TCR_Public/000616.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Friday, June 16, 2000, Vol. 4, No. 118

                   Headlines

ACCESS1: Chapter 7 Bankruptcy
ADELPHIA COMMUNICATIONS: Ratings Under Review; Possible Downgrade
AGRIBIOTECH: Seeks Approval of Stipulation
BAPTIST FOUNDATION: Seeks Court Approval to Hire Law Firm
BRAZOS SPORTSWEAR: Seeks Approval of Disclosure Statement

CALECA USA: Hearing on Confirmation of Chapter 11 Plan
CALECA USA: Seeks Extension of Time To Assume/Reject Leases
CONSECO: Charged With Violations of Securities Exchange Act
CONSECO: Execs Pays Stock Loans
CONSECO: Selling Stake in General Motors Building

DIAGNOSTIC HEALTH: Motion To Reject Leases
DYNEX CAPITAL: Announces Settlement of AutoBond Litigation
GOLDEN OCEAN: Frontline Joins Creditors to Terminate Exclusivity
GOLDEN OCEAN: Frontline Opposes Appointment of Examiner
IRIDIUM: Chase Manhattan Sues Partners

KPC GLOBAL CARE: Experiencing Financial Crisis
LOEHMANN'S: Finalizing Exit Financing Facility
MCA FINANCIAL: Tenth Amendment to Financing Order
MMH Holdings: Committee Applies to Retain Financial Advisor
MMH HOLDINGS: Committee Taps Kramer Levin Naftalis & Frankel

MMH HOLDINGS: Committee Taps The Bayard Firm
MOLL INDUSTRIES/AMM HOLDINGS: Moody's Lowers Debt Ratings
NEW AMERICAN: Contract With Cambio Health Solutions
NEXTWAVE TELECOM: Argues Decision By Appeals Court
PENNCORP FINANCIAL: Consummation of Plan and Recapitalization

PHYSICIANS RESOURCE GROUP: Authority To Sell Minority Interests
PIETRAFESA CORP: Case Summary and 20 Largest Unsecured Creditors
PONY EXPRESS: Skynet Holdings Announces Filing Of Bankruptcy
SAFELITE GLASS: First Steps in Restructuring
SAFETY-KLEEN: Court Refuses To Hear Appeal To Keep Landfill Open

SIERRA ROCKIES: Files Plan and Disclosure Statement
STONE & WEBSTER: Officers Named in Shareholder Class Action
US DIGITAL: Directors and Officers Resign; Operations Cease
VENCOR: Extends Maturity of Its DIP Financing

BOND PRICING FOR WEEK OF JUNE 12, 2000

                   *********

ACCESS1: Chapter 7 Bankruptcy
-----------------------------
An article in The San Diego Union-Tribune on June 9, 2000, states
that Access1 was put into Chapter 7 liquidation.  The internet
service provider went into bankruptcy under Chapter 11
reorganization on April 20.  The appointed trustee, James L.
Kennedy says, "There is not enough income to pay operating
expenses". The company may have a party interested in buying its
customer database and domain name.


ADELPHIA COMMUNICATIONS: Ratings Under Review; Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Adelphia
Communications Corporation (Adelphia) and its subsidiaries under
review for possible downgrade. Affected debt instruments and
their ratings include the following: thirteen issues of B1-rated
senior notes and debentures of Adelphia totaling $2.89 billion;
nine issues of B1-rated senior notes of subsidiary Century
Communications totaling $2.324 billion (face value); two issues
of B1-rated senior notes of subsidiary FrontierVision Holdings
totaling $329 million (face value); one issue of B1-rated senior
notes of subsidiary Olympus Communications totaling $200 million;
one issue of B1-rated senior subordinated notes of subsidiary
FrontierVision Operating Partners totaling $200 million; $4.515
billion of Ba2-rated senior bank credit facilities of
subsidiaries Adelphia Cable Partners, Century-TCI California,
Chelsea Communications, FrontierVision Operating Partners,
Parnassos, and UCA; two issues of "b3"-rated preferred stock
totaling $725 million; and the (P)B1/(P)B3/(P)"b3" shelf ratings
for future senior/subordinated/preferred draws under Adelphia's
remaining shelf registration. Moody's noted that it does not
currently rate the recent $2.25 billion of senior bank credit
facilities available to Adelphia's Century Holdings subsidiary,
although it plans to assign one upon completion of its review.
Adelphia's Ba3 senior implied and B1 senior unsecured issuer
ratings were also placed under review for possible downgrade.

The review follows the company's announcement yesterday that it
plans to acquire additional cable assets for $836 million in
cash. Notwithstanding the strategic merits of the transaction,
this latest announcement is additive to Moody's prior concerns
over Adelphia's significant appetite for acquisitions, at high
cash flow multiples, and management's propensity to finance the
same predominantly with debt, at least initially. Additionally,
Moody's again remains concerned about the appropriateness of the
notching of its debt ratings, which effectively delineates the
relative risk of different debt classes based upon structural
subordination and other issues, and suggests that the company may
be reversing course in its efforts to reduce leverage and
simplify the capital structure by removing the complexity
embedded in its corporate structure. Finally, Moody's notes that
the lines between Adelphia and its CLEC subsidiary Adelphia
Business Solutions are becoming increasingly blurred, creating
incremental debt overhang for the core cable company.

Moody's will meet with management prior to concluding its review,
which will focus primarily on the company's anticipated future
operating and financing strategies in the context of the above
referenced concerns.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications is one of the largest domestic cable system
operators with approximately 5.7 million subscribers on a
proforma basis for all announced transactions.


AGRIBIOTECH: Seeks Approval of Stipulation
------------------------------------------
The Oregon ABT Seed Growers filed a motion for order approving a
stipulation between AGriBioTech, Inc., debtor, its unsecured
creditors committee and its lenders regarding delivery, cleaning
and storage of 2000 seed crops.  

In essence the stipulation provides that (1) the debtor will make
its seed processing facilities available to its seed growers for
the delivery, cleaning, bagging and storage of 2000 seed crops;
(2) that by so doing the debtor will not be deemed to have
purchased or accepted delivery for purchase of the crops; (3)
that the growers delivering the crops will be responsible for the
resulting charges; and (4) that neither the lenders nor the
committee will claim that the 2000 crops delivered pursuant to
the stipulation are thereby property of the estate by virtue of
such delivery or that security interest or liens thereby attach
to the crops except liens relating to charges for cleaning,
bagging and storage.  The stipulation further reserves the rights
and positions of all parties with respect to prior years' crops
delivered to the debtor.


BAPTIST FOUNDATION: Seeks Court Approval to Hire Law Firm
------------------------------------------
Baptist Foundation, which filed for Chapter 11 Bankruptcy
Protection in November of last year, together with two committees
of investors, seek the approval of the U.S. Bankruptcy Court to
hire a law firm to sue former foundation officials.

The foundation, which reportedly owes $590 million to 13,000
investors but lists assets of only $240 million also seeks the
approval of the court to hire Dallas lawyer Clifton Jessup as
trustee to oversee the sale of its assets.


BRAZOS SPORTSWEAR: Seeks Approval of Disclosure Statement
---------------------------------------------------------
On May 18, 2000, the debtors filed their Disclosure Statement
with respect to a joint Chapter 11 plan of liquidation of Brazos
Sportswear, Inc. and subsidiaries and Summary Plan and Disclosure
statement with respect to joint Chapter 11 plan of liquidation of
Brazos Sportsweraar, Inc. and subsidiaries.  The hearing to
consider the adequacy of the Disclosure Statements has been set
for June 15, 2000 at 3:00 PM.

The debtors request that the court set August 3, 2000 at 2:00 PM
as the date and time for the commencement of the hearing on
confirmation of the plan.  The debtors request that the court set
4:00 PM on July 21, 2000as the last date and time for filing and
servicing objections to confirmation of the plan.  


CALECA USA: Hearing on Confirmation of Chapter 11 Plan
------------------------------------------------------
The US Bankruptcy Court for the Southern District of New York has
approved the Amended Disclosure Statement dated may 31, 2000
filed by Caleca USA Corp.  A hearing to consider confirmation of
the plan will be held before the Honorable Richard L. Bohanon, US
Bankruptcy Judge on June 12, 2000 at 9:45 AM, One Bowling Green,
New York, NY 10004-1408.


CALECA USA: Seeks Extension of Time To Assume/Reject Leases
-----------------------------------------------------------
A hearing has been scheduled before the Honorable Richard L.
Bohanon, US Bankruptcy Court for the Souhtern District of New
York, on June 28, 2000 at 9:45 AM on the debtor's motion to
extend the debtor's time to assume or reject its non-residential
real property leases.  The debtor seeks an extension through and
including the earlier of confirmation of a plan or August 15,
2000.  The debtors' leases cover the debtors' only showroom in
the United States and the debtor's entire manufacturing and
administrative operations.

Since the filing of its April application, the debtor ahs
continued to increase sales.  The major retailers, such as Bed
Bath & Beyond, Linen & things and Macy's have continued to place
replenishing orders.  In addition, following the April trade
shows, such retailers have begun to place orders for new patterns
to be sold in their stores beginning in the fall.  The debtor has
also continued to remain current in its postpetition lease
obligations.


CONSECO:  Charged With Violations of Securities Exchange Act
------------------------------------------------------------
Conseco and certain of its officers, directors and company
insiders are charged with violations of the Securities Exchange
Act of 1933. This action involves defendants' dissemination of
materially false and misleading statements concerning the
8.7% Trust Originated Preferred Securities SM publicly traded
securities purchased in or traceable to the public offering of
these securities by Conseco and Conseco Financial Trust V which
was completed on or about August 24, 1998; and the 9% Trust
Originated Preferred Securities SM publicly traded securities
purchased in or traceable to the public offering of these
securities by Conseco and Conseco Financial Trust VI which was
completed on or about October 8, 1998.


CONSECO:  Execs Pays Stock Loans
--------------------------------
According to Bestwire on June 9, officials in Conseco Inc. repaid
a total of $5 million of loans through a company program allowing
employees and directors to buy stock.  According to the filing
with the Securities Exchange Commission, this is part of an
overall plan to refinance the loan program.  Conseco refinanced
about $145 million out of $150 million that is due at the end of
May.


CONSECO:  Selling Stake in General Motors Building
--------------------------------------------------
According to The New York Times on June 9, 2000, financially
distressed insurer, Conseco Inc., is selling its stake in the
General Motors Building.  The Carmel, Ind., based Conseco, had
talks with partner, Donald J. Trump and may even look for a buyer
for the entire complex. Two years ago, Conseco and Mr. Trump paid
$800 million for the skyscraper, a 50-story tower that is
situated near the southeast corner of Central Park. Its
considered value today amounts to $2.25 billion.


DIAGNOSTIC HEALTH: Motion To Reject Leases
------------------------------------------
Diagnostic Health Services, Inc. and its various subsidiaries
request that the court enter an order authorizing the debtors to
reject three leases of non-residential real property.

Two of the leases are between Diagnostic Health Services, Inc. as
lessee and R-M Medical Plaza II, LP as lessor. The leased
property is located at 900 West Randolph Mill Road, Arlington,
Texas, Suites 112 and 117.  The third lease is between DHS
Management Services, Inc. and Crescent Real Estate Equities Ltd.
Partnership as lessor.  The real property is approximately 10,900
square feet of office space at 2777 Stemmons Freeway, Dallas,
Texas.  The debtors have made arrangement to relocate their
operations on the leased premises to a new location and therefore
no longer need the real property referenced in the leases for
business purposes.

All of the leases have terms that are burdensome to the debtors
and have no residual value.  The leases are not necessary to the
debtors' reorganization and the debtors state that rejection of
the leases is in the best interests of the debtors, their
creditors, and all other interested parties and should be
approved.


DYNEX CAPITAL: Announces Settlement of AutoBond Litigation
----------------------------------------------------------
Dynex Capital, Inc. (NYSE:DX) reported that it has settled the
litigation relating to AutoBond Acceptance Corporation for a cash
payment of $20 million to AutoBond. As part of the overall
settlement, the Company received a complete release of all claims
from AutoBond, and ownership of the AutoBond subsidiaries that
issued the "funding notes" that were purchased from AutoBond by
the Company. Mr. Thomas H. Potts, President, stated "The
settlement removes the uncertainty raised by the litigation.
Further, with the ownership of the AutoBond subsidiaries that
issued the funding notes, the Company's investment in those
funding notes is not at risk for any actions that AutoBond may
have taken in the future."

The Company also announced that it recently completed the sale of
$46 million in multifamily loans. Mr. Potts stated "This is the
first of three bulk loan sales we have scheduled to close this
month. The proceeds of this sale were used to pay down warehouse
borrowings. To the extent that the other two bulk loan sales are
completed, the Company expects to be able to pay off all its
warehouse borrowings by month end. The Company would still have
short term credit obligations at month end of approximately $50
million pursuant to reverse repurchase agreements and
approximately $80 million related to letters of credit issued on
behalf of the Company which mature on July 31, 2000."

The Company also announced that it continues to receive short-
term waivers and extensions under its various credit facilities.
Mr. Potts stated "We have been able to maintain a good productive
working relationship with our lenders as we make progress on
completing these loan sales."


GOLDEN OCEAN: Frontline Joins Creditors to Terminate Exclusivity
----------------------------------------------------------------
Frontline, Ltd. joins in the motion of the Official Unsecured
Creditors' Committee to terminate exclusivity.  Frontline, the
debtors and the Committee executed a Term Sheet which set for the
the terms and conditions of a joint plan of reorganization for
the debtors.  Bentley has interfered and continues to interfere
with the implementation of the joint term sheet.

Frontline contends that Bentley, through its agents on the
debtors' board of directors has interfered and continues to
interfere with the implementation of the joint term sheet.

According to Frontline, "Bentley's chief goal is to derail the
implement of the joint term sheet so that Bentley can propose a
competing plan of reorganization."

Frontline states that Bentley acquired its stock solely to
manipulate and control the plan process.  Frontline also contends
that it is a virtual certainty that any plan proposed by Bentley
will have stiff opposition and require a cramdown for success.  
Already, the Committee and Frontline (which holds approximately
$78 million of bonds - nearly 1/3 of the unsecured claims)
opposes Bentley.  Accordingly the plan process should be opened
and exclusivity terminated to allow the Committee and Frontline
to pursue their competing joint plan of reorganization.


GOLDEN OCEAN: Frontline Opposes Appointment of Examiner
-------------------------------------------------------
Frontline, Ltd. opposes the motion of Griffin Shipping, Inc. for
entry of an order for the appointment of an Examiner.

According to Frontline, Griffin is dissatisfied with the
treatment of its unsecured claim under the Plan Term Sheet.

Therefore Griffin filed a motion for an examiner the day after
all parties executed the Plan Term Sheet as leverage to enhance
its position in a any plan of reorganization by threatening to
unnecessarily delay the reorganization of these cases.  Frontline
contends that the motion should be denied as  a mere tactic aimed
at delaying the confirmation process and generating a settlement
payment.  There is no other benefit to Griffin to dismissing
these cases or increasing the administrative costs of this estate
because if the cases were dismissed the debtors would return
nothing to unsecured creditors, there is no evidence that any
third party plan proponent or the debtors on a standalone basis
would provide greater value to creditors and the returns under
the plan term sheet are fair and equitable and satisfy the best
interests of creditors.


IRIDIUM: Chase Manhattan Sues Partners
--------------------------------------
Chase Manhattan Bank has sued 17 members of bankrupt satellite
telephone company Iridium LLC for $242.7 million, according to
Reuters. Chase Manhattan claims it was in an obligation when
Iridium defaulted on loan payments last year. In papers filed
Friday in the U.S. District Court in Delaware, Chase Manhattan
alleged the defendants had not met any reserve capital
obligations, which secure the $800 million loan it made in
December 1998 to subsidiary Iridium Operating LLC. Earlier this
month, merchant bank Castle Harlan Inc. told the bankruptcy court
it was interested in paying $50 million, plus five percent equity
interest to creditors, to buy Iridium's assets. At the time,
Iridium attorney William Perlstein testified that "the bid is a
fraction of what the system costs, but substantially higher than
the individual asset bids." He urged the bankruptcy court to
accept the bid as the best available option. The court has
scheduled a hearing for July 31 on the bidding process for the
Iridium assets. Iridium and certain units filed for chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York last August. (ABI 15-June-00)


KPC GLOBAL CARE: Experiencing Financial Crisis
----------------------------------------------
KPC Global Care, a major medical practice once owned by
MedPartners Inc. is losing $2 million a month and nearing
bankruptcy, according to The Associated Press on June 13, 2000.

Dr. Kali Chauduri, who bought most of MedPartners' assets last
year, said his company can stay afloat for only two to four
months without increasing the monthly fees paid by health plans.  
Losses of about $2 million a month have prompted Chauduri since
December to delay reimbursing vendors and medical specialists and
to put off paying some doctors and medical suppliers.


LOEHMANN'S: Finalizing Exit Financing Facility
----------------------------------------------
Loehmann's (Bronx, NY) is reported to be close to signing a
letter of intent for an Exit Facility, while its financial
advisors are in the process of finalizing the deal, according to
a report appearing in this week's edition of F&D Reports'
Scrambled Eggs newsletter.  In the meantime, F&D notes, the
Company is seeking Bankruptcy Court approval for a 45-day
extension of its exclusive period to "sponsor" a Plan of
Reorganization.  The Company has also filed a motion seeking an
extension of the deadline to either accept or reject leases
through the Plan's effective date.  The Company's motions will be
heard at a hearing scheduled for June 27 in Wilmington.


MCA FINANCIAL: Tenth Amendment to Financing Order
-------------------------------------------------
The current Financing Order relates to expenses incurred through
the end of May 2000.  Accordingly, the debtors are seeking
additional funding from the Bank Group.  The debtors have
requested that the Bank Group agree to permit the debtors to use
additional cash collateral so that the debtors can continue to
operate in June, July and August 2000.  According to the budget
attached to the proposed order, it is anticipated that use of
approximately an additional $763,000 of cash collateral would
fund the debtors' operations through approximately the end of
August 2000.


MMH Holdings: Committee Applies to Retain Financial Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of MMH Holdings,
Inc., et al., debtors, seeks approval of the retention of Jeffrey
Chanin and Company LLC as financial advisor to the Official
Committee of Unsecured Creditors.

The Engagement Letter provides for a monthly fee of $75,000 plus
reimbursement of all reasonable costs and expenses.


MMH HOLDINGS: Committee Taps Kramer Levin Naftalis & Frankel
------------------------------------------------------------
The Committee also seeks approval of retention of law firms
Kramer Levin Naftalis & Frankel LLP and The Bayard Firm as co-
counsel to the Committee.

Kramer Levin is expected to render the following legal services:

The administration of these cases and the exercise of oversight
with respect to the debtors' affairs including all issues arising
from or impacting the debtors, the Committee or these Chapter 11
cases;

The preparation on behalf of the Committee of necessary
applications, motions, memoranda, orders, reports and other legal
papers;

Appearances in Court and at statutory meetings of creditors to
represent the interests of the Committee;

The negotiation, formulation, drafting and confirmation of a plan
or plans of reorganization and matters related thereto;

Such investigation, if any, as the Committee may desire
concerning, among other things, the assets, liabilities,
financial condition and operating issues concerning the debtor
that may be e relevant to these cases;

Such communication with the Committee's constituents and others
as the Committee may consider desirable in furtherance of its
responsibilities; and

The performance of all of the Committee's duties and powers under
the Bankruptcy Code and the Bankruptcy /Rules and the performance
of such other services as are in the interests of those
represented by the committee.  

The principal attorneys expected to represent the committee in
this matter and their current hourly rates are: Saul E. Burian
($425 per hour) , David M. Feldman ($320 per hour) and Amy Caton
($230 per hour).


MMH HOLDINGS: Committee Taps The Bayard Firm
--------------------------------------------
The Bayard Firm may be required to render for the Committee the
following services:

Providing legal advice with respect to its powers and duties as
an official committee;

Assisting in the investigation of the acts, conduct, assets,
liabilities, and financial condition of the debtors, the
operation of the debtors' businesses and any other matters
relevant to the case or to the formulation of a plan of
reorganization or liquidation:

Preparing on behalf of the Committee necessary applications,
motions, complaints, answers, order, agreements and other legal
papers;

Reviewing, analyzing and responding to all pleadings filed by the
debtors and appearing in court to present necessary motions,
applications and pleadings and to otherwise protect the interests
of the Committee; and

Performing all other legal services for the he Committee which
may be necessary and proper in these proceedings.

Bayard has advised the Committee that Bayard's hourly rates range
from $300 to $375 per hour for directors, from $175 to $210 per
hour for associates and from $110 to $115 per hour for
paralegals.



MOLL INDUSTRIES/AMM HOLDINGS: Moody's Lowers Debt Ratings
---------------------------------------------------------
Moody's Investors Service lowered the ratings of Moll Industries,
Inc.'s ("Moll") $100 million 11.75% senior unsecured notes, due
2004, to B3 from B1 and lowered the $130 million 10.5% senior
subordinated notes, due 2008, to Caa1 from B3. The senior
unsecured issuer rating is B3. The $68 million 13.5% senior
discount notes, due 2009, issued at the parent holding company,
AMM Holdings, Inc., were lowered to Caa2 from Caa1. Moll's $50
million secured credit facility was lowered to B2 from Ba3. The
senior implied rating was lowered to B2 from B1. All ratings are
on review for possible further downgrade.

The downgrades reflect the company's deteriorating credit profile
as evidenced by its operating performance which has resulted in
tight liquidity and insufficient operating cash flow to support
its high financial leverage and current interest payments. The
company's weak operating margins result from a combination of
lower than expected revenues and margin pressures from
competition.

Moody's review of the company's debt ratings is on-going, and
there is a possibility of further downgrades. Moll has announced
that it has commenced a tender offer to purchase up to $50
million aggregate principal amount of the existing $100 million
senior unsecured notes for cash. Financing terms were not yet
disclosed. Moody's review will focus on the company's ability to
improve profitability and to enhance liquidity.

Moll Industries Inc. is a Tennessee based full service
manufacturer and designer of custom molded and assembled plastic
components for a broad variety of customers and end markets
throughout North America and Europe.


NEW AMERICAN: Contract With Cambio Health Solutions
---------------------------------------------------
By order of the US Bankruptcy Court, Middle District of Tennessee
entered on June 5, 2000, the debtors, New American Healthcare
Corporation et al. are authorized to enter into an executory
contract with Cambio Health Solutions, LLC.  Cambio provides
advisory and consultative services related to operational and
financial aspects of hospital management to the debtors.  The
debtor proposes to continue employing Cambio at its regular and
customary daily and/or hourly rates for services rendered.  
Cambio's current hourly rates range from $80 to $360.  Its
current daily rates range from $640 to $2,880.


NEXTWAVE TELECOM: Argues Decision By Appeals Court
--------------------------------------------------
NextWave Telecom Inc. filed a petition in the Supreme Court to
hear an appeal of a lower court's decision affirming the Federal
Communications Commission's move to revoke the bankrupt company's
wireless licenses and re-auction them, saying that "the decision
... effectively nullifies the jurisdictional and substantive
foundations underlying Congress's carefully crafted bankruptcy
scheme." (Dow Jones Business News; June 13, 2000)


PENNCORP FINANCIAL: Consummation of Plan and Recapitalization
-------------------------------------------------------------
Southwestern Life Holdings, Inc., formerly known as PennCorp
Financial Group, Inc., has announced consummation of its plan of
reorganization and recapitalization.

Pursuant to the plan, the Company cancelled all of PennCorp's
outstanding shares of preferred and common stock and issued a new
class of common stock. The Company has also entered into a new
senior secured revolving credit agreement with ING (U.S.)
Capital, LLC and other lenders.  In connection with the new
credit facility, the Company repaid in their entirety all
outstanding amounts owing under its prior existing senior credit
agreement and its 9.25% senior subordinated notes that were due
2003.

The new board of directors of Southwestern Life Holdings consists
of Bernard Rapoport, Chairman and Chief Executive Officer, John
T. Sharpe, Vice Chairman, James C. Comis III, Larry D. Jaynes,
Robert N. Sheehy, Jr., and Steve R. Johnson.  Mr. Johnson has
been appointed President and Chief Operating Officer of
Southwestern Life Holdings.  In addition, David B. Little, Chief
Administrative Officer, and David A. Commons, Chief Financial
Officer, will serve as Senior Vice Presidents of Southwestern
Life Holdings.

"As the new Southwestern Life Holdings moves forward, we continue
to take great pride in the stability, capitalization and
financial strength of our insurance subsidiaries," Mr. Johnson
said.  "With the reorganization complete, we will continue to
provide the high quality service that both our policyholders and
the field force have come to expect."

The Company has filed an application to trade on the Nasdaq
National Market under the trading symbol "SWLH."  Southwestern
Life Holdings' principal operating subsidiary is Southwestern
Life Insurance Company, headquartered in Dallas, Texas.  
Southwestern markets and underwrites life insurance, annuities,
and long term care throughout the United States.  Another
subsidiary, Security Life and Trust Insurance Company, is
expected to be merged into Southwestern by July.  Upon completion
of this merger, the combined companies will have more than $1.8
billion in assets, 350,000 policyholders, and a field force
exceeding 8,000 agents.


PHYSICIANS RESOURCE GROUP: Authority To Sell Minority Interests
---------------------------------------------------------------
The debtor, Physicians Resource Group, Inc. seeks the court's
approval
of the sale agreement for minoity surgery center interests in
Gramercy to Gramercy - GP and Clear Lake to Clear Lake - GP. The
Seller is PRG Surgery, Inc. and the Buyer is Surgicare of
Gramercy, Inc. and Bay Area Surgicare Center, Inc.

Subject to the provisions of the agreement the consideration to
be paid to PRG Surgery, Inc., seller, is $1,381,338.  A hearing
on the matter is set for June 27, 2000 at 9:15 AM.


PIETRAFESA CORP: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pietrafesa Corporation(The)
        7400 Morgan Road
        Liverpool, NY 13090

Type of Business: Manufacturer and importers of men's apparel for
proprietary and third-party brands.

Petition Date: June 12, 2000       Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02379

Judge: Sue L. Robinson

Debtor's Counsel: Robert S. Brady
                  Young, Conaway, Stargatt & Taylor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel:(302) 571-6690

Total Assets: $ 31,930,000
Total Debts:  $ 29,333,000

20 Largest Unsecured Creditors

Burlington Industries, Inc.
PO Box 75080
Charlotte, NC 28775-5080
Ed Schuster
Tel:(366) 379-2000/3654
Fax:(366) 379-3393               Trade              $ 1,271,064

Peter Lister
551 Madison Avenue
New York, NY 10022               Note                 $ 800,000

Warren Corporation
8 Furnace Ave
Stafford Spring, CT 06076
Luba Maher
Tel:(860) 684-2766
Fax:(732) 398-5232               Trade                $ 673,501

Lanficio Giovanni
Tonella & Figli, SPA
13867 Pray Biellese(BI)
Via Molino
ITALY
39-015-767-121                   Trade                $ 308,434

Windsong, Inc.                   Disputed             $ 225,000

A. Frank & Sons, Inc.            Trade                $ 211,442

Rand International Trading       Trade                $ 209,722

Uorne Pin                        Trade                $ 202,418

Royal Sumalliance
Insurance Co.                    Insurance            $ 189,583

Roberts Sheridan &
Kotel, P.C.                      Services             $ 170,000

Moda Spiga                       Trade                $ 167,875

Tessitura Marco
Pastorelli, SPA                  Trade                $ 161,644

Ace Binding Co. Inc.             Trade                $ 124,981

Packquisition Corp.              Trade                $ 120,531

Ernst & Young                    Services             $ 114,495

M.B. Perform SPA                 Trade                $ 113,496

Merina, A.S.                     Trade                $ 102,226

Kufner Textile Corporation       Trade                $ 100,920

GMAC Financing                   Factor               $ 100,127

Bremen-Bowdon Investment Co.     Contractor            $ 97,897


PONY EXPRESS: Skynet Holdings Announces Filing Of Bankruptcy
------------------------------------------------------------
Skynet Holdings, Inc. (OTC:SKYNE), a provider of customized, same
day, next day, and global time sensitive delivery services
announced today that its wholly owned subsidiary Pony Express
Delivery Services, Inc., has suspended substantially all of its
operations, with the exception of operations in the State of
Florida, and has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta, Georgia.

"We regret this very unfortunate development. However, due to
Pony Express' deteriorating economic position, Skynet Holdings is
no longer able to absorb the ongoing losses experienced by Pony
Express," said Donald L. Harrill, President & CEO of Skynet
Holdings, Inc.

Harrill continued that "although Pony Express will cease domestic
operations with the exception of Florida, worldwide operations of
Skynet Holdings' other subsidiaries continue uninterrupted.
Skynet Holdings' three domestic offices -- offices in England,
Malaysia, and Australia -- and the worldwide delivery network of
more than 1,100 independently owned and operated Skynet Worldwide
express offices in over one hundred countries continue normal
operations."

In a related development, Skynet Holdings also announced that its
wholly owned subsidiary Fleet Acquisition Corp. and Courier
Express, Inc., a wholly owned subsidiary of Pony Express Delivery
Services, Inc., also filed petitions for protection under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Georgia and suspended all operations.

Skynet Holdings, Inc., headquartered in Atlanta, Georgia, is a
full service provider of global transportation delivery services
operating primarily as a domestic regional and international
express courier for time sensitive documents and packages.
Services include time certain deliveries within 24-48 hours of
pickup; next flight out services for same day expedited
deliveries; local ground transport; freight forwarding services;
bulk shipment of mass mailing materials for local distribution;
and global logistics services incorporating the company's
proprietary computerized tracking system. Skynet operates
company-owned SkyNet Worldwide Express offices in England,
Malaysia and Australia. In addition, Skynet provides worldwide
delivery services to its customers through a network of more than
1,100 independently owned and operated "SkyNet Worldwide Express"
offices in over 100 countries.

     
SAFELITE GLASS: First Steps in Restructuring
--------------------------------------------
Safelite Glass Corp. gained approval for the important first
steps in a financial reorganization that will result in a 50
percent plus reduction in the Company's long-term debt.

The Company's first day motions were approved by the court late
today.  These motions included: 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 the company's vendors. As a
third-party administrator of a number of insurance and fleet
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.

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 will allow the
Company to complete their restructuring while continuing with
business as usual.

"We are delighted to see the first day motions approved by the
court," said Safelite President and CEO John Barlow. "This means
that business will continue as usual for our associates, our
vendors, independent shop partners, and our clients and their
customers. Safelite will be able to maintain our traditionally
high levels of service with virtually no disruption."


SAFETY-KLEEN: Court Refuses To Hear Appeal To Keep Landfill Open
----------------------------------------------------------------
The Associated Press reports on June 14, 2000 that financially
troubled Safety-Kleen Corp. can no longer accept hazardous waste
at the site just 1,200 feet from Lake Marion in Sumter County
because the state Supreme Court refused to hear an appeal to keep
a landfill open, but a spokesman said the company would appeal to
the U.S. Supreme Court.

State regulators say the 23-year-old landfill is at capacity. The
company says the landfill has plenty of room left and that lower
court rulings on the dump's capacity are flawed.


SIERRA ROCKIES: Files Plan and Disclosure Statement
---------------------------------------------------
Sierra-Rockies Corporation (OTC: SIRK), announced today that it
has filed its Plan and Disclosure Document in its Chapter 11
Proceeding.  The Plan calls for the company to continue in the
Art Business, however, it intends to move to the Internet as its
primary marketing emphasis.  Daniel Lezak, President of SIRK,
indicated that approximately $6 Million in newly acquired art
would be added to the inventory of the company in addition to
working capital and new management that is familiar with
marketing art on the internet are all part of the Disclosure
Information included in these documents filed with the court.
Lezak also stated that the stock would be reverse split with one
new Unit issued for each 25 existing shares.  The Units will
consist of shares and warrants.  He also indicated that approved
creditors would receive one Unit for each $5 in claims that are
approved by the court.  Finally, Lezak indicated that the Court
and the Creditors must approve the Plan before it can be
implemented and this might require further revisions.


STONE & WEBSTER: Officers Named in Shareholder Class Action
-----------------------------------------------------------
Berman, DeValerio & Pease LLP issues the following
press release:

Two officers of Stone & Webster, Inc., H. Kerner Smith and Thomas
Langford, are named defendants in a shareholder lawsuit filed by
Berman, DeValerio & Pease, LLP (http://www.bergmanesq.com/).The  
case, which alleges violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, was filed on behalf of all
persons and entities who purchased the common stock of Stone &
Webster during the period of April 27, 1999 through and including
April 28, 2000 (the "Class Period") and who suffered losses on
their investments. Since its filing for bankruptcy protection,
the action against Stone & Webster is automatically stayed. The
case involves a manipulation of financial statements in which,
among other acts of deception, defendants knowingly or recklessly
overstated S&W's results of operations, revenues, expenses, net
worth and income for the fiscal year 1999.


US DIGITAL: Directors and Officers Resign; Operations Cease
-----------------------------------------------------------
All of the directors and officers of U.S. Digital Communications,
Inc. (OTC Bulletin Board: USDI) have resigned, effective
immediately.  Presently the company has no employees, officers,
or directors.  The corporation has no assets, no revenues, and no
money to continue in business.  In addition, the corporation does
not have the capability to transact business in the future.


VENCOR: Extends Maturity of Its DIP Financing
---------------------------------------------
Vencor, Inc. (the "Company") announced on June 14, 2000 that it
has agreed with its lenders to amend the Company's debtor-in-
possession financing to extend the maturity until September 30,
2000. The Amendment also revises certain covenants and permits
the Company to file its plan of reorganization through July 18,
2000.

The Company also announced that it has entered into a commitment
letter with certain of the DIP lenders to finance an amended and
restated debtor-in-possession credit agreement in an aggregate
principal amount of $90 million. The Restated DIP would become
effective in the event the Company became involved in a legal
proceeding against Ventas, Inc. (NYSE: VTR) concerning the
transactions in which the Company was spun-off from Ventas or the
master lease agreements executed in connection with the spin-off.
Such a legal proceeding currently would constitute an event of
default under the existing DIP Financing. The Restated DIP would
have a one-year term beginning on its effective date. The
consummation of the Restated DIP is subject to other
customary conditions contained in the Commitment Letter.

As previously disclosed, the Company has reached an understanding
with certain of its senior bank lenders, certain holders of the
Company's $300 million 9 7/8% Guaranteed Senior Subordinated
Notes due 2005 and the advisors to the official committee of
unsecured creditors regarding the broad terms of a plan of
reorganization. The Company also has made substantial progress in
its conversations with the Department of Justice regarding a
settlement of the ongoing investigations. The Company has
continued to engage in discussions with Ventas to obtain its
support for a consensual plan of reorganization. At this
time, only Ventas is in disagreement with the Company over the
terms of a consensual plan of reorganization. While the filing of
a consensual plan of reorganization is the Company's preferred
outcome, the Company believes that it is taking prudent steps in
the event a consensual plan of reorganization with Ventas cannot
be reached.

The DIP Financing and existing cash flows will be used to fund
the Company's operations during its restructuring. As of June 13,
2000, the Company had no outstanding borrowings under the DIP
Financing.

The United States Bankruptcy Court for the District of Delaware
(the "Court") must approve the Amendment and the Commitment
Letter. The hearing on this motion is scheduled for June 29,
2000.

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court on September 13,
1999.

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

BOND PRICING FOR WEEK OF JUNE 12, 2000
======================================
DLS Capital Partners, Inc., bond pricing for week of June 12,
2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                    13 - 15(f)
Advantica 11 1/4 '08                     65 - 67
Asia Pulp & Paper 11 3/4 '05             70 - 72
Conseco 9 '06                            71 - 73
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                   52 - 54(f)
Iridium 14 '05                            4 - 5(f)
Loewen 7.20 '03                          34 - 36(f)
Paging Network 10 1/8 '07                39 - 41(f)
Pathmark 11 5/8 '02                      22 - 24(f)
Revlon 8 5/8 '08                         48 - 50
Rite Aid 6.70 '01                        82 - 84
Service Merchandise 9 '04                 6 - 8(f)
Trump Atlantic 11 1/4 '06                70- 72
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.

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