TCR_Public/000623.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 23, 2000, Vol. 4, No. 123
  
                                    Headlines

1/2 OFF: Card Shop Files for Chapter 11 Protection in Detroit
2100 YALE: Tulsa Developer Seeks Protection from Creditors under Chapter 11
AGRIBIOTECH, INC.: Sale of Significant Portion of Assets Tops $100 Million
ALLEGHENY HEALTH: Trustee's Plan Provides Pennies-on-the-Dollar to Creditors
AUREAL, INC.: Expanding Scope of Hennigan, Bennett & Dorman's Employment

BAPTIST FOUNDATION: Property Sales Generate $4.2 Million Cash Proceeds
CAMPBELL TRACTOR: Seeks Chapter 11 Protection in West Virginia
CERPLEX GROUP: Noteholders Commence Involuntary Chapter 11 Proceeding
CHECKERS DRIVE-IN: Announces Completion of Debt Restructuring
CHEVAL GOLF: 237-Acre Florida Golf & Tennis Club Files Chapter 11 Petition

CLARK MATERIAL: Creditors' Committee Retains Houlihan as Financial Advisor
COSTILLA ENERGY: Louis Dreyfus Emerges with $133.3 Million Offer to Purchase
CREDITRUST CORPORATION: Files "Negotiated" Chapter 11 Case in Baltimore
CROWN VANTAGE: BNY Interposes Limited Objection to Property Sale Procedures
DEVLIEG-BULLARD: Fourth Motion for Extension of Exclusive Periods

DIAGNOSTIC HEALTH: Sale of Three MRI Centers Fetches $11 Million for Estate
DIAGNOSTIC HEALTH: Newcort & REMM Battle About Whose Liens Come First
DIMAC HOLDINGS: Retains Logan & Company as Claims Agent
EAGLE FOOD: Requests Cautionary Extension of Exclusive Periods
EXCELSIOR-HENDERSON: Will Make Lease-Related Decisions at Time of Confirmation

FLOORING AMERICA: Announces Management Changes to Move Restructuring Forward
FLOORING AMERICA: NYSE Trading Halt Continues; Delisting Underway
GST TELECOM: Sprint Says Promise to Pay Not Adequate Assurance Under Sec. 366
INACOM: IntelliMark Offers Support Services to Inacom Employees & Customers
KITTY HAWK: Creditors' Committee Retains Forshey & Prostok as Counsel

LEASING SOLUTIONS: Second Request for Extension to Make Decisions on Leases
MEDPARTNERS PROVIDER: Special Monitor-Examiner Objects to Disclosure Statement
MERIDIAN CORPORATION: Debtors Call it Quits; DIP Lender Gets the Assets
MICHAEL PETROLEUM: Court Okays Debtors' Retention of Royalty Auditor
MICROAGE, INC.: Proposes 10% to 75% Bonuses to Retain Employees

MICROAGE INC.: Form 10-Q Should be Delivered to the SEC Today
MMH HOLDINGS: U.S. Trustee to Convene Meeting of Creditors on July 7, 2000
NUWEB SOLUTIONS: Announces Post-Effective Date Reverse Stock Split
PRISON REALTY: Moody's Downgrades Ratings on $100 Million of Securities
RECYCLING INDUSTRIES: Committee Wants Permission to Claims Against DIP Lender

SANTA FE GAMING: Hotel Sale to Station Casinos will Fund Plan Obligations
SHAPE, INC.: Chapter 22 Bankruptcy for Maine Recorded Media Manufacturer
SIRENA APPAREL: Judge Robles Extends Term of DIP Loan to July 31, 2000
STAGE STORES: 60 Stores Closing Now & Interim CEO Looks to Closing 100 More
STRAUSS DISCOUNT: IBJ Whitehall Retail Extends $15MM of Financing to Buyers

SYSTEM SOFTWARE: Needs A Few More Days to Prepare Schedules & Statements
SYSTEM SOFTWARE: Reports Second Quarter Loss of $77 Million
TELEQUEST: Bank Agrees To Provide Cash, Trustee Appointed & Fletcher Retained
TOWN & COUNTRY: First Amended Plan of Reorganization is Confirmed
TRANSCOASTAL MARINE: Files Voluntary Chapter 7 Petition in Houston

UNITED KENO: Obtains Financing From Vermeil Mining to Fund CCAA Proceeding
UNITRENDIX CORP.: IT Consulting Firm Files Chapter 11 Petition in California
WASTE MANAGEMENT: Reaches Settlement with SEC on 2Q-1999 Financial Disclosures
WORLDWIDE DIRECT: CoMac Offers $2,100,000 Cash for $7,000,000 SmarTalk Claim

Bond Pricing for the Week of June 19, 2000 from DLS Capital Partners

                                    *********

1/2 OFF: Card Shop Files for Chapter 11 Protection in Detroit
-------------------------------------------------------------
The 1/2 Off Card Shop, located at 24445 Northwestern Highway in Southfield,
Michigan, filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code seeking protection from its creditors, on or about June 1,
2000.  1/2 Off says it owns assets valued at $36,760,000 and needs to
restructure liabilities totaling $45,000,000.


2100 YALE: Tulsa Developer Seeks Protection from Creditors under Chapter 11
---------------------------------------------------------------------------
Shopping center developer, 2100 Yale, filed a bankruptcy petition under
chapter 11 listing $20 million in assets and $17 million in liabilities.
The company, headed by James W. Dill, was involved in the redevelopment of a
corner of South Yale Avenue and East 21st Street in Tulsa, the long-time site
of a Sears, Roebuck and Co. store that has undergone extensive renovation, The
Daily Oklahoman reports.  Other anchors include Gordman's, a discount
retailer, and Reasor's Food Stores, a grocery chain based in Northeastern
Oklahoma, which has yet to open.  The largest unsecured creditor, excluding
insiders, scheduled by the Debtors is Dan Henry Construction of Shawnee,
Kansas, for $200,000 of work completed on Gordman's store.

"We are hopeful of attaining a consensual resolution of the issue with our
creditors, which will result in a plan of reorganization in the near future,"
Thomas A. Creekmore III, Esq., counsel to 2100 Yale, told the Oklahoman.


AGRIBIOTECH, INC.: Sale of Significant Portion of Assets Tops $100 Million
--------------------------------------------------------------------------
Agribiotech, Inc., and its four debtor-affiliates, ask the Nevada bankruptcy
court for authority to consummate sales of a significant portion (which may be
considered substantially all) of their assets pursuant to 11 U.S.C. Sec. 363:

      A.  The Budd-Simplot Sale.  Budd-Simplot offers to purchase all saleable
          seed inventory and saleable inventory of the Turf Retail, Production
          and Wholesale Units, certain real estate and packaging materials for
          $33 to $37 million.  The sale does not include some $23 million of
          related receivables which the Debtors will retain and collect.  

      B.  The Canadian Buyer Sale.  An unidentified Canadian buyer offers to
          purchase the Debtors' Canadian and seed coating businesses for $5 to
          $7 million.  

      C.  The RSI Sale.  Research Seeds, Inc., offers to purchase property and
          contract rights used in the Debtors' forage seed business for $16 to
          $18 million.  

      D.  The Northwest Sale.  Northwest Seeds, Inc., offers to purchase select
          contract rights relative to the Debtors' forage seed business for $2
          to $3.5 million.

      E.  The Rose Sale.  Bill Rose, LLC, offers to purchase the Debtors'
          contract rights relative to Hybrigene technology for $6,680,000,
          which includes a $5,600,000 cancellation of debt owed by the Debtors
          to Rose.  

      F.  The Tualatin Sale.  Tualatin Development Co., LLC, offers to purchase
          parcels of land located in Hillsborough, Oregon, for $1,901,000 in
          cash.

      G.  The VDS Farms Sale.  VDS Farms, Inc., offers $75,000 in cash for
          property located at 3385 Northwest Highway 47 in Forest Grove,
          Oregon.  

      H.  The Smith Seed Sale.  Smith Seed Services offers $400,000 in cash to
          purchase improved real property located at 1515 "O" Street in Halsey,
          Oregon.  

      I.  The Williamette Sale.  Williamette Grass Seed, LLC, will pay $725,001
          in cash to acquire (i) two buildings and 50 acres of land located at
          34185 Tennessee Road in Lebanon, Oregon, (ii) a seed cleaning
          facility located at 8883 Rickreall Road in Rickreall, Oregon; and
          (iii) a research facility and 44 acres of bare land located in Forest
          Grove, Oregon.

      J.  The Tripplepoint Biotics Sale.  Tripplepoint Biotics offers $585,000
          in cash for all of the Debtors' interests in property located at 1936
          19th Street and 1824 Ash Street in Forest Grove, Oregon.

      K.  The Agriculver Sale.  Agriculver, Inc., offers to buy property
          located at 2059 N.Y.S. Route 96 in Trumansburg, New York, for
          $200,000 in cash.

Each proposed transaction is subject to higher and better offers.  The Debtors
look for Court approval of these or superior transactions to be granted at a
July 10 hearing in Las Vegas.  

Bradley D. Sharp and William A. Brandt, Jr., of Development Specialists, Inc.,
oversee the sale process.  David M. Bertenthal, Esq., at Pachulski, Stang,
Siehl, Young & Jones, P.C., in San Francisco serve as lead counsel to
Agribiotech.  


ALLEGHENY HEALTH: Trustee's Plan Provides Pennies-on-the-Dollar to Creditors
----------------------------------------------------------------------------
Allegheny Health, Education and Research Foundation will pay its major
creditors some of the $1.6 billion in debts owed, but only pennies-on-the-
dollar.  William Scharffenberger serves as the Court-appointed trustee
overseeing the melt-down of the now-defunct health care system.  Examples of
the pain creditors will feel include:

      * MBIA Insurance Corp. and PNC Bank will hold secured claims amounting to
        $50 million.  They'll get $10 million on the effective date of the
        plan and the rest, maybe, over time.  The unsecured portions of the
        institution's claims -- $340.3 million -- will be paid at 5 cents a
        dollar.

      * Bank of New York, which represents AHERF bondholders, will hold a
        secured $33 million claim and an unsecured $105.6 million claim.  BNY
        will see $20.5 million on the effective date and 1.5 cents on the
        dollar over time.  


AUREAL, INC.: Expanding Scope of Hennigan, Bennett & Dorman's Employment
------------------------------------------------------------------------
Aureal, Inc., dba SILO.COM, asks the Bankruptcy Court for the Northern
District of California for permission to expand the scope of services to
provided by its reorganization counsel, the Los Angeles law firm of Hennigan,
Bennett & Dorman, to include representation of the Debtors' interests in on-
going litigation styled:

      (A) Creative Technology, Ltd., et al. v. Aureal Semiconductor, Inc., Case
          No. 98-0770 MCC (N.D. Cal.);

      (B) Creative Labs, Inc. v. Aureal Semiconductor, Inc., Case No. C98-21006
          SW (PVT) (N.D. Cal.); and

      (C) Aureal Semiconductor, Inc. v. Creative Technology, Ltd., et al., Case
          No. C98-4550 MHP (N.D. Cal.).

These cases assert patent infringement and business tort claims.  Prepetition,
Orrick, Herrington & Sutcliffe represented Aureal.  The Firm has since applied
to the District Court to withdraw as Aureal's counsel.  Aureal desires to
retain Hennigan as substitute counsel.  

Bruce Bennett, Esq., James O. Johnston, Esq., and Sidney P. Levinson, Esq.,
lead the Hennigan team focused on reorganization issues.  Roderick G, Dorman,
Esq., William E. Stoner, Esq., and Thomas B. Watson, Esq., will focus on non-
bankruptcy litigation.  


BAPTIST FOUNDATION: Property Sales Generate $4.2 Million Cash Proceeds
----------------------------------------------------------------------
Subject to Court approval, Baptist Foundation of Arizona, Inc., et al., advise
the Court that they have entered into agreements for the sale of:

        Property Description      Property Location            Cash Proceeds
        --------------------      -----------------            -------------
       3 Industrial Zoned Lots    Sunrise Business Park         $1,824,753
                                  Gilbert, Arizona            

       Vacant Movie Theater       Flagstaff, Arizona               375,000
  
       Vacant Movie Theater       Winslow, Arizona                  40,500

       8-Acre Drive-In Theater    Winslow, Arizona                  10,101

       17 Acres Unimproved Land   Peoria, Arizona                  720,000

       Tri-Level Home             Glorieta, Arizona                160,000

       Vacant Industrial Land     Indiana Enterprise Center        300,000

       427-Acre of Raw Land       Mesa County, Colorado            825,000

The Debtors ask the Court for authority to sell this property free and clear
of all liens and encumbrances pursuant to 11 U.S.C. Sec. 363 to unrelated
third-parties.  


CAMPBELL TRACTOR: Seeks Chapter 11 Protection in West Virginia
--------------------------------------------------------------
Campbell Tractor & Equipment Co. Inc., of Summersville, West Virginia, filed
for protection from its creditors under chapter 11 of the United States
Bankruptcy Code on June 12, 2000.  Campbell indicates in its petition that
owns $5,865,818.55 in assets and owed $9,536,500.78 to creditors at the time
of the filing.


CERPLEX GROUP: Noteholders Commence Involuntary Chapter 11 Proceeding
---------------------------------------------------------------------
Michael S. Fox, Esq., of Traub, Bonacquist & Fox LLP, representing various
holders of 7-3/4% Convertible Subordinated Debentures issued under the April
15, 1986 Indenture between The Cerplex Group, Inc., formerly known as Aurora
Electronics, Inc.,  and Chase Manhattan Trust Company, National Association,
as Trustee, filed an involuntary petition under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court in Wilmington, Delaware,
against Cerplex. The amount due the Debenture holders is estimated to be in
excess of $10,000,000.  Cerplex provides repair and logistics services, and
parts sourcing and service management for manufacturers of computer,
communications and electronic office equipment.


CHECKERS DRIVE-IN: Announces Completion of Debt Restructuring
-------------------------------------------------------------
Checkers Drive-In Restaurants, Inc. (Nasdaq: CHKR) announced the completion of
its announced debt restructuring and retired the $39.5 million balance,
including interest, of its 9 7/8 percent senior notes as scheduled on June 15,
2000. The senior notes were issued by Rally's Hamburgers, Inc., in 1993 in
connection with a $85 million bond financing transaction.  The Company used
proceeds derived from its recent market sales and approximately $35,000,000
borrowed from Textron Financial Corporation pursuant to a credit facility that
was also funded to repay the debt. Under the terms of the credit facility, the
Company is required to provide certain collateral to secure the loan within 60
days to avoid additional costs. The Company expects to use leasehold mortgages
and other assets related to its Company-operated restaurants to provide the
collateral. Citicorp Franchise Advisory Services served as advisor for the
credit facility transaction.

Daniel J. Dorsch, President and Chief Executive Officer commented, "I am
pleased that we were able to execute on our plan to reduce our debt down to a
level where it could be refinanced. We still have work to do to secure
collateral for the loan and complete other pending market sales to further
reduce our debt but we have a seasoned team in place to finish the job."
Dorsch continued, "It is a big step for this Company to put this bond debt
behind us. I am confident that our continued focus on improving restaurant
operations, franchisee growth and planned product rollouts will further
strengthen our Company."

  
CHEVAL GOLF: 237-Acre Florida Golf & Tennis Club Files Chapter 11 Petition
--------------------------------------------------------------------------
Cheval Golf & Country Club filed for Chapter 11 bankruptcy protection last
week.  The facility is located in a gated community in Lutz, Florida (near
Tampa/St. Petersburg) and frequented by professional athletes and corporate
executives.

Cheval discloses millions of dollars of debts in its bankruptcy filing,
including $1,700,000 owed to Bank of America.  

A meeting with creditors is scheduled for July 13 in Tampa.

Vice president Rohn Harmer tells a reporter for the St. Petersburg Times
that "the club has no intention of defaulting on its obligations or seeking
cut-rate deals with creditors."  He says that the filing was made to "correct
a legal double-bogey made by a previous attorney.  

"This is not a bankruptcy that we're going through;" Mr. Harmer continues,
"this is a reorganization."

Club members purchased the golf course, tennis courts, restaurants and other
facilities from developer Profundo Inc. in late 1997, Mr. Harmer explains to
the Times.  But an attorney who helped set up the new non-profit organization
made a mistake by creating separate contracts for each shareholder, rather
than a single, master contract.  As a result, Mr. Harmer says, any subsequent
change now needs to be approved by all 140 shareholders, rather than by a
simple majority.  The chapter 11 filing is "just an expedient way to get this
changed," Mr. Harmer is quoted as saying in the Times.


CLARK MATERIAL: Creditors' Committee Retains Houlihan as Financial Advisor
--------------------------------------------------------------------------
Judge Robinson approved an application by the Official Committee of Unsecured
Creditors appointed in the chapter 11 cases undertaken by Clark Material
Handling Company, et al., to retain Houlihan Lokey Howard & Zulkin Capital as
its financial advisor.  Chris R. Di Mauro leads the engagement from Houlihan's
office in Los Angeles.  Pursuant to the terms of an engagement letter dated
May 9, 2000, and executed by Nathan H. Kehm, Assistant Vice President for
Federated Investors, Inc., serving as Co-Chair of the Committee, Houlihan will
receive a $100,000 fee each month from the Debtors' estates for the first
three months of its retention, and $90,000 per month thereafter.  To the
extent that unsecured creditors receive a dividend in excess of 14% of their
claims, Houlihan is entitled to 1.5% of the Aggregate Consideration
distributed to unsecured creditors.  


COSTILLA ENERGY: Louis Dreyfus Emerges with $133.3 Million Offer to Purchase
----------------------------------------------------------------------------
The Oil Daily reports that Costilla Energy moved one step closer to emerging
from Chapter 11 with its approval of Louis Dreyfus Natural Gas as the buyer of
its oil and gas assets for $133.3 million.  A final sale transaction is, of
course, subject to bankrupt court approval.  Costilla, The Oil Daily recalls,
became overextended financially during the 1998-99 downturn and financial
performance has been deplorable. The properties Louis Dreyfus is buying, the
daily industry newsletter explains, are located primarily in the Gulf Coast
region of South Texas and the Permian Basin of West Texas and southeast New
Mexico.


CREDITRUST CORPORATION: Files "Negotiated" Chapter 11 Case in Baltimore
-----------------------------------------------------------------------
Baltimore-based Creditrust Corporation (Nasdaq: CRDT) filed a Petition to
Reorganize under Chapter 11 of the Federal Bankruptcy Code.  The Company also
announced that it has closed a new $5 million debtor-in-possession
(DIP) line of credit with Sunrock Capital.

                                 Background

The Company was founded in 1991 and is a leading information-based purchaser,
collector and manager of defaulted consumer receivables. Creditrust uses its
proprietary pricing models and software systems, as well as extensive
information databases and a skilled workforce to generate significant returns
on purchased receivables. The Company is a pioneer in its field, and has
brought tremendous technology to a once manual industry.

                            Customers and Earnings

As of December 31, 1999, Creditrust managed two million accounts with a
charged-off amount of approximately $5 billion. Creditrust's total revenue for
the year ended December 31, 1999 was $81 million with a net income of just
over $17 million. The Company currently has 350 employees and operates out of
two facilities in Baltimore, MD.

                                Call Centers

The headquarters facility houses the executive and administrative offices
for approximately 100 employees. The main operations center is located two
miles from the headquarters and is designed to house over 600 employees.

                              Existing Financing

Many of Creditrust's receivables were sold in "pools" to wholly owned
subsidiary limited liability companies. The source of the purchase price for
the sale of these pools was the issuance of notes by the subsidiaries to
investors, typically large insurance companies and pension funds. These notes
are secured exclusively by the respective pools. Upon repayment of the bonds,
the remaining receivables are the unencumbered property of the respective
subsidiary, which in turn belongs to Creditrust.

                                What Changed?

Recently, the insurer of three of the subsidiaries' notes, Asset Guaranty
Insurance Company, a wholly owned subsidiary of Enhance Financial Services
(NYSE: EFS), terminated Creditrust's servicing rights in two pools
representing almost half of the Company's accounts. While Creditrust's
subsidiaries continue to own these accounts and the Company will receive all
proceeds after the applicable bonds are retired, the servicing fees normally
paid to Creditrust will now be paid to a successor servicer chosen by EFS.
This sudden loss of almost fifty percent of Creditrust's servicing inventory
prompted an immediate re-evaluation of staff and facility requirements.

                              A Strategic Filing

The Company's management and Board of Directors determined that the expenses
related to the new call center lease in Hunt Valley, Maryland and the
equipment required to operate it, would make the Company's restructuring more
difficult, if not impossible. They concluded that a Chapter 11 proceeding was
the best way to permit the infrastructure to be downsized and enable the
Company to generate positive cash flow from operations.

                         The Subsidiaries Did Not File

While most of the Company's assets are contained in its special purpose
subsidiaries, none of these filed for protection. Creditrust, exclusive of the
non-filed subsidiaries, has assets of $116,288,000 and liabilities of $
27,587,000 as of April 30, 2000.

                       Prompt Plan and Negotiated Filing

The Company has already negotiated modified terms with its senior lender
which should permit a prompt filing of a plan of reorganization. "This is an
unusual filing, the Company is cash flow positive from operations, the
Petition shows that the assets outweigh the liabilities by almost $90 million
dollars, and the existing secured lender has agreed to provide DIP financing,"
said Roger Frankel of Swidler Berlin Shereff Friedman, the Company's special
counsel.

                    Restructured the Company to 350 People

Unlike most companies, Creditrust completely restructured its staff prior to
filing for protection. The Company right-sized itself to reflect the staff
necessary to service the reduced portfolios. The current staff of 350
represent the best trained, most talented and productive of its employees.
While Creditrust has scaled back to its core employees, the Company
anticipates future growth in both accounts and staff, at a reasonable,
measured and sustainable pace.

                          Consolidated Operations

The recently built and equipped call center in Hunt Valley, Maryland was
designed to support over 2,000 employees. Given the reduction in size, this
facility and the infrastructure and equipment necessary to run it no longer
met the Company's needs. The Company realized a significant cash savings by
moving its operations back to its previous facilities in Baltimore.

                            The New Financing

Simultaneously with the filing of its petition, the Company closed on a $5
million line of credit from Sunrock Capital, one of the Company's two existing
lenders. This DIP financing is intended to act as a liquidity reserve should
it be needed, and to permit Creditrust to purchase new accounts in the near
future. "Sunrock knows our company well and understands our business model. We
think that their continued support is an important sign. DIP financing has
traditionally been an important factor in other successful reorganizations,"
said Richard J. Palmer, Chief Financial Officer.

                              Expectations

The Company will not have any further staff reductions as a result of this
pre-negotiated filing. The business will continue to operate as usual, and the
employees will not be adversely affected. Creditrust anticipates filing its
plan of reorganization very shortly. The Company intends the plan to provide
for all creditors to be paid in full. The shareholders are expected to retain
their shares with absolutely no further dilution.

Founded in 1991, Creditrust Corporation acquires, manages and collects
delinquent consumer receivables utilizing an information-driven strategy. The
Company uses proprietary technology to acquire receivables primarily
consisting of charged-off Visa(R), MasterCard(R), and private label credit
card accounts issued by major banks and merchants.
  

CROWN VANTAGE: BNY Interposes Limited Objection to Property Sale Procedures
--------------------------------------------------------------------------
Crown Vantage, Inc., asks Judge Randall Newsome sitting in the U.S. Bankruptcy
Court for the Northern District of California in Oakland to approve
streamlined procedures that will allow it to sell surplus property where the
transaction amount does not exceed $50,000 without further court oversight.  
Bank of New York has no objection to the Motion, provided, however, that the
Debtor doesn't try to sell property securing $37 million of revenue bonds for
which BNY serves as the indenture trustee.  Specifically, BNY says, it holds
liens on lots of the Debtors' property located in Michigan and Louisiana.  
With that in mind, BNY asks Judge Newsome to require Crown Vantage to give it
notice of any sales of property located in the States of Michigan and
Louisiana.  


DEVLIEG-BULLARD: Fourth Motion for Extension of Exclusive Periods
-----------------------------------------------------------------
"Until very recently, the time has not been ripe for the Debtor to formulate a
plan of reorganization," Sean D. Malloy, Esq., of McDonald, Hopkins, Burke &
Haber Co., L.P.A., tells Judge Marilyn Shea-Stonum sitting in U.S. Bankruptcy
Court for the Northern District of Ohio.  Throughout DeVlieg-Bullard, Inc.'s
chapter 11 case, Mr. Malloy explains, the Debtor has been exploring a variety
of reorganization initiatives in close consultation with its major creditor
constituencies.  Currently, DeVlieg-Bullard is in the final stages of a
transaction to sell substantially all of its assets to KPS Special Situations
Fund, L.P. (or any party advancing a higher and better offer).  When the sale
is completed, formulation of a chapter 11 plan will fall together quickly.  

Accordingly, the Debtor asks the Court for an extension of its exclusive
period during which to file a plan of reorganization through July 31, 2000,
and an extension of its time to solicit acceptances of such plan through
September 30, 2000.  


DIAGNOSTIC HEALTH: Sale of Three MRI Centers Fetches $11 Million for Estate
---------------------------------------------------------------------------
Judge Harold C. Abramson, sitting in the United States Bankruptcy Court for
the Northern District of Texas in Dallas, approved the sale of three Magnetic
Resonance Imaging centers by Diagnostic Health Services, Inc., to SoCal MRI
Site Management, Inc., for $9,425,000 in cash plus the assumption of
$2,100,000 of DHSI's liabilities.  PWS Group, Inc., acting as a broker in the
transaction, earning a $157,500 commission.  $100,000 of the sale proceeds
will be paid to Comprehensive Diagnostic Imaging, Inc., as a Break-Up Fee
after DHSI topped CDII's best bid in an auction process crafted and supervised
by G. Michael Curran, Esq., of Akin, Gump, Strauss, Hauer & Feld, LLP.


DIAGNOSTIC HEALTH: Newcort & REMM Battle About Whose Liens Come First
---------------------------------------------------------------------
Who holds the first and best lien is the question of the day put before Judge
Abramson in the Diagnostic Health Services, Inc., et al., chapter 11 cases
pending in Dallas.  Newcourt Financial USA, Inc., and DHSI entered into an
agreement allowing the Debtors to continue using $1,715,000 of cash collateral
following the petition date.  REMM Liquidating Trust and Matrix Funding
Corporation (represented by Raymond J. Urbanik, Esq., and Kevin M. Lippman,
Esq., at Hunsch Hardt Kopf & Harr, P.C.), as assignee of a $9.9 million loan
originally extended by Texas Commerce Bank, N.A., says that the cash
collateral isn't Newcourt's.  Rather, the cash collateral Newcourt gives its
okay to use is what secures REMM's claims against DHSI.  REMM does not tell
the Court that it is unwilling to allow DHSI continued use of the cash
collateral, but insists that it, rather than Newcourt, be provided with
adequate protection of its security interests.


DIMAC HOLDINGS: Retains Logan & Company as Claims Agent
-------------------------------------------------------
Dimac Holdings, Inc., et al., tell Judge Walrath they have selected New
Jersey-based Logan & Company to serve as their Claims and Noticing Agent in
their chapter 11 cases.  Kathleen Logan leads the engagement and attests to
the Firm's disinterestedness.  


EAGLE FOOD: Requests Cautionary Extension of Exclusive Periods
--------------------------------------------------------------
"This bankruptcy case has been morning forward rapidly and, on April 17, 2000,
the Debtor filed its Disclosure Statement with Respect to [the] First Amended
Plan of Reorganization of Eagle Food Centers, Inc.," David R. Hurst, Esq., of
Skadden, Arps, Slate, Meagher & Flom LLP, tells Judge McKelvie.  "Although the
hearing on confirmation of the Debtor's Plan is scheduled to go forward at the
July 7, 2000 omnibus hearing, with consummation of the Plan to follow soon
thereafter," Mr. Hurst continues, "out of an abundance of caution the Debtor
nonetheless seeks to the Exclusive Periods for 30 days so that it will not be
prejudiced should confirmation of the Plan be delayed."  

Specifically, Eagle asks Judge McKelvie to extend (A) its exclusive period
during which time to file a plan of reorganization through July 28, 2000, and
(B) its exclusive period during which to solicit acceptances of that Plan
through September 26, 2000, without prejudice to the Debtor's right to seek
further extensions nor to the right of any party-in-interest to seek to reduce
the Exclusive Periods for cause.  


EXCELSIOR-HENDERSON: Will Make Lease-Related Decisions at Time of Confirmation
------------------------------------------------------------------------------
A plan of reorganization was recently filed by Excelsior-Henderson Motorcycle
Manufacturing Company and all signals point to confirmation of that plan at a
July 10 hearing before Judge Robert J. Kressel in Minnesota.  The Plan
provides that all leases not already rejected will be assumed by Reorganized
Excelsior.  But, to provide the estate with maximum flexibility in the off-
chance event that confirmation should be denied, Michael K. Meyer, Esq., of
Ravich Meyer Kirkman McGrath & Nauman explains, the Debtor asks the Court to
extend the deadline by which it must decide whether to assume, assume and
assign or reject non-residential real property leases through the time of
confirmation of the Plan, but no later than July 31, 2000.  


FLOORING AMERICA: Announces Management Changes to Move Restructuring Forward
----------------------------------------------------------------------------
Flooring America, Inc. (NYSE:FRA) yesterday announced several senior executive
moves as part of its continuing effort to reorganize the company and refocus
on its core business. Flooring America filed for Chapter 11 bankruptcy
protection last Thursday.

According to Chairman and CEO David Nichols, the changes and promotions
represent the type of executives and structure Flooring America needs to move
forward.

"These executives will be the core of a renewed Flooring America," said
Nichols. "They are committed to rebuilding this company the right way, and the
new talent and positions will help us maximize the skills of our top
executives."

As previously announced, Mike Cherico has been named president of the
Flooring America franchise system and will remain as president of GCO Carpet
Outlet franchise system. Cherico has many years of experience in the franchise
business, which will be key as Flooring America shifts its focus towards a
business model emphasizing franchising. Other changes include:

   -- Jim Frede, a veteran of Mercantile Stores Company and
      Federated Department Stores, has joined Flooring America as
      executive vice president for operations. Frede has an
      extensive background in operations, logistics, and execution.
      All retail stores now will report directly to Frede.

   -- Also as previously announced, Ron Dunn will remain president
      of Carpets Plus, a division of Flooring America. Dunn was a
      member of the team that helped Mohawk Carpet grow from a $250
      million to a $1.8 billion company in four years. This
      experience will provide invaluable industry expertise for the
      new Flooring America team.
      
   -- Steve Coburn, formerly executive vice president of operations,
      has become the company's chief financial officer.

   -- Sue Salg has been named senior vice president of planning. An
      eight-year Flooring America veteran, Salg previously has
      served as the company's controller and handled budgeting,
      projections and financial analysis. She will help identify any
      other potential company store closings.

   -- Bart Levich has been named president of merchandising. A
      30-year industry veteran, Levich has held various positions
      with Shaw Industries, Nebraska Furniture Mart, New York Carpet
      World and Carpet One. He joined Flooring America in December
      as senior vice president of merchandising.
  

FLOORING AMERICA: NYSE Trading Halt Continues; Delisting Underway
-----------------------------------------------------------------
The New York Stock Exchange is preparing to delist shares in Flooring America,
Inc., following its chapter 11 filing in Atlanta.  Until that process is
completed, the NYSE indicates that it will not permit shares to be traded on
the Big Board.  
  

GST TELECOM: Sprint Says Promise to Pay Not Adequate Assurance Under Sec. 366
--------------------------------------------------------------------------
GST Telecom, Inc., et al., whose chapter 11 cases pend in Delaware, is a long
distance reseller.  Sprint Communications Company, L.P., provides GST with
$1.25 million of service each month.  The nearly-standard form promise of a
Delaware debtor to pay for future service is insufficient in this case, Sprint
argues, to comply with the requirement under 11 U.S.C. Sec. 366 that a debtor
provide utility companies with adequate assurance of future payment within 20
days of the petition date.  

Sprint wants a two-month security deposit -- $2.5 million in GST's case --
David W. Carickhoff, Jr., Esq., of Cozen and O'Connor tells the Delaware
Court.  Sprint has tried to talk to the Debtors about the issue, but GST feels
no rush and has dragged its feet.  A month into the chapter 11 process, Sprint
still hasn't seen any money from GST.  Sprint understands the difficulty GST
would have in posting a $2.5 deposit.  It is willing to accept $325,000 weekly
payments in advance from GST for post-petition service.  


INACOM: IntelliMark Offers Support Services to Inacom Employees & Customers
---------------------------------------------------------------------------
IntelliMark IT Solutions, a national integration solutions player in the IT
services industry, announced its offer of assistance to Inacom employees and
customers in wake of Inacom's announcement last Friday that it is filing
Chapter 11 and terminating services to clients.  IntelliMark has been working
with Inacom employees and clients to provide strategic alternatives since the
announcement last week.

"Many of our people have personal relationships with their employees and
customers," says John Willett, Executive Vice President and Chief Operating
Officer of IntelliMark.  "With the announcement last Friday, our phone began
ringing with people looking for assistance. We recognize the quality and
skills of Inacom's services employees and are working to see where there's a
fit with our company. Like their employees, this announcement also leaves
Inacom's customers exposed. Our solutions cover the entire technology life
cycle, including design, implementation, and support, and we are working with
Inacom customers to extend our technology solutions to them."

IntelliMark IT Solutions has already been in contact with various Inacom
customers to discuss strategic solutions specifically for help desk, systems
integration, deskside support, and break/fix services. Customers in need of
assistance may contact a national sales executive at 877-765-8366.


KITTY HAWK: Creditors' Committee Retains Forshey & Prostok as Counsel
---------------------------------------------------------------------
Judge Barbara J. Houser, overseeing the chapter 11 reorganization cases
undertaken by Kitty Hawk, Inc., and its debtor-affiliates, before the
bankruptcy court in Fort Worth, Texas, approved an Application presented by
the Official Committee of Unsecured Creditors for permission to retain J.
Robert Forshey, Esq., and Jeff Prostok, Esq., of Forshey & Prostok, L.L.P., as
its counsel, nunc pro tunc to May 11, 2000.  


LEASING SOLUTIONS: Second Request for Extension to Make Decisions on Leases
---------------------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 365(d)(4), Leasing Solutions, Inc., asks the U.S.
Bankruptcy Court for the Northern District of California for an extension of
time, through August 31, 2000, within which it must decide whether to assume,
assume and assign or reject its non-residential real property leases.  To
effectuate the Plan of Reorganization proposed by LSI on May 19, 2000,
contemplating an orderly liquidation of LSI's assets by September 1, 2000, LSI
will require continued use of its San Jose and Sacramento Offices, Eric D.
Winston, Esq., of Stutman, Treister & Glatt P.C. explains to Judge Weissbrodt.


MEDPARTNERS PROVIDER: Special Monitor-Examiner Objects to Disclosure Statement
------------------------------------------------------------------------------
J. Mark Abernathy, the Special Monitor-Examiner appointed by the U.S.
Bankruptcy Court in Los Angeles, objects to the adequacy of the Disclosure
Statement to Accompany [the] Second Amended Plan of Medpartners Provider
Network, Inc., dated May 22, 2000.  

Mr. Abernathy says the document on file with the Court is an idea or a draft
of an idea, not a disclosure statement meeting the standard required under 11
U.S.C. Sec. 1125.  Nobody signed the document, critical exhibits are missing,
there are numerous blanks and notations indicating that paragraphs and pages
of text need to be added or updated.  Mr. Abernathy understands that on-going
negotiations are taking place between the Debtor and the Creditors' Committee,
but he's not been invited to that party.  

For all the nits that can be picked, however, the important piece of
information that's missing that will allow creditors to make an informed
decision about whether they should vote to accept or reject Medpartners' Plan,
Mr. Abernathy indicates, is a clear statement about what creditors will
receive on account of their claims.  

Additionally, there are elections that creditors must make about whether they
want to take what they can now or sign-on with Caremark in the hope of
receiving more in the future.  The options are confusing and the mechanisms
and procedures for making those elections are unclear.  Crucial information
that creditors need to understand is buried in the Disclosure Statement and a
maze of defined terms renders that buried language unintelligible, Mr.
Abernathy complains.  

A hearing on Medpartners' Disclosure Statement is schedule for June 27 at
10:00 a.m. in Los Angeles.  


MERIDIAN CORPORATION: Debtors Call it Quits; DIP Lender Gets the Assets
-----------------------------------------------------------------------
Meridian Corporation aka Medshares, Inc., Symphony Home Care Services No. 18-
Louisiana, Inc., and their 127 affiliated debtors have thrown in the towel on
their reorganization.  They've retained Commercial Appraisal Service to
coordinate the sale and disposition of their assets.  The proceeds of those
sales will be paid to the DIP Lenders, National Century Financial Enterprises,
Inc., National Premier Financial Services, Inc., NPF VI, Inc., NPF VIII, Inc.,
NPF IX, Inc., and NPF X, Inc.

The decision to abort the reorganization effort was made when the Debtors'
efforts to sell their business as a going-concern fell apart on the courthouse
steps.  Judge Jennie D. Latta will oversee the sale of the Debtors' assets and
will require an accounting of all sale proceeds received, reserved to satisfy
competing liens, and delivered to the NPF.  

Thomas H. Fulton, Esq., of Humphreys, Dunlap, Wellford, Acuff & Stanton, P.C.,
in Memphis (901/523-8088) represents the Debtors.  Ernest B. Williams, IV,
Esq., of Williams & Prochaska, P.C., in Memphis (901/577-1000) represents NPF.  


MICHAEL PETROLEUM: Court Okays Debtors' Retention of Royalty Auditor
--------------------------------------------------------------------
Michael Petroleum Corporation and its debtor-affiliates, whose cases pend
before the U.S. Bankruptcy Court in Laredo, Texas, sought and obtained
permission from Judge Wesley W. Steen to employ Alton R. Davis and Pannell
Kerr Forster of Texas, P.C., as Royalty Auditors in connection with an
adversary proceeding concerning dispute arising under the so-called Schwartz
and Rottersmann leases.  Half of the audit fees will be paid by the Debtors
and half will be paid by the Lessors/Royalty Owners.


MICROAGE, INC.: Proposes 10% to 75% Bonuses to Retain Employees
---------------------------------------------------------------
"MicroAge Inc., hoping to keep employees during its Chapter 11 case, has
proposed a 10% bonus for rank-and-file workers and managers who stay with the
company throughout the reorganization," the Arizona Business Gazette reports,
adding that "[h]igher-ranking employees would get bigger bonuses, as much as
75% in the case of the top seven executives."


MICROAGE INC.: Form 10-Q Should be Delivered to the SEC Today
-------------------------------------------------------------
Because of "the elimination of several hundred positions," following its
chapter 11 filing, MicroAge Inc., tells the Securities and Exchange Commission
that it will be impossible to timely file its latest quarterly report.  The
Company indicates that its quarterly financials won't be pretty.  Anticipate
losses for the quarter from restructuring and reorganization charges as well
as extraordinary charges to write off capitalized financing fees.  MicroAge
anticipates delivery of its Form 10-Q to the SEC sometime today.  


MMH HOLDINGS: U.S. Trustee to Convene Meeting of Creditors on July 7, 2000
--------------------------------------------------------------------------
The United States Trustee for Region III will convene a meeting of creditors
of MMH Holdings, Inc., Morris Material Handling, Inc., and their related
Debtors, at 1:00 p.m. on July 7, 2000, in Room 2313 at 844 King Street in
Wilmington, Delaware, pursuant to 11 U.S.C. Sec. 341(a).  

A Debtor representative is required to appear at the meeting, pursuant to Rule
9001(5) of the Federal Rules of Bankruptcy Procedure, for the purposed of
giving answers to questions posed by the United States Trustee and creditors
under oath.  

Alan Hyman, Esq., at Proskauer Rose LLP in New York, serves as lead counsel to
the Debtors.  Mary Caloway, Esq., at Klett, Rooney, Lieber & Schorling serves
as local counsel to the Debtors in Wilmington.  


NUWEB SOLUTIONS: Announces Post-Effective Date Reverse Stock Split
------------------------------------------------------------------
NuWeb Solutions, Inc. (NQB:NWEB) (CUSIP no. 67069B102) ("NuWeb") announced
that as of the close of business on May 4, 2000, the Company effected its 1-
for-1.8 reverse stock split (hereafter the "Stock Split"). In addition, NuWeb
had effected its Plan of Reorganization pursuant Chapter 11 of the Unites
States Bankruptcy Code which became effective on October 10, 1999, and which
entitled each holder of the Company's pre-bankruptcy common stock (CUSIP no.
212178503) to a pro rata portion of 400,000 shares of the common stock (the
"Plan of Reorganization" and together with the Stock Split referred to as the
"New Issuance"). As a result of the New Issuance, for every thirty-seven and
one-half shares of common stock (CUSIP no. 212178503) of the Company owned by
a shareholder, such shareholder shall be entitled to one share of common stock
(CUSIP no. 67069B102) (37.5 for 1).


PRISON REALTY: Moody's Downgrades Ratings on $100 Million of Securities
-----------------------------------------------------------------------
Moody's Investors Service has lowered the cumulative preferred stock rating of
Prison Realty Trust to "caa" from "b3", and the non-cumulative preferred stock
shelf rating to (P)"ca" from (P)"caa".  These ratings, which had been placed
under review for downgrade on January 12, 2000, remain under review for
further downgrade. The B2 senior unsecured debt and B1 secured bank line
ratings are unchanged, but also remain under review for downgrade.

According to Moody's, these rating downgrades reflect the likelihood of Prison
Realty omitting its next preferred dividend payments due to restrictions in
its recent bank line waiver and amendment agreement. The waiver agreement
requires the REIT to obtain a $100 million equity infusion prior to the
payment of any preferred dividends. Although Pacific Life Insurance Company
has agreed to backstop a $200 million rights offering, as part of a broader
restructuring plan for the REIT, that should satisfy the equity infusion
provisions of the waiver agreement, the restructuring plan remains subject to
certain conditions, including Pacific Life's approval of the bank line waiver
and amendment agreement. To date, Pacific Life has not indicated whether that
agreement meets its approval. Further, the rights offering will not in any
case be consummated prior to the next preferred stock dividend payment date.

Prison Realty Trust is a REIT that is the largest private owner of
correctional facilities in the world. According to Moody's, the REIT and its
operating company affiliates have a leadership position in the private
corrections business. However, the REIT has been facing a challenging capital
market environment, and its aggressive growth strategy through this time
period has weakened its financial fundamentals, including those of its largest
lessee, Corrections Corporation of America. Moody's noted that Prison Realty's
ability to obtain covenant default waivers, along with increased capacity of
$55 million under its credit facility, is encouraging and reflects positive
efforts to alleviate financial pressures on the company; however, the complex
restructuring process remains a key challenge. The REIT's ratings remain under
review for downgrade to reflect the uncertainty regarding the REIT's ability
to consummate a restructuring deal with Pacific Life and thereafter achieve
financial stability.

Prison Realty Trust, Inc. (NYSE: PZN), headquartered in Nashville, Tennessee,
USA, is the largest real estate investment trust investing in correctional
facilities. The REIT reported total book assets of $2.7 billion, and equity of
$1.4 billion, at December 31, 1999.


RECYCLING INDUSTRIES: Committee Wants Permission to Claims Against DIP Lender
-----------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Recycling Industries, Inc.,
and its debtor-affiliates asks the Bankruptcy Court in Denver for authority to
pursue the Debtors' causes of action against the Company's DIP Lenders.  The
Court will entertain the Committee's Application (and the DIP Lenders'
objections to the request) at a hearing on June 26.  Thomas Mayer, Esq., and
David Feldman, Esq., of Kramer Levin Naftalis & Frankel LLP, represent the
Committee in these chapter 11 cases.  


SANTA FE GAMING: Hotel Sale to Station Casinos will Fund Plan Obligations
-------------------------------------------------------------------------
Santa Fe Gaming Corporation's wholly owned subsidiary, Santa Fe Hotel Inc.
has agreed to sell substantially all of the assets of the Santa Fe Hotel &
Casino in Las Vegas, to Station Casinos, Inc. Additionally, Station
Casinos has agreed to lend up to $36 million to the company's wholly-owned
subsidiary, Pioneer Hotel Inc. The sale price for the Hotel/Casino is
approximately $205 million in cash, with Station Casinos to receive a
credit against this price for the amount of its loan to Pioneer Hotel.

Funds received from these transactions will be used, in part, to retire
indebtedness of Santa Fe Hotel Inc. and substantially all of the
indebtedness of the company and its other subsidiaries, including the
Pioneer Hotel Inc. obligations under its confirmed Chapter 11 Plan of
Reorganization. In connection with these agreements, the company will
grant Station Casinos an option to purchase the approximately 20 acres of
undeveloped property which is located near the Hotel/Casino. Additionally,
the company and its affiliates will be subject to certain limited
non-competition agreements with Station Casinos. Consummation of the
transactions are subject to satisfaction of various conditions precedent,
including approvals by Nevada state and local gaming regulatory authorities
for the sale of the Hotel/Casino.

The company also owns and operates the Pioneer Hotel and Gambling Hall in
Laughlin, Nevada and owns property on Las Vegas Boulevard for possible
future development.


SHAPE, INC.: Chapter 22 Bankruptcy for Maine Recorded Media Manufacturer
------------------------------------------------------------------------
Shape Inc. filed its second chapter 11 bankruptcy petition in 12 years this
week.  Shape is the second-largest employer in Kinnebunk, Maine, with a staff
of 212 workers.  The Company discloses that it owes $37,500,000 to creditors.  
Shape manufactures audiocassettes, videocassettes, compact disc cases and
computer accessories.  

Jacob Manheimer, Esq., of Portland-based Pierce Atwood, representing Shape,
says that the Company is intent on crafting a plan of reorganization under
chapter 11 to solve its financial problems.  Mr. Manheimer suggested in a
press interview that "the plan could include finding new investors or selling
the company."

Peter Ciriello, Shape's president, blames cheap foreign labor and the price
of resin, which has doubled in the past year, for some of the company's
financial troubles.  Shape also has debts from investments made in the mid-
1990s, which has hindered the company from investing in new products, Mr.
Ciriello says.  


SIRENA APPAREL: Judge Robles Extends Term of DIP Loan to July 31, 2000
----------------------------------------------------------------------
The Sirena Apparel Group, Inc., sought and obtained approval from the
Bankruptcy Court in Los Angeles of a Seventh Amendment to the $25,250,000 DIP
Financing Facility underwritten by Foothill Capital Corporation.  The Seventh
Amendment extends the term of the facility to July 31, 2000.  

The Debtor cannot adequately satisfy its postpetition obligations and operate
its business without obtaining the funds made available under the DIP
Facility, David A. Gill, Esq., of Danning, Gill, Diamond & Kollitz told Judge
Ernest M. Robles at a hearing late last week.


STAGE STORES: 60 Stores Closing Now & Interim CEO Looks to Closing 100 More
---------------------------------------------------------------------------
Stage Stores, tells the Bankruptcy Court in Houston that it must close 60
cash-draining stores across the country.  No decisions have been made about
Stage's remaining 600 stores in 33 states.  Interim Chief Executive Jack
Wiesner says he plans to concentrate on its most profitable stores in
Oklahoma, Louisiana and Texas.  Mr. Weisner also anticipates announcing
another round of up to 100 closings within weeks.

  
STRAUSS DISCOUNT: IBJ Whitehall Retail Extends $15MM of Financing to Buyers
---------------------------------------------------------------------------
IBJ Whitehall Retail Finance announced yesterday that it has provided a $15
million, three year, revolving credit facility to a new company formed to
acquire the assets of Strauss Discount Auto, a 70-year old retailer of
aftermarket automotive replacement parts headquartered in South River, New
Jersey.

Strauss Discount Auto, which currently has 91 stores in New York, New
Jersey and Pennsylvania, has been operating in Chapter 11 since June 1998.
Glenn Langberg of Charon Investments LLC, together with Schottenstein
Bernstein Capital Group, were successful in their bid to purchase the
company's assets out of bankruptcy in February. Their successful bid was
supported by the $15 million credit facility provided by IBJ Whitehall Retail
Finance.

"All the professionals we worked with at IBJ Whitehall Retail Finance were
very knowledgeable about retailing, the bankruptcy process, and financing
acquisitions, and they provided us with a competitive financing arrangement.
We were very impressed with their responsiveness given the complexities of
this transaction," stated Langberg, who is now Chairman and principal
stockholder of Strauss Discount Auto.

According to Robert Barnhard, President of IBJ Whitehall Retail Finance, "At
IBJ Whitehall, we aggressively seek opportunities such as this one where we
can utilize our retail expertise and lending creativity to help clients
achieve their goals. Today, retailers are recognizing the benefits of our
middle market retail expertise and how it can help them in a variety of
acquisition, restructuring and recapitalization situations. IBJ Whitehall is
looking forward to a long and successful relationship with Strauss Discount
Auto."

IBJ Whitehall Retail Finance provides asset-based financing arrangements and
a full array of commercial banking products exclusively to middle market
retailers nationwide. It specializes in senior secured debt facilities for
growth, acquisition and restructuring situations, including debtor-in-
possession and emergence financing. IBJ Whitehall Retail Finance is a division
of New York-based IBJ Whitehall Financial Group, a leading provider of
financial services to middle market companies since 1923.
  

SYSTEM SOFTWARE: Needs A Few More Days to Prepare Schedules & Statements
------------------------------------------------------------------------
Circumstances beyond those foreseen at the time it commenced its chapter 11
case and continued shortages of personnel have made it impossible for the
Debtor to compile and submit its Schedules and Statements, Laura Davis Jones,
Esq., of Pachulski, Stang, Ziehl, Young & Jones, P.C., tells Judge McKelvie.  
Accordingly, System Software Associates, Inc., sought and obtained an
extension of the time within which it must file its Schedules of Assets and
Liabilities and Statements of Financial Affairs through June 23, 2000.  


SYSTEM SOFTWARE: Reports Second Quarter Loss of $77 Million
-----------------------------------------------------------
System Software Associates, Inc., reports a $77 million second quarter net
loss in its Form 10-Q filing with the Securities and Exchange Commission.  
SSAI notes that, while revenues declined, there was a $36.9 million reduction
in costs and expenses, including a $14.7 million reduction in sales and
marketing, research and development and general and administrative expenses.


TELEQUEST: Bank Agrees To Provide Cash, Trustee Appointed & Fletcher Retained
-----------------------------------------------------------------------------
Judge Steven A. Felsenthal approved a $500,000 interim cash collateral
agreement between Telequest Corp. and Guaranty Federal Bank allowing the Texas
telemarketing company to continue operations for two more weeks and issue
paychecks to the company's 300 employees.  Guaranty consented to the deal only
after Telequest agreed to appointment of an independent trustee to oversee
management of the company and work with company management to determine if a
buyer can be found.  The company, with Judge Felsenthal's okay, hired Fletcher
Management Group, a Dallas consultant, to seek a buyer.

In post-hearing interviews with local reporters, Tim Kreatschman, the
company's chief financial officer, praised Judge Felsenthal's mediation
efforts and 11th-hour persuasion applied to Guaranty to keep the company in
business.  


TOWN & COUNTRY: First Amended Plan of Reorganization is Confirmed
-----------------------------------------------------------------
Charles R. Dougherty, Esq., of Hill & Barlow in Boston, gives notice that the
Honorable William C. Hillman of the United States Bankruptcy Court for the
District of Massachusetts (Eastern Division) entered, on June 14, 2000, an
Order Confirming [the] First Amended Plan of Reorganization of Town & Country
Fine Jewelry Group, Inc.  


TRANSCOASTAL MARINE: Files Voluntary Chapter 7 Petition in Houston
------------------------------------------------------------------
TransCoastal Marine Services, Inc. (Nasdaq:TCMS) filed a voluntary petition
for Chapter 7 Liquidation in the U.S. Bankruptcy Court for the Southern
District of Texas. Voluntary bankruptcy petitions were filed not only for
TransCoastal Marine Services, Inc., but also for a number of its subsidiaries
forming its Pipeline & Marine Group.

The Company had been attempting to recapitalize through either divestiture of
its ongoing pipeline operations or raising equity capital. However, without an
immediate equity infusion, continued operations were not feasible. The Company
further announced that it has discontinued the operations of its Pipeline &
Marine Group.

Significant factors that prevented the Company's ability to complete a timely
recapitalization included: the assertion of approximately $28 million in
claims by Chevron Global Technology Services Company against Dickson GMP
International, Inc. (a wholly-owned subsidiary of TCMS) and delayed recovery
in the oilfield service markets. Deferred collection on a significant Mexican
receivable also severely impacted the ongoing liquidity of the Company.


UNITED KENO: Obtains Financing From Vermeil Mining to Fund CCAA Proceeding
--------------------------------------------------------------------------
The Globe and Mail reports that United Keno Hill Mines Ltd., which is
operating under the Companies' Creditors Arrangement Act, has agreed to sell
6.5 million convertible preferred shares to privately owned Vermeil Mining
Inc. for $6.5 million.  Both companies are based in Toronto.  The preferred
shares will be convertible into 12.5 common shares of United Keno for the
first two years, into 10 common shares of United Keno for the next two years
and into 7.5 common shares of United Keno for the final year. The financing
also includes an offer to provide $16 million in project financing to develop
the Elsa silver, lead and zinc mines in the Yukon. The proposal is subject to
the approval of the Superior Court of Ontario and creditors.


UNITRENDIX CORP.: IT Consulting Firm Files Chapter 11 Petition in California
----------------------------------------------------------------------------
Unitrendix Corp., an information-technology consulting firm based in Torrance,
California, filed for protection from creditors under Chapter 11.  Unitrendix
discloses $4.5 million in assets and $8.1 million of debts.  The Clerk in Los
Angeles assigned case number is LA00-24638-EC to the proceeding.  Lorraince
Loder, Esq. (213-623-8774) represents the Debtor in its restructuring effort.  


WASTE MANAGEMENT: Reaches Settlement with SEC on 2Q-1999 Financial Disclosures
------------------------------------------------------------------------------
Waste Management Inc. (NYSE:WMI) agreed to a settlement with the Securities
and Exchange Commission related to its disclosures of information about
expected earnings and revenues for the second quarter of 1999.

In the settlement, Waste Management consented, without admitting or denying
the SEC's findings, to the SEC's entry of an administrative order that Waste
Management cease and desist from committing or causing violations of certain
of the antifraud, books and records, and internal controls provisions of the
federal securities laws. Specifically, the SEC's Order finds that, at least by
June 9, 1999, the Company was aware of sufficient adverse information about
its second quarter performance to make its continued support of public
forecasts unreasonable. On July 6, 1999, Waste Management announced that both
its second quarter revenues and earnings per share would be lower than
previously anticipated. The SEC order assessed no monetary penalty or fine
against the Company. As previously disclosed, the Company cooperated fully
with the SEC in its inquiry.

"We are pleased to be able to resolve this matter and focus on moving Waste
Management forward," said A. Maurice Myers, who in November became chairman,
chief executive officer and president of Waste Management. "We are in the
process of rebuilding Waste Management and we are working hard to regain our
credibility with our people and investors."

Mr. Myers added: "We have put into place a new management team comprised of
industry veterans and people with experience in running large corporations.
And, equally important, we are investing in our management information and
financial systems to help us run our company more effectively, serve our
customers, and continue to provide the financial community the complete
transparency and quality financial reporting investors expect in our financial
disclosures."

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


WORLDWIDE DIRECT: CoMac Offers $2,100,000 Cash for $7,000,000 SmarTalk Claim
----------------------------------------------------------------------------
An auction will be held in the Worldwide Direct, Inc., et al., bankruptcy
cases, to sell an allowed, non-subordinated, non-priority, general unsecured
$7,000,000 claim originally held by Fletcher International Ltd., against
SmarTalk TeleServices, Inc.  Under a bankruptcy court-approved settlement
agreement Fletcher sold the claim to the Worldwide debtors for $2,100,000.  

CoMac Partners, L.P., serving on the Official Committee of Unsecured Creditors
appointed in the Worldwide cases, offers to pay the Worldwide debtors
$2,100,000 for the Claim, subject to higher and better offers.  

Parties interested in submitting competing offers must contact James O.
Johnston, Esq., at Hennigan, Bennett & Dorman (213/694-1200) no later than two
business days before a July 13, 2000, auction to be held at Young, Conaway,
Stargatt & Taylor LLP's office in Wimington.  Competing bids must be all-cash
deals, and bidding will occur in $25,000 increments.  


Bond Pricing for the Week of June 19, 2000 from DLS Capital Partners
--------------------------------------------------------------------
Following are indicated prices for selected issues:

   Issuer                 Issue              Price
   ------                 -----              -----
Acme Metal             10 7/8 '07         13 - 15(f)
Advantica              11 1/4 '08         64 - 66
Asia Pulp & Paper      11 3/4 '05         70 - 72
Conseco                     9 '06         67 - 69
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 - 14(f)
Geneva Steel           11 1/8 '01         16 - 17(f)
GST Telecom            13 7/8 '05         54 - 56(f)
Iridium                    14 '05          3  - 4(f)
Loewen                   7.20 '03         34 - 36(f)
Paging Network         10 1/8 '07         37 - 39(f)
Pathmark               11 5/8 '02         22 - 24(f)
Revlon                  8 5/8 '08         48 - 50
Service Merchandise         9 '06          6  - 8(f)
Trump Atlantic         11 1/4 '06         70 - 72
TWA                    11 3/8 '06         38 - 42
Vencor                  9 7/8 '06         10 - 12(f)


                                    *********

The Troubled Company Reporter is now published in four editions each day.  The
TCR covers troubled companies located in the United States and Canada.  
Coverage of companies indicating signs of financial strain in other geographic
regions is provided in the TCR Asia Pacific, TCR Europe and TCR Latin America.  

A listing of insolvency-related Meetings, Conferences and Seminars appears
each Tuesday in the TCR.  Submissions via e-mail to conferences@bankrupt.com
are welcome and encouraged.  

Bond pricing data, appearing each Friday, is supplied by DLS Capital Partners,
Dallas, Texas.  

                                    *********

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 e-mail.
Additional e-mail subscriptions for members of the same firm for the term of
the initial subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 301/951-6400.


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