TCR_Public/000606.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, June 6, 2000, Vol. 4, No. 110

                   Headlines

AXIOHM TRANSACTION SOLUTIONS: Emerges from Chapter 11
BUSH LOGISTICS: Seeks Approval For Sale of PTG Logistics
CELOTEX: Business Operations To Get New Owners
CLARIDGE HOTEL: Disclosure Statement Approval in Jeopardy
CLARK MATERIAL: Seeks to Implement Retention and Severance Plan

COSTILLA ENERGY: Reports Louis Dreyfus Bid of $133.25MM
FIRSTPLUS FINANCIAL: Announces Bankruptcy Plan Closing
GST TELECOMMUNICATIONS: AT&T Objects To Bidding Process
GULF STATES STEEL: Hearing on Disclosure Statement
IRIDIUM LLC: IRA Acquisition Group Eyes Bankrupt Company

KAKE TRIBAL: Murkowski's Action Threatens Emergence
LEVITZ: Summary of Second Amended Joint Plan
LOEHMANN'S INC: Amended Disclosure Statement
MC SHIPPING: Reports Loss
MEDICAL RESOURCES: Taps Willkie Farr and Gallagher As Counsel

NORTECH GEOMATICS: Announces Realization on Security by Lenders
PATHMARK STORES: Bondholders Agree To Prepackaged Plan
PINNACLE BRANDS: Hearing to Consider Disclosure Statement
SERVICE MERCHANDISE: Mtoion For New DIP Financing
SIGNAL APPAREL: Delisting of Common Stock (5/30)

STONE & WEBSTER: Files For Bankruptcy Protection
TEXFI INDUSTRIES: Seeks Order Extending Exclusivity
TOSHIBA MACHINE CO.: Suffers 8.7B Yen group net loss
TRI-STATE PLANT: Files for Bankruptcy Protection
VISTA EYECARE: Order Approves Employ of Houlihan Lokey

WASTE MANAGEMENT: To Sell UK Operations to Severn Trent Plc
ZETA CONSUMER: Order Authorizes Employ of Counsel For Committee

Meetings, Conferences and Seminars

                   *********

AXIOHM TRANSACTION SOLUTIONS: Emerges from Chapter 11
-----------------------------------------------------
Axiohm Transaction Solutions, Inc. (OTCBB: AXHMQ) and its U.S.
subsidiaries announced that they have successfully emerged from
Chapter 11.

As previously reported, the United States Bankruptcy Court in
Wilmington, Delaware confirmed the Company's Chapter 11 Plan of
Reorganization on April 27, 2000, after the Plan received
overwhelming support from the Company's creditors and
shareholders. Yesterday, all conditions for consummation of the
Chapter 11 Plan were satisfied, including the closing of the
Company's new $85.5 million credit facility, provided by a
syndicate of lenders led by Lehman Commercial Paper, Inc. The
facility includes a $23 million revolving line of credit. The
Company emerges as a private company with majority ownership now
held by the holders of the Company's previous $120 million of
senior subordinated notes.

The Company's new board appointed Marc Pfefferle as the new CEO.
Mr. Pfefferle, formerly the Senior Managing Director-
Restructuring, joined the Company in December, 1999, shortly
after the Company and U.S subsidiaries filed their Chapter 11
cases. As planned, Nicolas Dourassoff, who remained the CEO and
President of the Company throughout the Chapter 11 process, will
continue as President, reporting to Mr. Pfefferle.

"We are very excited about the future of Axiohm," said Pfefferle.
"Our challenge will be to seize the multitude of opportunities
available to us around the world. With our debt structure
significantly reduced, new liquidity, and on-going cost reduction
initiatives, we will be able to build on our heritage of
innovation and leverage our strong market position with a stream
of highly competitive new products. We are grateful to our
customers, vendors, employees and other stakeholders who
supported us and helped shorten our stay in Chapter 11. We also
want to thank Nicolas Dourassoff for his leadership during the
process. His focus on customer relationships and new markets has
set the stage for enormous opportunities.

Axiohm also announced the relocation of its corporate
headquarters from Blue Bell, Pennsylvania to the Company's
existing manufacturing facility in Ithaca, New York.

The Company also announced the hiring of Jack Canty as the new
Corporate Controller. Mr. Canty, formerly with Coopers & Lybrand,
joins Axiohm from his most recent employer, Gould Pumps, a
division of ITT Industries, Inc.

With sales offices in eight countries, distribution relationships
in 30 countries and seven manufacturing facilities located in
four countries, Axiohm Transaction Solutions, Inc. is among the
largest, non-captive designers, manufacturers and marketers of
transaction printers in the world. Its transaction printers
employ thermal and impact technology and are used to print
documents such as point of sale receipts, gaming tickets, and
other transaction records. Axiohm also designs and manufactures
thermal and impact printer mechanisms, magnetic-stripe and smart-
card readers, and bar code printers. Axiohm sells to
distributors, end users, OEMs and VARs. The Company sales in 1999
were $ 205 million.


BUSH LOGISTICS: Seeks Approval For Sale of PTG Logistics
--------------------------------------------------------
The debtor, Bush Logistics, Inc. seeks court approval for the
sale of the debtor's interest in PTG Logistics, LLC to PTG
Logistics Acquisition LLC.  Pursuant to the Letter of Intent
between the parties, the purchaser will purchase and acquire 100%
of the membership interest in PTG Logistics, which is currently
held by the debtor.  The letter of intent also provides that the
purchaser will assume all of the debtor's debt to Fifth Third
Bank, the balance of which is estimated to be $1,108,970, and to
the Magarian Companies in the amount of $255,979. In addition the
letter of intent provides that the purchaser will, in
consideration for the membership interest, assume other
liabilities of debtor, estimated at $1,512,217.  The cumulative
value of the offer is $2,877,166.

PTG Acquisition is a limited liability company formed by current
employees and officers of PTG Logistics with the purpose of
purchasing the debtor's interest in PTG Logistics.


CELOTEX: Business Operations To Get New Owners
----------------------------------------------
Celotex Corporation, a manufacturer of residential and commercial
building materials, announced that it has accepted an offer for
two of the company's five business operations, which combined
account for approximately 50 percent of the company's revenue.  
In addition, the company also announced that it has entered into
a Letter of Intent and is negotiating a definitive agreement
to sell a third business operation that accounts for about 25
percent of the company's revenue.  The remainder of the company's
operations continues to be marketed to potential buyers.

The transactions include:

*  Ceiling Products and Gypsum Wallboard:  BPB plc (BPB) of the
United Kingdom, the second largest producer of wallboard in the
world and the largest outside the United States, is purchasing
Celotex's ceiling products and gypsum wallboard business
operations.  These operations include 12 manufacturing
facilities and account for approximately 50 percent of Celotex's
overall revenue.  The purchase will allow BPB to expand its U.S.
market by establishing a U.S. operation in gypsum and ceiling
products.  Current BPB North American gypsum operations are part
of Westroc Inc., headquartered in Toronto, Canada.

*  Roofing Products:  The company has signed a Letter of Intent
and is negotiating with CertainTeed Corporation of Valley Forge,
Pa., for the purchase of Celotex's roofing products business
operations, which include five manufacturing facilities,
accounting for about 25 percent of the company's revenue.  
Subject to the execution of a definitive asset purchase
agreement, a sales announcement could be made within a very short
time period.

*  Insulation:  The rigid foam-based insulation and sheathing
business, which includes manufacturing plants and accounts for
about 20 percent of Celotex's operations, is currently being
marketed to a number of potential buyers.

*  Fiberboard:  At present, a buyer is still being sought for
Celotex's fiberboard operations (5 percent of current revenue
with two manufacturing facilities).

The sale of Celotex's various operations culminates a process
that began in November 1999, when Celotex President and Chief
Executive Officer, John P. Borreca, announced that the Trust was
seeking a buyer or buyers for the company.  "When we began the
company sale process last year, our hope was that we could find a
new owner interested in paying full value and acquiring the
entire company," said Borreca.  "As it turns out, after a very
broad and public auction process, the marketplace has told us the
highest value for our company is in the sum of its parts, rather
than in the whole."

Borreca believes the majority of the 2,200 jobs at the company's
24 manufacturing plants and 11 sales offices will be preserved.  
Jobs are at risk, however, for many of the 300 administrative
employees at the Celotex headquarters location in Tampa and the
Technical Research Center in St. Petersburg.  It is unclear at
this time if any Tampa Bay area operations are planned by an
acquiring company.

The announced sales are expected to occur within the next 30 to
45 days, subject to any possible regulatory issues.  Operations
in the Tampa Bay area will continue for up to six months or more.  
This time period depends upon negotiations for the remaining
operations of Celotex, as well as current discussions with the
new owners for continuing administrative support during the
transition period.

Beginning in the late 1970s, while a subsidiary of the Jim Walter
Corporation, Celotex was named in a series of lawsuits regarding
its predecessor Panacon's use of asbestos in some products.  
Celotex was forced to file for protection under Chapter 11
bankruptcy.  In 1997, upon the effective date of the Bankruptcy
Court-approved reorganization plan for the company, ownership of
Celotex was transferred to the Asbestos Settlement Trust, which
today owns 100 percent of Celotex's stock.  "The Trust is no
different than any other owner seeking to maximize the value of
its investment," Borreca said at the time the search for a buyer
was announced.

Celotex Corporation is a major manufacturer of building materials
for domestic and international commercial and residential
markets.  The company manufactures gypsum wallboard, rigid foam
insulation, premium residential asphalt roofing shingles, and
acoustical ceiling and fiberboard products.  In fiscal year 1999,
which ended August 31, 1999, gross sales were approximately $
600 million.  The company employs approximately 2,500 persons and
operates 24 manufacturing facilities located throughout the
United States.


CLARIDGE HOTEL: Disclosure Statement Approval in Jeopardy
---------------------------------------------------------
The debtors, The Claridge Hotel and Casino Corporation and The
Claridge at Park Place, Incorporated, respond to the motion of
the Official Committee of Secured Noteholders to vacate the order
entered by the court on May 9, 2000 which approved the First
Amended Joint Disclosure statement filed by the debtors and to
bar indefinitely solicitation by the debtors of the first amended
joint plan of reorganization.

The debtor states that while the plan gives the noteholders 100%
of the new equity in the Reorganized Claridge, a few minority
noteholders do not want their collateral but instead are trying
to force the debtors to burden the Reorganized Claridge debtors
with more debt that the debtors believe appropriate.  The debtors
state that their plan is straight-forward and simply.  They are
transferring ownership of their assets to the Noteholders in the
form of $15 Million of New Secured Notes and 100% of the New
Common Stock in the Reorganized Corporation.  The new board of
directors following confirmation will have complete and
unfettered discretion to consider these or any other proposal
made to the Reorganized Claridge Debtors.  The debtors claim that
the court should properly reject efforts by the Indenture
Trustee, the Noteholder Committee or any other party-in-interest
to interject chaos, delay and additional cost and expense -- all
of which will harm these debtors and their assets -- by delaying
the already approved plan process and needlessly frustrating
what, on its face, is a clear, fair and imminently confirmable
plan.

The debtors claim that they will continue to explore certain
proposals with the Edelstein Group and Schottenstein Group
regarding a sale of assets, however they wish to proceed to
confirmation of the plan simultaneously.  The debtors state that
holding the plan solicitation process in abeyance will be
prejudicial to the debtors.


CLARK MATERIAL: Seeks to Implement Retention and Severance Plan
---------------------------------------------------------------
The debtors, Clark Material Handling Company, et al. seeks
authority to implement a key employee retention and severance
program.  To date about 10% of the debtors' workforce have left
for other employment opportunities.

The program addresses the debtors' employment relationship with
approximately a total of 187 current employees deemed critical to
the performance of the debtors' businesses.  The employee
retention plan provides incentives to key employees to remain
with the debtors throughout the reorganization process and to
achieve the consummation of a plan of reorganization. Under the
Employee Retention plan, approximately $4.1 million will be
available to be paid upon the earlier of a successful emergence
from Chapter 11 or a sale of the debtors' businesses.  In all
likelihood, however, the total amount paid will e substantially
less that the total, as not all of the key employees will remain
with the debtors.

The employee severance plan provides protection to eligible
employees in the event of job loss without cause. The potential
cost of the program is approximately $8.2 million, but the
debtors anticipate that the key employees will remain CLARK
employees in any reorganization of the debtors.

Pursuant to a phase out of manufacturing operations at the
Lexington Facility, the employee reduction in force plan will
entitle employees terminated in association with the wind down of
operations at the facility to certain severance benefits, with an
approximate $2.3 million cost spread over several months.

The Change of Control Program provides additional protection and
security to selected members of the debtors' senior management.  
The program provides for a severance package to be available to
only Tier I Key Employees if a change of control by acquisition
is accomplished.  The Change in Control Program entails an
approximate cost of $3.4 million, which is approximately equal to
two time the annual base salary, plus bonus of the Tier I Key
Employees.  The Change in control Program provides protection and
security for the Tier I Key Employees to enable them to
successfully and confidently pursue potential sale or acquisition
transactions for the benefit of the estates without fear of the
senior management consequences that typically follow such
transactions.

The Ordinary Course Bonus Plan provides $1.2 million as a bonus
payout to motivate management to achieve performance targets and
reward management for achieving successful performance results on
behalf of the debtors.


COSTILLA ENERGY: Reports Louis Dreyfus Bid of $133.25MM
-------------------------------------------------------
Costilla Energy, Inc. reports that it announced to the U.S.
Bankruptcy Court for the Western District of Texas at the hearing
to approve the sale of the Company's oil and gas assets on
Wednesday, May 31st, that Louis Dreyfus Natural Gas Corp. (NYSE:
LD) was the successful bidder at $133,250,000.  The sale of
Costilla's properties is subject to entry of the order approving
the sale by the Bankruptcy Court.  Costilla Energy, Inc. is an
independent oil and gas company with operations primarily in the
Gulf Coast region of South Texas and the Permian Basin of West
Texas and Southeastern New Mexico.


FIRSTPLUS FINANCIAL: Announces Bankruptcy Plan Closing
------------------------------------------------------
FirstPlus Financial Group, Inc. (OTC Pink Sheets: FPFX) announced
the closing on May 10, 2000 of the bankruptcy plan (the Plan) for
its wholly owned subsidiary, FirstPlus Financial, Inc.  The Plan,
as approved, was initially filed on July 2, 1999 with the United
States Bankruptcy Court, Northern District of Texas, Dallas
Division.

As specified in the Plan, FirstPlus Financial Group, Inc. will
dispose of a substantial portion of its assets and provide the
proceeds to the FirstPlus Financial, Inc. bankruptcy estate (the
Bankruptcy Estate) as part of its settlement with the Bankruptcy
Estate.  The primary assets to be disposed of are owned by
Western Interstate Bancorp (WIB) a wholly owned subsidiary of
FirstPlus Financial Group, Inc.  These assets include contractual
servicing rights for mortgage loans serviced by WIB and an FDIC-
regulated California Loan Company, located in California.  WIB
has entered into a definitive agreement to sell its servicing
rights to Countrywide Home Loans, Inc. subject to certain closing
conditions.  Subsequent to the dispositions described above, the
primary remaining FirstPlus Financial Group, Inc. assets will
reside in FirstPlus Financial, Inc.

The plan provides that FirstPlus Financial Group, Inc. will
retain its ownership of the common stock of FirstPlus Financial,
Inc.; however FirstPlus Financial, Inc. and WIB will be managed
by an independent, court-appointed trustee and the shares may be
placed in a voting trust.  After settlement with its secured and
unsecured creditors, FirstPlus Financial, Inc.'s primary assets
will be its investments in Interest Only Strips.  The investments
in the Interest Only Strips are illiquid and may not produce cash
flow to FirstPlus Financial, Inc. for many years, if ever.

At this time it is unlikely that FirstPlus Financial Group, Inc.
will reconstitute any of its previous business plans such as
originating mortgage loans, servicing mortgage loan portfolios,
or investing in mortgage loan portfolios and Interest Only
Strips.  Additionally, there are no current plans to re-list
FirstPlus Financial Group, Inc.'s common stock with any major
stock exchange.

FirstPlus Financial Group, Inc. is still confronted with
significant issues regarding the viability of the company as a
public entity.  These issues include, but are not limited to, the
shareholder class action, and other litigation, audit and SEC
regulatory compliance issues, and the negotiation of liabilities
and encumbrances at FirstPlus Financial Group, Inc. If each of
these issues can be resolved the company will continue to review
and pursue appropriate business alternatives.


GST TELECOMMUNICATIONS: AT&T Objects To Bidding Process
-------------------------------------------------------
According to an article in The Wall Street Journal on Monday,
June 5, 2000, AT&T Corp. filed a motion with the U.S. Bankruptcy
Court in Delaware objecting to the abbreviated bidding process
for the assets of GST Telecommunications Inc.

AT&T spokesman, David Caouette said,  "AT&T believes that the
bidding process must be longer to allow for adequate and fair
evaluation of these assets. We are looking for a level playing
field for all bidders."

GST, Vancouver, Wash., provides data, Internet and telephone
service throughout the U.S. and has a significant presence in
California and the West. The company filed for protection from
its creditors on May 17 under Chapter 11 of the U.S. Bankruptcy
Code.

Shortly after that filing, Time Warner Telecom Inc. of Greenwood
Village, Colo., bid $450 million for substantially all of GST's
assets, while MBN Communications Inc., of Maui, offered to buy
GST's assets in Hawaii for $76 million.


GULF STATES STEEL: Hearing on Disclosure Statement
--------------------------------------------------
On May 22, 2000, the debtor, Gulf States Steel, Inc. of Alabama
filed a plan of reorganization.  A hearing will be held before
the Honorable James S. Sledge, US Bankruptcy Judge, US Bankruptcy
Court, 60 Broad Street, Gadsen, Alabama on June 23, 2000 at 10:00
AM.

The debtor has been advised by Arthur Andersen with respect to
the value of Reorganized GSS.  The values are as of an assumed
Effective Date of July 1, 2000 and are based upon information
available to and analyses undertaken by Arthur Andersen.  The
value of Reorganized GSS begins with the enterprise value of the
reorganized debtor, or effectively the value available to both
debt and equity interests.  Based upon the foregoing assumptions,
the reorganized enterprise value of Reorganized GSS is based on
advice from Arthur Andersen to be approximately $135 million.  
Based upon the foregoing assumptions, the debtor has assumed an
equity value for Reorganized GSS of approximately $50 million.

A summary of the classification of impaired claims and interests
follows.

Class 2  - Secured claims - $2.083,795.  Each holder of a Class 2
Claim shall receive a term note secured by its pre-petition
collateral bearing interest at the rate of 9% per annum, payable
in 5 years.

Class 3 - Mortgage Note Claims to the extent determined to be
secured claims - $43 million.  Each holder of an allowed Class 3
claim shall receive its pro rata share of the noteholder shares.  
In the event Class 3 and Class 4 vote to accept the plan,
"Noteholder shares" means 5,460,000 shares of Class A New Common
Stock.

Class 4 - General Unsecured claims $186,119,076 - Each holder of
an allowed Class 4 claim shall be entitled to vote to accept or
reject the plan.

In the event the plan is accepted by both Class 3 and Class 4,
the allowed amount of Class 4 claims will be $186,119,076 and
each holder of an allowed Class 4 claim shall receive its prorata
share of the estate shares, which shall be fixed as 1,040,000
shares of New Common Stock.

In the event either Class 3 or Class 4 does not accept the plan,
noteholder shares shall be calculated by taking the Retained
Shares less the Estate Shares as defined in the plan.(Cram-Down
Distribution)

Class 5 - EPA Subordinated Claim $7.9 million - The holder of the
Class 5 plan will receive no property under the plan.


IRIDIUM LLC: IRA Acquisition Group Eyes Bankrupt Company
-----------------------------------------------------------
The Morning Call reports on May 30, 2000 that nine months after
the world's first global satellite telephone and paging system,
Iridium LLC, filed for bankruptcy protection, and two months
after the company announced it was ending commercial service, the
Minneapolis-based consortium IR Acquisition Group offered to buy
the satellite constellation for $ 61 million, a fraction of its
estimated $ 4.5 billion cost.


KAKE TRIBAL: Murkowski's Action Threatens Emergence
---------------------------------------------------
On May 29, 2000, the Anchorage Daily News reports that Alaska
Rep. Don Young has come up with a timber deal to help out Kake
Tribal Corp., the company which filed for bankruptcy protection
last October with debts amounting to $15 million, but a provision
demanded by Alaska Sen. Frank Murkowski to bar foreign export of
the trees could hurt the corporation's hope of a financial
bailout.

The deal would provide Kake Tribal with new lands to log on
Kupreanof Island southeast of Juneau. That much, Kake liked. But
under Murkowski's amendment the trees would have to be locally
processed.  

Sam Jackson, the corporation's president said in a telephone
interview that the idea was good but since the cost of
electricity is so high in Kake, it would be virtually impossible
to attract an industry to process the wood locally.

According to him, processing costs are so high that the tribal
corporation and its 675 shareholders could lose as much as half
of what could be earned selling unprocessed logs to foreign
buyers.

Those earnings are crucial for satisfying Kake's creditors,
because other corporation operations are not huge money raisers.


LEVITZ: Summary of Second Amended Joint Plan
--------------------------------------------
Levitz Furniture Incorporated and its debtor affiliates present
their Second Amended Joint Plan of Reorganization, dated May 25,
2000, to the Court, together with a Disclosure Statement in
support of that plan.  

The Second Amended Plan provides for full payment of all
Administrative Priority Claims, Unsecured Priority Tax Claims,
Other Priority Claims, and Set-Off Claims, and reinstatement of
all secured debt.  Unsecured creditors -- holders of the 13.375%
Senior Notes, the 9.625% Senior Subordinated Notes, the
Senior Deferred Coupon Debentures, trade claims and personal
injury claims -- take the hit.  Holders of existing Levitz stock
take nothing under the Second Amended Plan.  

The Second Amended Plan provides for the creation of a new entity
called Levitz Home Furnishings, Inc.  LHFI will own Levitz and
will own at least 50.1% of Seaman Furniture Company, Inc.  
Ownership of LHFI will be:

67.1% by Unsecured Creditors in compromise of their claims;

22.4% by Resurgence Asset Management for its contribution of the
Seaman Stock; and

10.5% by certain of Levitz' vendors asked to make equity
investments.

Resurgence, the Debtors relate, is a leading global private
investment firm with $1.2 billion under management.  In Levitz
chapter 11 cases, Resurgence purchased more than one-third of
Levitz' senior notes, more than one-half or Levitz' general
unsecured claims, close to 100% of Levitz' Subordinated Bonds
and close to 100% of LFI's Senior Deferred Coupon Debentures.  In
addition, Resurgence supplied over 30% of the DIP Financing and
provides additional credit support for certain of Levitz' trade
obligations.  Further, Resurgence owns a majority stake in
Seaman's.

The Debtors project that the Pro Rata share of the LHFI Stock
Distribution to holders of Unsecured Claims will result in an 84%
recovery on account of those claims.  The Debtors offer 30 cents-
on-the-dollar to holders of claims totaling less than $20,000,
and give creditors holding claims of more than $20,000 the
ability elect a $6,000 cash payment in lieu of stock in LHFI.  In
the event of a liquidation, the Debtors estimate, secured
creditors would recover 82% of their debt claims and unsecured
creditors would take nothing.  

The Second Amended Plan contemplates a substantive consolidation
of the Debtors' estates.  All litigation claims owned by the
Debtors will survive confirmation and may be prosecuted as
Reorganized Levitz sees fit, except preference claims arising
under 11 U.S.C. Sec. 547, which shall be dismissed.  

Two agreements with Seaman -- a Management Agreement and Shared
Services Agreement -- serve as the foundation for the Second
Amended Plan.  

Under the Management Agreement:

* Seaman will perform the general day to day management of
Levitz's 20 stores located on the East Coast in Connecticut,
Delaware, Massachusetts, New Hampshire, New Jersey, New York and
Pennsylvania;

* Levitz will perform the day to day management of its stores on
the West Coast;  

* Extraordinary transactions, including opening or closing East
Coast stores, require Levitz approval;

* For the first year, Seaman will receive $3 million from Levitz,
minus 5% of Seaman Costs under the Management Agreement and the
Shared Services Agreement.  For the second through fifth years,
Seaman shall receive $3.5 million from Levitz minus 5% of those
Seaman Costs, as defined in the agreement.  Levitz shall also pay
Seaman a fee equal to the product of (a) 15% for the third
anniversary; (b) 12% for the fourth anniversary; (c) 10%, for the
fifth anniversary and every year thereafter, multiplied by the
Levitz East Cash Flow, less the fees Seaman receives in those
years.

* Seaman shall generally have a right of first offer for all or
any East Coast Store, that Levitz wishes to sell.  If Seaman
fails to consummate a purchase, Levitz may sell the store for 95%
of the asking price for 120 days.

Under the Shared Services Agreement, Seaman will provide certain
services to Levitz, including: (i) accounting, (ii) finance,
(iii) advertising support, (iv) MIS and telecommunications, (v)
human resources, (vi) insurance, (vii) inventory control and
merchandise loss protection, (viii) real estate, (ix) legal and
(x) logistic support of the merchandise program.  

All transactions between Seaman and Levitz must be on an arm's-
length basis. Seaman will be liable only for its bad fifth,
willful misconduct or gross negligence.  Subject to the above,
the Agreements provide that Seaman may resolve conflicts of
interest in its own best interest.  The Agreements also
provide a cap on Seaman's liabilities.  

These agreements, Levitz is convinced, will provide the Debtors
with cost savings, streamlined operations, and economics of scale
with respect to purchasing inventory.

The Second Amended Plan is predicated on a valuation for LHFI of
between $410 million and $542 million.  The Debtors use the
midpoint of that range, $476 million, for the value of LHFI, of
which $380 million is attributed to new shareholder equity.  In
accordance with Fresh Start Accounting principles under SOP 90-7,
the reorganization value has been allocated to specific tangible
and identifiable intangible assets and liabilities.  The
unallocated portion of the reorganization value -- some $276
million -- is classified as Excess Reorganization Value and will
be amortized from LHFI's balance sheet over a fifteen year
period. (Levitz Bankruptcy News Issue 45; Bankruptcy Creditors'
Services Inc.)


LOEHMANN'S INC: Amended Disclosure Statement
--------------------------------------------
On April 24, 2000, Loehmann's filed its Amended Plan of
Reorganization which sets forth the manner in which claims
against and equity interests in the debtor will be treated.  

Summary of Classification and treatment of pertinent claims and
equity interests under the plan.

DIP Financing Claims - Estimated Claim Amount - $25.8mm - 100%
recovery

Convenience Claims - Impaired - Estimated Claim Amount - $245,000
- Estimated Recovery - 50%

General Unsecured Claims - Impaired - Estimated Claim Amount
$142mm - Estimated Recovery - 53%

Equity Interests - Impaired. No distribution.


MC SHIPPING: Reports Loss
-------------------------
Journal of Commerce reports on May 30, 2000 that MC Shipping Inc.
posted a net loss for the quarter ended March 31 of $4 million,
or 49 cents a share, compared with net income of $1.6 million, or
20 cents a share, in 1999.  

"The company continues to struggle through the vagaries of the
shipping markets," MC Shipping President Guy Morel said.


MEDICAL RESOURCES: Taps Willkie Farr and Gallagher As Counsel
-------------------------------------------------------------
The debtors, Medical Resources, Inc., et al. seek authority to
retain Willkie Farr and Gallagher as counsel to the debtor.  The
debtors will present the Order to the US Bankruptcy Court for the
Southern District of New York on June 2, 2000 together with the
third supplemental affidavit as requested by the court.


NORTECH GEOMATICS: Announces Realization on Security by Lenders
---------------------------------------------------------------
Nortech Geomatics International Inc. (CDNX:NGZ)(Calgary, Alberta)
announced that the Corporation agreed to a voluntary surrender of
certain assets to its Lenders in partial satisfaction of its
obligations to the Lenders.  The surrendered assets comprise a
portion of assets secured by a Loan Agreement previously entered
into with the Lenders.  The Corporation had previously announced
that it had received a demand for payment of the principal of
$650,000 and accrued interest and all costs incurred by the
Lenders in collecting such sums and realizing on their security.  
Nortech has been unable to make satisfactory arrangements for the
orderly repayment of the amounts owed to the Lenders which
prompted the Lenders to commence realization on the assets.  The
surrendered assets represent satisfaction of approximately
$390,000 of indebtedness of approximately $694,600.

Although Nortech Geomatics continues to operate on a very small
scale, it has been unable to generate sufficient cash flow to
clear unsecured creditor accounts.  The Corporation plans to
continue its negotiations with its Lenders and unsecured
creditors in an attempt to reorganize its affairs.

Nortech Geomatics International Inc. is a technology and service
provider focusing on the acquisition, storage, analysis, and
management of geographical referenced data.


PATHMARK STORES: Bondholders Agree To Prepackaged Plan
------------------------------------------------------
According to a report in The Wall Street Journal on Monday, June
5, 2000, Pathmark Stores Inc., Carteret, N.J., said a committee
of bondholders that controls 46% of its bond debt has agreed to a
prepackaged bankruptcy plan for the company. Under the proposed
plan, the closely held supermarket operator said it would convert
the $960 million in bond indebtedness currently held by
bondholders into 100% of the common stock of Pathmark. In
addition, certain bondholders would also receive 10-year warrants
to purchase 15% of the fully diluted common stock of the
reorganized Pathmark. Pathmark said it will seek to obtain the
approval of a majority of the number of its bondholders and at
least two-thirds of the dollar amount of each class of bonds
voting on the prepackaged plan. The voting deadline for the plan
is June 27.


PINNACLE BRANDS: Hearing to Consider Disclosure Statement
---------------------------------------------------------
On May 4, 2000 Pinnacle Brands, Inc. and its debtor affiliates
filed the debtors' and Bank Group's joint consolidated plan of
liquidation.  The debtors intend to present the Disclosure
statement and any changes or modifications thereto for approval
at a hearing before the Honorable Mary F. Walrath beginning at
3:00 PM on June 29, 2000 in the US Bankruptcy Court for the
District of Delaware, marine Midland Plaza, 5th Floor, 824 Market
Street, Wilmington, Delaware 19801.


SERVICE MERCHANDISE: Mtoion For New DIP Financing
-------------------------------------------------
With all objections resolved or overruled, Judge Paine Granted
the Debtors' Motion.  

Under the New DIP Facility, with Fleet Retail Finance Inc. as the
Agent for the Revolving Credit Lenders, the Debtors can borrow up
to $600,000,000 with a sublimit of $150,000,000 with respect to
letters of credit, and can convert the New DIP Facility into a
post-confirmation credit facility (the Exit Facility).

Service Merchandise confirms that, of March 31, 2000, the
aggregate amount due the DIP Lenders was approximately:

       $97,146,000 on account of the Revolving Loans,    
       $99,250,000 on account of the Term Loans, and
       $51,952,000 on account of letters of credit issued,

plus interest, commitment, agent's and other fees, and costs,
charges and expenses.

The Existing DIP Lenders will provide the Lenders and the Agent
with a Pay-Off Letter, and the Debtors will utilize the proceeds
of the first borrowing under the New DIP Facility to retire
obligations to the Existing DIP Lenders. In connection with this,
the Debtors are authorized to grant liens to the Agent and the
Revolving Credit Lenders pursuant to Bankruptcy Code 364(c)(2)
and 364 (c)(3) to secure liabilities.                

Judge Paine makes it clear that the New DIP Financing does not
provide the Agent or the Revolving Credit Lenders with a priming
lien on the mortgages, deeds of trust and deeds pledged by the
Debtors to the indenture trustees.

The New DIP Financing pact continues to provide a carve-out for
professional fees and disbursements, expenses of the Committee
allowed under section 503(b)(3)(F) of the Bankruptcy Code,
quarterly fees to be paid to the U.S. Trustee pursuant to 28
U.S.C section 1930(a)(6) and fees payable to the clerk of the
Bankruptcy Court. The liabilities shall be an allowed
administrative expense item claim with priority under Bankruptcy
Code section 364(c)(1) over all administrative expense claims and
unsecured claims against the Debtor. (Service Merchandise
Bankruptcy News Issue 12; Bankruptcy Creditors' Service Inc.)

SIGNAL APPAREL: Delisting of Common Stock (5/30)
----------------------------------------------
Signal Apparel Company, Inc. (NYSE:SIA) announced that the New
York Stock Exchange (NYSE) has advised the Company that the
timetable for the Company's previously announced plan for the
restructuring of the Company's debt into preferred equity and for
satisfying certain other NYSE conditions will not meet the NYSE's
requirements for the continued listing of the Company's Common
Stock. As a result of this decision, the NYSE has advised the
Company that trading in the Company's Common Stock will be
suspended prior to the opening on June 8, 2000, and an
application will be made to delist the Company's Common Stock.


STONE & WEBSTER: Files For Bankruptcy Protection
------------------------------------------------
The engineering firm of Stone & Webster Inc. and 71 affiliates
filed for chapter 11 protection last Friday in the U.S.
Bankruptcy Court in the District of Delaware, according to
Reuters. The  company listed assets of $917.2 million and debts
of $604.5 million. Earlier on Friday, Jacobs  Engineering Group
Inc. confirmed that it had agreed to buy a substantial amount of
the assets of  the Boston-based company for $150 million in cash
and stock. Jacobs has also agreed to provide Stone & Webster $50
million in debtor-in-possession financing.


TEXFI INDUSTRIES: Seeks Order Extending Exclusivity
---------------------------------------------------
Texfi Industries, Inc., debtor, seeks an order extending the
exclusive period for the debtor to file a plan of reorganization
and to solicit acceptances thereof.  A hearing on the motion will
take place before the Honorable Arthur J. Gonzalez on June 8,
2000 at 10:00 AM at the US Bankruptcy Court for the Southern
District of New York, Alexander Hamilton Custom House, 1 Bowling
Green, New York, NY.

The debtor seeks an extension of the exclusive period to file a
plan until October 12, 2000.  The debtor seeks an extension of
the exclusive period to solicit acceptances until December 11,
2000.

The debtor is seeking to extend exclusivity so that it may
achieve confirmation of a consensus plan. The debtor asserts that
it has made a concerted effort throughout its proceedings to
maintain an open dialog with the principal constituencies, to
cooperate with them and to respond to any concerns that they may
have.


TOSHIBA MACHINE CO.: Suffers 8.7B Yen group net loss
----------------------------------------------------
Toshiba Machine Co. (6104) said Friday its consolidated net
loss worsened to 8.7 billion yen in the year ended March,
compared with a 1.3 billion yen loss the previous year.
Group sales declined 13% at the machine tool manufacturer.

The net loss expanded as the result of an operating loss
stemming from a slump in machine tool orders and an
extraordinary loss of some 8.5 billion yen, including 6.4
billion yen in special retirement bonuses following
restructuring.

Extraordinary profit of some 3.4 billion yen from the sale
of fixed assets failed to shore up the net balance. The
company posted a consolidated operating loss of 1.9 billion
yen, compared with 900 million yen in profit the previous
year. Although its mainstay molding machines division
recorded an operating profit of 2 billion yen, the machine
tool division suffered a 3.8 billion yen loss as sales
dropped more than 30%.

For the current fiscal year, Toshiba Machine expects group
sales to rise 16% to 127 billion yen as the company expects
a significant recovery of demand for injection molding
machinery and semiconductor equipment. The group is
forecast to return to the black with a net profit of 1.2
billion yen.  (Nikkei  03-Jun-2000)


TRI-STATE PLANT: Files for Bankruptcy Protection
------------------------------------------------
On May 30, 2000, The Associated Press reports that Tri-STate
Plant Food Inc., a fertilizer company accused of negligence for
an ammonia leak that sent 33 people to the hospital has filed for
bankruptcy to free itself from the threat of lawsuits while it
reorganizes its finances.


VISTA EYECARE: Order Approves Employ of Houlihan Lokey
------------------------------------------------------
By order of the US Bankruptcy Court, Northern District of
Georgia, Atlanta Division , the Official Committee of Unsecured
Creditors in the Bankruptcy Cases of Vista Eyecare, Inc. is
authorized to employ Houlihan Lokey as its financial advisor.


WASTE MANAGEMENT: To Sell UK Operations to Severn Trent Plc
-----------------------------------------------------------
Waste Management Inc. (NYSE:WMI) announced that its wholly-owned
subsidiary reached an agreement to sell its waste services
operations in the United Kingdom to Severn Trent Plc for
approximately U.S. $570 million.

The Company said it expects the sale to be completed in the third
quarter. The transaction is subject to the approval of regulatory
authorities and other customary conditions.

The operations being divested in this transaction include UK
Waste, one of the largest integrated waste management services
companies in the United Kingdom. UK Waste provides recycling and
solid waste collection, transfer and disposal services in
England, Wales, Scotland and Northern Ireland.

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

Waste Management Inc., based in Houston, is its industry's leader
in providing waste management services. In North America, the
Company operates throughout the United States, and in Canada,
Puerto Rico, and Mexico, serving municipal, commercial,
industrial and residential customers.


ZETA CONSUMER: Order Authorizes Employ of Counsel For Committee
---------------------------------------------------------------
By order entered on May 25, 2000, the Official Committee of
Unsecured Creditors is authorized to employ the law firm of
Ravin, Greenberg & Marks, P.A. as Counsel for the Committee.


Meetings, Conferences and Seminars
----------------------------------
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
         Renaissance Stanford Court
         San Francisco, California
            Contact: 1-800-CLE-NEWS

September 7-8, 2000
   ALI-ABA and The American Law Institute
      Conference on Revised Article 9 of the
      Uniform Commercial Code
         Hilton New York Hotel, 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
         Wyndham Palace Resort, Orlando (Walt Disney
         World), 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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