TCR_Public/000202.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, February 2, 2000, Vol. 4, No. 23

AIR ONE FINANCE: Case Summary & 11 Largest Unsecured Creditors
AIR-ONE ACQUISITION INC: Case Summary & Largest Unsecured Creditor
AMERISERVE: Tyson Caught Unaware
BRS PRODUCTS: Acquisition Approved by Bankruptcy Court

GENESIS HEALTH VENTURES: ManorCare Reports Stock Holdings
HARTAN: Tanner's Announces Sub Files For Bankruptcy
HARVARD INDUSTRIES: Pollazzi Reports Stock Ownership
HOUSING RETAILER: Final Order Authorizing Financing

LAMONTS APPAREL: Lamonts Receives Approval for Permanent DIP Financing
MARINER POST ACUTE NETWORK: Credit Suisse Bank Reports Shares
MOBILE ENERGY: Order Approves Business Transaction
NEXTWAVE TELECOM: Court Invalidates FCC's Attempt to Cancel Licenses

PURINA MILLS: Files Plan and Disclosure Statement
READ-RITE: S&P Cuts Subordinated Debt to D
SOUTHERN MINERAL: Emergency Motion to Amend Cash Collateral
THE SIRENA APPAREL GROUP: Seeks Amendment to DIP Financing

VENCOR: Applies to Retain Blackstone as Investment Bankers
VENTAS: Completes Amended Long-term Senior Credit Facility
WHITEHALL ENTERPRISES: Announces 1999 As First Profitable Year


AIR ONE FINANCE: Case Summary & 11 Largest Unsecured Creditors
Debtor: Air One Finance Corp
         c/o Victor L. Miller
         935 S. Decatur Blvd.
         Las Vegas, NV 89107

         Mailing Address:
         One Park Plaza
         Sixth Floor
         Irvine, CA 92614
Type of Business: Aircraft Finance

Petition Date: January 27, 2000  Chapter 11

Court: District of Nevada        Judge: Robert C. Jones

Debtor's Counsel: David A. Stephens
                   Stephens Gourley & Bywater, PC
                   3636 N. Rancho Drive
                   Las Vegas, NV 89130
                   Tel (707)873-2448

Total Assets: $ 7,210,000
Total Debts:  $ 8,232,568

11 Largest Unsecured Creditors

Coast Business Credit                       $ 1,663,733
Toshin Electric Co.       line to credit      $ 270,000
The Avsource Group                              $ 7,962
Morton Beyer & Agnew      legal fees            $ 6,460
Ellen Anderson            commissions           $ 5,000
Andrew Brownell           commissions           $ 5,000
Feltman, Karesh et al     legal fees            $ 4,851
Pro-Tech Advisors, Inc.   business credit       $ 3,409
Brown Lefier, et al.      legal fees            $ 3,100
Aircraft Info. Ser.       business credit       $ 1,355
Rex Kessler Aviation      business credit       $ 1,200

Debtor: Air-One Acquisition II
         Robert V. Appiah
         1350 E. Flamingo Rd
         Suite 559
         Las Vegas, NV 89119

         Mailing Address:
         One Park Plaza
         Sixth Floor
         Irvine, CA 92614

Type of Business:  Leasing passenger jet

Petition Date: January 27, 2000  Chapter 11

Court: District of Nevada        Judge: Robert C. Jones

Debtor's Counsel: David A. Stephens
                   Stephens Grouley & Bywater, PC
                   3636 N. Rancho Drive
                   Las Vegas, NV 89130
                   Tel (702) 837-2448

Total Assets: $ 7,821,000
Total Debts:  $ 5,256,533

AIR-ONE ACQUISITION INC: Case Summary & Largest Unsecured Creditor
Debtor: Air-One Acquisition, Inc.
         Michael S. Blass, Esq.
         461 Fifth  Avenue
         19th Floor
         New York, NY 10016

         Mailing Address:
         One Park Plaza
         Sixth Floor
         Irvine, CA 92614

Type of Business:  Leasing aircraft

Petition Date: January 27, 2000  Chapter 11

Court: District of Nevada        Judge: Robert C. Jones

Debtor's Counsel: David A. Stephens
                   Stephens Grouley & Bywater, PC
                   3636 N. Rancho Drive
                   Las Vegas, NV 89130
                   Tel (702) 837-2448

Total Assets: $ 6,890,000
Total Debts:  $ 2,962,200

Largest Unsecured Creditor

Interglobal        hush kit loan     $ 150,000

AMERISERVE: Tyson Caught Unaware
On January 31, 2000, AmeriServe Food Distribution, Inc. filed for
reorganization in Wilmington, DE under Chapter 11 of the Bankruptcy Code.
AmeriServe is a significant distributor of products to several fast food and
casual restaurant chains. Tyson Foods, Inc. (NYSE: TSN) is a major supplier
to AmeriServe's customers and at the time of the filing had approximately $25
million in trade credit extended to AmeriServe. This filing comes as a
surprise since in recent conversation regarding credit matters Tyson was
given every assurance that AmeriServe had no plans for bankruptcy. Tyson and
the customers served by AmeriServe are engaged in discussions to assure
continuity of supply of Tyson products to their restaurants.

BRS PRODUCTS: Acquisition Approved by Bankruptcy Court
Colonial Commercial Corp. (Nasdaq: "CCOM"), which through its subsidiaries
distributes door hardware, heating/air conditioning equipment and climate
control systems to contractors and architectural firm, announced that its
wholly-owned Atlantic Hardware and Supply Corp. ("Atlantic") subsidiary,
which had agreed to purchase the stock of BRS Products, Inc., subject to
confirmation of the BRS Products' plan of reorganization, as reorganized
pursuant to Chapter 11 of the Bankruptcy Code, can now complete the

The BRS plan, with certain modifications for the benefit of creditors, was
confirmed by the United States Bankruptcy Court for the District of New
Jersey, on January 31, 2000 and will be effective on or about March 15, 2000.
Atlantic, which has provided certain post-filing financing to BRS Products
through the pre-negotiated Plan of Reorganization, will own all of the stock
of the reorganized company at the effective date. Under the plan of
reorganization, BRS will assume approximately $2.5 million of pre-existing
liabilities, most of which will be paid over a period of 4 to 6 years.
Atlantic has agreed to make a capital contribution of at least $1,200,000 and
convert a $300,000 term loan to subordinated debt. Atlantic will relocate the
BRS unit to new headquarters approximating 85,000 square feet located in
Farmingdale, New York. After the effective date, the corporate name will be
changed to Well-Bilt Steel Products, Inc. There will be no meaningful
interruption in production or shipments as a result of the relocation.

BRS manufactures security hollow metal doors and frames, principally for
prison equipment contractors, as well as commercial doors and frames. Security
detention doors and frames comprise approximately 70% of BRS' sales, which
were about $7.5 million for the year ended 1998. "The acquisition of BRS
Products as restructured through the Chapter 11 proceeding, will allow
Atlantic to strategically diversify into the manufacturing of doors, with an
emphasis on detention doors, as a complement to its distribution operations,
"commented Bernard Korn, Chief Executive Officer of Colonial Commercial Corp.
"While Atlantic will continue to purchase doors from a number of
manufacturers, management believes that the cost savings, along with other
benefits, that should accrue from its ownership of BRS should allow this
acquisition to be synergistic and accretive to earnings in the future."

Colonial Commercial Corp., headquartered in Levittown, New York, is a
distributor of door and door hardware, heating/ventilation equipment, and
climate control systems to building contractors and architectural firms,
primarily in the Eastern United States. Its common stock trades on NASDAQ
under the symbol "CCOM", while its convertible preferred shares trade on
NASDAQ under the symbol "CCOMP". (Note: Each share of the Company's preferred
stock is convertible into one share of the Company's common stock. Preferred
stockholders will be entitled to a dividend, based upon a formula, when and
if any dividends are declared on the Company's common stock.)

GENESIS HEALTH VENTURES: ManorCare Reports Stock Holdings
ManorCare Health Services, Inc., formerly known as Manor Healthcare Corp.
owns 6,917,262.7 shares of common stock of Genesis Health Ventures, Inc.,
representing 12.2% of the outstanding shares of common stock of the company.
(8.2% if purportedly issued Senior Preferred Stock, the validity and issuance
of which the principals noted here have challenged in federal court, is
treated as outstanding). Sole voting and dispositive power rests with
ManorCare. Manor Care of America, Inc., formerly known as Manor Care, Inc.,
and Manor Care, Inc., formerly known as HCR Manor Care, Inc. own 7,879,652
shares of the common stock of the company with sole voting and dispositive
powers. This amount represents 13.9% of the outstanding common stock of the
company. (9.3% if purportedly issued Senior Preferred Stock, the validity and
issuance of which the principals noted here have challenged in federal court,
is treated as outstanding). Each principal noted here is a provider of a
range of health care services, including long-term care, subacute medical
care, rehabilitation therapy, home health care, pharmacy services and
management services for subacute care, rehabilitation therapy, vision care
and eye surgery.

HARTAN: Tanner's Announces Sub Files For Bankruptcy
Tanner's Restaurant Group, Inc. ("Tanner's") (OTCBB:ROTI) announced today
that its wholly owned subsidiary, Hartan, Inc., and six of Hartan's
subsidiaries filed for protection under Chapter 11 of the United States
Bankruptcy Code on January 28, 2000. Hartan and these six subsidiaries own
substantially all of the assets used in the operation of Tanner's
restaurants. In connection with the bankruptcy filings, Tanner's announced
that it has entered into an agreement with Restaurant Teams International,
Inc. (OTCBB:RTIN) ("RTI") whereby RTI has agreed to purchase substantially
all of the assets of Tanner's, Hartan and Hartan's subsidiaries as part of
the Chapter 11 reorganization. Simultaneously with the Chapter 11 filings,
Hartan and its subsidiaries filed a motion with the court seeking approval of
a Debtor-in-Possession financing facility in the amount of $100,000, to be
funded by RTI for the purpose of enabling the continued operation of the
Tanner's business. Tanner's also entered into an agreement with RTI to allow
RTI to manage the Tanner's restaurant operations during the bankruptcy
process. These transactions are subject to the approval of the bankruptcy
court, and Tanner's hopes to complete the sale as soon as possible, although
no dates have been established by the Bankruptcy Court. Bob Hoffman, acting
CEO, speaking on behalf of Tanner's, said, "We are pleased with the solutions
and agreements reached with RTI. We expect that the transition to RTI will
allow our restaurants to continue operating." Tanner's is the operator and
franchisor of the nine-location chain of Rick Tanner's Original Grill
restaurants located in the metropolitan Atlanta area. This press release
contains forward-looking statements within the meaning of Section 27-A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Although Tanner's believes the expectations
reflected in the forward-looking statements are based on reasonable
assumptions, the company's actual events or results could differ materially
from those set forth in the forward-looking statements. All actions
contemplated by Tanner's are subject to Bankruptcy Court approval.

HARVARD INDUSTRIES: Pollazzi Reports Stock Ownership
Roger G. Pollazzi beneficially owns 930,073 shares of common stock in Harvard
Industries Inc. representing 8.81% of the outstanding shares of common stock
of the company. He holds sole voting and dispositive power over these shares.

HOUSING RETAILER: Final Order Authorizing Financing
The US Bankruptcy Court for the District of Delaware entered an order
authorizing the debtor, Housing Retailer Holdings, Inc. and its affiliate to
secure post-petition financing on a super priority basis from GE Investment
Private Placement Partners II, a limited partnership, and Ardhouse LLC,
pursuant tot that certain Special Purpose Post-Petition Term Credit
Agreement.  The court found that without the DIP Financing, the debtors lack
the resources to fund the Litigation and pay certain administrative costs
relating to confirmation of a plan of reorganization.

The debtors are expressly authorized to borrow from the lenders, on the terms
and subject to the conditions set forth in the Loan Documents an aggregate
principal amount of $1 million and such additional amounts as the lenders
agree, in their sole discretion, to fund.

SG Cowen Securities Corporation no longer holds shares in Kaiser Group

LAMONTS APPAREL: Lamonts Receives Approval for Permanent DIP Financing
Lamonts Apparel Inc. (OTC:LMNTE), which operates 38 casual lifestyle and
apparel stores in five Northwestern states, received court approval today on
the company's permanent debtor-in-possession (DIP) financing agreement. The
DIP agreement calls for Fleet Retail Finance Inc. to provide Lamonts up to
$40 million in a revolving credit facility. A term loan of $5 million is also
provided by Back Bay Capital Funding LLC. Alan Schlesinger, chairman of
Lamonts, stated that the "financing will provide Lamonts sufficient resources
for our merchandising and other operating requirements going forward. The
credit lines are allowing us to work out credit terms with a number of our
key vendors, facilitating a strong merchandise flow to our stores." Founded
in 1967, Lamonts Apparel Inc. operates 38 stores in Alaska, Idaho, Oregon,
Utah and Washington. The company is well-known in the Northwest as a retailer
of brand name apparel, accessories and home decor from such manufacturers as
Alfred Dunner, Byer of California, Jockey, Lee, Levi, Liz Claiborne, Mikasa,
OshKosh, Pacific Trail, Rafaella and Woolrich. Lamonts has headquarters in
Kirkland in the greater Seattle area and employs approximately 1,500 people.
The company voluntarily filed to reorganize under Chapter 11 on Jan. 4. The
company will meet with its creditors Feb. 14 at 1 p.m. in Seattle. Additional
corporate information is available at the company's Web site at

MARINER POST ACUTE NETWORK: Credit Suisse Bank Reports Shares
Credit Suisse First Boston, on behalf of the Credit Suisse First Boston
business unit owns 16,364,771 shares of the common stock of Mariner Post
Acute Network Inc. with sole powers over voting and disposing of the
stock.  Credit Suisse First Boston's holding represents 22.21% of the
outstanding common stock of Mariner Post Acute Network.

Credit Suisse First Boston entered into a transfer agreement with Chase
Equity Securities, LLC dated January 14, 2000, pursuant to which Credit
Suisse First Boston acquired an additional 2,589,773 shares of common stock
of the company. The acquisition of the common stock was made in exchange for
(i) payment of aggregate cash consideration of $376,010; (ii) the issuance of
an aggregate of 15,040 shares of Preferred Stock;
and (iii) a "put option" granted to Chase of the Preferred Stock requiring
the New York Branch of the Bank to purchase the Preferred Stock under certain
circumstances. The cash consideration came from Credit Suisse First Bank's
working capital. As a result of this transaction, Credit Suisse First Bank
now owns an aggregate of 16,362,771 shares of common stock representing
22.21% of the common stock.

DDJ Capital Management, LLC beneficially owns 435,000 shares of common
stock of Metretek Technologies Inc., exercising sole voting and dispositive
power and representing holding of 11.1% of the outstanding shares of common
stock of Metretek.  B III-A Capital Partners, L.P. and GP III-A, LLC
beneficially own 72,600 shares with sole voting and dispositive power.
This amount represents 1.9% of the outstanding shares of common stock of
the company.

On December 9, 1999, the Fund, DDJ Canadian and the Account collectively,
purchased an aggregate of 1,450 units issued by Metretek Technologies under
a private placement for a purchase price of $2,000 per unit for an
aggregate purchase price of $2,900,000.  Each unit consists of one share of
Series B Preferred Stock, 200 shares of common stock and one Warrant to
purchase 100 shares of common stock.  The units are immediately detachable
into their component securities.  The Fund purchased 242 units for cash;
DDJ Canadian purchased 725 units for cash; and the Account purchased 483
units for cash.

The Warrants may be exercised at any time after March 9, 2000 through
December 9, 2004.  The initial exercise price for the Warrants is $6.7425
per share, subject to adjustment under certain antidilution and reset
provisions.  Since the Warrants may be exercised within 60 days, the Funds
may be deemed to beneficially own the 145,000 shares of common stock
issuable upon the exercise of the Warrants.

MOBILE ENERGY: Order Approves Business Transaction
By order dated January 24, 2000, Judge William S. Shulman approved the joint
motion of the debtors and the Bondholder Steering committee seeking authority
to engage in the development, design, construction and operation of the Cogen
Project at an estimated cost of $98 million, including entry into project
development agreements, inclduing without limitation the MESC Cogeneration
Development Agreement; engineering procurement and cosntruction agreements;
and all other agreements and activites necessary to do same, and to pay
assoicated costs.

The debtors are permitted to obtain post-petition secured financing of up to
$29 million from SERI or its affiliates, up to $5 million of the costs of the
development and construction fo the Cogen Project, the costs fo the GE
Turbine, which are expected to be $24 million in 2000 and payment of $10
million to SEI by the debtors and for all other secured and unsecured
indebtedness reuqired to complete the cogen project as provided for in the
motion, the Term Sheet, and the Development Agreement, except as otherwise
noted.  The debtors currently estimate the cost of developing the
cogeneration project to be $98 million, assuming SEI is not the equtiy
investor.  Of this amount, the debtors anticipate that approximately $68
million is expected to be financed by project finance debt that will be
acquired either in connection with a plan of reorganization or subsequent to
confirmation of a plan.

Based on testimony presented by the debtors at the hearing, the court finds
that the debtors have a reasonable prospect of acquiring the debt financing
necessary to fund completion of the Cogen Project.  The debtors are not
seeking the approval of any equity investment at this time.

NEXTWAVE TELECOM: Court Invalidates FCC's Attempt to Cancel Licenses
Nextwave Telecom Wireless announces that the purported cancellation of its
licenses by the FCC is null and void under the bankruptcy code according to
the ruling of a United States Bankruptcy Court and that the Federal
Communications Commission acted unlawfully in attempting to revoke Personal
Communications Services ("PCS") licenses issued to NextWave Telecom Inc. in
connection with spectrum auctions conducted by the FCC.

The court sustained NextWave's position that the FCC is subject to the
bankruptcy laws and that NextWave is entitled to the same protections under
those laws as any other company or individual seeking to reorganize a
business. "Deprivation of property by agency fiat, without any procedural or
due process safeguards, cannot be countenanced," the Court said in its
opinion, which concludes that the FCC's attempted cancellation of NextWave's
licenses is "void and without force or effect" because it violates the
Bankruptcy Code.

"There exists a host of protections, not only for the benefit of (NextWave),
but for the benefit of all constituent parties including the FCC, designed to
ensure the rational, systematic and equitable reorganization of this estate,"
the Court's opinion states. "Self-help repossession by ambush is not one of
them - it is repugnant to the very essence of the Bankruptcy Code." "NextWave
is pleased by the Bankruptcy Court's decision because it takes us a giant
step closer to putting our licenses to full and active use," said Allen
Salmasi, Chairman and CEO of NextWave.

"This decision protects the rights of several thousand NextWave creditors and
shareholders, the majority of whom are small businesses and individuals,
including numerous private and state pension funds. The decision is also a
victory for all regulated businesses throughout the nation, large and small,
because it protects shareholders and creditors from government agencies who
would attempt to circumvent the law. NextWave is confident that
time-consuming and unproductive litigation can now cease, and that instead
NextWave will be allowed to proceed immediately with confirmation of its plan
of reorganization. As the Bankruptcy Court concluded, that is the fairest and
fastest way to achieve Congress's goal of placing this spectrum into
immediate productive use."

The Bankruptcy Court also concurred with this view, stating that "No more
dramatic exemplar of the rehabilitative objectives of the "cure" provisions
of the Bankruptcy Code could be imagined than this very case. The protection
due the FCC under the Bankruptcy Code exists in (NextWave's) Plan. The FCC
will be paid in full, the putative "defaults" cured and nullified. No
creditor can ask for better protection, in or out of bankruptcy." In 1996,
NextWave participated in an FCC auction for PCS licenses. Congress limited
that auction to small entrepreneurial companies such as NextWave, in order to
provide more competition and to increase service to the public. NextWave
ultimately was awarded 95 licenses, and made a down payment of more than $500
million to the government for those licenses.

As a result of a precipitous drop in the market value of those licenses and
resulting pressure from creditors and others, NextWave and many other
licensees were forced to seek bankruptcy protection in order to reorganize
their businesses. After exhaustive cooperative efforts by NextWave's
management, its creditors and shareholders, NextWave filed late last year a
modified plan of reorganization with sufficient financing to emerge from
bankruptcy and pay the FCC 100% of the amount owed on the licenses. On
January 12, 2000, however, in violation of the protections afforded to
NextWave by federal bankruptcy laws, the FCC rejected an offer made by
NextWave to make a $4.3 billion lump-sum payment to the FCC in full
satisfaction of its entire license obligations, and announced for the first
time that NextWave's licenses had been "automatically" revoked a year
earlier, in January 1999.

The court has now ruled that the FCC violated the law in attempting
retroactively to revoke NextWave's licenses. In its ruling, the Court asked,
"What public policy is served by an act of the United States Government which
violates basic notions of equity, due process and the Bankruptcy Code?"
Deborah Schrier-Rape, counsel for NextWave, noted that "The FCC's attempt to
create a massive loophole for federal agencies to evade the fundamental
protections of the bankruptcy laws could have made bankruptcy reorganization
virtually impossible for any regulated business. The FCC's legal position is
simply untenable under the bankruptcy laws, and would have set a chilling and
dangerous precedent for other regulated companies and federal agencies,
undermining the framework under which financial markets daily make billions
of dollars available to regulated companies. The effect would have been to
retroactively eviscerate core protections of the bankruptcy laws, which were
designed to provide companies with a fair opportunity to reorganize and
thrive as commercially viable businesses." "Only Congress, and not any one
agency, is in a position to assess the profound and wide-ranging consequences
such a change to the fabric of the Bankruptcy Code would have, including its
substantial impact on the efficient functioning of the capital markets at
large," Ms. Schrier-Rape continued. "As the Bankruptcy Court concluded today,
Congress has carefully considered the treatment of regulatory agencies in the
context of bankruptcy reorganizations, and it has expressly prohibited such
agencies from proceeding in the manner attempted by the FCC."

NextWave Telecom Inc. ( was formed in 1995 to become a
leading provider of wireless telecommunications services. The Company intends
to build and operate a nationwide wireless network to provide portable
high-speed Internet access and voice services to consumers and businesses.
NextWave's unique packet data wireless network will provide Americans with
untethered access to Internet content and applications via mobile and
portable phones, handheld computing and PDA devices, notebook computers, and
next generation Internet appliances.

PURINA MILLS: Files Plan and Disclosure Statement
Less than three months after commencing its Chapter 11 cases, Purina Mills,
Inc. announced that it has filed its Plan of Reorganization and Disclosure
Statement with the United States Bankruptcy Court for the District of
Delaware. A hearing on the adequacy of the Disclosure Statement is expected
to occur in February. After approval of the Disclosure Statement, Purina
Mills will commence the solicitation of votes for approval of its Plan of
Reorganization. "The company has worked very hard over the past few months to
complete this process in a timely manner. We have successfully transitioned
purchasing activities formerly handled by Koch Industries back to our
headquarters in St. Louis. We continue to work toward making Purina Mills a
successful stand-alone company at the end of this process," said Brad Kerbs,
Purina Mills' President and Chief Operating Officer.

Under the terms of the Plan of Organization, the equity interest in Purina
Mills' parent company, PM Holdings Corporation, held by Koch Agriculture
Company will be canceled. Koch Agriculture also will provide a one time $60
million capital contribution to Purina. Holders of the company's Senior
Subordinated Notes, together with the holders of other allowed general
unsecured pre-petition claims, will receive new common stock in reorganized
Purina. The plan contemplates that the new common stock will be listed on or
quoted through a national securities exchange. "We are confident that, upon
confirmation of the plan, we will emerge from Chapter 11 as a stand-alone,
stronger operation with a bright, new future," said Brad Kerbs. Purina Mills
is America's largest producer and marketer of animal nutrition products.
Based in St. Louis, Missouri, the company has 49 plants and 2500 employees
nationwide. Purina Mills is not affiliated with Ralston Purina Company, which
is the registered owner of the trademarks "Purina," the checkerboard logo and
Purina Dog Chow brand and Purina Cat Chow brand pet foods.

READ-RITE: S&P Cuts Subordinated Debt to D
NEW YORK, Jan 31 - Standard & Poor's lowered its corporate credit rating for
Read-Rite Corp. to 'SD' from single-'B'.

The bank loan rating for the company was lowered to triple-'C'-minus from
single-'B', and the subordinated debt rating was lowered to 'D' from

The ratings are removed from CreditWatch, where they were placed in August
1999 with negative implications. The CreditWatch placement reflected ongoing
difficult market conditions for Read-Rite, and a lack of progress in
improving its operating performance.

The rating actions follow Read-Rite's offer to exchange $175.5 million of 10%
convertible subordinated notes for $345 million of existing 6.5% notes.

Under the indenture for the 6.5% convertible notes and the company's current
bank facility, the banks have the right to block the regularly scheduled
interest payment due March 1, 2000 on the 6.5% convertible notes.

The exchange offer, in part, would decrease the amount of cash required for
the March 1, 2000 interest payment, and thus reduce the likelihood of the
banks exercising their rights to block payment.

Additionally, the firm has a waiver until Feb. 4, 2000 for the violation of
financial covenants under its credit facility.

SOUTHERN MINERAL: Emergency Motion to Amend Cash Collateral
Southern Mineral and its affiliates file an emergency motion for order
amending cash collateral order to allow for payment pursuant to authorization
for expenditure.  Pursuant to an agreement with Abraxas Petroleum
Corporation, the debtor must pay its share of the cost of participating in a
proposed well on land located in Lavaca and DeWitt counties, Texas.  Southern
Mineral's share of the cost is 25% or $463,900.  If it does not pay its
share, its penalty is 400% or $1,855,600.  The debtor wishes to participate
in the Proposed Well because it believes that successful development of the
Proposed Well will increase Southern Mineral's revenues and cash flow.

The Spanish-language Telemundo Network won a motion in federal bankruptcy
court to acquire the news production assets of CBS/TELENOTICIAS, a 24-hour
all-news channel, it was announced today by Telemundo Chief Operating Officer
Alan Sokol. A highly respected organization with worldwide recognition
serving more than 20 Latin American countries and the United States,
Hialeah-based CBS/TELENOTICIAS was launched in December 1994 and is jointly
owned by Grupo Medcom and CBS Corporation (NYSE: CBS). The company had filed
for Chapter 11 bankruptcy protection in July 1999. Since that time, it
continued to produce its Spanish-Portuguese-language news programs as well as
daily newscasts of NOTICIERO TELEMUNDO for Telemundo.

Telemundo's acquisition of the news and information channel broadens its
reach into Latin America, with access to additional cable outlets,
subsidiaries and broadcast affiliates airing in over 5 million households.
"Today's ruling is a critical step for Telemundo in realizing its goal of
becoming the pre-eminent Spanish-language news and information programmer,"
said Sokol. "This is the beginning of a new and exciting era for the most
experienced Spanish language news team in the United States," said Joe
Peyronnin, Executive Vice President of News and Information Programming.
"Telemundo has doubled its news ratings over the past few months by giving
the broadcasts some direction. Now that we have full editorial and production
control, we will be able to accelerate their progress." The Miami-based
Telemundo broadcasts in 63 markets and is currently available to an estimated
85 percent of Hispanic viewers. Telemundo plans to add 400,000 Hispanic cable
homes over the next two years, boosting Telemundo's reach to an estimated 90
percent of the U.S. Hispanic market. Telemundo Network Group LLC is owned
equally by Sony Pictures Entertainment and Liberty Media.

THE SIRENA APPAREL GROUP: Seeks Amendment to DIP Financing
The Sirena Apparel Group, Inc. seeks an order authorizing the debtor to amend
the terms of its current debtor in possession financing with Foothill Capital
Corporation to increase the maximum loan amount from $22 million to
$24,250,000.  By its terms, the DIP Financing and the Loan Agreement provide
financing to the debtor pursuant to a budget through June 30, 2000.  The
debtor states that the additional financing is the result of increased sales,
longer supplier lead times and the accompanying need to purchase more
materials sooner, in addition to certain other factors.  Approval of the
additional financing is particularly important at this time, as the debtor is
moving into its heaviest shipping and most profitable time of the year.  
Absent approval of the additional financing, the debtor anticipates that it
will experience cash limitations beginning in February 2000, which could
hamper the debtor's ability to continue its progress toward reorganization.  

VENCOR: Applies to Retain Blackstone as Investment Bankers
The Debtors ask Judge Walrath to approve their retention of The Blackstone
Group L.P. as their investment bankers. Blackstone has extensive experience
in chapter 11 reorganizations and workouts, and the Debtors need an
investment banker to negotiate a reorganization plan. Blackstone did no
prepetition work for the Debtors, and has no prepetition claims against their

Blackstone will assist the Debtors by:

      * Evaluating the Debtors' businesses and their prospects;

      * Analyzing the Debtors' long-term business plan;

      * Valuing the Debtors' separate businesses;

      * Evaluating alternative capital structures or reorganization plans;

      * Providing strategic advice on restructuring or refinancing debt;

      * Participating in negotiations with the Debtors, their advisors, their
        creditors, and other interested parties; and

      * Providing expert witness testimony.

The Debtors acknowledge that they "comprise a large and complex organization
and that there are complicated relationships among them." They do not,
however, foresee any conflicts if Blackstone serves all of them. Further, any
work that Blackstone does for the Debtors' creditors or equity holders is
unrelated to the bankruptcy proceedings.

The Debtors agree to pay Blackstone a $150,000 monthly advisory fee. In
addition, Blackstone will be paid a fee of $1,500,000 upon confirmation of a
reorganization plan for all of the Debtors. All monthly fees paid to
Blackstone up to but not in excess of the $1,500,000 will be credited against
the confirmation fee. The following Blackstone professionals will be working
for the Debtors: Timothy R. Coleman, Senior Managing Director; Steven M.
Zelin, Managing Director; Shervin Korangy, Associate; and Jason Perri,
Analyst. (Vencor Bankruptcy News Issue 10; Bankruptcy Creditor's Service Inc.)

VENTAS: Completes Amended Long-term Senior Credit Facility
Ventas, Inc. (NYSE:VTR) announced that it has entered into an amended
long-term credit agreement providing for the restructuring of approximately
$973 million owed to its senior lenders. "The structure of this agreement is
extremely attractive for Ventas because it gives us time and flexibility to
improve further our capital structure without any near term sale of assets,
equity raising or refinancing," President and CEO Debra A. Cafaro said.
"Successfully closing this transaction completes another essential step
towards our financial stability. The completion of this agreement represents
hard work and an outstanding collaborative effort by numerous individuals and

Bank of America and J.P. Morgan will continue to act as co-agents under the
amended long-term credit facility. All institutions in the original loan
agreement are participating in the new agreement. The Company paid a 1% fee
for the amended credit facility, of which the remaining balance of $7.3
million was paid at closing. Under the amended facility, the outstanding
principal balance of the loan will be divided into three tranches containing
the following terms: -- Tranche A -- $200 million of the outstanding loans
are classified as Tranche A loans. Tranche A loans have an interest rate of
2.75% over Libor and mature on December 31, 2002. $50 million of the Tranche
A principal amount was paid on the completion of the restructuring. An
additional $50 million is required to be paid within 30 days following the
date that the plan of reorganization to be filed by Vencor, Inc. (OTC:VCRI),
the Company's principal tenant, becomes effective (the "Vencor Effective
Date"). Thereafter, all "Excess Cash Flow," as defined in the amended credit
facility, will be used to further pay down Tranche A loans until a total of
$200 million of principal has been repaid on all outstanding term loans. --
Tranche B -- $300 million of the outstanding loans are classified as Tranche
B loans. Tranche B loans have an interest rate of 3.75% over Libor and mature
on December 31, 2005.

Thirty days following the Vencor Effective Date, the Company must pay an
amount equal to its "Excess Cash," as defined in the amended credit facility,
as a principal payment on the Tranche B loans. Additional $50 million
payments of Tranche B loans are required at the end of 2003 and 2004. --
Tranche C - The remaining $473 million of the outstanding loans are
classified as Tranche C loans. Tranche C loans have an interest rate of 4.25%
over Libor and mature on December 31, 2007. There are no required principal
payments of Tranche C loans until maturity. -- The entire credit facility is
pre-payable without penalty or premium. In addition to revising the Company's
outstanding term loans, the amended credit agreement includes a new revolving
credit facility under which the Company can borrow up to $25 million,
including up to$15 million in standby letters of credit. Revolving credit
loans will carry an interest rate of 2.75% over Libor.

Bank of America is providing the revolving credit facility. The terms of the
amended long-term credit agreement permit the Company to pay as distributions
to shareholders only the minimum percentage of estimated taxable income
required to allow it to qualify as a real estate investment trust until a
total of $200 million of term loans have been repaid. Ventas expects to make
the required distribution for 1999 no later than September 15, 2000. The
obligations under the amended credit facility will be secured by liens on
Ventas' real property assets. The credit agreement requires the liens on real
properties to be documented by February 28, 2000 and Vencor's plan of
reorganization to be effective on or before December 31, 2000. Merrill Lynch
acted as Ventas' financial advisor in connection with the Company's amended
long-term credit facility.

Completion of Ventas' long-term debt restructuring agreement follows the
mid-September 1999 Chapter 11 bankruptcy filing by Vencor. Vencor has
received from the Delaware Bankruptcy Court an extension through March 13,
2000 during which time Vencor has the exclusive right to file its plan of
reorganization. Vencor officials stated in Court in late January that they
are optimistic about filing the plan by that date. Terms of a preliminary,
non-binding agreement among Vencor's major creditors, including Ventas,
respecting Vencor's plan of reorganization have been previously announced.
Vencor has indicated that it is continuing to negotiate with its various
creditors and Ventas to reach final agreement on the plan. Therefore, there
can be no assurances that Vencor's plan of reorganization, when filed, will
be on the terms previously announced or otherwise be acceptable to Ventas and
its creditors. Ventas and Vencor continue to be engaged in advanced
settlement discussions with the federal government seeking to resolve all
federal civil and administrative claims against them arising from the
participation of Vencor facilities in various federal health benefit

The majority of these claims arise from lawsuits filed under the qui tam - or
whistleblower -- provision of the False Claims Act, which allows private
citizens to bring suit in the name of the United States. Ventas expects that
the Department of Justice will take actions in certain qui tam suits that are
pending for the purpose of facilitating a possible settlement among the
parties. As an example, the U.S. District Court for the Southern District of
Ohio, Eastern Division, unsealed the previously sealed case of United States
ex rel George Mitchell et al v. Vencor, Inc., et al in mid-January 2000. The
order granting the Department of Justice's motion to intervene states that
this intervention is for the purpose of representing the United States'
interests in the bankruptcy proceeding involving Vencor, Inc., and "to
effectuate any settlement reached between the United States and Vencor and/or
Ventas, Inc. which may include some or all of the claims made in this
case.... ".

If a settlement is ultimately reached between the Department of Justice,
Vencor and Ventas, it most likely will include all of the various pending qui
tam actions that have been filed against the companies, and would be
documented in Vencor's plan of reorganization. There can be no assurances
that a settlement will be reached or that any such settlement would be on
terms acceptable to Ventas. Ventas, Inc. is a real estate company whose
properties include 45 hospitals, 218 nursing centers and eight personal care
facilities operating in 36 states. Ventas intends to qualify as a REIT for
the year ended December 31, 1999.

WHITEHALL ENTERPRISES: Announces 1999 As First Profitable Year
Whitehall Enterprises, Inc. (OTCBB:WTHL) announced that 1999 represents the
Company's first profitable year to date. The positive transformation in
operating results during fiscal year ended September 30, 1999 was primarily
due to successfully assimilating three major acquisitions and carrying out
the approved objectives in the Company's Chapter 11 Bankruptcy Reorganization
Plan -- resulting in a $71 million tax/loss carry forward. "Our efforts to
expand the Company's asset base and concurrently increase our shareholder
value have clearly come to fruition," said Whitehall President and Chief
Executive Officer Luis Alvarez. "We are pleased to report that our asset base
now totals $3.8 million and our shareholders' equity has soared from $ 29,887
for the year ended September 30, 1998 to just over $1 million in 1999."

Whitehall experienced a steady monthly performance since the December 1998
acquisition of Canadian plastics manufacturer MBM Limited. Notwithstanding
location and conversion of Canadian Generally Accepted Accounting Principles
(G.A.A.P.) into U.S. G.A.A.P., revenues from sales for the 10-month period
ended September 30, 1999 were$4,170,370. MBM sales for the 10-month period
ended November 30, 1998 were $3,674,336, representing an increase of $496,034
for the comparable period the previous year. Whitehall's consolidated net
income for the year ended September 30, 1999 totaled $74,370 compared to net
income of$26,710,498 in the year prior.

Net income for the year ended September 30, 1998 derived from forgiveness of
debt under the Company's Chapter XI Bankruptcy. Whitehall increased its asset
base through three strategic acquisitions during the fiscal year ended
September 30, 1999. In December 1998 the Company acquired MBM Limited, an
established Canadian plastics manufacturer whose strategic relationships
include such notable North American corporations as Johnson Amp; G.K.
Packaging; Fenton Webber; Novo Pharm; Jones Packaging and the Canadian
shampoo division of L'Oreal. In September 1999 Whitehall acquired Hairbiotech
Inc., a development stage biotechnology company with three unique patents for
hair growth and hair loss prevention technologies. Earlier this month,
Whitehall completed the $8 million acquisition of Alternative Lending Group,
a multi-million-dollar e-commerce mortgage banking company currently
operating in nine states with plans for national expansion during 2000. ALG's
website affords applicants the opportunity to
apply for most types of loans via the Internet, 24 hours a day. Whitehall
Enterprises, Inc. (OTCBB:WTHL) is a growth oriented holding company targeting
business acquisitions, which will contribute a diversified asset base for the

The company's current business activities include manufacturing of plastic
containers for pharmaceutical and healthcare companies, marketing hair growth
and hair loss prevention technologies, and e-commerce mortgage banking.


A listing of Meetings, Conferences and Seminars appears each
Tuesday in the TCR.

Bond pricing, appearing each Friday, is supplied by DLS Capital
Partners, Dallas, Texas.


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
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Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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