TCR_Public/000501.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, May 1, 2000, Vol. 4, No. 84

                     Headlines

AMRESCO: Annual Meeting Set For May 31, 2000
APPLE ORTHODONTIX: Final Hearing on Post-Petition Financing
AQUAGENIX: Meeting of Creditors
ATC GROUP SERVICES: Emerges From Chapter 11 Reorganization
BARNEY'S NEW YORK: Stockholders Report Shares Owned

EINSTEIN/NOAH: Boston Chicken Responds to Einstein/Noah Filing
EINSTEIN/NOAH: Files Chapter 11 Petition
FIRST ALLIANCE: Announces $14.5 Million Net Loss
FRUIT OF THE LOOM: Appoints Bookshester as CEO
FRUIT OF THE LOOM: Seeks To Exercise Remedies Against Farley

GENICOM: Seeks Time To Assume/Reject Leases
GOLDEN BOOKS: Principal Life Reports Holdings
HOLT GROUP: Moody's Downgrades Notes
JAY JACOBS: Meeting of Creditors
LEVITZ: Ninth Motion To Extend Time to Assume/Reject Leases

MDU RESOURCES: Subsidiary To Acquire Assets
MICHAEL PETROLEUM: Third Motion For Use of Cash Collateral
MOSSIMO: Annual Meeting Set For May 22, 2000
NEW AMERICAN: Mounting Losses Culminate in Bankruptcy
ORBITAL SCIENCES: Annual Meeting To Be Held on June 1, 2000

PENNCORP FINANCIAL: Court Approves Disclosure Statement
RECOM MANAGED SYSTEMS: To File Chapter 7
SAFETY COMPONENTS: Final Court Approval of DIP Financing
SAFETY COMPONENTS: Taps Arthur Andersen
SILICON GAMING: Conducting Exchange Offer

STELLEX TECHNOLOGIES: Interest Installment Blocked
SUPERIOR NATIONAL INSURANCE: Files Chapter 11 Petition
UFG INTERNATIONAL: Confirmation Hearing Set For May 23, 2000
US JET PROPERTIES: Judge Dismisses Bankruptcy Petition
WASTE MANAGEMENT: Completes Sale of Operations in Finland

WESTSTAR CINEMAS: Applies To Retain Valuation Experts
WICKES: Annual Meeting Set For May 18, 2000

                     *********

AMRESCO: Annual Meeting Set For May 31, 2000
--------------------------------------------
The annual meeting of stockholders of Amresco, Inc. will be held
on the 17th floor of the North Tower of the Plaza of the
Americas, 700 North Pearl Street, Dallas, Texas, on Thursday, May
31, 2000, at 9:00 a.m., Central Time, for considering and acting
upon:

     1.   The election of one director for a three-year term;

     2.   The appointment of Deloitte & Touche LLP as the
          company's independent public accountants for the fiscal
          year ending December 31, 2000; and

     3.   To transact any other business that arises.

Only stockholders of record at the close of business on April 10,
2000 will be entitled to notice of and to vote at the annual
meeting.


APPLE ORTHODONTIX: Final Hearing on Post-Petition Financing
-----------------------------------------------------------
The Bankruptcy Court, Southern District of Texas will conduct a
final hearing on the motion for order authorizing post-petition
financing, use of cash collateral and provision of adequate
protection on May 15,2000 at 4:00 PM, US Bankruptcy Court, 515
Rusk, Houston, Texas.


AQUAGENIX: Meeting of Creditors
--------------------------------
The Chapter 11 case of debtor, Aquagenix, Inc. was converted to a
case under Chapter 7 on April 7, 2000.  A meeting of creditors is
set for May 24, 2000 at 11:00 AM, US Courthouse, 299 E Broward
Blvd #411, Ft. Lauderdale, FL.  Deadline to file a proof of claim
is August 22, 2000.  The debtor's attorney is Chad P Pugatch Esq,
33 NE 2 St #101, Ft. Lauderdale, Fl.- tel.954-462-8000.


ATC GROUP SERVICES: Emerges From Chapter 11 Reorganization
----------------------------------------------------------
ATC Group Services Inc. (ATC) announced today that it has
successfully completed its voluntary reorganization and has
emerged from a Chapter 11 proceeding filed in July 1999.  The
U.S. Bankruptcy Court, Southern District of New York approved the
Chapter 11 plan of reorganization, which becomes effective today.  
Doing business as ATC Associates Inc., ATC is a dominant player
in the environmental and engineering consulting industry with 65
branch and regional offices in 34 states.  "ATC has continued to
operate effectively throughout the nine-month restructuring
period," said the company's new Chief Executive Officer, Peter
Offermann.  "We have maintained our focus and worked diligently
through the restructuring.  Now we are poised to take our success
to the next level."

"ATC has gained tremendous momentum by executing its
restructuring mission and will now devote 110% of its management
attention to providing innovative and cost effective services to
clients seeking environmental, engineering and information
management technology expertise," said ATC Chief Operating
Officer Chris Vincze.  

The voluntary reorganization was made possible by agreements
reached with the privately held company's lending banks and
principal bondholders and enabled the company to retire $100
million in subordinated notes along with annual interest payments
of $12 million.  

"ATC emerges from its reorganization with a significantly
deleveraged balance sheet and expanded credit facilities, focused
on investing in the future growth and expansion of the company,"
said ATC Chief Financial Officer Paul Grillo.  

ATC Group Services Inc. is a national provider of professional
services addressing environmental, building sciences,
infrastructure, geotechnical/construction services and training.  
The company also offers integrated information management
technology services through its ATC InSys Technology Inc.
subsidiary.  ATC has a broad client base of over 8,000 customers
and 2,000 employees through its branch and regional offices.


BARNEY'S NEW YORK: Stockholders Report Shares Owned
---------------------------------------------------
The following hold common stock shares in Barney's New York Inc.:

Whippoorwill Associates, Inc., 5,536,391 with shared powers,
representing 39.4% of the outstanding common stock of the
company;

Shelley F. Greenhaus, 5,000 shares with sole powers and 5,536,391
with shared powers, 39.4% of the outstanding shares;

David A. Strumwasser and Shelby S. Werner, same as Ms. Greenhaus;

Vega Partners II, L.P., 81,299 shares with shared powers, 0.6% of
the
outstanding shares;

Vega Partners, L.P., 527,443 shares with shared powers, 4.0%;

Vega Partners III, L.P., 1,399,356 shares with shared powers,
10.6%;

Vega Partners IV, L.P., 800,298 shares, shared powers, 6.1%;

Whippoorwill Partners, L.P., 2,199,654 shares with sharedpowers,
16.5%;

Vega Offshore Fund Ltd., 265,863 shares, shared powers, 2.0%;

Whippoorwill Profit Sharing Plan, 9,800 shares, shared powers,
0.1%.

The principal business of Whippoorwill, which is registered with
the Securities and Exchange Commission as an investment adviser,
is to provide discretionary investment advisory services.  Mr.
Greenhaus is a principal, stockholder, President and Managing
Director of Whippoorwill. Mr. Strumwasser is a principal,
stockholder, Managing Director and General Counsel of
Whippoorwill. Ms. Werner is a principal, stockholder, Vice
President and Managing Director of Whippoorwill.

Each of Vega Partners L.P., Vega Partners II, L.P., Vega Partners
III, L.P., Vega Partners IV, L.P. and Whippoorwill Partners, L.P.
is a Delaware limited partnership principally involved in the
business of investing in securities.

Shares of common stock were issued to Whippoorwill for its
discretionary and managed accounts in exchange for approximately
$66,775,000 in certain allowed general unsecured claims held by
it against Barney's, Inc. and certain of its affiliates.


EINSTEIN/NOAH: Boston Chicken Responds to Einstein/Noah Filing
--------------------------------------------------------------
Boston Chicken, Inc. said that it does not expect Einstein/Noah
Bagel Corp.'s (ENBC) Chapter 11 filing to have any material
effect on the business or operations of its Boston Market stores,
or on Boston Chicken's own Chapter 11 process.  A hearing to
consider confirmation of Boston Chicken's Amended Plan of
Reorganization is scheduled to begin on May 8, 2000 in the U.S.
Bankruptcy Court, District of Arizona. The basis for the Boston
Chicken Plan of Reorganization is the proposed sale of
substantially all of the assets of Boston Chicken to Golden
Restaurant Operations, Inc. (GRO), a wholly owned subsidiary
of McDonald's Corporation. The shares of ENBC common stock owned
by Boston Chicken, representing approximately 51% of ENBC's
outstanding common stock, are not being purchased by GRO.

Boston Chicken expects to participate in ENBC's Chapter 11
process in its capacity as an ENBC stockholder and as a creditor
of ENBC.  ENBC has announced that under the ENBC proposed plan of
reorganization, holders of ENBC common stock (including Boston
Chicken) would receive warrants to purchase 2% of the common
stock in the reorganized ENBC on a fully diluted basis.


EINSTEIN/NOAH: Files Chapter 11 Petition
----------------------------------------
Einstein/Noah Bagel Corp. (OTC Bulletin Board: ENBX) announced
that the Company and its majority-owned operating subsidiary,
Einstein/Noah Bagel Partners, L.P. ("Bagel Partners"), have filed
petitions in U.S. Bankruptcy Court in Phoenix, Arizona to
reorganize under Chapter 11 of the U.S. Bankruptcy Code,
together with a joint plan of reorganization for emergence from
Chapter 11.  The Company also announced that it had obtained a
financing commitment from Paribas to provide a $60 million term
and revolving loan facility upon emergence from Chapter 11, to
replace the Company's existing credit facility.

Robert Hartnett, the Company's chief executive officer said,
"Over the past two years, we have made excellent progress in
improving and strengthening the operating side of the business.  
We have significantly increased average per store revenue and
cash flow from operations, and we have dramatically reduced
corporate overhead.  We have also created a business
infrastructure completely separate from Boston Chicken, complete
with our own accounting and information systems.  Unfortunately,
the capital structure of the Company has impeded the growth of
the business.

"For the past two years, the ENBC system has labored under an
excessive debt burden created by undisciplined capital spending
and store growth, excessive overhead levels and weak store
performance occurring in prior periods when franchised stores
were operated by financed area developers.  The Company has
also been prevented from realizing its full potential by a
significant number of unattractive real estate deals entered into
during this same period of rapid store growth.

"The joint restructuring plan proposed by the Company and Bagel
Partners addresses this problem," he said.  "Once implemented, it
will merge Bagel Partners into ENBC, thereby creating a newly
reorganized company with a significantly de-leveraged balance
sheet, sufficient cash to fund operations going forward and
access to fresh capital to fund growth initiatives.  It permits
us to close unprofitable stores and shed undesirable real estate,
and allows management to concentrate their full time and
attention on growing and improving the business.

"During the restructuring period, our customers will see no
difference in the quality of the products or service they have
come to expect from Einstein Bros. and Noah's New York Bagels,"
he stated.  "Our daily operations will continue as usual and our
employees will continue to be paid.  In addition, we have also
requested authority from the Bankruptcy Court to pay pre-petition
obligations to our regular trade vendors in full in the ordinary
course of business, so as to assure no interruption in the flow
of goods and services to our 465 stores throughout the nation."

Mr. Hartnett said that as part of its plan to concentrate
resources on operations with the strongest potential for future
growth, ENBC has closed 74 Einstein Bros. stores and Noah's New
York Bagels stores, located primarily in Los Angeles, Boston,
Philadelphia and New York.

Under the terms of the proposed plan of reorganization, holders
of the Company's  $125 million 7 1/4 % Convertible Subordinated
Debentures due 2004 and certain other unsecured creditors of the
Company would receive approximately 89 percent of the common
stock in the new reorganized ENBC and the minority equity
holders in Bagel Partners would receive approximately 11 percent
of the common stock of the reorganized Company.  Holders of the
Company's common stock (including Boston Chicken) would receive
warrants to purchase 2 percent of the common stock in the
reorganized Company on a fully diluted basis.

The Company also announced that it has received a commitment for
$36 million in debtor-in-possession (DIP) financing from the
Company's existing bank lenders, led by Bank of America, N.A.

Currently, ENBC, through Bagel Partners, operates 465 retail
bagel stores in 29 states and the District of Columbia operating
under the Einstein Bros. and Noah's New York Bagels brand names.  
Einstein Bros. and Noah's stores are unique bagel cafes and
bakeries featuring fresh-baked bagels, a variety of cream cheese
spreads, specialty coffee drinks, soups, sandwiches and salads.


FIRST ALLIANCE: Announces $14.5 Million Net Loss
------------------------------------------------
First Alliance Corporation today announced a net loss of $14.5
million, or $ 0.81 per diluted share, for its first quarter ended
March 31, 2000, compared with a net income of $2.0 million, or
$0.11 per diluted share, for the corresponding period in 1999.  
Current quarter net income was negatively impacted as a result of
the following:

--  The Company failed to execute a scheduled securitization of
approximately $85 million during the first quarter, and
consequentlydid not recognize net deferred loan origination fees
or a gain on sale.

--  Additionally, as a consequence of filing for bankruptcy under
Chapter 11 of the United States Bankruptcy Code ("the Bankruptcy
Filing") on March 23, 2000 and due to the Company's strategy of
pursuing liquidation, a charge of $7.7 million was recorded
related to estimated costs to be incurred over the liquidation
period.  Furthermore, the Company recorded a $5.3 million
negative valuation adjustment to the cost basis of certain assets
to reflect their net realizable value.

Revenues decreased $14.0 million for the quarter to $5.6 million
as compared with $19.6 million in the corresponding prior-year
period.  The decrease in revenues for the quarter is primarily
attributable to the Company's failure to execute a securitization
during the quarter which prevented the Company from recognizing
net deferred loan origination fees and a gain on sale.

Current quarter operating expenses (excluding interest) increased
$0.4 million as compared to the corresponding prior year period.  
Legal expenses increased during the quarter as a result of the
ongoing legal matters currently facing the Company, while
compensation and benefits increased due to severance
pay outs in connection with employee terminations.  These
increased expenses were offset by decreases in professional
services, facilities and insurance, supplies, depreciation and
amortization, travel and training, and other expenses.

Loan originations and purchases increased $0.9 million or one
percent for the quarter, as compared to the corresponding period
during 1999.  The increase in loan originations and purchases
during the current quarter is attributable to volume generated
from Coast Security Mortgage, a subsidiary purchased by the
Company during the 1999 third quarter, and through the Company's
Loan by Mail division, offset by a decrease in retail
originations.

Loan sales decreased $103 million or 81 percent during the
quarter as compared to the corresponding period during 1999.  The
decrease in loan sales is attributable to the Company's failure
to execute a securitization during the current quarter, as
previously mentioned.

Loans delinquent 30 days or more represented 4.2 percent of the
loan servicing portfolio at March 31, 2000, as compared to 5.0
percent at March 31, 1999.  Annualized loan losses for the
current quarter were 0.06 percent of the average servicing
portfolio, compared with 0.17 percent during 1999.  As a
percentage of the loan servicing portfolio, real estate owned was
0.2 percent at both March 31, 2000 and March 31, 1999.  The
Company's servicing portfolio grew four percent to $902 million
at March 31, 2000 from $866 million at March 31, 1999.  All of
the above statistics (loans delinquent, loan losses, real estate
owned and the Company's servicing portfolio) exclude the United
Kingdom portfolio, which was sold during 1999.


FRUIT OF THE LOOM: Appoints Bookshester as CEO
----------------------------------------------
Fruit of the Loom, Ltd., (NYSE: FTL) one of the world's leading
marketers and manufacturers of basic family apparel, today
announced the appointment of Dennis S. Bookshester as Chief
Executive Officer.

Mr. Bookshester has been acting CEO at Fruit of the Loom for 8
months and is a current member of the Board of Directors.  Dennis
has over four decades of retail industry experience and working
with Fortune 500 companies.  In addition, he is the former
Chairman and Chief Executive Officer of Carson Pirie Scott &
Company as well as the former CEO of Zale Corporation and Caldor.  


FRUIT OF THE LOOM: Seeks To Exercise Remedies Against Farley
------------------------------------------------------------
Pursuant to Reimbursement Documents relating to the Farley Loan
Guaranty, Fruit of the Loom moves the Court for an order
authorizing it to exercise all of its remedies against William
Farley, its former chairman and chief executive officer, without
further delay.  As previously reported and described, Fruit of
the Loom extended the loan guaranty for $65 million in early
1999.  Fruit claims that the relief requested is essential to
preserving the value of their interest in the collateral securing
the Farley Loan. The Debtors fear that the value of the
collateral will dissipate if swift and decisive action is not
taken.  

Fruit of the Loom relates that it has already paid the lenders
over $62 million in accordance with the Guaranty.  They say that
several events of default have already occurred under the Farley
Loan and Guaranty, including non-payment of amounts owed, failure
to maintain certain collateral coverage ratios and failure to pay
agreed fees.

Proceeds from all asset sales, the Debtors relate, will first be
applied to Fruit of the Loom as reimbursement for its Guaranty
payment.  Remaining proceeds would be transferred to the Lenders
to reduce existing obligations. (Fruit of the Loom Bankruptcy
News - Issue 5; Bankruptcy Creditors' Services Inc.)


GENICOM: Seeks Time To Assume/Reject Leases
-------------------------------------------
The debtor, Genicom Corporation seeks court authority to extend
the time within which the debtor may assume or reject leases of
non-residential real property.   A hearing on the motion will be
held on May 3, 2000 at 1:30 PM in the US Bankruptcy Court,
District of Delaware.  

The court has also set May 3, 2000 as the date for confirmation
of any bids accepted by the debtor for the sale of the debtor's
assets or reorganization of the estate.  Included in the assets
being offered by the debtor to prospective purchasers are the
unexpired leases on the non-residential real property.  The
auction will not occur until May 1, 2000 and the time within
which to accept leases on non-residential real property expires
on May 10,. 2000.  The debtor anticipates that it will identify
and move to assume all contracts and unexpired leases included in
the auction by May 3, 2000.  Out of an abundance of caution, the
debtor seeks to extend the time to assume or reject the leases on
non-residential real property for an additional 60 days after May
10, 2000 through and including July 10, 2000.


GOLDEN BOOKS: Principal Life Reports Holdings
---------------------------------------------
Principal Life Insurance Company and Principal Mututal Holding
Company beneficially own 1,218,334 shares of the common stock of
Golden Books Family EntertainmentInc., 12.2% of the outstanding
shares of common stock of the company.  The entities share voting
and dispositive powers over the stock held.


HOLT GROUP: Moody's Downgrades Notes
------------------------------------
Moody's Investors Service downgraded the ratings of The Holt
Group, Inc.'s $140 million 9 _% senior unsecured guaranteed notes
due January 2006 to Caa3 from Caa1, the Issuer rating to Ca from
Caa2 and the Senior Implied rating to Caa1 from B2. The rating
outlook is negative.

The rating action was prompted by the company's substantial
under-performance compared to January 1998 expectations when the
Caa1 rating was assigned, by Holt's announcement that it expects
to report a net loss for the year ended December 31, 1999 of at
least approximately $20 million, and that the loss will result in
covenant defaults under its debt agreements. This loss is
expected even though the company had reported for the nine months
ended September 30, 1999 net income of positive $13.4 million and
EBITDA of $41.0 million, significantly higher than the year
earlier reported results of $9.7 million and $30.1 million,
respectively. The company had recently indicated that its annual
audit has not been completed and therefor was not yet in a
position to file its Annual Report on Form 10-K.

The company also disclosed in its Form 8-K filing that it has
become aware of the accounting impact of the existence of certain
company guarantees of the indebtedness of related companies which
had not been previously considered in the preparation of its
financial statements for 1997 and 1998, and interim periods
through September 30, 1999. The existence of these guarantees
resulted in covenant defaults under its debt agreements.

As a result of the defaults, $207 million of indebtedness under
the defaulted agreements should have been presented in the
company's December 31, 1998 balance sheet as current liabilities
rather than long-term liabilities. Further, the assets,
liabilities and results of operations of the related party should
have been consolidated in the company's financial statements
which would have resulted in $44 million additional total assets
and $46 million additional total liabilities at December 31,
1998, with a comparable impact to the financial statements for
the interim periods through September 30, 1999. However,
according to Holt, the reclassification of the indebtedness would
not have had a material impact on the company's consolidated
statements of income, comprehensive income, stockholders' equity
or cash flows for 1997 or 1998.

The negative rating outlook reflects Moody's concern about
liquidity at the company given its default status and uncertainty
now as to the true financial condition of the company.

The senior unsecured notes are effectively subordinated to
secured indebtedness of the company and the guarantors, including
indebtedness under the bank revolving credit facility, with
respect to assets securing such indebtedness. The notes are also
effectively subordinated to claims of creditors of the company's
subsidiaries, except to the extent that such subsidiaries are
guarantors.

The Holt Group Inc., a privately owned holding company, operates
companies under the Holt name offering cargo services, including
stevedoring and warehousing, at the Ports of Philadelphia, PA and
Wilmington, DL and under the Navieras trade name provides cargo
services at the Port of San Juan, Puerto Rico and operates Jones
Act container vessels in the east coast US to Puerto Rico market.
The company also owns through a non-guarantor subsidiary a 24%
interest in Atlantic Container Line. The Holt Group is
headquartered in Gloucester City, NJ.


JAY JACOBS: Meeting of Creditors
--------------------------------
Jay Jacobs Inc. originally filed a Chapter 11 petition on
September 3, 1999.  The case was converted to a Chapter 7 on
April 14, 2000.  The attorney for the debtor is Mark Charles
Paben, 701 5th Ave #5000, Seattle, WA - tel. 206-623-7580.

The meeting of creditors is set for May 30, 2000 at 1:30 PM at
Park Place Bldg, 1200 6th Ave, Room 614, Seattle, WA 98101.


LEVITZ: Ninth Motion To Extend Time to Assume/Reject Leases
-----------------------------------------------------------
Without prejudice to requesting further extensions, the Debtors
ask Judge Walrath to extend, pursuant to 11 U.S.C. Sec.
365(d)(4), their time within which to decide whether to assume,
assume and assign or reject their remaining non-residential real
property leases to June 27, 2000.  

The Debtors report that they have already made decisions, through
the Bulk Sale Transaction and otherwise, about two-thirds of
their 105 leases.  Moreover, the Debtors have recently brought
DJM Asset Management aboard to market certain Unexpired Leases
for Closed Stores.  (Levitz Bankruptcy News - Issue 43;
Bankruptcy Creditors' Service Inc.)


MDU RESOURCES: Subsidiary To Acquire Assets
-------------------------------------------
MDU Resources Group Inc. announced that WBI Holdings Inc., a
subsidiary of the company, has acquired essentially all of the
assets of Preston, Reynolds and Co. Inc., a natural gas
exploration and production company headquartered in Denver and
specializing in the development of coal bed methane gas supplies.

This acquisition makes us a substantial player in one of the most
rapidly developing and exciting natural gas exploration and
production regions in the onshore United States,' said John K.
Castleberry, president and CEO of WBI.


MICHAEL PETROLEUM: Third Motion For Use of Cash Collateral
-----------------------------------------------------------------
A hearing on the third motion of the debtors, Michael Petroleum,
for order authorizing use of cash collateral and granting
adequate protection, filed by Michael petroleum Corporation,
Michael Petroleum Alpha Corporation, and Michael Holdings, Inc.
will be held before the Honorable Wesley W. Steen, US Courthouse,
Courtroom #400, 4th Floor, 515 Rusk Street, Houston, Texas 77002
on Monday, May 15, 2000 at 11:30 AM.

The debtors seek authority to continue to use Christiania's and
the M&M Lien Creditors' cash collateral through June 30, 2000
under the same terms and conditions as under the prior Cash
Collateral Orders and in accordance, and in a manner not
inconsistent with the Budget attached to the motion.


MOSSIMO: Annual Meeting Set For May 22, 2000
--------------------------------------------
The annual meeting of stockholders of Mossimo, Inc. will be held
at the Radisson Plaza Hotel Minneapolis, 35 South 7th Street,
Minneapolis, Minnesota 55402, on May 22, 2000 at 2:00 p.m. for
the following purposes:

    1.  To elect two directors to serve a three-year term; and

    2.  To transact such other business as may properly come
before the
       meeting.

The Board of Directors has fixed April 4, 2000 as the record date
for determination of stockholders entitled to notice of and to
vote at the annual meeting.


NEW AMERICAN: Mounting Losses Culminate in Bankruptcy
-----------------------------------------------------
According to a report in Modern Healthcare on April 24, 2000,
a string of adverse circumstances--ranging from a poorly timed
initial public offering to competitive markets and mounting
losses--culminated in a bankruptcy filing for New American
Healthcare Corp. last week.

The company is now seeking buyers for all of its eight hospitals
and hopes to sell them by the end of July, said Craig Gabbert, a
lawyer representing New American in the bankruptcy.
According to the report, at the end of March, the company had
assets valued at $144.9 million and liabilities of $135.9
million, said Dana McLendon Jr., the company's senior vice
president and chief administrative officer.

At the time of its filing, New American had obtained letters of
intent from potential buyers for seven of its hospitals. It had
just sold its flagship hospital, Wentzville, Mo.-based Doctors
Hospital, which has 90 beds, to Essent Healthcare, a Nashville-
based start-up.

The company's senior lenders, led by Toronto Dominion Bank, have
agreed to provide $5 million in debtor-in-possession financing so
New American can continue to operate its hospitals, pay employee
salaries and pay vendors, McLendon said.

At the end of 1999, New American notified its lenders that it was
going to miss interest payments and said it had fallen below the
New York Stock Exchange's listing standards. In February, the
company missed another interest payment.

Analysts attributed the company's financial decline to its
portfolio of hospitals, some of which were not rural enough to
escape managed-care and market-share competition.

In February, the company announced it had lost $13 million during
the quarter ended Dec. 31, 1999, compared with net income of $1.2
million in the year-ago period.


ORBITAL SCIENCES: Annual Meeting To Be Held on June 1, 2000
-----------------------------------------------------------
The annual meeting of stockholders of Orbital Sciences
Corporation, a Delaware corporation, will be held at the
company's headquarters located at 21700 Atlantic Boulevard,
Dulles, Virginia 20166, on Thursday, June 1, 2000
at 9:00 A.M. for the following purposes:

1. To elect four directors for three-year terms ending in 2003.

2. To transact any other business that may arise.

The Board of Directors has set April 20, 2000 as the record date
for the meeting.  This means that owners of the company's common
stock at the close of business on that date are entitled to
receive notice of the meeting and to vote at the meeting.


PENNCORP FINANCIAL: Court Approves Disclosure Statement
-------------------------------------------------------
PennCorp Financial Group, Inc. announced that the Delaware
Bankruptcy Court has approved the adequacy of its Disclosure
Statement for its Plan of Reorganization.

The approval of the Disclosure Statement allows PennCorp to
commence the solicitation of votes for approval of its Plan of
Reorganization.  Plan materials and ballots are expected to be
mailed the week of May 1.  The deadline for returning completed
ballots is May 31, in accordance with the instructions on the
ballot.  A hearing to confirm the Plan is scheduled June 5, with
consummation of the Plan anticipated to occur shortly following
confirmation. Any objections to the confirmation of the Plan must
be filed with the Court on or before May 30.

Last month, the Company's Board of Directors selected a
recapitalization transaction proposed by Inverness/Phoenix
Capital LLC and Vicuna Advisors, LLC on behalf of the unofficial
ad hoc committee of preferred stockholders, and Bernard Rapoport
and John Sharpe as the final accepted offer. The Official
Committee of Unsecured Creditors appointed in the Company's
Chapter 11 case supported the selection of the recapitalization
transaction.

Inverness and Vicuna currently represent 45.8 percent of the
holders of the Company's two outstanding series of preferred
stock.  Messrs. Rapoport and Sharpe have committed to invest a
total of $23 million in the recapitalized company, and Inverness
and Vicuna have committed to fully underwrite a total $ 24.5
million rights offering of equity in the recapitalized company.

The Court also signed a stipulation agreement that allows the
Company to consummate the reinsurance transaction contemplated as
part of the recapitalization transaction.  Under the transaction,
which has the consent of PennCorp's senior lenders, Southwestern
Life and Security Life & Trust will reinsure substantially all of
its existing deferred annuity blocks of business to a reinsurer.  
In connection with the receipt of consent of the senior
lenders, PennCorp has agreed to repay the senior lenders $5
million.  After such repayment, PennCorp will owe the lenders $60
million.

The Company has received irrevocable commitments from holders of
approximately 71 percent of its two outstanding series of
preferred stock that they will vote in favor of the proposed
recapitalization transaction upon solicitation by the Company
which when voted will satisfy the voting requirements for
confirmation of the Plan of Reorganization.  Under the proposed
recapitalization transaction, the preferred stockholders will
receive one share of common stock of the reorganized company for
each share of outstanding preferred stock.  In addition, the
preferred stockholders will have an opportunity pursuant to the
rights offering to purchase .3787 shares of common stock of the
reorganized company for each share of outstanding preferred stock
owned at a purchase price of $12.50 per share.  All existing
shares of the Company's common stock will be cancelled for no
value, and the Company's existing senior and subordinated debt,
with principal estimated to aggregate approximately $175 million
at confirmation, will be paid in full in cash.  Any and all other
claims and liabilities of the Company will be paid in accordance
with their terms.

Consummation of the recapitalization transaction is subject to
certain conditions including regulatory approvals, the
consummation of a $95 million credit facility with ING Barrings
in New York, the consummation of the reinsurance transaction, an
order confirming the Company's Plan of Reorganization that
incorporates the proposed recapitalization transaction shall
have been entered by the Bankruptcy Court and such order shall be
unstayed and in full force and effect, and the closing of the
recapitalization occurring not later than December 31, 2000.  The
definitive agreement for the credit facility and the reinsurance
transaction will contain conditions to consummation including no
material adverse change as defined in the proposed credit
agreement.

The Texas Department of Insurance has issued its order approving
the Form A-Change of Control Application submitted by the
Inverness group and Bernard Rapoport.

PennCorp Financial Group, Inc. is an insurance holding company.  
Through its subsidiaries, the Company underwrites and markets
life insurance and accident and sickness insurance throughout the
United States.  The Company filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware in Wilmington on February 7, 2000.


RECOM MANAGED SYSTEMS: Plans To File Chapter 7
----------------------------------------------
The Board of Directors of Recom Managed Systems, Inc. (OTC BB:
RMSI) has voted that the company file voluntary Chapter 7
bankruptcy proceedings in the United States Bankruptcy Court
Eastern District of California.

Jack Epperson, President and CEO of Recom, explained that this
action became necessary after the company incurred substantial
debt in anticipation of receiving investor funding from a
consortium of European investors. He stated that the investors
agreed to fund up to two million dollars, but the company
actually received a total of$124,000. The company was dependent
on this outside funding to offset its negative cash flow.
Consequently Recom was forced to borrow heavily and is now unable
to meet its obligations.

The company plans to file a formal bankruptcy petition with
District Court the week of May 1, 2000.   


SAFETY COMPONENTS: Final Court Approval of DIP Financing
--------------------------------------------------------
Safety Components International, Inc. (Nasdaq: ABAG) and certain
of its United States subsidiaries, including Safety Components
Fabric Technologies, Inc. and Automotive Safety Components
International, Inc., a leading, low cost supplier of automotive
airbag fabric and cushions in the United States, which commenced
chapter 11 cases on April 10, 2000, obtained final bankruptcy
court approval of debtor-in-possession financing in Delaware this
afternoon.

Safety Components' motion for debtor-in-possession financing was
not objected to by any party.  The debtor-in-possession financing
obtained from Bank of America, N.A., for up to $30.6 million 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.


SAFETY COMPONENTS: Taps Arthur Andersen
---------------------------------------
The debtors, Safety Components International, Inc., et al. seek
authority to employ and retain Arthur Andersen as auditors and
tax and accounting advisors to Safety Components.  A hearing will
be held on may 4, 2000 at 1:00 PM before the Honorable Joseph JU.
Farnan, Jr., US District Court for the District of Delaware.

The firm will charge hourly rates of $350-$520 for partners and
principals, $240-$384 for managers and director, $150-$280 for
senior consultants, and $80-$150 for staff/paraprofessionals.


SILICON GAMING: Conducting Exchange Offer
-----------------------------------------
Silicon Gaming, Inc. is conducting an exchange offer whereby
participating shareholders may exchange each share of common
stock held for a unit consisting of one share of common stock and
a warrant to purchase 3.59662 shares of common stock.  
Participating shareholders will not be required to tender their
physical share certificates. The shares of common stock tendered
will remain outstanding and the participating shareholders will
receive the Exchange Warrants in addition to the shares of common
stock they will continue to hold.  Participating shareholders
will only be required to tender the Notice of Election to
Participate which accompanies the company's Offering Circular.


STELLEX TECHNOLOGIES: Interest Installment Blocked
--------------------------------------------------
Stellex Technologies, Inc. announced that the Agent under its
$235 million Amended and Restated Credit Agreement  has delivered
a Payment Blockage Notice to the trustee of its 9 1/2% Senior
Subordinated Notes due 2007 prohibiting the payment by Stellex of
the semi-annual installment of interest which is due to the
holders of the Notes on May 1, 2000.  The senior lenders under
the Credit Agreement delivered the notice because of defaults
under certain financial covenants in the Credit Agreement.  The
notice will prohibit Stellex from making any interest payments
on the Notes for a period of up to 180 days.

Stellex has negotiated consent agreements with its senior lenders
to address operational needs.

Stellex's Chief Financial Officer, P. Roger Byer, said:  "We have
worked with the lenders to meet our short-term liquidity needs.  
It is the Company's intention to maintain all of its existing
customer, vendor and employee commitments.  The Company
previously retained Donaldson, Lufkin & Jenrette
Securities Corporation to evaluate various strategic alternatives
available to the Company."

In connection with the defaults under the Credit Agreement,
Stellex has engaged Chanin Capital Partners to advise and assist
it in developing alternatives to address the defaults under the
Credit Agreement.

The Company did not file its Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, due to delays in completion
of year-end financial statements and related audit work resulting
from unanticipated turnover in key financial personnel at Stellex
Aerostructures.  In addition, the Company has encountered delays
in the completion of audit work necessary in connection with
finalization of the Form 10-K.

Stellex Technologies is a leading provider of highly engineered
subsystems and components for the aerospace, defense, and space
industries.  Stellex Technologies operates through two primary
subsidiaries, Stellex Electronics and Stellex Aerostructures.  
Stellex Electronics is comprised of two subsidiaries, Microwave
and Phoenix.  Microwave is a worldwide leader in the design,
manufacture, and marketing of fully integrated, proprietary
microwave electronic subsystems for radar-guided tactical missile
systems and a broad line of high radio frequency and microwave
frequency single function modules. Phoenix is a leading supplier
of RF and Microwave components, such as ultra linear power
amplifiers for both commercial and military applications. Stellex
Aerostructures is comprised of three subsidiaries, Aerospace,
Monitor, and Precision Machining.  Aerospace is involved
primarily in the precision machining of turbomachinery
components, aircraft hinges, and other structural components for
the aerospace and space industries.  Monitor and Precision
Machining are leaders in the manufacturing of large complex
machined parts and structural sub-assembly components and provide
various consulting services to the aerospace industry.


SUPERIOR NATIONAL INSURANCE: Files Chapter 11 Petition
------------------------------------------------------
Superior National Insurance Group, Inc. (SNTL) announced that on
April 26, 2000 it filed a petition seeking reorganization under
Chapter 11 of the United States Bankruptcy Code for itself, and
three of its subsidiaries, Business Insurance Group, Inc., SN
Insurance Services, Inc., and SN Insurance Administrators, Inc.
SNTL does not expect the filing to negatively impact its
operations, or the operations of its former insurance
subsidiaries that are under the control of the California
Department of Insurance.

On April 20, 2000, a Superior Court in Los Angeles ruled against
SNTL's objection to an interim reinsurance arrangement and
proposed rehabilitation plan procedures that were submitted to
the court on Tuesday, April 18, 2000, by the CDI. SNTL arranged
an alternative reinsurance contract on April 19-20 with terms
that were superior to those offered by the CDI. The CDI argued
that it preferred its initial proposal principally because SNTL's
alternative might require the involvement of several of its prior
management in SNTL's continuing insurance operations.

J. Chris Seaman, SNTL President and Chief Executive Officer,
stated, "Superior National is disappointed that a demonstratively
better offer which we solicited and supported was rejected by the
CDI for the reasons their representatives expressed in court and
in the press. The confidential and rushed approach by the CDI
limited its own ability to review our better offer, and left
the Superior Court judge with no choice but to uphold the CDI's
puzzling recommendation of a less worthy deal."

Mr. Seaman continued, "In light of the CDI's recent actions,
Superior National believes it had no alternative but to file for
protection under the Bankruptcy Code in order to best protect its
interests and assets, and its creditors' interests. SNTL hopes
the CDI will cooperate with the United States Bankruptcy Court in
this endeavor."

Superior National previously announced on March 3, 2000, that the
California Department of Insurance seized the assets and
operations of SNTL's four California domiciled insurance
subsidiaries.

  
UFG INTERNATIONAL: Confirmation Hearing Set For May 23, 2000
------------------------------------------------------------
The following release was issued by Brauner Baron Rosenzweig &
Klein, LLP:

NOTICE IS HEREBY GIVEN that, on April 5, 2000, the United States
Bankruptcy Court for the Southern District of New York entered an
Order approving the Trustees' Joint Report of Investigation and
Joint Disclosure Statement with respect to the Trustees' Joint
Plan of Liquidation dated February 25, 2000, for UFG
International, Inc. and Underwriters Financial Group, Inc.  
Pursuant to the Order, copies of this notice and the Disclosure
Statement (with the Plan attached as Exhibit "A" thereto and the
Order attached as Exhibit "C") have been mailed to all known
creditors and equity security holders of the Debtors. Ballots for
voting to accept or reject the Plan have been mailed to all known
creditors entitled to vote to accept or reject the Plan.  If you
are a creditor of the Debtors and have not received a copy of the
Plan, the Disclosure Statement, or, if applicable, a ballot, you
may obtain a copy of same by telephoning Brauner Baron Rosenzweig
& Klein, LLP (Attn: Tracy Heston) at 212-797-9100.

NOTICE IS FURTHER GIVEN that the Disclosure Statement, the Plan,
and the Order may be inspected on the Bankruptcy Court's
electronic docket for the Debtors' Chapter 11 cases, which is
available on the Internet, at http://www.nysb.uscourts.gov.

NOTICE IS FURTHER GIVEN that all ballots to accept or reject the
Plan must be properly completed, executed, and mailed or
delivered to Brauner Baron Rosenzweig & Klein, LLP, 61 Broadway,
18th Floor, New York, New York 10006 (Attn: Tracy Heston) so that
they are RECEIVED no later than 5:00 p.m. (Eastern Time) on May
16, 2000.  If your ballot is not properly completed or received
within such time, it will not be counted as a vote to accept or
reject the Plan.  BALLOTS RECEIVED BY FACSIMILE OR TELECOPY
TRANSMISSION WILL NOT BE ACCEPTED AND WILL NOT BE COUNTED AS AN
ACCEPTANCE OR REJECTION OF THE PLAN.

NOTICE IS FURTHER GIVEN that the Court has fixed May 23, 2000 at
9:30 a.m. as the date and time for the hearing to consider
confirmation of the Plan and related matters.  The Confirmation
Hearing will be held before the Honorable Jeffry H. Gallet,
United States Bankruptcy Judge, in Room 523 of the United States
Bankruptcy Court, Alexander Hamilton U.S. Custom House, One
Bowling Green, New York, New York 10004-1408 at such date and
time. The Confirmation Hearing may be adjourned from time to time
without further notice other than an announcement of the
adjourned date or dates at the Confirmation Hearing or at an
adjourned hearing.

NOTICE IS FURTHER GIVEN that any objection to confirmation of the
Plan must be made in writing and must (a) state the name and
address of the objecting party and the nature of the claim or
interest of such party,  (b) state with particularity the nature
of each objection and the legal and factual grounds therefor, and
(c) be filed together with proof of service, with and actually
received by the Court, with a copy to Chambers, and served upon
and actually received by the parties listed below, on or before
May 16, 2000 at 5:00 p.m. (Eastern Time):

Brauner Baron Rosenzweig & Klein, LLP, Attorneys for UFGI Trustee
61 Broadway, 18th Floor, New York 10006,
Attn: Alan Nisselson, Esq.

Eva H. Posman, Esq., Attorney and Trustee for UFG
230 Park Avenue, New York, New York 10169

Office of the United States Trustee
33 Whitehall Street, 21st Floor, New York, New York 10004,
Attn: Pamela Lustrin, Esq.

NOTICE IS FURTHER GIVEN THAT, UNLESS AN OBJECTION IS TIMELY
SERVED AND FILED IN ACCORDANCE WITH THIS NOTICE, SUCH OBJECTION
WILL NOT BE CONSIDERED BY THE BANKRUPTCY COURT.
Dated:  New York, New York
April 5, 2000

       
US JET PROPERTIES: Judge Dismisses Bankruptcy Petition
-------------------------------------------------------
U.S. Bankruptcy Judge Ralph Kirscher granted a Department of
Justice motion to dismiss the chapter 11 bankruptcy petition
filed by US Jet Properties after company representatives failed
to show up at a hearing last week, The Associated Press reports.

Ken DeBree, who owns US Jet Inc. and its subsidiary US Jet
Properties last week said he welcomed the dismissal even though
he didn't realize there was a hearing scheduled.


WASTE MANAGEMENT: Completes Sale of Operations in Finland
---------------------------------------------------------
Waste Management, Inc. (NYSE:WMI) today announced that its
wholly-owned subsidiary has completed its previously announced
transaction to sell its waste services operations in Finland to
Lassila & Tikanoja plc for approximately $100 million.

The sale stems from Waste Management's strategy to re-focus on
its North American solid waste operations. To date, the Company
has generated proceeds of approximately $540 million from the
sale of international assets in Finland and The Netherlands, from
the completion of a secondary offering of shares representing its
interest in a waste services business in New Zealand, and from
other non-material sales. Waste Management previously has
announced agreements for the sale of waste service operations in
Australia and Italy. The Company expects these transactions to be
completed in the second quarter. In North America, the Company
has announced agreements to sell its nuclear waste services
business and certain solid waste operations.

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


WESTSTAR CINEMAS: Applies To Retain Valuation Experts
-----------------------------------------------------
The debtors, Weststar Cinemas, Inc., et al. seek authority to
retain and employ Huntley, Mullaney & Spargo, LLC as valuation
experts on behalf of the Official Committee of Unsecured
Creditors. The company's fees will not exceed $15,000 without
further approval of the Committee.


WICKES: Annual Meeting Set For May 18, 2000
-------------------------------------------
Stockholders of Wickes Inc. invited to attend the annual meeting
of the company to be held on Thursday, May 18, 2000, at 10:00
a.m., Central Daylight Time, at the executive offices of the
company, 706 North Deerpath Drive, Vernon Hills, Illinois.

The meeting will be held for the following purposes:

(1) To elect two members of the Board of Directors for three-year
terms and until their successors have been elected and qualified.

(2) To approve the appointment of Deloitte & Touche LLP as
independent auditors for the company.

(3) To transact such other business as may properly come before
the meeting.

Shareholders of record at the close of business on April 7, 2000,
will be entitled to vote at the annual meeting.

                       *********

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.

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