TCR_Public/000306.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Monday, March 6, 2000, Vol. 4, No. 45  

ACE BAKING CO: Keebler Comes Up With Winning $6.5M Bid
ADVANCED MICRO DEVICES: Shareholders Report Stock Holdings
ANKER COAL GROUP: Outlines Exchange Offer
APPLE ORTHODONTIX: Nasdaq Files Application To De-List Stock

ATC GROUP: Seeks Order Extending Exclusive Solicitation Period
AVADO BRANDS INC.: Moody's Lowers Ratings
BOSTON CHICKEN: 4th Motion To Extend Time To Assume/Reject Leases
BREED TECHNOLOGIES: Extension of Time To Assume/Reject Leases
BREED TECHNOLOGIES: Order Extends Exclusivity

COLUMBIA HCA HEALTHCARE: Announces Operating Results For Year
CRIIMI MAE: Finalizes Settlement With Morgan Stanley
EAGLE FOOD: Court Approves First-Day Orders
EAGLE GEOPHYSICAL: Final Order Approves Secured Borrowing
EAGLE GEOPHYSICAL: Order Extends DIP Financing

ELDER BEERMAN: Plans to Close Downtown Department Stores
FORCENERGY: Terms of Plan of Reorganization
FRUIT OF THE LOOM: Motion For Authority To Wind Down Pro Player
HARNISCHFEGER: Settles Disputes With Asia Pulp & Paper
IMPERIAL HOME: Seeks Extension of Time to Assume/Reject Leases

IPM PRODUCTS: Committee Seeks To Employ Counsel
KCS ENERGY: Committee Objects To Disclosure Statement
LONDON FOG: Order extends Period To Assume/Reject Leases
NORTH AMERICAN ENERGY: Files Voluntary Petition For Chapter 11
NORTH AMERICAN VACCINE: Delphi Asset Management Reports Holdings

RANCHO CLASSIC: Case Summary and 10 Largest Unsecured Creditors
ROBERDS: Secures Financing To Continue Operations
SHOE CORPORATION: Order Approves Asset Purchase Agreement
SITI-SITES.COM: Reports Net Loss For Quarter
TALK AMERICA: Emerges From Chapter 11 With Reorganization Plan
WESTERN DIGITAL: To Shift Strategic Focus


ACE BAKING CO: Keebler Comes Up With Winning $6.5M Bid
Keebler Co. came up with the winning $6.5 million bid at a
bankruptcy court auction for the right to buy the cone-
manufacturing assets of Ace Baking, the largest ice cream cone
maker in the United States, according to the Associated Press.
Keebler was the highest bidder in the 17 rounds of bids. The Ace
Baking unit produced nearly half of the cones for the country's
commercial market until it filed for bankruptcy and closed last
year. The transaction includes the real estate, machinery,
inventory and customers lists. Ace bankruptcy attorney Peter C.
Blain, Reinhart Boerner, et al. in Milwaukee, said that Toronto-
based George Weston Ltd. had the high bid of $14.2 million for
Ace's novelty division, which makes cones for packaged ice cream
products sold in stores. That sale transaction includes a factory
in Green Bay, Wis. Blain said both sales could close within 10 to
14 days and that both companies will acquire equipment from Ace's
operations in Owings Mills, Md., that make paper wrappers for ice
cream cones. The majority of the $20.7 million in sale proceeds
will go to secured creditors, who hold more than $26 million in
Ace debt. Unsecured creditors owed about $7 million will receive
the rest of the proceeds. (ABI 03-Mar-00)

ADVANCED MICRO DEVICES: Shareholders Report Stock Holdings
Brinson Partners, Inc., an investment adviser and indirect
wholly-owned subsidiary of UBS AG, owns 9,013,550 shares of the
common stock of Advanced Micro Devices Inc., with sole voting and
shared dispositive powers.  This holding represents 8.7% of the
outstanding common stock of Advanced Micro Devices.

UBS AG, which is classified as a bank, having its principal
office in Zurich, Switzerland, holds 11,140,744 shares of the
common stock of Advanced Micro Devices.  UBS AG has sole voting
and shared dispositive powers over the stock, which stock
represents 10.7% of the outstanding common stock of the company.

UBS AG reports indirect beneficial ownership of holdings by
reason of its ownership of Brinson Partners, Inc. and UBS (USA)
Inc., a parent holding company of Brinson Partners Inc.

Affordable Homes of America, Inc. is a real estate development
company in the development stage focusing on building homes for
low-income and first-time home buyers. There are 5,000,000
families in the United States that spend 50% of their income on
rent. This does not leave them sufficient funds for buying the
basic family needs of medicine, education, decent transportation
and the like. Because of Affordable Homes' specialized
construction techniques i.e. in-line framing, foam panelized
construction and Z Mix construction, the company believes it will
bring the ability to purchase a home within the reach of this
5,000,000 family market and other potential home buyers whose
financial resources would not otherwise enable them to purchase a

Affordable Homes' has also designed a "'World Home" which is a
smaller building, for marketing abroad. Preliminary discussions
in South America, Europe and the Philippines have indicated
widespread acceptance of the World Home in those areas.

Reporting on its startup expenses, with no revenues to date, the
company reports a loss of $226,216 from its inception to December
31, 1999.

ANKER COAL GROUP: Outlines Exchange Offer
Anker Coal Group Inc. is offering to exchange up to $106,003,000
in principal amount of the company's outstanding, unregistered
14.25% Second Priority Senior Secured Notes due 2007 (PIK through
April 1, 2000) for a like amount of new, substantially identical
14.25% Second Priority Senior Secured Notes that will be free of
the transfer restrictions that apply to the outstanding notes.
Interest on the notes will be PIK, or paid-in-kind, through April
1, 2000. This means that the company will make the April 1,
2000 interest payment on the notes by issuing, when due, up to
$7,553,000 in principal amount of additional new notes instead of
paying cash. The offer will expire at 5:00 p.m., New York City
time, on March 16, 2000, unless Anker extends it. The new notes
will not trade on any established exchange.

For additional information access the  
Internet, free of charge.

APPLE ORTHODONTIX: Nasdaq Files Application To De-List Stock
Apple Orthodontix (Amex: AOI) announced that The Nasdaq-Amex
Market Group filed an application yesterday with the Securities
and Exchange Commission to strike the company's common stock from
listing and registration on the Exchange, because Apple has
fallen below certain of the exchange's listing guidelines,
among which, that it has filed for protection under Chapter 11 of
the United States Bankruptcy Code.  The delisting is anticipated
to be effective on or about March 13.

Apple Orthodontix, Inc. is a single specialty practice management
company focused on the practice of orthodontics.

ATC GROUP: Seeks Order Extending Exclusive Solicitation Period
The debtors, ATC Group Services Inc., et al. seek an extension of
the exclusive period in which to solicit acceptances of a plan of
reorganization.  If approved, the exclusive period during which
only the debtors may solicit acceptances of a plan of
reorganization shall be extended from March 13, 2000 through and
including May 12, 2000.

The debtors assert that the sheer size and complexity of the
cases support a finding of cause to extend the exclusive period.
The debtors have obtained approval of their Fourth Amended
Disclosure statement and anticipate being able to confirm their
Fourth Amended plan before the conclusion of the extended
Exclusive period.  The debtors have receive a commitment letter
for the senior exit facility and a term sheet for subordinated
exit financing, and expect to shortly receive a binding
commitment letter for the subordinated exit financing.

AVADO BRANDS INC.: Moody's Lowers Ratings
Moody's Investors Service lowered the ratings of Avado Brands,
Inc. as follows:

$125 million senior secured bank revolver, 2002, to B1 from Ba3
$116.5 million senior unsecured notes, 2006, to B1 from Ba3
Senior unsecured issuer rating to B2 from B1
$100 million senior subordinated notes, 2009, to B3 from B2
$115 million convertible preferred TECONS, 2027, to "caa" from

The senior implied rating was also lowered to B1 from Ba3. The
outlook is stable. This concludes the review that commenced on
November 4, 1999.

The rating action arises from changes in expectations for revenue
growth, EBITDA growth, new store openings, and comparable store
sales increases going forward. Operating performance, as
exemplified by weak same store sales at two of the company's
restaurant concepts, especially Don Pablo's, has been weak and we
do not expect significant strengthening over the medium term. We
note that the outcome of management's intentions to reconfigure
the company's capital structure has not yet been resolved.

The ratings consider the intense competition in the casual dining
segment of the restaurant industry, the company's leveraged
financial condition, challenges in managing four disparate
restaurant brands, and the capital intensive nature of the
company's real estate philosophy (owning instead of leasing).
Persistent performance concerns at Don Pablo's and Canyon Cafe
also constrain the rating.

However, the ratings recognize that one of the four restaurant
brands could fairly easily be carved out to support the company
and that ownership of a significant portion of real estate
provides an alternate source of liquidity or protection to
creditors in a distressed scenario. McCormick & Schmick's
expansion success and Hops relatively constant restaurant margins
continue to support the rating.

The stable outlook reflects our expectation that Avado will
remain in compliance with all financial covenants going forward,
the company will maintain an adequate liquidity margin, leverage
will stabilize, and operating performance will be in line with
our revised expectations of Don Pablo's making tangible progress
towards a recovery within four quarters.

Management largely attributes the company's failure to meet
targets to performance issues at Don Pablo's. First, Don Pablo's
sales suffered when advertising was largely suspended after an
expensive marketing campaign failed to stimulate sales of high-
margin dishes during Second Quarter 1999. Second, many of the
newly opened Don Pablo's restaurants have not achieved the
revenue or profitability of the original stores. It is still too
soon to determine the long term effects of a significant new
advertising campaign or of cutting back on new store openings to
concentrate on existing stores.

If the buyout offer from management or another group were to
succeed, it likely would be regarded as a change-of-control under
the various credit agreements. The change-of-control call price
for the senior unsecured notes is 101%, for the senior
subordinated notes is 101%, and for the convertible preferred
TECONS is 100%.

Leverage is high, with debt (including the convertible preferred
TECONS) to EBITDA of about 5.6 times for the twelve months ending
October 1999. We believe that it is reasonable to treat the
convertible preferred TECONS as junior subordinated debt because
the company's stock has consistently traded for much less than
the conversion price. The net revolver amount (drawn revolver
less excess cash) is expected to equal about $100 million at the
end of Fiscal 1999; the company had stockpiled cash at the end of
the year to guard against Y2K contingencies that did not

EBITDA covered interest expense about 2.6 times, but significant
investment in new stores caused EBITDA to fall far short of
covering both interest expense and capital expenditures. We
anticipate that a significant cutback in new store openings for
Fiscal 2000 will allow internally generated cash flow to come
much closer to covering interest expense and capital

Avado Brands, Inc., headquartered in Madison, Georgia, operates
137 Don Pablo's Mexican themed restaurants, 64 Hops Restaurant
Bar & Brewery microbreweries, 26 McCormick and Schmick's seafood
restaurants, and 16 Canyon Cafe southwestern themed restaurants.

BOSTON CHICKEN: 4th Motion To Extend Time To Assume/Reject Leases
The Debtors ask the Court for an extension of the time to assume
or reject nonresidential real property leases from December 31,
1999 until the first date set for confirmation of the Debtors'
plan of reorganization based on the transaction with McDonald's
or, if no such plan is filed by January 15, 2000, then until
March 15, 2000, without prejudice to the Debtors seeking a
further extension should it become necessary. This request for
an extension of time was made only with respect to the Open Store
Leases, the Support Center Leases, Leases Pending Assignment,
Adjacent Property Leases, Surplus Property Lease, and Income

The Debtors have previously filed three motions requesting an
extension of time to assume or reject all of their non-
residential real property leases. The Court has entered three
orders each granting an extension, with the third order setting
the previous deadline at December 31, 1999.

The Debtors report that they have rejected 201 leases, have
received approval to assume and assign 19 leases, and have
assumed 85 leases. Of the 565 unexpired leases and subleases of
nonresidential real property which remain as assets of the
estates, the Debtors further report:

  -- 507 leases represent the Debtors' interests in currently
operating Boston Market store locations which have not yet been
made the subject of either motions to assume, as amended or
motions to assume and assign to third parties ("Open Store

  -- 1 such lease represents the Debtors' interest in the
corporate headquarters located in Golden, Colorado (the "Support
Center Lease");

  -- 11 such leases represent the Debtors' interest in property
adjacent to open Boston Market store locations;

  -- 1 such lease represents the Debtors' interest in a surplus
parcel of real property that is leased by the Debtors from a
third party and sublet by the Debtors to a third party; and

  -- 45 such leases and subleases represent the Debtors' interest
in property leased or sublet to third properties.

The Debtors tell the Court that with good effort, they have made
substantial progress in determining which leases have value for
the estates, which are burdensome leases that should be rejected
and which leasehold interests are of marginal value and can be
assumed and assigned for cash consideration. Despite this, the
Debtors say, they require more time to make the determination as
to which of the remaining leases and subleases should be assumed,
particularly given their efforts and attention to the acquisition

The Debtors outline 6 categories of leases and subleases:

* Open Store Leases, totaling 507;

* Leases which have been made the subject of motions to assume
and assign, but with respect of which the assignments approved by
the Court are not closed as of December 31, 1999 ("Leases Pending

* The leasehold on the Support Center which is the only non-
residential real property lease;

* "Adjacent Property Leases" which are non-residential real
property leases adjacent to open Boston Market store locations;

* "Surplus Property Lease" in a surplus parcel of real property
that is leased by the Debtors from a third party and sublet by
the Debtors to a third party; and

* "Income Leases" which is a group of leases and subleases
representing the Debtors' interests in property leased or sublet
to third parties.

The Debtors assert that, given the pending transaction with
McDonald's Corporation's subsidiary, Golden Restaurant
Operations, Inc. ("GRO"), it is of significant economic
importance to the Debtors that the present level of operations
and the existing core number of stores be maintained.
The Debtors explain that they have entered into a Purchase
Agreement with GRO dated as of November 30, 1999, and, pursuant
to the Purchase Agreement, have agreed to use commercially
reasonable efforts to maintain the status quo vis-.-vis their
leases of nonresidential real property in order to afford GRO
time to review such leases.

It is therefore premature for them to make binding decisions as
to which leaseholds should be assumed, the Debtors argue. As more
than two-thirds of the Boston Chicken store operations are
conducted in leasehold locations, the universe of leases to be
assumed and assigned is a focal point of the value of the
reorganized debtors and a key element in the transaction with
GRO, the Debtors contend.

The Debtors say the existence of the Purchase Agreement with GRO,
and the terms and conditions stated therein, form a sufficient
basis for the requested extension of time. With respect to the
Open Store Leases, the Support Center leases, Leases Pending
Assignment, Adjacent Property Leases, Surplus Property Lease, and
Income Leases, the Debtors point out that they are completely
current on all leasehold obligations. (Boston Chicken Bankruptcy
News Issue 21; Bankruptcy Creditor's Service Inc.)

BREED TECHNOLOGIES: Extension of Time To Assume/Reject Leases
By order entered on February 16, 2000, the debtors, BREED
Technologies, Inc. were granted an extension of the deadline to
assume or reject all of their leases through May 15, 2000.

BREED TECHNOLOGIES: Order Extends Exclusivity
By order entered on February 16, 2000, the debtors, BREED
Technologies, Inc. were granted an extension of the period under
section 1121(b) of the Bankruptcy Code during which only the
debtors may propose and file plans of reorganization, to and
including April 28, 2000.

The period under section 1121(c)(3) of the Bankruptcy code during
which only the debtors may solicit acceptances of any such
proposed and filed plans is extended to and including June 30,

COLUMBIA HCA HEALTHCARE: Announces Operating Results For Year
Columbia/HCA Healthcare Corporation, in announcing its operating
results for the year ended December 31, 1999 reports revenues
from continuing operations totaled $16.7 billion compared with
$18.7 billion for 1998. This decline reflects the sale or spin-
off to shareholders of approximately 85 hospitals and more than
20 ambulatory surgery centers since December 31, 1998.

Net income from continuing operations, excluding gains on sales
of  facilities, impairment of long-lived assets and restructuring
of operations and investigation related costs, totaled $767
million in 1999 compared to $590 million for 1998. Net income
totaled $657 million for 1999 versus net income of $379 million
for 1998.

Excluding acquisition related goodwill charges, net income from
continuing operations (excluding gains on sales of facilities,
impairment of long-lived assets, restructuring of operations and
investigation related costs) was $850 million in 1999 compared to
$682 million for 1998, a 38 percent increase from the prior year.

During 1999, the company sold 24 hospitals, 4 surgery centers and
certain other non-core assets resulting in a pretax gain of $297
million ($164 million net of tax).

As of December 31, 1999, the company operated 207 hospitals and
83 ambulatory surgery centers (including 12 hospitals and 3 ASCs
owned through equity joint ventures), compared to 305 hospitals
and 107 ambulatory surgery centers (including 24 hospitals and 5
ASCs owned through equity joint ventures) as of December 31,

At December 31, 1999, the company's balance sheet reflected total
debt of approximately $6.4 billion, stockholders equity of $5.6
billion and total assets of $16.9 billion. Capital expenditures
for 1999 totaled $1.3 billion. The company's total debt-to-
capital ratio was 50 percent at year end 1999 compared to 51
percent at September 30, 1999 and 45 percent at December 31,

On May 11, 1999, the company completed the tax-free spin-offs to
Columbia/HCA shareholders of LifePoint Hospitals, Inc. and Triad
Hospitals, Inc. Columbia/HCA received approximately $900 million
from the spin-off of the 57 hospitals.

During 1999, the company repurchased 81 million shares of its
common stock at a total cost of approximately $2 billion. In
addition, the company's $1 billion share repurchase program,
authorized in November 1999, was completed in February 2000.
Approximately 34.4 million shares have been purchased at an
average cost of approximately $29 per share. The majority
of these shares were purchased by certain financial organizations
through a series of forward purchase contracts. In accordance
with the terms of the forward purchase contracts, the shares
purchased remain issued and outstanding until the forward
purchase contracts are settled by the company.

Several factors continued to affect the company's financial
results during the fourth quarter and full year 1999. These
factors include - reduced Medicare reimbursement mandated by the
Balanced Budget Act of 1997 and changes in Medicare outlier
payments which reduced Medicare payments to the company's
healthcare facilities by approximately $18 million during the
fourth quarter of 1999 and approximately $124 million for the
year 1999; and increased supply expense due to the increasing
costs of new technology and pharmaceuticals.

The company estimates that its Medicare reimbursement in 2000
will be reduced by approximately $40-$45 million from the
previous year due to continuing provisions of the Balanced Budget
Act of 1997 and changes in Medicare outlier payments.

CRIIMI MAE: Finalizes Settlement With Morgan Stanley
Criimi Mae Inc., Rockville, Md., announced that it sold eight
classes of subordinated commercial mortgage-backed securities
(CMBS), which generated proceeds of about $45.9 million and moved
Criimi Mae closer to its goal of selling selected CMBS, according
to a newswire report. The sale, which was part of an agreement
between Criimi Mae and Morgan Stanley & Co. International Ltd.,
finalized the settlement of pending litigation between the two
parties and represented a positive step in Criimi Mae's chapter
11 reorganization, the firm said. Criimi Mae used about $37.5
million of the sales proceeds to pay off all the debt it owed to
Morgan Stanley. The remaining proceeds will be used primarily to
help fund the reorganization plan. Criimi Mae and two affiliates
filed for chapter 11 protection in October 1997.(ABI 03-Mar-00)

EAGLE FOOD: Court Approves First-Day Orders
Eagle Food Centers, Inc. (NASDAQ: EGLE) successfully obtained
Court approval of interim debtor-in-possession financing and
various "first day" requests for relief from the Honorable
Roderick R. McKelvie of the United States District Court
presiding over Eagle's chapter 11 reorganization case filed on
Tuesday, February 29, 2000 in Wilmington, Delaware. In
particular, the Court authorized Eagle, among other things, to
pay prepetition claims of employees, utilities, reclamation
claimants, critical trade vendors and other key constituents. The
Court scheduled a hearing on March 21, 2000 to consider
Eagle's request for final approval of the $50 million debtor-in-
possession and to authorize Eagle to pay the prepetition claims
of its remaining trade creditors.

The Court also scheduled a hearing to approve Eagle's disclosure
statement for April 17, 2000 and a confirmation hearing on
Eagle's plan of reorganization on May 17, 2000.

On February 29, 2000, Eagle filed for protection under Chapter 11
in Wilmington, Delaware to effectuate a pre-negotiated plan of
reorganization. The Plan has already been agreed to by Eagle's
prepetition bank lender and institutional holders of Eagle's 8
5/8% Senior Notes due April 15, 2000 representing approximately
29% of the $100,000,000 in outstanding Senior Notes. The primary
feature of the Plan will restructure the payment and interest
terms of the Senior Notes through the issuance of replacement
notes.  The outstanding principal and all interest under the
Senior Notes will be paid in full under the terms of the New
Senior Notes and the Plan. In particular, the New Senior Notes
will have the material terms and conditions: (i) a maturity date
of April 15, 2005; (ii) an interest rate of 11%; and (iii)
Eagle may, at its option, redeem the New Senior Notes at 100% of
the principal amount outstanding at the time of redemption. On
the effective date of the Plan, Eagle will also pay: (a) all
accrued interest on the Senior Notes (which will continue to
accrue through the duration of the case) and (b) $15 million in
cash to reduce the principal amount of the New Senior Notes. On
the effective date of the Plan, Eagle will also distribute 15% of
the fully diluted common stock to Eagle to the holders of the
Senior Notes, some of which (up to 10%) will be recoverable by
Eagle upon the occurrence of certain conditions.

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

EAGLE GEOPHYSICAL: Final Order Approves Secured Borrowing
By order entered on February 23, 2000, the US Bankruptcy Court,
District of Delaware granted the Financing Motion providing the
debtor with secured borrowing from Heller Financial Leasing Inc.

The Credit Documents are hereby approved and the DIP Borrower is
immediately authorized to borrow, subject to and in accordance
with, the terms and conditions of the Credit Documents, up to

EAGLE GEOPHYSICAL: Order Extends DIP Financing
By order entered on February 23, 2000, the US Bankruptcy Court
for the District of Delaware entered an order providing that the
expiration date of the DIP financing with Wells Fargo Business
Credit Inc. shall be extended to May 31, 2000.

ELDER BEERMAN: Plans to Close Downtown Department Stores
Elder-Beerman Stores Corp. announced Thursday it plans to close
its downtown department stores in Charleston and Wheeling, W.Va.,
in June because they are not operating at acceptable business

The two stores employ a total of 115 workers.

The Wheeling store was the former flagship of the Stone & Thomas
department store chain the Dayton-based retailer purchased in
1998 for $38 million. In that purchase, Elder-Beerman received 21
Stone & Thomas stores in West Virginia, Virginia, Ohio and
Kentucky. Several of those stores have already been closed.

Stone & Thomas operated two stores in Charleston.

Elder-Beerman announced it would close a store operated at
Charleston's downtown Town Center mall and keep a store open at
another Charleston mall.

Employees in both stores will be offered transfers to other
stores or severance packages.

Frederick Mershad, chairman of Elder-Beerman, said the stores
were underperforming despite the best efforts of the workers.
"Other Elder-Beerman locations in West Virginia have increased in
profitability. We have no choice but to focus our efforts on
those locations where we are more successful."

Elder-Beerman operates eight other stores in West Virginia.
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.

FORCENERGY: Terms of Plan of Reorganization
The following information is being furnished in connection with
the consummation of the First Amended Joint Plan of
Reorganization dated October 26, 1999, of Forcenergy Inc and
Forcenergy Resources Inc., as modified and confirmed.

On February 15, 2000, the Plan was consummated and became
effective, thus completing Forcenergy's financial restructuring.

Under terms of the Plan, a new Board of Directors has been
appointed. The nine member Board of Directors includes four
former directors - Bruce L. Burnham, Eric Forss, Robert Issal and
Stig Wennerstrom, Forcenergy's President and Chief Executive
Officer, as well as five new directors - Michael F. Bennet, B.
James Ford, Clifford P. Hickey, Stephen A. Kaplan and
Gregory P. Pipkin.

In connection with the consummation of the Plan, Forcenergy has
entered into a new Credit Agreement with ING (U.S.) Capital
Corporation as Agent, which agreement provides for $250 million
in Revolving Credit Loans and $70 million in Term Loans.

Forcenergy has commenced distributions of Rights Offering
Subscription forms to holders of allowed general unsecured claims
and set a Subscription Rights election deadline of March 10,
2000. The company expects to complete the Rights Offering and any
issuance to the standby purchasers under the
commitment agreement as soon as practicable thereafter.

In accordance with the Plan, certificates representing shares of
old Forcenergy common stock, including shares of Convest and
Edisto that have not been exchanged for shares of old Forcenergy
common stock, and old Senior Subordinated Notes have been
canceled. Distributions of shares of New Forcenergy common stock
and Warrants are being made by American Stock Transfer & Trust
Company, Forcenergy's transfer agent and registrar.
Holders of Old common stock and old Senior Subordinated Notes may
contact their brokers regarding these distributions and
information that may be required in connection with these

Forcenergy has established an initial reserve of 1,115,326 shares
of new Forcenergy common stock, or approximately $20 million, for
disputed claim amounts of general unsecured claims. Holders of
approximately $393,152,601 of allowed general unsecured claims
will receive a pro rata share of an initial distribution of
21,924,674 shares of new Forcenergy common stock, or
approximately 1 share for each $17.93197 of claims. Surplus
distributions of shares for allowed claims that are unclaimed
after one year and disputed claims that are not allowed, or are
allowed in an amount less than the disputed claim amount, will be
made to holders of allowed general unsecured claims as of the
record date on January 28, 2000 in accordance with the Plan.

FRUIT OF THE LOOM: Motion For Authority To Wind Down Pro Player
Pro Player, Inc., Salem Sportswear, Inc., and Salem Sportswear
Corp. are each subsidiaries of Union Underwear Company, Inc. and
indirect subsidiaries of Fruit of the Loom, Inc.  Pro Player
manufactures, sells, and promotes sports, leisure and
entertainment products bearing the names, logos, uniform colors,
insignia, and designs of (a) professional sports teams, including
the teams of the National Hockey League, the National
Football League, Major League Baseball, and the National
Basketball Association and (b) approximately 140 colleges and
university sports teams.  Pro Player conducts these businesses as
exclusive or non-exclusive licensee under licenses granted
pursuant to numerous Licensing Agreements, sponsorship
agreements, and related agreements with the leagues, teams,
colleges, and universities.

Like many domestic manufacturers of licensed apparel, and sports
apparel in particular, Pro Player suffered from an industry-wide
epidemic of liquidity problems and lackluster sales performance.  
In the early fall of 1999, Fruit of the Loom began investigating
the possibility of selling Pro Player to a strategic or financial
buyer on a going concern basis.  Fruit of the Loom's financial
advisors at the time contacted a total of 53 potential
buyers, including 26 strategic buyers and 27 financial buyers in
this regard.  Since the Petition Date, Lazard Freres have been in
contact with 16 potential buyers, including 12 strategic buyers
(4 of whom were originally contacted prepetition) and 4 financial
buyers (1 of whom was originally contacted prepetition).  Of
these 64 potential buyers, only 3 made non-binding indications of
interest or offers to acquire the business of Pro Player on a
going concern basis.  After preliminary due diligence, two
withdrew their offers.  The remaining potential buyer made an
offer with numerous conditions and qualifications that, in the
opinion of Fruit of the Loom's financial advisors and the boards
of directors of Fruit of the Loom and Pro Player, would even if
all of the conditions could be satisfied and the proposed deal
consummated expeditiously -- provide the estate with less value
than the current projected liquidation value of Pro
Player's assets,

The Debtors' Boards have determined that absent a firm offer to
acquire Pro Player on a going concern basis, liquidation would
best maximize the value of the assets of Pro Player for the
benefit of creditors.  The Boards reached this conclusion after
thoroughly considering the available options, namely a sale on a
going concern basis with the concomitant uncertainties
and on-going administrative expenses or, alternatively, an
orderly wind-down and liquidation.  The Boards determined that,
based on the conditions and uncertainties of the Bidder's bid, a
greater recovery for the estate would be achieved by an
immediate, expeditious, and orderly liquidation of
Pro Player's assets.

Because the Boards have made a reasoned business decision to
wind-down the operation and liquidate the assets of Pro Player,
and such decision is based on the absence of any option that
would create superior value for Pro Player's creditors, Judge
Walsh approved the Boards' decision to wind-down operations and
liquidate the assets of Pro Player, direct Pro Player to
wind-down operations effective as of February 9, 2000, and
authorize Pro Player to implement all reasonable and appropriate
actions in further of the wind-down and liquidation without
further approval or order of the Court.

In all events, Pro Player and Fruit of the Loom expressly reserve
the right to accept a bid to purchase the business of Pro Player
on a going concern basis that, in its business judgment, exceeds
liquidation value and is reasonably certain of closing on an
expeditious time frame and without a material purchase price
reduction.  If an acceptable bid is made, Pro Player will proceed
with a motion to approve the sale of Pro Player on a
going concern basis to the bidder on an expedited basis.(Fruit of
the Loom Bankruptcy News Issue 4; Bankruptcy Creditor's Service

HARNISCHFEGER: Settles Disputes With Asia Pulp & Paper
Harnischfeger Industries, Inc. ("HII") (OTC Bulletin Board: HRZI)  
announced the signing of a definitive agreement to settle
disputes and related pending arbitration and legal proceedings
with Asia Pulp & Paper Company Ltd ("APP").  The disputes arose
out of the proposed sale by HII's Beloit Corporation ("Beloit")
subsidiary of two fine papermaking machines to a subsidiary of
APP.  Under the settlement, APP will pay $135 million to Beloit
and $16 million HII deposited with a bank with respect to related
letters of credit will be released to HII.  The $135 million is
to be paid $25 million in cash and $110 million in a three-year
note issued by an APP subsidiary and guaranteed by APP.  The note
is to be governed by an indenture and bear a fixed interest rate
of 15%.  The settlement is subject to the satisfaction of certain
conditions, including U.S. bankruptcy court approval.  On June 7,
1999, HII and its U.S. subsidiaries, including Beloit, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

As part of the settlement, Beloit will retain a $46 million down
payment it received from APP for the two papermaking machines and
APP will release letters of credit in the amount of the down
payment.  APP will acquire certain components and spare parts
produced or acquired by Beloit in connection with the two
papermaking machines.  APP will acquire the components and spare
parts on an "as is, where is" basis.  In addition, Beloit will
return to APP certain promissory notes given to Beloit by APP.  
The notes were initially issued in the amount of $59 million and
have a current aggregate principal balance of less than $20

James A. Chokey, Executive Vice President for Law and
Governmental Affairs, said, "We view this as a positive outcome
for HII and Beloit and another important step in the process of
divesting and liquidating Beloit." Mr. Chokey indicated that the
note and cash are to be delivered to Beloit after bankruptcy
court approval but not before March 31, 2000.  He noted that the
value of the settlement will not be reflected in HII's financial
statements until Beloit and HII receive the cash and note.

Mr. Chokey also cautioned that, under the Bankruptcy Code,
postpetition liabilities and prepetition liabilities (i.e.,
liabilities subject to compromise) must be satisfied before
shareholders can receive any distribution. The ultimate recovery
to shareholders, if any, will not be determined until the
end of the case when the fair value of HII's assets is compared
to the liabilities and claims against the company.  There can be
no assurance as to what value, if any, will be ascribed to the
common stock in the bankruptcy proceedings.

Harnischfeger Industries, Inc. is a global company with business
segments involved in the manufacture and distribution of
equipment for underground mining (Joy Mining Machinery), surface
mining (P&H Mining Equipment), and pulp and papermaking (Beloit

IMPERIAL HOME: Seeks Extension of Time to Assume/Reject Leases
The debtors, The Imperial Home D‚cor Group Inc., et al. seek an
order extending the time to assume, assume and assign or reject
unexpired nonresidential real property leases.  The debtors claim
that they have been unable to evaluate the leases thoroughly,
determine which of the leases will contribute to the debtor's
restructuring efforts or solicit the views of the Creditors'
Committee and other constituencies regarding the appropriate
treatment of each lease.

The debtors seek an extension of time through and including the
Confirmation Date.

IPM PRODUCTS: Committee Seeks To Employ Counsel
The Official Committee of Unsecured Creditors proposes to retain
the law firm of Ravin, Greenberg & Marks, PA as its counsel nunc
pro tunc to February 8, 2000.

The Committee seeks a court order authorizing the retention of
Ashby & Geddes, nunc pro tunc to February 8, 2000 as Delaware
counsel to the Committee.

KCS ENERGY: Committee Objects To Disclosure Statement
The Official Committee of Unsecured Creditors of KCS Energy, Inc.
and its affiliated debtors, objects to the debtor's First Amended
Disclosure Statement for the debtors' joint plan of

Specifically the Committee states that the Disclosure Statement:

Fails to discuss the impact of the claim of certain holders of
senior debtor with respect to the distribution to holders of
subordinated debt;

Fails to discuss the existing dispute regarding whether the
holders of senior debt are entitled to vote on the plan;

Contains contradictory and therefore misleading statements
regarding the difference between the existing subordinated notes
and the notes that will replace them pursuant to the proposed

Fails to discuss the risks and feasibility problems associated
with the debtor's proposed exit financing; and

Fails to provide adequate, recent information regarding the
debtors' oil and gas reserves.

LONDON FOG: Order extends Period To Assume/Reject Leases
By order entered on February 18, 2000, the Honorable Peter J.
Walsh approved the extension of the period within which the
debtors may assume or reject the leases (as defined in the
Motion)to and including May 26, 2000.

NORTH AMERICAN ENERGY: Files Voluntary Petition For Chapter 11
The following Form 8-K was filed with the Securities and Exchange
Commission, Washington, D.C., on March 2, 2000, by York Research
Corporation ("York") as Registrant.

On March 2, 2000, North American Energy Conservation, Inc.,
("NAEC") an eighty-five percent owned subsidiary of the
Registrant engaged in natural gas marketing, filed a voluntary
petition for Chapter 11 bankruptcy in the Unites States
Bankruptcy Court for the Southern District of New York.

Neither York nor any other subsidiary or affiliate has sought
bankruptcy protection.  York is continuing its core business
which includes the development of new cogeneration and renewable
energy projects, as well as the operation of its existing
portfolio of power projects.

The NAEC filing was ultimately precipitated as a consequence of
previously reported events which began with losses sustained by
NAEC during the summer of 1998 when several vendors in its
original wholesale electric marketing business defaulted on long
term electric supply contracts.  These events caused NAEC to
incur substantial losses, as well as further losses during the
summer of 1999 which were in part due to the failed long term
contracts. These losses were funded through working capital loans
that had been guaranteed by Registrant.

More recently, NAEC has seen fundamental change in its marketing
business, caused in part by the above-described turmoil.  As a
result, NAEC has been faced with a declining number of counter-
parties and increasingly stringent credit limits for its
previously profitable natural gas marketing operations.
As a result of the foregoing, it became clear to Registrant that
the appropriate strategy would be to wind down or divest the
wholesale gas marketing activities of NAEC and either reorganize
or divest its retail gas marketing business in order to
concentrate on its core business, to wit, power project
development with specific emphasis on Green Power (renewable
energy) projects and services.  During December 1999 and January
and February 2000, Registrant negotiated and signed conditional
agreements with various entities which, if consummated, would
have achieved the strategic purpose.  When the last of these
transactions could not be consummated it became clear that the
disposition of NAEC's business would have to be accomplished with
the protection of the bankruptcy court.  Following the filing,
NAEC intends to continue to meet its existing obligations to its
retail consumers.

Certain liabilities of NAEC have been guaranteed by the
Registrant.  These include NAEC's credit line from Congress
Financial Corp. which is secured by all of NAEC's assets.  
Congress has not exercised its remedies under this credit line,
and is cooperating with NAEC, but has the right to exercise
its remedies at any time.  NAEC anticipates that as receivables
are collected over the next two months the amount outstanding
under this credit line will be reduced to below $1 million.

The Registrant has also guaranteed NAEC's obligations under a
number of contracts for the purchase and/or sale of natural gas.  
These contracts have been terminated effective March 1, 2000.  
These contracts typically provide for liquidated damages based on
the market price for gas as of the date of termination.  NAEC
cannot at this point estimate the aggregate liability under
these contracts, and in certain instances believes it has
meritorious defenses to liabilities under these contracts.  While
significant, unless and until the liability under the contracts
is determined, it is impossible to precisely quantify the
Registrant's exposure.

NAEC believes that the filing will give it a chance to reorganize
its affairs in an orderly fashion.  NAEC proposes to meet with
its creditors in an attempt to negotiate a plan of
reorganization.  Such plan would be principally funded by
Registrant by the contribution of cash, debt, or equity.

At this point, it is difficult to estimate the effect of the
bankruptcy filing and the attendant disputes on the Registrant.  
No actions have been commenced against the Registrant.  Should
any such actions be commenced, in addition to contesting them
vigorously, the Registrant will seek to have them
stayed pending resolution of the NAEC bankruptcy filing.  
However, should such actions continue and be successful, they
could have a material adverse effect on the Registrant,
potentially forcing the Registrant to seek protective remedies.

In order to implement its strategic plan, Registrant, as
previously reported, plans to redeem the $150,000,000 Senior
Secured Bonds due October 30, 2007 of York Power Funding (Cayman)
Ltd.  Redemption of the bonds will unlock the asset values and
cash flows of the Registrant's major projects, and through
sale or separate refinancing of certain of such projects should
provide proceeds sufficient to carry on the Registrant's core
business as well as to fund an NAEC plan.  Registrant has
retained Credit Suisse First Boston, Ltd. to advise it
with respect to the redemption of the bonds, as well as the
refinancing or sale of certain projects.

York develops, constructs, and operates cogeneration and
renewable energy projects.

NORTH AMERICAN: Delphi Asset Management Reports Holdings
Delphi Asset Management, Inc., which reflects a change of name of
the entity that was formerly known as Delphi Asset Management,
holds sole voting power over 1,622,300 shares, and sole
dispositive power over 2,277,700 shares of the common stock of
North American Vaccine Inc. Beneficial ownership of the 2,277,700
shares constitutes 6.9351% of common stock of the company.  
Delphi indicates that ownership of the stock is on behalf of a
number of private investment vehicles and managed accounts.

RANCHO CLASSIC: Case Summary and 10 Largest Unsecured Creditors
Debtor: Rancho Classic Ltd Partnership
        2450 Chandler Ave.
        Suite 1
        Las Vegas, NV 89120

Type of Business: Real Estate Management

Petition Date: February 24, 2000  Chapter 11

Court: District of Nevada

Bankruptcy Case No.: 00-11281

Judge: Robert C. Jones

Debtor's Counsel: David J. Winterton, Esq. 4142
                  Edwards & Winterton, Chtd.
                  401 N. Buffalo Drive
                  Suite 200
                  Las Vegas, Nevada 89128
                  (702) 363-0317

Total Assets: 1 million above(estimate)
Total Debts:  1 million above(estimate)

10 Largest Unsecured Creditors

First Security Bank              $ 1,850,000
Las Vegas, NV                      

Integrated Financial Assoc.        $ 320,000

Ellsworth, Moody & Bennion          $ 22,000
Alpha Engineering                   $ 15,000
Converse Consultants                   $ 500
G.C. Wallace                         $ 6,500
TechFast Metal Systems              $ 13,000
Balance Insurance Agency             $ 3,000

Carrair Investment Corp.           
PO Box 768
Orinda, CA 94563                   $ 450,000

The Horn Company
2450 Chandler Ave, Suite One
Las Vegas, NV 89120                $ 250,000

ROBERDS: Secures Financing To Continue Operations
The Cincinnati Enquirer reports on March 1, 2000 that
that Roberds Inc., the bankrupt parent of the former Roberds
Grand, said it has secured financing to continue operations and
is again receiving shipments from suppliers.

The Dayton, Ohio-based chain said it obtained $ 25 million of
debtor-in-possession financing from PPM Finance Inc. in Chicago.
The line has a 27-month term, which is expected to be long enough
to carry the retailer through reorganization.

Roberds filed for Chapter 11 bankruptcy protection in January.

The retailer also said DJM Asset Management and Newark Retail
Financial Advisors, both of New York, will handle sale, sublease
or disposal of properties that Roberds vacated in Cincinnati and
Tampa, Fla. Roberds Grand in Springdale closed in February after
a two-week liquidation.

Roberds is awaiting information from Nasdaq to learn whether its
stock can resume trading.

SHOE CORPORATION: Order Approves Asset Purchase Agreement
By order dated February 18, 2000, the US Bankruptcy Court for the
Southern District of Ohio, Eastern Division approved the Asset
Purchase Agreement dated as of February 11, 2000 between and
among J. Baker, Inc. as purchaser and Shoe Corporation of
America, Inc., SCOA License, Inc. and SCOA Leasing Corporation as

SITI-SITES.COM: Reports Net Loss For Quarter
--------------------------------------------, Inc., formerly known as Spectrum Information
Technologies, Inc., and its subsidiary Tropia, Inc., a Delaware
corporation, comprise an Internet media company seeking to
establish websites for the marketing of products and services.
The company's four current websites relate primarily
to the music industry., Inc. was incorporated in Delaware in 1984. As a
result of a change of control of the company on December 11,
1998, the company's senior management and Board of Directors were
replaced. The new senior management and Board of Directors
changed the strategic direction of the company from being a
developer of patented communication technologies to
that of an Internet media company. Consequently, the prior
business operations of the company were discontinued. The company
changed its corporate name to, Inc. after its
annual meeting of stockholders on December 14, 1999, but has
retained its stock symbol "SITI."

As a result of the change of control, subsequent equity
investments and option exercises, an aggregate of $1,007,000 of
new equity was invested in the company by January 1999.
Subsequently, in December, 1999, Lawrence M. Powers, the
Chairman/CEO and a major stockholder of the company, through
Powers & Co (a sole proprietorship owned by Mr. Powers), Robert
Ingenito, the Vice-Chairman and President of SITI, and John
DiNozzi, a business partner of Mr. Ingenito invested an
additional $1,750,000 in the company. As a result of the December
11, 1998 change of control transaction the company discontinued
its prior operations, consequently the company has restated the
prior years' financial statements to reflect such

In reporting on the three months ended December 31, 1999 the
company reports a net loss of $469 as compared to the same
quarter of 1998 when net loss was $1,060.  In the nine month
period ended December 31, 1999 reported a net loss
of $925 as compared to the same period of 1998 when losses were
reported at $1,259.

On January 3, 2000, SITI. acquired all of the assets and certain
liabilities relating to three music-related websites (i), an e-commerce website and business promoting and
selling music by independent artists, (ii), an
e-news/magazine business devoted to new Internet music, news
releases by artists and record labels, interviews and other
information useful to fans and artists, and (iii), a music and Internet conference business. The
acquired assets consisted primarily of intangible assets.

TALK AMERICA: Emerges From Chapter 11 With Reorganization Plan
Talk America has emerged from Chapter 11 bankruptcy proceedings
with a reorganization plan that the Portland-based telemarketer
said repays all creditors.

Talk America, which marketed diet and herbal supplements through
infomercials and other forms of advertising, filed its U.S.
Bankruptcy Court petition last May. The company said the move
followed several unsuccessful sales campaigns and a dispute with
one of its vendors.

The 2,000 creditors included about 1,000 customers who bought
Talk America products and sought refunds under the company's
money-back guarantee.

Talk America has since sold its call center assets to Beacon
Marketing, which provides services to Talk America under a court-
approved agreement.

Talk America continues to operate its marketing and product
development company with 23 employees and will launch a new line
of health products later this month.

WESTERN DIGITAL: To Shift Strategic Focus
In January Western Digital Corporation announced it would exit
the enterprise hard drive business and shift its strategic focus
and resources in the enterprise storage market to Internet-
related data content management systems and management software.
In connection with this decision, the company closed its
Rochester, Minnesota enterprise hard drive design center, and a
majority of the 420 employees in the design center have been laid
off and given legally required notification and outplacement
services. The exit from the enterprise business will result in
nonrecurring charges against operations in the quarter ended
March 31, 2000. The company currently estimates these charges to
include $25.0 million for property and equipment write-offs, and
$11.0 million for severance ($8.0 million relating to domestic
operations). The company is currently analyzing the effect of
this decision on inventory purchase commitments and the price
levels that may be needed to sell the company's remaining
enterprise products.

Consolidated revenues were $560.2 million for the three months
ended December 31, 1999, a decrease of 24%, or $178.4 million,
from the three months ended December 26, 1998 and an increase of
38%, or $153.2, from the immediately preceding quarter.  Net
losses for the quarter ended December 31, 1999 were $15.2 million
as compared with net losses in the same quarter of 1998 of $82.3

Consolidated revenues were $967.1 million for the six months
ended December 31, 1999, down 30% from the six months ended
December 26, 1998.  Net losses in the 1999 six-month period were
$121.5 million as compared to the 1998 comparable six-month
period when net losses were $276.9 million.


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
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Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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