TCR_Public/000328.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Tuesday, March 28, 2000, Vol. 4, No. 61  
                            
                  Headlines

AGRIBIOTECH: Announces $250,000 Offer for Shares
AMBASE CORP: Reports 1999 Net Loss of $4.5 Million
BIGSBY & KRUTHERS: Case Summary and 20 Largest Creditors
BREED TECHNOLOGIES: Chairman Part of a Group Seeking Acquisition
BUSH LEASING: Opposes Motion To Appoint Chapter 11 Trustee

CANADIAN AIRLILNES: Plan Contemplates Air Canada as Parent
CANADIAN AIRLINES: Secured Noteholders Reject Air Canada Proposal
CLARIDGE HOTEL: Announces 1999 Financial Results
CPS: Court Approves Manatron's Bid For Selected Assets
EAGLE FOOD: Taps Schottenstein Bernstein Capital Group

EXCELSIOR-HENDERSON: Announces Agreement On Proposed Plan
FRONTIER INSURANCE: Downgrade of Preferred Securities To "Caa"
FRONTIER INSURANCE: S&P Lowers Preferred Stocks
HARNISCHFEGER: Seeks Court authority To Sell Oregon Property
MARINER: Committee Taps Chanin Capital Partners

MERIT ENERGY: Appointment of Receiver/Manager Adjourned
METROTRANS: Order With Regard To Sale of Bus Pro Facility
MIDCON OFFSHORE: Final Accounting; Discharge of Trustee
OMNA MEDICAL: Case Summary and 21 Largest Consolidated Creditors
PENN TRAFFIC: Announces 25.4% EBITDA Increase in 4th Quarter

PENNCORP FINANCIAL: Board Selects Recapitalization Transaction
PROTECTION ONE: Moody's Investors Service Downgrades Notes
PROTEVA: Purchasers Claim They Were Victims of Fraud
RAYTECH CORP: Announces 1999 Results
RDM SPORTS: Hearing on Sale of Olney Property

SOUTHERN MINERAL: Applies for Order To Retain Petrie Parkman
SOUTHERN PACIFIC: Fitch IBCA Lowers Ratings
SUPERIOR NATIONAL: Units Rated 'R'
SWIFT CREEK: Case Summary and 17 Largest Unsecured Creditors
T&W FINANCIAL: Winds Down Operations

TELEGEN: Court Approves Up to $29 Million in Additional Offerings
UNITED COMPANIES: Moody's Downgrades Five Subordinate Classes
VISTA GOLD: 1999 Results and New Ore Reserves at Hycroft
WASTE MANAGEMENT: Announces Financial Results

Meetings, Conferences and Seminars

                  *********

AGRIBIOTECH: Announces $250,000 Offer for Shares
------------------------------------------------
AgriBioTech Inc. announced that its outstanding shares of common
stock are the subject of a "mini-tender offer" by New World
Liquidity Fund.

The offer, directed at the Company's shareholders, is for the
purchase of up to 1 million shares of the outstanding common
stock of ABT at $.25 per share. Offers of this type are sometimes
referred to as "mini-tenders" because the offeror seeks to
purchase less than 5% of the outstanding stock of the target
company.

"We express no opinion regarding the New World offer, and we are
remaining neutral with respect to the offer," said William A.
Brandt, who is the court-appointed responsible person for the
Company. In addition, Development Specialists Inc. (of which
Brandt is a principal) serves as the court-approved
reorganization consultant to ABT.

The Company filed for Chapter 11 bankruptcy protection on Jan.
25, 2000. AgriBioTech Inc. is a vertically integrated, full-
service seed company specializing in the forage and turfgrass
sector, complete with research and development of proprietary
seed varieties, seed processing plants, and a national and
international distribution and sales network.


AMBASE CORP: Reports 1999 Net Loss of $4.5 Million
--------------------------------------------------
AmBase Corporation announced a net loss of $1,333,000 or $0.03
per share for the fourth quarter ended December 31, 1999.  For
the full year ended December 31, 1999, AmBase reported a net loss
of $4,515,000 or $0.10 per share.

For the fourth quarter ended December 31, 1998, the Company
recorded a net loss of $1,525,000 or $0.03 per share.  For the
full year ended December 31, 1998, AmBase reported net income of
$181,000.  The 1998 full year results include other non-recurring
income of $2,548,000, principally attributable to the receipt of
$2,500,000 in connection with the Home Holdings Bankruptcy Plan.
Excluding the non-recurring other income, the Company would have
reported a net loss of $2,367,000 for the 1999 full year period.

At December 31, 1999, the Company's assets consisted principally
of $46 million of cash and cash equivalents and investments in
U.S. Treasury Bills with maturities of less than one year.  At
December 31, 1999, the Company's liabilities and reserves of $77
million, including reserves for certain contingent liabilities,
exceeded total recorded assets of $48 million by approximately
$29 million.  The Company has significant alleged tax liabilities
and is a defendant in number of lawsuits and proceedings, the
ultimate outcome of which could have a material impact on its
financial condition and results of operations.

A more complete discussion of the Company's affairs is included
in AmBase Corporation's Annual Report on Form 10-K for the year
ending December 31, 1999, to be filed with the Securities and
Exchange Commission. The Company also announced that it has fixed
the close of business on Friday, April 7, 2000 as the record date
for the upcoming 2000 Annual Meeting of Stockholders of AmBase
Corporation, which will be held at 9:0O a.m. Eastern Daylight
Time, on Friday, May 19, 2000, at the Greenwich Library, Cole
Auditorium, 101 West Putnam Avenue, Greenwich, CT.


BIGSBY & KRUTHERS: Case Summary and 20 Largest Creditors
--------------------------------------------------------
Debtor: Bigsby and Kruthers, Inc.
        1750 North Clark
        Chicago, IL 60614

Petition Date: February 2, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-03047

Judge: Eugene R. Wedoff

Debtor's Counsel: Daniel A. Zazove
                  Field & Golan
                  70 West Madison Street
                  Suite 1500
                  Chicago, Illinois 60602
                  (312) 2632300

Total Assets: $  4,077,105
Total Debts:  $ 15,564,249

20 Largest Unsecured Creditors

Andrew and Suzanne
Co., Inc.            Merchandise     $ 58,130

Billboards           Professional
                     Services        $ 59,934

CIT Group                      
1211 Avenue of
Americas
New York, NY 10036
Mike DeLorme
(212) 382-6861       Merchandise    $ 512,525

Cantonl ITC USA      Merchandise    $ 123,370

Delotte & Touche     Prof Svcs       $ 70,000

GMAC                 
1290 Avenues of America
New York, NY 10104
Mitch Umanoff
(212) 408-7333        Merchandise   $ 747,441

Hugo Boss
645 Fifth Avenue
New York, NY 10022
Clay Gurnett
(212) 940-0668        Merchandise   $ 399,936

Jacqueline Hayes      Profesional
& Associates          Services       $ 55,000

Johnstons of Elgin    Merchandise    $ 60,785

Maximara              Merchandise   $ 119,812

Metropolitan Life
Insurance Co.         Rents          $ 75,000

Mid-America Asset
Mgmt Corp.
Two Mid-America Plaza
Suite 330
Oakbrook Terrace
IL 60181
Robin Nack
(203) 5326014         Rents         $ 296,994

Rene Lezard Fashion   Merchandise    $ 52,532

Schultz & Chez        Prof. Svcs     $ 67,486

Sharon Kahn -         Professional
Stone Real Estate     Services       $ 48,459

Tuscany & Company     Merchandise    $ 76,665

Vestimenta            Merchandise    $ 94,677

Water Tower Joint
Venture
PO Box 93892
Chicago, IL 60673
Bob Powell
(312) 915-3810        Rents         $ 348,592

Westcoast Estates
2171 Northbrook Court
Northbrook, IL 60062  Rents          $ 75,962

Zegna                 Merchandise    $ 97,226


BREED TECHNOLOGIES: Chairman Part of a Group Seeking Acquisition
----------------------------------------------------------------
BREED Technologies, Inc. (OTCBB:BDTTQ) announced that its Board
of Directors has received a proposal from a group of investors,
which includes BREED's Chairman of the Board and Chief Executive
Officer, Johnnie Cordell Breed, to purchase substantially all of
the assets of the Company. No details of the proposal have been
released. BREED is continuing to pursue several options
to emerge from its chapter 11 bankruptcy case, including, the
sale of the business to one or more third parties or the
reorganization of the business.

BREED Technologies, one of the world's most fully integrated
suppliers of complete automotive occupant safety systems, has
approximately 16,000 employees in 42 facilities around the world.


BUSH LEASING: Opposes Motion To Appoint Chapter 11 Trustee
-----------------------------------------------------------------
The debtor, Bush Leasing, Inc. filed a Memorandum in opposition
to General Motors Acceptance Corporation's motion to appoint a
Chapter 11 Trustee.

The debtor states that it has made steady progress in setting its
financial and information records straight, has generated
positive cash flow from its operations, has paid its secured
lenders almost $12 million in adequate protection payments, and
has positioned itself for a competitive sale of its long-term
lease portfolio.  

The debtor states that GMAC's motion is, at best, premature. The
active involvement in this case of the secured lenders, including
GMAC is beyond dispute.  The debtor has received a letter of
intent as an initial bid on the portfolio.  The Debtor states
that GMAC's allegations of fraud are exaggerated.   The debtor
states that it has made all payments due and owing to theonly
lending institution where it is acting as agent on behalf of a
lender.  In all other circumstances, the debtor remains a lessee
with respect to written equipment lease agreements which are
simply in default.  There has been no fraud or conversion with
respect to any of these transactions.

The debtor states, "Even if there is evidence of mismanagement,
it does not establish fraud or any other grounds for appointment
of a trustee."

BMAC also points to the debtor's failure to pay over to the
applicable lender the proceeds from the sale of vehicles to
lessees and obtain lien releases and certificates of title from
the lenders.  The debtor states that it has worked diligently to
resolve this problem, without much cooperation from the lenders.

Finally, the debtors claim that the incidences of mismanagement
are not gross, and that GMAC has failed to articulate sustainable
grounds for the appointment of a trustee.


CANADIAN AIRLILNES: Plan Contemplates Air Canada as Parent
----------------------------------------------------------
Canadian Airlines Corporation announces that the United States
Bankruptcy Court for the District of Hawaii has granted an Order
under section 304 of the U.S. Bankruptcy Code in respect of
Canadian Airlines International Ltd.. This Order follows an Order
granted earlier today by the Court of Queen's Bench of Alberta
under the Companies' Creditors Arrangement Act ("CCAA") in
respect of the Corporation and Canadian Airlines. Section 304 of
the U.S. Bankruptcy Code provides a process whereby the United
States court will give effect to the Alberta Court's jurisdiction
under the CCAA with the protection of the United States Court.

These filings are part of the process of restructuring the debt
and other obligations of Canadian Airlines. Canadian Airlines
entered these filings with the support of a substantial number of
secured creditors and aircraft lessors with interests in
approximately 80% of its fleet.

Under the terms of the two orders, the Corporation will present a
Plan of Arrangement, setting out the terms of the restructuring
of its debt and other obligations, to creditors and the Courts
within 30 days. Creditor meetings to approve the Plan of
Arrangement are expected to be held in early May. The orders stay
any proceedings against the Corporation or Canadian
Airlines, and ensure that no pre-emptive action can be taken by
creditors to disrupt the significant progress to date in
negotiations with senior creditors.

The Plan contemplates that Canadian Airlines will become a wholly
owned subsidiary of Air Canada upon completion.  It is likely
that shareholder interests will also be compromised. As such,
there can be no assurances as to what level of consideration, if
any, will be offered to shareholders of Canadian Airlines
Corporation as part of the process.


CANADIAN AIRLINES: Secured Noteholders Reject Air Canada Proposal
-----------------------------------------------------------------
On March 24, 2000, holders of (US) $175 million in Senior Secured
Notes issued by Canadian Airlines announced that they are
rejecting a proposal from Air Canada/Canadian Airlines and are
taking steps to protect and preserve the assets of Canadian
Airlines charged in their favour in order to secure the monies
owed to them by the company.

Canadian Airlines' preliminary plan proposes that secured
creditors' debt be written down to fair market value of the
underlying security. The fair market value of the assets held as
security by the holders of Senior Secured Notes is approximately
(US) $200 million in excess of the amount owed to the holders of
such Notes. Notwithstanding the proposed treatment of other
secured creditors, the Air Canada group is proposing to pay the
holders of Senior Secured Notes less than the fair market value
of the charged assets.

The Air Canada group proposes that the holders of Senior Secured
Notes debt be reduced to 92% of the principal amount of the Notes
and waive the interest owed to them. The Air Canada group is
requesting that the holders of Senior Secured Notes take a
discount in excess of (US) $20 million or (CDN) $30 million,
notwithstanding that the key operational assets they hold as
security are valued significantly in excess of the amounts owed
to the holders of Senior Secured Notes.

The steering committee for the holders of Senior Secured Notes
have rejected this proposal. The Air Canada/Canadian Airlines
plan will allow the holders of Senior Secured Notes to realize on
the assets. The Noteholders are prepared to take the charged
assets and have incorporated "Air International Parts
Corporation" to commence the realization process concerning the
key operational assets.

The Senior Secured Noteholders are committed to being repaid in
full on all monies owed to them, approximately (US) $184 million,
or to taking steps to realize on the key operational assets of
Canadian Airlines. Representatives of the holders of Senior
Secured Notes will be working with the Court-appointed Monitor of
Canadian Airlines' CCAA restructuring process to design systems
that will ensure that the security value of the Senior Secured
Noteholders does not erode in the short term. The representatives
will also work with the Monitor to pursue arrangements and a
schedule under which the Senior Secured Noteholders would be able
to realize on the key operational assets of Canadian Airlines.

Mr. Geoffrey Morawetz of the law firm of Goodman Phillips &
Vineberg, representing the Trustee for the Senior Secured
Noteholders, said, "We are pleased that the Court has recognized
the need for the Monitor to work with representatives of the
Senior Secured Noteholders and to take into account the
unique needs of the secured creditors who hold security on the
key operational assets of Canadian Airlines."

The holders of Senior Secured Notes are, therefore, moving to
protect the key operational assets of Canadian Airlines charged
in their favour. These assets include Canadian Airlines' spare
engines and parts; its ground equipment; its communications
equipment which links ramp, maintenance and other personnel;
fuel; inventory; food and beverages; catering supplies and galley
equipment. The Notes are also secured by Canadian Airlines' key
operational centres in Vancouver and Calgary and by its three
aircraft hangers at Lester B. Pearson International Airport. The
holders of the Senior Secured Notes also hold the shares of
Canadian Regional Airlines, a wholly owned subsidiary of Canadian
Airlines which has annual revenues of approximately (CDN) $600
million.

In 1998, the independently appraised value of the collateral
totaled approximately (US) $380 million, some (US) $200 million
more than the principal amount outstanding to the holders of
Senior Secured Notes. The holders of these Notes have been
advised that the fair market value of the collateral today is
substantially the same or better than the value in 1998. A senior
officer of Canadian Airlines has certified the fair market value
of the collateral was in excess of (US) $300 million as recently
as December 1999.


CLARIDGE HOTEL: Announces 1999 Financial Results
------------------------------------------------
The Claridge Hotel and Casino Corporation ("Corporation"),
operator of the Claridge Casino Hotel here, today announced its
1999 financial results.

The Corporation reported a Net Loss for the year ended December
31, 1999, of $38.2 million.  The Corporation's Income Before
Reorganization Items and Income Taxes was $531,000.  
Reorganization Items included an expense of $1.3 million
for professional fees, $142,000 of interest income from
accumulated cash and a $37.6 million provision for impairment of
the Expandable Wraparound Mortgage receivable.  The provision for
impairment was recorded due to the need to write-down the balance
of the Expandable Wraparound Mortgage receivable to its estimated
realizable value in view of the voluntary bankruptcy filings of
the Corporation, its subsidiary The Claridge at Park Place, Inc.,
and Atlantic City Boardwalk Associates, L.P., the Expandable
Wraparound Mortgage mortgagee.  The Corporation's net loss for
the year ended December 31, 1998, was $9.4 million.

For the quarter ended December 31, 1999, the Corporation reported
a net loss of $39.2 million.  The provision for impairment of the
Expandable Wraparound Mortgage was recorded in the fourth quarter
of 1999.  The net loss for the fourth quarter of 1998 was $5.4
million.

On August 16, 1999, The Claridge Hotel and Casino Corporation and
The Claridge at Park Place, Incorporated filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code in order
to facilitate a financial restructuring. Therefore, beginning on
August 16, 1999, the Corporation ceased to record interest
expense related to its 11 3/4% First Mortgage Notes.  Interest
expense for the Notes, for the period August 16, 1999 to December
31, 1999, would have been $4.2 million.

Earnings before interest, taxes, depreciation and amortization,
when adjusted to eliminate the effects of the related limited
partnership structure ("Adjusted EBITDA"), was $10.7 million for
the full year of 1999 compared to $ 8.6 million for 1998.  
Adjusted EBITDA for 1999 included the effect of the
receipt of the settlement of Claridge's claim against the general
contractor that built its self-parking garage, as well as the
professional fee expense related to the reorganization.  Adjusted
EBITDA for the fourth quarter of 1999 was $366,000 compared to
$481,000 for the comparable period in 1998.

The Claridge Hotel and Casino Corporation, through its
subsidiary, The Claridge at Park Place, Incorporated, operates
the Claridge Casino Hotel in Atlantic City.  The casino hotel
opened in July 1981 and has 59,000 square feet of casino gaming
space.  The Claridge Hotel and Casino Corporation is a
closely-held public corporation.  Its Corporate Bonds are
publicly traded on the New York Exchange under the symbol CLAR02.


CPS: Court Approves Manatron's Bid For Selected Assets
------------------------------------------------------
Manatron, Inc. (Nasdaq: MANA) announced that the Northern
District of Texas' U.S. Bankruptcy Court in Dallas has approved
Manatron's bid for the purchase of selected assets and the
assumption of certain contracts of Dallas-based CPS Systems, Inc.
(CPS). Manatron successfully bid $1.8 million in cash for the
Florida, Texas, Oklahoma, Colorado, and North Carolina property
tax, appraisal and integrated voice response source code,
software support and licensing agreements, and other related
assets at a March 24th auction conducted by the Bankruptcy
Trustee for CPS.  These operations have recurring annual
revenues of $2.3 million from approximately 60 client counties,
the majority of which are in Florida.  Manatron expects to close
the transaction and begin operations of this business subsequent
to a final court hearing on March 30.

CPS filed a voluntary petition for protection under Chapter 11 of
the Federal Bankruptcy Code on January 19.  Prior to filing for
bankruptcy, CPS, which was founded in 1975, served more than 200
customers through offices in seven states and reported revenue of
$5.1 million for the first nine months of 1999.  The remaining
assets of CPS were awarded to other bidders.

Paul Sylvester, Manatron's President and Chief Executive Officer,
stated, "The CPS Systems operations we acquired are very
complementary to our business and contiguous geographically to
the markets we presently serve.  The Florida operation serves 35
out of 67 counties in the state, including Okaloosa, Orange,
and Broward.  Florida is a market that we were interested in but
would have taken several years to obtain this kind of presence.  
We are very excited by the opportunities and synergies created by
this acquisition, but our first two priorities are reaching out
to CPS's employees and customers."

"Before we placed our bid, we met with a number of CPS employees
in Florida and Texas.  From the start, we were very impressed
with their level of expertise, their commitment to quality, their
work ethic, and particularly their attitude during this trying
time.  Many of these people were also in the process of
developing a new client/server property tax system for the
country that incorporates many of the same tools and techniques
we are using with our MVP Tax initiative.  We expect to hire
approximately 25 people and utilize the existing CPS office in
Tampa.  We also are in the process of finding an office in Dallas
for the employees that will support the Oklahoma and Texas
customers."

"In addition, we have met with a number of CPS's customers,
including the Florida user group, and are very excited about
working with them.  We plan on meeting with them this week to get
more acquainted and jointly plan a smooth transition.  I think
they will find in Manatron the corporate culture and stability
they are likely looking for in a vendor.  In addition, there are
definite opportunities to market our ProVal appraisal system,
Internet products, and registered deeds indexing and recording
systems."

Paul Sylvester concluded, "When you consider the quality of the
employees and the customers that we are combining with those
already in place at Manatron, we believe that this acquisition is
a significant step toward our goal of becoming the leading
provider of property tax and appraisal systems nationwide.
In addition, we believe that the CPS operations could be
accretive to earnings for fiscal 2001, which begins May 1st."

Manatron, Inc. designs, develops, markets and supports a family
of web- based and client/server application software products for
county, city and township government.  


EAGLE FOOD: Taps Schottenstein Bernstein Capital Group
------------------------------------------------------
The debtor, Eagle Food Centers, Inc. seeks to employ and retain
Schottenstein Bernstein Capital Group, LLC as store closing
consultant with respect to the three closing stores located in
Indiana.


EXCELSIOR-HENDERSON: Announces Agreement On Proposed Plan
---------------------------------------------------------
Excelsior-Henderson Motorcycle Motorcycle Manufacturing Company
announced it had reached an agreement with E. H. Partners
regarding a proposed plan of reorganization in its Chapter 11
Bankruptcy case. The Company anticipates it will file the
proposed plan of reorganization in the near future. A term sheet
regarding the proposed plan has been filed with the Bankruptcy
Court in connection with a pending motion. Key creditor groups
also support the proposed plan.

Under the proposed plan, the Company will receive a substantial
capital infusion from E.H. Partners. The proposed plan will
provide that on its effective date, the Company's outstanding
securities will be deemed cancelled and terminated, and the
Company's obligations thereunder will be discharged. The
proposed plan will not provide for the Company's current
stockholders to retain or obtain any equity interest in the
Company going forward. On the effective date, it is also
anticipated that (i) the Company will receive a new equity cash
infusion from E.H. Partners, (ii) secured creditors will receive
restructured notes and (iii) unsecured creditors will receive,
among other things, a pro-rata distribution of cash and the right
to receive certain royalties based on the Company's gross sales,
subject to a maximum amount. E.H. Partners will own all of the
issued and outstanding equity of the Company following the
effective date.

The Company anticipates it will be filing a current report on
Form 8-K within the next two weeks with further details regarding
the proposed plan. The very brief summary set forth above is
qualified in its entirety by reference to the proposed plan, a
copy of which will be included in its Form 8-K. The proposed
plan has not been approved by the Bankruptcy Court and is
preliminary and subject to change. Effectiveness of the proposed
plan is subject to confirmation by the Bankruptcy Court.


FRONTIER INSURANCE: Downgrade of Preferred Securities To "Caa"
-------------------------------------------------------------
Moody's Investors Service has lowered its rating on the trust
preferred securities of Frontier Financing Trust -- a special-
purpose capital funding vehicle of Frontier Insurance Group, Inc.
(Frontier) -- to "caa" from "b1". The rating action follows
Frontier's Insurance Group's recent announcement that it is
deferring the dividend payable April 15, 2000. The rating outlook
remains negative.

This action follows a downgrade in November, 1999. At that time,
Moody's cited the company's third quarter $136 million pre-tax
charge related primarily to reserve strengthening on its medical
malpractice business and to a lesser degree on its general
liability book of business. Moody's further noted the company's
poor operating performance over the past two years, most notably
within its core medical malpractice business, its heightened
financial leverage and diminished financial flexibility as
considerations in the downgrade. While the company has taken a
number of steps to identify and address the problems underlying
its medical malpractice business, the insurer's data collection
and control structure have not yet been effective in monitoring
and pricing this business. Although the volume of medical
malpractice business has been reduced in 1999, the decline has
been more than offset by increased writings of new programs and
business that contain limited claims experience and limited
pricing credibility, and whose ultimate profitability will emerge
only over time. Moody's believes there is continued uncertainty
surrounding the adequacy of Frontier's reserves given the long
tail nature of much of Frontier's business coupled with the
competitive pricing environment. Further, substantive
improvements to Frontier's operating performance will be
difficult to achieve given the significant competition from
larger insurers in each of the group's major business lines and
by difficulties the company may face in maintaining the
confidence of its distribution force. Moody's expects that the
group's financial leverage will remain aggressive.

Frontier Insurance Group, Inc., based in Rock Hill, New York, is
engaged through its subsidiaries in underwriting specialty lines
of insurance on both an admitted and non-admitted basis,
including health-related professional liability, general
liability, and surety coverages. Frontier Insurance Group
reported a net loss of $187.8 million for the year ended December
31, 1999. The group's 1999 GAAP combined ratio was 133.2%, and
its net written premiums for the year increased 28% over the
prior year.


FRONTIER INSURANCE: S&P Lowers Preferred Stocks
-----------------------------------------------
Standard & Poor's lowered its preferred stock rating on Frontier
Financing Trust, which is fully guaranteed by Frontier Insurance
Group, Inc., to single-'C' from triple-'C'-plus. The preferred
stock rating remains on CreditWatch, where it was placed on March
17, 2000, with negative implications. At the same time, Standard
& Poor's has removed from CreditWatch with negative implications
and suspended its single-'B'-plus counterparty credit rating on
Frontier Insurance Group, Inc. and its double-'B'-plus
counterparty credit and financial strength ratings on Frontier's
subsidiaries, Frontier Insurance Co., Frontier Pacific Insurance
Co., United Capitol Insurance Co., and Regency Insurance Co.
(NC).

These ratings are now 'NR' or not rated.

These rating actions follow Frontier's announcement on March 23,
2000, that it is deferring payment of dividends on its 6.25%
Convertible Trust Originated Preferred Securities. The date of
the next scheduled payment is April 15, 2000.

The ratings suspension reflects Standard & Poor's concern about
the quality and quantity of information that Frontier management
is providing.


HARNISCHFEGER: Seeks Court authority To Sell Oregon Property
------------------------------------------------------------
The Debtors ask Judge Walsh to approve their sale of real
property located at 60005 Northeast 82nd Avenue, Portland, Oregon
for $1,800,000, to 12th Trust and Holman Trust.  As part of the
sale, Holman will lease back to Beloit a small section of the
building that will continue to house the Beloit Field Service
operation for the northwest region of America.  The Debtors
listed the property for $2,300,000, but after six months the
Holman offer was the best they received. (Harnischfeger
Bankruptcy News Issue 21; Bankruptcy Creditor's Service Inc.)


MARINER: Committee Taps Chanin Capital Partners
-----------------------------------------------
The Official Committee of Creditors Holding Unsecured Claims
applied for authority to employ Chanin Capital Partners LLC as
its financial advisors.

The firm will render the following services:

Analysis of the debtors' operations, business strategy and
competition in each of its markets;

Analysis of the debtors' financial condition, business plans,
operating forecasts, management and the prospects for future
performance;

Financial valuation of the ongoing operations of the debtors;

Assistance to the Committee in developing, evaluating,
structuring and negotiating the terms and conditions of a Chapter
11 plan for the debtors;

Analysis of potential divestitures of the debtors' operations;
and

Provision to the Committee of such other financial advisory
services with respect to the debtors as requested by the
Committee, including without limitation, valuation, and advise
with respect to financial, business and economic issues that may
arise during the course of the Chapter 11 cases.

The debtors will pay Chanin a monthly advisory fee of
$150,000 for its services.


MERIT ENERGY: Appointment of Receiver/Manager Adjourned
-------------------------------------------------------
Merit Energy Ltd. ("Merit") announced on March 24, 2000 that the
application brought by the National Bank of Canada and Bank One
before the Court of Queen's Bench of Alberta to terminate the
previously granted order under the Companies' Creditors
Arrangement Act (Canada) ("CCAA") and to appoint Arthur Andersen
Inc. as Receiver/Manager of Merit has been adjourned until 9:00
a.m. (Calgary time) on March 29, 2000.  Merit continues to pursue
strategic alternatives to settle its obligations to its
creditors, and to maximize shareholder value, within the Court
supervised process pursuant to the CCAA.


METROTRANS: Order With Regard To Sale of Bus Pro Facility
---------------------------------------------------------
The US Bankruptcy Court for the Northern District of Georgia,
Newnan Division, entered an order establishing a hearing date
with regard to the sale of the Bus Pro facility on April 12, 2000
at 10:00 AM.

The debtors are seeking authority to sell the real property
pursuant to the terms of a sale contract with Peach State
acceptance corporation. The Bus Pro facility is subject to ad
valorem tax liens and security deed in favor of Bank of America,
NA.  The purchase price is $1.55 million payable in cash at
closing.  The closing date is not later than May 1, 2000.


MIDCON OFFSHORE: Final Accounting; Discharge of Trustee
-------------------------------------------------------
The US Bankruptcy Court for the Southern District of Texas
approved the Trustee's final report and final accounting and
discharged her from her duties as Chapter 11 Trustee for Midcon
Offshore, Inc.


OMNA MEDICAL: Case Summary and 21 Largest Consolidated Creditors
----------------------------------------------------------------
Debtor: Omna Medical Partners, Inc.
        2255 Glades Road, Suite 219A
        Boca Raton, FL 33431

Petition Date: March 24, 2000  Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01493

Debtor's Counsel: Normal L. Pernick
                  J. Kate Stickles
                  Saul, Ewing, Remick & Saul, LLP
                  222 Delaware Avenue, Suite 1200
                  Wilmington, DE 19801
                  (302) 421-6825

Total Assets: $ 50 to 100 million
Total Debts:  $ 50 to 100 million

21 Largest Consolidated Creditors

McDermott, Will
& Emory               Legal Svcs        $ 246,106

Crisswell, Blizzard
& Blouln              Archt Svcs        $ 140,614

Nikmehr Properties,
LLC                   Landlord           $ 96,704

Wyeth-Ayerst
Pharmaceuticals       Supplies           $ 75,065

Wilkie, Farr
& Gallagher           Legal Svcs         $ 59,130

Medic Computer        Computer Program
Systems               for Billing        $ 46,889

Cananwill             Insurance          $ 32,479

Martin Friedman
Graphic Design        Graphic Designer   $ 32,421

Readers Digest        Mktg Services      $ 31,116

Arthur Anderson       Acctg. Services    $ 30,000

Diagnostic Imaging,   X-Ray Services
Inc.                  and Supplies       $ 27,676

Comforce.com f/ka     Temporary Staffing
Uniforce Staffing     Services           $ 25,074

Office Depot          Office Supplies    $ 19,432

McKesson General
Medical               Medical Supplies   $ 14,430

Inacom Information    (Hardware & Software)
Systems               Computers          $ 13,214

Physician Sales &
Service, Inc.         Medical Supplies   $ 12,675

National Linen
Service               Supplies           $ 11,900

Pace Communications   Mktg Services      $ 11,700

Oratec Interventions,
Inc.                  Medical Supplies   $ 10,863

Staffing Now, Inc.    Temporary Staffing
                      Services            $ 9,995

The Lloyd Company
ASC                   Marketing           $ 9,246


PENN TRAFFIC: Announces 25.4% EBITDA Increase in 4th Quarter
------------------------------------------------------------
The Penn Traffic Company announced that EBITDA for the fourth
quarter ended January 29, 2000 was $31.5 million, compared to
$25.2 million in the prior year, an increase of 25.4 percent.

Revenues for the fourth quarter were approximately $625.7 million
compared to $690.5 million a year ago, a decrease of 9.4 percent.
Revenue comparisons are affected by store closures and sales
completed between November 1998 and May 1999. Same store sales
decreased 0.7 percent in the fourth quarter.

Net income excluding amortization of excess reorganization value
and an unusual item was $4.9 million or $.24 per share in the
fourth quarter. During the quarter, the Company recorded a
noncash charge of$25.6 million for amortization of excess
reorganization value and an unusual item of $3.5 million
(net of tax) associated with the restructuring of certain
executive compensation agreements. The amortization of excess
reorganization value is a noncash charge related to the Company's
recent financial restructuring that will end during calendar year
2002. After deduction of these items, the Company reported a net
loss of $24.2 million or $1.21 per share.

During the period from August 1999 to February 2001, Penn Traffic
expects to complete approximately 30 major store projects and
to make significant investments in distribution, manufacturing
and technology.

The Penn Traffic Company operates 211 supermarkets in
Pennsylvania, upstate New York, Ohio, Vermont and West Virginia
under the "Big Bear," "Big Bear Plus," "Bi-Lo Foods," "P&C
Foods," and "Quality Markets" trade names. Penn Traffic also
operates wholesale food distribution businesses serving 85
licensed franchises and 72 independent operators.
As a result of the completion of the Company's plan of
reorganization, Penn Traffic adopted "fresh-start reporting" on
June 26, 1999.

Same store sales for the Company's supermarkets decreased 0.7%
during the fourth quarter ended January 29, 2000. Same store
sales for the Company's supermarkets decreased 1.5% for the 52-
week period ended January 29, 2000. At January 29, 2000, the
Company operated 210 supermarkets with 8,910,898 total square
feet.


PENNCORP FINANCIAL: Board Selects Recapitalization Transaction
--------------------------------------------------------------
PennCorp Financial Group, Inc. (NYSE: PFG) announced that its
Board of Directors has selected a recapitalization transaction
proposed by Inverness/Phoenix Capital LLC and Vicuna Advisors,
LLC on behalf of the unofficial ad hoc committee of preferred
stockholders, and Bernard Rapoport and John Sharpe as the final
accepted offer pursuant to the bidding procedures approved by the
Delaware Bankruptcy Court last month.  The selection of the
recapitalization transaction was approved by the Delaware
Bankruptcy Court at a hearing today.

Inverness and Vicuna currently represent 45.8 percent of the
holders of the Company's two outstanding series of preferred
stock.  Messrs. Rapoport and Sharpe have committed to invest a
total of $23 million in the recapitalized company, and Inverness
and Vicuna have committed to fully underwrite a total $ 24.5
million rights offering of equity in the recapitalized company.  
As a result, the Company will not proceed with the previously
announced proposed sale of Southwestern Life Insurance Company
and Security Life and Trust Insurance Company to Reassure America
Life Insurance Company.  Pursuant to its agreement with Reassure
America, the Company is obligated to pay Reassure America, upon
consummation of the recapitalization transaction, a termination
payment of $5.2 million plus reimbursement of expenses not to
exceed $800,000. The Official Committee of Unsecured Creditors
appointed in the Company's Chapter 11 case supports the Board's
decision.

The Company has received irrevocable commitments from holders of
approximately 71 percent of the Company's two outstanding series
of preferred stock that they will vote in favor of the proposed
recapitalization transaction upon solicitation by the Company
which when voted will satisfy the voting requirements for
confirmation of the plan of reorganization.  The Company also
reports that to date, Inverness, Vicuna, Mr. Rapoport and Mr.
Sharpe have deposited $47.5 million into an escrow account, and
that those funds will be used to make their respective committed
equity investments in the recapitalized company once the
recapitalization transaction is consummated.  A portion of such
funds may be forfeited to the Company under certain
circumstances.

The proposed recapitalization transaction provides that the
preferred stockholders will receive one share of common stock of
the reorganized company for each share of outstanding preferred
stock.  In addition, the preferred stockholders will have an
opportunity pursuant to the rights offering to purchase .3787
shares of common stock of the reorganized company for each share
of outstanding preferred stock owned at a purchase price of
$12.50 per share. Under the proposed recapitalization
transaction, all existing shares of the Company's common stock
will be cancelled for no value, and the Company's existing senior
and subordinated debt, with principal currently aggregating
approximately $180 million, will be paid in full in cash.  Any
and all other claims and liabilities of the Company will be paid
in accordance with their terms.

Consummation of the recapitalization transaction is subject to
certain conditions including regulatory approvals, the
consummation of a $95 million credit facility with ING Barrings
in New York, the consummation of a proposed transaction whereby
Southwestern Life and Security Life & Trust will reinsure
substantially all of their existing deferred annuity blocks of
business to RGA Reinsurance Company, an order confirming the
Company's plan of reorganization that incorporates the proposed
recapitalization transaction shall have been entered by the
bankruptcy court and such order shall be unstayed and in full
force and effect, and the closing of the recapitalization
occurring not later than December 31, 2000.  The definitive
agreement for the credit facility and the reinsurance transaction
will contain conditions to consummation including no material
adverse change as defined in the proposed credit agreement.

The Texas Department of Insurance has indicated to the Company
that it sees no basis at this time for not approving the pending
Form A-Change of Control Application submitted by the Inverness
group and Bernard Rapoport.

The Company intends to file a plan of reorganization
incorporating the recapitalization proposal within the next two
weeks and to seek confirmation of such plan by the Bankruptcy
Court by June 5, 2000, with consummation anticipated to occur
promptly following confirmation.

PennCorp Financial Group, Inc. is an insurance holding company.  
Through its subsidiaries, the Company underwrites and markets
life insurance and accident and sickness insurance throughout the
United States.


PROTECTION ONE: Moody's Investors Service Downgrades Notes
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Protection
One Alarm Monitoring, Inc.'s $250 million of guaranteed senior
unsecured notes due 2005 to B2 from Ba3. Moody's also downgraded
to Caa1 from B2 the rating of P1's $350 million of 8.25%
guaranteed senior subordinated notes due 2009, the $125 million
of 13.625% guaranteed senior subordinated discount notes due
2005, and the $103 million of 6.75% guaranteed convertible senior
subordinated notes due 2003. These securities are guaranteed by
the parent company, Protection One, Inc. (POI), a holding
company, and by certain subsidiaries of Protection One. The
rating of the senior unsecured credit facility which was assumed
by Westar Capital, Inc. has been withdrawn. Westar Capital, a
wholly owned subsidiary of Western Resources, a Kansas Utility,
owns approximately 85% of the outstanding common stock of
Protection One. The senior implied and senior unsecured issuer
rating are B2 and B3, respectively. The ratings' outlook remains
negative.

The ratings downgrade incorporates Moody's view that Protection
One's ability to fund its debt service requirements from
internally generated available cash flow remains weak. Moody's
defines Protection One's available cash flow (ACF) to fund debt
service as EBITDA less period attrition replacement funding and
maintenance capital expenditures. Within the context of this
definition, tested at various attrition rates, debt coverage
levels are thin.

Despite recent intervention on the part of Western Resources via
Westar Capital, which includes the acquisition of Protection
One's private and some public market debt, acquisition of
Protection One's European Operations as a means of debt
forgiveness, Protection One still remains highly leveraged.
Although Moody's believes it is possible that cash flow coverage
at Protection One may improve because of the reduction of
Protection One's interest burden, and substantial customer
acquisition cost reduction measures, the downgrade and the
negative outlook still recognizes the hurdles to be encountered
in implementing its new business model. Despite significant
strategic and cost reduction efforts, it may be difficult for
Protection One to generate sufficient cash flow to service debt.

The ratings downgrade also reflects that Western's credit
agreement with its own creditors has limited remaining support
that Protection One can derive from Western Resources and Westar
Capital. Protection One may have to face its future liquidity
challenges alone since Western Resources has also previously
announced that it is reconsidering its ownership interest in
Protection One. The prior ratings of Protection One's debt
instruments were enhanced by the support afforded by Western. The
new ratings de-couple Protection One's ratings from the Western
Resources support since Protection One's obligations far exceed
the support Western is now able to provide.

The recent need for financial intervention by Western Resources
also communicates the heightened level of strategic and financial
challenges, caused by the historic aggressive acquisition program
at Protection One, that must be addressed. The new ratings and
the negative outlook account for the likelihood that Protection
One's efforts to overcome its operating and financial burdens may
face challenges.

However, Protection One's ratings continue to be supported by its
significant market presence in the security alarm monitoring, the
substantial efforts being taken to implement its new business
model, and its relationship (but not the support) of Western
Resources. Any positive momentum in the ratings will require that
Protection One demonstrate sustained customer acquisition cost
reduction and a definitive liquidity strategy that relies on more
modest external support and internal generation of cash flow.

Protection One Inc., owned 85% by Westar Capital, Inc, a wholly
owned subsidiary of Western Resources, currently provides
security alarm monitoring principally in the United States. It is
headquartered in Culver City, California.


PROTEVA: Purchasers Claim They Were Victims of Fraud
----------------------------------------------------
The St. Petersburg Times reports on March 25, 2000, that
purchasers of Proteva computers contend in a class-action suit
they were the victims of fraud. HSN denies misleading anyone.

TV viewers who purchased their computers from HSN are attempting
to hold the station responsible, stating that the computers were
defective and in some cases used.

Filed on behalf of dissatisfied customers, the suit accuses both
companies of consumer fraud and deceptive trade practices by
selling defective computers, refusing to honor rebates and
providing shoddy customer service.

The case undermines HSN's five-year effort to shed its bargain-
basement image by promoting its quality-assurance lab, selling
more brand-name goods and beefing up its selection of state-of-
the-art consumer electronics.

It's also another example of the computer hardware and software
industry's reputation for making customers who are not tech-heads
figure out how to set up and maintain their products. Experts
have said there is a 50-50 chance that something will go wrong
with any new personal computer.

The plaintiffs claim they paid HSN higher prices than promised
because the manufacturer declined to make good on many $ 100
rebates promoted on TV. Many said that instead of the promised
technical support, they were put on hold repeatedly, only to be
told their problems were not covered by the warranty.

Bruce Tompkins of Parsippany, N.J., said he once waited on hold
with HSN technical support for more than three hours. Finally,
the technician said there was nothing he could do about Tompkins'
crash-prone $ 1,598 Proteva because it was "a software problem."

Home Shopping denies it has misled anybody, saying it has made
extra efforts to remedy any problems since Proteva Inc. filed for
Chapter 11 bankruptcy protection in August. It says it fronted
another vendor $ 835,000 to honor Proteva warranties for
technical support. Proteva went out of business awash in
debt and unpaid suppliers ranging from Microsoft to 3Com Inc.

The Posen, Ill.-based Proteva filed for bankruptcy protection
shortly after the class-action suit was filed and at about the
same time Home Shopping, one of its biggest customers, stopped
selling Proteva products. HSN declined to say exactly when it
decided to stop carrying the line, which Proteva also sold
through direct mail, online retailer ValueAmerica and other
computer retailers. At its peak, Proteva was making about 200,000
computers a year at a plant in Wisconsin.

SysteMax Inc., a Port Washington, N.Y.-based computer seller with
1999 revenues of $ 1.75-billion, acquired Proteva's assets and
customer lists in November. The all-cash price was not disclosed.
SysteMax assembles computers under several names in a plant near
Cincinnati, including Proteva by SysteMax. HSN, however, now only
carries the SysteMax brand. SysteMax said it is not responsible
for defective products made by the old Proteva.

"SysteMax only bought the assets of Proteva, not the
liabilities," said spokesman Gary Fishman.


RAYTECH CORP: Announces 1999 Results
------------------------------------
Raytech Corporation (NYSE: RAY) reported record worldwide sales
for the year ended January 2, 2000. The reported worldwide sales
of $252 million exceeded 1998 sales of $247.5 million by $4.5
million or 1.8 percent.

The increased sales were driven by the introduction of new
products and the penetration of new markets across the three
segments of the Company, Wet Friction, Aftermarket and Dry
Friction.

"1999 continued our worldwide sales growth for the ninth
consecutive year. The introduction of new products and new
markets provided new sales of $12.6 million in 1999, which is
directly attributable to our strength in technology and the
quality standards we adhere to in our manufacturing process,"
stated Albert A. Canosa, President and Chief Executive Officer of
Raytech Corporation. "Our commitment to quality is evident in our
attainment of Q1 status from the Ford Motor Company, the
Partnership status from Deere & Company, and the fact
that all of our manufacturing facilities are QS9000 and ISO 9001
certified," Canosa added.

Pretax income for the year-end January 2, 2000 was $26.5 million
which exceeded the 1998 pretax earnings of $24.8 million by 6.9%.
The increase in pretax earnings was driven by improved gross
profit and reduced selling, general and administrative expenses.

Raytech Corporation is a global manufacturer of energy absorption
and power transmission products, as well as custom engineered
components.

The Company has been under the protection of the U.S. Bankruptcy
Court relating to asbestos personal injury and environmental
liabilities since March 1989. The ultimate liability of the
Company with respect to asbestos-related, environmental or other
claims cannot presently be determined.


RDM SPORTS: Hearing on Sale of Olney Property
---------------------------------------------
A hearing will be held on April 18, 2000, at 10:00 AM, Second
Floor Courtroom, US Courthouse, Newnan, Georgia, to approve the
sale of property in Olney, Illinois.  An escrow, holding over $11
million was established to fund the remediation of the property.  
The movants sought authority for the trustee to purchase cap and
liability insurance for the remediation, which the court approved
on March 17, 2000.

The Trustee expects that the consideration to the debtors'
estates from the proposed transactions will be approximately
$5,385,000.


SOUTHERN MINERAL: Applies for Order To Retain Petrie Parkman
------------------------------------------------------------
Southern Mineral Corporation and its debtor affiliates seek court
authority to retain Petrie Parkman & Co, Inc. as financial
advisor to the debtors.

The firm will provide the following financial advisory services:

Meet with the debtors' management to develop an understanding of
the debtors' operational and financial objectives;

Meet with the management and consulting engineering firm of
Southern Mineral, as appropriate, to allow Petrie Parkman to gain
a thorough understanding of the debtors' assets and liabilities;

Review the debtors' historical financial and operating statements
to allow Petrie Parkman to develop a perspective on debtor's
performance;

Review the debtors' business plan and capital budget to allow
Petrie Parkman to develop a perspective on the debtors' business
prospects;

Assist the debtors in developing the debtors' valuation of assets
and/or securities of other companies;

Assist the debtors in developing the debtors' valuation of assets
and/or securities of other companies;

Assist the debtors in presenting a valuation of the debtors'
assets and/or securities to other parties, if appropriate;

Assist management in formulating, considering and proposing
various transaction structures designed to achieve the debtors'
objective;

Develop a preliminary analysis indicating potential reference
values of the debtors;

Present Petrie Parkman's analysis to the management and Board of
Directors of Southern Mineral;

Assist management in assessing the likely reaction of the capital
markets and/or its creditors to the Reorganization and one or
more of the potential Transactions;

Advise and assist the debtors in developing a negotiating
strategy with respect to the Reorganization or to a Transaction;

Advise and assist the debtors in the course of its negotiations
of the reorganization and a Transaction and participate in such
negotiations;

Participate, including providing expert testimony, as necessary,
in any hearings before the Bankruptcy Court in connection with
the foregoing, including hearings to consider adequacy of a
disclosure statement with respect to, and a confirmation of, a
reorganization plan; and

Render such other advisory services as may be reasonably
requested by the debtors in connection with its engagement by the
debtors.

The firm requests an initial financial advisory fee of $50,000, a
monthly fee of $25,000 and a Transaction fee in the sum of 1.5%
of the Transaction Value, or in the event of a Reorganization, a
flat fee of $600,000.

A hearing on the retention application will be held on April 10,
2000 at 11:000 AM in Courtroom 400, 515 Rusk, Houston, Texas.


SOUTHERN PACIFIC: Fitch IBCA Lowers Ratings
-------------------------------------------
Fitch IBCA lowers the rating of the Southern Pacific Funding
Corp's mortgage loan trust, series 1997-2 class B-1F certificates
to BB' from BBB'. The Class B- 1F certificates are also placed on
RatingAlert Negative.

The class B-1F certificates are collateralized by a pool of
fixed-rate, closed-end home equity mortgage loans. The rating
action is based on Fitch IBCA's opinion that credit enhancement
provided to the class B-1F certificates by overcollateralization
and excess interest may not be sufficient to absorb greater than
expected credit losses on the home equity loans.
Overcollateralization, which is created by paying down the senior
certificates with excess interest, has declined to $220,515
(0.26% of the original pool balance), from the required amount of
$1,878,722 (2.25% of original). Fitch IBCA, based on its analysis
of Southern Pacific's historical delinquency, loss and prepayment
performance, believes that continued losses will likely deplete
the overcollateralization amount in the next several months, and
cause the class B-1F certificates to be written down. Such an
occurrence would make it less likely that the class B-1F
certificate principal amount would be paid in full.

The class B-1F certificates are placed on RatingAlert Negative
reflecting Fitch IBCA's concern that the performance of the
mortgage pool may continue to deteriorate. Since Jan. 1999,
cumulative losses have more than tripled to $ 3,734,531 (4.47% of
the original pool balance) from $1,041,701. As of the Feb.
25, 2000 distribution date, thirty-day, sixty-day and ninety-day
delinquencies are 3.93%, 1.53%, and 0.78%, respectively.
Foreclosures and REO's are 8.72% and 4%, respectively.

Southern Pacific Funding Corp. filed for bankruptcy in Oct. of
1998 and was purchased by Goldman, Sachs & Co. in May of 1999.
The home equity loans are being serviced by Advanta Mortgage
Corp.


SUPERIOR NATIONAL: Units Rated 'R'
----------------------------------
Standard & Poor's has assigned an 'R' rating to Superior Pacific
Casualty Co., California Compensation Insurance Co., and Combined
Benefits Insurance Co., three of the five members of the Superior
National Insurance Group, Inc. An insurer rated 'R' is under
regulatory supervision owing to its financial condition.

On March 3, 2000, Standard & Poor's lowered its counterparty
credit rating on the Superior National Insurance Group, Inc., one
of California's largest workers' compensation insurers, to 'D'
from triple-'C'-plus and removed it from CreditWatch, where it
had been placed on Dec. 22, 1999, with developing implications.
Also on March 3, 2000, Standard & Poor's revised its financial
strength rating on the group's lead company, Superior National
Insurance Co., to 'R' from single-'B'-plus.

These rating actions followed California Insurance Commissioner
Chuck Quackenbush's issuance of a seizure order to take control
of Superior National Insurance Group.

The California Department of Insurance (DOI) appeared before the
Los Angeles and Sacramento superior courts on March 6, 2000, to
seek a conservation order for Superior National Insurance Group
to allow the commissioner to use department staff to conduct the
business of the conserved company as he sees appropriate. The
order was approved by the courts and received by the department
on March 7.

In a report entitled, Insurer Financial Troubles on the Rise,
which can be found on RatingsDirect, Standard & Poor's Web-based
credit analysis system, Standard and Poor's cites the main reason
for failures in the property/casualty industry as competitive
pressures that have led to inadequate pricing and, subsequently,
weakened reserve positions. The article can also be found on
Standard & Poor's Web site at
(http://www.standardandpoors.com/ratings/insurance).The  
California DOI's report stated that its financial examinations of
Superior National Insurance Group revealed that the company was
in hazardous financial condition and was severely under-reserved.

The Superior National Insurance Group, Inc., consists of five
companies. Four of the companies -- California Compensation
Insurance Co., Combined Benefits Insurance Co., Superior National
Insurance Co., and Superior Pacific Casualty Co. -- have been
seized by California regulators. Appropriate actions relating to
the fifth company, Commercial Compensation Insurance Co., are
being pursued in coordination with regulators in the company's
domiciliary state of New York. At the time of this release,
Standard and Poor's has been unable to confirm what action, if
any, has been taken by the New York State Insurance Department.


SWIFT CREEK: Case Summary and 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Swift Creek Associates, LLC
        4020 Tyron Road
        Raleigh, NC 27606

Type of Business: Owns and operates a Putt-Putt family
entertainment center

Petition Date: March 15, 2000    Chapter 11

Court: Eastern District of North Carolina

Bankruptcy Case No.: 00-00528

Judge: A. Thomas Small

Debtor's Counsel: Douglas Q. Wickham
                  Hatch, Little & Bunn, LLP
                  PO Box 527, Raleigh, NC 27608
                  (919) 8563940

Total Assets: $ 5,200,000
Total Debts:  $ 3,327,399

17 Largest Unsecured Creditors

Crawford Dunn       construction     $ 210,000

Southern Golf
Distributors        goods purchased   $ 75,000

Phillip Herdon      working capital
                    loan              $ 50,000

David and June      working capital
King                loan              $ 40,000

Dickerson Fencing   construction      $ 23,000

Drs. Barnabe and
Elba                                  $ 20,000

Angel Buenaflor                       $ 15,000

John and Lina
Mabry                                 $ 15,000

Ragsdale Liggett                      $ 11,000

Tom Ely                               $ 10,000

Len Barnes                            $ 10,000

Bunn Landscaping   construction        $ 9,000

James B. Ty                            $ 7,900

WRDU               advertising         $ 7,000

Time Warner Cable  advertising         $ 4,400

Marketing Res. &
Mgmt, Inc.         services            $ 3,999

Signage
Industries         construction        $ 3,500


T&W FINANCIAL: Winds Down Operations
------------------------------------
T&W Financial Corp. announced that is operating subsidiary, T&W
Financial Services Co. LLC, had engaged Alan M. Jacobs of AMJ
Advisors LLC to assist in continuing to wind down its business
operations in anticipation of filing for bankruptcy. The company
believes its remaining assets may be insufficient to pay its
secured and unsecured creditors in full. The company also said
that it has neither the personnel or the money to prepared its
annual report.


TELEGEN: Court Approves Up to $29 Million in Additional Offerings
-----------------------------------------------------------------
Telegen Corporation (OTC BB:TLGNE.OB) announced today that it has
received approval from the U.S. Bankruptcy Court to enter into an
amended investment banking agreement with WMS Financial Planners,
Inc. and Pacific West Securities, Inc. to conduct a series of
additional stock offerings for gross proceeds of up to $29
million.

As envisioned, Telegen will conduct a series of four new
offerings with the first two offerings, a $4 million Regulation S
offering and a$10 million Regulation D offering, to commence
immediately. Telegen also announced that it has received firm
commitments for the entire $4 million Regulation S offering and
expects to complete it shortly.

Upon completion of the first two offerings, Telegen will commence
the final two offerings. Proceeds from these offerings, in
addition to the $7 million received from the prior Regulation D
offering successfully completed March 7, 2000, will be held in
escrow pending confirmation of Telegen's Plan of Reorganization.
Telegen expects to complete reorganization by June 30,
2000.

Telegen Corporation is headquartered in San Mateo, California,
and is developing a proprietary flat panel display technology
known as HGED as well as hardware and software solutions for
Internet delivered MP3 digital music. The Company's stock is
traded on the electronic bulletin board under the symbol
TLGNE.OB.


UNITED COMPANIES: Moody's Downgrades Five Subordinate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
guaranteed subordinate classes from five manufactured housing
securitizations of United Companies. The downgrade affects the B-
2 classes in United Companies' Series 1996-1, 1997-1, 1997-2 and
1997-3 MH transactions, as well as Class A of the issuer's Series
1997-RS1 deal.

According to Jeffrey Wolf, a Moody's vice president, the rating
downgrades were prompted by the deteriorating performance of
United Companies' MH deals and by the withdrawal of the senior
debt rating of the issuer's parent corporation, whose corporate
guaranty had supported the five certificate classes.

The affected MH transactions have suffered from weaker-than-
anticipated performance, high levels of delinquencies and monthly
repossessions, and low recovery rates. Moreover, the high
delinquencies of the deals have masked reported losses to date.
At the same time, excess spread is continuing to deteriorate, due
to the decline in the weighted-average coupon of the loans and
the paydown of the senior certificate classes with lower coupons.
The combination of low recovery rates and declining excess spread
has caused some of the downgraded classes to sustain writedowns
of principal.

The five affected classes of certificates had been placed under
review for possible downgrade on July 23, 1999, following Moody's
downgrade of the senior debt rating of United Companies' parent,
United Companies Financial Corporation (UCFC), to Ca from Caa2.
The five classes had depended primarily upon a corporate guaranty
from UCFC for credit support.

Subsequently, however, Moody's withdrew UCFC's senior debt
rating, effectively removing any support benefit from the
corporate guaranty. Currently, the five certificate classes are
solely dependent upon excess spread for credit support.

While today's downgrades are the only rating actions that have
been taken at this time on United Companies' MH securitizations,
Mr. Wolf cautioned that the multiple problems afflicting these
transactions may necessitate additional rating actions in the
near future. Hence Moody's will continue to closely monitor the
performance of all MH deals from United Companies.

The complete rating actions are as follows:

UCFC Funding Corporation Manufactured Housing Contract Pass-
Through Certificates:

Series 1996-1; $6.325 million, 10.300% Class B-2 Certificates,
downgraded to C from Caa2

Series 1997-RS1; $6.325 million, 8.500% Class A Certificates,
downgraded to C from Caa2

Series 1997-1; $3.938 million, 8.445% Class B-2 Certificates,
downgraded to C from Caa2

Series 1997-2; $4.125 million, 8.180% Class B-2 Certificates,
downgraded to C from Caa2

Series 1997-3; $4.875 million, 8.000% Class B-2 Certificates,
downgraded to C from Caa2

United Companies is a wholly owned subsidiary of UCFC and has
been primarily responsible for servicing UCFC's manufactured
housing loans. On March 1, 1999, UCFC filed for reorganization
under Chapter 11 of the United States Bankruptcy Code.


VISTA GOLD: 1999 Results and New Ore Reserves at Hycroft
--------------------------------------------------------
Vista Gold (Amex: VGZ; Toronto) announced its results for 1999.  
The Corporation experienced a loss of $27.7 million for the year,
including $16.2 million in write-downs of mineral properties.  
The net loss before write-downs was $11.5 million as compared to
a net loss in 1998 of $1.6 million.
At year-end, the Company had working capital of $3.0 million and
cash of $ 2.3 million and believes that its current cash on hand
is sufficient to continue producing gold from previously mined
and inventoried ore at the Hycroft mine. However, the Corporation
will have to raise additional funds from external sources in
order to restart mining activities at the Hycroft mine or begin
construction and development activities at the Amayapampa project
in Bolivia. Accordingly, the Corporation is actively
investigating various financial alternatives, including debt
financing, the issuance of equity and mergers with other
companies.

Vista Gold Corp. is an international gold mining, development and
exploration company based in Denver, Colorado.  Its holdings
include the Hycroft mine in Nevada, a development project in
Bolivia, and exploration projects in North and South America.


WASTE MANAGEMENT: Announces Financial Results
---------------------------------------------
Waste Management, Inc. (NYSE: WMI) announced financial results
for its fourth quarter and year ended December 31, 1999.

For the fourth quarter ended December 31, 1999, the company
reported revenue of $3.34 billion compared to $3.23 billion in
the year ago quarter, an increase of 3%.

Fourth quarter net loss was $114.7 million, or $(0.19) per share
on a diluted basis, compared with net income of $63.5 million,
or$0.10 per diluted share, in 1998. On a pro forma basis, after
adjusting for unusual items, fourth quarter 1999 net income was
$200 million, or $0.32 per share on a diluted basis.

For the full year 1999, revenue of $13.13 billion compared to
$12.63 billion in 1998, an increase of 4%. Full year net loss was
$397.6 million, or $(0.65) per share on a diluted basis, compared
to $(1.32) per share in 1998.

Important financial highlights of the quarter's results include:

-- Internal growth of 1.9% in the North American solid waste
business, as compared to the prior year quarter;

-- Operating cash flow of $397.2 million;

-- EBITDA before unusual costs of $946 million;

Further, the Company noted progress on implementation of the
strategic plan announced in August 1999:

-- Disposition plans have been announced for assets in Finland,
New Zealand, and The Netherlands.

-- Bids are being analyzed and negotiations are progressing with
potential buyers for assets in the Company's international
markets.

-- Bids have been received for several domestic operations,
including a number of under-performing solid waste businesses,
which are being held for sale.

-- A more disciplined capital allocation process has been
implemented for 2000. The process includes analyzing comparative
returns on capital for various uses, and allocating the capital
where the return is projected to be the highest.

Regarding outlook and specific plans for 2000, the Company
offered the following:

-- The Company anticipates proceeds of approximately $3 billion
from the sale of international and non-strategic or under-
performing assets, the majority of which is expected during the
second and third quarters of this year.

-- $2 billion of these expected proceeds must be used to pay down
debt, pursuant to bank agreements

-- Acquisition capital is projected to be approximately $400
million.

-- Capital expenditures for North America operations, outside of
acquisitions, are projected at $1.3 billion.

-- Unusual operating expenses anticipated during the year include
approximately $100 million for outside accounting and auditing
services and approximately $35 million related to information
systems efforts. In the future, the Company expects to see a
significant reduction in these expenses as it puts into place
additional people and new systems.

Waste Management Inc., based in Houston, is the industry leader
in providing waste management services. In North America the
Company operates throughout the United States, and in Canada,
Puerto Rico, and Mexico, serving municipal, commercial,
industrial and residential customers.


Meetings, Conferences and Seminars
----------------------------------
March 30-April 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

April 3-4, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI

April 5-8, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         The Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or info@turnaround.org
         
April 6-7, 2000
   ALI-ABA
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

April 10-11, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reoorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact: 1-800-260-4PLI

April 27-30, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800

May 4-5, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

May 15, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      2nd Annual New York City Bankruptcy Conference
         Association of the Bar of the City of New York,
         New York, New York
            Contact: 1-703-739-0800

May 26-29, 2000
   COMMERCIAL LAW LEAGUE OF AMERICA
      52nd Annual Meeting of the New England Region
         Colony Hotel, Kinnebunkport, Maine
            Contact: 1-617-742-1500 or richard@landayleblang.com

June 8-11, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800
   
June 14-17, 2000
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      16th Annual Bankruptcy & Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or aira@ccountry.net

June 29-July 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

July 13-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Northeast Bankruptcy Conference
         Doubletree Hotel, Newport, Rhode Island
            Contact: 1-703-739-0800
            
July 21-24, 2000
   National Association of Chapter 13 Trustees
      Annual Seminar
         Adams Mark Hotel, St. Louis, Missouri
            Contact: 1-800-445-8629 or info@nactt.com

August 3-5, 2000
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Somewhere in Boston, Massachusetts
            Contact: 1-800-CLE-NEWS

August 9-12, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Southeast Bankruptcy Workshop
         Hyatt Regency, Hilton Head Island, South Carolina
            Contact: 1-703-739-0800

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loews Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

September 15-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Views From the Bench 2000
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800

September 21-22, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

September 21-23, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800

September 21-24, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      8th Annual Southwest Bankruptcy Conference
         The Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800

November 2-6, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or info@turnaround.org

November 27-28, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Third Annual Conference on Distressed Investing
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
November 30-December 2, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  


                 *********

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

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

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

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

                 * * * End of Transmission * * *