TCR_Public/000403.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Monday, April 3, 2000, Vol. 4, No. 65  

ALLIED SIGN: Chapter 7 Due To Heavy Debt Load
AMERISERVE: May Lose Burger King
BANK BALI: Moody's Revises Ratings Outlook: Stable From Positive
BREED TECHNOLOGIES: Bid to Create Largest Minority-owned Supplier
CONNEAULT LAKE PARK: Memorial Day Opening; Management Ousted

DAIEI INC.: In Talks To Sell 7 Hotels to Goldman Sachs
DAEWOO HEAVY INDUSTRIES: Losses widen in a week
DAEWOO MOTORS: Power struggle undermines Hyundai's bid
DAEWOO: Motor Workers Strike, Protest Foreign Carmakers' Bids
D. D. BUS: Case Summary

EAGLE TECHNOLOGIES: Files for Bankruptcy Protection
FILENE'S BASEMENT: Gerson Claims Plenty of Life For Filene's
FIRST ALLIANCE: State Dedicated To Helping Consumers
FRUIT OF THE LOOM: Court Approves Employ of Ernst & Young
HVIDE MARINE: Reports Delay In Filing Of Form 10-K

KEY PLASTICS: Receives Commitment For Up To $125M
LICHTMAN'S: Files for Bankruptcy Protection
MBA POULTRY: President Says Plant Will Re-Open
MEDICAL RESOURCES: Reports Fourth Quarter and 1999 Results
NIPPON CREDIT BANK: Softbank Deal Delayed by Goldman Role

NORTH AMERICAN: Baxter Agrees to Extend Loan Maturity to April 7
PHILIPPINE AIRLINES: Forecasts annual loss this year
PHYSICIAN COMPUTER: Medical Manager Corp Completes Acquisition
PROFAB MANUFACTURING: Placed Into Receivership
PROTECTION ONE: Fitch IBCA Lowers Sr. Notes

SERVICE MERCHANDISE: 1999 Results and 2000 Business Plan
SMURFIT STONE: Moody's Confirms Debt Ratings
THAI OIL PLC: Thai Bankruptcy Court Okays Thai Oil Debt Plan
THAI PETROCHEM.INDUS.: Special Venture For Creditors?
TULTEX CORP: Seeks Authority to Sell Discus Brand

TULTEX CORP: Seeks Authority to Sell Discus Inventory
UNITED HOMES: Case Summary and 20 Largest Unsecured Creditors
VENCOR: Reports 1999 Results
XCL LTD: Extends Filing Date for 1999 Annual Report on Form 10-K


ALLIED SIGN: Chapter 7 Due To Heavy Debt Load
Once-thriving Allied Sign Co., the local chamber of commerce's
"Small Business of the Year" in 1998, has been forced into
Chapter 7 bankruptcy liquidation after attempts to revive the 51-
year-old firm failed.

Its collapse left workers holding bounced paychecks and lost
savings and insurance. Failures to pay wages and pensions can be
violations of federal law and subject to an investigation by the
U.S. Labor Department.

The Theodore-based company - the area's largest sign maker and
installer - had 70 workers at the height of its expansion, but
that number fell to about 35 by the time Allied's office closed
March 9.

Neither Allied Sign owner Ward Fendley nor his wife and company
executive, Karen Fendley, could be reached by telephone for
comment Thursday.

The Mobile Area Chamber of Commerce named Allied one of Mobile's
30 fastest-growing companies in 1996 and 1998, and honored it as
1998's "Small Business of the Year." In the year the company was
praised, it lost $730,000 on $4.7 million in revenue, according
to court papers

Sign fabricator Kenny Ciaccio said that the company was closed so
suddenly that he had to go through Bankruptcy Court to retrieve
his personal tools. Ciaccio is looking for a new job but can't
find any sign companies that pay as well as Allied did.

Ciaccio didn't have any money stranded in the company's 401(k)
retirement plan: "I had sense enough not to get into that," he
told the Mobile Register in a story Thursday.

Others were not so fortunate.

The Register said court records show the company had not made
payments to the plan since mid-July. A total of $14,977.90 is
owed to workers' accounts. Three-quarters of that total is money
held out of paychecks, while one-quarter is matching money Allied
was supposed to provide.

The company also failed to pay employees' federal withholding
taxes to the Internal Revenue Service, according to court papers.
Allied owes the IRS at least $162,799.60 in withholding, interest
and penalties. The company also lists debts with the state of
Alabama, various Alabama cities, and some other states.

Bankruptcy trustee C. Michael Smith said an $850,000 purchase
offer for Allied had been withdrawn Tuesday, forcing liquidation.

Liquidation is expected to bring in far less money to repay
debts, according to papers Smith filed in U.S. Bankruptcy Judge
Margaret Mahoney's court.

Allied's debt stands at more than $2.5 million, according to its
most recent accounting to the court. The company had operated
under Chapter 11 bankruptcy reorganization since February 1999.
But Allied was thrown into Chapter 7 - liquidation - on March 3.

Smith attempted to operate the company in the court's name for
several days after that but gave up on March 9, citing a lack of
cash. Allied is under order to file a list of its assets and
debts with the court by next week. The company, which was taken
over by the Findley's in the early 1990s, was founded in 1949 by
James and Lucy Vernon.

AMERISERVE: May Lose Burger King
AmeriServe Food has told employees it expects to lose most of its
Burger King business by mid-May. Burger King is now AmeriServe's
second-biggest account. Management of AmeriServe, the nation's
largest distributor to fast-food restaurants, also indicated the
company may well emerge from its current Chapter 11 bankruptcy
proceedings as a smaller entity with new ownership.

BANK BALI: Moody's Revises Ratings Outlook: Stable From Positive
Moody's lowered the Ratings Outlook for P.T. Bank Bali to Stable
from Positive.

The move follows a ruling by the Jakarta State Administrative
Court, that the Indonesian Bank Restructuring Agency was not
justified in taking over the bank in July 1998.

Moody's expects a lengthy appeals process to follow that risks
delaying Bank Bali's much-needed recapitalization. Bank Bali is
burdened by a high level of problem loans which are largely
responsible for the bank's operating losses. As of end September
1999, the bank's reported capital adequacy ratio was minus 49.6%.
Moody's believes that this is likely to have deteriorated since

The ratings of P.T. Bank Bali are as follows:

Long-Term Bank Deposits: Caa3

Short-Term Bank Deposits: Not Prime

Bank Financial Strength Rating: E

Bank Bali (P.T.) (Cayman Islands Branch)

Long-Term Bank Deposits: Caa3

BREED TECHNOLOGIES: Bid to Create Largest Minority-owned Supplier
The investor group proposal submitted to the Board of Directors
of BREED Technologies (OTC: BDTTQ), last Friday will create the
world's largest automotive minority business enterprise.

BREED Technologies, currently operating under the protection of
Chapter 11 of the United States Bankruptcy Code, is a first-tier
supplier of automotive occupant safety systems to the world's
leading automakers including, Daimler-Chrysler, Ford, Fiat,
Toyota, General Motors and Isuzu.

The investor group, led by Ernie Green, chairman and chief
executive officer of Dayton, Ohio-based EGI and Johnnie Cordell
Breed, current chairman and chief executive officer of BREED
Technologies, disclosed their plan under which Mr. Green would be
co-chairman and CEO of the firm with a holding of 50.1% stake in
the new enterprise. The remainder of the company will be owned by
a domestic and international group of investors, including Mrs.
Breed. Further, Mrs. Breed will act as co-chairman and be
responsible for global business development and diversification.

Once the bid is accepted, the new firm will seek certification
from The National Minority Supplier Development Council (NMSBC)
as a Minority Business Enterprise. In the early 1990's,
automakers announced their goal to source 5% of total purchasing
from minority owned companies. Customers of BREED have
enthusiastically responded to the Green Breed plan.

"For more than twenty-years I have worked in the auto industry
and watched as minority owned businesses have endeavored to climb
the ladder of success," said Mr. Green, "This new venture will
allow us to jump a few rungs of the ladder and move minority
business enterprises from low-tech to high-tech, from third tier
to first tier. "

According to Ernie Green, the bid is the only offer that would
secure the long-term success of the company and assure stable,
low-cost, high-quality sourcing of integrated safety systems to
its customer-base worldwide. The BREED Technologies Board of
Directors are to review the Green Breed bid with the bank
creditors group which includes Bank Of America, Fleet, Wachovia
Bank and more than 30 other institutions, who will decide whether
the plan for the minority led landmark venture will go forth.

EGI, based in Dayton, OHIO, a certified minority business
enterprise, has provided components to the automotive industry
for 20 years. EGI has 1,200 employees at six facilities in Ohio,
Kentucky and Florida.

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.
In FY 1999, it is estimated that the company had $1.4 billion in

CONNEAULT LAKE PARK: Memorial Day Opening; Management Ousted
A 108-year-old amusement park in northwest Pennsylvania will open
Memorial Day despite uncertainty over who will actually run it,
the park's trustee said Wednesday.

Conneaut Lake Park's board of trustees on Monday filed legal
papers to evict the Youngstown, Ohio-based Conneaut Lake Park
Management Group for repeated failure to pay rent or show proof
of healthy financing.

Instead, court-appointed trustee William Jorden said the
nonprofit Conneaut Lake Park Exposition Co. would run the park in
Crawford County.

Conneaut Lake Park Management Group on Tuesday filed for
protection from creditors under Chapter 11 of the U.S. Bankruptcy
Code. That part of the code stays legal proceedings such as
evictions and holds creditors at bay while the company

Jorden said employees of both groups were at the park Wednesday.

"We're prepared to open it on time," Jorden said.

Attorney John Falgiani Jr., who represents Conneaut Lake Park
Management Group said Bankruptcy Court will probably decide who
will manage the park this year.

"Our clients have worked real hard to make this park operate,"
Falgiani said. "We're hoping we can resolve this amicably."

Jorden said the Conneaut Lake Park Exposition Co. is what the
park was called when it opened in 1892.   The ousted group signed
a contract with Jorden in February 1999 with promises of a second
coaster, a new hotel and a nearby highway. In that contract,
Jorden required the group to pay $100,000 yearly in rent and show
at least $600,000 in credit.

By April 1999, the group was behind on rent and had yet to show
proof of financing, he said. Some buildings remained in
disrepair, and workers' compensation insurance was unpaid.
The group negotiated a deal with Jorden promising to pay rent in
full and obtain financing but had not completed that promise by
January. Adding to the problems, a Cleveland grand jury earlier
this month indicted park general manager David Mangie and his
father, Ohio dentist Ronald Mangie, a consultant to the park, on
charges of mail fraud, loan fraud and bank fraud. The charges
involve a 1990s investment scheme and are unrelated to ousting
the management group from the park, Watson said. He said the
company could return if it can show it has the financing
necessary to manage the park.

Jorden said the company deserves some credit for improving the
park. During its tenure, new rides were installed, the midway was
spruced up with new paint and the Hotel Conneaut was heated year

"I think their main problem is purely one of economics," Jorden
said. "They did not have the financial wherewithal to conduct

Carl Severino, who was assistant park manager, said the group
took on a drained park "and turned it around in just 12 short
months. We have made it so people want to come here again."

DAIEI INC.: In Talks To Sell 7 Hotels to Goldman Sachs
The Daiei Inc. (8263) group is in the final stages of talks
to sell seven Japanese hotels that it controls to the
Goldman Sachs Group Inc., The Nihon Keizai Shimbun learned

According to sources familiar with the negotiations, the
total selling price for the seven hotel properties is
likely to range between 65 and 70 billion yen.  The sale
would essentially mark the end of a series of moves by
Daiei to unload major assets under a sweeping restructuring

Daiei has been scrambling to lower its roughly 2.8 trillion
yen in groupwide interest-bearing debt by selling part of
its stakes in Recruit Co. and convenience store chain
Lawson Inc. Daiei expanded into the hotel business in the
late 1980s as part of a push to diversify beyond its core
supermarket operations, establishing a flagship portfolio
of Oriental Hotels.

The current talks are focused on a package of five Oriental
Hotels in Kobe, Osaka, and Chiba Prefecture, as well as two
business hotels, one in Fukuoka and the other in Chiba
Prefecture. If the deal goes through, the hotels would be
purchased by two Goldman Sachs investment funds and
Strategic Hotel Capital Inc., a hotel investment company
affiliated with the U.S. investment bank and securities

Goldman Sachs is expected to turn over management of the
properties to hotel operating firms, including U.K.-based
Bass Hotels & Resorts Inc. and U.S.-based Starwood Hotels &
Resorts Worldwide Inc. The brand names of the hotels would
likely be changed to Inter-Continental, Westin or Sheraton,
depending on location and other factors. (Nikkei  30-March-

DAEWOO HEAVY INDUSTRIES: Losses widen in a week
Daewoo Heavy Industries lost about 1.5 trillion won (HK$
10.52 billion) more than it reported last week, taking into
account additional one-time losses such as its inflated
sales figures over several years. Daewoo Heavy said it lost
3.97 trillion won last year instead of 2.54 trillion won as
reported last week to its creditors and other government
agencies, said officials at Daewoo Heavy's Planning and
Finance Departments. The announcement comes one day before
its shareholders' meeting today. Daewoo Heavy is set to
split into three businesses as part of rescue plans for
near-insolvent Daewoo Group, which has debts of at
least US$ 78 billion.  (South China Morning Post  28-March-

DAEWOO MOTORS: Power struggle undermines Hyundai's bid
The Hyundai Group's recent family dispute is expected to
force the conglomerate out of the race for control of
Daewoo Motor, analysts said yesterday.

The ugly power struggle between group founder Chung Ju-
yung's sons brought the managerial problems of the chaebol
into the public eye, prompting regulators to vow to toughen
corporate restructuring reforms.  Amid the widespread
negative publicity surrounding Hyundai and other family-
controlled chaebol, the government and creditors have more
reason to be reluctant to sell Daewoo Motor to a chaebol
company, like Hyundai Motor, said the analysts.

"Chung Mong-hun, the fifth son of the founder, won the
battle for group chairmanship, defeating Chung Mong-koo,
the eldest son," said an analyst at Daewoo Securities.
"But both could wind up losers in the end. Mong-hun will
face mounting reform pressure from the government and
creditors, while Mong-koo will have to overcome negative
public opinion over Hyundai Motor's bid to acquire the
Daewoo carmaker."

Indeed, signs of negative fallout are already tangible, as
Hyundai Motor's due diligence team was blocked by Daewoo
Motor unionists from entering the company's plant in
Pupyong, west of Seoul.  Inspectors from Hyundai Motor,
one of the five bidders for Daewoo, attempted to conduct
due diligence on the Pupyong plant yesterday morning, but
met with strong resistance from Daewoo's unionists, who
vowed to deter a takeover by a family-controlled chaebol
accused of managerial irregularities.

The analysts also noted that Mong-hun, now in control of
cash-rich electronics and financial units, may not extend
financial support to Hyundai Motor's takeover bid. The
Mong-hun camp has not expressed any formal stance on the
issue, but is internally opposed to the takeover, they

In addition, civic activists are opposed to Hyundai's
purchase of Daewoo, raising fears of adverse monopolistic
effects. The People's Solidarity for Participatory
Democracy also said the Chung family's attempt to inherit
group management rights has cast a dark cloud over the
group's future, not to mention the nation's credit

"This is not the time for Hyundai to fight among itself,"
said a Seoul-based foreign analyst. "In the global car
industry, there are few carmakers that have not jointed
global alliances. Hyundai Motor has not presented any
concrete vision for its global alliance yet," he said,
warning that the internal bickering may be a turn-off
for foreign companies.

Meanwhile, Chung Mong-koo, the chairman of Hyundai Motor-
Kia Motors, may employ desperate measures to win the
Daewoo carmaker takeover in a bid to make up for his loss
of group co-chairmanship to his younger brother, watchers

"Control of Daewoo Motor would turn Hyundai Motor into an
auto giant with an annual capacity of 4 million units and
about 60 trillion won in assets ($54 billion), nearly
matching the size of Mong-hun's Hyundai Group," said an
industry watcher.

Hyundai officials are also confident about the outlook for
the Daewoo bid. Dismissing concerns about Hyundai Motor's
financing capabilities, an executive said the company now
has about 1.3 trillion won in extra cash liquidity, secured
through new rights issues and other means last year, while
the debt-to-equity ratio has fallen to 159 percent. He also
asserted that in this era of market opening, debate over
monopoly is meaningless, adding that the automaker is
vigorously pushing to form an alliance with foreign firms.
(Korea Herald  29-March-2000)

DAEWOO: Motor Workers Strike, Protest Foreign Carmakers' Bids
Fearing big layoffs, thousands of workers at Seoul, South Korea's
Daewoo Motor Co. went on strike today to protest the sale of
their troubled company to a foreign automaker, demanding that the
government buy their company and run it instead, the Associated
Press reported. Five carmakers, including General Motors Corp.
and Ford Motor Co., are bidding for Daewoo, South Korea's second-
largest carmaker, and the government and creditor banks say they
are determined to sell the company. Daewoo Motor workers said
they will stay off the assembly lines Saturday and Sunday and
decide whether to continue the strike Monday. Management stated
it has enough inventory to make up for the work stoppage, but
expressed fear that if the strike were prolonged, it would hurt
Daewoo's exports and hundreds of subcontractors. The Daewoo
conglomerate narrowly escaped bankruptcy in June when its
domestic creditors agreed to delay the repayment of $8.3 billion
in debt for six months, and extended loans of $3.3 billion. At
the end of June, Daewoo Motor had $18.3 billion in total assets
and $13.9 billion in debt. (ABI 31-Mar-00)

D. D. BUS: Case Summary
Debtor: D. D. Bus Tours, Inc.
        3903 S. Halstead
        Chicago, IL 60609

Type of Business: Transportation

Petition Date: March 10, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-07378

Judge: Eugene R. Wedoff

Debtor's Counsel: Barry A. Chatx
                  Kamensky & Rubinstein
                  7250 N. Cicero
                  Lincolnwood, IL 60646

Total Assets: $ 100 million above
Total Debts:  $ 100 million above

EAGLE TECHNOLOGIES: Files for Bankruptcy Protection
Auto parts company Eagle Precision Technologies Inc., Toronto, is
restructuring its operations under bankruptcy protection, a move
that wiped out more than a fifth of the company's value on the
Toronto stock market, according to a newswire report. Eagle
announced yesterday that its board had approved the restructuring
plan under the federal Companies' Creditors Arrangement Act and
that its lawyers were to formally file the motion in Ontario
Superior Court of Justice yesterday. Under the restructuring
proposal, Eagle's main banker and secured creditor will provide
$27 million in new loans, which will be used to refinance
existing debt to the bank and to fund operations, and will pay
unsecured creditors owed about $10 million about $500 each and
issue unsecured notes for the balance of the claims. Eagle said
creditors and shareholders will hold meetings to discuss the plan
May 8. The company manufactures auto parts at plants in
Brantford, Ont. and at subsidiaries in Cambridge, Ont., Carlsbad,
Calif., Birkenhead, U.K. and Nesselwang, Germany. (ABI 31-Mar-00)

FILENE'S BASEMENT: Gerson Claims Plenty of Life For Filene's
The National Post reports on March 31, 2000 that there is new
life for Filene's Basement Corp.

Forced to file for Chapter 11 bankruptcy protection last summer,
owing creditors $150-million (US), the report claims that
Filene's Basement now has a fresh start under the new owners,
Value City Department Stores Inc., based in Columbus, Ohio, who
last week completed an $89-million (US) deal to take over the
As part of its reorganization, Filene's Basement closed 37 stores
at the end of December, reducing the chain to just 14 stores in
Boston, Chicago and New York. But Value City plans to re-open
three stores that had been closed earlier, all in Washington.

As Filene's Basement expanded and more off-price retailers came
on the scene, it hurt the quality of merchandise available,
according to Sam Gerson, Filene's Basement's president and chief

Gerson says becoming part of Value City's buying will help
Filene's Basement get merchandise in the stores at 'the best

The report quotes Len Kubas, a retail consultant, 'In the off-
price business, getting access to a lot of product is
everything,' he says. 'The bigger the buying power is, the better
the selection and the better the price you can offer.'

Richard Talbot, a retail analyst agrees, saying 'The key with
off-price is to keep bringing in new stuff all the time, keep the
'wow' factor going,' he says. 'If you don't have it, people start
to wonder if it's worth coming in.'

The report also mentions that department stores have begun their
own discounting, so bargain-savvy shoppers could often find their
favourite designer clothes at clearance prices there.

'Ultimately, the department stores joined the discount game,'
says Gerson, noting customers have been trained to wait for sales
at department stores rather than pay full price. 'People know the
first price they see is not the real price,' he says.

According to the report, Gerson is adamant that Filene's Basement
will survive, saying 'we'll still keep our treasure trove

FIRST ALLIANCE: State Dedicated To Helping Consumers
According to a report in the Seattle Post-Intelligencer on March
30, 2000, state officials said they remain dedicated to helping
consumers concerned about loans taken with the First Alliance
Mortgage Co., which late last week filed for bankruptcy
protection after closing its sole Washington office in Bellevue.

Existing loans from the nationwide lender held by Washington
homeowners will not be affected by the bankruptcy filing, said
Mark Thomson of the state's Department of Financial Institutions.

"One potential outcome of the bankruptcy is that the loans may be
sold to another mortgage company. If that happens the terms of
the loan should remain the same," Thomson said.

First Alliance, which specializes in home equity loans to clients
with poor credit, blamed its Chapter 11 filing on legislative
proposals in several states that would cap the size of its loan
fees as well as on publicity generated by news reports about the

The news reports told of regulatory actions, lawsuits and
consumer complaints arising from allegations that First Alliance
failed to disclose the high fees it charged.

First Alliance wrote more than 600 mortgage loans in Washington
between early 1995 and December 1998, Department of Financial
Institutions records show.

According to a report in The Seattle Times on March 30, 2000,
just days before it filed for bankruptcy protection,
the California company surrendered its license in Washington
state, a surprise move that stymied regulators' attempt to revoke
its license and amass a paper trail against it.

The article states that the move was the latest in a series of
successful legal tactics by the Irvine, Calif., company. A
revoked license would have unnerved Wall Street lenders and could
have prompted other states to deny the company's licenses as

Several states, including Washington, Massachusetts and Illinois,
said they will continue legal actions despite the bankruptcy
filing.  Other states, like Florida, continue to investigate
allegations of deceptive sales practices.

"The surrender of the license takes the regulatory wind out of
our sails, at least temporarily," said Mark Thomson, director of
consumer services for the Washington Department of Financial
Institutions, which regulates banks and mortgage lenders.

Only Minnesota has managed to squeeze a settlement from the
company in the past few years. On the day First Alliance filed
for bankruptcy protection, the last of 125 Minnesota consumers
received a payment of between $4,000 and $6,000, bringing the
total paid in that state to more than $550,000.

FRUIT OF THE LOOM: Court Approves Employ of Ernst & Young
By order of the US Bankruptcy Court District of Delaware, entered
on February 23, 2000, the debtors, Fruit of the Loom, Inc., et
al. were granted authority to hire Ernst & Young LLP as their tax
accountants and auditors.

HVIDE MARINE: Reports Delay In Filing Of Form 10-K
Hvide Marine Incorporated (OTC Bulletin Board: HVDM) reports
that, as a result of the extensive and complex financial
disclosures associated with its emergence from Chapter 11 last
December, it has filed for a 15-day extension within which to
file its Annual Report on Form 10-K for the year ended December
31, 1999 with the Securities and Exchange Commission.

In addition, the Company reported that, due to adverse market
conditions in its three principal businesses, it anticipates
lower-than-projected earnings for the first quarter of 2000.  As
a result, the Company expects that it will not be in compliance
with certain covenants in its bank credit agreement as of March
31, 2000.  The Company is in negotiations with its lenders to
amend the bank credit agreement, the result of which will also
determine the proper classification of the bank debt on its
balance sheet as of December 31, 1999.

In its extension filing, the Company noted that its losses for
1999 will reflect the impact of "fresh-start" accounting
principles, including asset writedowns and other charges directly
associated with its emergence from Chapter 11.  The Company
estimates that its net loss for the twelve months ended
December 31, 1999 will be approximately $95 million.

With a fleet of 274 vessels, Hvide Marine is one of the world's
leading providers of marine support and transportation services,
primarily to the energy and chemical industries.  Visit Hvide on
the Web at

KEY PLASTICS: Receives Commitment For Up To $125M
Key Plastics LLC and certain of its domestics affiliates, filed
for voluntary petitions for reorganization under Chapter 11 of
the US Bankruptcy Code in the US Bankruptcy Court for the Eastern
District of Michigan, Southern Division.

The company also announced that it has received a proposed
commitment from its lending group for up to $125 M in debtor-in-
possession financing.

Key Plastics is a viable and growing company.

Since 1995, Key Plastics has grown from nine facilities in the US
and Mexico to 34 facilities in nine countries.

The company has enjoyed strong growth, tripling employment since
1995 while increasing sales 200% over that period.

Key Plastics designs and manufactures highly engineered precision
plastic components and subsystems, including Interior Trim such
as driver information, audio and HVAC components; Under Hood
components including pressurized bottles and mass air flow
housings, and Exterior Ornamentation including door handles
and fuel filler doors.

LICHTMAN'S: Files for Bankruptcy Protection
Toronto-based Lichtman's News and Books, Canada's largest
independent bookseller, declared bankruptcy yesterday, according
to a newswire report. The bookstore, which had been struggling
against the growth of book superstores, filed documents with the
federal superintendent of bankruptcy, voluntarily declaring
insolvency and putting itself into the hands of a receiver and
trustee acting for creditors. While the nine Lichtman's stores,
all in the Toronto area, will remain open for now, they will be
"operating in liquidation mode," said Peter Aykroyd, senior vice-
president of BDO Dunwoody Ltd., the trustee in bankruptcy acting
on behalf of creditors. The decision to wind down the business
comes almost a month after Lichtman's filed for protection from
its creditors as it tried to find a way to restructure the
business. (ABI 31-Mar-00)

MBA POULTRY: President Says Plant Will Re-Open
The president of MBA Poultry said he has found financing that
will allow him to reopen the chicken processing plant in Tecumseh
that was closed in January.

As many as 230 people could be rehired, president Mark Haskins
said Thursday.

"We anticipate being able to make an announcement to the public
over the course of the next several days," Haskins said. "We are
no longer seeking. We have found."

The plant uses a unique air-chilling process that Haskins says is
much less likely to contaminate chickens with bacteria than the
standard practice of dumping birds into a large tank of ice and

The technique has caught the attention of the U.S. Department of
Agriculture, which has funded a $250,000 study of the process by
two University of Nebraska assistant professors.

But the "Smart Chicken" brand name began disappearing from store
shelves in southeast Nebraska in January when the plant, having
suffered through equipment problems, abruptly closed and filed
for Chapter 11 bankruptcy protection from creditors.

Darrel Aerts, a poultry-producing partner from David City, was
upbeat Thursday and looked forward to refilling his poultry barns
with 90,000 birds. Aerts and other producers went through similar
pain in 1996 when Campbell's severed business ties. "I'd like to
think the third time is a charm," he said with a laugh.

Johnson County Development Director Judy Coe said she had heard
an announcement was coming.

"It's a very good product and a lot of people vented frustration
that they thought it would no longer be available," Coe said. "So
we're excited it might possibly be back on grocery shelves in the
near future."

MEDICAL RESOURCES: Reports Fourth Quarter and 1999 Results
Medical Resources, Inc. (OTC Bulletin Board: MRII) today reported
results for its fourth quarter and full year ended December 31,
1999.  Separately, the Company announced that it has reached an
agreement-in-principle with the holders of its Senior Notes to
convert the Company's $75,000,000 of Senior Notes into equity of
the Company. The agreement-in-principle is subject to certain
conditions, including internal approval by certain holders of the
Senior Notes.

For the year ended December 31, 1999, net service revenues were
$157.6 million compared to $179.1 million for the year ended
December 31, 1998.  The Company reported an operating loss (prior
to charges related to impairment of long-lived assets, losses on
sale and closure of centers and other unusual items) of $5.8
million for the year ended December 31, 1999, compared to
operating income (prior to charges related to the settlement of
the Company's class action lawsuit, potential penalties related
to the Company's Convertible Preferred Stock, losses on sale and
closure of centers and other unusual items) of $4.6 million for
the year ended December 31, 1998. The Company had a net loss
applicable to common stockholders of $52.3 million, or $5.45 per
common share (diluted) for the year ended December 31, 1999,
compared to a net loss from continuing operations applicable to
common stockholders of $25.6 million, or $ 3.23 per common share
(diluted), for the same period of 1998. Including income from
discontinued operations, which affected only the prior year's
results, the Company had a net loss applicable to common
stockholders of $19.9 million, or $ 2.51 per common share
(diluted), for 1998. The Company also announced that it had
reached an agreement-in-principle with the holders of its Senior
Notes to convert the Company's $75,000,000 of Senior Notes into
shares of Common Stock of the Company.  As previously announced,
the Company has been in technical default of the Senior Note
financial covenants since September 30, 1999, and had suspended
required monthly interest payments on the Senior Notes in January
2000.  As a result of these defaults, the holders of the Senior
Notes had the right, among other things, to accelerate the
maturity of the Senior Note obligations and demand immediate
payment from the Company.  In order to address the risk and
uncertainty relating to these on-going defaults, the Company
decided to enter into an agreement-in-principle pursuant to which
all of the Senior Notes, and approximately $5,121,000 of
unsecured debt held by the Company's primary medical equipment
lender, are to be converted into approximately 90% of the
Company's outstanding Common Stock.  Under this agreement-in-
principle, which is subject to certain conditions, it is
contemplated that the Company's remaining equity will be
distributed among junior creditors (including plaintiffs in
current lawsuits pending against the Company), other claim
holders and the Company's equity holders.

The conversion of Senior Notes and other distributions are to be
affected through a pre-negotiated Plan of Reorganization under
Chapter 11 of the Federal Bankruptcy Code.  It is contemplated
that the Plan of Reorganization (which will apply only to the
parent company, Medical Resources, Inc., and not to any of its
operating subsidiaries or affiliates) will be filed in early
April and, subject to court approval, consummated in sixty to
ninety days. Under the agreement-in-principle with the holders of
the Senior Notes, it is contemplated that the Company will meet
all of its trade credit and operating obligations in the ordinary
course and there will be no disruption with respect to physician,
vendor or employee relationships.  Commenting on the Senior Note
conversion, Christopher J. Joyce, the Company's Co-Chief
Executive Officer said "Due to reduced cash flow caused by
industry factors such as increased competition, reduced procedure
reimbursements and increased market share of managed care
payors, the Company determined that it would be unable to service
the Senior Notes and other unsecured debt and continue to meet
its other day-to-day obligations.  Ultimately, the Board of
Directors, after consultation with its adviser, Lazard Freres &
Co., determined that it was in the best interests of
the Company and its vendors, employees and medical providers to
enter into an agreement with the holders of the Senior Notes on a
consensual basis to relieve the Company of significant debt
obligations and preserve the Company's business and future

Regarding financial results for the quarter ended December 31,
1999, net service revenues for the Company were $37.5 million
compared to $41.2 million for the fourth quarter of 1998.  The
decline in net service revenues from the fourth quarter of 1998
was caused primarily by a decline in personal injury claims
business as a result of regulatory changes in New Jersey, an
ongoing decline in reimbursement rates of managed care payors and
the impact of the sale or closure of seven imaging centers during

For the fourth quarter of 1999, the Company reported an operating
loss (prior to charges related to severance, additional losses
attributable to closed centers and other unusual charges) of $3.6
million compared to an operating loss (prior to charges related
to the settlement of the Company's class action lawsuit,
potential penalties related to the Company's Convertible
Preferred Stock and other unusual charges) of $3.7 million for
the same quarter in 1998.

The operating loss in the fourth quarter of 1999 was adversely
impacted by an aggregate provision for doubtful accounts of $4.7
million, or 12% of net service revenues.  Whereas the fourth
quarter of 1999 bad debt rate represents an improvement over the
level of the fourth quarter of 1998 of 18% of net service
revenues, the rate is abnormally high due to increasingly complex
demands placed on the Company by managed care and other payors
with respect to submitted billing documentation.  The Company has
taken a number of steps to improve its billing and collections
and will continue to pursue recovery of these uncollected claims.

Fourth quarter of 1999 results benefited as compared to the same
period in 1998 due to the lower bad debts discussed above, and
the sale or closure of seven underperforming imaging centers
during 1999.  Offsetting these improvements in the fourth quarter
of 1999, was a decline in personal injury claims business as a
result of regulatory changes in New Jersey and the ongoing
decline in reimbursement rates of managed care payors.

For the quarter ended December 31, 1999, the Company had a net
loss applicable to common stockholders of $7.4 million, or $0.76
per common share (diluted), compared to a net loss from
continuing operations applicable to common stockholders of $12.1
million, or $1.33 per common share (diluted), for the same
quarter of 1998.  The Company's net loss applicable to common
stockholders for the fourth quarter of 1999 includes charges
related to severance of $0.7 million and additional losses
attributable to closed centers of $0.2 million.  Fourth quarter
of 1998 unusual charges consist of $3.7 million associated with
the December 1998 agreement-in-principle to settle the class
action lawsuits pending against the Company and $1.5 million in
penalties that may be asserted by the holders of the Company's
Series C Convertible Preferred Stock.

Medical Resources specializes in the ownership, operation and
management of fixed-site outpatient medical diagnostic imaging
centers.  The Company operates 83 imaging centers in the U.S. and
provides network management services to managed care
organizations in regions where its centers are concentrated.

NIPPON CREDIT BANK: Softbank Deal Delayed by Goldman Role
The attempt by Softbank, the Japanese internet group, to
purchase the nationalised Nippon Credit Bank has been
delayed amid concerns over the role of Goldman Sachs.

The US investment bank is advising Softbank, and Japanese
government officials have expressed concerns over a
possible conflict of interest.  Goldman Sachs also advised
the Financial Reconstruction Commission, the body in charge
of banking reform, on the sale of Long Term Credit Bank,
the first nationalised bank, to Ripplewood last year.

Following the concerns, the Softbank consortium was forced
to suspend its due diligence of NCB this week. The
government announced this year it would sell NCB to the
consortium led by Softbank, which includes Tokyo Marine and
Fire, and Orix.

Goldman's work on LTCB has ended, and the bank discussed
its position with the FRC before taking on the role with
Softbank. It pledged to maintain confidentiality and ensure
that there was no conflict of interest.  But though the FRC
accepted these arguments last year, in recent weeks politicians
have complained that Goldman faces a conflict of interest.

"I think people are concerned with reputational questions
now - politicians are asking more questions about the sale
of nationalised banks," said one Japanese observer close to
the deal.

Some government officials have suggested that Goldman could
resolve this by using different advisory teams. The FRC and
Goldman on Wednesday both refused to comment.  Goldman has
faced similar criticism about potential conflicts of
interest in the US and Europe recently. The delay is also a
blow for the FRC, which is keen to conduct a rapid sale of
NCB and demonstrate that it can make Japan's markets
transparent and efficient.

Another issue complicating the sale process is a dispute
between Softbank and the FRC about the style of due
diligence that should be used. The FRC has told Softbank
that it could either conduct thorough due diligence and
carry all the risk itself or conduct limited diligence and
have a loss-sharing scheme.  (Financial Times 30-March-

NORTH AMERICCAN: Baxter Agrees to Extend Loan Maturity to April 7
North American Vaccine (Amex: NVX) announced today that it is
continuing to discuss with Baxter International Inc. matters in
connection with the Share Exchange Agreement.  Baxter has
proposed that the parties modify the existing Share Exchange
Agreement based on concerns which include the Company's failure
to complete manufacturing of a two month supply of NeisVac-C(TM)
and obtain United Kingdom regulatory approval for NeisVac-C(TM)
prior to the specified April 1 deadline.  The Company's Board of
Directors is considering its options during these discussions.

The discussions have involved proposals that include, among other
things, a reduction in the purchase price, the terms under which
additional financing would be available to the Company, an
extension of the date by which conditions to closing are to be
satisfied, additional conditions to closing and changes to
existing conditions to closing, the outside date for termination
of the Share Exchange Agreement, and an early termination of the
Share Exchange Agreement. There can be no assurances as to
whether the Company and Baxter will reach an agreement with
respect to a mutually acceptable modification to the Share
Exchange Agreement or mutually acceptable termination
arrangements or as to the timing of any such agreement.  If the
parties are unable to reach such an agreement and Baxter
determines not to waive the conditions to closing which the
Company is unable to meet, Baxter will not be obligated to close
on the acquisition transaction and the Company will continue to
be bound by the terms of the Share Exchange Agreement through at
least May 31, 2000.  Baxter has advised the Company that it does
not intend to terminate the Share Exchange Agreement.  The
parties have agreed to an extension of the maturity of the
Company's credit facility with the Bank of America so that the
credit facility will come due and payable on April 7, 2000 rather
than March 31, 2000 in order to facilitate further discussions by
Baxter and the Company.  The line of credit is secured by a
pledge of all of the Company's otherwise unencumbered assets.
There can be no assurances that the maturity of the credit
facility will be extended further or that the Company will be
able to refinance this indebtedness or obtain financing for its
continued operations.  If the Company cannot obtain financing,
there can be no assurance that the Company can continue its
operations for any period of time without seeking bankruptcy

North American Vaccine, Inc. is engaged in the research,
development, production and sales of vaccines for the prevention
of human infectious diseases.

PHILIPPINE AIRLINES: Forecasts annual loss this year
Philippine Airlines, the national flag carrier expects a
net loss of $16.4 million for the 1999-2000 fiscal year for
its rehab plan.

PAL President Avelino Zapanta said PAL is shooting for
break-even result at best or a minimal loss at worst,
lamenting that the rising cost of jet fuel which makes up a
quarter of PAL's operating budget, was dragging down the
carrier's impressive operational performance.

"We would have easily made a year-end profit of P500
million if not for the unforeseen 63 percent rise in the
price of aviation fuel since the start of the fiscal. over
which we had no control," Zapanta said.

On the other hand, PAL chairman Lucio Tan said the flag
carrier will aim to recover in five years, half the time
projected by its receiver and creditors.  Tan exhorted PAL
employees to build on this year's gains, saying "our goal
should be to graduate from rehabilitation sooner than 10
years the rehab plan projects. If we can do it in half the
time projected -- in five years - then that will be a major
accomplishment unprecedented in the annals of Philippine

Earlier, PAL released its performance report for January
which showed a P98.3 million net income for the month.
(RP Business News  28-March-2000)

PHYSICIAN COMPUTER: Medical Manager Corp Completes Acquisition
Medical Manager Corporation (NASDAQ: MMGR) announces that it has
completed the previously announced acquisition of Physician
Computer Network, Inc. (OTC: PCNI).

In accordance with the Plan of Reorganization which was filed by
PCN under Chapter 11 of the U.S. Bankruptcy Code and confirmed by
a U.S. Bankruptcy Court, Medical Manager has exchanged $15
million in cash and $37.5 million in shares of its common stock
and assumed approximately $13 million in net liabilities in
exchange for substantially all of the operating assets of
Physician Computer Network (PCN) and its subsidiaries.

Medical Manager Corporation, through its subsidiaries, Medical
Manager Health Systems and CareInsite (NASDAQ: CARI), is
transforming the information infrastructure of America's
practicing physicians and with the acquisition of PCN now
provides practice management systems to over 185,000 physicians
throughout the U.S. The integration of PCN into the Medical
Manager franchise creates significant opportunities for the
combined organization. Medical Manager's penetration in key
geographic markets provides opportunities for more comprehensive
as well as more efficient customer support. It also creates
significant cross-selling opportunities between the two
organizations. Increasing the size of Medical Manager's franchise
enhances the value to other potential business partners
interested in gaining a more efficient channel of
physician distribution.

As previously announced, CareInsite is the exclusive provider of
web-based physician portal and clinical e-commerce transactions
to PCN's user base. Martin J. Wygod, Chairman of Medical Manager
and CareInsite, said, "The acquisition of PCN by Medical Manager
creates significant opportunities for CareInsite. This
acquisition strengthens CareInsite's appeal to large health
plans, pharmacies and clinical labs given the combined physician
base and distribution organizations located in virtually every
local geographic market in the country. It also accelerates
CareInsite's ability to offer secure web-based services
which are fully integrated into the workflow and data of PCN's
installed base."

Medical Manager Corporation (NASDAQ: MMGR) operates three
principal lines of business: physician practice management
systems through Medical Manager Health Systems, Inc., healthcare
e-commerce through CareInsite, Inc. (NASDAQ: CARI), and plastics
and filtration technologies through Porex Corporation.

On February 14, 2000, Medical Manager announced that it had
signed definitive agreements with Healtheon/WebMD Corporation
(NASDAQ: HLTH) pursuant to which Healtheon/WebMD will acquire
Medical Manager Corporation and its publicly traded subsidiary,

PROFAB MANUFACTURING: Placed Into Receivership
Profab Energy Services Ltd. ("Profab") announced that Alberta
Treasury Branches ("ATB"), Profab's secured lender, and
Profab have agreed to place Profab Manufacturing Ltd. ("PML"), a
subsidiary of Profab, into receivership and have further agreed
that BDO Dunwoody Limited will be the privately appointed
Receiver.  PML's operations include the manufacture and
distribution of oil and gas production equipment, consisting of
gas compressors and separator packages.   Such receivership is to
enable ATB to recover up to $2.05 million payable by Profab to
ATB, the amount of which is secured by, amongst other security, a
General Security Agreement over all of PML's assets.

Profab also announced today that it has agreed to the assignment
into bankruptcy of PML, to assist in the orderly liquidation of
Profab's assets and to protect the interests of the various
creditors of PML.

In addition to the bankruptcy and receivership proceedings
involving PML, PML has recently received claims in the aggregate
amount of approximately $350,000 from unsecured creditors.  At
this time Profab believes that the realizable value of assets of
PML is in excess of the funds payable to ATB and that PML will
continue to operate its manufacturing business.

The status and result of the bankruptcy and receivership
proceedings being brought against PML may affect the matters to
be considered at the Profab shareholders meeting scheduled for
April 14, 2000.  Profab will provide proper notification of the
status of PML's bankruptcy and receivership prior to the
shareholders meeting if material events arise in the interim.

PROTECTION ONE: Fitch IBCA Lowers Sr. Notes
Protection One, Inc.'s (POI) senior unsecured notes are
downgraded to 'B+' from 'BB', the company's senior subordinated
notes are downgraded to 'B-' from 'B+', and POI is maintained on
RatingAlert Negative by Fitch IBCA. POI was downgraded on Nov. 5,
1999, and remained on RatingAlert Negative as liquidity
constraint concerns increased, the company's operational
performance weakened, issues had been raised regarding the
company's accounting treatment of amortization for new customers,
and POI's majority equity holder signaled to the market that it
was reviewing its support of POI. The company is downgraded due
to on-going difficulties in its business, lower interest
coverage, and a complete loss of support from its majority owner.
POI remains on RatingAlert Negative as the SEC questions remain
unresolved (even though POI has changed its accounting principle
for customer accounts and estimated useful life for goodwill),
and the company's operational and financial difficulties

Today's action follows announcement of the company's fourth
quarter earnings and a loss of support from Western Resources, a
Kansas electric utility company, which owns 85% of POI common
stock and is the sole lender to the company's new senior credit
facility. Fitch IBCA recently downgraded Western Resources to
'BB+' from 'A-'. POI's year-end operating results include higher
operating costs and above industry-average customer attrition
levels. This resulted in continuing earnings before interest,
taxes, depreciation, and amortization (EBITDA) margin pressures,
high leverage, declining interest coverage, and the company's
limited financial flexibility. EBITDA margins declined to 34.3%
from 37.3% as operating expenses increased due to additional
staff to improve customer service as attrition rates for the
company increased. Continued focus on decreasing its attrition
rates to normal industry levels is expected to continue
challenging POI's EBITDA margins. The company has stated that it
is taking specific steps to improve these attrition levels going

Credit statistics show the interest coverage ratio, measured by
EBITDA to cash interest, weakening to 3.0 times (x) and POI's
leverage, measured by total debt to EBITDA, at 5.4x. Fitch IBCA
expects that leverage will remain relatively high for the
foreseeable future. POI could face liquidity constraints and may
have difficulty accessing the capital markets in the near term,
as issues relating to its weak operating and financial
performance remain unclear. Fitch IBCA anticipates that leverage
will remain high, interest coverage could deteriorate further,
and cash flow after capital expenditures will remain weak.

In addition, Western Resources recently announced that it will
separate its business into two separate public companies; one for
its electric utility business and the other for its non-electric
business (mostly POI and some natural gas holdings). Western
Resources' expected ownership and support of Protection One was
an important factor supporting Fitch IBCA's underlying initial
ratings of POI. Western Resources has stated that it is reviewing
all options regarding its ownership of POI. Westar Capital, a
subsidiary of Western Resources, recently became the sole lender
of POI's senior credit facility. POI also recently sold its
European operations to Westar Capital for approximately $244
million, consisting of $183 million in cash and $61 million of
POI debt securities. At the same time the two entities
restructured their credit facility by reducing the facility to
$115 million from $250 million, with a maturity date of Jan. 2,
2001. As a result of these transactions, Western Resources owns
no debt securities of POI, except for the senior credit facility.
POI's debt obligations are much higher than this credit facility
and the company can no longer rely on the support of Western

POI is the second-largest monitored security company in the
world, serving more than 1.5 million customers in the United
States and Canada. The company has grown exponentially in recent
years through its aggressive acquisition strategy.  

SERVICE MERCHANDISE: 1999 Results and 2000 Business Plan
In a press release dated February 22, 2000, Service Merchandise
announces EBITDAR (earnings before interest, taxes, depreciation,
amortization and restructuring charges) which it says reflect the
success of the Company's stabilization efforts during 1999.  
Specifically, the Company reports:

EBITDAR of $25.2 million from continuing operations for the year
ended January 2, 2000;

EBITDAR of $68.3 million from continuing operations for the three  
months ended January 2, 2000 was , compared to $49.1 million for
the prior year fourth quarter; and

EBITDAR of $47.6 million, from continuing operations for the nine
months ended January 2, 2000, encompassing reporting periods
following the commencement of the Company's voluntary Chapter 11
case on March 27, 1999, exceeding the Company's 1999
Stabilization Plan by $12.6 million, or 36.1 percent.

With the completion of its independent audit for the year ended
January 2, 2000, the Company announced a net loss of $243.7
million, or $2.45 per common share, for the fiscal year, on net
sales of $2.23 billion. For the prior year, the Company reported
a net loss of $110.3 million, or $1.11 per common share, on net
sales of $3.17 billion. For the 13 weeks ended January 2, 2000,
the Company reported net income of $28.0 million, or $.28
per share, on net sales of $835.7 million, as compared with a net
loss of $41.8 million, or a loss of $.42 per share, or net sales
of $1.29 billion for the 14 weeks ended January 3, 1999.

Commenting on the year's financial results, Chief Executive
Officer Sam Cusano said that "the Company continues to make good
progress in its restructuring efforts, with 1999 as a year of
stabilization for Service Merchandise. The year's results
included costs associated with closed facilities, restructuring
and reorganization items of $135.0 million incurred in connection
with the closing of 122 stores, the disposition of surplus
inventory and real estate interests, and in connection with the
Company's reorganization cases. The Company's EBITDAR results
substantially exceeded the benchmark targets established in our
1999 Stabilization Plan and reflect the Company's strong
performance during the 1999 holiday season. The Company's
liquidity position remain strong at year-end, with minimum
availability of $150 mllion and maximum excess
availability of more than $400 million at year-end."

2000 Business Plan

Mr. Cusano says that, building on the successful stabilization of
the Company's business through its 1999 Business Plan, and based
on significant analyses of its business, Service Merchandise had
formulated a 2000 Business Plan designed to establish long-term
profitability, and to provide the platform for emerging from the
chapter 11 cases.
The 2000 Business Plan as contemplated by the Company encompass
the refinement of its product mix with a heightened focus on
jewelry and a more targeted assortment of hardlines, and a
convergence of the Internet and its store selling environments.

(A) Refined Product Mix with Greater Focus on Core Competence

Mr. Cusano reveals that Service Merchandise's jewelry operations
sell more jewelry per store each year than competitive national
jewelry retailers, and contribute the majority of the Company's
EBITDAR, whereas certain hardlines sectors compare less favorably
to competitors and continue to be unprofitable for the Company.

Based on the Company's analyses and market review, Service
Merchandise will:
(i) focus more on the design, manufacture and sale of jewelry
with the bulk of the expansion on diamonds, and an expansion in
higher-end or 'guild' products;

(ii) offer a more targeted selection of hardlines items that
customers have historically shown their affinity of buying at
Service Merchandise - housewares and giftware which include
tabletop, cookware, small appliances, dining and patio
furniture, pantryware, silver, crystal, personal care, floor
care, luggage and clocks;
(iii) exit certain unprofitable hardlines categories, including
toys, juvenile, sporting goods, most consumer electronics and
indoor furniture;

(iv) conduct clearance sales at its 221 stores in order to
rebalance its inventory requirements consistent with the 2000
Business Plan.

(B) Convergence of Internet and Store Selling Environments

As planned, each Service Merchandise store is to feature Internet
kiosks that will provide immediate access to the Company's web
site,, its bridal and gift registry,
and its store directory, and will facilitate customers' choice to
pick up merchandise from the store or have it delivered to their
homes, using the in-store Internet kiosks.

(C) Additional Vendor Partnerships

The Company plans to enter into additional vendor partnerships
similar to its recently announced alliances with brands such as
Corning, Black and Decker and Panasonic Home. In connection with
this, Service Merchandise plans to offer a portion of each
company's product line in its stores and the entire product line
via the Internet. The Company is working to establish a system to
offer the hardlines categories which will no longer be carried in
stores for purchase via the Internet based on vendor ability to
ship directly to consumers.

(D) Debt Conversion

The Company is considering a debt conversion of the Company's
prepetition unsecured claims into new common equity of the
reorganized company. Under this plan, the existing common stock
of the Company would be cancelled and existing shareholders would
not receive any distribution in connection with the

(E) Real Estate Initiatives

A more focused product mix will permit the Company to unlock
value from its real estate assets. The Company plans to reformat
its stores to feature increased square footage for jewelry and
related items, but less square footage overall. Under its 2000
Business Plan, the Company plans to continue operating
substantially all of its 221 locations, and for all stores to
receive Internet kiosks and other capital improvements. 70 to 80
stores are scheduled for total refurbishment during the next 6
months while the rest will undergo a more limited capital
improvement remodel during 2000. Another 70 to 80 stores are
scheduled for total refurbishment and upgrade to an expanded
jewelry selling area in 2001. The Company will evaluate the long-
term use, and possible replacement of the remaining 50 to 60
stores as part of the Company's five year strategic business plan
upon its anticipated exit from chapter 11 in 2001.

In connection with the store refurbishment program, approximately
one half of each store will become available for subleasing or
other real estate transactions. The Company plans to work with
its real estate advisors to identify and negotiate package real
estate deals with retailers having similar demographic profiles
as Service Merchandise and the ability to drive additional
traffic to the Company's stores.

(F) Closure of 2 Distribution Centers

The elimination of certain unprofitable hardlines categories will
enable the Company to reduce logistics demands and allow it to
close its Orlando, Florida and Montgomery, New York distribution
centers during 2000 and to consolidate its logistics operations
in its Nashville regional distribution center.

(G) Human Capital Initiatives

As part of the 2000 Business Plan, the Company plans to
immediately reduce its workforce at its corporate offices in
Nashville and throughout its stores organizations. This will
result in the elimination of approximately 4,800 positions in
stages during the 2000 fiscal year. Approximately 350
distribution centers will also be impacted according to the plan.
The Company seeks to benefit go-forward employees and provide
enhanced severance to most transitional employees who are asked
to work with the Company for a limited period of time to complete
specific projects.

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

In the heels of the success of the 1999 stabilization plan, the
2000 Business Plan, if also successfully implemented, the Company
says, should provide the framework for a plan of reorganization
to be proposed, filed, prosecuted, confirmed and consummated
during 2001.

The Company has filed motions seeking the Court's approval for
certain elements of its 2000 Business Plan, including the new
Fleet financing facility, modifications to the Company's existing
employee retention program, and the retention of advisors in
connection with the Company's strategic real estate initiatives.
(Service Merchandise Bankruptcy News - Issue 11; Bankruptcy
Creditor's Service Inc.)

SMURFIT STONE: Moody's Confirms Debt Ratings
Moody's Investor's Service confirmed the debt ratings of Stone
Container Corporation and Jefferson Smurfit Corporation (JSCUS),
both subsidiaries of Smurfit-Stone Container Corporation. The
ratings had been placed under review following the announcement
of the company's planned acquisition of St. Laurent Paperboard
(unrated). The confirmation of the ratings reflects Moody's
belief that the company will be able to counter the increase in
debt which will accrue from the transaction by an expected
continuation of improvement in product pricing and cash
generation over the next 18 to 24 months. The ratings of both
Stone and JSCUS continue to reflect their high debt leverage, the
volatility in pricing of core products, and an aggressive
acquisition strategy. This rating action concludes a review begun
on February 24, 2000.

Ratings confirmed are:

Stone Container Corporation:

Senior secured bank debt, tranches B,C,D, and E: Ba3

First mortgage bonds: B1

Senior unsecured note and debenture: B2

Subordinated notes and debentures: B3

Preferred stock: caa

Senior Implied rating: B1

Jefferson Smurfit Corporation (US)

Senior secured bank debt: Ba3

Senior unsecured notes and debentures: B2

Senior implied: B1

Smurfit-Stone will acquire St. Laurant Paperboard in a
transaction totaling approximately $1.4 billion, which will
result in an increase in debt at Stone and its related
subsidiaries of slightly more than $1.0 billion. Moody's expects
Stone's debt protection measurements to decline immediately
following the completion of the transaction, until such time as
the Stone begins to realize available synergies and cost savings
from the integration of the two companies. However, we believe
that earnings and cash generation are expected to move sharply
higher over the next two years on higher product pricing.
Retained cash flow to total debt could rise as high as 20% in
2001 and 2002, if containerboard prices continue to improve.
Moody's believes that the company will generate significant
excess cash over the intermediate term, which Stone could
possibly use for debt reduction. If the company accomplishes
sufficient debt reduction prior the next industry downturn, then
the existing ratings will be better positioned. Failure to reduce
debt could result in negative pressure on the ratings.

The Ba3 ratings on the senior secured bank tranches reflect the
excess value of the collateral security to the level of the debt.
The B1 rating on the First Mortgage Bonds reflects the lower
level of security provided by the allocated collateral.

Smurfit-Stone Container Corporation, headquartered in Chicago,
Illinois, is an integrated producer of paper, paperboard, and
packaging, and is a large collector, marketer, and exporter of
recycled fiber.

THAI OIL PLC: Thai Bankruptcy Court Okays Thai Oil Debt Plan
Thailand's Central Bankruptcy Court approved a $2.29 billion debt
restructuring plan for Thai Oil Plc, two days after all creditors
of the debt-ridden refiner had given their final approval,
according to Reuters. The court ruling will end a 16-month
suspension of debt repayments by the firm and is the largest
single completed corporate debt restructuring case in Thailand,
the firm's financial adviser, Chase Manhattan, said. The court
ordered the firm's debt to be restructured by the end of April,
reducing debt to $1.4 billion from $2.29 billion. "Creditors
agreed with the plan, although they will not get their full money
back, because they think it is better not to let the company go
bankrupt," Thai Oil Managing Director Chulchit Bunyaketu told
reporters after the court verdict. Thai Oil is scheduled to sign
the restructuring agreement with all creditors on April 3. (ABI

THAI PETROCHEM.INDUS.: Special Venture For Creditors?
Thailand's biggest corporate defaulter, Thai Petrochemical
Industry PCL, is proposing a new restructuring plan to its
creditors, in a last-ditch effort to keep them from taking
control of the company.

In a letter due to be sent to creditors by today, TPI
founder and Chief Executive Prachai Leophairatana proposes
that the company's creditors set up a special-purpose
company that would be controlled by one of the Big Five
international accounting firms. But unlike an arrangement
proposed by TPI's creditors, this proposal includes
allowing TPI's existing management to run the company while
it undergoes a restructuring.

The offer gives a new twist to a two-year struggle between
Mr. Prachai and financial creditors over how to tackle TPI
debts, which now amount to nearly $3.5 billion. That
struggle ended in mid-March when creditors won a hostile
lawsuit against TPI in Thailand's bankruptcy court. The
court declared TPI insolvent, ordered it to undergo a
financial overhaul, and left it up to creditors to choose
who will prepare a restructuring plan and manage the
company while the plan is implemented.

Thailand's official receiver is to convene a meeting of
creditors to vote on their choice, probably in mid-April.
Under the terms of the court-ordered restructuring, the
plan administrator assumes authority over the operations of
the company for the duration of the plan.  Five major TPI
creditors are proposing that Effective Planner, a unit of
Australian auditors Ferrier Hodgson, prepare the plan and
run the company.

Ferrier Hodgson's Thai subsidiary acted as adviser to
Bangkok Bank, one of the biggest creditors, throughout
negotiations on restructuring TPI. The five creditors
account for a little less than the two-thirds of TPI's
outstanding debts, the amount they need to secure their
choice of planner. They are trying to gather additional
support from other creditors for the April meeting.

In a bid to pre-empt that outcome, Mr. Prachai's offer,
sent to all creditors, not just financial institutions,
proposes that TPI set up a joint-venture, special-purpose
company with a big international accounting firm, which
would appoint a majority of the board members.

The new company would negotiate the terms of the
restructuring and supervise its implementation. "They will
have the power to run the process," said TPI's chief
investment officer, Vivat Vithoontien.

Under Mr. Prachai's proposal, the new entity would
"delegate limited powers" to TPI's existing management so
that they can continue to run operations, but it would hold
joint authority to sign checks and provide independent
monitoring of the company's cash flow, and would make
monthly progress reports to both the court and creditors.

TPI's management acknowledges the company will have to
fight a high level of creditor fatigue to reopen talks on
the terms of the restructuring. Over the past two years,
Mr. Prachai and his creditors have struck accords only to
have them come undone when Mr. Prachai said lenders had
imposed conditions on the company that were too strict.

Mr. Prachai, an autocratic chief executive who has run TPI
since it was founded 22 years ago, also wanted the
creditors to agree to certain terms that would allow him to
raise new equity for TPI before he would sign any
restructuring accord. But they refused. Now, those same
issues would have to be revisited.

"I hope the creditors are taking the view that commercial
and professional common sense must prevail over personal
feelings," Mr. Vivat said.

TPI says that the restructuring plan prepared by the
special-purpose company still would be based largely on the
plan already negotiated with creditors but amended to
incorporate the principles for a future capital raising.

"I'm not asking them to renegotiate the whole package, I'm
asking them to come back and negotiate where we left off,"
Mr. Vivat said.TPI believes the main attraction for
creditors in their new offer will be that it saves them the
responsibility of taking on the complex task of running
Southeast Asia's only fully integrated petrochemical
complex with over 5,000 employees.

It says the plan to keep existing management in place
offers creditors the best opportunity to maximize the
company's operating value and the fastest route to
obtaining repayment of their debts.  Effective Planner's
managing director, Anthony Norman, who leaves on a 10-day
roadshow of major Asian and Western capitals on Wednesday
to present the company's credentials to creditors,
challenges the argument.

TPI's 1999 financial statement submitted to the stock
exchange last week shows revenue rose from 46 billion baht
($1.22 billion) in 1998 to 56 billion baht, but earnings
before interest, tax and depreciation fell to five billion
baht from nine billion baht, he notes.

"The creditors are going to have to choose between one set
of management who haven't delivered value and another set
of management who are untested but are confident they can,"
Mr. Norman said. "We're past the negotiating phase. That
is the position of the creditors and it doesn't seem to be
accepted by the company yet."

Effective Planner has recruited a former managing director
of Caltex Oil, Barry Murphy, to head a team of up to 40
experienced petrochemical industry personel to take over
TPI's operations if it wins creditors' approval. Mr.
Norman said the company will seek the cooperation of Mr.
Prachai and his staff.

"We are prepared for minimum cooperation," he said, adding
that he hopes to get more. "If it comes to a process of
attrition, we can still get there," he said.

TPI's management is highly skeptical of these claims.
"There's a tremendous potential liability in what they are
doing," Mr. Vivat says. "A petrochemical plant can blow up
easily." (The Asian Wall Street Journal   27-March-2000)

TULTEX CORP: Seeks Authority to Sell Discus Brand
The debtors, Tultex Corporation, et al. seek court authority to
establish bidding procedures and approve a break-up fee in
connection with the sale of the DISCUS Brand and authorizing the
sale of the DISCUS Brand to Russell Corporation

Russell has agreed to pay the debtor $2.75 million in cash for
the DISCUS Brand.  The debtors will accept bids from interested
third parties pursuant to the Bidding Procedures.  Offers for the
Discus Brand must contain a minimum initial bid providing
consideration of at least $25,000 higher than the consideration
provided.  The minimum increment for subsequent bids will be

The debtors will seek court approval of the sale of the Discus
Brand to the highest and best offer on April 5, 2000 at 2:00 PM
at the US Courthouse, 700 East Main Street, Danville, Virginia.  
Russell is seeking Break-up fees of $125,000 in the event of a
higher bid.

TULTEX CORP: Seeks Authority to Sell Discus Inventory
The debtors, Tultex Corporation, et al. seek court authority to
establish bidding procedures and approve a break-up fee in
connection with the sale of the DISCUS Inventory and authorizing
the sale of the DISCUS Inventory to R.G. Riley & Sons, Inc.

R.G. Riley & Sons, Inc. has agreed to pay the debtor $5,535,946
in cash for the DISCUS Inventory.  The debtors will accept bids
from interested third parties pursuant to the Bidding Procedures.  
Offers for the Discus Inventory must contain a minimum initial
bid providing consideration higher than the consideration
provided.  The minimum increment for subsequent bids will be

The debtors will seek court approval of the sale of the Discus
Inventory to the highest and best offer on April 5, 2000 at 2:00
PM at the US Courthouse, 700 East Main Street, Danville,
Virginia.  R.G. Riley & Sons, Inc. is seeking Break-up fees of
$150,000 in the event of a higher bid.

UNITED HOMES: Case Summary and 20 Largest Unsecured Creditors
Debtor: United Homes, Inc.
        2100 Golf Road, #110
        Rolling Meadows, IL 60006-4220

Petition Date: March 9, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-07278

Judge: Ronald Barliant

Debtor's Counsel: Glenn R. Heyman
                  Dannen, Crane, Heyman & Simon
                  Suite 1540
                  135 South, LaSalle Street
                  Chicago, IL 60603-4297

Total Assets: $ 1 million above
Total Debts:  $ 1 million above

20 Largest Unsecured Creditors

AirRite Heating & Cooling           $ 233,368

All Line Electric
520 Quail Hollow Road #100
Wheeling, IL 60090                  $ 627,490

Alright Concrete
1500 Rumblewood Dr.
Streamwood, IL 60107                $ 407,910

Coleman Floor Co.
3100 Tollview Dr.
Rolling Meadows, IL 60008           $ 901,269

Denk & Roche Builders
104 Gateway Road
Bensenville, IL 60106               $ 504,139

Edward Hines Lumber
550 East Devon Ave
Itasca, IL 60143                    $ 402,183

Eller Media Co.                     $ 191,219

Heritage Plumbing
2116 Stonington Ave.
Hoffman Estates, IL 60195           $ 272,344

M. Ecker & Co.
5374 N. Elston Ave.
Chicago, IL 60630                 $ 1,021,478

Manhard Consulting
900 Woodland Parkway
Vermon Hills, IL 60061              $ 260,326

Michael Walters Advertising
444 N. Wabash Ave #4
West Chicago, IL 60611              $ 336,790

Nat'l City Bank Trustee
851 Nocolett Mall
Minneapolis, MN 55402             $ 7,000,000

Parcon Construction
12152 Naper-Plainfield Rd
Plainfield, IL 60544                $ 449,662

Pirtano Construction Co.
1766 Armitage Ct.
Addison, IL 60101                   $ 472,200

Popko Roofing                       $ 207,759

Professional Plumbing, Inc.
1436 S. Barrington Road
Barringon, IL 60010                 $ 286,859

R&D Thiel, Inc.
2340 Newburg Road
Belvidere, IL 61008               $ 1,026,702

R.L. Schol                          $ 204,737

Scarlet Glow Heating
& Cooling
191 Covington Dr.
Bloomingdale, IL 60108              $ 271,421

Service Decorating Co.
47 W. Irving Rd.
Roselle, IL 60172                   $ 645,128

VENCOR: Reports 1999 Results
Vencor, Inc. announced its operating results for the fourth
quarter and year ended December 31, 1999.

For the fourth quarter of 1999, the Company reported a net loss
of$585.6 million, or $8.32 per share, compared to a net loss of
$605.9 million, or $8.68 per share, for the fourth quarter of
1998. Operating results for both quarters included significant
charges related to certain unusual transactions and year-end
adjustments. Revenues for the quarter totaled $594.6 million
compared to $679.6 million for the same period a year ago. Fourth
quarter 1999 revenues were reduced by$80.4 million as a result of
an increase in the provision for loss related to third-party

Operating results for the fourth quarter of 1999 included pretax
charges of $ 391.6 million related to certain unusual
transactions. The most significant of these charges related to
long-lived asset impairments ($330.4 million), including
goodwill, for 71 nursing centers and 21 hospitals. The Company
will adopt an amortization period of 20 years from the date of
acquisition for goodwill effective January 1, 2000. Other unusual
charges included costs associated with the realignment of the
Company's Vencare ancillary services division ($56.3 million),
including $42.3 million of goodwill, curtailment costs
for a supplemental executive retirement plan ($7.3 million) and a
credit of $2.4 million related to certain corporate properties.

Fourth quarter 1999 results also included pretax charges
aggregating $167.1 million recorded in connection with certain
year-end adjustments. These adjustments included, among other
things, additional provisions for loss related to doubtful
accounts ($82.4 million), third-party reimbursement allowances ($
80.4 million) and professional liability risks ($11.4 million),
all of which resulted from changes in estimates.

Costs incurred by the Company in the fourth quarter of 1999
related to its restructuring activities totaled $6.3 million.

Operating results for the fourth quarter of 1998 included pretax
charges of $411.9 million related to certain unusual
transactions. The most significant of these charges related to
long-lived asset impairments ($307.8 million), including
goodwill, for 110 nursing centers, 12 hospitals and the goodwill
associated with the rehabilitation therapy business. Other
unusual charges included write-downs of (i) the Company's
investment in Behavioral Healthcare Corporation ($43.1 million),
(ii) a Wisconsin nursing center ($27.5 million), (iii) certain
corporate properties ($15.1 million) and (iv) assets of acquired
entities ($13.5 million). The Company also wrote off $10.1
million of nursing center clinical information systems, recorded
a loss of $7.8 million in connection with the settlement of
certain litigation assumed as part of an acquisition and recorded
a gain of $13.0 million on the sale of an investment.

Fourth quarter 1998 results also included pretax charges
aggregating $78.9 million recorded in connection with certain
year-end adjustments. These adjustments included, among other
things, additional provisions for loss related to doubtful
accounts ($29.0 million) and third-party reimbursement allowances
($ 27.7 million), both of which resulted from changes in

For the year ended December 31, 1999, the Company reported a net
loss from operations of $683.2 million, or $9.72 per share,
compared to a loss from operations of $572.9 million, or $8.39
per share, for 1998. Revenues for 1999 totaled $2.7 billion,
compared to $3.0 billion in 1998. Operating results for
the full year 1999 included unusual pretax charges of $20.8
million recorded in prior quarters. For 1998, unusual pretax
charges of $27.2 million were recorded in prior quarters.

Effective January 1, 1999, the Company changed its method of
accounting for start-up costs, resulting in a charge of $8.9
million, or $0.13 per share. Extraordinary losses related to the
refinancing of long-term debt in 1998 aggregated $77.9 million,
or $1.14 per share.

At December 31, 1999, the Company was not in compliance with a
covenant in its DIP Financing related to the minimum net amount
of accounts receivable. The Company intends to seek an amendment
or waiver to the DIP Financing to remedy this event of default.
Since there were no outstanding borrowings under the DIP
Financing at December 31, 1999, the event of default had no
effect on the Company's consolidated financial statements.
However, if the Company is not successful in obtaining an
amendment or waiver to remedy the event of default, its ability
to borrow under the DIP Financing to finance its operations
during the pendency of the restructuring period may be limited.

The Company also announced that it had filed its 1999 Annual
Report on Form 10-K with the Securities and Exchange Commission
on March 30.

As previously disclosed, the Company and substantially all of its
subsidiaries filed voluntary petitions for protection under
Chapter 11 of the United States Bankruptcy Code on September 13,

The Company is currently operating its businesses as a debtor-in-
possession subject to the jurisdiction of the United States
Bankruptcy Court in Delaware. The Company is continuing to
negotiate an agreement on a plan of reorganization with its
senior bank lenders, its primary landlord, Ventas, Inc.
(NYSE:VTR), its subordinated noteholders and the Federal
government. The Company's consolidated financial statements have
been prepared on the basis of accounting applicable to going
concerns and do not include any adjustments that might result
from the resolution of the Chapter 11 Cases or other matters
discussed in the consolidated financial statements.

XCL LTD: Extends Filing Date for 1999 Annual Report on Form 10-K
XCL Ltd. (OTC BB: XCLT) announces that it has filed a
Notification of Late Filing on Form 12b-25 with the Securities
and Exchange Commission with respect to its Annual Report on Form
10-K for the fiscal year ended December 31, 1999, for the
following reasons.

On June 25, 1999, an involuntary bankruptcy proceeding was
commenced against XCL-China Ltd., the company's principal
operating subsidiary, by Apache China Corporation, LDC
("Apache"), the Operator under the Production Sharing Agreement
relating to the Zhao Dong Block in Bohai Bay, People's Republic
of China, the company's interest in which represents its
principal asset. On December 22, 1999, the proceeding was
converted into a Chapter 11 proceeding under the U.S. Bankruptcy
Code. On the same day, the Board of Directors and the Management
of XCL-China were replaced by nominees designated by the
company's principal creditors to whom all of the common stock of
XCL-China had been pledged as collateral security. As a result of
such proceeding and change in control of its principal asset,
until March 8, 2000, the company was denied access to
information, which is required to complete its audit. Since March
8, 2000, the
company has begun to receive relevant information from Apache but
has been unable to process such information in time to prepare
and file the Annual Report on Form 10-K by March 31, 2000, the
relevant due date, without unreasonable effort and expense.

The company expects to file its Annual Report on Form 10-K with
the Securities and Exchange Commission no later than April 14,

XCL Ltd. is an oil and gas exploration and production company
with headquarters in Lafayette, Louisiana, and operations in the
People's Republic of China. The company's operations are
conducted through wholly owned subsidiaries. The company's Common
Stock trades on the OTC Bulletin Board.


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 * * *