TCR_Public/000628.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Wednesday, June 28, 2000, Vol. 4, No. 126


ADVANCED MEDICAL: Agreement To Acquire Global Information Shares
APRIA HEALTHCARE GROUP: Annual Meeting Set For July 19, 2000
ARIES VENTURES: Court Approves Non-Material Modifications to Plan
CAMBRIDGE INDUSTRIES: Court Approves Meridian Purchase
CHS ELECTRONICS: Motion To Continue Disclosure Statement Hearing

COLONIAL DOWNS: Annual Meeting To Be Held On August 2, 2000
DAEWOO MOTORS: Competing Bids For Daewoo Ownership
DAEWOO MOTORS: Three Bids Received
GANTOS: Meeting of Creditors
GULF STATES: Hopes To Emerge By September

GULF STATES: Objections Of Committee To Plan
INACOM: Intecom Offers Employment to Former Workforce
INTEGRATED HEALTH: Termination of Griggs' Employment
INTERACTIVE NETWORK: Committee Contacts Shareholders
JUMER'S CASTLE: Plans To Sell Hotels To Pay Off Creditors

KITTY HAWK: Motion To Require Calling of Shareholder Meeting
LOGDIAN INC: Taps Eppich as Chief Financial Officer
LUMENYTE INTERNATIONAL: Continued Disclosure Statement Hearing
MANHATTAN BAGEL: New World Recaptures 13 Buffalo-Area Stores

NEWSTAR MEDIA: Seeks Chapter 11 Protection
NEXAR TECHNOLOGIES: Meeting of Creditors
PETSEC ENERGY LTD: Agreement To Sell Petsec Energy Inc.
PIXELON: Ousts Executives, Plans To File Chapter 11
PRIME RETAIL: Executes Term Sheets for $110 Million Financing

QUAKER COAL: Whayne Supply Owed $3.78 Million By Branham & Baker
QUANALYZE OIL: Meeting of Creditors
ROBERDS: Notice of Rejection of Leases
SAFETY COMPONENTS: Hearing To Consider Disclosure Statement
SAXTON INC: Auditor Expresses Doubt On Saxton's Viability

SINGER: Disclosure Statement Approved
SONY CORP.: Expected to post huge loss
SUPERIOR TOUR: Case Summary and 20 Largest Unsecured Creditors
UNIFORET INC: S&P Raises Notes To CCC-Minus
UNITED COMPANIES FINANCIAL: Hearing to Consider Sale Motion

VERDANT BRANDS: Engages Investment Banking Firm
WORLDCLASS PROCESSING: Business and Assets Acquired


ADVANCED MEDICAL: Agreement To Acquire Global Information Shares
ADVA International Inc. has entered into a definitive agreement
to acquire all of the outstanding common shares of Global
Information Group USA, Inc. in exchange for 12,468,750 common
shares of ADVA International Inc., or approximately 95% of the
total number of common shares outstanding.  This gives effect to
a 10 for 1 reverse stock split effected by the company in
March 2000.  The remaining 716,250 shares, approximately 5%, will
continue to be held by the existing shareholders of the company.  
Biotel Inc., ADVA's largest shareholder, has also approved the
agreement.  As a result of the transaction Global Information
Group will become a wholly-owned subsidiary of the company.  The
agreement contemplates that Anthony E. Mohr, President of Global
Information Group, will be appointed President and Chief
Executive Officer of ADVA International Inc. and three new
members, appointed by Global, will be appointed to the ADVA board
of directors, which shall consist of six members. Closing, which
is subject to various conditions, is expected to occur by July
15th, (subject to extension under certain circumstances).

A federal bankruptcy court issued an order on May 5, 2000
approving an amendment to a previously approved Plan of
Reorganization to accommodate this stock exchange transaction for
the benefit of the ADVA creditors and shareholders.  Global will
pay a transaction fee at closing of $300,000 which will be used
for payment of certain expenses, with the balance to be
paid to priority claims and unsecured creditors of Advanced
Medical Products, Inc.

Global Information Group develops and markets application
software that runs on the LINUX Operating System.  Its present
software product, first developed for the UNIX OS, is believed to
be the only complete 3D solid modeling, animation, and rendering
system currently available on the LINUX OS.  Global Information
Group software is used by Digital Media professionals in the
production of: film and video special effects; animation;
Computer Aided Design (CAD) and scientific visualization;
Internet web site and print graphics; game development; and
virtual television.  Future Global Information Group plans
include the further development and acquisition of other LINUX-
based applications and software products.

The LINUX OS is "open-source" software, distributed free on the
Internet and via established market channels. It is developed,
debugged and improved by an international community of
programmers in cooperation with companies such as VA Linux
(LNUX), Red Hat (RHAT), Silicon Graphics (SGI), IBM and many
other major concerns in the computer industry.  The application
software market targeted by Global can be characterized as the
"high volume/low price" segment of the computer market where
users are rapidly embracing LINUX as a robust, stable and lower
cost alternative to both UNIX and MS Windows.  LINUX is widely
believed to be the fastest growing computer operating system and
the de facto alternative to both UNIX and Microsoft Windows, with
continued growth in market share predicted by many industry

APRIA HEALTHCARE GROUP: Annual Meeting Set For July 19, 2000
The annual meeting of stockholders of Apria Healthcare Group Inc.
will be held at 8:00 A.M. on Wednesday, July 19, 2000 at Apria
Healthcare Group Inc. Building Number 3500 - Grand Canyon Room,
3560 Hyland Avenue, Costa Mesa, California 92626.

Items of Business to be considered will be:

  (1)  To elect seven members of the Board of Directors, with
such persons to hold office until the 2001 annual meeting of
stockholders or until their successors are elected and qualified.

  (2)  To transact such other business as may properly come
before the annual meeting and at any adjournment thereof.

Stockholders may vote if they were a stockholders of record on
May 31, 2000.

ARIES VENTURES: Court Approves Non-Material Modifications to Plan
On June 1, 2000, the United States Bankruptcy Court approved and
entered an order authorizing non-material modification of Casmyn
Corporation's Second Amended Chapter 11 Plan of Reorganization.
The debtor, Casmyn Corp., a Colorado corporation, is now known as
Aries Ventures Inc., a Nevada corporation, and is referred to
herein as the  "Company".  The debtor's Second Amended Chapter 11
Plan of Reorganization  was confirmed by the United States
Bankruptcy Court on March 31, 2000 and became effective
on April 11, 2000.  The Order authorized the company to bypass
the issuance of the New Goldco Warrants as provided for in the
Plan, and instead to issue and distribute to its shareholders all
or a majority of the common stock of the company's wholly-owned
subsidiary that owns the company's mining investments and

On May 18, 2000, the name of the company's subsidiary
incorporated in the state of Nevada that owns the company's
mining investments and properties was changed from Goldco Ltd. to
Resource Ventures, Inc.

As a result of the foregoing, the company's Board of Directors
has authorized the spin-off of all of the shares of common stock
of Resource Ventures, Inc. effective July 1, 2000, to the
company's shareholders of record on April 11, 2000.  Accordingly,
shareholders entitled to exchange their old securities for new
securities under the Plan will receive one share of common stock
and one common stock purchase warrant in Aries Ventures Inc. and
in Resource Ventures, Inc., respectively.

CAMBRIDGE INDUSTRIES: Court Approves Meridian Purchase
Cambridge Industries' Board of Directors announced that it has
received approval from the United States Bankruptcy Court for the
District of Delaware to sell substantially all of the company's
assets to Meridian Automotive Systems, Inc. of Dearborn,

This action clears the way for Cambridge and Meridian to close
the sale within the next few weeks.  At that time, Meridian will
assume ownership of the purchased assets.  Additionally, the
Meridian name will replace Cambridge's name in all affected

When the asset sale is complete, Meridian Automotive Systems will
become a significant force in the automotive industry, supplying
interior and exterior components to Original Equipment
Manufacturers and other Tier 1 suppliers. Meridian's combined
sales will exceed $1.2 billion with operations located
throughout North America.

"We welcome Cambridge employees, customers and suppliers to
Meridian," said Robert Barton, chairman, president and CEO of
Meridian Automotive Systems. "This acquisition gives us the
opportunity to step up our efforts to plan, produce, and deliver
complex modular systems that are in increasingly greater demand
by all the OEM's.  We now plan to move swiftly to close on the
sale and begin the critical process of integrating the Cambridge
assets into our operations.

"The acquisition of Cambridge's assets by Meridian will result in
one major supplier with great potential to grow in the future,"
said Barton. "This acquisition clearly supports our strategy to
be a global leader in automotive exterior systems and selected
interior modules."

Cambridge has been operating under bankruptcy protection since
May 10, when the company voluntarily filed petitions under
Chapter 11 to facilitate completion of the sale process.  
Following close of the asset sale to Meridian, a small core of
Cambridge management will oversee completion of remaining
bankruptcy proceedings, including court-approved payments of
secured and unsecured debt to Cambridge creditors.  It is
expected that most of the bankruptcy proceedings will be
completed by the end of the year.

"We are pleased at the court's timely decision -- we can now
finalize the sale and transfer of Cambridge assets to Meridian in
a prompt and efficient way, and ensure that the needs of our
customers continue to be met," said Richard Crawford, founder and
chairman of Cambridge.

The purchase price for Cambridge's assets will include
approximately $363 million in cash and the assumption by Meridian
of certain current and accrued liabilities and certain employee-
related obligations and adjustments.  Major investors in
Meridian's acquisition of Cambridge include Windward Capital
Partners, L.P., Metropolitan Life Insurance Company, Northwestern
Mutual Life Insurance Company, Credit Suisse First Boston and the
Caisse de Depot et Placement du Quebec.

Meridian Automotive Systems is headquartered in Dearborn, Mich.
and has 13 locations in Michigan, Indiana, Kansas and Tennessee.  
Meridian is a leading supplier of technologically advanced front
and rear end modules, signal lighting, console modules,
instrument panels and other interior systems to Ford,
GM, DaimlerChrysler, Toyota and other major Tier 1 parts

Headquartered in Madison Heights, Mich., Cambridge Industries is
a Tier 1 plastic composites supplier to the automotive, light and
commercial truck, and industrial products markets with facilities
in the U.S., Canada, and South America.

CHS ELECTRONICS: Motion To Continue Disclosure Statement Hearing
CHS Electronics, Inc., debtor, seeks entry of an order continuing
the June 23, 2000 hearing on approval of the debtor's amended
Disclosure Statement to the court's next available calendar date,
June 26, 2000.

The debtor will file its second amended plan of reorganization
and amended Disclosure Statement on June 23, 2000 and requests
that the court continue the hearing on approval of the debtor's
amended disclosure statement for the next available date on the
court's calendar, June 26, 2000.

According to the debtor, the second amended plan of
reorganization and amended disclosure statement address
substantially all of the objections raised by the Trade Committee
and contain terms that have been exchanged by the parties and
were the topic of extensive negotiations between the parties for
the past two weeks.

COLONIAL DOWNS: Annual Meeting To Be Held On August 2, 2000
The annual meeting of shareholders of Colonial Downs Holdings,
Inc., a Virginia corporation, will be held on August 2, 2000 at
2:00 p.m., local time, at Colonial Downs Racetrack, 10515
Colonial Downs Parkway, New Kent, Virginia for the following

     1.   To elect three Class III directors, each for a term of
three years and until their respective successors are duly
elected and qualified.

     2.   To amend the Articles of Incorporation of the company
to reflect a change in name of the company to Colonial Holdings,

     3.   To ratify the appointment of the accounting firm BDO
Seidman, LLP as independent auditors for the company for the
current year.

Transaction of any other business properly presented before the
meeting will also be considered.

Only shareholders of record at the close of business on June 26,
2000 are entitled to vote at the annual meeting.

DAEWOO MOTORS: 3 bids received for it
Daewoo Motor Co's auction office said it has received a
joint proposal from DaimlerChrysler AG and Hyundai Motor
Co, another joint proposal from General Motors Corp and
Fiat SpA, and a solo proposal from Ford Motor Co for Daewoo
Motor.  The office plans to select one or two preferred
negotiators for the auction of Daewoo Motor by the end of
June, before naming the final winner in September.  (AFX
News Limited  26-Jun-2000)

DAEWOO MOTORS: Competing Bids For Daewoo Ownership
According to a report in The Wall Street Journal on June 27,
2000, the  five-company contest to acquire South Korea's
insolvent Daewoo Motor Co. is substantially reshaping the auto
industry in Asia.

General Motors Corp. and Italy's Fiat SpA said they would jointly
bid for Daewoo. DaimlerChrysler AG and South Korea's largest auto
maker, Hyundai Motor Co., announced an alliance that includes a
joint Daewoo bid. Ford Motor Co. is bidding for Daewoo alone.

A committee of Daewoo executives handling the sale will choose
one or more of the bidders for further negotiations on Friday,
and it hopes to complete the sale by September. Creditors are
auctioning off Daewoo Motor as part of the breakup of Daewoo

The article states that the eventual winner of Daewoo may also
get an advantage over its rivals in Asia.

GM and Fiat announced that they will form a new company to own
and operate Daewoo Motor. GM will be the largest holder, Fiat
will own as much as 20%, and the rest will be held by Daewoo's

GM had intended to pursue Daewoo solo, but says that an alliance
with Fiat, will provide cost-saving and joint technology
development plans and will help with the acquisition. GM owns 20%
of Fiat's auto unit.

DaimlerChrysler and Hyundai announced a strategic alliance that
includes a joint bid for Daewoo Motor, joint development of small
cars, and a 50-50 venture for commercial vehicles.
DaimlerChrysler will buy 10% of Hyundai for $428 million and get
a seat on Hyundai's board.

The alliance gives DaimlerChrysler partners in two of Asia's most
important car markets, Japan and Korea. DaimlerChrysler recently
acquired 34% of Mitsubishi Motors Corp. of Japan. A
DaimlerChrysler-Hyundai-Mitsubishi trio could also become a
powerful combination in global markets.

The Daewoo Motor sale will also shift the strategic balance in
Asia. Daewoo has become a key element in the battle between GM
and Ford for the title of world's largest car maker, and the two
U.S. companies are likely the strongest candidates.

How Hyundai will affect DaimlerChrysler's bid for Daewoo is
uncertain. The participation of a Korean company may give the
pair an advantage in a country where the car industry is seen as
a symbol of national power.

On the other hand, there is some concern about Hyundai attaining
too dominant a position in the local market, of which Hyundai and
its sister company, Kia Motors Corp., control about three-

Who is trying to buy Daewoo Motor:

General Motors and Fiat
   -- Will form new company to own Daewoo; GM will hold largest
stake, Fiat up to 20%
DaimlerChrysler and Hyundai Motor
   -- Bidding as part of wider strategic alliance that includes
joint small-car development and a commercial-vehicle joint
   -- DaimlerChrysler buys 10% of Hyundai
Ford Motor
   -- Will bid alone

GANTOS: Meeting of Creditors
A bankruptcy case concerning Gantos, Inc. was originally filed
under Chapter 11 on December 28, 1999 and was converted to a case
under Chapter 7 on June 20, 2000.  A meeting of creditors will be
held on July 24, 2000 at 1:00 PM at the Bankruptcy Meeting Room,
One Century Tower, 265 Church Street, Suite 1104, New Haven CT.

GULF STATES: Hopes To Emerge By September
Gulf States, which went into Chapter 11 Bankruptcy last July 1,
1999, will present its disclosure statement this July 14 to
Bankruptcy Judge James Sledge.  Gulf States hopes to emerge from
bankruptcy as soon as September of this year, attorneys for the
company said.

GULF STATES: Objections Of Committee To Plan
The Official Committee of Unsecured Creditors of Gulf States
Steel of Alabama, Inc. object to the Disclosure Statement
relating to the debtor's plan.

The Committee asserts that the debtor fails to disclose the
method used to determine the value of the debtor's business.  
Specifically the debtor asserts that the reorganized value of the
debtor would be $135 million and the equity value would be $50
million.  The debtor should disclose the specific assumptions
made and the calculation used by Arthur Andersen to arrive at
those figures.

According to the Committee the debtor should disclose an estimate
regarding the number of possible preference actions and the
likelihood of recovery; the Disclosure Statement fails to
adequately disclose the kind and nature of claims to be released;
The plan impermissibly limits the pool of individuals or entities
who may purchase or subscribe to purchase stock in the
reorganized debtor to the holders of Mortgage Note Claims; the
Disclosure statement fails to inform unsecured creditors whether
the common stock of the Reorganized Debtor will have value and
what will happen to that value if the Reorganized Debtor is
unable to meet its financial projections; the Disclosure
Statement does not disclose how the proceeds from proceeds
arising from causes of actions which will be held in the trust to
be set up under the plan will be distributed;  the Disclosure
Statement fails to disclose in sufficient detail the potential
sale of the debtor's assets to a newly organized subsidiary owned
by the debtor if the Class 3 cr4edditors vote to reject the plan;
and the plan provides a premature termination of the Committee.

INACOM: Intecom Offers Employment to Former Workforce
Philippe Lecat, chief executive officer of Intecom, aptly
paraphrased Mark Twain yesterday by noting, "Reports of our
demise have been greatly exaggerated."

Executives of Addison, Texas-based Intecom, a leading provider of
enterprise communications systems and call center solutions,
barely noticed the news on Monday, June 19, that Omaha, Nebraska-
based Inacom Corp. filed Chapter 11. Because Inacom had a
division located in the Dallas area, Intecom was aware that
similarities in the two companies' names led to some confusion in
the past. The Intecom switchboard fielded occasional phone calls
intended for Inacom, and packages intended for Inacom sometimes
ended up in Intecom's mailroom.

Yesterday, however, Intecom management was informed that news
coverage of the Omaha company's Chapter 11 filing created rumors
within its own industry. A handful of incredulous customers made
phone calls to Intecom executives, who quickly allayed their
concerns. And, several recruiters placed calls to surprised
Intecom employees asking if they could be of service in finding
them new jobs.

"Our first reaction was to communicate with our employees,
customers and partners to ensure that what appears to be a
somewhat isolated rumor doesn't turn into widespread confusion,"
said Lecat. "But our next immediate thought was that some of the
4,000 people reportedly laid off by Inacom might like to come to
work with us. Presumably these include a lot of skilled
information technology employees and, frankly, we'd like to talk
to them."

Intecom, like many thriving technology companies in the Dallas
area, has been unable to fill all the positions it has open for
skilled employees, Lecat explained. With more than 500 employees
total, Intecom currently has more than 40 positions available in
its Addison, Texas, headquarters office alone.

Lecat said Intecom placed a call yesterday to Inacom to determine
if they could participate in any outplacement services offered to
employees who were part of the layoffs.

Intecom also is extending an open invitation to all Inacom
employees to investigate employment opportunities through its Web
site at In addition, resumes can be directed to
Intecom Human Resources, 5057 Keller Springs Road, Addison, Texas

"Intecom's growth is being fueled by new areas of business such
as customer information networks, which enable companies to give
their own customers greater access to information about
purchases, accounts and other requests, whether using voice,
email or the Web," said Lecat.

"We have numerous positions open now to help us keep pace with
the demand we're experiencing, and we expect that need to
continue throughout the year," he added.

About Intecom

Dallas-based Intecom ( is an innovative
telecommunications company with a 20-year legacy of providing
award-winning solutions to the business marketplace. Empowering
organizations across all industries with customer relationship
solutions, Intecom's comprehensive customer information networks
and advanced enterprise communications solutions yield strategic
business results. Intecom is a subsidiary of Aerospatiale Matra,
a $14 billion French conglomerate.

INTEGRATED HEALTH: Termination of Griggs' Employment
Under Prepetition Agreements dated October 21, 1997, Stephen P.
Griggs would serve as President of RoTech through October 21,
2002, and would receive additional compensation and a warrant to
purchase shares of IHS stock at a fixed price.

The Debtors and Mr. Griggs have mutually agreed that it would be
in their respective interests to terminate Mr. Griggs' employment
with the Debtors. The two parties have accordingly entered into a
Separation Agreement which modifies the terms of Mr. Grigg's
severance agreement under the Prepetition Agreements.

The Debtors agree to pay Mr. Griggs $3,000,000, of which
$1,000,000 would be paid within 10 days after the Effective Date
and the remaining $2,000,000 in equal monthly instalments over a
period of three years. In return, Mr. Griggs agrees to post-
termination non-compete, non-solicitation and confidentiality
requirements and agrees to waive all claims against the Debtors,
except indemnity claims. Mr Griggs will also relinquish his
restricted stock rights in IHS under the Prepetition Agreements.

The Debtors believe that the non-compete, non-solicitation and
no-disparagement clauses would help RoTech's new president, under
difficult circumstances, to stabilize and expand RoTech business.
While recognizing  that the proposed $300,000 payment to Mr.
Griggs is in excess of the cap under the Bankruptcy Code, the
Debtors contend that the inclusion of these clauses critical to
the stabilization of RoTech business justifies such payments.

The Debtors tell Judge Walrath they believe entry into the
Separation Agreement does not require court approval and it is
out of an abundance of caution that they submit the application
for the Court's approval.

However, the United States Department of Health and Human
Services and the Frauds Section of the Civil Division of the
Department of Justice file objection with the Court because the
proposed payment of $3,000,000 to Mr. Griggs exceeds the maximum
cap under 11 U.S.C. section 502(b)(7). The Departments point out
that section 502(b)(7) limits damages from employment contracts
basically to one year's salary and reflects congressional intent
to protect the bankruptcy estate from exorbitant damages from the
acceleration of long term employment contracts.

The Departments also argue that the payment fails to satisfy the
requirements for an administrative claim under 11 U.S.C. section
503(b) because it is not an actual and necessary cost of
preserving the Debtors' estates.

With regard to the noncompete, nonsolicitation and no-
disparagement clauses that the Debtors get in return, the
Departments tell Judge Walrath the Mr. Griggs' existing
employment agreement already contains explicit, detailed
restrictive convenants regarding confidentiality,
nonsolicitation, nonpirating and noncompetition.

The Departments further reveal that, as evidenced by pending
litigation, RoTech's employees, other than Mr. Griggs, may have
already started competing businesses on company time and
misappropriated confidential company documents and information.
The Departments contend that as these occurrences provide grounds
for terminating Mr. Griggs for cause, there is certainly little
justification to pay him $3,000,000. (Integrated Health
Bankruptcy News Issue 5; Bankruptcy Creditors' Services Inc.)

INTERACTIVE NETWORK: Committee Contacts Shareholders
Shareholders of Interactive Network Inc. are receiving a
communication from a committee calling itself the Interactive
Network Independent Shareholders Committee.  The stated purpose
of the committee is to help make the management and Board of
Directors of Interactive Network "smarter and better able to
manage your company going forward".  They state their concern
over what they term the lack of experience and depth of the INNN
team, and are seeking to add to the Board of Directors "some of
the professional guidance which current management is apparently
unable to afford or attract".  The committee notes that
shareholders own more stock than management, and states that
"proper representation with the best people available" is
deserved by their shared interests.

The committee includes the following in its communication.....

"You should be aware that:

o     This Board and management has never filed Federal or State
income taxes (see page 14 of INNN's Proxy Statement dated June 5,

o     This Board and management has failed to disclose any
fairness opinion in connection with the important issue of
transferring INNN's assets to Twin Entertainment, or any
exploration or consideration of other options;

o     This Board and management, to the Committee's knowledge,
has not completed any successful financing, despite having
virtually no funds to operate or develop strategic alternatives;

o     This Board and management has failed, in our view, to
maintain an effective dialogue with shareholders, to the point of
refusing to respond to major shareholders on the issue of
expanding the Board.

o     This Board and management has even failed to nominate five
directors to fill your Board, which is the minimum required by
the company's bylaws.

In short, we believe that INNN's Board and management is missing
some of the necessary ingredients of responsible corporate
stewardship.  The Committee believes that it has become
imperative to take decisive action to establish effective
leadership.  Accordingly, the Committee is seeking your support
to elect five highly qualified nominees by increasing the size of
INNN's Board from five to nine seats."

The Committee beneficially owns more than 1,000,000 shares of
Interactive Network stock, and states the belief that its
interests are closely aligned with that of other shareholders.  

JUMER'S CASTLE: Plans To Sell Hotels To Pay Off Creditors
From Peoria, Ill., the AP reports on June 26, 2000 that
financially troubled Jumer's Castle Lodge Inc. hopes to sell some
of its five hotels to pay off creditors and reorganize, Gary
Rafool, the chain's bankruptcy attorney says.  The bankruptcy
filing covers five hotels in Peoria, Bloomington, Galesburg,
Champaign-Urbana and Bettendorf, Iowa.  It does not include
Jumer's Casino Rock Island and all other independently held
businesses owned by the Jumer family.

"All five hotels are on the market," Rafool said. "We'll sell
enough to pay the liens and then see what we have left for a

The company, which filed for Chapter 11 protection in October,
blamed its financial situation on the cost of capital upgrades
and weaker than expected revenue growth.

KITTY HAWK: Motion To Require Calling of Shareholder Meeting
M. Tom Christopher, a member of the Board of Directors and a
creditor, files an emergency motion to require the calling of an
annual shareholders' meeting.  Christopher requests that the
court hear its motion and order Kitty Hawk to hold its 2000
annual meeting on July 15, 2000 with a record date of June 29,

LOGDIAN INC: Taps Eppich as Chief Financial Officer
Lodgian, Inc., (NYSE: LOD), today announced the following recent
actions and update on various Company matters:

Lodgian has appointed Thomas R. Eppich as its new Chief Financial
Officer to replace Kenneth R. Posner, who has resigned.  Mr.
Eppich is a hands-on, senior associate with the firm of Jay Alix
& Associates and has substantial prior experience as Chief
Financial Officer for several companies with issues similar
to Lodgian's.  In addition, Mr. Eppich possesses more than
twenty-five years of public accounting, auditing and financial
consulting experience.  His immediate focus will be on the
completion of the 1999 audit, improving the timeliness of
Lodgian's financial reporting and improving the internal systems
and processes associated with its financial reporting.

Although the timing of the completion of the 1999 audit and the
filing of the Form 10-K are dependent on the completion of
various matters, management anticipates filing the 1999 Form 10-K
no later than the end of July.  As noted in previous
communications, management still does not anticipate any material
changes to the Company's financial position at December 31, 1999
or its net loss for the year ended December 31, 1999 from the
Company's financial statements reported in the Form 8-K filed on
May 1, 2000.

Management continues to believe Lodgian has adequate cash and
anticipates being able to maintain a cash position sufficient to
fund its operating and debt service obligations.  However, due to
existing restrictions contained in the Company's senior
subordinated notes, Lodgian has decided to exercise its right to
defer the June 30th dividend payment due on the Convertible
Redeemable Equity Structured Trust Securities ("CRESTS").  
Finally, Morgan Stanley Dean Witter continues to work with
Lodgian to evaluate strategic alternatives.

Lodgian, Inc. owns or manages a portfolio of 128 hotels with
approximately 24,000 rooms in 35 states and Canada.  The hotels
are primarily full service, providing food and beverage service,
as well as meeting facilities. Substantially all of Lodgian's
hotels are affiliated with nationally recognized hospitality
brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton,
Hilton, Doubletree and Westin.

Lodgian's common shares are listed on the New York Stock Exchange
under the symbol "LOD."  Lodgian is a component of both the
Russell 2000(R) Index, representing small cap stocks, and the
Russell 3000(R) Index, representing the broader market.

LUMENYTE INTERNATIONAL: Continued Disclosure Statement Hearing
The hearing for approval of the Amended Disclosure Statement of
Lumenyte International Corporation has been continued to July 5,
2000 at 3:30 PM in Courtroom 6C of the US Bankruptcy Court
located at 411 West Fourth St., Santa Ana, California.

Superstar Dragsters, Inc. beneficially owns  4,633,922 shares of
the common stock of Malibu Entertainment Worldwide Inc., with
sole voting and dispositive powers.  The shares owned represent
8.1% of the outstanding shares of the company.

MANHATTAN BAGEL: New World Recaptures 13 Buffalo-Area Stores
New World Coffee-Manhattan Bagel, Inc. (Nasdaq: NWCI) announced
that it has recaptured 13 franchised Manhattan Bagel stores in
the Buffalo, NY market. The Company, which expects the
acquisition to be accretive to earnings immediately, intends to
sell the stores to new franchisees. Collectively, the Buffalo
stores generated in excess of $6.2 million in sales during 1999.

The stores' assets, previously owned by former Manhattan Bagel
franchisees, were acquired pursuant to a Chapter 11 Plan of
Reorganization, jointly proposed by New World and the debtor, and
approved by the Bankruptcy Court from the Western District of New
York. The Company also received non-competition agreements from
the former franchisees' principals, who originally operated the
stores under the Bagel Brothers name before becoming Manhattan
Bagel franchisees in 1996.

Following the recapture, all 13 locations will use bagel dough
and cream cheese produced in Manhattan Bagel's Eatontown, NJ
factory, with the bagels boiled and freshly baked at the stores
throughout the day.  Additionally, all of the stores will convert
to a new proprietary premium coffee program developed at New
World's plant in Branford, CT.

"Now that this favorable settlement has been completed, we look
forward to re-franchising the stores and resuming our efforts to
increase our market share in Buffalo and the surrounding areas,"
said Ramin Kamfar, New World chairman and CEO. "The Buffalo area
has been a strong market for Manhattan Bagel, as underscored by
the strong sales this group of stores has experienced since the
first one opened 24 years ago."

New World Coffee-Manhattan Bagel, Inc. currently franchises,
licenses or owns stores under its four brands in 28 states and
Washington, D.C. The Company is vertically integrated in bagel
dough and cream cheese manufacturing, and coffee roasting, with
plants in New Jersey, California and Connecticut.

NEWSTAR MEDIA: Seeks Chapter 11 Protection
NewStar Media Inc. (OTC Bulletin Board: NWST) announced that it
has filed a voluntary petition for Chapter 11 relief in the
United States Bankruptcy Court for the Central District of
California.  Voluntary petitions and requests for joint
administration were also filed on behalf of seven subsidiaries
and affiliates of the Company.

The Company's publishing division, which won Audie awards for one
Audio Literature and five Dove Audio audio books at the Audio
Publishers Association 5th Annual "Audie Awards" earlier this
month, has had to substantially curtail operations due, as
previously announced, to the severe shortage of working capital.  
The Company's bank, Chase, has consented to a limited use of cash
collateral pending further negotiation of debtor-in-possession
("DIP") financing.

The Company, in consultation with Chase, has engaged Crossroads
LLC and J.D. Publishing, Ltd. to assist the Company in preparing
a strategy to maximize value for the Company's businesses.

The Company has not curtailed the operations of its television
production and film and television distribution businesses.

NewStar Media Inc. is a diversified entertainment company engaged
in the publication of audio books, the distribution of audio
books on its Internet site,, and the production
and distribution of television programming.

NEXAR TECHNOLOGIES: Meeting of Creditors
A bankruptcy case concerning Nexar Technologies, Inc. was
originally filed under Chapter 11 on December 17, 1998 and was
converted to a case under Chapter 7 on June 19, 2000.

A meeting of creditors will be held on July 17, 2000 at 1:00 PM,
Office of the US Trustee, Franklin Square Tower, 600 Main Street,
Suite 202, Worcester MA.

PETSEC ENERGY LTD: Agreement To Sell Petsec Energy Inc.
Petsec Energy Ltd.'s wholly owned USA subsidiary, Petsec Energy
Inc., has reached agreement with the unsecured creditors
committee to sell Petsec Energy Inc. or all of its assets. The
unsecured creditors committee was appointed following the Chapter
11 filing by Petsec Energy Inc. on April 13, 2000. Subject to
approval by the Bankruptcy Court presiding over Petsec
Energy Inc.'s Chapter 11 proceedings, Houlihan Lokey Howard &
Zukin Capital, L.P. will be managing the divestiture process for
Petsec Energy Inc. and the unsecured creditors committee.

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

Petsec Energy Inc. anticipates filing a Plan of Reorganisation
which contemplates an agreed distribution of the sale proceeds to
the creditors, the equity owner and certain of Petsec Energy
Inc.'s senior management team in the USA. A copy of the term
sheet which sets out the contemplated distribution may be viewed
at on  
the Internet, free of charge.

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

PIXELON: Ousts Executives, Plans To File Chapter 11
The Los Angeles Times reports on June 27, 2000 that
the board of directors at Pixelon Corp. has forced out the
company's management team and agreed to file for bankruptcy

According to the article, Pixelon's board met last week and
ousted acting Chief Executive Paul Ward and at least one other
top manager, according to company sources.  Peter Foley, an
executive with Unified Financial Services in New York, was named
interim chief executive.

"Management is trying to raise money and kick-start the company,"
Pixelon's bankruptcy attorney, Marc Winthrop of Winthrop Couchot
in Newport Beach was quoted as saying. "I know that the company
had lined up investors, but that fell through with the bankruptcy

Pixelon officials had tried to pull together a $ 70-million offer
in January by New York Internet broadcaster, according to
reports published in the Industry Standard, a "new-economy"
magazine. But the deal fell through, and Pixelon eventually fired
most of its remaining employees.

The management shake-up comes just months after Pixelon burst
onto the Internet scene last fall. Celebrating its launch,
company founder Michael Adam Fenne used at least $ 10 million of
the $ 23 million he had raised from investors to throw a lavish
Las Vegas party hosted by comedian David Spade. It featured 10
performers, including the Who, Natalie Cole and Tony Bennett.

In April, authorities in Virginia announced that Fenne's real
name was David Kim Stanley and that he was a convicted felon who
had bilked people out of hundreds of thousands of dollars and
then failed to appear in court. Stanley had been on Virginia's
most-wanted list for three years.  Stanley surrendered to
Virginia state police and is being held in a Wise, Va., jail.

Adding to the company's troubles, three Pixelon creditors filed a
petition in U.S. Bankruptcy Court in Santa Ana last month in an
effort to force the company into bankruptcy.

Pixelon executives initially said they would fight the petition.
But given the management change, the company said it now plans to
convert the involuntary Chapter 7 liquidation petition into a
voluntary Chapter 11 bankruptcy by July 17. Pixelon owes more
than $ 550,000 to the three companies that tried to force it into

PRIME RETAIL: Executes Term Sheets for $110 Million Financing
Prime Retail, Inc. (NYSE: PRT, PRT.PRA, PRT.PRB) announced that
it has reached agreement with Lehman Brothers to obtain up to
$110 million in financing. The proposed financing would consist
of (i) a $90 million loan partially secured by mortgages on, and
pledges of equity interests in, certain outlet centers, with the
remainder unsecured, and (ii) a $20 million mortgage loan on the
Company's outlet center in Puerto Rico which is scheduled to
formally open in July. The mezzanine loan will be LIBOR based, be
for a term of two years (with a one-year extension), require
fixed amortization each month and be pre-payable at any time. In
addition, Lehman Brothers will be granted warrants to purchase
common stock of the Company. The Puerto Rico mortgage loan will
also be LIBOR based, be for a one-year term and require no
amortization during the term.

The Company also announced that it has retained Lehman Brothers
as its financial advisor. The Company chose Lehman Brothers
because it is a recognized leader in providing strategic advice
to real estate companies. Additionally, they are one of the
largest arrangers and providers of debt and equity to the real
estate industry. "The addition of Lehman Brothers to our team
will strengthen our efforts to restructure our debt and reduce
our leverage in order to financially stabilize the Company and
ultimately develop and implement strategies that enhance
shareholder value," said Glenn D. Reschke, president and chief
executive officer of the Company.

The proceeds from these loans will be used to pay off up to $84
million of short term debt, with the remainder to be used for
general corporate purposes, including the funding of programs to
attract and retain tenants through increased marketing and
capital improvements. Simultaneous with the completion of the
proposed financing, the Company intends to modify the covenants
under an existing debt obligation and has been working with
Lehman Brothers and the existing lender to arrange for the
necessary modifications. At the time of funding the Company
expects to be in full compliance with all of its debt
obligations. Closing on the loans from Lehman Brothers is subject
to customary conditions as well as the other lender's agreement
to the proposed loan modifications. The Company expects that the
financing will be completed within the next 30-60 days.

QUAKER COAL: Whayne Supply Owed $3.78 Million By Branham & Baker
Whayne Supply Co. is owed $3.78 million by Quaker Coal subsidiary
Branham & Baker Coal, making it B&B's largest unsecured creditor
and perhaps the single largest unsecured creditor in the entire
Quaker bankruptcy case.

Quaker and each of its 19 subsidiaries filed Chapter 11 petitions
in U.S. Bankruptcy Court in Lexington on June 16.  However, there
apparently was not a schedule of unsecured creditors filed for
every subsidiary, so it is not clear if there may be unsecured
debts larger than the amount owed to Whayne.

Other major unsecured claims against Branham & Baker include:
Orica USA, $ 1.95 million; Williamson Oil & Tire, $804,000;
Brandeis Machinery & Supply, $ 597,000; Associated Benefits,
$554,000; Mining Materials Co., $381,000; Mining Technologies,
$303,000; Action Petroleum, $300,000; CSX Transportation, $
277,000; and Maxim Rebuild, $182,000.

Quaker subsidiary Branham & Baker Underground Corp. owes $650,000
to Banks-Miller Supply, $450,000 to Joy Mining Machinery,
$422,000 to Excel Mining Systems, $290,000 to M.J. Electric
Enterprise, $221,000 to Bill's Electronics, $ 137,000 to Kenny
Smith Timber and $132,000 to Rogers Petroleum Services.

Another Quaker company, Panther Land Corp., lists Big Sandy Co.,
a land holding company, as its top unsecured creditor, claiming
$1.18 million. This debt is for unpaid royalties. It also owes
the Pike County, Ky., Circuit Court $ 133,750.

Wyoming Pocahontas Land Co. owes $884,000 to RAG American Coal,
$425,000 to Mine Managers & Associates, $257,000 to 4-Way
Trucking, $236,000 to CSX Transportation and $145,000 to Walker

Still another subsidiary, Harrison Mining Corp., reports it owes
$473,000 to Boich Group, $400,000 to Excel Mining Systems,
$327,000 to Cravat Coal, $252,000 to Wheeling & Lake Erie
Railway, $230,000 to Testa Machine Co., $192,000 to Ohio
Central Railroad, $182,000 to Rothenbuhler & Sons, $177,000 to
Joy Mining Machinery, $155,000 to Fosroc and $118,000 to Black
Hills Coal Network.

QUANALYZE OIL: Meeting of Creditors
A bankruptcy case concerning Quanalyze Oil & Gas Corporation Inc.
was originally filed under Chapter 11 on March 6, 2000 and was
converted to a case under Chapter 7 on June 20, 2000.

A meeting of creditors will be held on July 18, 2000 at 1:30 PM,
San Antonio Room 333, US Post Office Blgg., 615 E. Houston St.,
San Antonio, TX 78205.

ROBERDS: Notice of Rejection of Leases
The debtor, Roberds, Inc. provides notice of its rejection of its
lease agreements effective June 30, 2000 with respect5 to the
following real property:

6875 Best Friend Road
Doraville, Georgia

2150 Boggs Road
Bldg. 6
Duluth, Georgia

SAFETY COMPONENTS: Hearing To Consider Disclosure Statement
A hearing will be held on July 19,2000 at 12:30 PM before the
Honorable Joseph J. Farnan, US district Judge, in the United
states District Court for the District of Delaware, J. Caleb
Boggs Federal Building, Courtroom 6A, 844 King Street,
Wilmington, DE to consider the adequacy of the information
ctained in the Disclosure Statement of Safety Components
International, inc., et al.

SAXTON INC: Auditor Expresses Doubt On Saxton's Viability
The Las Vegas Review reports that an independent auditor, whose
name was not available, questioned Saxton Inc.'s ability to
continue as a going concern.  The auditor's report in May showed
that because of the cash flow shortage, Saxton's construction
slowed during the last quarter of 1999, ending operations in
Nevada and Utah in this year's first quarter.  The Las Vegas-
based homebuilder lost $2.4 million for the three-month period
ended March 31 and was delisted from Nasdaq on that same month.  
Saxton has until June 28 to request a review of the delisting.

SINGER: Disclosure Statement Approved
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court,
Southern District of New York approved the amended Disclosure
Statement of Singer Co. on June 22, 2000.

SONY CORP.: Expected to post huge loss
Electronics giant Sony will suffer a huge loss in the first
quarter to June as it writes off cumulative advertising
costs under the new United States accounting standard,
according to a newspaper report.

Sony will book 110 billion yen (about HK$8.19 billion) in
group net loss in the quarter ending on June 30, Nihon
Keizai Shimbun reported.  The company will write off 95
billion yen worth of past promotional expenses accumulated
in the movie business, which were previously recognized as
part of its assets, the daily said.

Sony will also revise down its net profit projection for
the full year to March next year from 120 billion yen to 10
billion yen.  The accounting standard will affect earnings
of motion picture and television program producers and
distributors after December 16.  Sony previously estimated
it would need to book US$950 million worth of one-time
business costs. (South China Morning Post  26-Jun-2000)

SUPERIOR TOUR: Case Summary and 20 Largest Unsecured Creditors
Debtor: Superior Tour Services, Inc.
        a Nevada Corporation
        4740 S. Valley View #200
        Las Vegas, NV 89103

Petition Date: June 23, 2000     Chapter 11

Court: District of Nevada

Bankruptcy Case No.: 00-14651

Judge: Robert C. Jones

Debtor's Counsel: Philip K. Goldstein
                  609 S & 7th St
                  Las Vegas, NV 89101
                  Tel:(702) 388-2004

Total Assets: $ 10 million over
Total Debts:  $ 10 million over

20 Largest Unsecured Creditors

Internal Revenue Service
Attn: Special Procedures
4750 West Oakey Blvd.
Las Vegas, NV 89102        Taxes          $ 700,000

ICP, Inc.                  Arrearage on
                           Contract        $ 82,000

Coach USA                  Arrearage on
                           Contract        $ 31,000

Transport Tires            Arrearage on
                           Contract        $ 30,314

Redburn Tire Company       Arrearage on
                           Contract        $ 19,816

Printing Copies and        Arrearage on
More (PCM)                 Executory
                           Contract         $ 9,607

Travelways                 Arrearage on     
                           Contract         $ 9,500        

Cintas Corporation #59     Arrearage on
                           Contract         $ 8,292

Quality Towing             Arrearage on
                           Contract         $ 6,200

Brady Industries           Arrearage on
                           Contract         $ 5,900

Brown Evans                Arrearage on
                           Contract         $ 4,065

Novus Windshield Repair    Arrearage on
                           Contract         $ 2,175

Trucks Parts               Arrearage on
and Entertainment          Executory
                           Contract         $ 2,124

W.W. Grainger, Inc.        Arrearage on
                           Contract         $ 2,000

Unifirst Corporation       Arrearage on
                           Contract         $ 1,700

Smith Systems              Arrearage on
                           Contract         $ 1,059

RTSI Reno Tahoe            Arrearage on
Specialty Inc.             Executory
                           Contract           $ 875

Bolt Center                Arrearage on
                           Contract           $ 875

Intermountain Coach Inc    Arrearage on
                           Contract           $ 354

Knowles Publishing Inc     Arrearage on
                           Contract           $ 200

UNIFORET INC: S&P Raises Notes To CCC-Minus
Standard & Poor's raised its corporate credit rating on Uniforet
Inc. and its senior secured rating on the company's US$125
million 11.125% notes due 2006 to triple-'C'-minus from 'D'.

After a recent repurchase, there is US$60.4 million of notes
currently outstanding.

At the same time, the ratings were placed on CreditWatch with
negative implications. The rating action follows the
restructuring of the company's debt, which consisted of the

-- The payment on June 14, 2000, of interest due April 15, 2000;

-- The repurchase of US$64.6 million of the rated notes; and

-- The repurchase of C$13.3 million of unrated debentures.

As part of the restructuring, Uniforet, a small Montreal, Que.-
based pulp, paper, and lumber producer, received waivers from
remaining bondholders that rescind acceleration of the notes.

As such, bondholders may not seek to enforce their security as a
result of the April 15 default.

The current ratings reflect the uncertainty associated with the
company's ability to make its Oct. 15, 2000, interest payment on
the rated notes.

The company is currently evaluating its strategic, operational,
and financial alternatives, and a decision is expected before the
next interest payment is due.

Severe operational difficulties--as evidenced by a C$80.2 million
write-down of Uniforet's Tripap uncoated paper mill--combined
with the company's heavy debt burden will continue to constrain
cash flow generation and jeopardise further debt service
payments, Standard & Poor's said.

UNITED COMPANIES FINANCIAL: Hearing to Consider Sale Motion
Pursuant to a certain agreement, the debtors have agreed to sell
and the EMC Parties (as therein defined) have agreed to purchase
the debtors' portfolio of mortgage loans and the real properties
acquired as a result of the ownership of mortgage loans through
foreclosure or otherwise.

The purchase price will be approximately $318 million, subject to
adjustment.  A hearing to consider the Sale Motion and any and
all Competing Offers will be held on August 15, 200 at 9:30 AM
before the Honorable Mary F. Walrath, District of Delaware.

At the same time, the court will consider the sale motion for the
mortgage servicing operations of the debtors to the EMC parties
for an estimated $436 million, also subject to competing offers.

VERDANT BRANDS: Engages Investment Banking Firm
Verdant Brands has retained the services of the investment
banking firm of Goldsmith, Agio, Helms, & Lynner, Ltd., to assist
the Company in pursuing the sale of its retail business. "Despite
the operational difficulties we have experienced, our retail
brands are strong in the marketplace," said Bruce Mallory,
President and COO.  "In particular, the Safer brand is in its
second consecutive season of double-digit growth.  Because the
Company currently has inadequate capital to invest in the brand-
building activities and infrastructure that this business
requires to operate successfully, a sale of the retail portion of
Verdant's business is being explored as a way of maximizing
shareholder value."  The Company also announces that it has
received a default notice from GE Capital Credit as a result of
loan covenant violations under its credit facility with GE
Capital Credit.  The Company is working with GE Capital Credit to
address the financial problems and correct the defaults.  The
Company previously announced efforts to sell its commercial
dealer business.  Any cash generated from the sale of these
business segments will be used to pay down the GE Capital debt
and reduce the Company's ongoing working capital requirements.

Verdant has pursued a strategy of growth through merger and
acquisition since 1996, joining four businesses together and
increasing sales revenues from approximately $15 million to $75
million in 1999.  While successful in building the revenue base,
the complexity of the businesses acquired, combined with
decreased demand for some product lines because of industry
changes and unfavorable weather patterns, has led to ongoing
losses and cash flow problems.  To address these difficulties, in
May 2000 the Company engaged the services of The Platinum Group,
a Minneapolis-based turnaround management company. Platinum has
worked closely with Verdant's management and Board to assess the
Company's businesses and define a strategy for addressing its
financial problems and improving shareholder value.

WORLDCLASS PROCESSING: Business and Assets Acquired
Samuel Manu-Tech Inc. (SMT-TSE) announces that its Samuel Steel
Pickling Group has acquired the business and assets of WorldClass
Processing, Inc. (WorldClass).

WorldClass, based in Ambridge, Pennsylvania (just north of
Pittsburgh) is a toll-processor of hot rolled coils of carbon and
stainless steel.  Its capabilities include pickling, tempering,
oiling, lube coating, slitting and edge trimming with an annual
pickling capacity of 450,000 tons. In addition, it has a separate
slitting line capable of processing 150,000 tons per annum.
WorldClass has been operating as a debtor-in-possession since
December 1998 when it filed for Chapter 11 Bankruptcy protection.

    The business will operate under the name of:

                          WorldClass Processing Corp.

                  A Division of Samuel Manu-Tech (U.S.) Inc.

The Samuel Steel Pickling Group operates eight Push-Pull Pickling
Lines in North America while its Technology Division designs and
markets patented systems worldwide.

Samuel Manu-Tech Inc. produces a wide range of steel and related
industrial products and services from locations in Canada, the
United States and the United Kingdom.


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

Copyright 2000.  All rights reserved.  ISSN 1520-9474.

This material is copyrighted and any commercial use, resale or
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