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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 25, 2001, Vol. 5, No. 81

                            Headlines

AAMES FINANCIAL: Completes Loan Sales & Appoints Top Executives
ALAMAC KNIT: Court Extends Lease Deadline and Exclusive Period
APPLE ORTHODONTIX: May 23 Confirmation Hearing Scheduled
ARMSTRONG WORLD: Wants To Guarantee Risk-Hedging Transactions
BOWNE & CO.: Intensifies Cost-Cutting Efforts

CHASE MORTGAGE: Fitch Cuts Mortgage Certificates' Rating To D
CHEMICAL MORTGAGE: Fitch Places BBB-Rated Securities On Watch
CLARK MATERIAL: Seeks to Extend Exclusive Period To August 13
COMDIAL CORP.: Bank of America Agrees To Amend Debt Covenant
CONTIFINANCIAL: Exits Chapter 11 Bankruptcy

CORAM HEALTHCARE: Goldin Hires Counsel & Equity Committee Balks
DOLE FOOD: Moody's Reviews Senior Ratings For Possible Downgrade
EAGLE-PICHER: Moody's Junks Senior Debt Ratings
ETOYS INC.: Seeks Court's Nod To Sell Inventory To Kay-Bee Toys
FINOVA GROUP: China Air Seeks Relief From Automatic Stay

GERALD STEVENS: Files Chapter 11 Petition in Miami
GERALD STEVENS: Chapter 11 Case Summary
GORGES HOLDING: Exclusive Period Extended To June 15
ICG COMMUNICATIONS: Exclusive Period Extended To August 11
KELLSTROM: Convertible Subordinated Note Rating Down To Caa2

MARCHFIRST: Selling Certain West Coast Operations to SBI, Inc.
MARINER: Court Extends Health's Removal Period To October 1
MERISEL INC.: Posts $95.7 Million Net Loss For Year 2000
NEXTPATH: May File For Bankruptcy If Unable To Resolve Cash Burn
NMT MEDICAL: Annual Stockholders' Meeting Will Be On June 7

OPTICARE HEALTH: American Stock Exchange Halts Trading of Stock
OWENS CORNING: Bankruptcy Court Approves Employee Programs
PARACELSUS HEALTHCARE: Plan Confirmation Hearing Is On May 22
PHYSICIANS RESOURCE: Delays Filing Annual Report with SEC
PSINET INC.: NASDAQ To Delist Securities On Friday, April 27

SAN MARCOS: School District On Verge of Bankruptcy
SILVERZIPPER.COM: Primary Lender Seizes Assets After Default
SOUTHERN CALIFORNIA: Bankruptcy Seen Unless Lawmakers Back Deal
TITANIUM METALS: Shareholders To Meet In Denver On May 22
TRANSIT GROUP: Completes Debt Restructuring

USA BIOMASS: Asks Court To Extend Exclusive Periods
VENCOR INC.: American Moves To Amend 3 Proofs of Claim
VENCOR: Ventas Receives 9.99% Equity Stake in Kindred Healthcare
W.R. GRACE: Retains Wachtell Lipton As Special Counsel
WINSTAR COMMUNICATION: Honoring Prepetition Employee Obligations

* Meetings, Conferences and Seminars

                            *********

AAMES FINANCIAL: Completes Loan Sales & Appoints Top Executives
---------------------------------------------------------------
Aames Financial Corporation (NYSE: AAM), a leader in subprime
home equity lending, announced the successful completion of a
$150.0 million asset backed securitization and $365.0 million in
whole loan sales for the recently completed quarter-ended March
31, 2001. The Company also announced the appointment of Ronald
J. Nicolas, Jr. as Chief Financial Officer and Stephen E. Wall
as a director.

The Company announced that it closed a $150.0 million
securitization transaction of fixed rate mortgage loans. The
Company sold the related residual interest for cash to an
affiliate of the Company's largest stockholder under its
Residual Forward Sale Facility. The Company sold the servicing
rights and prepayment penalties in the transaction to
Countrywide Home Loans, Inc.

The Company also sold its Alt A, second mortgage and ARM/Hybrid
mortgage loan production through the $365.0 million of whole
loan sales in the secondary market for cash on a servicing-
released basis.

"Over the course of the last 18 months, we have made significant
progress in improving the quality and pricing of our production"
said John Kohler, Executive Vice President, Capital Markets and
Secondary Marketing. "That is now paying off in terms of
increased investor interest in both our ABS and our whole loans
transactions. For the March quarter, we sold approximately 70%
of our production through whole loan sales. We are, however,
committed to being a regular issuer of ABS and for the March
quarter we executed a $150 million fixed rate security with a
senior/subordinate structure. Our objective is to optimize
execution between the securitization and whole loan markets to
maximize our gain rate while improving our current and projected
cash flow."

"The mix of securitization and whole loan sales transactions
reflects, in part, our strategy to maximize funding
opportunities in the marketplace," said A. Jay Meyerson, Chief
Executive Officer.

The Company also announced that effective April 23, 2001 Ronald
J. Nicolas, Jr. will assume the office of Executive Vice
President and Chief Financial Officer, replacing James Huston
who resigned, and that Stephen E. Wall has been appointed to the
Board of Directors of the Company, filling the vacancy created
by the resignation from the Board of Directors of Georges C. St.
Laurent, Jr. on February 15, 2001.

Mr. Nicolas has held various senior executive finance positions
at KeyCorp since 1993. Most recently, Mr. Nicolas served as
Executive Vice President and Group Finance Executive of
KeyCorp's Retail, Internet, Operations and Information
Technology Divisions. Prior to that time, Mr. Nicolas served as
Executive Vice President and Chief Financial Officer of Key Bank
USA, KeyCorp's consumer finance subsidiary, where he worked
closely with Aames' CEO Meyerson. Prior to joining KeyCorp, Mr.
Nicolas held senior positions at Marine Midland Banks, Inc.,
Harte Hanks Direct Marketing and Harte Hanks Communications,
Inc.

"Ron comes to Aames with 19 years of experience in the financial
services industry," Meyerson said. "Ron will be responsible for
leading the finance organization which will include evaluating
strategic funding alternatives and coordinating the Company's
long-term profit planning."

Mr. Wall served in various capacities with KeyCorp and its
predecessors from 1970 through 1999 when he retired. At the time
of his retirement, Mr. Wall was Executive Vice President of
KeyCorp and the Chairman, President and Chief Executive Officer
of KeyBank National Association where he served as a retail
banking executive. Mr. Wall also served as Executive Vice
President of Society Corporation and, before that Centran
Corporation. Mr. Wall received a B.A. degree from the California
State University at Long Beach.

"Steve is a former colleague of mine with extensive background
and experience in the financial services industry," said
Meyerson. "I am extremely honored that Steve will be joining our
team and I look forward to working with him again."

The Company also announced that, in December 2000, Steven M.
Gluckstern resigned from the Board of Directors and as Chairman.
Mani A. Sadeghi, a member of the Board of Directors, was
appointed as Chairman and Joseph R. Tomei was appointed to the
Board of Directors.

Aames Financial Corporation is a leading home equity lender, and
at December 31, 2000 operated 100 retail Aames Home Loan offices
and 5 wholesale loan centers nationwide.


ALAMAC KNIT: Court Extends Lease Deadline and Exclusive Period
--------------------------------------------------------------
The U.S. Bankruptcy Court, District of Delaware, entered an
order on March 29, 2001 extending the deadline of Alamac Knit
Fabrics, Inc., et al. set by section 365(d)(4) of the Bankruptcy
Code to assume or reject non-residential real property leases to
May 25, 2001.

The court also extended the period during which the debtors have
the exclusive right to file a plan of reorganization for 90 days
to and including June 25, 2001.


APPLE ORTHODONTIX: May 23 Confirmation Hearing Scheduled
--------------------------------------------------------
According to documents obtained by BankruptcyData.com, on April
3rd the U.S. Bankruptcy Court approved Apple Orthodontix, Inc.'s
motion for an extension of the exclusive period during which the
Company can file a plan of liquidation and solicit acceptances
thereof. On April 11th, the company filed a First Amended Plan
of Liquidation and related Disclosure Statement with the Court,
and the Court approved the Disclosure Statement's adequacy on
April 19th. The Court continued the hearing to consider
confirming the Plan until May 23, 2001. Objections to the Plan
are due May 14, 2001. The Company has been operating under
Chapter 11 protection since January 27, 2000. (New Generation
Research, April 23, 2001)


ARMSTRONG WORLD: Wants To Guarantee Risk-Hedging Transactions
-------------------------------------------------------------
Rebecca L. Booth, at Richards, Layton & Finger, P.A., in
Delaware, explained to Judge Farnan that, as a result of
bankruptcy filing, the Debtor Armstrong World has not, in the
absence of Court approval, been able to issue or to renew
guarantees for its subsidiaries' benefit.

This inability has made lenders either reluctant to extend
credit to of the subsidiaries, or to extend credit on less
attractive terms than the subsidiaries were able to obtain when
they had the backing of the Debtor's guarantees. In like manner,
several financial institutions have asked the Debtor to
guarantee the subsidiaries' obligations under certain risk-
hedging transactions. By motion, the Debtor requests the
Court to authorize it to (a) issue and/or renew guarantees for
its subsidiaries' benefit, and (b) guarantee its subsidiaries'
obligations pursuant to the risk-hedging transactions.

               The Debtor as Subsidiaries' Guarantor

Ms. Booth narrated that, prepetition, it was customary for the
Debtors'direct and indirect, wholly-owned subsidiaries to obtain
credit facilities from lenders in the ordinary course of
business. However, as a condition to extending credit to the
subsidiaries, the prospective lenders often requested and
received from the Debtor guarantees of repayment of any loan or
other credit extended to the subsidiaries under the credit
facilities. The financing was typically effected in the
subsidiary's local currency, and provided the subsidiary, and
the Debtor as its guarantor, with a currency hedge. With the
Debtors' guarantee, the subsidiaries were able to obtain more
credit terms and facilities than they would have otherwise. In
fact, Ms. Booth declared, prepetition, the subsidiaries have had
available credit facilities, both committed and uncommitted, in
an aggregate amount up to $130 million.

                  Risk Hedging Transactions

In the ordinary course of business the subsidiaries enter into a
myriad of financial transactions, including, but not limited to,
inter-company debt transactions, purchase of materials, and
sales of products. As many of these transactions involved
currencies different from the subsidiaries' functional currency,
to protect themselves against exposure to fluctuations in
currency exchange rates, the subsidiaries would enter into a
variety of derivative risk-hedging transactions, such as foreign
exchange contracts with third parties, or counter-parties, like
banks. The risk-hedging transactions enabled the subsidiaries to
fix the amount of United States dollars, or other currency, that
a subsidiary is entitled to pay or receive at a specified future
date. At the settlement date of the risk-hedging transactions,
the subsidiary would either pay or receive cash to, or from the
counter-party to the transaction, depending upon the nature of
the currency fluctuations between the transaction and settlement
date.

The Debtor guaranteed the obligations of many of the
Subsidiaries under the risk-hedging transactions.

               Fruits of the Relief Requested

A grant of the relief requested would be in the best interest of
the Debtors' business, its estates and creditors, contended Ms.
Booth, pointing out that almost all of the subsidiaries are
wholly-owned by the Debtors. Any economic gain incurred by the
subsidiaries ultimately would inure to the Debtor's benefit.
Extending guarantees for the subsidiaries' benefit would enable
the subsidiaries to obtain credit facilities on more attractive
terms than they would obtain in the absence of the guarantees,
and also enables the subsidiaries to engage in risk-hedging
transactions. The guarantees would preserve the subsidiaries'
assets, enhancing not only their value, but also that of the
Debtor.

                       Where Injury Falls

Ms. Booth assured all parties that guaranteeing the
subsidiaries' credit facilities and the risk-hedging
transactions poses little or no risk to the creditors. The
subsidiaries are financially solvent companies, and to date, the
Debtor has not incurred any liability with respect to any
guarantee it has issued for a subsidiary's benefit. In fact, the
Revolving Credit and Guaranty Agreement, as amended, with the
Debtors' DIP Lenders specifically permits the Debtor to
guarantee the subsidiaries' debts.

The Debtor cautioned the Court that failure permit the Debtor
and subsidiaries to obtain new or renewed credit facilities
would have a detrimental impact on the subsidiaries' operations
and, in turn, upon the Debtor's estate. Admittedly, the Debtor
could use its current cash flow to provide financing to its
subsidiaries, but the Debtor believes that for it to do so would
not be the most efficient way to provide that financing. In
addition, failure to guarantee the subsidiaries' obligations
pursuant to the risk-hedging transactions would negatively
affect the subsidiaries' ability to enter into global financial
transactions, exposing the subsidiaries to serious financial
risk associated with currency fluctuations. (Armstrong
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BOWNE & CO.: Intensifies Cost-Cutting Efforts
---------------------------------------------
Bowne & Co., Inc. (NYSE: BNE) said it is taking additional steps
in its cost reduction program aimed at reducing annualized
operating expenses by more than $30 million. These actions are
being implemented immediately. The company estimates that the
related restructuring expenses will result in a second quarter
pre-tax charge to earnings of approximately $4 million to $6
million in its continuing operations.

Because of the unexpected, rapid deterioration of the Internet
consulting market, the Company decided to close down its
Internet consulting business, Immersant, which has been severely
impacted by delays and cancellations of customer projects. The
Immersant shutdown will result in charges of approximately $18
million to $20 million, of which $1.5 million is a cash charge
for severance costs.

The company noted that the reductions in operating expenses
announced today are in addition to the $20 million in annual
cost savings previously announced.

The Company's cost reduction plan includes immediate staff
reductions of approximately 10% in its financial printing
segment. In addition to the staff reductions, the Company is
limiting all discretionary spending and continuing its on-going
efforts to increase productivity by reengineering workflow to
better balance customer demand with its distributive network.
These reductions are a result of Bowne's operating units
reviewing internal operations for efficiencies, consolidating
departmental functions and eliminating duplicative job
functions. Additional savings will result from reductions in
fixed costs and general corporate overhead. Bowne expects to
eliminate approximately 650 positions as a result of these
initiatives, principally from the financial printing operations
and the closing of Immersant.

Robert M. Johnson, chairman and CEO of Bowne & Co. said, While
we regret the impact this will have on a number of our
employees, we must continue to adjust our capacity to meet the
reality of current business conditions and further reduce costs
accordingly. As a result of this challenging environment,
prompted by the industry-wide impact of the slowing economy,
particularly in the capital markets, we are taking these actions
to align our structure and operating expenses with current and
anticipated revenue levels. The steps we are announcing today,
though painful, are necessary to position the company for a
return to acceptable levels of profitability.

Mr. Johnson continued, Immersant was certainly not immune to the
rapidly deteriorating environment for Internet consultants.
While we believed that we could eventually have brought this
business to profitability, we decided that, given the market
instability and the realization that this unit required more
investment capital than was prudent, we took a hard look at the
future of this business and made the tough decision to exit the
domestic web consulting and development business and focus our
resources on our higher-potential global solutions business.
Bowne Global Solutions will continue to offer a complete, global
web content and site solution, which BGS and Immersant jointly
provided to clients. The customer feedback to this integrated
solution has been excellent-and one of the reasons why BGS has
produced increasing positive results and steady growth. In
addition, we will continue to provide the Internet services
provided by our financial print, digital and outsourcing
businesses. As I have said in the past, content fuels the web-
and the demand for localized content on the web makes the
adoption of a global e-businesses strategy for our customers
absolutely vital.


CHASE MORTGAGE: Fitch Cuts Mortgage Certificates' Rating To D
-------------------------------------------------------------
Fitch lowers its rating of the following Chase Mortgage Finance
Corp. subordinate mortgage pass-through certificates:

      * Chase 1992-2, class B-11 ($716,253 outstanding), rated
        `B+' is downgraded to `D'.

This action is the result of a review of the level of losses
incurred to date. As of the March 25, 2001 distribution:

Chase subordinated 1992-2 remittance information indicates that
approximately 4.64% of the pool is over 90 days delinquent, and
cumulative losses are $6,668,917 or 3.29% of the initial pool.
Class B-11, currently 4.37% of the total certificates, has no
credit support remaining.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on Fitch's web site
at `www.fitchratings.com'.


CHEMICAL MORTGAGE: Fitch Places BBB-Rated Securities On Watch
-------------------------------------------------------------
Fitch lowered its ratings of the following Chemical Mortgage
securities pass-through certificates:

Chemical 1993-3, class B-4 ($431,194 outstanding), rated `BBB'
is placed on Rating Watch-Negative.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the March 25, 2001
distribution:

Chemical 1993-3 remittance information indicates that 2.26% of
the pool is over 90 days delinquent, and cumulative losses are
$697,958 or 0.34% of the initial pool. The deal is 85% paydown.
Class B-4 has 0.26% credit support remaining.


CLARK MATERIAL: Seeks to Extend Exclusive Period To August 13
-------------------------------------------------------------
Clark Material Handling Company, et al. seeks a court order
extending the exclusive periods during which the debtors may
file a plan of reorganization and solicit acceptances thereof.
The debtors seek an extension of the exclusive period to file a
plan or plans for approximately 120 days, to and including
August 13, 2001 and the debtors seek an extension of the period
to solicit acceptances to and including October 13, 2001.

The debtors stated that their cases are sizable and complex. The
debtors have replaced the CEO of Clark with Kevin Reardon, the
debtor has retained  management consultants and the debtor has
made certain modifications to the severance and retention
benefits of the debtors' senior management.

Even in light of the debtors' substantial progress, the debtors
still have a substantial amount of work to do before a plan can
be formulated, let alone proposed, negotiated and confirmed. The
debtors have yet to have substantive plan negotiations with
their principal creditor constituencies. The new senior
management team must complete the analysis of the nature and
extent of the claims against their estates, concentrate
operational efforts on the performance of the debtors and CLARK
entities and complete the exploration of the possible benefit
that a sale of all or some of the debtors' assets might afford.


COMDIAL CORP.: Bank of America Agrees To Amend Debt Covenant
------------------------------------------------------------
Comdial Corporation (Nasdaq:CMDL) reported results for the
fourth quarter and fiscal year ending December 31, 2000 and the
revised terms of its agreement with Bank of America.

                         Sales Revenue

Revenues for the fourth quarter totaled $19.5 million, compared
with revenues of $43.4 million for the same period in 1999.
Revenues for fiscal year 2000 were $100.0 million compared to
$150.3 million in 1999.

Revenues were significantly impacted by the decision of Comdial
and its supply houses to undertake a major reduction of
inventory levels at the supply houses in light of the sudden
slowdown of the market for telecommunications products in 2000.
For the fourth quarter of 2000, the supply houses sold $4.5
million more than they purchased from Comdial of the Company's
products. Altogether, Comdial end-customers purchased from the
supply houses over $19 million more than the supply houses
purchased from Comdial for the full fiscal year.

                     Net Income and EPS

The net loss for 2000 was $63.3 million or $6.89 per share
compared to restated net income of $7.3 million or $0.82 per
share for 1999. The net loss included a full valuation allowance
reserve on its deferred tax assets of $34.1 million based on a
change in management's estimate concerning the likelihood of
such assets' future realization. The net loss for the year 2000,
excluding the tax valuation allowance reserve, was $29.1 million
or $3.17 per share.

                Amended Agreement with Bank of America

Comdial and Bank of America executed a letter agreement dated
April 10, 2001 to amend Comdial's existing credit facility under
the Amended and Restated Credit Agreement dated November 22,
2000. The credit facility consists of a working capital line of
credit and a term loan. The letter agreement provides for an
extension of the maturity date of Comdial's working capital line
of credit to March 31, 2002. The agreement also increased the
line of credit from $15.0 million to $16.5 million from March
31, 2001 to March 31, 2002, and lowered the collateral
requirement by $3.0 million until September 30, $2.5 million
until October 31, and $0.5 million until November 30, 2001. The
term loan principal payment of $2.5 million due September
30, 2001 under the existing Credit Agreement has been changed to
the amount necessary to reduce the term loan to $5.0 million.
Currently, the outstanding balance of the term loan is $15.7
million. Comdial expects to utilize the proceeds from the $8.4
million note receivable from Seminole Properties, LLC (pursuant
to its sale of the land and building on March 9, 2001) to be
paid by June 1, 2001 and proceeds of approximately $1.0 million
from the April 12, 2001 equipment auction and furniture sale to
reduce the required principal payment to approximately $1.3
million. The Funded Debt to Total Capital Ratio covenant was
waived for December 31, 2000 and March 31, 2001. The covenant
thereafter will resume for the quarter ending June 30, 2001, but
will be modified by including the deferred tax asset valuation
allowance as part of the total capital component of the formula.
The EBITDA covenant has been modified as follows: the minimum
requirements are $1.9 million, $6.0 million, and $9.7 million as
of June 30, September 30, and December 31, 2001 respectively and
measured on a cumulative basis from April 1, 2001. The capital
expenditures have been restricted to $0.3 million per quarter
and $1.2 million per year. The interest rate has been adjusted
from Libor plus 3% to Prime plus 3%.

                Corporate Restructuring

A complete review of the Company's operations has resulted in
the significant restructuring of the organization to streamline
operations, reduce costs, consolidate functions, outsource
manufacturing and reduce headcount. In the fourth quarter of
2000, the Board of Directors approved management's plan (the
Plan) to restructure the Company. As a result of the Plan, the
Company has taken a number of charges in the fourth quarter of
2000 associated with the restructuring. The Company has
downsized the workforce by 152 employees in December and
notified another 222 employees that their positions will be
eliminated during 2001. This resulted in a $2.4 million
restructuring charge. In connection with the downsizing of the
Company's entire operations, Comdial abandoned an IT system
implementation project that began in 1999 and switched to an IT
system that was already operational at Key Voice Technologies,
Inc., a wholly owned subsidiary of Comdial. Comdial wrote-off
$3.9 million in 2000 related to this project. As a result of
Comdial's decision to outsource the Company's manufacturing
operations, the majority of the manufacturing equipment has been
or will be sold. An impairment analysis of these assets resulted
in a $0.4 million write-down of their carrying value as of
December 31, 2000. In addition, the Company:

      -- reserved $2.4 million for a lower of cost or market
inventory write-down as a result of the Company's decision to
outsource manufacturing

      -- reserved $2.5 million for inventory obsolescence
pursuant to its decision to discontinue a number of product
lines

      -- increased the bad debt reserves by $2.0 million to
reflect the declining economic situation in some areas that the
Company markets; and

      -- wrote off $2.7 million for goodwill impairment
associated with Array, a wholly-owned subsidiary acquired by
Comdial in 1998.

                         Restatement

The Company has restated its consolidated financial statements
for the fiscal years 1999 and 1998 to reflect additional
compensation expense associated with stock options awarded under
its 1992 Incentive Stock Option Plan (1992 Plan). Management has
determined that these option grants should be accounted for as
variable, rather than fixed awards due to certain features, or
lack of features, outlined in the 1992 Plan. The Board of
Directors has since approved a 1992 Plan amendment to ensure
that options granted under the 1992 Plan will be accounted for
as fixed awards. The impact on sales, general and administrative
(SG&A) expenses was $0.5 million and $0.1 million for the years
ended 1999 and 1998, respectively. There was also a related
restatement of certain consolidated balance sheet categories
including accrued payroll and related expenses, paid-in-capital
and accumulated deficit (see attached consolidated financial
statements).

                         Gross Margin

Gross margin for the fourth quarter was a negative $3.1 million,
or 16% of sales, compared with a positive $20.7 million, or 48%
of sales, for the same period in 1999. Gross margin for fiscal
2000 was $22.3 million, or 22% of sales, compared to $64.8
million, or 43% of sales in 1999. The negative gross margin in
the fourth quarter of 2000, and the decreased gross margin for
the fiscal year, are due primarily to the furloughing program
that started during the third quarter of last year, and
continued through the fourth quarter, a lower of cost or market
adjustment recorded against raw materials pursuant to the
company's outsourcing of its manufacturing operations,
additional obsolescence provisions related to products
discontinued in the fourth quarter 2000, as well as competitive
pressures which resulted in lower prices for certain products.

                         Operating Expenses

In comparison to 1999, operating expenses increased for both the
fourth quarter and the fiscal year 2000. SG&A expenses for the
year 2000 increased by 18 percent to $47.1 million compared with
$39.9 million for 1999. For the fourth quarter 2000, SG&A
expenses increased by .4 percent to $12.5 million compared with
$12.4 million in 1999. This increase was primarily due to an
increase in bad debt reserves associated with the decline in
collections experience in certain markets in which Comdial does
business, increased personnel costs for national accounts, and
increased administration costs.

                         Balance Sheet

Current and long-term debt was reduced from $42.2 million at the
end of the third quarter of 2000 to $38.4 million by year-end.
Accounts receivable decreased from $23.3 million to $13.8
million over the same period. $2.0 million of the change was due
to increased bad debt reserves. The inventory levels were
reduced from $25.4 million to $15.4 million. This reduction
included $2.4 million in the adjustment for a lower of cost or
market write-down as a result of the decision to outsource the
manufacturing operation and a $2.5 million write-down for other
product obsolescence.

                    Comments of Nick Branica

Commenting on the results, Nick Branica, President and CEO of
Comdial, stated, "We are very disappointed by the 2000 operating
results of the Company, but we believe we have quickly taken the
necessary steps required to position the Company for future
growth. We have accomplished a tremendous amount over the last
several months as part of our aggressive restructuring plan. We
have successfully reduced the inventory levels at the key supply
houses that sell to our dealers to the 60-day level. During the
first quarter of 2001, the Company entered into an agreement to
outsource a majority of its manufacturing operations. In
addition, the Company's manufacturing facility in
Charlottesville, Virginia was sold in March 2001, which should
enable the Company to reduce its bank debt by $11.4 million.
During the first quarter of 2001, Comdial's corporate
headquarters were relocated to Sarasota, Florida and are now
fully operational. We have streamlined our product portfolio and
have announced several new products including the FX-II? and DX-
80?. We have had good success during the introduction of these
two new products and the initial demand has well exceeded our
expectations. We have increased the production of these products
to meet the sales opportunities that are now emerging. We
believe that these products, together with our other current and
new sophisticated product offerings including unified messaging,
IP Networking and our IP phones will enable us to successfully
create a new platform from which the Company expects to grow in
the future. We are very pleased with the steps that we have been
able to implement in a very short period of time to restructure
the Company and the way we do business to meet the demands of a
changing market. I am happy to report that we have now
successfully completed approximately eighty percent of our
restructuring plan. We firmly believe that the actions that we
have taken and the additional actions in process will result in
significant cost savings, improved customer satisfaction and
position Comdial for success and new growth."

                     About Comdial

Comdial provides integrated communications solutions that
address the needs of the business environment. Comdial is
committed to researching and developing leading edge, fully
integrated communications solutions and customer applications
for small to medium-sized businesses, government, assisted
living, hospitality and call centers. For additional information
about Comdial and its communications solutions, please visit our
web site at www.comdial.com.


CONTIFINANCIAL: Exits Chapter 11 Bankruptcy
-------------------------------------------
ContiFinancial Corp.'s reorganization plan became effective on
April 11. The company and some of its affiliates filed for
chapter 11 protection on May 17, 2000. The plan establishes a
liquidating trust for the benefit of its creditors, as well as a
disputed claims reserve trust to deal with claims against the
debtor that were disputed. The claims against the Miami-based
company exceed $1 billion. (ABI World, April 23, 2001)


CORAM HEALTHCARE: Goldin Hires Counsel & Equity Committee Balks
---------------------------------------------------------------
Coram Healthcare Corp. and Coram, Inc. seek court approval to
retain Kramer Levin Naftalis & Frankel LLP to advise and assist
independent restructuring advisors Goldin Associates, LLC, the
independent restructuring advisors appointed in the case.

The firm will provide the following services:

      * Prepare necessary applications, motions, memoranda,
orders and other legal papers in connection with the services to
be rendered by the Advisor on behalf of the debtors;

      * Appear in court to represent the interests of the
advisor;

      * Assist in such investigation as the Advisor deems
appropriate to discharge its duties and responsibilities under
the Advisor Order, including witness interviews or examinations
and document reviews;

      * Conduct legal research concerning issues applicable to or
raised by the Advisor's investigation and report;

      * Assist in preparing the Advisor's report;

      * Assist the Advisor in the performance of all aspects of
its duties and powers under the Advisor Order and the
performance of such other duties as are directed by the Court.

The principal attorneys expected to perform services in this
matter and their current hourly rates are: Kenneth H. Eckstein
($555 per hour), Philip Bentley ($425 per hour) and Robert T.
Schmidt ($425. per hour).

The Equity Committee, represented by Richard F. Levy, Esq., at
Altheimer & Gray, suggests that Goldin and any professionals
representing Goldin but hired by the Debtors are a waste of
money.  Because Goldin is not disinterested, any conclusions or
opinions Goldin might render concerning Cerberus' alleged
misdeeds will have no binding effect on anyone.  Goldin's
retention, Kramer Levin's retention . . . it's all a
continuation of the Debtor-Creditors' Committee-Noteholder
triumvirate's delay and evade strategy of 2000, the Coram Equity
Committee tells Judge Walrath in its latest pleadings.


DOLE FOOD: Moody's Reviews Senior Ratings For Possible Downgrade
----------------------------------------------------------------
Due to Dole Food Company, Inc.'s continuing weak earnings and
its poor debt protection measures for its rating category,
Moody's Investors Service placed the following ratings under
review for possible downgrade:

      * Senior unsecured at Baa3

      * Senior unsecured bank credit facility at Baa3

      * Senior unsecured shelf at (P)Baa3

      * Senior subordinate shelf at (P)Ba2

      * Junior subordinate shelf at (P)Ba3

Moody's relates the review was also prompted by the company's
ongoing strategic review of its global operations which could
result in additional restructuring charges and the recent
agreement between the US and EU which will likely have a
negative impact upon Dole's ability to grow profits in its
European banana business.

The rating agency has noted that Dole's existing ratings already
incorporate the expectation of debt reduction following the
company's planned sale of its Honduran Coca-Cola bottler and
beer operation. Accordingly, the review will assess whether or
not Dole's post-divestiture capital structure and pro-forma debt
protection measures remain consistent with its current ratings.

Dole Food Company, Inc., is located in Westlake Village,
California. It produces and markets fresh fruit and vegetables,
as well as a growing line of packaged foods and fresh flowers.


EAGLE-PICHER: Moody's Junks Senior Debt Ratings
-----------------------------------------------
Moody's Investors Service took the following actions on the
ratings of Eagle-Picher Holdings, Inc. and Eagle-Picher
Industries, Inc.:

      * Downgrade to Caa1, from B3, of Eagle-Picher's $220
        million of 9.375% guaranteed senior subordinated notes
        due 2008;

      * Downgrade to B2, from B1, of Eagle-Picher's $282 million
        of aggregate guaranteed senior secured bank credit
        facilities;

      * Downgrade to "ca", from "caa", of Eagle-Picher Holdings'
        $141 million of 11 3/4% cumulative redeemable
        exchangeable preferred stock;

      * Downgrade to Caa2, from Caa1, of the issuer rating of
        Eagle-Picher Holdings; and

      * Downgrade to B2, from B1, of the senior implied
        rating of Eagle-Picher Holdings

The rating outlook was changed to negative as approximately $645
million of debt obligations were affected.

According to Moody's, the ratings downgrade and negative outlook
reflect Eagle-Picher's deteriorating operating cash flow
performance; precarious liquidity position; present need to
effectively manage the business to the goal of meeting bank
financial covenants; and current senior subordinated bond
trading prices below 50.  While Eagle-Picher was in compliance
with its bank covenant requirements through the first quarter
ended February 28, 2001, Moody's said it is concerned that
potential exists for covenant violations for as early as the
second quarter ending May 31, 2001. Any defaults under the bank
credit facility could threaten Eagle-Picher's ability to utilize
the approximately $60-$70 million of availability that currently
exists under the company's $220 million revolving credit
facility, the rating agency noted.

Moreover, the ratings and negative outlook also reflect that the
company suffers from high leverage; marginal interest coverage;
and an inferior EBITA return on total assets. Moody's relates
that the leverage and coverage ratios are likely to steadily
deteriorate further as the PIK preferred stock continues to
accrete until the preferred dividends become cash payable in
2003, and the positive cash flows that had been generated by
assets divested in 2000 will no longer be available to service
debt.

Eagle-Picher is based in Cincinnati, Ohio. It manufactures
products for the automotive, defense, aerospace, construction
and other industrial markets.


ETOYS INC.: Seeks Court's Nod To Sell Inventory To Kay-Bee Toys
---------------------------------------------------------------
EToys Inc. will seek court approval today, Wednesday, to sell
some of its inventory to Kay-Bee Toys Inc., according to Dow
Jones. While all bids under the formal auction process have
already been received, an attorney for the Internet toy retailer
said that the company is still entertaining other offers as they
come in. "We continue to market the assets and talk to
interested parties," company attorney Gregory Werkheiser of
Morris Nichols Arsht & Tunnell said. EToys has "extended out"
the sale process, Werkheiser said, and there is no cutoff date
by which bids must be received. The company has already received
court authorization for several sales of its inventory,
furniture, fixtures and equipment. (ABI World, April 23, 2001)


FINOVA GROUP: China Air Seeks Relief From Automatic Stay
--------------------------------------------------------
China Airlines Ltd. sought relief from the automatic stay,
pursuant to Section 362(d) of the Bankruptcy Code, in order to
enable CAL to foreclose its possessory liens in 5 aircraft
engines formerly owned by Tower Air, Inc., a debtor in a chapter
7 liquidation case, and in which one of The FINOVA Group, Inc.,
Debtors has a subordinate security interest.

CAL told the Court it is owed almost $5 million in principal
amount for maintenance, repair and service work on the aircraft
engines and its claim is undersecured by a primary possessory
lien. CAL believes that FINOVA does not own any of the engines.

Tower Air, Inc. and CAL entered into a Maintenance Service
Agreement dated October 14, 1997 pursuant to which CAL agreed to
perform certain maintenance, repair and service work on certain
aircraft engines formerly owned by Tower. Under the Maintenance
Agreement., interest accrues at the rate of 10% per year. The
Maintenance Agreement also provides that CAL must be fully paid
prior to its delivery of the engine to Tower.

During the spring and summer of 1999, Tower delivered the
Engines to CAL at CKS International Airport in the Republic of
China for maintenance, repair and service under the Maintenance
Agreement. CAL performed work on the Engines and is owed fees
for the work. Currently, CAL remains in possession of the
Engines.

The amounts owed to CAL for the work performed on the Engines
are:

Secured Party/Lessor     Model    Serial No.    Charges Incurred
--------------------     -----    ----------    ----------------
Finova Capital Corp.     JT9D-7F    662443       USD 1,561,426
Finova Capital Corp.     JT9D-7A    685937       USD   938,097
Finova Capital Corp. and JT9D-7J    662417       USD   144,677
  GE Engine Services Ltd.
Finova Capital Corp.     JT9D-7A    662867       USD   764,826
Fleet Business Credit    JT9D-7A    685694       USD 1,501,267

                                           Total: USD 4,910,293

CAL's claim in the approximate principal amount of $5 million
for work performed on the Engines is secured by a senior
possessory lien on the Engines under the laws of the Republic of
China.

On February 29, 2000, Tower filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code. On or about
December 4, 2000, the Tower case was converted to a liquidation
under chapter 7 of the Bankruptcy Code. On March 16, 2001, the
parties submitted to the Court a consensual order, which
provides for the termination of the automatic stay in the Tower
chapter 7 case and compels the Chapter 7 Trustee for Tower to
abandon the Tower estate's interest in the Engines. The Engines
have remained in CAL's possession throughout Tower's bankruptcy
case.

CAL believes that the Engines are not property of the estates
but four of the Engines held by CAL are the subject of
subordinate security interests in favor of The FINOVA Capital
Corp. CAL believes it is undersecured in that the aggregate
value of the Engines does not exceed the debt owed to CAL. Thus,
the Debtors have no equity in the Engines given the magnitude of
CAL's possessory liens.

Moreover, CAL believes that the Debtors' security interests in
the Engines are not necessary to an effective reorganization in
their own cases. CAL notes that the Debtors have been active
participants in the Tower bankruptcy proceedings, and are aware
of CAL's possessory liens on these Engines. Indeed, CAL relates,
the Debtors participated in a hearing held on February 28, 2001
in the Tower case in which CAL's motion for relief from the stay
was considered by the Bankruptcy Court in Delaware and the
Debtors have not indicated any significant interest in
recovering any of the Engines during this extended period of
time.

In view of the circumstance, CAL moves for relief from the
automatic stay in these cases in order to foreclose its
possessory lien on the Engines under applicable law. (Finova
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GERALD STEVENS: Files Chapter 11 Petition in Miami
--------------------------------------------------
Gerald Stevens Inc. (OTCBB:GIFT) filed voluntary petitions for
itself and certain of its operating subsidiaries for
reorganization under Chapter 11 of the U.S. Bankruptcy Code with
the U.S. Bankruptcy Court in Miami. Gerald Stevens is seeking
immediate authority from the Court to give preferential terms to
its Essential Vendors that continue to provide product and
services to Gerald Stevens going forward. Post-petition
obligations to vendors, employees and others will be paid
promptly in the normal course of business without the need to
obtain special Court approval.

Gerald Stevens also announced that Bank of America has agreed to
support the company in its Chapter 11 reorganization by
providing a $7 million line of credit, which, subject to Court
approval, will be available to fund the company's cash
requirements. The company believes that the line of credit, plus
its cash flow from floral sales for Professional Assistants
Week, which is this week, the upcoming Mother's Day holiday, and
the recent Easter holiday, will enable it to continue to conduct
business as usual without interruption, and allow the company to
promptly pay vendors in full as to post-petition obligations.

John G. Hall, president and CEO of Gerald Stevens, said,
Reorganization under Chapter 11 provides Gerald Stevens with a
legal framework to continue to operate and improve our
businesses, while we take the actions necessary to improve our
liquidity and emerge from the proceedings as a stronger company.
The rapid deterioration of the U.S. economy has negatively
impacted our business, and the recent announcement by U.S.A.
Floral Products of its intention to wind down operations has
created substantial uncertainty among our many, common vendors.
We believe these events, in turn, significantly impacted our
liquidity, and as a result, we had no other choice but to
proceed with reorganization. We have taken this step to give our
vendors confidence that, going forward, they will be paid in a
timely manner.

Mr. Hall continued, During the reorganization process, we plan
to continue our strategy of positioning the company for a
turnaround. This strategy includes reorganizing around our
strong, profitable operations and taking actions necessary to
help us reduce our debt. Toward that end, we expect to sell
certain operations and reconfigure existing operations in
certain markets.

Gerald Stevens does not anticipate staff or salary reductions as
a result of the Chapter 11 filing today. The management team at
Gerald Stevens will remain in place after the filing. Since
restructuring the management team in the fall of 2000, Gerald
Stevens has made significant progress. The company has cut more
than $18 million in annual corporate and operating overhead
expenses, implemented new initiatives to improve operations, and
divested non-core assets totaling $15 million, including the
recently completed sale of its catalog business, Calyx &
Corolla.

Subsidiaries relating to Florafax, Gerald Stevens' national wire
service business, will not be included in the voluntary
petitions that the company will file today. As previously
announced, Gerald Stevens entered into an agreement to sell
Florafax to Equity Resource Partners, subject to a financing
condition. Gerald Stevens does not expect this sale to be
affected by the filing today and anticipates it will close on
April 30, 2001. If the sale is not completed by April 30, the
company and Equity Resource Partners have the right to terminate
the transaction under certain conditions.

                     About Gerald Stevens

Gerald Stevens Inc. (www.geraldstevens.com) is the largest
specialty retailer and marketer of floral products in the United
States. The company currently operates the largest network of
floral specialty retail stores in the United States with more
than 300 locations. It also operates an Internet business that
takes orders 24 hours a day, seven days a week, and National
Flora, a leading national floral marketing company with premium-
placed advertisements in Yellow Page directories. Gerald Stevens
also owns its own import and sourcing operation in Miami.


GERALD STEVENS: Chapter 11 Case Summary
---------------------------------------
Lead Debtor: Gerald Stevens, Inc.
              aka Florafax International, Inc.
              aka Gerald Stevens Reincorporation, Inc.
              POB 350526
              Ft. Lauderdale, FL 33335

Debtor affiliates filing separate chapter 11 petitions:

              Gerald Stevens Delaware, Inc.
              Gerald Stevens Georgia, L.P.
              Gerald Stevens Massachusetts, Inc.
              Gerald Stevens Oklahoma, Inc.
              Gerald Stevens Operations Co
              Gerald Stevens Pennsylvania, Inc.
              Gerald Stevens Pittsburgh, Inc.
              Gerald Stevens Properties, Inc
              Gerald Stevens Reincorporation, Inc
              Gerald Stevens Retail, Inc.
              Gerald Stevens Tennessee, Inc.
              Gerald Stevens Texas, L.P.
              Gerald Stevens Wisconsin Ltd Partnership
              GS California, Inc

Type of Business: Specialty retailer and marketer of floral
                   products

Chapter 11 Petition Date: April 23, 2001

Court: Southern District of Florida (Dade)

Bankruptcy Case Nos.: 01-13989 through 01-14002 and 01-14004

Judge: Robert A. Mark

Debtors' Counsel: Mark D. Bloom, Esq.
                   1221 Brickell Ave
                   Miami, FL 33131
                   305-579-0500


GORGES HOLDING: Exclusive Period Extended To June 15
----------------------------------------------------
The U.S. Bankruptcy Court, District of Delaware, entered an
order on March 26, 2001 extending the exclusive period within
which the debtors may file a Chapter 11 plan(s) and the
exclusive period within which debtors may solicit acceptances of
any such plan(s). The Filing period is extended through and
including June 15, 2001 and the Solicitation period is extended
through and including August 15, 2001.


ICG COMMUNICATIONS: Exclusive Period Extended To August 11
----------------------------------------------------------
Judge Walsh extended ICG Communications, Inc.'s exclusive right
to propose a plan for an additional five months, through and
including August 11, 2001. The solicitation period for such a
plan is extended through and including October 10, 2001.

However, Judge Walsh provided that, in the event that the
Creditors' Committee files a motion to terminate or shorten the
exclusive periods during the five-month period, the Debtors
retain the burden of proof to establish cause to continue the
five-month extension of the exclusivity period. Entry of this
Order, Judge Walsh holds, is without prejudice to the Debtors'
right to seek further extensions of the exclusivity periods.
(ICG Communications Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KELLSTROM: Convertible Subordinated Note Rating Down To Caa2
------------------------------------------------------------
Moody's Investors Service lowered the rating on Kellstrom
Industries, Inc.'s $54 million of 5.75% convertible subordinated
notes due October 15, 2002 and $86.25 million of 5.5%
convertible subordinated notes due June 15, 2003 to Caa2 from
B3. Concurrently, it lowered the company's Issuer rating to Caa1
from B2 and the Senior Implied rating to B3 from B1. The rating
outlook is negative while approximately $140 million of debt
securities are affected.

The ratings downgrade was prompted by Kellstrom's net losses in
the fourth quarter and full year of 2000, expected continued
losses in the near term due to weak industry fundamentals, and
uncertainty regarding the success in refinancing the two
convertible notes aggregating about $140 million, according to
Moody's. Accordingly, the ratings also reflect the company's
increasing leverage as a result of acquisitions, risks of
integrating the aircraft and engine parts resale business of
Aviation Sales acquired on December 1, 2000 (Kellstrom's largest
acquisition to date), and the weak outlook of the commercial
aviation industry, Moody's says.

Based in Sunrise, Florida, Kellstrom Industries, Inc. is in the
business of purchasing, overhauling (through subcontractors),
reselling and leasing of aircraft parts, aircraft engines and
engine parts.


MARCHFIRST: Selling Certain West Coast Operations to SBI, Inc.
--------------------------------------------------------------
marchFIRST, Inc., which filed for relief under Chapter 11 of the
Federal Bankruptcy Code on April 12, 2001, entered into an
agreement to sell its Portland, San Francisco and Denver offices
to SBI, Inc., subject to Bankruptcy Court approval. The
consideration to be received by marchFIRST includes cash at
closing, the assumption of certain liabilities and future cash
payments based on collection of accounts receivable and revenue
and gross margins generated over the next year.

As previously disclosed, marchFIRST continues to be in active
discussions for the sale of other domestic and foreign business
units. As described in marchFIRST's April 12, 2001 news release,
any cash proceeds received by marchFIRST from the foregoing
transactions or otherwise are to be distributed to creditors
and, if creditors have been fully paid, to holders of
marchFIRST's preferred stock and then holders of its common
stock. However, as previously indicated, at this time it is
unlikely that any proceeds will remain for distribution to
holders of marchFIRST's common stock. marchFIRST continues to
work closely with creditors to recover on all available assets
and maximize their value.


MARINER: Court Extends Health's Removal Period To October 1
-----------------------------------------------------------
The Health Debtors sought and obtained the Court's approval for
a further extension of the time within which to file notices of
removal pursuant to Banrkruptcy Rule 9027 from March 30, 2001 to
and including the later of (1) October 1, 2001 or (2) such later
date as Bankruptcy Rule 9027 may provide. (Mariner Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MERISEL INC.: Posts $95.7 Million Net Loss For Year 2000
--------------------------------------------------------
Including discontinued operations, Merisel, Inc. reported a net
loss of $95,787,000, or $12.01 loss per share, for 2000,
compared to a net loss of $61,168,000, or $7.62 loss per share,
for 1999 and net income of $18,510,000, or $2.30 per diluted
share, for 1998. These results include net income from
discontinued operations of $20,757,000, $25,234,000 and
$16,959,000 for 2000, 1999 and 1998, respectively. The
discussion and analysis below is limited to the Company's
continuing operations and includes the U.S. distribution
business.

                Comparison of Fiscal Years
        Ended December 31, 2000 and December 31, 1999

The Company's net sales decreased 50.5% from $4,231,396,000 in
1999 to $2,093,529,000 for the year ended December 31, 2000. Net
sales for 2000 include $660,216,000 generated by the Canadian
distribution business. This decrease resulted from sales
declines of 56.7% and 28.7% for the U.S. and Canadian
distribution businesses, respectively. Merisel; indicates that
the decrease in net sales for these businesses was due to a
number of factors. The decrease experienced in the first part of
2000 primarily resulted from restructuring activities during the
first half of the first quarter and from decreased customer
orders in reaction to Merisel's price changes implemented in the
latter half of the first quarter. The decline in sales
contributed to excess inventory positions resulting in a delay
in some vendor payments while inventory levels were reduced to
be in line with the lower sales levels.

These circumstances, combined with vendor concern caused by the
bankruptcy filings of three major distributors during the first
half of 2000, contributed to a significant loss of vendor credit
support. This loss of credit support affected the Company's
ability to obtain sufficient inventory in the U.S. distribution
business, which significantly reduced product availability and
caused further declines in sales for the U.S. distribution
business, leading to the ultimate decision to wind down the U.S.
distribution business. Management believes that the sales
decline experienced by the Canadian distribution business
resulted primarily from management's need to focus on problems
in the U.S. distribution business and diminished vendor credit
support, due primarily to heightened vendor concerns regarding
the U.S. business, and related product availability challenges.
The Company had an operating loss from continuing operations of
$173,803,000 for the year ended December 31, 2000 compared to an
operating loss of $45,688,000 for the year ended December 31,
1999. Excluding the restructuring-related charges and the asset
impairment charges, the Company would have had an operating loss
of $103,334,000 in 2000.


NEXTPATH: May File For Bankruptcy If Unable To Resolve Cash Burn
----------------------------------------------------------------
NextPath Technologies, Inc. (OTCBB:NPTK) announced each of its
three executive officers resigned effective Friday, April 20,
2001. In addition, the company announced that it has not yet
filed its annual report on Form 10-K for the fiscal year ended
December 31, 2000, due to its continuing work on the restatement
of its 1999 financial statements and its lack of necessary
resources to complete the filing.

The company announced the resignation of Chairman and Chief
Executive Officer -- Kenneth Uptain, Chief Financial Officer --
Kary Lewis, and Vice President Finance -- Robert Smolinski, each
of whom left the company to pursue other interests. The company
expects that Mr. Smolinski will continue to provide limited
services on a consulting basis during the transition to new
management. Richard Lewis has been appointed interim President
and Secretary effective immediately.

The company has determined that its 1999 financial statements
must be restated, primarily to correct the timing of recognizing
stock-based consulting and other expenses. This restatement will
affect the previously reported audited financial statements for
the year ended December 31,1999 and the previously reported
unaudited quarterly financial statements for the quarters ended
March 31, June 30 and September 30, 2000.

The company continues to experience a serious shortage of cash.
The company has been unsuccessful in its attempts to raise
additional funds for operations. All operating subsidiaries are
now experiencing cash flow difficulties which prevents them from
effectively conducting their business operations. Vendors to
some of our subsidiaries have refused to extend further trade
credit. One subsidiary has suspended its operations until
substantial additional funding is available. The company
believes substantial funding will be required in the next 30
days to continue ongoing business operations.

In addition to the ongoing discussions with various lenders to
borrow funds (secured by corporate assets), the company has been
engaged in conversations designed to result in the sale of one
or more of its subsidiaries. The capital from such a borrowing
or sale would be utilized for the purposes of funding remaining
operations. As of this date, the company has not received any
lender commitments or commitments for any such sales, however
negotiations are ongoing. As the subsidiaries' liquidity
conditions worsen, their market value may decrease and the
company's ability to sell them may diminish.

If the company cannot obtain the necessary funds through asset
sales, loans or equity investments, it will be forced to cease
or suspend some or all of its operations and consider filing for
protection under the federal bankruptcy laws for the company
and/or one or more of its operating subsidiaries.

The company intends to file its annual report on Form 10-K as
soon as practicable.


NMT MEDICAL: Annual Stockholders' Meeting Will Be On June 7
-----------------------------------------------------------
NMT Medical, Inc., (Nasdaq/NMS:NMTI) announced that its 2001
Annual Meeting of Stockholders will be held on Thursday, June 7,
2001, commencing at 1:30 p.m., local time, at the Company's
offices at 27 Wormwood Street, Boston, Massachusetts 02210-1625.
Stockholders of record at the close of business on April 23,
2001 are entitled to notice of and to vote at the meeting (or
any adjournment of the meeting).

Because the 2001 Annual Meeting date has been changed by more
than 30 calendar days from the date of the Company's 2000 Annual
Meeting of Stockholders, which was held on August 18, 2000, the
Company has informed its stockholders of the 2001 Annual Meeting
date in addition to the following new deadlines for submitting
stockholder proposals for the meeting:

      * stockholder proposals intended to be presented at the
meeting and considered for inclusion in the proxy statement must
be received by the Company at its principal offices, 27 Wormwood
Street, Boston, Massachusetts 02210-1625 by April 23, 2001; and

      * a stockholder of the Company who wishes to present a
proposal before the meeting but does not wish the proposal to be
considered for inclusion in the Company's proxy statement and
proxy card, must give written notice to the Secretary of the
Company at the address noted above by April 27, 2001. If a
stockholder fails to provide timely notice of such a proposal,
the proxies designated by the Board of Directors of the Company
will have discretionary authority to vote on the proposal.

The Company expects to mail its Annual Report to Stockholders
for the year ended December 31, 2000, along with the Notice and
Proxy Statement of the 2001 Annual Meeting on or about April 30,
2001.

NMT Medical designs, develops and markets innovative medical
devices that utilize advanced technologies and are delivered by
minimally invasive procedures. The Company's products are
designed to offer alternative approaches to existing complex
treatments, thereby reducing patient trauma, shortening
procedure, hospitalization and recovery times, and lowering
overall treatment costs. The Company's medical devices include
self-expanding stents, vena cava filters and septal repair
devices. The NMT Neurosciences division serves the needs of
neurosurgeons with a range of implantable and disposable
products, including cerebral spinal fluid shunts, external
drainage products, and the Spetzler(TM) Titanium Aneurysm Clip.


OPTICARE HEALTH: American Stock Exchange Halts Trading of Stock
---------------------------------------------------------------
OptiCare Health Systems, Inc. (Amex: OPT) announced that the
American Stock Exchange has halted trading on its stock pending
the filing of the Company's Form 10K for year ended December 31,
2000. This filing delay relates to the additional time required
to properly account for the discontinued operations treatment of
the previously announced pending sale of its Connecticut
Operations. The Company's Form 10-K will be filed as soon as
reasonably practicable.

OptiCare Health Systems, Inc. is an integrated eye care services
company focused on managed care and professional eye care
services. It provides systems, including Internet-based software
solutions to eye care professionals.


OWENS CORNING: Bankruptcy Court Approves Employee Programs
----------------------------------------------------------
Judge Fitzgerald enters her Order finding that a sound business
justification exists for continuing, modifying and implementing
the employee compensation programs set out in Owens Corning's
Motion and described in an exhibit filed under seal, and the
relief requested in the Motion is granted. Further, she ordered
that any payment to which an employee is entitled under the
employee compensation programs shall be deemed an allowed
administrative expense of the Debtors' estates. (Owens Corning
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PARACELSUS HEALTHCARE: Plan Confirmation Hearing Is On May 22
-------------------------------------------------------------
Paracelsus Healthcare Corporation (OTC Bulletin Board: PLHCQ)
announced that the Bankruptcy Court in Houston, Texas has set
May 22, 2001 as the date for a hearing to consider confirmation
of the Company's First Amended Chapter 11 Plan of
Reorganization.

Earlier dates for a confirmation hearing had been postponed to
permit time to address two proofs of claim filed by a private
person (the relator) on behalf of the United States and the
State of California. The original proofs of claim sought a total
of approximately $94 million. In March 2001, the United States
and California filed amended proofs of claim seeking a total of
approximately $46 million.

To avoid the costs of further litigation and to proceed with
confirmation of the Plan, Paracelsus recently signed a
settlement agreement with the United States, California, and the
relator to resolve their proofs of claim. In general, the
principal settlement terms are the following: The United States,
California, and the relator agreed to grant Paracelsus certain
releases and to dismiss the litigation against Paracelsus
pending in another federal court. Paracelsus agreed that the
United States, California, and the relator would have allowed
general unsecured claims in the bankruptcy case in the aggregate
amount of $5.5 million and that the allowed claims would be
treated as Class 4 Claims, entitled to share with other Class 4
claimants in a distribution of new notes and common stock of the
reorganized Paracelsus to be issued under the Plan. Paracelsus
also agreed to enter into a Corporate Integrity Agreement with
the Office of Inspector General of the U.S. Department of Health
and Human Services. The Company denied any liability or
wrongdoing.

The settlement agreement is subject to approval by the
Bankruptcy Court. The Court set May 22, 2001 as the date for a
hearing to consider approval of the settlement along with the
Company's Plan.

The Company also filed a motion today in its Bankruptcy case to
modify its proposed Plan of Reorganization, reflecting changes
made necessary by the settlement and by revisions in the
Company's projected future operating results primarily as a
result of heightened competition from the opening of a new
hospital in the market served by its hospital in Fargo, North
Dakota, as previously reported. The modification would provide
that on confirmation of the Plan, the shares of the Company's
common stock held by existing equity holders will be canceled
and rendered null and void, and that such current equity holders
will not receive stock or warrants, as had previously been
provided in the Plan. Pursuant to the Plan, as amended, the
Company's current equity holders will neither receive nor retain
any property under the Plan on account of such equity interests.

Paracelsus Healthcare Corporation, a public company currently
listed on the OTC Bulletin Board, was founded in 1981 and is
headquartered in Houston, Texas. Including a hospital
partnership, Paracelsus presently owns the stock of hospital
corporations that own or operate 10 hospitals in seven states
with a total of 1,287 beds.


PHYSICIANS RESOURCE: Delays Filing Annual Report with SEC
---------------------------------------------------------
Physicians Resource Group, Inc., did not file its Annual Report
for the year ended December 31, 2000 with the Securities and
Exchange Commission on a timely basis. The Company's inability
to file its Quarterly Report for the quarter ended September 30,
1998 and Annual Report for the year ended December 31, 1998 on a
timely basis resulted primarily from a lack of adequate
financial information from certain affiliated practices which
have been involved in disputes with the Company, as well as
management and staff turnover. This situation has also caused
delays in the Company's ability to file its Quarterly Report for
each of the four quarters of 1999, as well as each quarter of
the year 2000. The Annual Report for both years 1999 and 2000
have thus been delayed as well. Nevertheless, the Company has to
date completed its reporting requirements to the United States
Bankruptcy Court for the Northern District of Texas.

Material pre-tax adjustments will be recorded by the Company for
the years ended December 31, 1998, 1999 and 2000 for, among
other things, the impairment of assets related to disputes with
affiliated practices. The Company has not yet determined the
final amount of any such adjustments due to the reasons cited
above, and filing has also been delayed because of the changes
in business circumstances resulting from the Company's
bankruptcy filing. The Company indicates it continues to work to
complete those financial statements.


PSINET INC.: NASDAQ To Delist Securities On Friday, April 27
------------------------------------------------------------
PSINet Inc. (NASDAQ:PSIX) has been informed that the staff of
NASDAQ has determined that its securities should be delisted
from the NASDAQ Stock Market at the opening of business on April
27, 2001.

NASDAQ halted trading in PSINet's common stock, at last price of
3/16, and in PSINet's Series C preferred stock, at last price of
1-3/16, on April 3, 2001. That trading halt will remain in
effect until the company's securities are delisted on April 27.

The Company does not believe it has any reasonable basis for
challenging the NASDAQ staff's delisting determination, and is
therefore not planning to appeal it.

PSINet previously announced that it is likely that its common
stock and preferred stock will have no value.

The Company and its advisors continue to analyze and pursue
certain financial and strategic alternatives, including the
possible sale of all or a portion of the company, while also
exploring alternatives to restructure the Company's obligations
to its bondholders and other creditors. These efforts are likely
to involve reorganization under the federal bankruptcy code.
There can be no assurance that one or more of these alternatives
can be successfully implemented, and no assurance that the
Company will not run out of cash.

Headquartered in Ashburn, VA, PSINet is a leading provider of
Internet and IT solutions offering flex hosting solutions,
global eCommerce infrastructure, end-to-end IT solutions and a
full suite of retail and wholesale Internet services through
wholly-owned PSINet subsidiaries.

Services are provided on PSINet-owned and operated fiber, web
hosting and switching facilities, currently providing direct
access in more than 900 metropolitan areas in 27 countries on
five continents.


SAN MARCOS: School District On Verge of Bankruptcy
--------------------------------------------------
School district and state officials said a financial analysis
shows that the San Marcos, Texas, school system is on the verge
of bankruptcy, according to a newswire report. The announcement
was made public just prior to a vote in May on a $93.5 million
school bond issue and as superintendent Hector Montenegro
prepares to take a job as assistant superintendent of Dallas
public schools. The bonds are slated for building and
maintenance of school facilities.

Among the most damaging reports was one given to Montenegro on
Feb. 23 by independent school consultant Bob Van de Riet who
described the current state of the district's finances as
having, "deteriorated to a very serious level." Financial
experts say even if the bonds are approved, they would have to
be issued in, "small, staggered, increments." (ABI World, April
23, 2001)


SILVERZIPPER.COM: Primary Lender Seizes Assets After Default
------------------------------------------------------------
Silverzipper.com, Inc. (OTCBB:SZIP) disclosed that its primary
credit facility, Merchant Factors Inc., had declared a default
on a company subsidiary and seized related collateral.

The Company noted that its Robern Skiwear subsidiary was in
material default under its factoring and security agreements
with Merchant Factors, Inc. The Company was unable to satisfy
Merchant Factors, Inc.'s demand for its outstanding loan balance
that was in excess of $2,300,000. Therefore, as the Company's
primary secured creditor, Merchant Factors, Inc. has exercised
all remedy's available. This includes transfer of ownership of
the Driftr and Ski Gearr trademarks, inventory, receivables, as
well as the seizure of personal cash accounts of certain company
officers and directors for which Merchant had a security
interest. Since these assets represented the Company's remaining
business, the Company will cease operations immediately.

The Company has engaged a bankruptcy attorney and is currently
in contemplation of filing for bankruptcy protection. Further
details to the transaction will be disclosed pursuant to an 8-K
filing with the SEC. Due to the unfortunate situation presented
to the Company as well as the current market and economic
conditions for raising money, it is regretful to all those
involved that this decision had to be made, commented Adam
Runsdorf, President of Silverzipper.com.


SOUTHERN CALIFORNIA: Bankruptcy Seen Unless Lawmakers Back Deal
---------------------------------------------------------------
A leading executive at Southern California Edison (SoCal Edison)
warned on Friday that state lawmakers must back a pact between
California Gov. Gray Davis and the financially troubled utility
or face a bankruptcy filing, according to Reuters. "I think it
is the agreement or bankruptcy," said Edison International
Senior Vice President Bob Foster. Edison International is the
parent of the state's second largest utility, SoCal Edison. The
state's largest utility, Pacific Gas & Electric (PG&E), filed
for chapter 11 protection on April 6. Davis and SoCal Edison on
April 9 announced a deal, known as the Memorandum of
Understanding (MOU), which is intended to save the utility from
bankruptcy, but the pact requires the approval of state
lawmakers. Under the deal the state would buy SoCal Edison's
transmission assets for $2.76 billion. The agreement would also
allow an increase in rates to let the utility eventually recover
billions of dollars it has spent buying power that it has been
unable to collect.

Several highly-placed legislative sources said the governor was
having trouble gaining support for his plan. In fact, the
governor hasn't found anyone to sponsor a bill. One Assembly
official has called the SoCal Edison rescue plan "the most
unpopular piece of legislation in years." Some lawmakers have
said major "improvements" need to be made to make the agreement.
Such changes may make it acceptable to the majority of members
but not to SoCal Edison, which may then opt for a bankruptcy
filing. (ABI World, April 23, 2001)


TITANIUM METALS: Shareholders To Meet In Denver On May 22
---------------------------------------------------------
The 2001 Annual Meeting of Stockholders of Titanium Metals
Corporation, a Delaware corporation, will be held on Tuesday,
May 22, 2001, at 10:00 a.m. (local time), at the Company's
executive offices located at 1999 Broadway, Suite 4300, Denver,
Colorado, for the following purposes:

      (1) To elect five directors to serve until the 2002 Annual
Meeting of Stockholders and until their successors are duly
elected and qualified; and

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

The Board of Directors of the Company set the close of business
on March 23, 2001, as the record date for the Meeting. Only
holders of TIMET's common stock, $.01 par value per share, at
the close of business on the Record Date, are entitled to notice
of, and to vote at, the Meeting.


TRANSIT GROUP: Completes Debt Restructuring
-------------------------------------------
Transit Group, Inc. (OTC:TRGP) announced the completion of a
series of steps designed to restructure its outstanding debt and
recapitalize the Company to integrate its operations and
complete the execution of its business plan. Specifically, these
steps involved the successful execution of a new, two year, $50
million revolving credit facility with Congress Financial
Corporation (Southern), the restructuring of approximately $100
million in existing bank indebtedness, the renegotiation of
approximately $115 million in equipment debt and leases, and the
modification of $25 million in redeemable preferred stock.

Transit Group also announced that it has raised $7 million in
proceeds from the issuance of new Series B Preferred Stock.

The Company will use a portion of the proceeds from the new
revolving credit facility and the issuance of Series B Preferred
Stock to repay $26.5 million in existing bank indebtedness. The
remaining bank indebtedness will be amortized over a 54-month
period. With respect to its equipment debt and leases, the
modified terms include the return of certain equipment,
reductions in monthly payments, and extensions of maturities.

Additionally, the Company successfully modified the terms of its
$25 million Series A Preferred Stock to include certain
limitations on dividend payments and extensions of redemption
features. The new Series B Preferred Stock contains a cumulative
dividend accruing at 10.5% per annum; however, certain
conditions must be satisfied prior to payment of this dividend.
The new Series B Preferred Stock is convertible into common
stock on a 100-for-1 basis and is redeemable in part by the
holder beginning in October 2005.

Commenting on the announcement, Philip A. Belyew, President and
Chief Executive Officer, stated, We are extremely pleased to
conclude this lengthy and complex financial restructuring. We
thank our customers, drivers, agents, owner/operators, and our
employees for their continued support of our Company over the
past several months as we have worked to recapitalize the
Company in a way that will allow us to continue our ongoing
operations and follow our business plan toward what we hope and
believe will be a stronger organization in the long term. We
also thank our new investors, existing lenders and lessors and
our new revolving credit lender for their patience and support
during this process.

James G. Overley, Senior Vice President and Chief Financial
Officer, added, Each of the various components of this
restructuring operate in concert to lower our debt service
requirements in the short term, extend the maturities on
existing indebtedness, and reduce the Company's leverage.
Together, we believe that these steps will help us improve our
liquidity and cash flow as we work to integrate our various
operations and eventually restore Transit Group to operating
profitability.

Belyew concluded by pointing out that management continues to
focus on operational as well as financial strategies to improve
Transit Group's performance. Since joining Transit Group in
October 2000, Jamie Overley has worked diligently with our
lenders and equity investors to lay the groundwork through this
restructuring for a sounder financial footing going forward. In
completing this work, we have established better control over
all financial areas of the Company, including the financial
reporting that guides the execution of our business plan. With
this restructuring behind us, our management team can now focus
increased attention to expanding Transit Group's revenue base,
including both internal growth and the greater contributions
from agents and other non-asset based operations. At the same
time, we are maintaining a strong emphasis on cost control and
operational efficiencies. Through these ongoing efforts, which
are both financially and operationally oriented, we expect to
improve Transit Group's performance in all areas.

Transit Group, headquartered in Atlanta, is the tenth largest
truckload company in the United States with operations covering
48 states.


USA BIOMASS: Asks Court To Extend Exclusive Periods
---------------------------------------------------
USA Biomass Corporation and its debtor affiliates seek to extend
for 180 days, the period in which to exclusively file a chapter
11 plan and the exclusive period within which the debtors may
solicit acceptances of plans of reorganization in the respective
cases of the debtors and their affiliates.

The Related Debtors' cases are large and complex, and require
significant amounts of time and energy in the preservation of
the value of the estates by restructuring the business
operations. In addition, the Related Debtors have lost several
key employees causing significant time spent for the remaining
employees. There are many disputed claims in the cases that also
require significant amounts of time, all of which causes support
the debtors' motion to extend the exclusive periods.


VENCOR INC.: American Moves To Amend 3 Proofs of Claim
------------------------------------------------------
American Exchange Life Insurance Company, American Pioneer Life
Insurance Company and American Progressive Life and Health
Insurance Company of New York, seeks permission to amend 3
proofs of claim. The amendment essentially is for the
designation of the amounts of $35,000, $626,000 and $6,000 to
proofs of claim no. 6004, 6005 and 6006 respectively, each of
which was filed on the basis of fraud related to Vencor, Inc.'s
submission of false or inflated claims to Medicare.

As life and health insurance companies, the movants together
issue Medicare Supplement insurance policies. The insurers told
the Court that they relied on information submitted by the
Debtors, directly or through a Medicare financial intermediary,
and paid for claims to one or more of the Debtors. The payments,
in many instances, were based directly on amounts paid by
Medicare, and as a result of the Debtors' submission of false or
inflated claims to Medicare, the movants said, they suffered
damages for their payment of such claims under the Medicare
Supplement insurance policies. The movants note that their
claims relate in part to United States ex rel. Meharg. Et al. v.
Venvor, Inc., et al., Civil Action No. 3:98SC-737-H, (W.D. Ky.)
whereby the United States brought suit against the Debtors
alleging, among other things, that the Debtors knowingly
submitted, and conspired to submit, false claims to the Medicare
program and billed for services not provided.

The amounts involved, however, were not known at the time the
proofs of claim were filed. According to the movants' statement
supplied with the proofs of claim, "Upon information and belief,
one or more of the Debtors have paid, or agreed to pay,
substantial refunds or penalties for submitting false or
inflated claims to Medicare. To the extent that such false or
inflated claims were submitted by such Debtors on Medicare
beneficiaries who were insured under a policy issued by
[Movants], and [Movants] paid benefits under its policy based on
such false or inflated claims, such Debtor is indebted to
[Movants] for the damages caused thereby. [Movants] do not
presently know the amount of such damages."

Since filing their claims, the Movants have determined the
amount of damages sustained as a result of Debtors' submission
of false or inflated claims to Medicare. Accordingly, the
Movants seek the Court's authority to amend the 3 proofs of
claim related to this in order to allow them to identify the
dollar amounts of the claims for the purposes of allowance
and distribution. (Vencor Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VENCOR: Ventas Receives 9.99% Equity Stake in Kindred Healthcare
----------------------------------------------------------------
As reported, Ventas, Inc.'s (NYSE:VTR) primary tenant, Vencor
Inc., emerged Friday from Chapter 11 Bankruptcy on the terms of
the Plan of Reorganization approved by order of the U.S.
Bankruptcy Court dated March 16, 2001. Accordingly, Vencor
changed its name to Kindred Healthcare, Inc.

Kindred's emergence from bankruptcy is a great accomplishment
for both Ventas and Kindred. Now Ventas will shift its focus
from capital preservation to capital creation, with a goal of
maximizing stockholder value, Ventas President and CEO Debra A.
Cafaro said. The successful reorganization of our primary tenant
sends yet another signal that the long-term healthcare sector
recovery is underway. We expect that recovery to accelerate as
increased Medicare payments to the nursing home industry take
effect this quarter.

From May 1, 2001 through April 30, 2002, Kindred will pay annual
rent to Ventas of $180.7 million, as delineated in the Amended
Master Leases between the companies executed pursuant to
Kindred's Plan of Reorganization. Rent will increase 3.5 percent
per year beginning on May 1, 2002.

On the Effective Date, Ventas received 9.99 percent of the
issued and outstanding common stock in Kindred, representing
rent for subsequent periods under the four Amended Master
Leases.

                VENTAS DECLARES QUARTERLY DIVIDEND

Ventas said, consistent with its stated intention to begin
paying quarterly dividends, its Board of Directors declared a
quarterly dividend of $0.22 per share. This amount represents
one-quarter of 90 percent of Ventas' estimated annual net
taxable income for 2001. The dividend will be payable in cash on
May 14, 2001 to stockholders of record as of May 2, 2001.

We appreciate the support our stockholders have given us during
Kindred's reorganization process, and we are delighted to
reinstate a quarterly dividend for their benefit, Cafaro added.

                2001 FFO AND DIVIDEND GUIDANCE

-- FFO

For 2001, Ventas expects its Funds From Operation (FFO) to be
between $1.08 per share and $1.12 per share. Adjusting for the
impact of the settlement with the United States Department of
Justice, and income taxes on its undistributed income, 2001 FFO
is expected to be between $1.19 and $1.23 per share.

-- DIVIDENDS

Until Ventas has paid an additional $78 million of principal to
its senior lenders under its Amended Credit Agreement, it
expects to pay 90 percent of taxable net income to its
stockholders as a dividend. The dividend is expected to be paid
in cash and/or securities, which may include the common stock of
Kindred that was received by Ventas as part of Kindred's
reorganization.

Based on the Company's current estimate of its 2001 net taxable
income, it currently anticipates that its 2001 dividend will be
approximately $0.88 per share.

If and when Ventas pays an additional $78 million of principal
to its lenders, through cash flow or refinancing, the Company's
Amended Credit Agreement would permit Ventas to distribute as a
dividend up to 80 percent of its FFO, calculated after
increasing FFO by the financial impact of the Department of
Justice (DOJ) settlement. At that time, the Company would likely
reevaluate its future dividend payout.

-- ASSUMPTIONS

In estimating its 2001 taxable net income, Ventas has assumed a
value of $20 million for its equity stake in Kindred. The value
of Kindred's equity will be included in the Company's 2001
taxable income, although the amount is currently uncertain. The
value will ultimately be determined based on applicable laws,
regulations, advice from experts, appraisals, the trading
performance of the equity and other appropriate facts and
circumstances. Upon a final determination of such value by
Ventas, it will adjust its 2001 dividend payout so that the
total dividends paid for 2001 will equal at least 90 percent of
Ventas' estimate of its 2001 taxable income. In estimating its
2001 income for financial reporting purposes, the value of
Ventas' equity stake in Kindred will be amortized as future rent
over the weighted average remaining term of the four Amended
Master Leases with Kindred.

The valuation of Kindred's equity has been made solely for
purposes of calculating Ventas' quarterly dividend, and does not
necessarily reflect the actual value of such equity interest,
which may be higher or lower, or the price at which Ventas could
sell the equity interest. Based on the pricing of Kindred's
senior debt and subordinated debt immediately prior to the
Effective Date, the value of Ventas' equity stake in Kindred may
be higher than the $20 million assumed value.

The Company's FFO and dividend guidance are based on a number of
additional assumptions, including, but not limited to, the
following: Kindred performs its obligations under the four
Amended Master Leases covering 210 nursing homes and 44
hospitals and various other agreements between the companies; no
capital transactions occur; Ventas' tax positions do not change;
the Company's equity stake in Kindred is ultimately determined
to be valued at $20 million; Ventas does not incur any impact
from new accounting rule FASB 133 relating to derivatives;
interest rates remain constant; Ventas pays 90 percent of its
taxable net income as a dividend for 2001 and pays federal
income tax on the remaining 10 percent of its taxable net
income; and the Company's issued and outstanding shares are
unchanged.

           VENTAS MAKES U.S. SETTLEMENT PAYMENT

On the Effective Date, Ventas paid $34 million to the DOJ as
part of its previously-announced settlement of all Medicare
billing disputes, investigations and claims. It will pay an
additional $69.6 million to the DOJ in equal quarterly
installments over a period of five years, at six percent
interest. For financial reporting purposes, the Company will
record interest expense in 2001 related to the government
settlement of approximately $4.5 million, while the 2001 cash
interest impact will be approximately $2.8 million.


W.R. GRACE: Retains Wachtell Lipton As Special Counsel
------------------------------------------------------
For at least the past decade, Wachtell, Lipton, Rosen & Katz has
served as W. R. Grace & Co.'s legal advisors with respect to
matters of corporate law and strategy, advising senior
management and the Board of Directors about mergers and
acquisitions and other major corporate transactions, takeover
matters, anti-takeover measures, white collar investigations,
defense of shareholder lawsuits and other major litigation,
corporate structure, corporate finance and capital structure,
and debt refinancing and restructuring. Pursuant to 11 U.S.C.
Sec. 327(e), the Debtors asked the Court for permission to
continue that relationship throughout their chapter 11 cases.

"The strategic interruption and the duplicative cost involved in
obtaining substitute counsel to replace WLRK's unique role at
this juncture would be extremely harmful to the Debtors and
their estates," David B. Siegel, Grace's Senior Vice President
and General Counsel, told Judge Newsome. "Were the Debtors
required to retain counsel other than WLRK in connection with
the specific and limited matter upon which the firm's advice is
sought," Mr.Siegel continued, "the Debtors, their estates and
all parties in interest would be unduly prejudiced by the time
and expense necessary to replicate WLRK's ready familiarity with
the intricacies of the Debtors' business operations, corporate
and capital structure, and strategic prospects."

Harold S. Novikoff, Esq., billing $675 per hour for his
professional services, and Andrew R. Brownstein, Esq., billing
$650 per hour, are the primary WLRK members who will handle W.R.
Grace matters. Other Wachtell professionals will bill at their
customary hourly rates:

           Partners            $400 to $750
           Associates          $130 to $395
           Paralegals           $90 to $125

Mr. Novikoff disclosed that, in 1996, WLRK represented the
Debtors in connection with the combination of National Medical
Care Corporation, with the worldwide dialysis business of
Fresenius A.G. Subsequently, in 1998, WLRK represented the
Debtors in connection with the combination of the Cryovac
packaging business with Sealed Air Corporation. The Sealed Air
transaction has been challenged in several lawsuits, and the
Fresenius transaction has been challenged in one lawsuit,
brought by certain asbestos litigation plaintiffs claiming that
the transactions constituted fraudulent transfers. WLRK is
representing the Debtors in one such suit, captioned Abner
v. U.C.W. R. Grace & Co., et al., Case No. 315465 (Cal. Sup.
Ct., San Francisco Co.), which challenges both the Sealed Air
and Fresenius transactions. Because the Abner suit will be
automatically stayed as to the Debtors because of these chapter
11 cases, WLRK does not expect to continue actively representing
the Debtors in that action.

Wachtell advised that it has received regular compensation from
the Debtors through February 2001. On March 20 and 21, 2001,
Wachtell received $109,985 from Grace. On April 1, 2000,
Wachtell believes it received $272,546, paying in full all
prepetition services rendered to the Debtors.

Wachtell makes no secret that it represents -- in matters wholly
unrelated to the Debtors -- virtually every financial
institution with a North American presence and virtually every
Fortune 500 company. Wachtell also represents tobacco companies,
specifically, Philip Morris Companies, Inc., and certain of its
subsidiaries, and Loews Corporation and certain of is
subsidiaries, including Lorillard. Philip Morris and Loews are
major WLRK clients, Mr. Novikoff admitted. In the event W.R.
Grace asserts claims against WLRK's tobacco clients, Mr.
Novikoff made it clear that his Firm will not provide W.R. Grace
with advice concerning those claims. (W.R. Grace Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


WINSTAR COMMUNICATION: Honoring Prepetition Employee Obligations
----------------------------------------------------------------
Winstar Communications, Inc.'s employees are vital to daily
operations, maintaining positive employee morale is important,
and the reorganization effort will fail if Winstar loses its
valuable employees, Timothy R. Graham, Winstar's Executive Vice
President and General Counsel, told the Court. The Debtors
employ approximately 4,500 full-time workers, 37 part-time
workers and 200 independent contractors. Between April 18 and
June 3, Winstar's headcount will drop by 1,800.

Accordingly, the Debtor sought and obtained permission to honor
all pre-petition wage, salary and benefit obligations owed to
their Employees and Independent Contractors:


     $9,200,000 for accrued wages, salaries, commissions and
                other compensation;
      5,900,000 for accrued vacation, sick, holiday and excused
                leave pay;
      3,700,000 for payroll-related trust fund taxes;
        650,000 for Unreimbursed Business Expenses;
      2,400,000 for accrued and unpaid Employee Benefits;
         62,000 to Firemen's Fund Insurance for Ohio and
                Wisconsin Workers' Compensation Premiums;
      5,900,000 to Independent Contractors

With respect to the 1,800 employees to be laid off, Mr. Graham
advised the Court that Winstar expect to pay (a) $7,400,000 on
account of wages and salaries, (b) $2,500,000 for Time-Off Pay,
plus (c) $3,500,000 in severance pay, between the Petition Date
and June 3, 2001, to these downsized workers.

Mark J. Shapiro, Esq., at Shearman & Sterling, advised Judge
Farnan at the First Day Hearing that Winstar believes no single
employee is owed more than the $4,300 priority accorded to
employee compensation claims under 11 U.S.C. Sec. 507 -- or if
an employee is, the Debtors will cap the payment to any single
employee at $4,300.

Nothing in this request, the Debtors made clear and Judge Farnan
confirmed, contemplates an assumption nor precludes a rejection
of any agreement or policy that may be considered an executory
contract. Additionally, any Independent Contractor accepting
payment from the Debtors pursuant to this Order, Judge Farnan
directed, constitutes an agreement by that Independent
Contractor to continue providing outsourced employees to the
Debtors in a manner consistent with past practice. (Winstar
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
April 26-29, 2001
    COMMERCIAL LAW LEAGUE OF AMERICA
       71st Annual Chicago Conference
          Westin Hotel, Chicago, Illinois
             Contact: Comlawleag@aol.com

April 30-May 1, 2001
    PRACTISING LAW INSTITUTE
       23rd Annual Current Developments
       in Bankruptcy and Reorganization
          PLI California Center, San Francisco, California
             Contact: 1-800-260-4PLI or htt://www.pli.edu

May 14, 2001
    American Bankruptcy Institute
       NY City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org

May 25, 2001
    American Bankruptcy Institute
       Canadian-American Bankruptcy Program
          Hotel TBA, Toronto, Canada
             Contact: 1-703-739-0800

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

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

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

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

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

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

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

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

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

July 13-16, 2001
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
          Stoweflake Resort, Stowe, Vermont
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

February 7-9, 2002 (Tentative)
    American Bankruptcy Institute
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, Colorado
             Contact: 1-703-739-0800 or http://www.abiworld.org

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


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

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

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

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

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

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

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

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

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

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

                            *********

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

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

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

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

                           *********

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

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

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

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

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

                      *** End of Transmission ***