TCR_Public/000612.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Monday, June 12, 2000, Vol. 4, No. 114

                   Headlines

ANALYTICAL SURVEYS: Firm Considers To Sell
APBNEWS.COM:  Seeks Investors
ARM FINANCIAL: Files Plan of Liquidation
CANADIAN AIRLINES: Loses 22.35% On News Of Intention To Delist
CONSECO: TakeoverTarget.com Re-iterates Recommendation

CONTIMORTGAGE HOME: S&P Lowers Ratings of Loan Trust
CROWN SIMPLIMATIC: Case Summary and 6 Largest Unsecured Creditors
FILENE'S BASEMENT: Chief Executive Retires
FRUIT OF THE LOOM: Examines Ex-CEO's Charitable Donations
GST TELECOM: Says Shareholders May Not Be Paid

HARVARD PILGRIM: Former Employees' Vacation
KAISER GROUP: Case Summary and 20 Largest Unsecured Creditors
KEMPER MILITARY: College Program Finished
LACLEDE STEEL: Decreases Manpower
MBA POULTRY: Plan To Re-Open Tecumseh Plant

MICROBEST: Files For Chapter 11 Bankruptcy Protection
NEW WORLD PASTA: Moody's Lowers Ratings  
NU-KOTE: Reaches Agreement with Lenders
QUALITY VENEER: Closes Plywood Plant
ROBERDS:  Liquidation Violates Protection Laws

SAFELITE GLASS: Case Summary and 20 Largest Unsecured Creditors
SAFELITE GLASS: Files Chapter 11 Petition
SAFETY-KLEEN: Files For Chapter 11 Bankruptcy Protection
SAFETY-KLEEN: Internal Investigation of Accounting Practices
SAFETY-KLEEN: S&P Cuts Ratings To Default

SANDS HOTEL: Unsecured Creditors Favor Icahn
SERVICE MERCHANDISE: Motion To Enhance Employee Retention Program
SOGO CO.: Seeks forgiveness of 9.2B yen in loans
STAGE STORES: Plans to Shut Down 75 to 100 Stores
TOSTEM CORP.: Records group net loss of 14.6B yen

UNITED COMPANIES: Files Plan and Disclosure Statement
WASTE MANAGEMENT: Subsidiary Sells Nuclear Waste Operations

BOND PRICING FOR WEEK OF JUNE 5, 2000

                   *********

ANALYTICAL SURVEYS: Firm Considers To Sell
------------------------------------------
The Indianapolis Star reports on June 3, 2000 that Analytical
Surveys Inc., hired the New York investment firm Brean Murray and
Co. to explore finding a buyer or merger partner.

Analytical Surveys has suffered two class-action lawsuits from
unhappy investors and lay-offs and the outsourcing of work
overseas with its present accounting troubles.  Revenues sliding
downward and a decrease in restated earnings makes the analysts
of the company more optimistic about the possible sale or merger.


APBNEWS.COM: Seeks Investors
----------------------------
APBNews.com, online news company has run out of cash, according
to an AP report on June 5, 2000, and sent home all of its staff.  
Marshal Davidson, CEO of APBNews.com, did not fail to announce
the decision made to the company's 140 employees at a staff
meeting.  A number of employees are still gonna continue working
for a few days as the present negotiations with potential
investors go on.  The company believes that their product is
not bad for investors stopping them in coming on board anytime
now.


ARM FINANCIAL: Files Plan of Liquidation
----------------------------------------
ARM Financial Group, Inc. (ARMGE.OB) ("ARM") announced on June 8,
2000 that it filed a chapter 11 liquidation plan and related
disclosure statement with the United States Bankruptcy Court for
the District of Delaware. The Plan provides for the liquidation
of all of ARM's remaining assets and the distribution of the
liquidation proceeds to its creditors and preferred shareholders.
The Plan provides for, among other things, ARM's cancellation of
all outstanding shares of its common stock and does not provide
for any distribution to common shareholders.  Both the Disclosure
Statement and Plan remain subject to, among other things,
Bankruptcy Court approval.

ARM is a debtor in possession under provisions of chapter 11 of
the U.S. Bankruptcy Code, and has been in the process of winding
down its business and selling its assets since filing a voluntary
petition for relief under chapter 11 of the U.S. Bankruptcy Code
on December 20, 1999.  ARM 's Plan does not provide for any
distribution to common shareholders because the proceeds from the
wind down and liquidation will not be sufficient to enable any
such distribution.

The Bankruptcy Court has scheduled a hearing to approve the
Disclosure Statement for July 5, 2000.


CANADIAN AIRLINES: Loses 22.35% On News Of Intention To Delist
--------------------------------------------------------------
EquityAlert.com, an online trader-exclusive community, provides
free real time news alerts on a wide range of Toronto Stock
Exchange (TSE) stocks.

Among the active issues on Thursday, June 8th, was Canadian
Airlines Corp. (TSE: CA). The Company lost 22.35% after it
announced that it has been advised by The Toronto Stock Exchange
(TSE) that it is the present intention of the TSE to stop trading
and delist the Company's Common Shares and Non-Voting Common
Shares if the Court of Queen's Bench of Alberta issues an order
approving the Plan of Compromise and Arrangement of the Company
and Canadian Airlines International Ltd., under the Companies'
Creditors Arrangement Act.


CONSECO: TakeoverTarget.com Re-iterates Recommendation
------------------------------------------------------
The following is being issued by Breider, Moore & Co. a privately
held, San Francisco based investment banking firm, and sponsor of
TakeoverTarget.com. A member of the National Association of
Securities Dealers, CRD number 1641433:

There is a high probability that the Conseco Finance unit will be
sold by Conseco's annual meeting, which is scheduled for later
this month.  Breider, Moore & Co. believes that the publicly
announced Indication of Interest will lead to a Definitive
Agreement by the June 23 meeting. The terms of the deal
(assumption of inter-company debt + $750MM and the carried
interest in the "new company") should help alleviate current
liquidity situation. This will allow the company to refocus on
their core Insurance business. The subsequent repair and rebuild
of their Insurance operation will lead to a share price in the
low to mid teens over the next few months.

http:/www.TakeoverTarget.com is a free web site for sophisticated
individual investors seeking unbiased, fundamental research on
current rumor or "story" stocks.


CONTIMORTGAGE HOME: S&P Lowers Ratings of Loan Trust
----------------------------------------------------
On June 9, 2000, Standard & Poor's lowered its rating on
ContiMortgage Home Equity Loan Trust's home equity loan pass-
through certificates series 1997-3 classes B-1F to triple-'C'
from single-'B'.

Class B-1F is part of the fixed-rate loan group of this series.
The downgrade affects approximately US$9.450 million of rated
debt.

At the same time, Standard & Poor's affirmed its ratings on the
16 other classes of ContiMortgage Home Equity Loan Trust home
equity loan pass-through certificates series 1997-3 (see list).
The affirmed certificates represent an outstanding principal
balance of approximately US$382.703 million.

The downgrade of class B-1F reflects the continued declining
trend in the levels of excess interest and overcollateralization
needed to cover projected losses. Loss protection has been
stressed by monthly losses that have averaged US$1.6 million a
month for the past 12 months.

In each of the past 12 months, losses have exceeded monthly
excess interest and eroded overcollateralization. This trend is
likely to continue, due to the amount of delinquent and defaulted
loans in the pools. The rating of this certificate class will be
adjusted downward as the erosion of credit support continues.

The affirmations of the triple-'A', double-'A'-plus, single-'A'-
minus and double-'B' ratings are due to either increased or
adequate credit support percentages, which reflect the shifting
interest feature of the senior subordination structure within the
transaction, and the protection provided by overcollateralization
and excess interest.

The overcollateralization targets of both loan groups have been
stepped up as each group has exceeded the loss limit for each
year since issuance. The step-up targets are currently 2.40% and
2.65% of the cutoff date principal balance for the fixed- and
adjustable-rate loan groups, respectively. Based on the current
level of losses, a step-down will not occur in either loan group
until at least July 2001.

In addition, monthly excess interest in one loan group is
available to the other loan group for as long as an
overcollateralization deficit exists, Standard & Poor's said.--
CreditWire

ContiMortgage Home Equity Loan Trust Series 1997-3

OUTSTANDING RATING LOWERED


          Rating

Class   To       From
B-1F    CCC        B

OUTSTANDING RATINGS AFFIRMED

Class                              Rating

A-5, A-6, A-7, A-8, A-9, A-10       AAA
A-11IO                              AAAr
M-1A                                AA+
M-1F                                AA
M-2A, M-2F                          A-
B-1A                                BB


CROWN SIMPLIMATIC: Case Summary and 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crown-Simplimatic Incorporated
        3701 Old Forest Road
        Lynchburg, VA 24506

Petition Date: June 9, 2000     Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02255

Debtor's Counsel: James H.M. Sprayregen
                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Tel:(302) 861-2000

                  Laura Davis Jones
                  Pachulski, Stang, Ziehl, Young & Jones PC
                  919 North Market Street, 16th Floor
                  PO Box 8705
                  Wilmington, DE 19899-8705
                  Tel:(302) 652-4100

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

6 Largest Unsecured Creditors

Bank of America
40 East 52nd Street
2nd Floor
New York, NY 10022
Richard Levenson            Bank Loan          $ 20,954,000

GE Capital Corp
Capital Funding, Inc.
777 Long Ridge Road
Building B, 1st Floor
Stamford, CT 06927
Charles Pignatelli, SVP     Bank Loan          $ 20,175,000

Bank of America
NT8SA Antwerp Branch
Hennjean House
Uitbreidingstraat 180
Box 6
2600 Antwerp BELGUIM
Frans Meen                  Bank Loan           $ 9,700,000

First Union Bank
Wildener Bldg., 4th Flr
1 South Penn Square
Philadelphia, PA 19107
Martin Healy                Bank Loan           $ 9,671,000

Deutsche Financial Services
3225 Cumberland Blvd
Suite 700
Atlanta, GA 30332
Jeff Guldner                Bank Loan           $ 9,671,000

National Bank of Canada
125 West 55th Street, 23rd
Floor
New York, NY 10019
Eileen McGovern             Bank Loan           $ 8,060,000


FILENE'S BASEMENT: Chief Executive Retires
------------------------------------------
Samuel J. Gerson, venerable Filene's Basement Chain's chief
executive, is leaving the company he headed for 16 years.  He
will be succeeded by Alan R. Schlesinger, who most recently
headed Lamonts Apparel Inc. of Kirkland, Wash.


FRUIT OF THE LOOM: Examines Ex-CEO's Charitable Donations
-----------------------------------------
According to reports circulated by Dow Jones Business News on
June 8, 2000, Fruit of the Loom Inc., the company, which filed
for Chapter 11 bankruptcy protection, is seeking bankruptcy court
authorization to conduct discovery under Bankruptcy Rule 2004 of
13 charitable organizations that benefited from donations made by
its former chairman and chief executive, William Farley.

The apparel maker wants to find out whether Farley may have
directed the company to make contributions to charitable
organizations to satisfy his or his family's personal obligations
under pledge agreements.


GST TELECOM: Says Shareholders May Not Be Paid
----------------------------------------------
According to reports circulated in the Dow Jones Business News on
June 7, 2000, GST Telecommunications Inc., which filed for
Chapter 11 bankruptcy protection last month, said current
shareholders are unlikely to recover their investment under any
reorganization or liquidation, and that the interest of both
secured and unsecured creditors may be substantially impaired,
should the planned sale to Time Warner Telecom Inc. be completed.

GST said it would sell most of its assets to Time Warner Telecom,
a Littleton, Colo.-based local phone company, for $450 million.
AT&T Corp., a prospective bidder, is trying to block the sale,
arguing that it needs more time to evaluate the assets and put
together a bid. In addition, Maui-based MBN Communications Inc.
offered to buy GST's assets in Hawaii for $76 million cash. The
bankruptcy court must approve all asset sales.

GST also said that if its assets sale isn't completed or is
substantially delayed, the company will either reorganize its
operations and seek discharge from bankruptcy, or a complete
liquidation will occur.


HARVARD PILGRIM: Former Employees' Vacation
-------------------------------------------
The Providence Journal-Bulletin reports on June3, 2000 that about
340 former employees of Harvard Pilgrim Health Care of New
England will be receiving surprises upon opening their mail.  
Checks amounting to $ 1.5 million were mailed as payment for
unused vacation time.  The former workers had accumulated a
number of vacations that were not spent during their stay in
Rhode Island's failed HMO, Harvard Pilgrim.


KAISER GROUP: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kaiser Group International Inc.
        9300 Lee Highway
        Fairfax, VA 22031-1207

Type of Business: Holding company.

Petition Date: June 9, 2000      Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02263

Debtor's Counsel: Normal L. Pernick
                  Saul, Ewing, Remick & Saul LLP
                  222 Delaware Avenue, Suite 1200
                  Wilmington, De 19801
                  Tel:(302) 421-6876

Total Assets: $  82,426,000
Total Debts:  $ 146,850,000

20 Largest Unsecured Creditors

Boston Safe Deposit & Trust Co.
c/o Mellon Bank, N.A.
Tom Lindgren
Three Mellon Bank Center
Bond Interest Unit, 36th Floor
Pittsburgh, PA 15259         Subordinated Notes
Tel:(412) 236-0609           w/accrued interest
Fax:(412) 236-1139           1/1/00 - 6/9/00        $ 39,107,498

Bear Stearns Securities Corp.
Vincent Marzella
One Metrotechn Center Noerth
45h Floor
Brooklyn, NY 11201-3862      Subordinated Notes
Tel:(212) 272-0302           w/accrued interest
Fax:(212) 272-0316           1/1/00 - 6/9/00        $ 17,720,188

State Street Bank - Trust Custody
Daivd Paldino
225 Franklin Street, M4
Boston, MA 02110             Subordinated Notes
Tel:(617) 654-4915           w/accrued interest
Fax:(617) 654-4690           1/1/00 - 6/9/00        $ 12,477,516

Mellon Bank, N.A.
Tom Lindgren
Three Mellon Bank center
Bond Interest Unit, 36th Floor
Pittsburgh, PA 15259         Subordinated Notes
Tel:(412) 236-0609           w/accrued interest
Fax:(412) 236-1139           1/1/00 - 6/9/00        $ 11,618,894

State Street Bank - Trust Custody
Michael Rufo
1776 Heritage Drive
Global Corporation Action Unit
JBAB 5 NW
North Quincy, MA 02171       Subordinated Notes
Tel:(617) 965-2884           w/accrued interest
Fax:(617) 537-6608           1/1/00 - 6/9/00         $ 9,833,975

Investors Bank & Trust/M.F. Custody
Jo Anne Lowe
Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116             Subordinated Notes
Tel:(617) 330-6562           w/accrued interest
Fax:(617) 330-6549           1/1/00 - 6/9/00         $ 8,432,897

Chase Bank of Texas, N.A.
Debbie Lorenzo
PO Box 2558
Houston, TX 77252-809        Subordinated Notes
Tel:(713) 216-4488           w/accrued interest
Fax:(713) 216-6931           1/1/00 - 6/9/00         $ 6,181,657

State Street Bank Trust
Michael Rufo
1776 Heritage Drive
Global Corporate Action Unit
JBAB 5NW
North Quincy, MA 02171       Subordinated Notes
Tel:(617) 985-2884           w/accrued interest
Fax:(617) 537-6608           1/1/00 - 6/9/00         $ 4,991,006

Deutsche Bank Securities Inc.
Lou Pagnotta
1251 Avenue of the Americas
New York, NY 10020           Subordinated Notes
Tel:(212) 474-4844           w/accrued interest
Fax:(212) 469-4895           1/1/00 - 6/9/00         $ 3,833,135

Kaiser Group International, Inc.
Retirement Plan
c/o The Vanguard Group
100 Vanguard Blvd.
Malvem, PA 19355             Subordinated Notes
Tel: 1-800-662-0 ext.31017   w/accrued interest
Fax:(610) 503-1017           1/1/00 - 6/9/00         $ 2,240,000

Sigler & Co.
Orma Trim
4 New York Plaza, 13th Floor
New York, NY 10004           Subordinated Notes
Tel:(212) 623-6174           w/accrued interest
Fax:(212) 623-4821           1/1/00 - 6/9/00         $ 2,114,833

Full & Co.
c/o State Street Bank
1776 Heritage Drive
North Quincy, MA 02171       Subordinated Notes
Tel:(617) 985-2884           w/accrued interest
Fax:(617) 537-6608           1/1/00 - 6/9/00         $ 2,114,833

Shaw Constructors, Inc.
Randy Gregory, Associate Counsel
8545 United Plaza Boulevard
Baton rouge, LA 70809
Tel:(225) 932-2561
Fax:(225) 932-2650           Settlement Obligation   $ 1,746,000

Firstar Bank, N.A.
Ferdinand Caldwell
777 E. Wisconsin Avenue
Milwaukee, WI 53202          Subordinated Notes
Tel:(414) 765-5135           w/accrued interest
Fax:(414) 765-5320           1/1/00 - 6/9/00         $ 1,586,125

IFTC/State Street Bank
MMichael Rufo
1776 Heritage Drive
Global Corp. Act. Unit JAB 5 NW
No. Quincy, MA 02171         Subordinated Notes
Tel:(617) 985-6453           w/accrued interest
Fax:(617) 537-5004           1/1/00 - 6/9/00         $ 1,533,254

Lewco. Securities
James Johnson
34 Exchange Place, 4th Flr
Jersey City, NJ 07311-3988   Subordinated Notes
Tel:(201) 524-8038           w/accrued interest
Fax:(201) 524-8032           1/1/00 - 6/9/00         $ 1,460,292

Deltec Asset Mgmt Corp.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717           Subordinated Notes
Tel:(631) 254-7400           w/accrued interest
Fax:(631) 254-7618           1/1/00 - 6/9/00         $ 1,251,981

Chase Manhattan Bank
Orma Trim
4 New York Plaza, 13th Flr.
New York, NY 1004            Subordinated Notes
Tel:(212) 623-6174           w/accrued interest
Fax:(212) 623-4821           1/1/00 - 6/9/00         $ 1,163,158

John Hancock Funds
Lee Crockett
101 Huntington Avenue        Subordinated Notes
Boston, MA 02199             w/accrued interest
Tel:(617) 375-6869           1/1/00 - 6/9/00         $ 1,057,416

Dean Witter Reynolds, Inc.
C.J. Manning
5690 West Cypress Street
Tampa, FL 33607              Subordinated Notes
Tel:(813) 288-3413           w/accrued interest
Fax:(813) 289-8168           1/1/00 - 6/9/00           $ 719,043


KEMPER MILITARY: College Program Finished
-----------------------------------------
Kemper Military Academy that filed for bankruptcy reorganization
under Chapter 11 ended its program for junior college in order to
have money freed up for its middle and high school programs.  The
decision by the 156-year-old academy's board of trustees was not
completely a surprise.  The school already had come up
with the decision to stop its junior college football program,
resulting in no new recruits or enrollees for freshmen for this
fall.


LACLEDE STEEL: Decreases Manpower
---------------------------------
According to an article in the St. Louis Post-Dispatch on June 3,
bankrupt Laclede Steel Co. mills in Alton has laid off 200 people
for the company to save money.  After the lay-off that would save
the company between $700,000 to $ 1 million a month, the
company's employment was left with 500 employees.  Laclede Steel
filed for bankruptcy on May 15.


MBA POULTRY: Plan To Re-Open Tecumseh Plant
-------------------------------------------
Officials at MBA Poultry plan to reopen the innovative air-
chilled chicken processing plant Aug. 16, company president Mark
Haskins said Thursday.

Relaunching the plant is good for Tecumseh, the state and an
eight-state region where poultry growers and consumers had a part
in the Smart Chicken product, Haskins said.

An Omaha-based firm managed by former Inacom Corp. executive Bill
Fairfield recently bought the assets of the financially strapped
poultry producer in U.S. Bankruptcy Court. Bird Watchers LLC
purchased the assets for $4.8 million.

Bird Watchers' legal counsel Kevin Siebert said the company might
not continue to operate under the MBA name, but a decision had
not yet been made. Haskins said he will be retained as president
and chief executive officer.

Haskins said the purchase means a restart of operations in
Tecumseh. The Aug. 16 date corresponds with the 70-day poultry
growing cycle.

"As a result of the sale, the operation now has the access to
capital needed to market the "Smart Chicken" product in our core
sales areas," Haskins said.

The plant, which employed nearly 300 people, abruptly closed in
January after equipment problems forced MBA to file for Chapter
11 bankruptcy protection from creditors. MBA promised to reopen,
but had been restructuring its financing plan since filing for
Chapter 11.

Haskins said a survey of 135 former plant employees found 96
percent willing to return to work there.

MBA suffered months of dismal financial reports after it started
producing its air-cooled "Smart Chicken" products in a
refurbished factory in 1998.

The company blamed faulty conveyor belts for curtailing
production and setting back sales.

The "Smart Chicken" production uses an air-chilling process
rather than the traditional method of dumping birds into a large
tank of ice and water. Researchers felt everything within that
bath potentially could get on all the birds and increase the risk
of contamination.

Bird Watchers offered the only bid of $2.3 million on MBA's
equipment and the only combined bid on both the equipment and the
plant's real estate. The Small Business Administration was the
only other bidder on the real estate, offering $1.5 million. That
was the amount it had loaned to MBA, officials said.

The SBA is on a list of four secured creditors who can expect to
be repaid, in part or in full, with proceeds from the auction.

Heading the debt list, as required by law, are MBA's real-estate
property taxes. Also on it are delinquent utility bills owed to
the city of Tecumseh and loans from the American National Bank
and the Money Store, both of Omaha.


MICROBEST: Files For Chapter 11 Bankruptcy Protection
----------------------------------
According to reports circulated in the Dow Jones Business News on
June 6, 2000, Microbest, a cultivator of microbial cultures for
cleaning systems and substances, has filed for Chapter 11
bankruptcy protection in order to protect its shareholders,
vendors, employees and customers from two former insiders who
made a hostile bid for Microbest.


NEW WORLD PASTA: Moody's Lowers Ratings  
---------------------------------------
Moody's Investors Service lowered the ratings of New World Pasta
Company's (New World) $160 million senior subordinated notes, due
2009, to Caa1 from B2, and its $153 million senior secured credit
facility, maturing 2005-2006, to B1 from Ba2. The senior implied
rating is B2, the senior unsecured issuer rating is B3, and the
rating outlook is negative.

The rating action and negative rating outlook reflect Moody's
expectation that the sales and earnings of the company will be
lower than previously anticipated due to significant dry pasta
industry competition, and a decline in consumer consumption of
dry pasta products in the U.S. (caused primarily by low
carbohydrate diets and a strong economy that leads consumers to
eat out more). Moody's expects that New World's revenues and
earnings will continue to be negatively affected by competitive
factors in the intermediate term. The company's sales and
earnings for 2000 are expected by Moody's to be below 1999
levels, leverage is anticipated to be higher and interest
coverage weaker. The ratings also continue to take into account
the company's high financial leverage, its weak balance sheet,
product concentration in pasta, and its reliance on one supplier
of its primary raw material requirements of durum/semolina (while
recognizing the benefits of the relationship with this supplier).

However, the ratings recognize that New World has maintained its
position as the leading retail branded dry pasta producer in the
U.S. (an approximate 26% market share), despite competitive
pressures. The ratings also reflect that in 2000 the company
hired experienced new management and plans to lower costs, to
differentiate products with a consumer focus, and to expand
distribution channels in food service, industrial and private
label customers. The company may also add products complementary
to dry pasta.

The B1 rating of the senior secured credit facility reflects that
in a distress situation Moody's believes that the collateral,
which consists of a first priority security interest in
substantially all tangible and intangible assets and certain
stock, would cover the outstanding loans. The Caa1 rating of the
subordinated notes reflects their contractual subordination to a
substantial amount of senior debt.

New World recently obtained an amendment to its senior credit
facility that waived or revised certain financial covenants
through December 2002, and reduced the revolving credit to $20
million from $50 million. The credit facility is currently
unused. The company is privately owned by Joseph Littlejohn and
Levy (83.4%) and Miller Pasta (10.6%), which acquired the dry
pasta business of Hershey Foods Corporation during the first
quarter of 1999 in a recapitalization. Hershey retained a 6%
interest.

For the quarter ended 4/2/00, EBIT/Interest was low at .8 times,
EBITDA/Interest was 1.3 times, and EBITDA-Capex/ Interest was 1.2
times. Depreciation and amortization, though not significant in
amount, exceeds capital expenditure requirements. For the LTM
ended 4/2/00 leverage was high with Debt/ EBITDA (including one-
time charges) of 6.2 times and Debt/ LTM Sales of 86%. Tangible
assets do not cover total debt; however, the brand names provide
supplemental value.

New World Pasta Company, headquartered in Harrisburg,
Pennsylvania, is a leading manufacturer and distributor of dry
pasta products, including such regional brand names as Ronzoni,
San Giorgio, American Beauty, and Skinner.


NU-KOTE: Reaches Agreement with Lenders
---------------------------------------
Nu-kote Holding, Inc. (OTC Bulletin Board: NKOT) announced on
June 9, 2000 that it has successfully reached an agreement with
its Lenders.  Pursuant to this agreement and the fulfillment of
its terms, the Lenders' involvement and participation in Nu-
kote's Chapter 11 case will end.

The agreement calls for Richmont Capital Partners I, LP, a
merchant banking partnership headquartered in Dallas, Texas, to
acquire the Lenders' interest in Nu-kote.  "I am very pleased
that an agreement has been reached with our Lenders," says Pat
Howard, Nu-kote's CEO.  "We are excited that Nu-kote, with the
support of Richmont, will have the necessary financial means to
reorganize and realize its full potential."

"Nu-kote has successfully met its operational and financial
objectives throughout the Chapter 11 process," says Ron Baiocchi,
Nu-kote's Senior Vice President and General Manager.  "Nu-kote is
committed to consummating a successful plan of reorganization and
continuing its efforts to improve profitability and customer
value."

With the amicable resolution of the claims of Nu-kote's Lenders
now formalized, a new Plan of Reorganization will be filed which
provides for the Company to continue operating as a going concern
with its existing products and its current management team.  As
part of the new plan, it is expected that Nu-kote's existing
stock will be extinguished and Nu-kote's existing stockholders
will receive nothing in respect to their stockholdings.

Nu-kote is America's favorite aftermarket brand of ink jet, fax,
ribbons, copier and laser printer supplies.  With a commitment to
quality, value, innovation and superior service, Nu-kote produces
more than 3,000 products for use in more than 30,000 types of
imaging devices.  Nu-kote is "The Brand of Choice for Quality &
Value."


QUALITY VENEER: Closes Plywood Plant
----------------------------------
Quality Veneer & Lumber Plywood, the county's largest employer,
has announced it is closing its plywood plant on June 16, saying
that the company could not afford to lose more money while
plywood prices were so low.  About 200 workers will be laid off.


ROBERDS:  Liquidation Violates Protection Laws
----------------------------------------------
According to the Dayton Daily News on June 3, attorneys in Ohio
have asked Bankruptcy Court Judge Thomas Waldron to change his
decision allowing Roberds Inc.'s liquidators to include
merchandise not connected with the failed home furnishing
retailer.  The attorneys added they are violating Ohio's
consumer-protection laws by adding outside merchandise in their
liquidation sale.


SAFELITE GLASS: Case Summary and 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Safelite Glass Corp.
        1105 Schrock Road
        Columbus, OH 43229

Type of Business: Primarily engaged in the business of automotive
glass replacement and repair services. In addition, the Debtor
provides claims management and processing services to automobile
insurance companies through fully integrated claims management
and processing arrangements.  The Debtor also operates two
automotive glass manufacturing facilities, through which the
Debtor supplies a substantial amount of its own glass needs, and
operates a wholesale automotive glass business.

Petition Date: June 9, 2000     Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02252

Judge: Mary F. Walrath

Debtor's Counsel: Mark D. Collins
                  Richards, Layont & Finger
                  PO Box 551
                  Wilmington, DE 19899-0551
                  Tel:(302) 651-7531

Total Assets: $ 559,200,000
Total Debts:  $ 591,400,000

20 Largest Unsecured Creditors

State Street Bank & Trust Co.
as Indenture Trustee
Two International Place
Boston, MA 02110                          $ 155,000,000

PPG Industries, Inc.
PO Box 360129M
Pittsburgh, PA 15251-6129                   $ 3,014,875

E.I. DuPont de Nemours & Co.
Raw Materials
PO Box 360708M
Pittsburgh, PA 15250                        $ 1,943,992

Glass Depot/Harmon/Viracon
PO Box 74751
Chicago, IL 60694-4751                      $ 1,933,933

SIKA Corporation
PO Box 413771
Kansas City, MO 64141                       $ 1,824,691

Visteon Automotive Systems
Glass Division - Carlite
PO Box 70386
Chicago, IL 60673                           $ 1,685,494

AFG Industries, Inc.
1400 Lincoln St.
Kingsport, TN 37662
Eddie Lumpkin                               $ 1,042,093

Mygrant Glass Company Inc.
PO Box 45608
San Francisco, CA 94145                       $ 847,423

Creative Extruded Products
1414 Commerce Dr
Tipp City, OH 45371                           $ 626,685

Libbey-Owens-Ford
c/o FNBC-Chicago
7th Floor Mail Room
525 W. Monroe
PO Box 70142
Chicago, IL 60671-0142
LOF-Chicago                                   $ 397,102

PSC Trading TN
PO Box 51400
Los Angeles, CA 90051-6400                    $ 333,071

Conway Integrated Services
PO Box 127
Bedford Park, IL 60499-0127                   $ 324,725

Sommer and Maca Industries Inc.
5501 West Ogden Ave.
Cicero, IL 60804
Attn: Doris                                   $ 253,603

Binswanger Glass
#87/ACI Distribution                          $ 232,495

Autover Corporation                           $ 219,788

Town of Enfield                               $ 216,063

Triumph Auto Glass                            $ 212,392

Auto Glass Specialists, Inc.                  $ 203,214

Cottondale Wood Products                      $ 138,075

Waste Management, Inc.                        $ 123,512

      
SAFELITE GLASS: Files Chapter 11 Petition
-----------------------------------------
Safelite Glass Corp. announced that, as part of a pre-negotiated
plan to restructure its debt, it has filed for protection under
Chapter 11 of the Federal bankruptcy laws in the U.S. Bankruptcy
Court for the District of Delaware.

The company has taken the action as part of its efforts to
reorganize its capital structure and preserve value for its
creditors.  Safelite management has submitted a "pre-negotiated"
reorganization plan, and gained agreement to the plan from over
75% of their banks and bondholders.  The filing is an
administrative action to gain 100% approval from the remaining
bank and bondholder creditors.

"By going to the court with a pre-negotiated plan, we will be
able to move more quickly through the legal process. We expect to
emerge from the process in September as a stronger company," said
John Barlow, Safelite President and CEO.

"This is the final step in the process of reorganizing Safelite
to preserve its value, while ensuring continued quality service
for our customers," Barlow continued.  "We are a profitable
company with sufficient cash flow to fund our operations, and
this filing will help us emerge with a stronger balance sheet by
reducing our debt."

The company said it has taken all actions required to gain
immediate court approval to permit continuation of all Safelite
associate compensation and benefits plans; all customer sales,
support, warranties, and service activities; all insurance
policies; and payment of funds due to suppliers of essential
goods and services.  As a third-party administrator of a number
of insurance glass programs, Safelite has also ensured its
ability to pay independent auto glass shops. The company has also
negotiated credit facilities to assist in funding operations
during the court process.

Safelite has determined it is in the best interest of its
customers and financial stakeholders to seek Chapter 11
protection as a way to quickly finalize its pre-negotiated debt
restructuring plan. The company expects to emerge from protection
in September. "Safelite is proud to be the nation's leading
choice for quality automotive glass repair and replacement
solutions. Our organization's commitment to be the industry
leader has created strong long-term client relationships and high
customer satisfaction ratings that we can all take pride in and
seek to continue and improve upon," continued Barlow.

Additionally, the company plans to move forward with previously
announced strategic initiatives.  Recently, Safelite embarked on
several new initiatives that will propel the company's growth
through 2000: Mobile Pro allows Safelite to have business
presence in smaller markets; Service AutoGlass provides a
wholesale distribution channel for windshield products
manufactured by the company's two manufacturing plants, and
Repair Medics decreases claim severity for Safelite's insurance
clients, while building brand recognition through consumer
marketing.

Additional updates to this story will be filed this afternoon and
thereafter, as more information becomes available.

Founded in 1947, Safelite Glass Corp. operates two manufacturing
facilities, 80 auto glass warehouses, and more than 500
Safelite(R) AutoGlass service centers in 50 states, employing
more than 6,000 associates nationwide.


SAFETY-KLEEN: Files For Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Dow Jones reports on June 9, 2000 that financially-trapped
Safety-Kleen Corp. announced it and 73 of its domestic units
filed voluntary petitions seeking bankruptcy protection "with the
support and cooperation" of senior secured lenders holding claims
of more than $1.6 billion against the company.

The company's filing for protection will not affect its customers
and employees nor will it interrupt the company's normal
operations.  The company's operations in Mexico and Canada aren't
part of the filing.

Safety-Kleen announced it is finalizing arrangements for initial
debtor-in-possession, or DIP, financing from a syndicate of banks
and financial institutions to support operations during the
reorganization process.


SAFETY-KLEEN: Internal Investigation of Accounting Practices
------------------------------------------------------------
According to a June 8, 2000 AP report, regulators, an
environmental group and the leading debt-rating agency in the
U.S. are increasing concerns about the financial health of
Safety-Kleen Corp.

Ailing Safety-Kleen has been conducting an internal investigation
of its accounting practices since March when it suspended three
of its top officers, who later resigned.  The company said its
accounting investigation continues and the U.S. Securities and
Exchange Commission, which has subpoenaed the company for
information, is waiting for the results of that inquiry.

The state Department of Health and Environmental Control last
week asked the state Supreme Court to force Safety-Kleen to make
payments to a state fund designed to make sure there is enough
money to cover future cleanup costs at the company's hazardous
waste landfill in Pinewood.


SAFETY-KLEEN: S&P Cuts Ratings To Default
-----------------------------------------
A leading rating agency on Thursday cut its ratings for Safety-
Kleen Services Inc., a unit of Safety-Kleen Corp., the embattled
No. 1 U.S. industrial waste service company, to "D," or default.

Standard & Poor's cut its ratings on the unit's subordinated debt
from single-C and on its bank loans from double-C, respectively
its lowest and second lowest ratings other than default.

The downgrade came after Columbia, S.C.-based Safety-Kleen said a
$43 million principal and interest payment due under a April 3,
1998 senior credit facility was missed, as was a $15 million
payment due on 9.25 percent senior subordinated notes maturing
June 2008.

S&P said Safety-Kleen Services' subordinated debt and bank loan
obligations were guaranteed by its parent.

In mid-May Safety-Kleen said it would not make a $10.4 million
payment on its senior notes, saying it was prohibited from making
the payment under an agreement with lenders under which it was to
defer certain interest payments until May 30.

Following that announcement, S&P cut Safety-Kleen's corporate
credit and senior unsecured debt ratings to "D."

At the same time, S&P cut the corporate credit rating of
Burlington, Ontario-based transport company Laidlaw Inc. , which
owns 44 percent of Safety-Kleen's shares, to "D."

A competing rating agency, Moody's Investors Service, on March 10
cut its rating on Safety-Kleen Services's credit facility to
Caa1, a low junk grade, and on its senior subordinated notes to
Ca, its second lowest grade.

In Thursday afternoon trading, Safety-Kleen shares traded at
11/16, up 1/16. Its 52-week closing high is 19-1/4, set last July
1. Its 52-week closing low is 5/8, reached in several recent
trading sessions.


SANDS HOTEL: Unsecured Creditors Favor Icahn
--------------------------------------------
Unsecured creditors of bankrupt Sands Hotel & Casino holding
about $6.7 million have favored billionaire Carl Icahn by voting
to endorse his reorganization plan over competing Park Place
Entertainment Corp.  But Park Place is not ready to admit defeat.

U.S. Bankruptcy Judge Judith Wizmur has scheduled a series of
confirmation hearings beginning June 20 to decide whether Icahn
or Park Place will control the casino.


SERVICE MERCHANDISE: Motion To Enhance Employee Retention Program
-----------------------------------------------------------------
The final version of the Employee Retention Program provides
that:

(1) Any severance payment to Tier I, II and III participants will
be payable on the later of (a) 30 calendar days following the
termination of such participants' employment and (b) 5 business
days following Plan confirmation.

(2) Cash distributions to Tier I participants under the Annual
Incentive Plan will be without offsets for prior cash
distributions under the respective employee contracts and will be
determined according to the formula:

           Entitlement x Cash Multiplier = Cash Award

Where Entitlement shall mean the amount based on

(a) the "Target" and "Stretch" benchmarks established by the
Company after consultation with the Creditors' Committee and

(b) the applicable percentage payouts; and
Cash Multiplier shall mean a percentage multiplier that is
equivalent  to 25% at "Target" with 1% increase, up to 100%, for
each $100,000,  or a fraction of incremental "Continuing EBITDAR"
performance that is achieved above "Target" for the 2000 fiscal
year.

(3) The maximum authorized payments for Tier IV and V
participants will be $5,000,000, without prejudice to the
Debtors' right to request for the authorization of additional
payments.

(4) Payment to an employee under the Enhanced Retention Program
shall be deemed an allowed administrative expense.
(Service Merchandise Bankruptcy News Issue 12; Bankruptcy
Creditors' Services Inc.)


SOGO CO.: Seeks forgiveness of 9.2B yen in loans
------------------------------------------------
In a revised restructuring plan filed Wednesday, the Sogo
Co. is asking Industrial Bank of Japan, its main lender, to
forgive 9.2 billion yen more in loans than it would have
under an earlier proposal.

Overall, 73 banks were asked to waive loans totaling 639
billion yen.  Under the new plan, the department store
group seeks to reduce the waiver burden on banks other than
IBJ by an equivalent 9.2 billion yen amount. Debt-for-
equity swaps would lessen the actual loan total to be
forgiven by 7.1 billion yen.

Under the original plan, IBJ was asked to forgive loan
claims against Sogo of just over 180 billion yen,
representing about 94 percent of its unsecured loans to the
group. IBJ agreed to that proposal, and apparently has
decided to accept the newly proposed plan as well. IBJ loan
waivers would total 189.3 billion yen, or 99 percent of its
oustanding unsecured Sogo loans, under the revised plan.

Sogo management had intended to conclude loan negotiations
by the end of May, but a majority of its creditor banks did
not approve the first plan, citing unclear restructuring
strategy and excessive loan waiver amounts. Debt-for-equity
swaps are offered to 71 of the banks, though not to IBJ or
Shinsei Bank (formerly Long-Term Credit Bank of Japan).
Each bank covered by the swap plan would receive 2 million
shares of Sogo stock.


STAGE STORES: Plans to Shut Down 75 to 100 Stores
-----------------------------------------
The Associated Press reports on June 7, 2000 that Stage Stores,
which has more than 600 stores in 33 states might close 75 to 100
stores to cut costs, improve its financial health and emerge from
bankruptcy protection, said interim chief executive Jack Wiesner.


TOSTEM CORP.: Records group net loss of 14.6B yen
-------------------------------------------------
Aluminum sash-maker Tostem Corp. recorded a consolidated
net loss of 14.61 billion Yen for the fiscal year ended
March 31.

By comparison, the company posted a profit of almost 4.7
billion yen the previous year. Tostem cited special losses
totaling 37.4 billion yen from the write-off of a shortfall
in retirement and pension pay assets as a primary cause for
the loss.  Tostem reported a climb in its group sales of 19
percent to 660 billion yen.

Notwithstanding indications of a slowdown of late, the
company said housing starts for the recent term remained
strong, in large part to a government tax incentive for
homebuyers. Additionally, inclusion of sales data of home
center operator Tostem Viva Corp. in its group results
contributed to its sales growth. Operating profits rose 35
percent to 21.4 billion yen, while pretax profits also
gained 43 percent to 21 billion yen.


UNITED COMPANIES: Files Plan and Disclosure Statement
-----------------------------------------------------
United Companies Financial Corporation (OTC: UCFNQ) announced on
June 8, 2000 that it and certain of its subsidiaries filed an
amended plan of reorganization and a disclosure statement in
connection with their chapter 11 cases which are pending
in the United States Bankruptcy Court for the District of
Delaware in Wilmington. The amended plan of reorganization
follows the Company's announcement on May 30, 2000 that it had
entered into definitive purchase agreements with EMC Mortgage
Corporation and EMC Mortgage Acquisition Corp., subsidiaries of
The Bear Stearns Companies, Inc., for the sale of substantially
all of its whole loan portfolio and REO properties, assets
related to its mortgage servicing operations, and its interest
only and residual interests. A hearing in the Bankruptcy Court on
the disclosure statement is scheduled for July 6, 2000.

United Companies is a specialty finance company that services
non-traditional consumer loan products.


WASTE MANAGEMENT: Subsidiary Sells Nuclear Waste Operations
-----------------------------------------------------------
Waste Management, Inc. (NYSE:WMI) announced that its wholly-owned
subsidiary has completed a previously announced transaction to
sell its nuclear waste services operations to GTS Duratek, Inc.
(NASDAQ:DRTK). The transaction generated proceeds of $55 million
at closing and up to an additional $10 million
on the satisfaction of certain post-closing conditions.

The sale of these operations stems from the Company's strategy to
re-focus on its core North American solid waste operations. The
Company intends to use the proceeds from this and the
divestitures of its international and other non-core operations
primarily to reduce debt and make selective tuck-in acquisitions
of solid waste businesses in North America.

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


BOND PRICING FOR WEEK OF JUNE 5, 2000
-------------------------------------
DLS Capital Partners, Inc., bond pricing for week of June 5, 2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                  12 - 15(f)
Advantica 11 1/4 '08                   66 - 68
Asia Pulp & Paper 11 3/4 '05           66 - 68
Conseco 9 '06                          66 - 68
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                15 - 17(f)
GST Telecom 13 7/8 '05                 48 - 52(f)
Iridium 14 '05                          4 - 5(f)
Loewen 7.20 '03                        34 - 36(f)
Paging Network 10 1/8 '07              38 - 42(f)
Pathmark 115/8 '02                     22 - 25(f)
Revlon 8 5/8 '08                       49 - 51
Rite Aid 6.70 '01                      82 - 84
Service Merchandise 9 '04               6 - 8(f)
Trump Atlantic 11 1/4 '06              72 - 74
TWA 11 3/8 '06                         36 - 40
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
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
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