TCR_Public/010607.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 7, 2001, Vol. 5, No. 111

                             Headlines

ABC-NACO: Fitch Withdraws B & CCC Senior Debt Ratings
ALLIS CHALMERS: Ansbacher Trust & Colebrooke Hold Majority Stake
AMRESCO INC.: Wins Stockholders' Support in Board Elections
BCT INTERNATIONAL: Shares Subject To Delisting From Nasdaq
BIO-PLEXUS: Taps CP Medical To Distribute Products

BLACK WARRIOR: Funds Insufficient To Pay Debts
CROWN PAPER: Tembec to Buy Pulp And Paper Mill for $185 Million
DANKA BUSINESS: Securities Exchange Offer Extended Till Tomorrow
DIAMOND ENTERTAINMENT: Balmore S.A. Owns 7.5% Of Common Stock
DRYPERS: Associated Hygienic Completes Integration Of Assets

EMPIRE OF CAROLINA: Selling All Toy Operations To Alpha Int'l
FACTORY CARD: Bankruptcy Court Okays Disclosure Statement
FINOVA GROUP: Proposes Plan Solicitation Procedures
FRANCHISE LOAN: Fitch Cuts Ratings To Low-B's & Junk Levels
GENESIS HEALTH: Files Joint Chapter 11 Plan of Reorganization

GLOBALSTAR: Shares Face Delisting From the Nasdaq Market
HOLLYWOOD ENTERTAINMENT: Completes Amendment Of Credit Facility
HOLLYWOOD ENTERTAINMENT: Moody's Confirms Caa3 Sub Note Rating
INTEGRATED HEALTH: Seeks To Extend Exclusive Period To Sept. 28
LITTLE SWITZERLAND: Tiffany & Co. Now Holds 45% Equity Stake

LITTLE SWITZERLAND: PwC Replaces Arthur Andersen As Auditors
LOEWEN: Sources And Uses Of Cash Described In 2nd Amended Plan
MARKETING SPECIALISTS: Food Broker Lays Off Most Workers
MAXICARE CALIFORNIA: S&P Drops Insurer's Bpi Rating To R
MITCHELL AGENCY: Shuts Down & Plans To File for Bankruptcy

OMNIPLEX COMM.: CCC GlobalCom Plans to Acquire Certain Assets
PACIFIC GAS: Committee Asks Court To Allow Securities Trading
PAYLESS CASHWAYS: Case Summary & 20 Largest Unsecured Creditors
PILLOWTEX CORP.: SouthTrust Wants Payment Of Post-Petition Rent
PLANET HOLLYWOOD: Posts Financial Results For First Quarter 2001

PURINA MILLS: Irwin Jacobs Discloses 5.62% Equity Stake
SAFETY-KLEEN: 2nd Motion To Compel PwC To Produce Documents
SOURCE MEDIA: Defaults on $5.3MM Interest Payment on Senior Note
SPINCYCLE INC.: Stretches Deadline For Exchange Offer to June 11
SUNTERRA: Discloses Terms of Greenwich Capital's Financing Pact

THERMADYNE HOLDINGS: S&P Downgrades Debt Ratings to D
URANIUM RESOURCES: Robert Manning Owns 8% Of Common Stock
USG CORPORATION: Moody's Downgrades Senior Debt Rating to Caa3
WASTEMASTERS: Esquire Trade Reports 6.2% Equity Stake
WINSTAR: U.S. Trustee Reschedules Creditors' Meeting To June 15

ZEROPLUS.COM: Shutting Down Operations Due to Lack of Funding

                             *********

ABC-NACO: Fitch Withdraws B & CCC Senior Debt Ratings
-----------------------------------------------------
Fitch has withdrawn its ratings on ABC-NACO Inc.'s (ABCR) senior
secured debt `B' and $75 million of senior subordinated notes
`CCC'. The ratings, which had been downgraded from `BB-'/`B' in
April 2001, were on Rating Watch Negative.

On May 2, 2001, ABCR completed several actions intended to
improve its capitalization and short term liquidity, including
the sale of the Flow and Specialty Products Division for $24
million, the issuance of $15 million of debt, and amending its
bank agreement. In addition, as announced on May 21, ABCR
obtained consent from holders of its senior subordinated notes
to waive defaults and amend provisions of the notes. Large
losses in 2000, and the first quarter of 2001, had significantly
weakened the company's financial and operating flexibility,
prompting the company to take the steps mentioned above.
Management continues to restructure the company to conserve cash
and minimize losses until industry conditions improve.


ALLIS CHALMERS: Ansbacher Trust & Colebrooke Hold Majority Stake
----------------------------------------------------------------
Ansbacher Trust Company, Colebrooke Investments Ltd. and Jupiter
Trust hold 3,200,000 shares of the common stock of Allis
Chalmers Corporation with sole voting power, 175,000 shares with
shared voting power, and sole dispositive powers over the
3,375,000 shares. The holding represents 86.2% of the
outstanding common stock of Allis Chalmers.

Colebrooke Investments Limited is a limited company organized
under the laws of Guernsey. The principal business of Colebrooke
is to invest in securities. Jupiter Trust and the Ansbacher
Trust Company are trusts organized under the laws of Guernsey.
The Group acquired their interest in the common stock of the
Company pursuant to 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 Corporation. 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, the Company operated one active subsidiary, Houston
Dynamic Service, Inc., an equipment repair and remanufacture
facility located in Houston, Texas. Allis Chalmers has publicly
announced its intention to investigate acquisition opportunities
in the natural gas exploration and drilling industry and its
intent to use Houston Dynamic Service as a centralized
fabrication and machining facility for its operations. The Group
cited above owned 87.5% 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, the
Company issued 135,000 shares of Common Stock to the Group and
agreed to issue an additional 3,240,000 shares on the date the
Certificate of Incorporation of the Company 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.

Ansbacher Trust Company is the trustee of the Jupitor Trust
which is the owner of 100% of the outstanding shares of
Colebrooke Investments Limited which is the direct owner of the
Common Stock issued and issuable to Colebrooke as described
above.


AMRESCO INC.: Wins Stockholders' Support in Board Elections
-----------------------------------------------------------
Amresco, Inc. (Nasdaq: AMMB) said that according to the
certified results of the independent inspector of election,
stockholders re-elected James P. Cotton, Jr. Amy J. Jorgensen,
and elected Jonathan S. Pettee as class II directors for a three
year term.

Amresco's nominees received 58% of the votes cast while
Financial Acquisition Partners, L.P. (the "Arabia Group")
nominees received 42% of the votes cast. Furthermore,
stockholders rejected each of the Arabia Group's proposed bylaw
amendments (67% of the votes cast were against) and approved the
appointment of Deloitte & Touche as the company's independent
accountants for 2001.

Randolph E. Brown, Chairman and Chief Executive Officer of
Amresco said, "We are very pleased that stockholders support our
continued efforts to maximize stockholder value. Although we
need to work to regain the support of those shareholders that
did not support our slate, we are hopeful we will be able to do
so as we implement our strategic plan."

Amresco, Inc. is a small and middle market business lending
company. Based in Dallas, Amresco has offices nationwide. For
more information about Amresco, (you may) visit the website at
www.amresco.com."


BCT INTERNATIONAL: Shares Subject To Delisting From Nasdaq
----------------------------------------------------------
BCT International, Inc. (Nasdaq:BCTI), which through its
Franchises operates the world's largest wholesale printing
chain, announced that on June 1, 2001, it was informed by The
Nasdaq Stock Market that the Company's Common Stock has failed
to maintain a minimum market value of public float of $5,000,000
over the last 30 trading days, as required by the Nasdaq
National Market rules. If at any time before August 30, 2001,
the market value of the Company's public float is at least
$5,000,000 for a minimum of 10 consecutive trading days, Nasdaq
will determine if the Company complies with the rule. If the
Company is unable to comply with the rule, it will be delisted.
The Company is considering its options, including applying to
list on the Nasdaq Small Cap Market.

BCT International, Inc. is a holding company which operates
Business Cards Tomorrow, the world's largest wholesale printing
chain, with 84 Franchises in the United States, Canada, and
Argentina. The Company is headquartered in Ft. Lauderdale,
Florida and its common stock trades on NASDAQ under the symbol
"BCTI".


BIO-PLEXUS: Taps CP Medical To Distribute Products
--------------------------------------------------
Bio-Plexus, Inc. (Pink Sheets: BPLX), a leader in the design,
manufacture and marketing of safety medical needles, announced
that it recently reached an agreement with specialty distributor
ICP Medical to represent the Bio-Plexus product line in four
midwestern states. The agreement commenced on March 21, 2001 and
Bio-Plexus' products are currently featured on ICP Medical's web
site at www.icpproducts.com.

ICP Medical was founded by Joe Graneto in 1990 and is based in
St. Louis, MO. The firm is a specialty manufacturer and
distributor of safety and infection control products. ICP
Medical services hospitals, laboratories, and alternate care
facilities in the midwestern states and will represent Bio-
Plexus in Kansas, Missouri, Nebraska, and Southern Illinois.

ICP Medical Vice President of Sales, Tom Huling, commented, "The
addition of the Bio-Plexus product line represents a great fit
with our current portfolio and customer base. Our clients have
been requesting the latest technology and we are pleased to be
able to offer them Bio-Plexus' products."

Chris Zorn, Executive Vice President of Sales at Bio-Plexus,
commented, "The addition of ICP Medical to our list of
distributors will have a positive effect on our ability to
service customers in a part of the country that has been
difficult for us to reach in the past." Mr. Zorn added, "We
chose to partner with ICP Medical based on its philosophy of
providing exemplary service to its customers, healthcare
workers. They have good, established relationships with
clinicians and we are very excited to have them on board."
Bio-Plexus, Inc., designs, develops, manufactures and holds U.S.
and international patents on safety medical needles and other
products under the PUNCTUR-GUARD(R), DROP-IT(R), and PUNCTUR-
GUARD REVOLUTION(TM) brand names. For independent evaluations of
the PUNCTUR-GUARD(R) blood collection needle, refer to the
Centers for Disease Control (MMWR, January 1997) and ECRI
(Health Devices, June 1998 and October 1999) studies. Accidental
needlesticks number about one million per year in the United
States and can result in the transmission of deadly diseases
including HIV and Hepatitis B and C.


BLACK WARRIOR: Funds Insufficient To Pay Debts
----------------------------------------------
Black Warrior Wireline Corp. is an oil and gas service company
currently providing various services to oil and gas well
operators primarily in the Black Warrior and Mississippi Salt
Dome Basins in Alabama and Mississippi, the Permian Basin in
West Texas and New Mexico, the San Juan Basin in New Mexico,
Colorado and Utah, the East Texas and Austin Chalk Basins in
East Texas, the Powder River and Green River Basins in Wyoming
and Montana, the Williston Basin in North Dakota and areas of
the Gulf of Mexico offshore Louisiana and South Texas. The
Company's principal lines of business include (a) wireline
services, (b) directional drilling services, and (c) workover
services. Since November 1996, the Company completed seven
material acquisitions, the most recent of which were the
acquisitions of the drilling assets of Phoenix Drilling
Services, Inc., in March 1998 and Petro Wireline in June 1998.

Black Warrior Wireline Corporation incurred a loss of $4,184,237
in 2000 and had current liabilities in excess of current assets
of $44,551,351 at December 31, 2000. The Company's outstanding
indebtedness includes primarily senior indebtedness aggregating
approximately $20,331,000 at December 31, 2000, other
indebtedness of approximately $9,924,000 and approximately
$18,200,000 owed to St. James Merchant Bankers L.P. and St.
James Capital Partners, LP and its affiliates and directors.
Currently, the Company does not have the liquidity necessary to
satisfy its current obligations.

At December 31, 2000, the Company had approximately $48.4
million of current indebtedness, based upon the classification
contained in the balance sheet as of that date. Of this
indebtedness, the Company intends to seek to extend the maturity
of approximately $26.8 million of indebtedness, including any
deferred excess cash flow payments due through December 31,
2000, into 2002 and to seek, through obtaining any required
waivers or other accommodations of any covenant defaults under
loan documents, to repay an aggregate of approximately $3
million in 2001 and $17.4 million in 2002 and thereafter. If the
Company is unable to obtain the required extensions and waivers,
it will seek to refinance approximately $20.3 million of
indebtedness. There can be no assurance that the Company will be
successful in extending the maturity or refinancing any part or
all of its indebtedness. The inability of the Company to obtain
extensions of the due dates of principal payments or to repay or
refinance this indebtedness could cause, under the terms of such
debt agreements and the cross default provisions of other debt
agreements, virtually all the outstanding indebtedness to be
accelerated and declared immediately due and payable. Defaults
in the repayment of this indebtedness, either by maturity or by
acceleration of the due date, could lead the creditors to
foreclose on substantially all of the Company's assets.


CROWN PAPER: Tembec to Buy Pulp And Paper Mill for $185 Million
---------------------------------------------------------------
Tembec Inc. announced that it would buy Crown Paper Co.'s
Louisiana pulp and paper mill for about $185 million in cash and
shares, according to Reuters. The Temiscaming, Quebec-based
Tembec will pay about $140 million in cash and about $45 million
in Tembec common shares. The price includes working capital of
about $24 million. The St. Francisville, La., mill is an
integrated pulp and paper facility with annual production
capacity of 310,000 tons of coated ground wood papers and
118,000 tons of specialty papers. The U.S. Bankruptcy Court for
the Northern District of California must approve the
transaction. Tembec said the deal would close by June 15. (ABI
World, June 5, 2001)


DANKA BUSINESS: Securities Exchange Offer Extended Till Tomorrow
----------------------------------------------------------------
Danka Business Systems PLC (Nasdaq: DANKY) has announced the
extension of its exchange offer for all $200 million of its
outstanding 6.75% convertible subordinated notes due April 1,
2002 (CUSIP Nos. G2652NAA7, 236277AA7, and 236277AB5).

The expiration date for the exchange offer has been extended
from 5:00 p.m., New York City time, on May 31, 2001, to 5:00
p.m., New York City time, on June 8, 2001, subject to
satisfaction or waiver of certain conditions and unless
extended. The Company said all other terms of the exchange offer
remain unchanged.

The Company announced that as of 5:00 p.m., New York City time,
on May 31, 2001, it had received tenders from holders of a total
of $156,369,000 in aggregate principal amount of the 6.75%
convertible subordinated notes or approximately 78% of the
outstanding notes. This represents an increase of $10,917,000
from the tender results previously announced on May 1, 2001. Of
the notes tendered pursuant to the exchange offer, $87,173,000
in principal amount has been tendered for the limited cash
option, $815,000 in principal amount has been tendered for the
new 9% note option and $68,381,000 in principal amount has been
tendered for the new 10% note option.

The exchange offer is subject to certain conditions, including
participation by holders of at least 95% of the 6.75%
convertible subordinated notes, the refinancing of Danka's
existing senior bank debt, and the sale of Danka's outsourcing
subsidiary, Danka Services International ("DSI"). The Company
anticipates that it will close the exchange offer, the
refinancing of the senior bank debt, and the sale of DSI on or
before June 30, 2001. The complete terms of the exchange offer
are contained in the amended registration statement for the
exchange offer filed on May 16, 2001. Not all conditions to the
exchange offer will be satisfied on or before June 8, 2001. The
Company currently anticipates that it will extend the exchange
offer beyond that date.

The limited cash option has been over-subscribed. Therefore,
holders choosing the limited cash option should expect to
receive new 9% notes for a portion of the notes that they tender
for cash.

Banc of America Securities LLC is the exclusive dealer manager
for the exchange offer. D.F. King & Co., Inc. is the information
agent and HSBC Bank USA is the exchange agent. Additional
information concerning the terms and conditions of the offer may
be obtained by contacting Banc of America Securities LLC at
(888) 292-0070.

Danka Business Systems PLC, headquartered in London, England and
St. Petersburg, Florida, is one of the world's largest
independent suppliers, by revenue, of office imaging equipment
and related services, parts and supplies. Danka provides office
products and services in approximately 30 countries around the
world.

Danka Services International, the outsourcing division of Danka
Business Systems PLC, provides on- and off-site document
management services, including the management of central
reprographics departments, the placement and maintenance of
photocopiers, print-on-demand operations and document archiving
and retrieval services.


DIAMOND ENTERTAINMENT: Balmore S.A. Owns 7.5% Of Common Stock
-------------------------------------------------------------
Balmore S.A., of Totola, British Virgin Islands, beneficially
owns 5,248,440 shares of the common stock of Diamond
Entertainment Corporation with sole voting and dispositive
powers, representing 7.5% of the outstanding shares of common
stock of Diamond Entertainment.


DRYPERS: Associated Hygienic Completes Integration Of Assets
------------------------------------------------------------
Associated Hygienic Products LLC, the U.S. unit of DSG
International Ltd., has completed its integration of the North
American assets of Drypers Corp. Demonstrating a commitment to
build its position in the disposable diaper category, AHP
acquired Drypers from U.S. Bankruptcy Court in Houston in March,
including its manufacturing operations in Marion, Ohio, and
Vancouver, Wash.

"We are committed to becoming a world class supplier in the USA
disposable diaper and adult incontinence categories," said
George H. Jackson III, CEO of AHP. "With the addition of the
premium Drypers brand and an excellent group of major private
label retail partners to AHP's already well-established Fitti
value brand and our existing strong private label partners, AHP
is now well positioned to reach this goal. We have a 28-year
successful track record of global marketing in the diaper
category with 17 years in North America."

Drypers' two manufacturing facilities have remained operational
since AHP acquired the company while its Houston headquarters
has been consolidated with AHP's headquarters in Duluth, Ga.
Jackson said that AHP is committed to growing the Drypers brand
into a strong premium brand and will make whatever investments
are necessary to build on the past success.

"We are also very proud to have many talented former Drypers
employees as part of our new team," said Jackson. "They will add
greatly to our continued success and our ability to reach our
goal of be nothing less than the most efficient, creative and
reliable source for disposable baby diapers, training pants,
youth pants and adult incontinence products."

As private label diaper sales continue to surge, AHP is well
positioned to meet the needs of its existing and potential
retail partners. Currently, AHP is the second largest supplier
of private label diapers and training pants in North America.
The additional manufacturing capacity and tremendous product
capabilities provided by the Drypers acquisition positions AHP
as the most viable alternative to current market leaders.
Experience, capacity and financial strength will play major
roles in AHP's success.

"As the new AHP, we produce the fourth leading national brand
and we are the second largest supplier of private label
disposable diapers and training pants in North America," said
Steve Pankow, executive vice president Sales & Marketing. "Only
AHP can offer such a wide range of product and program choices
and the opportunity for customers to consolidate everything
through a single source. We offer competitive pricing and
creative promotional programs that are designed specifically to
boost our customers' category profits."


EMPIRE OF CAROLINA: Selling All Toy Operations To Alpha Int'l
-------------------------------------------------------------
Empire of Carolina, Inc. (OTC Pink Sheets: EMPIQ) and two of its
subsidiaries, Empire Industries, Inc. and Empire Toys (HK),
Ltd., have entered into an agreement providing for the sale of
substantially all of the Company's toy operations, including
assignment of various licenses, intellectual property, executory
contracts and existing inventory. The proposed purchaser is
Alpha International, Inc. The purchase price for the assets is
$5 million paid in cash to the Company and the assumption by
purchaser of certain related liabilities in the approximate
amount of $1.5 million.

In connection with the sale, the Company will assign to Alpha
substantially all of its toy products and product lines,
unfilled purchase orders, rights in and to the name "Empire"
with respect to the toy product lines, rights in and to the
intellectual and industrial property with respect to the toy
lines, all tooling, molds and equipment used in the design,
engineering or manufacture of the toy lines, all executory
contracts and licenses in connection with the toy lines, all
pre- and post-petition litigation claims connected with the toy
lines, all toy lines' inventory located in the United States and
Hong Kong and all of its right, title and interest to the
capital stock of Empire Toys (HK), Ltd.

As a condition of closing, the purchaser is required to provide
substitute cash collateral or substitute letters of credit
acceptable to the creditors and vendors of Empire Toys (HK),
Ltd. in replacement of Empire Toys (HK)'s existing $3,000,000
(HKD) credit facility. The existing credit facility will be
terminated at closing. This credit facility is secured by a
letter of credit with the face amount of $3,000,000 (HKD)
provided by LaSalle National Bank, N.A. Should the purchaser
fail to provide the substitute cash collateral or letter of
credit, LaSalle may terminate its letter of credit without
continuing liability to LaSalle and without any draw down of the
letter of credit. After which, the purchase price shall be
increased by the face amount of LaSalle letter of credit and the
excess portion of the purchase price shall be delivered by the
company to LaSalle Bank at closing in order to secure LaSalle's
continuing liability under the letter of credit.

On June 1, 2001, the sale was preliminarily approved by the U.S.
Bankruptcy Court contingent upon receipt of higher bids. The
Court approved a break up fee not to exceed $100,000 to be paid
to the purchaser in the event the purchaser is not the highest
bidder for the assets and has paid a deposit to the company as
set forth in the Asset Purchase Agreement. The Court has set a
final sale hearing for June 27, 2001, at which time, if no
higher bids are received, the sale will be finally approved.

Empire of Carolina, Inc. and Empire Industries, Inc. filed for
reorganization under Chapter 11 on November 17, 2000 and have
continued operations on a debtor-in-possession basis. Empire
Toys (HK), Ltd. has not filed for relief under the U.S.
Bankruptcy Code.


FACTORY CARD: Bankruptcy Court Okays Disclosure Statement
---------------------------------------------------------
Factory Card Outlet Corp. announced that on June 1, 2001, the
bankruptcy court approved the disclosure statement relating to
its amended plan of reorganization. The Company indicated that
it will commence soliciting creditors' acceptance of the amended
plan on or before June 18, 2001. The amended plan is sponsored
by the Company, its Creditors Committee and Factory Card
Holdings, Inc. Under the terms of the amended plan, Factory Card
Holdings, Inc. will acquire the Company. An investor group led
by John Cathcart and Scott Miller, principals in the buyout and
management consulting firms Mercator Capital Corporation of
Nevada and Beacon Capital Partners of Arizona, is expected to
provide $6 million in equity.

Wells Fargo Retail Finance, the Company's existing lender, has
also committed to provide $4 million in debt as part of a $50
million exit facility subject to the satisfaction of, among
other things, various conditions precedent. "We are extremely
pleased to be providing this new financing," said Andrew H.
Moser, Wells Fargo Retail Finance Senior Managing Director and
Co- Chief Operating Officer. "The Company has worked hard, and
we remain extremely supportive of the turnaround."

"No group of people has worked harder or shown greater
dedication than our key management staff and our associates.
They have toughed it out and, with the support of our equally
loyal vendors, the Company has achieved a dramatic turnaround,"
said Chairman, Chief Executive Officer and President, William E.
Freeman. He added, "We are excited about our partnership with
Factory Card Holdings, Inc. The $10 million capital infusion
allows the Company to emerge from bankruptcy and provides a
solid platform for future growth."

The Company also stated that it anticipates emerging from
Chapter 11 by mid-summer if the requisite majority of creditors
accept and the court confirms the amended plan. It is currently
anticipated that, upon emergence, the Company will merge into
and with its wholly-owned operating subsidiary, Factory Card
Outlet of America, Ltd.

Factory Card Outlet operates 175 company-owned retail stores, in
20 states, offering a vast assortment of party supplies,
greeting cards, gift wrap and other special occasion merchandise
at everyday value prices. On March 23, 1999, the company filed a
petition for reorganization under Chapter 11 of Title 11 of the
United States Code and is currently operating as a debtor in
possession.


FINOVA GROUP: Proposes Plan Solicitation Procedures
---------------------------------------------------
The FINOVA Group, Inc., Debtors moved the Court, pursuant to
sections 105, 1126 and 1128 of title 11 of the Bankruptcy Code,
Rules 2002, 3017, 3018 and 3020 of the Bankruptcy Rules and Rule
3017-1(b) of the Local Rules, for an order:

(A) approving the proposed solicitation procedures, including

      (1) establishing, for voting purposes only, a Voting Record
          Date for determining which holders of claims and
          interests are entitled to vote on the Plan, as the date
          on which an order approving the Disclosure Statement is
          signed;

      (2) approving the forms of Ballots (with instructions) and
          manner of notice;

      (3) setting the Voting Deadline to be July 20, 2001 at 5:00
          p.m. (Mountain Standard Time), and

      (4) approving the procedures for tabulating votes on the
          Plan, and

(B) with respect to the Confirmation Hearing, approving

      (1) the confirmation hearing to be on July 26, 2001 at 9:30
          a.m. (Eastern Daylight Time) and the deadline for
          filing objections and replies to confirmation of the
          Plan to be July 19, 2001 at 4:00 p.m. (Eastern Daylight
          Time), and

      (2) the form of notice.

                   (A) Solicitation Procedures

The Debtors proposed:

      -- Retention Of King & Associates, Inc. as Balloting Agent

         Pursuant to the Order Authorizing Employment of King &
Associates, Inc. as Claims Agent to Court and Claims
Administrator for Debtors in Possession (the "Retention Order"),
the Debtors retained the services of King & Associates, Inc to,
among other things, "[provide] all services necessary with
respect to the preparation, mailing and tabulation of ballots
with respect to the Debtors' plan or plans of reorganization."
The Debtors intend to utilize King & Associates (the "Balloting
Agent") as their solicitation and balloting agent, as authorized
by the Retention Order, in connection with the proposed
solicitation and tabulation procedures.

      -- Establishing Voting Record Date

         Bankruptcy Rule 3017(d) provides that, for the purposes
of mailing solicitation materials, "creditors and equity
security holders shall include holders of stock, bonds,
debentures, notes and other securities of record on the date the
order approving the disclosure statement is entered or another
date fixed by the court, for cause, after notice and a hearing."
Bankruptcy Rule 3018(a) contains a similar provision regarding
determination of the record date for voting purposes. In
accordance with these Rules, the record date is typically the
date the disclosure statement order is approved. The Debtors are
aware that claims in this case have been traded and many
continue to be traded.

Accordingly, the Debtors propose that, for purposes of
determining which creditors and equity security holders are
entitled to vote on the Plan, the Voting Record Date in their
cases be the date on which an order approving the Disclosure
Statement is signed.

      -- Eligibility to Vote

         Section 1126(f) of the Bankruptcy Code provides that:
Notwithstanding any other provision of this section, a class
that is not impaired under a plan, and each holder of a claim or
interest of such class, are conclusively presumed to have
accepted the plan, and solicitation of acceptances with respect
to such class from the holders of claims or interests of such
class is not required.

Of holders of claims and interests in the Voting Classes, the
Debtors propose that the following entities be eligible to vote
upon the Plan (collectively, the "Eligible Voters"):

      (a) the holders of filed proofs of claim in the Voting
Classes, as of the close of business on the Bar Date, as
reflected on the official claims register maintained by the
Balloting Agent

      (b) the holders of claims that are listed in the Schedules
as non-contingent, liquidated and non-disputed claims in the
Voting Classes (excluding scheduled claims that have been
superseded, disallowed and expunged) and

      (c) the holders of equity interests in the Voting Classes,
as of the close of business on the Voting Record Date, as
reflected on the records of the Debtors' stock transfer agent
and the Depository Trust (CEDE).

The assignee of a transferred and assigned claim (whether a
filed or scheduled claim) shall constitute an Eligible Voter and
be permitted to vote such claim on1y if the transfer and
assignment has been noted on the Court's docket and is effective
pursuant to Bankruptcy Rule 3001(e) as of the close of business
on the Voting Record Date.

      -- Solicitation Packages to Be Mailed No Later Than June
         18, 2001

         Bankruptcy Rule 3017(d) sets forth the materials that
must be provided to holders of claims and equity interests for
purposes of soliciting their votes on a plan of reorganization.
In addition, Bankruptcy Rule 3017(e) provides that, at the
hearing held to consider the adequacy of the disclosure
statement, the Court shall consider the procedures for
transmitting the materials required by Bankruptcy Rules 3017(d)
to beneficial holders of securities and the adequacy of those
procedures.

Bankruptcy Rule 3018(c) provides, with respect to Form of
Acceptance or Rejection, that an acceptance or rejection shall
be in writing, identify the plan or plans accepted or rejected,
be signed by the creditor or equity security holder or an
authorized agent, and conform to the appropriate Official Form.

Accordingly, the Debtors propose that no later than June 18,
2001, they will mail, or cause to be mailed, Solicitation
Packages to the Eligible Voters, which will include:

      (a) the Confirmation Notice substantially in the form
annexed as Exhibit A to the motion, setting forth, inter alia,
the time fixed for filing acceptances and rejections to the
Plan, the date and time of the hearing on confirmation, and the
time fixed for filing objections to confirmation of the Plan;

      (b) a copy of the Disclosure Statement as approved by the
Court (with exhibits, including the Plan);

      (c) except as described below with respect to Special
Solicitation Group, a personalized ballot, substantially in the
form annexed as Exhibit B to the motion; and

      (d) a postage-paid return envelope addressed to the
Balloting Agent.

      -- Implementation of special procedures for voting by
         holders of the Special Solicitation Group

         The Special Solicitation Group refers to holders of
common stock in FNV Group (Class FNV Group-6), holders of
certain publicly held notes and bonds of FNV Capital (certain
members of Class FNV Capital-3), and holders of TOPrS, preferred
equity securities in FINOVA Finance Trust (Class FNV Trust-5)
(collectively, the "Special Solicitation Group").

The securities representing claims or interests in the Special
Solicitation Group may be held by transfer agents or trustees in
the names of a number of brokers, dealers, commercial banks,
trust companies or other nominees or agents (collectively, the
"Nominees"), who in turn hold the securities for the beneficial
interest of the actual holders of the claims and interests (the
"Beneficial Holders").

To streamline the vote solicitation process for the ease of
Nominees and Beneficial Holders, the Debtors propose to mail a
master ballot, with of the Nominees for the purpose of
summarizing the votes of their respective Beneficial Holders.

Subject to the Court's approval of the special procedures with
respect to the Special Solicitation Group,

      (a) the Debtors shall provide the Nominees with sufficient
copies of the Solicitation Packages to forward to the Beneficial
Holders;

      (b) the Nominees shall forward the Solicitation Package or
copies thereof to the applicable Beneficial Holders within three
business days of receipt by such Nominees of the Solicitation
Package;

      (c) with respect to any Ballot not authenticated and signed
in advance by a Nominee:

          (1) the Nominee shall include with the Solicitation
              Package sent to each Beneficial Holder a postage-
              prepaid, return envelope provided by and addressed
              to the Nominee;

          (2) the Beneficial Holder shall complete the Ballot and
              return the Ballot to the respective Nominee, in
              accordance with the instructions for the Ballot;

          (3) the Nominee shall summarize the votes of the
              respective beneficial Holders on the Master Ballot,
              in accordance with the instructions for the Master
              Ballot; and

          (4) the Nominee shall return the Master Ballot to the
              Balloting Agent so that it is actually received by
              the Balloting Agent before the Voting Deadline
              (defined below); and

      (d) with respect to any Ballots that are authenticated and
signed in advance by the Nominee:

          (1) the Nominee shall include with the Solicitation
              Package sent to the Beneficial Holder a postage-
              prepaid, return envelope addressed to the Balloting
              Agent; and

          (2) the Beneficial Holder shall sign and complete the
              Ballot and return such Ballot directly to the
              Balloting Agent, in accordance with the
              instructions for the Ballot, so that it is actually
              received by the Balloting Agent before the Voting
              Deadline.

To the extent that the Nominees incur out-of-pocket expenses in
connection with distribution of the Solicitation Packages, the
Debtors request authority to reimburse such entities for their
reasonable, actual and necessary out-of-pocket expenses incurred
in this regard.

      -- Proposed Notice for Holders of Non-Voting Claims or
         Interests, And Other Parties In Interest (the "Notice
         Parties")

         Bankruptcy Rule 3017(d) sets forth the materials that
must be provided to holders of claims and equity interests upon
the approval of a disclosure statement.

Accordingly, the Debtors propose to mail, or cause to be mailed,
Notice Packages, as described in paragraph 26, to the following
parties (to the extent that such parties do not fall within any
category of Eligible Voters):

      (a) holders of claims or interests in all Unimpaired
Classes, as established by:

          (1) filed proofs of claim in such classes, as of the
              close of business on the Bar Date, as reflected on
              the official claims register maintained by the
              Balloting Agent,

          (2) the holders of claims that are listed in the
              Schedules as non-contingent, liquidated and non-
              disputed claims in the Unimpaired Classes and

          (3) the holders of equity interests in the Unimpaired
              Classes, as of the close of business on the Voting
              Record Date, as reflected on the records of the
              Debtors' stock transfer agent and the Depository
              Trust (CEDE);

      (b) counter-parties to the Debtors' executory contracts and
unexpired leases;

      (c) the holders of claims that are listed in the Schedules
as contingent, unliquidated and disputed claims; and

      (d) to the extent not covered by items (a) through (c),
above, entities with which the Debtors have done business within
the last two years.

The Debtors propose that the Notice Packages to be provided to
non-voting parties include:

      (a) the Confirmation Notice;

      (b) a copy of the Disclosure Statement as approved by the
Court (with exhibits, including the Plan); and

      (c) either (i) a notice identiflying that the Debtors have
identified the recipient party as being ineligible to vote, but
providing instructions as to how to obtain a ballot if the
recipient disagrees with that classification, substantially in
the form annexed as Exhibit D to the motion, or (ii) in certain
circumstances, a Ballot.

Entities not listed in the Schedules as holding claims, or that
are listed in the Schedules as holders of contingent,
unliquidated and disputed claims, will not be Eligible Voters
unless they file a proof of claim on or before the Bar Date.
Similarly, counter-parties to the Debtors' executory contracts
and unexpired leases will not be Eligible Voters unless those
contracts or leases are rejected before the Voting Deadline.
Because the Solicitation Packages and Notice Packages will be
mailed before the Bar Date and Voting Deadline, however, the
Debtors propose to provide Ballots to all holders of contingent,
unliquidated and disputed claims, all counter-parties to
executory contracts and unexpired leases, and all other entities
with which the Debtors have done business within the last two
years, so as to allow them to vote in the event that they become
Eligible Voters.

      -- Voting Deadline for Receipt of Ballots and Master
         Ballots

         Bankruptcy Rule 3017(c) provides, in relevant part, that
"[o]n or before approval of the disclosure statement, the court
shall fix a time within which the holders of claims and
interests may accept or reject the plan.

The Debtors anticipate commencing the solicitation period as
soon as practicable following approval of the Disclosure
Statement, by mailing all Solicitation Packages and Notice
Packages within such time as may be fixed by the Court. Once the
solicitation period is over, the Balloting Agent will need
sufficient time to review and tabulate ballots in order to
determine whether the Voting Classes have accepted or rejected
the Plan. In that regard, the Debtors propose that, in order to
be counted as votes to accept or reject the Plan, all Ballots
and Master Ballots must be properly executed, completed and
delivered to the Balloting Agent by first-class mail (in the
return envelope provided with each Ballot or Master Ballot),
overnight courier, or personal delivery so that the ballots are
actually received by the Balloting Agent on or before July 20,
2001 at 5:00 p.m. (Mountain Standard Time) (the "Voting
Deadline") at one of the following addresses:

      By U.S. Mail: The FINOVA Group Inc. c/o King & Associates,
Inc. P.O. Box 2742, Carefree, Arizona 85377-2742

      By Courier or Delivery: The FINOVA Group Inc. c/o King &
Associates, Inc., 7301 East Sundance Trail - Suite D 201
Carefree, Arizona 85377-2742

      -- Ballot Tabulation Procedures

         In addition to proposing that only the votes of Eligible
Voters be considered in the tabulation process, the Debtors also
propose that, for purposes of voting, the amount of a claim used
to tabulate acceptance or rejection of the Plan shall be the
Scheduled Amount, that is, the amount set forth on the Schedules
as not contingent, unliquidated or disputed (excluding scheduled
claims that have been disallowed or expunged), provided,
however, that:

         (a) if a claim has been estimated and temporarily
allowed pursuant to an order of this Court, then for tabulation
purposes the amount of the claim shall be the amount estimated
or temporarily allowed; and

         (b) if a proof of claim is filed, as to which no
objection has been filed and which has not been disallowed or
expunged, then for tabulation purposes the amount of the claim
shall be as set forth in the proof of claim. Accordingly, the
Debtors propose that each Ballot shall carry a notation of the
Scheduled Amount.

The Debtors propose that, for the purposes of voting, the number
of shares of equity securities used to tabulate acceptance or
rejection of the Plan will be the number of shares held by the
particular stockholder, as of the close of business on the
Voting Record Date, as reflected on the records of the Debtors'
stock transfer agent and the Depository Trust (CEDE).

Pursuant to sections 105 and 1126 of the Bankruptcy Code, the
Debtors request that the Court establish the following
procedures for the tabulation of Ballots submitted by
Eligible Voters:

      (a) Any Ballot that is properly completed, executed and
timely returned to the Balloting Agent, but which does not
indicate an acceptance or rejection of the Plan, shall be deemed
to be a vote to accept the Plan.

      (b) Any Ballot that is returned to the Balloting Agent
indicating acceptance or rejection of the Plan, but which is
unsigned, shall not be counted or otherwise included in the
tabulation of votes.

      (c) Any Eligible Voter that has delivered a valid Ballot to
the Balloting Agent may withdraw its vote by delivering a
written notice of withdrawal to the Balloting Agent. To be
valid, the notice of withdrawal must (i) be signed by the party
who signed the ballot to be revoked, and (ii) be received by the
Balloting Agent before the Voting Deadline. The Debtors may
contest the validity of any withdrawals.

      (d) Any Eligible Voter that has delivered a valid Ballot to
the Balloting Agent may change its vote by delivering to the
Balloting Agent a properly executed, completed replacement
Ballot so as to be received on or before the Voting Deadline.
Whenever an Eligible Voter casts more than one Ballot voting the
same claim, each of which is received by the Balloting Agent
prior to the Voting Deadline, only the Ballot that bears the
latest date shall be counted.

      (e) If an Eligible Voter casts simultaneous duplicative
Ballots voted inconsistently, those Ballots shall count as one
vote accepting the Plan.

      (f) Each Eligible Voter shall be deemed to have voted the
full amount of its claim or interest.

      (g) Each Eligible Voter shall vote the full amount of its
claim or interest within a particular Voting Class either to
accept or reject the Plan, and may not split the amount of its
claim or interest so that a portion accepts the Plan and a
portion rejects the Plan. This provision does not apply to
Master Ballots completed by Nominees.

      (h) Any Ballot that partially rejects and partially accepts
the Plan shall not be counted. This provision does not apply to
Master Ballots completed by Nominees.

      (i) Any Ballot or Master Ballot received by the Balloting
Agent by telecopier, facsimile or other electronic communication
shall not be counted.

      (j) The Debtors, in their discretion, may request that the
Balloting Agent attempt to contact Eligible Voters to cure any
defects in Ballots or Master Ballots.

                 (B) Confirmation Hearing,

The Debtors proposed:

      (1) Fixing Time, Date and Place for Confirmation Hearing
and Objections

          Section 1128(a) of the Bankruptcy Code provides that
"[a]fter notice, the court shall hold a hearing on confirmation
of a plan." Moreover, Rule 3017(c) of the Bankruptcy Rules
provides, in relevant part, that "[o]n or before approval of the
disclosure statement, the court... may fix a date for the
hearing on confirmation." In addition, Rule 3020(b)(1) of the
Bankruptcy Rules provides, in relevant part, that "[a]n
objection to confirmation of the plan shall be filed and entity
designated by the court, within a time fixed by the court."

The Debtors therefore proposed:

      -- scheduling the Confirmation Hearing on July 26, 2001 at
9:30 a.m. (Eastern Daylight Time), or as soon thereafter as the
Court's calendar will allow;

      -- fixing July 19, 2001 at 4:00 p.m. (Eastern Daylight
Time), as the date by which objections to confirmation of the
Plan must be filed with the Court and received by counsel;

      -- directing that any objections to confirmation of the
Plan, be

         (a) in writing and state the name of the objector, its
             interest in these chapter 11 cases, and, if
             applicable, the amount and nature of its claim or
             interest, and the nature and basis of the objection

         (b) be timely filed with this Court and served and
             received by:

             (1) the Debtors: The FINOVA Group Inc., et al,
                  4800 North Scottsdale Road, Scottsdale,
                  Arizona 8525 1-7623, Attention: William J.
                  Hallinan, Esq.;
             (2) Co-Counsel to the Debtors:
                 * Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
                   New York, New York 10166, Attn: Jonathan M.
                   Landers, and
                 * Richards, Layton & Finger, P.A., One Rodney
                   Square, 9th Floor, Wilmington, Delaware,
                   19899, Attn: Mark D. Collins;
             (3) Co-Counsel to the Creditors' Committee:
                 * Wachtell, Lipton, Rosen & Katz, 51 West 52nd
                   Street, New York, New York 10019,
                   Attn: Chaim J. Fortgang, and
                 * Pachulski, Stang, Ziehl, Young & Jones, 919
                   North Market Street, Suite 1600, Wilmington,
                   Delaware, 19801, Attn: Laura Davis Jones;
             (4) Counsel to the Equity Committee: Anderson,
                  Kill & Olick, P.C., 1251 Avenue of the
                  Americas, New York, New York 10020,
                  Attn: Andrew Rahl; and
             (5) Office of the United States Trustee, 601
                  Walnut Street, Suite 950 West, Philadelphia,
                  Pennsylvania, 19106, Attn: Frank Perch;

      -- ordering that, with respect to any objection to
confirmation of the Plan not filed and served strictly as
prescribed, the objecting party be barred from objecting to the
confirmation of the Plan and precluded from being heard at the
Confirmation Hearing;

      -- authorizing the Debtors to file a reply to any
objections to confirmation, provided that such reply is filed no
later than July 24, 2001 at 4:00 p.m. (Eastern Daylight Time)
and is served upon the objecting party, the Creditors'
Committee, the Equity Committee and the United States Trustee;

      -- approving the Confirmation Notice.

The Debtors propose that notice advising of the Confirmation
Hearing, and the dates by which objections, if any, to
confirmation of the Plan must be filed and received, be deemed
adequate and sufficient if:

      (A) the Confirmation Notice, either separately or as part
of a Solicitation Package or Notice Package, is served on or
before June 18, 2001, by first-class mail to

          (i) the Office of the United States Trustee for the
              District of Delaware;
         (ii) counsel for the Creditors' Committee;
        (iii) counsel for the Equity Committee;
         (iv) the Securities and Exchange Commission;
          (v) the District Director of the Internal
              Revenue Service for the District of Delaware;
         (vi) counsel for Berkshire Hathaway, inc. and
              Leudadia National Corporation;
        (vii) the Office of the United States Attorney for
              the District of Delaware;
       (viii) all relevant taxing authorities in
              jurisdictions in which the Debtors operate;
         (ix) all creditors known to the Debtors and all
              record and beneficial holders of debt
              securities of the Debtors known to the
              Debtors, including those listed on the
              Schedules;
          (x) all holders of record of equity security
              interests in the Debtors;
         (xi) all holders of claims against or interests
              in the Debtors that have filed proofs of
              claims or proofs of interests; and
        (xii) all persons or entities that have (prior to
              the Voting Record Date) served and filed
              notices of appearance in these chapter 11
              cases pursuant to Rule 2002 of the
              Bankruptcy Rules; and

      (B) a copy of this Motion is served on or before May 18,
2001, by first-class mail to the parties listed above and to all
parties on the General Service List in accordance with the
Court's Order Pursuant to Sections 102 and 105(a)

The Debtors also propose to publish the Confirmation Notice once
in The Wall Street Journal (National Edition), The New York
Times (National Edition), and USA Today (National Edition) on a
date not less than 25 calendar days prior to the Confirmation
Hearing.

The Debtors believe that the relief sought will assist in an
expeditious confirmation of the Plan, while providing adequate
notice for and otherwise protecting the rights of creditors.
Accordingly, the Debtors request entry of an order granting the
relief set forth in the motion. (Finova Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRANCHISE LOAN: Fitch Cuts Ratings To Low-B's & Junk Levels
-----------------------------------------------------------
Fitch downgrades Franchise Loan Trust 1998-1 class D from `BBB'
to `BBB-`, class E from `BB' to `BB-` and class F from `B` to
`CCC'.

In addition, Fitch places all classes on Rating Watch Negative.

The rating actions are a direct result of deteriorating pool
performance. Over the past five months delinquencies have
climbed to over 20% of the pool, with many of these loans slated
for restructure or liquidation in the coming months.

The loans in the Franchise Loan Trust 1998-1 transaction were
contributed by Captec Financial Group (Captec) (65%) and
Convenience Store Finance Company (35%), which was majority
owned by Credit Suisse First Boston. Captec is currently
servicing the loans. The deterioration of performance in the
pool is being been driven primarily by the compression of
gasoline margins of the convenience and gas operators and the
continued underperformance of many Taco Bell franchisees.

Fitch will continue to monitor the situation closely to
determine whether further rating actions are warranted.


GENESIS HEALTH: Files Joint Chapter 11 Plan of Reorganization
-------------------------------------------------------------
Genesis Health Ventures, Inc. (GHVIQ.OB) and the Multicare
Companies, Inc. filed a joint plan of reorganization in U.S.
Bankruptcy Court for the District of Delaware, calling for the
merger of the two companies under the Genesis banner.

The plan, which was endorsed by the steering committees of both
firms' senior bank lenders and the Genesis unsecured creditors,
calls for Multicare to become a wholly-owned subsidiary of
Genesis. Genesis currently owns 43.6 % of Multicare and manages
its skilled nursing and assisted living facilities under the
Genesis Eldercare brand name.

The plan, as filed, provides for the issuance of new notes, new
preferred stock and 96% of the new common stock to the Genesis
and Multicare senior secured creditors and approximately 4% of
the new common stock to the Genesis unsecured creditors. Genesis
unsecured creditors will also receive warrants to purchase
approximately 5.8% of the new common stock.

Multicare vendors will also receive a small percentage of common
stock. Existing holders of Genesis preferred stock and Genesis
and Multicare common stock would receive no distribution under
the plan. Genesis plans to register the new common stock for
trading on a public exchange at a future date.

The plan is subject to approval by certain creditor classes.
Disclosure statements and voting instructions will be mailed
following Court approval of the disclosure materials.
"When we filed for Chapter 11 protection last June, our two
primary goals were to realign our capital structure with our
current operating performance and to ensure we continue to
provide quality healthcare services to our nearly 700,000
individual and ancillary service customers," said Michael R.
Walker, Genesis Chairman and Chief Executive Officer. "Company
employees should be commended in accomplishing both goals during
this challenging process."

Genesis and Multicare voluntarily filed for Chapter 11
protection on June 22, 2000 citing drastic cuts in Medicare
reimbursement--double what the Federal government predicted--and
continued underpayment by most State funded Medicaid systems.
Copies of the filed plan, disclosure statement and a summary of
those documents will be posted in the restructuring section of
Genesis web site at www.ghv.com. The Genesis Answer Line at
888/295-8621 will also include brief audio overviews of the plan
for vendors, investors, employees, and customers.

Genesis Health Ventures provides eldercare in the eastern US
through a network of Genesis ElderCare skilled nursing and
assisted living facilities plus long term care support services
nationwide including pharmacy, medical equipment and supplies,
rehabilitation, group purchasing, consulting and facility
management.


GLOBALSTAR: Shares Face Delisting From the Nasdaq Market
--------------------------------------------------------
Globalstar Telecommunications Limited (NASDAQ:GSTRF) announced
that, on May 31, 2001, it received a Nasdaq Staff Determination
indicating that the Company no longer complies with the Minimum
Bid Price requirements for continued listing set forth in Market
Place Rule 4450(a)(5) and that it is therefore subject to
delisting from the Nasdaq National Market.

The Company has applied to transition its listing to the Nasdaq
SmallCap Market, and, accordingly, delisting from the Nasdaq
National Market has been stayed until a final determination
regarding its application is made. There can be no assurance
that the Company's application for listing on the Nasdaq
SmallCap Market will be approved. If it is not approved, the
Company's listing will be transferred to the Over-The-Counter
Bulletin Board, a regulated quotation service that offers real-
time quotes, last-sale prices and volume information on selected
over-the-counter equity securities.


HOLLYWOOD ENTERTAINMENT: Completes Amendment Of Credit Facility
---------------------------------------------------------------
Hollywood Entertainment Corporation (Nasdaq: HLYW), owner of the
Hollywood Video chain of over 1,800 video superstores, announced
the successful completion of an amendment to its revolving
credit facility.

The amendment extends the maturity of the facility from
September 5, 2002 to December 23, 2003. A new amortization
schedule has been put in place which fits with the Company's
current business plan and allows the Company significant
flexibility to conduct its operations. The new amortization
payment schedule, which brings the current $255.5 million
commitment down to zero at maturity in 2003, is as follows:

      Third Quarter 2001        $1.5 million
      Fourth Quarter 2001      $12.5 million

      First Quarter 2002       $20.0 million
      Second Quarter 2002      $20.0 million
      Third Quarter 2002       $20.0 million
      Fourth Quarter 2002      $40.0 million

      First Quarter 2003       $25.0 million
      Second Quarter 2003      $25.0 million
      Third Quarter 2003       $25.0 million
      Fourth Quarter 2003      $66.5 million

The total consideration paid to the lenders to complete the
amendment was an up-front fee of 1.5% of the current outstanding
principal balance. The interest rate is set at Libor + 5.0% and
will step down if certain performance targets are met. The
amendment received the necessary unanimous approval by the 19
lenders in the credit facility. "We are extremely pleased with
the outcome of this amendment process," commented David Martin,
Chief Financial Officer.

"This new amortization schedule provides the financial
flexibility necessary to take advantage of the strong industry
environment we see in the years ahead. We believe that our cash
flow will be more than sufficient to make appropriate
investments in our business and meet this new amortization
schedule. We would like to thank each member of our lending
group who supported us in accomplishing this restructuring."

Hollywood Entertainment owns and operates the second largest
video store chain in the United States. Hollywood Entertainment
and Hollywood Video are registered trademarks of Hollywood
Entertainment Corporation.


HOLLYWOOD ENTERTAINMENT: Moody's Confirms Caa3 Sub Note Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the following ratings of
Hollywood Entertainment Inc.:

      * subordinated notes due 2004 at Caa3,
      * senior implied rating at B3, and
      * senior unsecured issuer rating at Caa1.

The rating outlook is stable while approximately $250 million of
debt securities are affected.

The ratings confirmation follows reports that Hollywood reached
agreement with its bank group to extend the final maturity of
its bank facility to December 2003 from 2002, and to reduce
quarterly amortization payments. As a result, Moody's said that
Hollywood's liquidity has been improved and that the possibility
for Chapter 11 filing has been greatly lessened.

However, the ratings continue to assume that Hollywood's cash
flow will be negatively impacted in the short term as a result
of previously announced one time cash outflows in connection
with store closing and severance charges reserved as a result of
a recent operational review; normalization of payments to
vendors which were extended in order to meet high debt
amortization payments; and purchases of game product during the
second half of the year as a result of a high number of new
gaming hardware introductions, stated Moody's. The rating agency
also noted that higher proportion of DVD rental product, which
is not covered under revenue sharing agreements, slightly
increases business risk and upfront cash spend.

The rating outlook is stable. Future rating movements will
depend on Hollywood's ability to maintain its market position,
to improve operating cash flow as stores mature or by reducing
expenses, and to reduce leverage at least per the new
amortization schedule, said Moody's.

Hollywood Entertainment, Inc. operates over 1,800 video rental
stores under the name Hollywood Video in Wilsonville, Oregon.


INTEGRATED HEALTH: Seeks To Extend Exclusive Period To Sept. 28
---------------------------------------------------------------
Integrated Health Services, Inc. asked the Court to authorize
pursuant to section 1121(d) of the Bankruptcy Code, a further
extension of the exclusive periods during which they may file a
plan or plans of Reorganization from May 31, 2001 through and
including September 28, 2001, and an extension of the Exclusive
Solicitation Period from July 31, 2001 through and including
November 28, 2001.

The Debtors tried to focus the Court's attention on what
Exclusive Periods were intended for - "to afford the Debtors a
full and fair Opportunity to rehabilitate their businesses and
to negotiate and propose one or more reorganization plans
without the deterioration and disruption of their businesses
that might be caused by the filing of competing plans of
reorganization by non- debtor parties."

The Debtors represented that based on this, the request is
warranted and appropriate, considering that they operate large
and complex cases in a highly regulated industry and have made
substantial progress toward advancing these complex multi-debtor
proceedings through the chapter 11 reorganization process. Based
on their progress to date and their business and financial
objectives for the second and third quarters of 2001, the
Debtors believe that they will require additional time at least
as requested.

Since the previous extension order, the Debtors have presented
the Creditors' Committee with a revised long-term business plan.
Moreover, the Debtors, with the assistance of their financial
and legal advisors, have continued to analyze chapter 11
strategic alternatives, both from the perspective of available
options for the Debtors' respective business segments --
including, among other things, the possible disposition of
various portions of the Debtors' businesses -- and toward the
end of formulating optimal plan of reorganization alternatives.
General discussions and exploration of these alternatives with
the Creditors' Committee have already commenced and are well
underway, the Debtors advised.

The Debtors contemplate that the parties will crystallize their
thinking on these alternatives around the end of June or July
thereby enabling the Debtors to formulate and propose a plan or
plans of reorganization and enter into negotiations with respect
thereto. Based on this, the Debtors contemplate that the plan
formulation and negotiation process will be well advanced, and
possibly concluded, by September 28, 2001, positioning the
Debtors for possible emergence by year-end.

The Debtors represented that the progress to date and the
current posture of these cases are not suggestive of an attempt
on their part to seek extension of the exclusive period to delay
the reorganization for some speculative event or to pressure
creditors to accede to a plan that is unsatisfactory to them,
the Debtors told Judge Walrath.

If the Court were to deny the Debtors' request for a further
extension of the Exclusive Periods, any party in interest would
be free to propose a plan of reorganization for each of the
Debtors. Termination of the Debtors' exclusivity would no doubt
have a monumental, adverse impact on the Debtors' business
operations and the progress of these cases and would inevitably
foster a chaotic and debilitating environment with no central
focus and explicitly conflicting interests, the Debtors caution.
The Debtors foresee delay, increased costs and reduced
distributions to creditors if these chapter 11 cases are
permitted to sink into a morass of litigation over competing
plans championing parochial interests. Conversely, an extension
of exclusivity will enable the Debtors to harmonize the diverse
and competing interests that exist and seek to resolve any
conflict in a reasoned and balanced manner. The Debtors
therefore asserted that they should be afforded a full and fair
opportunity to negotiate, propose and seek acceptance of a plan
or plans of reorganization.

The requested extension, the Debtors submitted, is realistic and
necessary, will not prejudice the legitimate interest of
creditors and other parties in interest, and will afford them a
meaningful opportunity to formulate a consensual plan or plans
of reorganization, all as contemplated by chapter 11 of the
Bankruptcy Code.

Based on these reasons and that the Creditors' Committee has
consented to and supports the further extension of the Exclusive
Periods, the Debtors request the Court's entry of an order
further extending the Exclusive Filing Period and the Exclusive
Solicitation Period through and including September 28, 2001 and
November 28, 2001. (Integrated Health Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LITTLE SWITZERLAND: Tiffany & Co. Now Holds 45% Equity Stake
------------------------------------------------------------
Little Switzerland, Inc. announced the closing of its previously
announced sale of a 45% equity interest to Tiffany & Co.
International, Inc., an affiliate of Tiffany & Co. Tiffany has
invested approximately $9.3 million to purchase 7,410,000 newly-
issued shares of common stock of Little Switzerland and has
provided a line of credit of up to $2.5 million.

A portion of the net proceeds from the transaction has been used
to pay off approximately $8.75 million of Little Switzerland's
bank indebtedness. Simultaneously, Little Switzerland has
entered into a new credit facility with The Chase Manhattan
Bank, one of its existing lenders. The new Chase credit facility
is a one (1) year secured revolving line of credit of up to
$3.75 million. Little Switzerland will use the remaining net
proceeds from the transaction for working capital purposes.

In connection with the closing of the transaction with Tiffany,
Little Switzerland also entered into an Investor's Rights
Agreement with Jewelcor Management, Inc., a principal
stockholder of Little Switzerland, which provides, among other
things, that Jewelcor will have the right to subscribe for its
pro rata share of certain new issuances of equity securities by
Little Switzerland.


LITTLE SWITZERLAND: PwC Replaces Arthur Andersen As Auditors
------------------------------------------------------------
Effective May 29, 2001, Little Switzerland, Inc., on the
recommendation of its Board of Directors (acting at its May 24,
2001 meeting), replaced its then current independent auditors,
Arthur Andersen LLP and appointed PricewaterhouseCoopers as its
independent auditors.

Arthur Andersen's reports for the fiscal years ended May 27,
2000 and May 29, 1999 contained a qualification regarding Little
Switzerland's ability to continue as a going concern.


LOEWEN: Sources And Uses Of Cash Described In 2nd Amended Plan
--------------------------------------------------------------
Assumptions:

(a) the Exit Financing Term Loan Closing does not occur and the
      New Five-Year Secured Notes are issued pursuant to the
      The Loewen Group, Inc.'s Plan; and

(b) $35 million aggregate principal amount of New Two-Year
      Unsecured Notes are issued pursuant to the Plan),

           Estimates of principal sources and uses of
       cash expected to be available on the Effective Date
                    (Dollars in Millions)

Sources of Cash

    Cash generated from operations....................... $ 163.4
    Cash generated from asset dispositions  ............... 130.0
           Total Sources ................................ $ 293.4

Uses of Cash

    Cash distributions in respect of Class 5 ............. $ 82.7
    Cash distributions in respect of Class 6 ............... 30.4
    Cash distributions in respect of Class 7 ............... 51.9
    Cash distributions in respect of Class 4 ............... 10.0
    Cash distributions in respect of Classes 2 and 3
    (i.e., convenience Claims) ............................. 10.0
    Cure payments for assumptions of Executory Contracts
      and Unexpired Leases .................................. 5.0
    Administrative Claims, financing fees and
      other reorganization expenses ........................ 59.2
    Cash available for working capital ..................... 44.2
           Total Uses ................................... $ 293.4

In addition, it is anticipated that on the Effective Date, an
additional $100 million will be available to the Reorganized
Debtors pursuant to the Exit Financing Revolving Credit
Facility.

The Debtors disclaim assurances that there will not be material
variances between such estimates and the actual amounts of cash
required to consummate the Plan. (Loewen Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARKETING SPECIALISTS: Food Broker Lays Off Most Workers
--------------------------------------------------------
Marketing Specialists Corp., a food broker, has laid off the
majority of its 5,700 employees, according to The Boston Globe.
The layoffs come after the company filed for chapter 11
bankruptcy protection on May 24 in the U.S. Bankruptcy Court in
the Eastern District of Texas. Competitor Acosta Sales and
Marketing Co. of Florida last week said it would take over some
of Marketing Specialists' business following reviews. The
agreement still requires bankruptcy-court approval. Acosta won't
assume any of Marketing Specialists' debt.

Marketing Services reported liabilities of about $144 million
and about $191 million in long-term obligations. It listed
assets of about $139 million. Major unsecured creditors include
Chase Manhattan Bank, Investors Bank and Trust Co., and Locker &
Co. Marketing Specialists, which moved from Canton, Mass., to
Dallas, was one of the country's largest firms representing
manufacturers such as Nestle and Ocean Spray to retailers such
as Wal-Mart. (ABI World, June 5, 2001)


MAXICARE CALIFORNIA: S&P Drops Insurer's Bpi Rating To R
--------------------------------------------------------
Standard & Poor's revised its financial strength rating on
Maxicare, California (Maxicare CA) to 'R' from single-'Bpi'. At
the same time, Standard & Poor's assigned its 'R' financial
strength rating to Maxicare Indiana Inc. and Maxicare Life &
Health Insurance Co., both of which have the same parent as
Maxicare CA.

Standard & Poor's took these rating actions after learning that
Maxicare CA filed for Chapter 11 bankruptcy protection in the
Federal Bankruptcy Court in Los Angeles following the California
Department of Managed Health Care's appointment of Mark
Abernathy as conservator.

Maxicare Health Plans Inc. (Nasdaq: MAXI) is a holding company
that owns and operates various operating subsidiaries, primarily
in the field of managed health care. These include two HMOs
(Maxicare CA and Maxicare Indiana Inc.) and Maxicare Life &
Health Insurance Co. Through these subsidiaries, the company
offers an array of employee-benefit packages, including group
HMO, Medicaid and Medicare HMO, preferred provider organization,
point of service, group life, and accidental death and
dismemberment insurance. The company is headquartered in Los
Angeles, Calif., and employs more than 500 people.

When Standard & Poor's assigned its single-'Bpi' financial
strength rating to Maxicare CA on Oct. 8, 1999, it cited the
company's weak risk-based capitalization and narrowing profit
margin trends.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations, Standard
& Poor's said.


MITCHELL AGENCY: Shuts Down & Plans To File for Bankruptcy
----------------------------------------------------------
Mitchell Agency Inc., a San Francisco-based modeling agency,
last week shut down its office and announced that it will seek
bankruptcy protection, according to the San Francisco Chronicle.
James Wattson, an attorney representing the agency, said that
the firm's financial problems were due to a strike by commercial
performers last year, lower advertising revenue and strong
competition for the industry's leading models. (ABI World, June
5, 2001)


OMNIPLEX COMM.: CCC GlobalCom Plans to Acquire Certain Assets
-------------------------------------------------------------
CCC GlobalCom Corporation (OTCBB:CCGC) has executed a Letter of
Intent to acquire selected assets of Omniplex Communications
Group, LLC. Omniplex is in a Chapter 11 Bankruptcy proceeding
and the completion of CCC GlobalCom's purchase of the Omniplex
assets is subject to approval of the bankruptcy court, and the
finalization of a Definitive Asset Purchase Agreement. The
assets to be acquired and the terms of the transaction will not
be disclosed until the aforementioned items have been completed.

According to Mr. Z.A. Hakim, chairman and CEO of CCC GlobalCom
Corporation, "This asset purchase Letter of Intent continues the
corporations merger and acquisition strategic plan. The plan
focuses on building an expedient revenue model through the
acquisition of domestic and international customers including
the deployment of state-of-the-art telecommunication equipment.
The plan objective is to implement CCC GlobalCom's own Virtual
Private Telecommunications Network first in the Western
Hemisphere and globally thereafter. This acquisition, combined
with the three previous acquisitions since going public last
June, provides a fully integrated facilities-based, competitive
local exchange service provider. The acquisition will add long
distance and local telephony customers, primarily corporate
clients. CCC GlobalCom will immediately market to the Omniplex
customers a bundle of communication services and provide them
with one point of contact for all their communication needs.
This bundle of services will be integrated into CCC GlobalCom's
existing facilities-based telephone switching equipment and
operations. In achieving this objective, operating margins are
expected to be increased."

CCC GlobalCom Corporation is a telecommunications company
headquartered in Houston. The corporation is an integrated
communications provider offering a full range of communications
services to commercial and residential customers, while
providing for a single point of contact through bundled billing
services. The corporation provides its services as a Competitive
Local Exchange Carrier (CLEC). The corporation provides local,
long distance, high speed data, Internet, paging, cellular and
other enhanced communications services in the Southwest Region
of the United States and plans to offer similar services to more
than thirty (30) US markets over the next 12 months. In
addition, the corporation is finalizing certain agreements for
telecommunications services in Latin America and Indonesia. The
corporation is actively engaged in discussions, negotiations,
and has executed Letters of Intent to acquire existing
telecommunication service providers, customer bases, and major
telecommunication switching equipment to be deployed worldwide.


PACIFIC GAS: Committee Asks Court To Allow Securities Trading
-------------------------------------------------------------
The Committee moves for the entry of an order, providing that
Committee members acting in any capacity will neither violate
their duties as Committee members nor subject their claims to
possible disallowance, subordination or other adverse treatment
by buying, selling or otherwise trading in, or in publishing
research during the pendency of the Pacific Gas and Electric
Company's chapter 11 case relating to, any of the following:

Affected Securities:

      (1) the Debtor's stock, notes, bonds, debentures, and
          commercial paper or other paper,

      (2) participations in any of the Debtor's debt obligations,

      (3) any other claims against or interests in the Debtor, or

Affected Commodities:

      (4) credit derivatives, gas, power, coal, and other
          commodities, including without limitation physical,
          financial, derivative and other transactions and
          products, involving or relating to the Debtor or its
          affiliates, or in the markets in which the Debtor or
          its affiliates conduct the same or similar operations
          or in other markets.

Certain members of the Committee, and certain direct or indirect
affiliates or subsidiaries of members of the Committee, among
other functions, trade in, or render financial advice (including
providing research) with respect to the Affected Securities or
the Affected Commodities, including but not limited to
municipal, public and private securities, and energy related
commodities and derivatives, as a regular part of their business
(collectively, the "Trading Entities").

As members of the Committee, Trading Entities may receive
information regarding the Debtor that has not been released to
the public and which may be released only subject to a
confidentiality agreement. Absent entry of the Proposed Order,
the Trading Entities may not be authorized to trade in the
Affected Securities or the Affected Commodities, or publish
research relating thereto, without being accused of violating
their fiduciary duties as Committee members, thus subjecting
their claims in this case to possible disallowance or
subordination, or subjecting themselves or their clients to
disgorgement of trading profits or other adverse treatment.

The Committee noted that the Trading Entities are among the
largest creditors of the Debtor and bring considerable expertise
to the Committee, with both the incentive and ability to make
significant contributions to the Committee and this Case, but
they are unwilling to serve on the Committee if they are not
permitted, pursuant to reasonable Ethical Wall Procedures, to
trade in, and/or, as the case may be, render financial
(including providing research) advice with respect to, the
Affected Securities and the Affected Commodities, which include,
but are not limited to, those held by the Trading Entities or
subsequently directly or indirectly acquired by them.

The Committee believes it should not be precluded from trading
in, providing research coverage of, or rendering advice with
respect to, Affected Securities and Affected Commodities during
the tenure of such member(s) on the Committee. Creditors that
regularly trade in the Debtor's securities or in commodities
also traded by the Debtor simply should not be forced into the
choice of serving on a committee and risking the loss of
beneficial investment opportunities or business opportunities or
transactions for their clients or foregoing service and possibly
compromising those same responsibilities by taking a less active
role in the reorganization, the Committee asserted.

The Committee further notes that because the Trading Entities
are among the Debtor's largest creditors (or representatives
thereof), they have a great incentive to pursue the Committee's
work diligently toward the goal of confirming a chapter 11 plan.
At the same time, the relief sought will benefit the public by
allowing the significant market players that sit on the
Committee to actively trade, which will assist in providing
liquidity for the Affected Securities and the Affected
Commodities, the Committee represented.

In the Federated case, the Committee cited, the SEC recognizes
that the Trading Entities have resources and experience,
including knowledge of the Debtor's business, industry, capital
structure and the gas and power markets, that render them
particularly valuable for official creditors' committee service.
Use of Information Walls is permitted under securities laws and
regulations and not precluded under the Bankruptcy Code, the
Committee asserted.

The Committee takes the position that authorizing trading and
rendering advice with respect to Affected Securities and
Affected Commodities by Committee members is in the best
interest of the estate and the market.

On the other hand, any denial of the relief sought will
discourage large creditors with expertise and experience in
reorganizations from joining creditors' committees in other
cases, despite the presumption in the Bankruptcy Code that the
committee will "ordinarily" consist of the largest creditors,
the Committee cautioned.

In other chapter 11 cases with the dilemma, Bankruptcy Courts
have authorized institutional creditors and broker/dealers to
trade in the securities of a debtor while serving on an official
creditors' committee, conditioned on such institutional
creditors establishing Ethical Wall Procedures. The use of
Ethical Wall Procedures, the Committee noted, will protect the
public from any harm that might otherwise occur by virtue of a
Trading Entity's simultaneous service on or to the Committee and
continued trading in the Affected Securities and the Affected
Commodities and publication of research.

The term "Ethical Wall Procedures" here refers to procedures
established by an institution to isolate its trading activities
from its activities as a member of an official creditors'
committee. An Ethical Wall Procedure typically involves:

      -- staffing arrangements whereby the institution's
         personnel responsible for performing committee functions
         are different from the personnel responsible for
         performing trading and research functions;

      -- physical separation of the office and file spaces used
         by those personnel;

      -- establishment of procedures for securing committee-
         related files;

      -- establishment of separate telephone and facsimile lines
         for trading activities and committee activities; and

      -- special procedures for the delivery and posting of
         telephone messages.

Accordingly, the Committee seeks entry of the Proposed Order
which provides a mechanism for the authorized trading of the
Affected Securities and the Affected Commodities by the Trading
Entities. (Pacific Gas Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PAYLESS CASHWAYS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Payless Cashways, Inc.
         800 NW Chipman Road, Suite 5900
         Lee's Summit, MO 64063

         dba Furrow Building Materials
         dba Lumberjack Building Materieals
         dba Hugh M. Woods
         dba Knox Lumber Company
         dba Contractor Supply
         dba Builders Resource
         dba Complete Door & Trim

Type of Business: Payless Cashways is a retail operator of
                   building material stores.

Chapter 11 Petition Date: June 4, 2001

Court: Western District of Missouri (Kansas City)

Bankruptcy Case No.: 01-42643-abf

Debtor's Counsel: Kathryn B. Bussing, Esq.
                   Blackwell Sanders Peper Martin
                   PO Box 419777
                   Kansas City, MO 64141
                   816-983-8073
                   Fax : 816-983-8080
                   Email: kbussing@bspmlaw.com

Total Assets: $552,962,000

Total Debts: $473,305,000

List of Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
Georgia Pacific               Trade debt           $ 6,920,422
Corporation
Sam Gaddis
4300 Wildwood
Parkway
Atlanta, GA 30339
770-221-2629

Masco                         Trade debt           $ 2,319,041
Larry LaBo
21001 Van Born Road
Taylor, MI 48180
313-274-7400

MEI                           Trade debt           $ 2,258,968
Greg Lewis
125 W. Central Road
Schaumburg, IL 60195
847-202-5343

General Electric              Trade debt           $ 1,448,501
Tom Rossetti
260 Hudson River Road
Waterford, NY 12188
518-233-3243

Black & Decker                Trade debt           $ 1,057,558
Matthew Gennati
113 Stone Cliff Road
Princeton, NJ 08540
609-921-1348

Cedar Creek                   Trade debt             $ 821,729
Wholesale, Inc.
Clark Wiens
6500 South 145th East
Avenue
Broken Arrow, OK 74012
800-299-9870

Canadian Forest               Trade debt             $ 783,008
Products Ltd
Don Kayne
301-1700 West
75th Avenue
Vancouver, BC V6P 6G2
604-261-5111

Pacific Steel and             Trade debt             $ 684,013
Supply
Mike O'Conner
2062 West Avenue
140th San Leandro
CA 94577
510-357-0340

Louisiana Pacific             Trade debt             $ 652,427
Corporation
John Dietrich
111 SW Fifth Avenue
Portland, OR 97204
503-821-5261

Prime Source                  Trade debt             $ 649,541
Kenneth Fishbein
2201 West Lunt Avenue
Elk Grove Village
IL 60007
847-981-5500

Henri Studio                  Trade debt             $ 634,822
Andrea Downes
1250 Henri Drive
Wauconda, IL 60084
847-526-5200 x 210

Scotts/Ortho                  Trade debt             $ 628,324
Dan Chaffman
2008 Sugar Maple Lane
Woodstock, GA 30189
604-261-5111

Timberline (A&I)              Trade debt             $ 594,642
Doug Porter
6195 Clermont Street
Commerce City
CO 80022
303-287-5555

Cooley Forest Products        Trade debt             $ 580,777
Dean Cooley
1930 West Broadway Road
Phoenix, AZ 85041
602-243-4288

Carrier Corporation           Trade debt             $ 549,998
Rod Warden
1302 44th Avenue
Long Island City
NY 11101
718-472-6749

Contact Lumber Company        Trade debt             $ 476,293
Jon Donnelly
1881 SW Front
Avenue, Ste 200
Portland, OR 97201
503-228-7361

Icon International            Trade debt             $ 469,895
John P. Kramer
107 Elm Street
Stamford, CT 06902
203-328-2314

Weyerhaeuser                  Trade Debt             $ 416,976
Building Materials
David Still
PO Box 9777
Federal Way
WA 98063
253-924-3648

Red Devil                     Trade debt             $ 388,528
Larry Brandon
Route 3, Box 211-5
Pryor, OK 74361
918-825-5744

Williamette Industries,       Trade debt             $ 372,540
Inc.
Sam Patterson
1333 Quebec
North Kansas City
MO 64116
816-303-3411


PILLOWTEX CORP.: SouthTrust Wants Payment Of Post-Petition Rent
---------------------------------------------------------------
SouthTrust Bank became one of Pillowtex Corporation's creditors
after General Electric Capital Corporation transferred and
assigned all of its rights and interests under a Master Lease
Agreement with DukeSolutions Inc. Under the agreement, GECC
leased various lighting fixtures, T8 lamps, and electronic
ballasts to Duke and Duke subleased that equipment to the
Debtors. The equipment is installed in four of the Debtors'
manufacturing facilities known as the Dumaine Plant, Phenix City
Sewing Plant, the Decorative Bedding Plant, and Columbus Towel
Plant.

To secure its obligation to pay rent and other obligations under
the Master Lease, Duke entered into a Collateral Assignment
Agreement by assigning all of its rights, titles and interests
in the Project Contract to GECC. GECC obtained the right to
collect all sublease rentals relating to the equipment and other
sums due from the Debtor under the Project Contract. To
encourage GECC to lease the equipment to Duke and consent to the
sublease of the equipment, the Debtors executed and delivered an
acknowledgement letter to GECC where it expressly acknowledged
and agreed that the Debtor's interest in the equipment is
"subject and subordinate" to GECC's rights under the Master
Lease and Collateral Assignment. In August 1999, GECC
transferred and assigned to SouthTrust all of its rights and
interests in the Master Lease, the Collateral Assignment, and
certain other documents.

Prior to the Petition Date, Duke would collect the monthly
sublease payment from the Debtor for the use of the equipment.
In turn, Duke would remit these payments to SouthTrust in order
to fulfill Duke's obligations to pay the monthly rent payment
due under the Master Lease.

The Master Lease calls for $40,477.36 monthly payments.
SouthTrust hasn't seen a dime in 2001. By Motion, SouthTrust
seeks an order compelling payment of post-petition rent.

SouthTrust understands that the Debtors use the equipment in the
ordinary course of business, and, accordingly, is entitled to
post- petition lease payments. If, however, the Debtors' don't
want to pay, then SouthTrust asks the Court for relief from the
automatic stay to exercise other collection remedies.

Gary W. Farris, Esq., at Burr & Forman LLP, in Atlanta, Georgia,
represents SouthTrust in the Debtors' chapter 11 cases.

                       *   *   *

The Debtors object to SouthTrust's motion to compel payment of
rent.  SouthTrust's request, David G. Heiman,Esq., at Jones,
Day, Reavis & Pogue argues, is based on the erroneous premise
that the Master Lease and the Master Energy Services Agreement
(MESA) are unexpired leases of personal property.  The Master
Lease and MESA are disguised financing arrangements rather than
true leases.  Moreover, since SouthTrust has sold the Lighting
Fixtures to Duke and Duke to the Debtors, neither Duke nor
SouthTrust are entitled to post-petition rent payments.
(Pillowtex Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PLANET HOLLYWOOD: Posts Financial Results For First Quarter 2001
----------------------------------------------------------------
Total revenues of Planet Hollywood International Inc. decreased
from $43.5 million for the thirteen weeks ended March 26, 2000
("first quarter 2000") to $33.2 million for the thirteen weeks
ended April 1, 2001 ("first quarter 2001"), a decrease of $10.3
million or 24%. The decrease in total revenues was primarily
attributable to approximately $4.2 million of declines related
to the closing of six restaurants in fiscal 2000, approximately
$2.1 million of declines related to the Planet Movies by AMC
joint venture dissolution and ceasing of operations of the
Columbus, Ohio unit and a decrease in franchise revenues and
specialty retail sales. Net loss for the Company in the thirteen
weeks ended April 1, 2001 was $(10,624), while the net loss for
the thirteen weeks ended March 26, 2000 was $(13,314).

The Company's revitalization program has produced positive
comparative restaurant sales for the first quarter of 2001 for
domestic Planet Hollywood restaurants. Management believes that
the revitalization program combined with new promotional
programs will result in further improvements in comparative
restaurant sales and operating results. Further, management
believes that the projected improvement in operations combined
with funds available under the Company's credit agreements and
the proceeds from selected asset sales can allow the Company to
continue revitalization efforts and operations for the
foreseeable future.

The Company believes, based on its projections, that current
cash on hand, together with the funds available under its
working capital facilities, the funds available under its $10.0
million standby term loan, and cash generated from certain asset
sales will be sufficient to meet the Company's operating cash
requirements, to pay interest and scheduled amortization on all
outstanding indebtedness and to fund anticipated capital
expenditures through 2001. Even with the completion of the plan
of reorganization, however, the Company's ability to meet its
debt service obligations, including the ability to refinance a
portion of the 10% Secured Deferrable Interest Notes when they
mature in 2005, will depend on a number of factors, including
the Company's ability to generate positive operating cash flow,
and there can be no assurance that targeted levels of operating
cash flow will actually be achieved. The Company's ability to
generate positive operating cash flow will depend upon consumer
tastes, the success of marketing initiatives and other efforts
by the Company to increase customer traffic in its restaurants,
prevailing economic conditions and financial, business and other
factors, many of which are beyond the Company's control.

The Company has never paid, and does not anticipate paying in
the foreseeable future, any dividends on its common stock. The
Company intends to retain all available cash to finance
operations, development and growth of the Company.


PURINA MILLS: Irwin Jacobs Discloses 5.62% Equity Stake
-------------------------------------------------------
Irwin L. Jacobs beneficially owns 562,000 shares of the common
stock of Purina Mills Inc. representing 5.62% of the outstanding
common stock of the Company. Mr. Jacobs has sole voting and
dispositive power over the stock owned.

Mr. Jacobs is the President of Jacobs Management Corporation, a
management consulting firm incorporated in Delaware. He is also
Chairman of the Board of Genmar Holdings, Inc., a manufacturer
of power boats. His business address is in Minneapolis,
Minnesota.

These shares are subject to purchase through "pair basket"
options with Credit Suisse. Mr. Jacobs has the right to acquire
these shares within 60 days through settlement of his option on
the shares.


SAFETY-KLEEN: 2nd Motion To Compel PwC To Produce Documents
-----------------------------------------------------------
Safety-Kleen Corp. filed a motion in September 2000 seeking an
order compelling PwC's appearance for examination under oath,
and for production of documents. In support of that Motion, the
Debtors argued that the requested examination and documents
could lead to discovery of various assets of these estates,
including claims against PwC and other third parties. Various
parties joined in this Motion, and sought leave to participate
in the examination and to review the documents as produced. In
particular, several bondholders joined, saying that they were
"on the bubble", as it appeared that only the bank creditors
would be paid in full, and that only additional assets could be
used to pay unsecured creditors, of which a majority are
represented by bond obligations. The Motion was granted, and
examination and production were ordered.

Since that date, PwC has refused to produce certain documents
which the Debtors and other participating parties believe to be
included within the scope of the Order granting the Motion,
although some production has been had. The Debtors have now
filed a second Motion seeking a further order to compel
production of the requested documents, and for sanctions.

The Debtors advised that PwC has refused to produce:

      (a) PwC Personnel Files. PwC has refused to produce the
personnel files of the PwC personnel who participated in the
audits of the financial statements of Safety-Kleen and its
predecessor. These files are said to be relevant to issues
regarding whether PwC's auditors were properly trained and
supervised, and whether the audits were conducted according to
generally accepted accounting standards.

      (b) Confidential Information. By agreement, PwC, the
Debtors, the bondholders, and the Official Committee of
Unsecured Creditors executed a confidentiality agreement as a
condition of their review of certain PwC documents said to be
"highly confidential". PwC designated as highly confidential its
work papers and other documents and files, all to the extent
they are maintained in electronic form, the proprietary software
used to create, access, read or otherwise use these documents,
work papers and files, and written instructions on how to use
this software.

All of these documents were included within the prior request,
and hence were also within Judge Walsh's prior order directing
their production. There is no basis under which any of these
documents may be withheld, and PwC should be compelled to
produce them. Since the Debtors have been forced to bring this
Motion, PwC should also be ordered to pay the Debtors' costs and
attorney's fees.

                       Joinders

American High-Income Trust and State Street Research Income
Trust, holders of Safety-Kleen bonds, represented by Megan D.
McIntyre and Stuart M. Grant of the firm of Grant and
Eisenhofer, PA, of Wilmington, Delaware, joined in the Debtors
first and second Motions to compel PwC to produce documents and
information, and asks Judge Walsh to assess sanctions against
PwC equal to the bondholders' costs and attorney's fees in
bringing this Motion.

AHIT and SSRIT reminded Judge Walsh that they are the holders of
in excess of $25 million in face amount of Safety-Kleen 9-1/4%
senior notes due 2008, and Safety-Kleen 9-1/4% notes due 2009,
and are therefore creditors of this estate. The bondholders tell
Judge Walsh they have a significant interest in identifying and
marshaling assets of these estates unencumbered by the liens of
the institutional lenders, such as claims against PwC, as these
assets appear to be the primary source from which repayment
could be obtained for unsecured creditors.

AHIT and SSRIT also reminded Judge Walsh that he had previously
permitted them to join in the Debtor's first motion to compel
production, and had directed that PwC provide the same documents
to the bondholders as were provided to the Debtors. However, PwC
has withheld certain documents from the bondholders and the
Debtors, and has produced some documents to the Debtors but not
to the bondholders. The bondholders told Judge Walsh that PwC
should be compelled to produce all of the documents requested by
the Debtors to the bondholders.

The bondholders were a party to the confidentiality stipulation
regarding the "highly confidential" documents and software to be
produced; however, during the negotiations leading to that
document, counsel for PwC advised that it would produce the
documents and software to counsel for the Debtors, for the
Official Committee of Unsecured Creditors, and for the Secured
Creditors, but not to the bondholders. This restriction - and
the bondholders' reservation of rights - was made a part of the
confidentiality agreement.

The bondholders asserted that this refusal to produce the highly
confidential information to the bondholders is in direct
contravention of Judge Walsh's order granting the Debtors' first
motion to compel production and ordering the same production to
each party. By refusing to provide this information, PwC is
denying the bondholders the opportunity to fully access, read
and analyze PwC's audit workpapers, which the bondholders must
do in order to evaluate potential claims against PwC and others.
The confidentiality agreement expressly permits the parties,
including the bondholders, to use the highly confidential
information for the purpose of evaluating any claim by Safety-
Kleen against PwC or others, pursuing any such claim in an
adversary proceeding, and objecting to any claim. Obviously the
bondholders cannot use the highly confidential information for
these purposes if PwC is permitted to refuse to provide them
with this information.

The bondholders said that PwC has no legitimate reason for
treating the bondholders differently than the Debtors and the
Creditors Committee when it comes to this information. The
bondholders are not competitors of PwC, so there can be no claim
that PwC will be harmed by providing its allegedly proprietary
software to the bondholders. As significant creditors of Safety-
Kleen, the bondholders have the same interest as the Debtors and
the Creditors' Committee in evaluating potential claims by or on
behalf of Safety-Kleen against PwC or others, since these claims
may prove to be valuable assets of the estate.

Counsel for the bondholders has attempted in good faith to
resolve this matter, but no resolution has been had. Because
PwC's refusal to produce its highly confidential information to
the bondholders is in violation of a clear and unambiguous court
order, and because such refusal is not substantially justified,
PwC should be required to pay the fees and expenses incurred by
the bondholders in presenting and prosecuting this Motion and
joinder. (Safety-Kleen Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SOURCE MEDIA: Defaults on $5.3MM Interest Payment on Senior Note
----------------------------------------------------------------
Source Media, Inc. (OTC Bulletin Board: SRCM), a provider of
interactive digital cable TV applications and audio and text
applications for all digital media platforms, announced that it
has not made the approximately $5.3 million interest payment on
its 12% Senior Secured Notes due May 1, 2001 within the 30-day
grace period provided by the indenture governing the Notes, and
that an Event of Default has therefore occurred with respect to
the Notes. As a result, the holders of at least 25% of the
aggregate principal amount of Notes outstanding may declare the
entire unpaid principal amount of the Notes and all accrued
interest due and payable immediately. The Company has engaged
UBS Warburg as its exclusive financial advisor in analyzing its
strategic alternatives and will continue to review all available
options.

Source Media is a leader in the development, production and
distribution of new media content. Source Media's interactive TV
business is conducted through SourceSuite LLC, a 50/50 joint
venture with Insight Communications, which is managed by Source
Media. SourceSuite's products are SourceGuide, an interactive
program guide and LocalSource, a local interactive programming
service. Source Media's IT Network is the leading creator of
private label audio and text content. This content is designed
for universal distribution and access across all platforms,
including voice portals, wireless and wireline telephone,
Internet and digital cable television. For further information,
you may visit Source Media's website at www.sourcemedia.com


SPINCYCLE INC.: Stretches Deadline For Exchange Offer to June 11
----------------------------------------------------------------
SpinCycle, Inc. has elected to extend the expiration date of its
exchange and consent offer until June 11, 2001 at 5:00 p.m.
(Eastern time) to permit additional holders of notes to cast
their ballots.

Management has been advised that holders that have not
previously voted on the proposed transaction are now in a
position to vote. On April 6, 2001, SpinCycle, Inc. commenced an
exchange offer to the holders of its senior discount notes due
2005 and a consent solicitation to a prepackaged plan of
reorganization to holders of record of the notes as of April 2,
2001 as described in SpinCycle's confidential restructuring
memorandum dated April 6, 2001. In April 1998, SpinCycle sold
the notes in a 144A offering to qualified institutional buyers.

As of May 1, 2001, the notes represent $144,990,000 in accreted
principal amount. Pursuant to the same memorandum, SpinCycle
simultaneously solicited the consent of its common and preferred
stockholders to the exchange and prepackaged plan of
reorganization. As of 5:00 p.m. (Eastern time) on June 4, 2001,
holders of notes representing $108,575,000 (approximately 75%)
in accreted principal amount had consented to the exchange offer
and prepackaged plan. As of May 7, 2001, SpinCycle had also
received the requisite vote of each class of its stockholders to
the exchange and prepackaged plan.


SUNTERRA: Discloses Terms of Greenwich Capital's Financing Pact
---------------------------------------------------------------
Sunterra Corporation and certain of its affiliates are debtors
in proceedings filed under Chapter 11 of the United States
Bankruptcy Code and operate their businesses as debtors-in-
possession in such proceedings under the jurisdiction of the
United States Bankruptcy Court for the District of Maryland.

On April 20, 2001, pursuant to order of the Bankruptcy Court,
the Debtors entered into a debtor-in-possession financing
agreement with Greenwich Capital Markets, Inc., providing for
both revolving loan availability and for term loans for the
purposes set forth below.

On the above date, the Debtors borrowed approximately $46.2
million as term loans and used the proceeds of such loans to
repay all amounts outstanding under a debtor-in-possession
financing agreement with Abelco Finance LLC and certain other
lenders that had been entered into in connection with the
Debtors' filings under Chapter 11. On the Closing Date the
Debtors also borrowed approximately $3.6 million as revolving
loans to pay certain fees and expenses in connection with the
closing of the Financing Agreement. In addition, the Debtors
borrowed $1.5 million in revolving loans, the proceeds of which
will be used for working capital and general corporate purposes.

Additional term loans will be available under the Financing
Agreement for purposes of repayment of certain pre-petition
obligations of the Debtors, including indebtedness owed to
Finova Capital Corporation, upon agreement of the Debtors and
Greenwich on the terms of such repayment and related matters and
subject to approval of the Bankruptcy Court. All borrowings
under the Financing Agreement are subject to various conditions.

Revolving and term loans under the Financing Agreement bear
interest at 3.5% in excess of a LIBOR-based rate. The Debtors
paid a facility fee of $2,600,000 on the Closing Date and will
pay a fee of .5% on the unused portion from time to time of the
revolving facility as provided in the Financing Agreement.
Certain fees will also be payable to the lenders under the
Financing Agreement upon a repayment of the Finova Loans with
proceeds of term loans, upon a repayment of Finova Loans with
certain funds other than proceeds of term loans and upon failure
by the Debtors to meet certain requirements relating to a plan
of reorganization. The loans have a maturity date of (and the
availability period for the revolving loans expires 21 days
prior to) June 30, 2002, subject to earlier maturity or
termination under certain circumstances. The loans are subject
to mandatory prepayment under various circumstances, including
prepayment on a monthly basis with proceeds of certain sales of
time share interests (in the case of term loans), prepayment
with certain monthly cash balances (in the case of revolving
loans) and prepayment with proceeds of certain sales or
dispositions by the Debtors of other assets (in the case of both
term loans and revolving loans).

The loans and other obligations of the Debtors under the
facility have certain administrative priorities under Chapter 11
and are secured by liens on and security interests in all of the
assets of the Debtors, subject to certain liens held by pre-
petition creditors and other permitted liens. The Financing
Agreement contains restrictions on indebtedness, liens, capital
expenditures, investments and sales of assets, on changes in the
business and in directors and key personnel and on various other
activities of the Debtors and requires the Debtors to maintain
certain collateral ratios and financial levels.


THERMADYNE HOLDINGS: S&P Downgrades Debt Ratings to D
-----------------------------------------------------
Standard & Poor's lowered its corporate credit, senior unsecured
debt, and subordinated debt ratings on Thermadyne Holdings Corp.
and removed them from CreditWatch, where they were placed on
May 15, 2001.

The company's double-'C' bank loan rating remains on CreditWatch
with negative implications. About $792 million in debt and bank
credit facilities are affected. The rating actions follow the
company's failure to make its May 1, 2001, interest payment on
its 10.75% subordinated notes due 2003 within the 30-day cure
period. In addition, the company failed to make its June 1,
2001, interest payment associated with its 9.875% senior
subordinated notes due 2008.

The company recently announced that it has entered into a
forbearance agreement with its lending group. The company's bank
lenders agreed to refrain from exercising any rights or remedies
in respect to existing financial covenants under the company's
current credit agreement until July 31, 2001. As a result, the
company is in discussions to restructure its debt obligations.
It is likely that debt holders will suffer serious impairment as
a result of these restructuring efforts. Over the near term, the
company has a $3 million principal payment associated with its
bank debt on June 30, 2001. If the company fails to make this
payment or if its financial initiatives result in impairment,
ratings will be lowered.

St. Louis, Mo.-Thermadyne occupies solid market positions in the
manufacture of a wide variety of cutting and welding equipment
and supplies. Markets are mature, cyclical, and subject to
intense pricing pressures. The company continues to experience
weak domestic market conditions as a result of the soft
industrial economy. In addition, the company continues to be
impacted by soft international markets and unfavorable foreign
currency exchange rates, Standard & Poor's said.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                                          TO           FROM
Thermadyne Holdings Corp.
    Corporate credit rating                D            CC
    Senior unsecured debt                  D            C
    Subordinated debt                      D            C

Thermadyne MFG. LLC
    Corporate credit rating                D            CC



Thermadyne MFG. LLC & Thermadyne Capital Corp.
    Corporate credit rating                D            CC
    Subordinated debt                      D            C


BANK LOAN RATING REMAINS ON CREDITWATCH NEGATIVE

Thermadyne MFG. LLC
    Bank loan rating                       CC


URANIUM RESOURCES: Robert Manning Owns 8% Of Common Stock
---------------------------------------------------------
Robert M. Manning holds 3,986,350 shares of the common stock of
Uranium Resources, representing 8.0% of the outstanding common
stock of the Company. Mr. Manning holds sole voting and
dispositive power over the shares so held.

Central Bank and Trust Co., Trustee of the John C. Mull IRA is
holding 2,250,000 shares of Uranium Resources with sole voting
and dispositive powers, representing 9.9% of the outstanding
common stock of the Company.

Arnold Spellun holds 8.1% of the outstanding common stock of
Uranium Resources represented in the 4,062,500 shares he
beneficially owns. Mr. Spellun exercises sole voting and
dispositive power over the shares held.


USG CORPORATION: Moody's Downgrades Senior Debt Rating to Caa3
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Chicago-
based USG Corporation and its subsidiary United States Gypsum
Company. These are as follows:

      * USG Corporation

        - senior notes, debentures and industrial revenue bonds
          to Caa3 from B2
        - shelf registration for senior debt to (P)Caa3 from
          (P)B2
        - shelf registration for subordinated debt to (P)Ca from
          (P)Caa1
        - shelf registration for preferred stock to (P)"c" from
          (P)"caa".

      * United States Gypsum Company

        - industrial revenue bonds to Caa3 from B2.

The outlook on the ratings remains negative while approximately
$1.5 billion of debt securities are affected.

According to Moody's, the downgrades reflect the continuing
pressure on gypsum wallboard pricing, remote probability of
near-term legislative relief from asbestos-related liabilities,
and increasing concerns for the company's overall liquidity due
to weak operating performance and increased asbestos-related
litigation filings and award settlements.


WASTEMASTERS: Esquire Trade Reports 6.2% Equity Stake
-----------------------------------------------------
Esquire Trade & Finance Inc. beneficially owns 10,869,565 shares
of the common stock of Wastemasters Inc., with sole dispositive
and voting powers, representing 6.2% of the outstanding common
stock of Wastemasters. The business address and place of
citizenship of Esquire Trade & Finance Inc. is Tortola, British
Virgin Islands.


WINSTAR: U.S. Trustee Reschedules Creditors' Meeting To June 15
---------------------------------------------------------------
Patricia A. Staiano, United States Trustee for Region 3, has
scheduled the meeting of creditors required by Section 341 of
the Bankruptcy Code, originally scheduled for June 1, 2001, has
been rescheduled for June 15, 2001, commencing at 10:00 a.m. in
Room 2313, 844 King Street, Wilmington, Delaware. Interested
parties may appear and examine a representative of the Winstar
Communications, Inc. Debtors. (Winstar Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ZEROPLUS.COM: Shutting Down Operations Due to Lack of Funding
-------------------------------------------------------------
Zeroplus.com, Inc. (Nasdaq: ZPLS) announced that it will begin a
phased shut-down of the company's operations, but will continue
to seek alternatives to realize value from its technology assets
and its strategic partnerships.

The Company's President and CEO, Robert A. Veschi, said that all
services will be suspended and most employees will be laid off
effective immediately while other alternatives are evaluated.
"We regret having to take this action," Veschi said. "We have
watched as other companies in telecommunications have also had
to shutdown their operations due to economic and capital market
conditions. Too often, this has been done without any attempt to
salvage the value of the company's assets. We are not certain
that we will succeed with our own efforts, but we do have that
goal and we will pursue it vigorously," he said.

This announcement follows Zeroplus' previous announcements that
it was seeking to additional capital to keep the company
operating at full force. "Investor capital is very scarce,"
Veschi said. "We have pursued many paths tirelessly over the
past few months, but thus far to no avail. We will minimize
expenditures as we continue to seek ways to realize value for
our business," he said.

Despite extensive efforts by the Company and its management to
rebuild stockholder value and ensure a viable future for the
business, the Company has not been able to identify and secure a
suitable source of immediate funds, a strategic alliance partner
or other arrangement pursuant to which the Company could
continue to operate as a going concern or realize going concern
value for its assets. Accordingly, there cannot be any assurance
that the Company will be able to secure sources of capital, or
enter into strategic alliances or other arrangements pursuant to
which the Company will be able to continue to operate as a going
concern or realize going concern value for its assets. In light
of this, the Company is also evaluating whether to pursue an out
of court work-out with its creditors or relief under Federal
bankruptcy laws.

On April 4, ZeroPlus was informed by Nasdaq that the Company's
common stock had failed to maintain a minimum bid price of $1.00
for 30 consecutive days as required under The Nasdaq SmallCap
Market rules. The Company has until July 3, 2001 to regain
compliance with this Rule. If the Company is unable to
demonstrate that it has regained compliance with the Rule by
maintaining a minimum bid price of the Company's common stock at
or above $1.00 for 10 consecutive trading days on or before July
3, 2001, Nasdaq will provide the Company with written
notification that its securities will be delisted. The Company
may appeal the delisting decision to a Nasdaq Listing
Qualifications Panel.

                            *********

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
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                      *** End of Transmission ***