make great strides in
growing its broadcasting business by the recent signing of major
cable contracts that include Time Warner Cable, AT&T Broadband,
and National Cable TV Co-OP.

ICG COMMUNICATIONS: Committee Taps Houlihan Lokey As Advisor
The Official Committee of Unsecured Creditors in ICG
Communications, Inc.'s chapter 11 cases, acting through Derek C.
Abbott and William H. Sudell, Jr., of the Wilmington firm of
Morris, Nichols, Arsht & Tunnell, and Chaim J. Fortgang and Dov
Kleiner of the New York firm of Wachtell, Lipton, Rosen & Katz,
asked Judge Walsh for approval of their employment of Houlihan
Lokey Howard & Zukin Capital, LP, as financial advisor to the
Committee, effective nunc pro tunc to December 1, 2000, and for
his approval of the proposed terms of employment.

The services to be rendered by Houlihan to the Committee are:

      (a) Evaluating the assets and liabilities of the Debtors
and their subsidiaries and preparing reports on some for the

      (b) Analyzing and reviewing the financial and operating
statements of the Debtors and their subsidiaries;

      (c) Analyzing the business plans and forecasts of the
Debtors and their subsidiaries;

      (d) Evaluating all aspects of any debtor-in-possession
financing, cash collateral usage, and adequate protection, and
any exit financing in connection with any plan of reorganization
and any budgets related to those;

      (e) Devising appropriate strategies to maximize the value
to be received by the unsecured creditors in the Debtors' cases;

      (f) Helping with the claim resolution process and
distributions relating thereto;

      (g) Providing such specific valuation or other financial
analyses as the Committee may require in connection with these

      (h) Assesses the financial issues and options concerning
either (i) the sale of any assets of the Debtors, or (ii) the
Debtors' plan(s) of reorganization;

      (i) Preparation, analysis and explanation of the Plan to
various constituencies;

      (j) Oversee and assist the Committee in connection with all
aspects of the Debtors' efforts to enter into a transaction or
transactions to sell, assign, transfer or otherwise dispose of
some or all of the Debtors' assets; and

      (k) Providing testimony in court on behalf of the
Committee, if necessary.

As compensation for its services, Houlihan Lokey will charge the
Debtors' estates under its engagement letter. Houlihan Lokey
will be entitled to receive, subject to Court approval, a fee of
$250,000 per month for the first four months, commencing as of
December 1, 2000, and $175,000 per month thereafter, with an
aggregate minimum fee of $1,000,000, plus deferred fees, plus
reasonable and necessary out-of-pocket expenses. Upon
substantial consummation of any Chapter 11 plan of
reorganization, Houlihan Lokey will be entitled to apply for a
deferred fee payment. The Committee has the right to take a
position on any such application in its sole discretion. The
amount of the deferred fee payment, if any, will be subject to
the approval of the Bankruptcy Court. The Debtors will pay the
monthly fee by the first day of each month, in advance for the
month, plus reimbursement for the reasonable and documented out-
of-pocket expenses for each month.

In addition, the Debtors are to indemnify Houlihan Lokey and its
affiliates, and their respective past, present and future
directors, officers, shareholders, employees, agents and
controlling persons, to the fullest extent lawful, from and
against any and all losses, claims, damages or liabilities (or
actions in respect thereof), joint or several, arising out of or
related to the engagement, any actions taken or omitted to be
taken by an indemnified party (including acts or omissions
constituting ordinary negligence) in connection with the
engagement, the liquidation of the Debtors' assets and/or any
restructuring transaction. The term restructuring transaction
includes (i) substantial consummation of a Chapter 11 plan of
reorganization, or (ii) closing of a tender offer for
substantially all of the Claims. In addition, the agree to
reimburse the indemnified parties for any legal or other
expenses reasonably incurred by them in respect thereof at the
time such expenses are incurred; provided, however, the Debtors
will not be liable under the indemnity for any loss, claim,
damage or liability which is finally judicially determined to
have resulted primarily from the willful misconduct or gross
negligence of any indemnified party. Houlihan Lokey assures
Judge Walsh is customary and reasonable for financial advisory

By affidavit, Alan D. Fragen, a Director of Houlihan, assured
Judge Walsh that Houlihan Lokey does not have or represent any
interest materially adverse to the interests of the Debtors or
their estate, creditors or equity interest holders, and is a
disinterested person as that term is defined in the Bankruptcy
Code. However, Mr. Fragen warned that as the Debtors have
numerous relationships and creditors, every reasonable effort
has been made to discover and eliminate the possibility of any
conflict, but he and Houlihan Lokey is unable to state with
certainty whether one of its clients or an affiliated entity
holds a claim or otherwise is a party in interest in these
Chapter 11 cases. However, Mr. Fragen assured Judge Walsh that
if Houlihan Lokey discovers any information that is contrary to
or pertinent to the statements made in the Application and
Affidavit, Houlihan Lokey will promptly disclose this
information. In the interests of full disclosure, Mr. Fragen
stated that Houlihan Lokey numbers among its current clients
Regal, a subsidiary of Hicks, Muse, Tate & Furst, Inc., Aetna,
Inc., and e-spire Communications, a shareholder of W. R. Huff
Asset Management Co., LLC, all of which are or may be parties in
interest to these estates, but in no event does Houlihan Lokey
represent these parties in connection with these estates.

Mr. Fragen explained that the reason for the request for nunc
pro tunc engagement is that Houlihan Lokey began review of
various documents as requested by the Committee to familiarize
itself with these cases and to negotiate the terms of the
engagement with the Committee. As a result of this review,
Houlihan Lokey was able to immediately begin assisting the
Committee and its counsel in analyzing the benefits and costs of
the Debtors' proposed actions.

                The United States Trustee Objects

Patricia A. Staiano, the United States Trustee for Region 3,
appearing through Frank J. Perch, III, Trial Attorney, said that
the compensation  sought by Houlihan Lokey is excessive. The
requested monthly fee of $250,000 for the first four months
exceeds the prevailing rate for such services in Chapter 11
cases, including fees billed by internationally known major
investment houses in equally large or larger cases pending in
Delaware. It exceeds the rate being charged by other
professionals in these cases. Furthermore, Houlihan Lokey does
not appear to provide for a credit of even part of the monthly
billing against any subsequent success or transaction fees.

The Trustee expressed her concern that any order entered on the
Application might be construed as pre-approving the amount of
any success or transaction fee.

The Trustee objects to any provision of the engagement letter
that might purport to cap or limit Houlihan Lokey's liability to
the fees received.

The Trustee also objects to approval of the application nunc pro
tunc, saying that approval retroactively is not warranted under
the standards stated by the Court of Appeals for the Third
Circuit in such decisions as F/S Airlease II, Inc. v. Simon in
1988, and In re Arkansas Co. in There were no emergent matters
in the case of sufficiently long and continuous intensity to
account for a delay of four months in moving for Houlihan
Lokey's retention. As to the allegation regarding the need for
time to negotiate with the Committee over the terms of the
engagement, the Trustee notes that the terms of the engagement,
other than the dollar amount of the initial monthly fee, are
largely typical and customary and in fact are terms which
Houlihan Lokey has argued vigorously in other cases are standard
and basically nonnegotiable. (ICG Communications Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-

INTEGRATED HEALTH: Gets Extension Of Mich. Hospice Office Lease
Integrated Health Services, Inc. sought and obtained the Court's
approval of the first amendment to the lease agreement between
Debtor Hospice of Integrated Services, Inc. and SOP-Crescent
Centre L.L.C., pursuant to Sections 105 and 363 of the
Bankruptcy Code, so as to provide for an extension of the lease
term to November 30, 2003, retroactive to December 1, 2000. In
addition, the Amendment provides for periodic increases in Base
Rent and Electric Charge Monthly Installments.

Hospice d/b/a Samaritan Care Hospice of Michigan leases an
office suite located in the building at Crescent Centre, 24445
Northwestern Highway, Southfield, Michigan 48075 pursuant to a
lease entered in or about December of 1996 with Consolidated
Capital Equity Partners Two L.P., a California Limited
Partnership. The Leased Space is used to house administrative
and support staff relating to the Debtors' hospice business.

At some time after the Lease Date, SOP-Crescent Centre L.L.C., a
Michigan Limited Liability Company, purchased the Building from
Consolidated and took an assignment of all of Consolidated
rights under the Lease.

The initial term of the lease was for 4 years commencing on
December 1996 and ending on November 30, 2000. The total base
rent for the lease term was $179,140 to be paid in monthly
installments. The total leased space is 3,380 square feet.

Although the Lease expired on November 30, 2000, Hospice has
maintained possession of the Leased Space, with the consent of
SOP, and has continued to make monthly rental payments.

The Debtors believe that the Lease and its terms are at market
rates and that execution of the Amendment will provide a benefit
to the Debtors, their estates and creditors.

Hospice requires office space in order to effectively manage its
business and monitor its support staff. To that end, the Debtors
believe that the Leased Space serves Hospices' purposes well
insofar as: (a) the Lease is at competitive rates; and (b)
execution of the Amendment will avoid the necessity of having to
locate new space as well as avoiding the disruption of Hospice's
business caused by a move to such new location.

In their business judgment, the Debtors submit that the
Amendment is fair, equitable and in the best interests of their
estates and creditors.

The Debtors made it clear that entry into the Amendment should
not be construed as any indication that the Debtors are seeking
to assume the lease at this time. (Integrated Health Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,

JORE CORPORATION: Files For Chapter 11 Protection in Montana
Jore Corporation (Nasdaq:JORE) filed for voluntary
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the District of Montana.

Jore has received a commitment for debtor-in-possession
financing from its principal lenders. The term of the financing
agreement, subject to certain conditions, is through December
31, 2001. As a debtor-in-possession under the Code, Jore is
authorized to operate its business in the normal course, but may
not enter into transactions outside the normal course of
business without court approval.

Jore's liquidity shortfall in 2001 was caused by several issues.
First, slowing retail economic conditions have resulted in lower
than anticipated revenues since mid-2000. This revenue slow-down
occurred at a time when Jore was completing its $70 million
vertical integration program to expand internal manufacturing
capabilities and production capacity. Also, the cost and effort
of the nationwide rollout of Stanley(R) branded products at the
Home Depot was significantly greater than expected. Each of
these issues has strained Jore's cash and borrowing capacity in
the first half of 2001, which is also the low period of Jore's
seasonal production and sales.

During the reorganization period, Jore will continue to explore
available strategic alternatives including the sale of all or
part of its operations. Proceeds from a sale will be used first
to repay secured creditors, and second to repay unsecured
creditors as of the date of the filing. The percentage recovery
for secured and unsecured creditors depends on a number of
factors, including the ultimate selling price and resolution of
disputed claims. It is unlikely there will be any remaining
value to the Company's common shareholders. As part of the
restructuring, the Company has requested to pay certain
unsecured debts that relate to its ongoing business, including
payments to employees and critical suppliers.

Jore also announced its results for the quarter ended March 31,
2001. For the first quarter of 2001, net revenues were $6.2
million, compared to $7.1 million for the first quarter of 2000.
The year-over-year decline in revenue reflects the Company's
strategic transition away from OEM sales to focus on direct to
retail sales, and the slowdown in retail spending during recent
periods. The net loss for the first quarter of 2001 was $7.5
million or ($0.54) per diluted share on 13.9 million shares
outstanding, compared to a net loss of $1.3 million or ($0.09)
per diluted share on 13.8 million shares outstanding in the same
period of 2000.

Results for the first quarter of 2001 were adversely affected by
the lower than anticipated sales levels and higher than expected
cost of goods. The Company invested approximately $70 million in
manufacturing equipment in 1999 and 2000 in order to meet
anticipated sales growth. Low utilization levels resulted in
$2.4 million of excess capacity costs which are now being
treated as period costs, $1.2 million for obsolete inventory and
$1.0 million for start-up manufacturing costs from 2000 that
were included in beginning 2001 inventory.

Total operating expenses for the first quarter 2001 were $2.8
million, up from $2.3 million in the same period of 2000 and
down from $6.1 million in the fourth quarter of 2000. The year-
over-year increase primarily reflects a $0.5 million write-off
of prepaid commission expense and increased professional fees.
The sequential decrease in total operating expenses reflects the
anticipated seasonal decline in business activity, as well as
Jore's efforts to reduce operating expenses in line with the
challenging economic environment and the Company's overall
financial position.

In addition, the Company has recently restructured its
management team, including the appointment of Gerald McConnell
as President and CEO of Jore Corporation and President of the
Company's Power Tools Accessories Group. Matt Jore, formerly
President, Chairman and CEO, will become President of the
Company's Technology Group and focus on customer relationships
and product/process development. Jim Loebbecke, member of the
board of directors since July 2000, will become the Company's
chairman of the board. McConnell and Jore will also serve on the
board of directors. The Company has also consolidated the Chief
Financial Officer and Controller functions, with Mick Quinlivan,
formerly Controller, assuming those responsibilities. Monte
Giese, former CFO, will help transition the Company through the
funding, reorganization and strategic alternatives process.

"While we regret the need to file for protection under Chapter
11, we are pleased to have secured the necessary financing to
move this business forward," said Gerald McConnell, President
and CEO of Jore Corporation. "The funding will allow us to
maintain the high service levels and product fill rates that our
customers have come to expect."

                      About Jore Corporation

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

JPM COMPANY: Posts $8.4 Million Net Loss For First Quarter 2001
The JPM Company (NASD:JPMXC) reported net sales for its second
fiscal quarter ended March 31, 2001, of $32.9 million, a decline
of 19.1% from the $40.6 million in the same period last year.
The decrease in revenue was attributed to the continuing
weakness in the global telecommunications industry.

The net loss for the quarter ended March 31, 2001, of $8.4
million, or $1.14 per share, compared to a net loss of $486,000,
or $0.07 per share in the same period last year. The higher net
loss was primarily due to reduced sales and certain other
charges of approximately $3.2 million, which were mostly non-
cash. Included in the $3.2 million of charges were $2.1 million
for inventory reserve estimates and other inventory adjustments,
$0.5 million for the change in market value of derivatives and
$0.6 million for other valuation reserves and adjustments.
For the six months ended March 31, 2001, the Company reported
sales of $77.5 million, a decline of $8.6 million or 10%
compared to the same period last year. The net loss for the
first six months of fiscal 2001 was $14.1 million, or $1.91 per
share, compared to net income of $544,000, or $0.07 per diluted
share for the corresponding period last year.

Due to uncertainty over the Company maintaining compliance with
future listing requirements, the Company's Board of Directors
has discontinued the process of effectuating a reverse stock
split intended to return the minimum bid price for the Company's
common shares above $1.00. In the event the Company cannot meet
the requirements for continued listing on the NASDAQ Small Cap
Market, its common shares would be listed in the OTC-Bulletin

The JPM Company is a leading independent manufacturer of cable
assemblies and wire harnesses for original equipment
manufacturers and contract manufacturers in the
telecommunications, networking, computer and business automation
sectors of the global electronics industry. Headquartered in
Lewisburg, Pennsylvania; JPM also has facilities in Beaver
Springs, Pennsylvania; San Jose, California; Guadalajara,
Mexico; Toronto and Calgary, Canada; Sao Paulo, Brazil;
Leuchtenberg, Germany and Bela, Czech Republic. For more
information about JPM or its products, visit the Company's Web
site at

LOEWEN GROUP: Rejects Real Property Lease In Florida
The Loewen Group, Inc. sought and obtained the Court's authority
to reject an unexpired nonresidential real property lease
between Debtor Kapala-Glodek Funeral Services, Ltd., as tenant,
and C. Eugene Cox and Ronald V. Flobeck (the landlord) with
respect to real property located at 1630 Pine Island Road, Cape
Coral, Florida 33391 because under the term of the lease, if
Kapala-Glodek fails to exercise its Purchase Option by June 4,
2001, the landlord has the option to sell the property to
Kapala-Glodek for $2 million by giving 60 days advance written
notice to Kapala-Glodek.

Although the funeral home and cemetery businesses operated on
the Property have been reasonably successful, in light of the
term of the lease related to the purchase option, the Debtors
have determined, in the exercise of their business judgment,
that the rejection of the lease is in the best interests of
their estates and creditors. (Loewen Bankruptcy News, Issue No.
39; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LTI HEALTHCARE: Pacific Exchange Suspends Trading of Shares
LTC Healthcare Inc. (LTI) (OTC:LTHT) announced that the Pacific
Exchange Inc. suspended trading in the company's stock as of May
17, 2001.

On May 21, 2001, the company was notified by PCX Equities Inc.
("PCXE") that the company did not comply with Tier II listing
maintenance requirements for net tangible assets as defined in
PCXE rule 5.5(h). This rule requires a listed company to
maintain total net tangible assets of at least $500,000, or net
worth of at least $2 million. As a result of this noncompliance,
PCX suspended trading in the company's stock.

The company reported on its Form 10-Q for the quarter ended
March 31, 2001, a negative net worth of $8,096,000.
The notification from PCXE requires the company to provide a
plan of remediation to again have the company in listing
compliance within 30 days and implement the plan of remediation
within 30 days of submission. Thereafter, the company would have
a maximum of 60 days to effectively resolve the noncompliance.
Absent this correction, PCX will proceed to delist the company
on July 17, 2001.

On May 23, 2001, the company sent PCXE a letter stating that it
would not be able to present a plan whereby the company was
again within the required listing requirements, and as a result
the company expects that PCXE will immediately begin delisting

Currently, the company is trading on the OTC Bulletin Board
under the trading symbol "LTHT."

The principal business of the company is providing long-term
health-care services through the operation of nursing
facilities. At March 31, 2001, the company operated 30 nursing
facilities with 3,377 licensed beds and one rehabilitation
hospital with 84 beds, located in seven states.

METROMEDIA FIBER: S&P Places B+ Senior Debt Rating On Watch
Standard & Poor's placed its single-'B'-plus senior unsecured
debt rating on Metromedia Fiber Network Inc. (MFN) on
CreditWatch with negative implications. The preliminary single-
'B'-plus rating on the company's senior unsecured shelf
registration was also placed on CreditWatch negative.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on MFN as well as its preliminary
triple-'C' rating on the company's preferred stock shelf
registration. These ratings are not on CreditWatch.

The outlook is stable.

The CreditWatch listing of the unsecured debt does not reflect
an anticipated diminution in the company's credit worthiness.
Rather, it reflects the potential that the company's priority
obligations relative to total assets will exceed thresholds
established by Standard & Poor's for delineating a higher degree
of recovery risk for unsecured debt holders. The risk that this
concentration will exceed Standard & Poor's criteria is
heightened by the expectation that in 2001 MFN will draw on a
$350 million secured bank facility currently under negotiation.
The company has not closed on this facility, and the commitment
will expire on June 30, 2001, if MFN has not entered into
definitive documentation for the senior credit facility by then.
The company is expected to use this funding source to cover its
cash operating and capital requirements over the next few years.
Standard & Poor's will determine a realistic, reasonable asset
value for the company's extensive local fiber asset holdings,
coupled with other network equipment and assets, to determine if
the 15% threshold of priority obligations relative to total
asset value will be breached over the next few years with the
addition of the secured bank facility. Based on the assessment
of asset value, coupled with expected incurrence of construction
and other trade payables during the company's fiber buildout
plans through 2002, the senior unsecured debt may be notched
down one level below the corporate credit rating.

The corporate credit rating on MFN reflects the business risks
faced by this emerging local facilities telecommunications
company as it expands from its core New York City metropolitan
area into a national and international company. Risk is
tempered, somewhat, by the current strong demand for quality
local fiber-optic networks, the company's excellent service
reputation, and the prefunding of its aggressive business plan
with expected obtainment of a $350 million bank facility.

Significant debt funding of MFN's network expansion has
contributed to the company's weak credit profile, and the
company is not expected to be EBITDA positive until 2003. Cash
balances at March 31, 2001, were about $553 million, while debt
stood at $2.6 billion. Capital spending is estimated at about $1
billion in 2001.

                       Outlook: Stable

MFN is in the early stages of its network development and its
business model is evolving. The company derives a degree of
financial flexibility from its large strategic investor Verizon
Communications Inc., from the prefunding of its capital program,
and from its ability to swap spare fiber-optic capacity to
extend its core network. These factors should allow MFN to
execute its aggressive business plan within the current rating
category, Standard & Poor's said.

MIST INC: Sells Imprinter Business for CDN$7 Million to Pay Debt
MIST Inc. (TSE:MIS - news), a global leader in wireless
transaction technology, announced the completion of the sale of
the NBS Bartizan Imprinter Division, based in Kitchener, Ontario
for net proceeds of CDN$7 million. Proceeds of the sale will be
used to repay debt.

``We are pleased that the restructuring of MIST is drawing to a
close. Our vision remains sharply focused the development of
wireless transaction solutions and payment gateway
opportunities,'' stated Charles E. Lee, President and CEO of

                       About MIST Inc.

MIST Inc. (TSE:MIS - news), a leading global provider of
wireless transaction-enabling technologies, designs,
manufactures and distributes wireless and wired Point-of-Sale
solutions. The MIST Freedom family of wireless transaction
terminals was developed to complement MIST's existing range of
products. The MIST FreedomGate(TM) provides gateway services
with value-added options such as messaging, time and attendance,
e-commerce and advertising. With facilities in Canada, the
United States and Japan, MIST's clients include North American
and international banks, financial institutions, credit and
debit card processors, as well as retail, hotel, restaurant,
healthcare and loyalty customers. For more information, visit Investors may contact investor-

NCT GROUP: Largest Shareholder Buys Additional 4.3 Mil Shares
NCT Group, Inc. (OTCBB: NCTI) reported that its largest
beneficial shareholder, Ms. Carole Salkind, has purchased 4.3
million shares of NCTI common stock. She accomplished this by
converting the principal, interest and penalty on the Company's
February 13, 2001 $500,000 note to her into stock. This purchase
resolves NCTI's default in the principal amount on the note of
$500,000 as previously reported.

Additionally, Ms. Salkind and the Company rolled the principal,
interest and penalty on the Company's January 26, 1999, $1.0
million note into a new $1.4 million four month convertible
note, convertible into shares of the Company's common stock at a
price of $0.13 per share or convertible into shares of the
Company's subsidiaries, Artera Group International, Ltd. or
Distributed Media Corporation International, Ltd., at Ms.
Salkind's election. This resolves NCTI's default in the
principal amount on the note of $1.0 million as previously
reported. The new convertible note earns interest at the prime
rate as published in The Wall Street Journal. The Company also
issued Ms. Salkind a five-year warrant to purchase 500,000
shares of the Company's common stock at a price of $0.13 per
share, which approximated the market price of the common stock
on May 14, 2001, the day of issuance.

                       About NCT Group, Inc.

NCT Group, Inc. is a publicly-traded, high-tech company with
operating subsidiaries in media and communications. NCTI's
strong technology base of using sound and signal waves to
electronically reduce noise, improve signal-to-noise ratio and
enhance sound quality, drives leading edge technological
innovations in media, through its Distributed Media Corporation
International (DMCI) subsidiary, and communications, through its
MidCore Software and Pro Tech subsidiaries, with a specific
concentration on IP telephony applications. The Company's
emerging technology incubation strategy nurtures development of
NCTI technologies and complementary technologies from outside
developers. For more information refer to

NEFF CORPORATION: Amends Terms of Credit Facility
Neff Corp. (NYSE:NFF) has reached agreement with its lenders to
amend certain terms of its revolving credit facility. The
amendment permanently waives the events of default under certain
financial covenants and includes an increase in pricing. The
amendment also reduces the maximum commitment under the credit
facility from $219.5 million to $160.0 million as of June 30,
2001, and provides for additional reductions to the commitment
each quarter until the commitment is reduced to $120.0 million
as of December 31, 2002. At March 31, 2001, Neff had $141.3
million outstanding under the revolving credit facility.

Mark Irion, Chief Financial Officer commented, "We are pleased
to reach an agreement with our lenders that reflects the goals
of our business plan and provides adequate capital for Neff to
pursue all of our business objectives. Neff remains focused on
improving leverage by reducing our capital expenditures and
applying free cash flow to pay down outstanding debt."

Neff Corp. is one of the largest equipment rental companies in
the United States, with 80 locations in 17 states at March 31,

NUTRI/SYSTEM: Nasdaq Delists Shares, Now Trading On OTCBB
Nutri/System, Inc. (NASDAQ:THIN - news) had been notified
by Nasdaq that its common stock would be delisted from the
Nasdaq National Market at the opening of business today, May 25,
2001 because the Company no longer meets the minimum bid price
and minimum tangible net worth criteria applicable to continued
listing on the Nasdaq National Market.

Beginning on May 25, 2001 shares of Nutri/System, Inc. common
stock will trade on the Nasdaq OTC Bulletin Board electronic
quotation system under the symbol THIN.OB.

PACIFIC GAS: Martinez Demands Power Payments At Market Rates
One of the qualified facilities, Martinez Cogen LP, asked the
Court to enter an order requiring Pacific Gas and Electric
Company to pay in advance fair market value for all electricity
supplied to the Debtor by MCLP pending assumption or rejection
of the Power Purchase Agreement between MCLP and the Debtor,
dated May 1985 under which the Debtor had allegedly withheld
approximately $10.8 million in payments as of the Petition Date.

MCLP complained that, pursuant to a unilateral directive issued
by the Debtor to the qualified facilities providing energy to
PG&E, the utility has in effect dictated that MCLP (i) provide
the Debtor with the long-term pricing contemplated by the PPA,
without reaffirming its long-term commitment to MCLP, and (ii)
provide the Debtor with postpetition credit without the
protections afforded by Section 364 of the Bankruptcy Code for
those who provide credit support to a debtor.

MCLP is not willing to continue to perform on those terms
dictated by the Debtor.

The contract price under the PPA is substantially below market
price, MCLP tells the Court. MCLP reckons that if it were to
supply at least 15 megawatts of electricity per hour to the
Debtor at current market prices (assuming a rate of about $3001
MWh), the Debtor would be incurring additional indebtedness to
MCLP at the rate of approximately $108,000 per day.

Absent assumption of the PPA, the Bankruptcy Code does not
entitle the Debtor to pay anything but the fair market value of
energy delivered by MCLP postpetition; nor does the Bankruptcy
Code entitle the Debtor to compel MCLP to extend credit for
postpetition energy purchases, MCLP asserts.

Accordingly, MCLP believes it is entitled to an order (a)
directing the Debtor to pay as an administrative expense under
sections 503(b) and 507(a) of the Bankruptcy Code the difference
between the contract price and fair market value for all energy
delivered by MCLP from the Petition Date until the date of the
order, and (b) directing the Debtor to pay fair market value in
advance for all prospective energy deliveries by MCLP until the
PPA is assumed or rejected.

MCLP owns and operates a 99.9 megawatt electric generation plant
(the Facility) in Martinez, California, burning natural gas to
produce electrical and thermal energy. The 99.9 megawatts of
electricity purchased from MCLP is sufficient to meet the power
needs of about 99,900 homes in California. 10 megawatts of this
is sold to the Debtor on a "firm" basis, and a portion of its
remaining 89.9 megawatts of electricity is sold to the Debtor on
an "as delivered" basis. Such deliveries and purchases have been
made pursuant to a 25 year Power Purchase Agreement between the
Debtor and MCLP, dated May 1985 (the "PPA"). MCLP also sells
electricity to Ultramar Diamond Shamrock Golden Eagle Refinery.
About 27% of MCLP's revenue comes from electricity sales to the

Prior to the commencement of this chapter 11 case, the Debtor
had contracted to purchase approximately 4,500 megawatts of
electricity from "qualified facilities" or "QFs" throughout the
State of California. This represents about one-third of the
Debtor's total electrical capacity and powers about 4.5 million
California homes.

During the four months prior to the commencement of the PG&E
chapter 11 case, the Debtor elected not to pay MCLP for
electricity and electric capacity as required by the PPA.
Instead, the Debtor first curtailed, and then stopped making
altogether, payments due under the PPA while accepting MCLP's
performance. In December 2000 and January 2001, the Debtor paid
only 15% of the amount due and made no payments for February
2001 or March 2001.

The Debtor employed a similar strategy with respect to all of
its QFs, building up payables to all of its QFs of nearly $1.0
billion, MCLP told the Court.

Shortly after commencing its chapter 11 case, the Debtor issued
a unilateral directive to MCLP (and all 25 other "qualified
facilities" providing energy to the Debtor) indicating that

      (a) MCLP was to continue providing energy to the Debtor;

      (b) MCLP would be paid the contract rate for such energy
(as modified by the California Public Utility Commission's March
27, 2001 Decision No. 01-103-067) or less, if the Debtor's
circumstances required,

      (c) payment would be made 15 days in arrears, and

      (d) the Debtor would revisit its requirements from MCLP on
a monthly basis.

MCLP told the Judge that absent the Debtor's assumption of the
PPA, it is clear that the reasonable value of the electricity
provided by MCLP to the Debtor is not the price contemplated by
the PPA, which reflects a long-term commitment to purchase
electricity. If the Debtor elects to receive electricity from
MCLP pending the decision to assume or reject the PPA, it must
recognize its obligations to pay the fair market value for such
electricity, MCLP asserted. (Pacific Gas Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

PARK-OHIO: S&P Downgrades Credit Ratings To Low-B's
Standard & Poor's lowered its corporate credit rating on Park-
Ohio Industries Inc. to single-'B'-plus from double-'B'-minus
and its subordinated debt rating on the company to single-'B'-
minus from single-'B'. In addition, Standard & Poor's assigned
its single-'B'-plus rating to Park-Ohio's $180 million secured
credit facility. The company's debt totaled about $358 million
as of March 31, 2001.

The outlook is stable.

The rating downgrades reflect Park-Ohio's weaker-than-expected
operating results and increased debt use. The company reported a
15% decline in sales and a 38% decline in operating income for
the first quarter of 2001 (pro forma for the sale of a business
unit) compared with 2000. This followed a 4% decline in sales
and a 30% decline in EBITDA during the fourth quarter of 2000.
The weak results were caused by the sharp slowdown in heavy-duty
truck and automotive production in recent quarters, as well as
weakness in the overall U.S. economy. Truck production is
expected to remain at low levels during fiscal 2001, while the
auto market could show modest improvement during the second half
of the year. Debt levels increased by $11 million in the first
quarter, primarily due to a $6.3 million increase in working
capital. Cash flow protection is thin, with EBITDA interest
coverage of 1.7 times (x) in the first quarter and debt to
EBITDA (last 12 months) of more than 5x. Little to no
improvement in the company's credit profile is expected in the
next year.

Park-Ohio's ratings reflect the company's leading niche
positions in fragmented and cyclical markets, combined with an
aggressively leveraged financial profile.

The company operates diversified logistics and manufacturing
businesses serving a variety of industrial markets. The faster-
growing logistics segment accounts for 60% of total sales,
supplying fasteners and related products, via supply chain
management and wholesale distribution services, to companies in
the transportation, electrical, and lawn and garden equipment
industries. Manufacturing operations, which account for 40% of
sales, include various aluminum components such as transmission
pump housings, pinion carriers, and other products supplied
primarily to automotive manufacturers. Other manufactured
products include crankshafts and camshafts, custom-engineered
heating systems, and molded rubber products sold to the
aerospace, railroad, automotive, and truck industries.

Business risk comes from cyclical end markets, including the
automotive and truck manufacturing segments, which represent
about 30% of total sales. The faster-growing, and more stable,
logistics business, a fairly broad product line, and a large
customer base mitigate demand variability. The continuing
outsourcing trend among U.S. manufacturers provides good growth
opportunities for logistics services.

Park-Ohio's financial risk reflects an aggressively leveraged
capital structure and relatively modest cash flow protection
measures, with funds from operations to total debt of about 10%.
In response to weaker demand, the company has completed several
cost-cutting actions, reducing expenses by $8 million on an
annual basis, which should lead to improved operating results.
Liquidity is somewhat constrained, with only $30 million
available under a $180 million revolving credit facility, and
covenants are tight. Ratings assume the company will remain in
compliance with covenants or receive waivers, if necessary. Over
time, total debt to EBITDA is expected to average about 4x-4.5x,
and EBITDA interest coverage is expected to average about 2x-
2.5x, appropriate levels for the ratings.

                         Outlook: Stable

Heavy debt use and thin cash flow protection limit upside
ratings potential. Downside risk is limited by the firm's solid
niche positions and fair end market diversity, Standard & Poor's

PICCADILLY CAFETERIAS: Moody's Cuts Senior Note Rating to Caa1
Moody's Investor Service junked the following ratings of
Piccadilly Cafeterias, Inc.:

      * $55.2 million of senior secured notes to Caa1 from B2
      * senior implied rating to Caa1 from B2
      * senior unsecured issuer rating to Caa2 from B3.

The rating outlook is negative while approximately $55 million
of debt securities are affected.

Moody's said that the downgrade was due to the rating agency's
expectation that operational and debt protection measures will
remain weak for at least the rest of 2001.

Moody's does not anticipate a substantial improvement in unit
volume or restaurant cash flow (which has reportedly decreased
over the last two quarters) sometime soon since Piccadilly is
still identifying the causes of its operational setback.

Furthermore, the rating agency said that the downgrade was due
to its observation of the intense industry competition at the
company's price point, the moderate household incomes of many
cafeteria customers, and the company's geographic concentration.
The ratings also reflect the thinning real-estate ownership of
the company with the recent sale and leaseback of 12 stores.

The negative outlook considers the agency's view that results
from a new strategy remain at least a year away and that
operating margins and leverage may not materially improve in the

Based in Baton Rouge, Louisiana, Piccadilly Cafeterias, Inc.
operates 230 cafeteria-style restaurants spread across the

PHONETEL TECHNOLOGIES: Looks For More Lenders To Fund Operations
Phonetel Technologies Inc.'s working capital deficiency,
excluding the current portion of long-term debt, increased from
$2,698 at December 31, 2000 to $3,257 at March 31, 2001, which
represents a decrease in working capital of $559. Although the
Company's cash provided by (used in) operating activities
increased from ($732) for the three months ended March 31, 2000
to $238 for the three months ended March 31, 2001, this increase
was primarily due to the capitalization of certain interest
payments. In addition, the Company has incurred continuing
operating losses. The Company was not in compliance with certain
financial covenants under its Exit Financing Agreement at
December 31, 2000 and March 31, 2001 and presently has no
additional credit available thereunder. In addition, the Company
has not made the monthly scheduled interest payments from
February 1 through May 1, 2001 nor the principal payment
relating to the deferred line fee that was originally due on
November 17, 2000. As a result of certain amendments to the
Company's Exit Financing Agreement, the lenders have waived the
default relating to the Company's inability to comply with
certain financial covenants at December 31, 2000 through March
31, 2001 and have deferred or extended the due dates of the
payments described above. In the event the Company is unable to
remain in compliance with the Exit Financing Agreement and the
lenders do not waive such defaults, the outstanding balance
could become immediately due and payable.

The Company's working capital, liquidity and capital resources
may be limited by its ability to generate sufficient cash flow
from its operations or its investing or financing activities.
Cash flow from operations depends on revenues from coin and non-
coin sources, including dial-around compensation, and
management's ability to control expenses. There can be no
assurance that coin revenues will not decrease, that revenues
from dial-around compensation will continue at the rates
anticipated, or that operating expenses can be maintained at
present or reduced to lower levels. To the extent that cash flow
from operating activities is insufficient to meet the Company's
cash requirements, there can be no assurance that the Company's
lender will grant additional advances under the Exit Financing
Agreement or that the Company can obtain additional financing to
meet its debt service and other cash requirements. The Company
has had discussions with its lenders and has requested an
additional advance under its Exit Financing Agreement. Although
the Company's lenders have been supportive, the Company has not
been able to obtain additional advances from its lenders. The
Company continues to negotiate with its lenders and to evaluate
alternate financing arrangements. The Company has also taken
additional steps to further reduce operating expenses and to
seek alternate sources of revenue. Management believes, but
cannot assure, that cash flow from operations, including any new
sources of revenue, and the additional liquidity that its
current or alternate lenders may provide, will allow the Company
to sustain its operations and meet its obligations through the
remainder of 2001.

RESPONSE ONCOLOGY: Reports First Quarter Results
Response Oncology, Inc., (OTC Bulletin Board: ROIX), reported
its financial results for the first quarter ended March 31,

Net revenues were $31.6 million, 11 percent lower than the $35.6
million reported in the comparable period in 2000.  While
pharmaceutical sales to physicians increased 4 percent,
physician practice management (PPM) service fees declined 10
percent and IMPACT(R) net patient service revenue decreased
52 percent.

The decrease in IMPACT services revenue continues to reflect the
pullback in breast cancer admissions, which resulted from the
high dose chemotherapy/breast cancer study presented at the
American Society of Clinical Oncology (ASCO) in May 1999.  Since
the release of this data, the high dose chemotherapy business
has slowed significantly, as evidenced by a 44 percent decrease
in high dose procedures at the Company in the first quarter of
2001 compared with the same period in 2000.  In addition,
Response Oncology experienced a decline in insurance approvals
on high dose referrals.  As a result of the decline in volumes,
the Company closed 19 IMPACT Centers in 2000 and is in the
process of closing 11 additional Centers.

The decline in PPM service fees is due to the termination of a
service agreement and sale of related assets effective February
1, 2001.  However, on a same-practice basis, PPM net revenue
increased 5 percent due to increases in patient volumes and
pharmaceutical utilization.  Pharmaceutical sales to physicians
rose as a result of the addition of a new pharmacy management
contract in the first quarter of 2001 and increased drug
utilization by the physicians serviced under these contracts,
but were tempered by the termination of two pharmaceutical sales
agreements effective July 1, 2000.

Operating and general expenses (excluding pharmaceuticals and
supplies) for the first quarter of 2001 were down 12 percent, or
$1.2 million, compared with the first quarter of 2000.  This
decrease is due to the closure of IMPACT Centers, the
termination of certain PPM service agreements, and reductions in
corporate staffing, tempered by increases for professional
services, principally legal and consulting fees, related to the
Company's restructuring efforts and bankruptcy filings.
Pharmaceuticals and supplies expense decreased 5 percent, or
$1.3 million.  This decrease was due to the termination of the
aforementioned pharmacy management agreements as well as a
decrease in patient volumes in the IMPACT Centers.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) declined 87 percent from $1.5 million for the quarter
ended March 31, 2000 to $0.2 million for the quarter ended March
31, 2001.  The Company's net loss was ($1.2) million, or ($0.09)
per diluted share (before the effect of a cumulative change in
accounting principle of $0.1 million, or ($0.01), per diluted
share), compared with a net loss of ($0.3) million, or ($0.02)
per diluted share, for the first quarter of 2000.

As previously announced, the Company and its wholly owned
subsidiaries filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code in the United States
District Court for the Western District of Tennessee on March
29, 2001.  The Company is currently developing a reorganization
plan to restructure its obligations and operations.  The
Company's financial statement auditors have included an
explanatory paragraph to their opinion dated March 30, 2001, on
the December 31, 2000 financial statements, stating that the
bankruptcy filing and related matters raise substantial doubt
about the Company's ability to continue as a going concern.
There can be no assurance that any reorganization plan that is
effected will be successful.

Response Oncology, Inc. is a comprehensive cancer management
company.  The Company provides advanced cancer treatment
services through outpatient facilities known as IMPACT(R)
Centers under the direction of practicing oncologists; owns the
assets of and manages the nonmedical aspects of oncology
practices; compounds and dispenses pharmaceuticals to certain
medical oncology practices for a fee; and conducts clinical
research on behalf of pharmaceutical manufacturers.
Approximately 260 medical oncologists are associated with the
Company through these programs.

SL INDUSTRIES: Board Opts To Suspend Regular Cash Dividend
SL Industries Inc. (NYSE:SL)(PHLX:SL) announced that its board
of directors has voted to suspend the company's regular semi-
annual cash dividend, which would have been payable in June

As previously announced, the company is presently not in
compliance with certain financial covenants in its credit
facility. As a result, the company is precluded from, among
other things, paying cash dividends to its shareholders.
Notwithstanding this, the board's determination to suspend the
cash dividend was based primarily on the current economic
outlook and the company's need to conserve its working capital
for operating purposes at the present time.

Owen Farren, president and chief executive officer of SL
Industries, said: "As we announced previously, weak economic
conditions in the telecommunications and semiconductor markets
have had an adverse effect on the company's operating results
and liquidity, and in all likelihood will continue to have a
significant adverse effect for the rest of the calendar year due
to lower revenues combined with existing fixed costs.

"We already have announced a number of measures to lower costs.
The board of directors believes that the suspension of the semi-
annual dividend is an appropriate measure that will assist the
company in its continuing efforts to manage working capital."
SL Industries last paid a semi-annual cash dividend of 5 cents
per share of its common stock on Nov. 22, 2000.

                     About SL Industries

SL Industries Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace and consumer applications. For more
information about SL Industries Inc. and its products, visit the
company's Web site at

SMARTCARDESOLUTIONS.COM: Creditor Moves To Enforce Security
Pursuant to a General Security Agreement dated August 13, 1997, Inc., a wholly owned subsidiary of Ltd., has been served a Notice of
Intention To Enforce Security by a company related to Jamscor, a
large shareholder of the Company. The total amount of the
principal indebtedness as of May 15, 2001, owing by the Company,
as secured by the security is CDN $ 6,808,999.35. The Notice has
indicated that the secured creditor has the right to enforce the
security after 10 days from the date that the notice was sent.

STAGE STORES: Files Second Amended Plan of Reorganization
Stage Stores Inc. (OTCBB:SGEEQ) and its wholly-owned
subsidiaries, Specialty Retailers Inc. and Specialty Retailers
Inc. NV, announced that their Second Amended Plan of
Reorganization and Disclosure Statement in Support of Second
Amended Plan of Reorganization was filed on May 21, 2001 with
the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division. The companies expect that the Bankruptcy Court
will rule on the approval of the Disclosure Statement next week.

If approval is received from the Bankruptcy Court, the companies
will commence with the solicitation of votes from creditors for
approval of the Second Amended Plan, and hope to conduct a
hearing on confirmation of the Second Amended Plan on July 10,

Under the terms of the proposed Second Amended Plan, the type
and amount of distributions that each creditor receives will
depend upon the class in which the claim is placed. The proposed
Second Amended Plan generally provides for issuance of a new
class of common stock in a reorganized company and cash
payments, totaling approximately $18 million, in full settlement
of pre-petition claims. The proposed Second Amended Plan, as
filed, does not provide for any distribution to the holders of
the Company's Common Stock or to the holders of the Company's
Class B Common Stock. Further, the proposed Second Amended Plan
calls for the cancellation of the currently outstanding Common
Stock and Class B Common Stock upon confirmation of the Second
Amended Plan.

Stage Stores Inc. brings nationally recognized brand name
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the south
central United States. The Company currently operates stores
under the Stage, Bealls and Palais Royal names.

TELIGENT INC.: Obtains Court Nod For Employee Retention Program
Teligent Inc. announced that it received court approval to
implement an employee retention and severance program that it
deems critical to its reorganization process, according to Dow
Jones. The U.S. Bankruptcy Court in Manhattan approved the
motion, which allows Teligent to reward employees for staying on
during reorganization, at a hearing on Monday. The program, made
up of two parts, will cost about $9 million for one year. The
first part is the stay bonus plan to entice employees to stay
with the company through the year. The other part is the
severance program, which promises employees compensation if the
Vienna, Va.-based company has to lay them off.

Teligent also received interim approval to use $36.7 million in
cash collateral to meet payroll and maintain its business
operations. A final hearing is set for June 13 and objections
are due on June 6. (ABI World, May 23, 2001)

V3 SEMICONDUCTOR: Files For Chapter 11 To Facilitate Sale
V3 Semiconductor Inc. has filed for protection under Chapter 11
of the U.S. Bankruptcy Laws in the United States Bankruptcy
Court for the Northern District of California.

The filing is a requirement under V3's previously announced
agreement to sell its assets and business to QuickLogic
Corporation in exchange for QuickLogic stock.

Pending approval of the bankruptcy court and other required
notice periods, V3 intends to close the sale to QuickLogic
within 60-90 days.

                  About V3 Semiconductor

V3 Semiconductor Inc. (NASDAQ: VVVI), the Embedded Intelligence
Company, designs, develops and markets semiconductor silicon
solutions. V3's mission is to create high-performance
interconnect and controller solutions that enable our customers
to build the next-generation networking and Internet
infrastructure. V3 targets leading manufacturers of
communications network infrastructure equipment, network edge
connectivity devices, Internet appliances, set top boxes,
residential gateways, mass-storage sub-systems and industrial
embedded computers. V3 enables its customers to develop systems
faster than ever before, by providing rapid time-to-market
solutions comprised of high-performance silicon, supporting
software, evaluation platforms, reference designs and
applications support. V3's products include highly integrated
system controllers, bridge controllers and memory controllers
that deliver high throughput through efficient bus management
between processor, memory and I/O sub-systems. V3's sales
channel includes a direct sales force, manufacturers'
representatives and electronics distributors worldwide

V3 SEMICONDUCTORS: Chapter 11 Case Summary
Debtor: V3 Semiconductors, Inc.
         dba V3 Incorporated
         250 Consumer Rd. #901
         Santa Clara, CA 95051

Chapter 11 Petition Date: May 22, 2001

Court: Northern District of California

Bankruptcy Case No.: 01-52615

Debtor's Counsel: John Walshe Murray, Esq.
                   Law Offices of Murray and Murray
                   19330 Stevens Creek Blvd. #100
                   Cupertino, CA 95014-2526

VALLEY MEDIA: Receives Nasdaq's Delisting Notice
Valley Media, Inc. (Nasdaq:VMIX) stated it received a Nasdaq
Staff Determination on May 17, 2001 that the Company fails to
comply with the minimum market value of public float requirement
for continued listing set forth in Marketplace Rule 4450(a)(2),
and that its securities are, therefore, subject to delisting
from The Nasdaq National Market. Further, on March 26, 2001, the
Company received notification from Nasdaq that it fails to meet
the minimum bid price requirement for continued listing also set
forth in Marketplace Rule 4450(a)(5) and that the Company has
until June 25, 2001 to comply with this requirement.

Valley Media has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination
concerning the minimum market value of public float requirement.
According to Nasdaq procedures, the hearing date will be set, to
the extent practicable, within 45 days of the request, and the
Company's stock will continue to trade on The Nasdaq National
Market pending the Panel's decision. There can be no assurance
that the Panel will grant the Company's request for continued
listing or that the Company will be able to timely comply with
the various maintenance requirements for continued listing. The
inability to maintain listing of the Company's stock on the
Nasdaq National Market would likely adversely affect the ability
or willingness of investors to purchase the Company's stock. In
addition, the market liquidity of the Company's securities would
likely be severely affected.

                  About Valley Media, Inc.

Valley Media, Inc. is a distributor of music, video and DVD
product, offering Full-line Distribution, Independent
Distribution and New Media fulfillment services for e-commerce,
in addition to publications and proprietary database products.
Valley Media operates facilities in seven states with primary
distribution facilities in Louisville, KY, and Woodland, CA,
where its corporate headquarters are located. Additional
information about Valley Media is available at http//www.valley-

VENCOR INC.: Seeks To Clarify Record Date For Distributions
The reorganized debtors, Vencor, Inc. (now known as Kindred
Healthcare, Inc.), seek the Court's determination as to the
record holders of claims for purposes of distribution pursuant
to the Plan, in order to avoid the costs associated with
possible litigation and the potential liability exposure to
multiple claimants for distributions made in good faith.

The Debtors told the Court that approximately 8,600 proofs of
claim and interest have been filed in the Vencor chapter 11
case. Various entities apparently have purchased thousands of
claims from holders of claims against the Debtors' estates.

Certain of the Claims Purchasers have raised questions regarding
the validity of transfers, entered into around the record date.
The Debtors have also received several informal inquiries from
transferees of claims regarding the Debtors' willingness to
recognize the Late Transfers as valid transfers. There are also
claimants who have filed withdrawals of Notices after the Record
Date (the Late Withdrawals). The Debtors would prefer to resolve
these inquiries prior to the time such distributions are due to
be made, to the extent possible.

Therefore, the Debtors believe that an Order of the Court
confirming and further clarifying the Record Date for claims
transfers is the most efficient and cost effective way to
resolve the current inquiries and to avoid further inquiries or
potential litigation.

The Debtors take the position that distributions under the Plan
should only be made to holders of claims against the Debtors as
of the Record Date, which is March 19, 2001 under the Plan and
Confirmation Order. The Debtors further asserted that, under
Bankruptcy Rule 3001, the Late Transfers were not effective
prior to the Record Date, and that, under the Bankruptcy Rules,
the Debtors are not required to acknowledge any transfers for
which a notice of transfer was filed with the Court and the 20
day objection period had run without an objection or for which
an objection had been resolved by order of the Court on or prior
to March 19, 2001. Inasmuch as the withdrawal of any Notice
effectively transfers ownership of a claim, the Debtors indicate
their position that the late withdrawals should not be
recognized and that distributions be made only to holders of
claims against the Debtors as of the Record Date.

The Debtors cited Bankruptcy Rule 3001(e)(2) as follows:

      "If a claim other than one based on a publicly traded note,
bond, or debenture has been transferred other than for security
after the proof of claim has been filed, evidence of the
transfer shall be filed by the transferee. The clerk shall
immediately notify the alleged transferor by mail of the filing
of the evidence of transfer and that objection thereto, if any,
must be filed within 20 days of the mailing of the notice or
within any additional time allowed by the court. If the alleged
transferor files a timely objection and the court finds, after
notice and a hearing, that the claim has been transferred other
than for security, it shall enter an order substituting the
transferee for the transferor. If a timely objection is not
filed by the alleged transferor, the transferee shall be
substituted for the transferor.

Thus, Bankruptcy Rule 3001(e)(2) provides that the transferee is
substituted for the transferor only in the absence of a timely
objection to the transfer.

Several of the Notices have been filed within twenty days of the
Record Date (the Late Transfers). Certain of the Claims
Purchasers have argued that because the transferor of the claims
have waived their right to object to the transfer, the 20-day
rule should not apply.

The Debtors asserted that, pursuant to Bankruptcy Rule 3001, the
Late Transfers were not effective until after the Record Date
and thus, the Debtors are required to recognize only the
original claim holder of such claims. The Debtors believe they
should not be obligated to make distributions on any such
ineffective transfer and risk the possibility of having to make
multiple payments for the same claim.

The Debtors also made it a point that they are not required to
file an objection to invalidate such transfers, given that
Bankruptcy Rule 3001 does not set forth a mechanism for Debtors
to object to the Late Transfers.

Moreover, the Debtors made it clear that nothing contained in
the motion should be construed as an admission of the validity
of any claim filed against the Debtors' estates and the Debtors
reserve all rights with respect to any such claim.

Based on section 105 of the Bankruptcy Code, and Rules 3001 and
3021 of the Bankruptcy Rules, and the provision in the Plan and
Confirmation Order, the Debtors seek an order from the Court
confirming the record date holders for purposes of claims
distributions pursuant to the Fourth Amended Joint Plan Of
Reorganization Of Vencor, Inc. (Vencor Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)

W.R. GRACE: Asbestos Claimants Ask To Retain Legal Analysis
John Russell and Marla Riskin, acting for the Asbestos Personal
Injury Claimants Committee in W. R. Grace & Co.'s chapter 11
cases, asked Judge Farnan to authorize their retention of Legal
Analysis Systems, Inc., as the asbestos-related bodily injury
consultant to the Committee. Mark A. Peterson, of LAS, averred
that LAS is a "disinterested person within the meaning of the
Bankruptcy Code and holds no interest adverse to the Debtors or
their estates in the matters for which LAS is to be employed,
and further states that LAS has no connection to the Debtor, its
creditors, or its related parties. However, LAS will conduct an
ongoing review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise. If any new facts or
relationships are discovered, LAS will supplement its disclosure
to the Court.

LAS provides expert services regarding the indemnification and
treatment of asbestos bodily injury claimants. The services LAS
will perform for the Committee include:

      (a) Estimation of the number and value of present and
future asbestos personal injury claims;

      (b) Development of claims procedures to be used in the
development of financial models of payments and assets of a
claims resolution trust;

      (c) Analyzing and responding to issues relating to the
setting of a bar date regarding the filing of personal injury
claims; and

      (d) Analyzing and responding to issues relating to
providing notice to personal injury claimants and assisting in
the development of the notice procedures.

LAS will be compensated on an hourly basis to be paid by the
Debtor. The applicable current hourly rates are:

          Mark A. Peterson                   $425
          Daniel Relles, statistician        $290
          Patricia Ebener, data collection   $200

The Committee suggested to Judge Farnan that the compensation
arrangement and schedule of fees provided by LAS is consistent
with and typical of the arrangements entered into by LAS and
other asbestos bodily injury consultants regarding the provision
of similar services for clients such as the Debtor. (W.R. Grace
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BOOK REVIEW: TAKING CHARGE: Management Guide to Troubled
              Companies and Turnarounds
Author:     John O. Whitney
Publisher:  Beard Books
Softcover:  283 Pages
List Price: $ 34.95
Review by:  Susan Pannell
Order your copy today at

Remember when Lee Iacocca was practically a national hero? He
won celebrity status by taking charge at a company so
universally known as troubled that humor columnists joked their
kids grew up thinking the corporate name was "Ayling Chrysler."
Whatever else Iococca may have been, he was a leader, and
leadership is crucial to a successful turnaround, maintains the

Mediagenic names merit only passing references in Whitney's
book, however. The author's own considerable experience as a
turnaround pro has given him more than sufficient perspective
and acumen to guide managers through successful turnarounds
without resorting to name-dropping. While Whitney states that he
"share[s] no personal war stories" in this book it was
nonetheless, written from inside the "shoes, skin, and skull of
a turnaround leader." That sense of immediacy, the urgency and
intensity make Taking Charge compelling reading even for the
executive who feels he or she has already mastered the
literature of turnarounds.

Whitney divides the work into two parts, Part I is succinctly
entitled "Survival," and sets out the rules for taking charge
within the crucial 120 days. "The leader rarely succeeds who is
not clearly in charge by the end of his fourth month," Whitney
notes. Cash budgeting, the mainstay of a successful turnaround,
is given attention in almost every chapter. Woe to the
inexperienced manager who views account receivable management as
"an arcane activity 'handled over accounting'" Whitney sets out
50 questions concerning AR that the leader must deal with-not
academic exercises, but requirements for survival.

Other internal sources for cash, including judiciously managed
accounts payable and inventory, asset restructuring, and expense
cuts, are discussed. External sources of cash, among them banks,
asset leaders, and venture capital funds; factoring receivables;
and the use of trust receipts and field warehousing, are handled
in detail. Although cash, cash, and more cash is the drumbeat of
Part I, Whitney does not slight other subjects requiring
attention. Two chapters, for example, help the turnaround
manager assess how the company got into the mess in the first
place, and develop strategies for getting out of it.

The critical subject of cash continues to resonate throughout
Part II, "Profit and Growth," although here the turnaround
leader consolidates his gain and looks ahead as the turnaround
matures. New financial, new organizational, and new marketing
arrangements are laid out in detail. Whitney also provides a
checklist for the leader to use in brainstorming strategic
options for the future.

Whitney's underlying theme-that a successful business requires
personal leadership as well as bricks and mortar, money and
machinery-is summed up in a concluding chapter that analyzes the
qualities that make a leader. His advice is as relevant in this
1999 reprint edition as it was in 1987 when first published.


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

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

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

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


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

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

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

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

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

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