TCR_Public/000301.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Wednesday, March 1, 2000, Vol. 4, No. 42  
                            
                  Headlines

AURORA FOODS INC.: Moody's Lowers Ratings
BOSTON CHICKEN: Summary of Plan of Reorganization
BREED TECHNOLOGIES: Postpones Board Meeting
CONSOLIDATED GROWERS & PROCESSORS: Files Chapter 7
COHO ENERGY: Announces Improved Financial Results

CONTINENTAL INVESTMENT: Rahr Reports Divestiture of Stock
CWT SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
ELDER BEERMAN: Hires Investment Banker Wasserstein, Perella
FIDELITY BANCORP: Signs Plan of Merger With Pennwood Bancorp
FORMAN PETROLEUM: Reports Plan Confirmation to SEC

FORMAN PETROLEUM: Reorganization Plan Detailed
FRUIT OF THE LOOM: Committee Taps Arthur Andersen As Advisor
ICO GLOBAL: First Satellite Set for Launch
INSILCO CORP: Completes Acquisition of T.A.T. Technology
INSILCO CORP: Insilco Holding Reports Sales and Operating Results

LITTLE SWITZERLAND: Carey Reports Holdings
MESA AIR GROUP: Board Authorizes Repurchase of Shares
PACIFIC INTERNATIONAL: Moving Toward Emergence From Chapter 11
PLANET HOLLYWOOD: Receives Confirmation of Plan of Reorganization
PRECISION AUTO CARE: Provides Automotive Maintenance

PURINA MILLS: Preliminary 4th Quarter And Annual 2000 Results
TITAN INTERNATIONAL: Moody's Lowers Ratings

                  *********

AURORA FOODS INC.: Moody's Lowers Ratings
-----------------------------------------
Moody's Investors Service lowered the rating of Aurora Food's
Inc.'s $175 million senior secured revolving credit facility,
maturing 2005, its $225 million term loan A, maturing 2005, and
its $375 million term loan B, maturing 2006, to B2 from Ba2. The
$100 million senior subordinated notes (without premium), due
2007, the $100 million senior subordinated notes (with premium),
due 2007, and the $200 million senior subordinated noted, due
2008, were lowered to Caa1 from B1. The senior unsecured issuer
rating is B3. The ratings remain under review for possible
further downgrade. The senior implied rating is B2.

The rating action reflects the expectation of materially lower
past adjusted earnings and future earnings, related diminished
creditor protection, concerns about the outcome of the
investigations into the company's accrual of trade promotion
expenses in 1999 and broader accounting practices for prior
periods, and the unknown circumstances related to the resignation
of senior officers.

Our ongoing review will focus on the company's financial
condition, sales, earnings, cash flow, liquidity, and
management's execution of corrective measures as related to
creditor protection.

Moody's understands that the audited financial statements for
fiscal year ended December 31, 1999 are expected to be filed by
the end of March and that some financial information is expected
to be announced approximately mid-March. The company announced in
its press release on February 18, 2000 that it expects a non-cash
charge related to the accounting investigation into the company's
accrual of trade promotion expenses in 1999 that will result in a
material reduction in earnings for 1999 and possibly a small
loss. Although no further financial information has been provided
by the company, Moody's believes that a significant portion of
the charges will probably not be one-time charges and that
therefore the future earnings and cash flow will likely be
significantly lower than previously expected levels.
Additionally, although the company has not announced the reasons
for the resignation of several senior officers, we believe the
resignations imply potential serious misconduct. Moody's
understands that the company is currently in discussions with its
banks concerning its credit facilities, that operations are being
managed by division management as usual, and that as discussed in
its press release the executive search for senior management is
proceeding.

Aurora Foods, Inc., headquartered in St. Louis, Missouri,
produces and markets branded grocery dry and frozen food products
including Duncan Hines baking mixes, Log Cabin and Mrs.
Butterworth's syrup, Van de Kamp's and Mrs. Paul's frozen
seafood, Aunt Jemima's frozen breakfast products, Celeste frozen
pizza, Chef's Choice skillet meals, and Lender's bagels.


BOSTON CHICKEN: Summary of Plan of Reorganization
-------------------------------------------------
Under an Asset Purchase Agreement between he Debtors and Golden
Restaurant Operations, Inc., a wholly owned subsidiary of
McDonald's Corporation, the Debtors intend to sell substantially
all of its assets to McDonald's for an aggregate estimated
consideration of $173,500,000 including the Cash Consideration
and the assumption of certain liabilities.  This asset sale,
which the Debtors outline in their Plan of Reorganization, will
provide the primary source of funding payments under the Plan.  
The Debtors disclose that all or virtually all of the assets to
be sold are currently subject to Liens and the current validity
and priority of these Liens will be attached to the Proceeds of
sale. Therefore, the actual disposition of the Cash Consideration
under the Asset Purchase Agreement may not require allocation
among the multiple Debtors because the DIP Lenders, the 1995
Lenders and/or 1996 Lenders have Liens on substantially all of
the assets to be sold, regardless of which Debtor owns those
assets.

The assets being transferred include cash, accounts receivable,
notes receivable, inventory, those contracts to be assumed
according to the Plan, real and personal property located at the
locations to be sold, the Debtors' trademarks and other
intellectual property, and the Debtors' claims against Boston
West and rights in Platinum.

Certain assets, including real and personal property located at
the stores that the McDonald's conclusively determines not to
assume prior to the Effective Date will not be transferred.

Certain real property, Boston Chicken's 51.9% interest in
Einstein/Noah Bagel Corp., and the Litigation Claims, including
all Litigation Claims arising under the Bankruptcy Code (i.e. the
Retained Assets) are the only material assets not to be
transferred.

The Asset Purchase Agreement divides executory contracts and
leases into three groups:

(1) those that will be assumed on the Effective Date or a later
date on or before May 19, 2000 to be set by the Buyer;

(2) those to be rejected on the Effective Date, and

(3) those with respect to which no final decision will have been
made as of the Effective Date (the "Unresolved Executory
Contracts").

The Buyer will make a final decision to accept an assignment of
each Unresolved Executory Contract on or before May 19, 2000.
Because the Debtors are ceasing all operations, any Unresolved
Executory Contract of which the Buyer does not accept an
assignment will be of no further use to the Debtors and they will
seek authority to reject all such contracts. The Plan proposes to
set a deadline of May 19, 2000 for the filing of any motion to
assume or reject and a determination of those motions by the
Bankruptcy Court no later than June 30, 2000, unless the period
is extended prior to that date.

According to the Plan, allocation of the purchase price among the
Collateral of various Secured Creditors shall be determined by
the Bankruptcy Court and once such allocation has been made, the
Proceeds from the sale will be distributed as follows:

(1) All holders of Allowed Secured Claims, other than the 1996
Lenders, shall receive the Proceeds allocable to their
Collateral;

(2) The Proceeds from the disposition of any unencumbered assets   
("Estate Funds") will be used to pay Allowed Unclassified
Priority Claims and Other Priority Claims, which are in Class 1
in each Debtor's case (collectively "Priority Claims");

(3) The Proceeds allocable to the Collateral that secures the
1996 Lenders' Allowed Secured Claims shall be used to pay any
remaining Priority Claims (after the proceeds of unencumbered
assets have been exhausted) and to establish a reasonable reserve
for the Plan Trust's administration of the Retained Assets,
including without limitation retained Litigation Claims, and the
balance thereof shall be distributed to the 1996 Lenders, to be
applied against their Allowed Secured Claims.

The Retained Assets that are not sold to the Buyer will be
transferred to the Plan Trust on the Effective Date, subject to
all valid and enforceable Liens. The Plan Trustee will be
responsible for liquidating Retained Assets. The Plan Trustee
will turnover consideration received for Retained Assets that
constitute Collateral to the Secured Creditor with a Lien, or
will surrender to each Secured Creditor (other than the 1996
Lenders) its Collateral no later than one year from the Effective
Date. The Plan Trustee will liquidate the Collateral of the 1996
Lenders and distribute the Proceeds thereof to the 1996 Secured
Lenders. Under no circumstances will any Secured Creditor receive
aggregate distributions in excess of its Allowed Claim. Any such
excess Proceeds will be treated as Estate Funds.

The Plan Trustee will distribute the Estate Funds (Proceeds of
Retained Assets that are not Collateral, and any surplus after
payment in full of any Secured Creditor) in the following order:

(1) to reimburse the 1996 Lenders for all amounts paid to
Priority Creditors from the Collateral of the 1996 Lenders and on
account of the Adequate Protection Obligations, if any, and

(2) pro rata to the General Unsecured Creditors (including any
deficiency Claims of the Secured Creditors of that Debtor) of the
Debtor that owned such Retained Assets immediately prior to the
Confirmation Hearing.

In the case of Boston Chicken, the allocation among Unsecured
Creditors will enforce the contractual subordinates provisions of
the Debentures issued by Boston Chicken to those creditors in
each subclass of BCI Class 6 (the 1994 Debentures, 1997
Debentures, and LYONs). As a result, the distributions that
otherwise would have been made to Subordinated Creditors will be
made to the Unsecured Creditors to whom they are contractually
subordinated, until and unless each senior Unsecured
Creditors are paid in full. Because of this subordination, it is
extremely unlikely that the BCI Class 6 Subordinated Creditors
will receive any distribution under the Plan.

Holders of equity interests and holders of Securities Claims will
not retain or receive any property under the Plan. As a result,
these Classes of Claims and Interests are deemed to have rejected
the Plan and their votes will not be solicited. In addition, the
Debtors will not solicit the votes of the Subordinated Creditors
in BCI Class 6, because it is very likely that they will receive
no property under the Plan and, therefore, the Debtors believe
that Subordinated Creditors in BCI Class 6 should be
deemed to have rejected the Plan.

Under the Plan, all Allowed Claims against and Allowed Interests
in BCI are divided into 12 classes, all Allowed Claims against
and Allowed Interests in BCREI are divided into 6 Classes, and
all Allowed Claims against and Allowed Interests in each Boston
Chicken Affiliate are divided into 8 or 9 Classes, depending on
whether that BCA issued any preferred Interests. Of these
Classes, (i) Class 2 in each Chapter 11 Case constitutes the
Allowed Secured Claims of the 1996 Lenders with respect to
which BCI, BCREI and each BCA may be jointly and severally
liable, and (ii) BCI Class 3 and each BCA Class 3 constitute the
Allowed Secured Claims of the 1995 Lenders with respect to which
BCI and the Boston Chicken Affiliates may be jointly and
severally liable. To the extent that the 1996 Lenders and/or the
1995 Lenders hold Allowed Unsecured Claims these same Debtors are
jointly and severally liable for these deficiencies. The Debtors
believe these deficiencies will constitute the majority in dollar
amount of all Allowed Unsecured Claims in each Chapter
11 Case that are not subordinated.

The Classes do not include certain Claims, including DIP Facility
Claims, Adequate Protection Obligations, Adminstrative Claims,
and Priority Tax Claims which, pursuant to Section 1123(a)(1) of
the Bankruptcy Code, cannot be classified. All of these Priority
Claims, other than the Adequate Protection Obligations, if any,
will all be paid in full in Cash on the Effective Date or assumed
by the Buyer and paid according to their original terms. The
Adequate Protection Obligations, if any, will be paid from the
Estate Funds as and when the Plan Trustee realizes such Estate
Funds.

Until the Proceeds are allocated among the holders of Allowed
Secured Claims, it is impossible to determine what distribution
will be made to each Secured Creditor. The distributions on
account of all Allowed Priority Claims and Allowed Secured Claims
will almost certainly consume all of the Cash Consideration from
the sale to the Buyer. All of the Retained Assets will also be
subject to a new Lien securing the 1996 Lenders' Reimbursement
Claims. The only material Retained Assets other than Litigation
Claims, will be subject to Liens securing the 1996 Lenders'
Claims and/or, Liens securing the 1995 Lenders' Claims.

Distributions to holders of Allowed Unsecured Claims will
therefore depend primarily on the amounts recovered from the Plan
Trustee's liquidation of any unencumbered Remaining Assets,
especially the Litigation Claims, and the amount of the 1996
Lenders Allowed Adequate Protection Obligations, if
any.

There will be no distribution to the holders of Allowed Unsecured
Claims if the sum of the Priority Claims paid from the Proceeds
of the 1996 Lenders' Collateral, and the Allowed Adequate
Protection Obligations, if any, exceed the Proceeds from all
unencumbered assets.

It is very unlikely that there will be any distribution to the
holders of Allowed BCI Class 6 Claims. The Plan preserves the
right of holders of such Subordinated Claims to receive a
distribution if senior Unsecured Claims are paid in full. This
is, however, very unlikely to happen.

Holders of Allowed Claims in BCI Class 7 (Debt Securities
Claims), BCI Class 12, BCREI Class 6 and Class 9 of each BCA
(Equity Securities Claims), and all Interests (i.e. BCI Classes
9, 10 and 11, BCREI Class 5, and Classes 6, 7 and 8 of each BCA)
are Impaired and will receive no distribution under the Plan.
These classes are, therefore, deemed to have rejected the Plan.

Class 1 with respect to each Debtor will be paid in full on the
Effective Date. All other Claims against the Debtors will be
Impaired, and are entitled to vote on the Plan.

Best Interests Test/Liquidation Under Chapter 7

Even if the Plan is accepted by each Class of Impaired Claims,
the Bankruptcy Court must find that the Plan is in the best
interests of all holders of Claims that are Impaired by the Plan
and that have not accepted the Plan. The "best interests" test,
set forth in Section 1129(a)(7) of the Bankruptcy Code, requires
the Bankruptcy Court to find either that all members of an
impaired class of claims have accepted the Plan or that the
Plan will provide a member who has not accepted the Plan with
property of a value, as of the effective date of the Plan, that
is not less than the amount that such holder would receive if the
debtor were liquidated under Chapter 7 of the Bankruptcy Code on
that date.

To calculate the probable distribution to members of each
impaired class of claims if a debtor were liquidated under
Chapter 7, the Bankruptcy Court must first determine the
aggregate dollar amount that would be generated from the debtor's
assets if its Chapter 11 case were converted to a Chapter 7 case
under the Bankruptcy Code. This "liquidation value" would consist
primarily of the proceeds from a forced sale of the debtor's
assets by a Chapter 7 trustee.

This liquidation value would be distributed based on statutory
priorities, i.e  no junior class of claims may be paid anything
unless all classes of claims senior to such junior class are paid
in full). Bankruptcy Code 510(a) provides that subordination
agreements are enforceable in bankruptcy cases to the same extent
that they are enforceable under applicable non-bankruptcy law.
Therefore, no class of claims that is contractually subordinated
to another class would receive any payment on account of its
claims, unless all senior classes are paid in full. It is,
therefore, exceedingly unlikely that Subordinated Creditors could
receive anything in the extent of a conversion.

The Debtors believe that under the Plan all holders of Impaired
Claims and Impaired Interests will receive property with a value
not less than the value such holder would receive in a
liquidation of the Debtors under Chapter 7 of the Bankruptcy
Code. The Debtors' belief is based primarily in the following:

(i) Chapter 7 would substantially reduce the proceeds available
for distribution to Creditors, including, but not limited to,

(a) the increased costs and expenses of a liquidation under
Chapter 7 arising from fees payable to a Chapter 7 trustee and
professional advisors to the trustee,

(b) the erosion in value of assets in a Chapter 7 case in the
context of the rapid liquidation required under Chapter 7 and the
"forced sale" atmosphere that would prevail,

(c) the adverse effects on the Debtors' businesses as a result of
the likely departure of key employees,

(d) the substantial increases in claims, such as estimated
contigent claims, which would be satisfied on a priority basis or
on parity with the nonpriority unsecured Creditors,

(e) the reduction of value associated with a Chapter 7 trustee's
likely cessation of operations, and

(f) the substantial delay in distributions to the Debtors'
Creditors that would likely ensue in a Chapter 7 liquidation; and

(ii) the liquidation analysis prepared by the Debtors with the
assistance of Lazard.

The Court approves the Plan, fixing March 22, 2000 as the last
day for filing written acceptances or rejections of the Plan, and
also the last day for filing and serving written objections to
confirmation of the Plan. The Court also sets April 4, 2000,
10:00 a.m. as the date and time for a preliminary confirmation
hearing. (Boston Chicken Bankruptcy News Issue 21; Bankruptcy
Creditor's Service Inc.)


BREED TECHNOLOGIES: Postpones Board Meeting
-------------------------------------------
The Ledger (Lakeland, FL) reports on February 26, 2000, that
Breed Technologies has postponed a board meeting to decide on the
company's future. Currently under Chapter 11 bankruptcy
protection, the company's management and a consulting firm are
reviewing bids from companies seeking to buy all or part of
Breed. Or, the company might retain its holdings and obtain new
financing, company President Charles Speranzella has said.

A meeting had been planned for early February to present a
recommendation to Breed's board of directors, but it was
postponed for at least seven to 10 days. This week, Speranzella
said that deadline has been pushed back to no later than
March 15.


CONSOLIDATED GROWERS & PROCESSORS: Files Chapter 7
--------------------------------------------------
"Due to circumstances beyond the control of the company,
CONSOLIDATED GROWERS & PROCESSORS, INCORPORATED has been forced
to file for bankruptcy protection under USC Chapter 7," said
Charles Shamash, counsel for the Company in Los Angeles.  Recent
legislative changes coupled with the continuing bureaucratic
bottlenecks in Canada, have made it impossible for the Company to
proceed with its activities.

According to Company officials, during the first year of
operations in Canada, Doug Brown at The Manitoba Securities
Commission made it extremely difficult for the Company to
complete its fund raising for nearly 10 months due to an
"unofficial investigation" of the Company's purported improper
activities raising money from Dauphin farmers.  Although the
Company was represented by Art Stacy from Thompson, Dorfman and
Sweatman, the largest Winnipeg law firm, during the Dauphin
matter AND in fact collected NO money from Dauphin local
residents, the Manitoba Securities Commission and the local
press, led by Roberta Rampton at the Western Producer, publicly
harassed and continued to negatively portray the Company's
intentions.  The fact that the Company subsequently filed a
multi-million dollar malpractice lawsuit against Art Stacy and
Thompson, Dorfman and Sweatman was NEVER reported by Rampton who
was, self-admittedly, "following the Company's activities
closely."  

In January, Revenue Canada, WITHOUT WARNING OR NOTICE, "attached"
the Company's bank account.  Although seed sales of grain crops
are exempt from Goods and Service Tax (GST) and no other hemp
company was charged GST, the Company was levied a $100,000+ tax
lien for seed sales in 1999.  When asked to explain, Revenue
Canada replied "file a written objection and it could take 60-90
days for a ruling."

Mark Kaeller, a company spokesperson, said "industrial hemp is
such a fabulous opportunity for Canadian farmers and CGP had such
great potential, it's too bad we had to set up business in
Manitoba.  All Canadian growers were only charged a fraction of
their seed costs in Spring 1999 and still owe money to the
Company," Kaeller said.  CGP will now join the endless list of
other companies who have lost millions of dollars doing business
in Manitoba, Canada.  Other Company officials concur that
although they made certain poor management, consulting and
business associations in Canada, they have learned the hard way
why so few companies invest money or do business in Manitoba.

The company was the first international industrial hemp company.


COHO ENERGY: Announces Improved Financial Results
-------------------------------------------------
Coho Energy, Inc. (OTCBB:COHO) reported today that its 1999 year
end proved oil and gas reserves increased 3.1% to 114.5 million
barrels of oil equivalent.

The Company also reported improved financial results for the
quarter and year ended Dec. 31, 1999. In addition, the Company
announced that the record date for the rights offering proposed
under its bankruptcy Plan of Reorganization was set
at the close of business on March 6, 2000.

Coho's proved reserves at Dec. 31, 1999 rose 3.1% to 107.7
million barrels of oil and natural gas liquids and 40.6 billion
cubic feet of natural gas from 100.0 million barrels of oil and
66.3 billion cubic feet of natural gas at Dec. 31, 1998. When
taking into account the year's production of 3.8 million barrels
of oil equivalent, the increase in reserves was 6.5% over year
end 1998 reserves.

The increase in oil and natural gas liquids reserves reflects the
substantial improvement in crude oil prices at year end 1999.

The Company's New York Mercantile Exchange reference price at
Dec. 31, 1999 was $25.60 per barrel versus $12.05 per barrel at
year end 1998. The change in methodology in reporting shrinkage
in natural gas processing resulted in the decrease in gas
volumes year over year offset by a corresponding increase in
liquids volumes.

The improved year end crude oil prices had a significant impact
on the Company's year end reserve value. Using net cash flows of
$1,794 million and a discount rate of 10%, the present value of
proved reserves was $795.8 million. This represents a 195.5%
increase over the $269.3 million reported at year end 1998.

Operating results improved in 1999 when compared with 1998 due
primarily to improved crude oil prices. The Company reported a
loss of $30.7 million ($1.20 per share) for the year ended Dec.
31, 1999 as compared to a loss of $203.3 million ($7.94 per
share) in 1998. Included in 1999 results are charges totaling
$4.2 million relating to reorganization costs and tax penalties
as well as a $ 5.4 million charge associated with Company's
writedown of all but the geological and geophysical costs
associated with the Company's Tunisia, North Africa
concession.

For the three months ended Dec. 31, 1999, the Company reported a
net loss of $893,000 ($0.04 per share) versus a net loss of
$132.3 million ($5.16 per share) for the comparable period in
1998. 1998 fourth quarter results include a non-cash writedown of
capitalized costs of $115.0 million.

On Nov. 30, 1999, the Company filed a plan of reorganization with
the Bankruptcy Court. On Feb. 15, 2000, the Company and the
Official Unsecured Creditors Committee filed the First Amended
and Restated Joint Plan of Reorganization with the Bankruptcy
Court. At a hearing on Feb. 4, 2000, the Bankruptcy Court
approved the Company's Disclosure Statement. In that hearing,
the Bankruptcy Court also scheduled the confirmation hearing to
consider the Plan of Reorganization for March 15, 2000. The
Disclosure Statement and Plan of Reorganization were mailed to
holders of interests in the Company's Chapter 11 filing for vote
on Feb. 14, 2000. The Company has requested that all votes be
submitted by March 10, 2000.

In general, the proposed Plan of Reorganization provides for the
following treatment:

-- Senior secured debt (which includes principal, accrued
interest and reasonable fees and expenses estimated at
approximately $262 million) will receive full payment on the
effective date of the Plan of Reorganization.

-- The Company's 8 7/8% Senior Unsecured Notes due 2007 with
principal of $ 150 million and accrued interest of approximately
$12 million will be paid in full by receiving on the effective
date of the Plan of Reorganization 96% of new common stock of the
reorganized company.

-- Holders of existing Coho common stock will be issued the
remaining 4% of new common stock. In addition, holders of
existing common stock on the record date of Feb. 29, 2000 will
receive the right to purchase additional new common stock on a
pro rata basis. If the $90 million rights offering is not fully
subscribed by existing common stockholders, the Company intends
to offer any unsubscribed shares in a private placement. A
standby loan of up to $70 million is expected to be provided by
several of the Company's bondholders if any portion of the rights
offering remains unsubscribed. Under the terms of the standby
loan, shares of new common stock will be issued to the standby
loan lenders, which will result in the dilution of all holders of
new common stock other than with respect to shares received in
the rights offering.

-- Other allowed general unsecured claims will receive cash
payments in four quarterly installments, the first of which shall
be paid 30 days from the effective date of the Plan of
Reorganization.

The Company's Board of Directors has set the record date for the
$90 million rights offering at March 6, 2000. Shareholders of
record on that date will be entitled to participate in the right
to purchase additional new common stock on a pro rata basis. The
rights offering remains conditional on the timely completion of
the Securities and Exchange Commissions review of the
Registration Statement (S-1) currently on file.


CONTINENTAL INVESTMENT: Rahr Reports Divestiture of Stock
---------------------------------------------------------
Stewart Rahr, former litigant in actions concerning Continental
Investment Corporation, reports the divestiture of all his
holding of common stock in Continental Investment.  Members of
Mr. Rahr's immediate family independently own a total of 309,000
shares of the common stock of the company.


CWT SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CWT Specialty Stores, Inc.
        1430 Broadway, Suite 308
        New York, New York 10018-3308

        Mailing Address:
        505 Collins Street
        South Attleboro, MA 02703

Type of Business: A privately held company, is a leading retailer
of women's  apparel and accessories, operating 35 retail
department stores in five New England states under the name
"Cherry & Webb". Offers a full line of apparel and accessories
for women aged 15 to 50, including nationally advertised
sportswear, dresses, coats, footwear, intimate apparel,
sleepwear, cosmetics and accessories.

Petition Date: February 28, 2000  Chapter 11

Bankruptcy Case No.: 00-10758

Court: Southern District of New York

Debtor's Counsel: Judy G.Z. Liu, Esq. (JL 6499)
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  (212)310-8000
                  Fax:(212)310-8007
                  Email:judy.liu@weil.com

Total Assets: $ 34,300,000
Total Debts:  $ 32,000,000

20 Largest Unsecured Creditors

Wisetex Trading, LTD     Trade Debt     $ 1,358,300
CIT Grp/Commercial
Svcs Inc.               Trade Debt     $ 1,131,700
Jones Apparel Group      Trade Debt       $ 416,000
The Estee Lauder Co.     Trade Debt       $ 826,545
Liz Claiborne            Trade Debt       $ 352,100
Calvin Klein Jeans       Trade Debt       $ 331,000
Capital Factors          Factoring Debt   $ 262,100
Finova Capital           Factoring Debt   $ 259,400
HSBC/Rep. Bus. Cr. Corp  Factoring Debt   $ 192,000
Anne Klein               Trade Debt       $ 187,300
The Ralph Lauren WW Co.  Trade Debt       $ 168,800
Lancome Paris            Trade Debt       $ 307,460
Bank of America          Factoring Debt   $ 160,100
Rosenthal & Rosenthal    Factoring Debt   $ 145,600
GEAC Computer Systems    Purchased Soft.  $ 116,000
Kellwood Co.             Trade Debt       $ 112,600
Esprit De Corp           Trade Debt       $ 108,800
Apparel Concept Int'l    Trade Debt        $ 92,300
Miss Elaine, Inc.        Trade Debt        $ 90,700
MTB Bank                 Factoring Debt    $ 89,600


ELDER BEERMAN: Hires Investment Banker Wasserstein, Perella
-----------------------------------------------------------
Elder-Beerman Stores Corp. has hired an investment banker to
advise the company on strategic options, including a possible
sale or merger.

The Dayton-based retailer said Wasserstein Perella & Co. will
explore strategic alternatives to maximize its shareholder value.

"The alternatives could include sale of the company,
recapitalization or merger," the company said in a statement.
"(But) there is no assurance that any transaction will be
consummated."

Frederick Mershad, chairman of Elder-Beerman, said Monday the
move was in response to the company's lagging stock price.

"Brick-and-mortar retail company stocks generally are out of
favor with Wall Street," said Mershad. "The share prices for many
retailers have fared poorly in the past year, many more
dramatically than Elder-Beerman."

Elder-Beerman had $449.5 million in revenue in the first nine
months of 1999. Its stock was trading at $6.25, up 87 1/2 cents,
or 16.3 percent, on the Nasdaq Stock Exchange Monday, below its
12-month high of $10.12 1/2, reached in March.

Elder-Beerman has come under pressure from a group of
shareholders who want radical changes to boost profits.

"The board is fully aware that its first duty is to the
shareholders, and today's announcement was to notify shareholders
that Elder-Beerman is actively pursuing their interests," said
Mershad.

Excessive inventory and competition forced Elder-Beerman to seek
Chapter 11 bankruptcy protection in October 1995. It emerged from
reorganization Dec. 30, 1997, transforming itself from a family
run business into an independent, publicly traded company.

The independent department store chain operates 62 stores in
Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky,
Wisconsin and Pennsylvania.


FIDELITY BANCORP: Signs Plan of Merger With Pennwood Bancorp
------------------------------------------------------------
Fidelity Bancorp, Inc. and Pennwood Bancorp, Inc. have jointly
signed a definitive agreement and Plan of Merger, whereby
Fidelity will acquire all of the outstanding common stock of
Pennwood for $13.10 per share in cash.  This represents an
acquisition value of approximately $7.5 million or 113% of
Pennwood's stated book value at December 31,1999.  The
acquisition is subject to several contingencies, including
approval by the stockholders of Pennwood and receipt of
regulatory approval.

Pennwood and its directors and executive officers may be deemed
to be participants in the solicitation of proxies of Pennwood  
stockholders to approve the merger.  Pennwood's board of
directors is composed of Mary M. Frank, Robert W.Hannan, Michael
Kotyk, John B. Mallon, Paul S. Pieffer, C. Joseph Touhill and H.
J. Zoffer. Collectively, the directors and executive officers at
Pennwood may be deemed to beneficially own approximately 24% of
Pennwood's common stock. This ownership information is as of
December 31, 1999. As a result of consummation of the merger, all
stock options and shares of restricted stock awarded under
Pennwood's stock benefit plans will vest.  Holders of Pennwood's
stock options will receive cash in an amount equal to the
difference between $13.10 and the option exercise
price.

Fidelity Bank, the subsidiary of Fidelity Bancorp, Inc., is a
full-service community bank operating from nine offices in
Allegheny and Butler Counties, Pennsylvania.  Pennwood Savings
Bank, the subsidiary of Pennwood Bancorp, Inc., operates from
three offices in Pittsburgh and Kittanning, Pennsylvania.  
William L. Windisch, President and Chief Executive Officer
of Fidelity, stated, "We are pleased to announce the acquisition
of Pennwood. This will be a positive addition to the company.  
Merging Pennwood into Fidelity will permit us to offer our full
line of financial services to Pennwood customers and the
residents and businesses in their communities.  We expect the
acquisition to be accretive to earnings during the first year."
Paul S. Pieffer, President and Chief Executive Officer of
Pennwood said, "We are delighted to become part of Fidelity, a
local community-oriented financial institution.  We believe the
transaction is in the best interests of our stockholders,
customers and employees.  We believe this merger will provide
long term benefits for our customers."  At December 31, 1999,
Fidelity had total assets and stockholders' equity of
$497.5 million and $24.7 million, respectively.


FORMAN PETROLEUM: Reports Plan Confirmation to SEC
--------------------------------------------------
Forman Petroleum Corporation's plan of reorganization was
confirmed by the Bankruptcy Court on December 29, 1999 and became
effective on January 14, 2000.  Under the plan of reorganization
confirmed by the Bankruptcy Court, the company's ongoing
operations will be conducted under the direction of a
Board of Directors consisting of three new directors, Nicholas
Tell, Jr., Jerry W. Box, Jeffrey Clarke and McLain J. Forman, the
founder of the company.

Nicholas Tell, Jr., is the Managing Director, Capital Markets and
Special Situations, of the Trust Company of the West.  Jerry W.
Box, currently an oil and gas industry consultant, served as the
President and Chief Operating Officer of Oryx Energy Company from
1998 until shortly after the merger of Oryx Energy Company with
Kerr-McGee Corporation in early 1999.  Jeffrey Clarke has been
since 1994 the President, Chairman and Chief Executive Officer of
Coho Energy, Inc., an independent energy company engaged, through
its wholly owned subsidiaries, in the development and
production of, and exploration for, crude oil and natural gas
principally in Mississippi and Oklahoma.

Mr. Tell has been designated as the Chairman of the Board of
Directors of the company.  "With the financial restructuring
behind us, we are very excited about Forman's future prospects,
as we believe we have the financial flexibility to capitalize
fully on Forman's significant exploratory potential."

Current management of the company has been retained as part of
the restructuring.  Mr. Forman remains as Chief Executive
Officer, Michael Price as Chief Financial Officer, and Harold
Block, Michael Habetz, Marvin Gay, Michael Emmerling and Roger
Frey as Vice Presidents.

The company and its predecessors have been engaged since 1960 in
the acquisition, exploration, development, exploitation and
production of crude oil and natural gas onshore in south
Louisiana.


FORMAN PETROLEUM: Reorganization Plan Detailed
----------------------------------------------
Forman Petroleum Corporation announces that the company's plan of
reorganization was confirmed by the Bankruptcy Court on December
29, 1999 and became effective on January 14, 2000.  The company
filed its voluntary petition for relief under Chapter 11 of the
United State Bankruptcy Code in the United States Bankruptcy
Court for the Eastern District of Louisiana on August 6, 1999.

On the effective date of the plan, all the bondholders and
preferred stockholders of the company exchanged their claims for
all the common equity in the company.  The details of the plan
are as follows:  On the effective date (i) over $90 million of
indebtedness and obligations to holders of senior secured notes
and preferred stock were canceled; (ii) all of the issued and
outstanding common stock, preferred stock, warrants, and
options were canceled; (iii) approximately $300,000 of allowed
unsecured claims of $30,000 or less were paid in full in cash;
(iv) new common stock was issued to the former holders of the
senior secured notes and the preferred stock; and (v) new
warrants to purchase common stock were issued to McLain Forman,
the former holder of all of the issued and outstanding
voting common stock of the company, and to the former holders of
certain warrants.  The company will issue within 60 days after
the effective date of the plan approximately $3 million in
unsecured promissory notes to the holders of allowed unsecured
claims of more than $30,000, which claims will be paid in full
with interest over 3 years.


FRUIT OF THE LOOM: Committee Taps Arthur Andersen As Advisor
------------------------------------------------------------
Nunc pro tunc to January 12, 2000, the Official Committee of
Unsecured Creditors seeks to retain Arthur Andersen LLP as its
accountants and financial advisors, to assist with:

(a) financial analysis related to the proposed DrP financing
motion and other "first day" motions including assistance in
negotiations, attendance at hearings, and testimony;

(b) the review of all financial information prepared by the
Debtors or its consultants as requested by the Committee
including, but not limited to, a review of Debtors' financial
statements as of the date of the filing of the

(c) monitoring of the Debtors' activities regarding cash
expenditures, receivable collections, asset sales and projected
cash requirements;

(d) attendance at meetings including the Committee, the Debtors,
creditors, their attorneys and consultants, Federal and state
authorities, if required;

(e) such assistance as requested by the Committee in these cases
with respect to, among other things:

i) any plan of reorganization suggested or proposed with respect
to the Debtors;

ii) determination of whether the Debtors' financial condition is
such that a plan of reorganization is likely or feasible;

iii) review of Debtors' periodic operating and cash flow
statements;

iv) review of Debtors' books and records for intercompany
transactions; related party transactions, potential preferences
and fraudulent conveyances and other potential pre-petition
investigations;

v) analysis of facility closing proposals, if any;

vi) preparation of a going concern sale and/or liquidation value
analysis of the estate's assets including any intangible assets;

vii) any investigation that may be undertaken with respect to the
prepetition acts, conduct, property, liabilities and financial
condition of the Debtors, its management, and creditors including
the operation of their businesses, and as appropriate, avoidance
actions;

viii) review of any business plans prepared by the Debtors or its
consultants;

ix) review and analysis of proposed transactions for which the
Debtors seek Court approval;

x) tax and valuation analyses as requested;

xi) assistance in a sale process of the Debtors collectively or
in segments, parts or other delineations, if any;

xii) industry analysis, including review of provider agreements,
payor contracts, etc.;

xiii) provide testimony on the results of AA's findings, if
required; and

xiv) such other services as the Committee, its counsel and AA may
mutually deem necessary.

AA will calculate its fees for professional services based on
hourly rates:

Partners/Principals $340 - $495
Managers $200 - $395
Seniors $125 - $275
Staff and Paralegals $ 60 - $150

Perry M. Mandarino, an Andersen Partner, is confident that
Andersen is a "disinterested party" within the meaning of 11
U.S.C. Sec. 101(14) and based upon the results of a client
database screening of the Debtors, its Andersen has not had any
prior business association with the Debtors, members of the
Official Unsecured Creditors' Committee, any other creditors, or
any other parties-in-interest in these Chapter 11 cases, or
their respective attorneys with respect to these chapter 11
cases. (Fruit of the Loom Bankruptcy News Issue 4; Bankruptcy
Creditor's Service Inc.)


ICO GLOBAL: First Satellite Set for Launch
------------------------------------------
ICO Global Communications, the global mobile communications
company, announced that the first spacecraft in its series of
global communications satellites is scheduled for launch aboard a
Sea Launch vehicle on March 12.

A 200-foot Sea Launch rocket will lift the 6,000 pound ICO F-1
mobile communications satellite, built by Hughes Space &
Communications Company, into middle Earth orbit (MEO) from a site
at 154 degrees west longitude at the equator, about 200 nautical
miles east of Christmas Island in the Pacific Ocean.

The launch window opens at 7:49 a.m. Pacific Standard Time (3:49
p.m. London time) March 12.

Richard Greco, ICO's chief executive officer said,  "With the
recent progress we have made in our financial restructuring led
by Craig McCaw, ICO is now focusing on the business of building a
system that will offer seamless, high-quality communications
services to customers worldwide. The upcoming launch of ICO F-1
is an important first step toward making this dream a reality."

Hughes Space & Communications is the prime contractor for the
space segment of the ICO system. The ICO satellites are enhanced
versions of the Hughes HS 601 flight-proven spacecraft, weighing
just over 6,000 pounds (2,750 kilograms) at launch. ICO's 10
operational satellites will orbit at an altitude of 10,390
kilometers -- five in each of two orthogonal planes, each
inclined at 45 degrees to the equator -- to provide complete,
overlapping coverage of the Earth. The satellites are designed to
operate for at least 12 years. Besides building the ICO
satellites, Hughes also arranged the launch services.

On the weekend of February 26 and 27, both the Sea Launch
Commander, a floating mission control center and rocket assembly
factory, and the Odyssey, a self-propelled launch platform,
departed the Sea Launch Home Port in Long Beach, Calif. The Sea
Launch Zenit-3SL rocket that will deliver the ICO F-1 satellite
into space sits in an environmentally controlled hangar onboard
the Odyssey. Transit of both vessels from Long Beach to the
equator is expected to take about 11 days.

Upon arrival at the launch site, the Odyssey will be partially
submerged for additional stability. The Sea Launch rocket will
then be withdrawn from its hangar, lifted into a vertical
position, fueled with kerosene and liquid oxygen, and launched
via remote control from the Sea Launch Commander. Prior to the
start of the automated fueling process, the Odyssey crew will be
transferred to the Sea Launch Commander and transported
approximately six kilometers away.

In October 1999, telecommunications pioneer Craig McCaw and his
affiliates, Teledesic and Eagle River Investments LLC, agreed to
lead a group of investors that will provide up to $1.2 billion to
ICO to enable the company to emerge from bankruptcy. On Feb. 4,
McCaw, Teledesic and Eagle River completed a definitive
agreement to proceed, and initiated a $275 million second round
investment in ICO.

ICO Global Communications was established in January 1995 as a
private company to provide global mobile personal communications
services by satellite, including digital voice, data, facsimile,
high-penetration notification, and messaging services. ICO Global
Communications was listed on Nasdaq in July 1998. The stock was
delisted from Nasdaq on Dec. 16, 1999, following suspension of
trading after the company filed for Chapter 11 protection on
August 27, 1999.


INSILCO CORP: Completes Acquisition of T.A.T. Technology
--------------------------------------------------------
Insilco has completed the previously announced acquisition of
T.A.T. Technology, a Montreal-based provider of cable and wire
assemblies. TAT serves original equipment manufacturers (OEMs) in
the rapidly growing Optical Networking and Dense-Wavelength
Division Multiplexing segments of the telecommunications
industry. TAT had 1999 revenues of approximately $58 million.
Financial terms of the transaction were not disclosed.

The company also reported that its 50/50 joint venture with
Mitsubishi Aluminum, Thermalex, paid a special dividend of $5.2
million in the 1999 fourth quarter, bringing total regular and
special cash dividends paid in 1999 to $10.4 million. The company
said that demand remained strong in 1999 for Thermalex' micro-
extruded tubing with the JV posting 20% sales growth in 1999. The
company also recorded $0.4 million and $3.0 million of equity
income for the 1999 fourth quarter and full year, which is
reported separately after operating income in its consolidated
financial statements.

David A. Kauer, Insilco President and CEO, said, "1999 marked a
year of significant change for Insilco. Several key acquisitions
and divestitures were completed to redeploy our resources to
faster growing technology and heat exchanger markets. With the
majority of our acquisition integration activities behind us, we
expect even greater contributions from these acquisitions in
2000."

"Equally important, we have positioned our core businesses to
capitalize on key market trends, such as the expanded use of
outsourcing and preference for large global suppliers by major
OEMs and an increasing demand for aluminum tubing. In addition,
we intensified our efforts to reduce our cost structure,
including a mid-year corporate restructuring, which is expected
to reduce annualized corporate overhead by $3.2 million."

"We will continue our aggressive focus on enhancing our core
businesses' competitive positions and maximizing operating
efficiencies in 2000.  This is evidenced by the recent sale of
our non-core specialty publishing unit, Taylor Publishing. The
proceeds from this sale have been used to acquire TAT, which
improves our competitive position in the rapidly growing
telecommunications industry. We see numerous growth opportunities
for the markets in which we have chosen to participate and
believe we are well positioned for higher growth in sales and
earnings in 2000 and beyond," Kauer concluded.

The company reported net income of $0.2 million for its fourth
quarter ended December 31, 1999, compared to a net loss of ($8.0)
million recorded a year ago in the fourth quarter. For the full
year 1999, the company recorded net income of $2.0 million
compared to a net loss of ($18.1) million recorded in the year
ago twelve months.

Insilco Holding Co., based in suburban Columbus, Ohio, is a
diversified manufacturer of industrial components. The company's
business units serve the telecommunications, electronics,
automotive and other industrial markets. The company had 1999
consolidated revenues in excess of $476 million.


INSILCO CORP: Insilco Holding Reports Sales and Operating Results
-----------------------------------------------------------------
Insilco Holding Company reports sales and operating results for
the fourth quarter and full year ended December 31, 1999 with
results for its Taylor Publishing business unit, which was
divested in February 2000, being reported as discontinued
operations and therefore not included in consolidated sales and
adjusted EBITDA (earnings before interest, taxes, depreciation,
amortization and non-operating items plus regular cash
dividends from Thermalex, the company's 50% owned joint venture).
The company is also providing comparative results including and
excluding Romac Metals and McKenica, which were divested in mid-
1999.

Sales from the company's core automotive and technologies
businesses increased 24% in the 1999 fourth quarter to $118.8
million from $96.0 million a year ago. The increase was a result
of stronger demand from telecommunications, electronics and
industrial OEMs, as well as the benefit of $18.3 million in new
sales from acquisitions completed in late 1998 and 1999.
Consolidated sales for the 1999 fourth quarter, including $7.8
million in 1998 fourth quarter sales from divestitures, increased
14% to $118.8 million, compared to $103.8 million recorded in the
1998 fourth quarter.

For the full year 1999 sales from the company's core automotive
and technologies businesses increased 14% to $458.3 million from
$402.7 million last year. Full year 1999 sales benefited from
$54.4 million in sales from acquisitions completed in late 1998
and 1999. Consolidated sales for 1999 increased 10% to $476.4
million from $434.3 million recorded in the comparable period in
1998. Full year 1999 and 1998 consolidated sales included $18.1
million and $31.6 million, respectively, from divestitures
completed in the last half of 1999.

Adjusted EBITDA from ongoing operations for the fourth quarter
1999 increased 23% to $14.2 million from $11.5 million for the
fourth quarter 1998.  The company reported that consolidated
adjusted EBITDA for the 1999 fourth quarter increased 17% to
$14.2 million, compared to $12.1 million recorded in the 1998
fourth quarter, which included $0.6 million in 1998 from the
company's divested operations.

Full year 1999 adjusted EBITDA from ongoing operations increased
6% to $57.6 million from $54.1 million for 1998. For the twelve
months ended December 31, 1999 and 1998, the company reported
consolidated adjusted EBITDA of $58.7 million compared to $56.4
million, respectively. Consolidated adjusted EBITDA for 1999 and
1998 included $1.1 million and $2.3 million, respectively, from
divested operations.


LITTLE SWITZERLAND: Carey Reports Holdings
------------------------------------------
C. William Carey presently holds merely 1.0% of the outstanding
common stock of Little Switzerland Inc., having sold, between
February 3, 2000 and February 10, 2000, 565,000 shares at an
aggregate price of $304,100.  Mr. Carey is now the beneficial
owner of 50,000 shares exercising sole voting and dispositive
power over those shares.


MESA AIR GROUP: Board Authorizes Repurchase of Shares
-----------------------------------------------------
Mesa Air Group, Inc. and its subsidiaries is an independently
owned regional airline serving 134 cities in 38 states, the
District of Columbia, Toronto, Canada, and Guaymas and
Hermasillo, Mexico. Mesa operates a fleet of 137 aircraft and has
approximately 1,100 daily departures.  Mesa's airline
operations are conducted by three regional airlines utilizing
hub-and-spoke systems. Mesa Airlines, Inc., a wholly-owned
subsidiary of Mesa, operates as America West Express under a code
sharing agreement with America West Airlines, Inc. and as
USAirways Express under code-sharing agreements with
USAirways, Inc. and also operates an independent division, Mesa
Airlines, from a hub in Albuquerque, New Mexico. Air Midwest,
Inc., a wholly owned subsidiary of Mesa, also operates under a
code-sharing agreement with USAirways and flies as USAirways
Express. CCAIR, Inc., a wholly-owned subsidiary of Mesa, which
was acquired during 1999, operates under a code-share agreement
with USAirways that permits CCAIR to operate under the
name USAirways Express and to charge their joint passengers on a
combined basis with USAirways.

In December 1999, the company's Board of Directors authorized the
repurchase of up to 10% of the outstanding shares of its common
stock. The company plans to repurchase the shares in the open
market from time to time, based on market conditions. Through
February 2, 2000, the company has acquired 906,600 shares of
common stock for approximately $4.8 million.

Mesa's revenues for the quarter ended December 31, 1999 were
$110,953 resulting in net income of $7,758.  In the same quarter
of 1998 revenues were $97,720 with net income of $1,762.


PACIFIC INTERNATIONAL: Moving Toward Emergence From Chapter 11
--------------------------------------------------------------
PCIE is steadily moving toward reorganization and emerging from
Chapter 11. The Company has endured assaults launched from its
landlord as well as the secured lien holders. PCIE obtained a
Preliminary Injunction against KCDK, LLC the landlord and then
secured the Court's agreement to halt any foreclosure proceeding
by the landlord regarding the landlord's attempt to assert a
landlord's lien and sale of the assets of PCIE.

PCIE has filed a Motion for Summary Judgement against KCDK, LLC,
France Sports Mfg., LLC, JM Murray, LT Murray, individuals, Key
Bank of Washington and Keycorp Leasing Ltd. The Motion seeks to
have the Court determine the ranking of the security interest of
all of the concerned parties in this matter.

This action and a decision by the Court will effectively settle
the various ranking disputes and allow the Zaremba transaction to
move forward to successful completion. PCIE has also filed a
Motion Seeking the Court's Approval of the Zaremba Contract. The
Zaremba Contract provides PCIE with the funds required to
emerge from Chapter 11 and be able to recommence profitable
business operations.

If PCIE is granted a Summary Judgement that ranks the Murray"s as
the senior lien holder, PCIE will shortly thereafter file a plan
for re-organization with the Court seeking the Court's approval
for the reorganized company to move out of Chapter 11.


PLANET HOLLYWOOD: Receives Confirmation of Plan of Reorganization
-----------------------------------------------------------------
Planet Hollywood International, Inc. (OTC Bulletin Board: PLHYQ),
announced that it had received confirmation of its plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The
Company continues to negotiate and finalize certain actions and
agreements necessary to implement the provisions of the plan of
reorganization and currently expects that all such actions and
agreements should be completed within the next two weeks,
although there can be no assurances that the conditions to the
occurrence of the Effective Date will be satisfied or waived, or
as to the timing thereof.

As previously reported, and as more fully described in the plan
of reorganization and the Company's Current Report on Form 8-K
filed with the SEC on February 4, 2000, on the Effective Date of
such plan (i) the Company's outstanding securities, instruments
and agreements governing any claims and interests (including the
common stock currently trading over-the-counter under the symbol
PLHYQ) will be canceled and terminated, and the obligations of
the Company relating thereto shall be discharged and (ii) new
common stock and other securities of the Company will be issued
in accordance with the terms of the plan of reorganization.


PRECISION AUTO CARE: Provides Automotive Maintenance
----------------------------------------------------
Precision Auto Care, Inc. is a provider of automotive maintenance
services with franchised and company-operated centers located in
the United States and in certain international locations. The
company's services are provided to automobile owners and focus on
those high frequency items required to properly maintain the
vehicle on a periodic basis.  Precision supports its
franchisees and company-owned centers by distributing certain
automotive and car washing parts and supplies, and manufacturing
and distributing pre-fabricated modular buildings and car wash
equipment and chemicals.

The company recorded an operating loss for the three months
ending December 31, 1999 of $456,000 which represents a decrease
in operating loss of $4.5 million or 91% compared with an
operating loss of $4.9 million for the corresponding period of
the prior year.  The net loss for the quarter ended
December 31, 1999 was $1,278,410 as compared to the net loss of
the comparable 1998 quarter of $4,594,643.  Revenues in the 1999
quarter were $8,773,091 while in the 1998 same quarter revenues
were $10,909,853.


PURINA MILLS: Preliminary 4th Quarter And Annual 2000 Results
-------------------------------------------------------------
Purina Mills, Inc. reported preliminary unaudited summary
financial results for the fourth quarter and year ended December
31, 1999.  Purina generated approximately $53.1 million of
earnings before interest, taxes, depreciation and amortization
expense, and restructuring costs (EBITDAR) during 1999 on feed
sales volume of over 4.3 million tons.  During 1998, the Company
reported approximately $67.8 million of EBITDAR and 4.6 million
tons,respectively.  Although Purina's results for the year were
down, the Company reported results for the fourth quarter ended
December 31, 1999, were up significantly versus fourth quarter
results in 1998.  EBITDAR of approximately $ 18.0 million was
generated during the three months ended December 31, 1999, which
was almost three times more than the approximately $6.4 million
that was reported in the year earlier period.

As previously disclosed, Purina is making significant progress in
moving through its Chapter 11 restructuring.  The Company's
amended Disclosure Statement was approved at a recent February
hearing and a confirmation hearing is set for April 5, 2000, less
than six months after Purina commenced its reorganization process
with its court filing on October 28, 1999.

Purina Mills is America's largest producer and marketer of animal
nutrition products.  Based in St. Louis, Missouri, the Company
has 49 plants and approximately 2500 employees nationwide.  
Purina Mills is not affiliated with Ralston Purina Company, which
is the registered owner of the trademarks "Purina," the
checkerboard logo and Purina Dog Chow brand and Purina Cat Chow
brand pet foods.


TITAN INTERNATIONAL: Moody's Lowers Ratings
-------------------------------------------
Moody's Investors Service lowered the rating on Titan
International Inc.'s $175 million revolving credit facility to
Ba3 from Ba2, lowered its senior unsecured Issuer rating to B1
and lowered the rating on its $150 million of 8.75% senior
subordinated notes, due 2007, to B2 from B1. Titan's senior
implied rating is Ba3 and the outlook is negative.

According to Moody's, the downgrade in ratings and negative
outlook reflect the difficult operating environment Titan has
faced, mainly attributable to soft demand from its agricultural
and earthmoving/construction OEM customers. Revenues from these
two operating segments (which comprise 70% of net sales) declined
by 22% and 9%, respectively, between year-end 1998 and 1999. In
addition, labor disputes at two of its plants have further
hindered the company's operating performance. As a result, year-
end operating income dropped dramatically and the Company
reported a $11 million loss in 1999. Consequently, Titan's
leverage has risen considerably and the company is unable to
cover interest expense from cash flow. Furthermore, the Company
is vulnerable to customer concentration and operates in the
highly cyclical agricultural, earthmoving/construction and
consumer markets.

However, the ratings also reflect the opportunities Titan
anticipates going forward. In particular, Titan's LSW (low-
sidewall) skid-steer tires, a new, high-quality product with
heavier loading capabilities, is expected to provide the company
with a growing revenue stream. Caterpillar has contracted to
purchase the tires from Titan and sell them under its name. In
addition, revenues from the consumer market (30% of net sales)
are growing and are up 8% for the year. While the future remains
uncertain, Titan's management expects the agricultural and
earthmoving/construction industries will rebound from the 1999
recession and customer spending will improve in the near to
medium term.

The Ba3 rating on Titan's bank revolver reflects the benefits and
limitations of the collateral package. Outstandings under the
revolving credit are guaranteed by each of the Company's
subsidiaries and secured by substantially all of the company's
assets and all of the assets of the guarantors. As of year-end
1999, approximately $82 million is outstanding under the
revolving credit facility.

The B2 rating on the $150 million of unsecured senior
subordinated notes reflects their subordination to all of the
company's senior debt, including borrowings under the $175
million of secured credit facility.

As of year end 1999, Titan's debt is substantial at $275 million.
Leverage is high with debt-to-EBITDA over 6.0 times and cash flow
coverage of interest is insufficient with EBITDA-less-capital
expenditures coverage of interest of just 0.2 times. While
Titan's debt-to-book capitalization is relatively moderate at
55%; Titan's debt-to-market capitalization is higher at 65% (as
its shares are trading below book value.) In addition, Titan's
EBIT return on assets has continued to deteriorate and is low at
very 4%.

Moody's remains concerned about the deterioration in Titan's
operating performance as well as the general decline in demand in
both the agricultural and earthmoving/construction markets.
Although the Caterpillar venture is a positive sign, its impact
on the Titan's profitability is not yet evident. In addition,
improvement in Titan's operating efficiency may take some time
given the labor unrest and the newly constructed workforce.
Therefore, until there is some evidence that operations have
stabilized and that sufficient demand for Titan's products has
returned, downward pressure on the ratings will remain.

Titan International, Inc., headquartered in Quincy, IL, is a
global manufacturer of off-highway steel wheels and tires in the
agricultural, earthmoving/construction and consumer markets for
the OEMs and the aftermarket.



                  *********

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
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 301/951-6400.

                 * * * End of Transmission * * *