TCR_Public/000620.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 20, 2000, Vol. 4, No. 120

                   Headlines

AHERF: To Pay Creditors a Fraction of the Debt
AMTRAK: Needs $9.1 Billion Capital Investments Through 2015
ARM FINANCIAL: Hearing to Considers Disclosure Statement
BOSTON MARKET: McDonald's May Close Boston Chain
CAREMARK RX INC: Court Approves Class Action Settlement

CARROLLTON GRAPHICS: Order Approves Disclosure Statement
CENTENNIAL COAL: Seeks Order Approving Settlement Agreement
CITY BREWING: Financial Troubles Eminent
CONSUMER PORTFOLIO SERVICES: Annual Meeting Set For July 12, 2000
CUMULUS MEDIA: Moody's Revises Ratings; Outlook To Negative

DAI-ICHI HOTEL ENTERPRISE: Applies for liquidation
DATAPOINT: Sale of European Operations; Name Change to DynaCore
DEVLIEG BULLARD: Seeks Authority To Sell Substantially All Assets
FLOORING AMERICA: Moody's Lowers Sub Notes To C After Filing
HAZAMA CORP.: Records 19.8B yen group net loss

HOMEMAKER INDUSTRIES: Mass. Company Owns Majority Stake
INACOM CORP: Files For Bankruptcy, Plans To Cut 6,000 Workers
INACOM: MicroAge Offers Rapid Transition Services
INTEGRATED HEALTH: Motion For Extension of Exclusive Periods
JUST FOR FEET: Former Shareholders File Suit

MASTER GRAPHICS: Company Names CEO
MAXICARE HEALTH: Annual Meeting Set For September 14, 2000
MONTGOMERY WARD: Motion To Establish Distribution Trust
MOUNTAIN HEIGHTS:  Files Chapter 11 Petition
NIIGATA ENGINEERING: Posts 38B yen group loss

NUMBER NINE VISUAL: Order Approving Disclosure Statement
OMNA MEDICAL: Court Approves Committee Counsel
PENNCORP FINANCIAL: Entry of Order Confirming Plan
PETSEC: Agreement To Sell Petsec Energy Inc.
SAFETY-KLEEN: Finalizes Initial DIP Financing

SAFETY-KLEEN: Organizational Meeting To Form Committees
SATO KOGYO CO.: Posts sixth straight group net loss  
SILICON GAMING: Extends Expiration Date of Exchange Offer
TEXAS HEALTH ENTERPRISES: Hearing on Disclosure Statement
UNITED COMPANIES: Reports Purchase Agreements to SEC

VENCOR: Agrees To Amend DIP Financing
VENCOR: Extension of Exclusivity
VISTA EYECARE: Taps McDonald Investments

Meetings, Conferences and Seminars

                   *********


AHERF: To Pay Creditors a Fraction of the Debt
----------------------------------------------
According to an AP report on June 13, 2000, troubled Allegheny
Health, Education and Research Foundation will pay some of its
major creditors a fraction of the amount they owe.  William
Scharffenberger, appointed trustee, represents the defunct health
system, filed for bankruptcy protection from its creditors under
Chapter 11 almost two years now.  The plan to settle some of
7,000 claims, including those that amounts to more than $ 300
million belongs to three major creditors, has to be approved by
a judge in a U.S. Bankruptcy Court.


AMTRAK: Needs $9.1 Billion Capital Investments Through 2015
-----------------------------------------------------------
Congress's investigative and auditing arm is expected to release
a report that Amtrak faces capital-investment needs of about $9.1
billion through 2015, and that it has failed to develop measures
of labor productivity for its different lines of business and a
multiyear capital plan.  Amtrak "has had, and continues to have,
difficulty in controlling its costs and meeting its capital-
investment needs," according to the report.

Amtrak is required by Congress to become operationally self-
sufficient by fiscal year 2003, though it would still need
capital funds for infrastructure and equipment after that.  
Should the company fails to meet the goal, it could face
restructuring or liquidation. (Wall Street Journal 19-Jun-00)


ARM FINANCIAL: Hearing to Considers Disclosure Statement
--------------------------------------------------------
The debtors intend to present the Disclosure Statement and any
changes or modifications thereto for approval at a hearing before
the Honorable Peter J. Walsh beginning at 2:30 PM on July 5, 2000
in the US Bankruptcy Court for the District of Delaware, Marine
Midland Plaza, 5th Floor, 824 Market Street, Wilmington, DE.  No
objections received after July 3, 2000 will be heard or
considered by the court.


BOSTON MARKET: McDonald's May Close Boston Chain
------------------------------------------------
According to Crain's Chicago Business on June 12,2000, McDonald's
suggested that the company will downsize, or perhaps shut down,
the Boston Market chain.  McDonald's acquired the Boston Market
for $ 176.1 million which was completed late May.  Others wrongly
thought that McDonald's would recycle all of Boston Market's
locations. Analysts thinks about 500 out of 850 units will be
retained.


CAREMARK RX INC: Court Approves Class Action Settlement
-------------------------------------------------------
The Circuit Court of Franklin County, Alabama has entered a Final
Order approving Caremark Rx Inc.'s previously announced class
action settlement between the company and the remaining holders
of the company's Threshold Appreciation Price Securities
("TAPS"). Circuit Judge John D. Jolly entered a final order
confirming approval of the settlement over the objections of some
TAPS holders.

The fairness hearing on the settlement of the class action was
held on May 30 and 31, 2000. At the conclusion of the hearing,
some objecting TAPS holders filed an appeal with the Supreme
Court of Alabama before final orders were entered on the motions
filed by the objectors and before the Circuit Court ruled on the
motion for final approval of the settlement. The company filed a
motion to dismiss this appeal on June 2, 2000. The Supreme Court
of Alabama granted the motion late Wednesday.

Following the Circuit Court's certification of a no opt out class
on March 29, 2000, and following the Court's order giving
preliminary approval of the settlement on April 10, 2000, the
group of TAPS holders who filed the appeal with the Supreme Court
of Alabama had filed a separate suit in the Supreme Court of the
State of New York on April 11, 2000, making the same basic
allegations as had been previously made. This suit has been
stayed by the Supreme Court of the State of New York pending
action by the Circuit Court of Franklin County, Alabama.

"The orders of the court are a very positive step toward final
resolution of this matter. While it is possible that certain TAPS
holders will pursue any appellate rights they may have, the
company's position is that the courts have spoken and that the
final order approving the class action settlement should stand,"
said Mac Crawford, Chairman and Chief Executive Officer of
Caremark Rx.

For full text of Judge Jolly's final order access
http://www.sec.gov/cgi-bin/srch-edgar?0000950144-00-007784 on  
the Internet, free of charge.


CARROLLTON GRAPHICS: Order Approves Disclosure Statement
--------------------------------------------------------
By order entered on June 2, 2000, the Disclosure Statement of
Carrollton Graphics, Inc. was approved.  A hearing shall be held
before the Honorable Joseph J. Farnan, Jr., chief Judge, United
States District Court for the District of Delaware, US
Courthouse, 6th Floor, Courtroom 6A, 844 King Street, Wilmington,
DE on July 27, 2000 at 2:00 PM to consider confirmation of the
plan.

The plan shall be funded from cash consisting of a $50,000
contribution from IBJ to be paid to the Committee upon payment of
the first installment of the Annual Payment in calendar year 2002
to IBJ from Graphic Planet, Ltd. in connection with the sale of
the assets to Graphic Planet, if Graphic Planet is required to
make such payment under the Agreement, a $50,000 cash
contribution from the Buyer, proceeds from commencement of
preference actions, and the Equity Interest.  The debtor
estimates that the total approximate amount of $100,000 to
$350,000 shall be available under the plan for distribution to
creditors.  The debtor believes that Class 3 claims total
approximately $14 million including the Undersecured Claim of IBJ
in the total amount of $6 million dollars and the Unsecured
claims of Mellon Ventures and DSI in the total approximate amount
of $4 million dollars and $266,400 respectively.


CENTENNIAL COAL: Seeks Order Approving Settlement Agreement
-----------------------------------------------------------
The debtors, Centennial Coal Inc. and its affiliates seek court
approval of three agreements, the Settlement Agreement, a certain
Asset Purchase and Sale Agreement between and among the debtors,
Black Ag and Island Fork and a Reclamation Agreement between and
among the Debtors and Black Ag.  These Agreements represent the
culmination of more than six months of efforts by the debtors,
the DIP Lenders and the debtors' bonding company, Frontier, to
reach a global settlement that will enable the debtors to bring
these Chapter 11 cases to an expeditious close, maximize the
value of the debtors' assets for the benefit of the debtors'
estates and settle reclamation liability and priority issues.  
Collectively, the agreements provide for among other things: (1)
the debtors' sale of a substantial portion of their assets,
including a large segment of their mining equipment, leaseholds
and contracts to Black Ag; (2) Black Ag's assumption of the
debtors' reclamation obligations and liabilities at the debtors'  
active mining sites; and (3) the settlement of various
reclamation and litigation issues integrally related to a
successful completion of these cases.  The terms and conditions
of the Agreements are to be incorporated into, and serve as the
basis of, the debtors' first amended joint liquidating plan of
reorganization.

Black Ag will acquire the Assets, as defined in the purchase
agreement, for the purchase price of $2.5 million plus certain
payments made to the debtors in connection with the TVA Contract.

The debtors submit that the most important factors to consider in
deciding whether to approve the agreements are (1) the debtors'
current level of operations and cash flow have proven
insufficient to support the debtors' businesses on a going
concern basis; (2) the prolonged and severe downturn of the
Western Kentucky coal industry has made it unlikely that the
debtors will be able to obtain additional sources of revenue to
fund the debtors' continuing operations; (3)extensive historical
post-petition efforts to market the debtors' businesses and
assets have failed to result in a consummated transaction for the
purchase of the debtors' businesses or assets prior to the
instant Agreements; (4) the possible loss of value of the Assets
in the event that the Sale and the transactions contemplated by
the Agreements are not approved;  and (5) the effect of the
proposed assets dispositions and related transactions on the
debtors' estates and on the debtors' prospects for a viable plan
of liquidation.


CITY BREWING: Financial Troubles Eminent
----------------------------------------
According to an AP report on June 13, 2000, 30 employees were
sent home, reducing the labor force of City Brewing Co. to half.  

City Brewing President, Randy Smith says a Chicago bank just
launched a foreclosure of a $4.5 million loan.  Also, New York-
based Platinum Holdings Inc., failed to provide $1 million into
the business as promised a couple of weeks before to aid the
financially challenged company.


CONSUMER PORTFOLIO SERVICES: Annual Meeting Set For July 12, 2000
-----------------------------------------------------------------
The annual meeting of the shareholders of Consumer Portfolio
Services, Inc. will be held at 10:00 a.m., local time, on
Wednesday, July 12, 2000, at the company's offices, 16355 Laguna
Canyon Road, Irvine, California for the following purposes:

o    To elect the company's entire Board of Directors for a one-
year term.

o    To amend the company's 1997 Long-Term Incentive Stock Plan
to increase
the number of shares issuable pursuant to awards under the plan.

o    To ratify the appointment of KPMG LLP as the company's
independent
auditors for the fiscal year ending December 31, 2000.

o    To transact such other business as may properly come before
the
meeting.

Only shareholders of record at the close of business on June 14,
2000, are entitled to notice of and to vote at the meeting.


CUMULUS MEDIA: Moody's Revises Ratings; Outlook To Negative
-----------------------------------------------------------
Moody's Investors Service revised the outlook on Cumulus Media's
ratings to negative from stable. Cumulus' long term debt ratings
include the B1 rating on the $225 million of guaranteed senior
secured credit facilities due 2008, the B3 rating on its $160
million of guaranteed senior subordinated notes, due 2008, and
the "caa" rating of its $106 million of exchangeable redeemable
preferred stock, due 2009. The senior implied and issuer rating
at Cumulus Media are B1 and B2, respectively.

The change in Cumulus' ratings outlook to negative reflects the
continued high leverage given the likelihood that the company
will use debt (as well as asset sales) to fund it's remaining
acquisitions (valued at approximately $420 million). The negative
outlook also acknowledges Cumulus' disappointing margin
performance, weak cash flow generation since the inception of its
acquisition strategy, and inability to cover overhead, (during
the seasonally low first quarter), in part, as a result of the
assumption of a greater number of radio stations than originally
expected and uneven hiring of a substantially larger sales force.
Additionally, the company's restatement of its financials and
subsequent resignation of its auditors pose concerns regarding
internal controls. Notably, shortly thereafter, the company
announced new auditors, KPMG.

Cumulus' recent difficulties precipitated a decline in the
company's market equity. As a result, the company is not likely
to be able to use equity as a means of currency to fund
acquisitions or to reduce debt. Total debt at 3/31/2000 was $285
million although the company expects that total debt may peak at
a high $477 million if it is able to execute its planned
acquisitions. The negative outlook anticipates that the ratings
may decline if debt protection measures do not adequately improve
in the near term.

Moody's also acknowledges that Cumulus' considerable portfolio of
radio station assets as well as the portfolio of radio towers
provides potential asset sales as a means of reducing its debt
burden. Cumulus has already entered into an asset swap agreement
with Clear Channel which reduced cash requirements by $178
million and the company is currently pursuing asset sales.

The negative outlook incorporates the challenge associated with
the implementation of Cumulus' new sales model as well as the
risks associated with the substantial in-market competition from
local newspapers and television broadcasters. Cumulus' is highly
leveraged with limited cash flow coverage of interest. As of last
12 months ended 3/31/2000, Cumulus hand pro forma EBITDA-less-
capital expenditures interest coverage of 1.2 times, (total Debt
+ Preferred) EBITDA of 8.8 times and EBITDA margins of
approximately 23%.

However, Cumulus benefits from the strategic significance of
being the third largest radio station group in the country, on a
pro forma basis, with cash flow diversified across 304 clustered
radio stations in 60 markets. Further, Moody's considers that the
experienced, and newly installed operating management team may
realize greater cash flow going forward from improved margins and
enhanced advertising revenues at its under-performing stations.
Finally, Cumulus' value is supported by the positive momentum
within the radio sector and the equity foundation upon which the
company was built. The company has raised approximately $571
million in equity markets since going public in July 1998.

The outlook could return to stable if Cumulus proves able to
enhance advertising revenues and margins, reduce leverage, and
improve cash flow coverage of its obligations over the near term.

Cumulus Media is headquartered in Milwaukee, Wisconsin. With the
completion of its pending acquisitions, it will own 304 radio
stations in 60 markets.


DAI-ICHI HOTEL ENTERPRISE: Applies for liquidation
--------------------------------------------------
Dai-Ichi Hotel Enterprise Co, real estate arm of the failed
Dai-Ichi Hotel Ltd (TSE:9710), has filed an application for
liquidation with the Tokyo District Court due to debt
estimated at 65.2 billion yen (US$612.2 million).

The firm provided comprehensive real estate brokerage
services, including buying and selling condominiums and
leasing space in the Tokyo's Seafort Centre Building.
Dai-Ichi Hotel applied for court protection from creditors
on May 26, prompting five Dai-Ichi hotel group firms to
follow suit. Total Dai Ichi Hotel group debt is estimated
at 212.2 billion yen. (Asia Pulse  16-Jun-2000)


DATAPOINT: Sale of European Operations; Name Change to DynaCore
---------------------------------------------------------------
Datapoint Corporation (OTCBB:DTPTQ) announced that the US
Bankruptcy Court for the District of Delaware approved the
previously reported sale of its European operations and certain
U.S. Assets to Datapoint NewCo I Limited for $49.5 million in
cash, less certain adjustments, including an adjustment in the
event that the aggregate shareholder deficit of the European
Operations exceeds $10.0 million at closing.

The sale is expected to close within 30 days. In addition, the
Bankruptcy Court approved the Company's name change to Dynacore
Holdings Corporation.

The Company intends to file a reorganization plan pursuant to
Chapter 11 of the Bankruptcy Code. Negotiations have commenced
regarding the terms of such plan with members of the Committee of
Unsecured Creditors previously appointed in the bankruptcy case.

The sale of its European Operations is consistent with the
direction of the Corporation to focus its efforts and resources
on acquiring, developing and marketing products with Internet and
E-commerce applications.

With its U.S. headquarters in San Antonio, and international
headquarters in Paris, France, Datapoint is a recognized
innovator in modern networking infrastructure. Datapoint
specializes in the design, integration, and maintenance of data,
voice and networking communications solutions including call
center, and computer-telephony integration.


DEVLIEG BULLARD: Seeks Authority To Sell Substantially All Assets
-----------------------------------------------------------------
The debtor, DeVlieg-Bullard, Inc. seeks an order authorizing the
debtor to sell substantially all of its remaining assets to KPS
Special Situations Fund, LP a New York Limited Partnership or its
designee pursuant to an Asset Purchase Agreement.  The Asset
Purchase Agreement provides that KPS will pay approximately
$31.55 million to he debtor, subject to certain adjustments and
will also assume certain liabilities of the debtor.  The debtor
seeks a Closing Date no later than June 30, 2000.

Although the debtor's management remains confident that its
precision machine tool, field service, and aftermarket parts
businesses are fundamentally sound, debtor's operations and this
bankruptcy case have been "plagued by inadequate financing and
severe cash flow restrictions."

The debtor submits that it has limped along under the terms of
its postpetition financing facility with the CIT Group/Business
credit, Inc. which has been the only financing available to the
debtor in its current circumstances.  The debtor has come to the
conclusion that the only viable alternative is to sell the
debtor's assets as a going concern.  The debtor will be unable to
continue its operations past June 20, 2000 , the current
expiration of the DIP Credit Agreement, without additional
financing.  Without a comprehensive assets sale at this time, all
going concern value of the debtor's business would likely be
lost.


FLOORING AMERICA: Moody's Lowers Sub Notes To C After Filing
------------------------------------------------------------
Moody's Investors Service lowered the ratings of Flooring
America's Inc. senior subordinated notes to C from Caa1 after the
company's June 15th bankruptcy filing. The company's senior
implied rating and issuer ratings were lowered to Caa2 and Caa3,
respectively, from B2 and B3. The B1 rating on the company's
secured debt was withdrawn.

The new ratings reflect a low level of tangible asset coverage to
debt and other obligations and uncertainty about the viability of
Flooring America's franchise operations after the bankruptcy
filing.

Flooring America Inc., headquartered in Kennesaw, Georgia, is a
leading retailer of floor covering. It retail network extends to
over 1,000 storefronts, of which about one-third are operated by
the company.


HAZAMA CORP.: Records 19.8B yen group net loss
----------------------------------------------
Hazama Corp. posted a consolidated net loss of 19.82
billion yen for the fiscal year ended March 31, a huge
turnaround from the 42 million yen profit it reported last
fiscal year.

The contractor noted that its group sales during the period
dropped 15 percent to 452.41 billion yen, attributing the
drop to chronic shrinkage in domestic construction.
Hazama's operating profit also dipped 13 percent to 16.07
billion yen.

Hazama booked special losses of 38.47 billion yen, nearly
six times the previous year's 6.97 billion yen in special
losses. This year's extraordinary losses included a 10.07
billion yen loss from the devaluation of land being held
for development and resale.

In May, Hazama proposed a restructuring plan that included
a request for debt forgiveness to its creditor banks,
including Dai-Ichi Kangyo Bank Ltd. The plan also
introduces measures for cutting its interest-bearing
liabilities. For the current fiscal year, Hazama projects
another but narrower group net loss of 1.2 billion yen.


HOMEMAKER INDUSTRIES: Mass. Company Owns Majority Stake
-------------------------------------------------------
Arley Corp., a company located in Brockton, Mass., has bought a
60 percent stake of Homemaker Industries, a rug manufacturer
which filed for Chapter 11 Bankruptcy protection in October of
last year and plans to close its offices that employed fewer than
20 people in administration and finance.

Terms of the purchase were not disclosed.

A&M Inc., the group which bought the entire company for $7.5
million in April after Homemaker filed for Chapter 11 bankruptcy
protection, holds the remaining 40 percent of the company.


INACOM CORP: Files For Bankruptcy, Plans To Cut 6,000 Workers
--------------------------------------------------------------
Alpharetta-based InaCom Corp., a computer and telecommunications
company, filed for Chapter 11 bankruptcy protection from
creditors with $560.7 million in debts, including about $115
million owed to lenders, and said it would lay off most of its
work force of up to 6,000 employees.


INACOM: MicroAge Offers Rapid Transition Services
-------------------------------------------------
In response to the Inacom, Inc. June 16, 2000 announcement
stating that they are filing Chapter 11 and ceasing operations,
MicroAge Technology Services, a leading infrastructure and e-
business services provider, is offering Rapid Transition Services
to businesses who may find themselves abruptly without a service
provider.


MicroAge Technology Services is a provider of technology
infrastructure services worldwide. The company delivers a wide-
range of professional technology services that help clients
profit from technology, including Selective Outsourcing,
Professional Services and Technology Deployment. MicroAge
supports clients across the United States and provides
international services through business partners around the
world.


INTEGRATED HEALTH: Motion For Extension of Exclusive Periods
------------------------------------------------------------
The Debtors sought and obtained an extension of the period in
which they have the exclusive right to file a plan of
reorganization through September 29, 2000, and a concomitant
extension of their time within which to solicit acceptances of
that plan through November 28, 2000.  The extensions represents a
120-day extension of the original expiry dates under 11 U.S.C.
Sec. 1121(b).  

The Debtors tell Judge Walrath they are doing a good job of
resolving issues through negotiations.  They are already in the
process of finalizing their long-term business plan and have
committed to complete it before the end of July.  Specifically
the Debtors are negotiating with numerous lessors and other
parties on lease assumptions and rejections, mortgage
renegotiations and other matters that will have a significant
impact on any plan of reorganization. Their primary focus has
been the stabilization of their healthcare businesses and
vendor/supplier support.  The Debtors suggest they have been able
to stabilize their operations and solidify relationships despite
crisis and operational problems.

However, given the size and complexity of their cases, the highly
regulated nature of the industry, the depressed state of the long
term care segment of that industry and the interplay between
bankruptcy law and other federal laws including Medicare law,
they simply need an extension.  

The Debtors cautioned Judge Walrath that, if the Court were to
deny their request, any party in interest would be free to
propose a plan of reorganization for each of the Debtors.  The
consequence, the Debtors foresee, would be a morass of litigation
over competing plans, leading to delay, increased costs and
reduced distributions to creditors while the requested extension
will enable the Debtors to resolve conflict in a reasoned and
balanced manner. (Integrated Health Bankruptcy News Issue 5;
Bankruptcy Creditors' Services Inc.)


JUST FOR FEET: Former Shareholders File Suit
--------------------------------------------
Former shareholders of bankrupt Birmingham-based shoe retailer
Just For Feet filed a suit last week in federal court alleging
that the company used $7.5 million in rebates from an advertising
agency to improperly inflate revenues after asking the agency to
overcharge.

The suit which seeks class-action status, argues that Just for
Feet told Rogers Advertising of Birmingham to substantially
overcharge the company.  Rogers then rebated the overcharged
amount, or credited the overpayment to Just For Feet's account.  
Just For Feet then listed the rebates either as revenue or as
amounts owed the company by Rogers.


MASTER GRAPHICS: Company Names CEO
----------------------------------
Master Graphics Inc. (OTCBB:MAGR) announced that, as a key step
in its reorganization process, it has appointed Michael B. Bemis
as its Chief Executive Officer. Mr. Bemis, 53, was elected as an
independent director and Chairman of the Board in January 2000.
As Chief Executive Officer, he will assume responsibility for
overseeing the Company's restructuring efforts and will continue
to serve as Chairman of the Board.

From 1982 to 1999, Mr. Bemis held several positions with Entergy
Corporation, a large public utility holding company headquartered
in New Orleans, Louisiana, including Chief Executive Officer of
London Electricity PLC, President and Chief Operating Officer of
Louisiana Power & Light/New Orleans Public Service, and President
and Chief Operating Officer of Mississippi Power & Light. Mr.
Bemis also was formerly a partner with Deloitte Haskins & Sells,
now Deloitte & Touche. Since March 1999, Mr. Bemis has been a
business consultant on various matters.


MAXICARE HEALTH: Annual Meeting Set For September 14, 2000
----------------------------------------------------------
The annual meeting of shareholders of Maxicare Health Plans, Inc.
will be held at the Sunset Room in the Transamerica Center
Windows Restaurant, 1150 South Olive Street, Los Angeles,
California, on Thursday, September 14, 2000, at 9:00 a.m.
(Pacific Time) for the following purposes:

     1. To elect three directors to the Board of Directors who
will serve until the company's 2003 Annual Meeting of
Shareholders and until their successors have been duly elected
and qualified.

     2. To approve an amendment to the company's Restated
Certificate of Incorporation to increase the number of authorized
shares of common stock from 40.0 million to 80.0 million shares.

     3. To approve an amendment to the company's Restated
Certificate of Incorporation by adding a new section which would
prohibit transfer of the company's capital stock, unless approved
by the Board, to the extent the transfer would (i) cause the
ownership interest of the transferee or any other person to equal
5% or more of the company's fair market value; or (ii) increase
the ownership interest of the transferee or any other person
where such transferee's or other person's ownership interest
equalled 5% or more of the company's fair market value before the
transfer.

     4. To approve the company's 2000 Stock Option Plan and the
authorization of the issuance of up to 4.0 million shares of
common stock upon the exercise of stock options thereunder.

     5. To transact any other business which properly arises.

Shareholders of record at the close of business on August 1, 2000
will be entitled to notice of and to vote at the 2000 Annual
Meeting.


MONTGOMERY WARD: Motion To Establish Distribution Trust
-------------------------------------------------------
The Debtors supply the Court with a copy of the Insurance Policy
underwritten by Bankers Standard Fire and Marine Insurance
Company, one of the ACE Group of Insurance and Reinsurance
Companies.  Bankers is rated A+ by Standard & Poors and A2 by
Moody's.  

Representing Reorganized Montgomery Ward, Richard A. Chesley,
Esq., of Jones, Day, Reavis & Pogue, stressed to Judge Walsh
that:

(i) it is the Insurer who will be assuming all of the risks
associated with the Disputed Claims and the reserves for those
claims;

(ii) Class 3 Unsecured Claims would likely wait a considerable
period of time for distributions absent the Insurance Policy; and

(iii) creditors have the option of whether they want to
participate.

Current financial data relevant to Class 3 Unsecured Claims, Mr.
Chesley related, reveals:

$152,500,000 in the MW Class 3 Distribution Pool;

$2,126,000,000 of Allowed Class 3 Unsecured Claims;

$360,000,000 of Disputed Class 3 Unsecured Claims;

Mr. Chesley advised that the next interim distribution is
estimated to distribute approximately 1.375% of the face amount
on each Allowed Class 3 Unsecured Claim, which will leave
$110,000,000 in the MW Class 3 Distribution Pool.

The Reorganized Debtors believe that they will save some $4
million in administrative expenses relative to resolving disputed
claims and making quarterly distributions until 2004.  These
costs will be picked-up by the Insurer.  

Responding to the question of whether the Bankruptcy Court has
authority to modify the mechanics of the First Amended Joint
Plan, Mr. Chesley argued that it is permissible on three bases:

(A) Article XI of the Plan provided that the Bankruptcy Court
retains jurisdiction "to ensure that distributions are made to
Holders of Allowed Claims, enter such orders as may be necessary
or appropriate to implement and consummate the Plan and hear and
determine all matters concerning the [MW Class 3 Distribution
Pool]";

(B) case law teaches that a post-confirmation transactions that
aid in the consummation of a plan are entirely permissible; see,
e.g., Findley v. Blinken, 982 F.2d 721, 750 (2d Cir. 1992),
modified on reh'g, 993 F.2d 7 (2d Cir. 1993); see also Hills
Motors Inc. v. Hawaii Auto Dealers' Ass'n, 997 F.2d 581, 587 n.
11 (9th Cir. 1993); and

(C) Rule 3020(d) of the Federal Rules of Bankruptcy Procedure
specifically provides that, "Notwithstanding the entry of the
order of confirmation, the court may issue any other order
necessary to administer the estate."

In the absence of any objection before the Court, Judge Walsh
Granted the Debtors' Motion in all respects. (Montgomery Ward
Bankruptcy News Issue 49; Bankruptcy Creditors' Services Inc.)


MOUNTAIN HEIGHTS: Files for Chapter 11
--------------------------------------
According to the Bangor Daily News on June 12, 2000, Mountain
Heights Health Care Facility in Patten filed for bankruptcy
protection under Chapter 11.  The nursing facility is not closing
due to the fact of its geographic location.  The contributing
factors caused the facility to file were cuts in Medicare-
Medicaid funding, competition, and residents who need extra
care and assistance, which means providing more staff without
asking the government for extra pay.  The action started in
February 1, but was just released in the newspaper recently.


NIIGATA ENGINEERING: Posts 38B yen group loss
---------------------------------------------
Niigata Engineering Co. recorded a 38.2 billion yen group
net loss for the year ended March 31, mainly because of a
decline in orders and an extraordinary loss of 35.9 billion
yen.

The extraordinary loss, mainly the responsibility of the
parent, included a loss on sales of inventory assets of 9.3
billion yen and a paper loss on securities investments of
15.4 billion yen.  Consequently, the group's net worth fell
to a negative 10 billion yen, despite the parent company
boosting its shareholder equity by 20 billion yen after
land reappraisal,

Group sales declined 11 percent and operating profit dived
41 percent to 3.2 billion yen. All types of orders -- for
engineering, motor and machine tool orders -- all declined.

Interest payments totaling 5 billion yen also contributed
to a pretax loss of 2.7 billion yen, compared to a profit
of 91 million yen in fiscal 1998. The heavy machinery
manufacturer posted a 10.7 billion yen consolidated net
loss in fiscal 1998.


NUMBER NINE VISUAL: Order Approving Disclosure Statement
--------------------------------------------------------
The Bankruptcy Court, District of Massachusetts, Eastern
Division, entered an order approving the Disclosure Statement
regarding the Amended Joint Plan of Liquidation dated May 31,
2000 proposed by the debtor, Number Nine Visual Technology
Corporation, and the Creditors' Committee.  July 14, 2000 is the
last day for filing written ballots accepting or rejecting the
plan.  The deadline for filing and serving objections to
confirmation of the plan is 4:30 PM on July 14, 2000.

The hearing on confirmation of the plan will be held on July 19,
2000 at 1:00 PM before the Honorable Joan N. Feeney, US
Bankruptcy Judge, Bankruptcy Courtroom No. 1, Thomas P. O'Neill
Jr. Federal Building, 10 Causeway Street, Boston, Massachusetts.

The plan is a liquidation plan, and does not contemplate the
financial rehabilitation of the debtor or the continuation of its
business.  Substantially all of the debtor's assets have been
sold, and the plan contemplates that the remaining unliquidated
assets will be liquidated either by the debtor or by the Plan
Trustee.  The debtor and the Creditors' Committee anticipate,
based on the amount of claims filed to date and the reasonable
expectation that certain claims will be disallowed in whole or in
part, that the dividend to general unsecured creditors is likely
to be in the range of 35 to 45 percent.


OMNA MEDICAL: Court Approves Committee Counsel
----------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the Official Committee of Unsecured Creditors
to retain and employ Pachulski, Stang, Ziehl, Young & Jones, PC
as co-counsel to the Committee.

The Court also approved the application of the Official Committee
of Unsecured Creditors of OMNA Medical Partners, Inc., et al.
authorizing the Committee's employment and retention of Traub,
Bonacquist & Fox LLP as its general counsel.


PENNCORP FINANCIAL: Entry of Order Confirming Plan
--------------------------------------------------
On June 5, 2000, the US Bankruptcy Court for the District of
Delaware entered an order confirming the plan of reorganization
for PennCorp Financial Group, Inc. under Chapter 11 of the
Bankruptcy Code.


PETSEC: Agreement To Sell Petsec Energy Inc.
--------------------------------------------
Petsec Energy Ltd (ASX:PSA) (OTCBB:PSJEY) announced that its
wholly owned USA subsidiary, Petsec Energy Inc., has reached
agreement with the unsecured creditors committee to sell Petsec
Energy Inc. or all of its assets.

The unsecured creditors committee was appointed following the
Chapter 11 filing by Petsec Energy Inc. on April 13, 2000.
Subject to approval by the Bankruptcy Court presiding over Petsec
Energy Inc.'s Chapter 11 proceedings, Houlihan Lokey Howard &
Zukin Capital, L.P. will be managing the divestiture process for
Petsec Energy Inc. and the unsecured creditors committee.

Houlihan Lokey will be distributing an information memorandum
describing the assets of Petsec Energy Inc. to potential
interested parties. All sale transactions will be subject to the
approval of the Bankruptcy Court.

Petsec Energy Inc. anticipates filing a Plan of Reorganisation
which contemplates an agreed distribution of the sale proceeds to
the creditors, the equity owner and certain of Petsec Energy
Inc.'s senior management team in the USA.

Petsec is an independent oil and gas exploration and production
company operating in the shallow waters of the US Gulf of Mexico.
The Company's corporate office is in Sydney, Australia. Field
operations are managed in the US from Lafayette, Louisiana.

All inquiries concerning the divestiture of Petsec Energy Inc.'s
assets should be directed to the following professionals at
Houlihan Lokey:
     Andrew B. Miller, Managing Director
     Matthew R. Niemann, Vice President
     Brett A. Lowrey, Associate
     Houlihan Lokey Howard & Zukin Capital, L.P.
     310/553-8871 (phone)
     310/553-4024 (fax)
     1930 Century Park West
     Los Angeles, CA 90067-6802


SAFETY-KLEEN: Finalizes Initial DIP Financing
---------------------------------------------
Safety-Kleen Corp (NYSE: SK) announced it has finalized its
initial $40 million of DIP financing, which was approved by the
U.S. Bankruptcy Court on June 13, 2000, in the full amount
requested by the company. The Bankruptcy Court will consider
approval of the full $100 million DIP facility, as previously
announced, in July.     

"This is a very important step toward reorganizing Safety-Kleen,"
said Safety-Kleen CEO David Thomas, Jr. "We are pleased that the
bankruptcy court granted our request for $40 million of interim
funding.  The availability of these funds will enable us to
maintain normal business operations at our facilities."


SAFETY-KLEEN: Organizational Meeting To Form Committees
-------------------------------------------------------
Ordinarily, the United States Trustee for Region III schedules an
organizational meeting for the purpose of forming one or more
official committees of the Debtors' creditors within the first 10
to 15 days following the filing of a large-scale chapter 11 case
in Delaware.  The U.S. Trustee's office advises that no time,
date and place for that meeting has been set.  Frank Perch, Esq.,
is the attorney for the U.S. Trustee in charge of Safety-Kleen's
chapter 11 cases.  Contact the Office of the U.S. Trustee at 215-
597-4411 for additional details. (Safety-Kleen Bankruptcy News
Issue 2; Bankruptcy Creditors' Services Inc.)


SATO KOGYO CO.: Posts Sixth Straight Group Net Loss  
---------------------------------------------------
For the sixth consecutive year, general contractor Sato
Kogyo Co. has posted a consolidated net loss. For the
fiscal year that ended March 31, the company recorded a
15.8 billion yen net loss.

The company posted an extraordinary loss of 26.4 billion
yen, mainly attributable to disposal of real estate with
hidden losses.  Group sales declined for the year by 7
percent to 429.1 billion yen. Parent-only sales fell 8
percent, predominantly because of sluggish private sector
construction orders.

Sato Kogyo's group operating profit increased two percent
to 12.3 billion yen. Meanwhile, the company's development
work-related operations recorded a 2.8 billion yen
operating loss. Construction operations revenue for the
company improved thanks to a decline in construction costs
and a drop in sales and administrative expenses.


SILICON GAMING: Extends Expiration Date of Exchange Offer
---------------------------------------------------------
Silicon Gaming, Inc. is extending the expiration date of its
exchange offer to 5:00 P.M. New York City time on June 30, 2000.  
The exchange offer was scheduled to expire at 5:00 P.M. New York
City time on June 23, 2000.

As of June 12, 2000, the company's exchange agent had received
393 Election Notices representing 7,901,970 shares of common
stock participating in the exchange offer.

The company is filing with the SEC a Supplement to the Offering
Circular dated April 17, 2000.  The Supplement is dated June 12,
2000 and it is expected that the Supplement will be distributed
to shareholders beginning tomorrow.  Shareholders are urged to
carefully read and consider the information provided in the
Supplement as well as the information provided earlier in the
Offering Circular dated April 17, 2000.  Shareholders can view
the Supplement at the SEC's website at:  http:\\www.sec.gov.  The
company will also provide copies of the Supplement free to
shareholders.  

EquiServe Trust Company, N.A., the company's transfer agent, will
continue to act as exchange agent in the exchange offer, and will
also act as warrant agent.  Georgeson Shareholder Communications
Inc. will continue to act as information agent in the exchange
offer.  Shareholders may contact the information agent at (800)
223-2064, or collect at (212) 440-9800, for information about
tendering Election Notices.

Silicon Gaming, Inc. designs and manufactures a full line of
innovative wagering products, including the Family Feud Wagering
Attraction, and an  extensive library of game applications
including Phantom Belle, Banana-Rama, Eureka, Cash Cruise, TopHat
21 and Hot Reels.  The company is headquartered in Palo Alto,
California.


TEXAS HEALTH ENTERPRISES: Hearing on Disclosure Statement
---------------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
of Texas Health Enterprises, Inc. shall be held at US Bankruptcy
Court, 660 North Central Expressway, Plano, Texas, on July 25,
2000 at 1:30 PM.  July 18, 2000 is the last day for filing and
serving written objections to the Disclosure Statement.


UNITED COMPANIES: Reports Purchase Agreements to SEC
----------------------------------------------------
United Companies Financial Corporation and certain of its
subsidiaries report to the SEC that they 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.


VENCOR: Agrees To Amend DIP Financing
-------------------------------------
Vencor, Inc. 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 has also 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. 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
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.


VENCOR: Extension of Exclusivity
--------------------------------
Judge Walrath entertained the Debtors' request, found that the
Debtors have shown cause for more time, and granted the Debtors
an extension of their exclusive period during which to file a
plan of reorganization through July 18, 2000, together with an
extension of their exclusive period during which to solicit
acceptances of that plan through September 15, 2000.


VISTA EYECARE: Taps McDonald Investments
----------------------------------------
Vista Eyecare, Inc. and its affiliates seek court authority to
employ and retain as of and including June 1, 2000, McDonald
Investments Inc. as investment banker for the debtors.

The firm will receive a monthly retainer fee of $50,000 and a
cash fee equal to 1.5% of the Transaction Value of any Sale
Transaction;  McDonald will receive a cash fee equal to 2% of the
amount of any senior debt raised or refinanced, 3.5% of the
amount of any subordinated debt raised or refinanced, and 7% of
the amount of any equity raised.  If no Transaction Fee is paid,
a Minimum Engagement Fee will be payable to McDonald upon
confirmation of a plan, in the amount of $500,000 less the
aggregate amount of any monthly retainer fees paid to McDonald.

Meetings, Conferences and Seminars
----------------------------------
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

July 26-28, 2001
   ALI-ABA
      Chapter 11 Business Reorganizations
         Hotel Loretto, Santa Fe, New Mexico
            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
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
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