TCR_Public/000420.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 20, 2000, Vol. 4, No. 78


ATRIUM COMPANIES: Moody's Takes Rating Actions On Debt Securities
CLARK MATERIAL: Court Approval for Up to $45 M DIP Financing
CLARK MATERIAL: To Close Forklift Plant; Cut 400 Jobs

DIAMOND COMPANY: McKenzie Bay Purchases Outstanding Shares
DOCTORS HOSPITAL: Case Summary 20 Largest Unsecured Creditors
DREAM TEAM: Files For Chapter 11 Protection
DYNEX CAPITAL: Sr. Unsecured Lowered To "C"
ELA MACHINE: Case Summary and 20 Largest Unsecured Creditors

EXCELSIOR-HENDERSON MOTORCYCLE: Hearing on Disclosure Statement
GANTOS: Receive Approval To Sell Store Inventories and Assets
HARNISCHFEGER: Metso Acquires Beloit's Assets
HARRISBURG EAST MALL: Discusses Sale of Mall
HARVARD PILGRIM: Explains Turnaround Plan During Public Hearing

LOEWEN: Seeks To Sell Real Property in Raleigh, NC
LOEWEN: Seeks To Sell Property In Toledo, Ohio
MARTIN COLOR-FI: Hearing on Disclosure Statement
MCCI HOLDINGS: Case Summary and 17 Largest Unsecured Creditors
MEDICAL RESOURCES: Files Pre-Negotiated Plan of Reorganization

MICROAGE INC: Case Summary and 4 Largest Unsecured Creditors
MICROAGE INC: Receives Court Nod For Key Financing Package
MICROAGE L&D: Case Summary
MTS HOLDING: Case Summary

NEW AMERICAN: Files Voluntary Petition For Bankruptcy
PRIME RETAIL: Online Shopping Mall Shut
R.G. MOORE: Chapter 11 Filing Prevented Property Auction
ROBERDS: Buckhead Location To Close
SAFETY COMPONENTS: Reaches Terms For Capital Resturcturing

SOLV EX: Court Finds for SEC
SOUTHERN PACIFIC: S&P Lowers Certificate Ratings
VENCOR INC: Agrees With Lenders To Amend DIP Financing
WISER OIL: Special Meeting of Stockholders Set For May 16


The Commercial Appeal reports last April 13, that Access,
TennCare's second-largest MCO with enrollees of 300,000, still
cannot pay claims from doctors, hospitals and other health
providers. State officials expressed a growing concern for the
company's viability.

DCI officials made a "comprehensive review" of the troubled MCO
under the terms of the eight-page "letter of examination" giving
access to all its financial records including assets that had
been transferred for the past three years, The Appeal reported.
The agreement also states that bonuses, shed assets, withdraw
funds or lend, invest or transfer assets is not possible unless
it has the state officials' permission.

ATRIUM COMPANIES: Moody's Takes Rating Actions On Debt Securities
Moody's Investors Service downgraded the debt ratings of Atrium
Companies, Inc. ("Atrium") $225.5 million secured credit facility
to B1 from Ba3 and the following ratings were confirmed: the B3
rating of its 10.5% $175 million senior subordinated notes, due
2009, and the B2 issuer rating. Moody's also assigned a "caa"
rating to the new $60 million preferred stock. The ratings on
Atrium Corporation's (the parent company of Atrium) $45 million
senior discount debentures were withdrawn as they were converted
to straight common equity of Atrium. The senior implied rating is
confirmed at B1with a stable outlook. The review was prompted by
the acquisition of Ellison Windows and Doors and Ellison
Extrusion Systems, Inc., a leading extruder and manufacturer of
windows, located in North Carolina.

The ratings reflect Atrium's substantial leverage, significant
negative tangible equity after the Ellison acquisition, and a
weaker balance sheet with negligible retained earnings after
recapitalization in October 1998. It also reflects its
acquisitive strategy, the consolidation challenges it faces from
acquiring Ellison, and the cyclicality of the housing industry.

Mitigating these concerns are the company's ability, after the
merger, to offer a full range of window and doors throughout the
United States, extending into the Southeast from Ellison. The
company also has a good 12% return on assets. The combined
company will benefit from cross-selling, improved purchasing and
logistics, consolidation of some operations, and a more balanced
distribution between new construction and repair and remodeling
markets. In addition, Atrium has strengthened the management team
with its new CEO Frank Sheeder, and with Ellison's president,
Doug Cross.

The B1 rating of the bank facility also reflects its secured
position, the collateral package supporting the facility, and the
unconditional guarantee by all of Atrium's existing and future
subsidiaries. The B3 ratings of the senior subordinated notes
reflect their contractual and effective subordination to
borrowings under the $225.5 million secured credit facility. The
"caa" rating of the preferred stock reflects their contractual
and effective subordination to borrowings under the bank facility
and the senior subordinated notes.

Atrium has entered into a senior secured credit agreement, with
Merrill Lynch as agent, for $225.5 million, comprised of a $50
million revolver, due June 2004, priced at LIBOR plus 3.00%; a
$82.3 million Term Loan B, due June 2005, priced at LIBOR plus
3.25%; and a $93.2 million Term Loan C due June 2006, priced at
LIBOR plus 3.50%.

In March 2000 Atrium acquired Ellison of Welcome, North Carolina
for $125 million (7.0 times multiple of 1999 pro forma EBITDA).
Ellison compliments Atrium's strategy by giving Atrium a leading
position in the vinyl window market, a presence in the Southeast,
increased repair and remodeling business, and to become
vertically integrated into vinyl extrusion. It also provides
additional distribution, in particular Lowes, one of the largest
home improvement retailers.

Atrium's book equity, after the proposed offering, will be $151
million, but after subtracting goodwill, it becomes a negative
$227 million. Total debt will be $412 million (including
preferred) on pro forma 12 month sales ending December 31, 1999,
of $617 million, and total assets of $575 million. Moody's notes
intangibles make up 66% of total assets; however, it should be
noted as a result of a good return on assets Moody's believes the
intangibles have value.

Leverage is high, with the ratio of total debt to capitalization
equaling 81%, while pro forma debt (including preferred)-to-
adjusted EBITDA is 5.7 times. Interest coverage is weak, pro
forma ending December 31, 1999, with adjusted EBITDA minus CAPEX
covering cash interest 1.7 times (does not include non cash
interest of preferred).

Current management has done a good job growing the company,
integrating acquisitions, and operating in a leveraged
environment. Moody's believes bringing on the new CEO and the new
COO of the vinyl division will only enhance the management team.

CLARK MATERIAL: Court Approval for Up to $45 M DIP Financing
CLARK Material Handling Company announced that it received court
approval on an interim basis of for up to $45 million of debtor-
in-possession financing from Congress Financial Corporation.  The
financing will increase to up to $50 million upon entry of a
final order from the bankruptcy court.  Dr. Martin M. Dorio, Jr.,
Chairman and Chief Executive Officer stated, "With this financing
now in place, CLARK is well-positioned to receive all goods and
services from its vendors and to pay for them on a timely basis,
to fulfill the needs of its dealers and customers, and to move
forward competitively in its markets.  The financing sends a
clear message to our vendors that CLARK will meet its post
Chapter 11 filing obligations.  It also makes a clear statement
to our dealers that CLARK has the financial resources to meet
their needs by providing the quality products and services they
require.  Obtaining and receiving approval for this financing
represents an important step in the initial stage of the CLARK
Material Handling Company reorganization process."

CLARK MATERIAL: To Close Forklift Plant; Cut 400 Jobs
Clark Material Handling Co. filed for bankruptcy protection and
announced it plans to close a forklift manufacturing plant here
and eliminate 400 jobs, the company said Monday.

Clark has been hobbled by debt, overexpansion, inventory problems
and a glitch-ridden e-commerce system that led to the Chapter 11
bankruptcy filing, said company President Marty Dorio.

The Lexington plant on Trade Street will close by the end of the
year and management and support staff will move to the company's
sales and engineering building on Short Street, the company said.

No jobs will be eliminated for at least 30 days and severance
packages have not been determined, the company said.

Clark employs about 1,400 people worldwide, with about 500 in

The company listed $349 million in net assets and $374 million in
net liabilities in court papers filed in U.S. Bankruptcy Court in
Delaware, the Herald-Leader reported in a story published today.

Clark has $150 million in outstanding bond debt, costing the
company $16 million annually, the company said.

Clark will meet future debts with a $45 million loan from
Congress Financial, Dorio said in a letter to suppliers.

Closing its Lexington plant will save $10 million annually, the
company said.

In March, the company cut 50 jobs from its Lexington operations
as it consolidated engineering work in Korea and Germany.

World Access, Inc. has signed a definitive merger agreement with
Communication TeleSystems International d/b/a WorldxChange
Communications, a private multinational telecommunications
service provider.  Operating 45 switches in 12 countries,
WorldxChange offers an array of telecommunications services
concentrating on the needs of its business and residential
customers. WorldxChange generated pro-forma revenues in 1999 of
approximately $600 million, through its primary operations in
North America, Germany, the United Kingdom, France, the
Netherlands, Belgium, Australia and New Zealand.

Under the terms of the agreement, shareholders of WorldxChange
will receive approximately 31 million shares of World Access
common stock, subject to adjustment under certain circumstances.
In addition, World Access will assume approximately $225 million
in WorldxChange debt. The transaction, which is expected to close
by the end of the second quarter, is subject to, among other
things, certain regulatory approvals and the approval of the
shareholders of World Access and WorldxChange. The merger
is intended to qualify as a tax-free reorganization, and will be
accounted for as a purchase transaction.

World Access has agreed to provide bridge financing to
WorldxChange in an amount up to $30 million. WorldxChange will be
entitled to elect one director to the World Access Board of

John D. Phillips, Chairman and Chief Executive Officer of World
Access, said, "Our acquisition of WorldxChange represents a major
step forward in our plans to be a leader in enhanced retail
telecommunications services throughout Europe. WorldxChange has a
significant presence in key European markets such as the UK,
Germany and the Benelux, principally serving SME customers. More
importantly, WorldxChange has developed state-of-the-art,
Internet-based information management systems, incorporating all
key aspects of retail telecom services, including provisioning,
billing, fraud protection and customer care. We believe these
capabilities are among the finest in the industry, and will serve
as the foundation for our retail management systems throughout
Europe. In addition to the impressive systems and significant
network assets, WorldxChange has a talented and dedicated
management team that will play a key role in our strategic

Walt Anderson, Chairman of WorldxChange, commented, "This is an
exciting opportunity for WorldxChange to become part of a company
that is focused on leading the consolidation of the fragmented
European telecom industry. Our retail and wholesale volumes and
expertise, combined with the significant scale and network assets
of World Access, will help to solidify World Access' position as
a leading provider of bundled voice, data and Internet services
to SME markets in Europe. We anticipate that our integration into
World Access will result in significant cost savings in the areas
of network costing, least cost routing, network operations, and
some general and administrative costs. We expect that these
savings, together with enhanced product offerings, will further
increase our competitiveness as we continue to rapidly grow our
European and Pacific retail operations."

"The combination of World Access with NETnet, Star and
WorldxChange," continued Mr. Phillips, "creates one of the
largest independent telecom service companies focused on the
European market. The network strengths, attractive retail
customer bases, developed sales organizations, and significant
traffic tonnage and scale of these operations significantly
accelerates our strategic development."

WorldxChange is a leading global telecommunications company that
specializes in providing high-quality, low-cost services to
retail and wholesale customers in 13 countries, including the
United Kingdom, Germany, the United States, France, The
Netherlands, Belgium, Chile, Guatemala, Australia, Canada, and
New Zealand. The company operates 45 switches which are connected
with an extensive network of owned and leased undersea and land-
based fiber optic cables, providing more than 750,000 customers
each month with affordable communications services worldwide.

World Access is focused on being a leading provider of bundled
voice, data and Internet services to key regions of the world.
The company competitively provides end-to-end communications
services through its redundant digital network which is capable
of supporting voice and data services, including frame relay,
Internet Protocol (IP), asynchronous transfer mode (ATM) and
multimedia applications. Located strategically throughout the US
and 13 European countries, World Access's network backbone
consists of gateway and tandem switches, linked by an extensive
fiber network encompassing tens of millions of circuit miles.

DIAMOND COMPANY: McKenzie Bay Purchases Outstanding Shares
McKenzie Bay International Ltd ('MKBY' OTC-pinks)(OTCBB:MKBY) has
purchased all of the issued and outstanding shares of Diamond
Company NL, a wholly owned subsidiary of Redaurum Limited ('RRK'
TSE), effective April 14, 2000 pursuant to a previously announced
agreement between the parties. McKenzie Bay assigned the purchase
of Diamond Company to its wholly owned subsidiary, Great Western
Diamond Company.

Purchase price included 122,200 McKenzie Bay Common Shares and
the assumption of all Diamond Company indebtedness totaling US
$1.418 million. Although Diamond Company is in Chapter 11 of the
U.S. Bankruptcy Code, McKenzie Bay successfully concluded
settlement arrangements with major creditors on April 14, 2000 to
complete the purchase from Redaurum. McKenzie Bay has petitioned
U.S. Bankruptcy Court for the District of Colorado to withdraw
Diamond Company from Chapter 11 proceedings.

Diamond Company NL owns the fully permitted open-pit Kelsey Lake
Diamond Mine, Americas first and only commercial producing
diamond mine, located in the Colorado and Wyoming border region
between Ft Collins, Colorado and Laramie, Wyoming. Other Diamond
Company assets include the trademarks "Colorado Diamonds(R)" and
"Kelsey Lake Diamonds(R)" under which only diamonds recovered
from Kelsey Lake may be marketed.

Kelsey Lake Mine assets include Colorado and Wyoming mining
permits, mining leases, equipment and a diamond recovery plant
and building.

DOCTORS HOSPITAL: Case Summary 20 Largest Unsecured Creditors
Debtor: Doctors Hospital of Hyde Park, Inc.
        5800 S. Stony Island Ave.
        Chicago, Illinois 60637

Type of Business: Operates a short-term general acute care
facility in the Hyde Park neighborhood of Chicago.

Petition Date: April 17, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-11520

Judge: Carol A. Doyle

Debtor's Counsel: John W. Costello
                  Wildman, Harrold, Allen & Dixon
                  225 W. Wacker Drive
                  Suite 2800
                  Chicago, IL 60626

Total Assets: $ 23,741,624
Total Debts:  $ 81,158,350

20 Largest Unsecured Creditors

American Medical Systems    Penile implants       $ 109,085
Continental Electric        Electric Contractor   $ 106,255
Illinois Hospitalists, LLP  Hospitalist Staffing  $ 105,670
Wolverine Fire              Fire Alarm/Sprinkler
Protection                  Contractor             $ 90,110
USA Professionals           Nursing agency         $ 86,987
High Point Services         Building Security      $ 86,177
Harris Hospital Supply      Medical Supplies       $ 82,964
Gordon Food Service         Food Supplier          $ 65,443
ASD Welfare Fund            Union pension fund     $ 53,190
Savin Corp.                 Copy Equipment Rental  $ 52,548
Lifesource                  Blood Supplier         $ 52,331
City of Chicago             Water                  $ 49,377
Sysmex                      Blood Analysis         $ 48,990
Roche Dieticians            Dietary Consultants    $ 47,560
Ill. Hospital & Health      Dues Data              $ 47,004
Commonwealth Edison         Electric Utility       $ 45,259
Medeath                     Cardiac Catheterization
                            Provider               $ 44,456
MCI Telecommunications      Long Distance Phone    $ 43,639
Jay Medicar                 Patient Transportation
                            Services               $ 42,618
Gentile Development         General Construction
                            Contractor             $ 35,710

DREAM TEAM: Files For Chapter 11 Protection
Dream Team Inc., the company that teamed with Dean Hamilton
Entertainment on the syndicated action hour Dream Team, has filed
for Chapter 11 bankruptcy protection in Los Angeles. Previously,
the Screen Actors Guild had scheduled an auction of the show's
assets in order to pay off debts owed to SAG members.  Due
to the bankruptcy filing, the auction has been indefinitely
postponed, and creditors will be paid according to the direction
and determination of the court. According to David Tumaroff, one
of the show's executive producers, SAG members are owed
approximately $ 1.5 million, and Tumaroff and two other
producers, Steve Parry and Bob James, are owed about $ 1 million,
collectively. The show's distributor, BKS, is also a creditor.
Five episodes aired this season in addition to the two-hour
premiere. About $ 18 million was spent on production of seven
hours of programming, the show's producers say.

DYNEX CAPITAL: Sr. Unsecured Lowered To "C"
Dynex Capital, Inc.'s (DX) $100 million 7.875% senior unsecured
debt due 2002 is lowered to 'C' from 'CCC' and remains on
RatingAlert Negative, where it was placed on Sept. 14, 1999,
following today's announcement that a judgement of $27 million
was proposed by the Texas state court in the litigation regarding

Initially, the jury had returned a verdict against Dynex in the
amount of $69 million. A rating of 'C' indicates that default of
some kind is imminent.

The company continues to remain highly susceptible to the
willingness of its lenders to continue to extend credit. The
company's financial flexibility and liquidity has been limited
for some time and today's announcements (award and fourth quarter
results) further pressure Dynex. The company is highly dependent
on its ability to secure funding sources and/or realize asset
sales to meet its potential obligations under this award.

ELA MACHINE: Case Summary and 20 Largest Unsecured Creditors
Debtor: ELA Machine Co., Inc.
        7401 South Ferdinand
        Bridgeview, IL 60455

Type of Business: Specialized machine shop.
Petition Date: April 17, 2000   Chapter 11
Court: Northern District of Illinois
Bankruptcy Case No.: 00-11496
Judge: Jack B. Schmetterer
Debtor's Counsel: Howard L. Adelman
                  Adelman, Gettleman, Merens,
                  Berrish & Carter, Ltd.
                  53 West Jackson Blvd.
                  Suite 1050
                  Chicago, Illinois 60604
                  (312) 435-1050

Total Assets: $ 2,000,000
Total Debts:  $ 2,400,000

20 Largest Unsecured Creditors

Affiliated Control      Trade debt     $ 18,486
Automation Control      Trade debt      $ 4,000
Bearing Headquarters    Trade debt      $ 9,504
Bearing Service Co.     Trade debt      $ 2,905
CROWN ESA               Trade debt     $ 38,140
CYGNET                  Trade debt     $ 56,000
Chrome Crankshaft       Trade debt      $ 2,500
Commonwealth Edison                     $ 2,847
Dale Bugasch & Assoc.                   $ 2,435
E.W. Lancaster          Trade debt      $ 2,700
Motion Industries                       $ 8,105
NICOR                                   $ 4,374
P-K Engineering         Trade debt     $ 71,028
Panimatic Company       Trade debt     $ 25,078
Stanguard Steel         Trade debt     $ 25,442
Starks Bros Moving                      $ 5,250
Sterling Engineering    Trade debt     $ 96,000
Technit Shielding       Trade debt      $ 7,306
Tool Steel Service      Trade debt      $ 6,004
U.S. CAN                Trade debt      $ 4,049

EXCELSIOR-HENDERSON MOTORCYCLE: Hearing on Disclosure Statement
A eharing to consider approvla of the disclosure statement of
Excelsior-Henderson Motorcycle Manufacturing Company will be held
on May 3, 2000 at 10:30 AM, Courtroom 8 West, US Courthouse, 300
South Fourth Street, Minneapolis, Mn.

GANTOS: Receive Approval To Sell Store Inventories and Assets
Gantos, Inc. has received approval from the Bankruptcy Court to
sell all of its store inventories and other store assets and to
enter into an agreement with Gordon Brothers Retail Partners, LLC
and Ozer Group, LLC to conduct the store closing sales.  Despite
its efforts to reorganize, the company was unable to satisfy the
terms and conditions of its debtor-in-possession (DIP) credit
facility. As a result, the company held an auction to appoint
agents to conduct store-closing sales as part of their proposed
liquidation of the company. The joint venture composed of Gordon
Brothers Retail Partners, LLC and the Ozer Group LLC was the
successful bidder at the auction.

The store closing sales have begun and are expected to continue
for approximately eight weeks. As the sales conclude in each
store, the company expects to close the store. The company
expects to wind up its business under the supervision of the
bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code
with the assistance of various professionals approved by the
bankruptcy court.

Effective March 9, 2000, the Bankruptcy Court approved the
retention of Kahn Consulting, Inc. (KCI) as Responsible Officer
for Gantos. The existing Gantos Senior Officers and most of the
Board of Directors have resigned. KCI is highly experienced in
reorganization matters and the obligations of a debtor-in-
possession. KCI's duties include winding down the debtor,
coordinating and managing the liquidating process, and
administering of the estate and day to day operations.

HARNISCHFEGER: Metso Acquires Beloit's Assets
The acquisition by Metso Corporation's (NYSE: MX) (HEX: MEO)
fiber and paper technology business area, Valmet, of the service
and aftermarket assets of the American paper manufacturer Beloit
has been approved by the U.S. antitrust authorities.  The final
price of the businesses was EUR 167 million.  It is estimated
that the businesses will be transferred to Metso in the beginning
of May.  

This acquisition strengthens Metso's position in the maintenance
and upgrading market, which is growing fast.  Metso's growth in
this area is supported by its new customer service concept Future
Care.  Beloit's large base on installed machinery provides a
strong platform for growth, especially in North America.  

The acquisition covers Beloit's roll cover division, which has
operated under the name of Beloit-Manhattan, as well as the paper
machine aftermarket business assets and also related paper
machine technology, such as Beloit's paper machine drawings,
patents and several pilot machines.  The annual net sales of the
businesses included in the acquisition were approximately EUR 210

The roll cover division has six service centers:  these are
located in the states of South Carolina, Mississippi, Washington,
Wisconsin and Pennsylvania in the USA and in Cernay, France.  The
acquired businesses are estimated to employ some 800 people.  
Metso's fiber and paper business area has an additional 12 sites
in North America.  Entire Metso Corporation had almost 4,700
employees in North America at the end of 1999.  

Metso's offer was approved by the Creditor's Committee under
Beloit owner, Harnischfeger's Chapter 11 process in January and
also by the Bankruptcy Court in February, after which it
proceeded to the competition authorities for approval.  

Metso Corporation's fiber and paper technology business area
Valmet is the world's leading supplier of technology, systems and
equipment for the pulp, paper, converting and panelboard
industries.  In 1999, Valmet's net sales was EUR 1.7 billion and
it had a personnel of 10,600.

Metso Corporation is a global supplier of process industry
machinery and systems.  In addition to fiber and paper
technology, Metso's business areas are automation and control
technology and machinery.  The net sales of Metso Corporation was
EUR 3.4 billion in 1999 and personnel totaled approximately
23,000.  Metso Corporation is listed on the Helsinki Exchanges
and New York Stock Exchange.

HARRISBURG EAST MALL: Discusses Sale of Mall
April 14, 2000 -- The owner of the financially troubled shopping
mall, who sought bankruptcy court protection after being unable
to secure mortgage extensions from lenders, is discussing a
possible sale of the complex with a potential buyer, according to
a court-appointed adviser to the owner, The AP relates.

Proposed auction of the mall can be avoided if the talks are
successful, said Lloyd T. Whitaker, adviser to EQK Realty
Investors I.  EQK last week submitted a reorganization plan to
U.S. Bankruptcy Court that included a plan to auction the
900,000-square-foot mall.

HARVARD PILGRIM: Explains Turnaround Plan During Public Hearing
Last Week, State Officials held a hearing on Harvard Pilgrim HMO
to explain the turnaround plan for Harvard Pilgrim Health Care,
the company taken into state receivership in January, recalls The

Harvard Pilgrim Health Care's top executive says the company's
vital signs are improving, but Taunton resident John Powers
thinks otherwise, questioning how an HMO said to have lost $ 226
million last year could now claim a net worth of $ 137 million.

According to The Associated Press, Charles D. Baker Jr., Harvard
Pilgrim's chief executive officer, explained that the company has
reduced its administrative costs by $ 75 million and its claims
inventory by 30 percent.

LOEWEN: Seeks To Sell Property In Toledo, Ohio
The Debtors ask the Court to approve the sale of real property at
3434 Secor Road, Toledo, Ohio to National Amusements, Inc. for

Debtor Bennett-Emmert Funeral Home, Inc. has operated 7,200
square foot brick funeral home situated on the approximately two
acre Toledo Property since 1990. Business has declined for the
past several years, given the proximity of the funeral home
operated by Debtor H.H. Birkenkamp Funeral Home, Inc.

The Debtors have concluded that Birkenkamp alone can handle the
current volume of calls at both locations. In the exercise of
their business judgment, the Debtors have decided to transfer the
business operations of BEFH to the Birkenkamp location.

The Debtors tell the court that after active marketing and
negotiations, the neighboring property owner National Amusements
made the offer which no other prospective purchaser has shown
willingness to match. The Debtors accordingly ask Judge Walsh to
approve the sale to National Amusements.

LOEWEN: Seeks To Sell Real Property in Raleigh, NC
Debtors acquired approximately 147 acres of real property in
Raleigh, North Carolina with the purchase of Raleigh Memorial
Park Cemetery. The Cemetery occupies approximately 74 acres with
the adjacent approximately 73.05 acres remaining as undeveloped
vacant land. In March 1998, prior to the Petition Date, RMP
commenced marketing the vacant property but later delayed it on
the advise that the City of Raleigh planned to develop a
major interstate bypass roadway that would result in greater
demand for the property. When the planning process was completed
in 1999, RMP resumed the marketing and negotiations and they have
come to what they believe to be the best offer - $3,652,500 by
Garrett Development Corporation.

Accordingly RMP seeks authority to sell the Raleigh Property to

MARTIN COLOR-FI: Hearing on Disclosure Statement
A disclosure statement and a plan were filed by the debtor,
Martin Color-Fi, Inc. and Star Fibers Corp on March 24, 2000.  
The hearing to consider the approval of the disclosure statement
shall be held at US Bankruptcy Court, Courtroom, 1100 Laurel
street, Columbia, South Carolina, on May 11, 2000 at 9:30 AM.  
May 5, 2000 is fixed as the last day for filing and serving
written objections to the disclosure statement.

MCCI HOLDINGS: Case Summary and 17 Largest Unsecured Creditors
Debtor: MCCI Holdings Company
        2400 South MicroAge Way
        Tempe, AZ 85282-1896

Type of Business: Information technology services.

Petition Date: April 13, 2000   Chapter 11

Court: District of Arizona

Bankruptcy Case No.: 00-03842

Judge: Charles G. Case II

Debtor's Counsel: Donald L. Gaffney
                  Todd V. Jones
                  Snell & Wilmer, LLP
                  One Arizona Center
                  Phoenix, Arizona 85004-0001
                  (602) 382-6000
                  Fax: 602-382-6070

Total Assets: $ 516,711,000
Total Debts:  $ 698,593,000

17 Largest Unsecured Creditors

Brodeur Porter Novelli     $ 38,019
Halloran & Sage, LLP       $ 17,773              $ 13,150
California Board of
Equalization               $ 12,054
PS Studios, Inc.            $ 4,460
BC Graphics, Inc.           $ 1,796
PR Newswire                 $ 1,718
David Lucas                 $ 1,162
Business Wire                 $ 970
Canyon State                  $ 465
Luce Press        
Clippings, Inc.               $ 351
Bowne Publishing              $ 203
BNY Information               $ 179
Cellular One                   $ 99
Arizona Center for
The Blind                      $ 48
Iron Mountand                  $ 30
Dow Jones                       $ 9

MEDICAL RESOURCES: Files Pre-Negotiated Plan of Reorganization
Medical Resources, Inc. has filed a pre-negotiated Plan of
Reorganization and commenced proceedings under Chapter 11 of the
Federal Bankruptcy Code in connection with the company's
previously announced agreement-in-principle to convert
$75,000,000 of its Senior Notes into common stock of the
reorganized company. Under the Plan of Reorganization
and the Chapter 11 proceeding (which applies only to the parent
company, Medical Resources, Inc., and not to any of its operating
subsidiaries or affiliates), the holders of the Senior Notes and
the company's primary medical equipment lender (who also holds
approximately $5,121,000 of unsecured debt of the company) are to
receive approximately 90% of the reorganized company's common
stock. Under the Plan of Reorganization, which is subject to
certain conditions, it is contemplated that the reorganized
company's remaining equity will be distributed among junior
creditors (including plaintiffs in current lawsuits pending
against the company), other claim holders and the company's
equity holders.

Commenting on the filing of the Plan of Reorganization and
commencement of Chapter 11 proceedings, Geoffrey A. Whynot, the
company's Co-Chief Executive Officer said, "Today's events are
the first step towards completion of the company's consensual
debt-for-equity conversion of approximately $75,000,000 of Senior
Notes and other unsecured debt. The reorganization, which is
expected to be completed in 60 to 90 days, will greatly reduce
the company's debt load and, therefore, strengthen our business.
Since we expect to continue to meet all of our trade credit and
operating obligations in the ordinary course, there will be no
disruption with respect to physician, vendor or employee
relationships. By moving quickly and consensually with the
holders of the Senior Notes to reorganize the company, we have
positioned Medical Resources to best maximize its business
prospects for the future."

Debtor: MicroAge Computer Centers, Inc.
        2400 South MicroAge Way
        Tempe, AZ 85282-1896
Type of Business: Information technology services.

Petition Date: April 13, 2000   Chapter 11

Court: District of Arizona

Bankruptcy Case No.: 00-03840

Judge: Charles G. Case II

Debtor's Counsel: Donald L. Gaffney
                  Todd V. Jones
                  Snell & Wilmer, LLP
                  One Arizona Center
                  Phoenix, Arizona 85004-0001
                  (602) 382-6000
                  Fax: 602-382-6070

Total Assets: $ 579,940,000
Total Debts:  $ 854,497,000

MICROAGE INC: Case Summary and 4 Largest Unsecured Creditors
Debtor: MicroAge, Inc.
        2400 South MicroAge Way
        Tempe, AZ 85282-1896

Type of Business: Information technology services.
Petition Date: April 13, 2000
Court: District of Arizona
Bankruptcy Case No.: 00-03841
Judge: Charles G. Case II

MICROAGE INC: Receives Court Nod For Key Financing Package
THE ARIZONA REPUBLIC reports on April 15, 2000 that
MicroAge Inc. received bankruptcy court approval Friday for a key
financing package and $7 million in payroll expenses.

According to the article, the debtor assured Judge Randolph J.
Haines that the approval doesn't cover executive severance, or
so-called golden parachutes for top managers who suddenly decide
to leave.

Haines, who is currently substituting for Judge Redfield Baum,
gave interim approval to the $225 million financing package
granted by Citibank and other lenders.

Nasdaq halted trading of MicroAge's stock on Friday.

MICROAGE L&D: Case Summary
Debtor: MicroAge L&D, LLC
        2400 South MicroAge Way
        Tempe, AZ 85282-1898

Type of Business: Information technology services

Petition Date: April 13, 2000  Chapter 11

Court: District of Arizona

Bankruptcy Case No.: 00-03843

Judge: Charles G. Case II

Debtor's Counsel: Donald L. Gaffney
                  Todd V. Jones
                  Snell & Wilmer, LLP
                  One Arizona Center
                  Phoenix, Arizona 85004-0001
                  (602) 382-6000
                  Fax: 602-382-6070

Total Assets: $ 12,102,000
Total Debts:  $ 12,387,000

MTS HOLDING: Case Summary
Debtor: MTS Holding Company
        2400 South MicroAge Way
        Tempe, AZ 85282-1896

Type of Business: Information technology services.

Petition Date: April 13, 2000   Chapter 11

Court: District of Arizona

Bankruptcy Case No.: 00-03844

Judge: Charles G. Case II

Debtor's Counsel: Donald L. Gaffney
                  Todd V. Jones
                  Snell & Wilmer, LLP
                  One Arizona Center
                  Phoenix, Arizona 85004-0001
                  (602) 382-6000
                  Fax: 602-382-6070

Total Assets: $ 251,286,000
Total Debts:  $ 241,803,000

NEW AMERICAN: Files Voluntary Petition For Bankruptcy
New American Healthcare Corporation today announced that the
company and its hospital subsidiaries have voluntarily filed
petitions for protection under Chapter 11 of the United States
Bankruptcy Code.

The filing, which was made in U.S. Bankruptcy Court, Middle
District of Tennessee, has the support of the company's senior
bank group. The banks have committed to provide debtor-in-
possession financing to allow the company and its hospitals to
continue to operate, to pay employee salaries and adequately fund
operations and pay vendors and contractors during the
Chapter 11 process.

The company will seek a buyer or buyers for the eight acute-care
hospitals it owns in six states. At the time of the filing, the
company had letters of intent for the sale of seven of the

"There will be no interruption of service, no closings and no
layoffs at our hospitals as a result of today's action," said Tom
Singleton, president and chief executive officer of New American.
"We intend to make good on our commitment to operate these
hospitals for the benefit of the communities they serve for as
long as we own them."

"Chapter 11 will allow us, in an orderly fashion, to put these
hospitals into the hands of new owners that can invest in making
them high-quality assets for the communities, patients and
medical professionals that rely on them," Singleton added.

New American Healthcare Corporation was formed to capitalize on
opportunities to be the principal provider of quality, cost-
effective healthcare services in the non-urban communities that
it targets. New American Healthcare owns eight acute-care
hospitals located in six states with 861 licensed beds. More
information about the Company is available at

PRIME RETAIL: Online Shopping Mall Shut
Prime Retail shuts online shopping mall Prime Retail Inc., the
Chicago Sun-Times last April 13 reports, suffering from a cash
crunch that has caused it to be in default of certain debt  
covenants, said it shut down its online shopping mall venture and
will take a $ 13 million loss. The Baltimore-based real estate
investment trust, which is the largest owner of factory outlet
retail centers in the United States, said it was unable to
complete an agreement to sell the venture, called,
to its management team and a group of investors.

R.G. MOORE: Chapter 11 Filing Prevented Property Auction
According to an article in The Virginian-Pilot on April 14, 2000,
the R.G. Moore Building Corp., which lists $ 29 million in assets
and $ 16 million in debts filed for voluntary Chapter 11
bankruptcy protection last week when a lender tried to foreclose
on 234 rental townhouses the company owns in Virginia Beach.
R.G. Moore filed just hours before a scheduled foreclosure
auction of the townhouses.  Potential bidders who showed up at
the courthouse Thursday morning found no auction.  A telephone
message at the seller's office told would-be buyers that the
auction was off because Moore's company had filed for bankruptcy,
relates Mr. Davis.

ROBERDS: Buckhead Location To Close
On April  14, 2000, The Atlanta Journal and Constitution reports
that the  Roberds in Buckhead is under contract to be sold to a
certain property developer that may have uses for it other than
retail. The sale is expected to close sometime in May.  The home
furnishings and electronics retailer, whose biggest market is
metro Atlanta, has been operating under Chapter 11 bankruptcy
court protection since January.  Reportedly the Buckhead store is
the only location to shut down as part of the company's

SAFETY COMPONENTS: Reaches Terms For Capital Resturcturing
Safety Components International, Inc. and certain of its United
States subsidiaries, including Safety Components Fabric
Technologies, Inc. and Automotive Safety Components
International, Inc., a low cost supplier of automotive airbag
fabric and cushions in the United States, has reached
terms with its major creditor constituencies for a capital
restructuring of Safety Components that will effect a substantial
deleveraging of, and strengthening of the balance sheet for,
Safety Components, which restructuring is to be effected through
pre-arranged chapter 11 cases. Its foreign affiliates, which
operate manufacturing facilities in Mexico, the United Kingdom,
Germany and the Czech Republic, and its three U.S. affiliates
Valentec International Corporation, LLC; Valentec Systems, Inc.,
and Galion, Inc., which manufacture for ordnance programs, did
not commence chapter 11 cases and their operations and businesses
are not affected by the chapter 11 filings.

In conjunction with the chapter 11 filing, Safety Components said
it has received a commitment from Bank of America, N.A., for up
to $30.6 million in debtor-in-possession (DIP) financing. The
post-petition financing, which is subject to Bankruptcy Court
approval, is expected to provide adequate funding for all post-
petition trade and employee obligations, a paydown of prepetition
secured debt, as well as the company's ongoing operating needs
during the restructuring process. John C. Corey, Safety
Components' President and Chief Operating Officer, said that the
restructuring "will enable the company to capitalize on
continuing growth opportunities in the airbag automotive
business, as well as its own initiatives to improve operations
and productivity.  We thank all of our customers and suppliers
for supporting Safety Components through this process."

A restructuring agreement has been executed by Safety Components
and an informal committee comprised of holders holding over two-
thirds in aggregate dollar amount of the $90 million of 10-1/8%
senior notes issued by the company due 2007. Under the
restructuring agreement, the noteholders' claims of in excess of
$95 million will be converted into the right to receive 96.8% of
Safety Components' equity after it emerges from chapter 11.
Safety Components intends to pay all its trade suppliers and
other creditors in full pursuant to the terms of a chapter 11
plan of reorganization. The restructuring agreement also provides
that current shareholders, excluding Robert Zummo (Safety
Components' Chairman), will receive 3.2% of Safety Components'
post-bankruptcy equity and warrants to acquire 12% of such
equity. Upon approval of the DIP financing, the pre-bankruptcy
secured banks will receive a principal paydown of $17 million and
will retain a subordinated note for the remaining $21 million
portion of their indebtedness.

Safety Components employs approximately 2,700 full time and part
time employees worldwide.

SOLV EX: Court Finds for SEC
On March 31, 2000, Judge Bruce Black issued the Court's Findings
of Fact and Conclusions of Law in the case styled as Securities
and Exchange Commission v. Solv-Ex Corporation, et. al., Case CIV
98-860 BB/RLP, pending in the United States District Court for
the District of New Mexico. The Court's Findings of Fact and
Conclusions of Law include findings that, between January 1, 1995
and April 30, 1997, the company, and two of its officers, John S.
Rendall and Herbert M. Campbell, made false and
misleading material statements to the public and in official
filings required under Sec. 13(a) of the Exchange Act.

The District Court has not yet issued a final judgment in the
matter.  Upon any such judgment issuing, the company will review
the same and consider its available remedies.  The Court's
Findings of Fact and Conclusions of Law are on file and may be
reviewed at the office of the Clerk of the United States District
Court in Albuquerque, New Mexico.

SOUTHERN PACIFIC: S&P Lowers Certificate Ratings
Standard & Poor's lowered its rating on Southern Pacific Secured
Assets Corp. (SPSAC) series 1997-2, class B-1F certificates to
double-'C' from triple-'C' (see list). Approximately US$3.4
million of rated certificates are affected. Simultaneously,
ratings on all other SPSAC 1997-2 certificates are affirmed (see

The class B-1F is expected to default with the April 25th
distribution. Those classes with affirmed ratings benefit from
current and projected credit support percentages that exceed
their respective initial loss coverage levels.

Monthly losses on the collateral backing SPSAC 1997-2 are first
absorbed by excess interest. Should losses exceed the monthly
excess interest, the difference is then directed to reduce

The mortgage collateral backing SPSAC 1997-2 certificates is
being serviced by Advanta Mortgage Corp. USA, which is on
Standard & Poor's Approved Servicer List. The seller, Southern
Pacific Funding Corp., is now defunct, Standard & Poor's said.

Series  Class  To  From
1997-2  B-1F   CC  CCC

VENCOR INC: Agrees With Lenders To Amend DIP Financing
Vencor, Inc. has agreed with its lenders to amend the company's
debtor-in-possession financing, primarily to revise a financial
covenant regarding the company's minimum net amount of accounts
receivable.  The company was not in compliance with the accounts
receivable covenant at December 31, 1999.  In the amendment, the
lenders also waived all events of default regarding the 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.

WISER OIL: Special Meeting of Stockholders Set For May 16
The following is excerpted from a letter to Wiser Oil Company
stockholders from Andrew J. Shoup, Jr., President and Chief
Executive Officer of the company:

"We invite you to attend the special meeting of stockholders of
The Wiser Oil Company, a Delaware corporation, to be held at 9:00
a.m., local time, on May 16, 2000 at the Embassy Suites Hotel,
3880 West Northwest Highway, Dallas, Texas 75220. At the meeting,
you will be asked to consider and approve the sale to Wiser
Investment Company, LLC of up to 1,000,000 shares of the
company's Series C Cumulative Convertible Preferred
Stock for a purchase price of $25 per share in cash, and warrants
to purchase up to that number of shares of the company's common
stock representing approximately 5% of the shares of the common
stock outstanding at any given time, pursuant to the terms of an
Amended and Restated Stock Purchase Agreement and an Amended and
Restated Warrant Purchase Agreement, each dated as of December
13, 1999, by and between the company and WIC.....

You will also be asked to consider, approve and adopt a new
Restated Certificate of Incorporation of the company, which
amends, restates and replaces the company's Restated Certificate
of Incorporation as of January 22, 1971, as amended.  The New
Charter is required to be approved and adopted by the company's
stockholders as a condition to the closing of the transactions
contemplated by the Stock Purchase Agreement and the
Warrant Purchase Agreement.........

Immediately following the closing of these transactions, I will
be resigning from my positions with the company. George K.
Hickox, Jr., one of the principals of WIC, will become Chairman
of the Board and Chief Executive Officer of the company and A.
Wayne Ritter, the current Vice President-Acquisitions and
Production of the company, will become President. Following the
closing, the Board of Directors will consist of four of the
current directors and three new directors designated by WIC, one
of whom will be Mr. Hickox."

Other transactions contemplated by the Stock Purchase Agreement,
include entering into a Management Agreement between the company
and WIC, a Stockholder Agreement between the company and WIC, and
an Employment Agreement between the company and George K. Hickox,

The Restated Certificate of Incorporation, among other things:
(i) increases the number of authorized shares of common stock
from 20,000,000 to 30,000,000, and the number of authorized
shares of Preferred Stock from 300,000 to 1,300,000; (ii)
decreases the par value per share of common stock from $3.00 to
$.01; and(iii) deletes Article Seventh, Article Ninth and Article
Tenth of the Current Charter, which contain certain anti-takeover
provisions, including restrictions on business combinations,
fair price provisions, repurchase rights and prevention of

Only stockholders of record at the close of business on April 10,
2000 are entitled to notice of, and to vote at, the special


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

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