TCR_Public/000406.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Thursday, April 6, 2000, Vol. 4, No. 68

                     Headlines

AIRPORT FITNESS: Retains Renaissance Partners
AMEDISYS: Change Of Focus Due To Investment
ATC GROUP: Court Confirms ATC Group's Chapter 11 Plan
ATLAS MINERALS: Reports Fourth Quarter and 1999 Results
BORDEN CHEMICALS & PLASTICS: Reports Decrease in Net Losses

BOSTON CHICKEN: Counties and State Object To Plan
BREED TECHNOLOGIES: Breed's Plan....To Buy Breed
CANADIAN AIRLINES: Judge Approves Protection of US Assets
CHS ELECTRONICS: Plans To Re-Invent as Internet Holding Co.
CRAGAR INDUSTRIES: Reports Earnings For Year-End

EVANS: Notice of Confirmation Hearing
FIRST SECURITY: Moody's Reviews Ratings For Possible Downgrade
FORE RIVER SHIPYARD: Government Argues For Control
GUY'S FOODS: Family Snacks Inc. Liquidating Remaining Assets
HANDY & HARMAN: Chapter 11 Filing For US Subsidiary

HARNISCHFEGER: Valmet Hopes To Keep 200 Local Workers
INCOMNET: Seeks To Extend Exclusivity and DIP Financing
JITNEY JUNGLE: Albertson's Purchases 3 Stores
JUST FOR FEET: To Dissolve Due to Insolvency
LOEHMANN'S: Hearing to Consider Approval of Disclosure Statement

LUMENYTE: Taps BDO Seidman as Accountants
MIDTOWN ROCHESTER: Change of Venue Considered
NIAGARA MOHAWK HOLDINGS: Annual Meeting Set For May 16, 2000
PACIFICARE HEALTH: John Kao Named President and CEO of Division
PENNCORP FINANCIAL: Moody's Continues Review On Credit Ratings

PRIME SUCCESSION: Revenues Decrease; Net Loss $18.3 Million
PSI INDUSTRIES: Order Sets Hearing On Disclosure Statement
SAFETY KLEEN: Announces Appointment of McNally As Interim CIO
SAFETY KLEEN: Delays Second Quarter Earnings Report
SANYO AUTOMOTIVE: Entry of Order Fixing Bar Date

SERVICE MERCHANDISE: Financial Statement - January 2, 2000
SOLV EX: Company and Execs Found Guilty of Defrauding Investors
TECTOY: Reduces Its Losses
TERRA INDUSTRIES: Annual Meeting Set For May 2, 2000
VANGUARD AIRLINES: Annual Meeting Set For May 24, 2000

VISTA EYECARE: To Restructure Under Chapter 11
WILLCOX & GIBBS: Plan of Reorganization Confirmed
ZENITH: Restructuring Complete, Improved Operating Results

                     *********

AIRPORT FITNESS: Retains Renaissance Partners
---------------------------------------------
Renaissance Partners, L.C. today announced that it has been
retained by Airport Fitness, Inc., the creator of Airport based
specialty fitness clubs serving airline crew, passengers and
airport employees, to provide financial planning and strategic
consulting services in connection with the Company's activities
and to assist President and CEO, Mike Michno.

Thomas H. Hicks, Renaissance Managing Partner, stated, "We are
pleased to be serving the strategic and financial planning needs
of Airport Fitness as it seeks to improve its concept and
operations to better support anticipated future growth.  Our firm
has had experience in specialty retailing concepts over the
past twenty years and we are particularly pleased to be assisting
Mike Michno, his shareholders and his management team.  Recent
initiatives involving updating fitness equipment and adding both
nutritional products and logo apparel to the offering have been
instrumental in revenue increases at the Company's test
prototype club at Pittsburgh International Airport".

Renaissance Partners, L.C. provides profit improvement,
turnaround consulting, business development and planning, crisis
and interim management, financial re-structuring, bankruptcy,
wind-down, CEO and CFO services.


AMEDISYS: Change Of Focus Due To Investment
-------------------------------------------
Amedisys, Inc., a Delaware corporation, is a multi-regional
provider of home health care nursing services. The company
operates 50 home care nursing offices, 3 ambulatory surgery
centers, 4 home infusion therapy locations, and 2 corporate
offices in the southern and southeastern United States.

During 1999, the company changed its strategy from providing a
variety of alternate site provider health care services to
becoming a leader in home health care nursing services. The
company's change of focus was largely attributed to its
significant investment in this segment as a result of its
acquisition of 83 home care offices from Columbia/HCA
Healthcare Corporation in late 1998. A second major factor was
that the governmental reimbursement changes in the Medicare
system will allow home care the opportunity to be profitable
after the Prospective Payment System ("PPS") is implemented in
October 2000.

The company lists its 1999 annual net revenue at $97,411 with a
net gain, boosted by the disposition of assets, of $1,300.  Its
unaudited 1998 annual net revenue was shown to be $150,645 with a
net loss of $41,453.


ATC GROUP: Court Confirms ATC Group's Chapter 11 Plan
-----------------------------------------------------
On Mar. 31, ATC Group Services Inc. won confirmation of its joint
consolidated chapter 11 plan of reorganization. Judge Jeffry H.
Gallet of the U.S. Bankruptcy Court in Manhattan approved the
Manhattan-based environmental, engineering and business
consulting firm's chapter 11 plan through the Bankruptcy Code's
Section 1129(b) "cram down" provisions. Judge Gallet was required
to use the cram down provisions because three impaired classes of
shareholder claims and common and preferred shareholder
interests, each which won't receive any property under the plan,
were presumed to reject the plan. (The Daily Bankruptcy Review
and ABI 05-Apr-2000)


ATLAS MINERALS: Reports Fourth Quarter and 1999 Results
-------------------------------------------------------
Atlas Minerals Inc. (OTC: ATMR) (formerly Atlas Corporation)
reports net income of $2,496,000 or $2.05 per share for the year
ended December 31, 1999 compared to a loss of $2,730,000 or $2.99
per share for the year ended 1998.  The income included an
extraordinary gain from extinguishment of debt of $9,199,000 and
a charge of $3,349,000 for fresh-start adjustments, both related
to the Company's successful reorganization under Chapter 11 of
the U.S. Bankruptcy code. Before giving effect to these
adjustments, the Company had an operating loss of $3,354,000
compared to an operating loss of $2,730,000 for 1998.  

The increase in the operating loss during 1999 is attributable to
a decrease in revenues from $5,109,000 in 1998 to $3,485,000 in
1999.  The decrease is due to a combination of lower grade ore
mined and lower average metal prices in 1999 compared to 1998.  
In addition, 1998 revenues were higher due to a reduction of
excess concentrate inventory from 1997, and 1999 revenues were
slightly reduced by an increase in inventory during the year.
Ore grades are expected to increase during 2000 as a larger
percentage of ore will be mined from the higher grade San
Juan/San Jose veins in 2000 than in 1999.  Also increasing the
loss in 1999 were reorganization expenses of $834,000 compared to
$148,000 for 1998.  

For the fourth quarter of 1999 Atlas reported net income of
$4,712,000 or $2.26 per share compared to a loss of $548,000 or
$.60 a share for the same period in 1998.  The fourth quarter net
income includes the same extraordinary gain and fresh-start
adjustments noted above.  Before these adjustments, the Company
had an operating loss of $1,138,000 or $.55 per share compared to
a loss of $548,000 or $.60 share in the fourth quarter of
1998.  

Revenues for the fourth quarter of 1999 were $866,000, down from
$1,616,000 in 1998.  The decrease can also be attributed to the
lower grades and metal prices discussed above as well as
concentrate inventory fluctuations.  Reorganization expenses were
$536,000 in the fourth quarter of 1999 compared to $105,000 in
1998.  Atlas Minerals Inc. is an international mining company
with lead, zinc and silver operations in Bolivia, South America.


BORDEN CHEMICALS & PLASTICS: Reports Decrease in Net Losses
-----------------------------------------------------------
Borden Chemicals and Plastics Limited Partnership is a limited
partnership formed in 1987 to acquire, own and operate polyvinyl
chloride resins ("PVC"), methanol and other chemical plants
located in Geismar, Louisiana, and Illiopolis, Illinois, that
were previously owned and operated by Borden, Inc.  The company's
three principal product groups are (i) PVC Polymers Products,
which consist of PVC resins and feedstocks (such as vinyl
chloride monomer ("VCM") and acetylene), (ii) Methanol and
Derivatives, which consist of methanol and formaldehyde, and
(iii) Nitrogen Products, which consist of ammonia and urea.

During 1999, PVC Polymers Products, Methanol and Derivatives and
Nitrogen Products accounted for 73%, 19% and 8%, respectively, of
the company's revenues.  Those net revenues were stated to be
$554,183 with a net loss of $23,991.  In 1998 net revenues were
$535,527 and net losses $40,607.


BOSTON CHICKEN: Counties and State Object To Plan
-------------------------------------------------
Travis County objects to the Plan. The County claims the Debtors
owe the County property tax and the Plan does not provide for the
payment plus interest.
   
City and County of Denver complain that the City was not given
notice of debtor in possession financing motions and orders, nor
orders approving adequate protection payments to 1996 Lenders or
other special provision for 1996 Lenders which are referred to in
the disclosure statement. Denver asserts that money from the
purchase should not be dispersed to the 1996 Lenders until all of
Denver's personal property and real estate tax liens have been
satisfied. Denver believes that the Debtors owe Denver Sales Tax
for the operation of restaurants, Occupational Privilege and
Business Privilege Taxes and Personal property taxes. Denver says
it is unclear whether any of these taxes are assumed by the
purchaser and reminds the court that to the extent they are not
assumed they must be paid from the proceeds of the sale.

County of Denton, County of Williamson, City of Cedar Park,
Leander Independent School District together file an objection to
the Plan on the following grounds:

* The secured claims of the claimants are impaired;
* The plan fails to provide fair and equitable treatment to the
secured claims;
* The plan is ambiguous as to whether the claims are to be
treated as Priority Tax Claims or Other Secured Claims;
* Taxes for the 2000 tax year must be expressly designated as a
post-confirmation debt, to be timely paid, or be subject to state
court collection without recourse to the Bankruptcy Court;
* The Plan failed to provide for interim interest.

State of New Jersey, Division of Taxation objects to the Plan
because:

* While the N.J. has filed priority tax claims against the
Debtors, the Plan prohibits payment of any post-confirmation
interest which accrues on tax claims;

* The Debtors have not filed various tax returns;

* The Plan provides for the continuation of the automatic stay
till the Effective Date and bars any creditor from attempting to
collect any claims;

* The Plan failed to provide for state court remedies in the
event of default. (Boston Chicken Bankruptcy News Issue 11;
Bankruptcy Creditors' Services Inc.)


BREED TECHNOLOGIES: Breed's Plan....To Buy Breed
------------------------------------------------
Automotive News reports on April 3, 2000, that Johnnie Breed and
a partner hope to create a $1 billion minority-owned supplier by
acquiring the assets of Breed Technologies Inc., a major airbag
supplier that filed for Chapter 11 creditor protection last
September.

An investor group led by Johnnie Breed, CEO of Breed
Technologies, and Ernie Green, CEO of EGI Inc., have submitted a
bid to purchase substantially all of the assets of Breed
Technologies, the world's third-largest maker of airbags.
Details of the bid were not disclosed.

Green would be co-chairman and CEO of the firm, with a 50.1
percent stake. Johnnie Breed and a group of investors would own
the remainder; she would act as co-chairman and be responsible
for global business development and diversification.

A combination of EGI and Breed Technologies' $891 million in
North American revenues last year could create a $1 billion
supplier of airbags, seat belts, inflators and electronics.
Automotive News ranks Breed as the 40th-largest supplier of
original-equipment parts to North America.

The move by Breed and Green appears to have postponed a decision
expected last month on bids from safety restraint system
suppliers Autoliv Inc. and Delphi Automotive Systems Corp. The
committee of Breed Technologies creditors and the court will
decide the successful bidder.  To some analysts, the financing of
such a bid by Breed and Green remains a question.


CANADIAN AIRLINES: Judge Approves Protection of US Assets
---------------------------------------------------------
U.S. Bankruptcy Judge Lloyd King has granted Canadian Airlines'
request for protection of its assets in the United States.

The request was an "ancillary" action to the airline's
reorganization efforts in Canada.

The airline on March 24 filed for protection from its creditors
under a Canadian law similar to a Chapter 11 bankruptcy in the
United States.

It filed for ancillary protection in Honolulu on the same day,
saying most of the company's holdings outside Canada are in
Hawaii.

Attorneys for the airline told King the company could be
irreparably harmed if creditors in the United States ignore
Canadian authority and try to reclaim their property.

Canadian Airlines, the second-largest carrier in Canada, has 127
employees in Honolulu. It has cargo facilities, administrative
offices, ticket and service counters, and other facilities and
equipment.

Canadian Airlines was acquired by Air Canada, Canada's largest
airline, in January. However, Air Canada did not assume the
smaller company's debts.



CHS ELECTRONICS: Plans To Re-Invent as Internet Holding Co.
-----------------------------------------------------------
According to a report in the Sun-Sentinel (Fort Lauderdale, FL)
on April 5, 2000, CHS Electronics, hopes to emerge from
bankruptcy this summer in a new form as a company that would
develop Internet e-commerce ventures.

The Miami-based computer wholesaler said creditors representing
about $ 275 million in claims, or more than half of total claims,
already have agreed to back its reorganization proposal -- the
latest step in a more than yearlong effort to halt massive losses
amid tough global competition.

The reorganization plan centers on CHS selling off its few
remaining European units and on creditors getting part of the
company that would buy those European assets. CHS by then would
have divested nearly all of its global empire and would reinvent
itself as an incubator and holding company for Internet firms
focused on business-to-business sales, said Chairman Claudio
Osorio.

"We're hoping we can get the plan confirmed by Aug. 21," said Tom
Lehman, the attorney handling the CHS bankruptcy case. "We hope
to put it on as fast a track as possible."

The Chapter 11 filing is a dramatic turnaround for a company that
bought up computer distributors worldwide in the mid-1990s and by
1998, became one of the few South Florida businesses on the
Fortune 500 list of top-selling U.S. firms.

But analysts say CHS ran into trouble because of new competition
that squeezed profit margins, plus insufficient management
controls to handle its speedy growth.

Accounting problems in Europe, for example, forced the company to
deduct $ 45 million from 1998 earnings and eroded credibility on
Wall Street.

In the first nine months last year, despite nearly $ 7 billion in
sales, CHS lost more than $ 314 million.

Its stock price has plummeted more than 80 percent in the past
year to close Tuesday at 69 cents.

Key to the reorganization are plans to sell CHS's still
profitable European units to Europa IT, a newly formed venture
led by former CHS Chief Operating Officer Mark E. Keough.

Creditors would get $ 67.5 million in Europa IT securities plus
15 percent of its common stock and 25 percent of the common
shares of the reorganized CHS. In addition, CHS would get 5
percent of Europa IT's common shares, according to the
proposal submitted in U.S. Bankruptcy Court in Miami.

CHS has listed among its major creditors: IBM Credit Corp., which
helped finance European sales, owed about $ 64 million; computer
maker Seagate Technology, owed about $ 58 million; New York
software company Computer Associates International, a bond
holder, owed about $ 40 million; and banker Morgan Stanley Dean
Witter Asset Management, a bondholder, owed about $ 38 million.  
Doreen Hemlock can be reached at dhemlock@sun-sentinel.com or
305-810-5009.


CRAGAR INDUSTRIES: Reports Earnings For Year-End
------------------------------------------------
Cragar Industries, Inc. (OTC Bulletin Board: CRGR) today reported
earnings for the year ended December 31, 1999 of $54,678 compared
to a loss for the year ended December 31, 1998 of $3,971,442.

"By focusing our efforts on replacing lost sales from Super
Shops, our then largest customer that went bankrupt in late 1997,
and by reducing operating costs, the Company improved its bottom
line by over $4.0 million during 1999," commented Michael L.
Hartzmark, Chairman and CEO of Cragar. "More importantly for our
long term success, we transformed the Company's business strategy
by consummating two licensing transactions during the fourth
quarter of 1999."

"In October 1999, we granted an exclusive worldwide license to
Weld Racing, Inc. to manufacture, sell, and distribute our line
of wheels manufactured with non-cast wrought aluminum alloy outer
rims and related accessories.  In December 1999, we granted an
exclusive worldwide license to Carlisle Tire & Wheel Co.,
Inc. to manufacture, sell, and distribute our line of wheels
manufactured with steel outer rims and related accessories."

"These transactions have dramatically changed the nature of our
business. As a result of these transactions, Cragar will no
longer engage in the manufacture, marketing, sale or distribution
of the specified licensed products.  The outsourcing of the
manufacturing, marketing, sales and distribution operations
with respect to the licensed products, together with the sale of
the related assets, will result in a substantial decrease in
Cragar's revenues and related operating, overhead, sales and
marketing costs.  We expect the decrease in revenues to be
replaced by a stream of royalty payments generated by net sales
of the licensed products by Cragar's licensing partners.  In
addition, Cragar is entitled to royalties based on net sales of
certain new CRAGAR brand name products developed by Carlisle and
Weld."

"As part of Cragar's new business strategy, Cragar also intends
to pursue licensing opportunities for Cragar's remaining line of
one-piece aluminum cast wheels and other aftermarket performance
automotive products through the utilization of the CRAGAR brand
name.  Toward that end, Cragar is evaluating various professional
licensing companies to possibly engage one of them to develop
and/or implement a full-blown licensing strategy."

"Finally, in November 1999, Cragar purchased an equity stake in
Wrenchead.com (http://www.wrenchead.com),a start-up e-commerce  
company. Cragar also negotiated an option to increase its stake
in Wrenchead.com in the near term.  Wrenchead.com is a provider
of e-commerce tools for both business- to-consumer and business-
to-business for the automotive aftermarket. Wrenchead.com offers
for sale more than 1.5 million brand name auto and truck parts,
accessories, performance products, and consumer merchandise.
Wrenchead.com services 'do it yourselfers' and professional
mechanics with installation, maintenance and repair expertise.  
Lead investors in Wrenchead.com include Polaris Venture Partners,
SFX Entertainment and CBS. Wrenchead.com is headquartered in
White Plains, New York."

Cragar Industries, Inc. is an international licensor of custom
wheels and wheel accessories for cars, trucks, vans, sport
utility vehicles, racing vehicles, and motorcycles.


EVANS: Notice of Confirmation Hearing
-------------------------------------
On March 14, 2000, the Honorable Jeffry H. Gallet entered an
order approving the Disclosure statement of Evans, Inc., et al.

A hearing to consider the confirmation of the plan shall be held
on May 8, 2000 at 10:30 AM.


FIRST SECURITY: Moody's Reviews Ratings For Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior debt rating of First Security Corporation
(FSCO) at A2 and the subordinated debt rating of Zions Bancorp
(Zions) at A3. The rating agency also placed under review for
possible downgrade the A1 deposit ratings of Zions First National
Bank and First Security Bank, N.A. Moody's cited the termination
of the merger agreement between FSCO and Zions as the reason for
its rating action.

According to Moody's, management at both companies have been
distracted by the considerable delays and the ultimate failure of
the planned merger. Moody's added that a combination of the two
banking organizations would have strengthened their individual
market shares in Utah and Idaho (notwithstanding required branch
divestitures) and would have broadened positions in other healthy
markets throughout the West. In December 1999 Moody's had
upgraded ratings at both companies based on the benefits of
product diversification, improved market shares, and cost
efficiencies. The transaction was expected to close by year-end
1999.

The review will focus on the companies' strategic responses to
the recent termination of the merger.

The following ratings are under review for possible downgrade:

Zions Bancorp -- The A3 subordinated debt rating.

Zions First National Bank - The A1 long-term deposits rating; the
A1 long-term issuer rating; the A1 other long-term senior
obligations rating; the A2 junior subordinated debt rating; and
the C+ bank financial strength rating. The Prime-1 short-term
deposit rating and the Prime-1 rating on other short-term senior
obligations were confirmed.

California Bank & Trust - The A1 long -term deposits rating; the
A1 long-term issuer rating; and the A1 other long-term senior
obligations rating. The Prime-1 short-term deposit rating, the
Prime-1 rating on other short-term senior obligations and the D+
bank financial strength rating were confirmed.

Zions Institutional Capital Trust A - The "a2" preferred stock
rating.

First Security Corporation - The A2 senior unsecured debt rating;
the A2 senior unsecured medium-term notes rating; the A3
subordinated debt rating; the A3 subordinated medium-term notes
rating; the A3 junior subordinated debt rating; the (P)A2 senior
unsecured shelf rating; the (P)A3 subordinated shelf rating; the
(P)A3 junior subordinated shelf rating; the (P)"a2" preferred
shelf rating; and the (P)"a3" preferred shelf rating.

First Security Capital I -- The "a2" preferred stock rating.

First Security Capital II -- The (P)"a2" preferred shelf rating.

First Security Capital III -- The (P)"a2" preferred shelf rating.

First Security Capital IV -- The (P)"a2" preferred shelf rating.

First Security Capital V -- The (P)"a2" preferred shelf rating.

First Security Bank, N.A. -- The A1 rating on the bank for its
long-term deposits; the A1 rating on senior unsecured debt; the
A1 rating on senior unsecured medium-term notes; the A1 rating on
the bank's senior unsecured bank note program; the A1 long-term
issuer rating; the A1 rating on other long-term senior
obligations; and the B bank financial strength rating. The Prime-
1 short-term bank note program rating; the Prime-1 short-term
deposit rating; and the Prime-1 rating on other short-term senior
obligations were confirmed.

First Security Bank of New Mexico, N.A. -- The A1 rating on the
bank for its long-term deposits; the A1 long-term issuer rating;
and the A1 rating on other long-term senior obligations. The
Prime-1 short-term deposit rating; the Prime-1 rating on other
short-term senior obligations; and the C bank financial strength
rating were confirmed.

First Security Corporation and Zions Bancorp are both
headquartered in Salt Lake City, Utah.


FORE RIVER SHIPYARD: Government Argues For Control
--------------------------------------------------
The Patriot Ledger (Quincy, MA) reports on April 1, 2000
that U.S. Bankruptcy Court Judge William C. Hillman agreed to
hold a hearing on Tuesday and listen to the federal government
argue that it should take complete control of the Fore River
Shipyard in Quincy.

A Justice Department motion made available Friday sharply
criticizes the two joint companies that failed in an $ 80 million
bid to renovate the shipyard and asks Hillman to quickly give the
government control of the facility to avoid deterioration and to
settle debts.

Timothy Jaroch, an attorney and officer for the would-be shipyard
developers, Massachusetts Heavy Industries and MHI Shipbuilding,
did not respond to the motion. His office said he could not be
reached for comment.

At least $ 13.7 million in high-tech shipbuilding equipment
brought to the shipyard is exposed to the elements and could
already be damaged, the Justice Department said.

Acting on behalf of the U.S. Maritime Administration, which MHI
owes $ 47 million, the Justice Department in its motion also said
hazardous waste has been stored at the shipyard for at least 18
months in violation of federal law; electrical hazards exist; and
insurance on the property has lapsed.

Hillman is also scheduled to act Tuesday on a request by a
bankruptcy trustee to liquidate MHI and MHI Shipbuilding. Both
companies filed for Chapter 11 bankruptcy protection on March 13.

Even if MHI were given back control of the shipyard, the company
and MHI Shipbuilding are unable to organize their finances and
operate it, the Justice Department said.

In a deposition supporting the motion, the deputy chief of the
Maritime Administration, John E. Graykowski, asserts that both
companies are broke.

"MHI and MHI Shipbuilding have depleted all of their funds,"
Graykowski said. "They have no assets other than the shipyard.
The shipyard is not in operation and there are no accounts
receivable or any prospective revenue. (They) don't constitute an
ongoing business. They have no unencumbered assets, no cash, no
employees, no viable contracts, no commitments from prospective
purchasers, no way to generate revenue to pay for their expenses
and no viable source of funds."

MHI and MHI Shipbuilding were evicted from the shipyard on Feb.
25. The government stopped repairs on the facility when the
companies filed for bankruptcy protection. The Maritime
Administration also signed an agreement not to examine documents
at the shipyard until a court grants access to them.

U.S. Attorney David S. Klontz in his motion said the Maritime
Administration believes the bankruptcy petitions were filed "for
the purposes of delaying (the Maritime Administration) from
taking unfettered possession of the shipyard, further delaying
(its) examination of the corporate records and selling the
property at foreclosure -- and not for the purpose of
reorganizing these defunct companies."

The Maritime Administration says the shipyard is valued at $ 41
million to $ 46 million, basing the assessment on an estimate by
MHI's chief financial officer, James Dunkel.

Along with the $ 47 million owed the Maritime Administration, MHI
owes Massachusetts Development Financing Agency $ 10 million, the
city of Quincy $ 9.2 million and the Massachusetts Water
Resources Authority $ 8.2 million.

The Justice Department said the hazardous waste at the shipyard
includes PCBs and a garbage container bearing lead.


GUY'S FOODS: Family Snacks Inc. Liquidating Remaining Assets
------------------------------------------------------------
Counsel to the Committee of Guy's Foods, Mark Shaiken, corrects a
previously reported inaccurracy.(TRW 04-Apr-00) He states that
Family Snacks Inc. is the Chapter 11 debtor, doing business under
the name of Guy's Foods.  The buyer formed Guy's Foods
Acquisition and purchased the assets of FSI.  The purchaser then
negotiated a deal with the members of the United Food and
Commercial Workers Local 211 for the purchaser's benefit.  FSI
remains in chapter 11 and will not be emerging.  It is
liquidating its remaining assets not purchased.


HANDY & HARMAN: Chapter 11 Filing For US Subsidiary
---------------------------------------------------
On Wednesday 29 March 2000, Golden West Refining Corporation
Limited, announced that its United States' subsidiary Handy &
Harman Refining Group, Inc. ("HHRG") had made an application
under Chapter 11 of the US Bankruptcy Act to the District Court
of Connecticut.

At a hearing on Monday 3 April 2000, certain unsecured creditors
challenged the title to metal claimed by secured creditors at the
Attleboro facility where high grade precious metals are refined.
Orders were made by the Court restricting the movement of
material into and out of the refinery until the question of title
to metal can be resolved.

It is expected that further hearings will be held over the next
two weeks.

As a result of the ongoing investigations and review of operating
performance a number of significant operational decisions have
been taken.

As soon as possible, subject to the outcome of the Court
hearings, it is the intention to reopen the company's high grade
refinery at Attleboro. Funding lines have been negotiated to
allow the refinery to operate whilst in Chapter 11 on a full
metal advance or cash settlement basis.

As a result of continuing operating losses in low-grade material
processing, it is proposed that HHRG will immediately close its
operation at South Windsor and undertake an orderly sale of this
facility. HHRG will also pursue the orderly sale of its other
low-grade facilities or alternatively these will be closed.

Tony Pearce has resigned as President and Chief Executive
Officer of HHRG. He was orginally appointed by GWRC in January
2000 to strengthen management and oversee restructuring of HHRG's
businesses. This role has changed dramatically with the events of
the last two months and the Chapter 11 filing. The Board of GWRC
is most appreciative of Tony's contribution in very difficult
circumstances.

Management responsibility for HHRG will be assumed by its
directors being Sean Russo and Mike Ryan with the latter acting
as President. They are assembling a management team to deal with
operational and financial issues during the Chapter 11 process.
It is proposed to engage, subject to Court approval, Seneca
Financial Group, Inc. of Greenwich, Connecticut to provide
support to management and act as advisors with respect to a plan
of reorganisation under Chapter 11 and the disposal of assets.


HARNISCHFEGER: Valmet Hopes To Keep 200 Local Workers
-----------------------------------------------------
Contingent on the U.S. Department of Justice's approval of
Valmet's purchase of Beloit Corp. assets, Valmet announced that
it hopes to continue 200 local workers on its payroll.

Beloit Corp. is owned by Harnischfeger Industries, of suburban
Milwaukee, which filed for bankruptcy protection in June.
Harnischfeger announced in September it intended to sell off the
five subsidiaries of Beloit Corp., including operations in Beloit
and Rockton.

Valmet, based in Finland, and one of Beloit Corp.'s top
competitors in the paper making and pulping industry, was the top
bidder for the subsidiary involving local Beloit Corp. workers.

Plans call for employing more than 300 workers overall in the
after-sales service area in Beloit, which would allow the company
to service Beloit Corp. and Valmet paper, board and tissue
customers.


INCOMNET: Seeks To Extend Exclusivity and DIP Financing
-------------------------------------------------------
The debtor, Incomnet, Inc. seeks to extend the period during
which the debtors shall have exclusive rights to file plans of
reorganization.

Incomnet filed its initial plan on January 31, 2000 and the
confirmation hearing is now set for May 9, 2000.  Incomnet asks
that the exclusivity periods be extended until May 31, 2000, to
allow for the confirmation hearing date.

By separate motion the debtor seeks an extension of its DIP
Financing until May 31, 2000 because the debtor does not expect
to emerge from bankruptcy substantially before May 31, 2000.



JITNEY JUNGLE: Albertson's Purchases 3 Stores
---------------------------------------------
Albertson's, Inc., (NYSE:ABS) has purchased three stores from
Jitney Jungle Stores of America, Inc., pursuant to the order of
the U.S. Bankruptcy Court for the Eastern District of Louisiana
in which the chapter 11 cases of Jitney Jungle Stores of America,
Inc., et al. are pending. The stores, located in the greater
Memphis, Tennessee metropolitan area, will open Wednesday, April
5, 2000, under the Seessel's banner.

Peter Lynch, president and chief operating officer of
Albertson's, said, "These stores are a great fit with our
existing stores in Tennessee. We've been part of the Memphis
market since 1998 when we purchased the 10-store Seessel's
chain. This purchase creates a great opportunity for us to fill
in an existing market. With the addition of these three new
stores, we'll operate 16 stores in the Memphis area and we plan
to keep growing in this market.

"These stores are large stores that will allow us to make the
most of our customer-focused initiatives. Each store will be
merchandised specifically for the neighborhood it serves. We are
excited about the opportunities these new stores provide to
better meet the needs of their neighborhoods," concluded Mr.
Lynch.

Albertson's, Inc., is one of the largest retail food and drug
companies in the United States. Based in Boise, Idaho, the
Company currently operates almost 2,500 retail stores in 37
states across the United States.


JUST FOR FEET: To Dissolve Due to Insolvency
--------------------------------------------
On March 21, 2000 the US Bankruptcy Court for the District of
Delaware entered an order converting the case to a Chapter 7
bankruptcy effective as of March 27, 2000.

Just for Feet, which reports assets of $142.5 million and debts
of $448.5 million, has been in business in Birmingham since 1977.

A permanent trustee will be appointed to oversee the
corporation's dismantling. McKelvie has scheduled an April 19
conference for an update on the proceedings.

In February, Mahwah, N.J.-based Footstar Inc. bought 102 Just For
Feet stores, the headquarters building and other assets for $72
million in an auction of the failing company's assets.

Some workers at the company's headquarters were offered jobs with
Footstar in Dallas or Mahwah, others were let go.


LOEHMANN'S: Hearing to Consider Approval of Disclosure Statement
-----------------------------------------------------------------
On March 24, 2000, Loehmann's, Inc. filed a plan of
reorganization and Disclosure Statement accompanying the plan.  A
hearing will be held on April 24, 2000 at 11:30 AM before the
Honorable Mary F. Walrath in the US Bankruptcy Court for the
District of Delaware, 824 market Street, 6th Floor, Wilmington,
Delaware to consider the adequacy of the information contained in
the Disclosure Statement.


LUMENYTE: Taps BDO Seidman as Accountants
-----------------------------------------
Lumenyte International Corporation, debtor, seeks court authority
to employ the accounting firm of BDO Seidman, LLP as accountants
and consultants for the estate.

The firm will provide the following services:

Evaluate the debtor's assets and liabilities for the purposes of
restructuring;

Assist the debtor in preparing complex projections in the context
of a Chapter 11 plan of reorganization;

Communicate with taxing authorities on behalf of the estate;

Perform any such other services as may be required to resolve any
tax-related matters in which the estate may
be involved.

All compensation shall be approved by the court.


MIDTOWN ROCHESTER: Change of Venue Considered
---------------------------------------------
The Rochester Business Journal reports on March 17, 2000 that a
California judge will determine whether to send the Midtown
Rochester LLC bankruptcy to New York.

Judge John Ninfo II conferred with James Barr, the California
judge now handling the Midtown bankruptcy.

Put into bankruptcy in January by its California-based owner,
developer Peter Arnold, the struggling Rochester plaza has long
been regarded as central to the city's downtown. Last year, it
was named as a leading candidate among several sites for a
proposed performing arts center.

County and city officials together are avidly pursuing the
artscenter project. But by putting any action concerning Midtown
on hold, the bankruptcy throws an obvious stumbling block in its
way.

In a preliminary ruling from the bench last week, Barr said he
was willing to send a least parts of the Midtown case here. But
at present it remains in his court, with decisions as to whether
any part comes here solely up to him.

The details of Judge Barr's ruling have yet to be firmed up in a
written order. According to a source familiar with the case, the
California judge stated that he had conferred with Judge Ninfo,
and had indicated that further talks could lead to modifications
in details he had preliminarily outlined.

Among provisions of the preliminary ruling:

* For the-time being, all claims will be handled by the
California court.

* Issues the judge said he intends to send here include valuation
of the 1 million square-foot Midtown property, landlordtenant
disputes and anything else that can be shown to be of primarily
local concern.

* Arnold is directed to inform creditors in writing that they can
ask Barr to send matters here for consideration on a caseby-case
basis.

* Arnold's failure to submit a plan within the 30 days required
under Bankruptcy Code rules could result in the entire case's
immediate transfer to Rochester.

Arnold filed a Chapter 11 petition seeking protection from
creditors for Midtown days before the plaza's chief mortgage
holder, Blackacre Bridge Capital LLC, won a foreclosure order in
state Supreme Court here.


NIAGARA MOHAWK HOLDINGS: Annual Meeting Set For May 16, 2000
------------------------------------------------------------
The annual meeting of stockholders of Niagara Mohawk Holdings,
Inc. is scheduled to be held on Tuesday, May 16, 2000, at 10:30
a.m. (EDT), at The Onondaga County Convention Center, 800 South
State Street, Syracuse, New York.

This year stockholders will be asked to elect four directors to
Class III, Lawrence Burkhardt, III, John H. Dalton, William J.
Donlon, and Stephen B. Schwartz to serve in Class III for a 3-
year term expiring at the 2003 anual meeting; and to vote on a
shareholder proposal that the company endorse the CERES
Principles.  Presentation of a report on Niagara Mohawk's
Past performance and on other matters of current interest will be
presented to the shareholders.

The Board of Directors has fixed the close of business on March
20, 2000, as the record date for the purpose of determining
shareholders who are entitled to notice and to vote at the
meeting.


PACIFICARE HEALTH: John Kao Named President and CEO of Division
---------------------------------------------------------------
PacifiCare Health Systems, Inc. (Nasdaq: PHSY) announced today
that John Kao, 38, has been named president and CEO of its
Specialty Services division and new e-commerce company,
PacifiCare Ventures.  The promotion is effective immediately,
with Kao reporting to PacifiCare Health Systems' president and
CEO, Alan Hoops.  Kao replaces Jeff Folick, 52, interim head of
the Specialty Services division, who retired today.

Kao will lead the expansion of PacifiCare's Specialty Services
division, which includes Prescription Solutions, a pharmacy
benefits management subsidiary; PacifiCare Behavioral Health, a
supplier of mental health benefits coverage; and PacifiCare
Dental, an indemnity and managed care insurance company
supplying dental and vision benefits.

In his new capacity, Kao also will be responsible for developing
strategy and plans to increase PacifiCare's presence in the
growing e-commerce health care arena.  The new e-commerce
division, which will be a separate operating unit of the company
called PacifiCare Ventures, will develop strategies and
technology business partnerships with venture capitalists,
technology companies and various health care entities through
joint ventures and capital investments.  The company's goal is to
offer new products or services that will enhance PacifiCare's
relationships with members, employer customers or contracting
physicians, and create additional value for its shareholders.

Kao previously served as chief financial officer of PacifiCare's
Secure Horizons USA (SHUSA) from 1998 to 1999.  


PENNCORP FINANCIAL: Moody's Continues Review On Credit Ratings
--------------------------------------------------------------
Moody's Investors Service continues to review the Caa3
subordinated debt rating of PennCorp Financial Group, Inc.,
(PennCorp), and the B2 insurance financial strength rating of its
wholly owned subsidiary, Southwestern Life Insurance Company
(Southwestern Life), for possible upgrade. PennCorp's preferred
stock rating was confirmed at "ca". Moody's commented that
although PennCorp's previously announced sale of Southwestern
Life and another subsidiary to Reassure America Life Insurance
company would not proceed, an alternative recapitalization plan -
- if completed as specified -- would still significantly reduce
PennCorp's debt and financial leverage, relieving some of the
debt service pressures on Southwestern Life. The new plan,
proposed by Inverness/Phoenix Capital LLC and Vicuna Advisors,
LLC, and others, on behalf of the unofficial ad hoc committee of
preferred stockholders, was approved by PennCorp's Board of
Directors and is conditional upon, among other things, PennCorp's
completion of a $95 million credit facility; an annuity
reinsurance transaction with a third party reinsurer; and final
regulatory and other approvals.

According to the rating agency, the rating review will focus on
the completion, as stated, of all of conditions under the new
capitalization agreement; the ultimate debt and leverage position
of PennCorp; the financial condition of Southwestern Life and its
subsidiary at the time the transaction is consummated; finally,
the ability of these subsidiaries to service remaining holding
company debt.

PennCorp Financial Group, Inc. is a Delaware-registered insurance
holding company. Southwestern Life Insurance Company is a wholly
owned life insurance subsidiary located in Dallas, Texas. At
December 31, 1999, Southwestern Life reported statutory assets of
$1.5 billion, and statutory capital and surplus of $113 million.

Visit our website at www.moodys/insurance.com


PRIME SUCCESSION: Revenues Decrease; Net Loss $18.3 Million
-----------------------------------------------------------
Prime Succession Inc. is the fifth largest provider of funeral
home and cemetery merchandise and services in the United States.
In addition to providing merchandise and services at the time of
need, the company also makes funeral, cemetery and cremation
arrangements on a pre-need basis. The company through its
subsidiaries owns or operates 141 funeral homes and 19 cemeteries
in 19 states, primarily in non-urban areas.

Consolidated revenues decreased to $90.5 million in 1999 from
$98.0 million in 1998. Funeral service revenues increased 0.4% to
$74.6 million from $74.3 million in 1998 and cemetery revenues
decreased 32.9% to $15.9 million from $23.7 million in 1998.
Consolidated operating income decreased from $17.6 million in
1998 to $8.2 million in 1999. Funeral revenues increased
primarily as a result of an increase in services performed.
Cemetery revenues decreased primarily due to a substantial
reduction in prearranged sales of property, merchandise and
services.

Net loss for 1999 was $18.3 million; in 1998 net loss was $6.9
million.


PSI INDUSTRIES: Order Sets Hearing On Disclosure Statement
----------------------------------------------------------
A disclosure statement and plan were filed on February 15, 2000
by PSI Industries, Inc.  The court has set a hearing to consider
approval of the disclosure statement for April 20, 2000 at 3:30
PM.  The deadline for objections to the Disclosure Statement is
April 13, 2000.

SAFETY KLEEN: Announces Appointment of McNally As Interim CIO
-------------------------------------------------------------
Safety Kleen, Inc. announces the appointment of David B. McNally
as interim Chief Information Officer (CIO). McNally is a senior
executive with Jay Alix & Associates of Southfield, Michigan, a
nationally recognized firm specializing in corporate turnarounds
and financial restructuring that was recently retained by Safety-
Kleen.

"In appointing Dave McNally as CIO, we continue our efforts to
bring in top executives who have significant experience working
with companies that have had operating and financial difficulties
similar to those facing Safety-Kleen," said David E. Thomas, Jr.,
Chairman of the Safety-Kleen Board's Executive Committee.  "Dave
McNally has more than 18 years experience in solving complex
information technology (IT) problems, including technology
integration and accounting systems issues similar to those
presented by the Safety-Kleen-Laidlaw Environmental Services
merger."

McNally has previously filled top IT positions for such companies
as Lear Corporation, United Technologies and Brush Wellman, and
has led successful multi-national IT projects in Europe and Asia.  
He has an MBA degree in Management Information Systems from
Drexel University, an undergraduate degree in Communications from
the Pennsylvania State University, and is a Certified Public
Accountant.

"Safety-Kleen certainly faces some IT challenges, as do many
companies that have a workforce in multiple locations," McNally
said "but I am confident that they are manageable and that we can
develop an effective IT program to address our short-term needs
and provide for the company's long-term stability."


SAFETY KLEEN: Delays Second Quarter Earnings Report
---------------------------------------------------
Safety-Kleen Corp. has delayed releasing its second-quarter
earnings report indefinitely.

"In light of the company's ongoing investigation of accounting
irregularities, we are simply not prepared to issue an earnings
statement at this time," Jack McGregor, the company's interim
chief financial officer, said Tuesday.

The troubled waste disposal and recycling company announced last
month that accounting irregularities would require it to restate
earnings for the past three years.

The company also announced Tuesday that David B. McNally was
named interim chief information officer. He is a senior executive
with Jay Alix & Associates of Southfield, Mich., which
specializes in corporate turnarounds.

"McNally has more than 18 years experience in solving complex
information technology problems," said David E. Thomas Jr.,
chairman of Safety-Kleen's executive board.

Safety-Kleen has said it would sell its former headquarters
building in Elgin, Ill., and had arranged short-term financing to
help it fund continuing operations.

The Columbia-based company operates a landfill at Pinewood near
Lake Marion.

Safety-Kleen shares closed down 18 3/4 cents at $1 a share in
trading Tuesday on the New York Stock Exchange.


SANYO AUTOMOTIVE: Entry of Order Fixing Bar Date
------------------------------------------------
The US Bankruptcy Court, Eastern District of New York, entered an
order dated March 14, 2000 requiring all parties that assert a
claim against Sanyo Automotive parts, Ltd. And ABS Brakes, Inc.
which arose prior to May 28, 1999 to file a written proof of
claim with the US Bankruptcy Court for the Eastern District of
New York so that it is actually received no later than 4:30 PM on
or before April 21, 2000.


SERVICE MERCHANDISE: Financial Statement - January 2, 2000
-----------------------------------------------------------------
SERVICE MERCHANDISE COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
In thousands of dollars
---------------------------------
JANUARY 2, 2000
---------------
TOTAL CURRENT ASSETS                                    746,894
TOTAL ASSETS                                        $ 1,161,944
TOTAL CURRENT LIABILITIES                               322,016
TOTAL LONG-TERM LIABILITIES                             101,014           
TOTAL LIABILITIES                                     1,179,005
TOTAL SHAREHOLDERS' (DEFICIT) EQUITY                    (17,061)             
TOTAL LIABILITIES AND SHAREHOLDERS'(DEFICIT) EQUITY  $1,161,944
                                                             
SERVICE MERCHANDISE AND COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands of dollars
-------------------------------------
FISCAL YEAR ENDED
JANUARY 2, 2000
Net earnings (loss)                                 $    21,474


SERVICE MERCHANDISE AND COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of dollars
-------------------------------------
Fiscal Year Ending
JANUARY 2, 2000
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:        192,639      
NET CASH PROVIDED BY FINANCING ACTIVITIES               (304,635)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (72,158)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR            133,749
                                                                
CASH AND CASH EQUIVALENTS - END OF YEAR                  $61,591


SOLV EX: Company and Execs Found Guilty of Defrauding Investors
---------------------------------------------------------------
A federal judge has found Albuquerque-based Solv-Ex Corp. and two
of its officers guilty of defrauding investors.

U.S. District Judge Bruce Black ruled Friday that Solv-Ex, Chief
Executive Officer John S. Rendall and Vice President Herbert M.
Campbell engaged in a pattern of issuing fraudulent statements
that overstated the company's development of technology for
extracting oil.

Solv-Ex's chief financial officer, Frank Ciotti, said today the
company had not yet issued a statement. The ruling was being
reviewed by Solv-Ex's legal counsel, and the company would not
say anything until that is completed, he said.

The ruling means the firm, Rendall and Campbell could face civil
penalties of several thousand dollars each.

Solv-Ex has said it has developed a process to extract a tarlike
substance called bitumen, which can be refined into crude oil,
from oil sands in Alberta, Canada.

"Collectively read, the (company) press releases, shareholder
letters and other statements ... created the false impression
that Solv-Ex was on the verge of generating revenues," Black
wrote.

"In fact, the evidence demonstrates that at the time these
statements were disseminated, Solv-Ex was in various stages of
research and development ... but that commercial exploitation of
any of them was never more than a theoretical possibility," the
judge wrote.

The U.S. Securities and Exchange Commission sued Solv-Ex in July
1998, contending the company, Rendall and Campbell made numerous
misleading statements about the company from January 1995 to
April 1997. During that period, Solv-Ex's shares rose to about
$38 from $5.

Solv-Ex filed for bankruptcy protection in 1997 under Chapter 11,
which protected it from any threat of creditor lawsuits pending a
reorganization. Solv-Ex emerged from Chapter 11 in 1998.

The SEC alleged the company, Rendall and Campbell said Solv-Ex
would be producing 100,000 barrels a month by spring 1997.

Black's ruling said Rendall controlled all aspects of Solv-Ex's
business and was responsible for its misleading statements.
Campbell had access to all company information, but chose to omit
anything unflattering when he wrote news releases, the judge
said.

The judge ruled Solv-Ex and Rendall violated the anti-fraud and
issuer-reporting provisions of SEC rules and that Campbell
violated the anti-fraud provisions and aided and abetted Solv-
Ex's reporting violations.

The SEC will seek civil penalties against the company and the two
officrs, said Katherine Addleman, SEC assistant regional director
of enforcement issues in Denver. The commission has asked for
penalties of $50,000 against them, she said.

"The judge has affirmed for the investing public that a company
cannot mislead the public for the purpose of inflating its stock
values," she said.

Black will take up the issue of penalties in 20 days after the
SEC files a draft order for him, Addleman said.
                                 


TECTOY: Reduces Its Losses
--------------------------
According to a report in GAZETA MERCANTIL INVEST NEWS (Sao Paulo)
on April 3, 2000, toy manufacturer TecToy reduced its losses to
R$ 10.968 million in 1999 from R$ 25.580 million the previous
year.

The company, which has been under bankruptcy protection
proceedings similar to Chapter 11 since since December, 1997, has
modified its strategy and decided to focus improving business by
switching focus to more profitable products, according to the
explanatory notes accompanying the balance sheet released on
Monday.

Net sales revenue stood at R$ 26.758 million last year, 26.5%
lower than in 1998. Net sales volume fell 12.7% compared to 1998,
because of a general slowdown in the electronic toy market, and
the removal of its some less profitable products from the
company's range.

On a brighter note, the cost of goods and services fell 31.6% to
R$ 17.099 million. Operating expenses also reduced by 41.6% to R$
20.824 million.

Last year, TecToy restructured its administration and
concentrated its efforts into one business unit, selling
videogames and toys. Costs were cut by centralizing all Sao Paulo
operations under one roof, and by moving the company's factory in
Manaus, Amazonias, to a new address more compatible with
current output levels.


TERRA INDUSTRIES: Annual Meeting Set For May 2, 2000
----------------------------------------------------
The annual meeting of the stockholders of Terra Industries Inc.
will be held at the Sioux City Convention Center, 801 Fourth
Street, Sioux City, Iowa, on Tuesday, May 2, 2000 at 9:00 a.m.,
central daylight time, for the following purposes:

(a)  to elect directors to Terra's Board;

(b)  to ratify the selection by the Board of Directors of the
firm of Deloitte & Touche LLP as Terra's independent accountants
for 2000; and

(c)  to transact such other business as may properly come before
the annual meeting.

Only stockholders of record of Terra's common stock at the close
of business on March 3, 2000 are entitled to notice of, and to
vote at, the annual meeting.


VANGUARD AIRLINES: Annual Meeting Set For May 24, 2000
------------------------------------------------------
Stockholders of Vanguard Airlines, Inc., a Delaware corporation,
are being advised that the annual meeting will be held on
Wednesday, May 24, 2000, at 10:00 a.m., Central Daylight Time, at
the Embassy Suites Plaza Hotel, 220 West 43rd Street, Kansas
City, Missouri, for the following purposes:

1.   To elect one Class II director to serve for a three-year
     term expiring at the 2003 annual meeting of stockholders and
     until his successor is duly elected and qualified or until
     his earlier resignation or removal;

2.   To consider and act upon approval of an amendment to the
     company's restated certificate of incorporation, as amended,
     to decrease the number of authorized shares of the company's
     common stock, $0.001 par value, from 200,000,000 shares to
     100,000,000 shares;

3.   To consider and act upon approval of the Vanguard Airlines,
     Inc. 2000 Stock Option Plan;

4.   To consider and act upon ratification and approval of the
     selection of Ernst & Young LLP as the company's independent
     auditors for the year ending December 31, 2000; and

5.   To consider and act upon any other matters which may
     properly come before the annual meeting.

The company's board of directors has fixed the close of business
on April 4, 2000, as the record date for the determination of the
holders of shares of its common stock, and Series A preferred
stock, entitled to notice of, and to vote at, the annual meeting.


VISTA EYECARE: To Restructure Under Chapter 11
----------------------------------------------
Vista Eyecare, Inc. (Nasdaq: VSTA), the national retail optical
company, announced today that it has filed for protection under
Chapter 11 of the U.S. Bankruptcy Code.  The Company made the
filing in the U.S. Bankruptcy Court in the Northern District of
Georgia.

James W. Krause, Chairman and Chief Executive Officer, stated
that, "This is not an ordinary bankruptcy case.  We have positive
cash flows and a strong core business.  Our problems are clearly
defined -- too much high cost debt and too many under-performing
retail centers acquired in 1998.  We have spent the past several
weeks attempting to come up with a proposal that would address
these problems outside of a court proceeding.  Ultimately, the
time required to complete a restructuring transaction and the
uncertain cost of closing unprofitable locations were too great
to overcome."

Mr. Krause continued, "We expect to emerge from bankruptcy as
quickly as possible with all of our host operations, with a
smaller and more profitable base of free-standing locations, and
with a sound capital structure."

Subject to court approval, the Company expects to receive Debtor-
in- Possession (DIP) financing from its current secured lenders.

Mr. Krause concluded, "While unfortunate, this proceeding will
bring order to a disorderly process.  It should have little or no
impact on our customers, our independent optometrists, or our
employees.  We intend to continue to compete vigorously in our
markets and to work diligently to meet the needs of our
customers."

Vista Eyecare, Inc., with a total of 908 locations, is the
nation's third largest optical company in terms of sales on an
annualized basis and second largest in terms of locations
(including 586 leased department and 322 Vista Optical free
standing locations).  The Company's retail operations offer a
full line of optical goods including spectacles, contact lenses,
prescription and non-prescription sunglasses and a full line of
optical accessories.  In addition, independent Doctors of
Optometry are available adjacent to most store locations.


WILLCOX & GIBBS: Plan of Reorganization Confirmed
-------------------------------------------------
Willcox & Gibbs, Inc. announced that its Chapter 11 Plan of
Reorganization was confirmed on April 3, 2000, by the U.S.
Bankruptcy Court for the District of Delaware.  Willcox & Gibbs
expects the Plan to become effective later this month in
connection with the closing under the Company's new credit
agreement with Banc of America Commercial Finance Corporation.  

Willcox & Gibbs is the largest distributor in North America of
replacement parts, supplies and ancillary equipment to
manufacturers of apparel and other sewn products.  Willcox &
Gibbs is currently operating as a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code.


ZENITH: Restructuring Complete, Improved Operating Results
----------------------------------------------------------
Zenith Electronics Corporation, which completed its restructuring  
last year, reports a 1999 net loss of $ 64.1 million, excluding
an extraordinary gain, compared with a net loss of $ 275.5
million in 1998.  (The extraordinary gain of $ 70.2 million
resulted from the restructuring  of long-term debt in the fourth
quarter of 1999.)

Zenith's operating losses narrowed to $ 5.1 million in 1999 from
$ 43.4 million in 1998, excluding restructuring  charges of $
19.5 million in 1999 and $ 202.3 million in 1998.  Fourth-quarter
and full-year 1999 results benefited from significantly lower
operating expenses due to Zenith's operational restructuring,  
and reduced interest expense due to Zenith's financial
restructuring  and better management of cash and inventories.

Net sales were $ 834 million in 1999, compared with $ 985 million
in 1998. The 15 percent sales decline was primarily due to
competitive market actions in response to Zenith's restructuring,
delays in new product availability and planned reductions in low-
margin business areas, as well as the phase out of analog set-top
boxes and cable modems in 1999.

Zenith completed its financial restructuring on Nov. 9, 1999,
following confirmation of its prepackaged plan of reorganization.   
The company is now a wholly owned subsidiary of LG Electronics
Inc. (LGE), and Zenith stock is no longer publicly traded.

                     *********

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.

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