TCR_Public/000413.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 13, 2000, Vol. 4, No. 73

                     Headlines

ALLEGHENY HEALTH: Creditors to Sue PriceWaterhouseCoopers
APPLE ORTHODONTIX: Enters Agreement For Practice Assets
ARM FINANCIAL: Signs Stock Purchase Agreement
BAPTIST FOUNDATION: Statement Regarding Investors Committee
BOSTON CHICKEN: GE Capital Objects To Payment and Break-Up Fee

CASMYN CORP: Announces 1-for-500 Common Stock Reverse Split
CRIIMI MAE: Equity Taps AMJ Advisors as Additional Advisor
DEVLIEG-BULLARD: Narrows Losses, Boosts Sales
EDISON BROTHERS: Retirees To Get At Least 10% of Benefits
FIRST ALLIANCE: Homeowners Files Bankruptcy Claims

GOLDEN BOOKS: Splits With Disney
GUY F. ATKINSON: Confirmation of Plan
HEDSTROM HOLDINGS: Announces Filing of Chapter 11
HEDSTROM HOLDINGS: Case Summary and 20 Largest Creditors
HOMEMAKER INDUSTRIES: Sale Clears Way for Marketing Opportunity

INCOMNET: Order Grants Extension of Time to Assume/Reject Leases
JOAN AND DAVID: Taps Braver and Company as Accountants
JUMBOSPORTS: Order Grants Authority To Sell Ft. Wayne Property
LOEWEN: Proposes To Establish Neweol Bar Dates
NEW TOKUMA: Notice of Sale

PHILIP SERVICES: Sets Date For Share Distribution
PLANET HOLLYWOOD: Effective Date Uncertain
PLANET HOLLYWOOD: Stock Prices Going Up
PRIME HEALTH: Universal Health Plan Eyes Company
PRIME RETAIL: Will Not Pay Dividends

PRINCETON HOSPITAL: Lakeside Alternatives Offers $25 Million
PURINA MILLS: PBGC Objects to Confirmation of Plan
ROBERDS: Officials & Competitors Oppose Liquidation Sale  
SAFETY COMPONENTS: Case Summary and 20 Largest Creditors
SERVICE MERCHANDISE: Motion To Restrict Claim Trading Activity

SYSTEM SOFTWARE: Sells Assets Thru Voluntary Chap 11
THERMOTECH SYSTEMS: Involuntary Case Summary
TULTEX: Objection To Motion of Debtors For Exclusivity Extension
UNITED ARTISTS: Moody's Downgrades Ratings
WASTE MANAGEMENT: Subsidiary Agrees To Sell Operations in Italy

                     *********

ALLEGHENY HEALTH: Creditors to Sue PriceWaterhouseCoopers
---------------------------------------------------------
According to the reports circulated by Pittsburgh Post-Gazette,
the federal bankruptcy court judge overseeing the dismantling of
the Allegheny Health, Education and Research Foundation has given
creditors the go-ahead to sue PriceWaterhouseCoopers, its
auditing firm.


APPLE ORTHODONTIX: Enters Agreement For Practice Assets
-------------------------------------------------------
Orthodontic Centers of America, Inc. (NYSE:OCA) announced that it
has entered into a definitive agreement with Apple Orthodontix,
Inc. (AMEX:AOI) to acquire up to 47 of Apple's service agreements
and related practice assets. OCA previously announced on February
22, 2000 that it had entered into discussions with Apple to
affiliate with up to 47 selected orthodontic practices presently
affiliated with Apple. Apple provides practice management
services to orthodontic practices in the United States and
Canada. As of September 30, 1999, Apple had service agreements
with 58 practices representing 88 orthodontists in 117 offices
throughout the United States and Canada.

The transaction is subject, among other things, to approval by
the United States Bankruptcy Court for the District of Delaware,
acceptance by Apple's senior secured creditors, and consent by
the orthodontists whose service agreements are being acquired. As
previously announced, Apple filed for protection from its
creditors under Chapter 11 of the U.S. Bankruptcy Code on
January 27, 2000.

Orthodontic Centers of America, Inc., founded in 1985, is the
leading provider of practice management services to orthodontic
practices.


ARM FINANCIAL: Signs Stock Purchase Agreement
---------------------------------------------
ARM Financial Group, Inc. (OTC Bulletin Board: ARMGE) today
announced that it has entered a Stock Purchase Agreement whereby
1st Atlantic Guaranty Corporation ("1st Atlantic") will acquire
ARM Financial Group's wholly owned subsidiary SBM Certificate
Company ("SBM") for a purchase price of $650,000, $400,000 of
which will be placed in escrow for 18 months following the
closing of the transaction (the "SBM Sale").  SBM offers retail
face-amount certificates that guarantee a fixed rate of
return to investors at a future date.  Retail face-amount
certificates are similar to bank-issued certificates of deposit,
but are regulated by the Investment Company Act of 1940, and are
not subject to Federal Deposit Insurance Corporation protection.  

The escrowed proceeds from the SBM Sale will be used to fund
certain indemnification obligations of the Company.  Immediately
prior to the closing of the SBM Sale, SBM will (subject to
obtaining any appropriate regulatory approvals) dividend to the
Company an amount equal to the SBM shareholders' equity less (i)
$250,000 and (ii) estimated deferred acquisition costs net of
income taxes.  The dividend will be in the form of a transfer of
certain securities, in kind, and the balance, if any, in cash or
cash equivalents.  

The closing of this transaction is subject to various approvals,
including that of the Bankruptcy Court.  The transaction is
expected to close in the second quarter of 2000; however, there
can be no assurance that the SBM Sale will be consummated, or
that any proceeds from such prospective sale will be received by
the Company.  

ARM Financial Group is a debtor in possession under the
provisions of chapter 11 of the U.S. Bankruptcy Code.  The SBM
Sale is part of ARM Financial Group's plan to wind down its
business, pursuant to which the Company intends to sell or
otherwise dispose of its remaining assets.  There can be no
assurance that the proceeds from the wind down will be sufficient
to satisfy the claims of the Company's creditors or enable any
distribution to preferred shareholders.  Moreover, the Company
believes that it is extremely unlikely that there will be
sufficient proceeds to enable any distribution to common
shareholders.  

Pursuant to a continuing hardship exemption from the electronic
filing requirements of the Securities Exchange Act of 1934, ARM
Financial Group now makes all of its public filings in paper
format.  Accordingly, copies of all of the Company's public
filings filed after March 1, 2000, may be obtained
from the Public Reference Department of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.  

ARM Financial Group, Inc. is headquartered in Louisville,
Kentucky.


BAPTIST FOUNDATION: Statement Regarding Investors Committee
-----------------------------------------------------------------
The debtor, Baptist Foundation of Arizona, Inc. submits a
statement of position with respect to the response of the US
Trustee to the motion for appointment of an official
collateralized investors committee.

The US Trustee suggests that as an alternative to the formation
of an official collateralized investors committee, the court
should consider appointing an examiner to review the debtors'
records with respect to the issue of collateralization.

The debtor does not approve of the appointment of an examiner, as
any opinion of an examiner would not be biding on the debtors or
on the holders of investments that assert that they are secured.  
The debtors states tat the issue of whether or not the so called
"collateralized investors" have valid security interests is
something that must be resolved pursuant to and in accordance
with an adversary proceeding which will be filed by the debtors
to be heard in conjunction with plan confirmation.  The debtor
also objects to adding another layer of administrative expense to
the estate.

BOSTON CHICKEN: GE Capital Objects To Payment and Break-Up Fee
--------------------------------------------------------------
During March 1999, the Debtors and the DIP Lenders devised a
program to market the Debtors' assets to prospective strategic
and financial buyers. The attempt culminated in a "BMAC Proposal"
dated July 30, 1999 by Boston Market Acquisition Company, which
contemplated a sale of all Boston Chicken's assets to BMAC for an
aggregate consideration of up to $140 million, $105 million of
which was to be paid in cash.

On August 5, 1999, upon the Debtors' motion to select the BMAC
Proposal as Lead Proposal without obtaining the consent of the
1996 Lenders, the Court directed the Debtors to include the 1996
Lenders in the negotiations regarding the BMAC Proposal. GE
describes the hearing as an unsuccessful effort by the Debtors to
force acceptance of the BMAC proposal without the consent of the
1996 Agents despite the provision for the requirement of
such consent in the Bidding Procedures Orders. On August 27,
1999, the Debtors issued a press release announcing that they had
discontinued negotiations with BMAC.

Against this backdrop, BMAC seeks attorneys' fees in the amount
of $650,165.88 and a break-up fee of $5.0 million.

GE Capital, on its own behalf and as Agent for certain of the
1996 Lenders, objects to the payment. GE argues that according to
the Bidding Procedures Orders, the consent of the 1996 Agents was
a prerequisite for a proposal to become the Lead Proposal, but
since the Agents never accepted the BMAC proposal, the break-up
fee was not earned, and since the proposal was not binding, BMAC
is not entitled to reimbursement of its attorneys fees in any
amount.

GE says that BMAC has claimed direct reliance on some carefully
selected language of counsel for one of the 1996 Agents at the
August 5th hearing. "[I]f BMAC is prepared to sign a definitive
agreement that binds it, commits it to pay $140 million, between
cash and assumed liabilities, and otherwise demonstrates that
it's capable of fulfulling that contract, we are prepared to
support them as a Lead Proposal."

In response to this, GE counters that the 1996 Lenders had made
it clear that they had not consented to the selection of BMAC as
Lead Proposal and had not waived such consent, and a definitive
purchase agreement was never reached.

While denying that the 1996 Lenders made various demands so that
BMAC had to make countless concessions, GE reminds the court that
nothing prevented BMAC from walking away in the event of
frustration. Addressing the issue, GE tells the court that BMAC
submitted proposals that varied markedly from the requirements of
the Bidding Procedures Orders, and during the negotiation
process, BMAC sought additional concessions that were not
included in their original proposals. With its deviations from
the Bidding Procedures Orders, GE asserts, the BMAC Bid pecluded
the Debtors from publicizing it, which is exactly the opposite of
what one does with a stalking horse bid, GE asserts.

In addition to deviations from the Bidding Procedures Orders, GE
says, BMAC raised new, material issues that were well beyond the
scope of their initial bid, which made it more difficult to reach
a definitive agreement. GE contends that the reasonableness
debate is not relevant to the relief sought by the BMAC
Application.

GE further tells the court that immediately prior to the hearing
on the Debtors' Motion on August 5 it became apparent that BMAC
was a newly-formed assetless shell with no ability to respond if
it were to breach either its bid or a definite purchase
agreement. Therefore, GE reasons, not only did the 1996 Lenders
have the rights to disagree to the BMAC Bid, but it was prudent
of them to do so.

GE also relates its observation to the court that BMAC, as an
assetless shell, was in the somewhat embarrassing position of
trying to obtain a break-up fee for the breach of a contract that
it could have walked away from with impunity.

GE concludes that the BMAC Application should be denied.
Subsequent to their objection, the Committee also objects to
payment for the same reasons. (Boston Chicken Bankruptcy News
Issue 22; Bankruptcy Creditors' Services Inc.)


CASMYN CORP: Announces 1-for-500 Common Stock Reverse Split
-----------------------------------------------------------
Casmyn Corp., a Colorado corporation, announced that effective
April 11, 2000, the effective date for the Company's Seconded
Amended Plan of Reorganization that was confirmed by the United
States Bankruptcy Court for the Central District of California on
March 31, 2000, the Company has effected a 1-for-500 reverse
split of its 243,578,142 shares of common stock outstanding and a
conversion of each of the Company's 523,784 shares of preferred
stock outstanding and related claims thereto into 5.27 shares of
the Company's common stock.  Shareholders of record owning less
the 50,000 shares of common stock on April 11, 2000 will receive
a cash payment of $1.00 per share after adjusting for the 1-for-
500 reverse stock split.  Only shareholders of record on April
11, 2000 will be entitled to receive the new securities or cash
payment.

In order to receive the cash or new securities to be issued
pursuant to the Plan, all shareholders are required to turn in
certificates evidencing ownership of the Company's old common
stock and old preferred stock to the Company's transfer agent for
cancellation, as well as to comply with certain other conditions
specified in the Plan.  Any certificates for old securities that
are not presented to the transfer agent by the close of business
on April 10, 2001, one year after the record date, will be
automatically cancelled without any further notice or action by
the Company.

Shareholders who hold their shares directly may send their share
certificates to the Company's transfer agent, American Securities
Transfer & Trust, Inc., 12039 West Alameda Parkway, Suite Z-2,
Lakewood, Colorado 80228 (telephone 303-984-4127; fax 303-984-
4110), to receive their new securities. Shareholders who hold
their shares through brokerage accounts should contact their
brokers with regard to having their shares sent to the Company's
transfer agent for exchange into the new securities.  Written
instructions to exchange the old securities for the new
securities or cash through April 10, 2001 will be sent to
shareholders of record and brokerage firms within the next few
weeks.

It is currently estimated that a total of approximately 3,500,000
shares of common stock will be issued and outstanding once the
Plan is fully implemented.


CRIIMI MAE: Equity Taps AMJ Advisors as Additional Advisor
----------------------------------------------------------
The Official Committee of Equity Security Holders of Criimi Mae
Inc. is seeking authority to employ AMJ Advisors LLC as
additional financial advisor to the Equity Committee.   The
committee wishes to continue the services of Alan M. Jacobs who
will terminate his consulting relationship with E&Y LLP, and who
is president of AMJ.


DEVLIEG-BULLARD: Narrows Losses, Boosts Sales
---------------------------------------------
According to a report in Crain's Cleveland Business
On Monday, April 10, 2000, DeVlieg-Bullard Inc. is still losing
money, but at a slower rate than it once did. The Twinsburg-based
machine tool maker, which filed for Chapter 11 bankruptcy
protection last July and is looking for a buyer, posted a net
loss of $147,520 in February, down 37% from a $232,995 loss in
January, according to a filing with the U.S. Bankruptcy Court in
Akron.
  

EDISON BROTHERS: Retirees To Get At Least 10% of Benefits
---------------------------------------------------------
Some 1,700 retired Edison Brothers Store employees are sharing in
a settlement designed to replace part of their health-care and
life insurance benefits.

The U.S. Bankruptcy Court in Delaware approved the deal March 10,
allowing a $14.5 million claim from the retired employees to
stand.  That should enable them to recover about 10 percent of
their claim and perhaps more later, said Wendi Alper-Pressman,
who negotiated the settlement for the retirees.

While the percentage may seem low, bankruptcy attorneys said
retirees could have ended up with nothing, because the bankruptcy
code left the door open for Edison to potentially eliminate the
retirees' claims.

Settlement of the issue came a year and a day after Edison sought
bankruptcy protection. Since then, the company has been selling
off various divisions.

Edison is still operating under Chapter 11 of the bankruptcy
code, as a reorganization. If the retailer had converted its
bankruptcy to a Chapter 7 liquidation, it could have eliminated
claims for health benefits entirely, according to court
documents.

Edison's attorneys agreed to the settlement, because otherwise
they would have had to resolve 1,700 retiree benefit claims on a
claim-by-claim basis, according to the motion requesting the
settlement.

"The reality was the (benefits) weren't going to continue
forever," Alper-Pressman said. Edison had continued to pay the
insurance for retirees since entering bankruptcy and had paid out
$2.1 million in 1999, the bankruptcy record said.

Alper-Pressman, an attorney specializing in bankruptcy with the
law firm of Susman, Schermer, Rimmel & Shifrin, credited Edison
Brothers for bargaining on the deal. She said the company gave
her access to its internal actuarial reports that showed what the
insurance was costing the company and its impact on other
creditors.

Alper-Pressman continues to work with the retirees to determine
how to use settlement proceeds.


FIRST ALLIANCE: Homeowners Files Bankruptcy Claims
--------------------------------------------------
The American Association of Retired Persons (AARP) and several
homeowners filed bankruptcy claims against First Alliance Corp.,
which lends money to homebuyers with poor credit, fore more than
$300 million, The Associated Press relates.

The move comes after the lending company filed for bankruptcy
protection and then failed to list AARP and others as unsecured
creditors in its court-supervised liquidation.  

"We're not just walking away," says Phillip M. Steinbock, an
attorney representing AARP and several other borrowers.


GOLDEN BOOKS: Splits With Disney
--------------------------------
EPM Communications, Inc. reports that Golden Books says it will
end its 70-year licensing relationship with Disney. Chairman-CEO
Richard Snyder is quoted as saying that "in our negotiations with
Disney, it became apparent that there was no room for Golden
Books' profit in the enterprise.  We walked away from an
unprofitable publishing license with Star Wars in 1998, and that
has been our direction ever since." The current deal runs out at
the end of this year, and existing inventory may be sold off
through January, 2002.
     
According to the article, Disney almost became a part owner of
Golden Books, having been granted warrants for shares of the
company's stock in 1997 as part of a $ 50-million dollar license
renewal. However, the warrants were never exercised, terminated
during the Golden Books financial restructuring, according to a
Golden Books executive.


GUY F. ATKINSON: Confirmation of Plan
-------------------------------------
By order entered on March 31, 2000 by the US Bankruptcy Court,
Northern District of California, the plan of reorganization filed
and modified by the debtors, Guy F. Atkinson Company of
California and Guy G. Atkinson Holding LTD. on March 31, 2000 is
confirmed.


HEDSTROM HOLDINGS: Announces Filing of Chapter 11
-------------------------------------------------
Hedstrom Holdings Inc., Mount Prospect, Ill., and seven
affiliates attributed yesterday's chapter 11 filing to liquidity
problems resulting from poor sales in a Montreal unit, according
to Reuters. In papers filed in the U.S. Bankruptcy Court in
Delaware, the manufacturer of children's leisure products listed
assets of $399 million and debts of $377 million, and cited "a
liquidity crisis primarily driven by its AMAV (Industries Inc.)
division in Montreal which is experiencing operational
difficulties and sales levels below those anticipated," said a
spokesman. A group of banks led by Credit Suisse First Boston has
agreed, pending court approval, to provide $50 million in debtor-
in-possession financing, the spokesman added.


HEDSTROM HOLDINGS: Case Summary and 20 Largest Creditors
--------------------------------------------------------
Debtor: Hedstrom Holdings Inc.
        585 Slawin Court
        Mount Prospect, IL 60056

Type of Business: Manufacturer and marketer of children's leisure
and activity products.

Petition Date: April 11, 2000   Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01655

Debtor's Counsel: Mark D. Collins
                  Russell C. Silberglied
                  Richards, Layton & Finger, PA
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899-0551
                  (302) 651-7531

                  Stephen Karotkin
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8000

                  Martin A. Sosland
                  Weil, Gotshal & Manges, LLP
                  100 Crescent Court, Suite 1300
                  Dallas, Texas 75201-6950
                  (214) 746-7700

Total Assets: $ 399 million
Total Debts:  $ 377 million

20 Largest Unsecured Creditors

Bank of NY
Attn: Corporate Trust
21 W. 101 Barclay Street
New York, NY 10286
Mary La Gumina
212-815-5783            Bond Debt     $ 110,000,000

United States Trust
Company of NY
114 West 47th Street
New York, NY 10036-1552
Margaret Ciesmelewski
Phone: 800-548-6565     Discount       
Fax: 212-852-1000       Notes          $ 30,879,000

Ferralloy Corporation
Davidson Lane
New Castle, DE 19720
Gene Grebloske
Phone: 312-360-4500
Fax: 215-636-1940       Trade           $ 3,778,864

Packaging Corporation
of America
One 28th Street
Pittsburgh, PA 15222    Trade           $ 1,380,829

Equistar Chemicals, Inc.
PO Box 2583
Houston, TX 77252-2583
Lawrence Schubert
Phone:713-309-4950
Fax:  713-352-4687      Trade           $ 1,178,623

Perfection Chain Products
PO Box 400
301 Good
Vinemont, AL 35179
Jim Grier
Phone: 256-734-6538
Fax: 256-734-1610       Trade             $ 940,769

Walt Disney
Wachovia South Metro
Center, PO Box 1
Hopeville, GA 30354
Jill LeGrand
Phone: 818-567-5592
Fax: 818-848-8482       Trade             $ 919,834

Synthetic Industries
PO Box 977, 2100A ATL
Gainsville, GA 30503
Philip Griffin
Phone: 770-532-9756
Fax: 770-531-1347       Trade             $ 885,519

Packaging Specialists
Inc.
534 Washington Avenue
Carnegie, PA 15106
Fred Broad
Phone: 412-699-3291
Fax: 412-276-1540       Trade             $ 870,447

General Spring, Inc.
PO Box 176
245 Waterhouse Lane
Hartsville, TN 37074-0176
Dave Middleton
Phone: 615-734-9500
Fax: 615-734-8540       Trade             $ 751,921

Exxon Chemical of America
PO Box 3272
Houston, TX 77001
Bill McQuire
Phone: 330-668-8713
Fax: 330-668-8702       Trade             $ 542,566

Interim Personnel
Department 5343
PO Box 70
Chicago, Illinois
60673-0497
J. Ruggery
Phone: 614-623-6360
Fax: 614-942-2483       Trade             $ 512,976

Scioto Plastics LLC
PO Box 300
124 Polymer Drive
Franklin Furnace
OH 45529
Pat Pierce
Phone: 740-354-9994
Fax: 740-356-8797       Trade             $ 465,084

MCS Warehousing
Transportation
Division of McQuaide, Inc.
153 Marci
Johnstown, PA 15904
Rob Williamson
Phone: 800-456-0292
Fax: 814-269-6154       Trade             $ 454,863

Falcon Plastics
250 West Wylie Avenue
Washington, PA 15301
Jason Dinardo
Phone: 724-222-2600
Fax: 724-222-4585       Trade             $ 453,380

Highmark Blue Cross
Blue Shield
PO Box 382022
Pittsburgh, PA 15251-2022
Darrel Welsh
Phone: 412-544-2260
Fax: 412-544-2223       Trade             $ 448,726

Lilly Industries, Inc.
548 West Abbott Street
Indianapolis, IN 46225
Jack Bastock
Phone: 317-834-8512
Fax: 317-687-6734       Trade             $ 420,755

R.B. Industries, Inc.
6388 Gross Point Road
Niles, IL 60714-3916
Ron Beade
Phone: 847-647-5900
Fax: 847-647-1535       Trade             $ 413,386

Tri-State Far East Corp
161F Tal Building
49 Austin
Kowloon, Hong Kong
Robert Simmons
Phone: 852-2730-3944
Fax: 852-2735-4302      Trade             $ 303,000

Service Litho Print
50 West Fernau Avenue
PO Box B
Oshkosh, WI 54902
Tom Cook
Phone: 920-231-3060
Fax: 920-231-1272       Trade             $ 296,950


HOMEMAKER INDUSTRIES: Sale Clears Way for Marketing Opportunity
---------------------------------------------------------------
Jim Parker, writing for The Post and Courier, reports that the
pending bankruptcy sale of Homemaker Industries clears the way
for its shuttered North Charleston rug plant to be marketed as
one of the area's larger industrial sites.

U.S. Bankruptcy Judge Jeffry H. Gallet last week signed an order
approving the asset transfer to A&M Inc., a company formed by
Arthur Millman.  A&M is paying $ 7.5 million cash.

"It was quite a roller coaster," Millman said last week,
describing the six months of hearings and talks from Homemaker's
filing for federal bankruptcy protection last fall to the deal
struck in March, Mr. Parker recalls.


INCOMNET: Order Grants Extension of Time to Assume/Reject Leases
----------------------------------------------------------------
By order of the US Bankruptcy Court, Central District of
California, the debtors, Incomnet, Inc. and its affiliate are
granted  an extension of time to assume , assume and assign or
reject the lease covering the property located at 2801 Main
Street, Irvine, California, 92614, through and including May 1,
2000 or such later date as the court may hereafter order.


JOAN AND DAVID: Taps Braver and Company as Accountants
------------------------------------------------------
The debtor, joan and david helpern incorporated, seeks court
authority to retain Braver and Company, PC as its accountants in
connection with the administration of the case.

The firm will provide the following services:
Review and analyze the books and records maintained by the debtor
prior to the commencement of the case, as appropriate;

Assist the debtor in the preparation and/or evaluation of various
forms and schedules filed with the court, taxing authorities and
other interested parties;

Assist the debtor, if necessary, in the valuation of the debtors'
assets;

Prepare annual income and other tax returns, if appropriate;

Provide assistance in the reconciliation, analysis, and
evaluation of claims filed against the debtor; and
Perform any and all other accounting services required by the
debtor.

Braver has advised the debtor that it current hourly billing
rates shall be as follows:

Shareholders - $165-$250
Managers/Seniors & Tax seniors - $75 to $135
Staff - $62-$73


JUMBOSPORTS: Order Grants Authority To Sell Ft. Wayne Property
--------------------------------------------------------------
By order entered on March 29, 2000 by the US Bankruptcy Court,
Middle District of Florida, Tampa Division, JumboSports, Inc.,
debtor, is granted authority to sell real property located at
6315 Illinois Road, Ft. Wayne, Indiana to James Bailey for a
purchase price of $2.5 Million.


LOEWEN: Proposes To Establish Neweol Bar Dates
----------------------------------------------
The Debtors propose to establish Neweol Bar Dates for filing
proofs of claims with respect to the chapter 11 case of Neweol
(Delaware), L.L.C., which was commenced on December 30, 1999 and
jointly administered with the Original Debtors' chapter 11 cases.
The Debtors propose that any creditor who fails to timely file a
proof of claim be forever barred, estopped and
enjoined from asserting a claim in excess of or different from
any scheduled claim, and from voting upon or receiving
distributions in the case of an Unsecheduled Claim.

The Neweol Bar Dates as proposed by the Debtors are:

(1) May 22, 2000 as the "Neweol General Bar Date" by which all
entities must file proofs of claim in the chapter 11 case of    
Neweol;

(2) June 27, 2000 as the "Neweol Governmental Bar Date" by which
all Governmental Units must file proofs of claim in Neweol's
case;

(3) the later of the Neweol General Bar Date or 30 days after
any respective order for rejection of an executory contract or
unexpired lease, as the "Neweol Rejection Bar Date";

(4) the later of the Neweol General Bar Date or 30 days after
any amendment of schedules of assets and liabilities as the
"Neweol Amended Schedules Bar Date".

The Debtors propose that the Neweol General Bar Date apply to all
entities holding pre-petition claims against Neweol except:

(a) creditors who have previously-filed their proofs of claim;

(b) creditors who agree with the way the Debtors will schedule
their claims;

(c) claims previously allowed or paid pursuant to a Court order;

(d) Original Debtors and 4166 Investments, Ltd., a Canadian
affiliate of the Debtors and the sole member of Neweol, and whose
interest is based exclusively upon its membership interest in
Neweol, provided that Neweol reserves the right to seek relief
regarding 4166 Investments' equity interest in Neweol.

The Debtors propose to serve copies of the Neweol Bar Date Notice
and customized proof of claim forms on every known creditor not
later than April 5, 2000, which will ensure at least 45 days for
creditors to file their proofs of claim. Debtors also propose to
require that claim forms be returned to Logan & Company, Inc.,
for processing.

Neweol proposes that it reserves the right to dispute, object to
or assert offsets or defenses against any claim, to amend the
Neweol Schedules, and to change the amount, nature, liability or
classification of any claim. (Loewen Bankruptcy News Issue 21;
Bankruptcy Creditors' Services Inc.)


NEW TOKUMA: Notice of Sale
--------------------------
NEW TOKUWA ENTERPRISE COMPANY, INC., d/b/a SHINBASHI RESTAURANT,
Debtor.

Chapter 7

Case No. 00-10691 (JHG)

RETURN DATE FOR HEARING ON OBJECTIONS, IF ANY: 5/2/00, 9:30 A.M.

To All Creditors and Other Interested Parties:

NOTICE IS HEREBY GIVEN, that on or about February 23, 2000 the
above Debtor filed a petition for relief under Chapter 7 of the
Bankruptcy Code. The case has been assigned to the Honorable
Jeffry H. Gallet, United States Bankruptcy Judge for the Southern
District of New York.

PLEASE TAKE FURTHER NOTICE, that on April 19, 2000, at 11:00
A.M., at 280 Park Avenue (on 49th Street), New York, New York,
the undersigned Trustee of the estate of the above-named Debtor,
pursuant to 11 U.S.C. Sections 363(b) and 363(f), Bankruptcy
Rules 2002, 6004 and 9006, and the Rule 6004-1 of this Court,
intends to conduct, through G.E.M. AUCTION CORP., 499 Van Brunt
Street, Suite 4A & 4B, Brooklyn, New York 11220 as Auctioneer, a
sale, subject to higher and better offers, of the Debtor's
property consisting of restaurant equipment, furniture and
fixtures located at 280 Park Avenue, New York, New York, (the
"Property") free and clear of all liens, claims, and
encumbrances, with any such liens, security interests, claims,
and encumbrances to attach to the net proceeds of sale in their
order of priority and to the extent valid, after deduction of any
Section 506(c) expenses, including auctioneer's commission,
Trustee's commissions, and reasonable attorney's fees, and will
also sell -- at that time and place -- pursuant to Sections
363(b), 363(f), 365(b) of the title 11 of the United States Code
(the "Bankruptcy Code"), Rules 2002, 6004 and 9006 of the Federal
Rules of Bankruptcy Procedure and Rule 6004-1 of the Local
Bankruptcy Rules for the Southern District of New York, through
G.E.M. Auction Corp. as real estate broker, subject to higher or
better offers, the Debtor's lease (the "Lease") for leased
premises located at 280 Park Avenue, New York, New York (the
"Leased Premises"), the landlord for which is Boston Properties
Limited Partnership, c/o Boston Properties, Inc. (the
"Landlord"), free and clear of all liens, claims and encumbrances
with any such valid liens, claims and encumbrances, if valid, to
attach to the net proceeds of sale in the order of priority and
to the extent of their validity.

PLEASE TAKE FURTHER NOTICE, that the Property and Lease will be
sold "as is, where is", with no representations, warranties,
guarantees, or covenants of any kind.

PLEASE TAKE FURTHER NOTICE, that any person wishing to be
admitted to, and participate in, the sale must register with the
GEM representative prior to the sale and must have available for
inspection with GEM or the Trustee at least 10% of the amount to
be bid in cash or certified check in order to be permitted to
bid. There will be no exceptions.

PLEASE TAKE FURTHER NOTICE, that the bidding will commence at
$300,000.00 for the Property and Lease and proceed in increments
of at least $5,000.00.

PLEASE TAKE FURTHER NOTICE, that the purchaser who has made the
highest or best offer for the Property and Lease and whose offer
is accepted by the Trustee (upon the consent of the Landlord with
respect to the Lease, which consent shall not be unreasonably
withheld), must, on the date of the sale, (i) sign a purchase
agreement for the Lease immediately upon the acceptance by the
Trustee of the offer; and (ii) pay, by certified check, the
remaining amount due on the purchase price of the Lease to the
Trustee upon closing under the purchase agreement, and shall pay
the remaining amount due on the Property within two (2) days of
the sale. The deposits will be non-refundable except in the event
that a timely closing on the Lease does not take place (time
being of the essence with respect to the purchaser's obligations)
as a consequence of the default of the Trustee or of the
disapproval of the sale by the Trustee or the Bankruptcy
Court. There will be no mortgage contingency.

PLEASE TAKE FURTHER NOTICE, that any sale of the Property and the
Lease is conditioned on acceptance by the Trustee of the highest
or best offer and upon Bankruptcy Court approval, if necessary.
The closing date for the sale of the Lease shall be not more than
twenty (20) business days following the later of (i) the auction
sale; (ii) entry by the Bankruptcy Court of an Order approving
of the sale, if necessary; or (iii) a date agreed to by the
purchaser and the Trustee. If a purchaser fails to timely
complete the sale in accordance with these terms, or the terms of
a contract entered into by the purchaser and the Trustee, the
Trustee shall retain, as liquidated damages (and not as a
penalty) for all loss, damage and expense suffered by the
Trustee, all payments made by purchaser to Trustee.  The Trustee
retains the right to contact the next highest bidders in the
order of their bids to offer them the right to purchase the
Property or the Lease pursuant to the terms of this Notice.

PLEASE TAKE FURTHER NOTICE, that the Trustee may refuse any bid
and withdraw the Property or the Lease from sale.

PLEASE TAKE FURTHER NOTICE, that requests for additional
information about the Property and/or Lease and/or inspecting the
Leased Premises can be obtained by contacting Robert Moneypenny
of G.E.M. Auction Corp., 499 Van Brunt Street, Suite 4A & 4B
Brooklyn, New York 11220, Telephone number 718-222-0100.

PLEASE TAKE FURTHER NOTICE, that the Property and the Lease being
offered for sale may be inspected prior to the sale between 9:00
A.M. and 11:00 A.M. on the day of the sale, or by making a
special appointment with G.E.M. during normal business hours, at
718-222-0100.

PLEASE TAKE FURTHER NOTICE, that this notice is given in order to
permit parties in interest to object to the intended sale.

PLEASE TAKE FURTHER NOTICE, that objections, if any, to the sale
of the Property or the Lease by the Trustee pursuant to this
order shall: (i) be in writing, (ii) set forth a factual and
legal basis for the objection, (iii) identify the party raising
the objection, (iv) comply with the Federal Rule of Bankruptcy
Procedure, and (v) be filed with this Court (with one (1) copy to
Chambers) and be served upon Tendler, Biggins & Geltzer, counsel
to the Trustee, 1556 Third Avenue, Suite 505, New York, New York
10128, (Attention: Robert L. Geltzer, Esq.); Angel & Frankel,
P.C., counsel for Debtor, 460 Park Avenue, New York, New York,
(Attention: Robert Abrams, Esq.); Belkin, Burdin, Wenig &
Goldman, attorneys for the landlord, 342 Madison Avenue, New
York, New York 10173, (Attention: Daniel Altman, Esq.); and The
United States Trustee, 33 Whitehall Street, 21st Floor, New York,
New York 10004 (Attention: Paul K. Schwartzberg, Esq.), with a
courtesy copy to the Honorable Jeffry H. Gallet, so as to be
filed and received no later April 26, 2000, at 4:00 P.M. The
Court will hear any timely filed objection to the sale on May 2,
2000, at 9:30 A.M., at Courtroom 523, One Bowling Green, New
York, New York 10004, before the Honorable Jeffry H. Gallet.

PLEASE TAKE FURTHER NOTICE, that unless a party in interest files
a written objection as set forth above, this intended Sale will
take place.

PLEASE TAKE FURTHER NOTICE, that the hearing may be adjourned,
from time to time, by announcement in open Court without any
further or other notice thereof.


PHILIP SERVICES: Sets Date For Share Distribution
-------------------------------------------------
Philip Services Corp., Hamilton, Ont., said the Toronto Stock
Exchange has set a record date of April 19 to determine the
shareholders eligible to receive shares in the restructured
company.

In a news release, Philip, which recently completed its financial
reorganization and has emerged from chapter 11 in the U.S. and
Canada, said the shares of the restructured company will begin
trading on April 20 under the symbol PSC. Under the company's
reorganization plan, Philip will issue 24 million shares to its
secured lenders, (91 percent), unsecured creditors (5 percent),
existing shareholders (2 percent), class-action claimants (1.5
percent) and other equity claimants (0.5 percent).(ABI 12-Apr-00)


PLANET HOLLYWOOD: Effective Date Uncertain
------------------------------------------
Financially troubled restaurant chain Planet Hollywood
International Inc., based in Orlando, Fla., said Tuesday its
reorganization plan has yet to become effective, something that
could ultimately result in the company's liquidation, according
to a Dow Jones report. In a filing with the Securities and
Exchange Commission, the company, said there can be no assurance
that the plan, approved by a bankruptcy court on Jan. 21, will
become effective or when that could happen. However, Planet
Hollywood did say it is negotiating several required agreements
and that the plan would go into effect soon. But the theme-
restaurant company said the delays in the plan's implementation
or required modifications to the plan might impact the company's
ability to successfully reorganize. On Feb. 28, Planet Hollywood
said negotiations ahead of the reorganization plan's
implementation would be completed within two weeks, allowing for
the plan to become effective "shortly." According to the plan, a
new group of investors would invest $30 million in the
reorganized company to acquire about seven million of the 10
million shares of the company's new common stock. Planet
Hollywood claimed a net loss of $194.5 million in the fiscal year
ended Dec. 27, compared with a $200.7 million net loss in
1998.(ABI 12-Apr-00)


PLANET HOLLYWOOD: Stock Prices Going Up
---------------------------------------
Despite the troubles Planet Hollywood is experiencing due to the
failure of its plan to be implemented, the Chicago Tribune
reports on April 10, 2000 that in recent days, Planet Hollywood
International Inc. stock has more than doubled. If
the company emerges, the existing stock is going to be replaced
with new equity to which the old shareholders have no claim.
Apparently investors are encouraged by reports that investor
Wilbur Ross, together with CIT Group, plans to pump $15 million
into the company. But investors' stock is still going to be
worthless once the company emerges from bankruptcy proceedings.


PRIME HEALTH: Universal Health Plan Eyes Company
------------------------------------------
Universal Health Plan has its eyes on Prime Health Corp, an
insolvent company which has been in receivership with the
Maryland Insurance Administration since October 1998, a report
appearing in last week's edition of BestWire relates.

The sale will depend on the negotiation of a final purchase
agreement and approval of rehabilitation for Prime Health.  
Universal would obtain Prime Health's stock and continue to
operate Prime Health as an HMO and Medicaid managed-care
organization, says The Maryland Insurance Administration.


PRIME RETAIL: Will Not Pay Dividends
------------------------------------
Company officials of the distressed outlet shopping mall owner,
Prime Retail Inc., told The Associated Press, it will not pay
common stock dividends this year. Having suspended its quarterly
dividend in January to conserve cash and reduce debt, it can only
pay the distributions necessary to hold its tax status as a REIT.


PRINCETON HOSPITAL: Lakeside Alternatives Offers $25 Million
------------------------------------------------------------
Lakeside Alternatives Inc. plans to buy Princeton Hospital for
$3.5 million, a price substantially below the $25 million the
hospital placed on its assets when it filed for Chapter 11
bankruptcy-court protection in 1999.

Details of the deal, which was announced last week, were
disclosed in a filing by Princeton's lawyers in U.S. bankruptcy
court in Orlando on Tuesday. The sale is subject to approval by a
bankruptcy judge, who will consider it at a hearing on May 1.

Princeton would use $1.2 million of the proceeds to pay off
Naples Lending Group LC, which loaned the hospital money to cover
operating costs after it filed for reorganization in January
1999.

Another $2 million would go toward administrative costs, which
include $288,414 in unpaid wages to 203 former workers who lost
their jobs when the hospital closed abruptly in July.

The remaining $300,000 would go to the Bank of New York, which
represents bondholders of $45 million in Princeton debt.

Officials at Eatonville-based Lakeside couldn't be reached for
comment.

Lakeside has said it plans to use 24 of Princeton's 150 beds for
a psychiatric-care center and share much of the hospital's
remaining space with other community organizations.

Since its closing, several groups expressed interest in using
portions of Princeton. In January, an official at the state
Department of Children & Families said the agency was negotiating
with nonprofit groups to house abused and neglected children at
the 140,000-square-foot facility. A month later, officials said
they had dropped the plan.


PURINA MILLS: PBGC Objects to Confirmation of Plan
--------------------------------------------------
The Pension Benefit Guaranty Corporation objects to confirmation
fot he second amended joint plan of reorganization of Purina
Mills, Inc., its parent corporation and its debtor subsidiaries.  
The PBGC is a creditor in these cases, with known, contingent
claims of over $3 million relating to the Purina Mills, Inc.
retirement plan for production employees.  

The PBGC claims that the plan violates sections 1129(a)(1) and
524(e)of the Bankruptcy Code by releasing creditors claims
against non-debtor third parties.  

The releases and the related injunctions offend fundamental
notions of fairness and due process, and would constitute an
unwarranted extension of the Bankruptcy Code's protections to the
third-parties. The broad releases would according to the PBGC
leave the penison plan participants and beneficiaries, the plan
trustees, and the PBGC with no vehicle to make the pension plan
whole for any losses caused by third party non-debtors; and the
releases directly contravene the express terms of ERISA.


ROBERDS: Officials & Competitors Oppose Liquidation Sale  
--------------------------------------------------------
Roberds, which filed for bankruptcy protection from creditors in
January, is promoting a big "going out of business" sale at the
eight Roberds home furnishing stores in the Tampa Bay area, Mr.
Mark Albright reports for St. Petersburg Times.  But only half of
the merchandise had ever appeared in a Roberds store before and
much of it is ordered from furniture manufacturers when a
customer buys something.  

This strategy, which the state officials and the competitors
opposed, is illegal in Florida.  But a federal bankruptcy judge
in Ohio authorized this because he decided that the chain's
creditors had a better shot at getting their money back if the
stores were fully stocked during their liquidation sale, recalls
St. Petersburg Times.


SAFETY COMPONENTS: Case Summary and 20 Largest Creditors
--------------------------------------------------------
Debtor: Safety Components International, Inc.
        40 Emery Street
        Greenville, SC 29605

Petition Date: April 10, 2000   Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01644

Judge: Joseph J. Farnan

Debtor's Counsel: Robert J. Dehney
                  Gregory W. Werkheiser
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  PO Box 1347
                  Wilmington, Delaware 19899-1347
                  (302) 658-9200

                  Luc A. Despins
                  Milbank, Tweed, Hadley & McCloy, LLP
                  1 Chase Manhattan Plaza
                  New York, New York 10005
                  (212) 530-5000

20 Largest Unsecured Creditors

Bank of NY
(As Indenture Trustee
for 10 1/84 Sen Sub
Notes Due 2007, Series B)
101 Barclay St.
New York, NY 10286
Irene Siegel
(212) 815-5703          Bond Debt      $ 96,200,000

E. I. DuPont de Nemours
And Co.
4501 N. Access Road
Chattanooga, TN 37415
MaryJane Thompson
(423) 875-7365          Trade Debt      $ 5,368,617

Allied Signal, Inc.
PO Box 2251
101 Columbia Rd.
Morristown, NJ 07962-2251
Rosemarie Hoesly
(973) 455-4997          Trade Debt       $ 685,425

AICCO, Inc.
777 South Figuera St.
Los Angeles, CA 90017
Eric Herndon
(213) 689-3616          Loan             $ 545,098

Swidler Berlin Shereff
Friedman, LLP
405 Lexington Avenue
New York, NY 10174
Richard Goldberg
(212) 758-9500          Legal            $ 376,444

Cavalier Specialty Yarns
Inc.
4500 Thymes Blvd.
Saint Laurent, Quebec
H4R 2B2
Raymond Bazinel
(514) 333-8990          Trade Debt       $ 348,400

Reeves Int'l Automotive,
Inc.
Hwy. 29 South
Spartanburg, SC 29304
Fred Barkley
(864) 595-2252          Trade Debt       $ 348,067

American Dornier
Machinery, Inc.
4101 Performance Road
Charlotte, NC 28208
Michelle Terry
(704) 394-6192          Trade Debt       $ 312,011

Maxima Group, LLC       Legal            $ 215,400
Sunbelt Thread and
Packaging, Inc.         Trade Debt       $ 145,710
Arvin N. American Inc   Trade Debt       $ 142,459
Arthur Anderson, LLP    Accounting       $ 135,000
Southern Felt Co. Inc.  Trade Debt       $ 122,775
Acordia Industrial
Fibers, Inc.            Trade Debt       $ 122,007
Milliken & Co.          Trade Debt       $ 110,810
Kosa, Inc.              Trade Debt        $ 92,367
ABCO Industries Inc.    Trade Debt        $ 89,769
Chanin Capital
Partners                Legal             $ 75,000
American & EFIRD, Inc.  Trade Debt        $ 79,733
Carolina Mills, Inc.    Trade Debt        $ 74,207


SERVICE MERCHANDISE: Motion To Restrict Claim Trading Activity
-----------------------------------------------------------------
The Debtors seek to institute a notice and hearing procedure to
preserve their ability to use their consolidated net operating
loss carryovers (NOLs) to offset future income in connection with
the amount of taxable income. Specifically, the Debtors seek
appropriate relief that will enable them to closely monitor the
trading of claims so that their ability to apply the IRC S
382(1)(5) safe harbor for such an offset will not be
jeopardized.

The Debtors estimate their present NOLs at approximately $250 to
$260 million and excess credit carryovers at approximately $2
million, which is likely to be substantially higher when the
Debtors emerge from bankruptcy.

Section 172 of the Internal Revenue Code permits corporations to
carry forward net operating losses to offset future income and
thereby reduce federal income tax liability on such future
income.

On the other hand, IRC S. 382 limits the amount of taxable income
that can be offset by the corporation's NOLs in any given year
following an ownership change. As defined in IRC S. 382(g), such
an ownership change occurs if the percentage of the stock of the
corporation owned by one or more 5-percent shareholders has
increased by more than 50 percentage points over the lowest
percentage of stock owned by such shareholders at any time during
a 3-year testing period.

IRC S. 382(1)(5) however alleviates the adverse consequences that
the ownership change limitation would impose on a Chapter 11
debtor. Under IRC S. 382(1)(5), a debtor can utilize its NOLs to
offset future income even if a plan of reorganization results in
an ownership change, so long as, among other things, stock
possessing at least 50 percent of the total voting power of the
stock of the corporation, and having a value equal to at least 50
percent of the total value of the stock of the corporation, is
distributed to qualifying creditors. These qualifying creditors
include persons or entities whose claims either, (i)had been held
by such creditor 18 months or more prior to the date of filing of
the bankruptcy petition; (ii) arose in the ordinary course of the
Debtors' business and who at all times held the beneficial
interest in such claims; or (iii)fall under a de minimis rule
which provides for a beneficial owner to be regarded as
always having owned its debt claims for purposes of the IRC S.
382(1)(5) safe harbor, provided that the beneficial owner is not,
immediately after the ownership change, either a 5-percent
shareholder or an entity through which a 5-percent shareholder
owns an indirect ownership interest in the debtor.

Based on the Debtors' current and projected financial condition,
under any feasible plan of reorganization, a majority of the
common stock of the reorganized Debtors will be distributed to
creditors in partial satisfaction of indebtedness. Accordingly,
under any realistic plan, the Debtors will experience an
"ownership change" for purposes of IRC S 382 because the
percentage of stock owned by creditors pursuant to such plan
will have increased by more than 50 points over the lowest
pecentage of stock held by such creditors which is currently
insubstantial during the 3-year testing period.

Therefore, unless the requirements of IRC S 382(1)(5) are
satisfied, this ownership change would severely restrict the
Debtors' use of their NOLs, thus requiring them to pay
substantial Federal income tax on their income earned after
reorganization, which the Debtors say could cause irreparable
harm to the Company.

However, the Debtors anticipate that their plan of reorganization
could be fashioned to satisfy the IRC S 382(1)(5) safe harbor,
unless a sufficient number of qualifying creditors are permitted
to transfer their claims prior to the consummation of a plan of
reorganization, in which event a valuable asset of the Debtors
will be lost.

While it is not certain yet whether the IRC S 382(1)(5) safe
harbor will be desirable for the Debtors or necessary for their
plan of reorganization, the Debtors seek to preserve flexibility
in this regard and a safeguard against the irreparable harm which
could result from the loss of ability to offset taxable income
freely with NOLs.

Accordingly, the Debtors seek appropriate relief that will enable
them to closely monitor the trading of claims, since such
trading, in the absence of the relief, could increase the number
of claimants who are not qualifying creditors under the IRC c
382(1)(5) safe harbor, thereby significantly limiting the
Debtors' ability to utilize NOLs.

In this regard, the Debtors seek to identify and exclude from the
notice and hearing procedures certain Excluded Transfers which
would not endanger the Debtors' ability to apply the IRC S
382(1)(5) safe harbor.

To achieve this, the Debtors seek to provide for Excluded
Transfer by means of a sworn certificate attesting to the
existence of certain necessary facts, and to exempt the
respective transferees of claims from the notice and hearing
procedure otherwise requested. As a practical matter, the Debtors
desire to apply Excluded Transfer to transfers of claims
involving transferees holding less than $20 million of claims.
This would likely mean Excluded Transer for most transfers of
claims and would narrowly limit the notice and hearing procedure
to only those transfers which could adversely affect the Debtors'
NOLs.

Accordingly, the Debtors request that the Court issue an order
establishing a procedure that will:

-- provide the Debtors with either (a) a notice in standard form,
at least ten days prior to effectuating a proposed transfer of
claims, or (b) a sworn certificate, also in standard form,
attached to the Order attesting that a proposed transfer is an
Excluded Transfer and, in both cases, regardless of whether such
transfers would be subject to Bankruptcy Rule 3001; and

-- with respect to a prospective transfer of claims, grant the
Debtors the right to a hearing to object to any proposed trade
that may jeopardize their ability to employ the special rules of
IRC S 382(1)(5); and temporarily delay any proposed transfer of
claims or any beneficial interests from becoming effective until
it is determined that such transfer will not adversely affect the
Debtors' NOLs.

While the relief sought is necessary to avoid the irreparable
harm that the Debtors would suffer if they were not able to
offset taxable income freely with NOLs, the proposed procedure
and forms also recognize that a creditor holding a substantial
amount of claims, falling outside of the de minimis rule, should
not be restricted from trading its claims, even if such claims
will continue to fail in the hands of the transferee.
Moreover, by using the exemption forms, some transferees can
avoid the notice and hearing procedure.

The Debtors assert that an ultimately successful plan of
reorganization might rely upon the IRC S. 382(1)(5) safe harbor,
and by establishing a procedure enabling the Debtors to monitor
claims-trading continuously, the Debtors can preserve their
ability to seek relief at the appropriate time. Accordingly, the
Debtors seek the Court's approval for the procedure
outlined in the motion. (Service Merchandise Bankruptcy News
Issue 11; Bankruptcy Creditors' Services Inc.)


SYSTEM SOFTWARE: Sells Assets Thru Voluntary Chap 11
----------------------------------------------------
Gores Technology Group, a leading international technology and
management company, and System Software Associates, Inc.
(OTCBB:SSAX) announced on April 7, 2000 that System Software
Associates has agreed to sell substantially all of its assets to
a newly-formed subsidiary of Gores Technology for a total of
approximately $52 million in cash and 25% of the common stock of
the newly-formed subsidiary. The parties intend to effect the
sale in an expeditious manner via a voluntary Chapter 11
bankruptcy proceeding to be filed on or about April 14. The
Chapter 11 proceeding will not include SSA's subsidiaries.


THERMOTECH SYSTEMS: Involuntary Case Summary
--------------------------------------------
Alleged Debtor: Thermotech Systems Corp.
                5201 N. Orange Blossom Trail
                Orlando, Florida 32810

Involuntary Petition Date: April 7, 2000

Bankruptcy Case No.: 00-01624   Chapter 11

Court: District of Delaware

Petitioner's Counsel: William A. Hazeltine
                      Potter, Anderson & Corroon, LLP
                      Hercules Plaza, 6th Floor
                      PO Box 951
                      Wilminton, DE 19899
                      (302) 984-6000

Petitioners:

Credit Lyonnais
New York Branch         Unpaid Debt    $ 19,353,386

BHF (USA) Capital
Corporation             Unpaid Debt    $ 15,670,220

Balanced High Yield
Fund I, Ltd.            Unpaid Debt     $ 2,449,281

Bank Austria Creditanstalt
Corporate Finance,
Inc.                    Unpaid Debt    $ 15,956,984

Skandinaviska Enskilda
Banken Corporation      Unpaid Debt     $ 7,278,399


TULTEX: Objection To Motion of Debtors For Exclusivity Extension
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the debtors,
Tultex Corporation, et al. object to the debtors' request for an
extension of the exclusivity periods.  The committee claims that
this is now a liquidating case, and that the debtors have not
established "cause" for the extension of time to file their
Disclosure Statements and plans of reorganization.  They also
claim that giving creditors four days to object and nine days
until the hearing is not sufficient notice.  


UNITED ARTISTS: Moody's Downgrades Ratings
------------------------------------------
Moody's Investors Service downgraded the ratings of United
Artists Theatre Circuit, Inc., 1995-A Pass Through Trust, Pass
Through Certificates, Series 1995-A to Caa3 from B3. The
certificates were downgraded to Caa3 based on the support of the
triple net lease guaranteed by United Artists Theatre Company
("UA"), which was downgraded to Caa3 by Moody's on March 9, 2000.

Moody's stated that the UA downgrade reflects that the company's
future is tenuous at best, and the very real possibility of a
near-term bankruptcy filing due to tightening liquidity in the
face of continued underperformance by its aging theater network.


UA operates one of the largest movie theater chains in the United
States. The company maintains its headquarters in Englewood,
Colorado.


WASTE MANAGEMENT: Subsidiary Agrees To Sell Operations in Italy
---------------------------------------------------------------
Waste Management, Inc. (NYSE:WMI) today announced that its wholly
owned subsidiary has reached an agreement to sell its waste
services operations in Italy to Emas S.p.A. and Italcogim S.p.A
for approximately $70 million.

Waste Management expects the sale to be completed in the second
quarter.

The Company's operations comprise one of Italy's largest waste
services businesses. Its business includes solid waste services
and recycling.

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

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


                     *********

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

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

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

The TCR subscription rate is $575 for six months delivered via
e-mail. Additional e-mail subscriptions for members of the same
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 * * *