TCR_Public/000313.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 13, 2000, Vol. 4, No. 50  

ACME METALS: Alpha Tube Seeks Approval of CBA With Steelworkers
ALTA GOLD: Seeks Conversion to Chapter 7
ALTA-KOR: Optimistic About Restructuring Plan
APPLE ORTHODONTIX: Hearing on Employee Retention Program
BAPTIST FOUNDATION: Acting Head To Step Aside When Plan Approved

CARMIKE CINEMAS: Debt Ratings Under Review For Possible Downgrade
CAROL PUBLISHING: Court Schedules Auction
CORAM HEALTHCARE: Reports 1999 Financial Results
DAEWOO MOTOR: Rebound puts Hyundai in running for Daewoo

FRUIT OF THE LOOM: Seeks To Sue Former Chief Executive
GOLDEN OCEAN: Frontline Acquires Senior Notes
GUY FOODS: Liberty Complex Future Uncertain
HOUSING RETAILER: Committee Seeks Appointment of Trustee
INTEGRATED HEALTH: Motion To Extend Time To File Schedules

JOAN & DAVID: Files Chapter 11 Petition
LEASING SOLUTIONS: Seeks To Extend Exclusivity
LOEWS CINEPLEX: Debt Ratings Under Review For Possible Downgrade
MICHAEL PETROLEUM: Seeks Approval of Retention Bonus Plan
PIC N PAY: Stores File "Chapter 22"

RCG LIQUIDATION: Order Approves Disclosure Statement
RECYCLING INDUSTRIES: Taps DHR International as Search Consultant
ROBERD'S: Reports Net Loss of $13.9 Million
STORMEDIA: Entry of Order Confirming Plan
TELEHUB: Responds to MCI's Motion to Convert to Chapter 7

TULTEX: Seeks Authority To Sell Roanoke Facility
TULTEX: Seeks Court Authority To Sell Yarn Mfg. Equipment
UNITED ARTISTS: Moody's Lowers Sr/Sub Debt Ratings


ACME METALS: Alpha Tube Seeks Approval of CBA With Steelworkers
Alpha Tube Corporation, one of the debtors in the above captioned
case, seeks entry of an order approving the Collective Bargaining
Agreement between Alpha Tube Corporation and The Untied Steel
Workers of America.

Alpha Tube states that the hourly wage increases required by the
CBA are mitigated by the cost savings Alpha Tube will enjoy as a
result of adjustments to the benefits it currently provides its
production and maintenance employees.  Alpha tube believes that
the CBA, together with the employee wage and benefits
modifications it will implement, are supported by sound business

ALTA GOLD: Seeks Conversion to Chapter 7
Alta Gold Co., which is currently a debtor-in-possession under
chapter 11, announced that it is seeking court approval to
convert the case to chapter 7 to liquidate, according to a
newswire report. The Las Vegas-based company's Board of
Directors, its president, its CEO and its vice president-
operations have resigned, while only two officers have chosen to
remain with the company pending further action by the court. The
filing to liquidate was necessitated by the continued
deterioration of the company's financial condition and the lack
of success in finding a viable buyer for either the company or
its assets. The court has scheduled a March 30 hearing on the
conversion and appointed an outside expert to assist in
evaluating assets and liabilities. (ABI 10-Mar-00)

ALTA-KOR: Optimistic About Restructuring Plan
The Edmonton Sun reports on March 10, 2000 that troubled Alta-Kor
Inc. reports raising $ 200,000 in short-term operating money and
is optimistic that its restructuring plan will be accepted later
this month.

Director Peter Lao said yesterday the Edmonton-based Japanese
noodle maker expects to emerge intact from Companies' Creditors
Arrangement Act protection.

The report quoted Lao as saying, "We're about to file a plan of
arrangement to solve all of our company's problems once and for
all so that we have enough working capital to go full speed
ahead," he said yesterday, adding more equity investment is
expected from current and new investors to help Alta-Kor's long

Alta-Kor is expected to go to its Asian investors to seek the $
300,000 it needed to emerge from CCAA. Alta-Kor built a $ 6-
million south-side plant last year and launched its instant soup
product in June.

HSBC Bank Canada called its $ 2.3-million loan in December,
sparking the CCAA filing.

Alta-Kor's other major creditors include Agriculture Financial
Services Corp., a government-run lender and the federal
government's Western Economic Diversification.

PricewaterhouseCoopers has been appointed as monitor.

APPLE ORTHODONTIX: Hearing on Employee Retention Program
The debtor, Apple Orthodontix, Inc. filed a motion for entry of
an order authorizing the employee retention program.

A hearing on the motion will take place on March 23, 2000 at 2:00
PM before the Honorable Mary F. Walrath in the US Bankruptcy  
Court for the District of Delaware, 824 North Market Street,
Wilmington, DE.

The debtor requests authority to make severance payments to
certain key employees upon involuntary loss of employment.  The
maximum total cost of the retention program, assuming all
severance obligations are triggered, is $365,246.

BAPTIST FOUNDATION: Acting Head To Step Aside When Plan Approved
THE ARIZONA REPUBLIC reports on February 7, 2000 that the acting
head of the Baptist Foundation of Arizona, who has been
criticized for his insider status, says he will step aside as
soon as a plan is approved to liquidate the foundation's assets.

According to the report, Joe W. Panter, interim chief executive
officer of the embattled foundation since August, acknowledged
that his position has made him an easy target for investors angry
about losing their money.

An independent panel then will be named to oversee the
liquidation process.  A plan for liquidating the BFA's assets is
expected to be proposed by the foundation within a week or two.
The foundation filed for Chapter 11 bankruptcy protection in
November, listing total liabilities of $640 million, of which
$590 million is owed to about 13,000 investors.
In August, the Arizona Corporation Commission ordered the debtor
to stop selling new securities and the BFA cut off investors'
access to their accounts.  Longtime foundation CEO Bill Crotts
was fired that same month, and its board was replaced by a
committee formed to develop a restructuring plan.

Panter, who had been working for the BFA as a financial
consultant for eight months, was named interim CEO. His salary
has not been disclosed.  A 44-year-old Texas native who describes
himself as a "Baptist by heritage," Panter almost immediately
became the focus of investors' ire because of his insider status.
He had served as a board member from 1987-93 and again in 1998,
and had helped oversee some of its investments.

Panter believes he has been wrongly blamed for the organization's
problems, pointing out he wasn't placed in charge until it was
too late to reverse the organization's financial skid.
Although he acknowledged that it was difficult to tell the good
guys from the bad guys at the foundation, Panter insisted that he
and others brought in to restructure the organization all have
been thoroughly investigated.

For years, the Baptist Foundation attracted investors by
promising that any profits, after interest payments and expenses
were covered, would be used to help build Southern Baptist
churches and to fund other benevolent causes. But much of the
money apparently disappeared, lost among a tangle of
subsidiaries, complex financial transactions and, some critics
charge, outright fraud.

Arizona officials are investigating allegations that foundation
officials continued to solicit investments while painting a rosy
financial picture, despite growing problems. There also are
allegations that new investments were used to pay off old
obligations, and that some of the investors' money was used for
personal and business expenses by foundation officials.

But Panter said that even some foundation officials were unaware
of the depth of the problems.  He said it wasn't until the new
foundation officials began digging deeper into the "guts of the
business" last summer that they discovered a web of conflicting
financial information.
Panter said the foundation hopes to wrap up the bankruptcy case
by late spring, a schedule he acknowledges is ambitious.

CARMIKE CINEMAS: Debt Ratings Under Review For Possible Downgrade
Moody's Investors Service placed the debt ratings of Carmike
Cinemas, Inc. (Carmike) under review for possible downgrade.
Affected debt instruments include the B2 rating for Carmike's 9-
3/8% senior subordinated notes due 2009 totaling $200 million,
and the Ba3 ratings for Carmike's combined $275 million of senior
secured bank credit facilities due 2002-2005. Carmike's Ba3 and
B1 senior implied and senior unsecured issuer ratings,
respectively, were also placed under review for downgrade, and
the rating outlook has been changed to negative from stable.

The review reflects the growing financial strain under which
Carmike continues to operate given the company's weak operating
results over the last year, which have been considerably below
Moody's original expectations. Moody's had previously noted the
risks associated with the company's comparatively older theater
base and its strategic shift from a predominantly acquisition-
driven to a new build growth model, as well as the likelihood of
increased competition from operators adjacent to Carmike's
markets. It appears that these risks were not sufficiently
mitigated by the company's comparatively less leveraged balance
sheet and previously stable base of non-competitive film zones in
which it operated. Moody's now remains concerned that the
heightened competitive environment and poor box office
performance from an exhibitor perspective for the theater
industry overall may begin to have more of a direct impact on
Carmike's future performance, particularly given the company's
ongoing expansion strategy. Moody's will meet with company
management in order to gain a better understanding of the
performance metrics for its core theater base, as well as its
broader development and cash flow growth plans, and to assess
potential future liquidity needs in order to successfully execute
on its business plan prior to concluding its review.

Carmike Cinemas is one of the largest domestic motion picture
exhibitors with 458 theaters and 2,848 screens located in 36
states. The company maintains its headquarters in Columbus,

CAROL PUBLISHING: Court Schedules Auction
On the 16th day of February, 2000, the US Bankruptcy Court for
the District of New Jersey entered an order authorizing the
debtor to conduct an auction sale of the Assets on March 289,
2000 at 10:900 AM at the debtor's premises located at 120-124
Enterprise Avenue, Secaucus, New Jersey.

A hearing to approve the sale of Assets to the bidder or bidders
designated at the Auction  as the highest and best offer or
offers for the Assets will be conducted on March 29, 2000 at 10
AM before the Honorable William F. Tuohey in Courtroom #B at the
US Bankruptcy Court, martin Luther King Jr. Federal Building, 50
Walnut Street, Newark, New Jersey 07102.

A hearing shall be held on April 25, 2000 at 10 AM before the
Honorable William F. Tuohey, US Bankruptcy Court, Martin Luther
King Jr. Federal Building, 50 Walnut Street, Newark, New Jersey
07102 to consider the assumption and assignment of all Publishing
Agreements and other executory contracts which are subject to
successful bids at the Auction.

CORAM HEALTHCARE: Reports 1999 Financial Results
Coram Healthcare Corporation [OTCBB:CRHE] reported financial
results for the fourth quarter and year ended December 31,

The 1999 net loss includes $79.3 million, or $[1.60] per share,
in losses for the ongoing bankruptcy and liquidation of the
Company's Resource Network [R-Net] subsidiaries, reserves for
litigation and various other balance sheet charges.  These
included restructuring charges of $5.8 million and impaired
assets of $9.1 million, primarily for goodwill.

The 1998 results were affected positively by a $3.9 million, or
$0.08 per share, reversal of restructuring costs charged in
prior years.  Certain amounts in the previously reported 1998
financial statements have been reclassified to conform with the
1999 year-end presentation, primarily due to the discontinued
operations of R-Net.

The 1999 fourth quarter charges of $50.0 million included $17.6
million related to R-Net, $15.9 million for severance, impaired
assets and branch consolidations, $13.3 million for accounts
deemed uncollectable and $3.2 million for other balance sheet

Year-end 1999 results for the core infusion business were $432.8
million in revenues and $23.6 million in operating income from
continuing operations.  In the fourth quarter, infusion revenues
were $109.4 million and the operating loss from continuing
operations was $[6.2] million, which included $17.5 million in
restructuring and other charges specific to infusion.
Coram also disclosed that the lenders, under its credit
agreement, have agreed to waive rights to enforce certain
covenants related to financial performance for the remainder of
2000. However, after the current forbearance period, Coram's
quarterly interest obligations of approximately $6.7 million
will resume as scheduled beginning no later than May 15.
The Chapter 11 bankruptcy of the R-Net units is currently
proceeding according to the expected timetable. While no
assurance can be made, management believes that all significant
associated future costs were included in the 1999 loss for
discontinued operations.

Denver-based Coram Healthcare, through its subsidiaries, is a
national leader in providing quality home infusion therapies.
Company subsidiaries also provide support for clinical trials,
medical product development and medical informatics, as well as
specialty pharmacy benefit management and mail order services.

Standard & Poor's lowered its ratings on Crown Vantage Inc. and
its wholly owned subsidiary, Crown Paper Co. (see list below) to
'D' and removed all ratings from CreditWatch where they were
placed with negative implications on March 1, 2000.

The rating actions follow Crown's statement that a previously
announced agreement for additional financing has not been
consummated after due diligence by the prospective lender.

Without successful completion of negotiations with existing bank
lenders, Crown's current default waiver on existing financial
covenants will expire March 10, 2000, and Crown would be left
with little liquidity.

Failure to secure additional financing leaves little likelihood
that $13.75 million in interest due March 1, 2000, will be paid
on its senior subordinated notes within the 30-day grace period,
Standard  & Poor's said.

Crown Vantage Inc.                               To      From
   Corporate credit rating                       D       CCC
   Senior unsecured debt                         D       CC

Crown Paper Co.
   Senior secured debt                           D       CCC
   Subordinated debt                             D       CC
   Bank loan rating                              D       CCC

DAEWOO MOTOR: Rebound puts Hyundai in running for Daewoo
Hyundai Motor, South Korea's largest car-maker, returned to
profit in the second half of 1999, making it a more
attractive ally in any bid to take over rival Daewoo Motor.

Hyundai Motor made a net profit of 304 billion won (about
HK$2.1 billion), based on unconsolidated financial
statements for the full year, compared with a loss of 32
billion won in the same period in 1998.  Second-half net
income was calculated by subtracting first-half profit from
full-year profit, because the company did not provide the
figure in results announced on Wednesday.

"The bottom line is that it makes Hyundai Motor more
competitive in its bid for Daewoo Motor," said Mark
Barclay, a car industry analyst at Samsung Securities.
"I don't think it will get 100 per cent of Daewoo Motor. I
think it will be more successful in a consortium with
another foreign automaker."

General Motors and Ford Motor, the world's two largest car-
makers, as well as DaimlerChrysler,Fiat and Hyundai, have
expressed interest in bidding for debt-ridden Daewoo Motor
as they look to Korea and elsewhere in Asia to provide
future growth.  Helped by a surge in sales in the second
half, Hyundai Motor made a dramatic turnaround from 1998,
when Korea's severest recession in nearly half a century
destroyed domestic demand.

Hyundai Motor's sales in the second half jumped 85 per cent
to 8.15 trillion won. That compared with 4.41 trillion won
in 1998. (South China Morning Post  09-March-2000)

FRUIT OF THE LOOM: Seeks To Sue Former Chief Executive
According to a report in The Financial Times on March 10, 2000,
Fruit of the Loom, is asking the bankruptcy court for permission
to sue its former chief executive, to recoup $65 million in loans
he has not repaid. The company agreed to guarantee the loans,
made to former chief executive and chairman William Farley, by
secured creditors Bank of America and Credit Suisse First Boston.  
Fruit of the Loom filed for Chapter 11 in December and was
required to start repaying Mr Farley's loans on January 28.

Mr Farley has not been able to maintain the proper collateral
ratios and make certain fees so is in default, the company said.
Furthermore, the lenders want total repayment from the company
before it can pursue certain remedies for reimbursement. Fruit of
the Loom said it was uncertain whether it could negotiate a
agreement with the lenders, so had no option but to pursue legal

GOLDEN OCEAN: Frontline Acquires Senior Notes
Frontline Limited ASA said it had acquired $46.75 million of
Golden Ocean Limited $296 million Senior Notes, paying an average
price of approximately 11 pct of par value.

Golden Ocean, a shipping group which controls 17 VLCCs and 11
bulk carriers, filed for bankruptcy protection under Chapter 11
of the U.S. Bankruptcy Code in January, Frontline said.

As one of Golden Ocean's largest creditors, Frontline will seek
to be actively involved in the restructuring process, it said.
(AFX European Focus; March 9, 2000)

GUY FOODS: Liberty Complex Future Uncertain
The Kansas City Star reports on March 3, 2000 that the fate of
the 325,000-square-foot Guy's Foods complex in Liberty remains

According to the report, Ron Hirasawa, chairman and chief
executive officer of General Products and Services Corp. in Fort
Wayne, Ind., said his company is reviewing Guy's Foods' financial
picture and wouldn't make a decision about purchasing Guy's until
it completes its review and its $14.3 million bid is accepted.

Family Snacks Inc., which operates Guy's Foods, filed for Chapter
11 protection Feb. 14, citing $5.75 million in losses over the
previous 16 months. The company resumed production last week
after a two-week hiatus during which its main lender, LaSalle
National Bank of Chicago, suspended financing. The bank, which is
owed more than $11 million in principal, agreed to tide Guy's
over for the next few weeks.

General Products entered the picture when it was contacted by the
bank after the bankruptcy filing, Hirasawa said. Last Friday,
General Products made its $14.3 million offer to assume Family
Snacks' debts in exchange for its assets, including the Liberty

The bankruptcy court has stipulated that other parties wishing to
bid must exceed General Products' offer by $250,000 and must do
so by March 13. So far, no other bidders have emerged.

Closely held General Products and Services is the product of a
merger last year between Seyfert's Foods of Fort Wayne and Ultima
Foods of Chicago. Ultima Foods makes tortilla chips, salsa and
other snack foods that are distributed in more than 30 states
through direct-store-delivery grocery distributors.

HOUSING RETAILER: Committee Seeks Appointment of Trustee
The Official Committee of Unsecured Creditors of Housing Retailer
Holdings, Inc. and its debtor affiliates seeks appointment of a
Chapter 11 Trustee.  The Committee maintains that these are
liquidating Chapter 11 cases, and that all of the affairs and the
liquidation of the debtors' assets are being handled by outside
consultants who were appointed as officers of one or more debtors
at great and unnecessary expense to the estates.  The Committee
submits that the liquidation of the debtors and the winding up of
their affairs can most effectively be undertaken and completed by
a Chapter 11 trustee, who is based in North Carolina or at
another location that is closer to the debtors' principal offices
in Lumberton, N.C.

INTEGRATED HEALTH: Motion To Extend Time To File Schedules
To comply with the informational requirements necessary to
properly prepare their schedules of assets and liabilities and
statements of financial affairs in accordance with 11 U.S.C. Sec.
521(1), the Debtors told Judge Walrath that it would be
impossible to complete the task within 15 days granted to them by
Rule 1007 of the Federal Rules of Bankruptcy Procedure.  

Based on the representation that the Debtors have mobilized their
employees to work diligently on the assembly process, Judge
Farnan granted the Debtors an extension of time to file their
Schedules and Statements through March 28, 2000.   Additionally,
Judge Farnan granted the Debtors a dispensation from the
technical requirement that separate schedules and statements be
filed for each debtor entity.  Judge Farnan makes it clear
that this relief is granted solely for administrative convenience
and efficiency; this relief neither contemplates nor precludes a
substantive consolidation of the Debtors' estates.  

JOAN & DAVID: Files Chapter 11 Petition
joan and david helpern incorporated, a luxury footwear and
apparel company, today announced that it has filed for
reorganization under Chapter 11 of the Federal Bankruptcy Laws in
the U.S. Bankruptcy Court for the Southern District of New York.   
The company is represented by Togut, Segal & Segal, LLP of New
York City.

David Helpern, the company's chairman and treasurer, said the
move will allow the U.S. Operating company to reorganize itself
with the objective of downsizing its operations and making more
efficient use of its capital and human resources to market its
high-end products through its distribution network of company-
owned stores and shop-in-shop boutiques.

The company said it has sufficient financing in the form of a new
credit facility of up to $15 million provided by Paragon Capital
LLC.  The proceeds will be used to retire senior bank debt and to
provide working capital during the restructuring.  With the
facility in place, the company said it has more than sufficient
funds to operate its stores and pay suppliers while it

"We are confident that we will emerge from this reorganization in
a much improved position, focused around a strong foundation of
core business assets that include one of the most respected and
durable brand names in the industry and a network of very
desirable retail locations," said Mr. Helpern.

joan and david helpern incorporated, a Massachusetts corporation,
is a leading American retailer and wholesaler of upscale women's
footwear, apparel and accessories.  Marketing its merchandise
under its well known designer trademark, Joan & Davidr, the
company operates the largest chain of luxury footwear stores in
the U.S. With 76 retail boutiques, shop-in-shops and outlets plus
eight stores operated by independent distributors.
For more than thirty years, joan & david helpern inc. (the
"Company") has been a leading American retailer and wholesaler of
luxury women's footwear, apparel and accessories.  The Company
markets its merchandise under the well-known trademark Joan &
Davidr and has enjoyed a strong brand and position in the high-
end segments of the footwear market since the 1970's, and in the
apparel market since 1983.

Today, the Company enjoys a unique position in the footwear
market as it operates the largest chain of luxury footwear in the
United States.  One of the Company's wholly-owned subsidiaries
operates five retail outlets in the United Kingdom:  (i) a shop-
in-shop at London's leading fashion department store, Harvey
Nichols, (ii) a Joan Helpern Signature shop-in-shop at Harvey
Nichols, (iii) a shop-in-shop at Harvey Nichols, Leeds, (iv) a
freestanding boutique on London's Bond Street and (v) an outlet
in Bicester.  Another wholly-owned subsidiary operates one retail
outlet in Barcelona.  The Company's name has gained further
international recognition since 1996 through eight boutiques in
the Far East and Austria, which are operated by independent
exclusive distributors.  The Company operates three shop-in-shops
in Canada at Holt Renfrew.

The Company has developed a distinct market cachet and a loyal
customer base through the design and philosophy that addresses
the taste, elegance and intelligence of active modern women.  The
Company is a United States market leader in women's high end
footwear, with a marketing strategy that provides quality
products that are fashionable, versatile and targeted to the
active, knowledgeable, cosmopolitan woman.  Beginning with the
"Coty Award for Design" in 1978, Joan Helpern and the Company
have achieved widespread acclaim from the fashion industry, and
have often been recognized for significant contributions to
footwear design.

The Company offers footwear in every category from oxfords to
boots, while its competitors generally offer more limited
collections.  The Company also presents a full range of diverse
styles each season, but produces relatively few pairs of each
style to maintain the brand's exclusivity.  This strategy also
allows the Company to customize each retail store's merchandise
to best address regional tastes.  The Company's competitors in
the footwear market are Ferragamo for more classic designs, and
Gucci and Prada.

The Company's design process utilizes a unique coordinated effort
which benefits from the talents of the Joan Helpern Designs, Inc.
("Helpern Designs") organization in conjunction with the artisans
from approximately 20 independently owned and operated factories
located primarily in Italy, which are partners in the design
manufacturing process.  The artisans at these factories are among
the finest European technicians and have been producing the
highest quality hand-crafted footwear for the Joan & David for
over three decades.

This unique arrangement results in high product quality and
consistency, and allows the Company to introduce a full range of
diverse styles to the market each spring and fall season.  As a
result of the activities of Helpern Designs, the Company also
introduces four ready-to-wear and knitwear collections each year
and a wide range of belts, handbags and accessories which are
manufactured in Italy and the United States.

The following estimated financial data is the latest available
information and refers to the Debtor's financial condition (at
book value), on a consolidated basis, as of January 1, 2000:

Total Assets: $34.8 million
Total Liabilities: $33.1 million

LEASING SOLUTIONS: Seeks To Extend Exclusivity
The debtor, Leasing Solutions, Inc. filed a motion to extend
periods within which the debtor maintains an exclusive right to
file a plan of reorganization.  A hearing on the motion is set
for March 14, 2000 at 9:00 AM, Courtroom 3099, US Bankruptcy
Court, 280 South First Street, San Jose, CA 95113.

The debtor is seeking an extension for an additional sixty days,
until May 15, 2000, the time within which the debtor maintains
the exclusive right to file a plan of reorganization, and in the
event that the debtor files a plan on or before May 15, 2000,
extending for an additional sixty days, until July 13, 2000, the
time within which the debtor maintains such exclusivity to
solicit acceptances to the plan.

The debtor states that it has been in continuous negotiations
with its lenders.  The debtor ahs negotiated several consensual
cash collateral order s to fund its operations, and it has
secured authorization to honor its prepetition employee benefits
programs in an attempt to retain its key employees.  The debtor
is attempting to sell its European and Canadian operations and
the debtor is seeking court approval of the employment of an
investment banker to facilitate these sales.

However, the debtor maintains that due to the complex nature of
the debtor's assets and the diversion of the debtor's management
and its professionals to issues regarding cash collateral and
employee compensation, and because negotiations between the
debtor and its creditor consitituencies are still ongoing, the
debtor is not yet prepared to file a plan.

LOEWS CINEPLEX: Debt Ratings Under Review For Possible Downgrade
Moody's Investors Service placed the debt ratings of Loews
Cineplex Entertainment Corporation (Loews) under review for
possible downgrade. Affected debt instruments include the B3
rating for the company's $300 million issue of 8-7/8% senior
subordinated notes, and the Ba3 rating for its $750 million
senior secured revolving credit facility. The company's Ba3
senior implied and B2 senior unsecured issuer ratings were also
placed on review for possible downgrade, and the outlook for all
ratings has been revised to negative from stable.

The review reflects the company's weaker than expected operating
performance, particularly relative to initial management
projections when the ratings were assigned in July 1998, and the
resultant deterioration in the overall credit profile of the
company. Specifically, Moody's notes that the company's balance
sheet has become considerably more leveraged, and coverage levels
have continued to erode, over the last year as competition has
intensified across the industry. This has adversely impacted
operating cash flows, particularly for the company's older
theaters, many of which operate under the Cineplex-Odeon brand
and which Moody's had identified as carrying higher risk at
rating inception. However, the uneven distribution of film
product in the Canadian markets has also negatively impacted that
part of the chain's operating results of late. Moody's also
questions whether management has been able to realize its
projected operating efficiencies as stipulated at the time of the
Loews-Cineplex merger. Finally, the company is presently bumping
up against its maintenance financial covenants (which, in
fairness, are comparatively conservative by industry standards),
although Moody's expects that amendments will be consented to by
the bank group that will afford ongoing liquidity and revolver
availability over some interim period. Moody's will meet with
Loews management in order to address these issues and assess the
likelihood of future improvements in the company's financial
position prior to concluding its review.

Loews Cineplex Entertainment is one of North America's largest
theater exhibitors, with 2,926 screens in 385 theaters located
principally in urban markets throughout the United States and
Canada. The company maintains its headquarters in New York, New

MICHAEL PETROLEUM: Seeks Approval of Retention Bonus Plan
The debtors, Michael Petroleum Corporation and its debtor
affiliates seek court authority to implement a program of
employee retention benefits.  Pursuant to the Retention Program,
the debtors will pay to each employee who retains employment
through the effective date of a plan of reorganization a
retention bonus equal to three months' salary.  If every current
employee were retained by the debtors through the Effective Date,
the maximum aggregate payments due under the program would total

PIC N PAY: Stores File "Chapter 22"
Pic N Pay Stores Inc. filed for chapter 11 protection in Delaware
with assets and liabilities totalling between $50 million and
$100 million, according to a newswire report. The shoe retailer's
20 largest unsecured creditors have trade claims ranging from
$60,000 to $3.5 million. Pic N Pay emerged from an earlier
chapter 11 filing in 1997 after Bank of America, its largest
creditor, became a 90 percent owner. In December, IBJ Whitehall
Financial Group's retail finance unit said it would provide Pic N
Pay with a $39 million revolving credit facility. According to
various reports, the company has been approached by several
buyers and has retained a turnaround specialist. Some 125
employees have been laid off at the company's Matthew, N.C.,
headquarters, and further layoffs are expected. Pic N Pay
operates 460 stores in 17 states. (ABI 10-Mar-00)

RCG LIQUIDATION: Order Approves Disclosure Statement
The Amended Disclosure Statement of RCG Liquidation Company f/k/a
Reading China and Glass, Inc. and its debtor affiliates was
approved by order of the court on February 24, 2000. A hearing to
consider confirmation of the Amended Plan will be held on April
4, 2000 at 3:00 PM, in the US Bankruptcy Court, 6th Floor, 824
Market Street, Wilmington, Delaware.

Under the plan, Reading China is to be liquidated. The net
proceeds of the sale or other disposition of the debtors' assets
are being pooled and distributed, first to secured creditors, if
any, who hold valid, duly-perfected and non-voidable security
interests in and liens on such proceeds, as their interests may
appear, then to the holders of administrative and priority claims
in accordance with the scheme of priorities set forth in the
Bankruptcy Code and thereafter to holders of general unsecured
claims. Holders of Interests are not receiving any distribution.  

Under the plan, administrative claims and priority tax claims are
to be paid in full. Class 1 priority claims are left unimpaired.  
Class 2 secured claims may be impaired.  Class 3 general
unsecured claims will receive a pro rata cash distribution of an
amount to be determined after paying claims in all of the other
classes having higher priority in full.  Class 4 interests will
receive no distribution.

The Creditor's Committee supports confirmation of the plan.

RECYCLING INDUSTRIES: Taps DHR International as Search Consultant
The debtor, Recycling Industries, Inc., seeks court authority to
retain DHR International as an executive search consultant.

AS part of the debtors' intention to develop and implement a
reorganization plan, the debtors are currently seeking to employ
both a new chief executive officer and a new chief financial

DHR will receive one-third of the first-year anticipated total
cash compensation(base plus bonus) of any CEO or CFO that is
eventually hired.  The DHR Fee will be payable in the form of
common stock that is issued pursuant to a reorganization plan.  
DHR has acknowledged that if a plan of reorganization is not
confirmed, DHR will not receive any compensation for its

ROBERD'S: Reports Net Loss of $13.9 Million
According to a report in the Dayton Daily News on March 9, 2000,
Roberds Inc., which filed for Chapter 11 bankruptcy
reorganization in January, on Wednesday reported substantial
losses for 1999.

The furniture, electronics and appliance retailer reported a net
loss of $ 13.9 million, or $ 2.26 per share, compared with $ 16.1
million, or $ 2.66 per share, for 1998. The $ 16.1 million figure
included a one-time tax expense of $ 5.3 million.

Sales dropped 10 percent last year to more than $ 287 million
from $ 318.7 million in 1998.

In the fourth quarter, the net loss was $ 8.8 million, or $ 1.42
per share, versus $ 11.8 million, or $ 1.93 per share, a year
ago, including the special tax expense.

Sales for the quarter dipped 9.9 percent to $ 287 million.

STORMEDIA: Entry of Order Confirming Plan
On February 16, 2000, the US Bankruptcy Court for the Northern
District of California entered an order confirming the second
amended joint plan of reorganization for the jointly administered
debtors, Stormedia Incorporated, Strates Pte. Ltd., Strates Sdn.
Bhd., f/k/a Akashic Kubota Technologies Sdn. Bhd., Akashic
Memories Corporation, and Stormedia International Ltd.

TELEHUB: Responds to MCI's Motion to Convert to Chapter 7
The debtor, TeleHub Network Services Corporation, responds to the
MCI Worldcom motion for an order to covert the Chapter 11
proceeding to a proceeding under Chapter 7 of the Bankruptcy

MCI asserts that the case should be converted to a Chapter 7 on
the basis that the debtor is not currently operating and does not
have funding from operations to fund a plan of reorganization.  
According to the debtor, this position assumes that  a plan of
reorganization must be premised on the ongoing operations of the
debtor.  The debtor maintains that it can in fact propose a
liquidating plan of reorganization which would be funded from the
proceeds of a liquidation of the personal property of the estate
and the consideration obtained in conjunction with the assumption
and assignment of all or a portion of the real property and
equipment leases.

MCI states that the assets "need to be sold" and the debtor
states that there are continued sale efforts ongoing which have
generated substantial interest from various prospective
purchasers to acquire the collective assets of this estate.

TULTEX: Seeks Authority To Sell Roanoke Facility
The debtors, Tultex Corporation, et al. seek court authority to
sell certain real estate located at 225 Glade View Drive, NE,
Roanoke, Virginia, to Calvin w. Powers, purchaser, subject to
competing offers, and approving bidding procedures.

Subsequent to the closing of the Roanoke Facility, the debtors
have been actively soliciting purchase offers, first through the
debtor's personnel and then through the assistance of Walker
Commercial Services, Inc.  Walker has obtained from Purchaser an
offer to purchase the facility for the sum of $1,100,000. A
competing offer must have a purchase price that is greater than
the Purchase Price of $1.1 million by $50,000.

TULTEX: Seeks Court Authority To Sell Yarn Mfg. Equipment
The debtors, Tultex Corporation, et al. seek court authority to
sell certain yarn manufacturing machines and miscellaneous items
located the debtors' Roxboro & Mayodan, N.C. plants.  The debtors
desire to sell the Property to Aiken Equipment Sales, Inc. for
$4.5 million.

The debtors have been actively soliciting purchase offers, first
through the debtor's personnel and then through the assistance of
The joint venture of International Textile Machinery Sales, Inc.
and Michael Fox International, Inc. as the debtors' equipment
broker. Any competing bidder must propose a purchase price that
is greater than the Purchase Price of $4.5 million by $100,000.

UNITED ARTISTS: Moody's Lowers Sr/Sub Debt Ratings
Moody's Investors Service downgraded the debt ratings of United
Artists Theatre Company (UA), taking the company's Caa3 senior
subordinated ratings to C and its B3 senior secured bank debt
ratings to Caa3. The senior implied and senior unsecured issuer
ratings for UA have also been lowered to Caa3 and C,
respectively, from B3 and Caa2. The rating outlook continues to
remain negative.

The downgrades reflect Moody's expectation that the company's
future is tenuous at best, and the very real possibility of a
near-term bankruptcy filing due to tightening liquidity in the
face of continued underperformance by its aging theater network.
Specifically, Moody's points to the need to affect the sale of
certain assets and/or a rather meaningful but unexpected uptick
in retained cash flow in order for the company to have sufficient
resources to make its April interest payment on the senior
subordinated notes. With the bank facility now fully drawn, low
current cash balances, and a bank interest payment coming due in
mid-March, coupled with the lackluster industry environment as
predicted for the first calendar quarter and continuing into the
summer release schedule, the company is not likely to be able to
continue as a going concern for very much longer.

Moody's had previously noted the dissipating willingness on the
part of UA's bank group to continue supporting the attempted
turnaround by management when we last downgraded the company's
debt ratings in August 1999, although additional time was
"bought" as the banks ceded an effective stay of maintenance
financial covenants through this year. Moody's has long stressed
the highly concentrated portion of cash flow-positive theaters in
the UA circuit, and the inability to stem the market share
erosion and negative cash flow growth for the more significant
piece of its older theater base, notwithstanding the large amount
of capital that was invested over several years. Moody's also
suggested last summer that the likelihood of any recovery by UA,
specifically in terms of its viability and ability to service its
heavy debt burden, which was made worse during the 1997
restructuring, would be low in the absence of a full-scale

In fairness, management has been diligent in its attempts to
control the worsening situation, identifying the problem areas
more than two years ago. However, liquidity constraints coupled
with difficult market conditions for the sector overall have
yielded a "one step forward...two steps back" theater
rationalization phenomena for UA and its negative cash flowing
theaters. With payables already stretched to higher than
acceptable levels, and majority equity owner Merrill Lynch
continuing to sit on the sidelines, Moody's expects that the
banks will exert greater pressure on management to begin selling
assets, opportunistically exiting weaker-performing theaters and
monetizing real estate holdings, while also pushing for a
subordinated debt conversion to equity. Although the company does
holds some attractive theater assets, lingering financial
difficulties and adverse operating market conditions on an almost
universal basis across the industry will take its toll on the
valuations ultimately realized through their sale. As such,
Moody's anticipates that the banks will try to preserve, and
grow, the value associated with the few stronger properties prior
to affecting their sale.

Moody's current thinking is that the bank group has suffered
further erosion in its historically fully covered asset base over
the last six months, and may now expect to realize only 60%-75%
of claim amount on ultimate recovery. Moreover, given the
security interests held in UA's assets by the bank group, as well
as expectations of considerable senior leaseholder claims under
even a more favorable, drawn-out liquidation scenario, Moody's
reluctantly projects that senior subordinated noteholders will
now no longer receive any value for amounts owed to them.

United Artists operates one of the largest movie theater chains
in the United States. The company maintains its headquarters in
Englewood, Colorado.


S U B S C R I P T I O N   I N F O R M A T I O N
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