TCR_Public/000203.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, February 3, 2000, Vol. 4, No. 24
  
                            Headlines

AAMES FINANCIAL: Stockholder Meeting On March 3, 2000
AMERISERVE: Announces Financing Commitment
AMERISERVE FOOD: Case Summary
AMERISERVE FOOD: Moody's Downgrades All Ratings Following Bankruptcy
ARROW AUTOMOTIVE: Trustee Applies to Employ Accountant

CELLNET DATA: To be Acquired by Schlumberger Resource Mgemt Services
CRIIMI MAE: Committee Objects to Suspension of Plan Consideration
CRIIMI MAE: Debtors Support Management Committee's Motion
DEVLIEG BULLARD: Reports Net Revenues for Month of November 1999
DIAMOND ENTERTAINMENT: Accountants Are Replaced

DIAMOND ENTERTAINMENT: Moving Principal Executive Offices
EAGLE GEOPHYSICAL: Court Sets Bar Date
HVIDE MARINE: Announces Officers
HVIDE MARINE: Exercises Option To Increase Interest in Carriers
INCOMNET: Extension of Time To Assume or Reject Lease

INTEGRATED HEALTH: Files Chapter 11 Petitions in Wilmington
KEY PLASTICS LLC: S&P Cuts Ratings; Still On Watch Neg
LAROCHE INDUSTRIES: Amends Existing Senior Secured Credit Facility
LOEHMANN'S: Taps Ernst & Young as Auditors
LOEWEN: Statement Relating To Delisting of Shares

NATIONAL HEALTH: Additional Time To File Disclosure Statement
NUMBER NINE: Committee Taps Counsel
PAGING NETWORK: Agreement and Plan of Merger
PEN-TAB INDUSTRIES, INC.: Rtgs Lowered and Placed on Watch Neg
PHYSICIANS RESOURCE: Signs Definitive Agreement With AmSurg

RENAISSANCE COSMETICS: Orders Authorize Retention of Professionals
ROBERDS: Outlines Restructuring Process
SAXON MORTGAGE: S&P Lowers Certificates Ratings, Others Affirmed
SOURCE MEDIA: Preparing Offer To Exchange Stock
SYMONS INTERNATIONAL: S&P Cuts Ratings

TRUMP HOTELS: S&P Lowers Ratings
UNITED COMPANIES FINANCIAL: Seeks Extension of Exclusivity
VENCOR: Motion To Sell Burbank Hospital to Belmont For $5.725 M

                            *********

AAMES FINANCIAL: Stockholder Meeting On March 3, 2000
-----------------------------------------------------
Aames Financial Corp. will be inviting its stockholders to the annual meeting
of stockholders which will be held at The Hotel Inter-Continental, 251 S.
Olive Street, Los Angeles, California 90012, on Friday, March 3, 2000.

The meeting will begin promptly at 10:00 a.m. The meeting is being called for
stockholders to consider:

      1. Reverse Common Stock Split Proposal. To approve the amendment to the

         company's Certificate of Incorporation, as amended to effect a one-
         for-five reverse stock split of the shares of the company's common
         stock;

      2. Reverse Series C Preferred Stock Split Proposal. To approve the
         amendment to the Certificate of Incorporation to effect a one-for-
         five reverse stock split of the shares of the company's Series C
         Convertible Preferred stock;

      3. Stockholder Action by Written Consent Proposal. To approve the
         amendment to the Certificate of Incorporation to enable stockholders
         to act by written consent as permitted by Delaware law;

      4. Election of Series B Directors. To elect four Series B Directors to
         hold office until the 2000 annual meeting of stockholders and
         thereafter until such directors' successors are duly elected and
         qualified;

      5. Election of Common Stock Directors. To elect two Class II directors to
         hold office for three years and until such directors' successors are
         elected;

      6. Ratification of Accountants. To ratify the appointment of Ernst &
         Young LLP as the company's independent accountants for the fiscal year
         ending June 30, 2000.

Only stockholders of record of the company at the close of business on
January 21, 2000 are entitled to notice of and to vote at the meeting.


AMERISERVE: Announces Financing Commitment
------------------------------------------
AmeriServe Food Distribution, Inc. announced late Tuesday that it has
received financing commitments from its largest customer partners, Tricon
Global Restaurants, Inc. and the Burger King Corporation. Upon approval of
the U.S. Bankruptcy Court for the District of Delaware in Wilmington, DE,
where AmeriServe on Monday filed a voluntary petition under Chapter 11 of the
Federal Bankruptcy Code, this financing will allow AmeriServe to continue
service to all its current customers. The Company, in cooperation with Tricon
and Burger King, intends to replace this financing with financing from a
traditional debtor-in-possession lender. AmeriServe, headquartered in
Addison, TX, a suburb of Dallas, is the nation's largest foodservice
distributor specializing in chain restaurants, serving leading quick service
systems such as Arby's, Burger King, Chick-fil-A, Dairy Queen, KFC, Long John
Silver's, Pizza Hut and Taco Bell.


AMERISERVE FOOD: Case Summary
-----------------------------
Debtor: AmeriServe Food Distribution, Inc.
         15305 Dallas Parkway Suite
         1600 Addison, TX 75001

Petition Date: January 31, 2000  Chapter 11

Court: District of Delaware      Judge: NA

Debtor's Counsel: Laura Davis Jones
                   Pachulski, Stang, Ziehl, Young & Jones, PC
                   919 North Market St.
                   Suite 1600
                   Wilmington, DE 19801
                   (302) 652-4100

                   James H.M. Sprayregen
                   Kirkland & Ellis
                   200 East Randolph Drive
                   Chicago, IL 60601
                   (312) 861-2000

Total Assets: $ 100 million (estimated)
Total Debts:  $ 100 million (estimated)


AMERISERVE FOOD: Moody's Downgrades All Ratings Following Bankruptcy
--------------------------------------------------------------------
Approximately $1.5 Billion of Debt Securities Affected.

Moody's Investors Service downgraded all ratings of AmeriServe Food
Distribution, Inc., Nebco Evans Holding Company, and AmeriServe Finance Trust.
The rating action was prompted by the bankruptcy filing of AmeriServe Food
Distribution. Ratings downgraded are:

AmeriServe Food Distribution, Inc.

      $125 million secured bank facility to B3 from B1

      $350 million senior unsecured notes, due 2006, to Caa3 from B3

      Senior Unsecured Issuer Rating to Caa3

      $500 million senior subordinated notes, due 2007, to C from Caa1

Nebco Evans Holdings Company

      $100.8 million senior discount notes, due 2007, to C from Caa2

      $250 million senior redeemable preferred stock, due 2008, to c from ca

AmeriServe Finance Trust

      $205 million senior secured notes, due 2006, to Caa1 from B2

The senior implied rating was also lowered to Caa2 from B2. The outlook is
negative. This concludes the review that commenced on November 5, 1999.

The B3 rating on the AmeriServe Food secured bank facility and the Caa1
rating on the AmeriServe Finance Trust senior secured notes reflects that
they are secured by a first and second lien, respectively, on the assets of
AmeriServe and have guarantees from Nebco Evans Holding and subsidiaries. The
Caa3 rating on the AmeriServe Food senior unsecured notes reflect their
seniority to significant amounts of more junior debt and our belief that they
could achieve a partial recovery. The C rating on the AmeriServe Food senior
subordinated notes and Nebco Evans Holdings senior discount notes as well as
the "c" rating on Nebco Evans Holdings senior redeemable preferred stock
reflects the highly leveraged nature of AmeriServe's Balance Sheet and our
belief that a likely distressed enterprise value may result in complete
impairment for these more junior classes of debt.

The negative outlook reflects the uncertainty to potential reorganization
enterprise value because of loss of ongoing relationships with customers and
trade vendors. However, we believe that, as being by far the largest
distributor to quick service restaurants, AmeriServe may be difficult to
replace for many customers and vendors.

AmeriServe Food Distribution, Inc., headquartered in Addison, Texas, operates
39 distribution centers serving the quick service restaurant segment and 14
distribution centers serving the casual dining restaurant segment across the
United States.


ARROW AUTOMOTIVE: Trustee Applies to Employ Accountant
------------------------------------------------------
Joseph H. Baldiga, Chapter 7 trustee in the case of Arrow Automotive
Industries, Inc. requests that the court authorize the employment of Keith D.
Lowey, CPA and Verdolino & Lowey, PC as accountant to the trustee.  
Principals of the firm charge between $145 and $185 per hour.


CELLNET DATA: To be Acquired by Schlumberger Resource Mgemt Services
-------------------------------------------------------------------- CellNet
Data Systems, Inc. (NASDAQ: CNDS), a market-leading provider of telemetry
services, announced today that its Board of Directors has approved a proposed
asset acquisition by Schlumberger Resource Management Services (RMS), a
business unit of Schlumberger Limited (NYSE: SLB), for $55 million in cash,
the repayment or assumption of certain secured financing in the amount of
approximately $120 million, and the assumption of certain other liabilities.

The Schlumberger RMS asset acquisition of CellNet would be handled through a
Chapter 11 filing and would require final approval by the Bankruptcy Court, a
process that CellNet anticipates completing by the end of April 2000. If the
Court approves the proposed transaction in its present form, the CellNet 14%
Senior Discount Notes and those liabilities not assumed by Schlumberger RMS
will share in the $55 million cash noted above. Furthermore, there will be no
value allocated to the current equity of the CellNet common stock (NASDAQ:
CNDS) and the 7% Exchangeable Preferred Securities of CellNet Funding, LLC
(NASDAQ: CNDSP).

The allocation of the distributions (dividends) held in escrow for CellNet
Funding, LLC (NASDAQ: CNDSP) will be subject to review by the Court. In
connection with the filing, Schlumberger RMS will provide
debtor-in-possession (DIP) funding to enable CellNet to continue its ongoing
operations, including, but not limited to, the ongoing provision of network
services, the deployment of networks for its current customers, and the
marketing of its network services to prospective customers.

Upon closing of the acquisition, the DIP funding will be extinguished. John
T. LaMacchia, CellNet president and chief executive officer, said, "This
transaction ensures that CellNet continues to provide superior network
service to its current utility customers, and continues to deploy and market
its networks and technology. After an exhaustive search for short- and
long-term financing, our board determined this acquisition to be the best
available option. "With the provision of the DIP funding and the proposed
acquisition plan, CellNet is able to remove the short-term financial
uncertainty surrounding its ongoing operations. Recognizing the importance of
our suppliers, we intend to contact them as soon as possible regarding our
situation. We value our supplier relationships and are working to keep those
relationships intact as CellNet begins the transition to becoming a part of
the Schlumberger RMS team."

The Company CellNet Data Systems, Inc. is an industry pioneer and leading
provider of low-cost "telemetry services" defined as the ability to transmit
and receive data for the remote monitoring and control of devices. CellNet
networks are the largest and fastest-growing of their kind in the world,
providing connectivity for millions of devices in the energy industry and
other municipal markets. For more Company information visit
http://www.cellnet.com.


CRIIMI MAE: Committee Objects to Suspension of Plan Consideration
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of CRIIMI MAE, Inc. opposes the
CRIIMI MAE Management Creditors' Committee's Motion to suspend consideration
of the plan of liquidation and disclosure statement proposed by the
Creditor's Committee.

The Creditor's Committee states that the Management Committee has no standing
to seek to delay consideration of the CMI Committee's plan because that plan
does not deal with the claims against or assets of Management.   The
Creditor's Committee also alleges that the motion is an improper effort to
reimpose exclusivity.  When exclusivity was terminated the Committees gained
bargaining leverage in plan negotiations, and it provided the CMI Committee a
way to protect creditor interests in the face of declining asset values.  
Based on the Management Committee's view that the debtors' plan is better,
the creditors state that it now seeks to "take away these hard-won rights."  
By freezing consideration of the Committee's plan until after a confirmation
hearing on the debtors' plan, the Management Committee's motion would have
the effect of reimposing exclusivity.

The creditors believe that liquidation is an important alternative
the debtor's plan.  The Committee states that creditors should have the
choice of a plan that would protect them against further erosion of asset
values.  The debtors' plan is fraught with risk to the unsecured creditors.  
The Committee asks that the court should allow both competing plans to be
considered simultaneously.


CRIIMI MAE: Debtors Support Management Committee's Motion
---------------------------------------------------------
The debtors, CRIIMI MAE, Inc., CRIIMI MAE Management, Inc. and CRIIMI
HOLDINGS II, LP file a response in support of the Management's Committee's
motion to suspend consideration of the plan of liquidation proposed by the
Creditors' Committee of CRIIMI MAE, Inc.

The debtor states that its reorganization plan is supported by the Equity
Committee, the Management Committee and at least two of the largest secured
creditors in the CMI case, Merrill Lynch Mortgage Capital Inc. and German
American Capital Corporation, with claims in excess of $400 million, have
agreed to the treatment of their claims under the debtors' amended plan.  The
debtor states that its plan contemplates payment in full of all allowed
creditor claims while preserving an ongoing business.  The liquidation plan
of the CMI Unsecured Creditors' Committee proposes a liquidation of CMI, with
proposed payments to creditors vague and uncertain.  The debtors believe that
consideration of the liquidation plan should be delayed because it is not
supported by another constituency in the case.  And that such postponement
will not prejudice the Committee.


DEVLIEG BULLARD: Reports Net Revenues for Month of November 1999
------------------------------------------------------------------
DeVlieg Bullard Inc. operating as debtor-in-possession since filing Chapter 11
bankruptcy protection, reports net revenues for the month of November 1999 of
$3,679,549 with resulting net losses of $643,027. DeVlieg's total net
revenues since filing for bankruptcy stood at $20,828,730 at the end of
November 1999. The total net losses to that date, from the date of filing,
were $702,050.


DIAMOND ENTERTAINMENT: Accountants Are Replaced
-----------------------------------------------
On January 14, 2000, Diamond Entertainment Corporation's independent public
accountants, Moore Stephens, P.C., terminated its client-auditor relationship
with the company. On January 18, 2000, Diamond's Board of Directors approved
the engagement of Merdinger, Fruchter, Rosen & Corso, P.C. to serve as the
company's independent public accountants and to be the principal accountants
to conduct the audit of the company's financial statements for the fiscal
year ending March 31, 2000, replacing the firm of Moore Stephens, P.C. who
had been engaged to audit the company's financial statements for the fiscal
years ended March 31, 1996, 1997, 1998, and 1999.


DIAMOND ENTERTAINMENT: Moving Principal Executive Offices
---------------------------------------------------------
On January 28, 2000, Diamond Entertainment Corporation was to move its
principal executive offices, including all of its other operations, from its
former address to its new location at 800 Tucker Lane, Walnut, California
91789.


EAGLE GEOPHYSICAL: Court Sets Bar Date
--------------------------------------
Judge Mary F. Walrath entered an order on January 24, 2000 fixing the final
date for the filing of proofs of claim against the debtors.  The Bar Date is
February 29, 2000 at 4:00 PM.


HVIDE MARINE: Announces Officers
--------------------------------
On January 5, 2000, Hvide Marine announced that Eugene F. Sweeney had been
elected President of the company and that Walter S. Zorkers had been elected
its Executive Vice President and Chief Financial Officer. Mr. Sweeney
replaces Jean Fitzgerald, who continues to serve as Chairman and Chief
Executive Officer; Mr. Sweeney also continues to serve as Chief Operating
Officer. Mr. Zorkers replaces John H. Blankley, who resigned to return to the
management of his investment business. Both Messrs. Sweeney and Zorkers were
also elected directors of the company. In addition, John J. O'Connell,
formerly Vice President - Corporate Communications, was elected Senior Vice
President - Corporate Communications and Investor Relations, and Kevin S.
Boyle, formerly Director of Finance and Treasury, was elected Treasurer of
the company.


HVIDE MARINE: Exercises Option To Increase Interest in Carriers
---------------------------------------------------------------
On December 30, 1999, Hvide Marine Incorporated exercised an option to
increase from 50.75% to 75.75% its interest in five double-hulled carriers
delivered between the fourth quarter of 1998 and mid-1999. The exercise price
was approximately $9.6 million, of which $1.0 million was paid in cash and
the balance was paid by a promissory note in the principal amount of
approximately $8.6 million. The note bears interest at the annual rate of
8.5%, is secured by a pledge of certain securities owned by the company, and
is payable in the following semi-annual installments of principal (together
with accrued interest): June 30, 2000 - $500,000; December 31, 2000 -
$500,000; June 30, 2001 - $750,000; December 31, 2001 - $1,000,000; June 30,
2002 - $1,000,000; December 31, 2002 - $1,500,000; June 30, 2003 -
$1,500,000; and December 31, 2003 - $1,836,128.


INCOMNET: Extension of Time To Assume or Reject Lease
-----------------------------------------------------
The debtor, Incomnet, Inc. and its affiliated debtors seek an extension of
time to assume, assume and assign or reject the debtors' headquarters lease.

The debtor intended to file a plan of reorganization on January 31, 2000.  
The plan proposes to resolve all issues outstanding in the cases.
However, if the plan is changed to a liquidating plan, then substantial
changes to the debtor's operations are possible.  The debtor's decision to
assume or reject the lease is integrally linked to the plan, and the debtor
therefore seeks an extension of time within which it may move to assume,
assume and assign, or reject the lease through and including May 1, 2000.  


INTEGRATED HEALTH: Files Chapter 11 Petitions in Wilmington
-----------------------------------------------------------
Bankruptcy Creditors' Service, Inc., launched publication of INTEGRATED HEALTH
BANKRUPTCY NEWS to track the multi-billion reorganization undertaken by
Integrated Health Services, Inc., and its 430-plus debtor-affiliates, before
the United States Bankruptcy Court in Wilmington yesterday morning.  A copy of
the first issue of INTEGRATED HEALTH BANKRUPTCY NEWS is posted at           
http://www.bankrupt.com/ihs.txtand is available at no charge.   

In announcing its Chapter 11 filing, Integrated's management emphasized that
the filing has been organized to permit normal operations of its long term
care facilities and other businesses.

To ensure that the company has the working capital necessary to operate its
business, it has obtained a commitment for up to $300 million in debtor- in-
possession (DIP) financing with Citibank, N.A. IHS has requested the Court's
permission to access the DIP financing to fund normal business operations and
other cash needs during the bankruptcy proceeding.

Because of significant debt repayment obligations, the company has commenced
discussions with its banks and other lenders regarding the restructuring of
the company's debt. The Court protection afforded by Chapter 11 will give the
company an opportunity to develop a plan for reorganization with the goal of
emerging from bankruptcy in a stronger financial position. The company is also
in discussions with some of the owners of the long term care facilities it
operates in an effort to renegotiate or cancel certain unprofitable leases.

IHS is the seventh national provider to file for bankruptcy protection in the
past six months. Other companies which have filed include Vencor Inc., Sun
Healthcare Group Inc., Mariner Post-Acute Network Inc., Lenox Health Care
Inc., Frontier Group Inc., and Newcare Health Corporation.

"The dramatic impact of the implementation of the 1997 Balanced Budget Act on
our revenues and cash flow severely impacted the company's ability to service
our current capital structure," said Robert N. Elkins, Chairman and Chief
Executive Officer. "We believe we are taking the appropriate steps to assure
that we emerge from the reorganization process with a sound capital structure.
During this process, we will not lose sight of our core mission of providing
quality patient care."

Integrated Health Services is a highly diversified health services provider,
offering a broad spectrum of post-acute medical and rehabilitative services
through its nationwide healthcare network. IHS's post-acute services include
home respiratory services, subacute care, long term care and contract
rehabilitation services.   


KEY PLASTICS LLC: S&P Cuts Ratings; Still On Watch Neg
------------------------------------------------------
Standard & Poor's lowered its corporate credit and bank loan ratings on Key
Plastics LLC this week to triple-'C'-plus from single-'B'. In addition, the
subordinated debt rating on the company was lowered to triple-'C'-minus from
triple-'C'-plus. All ratings remain on CreditWatch with negative
implications, where they were placed Nov. 23, 1999. The rating actions
reflect increased concerns regarding Key's current liquidity position.

In November 1999, Key had to amend its bank credit agreement due to
weaker-than-expected operating results. As part of the amendment process, Key
agreed to deliver member commitments to provide the company with additional
equity by Dec. 31, 1999. In mid-December 1999, the deadline for member
commitments was extended to Jan. 31, 2000. Today, the company indicated that
it has received a waiver extending the deadline to Feb. 15, 2000. Unless the
company can find a way to ease current liquidity pressures, there is an
identifiable risk of default over the near term.

Key manufactures plastic components for automobiles. The company's primary
products include door handles, pressurized bottles, and decorative bezels. In
1999, Key acquired the Turin, Italy-based Foggini Group of companies. As a
result of the acquisition, debt levels increased and, at the end of
September, debt totaled about $428 million.

Standard & Poor's will monitor the progress of discussions with lenders and
meet with management to discuss prospects for improving the company's
financial flexibility and liquidity position over the near term. Unless
current liquidity issues are addressed in the near term, ratings are likely
to be lowered, Standard & Poor's said.


LAROCHE INDUSTRIES: Amends Existing Senior Secured Credit Facility
------------------------------------------------------------------
On January 20, 2000, LaRoche Industries Inc., a Delaware corporation, amended
its existing senior secured credit facility in order to postpone certain
reductions in the amount available for borrowing under its revolving credit
facility, which were scheduled to occur on January 20, 2000. In addition, its
lenders agreed to waive the company's obligation to comply with certain
financial covenants under the Credit Facility from January 20, 2000 through
March 10, 2000. The amendment was necessary to provide the company additional
time to evaluate alternatives for meeting its short-term and long-term cash
needs. The amendment to the Credit Facility, among other things, allows the
company to continue to include, through March 10, 2000, unless notified
earlier by the lenders, the value of certain foreign assets in the borrowing
base. Based on current expectations, this amendment will allow the company to
continue to borrow up to the $90 million commitment granted in the Revolving
Credit Facility through March 10, 2000. The lenders may at their sole
discretion, however, disqualify the Deemed Foreign Assets from inclusion in
the borrowing base at any time prior to that date. After March 10, 2000, if
they have not been previously excluded, the Deemed Foreign Assets will no
longer be eligible for inclusion in the borrowing base. As a result of the
reductions in the borrowing base described above, based on current forecasts,
amounts available under the Revolving Credit Facility after March 10, 2000
(or earlier in the lenders' discretion) will not likely be adequate to meet
the company's cash needs. In addition, LaRoche does not expect to be in
compliance on that date with the financial covenants for which it received
the temporary waiver described. Accordingly, additional amendments to the
Credit Facility will be necessary if the company has been unable to secure
alternative sources of financing at that time, though there is no assurance
that the company will be able to secure any such amendments. As of January
20, 2000, the company has approximately $85 million in outstanding borrowings
and letters of credit under the Revolving Credit Facility.


LOEHMANN'S: Taps Ernst & Young as Auditors
------------------------------------------
The debtor, Loehmann's Inc. seeks to retain and employ Ernst & Young LLP as
independent auditors, tax advisors and inventory management consultants.  
Ernst & Young will provide the services pursuant to different arrangements
with the debtor.  The staff pursuant to the Audit and Tax Agreement will be
paid current hourly rates ranging from $498 per hour for partner, $515 per
hour for tax partners, $461 per hour for audit partner, $470 per hour for tax
senior manager. Pursuant to the Inventory agreement, the firm charges an
hourly rate for $461 per hour for audit partner, $398 per hour for internal
audit director, and $286 for internal audit senior manager.


LOEWEN: Statement Relating To Delisting of Shares
-------------------------------------------------
The Loewen Group Inc. (NYSE, TSE: LWN) advises that it now expects that the
New York Stock Exchange will not begin the process of delisting the Company's
shares before February 25, 2000. Based upon previous communications from the
NYSE, the Company had previously announced that, due to continued trading of
the Company's shares at prices below the Exchange's $1 per share standard,
trading on the NYSE could be suspended and the delisting process begun as
early as January 25, 2000.  (Loewen Bankruptcy News Issue 18; Bankruptcy
Creditors' Service Inc.)


NATIONAL HEALTH: Additional Time To File Disclosure Statement
-------------------------------------------------------------
The debtor, National Health & Safety Corporation were granted an extension of
time to file an amended Disclosure Statement.  The debtors shall have until
January 24, 2000 to file an amended disclosure statement with accompanying
plan.  The hearing on such amended disclosure statement is now scheduled for
February 8, 2000 at 9:30 AM.


NUMBER NINE: Committee Taps Counsel
-----------------------------------
The Official Committee of Unsecured Creditors of Number Nine Visual
Technology Corporation requests that the court enter an order authorizing the
Committee to retain Charles A. Dale, III and the law firm Gadby & Hannah LLP
as its counsel in the case.  

The Committee is comprised of seven members: Celestica Asia; Synopsys,
Incorporated; Keystone Venture Capital Management Company; PivotPoint, Inc.;
Century Electronics Manufacturing, Inc.; Outsource Solutions, Inc.; and MAC
Publishing, LLC.


PAGING NETWORK: Agreement and Plan of Merger
--------------------------------------------
On November 7, 1999, Paging Network, Inc., a Delaware corporation, Arch
Communications Group, Inc., a Delaware corporation and St. Louis Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Arch, entered
into an Agreement and Plan of Merger, under which St. Louis Acquisition Corp.
will be merged with and into Paging Network Inc. with Paging Network as the
corporation surviving in the merger. On January 7, 2000, Paging Network, Arch
and St. Louis Acquisition Corp. entered into an amendment to the Merger
Agreement so as to (i) increase the amount of common equity of Vast
Solutions, Inc., a wholly owned subsidiary of Paging Network, that Paging may
set aside for an employee stock option, stock ownership or other similar plan
from 15% to 20% of such equity ownership, and (ii) reduce the aggregate
principal amount of senior secured debt financing Paging Network Inc. and
Arch must secure in order to consummate the merger from $1.5 billion to an
amount not less than $1.3 billion.


PEN-TAB INDUSTRIES, INC.: Rtgs Lowered and Placed on Watch Neg
--------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Pen-Tab Industries
Inc. to double-'C' from single-'B'-plus and its bank loan rating on the
company to triple-'C' from double-'B'-minus. The subordinated debt rating was
lowered to single-'C' from single-'B'-minus. In addition, the ratings are
placed on CreditWatch with negative implications, as the company is expected
to miss its next interest payment on the subordinated debt.

About $180 million of total debt was outstanding as of Sept. 30, 1999.

The downgrades reflect the company's recent announcement that it will not be
able to make the interest payment on its 10.875% senior subordinated notes on
Feb.1, 2000, due to a lack of liquidity. The company is in technical default
under its credit facility and does not have access to its bank lines at this
time.

Pen-Tab is a leading manufacturer of school and office supply products sold
primarily through retail channels. The company manufactures a broad line of
core basic products and, since 1992, also has been selling differentiated,
branded, higher-quality items. -- CreditWire


PHYSICIANS RESOURCE: Signs Definitive Agreement With AmSurg
-----------------------------------------------------------
Ken P. McDonald, President and Chief Executive Officer of AmSurg Corp,
(Nasdaq/NM:AMSGA)(Nasdaq/NM:AMSGB) announced the signing of a definitive
agreement with Physicians Resource Group, Inc. ("PRG") for the purchase by
AmSurg of PRG's interests in a portion of its single specialty ophthalmology
ambulatory surgery centers.

As part of the agreement, AmSurg is currently managing the operations of 15
centers. The agreement provides that AmSurg will purchase PRG's interest in
11 of these 15 centers for approximately $40 million in cash. The agreement
also provides that AmSurg may purchase additional centers upon completion of
satisfactory due diligence.

AmSurg in the last 30 days consummated the purchase of interests in two other
centers in Nevada and California previously affiliated with PRG. Mr. McDonald
remarked, "We are very pleased to be announcing this definitive agreement
with PRG, which, upon consummation, will substantially expand our base of
surgery centers in operation and significantly strengthen our presence in
ophthalmology. As part of our agreement with PRG, effective January 1 AmSurg
began managing the operations of 15 centers. We expect to be better prepared
to operate the centers as majority owners as a result of these interim
management responsibilities."

PRG has filed for bankruptcy in the United States Bankruptcy Court for the
Northern District of Texas. It is a condition to the closing of this
transaction that the Bankruptcy Court approves the terms of the purchase
agreement. Consummation of this transaction, which is expected during the
first half of 2000, is also subject to other customary closing conditions.
The management agreement is also subject to Bankruptcy Court approval.

AmSurg Corp. develops, acquires and manages physician practice-based
ambulatory surgery centers and specialty physician networks in partnership
with surgical and other group practices. At December 31, 1999, AmSurg owned a
majority interest in 63 centers and had 12 centers under development.


RENAISSANCE COSMETICS: Orders Authorize Retention of Professionals
------------------------------------------------------------------
By orders dated January 26, 2000, the Official Committee of Unsecured
Creditors of Renaissance Cosmetics, inc. et al. is authorized to retain Ernst
& Young LLP and E&Y Restructuring LLC as financial advisors to the Committee.


ROBERDS: Outlines Restructuring Process
---------------------------------------
Roberds, Inc. (NASDAQ:RBDSQ) announced a series of changes in its corporate
structure as it prepares to move through the reorganization process pursuant
to its January 19, 2000 petition under Chapter 11 of the bankruptcy laws.

Trading in the company's common stock was halted by NASDAQ at the close of
the market on January 18, 2000. NASDAQ has informally indicated that it will
continue the halt in trading until the company can demonstrate its ability to
meet the listing qualifications for the NASDAQ Small Cap Market on an
on-going basis.

Roberds expects NASDAQ to establish the procedure for demonstrating these
qualifications in the near future. However it is not clear at this time when
NASDAQ will permit the company's common stock to resume trading. NASDAQ has
added a "Q" to the company's stock trading symbol, indicating that the
company is in bankruptcy. The new symbol is RBDSQ. There have been a series
of developments since the company's filing of a petition for bankruptcy on
January 19, 2000, in the Southern District of Ohio, Western Division, Dayton,
Ohio, case number 00-30194.

The court has issued an interim order authorizing the use of cash collateral.
This order permits the company to use cash from its existing line of credit
with BankBoston Retail Finance, Inc. for day-to-day operations. The order is
effective through February 10, 2000.

The court has also issued orders permitting the company to pay pre-petition
wages, benefits, and related items; sales and use taxes; and deposits,
credits, refunds, and other obligations to customers, including those for
customers in Cincinnati and Tampa. Consistent with its announced plans, the
company has engaged Hilco/Great American Group to liquidate the inventory in
the Cincinnati store and Tampa stores and distribution center.

That sale is expected to commence within the next two weeks. The proceeds
from the sale will be used to reduce indebtedness to the existing lender,
BankBoston. The company is negotiating with another asset-based lender to
provide debtor-in-possession ("DIP") financing to be effective February 10,
2000. This new financing will take out the existing arrangement with
BankBoston, and provide intermediate-term financing for the company during
the bankruptcy proceedings. The new financing will permit the company to
resume the regular purchase of inventories for the Dayton and Atlanta
markets.

Mr. Robert M. Wilson, President, said, "We are discontinuing our practice of
issuing monthly sales releases, effective immediately. Going forward,
information on the company's total and comparable store sales will be made
available as part of our quarterly releases of earnings, and detailed sales
information will be included in the quarterly filings with the SEC. In light
of the rapid changes in the business and the need to reduce costs, it is no
longer practical to issue monthly sales.

"A number of our suppliers, contractors, and landlords were unpaid when we
filed for protection on January 19, 2000. We apologize to them, but we were
unable to meet all of our obligations at the time. Formal notices will be
issued to all creditors as part of the bankruptcy process. Those who were
unpaid on the date of filing will be invited to file claims in due course, at
a time to be set by the court.

Employee and customer-related obligations are being honored, pursuant to
court order. We expect to resume payments to suppliers in the normal course
of business once our DIP financing is in place. We also expect to resume
normal retailing and promotional activities at that time. "Roberds' has
approximately 6.3 million shares of stock in the public's hands. We expect to
continue to provide quarterly reports to our shareholders."

Roberds, Inc., which reported sales of $287 million in 1999, is a major
retailer of name brand home furnishings products, including furniture,
bedding, major appliances and consumer electronics. Roberds, with a total of
24 stores in four marketing areas, operates 23 large format superstores: six
in the greater Dayton, Ohio area; nine in greater Atlanta; and eight in
greater Tampa, Florida; and a single megastore in Cincinnati with 250,000
square feet of selling space. Roberds has 1,800,000 square feet of selling
space and 1,122,000 square feet of warehouse space.


SAXON MORTGAGE: S&P Lowers Certificates Ratings, Others Affirmed
----------------------------------------------------------------
Standard & Poor's has lowered its ratings on Saxon Mortgage Securities Corp.
mortgage pass-through certificates series 1994-9 class 1B-5 to triple-'C'
from single-'B', and class 1B-4 to single-'B' from double-'B'. The rating on
Saxon Mortgage Securities Corp. mortgage pass- through certificates series
1995-2, class 2B-3 was lowered to single-'B' from double-'B'. Approximately
US$1.5 million in rated debt is affected.

At the same time Standard and Poor's affirmed its ratings on the remaining
classes of each of these residential mortgage transactions. Approximately
US$42.3 million in debt is affected (see list).

The downgrades of the class 1B-5 and 1B-4 ratings of series 1994-9 result
from continued erosion of the subordination credit support amount for each of
the classes. The remaining credit support amount for each of the classes is
below the amount required at the former ratings levels on both an actual and
projected basis. The downgrade of class 2B-3 of series 1995-2 is due to the
likelihood that additional losses will occur and further deplete the
remaining credit support for such class. Credit support to class 2B-3 is
provided by class 2B-4 only, as classes 2B-5 and 2B-6 have been reduced to
zero.

Each class with ratings affirmed at this time has adequate credit support
provided by the classes subordinate to it. In each case, the current credit
support percentage exceeds the original required percentage on an actual and
projected basis.

Should unfavorable loss performance continue, the ratings of these
certificates may be adversely affected, Standard & Poor's said.


SOURCE MEDIA: Preparing Offer To Exchange Stock
-----------------------------------------------
Source Media Inc. is preparing an offer to exchange common stock for and
solicitation of consents with respect to 13 1/2 % Senior PIK Preferred Stock
Due 2007. The company will be offering to exchange up to 50 shares of its
common stock for each $1,000 of liquidation preference of its preferred stock
that stockholders hold, with the number of shares being determined by the
average closing price of the company's common stock as follows:

      . if the average closing price is higher than $20.00, the number of
shares of common stock to be issued will be the result obtained by dividing
$1,000 by the average closing price,

      . if the average closing price is between $12.00 and $20.00, 50 shares of
common stock for each $1,000 of liquidation preference of the company's
preferred stock will be issued, and

      . if the average closing price is less than $12.00, 1.25 shares of common
stock for each $1,000 of liquidation preference of the company's preferred
stock will be issued and Source Media will have the right, but not the
obligation, to increase the number of shares to be issued. The exchange offer
will be scheduled to expire at 5:00 p.m., New York City time, 30 days after
effective date of the company's registration statement, unless the company
extends it.

Source Media is also soliciting the holders of preferred stock for consent to
remove substantially all restrictive covenants and the definition of one of
the triggering events in the certificate of designation for the preferred
stock. Tenders of shares of preferred stock and consents may be withdrawn at
any time before the consent solicitation expires.


SYMONS INTERNATIONAL: S&P Cuts Ratings
--------------------------------------
Standard & Poor's lowered its rating to 'D' from triple-'C'-minus on the $135
million 9.5% trust-originated preferred securities (TOPrS) issue of Symons
International Group Inc. due 2027.

The downgrade reflects management's announcement that it intends to defer the
semiannual dividend due Feb. 15, 2000, on the TOPrS, Standard & Poor's said.


TRUMP HOTELS: S&P Lowers Ratings
--------------------------------
Standard & Poor's lowered its ratings for Trump Hotels & Casino Resorts
Holdings L.P. (Holdings) and subsidiaries, as listed below.

The current outlook is negative.

The downgrade reflects Standard & Poor's increasing concerns about the
consolidated company's high debt leverage and limited liquidity.

Holdings is the parent of three subsidiaries: Trump Atlantic City, which
consists of the Trump Taj Mahal (Taj), and Trump Plaza; Trump Indiana, which
consists of a riverboat operation in Northern Indiana; and Trump Marina,
which consists of the Trump Marina property in Atlantic City. In an attempt
to create additional financial flexibility and liquidity, management has
sought to refinance debt at the various entities. To date, these efforts have
been unsuccessful.

Currently, debt at Holdings, the parent of Trump Atlantic City and Trump
Marina, is unable to be fully supported by cash flow from the Indiana
riverboat. While cash has been upstreamed from Trump Atlantic City to help
meet Holdings' debt service requirements, this support is limited by the
Trump Atlantic City bond indenture. Moreover, the upstreaming of cash reduces
credit quality at Trump Atlantic City, which is itself highly leveraged.
Operating performance has been adequate at the Plaza and Taj over the last
few years, and some operating upside exists at the Plaza with the closing of
the money-losing World's Fair. Management changes have occurred at the Taj
recently in an attempt to boost performance. However, new competitive
challenges will be faced in Atlantic City in the 2003 timeframe.

Based on current run rates, EBITDA coverage of interest expense for the
consolidated company is just over 1.0 times (x). Trump Atlantic City is the
group's strongest entity, but is being weakened by the credit support it
provides to Holdings. Coverage at Trump Atlantic City is in the 1.2x-1.3x
range. Financial flexibility is limited, as the company does not have a bank
facility, nor does it generate much free cash flow after maintenance capital
expenditures. The only sizable near-term maturities are two issues at Trump
Marina that come due in 2003.

OUTLOOK: NEGATIVE

The outlook reflects the consolidated company's limited liquidity and
financial flexibility. The inability of the Indiana riverboat to meet the
full debt service requirements at Holdings is an immediate concern. The
company continues its efforts to refinance debt to improve its capital
structure.---CreditWire

RATINGS LOWERED

  
Trump Hotels & Casino Resorts Holdings, L.P.
Corp credit rating CCC+ from B-
Senior secured debt CCC+ from B-

Trump Hotels & Casino Resorts Funding, Inc.
Corp credit rating CCC+ from B-
Senior secured debt CCC+ from B-

Trump Atlantic City Associates

Corp credit rating B-
Senior secured debt B-

Trump Atlantic City Funding Inc.

Corp credit rating B-
Trump Atlantic City Funding II, Inc.

Senior secured debt B-
Trump Atlantic City Funding III, Inc.

Senior secured debt B-


UNITED COMPANIES FINANCIAL: Seeks Extension of Exclusivity
----------------------------------------------------------
The debtors, United Companies Financial Corporation, et al. seek a further
extension of their exclusive periods for a period of 90 days, up to and
including May 1, 2000 and June 26, 2000, respectively to allow the debtors to
evaluate, negotiate and seek approval of a proposed sale of substantially all
of their assets which will serve as the basis for the development and filing
of a consensual plan of reorganization.

The debtors received an offer from EMC Mortgage Corporation, a wholly-0wned
subsidiary of The Bear Stearns Companies, Inc. to purchase substantially all
of the debtors' assets for $895 million.  The transaction is subject to the
negotiation and execution of definitive documentation and the submission of
higher and better offers.  The letter agreement also provides that the
debtors may bifurcate the proposed transaction and sell their whole loan
portfolio to another bidder or accelerate the sale of the whole loan
portfolio to EMC.  As of the date of their motion, the definitive
documentation has not been completed.  Alternatively, the debtors and EMC are
evaluating the benefits of structuring the proposed transaction as a stock
sale which would be accomplished under a plan of reorganization.  The debtors
state that they also need time to continue to work with creditors to attempt
to achieve a consensual resolution of intercreditor issues that would affect
distributions under a plan and would like to have an opportunity to discuss
with its different classes of creditors and the Equity Committee strategies
for accomplishing a consensual plan.


VENCOR: Motion To Sell Burbank Hospital to Belmont For $5.725 M
----------------------------------------------------------------------
The Debtors own a property in Burbank, California that includes a closed
acute care hospital. They are spending $10,000 per month for security and
maintenance costs on the Burbank property. On April 1, 1999, they agreed to
sell the Burbank Property to BelmontCorp, d/b/a Belmont Village, for
$5,725,000.

Belmont wants to build a 160-unit assisted living facility and/or senior
residence and wellness center on the property. The sale agreement included a
zoning/site approval contingency. Belmont exercised its rights under this
contingency clause, and terminated the original contract in November 1999,
because it had not yet obtained the necessary zoning and other project
approvals.

The Debtors and Belmont have now negotiated a new contract that extends the
project approval deadline into February 2000. The new contract also allocates
the earnest money among the parties if the sale collapses because Belmont
still cannot obtain the necessary project approvals. The Debtors ask Judge
Walrath to approve the amended Burbank contract. (Vencor Bankruptcy News
Issue 10; Bankruptcy Creditor's Service Inc.)

                            *********

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
by Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

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

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