TCR_Public/010529.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 29, 2001, Vol. 5, No. 104

                            Headlines


ANKER COAL: Reports First Quarter 2001 Results
ASSISTED LIVING: May Restructure Debt Under Bankruptcy
BRIDGE INFORMATION: Seeks To Extend Exclusive Period To Oct. 12
BULL RUN: Lenders Agree To Waive Debt Covenant Defaults
CAIS INTERNET: Shares Subject To Delisting From Nasdaq

CLASSIC CABLE: Moody's Cuts Senior Note Rating To Ca From Caa1
COVAD COMMUNICATIONS: Posts Steep Losses In Q4 And FY 2000
EAGLE FOOD: Nasdaq Allows Temporary Trading of Shares
ECHOSTAR: Moody's Rates Proposed Convertible Sub Notes At Caa1
EDWARDS THEATRES: Files Plan of Reorganization

EINSTEIN/NOAH: New World Affiliate Submits $151MM Bid for Assets
eMACHINES: Shares Move to OTCBB After Nasdaq's Delisting
ENHERENT CORP.: Nasdaq Intends To Delist Securities On May 30
FINOVA GROUP: GE Capital Extends $7 Billion For Restructuring
FIRSTPLUS FINANCIAL: Tadd Maltby Reports 5.74% Equity Stake

FOSTER WHEELER: Commences Exchange Offer for Convertible Notes
FRANK'S NURSERY: Discloses First Quarter Sales Performance
FRUIT OF THE LOOM: Initiates & Settles Lawsuit Against Warnaco
GENESIS HEALTH: Settles SCA Hygiene's Claims
HARNISCHFEGER: Equity Committee's Voodoo Valuation Rejected

HARNISCHFEGER: New Equity Begins Trading on "When Issued" Basis
INSILCO HOLDING: Posts Weak First Quarter 2001 Results
INTEGRATED HEALTH: Agrees To Pay Buchanan's Claim Immediately
JPM COMPANY: Shares Trading On the OTCBB After Nasdaq Delisting
KMC TELECOM: Ratings Still on Watch With Negative Implications

LOEWEN GROUP: Wants To Reject CMC's Collection Agreement
MARKETING SPECIALISTS: Files for Chapter 11 Protection
MOSSIMO INC.: Inks Employment Agreement With Mossimo Giannulli
NETRADIO CORP.: Nasdaq Permits Conditional Listing of Shares
NETSOL INTERNATIONAL: Shareholders Propose To Add Board Members

OWENS CORNING: Jefferson Asbestos-Tobacco Linkage Suit Dismissed
PACIFIC GAS: Terminates Berry Petroleum Power Purchase Contracts
PACIFIC GAS: Issues Checks to Various Customers and Vendors
SERVICE MERCHANDISE: Sales Decline & Losses Escalate
SINGING MACHINE: CEO Edward Steele Owns 14% Of Stock

SINGING MACHINE: CFO John Klecha Discloses 9.5% Equity Stake
UNITED SHIPPING: Obtains Waivers of Debt Covenant Defaults
VENCOR INC.: Opts To Assume Hyperbaric Management's Contract
W.R. GRACE: Asbestos Claimants Retain Tersigni As Accountant
WEBLINK WIRELESS: Files Chapter 11 Petition in N.D. Texas

WEBLINK WIRELESS: Chapter 11 Case Summary
WHX CORPORATION: Stockholders To Meet On July 9 In Wilmington

BOND PRICING: For the week of May 29 - June 1, 2001

                            *********

ANKER COAL: Reports First Quarter 2001 Results
----------------------------------------------
Anker Coal Group, Inc. reported adjusted EBITDA of $4.5 million
for the quarter ended March 31, 2001, a decrease of 33% from
adjusted EBITDA of $6.7 million in the same period of 2000.
Bruce Sparks, President of the Company, said that "while the
results for the first quarter were disappointing when compared
to the prior period, they were in line with the Company's plan
for 2001." Mr. Sparks stated that "EBITDA declined primarily due
to lower production and sale of company-produced coal from our
Barbour and Upshur County operations." He added that "as we
complete the development work in the Upper Kittanning seam in
our Barbour County mine and move out of areas with difficult
geologic conditions in our Upshur County mines, our total
production will begin to rise."

The cost per ton of operations and selling expenses was $25.72
in the first quarter of 2001 compared to $24.39 in the same
period of 2000. This increase resulted primarily from lower
clean coal recovery caused by adverse geologic conditions at our
Upshur County operations.  The Company also reported revenues of
$52.6 million for the first quarter of 2001, a decrease of 9.0%
from revenues of $57.8 million in the same period of 2000. The
decrease in revenues was primarily attributable to lower sales
volume of company-produced coal despite slightly higher sales
prices per ton. This decline in revenues was partially offset by
slight increases in revenues from brokered coal operations, ash
disposal services, and shipments of waste coal and blended fuel
from the Monongalia County operations. The increase in revenues
for these services and products resulted from modest
improvements in both volume and pricing.

Gross profit for the first quarter of 2001 totaled $0.4 million,
a decrease of $2.6 million, or 87%, from gross profit of $3.0
million in the first quarter of 2000. Net loss increased $2.9
million from a net loss of $2.2 million in the first quarter of
2000 to a net loss of $5.1 million for the same period in 2001.

Adjusted EBITDA represents earnings before interest, taxes,
depreciation, depletion, amortization, non-cash stock
compensation and non-recurring related expenses, loss on
impairment of investment and restructuring charges, life
insurance proceeds, financial restructuring charges and
extraordinary items. Adjusted EBITDA is not a measure of
financial performance under generally accepted accounting
principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance
with generally accepted accounting principles. Gross profit
represents coal sales and related revenue less cost of
operations, selling expenses, depreciation, depletion and
amortization.


ASSISTED LIVING: May Restructure Debt Under Bankruptcy
------------------------------------------------------
Assisted Living Concepts, Inc. (AMEX:ALF), a national provider
of assisted living services, announced that it has paid $4.7
million of interest due May 1, 2001 on its two series of
convertible subordinated debentures.

The Company had deferred this interest payment, and the holders
of the Debentures would have had the right to declare a default
and accelerate the full repayment of the Debentures, which in
turn would have caused a breach of certain of the Company's
other material obligations, had the Company failed to make this
payment by May 31, 2001. The Company made the interest payment
primarily in reliance upon representations by an unofficial
committee of certain Debenture holders that, after receipt of
the interest payment, the Committee members would negotiate in
good faith in an attempt to arrive at a mutually agreeable
restructuring of the Debenture debt.

The Company also has entered into a confidentiality agreement
and agreement to restrict trading of securities with the
Committee, the holders of 64% of the outstanding principal
amount of the Debentures. A total of approximately $162 million
aggregate principal amount of Debentures is outstanding, with
maturities of November 1, 2002 and May 1, 2003. The Company
believes that the Confidentiality Agreement will facilitate
negotiations with the Debenture holders concerning a
restructuring of the Debentures.

If the Company reaches an agreement with Debenture holders, it
is anticipated that the restructuring would be implemented
through a prenegotiated plan of reorganization under Chapter 11
of the U.S. Bankruptcy Code.

The Company drew $3 million under its line of credit with Heller
Healthcare Finance, Inc. to fund a portion of the interest
payment to the Debenture holders. The Company is continuing its
negotiations with Heller to modify its line of credit.


BRIDGE INFORMATION: Seeks To Extend Exclusive Period To Oct. 12
---------------------------------------------------------------
Bridge Information Systems, Inc. anticipates that it will be in
a position, after closing on various asset sale transactions, to
propose a plan of reorganization this summer. By Motion, the
Debtors asked Judge McDonald for an extension of their exclusive
period during which to file the plan through October 12, 2001,
and asked for a concomitant extension of their exclusive period
during which to solicit acceptances of that plan through
December 11, 2001, all without prejudice to their right to seek
further extensions of these exclusive periods.

Thomas J. Moloney, Esq., at Cleary, Gottlieb, Steen & Hamilton,
told Judge McDonald that Debtors anticipate filing a plan well
in advance of October 12, 2001. "However," Mr. Moloney said,
"certain factors related to the Debtors' ongoing assets sales
may result in higher distributions to creditors being realized
through a plan filing in August 2001 or September 2001. To that
end plan and disclosure statement preparations have already
commenced," Mr. Moloney added.

In this case, Bridge said, the Debtors require an extension of
the Exclusive Period in order to formulate a comprehensive
strategy and liquidation process upon which the Debtors can
formulate a plan. During the initial months following the
Petition Date, the Debtors' management has focused a substantial
amount of effort on mitigating the disruption associated with
the filing of these Chapter 11 cases. The stabilization of the
Debtors' operations is an essential prerequisite to the long
range planning that the Debtors must perform in order to
formulate a feasible plan. Some of the more critical issues that
the Debtors' management has focused on during these initial
months following the Petition Date include the following:

      (a) Vendor Relations. The Debtors are working diligently to
          maintain and to enhance the confidence of their
          vendors. These relationships are critical in order for
          the Debtors to formulate a plan. This process involves
          substantial efforts and personalized attention.

      (b) Employee Relations. The Debtors continue to work to
          maintain employee confidence and employee morale.

      (c) Asset Sales. The Debtors have spent a significant
          amount of time and effort in the sales process
          culminating in the Reuters Transaction.

      (d) Chapter 11. The Chapter 11 process itself requires a
          significant amount of the Debtors' time and efforts.

In developing their strategy, the Debtors intend to sell their
businesses. Until the Debtors have completed substantial
portions of this process, no one will be capable of proposing,
in good faith, a Chapter 11 plan that offers the best outcome
for all creditors and parties-in-interest in these Chapter 11
cases. (Bridge Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BULL RUN: Lenders Agree To Waive Debt Covenant Defaults
-------------------------------------------------------
Bull Run Corporation (Nasdaq: BULL) announced that its bank
lenders have agreed to waive all existing events of default
under Bull Run's bank credit facility. The waiver is effective
through June 15, 2001. Bull Run and its lenders are currently
discussing terms of an amendment to the bank credit facility
that is also expected to extend the facility's maturity date.
The Company expects to reach an agreement on the amendment
within the period of the waiver.

The Company said that the restatement of its financial
statements reflecting a decrease in certain assets and a change
in historical operating results constituted an event of default
under Bull Run's credit facility. The Company discovered
material errors in the accounting for and reporting of certain
assets and liabilities of Universal Sports America, Inc., a
company acquired by Bull Run in December 1999. These errors
related to Universal's Affinity Events business segment in
financial statements issued by Universal prior to, and financial
information provided subsequent to, Universal's acquisition by
Bull Run.


CAIS INTERNET: Shares Subject To Delisting From Nasdaq
------------------------------------------------------
CAIS Internet, Inc. (Nasdaq:CAIS) announced that the Nasdaq
stock market has informed the Company that the Company's common
stock will be subject to delisting, pending the outcome of a
hearing described below.

This action was necessitated by a Nasdaq staff determination
received on May 17, 2001 that the Company is not in compliance
with the net tangible assets, market capitalization, market
value of public float and bid price requirements for continued
listing, as set forth in Nasdaq's Marketplace Rules.

As permitted by Nasdaq, however, the Company will request a
hearing before a Nasdaq Listing Qualifications Panel to review
the Staff Determination. There can be no assurances the Panel
will grant the Company's request for continued listing. The
Company's stock will continue to be listed on Nasdaq pending a
final decision.

The Company indicated that, considering market realities, this
is not unexpected. The Company also emphasized that it continues
to execute its plan to refocus on its strong ISP business,
dramatically reducing costs and improving its balance sheet, all
key actions in turning around the Company and improving
shareholder value.

CAIS Internet, Inc. (Nasdaq:CAIS) is a nationwide supplier of
broadband Internet access solutions and provides price
competitive high speed Internet services to businesses in 29
Points of Presence (serving 38 metro areas) across the nation
utilizing a tier-one, nationwide Internet network and several
proprietary technologies.

The Company offers always-on, broadband Internet access to its
customers through its digital subscriber line service,
"HyperDSL," and through T-1, DS-3 and other bandwidth
connections in major metropolitan areas throughout the U.S.
Additionally, the Company provides bundled data services
including Web hosting, co-location services and other value
added managed data services.

Finally, the Company also provides service to certain hotel
properties utilizing installed high speed Internet service and
business centers. The Company uses its unmanned business centers
and Internet kiosks to deliver broadband Internet access and
content to public venues, such as airports, retail centers, and
cruise ships.

CAIS Internet is headquartered in Washington, DC and operates a
Cisco-powered, coast-to-coast OC-12 clear-channel Internet and
ATM Network, and peers with public and private partners, and at
national exchange points.


CLASSIC CABLE: Moody's Cuts Senior Note Rating To Ca From Caa1
--------------------------------------------------------------
Moody's Investors Service lowered the debt rating for an
aggregate $375 million of senior subordinated notes of Classic
Cable, Inc. to Ca from Caa1. The company's senior implied and
senior unsecured issuer ratings are rated at Caa2 and Caa3,
respectively. The rating outlook is negative while approximately
$375 million of debt securities are affected.

Moody's related that the ratings action considers the company's
weaker than expected operating performance during recent periods
as evidenced by continued subscriber erosion and little
perceived ability to combat the negative trend. Also, Moody's
stated that the company's liquidity shortfall, which primarily
stems from its weak operating performance and subsequent non-
compliance with certain financial maintenance covenants under
its bank credit agreement, has not been cured. The success of
planned capital-raising initiatives, which should have been
accomplished by now, has also become more remote over the last
few months, and is likely to diminish further as the company's
credit profile continues to erode, said Moody's.

Accordingly, the negative outlook continues to reflect the
rating agency's anticipation that operating performance will
remain weak, liquidity will be tight, and the doubtful long-
standing viability of the company under its existing
capitalization.

Classic Cable, based in a Tyler, Texas, is a domestic multiple
cable system operator with about 375,000 subscribers.


COVAD COMMUNICATIONS: Posts Steep Losses In Q4 And FY 2000
----------------------------------------------------------
Covad Communications Group, Inc. (Nasdaq:COVDE) announced
financial results for the fourth quarter and year ended
December 31, 2000.

Revenue for the quarter ended December 31, 2000 was $55.2
million, representing a 40 percent increase over revenue of
$39.5 million for the quarter ended September 30, 2000. Loss
from operations for the quarter ended December 31, 2000 was
$854.1 million. Contributing to this loss for the quarter were
restructuring charges of $5.0 million and $589.4 million of non-
cash charges for adjustments to the recorded value of long-lived
assets to reflect their fair value. Excluding these items, loss
from operations for the fourth quarter was $259.7 million. Net
loss for the fourth quarter was $907.5 million.

Revenue for the year ended December 31, 2000 was $158.7 million
compared with $66.5 million for the year ended December 31,
1999, an increase of over 138 percent. In determining total
revenue for 2000, Covad did not recognize $40.0 million of
revenue billed to Internet service providers (ISPs) that could
not provide reasonable assurance of timely payment of amounts
owed. In addition, revenue for 2000 includes a reduction of
$22.4 million because of the change in accounting principle
prescribed by SAB 101.

The loss from operations for the year ended December 31, 2000
increased to $1.35 billion from a loss of $171.6 million for the
year ended December 31, 1999. This loss includes the
restructuring charges and adjustments to the recorded value of
long-lived assets described above and the write-off of in-
process research and development. Excluding these items, net
loss from operations would have been $756.1 million. Net loss
for the year was $1.44 billion.

Covad's subscriber lines increased 381 percent to 274,000 lines,
compared with 57,000 lines at December 31, 1999. This represents
a 33 percent increase from Covad's subscriber base of 205,000 on
September 30, 2000. During the year Covad expanded its network
by adding 700 central offices, increasing its footprint by
approximately 40 percent to 1,800 collocations passing over 40
million homes and businesses in the United States.

"The focus in 2000 was on fast growth and maintaining a
leadership position," said Chuck McMinn, chairman of Covad. "Our
focus for 2001 is on transforming our business in an efficient
and cost-conscious manner to move us forward on the quickest
path to profitability. We will continue to load the network with
new subscribers and provide new value-added services, which we
believe are the most efficient ways to get us to profitability."

             Highlights during the year included:

      * Signing a six year $600 million resale agreement and
        receiving a $150 million investment from SBC

      * Introducing service in 25 new markets, bringing total
        markets served to 53, or 109 Metropolitan Statistical
        Areas implementing line sharing to improve installation
        times for consumers

      * Acquiring LaserLink.net and BlueStar Communications to
        expand our distribution channels

      * Deploying automated loop ordering with most regional bell
        operating companies

      * Introducing the Covad Safety Net program for stranded DSL
        users

During the preparation of its 2000 financial statements, Covad
determined that adjustments to its previously filed unaudited
financial statements for the quarters ended March 31, 2000, June
30, 2000 and September 30, 2000 were necessary. The adjustments
to prior quarters were largely caused by weaknesses in Covad's
internal controls during 2000 and the inability of these
internal controls to support Covad's rapid growth, changes in
management and finance personnel, significant acquisitions and
restructuring activities.

As a result of these adjustments, and prior to the application
of SAB 101, revenue for the first three quarters of 2000 was
reduced from $156.3 million to $128.3 million to account for the
timing of credits owed to customers and treatment of market
development fund (MDF) payments and customer and vendor rebates.
Network and product costs and sales, marketing, general and
administrative expenses for the first three quarters increased
by $33.8 million. This is a result of the reclassification of
spending for MDF, the reclassification of previously capitalized
internal labor costs to direct operating expenses and
adjustments to previously recorded other operating and general
and administrative expenses.

"We simply had to take the time to review all the items that
impacted our business last year," continued McMinn. "We bought
two companies, our line count grew by 381 percent and our
revenue increased by 139 percent. We also saw tremendous market
changes that affected our distribution channels. The root cause
of our delay in filing our Form 10-K was that certain internal
controls were unable to fully support this unexpected
combination of events. Our decision to restructure the business
and the time required to determine our non-cash adjustments to
the recorded value of our assets further complicated this
process. As a result, the preparation of our year-end financial
statements and the completion of our audit were more complicated
than we anticipated. We needed the additional time to complete
the job with the highest degree of accuracy and level of
confidence in our financial results and the accounting methods
that supported the preparation of these financial statements.

"We apologize for the delay, but the in-depth review has allowed
us to implement many positive changes within the company that
should greatly improve our internal controls and efficiencies
both operationally and administratively. We believe that we have
accurately reflected our financial results for 2000 and are
implementing the appropriate improvements to our internal
controls to further grow our business," McMinn said.

Covad's financial statements include a "going concern" opinion
from its auditors.

"We believe we can raise the additional cash necessary to see
the company to free cash flow positive in a timely manner even
if the public markets are closed to us," said McMinn. "We are
already exploring alternative sources of these funds. We believe
we have sufficient cash to fund our operations into the second
quarter of 2002, an improvement from prior estimates resulting
from our continuing cost cutting efforts."

Covad expects the financial results from first quarter 2001 to
show improvement in both revenue and expenses. Improvements in
revenue will be due to increased subscriber lines, a lower
number of lines from distressed ISPs and the migration of lines
through Covad Safety Net. Expenses are expected to improve
because of the company's ongoing cost-cutting efforts, better
overall internal controls, decreased MDF and rigorous procedures
for managing these funds, and the cost efficiencies of line
sharing. Covad expects to announce first quarter results in the
next few weeks.

"We feel that 2000 is behind us and is past history," said
McMinn. "We are looking forward to being able to report Covad's
success story for first quarter 2001 and beyond."

                About Covad Communications

Covad is the leading national broadband services provider of
high-speed Internet and network access utilizing Digital
Subscriber Line (DSL) technology. It offers DSL, IP and dial-up
services through Internet Service Providers, telecommunications
carriers, enterprises, affinity groups, PC OEMs and ASPs to
small and medium-sized businesses and home users. Covad services
are currently available across the United States in 109 of the
top Metropolitan Statistical Areas (MSAs). Covad's network
currently covers more than 40 million homes and business and
reaches approximately 40 to 45 percent of all US homes and
businesses. Corporate headquarters is located at 4250 Burton
Drive, Santa Clara, CA 95054. Telephone: 1-888-GO-COVAD. Web
Site: www.covad.com.


EAGLE FOOD: Nasdaq Allows Temporary Trading of Shares
-----------------------------------------------------
Eagle Food Centers, Inc., (NASDAQ: EGLEC) reported that its
common stock will continue to be listed on The Nasdaq SmallCap
Market under an exception from the minimum bid price
requirement.

While Eagle did not meet this requirement as of February 12,
2001, the Company was granted a temporary exception from this
standard subject to Eagle meeting certain conditions. The
exception will expire on July 3, 2001. To meet these conditions,
the Company will follow the recommendations of the Nasdaq
Listing Qualifications Panel and seek approval from its
shareholders to amend the Certificate of Incorporation to
accomplish a reverse stock split. This proposal will be voted on
at the Annual Shareholders' Meeting on June 27, 2001. In the
event the Company is deemed to have met the terms of the
exception, it will continue to be listed on The Nasdaq SmallCap
Market. For the duration of the exception, the Company's Nasdaq
symbol will be EGLEC.

"The Company is pleased that Nasdaq has granted the Company's
request to continue the listing of Eagle's stock on the Nasdaq
SmallCap Market," said Jeff Little, Eagle's Chief Executive
Officer and President. "We believe the Company will meet all
requirements for the continued listing of its stock on the
Nasdaq SmallCap Market."

Eagle Food Centers, Inc., is a leading regional supermarket
chain headquartered in Milan, Illinois, operating 64 stores in
northern and central Illinois and eastern Iowa under the trade
names of Eagle Country Markets and BOGO'S Food and Deals.


ECHOSTAR: Moody's Rates Proposed Convertible Sub Notes At Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$1 billion convertible subordinated notes due 2008 to be issued
by EchoStar Communications Corporation. Moody's also raised and
confirmed other ratings as follows:

Raised ratings:

      * $1 billion of 4-7/8%convertible subordinated notes due
        2007 to Caa1 from Caa2.

      * $1 billion of 10-3/8% senior unsecured notes due 2007 to
        B1 from B3

Confirmed ratings:

      * B1 rating of the senior unsecured debt including its
        $375 million issue of 9-1/4% notes due 2006

      * B1 rating of $1.625 billion issue of 9-3/8% notes due
        2009

      * Senior implied rating is at B1

      * senior unsecured issuer rating is at B3.

The outlook for all ratings is said to be developing while
approximately $5 billion of debt securities are affected.

According to Moody's, the ratings continue to reflect the
company's high consolidated financial leverage, heavy capital
spending and aggressive subscriber acquisition programs, an
increasingly competitive market environment, and related
expectations of ongoing capital consumption over the near-to-
intermediate term. However, the ratings still garner support
from the company's rapidly growing subscriber base, as well as
the strong asset values and implicit collateral coverage,
related Moody's.

Several uncertainties to the company's business over the ensuing
rating horizon reflect the developing outlook, the rating agency
stated. It is also concerned about the competence of the
company's "self-insurance" practice, as well as the questionable
ability to comply with currently stipulated must-carry
requirements by January 2002, and the possible impact on its
subscriber base if it fails to do so.

EchoStar Communications Corporation is a provider of direct
broadcast satellite television services. The company is
headquartered in Littleton, Colorado.


EDWARDS THEATRES: Files Plan of Reorganization
----------------------------------------------
Edwards Theatres Circuit, Inc. has filed its Disclosure
Statement and Plan of Reorganization in its voluntary Chapter 11
case.

The Company's secured lender group and Official Committee of
Unsecured Creditors have indicated support for the Plan, which
includes a previously announced agreement with The Anschutz
Corporation and OCM Principal Opportunities Fund II, L.P., a
private equity fund managed by Oaktree Capital Management, LLC,
on a significant recapitalization investment in the 59 theatre,
690 screen chain.

The hearing on the adequacy of the Disclosure Statement is
scheduled June 29. Approval of the Disclosure Statement will
allow Edwards to commence the solicitation of votes for approval
of the Plan, which was filed in the Bankruptcy Court in Santa
Ana, California.

"We are pleased to present a plan that has the support of our
secured lenders and our Creditors' Committee," said Chief
Executive Officer W. James Edwards III. "With their support, and
upon approval of the adequacy of our Disclosure Statement next
month, we anticipate the Plan of Reorganization will be
confirmed by mid September. This should allow Edwards to emerge
from Chapter 11 as early as October as a stronger, more
profitable and competitive company with a significantly de-
leveraged balance sheet and significant cash resources to allow
it to continue to prosper and grow."

Edwards' President Stephen Coffey said that the Plan of
Reorganization, upon Court confirmation, lays the groundwork for
a prosperous future for the new reorganized Edwards. "Through
the hard work and dedication of Edwards' employees and advisors,
the Company is well-positioned to meet and exceed the challenges
of the exhibition industry and to continue to provide its guests
with the quality entertainment experience which has long been
the trademark of this organization."

Under the terms of the Plan and accompanying recapitalization
transaction, subject to Bankruptcy Court approval:

      * Holders of the secured claims under the Company's
        existing credit facilities will be paid in full including
        pre- and post-petition interest.

      * Holders of general unsecured claims should be paid
        between 90% to 100% of their allowable claims subject to
        certain conditions, including the total amount of all
        claims and whether they choose payment in notes or cash.

Edwards will assume the licensing agreements between Edwards and
various studios with respect to exhibition of films in Edwards
Theatres and will pay in full the claims of those studios.

In return for its $56 million investment in the Edwards chain,
the Anschutz/Oaktree investment group will receive preferred
stock and 51% of the shares in the reorganized company.

The Edwards family will hold preferred stock and 49% of the
shares in the reorganized company.

A new seven-member Board of Directors, composed of W. James
Edwards III and individuals designated by the Anschutz/Oaktree
investment group and the Edwards family, will assume
responsibilities following Edwards Theatres' emergence from
Chapter 11.

Mr. Coffey noted that the firms of Stutman, Treister & Glatt;
Bryan Cave; and PricewaterhouseCoopers are advising Edwards
Theaters in its restructuring activities.

Edwards Theatres Circuit, Inc. and certain of its affiliates
filed voluntary petitions for reorganization under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court in Santa Ana,
California on August 23, 2000. Headquartered in Newport Beach,
Calif., the Company operates 59 theatres with 690 screens in
Southern California, Idaho and the Houston, Texas area.


EINSTEIN/NOAH: New World Affiliate Submits $151MM Bid for Assets
----------------------------------------------------------------
New World Coffee-Manhattan Bagel, Inc. (Nasdaq: NWCI) announced
that its affiliate company, Einstein Acquisition Corp.,
submitted a bid in the U.S. Bankruptcy Court for the District of
Arizona to purchase the assets of Einstein/Noah Bagel Corp.
("ENBC") for $151 million and the assumption of certain
operating liabilities, up to a maximum of $30 million.

The Einstein Acquisition Corp. bid is up to $8 million higher
than the current offer by ENB Acquisition LLC, an affiliate of
Three Cities Fund III L.P., of $145 million, plus the assumption
of liabilities of up to $23 million, after accounting for a
termination fee of $5 million.

Einstein Acquisition Corp.'s bid was submitted on May 14, 2001,
the deadline set by the Bankruptcy Court for interested parties
to become qualified bidders and to submit competing bids. No
other parties qualified as bidders and no other bids were
submitted.

The competing bids are expected to be reviewed at a hearing of
the Bankruptcy Court. At such a hearing, further higher bids may
be presented by either or both of the qualified bidders in the
form of an auction.

New World and Einstein Acquisition Corp. have received a "highly
confident letter" from a nationally recognized investment
banking firm with respect to the financing necessary to
consummate the Einstein Acquisition Corp. bid for the assets of
ENBC.

This latest development follows a process that began in August
2000, when New World started to acquire certain debentures of
ENBC, which has been operating under Chapter 11 of the Federal
Bankruptcy Code since April 2000. New World and New World-
Greenlight, LLC have acquired in excess of $61 million of the
debentures, making the Company the largest creditor of ENBC.

New World Coffee-Manhattan Bagel, Inc. currently franchises,
licenses or owns stores under its four brands in 26 states and
Washington, D.C. The Company is vertically integrated in bagel
dough manufacturing and coffee roasting, with plants in New
Jersey, California and Connecticut.


eMACHINES: Shares Move to OTCBB After Nasdaq's Delisting
--------------------------------------------------------
eMachines, Inc. (Nasdaq: EEEE), announced that the Company's
securities have been delisted from the Nasdaq National Market,
but will be eligible to trade on the Over-the-Counter (OTC)
Bulletin Board effective with the open of business on May 25,
2001.

The decision by the Nasdaq Listing Qualifications Panel to
delist eMachines' securities was based on the Company's failure
to maintain a minimum bid price of $1.00 per share. eMachines
exercised its right to appeal an earlier Staff determination to
delist the Company's stock and requested a hearing before a
Nasdaq Listing Qualifications Panel, which occurred on May
10, 2001. eMachines expects the move from Nasdaq to the OTC
Bulletin Board to have no impact on its day-to-day operations.

                  About eMachines, Inc.

eMachines, Inc. (Nasdaq: EEEE) is a leading provider of low-
cost, high-value personal computers. Founded in September 1998,
eMachines began selling its low-cost 'eTower(TM)' desktop
computers in November 1998. In June 1999, eMachines sold the
third highest number of PCs through retailers in the United
States, according to leading market research organizations, and
presently holds this number three market share position. Since
inception, eMachines has shipped more than 3.7 million PCs
through leading national and international retailers, catalog
and online merchandisers. Approximately one of every two
eMachines consumers is a first-time PC buyer, based on owner
registrations with eMachines. eMachines' Web site is located at
http://www.e4me.com


ENHERENT CORP.: Nasdaq Intends To Delist Securities On May 30
-------------------------------------------------------------
Enherent Corp. (NASDAQ:ENHT)(www.enherent.com) a leading
provider of scalable IT innovations, received a Nasdaq Staff
Determination on May 23, 2001, indicating that the Company has
failed to comply with the minimum bid price requirement for
continued listing set forth in Marketplace Rule 4450(a)(5).
Therefore, the Company's securities will be delisted from the
Nasdaq National Market at the opening of business on May 30,
2001.

The Company has determined that it will not appeal the Nasdaq
Staff's Determination, and therefore the Company's common stock
will commence trading over-the-counter on the National
Association of Securities Dealers' Electronic Bulletin Board
("OTC BB") effective May 30, 2001.

                       About Enherent

enherent (NASDAQ:ENHT) is a leading provider of scalable IT and
e-business innovations. In partnership with its clients and
through the utilization of its Balanced Development
Methodology(SM), enherent accelerates design, development and
delivery of discrete and seamless end-to-end solutions along
the application development lifecycle. enherent addresses cross-
industry business needs by focusing on the critical disciplines
of project management, business requirements management and e-
business technologies, while leveraging its intellectual capital
to deliver scalable solutions that create value for its clients.
enherent is headquartered in Dallas, Texas. The company has
Solution Centers in Windsor, Connecticut and Barbados. For more
information visit http//www.enherent.com


FINOVA GROUP: GE Capital Extends $7 Billion For Restructuring
-------------------------------------------------------------
GE Capital, the financial services unit of General Electric
Company, announced that it has signed a Letter of Intent with
the creditors of Finova.

In the contemplated transaction, GE Capital and Goldman Sachs
will provide approximately $7 billion of liquidity for Finova's
bankruptcy restructuring. In addition, GE Capital will enter
into a servicing agreement to manage the Finova assets. Other
terms and conditions were not disclosed. GE Capital will work
with Finova's creditors, board of directors, management and
shareholders to move the transaction through the Finova
bankruptcy process.

Denis Nayden, chairman and CEO, GE Capital, said: "This
transaction is designed to take full advantage of GE Capital's
recognized breadth and depth in financial products and services.
Our experience as asset and portfolio managers, together with
our understanding of Finova's business lines, makes GE Capital a
preeminent source to realize the most value from this property."

GE Capital, with assets of more than US$370 billion, is a
global, diversified financial services company grouped into six
key operating segments comprised of 24 businesses. A wholly-
owned subsidiary of General Electric Company, GE Capital, based
in Stamford, Connecticut, provides a variety of consumer
services, such as credit cards and life and auto insurance; mid-
market financing; specialized financing; specialty insurance;
equipment management, and specialized services, to businesses
and individuals in 47 countries around the world. GE is a
diversified services, technology and manufacturing company with
operations worldwide.


FIRSTPLUS FINANCIAL: Tadd Maltby Reports 5.74% Equity Stake
-----------------------------------------------------------
Tadd A. Maltby beneficially owns 2,450,000 shares of the common
stock of FirstPlus Financial Group, Inc. representing 5.74% of
the outstanding common stock of the Company, with sole voting
and dispositive powers.

Mr. Maltby, whose address is: c/o UBS PaineWebber, 1 Tower Lane,
Ste 640, Oakbrook Terrace, IL  60181, made the following May
purchases of the Company stock:

Date    Shares Purchased    price/share                cost
5/11/01   55,000              .11                $  6,226.00
5/11/01   12,500              .12                $  1,540.00
5/11/01   44,500              .13                $  5,927.40
5/11/01   88,000              .14                $ 12,607.48
5/16/01   17,000              .14                $  2,447.40
5/16/01   33,000              .15                $  5,070.35


FOSTER WHEELER: Commences Exchange Offer for Convertible Notes
--------------------------------------------------------------
Foster Wheeler Ltd. proposed to make an offering of $150 million
of its convertible subordinated notes due 2007, which it expects
to close by the end of this month. The initial purchasers
involved in this offering will be granted an option to purchase
additional convertible subordinated notes, which would provide
up to $30 million of additional gross proceeds to Foster
Wheeler. The convertible subordinated notes will be guaranteed
by Foster Wheeler LLC, an indirectly wholly-owned subsidiary of
Foster Wheeler Ltd.

The convertible subordinated notes will be immediately
convertible, at the option of the holders, into Foster Wheeler
Ltd.'s common shares. Foster Wheeler intends to use the net
proceeds of the convertible subordinated notes to pay existing
borrowings under its revolving credit facilities.

Pursuant to a reorganization, the common stock of Foster Wheeler
Corporation (NYSE:FWC) will automatically become common shares
of Foster Wheeler Ltd. on a one-for-one basis. The closing of
the convertible subordinated notes is conditioned upon the
closing of the reorganization.

The offering will be made on a Rule 144A basis to qualified
institutional buyers and otherwise pursuant to exemptions under
the Securities Act of 1933, as amended, and will have certain
registration rights. Foster Wheeler intends to file a
registration statement for the convertible subordinated notes
with the Securities and Exchange Commission within 90 days after
their original issuance.

Foster Wheeler Corporation is a global company offering, through
its subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operations and environmental services. The
Corporation's operations are in Clinton, N.J.


FRANK'S NURSERY: Discloses First Quarter Sales Performance
----------------------------------------------------------
Frank's Nursery & Crafts, Inc. announced that sales for the
first four month quarter, beginning January 29 and ending May
20, were $153.1 million compared with sales of $166.9 million
for the corresponding period last year.

Results for the first quarter of 2001, however, exclude sales
from 44 stores that were closed at the end of last year. Results
for the first quarter of 2001 include sales from 24 additional
stores being currently liquidated and scheduled for closing in
June 2001.

Total sales from the company's 196 stores that will continue to
operate were $143.2 million compared with $137.4 million for the
same period last year, an increase of 4.2%. The company opened
one new store in Richmond, Virginia during this period.

Comparable store sales for the first quarter increased 1.4%. For
the months of April and May, the important first two months of
the spring season, total sales increased 10.5%, while comparable
store sales increased 7.8%.

We are pleased with our current performance, stated Joseph R.
Baczko, the company's Chairman and CEO, "given that the first
two months of this quarter were preoccupied with our Chapter 11
filing made February 19, and immediately thereafter on restoring
vendor shipments to obtain inventory for our spring season.
While the first quarter has proved to be a very competitive and
promotional period, thanks to the continuing support of our many
vendors and the efforts of all of our associates, we are
essentially on plan in terms of our spring merchandise
assortments and inventory levels. We are also pleased that, as a
result of strong sales in the last two months, our working
capital borrowings at the end of the first quarter were down to
approximately $19 million against an existing line of credit of
$100 million."

Frank's Nursery & Crafts, Inc. operates the nation's largest
specialty retail chain in the lawn and garden market. The
company currently operates 196 stores in 15 states with another
24 stores conducting sales in preparation for scheduled closings
during June of 2001. The company voluntarily filed for Chapter
11 protection on February 19, 2001.


FRUIT OF THE LOOM: Initiates & Settles Lawsuit Against Warnaco
--------------------------------------------------------------
Fruit of the Loom commenced an Adversary Proceeding, Adv. Pro.
No. 01-03258, against The Warnaco Group, Inc., in the U.S.
Bankruptcy Court for the District of Delaware. The lawsuit
alleges that Warnaco:

      (1) breached an 11-year-old licensing agreement for
          production and sale of clothing and underwear;

      (2) failed to pay $2.3 million in back royalties; and

      (3) failed to make advertising support payments; and

      (4) failed to maintain and provide accurate financial
          records.

The Warnaco Group, Inc., (NYSE: WAC) disclosed that it had
resolved its differences with Fruit of the Loom, Inc., and that
Fruit of the Loom had voluntarily dismissed a lawsuit filed
against the Company.

As previously reported, on March 29, 2001, Warnaco announced
that as part of its ongoing strategic operating initiatives it
would exit its Fruit of the Loom bra business.

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
mens' and women's sportswear, better dresses, fragrances and
accessories sold under such brands as Warner's(R), Olga(R), Van
Raalte(R), Lejaby(R), Weight Watchers(R), Bodyslimmers, Izka(R),
Chaps by Ralph Lauren(R), Calvin Klein(R) men's, women's and
children's underwear, men's accessories, and men's, women's,
junior women's and children's jeans, Speedo(R)/Authentic
Fitness men's, women's and children's swimwear, sportswear and
swimwear, sportswear and swim accessories, Polo by Ralph
Lauren(R) women's and girls' swimwear, Oscar de la Renta(R),
Anne Cole(R), Cole of California(R) and Catalina(R) swimwear,
A.B.S. by Allen Schwartz(R) women's sportswear and better
dresses and Penhaligon's(R) fragrances and accessories. (Fruit
of the Loom Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENESIS HEALTH: Settles SCA Hygiene's Claims
--------------------------------------------
As reported, the Court has authorized Genesis Health Ventures,
Inc. & The Multicare Companies, Inc. to determine whether a
creditor is a critical vendor and pay the amount of the
prepetition Critical Vendor Claim asserted by the Critical
Vendor.

SCA Hygiene Products claims it is owed $1,187,798.62 as of the
Commencement Date by the GHV Debtors for goods supplied pre-
petition. The Prepetition Claim includes:

      (a) a claim in the amount of $766,497.10, which SCA asserts
is owed for goods shipped prior to the Commencement Date (the
Prepetition Unsecured Claim); and

      (b) a claim in the amount of $421,301.52 (the Reclamation
Claim), which SCA asserts is owed for goods the Debtors
received from June 13 through June 21, 2000;

On June 30, 2000, SCA provided to the Debtors written demand for
reclamation of the Reclamation Goods, pursuant to the U.C.C.
section 2-702 and 11 U.S.C. section 546;

The parties engaged in negotiations. The Debtors determined in
the exercise of their business judgment that SCA is a Critical
Vendor and that it is in the Debtors' best interest to pay a
portion of the Prepetition Claim. Accordingly, the Debtors have
paid to SCA the $766,497.10 in full and final satisfaction of
the Prepetition Unsecured Claim.

To settle and resolve all of the remaining issues relating to
the Reclamation Claim and the Prepetition Claim, the parties
agreed, as set forth in a stipulation and order, that:

      (1) The Debtors may use the Reclamation Goods as they see,
fit, in the ordinary course of their businesses;

      (2) The amount outstanding on credit extended by SCA during
the pendency of the Debtors' chapter 11 cases shall not exceed
$1,800,000.00, or such greater amount as SCA shall in its sole
discretion determine.

      (3) Subject to the credit limit, SCA shall provide payment
terms as follows:

          (a) with respect to deliveries of goods by SCA to the
              Debtors through December 31, 2000, 30-day payment
              terms; and

          (b) with respect to deliveries of goods by SCA to the
              Debtors on or after January 1, 2001 through the
              date on which the Court enters a final order
              confirming a plan of Reorganization for the
              Debtors, 60-day payment terms;

      (4) SCA's obligation to extend the credit terms shall
terminate upon the occurrence of any of the following events:

          (a) the default by the Debtors under the credit terms;

          (b) the Court's approval of a motion to convert the
              Debtors' chapter 11 cases to chapter 7 cases;

          (c) the Court's approval of a motion appointing a
              trustee under section 1104 of the Bankruptcy Code
              in the GHV chapter 11 cases;

          (d) the declaration of a default under the DIP
              Financing Agreement; or

          (e) the entry of a final order by the Court confirming
              a chapter 11 plan of reorganization.

      (5) The Reclamation Claim shall be an allowed
administrative claim in the amount of $421,301.52 and shall be
paid on the earlier of (i) entry of an order confirming a plan
of reorganization or (ii) June 30, 2001 by wire transfer.

      (6) The Bankruptcy Court shall retain jurisdiction to
resolve any disputes between the parties arising with respect to
this Stipulation and Order.

Judge Wizmur has given her stamp of approval. (Genesis/Multicare
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HARNISCHFEGER: Equity Committee's Voodoo Valuation Rejected
-----------------------------------------------------------
Bringing a protracted confirmation process to a close, Judge
Walsh entered his order confirming Harnischfeger Industries,
Inc.'s plan of reorganization and rejecting the voodoo valuation
advanced by the Equity Committee in an attempt to keep their
interests in the money.  Judge Walsh concludes that no evidence
brought before the Court credibly demonstrated that
Harnischfeger's total enterprise value is understated by $600
million or more.

In his Opinion overruling of the Equity Committee's confirmation
objection to confirmation, Judge Walsh summarizes the two-day
evidentiary hearing on the Equity Committee's objection:

The witnesses:

(A) On the side supporting the Plan:

     (1) John Nils Hanson (for the Debtors)

         Hanson is the Chairman, President and Chief Executive
Officer of Harnischfeger. He has an undergraduate degree and
masters degree in chemical engineering from the Massachusetts
Institute of Technology and a Ph.D. in nuclear science and
engineering from Carnegie Mellon University.

Hanson has over fifteen years experience in restructuring
distressed and troubled companies. He joined Joy in 1990 and
became Chief Operating Officer of Harnischfeger at the end of
1994 after the two companies merged. He became CEO of
Harnischfeger in May 1999 shortly before it filed for chapter
11 relief.

     (2) Mark T. Morey (for the Debtors)

         Morey is a principal of the coal consulting practice at
Resource Data International. RDI provides consulting services to
the energy industry. Morey consults for companies involved in
the production, transportation, service and consumption of coal.
He has been involved with the coal industry for over twenty
years. Prior to his engagement at RDI, Morey was employed at
some of the nation's largest coal producers, including a
position as Senior Coordinator of Strategic Studies at CONSOL
Energy (formerly known as Consolidation Coal Company) and Vice
President of Marketing and Development at AMVEST Corporation.

     (3) Timothy R. Coleman (for the Debtors)

         Coleman is a senior partner in the restructuring
department at the Blackstone Group, L.P. Blackstone is a
financial advisory firm and has provided services in over 110
restructuring transactions representing over $ 140 billion in
debt. Coleman has over fifteen years experience in restructuring
and corporate finance. He has a bachelor of arts and an MBA from
the University of Southern California. HII retained Blackstone
and Coleman in the fall of 1999 to assist in the development and
critique of a business plan, business forecast, valuation, debt
capacity analysis and development of a chapter 11 reorganization
plan.

     (4) David R. Hilty (for the Creditors' Committee)

         Hilty is a director of the investment banking firm of
Houlihan, Lokey, Howard & Zukin. Houlihan Lokey has one of the
largest restructuring groups in the country. Hilty has a
bachelor of science in finance from the University of Virginia
and has worked in Houlihan Lokey's financial restructuring
department for the past eight years.

(B) Testifying against the confirmation of the Plan are
     witnesses:

     (1) Seth Schwartz (for the Equity Committee)

         Schwartz is a founding partner of Energy Ventures
Analysis ("EVA"). EVA provides consulting services to the coal
mining and power generation industries. It also engages in
economic engineering studies for private sector energy
companies. Schwartz graduated from Princeton University with a
degree in geological engineering. From June 1999 until October
2000 he acted as President and Chief Executive Officer of a
Western Kentucky coal producer, Centennial Resources, during its
chapter 11 reorganization.

     (2) Seymour Preston, Jr. (for the Equity Committee)

         Preston is a Managing Director at Goldin Associates, a
consulting firm principally engaged in the area of distressed
businesses, bankruptcies and workouts. Preston started in the
industry approximately 30 years ago working with venture capital
investments. He has an undergraduate degree from Princeton
University, a law degree from the New York University School of
Law, and is a designated Chartered Financial Analyst. The Equity
Committee retained Preston and Goldin in June 2000 to assess
Blackstone's valuation of Joy.

In addition to the witnesses, the parties submitted portions of
a number of deposition transcripts and approximately 70
exhibits, including the expert reports of Blackstone, Houlihan
Lokey, Preston and Schwartz, which were admitted into evidence.

The Equity Committee's objection is directed solely to the
valuation of the Joy portion of HII's business. Joy manufactures
and services underground mining equipment. P&H manufactures and
services surface mining equipment. The Equity Committee does not
challenge the valuation of P&H.

Creditor claims against HII and its direct and indirect
subsidiaries, the reference point for purposes of an enterprise
valuation calculation, total $1.63 billion. Thus, for the equity
interest to be "in the money" the enterprise value must exceed
$1.63 billion.

The valuation conclusions offered by the experts are:

           Blackstone:      $1.020 billion
           Houlihan Lokey:  $1.050 billion
           Preston:         $2.040 billion (low)
                            $2.220 billion (high)

The gap between the valuations of the Plan supporters and the
valuation of the Equity Committee is obviously very wide. While
the Debtors' and the Creditors' Committee's valuations suggest
that the shareholders are out of the money by at least $.6
billion, the Equity Committee argues it is approximately $.4
billion in the money. Preston's valuation of HII, at $2.2
billion, is about twice the level of the Blackstone and Houlihan
Lokey valuations.

                    The Court's Findings

The Court finds that Preston's valuation conclusion and his
confirmation hearing testimony are not reasonable. The Court
finds Blackstone's and Houlihan Lokey's valuations more
reasonable and reliable than Preston's valuation.

The Court finds that, unlike the Business Plan, Preston's
valuation is not based on a realistic and supportable approach
to the Debtors' business. Furthermore, Preston does not follow
standard and well-accepted valuation methodologies. Blackstone
and Houlihan Lokey's valuations, on the other hand, are
reasonable and employ standard methodologies.

The Equity Committee's criticism that the Blackstone
representatives assigned to the Debtors' management were not
experts in forecasting the outlook for coal production reflects
to the Court its own shortcoming in focusing on the coal market
in its valuation approach. Debtors' management did not look to
the Blackstone representatives for such expertise, the Court
opined, and the Business Plan was developed on the basis of
examining the market for coal production equipment, not just the
market for coal.

Furthermore, Judge Walsh does not believe that the events in the
energy industry and the political arena support a conclusion
that the long term outlook is for Joy's sales to significantly
improve. Lacking a 'sea change' in long-term coal demand,
Schwartz and the Equity Committee focus on other aspects of the
coal market, but in the Court's view, these changes do not alter
the market fundamentals underlying the Business Plan's
projections. "They certainly do not justify the dramatic
increase in Preston's valuation aver the Business Plan's
projections," Judge Walsh found.

               The Debtors' Business Plan

As recorded in the Debtors' post-trial brief, which has been
previously reported, John Nils Hanson, Chairman, President and
Chief Executive Officer of Harnischfeger, and Timothy R. Coleman
at Blackstone testify on the development of the Debtors'
Business, its functions, its bottom-up forcasting process,
collection of data by its staff, forecasts, projections and
assumptions made, and its consistency with actual results.

Among other things, Judge Walsh noted that the Equity
Committee's valuation does not take into account any of the
limitations on Joy's business prospects the the Business Plan
reflects alongside projection of a substantial turnaround in
Joy's business. These are:

      (1) Long-term improvements in machine productivity continue
to substantially exceed increases in long-term coal demand and
production.

      (2) United States' coal demand has steadily trended towards
low- sulfur surface-mined coal and away from underground coal,
posing limitation on Joy's business, since Joy's equipment is
used only in underground mining.

      (3) Joy's customers continue to consolidate which exerts an
additional downward pressure on Joy's sales.

      (4) Joy's key competitors have grown and consolidated,
which threatens Joy's market share and profit margins because
this merger eliminates Joy's considerable prior advantage as the
world's only supplier of complete longwall systems.

          Blackstone's and Houlihan Lokey's Valuations
             and Debtors' Other Evidence of Value

As mentioned in the Debtors' post-trial brief, testimony on the
Debtors side says that both Blackstone's and Houlihan Lokey's
reports rely on the Business Plan's assumptions regarding HII's
future performance.

In early 2000, Blackstone gave a preliminary valuation
presentation to HII's Board of Directors. Even using what it
considered aggressive assumptions, Blackstone's initial
valuation showed that HII's total value was at least $400
million below the creditor claims likely to be asserted, and
that equity was therefore substantially out of the money. The
Board formed an ad hoc committee to work with Blackstone to find
possible sources of equity value. At the direction of the Board,
Blackstone performed numerous sensitivity analyses over the next
several months to discover any reasonable set of assumptions
under which shareholders could recover. The Board ultimately
concluded there simply was no value for equity under any
reasonable scenario.

The Court finds Blackstone's and Houlihan Lokey's valuations
more reasonable and reliable than Preston's valuation for the
reasons that:

      (1) Working together with the Board and HII management,
Blackstone uses financial and revenue projections from the
companies themselves that, in management's view and experience,
are achievable. On the other hand, the Equity Committee relies
on projections that management and Coleman simply do not believe
achievable.

      (2) Blackstone follows the commonly accepted practice of
using three separate valuation methods - comparable company,
comparable acquisition, and discounted cash flow ("DCF") - as a
critical cross-check On its valuation. Blackstone's DCF exit
multiple is derived from the well-accepted method of determining
current trading multiples for comparable companies. Blackstone's
DCF analysis concludes the Reorganizing Debtors' enterprise
value is between $960 million and $1.12 billion.

      (3) Blackstone also ran a series of sensitivity analyses,
which support the conclusion that there is no reasonable set of
assumptions under which equity value can be found. Blackstone's
comparable-company analysis values the enterprise at $600
million to $ 900 million, while its comparable acquisition
analysis values the enterprise at $850 million to $1.05 billion.
Giving primary weight to its DCF valuation, Blackstone concludes
the Reorganizing Debtors enterprise value is $900 million to
$1.05 billion, and its reorganization value including excess
cash and the value of net operating losses is $980 million to
$1.170 billion.

      (4) Houlihan Lokey performed an independent valuation. Like
Blackstone, Houlihan Lokey derives its exit multiple from
current trading multiples of comparable companies and
corroborated this analysis using several accepted valuation
methods. Houlihan Lokey reached a valuation for the Debtors of $
1.05 billion - virtually identical to Blackstone's valuation
conclusion and still only about half of the Equity Committee's
valuation.

      (5) Both before and during the bankruptcy proceedings, the
Board and management made several efforts to sell the company.
After Blackstone's preliminary valuation, Hanson contacted
Caterpillar to discuss a possible acquisition price at which
equity might be in the money. The Caterpillar representative
"laughed" at Hanson's proposal. Senior HII management also
approached other strategic buyers about the possibility of
investing in or acquiring the company. The sole preliminary
indication of interest for the combined company, however, was in
the range of $ 700 million -substantially below the Blackstone
valuation. Blackstone's $1 billion valuation has been public for
months. Coleman testified that Blackstone's "phone would have
been ringing off the hook" if HII were worth anything close to
the $2.2 billion claimed by the Equity Committee. Preston
acknowledges there is no interest in the company at a price
anywhere near the Blackstone valuation. Hanson similarly
received no indication of any purchaser interest in the company.

              The Equity Committee's Valuation

Judge Walsh noted that Preston knew from the beginning that
Blackstone valued the company at about $1 billion, and that he
had to generate an extra $.6 billion of value before equity
would see its first dollar. Consequently, to put equity in the
money, Preston knew he would have to conduct what he describes
as an "off the beaten path inquiry" which "focus[es] only on
those areas that could provide substantial incremental value."

"I find Preston's valuation flawed in significant respects,"
Judge Walsh said, "First, unlike Blackstone and Houlihan Lokey,
Preston does not cross-check his results by employing the
conventional three valuation methods: comparable company,
comparable acquisition, and DCF, although he admits it is comon
and accepted practice to do so and that, even in his own
analyses of other companies, he has done so himself. Preston
states he does not use the comparables methods because there are
no comparables. Admittedly, it is an unusual situation where a
valuation report identifies a "perfect" comparable, but I reject
as unreasonable Preston's opinion that there are no comparables
against which to test the value of the Reorganizing Debtors. I
find that the comparables used by Blackstone and Houlihan Lokey
in their valuations are appropriate and reasonable. Even using
Preston's aggressive exit multiple of 9.23, the evidence shows
that a standard comparable-company analysis based on the last
twelve months' results would yield a valuation of just $1.05
billion - a value no higher than that established by Blackstone
and Houlihan Lokey.

"Second, to generate a DCF valuation that puts equity in the
money, Preston assumes Joy will achieve the same reported
revenues and operating profits by 2002 that Joy enjoyed in 1997,
its best year ever, and that the Debtors will continue to enjoy
unceasing, compounded growth in revenue and profits from that
2002 assumption. For a number of reasons, I find this assumption
unreasonable.

      (a) Preston relies solely on the Equity Committee's coal
expert, Schwartz, for this key assumption. Schwartz, however,
has no expertise or qualifications to forecast Joy's equipment
sales. He acknowledges he is not an expert in forecasting Joy's
equipment sales and that HII management, which forecasts much
lower numbers, knows more than he does about Joy's business.
He also admits he never projected Joy's actual equipment sales
during the Business Plan period. ... I find Schwartz's sweeping
opinions about robust future coal demand to be of questionable
support for this key assumption in Preston's valuation.

      (b) Preston also fails to adjust the 1997 reported results
to account for non-recurring items, even though Schwartz put him
on notice of one of them. The evidence at trial is undisputed
that in 1997 Joy made unusual sales to Russia and in Britain
which will not be repeated. Reversal of reserves and gains on
asset sales not related to Joy's operating performance further
inflated Joy's 1997 operating profit by $44.1 million. Adjusted
for these nonrecurring items, Joy's normalized 1997 revenues and
profit margins are nearly identical to the Business Plan's
projections for 2002. By ignoring these adjustments, Preston
relied on an unrealistic profit margin of 13.5% versus a
normalized profit margin of 9.8%.

      (c) The Business Plan's revenue and profit projections are
reasonably optimistic. The Business Plan assumes a compounded
annual growth rate of 4.7% for revenues, 18.1% for EBIT, and
10.2% for EBITDA over the five year plan period. Preston's
projections, on the other hand, are not just optimistic, but,
as Coleman of Blackstone testified, "they are quite extreme."
Preston projects compounded annual growth of 12.9% for revenues,
42.3% for EBIT, and 27.3% for EBITDA. In the Court's view, the
Equity Committee does not present credible evidence justifying
such aggressive projections.

"Third, Preston does not use the accepted method - analyzing
current trading multiples of comparable companies - to determine
his exit multiple, a key value driver. Instead, he uses the
"average" of certain historical multiples for selected parts of
HII business. Even then, Preston excludes 1999 results, which
would lower his historical average multiple from 9.23 to 8.3 and
reduce his valuation by hundreds of millions of dollars.
Likewise, Preston disregards Beloit's 1998 performance in
deriving his historical average multiple but includes Beloit
from 1994 through 1997. The Court finds Preston's use of an
"historical average" multiple merely values an hypothetical and
different company in an hypothetical and different market.
Significantly, Preston admits he has never before used an
"historical" method for determining an exit multiple.

"Finally, Preston assumes a lower discount rate than Blackstone
or Houlihan Lokey to reflect a lower risk of achieving high
performance results. This assumption appears unreasonable on its
face and is methodologically flawed. The Debtors' and Creditors
Committee's valuation experts explain a proper discount rate
under the Capital Asset Pricing Model requires an upward
adjustment to the calculated cost of equity to reflect the
additional return equity investors expect when investing in a
company emerging from bankruptcy. In contrast, Preston simply
leaves his 14% calculated cost of equity unadjusted. Even this
14% assumption is internally inconsistent and contrary to the
evidence of the returns that purchasers of HII debt - which will
be converted to equity upon confirmation - are expecting from
HII. Preston himself admits that market investors purchasing HII
unsecured debt would earn a return on investments far exceeding
the 14% he assumes if his valuation is correct.

"In sum, the Court finds Preston's valuation is not reasonable,
and unlike the Business Plan, is not based on a realistic and
supportable approach to the Debtors' business. Furthermore,
Preston does not follow standard and well-accepted valuation
methodologies. Blackstone and Houlihan Lokey's valuations, on
the other hand, are reasonable and employ standard
methodologies."

               Recent Coal Market Events

The foundation for Preston's valuation is his assumption that
there has been a "sea change in the long-term demand for coal."
The Equity Committee's expert, Schwartz, testified extensively
regarding recent developments in the energy industry which he
believes suggests this "sea change" and which he believes HII
management did not properly account for in developing the
Business Plan. For example, Schwartz testified to the following:

      (a) In his opinion, the Business Plan's suggestion of a
decline in underground coal production is not supported by
historical experience and trends in changes of coal production
in the United States.

      (b) Whereas the Debtors' Business Plan contains an
assumption regarding a fall in the sale of longwall "shearers,"
Schwartz believes the assumption is "unsupported by any
reasonable outlook for longwall mining in this country."

      (c) Schwartz is critical of the Business Plan's projected
decline in the after market sales during the five year plan
period because the profit margin on after market sales is much
higher than the profit margin on original equipment.

      (d) Schwartz is also critical of the Business Plan's
failure to recognize South Africa, China and Australia as a
significant source of future growth for the production of coal.

In support of these sweeping criticisms of the Business Plan,
Schwartz offers his opinions on what he views are dramatic
changes since March 2000 and management's failure to update the
Business Plan in light of these changes. These dramatic changes
include the following:

      (1) Rolling blackouts in California since March 2000 and
predictions of similar shortages in the Northeastern United
States expose an immediate need for new power plant
construction.

      (2) The President of the United States announced the
country is experiencing an energy crisis.

      (3) Natural gas prices experienced a "sharp and unexpected
increase and have been sustained at much higher levels than the
historical basis [which] make[s] natural gas no longer the
economic choice for new power plant construction."

      (4) These developments result in a "total change in the
investment climate for building new coal fired power plants in
this country" as evidenced by a surge in announcements of
proposed coal fired power plants since management finalized the
Business Plan.

      (5) International coal prices have climbed to near record
highs and Schwartz believes this represents a "dramatic recovery
which signals the need to expand production of coal worldwide."

      (6) Stock prices of the largest producers of coal have more
than doubled over the past three months and stock market
analysts following the coal industry are now bullish on the
industry.

      (7) A change in presidential administration has changed the
U.S. political climate for coal as a fuel source. A new national
energy policy is being formulated that will emphasize reliance
on coal for new power plants. The U.S. withdrew its support of
the Kyoto Treaty that would regulate green house gasses and the
President recanted his earlier pledge to regulate carbon dioxide
emissions.

"While these events in the energy industry and the political
arena are undisputed, I do not believe they support a conclusion
that the long term outlook is for Joy's sales to significantly
improve," Judge Walsh opined, "I say this for a number of
reasons.

"First, coal is only one of several sources for meeting
increased energy demands.

"Second, a significant increase in coal production, if it
occurs, does not necessarily convert into a significant increase
in Joy's sales of coal production equipment and services. For
example, underutilization of existing capacity might account for
future increased production.

"Third, to the extent the new presidential administration
announced a need for additional energy production and a
relaxation of environmental regulations and assuming that this
converts into a greater production of coal burning generating
plants, it is premature to suggest how this new policy will be
specifically formulated and implemented, if accepted by non-
administration political forces.

"Fourth, Schwartz's conclusion that the recent dramatic spike in
natural gas prices will cause power plants td switch to coal for
energy production cannot be accepted without question. If we
know anything from the last thirty years of lurching from one
energy crisis to another it is that market forces make it
inadvisable to predict long term trends on the basis of short
term events relating to energy sources. For example, I take
judicial notice of the fact that currently we are experiencing
significant increases in gasoline prices but the fact of the
matter is that after adjustment for inflation, gasoline prices
are less today than what they were following the Arab oil
embargo in the 1970's. In this regard it is worth noting that
Schwartz is of the opinion that the "great changes" in the coal
markets in the last twelve months are similar in importance to
the impact of the Arab oil embargo on those markets in the
19705. Schwartz does not explain what impact the Arab oil
embargo had on the coal markets, but Preston acknowledges that
for the past 20 years the growth rate for demand for coal has
only been 1 to 2% a year.

"Fifth, with respect to the recent dramatic increase in the
equity values of large coal producing companies in the United
States, those values may have been previously undervalued for a
number of reasons including excess capacity. The Equity
Committee has not accounted for a reduction of any overcapacity
vis--vis their projected significant increase in Joy sales of
new equipment and servicing of existing equipment.

"Most of Schwartz's testimony about coal prices focuses on spot-
market pricing, a type of pricing he admits has a limited
relationship to the actual prices obtained by coal producers.
Marey confirms that short-term spot market price Spikes have
little, if anything, to do with greater long-term demand for
coal, much less for Joy's equipment, principally because more
than 80% of coal, is sold at contract rather than spot prices.

"In addition, although there is increased interest in potential
new coal-fired power plants, Morey explains that 'you have to
look at these announcements very closely and. . . really
understand what they are.' Preliminary expressions of interest
in potential new plants are not the same as actual plants
burning only coal. Schwartz acknowledges that even if every
'announced' power plant were built, and if each one burned only
coal mined with Joy equipment, and if all such plants were
actually built during the plan period, total U.S. coal demand
would increase by less than 1.5% on an annualized basis. It is
highly unlikely that all of these "ifs" will occur. In any
event, such a result is not inconsistent with the Business Plan.

"While there have been certain very recent changes in coal
markets, I find the evidence presented by the Equity Committee
in support of a "sea change" in the long-term demand for coal
unpersuasive. All the witnesses who addressed this issue at the
confirmation hearing made predictions that long-term, annualized
growth in coal demand will remain approximately the same as it
has been for the last 20 years.

      -- Hanson testified the coal industry may be seeing 1 or 2%
growth in coal production or consumption.

      -- Marey of RDI, relying on information from the Department
of Energy, testified that historical coal demand growth in the
U.S. from 1990 through 2000 averaged 1.1% per year. He further
testified that RDI's most recent forecasts - published in
November 2000 - estimate average U.S. annual growth at about 1%.

      -- Blackstone, relying on Department of Energy information,
likewise predicts slow and steady growth in demand at less than
1 1/2% per year.

      -- Hilty offers a similar assessment based on a Merrill
Lynch analyst's report which concluded there will not be a
substantial increase in coal output anytime soon.

"Preston also admits the growth rate in coal demand has
consistently been 1 to 2% per year over the last 20 years -
essentially what the Business Plan projects.

"Significantly, although Schwartz relies on a number of factors
which support a potentially substantial increase in future coal
demand, his firm's published analyses of long term coal demand
are not materially different than the views expressed by the
witnesses for the Plan supporters. EVA's July-September 2000
quarterly report shows U.S. coal demand essentially flat from
2000 through 2005. EVA's September 2000 'COALCAST: Long-Term
Outlook for Coal,' which Schwartz expressly relies on in his
expert report, shows annualized U.S. coal demand growing at far
less than 1% per year during the plan period. EVA's most recent
generally available projection, the February 2001 "COALCAST:
Short-Term Outlook for Coal," shows U.S. demand for coal by 2002
only slightly higher than its September 2000 COALCAST
projection. Schwartz's expert report shows world coal demand, as
reported by EIA-IEO, growing at about 1 1/2% front 1998 through
2020.

"Lacking a 'sea change' in long-term coal demand, Schwartz and
the Equity Committee focus on other aspects of the coal market,
but in the Court's view, these changes do not alter the market
fundamentals underlying the Business Plan's projections. They
certainly do not justify the dramatic increase in Preston's
valuation aver the Business Plan's projections."

    Large Margin For Error In The Debtors' Valuation Showing

Judge Walsh opined, "In assessing the merits of the conflicting
valuations, I find the value placed on these Debtors by the
market in which the claims are traded significant.  Hilty states
that as of March 15, 2001, the claims are trading at $.44 to
$.45 in a large and active market.  This produces a market
enterprise valuation of approximately $.8 billion.  Blackstone's
similar market analysis concludes the market values the
enterprise at between $.6 and $.8 billion.  This testimony is
uncontested.  Indeed, Preston acknowledges the claims are
currently trading in the range of $.40. I ascribe considerable
significance to the undisputed fact that the claims trading
market is valuing these Debtors at approximately $.8 billion. If
the trading market is only half right, the shareholders are
still out of the money.

"It is undisputed that the Reorganizing Debtors must be worth in
excess of $ 1.63 billion before shareholders can recover the
first dollar. Thus, Blackstone, Houlihan Lokey and the
marketplace must not only be wrong, but grossly wrong - by over
$.6 billion. As demonstrated by Preston's own "sensitivity
analyses" created after the first day of trial, before
shareholders realize any recovery, every driver of value on
which the Business Plan, Blackstone and Houlihan Lokey rely must
be revised upward to assume materially higher revenues, profits
and exit multiple than is justifiable in the current
marketplace, in addition to requiring use of a significantly
lower discount rate.

"For the reasons discussed above, the Court finds that the
Blackstone and Houlihan Lokey valuations are probative and
reliable, whereas the Equity Committee's valuation is not. Even
assuming that the Blackstone and Houlihan Lokey valuations
understate the enterprise value by several hundred millions of
dollars, the evidence is convincing that the Equity Committee
has not come close to closing the gap to reach a valuation of
$l.63 billion - the aggregate amount of the creditor claims.

                   Conclusions Of Law

Judge Walsh established that:

      -- the Debtors have the burden of proving the Plan
satisfies the confirmation requirements of section 1129(a) and
(b);

      -- The emerging majority view, and precedent in this
Circuit, requires a plan proponent to satisfy the cramdown
requirements of section 1129(b) by a preponderance of the
evidence.

In holding that the preponderance of the evidence standard
applies to confirmation under section 1129(b), Judge Walsh is
persuaded by the reasoning of the Court of Appeals for the Fifth
Circuit, in Briscoe, in which the Fifth Circuit concluded that
the clear and convincing standard in civil cases is reserved for
cases in which "the interests at stake are . . . more
substantial than mere loss of money" as in cases involving
particularly important individual liberty interests, e.g., cases
involving deportation, denaturalization and involuntary
commitment to a mental institution. The Fifth Circuit, however,
found that a confirmation hearing under section 1129 does not
implicate any quasi-liberty interests and therefore does not
warrant proof by clear and convincing evidence, Judge Walsh
pointed out.

Judge Walsh also noted that courts have applied the clear and
convincing standard mostly in single asset real estate cases in
which the debtor had little hope of achieving plan confirmation.
Perhaps this factual context invites the application of a more
rigorous evidentiary standard as an alternative to a finding of
bad faith, Judge Walsh remarked.

Therefore, Judge Walsh holds that the appropriate standard of
proof under section 1129(a) and (b) is proof by a preponderance
of the evidence.

The sole issue in the present controversy, Judge Walsh noted, is
whether the Debtors' Plan is 'fair and equitable' for purposes
of section 1129(b) - The Equity Committee argues the Plan does
not meet this requirement because it proposes to pay the
Debtors' general unsecured claims in full while not providing
any recovery for existing equity.

In this regard, Judge Walsh pointed out that Section 1129(b)(1)
permits a debtor to obtain plan confirmation over the objection
of a creditor "if the plan does not discriminate unfairly, and
is fair and equitable, with respect to each class of claims or
interests that is impaired under, and has not accepted, the
plan." Section 1129(b)(2) then sets forth several requirements a
plan proponent must meet. Technical compliance with section
1129(b)(2), however, does not assure that a plan is 'fair and
equitable,' Judge Walsh pointed out.

The Equity Committee argued that a plan which pays general
unsecured creditors "more than 100% of their claims while
extinguishing the rights of dissenting shareholders violates the
fair and equitable requirement of section 1129(b)." This
argument, Judge Walsh said, is implicitly premised on the
absolute priority rule which provides that a senior class of
creditors must receive 100% of its claims, but no more than
100%, before a junior class receives any payments.

The Equity Committee argued that the proper legal standard for
valuing a company for purposes of fair and equitable treatment
under section 1129(b) is based solely on the future earning
capacity of the reorganized entity, citing TNT Trailer Ferry,
390 U.S. at 441, 88 S.Ct at 1172.

Judge Walsh agreed with the Equity Committee that TNT Trailer
sets forth an appropriate standard for valuing a company
undergoing reorganization.

Judge Walsh disagreed with the Equity Committee's assertion,
however, that the Debtors have not met this standard. Referring
to TNT Trailer Ferry, Judge Walsh points out that the Supreme
Court reversed the bankruptcy court because the bankruptcy court
relied solely on the debtor's past earnings as the basis for
determining the debtor's going concern value. In contrast, by
using the comparable company analysis, the comparable
acquisition analysis and the DCF analysis for valuation, the
Debtors' financial experts have relied on predictions of future
earning capacity as a basis for present value, Judge Walsh
holds.

Judge Walsh finds that the Debtors methodology comports with the
standard set forth in TNT Trailer Ferry. Accordingly, there is
no error of law in the Debtors' measure of value nor does this
dispute center on an erroneous valuation caused by application
of an erroneous legal standard as the Equity Committee argues.
Rather, this dispute turns on fundamentally different views of
the merits of the Debtors' cash flow projections as articulated
in the Debtors' Business Plan.

Judge Walsh remarked that a bankruptcy court's valuation of
property and the issue of "fair and equitable" treatment under
section 1129(b) are both questions of fact.

For these reasons, Judge Walsh finds that the Debtors have
established, by a preponderance of the evidence, that the value
of the Reorganized Debtors is substantially less than $1.63
billion. Consequently, the shares owned by existing shareholders
have no value. Existing shareholders are not entitled to any
recovery under the Plan, nor does the Plan provide creditors
with recovery in excess of 100% of their claims. Accordingly,
the Plan is fair and equitable to shareholders within the
meaning of section 1129(b).

Turning to the legal standards applied in Harnischfeger's case
in order to reject the Equity Committee's contentions and
conclude that the Company's plan of reorganization should be
confirmed, Judge Walsh wrote:

"The Debtors have the burden of proving the Plan satisfies
the confirmation requirements of section 1129(a) and (b) (United
States v. Arnold and Baker Farms (In re Arnold and Baker Farms),
177 B.R. 648, 654 (B.A.P. 9th Cir. 1994) aff'd 85 F.3d 1415 (9th
Cir. 1996); In re Greate Bay Hotel & Casino, Inc., 251 B.R. 213,
221 (Bankr. D.N.J. 2000); see also In re Global Ocean Carriers,
Ltd., 251 B.R. 31, 46 (Bankr. D. Del. 2000) (burden of
establishing compliance with element of section 1129 is on plan
proponent)

The emerging majority view, and precedent in this Circuit,
requires a plan proponent to satisfy the cramdown requirements
of section 1129(b) by a preponderance of the evidence. E.g.,
Heartland Fed. Say, and Loan Ass'n v. Briscoe Enters., Ltd., II
(In re Briscoe Enters,, Ltd., II), 994 F.2d 1160, 1165 (5th Cir.
1993) (preponderance of the evidence is appropriate standard of
proof under section 1129(a) and (b)); Arnold and Baker Farms,
177 B.R. at 655 (same); Corestates Bank, N.A, v. United Chemical
Tech., Inc., 202 B.R. 33, 45 (E.D, Pa. 1996) (same); Aetna
Realty Investors, Inc. v. Monarch Beach Venture, Ltd. (In re
Monarch Beach Venture, Ltd.), 166 B.R. 428, 432 (C.D.C. 1993)
(same); In re Byrd Foods, Inc., 253 B.R. 196, 199 (Bankr. E.D.
Va. 2000); In re Atlanta S. Bus. Park, Ltd., 173 B.R. 444, 448
(Bankr. N.D. Ga. 1994)(same); In re Cellular Info. Sys., Inc.,
171 B.R. 926, 937 (Bankr. S.D.N.Y. 1994) (same); In re Investors
Florida Aggressive Growth Fund, Ltd., 168 B.R. 760, 765 (Bankr.
N.D. Fla. 1994) (same); In re Kennedy, 158 B.R. 589, 601 n.17
(Bankr. D. N.J. 1993) (burden is on debtor to show by
preponderance of the evidence that protection provided to
creditor under proposed plan meets statutory requirements,
citing Briscoe).

But see NCNB Texas Nat'l Rank v. Hulen Park Place, Ltd. (In
re Hulen Park Place, Ltd.), 130 B.R. 39, 42 (ND. Tex. 1991)
(debtor must establish by clear and convincing evidence that
plan is fair and equitable before plan can be "crammed down"
over objection of dissenting creditor); United States v. Woodway
Stone Co. Inc., 187 BAR. 916, 918 (W.D. Va. 1995)(same); In re
New Midland Plaza Assocs., 247 B.R. 2000) (appropriate standard
of proof clear and convincing evidence) ; In re Miami Ctr.
Assocs., Ltd., 144 B.R. 937, 940 (Bankr. S.D. Fla. 1992)(same);
In re Birdneck Apartment Assocs., II, L.P., 156 B.R. 499, 507
(Bankr. E.D. Va. 1993) (same); See also in re MCorp Fin., Inc.,
137 B.R. 219, 225 (Bankr. S.D. Tex. 1992) (proponent's burden of
proof under section 1129(a) is by preponderance of the evidence
but under section 1129(b) is by clear and convincing evidence).

In holding that the preponderance of the evidence standard
applies to confirmation under section 1129(b), I am persuaded by
the reasoning of the Court of Appeals for the Fifth Circuit. In
Briscoe, the Fifth Circuit concluded that the clear and
convincing standard in civil cases is reserved for cases in
which "the interests at stake are . . . more substantial than
mere loss of money." 994 F.2d at 1164. Thus, the Supreme Court
has used the clear and convincing standard in cases involving
particularly important individual liberty interests, e.g., cases
involving deportation, denaturalization and involuntary
commitment to a mental institution. Id. citing Addington v.
Texas, 441 U.S. 418, 423, 99 S.Ct. 1804, 1807 (1979); see also
Grogan v. Garner, 498 U.S. 279, 286, 111 S.Ct. 654, 659 (1991)
(preponderance of the evidence standard is presumed applicable
in civil actions between private litigants and is appropriate
standard for nondischargeability under section 523(a)).

The Fifth Circuit found that a confirmation hearing under
section 1129 does not implicate any quasi-liberty interests and
therefore does not warrant proof by clear and convincing
evidence. Briscoe, 994 F.2d at 1165. It also noted that section
1129 and its legislative history are both silent as to the
appropriate burden of proof. Consequently, the Fifth Circuit
concluded that:

      [t]his case is solely about money . . . Congress provides
protections for creditors, and in many instances it allows
debtors to impinge on creditor's state law rights. Bankruptcy
frequently rewrites the secured creditor's state law bargain. An
example of this is the automatic stay of section 362, as a
result of which the creditor has lost the right of foreclosure.
The calculation of claims under section 502 is another example
of the Code rewriting the secured creditor's bargain. The
combination of legislative silence, Supreme Court holdings, and
the structure of the Code leads this Court to conclude that
preponderance of the evidence is the debtor's appropriate
standard of proof both under 1129(a) and in a cramdown.

Briscoe, 994 F.2d at 1165.

I find this analysis persuasive. I also note that courts have
applied the clear and convincing standard mostly in single asset
real estate cases in which the debtor had little hope of
achieving plan confirmation. Perhaps this factual context
invites the application of a more rigorous evidentiary standard
as an alternative to a finding of bad faith. I do not believe
this approach proper.

I therefore hold that the appropriate standard of proof under
section 1129(a) and (b) is proof by a preponderance of the
evidence. Briscoe, 994 F.2d at 1164-65; United Chemical, 202
BAR. at 45. Consequently, the Debtors must provide evidence to
persuade the fact finder that their propositions are more likely
true than not. Arnold & Baker Farms, 177 B.R. at 654 ("proof by
the preponderance of the evidence means that it is sufficient to
persuade the finder of fact that the proposition is more likely
true than not") citing In re Winship, 397 U.S. 358, 371, 90
S.Ct. 1068, 1076 (1970); compare Colorado v. New Mexico, 467
U.S. 310, 316, 104 S.Ct. 2433, 2437-38 (1984) (clear and
convincing evidence requires a high probability of success).

The sole issue in the present controversy is whether the
Debtors' Plan is 'fair and equitable' for purposes of section
1129(b) - The Equity Committee argues the Plan does not meet
this requirement because it proposes to pay the Debtors' general
unsecured claims in full while not providing any recovery for
existing equity.

Section 1129(b)(1) permits a debtor to obtain plan confirmation
over the objection of a creditor "if the plan does not
discriminate unfairly, and is fair and equitable, with respect
to each class of claims or interests that is impaired under, and
has not accepted, the plan." 11 U.S.C. section 1129(b)(1).
Section 1129(b) (2) then sets forth several requirements a plan
proponent must meet.

Technical compliance with section 1129(b)(2), however, does
not assure that a plan is 'fair and equitable.' Fed. Say. & Loan
Ins. Corp. v. D & F Constr., Inc. (In re D & F Constr., Inc.),
865 F.2d 673, 675 (5th Cir. 1989) . "A court must consider the
entire plan in the context of the rights of the creditors under
state law and the particular facts and circumstances when
determining whether a plan is 'fair and equitable.'" (citations
omitted)

The Equity Committee argued that a plan which pays general
unsecured creditors "more than 100% of their claims while
extinguishing the rights of dissenting shareholders violates the
fair and equitable requirement of section 1129(b)." Equity
Committee Post-trial Brief, Doc. # 10137, at 5. This argument is
implicitly premised on the absolute priority rule which provides
that a senior class of creditors must receive 100% of its
claims, but no more than 100%, before a junior class receives
any payments. United Chemical, 202 B.R. at 54 n.16. "Since
participation by junior interests depends upon the claims of
senior interests being fully satisfied, whether a plan of
reorganization excluding junior interests is fair and equitable
depends upon the value of the reorganized company." Protective
Comm. for Indep. Stockholders of TNT Trailer Ferry, Inc. v.
Anderson, 390 U.S. 414, 441, 88 S.Ct. 1157, 1172. (1968). It
therefore follows that the value of the Reorganized Debtors,
specifically the enterprise value of Joy, becomes the outcome
determinative factor in this controversy. See also H.R.REP. No.
595, 95TH CONG., 1ST SESS. 414 (1977), U.S.C.C.A.N. 1978, PP.
5787, 6378 ("While section 1129(a) does not contemplate a
valuation of the debtor's business, such a valuation will almost
always be required under section 1129(b) in order to determine
the value of the consideration to be distributed under the
plan.").

The Equity Committee argues that the proper legal standard
for valuing a company for purposes of fair and equitable
treatment under section 1129(b) is based solely on the future
earning capacity of the reorganized entity. Equity Committee
Post-trial Brief, Doc. # 10137, at 5 citing TNT Trailer Ferry,
390 U.S. at 441, 88 S.Ct at 1172.

According to TNT Trailer Ferry:

      [T]he commercial value of property consists in the
expectation of income from it. *** Such criterion is the
appropriate one here, since we are dealing with the issue of
solvency arising in connection with reorganization plans
involving productive properties. The criterion of earning
capacity is the essential one if the enterprise is to be freed
from the heavy hand of past errors, miscalculations or disaster,
and if the allocation of securities among the various claimants
is to be fair and equitable. Since its application requires a
prediction as to what will occur in the future, an estimate, as
distinguished from mathematical certitude, is all that can be
made. But that estimate must be based on an informed judgment
which embraces all facts relevant to future earning capacity and
hence to present worth, including, of course, the nature and
condition of the properties, the past earnings record, and all
circumstances which indicate whether or not that record is a
reliable criterion of future performance.

TNT Trailer Ferry, 390 U.S. at 442, 88 5.Ct. at 1172 quoting
Rock Prod. Co. v. Du Bois, 312 U.S. 510, 526, 61. S.Ct. 675, 685
(1941).

I agree with the Equity Committee that TNT Trailer sets forth
an appropriate standard for valuing a company undergoing
reorganization. 390 U.S. at 441-42, 88 S.Ct. at 1172. I disagree
with the Equity Committee's assertion, however, that the Debtors
have not met this standard.

The Supreme Court reversed the bankruptcy court in debtor's
past earnings as the basis for determining the debtor's going
concern value. 390 U.S. at 453, 88 S.Ct. at 1177-78. In
contrast, by using the comparable company analysis, the
comparable acquisition analysis and the DCF analysis for
valuation, (Tr. at 244:3 - 244:13), the Debtors' financial
experts have relied on predictions of future earning capacity as
a basis for present value. Accord TMT Trailer Ferry, 390 U.S. at
442 n.20, 88 S.Ct. at 1172 ("Value is the present worth of
future anticipated earnings. It is not directly dependent on
past earnings; these latter are important only as a guide in the
prediction of future earnings").

It seems to me that the issue here is not whether the Debtors
have applied the proper legal standard for valuation. I find
that the Debtors methodology comports with the standard set
forth in TNT Trailer Ferry. Accordingly, there is no error of
law in the Debtors' measure of value nor does this dispute
center on an erroneous valuation caused by application of an
erroneous legal standard as the Equity Committee argues. Rather,
this dispute turns on fundamentally different views of the
merits of the Debtors' cash flow projections as articulated in
the Debtors' Business Plan.

A bankruptcy court's valuation of property and the issue of
"fair and equitable" treatment under section 1129(b) are both
questions of fact. Arnold and Baker Farms, 177 B.R. at 653.

For the reasons set forth above, I find that the Debtors have
established, by a preponderance of the evidence, that the value
of the Reorganized Debtors is substantially less than $1.63
billion. Consequently, the shares owned by existing shareholders
have no value. Existing shareholders are therefor not entitled
to any recovery under the Plan, nor does the Plan provide
creditors with recovery in excess of 100% of their claims.
Accordingly, the Plan is fair and equitable to shareholders
within the meaning of section 1129(b)." (Harnischfeger
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HARNISCHFEGER: New Equity Begins Trading on "When Issued" Basis
---------------------------------------------------------------
Harnischfeger Industries, Inc. announced that The National
Association of Securities Dealers Automated Quotation System
("Nasdaq") would open trading on or about May 25, 2001 in a
security that relates to stock to be issued by the Company (post
reorganization):

The Company (post reorganization) will begin trading on a "when
issued" basis under the symbol "HFIIV" on Nasdaq's over-the-
counter ("OTC"), bulletin board. This security is expected to
trade on this basis until "regular trading" begins in the new
(post reorganization) shares.

The new common stock (post reorganization) is expected to be
distributed to the Company's creditors approximately thirty to
sixty days following the reorganization plan's effective date,
and regular trading of the security is expected to commence on
the Nasdaq market following the distribution of the shares.

Fifty million new (post reorganization) shares of stock will
ultimately be distributed to the Company's creditors. However,
because various claims filed against the Company will remain
unresolved at the time of the first distribution of new stock,
the Company expects only 70% to 90% of the stock to be
distributed initially. Until all claims against the Company are
resolved, a certain amount of the new (post reorganization)
shares of stock will be held back from each distribution to
ensure that each holder of an allowed claim will receive the
same pro rata share of the stock.

On May 21, 2001, the Company announced that the United States
Bankruptcy Court confirmed the Company's plan of reorganization,
clearing the way for the Company to emerge from bankruptcy. The
effective date for the Company's emergence is expected to be
shortly after May 29, 2001, the date the Bankruptcy Court order
confirming the Company's plan of reorganization becomes final
and nonappealable. The Company must also close on its exit
financing facility before it can formally emerge. Under the
plan, existing HII common stock, which has been trading OTC,
bulletin board, under the symbol HRZIQ, will be cancelled as of
the plan's effective date and the holders of that stock will
receive no distribution in cash or new stock.


INSILCO HOLDING: Posts Weak First Quarter 2001 Results
------------------------------------------------------
Insilco Holding Company (OTC Bulletin Board: INSL) reported
sales and operating results for its first quarter ended March
31, 2001. The Company said that results exclude divestitures
that are being reported as discontinued operations (including
its automotive segment, divested in the 2000 third quarter and
its Taylor Publishing unit, divested in the 2000 first quarter).

The Company is also reporting proforma results for both quarters
to include performance from its acquisitions of InNet
Technologies (January 2001), Precision Cable Manufacturing
(August 2000) and TAT Technology (February 2000).

The Company reported proforma first quarter sales of $80.0
million compared with $106.1 million recorded last year, a
decline of 25%. The decline reflects slowing demand across the
company's business lines, with particular weakness in demand for
custom assemblies from the telecom optical equipment market.

Proforma EBITDA from ongoing operations for the current quarter
was $7.3 million compared with $17.7 million recorded last year,
reflecting a lower EBITDA margin as a result of lower sales
volume. Proforma EBITDA for the first quarter 2001 and 2000
includes expenses related to acquisition incentives; excluding
these incentives proforma EBITDA for first quarter 2001 and 2000
would have been $8.6 million and $21.1 million, respectively.
David A. Kauer, Insilco President and CEO said, "As widely
publicized, the telcom sector is in a significant downturn right
now. Ongoing financial issues with emerging telecom service
providers and cautious capital spending by larger, well
capitalized telecom service providers have created a significant
reduction in our customers' own demand, thus building excessive
inventory levels throughout the supply-chain. Unfortunately,
this has a dramatic impact on Insilco since a substantial
portion of our custom assembly business comes from the telcom
sector. In addition, our electronic components and precision
parts businesses also experienced a significant downturn in
demand, since these businesses sell principally into the
technology and automotive sectors."

"We are, however, responding decisively to current market
conditions. Including the recent acquisition of InNet, we have
reduced our full-time employment headcount and contract
personnel by over 1,050 in North America and 4,300 worldwide (or
42% of the total workforce) since September 30, 2000. We have
severely limited spending throughout our organization and pushed
out all non-essential capital expenditure plans. We are actively
developing plans to consolidate manufacturing facilities and to
take greater advantage of our lower cost offshore production
facilities. Moreover, we have considerably reduced our net
working capital requirements by approximately $14 million since
year-end and have paid all of our 2000 acquisition-related
incentive liabilities. We currently maintain $30 million of cash
and borrowing availability."

"Although, we do continue to see strong customer quote activity
and are encouraged by the recent receipt of some new business
awards, we expect our OEM customers to face continued weakness
in their end markets and to continue to work down their
excessive inventory levels. Thus, we believe our operating
performance will continue to be impacted in the short term and
do not expect improved results in Q2. Moreover, these conditions
make it difficult to predict how long this downturn will last.
Therefore, in light of current business conditions, we will
continue to work closely with our lenders to ensure we deal
effectively with potential liquidity and covenant issues under
our current loan agreement."

"In the interim, we have a much heightened focus on lowering our
cost structure to improve our competitive position. And, equally
important, we are confident that we still maintain the same
leading market positions and will resume our growth trajectory
once the technology and telcom sectors work off inventories and
begin to rebound," Kauer concluded.

The net loss before discontinued operations for the Company's
current quarter was ($7.3) million compared to net a net loss of
($3.7) million recorded a year ago in the first quarter. The
loss available to common shareholders for the first quarter of
2001 was ($9.2) million or ($6.18) per diluted share. For the
first quarter of 2000, the Company recorded net income available
to common shareholders of $39.0 million, or $25.43 per diluted
share, which included a $43 million gain on the sale of its
Specialty Publishing segment.

Insilco Holding Co., through its wholly-owned subsidiary Insilco
Technologies, Inc., is a leading global manufacturer and
developer of a broad range of magnetic interface products, cable
assemblies, wire harnesses, fiber optic assemblies and
subassemblies, high-speed data transmission connectors, power
transformers and planar magnetic products, and highly
engineered, precision stamped metal components. Insilco
maintains more than 1.4 million square feet of manufacturing
space and has 23 locations throughout the United States, Canada,
Mexico, China, Northern Ireland, Ireland and the Dominican
Republic serving the telecommunications, networking, computer,
electronics, automotive and medical markets.


INTEGRATED HEALTH: Agrees To Pay Buchanan's Claim Immediately
-------------------------------------------------------------
As reported, prior to the petition date, Debtor CCA Acquisition
I, Inc. and Buchanan/SCC, Inc. entered into an Agreement to
Provide Accounting and Auditing Services and Rural Healthcare
Provider Network Services dated May 1, 1996, pursuant to which
CCA agreed to provide Buchanan specified auditing and accounting
services in connection with Buchanan's nursing home facility
located in Buchanan, Georgia (the Countryside Nursing Home) for
the period extending through July 31, 2004. The Countryside
Nursing Home cares for 62 residents each of whom requires
comprehensive skilled and rehabilitative nursing care and other
services.

In an order entered on August 10, 2000, the Court granted to
Buchanan an administrative expense claim in the amount of
$50,647.31 which was not to be "immediately payable."

Integrated Health Services, Inc. and Buchanan subsequently
reached agreement on the contested matters and submit a Consent
Stipulation and Agreed Order for the immediate payment of
Buchanan's Administrative Claim in the amount of $50,647.31. The
Stipulation says that there has been "an ongoing effort by the
Debtors to resolve the contested matters" and "a cooperative
effort to further the Debtors' desire to establish a successful
reorganization".

The Debtors previously advised the Court that funds were not
available to pay Buchanan Administrative Expense Claim out of
the estate of CCA Acquisition I. However, CCA Acquisition I and
the other Debtors are jointly and severally liable for the
$300,000,000 DIP line of credit and have participated in the
consolidated operating accounts, both established as part of the
first day orders, the Stipulation says.

The Stipulation further indicates that after lengthy discussions
and negotiations between the parties, the Debtors and the
Committee believe that the immediate payment of Buchanan, Inc.'s
administrative claim is in the best interest of the Debtors and
a proper and prudent use of the Debtors' operating capital.

Judge Walrath has given her stamp of approval to the Agreement.
(Integrated Health Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


JPM COMPANY: Shares Trading On the OTCBB After Nasdaq Delisting
---------------------------------------------------------------
The JPM Company (NASD:JPMXC) announced that the Company's common
stock has been delisted from the NASDAQ Small Cap Market.

The Company's common shares started to trade on the OTC-Bulletin
Board under the symbol JPMX Thursday, May 24. The delisting is
based on the Company's decision not to proceed with a previously
announced reverse stock split.

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 http://www.jpmco.com.


KMC TELECOM: Ratings Still on Watch With Negative Implications
--------------------------------------------------------------
Standard & Poor's ratings on KMC Telecom Holdings Inc. remain on
CreditWatch with negative implications where they were placed
May 2, 2001, due to liquidity concerns. These are:

      * Corporate credit rating at B
      * Senior secured debt at B
      * Senior unsecured debt at CCC+

Standard & Poor's concerns have increased regarding the
company's ability to fully fund its business plan and the
ultimate payment of its unsecured notes in light of its recently
amended senior secured credit facility.

As indicated in KMC's first quarter 2001 10-Q, the amended
senior secured credit facility includes certain additional
financial covenants, the most significant of which will require
the company to meet specific liquidity tests prior to each due
date of cash interest and dividend payments on its senior
discount notes, senior notes, and preferred stock. In addition,
the revolver and term loans will be further reduced by a certain
percentage of proceeds from asset sales and future equity
issuance. The collateral supporting the senior secured credit
facility has been increased to include a pledge of the shares in
a new holding company, which includes the assets of the
nationwide data platform business.

At March 31, 2001, the company had $276.7 million in
unrestricted cash and cash equivalents, including $271 million
in net proceeds from the monetizations of two nationwide data
platform contracts with a major carrier. The structured
securities, representing the monetized contracts, require that
principal and interest be paid on a monthly basis on receipt of
the monthly proceeds from the related contracts. In addition,
the company has $55 million available under its recently amended
$700 million senior secured credit facility. The total of the
cash and bank availability is expected to fund the company's
business plan into the second quarter of 2002.

KMC Telecom had total debt outstanding of about $1.8 billion at
March 31, 2001. Debt to revenue on an annualized basis was in
the 4 times area. EBITDA was a negative $13.5 million for the
first quarter 2001, narrowing from a negative $19.4 million in
fourth quarter 2000. EBITDA is anticipated to break even by
year-end 2001.

KMC Telecom is a facilities-based integrated services provider
operating predominately in the Southeastern and Midwestern U.S.
The company provides telecommunications services in Tier III
markets to business, government, and institutions end users, as
well as Internet service providers, long-distance carriers, and
wireless service providers. Tier III markets have a population
of between 100,000 and 750,000. The company has entered into
long-term contracts with a major carrier to offer transport
between this carrier's network and end users in Tier III
markets. In March 2001, the company monetized these contracts.
The proceeds of these monetizations have been and will be used
to finance related equipment and other costs.


LOEWEN GROUP: Wants To Reject CMC's Collection Agreement
--------------------------------------------------------
Cemetery Management Corporation (CMC), which was acquired by The
Loewen Group, Inc. and a Debtor in the LGII cases, agreed to
collect on behalf of the Rejection Party (Ronald Norton) certain
outstanding accounts receivable arising prior to LGII's
acquisition of it, pursuant to a Collection Agreement dated
March 6, 1997 that the Debtors and the Rejection Party entered
into in connection with LGII's purchase of the shares of CMC.

CMC is required to maintain records of collections and is
entitled to a 2% commission for all accounts collected. CMC is
required to pay collections, less the 2% commission and certain
other costs, to the Rejection Party on a periodic basis. The
Rejection Party is prohibited from undertaking any collection
action with respect to the outstanding accounts, including
settlement of such accounts, without the express permission of
CMC.

By motion, the Debtors seek to reject the Collection
Agreement, pursuant to section 365 of the Bankruptcy Code.

The Debtors have determined that, given the substantial
prepetition arrearages under the Collection Agreement and the
limited benefit that would be generated from continued
performance under the agreement, rejection of the Collection
Agreement is a more prudent alternative than assumption of the
agreement. (Loewen Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MARKETING SPECIALISTS: Files for Chapter 11 Protection
------------------------------------------------------
Marketing Specialists Corporation (OTC:MKSP), a food brokerage
firm which provides outsourced sales and marketing services to
manufacturers of food and grocery products, filed a voluntary
petition for protection under Chapter 11 of the United States
Bankruptcy Code in U.S. Bankruptcy Court for the Eastern
District of Texas.

Marketing Specialists executives currently are exploring options
that would allow the company to continue operations. "Marketing
Specialists has excellent people, very good relationships with
manufacturers and first-rate information technology," commented
Company President and Chief Executive Officer Gerald Leonard.
"We believe this company has a future, and we are working very
hard to secure it. In the meanwhile, we ask our employees and
principals to bear with us as we sort through the alternatives
before us."

Marketing Specialists, headquartered in Dallas, currently has
approximately 5,700 associates in 65 locations in the United
States.


MOSSIMO INC.: Inks Employment Agreement With Mossimo Giannulli
--------------------------------------------------------------
On May 17, 2001, Mossimo, Inc. entered into an employment
agreement with its President, Chief Executive Officer and
principal designer, Mossimo Giannulli. The Employment Agreement
is effective as of February 1, 2001 and will continue in effect
through January 31, 2004. Pursuant to the Employment Agreement,
Mr. Giannulli will receive an annual base salary of $900,000
plus 50% of the annual net royalties above the minimum generated
net royalties under the Company's license agreement with Target
Corporation.


NETRADIO CORP.: Nasdaq Permits Conditional Listing of Shares
------------------------------------------------------------
NetRadio Corporation (Nasdaq:NETR) announced that it has
received notice from the Nasdaq Listing Qualifications Panel
that NetRadio's common stock will be listed on The Nasdaq
SmallCap Market effective May 24, 2001. The transfer to The
Nasdaq SmallCap Market is based on an exception from the minimum
bid price of $1 per share requirement. NetRadio previously
announced that Nasdaq notified NetRadio that it was not in
compliance with the minimum market value of public float of
$5,000,000, minimum bid price of $1 and minimum net tangible
assets of $4,000,000 requirements for continued listing on the
Nasdaq National Market. NetRadio requested a hearing with Nasdaq
to address these compliance issues and requested a transfer to
the Nasdaq Small Cap Market at that hearing.

Although NetRadio does not currently meet the $1 minimum bid
requirement for continued listing on The Nasdaq SmallCap Market,
it was granted a temporary exception from this standard subject
to demonstrating a closing bid price of at least $1 per share on
or before June 14, 2001, and immediately thereafter evidencing a
closing bid price of at least $1 per share for a minimum of ten
consecutive trading days. Although NetRadio currently meets the
minimum net tangible asset requirement of $2,000,000 for listing
on The Nasdaq SmallCap Market, Nasdaq requested NetRadio meet
certain conditions designed to demonstrate an ability to
maintain sustained compliance with the net tangible asset
requirement by August 31, 2001. For the duration of the
exceptions, NetRadio's Nasdaq symbol will be NETRC.

In the event that NetRadio is deemed to have met the terms of
the exceptions, it will continue to be listed on The Nasdaq
SmallCap Market. NetRadio believes it can meet these conditions,
however, there can be no assurance that it will do so. NetRadio
is considering effecting a reverse stock split if necessary to
obtain compliance with the $1 minimum bid price. In addition,
there can also be no assurance that NetRadio will be able to
satisfy The Nasdaq SmallCap Market's maintenance requirements on
a continuing basis. If NetRadio cannot meet these conditions
within the time periods provided by Nasdaq, it may decide to
apply for quotation of its common stock on the Nasdaq Bulletin
Board, or any other organized market on which its shares may be
eligible for trading or it may decide to appeal the decision by
Nasdaq to delist its common stock.


NETSOL INTERNATIONAL: Shareholders Propose To Add Board Members
---------------------------------------------------------------
NetSol Shareholders Group, LLC, whose members hold over 25% of
the outstanding shares of NetSol International, Inc.
(Nasdaq:NTWK), has filed an amended preliminary proxy statement
to propose an increase in the size of the Board of Directors of
the Company and elect seven of their nominees. The Shareholders
Group's proposed nominees include Jonathan D. Iseson, principal
of Blue Water Partners, L.L.C., Gregory J. Martin, formerly with
Emerge Corporation, Peter R. Sollenne, President and CEO of Aces
International, Inc., Timothy J. Moynagh, Senior Business
Solutions Manager of Inktomi Corporation, Eddy Verresen, founder
of BSH-Belgische Struisvogelhouderij, Shelly Singhal, Managing
Director of Technology Investment Banking for BlueStone Capital
Corp., and Donald Danks, CEO of Netgateway, Inc. (OTC BB: NGWY).


OWENS CORNING: Jefferson Asbestos-Tobacco Linkage Suit Dismissed
----------------------------------------------------------------
Continuing a series of recent legal victories for the tobacco
industry, a Jefferson County, Miss., circuit court judge
dismissed all claims by Owens Corning (NYSE: OWC) seeking
reimbursement of funds the asbestos manufacturer has paid to
former asbestos workers.

In dismissing Owens Corning's claims, Judge Lamar Pickard
affirmed the recommendation of Special Master Robert W. Sneed.
In his report, Sneed recommended that the court find, "that
under Mississippi law, and the prevailing law in virtually all
jurisdictions, Owens Corning is prohibited by the remoteness
doctrine from recovering from the Tobacco Defendants for an
'indirect injury' sustained by Owens Corning."

Owens Corning, an asbestos manufacturer, had asserted various
claims based largely on the theory that they had "overpaid"
injury claims brought against them by asbestos workers. Owens
Corning claimed that tobacco use, not asbestos exposure, was the
cause of the alleged personal injuries. The company further
claimed that failure to warn asbestos workers who smoked of the
substantially increased risk of developing lung cancer caused
Owens Corning both to pay for more lung cancer claims, and to
pay more on individual claims.

"We believe the recommendation by the special master and the
decision by the judge are correct and consistent with the
overwhelming weight of authority from virtually every
jurisdiction that has considered third-party claims against the
tobacco industry, including eight U.S. courts of appeals," said
Daniel W. Donahue, senior vice president and deputy general
counsel for R.J. Reynolds Tobacco Company.

Donahue noted that earlier this week, the U.S. Court of Appeals
for the District of Columbia Circuit dismissed a similar suit by
a union health-and- welfare fund because these types of claims
against the tobacco industry are: "too remote, contingent,
derivative and indirect to survive."

R.J. Reynolds Tobacco Company (RJRT) is a wholly owned
subsidiary of R.J. Reynolds Tobacco Holdings, Inc. (NYSE: RJR).
R.J. Reynolds Tobacco Company is the second-largest tobacco
company in the United States, manufacturing about one of every
four cigarettes sold in the United States. Reynolds Tobacco's
product line includes four of the nation's 10 best-selling
cigarette brands: Camel, Winston, Salem and Doral. In December
2000, Reynolds Tobacco was recognized by Fortune magazine as one
of the "100 Best Companies to Work For." For more information
about RJRT, visit the company's web site at www.rjrt.com.

"This ruling in Mississippi is a serious blow to attempts by
several other asbestos manufacturers who have filed similar
suits in Jefferson County," said Jeff Raborn, attorney for Brown
& Williamson Tobacco Corporation, one of the defendants in the
case. "This particular venue has been targeted by plaintiffs'
attorneys to sue the tobacco industry, which makes this victory
all the more meaningful."

"Coupled with a favorable outcome in the Falise case in
Brooklyn, New York, earlier this year, in which asbestos
manufacturer Johns Manville brought similar claims, these
rulings should give pause to third parties before bringing these
types of suits," he said.

Brown & Williamson Tobacco Corporation is the nation's third
largest manufacturer of cigarettes. Based in Louisville, Ky.,
its major brands include KOOL, Lucky Strike, Pall Mall, GPC,
Misty and Capri.

A similar action brought by Owens Corning against tobacco
companies pends in the California courts.

"We of course disagree with that decision," Gregg Bronk, an
Owens Corning spokesman, tells Reuters. "We are planning to
appeal to the Mississippi Supreme Court."


PACIFIC GAS: Terminates Berry Petroleum Power Purchase Contracts
----------------------------------------------------------------
Berry Petroleum Company, a heavy oil producer that operates
cogeneration facilities and Pacific Gas and Electric Company
agreed and stipulated that two Power Purchase Agreements --
QFID-25C099 (SO1 Contract) and QFID- 25C151 (S02 Contract) --
under which PG&E failed to make payments at the end of 2000 and
early 2001, are deemed terminated prior to the commencement of
the PG&E bankruptcy case.

On April 2, 2001, just days before the commencement day of the
PG&E case, Berry delivered written notice of termination of the
S01 Contract and the S02 Contract to PG&E in accordance with the
terms of the Contracts. Berry currently is not supplying power
to the California power grid.

In addition to the termination, the stipulation and agreement
between the parties provides that:

      (1) The Debtor will not seek to assume or reject the SOl or
S02 Contracts;

      (2) PG&E will use its best efforts to connect Berry to the
California power grid, without delay and, in any case, no later
than 20 days from entry of the Court's order upon this
Stipulation, execute any documents necessary to accomplish
this, and provide any information required by ISO to accomplish
this;

      (3) Berry will unconditionally pay PG&E $175,000 within
three business days after Berry is supplying power to the power
grid but no later than 20 days from entry of the Court's order
upon this Stipulation;

      (4) PG&E will credit this amount of $175,000 to be paid by
Berry against any obligations, if any, of Berry to PG&E. If it
is ultimately determined that Berry has no monetary obligations
to PG&E, or that such obligations are less than $175,000, then
PG&E will nevertheless be entitled to retain the entirety of
such monies, and Berry will not be entitled to the return of
any such monies;

      (5) Berry waives any and all pre-petition claims of
consequential damages against PG&E arising from or related to
the Contracts;

      (6) This Stipulation does not affect any other claims that
the parties may have against each other, including but not
limited to any claim by Berry for delivery of energy and
capacity prior to termination plus any claim to interest, if
allowable. (Pacific Gas Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Issues Checks to Various Customers and Vendors
-----------------------------------------------------------
Within a week of getting permission from the Bankruptcy Court to
pay customers and vendors for rebates and energy efficiency-
related work, Pacific Gas and Electric Company announced that it
has finished cutting checks for uncontested claims filed prior
to April 6.

The utility has written about 11,000 checks to customers,
contractors and vendors since the court gave approval on May 16.
The payments, totaling nearly $38 million, had been frozen along
with all creditors' claims when the utility filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. Pacific Gas and
Electric Company filed a motion on April 24, asking the court to
confirm that the energy efficiency funds are a protected trust
and therefore not part of the bankruptcy estate. The court's
approval of that motion permitted the utility to begin writing
checks.

"We recognize that energy efficiency programs are critical to
helping the state address the energy crisis, and we're pleased
the court has confirmed that funding for the programs is not
impacted by the bankruptcy proceeding," said Steve McCarty,
director of the utility's customer energy management programs.
"We want consumers to know that the energy efficiency programs
are available to help them conserve energy to save money and
help the state avoid blackouts."

Pacific Gas and Electric Company offers rebates on everything
from lightbulbs to windows to refrigerators to help consumers be
more energy efficient. Information about the rebate programs is
available at www.pge.com/123, or by calling the Smarter Energy
Line at 800/933-9555, or the Business Energy Line at 800/468-
4743.


SERVICE MERCHANDISE: Sales Decline & Losses Escalate
----------------------------------------------------
Service Merchandise Company, Inc.'s recent losses and the
Chapter 11 Cases raise substantial doubt about the Company's
ability to continue as a going concern. The ability of the
Company to continue as a going concern and the appropriateness
of using the going concern basis for accounting purposes are
dependent upon, among other things, (i) the Company's ability to
comply with the DIP to Exit Facility, (ii) the Company's ability
to revise and implement its business plan, (iii) confirmation of
a plan of reorganization under the Bankruptcy Code, (iv) the
Company's ability to achieve profitable operations after such
confirmation, and (v) the Company's ability to generate
sufficient cash from operations to meet its obligations.

Service Merchandise has an exclusive right to submit a plan of
reorganization to the Bankruptcy Court through January 31, 2002.

Management believes that the anticipated plan of reorganization,
as it is being developed and subject to approval of the
Bankruptcy Court, along with cash provided by the DIP to Exit
Facility and operations, will provide sufficient liquidity to
allow the Company to continue as a going concern; however, there
can be no assurance that the sources of liquidity will be
available or sufficient to meet the Company's needs. A plan of
reorganization could materially change the amounts currently
recorded in the Company's consolidated financial statements.

For the three quarters ended April 1, 2001, the Company, on
sales of $199,129,000 had a net loss of $48,626,000. In the same
three quarter period ended April 2, 2000, the Company, on sales
of $343,029,000 had a net loss of $38,386,000.

The Company continues to review its business strategy, which may
include additional store closings, changes in merchandise
assortments, changes in distribution networks and overhead
costs. The Company is also considering various options with
respect to its Executive Security Plan and its Savings and
Investment Plan, which may include reinstatement, amendments,
termination or substitution of such plans, among other things.
The Company has historically incurred a net loss for the first
three quarters of the year because of the seasonality of its
business. The results of operations for the three periods ended
April 1, 2001 and April 2, 2000 are not necessarily indicative
of the operating results for an entire fiscal year.


SINGING MACHINE: CEO Edward Steele Owns 14% Of Stock
----------------------------------------------------
Edward Steele, Chief Executive Officer and Director of the
Sining Machine Company, beneficially owns 664,924 shares of the
Company's common stock, representing 14.0% of the outstanding
common stock of the Company. Mr. Steele exercises sole voting
and dispositive power over the shares.

On May 12, 1999, Mr. Steele purchased 2 units from the Singing
Machine in a private offering. The purchase price for each unit
was $27,500. Each unit consisted of 20,000 shares of the Singing
Machine's preferred stock and 4,000 warrants with an exercise
price of $2.00 per share. Each share of preferred stock could be
converted into one share of the Singing Machine's common stock
at any time after issuance. Each shares of preferred stock
automatically converted into one (1) share of the Singing
Machine's common stock on April 1, 2000. Each warrant was
exercisable at any time after issuance and expires on April 1,
2001.

Mr. Steele received a loan from the Singing Machine to purchase
2 units for $55,000. The note bears interest at the rate of 9%
per annum and matured on June 30, 2000, which note was extended
until June 28, 2001. Interest has been paid on the note through
June 28, 2000. The note is secured by the securities comprising
the private placement units.

On June 28, 1999, the Singing Machine issued 200,000 shares of
its common stock to Mr. Steele in consideration for his personal
guaranty of the Singing Machine's credit facilities with EPK
Financial.  On December 9, 1998, Mr. Steele received an option
to purchase 350,000 shares of the Company's common stock at an
exercise price of $.43 per share. Fifty percent of these options
were exercisable on December 9, 1999 and 50% were exercisable on
December 9, 2000. These options expire on December 9, 2003.
On June 25, 1999, Mr. Steele received an option to purchase
30,000 shares of the Company's common stock at an exercise price
of $1.66 per share. Half of these options vested on August 1,
1999 and half on December 1, 1999. All of these options expire
on June 25, 2004.

In September 2000, Mr. Steele received an option to purchase
200,000 shares of the Singing Machine's common stock at an
exercise price of $3.06 per share. Half of these options vest on
December 1, 2001 and half on December 1, 2002. The options all
expire on December 1, 2006.

On September 25, 2001, Mr. Steele received an option to purchase
10,000 shares of the Singing Machine's common stock at an
exercise price of $3.06 per share. These options are immediately
exercisable and expire on September 5, 2006.

Mr. Steele acquired the securities for investment purposes.
On March 19, 1999, Mr. Steele purchased 18,000 shares in the
open market at a price of $.50 per share; on April 19, 1999, Mr.
Steele purchased 21,468 shares in the open market at a price of
$.20 per share; on March 30, 2000 Mr. Steele purchased 10,000
shares in the open market at a price of $4.31 per share; on
August 2, 2000, Mr. Steele purchased 200 shares in the open
market at a price of $2.97 per share; on November 9, 2000, Mr.
Steele purchased 100 share in the open market at a price of
$4.75 per share; on December 1, 2000, Mr. Steele purchased 100
shares in the open market at a price of $4.00 per share; and on
December 19, 2000, Mr. Steele purchased 100 shares in the open
market at a price of $3.94 per share. In April 2000, Mr. Steele
sold 12,500 shares in the open market at a price of $5.00 per
share; in April 2000, Mr. Steele sold 14,000 shares in the
open market at a price of $4.50 per share; in October 2000, Mr.
Steele sold 7,000 shares in the open market at a price of $4.27
per share and 3,000 shares at $4.00 per share.


SINGING MACHINE: CFO John Klecha Discloses 9.5% Equity Stake
------------------------------------------------------------
John Klecha, Chief Financial Officer and Director of the Singing
Machine Company beneficially owns 545,074 shares of the common
stock of the company, with sole voting and dispositive powers.
The share held represent 9.5% of the outstanding common stock of
the Company.

On May 12, 1999, Mr. Klecha purchased 6 units from the Singing
Machine in a private offering. The purchase price for each unit
was $27,500. Each unit consisted of 20,000 shares of the Singing
Machine's preferred stock and 4,000 warrants with an exercise
price of $2.00 per share. Each share of preferred stock could be
converted into one share of the Singing Machine's common stock
at any time after issuance. Each shares of preferred stock
automatically converted into one (1) share of the Singing
Machine's common stock on April 1, 2000. Each warrant was
exercisable at any time after issuance and expired on April 1,
2001.

Mr. Klecha paid the purchase price for 4 units, $110,000, with
personal funds. Mr. Klecha received a loan from the Singing
Machine to purchase 2 units for $55,000. The note bears interest
at the rate of 9% per annum and matured on June 30, 2000, which
note was extended until June 28, 2001. Interest has been paid on
the note through June 28, 2000. The note is secured by the
securities comprising the private placement units.

On June 28, 1999, the Singing Machine issued 150,000 shares of
its common stock to Mr. Klecha in consideration for his personal
guaranty of the Singing Machine's credit facilities with Main
Factors and EPK Financial.

On January 18, 2000, Mr. Klecha exercised an option to acquire
50,000 shares of the Company's common stock at an exercise price
of $.43 per share. Mr. Klecha paid the purchase price of these
shares with personal funds.

On December 9, 1998, Mr. Klecha received an option to purchase
100,000 shares of the Company's common stock at an exercise
price of $.43 per share. Fifty percent of these options were
exercisable on December 9, 1999 and 50% were exercisable on
December 9, 2000. These options expire on December 9, 2003.

On June 25, 1999, Mr. Klecha received an option to purchase
39,000 shares of the Company's common stock at an exercise price
of $1.66 per share. Half of these options vested on August 1,
1999 and half on December 1, 1999. All of these options expire
on June 25, 2004.

In September 2000, Mr. Klecha received an option to purchase
190,000 shares of the Company's common stock at an exercise
price of $3.06 per share. Half of these options vest on December
1, 2001 and half on December 1, 2002. The options all expire on
December 1, 2006.

On September 25, 2001, Mr. Klecha received an option to purchase
10,000 shares of the Company's common stock at an exercise price
of $3.06 per share. These options are immediately exercisable
and expire on September 5, 2006.

Mr. Klecha acquired the securities for investment purposes.
April 19, 1999, Mr. Klecha purchased 21,467 shares in the open
market at a price of $.20 per share; on April 28, 1999, Mr.
Klecha purchased 8,000 shares in the open market at a purchase
price of $2.06 per share; on June 3, 1999, Mr. Klecha purchased
2,000 shares in the open market at a price of $1.66 per share;
on February 28, 2000, Mr. Klecha purchased 700 shares in the
open market at a purchase price of $3.25 per share; in September
2000, Mr. Klecha purchased 600 shares in the open market at a
purchase price of $3.00 per share; on September 21, 2000, Mr.
Klecha exercised a warrant to purchase 4,000 shares of the
Company's common stock at an exercise price of $2.00 per share
and on March 22, 2001, Mr. Klecha purchased 500 shares in the
open market at a price of $4.75 per share.


UNITED SHIPPING: Obtains Waivers of Debt Covenant Defaults
----------------------------------------------------------
United Shipping & Technology Inc., (Nasdaq:USHP), is pleased to
announce that the Company has reached an agreement with its
revolving note holder regarding increased availability under the
Company's revolving note. Mark Ties, US&T's chief financial
officer commented, "This increased financing availability
complements our restructuring plan and profitability through
integration initiatives outlined in our recent release of third
quarter 2001 results." The agreement was facilitated by a
guarantee from the firm's largest shareholder, TH Lee.Putnam
Internet Partners, LP.

As a result of this agreement, the Company received waivers of
default and amended terms and covenants that existed under the
various financing facilities as of March 31, 2001, and as was
detailed in the Company's third quarter, 2001 filing of Form 10-
QSB on May 21, 2001.

The Company may require additional financing to meet its
operating needs as set forth in the above mentioned Form 10-QSB,
and as a result, the Company will continue on-going
conversations with other lenders and sources of capital.

              About United Shipping & Technology

US&T, through its subsidiary Velocity Express Inc., is the
largest nationally integrated supplier of same-day delivery and
logistics services in North America, providing customized
transportation services to key Fortune 500 companies and others
across several vertical industries including: financial
institutions; healthcare; petrochemical; computers and
electronics; and e-commerce. Among the company's customers are
Bank of America, McKesson Corporation, BP Amoco and Dow
Chemical. The company offers customized delivery solutions for
same-day, time-critical shipping through a network of
approximately 11,500 employees and independent contractors,
10,000 vehicles and 210 facilities.

US&T's mission is to grow market share by providing a higher
level of service and logistical support to customers through the
use of sophisticated and proprietary advanced technology, while
at the same time bringing a new dimension to interactive
commerce and information retrieval. For more information, visit
the company's Web site at www.u-s-t.com.


VENCOR INC.: Opts To Assume Hyperbaric Management's Contract
------------------------------------------------------------
As reported, Vencor, Inc. sought and obtained the Court's
authority to reject the contract between Debtor Transitional
Hospital Corporation of Nevada d/b/a THC Las Vegas (THCLV) and
Hyperbaric Management Systems, Inc. (HMS) because participation
in the HMS Contract has resulted in losses to THCLV, with no
corresponding benefit received by THCLV or Vencor Hospital - Las
Vegas.

The HMS Contract pertains to HMS' provision of certain
hyperbaric healing services to THCLV inpatients and outpatients
within the context of a Wound Healing Center established at
THCLV's Las Vegas medical facility (Vencor Hospital - Las
Vegas). THCLV was to provide space, utilities, staffing and
to bill patients for hyperbaric services at certain rates.

However, with respect to Vencor's rejection of the contract, HMS
filed a rejection claim in excess of $9 million which was much
more than the amount expected by the Debtors.

The Debtors disputed the validity and amount of the Rejection
Claim and have attempted to negotiate a consensual resolution of
the Rejection Claim with HMS but to no avail. In light of this,
the Debtors reevaluated the cost/benefit analysis with respect
to the HMS Contract.

As a result, the Debtors have determined, in their business
judgment, to assume the HMS Contract because the cost of
performance under the contract could be less than the potential
liability for damages due to the rejection of it and the Debtors
would retain their ability to continue to obtain revenues from
the contract. Moreover, while the Debtors disputed the validity
of the asserted rejection damages, potential litigation of the
amount of rejection damages, as with any litigation, would be
costly and uncertain. As previously reported, the Debtors' cost
of performing under the HMS Contract has historically been
$20,000 per month. Therefore, after weighing the costs of
performing under the HMS Contract against the potential
liability for rejection damages, the Debtors have determined
that the proposed assumption of the HMS Contract is more
economical and beneficial to their estates. (Vencor Bankruptcy
News, Issue Nos. 26 & 30; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


W.R. GRACE: Asbestos Claimants Retain Tersigni As Accountant
------------------------------------------------------------
The Asbestos Personal Injury Claimants Committee in W. R. Grace
& Co.'s chapter 11 cases asked Judge Farnan to approve their
employment of L. Tersigni Consulting PC as accountant and
financial advisor to the Committee. Loreto T. Tersigni averred
that Tersigni 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 Tersigni has no connection to the
Debtor, its creditors, or its related parties. However, Tersigni
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, Tersigni will
supplement its disclosure to the Court.

Tersigni provides expert services regarding accounting,
financial and valuation matters in bankruptcy and litigation-
related matters. The services that Tersigni will perform for the
Committee include:

      (a) Development of oversight methods and procedures so as
to enable the Committee to fulfill its responsibilities to
monitor the Debtors' affairs;

      (b) Interpretation and analysis of financial materials,
including accounting, tax, statistical, financial and economic
data regarding the Debtors and other relevant parties;

      (c) Analysis and advice regarding additional accounting,
financial, valuation and related issues that may arise in the
course of these proceedings.

Tersigni will be compensated on an hourly basis to be paid by
the Debtor. Mr. Tersigni's hourly rate is $295, while the other
professionals that Tersigni will employ, if needed, will be
compensated on the basis of an hourly rate schedule of:

          Managing Director Level    $395
          Director Level             $300
          Senior Manager Level       $275
          Manager Level              $225
          Professional Staff Level   $150-175
          Paraprofessional Level     $ 75

Mr. Tersigni disclosed that, for the period beginning October
16, 2000, through December 31, 2000, Mr. Tersigni provided
services to the Committee through his former firm, Goldstein
Golub Kessler LLP, a partnership of certified public accountants
in which Mr. Tersigni was a principal. GGK maintains offices at
1185 Avenue of the Americas, Suite 500, New York, New York. Mr.
Tersigni assured the Committee that Tersigni will remit to GGK
any portion of the fees generated by services rendered during
that period that are payable to GGK.

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


WEBLINK WIRELESS: Files Chapter 11 Petition in N.D. Texas
---------------------------------------------------------
WebLink Wireless, Inc. (OTC Bulletin Board: WLNKA) announced it
has filed a petition for reorganization under Chapter 11 of the
federal bankruptcy laws in the U.S. Bankruptcy Court for the
Northern District of Texas. The case has been assigned to the
court of Judge Steven A. Felsenthal. As previously disclosed,
the Company plans to utilize the Chapter 11 process to convert
its high yield notes (totaling approximately $470 million in
accreted value) into equity. The Company has senior secured debt
of approximately $89 million, none of which is anticipated to be
converted to equity in any reorganization.

Protection under Chapter 11 should allow the Company to continue
to operate its business in the normal course while it
restructures its debt. On May 14, 2001 WebLink Wireless
announced first quarter operating results, including strong
growth in its Wireless Data Division and continued decline in
its Traditional Paging Division. Wireless Data revenues were up
50% from the prior quarter and Consolidated EBITDA improved $4.9
million over the prior quarter to $1.1 million. In the first
quarter the Company added 123,332 Wireless Data subscribers.

The Company has received a commitment from some of its principal
noteholders for the provision of $25 million of debtor in
possession financing for operations during the Chapter 11
process with up to another $20 million to be made available to
the Company at the discretion of the noteholders upon a
successful reorganization and exit from Chapter 11. The Company
is also discussing a proposed debtor-in-possession facility with
its senior lenders. Availability of funds under either proposal
would be subject to the execution of definitive agreements,
approval of the bankruptcy court, and continued compliance with
financial and other covenants as well as satisfaction of certain
other conditions.

The Company has not yet filed a plan of reorganization in its
Chapter 11 proceeding. There can be no assurance that the
funding necessary to satisfy the Company's cash requirements
will become available or that it will be available on a timely
basis, that the Company will be able to successfully reorganize
in Chapter 11, or that the Company's existing common stock will
have any value following the Chapter 11 reorganization.

WebLink Wireless, Inc. is a leader in the wireless data
industry, providing wireless email, wireless instant messaging,
information on demand and traditional paging services throughout
the United States. The Company's nationwide 2-way network is the
largest of its kind reaching approximately 90 percent of the
U.S. population and, through a strategic partnership, extends
into Canada. The Dallas-based company, which serves more than 2
million customers, recorded total revenues of $290 million for
the year ended Dec. 31, 2000. For more information, visit the
website at www.weblinkwireless.com.


WEBLINK WIRELESS: Chapter 11 Case Summary
-----------------------------------------
Debtor: Weblink Wireless, Inc.
         dba Pagemart, Inc.
         dba Pagemart Wireless, Inc.
         3333 Lee Pkwy., #100
         Dallas, TX 75219

Chapter 11 Petition Date: May 23, 2001

Court: Northern District of Texas

Bankruptcy Case No.: 01-34275

Judge: Steven A. Felsenthal

Debtor's Counsel: Michael A. McConnell, Esq.
                   Winstead, Sechrest & Minick
                   5400 Renaissance Tower
                   1201 Elm St.
                   Dallas, TX 75270
                   214-745-5400


WHX CORPORATION: Stockholders To Meet On July 9 In Wilmington
-------------------------------------------------------------
The annual stockholders' meeting of WHX Corporation will be held
on Monday, July 9, 2001 at the Dupont Hotel, 11th; Market
Streets, Wilmington, Delaware 19801 at 11:00 a.m. At the
meeting, stockholders will hear an update on the Company's
operations, have a chance to meet some of the Company's
directors and executives, and will act on the following matters:

      (1) To elect three (3) class II directors to a three-year
          term;

      (2) To adopt the 2001 Stock Option Plan;

      (3) To approve an amendment to the 1991 Incentive and
          Nonqualified Stock Option Plan whereby the term of the
          1991 Option Plan is extended until September 23, 2006,
          the definition of persons eligible to receive grants of
          options under the 1991 Option Plan is expanded and
          certain other administrative matters are amended;

      4) To ratify the appointment of PricewaterhouseCoopers LLP
         as independent accountants for fiscal 2001; and

      5) Any other matters that properly come before the meeting.

Only stockholders of record at the close of business on May 14,
2001 will be entitled to vote at the annual meeting.


BOND PRICING: For the week of May 29 - June 1, 2001
---------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/4 '05              17 - 20 (f)
Amresco 9 7/8 '05                    57 - 59
Arch Communications 12 3/4 '07       20 - 23
Asia Pulp & Paper 11 3/4 '05         21 - 25 (f)
Chiquita 9 5/8 '04                   63 - 65 (f)
Friendly Ice Cream 10 1/2 '07        45 - 50
Globalstar 11 3/8 '04                 7 - 8 (f)
Level III 9 1/8 '04                  65 - 67
PSI Net 11 '09                       10 - 12 (f)
Revlon 8 5/8 '08                     51 - 53
Trump AC 11 1/4 '06                  65 - 67
Weirton Steel 10 3/4 '05             37 - 39
Westpoint Stevens 7 7/8 '05          48 - 52
Xerox 5 1/4 '03                      83 - 85

                            *********

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

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

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

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

                           *********

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

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

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

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

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

                      *** End of Transmission ***