TCR_Public/000417.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 17, 2000, Vol. 4, No. 75

                     Headlines

ABATTI FARMS: Case Summary and 20 Largest Unsecured Creditors
ACME STEEL: To Up Prices of Hot Rolled Carbon; Alloy Steel
AMERICAN ECO: S&P May Change Ratings
AMERICAN LAMINATES: Assets To Be Auctioned In May
AURORA FOODS: Class Action Commenced By Purchasers

BUCKEYE EGG: Fly Infestations May Force It into Bankruptcy
CHECKERS DRIVE-IN: Restaurants Sold To Pay Off Debt
CRIIMI MAE: Reports Results For Fourth Quarter and Year-End
DOW CORNING: Government Delays Emergence from Chap 11 Protection
FACTORY CARD OUTLET: Seeks Extension of Exclusive Periods

GULF STATES: Union Rejects Contract Offer
MICROAGE INC: Files Chapter 11 Petition For Restructuring
NEUMAN DISTRIBUTORS: Owes More Than $100 Million in Debts
NEW ROCHELLE: Case Summary and 14 Largest Unsecured Creditors
PLANET HOLLYWOOD: Wilbur Ross to Invest in Chain

PRISON REALTY: CCA To Move Its Inmates
RIGCO NORTH AMERICA: Court Approves Sale of FPS Laffit Pincay
TAMBORIL CIGAR: Announces Chapter 11 Filing
TIMESTONE CAPITAL: Case Summary
TULTEX: Russell To Purchase of DISCUS

TURBODYNE TECHNOLOGIES: Reports Financial Results
UNITED ARTISTS: In Default Under Certain Covenants With Lenders
UNITED HEALTHCARE: Seeks To Fix Administrative Claim Bar Date
VENCOR: Announces Amendment To DIP Financing

                     *********

ABATTI FARMS: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tony Abatti Farms, LLC
        1736 Austin Road
        El Centro, CA 92243

Petition Date: April 11, 2000   Chapter 11

Court: Southern District of California

Bankruptcy Case No.: 00-03709

Judge: Peter W. Bowie

Debtor's Counsel: Michael D. Breslauer
                  Solomon, Ward, Seidenwurm & Smith, LLP
                  401 B Street, Suite 1200
                  San Diego, CA 92101-4235
                  (619) 231-0303

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

20 Largest Unsecured Creditors

AmeriBrom, Inc.      Trade Debt      $ 27,381
Beta Seed, Inc.      Trade Debt      $ 45,548
Bud Ashurst          Trade Debt      $ 29,032
Freeman Balers       Trade Debt      $ 25,409
Greg Bentley
Electric             Trade Debt      $ 77,223
Harvest Power, Inc   Trade Debt      $ 77,258
Heedstart Nursery    Trade Debt      $ 40,307

Imperial Harvest
322 Magnolia Avenue
El Centro, CA 92243  Trade Debt     $ 283,626

Imperial Irrigation
District, PO Box 927
Imperial, CA
92251-0937           Trade Debt     $ 298,179

KC Manufacturing     Trade Debt      $ 43,924
Lopez Packing        Trade Debt      $ 32,380
Pan America
Underwriters         Trade Debt      $ 45,478
Poli-Twine Western   Trade Debt      $ 55,200
RDO Equipment Co.    Trade Debt      $ 36,328
SoCo Groups          Trade Debt      $ 51,164
Steve Nickus Agri.   Trade Debt     $ 144,485

Stoker Company, Inc.
PO Box 907
Imperial, CA 92251   Trade Debt     $ 662,570

The Dune Company of IV
PO Box 4969
Yuma, AZ 85366       Trade Debt     $ 738,803

Torrences Farm
Implement            Trade Debt      $ 51,215
Zdonek & Wolowixz    Trade Debt      $ 46,569


ACME STEEL: To Up Prices of Hot Rolled Carbon; Alloy Steel
----------------------------------------------------------
Acme Steel Company announced it will increase transaction prices
$20 per ton, for hot rolled carbon and alloy sheet and strip
steel products, effective with new orders promised for delivery
July 3, 2000 or later.  Additional changes to the extras may be
implemented as conditions warrant. Acme Metals Incorporated (OTC
Bulletin Board: AMIIQ), through its operating subsidiaries, is a
fully integrated producer of steel, steel strapping and strapping
products, and welded steel tubing.  On September 28, 1998, Acme
Metals and its subsidiaries filed separate voluntary petitions
for protection and reorganization under Chapter 11 of the United
States Code.  The Company is in possession of its properties and
assets and continues to manage its business as debtor-in-
possession subject to the supervision of the Bankruptcy Code.  
Its common stock is listed on the Bulletin Board of the National
Association of Securities Dealers under the symbol AMIIQ.


AMERICAN ECO: S&P May Change Ratings
------------------------------------
Standard & Poor's placed its triple-'C'-plus corporate credit
rating and its triple-'C'-plus senior unsecured debt rating for
American Eco Corp. on CreditWatch with "developing" implications.

Developing implications mean that ratings could be raised,
lowered, or affirmed. About $120 million of debt securities are
affected.

The CreditWatch listing follows American Eco's announcement that
it has engaged Houlihan Lokey Howard & Zukin Capital to assist it
in exploring strategic alternatives to maximize shareholder
value, including a possible restructuring of the company or a
potential business combination.

Liquidity is very limited. As of Nov. 30, 1999, American Eco had
about $5 million of cash and about $7.5 million in availability
under its $30 million revolving credit facility.

In addition, the company has an interest payment of $5.7 million,
due May 15, 2000, associated with its $120 million, 9.625% senior
unsecured notes.

Failure of the company to address near-term liquidity issues
could result in a default on its debt obligations.

Credit quality, however, could be enhanced if American Eco is
acquired by a financially stronger company.

Houston, Texas-based American Eco is a consolidator of
outsourcing services to the energy, pulp and paper, and power
generation industries.

The company also provides speciality fabrication services.

Standard & Poor's will monitor developments as they unfold before
taking a rating action.


AMERICAN LAMINATES: Assets To Be Auctioned In May
-------------------------------------------------
The Kansas City Star reports on April 11, 2000 that the assets of
American Laminates Inc., a Kansas City, Kan.-based fixtures and
countertop manufacturer that sought Chapter 11 protection in
February, will be auctioned off next month.

U.S. Bankruptcy Judge Frank Koger last week approved the sale of
the company's equipment, furnishings and vehicles to Continental
Plants Corp., an industrial auctioneer based in Beverly Hills,
Calif., for $255,000. Continental, in turn, plans to sell the
assets at a May 3 auction.

"We'll open the plant for inspection the day before the auction.
Interested bidders can also check out our Web site at
www.conplants.com," said Randy Fridkis, a vice president of
Continental Plants.

American Laminates, which operated a 92,000-square-foot plant at
3200 Fairfax Trafficway in the Fairfax Industrial District,
closed shortly after filing for bankruptcy Feb. 11. The company
had liabilities of $4.7 million, including $2.5 million owed to
Wells Fargo Business Credit Inc.

American Laminates had 20 full-time employees at the time of the
filing, down from more than 100 a couple of years ago, when it
had estimated sales of $10 million to $20 million.

The closely held company was founded 30 years ago and was owned
by members of the Barksdale family. The company made display and
storage products, custom-made countertops and other store
fixtures for large retail chains such as Sears and Wal-Mart.

In court filings, American Laminates cited aggressive cost
cutting by those chains as a reason for its financial
difficulties. After exhausting its equity and cash sources, the
company filed for Chapter 11 bankruptcy in a last-ditch attempt
to maximize its value as a going concern.

Nearly $52,000 of the proceeds from the sale to Continental
Plants will be distributed to Wells Fargo. $57,000 will go to the
U.S. Small Business Administration, which held a first-security
interest in the assets. The balance will be paid to various
unsecured creditors.

Grubb & Ellis/The Winbury Group is attempting to lease the
building that housed the plant. The building is owned by a
Beverly Hills-based partnership unrelated to Continental Plants.


AURORA FOODS: Class Action Commenced By Purchasers
--------------------------------------------------
Last week at the United States District Court, Northern District
of California, Sirota & Sirota LLP, has filed a class action on
behalf of the purchasers of the common stock of Aurora Foods,
Inc. (NYSE: AOR) between April 28, 1999 and February 17, 2000
inclusive (the "Class Period").  The complaint alleges that the
company and its officers or directors has falsified documents
regarding Aurora's financial condition and performance
during the Class Period.

The complaint alleges that Aurora materially understated its
expenses in violation of Generally Accepted Accounting
principles. As a result, on February 18, 2000, Aurora was forced
to announce that it would take a non-cash charge which would
result in "material reduction in earnings for 1999 and possibly a
small loss."

If you purchased Aurora stock during the Class Period and wish to
obtain further information, contact:

Saul Roffe, Esq. Howard B. Sirota, Esq. Sirota & Sirota LLP 110
Wall Street New York, New York 10005 (212) 425-9055 (212) 425-
9093 (fax)

or visit our website at www.sirotalaw.com. Please be advised that
if you wish to move the court to be appointed lead plaintiff, you
must do so by April 24, 2000.

Sirota & Sirota LLP has extensive experience and has been
involved, prosecuted numerous actions, and been appointed lead
counsel for numerous actions involving securities fraud.  


BUCKEYE EGG: Fly Infestations May Force It into Bankruptcy
----------------------------------------------------------
Buckeye Egg, Newark, Ohio, the nation's fourth largest egg
distributor, was ordered to reduce fly infestations that
neighbors complained interfered with their everyday activities,
the Associated Press reported. The company, which operates
several barns in Ohio and ships to restaurants and groceries in
20 states, was ordered to take steps to eliminate the problem
within 90 days, although the judge did not specify a penalty.
Further, the judge prohibited construction permits for new egg
facilities until the steps are taken and ordered the company to
monitor fly populations. The company said that although it plans
to follow environmental laws, implementing all of the steps could
force it into bankruptcy. The action is part of a lawsuit the
state filed Dec. 1 that accused the company of dumping dead
chickens in a field, polluting creeks and causing infestations of
flies and other insects. Buckeye Egg has 15 million chickens that
produce 2.4 billion eggs a year, 4 percent of the nation's total
production. (ABI 14-Apr-00)


CHECKERS DRIVE-IN: Restaurants Sold To Pay Off Debt
---------------------------------------------------
In a report circulated by The Courier-Journal, Checkers Drive-In
Restaurants Inc., which merged with Rally's last August, has been
selling off company-owned restaurants, 135 stores in the last
three months, to beat a June 15 deadline for retiring what
recently was as much as $ 52 million in debt.

Checkers CEO Daniel Dorsch told The Courier "We're buying back
bonds every single day." He also said "we're going to start
growing company stores again in our fewer markets and require
franchisees to build as well."  The company has "a couple of
lenders that want to do what's necessary" to make up the rest of
the bonded debt and allow the company to continue past June,
Dorsch added.


CRIIMI MAE: Reports Results For Fourth Quarter and Year-End
-----------------------------------------------------------
CRIIMI MAE Inc.,Inc., (NYSE: CMM) the commercial mortgage company
that filed a voluntary petition to reorganize under Chapter 11 of
the U.S. Bankruptcy Code on October 5, 1998, today reported
results for the fourth quarter and the year ended December 31,
1999 under both generally accepted accounting principles (GAAP)
and on a tax basis.  

CRIIMI MAE's 1999 results included a net loss under GAAP compared
to net income in 1998 and a reduction in tax basis earnings
compared to 1998.  Under GAAP, net loss to common shareholders
for the year ended December 31, 1999 was approximately $132.4
million, or a net loss of $2.45 per basic and diluted share.  
This compares with the prior year's net income of approximately
$35.4 million, or net income of 75 cents per basic share and 74
cents per diluted share.  

For the fourth quarter of 1999, the net loss under GAAP was
approximately $151.9 million, or a net loss of $2.72 per basic
and diluted share.  This compares with a net loss for the prior
year's fourth quarter of approximately $11.7 million, or a net
loss of 23 cents per basic and diluted share.  

In February 2000, CRIIMI MAE completed the sale
of a portion of the CMBS Sale Portfolio to Morgan Stanley.  The
Company is currently engaged in discussions regarding the
potential sale of the remainder of the CMBS Sale Portfolio.  
Applicable losses on the CMBS Sale Portfolio on a tax basis will
be recognized at the time of sale.  

Tax basis income available to common shareholders for the year
ended December 31, 1999 (after accrual of approximately $5.8
million for dividends to preferred shareholders) was
approximately $31.7 million, or 57 cents per share, compared with
approximately $66.7 million, or $1.38 per share, for 1998.  Tax
basis income declined for 1999 compared to 1998 primarily due to
a $36.3 million realized loss in the third quarter of 1999
resulting from the sale of unsecuritized mortgage loans
originated under the Citicorp Real Estate, Inc. mortgage loan
conduit program.  

Tax basis income available to common shareholders for the fourth
quarter of 1999 was approximately $18.0 million, or 32 cents per
share, compared to approximately $9.4 million, or 18 cents per
share for the same period of 1998. The increase primarily
resulted from realized losses of approximately $4.5 million due
to the impact of financial market volatility on a hedge position
in the fourth quarter of 1998, and the Company wrote off net
deferred costs of $3.3 million during 1998 associated with loans
originated through its two mortgage loan conduit programs that it
no longer intended to securitize.  
   
CRIIMI MAE's shareholders' equity decreased to approximately $219
million ($2.75 per diluted share) at December 31, 1999, from
approximately $308 million ($4.89 per diluted share) at December
31, 1998.  

The decrease in shareholders' equity during 1999 primarily
resulted from a decrease in the fair value of the Company's
portfolio of CMBS and insured mortgage securities.  

The Bankruptcy Court has scheduled a hearing for April 25 and 26,
2000 on approval of the Disclosure Statement.  Once the
Disclosure Statement has been approved by the Bankruptcy Court,
the Plan, together with the Disclosure Statement and appropriate
ballots, will be sent to all impaired creditors and equity
security holders for acceptance or rejection.  


DOW CORNING: Government Delays Emergence from Chap 11 Protection
----------------------------------------------------------------
According to a report in The Detroit News, the company's court-
approved reorganization plan, which commits $ 3.2 billion to
settle tens of thousands of implant claims that forced Dow
Corning's Chapter 11 filing, raised objections from the Justice
Department attorneys.  The government urges the company to
determine first which claimants received federally financed
medical care before it can emerge from bankruptcy protection,
relates The Detroit News.


FACTORY CARD OUTLET: Seeks Extension of Exclusive Periods
-----------------------------------------------------------------
The debtors, Factory Card Outlet Corp. and Factory Card Outlet of
America, Ltd., seek approval of an extension of the exclusive
periods during which the debtors may file a plan of
reorganization and solicit acceptances thereof.  A hearing on the
motion will be convened on April 26, 2000 at 12:30 PM before the
Honorable Joseph J. Farnan, Jr., US District Court for the
District of Delaware, 844 King street, Wilmington, DE.

The debtors believe that with a 60 day extension of the exclusive
periods, they will reach an agreement with a third party which
will contemplate a significant cash investment in the reorganized
debtors that will be the basis for a feasible plan of
reorganization, and that they will negotiation such plan with the
creditors' committee and file the plan with the court.

The debtors request an extension of their exclusive filing
periods and their exclusive solicitation period to and including
June 16, 2000 and August 18, 2000, respectively.


GULF STATES: Union Rejects Contract Offer
-----------------------------------------
According to the bankrupt company's chairman and chief executive
officer Robert Schaal of Gulf States Steel, the future of the
company is "extraordinarily uncertain" after union members
rejected its latest contract offer, The AP reports.

The contract, which calls for increases in life insurance,
unemployment benefits and vacation benefits, is the key to
qualifying for a $ 130 million loan backed by the Emergency Steel
Loan Board that would help the company emerge from bankruptcy.

Schaal, who was surprised and disappointed at the outcome, says
that getting out of bankruptcy without the loan guarantee "would
be a difficult and long road without some sort of assistance -
not impossible but very difficult," recalls The Associated Press.


MICROAGE INC: Files Chapter 11 Petition For Restructuring
---------------------------------------------------------
MicroAge, Inc. (NASDAQ:MICA) announced that, to facilitate the
restructuring necessary to continue its transformation into a
business-to-business (B2B) technology solutions provider, the
Company and certain subsidiaries have filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code.

In conjunction with the filing, MicroAge has received a
commitment from a group of financial institutions led by
Citibank, N.A. for$225 million in debtor-in-possession (DIP)
financing. The DIP financing facility, which is subject to Court
approval, is expected to provide adequate funding for all
post-petition trade and employee obligations, as well as the
Company's ongoing operating needs during the restructuring
process.

"The actions we have taken today, as painful as they are, will
allow us to accelerate the transformation of the Company to
effectively compete in the digital marketplace," said Jeffrey D.
McKeever, Chairman and Chief Executive Officer. "Over the next
several weeks and months, MicroAge will make the changes
necessary to meet the demands of the dynamically changing
computer industry. Business will go on as usual, and MicroAge
will continue to operate without interruption. The quality
standards we've been known for in the past remain important to
our future. Our customers can continue to expect our ongoing
commitment to fulfilling their needs.

"During the past few months," McKeever continued, "the Company
has taken significant steps to consolidate support functions for
its two largest business units and to streamline its operations,
which is expected by the end of the current quarter to reduce
operating expenses by $164 million on an annualized basis. We
recently introduced industry-leading e-commerce solutions and
formed a separate e-business subsidiary, Eleris, specializing in
the development of B2B e-commerce procurement solutions."

McKeever said that in February, MicroAge restructured its
management team, appointing Christopher J. Koziol to the
positions of president and chief operating officer to head
strategic development and day-to-day operations of the
Company.

"The new business model that we have developed will allow
MicroAge to respond to the rapidly changing marketplace," Koziol
stated. "MicroAge is evolving to serve the needs of businesses in
a connected economy. This reorganization will allow us to focus
on our strategic initiatives to become a leader in e-commerce
and will expand our ability to unleash exciting new technologies.
As we retool our operations, MicroAge will have the ability to
deliver technology products and services more efficiently and
effectively than ever before."

McKeever noted that the decline in the Company's sales during the
first quarter, predominantly related to a lack of client demand
associated with Year 2000 concerns, resulted in constraints by
the Company's lenders and a tightening of credit terms from its
vendors; this made it more difficult to obtain sufficient product
at prices and terms necessary to successfully meet customer needs
and demand. "The new DIP financing and the priority status the
Bankruptcy Court affords to payment for post-petition purchases
of goods during this process should facilitate improved trade
terms with our vendors," McKeever said.

McKeever said that the Company is in contact with a number of its
major vendors and "we expect them to support the Company during
this process. We are encouraged by our new business model and the
advantages it provides. We are confident that these changes will
provide the foundation for our future success."

The Company filed Chapter 11 petitions in the U.S. Bankruptcy
Court for the District of Arizona in Phoenix for MicroAge, Inc.
and its principal subsidiaries, including Pinacor, Inc. and
MicroAge Technology Services, L.L.C.

MicroAge, Inc., a Fortune 500 company, is a global provider of
efficient technology solutions. The Company is composed of
information technology businesses that deliver technology
infrastructure solutions through ISO 9001-certified, multi-vendor
integration services and distributed computing solutions to large
organizations and computer resellers worldwide. The Company
does business in more than 40 countries and offers over 250,000
products from more than 1,000 vendors backed by a suite of
technical, financial, logistics and account management services.


NEUMAN DISTRIBUTORS: Owes More Than $100 Million in Debts
---------------------------------------------------------
According to a report in The Record (Bergen County, NJ)
On April 13, 2000, Neuman Distributors owes more than $ 100
million in combined debts to Merck, Novartis, Pfizer, Schering-
Plough, and nearly every other major pharmaceutical  
manufacturer, according to U.S. Bankruptcy Court filings in
Newark.

1 NEW3 Franklin Lakes millionaire Samuel Toscano Jr. has owned
Neuman since 1979, transforming it from a tiny drug supply
warehouse in Paterson to a $ 2 billion distributor of
pharmaceuticals and medical devices to thousands of New York-area
hospitals and independent pharmacies.

Moonachie-based Neuman filed for Chapter 11 bankruptcy protection
Friday, laying off about 170 remaining workers. A skeleton staff
of managers remains on hand to sort through a mess that
eventually may force the company to liquidate. Its 330,000-
square-foot automated warehouse, completed last year at a cost of
$ 20 million, sits dormant across from Teterboro Airport.

An assistant to Toscano said that in January, Neuman asked its
creditors to help it form an out-of-court reorganization plan,
but ultimately the creditors and others did not support it.

Neuman had grown rapidly before 1999, acquiring several competing
drug distributors in the Eighties and Nineties, and diversifying
into different areas of health services in the last five years.
In 1990, Neuman acquired James Wholesale Drug in Rahway along
with its home health care subsidiary, Home Health Care of New
Jersey. Four years later, Neuman bought OCP-America (formerly
Ketchum Distributors), becoming the largest independent pharmacy
distributor in the country with sales exceeding $ 1 billion. In
1996, Neuman acquired Advantage Pharmacy, the retail buying
cooperative of the New Jersey Hospital Association, then
purchased Drug Guild a year later.

Forbes magazine named 1 NEW3 Neuman one of the top 500 privately
held companies in the United States for five straight years. The
magazine dropped Neuman from the list in 1999.


NEW ROCHELLE: Case Summary and 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:   New Rochelle Ford, Inc.
          A New York Corporation
          200 Main Street
          New Rochelle, NY 10801

Type of Business: Operates an automobile dealership engaged in
selling and servicing new and used Ford automobiles.

Petition Date: April 5, 2000     Chapter 11

Court: Southern District of New York

Bankruptcy Case No.: 00-20235

Judge: John J. Connelly

Debtor's Counsel: Gary Ettelman
                                  Ettelman & Hochheiser, P.C.
                                  100 Quentin Roosevelt Blvd.
                                   Garden City, NY 11530
                                   Phone: (516) 227-6300
                                   Fax: (516) 227-6307
                                   Email: gettleman@e-hlaw.com

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

14 Largest Unsecured Creditors

HSBC Bank  USA
140 Broadway
New York, NY 10005                    $ 8,000,000

Ford Motor Company
660 White Plains Rd
Tarrytown, NY 10591                   $ 500,000

Dejay Realty                          $ 185,000
Battery Craft                         $ 28,628
Town Motors                           $ 17,532
Kea Advertising                       $ 14,075
Con Ed                                $ 7,375
Security First                        $ 7,310
Bell Atlantic                         $ 7,278
Auto Sunroof                          $ 4,973
American Express                      $ 4,699
Shoreline Oil                         $ 4,460
Ford Motor Credit Co.                 $ 4,176
Hesco                                 $ 3,796


PLANET HOLLYWOOD: Wilbur Ross to Invest in Chain
------------------------------------------------
The investor Wilbur Ross told The New York Post that he and CIT
Group would invest $15 million in the movie-theme restaurant
chain.  He also said it might emerge from bankruptcy protection.


PRISON REALTY: CCA To Move Its Inmates
--------------------------------------
Prison Realty Trust Inc. and its sister company Corrections
Corporation of America express recently that they lost a total of
$ 265 million in 1999 in a report obtained by the Telegraph-
Herald. Their auditors says "substantial doubt about the ability
of either company to continue as a going concern."

CCA, which houses more than 3,900 inmates, has a possibility to
be moved, Department of Corrections Secretary Jon Litscher told
the Telegraph-Herald was one of their agency's contingency plans.
"We would have to look at where our beds are and where they could
be in an emergency situation," Litscher said, declining to
disclose those plans for security reasons.


RIGCO NORTH AMERICA: Court Approves Sale of FPS Laffit Pincay
-------------------------------------------------------------
The US Bankruptcy Court for the Southern District of Texas
entered an order authorizing the sale of FPS Laffit Pincay,
to Energy Equipment Resource, Inc., or a company to be nominated
by them for US $28.5 million.


TAMBORIL CIGAR: Announces Chapter 11 Filing
-------------------------------------------
Tamboril Cigar Co. (OTC Bulletin Board: SMKEE), a manufacturer
and marketer of premium hand-rolled cigars, announced today that
the Company has filed a voluntary petition for Chapter 11 relief
in Miami, Florida, for the Company and two of its subsidiaries.  
The Company filed for Chapter 11 relief to
seek a financial reorganization, to move forward and remain a
going concern. The Company's decision to file for Chapter 11
reorganization resulted from various factors including
deteriorating economic conditions in the cigar and tobacco
industry.

Under Chapter 11, the Company and these subsidiaries will
continue to operate their businesses in the ordinary course under
the protection of the bankruptcy court while seeking to finalize
a plan of reorganization to implement its anticipated
restructuring.  In that regard, the Company anticipates filing a
plan of reorganization within approximately 10 days.  The plan is
subject to review and approval by the Company's creditors and
stockholders as well as the bankruptcy court.


TIMESTONE CAPITAL: Case Summary
-------------------------------
Debtor: Timestone Capital, Inc.
        c/o Corporation Trust of Nevada
        6100 Neil Rd. Suite 500
        Reno, NV 89511
        
        Mailing Add:
        PO Box 8244
        Wichita, KS 67209

Petition Date: April 11, 2000   Chapter 11

Court: District of Nevada

Bankruptcy Case No.: 00-12587

Judge: Linda B. Riegle

Debtor's Counsel: Gregory A. Koppe
                  Koppe & Koppe
                  530 S. Third Street
                  Las Vegas, NV 89101
                  (702) 382-3553

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


TOWER AIR: Committee Objects To Extension For Filing Schedules
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tower Air, Inc.
object to the debtor's motion for additional time to file
schedules and statement of affairs.  On March 13, 2000, the
Office of the United States Trustee appointed GE Aircraft
Engines, Pratt & Whitney, a division of United Technologies
Corp., Texaco Inc., the Association of Airline Pilots, Inc., SC
International, Inc. and the Port Authority of New York and New
Jersey(ex officio) as the Creditors' Committee.  The Committee
selected the firms of Holland & Knight lLP and Blank Rome Comisky
& McCauley LLP as its counsel.

The Committee states that the information contained in the
debtor's schedules and statement of affairs are critical to the
committee and others.

The Committee claims that it is not in a position to take an
informed position on DIP financing because of its lack of
information, and the Committee asks that the court deny the
motion for extension.


TULTEX: Russell To Purchase of DISCUS
-------------------------------------
The United States Bankruptcy Court for the Western District of
Virginia has approved the sale of the worldwide rights to the
DISCUS and DISCUS Athletic brands from Tultex Corporation to
Russell Corporation (NYSE:RML). The transaction, valued at
$2,750,000, will be completed before the end of April.

With worldwide rights, Russell intends to use the DISCUS brands
in both its domestic and international operations. Preliminary
work has begun on marketing opportunities in both areas.

"While we are still in the early stages of development, DISCUS
will certainly help enhance our portfolio of brands and offer
access to new consumer segments," said Jack Ward, chairman,
president and CEO. "The acquisition of the DISCUS brands further
illustrates our efforts to develop and penetrate markets that
provide opportunities for additional business growth."

The company announced in March that it had signed an agreement to
acquire the apparel operations of Haas Outdoors, Inc. and will
create the Mossy Oak Apparel Company to strengthen its position
in the outdoor apparel market.

Russell Corporation is an international branded apparel company
specializing in activewear, casualwear and athletic uniforms. Its
major brands include Russell Athletic, JERZEES and Cross Creek.
The Company's common stock is listed on the New York Stock
Exchange under the symbol RML.


TURBODYNE TECHNOLOGIES: Reports Financial Results
-------------------------------------------------
Turbodyne Technologies Inc. (EASDAQ:TRBD) reported financial
results for the fiscal year 1999, ended Dec. 31, 1999.

Revenues for the year ended Dec. 31, 1999, were $50,218,161,
compared with revenues of $40,858,000 for the year ended Dec. 31,
1998, an increase of $ 9,360,161, or 22.9 percent. Revenues in
the Light Metals Division for 1999 were $48,503,000, compared
with$40,135,000 in 1998. Revenues in the Engine Technology
Division for 1999 were $1,715,161, compared with $723,000 in
1998. Turbodyne's Light Metals Division accounted for 96.6
percent of total sales for 1999, compared with 98.2 percent of
total sales in 1998.

Gross profit for fiscal 1999 decreased to $3,787,963, or 7.5
percent of sales, compared with $5,033,000, or 12.3 percent of
sales, for fiscal 1998, a decrease of $1,245,037, or 24.7
percent. Gross profit for these years was primarily attributable
to the Light Metals Division. The reduction in gross profit for
fiscal 1999 primarily is attributable to two factors: the
extraordinary costs associated with the relocation, consolidation
and modernization of the Light Metals Division, and the shift in
product mix from aftermarket wheel sales with higher gross
margins to engine component sales with lower gross margins.

Net loss for fiscal 1999 was $35,988,896, or 88 cents a share, an
increase of $5,955,896, compared with a loss of $30,033,000, or
88 cents a share, in 1998. The fully diluted weighted average
shares outstanding for the year was 40,952,987, compared with
34,232,000 a year ago.

Cash used in operating activities for fiscal 1999 and 1998
was$10,458,798 and $18,269,000, respectively.

The company has suffered a net loss in each of the last four
years resulting in an accumulated deficit of $90,257,896 at Dec.
31, 1999. The report of the company's independent auditor notes
that there is substantial doubt about the company's ability to
continue as a going concern.

Gerhard E. Delf, president and chief executive officer, noted:
"1999 was a challenging year for Turbodyne as we implemented a
significant restructuring of our operations. However, we enter
the new millennium with a renewed focus on our core research and
development competence and the product development and marketing
strength of our recently announced joint development partner,
Honeywell International Inc., a leading turbocharger
manufacturer."

During 1999, the company significantly restructured its
operations to focus its resources on research and development of
products using the company's technology. The principal elements
of the restructuring are:

The company sold the assets of the Light Metals Division, which
accounted for 96.6 percent of total sales and 92.6 percent of
gross profit for 1999, in a Chapter 11 bankruptcy proceeding.

The company closed its offices in London, England; Paris, France;
New York, New York; and Encinitas and Woodland Hills, Calif., and
reduced the number of employees at its headquarters from 101 to
58.

The company made substantial changes in management to emphasize
research and development for the Dynacharger(TM) and the
Turbopac(TM) product lines.

The company has sought to settle many of the lawsuits and claims
against it.

The company raised an aggregate of $15,615,000 in capital,
including issuance of stock options to employees and non-
employees for services equal to $ 4,618,000, to finance the
restructuring of its operations and continued research
and development.

The company shifted its emphasis from aftermarket applications to
automotive original equipment manufacturers ("OEMs") for its
Dynacharger(TM) product line and its Turbopac(TM) product line.

The company entered into joint development and license agreements
with Honeywell Turbocharging Systems, a division of Honeywell
International Inc. (formerly "AlliedSignal Inc."), a leading
manufacturer of turbochargers ("Honeywell"), under which the
company and Honeywell jointly will continue the development of
the Dynacharger(TM) and Turbopac(TM) product lines for production
for the automotive industry.

The company and Honeywell jointly are seeking to establish
additional strategic relationships.

Turbodyne Technologies Inc. is a leading engineering company in
the design and development of charging technology to enhance the
performance of internal combustion engines. The company's
technology is based upon DC/AC, very high-speed, high-powered,
electronically commuted electric motors, in the design and
development of which the company is a leader.

Turbodyne's headquarters is located in Carpinteria; the European
business location is Frankfurt, Germany. Additional information
about the company is available on the Internet at
http://www.turbodyne.com.


UNITED ARTISTS: In Default Under Certain Covenants With Lenders
---------------------------------------------------------------
United Artists Theatre Company announced its results
for the 52 weeks ended December 30, 1999.

Consolidated revenue for 1999 was $631.4 million, versus $662.5
million for the year ended December 31, 1998. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was $61.3
million in 1999, versus the $87.9 million reported in 1998.
United Artists' net loss available to common shareholders
increased to $127.3 million for 1999 from the 1998 net loss of
$98.0 million reflecting the lower EBITDA and a $25.3 million
increase in asset write-offs and lease termination costs.
Excluding the effect of the asset write-offs and lease
termination costs, the 1999 net loss available to common
shareholders increased slightly to $65.7 million as compared to
$61.7 million in 1998.

The Company said that operating income was adversely impacted in
1999 by the unprecedented level of new construction by its
competitors in certain of its markets and by charges of $61.6
million for asset write-offs and lease termination costs relating
to unprofitable theatres, many of which are being held for sale
or have been closed. Net income available to common shareholders
was also adversely impacted in 1999 by an increase in interest
expense relating to higher market interest rates and higher
average debt balances.

The Company said that, upon certification of its 1999 financial
results to its senior lenders, it will be in default of certain
covenants of its senior secured credit facility. As a result of
these anticipated covenant defaults, the decline in EBITDA and
tightening liquidity situation, the Company has initiated
discussions with its senior secured lenders to develop a plan to
restructure and recapitalize the Company. On April 12, 2000, the
senior secured lenders blocked the $12.3 million interest payment
on the Company's$275 million subordinated debt due on April 15,
2000. The Company intends to present a consensual
recapitalization plan to its subordinated lenders once a plan has
been approved by the senior secured lenders. The Company has
engaged as financial advisors, Houlihan Lokey Howard & Zukin, and
as legal counsel, Kirkland and Ellis, to assist with its
restructuring plan.

Commenting on its 1999 results, Kurt Hall, President and Chief
Executive Officer, said: "We are obviously very disappointed with
our overall operating results. While the underlying fundamentals
of the business remain sound, our results have been negatively
impacted by the race to gain market share by several of our
competitors. This over-spending and aggressive building by our
competitors outside of their key market positions has resulted in
lower revenue per screen, reduced operating margins, higher
financial leverage, and very low returns on invested capital for
the industry in general."

Mr. Hall continued: "Despite this unfavorable competitive
environment, we have made progress in several areas of our
operating and investment plan. During the year, we improved our
concession sales margins, successfully controlled non-film
operating costs, and improved the performance of our Satellite
Theatre Network and In-Theatre Advertising businesses. In
addition, we closed 40 of our underperforming theatres (205
screens) and have made significant progress in early 2000 with
respect to our plan to dispose of 55 additional under-performing
theatres (371 screens). We continue to invest prudently to defend
and, where necessary, expand in our existing core market
positions. During 1999, we retrofitted three theatres (36
screens) with stadium seating, opened three new stadium theatres
(37 screens), and started construction on an additional theatre
(15 screens plus an IMAX) in Philadelphia. While our capital
spending is significantly below that of our competitors, this
more focused approach, combined with our disposition program,
resulted in admissions per screen results compared to 1998 that
out-paced industry results."

Mr. Hall concluded by saying: "As there are signs that the level
of industry capital spending is slowing rapidly, I am hopeful
that the number of industry screens will be reduced to a level at
which the industry can once again become profitable. We believe
that after this period of industry asset and debt restructuring,
same-theatre results will stabilize, and industry market
valuations will be restored to historical levels. The discussions
we have initiated with our senior secured lenders, if completed,
will provide a stronger asset base and create a more appropriate
capital structure with the liquidity required to pursue our
focused investment and operating plan. With a restructured
balance sheet, the Company will be well positioned to capitalize
on the industry rationalization, improved operating fundamentals
and industry market valuation recovery."

United Artists is a leading operator of motion picture theatres
with 2,018 screens in 283 locations. United Artists is privately
held with publicly traded debt securities. UATC leases certain
properties from a third party that has issued publicly traded
pass-through certificates.


UNITED HEALTHCARE: Seeks To Fix Administrative Claim Bar Date
-------------------------------------------------------------
The debtor, United Healthcare System, Inc. seeks a court order
fixing the bar date for filing proofs of Chapter administrative
claim, and approving form and manner of notice to be provided to
creditors.  A hearing date is set for April 27, 2000 at 10:00 AM.


VENCOR: Announces Amendment To DIP Financing
--------------------------------------------
Vencor, Inc. announced that it has agreed with its
lenders to amend  the Company's DIP Financing, primarily to
revise a financial covenant regarding the Company's minimum net
amount of accounts receivable. As previously reported, the
Company was not in compliance with this accounts receivable
covenant at December 31, 1999. In the Amendment, the lenders also
waived all events of default regarding this accounts receivable
covenant that occurred prior to the date of the Amendment. As of
April 12, 2000, the Company had no outstanding borrowings under
the DIP Financing.

Vencor and its subsidiaries filed voluntary petitions for
protection under Chapter 11 with the United States Bankruptcy
Court for the District of Delaware on September 13, 1999.

Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.


                     *********

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 * * *