TCR_Public/000502.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Tuesday, May 1, 2000, Vol. 4, No. 85


@TRACK COMMUNICATIONS: Annual Meeting Set For May 23, 2000
ATC GROUP: Successfully Emerges From Chapter 11 Reorganization
CANADIAN AIRLINES: Plan To Restructure Approved
CHAI NA TA: Court Approves Financial Restructuring Plan
CWT SPECIALTY STORES: Notice of Bankruptcy Sale of Lease

EINSTEIN/NOAH: Interim Approval For $31 Million DIP Financing
ENTEX INFORMATION: Siemens Completes Acquisition
FALLS LEATHER: Being Liquidated
FIRST ALLIANCE: Reports First Quarter Loss Per Share of $0.81
FRONTIER INSURANCE: Auditor Expresses Doubt

HCC INDUSTRIES: Ferraid Becomes President and CEO
HEBERER EQUIPMENT: Shuts Down Due to Financial Problems
HMT TECHNOLOGY: Announces Merger Agreement With Komag
HMT TECHNOLOGY: Terms of Merger Agreement
HYUNDAI GROUP: Stock Plunges on Liquidity Shortage Rumors

HYUNDAI GROUP: To Let Go of Several Affiliates
HYUNDAI INVESTMENT TRUST: Dragging Down Parent, Stock
HYUNDAI INVEST.TRUST: Gov't May Extend Low-Interest Loans
JITNEY JUNGLE: Exits Baton Rouge Market
KITTY HAWK: To Suspend Operations

PINNACLE MICRO: Files Voluntary Petition Under Chapter 11
PRECISION AUTO: Getty Petroleum Announces Alliance
RECOM MANAGED SYSTEMS: Plans to File Chapter 7
ROBERDS: Seeks Order Compelling Payment
SILICON GAMING: Commences Exchange Offering

SOGO CO.: Future hanging as banks consider debt waivers
SUNSHINE MINING: To Restructure Balance Sheet
SUPERIOR NATIONAL: Files Suit Under Fraudulent Transfer Act
SYMONS INTERNATIONAL: Moody's Downgrades Ratings
TAL WIRELESS NETWORKS: Plans to Liquidate Assets

TV FILME: Court Confirms Plan
UNITED STATES EXPLORATION: Agreements To Resolve Existing Default
WASTE MANAGEMENT: BioGro Subsidiary to be Sold

Meetings, Conferences and Seminars


@TRACK COMMUNICATIONS: Annual Meeting Set For May 23, 2000
The annual meeting of stockholders of @Track Communications, Inc.
will be held at its principle executive office, 1155 Kas Drive,
Suite 100, Richardson, Texas 75081 on Tuesday, May 23, 2000, at
2:00 p.m., to consider and vote on the following proposals:

1. Election of four directors to hold office until the next
annual meeting of Stockholders and until their respective
successors shall have been duly elected and qualified.

2. Ratification of Arthur Andersen, LLP as the company's
independent accountants for 2000.

3. Amendment of Amended & Restated 1994 Stock Option Plan to
permit non-employee members of the Board of Directors to
participate in the Option Plan

4. And transaction of any other business that may arise.
Stockholders of record as of March 24, 2000, will be entitled to
vote at this annual meeting.

ATC GROUP: Successfully Emerges From Chapter 11 Reorganization
ATC Group Services Inc. (ATC) announced 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.

CANADIAN AIRLINES: Plan To Restructure Approved
After filing for protection from its creditors under a Canadian law on
March 24 which is similar to a Chapter 11 bankruptcy in the United
States, Canadian Airlines Corp says its board has approved a plan to
restructure its C$3.5 billion (US$2.37 billion) of debt,  moving the
troubled airline closer to its planned merger with Air Canada (S).

CHAI NA TA: Court Approves Financial Restructuring Plan
Chai-Na-Ta Corp. (TSE: "CC"; OTCBB:  "CCCFF") announced that the
Court has approved the financial restructuring plan that was
previously approved by the creditors on April 20, 2000 and the
Company's shareholders on April 25, 2000.

Under the financial restructuring proposal, all creditors with an
investment of $1,500 or less are guaranteed a 100 per cent
return.  All other creditors, up to $25,000, are to receive 10
per cent of their investment in cash to a maximum of $2,500 and
15% of the balance of monies owing in excess of $25,000 in common
shares issued at book value, at the Company's last fiscal year
end of November 30, 1999, of CDN$.6804 per share.  These common
shares will have a one-year hold period from trading.

The restructuring plan reduces the Company's debt by more than
CDN$28 million.  Road King Infrastructure Limited, Chai-Na-Ta's
new major investor, who invested CDN$5 in equity also purchased
the positions of the Company's two major creditors after the
restructuring plan was accepted.  Road King has also forgiven the
remaining $10 million in debt by $5 million, reduced the interest
rate from 10.6% to 0% and extended the loan to a five year term.
The Company requires final approval by the TSE and securities
commission, which it expects shortly.

Gill said, "We are delighted at the speed by which we were able
to save the Company from receivership.  We have achieved a very
complicated restructuring program in just over three months.  The
Company is in the best financial position of its history.  We
will now have the financial stability to take advantage of an
industry turnaround, which we anticipate within the next two

We are very grateful to all our lenders, creditors, shareholders,
employees and our new investor who have worked extremely hard and
have made many concessions to allow us to reach our goal.

Chai-Na-Ta Corp., based in Langley, British Columbia, is the
world's largest supplier of North American ginseng.  The Company
farms, processes and distributes North American ginseng as bulk
root, and supplies processed extract powder for the manufacture
of value-added ginseng based products.

CWT SPECIALTY STORES: Notice of Bankruptcy Sale of Lease
United States Bankruptcy Court for the Southern District of New
York; In Re: CWT Specialty Stores, Inc., Debtors Chapter 11 Case
No. 00-10758 (JHG) The Honorable Jeffry H. Gallet, United States
Bankruptcy Judge.

The following is being issued by CWT Specialty Stores:

PLEASE TAKE NOTICE that the Debtor has filed a Motion with the
Bankruptcy Court for an Order authorizing, subject to higher and
better offers, the Assumption and assignment of its unexpired
lease with respect to its store located at The Nod Brook Shopping
Center in Avon, Connecticut to Michaels Stores, Inc.

The following is a brief outline of some of the pertinent

* The purchase price is $25,000.00 to be paid at closing.
* The sale is subject to a higher and better offer at the hearing

approval of this Order on May 5, 2000 at 9:30 AM before the
Honorable Jeffry H. Gallet at the US Bankruptcy Court, SDNY, One
Bowling Green,  NY, NY.

Any parties interested in obtaining more information regarding
the sale or regarding bid procedures and becoming a "qualified
bidder" please contact DJM Asset Management at 631-752-1100.  
(Thomas Laczay - ext 225; James Avallone - ext 224; Emilio
Amendola - ext 223; Andrew Graiser - ext 229)

Attorneys for Debtor           Attorneys for Unsecured Creditors

Weil Gotshal & Manges LLP      Kronish, Lieb, Weiner & Hellman,
767 Fifth Avenue               1114 Avenue of the Americas
New York, New York             New York, New York 10036
Attn: Judy Liu, Esq.           Attn: Lawrence Gottlieb

DJM Asset Management, LLC
445 Broad Hollow Road
Melville, NY 11747
Attn: Andrew Graiser
Dated:  April 28, 2000

EINSTEIN/NOAH: Interim Approval For $31 Million DIP Financing
Einstein/Noah Bagel Corp. (OTC Bulletin Board: ENBX) announced
that it has received Bankruptcy Court approval for interim use of
$31 million of the Company's $36 million in debtor-in-possession
(DIP) financing from the Company's existing bank lenders, led by
Bank of America, N.A.  Authorization for the full $36 million
will be considered by the Bankruptcy Court on May 22, 2000.

The financing will be used to provide funding for post-petition
trade and employee obligations, as well as ongoing operating
needs during the restructuring process.

In related actions, the Court has approved other "first-day
orders" which among other things, will allow ENBC to continue to
provide salaries, wages and benefits to all employees and to pay
in full its regular trade vendors who continue to provide goods
and services for all pre-petition obligations in the ordinary
course of business.

"We are extremely pleased to have received approval of these
items as it assures the continuation of our business and
demonstrates our commitment to our vendors and employees," said
the Company's chief executive officer, Robert Hartnett.

Einstein/Noah Bagel Corp. and its majority-owned operating
subsidiary Einstein/Noah Bagel Partners, L.P. filed Chapter 11
petitions in the U.S. Bankruptcy Court in Phoenix, Arizona on
April 27, 2000.

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.

ENTEX INFORMATION: Siemens Completes Acquisition
Newly formed "ENTEX IT Service, A Siemens Company" Offers Global
Capability to Support Mission Critical and e-Business IT Systems
and Infrastructure

Siemens has announced today that it has formally closed on its
acquisition of ENTEX Information Services, Inc. of Rye Brook, NY.

The combined operations form "ENTEX IT Service, a Siemens
Company," and is now one of the strongest independent IT service
providers in North America, with over 5,000 employees generating
approximately $ 550 million in annual revenue.

ENTEX IT Service will form a key element in Siemens' worldwide IT
Service organization, which has worldwide revenues of nearly $
2.2 billion and approximately 13,000 employees.

The combination of Siemens' UNIX expertise, both in the USA and
Europe, and ENTEX's leadership in e-business infrastructure
support services will result in the creation of a powerful new IT
Services organization, capable of supporting customers in the
increasingly demanding e-business market.

ENTEX IT Service will offer a comprehensive, vendor independent
portfolio of services, including desktop and network outsourcing,
field dispatch services, support services for UNIX data center
infrastructure, and a range of consulting services in the
UNIX/Windows NT arena.

This comprehensive service capability will also be available to
North American customers on a global basis.

FALLS LEATHER: Being Liquidated
As reported in the Broward Daily Business Review on April 28,
2000, Falls Leather Gallery, a furniture retailer based in Miami,
is being liquidated under Chapter 7 of the U.S. bankruptcy code,
after filing for reorganization under Chapter 11 in January 1999.

For Falls Leather, Howard Berlin and Michael Seese of the Miami
firm Kluger Peretz Kaplan & Berlin. For main creditor Industrie
Natuzzi SPA, Paul Singerman and Frank Caplan, partners, and
associate Brian Rich of the Miami firm Berger Davis & Singerman.

Falls Leather Gallery, once with 10 stores and as much as $ 16
million in sales, filed for reorganization in 1999 after
aggressive expansion and overhead expenses ate into the company's
cash flow. The retailer hoped to re-emerge this year under a
reorganization plan that included closing three stores,
eliminating the service department and reducing advertising
expenses. The court appointed a bankruptcy trustee when Falls was
unable to pay payroll and sales taxes that had grown to $ 250,000
during bankruptcy proceedings. The situation triggered a default
on a $ 300,000 loan Natuzzi had made during reorganization. The
court trustee decided the retailer should go into liquidation.

FIRST ALLIANCE: Reports First Quarter Loss Per Share of $0.81
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
consequently did 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

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

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.

FRONTIER INSURANCE:  Auditor Expresses Doubt
Troubled Frontier Insurance Group Inc. is taking steps to rebuild its
capital base, but its most recent financial filing reveals the hurdles it
still faces in its turnaround effort.

Those hurdles may also have become higher last Friday, when A.M. Best Co.
downgraded ratings of its underwriting units to C++ from B, citing
unexpected disclosures in Frontier's 1999 10-K filing with the Securities
and Exchange Commission.

The disclosures included a $45.5 million increase in Frontier's
previously announced net loss for 1999, bringing the total net loss to
$278.5 million, compared with a loss of $43.6 million in 1998.

In addition, Ernst & Young L.L.P., Frontier's auditor, expressed
"substantial doubt"  about the insurer's ability to survive as a going
concern,  citing its recurring operating losses and weakened
capitalization. Frontier's shareholder's equity plummeted to $78.6
million at the end of 1999, from $394.2 million the previous year.  

The 10-K also reported that Frontier's largest underwriting unit,
Frontier Insurance Co., failed to meet minimum risk-based capital
standards set by the National Assn. of Insurance Commissioners. The New
York Insurance Department, Frontier's domiciliary regulator, does not use
the NAIC guidelines, though, and is still assessing whether the insurer
meets New York's own risk-based capital standards.

HCC INDUSTRIES: Ferraid Becomes President and CEO
Effective March 9, 2000, Richard L. Ferraid became the President
and Chief Executive Officer of HCC Industries, Inc. Mr. Ferraid
has replaced Robert Rau, who served as Chief Executive Officer of
the company since January 12, 2000. Mr. Rau will continue to
serve as Chairman of the Board of Directors.

HEBERER EQUIPMENT: Shuts Down Due to Financial Problems
Jennifer Bowen reports for Belleville News-Democrat on April 24,
2000 that Heberer Equipment Co., a farm equipment store, which
sells tractors, combines and other equipment located at 511 S.
Railway Ave., has closed because of financial problems.

HMT TECHNOLOGY: Announces Merger Agreement With Komag
HMT and Komag have announced a merger agreement. The structure is
a merger of equals. The two companies will be integrated on an
even basis with a combined Board of Directors and Senior
management. The companies state there will be important roles for
both sets of employees. The stock of each of the two companies
will undergo a tax-free "stock swap". Because there are more
Komag shares outstanding, it's easier to trade HMT's stock for
Komag's stock. The exchange ratio is .9094 Komag shares for each
share of HMT stock.

The new company expects to be positioned to leverage the combined
technology and manufacturing expertise to be the pre-eminent
independent media manufacturer.

This merger will allow the new company to benefit from the
manufacturing capabilities of both organizations in providing
customers with leading edge technology, time to market, and time
to volume with the highest quality products in the industry.

A joint transition team, let by T.H. Tan President & CEO of
Komag, and Ron Buschur President & COO of HMT, will develop a
plan for merging and streamlining the management of both
companies after the "close". The deal is expected to be completed
during the third calendar quarter. Between now and "close", both
companies will operate as they do today.

There will be some duplication of resources and the new company
will attempt to minimize the impact to the individuals involved.
The companies are committed to doing this in a fair, equitable
and timely manner.

The merger is subject to shareholder, Komag lender and regulatory
approval, which could take several months to complete.  HMT must
continue business as usual during this time.  The company is
advising its employees of the impending merger and has indicated
to them that it understands the personal uncertainty and anguish
that this merger may place on many of them. It feels, however,
that this merger is in the best interest of the employees,
customers and shareholders.

HMT TECHNOLOGY: Terms of Merger Agreement
In further expansion on their merger plans Komag, Incorporated
and HMT Technology Corp. announce that their agreement for a
strategic merger of equals will create the world's leading
supplier of high-performance thin-film disks to manufacturers of
high-capacity hard disk drives.

Each company's board of directors unanimously approved the terms
of a definitive merger agreement. Under the terms of the
definitive merger agreement, each issued and outstanding share of
HMT stock will be converted into 0.9094 shares of Komag stock.
The companies have agreed to merge in a tax-free transaction to
be accounted for under purchase accounting. The transaction is
subject to customary closing conditions, including regulatory
approvals, the approval of Komag's shareholders and lenders and
the approval of HMT's shareholders, and is expected to close in
the third quarter of calendar 2000.

With combined annual revenues of over $500 million, the merged
company's customers would include leading disk drive
manufacturers such as Western Digital, Maxtor, Seagate, Iomega,
Samsung and Conner Technology. Together, Komag and HMT shipped
16.7 million units in the quarter ended March 31, 2000.

The management team will consist of top executives from both
companies. Upon completion of the merger, T.H. Tan, president and
chief executive officer of Komag, will become chief executive
officer of the combined company. Ronald Buschur, president and
chief operating officer of HMT, will become chief operating
officer of the combined company. Ronald Schauer, chairman and
chief executive officer of HMT, will be a member of the board of
directors of the combined company. The board of directors of the
combined company will be comprised of 9 members, 3 from HMT and 6
from Komag.

"This merger will allow the new company to benefit from the
manufacturing capabilities of both organizations by providing our
customers with leading edge technology, time to market, and time
to volume with the highest quality products in the industry. By
leveraging the combined technology and manufacturing expertise,
the new company will be the pre-eminent independent media
manufacturer " said Ron Buschur.

"We are excited about joining forces with HMT and are confident
that the combined company will offer greater value to both our
customers and shareholders," said T.H. Tan. "The new company will
bring together the best of the technology from each company and
will have the broadest customer base and scale to achieve the
lowest cost structure in the industry."

Founded in 1983, Komag, Incorporated has produced over 450
million thin-film disks, the primary storage medium for digital
data used in computer disk drives. The company is well positioned
as the broad-based strategic supplier of choice for the
industry's leading disk drive manufacturers. Through its advanced
development facilities in the United States and high volume
production factories in Southeast Asia, Komag provides high
quality, leading-edge disk products at a low overall cost to
its customers. These attributes enable Komag to partner with
customers in the execution of their time-to-market design and
time-to-volume manufacturing strategies.

HMT Technology Corporation independently designs, develops,
manufactures and markets high-performance thin-film disks. The
company's products are used in high-capacity hard disk drives for
a variety of high-end applications including personal computers,
network servers and workstations, and in certain removable hard
disk drive applications. The disks currently being shipped by HMT
primarily have coercivity levels of 2000 to 3400 Oersted, a
measure of storage capacity, and glide heights of 1.2 to below
0.6 microinches.

HYUNDAI GROUP: Stock plunges on liquidity shortage rumors
Stocks of the Hyundai Group took a thrashing yesterday as
the nation's largest family-controlled conglomerate was
rumored to be suffering from liquidity shortage following a
recent scandal at its investment trust management unit.

Rumors of liquidity crises at Hyundai's major affiliates
began to spread shortly after the opening of the domestic
bourse, prompting foreign and institutional investors to
dump Hyundai shares, traders said.

Two large shareholders of the scandal-ridden Hyundai
Investment Trust Management Co. faced the brunt of panic
selling. Hyundai Electronics Industries Inc. (HEI) tumbled
14.8 percent, or 3,100 won, to close at 17,850 won, while
Hyundai Securities Co. also nose-dived 14.95 percent, or
1,360 won to close at 7,740 won. In particular, foreign
investors sold off as many as 1.3 million HEI shares in a
sharp turnaround from their recent intensive buying.

HEI holds a 35.56 percent stake in Hyundai Investment Trust
Management, while Hyundai Securities has a 24.2 percent
interest.  Traders said that other Hyundai stocks -
including Hyundai Motor, Hyundai Heavy Industries and
Hyundai Construction - were also hit hard by the rumors of
liquidity crises.

Rumors of liquidity crises at Hyundai units surfaced as the
government yesterday excluded Hyundai Investment Trust
Management from a financial aid package for local
investment trusts in the wake of the scandal. Hyundai
investment trust unit was found to have illegally
transferred bad securities to customer trust funds to cover
losses and raise fund yields.

In the wake of the scandal, investors become concerned over
the morality of Hyundai Investment Trust Management, while
the company's exclusion from the aid package made investors
jittery, analysts said.  Also behind the tumble in Hyundai
stocks is on-going tax audits into the nation's four
leading conglomerates and anti-trust regulators'
investigation into their unfair in-house transactions, they

At the moment, the most urgent thing is to get the lowdown
on Hyundai's liquidity crises, which would deal a crushing
blow to the domestic stock market as well as the Korea
economy as a whole, they added.

Meanwhile, the Seoul branch office of Credit Lyonnais
Securities predicted that the risk of a price fall in HEI
shares due to the scandal at Hyundai Investment Trust and
Management is limited.

Despite its strong fundamentals, HEI shares have been
undervalued mainly due to poor performance of Hyundai
Investment Trust Management, the securities brokerage said,
advising investors to maintain their current exposure to
the electronics maker. (The Korea Herald  27-April-2000)

HYUNDAI GROUP: To let go of several affiliates
The Hyundai Group will let go of several affiliates through
spin-offs, liquidation and mergers mostly during the first

According to the consolidation schedule released by Hyundai
Thursday, auto-related units Hyundai Motor (KSE: 05380),
Kia Motors (00270), Hyundai Precision and Industry (12330)
and Hyundai Capital will be spun off during the first half.
Hyundai Pipe (10520), Aluminum of Korea (09050) and Hyundai
Energy will secede from the group after attracting foreign
capital and Inchon Steel (04020) will also be spun off
through its merger with Kangwon Industry (00900). Hyundai
Aerospace will be liquidated. Hyundai Petrochemical, which
seeks foreign capital, will be spun off during September.

The consolidation will reduce the number of affiliates to
24 from 31 at the end of last year. Consequently, total
debts will fall to 31.39 trillion won from 52.59 trillion
won at the end of last year, with debt ratio shrinking to
174 percent from 181 percent.  Hyundai earlier said the
consolidation will be completed by the end of this year,
but advanced the schedule apparently due to the rumor of
its liquidity problem that led to the stock price rout

"After September, Hyundai's debts will be less than
Samsung's 38 trillion won at the end of last year, and
assets will also drop to 51 trillion won, compared with
Samsung's 64 trillion won," a Hyundai official said.
(Asia Pulse  27-April-2000)

HYUNDAI INVESTMENT TRUST: Dragging down parent, stock
Heavy selling of Hyundai's listed subsidiaries, including
Hyundai Electronics, were at the forefront of a plunge on
the Korea Stock Exchange (KSE) Wednesday, with the KOSPI
dropping 23.97 points to 713.23 at the close of trading.

Foreign investors net sold W44.2 billion in Hyundai
Electronics share, and institutional investors net sold
W183.8 billion in shares of the key Hyundai unit. Market
observers say that Hyundai's setback is largely
attributable to problems at Hyundai Investment Trust, whose
debt exceeds its capital by W1 trillion.

Although the government announced yesterday that it would
inject W5 trillion into two investment trust companies,
they have not yet offered up any rescue plan for Hyundai-_s
investment trust arm, which is in as dire straits as the
other two firms that will be receiving government support.

One fund manager who requested anonymity said that the
Hyundai group had used Hyundai Investment Trust to raise
several trillion won from the stock market last year and
currently, no one is sure how to save it. Market observers
believe that about W2 trillion will be necessary to revive
the troubled firm.

Four different ideas have surfaces as possible ways to
extract Hyundai Investment Trust from its difficulties.
Some have suggested that Hyundai's Chung clan could issue
new stocks to raise funds, while others have said that the
firm should try to attract foreign capital. Another
suggestion has been for the company to make a capital
reduction or to seek additional funds from the government.
(Digital Chosun  26-April-2000)

HYUNDAI INVEST.TRUST: Gov't may extend low-interest loans
The Korean government said it may extend low-interest loans
to Hyundai Investment Trust & Securities Co., one of the
nation's top three trust companies plagued by their
exposure to bad corporate debt.

The Financial Supervisory Commission didn't specify an
amount or timeframe for the loans. The Seoul Broadcasting
System, citing an unidentified FSC official, said the
government will give 1 trillion won ($902 million) of low-
interest loans using proceeds raised through bond sales.

Hyundai Investment Trust's 816 billion won in capital has
been sapped by surging losses. In the fiscal year ended in
March 2000, the company expects about 400 billion won of
losses. Its borrowing from financial institutions stands at
3.5 trillion won.

While Korea's other two top trust companies, Daehan
Investment Trust Co. and Korea Investment Trust Co., will
receive another government bailout soon, Hyundai has been
silent until now about its debt problems.

"We need some government policy help, such as long-term
loans," Hyundai Investment Trust & Securities said in a

The company said its debt problems stem from its
acquisition of Hannam Investment Trust Co. in August 1998
and the government requirement that investment trust
companies buy stocks to boost the market in 1989. A Hyundai
Investment Trust & Securities official who declined to be
identified said yesterday the company was hoping to receive
low-interest loans of about 2 trillion won. The company
said it has raised 826.6 billion won in rights offers early
this year and plans to raise 200 billion won worth of
overseas funds.

"We expect our operation to turn normal even without the
government's injection of public funds because our net
income is expected to reach more than 400 billion won this
year," it said.  (Bloomberg  27-April-2000)

JITNEY JUNGLE: Exits Baton Rouge Market
Jitney Jungle Stores of America, Inc. announced the closure of
four grocery stores in the Baton Rouge, LA. market on Saturday
April 29th.  The addresses are, 102 Airline Highway, Gonzales,
LA., 7580 Bluebonnet Blvd, Baton Rouge, LA., 6576 Jones Creek
Road, Baton Rouge, LA., 5255 Highland Road, Baton Rouge, LA.

Ron Johnson, President and Chief Executive Officer of JJSA, Inc.
said, "We are confident that by closing this group of stores and
continuing to streamline operations, JJSA, Inc. can significantly
enhance its profitability. Our objective since the bankruptcy
filing back in October 1999 has been to use the reorganization
process to create a more manageable capital structure and
strengthen our business."  Johnson also said there could possibly
be two or three additional closings in the next two to three
months and that should complete our transition into a smaller but
stronger company.

Johnson added, "Jitney expects to emerge from bankruptcy by the
end of the year without debt and with a financial structure in
place that will enable us to compete successfully in the years to

In addition, Jitney Jungle also closed one of its grocery stores
in Hattiesburg which is located at 5058 Hardy Street as well as
the companion Pump & Save gas station and the store located at
2360 South Range Ave., Denham Springs, LA.  The company currently
operates 146 grocery stores, 47 gas stations and 10 liquor stores
in Mississippi, Alabama, Louisiana and Florida.

KITTY HAWK: To Suspend Operations
According to an article in The Wall Street Journal on May 1,
2000, Kitty Hawk Inc. said it will suspend operations at its
International division in Ypsilanti, Mich. The division operates
19 cargo aircraft, including seven Boeing 747s, six Lockheed L-
1011s and six Douglas DC- 8s.

The air-freight company announced previously that it was strained
by a liquidity crisis and that filing a  Chapter 11 bankruptcy
was possible.  The company reportedly plans to continue normal
operations at its cargo division in Fort Wayne, Ind. It said
it will still provide service through its air-cargo division,
which operates Boeing 727 freighters, and its charter division.
PINNACLE MICRO: Files Voluntary Petition Under Chapter 11
On April 20, 2000, Pinnacle Micro Inc. filed in the United States
Bankruptcy Court for the Central District of California, Santa
Ana Division, a voluntary petition for reorganization under
Chapter 11 of Title 11 of the United States Bankruptcy Code.

As a result of the Chapter 11 filing, Pinnacle is managing its
business as a debtor-in-possession subject to Bankruptcy Court
approval for certain actions of the registrant. The company's
daily operations will continue in accordance with its customary
practices. During Pinnacle's reorganization, the company intends
to develop a comprehensive business plan to revitalize its

PRECISION AUTO: Getty Petroleum Announces Alliance
Getty Petroleum Marketing Inc. (NYSE: GPM) and Precision Auto
Care, Inc. (Nasdaq: PACI) announced the formation of a strategic
alliance to test Precision Auto Care's franchise systems at Getty
service stations in New England. There are 18 potential sites in
Massachusetts, New Hampshire, Rhode Island and Maine designated
for the initial test.

Under the Agreement, certain Getty dealers will be offered a
Precision Auto Care franchise. Precision Auto Care presently
markets three distinct car care service offerings: Precision Tune
Auto Care(R), Precision Lube Express(R) and Precision Auto Wash

Vincent J. DeLaurentis, President and Chief Operating Officer of
Getty Petroleum Marketing Inc., said that "this alliance creates
an enormous opportunity for our service station dealer network
with service bays to gain the state-of-the-art marketing and
training expertise from the Precision Auto Care experts."

Charles L. Dunlap, Chief Executive Officer and President of
Precision Auto Care, Inc., indicated that "the landscape of the
auto service world requires more specialization and
sophistication. Our multiple franchise system brings this to the
marketplace. By joining with Getty, we will be able to build off
of a proven brand. Both of us will benefit from the other's

RECOM MANAGED SYSTEMS: Plans to File Chapter 7
The Board of Directors of Recom Managed Systems Inc., Sacramento,
Calif., voted that the company should file chapter 7 in the
Eastern District of California, according to a newswire report.
Company President and CEO Jack Epperson said that the filing
became necessary after the company incurred substantial debt in
anticipation of receiving investor funding from a consortium of
European investors, who had agreed to fund up to $2 million, but
the company actually received $124,000. The company said it plans
to file a formal bankruptcy petition with the district court this
week.(ABI 01-May-00)

ROBERDS: Seeks Order Compelling Payment
Roberds, Inc., debtor, seeks a court order compelling Hilco/Great
American Group, Planned Furiture Promotions Inc. and Professional Sales
a& Consulting Company, Inc. to make cash payments due the debtor pursuant
tot eh terms of the Agency Agreement approved by the court on February 2,
2000.  The debtor states that the Hilco Joint Venture currently owes the
debtor the sum of $758,358.46 for payrooll taxes and cocumpancy expenses
under the Agency Agrteeement, and that further additioanl aexpenses may
also be cue.

The Hilco Joint Venture has asserted it overpaid debtor for inventory ina
na approximate amount of $602,000.  The debtor disputes that claim and
states that the maximum overpayment, if any, is approximately $105,000.  
As a result, the amounts the Hilco Joint Venture swes the debtor far
exceed any possible overpayment, even assuming for the sake of argument
that the Hilco Joint Venture's incorrect overpayment caluclation is

SILICON GAMING: Commences Exchange Offering
As previously reported, Silicon Gaming, Inc. has commenced an
exchange offer relating to the financial restructuring completed
in November 1999. The exchange offer expires at 5:00 P.M. New
York City time on May 19, 2000,
unless extended.

Under the exchange offer participating shareholders may exchange
each share of common stock they hold 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.  Rather, shares of
common stock 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 an
election notice.

Shareholders who elect to participate must tender their election
notices prior to the expiration of the exchange offer.  
Beneficial holders whose shares of common stock are registered in
the name of a broker, dealer, commercial bank, trust company or
other nominee must contact that person or entity if they desire
to tender an election notice.  Tenders of election notices may be
withdrawn at any time prior to the expiration date of the
exchange offer.  After the expiration date, all tenders are
irrevocable.  The company's obligation to consummate the exchange
offer is subject to several conditions.

The exercise price of the Exchange Warrants is $0.1528 per share.  
The Exchange Warrants are not exercisable for the first twelve
months after their issuance and will terminate four years from
their issuance, if not otherwise terminated prior to that time.  
If the share price of the company's common stock, as reported on
the Nasdaq National Market or a national securities exchange,
exceeds $0.2346 per share for twenty consecutive trading days,
the holders of the Exchange Warrants would have 180 days to
exercise the Exchange Warrants or they would automatically
expire.  This provision is not effective while the common stock
is trading on the OTC Bulletin Board or during the first two
years following issuance of the Exchange Warrants.

The maximum number of Exchange Warrants to be issued is
15,288,169. If all Exchange Warrants are issued they could be
exercised for, in the aggregate, 54,985,734 shares of common
stock.  Currently, there is no market for the Exchange Warrants
and the company does not intend to register the Exchange Warrants
or file an application for the Exchange Warrants on any
securities exchange.

EquiServe Trust Company, N.A., the company's transfer agent, is
acting as exchange agent in the exchange offer, and wil  also act
as warrant agent.  Georgeson Shareholder Communications, Inc. is
acting as information agent in the exchange offer.  Shareholders
may contact the information agent at  (800) 223-2064, or collect
at (212) 440-9800, for information about tendering Election

Silicon Gaming, Inc. is an industry leader in the design and
manufacture of slot machines such as the  Odyssey(R) and  
Quest(TM),  which feature such innovative games as  Banana-Rama  
Deluxe,  Eureka,  Strike-It-Rich, Vacation,  Lucky-Draw, TopHat
21 and Phantom Belle Poker.  The company is headquartered in Palo
Alto, California.

SOGO CO.: Future hanging as banks consider debt waivers
Sogo Co. (8243) Wednesday announced that group liabilities
outweighed assets by 580 billion yen when the company's
fiscal year ended Feb. 29, a figure worse than the 530
billion yen previously estimated.

The firm also revealed a consolidated net loss of 137.6
billion yen for the year.  Fiscal 2000 operating revenue
will increase more than sixfold to over 1 trillion yen
because Sogo will include 127 firms on its consolidated
financial statements, compared with just one in fiscal
1999. But the group anticipates a pretax loss of 7 billion
yen, and that will likely interfere with restructuring

The Sogo group is asking 73 banks for debt waivers totaling
639 billion yen -- among the largest such requests in
Japan's history -- by the end of fiscal 2001. It is far
from clear, however, whether all the banks will be willing
to forgive the claims.

A major source of strife in the negotiations is the lack of
confidence banks have that Sogo management will be able to
successfully restructure the company if the waivers are
granted. Three Sogo representative directors are trying to
persuade the banks that earnings will surge if unprofitable
stores are closed. But bank officials have responded by
saying the projections are overly optimistic.

"For an agreement to be reached, we need a restructuring
plan that will satisfy shareholders," noted a regional bank
official. If the banks forgive debt based on what they see
as optimistic restructuring plans, they could be saddled
with secondary losses, the official said.

Some regional banks are concerned about how Sogo will
compute the amount of debt to be forgiven and how the
burden will be shared with the group's main lenders. As a
result, it appears that Sogo will have a difficult time in
reaching an agreement with the 73 banks by the end of May.

To ensure the company can actually resurrect its financial
position, the banks are also asking for additional
information that takes into account interest rates and
economic forecasts.

Sogo's 88-year-old chairman, Hiroo Mizushima, who
effectively controls the group, stepped down from his
position Wednesday. Analysts say the present management
team should follow his lead.  But President Kyoichi Yamada
is staying on temporarily.

"Only he can deal with creditors while listening to
internal opinion," an Industrial Bank of Japan official
said. (Nikkei  27-April-2000)

SUNSHINE MINING:  To Restructure Balance Sheet
Sunshine Mining and Refining Company (NYSE:SSC) announced today
that a meeting of the Noteholders of the 8% Senior Exchangeable
Notes of Sunshine Precious Metals Inc. (the Eurobonds) was
convened today.

At the meeting, a motion was made and passed to extend the
maturity of the Eurobonds a further thirty days, from April 24 to
May 24, 2000.

Sunshine also announced that it was continuing negotiations with
the Noteholders and holders of its other debt securities
regarding a comprehensive restructuring of the Company's balance

The Company has been given notice by the New York Stock Exchange
(the "NYSE") that it has fallen below continued listing
standards. The Company's negotiations with its debt holders has
as a goal the re-attainment of continued listing status with the
NYSE. This would entail increasing the Company's market
capitalization and stockholders' equity to at least $ 50 million.
In that regard, the Company is working to prepare a business plan
to be presented to the NYSE indicating how it intends to
accomplish that goal. If the NYSE does not accept the plan, the
Company will be subject to delisting from the NYSE.

Sunshine Mining is listed on the New York Stock Exchange under
the symbol "SSC". Its news releases and information can be
accessed on the Internet at:

SUPERIOR NATIONAL: Files Suit Under Fraudulent Transfer Act
Superior National Insurance Group, Inc. (SNTL or "Superior
National") filed a lawsuit in United States Bankruptcy Court on
April 28, 2000, alleging that Foundation Health Corporation
("FHC"), Foundation Health Systems, Inc. (NYSE:FHS), and Milliman
& Robertson, Inc., actuary for FHC's insurance subsidiaries,
defrauded SNTL when in 1998 FHC sold Business Insurance Group,
Inc. ("BIG") to Superior National knowing at the time of the sale
that BIG was insolvent.

Superior National alleges that Milliman & Robertson, Inc. ("M&R")
conspired with FHC and FHS and assisted in the execution of the
fraud. Superior National's lawsuit contains seven causes of
action alleging:

1.   Under the California Uniform Fraudulent Transfer Act
Superior National is entitled to void the BIG acquisition because
Superior National did not receive reasonably equivalent value for
the purchase price it paid for BIG and became insolvent as a
result of the BIG acquisition.

2. FHC, FHS, and M&R conspired and committed fraud to induce
Superior National to purchase BIG.

3. Superior National is entitled to rescission of the BIG
acquisition based on the fraud committed by FHC, FHS, and M&R.

4. Superior National is entitled to indemnification by FHC due to
misrepresentations FHC made to SNTL regarding the adequacy of its
reserves, the status of its accounts receivables, the financial
health of its captive insurance companies, and the provision of
reliable and enforceable reinsurance to guarantee BIG's reserves.

5. FHC breached the BIG purchase agreement when it made the
misrepresentations regarding the adequacy of its reserves, the
status of its accounts receivables, and the financial health of
its captive insurance companies, and the provision of reliable
and enforceable reinsurance to guarantee BIG's reserves.

6. FHC, FHS, and M&R committed securities fraud under the
California Corporations Code by fraudulently misrepresenting
BIG's reserve adequacy, the enforceability of reinsurance
acquired by FHC to guarantee BIG's reserves, and the assets and
liabilities of BIG as disclosed to Superior National.

7. Superior National is entitled to recovery of the value of the
acquisition from FHC under the United States Code due to FHC's
bad faith.

Superior National seeks recovery from FHC, FHS, and M&R of at
least $300 million in damages, rescission of the BIG acquisition,
indemnification of SNTL by FHC, FHS, and M&R from any damages
suffered by SNIG due to the fraud, the return to Superior
National of the $285 million that it paid FHC to acquire BIG,
punitive damages, and reimbursement of Superior National's costs
associated with the lawsuit.

J. Chris Seaman, Superior National's President and Chief
Executive Officer, stated, "Superior National believes the plain
language of the California Uniform Fraudulent Transfer Act alone
results in the voiding of the BIG acquisition, let alone the six
other causes of action alleged in the lawsuit. Foundation Health
Systems issued a press release on April 27, 2000, in which it
attempted to offer several anticipatory defenses to Superior
National's lawsuit, none of which were relevant with respect to
Superior National's right to void the contract under the Uniform
Fraudulent Transfer Act."

Mr. Seaman further stated, "The filing of the lawsuit in U.S.
Bankruptcy Court should significantly accelerate the disposition
of this action, as litigation in Bankruptcy Court could
conceivably be resolved within the next twelve to eighteen months
versus three to five years in the California state courts.
Superior National intends to exact rescission of the BIG
acquisition and damages, which would entail the return of the
$285 million that Superior National paid for BIG and its
insolvent insurance subsidiaries, at least $300 million of
compensation for the considerable damages Superior National has
suffered as a result of the California Department of Insurance
conservation of Superior National's insurance subsidiaries, and
indemnification for any claims or damages that might be asserted
by other parties."

Superior National previously announced that it sought Chapter 11
protection in a petition filed on April 26, 2000, and on March 3,
2000 announced that the California Department of Insurance seized
the assets and operations of Superior National's four California
domiciled insurance subsidiaries.

SYMONS INTERNATIONAL: Moody's Downgrades Ratings
Moody's Investors Service has lowered its rating on the senior
subordinated notes of Symons International Group, Inc. to Ca from
Caa2 and lowered the rating on the preferred securities of its
funding subsidiary, SIG Capital Trust, to "ca" from "caa". In
addition, the financial strength ratings of its operating
subsidiaries (the Superior Group, Pafco General Insurance Company
and IGF Insurance Company) have also been lowered. The rating
actions reflect the deficient level of capitalization at the
holding company, creating a high level of uncertainty regarding
its ability to meet debt obligations over the long-term. In
addition, reduced statutory surplus at the operating entities has
diminished the financial strength of these companies, to varying
degrees. The outlook remains negative.

Elaborating on its rationale, Moody's noted the highly
speculative nature of the company's preferred securities
obligation, given the negative level of GAAP equity reported as
of year end 1999. Furthermore, Moody's concern regarding capital
deficiency is heightened by consideration of the company's $40
million of intangible assets. The financial strength ratings of
the company's operating subsidiaries reflect the low levels of
capitalization, continued deterioration in reported results, and
potential for disruption in operations, given increased
regulatory attention, most notably at the nonstandard automobile

Symons International Group, Inc. deferred payment on its trust
preferred dividends in February 2000.

The following ratings were lowered:

SIG Capital Trust I - trust preferred securities to "ca" from

Symons International Group, Inc. - senior subordinated notes to
Ca from Caa2;

Pafco General Insurance Company - insurance financial strength to
Caa2 from B1;

Superior Insurance Company - insurance financial strength to B3
from B1;

Superior American Insurance Company - insurance financial
strength to B3 from B1;

Superior Guaranty Insurance Company - insurance financial
strength to B3 from B1.

IGF Insurance Company - insurance financial strength to B2 from

Symons International Group, Inc. is an Indianapolis, Indiana-
based holding company whose subsidiaries underwrite crop
insurance and nonstandard automobile insurance through
independent agents. For twelve months ending December 31, 1999,
Symons International reported a net loss of $81 million and
stockholders' equity of negative $25 million.

TAL WIRELESS NETWORKS: Plans to Liquidate Assets
On October 6, 1997, Tal Wireless Networks Inc.filed a voluntary
petition for protection under Chapter 11 of the Federal
Bankruptcy laws in the United States Bankruptcy Court, Northern
District of California, San Jose Division pursuant to which the
company's existing directors will continue in possession but
subject to the supervision and orders of the Bankruptcy Court.

Tal plans to liquidate assets and review the claims of its
various creditors. It is unclear at this time whether there will
be any funds available for distribution to shareholders. Once
this information has been determined, the company may file a Plan
of Reorganization with the Bankruptcy Court.

TV FILME: Court Confirms Plan
TV Filme, Inc. reports today that on April 10, 2000 the United
States Bankruptcy Court for the District of Delaware confirmed
its First Amended Plan of Reorganization, dated February 29,
2000, filed in TV Filme's pending Chapter 11 bankruptcy case.
Majorities of holders of TV Filme, Inc.'s outstanding 12-7/8%
senior notes due 2004 and holders of TV Filme, Inc.'s common
stock voted in favor of the restructuring set forth in the Plan.

The company's restructuring represents a consensual arrangement,
under a Restructuring Agreement dated January 24, 2000, with
holders of more than 65% of the company's outstanding Senior
Notes. TV Filme, Inc. expects that this restructuring will
significantly reduce its existing long-term debt, and enable it
to continue the build-out of its recently acquired multi-point,
multi-channel distribution systems licenses.  The structuring of
the company's indebtedness provides, among other things, as

Once the "Effective Date" of the Plan occurs, the holders of
Senior Notes will receive a $25 million cash payment and their
existing notes will be converted into (i) New Senior Secured
Notes in the aggregate principal amount of at least $35 million,
subject to adjustment, with a five year maturity and interest of
12% per annum (interest payable-in-kind at the option of the
reorganized company through the first 24 months), and (ii) 80% of
the new common equity of the reorganized company.  Current
management will receive 15% of the new common equity, and
existing common stockholders of TV Filme, Inc. will receive 5% of
the new common equity of the reorganized company in exchange for
their current stake.  The Plan provides that the reorganized
company will be a newly-formed Cayman Islands holding company,
and that the Senior Secured Notes will be issued by ITSA -  
Intercontinental Telecomunicacoes Ltda., an existing Brazilian
subsidiary of TV Filme.

The Effective Date of the Plan is contingent upon obtaining
approval of the restructuring contemplated by the Plan from
Agencia Nacional de Telecomunicacoes, the Brazilian government
agency that regulates telecommunications services in Brazil, and
the Central Bank of Brazil.

Hermano Studart Lins de Albuquerque, Chief Executive Officer of
TV Filme, Inc. said, "We are pleased to announce confirmation of
the Plan. We believe the Brazilian government agency approvals
needed to consummate the Plan will be obtained in the foreseeable
future and, once implemented, the restructuring will place TV
Filme's business in a much stronger position."

Mr. Albuquerque emphasized that the restructuring is being
implemented at the U.S. holding company level and will not affect
the company's operations in Brazil.  "We will continue to provide
our customers with the highest quality of programming, service,
and reliability."

Headquartered in Brasilia, Brazil, TV Filme, Inc. is a leading
provider of subscription television, data and internet services
in mid-sized markets in Brazil.  The company has established
wireless cable operating systems in Brasilia, Goiania, Belem and
Campina Grande, which together comprise over 1.4 million
households.  Also, the company holds wireless cable licenses in
the cities of Bauru, Caruaru, Franca, Porto Velho, Presidente
Prudente, Uberaba and Belo Horizonte, which together comprise
nearly 1.2 million households. TV Filme, Inc. reports all results
in U.S. dollars and prepares its financial statements in
accordance with U.S. generally accepted accounting principles.

UNITED STATES EXPLORATION: Agreements To Resolve Existing Default
United States Exploration, Inc. has entered into two agreements
and a letter of intent that, if consummated, will resolve the
existing default under its principal credit facility. The company
has been in default under its loan agreement with ING (U.S.)
Capital LLC since September 1998. As of March 31, 2000, the
outstanding loan amount due ING was $31,250,000 plus
accrued past-due interest of approximately $2,222,000. These
amounts are secured by substantially all the company's oil and
gas properties. ING has granted the company (or its designee) an
option to purchase the ING loan for a total of $17,000,000 at any
time on or before May 15, 2000. The company paid $500,000 for the
option. The company may extend the option until May 31, 2000 by
paying an additional $500,000 on or before May 15, 2000. All
amounts paid for these options would be credited against the
purchase price of the loan if the option is exercised.

The company has also entered into an agreement with Bruce D.
Benson, its Chairman of the Board, Chief Executive Officer and
President, for the purchase by Mr. Benson of 3,000,000 shares of
common stock for $1.10 per share or a total of $3,300,000. On
April 24, 2000, the closing price of the company's common stock
on the American Stock Exchange was $0.69 per share. At the time
the purchase is consummated, Mr. Benson's employment agreement
would be amended to extend its term for an additional year, or
until August 6, 2001. The amendment would also provide for a
severance payment of $1,000,000 to Mr. Benson in the event that
he is terminated by the company without cause prior to the end of
the term of the agreement, the company defaults under the
agreement or a majority of the board of directors changes during
the period. The agreement with Mr. Benson is conditioned
upon the purchase of the ING loan pursuant to the exercise of the
option and the completion of a new credit facility.

The company has also entered into a letter of intent with a new
lender to provide a $24,000,000 credit facility. Of that amount,
$12,000,000 would be available to fund the purchase of the ING
note and the remaining $12,000,000 would be available for future
development of the company's properties under certain conditions.
The loan would bear interest at the rate of 10% per annum and be
repayable in varying quarterly installments based on the
company's cash flow beginning in June 2000 and continuing
through December 2009. In addition, the lender would be granted a
6% overriding royalty interest, proportionately reduced, in all
of the company's existing wells in Colorado and in any new wells
drilled by the company in Colorado while the loan remains
outstanding. The company would have the right to repurchase a
portion of these royalties after the lender has achieved a 15%
per annum return on investment.

The initial proceeds of the new borrowing, together with the
proceeds of the sale of stock to Mr. Benson and internally
generated funds, would be used to fund the purchase of the ING
loan. However, because the letter of intent with the new lender
is not binding there can be no assurance that the agreement for
the new credit facility will be successfully completed. If the
company is unable to complete arrangements for a new credit
facility prior to the expiration of the ING option, whether
pursuant to the existing letter of intent or otherwise, it would
be unable to purchase the ING loan and ING could elect to pursue
its remedies under its existing credit agreement with the

Bruce D. Benson stated that "we will be both relieved and pleased
to finally remove the uncertainty regarding our future caused by
the company's non-compliance with the ING loan agreement. The
combination of more than $16 million of debt and accrued interest
relief, a $3.3 million cash infusion from new equity and access
to a $12 million development financing facility will give us the
ability to move forward aggressively with our development program
and create value for our shareholders."

Exploration, Inc. is engaged in the acquisition, exploration,
development, production and marketing of natural gas and crude
oil in North America. The company's principal reserves and
producing properties are located in northeast Colorado.

WASTE MANAGEMENT: BioGro Subsidiary to be Sold
Waste Management Inc. (NYSE:WMI) announced that an agreement has
been reached to sell the Company's BioGro subsidiary to Synagro
Technologies Inc. (Nasdaq:SYGR) for approximately $200 million in
cash and assumed debt.

Waste Management expects the sale to be completed in the second

BioGro is a leading manager of organic residuals in North
America. It manages more than 5 million wet tons of biosolids a
year at 35 processing facilities, and provides for the land
application of 10,000 wet tons of municipal biosolids a day for
which it has 2,200 permits and a permitted land base of 500,000

Synagro is a national provider of organic residuals management
services to municipalities, industrial generators, and wastewater
privatization projects throughout North America.

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

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

WorldPort Communications Inc. (OTCBB:WRDP) announced today that
Carl J. Grivner has resigned as Chairman of the Board, President
and Chief Executive Officer, effective immediately. Michael E.
Heisley, Sr., a director of the company, has assumed the post of
Chairman of the Board, President and Chief Executive Officer.

Mr. Heisley stated, "The Company is deeply appreciative of Mr.
Grivner's efforts in bringing to a successful conclusion the sale
of EnerTel to Energis and the launch of a new business strategy."
Mr. Heisley further added, "The Board and I remain confident in
the strong and experienced management team in place and I am
personally excited about pursuing the opportunities presented by
the new business strategy."

Meetings, Conferences and Seminars
May 4-5, 2000
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or   

May 15, 2000
      2nd Annual New York City Bankruptcy Conference
         Association of the Bar of the City of New York,
         New York, New York
            Contact: 1-703-739-0800

May 26-29, 2000
      52nd Annual Meeting of the New England Region
         Colony Hotel, Kinnebunkport, Maine
            Contact: 1-617-742-1500 or

June 8-11, 2000
      7th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800
June 14-17, 2000
      16th Annual Bankruptcy & Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or

June 29-July 2, 2000
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

July 13-16, 2000
      7th Annual Northeast Bankruptcy Conference
         Doubletree Hotel, Newport, Rhode Island
            Contact: 1-703-739-0800
July 21-24, 2000
   National Association of Chapter 13 Trustees
      Annual Seminar
         Adams Mark Hotel, St. Louis, Missouri
            Contact: 1-800-445-8629 or

August 3-5, 2000
      Fundamentals of Bankruptcy Law
         Seaport Hotel and Conference Center,
         Boston, Massachusetts
            Contact: 1-800-CLE-NEWS

August 9-12, 2000
      5th Annual Southeast Bankruptcy Workshop
         Hyatt Regency, Hilton Head Island, South Carolina
            Contact: 1-703-739-0800

August 14-15, 2000
      Advanced Education Workshop
         Loews Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or
September 12-17, 2000
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or

September 15-16, 2000
      Views From the Bench 2000
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800

September 21-22, 2000
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   

September 21-23, 2000
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800

September 21-24, 2000
      8th Annual Southwest Bankruptcy Conference
         The Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800

November 2-6, 2000
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or

November 27-28, 2000
      Third Annual Conference on Distressed Investing
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   
November 30-December 2, 2000
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  


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.

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