TCR_Public/000216.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 16, 2000, Vol. 4, No. 33

AUTOBOND ACCEPTANCE: Moody's Downgrades Six Securities
BRADLEES: Amended Filing of Awad Asset Management's Holdings
BUSH LEASING INC: Meeting of Creditors

CELLNET: Suspends Dividends On Preferred Securities
CENTENNIAL CELLULAR: Seeks Consent To Name Change
CHARTER HOSPITAL: Closings Signal Possible Bankruptcy
CONTIFINANCIAL: Third Quarter Net Loss of $114.6 Million
CONXUS COMMUNICATIONS: Trustee Taps FCC Special Counsel

DECISIONONE: Names George De Sola CEO
DECISIONONE: Terms of Prepackaged Restructuring Agreement
FILENE'S BASEMENT: Definitive Purchase Agreement Reported to SEC
FRUIT OF THE LOOM: Appoints Robert E. Nason to Board of Directors
FRUIT OF THE LOOM: Seeks Extension to File Schedules/Statements

FRUIT OF THE LOOM: To Wind Down Pro Player
GENERAL RENTAL: Order Authorizes Retention of Context Capital
GEOTELE: Last Date to File Proofs of Claim
GLOBAL OCEAN CARRIERS LTD: Greek Shipping Firm Files Chapter 11
GRAND UNION: Struggles Since Emerging from Bankruptcy

GULF STATES STEEL: Annual Meeting Set For March 8, 2000
HARVEY ELECTRONICS: Quits Merger Agreement
HOME HEALTH: Order Extends Exclusivity
HOME HEALTH: Order Extends Time To Assume/Reject Leases

JUMBOSPORTS: Order To Show Cause
KEY PLASTICS: Executes Second Amendment To Sr. Credit Facility
LEAP WIRELESS: Moody's Assigns Caa2 To Sr Notes
OMEGA HEALTHCARE: Announces Negotiations With Bank Group
PETSEC ENERGY: Subsidiary Signs $30 Million Credit Facility

PRIMARY HEALTH SYSTEMS: T0 Phase Out Mt. Sinai Medical Center
PROXYMED: Announces 1999 Fourth Quarter and Year-End Results
SHOE CORPORATION: J. Baker Signs Agreement
STYLESITE MARKETING: Proposed Sale of Substantially All Assets
TULTEX CORP: Committee To Hire KPMG, LLP as Accountants

UNITED COMPANIES FINANCIAL: Equity Opposes Exclusivity Extension
VLASIC FOODS: Moody's Lowers Ratings
WASTEMASTERS INC: To Take Possession of Rye Creek Landfill


The Trustee, in consultation with counsel for the Creditors'
Committee and NationsCredit Commercial has evaluated the claims
asserted by Hayes in the Georgia Litigation and concluded that it
would be in the interest of the estates of Hayes and its
affiliated debtors not to prosecute the claims asserted by Hayes
against the Former Hayes Executive.  Therefore, the Trustee seeks
to dismiss the claims asserted by Hayes in exchange for the
former executive agreeing to enforce any judgment granted only
against the Insurance policy and not against any other property
or assets of Hayes.  The motion represents that the former Hayes
Executives' claims for libel and certain related claims for
punitive damages and attorneys' fees may be covered under a
certain insurance policy issue by St. Paul Fire & Marine
Insurance Col. for the benefit of Hayes.

By order dated January 27, 2000, the plan of reorganization of
the debtor, Anesthesia Solutions, Inc. has been confirmed.

The debtor is directed to transfer assets under the plan to NCFE,
to preserve the debtor's business as a going concern for the
benefit of NCFE and the debtor's creditors under the plan.

All outstanding shares and any other equity interests in the
debtor whether currently owned by Global Management Resources,
Inc. or others are, deemed cancelled as of the Effective Date.

Donald H. Ayers shall become the sole director of the debtor and
shall serve as such until he resigns or is replaced by the

The Board of Directors is directed upon the Effective Date to
issue 100 shares of the debtor's common stock to NCFE, which
common stock shall be all of the issued and outstanding shares of
the stock of the debtor.

AUTOBOND ACCEPTANCE: Moody's Downgrades Six Securities
Moody's Investors Service has downgraded the ratings on six
classes of securities issued from AutoBond securitizations. The
complete rating actions are as follows:


Downgraded from B3 to Ca:

AutoBond Class A Automobile Loan-Backed Certificates:

7.23% Class A Certificates, Series 1995-A

AutoBond Class A Automobile Loan-Backed Notes:

7.78% Class A Notes, Series 1997-A

Downgraded from Caa2 to Ca:

AutoBond Class A Automobile Loan-Backed Certificates:

7.15% Class A Certificates, Series 1996-A

7.73% Class A Certificates, Series 1996-B

7.45% Class A Certificates, Series 1996-C

7.37% Class A Certificates, Series 1996-D


The current rating actions were prompted by a significant spike
in chargeoffs across the six AutoBond transactions during the
November 1999 collection period. The spike in chargeoffs, which
can largely be attributed to the successor servicer recognizing
losses on highly delinquent loans, left each of the Class A
securities undercollateralized by 20% to 50%. Although the 1995-A
transaction reported an error in the November numbers and showed
no undercollateralization for the December 1999 collection
period, Moody's believes that there is a high risk of ultimate
default on this and the other five Class A securities, and the
default risk and expected loss severity is consistent with a Ca

Moody's has been notified that AutoBond Funding Corporation 1997-
A filed a voluntary petition for a Chapter 11 case with the US
Bankruptcy Court for the District of Nevada, Reno Division, on
February 10, 2000. That fact is incidental to the current rating

Moody's will continue to maintain ratings on all these securities
for the benefit of investors, provided it continues to get
adequate information.


AutoBond Acceptance Co., with headquarters in Austin, Texas, and
its affiliated entities have been originating subprime automobile
loans since 1994.

BRADLEES: Amended Filing of Awad Asset Management's Holdings
In an amended fling with the Securities & Exchange Commission,
Bradlees Inc. reports that Awad Asset Management, Inc., as of
December 31, 1999, beneficially owns 1,286,590 shares of its
common stock, representing 13.16% of the outstanding common stock
of the company.  Awad has sole voting and dispositive power over
the stock.

BUSH LEASING INC: Meeting of Creditors
A chapter 11 bankruptcy case concerning Bush Leasing Inc aka Bush
Transportation Systems was filed on January 11, 2000.  A meeting
of creditors is set for March 15, 2000 at 10:00 AM at 40 West 4th
Centre, Room 340, 40 West Fourth St., Dayton, Ohio.

Attorney for the debtor is:
Shawn M. Riley
2100 Bank One Center
600 Superior Avenue E
Cleveland, Ohio

CELLNET: Suspends Dividends On Preferred Securities
CellNet Funding, LLC (Nasdaq:CNDSP), a wholly owned subsidiary of
CellNet Data Systems, Inc. (Nasdaq:CNDS), has suspended the
quarterly dividend on its 7% Exchangeable Preferred Securities
Mandatorily Redeemable 2010.

The distribution, if any, of the proceeds from the U.S. Treasury
obligations presently held in escrow for the payment of cash
dividends on these securities through June 1, 2001 is under
review by the Company, and will be subject to a Plan of
Reorganization of CellNet Funding and the final approval of the
Bankruptcy Court.

CellNet Funding, LLC and CellNet Data Systems, Inc. filed
voluntary petitions for protection under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court in Delaware
on February 4, 2000.

CENTENNIAL CELLULAR: Seeks Consent To Name Change
Centennial Cellular Corporation has obtained the written consent
of certain of its stockholders of record as of February 4, 2000
to approve an amendment to its Amended and Restated Certificate
of Incorporation to change the company name from "Centennial
Cellular Corp." to "Centennial Communications Corp."   The
company's Board of Directors has also approved the amendment.

The company indicates the new name is intended to better reflect
the various communication services offered by it. The change of
the corporate name will not in any way affect the validity or
transferability of stockholders stock certificates or the
company's capital structure. There will be no requirement that
stockholders surrender or exchange stock certificates for new

CHARTER HOSPITAL: Closings Signal Possible Bankruptcy
This month's fast-paced closing and consolidation of Charter
Behavioral Health Systems (CBHS) facilities reflects an
aggressive effort by the nation's largest psychiatric hospital
chain to remain financially viable, according to Mental Health
Weekly. Thirty-three hospitals have been closed or consolidated,
and 4,800 jobs have been eliminated. Rumors of bankruptcy
continue, given the company's financial position, and at least
five lawsuits have been filed on behalf of laid-off workers
seeking lost wages. CBHS is also awaiting the outcome of an
ongoing federal probe into Medicaid and Medicare billing
practices at its facilities. A spokesperson for the company said
that the bankruptcy rumors are the result of the company's being
open about the steps it planned to take to restructure itself.
Although most of the 33 facilities have been closed, about 600
patients remain in some of the hospitals. Information on the
closings is available at

CONTIFINANCIAL: Third Quarter Net Loss of $114.6 Million
ContiFinancial Corporation (OTCBB: CFNI) (the "Company") today
announced that it has incurred a net loss of $114.6 million or
$2.46 per share for its third fiscal quarter ending December 31,
1999, as compared with a net loss of $58.8 million or $1.27 per
share for the three months ended December 31, 1998.

The loss is in part due to the following factors:

- The fair value adjustment of interest-only and residual
certificates, which accounted for $32.3 million of the net loss.
The estimate of aggregate lifetime credit losses as a percentage
of the original pool balances for the ContiMortgage/ContiWest
portfolio was increased to 4.85% at December 31, 1999. -
Other charges of $33.4 million which primarily relate to reserves
taken against certain receivables from affiliates and others as
well as severance and other staff retention costs.

As a result of the loss, stockholders' equity has been reduced to
a deficit balance of $477.8 million.

The Company's bank credit facilities and its warehouse facilities
expire on March 31, 2000. The Company believes it will have
sufficient liquidity to meet its obligations until March 31,
2000. However, the Company does not currently have sufficient
financial resources to repay borrowings under the bank
facilities on such date, and no assurance can be given that the
Company will be able to extend, renegotiate or refinance any of
the facilities. The Company does not expect that the proceeds it
would receive on consummation of any sale of its assets (as
discussed below) would be sufficient to allow the Company to
repay the bank facilities and the senior notes or to replace its
existing warehouse facilities. Accordingly, the Company
anticipates that it will be necessary to restructure its
outstanding debt, including the bank facilities and the senior
notes, by the commencement of reorganization proceedings under
Chapter 11 of the Bankruptcy Code.

During the fiscal quarter ended December 31, 1999, the Company
and its advisors (Lehman Brothers and The Blackstone Group)
identified and contacted potential parties to pursue one or more
strategic alternatives. The Company has received indications of
interest from several of such parties for the purchase of various
groups of assets of the Company, and the interested parties have
been conducting reviews of the Company and the Company's assets.
No assurance can be given that the Company will be able to sell
any or all of the Company's assets. The Company expects that any
sale of assets to an interested party will be consummated under
the supervision of a bankruptcy court.

On January 3, 2000, the New York Stock Exchange ("NYSE")
announced that trading in the stock of the Company was to be
suspended on January 5, 2000. Following suspension the NYSE
applied to the Securities and Exchange Commission to delist the
Company. The NYSE's action was taken because ContiFinancial did
not meet the NYSE's listing standards.

See the Company's quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on February 14, 2000 for more

CONXUS COMMUNICATIONS: Trustee Taps FCC Special Counsel
Chapter 7 Trustee, James E. O'Neill III for the estate of the
debtor, Conxus Communications, Inc. et al. seeks court
authorization to employ the law firm of Lukas, Nace, Gutierrez &
Sachs as FCC special counsel.

The firm's normal hourly billing rates range from $290 per hour
for partners to $90 per hour for law clerks.

DECISIONONE: Names George De Sola CEO
DecisionOne Holdings Corp. (OTC Bulletin Board: DOCI) announced
the appointment of George De Sola as its new Chief Executive
Officer, effective February 9, 2000.  Prior to his appointment,
Mr. De Sola was Group Executive at Inacom Corporation, and
previously held senior level positions at MCI Communications, and
AT&T, among others.

The company also announced that, with the unanimous support of
the relevant creditor groups, it today submitted its prepackaged
plan of reorganization for confirmation by filing a Chapter 11
petition in the U.S. Bankruptcy Court in Wilmington, Del.  The
company said that, of the creditors who voted in its pre-petition
solicitation of consents, 100% of eligible voters approved the
plan of reorganization.  Eligible voters were the company's bank
lenders as well as holders of its 14% Senior Notes due 2006.

"The submission of our prepackaged plan is a watershed event for
the company, marking the final phase of DecisionOne's
restructuring process," said Mr. De Sola.  "Indeed, the results
of our solicitation demonstrate the depth of support for our
restructuring among the parties who will ultimately constitute
our new owners."

Mr. De Sola recently served for five years at Inacom Corporation,
where he was responsible for that company's computer services
business and telecommunications subsidiary.  

DECISIONONE: Terms of Prepackaged Restructuring Agreement
Under the terms of the prepackaged restructuring agreement,
DecisionOne's bank lending group would exchange approximately
$542 million in existing indebtedness for approximately 94.6% of
the reorganized company's equity and $ 250 million in new senior
secured bank debt.

The holders of the company's 9-3/4% Senior Subordinated Notes due
2007 would exchange their Notes for approximately 5% of the
reorganized company's equity and warrants to purchase up to an
additional 10.8% of the reorganized company's equity at various
exercise prices.  The holders of the 11-1/2% Senior Discount
Debentures due 2008 issued by DecisionOne Holdings Corp., and
DecisionOne Holdings' other unsecured creditors would receive a
total of approximately 0.4% of the reorganized company's equity.  
The holders of the common stock of DecisionOne Holdings Corp.
would not receive any distribution under the terms of
the agreement, and such stock would be cancelled.

The agreement further provides that the holders of the company's
14% Senior Notes due 2006 would exchange their Notes for warrants
to purchase up to 6.2% of the reorganized company's equity at
various exercise prices.

Employing more than 5,000 people, DecisionOne is the largest
independent provider of multivendor computer maintenance and
technology support services in North America.  Headquartered near
Philadelphia, PA, the Company provides services for a broad range
of computing environments, from the data center to the desktop,
through one of the industry's largest service infrastructures.
DecisionOne has an impressive roster of customers, representing
more than 50 percent of Fortune 1000 companies.  For more
information regarding DecisionOne, refer to the DecisionOne web
site at

FILENE'S BASEMENT: Definitive Purchase Agreement Reported to SEC
Value City Department Stores, Inc. and Filene's Basement Corp.
have announced that Base Acquisition Corp., a wholly-owned
subsidiary of Value City, has signed a definitive purchase
agreement to acquire substantially all of the assets and assume
certain liabilities of Filene's Basement. The closing is
anticipated to take place between the end of February and
mid-March. In the interim, Base Acquisition will assume temporary
management of Filene's Basement pursuant to a Management
Agreement. Both agreements are subject to Bankruptcy Court

Filene's Basement has been operating its business as a debtor-in-
possession subject to the jurisdiction of the United States
Bankruptcy Court for the Eastern District of Massachusetts since
filing for relief under Chapter 11 of the United States
Bankruptcy Codes on August 23, 1999.

The company, which will retain the valuable Filene's Basement
name, currently operates 14 Filene's Basement and eight Aisle 3
stores. It plans to close all of the Aisle 3 stores and is
considering re-opening its three Filene's Basement stores in
Washington D.C. This would leave Filene's Basement with key
stores in Washington, New York, Chicago and Massachusetts,
including its flagship store located in downtown Boston.

Value City Department Stores Inc. currently operates 105 full-
line, off-price department stores offering men's, women's and
children's apparel, shoes, housewares, domestics, toys, sporting
goods, jewelry and health and beauty aids. The stores are located
in the midwest, mid-Atlantic and southeast, with thirteen new
stores scheduled to open in the St. Louis metropolitan area
within the next 90 days.

Additionally, Value City owns and operates the 58-store DSW Shoe
Warehouse chain with locations, in major cities throughout the
U.S., including stores in Framingham and Holyoke, Massachusetts.
Since 1984, Value City has had a distribution center in
Lynnfield, Massachusetts, which will assist in keeping the
regional stores stocked with new merchandise on a regular basis.

Based on the proposed purchase agreement, it is not expected
there will be any proceeds remaining for stockholders. The total
price to purchase all of the assets, and assume specified
liabilities, was approximately $89 million, subject to
adjustment. The agreement contemplates payment in full
to secured creditors and post-petition unsecured claims. Any
remaining proceeds will be applied against pre-petition unsecured
claims. The agreement is subject to a number of conditions before
closing and to approval of the Bankruptcy Court.

FRUIT OF THE LOOM: Appoints Robert E. Nason to Board of Directors
Fruit of the Loom, Ltd. (NYSE: FTL), today announced the
appointment of Robert E. Nason to its Board of Directors. The
Company indicated that Mr. Nason will be appointed to the Audit

Mr. Nason will be joining Fruit of the Loom following a 40-year
career with Grant Thornton, one of the world's largest accounting
and management consulting firms culminating with an eight-year
term as Executive Partner and Chief Executive Officer from 1990
to 1998.

"We are very excited that someone of Bob's caliber is joining the
Board," said Sir Brian Wolfson, Chairman of the Board.  "He
brings a wealth of knowledge and leadership from his career in
accounting and management consulting and the perspective of a
Chief Executive of a successful company. His expertise will be
invaluable to us as we seek to complete our restructuring and
restore the financial and operational strength of Fruit of the

As previously announced, Fruit of the Loom, Ltd. and certain of
its U.S. subsidiaries have filed voluntary petitions with the
U.S. Bankruptcy Court for the District of Delaware to reorganize
under Chapter 11 of the U.S. Bankruptcy Code.

Fruit of the Loom, Ltd. is one of the world's leading marketers
and manufacturers of basic family apparel. The Company
manufactures and markets men's and boys' underwear, women's and
girls' underwear, printable activewear, outerwear, casualwear,
sportswear and childrenswear.  Fruit of the Loom employs
approximately 37,000 people in over 60 locations worldwide.

Brand names include FRUIT OF THE LOOM(R), BVD(R), GITANO(R), and
SCREENSTARS(TM).  Licensed brands include MUNSINGWEAR(R), and
WILSON(R). Licensed apparel bearing the logos or insignia of the
major sports leagues and their teams and certain popular players
in the leagues, and the logos of most major colleges and
universities, are marketed under the PRO PLAYER(R) and FANS
GEAR(R) brands.

FRUIT OF THE LOOM: Seeks Extension to File Schedules/Statements
Fruit of the Loom, Inc., et al., seeks a court order providing an
extension of thirty days, until March 31, 2000, for the debtors
to file Schedules and Statements.  

Fruit of the Loom states that the preparation and finalization of
its schedules and statements is extensive and will be voluminous.  
The debtors' business operates in several countries, and the
debtors have recently changed general bankruptcy counsel in these
cases from Katten Muchin & Zavis to Milbank, Tweed, Hadley &
McCloy LLP.  Fruit of the Loom claims that it has been busy
handling a vast number of critical administrative and business
decisions.  Fruit of the Looom has several thousand creditors and
parties in interest and 34 affiliated debtors.

FRUIT OF THE LOOM: To Wind Down Pro Player
Fruit of the Loom, Ltd. (NYSE: FTL) announced that as part of its
operational reorganization, Bankruptcy Court approval has been
sought to proceed with an orderly wind-down of the Pro Player
Sports & Licensing Division ("Pro Player"), which includes its
wholly-owned subsidiaries, Salem Sportswear, Inc. and Pro Player,
Inc.  In its motion filed with the Bankruptcy Court, the Company
indicated that it was not foreclosing the possibility of selling
Pro Player as a going concern, if acceptable offers are received
before the February 23rd, 2000 Bankruptcy Court hearing scheduled
on the motion.  Pro Player is a leading supplier of licensed
apparel bearing the trademarks and logos of professional
sports and collegiate teams.

In 1999, Pro Player had revenues of about $160 million and
approximately 500 employees.  Pro Player holds licenses with the
National Hockey League, the National Football League, the
National Basketball Association, Major League Baseball and Wilson
Sporting Goods Co.

As previously announced, on December 29, 1999, Fruit of the Loom,
Ltd. and certain of its U.S. subsidiaries filed voluntary
petitions with the U.S. Bankruptcy Court for the District of
Delaware to reorganize under Chapter 11 of the U.S. Bankruptcy

"It is our fiduciary obligation to maximize the value of the
Company for its creditors," said Dennis Bookshester, Acting Chief
Executive Officer of Fruit of the Loom.  "Unfortunately, it is
clear that the financial resources required to maintain this
division could be better deployed in our core business of retail
and activewear.  Fruit of the Loom's other operations will not be
affected by the wind-down of Pro Player."

GENERAL RENTAL: Order Authorizes Retention of Context Capital
By order Entered on February 8, 2000 by Judge Sue L. Robinson, US
Bankruptcy Court for the District of Delaware, the debtor,
General Rental, Inc. is authorized to retain Context Capital
Group as its exclusive investment banker.

GEOTELE: Last Date to File Proofs of Claim
On February 2, 2000, the US Bankruptcy Court for the Southern
district of New York entered an order setting March 20, 2000 at
5:00 PM as the last date and time for filing proofs of claim
against Geotele.Com, Inc.

GLOBAL OCEAN CARRIERS LTD: Greek Shipping Firm Files Chapter 11
Global Ocean Carriers Ltd., Athens, and 14 affiliates filed for
chapter 11 protection in the District of Delaware yesterday,
according to a newswire report. Global listed assets of $92
million and liabilities of $178 million. Its Marine Services
Corp. affiliate listed Norwest Bank Minnesota as the indenture
trustee for an unsecured and unspecified claim of $126 million.
Global specializes in owning and operating feeder container
vessels and dry bulk carriers. Last month the company said it had
a reorganization plan under which current shares would be
extinguished and an issue of new shares would be acquired by
Marmaron Co., an affiliate of the Tsakos shipping family that is
said to have a controlling interest in Global. Global also said
that holders of more than 67 percent of its 10.25 percent notes
due 2007 had agreed to accept 50 cents cash for every dollar of
principal amount of notes. (ABI 15-Feb-00)

GRAND UNION: Struggles Since Emerging from Bankruptcy
Grand Union Co., Wayne, N.J., announced yesterday that it was
ousting J. Wayne Harris as CEO, chairman of the board and a
director effective immediately, and that Jack Partridge resigned
as vice chairman, chief administrative officer and a director,
according to Reuters. The company has named Gary Philbin, its
president, as the new CEO. The company has not turned a yearly
profit in the last decade and has seen its stock price fall from
about $14 in September to $4.50 yesterday. Last week the company
reported a larger-than-expected loss for the third quarter. Two
years ago, nearly half of Grand Union's directors resigned in
protest over a 1998 restructuring under bankruptcy. "There is a
lot of shareholder dissatisfaction with the behavior of the stock
price. I do think management coming out of chapter 11 has done a
very good job initially of boosting cash flows...but this year it
seems like they hit the wall with any further levels of
improvement," said analyst Jeffrey Wiegan of Robotti & Co. (ABI

GULF STATES STEEL: Annual Meeting Set For March 8, 2000
Notice is being sent to stockholders of Gulf States Steel Inc. of
Alabama, that the annual meeting of the company will be held on
Wednesday, March 8, 2000, at the offices of Watermill Ventures,
Ltd., 800 South Street, Suite 355, Waltham, MA at 4:30 p.m. for
the following purposes:

1.   To elect seven (7) members to the Board of Directors to hold
office until the next annual meeting of stockholders and until
their successors are duly elected and qualified.

2.   To consider and act upon a proposal to ratify the
appointment of Arthur Andersen LLP as the company's independent
auditors for the fiscal year ending October 31, 2000.

3.   To transact such other business as may be properly brought
before the annual meeting.

The Board of Directors has fixed the close of business on January
31, 2000, as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.

HARVEY ELECTRONICS: Quits Merger Agreement
Harvey Electronics, Inc. and, Inc. have mutually
agreed to terminate their agreement in principle to merge.

Franklin Karp, President of Harvey, stated that "The two
companies were unable to conclude the negotiation of final terms
of the proposed merger. Harvey is now reviewing our alternatives
and developing a strategic plan for enhancing shareholder value."

Harvey Electronics is a New York based retailer of high quality,
exclusive home theater and audio products.  The company currently
operates six Harvey locations:  two in Manhattan and four
suburban locations in Paramus, New Jersey; Mt. Kisco, New York;
Greenwich, Connecticut; and in Greenvale/Roslyn, on the north
shore of Long Island.  The new Bang & Olufsen branded store in
the Union Square area of lower Manhattan is the company's seventh

Health Management Consultants Inc., Miami, and 13 of its
affiliates have filed for chapter 11 protection in the District
of Delaware, according to a newswire report. In papers filed
yesterday, President David Nesslein said the company had up to $1
million each in assets and liabilities, but the list of 20
largest unsecured creditors includes about $4 million in claims.
The largest claim of $3.7 million is for a government contract
held by Medicare Federal HIB of Columbia, S.C. Included in the
filing are Mederi affiliates from 10 Florida counties, plus
United Home Health Services Inc. and United Home Health Services
of Cook Country and St. Louis. (ABI 15-Feb-00)

HOME HEALTH: Order Extends Exclusivity
By order dated February 8, 2000, the US Bankruptcy Court for the
District of Delaware entered an order granting the debtors, Home
Health Corporation of America, Inc., et al. a further extension
of time during which they have the exclusive right to file a plan
or plans of reorganization through March 31, 2000; and the
debtors are granted an extension fo0 time to solicit acceptances
of their plan or plans of reorganization through May 30, 2000.

HOME HEALTH: Order Extends Time To Assume/Reject Leases
By order dated February 8, 2000, the US Bankruptcy Court for the
District of Delaware entered an order granting the debtors, Home
Health Corporation of America, Inc., et al. a further extension
of time within which to assume or reject their unexpired leases
of nonresidential real property.  The time within which the
debtors may assume or reject their unexpired leases is extended
for an additional 90 days or until May 15, 2000.

JUMBOSPORTS: Order To Show Cause
The court ordered the debtors to file a plan and disclosure
statement by January 21, 2000. The debtor has failed to file such
a disclosure statement and plan as of February 10, 2000. A
hearing will be held on March 2, 2000 for the debtors to show
cause why the court should not dismiss or convert the cases.

KEY PLASTICS: Executes Second Amendment To Sr. Credit Facility
On January 31, 2000, Key Plastics L.L.C. executed a second
amendment to its Senior Credit Facility, which, among other
things, extended to February 15, 2000 the terms of a previously
reported modification to the Facility that had been agreed to by
the company, the agent and lenders on December 15, 1999.

In addition to the second amendment, the previously reported
Maintenance/Support Agreement executed by certain shareholders of
the company's majority member, Key Plastics Holdings, Inc., was
also amended on January 31 to extend until March 1, 2000 the time
period in which the shareholders have agreed to contribute $5
million to the company if it is unable to borrow under its Senior
Credit Facility. A $4 million contribution by the shareholders to
Key Plastics which, as previously reported, was required under
the Maintenance/Support Agreement to be made on or before
December 20, 1999, was made as required.

LEAP WIRELESS: Moody's Assigns Caa2 To Sr Notes
Moody's Investors Service assigned a Caa2 rating to Leap Wireless
International, Inc. for its senior notes and senior discount
notes both due 2010. Moody's also assigned a B3 senior implied
rating and a Caa2 issuer rating. The outlook for all these
ratings is stable.

The ratings reflect the very early stage of development of Leap's
operations in the US and Chile, an appealing but as yet unproven
Cricket business strategy, and the very high leverage of the
issuer in an increasingly competitive wireless industry. The
rating on the notes reflects their structural subordination to a
significant amount of secured debt being provided by Leap's
vendors, as well as a smaller amount of license debt owed to the
FCC. In the US, this vendor financing is secured by the stock and
assets of all of Leap's US operating and license subsidiaries.

Leap Wireless operates digital wireless communications networks
in two countries, the US and Chile, with a minority interest in a
Mexican PCS operator. In the US, the service is marketed under
the Cricket brand name with a strategy of evolving mobile
wireless communications into a mass consumer product.

Cricket is a 100% prepaid offering, with a flat rate for
unlimited local calls. In order to build a network that can
support this type of all-you can eat plan, the Cricket offering
does not permit roaming. Pro forma for pending acquisitions, Leap
has wireless licenses covering approximately 30 million people in
the US, and has been offering service in Chattanooga since March
1999 and launched in Nashville in February 2000.

In Chile, Leap recently assumed full control of Smartcom, holder
of a nationwide PCS license in that country. Here Leap recruited
new management, upgraded the network and relaunched the service
under a new brand name in November 1999.

The Cricket business plan is quite unique, and the timing of its
entry into the wireless market is propitious. The wireless
industry penetration rate is expected to move from around 30%
currently to over 60% in the medium term, and the vast majority
of this subscriber growth will come from the demographic that
Cricket is targeting: those new to wireless who don't want to pay
much more for wireless than they are already paying for their
landline service. In Chattanooga, there are already six wireless
carriers. With slight variations, all these carriers are vying
for a higher-end wireless customer willing to spend at least $40
per month, and hopefully more, for mobile wireless telephony. The
Cricket model begins with a consumer price point well below the
competitors (currently $30 per month) and seeks to maximize
penetration while controlling costs rather than to maximize
revenue per customer. In Chattanooga, Cricket has been quite
successful, attracting 22,000 subscribers in its first 10 months
of service for a penetration rate of 7% of the people in its
service area, and these customers are using their Cricket phones
for over 1,000 minutes per month on average.

However, as Leap launches the Cricket brand across the rest of
its markets, competing carriers are quite likely to defend their
market shares more aggressively and target the same demographic
to which Cricket is appealing. While the networks of these
established wireless carriers were not designed to handle the
volume traffic that Cricket's Chattanooga subscribers are
generating, this can be solved with time and money. Further,
recent announcements from the FCC regarding the promotion of a
"calling party pays" option will give the established carriers a
new tool to help them compete with Cricket to capture their share
of the subscriber growth from those who are new to wireless.

To exploit its current advantage of network design and product
position, Leap aims to build network in 15 more markets by the
end of 2000, offering service to approximately 7 million people.
A second buildout phase for 2001-2002 will bring the number of
markets to around 25 with a covered population of 19 million.
This will require significant financing that is currently
contemplated to come from Leap's vendors. Leap has also expressed
interest in acquiring additional spectrum in the US, but has
stated that further spectrum and market buildout will be financed
with additional equity.

In Chile, Leap's Smartcom operation does not utilize the Cricket
business model employing instead a more traditional post-paid,
nationwide coverage service offering. While Leap has taken steps
to improve the management and network capabilities in Chile, this
operation will likely require additional capital to grow and is
already encumbered by over $200 million of debt obligations.
While Moody's believes that Chile (Baa1 sovereign rating for
foreign currency debt) is one of the most stable economic and
political environments in Latin America, this emerging market
risk is still evident. For this reason and due to its additional
capital requirements, in Moody's opinion Leap's Chilean
operations have a slightly negative effect on the Leap credit.

In Mexico, Leap owns 29% of Pegaso a PCS operator with nationwide
license coverage and service in four of Mexico's largest cities.
Pro forma for an investment in Pegaso from Sprint PCS, Leap's
ownership will reduce to 20%. The early success of the Pegaso and
its local sponsorship as well as that from Sprint PCS, alleviate
Moody's credit concerns regarding Leap's Mexican exposure.

Going forward, as Leap is able to replicate its success in
Chattanooga across its other markets and the Chilean operations
become self-funding, Moody's will reassess these ratings. The
key's to Leap's success are no different from other wireless
carriers: subscriber growth and the efficient use of capital,
among others. It remains to be seen how well the Cricket concept
can promote these ends when deployed on a larger scale.

Based in San Diego, California, Leap Wireless International is a
wireless communications carrier with licenses covering 30 million
people in the US, 15 million in Chile, and a minority interest in
a Mexican carrier with licenses covering 100 million people in
that country.

OMEGA HEALTHCARE: Announces Negotiations With Bank Group
Omega Healthcare Investors, Inc. (NYSE:OHI) (the "Company" or
"Omega") announced that it is in negotiations with its senior
bank group, led by Fleet Bank, for a possible extension of its
existing line of credit due to expire in September 2000.

David A. Stover, Chief Financial Officer, commented: "We have
initiated early efforts with Fleet to extend our line of credit
in order to alleviate concerns about this and other liquidity
issues for the Company. We have also engaged J.P. Morgan & Co. to
provide financial advisory services, including specific
assistance with respect to our existing fixed-rate debt, both
notes and convertible subordinated debt, which is due through
early 2001."

Essel W. Bailey, Jr., Chief Executive Officer, stated: "J.P.
Morgan has been involved in several of our term debt issues and
adding their support in addressing those elements of our
liquidity will be beneficial to us and to the market."

Mr. Bailey also commented on the recent Chapter 11 filing by
Integrated Health Services. "We are actively working to manage
the financial difficulties our customers are suffering, and have
ongoing negotiations with Integrated. Integrated owns eleven
properties which are subject to mortgages involving an Omega
investment of $55 million. The mortgaged properties have
operating coverage exceeding 2.0 and the notes are current in all
respects, including the payment of interest subsequent to the
bankruptcy court filing. We are discussing the status of the one
$10 million property leased to Integrated which provides Omega
revenues of approximately $110,000 per month that is performing
at less than 1.0 coverage; our objective is to come to an agreed
rental rate which is supported by current and potential
operations of that property."

With respect to properties managed by an Integrated subsidiary
for Lyric Healthcare LLC, an entity partially owned by
Integrated, Mr. Bailey commented: "Lyric continues to perform in
accordance with all its agreements. Neither Lyric nor any
Integrated subsidiary which manages or has an interest in Lyric
has filed for bankruptcy reorganization. Lyric properties are in
two master leases and have coverages of 1.5. All Lyric rental
payments, including those due subsequent to the Integrated
filing, are current. Based on conversations with Lyric, we
anticipate that it can and expects to continue to operate
successfully, notwithstanding the filing of bankruptcy by

Mr. Bailey further stated: "We actively manage our portfolio,
continuing to have conversations with our customers who have
filed for reorganization as well as others who are confronting
financial difficulty brought on by government policies on
reimbursement and regulation. We also continue negotiations with
potential replacement operators where that might be needed. We
believe we have underwritten assets with care and prudence and
are reasonably confident of the ultimate realizable value of our
investments. There are $900 million in unencumbered assets and we
believe we have the revenue and capital base and the industry
expertise to sustain and stabilize our portfolio. While we have
taken action to reduce costs, we will continue to restructure and
manage our portfolio and rework our lending arrangements so as to
preserve the Company's liquidity."

Omega is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. As of
December 31, 1999, its portfolio includes 216 healthcare and
assisted living facilities with more than 23,000 beds located
in 28 states and operated by 24 independent healthcare operating

PETSEC ENERGY: Subsidiary Signs $30 Million Credit Facility
Petsec Energy Ltd has announced that its wholly owned subsidiary,
Petsec Energy Inc., has signed a new $30 million secured credit
facility. The new facility is with Foothill Capital Corporation
and provides for availability of up to $30 million under a
borrowing base calculation.

The proceeds of this new credit facility are being used to retire
Petsec Energy Inc.'s existing secured debt with Chase Manhattan
Bank, N.A., Bank of America, N.A. and Credit Lyonnais, and for
general working capital purposes.

The new credit facility prohibits Petsec Energy Inc. from paying
interest on its $100,000,000 principal amount of 9 1/2% Senior
Subordinated Notes due 2007.

As previously announced, Petsec Energy Inc missed the $4.75
million interest payment due on such notes on December 15, 1999.
Petsec Energy Inc had scheduled a meeting with members of a
committee of holders of the notes on Tuesday, January 18, 2000.

Petsec Energy Inc. is an independent oil and gas exploration and
production company with operations in the offshore Gulf of Mexico
and offices in Lafayette, Louisiana. Petsec Energy Ltd is
headquartered in Sydney, Australia.

PRIMARY HEALTH SYSTEMS: T0 Phase Out Mt. Sinai Medical Center
Primary Health Systems, Inc. ("PHS"), responding to the financial
pressures that continue to impact the health care industry
locally and nationally, announced that it is obliged to phase out
the operations of Mt. Sinai Medical Center--University Circle. As
a result, the facility will cease accepting new admissions
immediately and the emergency room department will shut down
within 48 hours. The closing process will proceed in an orderly
manner until all current patients either complete their
treatments or have been transferred to other area medical
facilities and/or physician practices as appropriate.

PHS noted that the Mt. Sinai--University Circle closing will not
affect operations at its four other area facilities, which remain
open and are continuing to provide quality medical care to
patients and the community. The remaining PHS medical facilities
include Mt. Sinai Medical Center--East, in Richmond Heights; Mt.
Sinai Integrated Medical Campus ("IMC"), in Beachwood;
Deaconess Hospital; and St. Michael Hospital.

Dennis I. Simon, managing principal of Crossroads LLC, which has
been managing the PHS system since mid-1998, stated, "We
sincerely regret the need for this action. Unfortunately, Mt.
Sinai--University Circle has become another victim of the
troubled economic conditions in the U.S. health care industry,
which are largely due to rising costs and declining reimbursement
levels. The hospital also was not able to reverse the exodus of
physicians and their patients to competing medical facilities in
the Greater Cleveland marketplace."

Mr. Simon stated that teaching hospitals have been particularly
vulnerable to industry-wide financial pressures, forcing many
major U.S. teaching hospitals to eliminate faculty positions and
curtail teaching programs in response to significant financial
losses. Locally, it has been reported that the Cleveland
Clinic recorded approximately $111 million in operating losses in
1999 and was obliged to implement expense reductions. At the same
time University Hospital is reported to have had operating losses
of some $20 million and reportedly has eliminated a number of
staff positions. However, both of these health care systems are
not-for-profit entities with sizeable investment portfolios.
Because of terms and conditions related to PHS' 1996 purchase of
Mt. Sinai--University Circle from the Mt. Sinai Health Care
Foundation, the hospital has no such income-producing investments
or endowment to offset operating losses.

PHS management will work with area agencies, including the City
of Cleveland, to provide job placement assistance for employees
whose positions are eliminated as a result of the Mt. Sinai--
University Circle closing.

Primary Health Systems, Inc. continues to operate under the
protection of Chapter 11 of the U.S. Bankruptcy Code, as it has
since March 1999. The implementation of the closing of Mt. Sinai-
-University Circle is subject to approval by the U.S. Bankruptcy
Court presiding over PHS' Chapter 11 case.

PROXYMED: Announces 1999 Fourth Quarter and Year-End Results
ProxyMed, Inc. (Nasdaq: PILL), a leading provider of ehealth
physician solutions and business-to-business healthcare
transaction services, today reported results for its fourth
quarter and year ended December 31, 1999. ProxyMed also announced
that on February 14, 2000, its Board of Directors approved a plan
to sell the Company's non-core network integration and drug
dispensing operations.  These operations are being divested to
allow management to focus on its core ehealth and business-to-
business healthcare transaction services. Accordingly, financial
results presented in this release reflect the Company's non-core
businesses as discontinued operations and, as such, results
for all periods presented have been restated.

Revenues for the fourth quarter of 1999 increased 6% to
$6,680,075 compared to revenues of $6,288,294 for the same period
of 1998.  For the current quarter, the Company's loss from
continuing operations before interest, taxes, depreciation and
amortization (EBITDA) was $3,375,858, or $0.19 per diluted
share, compared to $1,201,175, or $0.07 per diluted share for the
same period in 1998.  The net loss and net loss per diluted share
applicable to common shareholders from continuing operations, on
a reported basis (including acquisition-related amortization
charges of $2,709,695 and $2,506,936 in the 1999 and 1998
quarters, respectively, and preferred stock dividends of $22,192
in the 1999 quarter only), was $6,875,774 and $0.38,
respectively, for the fourth quarter of 1999, versus $4,046,098
and $0.23, respectively, for the fourth quarter of 1998.

For the twelve months ended December 31, 1999, revenues increased
30% to $29,023,065 versus $22,249,326 in 1998.  The Company's
1999 EBITDA loss from continuing operations was $6,954,723, or
$0.39 per diluted share, compared to $2,440,791, or $0.16 per
diluted share in 1998.

SHOE CORPORATION: J. Baker Signs Agreement
J. Baker, Inc. (NASDAQ:JBAK) announced that it has signed an
agreement to acquire the ongoing assets of the Shoe Corporation
of America, Inc. ("SCOA"). As part of this transaction, J. Baker
will acquire the rights to operate
approximately 205 licensed footwear departments in department and
specialty stores nationwide. J. Baker management anticipates that
this business will account for approximately $60.0 million in
annualized revenue, and that the transaction will be accretive to
earnings in the current fiscal year.

Under the terms of the agreement, SCOA will assist J. Baker in
operating the business for a transition period of up to six
months following the closing, which is anticipated to occur in
early March. Besides customary and usual closing conditions, the
consummation of the transaction is contingent upon SCOA,
which filed a voluntary bankruptcy petition in June 1999,
obtaining the approval of the United States Bankruptcy Court for
the Southern District of Ohio. The consummation of the
transaction is also conditioned upon the parties obtaining
certain approvals from key licensors.

Alan I. Weinstein, President and Chief Executive Officer,
commented, "The acquisition of SCOA's 205 licensed footwear
departments affords J. Baker the opportunity to expand our
leadership position in the fragmented licensed footwear market by
adding several very desirable department and specialty
stores. We believe we will improve the merchandise offerings and
profitability of these operations by leveraging our
infrastructure, human talent and considerable experience,
developed over our 50 year history in the footwear business and
through our operation of greater than 750 self-serve

Mr. Weinstein concluded, "Looking ahead, we believe that
opportunities exist to further our leadership position in areas
in which we have an established core competency, and we will
continue to seek increased market share in the footwear, big and
tall and health and workwear businesses."

J. Baker, Inc. is a leading specialty retailer of apparel and
footwear. Along with 859 self-service licensed footwear
departments in discount department stores nationwide, the Company
operates 445 Casual Male Big & Tall stores, 135 Repp Big & Tall
stores and the Repp By Mail catalog, which specialize in casual
and dress clothing and footwear for the big and tall man; and the
Work 'n Gear chain, comprised of 65 utility workwear, healthcare
apparel and custom uniform stores.

STYLESITE MARKETING: Proposed Sale of Substantially All Assets
A hearing shall be held on the motion of StyleSite Marketing,
Inc., Lew Magram Ltd., Brownstone Holdings, Inc. and Ecology
Kids, Inc. on February 29, 2000 at 10:00 AM before Judge Stuart
M. Bernstein, Chief US Bankruptcy Judge of the US Bankruptcy
Court for the Southern District of New York at One Bowling Green,
courtroom 727, New York, New York approving the terms and
conditions of a certain /asset Purchase Agreement.  Higher and
better offers will be considered in accordance with the terms and
conditions of sale provided for under the procedures Order.

TULTEX CORP: Committee To Hire KPMG, LLP as Accountants
By order of the US Bankruptcy Court for the Western District of
Virginia, Lynchburg Division, the Unsecured Creditors Committee
of Tultex Corporation is granted authority to hire Stephen B.
Darr, CPA and the firm of KPMG, LLP as its accountants.

UNITED COMPANIES FINANCIAL: Equity Opposes Exclusivity Extension
The Official Committee of Equity Security Holders opposes the
motion of the debtors, United Companies Financial Corporation, et
al., seeking an extension of exclusivity.

The Equity Committee complains that the debtors have never
consulted with them, as directed by the court, and that they no
longer deserve an extension of exclusivity.  The Committee points
out that the debtors have had eleven months of exclusivity and
the debtors have failed to have a single meeting with the Equity
Committee to discuss the possible treatment of Equity Holders
under any potential plan in these cases.

The debtors have sold off a substantial portion of their
business, and according to the Committee are now documenting a
proposed auction of substantially all of the debtors' remaining

Because the debtors have failed to make any progress toward the
negotiation of a consensual plan, and because they have failed to
consult with the Equity Committee, the Equity Committee asks that
the court terminate the debtors' exclusivity now.

VLASIC FOODS: Moody's Lowers Ratings
Moody's Investors Service lowered the ratings of Vlasic Foods
International Inc.'s (Vlasic) $200 million senior subordinated
notes, due 2009, to Caa1 with negative outlook from B2 with
negative outlook, its $241 million senior secured revolving
credit facility and $100 million term loan to B2 from Ba3, and
placed the ratings on review for possible further downgrade. The
senior unsecured rating is B3. The senior implied rating is B2.

The rating action and review reflects continued weak earnings
results. Although Vlasic has taken measures to offset the
decrease in profits, including the sale of certain unprofitable
operations, restructuring charges, and cost reductions, Moody's
expects continuing diminished credit protection. The company
announced on February 10, 2000 that in the second quarter ended
January 31, 2000 it will record promotion related charges
totaling approximately $14 million (for trade marketing spending
and customer deductions related primarily to fiscal year ended
July 1999 and earlier resulting from revised estimates derived
from its new billing and trade marketing systems).

The company's review of these new systems is not complete and
Moody's is concerned that there may be future significant
charges. The company also announced additional charges totaling
about $11 million related to inventories and product
manufacturing costs, lower growth than anticipated of its core
Swanson and Vlasic lines that is expected to continue for the
rest of the year, and the elimination of 45 positions of its
headquarters staff (about 20 percent) to reduce costs and a
related restructuring charge of about $1.5 million. In the
aggregate, the company announced that the second quarter charges
and lower growth is expected to result in a negative EBIT of
approximately $14 million. Moody's recognizes that a significant
portion of the charges are non-cash.

Also, Vlasic has retained an interim Chief Financial Officer,
Peter Menikoff, and plans to hire an investment bank to assist
with the exploration of strategic opportunities, including
potential divestitures, joint ventures, acquisitions, a merger, a
recapitalization or other actions. The company has obtained a
waiver of certain covenants of its senior credit facility until
February 29, 2000 and is in discussion with its lenders to seek
an extension of the waiver period. The company has informed
Moody's that it currently has approximately $185 million
outstanding under its $241 million revolving credit and about $16
million cash-on-hand.

In the first quarter of fiscal 2000 ended October 31, 1999 Vlasic
reported sales of $264 million, operating income of $18 million,
and EBITDA of $27 million, compared with interest expense of $12
million. On February 1, 2000 the company announced that it had
completed the sale of its fresh mushroom business for
approximately $50 million in cash. $38 million in net proceeds
was applied to pay down bank debt permanently.

Moody's review will focus on the company's liquidity and
projected earnings and cash flow, its ability to successfully
address its billing and marketing system deficiencies and its
inventory and cost controls, its ability to obtain credit
agreement waivers and amendments, and its efforts to pursue
strategic alternatives.

Vlasic Foods International Inc., headquartered in Cherry Hill,
New Jersey, sells primarily frozen and packaged food products
under the Vlasic, Swanson, Hungry-Man, and Open Pit brand names
in the US, and in the United Kingdom under the Freshbake and SonA

WASTEMASTERS INC: To Take Possession of Rye Creek Landfill
WasteMasters, Inc. (OTC Bulletin Board: WAST) announced today
that the bankruptcy court overseeing Continental Investment
Corporation's (OTC Bulletin Board: CICG) bankruptcy approved
Continental's plan of reorganization on February 10, 2000.
Previously it was announced that WasteMasters, Inc. and

Continental Investment Corporation had received approval from the
bankruptcy court to rescind the original stock purchase agreement
between the parties. Pursuant to the rescission, WasteMasters
would pay Continental and Continental would return certain assets
and shares.  The initial funds WasteMasters, Inc. provided to
Continental Investment Corporation was paramount to the approval
of their plan of reorganization last Thursday.

The Rye Creek landfill generates approximately $600,000 in
revenue and nets 7% in after tax net income.  Sales efforts at
the landfill have been kept at a minimum for several years
because Continental did not believe it possessed the
expertise to operate landfills effectively.  WasteMasters, Inc.'s
personnel will implement a more aggressive marketing plan
designed to increase revenue and net income results.

Douglas Holsted, President of the Company, stated: "I
congratulate Continental on getting out of bankruptcy.  The
battles they have had to fight in the past year and a half were
difficult and their board should be commended for
sticking it out and causing it to happen.  As far as we are
concerned, Rye Creek is a good asset.  I'm looking forward to
developing that region of the country."

The plan also established a new workable relationship with
WasteMasters' provider of bonds -- Frontier Insurance.  Frontier
had initially opposed Continental's plan because of several
contractual defaults between the companies.  Frontier agreed to
the plan after settling many of these issues with WasteMasters.

"Rye Creek is a vital landfill for WasteMasters in that the
operation generates revenues and net income.  This is not a
development or contingent on permitting -- it is a currently
operating landfill," said Leon Blaser, the Chairman of
WasteMasters.  "This is a small but significant step for re-
building WasteMasters' operations."

For further information contact Douglas Holsted, President of
WasteMasters, Inc. at (405) 262-0800.


S U B S C R I P T I O N   I N F O R M A T I O N
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Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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