TCR_Public/000629.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Thursday, June 29, 2000, Vol. 4, No. 127


ACME METALS: Seek Extension of Exclusivity
ACTION INDUSTRIES: Filing of Plan and Disclosure Statement
AUTOINFO INC: Preliminary Approval of Disclosure Statement
BAPTIST FOUNDATION: Opposes Reconstitution of Committee
BIG PARTY: Case Summary and 20 Largest Unsecured Creditors

COLONIAL DOWNS:  Racetrack To Change Name
CONSECO: Reports Name Wendt as Next CEO
CONTIFINANCIAL: Court Allows Sale of Servicing Platform
DISTRICT MEMORIAL: Case Summary and 20 Largest Creditors
DIAMOND DISMANTLING: Files For Chapter 11 Protection

DYNACORE HOLDINGS: Reaches Agreement With Committee
FLOORING AMERICA: NYSE Suspends Trading, Seeks To Delist Issues
GEOTELE.COM: Hearing to Approve Disclosure Statement
GOSS GRAPHIC: Entry of Final Decree
GRANITE BROADCASTING: Moody's Revises Ratings Outlook To Negative

GST TELECOM: Toronto Exchange Suspends Trading of Shares
GULF STATES STEEL: Bankruptcy Administrator Lists Objections
INTEGRATED HEALTH: Key Employee Retention Program
IVYNET CORP: Certificate of Full Performance From Trustee
JOAN AND DAVID: Rejection of Real Property Leases

JUST FOR FEET: Grant & Eisenhofer Announces Class Action
LEVITZ FURNITURE: Injunction On Agreement with Seaman Furniture
MARTIN COLOR-FI: Announces Confirmation of Plan
PATHMARK STORES:  Merger Failure Wounds Big Investors

PREMIER LASER SYSTEMS: Bar Date Set For August 25, 2000
SAFETY-KLEEN: U.S. Trustee's Appointment to Committee
STAGE STORES: Announces Final Court Approval of DIP Financing
SYSTEM SOFTWARE: Meeting of Creditors
TOKYO SOWA BANK: To Be Sold to Ross-Led Fund

TREESOURCE INDUSTRIES: Seeks Approval To Post $4MM As Surety
VISION TWENTY-ONE: Largo Closing Still A Go


ACME METALS: Seek Extension of Exclusivity
The debtors, Acme Metals Incorporated, seek an order further
extending the debtors' exclusive periods within which the debtors
may file a plan of reorganization and solicit acceptances

The debtors' exclusive periods have been previously extended six
times.  The debtors seek an extension of their Exclusive Proposal
Period and Exclusive Solicitation Period for approximately 90
days, to and including September 29, 2000 and November 29, 2000

The debtors have received a preliminary proposal from a third
party to acquire the debtors' steelmaking operations.  The
debtors believe that the proposal should be pursued and
developed.  In addition the debtors believe that a decision by
the Emregency Steel Guarantee Loan Board regarding proposed exit
financing with Citicorp USA is imminent.  

Also during the previous extensions of exclusive periods, active
discussions occurred between Alpha Tube and the recently6
reconstituted Alpha Committee. Agreement in principle has been
reached regarding most of the issues affecting treatment of the
allowed unsecured claims of Alpha Tube's trade creditors under a
joint plan of reorganization.  The only unresolved material
economic issue is the rate of post-petition interest which would
apply to Alpha Tube trade creditors' claims.  The debtors believe
that an agreement should be reached in the near future.

ACTION INDUSTRIES: Filing of Plan and Disclosure Statement
The Official Committee of Unsecured creditors of Action
Industries Inc. filed a plan of reorganization for Action
Industries Inc. and General Vision Services, Inc., debtor, on
June 16, 2000.  The Bankruptcy Court for the Southern District of
New York has scheduled a hearing for July 11, 2-00 at 10:00 AM to
consider whether an order should be entered approving the
Disclosure Statement.

AUTOINFO INC: Preliminary Approval of Disclosure Statement
AutoInfo, Inc. (OTCBB:AUTO) announced that it has received the
preliminary approval of its Disclosure Statement by the
Bankruptcy Court at a hearing held on Tuesday June 27, 2000.
Final approval is subject to the furnishing of certain additional
information and the making of limited modifications. The Company
intends to make the necessary modifications and seek the
appropriate authorizations to proceed to solicit votes concerning
its Plan of Reorganization within the next two weeks.

The Company anticipates that a hearing to consider confirmation
of the Plan of Reorganization will be scheduled during the first
two weeks of August 2000.

The Plan of Reorganization provides, among other things, for the
issuance of approximately 9,540,000 shares of Common Stock to
AutoInfo's existing creditors. Existing shareholders hold
approximately 7,757,000 shares of Common Stock.

On Thursday, June 22, 2000, AutoInfo announced that it had
entered into an agreement to acquire Sunteck Transport Co., Inc.
("Sunteck"), a full service third party transportation logistics
provider, and it's wholly owned subsidiary,, in
exchange, upon closing, for 10 million shares of AutoInfo Common

William Wunderlich, President and Chief Financial Officer of
AutoInfo stated, "now that we have received Bankruptcy Court
approval of our Disclosure Statement which includes the Sunteck
transaction, we can move expeditiously to the confirmation of our
reorganization plan." Mr. Wunderlich added, "we will finalize our
business plan and begin to seek out potential investors enabling
us to consummate the merger."

All documents on file in this case, Case No. 00-10368, including
the Merger Agreement and the revised Disclosure Statement and
Plan of Reorganization can be viewed on the Bankruptcy Court's
Internet site as follows:

BAPTIST FOUNDATION: Opposes Reconstitution of Committee
The debtors, Baptist Foundation of Arizona, Inc., ask that the
court deny the pending applications to reconstitute the
Collateralized Investors Committee.

The debtors claim that the current members of the Committee
adequately represent all allegedly collateralized investors.
The debtors claim that the court order establishing the committee
did not limit committee membership to only those investors that
owned a 100% of alleged secured instruments.

The debtors say that they have not observed conduct on the part
of the members that would indicate that any member is not
discharging their fiduciary duties as a member.  The debtors
state that the committee was formed for the sole purpose of
representing allegedly collateralized investors in the
determination of whether collateralized and unsecured investors
should be treated equally.  The Committee was formed to
participate and litigate the interests of the allegedly secured
investors in connection with an anticipated adversary proceeding
brought by the debtors.

The anticipated adversary proceeding will be brought as a non-opt
out defendant class action.  A defendant non-opt class action is
the only vehicle that can bind all allegedly secured investors
through a single action and prevent re-litigation of the same
issues by multiple individual investors.  The named individual
defendants in the anticipated adversary proceeding will be
members of the committee who hold only allegedly secured
investments.  Thus, the named defendants from the committee will
adequately represent all allegedly collateralized investors in
the class proceedings under Rule 7023. The debtors state that the
current membership of the Committee is sufficient under the
bankruptcy code and sufficient for the anticipated adversary

BIG PARTY: Case Summary and 20 Largest Unsecured Creditors
Debtor: The Big Party Corporation
        1457 VFW Parkway
        Boston, MA 02132

Petition Date: June 23, 2000     Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02852

Judge: Gregory M. Sleet

Debtor's Counsel: Laura Davis Jones
                  Pachulski, Stang, Ziehl, Young and Jones
                  919 North Market Street, 16th Floor
                  PO Box 8705
                  Wilmington, DE 19899-8705
                  Tel:(302) 652-4100

Total Assets: $ 10 million above
Total Debts:  $ 10 million above

20 Largest Unsecured Creditors

PO Box 71603
Chicago, IL 60694             $ 1,728,094

Unisource Worldwide Inc.
PO Box 360051
Northeast Lockbox
Pittsburgh, PA 15250            $ 510,278

Unique Industries, Inc.
2400 S. Weccacoe Avenue
Philadelphia, PA 19148          $ 402,187

Am Source Inc.
PO Box 29130
New York, NY 10087              $ 309,922

Creative Expressions
Group, Inc.
PO Box 642185
Pittsburgh, PA 15264            $ 279,042

Merriam Graves Dracut Ind.      $ 209,359

Carlton Cards                   $ 199,575

Hallmark Marketing Corp.        $ 156,385

Converting Inc.                 $ 139,183

Worthington Cylinder Corp.      $ 124,550

American Greetings              $ 116,208

Berwick Industries, Inc.        $ 110,962

U.S. Baloon                     $ 109,921

Cindus Corp.                     $ 93,051

Medford Associates Ltd. Ptshp    $ 88,668

Rhodes Inc.                      $ 85,284

ADVO                             $ 79,916

Kendall                          $ 75,778

Independent Packaging Inc.       $ 73,989

Fun Express                      $ 72,063

COLONIAL DOWNS:  Racetrack To Change Name
The Daily Press reports on June 22, 2000 that Colonial Downs
Holdings Inc.'s coming annual meeting that will be held on Aug.
2, shareholders will be asked to take off "Downs" from its
corporate name making it Colonial Holdings Inc. The move will
serve as a sign of interest for the company's desire to delve
into other businesses, according to company president Ian M.
Stewart.  "We've always been looking at other opportunities for
the last couple of years because (of) the difficulty of expanding
in Virginia," Stewart relates.  Also, one of the company's
largest shareholders and CEO, Jeffrey Jacobs whose family has
personally given their guarantee will take care of Colonial
Downs' existing bank debt.

CONSECO: Reports Name Wendt as Next CEO
The Wall Street Journal reported that the company's board will
soon meet to approve former General Electric Co. executive Gary
C. Wendt as Conseco's new chief executive officer.

Conseco shares jumped 30 percent, or more than $1.87, to more
than $8 in heavy early trading Wednesday on the New York Stock

Speculation Tuesday that Wendt would replace founder and former
chief executive Stephen Hilbert helped lift Conseco shares close
14 percent, or 81 cents, higher on the day at $6.50.

GE Capital, the company's finance division which Wendt formerly
headed, is GE's largest and most profitable subsidiary.

However, Colin Devine, an analyst with Salomon Smith Barney in
New York, said in a research report that Conseco faces major
obstacles, including about $1 billion in debt scheduled to be
repaid by the end of September. He also said "there is no
certainty" Conseco will succeed in selling Conseco Finance, the
consumer finance business put up for sale in March.

A Conseco spokesman declined to comment on the newspaper's report
Wednesday, repeating the company's public plans to appoint a new
chief executive by the third quarter.

"In the stockholders meeting (Friday), we mapped out strategy and
believe the financial resources we have at our disposal are
adequate to meet our financial needs," said Jim Rosensteele,
spokesman for the Carmel-based Conseco.

Dow Jones and Bloomberg News also identified Wendt as a contender
for the post.

CONTIFINANCIAL: Court Allows Sale of Servicing Platform
ContiFinancial Corporation (OTCBB:CFNI) announced on June 27,
2000 that it has received approval from the United States
Bankruptcy Court, Southern District of New York, to sell its
ContiMortgage servicing platform and rights to Fairbanks Capital
Corp. ("Fairbanks"). The two companies expect to complete the
transaction within 30 to 45 days.

ContiFinancial had reached agreement to sell the unit to
Fairbanks in early May, with the stipulation that court approval
would be necessary under Section 363 of the Bankruptcy Code.

Alan Fishman, CEO of ContiFinancial said, "We are extremely
pleased that the Court has allowed this transaction to proceed.
It represents the best possible resolution for our creditors and
for our loyal employees who have worked so hard during some very
trying times."

Fairbanks has indicated that it expects to expand the Hatboro,
Pa.-based servicing operation of ContiMortgage, which currently
employs over 400 people.

Fairbanks is one of the highest rated specialty servicers in the
country with over ten years of residential real estate loss
mitigation experience. Fairbanks is headquartered in Salt Lake
City, Utah. Its investors include FSA Portfolio Management, Inc.,
Nomura Principal Capital Group Holding Trust, PMI Mortgage
Insurance Co., GE Equity and FGIC Services, Inc.

ContiFinancial Corporation is a financial services company with
headquarters in New York City.

DISTRICT MEMORIAL: Case Summary and 20 Largest Creditors
Debtor: District Memorial Hospital
        415 Whitaker Lane
        Andrews, NC 28901

Type of Business: Provider of medical services for Andrews, NC
and surrounding areas.

Petition Date: June 6, 2000     Chapter 11

Court: Western District of North Carolina

Bankruptcy Case No.: 00-20069

Debtor's Counsel: T. Bentley Leonard
                  Leonard & Biggers, PA
                  274 Merrimon Avenue
                  Ashville, NC 28801
                  Tel:(828) 255-0456

Total Assets: $ 7,333,787
Total Debts:  $ 4,157,896

20 Largest Unsecured Creditors

General Medical Corp             $ 129,378

Smith Drug Company               $ 118,625

Mission/St. Josephs HCS          $ 100,000

Division of Medical Assistance    $ 81,140

Quorom Health Resources           $ 77,873

Midwest Surgical                  $ 58,873
Services Inc.                   (disputed)
                                   $ 5,000

Alliance Imaging Inc              $ 53,075

Internal Revenue Service          $ 51,774

Baxter IV Systems                 $ 46,631

Mary V Kilpatrick                 $ 42,039

Abbot Labs                        $ 39,996

Alliant Foodservice Inc           $ 37,953

Jane M Carver                     $ 35,541

Allan Wood                        $ 33,591

Smithkline Beecham Clinical       $ 30,059

Haywood County Hospital           $ 29,182

Putnam Investment Co              $ 27,650

Lawayne & Arlene LaFontsee        $ 26,283

Peter & Judy Berglund             $ 24,233

Allegiance Healthcare             $ 23,712

DIAMOND DISMANTLING: Files For Chapter 11 Protection
According to an article in Crain's Detroit Business on June
26,2000, Detroit-based Diamond Dismantling Inc. filed for Chapter
11 protection this month in U.S. Bankruptcy Court in Detroit as
it litigates two court cases.

The article reports that the demolition company's resume includes
the 1997 demolition of the 17-story Wolverine Hotel downtown,
residential demolitions, environmental dirt hauling and plant
stripouts. The company has worked in several different states.

Diamond President and CEO Gerald Fodale said the June 13
bankruptcy filing was a culmination of three events that hurt the
business this past year.

First, Diamond and the city of Detroit were named in a lawsuit by
Bloomfield Hills-based Oppmac Inc. Oppmac claims it holds a $1.7
million mortgage on the 35-acre Packard Motor Car Co. site on
East Grand Boulevard and that the city foreclosed for back taxes
without notifying the company. Diamond's demolition and
redevelopment work was halted last year while the case is
pending. The case is ongoing.

Next, Fodale said, Diamond landed a contract in Philadelphia that
went sour because of what he described as an "unfriendly labor

The third blow came to Diamond, Fodale said, when it faced a
lawsuit from Clinton Township construction company John Carlo

John Carlo won a summary judgment for $1.2 million in Macomb
County Circuit Court stemming from a contract Carlo had with
Diamond for hauling sediment. Fodale said he filed an appeal
about a month ago with the Michigan Court of Appeals.

Fodale said Diamond employees will continue to operate the
business. He said he has been meeting with creditors and trade
unions to update them on the situation. Diamond has estimated
assets of $3.5 million and liabilities of $5 million, according
to the bankruptcy petition. Unsecured creditors with the largest
claims include John Carlo; Kelly Tractor of Miami, Fla., owed
$280,393; Browning-Ferris Industries of Northville, owed
$247,125; and Carleton Farms Landfill in New Boston, owed

Fodale said the company had about $28 million in sales in 1998
and $15 million in sales in 1999.

DYNACORE HOLDINGS: Reaches Agreement With Committee
Dynacore Holdings Corporation (formerly Datapoint Corporation
(OTCBB:DTPTQ)) announced on June 27, 2000 that an agreement in
principle had been reached with the Official Unsecured Creditors'
Committee appointed in the Corporation's Chapter 11 case pending
in the United States Bankruptcy Court for the District of
Delaware. (Case No. 00-1853(PJW)).

The agreement, which is subject to, among other things, filing of
a Plan of Reorganization, vote of creditors and approval by the
Bankruptcy Court, provides for the distribution of approximately
$34.8 million in cash to Debenture holders and other unsecured
creditors from the proceeds of the previously approved sale of
Dynacore's European operations and certain U.S. assets to
Datapoint NewCo I Limited. Such cash distribution is expected to
be not less than 60% of the face value of the outstanding 8 7/8%
Convertible Subordinated Debentures due 2006 (the "Debentures"),
excluding accrued interest. At the time of confirmation of
the Plan of Reorganization, Dynacore is expected to have
remaining working capital of approximately $4 million after fees,
expenses and certain escrow items required in the sale. Dynacore
will have no debt at that time.

The agreement provides that when the reorganized Dynacore emerges
from Chapter 11: (i) Debenture holders and other unsecured
creditors will receive 25% of the equity of the reorganized
corporation, 3 out of 7 seats on the Board of Directors, and 40%
of a Patent Litigation Trust, to be formed to pursue the
Corporation's patent litigation and otherwise to defend them,
(ii) current Exchangeable Preferred Shareholders will receive
23.5% of the equity of the reorganized corporation, and 3.5% of
the Patent Litigation Trust, (iii) current Common Shareholders
will receive 41.5% of the equity of the reorganized corporation;
and (iv) current officer management will receive 10% of the
equity of the reorganized corporation as part of a settlement of
certain officer administrative claims that include contract
cancellation and other contractual entitlements. The Plan of
Reorganization of the Corporation is expected to be filed within
30 days.

Pursuant to the agreement, with respect to its remaining 56.5%
interest in the Patent Litigation Trust, Dynacore will distribute
to its post-bankruptcy shareholders 75% of the first $100 million
of net proceeds received, if any, after adjustment for corporate

The Corporation also announced today that it had changed its
fiscal year end to December 31.

The sale of its European Operations is consistent with the
direction of the Corporation to focus its efforts and resources
on acquiring, developing and marketing software with Internet and
E-commerce applications. The previously acquired Corebyte
Networks(tm) product family (, highlights this
effort. The Corebyte subsidiary has developed an intelligent
browser-based communications networking system. With a single
interface, users of Corebyte Networks(tm) products directly
access every application necessary to manage their enterprise
from basic E-mail to advanced group computing tools. Corebyte
Networks(tm) products users seamlessly share and exchange
valuable information, selectively and securely, within their
networked community and across enterprises via the Internet.
Companies that standardize their network on Corebyte Networks(tm)
products gain all the benefits of the Internet and eliminate the
fear of obsolescence.

FLOORING AMERICA: NYSE Suspends Trading, Seeks To Delist Issues
The New York Stock Exchange suspended trading of Flooring America
Inc.'s (FRA) common shares and 9 1/4% notes due Oct. 15, 2007,
and it will apply to delist the issues.  "Abnormally low selling
price" and the company's petition for reorganization under
Chapter 11 filed with the U.S. Bankruptcy Court on June 15 at
Atlanta are basically the reasons for the exchange's actions.

GEOTELE.COM: Hearing to Approve Disclosure Statement
On June 29, 2000 at 10:00 AM, at the US Bankruptcy Court,
Southern District of NY before the Honorable Burton R. Lifland, a
hearing will be held to consider the entry of an order approving
the Disclosure Statement of Geotele.Com, Inc. f/k/a Transco
Research Corporation.

GOSS GRAPHIC: Entry of Final Decree
Goss Graphic Systems, Inc., et al. seek court entry of a final
decree closing these chapter 11 cases.  The Reorganized Debtors
have substantially consummated the plan and all expenses have
been paid.

GRANITE BROADCASTING: Moody's Revises Ratings Outlook To Negative
Moody's changed the outlook on Granite Broadcasting's long term
debt ratings to negative and lowered the "b3" rating on its $216
million of 12.75% cumulative exchangeable preferred stock to
"caa". Granite's $152 million of 8.875% senior subordinated
notes, due 2008, $59 million of 9.375% senior subordinated notes,
due 2005, and $134 million of 10.375% senior subordinated notes
due 2005 are rated B3. Granite's $240 million secured, guaranteed
revolving credit facility, maturing 2005 is rated Ba3. The senior
implied and issuer rating at Granite are B1 and B2, respectively.

The change in outlook reflects the asymmetry between the near
term cash requirements and the uncertain longer term cash flow
returns Granite expects from its transaction to acquire the NBC
affiliation for its KNTV station. In the near and intermediate
term, the transaction heightens Granite's already high leverage,
reverses its recent efforts to reduce leverage, and prospectively
erodes the company's formerly improving debt protection

The NBC/KNTV affiliation agreement requires that Granite pay NBC
$362 million in nine annual installments, with the initial
payment of $61million due January 1, 2002. Granite will also
grant NBC a warrant to acquire 2.5 million shares of the
Company's common stock at an exercise price $12.50 per share and
a warrant to purchase 2.0 million shares of common stock at an
exercise price of $15.00 per share. (The price is currently
between $6.00 and $7.00) NBC has a right of first refusal on the
sale of KNTV. NBC will also have the right to terminate the San
Francisco affiliation if it elects to acquire an attributable
interest in another station in the San Francisco-Oakland-San Jose
DMA upon payment to Granite of a fee of $14.5 million.

The KNTV transaction creates sizable cash demands, including
substantial capital and sales infrastructure spending, on an
already significantly leveraged enterprise. For the last twelve
months ended 3/31/2000, EBITDA/interest coverage at Granite was
thin at 1.3 times, and leverage high with (total debt +
preferred)/EBITDA approximating 11.5 times. Although the
expectation is that EBITDA coverage of interest will improve over
time, operating flexibility at Granite will remain tight because
of Granite's obligations to NBC. Granite's pro forma fixed charge
coverage, adjusted for its NBC and WB affiliation payments, is
expected to hover around 1 times over the near term.

The negative outlook also incorporates Moody's view that highly
leveraged television broadcasters, such as Granite, are
especially vulnerable to contractions in television advertising
spending as well as the increasingly competitive media market for
advertising dollars. Additionally, Moody's remains concerned that
the recent ratings decline at the WB network may adversely impact
the profitability and high growth of Granite's large market WB
affiliates (approximately 30% of total revenues).

The ratings and outlook also acknowledge that Granite is
interested in developing multiple station positions in its
markets. Thus, Moody's believes that leverage will remain high as
Granite may continue to acquire and develop positions in its
existing markets.

Yet, Granite's ratings continue to benefit from its diversified
network affiliations, which provide some insulation from a
downturn at any of the networks. Granite also benefits from its
geographical diversification, which buffers it from adverse
periods in the economic cycle. Furthermore, many of Granite's
stations are well positioned in their markets and Granite has
seen strong growth from its WB affiliated stations.

Granite's ratings also rely on the value of the company's asset
base and stable cash flows. In the past, Granite has been able to
sell assets in order to reduce leverage or fund other
acquisitions. During 1998, Granite disposed of its Grand Rapids
and Lansing assets for $170 million. Granite also raised
approximately $160 million from the sale of KEYE, its Austin,
Texas CBS affiliated station in August of 1999. Granite used $95
million of proceeds from the latter to reduce its bank debt and
repurchase some of its public debt.

Moody's also recognizes the potential benefits of the KNTV
transaction to Granite. Granite will immediately benefit from
KNTV's presence in the San Francisco DMA, which is a $640 million
advertising market. KNTV's value is likely to rise as the NBC
affiliation helps to build a brand in a substantially more
attractive market.

The KNTV transaction also continues to build Granite's
relationship with NBC. Paxson Communications, partially owned by
NBC, is also in the process of building a marketing relationship
with Granite. Together, they have signed a joint sales agreement
for the San Francisco-San Jose-Oakland region, hence providing
more comprehensive advertising packages to a wider variety of

The Ba3 rating on the bank credit facility reflects the superior
position of the bank facility in the capital structure and the
adequacy of the collateral coverage provided by the Granite's
asset base. The B3 senior subordinated rating reflects its
contractual subordination to the secured facility.

The rating on Granite's 12.75% preferred stock is downgraded from
"b3" to "caa" to reflect the size of its growing obligation, deep
subordination within the capital structure, and the limited
potential for recovery in a distressed scenario. Over the
intermediate term, management is likely to consider replacing the
preferred with a subordinated note in an effort to reduce the
associated expense.

Granite Broadcasting is a television broadcaster headquartered in
New York, New York.

GST TELECOM: Toronto Exchange Suspends Trading of Shares
Dow Jones reports on June 27, 2000 that the Toronto Stock
Exchange has suspended the shares of GST Telecommunications Inc.
(GSTXQ) from trading, effective immediately, for failure to meet
the requirements for continued listing.  The company, which filed
for Chapter 11 bankruptcy protection the U.S. Bankruptcy Court on
May 17, doesn't object to the decision to suspend trading in its
shares, according to a news release.

GULF STATES STEEL: Bankruptcy Administrator Lists Objections
The US Bankruptcy Administrator recommends that the following
items be addressed and/or included in the Disclosure statement
prior to approval:

Information regarding the timing, implementation and how the
proposed capital improvements will actually impact and improve
the debtor's financial future should be provided.  There are no
projections or specific information showing how the capital
improvements make the debtor's continued operation more feasible
than it is today;

The compensation for all of the executive officers is not

The actual cost of the financing, including professional fees
paid to the lenders under the loan documents should be disclose;

A breakdown of the administrative expenses should be provided;

A breakdown of the secured claim holders should be provided;

The exculpatory provisions are too broad;

Exhibits have not been provided;

The Bankruptcy Administrator asks that the references to its fees
be deleted.

INTEGRATED HEALTH: Key Employee Retention Program
The Debtors tell Judge Walrath they cannot afford to lose their
Key Employees. To ensure that their Key Employees continue to
provide integral management and other necessary services during
the chapter 11 cases, the Debtors seek authority under sections
105(a) and 363(b)(1) of the Bankruptcy Code to establish
retention program for Key Employees.

The Key Employee Retention Program has two components:

I.   Stay Bonuses

     - ranging from 25% to 100% of salary;

     - depending on previous contractual commitments and
seniority level;

     - reducible by the outstanding balance of loans grante but
in the event of a change in control, or departure of a key
executive, the loans may be forgiven

     - an amount equal to the approximate federal, state and
local tax liability for loan proceeds to puorchase or maintain an
interest in IHS shares of stock

     - for IHS, payable in three installments (1/3 six months
from Filing Date, that is, August 2, 2000, 1/3 one year from the
Filing Date, that is, February 2, 2001, and 1/3 onn the effective
date of a plan of reorganization;

     - for RoTech, which has a less stable envirnment, payable
quarterly each year, effective as of January 1, 2000, for as long
as RoTech is in chapter 11, or is owned by IHS.

     - total cost estimated for the Stay Program is $3.7 million
for IHS and $5.4 million for RoTech.

II.  Enhanced Performance Incentive Payments

     - on group basis

     - equal to 5% of the increase in EBIDTA above business plan,

     - payable 45 days following the filing of the Debtors' Form

     - will supplement the Debtors' normal incentive compensation
The Debtors assert that the Retention Program represents the
Debtors' exercise of sound business judgment and approval of it
is essential to preserve and maximize the value of their assets
through the reorganization process.

Judge Walrath will entertain the Debtors' Motion at a hearing
scheduled for June 21, 2000. (Integrated Health Bankruptcy News
Issue 5; Bankruptcy Creditors' Services Inc.)

IVYNET CORP: Certificate of Full Performance From Trustee
IvyNET Corporation announced it received a Certificate of Full
Performance from BDO Dunwoody Limited, the Trustee appointed in
respect of the proposal by IvyNet under the Bankruptcy and
Insolvency Act, last June 2, 2000.  Under the proposal, company's
creditors can choose to have their claim either in cash or by a
combination of cash and a convertible note from the company.  The
convertible note is convertible into 50,000,000 common shares of
the company, subject to shareholder and regulatory approval.

In addition, on June 26, 2000 the Canadian Dealing Network Inc.
("CDN") notified the Company that, in view of the recent
reorganization, the Company no longer meets CDN's requirements
for quotation as, in CDN's view, the Company is no longer
carrying on an active business. CDN has indicated that trades
will continue to be reported to CDN in compliance with part VI of
the Securities Act (Ontario) where necessary.

JOAN AND DAVID: Rejection of Real Property Leases
The debtor, joan and david helpern incorporated, seek authority
to reject certain unexpired leases for the debtor's stores
located at (1) Cherry Creek, Denver, Colorado and (2)N. Georgia
Premium Outlets Shopping Center, Dawsonville, Georgia.  A hearing
on the motion will be held on June 30, 2000at 10:00 AM.  The
debtor wishes to reject the leases to save significant funds.  
Newmark Retail Financial Advisors LLC, the debtor's business and
restructuring advisor has determined that the leases have little
or no assignment value.  

On July 6, 2000 the debtor will present a stipulation reject the
unexpired lease between the debtor and Dallas Galleria Limited to
the Honorable Stuart M. Bernstein.  The debtor will vacate and
surrender possession of the store on or before June 30, 2000.

The Landlord has agreed to pay to the debtor $17,000 as
consideration for the termination and rejection of the lease.  
The debtor believes that the use of the Dallas Galleria store is
not necessary to its continued operations.

JUST FOR FEET: Grant & Eisenhofer Announces Class Action
A Consolidated Class Action Complaint has been filed in a
securities class action captioned State of Wisconsin Investment
Board, et al. v. Harold Ruttenberg, et al., Civil Action Nos. CV
99-BU-3097-S and CV 99-BU-3129-S in the United States District
Court for the Northern District of Alabama. This class action is
brought against defendants Harold Ruttenberg, Eric L. Tyra, Peter
Berman, Cooper Evans, Patrick Lloyd, Don-Allen Ruttenberg,
Michael Lazarus, Helen Rockey, Scott C. Wynne, Randall L. Haines,
Adam Gilburne, Deloitte & Touche LLP, Steven H. Barry, and Karen
Baker (collectively, "Defendants"), on behalf of all persons and
entities (other than Defendants and affiliated persons of
Defendants) who purchased common stock of Just For Feet, Inc.
("Just For Feet" or the "Company") between May 5, 1997 and
November 1, 1999 (the "Class Period") and who have suffered a

The Consolidated Complaint alleges that, during the Class Period,
defendants Harold Ruttenberg, Eric Tyra, Scott Wynne and Deloitte
& Touche, LLP, with the knowledge, assistance and participation
of the other Defendants, orchestrated a scheme to defraud public
shareholders and purchasers of Just For Feet securities. In sum,
the alleged scheme entailed publishing fraudulent and false
financial statements for Just For Feet for a minimum of three
fiscal years, that materially overstated sales, profits and
income; understated costs; overstated accounts receivable,
inventories, equipment, fixed assets and stockholders' equity;
and understated significant liabilities. The alleged scheme also
included the concealment of the material omitted facts.

The Consolidated Complaint alleges that the fraud concerns at
least nine specific areas of accounting gimmicks, including: (1)
creating a fraudulent kickback scheme from Just For Feet's
advertising agency in order to increase revenues; (2) creating
false billings and receivables for booth assets donated by shoe
manufacturers; (3) creating other false vendor billings and
receivables; (4) failing to write off bad debt; (5) failing to
book required loss reserves; (6) understating its cost of sales
through the improper use of acquisition accounting; (7)
improperly capitalizing inventory costs and expenses that should
have been reported as current operating expenses; (8) overstating
ending inventory by not accounting or reserving for obsolete or
missing inventory and by arbitrarily writing up the costs of
inventory that was transferred between stores or divisions; (9)
overstating earnings and understating liabilities by improperly
accounting for leaseholds. The Consolidated Complaint further
alleges that Just for Feet knowingly maintained woefully
inadequate accounting and inventory control systems.

The Consolidated Complaint asserts claims under Section 10(b) of
the Exchange Act, 15 U.S.C. Section 78j(b) and Rule 10b-5, 17
C.F.R. 240.10b-5, promulgated thereunder by the Securities and
Exchange Commission (the "SEC"); Section 18 of the Exchange Act,
15 U.S.C. Section 78r; Section 20(a) of the Exchange Act, 15
U.S.C. Section 78t(a); and common law fraud and professional

The following plaintiffs have been appointed to a temporary lead
plaintiff Committee in this class action: State of Wisconsin
Investment Board, Kenneth D. Bush, Edward E. Eubank, Jr. and John
Michael. Any member of the Class who desires appointment to the
final lead plaintiff Committee or who wishes to act solely as
lead plaintiff must file such a petition with the Court within
sixty (60) days of the date of this Notice.

LEVITZ FURNITURE: Injunction On Agreement with Seaman Furniture
The Delaware Chancery Court has issued a preliminary injunction
and opinion that puts on hold a management contract and a shared
services agreement between Seaman Furniture Co. and Levitz
Furniture Inc. (LVFIQ), under which Seaman was to perform the
general day-to-day management of Levitz's 20 or so East Coast

The Boca Raton, Fla.-based furniture retailer and 11 affiliates
filed for Chapter 11 bankruptcy protection on Sept. 5, 1997.

MARTIN COLOR-FI: Announces Confirmation of Plan
On June 27, 2000 Martin Color-Fi, Inc. ("MCF") announced that its
Plan of Reorganization ("Plan") was confirmed at a hearing in
bankruptcy court in the District of South Carolina on Monday,
June 26, 2000. The Plan provides for a merger between MCF
and an affiliate of Dimeling, Schreiber & Park ("DS&P"), a
Philadelphia, Pennsylvania-based investment partnership that
specializes in private equity investments primarily in the form
of Chapter 11 reorganizations. All of the stock of the
corporation surviving the merger will be owned by DS&P.

Stephen A. Zagorski, President and Chief Operating Officer of
MCF, commented: "I am delighted with the confirmation of our Plan
of Reorganization. It represents a significant milestone in the
evolution of our company, and we anticipate that the merger
contemplated by the Plan will be consummated in early July. I am
pleased that both the secured and unsecured lenders supported our
Plan and, of course, am disappointed that there will be no
recovery for any of our existing MCF shareholders."

Bill Quinn of DS&P commented: "We are very pleased that the order
confirming the Plan of Reorganization has now been entered. It
marks an important step toward our purchase of Martin Color-Fi,
which we feel has significant potential for growth."

Martin Color-Fi, Inc. produces polyester fibers and pellets from
recycled plastic materials such as soft drink bottles, off-class
packaging resins, polyester fiber waste and film waste. The
Company uses these materials to produce polyester fibers for a
wide range of markets, including automotive fabrics, carpet,
apparel, home furnishings, industrial fabrics and construction
reinforcement materials. The Company also produces yarns from
synthetic fibers, as well as dyes and pigments.

PATHMARK STORES:  Merger Failure Wounds Big Investors
The Star-Ledger reports on June 22, 2000 that Pathmark Stores'
failure to find a merger partner has seriously affected some of
the grocer's largest bondholders, not excluding Fidelity
Investments.  According to annual and semi-annual reports filed
with the SEC, the Pathmark bonds have maimed the performance of
Fidelity's funds.  Pathmark plans to file bankruptcy protection
under Chapter 11 this summer with a $ 1.5 billion debt on its
tail.   One of the proposals stated was that it will swap debt
for equity, taking off from its books $ 1 billion in debt.

Planet Hollywood announced that Los Angeles Lakers center
Shaquille O'Neal has become the company's latest celebrity
shareholder, according to the Associated Press. O'Neal, the NBA's
regular season and finals MVP, will make personal appearances at
restaurants in his new role. In addition, the restaurant company
is adding "The Shaq Shake" to its menu. "I plan to do for Planet
Hollywood as I have done for the Lakers," O'Neal said. The
Orlando-based company filed for chapter 11 last year and closed
nine of its 32 U.S. locations. In addition, former president
William Baumhauer resigned, and Keith Barish, who started the
venture with chairman and CEO Robert Earl and actors Sylvester
Stallone, Demi Moore, Arnold Schwarzenegger and Bruce Willis,
also left the company. Earlier this year, Schwarzenegger
announced he was leaving the company; Earl said that he is
planning to add more celebrity investors in the near future.
(ABI 28-Jun-00)

PREMIER LASER SYSTEMS: Bar Date Set For August 25, 2000
The US Bankruptcy Court for the Central District of California,
Santa Ana Division entered an order establishing August 25, 2000
as the last date for the filing of proofs of claims against
Premier Laser Systems, Inc. and EyeSys-Premier, Inc.

SAFETY-KLEEN: U.S. Trustee's Appointment to Committee
The United States trustee for Region III invited Safety-Kleen's
largest creditors and other parties-in-interest to an
organizational meeting for the purposes of receiving indications
of interest and statements of willingness to serve on one or more
official committees of unsecured creditors to be appointed
pursuant to 11 U.S.C. Sec. 1102(a)(1).  

Scores of creditors stepped forward, jockeying for seats on any
committee and lobbying for the appointment of multiple

Frederick J. Baker, Esq., Senior Assistant U.S. Trustee, decided
and announced at the organizational meeting that the body of
unsecured creditors will be represented in these chapter 11 cases
by one 6-member Official Committee of Unsecured Creditors by:

     (1) U.S. Bank Trust National Association, as Indenture
         100 Wall Street, Suite 1600
         New York, NY 10005
             Attention: Daniel R. Fisher
                        (212) 361-2299

     (2) The Bank of Nova Scotia Trust Company of New York
         One Liberty Plaza
         New York, NY 10006
             Attention: George E. Timmes
                        (212) 225-5422

     (3) Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, NY 10017
             Attention: Roi G. Chandy
                        (212) 916-6139

     (4) Holnam, Inc.
         6211 Ann Arbor Road
         Dundee, MI 48131
             Attention: John V. Hefferman
                        (734) 529-4323

     (5) Creamer Investments, Inc., f/k/a Ract, Inc.
         136 East South Temple, Suite 1300
         Salt Lake City, UT 84111
             Attention: Jean I. Everest, II
                        (801) 236-9700

     (6) New Pig Corporation [Pig stands for Partners in Grime]
         One Pork Avenue
         Tipton, PA 16684
             Attention: Bernard Edward Stapelfeld
                        (814) 684-0133

STAGE STORES: Announces Final Court Approval of DIP Financing
Stage Stores Inc. announced on June 27, 2000 that its three year,
$450 million debtor-in-possession credit agreement with Citicorp
USA Inc. as agent (the "DIP Financing") was given full and final
approval by the U.S. Bankruptcy Court for the Southern District
of Texas in an order dated June 26, 2000.

Jack Wiesner, chairman, interim chief executive officer and
president, commented, "We are pleased to receive final court
approval for the full amount of the DIP Financing.  This
financing will help ensure that the company has significant
liquidity to meet our financial obligations in the ordinary
course of business."

Stage Stores Inc. brings nationally recognized brand name
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the United
States. The company currently operates more than 600 stores in 33
states, primarily under the Stage, Bealls and Palais Royal

SYSTEM SOFTWARE: Meeting of Creditors
A meeting of creditors in the case of System Software Associates,
Inc. is set for July 14, 2000 at 10:00 AM, 844 King street, Room
2313, Wilmington, DE.

TOKYO SOWA BANK: To Be Sold to Ross-Led Fund
The failed Tokyo Sowa Bank Ltd. said Tuesday it was to be
sold to a US investment fund led by financier Wilbur Ross
in the fund's second takeover of a Japanese lender.

The government's Financial Reconstruction Commission (FRC)
had selected Ross' Asia Recovery Fund as the buyer for
Tokyo Sowa, which was declared insolvent and placed under
state control in June last year, the bank said.

"We have signed a basic accord on our bank's transfer of
operations to Asia Recovery Fund Ltd.," said Tokyo Sowa in
a statement.  "We will proceed with discussions between the
two parties for a final transfer of operations."

The agreement marks only the third outright takeover of a
Japanese bank by foreigners, including the FRC's decision
last month to hand over the failed Kofuku Bank Ltd. to the
Asia Recovery Fund.  The Long-Term Credit Bank of Japan
Ltd. (LTCB) became the first Japanese bank to fall outright
into foreign hands in February, when a syndicate led by
Ripplewood Holdings LLC of the United States won the right
to buy it.

LTCB was relaunched as Shinsei Bank this month. Shinsei,
along with travel agent HIS Co., was also in the running to
take over Tokyo Sowa Bank, which was established in 1950.
The FRC had chosen the Ross fund because its proposal
called for the government to pump less public money into
the insolvent bank than the Shinsei and HIS proposals,
Kyodo News reported.

Ross, 62, who owns US investment firm WL Ross and Co., is a
famed figure in US financial circles who until March was
executive managing director of Rothschild and Co.  Ross is
seeking to create a holding company under which to put both
Osaka-based Kofuku and Tokyo Sowa, Kyodo quoted FRC sources
as saying.

The Tokyo-based bank filed a bankruptcy application with
the FRC, set up in 1998 to shore up Japan's crumbling
financial industry, for public protection last year.
Its capital-to-asset ratio was 2.4 percent just before it
collapsed, far below the four percent required by Japan's
Financial Supervisory Agency for banks operating
domestically.  The Tokyo-based bank, strangled by bad
loans, collapsed with a huge capital deficit of 102.2
billion yen (971 million dollars).  (Agence France Presse

TREESOURCE INDUSTRIES: Seeks Approval To Post $4MM As Surety
The debtors, Treesource Industries, Inc., et al. seek court
approval to post approximately $4 million of cash or cash
equivalents as surety for certain of the debtors' workers
compensation and timber obligations.  The motion shall be heard
on Friday July 7, 2000 at 11:00 AM before the Honorable Samuel J.
Steiner in Room 407, Park Place Building, 1200 Sixth Avenue,
Seattle, Washington.  The debtors currently have surety bonds
from Frontier Insurance Company in the approximate amount of $6
million.  The debtor has posted approximately $1 million of
collateral, in the form of a zero coupon bond, to secure
Frontier's $6 million bonding obligation.  Frontier's debt rating
was recently downgraded, and Frontier no longer qualifies as an
adequate surety accepted by certain federal and state agencies.  
Therefore, the debtors must replace certain of the surety bonds
from Frontier with bonds from a different surety company or with
sufficient cash collateral.  

The debtors estimate that Frontier will still be an acceptable
bonding company for certain of the debtors' obligations.  
However, approximately $4 million of the debtors' obligations
will require another form of surety.  

The debtors propose to post their own collateral, in the form of
letters of credit or similar cash equivalents, directly with the
state and federal agencies as necessary.  The debtors will need
to pay from cash on hand and/or borrow $4 million form their DIP
Facility with GE Capital Corporation in order to make these
required security deposits.

VISION TWENTY-ONE: Largo Closing Still A Go
The St. Petersburg Times reports on June 22, 2000 that despite
the cancellation of Opticare Health Systems buyout with Vision
Twenty-One Inc., the company will still proceed with its plan of
closing its headquarters in Largo by the end of August.  And,
about 35 employees will be sent home while the company is
consolidating its corporate functions in either Baltimore or
Boca Raton. The eye-care company is presently under restructuring
of its debt or selling its assets while its struggling as an
independent firm.


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

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

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

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