TCR_Public/000405.MBX        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 5, 2000, Vol. 4, No. 67


AMERICAN STANDARD COMPANIES: Annual Meeting Set For May 4, 2000
BAPTIST FOUNDATION: Developer Del Webb Eyes 7,000-Acre Parcel
BOSTON CHICKEN: Committee Objects To Disclosure Statement
BOSTON CHICKEN: Lender Objects To Disclosure Statement
CHS ELECTRONICS: Files Voluntary Chapter 11 Petition

DAEWOO MOTORS: DaimlerChrysler may joint-bid with Hyundai
EINSTEIN/NOAH: Auditors Express Doubt About Viability
FRUIT OF THE LOOM: Delays Filing Annual Report
INTEGRATED HEALTH: To Report Loss For Year

IRIDIUM: Vendors Trying To Distance Themselves
MASSACHUSETTS HEAVY: U.S. Trustee Requests Conversion
MBA POULTRY: Nebraska Plant to Reopen
MOSSIMO: Enters Into Licensing agreement With Target
NEXTWAVE: Appeals To The Legislators To Take Action

NORTH AMERICAN VACCINE: Continues Negotiations With Baxter
PAGING NETWORK: Unable To Complete Financial Reports
PAGING NETWORK: Issues Warning on Financial Results
PATHMARK STORES: Initiates Discussions With Bondholders
PENNCORP FINANCIAL GROUP: Selects Recapitalization Transaction

PHYSICIAN COMPUTER: Medical Manager Closes Acquisition Deal
PRIMARY HEALTH SYSTEMS: Bankruptcy Court Orders Additional Bids
QUALITECH STEEL: Last Week's Fire to Interrupt Production
SERVICE MERCHANDISE: Employee Retention Program
WAVE COMMUNITY: Equal Access Eyes Purchase of 41% Stake
WASTE MANAGEMENT: Subsidiary Completes Sale in the Netherlands


AMERICAN STANDARD COMPANIES: Annual Meeting Set For May 4, 2000
The annual meeting of stockholders of American Standard
Companies Inc. will be held on Thursday, May 4, 2000, at 11:30
A.M. in the American Standard College, One Centennial Avenue,
Piscataway, New Jersey.

This will be the current Chairman/Chief Executive Officer's
first annual meeting since assuming those positions, and the  
sixth annual meeting since becoming a public company. The
directors and senior management will attend the meeting, and the
Chairman will report on the company's recent performance and the
vision for its future.

During the meeting stockholders will vote upon the following

1. The election of two Class II Directors with terms expiring at
the 2003 annual meeting of stockholders;

2. Approval of the company's Stock Incentive Plan, and of the
Annual Incentive Compensation Plan, both for purposes of Section
162(m) of the Internal Revenue Code;

3.  Approval of the company's Long-Term Incentive Compensation
Plan, and of the LTIP Alternate Plan, both for purposes of
Section 162(m) of the Internal Revenue Code;

4. Ratification of the appointment of Ernst & Young LLP as
independent Certified Public Accountants for the year 2000.

Stockholders of record of the company's common stock as of the
close of business on March 10, 2000 are entitled to notice of,
and to vote at, the annual meeting.

BAPTIST FOUNDATION: Developer Del Webb Eyes 7,000-Acre Parcel
Del Webb Corp. has its eyes on a 7,000-acre parcel of land known
as Lakeland Village and Lake Pleasant Heights in metro Phoenix.  
The property is currently owned by Baptist Foundation of
Arizona, in the middle of a liquidation proceeding. The 7,000-
acre parcel is located near a 2,100-acre parcel for which Del
Webb recently paid $28.6 million, according to The Arizona
Republic.  The deadline for bids on the land near Lake Pleasant,
the Republic relates, is April 22, 2000.

BOSTON CHICKEN: Committee Objects To Disclosure Statement
The Committee, in the Initial Objections they file with the
Court, tells Judge Case that the Debtors' Second Amended Plan
filed February 17, 2000, which provide for the sale of
substantially all of the Debtors' assets to McDonald's,
represents a premature collateral liquidation to allow the
GECC-BofA Lenders to exit the Boston Chicken credit by disposing
of their collateral, when improvements in the Debtors'
operations suggest the better alternative of an operational
turnaround that would permit the Debtors to emerge from chapter
11 as a recapitalized, deleveraged entity that could provide
upside opportunity for all classes of the Debtors' creditors.

The Committee says that the Plan has been ghost-edited by the
1996 Lenders for their exclusive short-term benefit of
collateral recovery, at the expense of nearly seven hundred
million dollars of general unsecured claims, and as such
embodies the antithesis of the Bankruptcy Code's core objectives
to revive the debtors' business, to maximize the value of the
bankruptcy estate, and to satisfy creditors' claims.

The Committee also point out specific provisions of the plan
that are in violation of the Bankruptcy Code. The Committee says
that the Plan does not meet the Bankruptcy Code's requirement
for confirmation and urge Judge Case not to approve it for the
following reasons:

(A) The Plan is the product of the Debtors' capitulation to the
GECC-BofA  Lenders' goal of disposing of their collateral, a
pervasively flawed sale process and the debtors' abdication of
their fiduciary duty to maximize the value of their estates and,
as such, was not proposed in good faith and was proposed by
means forbidden by law in violation of Bankruptcy Code

(B) The Plan improperly provides for a discharge of the Debtors'
pre-confirmation debts in violation of Code.

(C) The Plan improperly provide for releases in favor of non-
debtor third Parties in violation of the Code.

(D) The Plan may be interpreted to provide that it
allows the Plan Trust improperly to assume the Debtors'
obligations to indemnify the Debtors' employees, officers and
directors for claims based upon post-petition acts or omissions
without requiring indemnities to satisfy the requirements of the
Bankruptcy Code governing the allowance of claims.

(E) The Plan improperly permits the Plan Trustee to      
circumvent the requirements of the Code regarding
the disposition of estate assets and improperly deprives the
unsecured creditors of a voice in the Plan Trustee's disposition
of estate assets.

The Prepetition Lenders collectively hold prepetition claims of
approximately $278 million, which they allege are secured by
substantially all of the assets of the Debtors.

On October 29, 1998, the Court entered the DIP Financing Order
pursuant to which GECC and BofA and certain other lenders,
collectively the DIP Lenders, and together with the 1996
Lenders, the GECC-BofA Lenders provided, and continue to
provide, postpetition financing to the Debtors. The Debtors
allege that, as of February 15, 2000, there remained outstanding
under the DIP Credit Facility approximately $28,000,000.

In addition, the Committee reserves certain rights in view of
incomplete status of discovery. Specifically, the Committee says
that McDonald's has gone to extraordinary lengths to shield from
the Committee's view numerous documents that may be relevant to
the confirmation proceedings. In response to the Committee's
request for the Court's intervention and assistance, the Court
has ruled that the Committee's local counsel may be permitted
the opportunity to inspect all documents that McDonald's has
identified that are encompassed by the Committee's document
production requests. In the event that no such agreement is
reached, the Court will resolve the specific document

The Committee reports that it has begun its inspection of
McDonald's documents, and in view of the incomplete status of
discovery, the Committee expressly reserves the right to
supplement this Objection with additional objections to the Plan
that are suggested by further disclosure by discovery or any
change or amendment in the Plan. The Committee also
reserves the right, to seek to designate any entity whose
acceptance of the Plan was not in good faith, and its rights of
equitable subordination under the law. (Boston Chicken
Bankruptcy News Issue 22; Bankruptcy Creditor's Services Inc.)

BOSTON CHICKEN: Lender Objects To Disclosure Statement
Citizens Bank of Rhode Island, as Agent for the 1995 Lenders,
describes the Plan as subject to a death-grip imposed by the
terms of the arrangement between McDonald's and the 1996
Lenders, under which the secured creditors have agreed, among
other things, not to support any other bidder for the Debtors'
assets and have granted an option to McDonald's to purchase
their claims.

Citizens Bank says that the unholy alliance between McDonald's
and the 1996 Lenders not only forecloses open bidding, but is
also violative of 18 U.S.C. section 152. Such an alliance
threatens to chill the bidding for the Debtors' assets, the
Agent for 1995 Lenders says, and precludes any higher or better
offers, or any alternative Plan. The Bank alleges that the 1996
Lenders were actively involved and hold a powerful and
potentially controlling position in the negotiations of the
purchase agreement between the Debtors and McDonald's and also
in the formulation of the Plan.

In addition, the Agent for the 1995 Lenders voices objection to
the Plan's provision of an improper scheme to "surcharge" the
1995 Lenders' collateral, and to use such surcharge to pay
creditors with a junior priority.

Specifically the Agent cites the following reasons for which the
1995 Lenders object to the confirmation of the Plan.

First, the Debtors have defaulted the Court's order to pay the
Agent, as adequate protection, various fees and expenses in
excess of $229,000.

Second, the Debtors have not amended the provisions of the Plan
to satisfy the objections filed by the 1995 Lenders according to
the representations they made to the Court during the Disclosure
Statement hearing

Third, the Plan does not specify treatment for the 1995 Lenders'
claims or provide for adequate means for implementation. The
Agent specifies that the 1995 Lenders do not have information as
to how much money they will be paid on account of their secured
claims, the method and timing of such payment, and how much such
payment will be reduced by the purported (and illegal) surcharge
to be made from the 1995 Lenders' collateral. The Plan
merely says that some sort of litigation must be commenced
between the 1996 Lenders and 1995 Lenders and must be
adjudicated and determined by the Court before the 1995 Lenders
can evaluate or receive any dividend on their secured claims,
the Agent says.

Fourth, the Plan has not been proposed in good faith for its
failure to comply with its representation to the Court during
the Disclosure Statement hearing, for its stealing a portion of
the 1995 Lenders' collateral to pay administrative expense
claims, for its failure to use the proposed sales proceeds to
satisfy the secured creditor's indebtedness, and for the
peculiar arrangement between McDonald's and the 1996 Lenders.

Fifth, in comparing the Plan with a Chapter 7 liquidation,
Citizens Bank says that it is impossible to determine what the
1995 Lenders would receive under the Plan since their sole
"dividend" appears to be a protracted litigation with the 1996
Lenders. Furthermore, in a Chapter 7 scenario, the proceeds to
be paid to the 1995 Lenders would not be reduced to pay any
junior administrative expense claims in the way the Plan
provides. The 1995 Lenders therefore contend that the Plan is
not confirmable since the 1995 Lenders would receive more in
Chapter 7 liquidation. (Boston Chicken Bankruptcy News Issue 22;
Bankruptcy Creditors' Services Inc.)

CHS ELECTRONICS: Files Voluntary Chapter 11 Petition
CHS Electronics, Inc. (NYSE: HS) announced today that it has
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code.  The filing allows CHS and its
subsidiaries to operate in a normal manner while CHS seeks
approval of a plan of reorganization which, if approved,
provides for the sale of CHS' European subsidiaries.

CHS also announced that it has reached agreement with certain of
its major creditors and Europa IT ApS on key terms for a plan of
reorganization (the "Reorganization Plan") with the goal of
having the plan confirmed by late August 2000.  The
Reorganization Plan, if confirmed in the bankruptcy case, would
allow creditors to receive equity and/or debt securities of
Europa IT in exchange for the sale by CHS to Europa IT of
CHS' European subsidiaries and the discharge of CHS' obligations
to its creditors.  Europa IT is a Danish corporation formed by
Mark E. Keough, CHS' former chief operating officer. Creditors
representing approximately $275 million in claims against CHS
have agreed to support the Reorganization Plan.

Under the terms of the agreement, CHS creditors would receive
$67.5 million of Europa IT securities, consisting of a
combination of notes and redeemable convertible preferred stock,
15% of Europa IT's common stock and 25% of the common stock of
the reorganized CHS.  CHS would receive 5% of Europa IT's common
stock.  The proposed Reorganization Plan assumes that claims
against CHS will not exceed $500 million.

Claudio Osorio, Chairman and Chief Executive Officer of CHS,
stated, "The filing and proposed Reorganization Plan creates an
orderly process for our creditors and allows for the sale of
CHS' assets for maximum value for its creditors."

Mark Keough, stated, "The proposed plan offers the best solution
for all parties.  It allows the European operations to focus on
the future as a new company, and it provides the highest value
for creditors, as evidenced by their strong support for it. "

Mr. Osorio also commented, "The reorganized CHS will emerge as
an incubator and holding company for internet companies engaged in
business-to- business electronic exchanges, primarily within the
IT industry."

The filing was made in the United States Bankruptcy Court in the
Southern District of Florida.  Thomas R. Lehman, a partner with
the law firm of Tew Cardenas Rebak Kellogg Lehman DeMaria &
Tague, L.L.P, is representing CHS.

Miami-based CHS Electronics is an international distributor of
microcomputers, peripherals, and software in over 30 countries
in Europe, Latin America, Asia and the Middle East.  CHS
believes it is one of the largest microcomputer distributors in
Europe.  Information regarding CHS Electronics can be found on
the Company's web site at

DAEWOO MOTORS: DaimlerChrysler may joint-bid with Hyundai
DaimlerChrysler, which dropped out of the bidding for
control of Daewoo Motor, may reenter the race by tieing up
with Hyundai Motor in a joint bid for the troubled
automaker, industry sources said yesterday.

DaimlerChrysler Chairman Juergen Schrempp said in a press
interview Thursday that the German-U.S. auto giant, though
not interested in acquiring Daewoo Motor on its own, is
interested in an alliance with Hyundai Motor.

"I'm interested in working with Hyundai on certain
projects," Schrempp was quoted as saying. Mitsubishi
Motors, recently acquired by DaimlerChrysler, holds a 2
percent stake in Hyundai Motor.

A Hyundai Motor spokesman refused to confirm the rumored
alliance with DaimlerChrysler, but said an announcement on
a tie-up with foreign automakers is imminent.
DaimlerChrysler's withdrawal has turned the bidding into a
three-way battle among GM-Fiat, Ford and Hyundai.

Daewoo Motor President Chung Ju-ho, however, said the
company's overseas sale is the only realistic option for
now, raising objections to Hyundai Motor's bid.

Meanwhile, Daewoo Motor's trade union went on strike at the
automaker's headquarters in Pupyong yesterday in protest at
the company's planned sale to a foreign firm. On Thursday,
Daewoo said its Lanos model plant and Magnus and Leganzas
plant will both close for two days from Friday.

"Operations will be suspended for two days in the hopes of
alleviating the union strike," a company spokesman said.
"It will not sustain big losses as the plants as the three
models have stock sufficient for one month." A decision to
close down after Monday will be reached depending on the
number of workers going on strike, the spokesman said. (The
Korea Herald  01-April-2000)

EINSTEIN/NOAH: Auditors Express Doubt About Viability
Einstein/Noah Bagel Corp. reveals that it may not have enough
money to continue operating after October.  Arthur Andersen LLP,
expresses "substantial doubt" about the bagel chain's ability to
continue paying its expenses as they become due, according to a
report appearing in the Chicago Tribune.

Last November, Donaldson, Lufkin & Jenrette was brought in as
financial advisers to help it restructure ENBC's finances.  "It
is becoming evident that restructuring our balance sheet is
necessary . . . to ensure that we have adequate working capital
to operate the business," Chairman and Chief Executive Robert
Hartnett said at the time, the Chicago Tribune recalls.

In a regulatory filing with the SEC last week, Einstein says it
is trying to obtain new bank financing to replace a line of
credit that becomes due in October.  But because of its poor
financial history, the company said there were no guarantees
that it could restructure its finances or find additional

FRUIT OF THE LOOM: Delays Filing Annual Report
Apparel manufacturer Fruit of the Loom Ltd., Chicago, said on
Friday it will not be able to file its annual report on time
because of its current bankruptcy proceedings, according to
Reuters. "The added burdens related to the case, coupled with
changes in personnel, have resulted in a delay in the completion
of the financial statements and related notes," the company said
in a Securities and Exchange Commission filing. Annual reports
must be filed with the SEC 90 days after a company's fiscal year
ends; the company now has until April 15 to file the report. The
company and its U.S. subsidiaries filed voluntary chapter 11
petitions with the U.S. Bankruptcy Court for the District of
Delaware on Dec. 29. (ABI 03-Apr-00)

After four months of failed rescue efforts, the Montreal-based
regional airline InterCanadian officially declared bankruptcy
and halted all activities over the weekend, according to a
newswire report. The airline, owned by ICN Delstar Inc., had
served as a regional carrier to Canadian Airlines from
Newfoundland to Ontario until financial troubles cropped up in
late November. After failing to pay nearly $5 million in landing
and navigation fees, InterCanadian's planes were seized by Nav
Canada and seven airport authorities, but the company carried on
maintenance operations and doing work for outside carriers while
it tried to find support for several proposed restructuring
options. Canadian Regional has taken over many of the routes and
services previously offered by InterCanadian. (ABI 03-Apr-00)

INTEGRATED HEALTH: To Report Loss For Year
Integrated Health Services Inc. will report a loss for the year
ended Dec. 31 in excess of $2.2 billion. The health-care
services provider made the disclosure in a not-timely Form NT 10-K filed
late Thursday with the Securities and Exchange Commission. In
the filing, Integrated Health said the loss was primarily due to
around $2.1 billion in non-recurring charges "resulting
primarily from a loss on impairment of long-lived assets due to the impact
of the new Medicare prospective payment system." (ABI 03-Apr-00)

IRIDIUM: Vendors Trying To Distance Themselves
According to a report in PC Week on March 27, 2000, vendors of
other satellite-based systems are eager to put distance between
themselves and Iridium.

Eagle River is the holding company for wireless communications
pioneer Craig McCaw's data satellite company, Teledesic LLC, of
Kirkland, Wash. The investment company is also spearheading the
reorganization of ICO Global Communications Ltd., which McCaw
took a stake in after the London-based company filed for
bankruptcy last year.

Teledesic and ICO Global, like others that plan to provide
satellite- based communications coverage, took a public
relations hit on March 17 when Iridium officials told a New York
bankruptcy court they could not find a buyer and were closing up

Iridium's demise, which will leave 55,000 customers without
service, raises questions about the feasibility of satellite-
based communications of any kind.

Iridium's former customers are being wooed by service providers
such as Globalstar LP, a San Jose, Calif., subsidiary of
Vodafone AirTouch plc. that was launched Feb. 28. Globalstar
spokesman Toni Carinci acknowledged the company has "been under
a microscope" since problems with Iridium surfaced.

Teledesic plans to offer gigabit-per-second data services
supported by 288 satellites by 2004. ICO Global, which started
as a satellite phone service prior to filing for Chapter 11,
will have a greater focus on data when its reorganization is
completed in May, officials said. The two companies may be
combined into one by summer. ICO Global's services are due in

GlobalstarCurrently offers voice service, plans to begin limited
data services at speeds up to 9.4K bps by the end of the year
ICO GlobalAfter bankruptcy reorganization, hopes to emerge as a
combined voice and data service in 2002 TeledesicHigh-speed data
services supported by 288 satellites to be available in 2004.

MASSACHUSETTS HEAVY: U.S. Trustee Requests Conversion
Massachusetts Heavy Industries and MHI Shipbuilding reportedly
failed to file financial reports with the U.S. Bankruptcy Court
in Massachusetts in their chapter 11 cases pending before Judge
Hillman.  The two companies filed for Chapter 11 bankruptcy
protection on March 13, The Patriot Ledger recalls, after losing
a bid to renovate the Fore River shipyard.  Additionally, the
U.S. trustee last week asked Judge Hillman to convert the case
to a Chapter 7 filing, which would liquidate the businesses.

MBA POULTRY: Nebraska Plant to Reopen
Mark Haskins, president of MBA Poultry said he has found
financing that will allow him to reopen a chicken processing
plant in Tecumseh, Nebraska, that was closed in January,
according to a report circulated last week by The Associated
Press. As many as 230 people could be rehired, Haskins said.

MBA distributed its poultry products under the "Smart Chicken"
brand name throughout southeast Nebraska.  In January, MBA filed
for chapter 11 protection and shuttered its facility.

Darrel Aerts, a poultry-producing partner from David City, was
upbeat Thursday and looked forward to refilling his poultry
barns with 90,000 birds, the AP relates.  "They say adversity
builds character," he said.  "Well, we all feel we have enough
character by this time."

MOSSIMO: Enters Into Licensing agreement With Target
Mossimo, Inc. a modern lifestyle branded apparel company has
entered into a major, multi-product licensing agreement with
Target Corporation. The company also announced financial results
for the fourth quarter and fiscal year ended December 31, 1999,
as well as the resignation of its President and Chief Executive
Officer, Edwin Lewis.

According to the licensing agreement, Mossimo, Inc. will
contribute design services and license the Mossimo trademark to
Target Corp. in the U.S., in return for royalties with
substantial guaranteed minimum payments. Target will collaborate
on design and be responsible for product development,
sourcing, quality control and inventory management. Under this
agreement, Mossimo will not be responsible for carrying any
inventory. The licensed product line will initially include
men's and women's apparel, but may be expanded to include all
soft line categories, fragrances, other accessories and house
wares, not subject to existing license agreements with other
licensees, and will be distributed through all 923 Target stores
across the U.S. Mossimo's existing licenses will remain in
effect. Although specifics of the deal were not disclosed, the
three-year sales guarantee beginning February 2001 is $1

Mossimo Giannulli, Chairman and Creative Director of Mossimo,
Inc. commented, "We are pleased to announce this alliance with
Target, as this arrangement combines our design vision and
marketing philosophy with Target's national reputation,
merchandising expertise and powerful distribution capabilities.
By joining forces with what we believe to be one of the leading
retailers in the market today, we can further leverage the
strength of the Mossimo brand and significantly expand our
reach. Target has had great success with other highly recognized
designers such as Michael Graves and Phillipe Starck in home
goods, and we believe the opportunities for us are tremendous. I
truly believe this represents the next big evolution in
retailing -- dominant retailers working together with marquee
brands toward a common goal."

"Mossimo has a strong, loyal following among our design-savvy
guests," said Bob Ulrich, Chairman and Chief Executive Officer
of Target Corporation. "His vision and creativity will help us
continue to provide cutting edge design at an affordable price."

As part of this deal, Mossimo, Inc. entered into an agreement
with Cherokee Inc., to assist and advise on the deal. Cherokee
Inc. markets its Cherokee brand and other brands worldwide.
"Cherokee has pioneered what I believe to be a truly successful
and unique strategy for the retail industry," Mr. Giannulli
continued. "While my personal involvement and product design
makes this deal different from the Target/Cherokee agreement,
the template established by Cherokee remains the same. Robert
Margolis, Cherokee's Chairman, President and CEO, has been a
tremendous help in executing this agreement."

Mossimo, Inc. also reported financial results for the fourth
quarter and twelve months ended December 31, 1999. Net sales for
the quarter decreased to $7.4 million, compared to $8.4 million
for the fourth quarter of 1998. The decrease in net sales was
primarily due to severe price reductions in department stores,
resulting in greater markdown assistance from the company. The
company reported a net loss of $7.0 million versus a net loss of
$2.6 million in the same period in 1998.  Royalty income
increased to $887,000 in the fourth quarter of 1999 from
$756,000 in the corresponding quarter in 1998. The increase was
primarily due to increased royalties from some of the company's
domestic licensees, which were offset in part by reduced
royalties as a result of the termination of the company's
accessories license agreement as of December 31, 1998.

Gross profit as a percentage of net sales decreased to (35%)
during the fourth quarter of 1999 compared to 23% in the
corresponding quarter in 1998. The decrease was primarily due to
additional production costs for product which did not clear or
was delayed by U.S. Customs and additional markdown assistance,
partially offset by increased men's and women's regular-priced
sales and increased margins on sales of excess inventory during
the fourth quarter of 1999, as compared to the fourth quarter of
1998. Total operating expenses remained flat at $5.0 million
versus the corresponding quarter, despite increased marketing
expenditures. However, operating expenses as a percentage of
sales rose to 68% compared to 60% primarily due to the decrease
in sales.

Net sales for the year ended December 31, 1999 increased 5% to
$47.4 million, compared to $45.3 million for the year ended
December 31, 1998. The company reported a net loss of $12.9
million, versus a net loss of $13.8 million in the same period
last year. Excluding a one-time, non cash charge of $6.1 million
related to insurance coverage recorded during the second quarter
of 1999, the company's net loss was $6.8 million.

The company has been advised by its independent public
accountants that, unless the company is able to obtain certain
financing arrangements, their auditor's report on the financial
statements as of December 31, 1999 will be qualified as to the
ability to continue as a going concern. Since royalties from the
Target agreement are not expected to commence until May
2001, the company is actively seeking financing to cover
anticipated operating shortfalls during this interim period.

Mr. Giannulli further commented, "Over the past three years, we
have evaluated a number of strategic alternatives, to improve
the company's long-term prospects and increase shareholder
value. Since Edwin's arrival, we achieved many positive things.
In 1999, we successfully transformed Mossimo into a modern
collection business, which allowed us to significantly increase
our penetration in department stores. We also upgraded our
marketing efforts and created a new Mossimo lifestyle campaign,
more reflective of our contemporary brand image, and signed an
exclusive, multi-year endorsement agreement with David Duval,
one of the top two golfers in the world, which further validated
our lifestyle positioning, product design and philosophy.

"But as the retailers continue to rely more and more on the
brands to meet their margin goals, it has become increasingly
difficult for under-capitalized companies, like ours, to
compete," Mr. Giannulli continued. "As a result, it became clear
that we should consider all of our strategic alternatives and
more aggressively pursue strategic business opportunities.
Therefore, we retained Wasserstein Perella & Co. to assist
and advise us in this process.

"After, significant due diligence, we concluded that a
partnership with Target is the most beneficial course of action
for both our stockholders and the Mossimo brand, and we are
optimistic that it will generate long-term growth.  However,
this new arrangement will also certainly change our operating
structure. Due to the changes in the company's operations and
its new business model, Edwin Lewis is resigning his position as
President and Chief Executive Officer and Director, but will
assume an advisory role going forward."

Mossimo, Inc. also announced that as a result of this new Target
agreement, the company will implement a significant number of
layoffs as it
streamlines its business operations. The ongoing infrastructure
will primarily consist of design and finance functions.

Founded in 1987, Mossimo, Inc. is a designer and manufacturer of
men's and women's sportswear, with a focus on the contemporary
fashion-minded consumer.

NEXTWAVE: Appeals To The Legislators To Take Action
As reported in High Yield Report on April 03, 2000,
NextWave Telecom Inc. placed a series of three advertisements in
two Washington newspapers challenging the FCC's actions in
recent months, and asking legislators to take action on the

The report states, "As the old legal saying goes, Sunlight is
the best disinfectant,'" said one senior NextWave official. "The
ads turned a light on and made it harder for the FCC to operate
in the dark."

NextWave and the FCC have been locked in legal battle since
December after the company filed for Chapter 11 protection, and
the agency subsequently moved to revoke the wireless licenses
NextWave was awarded in a 1996 agency auction (HYR 1/17/00).

Although the company has received additional financing and the
backing of several major telecom players since August, the FCC
has rejected NextWave's $4.3 billion offer for the full value of
the licenses, tossing the case back and forth between the U.S.
Bankruptcy Court and the Second Circuit Court. The FCC is hoping
that it can re-auction the C- and F-Block licenses in July.
NextWave's 95 licenses cover 63 markets, and more than 111
million people.

It seems that the ads worked, and Tennessee representative Bart
Gordon, demanded an answer from the FCC.

In a letter to the senator, FCC Chairman William Kennard argued
that the agency's actions were meant to ensure the integrity of
the auction rules. After NextWave filed for bankruptcy without
having made a single installment payment on the licenses, the
agency revoked the licenses, noting that the company had
violated the terms of the auction.

NextWave has long argued that the licenses are an asset
protected by the federal bankruptcy code.

The FCC has changed the payment plans for future auctions. It
will no longer accept installment payments, and now requires
bidders to make a down payment even before the auction begins
and agree to a timely, full payment schedule. The agency has
tentatively scheduled a spectrum auction for NextWave's
(and other defaulted players') wireless spectrum for July 26.

NORTH AMERICAN VACCINE: Continues Negotiations With Baxter
North American Vaccine Inc., Columbia, Md., a drug developer for
such products as a possible vaccine for bacterial meningitis,
said on Friday that blood products giant Baxter International
Inc. does not intend to end its agreement to acquire the vaccine
developer, but is continuing negotiations to revise its November
1999 deal, according to Reuters. The companies have agreed to
extend the maturity of North American Vaccine's credit line with
Bank of America so the credit facility will come due next
Friday, April 7 in order to allow further talks; the previous
deadline was Friday. North American said there can be no
assurances that the maturity of the credit facility will be
extended further or that it will be able to refinance this debt
or obtain financing for its continued operations, without which
it will most likely seek bankruptcy protection. Last November,
Baxter agreed to buy North American Vaccine in a deal providing
$6.97 in Baxter stock and 3 cents a share in cash for each of
North American Vaccine's 37 million outstanding diluted shares.
Baxter has proposed that the companies revise the original deal,
based on concerns that include North American Vaccine's failure
to obtain the British regulatory approval of its NeisVac-C
meningococcal vaccine before the April 1 deadline and its
failure to make a two-month supply of the vaccine.(ABI 04-Apr-

PAGING NETWORK: Unable To Complete Financial Reports
On November 8, 1999, Paging Network, Inc. announced a definitive
agreement to merge with Arch Communications Group, Inc.  This
transaction has required the company and Arch to make filings
with various regulatory agencies, including the filing of three
registration statements with the Securities and Exchange
Commission. The company and Arch have made such filings, and are
currently in the process of responding to inquiries
regarding the information contained therein and providing
additional information. Paging Network indicates that these
efforts have required and continue to require a significant
portion of the company's available resources in its accounting
and finance organizations, as well as significant management
attention. Additionally, in connection with the company's
previously announced restructuring, the company has converted
a significant portion, but not all, of its customer base to new
billing and customer service software platforms. Such
conversions have increased the time required to close the
company's accounting records for the year ended December 31,

Furthermore, as a result of the restructuring and the
announcement of the proposed merger with Arch, the company has
experienced a significant increase in its employee turnover,
including its accounting, finance, and information technology
organizations resulting in fewer resources to handle the year-
end reporting. For all of these reasons, Paging Network is
unable to timely complete its annual financial reports for the
year ended December 31, 1999.

PAGING NETWORK: Issues Warning on Financial Results
According to a report in The Dallas Morning News on March 31,
2000, Addison-based Paging Network Inc. said that it expects to
report reduced subscriber and financial results in the fourth
quarter and that it will miss the March 30 deadline for filing
its annual report.

PageNet, the largest paging company, said restructuring and its
pending merger with Arch Communications Group Inc. will keep it
from reporting until April 14. The company said earlier that it
has missed some debt payments. On Thursday, PageNet said it had
about $28 million in cash as of Dec. 31 but has increased that
amount through "aggressive cost-cutting and cash-management

About 200 employees have left the company voluntarily since last
fall, said Kirk Brewer, the company's vice president of investor
relations, adding that there have been no job cuts.

PageNet also said it expects to report a loss of about 315,000
U.S. subscribers during the fourth quarter. It said operating
results would be "substantially lower."

PageNet and Arch said last year that they planned to merge their
operations and convert much of their debt to equity. Nearly all
of PageNet's bondholders would have to agree to such a
transaction, and the company has said it would more likely
complete the deal through a Chapter 11 bankruptcy
reorganization, which would require a smaller percentage of
debt-holders to sign on.

PageNet shares fell 47 cents to $2.66 on the Nasdaq small-cap
market. The company's shares have been extremely volatile
recently, peaking at $6 earlier in March.

PATHMARK STORES: Initiates Discussions With Bondholders
According to an article in Supermarket News, on March 27, 2000,
Pathmark Stores said it has initiated discussions with its
bondholders toward developing a consensual restructuring plan to
reduce debt.

According to the report, sources said the move may eventually
lead to a change in the company's ownership status.

Jim Donald, chairman, president and chief executive officer,
said the restructuring "will enable [the company] to realize the
significant value that exists in the Pathmark franchise."

Industry sources said the deleveraging could lead to Pathmark's
emergence as a free-standing public company or it could result
in the eventual purchase of the chain by another retail
operator. The potential buyers most often mentioned by observers
last week were Safeway, Pleasanton, Calif.; Albertson's, Boise,
Idaho; and London-based Sainsbury, parent of Shaw's
Supermarkets, East Bridgewater, Mass.

Pathmark said its debt totals $ 1.5 billion.

The company had reached an agreement in March 1999 with Ahold
USA, Chantilly, Va., to acquire the chain; however, that deal
fell apart in mid-December when Ahold terminated the
transaction, reportedly after it was unable to reach agreement
with the Federal Trade Commission on how many stores it would
have to divest.

Pathmark is facing a $ 50 million sinking-fund payment June 15
on its 11-5/8% bonds -- a deadline driving the deleveraging
talks with the company's bondholders, observers told SN.
The most likely scenario for Pathmark involves the prepackaged
bankruptcy filing, a variety of sources told SN.

According to the report, Pathmark said sales for the year ended
Jan. 29 rose 1.2% to $ 3.7 billion, while same-store sales rose
0.6% and operating cash flow fell 0.4% to $ 211.7 million.

For the 13-week fourth quarter, sales were up 4.3% to $ 956.1
million and same-store sales increased 2.2%, while operating
cash flow rose 4.3% to $ 60.6 million.

PENNCORP FINANCIAL GROUP: Selects Recapitalization Transaction
PennCorp Financial Group, Inc.'s Board of Directors has selected
a recapitalization transaction proposed by Inverness/Phoenix
Capital LLC and Vienna 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 recent

Inverness and Vienna 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 Vienna 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 its 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, Vienna, Mr. Rapoport and Mr.
Sharpe have deposited $47.5 million into an escrow account, and
that those funds will be used to make their 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 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 Benard 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.

PHYSICIAN COMPUTER: Medical Manager Closes Acquisition Deal
Medical Manager Corporation (NASDAQ: MMGR) 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."

PRIMARY HEALTH SYSTEMS: Bankruptcy Court Orders Additional Bids
Primary Health Systems, Inc. ("PHS") announced that the U.S.
Bankruptcy Court for the District of Delaware has ordered the
solicitation of additional bids to purchase the three medical
facilities that PHS proposed to sell to the Cleveland Clinic
Foundation: the Integrated Medical Campus in Beachwood, St.
Michael Hospital in Cleveland, and Mt. Sinai-East in Richmond
Heights.  On March 31, 2000, the Court selected a public
auction, one of two options offered in a motion by PHS, and
ordered auction procedures which are different from those
specified in the agreement between PHS and the Cleveland Clinic.

PHS is continuing the active marketing of these assets and
expects the Cleveland Clinic's offer to be a standard against
which to measure the legitimate interests of other parties. The
highest price available for these assets will be presented to
the Court for its review. PHS welcomes anyone in the community
having an interest in purchasing any of these assets to contact
William Kosturos of Arthur Andersen LLP at 216/421-5636.

PHS said it is gratified that the process specified by the Court
will effect a prompt and orderly resolution of the future of
these three medical facilities.

QUALITECH STEEL: Last Week's Fire to Interrupt Production
Last week's fire at the Qualitech Steel mill in Pittsboro,
Indiana, is expected to interrupt production, reports The
Indianapolis Star, until damage can be repaired. Workers in the
mill, the Star notes, will be able to finish and ship some steel
from existing stockpiles, and company officials told the Star
the company will recover quickly.

Jerry Johnson of the Pittsboro Fire Department explained that
the fire began with molten metal that spilled out of the main
ladle.  The spilled metal damaged hydraulic fluid lines, which
fueled the fire, according to the Star. The fire was reported
shortly before 10 a.m. last Wednesday in the northern end of the

As previously reported in the TCR, Qualitech Steel Corp. filed
for protection under chapter 11, under a mountain of more than
$100 million in debt.

SERVICE MERCHANDISE: Employee Retention Program
The Debtors reiterate that their implementation of the 1999
Stabilization Plan was very successful, and they are now well
positioned to present and implement their 2000 Business Plan
which provides for additional restructuring initiatives,
financial goals and operational challenges.

The Debtors draw the Judge's attention to the discontinuation of
certain product lines under the 2000 Business Plan which will
entail a corresponding reduction in the Company's workforce. The
Current Retention Program, the Debtors say, does not address the
crucial human resource requirements implicated by the workforce
reduction under the 2000 Business Plan. The Debtors explain that
the purpose of the Current Retention Program was to minimize key
employee turnover and concerns about layoffs, maximize key
employee retention, motivate key employees throughout the
bankruptcy process and to align the interests of key employees
with the financial interests and business success of the
Debtors. For all its success as part of the 1999 Business Plan
in the achievement of financial targets, the Current Retention
Program does not provide the incentives necessary to ensure
successful implementation of the 2000 Business Plan, the Debtors

In the circumstance, the Debtors seek approval to implement
certain modifications and enhancements to the employee retention
program necessary for the implementation of the 2000 Business

First, the Debtors desire to retain specific Transitional
Employees to complete specific projects and objectives
established by the Debtors, but whose services will not be
required thereafter. In order to induce such employees to stay
for a limited period of time, the Debtors must provide
them with enhanced severance payments.  

Second, to retain the service of go-forward employees, the
Debtors propose modifying the Current Retention Program to
guarantee the payment of the Stay Bonuses for 2000, to provide
retention incentives for key information technology employees
and to provide other discretionary bonuses.

Third, the Debtors desire to provide appropriate incentives and
compensation for the efforts of senior management during this
critical period of chapter 11 cases which is commensurate with
market rates.

The Debtors tell the Court that accordingly
PricewaterhouseCoopers has prepared a report which provides for
(1) an Annual Incentive Plan for the C.E.O. and
President/C.O.O., (2) stay bonus, and (3) severance payment.

(1) C.E.O. and President/C.O.O. Participation in Annual
Incentive Plan

The Debtors tell Judge Paine that as a result of offset by
payments provided for in the Current Retention Program, the
C.E.O. did not receive any Incentive Bonus for 1999, and the
President/C.O.O. received a very small Incentive Bonus, despite
an achievement of 167% of targeted performance by the Debtors.
The Debtors assert that adequate compensation for these two
officers is critical for the implementation of the 2000 Business
Plan and propose not to offset any Incentive Bonuses that these
two employees are entitled to receive by payments during 2000.

The maximum cost to the Debtors by eliminating such offset is
$600,000 depending on the Debtors' EBITDAR results.

(2) Stay Bouns

The Debtors point out that under the Current Retention Program,   
employees are guaranteed two-thirds of their total Stay Bonus,
but the remaining one-third must be earned pro rata during the
period of May 2000 through December 2000. In the Enhanced
Retention Program, the Debtors propose to guarantee employees
who are neither Transitional Employees nor terminated as of
February 2000 payment of the remaining one-third of their Stay
Bonus guaranteed. The Debtors explain that such guarantee will
offer job security but incur no additional cost to the Debtors
since the Debtors intend and desire to keep these key associates
with them.

(3) Severance

The Debtors explain that Transitional Employees will at some
separate from employment but before that their contributions are
crucial to the success of the Debtors' restructuring efforts.

The Debtors tell the Court that if Transitional Employees were
to leave their current jobs at this critical point in the chapter
11 cases, it is likely that the Debtors would not be able to
attract replacement of comparable quality, experience, knowledge and
character. In their judgment, the time and costs incurred in
hiring replacements outweighs the potential costs of severance
payments made under the Retention Program.

To retain and motivate these employees during the specific
periods, the PwC Report provides for different amounts of
enhanced severance payment according to the different tiers of

(a) Tiers VI, VII and VIII Employees

These are the General Managers, Assistant General Managers,
Managers and certain key full-time associates who manage and
perform daily business operations of the Debtors' stores.

Some of these employees have or will be designated as
Transitional Employees. As the loss of their employment prior to
their implementation services would severely curtail the
Debtors' reorganization efforts, to retain and motivate these
Transitional Employees, the Debtors recommend, in addition to any payment
under the Current Retention Program, a payment equal to one to
four weeks additional severance, depending on their grade and
position, in the form of a lump sum payable within 30 business
days of their separation date, provided that the employees do
not voluntarily terminate their employment and must adequately
perform their employment duties. The PWC Report shows that the
maximum aggregate cost to the Debtors for such relief is
$2,017,242 and the expected cost is $1,339,739.

(b) Tiers IV and V

These are Vice Presidents and Assistant Vice Presidents who
supervise and implement the regional business objectives of the
Debtors' stores.

A certain number of these employees will be designated as
Transitional Employees. To retain their service for the
completion of the implementation of the 2000 Business Plan, the
Enhanced Retention Program provides for an additional payment to
these employees of up to two times their current severance
payment, if they are terminated without cause, in the form of a
lump sum payable within 30 days of their separation or
completion of their performance date. The Debtors suggest that
any such payment be at the discretion of the C.E.O. of Service

The maximum aggregate cost anticipated is $11,252,312 and the
expected cost is $1,500,000. As the maximum cost will in all
likelihood never be triggered with respect to these tiers, the
Debtors want to reserve the right to limit the relief requested
with respect to this portion of the enhanced program to a
maximum of $5,000,000.

(c ) Tiers I, II, III

These refer to the Chief Executive Officer, President/Chief
Operating Officer, Chief Administrative Officer and Senior Vice

As the proven leadership skills and the unique management
experience of these employees are critical to the implementation
of the 2000 Business Plan and the Debtors' ongoing restructuring
efforts, it is critical to the Debtors' success that these
employees feel that they are appropriately rewarded for any
success achieved in implementing the 2000 Business Plan, and to
feel assured that if they successfully implement the Debtors'
2000 Business Plan, they would not subsequently be terminated
without cause or resign "for good reason" as defined in
their respective employment agreements as approved by the Court
on May 25, 1999.

The Enhanced Retention Program provides for these employees to
receive in addition to payment under the Current Retention
Program, a payment upon separation from employment equal to
their annual base compensation, in the form of a lump sum
payable within 30 business days of their termination date. In
order to be eligible for this payment, however, the termination
of their employment without cause or resignation for good reason
must occur within six months prior to or after the Debtors'
emergence from the chapter 11 cases.  The maximum aggregate cost
anticipated is  $2,973,271 and there is no costs associated with

(4) IT Retention Program

The IT Employees previously participated in a program that
adequately rewarded their contributions to the Debtors' efforts
to prepare their information technology problems related to Y2K.
The IT Retention Program, if approved, replaces the successful
Y2K program, which ends March 31, 2000.

The Debtors say that the successful implementation of the 2000   
Business Plan depends on the contributions of the IT Employees,
whose expertise and skills will be required to solve management
problems in every area of the Debtors' business throughout the
implementation of the 2000 Business Plan. The maximumm and
expected costs associated with this is $450,000.

(5) Discretionary Bonus Pool

The proposed Enhanced Retention Program will also include a     
discretionary bonus pool for unique situations, one-off needs,
certain employees not otherwise covered by the Enhanced
Program, but whose services are critical to the successful
implementation of the Debtors' 2000 Business Plan. As proposed,
this involves a $500,000 to be distributed at the discretion of
the C.E.O. to reward and provide incentives for these employees
to remain employed with the Debtors and to contribute to the
restructuring efforts. The maximum expected costs for this is

Emphasizing the importance of the Transitional Employees and
senior management to the success of the Debtors' 2000 Business
Plan, and the needs to retain their employees in order to assure
continued business functions in chapter 11, the Debtors seek the
Court's approval for the Enhanced Retention Program. (Service
Merchandise Bankruptcy News Issue 11; Bankruptcy Creditors'
Services Inc.)

WAVE COMMUNITY: Equal Access Eyes Purchase of 41% Stake
The Los Angeles Times reports that Texas-based Equal Access
Media, Inc., is in negotiation with the Los Angeles Community
Development Bank for the purchase of its 41% stake in Wave
Community Newspapers Inc., a local chain of 14 weeklies that
largely serves black and Latino neighborhoods and has been under
Chapter 11 protection since 1998.

William Chu, president and chief executive of the Community
Development Bank, confirmed Wednesday to the Times that talks
were underway with Pluria Marshall, owner of Equal Access Media
Inc., which publishes the 30,000-circulation Houston Informer
and Texas Freeman newspaper covering African American issues in
the Gulf Coast city.  

Chu additionally told the Times that Marshall also seeks to buy
an additional 10% of Wave from other shareholders to become the
company's majority owner.

WASTE MANAGEMENT: Subsidiary Completes Sale in the Netherlands
Waste Management, Inc. (NYSE: WMI) today announced that its
wholly-owned subsidiary has completed its previously announced
transaction to sell its waste services operations in The
Netherlands to Shanks Group plc for approximately $ 330 million.

The sale of the Company's business in The Netherlands stems from
Waste Management's strategy to re-focus on its North American
solid waste operations. The Company's subsidiaries are in
discussions with other parties regarding the divestiture of its
other international businesses, as well as non-core and
certain non-integrated solid waste assets in North America. The
Company intends to use the proceeds of these divestitures
primarily to reduce debt, and to make selective tuck-in
acquisitions of solid waste businesses in North America.

Waste Management, Inc. is its industry's leading provider of
comprehensive waste management services. Based in Houston, the
Company serves municipal, commercial, industrial, and
residential customers throughout the United States, and in
Canada, Puerto Rico and Mexico.


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

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

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

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