TCR_Public/000627.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 27, 2000, Vol. 4, No. 125

                   Headlines

AUREAL INC: Hearing Date on Sales Procedures
BREED: Compromise With DMR Approved
BROTHERS GOURMET COFFEES: Seeks Extension To Object to Claims
CARA COLLISION: Judge Permits Customers To Claim Cars
CFI MORTGAGE: Stipulation and Order Regarding Nikko Claim

CONSECO: Tries To Renegotiate Terms of $2.3 Billion in Bank Loans
DAEWOO MOTOR: Report Daimler-Hyundai Agree on Joint Bid
DAEWOO MOTOR: Hyundai-Daimler Alliance in Stalemate?
DIAGNOSTIC HEALTH: Joint Motion To Approve Compromise
DRKOOP.COM: Receives $1.5 Million Bridge Loan

EDISON BROTHERS: Motion To Convert Case To Chapter 7
FLOORING AMERICA: Shuts Down Four San Antonio Stores
GENESIS: Motion For Approval of $250,000,000 DIP Financing Pact
GENICOM: To Sell Printer Division, Document Solution Company
INACOM CORP: Westcon Group Agrees To Purchase Subsidiary

INTEGRATED HEALTH: Taps Latham & Watkins as Special Counsel
MONEY STORE: First Union To Close Down Operations
OREGON POTATO: Up and Running After Chapter 11 Filing
OWENS CORNING: Predicts Reduction of Sales and Income
PRIME RETAIL: Lehman Brothers Offers Financing Package

RANDALL'S ISLAND: Approving Global Bidding Procedures Program
SABTRATEK: Committee Objects To Baxter's Motion for Arbitration
SANDS HOTEL: Opens $15 Million Renovation Project
SEIYO CORP.: Saison Group to shoulder 90B yen for Seiyo
SUN HEALTHCARE: Motion For Extension To Assume/Reject Leases

TOTAL RENAL CARE: Divestiture of Non-Continental U.S. Operations
VISION TWENTY-ONE: Announces Status of OptiCare Transaction

Meetings, Conferences and Seminars

                   *********

AUREAL INC: Hearing Date on Sales Procedures
--------------------------------------------
The debtor, Aureal, Inc. d/b/a Silo.com filed a notice of and
motion for order establishing sales procedures for the proposed
sale of substantially all the assets of the estate, i9nclduing
approval of overbid procedures and break-up fee arrangements on
June9, 2000.  The court has continued the hearing date for the
sales procedures motion.  The new hearing date regarding the
sales procedures motion is June 29, 2000 at 9:30 AM.


BREED: Compromise With DMR Approved
-----------------------------------
The Honorable Mary F. Walrath, US Bankruptcy Court District of
Delaware entered an order on June 16, 2000 approving a compromise
of controversy between Breed Technologies, Inc. and DMR.

The court also granted authority for the debtor to enter into an
Executive Employment Agreement, authorizing the debtors to employ
John Riess and the court further ordered that the financing order
is amended to increase the amount of the "carveout" to cover
Riess' compensation.


BROTHERS GOURMET COFFEES: Seeks Extension To Object to Claims
-------------------------------------------------------------
The debtor, Brothers Gourmet Coffees, Inc. seeks court a court
order granting the debtor additional time to object to any claims
in these cases to the later of September 17, 2000 or thirty days
form the date a claim is actually received by the debtor.

The debtor claims that its time continues to be consumed by
preparations for its post-chapter 11 operations.


CARA COLLISION: Judge Permits Customers To Claim Cars
-----------------------------------------------------
The Saint Paul Pioneer Press reports on June 20, 2000 that
Bankruptcy Judge Gregory Kishel has approved the request of
defunct CARA Collision & Glass.  About 300 customers will be able
to get back their cars in the company's repair shops, presently
under liquidation.  Bankruptcy trustee Michael Iannacone has
passed on to Minneapolis-based Marquette Capital Bank, one of the
chain's largest creditors for the cars to be released.  Marquette
Capital has collectibles of nearly $1 million and the payments
from customers for the completion of repairs will be used for the
debt CARA owes.


CFI MORTGAGE: Stipulation and Order Regarding Nikko Claim
---------------------------------------------------------
CFI Mortgage, Inc. and Nikko Financial Services, Inc. stipulate
that Nikko shall be granted an allowed unsecured claim against
the debtor's estate in the amount of $1.65 million.  This
stipulation resolves all disputes between the debtor and Nikko
with respect to the Repurchase Agreement, the Settlement
Agreement, the Nikko Claim, the Eleventh Objection and the
Thirteenth Objection.


CONSECO: Tries To Renegotiate Terms of $2.3 Billion in Bank Loans
-----------------------------------------------------------------
According to an article in The Wall Street Journal on June 26,
2000, Conseco Inc., is trying to renegotiate the terms of $2.3
billion in bank loans and is encountering delays in selling its
finance unit.

Of the $2.3 billion it has borrowed, $766 million comes due this
year. The rest is due in 2003. In New York Stock Exchange
composite trading at 4 p.m. Friday, Conseco was down 18.75 cents
at $5.6875.

At the company's annual meeting, acting Chief Executive David V.
Harkins said that Conseco doesn't expect to complete the sale of
its finance unit, formerly called Green Tree Financial Corp.,
until year end. The company had expected to sell the unit, which
has been on the block since March 31, by June 15.

In the first quarter of this year, loss ratios-comparing losses
paid to premiums earned-rose on all lines of health insurance,
eating away at the company's profitability. At the annual meeting
Mr. Harkins said, "We must address expense and loss issues in
certain insurance lines to produce an acceptable level of growth
and profitability."

The article reports that Colin Devine, an analyst for Salomon
Smith Barney, said he is concerned about the continued erosion in
Conseco's core insurance business. "It would seem to me to
foreshadow that there will be bad news to come for investors," he
added.

In recent weeks, the company has taken steps to sell a number of
assets, including its stake in an Indiana riverboat casino and
New York's General Motors Building.


DAEWOO MOTOR: Report Daimler-Hyundai Agree on Joint Bid
-------------------------------------------------------
DaimlerChrysler is to take a stake in South Korea's Hyundai
Motor Co. as part of a deal for a joint bid for the
insolvent Daewoo Motor, a television report said Friday.

YTN television quoted industry sources as saying that
DaimlerChrysler would acquire up to 10 percent of Hyundai
Motor, South Korea's largest automaker with a 70-percent
market share in the country.  The two automakers also
agreed to form a consortium to bid for Daewoo Motor, South
Korea's bankrupt second largest automaker, YTN said.

A Hyundai Motor spokesman declined to comment on the
report.  YTN said Hyundai Motor would announce early next
week details of the strategic alliance it has agreed with
the German-US giant.  The London Financial Times newspaper
said industry analysts estimate DaimlerChrysler could pay
up to 400 million dollars for a 10 percent Hyundai stake.

Under the proposed joint bid for Daewoo, DaimlerChrysler is
expected to take a 40-percent stake of Daewoo, Hyundai
would get 19.9 percent, with 30 percent for creditors and
the rest allocated to Daewoo management and employees, the
Financial Times said.  DaimlerChrysler's management board,
led by Jurgen Schrempp, endorsed the joint apporach with
Hyundai at a meeting this week, it said.

The South Korean government opposes Hyundai acquiring
Daewoo alone, as it would create a monopoly.  But Hyundai's
chances of taking over Daewoo appear to have risen as
surveys showed most South Koreans favor the sale to a
domestic-foreign consortium rather than to a foreign buyer.
US giants General Motors Corp. and Ford Motor Co. are also
bidding for Daewoo Motor.

All the candidates must file offers with Daewoo's creditors
by Monday. By June 30, the committee overseeing the bidding
will select between one and three bidders for detailed
negotiations.  A successful buyer is likely to be announced
in September.  Daewoo Motor is reeling under an estimated
8.6 trillion won (7.6 billion dollars) in debts and has
assets valued at around 12.9 trillion won (11.6 billion
dollars).

Daewoo's factories are capable of producing two million
vehicles a year but are currently running at only about 40
percent capacity. (Agence France Presse  23-Jun-2000)


DAEWOO MOTOR: Hyundai-Daimler Alliance in Stalemate?
----------------------------------------------------
The much-touted alliance deal between Hyundai Motor and
German-U.S. giant DaimlerChrysler, or DC, appears to run
into a last-stage stalemate, analysts said.

Hyundai and DC had planned to announce a broad partnership
agreement, including a joint bid for Daewoo Motor, in a
news conference in Seoul at 3 p.m. yesterday. But the two
automakers put off the announcement to Monday, the deadline
for presentation of the Daewoo bidding, raising speculation
that they still have hurdles to clear in their bilateral
alliance talks, said the analysts.

"Hyundai and DC may have run into last-stage trouble
surrounding their alliance deal," said a stock market
analyst, explaining that DC has the upper card, largely due
to its existing 34.6 percent stake in Japanese automaker
Mitsubishi.

However, Hyundai officials said bilateral negotiations have
been successfully concluded, awaiting the final procedural
approval by DC's supervisor board. "A top DC executive will
fly into Seoul Monday morning to attend a joint signing
ceremony with Hyundai," said Hyundai Motor spokesman Yoo
Jong-jin.

According to Hyundai's informed sources, the alliance deal
will call for Hyundai Motor to sell its 9.9-percent stake,
or 20.49 million shares, to DC for $400 million, or about
20,000 won per share. Also included in the deal will be the
joint development of a subcompact world car and fuel cells
with DC and Mitsubishi, and DC's acquisition of a 50-
percent stake in Hyundai's 60,000-unit-a-year commercial
vehicle plant in Chonju of North Cholla Province.

In the Daewoo Motor bidding, Hyundai will agree to hold
only 19.9 percent in the joint consortium with DC, in its
bid to bypass the government's monopoly regulations, the
sources said. DC will hold 40 percent in the consortium,
giving the remaining 40 percent to creditors and Daewoo
management, they said.

But Hyundai may be allowed to control 50 percent of
Daewoo's profitable passenger car operations in Poland,
they added.  By pairing with DC, Hyundai hopes to overcome
government opposition to Daewoo Motor being bought by
domestic rival Hyundai, which already controls over 70
percent of the Korean market along with its affiliate Kia
Motors.

The Fair Trade Commission has said it would oppose a solo
bid by Hyundai Motor. Yet should it form an alliance with a
foreign bidder, the FTC said the question remains open
depending on Hyundai's stake in the consortium.  In this
regard, the FTC's monopoly probe will play a crucial role
in deciding the success or failure of the Hyundai-DC
consortium, the analysts said.

They said that the escalating family conflict between
Hyundai Group founder Chung Ju-yung and Hyundai Motor-Kia
Motors Chairman Chung Mong-koo may also have negative
effects over Hyundai's Daewoo bid.  The FTC recently
demanded group founder Chung sell off his 6.9-percent stake
in Hyundai Motor as a precondition to the automaker's
separation from the group. Hyundai Motor was supposed to
secede from the group by the end of June.

The FTC charged that the elder Chung has to sell off his
stake in Hyundai Motor to satisfy legal requirements, which
set the maximum cross-unit equity ownership for separation
at 3 percent. But aides to the elder Chung say the group
founder has already washed his hands of group management
after selling off nearly all his shares in Hyundai
affiliates in late May. Mong-koo, who holds about 12-
percent in Hyundai Motor, has been at odds with the elder
Chung after refusing to step down from management.

Meanwhile, three other bidders for Daewoo Motor - Ford
Motor, General Motors and Fiat - are briskly moving to put
finishing touches on their bidding proposals before the
Monday deadline.

Among the three bidders, Ford is turning increasingly
aggressive. Ford officials have thus far hinted the company
will be willing to present more attractive conditions than
any other bidders to buy Daewoo. Ford recently dispatched
its chief spokesperson, Mira Kuma, to better publicize its
determination for the Daewoo Motor takeover.

"The Ford management is strongly determined to buy Daewoo
by whatever means, as the automaker is indispensable to
Ford's global strategy," said the Ford spokeswoman, adding
that Ford Vice Chairman Wayne Booker delayed his visit to
Korea to better oversee the drawing up of the Daewoo
proposals.

In contrast, however, GM is showing increasingly
questionable attitudes and failed to reveal any new cards
towards Daewoo bidding. Entering this week, GM remained
silent on its bidding proposals, refusing to speak on its
determination and willingness in the bidding war.

The U.S. automaker also refused to comment on possible
formation of a joint consortium with Fiat in the Daewoo
bidding. After bids are in, one or two bidders will be
selected for priority negotiations by June 30. For the
finale, two bidders instead of one are expected for
selection by the matchmaker to elicit a better offer out of
the competitors. The successful bidder will then be singled
out by the end of September.  (The Korea Herald  24-Jun-
2000)

DIAGNOSTIC HEALTH: Joint Motion To Approve Compromise
-----------------------------------------------------
Diagnostic Health Services Inc., and its debtor affiliates
together with REMM Liquidating Trust and Matrix Funding
Corporation file a joint motion to approve a compromise and
settlement agreement.

Pursuant to the agreement, the debtors shall pay to REMM and
Matrix, holders of a certain Credit Facility, the sum of $9.3
million in cash from available estate funds as full settlement
for their claims against the debtors in these cases.  REMM and
Matrix agree not to object to the debtors' plan of
reorganization, consistent with the terms of the settlement.


DRKOOP.COM: Receives $1.5 Million Bridge Loan
---------------------------------------------
Drkoop.com, an Internet health-care company chaired and co
founded by former U.S. Surgeon General C. Everett Koop, said
Friday it obtained a $1.5 million bridge loan to stay in business
while it tries to solve its financial problems, according to the
Industry Standard. A bailout could reportedly cost Drkoop
founders control of the company. The company did not disclose the
name of the bank that loaned the money, but said that the bank
has the right to appoint a director to the Drkoop board and will
receive warrants to purchase up to 4 million shares of the
company's stock at 75 cents per share. The company's stock jumped
73 percent, to $2.81, after the announcement.

The Autin, Texas-based company has laid off about 40 percent of
its staff since March 31, and analysts have said that the
company's dire condition leaves few options other than a sale or
bankruptcy. If Drkoop is able to obtain permanent financing, it
may be able to continue as an independent company, albeit not
necessarily under the control of the current management, and the
company said that such funding may be arranged in the coming
weeks. "The company's capital resources are extremely limited,
and its operations continue to operate at a loss requiring that
additional capital be available," the company stated. (ABI 26-
June-00)


EDISON BROTHERS: Motion To Convert Case To Chapter 7
----------------------------------------------------
The Chapter 11 Trustee in the case of Edison Brother Stores, Inc.
seeks an order to convert the case to Chapter 7.


FLOORING AMERICA: Shuts Down Four San Antonio Stores
----------------------------------------------------
The San Antonio Express-News reports on June 20, 2000 that
Atlanta-based carpet and tile retailer Flooring America, which
last week filed for Chapter 11 bankruptcy protection with the
U.S. Bankruptcy court in Atlanta, has shuttered its four company-
owned San Antonio stores, all on the city's North Side, operated
under the CarpetMax brand name.  The company plans to close more
of its remaining 274 corporate stores as part of the
restructuring and will focus instead on its 725 franchise
outlets, which operate under the names CarpetMax, GCO Carpet
Outlet and Carpets Plus, said Chief Executive Officer David
Nichols.


GENICOM: To Sell Printer Division, Document Solution Company
------------------------------------------------------------
Genicom Corporation, the debtor, filed a motion for an order
authorizing a sale of all or substantially all of the assets of
the debtor's printer division, Document Solution Company to
Genicom Holdings, LLC for a purchase price of $7 million.  A
hearing on the motion will be held on July 5, 2000 at 3:30 PM.


GENESIS: Motion For Approval of $250,000,000 DIP Financing Pact
---------------------------------------------------------------
At the Petition Date, Genesis owed $1,290,000,000 to the
syndicate of Prepetition Lenders led by Mellon Bank, N.A., on
account of:

$600,000,000 for three Term Loans of $200,000,000 each;
650,000,000 under a Revolving Credit Facility; and
40,000,000 for a Tranche II Facility extended in August, 1999.  

The Prepetition Facility is secured by substantially all of
Genesis' assets.  

Genesis is party to other secured financings:

     $78,000,000 under a Synthetic Lease Facility led by Mellon;
      55,200,000 under various Mortgages granted on Real
Property;
      14,300,000 under various issues of Industrial Revenue
Bonds; and
      19,300,000 owed to holders of the Bradford Bonds.

By this Motion, the Genesis Debtors seek the Court's authority to
pledge all otherwise unencumbered assets and grant a security
interest in all post-petition receivables to secure borrowings
under a new $250,000,000 superpriority debtor-in-possession
financing facility, pursuant to 11 U.S.C. Sec. 364.  

Genesis tells the Court that the have $2,000,000 in cash in the
bank at the Petition Date.  

Without a new source of new financing, Genesis makes clear, it
will be impossible to meet on-going working capital needs.  In
fact, without immediate access to this new Postpetition Credit
Facility, George V. Hager, Jr., Executive Vice President and
Chief Financial Officer for Genesis, the Genesis Debtors "risk
irreparable harm to their estates and businesses and will be
forced to liquidate their assets."

After conversations with many prospective DIP lenders, Genesis
says, it became clear that (i) no lender would extend credit in
exchange for administrative priority and a junior lien, (ii) a
refinancing of the Prepetition Facility was impossible, (iii) and
no lender, except Mellon, could offer acceptable advance rates on
the timetable necessary.  The Genesis Debtors are convinced that
the DIP Facility proposed by Mellon offers the best deal in town.  

An initial consortium of DIP Lenders:

DIP Lender                        Commitment         Percentage
----------                        ----------         ----------
Mellon Bank, N.A.                   $63,500,000            25.0%
Goldman Sachs Credit Partners, L.P.  62,500,000            25.0%
First Union National Bank            62,500,000            25.0%
Highland Capital Management, L.P.    31,250,000            12.5%
The Chase Manhattan Bank             31,250,000            12.5%
                                    ------------           ------
                                   $250,000,000           100.0%

Mellon Bank, N.A., as Administrative Agent and Arranger, First
Union National Bank, as Syndication Agent, and Goldman Sachs
Credit Partners, L.P., as Documentation Agent, propose to lend
$250,000,000 to Genesis Health Ventures, Inc.  Each of the other
Genesis Debtors will guarantee GHV's obligations.  By its own
terms, the DIP Facility terminates (absent the occurrence of an
event of default) on December 22, 2001.  

Subject to a Borrowing Base (equal to 90% of Eligible Receivables
plus the value of certain real estate), the Debtors will have
access to up to $225,000,000 of Revolving Credit and the DIP
Lenders will back $25,000,000 of Letters of Credit under an L/C
Subfacility.  

On an interim basis, pending a final hearing on this Motion, the
Debtors ask the Court for authority to borrow up to $150,000,000
under the Facility.  Those funds will be used to:

      * repay the $40,000,000 Tranche II Facility in full;
      * pay all professional fees incurred by the Prepetition
Lenders;
      * pay postpetition interest to the Prepetition Lenders; and
      * fund the Genesis Debtors' postpetition working capital
needs.

The DIP Lenders agree to a $4,500,000 Carve-Out from their
superpriority lien for payment of professional fees incurred by
the Genesis Debtors, any professionals retained by any official
committees, and fees owed to the U.S. Trustee and the Bankruptcy
Clerk.  

The Genesis Debtors will pay interest at a Mellon's Prime Rate
plus 2.25% or LIBOR plus 3.75% on all amounts borrowed under the
Revolving Facility.  In the event of a default under the DIP
Facility, the interest rate increases by 250 basis points.  

The Genesis Debtors will pay the Lenders:

     * a $1,875,000 Advisory Fee;
     * a $5,000,000 Facility Fee;
     * a $250,000 annual Administration Fee;
     * a $100,000 annual Collateral Monitoring Fee;
     * an annual 3.00% fee on all outstanding Letters of Credit;
and
     * an annual 0.50% Unused Line Fee for every dollar not
borrowed;      
     * for all professional fees incurred by the DIP Lenders.

The DIP Credit Agreement contemplates that the consortium of DIP
Lenders may change from time to time.  Eligible Assignees must be
(a) a bank with at least $1,000,000,0000 in capital, (b) any
institution acceptable to Mellon  with total assets of at least
$500,000,000, or (c) any fund acceptable to Mellon with assets in
excess of $100,000,000.  

The Genesis Debtors are required to employ Merrill Lynch as their
financial advisors and are required to make Merrill Lynch
personnel available to the Mellon.  Further, Genesis must deliver
a 2000-2001 Operating Plan to Mellon by September 30, 2000 and a
2001-2003 Financial Forecast to Mellon by December 31, 2000.

On the operational level, Genesis covenants that it will maintain
an overall patient census sufficient to fill 87.8% of the beds at
its Health Care Facilities. (Genesis/Multicare Bankruptcy News
Issue 1; Bankruptcy Creditors' Services Inc.)


INACOM CORP: Westcon Group Agrees To Purchase Subsidiary
--------------------------------------------------------
According to an AP report on June 22, 2000, Westcon Group Inc. of
Tarrytown, N.Y., has agreed to purchase Omaha-based Inacom
Communications Inc., a subsidiary of Alpharetta, Ga.-based Inacom
Corp., which filed for bankruptcy on June 16, 2000.  The deal,
which was signed on June 15, could mean job stability for some of
Inacom's displaced employees.  Inacom Communications, which
distributes Lucent Technology voice products, has about 60
employees, many of whom are expected to keep their jobs under the
new ownership, said Paul Reitmeier, president of Inacom
Communications.

Westcon, which is also acquiring CCA Technologies Inc. of
Pittsburgh, plans to combine the two companies into a new
subsidiary called Voda One.


INTEGRATED HEALTH: Taps Latham & Watkins as Special Counsel
-----------------------------------------------------------
The Debtors seek the court's approval for the continued
employment of L&W as their special counsel, pursuant to section
327(e) of the Bankruptcy Code, as they anticipate that the
monthly fees and expenses of L&W will likely exceed $25,000 per
month cap for Ordinary Course Professionals.

L&W has served as IHS' litigation and regulatory counsel since
November 1998, and has continued to perform such services since
the petition date pursuant to the Ordinary Course Professional
Order.

L&W will represent the Debtors in connection with government
investigations, but will not undertake representation related to
the prosecution of the Debtors' chapter 11 cases or plan of
reorganization.

Specifically, L&W will render professional services in:

    (1) advising, assisting and representing the Debtors with
respect to regulatory, compliance, fraud and abuse and
reimbursement issues relating to ongoing federal civil and
criminal investigations;

    (2) advising and assisting the Debtors with respect to the
global settlement with the Department of Justice.

The Debtors agree to pay L&W standard hourly rates subject to
adjustment:

               Michael Chertoff      $ 530
               Beth A. Wilkinson     $ 365
               Eric Jaso             $ 305
               Andrew Irwin          $ 270
               Jeff Shrader          $ 130

The Debtors represent that L&W is well qualified, and is uniquely
able to represent the Debtors for its familiarity with all known
pending federal investigations relating to the Debtors'
businesses and regulatory affairs.

The Debtors further represent that the charges by L&W are
reasonable, that the members and associates of L&W do not have
any connection with the Debtors or other parties in interest, and
do not hold any interest adverse to the Debtors or their estates.
(Integrated Health Bankruptcy News Issue 5; Bankruptcy Creditors'
Services, Inc.)


MONEY STORE: First Union To Close Down Operations
-------------------------------------------------
First Union Corp. announced it would close down operation of
Money Store Inc., a consumer finance company it acquired for $2.1
billion, saying it made a mistake when it purchased the company
two years ago, according to The Wall Street Journal. Closing the
Money Store, which made loans to people with poor credit
histories, could bring about a second-quarter charge of more than
$1 billion, according to analysts familiar with the situation.
First Union also announced it would be selling its mortgage-
servicing and credit card units. The Charlotte, N.C.-based bank
has recorded sluggish earnings in recent weeks, and its stock has
fallen 22 percent during that time. Money Store had been
recording bigger credit losses and lower revenue because the
customers were paying off their loans sooner than expected, said
analyst Susan Roth. (ABI 26-June-00)


OREGON POTATO: Up and Running After Chapter 11 Filing
-----------------------------------------------------
Oregon Potato Co. plant, which was shut down for almost a month,
has resumed operations after filing for a voluntary Chapter 11
case in U.S. Bankruptcy Court in Portland.  The company is
preparing a reorganization plan which will include some provision
for recovery by unsecured creditors and hopes to ready this plan
in about four months.


OWENS CORNING: Predicts Reduction of Sales and Income
-----------------------------------------------------
Owens Corning (NYSE: OWC) said today that the softening housing
market and related decrease in demand for building materials,
coupled with sharp increases in raw material and energy costs,
are expected to reduce sales and income from operations for the
second quarter ending June 30, 2000, below levels reported for
the same period last year.

On a preliminary basis and subject to final results for the
second quarter, the company expects net sales for the period to
be slightly below the $1.3 billion reported in the same period
last year.  The company said this reflects weaker demand in its
roofing, siding and insulation businesses, as the housing market
responds to the rise in interest rates.  Due to strong sales in
the first quarter, the sales for the first half of the year are
expected to show growth in excess of four percent.

The company reported that $30 million of second quarter cost
increases driven by asphalt and PVC cost pressures have continued
to depress margins in the roofing and vinyl siding businesses.  
In addition, higher debt levels and interest rates are expected
to increase borrowing costs by more than $10 million versus the
same period last year.

Also on a preliminary basis, net income, excluding the special
items discussed below, is expected to be approximately $1.00 per
share on a fully diluted basis, compared to $1.31 per share in
the same period a year ago. However, it is expected that the
company will report a net loss for the second quarter after
giving effect to the special items discussed below.  The company
expects to report its actual second quarter results on July 13,
2000.

For the full year, the company anticipates sales growth of
approximately four percent.  However, continued margin pressure,
increased borrowing costs and continued market weakness is likely
to reduce earnings per share, excluding the special items
discussed below, by approximately 20% below 1999's levels.

The company has received a $335 million settlement payment from a
group of excess insurers resolving a dispute concerning coverage
for non-products asbestos related personal injury claims. Of this
amount, $125 million was previously recorded as income and
reflected on the company's financial statements as an asbestos
insurance receivable.  The balance of $210 million will be
recorded as net pre-tax income in the second quarter.  In light
of this settlement, the company is actively pursuing additional
non-product insurance recoveries.

The company is in the process of reviewing the sufficiency of its
provision for asbestos-related liabilities in light of recent
trends and developments in the administration of the company's
National Settlement Program ("NSP") and in asbestos litigation
generally.  While the amount of the anticipated adjustment
to the company's asbestos-related liability reserve has not yet
been determined due to the numerous and complex variables
affecting its estimates, the amount of the pre-tax charge to
earnings is likely to be in the range of $700 million to $ 1
billion.

The anticipated adjustment to the reserve is necessitated by
several factors.  Since the company announced the NSP in
December, 1998, and at that time increased its asbestos reserve
by $1.4 billion, the company has continued to expand the size of
the program.  As previously reported, the NSP has increased from
approximately 175,000 claims in 1998 to 237,000 claims today. As
more information is derived from claims submitted and recently
approved for payment, the company believes that resolution of
those claims will cost more than previously estimated.

While the company has not incurred any adverse verdicts year to
date, settlement demands and payments in non-NSP trial-set cases
have increased dramatically in many jurisdictions.  Recent large
verdicts against other asbestos defendants in certain
jurisdictions, including Madison County, Illinois and Orange
County, Texas, illustrate the unpredictability and high cost of
resolving non-NSP cases.  Consequently, the reserve adjustment
will also take into account the company's revised estimate to
settle non-NSP claims in its remaining backlog of approximately
26,000 cases.

Additionally, the company is reviewing other relevant external
factors that may influence its reserve adjustment, such as the
bankruptcies of Babcock & Wilcox and Pittsburgh Corning, which
were co-defendants with the company and others in the ongoing
asbestos litigation.

The company continues to emphasize the increasing difficulty of
estimating future asbestos liability, which is compounded by the
continuing uncertainties concerning the number and cost of
settling future claims related to asbestos exposure, especially
mesothelioma claims.

The range of adjustments to the company's asbestos reserve
liability described above exclude any adjustment for the
company's wholly-owned subsidiary, Fibreboard Corporation (which
is accounted for as a separate item on the company's financial
statements). The asbestos-related reserves of Fibreboard
Corporation are also being reviewed in light of these
developments.

In continuing negotiations with the Executive Committee of the
NSP, the company has to date reached agreements in principle to
limit payments for all asbestos-related matters to $950 million
in 2000, of which approximately $600 million has been paid to
date, $400 million in 2001, and $250 million in 2002. On the
basis of preliminary information, the company now estimates that
limiting payments during 2000-2002 to those amounts may result in
deferring approximately $500 million of otherwise anticipated NSP
payments.  The company has agreed to repay this amount in 2003
and 2004.  The Company is also seeking modifications of the
Fibreboard Trust NSP payment obligations.

Owens Corning has declared a quarterly dividend of $.075 for each
share of common stock outstanding, payable October 15, 2000, to
shareholders of record as of the close of business on September
29, 2000.

Owens Corning is a world leader in building materials systems and
composites systems.  The company has sales of $5 billion and
employs approximately 20,000 people worldwide.  For more
information, please visit Owens Corning's Website at
http://www.owenscorning.com.


PRIME RETAIL: Lehman Brothers Offers Financing Package
------------------------------------------------------
According to reports circulating in Associated Press Newswires on
June 22, 2000, Prime Retail Inc. said Lehman Brothers has offered
a $110 million financing package to help the struggling outlet
center chain. But the package doesn't seem to put Prime Retail in
a better condition since the financing won't save the company
unless it sells several of its 51 outlet centers, possibly
including some of its best properties.  And as part of the loan
terms, Lehman Brothers will receive warrants for common stock in
the company, diluting the value of the shares by as much as 10
percent.  Lehman will also serve as a financial adviser to Prime
Retail.

Another possibility, said Glenn D. Reschke, president and chief
executive officer of Prime Retail, is dropping the company's
status as a real estate investment trust, meaning, the company
won't have to pay dividends to its shareholders and allow it to
retain more of its earnings, but it would also greatly increase
its corporate tax burden.

While that option is not on the near-term horizon, Reschke said,
"We need to explore all options."


RANDALL'S ISLAND: Approving Global Bidding Procedures Program
-------------------------------------------------------------
The debtors, Randall's Island Family Golf Centers, Inc., et al.,
seek court approval of a global bidding procedures program for
the sale of the debtors' interest in certain non-residential real
property, authorizing the debtors to grant pre-approved break-up
fees, (not to exceed 3% of the Initial Offer) to potential
purchasers of nonresidential real property, and authorizing and
approving the terms and conditions of one or more auctions for
the sale of certain real property.

The debtors hired Keen Realty Consultants Inc. to assist in the
marketing and disposition of certain of the debtors' properties.  
Several parties have expressed interest in several of the
properties targeted by Keen.  The debtors recognize that
permitting higher and better bids may create a risk of deterring
initial bids from prospective purchasers.  Therefore, the debtors
seek approval of a global program that would govern bidding
procedures for all property sales.


SABTRATEK: Committee Objects To Baxter's Motion for Arbitration
---------------------------------------------------------------
The Statutory Creditors' Committee objects to the motion of
Baxter Healthcare Corporation for an order to compel arbitration
and supports Sabratek's motion for an order to obtain discovery
from Baxter and Credit Suisse First Boston.

The Committee fully supports Sabratek's position that the price
adjustment controversy is not ripe for submission to the
Independent Accountant.  Discovery would allow Sabratek to
determine whether and to what extent Baxter and its investment
banker, Credit Suisse First Boston, knew of the asset valuation
variances for which Baxter now seeks an enormous adjustment.  The
Committee believes that additional discovery would shed light on
whether Baxter acted and continues to act in bad faith, and
whether it should be estopped from prevailing in its position
because of its unclean hands.  

The Committee complains that an adjustment to the sale proceeds
of anything close to the magnitude of what Baxter now seeks will
diminish creditor recoveries significantly.  The Committee also
argues that considering that the committee and its counsel and
financial advisor were retained a scant 12 days before the
auction and sale, the creditors deserve a more thorough and open
treatment of their dispute and any others arising under the
agreement. The Unsecured Creditors' Committee is of the view that
Baxter's actions are just "too cute by half."  The Committee
states, "Baxter must be estopped from realizing this extra-
judicial ploy."


SANDS HOTEL: Opens $15 Million Renovation Project
-------------------------------------------------
The AP reports on June 23, 2000 that Sands Hotel & Casino, which
filed for Chapter 11 bankruptcy in January 1998, unveiled last
week its $15 million renovation project, going ahead with a
ribbon-cutting ceremony despite a bitter fight being waged over
the building's future in U.S. Bankruptcy Court between
billionaire financier Carl Icahn and Park Place Entertainment
Corp.  "With the dramatic renovations and construction, the
summer of 2000 marks a new beginning for the Sands and its
employees.  To say the least, we're excited to have the public
see us redefined and new," said Sands CEO Alfred Luciani.


SEIYO CORP.: Saison Group to shoulder 90B yen for Seiyo
-------------------------------------------------------
The Saison Group plans to shoulder a total of 90 billion
yen to dispose of the debts of troubled affiliate Seiyo
Corp., it was learned Thursday.

The group's negotiations with its main creditor bank, Dai-
Ichi Kangyo Bank, on the matter are in a final stage. The
group, led by Seibu Department Store Ltd., is likely to
reach an agreement with its eight major creditor banks as
early as in late June, sources familiar with the talks told
Jiji Press.

After obtaining consent of other creditor banks, the Saison
group will file for special liquidation of Seiyo, a real
estate developer, in July, they said.  To eke out funds for
Seiyo's debt disposal, Seibu Department Store will use a
securitization scheme to issue securities backed by some
of its stores, including a flagship in Tokyo.

Four other major Saison group companies, supermarket chain
Seiyu Ltd., consumer credit company Credit Saison Co.,
restaurant chain Seiyo Food Systems Inc. and shopping
center operator Parco Co., are expected to buy the
securities.  Seiyo has been burdened with bad loans that
resulted from failed resort development projects and hotel
businesses during Japan's booming "bubble" economy period
in the late 1980s.

At the end of February, it had a negative net worth of
about 460 million yen. (Jiji Press English News Service  
23-Jun-2000)


SUN HEALTHCARE: Motion For Extension To Assume/Reject Leases
------------------------------------------------------------
The Debtors sought and obtained court approval for a further
extension of the period within which they must make a decision
for the assumption or rejection of non-residential property
leases to the earlier of (a) December 11, 2000, and (b) the date
of confirmation of a plan.

The Debtors reiterate that they have a large number of complex
cases in a highly regulated industry, that the unexpired leases
are important assets integral to reorganization, and the caution
that must be exercised in order to avoid inadvertent or forced
closure of a care facility that would adversely affect the health
and welfare of the residents.

The Debtors assert that in as much as they are making progress
toward the goal of reorganization, they should be given the
additional time that they need to make informed decisions on
whether to assume or reject the unexpired leases.

Specifically, the Debtors report that they have reached an
agreement in principle with their senior bank lenders and holders
of senior subordinated debt, have commenced preparation of a
disclosure statement and plan of reorganization. The Debtors
further tell the Judge they are negotiating with the Health Care
Financing Administration, the Department of Justice and several
state Medicaid agencies in matters relating to the agencies and
the treatment of claims and liabilities under the provider
agreements, and they need the requested extension, pending
completion of their negotiations with the governmental agencies.
(Sun Healthcare Bankruptcy News Issue 12; Bankruptcy Creditors'
Services Inc.)


TOTAL RENAL CARE: Divestiture of Non-Continental U.S. Operations
----------------------------------------------------------------
Total Renal Care Holdings, Inc. NYSE: TRL), announced on June 20,
2000 that it completed the sale of its businesses in Argentina,
Europe and Hawaii to Fresenius Medical Care AG for approximately
$145 million in gross proceeds. An additional amount was placed
in escrow pending completion of the sale of DaVita's Puerto Rico
facilities to Fresenius. The escrow will be released upon the
receipt of required regulatory approvals and third party
consents.

"We are pleased to report that the DaVita team has accomplished
this objective. It is an important step in refocusing operations
and restoring financial flexibility. Net cash proceeds of
approximately $125 million will be used immediately to pay down
outstanding debt under the company's bank credit facilities,"
stated Rich Whitney, CFO.

As a result of the completion of these transactions, the
company's second quarter results will include previously
disclosed charges and expenses including a $4.7 million write-off
related to a cumulative foreign currency translation loss, which
could not be realized until the completion of the divestitures,
and additional valuation losses of $5 million to $15 million
primarily due to the final net sales values and indemnification
provisions.

Other anticipated or potential future charges and expenses, also
previously disclosed, include the write-off of deferred financing
costs associated with the restructuring of the company's bank
credit facilities, the write-off of a deferred tax asset
associated with previously issued medical director stock options
that are being cancelled, potential charges related to the
unwinding of poor performing contracts, partnerships or
investments in dialysis related companies, any uninsured loss
related to the pending shareholder class action lawsuit, and any
unfavorable resolution to the ongoing payment suspension of
Medicare claims for the company's Florida lab.  

DaVita (Total Renal Care Holdings, Inc), based in Torrance,
California, is the nation's second-largest provider of dialysis
services for patients suffering from chronic kidney failure. The
Company owns and operates kidney dialysis centers and home
peritoneal dialysis programs domestically in 32 states, as well
as Washington, D.C. It also provides acute hemodialysis services
to inpatients at approximately 320 hospitals. As of April 30,
2000, DaVita operated 484 outpatient dialysis facilities serving
over 40,000 patients, including 4,300 patients in 52 centers
under management.


VISION TWENTY-ONE: Announces Status of OptiCare Transaction
-----------------------------------------------------------
Vision Twenty-One, Inc. (OTCBB:EYESE), announced that it has
notified OptiCare Health Systems, Inc. of OptiCare's failure to
obtain a satisfactory $30,000,000 financing commitment required
as a condition to the merger agreement and has given OptiCare
until June 29, 2000 to obtain such financing commitment. In the
event OptiCare fails to obtain financing as contemplated under
the agreement, Vision Twenty-One may elect to terminate the
merger agreement.

OptiCare has notified Vision Twenty-One that it believes that
Vision Twenty-One has failed to perform certain of its
obligations under the merger agreement and will seek to terminate
the agreement and enforce its rights thereunder. Vision Twenty-
One has notified OptiCare that it rejects OptiCare's contentions
and believes that Vision Twenty-One is in material compliance
with its obligations under the merger agreement and will
aggressively defend that position.  

Vision Twenty-One expects to complete its previously announced
exit from the business of managing optometry and ophthalmology
practices in the near future. The bank group related to Vision
Twenty-One's principal credit facility has cooperated with Vision
Twenty-One as it has restructured and streamlined its business
operations. Vision Twenty-One is confident based upon its
continued dialogue with the bank group that its debt can be
restructured if necessary in the near future to facilitate Vision
Twenty-One's continued business as a stand alone company.


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
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contained herein is obtained from sources believed to be
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The TCR subscription rate is $575 for six months delivered via
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