TCR_Public/000516.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 16, 2000, Vol. 4, No. 96

                     Headlines

ADVANCED MEDICAL PRODUCTS: Focus Tech Reports Holdings
AVIVA PETROLEUM: Not In Compliance With Covenants
BRADLEES: Annual Meeting Set For May 31, 2000
CAMBRIDGE INDUSTRIES: Dearborn To Purchase Company
CHARTER BEHAVIORAL: Crescent Announces Auction

CHECKERS DRIVE-IN RESTAURANT: Moody's Lowers Sr Unsecured Notes
CONSECO: Buyout To Help Employees
CONSECO: Closes Sale/Financing With Lehman Brothers
CONTIFINANCIAL: To Sell Servicing Platform/Rights Via Chapter 11
CROWN CRAFTS: Appoints Chief Financial Officer

CRUISEPHONE: Maritime Telecommunications Announces Purchase
CWT SPECIALTY STORES: Soliciting Bids for Certain Property
ESSEX CORP: Reports Improved Financial Results
FINOVA GROUP: Troubled Firm Up For Sale
FIRSTPLUS FINANCIAL: Plan Confirmed/Order Appoint Trustee

INTEGRATED HEALTH: Motion To Assume & Reject SPTIHS & HRES Leases
KITTY HAWK: Bondholders To Wait For Determined Worth of Paper
LEVITZ: Thirteenth Request To Extend Exclusivity
LOEWS CINEPLEX:  Posts Disappointing Results
MARINER: Settlement With Senior Housing Properties Trust

MASTER GRAPHICS INC: Reports 1st Quarter 2000 Results
MAXICARE: Subsidiary To Be Acquired By Coventry Health Care
MONET: To Be Sold After Bankruptcy Filing
NEWMONT MINING: Shareholders Report Ownership of Stock
NTS COMPUTER: Bank Demanding Payment

PENN TRAFFIC: Reports Financial Results
PIXELON: Orders Widespread Layoffs After Founder's Arrest
PRANDIUM: Annual Meeting To Be Held On June 22, 2000
PRIMARY HEALTH: Court Approves Results of Auction
SAFETY-KLEEN: Names New Director, Elects Chairman

SIENA HOLDINGS: Financial Information For Three and Nine Months
STONE & WEBSTER: To File Chapter 11
STONE & WEBSTER: To Sell Power
SUN HEALTHCARE: Bar Date Set For June 20, 2000
SUNSHINE MINING: May File Chapter 11

THIS END UP: Judge Delays Decision
TRIDEX CORPORATION: Trades On OTC Board
TURBODYNE TECHNOLOGIES: Elements of Company's Restructuring
UNITED ARTISTS: Looks For A Way Out
VENCOR: Second Motion To Extend Exclusivity

Meetings, Conferences and Seminars

                     *********

ADVANCED MEDICAL PRODUCTS: Focus Tech Reports Holdings
------------------------------------------------------
Focus Tech Investments, Inc. beneficially owns 60,000 shares of
the common stock of Advanced Medical Products Inc. with sole
voting and dispositive powers.  60,000 shares represents 8.38% of
the outstanding common stock of Advanced Medical Products.

The principal occupation of Focus Tech Investments, Inc. is a
Consultant and Focus acquired the 60,000 shares of common stock
on March 24, 2000, issued as stock in lieu of cash compensation
for consulting services under their 2000 Consulting Plan.

The consulting services consist of providing advice and counsel
regarding ADVA International Inc. Board's decision that it is in
the best interest of all of the stockholders of ADVA
International Inc. to pursue opportunities to merge a private
company into ADVA International Inc., a Bulletin Board traded
public shell.  Consulting services will also include negotiating
a suitable transaction with interested parties, and recommending
certain changes in the corporate structure to accommodate such a
"reverse merger" or "share exchange".   Focus, along with others
appointed by the Board of ADVA International Inc., will act as a
"Committee" appointed for the purpose of seeking potential
reverse merger or share exchange candidates, or technology or
business partners, reviewing available information, negotiating
terms of a share exchange or merger, or terms of a stock sale,
and presenting recommendations to the Board of ADVA International
Inc. for approval; in addition, the committee may seek
opportunities and pursue negotiations with potential alliances
and partners, merger/acquisition candidates, joint ventures,
corporate partners, technology partners, and others, excluding
financial and financially related transactions and any activities
related to capital formation.


AVIVA PETROLEUM: Not In Compliance With Covenants
-------------------------------------------------
Aviva Petroleum Inc. (OTC Bulletin Board: AVVPP) reported net
earnings for the quarter ended March 31, 2000, of $733,000 ($.02
per common share), compared to a net loss of $731,000 ($.02 per
common share) for the corresponding 1999 period.

Oil and gas revenues for the first quarter of 2000 were
$2,541,000 compared to $1,184,000 in the first quarter of 1999.
Net oil production in Colombia was 76,000 barrels in the first
quarter of 2000, down from 103,000 barrels in the first quarter
of 1999 due to normal production declines. These were offset by
substantial price increases between the two periods, as the
average price received for Colombian oil was $28.13 per barrel
during the first quarter of 2000, compared to $9.18 per barrel
during the same period of 1999. U.S. production was also down in
the first quarter, with oil volumes decreasing to 14,000 barrels
in 2000 from 16,000 barrels in 1999, and gas volumes decreasing
to 7,000 MCF in 2000 from 36,000 MCF in 1999. These volume
decreases were offset by higher prices, with the Company's
average U.S. oil price increasing to $27.62 per barrel in 2000,
from $10.49 per barrel in 1999, and the average U.S. gas price
increasing to $2.86 per MCF in 2000 compared to $1.91 per MCF in
1999.

The Company has been informed that its indebtedness to ING (U.S.)
Capital Corporation and the Overseas Private Investment
Corporation was acquired on May 1, 2000, by Crosby Capital,
L.L.C., a Texas limited liability company based in Houston,
Texas. The total amount of debt including accrued interest at
March 31, 2000 was $15.8 million. The Company is not in
compliance with various covenants under the credit facilities,
and $9.9 million of principal and interest is in arrears.

The following Condensed Consolidated Statement of Operations
(unaudited) will be filed with the U.S. Securities and Exchange
Commission as part of the Company's first quarter report on Form
10-Q.

Aviva Petroleum is engaged in the exploration for and the
development and production of oil and gas in Colombia, offshore
the United States and in Papua New Guinea.


BRADLEES: Annual Meeting Set For May 31, 2000
---------------------------------------------
The annual meeting of Bradlees, Inc., a Massachusetts
corporation, is to be held on Wednesday, May 31, 2000 at 9:00
a.m. at the Dedham Hilton, Dedham, Massachusetts.  Stockholders
will meet to elect three Class I directors of the company to
serve until the 2003 annual meeting and until their respective
successors are duly elected and qualified.  They will also vote
on approval of the company's 2000 Stock Option and Incentive
Plan, and the appointment of Arthur Andersen LLP as the company's
auditors for the fiscal year ending February 3, 2001.  
Consideration and voting upon any other business that properly
comes before the meeting will also be on the agenda.

The Board of Directors has fixed the close of business on April
19, 2000 as the record date for determining stockholders entitled
to notice of, and to vote, at the annual meeting.


CAMBRIDGE INDUSTRIES: Dearborn To Purchase Company
--------------------------------------------------
Automotive plastics maker Cambridge Industries Inc. of Madison
Heights has agreed to be acquired by Dearborn-based Meridian
Automotive Systems Inc. for $363.1 million.

Cambridge is a key plastics supplier for such hot-selling
vehicles as the Ford Excursion and the Chevrolet Silverado.

As part of the agreement, Cambridge has filed for Chapter 11
bankruptcy protection. It is the second large local plastics
supplier to file for bankruptcy, following Novi-based Key
Plastics LLC in April.

Cambridge put itself up for sale in February. It lost $30 million
in 1999 on sales of $541 million. The company has about 4,000
employees worldwide, including about 730 in Madison Heights,
Dearborn and Lapeer.


CHARTER BEHAVIORAL: Crescent Announces Auction
----------------------------------------------
Crescent Real Estate Equities Company (NYSE: CEI) announced that
on May 10, 2000, in connection with the bankruptcy proceeding of
Charter Behavioral Health Systems, LLC ("CBHS"), an auction was
held to consider bids for the sale of the 37 core facilities
leased to CBHS by the Company.  

The Company determined that bids for four of the facilities would
meet the Company's previously established price requirements if
the Company is able to reach agreement with CBHS and its
creditors on the allocation of the purchase prices to the
Company's facilities (rather than to operating assets not owned
by the Company) and on other previously negotiated conditions to
sales of the facilities.  

The Company is pursuing negotiations with the relevant parties to
reach an agreement for the sale of these facilities and, to the
extent possible, for the sale of additional facilities. If the
Company is not successful in disposing of the facilities within
the CBHS bankruptcy proceeding, the Company intends to seek to
recover the facilities from CBHS and to market them outside the
bankruptcy proceeding.

David M. Dean, the Company's Senior Vice President-Law and
Administration, stated, "We were not surprised that many bidders
would submit unacceptably low bids at this stage in the process.  
It is natural for bidders to believe that they will be able to
buy real estate for less than fair value in bankruptcy
proceedings.  We have had much success, however, in marketing the
51 non-core facilities that we have previously recovered from
CBHS, and we can be patient. To date, fifteen of those facilities
have been sold at or above gross appraised value, generating
approximately $45 million in net proceeds.  Twelve additional
facilities currently are under contract or are subject to a
letter of intent. We do not intend to approve the sale of any
facilities at 'fire sale' prices."


CHECKERS DRIVE-IN RESTAURANT: Moody's Lowers Sr Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service lowered the rating of Checkers Drive-In
Restaurant's (formerly Rally's Hamburgers) $41.7 million senior
unsecured notes to Caa3 from Caa1. Moody's also lowered the
company's senior implied rating to Ca from Caa2. The outlook is
negative.

The rating action was prompted by the company's inability to
refinance its recently matured term loan and its senior unsecured
notes maturing June 15, 2000.

The ratings reflect the company's leveraged finance condition,
its relatively weak position within the competitive quick service
restaurant segment, as well as its below average operating
results. The ratings also reflect the value of company owned real
estate, but consider that near term sales proceeds may be
discounted by prospective buyers. The negative outlook reflects
the risk that the company's low liquidity may impair its ability
to appropriately reinvest in capital facilities.

Checkers has recently embarked on a plan to significantly reduce
its debt burden. During the past six months, the company has sold
135 restaurants to franchises for about $30.5 million. The
company is attempting to sell more than 100 additional
restaurants to franchises before the June 15, 2000 maturity of
the senior unsecured notes. The company's former term loan
facility was paid off when it expired on April 30, 2000, leaving
approximately $4 million of cash on hand.

The Caa3 rating on the senior unsecured notes reflect our belief
that the company's pro forma enterprise value may not fully
support its remaining debt obligations, absent a meaningful
reduction in general and administrative costs. Although the
senior unsecured notes are guaranteed by the company's
subsidiaries, they are structurally subordinated to approximately
$25.7 million of various mortgage notes and capital leases. About
half of these obligations are expected to either be directly paid
by franchisees or offset by sublease income from franchisees
pursuant to recent sales agreements.

For the year ended January 3, 2000, interest coverage was
somewhat low as EBITDA exceeded interest by about 2.0 times, and
EBITDA margin remained somewhat low at 8.6% of sales. EBIT return
on assets was only 2.6%. Leverage remains high, with adjusted
debt to EBDITAR of about 6.0 times. EBITDA covered capital
expenditures and interest by only 1.2 times.

Checkers Drive-In Restaurants, Inc. and its franchisees own
approximately 436 Checkers operating primarily in the
Southeastern United States and approximately 462 Rally's
operating primarily in the Midwestern United States.


CONSECO: Buyout To Help Employees
---------------------------------
Almost a 100 executives at Conseco Inc. have used company-
guaranteed loans to purchase stocks of the company with no money
being given.  But, for almost two years after, a lot of those
employees owes more than $63 million, including interest, with
shares of worth no more than $ 10 million, The Associated Press
reports.

The selling of Conseco Inc. may cost a number of executives their
jobs, but it may also only be their economic salvation.  A buyout
would trigger a clause in the stock plan that will allow all
participants, except officers and directors, to give up their
shares for the price they paid originally, according to a report
in Monday's edition of The Indianapolis Star.


CONSECO: Closes Sale/Financing With Lehman Brothers
---------------------------------------------------
Conseco, Inc. (NYSE:CNC) announced that its Conseco Finance Corp.
subsidiary has closed a previously disclosed agreement for the
sale of approximately $1.3 billion in Conseco Finance receivables
to Lehman Brothers and affiliates. The receivables sale is not
expected to result in a material gain or loss.

Lehman Brothers also amended its repurchase and other financing
facilities with Conseco Finance. As a result of the increased
liquidity that these transactions bring to Conseco Finance, the
unit is repaying approximately $500 million of intercompany
indebtedness owed to Conseco. As partial consideration for the
financing transaction, Lehman Brothers received a warrant, with a

David V. Harkins, interim Chairman and Chief Executive Officer of
Conseco, stated, "We are pleased to have completed these
transactions with Lehman. The $ 1.3 billion receivables sale
creates increased warehousing capacity for Conseco Finance,
thereby allowing the finance unit to continue to underwrite loans
in an attractive environment. In addition, the amended financing
facilities provide additional liquidity at Conseco, Inc.,
creating increased flexibility in managing the parent company
capital structure during the Conseco Finance sale process, which
remains on track."

Headquartered in Carmel, Ind., Conseco is one of middle America's
leading sources for insurance, investment and lending products.
Through its subsidiaries and a nationwide network of
distributors, Conseco helps 13 million customers step up to a
better, more secure future.


CONTIFINANCIAL: To Sell Servicing Platform/Rights Via Chapter 11
----------------------------------------------------------------
ContiFinancial Corporation (OTCBB:CFNI) announced that it has
entered into a definitive agreement to sell its ContiMortgage
servicing platform and rights to Fairbanks Capital Corp.
("Fairbanks").

Fairbanks is one of the highest rated specialty servicers in the
country with over ten years of residential real estate loss
mitigation experience. Fairbanks is headquartered in Salt Lake
City, Utah. Its investors include FSA Portfolio Management, Inc.,
Nomura Principal Capital Group Holding Trust, PMI Mortgage
Insurance Co., GE Equity and FGIC Services, Inc.

ContiFinancial expects to complete the sale through a Chapter 11
bankruptcy proceeding to commence in the near future. The Company
will seek to obtain approval for the sale under Section 363 of
the bankruptcy code. Alan Fishman, CEO of ContiFinancial said,
"We believe a transaction with Fairbanks is the best resolution
for our creditors since the platform will be in the hands of a
very capable servicer who will help ensure that the creditors of
CFN receive the best value from the residual portfolio."

Thomas D. Basmajian, CEO of Fairbanks, said that "after an
initial assessment period, Fairbanks plans to expand the Hatboro,
Pa.-based servicing operation of ContiMortgage, which currently
employs over 500 people."

ContiFinancial Corporation is a financial services company with
headquarters in New York City.


CROWN CRAFTS: Appoints Chief Financial Officer
----------------------------------------------
Crown Crafts, Inc. (NYSE: CRW) announced today that Carl A.
Texter has been appointed Chief Financial Officer. Acting
President John A. Magee stated that Mr. Texter will assume
responsibility for restructuring the Company's debt, improving
financial reporting and providing the overall financial
leadership required to return the business to profitability.

Mr. Texter, 44, is a graduate of Princeton University and has an
MBA from Dartmouth College. He has 19 years of financial
management experience with PB Amoco, most recently acting as CFO
of Amoco Fabrics and Fibers Company, a leading producer of
synthetic industrial fabrics.

Crown Crafts, Inc., headquartered in Atlanta, Georgia, designs,
manufactures and markets a broad line of home textile furnishings
and accessories. The Company's three major product groups are
bedroom products, throws and decorative home accessories, and
infant and juvenile products.


CRUISEPHONE: Maritime Telecommunications Announces Purchase
-----------------------------------------------------------
Maritime Telecommunications Network (MTN), the leader in maritime
communications and a subsidiary of ATC Teleports Inc., today
announced that they have completed a definitive Asset Purchase
Agreement to purchase specific assets of CruisePhone for
approximately $1 Million. MTN is the leader in providing
C-Band satellite communications for the cruise line industry with
the global satellite networks and the technical capabilities to
support the additional systems and vessels included in this
transaction.

CruisePhone previously filed for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of New York. The Chapter 11 proceeding
held on May 4, 2000 has, among other things, allowed CruisePhone
to complete the sale of assets to MTN. MTN is expected to
complete the transfer of all CruisePhone services to its network
by June 31, 2000. MTN will support the following vessels: P & O
Cruises' Arcadia and Oriana, Orient Lines' Marco Polo, Regal
Cruises' Regal Empress, Radisson Seven Seas Cruises' Radisson
Navigator, and Western Geophysical's Western Inlet.

"We look forward to serving these new customers and expanding our
state-of-the-art C-Band maritime telecommunications. We are also
very pleased to be able to introduce MTN's latest ShipNet
technology, which allows high-speed Internet connectivity. This
will give modern cruise vessels the communications capabilities
that passengers want, including Internet connectivity through the
installation of Internet cafes with our partner Digital Seas
International," states Bradford Briggs, Senior Vice President and
General Manager of MTN.

Maritime Telecommunications Network (MTN), the leader in maritime
communications, provides C-Band voice, fax, data and Internet
communications as well as Inmarsat services to the cruise and
offshore industries, and the U.S. Navy throughout the world. MTN
also provides ship-to-shore live video and radio broadcast
capabilities in C- or Ku-Band. MTN is owned by its parent company
ATC Teleports Inc., which is a wholly owned subsidiary of
American Tower Corporation (NYSE:AMT). More information is
available at www.mtnsat.com.


CWT SPECIALTY STORES: Soliciting Bids for Certain Property
----------------------------------------------------------
CWT Specialty Stores Inc., is soliciting bids for certain
property. Hon. Jeffry Gallet, U.S. Bankruptcy Judge for the
Southern District of New York, is overseeing the sale, which
includes three 1996 Ford Tauruses, a pre-paid lease for 2000 Jeep
Grand Cherokee and office furniture located in its New York
office. CWT will be taking bids through Friday, after which time
they will proceed to sell the personal property subject to court
approval. Those interested in seeing the items for sale should
contact the attorneys for the unsecured creditors' committee,
Weil Gotshal & Manges LLP and Kronish, Lieb, Weiner & Hellman
LLP, Attn: Lawrence Gottlieb


ESSEX CORP: Reports Improved Financial Results
----------------------------------------------
Essex Corporation has historically been principally a supplier of
technical services under contracts or subcontracts with
departments or agencies of the U.S. Government, primarily the
military services and other departments and agencies of the
Department of Defense.  In recent years, the company's business
had been principally commercial in the satellite communications
(SatCom) business area.  This work substantially ended in
December 1999.

The company's current business is coming from applications of its
proprietary optoelectronics technology and products.  Work based
on the patented ImSyn(TM) Processor has increased with the award
of a group of contracts funded under Small Business Innovation
Research and other research programs by the Army, Navy, DARPA and
DOD since October 1999.  Aggregate multi-year funding expected
under the terms of the four contracts is $2,430,000.  Such work
is generally incrementally funded and spans 1-2 years.  The
increase in this work has only partially offset the decline in
telecommunications revenues.

Essex has been unable to maintain programs of sufficient volume
and to expand such work to consistently achieve a breakeven or
better level of operations on such revenues. While the company
was able to operate profitably in the last three quarters of
1999, its backlog of work in 2000 is not yet sufficient to
maintain a breakeven or better level of
operations.

The company experienced a net loss of $8,613 on revenues of
$975,423 for the quarter ended March 26, 2000.  However, in the
same quarter last year, ending March 28, 1999, the net loss was
$149,327 on revenues of $965,752.


FINOVA GROUP: Troubled Firm Up For Sale
---------------------------------------
The Associated Press reports, troubled financial company, Finova
Group Inc., which moved into new $50 million Scottsdale quarters
a couple of months ago, said on Monday it has come to a decision
to sell a division, merge or sell the company outright.

After the CEO's sudden departure on March, the company has
struggled to recover from a major loan write-off, where it was
also announced that first-quarter earnings would be down by about
70 million. Finova also said that its business has been
unprofitable, causing stocks to drop from a high of $54.50 less
than a year ago and is now selling at about $12 a share.


FIRSTPLUS FINANCIAL: Plan Confirmed/Order Appoint Trustee
---------------------------------------------------------
On April 7, 2000, the US Bankruptcy court for the Northern
District of Texas, Dallas Division, entered an order confirming
the modified third amended plan of reorganization of FirstPlus
Financial, Inc.  The court orders that David T. Obergfell shall
serve as Trustee under the plan and John Sloan and John O'Toole
shall serve as members of the Trust Committee under the plan.  
The Trustee will be paid at the rate of $195 per hour, with a
maximum monthly fee of $40,000 for a period ending two years
after the closing Date. The Trustee is authorized to hire
Southwest Securities Inc. and Lain Faulkner & Co. PC to provide
services relating to claim analysis.


INTEGRATED HEALTH: Motion To Assume & Reject SPTIHS & HRES Leases
-----------------------------------------------------------------
The Debtors ask the Court to approve a Settlement Agreement with
Senior Housing Properties Trust and Related Entities, enabling
them to divest of the Existing Facilities that generate
substantial operating losses while retaining the profitable
facilities.

The Settlement Agreement relates to 48 facilities within the
segment of basic medical and subacute healthcare services:

    19 SPTIHS Leased Facilities
     1 HRES1 Leased Facility in Canonsburg, Pennsylvania
     4 HRES1 Leased Facilities
     3 HRES2 Leased Facilities
    12 SPTIHS Mortgaged Facilities and HRES1 Mortgaged Facilities
   ----
    39 Existing Facilities, plus New Facilities.

Pursuant to the Settlement Agreement,

(I)   The IHS Debtors will convey to the SNH Entities all rights
and interests in 37 of the 39 Existing Facilities, including all
personalty except for that at the Massachusetts HRES1 Leased
Facilities;

(II)  The IHS Debtors will assume and assign to SNH designees the
19 SPTIHS Leased Facilities, and the HRES2 Management Agreements,
and the SNH Entities will release the IHS Debtors of obligation
to cure defaults;

(III) One of the IHS Debtors will retain fee simple title to the
Existing Facility in Slidell, Louisiana, free of the SNH
Entities' mortgage;

(IV)  One of the IHS Debtors will continue to lease the Existing
Facility at Canonsburg, Pennsylvania, under a restructured lease,
with an initial yearly rent obligation reduced from approximately
$2,000,000 to approximately $1,200,000, effective as of January
1,2000;

(V)   The IHS Debtors will convey to the SNH Entities fee title
to 9 nursing home facilities, and a leasehold interest on a 10th
facility, collectively the New Facilities;

(VI) The SNH Entities and the IHS Debtors will exchange mutual
releases of claims;

(VII) The IHS Debtors may seek to assume and assign to the SNH
Entities certain executory contracts relating to the transferred
facilities, subject to court approval, and in the event of this,
the SNH Entities would cure defaults;

(VIII)The two parties will settle post-petition claims for rent
for $500,000 per month from the Filing Date to the Closing Date;

(IX)  The parties may enter into a Management and Servicing
Agreement in order to have an orderly transition, under which:
        
-- the IHS Debtors will continue to control and direct the
operations of the Transfer Facilities, and will maintain their
respective current licenses, pending the application and
receipt by the SNH Entities of their own licenses and provider
agreements, and will provide assistance to the SNH Managers in
the continued management of the Transfer Facilities for at
least 5 months, except for the Massachusetts Leased Facilities;

-- the SNH Entities will pay ordinary course obligations in
connection with the local operations of the Transfer Facilities
and be responsible for obligations to employees of the Transfer
Facilities arising after the Closing;

-- the IHS Debtors are to render services without charge to the
SNH Entities, in consideration for the SNH Entities' release of
Claims, and to bear overhead and administrative costs;

-- the IHS Debtors will receive payments for patient care
services provided pre-closing and deliver to the SNH Entities
payments for post-closing patient care services, subject to
certain offset rights in favor of the IHS Debtors but not subject
to claims, liabilities or rights against them.

-- the parties are required to negotiate in good faith for an
extension of the Management and Servicing Agreement for no more
than an additional 7 months in the event the SNH Entities are
unable to fully take over the operations of the Transfer
Facilities within 5 months after the Closing and the IHS
Debtors would be compensated for their services during any such
extension period at a rate to be negotiated.

The Debtors tell Judge Walrath that as a result of the Settlement
Agreement, they project consideration of:   

$16,889,000     due to avoidance of annual loss, plus
$ 1,124,000     annual EBIDA for the 2 retained facilities
-----------
$18,013,000     less
$ 1,039,000     due to transfer of the 10 New Facilities
-----------
$16,974,000

In addition, they would save $1,300,000 per month in
administrative rent payments, accrued to approximately $5,200,000
due to an agreement with SNH pursuant to the Settlement
Agreement.

Put simply, the Settlement Agreement would provide the IHS
Debtors with an opportunity to dispose of a substantial group of
unprofitable facilities by transitioning those facilities to a
new owner, rather than by closing them down, with the avoidance
of liquidations costs, and administrative costs which the Debtors
estimate could easily exceed $36,000,000 during a potentially
lengthy process to close a nursing home or healthcare facility.
It would also provide for the release of prepetition claims,
rejection claims, cure costs with respect to any executory
contracts that the SNH Entities may assume. The Settlement
Agreement would also enable the Debtors to avoid the cost, delay
and uncertainty associated with litigation.

The Debtors seek to seek to proceed with the Settlement Agreement
promptly in order cut their losses at the Existing Facilities
operating at a loss, and because the SNH Entities, through
numerous concessions, have offered substantial value and are
anxious to close as soon as possible.

The Debtors represent that the consideration they will receive
pursuant to the proposed Settlement Agreement is both fair and
reasonable and exceeds what they might otherwise receive, that
the negotiations were conducted in good faith and at arm's
length, and notice of the Settlement Motion was adequate and
sufficient.

They accordingly request the Court to authorize their settlement
deal with Senior Housing Properties Trust and related entities
free and clear of all liens, claims, encumbrances and interests,
and with relief from Transfer Tax, as permitted under the
Bankruptcy Code. (Integrated Health Bankruptcy News Issue 4;
Bankruptcy Creditors' Services Inc.)


KITTY HAWK: Bondholders To Wait For Determined Worth of Paper
-------------------------------------------------------------
According to an article in Mergers and Acquisitions Report
On May 15, 2000, bondholders of air freight hauler Kitty Hawk
Inc. who want to know what their paper is worth could be in for a
wait of several months.

The company announced May 1 it had filed for Chapter 11
bankruptcy protection, listing $907 million in assets and $512
million in debts. On April 11 it had announced that it would miss
its May 15 $17 million coupon payment and would have to modify
its 1999 operating results which overestimated the value of
some assets.

The report quoted on anonymous fixed income analyst who said
investors are anxious for several developments, including the
securing of DIP financing, the organization of a bondholders
committee and the shape of the initial petition.

Kitty has $340 million in 9.95% senior secured notes issued in
November 1997, a $100 million revolver loan and a term loan of
$38.7 million of which a small but unmeaningful amount may have
been paid down, he said.

The revolver was probably tapped during the difficult first
quarter, he said, and is set to expire in November 2002. The term
loan, which has amortized slightly, is due in September 2002.

"I am extremely interested in seeing how the courts rule on the
proposed abandonment of some of the aircraft which serve as
collateral," the analyst said. He added that the company is set
to jettison its Kitty Hawk International division.

A modification of the company's 1999 results is not expected
until June, but the DIP financing should be coming this week, he
said. Since Kitty Hawk has an ongoing business it is likely to
receive the DIP financing, probably from its lead bank, Wells
Fargo & Co., he said.

Kitty Hawk, based in Dallas, saw its stock drop 80% on the April
11 announcement. Trading halted on May 2, at 75 cents. On April
11 the company also announced that CFO Paul Tate had resigned
after less than two weeks on the job.

On April 27, law firm Wechsler Harwood Halebian & Feffer LLP
filed a class action complaint on behalf of shareholders,
alleging misinformation, overstatement of assets and understated
expenses in Kitty Hawk's annual report.

Reported revenues for the three months ended Sept. 30, 1999 were
$183 million compared with $172 million for the year-prior
period.


LEVITZ: Thirteenth Request To Extend Exclusivity
------------------------------------------------
"The Debtors will be filing an amended reorganization plan before
. . . May 31, 2000," Levitz tells Judge Walrath.  That amended
plan, the Levitz explains, will incorporate the agreements
negotiated with Seaman Furniture Company and the amended plan
will differ substantially from the current plan of reorganization
before the Court.  

To protect against delays beyond their control, the Debtors seek
a short extension of their exclusive periods.  Specifically,
pursuant to 11 U.S.C. Sec. 1121(d), the Debtors request an
extension of their exclusive period during which to file a plan
through and including July 31, 2000, together with an extension
of their exclusive period during which to solicit acceptances of
that plan through and including September 29, 2000, without
prejudice to their right to seek a fourteenth extension. (Levitz
Bankruptcy News Issue 44; Bankruptcy Creditors' Services Inc.)


LOEWS CINEPLEX:  Posts Disappointing Results
---------------------------------------------
Loews Cineplex Entertainment Corp. on Monday became the latest
exhibit to post disappointing fiscal-year results.

Revenue climbed 6% to $ 1.05 billion in the year ended Feb. 29,
but net losses widened to $ 51.4 million, compared with $ 22.8
million the year before.  

Wall Street winced at the news, sending already-battered Loews
shares down another quarter-point to 2, a 52-week low.

Execs blamed the "transitional period" afflicting the exhibit
biz. Translation: too many outdated theaters needing pricey
updates with stadium seating and high-tech sound.

"As many of our competitors have added new theaters at a very
aggressive pace, the older theaters have experienced a
significant decrease in attendance," said Loews prexy and CEO
Lawrence J. Ruisi. Despite efforts to replace outmoded sites with
new ones, he added, "the decay in our older theaters combined
with a weak fourth quarter" curtailed Loews' annual results.

During the year, Loews shed 55 locations worldwide. It now
operates 385 sites and 2,926 screens, making it the largest
publicly traded theater circuit.

The most ominous line item in the annual results may be the
company's debt balance, which has reached $ 894.8 million.
Interest expense jumped 27% during the year to $ 72.7 million.
(Daily Variety 09-May-00)


MARINER: Settlement With Senior Housing Properties Trust
--------------------------------------------------------
Mariner Post-Acute Network, Inc., and its 102 affiliated
debtors, GranCare, Inc., AMS Properties, Inc. and GCI Health Care
Centers, Inc. move the Court for an order authorizing their
settlement deal with Senior Housing Properties Trust and related
entities (the SNH Entities) for the assumption and rejection of
leases so that they can retain profitable facilities while
discarding unprofitable ones.

AMS and GCIHCC operate a total of 22 skilled nursing care
facilities and assisted living facilities with 2,915 beds in:

          North Carolina      3 facilities
          Wisconsin           8 facilities
          Colorado            2 facilities
          Arizona             3 facilities
          California          6 facilities

These 22 facilities, as well as 4 facilities which are subleased
to third parties, are leased from SPTMNR Properties Trust, one of
the SNH Entities. Four of the facilities and three of the
subleased facilities are leased by GCIHCC under a master lease
agreement, while the remaining 18 facilities and one subleased
facility are leased by AMS from SPTMNR under a second
master lease agreement. The two master lease agreements are
cross-defaulted and cross-guaranteed and are also guaranteed by
MPAN and GranCare.

Some of the facilities generate substantial operating losses,
while others are quite profitable. The Subject Debtors would like
to divest themselves of the leased facilities that generate
losses and to retain the profitable facilities. Doing this will
involve a dispute inherent in the Master Lease and the proposed
settlement agreement is designed to settle this.

Under the Settlement Agreement, the Subject Debtors will receive:

(i) free and clear title to five of the better-performing leased
facilities;

(ii) a limitation on the SNH Entities' claims under the Master
Lease, including any claim for damages with respect to the return
of the remaining leased facilities;

(iii) waiver of asserted claims in the approximate amount of
$900,000; and

(iv) a release of any claimed lien on any accounts receivable of
AMS and GCIHCC, in exchange for the relinquishment of

(a) the remaining 17 facilities and the 4 subleased facilities,
which include a number of money-losing facilities,

(b) MPAN's right to the Security Deposit and AMS's right to the  
Pledged Shares.

The Debtors analyze that the Settlement Agreement will allow them
to acquire free and clear ownership of five of the formerly
leased facilities and a release of all but $1.2 million of the
potentially substantial rejection claims relating to the
relinquished facilities, and that $1.2 million will likely be
applied toward fees received under the transitional Interim
Management Agreement which would not have been earned but for
this transaction.

The Debtors believe that the Settlement Agreement will provide
the best and highest value realistically obtainable, considering
the cost, uncertainty and delay in divesting of the money-losing
facilities associated with litigation. They observe that even the
best litigation outcome might not mean their ownership of five of
the better-performing facilities free and clear of liens, and
being freed of any further rent obligations with respect to those
five facilities. They believe such result could only be
accomplished on a consensual basis. The Subject Debtors further
point out that even if it were ultimately determined that
they could reject leases under the Master Leases on a facility-
by-facility basis, the SNH Entities would assert substantial
damage claims under the rejected leases, the allowed amount of
which would be secured by the $15 million Security Deposit and
the Pledged Shares. The Debtors also believe that a prompt
closing is the best way to maximize value for their estates
and creditors.

Accordingly, the Debtors seek:

(A) court approval of the Settlement Agreement;

(B) the court's authorization of the sale to the SNH Entities of
all rights and interest in and to the Retained Facilities  and
the related personal property;

(C) exemption from any stamp, transfer, recording, or similar
tax;

(D) authorization for the assumption and assignment or rejection
of executory contracts pursuant to the assumption and rejection
of the facilities;

(E) entry into the settlement agreement the settlement free and
clear of liens, claims, encumberances and interests, pursuant to
section 363(f) of the Bankruptcy Code;

(F) relief from Transfer Taxes under section 1146c of Bankruptcy
Code;

(G) prohibition against recourse.

In order to allow for an orderly transition of the Retained
Facilities while curtailing further administrative liability to
the Subject Debtors' estates, the Settlement Agreement provides
that the SNH Entities will designate which executory contracts
and unexpired leases they wish to have the Subject Debtors assume
and assign to the designated SNH Entities.

Citing eligibility for court approval, the Debtors represent that
the Settlement Agreement was negotiated in good faith, falls well
within the range of reasonableness, has a sound business purpose,
with sufficient notice being served on the parties concerned.
They further express confidence in future performance,
considering the SNH Entities' financial credibility, experience
in the skilled nursing care industry and willingness and ability
to perform under the Assumed Contracts.

The Subject Debtors believe that the only entities holding an
interest under the Master Lease, with the exception of the SNH
Entities, are the financial institutions for which Chase
Manhattan Bank serves as agent under the DIP Lenders and as agent
for the MPAN Debtors' prepetition lenders' adequate protection
lien, if any. The Subject Debtors will have received the consent
of the DIP Lenders and prepetition lenders on or before the
hearing date. Because the DIP Lenders' Interest and pre-
petition lenders' interest, if any, will attach to the
Transferred Facilities, their Interest will be enhanced by the
Settlement Agreement.

Secured creditor San Joaquin County, California objects to the
selling of the Entities free and clear of liens. Asserting legal
right that the County's lien be attached to the proceeds and be
repaid, San Joaquin County requests that the proposed Settlement
Agreement be amended to provide adequate protection for the
County's delinquent tax lien. (Mariner Bankruptcy News Issue 4;
Bankruptcy Creditors' Services Inc.)


MASTER GRAPHICS INC: Reports 1st Quarter 2000 Results
-----------------------------------------------------
Master Graphics, Inc. (OTC BB: MAGR) reported its operating
results for the three months ended March 31, 2000. Highlights for
the quarter include:

-- First quarter 2000 revenues increased to $72.2 million, up
approximately 7% over the 1st quarter 1999 on a same store basis.

-- The Company's key performance measure of value added (sales
less the direct cost of sales, i.e. paper, ink, outside services)
improved to approximately 57% for the quarter compared to
approximately 54% during the 4th quarter 1999. However, the
Company has still not achieved its historical value added of
approximately 60%.

-- Net loss was $7.5 million, or $(0.95) per share diluted.

Robert J. Diehl, Master Graphics Chief Executive Officer, stated
"While the Company's overall results for the quarter are not
satisfactory, I am encouraged by certain month to month trends,
particularly in the categories of sales and value added as a
percentage of sales."

Diehl added, "It also appears that the cost reductions instituted
in early 2000 as part of our Year 2000 operating plan are
holding."

The Company is continuing its attempts to restructure its balance
sheet and has engaged the investment banking firm of Lazard
Freres to advise the Company regarding strategic alternatives for
the restructuring. Michael B. Bemis, Master Graphics Chairman of
the Board, said "Lazard Freres enjoys a strong history of success
in advising its clients through the types of issues that Master
Graphics is currently facing. This expertise is necessary to
effectively work through the various loan defaults and other debt
related problems that face the Company."

The Company said that it continues to be in default under its
senior secured credit facility as well as the indenture under
which it issued $130 million of Senior Notes. Because of these
defaults, rights and remedies of these creditors include (1) the
right to declare the indebtedness due and payable at any time,
(2) in the case of secured creditors, the right to foreclose on
the collateral, and (3) in the case of secured creditors, the
right to charge interest at the default rate, which is 2% greater
than the otherwise applicable rate. The Company's senior lenders
have notified the Company of their intention to charge interest
at the default rate retroactively to May 15, 1999.

"We continue to face tough but not insurmountable challenges
ahead," said Diehl, who was named CEO in December 1999. "We have
the opportunity to confront these challenges with greater
confidence and strength, but we must continue to improve our
operating and financial performance in order to do so."


MAXICARE: Subsidiary To Be Acquired By Coventry Health Care
-----------------------------------------------------------
Maxicare Health Plans Inc. (Nasdaq:MAXI) announced that its
managed care subsidiary, Maxicare Louisiana Inc., will be
acquired by Coventry Health Care Inc., under terms of a
definitive agreement signed by both companies.

The transaction is expected to close in the third quarter of
2000, subject to regulatory and other customary approvals and
conditions. Terms of the transaction were not disclosed.

Maxicare Louisiana has about 14,000 members and annual premium
revenue of $26 million. The Louisiana membership represents about
3 percent of Maxicare's total enrollment of approximately
450,000.

"The company wishes to focus on growth opportunities in its two
major business markets in California and Indiana," said Paul R.
Dupee Jr., chairman and chief executive officer. "We're
restructuring in order to enhance our operations in these two
areas. We believe there is substantial growth opportunity in
these markets."

Dupee said he expected the transaction to have "minimal effect"
on Maxicare's overall business.

Maxicare is a managed health care company with operations in
California, Indiana and Louisiana. The company also offers
various employee benefit packages through its subsidiaries,
Maxicare Life and Health Insurance Co. and Health America Corp.


MONET: To Be Sold After Bankruptcy Filing
-----------------------------------------
The Monet Group costume jewelry manufacturer has filed for
bankruptcy and expects to re-emerge under new ownership within
two months.

Monet distributed a letter to employees Friday announcing plans
to sell the company.

About 31 employees will be laid off. The remaining 261
administrative and support staff will continue to work at Monet's
East Providence offices.

"The Monet brand stays," company senior vice president Joseph
Giorgio told The Providence Journal. "We have no plans of leaving
Rhode Island."

In January, Monet announced it was shutting down manufacturing in
Rhode Island and transferring the work to Asia. The company
blamed its latest financial problems on the slow transfer of
operations to these overseas sites.

Monet did not disclose the identity of its new owner, but said
the company has negotiated an asset-purchase agreement with a
private investment group.

Monet already survived one Chapter 11 bankruptcy reorganization
seven years ago. After it clears its debts this time, more
investments in the business will be made, the company told
employees.

Three years ago, Monet employed more than 800 people in Rhode
Island, including 500 manufacturing workers in East Providence
and Pawtucket. Since then, the company, like many company's in
Rhode Island's once-dominant jewelry industry, has reduced its
work force dramatically.

Monet employs about 840 people in New York, at sales offices
around the country and around the world.

The company was founded in 1929 as Monocraft, then adopted the
Monet brand in 1937. In the 1970s, the Monet Group was acquired
by General Mills and later spun off as Crystal Brands. In 1993,
Crystal Brands filed for bankruptcy protection and was sold to
Chase Capital Partners.


NEWMONT MINING: Shareholders Report Ownership of Stock
------------------------------------------------------
FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson
beneficially own common stock in Newmont Mining Corp.  The amount
beneficially owned is 19,704,606 shares representing 11.743% of
the outstanding shares of the company.  Each has the sole power
to vote or to direct the vote on 418,361 shares, and the sole
power to dispose or to direct the disposition of 17,881,376
shares.

Fidelity Management & Research Company, is a wholly-owned
subsidiary of FMR Corp, and the beneficial owner of 17,231,815
shares or 10.269% of the common stock outstanding of Newmont
Mining Corporation as a result of acting as investment adviser to
various investment companies.


NTS COMPUTER: Bank Demanding Payment
------------------------------------
On May 5, 2000, NTS Computer received a demand for payment of its
outstanding loans owing to HSBC Bank Canada to be paid within 10
days from the date of demand. As reported in the Company's
release dated May 4, the Company is in default of certain
covenants as a result of its current financial position and the
Bank has therefore decided to demand repayment of all outstanding
loans amounting to $8,688,674.  NTS has retained legal counsel in
the matter and is currently exploring its options. Negotiations
with the Bank are ongoing and while the company is optimistic
that a satisfactory resolution can be found, the results cannot
be determined at this time.

NTS is a leading provider of affordable, high-quality, notebook
computers, equipped with embedded educational software developed
by NTS, to K-12 learning institutions worldwide. The company has
developed a portable storage and recharging unit that can hold up
to 30 of its DreamWriter(R) series computers.


PENN TRAFFIC: Reports Financial Results
---------------------------------------
Penn Traffic is a food retailer in the eastern United States. The
company operates 210 supermarkets in New York, Pennsylvania, Ohio
and West Virginia under the "Big Bear" and "Big Bear Plus" (70
stores), "Bi-Lo" (43 stores), "P&C" (63 stores) and "Quality" (34
stores) trade names.  Penn Traffic also operates wholesale food
distribution businesses serving 85 licensed franchises and 71
independent operators.

The majority of Penn Traffic's retail supermarket revenues are
generated in smaller communities where Penn Traffic believes it
generally holds the number one or number two market position. The
balance of Penn Traffic's retail supermarket revenues are derived
from the Columbus, Ohio, and Buffalo and Syracuse, New York
metropolitan areas.

The company reported net revenues of $2,484,023 for the fiscal
year ended January 29, 2000.  This total included aggregate sales
of the predecessor and successor companies.  A net gain of
$409,613 was reported when the gain on debt discharge recorded in
connection with the consummation of the Plan and the write-off of
unamortized deferred financing fees associated with the repayment
of the company's pre-petition revolving credit facility were
taken into consideration in the operations of the predecessor
company.

In the preceding year, ended January 30, 1999 net revenues were
$2,828,109 but the company experienced net losses of $317,094.


PIXELON: Orders Widespread Layoffs After Founder's Arrest
---------------------------------------------------------
Pixelon, a financially troubled streaming media start-up based in
San Juan Capistrano, Calif., fired most of its remaining
employees this week in a desperate attempt to reorganize itself
by filing for bankruptcy, according to CNET News.com. The company
fell on tough times after its founder spent more than $12 million
on an over-the-top Las Vegas launch party last fall shortly
before admitting he was a fugitive of the law. Michael Fenne, as
the founder was known, surrendered to Virginia authorities last
month on numerous charges that he bilked roughly $1 million from
elderly investors in the late 1980s. Fenne turned out to be a
convicted embezzler named David Stanley and is in jail awaiting
trial on a probation violation in Wise County, Va. According to
Russell Reeder, the company's vice president of product
development, the publicity of the arrest combined with the wild
spending on the glitzy party undoubtedly propelled Pixelon's
downfall. "There were so many things, but the very bad news about
the founder caused some investors who were prepared to back up
the company to pull out," Reeder said. Pixelon's creditors have
since sought the involuntary bankruptcy of the company. The
company's remaining 55 employees were laid off on Thursday. After
Stanley's arrest, a PricewaterhouseCoopers LLP audit came up
clean. Reeder and five other managers said they will continue to
work without pay on a restructuring plan that includes its
chapter 11 filing. (ABI 15-May-00)


PRANDIUM: Annual Meeting To Be Held On June 22, 2000
-----------------------------------------------------
The annual meeting of stockholders of Prandium, Inc., a Delaware
corporation, will be held at the Radisson Hotel & Conference
Center, 9700 Bluegrass Parkway, Louisville, Kentucky 40299, on
Thursday, June 22, 2000 at 10:00 a.m. local time for the
following purposes:

1. To elect six directors to serve until the next annual meeting
of stockholders and until their successors are duly elected and
qualified; and

2. To ratify the selection of KPMG LLP as the company's
independent accountants for the company's fiscal year ending
December 31, 2000.

The Board of Directors has fixed the close of business on April
28, 2000 as the record date for the determination of stockholders
entitled to notice of and to vote at the annual meeting.


PRIMARY HEALTH: Court Approves Results of Auction
-------------------------------------------------
Primary Health Systems, Inc. ("PHS") announced that the U.S.
Bankruptcy Court for the District of Delaware has approved the
results of the court-ordered auction of three medical facilities
held on May 1, 2000.

At the auction, a high bid of $62.7 million for the three
facilities was submitted by the Cleveland Clinic Foundation
("CCF"). However, by agreement of CCF, PHS was permitted to
accept University Hospitals Health Systems' offer to purchase
both St. Michael Hospital in Cleveland and Mt. Sinai-East in
Richmond Heights as acute care full-service hospitals for a bid
of $12 million plus other cash and non-cash considerations. The
remaining facility, Mt. Sinai Integrated Medical Campus in
Beachwood, will be purchased by CCF for $52.7 million.

"The results of the hearing represent a highly equitable outcome
for the community, and greatly enhanced value for the bankruptcy
estate," said Dennis I. Simon, Chief Executive Officer of PHS.
"We are very pleased that all three facilities will continue to
serve their respective communities."


SAFETY-KLEEN: Names New Director, Elects Chairman
-------------------------------------------------
The Associated Press reports on May 8, 2000 that Safety-Kleen has
chosen Kenneth K. Chalmers as new director to take over the
unexpired term of the late John M. Rollins Sr., while David E.
Thomas Jr., former head of the executive committee which has been
disbanded, has been elected to replace Peter Widdrington as new
chairman of the board.

Chalmers, has been also named to a special investigative
committee looking into the company's accounting irregularities.


SIENA HOLDINGS: Financial Information For Three and Nine Months
---------------------------------------------------------------
Siena Holdings, Inc., in releasing financial information for the
three and nine months ended March 31, 2000, report net revenues
and losses of $194 and $3, $206 and $3 (reported in thousands)
for the quarters ended March 31, 2000 and March 31, 1999
respectively.  In the nine month fiscal periods ended March 31,
2000 and March 31, 1999 net revenues and losses were $641 and
$36, $811 and $57 (again reported in thousands) respectively.


STONE & WEBSTER: To File Chapter 11
-----------------------------------
Stone & Webster is seeking protection from creditors under
Chapter 11 of the federal bankruptcy law.

The company signed a letter of intent with Pasadena, Calif.-based
Jacobs to sell all of its assets for $ 150 million in cash and
stock.  Jacobs who agreed to assume certain liabilities and
forward up to $50 million in working capital funds to Stone &
Webster.


STONE & WEBSTER: To Sell Power
------------------------------
Power Technologies Inc. of Schenectady will be sold by its parent
company, Stone & Webster, as the Boston-based engineering,
consulting and construction firm prepares to file for Chapter 11
bankruptcy protection.

PTI, which offers software, consulting, engineering education and
instrumentation systems, merged with Stone & Webster in 1998.  
But the Boston firm has been hit hard financially by a cost
overrun on a key project and earlier losses.

On Monday, Stone & Webster signed a letter of intent to sell all
of its assets to Jacobs Engineering Group Inc. of Pasadena,
Calif., in exchange for $ 150 million in cash and stock, the
assumption of virtually all of Stone & Webster's debt, and $ 50
million in secured revolving credit.

The stock of Stone & Webster has been falling in price since the
company announced last week that a liquidation was possible. But
it was up 88 cents Monday after the announcement, closing at $
3.37.

Jacobs Engineering closed Wednesday at $ 31.13, down 56 cents.


SUN HEALTHCARE: Bar Date Set For June 20, 2000
----------------------------------------------
At the Debtors' behest, Judge Walrath entered an Order pursuant
to Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
fixing June 20, 2000, as the deadline by which most creditors
must file proofs of claim against the Debtors' estates.  Proof of
claim forms, which will be mailed to all known potential
creditors, must be returned to:

            Sun Healthcare Group Claims Processing Center
            c/o Bankruptcy Services Inc.
            P.O. Box 5061, FDR Station
            New York, New York 10022

The Sun Claims Processing Center will not accept proofs of claim
sent by facsimile, telecopy, or electronic mail transmission.  

Some entities are excluded from the June 20, 2000, General Bar
Date:

     (a) any person or entity that has already properly filed
with the Clerk of the United States Bankruptcy Court for the
District of Delaware, a proof of claim against the Debtors using
a claim form which substantially conforms to the Proof of Claim
or Official Form No. 10;

     (b) any person or entity (i) whose claim is listed on the
Debtors' Schedule's of Assets and Liabilities and Schedules of
Executory Contracts and Unexpired Leases that are on file with
the Court (collectively, the "Schedules"), (ii) whose claim is
not described as "disputed," "contingent," or "unliquidated," and
(iii) who does not dispute the amount or nature of the claim for
such person or entity set forth in the Schedules, which amount or
nature of such claim is also set forth in the upper right hand
comer or the proof of claim form for such person or entity;

     (c) any person having a claim under sections 503(b) or
507(a) of the Bankruptcy Code as an administrative expense of the
Debtors' chapter 11 cases;

     (d) any person or entity whose claim has been paid by the
Debtors in full;

     (e) any Debtor or an affiliate of a Debtor in these cases
having a claim against another Debtor or another affiliate of a
Debtor;

     (f) any person or entity that holds a claim which arose out
of or is based upon an equity interest in the Debtors; and

     (g) any person or entity that holds a claim that has been
allowed by an order of this Court entered on or before the Bar
Date. . . . (Sun Healthcare Bankruptcy News Issue 11; Bankruptcy
Creditors' Services Inc.)


SUNSHINE MINING: May File Chapter 11
------------------------------------
Sunshine Mining and Refining Company (NYSE:SSC) reported today a
net loss of $4.0 million or $0.10 per share for the first quarter
of 2000, compared to a net loss of $2.9 million or $0.09 for the
first quarter of 1999.

The increased loss was primarily due to a $1.4 million charge for
additional interest pursuant to terms of the Company's
outstanding 10% Senior Convertible Notes because the Company's 8%
Senior Exchangeable Notes were not retired or refinanced prior to
March 21, 2000.

In the first quarter, operating revenues were $7.2 million
compared to $9.7 million for the 1999 quarter. Cost of revenues
declined $2.3 million to $6.4 million.
  
Production at the Sunshine Mine for the quarter ended March 31,
2000 totaled approximately 1.3 million ounces of silver, a
decrease of 157,000 ounces (11%) over the first quarter of 1999.

Net operating cash costs, which includes development costs,
were$4.49 per ounce of silver for the quarter compared to $4.39
in the prior year's first quarter. Average silver prices received
in the quarters were $5.06 per ounce in 2000 compared to $5.21
per ounce in 1999.
  
The maturity date for the Company's 8% Senior Exchangeable Notes
due 2000 (the "Eurobonds") has been extended from March 21, 2000
to May 24, 2000. The Company is currently in negotiations with
the holders of the Eurobonds and the 10% Senior Convertible Notes
due November 24, 2002 regarding a restructuring of the
indebtedness. While the final terms have not yet been agreed, it
is anticipated that a restructuring will transfer a very
substantial equity ownership interest in the Company to the debt
holders. If a restructuring is not successfully accomplished, the
Company may file for bankruptcy under Chapter 11 of the U. S.
Bankruptcy Code.

As previously reported, the New York Stock Exchange (the
"Exchange") notified the Company that it was below the Exchange's
continued listing standard of total market capitalization of not
less than $50 million. Subsequently, the Company's stock price
has traded below the continued listing criteria of a minimum
share price of $1.

The Exchange has also stated that the Company had to present a
business plan that demonstrates compliance with the continued
listing standards within 18 months, which the Company has
submitted. The business plan is subject to Exchange approval.


THIS END UP: Judge Delays Decision
----------------------------------
According to an article in The Richmond Times Dispatch on May 9,
2000, a decision on liquidating Richmond, Va.-based furniture
retailer This End Up has been postponed.

After a marathon session in U.S. Bankruptcy Court that lasted
past 10 p.m., Judge Peter J. Walsh delayed his decision on a
variety of issues, including permitting going-out-of-business
sales at the chain's remaining 69 stores and whether the chain's
employee health care provider could terminate its agreement.  

During testimony, Richard A. Sebastiao, the president of RAS
Management Advisors, who was hired as This End Up's restructuring
officer, said that under the best scenario, unsecured creditors
such as the chain's vendors would get about 8 cents on each $ 1
owed.

Those creditors would receive about $ 1.625 million of the $ 20
million they are owed. However, Congress Financial Corp., the
chain's primary lender, would get all but about $ 100,000 of the
$ 30.3 million it is owed.

Congress has already been paid $ 1.16 million in interest
payments since the chain filed for bankruptcy protection in mid-
February.

The company also is proposing that $ 750,000 in employee health
care claims that were not paid before the filing should be paid
in full, up to $4,300 each.


TRIDEX CORPORATION: Trades On OTC Board
---------------------------------------
Tridex Corporation (OTC Bulletin Board: TRDX), a leading provider
of retail technology solutions, today announced that effective
May 3, 2000 its common stock began trading on the Over The
Counter ("OTC") Bulletin Board. This action follows Tridex's
inability to meet the net asset value listing requirement for
continued listing on the NASDAQ Stock Market.  Tridex expects to
reapply to NASDAQ for listing as soon as the Company can meet
that market's requirements.

Seth Lukash, Chairman and Chief Executive Officer of Tridex,
commented, "Our move to the OTC Bulletin Board will not hinder
our continued focus on Progressive Software. We believe that
Progressive's products have the potential to revolutionize the
rapidly evolving foodservice industry and offer substantial
growth opportunities. Negotiations with our principal lenders to
restructure certain debt covenants are continuing and are
expected to be favorably concluded in the near future. We are
also working closely with FleetBoston Robertson Stephens to
advise us on ways to enhance shareholder value, including an
infusion of equity or the possible sale or merger of the
Company."

Tridex, through its Progressive Software subsidiary, is a leading
provider of customized POS ("point-of-sale") and back office
application software for the foodservice industry. The Company
offers a full range of products and services for major chains as
well as franchisees and multi-unit independents. Tridex is the
solution of choice for Starbucks, Steak n Shake, Golden Corral,
McDonald's, Shoney's and many others.


TURBODYNE TECHNOLOGIES: Elements of Company's Restructuring
-----------------------------------------------------------
Turbodyne Technologies Inc.'s (EASDAQ:TRBD) Chairman of the
Board, Professor Dr. Peter Hofbauer, addressed the company's
shareholders at the shareholder meeting, after the close of the
official business.

He stated that 1999 was an extremely challenging year for the
company, and he described the principal elements of the company's
restructuring.

"There are seven principal elements of our restructuring.

1) We sold the assets of our Light Metals Division, which was
engaged in manufacturing aluminum products, in a Chapter 11
bankruptcy proceeding.

2) Since October 1999, we have significantly restructured our
operations. All activities were relocated to the present
headquarters in Carpinteria. Costs were drastically reduced by
closing almost all of Turbodyne's outlying subsidiaries and
offices in London, Paris, New York, Encinitas and Woodland Hills.
Turbodyne's office in Frankfurt, Germany, remains our strong
European presence for potential customers and strategic partners
and capital markets liaison. The number of employees consequently
has been reduced by 40%.

3) We entered into an agreement with Honeywell, under which
Turbodyne and Honeywell Turbocharging Systems will continue the
development of the Dynacharger(TM) and the Turbopac(TM).

4) We shifted our emphasis from aftermarket applications to
automotive original equipment manufacturers.

5) We made substantial changes in management to emphasize
research and development.

6) We settled many of the accumulated lawsuits and claims against
us.

7) We raised an aggregate of $15.6 million in capital to finance
the restructuring of our operations and continued research and
development.

Although there are many challenges still before us, these
decisive actions have better positioned the Company to exploit
its technical strength.

Inevitably, substantial changes in management occurred: a new
CEO, Gerhard E. Delf, and a new CFO, Joseph D. Castano, have been
appointed.

We will structure Turbodyne into a holding company with three
subsidiaries:

Turbodyne Technologies Inc. (TTI) will act as the parent company
with the following functions: Corporate Financing, legal affairs,
Shareholders Relations, Public Relations, and the Board of
Directors and its administration will be integrated into this
holding company.

Turbodyne Systems Inc. (TSI) will continue to concentrate on the
Honeywell "Joint Development" and the Supply Agreement.

Turbodyne Europe GmbH (TEG) is already managing Turbodyne's very
important European potential customers and strategic partners and
capital markets liaison.

Turbodyne Innovations Inc. (TII): In this new subsidiary we will
develop innovative products outside the Honeywell contract.

Turbodyne retains the sole worldwide rights to manufacture,
market and sell all motors, generators, electronic controls and
light metal components for both the Dynacharger(TM) and the
Turbopac(TM). For the supply of the high-tech assemblies,
Turbodyne will be compensated at agreed margins. In addition,
Turbodyne will receive from Honeywell royalties on the net sales
of the Dynachargers(TM) and the Turbopacs(TM).

Our work was also rewarded in October 1999 by an outstanding
recognition: The Dynacharger(TM) was awarded the Grand Jury's
Special Prize for Technical Innovation at the '99 AutoEquip in
Paris, possibly the most prestigious award in the automotive
supply industry. And in March 2000 the US Department of Energy
committed to partially fund joint research work by Honeywell,
Turbodyne and Navistar for "improved vehicular response, reduced
fuel consumption and lower emission levels."

Turbodyne Technologies Inc., a California based high technology
company, specializes in the development of charging technology
for internal combustion engines plus the development and
manufacturing of high-tech assemblies for electrically assisted
turbochargers and superchargers. Turbodyne Technologies Inc.'s
headquarters is located in Carpinteria; the European business
location is Frankfurt, Germany. Additional information about the
company is available on the Internet at http://www.turbodyne.com.


UNITED ARTISTS: Looks For A Way Out
-----------------------------------
The CEO and President of Englewood-based United Artists, Kurt
Hall, which lost $ 127 million last year, making the company miss
an interest payment last month, The Associated Press reports,
said that the firm is presently working on a plan to convert
corporate debt into equity that he is hoping that creditors will
accept to stave off bankruptcy.  He also has created a
restructuring strategy that he hopes will be effective enough for
it to become a model for the industry.


VENCOR: Second Motion To Extend Exclusivity
-------------------------------------------
Negotiations among the core parties-in-interest continue in
earnest and the Debtors are upbeat about the prospect of filing
of a consensual plan of reorganization in these cases . . . in
just a little while.  

Accordingly, the Debtors sought and obtained a second extension
of their exclusive period during which to file a plan of
reorganization through May 16, 2000, and a concomitant extension
of their exclusive period during which to solicit acceptances of
that plan through July 17, 2000, all without prejudice to the
Debtors' right to seek further extensions for cause. (Vencor
Bankruptcy News Issue 12; Bankruptcy Creditors' Services Inc.)


Meetings, Conferences and Seminars
----------------------------------
May 26-29, 2000
   COMMERCIAL LAW LEAGUE OF AMERICA
      52nd Annual Meeting of the New England Region
         Colony Hotel, Kinnebunkport, Maine
            Contact: 1-617-742-1500 or richard@landayleblang.com

June 8-11, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800
   
June 14-17, 2000
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      16th Annual Bankruptcy & Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or aira@ccountry.net

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

July 13-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      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 info@nactt.com

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

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

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loews Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
August 17-19, 2000
   ALI-ABA
      Banking and Commercial Lending Law -- 2000
         Somewhere in San Francisco, California
            Contact: 1-800-CLE-NEWS

September 7-8, 2000
   ALI-ABA
      Conference on Revised Article 9 of the
      Uniform Commercial Code
         Somewhere in New York, New York
            Contact: 1-800-CLE-NEWS

September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

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

September 21-22, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

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

November 2-6, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or info@turnaround.org

November 27-28, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Third Annual Conference on Distressed Investing
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
November 30-December 2, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

February 22-24, 2001
   ALI-ABA
      Real Estate Defaults, Workouts, and Reorganizations
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com 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
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contained herein is obtained from sources believed to be
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                 * * * End of Transmission * * *