TCR_Public/000323.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Thursday, March 23, 2000, Vol. 4, No. 58  
                            
                  Headlines

ADVANCED MEDICAL PRODUCTS: Name Change and Reverse Split
AMERICAN BANKNOTE: Seeks Extension of Exclusivity
AMRESCO: Dresdner Entities Divest Themselves of Holdings
ATC GROUP SERVICES: Seeks to Reject Four Leases
AVIATION SALES CO.: Moody's Lowers Ratings

BMJ MEDICAL: Seeks to Extend Time to Assume or Reject Leases
CENTRAL VERMONT: Sells Interest In The Home Service Store
COHO ENERGY: Announces Plan Confirmation
COMPLETE MANAGEMENT: To Sell Substantially All Operating Assets
FLAG TELECOM: Barclays Bank Beneficial Owner of 11.2% of Stock

GARDEN BOTANIKA: Comparable Store Sales Decrease 3% For February
GENESIS AND MULTICARE: Moody's Downgrades Ratings
HARNISCHFEGER: Second Motion For Exclusivity Extension
HOME HEALTH: Seeks Extension of Exclusivity
ICO GLOBAL: Court Approves ICO's Disclosure Statement

ICON ENERGY: Lexxor Energy Icon Energy Announce Approval of Plan
INTEGRATED STEEL: Sold to Heidtman Steel Products
KEY PLASTICS: Suppliers and Creditors Threaten Lawsuits
MARINER: Final Approval Of $100M DIP Financing
OXFORD HEALTH: Annual Meeting To Be Held On May 11, 2000

PHYSICIAN ASSET: Case Summary and Largest Unsecured Creditors
PIC 'N PAY: Plans To Close Stores; Outlook Negative
PREMIER LASER: Nasdaq Halts Trading of Shares
PRIMARY HEALTH: Seeks To Extend Exclusivity
SAFETY KLEEN: Retains Jay Alix; Interim CFO Appointment

SOUTHERN PACIFIC: S&P Lowers Ratings
USN COMMUNICATIONS: Putnam Investments Reports Holdings
WILLIS LEASE FINANCE: Benson Associates Reports Holdings
WORLDWIDE DIRECT: Seeks To Resolve Disputes With Fletcher Int'l

BOND PRICING: For Week of March 20, 2000

                  *********

ADVANCED MEDICAL PRODUCTS: Name Change and Reverse Split
--------------------------------------------------------
In accordance with the vote of the majority of the shares of
common stock of Advanced Medical Products Inc., a Certificate of
Amendment of the Certificate of Incorporation of the company has
been filed with the Secretary of State of Delaware changing the
name of Advanced Medical Products, Inc. to ADVA International
Inc.  The change was accompanied by a one share for ten shares
reverse split of all of the common stock issued and outstanding.  
The company was also authorized to issue 20,010,000
shares, of which 20,000,000 shares will be common stock, all of
which will have a par value of $0.001, amounting in the aggregate
to $20,000, and 4,000 shares will be Class A Preferred Stock all
of which will have no par value, and 6,000 shares of Class B
Preferred Stock all of which will have no par value.

Effective immediately, the common stock trading symbol on the
NASDAQ Bulletin Board for ADVA International Inc. is "ADII"


AMERICAN BANKNOTE: Seeks Extension of Exclusivity
-------------------------------------------------
The debtor, American Banknote Corporation, seeks a court order
extending the exclusive periods during which the debtor may file
one or more reorganization plans and solicit acceptances of such
plans each by 60 days, through and including June 5, 2000 and
August 4, 2000 respectively.

The debtor submits that the extension of the exclusive period is
justified because the debtor's case is large and complex, the
debtor has made significant progress in the case, and the
extension will facilitate reorganization and will not prejudice
any party in interest.

The debtor is in the process of reducing corporate overhead by
50% and corporate staff by 43%.  The debtor is seeking to dispose
of its headquarters and the debtor has been in frequent contact
with the Noteholders' Committee.

Termination of the Exclusive Periods at this time will also make
it more difficult for t ABN to resolve the delicate issues
relating to the governmental investigations.


AMRESCO: Dresdner Entities Divest Themselves of Holdings
--------------------------------------------------------
Dresdner Bank AG, Dresdner RCM Global Investors LLC, and Dresdner
RCM Global Investors US Holdings LLC no longer hold the common
stock of Amresco Inc. having divested themselves of their former
holdings.


ATC GROUP SERVICES: Seeks to Reject Four Leases
-----------------------------------------------
The debtors, ATC Group Services Inc., et al. seek to reject four
leases of nonresidential real property. The leases are as
follows:

The Norristown, Pennsylvania Storage Lease - 1850 Gravers Road,
Norristown, Pa - 9,800 square feet of storage apace to store
certain equipment and machinery.  The debtors vacated the
premises in early January 2000.

The Dallas, Texas Lease - Mann Realty Company is the landlord
under the lease.  The debtors lease approximately 12,150 square
feet of office space to conduct environmental consulting and
engineering and construction management services in and around
the Dallas area.  The debtors have relocated to a smaller and
less expensive property.

The Indianapolis (Schmoll Industrial Park), Indiana Lease - The
debtor leases six individual building units to conduct
environmental consulting and engineering and construction
management services in and around the Indianapolis area.  Each
building unit is approximately 4,000 square feet.   The debtors
have determined that the large amount of space and costly monthly
rental is no longer cost efficient.

The Indianapolis (Mann Realty), Indiana Leases - The debtors
lease approximately 28,5000 square feet of office space to
conduct environmental consulting and engineering and construction
management services in and around the Indianapolis area.  The
debtors are seeking a new single office space at a reduced cost
for the Indianapolis area.



AVIATION SALES CO.: Moody's Lowers Ratings
------------------------------------------
Moody's Investors Service lowered the ratings on Aviation Sales
Company's $300 million senior secured credit facility to B1 from
Ba2, the long term issuer rating to B3 from B1, and the $165
million 8 1/8% senior subordinated notes due 2008 to Caa1 from
B2. The senior implied rating was lowered to B2 from Ba3 and the
outlook was changed to negative from stable.

The rating action was prompted by the company's announcement that
it will take $72 million in charges (mostly non-cash) in the
fourth quarter of 1999 and will be in default of the Bank Credit
Agreement as of March 31, 2000. We believe that the company may
have violated the covenant related to minimum tangible net worth.
Concurrent with the announcement, the company also revealed that
the Board of Directors was investigating past revenue recognition
procedures to determine if revenue and margin in prior periods
was overstated.

The rating downgrade reflects Moody's concern with the
methodology the company uses to value aircraft and aircraft parts
inventory assets and of the possible need for additional charges,
further reducing asset coverage of the senior secured bank
facility. In addition, Moody's is concerned with possible
liquidity pressures, with the credit facility being already
largely drawn, and questions regarding availability. Supporting
the ratings is the company's position as one of the more
important companies in the aircraft maintenance industry, the
cushion provided by a positive book net worth, and the company's
relatively strong interest coverage.

The negative outlook reflects concern that additional adjustments
and charges may occur after the review of the company's
accounting practices as well as new burdens that amending or
refinancing the bank facility could impose upon the company.

The B1 rating on the senior secured credit facility recognizes
that it is secured by substantially all tangible and intangible
assets of the company. However, we believe that the fair market
value of inventory and of other assets may not be as great as
previously assumed. The Caa1 rating on the senior subordinated
notes reflects that, while the Notes are subordinated to a
significant amount of senior debt, the foundation provided by the
company's positive net worth should limit loss in a distressed
scenario.

The company is taking steps to increase liquidity. First, the
company's senior secured lenders have recently agreed to forbear
in regard to covenant violations until March 31, 2000 and the
company is currently in negotiations with the lenders seeking
both waivers of these defaults, or an extension of the
forbearance period, and a new credit facility. Moody's believes
that additional or restored credit availability will be agreed
to. Second, the company is taking actions to reduce debt and
increase liquidity through sales of its assets, including the
potential sale of its manufacturing operations, and is continuing
efforts to sell or lease the four A-300 aircraft which it owns.

For the twelve months ending September 1999, EBITDA covered
interest expense by about 3.1 times. Debt to EBITDA was about 4.2
times. The company's acquisition pace has diminished, so EBITDA
less interest, capital expenditures, and acquisitions was
slightly positive. However, the significant growth of receivables
and inventory was largely funded by borrowings under the
revolving credit. Following the $72 million of charges, the
company will not meet the minimum tangible net worth of $200
million required at the end of December 1999.

Aviation Sales Company, headquartered in Miami, Florida, is a
leading independent provider of fully integrated aviation
inventory and maintenance services, including aircraft heavy
maintenance, component repair and overhaul, leasing, the
redistribution of aircraft spare parts, and the manufacture of
new components for major airlines, original equipment
manufacturers, and repair and maintenance facilities around the
world.


BMJ MEDICAL: Seeks to Extend Time to Assume or Reject Leases
------------------------------------------------------------
The debtors are seeking a fourth motion for entry of order
extending time within which debtors may assume or reject
unexpired leases of non-residential real property.

A hearing to consider the motion will take place before the
Honorable Mary F. Walrath, US Bankruptcy Court, District of
Delaware, on April 7, 2000.

The debtor maintains that the leases are critical assets of the
debtors' estates.  The debtors' cases are large and complex and
involve a significant number of leases relating to the operation
of 34 Medical Groups as of the Petition Date.

The debtors submit that the business decision whether to assume,
assign, or reject the remaining leases can properly be made only
after negotiations with the respective Medical Groups are
concluded and the final shape of the plan is clear.

The plan process is well underway and is expected to be concluded
in the near future, and therefor the debtors request that this
extension run through confirmation of a plan or plans.


CENTRAL VERMONT: Sells Interest In The Home Service Store
---------------------------------------------------------
Central Vermont Public Service Corporation and partner DJJ
Holdings, Inc. have sold a 50 percent interest in The Home
Service Store, Inc., formerly Home Service Solutions, L.L.C., to
Jupiter Partners II L.P., a capital investment company in New
York.  Prior to Jupiter's investment, The Home Service Store had
been a partially owned subsidiary of SmartEnergy Services, Inc. a
wholly owned subsidiary of Central Vermont Public Service.

HSS, which does business under the name The Home Service Store,
is a rapidly growing national home maintenance, repair, and
improvement concierge service.

Central Vermont Public Service announced the creation of HSS in
May, 1999 and began test marketing the service in four
metropolitan areas through a marketing agreement with SAM'S Club,
a subsidiary of Wal-Mart Stores, Inc.  Due to strong consumer
interest, a national roll out of HSS began in the
fall of 1999.

HSS is expected to be in 60 metropolitan areas by late spring,
200 metropolitan areas by late December.  In December 1999, HSS
entered into a second marketing relationship with TruServe
Corporation, a hardware and home center retailer with 8,000
retail stores.

Under the sale agreement, Jupiter's equity investment will be
used to complete HSS's national roll out.  The sale gives Jupiter
a 50 percent interest in HSS, leaving Central Vermont Public
Service with 39 percent and DJJ with 11 percent.

Under a management incentive plan created as part of the sale,
Central Vermont Public Service's share could be diluted to 28
percent through stock option offerings over the next four years.

Douglas Sinclair, HSS's president, who has run HSS since its
creation, has also been named Chief Executive Officer.


COHO ENERGY: Announces Plan Confirmation
----------------------------------------
Coho Energy Inc., Dallas, announced yesterday that on Monday the
U.S. Bankruptcy Court for the Northern District of Texas
confirmed, with several modifications, Coho's reorganization
plan, according to a newswire report. The modifications to the
plan include the retention by the common shareholders as of Feb.
7 of 20 percent of any proceeds from Coho's lawsuit against
Hicks, Muse, as well as 40 percent of any net sale proceeds from
the company's Tunisia permit. Effectiveness of the plan is
expected to be March 31. (ABI 22-Mar-00)


COMPLETE MANAGEMENT: To Sell Substantially All Operating Assets
---------------------------------------------------------------
Complete Management, Inc., a chapter 11 debtor in possession, has
filed an application to sell substantially all of the operating
assets of its wholly-owned subsidiary, Medical Management, Inc.,
used in MMI's diagnostic imaging facility at 254 West 31st
Street, New York, New York, and assign certain leases held in
CMI's name.  MMI provides services for the financing,
installation, administration and technical management of magnetic
resonance imaging facilities.  The prospective buyer of assets
and assignee of leases is a Maryland corporation known as NYD,
Inc. ("Buyer").  The purchase price is $1.4 million in cash, plus
Buyer's assumption of certain liabilities of CMI and MMI.

A hearing to consider CMI's application, and to consider higher
and better offers, will be held on April 11, 2000 at 9:30 a.m.,
before the Honorable Jeffry H. Gallet, United States Bankruptcy
Judge, at the Old Custom House, Courtroom 523, One Bowling Green,
New York, New York.  Copies of CMI's application, together with
the asset purchase agreement among CMI, MMI and Buyer, may be
obtained electronically by accessing the Bankruptcy Court's
website at http://www.nysb.uscourts.gov.

Bidders interested in making higher and better bids for MMI's
assets should contact CMI's financial advisors, Loeb Partners
Corporation, 61 Broadway, New York, New York 10006, 212-483-7086,
attention: Harvey Tepner or Bruce Kaufman, CMI's bankruptcy
counsel, Salomon Green & Ostrow, P.C., 919 Third Avenue, New
York, New York 10022, 212-319-8500, attention: Alec P. Ostrow,
Esq., or the Chambers of the Honorable Jeffry H. Gallet, United
States Bankruptcy Court, One Bowling Green, New York, New York
10004, 212-668-2301, in advance of the April 11 hearing.


FLAG TELECOM: Barclays Bank Beneficial Owner of 11.2% of Stock
--------------------------------------------------------------
Barclays Bank PLC beneficially owns 15,000,000 shares of the
common stock of Flag Telecom Holdings Ltd. with shared voting and
dispositive powers.  The holding represents 11.2% of the
outstanding common stock of the company.

Barclays Bank PLC, a foreign bank, is the pledgee of these shares
under a security agreement relating to the obligations of Dallah
Albaraka Holding Company E.C. The pledgor and owner of the shares
is Rathburn Limited.

Under the security agreement, unless Barclays Bank PLC gives an
enforcement notice to Rathburn Limited, Rathburn Limited may
exercise, or direct, any voting or other rights attached to any
of the shares, provided that those voting rights are not
excercised in any manner which, in the reasonable opinion of
Barclays Bank PLC, could prejudice the security intended to be
conferred by the security agreement or is in breach of the
security agreement; or to permit any variation of the rights
attaching to or conferred by any shares. The disposition of the
shares during the term of the pledge is restricted under the
security agreement and by virtue of the pledge.


GARDEN BOTANIKA: Comparable Store Sales Decrease 3% For February
-----------------------------------------------------------------
The Seattle Post-Intelligencer reports on March 21, 2000, that
most of Garden Botanika's top executives are gone and there are
no immediate plans to fill the positions.   

Several executives of the firm have gone to Zydeco.com, a new
Seattle-based Internet retailer that is planning
to start its Web site this summer

Garden Botanika has closed nearly a third of its locations and
laid off 1,200 employees. Earlier this month, the U.S. bankruptcy
court approved Garden Botanika's request to extend the deadline
for filing its reorganization plan for another year.

Garden Botanika reported that comparable store sales for
February 2000 decreased 3 percent from sales in February 1999 for
the 109 remaining stores. Total sales declined to $3.2 million
from $5.5 million in the prior year, primarily because of a
decrease in the number of stores from 249 to 110.

  
GENESIS AND MULTICARE: Moody's Downgrades Ratings
-------------------------------------------------
Moody's Investors Service downgraded the ratings assigned to
Genesis Health Ventures, Inc ("Genesis") and The Multicare
Companies, Inc. ("Multicare"). The ratings affected are as
follows:

Genesis:

$1.25 billion senior secured credit facilities to Caa2 from B2,

$120 million 9.75% senior subordinated notes due 2005 to C from
Caa1

$125 million 9.25% senior subordinated notes due 2006 to C from
Caa1,

$125 million 9.875% senior subordinated notes due 2006 to C
from Caa1,

senior implied rating to Caa2 from B2, and

senior unsecured issuer rating to Caa3 from B3

Multicare:

$525 million senior secured credit facilities to Caa3 from B3,
and

$250 million 9.75% senior subordinated notes due 2007 to C from
Caa2

The rating outlook for both companies is negative.

Genesis and Multicare are providers of long term care services to
the elderly. Multicare was acquired by Genesis ElderCare Corp.
("Eldercare"), a joint-venture comprised of Genesis, The Cypress
Group L.L.C, TPG Partners II, L.P. and Nazem, Inc., in October
1997. Genesis holds a 43.6% equity interest in Eldercare and
manages the operations of Multicare.

The rating action follows the companies' announcements that both
Genesis and Multicare are pursuing discussions with their
creditors regarding the revision of the their capital structures.
Genesis also disclosed that it did not make the interest payment
due March 20, 2000 on its senior credit facilities, and both
companies stated that they did not expect to make scheduled
payments on their senior or subordinated debt obligations during
the restructuring discussions. The companies have retained
separate outside advisors to facilitate the restructuring
process.

Genesis and Multicare have suffered a deterioration in operating
results and financial condition stemming from the impact of
Medicare PPS combined with high leverage. Despite cost cutting
efforts, operating margins remain depressed, and planned asset
divestitures have not materialized as anticipated. Further,
restructuring efforts could be adversely impacted by the
currently difficult state of the long-term care sector, with
several large providers already filing for bankruptcy in recent
months.

Genesis and Multicare, both headquartered in Kennett Square, PA,
are providers of long term care services to the elderly.


HARNISCHFEGER: Second Motion For Exclusivity Extension
-------------------------------------------------------
The Debtors ask Judge Walsh to extend their exclusive period
during which to file a reorganization plan to June 9, 2000, and
extend their exclusive period for soliciting votes on the Plan to
August 8, 2000.

The Debtors assert again that they need these extensions "to
avoid premature formulation of a chapter 11 plan" and "to ensure
that the plan that is formulated takes into account the interests
of all of the Debtors, their employees, their creditors and their
estates."  They again remind the Court that they run a large,
complex business.  They also tell Judge Walsh that they have yet
to "evaluate the universe of claims against them and consider
their strategic restructuring alternatives" because the bar
date just passed on February 29, 2000.

The Debtors explain that they "have recently begun preliminary
preparation of a five-year business plan that will be the
underpinning for the Debtors' plan of reorganization."  The
Debtors believe that they have made "substantial progress" in
"meeting liquidity needs, closing unprofitable portions of their
business and exiting from unprofitable markets, restoring
customer confidence and improving employee morale."  In this
regard, they emphasize the Beloit assets auction, which they
claim is now occupying the full attention of Beloit's senior
management, the Creditors' Committee and its professionals. They
believe that the Beloit sale process will be completed by late
February or early March.  

The Debtors do not believe that their proposed extension will
harm anyone. They contend that, given the size and complexity of
this case, "neither the Debtors' creditors nor any other party in
interest would be in a position to propose a plan of
reorganization before June 9, 2000."

In the circumstances, the Debtors tell Judge Walsh that
termination of the Exclusive Periods would likely cause a
deterioration in their business and the value of its assets. In
addition, they say an unrealistically brief extension of the
Exclusive Periods would signal a loss of confidence, undermine
the gains the Debtors have made since the commencement of the
Chapter 11 cases, and harm both the Debtors and their creditors.  

Absent objection by any core party in interest, Judge Walsh
granted the Debtors' request in all respects.  (Harnischfeger
Bankruptcy News Issue 21; Bankruptcy Creditors' Service, Inc.)


HOME HEALTH: Seeks Extension of Exclusivity
-------------------------------------------
The debtors, Home Health Corporation of America, Inc., et al.
seek a court order further extending the exclusive period during
which the debtors may file and solicit acceptances of a plan or
plans of reorganization through March 31, 2000 and May 30, 2000
respectively.  A hearing on the motion will be held before the
Honorable Mary F. Walrath, US Bankruptcy Court, District of
Delaware, on March 29, 2000 at 11:30 AM.

In light of the size and complexity of the debtors' 35 cases and
the progress that they have already made in laying a foundation
for the formulation of a consensual plan, the debtors believe
that cause exists for a grant of the requested extensions. The
debtors have presented a comprehensive business plan to their
lender group and continue to work together with the lenders to
formulate a plan.  More time is needed to resolve certain issues
with other parties which the debtor believes may be necessary to
create a consensual reorganized capital and corporate structure.


ICO GLOBAL: Court Approves ICO's Disclosure Statement
-----------------------------------------------------
ICO Global Communications, London, announced that the U.S.
Bankruptcy Court for the District of Delaware yesterday approved
the company's disclosure statement and scheduled a confirmation
hearing for May 3, according to a newswire report. If approval of
the plans is obtained at that time, and if related approvals are
obtained from the Bermuda and Cayman Islands courts, the global
mobile communications company will emerge from chapter 11 in mid-
May. ICO Global filed chapter 11 late last August. (ABI 22-Mar-
00)


ICON ENERGY: Lexxor Energy Icon Energy Announce Approval of Plan
----------------------------------------------------------------
Lexxor Energy Inc. and Icon Energy Limted jointly announce that
on March 20, 2000, the shareholders and unsecured creditors of
Icon voted in favour of the Plan of Arrangement between Lexxor
and Icon.  On March 21, 2000 the Alberta Court of Queen's Bench
gave final approval for the Arrangement.

As a result of the Arrangement, Lexxor will issue approximately
9.5 million Lexxor Class A Shares and 3.75 million warrants
(exercise price $0.30 per share) exercisable into 3.75 million
Lexxor Class A Shares to the Icon shareholders and unsecured
creditors.  On or before March 31, 2000, Lexxor will sell by way
of private placement a further 1.5 million Class A Shares for net
proceeds of $300,000.

This Arrangement provides both Lexxor and Icon shareholders, as
well as Icon's unsecured creditors, with the opportunity to
participate in the growth potential associated with a larger
economic entity that has a number of exploitation, development
and exploration opportunities.  The continuing entity will
operate as Lexxor Energy Inc.  Icon will add approximately 90
Boe/d of production and 588 Mboe of risked reserves (as evaluated
by independent engineers at October 1, 1999) to Lexxor's current
production of 200 Boe/d and 951 MBoe of risked reserves (as
evaluated by independent engineers at January 1, 2000).

The combined property base of the two companies will result in
additional financial resources capable of expanded operations,
with an exit production target of 500 Boe/d.  With the support of
Lexxor's lender, who has provided a line of credit covering
sufficient bank financing allowing them to complete this
transaction, the management of Lexxor believe that 2000 will be
an exciting and rewarding year for management and shareholders.

Lexxor's capital expenditure budget for 2000, including property
acquisitions, is estimated to be $2.5 million.  The program will
be funded by cash flow, which is expected to be approximately
$2.0 million, as well as credit facilities.  These estimates
assume average daily production of between 400 and 500 Boe, an
average oil and NGLs price of Cdn. $25.00 per Bbl, and natural
gas averaging $3.00 per Mcf.

The management of Lexxor intend to maintain its production mix of
approximately 60% natural gas and 40% oil and NGLs during 2000 by
continuing to generate low risk drilling prospects - primarily on
existing undeveloped land base, and with the acquisition of
assets that have a strategic fit with existing operations.
Management intends to continue to maintain effective cost
controls and a manageable level of debt.


INTEGRATED STEEL: Sold to Heidtman Steel Products
-------------------------------------------------
Detroit-based minority auto supplier Thomas Madison Inc. on
Friday sold its Integrated Steel Inc. unit out of Chapter 11
bankruptcy to Heidtman Steel Products Inc. of Toledo for $1
million.

Heidtman plans to spin off the steel-cutting company with Thomas
Madison CEO Geralda Dodd having part ownership, said Heidtman CFO
Mark Ridenour. Dodd founded the company in 1990.

Ridenour didn't say how much of the spin-off company Dodd will
own, but another minority partner will be brought in to give the
company 51 percent minority ownership, said Arnold Schafer,
Thomas Madison's bankruptcy attorney.

Heidtman wouldn't have been interested in buying Integrated
Steel, which has $25 million in annual revenue and 65 employees,
unless it could keep its minority supplier designation, Ridenour
said. Minority certification is desirable among suppliers because
domestic automakers set a goal of buying 5 percent of their
materials from minority-owned companies by 2002.

Ridenour said Heidtman doesn't yet know whether all 65 Integrated
Steel employees will keep their jobs.

In addition to the $1 million purchase price, Heidtman Steel is
forgiving a $3.6 million debt and paying the unsecured creditors
committee $50,000 to help settle claims.

Integrated Steel, along with two other Thomas Madison auto
suppliers, filed voluntary Chapter 11 bankruptcy petitions Feb.
2. The other two companies, Gwen Inc. and HSA II Inc., likely
will receive new financing and reorganize, said Schafer, a
partner in the Bloomfield Hills law firm of Schafer and Weiner
P.C.

U.S. Bankruptcy Judge Steven Rhodes approved the sale over an
objection from unsecured creditors of Gwen Inc. Matthew Wilkins,
an attorney with Butzel Long in Detroit who represents the
unsecured creditors, objected to the timeline. Integrated Steel
requested a sale March 10. It was advertised over the weekend,
and a hearing was held March 16.

It was an insider sale. Heidtman President and CEO John Bates
owned 49 percent of Integrated Steel. Bates also owns Integrated
Steel's 143,000-square-foot building in Detroit.

Integrated Steel, which lost Ford Motor Co. as a customer and
projected a $1.2 million loss for 2000, had to move fast because
its financing ran out March 17. The other two companies have
adequate post-petition financing.


KEY PLASTICS: Suppliers and Creditors Threaten Lawsuits
-------------------------------------------------------
As reported by Crain's Detroit Business on March 20, 2000,
suppliers and creditors of Key Plastics L.L.C are threatening
lawsuits to get their money back.

The suppliers, worried about their own stability if they aren't
paid by Key, are withholding parts and trying to take back parts
they made for Key but were never paid for.

Key missed a $6.8 million payment last week on $125 million in
bond debt. The company has a 30-day grace period to pay.

On March 13, Key CEO David Benoit sent a letter to Key's 4,100-
plus employees acknowledging a liquidity problem and saying the
company had a March 17 deadline to secure more funding.

Key reported 1999 sales of $550.8 million and has about 1,100
workers in metro Detroit. It had $428 million in debt as of last
September.

As part of its restructuring plan, which could include the sale
of the company, Key has hired the New York investment-banking
firm of Peter J. Solomon Co.

According to the report, the companies owed money by Key include
GE Plastics and BASF. GE and BASF are both owed nearly $2
million, according to members of a recently formed creditors'
committee.


MARINER: Final Approval Of $100M DIP Financing
----------------------------------------------
Mariner Post-Acute Network (MPAN) on Monday obtained final
approval of its $100 million debtor-in-possession financing
facility with The Chase Manhattan Bank, as agent, and 13 other
lenders, as reported by Stutman, Treister & Glatt, MPAN's
reorganization counsel.  Approval of the facility follows the
Delaware Bankruptcy Court's final approval on February 16, 2000
of a $50 million DIP financing facility in the related case of
Mariner Health Group, Inc.  The Court also approved MPAN's use of
cash collateral of its prepetition senior secured lenders and
various other secured creditors.


OXFORD HEALTH: Annual Meeting To Be Held On May 11, 2000
--------------------------------------------------------
Stockholders are being advised of the annual meeting of Oxford
Health Plans, Inc. to be held on May 11, 2000 at 10:00 a.m.,
local time, at the Trumbull Marriott, 180 Hawley Lane, Trumbull,
Connecticut 06611.

This year, three directors are nominated for election to the
Board. At the meeting stockholders will be asked to: (i) elect
three Class III Directors to serve until the 2003 Annual Meeting;
(ii) amend the company's Second Amended and Restated Certificate
of Incorporation, as amended, to confer the power to vote upon
holders of the company's Series D Junior Subordinated Debentures
due May 13, 2008 and Series E Junior Subordinated
Debentures due May 13, 2008 and to amend the Certificates of
Designations for each of the Series D Preferred Stock and the
Series E Preferred Stock to clarify the voting rights where one
series of preferred stock has been exchanged for Debentures and
the other series of preferred stock remains outstanding; (iii)
amend the Oxford Health Plans, Inc. 1991 Stock Option
Plan, as amended, to increase the number of shares of common
stock issuable from 25,580,000 shares to 30,380,000 shares; (iv)
amend the Oxford Health Plans, Inc. 1991 Stock Option Plan, as
amended, to extend the term from ten years to fifteen years; and
(v) act on a shareholder proposal to request the company
establish a nominating committee comprised solely of
independent directors.

The company asks that stockholders note that space limitations
make it necessary to limit attendance to stockholders and one
guest. Admission to the meeting will be on a first-come, first-
served basis. Registration and seating will begin at 9:00 a.m.
and stockholders may be asked to present valid picture
identification. Stockholders holding stock in street name
will need to bring a copy of a brokerage statement reflecting
stock ownership as of the record date.


PHYSICIAN ASSET: Case Summary and Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Physician Asset Corporation
        2533 N Carson Street
        Carson City, NV 89706

Petition Date: March 16, 2000    Chapter 11

Court: District of Nevada

Bankruptcy Case No.: 00-30693

Judge: Gregg W. Zive

Debtor's Counsel: John A. White, Jr.
                  White Law Chartered
                  335 W. Street
                  Reno, NV 89509
                  (775) 322-8000

Total Assets: $ 1 million over
Total Debts:  $ 1 million over

Largest Unsecured Creditors

David Perry
9615 Brighton Way #42
Beverly Hills, CA 90210            $ 347,165

Thyaser Dover Elevator               $ 9,001
Fresno County                        $ 6,639
All Britton Plumbing                 $ 4,540
Patto Air Conditioning               $ 3,068


PIC N PAY: Plans To Close Stores; Outlook Negative
--------------------------------------------------
According to a report in Post and Courier (Charleston, S.C.)
on March 22, 2000, Pic 'n Pay Stores, which filed for bankruptcy
protection this month, plans to close 453 retail locations in 17
states, including six in the Charleston area. It is the second
time in the past four years that the North Carolina-based chain
has declared bankruptcy.

Pic'n Pay sought protection from creditors March 8 in Delaware
under Chapter 11 of the bankruptcy code after defaulting on a
loan from a New York financial backer. A turnaround management
firm brought in to run the business asked the judge in the case
last week for permission to liquidate Pic 'n Pay's assets to
pay off its debts.

The company owes at least $ 50 million to more than 1,000
creditors, according to court documents.


PREMIER LASER: Nasdaq Halts Trading of Shares
---------------------------------------------
The Nasdaq stock exchange halted trading Monday in shares of
Irvine-based Premier Laser Systems Inc., requesting additional
information after the company's announcement last week that it
filed for Chapter 11 bankruptcy protection.

The money-losing maker of dental and surgical lasers said
earlier this month that it intended to file for bankruptcy due to
costly litigation and a lack of cash.


PRIMARY HEALTH: Seeks To Extend Exclusivity
-------------------------------------------
The debtors, Primary Health Systems Inc. and its debtor
affiliates seek a court order further extending the exclusive
periods during which the debtors may file a plan of
reorganization and solicit acceptances thereof.
  
A hearing to consider the motion will be held on March 29, 2000
at 9:30 AM.

Since obtaining the last extension of the exclusive periods, the
debtors  have filed a motion with this court seeking the approval
for a private sale of assets for the aggregate cash price of
$62.65 million and have begun to discuss with their bank lenders
and formulate the terms of a Chapter 11 liquidating plan.  It is
expected that as part of such a plan the debtors' remaining
health care facility Deaconess Hospital will be disposed of as an
operating hospital.  The debtors have not yet had an opportunity
to complete the negotiations of their sale and to fully develop
the terms of a plan with their bank lenders, much less begin tri-
partite negotiations with the banks and the Creditors' Committee.  
The debtors request approximately 90-day extensions of each of
the Exclusive Periods through and including June 30, 2000 and
August 31, 2000, respectively.


SAFETY KLEEN: Retains Jay Alix; Interim CFO Appointment
-------------------------------------------------------
Safety-Kleen Corp. (NYSE: SK) announced the appointment of John
G. (Jack) McGregor as interim Chief Financial Officer (CFO), and
the retention of Jay Alix & Associates of Southfield, Michigan.
McGregor is a principal with Jay Alix & Associates, a nationally
recognized firm specializing in corporate turnarounds and
financial restructuring.

"In appointing Jack as CFO, the Safety-Kleen Board of Directors
has selected an experienced financial manager whose background
includes working with companies having operating and financial
difficulties similar to those facing Safety-Kleen," said David E.
Thomas, Jr., Chairman of the Safety-Kleen Board's Executive
Committee. "Jack brings a wealth of corporate and financial
experience to our management team, and his talent in turning
companies around will help ensure that we have the specific
skills necessary to meet the challenges ahead. We are working to
get this Company back on the right financial footing, and Jack
McGregor has the track record that we need to help make that
happen. In addition, Jay Alix & Associates will provide immediate
access to other principals experienced in crisis information
systems and hazardous waste operations management."

"Jack McGregor will focus his efforts on stabilizing our
financial situation in the short term and on developing a
comprehensive financial plan," said Grover Wrenn, Vice Chairman
of Safety-Kleen.

"McGregor has more than 20 years' experience in turning around
troubled companies," Wrenn said, "and he has stepped in to fill
key management roles on an interim basis for such major companies
as Memorex Telex and FoxMeyer Drug Co. Additionally, he served as
interim CEO and Chief Restructuring Officer for Philip Services
Corp., a $2.5 billion waste management and metals processing
company. McGregor was formerly a partner with the accounting firm
of Ernst & Young (Canada)."

"Safety-Kleen certainly faces significant challenges in
operations, finance and information systems," McGregor said, "but
with the management experience already in place, a dedicated
workforce of approximately 10,000 employees in the U.S. and
Canada, and the assistance of our lenders, I believe we can
develop and execute a turnaround plan. I am proud to be part of
the management team."

Safety-Kleen also announced that the Company had so far been
provided with availability of approximately $10.0 million under
the recently announced $20.0 million interim credit facility with
a group of its lenders. Mr. Thomas indicated that, "we continue
to work with our lenders to gain additional necessary
availability under this or other credit facilities. Our lenders
have requested certain detailed financial information and have
inquired about the availability of collateral to support
additional borrowings. We are working diligently to provide them
with all necessary information. Additional meetings with lenders
are expected as early as next week."


SOUTHERN PACIFIC: S&P Lowers Ratings
------------------------------------
Standard & Poor's lowered its rating on Southern Pacific Secured
Assets Corp. (SPSAC) series 1997-2, class B-1F to triple-'C' from
triple-'B' (see list). Ratings on all other SPSAC certificates
were affirmed (see list).

The class B-1F rating adjustment addresses a greatly increased
vulnerability to default within two to three months, due to the
almost complete erosion of overcollateralization balance by
losses.

SPSAC series 1997-2 classes with affirmed ratings benefit from
current and projected credit support percentages that exceed
their respective initial loss coverage requirements. All other
affirmed SPSAC classes are covered by financial guarantee
insurance from MBIA Insurance Corp. (triple-'A' FSR).

Monthly losses on the collateral backing SPSAC 1997-2 are first
absorbed by excess interest. Should losses exceed the monthly
excess interest, the difference is then directed to reduce over-
collateralization. Classes senior to the class B-1A and class B-
1F certificates are further protected from losses by the
subordination of junior classes. Classes B-1A and B-1F are the
most junior classes within their respective groups of
certificates. The issue is collateralized by two separate loan
groups, group one (adjustable rate) and group two (fixed rate).

Class B-1F is backed by a pool of fixed-rate subprime residential
home equity loans. Approximately 44% of the initial pool balance
was secured by mortgage loans to below A- quality borrowers and
about 70% by cash-out refinancings. The pool has realized losses
at a faster pace than initially anticipated, which has severely
stressed the loss protection supporting group two certificates.
The effect of the losses on class B-1F is especially pronounced
because it is supported solely by excess interest cash flow and
over-collateralization. Approximately 12.72% of the group two
collateral balance is presently in foreclosure or REO, and
US$257,333 in losses are expected to be reported with the March
25, 2000 distribution.

The mortgage collateral backing SPSAC certificates is being
serviced by either Advanta Mortgage Corp. USA or OCWEN Federal
Bank FSB, both of which are on Standard & Poor's Approved
Servicer List. The seller, Southern Pacific Funding Corp., is now
defunct, Standard & Poor's said.


USN COMMUNICATIONS: Putnam Investments Reports Holdings
-------------------------------------------------------
While Marsh & McLennan Companies, Inc. no longer hold shares of
common stock in USN Communications Inc., Putnam Investments, Inc.
beneficially owns 4,000 such shares with shared voting power, and
212,040 shares with shared dispositive power.  This represents
7.1% of the outstanding common stock of USN Communications Inc.

Putnam Investment Management, Inc. shares dispositive power over
200,040 of the shares, representing 6.7% of the outstanding
common stock of the company.

The Putnam Advisory Company, Inc. shares voting power over 4,000
shares, and dispositive power over 12,000 shares, which amount
represents 0.4% of USN Communication's outstanding common stock.


WILLIS LEASE FINANCE: Benson Associates Reports Holdings
--------------------------------------------------------
Benson Associates, LLC holds 694,759 shares of the common stock
of Willis Lease Finance Corporation, exercising sole voting and
dispositive power. The shares constitute 9.39% of Willis'
outstanding common stock.

Benson Associates, LLC, an investment adviser, disclaims
beneficial ownership of the securities held by it in a fiduciary
capacity.


WORLDWIDE DIRECT: Seeks To Resolve Disputes With Fletcher Int'l
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the debtors,
Worldwide Direct, Inc., et al. seek court authority for the
Committee, the debtors, the Indenture Trustees, and SmarTalk  to
enter into an agreement with Fletcher International Ltd.
Resolving all disputes and allowing certain claims of Fletcher.

Fletcher filed a proof of claim asserting claims in excess of $39
million and further asserting liens and security interests to
secure all or a portion of those claims.

The major terms of the agreement provide that on the Effective
Date, the debtors shall pay to Fletcher the amount of $1.5
million in cash or immediately available funds from the "Fletcher
Reserve" as defined in the pending plan, in full settlement of a
portion of the Fletcher claims asserted as secured claims.  On
the Effective Date, Fletcher shall also be granted an allowed,
non-subordinated, non-priority general unsecured claim against
SmarTalk in the amount of $7 million.  Fletcher shall transfer
and assign the Allowed Unsecured Claim to CoMac Partners in
exchange for $2.1 million in cash.  Fletcher shall also withdraw
its reorganization plan.


BOND PRICING: For Week of March 20, 2000
========================================
DLS Capital Partners, Inc. bond pricing for week of March 20,2000
To: TCR@bankrupt.com
X-Mailer: AOL 3.0 for Windows 95 sub 64

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07             13 - 15(f)
Ameriserve 8 7/8 '06              12 - 14 (f)
Asia Pulp & Paper 11 3/4 '05      85 - 87
E & S Holdings 10 3/8 '06         38 - 41(f)
Fruit of the Loom 8 7/8 '06        4 - 6(f)
Genesis Health 9 3/4 '05           9 - 11
Geneva Steel 11 1/8 '01           21 - 22(f)
Globalstar 11 1/4 '04             40 - 42
Hechinger 9.45 '12                 3 - 5(f)
Integrated Health 9 1/4 '08        2 - 4(f)
Iridium 14 '05                     1 - 2(f)
Loewen 7.20 '03                   44 - 46(f)
Paging Network 10 1/8 '07         72 - 74(f)
Pathmark 11 5/8 '02               33 - 36
Pillowtex 10 '06                  32 - 34
Revlon 8 5/8 '08                  42 - 44
Rite Aid 6.70 '01                 61 - 63
Servive Merchandise 9 '04         12 - 13(f)
Sunbeam 0 '18                     14 - 15
TWA 11 3/8 '06                    33 - 34
Vencor 9 7/8 '08                  21 - 23(f)


                 *********

S U B S C R I P T I O N   I N F O R M A T I O N Troubled Company
Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
e-mail. Additional e-mail subscriptions for members of the same
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are $25 each. For subscription information, contact Christopher
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