TCR_Public/000229.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Tuesday, February 29, 2000, Vol. 4, No. 41  
                            
                  Headlines

AAMES FINANCIAL CORP.: Fitch IBCA Lowers Senior Debt To `CCC'
ABACAN: Provides Update of Corporate Affairs
AGRIBIOTECH: Board Members and Officers Resign
ANKER COAL GROUP, INC.: Moody's Assigns Caa2 To Sr. Secured Notes
ARM FINANCIAL: Taps Walker, Truesdell, Radick & Assoc

ASIA PULP: To Pay $135 Million in Settlement to Beloit
ATC GROUP: Seeks to Extend Exclusive Vote Period to May 12
CABLE SATISFACTION: Moody's Assigns Caa1 Rating Proposed Notes
CASMYN CORP: Plan of Reorganization
FIRSTPLUS FINANCIAL: Settlement Agreement With Bank One Texas

FRUIT OF THE LOOM: Committee Taps Pepper Hamilton
GRAND UNION: Removes Harris and Elects Philbin CEO
GREATER SOUTHEAST: Bondholders May Receive Payment In Next Months
INDUSTRIAL IMAGING: Engages New Independent Auditors
KMART: Dodge & Cox Reports Holdings

PCG MEDIA: Announces Merger and Name Change
PCG MEDIA: Board of Directors Makes Changes
PLAY BY PLAY TOYS: Bank One Corp Reports Holdings
PSI INDUSTRIES: Reports Sale of Assets to SEC
SUNRISE SUITES: GBC Bancorp Receives Problem Loan Payment

TULTEX CORP: Taps Michael Fox and International Textile Machinery
U.S. OFFICE PRODUCTS: Moody's Lowers Bank Rating To Caa1
VENCOR: Extends Maturity of Its $100 M DIP Financing
WORLDCORP: Citigroup Reports Holdings

Meetings, Conferences and Seminars

                  *********

AAMES FINANCIAL CORP.: Fitch IBCA Lowers Senior Debt To `CCC'
-------------------------------------------------------------
Fitch IBCA lowers the senior debt ratings for Aames Financial
Corp. (Aames) to `CCC' from `B-'. The rating on Aames'
convertible subordinated debt was also lowered to `CC' from
`CCC'. About $276 million of outstanding debt is affected. The
ratings are removed from RatingAlert where they were placed on
Nov. 17, 1998.

Ratings in the `CCC' category indicate that default is a real
possibility. Capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic
developments.

The ratings for Aames reflect the challenges the company faces as
it attempts to reorganize following the sector shakeout in the
subprime home equity industry that began in the second half of
1998. Since that time the company has remained in operation as a
result of capital infusions totaling more than $125 million
during 1999, almost entirely from the investment fund Capital Z
Financial Services Fund, II, L.P. (Cap Z). Aames has put a new
management team in place, under the direction of A. Jay Meyerson
the former chief executive officer and chairman of KeyBank USA,
to run the company going forward.

The ratings also center on the company's negative operating
earnings and cash flow position resulting from the heavy burden
of executing subprime home equity securitizations, weak margins
in the whole loan markets, high cost of financing existing
revolving debt facilities, and declining asset quality.
Capitalization on a risk-adjusted basis as measured by Fitch IBCA
is also considered weak, but expected at the current rating
level. The write-down of its interest-only residual asset in the
fourth quarter of 1999 has not changed the economic viability of
firm, as Fitch IBCA placed a significant risk-weight against
these assets in its internal capitalization model.

It is Fitch IBCA's opinion that under realistic valuation
assumptions for Aames' interest-only residual assets and taking
into consideration the first priority position of secured
lenders, the probability of full recovery for unsecured
bondholders is unlikely if a liquidation scenario was to arise
based on the company's current financial profile. Fitch IBCA
expects that timely and full repayment will only occur under a
positive operating environment resulting from a sustained
favorable business climate.

Operating cash flow and financing costs are likely to come under
further pressure in the near term, as Aames is expected to lose
access to its existing Concurrent Funding Facility from a major
commercial bank which expires on Feb. 29, 2000. Aames does not
expect to have access to a new revolving warehouse or repurchase
facility prior to the expiration of the Concurrent Funding
Facility. This situation will require the company to fund new
mortgage loans exclusively out of working capital or capital
alternatives until a new facility can be put in place. The
company did recently increase its working capital by $35 million
on Feb. 11, 2000 and also received $15 million from the sale of
servicing advances on Feb. 25, 2000. The company reported $16
million in cash and cash equivalents at Dec. 31, 1999. Existing
cash, plus these two recent fundings raises cash and working
capital to $66 million approximating the usage under the expiring
Concurrent Funding Facility.

The current ratings take into account the challenges facing
management in its attempt to turn the company around. Success
will depend on Aames ability to grow spread revenue, improve
asset quality, reduce the company's overhead cost structure, and
expand the company's funding capabilities. The last point will
need to be accomplished despite the coming expiration of the
company's Concurrent Funding Facility, and the requirement to
adhere to ongoing financial covenants on its existing revolving
warehouse and repurchase facilities. Moreover, Aames also has had
to increase the level of overcollateralization in its
securitization trusts as a result of asset quality levels
performing poorer than expectations.


ABACAN: Provides Update of Corporate Affairs
--------------------------------------------
Abacan Resource Corporation (TSE:ABC) (OTC BB:ABACF) wishes to
provide an update of its corporate affairs.  To date, the
Corporation has been unable to secure partners for either of its
Benin Republic or Nigerian oil and gas properties. The
Corporation has been unable to raise additional operating funds
and has also been advised that its major secured creditor is not
prepared to further assist the Corporation by injecting
additional operating funds or through the restructuring of the
outstanding principal balance of its secured loan. As a
consequence, without a material change in the current position of
the Corporation's major secured creditor and without a
significant infusion of capital, the Board of Directors
anticipates that the Corporation will proceed with a voluntary
assignment into bankruptcy pursuant to the Bankruptcy and
Insolvency Act (Canada) in the very near term.


AGRIBIOTECH: Board Members and Officers Resign
----------------------------------------------
All board members and officers of AgriBioTech have resigned,
according to the company's Form 10-Q filed Tuesday with the
Securities and Exchange Commission.

The date and the circumstances of the resignations weren't
disclosed.

The bankruptcy court on Feb. 15 authorized William Brandt, a
principal with the company's crisis manager and reorganization
consultant Development Specialists, to act as the company's
responsible natural person, granting him control of the company's
daily operations.

AgriBioTech and four affiliates filed for Chapter 11 in the U.S.
Bankruptcy Court in Las Vegas Jan. 25


ANKER COAL GROUP, INC.: Moody's Assigns Caa2 To Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the $106
million of 14.25% Series A second priority senior secured notes,
due 2007, of Anker Coal Group, Inc. Moody's raised its senior
implied rating for Anker to Caa2 from Caa3, but left its senior
unsecured issuer rating at Ca. Moody's rating outlook is
negative. Moody's also withdrew its Ca rating on the remaining
$16.5 million of 9.75% senior unsecured notes due 2007. Anker has
offered to exchange these notes for $13.2 million of its 14.25%
Series A second priority senior secured notes. The security
interest for the new 14.25% Series A notes ranks junior to the
lien securing Anker's senior credit facility.

Moody's ratings reflect a relatively high probability that
Anker's free cash flow will, at best, just cover interest expense
over the next two years. The ratings and negative outlook are
heavily influenced by Anker's history of operating problems and
losses, and an increasingly difficult pricing and regulatory
environment. The first two factors raise concerns about the
stability of Anker's production costs and the inherent quality of
Anker's coal reserves. Anker's two surface mines have lives of
one to three years. While these mines account for only about 15%
of Anker's production, their short lives expose Anker to the risk
that operating permits for new mines will be delayed or not
granted by regulatory agencies, or that replacement mines will
not be able to satisfy the quality specifications of Anker's coal
contracts.

In addition, Anker's leverage, though reduced by its recent
restructuring and senior note exchange, remains very high at 12
times adjusted EBITDA ($12.1 million for the twelve months ended
September 30, 1999), and the higher coupon on the $106 million of
exchanged notes and $19.2 million of new secured notes will raise
interest expense by $5.6 million per year. Finally, it is
unlikely that noteholders would recover their entire principal
should Anker default (which would be its second using Moody's
definition).

The ratings recognize, however, the stability provided by Anker's
16 sales contracts with electric utilities and independent power
producers and gives credit for cost savings associated with the
company's decision to use contract miners at its underground
operations, although Moody's does not believe the cost reductions
will be as great as Anker anticipates. Also, the debt
restructuring has given Anker added financial flexibility.

The April 2000 interest payment on the 14.25% secured notes will
be paid in kind, the company has approximately $12 million of
revolving credit availability under the Foothill Capital
facility, and Rothschild Recovery Fund L.P. has agreed, under
certain conditions, to fund up to $6.3 million of the October
2000 interest payment. Asset sales may also generate cash,
although the timing and certainty of asset dispositions is
difficult to gauge given today's depressed coal property market.

Anker's coal contracts cover approximately 15 million tons of
coal over the next two years, or 75% of anticipated production.

The key part of Anker's plan to improve its operating performance
is the use of contract miners at its underground mines. The
company believes this will allow it to reduce operating,
administrative, and capital expenses, and reduce month-to-month
operating cost fluctuations.

Moody's believes the cost savings will be less than Anker has
projected, and will diminish over time as the contracts are
rebid. The contracts are for three years and can be cancelled
upon giving six months notice.

Moody's skepticism about operating costs stems primarily from
Anker's track record. Anker's production problems have typically
related to minability and geologic problems, such as irregular or
thinning coal seams, the presence of rider seams, and difficult
ground control conditions. These difficulties are not unusual for
coal mines in northern West Virginia and Maryland, where Anker's
operations are located. The contractors are paid a fee based on
clean coal mined. If mining conditions deteriorate, tonnage and
unit costs will both be affected and the contractor's margins
will be squeezed, which potentially will lead to higher contract
rates when the contract is rebid.

The company is forecasting gross profit (sales less cash
operating costs) of $41.5 million in 2000 and $40.8 million in
2001. This compares to $15.0 million in 1998 and $20.2 million
for the twelve months ended September 30, 1999.

Anker Coal Group produces coal from its own reserves in West
Virginia and Maryland and acts as broker or agent for third-party
coal producers. It had revenues of $240 million over the twelve
months ended September 30, 1999. Its corporate headquarters are
in Morgantown, West Virginia.


ARM FINANCIAL: Taps Walker, Truesdell, Radick & Assoc
-----------------------------------------------------
The debtors, ARM Financial Group Inc. and Integrity Holdings Inc.
seek to retain Walker, Truesdell, Radick & Associates as
restructuring agent for the debtors, and specifically Hobart
Truesdell as chief restructuring officer of the debtors.  A
hearing on the application will be held on March 2, 2000.

The firm will provide the following services:

Overseeing and conducting aspects of the Chapter 11 cases,
including the resolution of claims by and against the estates,
the promulgation and confirmation of a Plan of Liquidation and
the ensuing distributions to creditors, and dissolution of the
debtors;

Selling any remaining assets of the debtors' estates;

Maintaining the books and records of the debtors, filing all
necessary tax returns and fulfilling any and all other reporting
requirements;

Monitoring the liquidation by BlackRock Financial Management of
the securities to be included in the purchase price escrow;

Overseeing the resolution of any disputes with Western and
Southern which might result after consummation of the Asset Sale;

Managing the preparation of  "Final Balance Sheet and Adjustment
Certificate" within 60 days of the Asset Sale; and

Reporting regularly to the debtors' boards of directors and
acting in accordance with their directions.

The firm proposes to chare the debtors a flat hourly fee of $275
per hour, as well as seek reimbursement of reasonable out-of-
pocket expenses.


ASIA PULP: To Pay $135 Million in Settlement to Beloit
------------------------------------------------------
Asia Pulp and Paper Co. said Friday that it has agreed to settle
a dispute over the proposed purchase of two paper manufacturing
machines from Harnischfeger Industries Inc.'s subsidiary, Beloit
Corp., according to a newswire report. Singapore-based Asia Pulp
said that as part of the settlement it will pay $135 million to
Beloit. The agreement is subject to the bankruptcy court's
approval because Beloit and certain subsidiaries are operating
under chapter 11 protection. (ABI 28-Feb-00)


ATC GROUP: Seeks to Extend Exclusive Vote Period to May 12
----------------------------------------------------------
ATC Group Services Inc. is seeking a 60-day extension of the
exclusive period during which it may solicit acceptances to its
fourth amended plan of reorganization. An extension of the
exclusive solicitation period to May 12 will enable ATC to secure
firm exit financing commitments, fulfill the necessary conditions
to the exit financing and complete the plan solicitation process
without the threat of a competing plan of reorganization, the
consulting firm asserted in a motion, filed Tuesday. (The Daily
Bankruptcy Review and ABI 28-Feb-00)


CABLE SATISFACTION: Moody's Assigns Caa1 Rating Proposed Notes
--------------------------------------------------------------
Moody's Investors Service assigned a first-time Caa1 rating to
the proposed US$150 million offering of senior unsecured notes
due 2010 to be issued by Cable Satisfaction International, Inc.
(CSII). CSII's senior implied and senior unsecured issuer ratings
are B2 and Caa1, respectively, and the rating outlook is stable.

The ratings broadly reflect the risks inherent in the company's
aggressive business plan, including the successful execution of
its ambitious network construction program that is third-party
dependent; expansion of its marketing, customer service, billing
and other general infrastructure areas; uncertainty with respect
to subscriber acquisition costs and service take-rates, as well
as subscriber retention; and effective management of what is
anticipated to be a rapid growth environment.

The ratings also incorporate the company's high leverage and
moderate debt service coverage; substantial capital expenditures
requirements, which will render the company a net borrower for at
least the next few years; expectations of a heightened
competitive environment, including stronger responses from
incumbent service providers that generally enjoy greater
financial and other resources, as well as the potential for other
alternative competitor entrance into Portugal's recently
deregulated and newly liberalized markets; and structural
considerations with respect to the company's debt stack.

The ratings are supported, however, by the company's strong
liquidity position pro forma for the offering and increased bank
revolving credit facility availability, which should be
sufficient to finance both network construction and subscriber
growth to more mature levels; ownership of a technologically
advanced telecommunications infrastructure within 2-to-3 years,
and an existing (albeit more limited) network and subscriber base
currently, affording noteholders reasonable value both today and
prospectively; good growth prospects for the acceptance of its
bundled product and service offerings; the scaleability and
increasingly variable, revenue-driven component of its capital
expenditures once the network is built; and the existence of an
equity base of junior capital that provides some cushion in a
distress scenario.

Moody's also notes that management's prior experience in
constructing, building and running cable operations will be
important to the ultimate success of its current business plan.
The ratings are highly prospective and also incorporate Moody's
expectation that management will endeavor to maintain a prudent
mix of equity and debt financing to affect a more moderately
leveraged capitalization going forward, as accomplished through
follow-on equity issuances and/or the sale of dark fiber capacity
of a meaningful value over the next 12-to-18 months.

The Caa1 rating for the proposed senior notes further
incorporates the structural subordination of this debt class to a
large amount of current and permitted bank debt (although this
will be adjusted downward dollar-for-dollar against future equity
and fiber sales), as well as other senior obligations at the
subsidiary level.

CSII is a Canadian-based cable operator that is building a
facilities-based high-tech network for the provisioning of cable,
high-speed Internet access and telephony services in Portugal.
With nearly 1.8 million licensed homes for its local operating
subsidiary Cabovisao on a non-exclusive basis, approximately
205,000 of which are passed by its network that serves roughly
56,000 subscribers today, the company is the second largest
player in Portugal behind TV Cabo, an indirect subsidiary of the
incumbent telephone service provider Portugal Telecom.

Cable Satisfaction International is a Canadian-based company that
builds and operates networks for the provision of cable, high-
speed Internet access and telephony services in Portugal through
its subsidiary Cabovisao. The company maintains its headquarters
in Longueuil, Quebec.


CASMYN CORP: Plan of Reorganization
-----------------------------------
The Disclosure Statement, describing the Plan of Reorganization
of Casmyn Corp., debtor, was approved by the bankruptcy court by
an order entered on February 3, 2000. The Disclosure Statement
contains a discussion of the debtor and its subsidiaries, their
businesses, operations, assets, liabilities and financial
performance and a summary of the plan.

The plan is a reorganization plan providing for the debtor to
reorganize by paying all unsecured priority and trade creditors
in full on the effective date of the plan, reorganizing its
523,784 shares of preferred stock and its 243,578,142 shares of
common stock, continuing to operate its mining business, and
asserting certain potentially valuable litigation rights and
claims against former management and third parties that
facilitated "former management's misdeeds" as described in the
Disclosure Statement.



FIRSTPLUS FINANCIAL: Settlement Agreement With Bank One Texas
-------------------------------------------------------------
The debtor, FirstPlus Financial Inc. seeks approval of a
compromise of controversy with Bank One Texas NA and related
entities and request for modification of the automatic stay to
permit Bank One Texas to offset against the Bank Accounts, to the
extent permissible.

The material terms of the compromise include the following:

The claims of Bank One Arizona will be allowed in the amount of
$376,363.  The claims of Bank One Leasing will be allowed in the
reduce d amount of $3,553,443.  The claim of Bank One Texdaqs
related tot he Exchange Claim will be allowed in the reduced
amount of $62,000.  The claim of Banc One Financial will be
allowed in the amount of $118,267.

All of the funds that are in the registry of the Bankruptcy Court
as a result of the Collateral Sale Order will be disbursed to
Bank One Texas.  Any excess cash collateral over $3 million will
be retained by and/or paid over to the debtor.  

Upon Bankruptcy Court approval of the Disclosure Statement the
Bank One Entities will both support the plan and will elect
treatment under the plan as an electing creditor, so long as the
material economic terms of the plan do not change, and so long as
the terms of the Settlement Agreement are incorporated in any
such plan.

The parties agree to certain collection caps relating to the
Indemnity Claims and the parties agree to certain releases.


FRUIT OF THE LOOM: Committee Taps Pepper Hamilton
-------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
Judge Walsh's permission to retain Pepper Hamilton LLP, nunc pro
tunc to January 10, 2000, as its local counsel.

Subject to the control of the Committee, the New York-based law
firm of Otterbourg, Steindler, Houston & Rosen, P.C. (Scott L.
Hazan, Esq., and Brett H. Miller, Esq., lead the Otterbourg
team), which was tapped for the lead counsel slot, Pepper
Hamilton will:

(a) Attend hearings pertaining to the case, as necessary;

(b) Review applications and motions filed in connection with the
case;

(c) Communicate with Otterbourg as necessary;

(d) Communicate with and advise the Committee and attend meetings
of the Committee, as necessary;

(e) Provide expertise with respect to these proceedings and
procedural rules and regulations applicable to these cases; and

(f) Perform a other services for the Committee that are
necessary for its co-counsel to perform in these cases.

Pepper Hamilton will bill at its customary hourly rates:

     (a) David B. Stratton $340.00 per hour
     (b) David M. Fournier $270.00 per hour
     (c) Tara L. Lattomus $180.00 per hour
     (d) Monica Leigh Loftin $180.00 per hour
     (e) Andrea B. Unterberger $125.00 per hour
     (f) Jaymi H, Cook $110.00 per hour

David B. Stratton, Esq., leading the engagement, assures the
Court that Pepper Hamilton does not hold, or represent any other
entity having, an adverse interest in connection with the
Debtors' cases.  Mr. Stratton discloses that Pepper Hamilton
represents a number of the Debtors' creditors in matters
unrelated to these cases and works with all of the professionals
employed and retained in these cases in unrelated matters.  
(Fruit of the Loom Bankruptcy News Issue 4; Bankruptcy Creditor's
Service Inc.)


GRAND UNION: Removes Harris and Elects Philbin CEO
--------------------------------------------------
The Grand Union Company has removed J. Wayne Harris from his
position as chief executive officer, Chairman of the Board, and a
director of the company.

Gary M. Philbin, the company's president and a member of the
Board of Directors, was elected CEO to replace Harris, and
Stephen M. Peck, anon-management director, has become Chairman of
the Board, replacing Harris in that role. Philbin had served as
Grand Union's president and chief merchandising officer since
joining the company in 1997.

In addition, Jack W. Partridge, Jr., resigned from his position
as vice chairman, chief administrative officer and a director of
Grand Union, and the company promoted its executive vice
president and chief financial officer, Jeffrey P. Freimark, to
succeed him as chief administrative officer. Freimark, who came
to Grand Union in 1997 and continues as CFO, has also been
elected to Grand Union's Board of Directors.

Speaking about the remaining 14-person Board, Mr. Peck said: "We
are all very pleased with the composition of the entire Board and
its capacity to support management in all areas as we seek to
enhance the value of Grand Union."

Commenting on the top-level management restructuring, CEO Philbin
stated: "We are now in the fourth quarter of what has proven to
be a challenging fiscal year. It is also clear that we must step
up our efforts to refine and revitalize our retailing and
merchandising strategies. We must also execute our plans for
opening new and remodeled stores, and bolstering
operations at existing locations."

Gary Philbin became Grand Union's president and chief
merchandising officer in October 1997, having joined the company
from SuperValu, Inc, where he was executive vice president of
merchandising for its Cub Food Stores Division.  Prior to that,
he was vice president of merchandising with the Waldbaum's
Division of The Great Atlantic & Pacific Tea Company, Inc., and
had been in key merchandising and operations posts at The Kroger
Co.

Jeffrey Freimark has been with Grand Union since March 1997, and
in his role as CFO he initially also held chief administrative
responsibilities. He came to the company following 11 years at
Pueblo Xtra International, Inc., a leading supermarket chain in
Puerto Rico and the U.S. Virgin Islands, where, most recently, he
served as executive vice president and CFO. Prior to that, he
held senior financial and legal posts at New Jersey-based Kings
Super Markets, Inc.

Grand Union operates 217 retail food stores in Connecticut, New
Hampshire, New Jersey, New York, Pennsylvania and Vermont.


GREATER SOUTHEAST: Bondholders May Receive Payment In Next Months
-----------------------------------------------------------------
The Bond Buyer reports on February 28, 2000, that bondholders of
the Greater Southeast Community Hospital will likely be paid
within the next three months, and may receive more than 22 cents
on the dollar, attorney Clifford E. Barnes of Epstein Becker &
Green said in an interview Friday.

Barnes represents Scottsdale, Ariz.-based Doctors Community
Healthcare Corp., which purchased the hospital in a $22.25
million deal completed Dec. 30, 1999. He said he is the company's
lead counsel in the hospital's ongoing bankruptcy proceeding.

The report claims that there are holders of about $47 million of
revenue bonds, issued in 1993 through Prince George's County, Md.
And that parties are currently negotiating the sale of some of
the hospital's remaining assets, which include two nursing homes
and a smaller hospital in Maryland.

The report quotes Ann-Ellen Hornidge, an attorney with Boston-
based Mintz, Levin, Cohn, Ferris, Glovsky and Popeo who
represents some institutional bond holders, and who disagrees
with Barnes' assessment. "It's irresponsible for him to make any
speculation about bondholder recovery from the seat that he's
in," she said. "He is not involved in the allocation of the
purchase price of those assets or in the sale of the other
facilities belonging to the Greater Southeast system, all of
which will factor into the ultimate recovery for bondholders."

   
INDUSTRIAL IMAGING: Engages New Independent Auditors
----------------------------------------------------
In December Industrial Imaging Corporation engaged Cayer Prescott
Clune & Chatellier, LLP as its new independent auditors for the
company's fiscal year ending March 31, 1999 and terminated its
auditor  relationship with BDO Seidman, LLP.

BDO served as the independent auditors for the company for the
fiscal year ended March 31, 1998. In its report on the financial
statements for that fiscal year BDO included an explanatory
paragraph regarding the uncertainty as to Industrial Imaging's
ability to continue as a going concern because of recurring
losses from operations and the non-payment of debt obligations
as they became due. The decision to change independent auditors
was approved by the company's Board of Directors because of its
deteriorating financial condition and its inability to pay BDO
for the work it had performed.


KMART: Dodge & Cox Reports Holdings
-----------------------------------
The investment advisor firm of Dodge & Cox reports holding an
aggregate 34,663,010 shares of the common stock of Kmart
Corporation.  The firm has the sole power to vote or direct the
vote of 31,687,860 of those shares; the shared power to vote or
direct the vote of 313,000 of the shares; and the sole power to
dispose or to direct the disposition of 34,663,010 of the
shares.  The securities reported on are beneficially owned by
clients of Dodge & Cox, which clients may include investment
companies and/or employee benefit plans, pension funds, endowment
funds or other institutional clients.  The aggregate amount held
represents 7.0% of the outstanding common stock of Kmart.


PCG MEDIA: Announces Merger and Name Change
-------------------------------------------
In accordance with an Acquisition Agreement and Plan of Merger
dated January 18, 2000 between PCG Media, Inc., a Nevada
corporation, and Home Gambling Network, a California corporation,
Home Gambling Network will merge with and into PCG Subsidiary
Corp., a wholly owned subsidiary of PCG and Home Gambling Network
and will continue as the surviving corporation.

Concurrent with the merger, PCG will change its name to
i2Corp.com.  Home Gambling Network will remain a wholly owned
subsidiary of i2Corp.com. The consideration exchanged in the
merger was negotiated between PCG and Home Gambling Network.


PCG MEDIA: Board of Directors Makes Changes
-------------------------------------------
On February 8, 2000, the Board of Directors of PCG Media,Inc.
made the following changes:

1.   deedee Molnick was elected President
2.   Christopher Paul Almida was elected Vice President
3.   Melvin Molnick was elected Secretary/Treasurer

Also on February 8, 2000, the following were appointed by the
shareholders  to serve on the Board of Directors:

deedee Molnick, Christopher Paul Almida, Susanne M. Molnick, Phil
D. Anderson, H. Yale Gutnick, and Bradley Alan Grieco.


PLAY BY PLAY TOYS: Bank One Corp Reports Holdings
-------------------------------------------------
Bank One Corporation, as the Parent Holding Company for Bank One
Trust Company, N.A., and Banc One Capital Holdings Corporation,
reports beneficial ownership of 1,668,667 shares of the common
stock of Play By Play Toys & Novelties, Inc.  The subsidiary has
the sole power to dispose of, or direct the disposition of the
stock.  1,668,667 shares represents  16.9% of the outstanding
common stock of the company.


PSI INDUSTRIES: Reports Sale of Assets to SEC
---------------------------------------------
On January 10, 2000 an order granting PSI Industries, Inc.'s
motion for authorization to sell assets free and clear of claims,
liens, interests and encumbrances was granted by the Bankruptcy
Court.

On February 3, 2000, under an Asset Purchase Agreement, the
company sold substantially all of its assets to M Group USA, Inc.
for $1,178,500 on an as is, where is basis, with no
representations or warranties, either express or implied. The
assets include, but are not limited to, the following: all
purchase orders selected by the buyer, in its sole discretion,
relating to the manufacture, sale, distribution, and related
activities, including, but not limited to, the Message Camera and
Smile lime camera business; all goodwill, books, records,
machinery, equipment, assignable leases for personal property and
any agreements relating to the Camera Business.


SUNRISE SUITES: GBC Bancorp Receives Problem Loan Payment
-----------------------------------------------------------------
GBC Bancorp (Nasdaq:GBCB), parent company of General Bank, today
received $28 million from the bankruptcy-court-ordered sale of
the Sunrise Suites hotel, casino and RV park in Las Vegas.

The bank is owed additional amounts on its loan to Sunrise
Suites.  The bank holds as collateral a senior-most real estate
encumbrance on approximately 18 acres of land in Las Vegas, which
the bank anticipates will be sold within the next two to three
months.



TULTEX CORP: Taps Michael Fox and International Textile Machinery
-----------------------------------------------------------------
The debtors, Tultex Corporation, et al., seek court authority to
retain and employ the joint venture of Michael Fox International
Inc. and International Textile Machinery Sales, Inc. as asset
sale agent in these cases.

The Joint Venture will earn a commission of 6% on proceeds up to
$5 million, 7% on proceeds from $5 million to $10 million, and 9%
on proceeds in excess of $10 million.

The debtors anticipate that Binswanger Southern (NC)Inc as real
estate broker agent will work together with the Joint Venture to
get the best price possible for closed manufacturing facilities
and the personal assets contained therein.


U.S. OFFICE PRODUCTS: Moody's Lowers Bank Rating To Caa1
--------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of U.S.
Office Products following the company's report of weak third
quarter operating results and a significant revision of future
earnings expectations.

The following ratings were affected by this action:

Senior implied rating to Caa1 from B3;

Rating of approximately $1,050mm secured credit facilities
maturing through 2006 to Caa1 from B3;

Senior unsecured issuer rating to Caa2 from Caa1;

Rating of $400mm 9.75% sr. subordinated notes due 2008 from to Ca
from Caa2.

The rating outlook remains negative.

The ratings recognize the higher risk of default following a
disappointing earnings release, resulting in a significant
revision of operating results for the year ending April 2000.
USOP's weak results for the third quarter were partly due to
temporary disruptions as a result of operational restructurings
that Moody's believes will have a positive impact on the company
in the longer term. However, Moody's believes that competition
for USOP's customers and the potential for lower growth in the
U.S. economy reduce the potential for recovering lost sales in
future periods.

The downgrade of the subordinated notes recognizes their legal
and effective subordination to bank borrowers and trade
creditors. Moody's believes their value would be significantly
impaired in case of default.

The negative rating outlook reflects uncertainty about USOP's
ability to achieve acceptable operating performance and about the
potential for future asset sales to reduce debt.

USOP's high base of fixed costs, typical of a distribution
company, means that operating earnings and cash flow could suffer
disproportionately with even a moderate falloff in sales levels.
At revised earnings expectations for the year ending April 2000,
Moody's believes that USOP may be unable to comply with bank
covenants and may be unable to meet debt service requirements
from operating cash flow. USOP is intensifying initiatives to
reduce operating expenses. The company has paid down debt during
fiscal 2000 with cash generated from assets sales.

The continued low exchange rate of the NZ kiwi to the U.S. dollar
have also reduced the asset and cash flow coverage of U.S. dollar
debt attributable to these businesses. However, Moody's believes
there continues to be realizable value in USOP's AustralAsian
businesses, as demonstrated by the prices at which some
properties have recently changed hands. Moody's also continues to
believe that a number of the company's businesses, such as Mail
Boxes Etc., its vending business, and its furniture operations,
remain a source of value for the company and its stakeholders.

U.S. Office Products Co., headquartered in Washington, D.C., is
one of the largest contract stationers, with operations largely
in the U.S. and New Zealand. Revenues were $2.66 billion for the
year ended April 1999. Clayton Dublier & Rice owns approximately
49% of USOP on a fully diluted basis.


VENCOR: Extends Maturity of Its $100 M DIP Financing
----------------------------------------------------
Vencor, Inc. announced that it has agreed with its lenders to
amend the Company's $100 million debtor-in-possession financing
(the "DIP Financing") to extend its maturity until June 30, 2000.
The Amendment also revises certain financial covenants and
permits the Company to seek an extension of the period of time to
file its plan of reorganization. The United States Bankruptcy
Court for the District of Delaware must approve the Amendment.
The hearing on the Amendment is scheduled for March 10, 2000.

The DIP Financing and existing cash flows will be used to fund
the Company's operations during its restructuring. As of February
25, 2000, the Company had no outstanding borrowings under the DIP
Financing.

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court on September 13,
1999.

Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.


WORLDCORP: Citigroup Reports Holdings
-------------------------------------
Citigroup Inc. holds shared voting and dispositive power over
878,983 shares of the common stock of WorldCorp Inc.,
representing 6.3% of the outstanding common stock of the company.  
Each of The Travelers Insurance Group Inc., PFS Services, Inc.,
and Associated Madison Companies share voting and dispositive
power over 809,200 of those shares of common stock of WorldCorp
Inc., representing 5.8% of the outstanding common stock of the
company.

PFS Services, Inc. is the sole stockholder of The Travelers
Insurance Group,Inc.; Associated Madison Companies is the sole
stockholder of PFS Services, Inc; and Citigroup is the sole
stockholder of Associated Madison Companies.


Meetings, Conferences and Seminars
----------------------------------
February 27-March 1, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 2-5, 2000
   COMMERICAL LAW LEAGUE OF AMERICA
      1st Annual Winter Conference
         Radisson Resort Hotel, Scottsdale, Arizona
            Contact: 1-561-241-7301 or 1-213-487-7550

March 8-10, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Healthcare Restructurings: Successful Strategies
      for Managing Distressed Finances
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
March 10, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza Hotel. Los Angeles, California
            Contact: 1-703-739-0800

March 10 & 11, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Spring Seminar
         Hotel Monteleone, New Orleans, Louisiana
            Contact: 1-803-252-5646 or info@nabt.com

March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

March 23-25, 2000
   ALI-ABA
      Partnerships, LLCs, and LLPs -- Uniform Acts,
      Taxation, Drafting, Securities and Bankruptcy
         Doubletree Paradise Valley Hotel,
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

March 30-April 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

April 3-4, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI

April 5-8, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         The Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or info@turnaround.org
         
April 6-7, 2000
   ALI-ABA
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

April 10-11, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reoorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact: 1-800-260-4PLI

April 27-30, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800

May 4-5, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

May 15, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      2nd Annual New York City Bankruptcy Conference
         Association of the Bar of the City of New York,
         New York, New York
            Contact: 1-703-739-0800

May 26-29, 2000
   COMMERCIAL LAW LEAGUE OF AMERICA
      52nd Annual Meeting of the New England Region
         Colony Hotel, Kinnebunkport, Maine
            Contact: 1-617-742-1500 or richard@landayleblang.com

June 8-11, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800
   
June 14-17, 2000
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      16th Annual Bankruptcy and Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or aira@ccountry.net

June 29-July 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

July 13-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Northeast Bankruptcy Conference
         Doubletree Hotel, Newport, Rhode Island
            Contact: 1-703-739-0800
            
July 21-24, 2000
   National Association of Chapter 13 Trustees
      Annual Seminar
         Adams Mark Hotel, St. Louis, Missouri
            Contact: 1-800-445-8629 or info@nactt.com

August 3-5, 2000
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Somewhere in Boston, Massachusetts
            Contact: 1-800-CLE-NEWS

August 9-12, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Southeast Bankruptcy Workshop
         Hyatt Regency, Hilton Head Island, South Carolina
            Contact: 1-703-739-0800

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loews Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

September 15-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Views From the Bench 2000
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800

September 21-22, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

September 21-23, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800

September 21-24, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      8th Annual Southwest Bankruptcy Conference
         The Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800

November 2-6, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or info@turnaround.org

November 30-December 2, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

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



                  *********

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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contained herein is obtained from sources believed to be
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                 * * * End of Transmission * * *