TCR_Public/000428.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Friday, April 28, 2000, Vol. 4, No. 83

                     Headlines

AMERICAN HEALTH: Huge Contract Lost
CHS ELECTRONICS: Tells Court of Liquidation Plans
CRIIMI MAE: Judge Requests Additional Filoings By May 9
DAEWOO GROUP: Prepackaged bankruptcy ahead?
DAEWOO GROUP: Receivership plan denied

DAEWOO MOTOR: GM, Ford to go to Korea next week
FRUIT OF THE LOOM: Seeks To Extend Time To Assume/Reject Leases
GRAND COURT LIFESTYLES: Holding Company is Sole Debtor
HARVARD PILGRIM: HMO To Include Payment Plan
L'ETOILE: Files For Chapter 11 Protection

LA POSADA: Court Approves Prinova Bid
LESLIE FAY: Employee Reports Falsifying Entries
LEVITZ: Eighth Motion To Extend Time To Assume/Reject Leases
LOEHMANN'S: Court Approves Disclosure Statement
MARINER POST-ACUTE: Seeks Extension of Exclusivity

MICROAGE: Bonus Program To Retain Employees
ORIOLE HOMES: S&P Lowers Ratings
PACKAGING RESOURCES: Moody's Downgrades Ratings
PINNACLE MICRO: Files for Bankruptcy Protection
PRIMARY HEALTH: More Buyers Surface

SABRATEK: To Pursue Lawsuit
SAUCY BREAD: Reverse Takeover Abandoned
SOUTH FULTON HOSPITAL: Files Chapter 11
US MEDIA HOLDINGS: Files For Chapter 11 Bankruptcy Protection

BOND PRICING FOR WEEK OF APRIL 24, 2000

                     *********

AMERICAN HEALTH: Huge Contract Lost
-----------------------------------
The Chicago Tribune reports on April 22, 2000 that the American
Health Care Providers Inc. on Friday lost a contract to insure
19,000 people enrolled in the Medicaid health insurance program
for the poor.

The Illinois Department of Public Aid, which administers the
state-federal Medicaid program, is terminating its 15-year
relationship with American on April 30 as state insurance
regulators work to liquidate the troubled health maintenance
organization because of its alleged insolvency.

Within three months, Richton Park-based American's business will
be cut to less than a quarter of what it was just nine months ago
after three major contracts were terminated in the past week.

American's chief executive and founder, Asif Sayeed, said Friday
that the company is working to contract with new doctors and
hospitals, pointing to a contract he said the HMO signed this
week with Sinai Health System, which includes two hospitals and a
network of doctors and clinics on Chicago's West Side. Sinai
officials could not be reached for comment.

American will soon have fewer than 40,000 enrollees, compared
with 90,000 when the Insurance Department took its action in
February. The HMO had 170,000 enrollees last July after a flurry
of acquisitions of other financially troubled managed-care plans.


CHS ELECTRONICS: Tells Court of Liquidation Plans
-------------------------------------------------
According to a report in The Miami Herald on April 27, 2000,
lawyers for CHS Electronics told the U.S. Bankruptcy Court
Wednesday that the company will liquidate its assets after it
completes the sale of its European subsidiaries.

The plan to liquidate the once-high-flying Miami company came
Tuesday, as CHS met with a group of its creditors, which includes
equipment manufacturers such as Compaq Computer, IBM, Seagate
Technologies, and Mannesman Dematics of Germany. CHS had given
the companies guarantees on behalf of its subsidiaries.

These creditors represent more than half of $ 495 million in debt
that CHS declared when it filed for bankruptcy protection this
month. Holders of $ 200 million of CHS notes represent its other
major group of creditors.

When CHS filed for Chapter 11 protection, it planned to retain a
5 percent stake in the company that would acquire its European
assets. CHS also had planned to emerge as an online computer
vendor, issuing new stock.

CHS still wants to go forward with the sale of its existing
European subsidiaries to a new company, Europa ITApS, based in
Denmark.  The creditors are hoping that there are competing
bidders for these European subsidiaries. There will be a hearing
on May 10, 2000 for CHS and its creditors to set
a deadline for bids.

Europa is controlled by Mark Keough, a former CHS executive.
Another company he controls currently has a management contract
with CHS and is operating the European subsidiaries.

According to the article, Judge Robert A. Mark wanted assurances
that other potential bidders would be treated fairly and given
accurate information, since the assets for sale "are now being
managed by the stalking horse."

These European subsidiaries are the bulk of the assets that CHS
has left.

Lawrence Larose, an attorney representing the CHS noteholders,
told the court that CHS hired Raymond James & Co., an investment
banker, last September to find a buyer.


CRIIMI MAE: Judge Requests Additional Filoings By May 9
-------------------------------------------------------
During a hearing yesterday on the approval of a disclosure
statement filed by CRIIMI MAE Inc. (NYSE: CMM) and two affiliates
with respect to their joint plan of reorganization, Bankruptcy
Judge Duncan W. Keir requested the filing of additional legal
briefs by May 9, 2000 on two issues raised at the hearing.

The issues raised relate to an objection to the disclosure
statement filed by Salomon Smith Barney Inc. and Citicorp Real
Estate, Inc.  The SSB objection is the only objection to CRIIMI
MAE's disclosure statement pending before the Bankruptcy Court.

On April 25, 2000, CRIIMI MAE filed a Third Amended Plan of
Reorganization and a proposed Second Amended Disclosure Statement
in connection with yesterday's hearing. The Company is filing a
Current Report on Form 8-K with the Securities and Exchange
Commission, which will include the plan and disclosure
statement as exhibits.

On October 5, 1998, CRIIMI MAE Inc. and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.  Before
filing for reorganization, the Company had been actively involved
in acquiring, originating, securitizing and servicing multi-
family and commercial mortgages and mortgage related assets
throughout the United States.  Since filing for Chapter 11
protection, CRIIMI MAE has suspended its loan origination, loan
securitization and CMBS acquisition businesses.  The Company
continues to hold a substantial portfolio of subordinated CMBS
and, through its servicing affiliate, acts as a servicer for
its own as well as third party securitizations.


DAEWOO GROUP: Prepackaged bankruptcy ahead?
-------------------------------------------
The government plans to drastically shorten the workout
period of Daewoo flagship subsidiaries Daewoo Motor and
Daewoo Electronics by putting them through a new
prepackaged bankruptcy process.

According to the Ministry of Finance and Economy (MOFE)
Monday, it has already completed talks with the Ministry of
Justice (MOJ) on the introduction of prepackaged
bankruptcies, which greatly simplify procedures to activate
court control over firms undergoing workouts. Currently, it
can take as long as 18 months before a firm is placed under
court control, but the new prepackaged system can see court
procedures completed in just 2 months.

MOFE said that workout procedures for the two Daewoo
subsidiaries have been delayed either due to disagreements
between creditors or because of the resistance of minor
shareholders to the outcome of the annual general meeting.
(Digital Chosun  24-April-2000)


DAEWOO GROUP: Receivership plan denied
--------------------------------------
The government has denied a report it plans to put Daewoo
Group units into court receivership to protect them from
individual creditor action seeking to recover their loans.

"The government for now is not considering court
receivership for Daewoo units," said Choi Hoon, an official
at the economic policy co-ordination division at the
Ministry of Finance and Economy.

Still, receivership may be possible should retail investors
block Daewoo debt rescheduling plans already under way, he
said.  The Korea Stock Exchange (KSE) suspended morning
trading of Daewoo Heavy Industries and Daewoo Electronics
because of the report in the Korea Economic Daily.

Trading of Daewoo Electronics resumed in the afternoon,
after Daewoo Electronics told the KSE it has no plan to
file for receivership. Trading of Daewoo Heavy Industries
will resume tomorrow, because it did not issue a denial of
the report till the afternoon, according to the exchange.

Attempts to sell 12 key Daewoo units have stalled over debt
rescheduling negotiations among local and foreign
creditors.  The government had set a deadline of last year
to sell the units, which comprised what was once Korea's
second-largest industrial group that is now in debt with at
least US$80 billion.

Individual creditors have grown impatient with bank-led
debt rescheduling plans for Daewoo, but the government said
giving in to individual creditors is impractical. Daewoo
Group's debt to individual investors totals US$90.2
million.

"Daewoo's debt to individuals is simply too small to re-
draw ongoing debt rescheduling plans for Daewoo," Mr Choi
said. (South China Morning Post  25-April-2000)


DAEWOO MOTOR: GM, Ford to go to Korea next week
-----------------------------------------------
General Motors (GM) and Ford Motor will each send high-
level officials to Korea next week as a part of efforts to
buy Daewoo Motor.

GM President Rick Wagoner will also hold a video press
conference May 1 with Korean and foreign reporters to
reiterate his company's strong will to buy Daewoo and
explain its management strategies after acquisition.

"President Rick Wagoner will hold a video news conference
as he is unable to visit Korea due to unavoidable
circumstances," a GM official said, adding Wagoner will
explain why GM should buy Daewoo.

GM's president of Asia-Pacific business Rudy Schlais, who
is directing acquisition of Daewoo Motor, will also visit
Korea at the beginning of next week to examine the progress
in the Daewoo Motor bid.  Competitor Ford will also send
Vice Chairman Wayne Booker for an official news conference
in Korea at the beginning of next week.

Booker, who also handled Ford's takeover bid of Kia Motors
in 1998, will examine the progress in its bid and explain
Ford's plans on the acquisition to the government and
creditors during his visit, Ford said.  Fiat and
DaimlerChrysler will also send directors to the Korea
Import Motor Show May 3 to explain their plans to buy
Daewoo Motor.  (Asia Pulse  25-April-2000)


FRUIT OF THE LOOM: Seeks To Extend Time To Assume/Reject Leases
---------------------------------------------------------------
The Fruit of the Loom entities are lessees under 40-some
unexpired nonresidential real property leases for Fruit of the
Loom's corporate offices and various manufacturing, distribution,
and other facilities.  As part of these chapter 11 cases, Fruit
of the Loom is re-evaluating every aspect of its business and the
Leases to determine the potential consequences of assuming,
assuming and assigning, or rejecting the Leases under the
Bankruptcy Code.  This evaluation must be completed before Fruit
can intelligently decide whether to assume, assume and assign, or
reject each of the Leases in the overall context of Fruit of the
Loom's business plan.  Given the complexity and size of these
cases, that evaluation will not be complete within the period
described in 11 U.S.C. Sec. 365(d)(4).  

With this in mind, Fruit of the Loom sought and obtained a second
extension of their time within which to decide whether to assume,
assume and assign or reject its Leases through January 15, 2001.
(Fruit of the Loom Bankruptcy News Issue 5; Bankruptcy Creditors'
Services Inc.)


GRAND COURT LIFESTYLES: Holding Company is Sole Debtor
------------------------------------------------------
BCD News and Comment reports on April 19, 2000 that the holding
company of Grand Court Lifestyles, Inc., which provides
independent and assisted living services for seniors, is the sole
debtor.  The company filed Chapter 11 March 20 before Judge
Novalyn L. Winfield. At the time of filing, the debtor listed
more than 319 million in assets and almost 283.6 million in
liabilities.

Grand Court syndicates and manages 56 senior living communities
and has a portfolio of about 100 multifamily properties, all of
which are owned by limited partnerships. However, none of these
partnerships are currently part of the proceeding.

AS reported, "The only debtor now is the holding company," said
Jack Zackin of Sills Cummis Zuckerman Tischman Epstein & Gross
P.C. in Newark, N.J., who represents the debtor along with
colleague Andrew Sherman. "We're going to try to see if we can
proceed without having to bring in any of the lower tiers of
partnerships down the line. The mortgage loans on the properties
are at the partnership level. We're trying to consensually
restructure those mortgages on the properties that aren't able to
meet their debt service. The great majority do, but there are a
few that don't. Rather than bring those partnerships into the
proceeding at this point, we're trying to work out consensual
restructurings with those lenders.

He explained that the company missed interest payments that were
due on March 1 and another series of payments due on March 15.
To avoid the filing of an involuntary petition, the debtor filed
Chapter 11.


HARVARD PILGRIM: HMO To Include Payment Plan
--------------------------------------------
Rhode Island Insurance Commissioner Tom Schumpert plans to file
shortly his first detailed financial accounting of the failed
Harvard Pilgrim Health Care of New England, an HMO that he
ordered closed Dec. 31 because of its financial problems.

The financial accounting had been scheduled to be filed
yesterday.  However, Superior Court Judge Michael Silverstein
approved a request by Schumpert to extend the deadline until work
on a key document has been completed and the document has been
signed, according to Marilyn Shannon McConaghy, chief lawyer at
the Rhode Island Department of Business Regulation.

That document is an agreement between regulators of Rhode
Island's Harvard Pilgrim and of its affiliated company, Harvard
Pilgrim of Massachusetts. (Both companies are in state
receivership proceedings and are being overseen by state
regulators in their respective states. The Rhode Island
Harvard Pilgrim is being liquidated; the Massachusetts Harvard
Pilgrim is to be revitalized.)

The agreement provides the mechanism by which health-care
providers, members and other creditors  of Rhode Island's Harvard
Pilgrim will be paid in full, McConaghy said. The Massachusetts
Harvard Pilgrim is to foot part of the bill.


L'ETOILE: Files For Chapter 11 Protection
-----------------------------------------
L'Etoile, a restaurant in Alamo Heights owned by the trio of
businessmen who launched the Powerhouse Cafe, has filed for
protection from creditors under Chapter 11 of the federal
bankruptcy code.

L'Etoile's owners stressed that the restaurant at 6106 Broadway
would continue to operate. L'Etoile, officially known as BABA
Inc., listed assets of $106,000 and debts of $1.9 million in its
bankruptcy court documents filed late Friday.

"I would say 99 percent of that debt is Powerhouse debt," said
William Kingman, lawyer for the restaurant. "BABA Inc., which
does business as L'Etoile, guaranteed payments. Because of the
unfortunate demise of Powerhouse, BABA became responsible for
that debt."


LA POSADA: Court Approves Prinova Bid
---------------------------------------
A federal bankruptcy court on Tuesday approved Prinova
Investments Ltd.'s $5 million purchase offer for the 61-year-old
La Posada de Albuquerque Hotel at 125 Second NW near Central.

All other parties involved have also OK'd the offer, including
the existing mortgage company and debtor. The next step is for
Prinova's lead bank, Bank 1st, to approve financing in
anticipation of a closing date, said Vincent Garcia, CEO of
Prinova Capital Group.

Once the deal is cemented, Prinova will transfer its interest to
Renaissance Holdings LLC. In addition to Prinova, majority
partners in Renaissance Holdings are Vincent and Patsy Garcia of
Prinova and Skip Drinkard of Layne Hotel Management. Architect
Mark DePree and Julie DePree are also partners, along with Jim
King of Bradbury Stamm Construction. In addition, Steve and Linda
Wedeen, part-owners of Vaughn-Wedeen Creative Inc., and Denver
chiropractor Randy Baca are in the small group of investors.


LESLIE FAY: Employee Reports Falsifying Entries
------------------------------------------------
John Dillon, one of Leslie Fay's divisional controllers
in its Hanover, Pa., facility was the second witness to testify
(under immunity) that in the early nineties he had been directed
by his bosses to manipulate journal entries, leading to inflated
profit statements by the company in its filings to the Securities
and Exchange Commission.
(WWD April 19, 2000)


LEVITZ: Eighth Motion To Extend Time To Assume/Reject Leases
------------------------------------------------------------
At the Debtors' behest, Judge Walrath granted Levitz 60
additional days pursuant to 11 U.S.C. Sec. 365(d)(4), through
April 28, 2000, within which to decide whether it should assume,
assume and assign or reject its remaining non-residential real
property leases.  (Levitz Bankruptcy News Issue 43; Bankruptcy
Creditors' Services, Inc.)


LOEHMANN'S: Court Approves Disclosure Statement
-----------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order approving the Disclosure Statement of Loehmann's Inc.

A June 27 plan confirmation hearing. Plan objections are due by  
June 20, 2000.  An April 18 record date was established for
determining creditors and interest holders entitled to vote on
the plan. (Daily Bankruptcy Review  - ABI - 27-Apr-00)


MARINER POST-ACUTE: Seeks Extension of Exclusivity
--------------------------------------------------
Mariner Post-Acute Network Inc. (MPANQ) is seeking an extension
of its exclusive periods to file a plan of reorganization and
solicit votes for such plan.  The debtor is seeking an extension
to September 14, 2000 for filing its plan, and an extension to
November 13, 2000 for soliciting acceptances to such plan.

In a separate motion, the company's Mariner Health Group Inc.
unit and certain of its bankrupt subsidiaries also requested an
extension. A hearing is scheduled May 10, 2000. (Daily Bankruptcy
Review  - ABI - 27-Apr-00)


MICROAGE: Bonus Program To Retain Employees
-------------------------------------------
The Arizona Republic reports on April 21, 2000 Friday,
that MicroAge Inc. is drafting a bonus program to keep employees
and help recruit new ones during its Chapter 11 bankruptcy
reorganization.

The program, disclosed in an e-mail to the computer distributor's
4,600 employees this week, is called the Associate Retention
Plan.  A company spokeswoman declined to provide any details to
the newspaper until the plan is submitted for bankruptcy
approval.


ORIOLE HOMES: ORIOLE HOMES: S&P Lowers Ratings
----------------------------------------------
Standard & Poor's lowered its corporate credit rating and senior
debt ratings on Oriole Homes Corp. to triple-'C' from triple-'C'-
plus (see list). The outlook is negative.

These ratings reflect the difficulty that Oriole has experienced
in recent attempts to improve its homebuilding operations. These
attempts have resulted in a further erosion of the company's
financial performance.

Based in South Florida, Oriole's initiatives to improve its
competitive and financial posture have not yet translated into
improvement in the company's core homebuilding operations. Oriole
focuses mainly on designing, constructing, marketing, and selling
homes to the active adult segment (86% of revenues). It operates
through eight development projects that are located in Palm
Beach, Broward, Osceola, and Marion Counties in Florida. While
small in size relative to other rated homebuilders, this
established niche player was the largest builder of condominiums
for active adults in Palm Beach County during each of the last
five years.

Over the past few years, Oriole has struggled with erratic volume
levels (declining the past two years); weak gross margins; and
high selling, general, and administrative expenses. During 1999,
Oriole delivered 501 homes, a 4% decline from 1998, and a 26%
decline from 1997. Despite a very strong market for homebuilders
over the past few years, Oriole has seen the average sales price
of its homes steadily decline, along with the decline in unit
volume. Despite strategic initiatives aimed at enhancing
operating efficiencies implemented in 1998, gross margins
declined in 1999 to 9% after improving slightly in 1998. However,
stubbornly high selling expenses (18%) combined with the weak
gross margins to produce about US$7 million in operating loss.

During 1999, Oriole announced write-downs of US$4.9 million after
conducting a FASB 121 related revaluation of its inventory; this
follows a US$21 million asset write-down in 1997. In addition,
Oriole took a US$1.4 million charge to write down the balance of
a joint venture investment. The write-downs, coupled with the
weak operating results, further eroded the equity base from about
US$68 million in 1996 to a modest US$42 million as of Dec. 31,
1999. The current equity level remains very close to minimum bank
line and indenture covenant levels, US$41 million and US$38
million, respectively. Oriole has relied on asset sales to cover
interest obligations (estimated at between US$5 million and US$6
million in 2000), which is reflected in earnings before interest
and taxes coverage (excluding write-downs and gains on asset
sales) that is presently well below 1 times. The company has also
used inventory liquidations to repurchase or repay about US$24
million of debt, including US$13 million of the company's rated
unsecured 12.5% senior notes. As a result, debt-to-book
capitalization at the end of 1999 actually declined to 53% from
60% at the end of 1998. Oriole did report nearly US$19 million in
cash on hand as of Dec. 31, 1999, and currently has a mostly
unused US$10 million secured credit facility.

OUTLOOK: NEGATIVE

Lower overall sales revenues and weaker gross and operating
margins have resulted in a gradual deterioration in Oriole's debt
coverage measures. The company has reduced leverage and is
sitting on some cash, which it may use to retire debt. However,
due to the shrinkage of the balance sheet, and a reduced number
of selling communities, it remains unclear whether Oriole's
operations will measurably improve. In light of its constrained
financial position, Oriole may pursue other financing vehicles
such as joint ventures to fund future projects. Unless future
developments are significantly more productive, financial
flexibility will remain weak, Standard & Poor's said.---
CreditWire

RATINGS LOWERED

Oriole Homes Corp.                     Rating
                                    To         From

Corporate credit rating             CCC        CCC+
US$41 million 12.5% senior
notes due Jan. 15, 2003         CCC        CCC+


PACKAGING RESOURCES: Moody's Downgrades Ratings
-----------------------------------------------
Moody's Investors Service downgraded the rating of Packaging
Resources, Inc.'s ("PRI") $110 million of senior secured 11 5/8%
notes, due 2003 to Caa3 from B2. Moody's also lowered the rating
of the company's $27 million senior secured revolver to B3 from
B2. The senior implied rating was lowered to Caa3 from B2. The
unsecured issuer rating is Ca, and the ratings outlook is
negative.

The downgrades reflect Packaging Resources' deteriorating
profitability and limited financial flexibility. While
negotiations are on-going with the company's bank lenders, the
company is fully drawn on its credit facility and alternate
sources of liquidity do not appear to be imminent. The primary
source of liquidity is the sale of the company (PRI has recently
retained an investment banking firm to consider sale
opportunities). The company's capital spending was approximately
$62 million over the past two years for which EBIT generation has
been less than expected to be realized in the near term. During
the fourth quarter of fiscal 2000, the company lost two
significant higher-margined contracts whose combined annual
contract value was approximately $33 million. Moody's anticipates
some residual coverage from lower-margined replacement business,
however we expect run rate net sales to be significantly lower
than the $146 million estimate for fiscal 2000. The highly
competitive nature of the industry and the continuing threat of
margin compression, primarily due to lower volume sales of high-
margined products, underscore credit concerns. The ratings
recognize PRI's long term contracts, which support approximately
80% of total revenues and have maturities ranging from 2002 to
2004.

The B3 rating assigned to the senior secured revolver reflects
the benefits and limitations of the collateral and its priority
position in the capital structure. As of April 25, 2000, the
revolver was fully drawn. In Moody's opinion under a liquidation
scenario, the senior secured outstandings would be substantially
covered.

The downgrade of the senior secured notes to Caa3 from B2 reflect
the increased severity of loss given the company's limited
ability to service interest and given PRI's impaired financial
condition. The notes are secured by certain equipment, fixtures
and general intangibles and mortgages on substantially all of the
owned and certain of the leased real property of the company.


PINNACLE MICRO: Files for Bankruptcy Protection
-----------------------------------------------
Pinnacle Micro Inc., the long-troubled Orange County maker of
optical storage devices, said Friday that it has filed for
bankruptcy protection to help ease plans to sell its assets to a
Newport Beach firm.

The company, which had avoided being forced into bankruptcy three
years ago, said the move will protect it from creditors while it
prepares to sell inventory and other assets to Sigma Global
Interactive Corp.

"We hope to have a sale approved by the Bankruptcy Court and
consummated within 60 days of the filing," said Pinnacle lawyer
Robert W. Pitts, a partner at bankruptcy law firm Winthrop
Couchot in Newport Beach.

Pinnacle Micro had been forced by three creditors into an
involuntary bankruptcy in August 1998. The creditors, which were
owed a total of about $ 210,000, tried to force the company into
liquidation.

The court dismissed the petition two months later after the
creditors declined to post a bond and meet other requirements for
a hearing, the company said at the time.

Pinnacle then started working privately on a reorganization plan
that would pay its $ 22.4 million debt.  The plan developed into
the proposed sale of company assets, which consist mostly of
inventory.

Founded in 1987, Pinnacle Micro develops optical storage
technology and manufactures recordable compact disk systems for
data storage. Analysts traced the company's decline to its 1995
decision to switch from reselling other manufacturers' products
to making its own.


PRIMARY HEALTH: More Buyers Surface
-----------------------------------
Less than a month after U.S. Bankruptcy Court in Delaware
derailed a controversial real estate deal between the Cleveland
Clinic and Primary Health Systems, at least four more prospective
buyers have surfaced.

The interested parties include a nursing home chain in Denver, a
rehabilitation hospital system based in Birmingham, Ala., and two
hospital systems in Northeast Ohio.

Primary Health Systems of Wayne, Pa., is trying to sell its
medical facilities in Ohio after filing for bankruptcy protection
last year.

HealthSouth Corp., which operates 1,400 outpatient rehabilitation
facilities across the country in addition to 230 surgery centers
and 118 rehabilitation hospitals, signed a confidentiality
agreement with PHS. The agreement allows it to obtain financial
records of PHS and, if desired, to bid on the properties.

Solomon Health Services LLC also has signed an agreement. It is a
for-profit hospital management company that is well known for its
successful rejuvenation of financially troubled hospitals and
nursing homes.

They join the Lake Hospital System and University Hospitals as
the Tuesday deadline approaches for written bids to purchase St.
Michael Hospital in Cleveland, Mt. Sinai Medical Center-East in
Richmond Heights and the Integrated Medical Campus in Beachwood.

A public auction will be held May 1 in Delaware. The sale hearing
and sale order will occur May 4.


SABRATEK: To Pursue Lawsuit
---------------------------
According to a spokesperson for the company, Sabratek Corp. (OTC
Bulletin Board:  SBTKE) intends to return to court within the 30-
day window allowed by U.S. District Judge Harold Baer, Jr., to
present stronger allegations of securities fraud by newsletter
publisher Mark Roberts.

The company also intends to keep pursuing Steve Alan Keyser, who
has been posting messages on the Internet under the name
"Pluvia," according to Sabratek, and serve him within that same
30-day window.
     
"We are disappointed, of course, that Judge Baer dismissed two of
the four counts, but we are encouraged that he is allowing us to
replead our allegations of securities fraud against Roberts and
that he is granting us additional time to find and serve Keyser,"
the spokesperson for Sabratek said.

The company claims that Roberts and Keyser repeatedly assailed
Sabratek -- Roberts in his newsletter and phone calls to
investors and Keyser on message board postings under the name of
"Pluvia" -- in order to depress the stock price.  Roberts had
shorted Sabratek and Keyser held puts on the stock, so both
stood to profit from driving down the stock, the company alleges.

Historically, the company has developed, produced and marketed
technologically advanced interactive, web-enabled medical
systems.  Since filing, last year, a voluntary petition for
relief under Title 11 of the U.S. Bankruptcy Code, it has been
disposing of a number of its assets.


SAUCY BREAD: Reverse Takeover Abandoned
---------------------------------------
The Saucy Bread Company Inc. had previously announced a proposed
Reverse Takeover with the URC Hospitality Group.  That Reverse
Takeover was abandoned.  It proved to be unworkable.  With the
failure of the proposed Reverse Takeover, the company was not
sustainable.  Therefore, the Directors of The Saucy Bread Company
Inc. have assigned that company into bankruptcy. Some of the
Directors of the company have provided interim working capital to
fund the company and it is hoped that the franchise network can
be sold intact, together with the commissary.  This will preserve
the goodwill and intellectual property that the company has
developed.

Trading in the shares of the company on the CDNX is currently
suspended pending the Reverse Takeover.  This suspension is now
expected to continue indefinitely. Frank O'Dea has resigned from
the Board.


SOUTH FULTON HOSPITAL: Files Chapter 11
---------------------------------------
The Atlanta Journal and Constitution reports on April 27, 2000,
that the parent company of South Fulton Medical Center filed for
Chapter 11 bankruptcy protection Wednesday as it seeks to sell
the East Point hospital.

But hospital officials emphasized they are near an agreement to
sell the nonprofit facility to a for-profit company. A purchase
announcement is expected soon, said South Fulton spokeswoman Jill
Smith.

The filing by Georgia International Health Alliance in U.S.
Bankruptcy Court in Atlanta will help 356-bed South Fulton
continue services as it pursues the sale, the hospital said. The
facility has secured a loan commitment to ensure funds are
available during the reorganization.

There will be no interruption of patient care, and no layoffs are
anticipated, Smith said. "Chapter 11 is a strategic move to
facilitate the interim loan and the sale."

Smith said South Fulton's problems were caused by a combination
of Medicare cuts from the federal Balanced Budget Act of 1997,
lower payments from managed care companies, and a $ 7 million
upgrade of the hospital's information system.

The facility is hampered because it is not affiliated with a
larger hospital system in metro Atlanta, such as Promina or
Emory/Columbia.

South Fulton had an operating loss of about $ 7.4 million in its
fiscal 1999, which ended in June. The hospital projects a $ 2
million loss this year.

According to The Bond Buyer newspaper, South Fulton suffered its
second downgrade in its bond rating in as many months last week.
Standard & Poor's downgraded the center to CCC from B-minus,
noting the hospital might not be able to make its estimated $ 3.3
million July 1 payment on $ 35 million of revenue anticipation
certificates. Last month, Fitch IBCA downgraded the hospital's
certificates to B from BB.

Last June, South Fulton, citing lower Medicare reimbursements,
eliminated 100 jobs and closed a cardiac rehab unit.  The
bankruptcy filing apparently is the first by a Georgia acute care
hospital in more than 10 years, experts say. Charter Behavioral
Health System, the nation's largest psychiatric hospital chain,
filed for Chapter 11 protection in February.


US MEDIA HOLDINGS: Files For Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
U.S. Media Holdings filed for Chapter 11 bankruptcy protection
last Friday, April 14, after the cash-strapped company failed to
obtain new financing. The company, whose holdings include
Stewart, Tabori & Chang, Golden Turtle and Smithmark Publishers,
also said that it has hired David Lamb of GSL Publishing
Associates, to look for buyers for its three properties.

According to the publisher, although ST&C and Golden Turtle were
profitable in 1999, continuing losses at Smithmark put a
financial strain on the company. In the last year, Smithmark
exited the remainder business and reduced the number of
promotional titles it published from 150 in 1998 to 12 in spring
2000. Earlier this month, in a bid to remain financially solvent,
U.S. Media laid off 32 employees, about 42% of its workforce of
76.

The company said that all three imprints will continue to do
business as the company is reorganized under Chapter 11, and
plans to continue to ship books and calendars from its
fulfillment center.


BOND PRICING FOR WEEK OF APRIL 24, 2000
=======================================
DLS Capital Partners, Inc., bond pricing for week of April 24,
2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07               11 - 14 (f)
Advantica 11 1/4 '08                64 - 67
Asia Pulp & Paper 11 3/4 '05        82 - 83
Conseco 9 '06                       60 - 63
E & S Holdings 10 3/8 '06           35 - 37
Fruit of the Loom 6 1/2 '03         46 - 48 (f)
Genesis Health 9 3/4 '05            12 - 14 (f)
Geneva Steel 11 1/8 '01             20 - 21 (f)
Globalstar 11 1/4 '04               33 - 35
Iridium 14 '05                       2 - 3 (f)
Loewen 7.20 '03                     36 - 40 (f)
Paging Network 10 1/8 '07           52 - 54 (f)
Pathmark 11 5/8 '02                 27 - 30 (f)
Pillowtex 10 '06                    39 - 41
Revlon 8 5/8 '08                    48 - 50
Rite Aid 6.70 '01                   68 - 71
Service Merchandise 9 '04            9 - 11 (f)
Trump Atlantic 11 1/2 '06           70 - 72
TWA 11 3/8 '06                      30 - 31
Vencor 9 7/8 '08                    18 - 20 (f)


                     *********

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 * * *