TCR_Public/000225.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Friday, February 25, 2000, Vol. 4, No. 39  
                            
                  Headlines

AHERF: Lawsuits Filed to Recover Money Plundered From Funds
AMBASSADOR EYEWARE: Case Summary and 20 Largest Creditors
APPLE ORTHODONTIX: Discussions For Affiliation
ATC GROUP: Seeks Order Extending Time To Assume/Reject Leases
AURORA FOODS, INC.: S&P Lowers Ratings, On Watch Developing

CHARTER BEHAVIORAL: Case Summary and 20 Largest Creditors
DEVLIEG BULLARD: Seeks Authority To Use Cash Collateral
FACTORY CARD OUTLET: Appoints New Chief Financial Officer
FRUIT OF THE LOOM: Seeks To Retain Herbert Mines Associates
GARY PLAYER DIRECT: General Assignment For Benefit of Creditors

GIBSON'S-HOMAN CO: Files Chapter 11 Petition
HC HOLDINGS: Seeks to Reject 10 Unexpired Leases
LEVITZ FURNITURE: Shareholders report Holdings
LIFEONE INC: Signs Letter of Intent For Reverse Merger
LOEWEN: Seeks Time To Assume/Reject Leases

L.V.C.I. INCORPORATED: Case Summary
PRECISION AUTO CARE: Annual Shareholder Meeting Set For April 12
QUADRAX CORP: Mayer Rispler & Co. Voted Auditors
SIZZLER INTERNATIONAL: Announces Operating Results
SIZZLER INTERNATIONAL: Completes Repurchase of Common Stock

TANNER'S: RTIN Holdings Announces Terms of Acquisitions
TRANSTEXAS GAS: Plan Confirmed
TRISM INC: Consummates Plan of Reorganization
UNIFORET INC.: Moody's Downgrades Debt Rating; Sr Secured To Ca
UNITED COMPANIES FINANCIAL: Exclusivity Extension Granted

BOND PRICING - For week of February 21,2000

                  *********

AHERF: Lawsuits Filed to Recover Money Plundered From Funds
-----------------------------------------------------------
Tenet Healthcare Corp. (NYSE:THC), through its subsidiary Tenet
HealthSystem Philadelphia Inc., today filed in United States
Bankruptcy Court in Pittsburgh two major lawsuits in connection
with the bankruptcy of the Allegheny Health, Education and
Research Foundation (AHERF).

The suits were filed against the officers and trustees of AHERF
and against Mellon Bank to recover restricted endowment funds
misappropriated for operational uses.

"Today's filings represent an important step in restoring the
charitable endowments raided by the AHERF organization, and the
support of the Attorney General's office in this effort will be
very valuable," said Barry A. Wolfman, senior vice president of
operations for Tenet's Pennsylvania region.

"The officers and trustees of AHERF had a duty to use these funds
for their intended purposes -- research, medical education,
indigent care, or other specific use the donor intended. The
donors never intended these funds to be used to keep a bankrupt
organization operating so it could pay off its bankers."

The first suit was filed jointly by Pennsylvania Attorney General
D. Michael Fisher and Tenet on behalf of two non-profit
charitable organizations, Philadelphia Health and Education Corp.
(PHEC) and the Philadelphia Health and Research Corp. (PHRC). The
suit against the officers and trustees of AHERF seeks to recover
$70 million or more that was diverted from charitable restricted
assets of these organizations to fund AHERF's distressed
operations.

The multimillion-dollar endowment shortfall affected indigent
care, research, supplies, equipment purchases and medical
education provided by PHEC and PHRC. These restricted endowment
accounts were held in trust at Mellon Bank.

In the spring of 1998, in one glaring example of the misuse of
funds, AHERF had defaulted on paying its medical malpractice
insurance premiums and was having trouble paying for essential
supplies such as blood. The officers and trustees named in the
lawsuit allowed AHERF to pay for more than $1 million for
private golf club memberships and for tickets to sporting events.

The second suit, filed by Tenet, PHEC and PHRC, seeks to recover
damages from Mellon Bank and its parent, Mellon Financial Corp.
According to the lawsuit, Mellon aided and abetted the scheme of
AHERF's senior management to finance AHERF's distressed
operations by misappropriating charitable restricted assets.
Further, much of the looting of the endowment funds was
accomplished through inter-company loans of the restricted
assets.

Thus, prior to the commencement of the looting, AHERF established
a new internal loan committee to oversee and approve such loans.
The committee was chaired by Mellon's chairman emeritus, and two
other Mellon executives also sat on the committee. According to
the lawsuit, while Mellon Bank was allowing these funds to be
raided, AHERF was repaying its $87 million loan obligation to the
bank group headed by Mellon.

Tenet Healthcare, through its subsidiaries, owns and operates 113
acute care hospitals with 27,707 beds and numerous related health
care services. The company employs approximately 118,100 people
serving communities in 17 states and services its hospitals from
a Dallas-based operations center.

Tenet's name reflects its core business philosophy: the
importance of shared values among partners -- including
employees, physicians, insurers and communities -- in providing a
full spectrum of health care. Tenet can be found on the World
Wide Web at www.tenethealth.com.


AMBASSADOR EYEWARE: Case Summary and 20 Largest Creditors
---------------------------------------------------------
Debtor: Ambassador Eyewear Group, Inc.
        3600 Marshall Lane
        Bensalem, PA 19020

Type of Business: Debtor designs, markets, sources and
distributes highly-quality prescription eyeglass frames and non-
prescription sunglasses to department and specialty stores,
optical chains and eyewear boutiques.

Petition Date: February 15, 2000   Chapter 11

Bankruptcy Case No.: 00-00985

Court: District of Delaware

Judge: Joseph J. Farnan, Jr.

Debtor's Counsel: David W. Carickoff, Jr.
                  Cozen and O'Connor
                  Chase Manhattan Centre
                  1201 N. Market Street, Suite 1400
                  Wilmington, DE 19801
                  302-295-2000

Total Assets: $ 12,536,962
Total Debts:  $ 29,516,335

20 Largest Unsecured Creditors

Han Seo Eyewear Co.      Trade Debt    $ 1,686,605
Kunhwa Optical Mfg.      Trade Debt    $ 1,200,000
See Kiang Op. Mfg. Co.   Trade Debt      $ 893,891
Well Arts Op. Fac. Ltd.  Trade Debt      $ 700,671
Sunreeve Optical         Trade Debt      $ 307,891
Jaeil Optical Corp.      Trade Debt      $ 258,513
RJ Customhouse Broker    Trade Debt      $ 238,440
Merrill Corp             Trade Debt      $ 213,769
New Star Corp.           Trade Debt      $ 213,535
La Fenices RL            Trade Debt      $ 206,603
Price Waterhouse Coopers Trade Debt      $ 200,000
Windsor Optical          Trade Debt      $ 200,000
Houndsooth Corp.         Trade Debt      $ 150,000
Gibbons, Del Deo, Dolan  Trade Debt      $ 125,000
Chun Bo                  Trade Debt      $ 121,247
Hoi Tat Optical          Trade Debt      $ 101,466
Leisure Concepts         Trade Debt      $ 101,000
Styl-Rite Optics Inc.    Trade Debt       $ 96,250
Martins SRL              Trade Debt       $ 88,176
Int'l Vision Expo        Trade Debt       $ 73,040


APPLE ORTHODONTIX: Discussions For Affiliation
----------------------------------------------
Orthodontic Centers of America, Inc. (NYSE:OCA) announced it has
entered into discussions with Apple Orthodontix, Inc. (AMEX:AOI)
to affiliate with up to 47 orthodontic practices presently
affiliated with Apple. Apple filed for protection from its
creditors under Chapter 11 of the U.S. Bankruptcy Code on January
27, 2000. Apple provides practice management services to
orthodontic practices in the United States and Canada. As of
September 30, 1999, Apple had service agreements with 58
practices representing 88 orthodontists in 117 offices throughout
the United States and Canada.

Subject to acceptance by Apple's senior secured creditors, OCA
intends to enter into a definitive agreement to acquire up to 47
of Apple's service agreements and related practice assets. The
proposed Asset Purchase Agreement and subsequent closing of the
transaction would be subject to review and approval by the United
States Bankruptcy Court for the District of Delaware, and consent
by the orthodontists whose service agreements are being acquired.

Orthodontic Centers of America, Inc., founded in 1985, is the
leading provider of practice management services to orthodontic
practices.


ATC GROUP: Seeks Order Extending Time To Assume/Reject Leases
-------------------------------------------------------------
The debtors, ATC Group Services Inc., et al. seek an order
extending the time to assume or reject unexpired leases of non-
residential real property through the earlier of May 1, 2000 or
the date of confirmation of a plan of reorganization.

Currently the debtors remain lessees under approximately 91
leases from which they manage or conduct their business
operations. The debtors claim that the sheer complexity of these
cases and the number of leases involved support a finding of
cause to extend the time to assume/reject leases.  The debtors
have expended a considerable amount of time and energy to
continue their business operations as well as develop and confirm
an effective plan of reorganization.. They have resolved issues
with trade creditors, obtained final court approval of DIP credit
agreement that provides for a revolving creditor and term loan
facility of up to $40 million, and obtained non-binding term
sheets containing commitments for $40 million in exit financing.

The leases are one of the debtors' most valuable assets.  Without
the leases, the debtors would lose valuable facilities and be
unable to continue to provide its services to its clients.


AURORA FOODS, INC.: S&P Lowers Ratings, On Watch Developing
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit and bank loan
ratings for Aurora Foods Inc. to single-'B' from double-'B'. The
subordinated debt rating was lowered to triple-'C'-plus from
single-'B'-plus. In addition, these ratings are placed on
CreditWatch with developing implications. Developing implications
mean that the ratings could be raised, lowered, or affirmed.

About $600 million of rated debt is affected.

The downgrade follows Aurora's announcement that its Board of
Directors has formed a special committee to investigate the
company's accounting practices. The practices immediately under
investigation relate primarily to the accrual of trade promotion
expenses in 1999, but a broader review of the company's
accounting practices for prior years also will be conducted.
Additionally, senior management changes and potential operating
issues are significant rating concerns. Absence of meaningful
financial and operating information over the near term could
result in the withdrawal of the rating.

Aurora Foods is a leading manufacturer and marketer of branded
foods, including Duncan Hines baking mixes, Log Cabin and Mrs.
Butterworth's syrup, Van De Kamp's and Mrs. Paul's frozen
seafood, Aunt Jemima frozen breakfast products, Celeste pizza,
Chef's Choice frozen skillet meals, and Lender's bagels.


CHARTER BEHAVIORAL:  Case Summary and 20 Largest Creditors
----------------------------------------------------------
Debtor: Charter Behavioral Health Systems, LLC
        1105 Sanctuary Parkway
        Suite 400
        Alpharetta, GA 30004

Petition Date: February 16, 2000   Chapter 11

Bankruptcy Case No.: 00-00989

Court: District of Delaware

Judge: Roderick R. McKelvie

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

Total Assets: $ 10 to 50 million(estimate)
Total Debts:  $ 100 million more(estimate)

20 Largest Unsecured Creditors

Owen Healthcare       Trade Debt     $ 2,440,858
Rubin Postaer         Trade Debt     $ 2,378,204
Berry Network         Trade Debt     $ 1,843,214
ServiceMaster         3 Yr Contract  $ 1,544,000
Manning Selvage&Lee   PR Services       $ 89,744
Reynolds and Reynolds Trade Debt        $ 83,229
Green Spring Health   Trade Debt        $ 76,171
Administar Federal                      $ 75,027
River Rouge           Trade - Rent      $ 75,000
Atlanta Hilton        Trade Debt        $ 74,769
ML Strategies         Prof Service      $ 72,311
Thomas Breidenstein   Stlmt of Contract $ 69,519
AON Consulting        Prof Service      $ 67,486
KALB Industries,NV    Construction      $ 60,233
SRC Software          Trade Debt        $ 69,374
Nat'l Car Rental      Trade Debt        $ 57,118
McKesson General      Trade Debt        $ 53,622
Hill Rom              Trade Debt        $ 53,268
Arthur Anderson,LLP   Prof Service      $ 41,043
Alston & Bird LLP     Prof Service      $ 30,373


DEVLIEG BULLARD: Seeks Authority To Use Cash Collateral
-------------------------------------------------------
The debtor states that the current DIP Financing Agreement was to
expire on February 15, 2000.  The debtor has determined that it
can survive and proceed to a reorganization if it has the use of
cash.  The debtor no longer requires DIP Financing, but according
to the terms of the financing orders the debtor is prevented from
using cash collateral.

The debtor claims that since the Petition Date, the lenders have
reduced their exposure by over $10 million. They state that the
Original DIP Financing Order and the Credit Agreement serve as
the means by which the Lenders repay themselves through their
control of debtor's cash.   The debtors claim that the lenders
are attempting a forced liquidation of the debtor.


FACTORY CARD OUTLET: Appoints New Chief Financial Officer
--------------------------------------------------------
Factory Card Outlet Corp. (FCPYQ) announced today that James D.
Constantine will become the Company's Chief Financial Officer
effective March 3, 2000.  Mr. Constantine will replace Frederick
G. Kraegel, who has decided to make the change at this time so
that he can spend more time with his family.  Mr. Kraegel
resides in Richmond, Virginia.

Mr. Constantine served as the Senior Assistant Treasurer of
Sears, Roebuck and Co. from 1991 to December, 1999.  

Factory Card Outlet is a chain of company owned stores offering a
vast assortment of party supplies, greeting cards, gift wrap and
other special occasion merchandise at everyday value prices.  On
March 23, 1999, the Company filed a petition for reorganization
under chapter 11 of title 11 of the United States Code and is
currently operating as a debtor in possession.  The Company
continues to focus its efforts on reaching agreement with the
Official Committee of Unsecured Creditors regarding a Plan of
Reorganization.


FRUIT OF THE LOOM: Seeks To Retain Herbert Mines Associates
-----------------------------------------------------------
The debtors, Fruit of the Loom, Inc., et al. seek court authority
to assume the debtors' pre-petition agreement with, or in the
alternative, to retain Herbert Mines Associates as executive
search consultants.

The firm will locate and present to the debtors for interviews,
individuals with experience in the textile and apparel
industries, with a manufacturing background; and who either now
or in the past have been a CEO of a company of substantial size.  
If the court authorizes the pre-petition agreement, the debtors
will be required to pay HMA $146,664 pursuant tot he fee
arrangement.  The debtors states that assumption of the HMA
agreement is far more preferable than engaging another executive
search firm.  The debtors state that the key economic terms of
the HMA agreement, a 25% fee is less than the typical market fee
of 33 1/3%.


GARY PLAYER DIRECT: General Assignment For Benefit of Creditors
---------------------------------------------------------------
Gary Player Direct. Inc. (OTC Bulletin Board: GPLY), announced
today that the Company had executed a General Assignment for the
Benefit of Creditors on February 21, 2000.  The Assignee is The
Hamer Group of Sherman Oaks, California.

The Company has been conducting its operations as Gary Player
Direct since April of 1999 following the merger of Golf One
Industries, Inc. d/b/a Gary Player Direct with and into Grafix
Corporation.  Prior to the merger with Grafix Corporation, Golf
One Industries and two subsidiary corporations -- Rhino
Marketing, Inc. and Gran Prix Marketing, Inc. -- were in the
business of manufacturing and distributing golf clubs.  These
subsidiaries commenced their business in 1995 and 1997,
respectively.

Since inception, the Company's cash requirements have exceeded
its cash flow from operations and, at December 31, 1999, the
Company had a working capital deficit of $18,011,565.  As a
result, the Company had been dependent on loans and sales of
securities to continue its operations.  In addition, at December
31, 1999 the Company has reported in its 10-QSB current
liabilities of approximately $18.6 Million and losses for the
nine months ended December 31, 1999 in excess of $9.5 Million.  
During the past several weeks, the Company's bank accounts have
been levied upon by creditors of the Company making
operations extremely difficult to continue.

The Company is a public company required to file reports with the
Securities & Exchange Commission.  As of October 1999, certain
SEC reports had not been filed by the Company and on October 19,
1999, the Company's common stock was delisted from trading on the
Nasdaq OTC Bulletin Board.  Upon assuming control of the Company
in October of 1999, the Company's present Board of Directors took
appropriate steps to comply with the Company's reporting
obligations and relist the common stock on the Nasdaq OTC
Bulletin Board.

The Company completed its outstanding SEC reports and
subsequently the Company's common stock was approved for
quotation on the Nasdaq OTC Bulletin Board on or about January
14, 2000.  The financial statements prepared for the
September 30, 1998 and March 31, 1999 fiscal years and subsequent
periods revealed the existence of liabilities well in excess of
those anticipated by the Board.

In an effort to restructure the Company, the Board made an
extensive search to find a strategic partner or a merger
candidate to resolve the operating difficulties experienced by
the Company.  As a result of the Company's significant
liabilities and pending and threatened litigation, the Company
was unsuccessful in completing any acquisitions, mergers or sales
transactions.  Additionally, the Company was unsuccessful in
finalizing an asset purchase agreement that had been previously
negotiated by the Company's prior management with The Player
Group to obtain a perpetual license to utilize the name Gary
Player and the associated trademarks.  The Company considered
seeking protection under the United States Bankruptcy Code, but
believed that executing a General Assignment for the Benefit of
Creditors would be more effective and allow for a greater
potential recovery to the creditors of the Company.  The
Company's management has evaluated its options in light of the
Company's financial condition.  California law provides for an
orderly liquidation of assets by an independent Assignee.

Upon the occurrence of the General Assignment for the Benefit of
Creditors, The Gary Player Group's Direct Marketing Agreement
with the Company was automatically terminated and The Gary Player
Group revoked the license in favor of the Company to utilize the
name Gary Player Direct as the Company's corporate name.  The
Direct Marketing Agreement between the Company and The Gary
Player Group contains specific provisions that provide for the
immediate termination of the Direct Marketing Agreement based on
insolvency, bankruptcy or the making of an assignment for the
benefit of creditors.

Mr. Player and The Player Group notified the Company on numerous
occasions that Mr. Player's reputation built throughout five
decades of golf has been irreparably harmed by constant
complaints from members of the general public.  Under existing
bankruptcy law and case law decisions applicable in California
and Delaware, a Chapter 11 debtor-in-possession cannot compel a
licensor (such as The Gary Player Group) to consent to an
assignment of the licensee's rights under a license agreement to
a third party without the explicit consent of the licensor.  The
Company was unable to obtain such consent from The Gary Player
Group so the commencement of Chapter 11 would bring no benefit to
the creditors and would increase costs to the Company.

The Company accepted the resignations of Mr. Marc Player as the
interim President and Chief Executive Officer of the Company as
well as a member of the Board of Directors, Pamela J. Campbell as
a Director, Thomas P. Gallagher as a Director and Chairman, and
Carl Casareto as Executive Vice President.  In addition, upon the
occurrence of the Assignment, it is anticipated that secured
creditors of the Company's subsidiaries Gran Prix Marketing, Inc.
and Rhino Marketing, Inc. will commence foreclosure proceedings
on the assets of those entities.

The Hamer Group, Inc. will notify all creditors and shareholders
of the Company by mail as to the procedures to be followed for
the submission of claims against the Assignment estate.  The
Assignee will furnish creditors and shareholders with a claim
form which should be completed and returned to the Assignee in
accordance with the instructions to be furnished by the Assignee.


GIBSON'S-HOMAN CO: Files Chapter 11 Petition
--------------------------------------------
According to a report in Crain's Cleveland Business on
   
February 21, 2000, Gibson-Homans Co., a Twinsburg-based maker of
caulks, sealants, wallcover adhesives and roof and driveway
coatings, filed a Chapter 11 petition last Tuesday, Feb. 15, in
U.S. Bankruptcy Court in Akron, the company listed assets
of $26.1 million and liabilities of $35.2 million.

Gibson-Homans has been searching for a new owner since mid-1999.
With its largest shareholders unwilling to provide more capital,
Gibson-Homans began to look for someone that would. Last
September, the company reportedly hired McDonald Investments
Inc., an investment banking firm owned by KeyCorp, to identify
potential buyers for the company, which generated $60 million in
revenue last year.

The company's two largest secured creditors, National City Corp.
of Cleveland and Provident Bank of Cincinnati, also wanted to see
the company file for Chapter 11, a company spokesman said. The
two banks are still owed a total of $7 million under a $13.5
million credit line.


HC HOLDINGS: Seeks to Reject 10 Unexpired Leases
------------------------------------------------
The debtors, HC Holdings, Inc., Custom Shop Corp., Drexel Shirt
Co. Inc. and The Custom Shop Fifth Ave. Corp. seek to reject ten
unexpired leases of nonresidential property.  Acquisition Corp.
has notified the debtors that it does not intend to assume the
leases.  As the Sale Motion contemplates the sale of
substantially all the debtors' assets, the debtors no longer have
use for the leases.

The rejected leases cover the following locations:

Old Orchard
Skokie, Illinois

Fashion Outlet of Las Vegas
Las Vegas, Nevada

MacArthur
Norfolk, Virginia

Dearborn Fairlane Town Center
Dearborn, Michigan

Twelve Oaks Mall
Novi, Michigan

60 Wall Street
New York, NY

Columbus City Center
Columbus, Ohio

Westfarms
Farmington, Conn

Boylston Street
Boston, MA

Gavidas Commons
Minneapolis, MN


LEVITZ FURNITURE: Shareholders report Holdings
----------------------------------------------
Court Square Capital Limited, Citibank, N.A., Citicorp, Citigroup
Holdings Company, and Citicorp Inc., bank and parent holding
company, beneficially own 4,764,888 shares of the common stock of
Levitz Furniture Inc.  The shares  represent 15.9% of the
outstanding shares of common stock of the company and are
comprised of 1,280,000 shares of voting common stock
beneficially owned by Court Square Capital Limited, a subsidiary
of Citibank, N.A., and includes 3,484,888 shares of non-voting
common stock beneficially owned by Court Square Capital Limited,
all or a portion of which may be converted into voting common
stock.


LIFEONE INC: Signs Letter of Intent For Reverse Merger
------------------------------------------------------
LifeOne, Inc. (LONE) announced that it has signed a non-binding
letter of intent to complete a reverse merger with Communicata
Limited (www.communicata.com), a Scotland-based e-business
incubator and developer of e-business solutions.

The letter of intent contemplates that Communicata would merge
with and into LifeOne, or a wholly-owned subsidiary of LifeOne,
and that Communicata shareholders will own 90 percent of the
post-merger shares.

LifeOne, Inc., formerly National Affiliated Corporation, filed
for protection under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the District of Maryland on
December 3, 1999. On that date, the Office of the United States
Trustee appointed Charles R. Goldstein as Chapter 11 trustee of
the Company pursuant to the order of the United States Bankruptcy
Court for the District of Maryland.

The letter of intent with Communicata is non-binding and is
subject to a number of contingencies, including the approval of
the United States Bankruptcy Court.


LOEWEN: Seeks Time To Assume/Reject Leases
------------------------------------------
The Debtors are working diligently, they say, the restructure
their business operations but have yet to validate their business
plan with the key constituencies.  As a result, the Debtors find
that they are simply unable to determine at this time whether
assumption, assumption or assignment or rejection of their non-
residential real property leases is in the best interests of
their estates and creditors.  

To avoid premature rejection of a beneficial lease or improvident
assumption of a burdensome lease, the Debtors ask Judge Walsh to
extend, pursuant to 11 U.S.C. Sec. 365(d)(4), their time within
which to decide how to dispose of leases through the time of
confirmation of their plan of reorganization.  

This open-ended extension is not without precedent, the Debtors
argue, pointing to identical relief granted by Judge Walsh in In
re Montgomery Ward Holding Corp., Case No. 97-1409 (PJW)(Bankr.
D. Del. Feb. 19, 1999), by Judge Balick in In re Continental
Airlines, Inc., Case No. 90-932 (HSB) (Bankr. D. Del. Jan. 27,
1992), and by other courts overseeing multi-billion dollar
reorganizations, including In re Federated Department
Stores, Inc., No. 1-90-00130, 1990 Bankr. LEXIS 425 (Bankr. S.D.
Ohio Mar. 6, 1990). (Loewen Bankruptcy News - Issue 19;
Bankruptcy Crediotr's Service Inc.)


L.V.C.I. INCORPORATED: Case Summary
-----------------------------------
Debtor: L.V.C.I. Inc. A Nevada Corp.
        dba Meadows Inn
        525 E. Bonanza Rd
        Las Vegas, NV 89101

Type of Business: Motel renting to daily, weekly, and monthly
tenants

Petition Date:  February 16, 2000   Chapter 11

Court: District of Nevada

Bankruptcy Case No.: 00-11088

Judge: Linda B. Riegle

Debtor's Counsel: James F. Lisowski, Sr.
                  Lisowski Law Firm, CHTD.
                  1661 E. Flamingo Rd Suite #6
                  Las Vegas, NV 89119
                  702-737-6111

Total Assets: $ 1,627,000
Total Debts:  $ 3,000,000

Largest Unsecured Creditors

Nevada Beverage         Trade         $ 2,277
Bonanza Beverage        Trade           $ 590
Thyssen Dover Elevator  Trade           $ 274
Brady Industries        Trade           $ 573
MGC Communications      Trade           $ 341
Southern Wine           Trade           $ 194
Las Vegas Food
Distributors           Trade           $ 179
Deluca                  Trade           $ 590
Western Cash Register   Service         $ 184
Commercial Lighting     Trade           $ 208
McLeod                  Telephone       $ 180
Allstate Fire Equip     Service         $ 131
Alltel                  Telephone        $ 84
Clark County Produce    Trade           $ 179
Carlson Electric        Service         $ 191
Pepsi Bottling Group                    $ 126
Capital Crossing Bank   First Trust     Unknown
Arvis Forest            Second Trust    Unknown


PRECISION AUTO CARE: Annual Shareholder Meeting Set For April 12
-----------------------------------------------------------------
The annual meeting of shareholders of Precision Auto Care, Inc.
for 1999 will be held at the company's headquarters located as
748 Miller Drive,S.E., Leesburg, Virginia on April 12, 2000 at
11:00 a.m., for the following purposes:

1. To elect three Class II Directors to serve for a term of three
years;

2. To consider approval of the issuance of 71,111 shares of
common stock by the company in payment of interest in connection
with a $2,000,000 Subordinated Debenture due September 30, 2000;

3. To consider approval of the adoption of the 2000 Outside
Directors' Stock Plan and the reservation of 50,000 shares for
issuance thereunder;

4. To consider approval of the appointment of Ernst & Young LLP
as independent auditors for the fiscal year ending June 30, 2000.

Only holders of shares of common stock of record on the books of
the company at the close of business February 23, 2000 will be
entitled to notice of and to vote at the 1999 annual meeting.


QUADRAX CORP: Mayer Rispler & Co. Voted Auditors
------------------------------------------------
Quadrax Corporation confirms that on December 27, 1999, the Board
of Directors, upon the recommendation of management, voted to
appoint Mayer Rispler & Company, P.C. to act as independent
auditors for the company for the fiscal year ending December 31,
1998 and December 31, 1999, replacing Livingston & Haynes, P.C.  
Livingston & Haynes, P.C. had not commenced work on the audit,
and had no differences of opinion with the company concerning
its financial reports or accounting principles.  The decision to
change accountants was recommended by the Board of Directors.


SIZZLER INTERNATIONAL: Announces Operating Results
--------------------------------------------------
Sizzler International, Inc. has announced certain preliminary
operating results for the third quarter of fiscal 2000 as well as
the outcome of a number of strategic moves undertaken to position
the company for continued growth.  As a result of these actions
and its previously announced strategic growth plan, Sizzler
anticipates achieving additional positive results for the
remainder of the year.

When Sizzler reports its third quarter earnings on March 8, 2000,
the company expects to announce increases in its U.S. Sizzler and
Australian KFC comparable store sales and guest counts.  The
increase in the U.S. Sizzler guest counts represents the first
increase reported in over two years.  Similarly, the company
expects to report third quarter increases in revenues over fiscal
1999's third quarter.  These successes reflect Sizzler's ongoing
emphasis on restaurant operations including cost controls,
positive customer response to the enhanced food quality and
cooking methods, and early success Sizzler has achieved with its
store remodeling program.

The company plans to continue with the implementation of its
previously announced strategic growth plan.  Among the primary
goals of this plan are the remodeling and repositioning of
domestic restaurants, which has yielded positive results since
its initiation in the Fall of 1999, the acquisition of a proven
restaurant concept, the expansion and repositioning of Asian
stores, and the co-branding of its Australian KFC restaurants.

As previously reported, the company has also completed the
repurchase of approximately half of the 1.5 million shares of
common stock it has been authorized to repurchase by its Board of
Directors.  Between Sizzler's November 11, 1999 announcement that
its Board of Directors had authorized the repurchase of up to 1.5
million shares, and February 4, 2000, the company had bought
706,700 shares of its common stock, all in open market
transactions.  Subject to applicable law and other factors, the
company expects to continue its previously announced stock
repurchase program.

The company also announced the final financial adjustments
related to its 1996 Chapter 11 reorganization, including a $6.6
million charge to third quarter earnings.  The charge resulted
from the completion of an extensive review of the complex
financial issues that resulted from the reorganization.

"As a new management team, we have devoted most of the last year
to re-positioning the company to achieve excellent results going
forward.  Part of this task involved the closure of any open
items remaining from the 1996 Chapter 11 reorganization,"
remarked Charles Boppell, President and CEO of Sizzler
International.  "Operationally, we have not been affected by the
reorganization for quite some time.  However, we recognized that
certain financial matters remained outstanding which required a
thorough evaluation.  After our extensive review of the numerous
claims filed during the reorganization and other related costs,
management believes that there will be no further financial costs
or impacts from the reorganization, and is therefore comfortable
in finalizing the reorganization accounting with this
$6.6 million charge."

Following the filing of its Chapter 11 reorganization in 1996,
Sizzler was presented with claims from approximately 10,000
creditors.  At that time, in estimating the expected costs the
company would incur from the reorganization, the company
evaluated the costs for claims, legal services, losses on
property sales, the write-down of balance sheet items, and other
items.  Sizzler estimated the sum total of the reorganization and
restructuring costs to be $108.9 million, and took a reserve in
that amount in consultation with its outside advisors.   Sizzler
anticipates that all allowed claims of its creditors will be paid
in full plus interest.

After an assessment of all of the costs associated with the
reorganization, Sizzler's management has determined that the
original $108.9 million estimate may be lower than the final
expected cost by $6.6 million.  As such, Sizzler will recognize a
$6.6 million charge against earnings on its third quarter 2000
income statement, which will be released March 8, 2000.
Importantly, because the final payment was made to the trustee in
January 2000, the company does not anticipate any further cash
outlay.  The company has now settled substantially all of the
original claims and does not anticipate any further charges
relating to the reorganization.

To date, Sizzler has closed sale-leaseback transactions for 43 of
the 67 KFC and Sizzler Australian restaurants included in the
sale-leaseback program the company announced in November 1999.  
Sizzler expects to close sale-leaseback transactions for 16
properties during the fourth quarter of its fiscal 2000, which
will end on April 30, 2000.  The company expects to realize
approximately US $34 million in cash once the sale-leaseback
program is complete.  Of this amount, Sizzler has already
received approximately US $25 million from the transactions that
have closed.  The company will utilize the proceeds of the sale-
leaseback to finance the capital expenditures made as part of its
strategic growth plan, including the aforementioned restaurant
remodeling and repositioning.

The sale-leaseback transactions are being conducted on a
property-by-property basis. Overall, the transactions are
expected to generate a net gain of approximately US $3.3 million.  
Those that are sold for more than the book value are expected to
produce a net gain of approximately US $8.8 million.  Those that
are sold at less than the book value are expected to generate a
net loss of approximately US $5.5 million.

The company is required under Generally Accepted Accounting
Principles to recognize all losses immediately and defer any
gains over the life of the leases.  As such, the company expects
to make a non-cash charge of $5.5 million in its third quarter
earnings and defer the $8.8 million gain over the life of the
leases, which average 8 years. The net effect of the
sale-leasebacks is expected to affect Sizzler's fiscal 2001
earnings by less than $0.01 per share.  The company does not
anticipate the recognition of any further losses in connection
with the anticipated sale-leaseback of its Australian  
properties.

"Although the accounting treatment of our Australian sale-
leaseback transactions forces us to record a non-cash charge and
defer our gains, we remain convinced that this event will create
a significant amount of shareholder value, and give us the
primary financial means for implementing our growth strategy, "
commented Steven Selcer, Sizzler's CFO.

A net operating loss carry-forward of approximately $134 million
is available to Sizzler to offset future taxable earnings for
purposes of reducing the company's income tax payments.  However,
the benefit of this net operating loss carry-forward could not be
recognized until Sizzler demonstrated that it was "more likely
than not" capable of realizing the benefits through profitable
operations.  As a result of Sizzler's 12 consecutive quarters of
profitability, as well as the $8.8 million of deferred gain to be
recognized from the sale-leasebacks, the company believes that it
has sufficiently demonstrated that it is "more likely than
not" capable of recognizing a benefit from the net operating loss
carry-forward. Accordingly, Sizzler will record an income tax
benefit on its third quarter 2000 income statement amounting to
$5.9 million.


SIZZLER INTERNATIONAL: Completes Repurchase of Common Stock
-----------------------------------------------------------
Sizzler International, Inc. has completed the repurchase of
approximately half of the 1.5 million shares of common stock it
has been authorized to repurchase by its Board of Directors.  
Between Sizzler's November 11, 1999 announcement that its Board
of Directors had authorized the repurchase of up to 1.5 million
shares, and Feburary 4, 2000, the company had bought
706,700 shares of its common stock, all in open market
transactions.

"We continue to believe that Sizzler's stock is significantly
undervalued, both in terms of financial performance as well as
our growth potential.  The growth in our revenues and net income,
as well as very favorable valuation ratios when compared to our
restaurant industry peers, result in the conclusion that
Sizzler's stock price is strongly undervalued.  Since
we are undervalued on both growth and value measures, we believe
Sizzler's stock should be attractive both to growth and value
investors alike, and we intend to lead the way by continuing to
increase our investment in the company's future." said Charles
Boppell, President and CEO of Sizzler International.

Subject to applicable law and other factors, the company expects
to continue its previously announced stock repurchase program.  
The program will be conducted from time to time on the open
market or in negotiated transactions.  Sizzler currently has
approximately 28 million shares of common stock outstanding.

Sizzler International, Inc. operates, franchises or joint
ventures 347 Sizzler restaurants worldwide, in addition to the
101 KFC restaurants in Queensland, Australia.


TANNER'S: RTIN Holdings Announces Terms of Acquisitions
-------------------------------------------------------
RTIN Holdings, (OTCBB:RTIN), Longview, Texas, has paid $325,000
in Cash and an additional $125,000 in indemnity for certain
officers and directors of the now defunct Tanners Restaurant
Group Inc. (OTCBB:ROTI). The$450,000 represents full payment for
substantially all the assets of all the subsidiaries of Tanner's
Restaurant Group Inc. The sale has been approved by the US
Bankruptcy Court in Atlanta, GA. With historical annual revenues
of $9 million and 8 operating restaurant producing an estimated
$1.2 million in EBITDA, the company expects an impact on earnings
by nearly $0.10 cents per share in this division.

RTIN Holdings has paid $3.1 million dollars for the privately
held Regulatory Solutions Inc. (RSI). The purchase is to be paid
in three installments, one payment each year with mandatory
conversion into restricted common stock of the company. The
stock's conversion price will be an average of the stock's price
30 days prior to the conversion. Additionally there is an earn-
out provision for the company's principal management upon meeting
certain performance guidelines set forth in the agreement.
Current management of RSI anticipates meeting or exceeding these
guidelines respectively. Based on projected revenues of $
4,200,000, the company is anticipating earnings of $0.15 per
share from this division, in the year 2000.

Stanley L. Swanson, CEO stated, "I believe we are finally
building the company we have all been waiting for. With several
opportunities for expansion and growth, it pleases me to see that
we now have depth and growing professional resources to assist us
with the future of RTIN."

Curtis A. Swanson, CFO stated, "The diversification that the
current acquisitions have given us, sets the tone of RTIN as a
holding company. We have not lost our focus in the restaurant
industry, nor have we lost sight of ongoing acquisitions within
the restaurant industry. We are simply going to limit our
involvement in operations to focus on Franchising and explore the
world of acquisitions. There are many well-run, very profitable
businesses to acquire and I want to be focused on growth
opportunities, not the day to day operations of the subsidiaries.
We have secured operational professionals that will assist us
within our most management intensive industry, and we feel
confident in our future." When commenting on the recent
acquisition of RSI, Mr. Swanson said; "I don't think anyone fully
understands the positive impact this transaction will
have on this company and our shareholders in the future. Mr.
Wasserman, CEO of RSI is truly an expert in the field of
regulatory compliance and brings with him a tremendous base of
knowledge, contacts, and resources with which we plan to
develop a leading internet presence for business to business
commerce in the regulatory, safety, and training segments. The
RSI products are something that virtually every business in
America needs. The ability to reduce liability exposure for
owners and shareholders alike as well as provide a safe, healthy
environment for people to work is a universal issue. We are
tremendously optimistic about what this new acquisition provides
in the way of future opportunities for RTIN and our
shareholders."

Restaurant Teams International, Inc. is a public holding company
whose stock trades on the fully reporting NASDAQ OTC BB.


TRANSTEXAS GAS: Plan Confirmed
------------------------------
TransTexas Gas Corporation reports that the United States
Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, has signed an order confirming the company's
Plan of Reorganization under Chapter 11 of the United States
Bankruptcy Code.  The Plan will take effect and be consummated on
the Effective Date, which is expected to be as soon as is
practicable.

On the Effective Date, the company's existing securities,
including a $450 million Senior Secured Note, $115.8 million of
Subordinated Notes and all of its issued and outstanding shares
of common stock will be canceled. The company will issue $200
million in New Senior Secured Notes, shares of New Senior
Preferred Stock, shares of New Junior Preferred Stock, shares of
new common stock, Warrants to purchase additional shares of new
common stock, and cash to the holders of the Senior Secured Note
claim.

Holders of the Subordinated Notes and old common stock, as well
as holders of general unsecured claims, will receive no direct
distributions under the Plan.  However, the holders of the Senior
Secured Note claim have agreed to reallocate a portion of their
Plan distribution as follows: (i) holders of Subordinated Note
claims will receive either cash, shares of New Senior
Preferred Stock, or Shares of New Junior Preferred Stock, (ii)
holders of general unsecured claims will receive cash and shares
of New Senior Preferred Stock, and (iii) holders of old common
stock will receive shares of new common stock and Warrants. Other
classes of creditors will receive distributions as outlined in
the Plan.

Holders of allowed claims and interests as of 5:00 p.m. (CST) on
February 15, 2000 (the Distribution Record Date) were to be
entitled to participate in Plan distributions. The company also
expects, in connection with the consummation of the Plan, to
execute a $52.5 million exit financing facility and amend its
existing DIP Credit Agreement and Revolving Accounts
Receivable Credit Facility.


TRISM INC: Consummates Plan of Reorganization
----------------------------------------------
TRISM, Inc., reputedly the nation's leading transportation
company specializing in the transportation of heavy weight, over-
dimensional, environmental, and secured materials has consummated
its Plan of Reorganization. In accordance with the Plan, the
company converted $86.2 million of existing Senior Subordinated
Notes into an aggregate principal amount of $30 million of New
Senior Subordinated Notes, due 2005, bearing interest at the rate
of 12% per annum and 95% of the new common stock of the
reorganized TRISM.

Existing common stockholders will receive 5% of the new common
stock of the reorganized TRISM.  Under the Plan, the company
significantly reduced its long-term debt, will pay all trade debt
in full, secured a multiyear $42.5 million financing arrangement
and, under the direction of its current management team, will
continue with its multifaceted specialized transportation and
logistics operations.

Ed McCormick, Chairman of the Board and Chief Executive Officer
of TRISM, Inc. stated the following,  "We are pleased to bring
closure to this process and look forward to successfully building
on a leaner and well capitalized TRISM. I would like to
personally thank our customers, suppliers, lenders and management
team for their support and efforts during this process. Our
entire company is excited about the opportunities at
TRISM as we continue setting the standard of being the premier
specialized transportation company in North America."


UNIFORET INC.: Moody's Downgrades Debt Rating; Sr Secured To Ca
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt
ratings of Uniforet, Inc. to Ca From Caa1. This action is
prompted by the company's increasingly tight liquidity, and the
recent announcement by the company that it does not expect to be
able to make the April 15, 2000 coupon payment on its long term
notes.

Uniforet has experienced prolonged poor performance at its Tripap
mill uncoated groundwood mill, and severe liquidity problems have
developed. Existing C$30mm credit facilities are now fully
utilized, and the company has not been able to access additional
short-term funding. Moody's believes that the company's
facilities are relatively high cost, and the enterprise value of
the company is well below current outstanding debt. The rating
reflects the possibility that investors could suffer a material
loss of principal.

Uniforet is a Montreal, Quebec based manufacturer of lumber,
pulp, and groundwood papers.


UNITED COMPANIES FINANCIAL: Exclusivity Extension Granted
---------------------------------------------------------
United Companies Financial Corporation and certain of its
subsidiaries filed a plan of reorganization on February 16, 2000
in connection with their chapter 11 cases which are pending in
the U.S. Bankruptcy Court for the District of Delaware in
Wilmington. At a hearing held on February 16, 2000, the
Bankruptcy Court generally extended the exclusivity periods
during which only the company may file a plan of reorganization
and solicit acceptances thereto to May 1, 2000 and June 26, 2000,
respectively, but also granted permission to the official
committee of equity security holders appointed in the chapter 11
cases to file a proposed plan of reorganization.

The company's proposed plan of reorganization provides for
distributions to creditors and equity interest holders in the
event that the company or its assets are either sold or remain as
a going concern. In the event of a sale transaction, the proceeds
of such transaction will be distributed among the
holders of the company's bank claims, senior note claims and
general unsecured claims. In the event the company or its assets
are not sold, ninety-five percent of the company's reorganized
equity would be distributed to holders of bank claims, senior
note claims and general unsecured claims, four percent to
subordinated bondholders and, assuming senior classes of
creditors consent, one percent to existing equity
interest holders.

Additionally, in either event, a liquidation trust would be
created containing certain potential claims and causes of action,
if any. The beneficial interests in the trust are proposed to be
distributed in differing amounts dependent upon whether the
company and its assets are sold. The company has reserved its
right to amend the proposed plan of reorganization.

On December 29, 1999, the company announced the execution of a
letter agreement for the sale of the company's financial assets
to EMC Mortgage Corporation, subject to definitive documentation,
higher and better offers and approval of the Bankruptcy Court.
The company announces that negotiation of the definitive
documentation for the contemplated EMC transaction continues and,
additionally, that other prospective purchasers are currently
conducting due diligence.

United Companies Financial Corporation is a specialty finance
company that historically provided consumer loan products
nationwide and currently provides loan services through its
lending subsidiary, UC Lending(R). The company filed for chapter
11 on March 1, 1999.


BOND PRICING - For week of February 21,2000
===========================================
DLS Capital Partners Inc.,
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                       17 - 19 (f)
Ameriserve 8 7/8 '06                        15 - 18 (f)
Asia Pulp & Paper 11 3/4 '05                85 - 86
E & S Holdings 10 3/8 '06                   37 - 40
Fruit of the Loom 8 7/8 '06                  5 - 7 (f)
Genesis Health 9 3/4 '05                    16 - 18
Geneva Steel 11 1/8 '01                     19 - 21 (f)
Globalstar 11 1/4 '04                       56 - 58
Hechinger 9.45 '12                           6 - 9 (f)
Integrated Health 9 1/4 '08                  4 - 6 (f)
Iridium 14 '05                               3 - 4 (f)
Loewen 7.20 '03                             50 - 52 (f)
Paging Network 10 1/8 '07                   63 - 65 (f)
Pathmark 11 5/8 '02                         32 - 34
Pillowtex 10 '06                            42 - 44
Revlon 8 5/8 '08                            41 - 43
Rite Aid 6.70 '01                           82 - 84
Service Merchandise 9 '04                   12 - 13 (f)
Sunbeam 0 '18                               14 - 15
TWA 11 3/8 '06                              36 - 38
United Artists 9 3/4 '08                     2 - 5
Vencor 9 7/8 '08                            18 - 20 (f)


                  *********

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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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