TCR_Public/000302.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Thursday, March 2, 2000, Vol. 4, No. 43  

APPLE ORTHODONTIX: Meeting of Creditors
APPLE ORTHODONTIX: Court Approves Counsel
BOSTON CHICKEN: Sixth Amendment to DIP Financing Facility
BUSH LEASING: Taps KPMG LLP as Tax Accountants
CLAREMONT MANAGEMENT: Case Summary & Largest Unsecured Creditors

DLJ MORTGAGE: S&P Lowers Ratings on Two Classes of Mortgage
EAGLE FOOD: Files Voluntary Petition Under Chapter 11
EAGLE GEOPHYSICAL: Seeks Extension of Exclusivity
FRUIT OF THE LOOM: Extension To Assume/Reject Leases

GENICOM: Receives Default Notice
GREAT TRAIN STORE: Announces Reorganization Under Chapter 11
GULF STATES STEEL: Noteholders Support Exclusivity Extension
HOGIL PHARMACEUTICAL: SmithKline Beecham Objects To Exclusivity
IMPERIAL HOME: Taps Edward Howard as Communications Consultants

INBD, INC.: Case Summary and 20 Largest Unsecured Creditors
INSILCO HOLDING: Completes Sale of Taylor Publishing
KCS ENERGY: Announces Court Decision
KEY PLASTICS: Third Amendment To Senior Credit Facility
LOEHMANN'S: Extension of Time To Assume/Reject Leases

MARTIN COLOR-FI: Signs Merger Agreement
NATIONAL RESTAURANTS: Seeks Order Pursuant To Sec.365(d)(4)
PACIFIC INTERNATIONAL: Zaremba Group Delivers Letter of Credit
PAGING NETWORK: Trading Moved to Nasdaq Small Cap Market

PLANET HOLLYWOOD: Disney to Purchase All Star Cafe
PREMIER LASER SYSTEMS: Quinn Appointed to Board
SABRATEK: Enters Interim Management Agreement with Jay Alix
SERVICE MERCHANDISE: Reports Year-End Results to SEC
SERVICE MERCHANDISE: Kovats Promoted to Sr. Vice President

SHADE TOWERS: Case Summary and 6 Largest Unsecured Creditors
SUN HEALTHCARE: Founder Sells Most of His Stock
TEU HOLDINGS: Case Summary
TOTAL RENAL CARE: Moody's Downgrades Ratings; Outlook Is Negative
TOWER AIR: Case Summary and 23 Largest Unsecured Creditors

TOWER AIR: Announces $18 Million Secured DIP Credit Facility
TOWER AIR INC.: S&P Cuts Credit To D
TREESOURCE INDUSTRIES: Reports $1.538M Net Loss For Quarter
TRISM INC: Notice of Confirmation and Effectiveness of Plan
UNITED INDUSTRIES: Moody's Confirms Ratings

VENTAS: Completes 2nd Phase Closing of Long Term Credit Facility


APPLE ORTHODONTIX: Meeting of Creditors
A chapter 11 case concerning the debtor corporation, Apple
Orthodontix, Inc. was filed on January 27, 2000.  The attorney
for the debtor is Norman L. Pernick, Saul Ewing, Remick & Saul,
222 Delaware Ave, Suite 1200, Wilmington Delaware.  A meeting of
creditors will take place on March 17, 2000 at 1:30 PM, 844 King
Street, Room 2313, Wilmington DE.

APPLE ORTHODONTIX: Court Approves Counsel
By orders entered onFebruary 22, 2000, the US Bankruptcy Court
for th eDistrict of Delaware entered orders authorizing the
employment and retention of Katten Muchin Zavis as counsel to the
debtor, and the firm of Saul, Ewing, Remick & Saul LLP as co-

BOSTON CHICKEN: Sixth Amendment to DIP Financing Facility
Judge Case approved a Sixth Amendment to the DIP Financing
Facility, pursuant to 11 U.S.C. Sec. 364.

Boston Chicken explained to the Court that, in their business
judgment, Amendment No. 6 is necessary to continue the business
operations in a manner that will enable management to sustain its
business turn around plan and to pursue to closing the sale
contemplated by the asset purchase agreement executed between the
Debtors and Golden Restaurant Operations, Inc.

The Debtors believe that the terms of the amendment provide
greater flexibility with respect to availability of previously
segregated liquidity reserves.

The principal economic terms under Amendment No. 6 provide that:

(1) the Agents and Lenders reduce the Availability Reserve
effective December 20, 1999,
Period                                    Reserve Amount
------                                    --------------
Sixth Amendment Closing Date -            $11,000,000
          December 16, 1999                                

December 17, 1999                         $10,000,000

December 18, 1999 - December 19, 1999     $12,000,000

December 20, 1999 - January 2, 2000       $9,500,000

January 3, 2000 - January 9, 2000         $7,000,000

January 10, 2000 - January 17, 2000       $9,000,000

January 18, 2000 - January 23, 2000       $5,000,000

January 24, 2000 - January 29, 2000       $6,000,000

January 30, 2000 - February 6, 2000       $5,000,000

February 7, 2000 - February 13, 2000      $7,000,000

February 14, 2000 - February 18, 2000    [$5,000,000]

February 19, 2000 and thereafter          $12,000,000

(2) extend the previously granted waiver relating to any
noncompliance by Borrowers with respect to the Minimum System
EBITDAL Covenant for Retail Periods 7-12 of 1999,

(3) grant a waiver with respect to the Minimum System EBITDAL
Covenant for Retail Period 13 of 1999 and Retail Period 1 of
2000, and

(4) the Agents and Lenders have agreed to reduce the Availability
Reserve and grant the requested waivers, in each case through
February 18, 2000.

General Electric Capital Corporation continues to serve as the
Administrative Agent; Bank Of America, N.A. continues to serve as
the Collateral Agent.  (Boston Chicken Bankruptcy News Issue 21;
Bankruptcy Creditor's Service Inc.)

BUSH LEASING: Taps KPMG LLP as Tax Accountants
The debtor, Bush Leasing, Inc. applies to the court for the entry
of an order authorizing the debtor to retain and employ KPMG LLP
as its tax accountants.

The debtor anticipates that the firm will provide the following

Preparation of the federal, state and local income tax returns
for the year ended June 30, 1999;

Tax Consulting relating to an IRS audit for the year ended June
30, 1997;

Tax Consulting relating to the tax basis of leases;

Tax Consulting services relating to the filing of all sales tax
returns.  Preparation and review on current sales tax returns;

Tax Consulting services relating tot he filing of all personal
property tax returns, Including the preparation and review of
1999 and 2000 personal property tax returns; and

Consultation, preparation and review of sales tax returns
relating to sales tax refunds.

The firm will charge its customary hourly rates which range from
$450 per hour for a partner/principal to $100 per hour for a para

CLAREMONT MANAGEMENT: Case Summary & Largest Unsecured Creditors
Debtor: Claremont Management, Inc.
        222 North Wall Street
        Suite #310
        Spokane, WA 99201

Petition Date: February 24, 2000  Chapter 11

Court: Eastern District of Washington

Bankruptcy Case No.: 00-01127

Judge: Patricia C. William

Debtor's Counsel: John D. Munding, 21734
                  CRUMB & MUNDING, PCS
                  601 W. Riverside, Suite 1950
                  Spokane, WA 99201

Total Assets: $ 1,000,001 to 10 mill(estimate)
Total Debts:  $ 1,000,001 to 10 mill(estimate)

20 Largest Unsecured Creditors

A-1 Linen                     $ 15,292
Allen Prime Meats             $ 26,988
City of Claremont #3010       $ 13,541
County of LA                  $ 48,484
Desert SW Insurance Brokers   $ 15,397
Douglas, Eden, Phillips &
DeRuyter                      $ 15,452
EZ Rentals                     $ 9,158
Evans, Craven & Lackie, PS    $ 10,590
Farmers Market                $ 20,289
GTE Leasing                    $ 7,747
Inland Valley Daily Bulletin  $ 12,246
Intervalley Health Plan        $ 6,959
Mesa Energy Systems           $ 17,652
Mr. Poolman                   $ 13,431
Southern California Edison    $ 12,382
Staples                       $ 12,519
Starside Protection, Inc.      $ 6,941
Superior Coffee & Foods        $ 6,879
Sysco Food Services           $ 44,617
Waxie Sanitary Supply          $ 7,300

The hearing to consider approval of the Disclosure Statement of
Convenience Mortgage Corporation, previously scheduled to be held
on February 28, 2000 has been rescheduled for March 16, 2000 at
2:30 PM.

DLJ MORTGAGE: S&P Lowers Ratings on Two Classes of Mortgage
Standard & Poor's lowered its ratings on two classes of DLJ
Mortgage Acceptance Corp.'s commercial mortgage pass-through
certificates series 1997-CF1 and removed the two classes from
CreditWatch with negative implications, where they were placed on
May 4, 1999 (see list). Simultaneously, Standard & Poor's
affirmed its ratings on six other classes of series 1997-CF1 (see

The rating actions reflect Standard & Poor's concerns regarding
two loans in the pool that comprise approximately 6.1% of the
total principal balance of the series. Based on appraisal
reduction amounts and on outstanding principal and interest
advanced to date, potential losses could significantly reduce the
principal balance of the class C certificates and could
materially affect the subordination levels of the class B-3 and
B-4 certificates.

The first loan, currently in default and representing 4.8% of the
transaction's remaining principal balance, consists of 10
crosscollateralized and crossdefaulted hotel properties located
in Texas, Missouri, Kansas, and New Mexico.

The second loan, representing 1.3% of the transaction's remaining
principal balance, is collateralized by a stand-alone retail
store in Islandia, N.Y.

EAGLE FOOD: Files Voluntary Petition Under Chapter 11
Eagle Food Centers, Inc. (NASDAQ: EGLE), a full service,
regional supermarket chain operating under the trade names "Eagle
Country Market" and "BOGO's", today filed a voluntary petition
under Title 11 of the United States Code (the "Bankruptcy Code")
in the United States Bankruptcy Court for the District of

The Company stated that it intends to file a plan of
reorganization (The "Plan") to restructure the Company's capital
structure. The critical terms of The Plan were negotiated with
the Company's largest secured lender, Congress Financial, and the
largest identifiable unsecured institutional holders prior to
the bankruptcy filing.

Eagle has definitive lock-up agreements from the largest
identifiable institution holders of their 8 5/8% Senior Notes due
April 15, 2000 (the "Senior Notes"), representing approximately
$29 million of the estimated $30 million of institutional
holders. The identified institutional holders have agreed to vote
in favor of The Plan as filed today and have accordingly executed
their lock-up agreements.

The Plan provides for, among other things, replacement of the
Senior Notes with new notes (the "New Senior Notes") that have
the following material terms and conditions; (i) a maturity date
of April 15, 2005, (ii) an interest rate to 11%, (iii) a $15
million reduction of outstanding principal by Eagle upon the
effective date of the Plan; and (iv) Eagle may, at its option,
redeem the New Senior Notes at 100% of the principal amount
outstanding at the time of redemption. In addition, under the
Plan, Eagle proposes to give 15% of the fully-diluted common
stock of Eagle to the holders of the Senior Notes, some of which
can be returned to Eagle (up to 10%) upon the occurrence of
certain conditions.

Eagle has entered into a $50 million interim Debtor-in-Possession
(DIP) financing through Congress Financial to ensure its ability
to fund continuous operations and meet ongoing financial
commitments to vendors and employees. The Company will continue
operating 64 stores in Illinois and Iowa with forecasted
sales of over $800 million next year after closing 19
underperforming locations.

"The strong capital structure provided by this proposed Plan will
enable us to move forward with a renewed focus on growing sales
through an aggressive marketing campaign supported by ongoing
cost-management programs," said Jeffrey Little, president and CEO
of Eagle Food Centers, Inc. "In particular, this reorganization
will permit Eagle to continue to build, remodel and replace
stores to better compete in the markets we serve."

While the Company has made progress in its turnaround efforts,
management and the Board of Directors have determined that Eagle
Food Centers must take these immediate steps to reorganize its
operations and restructure its debt obligations to ensure the
availability of sufficient resources to fund continued
operations. "This action will allow the Company to achieve its
restructuring objectives in a timely and orderly manner," said
Robert Kelly, chairman of Eagle Food Centers, Inc.

Eagle has retained Jefferies & Co. as financial advisors
throughout the restructuring process.

Eagle Food Centers, Inc., is a leading regional supermarket chain
headquartered in Milan, Illinois, operating 83 stores in central
Illinois, eastern Iowa, and northwestern Indiana.

EAGLE GEOPHYSICAL: Seeks Extension of Exclusivity
The debtors, Eagle Geophysical, Inc., et al. seek an order
further extending the exclusive periods during which only the
debtors may file a plan or plans of reorganization and solicit
acceptances thereof.

The debtors seek entry of an order further extending the
Exclusive Filing Period for approximately sixty days to and
including April 27, 2000, and further extending the Exclusive
Solicitation Period also for approximately sixty days, to and
including June 27, 2000.

A substantial amount of the debtors' reorganization effort has
been focused on the development of a plan of reorganization and
negotiations concerning such a plan with the Committee.  The
debtors have substantially completed the plan drafting process
but are desirous of prosecuting a consensual plan.  The Committee
has requested that the debtors seek an additional extension of
the Exclusive Periods in order to permit the Committee and its
members additional time in which to review and consider the terms
of the plan.

FRUIT OF THE LOOM: Extension To Assume/Reject Leases
The Fruit of the Loom entities are lessees under 40-some
unexpired nonresidential real property leases for Fruit of the
Loom's corporate offices and various manufacturing, distribution,
and other facilities.  As part of these chapter 11 cases, Fruit
of the Loom is re-evaluating every aspect of its business and the
Leases to determine the potential consequences of assuming,
assuming and assigning, or rejecting the Leases under the
Bankruptcy Code.  This evaluation must be completed before Fruit
can intelligently decide whether to assume, assume and assign, or
reject each of the Leases in the overall context of Fruit of the
Loom's business plan.  Given the complexity and size of these
cases, that evaluation will not be complete within the 60-day
period described in 11 U.S.C. Sec. 365(d)(4).  

Accordingly, Fruit of the Loom sought and obtained an extension
of that 60-day period within which to decide whether to assume,
assume and assign or reject its Leases through April 19, 2000,
without prejudice to the right to request further extensions.  
(Fruit of the Loom Bankruptcy News Issue 4; Bankruptcy Creditor's
Service Inc.)

GENICOM: Receives Default Notice
As previously reported, GENICOM Corporation (Nasdaq: GECM) has
been operating in violation of its credit facility since the
third quarter of 1999.  Since then the Company and its lender
group led by Bank of America, N.A. have been in discussions
concerning the situation.

On February 25, 2000 Genicom received formal notice from the
lender group of the occurrence of certain events of default under
the credit facility, including the Company's failure to make
required principal and interest payments.  The notice also stated
that all amounts due under the credit facility have been
accelerated and are fully due and payable.  Under the terms of
the credit facility, the lenders can immediately exercise all of
their rights and remedies, including but not limited to their
right to offset the Company's bank accounts and foreclose on
their collateral.  The lender group has exercised its right of
offset against the Company's operating accounts, including those
at Bank of America, and notified the Company that it will
continue to exercise its offset rights against such accounts.   
The Company has been directed to notify its account debtors to
continue to remit all payments of amounts due to the Company
to its lockbox account at Bank of America in accordance with
current practice.

The Company has been actively working to develop a refinancing
proposal for submission to the lender group.  The proposal would
include an asset based senior secured facility and additional
mezzanine financing.  The Company has been notified of credit
committee approval of the availability of the senior secured
portion of its refinancing needs.  In addition, the Company has
identified and is negotiating with a potential investor for the
mezzanine level of financing.  Part of these negotiations include
the potential investor purchasing all of the Company's
outstanding debt from the lender group.

The Company is attempting to find solutions to the lender group's
issues and is considering all available alternatives, including
refinancing or the filing of a Chapter 11 bankruptcy petition.  
The actions of the lender group described above will have a
material adverse effect on the Company.  There can be no
assurance that the Company will be able to continue as a going

GENICOM Corporation is a global provider of integrated network
solutions, multivendor services and printer solutions focusing on
the midrange, client/server market.  Its Document Solutions
company (DSC) designs and markets a wide range of high-
performance serial matrix, line matrix, page and travel
industry printers, along with a complementary line of supplies,
parts and services. GENICOM is headquartered within metropolitan
Washington, DC.

GREAT TRAIN STORE: Announces Reorganization Under Chapter 11
The Great Train Store Company (OTC Bulletin Board: GTRN), a
Dallas-based national chain of train-themed toy, hobby and gift
stores, announced that it yesterday filed a voluntary petition
for protection and reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
district of Delaware.  The filing was necessitated by the
Company's poor performance and the decision of the Company's
principal lender not to advance funds at a level sufficient to
satisfy the Company's working capital requirements.  A Chapter 11
proceeding is rehabilitative in nature and designed to give a
company reasonable time to reorganize its operations and finances
while being afforded certain protection from creditors'

Under the Chapter 11 proceeding, the Company will continue to
operate its business and manage its properties under court
supervision as a debtor in possession.  To facilitate the
reorganization, the Company has obtained debtor in possession
financing from its principal lender.  With this financing, the
Company anticipates it will be able to continue to receive
merchandise in a timely manner, and expects to emerge from the
reorganization as a stronger and more viable entity.

As part of this restructuring, subject to the approval of the
Court, the Company currently expects to close up to approximately
eleven of its fifty-six stores.  As these eleven stores are
under-performing, their closing should provide additional
liquidity that can be utilized by the Company during the

The Great Train Stores are owned and operated by The Great Store
Partners, L.P., a wholly-owned subsidiary of The Great Train
Store Company.  The Great Train Store Company is a public company
with its shares traded on the OTC Bulletin Board (GTRN).

GULF STATES STEEL: Noteholders Support Exclusivity Extension
The official committee of holders of the 13 1/2% First Mortgage
Notes due April 15, 2003 issued by Gulf States Steel, Inc. of
Alabama supports the debtor's motion to further extend through
April 30, 2000 and June 30, 2000, respectively, the exclusive
periods within which the debtor may file a plan of reorganization
and solicit acceptances thereto.  The Noteholder Committee
remains of the belief that the filing of a non-consensual plan of
reorganization in the midst of the application process for a loan
under the Emergency Steel Loan Guarantee Act of 1999 would be
counter-productive for all of the parties in interest.

HOGIL PHARMACEUTICAL: SmithKline Beecham Objects To Exclusivity
SmithKline Beecham Consumer HealthCare, LP holds two promissory
notes of debtor whose unpaid principal and interest at the date
of filing aggregate approximately $3.071 million.

SmithkKline asserts that the debtor promised the Creditor's
Committee and indicated that at least two court hearings that the
debtor would file a plan by March 1, 2000.

SmithKline states that the debtor advances no reason why it
cannot file its plan by March 1, and in any event gives no reason
for the need of a sixty-day extension.

The debtor's operating statement for January reflected a loss of
$76,613 and SmithKline states that the debtor provides no reason
to believe that losses will not continue during the period of the
requested extensions.

IMPERIAL HOME: Taps Edward Howard as Communications Consultants
The debtors, The Imperial Home Décor Group Inc., et al., seek to
retain and employ Edward Howard & Co. as corporate communications

The firm will provide the following services:

Develop and implement communications programs and related
strategies and initiatives for communications with the debtor's
key constituencies regarding the debtors' operations, financial
performance and progress in the case;

Develop public relations initiatives for the debtors to maintain
public confidence and internal morale during the Chapter 11

Prepare press releases and other public statements for the
debtors, including statements relating to asset sales and other
major Chapter 11 events;

Prepare other written communications to the debtors' key

The firm charges on an hourly basis.  Rates range from $360 per
hour to $70 per hour.  The firm states that it will charge at
least $25,000 per month in fees notwithstanding the hourly rates.
The debtor has paid a total of $65,000 as a retainer.

INBD, INC.: Case Summary and 20 Largest Unsecured Creditors
Debtor: INBD, Inc.
        2610 North Van Marter
        Suite #2
        Spokane, WA 99206

Petition Date: Feb 17, 2000  Chapter 11

Court: Eastern District of Washington

Bankruptcy Case No.: 00-00955

Judge: Patricia C. Williams

Debtor's Counsel: Barry W. Davidson, 07908
                  Davidson Bailey & Medeiros
                  1280 Bank of America Center
                  601 West Riverside Avenue
                  Spokane, Washington 99201

Total Assets: $ 1,000,001 to 10 mill(estimate)
Total Debts:  $ 1,000,001 to 10 mill(estimate)

20 Largest Unsecured Creditors

A&B Asphalt                $ 13,074
B&E Electric                $ 9,219
Cavanaughs River Inn        $ 1,846
Computer Bus. Solutions     $ 3,044
Double Tree Hotel           $ 3,491
Lukins & Annis, P.S.        $ 5,124
Mechanical Svcs             $ 2,963
Moss Adams                 $ 24,802
Muzak                       $ 6,267
Nelson, Doug                $ 8,814
Pepsi-Cola Company          $ 9,043
Pepsi-Cola Pasco            $ 5,656
Pepsi-Cola Yakima           $ 4,927
Prosource Distribution Svc  $ 2,735
Sysco Food Service of
Montana                   $ 163,638
The Office Depot            $ 9,237
Todd Uniforms               $ 4,701
Tri State Sign Co.          $ 4,572
Weinstein Beverage Co.      $ 4,644
Z Media                     $ 1,919

INSILCO HOLDING: Completes Sale of Taylor Publishing
Insilco Holding Company has completed the previously announced
sale of Taylor Publishing, its Dallas-based specialty publishing
business unit, to a newly formed company owned by Castle Harlan
Partners III, L.P. for proceeds of $93.48 million before
adjustments for working capital and transaction-related costs.

David A. Kauer, Insilco President and CEO, reiterated, "Taylor is
a fine business with solid prospects, however it does not fit
with our long-term strategy of pursuing growth in our core
technology and heat exchanger businesses." Kauer concluded, "We
have benefited from our long association with Taylor Publishing
and wish them much success in the future."

KCS ENERGY: Announces Court Decision
Houston-based KCS Energy Inc. announced that the U.S. Bankruptcy
Court for the District of Delaware orally denied on Feb. 25 the
company's motion for an order determining that the class of
senior notes under its proposed chapter 11 plan would be
unimpaired if the notes were reinstated and the third
supplemental indenture were effective, according to a newswire
report. KCS President and CEO James W. Christmas said, "Taking
into account the court's ruling and remarks, we believe we are
unable to submit an amended plan which leaves the holders of the
senior notes unimpaired. Accordingly, the disclosure statement
hearing has been adjourned to March 26." He also said that he
believes an amended chapter 11 plan can be filed based on the
existing noteholder agreement, but that there is no assurance
that the proposed plan will be approved. KCS is an independent
energy company engaged in the acquisition, exploration,
development and production of natural gas and crude oil. (ABI 01-

KEY PLASTICS: Third Amendment To Senior Credit Facility
On February 15, 2000, Key Plastics L.L.C. executed a third
amendment to its Senior Credit Facility, which, among other
things, extended to March 10, 2000 the terms of a previously
reported modification to the Facility that had been agreed to by
the company, and the agent and lenders on December 15, 1999.

The previously reported Maintenance/Support Agreement executed by
certain shareholders of the company's majority member, Key
Plastics Holdings, Inc., was also amended on February 15 to
extend until March 25, 2000 the time period during which the
shareholders have agreed to contribute $5 million to the company
if it is unable to borrow under its Senior Credit

LOEHMANN'S: Extension of Time To Assume/Reject Leases
The US Bankruptcy Court for the District of Delaware entered an
orde4r on February 22, 2000 granting the debtor, Loehmann's, Inc.
an extension of time, to and including March 13, 2000 to assume
or reject unexpired leases.

MARTIN COLOR-FI: Signs Merger Agreement
Martin Color-Fi, Inc.("MCF") announced that it has signed a
merger agreement with an affiliate of Dimeling, Schreiber & Park
("DS&P"), a Philadelphia, Pennsylvania-based investment
partnership which specializes in private equity investments
primarily in the form of Chapter 11 reorganizations. If the
agreement (which must be approved by the Bankruptcy Court) is
consummated, all of the currently outstanding shares of MCF will
be canceled. New MCF shares will be issued to DS&P, which will
become the sole shareholder of restructured MCF upon
effectiveness of the merger.

The agreement (together with the merger consideration) will be
reflected in the proposed Plan of Reorganization and Disclosure
Statement that MCF anticipates filing imminently in Bankruptcy
Court in the District of South Carolina. The agreement provides
that it is subject to competing overbids, MCF's obtaining debt
financing acceptable to DS&P (a non-binding commitment letter
from a lending institution has been obtained by MCF) and the
confirmation of a Plan of Reorganization, among other conditions.
Neither the agreement nor the proposed Plan of Reorganization
will provide for any recovery for MCF's existing shareholders.

Martin Color-Fi, Inc. produces polyester fibers and pellets from
recycled plastic materials such as soft drink bottles, off-class
packaging resins, polyester fiber waste and film waste. The
company uses these materials to produce polyestrr fibers for a
wide range of markets, including automotive fabrics, carpet,
apparel, home furnishings, industrial fabrics and construction
reinforcement materials. The company also produces yarns from
synthetic fibers, as well as dyes and pigments.

MCF is operating under the protection of the Bankruptcy Court in
the District of South Carolina. The Bankruptcy Code places the
interests of creditors ahead of the interests of shareholders. As
stated above, if the Bankruptcy Court approves a plan of
reorganization based on the merger agreement with DS&P's
affiliate, all existing shares of MCF will be cancelled and
shareholders will receive no compensation for such cancellation
of their shares.

NATIONAL RESTAURANTS: Seeks Order Pursuant To Sec.365(d)(4)
National Restaurants Management, Inc. et al. seeks entry of an
order extending the time period within which the debtors may
assume or reject leases.  Kahn Consulting Inc. and Committee
counsel are undertaking a comprehensive investigation of the
financial condition of the NRM Companies in order to determine
the value of the debtors.  AS a result, the Creditors Committee
has requested that the debtors not seek approval of their
Disclosure Statement and otherwise move forward with the
additional steps required for confirmation of the plan until the
valuation analysis is complete.  The debtors seek such an
extension to June 12, 2000.

Moody's Investors Service downgraded the rating of Navigator Gas
Transport's first priority ship mortgage notes due 2007 to Caa2
from Caa1, and the second priority notes due 2007 from Ca to C.
The senior implied rating was reduced to Caa2 from the previous
B3. The rating outlook is negative.

The rating downgrade primarily reflects the reduction in earnings
capacity of the ships due to the continued weak rate environment
of the transport market for petrochemical gasses, the concurrent
decline in the market value of the ships under construction
(collateral for the notes), the fragility of the company's
balance sheet due to the high leverage, and increasing
expectations that restructuring options will likely be explored
and effected with the bondholders.

Navigator Gas Transport PLC is an Isle of Man public limited

PACIFIC INTERNATIONAL: Zaremba Group Delivers Letter of Credit
The Zaremba Group LLC has delivered their irrevocable letter of
credit to the Murray family to guarantee that the proposed
transaction can proceed on an insured payment basis.

Zaremba has agreed to purchase the assets of PCIE and lease back
those assets to PCIE for a nominal yearly amount. With the
placement of the letter of credit, Zaremba has asserted his
undeniable willingness to assist in the re-emergence of
PCIE from its Chapter 11 status.

"This action bodes well for PCIE's attempt to successfully re-
organize and emerge from the Chapter 11 Bankruptcy and sends a
clear message that PCIE does not stand alone in its efforts",
states CEO, Binks Graval.

PAGING NETWORK: Trading Moved to Nasdaq Small Cap Market
Paging Network, Inc. was notified that Nasdaq would move the
trading of PageNet's shares from the Nasdaq National Market
System to the Nasdaq Small Cap Market, effective February 25,
2000. The determination was made following a hearing before the
Nasdaq Listing Qualifications Panel on January 29.

PageNet and Arch Communications Group, Inc. expect that when
their proposed merger is consummated, the combined company will
meet the Nasdaq NMS listing qualifications. Arch's shares remain
NMS listed. PageNet's shares are still traded under the symbol

PageNet is a leading provider of wireless messaging and
information services with approximately 9 million subscribers in
all 50 states, the District of Columbia, the U.S. Virgin Islands,
Puerto Rico and Canada. The company offers a full range of paging
and advanced messaging services, including guaranteed-delivery
messaging, two-way wireless e-mail, and global messaging.
PageNet's wholly owned subsidiary, Vast Solutions,
develops integrated wireless solutions to increase productivity
and improve performance for major corporations.

In November 1999, PageNet announced a definitive agreement to
merge with Arch. Expected to be completed by mid-year 2000, the
merger will create a new company with more than 15 million
wireless communications subscribers. The merger, which will
include an exchange of equity for PageNet's senior subordinated
notes and Arch's senior discount notes, remains subject to
clearance by the Federal Communications Commission, the
Securities and Exchange Commission, the Department of Justice and
bondholders and shareholders of PageNet and Arch.

PLANET HOLLYWOOD: Disney to Purchase All Star Cafe
Walt Disney Co. announced that it is negotiating to purchase a
sports-themed restaurant on its central Florida property from
Planet Hollywood International Inc. by the end of the week,
according to a newswire report. The purchase price for the 280-
seat Official All Star Cafe at Disney's Wide World of Sports
attraction was not disclosed. The park hosts sporting events
year-round and is the spring training site for the Atlanta
Braves. The restaurant is one of eight All Star Cafes owned by
Planet Hollywood, which emerged from chapter 11 protection last

PREMIER LASER SYSTEMS: Quinn Appointed to Board
In mid-January Premier Laser Systems Inc. announced that the
board of directors had appointed Premier President and CEO
Michael J. Quinn, 55, to the board, effective immediately.

The company also announced that Colette Cozean, Ph.D., 41, had
resigned from the board, and Patrick Day, 72, and G. Lynn Powell,
DDS, 58, had announced their retirement from the board. The
appointment of Quinn fills one of the three vacancies created by
the resignations of Cozean, Day and Powell, bringing the total
number of directors to five, with two vacancies to be filled.

According to the announcement, the board was to immediately
commence a search to fill the remaining seats on the board. Quinn
joined the company as president and CEO in mid-November of last
year. Both Cozean and Day had served on the board since 1991,
Powell joined the board in 1997.

Earlier in January Premier Laser Systems Inc. announced that its
board of directors elected Fredric J. Feldman, as its chairman,
replacing Cozean, who had served as chairman since 1992.

Premier Laser Systems develops, manufactures and markets
diagnostic and therapeutic products for the eyecare, dentistry
and surgical markets including lasers, fiber optic delivery
systems and associated products for a variety of applications.

SABRATEK: Enters Interim Management Agreement with Jay Alix
The debtor, Sabratek Corporation, filed an Interim Management and
Financial Consulting Services Agreement which was entered into
between Sabratek Corporation and Jay Alix & Associates.  One
objective of the engagement is to sell portions of the company
for the benefit of creditors and or shareholders. Jay Alix will
be compensated for these services based on a contingent success
fee calculated as 1.5% of the total aggregate consideration
tendered as  a result of any such transaction.

SERVICE MERCHANDISE: Reports Year-End Results to SEC
Service Merchandise Company indicates that the success of its
stabilization efforts during 1999 is reflected in its EBITDAR
(earnings before interest, taxes, depreciation, amortization and
restructuring charges) from continuing operations of $25.2
million for the year ended January 2, 2000.

EBITDAR from continuing operations for the three months ended
January 2, 2000 was $68.3 million compared to $49.1 million for
the prior year fourth quarter. EBITDAR from continuing operations
for the nine months ended January 2, 2000 - encompassing
reporting periods following the commencement of the company's
voluntary Chapter 11 case on March 27, 1999 - was $47.6 million,
exceeding the company's 1999 Stabilization Plan by $12.6 million,
or 36.1 percent.

As key components of its 2000 Business Plan, Service Merchandise
also announced strategic initiatives involving the refinement of
its product mix with a heightened focus on jewelry and a more
targeted assortment of hardlines, and a convergence of its store
selling environments and established Internet structure. The
company's 2000 Business Plan also includes initiatives designed
to maximize the value in the company's real estate holdings.

To fund its 2000 Business Plan as well as future operations, and
in anticipation of emergence from Chapter 11 in 2001, the company
has obtained a fully underwritten commitment from Fleet Retail
Finance Inc., the co-agent under the company's current $750
million debtor-in-possession (DIP) financing facility, for a new
four-year $600 million credit facility. This new facility will
replace the existing DIP financing and includes a commitment for
exit financing post-reorganization.

In connection with the completion of its independent audit for
the year ended January 2, 2000, the company announced a net loss
of $243.7 million for the fiscal year, on net sales of $2.23
billion. For the prior year, the company reported a net loss of
$110.3 million on net sales of $3.17 billion. For the 13 weeks
ended January 2, 2000, the company reported net income of $28.0
million on net sales of $835.7 million, as compared with a
net loss of $41.8 million on net sales of $1.29 billion for the
14 weeks ended January 3, 1999.

Service Merchandise will present its 2000 Business Plan to its
lenders, vendors, landlords, employees and other creditors in
March 2000.  The Plan is said to capitalize on Service
Merchandise's key assets, including its jewelry franchise, the
best of its hardlines business, its real estate assets and its
established Internet infrastructure.

Based on the company's analyses and market review, Service
Merchandise will expand its focus during 2000 on its core
competency - the design, manufacture and sale of jewelry - while
also offering a more targeted selection of hardlines items that
customers have historically shown an affinity for purchasing at
Service Merchandise. The company will exit certain unprofitable
hardlines categories, including toys, juvenile, sporting goods,
most consumer electronics and indoor furniture. The company
plans to conduct clearance sales at its 221 stores in the
ordinary course of business over the next several months in order
to rebalance its inventory requirements consistent with the 2000
Business Plan.

An important element of the company's strategy is the convergence
of the Internet and store selling environments. Each Service
Merchandise store will feature Internet kiosks that will provide
immediate access to the company's web site, its bridal and gift
registry, and its store directory. Using the in-store Internet
kiosks, customers will be able to purchase and pick up
merchandise from the store or have it delivered to their homes.
The company also expects to enter into additional vendor
partnerships similar to its recently announced alliances with
brands such as Corning, Black and Decker and Panasonic Home.
Under these alliances, Service Merchandise plans to offer a
portion of each company's product line in its stores and the
entire product line via the Internet. The company is working to
establish a system to offer the hardlines categories which will
no longer be carried in stores for purchase via the Internet
based on vendor ability to ship directly to consumers.

The 2000 Business Plan, if successfully implemented, should
provide the framework for a plan of reorganization to be
proposed, filed, prosecuted, confirmed and consummated by the
company during 2001. The company said that the plan or plans of
reorganization presently being considered by the it involves a
debt conversion of the its prepetition unsecured claims into new
common equity of the reorganized company. Under such
circumstances, the existing common stock of the company would be
cancelled and existing shareholders would not receive any
distribution in connection with the reorganization. The company
said that the value of its common stock was highly speculative
since it was highly probable that it would be cancelled and
therefore worthless if the expected plan of reorganization is

SERVICE MERCHANDISE: Kovats Promoted to Sr. Vice President
Eric Kovats has been promoted to Senior Vice President, Stores,
assuming overall responsibility for Service Merchandise Company
Inc.'s 221 stores. Mr. Kovats, 45, joined Service Merchandise in
1973, and has served in various store management and district
management positions, including three years as Regional Vice
President. He has been Vice President, Hardlines
Stores Organization, since March 1999.

As part of the 2000 Business Plan, the company will begin
immediately to reduce the workforce at its corporate offices in
Nashville and throughout its stores organization which will
result in the elimination of approximately 4,800 positions in
stages during the 2000 fiscal year. Approximately 350
distribution center positions will be also be impacted.
"The reductions in force will bring our store and corporate
support functions in line with the service requirements of our
smaller store layout and corresponding reduced merchandise
volume. We recognize and regret the impact this action will have
on the associates whose hard work and contributions have played
key roles in our progress during the past year," Mr. Cusano said.

He also stated that the company plans to seek approval of
modifications to its existing employee retention program which
will benefit go-forward employees and provide enhanced severance
to most transitional employees who are asked to stay with the
company for a limited period of time to complete specific
projects and objectives established by the company.

Following the expected approval of the Bankruptcy Court and
closing, the company's new four-year, $600 million DIP and exit
credit facility will replace the company's existing $750 million
DIP financing agreement and is expected to provide adequate DIP
financing as well as exit financing for ongoing capital
improvements, operating expenses and general working
capital once the company emerges from Chapter 11. The new
facility will be agented by Fleet Retail Finance Inc., a co-agent
of the current DIP facility, and fully underwritten by
FleetBoston Robertson Stephens Inc.

The new credit facility is presently structured as a $600 million
revolver, although Fleet has reserved the right to allocate up to
$85 million to a term loan prior to closing. The facility also
includes a letter of credit subfacility of $150 million and
permits subordinated secured financing in amounts up to an
additional $50 million on terms reasonably satisfactory to
Fleet. The facility requires superpriority claim status and a
first priority security interest in all assets subject to
existing liens, and contains certain other customary priority

The financing is subject to various customary terms and
conditions, and must be closed by the company no later than May
31, 2000. The facility will mature four years from closing but
can be converted to exit financing by the company at any time
during the four-year term as long as applicable conditions to
conversion are satisfied. The interest rate during the first
year of the term is LIBOR plus 250 basis points or prime plus 75
basis points; thereafter, the interest rate on the facility is
subject to quarterly adjustment pursuant to a pricing grid based
on availability and/or EBITDA with ranges of 200 to 275 basis
points over LIBOR and 25 to 100 basis points over prime.

The borrowing base under the facility is substantially similar to
the company's existing $750 million DIP facility except for
increases in certain seasonal advance rates and total
availability based on real estate holdings. The facility has no
mandatory commitment reductions or mandatory prepayments except,
prior to exit from Chapter 11, the facility includes a
daily sweep of cash towards the revolver balance (subject to
certain exceptions). Following exit from Chapter 11, the daily
sweep would occur only during specified cash dominion events.

The facility includes various covenants designed to facilitate
implementation of the 2000 Business Plan and the company's
anticipated emergence from Chapter 11 in 2001. To fund capital
expenditures, including the company's planned two-year store
renovation program, the proposed facility will permit the company
to invest up to $70 million of capital expenditures during 2000
(plus certain incremental amounts based on the amount of
subleased space completed during the fiscal year). In 2001, the
facility will permit capital expenditures up to $150 million less
actual capital expenditures invested during 2000. During 2002 and
2003, the company may invest up to $50 million each year with 100
percent carry over of unexpended amounts from prior years. The
facility will include a financial covenant test similar to the
test in the current $750 million DIP facility. The company would
not breach this financial covenant unless unused borrowing
availability falls below $50 million and the company
fails to meet specified minimum EBITDAR performance. Excluded
from the EBITDAR calculation are revenues and expenses associated
with discontinued inventory lines, the Orlando and Montgomery
warehouses and the reduction in force plan (including payroll and
severance) except with respect to non-continuing EBITDAR amounts
in excess of $100 million.

There are no restrictions in the facility on the company's
ability to sublease and lease store space pursuant to the 2000
Business Plan; lease all or part of the corporate headquarters;
sell, pursuant to sale-leasebacks or outright, the corporate
headquarters, the Orlando and/or the Montgomery distribution
centers; and/or implement a credit card receivables
securitization program. The company also retains the ability to
complete intercompany restructurings, intercompany asset
transfers and intercompany/third-party real estate transactions.

Events of default under the facility include customary default
provisions as well as key management provisions that would
trigger a default in the event that both the current CEO and
President ceased to be employed, unless at least one of them is
replaced by a person reasonably satisfactory to Fleet within 90
days and/or the acquisition by any one person or entity of
50 percent of the voting stock of the company. Closing of the
proposed facility is subject to customary closing conditions,
including at least $155 million of availability at close and no
material adverse change at the time of closing. Conversion of the
DIP Facility to an exit facility is also based on customary
closing conditions, including the Agent's reasonable
satisfaction with capital structure, plan of reorganization and
any materially revised projections, as well as the achievement by
the company of a specified trailing 12-month EBITDA (which varies
depending on time of exit) and certain minimum availability
(which varies from $50 to $100 million) depending on the time of

SHADE TOWERS: Case Summary and 6 Largest Unsecured Creditors
Debtor: Shade Towers, LLC
        528 E. Trent Avenue
        Spokane, WA 99202

Petition Date: February 15, 2000  Chapter 11

Court: Eastern District of Washington

Bankruptcy Case No.: 00-00887

Judge: Patricia C. Williams

Total Assets: $ 1,000,000 to 10 mill(estimate)
Total Debts:  $ 1,000,000 to 10 mill(estimate)

6 Largest Unsecured Creditors

James W. Elmer Const.  Const. debt        $ 225,000
Sound Elevator Co.     Disputed to exact   
                       amount only         $ 40,000
3-E Design Group       Disputed to exact   
                       amount only         $ 10,500
Spokane Concrete       Const. debt            $ 750
Thomas Cabinets        Const. debt            $ 750
Joel McCormick III     Notice for Elmer Const.

SUN HEALTHCARE: Founder Sells Most of His Stock
Andrew Turner reported to the SEC a sale of 5.95 million shares
of his common stock in Sun Healthcare.  Turner now holds 1.9
percent of the company's stock - down from 11.5 percent.

The SEC requires shareholders who own more than 5 percent of a
company's stock to file annual reports on their holdings.

Other Sun executives also sold shares in December, according to
reports filed with the SEC on Jan. 7. Many shareholders who have
capital gains sold Sun stock to reduce their income tax, Goodman

Sun Healthcare filed for bankruptcy-court protection on Oct. 14.
The company was delisted from the New York Stock Exchange on June

Sun's stock reached a high of $6.88 for the year in early 1999
and a low of 1 cent at the end of the year. In 1998, Sun stock
traded as high as $20.31.

TEU HOLDINGS: Case Summary
Debtor: TEU Holdings, Inc.
        1309 Exchange Alley
        Richmond, VA 23219

Petition Date: February 17, 2000   Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01098

Judge: Peter J. Walsh

Debtor's Counsel: Mark Felger(David W. Carickhoff, Jr.)
                  Cozen and O'Connor
                  Chase Manhattan Centre
                  1201 N. Market Street Suite 1400
                  Wilmington, DE 19801

Total Assets: $ 10,000,001 to 50 mill(estimate)
Total Debts:  $ 10,000,001 to 50 mill(estimate)

TOTAL RENAL CARE: Moody's Downgrades Ratings; Outlook Is Negative
Moody's Investors Service downgraded the ratings of Total Renal
Care Holdings, Inc. ("TRL") and its subsidiary, Renal Treatment
Centers, Inc. The ratings affected are as follows:

Total Renal Care Holdings, Inc.:

˙ $1.1 billion senior secured credit facilities due 2003 to 2006
from Ba2 to B1

˙ $345 million 7% convertible subordinated notes due 2009 from B1
to B3

˙ Senior implied rating from Ba2 to B1

˙ Senior unsecured issuer rating from Ba3 to B2

Renal Treatment Centers, Inc.:

˙ $125 million 5.625% convertible subordinated notes due 2006
from B1 to B3

The rating outlook is negative. TRL is a provider of integrated
dialysis services.

The rating action reflects the deterioration in TRL's operating
results and debt protection measures in recent periods as the
company has exhibited lower revenue per treatment and increased
costs, while also incurring substantial charges related to
increased provisions for accounts receivable, asset write-offs,
and other issues. The company also recently announced that it
would be taking substantial additional charges (primarily non-
cash) in its fourth quarter ended December 31, 1999 for items
including asset impairment, losses on asset sales, and further
provisions for accounts receivable.

Moody's further notes that the company's Florida-based laboratory
operation is currently in a dispute with its third party carrier
relating to potential Medicare overpayments of roughly $19.8
million. The carrier has suspended all Medicare payments to the
laboratory during its review.

These operating issues and charges have led to covenant
violations under the company's senior credit agreement.
Management is currently in the process of negotiating an
amendment with its bank group.

The company has recently entered into an agreement to sell all of
its non-continental U.S. operations for approximately $161
million, proceeds of which will be used to reduce outstanding
debt. However, given TRL's reduced earnings and the scale of
recent and pending charges, leverage will likely remain
substantially higher than historical levels.

The negative rating outlook reflects the challenges that the new
management team will continue to face in improving the company's
operating results and financial condition given the scope of its
recent difficulties.

Total Renal Care Holdings, Inc., headquartered in Torrance,
California, is the nation's second-largest provider of dialysis
services for patients suffering from chronic kidney failure.

TOWER AIR: Case Summary and 23 Largest Unsecured Creditors
Debtor: Tower Air, Inc.
        Hangar No. 17
        J.F.K. Int'l Airport
        Jamaica, NY 11430

Type of Business: Provides primarily long-haul scheduled and
charter passenger air service in diverse international and
domestic markets served by its fleet of Boeing 747 aircraft.

Petition Date: February 25, 2000  Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01280

Judge: Peter J. Walsh

Debtor's Counsel: Jay M. Goffman; Mark S. Chehi
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  One Rodney Square, PO Box 636
                  Wilmington, DE 19899-0636; and
                  Four Times Square, New York, New York 10036
                  (302)651-3000; and (212)735-3000
Total Assets: $ 380,726,000
Total Debts:  $ 356,895,000

23 Largest Unsecured Creditors

General Electric Co.
Contact: Gutto Davis
Phone: 44-1443-847-840
Fax: 44-1443-847-362    trade debt   $ 36,400,000

US Treasury             tax           $ 8,439,828

Lufthansa Airomotive      
Contact: Fergus Fenlum
Phone: 353-1-401-1111   trade debt    $ 8,804,009

LSG/Sky Chefs
Contact: Janice Crowley
Phone: 817-792-5553     trade debt    $ 3,794,750

China Airlines
Contact: Mark Hsu
Phone: 886-3-383-4251
Fax: 886-3-398-7764     trade debt    $ 3,598,650

PO Box 563
Capital Airport Beijing
P.R. China
Contact: Andreas Meisel
Phone: 86-10-6456-1122
ext 4000
Fax: 86-10-6456-7974    trade debt    $ 3,488,723

Pratt & Whitney
400 Main Street
East Hartwood, CT 06180
Contact: Bart Frankel
Phone: 860-565-7163
Fax: 203-250-4767       trade debt    $ 3,026,803

Dynair Services
45025 Aviation Drive
Suite 350
Dulles, VA 20166
Contact: John Sanders
Phone: 703-742-4328
Fax: 703-742-4342       trade debt    $ 2,371,324

Texaco, Inc.
Contact: John Swalfs
Phone: 914-838-7292     trade debt    $ 2,039,758

Eagle Services
51 Calshot Road
Singapore, 509927
Contact: Roger Diquenoy
Phone: 65-548-2438      trade debt    $ 2,013,974

Port Authority of NY
One World Trade Center
NYC, NY 10048
Contact: Steve Borrelli
Phone: 212-435-7000     Landlord      $ 1,496,705

Mercury Air Group
Contact: Eric Beelar
Phone: 310-577-8758
Fax: 310-577-8765       trade debt    $ 1,487,102

Treasurer of US-Kelly AFB             $ 1,138,537

City of Los Angeles     trade debt      $ 849,002

Prudential Insurance
One Prudential Drive
Cranbury, NJ 08512
Contact: James Paradee
Billing Tech
Phone: 609-708-4047
Fax: 609-708-5555       trade debt      $ 847,005

Air BF Ltd.
Contact: Art Hudson
Phone: 281-560-5530     trade debt      $ 770,815

Litton Systems
21050 Burbank Blvd.
Woodland Hills
CA 91367
Contact: Scott McBee
Phone: 818-226-2309     trade debt      $ 644,994

Israel Aircraft Ind
Ben Gurion Int'l Airport
Tel Aviv
Contact: Daniel Lesham
Phone: 972-3-935-8476   trade debt      $ 642,682

Aviation Safeguards
175-01 Rockaway Blvd.
Jamaica, NY 11434
Contact: Marry Blake
Phone: 718-995-5000
Fax: 718-995-4350       trade debt      $ 625,946

US Customs              duties          $ 571,260

Dade County Aviation
PO Box 592616
Miami, FL 33159         trade debt      $ 569,253

Hewes Gelband Lambert
Contact: Steve Gelband
Phone: 202-337-6200     trade debt      $ 513,894

Puerto Rico Ports Authority
GPO Box 362829
San Juan, PR 00936-2829
Contact: Ivelisse Castro
Phone: 787-729-8440
Fax: 787-724-6844       trade debt      $ 494,654

TOWER AIR: Announces $18 Million Secured DIP Credit Facility
Tower Air, Inc. (Nasdaq National Market:TOWR) today announced
that it has filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code.

In connection with the filing made in the United States
Bankruptcy Court in Wilmington, Delaware, Tower also announced
that its existing secured lender, GMAC Business Credit, LLC has
agreed to provide an $18 million secured debtor-in-possession
credit facility, which will allow the Company to continue
its regular schedule of flights and otherwise operate its
business in the ordinary course while it seeks to negotiate
promptly the terms of a consensual reorganization plan with its
major creditor constituencies.

"Given the Company's current financial condition, we had no
choice but to file for Chapter 11 protection. Even with the
filing, however, we do not expect any interruptions in service or
significant changes in the Company's current operations," said
Morris Nachtomi, chairman and chief executive officer of Tower.
Nachtomi added that "the Company left no stone unturned in trying
to avoid a Chapter 11 filing, but simply was unable to do so.
Operating under the supervision of the Bankruptcy Court is the
only alternative that will give Tower the breathing space and
relief from debt obligations necessary to reorganize the
Company's finances expeditiously."

TOWER AIR INC.: S&P Cuts Credit To D
Standard & Poor's lowered its corporate credit rating on Tower
Air Inc. to 'D' from triple-'C'-plus, following Tower's filing
for bankruptcy under Chapter 11. There is no rated debt, as the
high yield debt issue originally planned in 1998, when the
corporate credit rating was assigned, was withdrawn.

Tower Air, based at New York's John F. Kennedy International
Airport, provides scheduled and charter passenger service to
mostly leisure travelers and charter service to the U.S.
military. It also has a small air cargo operation. Tower is the
second-largest provider of service between Kennedy Airport and
Tel Aviv (after El Al Israel Airline). It also flies to a limited
selection of U.S. and European destinations. The entry of
Continental Airlines Inc. into the New York-Tel Aviv market in
August 1999, flying from Newark Airport, greatly increased

Tower has had a weak financial profile for years, posting losses
since 1996 (with the exception of 1998 when it earned only $1.5
million). Like the rest of the industry, Tower has also been hurt
by increased fuel prices over the past year. Standard & Poor's
had revised its rating outlook to negative in February 1999.

TREESOURCE INDUSTRIES: Reports $1.538M Net Loss For Quarter
TreeSource Industries, Inc., (OTC Bulletin Board: TRES) reported
a net loss of $1,538,000 or $0.14 per common share for the three
months ending January 31, 2000.  This compares to a net loss of
$3,222,000 or $0.29 per common share for the same period last
year.  The quarter's results include non-ordinary charges
to income of $1,095,000 of which $942,000 relates to the
Company's current Chapter 11 reorganization and $153,000 relates
to a loss on the disposition of certain assets.  

Fiscal 2000 year-to-date net income for the nine months ended
January 31, 2000 was $4,083,000 or $0.37 per common share as
compared to a net loss of $ 5,313,000 or $0.48 per common share
for the same period last year. Year to date results include non-
ordinary charges to income of approximately $1,972,000 of
which $1,819,000 relates to the Company's current Chapter 11
reorganization and $153,000 relates to a loss on the disposition
of certain assets.  

Net sales were $186.1 million for the nine months as compared to
$143.2 million for the same period last year.  Lumber sales
volume was up 13 percent and revenue per unit of lumber sold was
up 15 percent.

TreeSource President, Jess Drake commented, "Financially, the
quarter was disappointing due to soft markets and substantial
one-time costs related to the restructuring.  We continue to
focus on beginning the process of updating our facilities, and
selling non-core assets to pay down debt."

As announced earlier, the Company filed for reorganization under
Chapter 11 of the Bankruptcy Code on September 27, 1999.  

A Disclosure Statement and Joint Plan of Reorganization has been
filed with the U.S. Bankruptcy Court in Seattle.  The proposed
plan, if confirmed, would result in the cancellation of the
Company's current classes of common and preferred stock.  
Proceeds from the sale of assets will be used to pay down the
Company's secured debt and a significant portion of the debt
would be converted to equity.

TreeSource CFO Robert Lockwood stated, "Financially, the
Company's results are on-track with the business plan.  A weak
third fiscal quarter due to a softening market and increased
costs related to the bankruptcy was anticipated. The lumber
market experiences wide seasonal and cyclical fluctuations that,
when combined with a highly leveraged balance sheet, cause
financial instability. The proposed plan of reorganization
address these issues through facility modernization and de-
leveraging the balance sheet."

TreeSource Industries, Inc. operates facilities in Oregon,
Washington, and Vermont, producing softwood and hardwood lumber

TRISM INC: Notice of Confirmation and Effectiveness of Plan
On December 9, 1999, the US Bankruptcy Court for the District of
Delaware entered an order confirming the Second Amended Joint
Plan of Reorganization dated October 25, 1999.  The Effective
Date of the plan occurred on February 15, 2000.

UNITED INDUSTRIES: Moody's Confirms Ratings
Moody's Investors Service confirmed the B3 rating of United
Industries Corporation's ("UIC") $150 million of 9.875% senior
subordinated notes, due 2009, and the B1 rating of its $335
million secured credit facility, which includes a $110 revolving
credit and $225 million of original term loans, of which $211
million is currently outstanding. In addition, Moody's confirmed
the company's B1 senior implied rating and its B2 senior
unsecured issuer rating. The outlook has been changed to stable
from positive.

The change in the ratings outlook reflects UIC's slower than
anticipated growth in sales and cash flow in fiscal 1999 and the
expectation that the company's future growth will be slower than
originally planned. As a result, its debt protection measures may
not materially strengthen in the near term. The risks associated
with UIC's high leverage and thin interest coverage have been
heightened as a result of its substantial customer
concentrations, increasing competition from The Scotts Company
("Scotts" - Ba3 senior implied; positive outlook), and concerns
over its value-brand's recent loss of shelf space at Home Depot.

Sales and earnings of UIC's Terminate business suffered in 1999
primarily due to volume shortfalls driven by FTC litigation.
Although the FTC suit was settled in mid-season, it significantly
delayed the company's marketing and merchandising plans.
Furthermore, high year-end retailer inventories in 1998 reduced
1999 sell-in of the Terminate product. Unfavorable product mix
and high operating expenses also contributed to Terminate's poor
operating performance. UIC has relaunched the Terminate product
in fiscal 2000 and early reports are promising.

Fiscal 1999 EBITDA coverage of interest expense was moderate at
approximately 1.7-times (1.6-times after capex) versus 1.6-times
in 1998. Furthermore, with total debt of $369 million (down $15
million from the January 1999 recapitalization), EBITDA leverage
remains high more than 6-times, while retained cash, as measured
by EBITDA minus capex minus interest expense minus taxes, is
modest at only $18 million, or 5% of total funded debt. The
company has low depreciation and capital expenditure

At December 31, 1999, UIC had no outstanding borrowings under its
$110 million revolving credit facility, which adds to its
financial flexibility. The financial covenants governing the
secured credit facility have recently been amended to reflect the
lower-than-expected levels of cash flow. Secured bank debt
represents approximately 57% of the company's total funded debt.

Headquartered in St. Louis, Missouri, United Industries
Corporation is a leader in branded consumer lawn and garden care
products, as well as household insect control products. Its value
and opening price point brands include, among others,
Spectracide, Spectracide Terminate, Hot Shot, Cutter, Peters
Professional, Real-Kill (Home Depot), No-Pest (Lowe's), KRid and
KGro (Kmart).

Standard & Poor's lowered its corporate credit and bank loan
ratings on U.S. Office Products Co. (USOP) to triple-'C'-plus
from single-'B'. At the same time, Standard & Poor's lowered its
rating on the company's subordinated notes to triple-'C'-minus
from triple-'C'-plus.

The outlook is negative.

The downgrade reflects continued deterioration in credit
protection measures; weak performance, especially in the North
America Office Supplies Division; and a near-term likelihood of
default on certain bank loan covenants.

USOP participates in the highly competitive industry of supplying
office products and services to corporate customers. This
business has historically been served by contract stationers like
USOP, but superstore chains and mail order marketers have been
gaining market share. USOP will continue to face significant
competition, especially as stronger companies like Staples Inc.
and Office Depot Inc. continue to grow their contract businesses.

Over the past 12 months, USOP's credit protection measures have
deteriorated substantially as a result of weak operating
performance. Cash flow has fallen well below interest expense,
and the company has needed to raise funds through asset sales and
borrowings against its revolving credit facility to meet its debt
service requirements. Although the company continues to prune its
portfolio of businesses and is likely to sell other noncore
assets, no assurance can be given that the company will be able
to negotiate acceptable terms on a timely basis. Operating
profits declined 67% in the third quarter and 61% in the first
nine months of fiscal 2000.

The sharp decline in profitability is a result of continued
problems integrating the company's acquired businesses,
particularly due to new systems and warehouse conversions in the
North American businesses. The company has about $100 million of
availability under its credit facility and was in compliance with
its bank covenants at the end of the third quarter of fiscal
2000. However, the company has little room for error in its cash
flow projections for the fourth quarter and Standard & Poor's is
concerned that, given the declining trend in operating
performance, the company may violate its bank covenants.


Operating performance is expected to continue to decline as the
company still faces significant integration and operational
issues in its core North American businesses, Standard & Poor's

VENTAS: Completes 2nd Phase Closing of Long Term Credit Facility
Ventas, Inc. (NYSE:VTR) announced that as part of its recently
completed amended long-term senior credit facility, it has
executed and delivered to its lenders mortgages, assignments, and
other related documentation granting liens and security interests
in substantially all its real property assets and in other
related assets by the date required under the loan

"Successfully completing this phase of our loan agreement by the
February 28 deadline is another positive and important step,"
President and CEO Debra A. Cafaro said. "Our energies are now
entirely focused on our continuing work to finalize Vencor's plan
of reorganization and with it, a settlement of the government
investigations of Ventas and Vencor." Vencor, Inc. (OTC/BB: VCRI)
is the Company's principal tenant.

As previously announced, Ventas entered into an amended long-term
senior credit facility with its existing senior lenders on
January 31, 2000, which restructured approximately $973 million
of debt. Bank of America and J.P. Morgan are co-agents under the
amended credit facility.
Ventas announced that its Board of Directors has set March 28,
2000 as the record date for its annual meeting, which will be
held on May 23, 2000 at The Olmstead in Louisville, Kentucky.
Ventas also said that, consistent with its previously announced
position, it will not declare or pay a dividend at this time. The
Company intends to maintain a strong cash position pending
developments in Vencor's bankruptcy proceedings. Currently, the
Company has approximately $120 million in cash and cash

Vencor filed for bankruptcy court protection in mid-September
1999. It has the exclusive right to file a plan of reorganization
until March 13, 2000 and has recently announced that it intends
to extend the expiration date for its Debtor-in-Possession
financing until June 30, 2000 (subject to bankruptcy court
approval). There can be no assurances that Vencor's plan of
reorganization, when filed, will be on the terms previously
announced or otherwise be acceptable to Ventas and its creditors.

Ventas intends to qualify as a real estate investment trust for
the year ended December 31, 1999 and expects to make the required
distribution for 1999 no later than September 15, 2000. The terms
of the Company's amended long-term senior credit facility
specifically permit the Company to pay as distributions
to shareholders all dividends necessary to qualify as a REIT. The
required dividend distribution for 1999 equals 95 percent of the
Company's 1999 taxable income, less amounts that were paid as a
dividend in February 1999.

Ventas announced that Steven T. Downey has resigned as its CFO to
pursue other business opportunities. Ms. Cafaro will continue to
be responsible for the Company's financial reporting and audit
obligations. A search for a new CFO is underway.

Ventas, Inc. is a real estate company whose properties include 45
hospitals, 218 nursing centers and eight personal care facilities
operating in 36 states.


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