TCR_Public/000602.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Friday, June 2, 2000, Vol. 4, No. 108


ABRAXAS PETROLEUM: Announces Board Authorization
ARM SECURITIES: ND Holdings Completes Purchase
AUTOINFO:  Announces Rescheduled Disclosure Statement Hearing
BREED TECHNOLOGIES: Defends Employ of John Riess
BREED TECHNOLOGIES: Seeks Extension of Exclusivity

CELLULAR USA: Case Summary and 20 Largest Unsecured Creditors
COMPLETE MANAGEMENT: Disclosure Statement
CONSECO:  Financier Buys $ 11M Shares
EAGLE GEOPHYSICAL: Hearing to Consider Confirmation of Plan
JOAN AND DAVID: Closing 12 Stores

LMI INSURANCE: Declares Insolvency
LOEWEN: Motion To Reject Ten Unexpired Leases
MEDIQ: MEDIQ/PRN's Senior Lenders Block Interest Payment
PENN TRAFFIC: To End Consulting Contract
PRIMARY HEALTH SYSTEMS: Order Extends Co-Exclusive Periods

PRISON REALTY: Restructuring Moves Forward
READ RITE: Extension Of Waiver
SERVICE MERCHANDISE: Seeks Court Approval To Sublease Stores
SINGER COMPANY: Disclosure Statement

SUNSHINE MINING: Creditors Aid Company
SUNTERRA: DCR Downgrades Sunterra to 'DD'
TOKHEIM CORP: Moody's Lowers Ratings; Outlook Negative
VENCOR: Obtains Extension to File Its Plan of Reorganization
VERSATECH: In Default To File Annual Financial Statements



ABRAXAS PETROLEUM: Announces Board Authorization
Abraxas Petroleum Corporation (OTCBB:AXAS) recently announced
that its Board of Directors authorized the Company to repurchase,
within the limits of the indenture of its public debt, both
equity and debt securities of the Company in open market and
private transactions.

Bob Watson, Chief Executive Officer, stated, "This move by the
Board recognizes our beliefs that the purchase of the Company's
securities represents tremendous value for our shareholders and
is a judicious use of a portion of the Company's excess cash. The
ultimate amount available for purchase will be determined by the
Company's performance in the months ahead and our ability to
continue to generate excess cash in this strong commodity-price

At an Annual Meeting of Shareholders, Mr. Watson also announced
that the Company is currently active, or soon will be, in five
horizontal exploitation projects as well as conventional
exploitation activities both in the United States and Canada.
Success in any of these horizontal exploitation projects could
add substantially to the Company's proved reserve base. The
securities repurchase program announced above will not impact the
Company's planned capital expenditure program.

ARM SECURITIES: ND Holdings Completes Purchase
ND Holdings Inc. (NDHI), Minot, N.D., announced on May 31, 2000
that it has completed the  acquisition of ARM Securities
Corporation (ARM) of Louisville, Ky., through a stock purchase
agreement for an undisclosed amount of cash, which was approved
by the bankruptcy court for the District of Delaware, according
to a newswire report. The seller and parent of ARM Securities,
ARM Financial Group Inc. (ARM Group), is a debtor-in-possession.
NDHI plans to operate ARM as is and to retain all personnel and
processing locations. ARM, a broker dealer marketing mainly
mutual funds and annuities, will continue to operate under its
current name as a wholly owned subsidiary of NDHI. "This
acquisition will represent a significant addition to our revenue
stream," said Robert Walstad, NDHI president. "We are also
pleased to be able to utilize our existing support service
capabilities to support the staff and sales activities of this
new unit." (ABI 01-June-00)

AUTOINFO:  Announces Rescheduled Disclosure Statement Hearing
AutoInfo, Inc. (OTCBB:AUTO) announced that the hearing schedule
to be held before the Honorable Adlai S. Hardin, Jr., United
States Bankruptcy Judge, in Room 520 of the United States
Bankruptcy Court, 300 Quarropas Street, White Plains, New York
10601, on May 31, 2000 has been rescheduled for 11:00 AM on June
7, 2000.

William Wunderlich, President and Chief Financial Officer of
AutoInfo stated, "the hearing date has been rescheduled to allow
us additional time to file our amended disclosure statement.  We
anticipate that we will satisfy issues raised by all interested
parties and are hopeful that the acceptance of the disclosure
statement will lead to the timely confirmation of our
reorganization plan so that we may proceed toward the
consummation of a transaction in our continuing efforts to
restore shareholder value."

BREED TECHNOLOGIES: Defends Employ of John Riess
In answer to the objections of the Official Committee of
Unsecured Creditors, DaimlerChrysler Corporation and Ford Motor
Company, BREED Technologies, Inc., debtor, states that the
employment of John Riess as a senior executive is integral to the
prudent exit strategy of the debtor.

The Committee states that Riess is not yet needed, and that his
pay is too high.  BREED asserts that without Riess a sale may not
be consummated, which would be very damaging to the debtor's
reorganization efforts.  BREED believes that Riess is the best
qualified candidate to act as a senior executive under a stand-
alone plan.  Riess is willing to act in that capacity and he is
acceptable to the Bank Group.  Riess is not willing to forego
other employment opportunities to "wait and see" if a sale is
consummated.  And if a sale falls through and no alternative is
in place, BREED claims that it will spend as much, if not more
money than Riess' proposed compensation on continuing
reorganization costs and executive search fees to find another
eligible candidate.  

BREED TECHNOLOGIES: Seeks Extension of Exclusivity
The debtors, BREED Technologies, Inc. seek to further extend the
exclsuive periods during which the debtors may file plans of
reorganization and solicit acceptance of such plans.  A hearing
has been set for June 6, 2000 at 3:00 PM.

The debtors claim that they require an additional period of time
in which to develop and document a plan of reorganization.  It is
the debtors' intention to propose a plan in a form that will
maximize the likely recovery to creditors.  The mechanism for
doing so is currently the subject of some dispute among the
secured lenders, the creditors' committee and certain segments of
the debtors' customer body.  The debtor requests the extension in
order to reach a consensus with the varied case constituents.  
Plan exclusivity will, according to the debtor, ensure that the
playing field remains level and that the debtors and each of the
creditor constituencies remain willing to address concerns raised
by competing interests and reach a resolution that will maximize
all interests.  The debtors request that the court further extend
the period during which they have the exclusive right to propose
a plan and solicit acceptances thereof until September 30, 2000
and November 30, 2000, respectively.

CELLULAR USA: Case Summary and 20 Largest Unsecured Creditors
Debtor: Cellular USA
        800 Brickell Avenue
        Suite 400
        Miami, FL 33131

Petition Date: May 30, 2000     Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02108

Judge: Mary F. Walrath

Debtor's Counsel: Jeffrey M. Schlerf
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  PO Box 25130
                  Wilmington, DE 19801
                  (302) 655-5000

                  Thomas E. Lauria
                  White & Case, LLP
                  First Union Financial Center
                  200 S. Biscayne Boulevard
                  Miami, Florida 33131-2352
                  (305) 371-2700

Total Assets: $ 10 million above
Total Debts:  $ 50 million above

20 Largest Unsecured Creditors

BellSouth Mobility, Inc.
1100 Peachtree
Suite 910
Atlanta, GA 30309
Connie Thorne
Tel:(407) 771-1723
Fax:(407) 805-8910          Trade Debt         $ 1,114,536

AT&T Wireless Svcs, Inc.
PO Box 97061
Redmond, WA 98073
Carla Gerkin
Tel:(972) 778-5864
Fax:(888) 423-8090          Trade Debt           $ 999,179

Brightpoint, Inc.
6402 Corporate Drive
Indianapolis, IN 46278
Steve Thompson
Tel:(800) 669-4268 x2193
Fax:(317) 707-2329          Trade Debt           $ 639,767

501 Airtech Parkway
Plainfield, IN 46168
Steve Thompson
Tel:(800) 669-4268 x2193
Fax:(317) 707-2329          Trade Debt           $ 463,700

Voicestream Wireless Corp.
3650 131st Avenue S.E.
Suite No. 400
Bellevue, WA 98006
Rebecca Saboi
Tel:(954) 457-5725          Trade Debt           $ 427,456

Chandler Signs, Inc.
3201 Manor Way
Dallas, TX 75235-5909
Thom Hopper
Tel:(972) 739-6558
Fax:(214) 902-2044          Trade Debt           $ 390,882

GERS Retail Systems
Waterridge Technology Center
10431 Waterridge Circle
San Diego, CA 92121
Steven Frank
Tel:(800) 854-2263 x2241
Fax:(858) 457-2145          Trade Debt           $ 369,582

PrimeCo Personal
Communications, LP
Dept. 0695
PO Box 120001
Dallas, TX 75312-0695
Deetra Serrano
Tel:(800) 650-2906
Fax:(817) 258-1939          Trade Debt           $ 360,194

The Atlantic Journal
Constitution                Trade Debt           $ 248,098

Advanced Fox
Antenna Inc.                Trade Debt           $ 219,593

Weblink Wireless, Inc.      Trade Debt           $ 213,368

The Dallas Morning News     Trade Debt           $ 212,386

Detroit Newspapers          Trade Debt           $ 203,604

Cellular One Puerto Rico    Trade Debt           $ 177,385

PageNet                     Trade Debt           $ 161,815

Cellular One Central        Trade Debt           $ 158,389

Powertel, Inc.              Trade Debt           $ 155,046

Tarrant Interiors, Inc.     Trade Debt           $ 133,905

GTE Mobile Communications   Trade Debt           $ 133,029

Cellular One                Trade Debt           $ 124,978

COMPLETE MANAGEMENT: Disclosure Statement
The plan of reorganization of Complete Management, Inc. provides
that on the Effective Date, all of the debtor's then-existing Old
Common Stock shall be cancelled.  The debtor shall be authorized
to issue ten million shares of New Common Stock.  General
unsecured creditors in Class 3 will receive a pro rata share of
95% of the New Common stock; debtor's existing equity will
receive a pro rata share of the other 5% of the New Common stock.  
The debtor's other assets will be transferred to the CMI
Litigation Trust to be established for the benefit of Unsecured
Creditors in Classes 3 and 3(a) under the plan.

CONSECO:  Financier Buys $ 11M Shares
According an AP report of May 26, 2000, financier Irwin Jacobs,
considered one of the most feared corporate raiders of the 1980s,
has silently bought at least 11 million shares of Conseco Inc.
stock but states no interest in making a bid for the company or
its consumer finance unit.

EAGLE GEOPHYSICAL: Hearing to Consider Confirmation of Plan
By order dated May 26, 2000, the US Bankruptcy Court for the
District of Delaware approved the First Amended Disclosure
Statement in support of the First Amended Joint Plan of
Reorganization  of Eagle Geophysical, Inc., et al.  On June 28,
2000 at 3:00 PM a hearing will conmmence before the Honorable
Mary F. Walrath, US Bankruptcy Court, District of Delaware, 824
North Market St., 6th Floor, Wilmington, Delaware, to consider
confirmation of the First Amended Joint Plan of Reorganization.  
Objections to the plan must be received on or before 4:00 PM on
June 22, 2000.

JOAN AND DAVID: Closing 12 Stores
In an article in The New York Post on May 26, Joan & David, which
filed for bankruptcy protection under Chapter 11 in March, has
announced closing eight boutiques including the Fifth Avenue
store, both locations in Connecticut and the pair in New Jersey
and are running clearance sales.  Four outlets in California and
Florida are included in the closing.  But, the Madison Avenue
boutique and the shoe store in Bloomingdale's will stay open.

LMI INSURANCE: Declares Insolvency
In an article in The Legal Intelligencer on May 26, LMI Insurance
Co. of Ohio, which had a 'D' rating in 1999 according to Best's
Key Rating Guide, has declared insolvency.  The local office of
the company was in Lawrenceville, N.J, a part of the family of
insurers under the Highlands Insurance Co., based in Texas.

LOEWEN: Motion To Reject Ten Unexpired Leases
The Court has authorized the Debtors to reject,

      (A) Effective as of March 28, 2000, contracts with:

          (1)  Earthman Resthaven Cemetery & Funeral Home
          (2)  Gleason Mortuary
          (3)  Kennedy Morgan
          (4)  Peace Rose
          (5)  Reed-Nichols Brown
          (6)  Ridge Chapel
          (7)  Funeraria Panciera
          (8)  Jennings-Gamble
          (9)  Cardwell & Maloney; and

(B) Effective as of April 14, 2000, its lease with:
(10)  Umphlett Funeral Home

The Court allows Umphletts an extension of the Bar Date to May
24, 2000 to amend or supplement their proofs of claim, to include
claims with respect to the Debtors' maintenance of the premises
under the Umphletts Lease.  (Loewen Bankruptcy News Issue 23;
Bankruptcy Creditors' Services, Inc.)

MEDIQ: MEDIQ/PRN's Senior Lenders Block Interest Payment
MEDIQ Incorporated (OTC Bulletin Board: MDDQP) announced on June
1, 2000 that its wholly owned subsidiary, MEDIQ/PRN Life Support
Services, Inc. will not make its scheduled June 1, 2000 interest
payment of approximately $10.5 million on its 11% Senior
Subordinated Notes Due 2008.  Banque Nationale de Paris, the
agent under the Company's senior credit facility (the "Credit
Agreement"), has delivered a payment blockage notice to the
Company and the indenture trustee of the 11% Senior Subordinated
Notes.  The senior lenders under the Credit Agreement delivered
the notice because of defaults under certain financial, reporting
and other covenants in the Credit Agreement.  The indenture for
the 11% Senior Subordinated Notes prohibits MEDIQ/PRN from paying
principal of and interest on the notes upon the receipt by the
indenture trustee of a payment blockage notice from the lenders
under the Credit Agreement.  This prohibition continues for a
period of up to 179 days after the date of the trustee's receipt
of the notice.

According to Kenneth Kreider, MEDIQ's Chief Financial Officer,
"We have not been able to access revolving credit availability
under the Credit Agreement since we first notified the banks in
late December 1999 that our auditors were concerned with our
treatment of certain balance sheet items and whether they had
received all material information pertinent to the 1999 audit.  
As a result of those issues, significant and persistent financial
under performance and other matters, we are in the process of
terminating, pursuant to contract, our President and Chief
Executive Officer, Tom Carroll.  We also terminated our
Chief Financial Officer, Jay Kaplan in March 2000.  In addition,
we appointed John McNamara, former Chairman, President and Chief
Executive Officer, of AmeriSource Corporation, the fourth largest
drug distributor in the United States, as Chairman and myself as
Chief Financial Officer of the Company on March 16, 2000.  We
also appointed Regis Farrell, former President of HTD
Corporation, an equipment rental and medical-surgical
distribution business acquired by MEDIQ in June 1999, and a
career turnaround executive, as Chief Operating Officer of MEDIQ
on May 15, 2000.  At the conclusion of the Carroll termination
process, the Company expects to appoint Mr. Farrell as President
of the Company."

As it has since late in December 1999, the Company expects to
continue to fund its liquidity needs from operating cash flows
and to maintain all of its existing customer and vendor
commitments.  The Company is currently interviewing investment
banking firms to act as its financial advisor to evaluate its
strategic alternatives.

As MEDIQ has previously reported, unforeseen delays in the
collection and review of information and documents necessary to
complete its year-end audit for the fiscal year ending on
September 30, 1999, have prevented MEDIQ and MEDIQ/PRN
from filing their annual reports on Form 10-K and quarterly
reports for the first and second quarter of fiscal 2000 on a
timely basis.  The Company expects to be in a position in the
near future to file its Form 10-K for the fiscal year ended
September 30, 1999, its Form 10-Q for the fiscal quarter ended
December 31, 1999 and its Form 10-Q for the fiscal quarter ended
March 31, 2000 and restated quarterly reports for each of the
fiscal quarters of fiscal 1999.

MEDIQ/PRN Life Support Services, Inc., a wholly owned subsidiary
of MEDIQ Incorporated, whose Series A Preferred Shares (MDDQP)
are traded on the OTC Bulletin Board, is the largest movable
critical care and life support medical equipment rental business
in the United States with over 100 branches located nationwide.

PENN TRAFFIC: To End Consulting Contract
According to an AP report on May 26, 2000, Penn Traffic Co., paid
$ 4.9 million to end a consulting contract with its former
chairman, Gary D. Hirsch following his announcement of retiring.  
Mr. Hirsch, who retired at the end of January at the age of 50
also ran Hirsch & Fox LLC, a management consultant firm that
provided service to Penn Traffic.

PRIMARY HEALTH SYSTEMS: Order Extends Co-Exclusive Periods
By order entered May 16, 2000, the US Bankruptcy Court for the
District of Delaware extended the Co-Exclusive periods with
respect to filing a proposed plan of liquidation through and
including July 14, 2000, and with respect to the solicitation of
acceptances thereof, the court extended the period through
September 13, 2000.

After reporting significant losses of $ 11.7 million for its
first quarter of 2000, the Baltimore-based, Prime Retails CFO,
Robert P. Mulreaney will step down at the end of June to "pursue
other personal and professional opportunities," according to a
company statement.  Mulreaney started working at the company
since 1994 shortly after Prime Retail's IPO.

PRISON REALTY: Restructuring Moves Forward
An article in The Tennessean on May 26 reports, Nashville-based,
Prison Realty Trust's lenders met recently to discuss amending
the company's $ 1 billion credit line, putting the prison owner a
step closer to its long-awaited restructuring. The company
lenders, which is led by Lehman Brothers Holding Inc., will reach
an agreement in a few weeks.  All of its lenders must agree to
the amendment.

READ RITE: Extension Of Waiver
Read-Rite Corporation (Nasdaq: RDRT) announced that it has
obtained an amendment and extension of the waiver under its bank
credit facility with the financial institutions comprising its
bank group. This agreement extends the company's waiver under the
credit facility through July 26, 2000 if the company's
negotiations with alternative lenders to replace the existing
bank credit facility results in a commitment agreement being
entered into by June 30, 2000. In addition, as a result of this
new waiver, the company reduced the outstanding balance under the
credit facility by $5 million, leaving an outstanding balance of
$42.5 million.  

SERVICE MERCHANDISE: Seeks Court Approval To Sublease Stores
The Tennessean reports on May 26, 2000 that Service Merchandise
Co. Inc. is seeking bankruptcy court approval to sublease a
portion of 19 of its stores to T.J. Maxx-parent TJX Cos., as part
of its first major agreement in a plan to squeeze more value from
its real estate assets.

The retailer is shrinking its stores to roughly half their size
and subleasing the remaining space. The changes are part of
Service Merchandise's plan announced in February to expand its
jewelry lines while getting out of unprofitable categories, such
as toys and electronics.  

The company believes the TJX agreement will produce more value
from its real-estate assets roughly $ 4.5 million in rental
revenue per year initially while also attracting additional
customer traffic to its stores. TJX also will pay taxes,
insurance and other costs.

SINGER COMPANY: Disclosure Statement
The plan of reorganization of The Singer Company NV et al. does
not contemplate the substantive consolidation of any of the
debtors and thus the plan constitutes a separate plan for each
debtor.  Under the plan, intercompany claims held by a debtor or
a non-debtor affiliate of Singer against a debtor generally will
be allowed and treated according to the laws governing such
claims.  For the debtors being reorganized, holders of allowed
general unsecured claims will receive a pro rata distribution of
100% of the New Common Stock to be issued by Reorganized Singer.

Singer Brazil, Singer Turkey and Singer US, together with the
Holding Companies are reorganizing debtors.  The plan
contemplates the creation of a Singer Creditor Trust to
effectuate the provisions of the plan.  

Singer US is the company's principal operating entity in the
United States.  Singer US will be reorganized pursuant to the
plan whereby the holders of Secured Claims will be paid in full
from $4.5 million in cash and the proceeds of the New Singer US
Exit Financing Facility, a $33.5 million credit facility.  As a
result of intercompany claims held by Singer and certain
affiliates against Singer US, Singer and certain affiliates are
collectively estimated to receive approximately 40% of the New
Common Stock of Singer US under the plan.  The company's existing
equity interests in Singer US will be cancelled.  As a result, on
the Effective Date, Singer US will no longer be a wholly owned
subsidiary of Singer, and its future business with Singer will be
based entirely on contractual rights purusnat to the Singer US
License, Distribution and Management Agreement.

The Liquidating Debtors include Singer Furniture, Foreign
Jurisdiction debtors and no asset debtors.

On May 10, 2000, the Bankruptcy Court authorized Singer and the
other debtors to enter into a secured postpetition financing
facility with Singer's principal prepetition lender, The Bank of
Nova Scotia.  The DIP Facility is a $100 million facility which
was used to repay approximately $80 million of prepetition and
existing postpetition indebtedness that was owed by the debtors
to Nova Scotia.  Most of the balance is available to be utilized
by the debtors for working capital and general corporate purposes
during the remainder of the Chapter 11 cases.  The debtors must
repay the DIP Facility to reduce the outstanding indebtedness
thereunder to $55 million.  This will be accomplished primarily
through the sales of non-core assets.

In settlement of all claims with the PBGC, the PBGC will be
granted an allowed claim against each debtor in the amount of $55
million.  PBGC, in full satisfaction for the claim will receive a
pro rata share of the Trust Assets as if the PBGC possessed a
single claim against Singer in the amount of $35 million and the
New Preferred Stock.  PBGC would then own approximately 7% of the
New Common Stock prior to the effect of a conversion of New
Preferred Stock into New Common Stock. The estimated amount of
general unsecured claims against Singer is $476 million.  The
estimated percentage recovery is 17%.

SUNSHINE MINING: Creditors Aid Company
According to an AP report on May 26, 2000, the Sunshine Mining
and Refining Company's due date for its $27 million in Eurobonds
was extended to June 23 by its creditors.  This will give the
company ample amount of time to be able to come up with an
agreement with its bondholders.

SUNTERRA: DCR Downgrades Sunterra to 'DD'
Duff & Phelps Credit Rating Co. (DCR) has lowered its ratings on
Sunterra Corporation's (NYSE: OWN) senior and subordinated notes
to 'DD' (Double-D) from 'CCC' (Triple-C) following the company's
announcement that it and certain of its subsidiaries have filed
Chapter 11 proceedings and obtained a commitment for debtor-in-
possession financing.  This rating action follows DCR's recent
downgrade to 'CCC' (Triple-C) and continuation of Rating Watch--
Down status on May 16, 2000.  The ratings have now been removed
from Rating Watch--Down.

OWN is the largest international owner and manager of vacation
ownership resorts.  For additional research on Sunterra
Corporation, visit DCR's web site at  
Search: Sunterra).  DCR's research is also available on Bloomberg
at DCR, First Call's BondCall Direct/Research Direct at
http://www.firstcall.comand Multex at,as  
well as through other third-party providers.

THE is an entity operating and/or owning 56 facilities in the
state of Texas, primarily involved in the provision of nursing
home services, and HEA is the entity which provides management,
billing and accounting services for each of Texas Health's
individual homes.  Nursing home services are currently provided
for approximately 3,500 residents.  Overall, these homes are
currently operating with a 55% of occupancy.  

The joint plan of reorganization  is filed by both Texas Health
Enterprises, Inc. ("THE")and HEA Management Group, Inc. ("HEA")
Filed and undisputed scheduled claims against Texas Health exceed
$180 million.  Texas Health estimates $40-$65 million of class 5
unsecured claims may ultimately be allowed.  The plan provides
that the various nursing home assets currently operated by THE as
debtor will revest in Reorganized THE on the Effective Date; the
existing common shares will be canceled and HEA Holding
Corporation, a newly created corporation will become the sole
shareholder of Reorganized THE.  The assets of HEA will vest in
HEA Holdings Corporation and each HEA class of claims or
interests shall receive parallel treatment to the THE creditors
of the parallel class.  The precise terms of the recapitalization
are more fully stated in the joint plan.

The joint plan provides that all unsecured creditors of THE and
HEA will have a choice between converting their allowed claims
into either common stock of HEA Holdings at a nominal value of
$10 per share for each $100 of claims, or into a subordinated
cash flow note issued by Reorganized THE in the principal amount
of 10% of such allowed claim payable from free cash flow and from
designated proceeds of liquidation which could generate up to
$3.6 million.  Reorganized THE shall not issue more than $8
million in face amount of Subordinated Cash Flow Notes.  

The debtor will be filing a motion to authorize the increase of
the existing DIP line of credit up to $5 million and to broaden
potential participants in that line.

TOKHEIM CORP: Moody's Lowers Ratings; Outlook Negative
Approximately $430.0 Million of Debt Securities Affected.

New York, May 31, 2000 -- Moody's Investors Service lowered the
rating of Tokheim Corporation's $195 million of senior
subordinated notes to Ca from Caa1, and lowered the ratings of
its $120 million senior secured revolving credit facility and
$120 million senior secured term loan to Caa1 from B2. The senior
implied rating for Tokheim Corporation (Tokheim) has been lowered
to Caa1 from B2 and the senior unsecured issuer rating has been
lowered to Caa2 from B3. The outlook continues to be negative.

The downgrades and continued negative outlook reflect the
protracted damaging impact on Tokheim's cash flow of the steep
decline in demand by the major oil companies (majors) for service
station equipment in the wake of the recent merger and
consolidation activity, weakness in the Euro and certain other
currencies, downturns in POS Sales in the aftermath of the Y2K
push and continued uncertainties regarding the company's ability
to comply with the terms of the bank credit agreement (most
recently amended in December 1999). During the first quarter of
2000, there was an approximate 10% drop in year-over-year
revenues in real terms, after adjusting for the Euro devaluation.
Despite the fact that Tokheim has been able to integrate the
Retail Petroleum Systems (RPS) acquisition from Schlumberger and
to realize cost saving synergies ahead of schedule, the decline
in demand continues to result in lower-than-expected operating
cash flow. Cash flow used by operations for the three months
ended February 29, 2000 was $8 million, versus $1.3 million
during the comparable period of 1999. The company's leverage
remains very high and its cash flow coverage of interest remains
insufficient, particularly in light of its limited availability
under the bank revolving credit. While the company was reportedly
in compliance with the amended first quarter bank financial
covenants, there is uncertainty as to whether several of the
second quarter tests can be met. There is additional concern that
the restricted availability under the bank revolving credit
facility could impair the ability of the company to make its
August 2000 semi-annual senior subordinated note coupon payment.
This, in turn, could negatively impact asset values and
recoveries under a debt restructuring, particularly given the
preponderance of non-domestic assets.

In Moody's opinion, the positive long-term opportunities for
Tokheim remain evident; however, it must weather considerable
demands on cash flow in the near-term in order to be in a
position to realize the expected benefits of its acquisitions and
enhanced competitive strength. While management still considers
the sales slowdown to be temporary, it does not believe that a
significant resumption of demand by the majors will be evident
until the latter part of 2000. The bank group's December 1999
elimination of the requirement for Tokheim to raise $50 million
of new equity to prepay the term loans was a very positive event,
as was the access granted to approximately $6 million of
additional availability under the revolving credit facility. In
return for these and certain other amended terms to the bank
credit agreement, the members of the bank group were granted
warrants to acquire up to an aggregate of 19.9% of the company's
common stock at $3.95 per share, thereby providing the banks with
an even more a significant stake in the final outcome of
Tokheim's current problems. Despite these improvements to
liquidity, Tokheim's operating cash flow may still be
insufficient to comply with certain of the newly-amended
financial covenants. A comprehensive debt restructuring may be
the likely outcome.

Moody's recognizes the progress that Tokheim has made regarding
its integration of RPS, as well as its significant market
position in the industry as one of the three large competitors.
However, the debt incurred to acquire RPS is significant for the
company at a time when the revenue stream is uncertain for
reasons largely out of management's control. The risks for
Tokheim remain high and the situation permits no margin for
error. Given the current uncertainties, Moody's maintains a
negative outlook on the Company.

Tokheim Corporation, headquartered in Fort Wayne, Indiana
manufactures and services electronic and mechanical petroleum
dispensing systems.

VENCOR: Obtains Extension to File Its Plan of Reorganization
Vencor, Inc. announced that the United States Bankruptcy Court
for the District of Delaware (the "Court") has approved the
Company's motion to extend the Company's exclusive right to file
its plan of reorganization through July 18, 2000.

In support of its motion, the Company informed the Court that it
has continued to make progress in the reorganization proceedings.
The Company also noted that it has reached an understanding with
certain of its senior bank lenders, certain holders of the
Company's $300 million 9 7/8% Guaranteed Senior Subordinated
Notes due 2005 and the advisors to the official committee of
unsecured creditors regarding the broad terms of a plan of
reorganization. The Company also has continued to engage in
discussions with Ventas, Inc. (NYSE: VTR) to obtain its support
for a consensual plan of reorganization but is simultaneously
pursuing other alternatives.

The Company also informed the Court that it has continued its
conversations with the Department of Justice regarding a
settlement of the ongoing investigations and the negotiation of
other agreements with the Company.

"We are disappointed that Ventas has attempted to misconstrue the
current negotiations as an effort by various constituencies to
reduce its dividend," said Edward L. Kuntz, chairman, chief
executive officer and president of Vencor. "Our goal from the
outset of the reorganization has been to attain a sustainable
capital structure for Vencor that will be fair to all lenders,
landlords and other creditors and that will enable us to continue
to provide high quality care to those people who cannot take care
of themselves. We remain committed to that goal."

"Unfortunately, the recent public statements by Ventas'
management are counter-productive to our efforts to reach an
appropriate compromise for all parties involved in the
reorganization, including Ventas," Mr. Kuntz said. "These
inflammatory statements against the banks and other financial
institutions, many of which also hold significant stakes in
Ventas, attempt to play on local sentiment rather than address
the issues necessary to reach a consensual plan of

In addition, the Company announced that the Court approved a tax
stipulation agreement between the Company and Ventas (the "Tax
Agreement"). In connection with the spin-off of the Company in
1998, Ventas and the Company entered into a tax allocation
agreement under which Ventas agreed that the Company would be
entitled to any tax refunds associated with its former healthcare
operations. In early February, a federal tax refund in excess of
$26 million was received by Ventas. The Company has asserted that
it is entitled to the refund under several grounds, including the
terms of the existing tax allocation agreement. Accordingly, the
Company demanded that Ventas enter into the Tax Agreement which
provides that refunds of federal, state and local taxes received
by either company on or after September 13, 1999 be held by the
recipient of such refunds in segregated interest bearing
accounts. The Tax Agreement requires notification before either
party can withdraw funds from the segregated accounts.

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court on September 13,

Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.

VERSATECH: In Default To File Annual Financial Statements
The Versatech Group Inc. announced that it is in default to file
with Canadian securities regulators its annual financial
statements and the accompanying auditors' report, its annual
report and its annual information form within 140 days from the
end of its financial year and to send the annual report and
related materials to the registered holders of its securities
within such time. The Company also announced that it expects to
be in default to file with Canadian securities regulators its
quarterly financial statements for the three-month period ended
March 31st, 2000 and to send such financial statements to the
registered holders of its securities within 60 days from the end
of such period.

On May 3, 2000, the Company announced that it had received a
demand from its principal bank, the Canadian Imperial Bank of
Commerce, for payment in full of all indebtedness and liabilities
of the Company and its subsidiaries and related companies to the
Bank. As at April 30, 2000, this indebtedness totalled
$78,491,140, in the aggregate. The Bank indicated that it
intended to enforce its security. Upon receipt of the demand, the
Company commenced negotiations with the Bank.

On May 5, 2000, the Company announced that it obtained an Order
from the Ontario Superior Court of Justice pursuant to the
Companies' Creditors Arrangement Act in respect of the Company
and four of its operating subsidiaries: Apex Metals Inc.,
Versatech Sealing Systems Inc., Versatech Canada Limited and
Tarxien Components Corporation. PricewaterhouseCoopers Inc. was
appointed as Monitor and as Interim Receiver of the Companies
subject to the Order. The Company's subsidiaries, Hi-Craft
Engineering, Inc., and Commonwealth Regal Industries Inc. (49%
interest) are not subject to the Order. The Companies will
continue to carry on their businesses in the ordinary course, and
the Bank will continue to provide credit to the Companies under a
debtor-in-possession facility, while a plan of compromise and
arrangement is developed to be presented to creditors. The Chief
Executive Officer, Mr. Ian Macdonald, and the President and Chief
Operating Officer, Mr. Rob Lee, have resigned as officers of the
Corporation and its affiliates. Mr. Macdonald will continue to
provide advice to the Companies as a consultant, and both Mr.
Macdonald and Mr. Lee will continue as directors of the
Corporation. Mr. Macdonald will remain as Chairman of the Board
of Directors of the Corporation in a non-executive capacity. The
remaining management team at each of the Companies remains in

The Company is in the process of retaining its auditors, KPMG, to
revise its financial statements in light of the application of
certain accounting assumptions which the order gave rise to and
until such time remains unable to issue its year-end results. The
Company expects to be in a position to issue a press release
containing a summary of the annual financial statements for the
year ended December 31, 1999 and of the quarterly financial
statements for the three-month period ended March 31, 2000 by
June 30, 2000 and as soon as possible thereafter, the Company
will finalize its annual report and its information circular for
solicitation of proxies, will file such documents with Canadian
securities regulators and mail them to the registered holders of
its securities.

The Company will disclose promptly any other material information
concerning new developments with respect to its default to file
and send its financial information to security holders and will
issue a new press release within 15 days to keep the market
apprised of its status with respect to such defaults.

The Company intends to file with applicable securities regulators
throughout the period during which it is in default the same
information it provides to its creditors at the times such
information is provided to creditors.

The Company expects that the Ontario Securities Commission will
issue a "Management and Insider Cease Trade Order" which would
prohibit trading in securities of the Company by its senior
officers, directors and significant shareholders. All other
shareholders will be allowed to continue trading in the Company's
securities. The order would be lifted when the Company files the
required financial statements. The Company will disclose promptly
any other material information concerning new developments with
respect to its default to file and send its financial information
to security holders and will issue a new press release every two
weeks to keep the market apprised of its status with respect to
such defaults. If the Company does not remedy its filing default
by July 19, 2000, the Ontario Securities Commission may order a
complete cease-trade of the Company.
The Versatech Group Inc. (TSE: VGI) through its six operating
subsidiaries and a joint venture employs approximately 1,500
employees and manufactures automotive parts for the North
American automotive industry.

DLS Capital Partners, Inc., bond pricing for week of May 29, 2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                       10 - 13 (f)
Advantica 11 1/4 '08                        65 - 67
Asia Pulp & Paper 11 3/4 '05                65 - 67
Conseco 9 '06                               72 - 74
E & S Holdings 10 3/8 '06                   35 - 37
Fruit of the Loom 6 1/2 '03                 51 - 53 (f)
Genesis Health 9 3/4 '05                    13 - 15 (f)
Geneva Steel 11 1/8 '01                     16 - 18 (f)
Globalstar 11 1/4 '04                       31 - 33
GST Telecom 13 7/8 '05                      40 - 43 (f)
Iridium 14 '05                               3 - 3 1/2 (f)
Loewen 7.20 '03                             44 - 46 (f)
Paging Network 10 1/8 '07                   32 - 34 (f)
Pathmark 11 5/8 '02                         22 - 25 (f)
Pillowtex 10 '06                            37 - 39
Revlon 8 5/8 '08                            48 - 50
Rite Aid 6.70 '01                           80 - 82
Service Merchandise 9 '04                    6 - 8 (f)
Trump Atlantic 11 1/4 '06                   72 - 74
TWA 11 3/8 '06                              29 - 31
Vencor 9 7/8 '08                            12 - 14 (f)


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by
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