TCR_Public/000410.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Monday, April 10, 2000, Vol. 4, No. 70

                     Headlines

ALTA GOLD: Court Defers Ruling On Conversion To Chapter 7
AMERICAN GAMING: To File Annual Report Before April 14
AMERICAN GAMING: Net Income For Year $61M
ANCHOR GLASS CONTAINER: Owens-Brockway Commences Action
AUGMENT SYSTEMS: Suspends Current Operations

AURORA FOODS: Management Resigns; Headquarters Relocates
BOSTON CHICKEN: Hartford Fire Insurance Objects To Plan
DIMAC: Files Voluntary Chapter 11 Petition
GENCOR: Opposes Petition
GIBBS CONSTRUCTION: Plans for Bankruptcy and Merger

GLOBE MANUFACTURING: Requests 15-Day Extension To File Financials
GOSS GRAPHIC: Sues Four Foreign Printing Press Manufacturers
HVIDE MARINE: Notification of Late Filing; Lower Earnings
IGI INC: To Delay Filing Financial Information With SEC
INTEGRATED HEALTH: Informs SEC of Delayed Annual Reports

LEVITZ FURNITURE: Levitz, Seaman Enter Shared Services Pact
MARKETING SPECIALISTS: Under Review For Possible Downgrade
MASON PLAN: Claims Not Met
MATTHEWS STUDIO: Files Voluntary Petition in Chapter 11
MC SHIPPING: S&P Cuts Snr Unsecured Debt

NORTH FACE: Announces Short Extension of Credit Facility
NORTH FACE: Stock Falls After Possible Bankruptcy Announcement
ORBIT INTERNATIONAL: Reports Financial Results For 1999
ORBITAL SCIENCES: To Delay Filing Financial Report
PENNCORP FINANCIAL GROUP: Accepts Recapitalization Proposal

SCOOP INC: Elects New Directors; Appoints New Accountants
SCOOP INC: Delays Filing Financial Report
SERVICE MERCHANDISE: Taps Grubb as Real Estate Consultant
SUN HEALTHCARE GROUP: Needs More Time To File Financial Reports
WASTE MANAGEMENT: Denies Sale Agreement With SITA

WELLCARE MANAGEMENT GROUP: Change in Independent Auditors
WESTERN DIGITAL: Offers 1,715,827 Shares Of Stock To Investor

                     *********

ALTA GOLD: Court Defers Ruling On Conversion To Chapter 7
---------------------------------------------------------
At a hearing on March 30, 2000 the Bankruptcy Court agreed to
defer ruling on the motion of the debtor, Alta Gold Co., to
convert its case to a Chapter 7 liquidation case.

This request was made to allow the company and certain of its
secured creditors additional time to attempt to prepare a
definitive agreement to complete the liquidation of the company's
assets and to reclaim the company's mining properties, on an
orderly wind-down basis.

The Bankruptcy Court agreed to defer ruling on the motion until
April 24, 2000, at which time it will also review the definitive
agreement. If the definitive agreement is approved by the
Bankruptcy Court, the company may at that time ask that the
Bankruptcy Court continue to defer for several more months its
ruling on the company's motion to convert.

In conjunction with the company's request to defer ruling on the
motion to convert, the company also filed a motion with the
Bankruptcy Court to have John Bielun, the company's chief
financial officer and most senior remaining employee, to be
designated as the responsible individual for meeting the duties
of the company as a debtor-in- possession.


AMERICAN GAMING: To File Annual Report Before April 14
------------------------------------------------------
American Gaming & Entertainment Ltd. is still determining the
effects of a restructuring with its major stockholder and
creditor, involving the transfer of substantially all of the
company's assets and extinguishment of substantially all of the
company's liabilities. Accordingly, it reports that it could
complete its annual report for filing with the SEC by March
30, 2000 without unreasonable effort and expense. The Company
intends to file its annual report on or before April 14, 2000.


AMERICAN GAMING: Net Income For Year $61M
-----------------------------------------
American Gaming & Entertainment, Ltd. reported net income for the
year ended December 31, 1999 was approximately $61,417,000 as
compared to a net loss for of ($6,720,000) for the year ended
December 31, 1998.

As a result of the confirmation of a plan of liquidation for the
Company's two Mississippi subsidiaries and the dismissal of an
adversary complaint filed by the creditors of such subsidiaries
challenging the Company's title to a casino barge, the Company
recognized "Deferred Charter Revenue" of approximately$11,743,000
as revenue for the year ended December 31, 1999.

The Company has not received any financial statement information
or payments relating to its interest in a gaming project in
Rising Sun, Indiana for the year ended December 31, 1999 and
therefore has not recorded any revenues attributable to the RSR
Interest for such year. For the year ended December 31, 1998, the
Company recorded revenues of approximately $445,000 attributable
to the RSR Interest.

From 1997 through October 4, 1999, the Company's Common Stock
traded under the symbol "AGEL" on the OTC Bulletin Board.
Effective October 4, 1999, the Common Stock has traded under the
symbol "AGELE" on the OTC Bulletin Board. The Company has been
informed by the OTC Bulletin Board that the symbol was changed
because the report of the Company's independent public
accountants on the Company's financial statements for the fiscal
year ended December 31, 1998 contained a disclaimer of opinion.
As a result of such disclaimer, the OTC Bulletin Board can decide
to remove the Common Stock from the OTC Bulletin Board. In such
event, there would be no public trading market for the Common
Stock. The report of the Company's independent public
accountants on the Company's financial statements for the fiscal
year ended December 31, 1999 contains an unqualified opinion with
a going-concern explanation, but not an adverse opinion or
disclaimer of opinion, and therefore the Company intends to
apply to the OTC Bulletin Board to ensure that the Common Stock
is not removed from the OTC Bulletin Board and to have the symbol
reversed to "AGEL".
    

ANCHOR GLASS CONTAINER: Owens-Brockway Commences Action
-------------------------------------------------------
On February 17, 2000, Owens-Brockway Glass Container, Inc.
commenced an action against Anchor Glass Container Corporation
alleging violations of a Technical Assistance and License
Agreement between the company and Owens. Owens is seeking various
forms of relief including (1) permanent injunction restraining
Anchor Glass from infringing Owen's patents and using or
disclosing Owen's trade secrets, and (2) damages for breaches of
the Technical Assistance and License Agreement. A hearing is
scheduled on Owen's motion for a preliminary injunction on April
12, 2000. Because the outcome of the hearing on April 12, 2000
could significantly impact the company's disclosure in its annual
report to the SEC, it is requesting an extension of fifteen 15)
days to file its annual report for the year ended December 31,
1999.


AUGMENT SYSTEMS: Suspends Current Operations
--------------------------------------------
On January 15, 1999, the Board of Directors of Augment Systems,
Inc. decided to suspend its current operations, reduce its work
force to one person and move to smaller office space.  During
1999, the company attempted to find companies interested in
purchasing technology or acquiring the company. In March 2000,
the company entered into an agreement to sell a significant
portion of the company to Right2web, an internet start-up
company. Augment Systems auditors was to have completed their
field work in March and will be completing the audit by the
middle of April 2000. The company intends to file its financial
statement within 15 days from the end of March.


AURORA FOODS: Management Resigns; Headquarters Relocates
--------------------------------------------------------
In February 2000, Aurora Foods Inc. announced that several
members of its senior management team had resigned, including the
company's chief executive officer and chief financial officer.
The company developed an interim management team, and relocated
its corporate headquarters from San Francisco, CA to St. Louis,
MO. Also in February, Aurora formed a special committee to
conduct an investigation into the company's accounting practices.
The special committee retained legal counsel and an independent
accounting firm to assist it in the investigation. The special
committee's investigation is continuing. The company has not
completed preparing its financial statements for the year ended
December 31, 1999, and, as a consequence, the company's
accountants have not yet delivered their audit opinion.

The company reports that the foregoing matters have required
significant attention and resources from the company's
management, and have resulted in Aurora's inability to file its
annual report with the SEC for the year ended December 31, 1999
within the prescribed period.


BOSTON CHICKEN: Hartford Fire Insurance Objects To Plan
-------------------------------------------------------
Hartford Fire Insurance Company relates that it issued various
Utility Bonds on behalf of various Boston Chicken Affiliates that
guarantee the Debtors' obligations to perform and make payment to
various utility providers. Substantially contemporaneously
various Boston Chicken Affiliates executed General Indemnity
Agreements.

In the circumstance, Hartford objects to the plan.

Hartford says that under the plan it will be left in limbo beyond
the confirmation date. Hartford explains that the Debtors fail to
assume or reject the executory contracts, and McDonald's is given
the post-confirmation right to "pick and choose" literally
hundreds of unexpired agreements, including the Utility Bonds.
However such confirmation date may not occur for years because of
the conditions set in the plan.

Hartford that the Debtors have not eliminated risk to Hartford by
allowing Hartford to file a proof of claim before the Utility
Bond have been rejected, given the Debtors' prediction that there
will likely be no distribution to general unsecured creditors
under the plan.

The arrangement is also inequitable, Hartford says, because the
plan provides that parties with executory contracts listed are
required to provide performance from the Effective Date until the
assumption or rejection of the executory contract.

Hartford contends that the provisions under the Plan contravenes
provisions in the Bankruptcy Code. As McDonald's is neither a
debtor-in-possession or a trustee, the Debtors' attempt to
contractually provide McDonald's with the right to assume or
reject executory contracts after confirmation violated the
Bankruptcy Code.

Hartford asserts that the Utility Bonds and General Indemnity
Agreements are executory contracts and cites cases which say that
executory contracts are to be assumed. Hartford contends that
"the Debtors' failure to assume or reject the utility bonds prior
to plan confirmation must result in the Court denying approval of
the Plan." (Boston Chicken Bankruptcy News Issue 11; Bankruptcy
Creditors' Services Inc.)


DIMAC: Files Voluntary Chapter 11 Petition
------------------------------------------
DIMAC Marketing Corporation announced that, in order to
reorganize its capital structure and facilitate the continued
implementation of its revitalization plan, the Company has
voluntarily filed for reorganization under Chapter 11 of the U.S.
bankruptcy code. The company filed on April 6, 2000 in
Wilmington, Delaware.

DIMAC also announced that it has obtained a $20 million debtor-
in-possession financing commitment from its existing lenders, led
by Credit Suisse First Boston. Pending court approval of the DIP
financing, the Company has applied for and received court
approval for $5 million of interim financing.

Robert "Kam" Kamerschen, Chairman and Chief Executive Officer,
said that the company filed for reorganization because its
current capital structure simply is not consistent with the
strategic direction being implemented for DIMAC. He said, "While
our business is fundamentally sound, we have too much debt on our
balance sheet."

"The problem caused by the magnitude of our indebtedness was
compounded by DIMAC's poor financial performance in fiscal 1999 -
-- largely due to the loss of a few key accounts by two of the
Company's nine business units. As a result, it was not possible
to meet the principal and interest payments on that debt and
continue to fund DIMAC's ongoing growth strategy."

DIMAC Marketing Corporation provides direct response marketing
solutions, which are supported by creative strategy/agency
services, database strategy/management services and production
services and products. Through its nationwide network of 21
production facilities, DIMAC offers its direct response marketing
customers a wide variety of formats, printing, and converting
capabilities. The company also offers its clients a complete
range of pre- and post-production direct marketing services
such as information services (information processing,
fulfillment, and database services), creative/agency services and
program development services (strategic marketing planning,
creative development and program evaluation). In addition,
DIMAC offers other printing and converting products such as
custom pressure sensitive labels and custom mailers, to support
its direct marketing products and services.


GENCOR: Opposes Petition
------------------------
Gencor Industries Inc. (AMEX:GX) through it's Chairman E.J.
Elliott announces "that a partial group of our lenders broke away
from our bank group to file a petition to put the company into an
involuntary Chapter 11. We are not in bankruptcy. This is only a
petition, and the company has neither filed nor presently
contemplates filing for bankruptcy. It is indeed an unusual,
aggressive and unwarranted move in that Gencor is a viable and
profitable company and certainly should not be in Chapter 11. We
are on good terms with our vendors and customers and intend to
vigorously oppose this petition through all available legal
means. The company has its own claims and charges which it
intends to bring at the appropriate time."

Gencor Industries designs, manufactures and markets process
machinery for the transportation, food and energy production
industries. Products include machinery for the production of
highway construction material, palletized animal feeds, edible
oils, sugar, citrus juices, synthetic fuels and bio-mass energy
as well as fuel refining and distilling equipment.


GIBBS CONSTRUCTION: Plans for Bankruptcy and Merger
---------------------------------------------------
Gibbs Construction, Inc. announced that its loss for fiscal year
end December 31, 1999 amounted to $8,950,262 on gross revenue of
$53,366,171.

The Company incurred an operating loss of $7,389,716 which
included a gross loss on construction of $2,121,707 and bad debt
expense of $2,508,138.

Since January 2000, the company has been receiving funding
assistance pursuant to an operating agreement with one of its
bonding sureties. Results of Gibbs' December 31, 1999 audit
reflect the Company's insolvency and inability to continue to
operate normally in its current financial condition.
Consequently, Gibbs plans to file for protection pursuant to
Chapter 11.

Gibbs has entered into a letter of intent with a privately held
Asset Management Company that contemplates the consolidation of
the Company's resources and operations into Gibbs through either
pooling of interests or by acquisition. Details of the
transaction are too preliminary to disclose, but will later be
available as a part of the company's Plan of Reorganization. It
is anticipated that this transaction and the cooperation of
Gibbs' largest creditor will be the cornerstone of the Company's
plan.

Discussing these events, president Danny Gibbs stated, "During
the last half of 1999 the Company's largest and most profitable
customer, Just for Feet, declared bankruptcy. In addition, losses
and collection problems in connection with the completion of
hotel and other projects continued to escalate. We realized the
Company could either require additional financial resources or
consolidation with another company. In December 1999, we began
discussions with a privately held Asset Management Company
located in Atlanta, Georgia relative to a consolidation by
'reverse merger' with Gibbs. Given the compatibility of the two
organizations, the Atlanta Company's desire to operate as a
Public Company, and Gibbs' need for assistance, frequent
discussions have continued through the first quarter of 2000.
During this period Gibbs' financial condition has continued to
deteriorate, and escalation of funding assistance by its
bonding surety became necessary. Considering the current
financial condition of Gibbs, we have concluded that any
transaction is not feasible without the assistance of a Chapter
11 Bankruptcy."

Gibbs is a general contractor providing construction services for
retail, office, warehouse, and specialty real estate. Gibbs is
headquartered in the Dallas-Fort Worth Metroplex and its stock
was formerly traded on the Nasdaq Exchange (GBSE).


GLOBE MANUFACTURING: Requests 15-Day Extension To File Financials
-----------------------------------------------------------------
Globe Manufacturing Corporation has requested a 15-day extension
of time to file its financial information with the SEC for the
year ended December 31, 1999. The company has presented its plan
to amend its senior credit facility with its Senior lenders and
indicates that disclosure of such plans is material to the
financial statements. Consequently the company reports that it
could not have filed by March 30, 2000 without unreasonable
effort or expense. The company anticipates that the plan will be
finalized in a manner that allows it to file by April 14, 2000.


GOSS GRAPHIC: Sues Four Foreign Printing Press Manufacturers
------------------------------------------------------------
According to an article in Crain's Chicago Business on April 3,
2000, Goss Graphic Systems Inc. is suing four foreign printing
press manufacturers for damages the Westmont-based company says
it suffered as a result of illegal dumping of newspaper printing
presses in the U.S. market.

"Goss alleges that the dumping was an attempt to destroy the
large newspaper printing press industry in the United States,"
the company said in a prepared statement. A Goss spokeswoman
declined further comment.

According to the article, Goss filed suit against two German
companies, MAN Roland Druckmaschinen AG and Koenig &
Bauer AG, and two Japanese companies, Mitsubishi Heavy Industries
Ltd. and Tokyo Kikai Seisakusho Ltd.

Following an investigation by the U.S. Department of Commerce and
related federal agencies four years ago, the federal government
concluded that the four foreign companies were selling printing
presses at below-market rates, and imposed a tariff on certain
press imports.


HVIDE MARINE: Notification of Late Filing; Lower Earnings
---------------------------------------------------------
Hvide Marine, Inc. operated under the protection of chapter 11 of
the U.S. Bankruptcy Code from September 8 through December 15,
1999. As a result of the extensive and complex financial
disclosures associated with its emergence from bankruptcy, the
company is unable to complete its financial report to be filed
with the Securities & Exchange Commission by the prescribed due
date.

In addition, due to adverse market conditions in its three
principal businesses, the company anticipates lower than
projected earnings for the first quarter of 2000. As a result,
the company does not expect to be in compliance with certain
covenants of its bank credit agreement as of March 31, 2000.
Hvide is in discussions with its lending banks concerning an
amendment to the credit agreement, the results of which will also
resolve the classification of the bank debt on its balance sheet.


IGI INC: To Delay Filing Financial Information With SEC
-------------------------------------------------------
IGI, Inc. will delay the filing of its financial information with
the SEC as it has received verbal confirmation that it will
receive waivers of noncompliance under certain covenants under
some of its credit facility agreements from both of its lenders.
The company was assured, and therefore anticipated receiving,
these waivers/amendments before March 30, 2000 and prepared the
presentation of its financial statements under that
assumption. However, IGI has not received the waivers and/or
amendments and could not change the presentation of its financial
statements before the March 30 filing deadline. The company
anticipates receiving such waivers/amendments within the next
week.


INTEGRATED HEALTH: Informs SEC of Delayed Annual Reports
---------------------------------------------------------
The Albuquerque Journal reports that Integrated Health Services
Inc. of Sparks, Md., says it needs more time to get its annual
reports ready.  Integrated Health, which runs 26 nursing homes in
the state, requires more time because it is operating under
liquidation proceedings since Feb. 2, according to a preliminary
report to the SEC.

The final report must be filed within 90 days of the end of a
company's fiscal year, according to the SEC's Web site, the
Albuquerque Journal reports


LEVITZ FURNITURE: Levitz, Seaman Enter Shared Services Pact
-----------------------------------------------------------
Levitz Furniture Incorporated and Seaman Furniture Company, Inc.
announced that they are entering into a management agreement and
a shared services agreement that are expected to create
efficiencies in advertising, merchandising, warehousing,
distribution and administration. The announcement
was made jointly by Ed Grund and Alan Rosenberg, the Chief
Executive Officers of Levitz and Seaman, respectively, at a
presentation to vendors during the furniture industry's market
week here at America's furniture capital.

These agreements are being entered into in contemplation of a
plan of reorganization to be filed by Levitz in its bankruptcy
proceedings. The agreements are subject to bankruptcy court
approval, which Levitz anticipates receiving by late summer, and
other conditions. As part of the plan of reorganization, it is
anticipated that a new holding company will be formed, Levitz
Home Furnishing, Inc., which would own all of Levitz and a
majority of Seaman. Except as provided in these agreements,
Levitz and Seaman would continue to be operated separately.

Under the management agreement, upon approval of the plan of
reorganization, Seaman's management will add to their
responsibilities the management of the Levitz stores on the east
coast. Marketing, merchandise selection and replenishment for
Seaman's 51 stores and for 20 of Levitz' stores will be
integrated in an effort to enhance synergies and increase cash
flow for both companies. Seaman will also provide certain
administrative services for the combined companies' 115 stores,
including MIS, accounting and human resources.

Levitz will continue to direct all aspects of operations for its
44 stores on the west coast and Minneapolis/St. Paul from a new
regional headquarters to be located in Pleasanton, CA. Levitz's
administrative offices in Boca Raton, FL and Pottstown, PA will
be phased out over an 18-month period after approval of the
Levitz' plan of reorganization, with some personnel from those
offices transferring to Seaman's headquarters in Woodbury, NY or
to the new California office. Rosenberg and Grund emphasized that
there are no planned reductions in store or field personnel.

If the plan of reorganization is approved, Resurgence Asset
Management, L.L.C. and its affiliated entities are expected to
become the largest shareholder of the new company by contributing
their claims in the Levitz bankruptcy to the new company and
exchanging their majority ownership of Seaman for equity in the
new company. James B. Rubin, Co-Chairman and Chief Investment
Officer of Resurgence said, "We are extremely excited about the
opportunities in the U.S. furniture retailing industry. Through
its ownership interests in Levitz and Seaman, the new company
hopes to benefit from the increased store density in existing
regions, reductions in fixed expenses and strengthened vendor
relationships. Importantly, we hope that the customers of both
Levitz and Seaman will be better served". Mr. Rubin is expected
to become the Chairman of the new holding company, while Messrs.
Grund and Rosenberg will each remain Chairman and Chief Executive
Officer of Levitz and Seaman, respectively.

Levitz and Seaman will continue to operate as separate and
distinct companies with separate and distinct brands.


MARKETING SPECIALISTS: Under Review For Possible Downgrade
----------------------------------------------------------
Moody's Investors Service placed the Caa2 rating on $100 million
of senior subordinated notes due 2007 issued by Marketing
Specialists Corporation under review for possible downgrade. The
senior implied rating of B3 and issuer rating of Caa1 were also
placed under review for possible downgrade.

Review of the ratings was prompted by tight credit protection
measures and Moody's belief that cost efficiencies from the
merger of Richmont Marketing Specialists and Merkert American
have lagged previous expectations. Meanwhile, the company has
acquired two smaller food brokers in the past six months as part
of its effort to complete a national network. Debt to annualized
fourth quarter EBITDA was 7.3 times at December 31, 1999 and
interest coverage was slightly less than 1.7 times. The company
continues to experience difficulties such as recovering lost
commission revenue following the merger of the former businesses.
The liquidity position of company remains uncertain despite
recent equity commitments of $15 million from the controlling
shareholder as well as refinancing of the bank facility. The new
$85 million bank facility was preceded by a senior subordinated
noteholder consent that approved certain amendments including new
restrictions on future acquisitions and increased the amount of
bank debt that could be incurred by the company (to accommodate
the new credit facilities).

Marketing Specialists Corporation, the result of a merger of
Merkert American Corp. and Richmont Marketing Specialists Inc.,
is based in Dallas, Texas and provides brokerage services to food
and consumer products manufacturers across the United States.


MASON PLAN: Claims Not Met
--------------------------
According to The Associated Press, Mason Plan filed for
protection under Chapter 11 in March 1997 and listed more than
300 creditors who deposited money into it. Depositors claimed $ 7
million in losses and are likely to get back just a fraction of
what they claimed and several banks also filed for about $ 1
million in losses.

Sam Vrachalus, the 72-year-old former Mason Plan owner, is
serving a federal prison sentence for income tax fraud and Social
Security fraud while his wife, Mason Plan accountant Elizabeth
Vrachalus, served four months in a halfway house for Social
Security fraud, and was released in April 1999. Both pleaded
guilty last year to state charges of securities fraud, but were
not required to serve prison time in addition to their federal
sentences.

And, it's been three years now, but none of the $ 7 million in
claims have been met.  According to an interview with Theodore
Hall, it will be at least another year before the U.S. Bankruptcy
Court in Mobile will be able to disburse money from the Mason
Plan bankruptcy estate


MATTHEWS STUDIO: Files Voluntary Petition in Chapter 11
-------------------------------------------------------
Matthews Studio Equipment Group. (Nasdaq:MATT), an international
single-source provider of professional equipment to the
entertainment industry today announced that it has filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

Matthews and its subsidiaries were included in the filings. The
filings were made in the U.S. Bankruptcy Court in the San
Fernando Valley division of the Central District of California.

Matthews has retained the services of Klee, Tuchin, Bogdanoff &
Stern, LLP to represent the Company as reorganization counsel.
The Company's outside corporate counsel, Whitman Breed Abbot &
Morgan, LLP will continue to represent the company.

In addition, Matthews has hired Crossroads, LLC as an advisor to
validate the new business plan, operational improvements and any
restructuring of the company's debt and other liabilities.
Crossroads, based in Newport Beach, Calif., is a national
turnaround management firm that assists middle market and
Fortune 100 companies to improve corporate value with interim
management, financial advisory, operational improvement, and
information technology services.

Carlos D. DeMattos, Chairman and Chief Executive Officer, stated,
"Matthews Studio Group has strong cash flow performance. We have
spent the past several months attempting to come up with a
proposal that would address the Company's challenges 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."

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

DeMattos continued, "Our personal goal is to emerge from
reorganization as quickly as possible with a stronger, more
efficient and profitable company."

Certain of Matthews' subsidiaries were included in the filings as
a result of last minute demands by the Company's lenders to which
the Company was forced to accede.

Matthews Studio Group supplies traditional lighting, grip,
transportation, generators, camera equipment, professional video
and audio equipment, automated lighting and complete theatrical
equipment and supplies to entertainment producers through its
worldwide distribution network.


MC SHIPPING: S&P Cuts Snr Unsecured Debt
-----------------------------------------
Reflecting the Monaco-based MC Shipping Inc.'s deteriorating
financial profile, Standard & Poor's today lowered the company's
long-term corporate credit rating to single-'B'-minus from
single-'B'.

At the same time, MC Shipping's long-term senior unsecured debt
rating was lowered to triple-'C'-plus from single-'B'-minus.

The outlook is negative. MC Shipping has a fleet of 23 vessels
(container vessels, multipurpose carriers, multipurpose sea-river
vessels, and gas carriers), with an average age of 16.5 years.

The rating on MC Shipping reflects the shipping industry's below-
average characteristics, and the company's very weak financial
profile.

MC Shipping is part of the Vlasov Group--a major ship-owning and
ship-management group. Weak fundamentals and high industry risk
characterise the shipping market in general.

To a large extent, MC Shipping is exposed to charter-rate
volatility, as a large portion of its vessels is on short-term
charter.

Depressed container and small gas carrier markets have had a
particularly strong negative effect on MC Shipping over the past
few years.

Charter rates have improved this year, but from a very low level.

MC Shipping is highly leveraged, and net debt to capitalisation
was 71% at the end of 1999, up from about 40% at the end of 1997.

Furthermore, market value for the company's fleet is expected to
be significantly lower than book value.

At the end of 1999, about US$8 million of the company's total
cash balance of US$13 million was restricted, in accordance with
covenants related to the company's bank debt.

Profitability measures have been poor over the past few years,
mainly because of weak market conditions. Earnings before
interest, taxes, depreciation, and amortization net interest
coverage was weak at about 2 times in the year ended Dec. 31,
1999.

Profitability measures are expected to remain weak in 2000.


NORTH FACE: Announces Short Extension of Credit Facility
--------------------------------------------------------
The North Face, Inc. (Nasdaq: TNFI) today announced that the
Company's bank line facility, which expired on March 31, 2000 was
extended to April 15, 2000. However, the Company's difficulties
in meeting its loan agreement covenants and financing needs, its
losses from operations and its negative working capital position
raise substantial doubt about its ability to continue as a going
concern. The Company has filed a notification with the SEC that
it intends to file its 1999 Form 10K by April 14, 2000.

In addition, the Company indicated that, while it had been
exploring, and was continuing to explore, various strategic
alternatives for the Company, there could be no assurance that
any of the alternatives being considered would be consummated.
The Company indicated that any alternative currently under
consideration would result in payment to shareholders materially
less than the current market price of the Company's common stock.
The Company also indicated, that if it is unable to extend the
maturity of its bank credit agreement and if the Company fails to
consummate any of the strategic alternatives under consideration,
the Company would be required to consider seeking protection
under Chapter 11 of the Bankruptcy Code.

The North Face, Inc. designs and distributes technically
sophisticated outerwear, snowsports apparel, functional
sportswear, tents, sleeping bags, backpacks, daypacks,
accessories and rugged footwear under The North Face(R) name.
Through its subsidiary, La Sportiva USA, the Company distributes
rock climbing shoes, mountaineering boots and other rugged
footwear under the La Sportiva name. The Company sells its
products to select specialty retailers throughout the United
States, Europe and Canada.


NORTH FACE: Stock Falls After Possible Bankruptcy Announcement
--------------------------------------------------------------
The North Face Inc.'s stock fell $2.47, or 67 percent, ending at
$1.22 on the NASDAQ Stock Market on Thursday after the company
announced that it may be forced to seek bankruptcy protection,
and that its financial condition raises "substantial doubt about
its ability to continue as a going concern." (ABI 07-Apr-00)


ORBIT INTERNATIONAL: Reports Financial Results For 1999
-------------------------------------------------------
Orbit International Corp. conducts its operations through its
Orbit Instrument Division and its subsidiary, Behlman
Electronics, Inc.  Through its Orbit Instrument Division, which
includes its wholly-owned subsidiary, Orbit Instrument of
California, Inc., the company is engaged in the design,
manufacture and sale of customized electronic components and
subsystems.  Behlman Electronics, Inc. is engaged in the design
and manufacture of distortion free commercial power units, power
conversion devices and electronic devices for measurement and
display.

Consolidated net sales for the year ended December 31, 1999
decreased to $12,220,000 from $16,351,000 for the prior year due
to decreased sales from both the Electronics Segment and the
Power Units Segment.  For the year ended December 31, 1999, the
company recorded a net loss of $1,375,000 compared to net income
of $1,881,000 for the year ended December 31, 1998.


ORBITAL SCIENCES: To Delay Filing Financial Report
--------------------------------------------------
Orbital Sciences Corporation will delay the filing of its
financial report with the Securities & Exchange Commission
because the company's current and previous auditors have not yet
agreed whether certain costs related to the company's two
principal space launch vehicles, Pegasus and Taurus, that
were capitalized in 1995, 1996 and 1997, instead should have been
expensed as incurred. The company is working with both audit
firms to resolve the matter promptly. The company expects to file
the 1999 annual report on or before April 14, 2000.


PENNCORP FINANCIAL GROUP: Accepts Recapitalization Proposal
-----------------------------------------------------------
On February 7, 2000, PennCorp Financial Group Inc. filed a
voluntary petition for relief under chapter 11 of title 11 of the
United States Code with the United States Bankruptcy Court for
the District of Delaware in order to complete the sale of its
remaining principal insurance subsidiaries, Southwestern Life
Insurance Company and Security Life & Trust Insurance Company to
Reassure America Life Insurance Company. On March 23, 2000, the
company accepted a recapitalization proposal made by a group of
its preferred stockholders as a "higher and better offer." On
March 24, 2000, the Bankruptcy Court approved the
recapitalization as a "higher and better offer." The company is
attempting to consummate the recapitalization as promptly as
possible. According to the company the pending bankruptcy has
posed an undue hardship on its limited resources. PennCorp shares
resources with its subsidiary service company and utilizes
a small group of accounting and financial employees. These
employees must focus their attention on addressing the daily
requirements of the company's Chapter 11 debtor-in-possession
proceeding, the preparation of financial statements as required
by applicable insurance regulators, responding to requests from
insurance regulators that are currently conducting a target
examination, preparing materials related to the recapitalization,
responding to requests from its major creditor groups, and
working on the monthly reports to be filed with the Bankruptcy
Court. These activities have strained the already limited
resources of the company.

Additionally, the recent approval by the bankruptcy court of the
recapitalization as the higher and better offer will require the
company to re-examine the proper disclosures to be included in
its annual report in order to reflect the recapitalization
proposal. As a result, it is unable to prepare such report on a
timely basis without unreasonable effort
and expense.


SCOOP INC: Elects New Directors; Appoints New Accountants
---------------------------------------------------------
Scoop, Inc. (OTC Bulletin Board: SCPI), announced the election of
its new Board of Directors in line with the acquisition of a
majority interest in Scoop by InfiniCom AB (publ), Sweden,
pursuant to Scoop's Chapter 11 plan of reorganization.  
Biographies of the new directors of Scoop follow below.

Larsake Sandin, Director, Chairman - With approximately twenty-
five (25) years of experience in the information technology field
as founder, director and manager of several companies in Sweden,
the United Kingdom and the United States, Mr. Sandin is currently
the founding director and a business consultant with Acom CMC
Ltd. in London.  Additionally he is the founder of The Server
Group in Scandinavia, Stockholm, the Chairman of the Board of
24IT AS, Norway, and InfiniCom AB, Sweden, the majority
shareholder of Scoop, Inc.

Lennart Orkan, Director - Approximately twenty-six (26) years
experience in business and banking.  Currently, Mr. Orkan is the
President and CEO of Strator B.D.N. International AB, a company
based in Sweden which provides consulting services to public and
private companies on mergers and acquisitions, recapitalization,
and other forms of corporate reorganization. The Strator Group
has subsidiary companies and affiliates in North America and in a
number of European countries.  Mr. Orkan is also the founder and
the majority owner of the company.  

Akbar Seddigh, Director - Approximately twenty-five (25) years
experience in the business field.  Currently, Mr. Seddigh is the
Chairman of the Board and President of Ortivus US, Inc.; the
Chairman of the Board of ELEKTA AB, Cascade Computing AB,
Neoventa AB and Samba Sensor AB; and Board Member of Nordbanken,
Taby, Affarsstrategerna AB, Artimplant AB, and Minidoc AB in
addition to other responsibilities.  

As at Friday, March 31, 2000, Scoop Inc. appointed Stonefield
Josephson, Inc. as its independent accountants.  The appointment
of SJI fills the vacancy created by the resignation of Deloitte &
Touche LLP in April 1999 due to the pending Chapter 11
proceedings.  Following confirmation and execution of its
Chapter 11 plan of reorganization, such reorganization being
fully consummated in December 1999, Scoop was not able to
complete and file its annual report on Form 10-K in a timely
fashion.  Scoop is, however, making every effort, and believes
that it will be in position, to file its annual report on or
before April 14, 2000.

Scoop Inc., via its wholly owned subsidiary 24STORE.com Limited
is one of Europe's earliest established dot-coms.  Headquartered
in the United Kingdom and with existing on and off-line
operations in the UK and Scandinavia 24STORE.com provides an
array of leading technology and associated products to both
businesses and consumers throughout Europe.


SCOOP INC: Delays Filing Financial Report
-----------------------------------------
On July 31, 1998, Scoop Inc. filed a voluntary petition
commencing a case under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California. In accordance with the company's
Second Amended Plan of Reorganization dated July 23,1999,  
confirmed by the Bankruptcy Court on September 30, 1999,
InfiniCom AB, a company organized and existing under the laws of
the Kingdom of Sweden, acquired from Scoop Inc. such number of
newly issued shares of common stock of the company which, in the
aggregate, represented approximately 91% of the issued and
outstanding common stock on a fully diluted basis, in exchange
for which InfiniCom conveyed to Scoop 100% of the issued and
outstanding ordinary shares of 10 pence each of 24STORE.com
Limited, a company incorporated under the laws of England and
Wales.

The transactions were fully consummated as of December 7, 1999
and resulted in a complete recapitalization and reorganization of
Scoop Inc., the assets of the company prior to the confirmation
of the Plan having been liquidated and distributed to creditors
of the company in accordance with the terms of the Plan.

The consequences resulting from the transaction, in the opinion
of the company's management, significantly impact information to
be disclosed in various sections of the company's annual report.  
The company has not been able to complete the preparation and
assimilation of information that it believes would be required to
be disclosed in its annual report without the expenditure of
unreasonable effort and expense, due principally to the
organizational consequences of the transaction and the subsequent
resignation of the sole remaining director of the company and
election of a new board of directors of the company. Accordingly,
Scoop Inc. will delay the filing of its report.


SERVICE MERCHANDISE: Taps Grubb as Real Estate Consultant
---------------------------------------------------------
In connection with the anticipated capitalization on their well-
located real estate assets as part of their 2000 Business Plan,
and pursuant to 11 U.S.C. Sec. 327(a) and Fed. R. Bankr. P.
2014(a) and 5002, the Debtors sought and obtained authority to
employ and retain Service Real Estate Venture as Consultant, and
Grubb & Ellis Company to provide service through its affiliate
Grubb & Ellis/Centennial (GEC) for the Conultant's
utilization.

The Debtors tell the Court that they need the Consultant to
assist in the implementation of certain strategic real estate
initiatives, including the subleasing, or other form of real
estate transaction of the unutilized portion of the Debtors'
stores after refurbishment. Such implementation will necessitate
the use of a local broker process, they say, and hence
the assistance of Grubb & Ellis Company through its affiliate
GEC, and the management service of the Consultant for such
process.

The Debtors explain that each of their 221 locations are
scheduled to receive some form of capital improvements, including
the installation of Internet kiosks and the reduction of store
selling space in the near term. Seventy to eighty stores are
scheduled for total refurbishment, including an expansion of the
jewelry selling area, during the next six months while the other
stores will undergo a more limited capital improvement remodel
during 2000. The Debtors indicate they will evaluate the long-
term use, and possible replacement, of the remaining 50 to 60
stores as part of their five-year strategic business plan under
development in connection with the Company's emergence from the
chapter 11 proceedings.

The Debtors anticipate that one half of each refurbished store
will become available for subleasing or other form of real estate
Transaction, and they require the advice and assistance of
qualified real estate advisors and brokers to identify and
negotiate real estate deals with retailers having similar
demographic profiles and the ability to drive additional
traffic into the Service Merchandise stores.

The Debtors believe that the proposed Consultant, a joint venture
consisting of Keen Realty Consultants Inc. and Dean & Associates,
can effectively provide the real estate advisory and brokerage
services required.

Keen, the Debtors say, is a real estate consulting firm with a
specialized expertise in assisting retailers to restructure their
real estate and lease portfolios. In addition to significant
qualifications, the consulting firm has experience in providing
advisory services to retailers such as Kmart and Meyers Bros.
Department Store, and specifically, in providing retailers and
other companies in bankruptcy. The Debtors note that Keen has
experience in representing retailers and/or their creditors
in appraising, selling and/or renegotiating over 140,000,000
square feet of retail space.  

D&A's partners, including Floyd Dean, the founder of D&A, and
James Elrod, were previously employed by the Debtors and have
significant experience with the Debtors' real estate holdings,
the Debtors affirm.

Keen and D&A are also two of the principals of The Keen Venture
which was retained by the Debtors as special real estate
consultant pursuant to the 1999 Retention Order.

Grubb& Ellis Company, the Debtors say, is one of the nation's
leading real estate brokerages, property management and corporate
services firm. It serves over 90 markets throughout the country
with over 4,400 professional and staff members nationwide,
providing retailers with national tenant representation services,
property disposition services, and strategic financial services,
including net leasing, sale-leasebacks, and mortgage
financings, the Debtors put forward to Judge Paine.

Grubb & Ellis, that is GEC and Grubb & Ellis Company
collectively, also has significant qualifications and experience
in providing real estate brokerage services to retailers and
other companies in bankruptcy, the Debtors remark, adding that
they have provided service to dozens of national retailers,
including Target, OfficeMax and Barnes & Noble.

The Debtors desire to have the Consultant provide services as
below:

(A) With regard to Real Estate Consulting, to:

(1) act as the Debtors' exclusive agent for the purpose of
subleasing the unutilized portion of the assigned properties;

(2) review all pertinent documents for each of the assigned
Property;

(3) organize the lease information for each Property in a manner
that clearly displays the store and lease economics, establish
negotiating goals and parameters to present to the Debtors for
approval;

(4) implement a subleasing marketing program for the Properties,
within four days of approval by the Debtors, and as directed by
the Debtors;

(5) communicate with potential tenants, brokers, landlords, etc.
and using diligent efforts to locate additional parties who may
have an interest in a sublease or lease of the Properties;

(6) respond and provide information to negotiate with, and
solicit offers from, prospective subleasees or leassees and make
recommendations to the Debtors accordingly;

(7) work with the Debtors' management and their counsel in
connection with the preparation of documents and the
implementation of the proposed transactions;

(8) work with the landlords, in conjunction with the Debtors and
their counsel, to obtain consents and approvals in connection
with any lease or sublease of a Property;

(9) prepare abstracts and/or summaries of the leases and
subleases for the Properties and any other documents reasonably
requested by the Debtors; and

(10) attend and participate in all hearings of the Bankruptcy
Court and Creditors' Committee meetings when requested by the
Debtors.

(B) With regard to the use of local brokers, to:

(1) advise the Debtors of its recommendation that local brokers
are needed for particular properties;

(2) provide the Debtors with a list of recommended local
brokers;

(3) estimate market rate broker fees in each area; and

(4) retain local brokers for particular properties as directed
by the Debtors but in no event to retain a local broker without
the Debtors' consent.

To manage the local broker process, the Debtors desire to utilize
the services of Grubb & Ellis specifically to:

(1) work with the Consultant as the primary contact for Grubb &
Ellis with respect to the sublease of properties;

(2) provide the best qualified local brokerage services in any
geographic area which the Consultant or the Debtors direct;

(3) supervise local broker activity, including showing or
marketing properties;

(4) provide local brokers within 15 days after properties have
been assigned to the local brokers;

(5) provide a complete marketing package for property assigned to
a local broker;

(6) provide an analysis of rental rates for comparable
properties, and

(7) provide an action plan for media marketing.

Under the proposal, and as is customary between the two
companies, GEC will act as the primary contact on behalf of Grubb
& Ellis Company in connection with the matters concerned, but the
full resources of Grubb & Ellis Company will be available to GEC,
the Consultant and the Debtors.

The Debtors tell the Court that the Advisors, that is, the
Consultant and Grubb & Ellis, have been selected from among
several real estate advisors, from whom the Debtors have sought
proposals.

The Debtors clarify that the engagement of Keen and D&A as
participants in the Keen Venture under the 1999 Retention Order
is completely separate and distinct from the proposed engagement
under the 2000 Retention Program. The Debtors further assure the
Court that any particular interest in the Debtors' real estate
will only be subject to one of these engagements.

The Debtors affirm that Keen, D&A and GEC do not have any
connection with the Debtors, their creditors, their attorneys or
accountants, or an investment banker for a security of the
Debtors, or any other party in interest, and do not hold or
represent an interest adverse to the estate.

Subject to the Court's approval, the Debtors agree to pay the
Consultant:

(a) a Consulting Fee of $450,000.00 payable in equal monthly
instalments of $150,000.00 on March 1, 2000, April 1, 2000 and
May 1, 2000;

(b) a Broker Fee ranging from 2.375% to 3.25% of five times the
average annual negotiated rent with respect to a sublease, with
the actual amount in accordance to the promptness in entering a
sublease and how close the rental rate is to the valuation by the
Debtors real estate advisors D.G. Hart & Associates, payable upon
the approval by the Bankruptcy Court of the applicable lease or
sublease and against which the Consultant Fee will be credited
dollar for dollar. (Under the Agreement presented for the Court's
approval, the Consultant will also be entitled to a Broker Fee in
connection with any bulk sale to an entity introduced to the
Debtors by the Consultant.)

(c) a Termination Fee in the event the Debtors terminate the
Agreement before the end of May, 2000, equal to the amount of all
Consultant Expenses to the date of the termination, plus
$150,000.00

(d) reimbursement of reasonable expenses.

The Debtors also agree to pay the customary commissions, fees and
expenses associated with local brokers with respect to particular
properties, for services that the Debtors consider as necessary.

Under the Agreement, GEC will be compensated for its services
through its share of the commissions earned by and through local
brokerage offices and will be reimbursed of costs and expenses.
In addition, the Agreement provides for GEC's receipt from the
Consultant 5% of the total compensation paid to the Consultant by
the Debtors pursuant to the Consulting Agreement.

While the Debtors see the compensation package as fair and
reasonable, they say the ultimate amount of brokerage fees
payable is difficult to predict, but reasonable estimates are $4
million for the total compensation payable to the Consultant and
another $4 million to pay to local brokers, inclusive of the
portion of the local brokerage fees payable to GEC. (Service
Merchandise Bankruptcy News Issue 22; Bankruptcy Creditors'
Service Inc.)


SUN HEALTHCARE GROUP: Needs More Time To File Financial Reports
---------------------------------------------------------------
Sun Healthcare Group, Inc. has advised that it requires
additional time to file its financial reports with the Securities
& Exchange Commission as a result of additional work required to
be done due to the Chapter 11 bankruptcy proceedings pending
against Sun and its U.S. operating subsidiaries in the U. S.
Bankruptcy Court for the District of Delaware.  The company will
report a net loss for the year.


WASTE MANAGEMENT: Denies Sale Agreement With SITA
-------------------------------------------------
Waste Management Inc. (NYSE:WMI) stated that contrary to a
statement released yesterday by SembCorp Industries Ltd., neither
Waste Management nor its subsidiaries have entered into an
agreement for the sale of Pacific Waste Management to SITA.
Negotiations for the sale are ongoing at this time.


WELLCARE MANAGEMENT GROUP: Change in Independent Auditors
---------------------------------------------------------
As previously disclosed The WellCare Management Group, Inc.  had
a change in its independent auditors. Due to this change, the
necessary audited financial report has not been completed, which
has prevented the company from filing its financial statements
with the SEC within the prescribed time period.


WESTERN DIGITAL: Offers 1,715,827 Shares Of Stock To Investor
-------------------------------------------------------------
Western Digital Corporation is offering 1,715,827 shares of its
common stock to an institutional investor. The common stock will
be purchased at a negotiated purchase price of $5.828093 per
share. This price reflects the average of recent trading prices
of the company's common stock on the New York Stock Exchange, net
of a 4.25% discount. Western Digital will not pay any commissions
or other compensation in connection with the sale.  The
net proceeds to the company from this offering will be
$10,000,000.

Western Digital says it plans to use the net proceeds for general
corporate purposes, including working capital.  Pending use of
the net proceeds for any of these purposes, the company may
invest in short-term investment grade instruments, interest-
bearing bank accounts, certificates of deposit, money market
securities, U.S. government securities or mortgage-backed
securities guaranteed by federal agencies.

For more information and details of the offering access
http://www.sec.gov/cgi-bin/srch-edgar?0001095811-00-000803on the  
Internet, free of charge.


                     *********

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

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

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

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

                 * * * End of Transmission * * *