TCR_Public/010530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 30, 2001, Vol. 5, No. 105

                             Headlines

ALLIS CHALMERS: Munawar Hidayatallah Holds Majority Stake
ARCH WIRELESS: S&P's Debt Ratings Fall to Junk Levels
ARMSTRONG WORLD: Court Fixes August 31 Claims Bar Date
BIG BUCK: Receives Notice of Non-Compliance from Nasdaq
BLUE ZONE: Nasdaq Plans To Delist Shares On June 6, 2001

BRIDGE INFORMATION: Deadline For Filing Claims Is June 29
BRIDGE INFORMATION: Dow Jones & AFP Signal Bids for News Unit
CANNON EXPRESS: Involuntary Chapter 7 Case Filed in Arkansas
CANNON EXPRESS: Chapter 7 Involuntary Case Summary
COOKER RESTAURANT: Files For Chapter 11 Protection in S.D. Ohio

COOKER RESTAURANT: Chapter 11 Case Summary
EAGLE FOOD: Shareholders To Meet On June 27 In Milan, Illinois
FINOVA GROUP: Considers GE & Goldman's Restructuring Proposal
FRUIT OF THE LOOM: BofA Opposes Move To Stay Confirmation
GENESIS HEALTH: Resolves Claims Dispute With John W. Bartle

GLOBAL HEALTH: NBTY Acquires Assets for $40 Million in Cash
GOLDEN STAR: Stockholders To Convene In Toronto On June 27
HARNISCHFEGER: Summary Of The Order Confirming Chapter 11 Plan
HEILIG-MEYERS: Plans to Liquidate John Smyth's Stores Inventory
HOOKMEDIA: Proposed Asset Sale Postponed Until June 25

HOOKT.COM: Files Chapter 11 Petition in S.D. New York
HOOKT.COM: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED HEALTH: Blue Cross Presses For Decision On Contract
LOEWEN GROUP: Rejecting Three Property Leases in Indianapolis
MARKETING SPECIALISTS: S&P Cuts Ratings to D Due To Bankruptcy

MARKETING SPECIALISTS: Case Summary & 20 Largest Creditors
MAXICARE: California Subsidiary Files for Bankruptcy Protection
MONEY'S FINANCIAL: Committee Taps Neligan Andrews as its Counsel
NETSOL INT'L: Current Board Balks At Election of New Directors
PACIFIC GAS: Says 97% Of Qualifying Facilities Are Back On Line

PEERCE'S PLANTATION: Bankrupt Restaurant's Auction is on June 14
PLIANT SYSTEMS: Court Okays Proposed Asset Sale Procedures
RBX CORPORATION: Plan Confirmation Hearing Set For June 12
RHYTHMS NETCONNECTIONS: Shares Kicked Off Nasdaq, Now On OTCBB
RITE AID: Schedules Annual Shareholders' Meeting On June 27

VENCOR INC.: ComEd Obtains Stay Relief To Assert Insured Claims
W.R. GRACE: Asbestos Claimants Retain Caplin As Lead Counsel
WINSTAR COMM: Wants To Sell Project-Based Consultant Business
XPEDIOR INC.: Technical Portal Developer Files for Chapter 11

* Meetings, Conferences and Seminars

                             *********

ALLIS CHALMERS: Munawar Hidayatallah Holds Majority Stake
---------------------------------------------------------
Munawar H. Hidayatallah holds 4,375,000 shares of the common
stock of Allis Chalmers Corporation with sole voting and
dispositive powers; 1,165,351 shares with shared voting power;
zero shares with shared dispositive power. The aggregate amount
held is 9,992,351 shares, representing 86.2% of the outstanding
common stock of Allis Chalmers.

Saeed M. Sheikh holds 960,000 shares of the Company's common
stock with sole voting power; 1,000,000 shares with sole
dispositive power; 40,000 shares with shared voting power; and
no shared dispositive power.

Both gentlemen are U. S. Citizens. Mr. Munawar H. Hidayatallah's
business address is in Los Angeles, CA. and Mr. Saeed M. Sheikh
operates with Star Trading & Marine, Inc. operates out of
Washington, D.C.

Mr. Hidayatallah is the Chief Executive Officer, President and
Chairman of the Board of Allis Chalmers, and Mr. Saeed M. Sheikh
is the President of Star Trading & Marine, Inc., a shipping and
freight forwarding company.

Mr. Hidayatallah and Mr. Sheikh each disclaim beneficial
ownership of the Securities reported as beneficially owned other
than the securities owned directly by each.

Each acquired their interest in the common stock of the Company
under the terms of an Agreement and Plan of Merger dated May 9,
2001.

On May 9, 2001, OilQuip Rentals, Inc., a Delaware Corporation,
was merged with and into Allis-Chalmers Acquisitions Co., a
Delaware Corporation, and a wholly owned subsidiary of Allis
Chalmers. The purpose of the Merger was to combine the
operations of OilQuip and Allis Chalmers. OilQuip, through its
subsidiary Mountain Compressed Air, Inc., provides air drilling
services for the exploration and production of natural gas in
the United States. Prior to the Merger, Allis Chalmers operated
one active subsidiary, Houston Dynamic Service, Inc., an
equipment repair and remanufacture facility located in Houston,
Texas. Allis Chalmers intends to investigate acquisition
opportunities in the natural gas exploration and drilling
industry and intends to use Houston Dynamic Service as a
centralized fabrication and machining facility for its
operations. Mr. Hidayatallah and Mr. Sheikh owned 53.3% of the
common stock of OilQuip.

Prior to the Merger Allis Chalmers had outstanding 1,588,128
shares of Common Stock. Pursuant to the Merger Agreement, that
Company issued 275,000 shares of Common Stock to Mr.
Hidayatallah and Mr. Sheikh and agreed to issue an additional
5,160,000 shares on the date the Certificate of Incorporation of
Allis Chalmers is amended to authorize the issuance of such
shares.

Allis Chalmers has agreed to use its best efforts to effect the
Amendment at the earliest practical date. Pursuant to the Merger
Agreement, all but four of the existing directors of Allis
Chalmers resigned and Mr. Hidayatallah, Mr. Sheikh and Professor
Philip David were appointed as directors of the Company. In
addition, Mr. Hidayatallah was appointed Chairman of the Board
of Directors, President and Chief Executive Officer of Allis
Chalmers. Mr. Hidayatallah negotiated the Merger on behalf of
OilQuip and proposed the appointment of Mr. Sheikh and Dr. David
to the Board of Directors of the Company. Mr. Hidayatallah
intends to nominate Howard S. Lorch to become a Director at the
next meeting of shareholders of the Company.

Mr. Hidayatallah and Mr. Sheikh acquired the shares of Common
Stock as an investment. Shareholders of Allis Chalmers holding
1,167,351, or 58.7% of the outstanding Common Stock have granted
proxies to Mr. Hidayatallah to approve the Amendment. The
Agreement and Proxy will expire upon the effectiveness of the
Amendment, and thus will not apply to the Common Stock issued
after the Amendment Date.

In connection with the Merger, Colebrooke Investments Limited,
Mr. Sheikh and the two largest shareholders of the Company
existing prior to the Merger, the Pension Benefit Guarantee
Corporation and AL-CH Company, L.P., entered into an Agreement
and Proxy pursuant to which each of the parties to the agreement
granted to Mr. Hidayatallah a proxy to vote all Common Stock
owned by them in favor of the Amendment. The aggregate number of
shares of the Common Stock owned by Mr. Hidayatallah and subject
to proxies granted to Mr. Hidayatallah is 1,342,351 shares,
which constitutes approximately 67.5% of the outstanding Common
Stock. The proxies will expire on the Amendment Date.

In connection with the Merger Agreement, Mr. Hidayatallah, Mr.
Sheikh and Colebrooke entered into a Share Transfer Restriction
Agreement, pursuant to which each shareholder agreed not to
transfer more than 20% of the Common Stock received by each
shareholder pursuant to the Merger Agreement within one year
following the effective date of the Merger.


ARCH WIRELESS: S&P's Debt Ratings Fall to Junk Levels
-----------------------------------------------------
Standard & Poor's lowered its ratings on Arch Wireless Inc. and
its subsidiaries.  The ratings remain on CreditWatch with
negative implications, where they were placed April 10, 2001.

The downgrade follows Arch's recent filing with the Securities
and Exchange Commission (SEC) of a plan to either exchange its
outstanding senior notes with a package of debt and equity at a
significant discount to the face value of the notes, or possibly
file for prepackaged bankruptcy. Standard & Poor's views the
plan as equivalent to a default since the notes would be
exchanged for new securities at a value substantially less than
par. Upon receipt of approval from noteholders and the SEC of
such an exchange, the corporate credit rating for Arch Wireless
and related entities would be revised to 'SD' (selective
default) and the affected securities ratings would be revised to
'D'.

Arch is the largest paging/messaging services provider in the
U.S., with more than 13 million subscribers and a 40% market
share. The company's business plan includes remaining focused on
providing paging/messaging services and aggressively rolling out
advanced two-way services such as short messaging, E-mail, and
limited Internet access to offset declines in its traditional
one-way business. Strong competition from mobile wireless
(cellular/PCS) and a slowing U.S. economy are two factors that
are having a negative impact on the company.

Ratings Lowered And Remaining On Credit Watch With Negative
Implications:

      Arch Wireless Inc.                        To     From
           Corporate credit rating              CC     CCC+
           Senior secured bank loan             CC     CCC+
           Senior unsecured debt                C      CCC-
           Shelf registration:
             Senior unsecured debt (Prelim.)    C      CCC-
             Preferred stock (Prelim.)          C      CCC-

      Arch Wireless Communications Inc.
           Corporate credit rating              CC     CCC+
           Senior unsecured debt                C      CCC-

      Arch Wireless Holdings Inc.
           Corporate credit rating              CC     CCC+
           Senior secured bank loan             CC     CCC+


ARMSTRONG WORLD: Court Fixes August 31 Claims Bar Date
------------------------------------------------------
By order of Judge Joseph J. Farnan, U.S. Bankruptcy Court,
District of Delaware, on April 18, 2001, the court established
August 31, 2001 at 5:00 PM as the last date and time for each
person or entity to file a proof of claim  against the debtors,
Armstrong World Industries, Inc., Nitram Liquidators, Inc. and
Desseaux Corporation of North America.


BIG BUCK: Receives Notice of Non-Compliance from Nasdaq
-------------------------------------------------------
Big Buck Brewery & Steakhouse, Inc. (Nasdaq: BBUC) announced
that it has received a letter from Nasdaq indicating that Big
Buck no longer complies with the $1.00 minimum bid price
requirement stated in Marketplace Rule 4310(c)(4).

Big Buck has until August 20, 2001, ninety calendar days, to
regain compliance with this rule, which would require Big Buck's
common stock to achieve a bid price of $1.00 or more for a
minimum of 10 consecutive trading days during that period. If
Big Buck fails to meet this requirement, its securities will
become subject to delisting from the Nasdaq SmallCap Market, at
which time Big Buck could appeal the delisting to a Nasdaq
Listing Qualifications Panel.

If Big Buck's securities do not continue to be listed on the
Nasdaq SmallCap Market, trading, if any, would be conducted in
the over-the-counter market in the so-called "pink sheets" or on
the OTC Bulletin Board, which was established for securities
that do not meet the Nasdaq Stock Market listing requirements.
Consequently, selling Big Buck's securities would be more
difficult because smaller quantities of securities could be
bought and sold, transactions could be delayed, and security
analyst and news media coverage of Big Buck may be reduced.
These factors could result in lower prices and larger spreads in
the bid and ask prices for Big Buck's securities. There can be
no assurance that Big Buck securities will continue to be listed
on the Nasdaq SmallCap Market.

                      About Big Buck

Big Buck develops and operates microbrewery/restaurants under
the name "Big Buck Brewery & Steakhouse." Big Buck currently
operates one unit in each of the following cities in Michigan:
Gaylord, Grand Rapids and Auburn Hills. In addition, Big Buck
opened a fourth unit in Grapevine, Texas, a suburb of Dallas, in
August 2000. This unit is owned and operated by Buck & Bass,
L.P. pursuant to Big Buck's joint venture agreement with Bass
Pro Outdoor World, L.L.C. Subject to obtaining the necessary
financing, Big Buck plans to open its next unit in Nashville,
Tennessee, adjacent to the Grand Ole Opry.


BLUE ZONE: Nasdaq Plans To Delist Shares On June 6, 2001
--------------------------------------------------------
Blue Zone, Inc. (Nasdaq: BLZN), the interactive broadcast
solutions company, announced that it has received a Staff
Determination from the Nasdaq Stock Market stating that its
common stock will be delisted from the Nasdaq Smallcap Market,
effective on the open of business on June 6, 2001.

The Staff Determination is a result of Blue Zone's failure to
meet Nasdaq's continued listing requirements pursuant to Nasdaq
Marketplace Rule 4310(c)(4). In its notice to the Company,
Nasdaq informed Blue Zone that it had failed to maintain a
minimum bid price of at least $1.00 per share in accordance with
said rule.

The Company intends to file an appeal and request a hearing
before the Nasdaq Listing Qualifications Panel to review the
Staff Determination and to present the Company's plan to regain
compliance for continued listing. Until the Panel reaches its
decision, Blue Zone's common stock will remain listed and will
continue to trade on the NASDAQ Smallcap Market. There can be no
assurance that the Panel will grant the Company's request for
continued listing. In the event the Panel determines to delist
the Company's common stock, the Company's common stock may
continue to trade on the OTC Bulletin Board's electronic
quotation system.

                      About Blue Zone

Blue Zone makes you interactive. A global leader, Blue Zone has
delivered solutions for convergence, interactivity and content
management for more than ten years. The company's MediaBZ(TM)
software is the definitive content management and convergence
publishing solution, enabling you to create, manage and cross-
publish interactive content to multiple platforms from a Web-
based interface. Blue Zone's clients - including Canada's number
one news organization CTV - use MediaBZ to unite and enhance
video, audio, Web and print content, together with interactive
advertising and e-commerce. With MediaBZ, content is published
simultaneously to traditional television, interactive
television, the Web, personal digital assistants, cell phones
and other WAP-enabled devices. Convergence is here,
http//www.bluezone.net


BRIDGE INFORMATION: Deadline For Filing Claims Is June 29
---------------------------------------------------------
June 29, 2001 is fixed as the last day by which all creditors of
Bridge Information Systems, Inc. who have not already filed
proofs of claim must file with the Court proofs of claim
(Original PLUS one copy) against the Debtors. A copy of the
Proof of Claim Form which should be utilized in these
proceedings is attached as Exhibit A and should be used by all
Creditors. A Proof of Claim form may be obtained at any
bankruptcy clerk's office or from the Court's web site at
http://www.moeb.uscourts.gov.Alternative proof of claim forms
may be used, provided that all alternative forms shall be in
substantial conformity with the Official Proof of Claim Form.

Proofs of Claim must be filed with an Original PLUS one copy of
each separate proof of claim. If less than the requisite number
of copies are filed, they shall nonetheless be accepted for
filing. They shall be mailed to and received by:

           Bridge Claims Clerk
           United States Bankruptcy Court
           P. O. Box 8890
           St. Louis, Missouri 63101

on or before June 29, 2001.

      * The original claim must be two-hole punched at the top
and marked in the upper-right hand corner, "ORIGINAL."

      * The copy must be marked in the upper-right hand corner,
"Debtors."

      * If a creditor requests an acknowledgment copy of the
proof of claim, an additional copy of the proof of claim along
with a self-addressed, postage prepaid return envelope
shall be submitted.

Each claim must specifically state the name of each Debtor
against which such claim is asserted and the case number of the
Debtor against which such claim is asserted. Claims in foreign
currency must state the amounts claimed in such foreign currency
and must also convert each such amount to United States Dollars
as of February 15, 2001. If claims are to be asserted against
more than one of the Debtors, a separate, original (with
appropriate copies) of each proof of claim must be filed in each
case in which a claim is asserted. Multiple Debtor Claims may
not be filed in a single proof of claim.

ANY CLAIM AGAINST ANY OF THE DEBTORS THAT IS NOT FILED IN
ACCORDANCE WITH THE BAR ORDER ON OR BEFORE JUNE 29, 2001 SHALL
BE BARRED, AND THE DEBTORS AND THEIR ESTATES SHALL BE RELEASED
FROM ANY AND ALL INDEBTEDNESS OR OTHER LIABILITY TO THE HOLDER
OF EACH SUCH CLAIM AS CLAIM IS DEFINED IN 11 U.S.C. 101(5), IN
THESE CHAPTER 11 PROCEEDINGS. HOLDERS OF SUCH BARRED CLAIMS
SHALL BE FORECLOSED FROM VOTING UPON OR RECEIVING DISTRIBUTION
UNDER ANY PLAN OR PLANS OF REORGANIZATION IN THESE CASES.

THE FOLLOWING CREDITORS NEED NOT FILE PROOFS OF CLAIM AT THIS
TIME:

      (a) Any creditor whose claim is listed in the Schedules of
Assets and Liabilities of the Debtors filed with the Court on or
about March 7, 2001 (or any amendments to such Schedules), and
whose claim in not listed as "contingent," "unliquidated" or
"disputed" and who does not dispute the classification and
scheduled amount of its claim;

      (b) Any creditor who has filed a proof of claim and which
proof of claim the creditor does not seek to change;

      (c) Any creditor whose claim is allowable under section
507(a)(1) of the Bankruptcy Code as an expense of administration
of the Debtors' chapter 11 cases. Holders of delinquent post-
petition claims, if any, against the Debtors should file an
appropriate application with the Court;

      (d) Any creditor whose claim has been paid or otherwise
satisfied pursuant to authorization of the Bankruptcy Court;

      (e) Any creditor whose claim is pursuant to the Debtor-in-
Possession Financing Agreement and Facility;

      (f) Any creditor whose claim is by any of the Debtors or
any affiliate of the Debtors against one or more of the other
Debtors, which such claim shall be reflected on the Schedules;

      (g) Any creditor whose claim has been allowed or disallowed
by order of this Court.

      (h) Any environmental claims of any governmental unit that
relate to properties currently owned by any of the Debtors.

      (i) Claims of any bondholder for those amounts outstanding
under a particular bond need not be filed separately by the
bondholder since the Indenture Trustee for each bond issue is
authorized to file a proof of claim with respect to all amounts
outstanding under the bonds of that issue.

Any creditor whose claim arises out of the rejection by the
Debtor of an executory contract or unexpired lease or a judgment
entered against the creditor pursuant to an action under Chapter
5 of the Bankruptcy Code must file its claim by the later of (i)
June 29, 2001; or (ii) within 30 days after entry of an order
approving the rejection.

ANY CREDITOR WHO HAS ALREADY FILED WITH THE COURT A PROOF OF
CLAIM NEED NOT FILE A DUPLICATE PROOF OF CLAIM.

In the event any Debtor amends its Schedules of Assets and
Liabilities subsequent to the date hereof to reduce or
reclassify as "contingent," "unliquidated" or "disputed," any
claim, such Debtor shall give written notice of such amendment
to the holder of the claim affected thereby, which holder shall
be afforded an extension of 30 days from the date on which such
notice is given to file or amend a proof of claim, if necessary,
or be forever barred from so doing.

THE PROVISIONS OF THE BAR ORDER APPLY TO ALL CLAIMS OF WHATEVER
CHARACTER OR NATURE AGAINST ANY DEBTOR OR ITS PROPERTY, WHETHER
SECURED OR UNSECURED, LIQUIDATED OR UNLIQUIDATED, FIXED OR
CONTINGENT. (Bridge Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BRIDGE INFORMATION: Dow Jones & AFP Signal Bids for News Unit
-------------------------------------------------------------
Dow Jones & Co. and a unit of Agence France Presse (AFP) have
both expressed an interest in buying portions of the BridgeNews
unit of the troubled financial news and data company Bridge
Information Systems, according to Reuters. A Dow Jones
spokesperson confirmed interest in a customer contracts of the
energy and commodity news units of BridgeNews and said that its
bid is less than $1 million. A spokesperson for AFX News, a
subsidiary of AFP, was not available for comment.

Bridge spokesman Joel Weiden said that 35 different companies
have expressed interest in assets that have not already been
claimed by Bridge's competitor Reuters Group PLC, but declined
to name the companies. Bridge, which is currently operating
under chapter 11 bankruptcy protection, has been actively
seeking buyers for its news gathering unit BridgeNews, the
Telerate news and data service, its data processing business it
bought from Automatic Data Processing, and Bridge's interest in
Bridge DFS. (ABI World, May 25, 2001)


CANNON EXPRESS: Involuntary Chapter 7 Case Filed in Arkansas
------------------------------------------------------------
There has been an involuntary petition filed against Cannon
Express (Amex: AB) by unrelated third parties requesting that
Cannon Express be placed in bankruptcy under Chapter 7 of the
Bankruptcy code of the United States.

Cannon Express did not file for bankruptcy, and, as always,
continues to pay its legitimate obligations as they become due.

Cannon Express is confident that the court will agree that this
petition is without merit. The Company intends to pursue each of
the petitioners for any and all damages associated with what it
believes to be a frivolous filing.


CANNON EXPRESS: Chapter 7 Involuntary Case Summary
--------------------------------------------------
Alleged Debtor: Cannon Express Corp.
                 1457 E. Robinson Ave
                 Springdale, AR 72765

Involuntary Petition Date: May 22, 2001

Case Number: 01-80879             Chapter: 7

Court: Western District of Arkansas (Fayetteville)

Judge: Robert F. Fussell

Petitioners' Counsel: C. Duff Nolan, Jr., Esq.
                       Attorney at Law
                       P.O. Box 68
                       Stuttgart, AR 72160
                       870-673-3200

                             and

                       William G. Almand, Esq.
                       Hartsfield, Almand & Grisham
                       11101 Anderson Dr., Ste. 203
                       Little Rock, AR 72212
                       501-219-8500

Petitioners: Ed Bennett
              Farish Kincaid
              Felix Pruss


COOKER RESTAURANT: Files For Chapter 11 Protection in S.D. Ohio
---------------------------------------------------------------
The Cooker Restaurant Corporation (OTC Bulletin Board: CGRT) has
filed voluntarily for protection under Chapter 11 of the U.S.
Bankruptcy Code in the Southern District of Ohio, the state
where the Company was originally incorporated, and in which it
currently operates 25 full-service restaurants.

In making the announcement, Chairman and CEO Henry R.
Hillenmeyer noted, "We have sought protection under Chapter 11
because we acknowledge it allows us the best possible way to
restructure our finances while we continue our normal business
operations. We know The Cooker has a bright future, and that
this action will enable us to formulate and execute a plan that
will enable us to realize that future. We plan not just to
continue, but actually to escalate our efforts to upgrade our
famous made-from-scratch menu selections, to offer our guests
not only efficient and friendly service, but also incredible
VALUE for their dining out expenditures."

The Company currently operates "Cooker Bar & Grille" full-
service restaurants in Florida, Georgia, Indiana, Kentucky,
Michigan, North Carolina, Ohio, Pennsylvania, Tennessee and
Virginia. The restaurants offer a family- friendly, cozy
ambience, with menu selections that include a wide variety of
appetizers, soups, salads, entrees, sandwiches and desserts, as
well as a full beverage menu in most locations; a large
percentage of these items are actually prepared "from scratch"
daily, using original recipes and fresh ingredients. Portion
sizes are generous, service is prompt, friendly and efficient,
and The Cooker backs everything with its famous "100%
Satisfaction Guarantee".

Cooker is traded on the Over the Counter - Bulletin Board
(OTCBB) under the symbol CGRT.


COOKER RESTAURANT: Chapter 11 Case Summary
------------------------------------------
Debtor: Cooker Restaurant Corporation
         aka Cooker Bar & Grille
         5500 Village Boulevard
         West Palm Beach, FL 33407

Chapter 11 Petition Date: May 25, 2001

Court: Southern District of Ohio

Bankruptcy Case No.: 01-56156

Judge: Donald E Calhoun, Jr.

Debtor's Counsel: Jeffrey N. Pomerantz, Esq.
                   10100 Santa Monica Blvd.
                   Ste 1100
                   Los Angeles, CA 90025
                   310-277-6910


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

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

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

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

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

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

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


FINOVA GROUP: Considers GE & Goldman's Restructuring Proposal
-------------------------------------------------------------
The FINOVA Group Inc. (NYSE: FNV) announced that it has been
contacted by representatives of the creditors' committee
appointed in its Chapter 11 bankruptcy proceedings regarding a
letter of intent the committee entered into with GE Capital and
Goldman Sachs. FINOVA noted that a press release had been issued
by GE Capital which indicated that they and Goldman Sachs would
provide $7 billion of liquidity to FINOVA for its bankruptcy
restructuring and that GE Capital would manage FINOVA's assets
under a servicing agreement.

G. Robert "Bull" Durham, FINOVA's Chairman stated, "Although
FINOVA has not received a copy of the letter of intent, been
informed of its terms or been contacted by the principals, it
has requested a meeting with these parties. FINOVA's Board of
Directors is committed to maximizing FINOVA's value and looks
forward to thoroughly reviewing the terms of the proposal."

The FINOVA Group Inc., through its principal operating
subsidiary, FINOVA Capital Corporation, is a financial services
company focused on providing a broad range of capital solutions
primarily to midsize business. FINOVA is headquartered in
Scottsdale, Ariz., with offices throughout the U.S. and London,
U.K. For more information, visit the company's website at
www.finova.com.


FRUIT OF THE LOOM: BofA Opposes Move To Stay Confirmation
---------------------------------------------------------
Bank of America objects to the official committee's motion to
stay the confirmation process of Fruit of the Loom, Ltd. David
S. Walls Esq., at Moore & Van Allen, reminded Judge Walsh that
Fruit of the Loom is indebted to its banks and prepetition
secured lenders for over $1,200,000,000. This sum is secured
by liens on substantially all Debtors' assets. Fruit of the
Loom's financial advisors have estimated the company's value in
a range between $920,000,000 and $1,150,000,000. As a result,
Mr. Knight asserted, the unsecured creditors are "out-of-the-
money," and like the equity in so many cases, are attempting to
extract value by creating delay.

Mr. Walls told Judge Walsh that the purpose of the stay is to
permit the committee to litigate an adversary proceeding
challenging the validity of the prepetition secured lender's
claims and liens that the committee has not previously shown the
slightest interest in litigating. The committee was first
granted the authority to challenge the liens more than fourteen
months ago. While Fruit of the Loom and the prepetition secured
lenders were working to achieve an operational turnaround and
financial restructuring, the committee managed to accomplish
nothing more than the filing, service and amendment of its
complaint.

BofA argued that while the Committee accuses the Lenders of a
"concerted attempt" to squelch the adversary proceeding, the
reality is precisely to the contrary. Neither Fruit of the Loom
nor the prepetition lenders has requested a stay of the
adversary proceeding and the committee remains free to continue
the litigation if it chooses. However, other parties should not
be precluded from moving these chapter 11 cases toward their
conclusion. Fruit of the Loom has proposed a plan of
reorganization, which would distribute nearly all of the value
remaining after payment of administrative and priority creditors
to the prepetition secured lenders, and thereby disposes of the
committee's purported challenges to the secured lenders' claims
and liens. Debtor will bear the burden of convincing the Court
that the plan should be confirmed in light of the relative merit
or lack thereof to the committee's claims, and the committee
will have the full and fair opportunity to prove that the plan's
distribution scheme is not fair and reasonable in light of its
claims against the prepetition secured lenders. The committee's
application, which would use the pendency of the long-neglected
adversary proceeding to prohibit the Court from considering the
confirmability of that plan, should be denied.

BofA recounts its recollection of events surrounding the
adversarial proceeding. The committee was allowed a 240-day
period to conduct an investigation of the validity of the
prepetition lenders' liens. On the last day of this period,
August 24, 2000, the committee filed a complaint alleging
preference and fraudulent transfer claims against all
$1,200,000,000 in secured debt, and equitable subordination
claims against the bank group. Mr. Walls stated that the
adversary proceeding complaint, although quite long with 227
separate allegations, makes remarkably few substantive
allegations. Instead, it relies heavily on boilerplate
allegations of fraudulent intent and the like. Moreover, to the
extent that it attempts to plead facts, the complaint is riddled
with inaccuracies.

After taking a full eight months to "investigate," on August 24,
2000 the committee filed it complaint in the Clerk's office and
did not even bother to serve the 36 named defendants. Since
then, in a most unusual reversal of roles, the defendants have
sought to convince the plaintiff committee to pay attention to
its own lawsuit. The defendants voluntarily provided the
committee with the identities of current holders of bank debt in
an effort to avoid motion practice over the proper defendants,
agreed to accept service on their behalf and offered access to
all of the relevant documents of the only two institutions
specifically mentioned in the adversary proceeding complaint --
Bank of America and Credit Suisse First Boston. On December 4,
2000, counsel for the bank group sent a letter to counsel for
the committee reiterating an earlier offer to provide access to
all relevant documents. That letter-written some four months
ago-warned the committee that its failure to prosecute its own
lawsuit would be brought to the Court's attention at the
appropriate time. Counsel for the bank group sent a letter
requesting reciprocal voluntary production of documents relevant
to the committee's claims. The committee never responded. On
December 19, 2000, bank group counsel sent a letter accompanied
by seven boxes of documents from Bank of America, which pointed
out that the committee's actual fraud theories were
unsubstantiated, its constructive fraud theories were disposed
of by the existence of antecedent debt and suggested that the
parties discuss whether the merits of the claims justified their
continued pursuit. No response was received to that letter
either.

The committee filed its amended complaint on January 17, 2001.
However, Bank of America and Credit Suisse First Boston had
voluntarily provided committee counsel with documents related to
the transactions challenged in the adversary proceedings a month
earlier. Despite this opportunity to conduct a full-scale
investigation with the cooperation of the two principal banks,
the committee did not make a single substantive amendment in
their amended complaint to correct even the most basic factual
errors in the original complaint.

The committee did not serve its first discovery demand in the
adversary proceeding until March 27, 2001, more than seven
months after the complaint was filed and subsequent to the
filing of the application. In addition to its rather transparent
timing, the scope of the committee's first document request
speaks volumes as to the committee's intended use of the
adversary proceeding. Although the amended complaint does not
contain a single reference to the conduct of any defendant other
than Bank of America and Credit Suisse First Boston, both of
whose documents were voluntarily provided to the committee
several months prior, the committee demands production of
documents by each and every of the 36 named defendants.
Moreover, on addition to seeking every conceivable document
concerning Fruit of the Loom or Farley from 36 institutions, the
committee demanded documents concerning such wide-ranging
matters as each institution's philosophy and its marketing or
public relations materials. Most incredibly, the committee
sought all of the files of any employee who worked in any
capacity with Fruit of the Loom, regardless of whether those
files even relate to Fruit of the Loom.

Mr. Walls asserted that the committee's first discovery request
was plainly intended to deliver the message that the committee
will litigate the adversary proceeding in order to delay these
cases as long as it chooses- which will be as long as the
committee is unhappy with the plan's treatment of unsecured
creditors. Just to respond to the committee's first document
request on behalf of more than 20 institutions (many of which
have sold their debt) would take the bank group counsel an
unimaginable number of hours at Fruit of the Loom's expense. The
committee's actions continue to demonstrate that it is not
seeking a just resolution to its purported challenges, but
rather delay for its own sake. Indeed, any stay of the
disclosure and confirmation hearings until the adversary
proceeding is fully litigated may well be a life or death
sentence for Fruit of the Loom.

The attorneys stated that there is still an adequate amount of
time for the committee to pursue any relevant discovery and
prepare whatever case it has on its merits, without the
unnecessary stay. Given the statutory time periods for
disclosure, solicitation and confirmation, a confirmation
hearing is likely 60 to 90 days off. The committee has long had
copies of the relevant documents. It has deposed Mr. Farley,
Credit Suisse First Boston's team leader for Fruit of the Loom
and a number of others in its Rule 2004 investigation. Bank of
America has done everything but park its knowledgeable officers
at the committee counsel's door. In other words, whatever
remains to be done to permit the committee to prepare its case
in oppositions to the debtor's plan, can be done if time is used
wisely. However, the committee should be left with no illusions
that its litigation tactics will be allowed to derail Fruit of
the Loom's reorganization. (Fruit of the Loom Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENESIS HEALTH: Resolves Claims Dispute With John W. Bartle
-----------------------------------------------------------
Genesis Health Ventures, Inc. & The Multicare Companies, Inc.
seek the Court's approval of the settlement of certain aged
accounts receivables and a related lawsuit involving
NeighborCare and its subsidiary Long Term Pharmaceutical
Services, Corp. (LTCPS) arising from Pharmaceutical Services
Agreements entered by LTCPS before NeighborCare was acquired by
GHV in connection with its acquisition of Vitalink. At that
time, NeighborCare was known as TeamCare.

                    The Acquisitions

On or about August 28, 1998, GHV purchased Vitalink Pharmacy
Services, Inc. from HCR Manor Care, Inc. and the public. In
connection this transaction, GHV acquired TeamCare of Indiana,
Inc., a wholly-owned subsidiary of Vitalink.

Prior to Vitalink's acquisition of TeamCare in 1997, TeamCare
had acquired Long Term Care Pharmaceutical Services, Corp.
(LTCPS). Subsequent to its acquisition by GHV, on December 3,
1998, TeamCare changed its name to NeighborCare of Indiana,
Inc., which is now a Debtor in the GHV cases.

           Pharmaceutical Services Agreements for
      Provision of Services to Bartle Corporate Entities

LTCPS agreed to furnish pharmaceutical services to ten separate
nursing homes owned, managed, or controlled by the Bartle
Corporate Entities pursant to certain Pharmaceutical Services
Agreements between LTCPS and the Bartle Corporate Entities
entered on December 18, 1990. The Bartle Corporate Entities
refer to Regency Health Care Corp., Healthcare Affiliates, Inc.
and Heritage Medical Management, Inc., each owned or controlled
by John W. Bartle.

The Debtors have been advised that during the course of the
business relationships created by the Pharmaceutical Services
Agreements, LTCPS began having difficulty collecting amounts due
from the Bartle Corporate Entities. On June 11, 1992, in an
effort to continue the business relationship between the
parties, LTCPS entered into a credit agreement with John W.
Bartle and the Bartle Corporate Entities.

As part of the Credit Agreement, Bartle agreed to personally
guaranty the obligations of the Bartle Corporate Entities to
LTCPS.

                      The Lawsuit

In 1998, TeamCare, as successor to LTCPS, commenced an action
against the Bartle Entities, styled TeamCare of Ind, Inc., as
successor to Long Term Care Pharmaceutical Servs., Corp. v.
Regency Health Care Corp., Healthcare Affiliates, Inc., Heritage
Medical Mgmt., Inc., and John W. Bartle, Case No. 29D03-9804-SC-
227, in Hamilton County Superior Court, Indiana.

Pursuant to the Lawsuit, NeighborCare, as the ultimate successor
to LTCPS, alleged that it was entitled to recover damages from
the Bartle Entities relating to the Agreements. Specifically,
the Lawsuit alleges that the Bartie Entities failed to make
payments to LTCPS under the terms of the Agreements for services
rendered during the years 1990 through 1996 in the amount of
$462,492.05 (the Claimed Principal Amount), plus interest
pursuant to the terms of the Agreements at 1.5% per month in the
amount of $265,580.94, for a total claimed amount of $728,072.99
(the Bartle Claimed Amount).

As the Lawsuit progressed, NeighborCare became aware of
significant legal issues with respect to the enforceability of
Bartle's personal guaranty. Under Indiana state law, when the
principal or obligee causes a material alteration of the
underlying obligation without the consent of the guarantor, the
guarantor is discharged. In addition, Indiana case law indicates
that an oral revocation of a personal guaranty is acceptable.

Bartle claimed that his personal guaranty is ineffective on the
grounds that,

      (1) the various corporate changes undergone by LTCPS
          constitute a material alteration of the underlying
          obligation;

      (2) he did not receive notice of the corporate
          acquisitions;

      (3) he served oral notice upon LTCPS that the guaranty had
          been revoked.

The Debtors also have been advised that the Bartle Corporate
Entities may no longer have any significant assets. Regency and
Healthcare Affiliates have been administratively dissolved by
the State of Indiana (i.e., they are no longer corporate
entities in the State of Indiana). Heritage has been merged into
another entity unrelated to Bartle or the Bartle Corporate
Entities and it is unclear whether that unrelated entity is
responsible for Heritage's obligations.

As a result of the legal issues related to Bartle's personal
guaranty and the likely insolvency of the Battle Corporate
Entities, NeighborCare attempted to settle the Lawsuit.

                 The Mediation and Settlement

To resolve all outstanding issues raised by the Lawsuit, the
parties conducted a mediation pursuant to State of Indiana
Alternative Dispute Resolution Rules. As a result of the
Mediation, on May 26, 2000, counsel for NeighborCare and the
Battle Entities, respectively, executed a Memorandum of
Settlement which provided, inter alia, that

      (a) the Bartle Entities would pay $250,000 (the Settlement
Amount) to NeighborCare in installments over one year;

      (b) in the event the Bartle Entities fail to make any of
the Installment Payments on the due date, a judgment will be
entered for $463,000 less any payment that had been previously
made pursuant to the settlement;

      (c) the parties agree to mutual releases; and

      (d) counsel to the parties would draft a formal settlement
agreement to memorialize the terms of the settlement.

The Debtors have been advised that Bartle will pay the
Settlement Amount from his own personal funds.

The parties have prepared but not yet executed a formal
settlement agreement, with an effective date of July 15, 2000.
Although the Settlement Agreement was not executed prior to the
Commencement Date, since July 15, 2000, Bartle has been
depositing the Installment Payments in an escrow account in
accordance with the terms of the Settlement Agreement. The
escrow account currently holds $170,000 as at March, 2001.

By Motion, the Debtors seek entry of an order pursuant to
Fed. R. Bankr. P. 9019 approving the Settlement Agreement.

The Debtors believe that the Settlement Agreement is fair and
equitable and falls within the range of reasonableness under TMT
standard as in Protective Comm. For Indep. Stockholders of TMT
Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968).

First, the Bartle Claimed Amount relates to old receivables for
services rendered from 1990 through 1996 by an entity acquired
twice before the Debtors acquired its successor in interest.
Second, two of the Bartle Corporate Entities no longer exist and
the solvency of the third is in doubt, making any recovery from
the Bartle Corporate Entities highly unlikely in the Debtors'
judgment. Third, there are significant issues of law and fact
regarding whether the corporate changes LTCPS underwent without
serving notice upon Battle constitute material alterations of
the
obligation, thereby discharging Bartle's personal guaranty.

Under the circumstances, the Debtors believe that the Settlement
Amount, which constitutes approximately 54% of the Claimed
Principal Amount, is reasonable.

The Debtors represent that the settlement takes into account the
risk of defeat and the likelihood of an appeal by Bartle if
NeighborCare were successful in the Lawsuit. The Debtors have
been advised that because Bartle will be paying the Settlement
Amount from his own funds and given the total amount in
controversy, Bartle would almost certainly appeal the personal
guaranty issues to the Indiana Court of Appeals, and possibly
the Indiana Supreme Court, which would delay the litigation
several more years. As a result of the Settlement Agreement,
however, the Debtors' estates will immediately receive $170,000
plus an additional $80,000 in installments by July 15, 2001.

The Debtors also told Judge Wizmur that, prior to the
commencement of their chapter 11 cases, they routinely engaged
in such compromises and settlements of their aged accounts
receivables, and the terms of the Settlement Agreement do not
differ from similar compromises and settlements reached pre-
petition.

In addition, the Debtors submit that the Settlement Agreement
was the result of arm's-length negotiations that were conducted
in good faith.

Accordingly, the Debtors believe, in their business judgment,
that the Settlement Agreement is in the best interest of their
estates and creditors. (Genesis/Multicare Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL HEALTH: NBTY Acquires Assets for $40 Million in Cash
-----------------------------------------------------------
NBTY, Inc. (Nasdaq: NBTY), (http://www.NBTY.com),a leading
manufacturer and marketer of vitamins and nutritional
supplements announced that it has completed the acquisition of
the business of Global Health Sciences, Inc. and certain of its
affiliates. The purchase price was approximately $40 million in
cash less adjustments. NBTY was the successful bidder in an
auction ordered by a bankruptcy court in California. Global had
sales of $171 million for the 12-month period ended April 30,
2001 and $32 million for the 12-week period ended April 30,
2001. It is anticipated that this acquisition will be accretive
when integrated into NBTY's current operations. NBTY will
continue to operate the business in Global's 400,000 square feet
of facilities in Anaheim, California under the name NBTY
Manufacturing LLC, which is wholly-owned by NBTY.

Global manufactures and markets specialty nutritional
supplements in powder and tablet form to more than 75
distributors and retailers, television marketing companies and
network marketing organizations.

NBTY's manufacturing capacity will be greatly enhanced by the
operations of the two subsidiaries of Global, Omni-Pak and D&F
Industries, which were included in the acquisition. Omni-Pak,
the leading manufacturer of nutritional powders known for their
high quality and great taste, manufactures products used for
meal replacements, weight control and protein powders formulated
to improve physical performance and general well being. D&F
Industries, known for its innovative formulations, produces
herbal, vitamin and mineral tablets.

NBTY will utilize the newly-acquired manufacturing facilities to
keep up with increased demand for NBTY products and to expand
upon its strategic position with mass merchandisers and
wholesalers.

NBTY Chairman and Chief Executive Officer Scott Rudolph stated,
"This acquisition opens up exciting new opportunities for NBTY
in the booming powder business, which includes sports nutrition,
meal replacement and weight control. We expect to greatly expand
NBTY's market share in these categories and build upon Global
Health Sciences' customer base. This acquisition, together with
the recent acquisition of NatureSmart, puts us well on our way
to a billion dollars in annual sales."

                          About NBTY

NBTY is a leading vertically integrated U.S. manufacturer and
retailer of a broad line of high-quality, value-priced
nutritional supplements in the United States and throughout the
world. The Company markets more than 1,000 products under
several brands, including Nature's Bounty(R), Vitamin World(R),
Puritan's Pride(R), Holland & Barrett(R), Nutrition
Headquarters(R), American Health(R), Nutrition Warehouse(R) and
Dynamic Essentials(R).


GOLDEN STAR: Stockholders To Convene In Toronto On June 27
---------------------------------------------------------
The Annual General and Special Meeting of Shareholders of Golden
Star Resources Ltd. will be held at 10:00 am (Toronto time) on
Wednesday, June 27, 2001, in the Calvin Room, Suite 4200,
Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto,
Ontario, Canada for the following purposes:

      (1) to receive the report of the directors to the
shareholders and the consolidated financial statements of the
Company, together with the auditor's report thereon, for the
fiscal year ended December 31, 2000;

      (2) to elect directors until the next annual general
meeting;

      (3) to appoint auditors to hold office until the next
annual general meeting at a remuneration to be fixed by the
directors;

      (4) to consider and, if thought fit, to approve a
resolution in the form set out in the Management Information
Circular, approving the issuance of 3,000,000 common shares to
Anvil Mining NL, in connection with the acquisition of its 20%
interest in Bogoso Gold Limited;

      (5) to consider and, if thought fit, to pass a resolution
in the form set out in the Management Information Circular
approving the issuance by the Company, in one or more private
placements during the twelve (12) months following approval of
the resolution, of up to 20,000,000 Common Shares; and

      (6) to transact such other business as may properly come
before the meeting or any adjournment of it.

The Board of Directors has fixed the close of business on May 9,
2001, as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting and at any
adjournment thereof.


HARNISCHFEGER: Summary Of The Order Confirming Chapter 11 Plan
--------------------------------------------------------------
As widely reported, Judge Walsh entered his order confirming
Harnischfeger Industries, Inc.'s Chapter 11 Joint Plan of
Reorganization.

Finding that the Proponents have complied with all of the
applicable provisions of the Bankruptcy Code and other
applicable law, Judge Walsh overruled all objections to the
Joint Plan and entered an order confirming the Third Amended
Joint Plan of Reorganization of the Debtors in every respect.

Specifically, Judge Walsh found that:

      -- the differential treatment of the IRB Claims complies
with section 1123(a)(4) of the Bankruptcy Code because the
Holders of the IRB Claims consented to this treatment and are
being treated less favorably than other unsecured creditors of
Joy.

      -- The Committee Settlement Agreement:

         (a) is in the best interests of the Debtors' estates;
         (b) falls within the reasonable range of litigation
             possibilities
         (c) is not unfair.

The Committee Settlement Agreement is approved under Rule
9019 of the Bankruptcy Rules.

Judge Walsh found that pursuant to section 1123(a)(5) of the
Bankruptcy Code, the Plan provides adequate means for the Plan's
implementation. The Debtors will have immediately upon the
effectiveness of the Plan, sufficient Cash and other assets
available to make all payments required to be made on the
Effective Date pursuant to the terms of the Plan.

                     Confirmation Effects

The Confirmation Order provides for:

      * Retained Causes of Action

        The Debtors have expressly reserved the right to pursue
or defend Causes of Action not specifically or generally
identified in the Disclosure Statement, the Plan or the Retained
Actions Schedules.

      * Exemptions From Taxation

        Pursuant to section 1146(c) of the Bankruptcy Code, under
the Plan, exemption from stamp tax or similar tax covers:

        (1) the issuance, distribution, transfer, or exchange of
any debt, equity, security or other interest in the Debtors, the
New Debtors or the Liquidating Debtors;

        (2) the creation, modification, consolidation or
recording of any mortgage, deed or trust, or other security
interest, or the securing of additional indebtedness by such or
other means whether, (a) in connection with the issuance and
distribution of any debt, equity, security, or other interest in
the Debtors, the New Debtors or the Liquidating Debtors; or
(b) otherwise in furtherance of, or in connection with, the
Plan;

        (3) the making, assignment, or recording of any lease or
sublease;

        (4) the making, delivery, or recording of any deed or
other instrument of transfer under, in furtherance of, or in
connection with, the Plan, including any deeds, bills of sale,
assignments or other instrument of transfer executed in
connection with any transaction arising out of, contemplated by,
or in anyway related to the Plan.

      * Exemption from Registration

        The issuance of all securities under the Plan and the HII
Indenture, including, but, not limited to the New HII Common
Stock and the HII Senior Notes, are exempt from registration
requirements pursuant to section 1145 of the Bankruptcy Code.

      * Executory Contracts and Unexpired Leases

        No later than 30 days after the later of

           (i) the Effective Date, or
          (ii) service of a notice of amendment to the Plan
               Supplement,

claims arising out of the rejection of executory contracts or
unexpired leases under Section IX of the Plan must be (a) filed
with the Debtors' Claims Agent, Poorman-Douglas Corporation,
10300 SW Allen Blvd., Beaverton, OR 91005-4933, Attn:
Harnischfeger Industries, Inc. and (b) served on the Debtors'
Voting Agent, Bankruptcy Management Corporation, 1330 E.
Franklin Avenue, El Segundo, CA 90245, Attn: Harnischfeger
Industries, Inc.

If such claim is not timely filed and served, such claim shall
be forever barred.

Pursuant to the Plan and as disclosed in the Plan Supplement -
First, which was served on all contract-counterparties on or
about March 26, 2001, the cure amounts listed in the Plan
Supplement - First shall be deemed full payment of the assuming
Debtor's obligations under section 365(b) of the Bankruptcy Code
unless, by April 30, 2001, the contract counterparty files a
motion disputing (1) the amount of any cure payments, (2) the
ability of the assuming Debtor or any proposed assignee to
provide "adequate assurance of future performance" within the
meaning of section 365 of the Bankruptcy Code or (3) any other
matter pertaining to assumption.

      * Injunctions and Stays Remain in Effect Until Effective
        Date

        Unless otherwise provided, all injunctions or stays
provided for in the Bankruptcy Cases pursuant to sections 105
and 362 of the Bankruptcy Code, or otherwise, and in existence
on the Confirmation Date, shall remain in full force and effect
until the Effective Date.

In all events, the Bankruptcy Court shall determine Allowance of
all Claims unless either (i) the reference is withdrawn for a
particular Claim, in which case the District Court for the
District of Delaware shall determine Allowance of such
particular claim or (ii) the stay is lifted for a particular
claim, in which case a court of competent jurisdiction shall
determine allowance of such particular Claim.

In other words, the automatic stay shall remain in effect for
prepetition claims until such claims are adjudicated by the
Bankruptcy Court. If a claim arises after the Effective Date,
however, the automatic stay does not apply.

      * Injunction

        From and after the Effective Date, all Persons and
Entities shall be and are permanently enjoined from commencing
or continuing in any manner, any suit, action or other
proceeding, on account of or respecting any claim, demand,
liability, obligation, debt, right, Cause of Action or remedy
released or to be released pursuant to Section XIII of the Plan.

           Matters Relating To Implementation Of The Plan
                 for the Reorganizing Debtors

      * Immediate Effectiveness, Successors And Assigns

        Immediately upon the entry of the Confirmation Order, the
terms of the Reorganizing Debtors' Subplan shall be, and are
deemed binding upon the Reorganizing Debtors, the New Debtors
and all interested parties.

      * Continued Corporate Existence, Vesting Of Assets

        Except as otherwise provided in the Plan, each
Reorganizing Debtor shall continue to exist as a New Debtor
after the Effective Date as a separate entity with all the
powers of a corporation under the laws of the respective state
of incorporation and without prejudice to any right to alter or
terminate such existence (whether by merger or otherwise) under
such applicable state Law.

Except as otherwise provided in the Plan, or any agreement,
instrument or indenture relating thereto, on or after the
Effective Date, all property in each Estate of the Reorganizing
Debtors and any property acquired by each of the Reorganizing
Debtors under the Plan shall vest in each respective New Debtor,
free and clear of all liens, claims, charges, or other
encumbrances (except for liens, if any, granted to secure the
Exit Financing Facility, or as otherwise provided in the Plan).

On and after the Effective Date, each New Debtor may operate its
business and may use, acquire or dispose of property and
compromise or settle any Claims or Equity Interests without
supervision or approval by the Bankruptcy Court and free of any
restrictions of the Bankruptcy Code or Bankruptcy Rules, other
than those restrictions expressly imposed by the Plan and this
Order.

      * Issuance Of New Securities and Execution Of Documents

        On or as soon as reasonably practicable after the
Effective Date, except as otherwise provided in the Plan, the
New Debtors shall issue all securities, notes, instruments,
certificates, warrants, and other documents to be issued in
accordance with the Plan, including, but not limited to, the New
HII Common Stock (to be issued by New HII), the HII Senior Notes
(to be issued by New HII), each of which shall be distributed as
referenced in the Plan. The New Debtors shall execute and
deliver the HII Indenture, such other agreements, documents and
instruments as are required to be executed in accordance with
the terms of the Plan.

      * Transactions Required by the Reorganizing Debtors'
        Subplans

        Any transaction required by the Reorganizing Debtors'
Subplans shall be implemented in accordance with Section VI of
the Plan and Schedule V(B) of the Exhibit Book.

      * Corporate Governance, Corporate Action and Directors and
        Officers On or before the Effective Date

        New HII shall cause a Restated Certificate of
Incorporation to be filed with the Secretary of State for the
State of Delaware. The Restated Certificate of Incorporation,
together with any amendments thereto, shall provide for, among
other things, the following:

        (a) the issuance of non-voting equity securities shall be
            prohibited in compliance with the requirements of
            section 1123(a)(6) of the Bankruptcy Code,

        (b) the New HII Common Stock shall be authorized,

        (c) the issuance of blank check preferred stock by HII
            shall be authorized, and

        (d) indemnification of officers and directors after the
            Effective Date to the fullest extent permitted by
            Delaware law that is otherwise permitted by the Plan.

Joy, P&H, and each of the other Note Group Debtors shall file
restated certificates of incorporation or other charter
documents that, together with any amendments thereto, shall
provide, among other things, that the issuance of non-voting
equity securities shall be prohibited, as required by section
1123(a)(6) of the Bankruptcy Code, and that officers and
directors shall be indemnified to the fullest extent permitted
by the law of the jurisdictions of their formation to the
extent otherwise permitted by the Plan.

Stock Group Debtor shall each cause a restated certificate of
incorporation or similar charter document to be filed with the
secretary of state of the state of its formation. The restated
charter document, together with any amendments thereto, shall
provide, among other things, that:

      (a) the issuance of non-voting equity securities shall be
prohibited, as required by section 1123(a)(6) of the Bankruptcy
Code,

      (b) to the extent that there are Allowed Class R3 Claims
against a Stock Group Debtor, a new series of common stock shall
be authorized as of the Effective Date and issued to Holders of
such Allowed Class R3 Claims against such Stock Group Debtor,
and all common stock issued by such Stock Group Debtor before
the Effective Date shall be canceled as of the Effective Date;
and

      (c) officers and directors, on and after the Effective
Date, shall be indemnified to the fullest extent of the law of
the jurisdictions of their formation to the extent otherwise
permitted by the Plan.

On the Effective Date, the adoption of Restated Certificates of
Incorporation or similar constituent documents, the amendment of
bylaws, the selection of directors and officers of any of the
New Debtors, the adoption of the Stock Incentive Plan and all
actions contemplated by the Plan shall be authorized and
approved in all respects (subject to the provisions of the
Plan).

The Stock Incentive Plan shall be deemed approved by security
holders. All matters provided for in the Plan involving the
corporate structure of the Debtors or the New Debtors, and any
corporate action required by the Debtors or the New Debtors in
connection with the plan, shall be and are deemed to have
occurred and shall be, and are in effect, without any
requirement or further action by the security holders or
directors of the Debtors or the New Debtors. On the Effective
Date, the appropriate officers and directors of the New Debtors
are authorized and directed to issue, execute and deliver the
agreements, documents, securities and instruments contemplated
by the Plan in the name of and on behalf of the New Debtors.

The initial boards of directors will be as specified in Sections
VI(A)(3) (for New HII), (B)(3) (for the Note Group Debtors) and
(C)(3) (for the Stock Group Debtors) of the Plan and in the
Designation of Directors. The classification and composition of
the boards of directors shall be consistent with each New
Debtors Restated Certificate of Incorporation. Each such
director or officer shall serve from and after the Effective
Date pursuant to the terms of each New Debtors Restated
Certificate of Incorporation, other constituent documents and
the applicable state corporation law.

      * Sources of Cash for Distribution under the Reorganizing
        Debtors' Subplans

        (a) All cash necessary for the New Debtors to make
payments pursuant to the Reorganizing Debtors' Subplans shall be
obtained from existing Cash balances, the operations of the
Debtors or New Debtors, or post-confirmation borrowing under
other available facilities of the Debtors or New Debtors,
including, but not limited to, the Exit Financing Facility.
The New Debtors may also make such payments using Cash received
from their direct and indirect subsidiaries and affiliates
through the New Debtors' consolidated cash management operated
by New HII and from advances or dividends from such subsidiaries
and affiliates in the ordinary course of business.

        (b) The terms of the Exit Financing Facility, and all
documents related thereto, are approved substantially in the
form contained in the Confirmation Exhibits.

      * Distributions under the Reorganizing Debtors' Subplans

        The distribution provisions of Section X of the Plan
shall be, and are, approved. The New Debtors shall make all
distributions required under the Reorganizing Debtors' Subplans.

On the Distribution Record Date, the transfer register for any
instrument, security, or other documentation canceled pursuant
to Section XIV(F) of the Plan (including, but not limited to,
the Common Stock of HII) shall be closed and there shall be no
further changes in the record Holders of any such instrument,
security, or documentation. No New Debtor is obligated to
recognize the transfer of any such instrument, security, or
other documentation occurring after the Distribution Record
Date. Each New Debtor is entitled for all purposes to recognize
and deal only with those Holders of record as of the close of
business on the Distribution Record Date.

Except as otherwise provided in the Plan or in the Confirmation
Order, the New Debtors may, pursuant to section 502(d) or
section 553 of the Bankruptcy Code or applicable non-bankruptcy
law, offset against any Allowed Claims, and the distributions to
he made pursuant to the Plan on account of such Claims (before
any distribution is made on account of such Claim), the Claims,
rights, and Causes of Action of any nature that the Debtors or
New Debtors may hold against the Holders of such Allowed Claims;
provided, however, that (i) the failure to effect such a setoff
or the allowance of any Claim under the Plan shall not
constitute a waiver or release by the Debtors or New Debtors of
any such Claims, rights, and Causes of Action that the Debtors
or New Debtors may possess against such Holder, and (ii) the
Debtors or the New Debtors' failure to institute, or prosecute
any Cause of Action referenced in section 502(d) Of the
Bankruptcy Code shall not constitute a waiver or release by the
Debtors or New Debtors of any right of setoff.

      * Post-Petition Contracts

        The New Debtors shall abide by the terms and conditions
of any contract executed post-petition in the ordinary course of
their respective businesses.

        Matters relating to the implementation of the Plan
                  for the Liquidating Debtors

      * Immediate Effectiveness, Successors And Assigns

        Immediately upon the entry of the Confirmation Order, the
terms of the Liquidating Debtors' Subplan shall be, and are
deemed binding upon the Debtors, the Liquidating Debtors, the
Plan Administrator and all interested parties.

      * Corporate Authorization, Dissolution

        On the Effective Date, all of the capital stock of Beloit
issued before the Effective Date will be deemed canceled and of
no further force and effect and all Class L6A Equity Interests
in Beloit will be deemed extinguished without any further
corporate action.

Before the Effective Date, the Beloit board of directors will
elect the Plan Administrator as the sole director of Beloit on
and after the Effective Date, and on the Effective Date, each
existing member of Beloit's board of directors will resign or be
deemed to have been terminated. On the Effective Date, Beloit
shall be deemed to transfer to the Liquidating Trust all of its
right, title and interest in all of its assets. The capital
stock or other ownership interests issued by each of Beloit's
Debtor and non-Debtor subsidiaries will continue to be issued
and outstanding in the same amounts and held by the same parties
as immediately before the Effective Date.

      * Plan Administrator

        As of the Effective Date, David J. Boland is appointed as
the Plan Administrator pursuant to the Plan to serve in such
capacity in accordance with the Plan and the Plan Administrator
Agreement. Mr. Boland's compensation shall be as set forth in
the Plan Administrator Agreement. Mr. Boland is authorized to
contract with BDO Seidman, LLP with respect to his duties as
Plan Administrator.

      * Transactions Required by the Liquidating Debtors'
        Subplans

        Any transaction required by the Liquidating Debtors'
Subplans shall be implemented in accordance with Section VII of
the Sources of Cash for Distribution under the Liquidating
Debtors' Subplans.

All Cash necessary for the Liquidating Debtors and the
Liquidating Trust to make payments pursuant to the Liquidating
Debtors' Subplans shall be obtained from existing cash balances
of the Liquidating Trust, liquidation of other assets of the
Liquidating Debtors and Beloit Exit Financing. The terms of the
Beloit Exit Financing, and all related documents are approved
substantially in the form contained in the Confirmation
Exhibits.

      * Distributions under the Liquidating Debtors' Subplans

        The distribution provisions of Section X of the Plan are
approved. The Plan Administrator shall make all distributions
required under the Liquidating Debtors' Subplans. The Plan
Administrator, as plan administrator on behalf of the Post-
Confirmation Estate, will administer all Claims and make all
distributions required under the Liquidating Debtors' Subplans
to the extent not administered or satisfied by the Debtors.

On the Distribution Record Date, the transfer register for any
instrument, security, or other documentation canceled pursuant
to Section XIV(F) of the Plan shall be closed and there shall be
no further changes in the record Holders of any such instrument,
security, or documentation. The Plan Administrator is not
obligated to recognize the transfer of any such instrument,
security, or other documentation occurring after the
Distribution Record Date. The Plan Administrator is entitled for
all purposes to recognize and deal only with those Holders of
record as of the close of business on the Distribution Record
Date.

Except as otherwise provided in the Plan or in the Confirmation
Order, the Plan Administrator may, pursuant to section 502(d) or
section 553 of the Bankruptcy Code or applicable non-bankruptcy
law, offset against any Allowed Claims, and the distributions to
be made pursuant to the Plan on account of such Claims (before
any distribution is made on account of such Claim), the Claims,
rights, and Causes of Action of any nature that the Debtors or
the Liquidating Debtors may hold against the Holders of such
Allowed Claims; provided, however, that (i) the failure to
effect such a setoff or the allowance of any Claim under the
Plan shall not constitute a waiver or release by the Debtors or
the Liquidating Debtors of any such Claims, rights, and Causes
of Action that the Debtors or the Liquidating Debtors may
possess against such holder, and (ii) the Debtors' or the
Liquidating Debtors' failure to institute, or prosecute any
Cause of Action referenced in section 502(d) of the Bankruptcy
Code shall not constitute a waiver or release by the Debtors or
Liquidating Debtors of any right of setoff.

      * Cancellation of Notes, Instruments, Debentures, Common
        Stock and Stock Options

        Except as otherwise provided in the Plan or any contract,
instrument, or other agreement or document created pursuant to
the Plan, on the Effective Date and concurrently with the
applicable distributions made thereunder:

        (1) the promissory notes or other instruments evidencing
            any Claims shall be deemed canceled, and

        (2) all Equity Interests in HII and all options,
            warrants, calls, rights, puts, awards, commitments or
            any other agreements of any character to acquire such
            Equity Interests shall be deemed canceled and of no
            further force and effect, and

        (3) if there is an Allowed Unsecured Claim against any
            Stock Group Debtor, then such Equity Interests in
            such Stock Group Debtor shall be deemed canceled and
            of no further effect without any further act or
            action under any applicable agreement, law,
            regulations, order or rule and the obligations of the
            Debtors under the notes, share certificates, and
            other agreements and instruments governing such
            Claims and Equity Interests shall be discharged.

The Holders of or parties to such canceled notes, share
certificates, and other agreements and instruments shall:

      (1) have no rights arising from or relating to such notes,
share certificates, and other agreements and instruments or the
cancellation thereof, except the rights provided pursuant to
the Plan and

      (2) shall return all such documents to the Debtors or the
HII Indenture Trustee, as applicable, before their claim that
derives from such claim is Allowed.

      * Preservation of Rights of Action

        The New Debtors on behalf of the Reorganizing Debtors and
the Plan Administrator on behalf of the Liquidating Debtors
retain all rights on behalf of the Reorganizing Debtors and
Liquidating Debtors respectively to commence and pursue, as
appropriate, any and all claims or Causes of Action, whether
arising before or after the Petition Date, in any court or other
tribunal including, without limitation, in an adversary
proceeding filed in one or more of the Debtors' Bankruptcy
Cases. The failure to list any potential or existing claims or
Causes of Action is not intended to limit the rights of the New
Debtors or Plan Administrator to pursue any claims or Causes of
Action not listed or identified.

Unless a claim or Cause of Action against a Creditor or other
person or entity is expressly waived, relinquished, released,
compromised or settled in the Plan or any Final Order, the
Debtors retain such claim or Cause of Action for later
adjudication (including, without limitation, claims and Causes
of Action not specifically identified or which Debtors may
presently be unaware or which may arise or exist by reason of
additional facts or circumstances unknown to Debtors at this
time or facts or circumstances which may change or be different
from those which Debtors now believe to exist). No preclusion
doctrine, including, without limitation, the doctrines of res
judicata, collateral estoppel, issue preclusion, claim
preclusion, waiver, estoppel (judicial, equitable or otherwise)
or laches shall apply to such claims or Causes of Action upon or
after the confirmation or consummation of the Plan based on the
Disclosure Statement, the Plan or the Confirmation Order, except
where such claims or Causes of Action have been released in the
Plan or other Final Order. In addition, the Debtors and their
successor entities under the Plan retain the right to pursue or
adopt any claims alleged in any lawsuit in which the Debtors are
a defendant or an interested party, against any person or
entity, including, without limitation, the plaintiffs or co-
defendants in such lawsuits.

Except as otherwise provided in the Plan or in any contract,
instrument, release, indenture or other agreement entered into
in connection with the Plan, in accordance with section
1123(b)(3) of the Bankruptcy Code, any claims, rights, and
Causes of Action that the respective Debtors, Estates, New
Debtors, or Liquidating Debtors may hold against any person
including, but not limited to, those Causes of Action listed in
Section IX(I) of the Disclosure Statement, and the Schedules
referenced therein, shall vest in the Reorganizing Debtors and
Liquidating Debtors, and the applicable New Debtors and
Liquidating Debtors, through their authorized agents or
representatives, shall retain and may exclusively enforce any
and all such claims, rights or Causes of Action. The New Debtors
and Liquidating Debtors shall have the exclusive right,
authority, and discretion to institute, prosecute, abandon,
settle, or compromise any and all such claims, rights, and
Causes of Action without the consent or approval of any third
party and without any further order of court.

Delivery (by any means) of the Plan or Disclosure Statement to
any person to whom Debtors have incurred an obligation (whether
on account of services, purchase or sale of goods or otherwise),
or who has received services from Debtors or a transfer of money
or property of Debtors, or who has transacted business with
Debtors, or leased equipment or property from Debtors shall
constitute actual notice that such obligation, transfer, or
transaction may be reviewed by the New Debtors or the Plan \
Administrator subsequent to the Effective Date and may, if
appropriate, be the subject of an action after the Effective
Date, whether or not (i) such person has filed a proof of claim
against Debtors in this Bankruptcy Case; (ii) such person's
proof of claim has been objected to by the Estate; (iii) such
person's Claim was included in Debtors1 Schedules; (iv) such
person's scheduled claim has been objected to by the Estate or
has been identified by the Estate as disputed, contingent, or
unliquidated; or (v) such action falls within the list of
Affirmative Causes of Action in Section IX(I) of the Disclosure
Statement.

      * Exculpation

        Section XIV(E) of the Plan is approved.

      * Retention of Jurisdiction

        Notwithstanding the entry of the Confirmation Order and
the occurrence of the Effective Date, the Bankruptcy Court shall
retain such jurisdiction over the Bankruptcy Cases after the
Effective Date as legally permissible, including jurisdiction
to:

        -- allow, disallow, determine, liquidate, classify,
estimate or establish the priority or secured or unsecured
status of any Claim, including the resolution of any request for
payment of any Administrative Claim and the resolution of any
and all objections to the allowance or priority of Claims;

        -- grant or deny any applications for allowance of
compensation or reimbursement of expenses authorized pursuant to
the Bankruptcy Code or the Plan, for periods ending on or before
the Confirmation Date;

        -- resolve any matters related to the assumption,
assumption and assignment or rejection of any executory contract
or unexpired lease to which the Debtors are parties or with
respect to which the Debtors may be liable and to hear,
determine and, if necessary, liquidate, any Claims arising
therefrom, including those matters related to the amendment
after the Effective Date pursuant to Section IX of the Plan to
add any executory contracts or unexpired leases to the list of
executory contracts and unexpired leases to be rejected;

        -- ensure that distributions to Holders of Allowed Claims
are accomplished pursuant to the provisions of the Plan;

        -- decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant
or deny any applications involving the Debtors that may be
pending on the Effective Date;

        -- enter such orders as may be necessary or appropriate
to implement or consummate the provisions of the Plan and all
contracts, instruments, releases, indentures and other
agreements or documents created in connection with the Plan
or the Disclosure Statement;

        -- decide or resolve any Causes of Action arising under
the Bankruptcy Code, including, without limitation, Avoidance
Actions and Claims under sections 362, 510, 542 and 543 of the
Bankruptcy Code;

        -- resolve any cases, controversies, suits or disputes
that may arise in connection with the Consummation,
interpretation or enforcement of the Plan or any Person's or
Entity's obligations incurred in connection with the Plan,
except if any Exhibit executed in connection herewith provides
to the contrary;

        -- issue injunctions, enter and implement other orders or
take such other actions as may be necessary or appropriate to
restrain interference by any Person or Entity with Consummation
or enforcement of the Plan, except as otherwise provided herein;

        -- resolve any cases, controversies, suits or disputes
with respect to the releases, injunction and other provisions
contained in Section XIII of the Plan and enter such orders
as may be necessary or appropriate to implement such releases,
injunction and other provisions;

        -- enter and implement such orders as are necessary or
appropriate if the Confirmation Order is for any reason
modified, stayed, reversed, revoked or vacated;

        -- determine any other matters that may arise in
connection with or relate to the Plan, the Disclosure Statement,
the Confirmation Order or any contract, instrument, release,
indenture or other agreement or document created in connection
with the Plan or the Disclosure Statement, except if any Exhibit
provides to the contrary;

        -- enter an order and/or final decree concluding the
Bankruptcy Cases;

        -- hear and determine matters concerning state, local and
federal taxes in accordance with sections 346, 505 and 1146 of
the Bankruptcy Code; and

        -- consider any modifications of this Plan, to cure any
defect or omission, or reconcile any inconsistency in any order
of the Court, including the Confirmation Order.

      * Payment of Statutory Fees

        On or prior to the Effective Date, the Debtors shall pay
all fees payable pursuant to 28 U.S.C. section 1930.

      * Discharge of Reorganizing Debtors

        Except as otherwise provided in the Confirmation Order:

        (1) the rights afforded in the Plan and the treatment of
all Claims (including Reorganizing Debtor Intercompany Claims)
and Equity Interests in (a) HII (b) Beloit, or (c) a Stock Group
Debtor (if an Unsecured Claim is Allowed against such Stock
Group Debtor) shall be in exchange for and in complete
satisfaction, discharge and release of such Claims and Equity
Interests of any nature whatsoever, including any interest
accrued on such Claims from and after the Petition Date, against
the Reorganizing Debtors, or any of their assets or properties,

        (2) on the Effective Date, all such Claims against, and
Equity Interests in (a) HII, or (b) Beloit, or (c) a Stock Group
Debtor (if an Unsecured Claim is Allowed against such Stock
Group Debtor) shall be satisfied, discharged and released in
full and

        (3) all Persons and Entities shall, be precluded from
asserting against the Reorganizing Debtors, their successors or
their assets or properties any other or further Claims or Equity
Interests based upon any act or omission, transaction or other
activity of any kind or nature that occurred before the
Confirmation Date.

Pursuant to the Ohio EPA Stipulation, Joy shall not be
discharged from its liability with respect to the New
Philadelphia Ohio site described in Section IV(J)(5)(c) of the
Disclosure Statement. If the Breslube-Penn Stipulation is
approved by the Bankruptcy court in a separate Court order, then
Joy shall not be discharged from its liability, if any, with
respect to the Breslube-Penn Site as described in Section
IV(J)(5)(f) of the Disclosure Statement.

The Plan does not discharge the Liquidating Debtors, in accord
with section 1141(d)(3)(A) of the Bankruptcy Code; provided,
however, that payment or reimbursement from the EPA Holdback
shall be the sole remedy available to the U.S. Environmental
Protection Agency, the Illinois Environmental Protection Agency,
and any other similar environmental agencies against the
Liquidating Debtors. Notwithstanding section 1141(d)(3)(A) of
the Bankruptcy Code, the Liquidating Debtors will be discharged
of Allowed insured Claims to the extent of the Over-SIR Amount.

      * Post-Confirmation Notices And Reports

        Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the
Debtors are directed to serve, no later than 10 days after the
Effective Date, a notice regarding; (i) entry of the
Confirmation Order, (ii) the Effective Date, and (iii)
Anticipated Initial Payment Date on (a) all parties that
received a solicitation package. No further notice of the entry
of the Confirmation Order shall be required.

      * Fee Applications

        All applications by professionals for compensation or
reimbursement of expenses pursuant to section 330 of the
Bankruptcy Code shall be filed with this Court within 60 days
after the Effective Date in accordance with the procedures set
forth in the Interim Compensation Order, as amended on December
28, 2000.

The Debtor shall mail to all professionals retained by the
Debtors or any Committee pursuant to section 327 of the
Bankruptcy Code a copy of the Confirmation Order within ten
business days from the date of the order.

No applications will be filed for compensation and reimbursement
by professional persons for services rendered or expenses
incurred on or after the Effective Date, and such compensation
and reimbursement may be paid by the New Debtors in accordance
with ordinary business practices and without order of the Court.

      * Expunged Claims

        Proof of Claim No. 9344 filed by Banque Nationale de
Paris shall be expunged on the Effective Date.

Proof of Claim No. 6710 filed by National Westminster Bank PLC
shall be expunged in its entirety on the Effective Date pursuant
to the terms of the Stipulation and Order Regarding Claims of
National Westminster Bank PLC that was filed with the Court on
April 2, 2001 (Docket No. 9630) . The Confirmation Order shall
be deemed to be consistent with such Stipulation and Order in
all respects.

Proof of Claim No. 7324 filed by Barclays Bank PLC shall be
expunged in its entirety on the Effective Date pursuant to the
terms of the Stipulation and Order Regarding Claims of Barclays
Bank PLC that was filed with the Court on April 2, 2001 (Docket
No. 9571) . The Confirmation Order shall be deemed consistent
with such Stipulation and Order in all respects.

Notwithstanding anything contained in the Confirmation Order to
the contrary, HII will have a prepetition unsecured claim
against Beloit pursuant to Schedule I of the Committee
Settlement Agreement. As of April 12, 2001 such prepetition
claim is $38,133,300.87 and shall be Allowed in that amount.
Notwithstanding this, HII retains the right to assert additional
prepetition claims under schedule I to the Committee Settlement
Agreement it additional claims arise after April 12, 2001.

Notwithstanding any provision in the Plan, New Ecolaire Export
FSC, Inc. shall reinstate its obligation to New Joy, which
obligation is approximately $14,000.00.

      * Technical Modifications

        Pursuant to section 1127 of the Bankruptcy Code and
Federal Rule of Bankruptcy Procedure 3019, the Technical
Modifications shall be, and are approved and incorporated into
the Plan for all purposes.

      * Captions

        On the Effective Date, the Reorganizing Debtors shall
change the caption on all papers, documents or other materials
with respect to the cases to the caption substantially in the
form of Exhibit C to the Confirmation Order.

On the Effective Date, the Liquidating Debtors shall change the
caption on all papers, documents or other materials with respect
to the cases of the Liquidating Debtors to the caption
substantially in the form attached as Exhibit D to the
Confirmation Order.

      * Payments to Be Made as Soon as Practicable

        For all payments to be made under the Plan, the date such
payments are made will be the date that it is as soon as
practicable after the specified herein.

      * Certain Workers' Compensation Claims

        The terms of the Stipulation and Order Regarding Certain
Proofs of Claim between the Debtors and the Ohio Bureau of
Workers Compensation entered on February 21, 2001 are binding on
the Debtors after the entry of the Confirmation Order.

      * Delivery of Distributions to Joy Bondholders

        New Joy shall make payments on account of the IRB Claims
pursuant to the terms of (i) Indenture of Trust between County
of Cuyahoga, Ohio (Series 1992) and Wells Fargo Bank Minnesota,
National Association, as successor in interest to Chase
Manhattan Trust Company, N.A., as Indenture Trustee, dated as of
May 1, 1992 (the "Cuyahoga Indenture") and (ii) Indenture of
Trust between Mesa County, Colorado (Series 1992) and Wells
Fargo Bank Minnesota, National Association, as successor in
interest to Chase Manhattan Trust Company, N.A., as Indenture
Trustee, dated as of June 1, 1992 and certain other prepetition
documents agreed to between New Joy and the Joy Indenture
Trustee (as such term is hereinafter defined) (the Cuyahoga
Indenture, the Mesa Indenture and such other prepetition
documents shall be collectively referred to herein as the "Joy
Indentures") except as may be modified by the IRB Reinstatement
Treatment. Notwithstanding this, interest on payments on account
of the IRB Claims shall be calculated through the Effective Date
at an annual rate of (i) 8.75% under the Cuyahoga Indenture or
(ii) 8.50% under the Mesa Indenture.

Wells Fargo Bank Minnesota, National Association, as successor
in interest to Mellon Bank, N.A., and Chase Manhattan Trust
Company, N.A. and its successor and assigns is and shall be the
indenture trustee under the Joy Indentures. New Joy will make
distributions to the Joy Indenture Trustee. The Joy Indenture
Trustee is authorized to set a unique distribution record date
solely to identify the holders of the IRB Claims entitled to
receive distributions from the Joy Indenture Trustee under the
Joy Indentures and the TRB Reinstatement treatment. The Joy
Indenture Trustee (1) shall be entitled to recognize only the
holders on the Joy Indenture Trustee's books and records as of
the close of business on the Joy Record Date and (2) may
disregard all transfers after the Joy Record Date.

Pursuant to the Plan, as of the Effective Date, the Joy
Indentures will be reinstated in accordance with the IRB
Reinstatement Treatment. As part of this reinstatement, on the
Initial Payment Date, New Joy as obligor and successor to Joy
Technologies Inc. will pay

      (a) $1,959.72 per diem for interest outstanding from and
including March 15, 1999, through but not including the
Effective Date under the Mesa Indenture;

      (b) $1,045.14 per diem for interest outstanding from and
including March 15, 1999, through but not including the
Effective Date under the Cuyahoga Indenture;

      (c) principal, that came due and remains unpaid under the
Mesa Indenture;

      (d) principal that came due and remains unpaid under the
Cuyahoga Indenture; and

      (e) the fees, costs and expenses of the Joy Indenture
Trustee that accrued before the Effective Date pursuant to the
Joy Indentures in an amount to be determined by a court of
competent jurisdiction or as otherwise agreed to by the parties.

Such payments shall be in full satisfaction of Joy's payment
obligations outstanding and payable before the Effective Date.

The Joy Indentures, as modified by the IRB Reinstatement
Treatment, are reinstated with no need for further amendment,
and New Joy is and shall be obligated thereunder. All legal,
contractual and equitable rights of the holders of the IRB
Claims and the Joy Indenture Trustee shall survive and continue
with only such modifications as are explicitly set forth in the
definition of the "IRB Reinstatement Treatment" under the Plan
(notwithstanding any inconsistent treatment under the terms of
any postpetition financing arranged by HII or its affiliates
under the Plan).

Claim No. No. 1014 filed by Norwest Bank Minnesota, National
Association will not receive the treatment that other Class R3B
Claims will receive under the Plan. Instead, consistent with the
terms of the Plan, Claim No. 1014 will receive the IRB
Reinstatement Treatment and will be deemed to be in the amount
of $0.00 (other than the IRB Reinstatement Treatment) in Joy's
claim register.

      * Beloit Corporation Bondholders

        -- Delivery and Distribution Record Date

Beloit Corporation Indentures in this section refer to:

      (A) that certain Indenture of Trust between Aiken County,
South Carolina (Series 1993) and Wells Fargo Bank Minnesota,
National Association, as successor in interest to The First
National Bank of Chicago, as Indenture Trustee dated as of
December 1, 1993;

      (B) that certain Indenture of Trust between City of Neenah,
Wisconsin (Series 1993) and the Beloit Corporation Indenture
Trustee, dated as of December 1, 1993;

      (C) that certain Indenture of Trust between the Industrial
Deve1opment Corporation of the Port of Seattle (Series 1994) and
the Beloit Corporation Indenture Trustee, dated as of December
1, 1993;

      (D) that certain Indenture of Trust between Massachusetts
Industrial Finance Agency (Series 1991A) and the Beloit
Corporation Indenture Trustee, dated as of December 1, 1993;

      (E) that certain Indenture of Trust between Aiken County,
South Carolina (Series 1991) and the Beloit Corporation
Indenture Trustee, dated as of December 1, 1993; and

      (F) that certain Indenture of Trust between the City of
Beloit, Wisconsin (Series 1991) and the Beloit Corporation
Indenture Trustee

Beloit Corporation Bonds refer to the following bonds issued
pursuant to the Beloit Corporation Indentures listed from (A)
to (F) above:

      (1) Industrial Development Revenue Refunding Bonds,
totaling $3,500,000 in principal, issued under the Beloit
Corporation Indentures dated in 1991;

      (2) Industrial Development Revenue Refunding Bonds,
totaling $5,310,000 in principal, issued under the Beloit
Corporation Indentures dated in 1993; and

      (3) Industrial Development Revenue Refunding Bonds,
totaling $5,610,000 in principal, issued under the Beloit
Corporation Indentures dated in 1994 (all of the foregoing bonds
issued pursuant to the Beloit Corporation Indentures referred to
herein as the "Beloit Corporation Bonds"), issued pursuant to
the Beloit Corporation Indentures.

All payments with respect to the Beloit Corporation Bonds shall
only be made to the Beloit Corporation Bondholders after the
surrender by the Beloit Corporation Bondholders of the Beloit
Corporation Bonds or, if any Beloit Corporation Bonds are
stolen, mutilated or destroyed, delivery of evidence
satisfactory to the Beloit Corporation Indenture Trustee of the
loss, theft, mutilation or destruction of the Beloit Corporation
Bonds or, in the Beloit Corporation Indenture Trustee's sole and
absolute discretion, an affidavit of a Beloit Corporation
Bondholder in accordance with Article B of the Uniform
Commercial Code, or a surety bond, the amount and form of which
shall be satisfactory to the Beloit Corporation Indenture
Trustee and the Plan Administrator, from a surety company
satisfactory to the Beloit Corporation Indenture Trustee and the
Plan Administrator. Upon surrender of such certificates, the
Beloit Corporation Indenture Trustee shall cancel the Beloit
Corporation Bonds and deliver the canceled Beloit Corporation
Bonds to the Plan Administrator or otherwise dispose of the same
as the Plan Administrator may reasonably request.

As soon as practicable after (a) surrender of the Beloit
Corporation Bonds evidencing the Beloit Corporation Bondholders'
claims or (b) delivery of the affidavit or Beloit Corporation
Bonds, the Beloit Corporation Indenture Trustee shall distribute
pro rata to the Beloit Corporation Bondholders in accordance
with the respective rights of the Beloit Corporation Indenture
Trustee and the Beloit Corporation Bondholders under the terms
of the Beloit Corporation Indentures.

If the Beloit Corporation Bondholders have not complied with the
provisions described by the first anniversary of the date the
Plan Administrator makes the first payment to the Beloit
Corporation Indenture Trustee, the Beloit Corporation
Bondholders shall be deemed to have no further Claim against the
Debtors, the Debtors' estates, the plan Administrator or the
Beloit Corporation Indenture Trustee. As soon as practicable
after the first anniversary of the Trustee Pay Date, the Beloit
Corporation Indenture Trustee shall deliver to the Plan
Administrator the distributions that the Beloit Corporation
Bondholders would have received had the Beloit Corporation
Bondholders surrendered the Beloit Corporation Bonds evidencing
such claim to the Debtors, and, upon such delivery, the Beloit
Corporation Indenture Trustee shall have no further
responsibility with respect to such non- delivering or non-
surrendering Beloit Corporation Bondholders under the Beloit
Corporation Indentures or the provisions of the Plan.

The Distribution Record Date is deemed the record date for
identification of Beloit Corporation Bondholders entitled to
receive distributions under the Plan. The Debtors, their agents
and servicers and the Beloit Corporation Indenture Trustee shall
have no obligation to recognize any transfer of any Beloit
Corporation Bonds occurring after the Distribution Record Date.
In making any distribution with respect to any Claim, the
Debtors, the Plan Administrator, their agents and servicers, and
the Beloit Corporation Indenture Trustee shall be entitled
instead to recognize and deal for all purposes hereunder only
with the entity who is listed on the Beloit Corporation
Indenture Trustee's books and records as of the close of
business on the Distribution Record Date.

      -- Beloit Corporation Indenture Trustee Fees

The payments and distributions under the Plan to Beloit Corp.
Bondholders under the Beloit Corporation Indentures shall be
made to the Beloit Corporation Indenture Trustee, subject to any
rights or claims of the Beloit Corp. Indenture Trustee (such as
claims for reasonable compensation and reimbursement of
expenses, disbursements and advances including the reasonable
compensation and expenses and disbursements of its agents and
counsel) under the Beloit Corporation Indentures, and the Beloit
corporation Indenture Trustee shall transmit such payments and
distribution to the Beloit Corporation Bondholders. The
reasonable fees and expenses, including legal fees and expenses,
of the Beloit Corporation Indenture Trustee for making
distributions, if any, under the Plan, or for performing other
services required by the Plan in connection with the bankruptcy
case shall be paid by the trust estates (and not the Liquidating
Trust) administered by the Beloit Corporation Indenture Trustee
which are subject to the Belcit Corporation Indenture Trustee's
charging lien, without further order of the Bankruptcy Court, to
the extent provided for in the Beloit Corporation Indentures.

      -- Termination of Beloit Indentures and Discharge of Beloit
         Corporation Indenture Trustee

The Beloit Corporation Indentures and the Beloit Corporation
Bonds issued thereunder shall terminate as of the Effective Date
pursuant to section 1123(a)(5)(F) of the Bankruptcy Code, except
as necessary to administer the rights, claims, liens, and
interests of the Beloit Corporation Indenture Trustee and Beloit
Corporation Bondholders (including, to preserve and pursue any
claims, rights, charging liens or interests of the Beloit
Corporation Indenture Trustee under the Beloit Corporation
indentures) and except that the Beloit Corporation Indentures
shall continue in effect to the extent necessary to allow the
Beloit Corporation Indenture Trustee to receive distributions
pursuant to the Plan and make distributions under the Beloit
Corporation Indentures on account of Allowed Claims based upon
the Beloit Corporation Indentures.

The Beloit Corporation Indenture Trustee will close the transfer
record as of the Distribution Record Date. The Beloit Corp.
Indenture Trustee shall have no further obligation under the
Beloit Corporation Indentures and shall be relieved of all
obligations under the Beloit Corporation Indentures relating to
the Beloit Corporation Bonds, except with respect to the
payments required to be made to the Beloit Corporation
Bondholders. Without further action or order of the Bankruptcy
Court, the charging liens of the Beloit Corporation Indenture
Trustee shall attach to any property distributable to Beloit
Corporation Bondholders under this Plan with the same priority,
validity, and effect that such liens had on property
distributable under the Beloit Corporation Indentures. After the
performance by the Beloit Corporation Indenture Trustee (or its
agents) of its obligations pursuant to the Plan and the
Confirmation Order, the Beloit Corporation Indenture Trustee
(and its agents) shall be relieved of all obligations related to
the Beloit Corporation Indentures.

      * Payment of Certain Fees and Expenses Related to the Exit
        Financing Facility

        Notwithstanding the terms of the Order Approving Motion
for Entry of an Order Pursuant to 11 U.S.C. sections 105 and 363
Authorizing Debtors to Pay Certain Fees Under the Exit Financing
Commitment Letter With Deutsche Banc Alex Brown Inc. and Bankers
Trust Company entered on April 17, 2001, the fees and expenses
payable by the Liquidating Debtors in connection with the Beloit
Exit Financing shall be paid by the Liquidating Debtors.

      * Distribution Record Date

        Except as otherwise agreed by the Debtors in writing,
April 13, 2001 is the Distribution Record Date. (Harnischfeger
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HEILIG-MEYERS: Plans to Liquidate John Smyth's Stores Inventory
---------------------------------------------------------------
Heilig-Meyers announced that it filed a motion with the United
States Bankruptcy Court for the Eastern District of Virginia
seeking authorization to liquidate the inventory and other
assets in its three John M. Smyth's Homemakers stores and the
associated distribution center located in Chicago, Illinois
through the conduct of store closing sales.

"After fully exhausting extensive marketing efforts to sell the
Homemakers division as an on-going business, to date, the
Company has been unable to obtain an offer in excess of the
Division's liquidation value as determined by bids submitted by
third-party liquidators," said Managing Director of
Reorganization Ronald L. Barden. Mr. Barden noted, however, that
in addition to soliciting bids from other third-party
liquidators, the Company will continue to seek offers from
potential purchasers on a going concern basis prior to the
Court's hearing on the matter.

The Company filed voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Eastern District of Virginia in
Richmond for Heilig-Meyers Company, Inc., on August 16, 2000.


HOOKMEDIA: Proposed Asset Sale Postponed Until June 25
------------------------------------------------------
In a surprise development at the U.S. Bankruptcy Court in
Boston, the proposed sale of HookMedia's assets was postponed
until at least June 25, according to Adweek.com. The holdup came
after application service provider U.S. Internetworking on
Wednesday inadvertently shut down HookMedia's Artemis database,
which allows HookMedia staffers and clients to track the
progress of online campaigns.

An attorney for Havas Advertising's Media Contacts, the lone
bidder for Hook's assets, said that because there is a
possibility of damage or deletion of vital information, Media
Contacts declined at present to purchase the assets of
HookMedia. U.S. Internetworking assured the court that
HookMedia's database would be up and running by late last night.

It is unknown how much Media Contacts has offered for
HookMedia's assets. The company still employs about 50 people in
offices in Boston and New York. It is believed most of the
staff, as well as Epperson, will be given jobs at Media Contacts
if the deal goes through. HookMedia filed for chapter 11
bankruptcy protection in late April after CEO Don Epperson had
begun negotiations to sell the company to New York-based Media
Contacts. (ABI World, May 25, 2001)


HOOKT.COM: Files Chapter 11 Petition in S.D. New York
-----------------------------------------------------
Hookt.com Inc. said it filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code in the Southern District of New
York.

Hookt said that it has been forced to take this action as a
result of current and pending lawsuits against the company by
two of its former Web developers -- both of which the company
strongly believes are without merit.

The Chapter 11 filing will result in an automatic stay of all
actual and pending litigation thereby preserving the company's
ability to continue as a going concern. The company believes it
is in the best interests of all stakeholders to take this action
at this time.

Hookt will continue its day-to-day operations while it uses the
reorganization structure to continue the orderly evaluation of
its strategic alternatives, a process initiated by the company
in March, including the evaluation of discussions regarding the
potential sale of the company.

Peter Griffith and Chas Walker, co-founders of Hookt, said in a
joint statement, "This was a tough call but the right one in
light of the current and pending unfounded litigation and
today's difficult operating environment. We intend to use the
auspices of the Bankruptcy Court to maximize recoveries to all
stakeholders."

During the reorganization period, Hookt will continue to focus
its business plan on achieving profitability via its core
business of electronic commerce, delivering lifestyle content
from leaders in the hip-hop culture and related Internet-based
shopping channels to consumers.

                       About Hookt

Hookt is the premier online destination for hip-hop music, news,
culture, fashion and shopping targeting the 15 to 34
demographic. Hookt's e-commerce store is making history with
product offerings including hip-hop fashion from leading
designers and brands, CDs, vinyl, DVDs, video games and
accessories, all delivered in 48 hours.

The site offers the ultimate blend of the three "C's:" Content,
Community & Commerce. Hookt offers interactive tools such as the
Beat Bomb and Tag Line machine, which allow users, respectively,
to create their own beats and graffiti.

Content offerings include MP3s and music videos from major and
independent artists, daily news and record reviews, artist
interviews, fashion reviews, runway shows and fashion advice.
Hookt's strategic partners include Puff Daddy and Eminem.

The Hookt network: www.hookt.com, www.hooktstore.com,
www.sayshe.com, www.platform.net, www.slimshadyworld.com,
www.badboyonline.com, www.puffdaddy.com, www.onthesneaktip.com.


HOOKT.COM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hookt.com, Inc.
         3rd Floor
         401 Washington Street
         New York, NY 10013
         646 613 3500

Type of Business: Online destination and e-commerce for hip-hop
                   music, news, culture, fashion and shopping.

Chapter 11 Petition Date: May 25, 2001

Court: Southern District of New York (Manhattan)

Bankruptcy Case No.: 01-13114

Debtor's Counsel: Peter D. Morgenstern, Esq.
                   Bragar Wexler Eagel & Morgenstern, LLP
                   900 Third Avenue
                   12th Floor
                   New York, NY 10022
                   (212) 308-5858
                   Fax : (212) 486-0462
                   Email: morgenstern@bragarwexler.com

Total Assets: $2,928,014

Total Debts: $817,735

List of Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
Kloken, Inc.                  Trade Debt           $ 1,270,338
59 Street New York
NY 10038

Valley Media, Inc.            Trade Debt             $ 146,915

Kana Communications, Inc.     Trade Debt              $ 65,000

Image Info                    Trade Debt              $ 63,965

ASPRE, Inc.                   Trade Debt              $ 51,450

Oven Digital                  Trade Debt              $ 48,000

Media 100, Inc.               Trade Debt              $ 47,421

114 Delancey LLC              Trade Debt              $ 40,624

WorldWeb                      Trade Debt              $ 36,018

Double Click, Inc.            Trade Debt              $ 25,198

Brobeck Phleger &             Trade Debt              $ 23,356
Harrison LLP

Globix Corporation            Trade Debt              $ 22,554

Greenberg Traurig, LLP        Trade Debt              $ 18,369

Tiburon Holdings LLC          Trade Debt              $ 18,121

Ernst & Young                 Trade Debt              $ 17,650

Tek 21                        Trade Debt              $ 16,000

Carol/Trvelyan                Trade Debt              $ 15,809
Strategy Group

Real Networks                 Trade Debt              $ 11,000

Mass Mutual Life              Trade Debt              $ 10,938
Insurance

S&S Graphics, Inc.            Trade Debt               $ 9,650


INTEGRATED HEALTH: Blue Cross Presses For Decision On Contract
--------------------------------------------------------------
Integrated Health Services, Inc. et al. and Rotech Oxygen and
Medical Equipment entered into a Preferred Patient Care
Participation Agreement with Blue Cross and Blue Shield of
Florida, Inc. and a Group Health Services Agreement with Health
Options, Inc. (HOI) to provide Integrated and Rotech with
insurance policy benefits.

Blue Cross and HOI told the Court that Integrated and Rotech are
currently in default in the amount of $57,970.71 in respect of
insurance payments with regard to the Contract with Blue Cross
and the Agreement with HOI. Of this, $11,244.88 is owed to Blue
Cross for post-petition insurance payments.

Blue Cross and HOI complained that the continued use of the
Contract and Agreement by Integrated and Rotech without
assurance of future payment of the insurance premiums, cure of
the arrearage of $57,970.71 and future performance is both
detrimental and prejudicial to the interests of Blue Cross and
HOI.

Blue Cross and HOI asserted that, pursuant to Section 365(d)(2)
of the Bankruptcy Code, Integrated and Rotech must assume or
reject all executory contracts through a Motion or a Plan of
Reorganization but they have not done so with respect to the
Contract and the Agreement.

Accordingly, Blue Cross and HOI asked the Court to

      (1) to compel Integrated Behavioral Health Systems, LLC and
Rotech Oxygen and Medical Equipment to accept or reject the
Contract, to accept or reject the Agreement,

      (2) to impose a deadline on filing the motion to assume
unexpired executory contracts,

      (3) to order a cure of the arrearages in the amount of
$57,970.71. (Integrated Health Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Rejecting Three Property Leases in Indianapolis
-------------------------------------------------------------
The Loewen Group, Inc. seek the Court's authority to reject an
unexpired nonresidential real property lease with Thelma G.
Moore (the landlord), effective as of June 30, 2001 with respect
to three parcels of real property located at 8151 Allisonville
Road, 2050 East Michigan Street and 8669 Pendleton Pike, all in
Indianapolis, Indiana. The Debtors currently operate a funeral
home business on the Properties.

The Debtors, in the exercise of their business judgment, have
determined that, under the current circumstances, the rejection
of the Lease is in the best interests of their estates and
creditors.

First, the three locations that are the subject of the Lease
exceed the number of locations that the Debtors require to
conduct their funeral home business in the applicable market.
The Debtors intend to consolidate the operations of their
funeral home business in this market into a single location,
thereby reducing the rental expense and other operating costs
incurred in the operation of the business.

In addition, the Lease contemplates under certain circumstances
an increase in the monthly rent under the Lease to 150 percent
of the then fair rental value of the Properties. The term of the
Lease is the 20-year period from May 1, 1990 through April 30,
2010. The monthly rent under the Lease is $6,250. Commencing 90
days after the death of the Landlord, however, the monthly rent
increases to the greater of: (a) 150 percent of the then fair
rental value of the Properties, as determined by an appraiser
selected by the executor of the Landlord's estate; or (b)
$6,250, subject to certain cost of living adjustments. For a
period of 60 days after receiving notice of the Landlord's
death, the tenant has an option to purchase the Properties for
$942,000, adjusted annually for increases in the Consumer Price
Index. The Debtors believe that this rental rate would far
exceed the rent for other available properties in the market
that would serve the Debtors' needs.

Moreover, the Debtors have concluded that, due in part to this
rent increase provision, they will be unable to market the Lease
successfully.

Finally, the Debtors believe that the purchase price provided
for under the Lease substantially exceeds the value of the
Properties.

The Debtors anticipate that they will have negotiated the terms
of a lease for a single location and will be in a position to
consolidate their funeral home business currently operated at
the three locations covered by the Lease into the single
location by July 1, 2001.

Accordingly, the Debtors seek authority to reject the Lease
effective as of June 30, 2001. (Loewen Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARKETING SPECIALISTS: S&P Cuts Ratings to D Due To Bankruptcy
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
Marketing Specialists Corp. to 'D' from double-'C' and lowered
its subordinated debt rating to 'D' from single-'C'. The rating
action follows the company's May 24, 2001, announcement that it
has filed a voluntary petition for protection under Chapter 11
of the U.S. Bankruptcy Code.

Dallas, Texas-based Marketing Specialists is a food brokerage
firm that provides outsourced sales and marketing services to
manufacturers of food and grocery products. The company's
difficulty in integrating acquisitions negatively impacted cash
flow and liquidity.


MARKETING SPECIALISTS: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Lead Debtor: Marketing Specialists Corporation
              17855 N. Dallas Parkway
              Suite 200
              Dallas, TX 75287

Debtor affiliates filing separate chapter 11 petitions:

              Marketing Specialists Sales Company
              Paul Inman Associates
              The Sales Force Companies

Type of Business: The company is an independent sales and
                   marketing representative, selling grocery and
                   consumer products on behalf of manufacturers
                   and coordinating the execution of
                   manufacturers' merchandising programs with
                   retailers, wholesalers, mass merchandisers,
                   supercenters, membership warehouses, drug
                   stores and specialty food outlets.

Chapter 11 Petition Date: May 24, 2001

Court: Eastern District of Texas (Sherman)

Bankruptcy Case Nos.: 01-42011 through 01-42014

Debtors' Counsel: Frank J. Wright, Esq.
                   2900 Renaissance Tower
                   1201 Elm Street
                   Dallas, TX 75270-2102
                   214-742-2900

Total Assets: $138,793,000

Total Debts: $338,956,000

Consolidated List of Debtors' Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
Chase Manhattan               bond debt           $ 26,375,000
Pete Edel
Four New York Plaza
11th Floor
Corp Acquisitions Dept.
New York, NY 10004
212.344.0266

Investors Bank and            bond debt           $ 23,615,000
Trust Company
Jeff Jhonson
Corp. Acct.
200 Clarendon St.
15th Floor
Boston, MA 02116

Locker and Company            bond debt           $ 12,150,000
Maureen Connoly
c/o State Street Bank
and Trust
225 Franklin St.
Boston, MA 02110
617.786.3000

Bank of New York              bond debt            $ 9,000,000
Eric Sealey
One Wall Street
New York, NY 10286
212.495.1784

Brown Brother Harriman        bond debt            $ 8,600,000
& Co.
Jerry Van Buren
59 Wall Street
New York, NY 10005
212.483.1818

Chase Securities              bond debt            $ 6,760,000
Jim Delaney
55 Water St.
Rm 430 N. Bldg.
New York, NY 10041
212.363.9126

Gynn Eller                    acquisition debt     $ 5,859,829
Chris Scheurer
18103 Harbor Light Blvd.
Cornelius, NC 28031
704.343.2174

Chase Bank of Texas           bond debt            $ 5,000,000
Annie Alexander
811 Rusk
14-HCB-09
Huoston, TX 77002
713.216.7000

JF & JF Limited               acquisition debt     $ 3,928,687
Partnership
Jim Forkin
8767 Misty Creek Drive
Sarasota, FL 34241
330.656.4302

Quincy Cummings               acquisition debt     $ 3,872,074
Chris Scheurer
4270 Miller Road
Salisbury, NC 28147
704.343.7214

Citibank NA                   bond debt            $ 3,000,000
Tom Melton
3800 Citibank Center
Bldg. B 3rd Floor
Tampa, FL 33610-9122
813.604.3000

Swim & Company                bond debt            $ 3,000,000
Maureen Connoly
c/o State Street Bank
& Trust
225 Franklin St.
Boston, MA 02110
617.786.3000

PNC Bank                      bond debt            $ 1,5000,000
Keith Ellerson
c/o Saxon & Co.
8800 Tinicum Blvd.
Philadelhia, PA 19153

Donn Robins                   acquisition debt     $ 1,447,950
S74w13048 Courtland
Muskego, WI 53150
414.529.1248

John Huetteman                acquisition debt     $ 1,388,516
80 N. Duval
Grosse Pointe Shore
MI 49236
310.610.4060

William Lee                   acquisition debt       $ 990,703
1405 Isleworth Court
Naperville, IL 60564
630.787.2600 ext 404

Thomas Gallagher              acquisition debt       $ 885,917
404 S. Carlyle Place
Arlington Heights
IL 60004
847.342.1403

Jhon Voelker                  acquisition debt       $ 881,510
Edinburgh Place
North Bend, OH 45052
513.467.0411

Custodial Trust Co            bond debt              $ 750,000
Jay Silverstein
101 Carnigie Center
Princeton, NJ 08540
609.951.2300

Paul Mills                    acquisition debt       $ 685,870
2007 Avondale COurt
Waukesha, WI 53186
262.574.1569


MAXICARE: California Subsidiary Files for Bankruptcy Protection
---------------------------------------------------------------
Maxicare Health Plans Inc. (MHP) (Nasdaq: MAXI) announced that
its California managed health care subsidiary has filed for
Chapter 11 under the Federal bankruptcy court.

Earlier in the day, the California Department of Managed Health
Care issued an order appointing a conservator for Maxicare's
California subsidiary. The company emphasized that it is
actively working to provide for continuity of care for
Maxicare's members.

"We are actively pursuing discussions with the Department of
Managed Health Care with respect to their decision to file
conservatorship and our decision to file for Chapter 11. We will
work with them to assure continuity of care for our members,
compensation for healthcare providers and an orderly transition
of Maxicare enrollees to appropriate health care plans," said
Paul Dupee, chairman and CEO of Maxicare Health Plans Inc.

Maxicare also announced that it has requested mutual termination
of its Medicare plus Choice contract with the Healthcare Finance
Administration (HCFA) effective Aug. 1, 2001. This contract
covers Medicare services in California. Upon the approval of the
request by HCFA, Maxicare will work with its Medicare members to
facilitate transition to other plans and providers by July 31,
2001.


MONEY'S FINANCIAL: Committee Taps Neligan Andrews as its Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Money's
Financial LLC and its debtor affiliates seeks court approval to
employ Neligan, Andrews & Foley, LLP as counsel for the
committee.

The Committee intends that the firm will provide the following
services:

      * Assisting and advising the Committee in its consultations
with the debtors relative to the overall administration of the
case;

      * Representing the Committee at hearings to be held before
this court and communicating with the committee regarding the
matters heard and the issues raised as well as the decisions and
considerations of this court;

      * Appearing in court, representing the interests of the
Committee, and to prosecute any actions or claims that the
Committee may have or obtain during the course of the bankruptcy
proceeding;

      * Assisting and advising the Committee in its examination
and analysis of the conduct of the debtors' affairs;

      * Reviewing and analyzing pleadings, orders, operating
reports, schedules, statements of affairs and other documents
filed and to be filed with the court by the debtors or other
interested parties in this case; advising the Committee as to
the necessity, propriety and impact of such filings and
consisting or objecting to pleadings or orders on behalf of the
Committee;

      * Assisting the Committee in preparing such applications,
motions, memoranda, proposed, orders and other pleadings as may
be required in support of positions taken by the Committee, as
well as preparing witnesses and reviewing documents relevant
thereto;

      * Coordinating the receipt and dissemination of information
prepared by and received from the debtors and other
professionals;

      * Assisting and counseling the Committee in its
negotiations with the debtors, its creditors, or other court-
appointed representatives or interested third parties concerning
the terms, conditions and import of any proposed plan or plans
of reorganization;

      * Conducting such examinations of officers and employees of
the debtors and other witnesses as may be necessary in order to
analyze and determine, among other things, the debtors' assets
and financial condition, whether the debtors have made any
avoidable transfers of property, or whether causes of action
exist on behalf of the debtors estate.

The firm will charge hourly rates ranging from $350 to $300 per
hour for the firm partners; $135 to $225 for the firm's
associates and $70 to $100 for the firm's legal assistants.


NETSOL INT'L: Current Board Balks At Election of New Directors
--------------------------------------------------------------
The management team of NetSol International, Inc. (NASDAQ:NTWK;
WWW.NETSOL-INTL.COM) has announced that its board of directors
intends to vigorously resist a shareholder proposal to elect a
new board of directors.

"NetSol just reorganized its business to focus on its core
competencies and is extremely well positioned to maximize long-
term value for its stockholders," NetSol's President Salim
Ghauri, stated. "Throughout the past year, we have developed key
relationships with offshore customers, including Daimler
Chrysler, Singapore, Daimler Chrysler, Australia and Daimler
Chrysler, Taiwan. Additionally, we have continued to grow our
pool of superior offshore software developers. With the current
management's strong IT background, NetSol is poised to leverage
these relationships to offer its products and IT services
worldwide," he added.

The four shareholders seeking to replace the board are led by
Blue Water Master Fund, a Netherlands, Antilles based hedge
fund, and are believed to hold approximately 25 percent of
Netsol's outstanding common stock.

"Those candidates on the proposed slate do not have the skills
required to execute the NetSol business plan," stated Najeeb
Ghauri, NetSol's chief executive officer. "If those investors at
Blue Water Master Fund had wanted to maximize long-term
stockholder value, they would have proposed a slate consisting
of people who understand the running of a complex offshore
software delivery engine - not one that includes a hospitality
executive for a Formula One race car concern and two Wall Street
financiers."

NetSol International, Inc. anticipates filing a proxy statement
in opposition to the proposal to replace the Board. NetSol
currently is considering all of its alternatives with respect to
the actions of Blue Water Master Fund involved in the proxy
solicitation.

                About NetSol International Inc.

NetSol International Inc. is an ISO-9001 certified software
developer in the global information technology industry. With an
international workforce of more than 400 employees, NetSol
specializes in software development, proprietary and asset-based
leasing and finance programs, IT consulting, and creation of
eBusiness and Web-based solutions for a growing list of blue-
chip customers worldwide. Clients include Daimler Chrysler
Taiwan; Mercedes Benz Financing, Australia; Mercedes Benz
Leasing, Thailand; Volvo Finance Australia; International
Decision Systems, Inc.; St. George Bank, Australia; GMAC in
Australia; Debis Portfolio Systems, U.K.; VoiceStream; Prism
Inc, USA; Global One, USA; Clinical Interactions and Askari
Leasing Ltd. For more information about NetSol and its
subsidiaries, visit the company's web site at WWW.NETSOL-
INTL.COM


PACIFIC GAS: Says 97% Of Qualifying Facilities Are Back On Line
---------------------------------------------------------------
Pacific Gas and Electric Company disclosed that nearly all of
the Qualifying Facilities (QFs) that had shut down earlier this
year for financial reasons have returned to service, and are
again generating power for PG&E's electric customers.

Only eight of the more than 300 QFs under contract to PG&E are
still shut down for payment-related reasons. These eight
remaining generators typically deliver about 109 mw of power,
out of the roughly 2,500 mw total typically delivered by all
PG&E- contracted QF generators combined. All eight facilities
are gas- fired generators.

"We remain optimistic that these last few generators will come
back on line in the next few days, and we are working with them
to help make that happen," said Gordon R. Smith, president and
CEO of Pacific Gas and Electric Company. "Ironically, our
Chapter 11 filing has provided additional financial certainty to
many QFs, since we are now able to pay them in full for power
they are delivering, and since rates currently cover their
costs. We will continue to work with the QF producers to assure
that all of the power they are supposed to deliver will be
available for our customers."

The QFs under contract to Pacific Gas and Electric Company have
been paid in full since early April, and received partial
payments for prior deliveries.

In addition to the facilities shut down for nonpayment, another
13 facilities that would ordinarily be delivering an average of
82 mw are out for scheduled maintenance or unplanned outages.
This amount is fairly typical and not unusual for this time of
year. (Pacific Gas Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PEERCE'S PLANTATION: Bankrupt Restaurant's Auction is on June 14
----------------------------------------------------------------
Peerce's Plantation, a bankrupt Baltimore County, Md.-based
restaurant and caterer, will be auctioned on June 14, according
to The Baltimore Sun. The auction will include the sale of the
restaurant and catering facility, a 6,000-square-foot executive
house where owner Peerce M. Lake lived, and an adjacent 14.74
acres of property. The restaurant's corporate name - Peerce's
Plantation Inc. - and its 7-day class B restaurant license are
also up for sale. (ABI World, May 25, 2001)


PLIANT SYSTEMS: Court Okays Proposed Asset Sale Procedures
----------------------------------------------------------
Pliant Systems, Inc. (OTCBB: PLNS), a leading provider of
integrated multi-service access platforms for the
telecommunications industry, announced that it has obtained
court approval for the procedures outlining the sale of its
assets under section 363 of the Bankruptcy Code.

The sale process is open to any Qualified Bidder, which is
defined as any entity that provides the Company with evidence
that establishes, among other things,

      (i) sufficient financial ability to consummate a
          transaction proposed by such bidder

     (ii) ability to obtain all necessary licenses, consents, and
          approvals.

The minimum bid for the Company's assets, which consist of
certain receivables and inventories, product related test and IT
equipment and all intellectual property, has been set at
$8,000,000 in cash and must be accompanied by a cash deposit
equal to 10% of the bid. As of April 30, 2001, the Available
Assets had a book value of approximately $30 million.

The Company's Pliant 3000 Integrated Access Platform  is a
distributed integrated access platform that combines traditional
copper-based POTS services with next generation broadband
services and digital/optical transport by integrating the
capabilities of

      (i) a next generation digital loop carrier

     (ii) a digital subscriber line access multiplexer/ remote
          access multiplexer

    (iii) a 1/0 digital crossconnect system and

     (iv) an optical/DSL/DSX transport system, into a single cost
          effective platform.

The Pliant 3000 also combines ATM/TDM switching to ensure high
quality of service ("QoS") for voice and broadband data
services. To date, the Company has invested $90 million to
develop the Pliant 3000. As of April 30, 2001, the Company has
received 24 customer trial commitments / first office
applications and completed 14 of these trials.

Upon execution of a confidentiality agreement with the Company,
Qualified Bidders will have the opportunity to conduct due
diligence at the Company's headquarters, where a full data room
and senior management will be available. The due diligence
period will be open until June 22, 2001, when initial Qualified
Bids will be due to Kilpatrick Stockton LLP and Jefferies &
Company, Inc. Initial Qualified Bids are expected to reflect
completed due diligence and firm financing and shall remain open
and irrevocable until 48 hours after closing. If the Company
receives more than one Qualified Bid, on June 27, 2001 the
Company will conduct an auction process among the Qualified
Bidders. Bidding will commence with the highest or otherwise
best Qualified Bid and continue in increments of not less than
$250,000, until all parties have made their final offers.

Inquiries into the sales process can be directed to William Q.
Derrough, Kent Warner or Leo Chang of Jefferies & Company, Inc.
at 212-284-2550.

The Company will select the highest and best Qualified Bid by
June 28, 2001. Any Qualified Bidder objecting to the Proposed
Purchaser will have until July 6, 2001 to object and enter a
higher and better Qualified Bid. All bids topping the Proposed
Purchaser must be at least $500,000 in excess of the Proposed
Purchaser's bid. In the event that the Company accepts or the
Court approves another offer other than the Proposed Purchaser's
bid, the Company shall be obligated to pay to the Proposed
Purchaser a cash break-up fee equal to 3% of the purchase price
of the Proposed Purchaser. If the entity that makes the highest
or best offer fails to consummate the purchase of assets, the
offeror of the second highest or best bid will automatically be
deemed to be the high bidder without further order of the Court.

The Company estimates that the Sales Hearing to confirm the
Proposed Purchaser will occur on July 11, 2001, with closing
expected approximately 20 days thereafter.

The following table summarizes the key dates of the Company's
Sale process:

      -- Bidder Due Diligence Period Now - June 22
      -- Initial Bids Due June 22, 2001
      -- Auction Process June 27, 2001
      -- Selection Date of Proposed Purchaser June 28, 2001
      -- Objection Deadline July 6, 2001
      -- Sale Hearing July 11, 2001
      -- Closing Late July

                     About Pliant Systems

Pliant Systems Inc. designs, manufactures and markets integrated
multi-service access platforms for the telecommunications
industry. The company provides competitive local exchange
carriers and incumbent local exchange carriers with integrated
access systems capable of delivering voice, data and video
services over diverse network topologies. The company's primary
product, the Pliant 3000 Integrated Access Platform, is designed
to relieve the strain on digital loop carrier systems caused by
the Internet explosion, utilizing a distributed architecture to
deliver traditional telephony and emerging high-bandwidth
services deep into the access network. The company's web site is
http//www.pliantsystems.com

Pliant Systems can be reached: 4024 Stirrup Creek Drive, P.O.
Box 13737, Research Triangle Park, NC 27709-3737; Telephone
(919) 544-0015.


RBX CORPORATION: Plan Confirmation Hearing Set For June 12
----------------------------------------------------------
According to documents obtained by BankruptcyData.com, RBX Corp.
filed a Second Amended Joint Plan of Reorganization and related
Disclosure Statement with the U.S. Bankruptcy Court. The Court
subsequently approved the Disclosure Statement and scheduled a
July 12, 2001 hearing to consider confirming the Plan of
Reorganization. (New Generation Research, May 25, 2001)


RHYTHMS NETCONNECTIONS: Shares Kicked Off Nasdaq, Now On OTCBB
--------------------------------------------------------------
Rhythms NetConnections Inc. (Nasdaq: RTHM), a leading provider
of broadband communication services, said that the Company's
common stock will begin trading on the OTC Bulletin Board(R)
(OTCBB), effective as of the opening of business on May 30,
2001. The OTCBB is a regulated quotation service that displays
real-time quotes, last-sale prices and volume information in
over-the-counter (OTC) equity securities. The Company's ticker
symbol (RTHM) will remain the same.

The move to the OTCBB follows the Company's receipt, on May 21,
2001, of formal notification from NASDAQ that the Company's
common stock would be delisted from the NASDAQ National Market
as of the opening of business on May 30, 2001, because the
Company does not currently comply with the $4 million of net
tangible assets and $1.00 minimum bid price requirements for
continued listing on the NASDAQ National Market. The Company has
decided not to appeal the delisting notice.

                      About Rhythms

Based in Englewood, Colo., Rhythms NetConnections Inc. (Nasdaq:
RTHM) provides DSL-based, broadband communication services to
businesses and consumers. Telecommunications services for
Rhythms are provided by Rhythms Links Inc., a wholly owned
subsidiary of Rhythms. For more information visit the company's
Web site at http//www.rhythms.com.


RITE AID: Schedules Annual Shareholders' Meeting On June 27
-----------------------------------------------------------
The Annual Meeting of Stockholders of Rite Aid Corporation, for
Fiscal Year 2001, will be held June 27, 2001, at 10:00 a.m.,
local time at the Radisson Penn Harris Hotel & Convention
Center, 1150 Camp Hill Bypass, Camp Hill, Pennsylvania 17011.

At this Annual Meeting, Stockholders will:

      (1) Elect two directors to hold office until the 2004
Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified;

      (2) Approve an amendment to the Amended Certificate of
Incorporation to increase the number of authorized shares of
common stock from 600,000,000 to 1,000,000,000;

      (3) Ratify the appointment of Deloitte & Touche LLP as the
independent auditors of the company; and

      (4) Transact such other business as may come before the
Annual Meeting of Stockholders or any adjournments or
postponements thereof.

Only stockholders of record at the close of business on May 14,
2001 will receive notice of, and be eligible to vote at, the
Annual Meeting.


VENCOR INC.: ComEd Obtains Stay Relief To Assert Insured Claims
---------------------------------------------------------------
Vencor, Inc. sought and obtained the Court's approval, by way of
a stipulation and order, for relief from the automatic stay to
permit Commonwealth Edison Company (ComEd) to assert claims for
contribution against one or more of the Debtors, including THC-
Chicago, Inc. d/b/a Vencor Hospital-Chicago, in a lawsuit
captioned Larry Cecil Thompson, Individually and as Special
Administrator of the Estate of Larry Cannton, Deceased v.
Commonwealth Edison Company and Vencor Hospitals of Illinois,
Inc., filed in the Circuit Court of Cook County, Illinois, as
Case No. 99 L 14723.

Pursuant to the agreement between ComEd and the Debtors, as set
forth in the stipulation and order:

      (1) The automatic stay provided by section 362(a) of the
Bankruptcy Code will be modified to permit ComEd to file and
prosecute its Claims in the Underlying Action to final judgment,
and to collect any judgment it obtains on its Claims from any
available insurance proceeds, consistent with the Fourth Amended
Joint Plan Of Reorganization Of the Debtors and the Confirmation
Order;

      (2) The recovery by ComEd of a judgment on its Claims in
the Underlying Action will be limited to current applicable
insurance proceeds consistent with the Fourth Amended Joint
Plan Of Reorganization Of the Debtors;

      (3) ComEd reserves all rights to file a proof of claim
solely for that portion of any judgment it obtains on the Claims
that cannot be satisfied by the applicable insurance proceeds;

      (4) The Debtors reserve all rights with respect to the
treatment and classification of any such asserted claims filed
in the Debtors' bankruptcy cases;

      (5) ComEd will not engage in any efforts to collect any
amount from the Debtors and the Debtors will not be required to
make any distribution of property to ComEd on account of any
proof of claim that ComEd has filed, or may file, against the
Debtors' estates in their bankruptcy cases other than as
provided in the Stipulation and Order, subject to the
reservation of rights;

     (6) ComEd agrees that any settlement of its Claims against
the Debtors in the Underlying Action will include a release of
the Claims against the Debtors and the Debtors agree that any
settlement of any claims Debtors may assert against ComEd in the
Underlying Action will include a release of the claims against
ComEd;

      (7) The Stipulation will not affect:

          (a) the rights of the parties to prosecute or defend
              against the merits of any allegations asserted in
              the Underlying Action (except as provided in the
              Stipulation and Order) and any subsequent appellate
              proceedings with respect to the Underlying Action;
              and

          (b) the rights of the Debtors to seek contribution or
              indemnification from any other codefendants.

      (8) Except as otherwise set forth in the stipulation, the
provisions of section 362(a) of the Bankruptcy Code will remain
in full force and effect and will not be deemed modified or
waived in any manner, including, without limitation, the
automatic stay of the enforcement of or execution against the
Debtors upon any judgment obtained. (Vencor Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Asbestos Claimants Retain Caplin As Lead Counsel
------------------------------------------------------------
The Asbestos Personal Injury Claimants Committee in W. R. Grace
& Co.'s chapter 11 cases asked Judge Farnan to approve their
employment of the law firm of Caplin & Drysdale, Chartered, as
lead counsel to the Committee, effective as of the Petition
Date, under a general, renewing retainer to assist the Committee
in carrying out its statutory duties.

The services to be rendered by Caplin & Drysdale are:

      (a) Assisting and advising the Committee in its
consultations with the Debtors and other committees relative to
the overall administration of the estates;

      (b) Representing the Committee at hearings to be held
before this Court and communicating with the Committee regarding
the matters heard and issues raised as well as the decisions and
considerations of this Court;

      (c) Assisting and advising the Committee in its examination
and analysis of the Debtors' conduct and financial affairs;

      (d) Reviewing and analyzing all applications, orders,
operating reports, schedules and statements of affairs filed and
to be filed with this Court by the Debtors or other interested
parties in this case, advising the Committee as to the necessity
and propriety of the foregoing and their impact upon the rights
of asbestos-health related claimants, and upon the case
generally, and, after consultation with and approval of the
Committee or its designees, consenting to appropriate orders on
its behalf or otherwise objecting;

      (e) Assisting the Committee in preparing appropriate legal
pleadings and proposed orders as may be required in support of
positions taken by the committee and preparing witnesses and
reviewing documents relevant thereto;

      (f) Coordinating the receipt and dissemination of
information prepared by and received from the Debtors'
independent certified accountants or other professionals
retained by it as well as such information as may be received
from independent professionals engaged by the Committee and
other committees, as applicable;

      (g) Assisting the Committee in the solicitation and filing
with the court of acceptances or rejections of any proposed plan
or plans of reorganization;

      (h) Assisting and advising the Committee with regard to
communications to the asbestos-related claimants regarding the
Committee's efforts, progress and recommendation with respect to
matters arising in the case as well as any proposed plan of
reorganization;

      (i) Assisting the Committee generally by providing such
other services as may be in the best interests of the creditors
represented by the Committee.

Caplin and Drysdale has determined that it currently represents,
formerly represented, or currently represents an affiliate of:

Current Representations

      Bank of America
      J.P. Morgan & Chase Co.
      Barclays Bank PLC
      Citibank
      ABN AMRO Bank N.V.
      Amerada Hess Corporation

Former Representations

      W. R. Grace & Co. (1973-1974)
      Credit Suisse First Boston
      Bank of New York
      Chase Manhattan Bank
      Credit Lyonnais
      Union Carbide Corporation
      FMR Corporation
      Perkins, Coie, Stone, Olsen & Williams
      Hirschler, Fleischer, Weinberg, Cox & Allen

Current Representation of Affiliates

      The Travelers Companies
      The Hartford
      Ingersoll-Rand Corporation
      Exxon Mobil Corporation

In each case, the representation in question involves or
involved tax matters that are unrelated to these bankruptcy
actions and create no actual conflict of interest for Caplin &
Drysdale, said Elihu Inselbuch, a member of Caplin & Drysdale.
However, because of the size of the Debtors, unbeknownst to
Caplin & Drysdale, it may now or in the future represent other
creditors of the Debtors in tax or other matters unrelated to
these bankruptcy cases. Caplin & Drysdale will supplement its
affidavit if and when necessary to disclose any further
relationships that require disclosure in these cases.

Subject to the Court's approval and in accord with the
Bankruptcy Code and Rules, the Committee requested that Caplin &
Drysdale be compensated on an hourly basis, plus reimbursed for
actual, necessary expenses. The current hourly rates applicable
to the attorneys and paralegals proposed to represent the
Committee are:

         Elihu Inselbuch            $630
         Peter Van N. Lockwood      $500
         Julie W. Davis             $365
         Trevor W. Swett, III       $360
         Nathan D. Finch            $290
         Rita C. Tobin              $265
         Kimberly N. Brown          $265
         Kris Bess                  $160
         Robert C. Spohn, paralegal $135
         Elyssa J. Strug, paralegal $125
         Sean O'Connell, paralegal  $115

This listing is not exclusive, the Committee advised Judge
Farnan, and other professionals may perform services for the
Committee. The Committee requests approval of this employment as
of the Petition Date because it was necessary for Caplin &
Drysdale to begin work immediately on behalf of the Committee.
(W.R. Grace Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WINSTAR COMM: Wants To Sell Project-Based Consultant Business
-------------------------------------------------------------
As part of its efforts to increase liquidity and focus on
providing broadband services, Winstar Communications Inc. wants
to sell a project-based consultant business as soon as possible.
In a court filing, Winstar bankrupt affiliate Wireless Inc.
seeks court approval to sell to Sayers Group LLC substantially
all the assets used in or related to its Professional Services
division. A hearing on the request is scheduled for June 21
before Judge Joseph J. Farnan, Jr. of the U.S. District Court in
Wilmington, Del. Responses to the request must be filed by
June 4. (ABI World May 25, 2001)


XPEDIOR INC.: Technical Portal Developer Files for Chapter 11
-------------------------------------------------------------
FranchiseMaster Technologies, Inc. (CDNX: YFH), through its
subsidiary FranchiseMaster Technologies USA, Inc. (FMTI),
announced that Xpedior Inc., its technical portal developer,
filed Chapter 11 of the US Bankruptcy code.

The Board and principals of FMTI have worked closely and
consistently with Xpedior and its representatives during their
recent challenges in order to gain access to the portal. To
assist in this process, FMTI has retained the services of an
independent consultant to act on its behalf.

Mr. Rooney, President and Founder, stated that "we are working
hard to bring the Xpedior issue to a close while we move forward
with our business."

While FranchiseMaster is not able to operate its portal at this
time, it is aggressively moving forward with its next phase of
company development, the new Support and Services Division. This
division offers in depth franchise sales assistance,
consultative business services, operational support,
royalty management systems as well as marketing implementation
to the over 385 pre- registered franchise companies,
representing over 90,000 independent franchise owners that need
our business efficiencies in this economy.


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

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

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

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

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

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

June 27-30, 2001
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact:  770-535-7722 or Nortoninst@aol.com

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

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

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

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

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

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

August 10-11, 2001
    Association of Insolvency and Restructuring Advisors
       Distressed M&A Conference
          Ocean Place Conference Resort, Long Branch, New Jersey
             Contact: aira@airacira.org

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

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

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

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

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

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

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

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

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

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

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

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

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

March 3-6, 2002 (tentative)
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute I
          Park City Marriott Hotel, Park City, Utah
             Contact:  770-535-7722 or Nortoninst@aol.com

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

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

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

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

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

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

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

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

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

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

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

                            *********

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

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

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

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

                           *********

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

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

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

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

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

                      *** End of Transmission ***