TCR_Public/000703.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Monday, July 3, 2000, Vol. 4, No. 129


AMERISERVE: Exploring Strategic Alternatives
AMERISERVE: Files Motion to Sell Equipment Division
APPLE ORTHODONTIX: Seeks Extension of Exclusivity
BAAN: Says Risk Bankruptcy if Bid Fails
CASMYN CORP: To Immediately Issue Common Stock

CELLO RECORDINGS: Files for Chapter 11
CHOICE ONE: Moody's Assigns Ratings For The First Time
CLARK MATERIAL: $45 Million Dip Financing Approved by Court
DEVLIEG BULLARD: KPS Completes Acquisition
DOW CORNING: Judge Rules Against Government

DYNAMATIC CORP: Colmen Capital Advisors Named Financial Advisors
FIRSTPLUS FINANCIAL: Taps Verner, Liipfert as Special Counsel
FRUIT OF THE LOOM: Seeks To Pay CEO $1 Million Emergence Bonus
FULCRUM DIRECT: Seeks To Extend Period To Remove Actions

HARNISCHFEGER: Third Motion For Extension of Exclusivity
INTEGRATED HEALTH: Motion To Reject Management Agreement
KEVCO INC.: Moody's Lowers Debt Ratings
LEVITZ: Seeks To Extend Exclusivity
MAURICE: Going Out of Business Sales Commence

MONET GROUP: Change in Date and Location of Auction Sale
PURINA MILLS: Emerges From Chapter 11; To Trade on NASDAQ
SANDS CASINO: Attorneys Deliver Closing Arguments
SMITH CORONA: Sells 49% Of New Stock To Pubco
TELEGEN CORP: Plan of Reorganization is Confirmed

TELEGROUP: Representative Retains Counsel
THREE D DEPARTMENTS: Hearing on Case Dismissal
VENCOR INC: Court Approves Amendment To DIP Financing


AMERISERVE: Exploring Strategic Alternatives
As has been previously announced, AmeriServe Food Distribution,
Inc. is exploring a number of strategic alternatives including
the potential sale of substantially all the company's assets.  
Other options previously discussed by management are to continue
as a stand-alone company or to take on a strategic partner.  
AmeriServe has entered into preliminary discussions with several
including McLane Company, Inc. concerning these strategies.

No specific agreements have been reached with any party, and the
U.S. Bankruptcy Court must approve any change in the company's

AmeriServe will continue to work closely with its customers and
employees during this period with the goal of continuing to
improve operating efficiencies and customer service.

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas,
is the one of the nation's largest distributors specializing in
chain restaurants, serving leading quick service systems such as
KFC, Long John Silver's, Pizza Hut and Taco Bell.

AMERISERVE: Files Motion to Sell Equipment Division
AmeriServe Food Distribution, Inc. filed a motion on June 27,
2000, with the U.S. Bankruptcy Court in Wilmington, Delaware, to
sell its Equipment Division. The sale of the division will be
contingent upon the satisfaction of a minimum sale price.  All
interested parties will be invited to submit bids against that
minimum.  It is expected that, upon the court's approval, an
auction and sale hearing will be set for late July, with a
closing to follow promptly thereafter.

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas,
is one of the nation's largest distributors specializing in chain
restaurants, serving leading quick service systems such as KFC,
Long John Silver's, Pizza Hut and Taco Bell.

APPLE ORTHODONTIX: Seeks Extension of Exclusivity
The debtor, Apple Orthodontix, Inc. seeks a court order extending
the exclusive periods during which the debtor may file
reorganization plan(s) and solicit acceptances of such plan(s).  
The debtor believes that it will need at least an additional 60
days, through and including September 23, 2000 to propose a plan
and through and including November 22, 2000 to solicit
acceptances to such a plan. The debtor states that the size and
complexity of this case alone justify such an extension.  Over
the next few weeks the debtor will continue to negotiate with its
Affiliated Practices and will work with Orthodontic Centers of
America, Inc. to close the contemplated transactions with as many
Affiliated Practices as possible.  After the close of the
contemplated transaction with Orthodontic Centers of America Inc.
the debtor will have a much better gauge of how many Affiliated
practices will remain, and will at that time be in a better
position to prepare a reorganization plan.

BAAN: Says Risk Bankruptcy if Bid Fails
Dutch software group Baan may file for bankruptcy if a takeover
bid by Britain's Invensys fails, according to a Reuters report.
Baan CEO Pierre Everaert said bankruptcy was the worst-case
scenario if the offer did not succeed. Everaert confirmed that
bankruptcy was the last of the four possible options for Baan,
would the Invensys bid fail. If the bid fails, auditors
PriceWaterhouseCoopers are "likely to issue a negative `going
concern' opinion in 1999 audited accounts" to be filed by July
15. The Amsterdam company has a debt of $100 million. (ABI 30-

CASMYN CORP: To Immediately Issue Common Stock
Aries Ventures Inc., a Nevada corporation, the successor to
Casmyn Corp., a Colorado corporation (OTC: ARVT), announced that
on June 1, 2000, the United States Bankruptcy Court entered an
Order Authorizing Non-Material Modification of Debtor's Second
Amended Chapter 11 Plan of Reorganization.  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 authorizes the Company to immediately issue and
distribute to its shareholders all or a majority of the common
stock of the Company's wholly-owned subsidiary that owns all of
the Company's mining investments and properties, thus bypassing
the issuance of the "New Goldco Warrants" originally provided for
in the Plan.  During May 2000, the name of the Company's
subsidiary incorporated in the state of Nevada that owns all of
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 entitled to
exchange their old securities for new securities pursuant to the
Plan.  Resource Ventures, Inc. has been assigned the OTC ticker
symbol "RVTR".  Shareholders entitled to exchange their old
securities for new securities pursuant to the Plan now will
receive one share of common stock and one common stock purchase
warrant (hereinafter designated as the "Series A"
warrants) in Aries Ventures Inc. (OTC: ARVT) and in Resource
Ventures, Inc. (OTC: RVTR), respectively.  Effective July 1,
2000, Aries Ventures Inc. and Resource Ventures, Inc. will
operate as separate public companies and their securities will
trade separately.

In order to receive the cash or the new securities to be issued
pursuant to the Plan, all shareholders are required to turn in
certificates evidencing ownership of the Company's old common
stock and old preferred stock to the Company's transfer agent for
cancellation, as well as to comply with certain other conditions
specified in the Plan.  The Company's transfer agent will
effect the share exchange pursuant to the terms of the Plan.  
Shareholders who hold their shares directly should send their
share certificates to the Company's transfer agent, American
Securities Transfer & Trust, Inc., 12039 West Alameda Parkway,
Suite Z-2, Lakewood, Colorado 80228 (telephone 303-984-4127; fax
303-984-4110), to receive their new securities or the cash
payment. Shareholders who hold their shares through brokerage
accounts should contact their brokers to send their shares to the
Company's transfer agent to be exchanged into the new securities
or for the cash payment.

Only shareholders of record on April 11, 2000 will be entitled to
receive the new securities or the cash payment.  Any certificates
for old securities that are not presented to the transfer agent
by the close of business on April 10, 2001, one year after the
effective date, will be automatically cancelled without any
further notice or action by the Company.

On April 11, 2000, the Company effected a 1-for-500 reverse split
of its 243,578,142 shares of common stock outstanding and a
conversion of each of the Company's 523,784 shares of preferred
stock outstanding and related claims thereunder into 5.27 shares
of the Company's common stock.  Shareholders of record owning
less than 50,000 shares of common stock on April 11, 2000 will
only receive a cash payment of $1.00 per share after adjusting
for the 1-for-500 reverse stock split and are not entitled to the
new securities being distributed pursuant to the Plan.  All of
the foregoing actions are being taken pursuant to the Plan.

CELLO RECORDINGS: Files for Chapter 11
According to an article in the Washington Post on June 30, 2000,  
the year after he took UUNet public in one of the most profitable
initial public offerings ever, Richard L. Adams Jr. splurged and
had a state-of-the-art custom entertainment system designed and
installed in his home. He apparently liked the system so much he
decided to build a nationwide network of design centers aimed at
helping affluent homeowners blend "entertainment excellence and
aesthetic perfection."

But now Adams is dismantling the network of design centers, and
last week he filed for Chapter 11 bankruptcy protection for a
related company, Cello Recordings LLC.

Of the nine design stores previously assembled under the name
Cello Technologies Corp., at least four had been sold back to
previous owners, while several others had been closed or were in
the process of going out of business, employees and store owners
said yesterday. A third Cello unit that built audio equipment
also has ceased operations, company employees said.

Officials at Cello's Falls Church headquarters did not respond to
calls seeking comment yesterday, and Adams did not return
telephone messages.

According to the bankruptcy filing, Cello Recordings claimed
assets worth between $ 500,000 and $ 1 million and debts between
$ 1 million and $ 10 million.

Cello Technologies, which designed and installed ultra-high-end
home electronics systems ranging in price from $ 15,000 to $
500,000, promoted itself on its now-defunct Web site as "a
leading provider of home entertainment and integration technology
products and services" catering to the rich and famous. The Web
site also told the story of how Adams became involved in the

Cello boasted on the Web site that its clientele included more
than 30 members of the Forbes 400 list of wealthy individuals, at
least five major studio executives, 20 major movie and recording
celebrities and at least five of the nation's "major technology

In 1999 the company said it invested more than $ 1.5 million on
technology research and development.

The business model for Cello that called for creating glitzy,
high-concept showrooms in affluent communities was doomed to
failure, according to some employees. The type of labor-intensive
technical design work Cello was doing is a high-overhead business
that doesn't fit well with the national "chain store" approach,
they said. It also was hard to find people with the skills to
design and install the sophisticated equipment.

"There were all sorts of problems with the Cello [organization] .
. . but the flawed business model was the first step," said one
Cello salesman who asked not to be identified. "It was an
exercise in hubris all around--the whole concept."

Adams, who founded UUNet in 1987 and turned the company into one
of the first commercial Internet service providers, received
stock worth about $ 300 million in 1995 after the company went
public and was sold.

John Sidgemore, former chief executive of UUNet and now vice
chairman ofWorldCom Inc., sits on the Cello Technologies board of
directors, according to the company Web site. Sidgemore was
traveling and could not be reached for comment yesterday, a
WorldCom spokesman said.

CHOICE ONE: Moody's Assigns Ratings For The First Time
Moody's Investors Service has assigned a B3 rating to Choice One
Communications Inc.'s $350 million senior secured credit
facility. Moody's has also assigned a senior implied rating of B3
to Choice One Communications Inc., and a senior unsecured issuer
rating of Caa2. The outlook is stable. This is the first time
Moody's has assigned a rating to Choice One.

The ratings reflect the risks common to an early-stage company,
with positive cash flow generation still several years away, a
small but rapidly growing customer base and significant market
expansion; and the challenges associated with integrating the US
Xchange properties. The ratings also recognize the significant
amount of junior capital contributed (and committed) to date; a
seasoned management team; and some early signs of operational
success in the company's most mature markets.

The credit facility is comprised of three tranches including a
$100 million eight-year reducing revolver, a $100 million eight-
year delayed draw term loan and a $150 million eight and one-half
year term "B" loan. The borrowers under the credit facility
include all direct and indirect subsidiaries of Choice One
Communications Inc. (parent holding company) on a joint and
several basis. The credit facility is supported by a pledge of
essentially all of the assets as well as guarantees from those
subsidiaries and pledge of stock from the parent holding company.
The B3 rating on the credit facility is somewhat constrained by
the early stage of the company's development. As the company's
operations continue to mature, the value of its assets will
become more assured, although Moody's believes the collateral
coverage of the bank obligations to be adequate. Finally, the
credit facility will be structurally senior to the company's $180
million senior unsecured bridge facility, which will be an
obligation of the holding company above the borrowers under the
bank facility.

Choice One signed a definitive agreement on May 15, 2000 to
acquire US Xchange, a privately-held CLEC, with operations in
second and third tier markets in the Midwest. The purchase price
for US Xchange will be financed with the proceeds from the term
"B" loan and the proposed $200 million preferred stock investment
as well as seven million shares of Choice One common stock. The
acquisition will accelerate the company's expansion into new
markets and provide it with a platform to launch its voice and
data services. Although we believe the rationale for the
acquisition is sound, we also recognize the risks inherent in
integrating the two companies and the challenges associated with
managing a much larger entity.

Choice One Communications provides competitive voice and data
services in second and third tier markets in the northeast and
now the midwest with the acquisition of US Xchange. Choice One
began commercial service in its first market in February 1999,
while US Xchange began operations approximately a year earlier.
Although the company is still at a relatively early stage of
development, Moody's recognizes Choice One's early success in
selling and provisioning access lines in its most mature markets.
The combined entity currently operates in 21 markets and served
approximately 93,000 access lines (73% on-switch) at the end of
the first quarter of 2000, installing roughly 20,000 access lines
during the period. From this base of 21 markets, the company
plans to expand into another 8 markets within the next 12 months.

A significant component of the company's strategy is to provide
bundled voice and high-speed data services to small and medium-
sized business customers. The company is utilizing DSL technology
to provide the high-speed data access. DSL technology provides
existing services at a much cheaper cost. Those that deploy DSL
early, such as Choice One, should benefit by attracting customers
with lower prices, however, we expect the advantage to dissipate
over time as competitors, including the incumbent telephone
companies, match the DSL cost basis.

Choice One has employed a "smart-build" network strategy in its
markets, which entails minimizing the up-front capital
expenditures and tying network investment more directly to
operational success. This strategy should enhance a company's
return-on-asset measures, but not necessarily its cash flow.
Choice One currently owns its switches but leases almost all of
its transport. While Choice One has established itself with a
smart-build strategy, Moody's expects the company will make
further investments in network elements over time. For instance,
as part of the US Xchange transaction, the company gains an IRU
for 8 strands of inter- and intra-city fiber in the US Xchange
markets. Further, Choice One has recently signed a 20-year master
facilities agreement to acquire transport in its original Choice
One markets.

The company has recently demonstrated its access to the capital
markets. Choice One raised $164 million in an initial public
offering in February 2000. Most recently, the company received
commitments from Morgan Stanley Dean Witter for a $200 million
preferred stock investment and a $180 million senior unsecured
bridge facility. Moody's notes the preferred stock investment is
non-convertible and will begin to pay cash dividends beginning in
year six. Pro forma for the US Xchange acquisition, Choice One
will have approximately $50 million in cash and access to $200
million in undrawn bank facilities. Moody's expects the company
will seek to replace its $180 million bridge commitment, however
the company is under no obligation to utilize it, and Moody's
believes the company can support its capital expenditures and
operating losses over the next twelve months without accessing
the bridge facility. Although we believe the company's current
business plan is fully funded, we anticipate the company will
find further growth opportunities and has already begun to
evaluate other markets within its region.

Going forward, Moody's will monitor management's ability to
effectively integrate the US Xchange operations, as well as to
successfully sell, provision, and support the expected growth in
access lines. As the company matures and demonstrates success in
selling its bundled voice and data services to end users, Moody's
will reassess the appropriateness of these ratings.

Choice One Communications Inc. is headquartered in Rochester, New

CLARK MATERIAL: $45 Million Dip Financing Approved by Court
CLARK Material Handling Company announced on June 29, 2000 that
under a Final Order approved by the Court, CLARK will proceed
with its plans to cease manufacturing operations in Lexington and
transition these operations to Company facilities in Germany,
Korea and Alabama.

Furthermore, a portion of the $45 million permanent financing
will carry a lower interest rate than the interim facility it
replaces, and also includes separate financing accommodations to
CLARK's Blue Giant subsidiary.

Dr. Martin M. Dorio, Jr., Chairman and Chief Executive Officer
stated, "We are pleased to take this important step in the
reorganization process for CLARK Material Handling Company.  We
now will be implementing the manufacturing initiatives we have
designed to most cost effectively produce value-added CLARK
products for our dealers and customers, and have the permanent
financing necessary for CLARK to fulfill the market's needs and
move forward competitively.  CLARK is positioned to meet its post
Chapter 11 filing obligations to suppliers and provide dealers
with the quality products and services they require."

DEVLIEG BULLARD: KPS Completes Acquisition
KPS Special Situations Fund, L.P. announced on June 29, 2000 that
it has completed the acquisition of DeVlieg-Bullard, Inc., a
nationwide provider of machine parts and rebuilds for the machine
tool industry.

KPS purchased the assets and operations of DeVlieg out of
bankruptcy for approximately $18.5 million in cash plus DeVlieg
notes with a face value of $ 12.75 million.  KPS provided a $10
million equity investment to fund a portion of the purchase price
and arranged for LaSalle Business Credit, New York Region,
to extend a $24 million credit facility to fund the remainder of
the purchase price and provide the Company with approximately $9
million of new liquidity.

DeVlieg, headquartered in Rockford, Illinois, operates three
business segments: (1) a service parts unit that distributes OEM
machine parts and tools and provides field services for name
brands of manufacturing equipment including DeVlieg, Bullard,
National Acme, and New Britain, (2) a rebuild division that
rebuilds and retrofits machines, and (3) a manufacturing division
that produces preset machines, boring tools and CNC tool holders
under such brand names as Cushman, Universal Engineering and
Microbore.  The Company employs approximately 260 people in five
facilities located across the nation and generated approximately
$80 million in annual revenues before filing for bankruptcy in
July 1999.

KPS has retained Mr. Alan Konieczka and Mr. James Lally to serve
as the CEO and CFO, respectively, of the Company.  Messrs.
Konieczka and Lally joined DeVlieg in November 1999 and have been
instrumental in restructuring DeVlieg's operations and restoring
the Company to profitability.  Mr. Konieczka said, "We are
extremely excited to complete the KPS investment transaction.  
DeVlieg has a strong core business and a tremendously loyal
customer base in the machine tool industry.  The financing
provided by KPS and LaSalle provides us with the financial
resources necessary to recapture our place as the premier
provider of OEM parts, tools and rebuilds to our large
customer base.  KPS worked with our senior management team to
develop a turn-around plan critical to the strategic direction of
our Company and brings a truly unique relationship with organized
labor.  We cannot imagine reorganizing this business and
returning the Company to sustained profitability without the
value provided by the KPS team."

The KPS transaction also includes a unique new collective
bargaining agreement with Local 1131 of the United Automobile
Workers of America (UAW) that will allow DeVlieg to grow its
Tooling Systems Division substantially over the next two years.

"KPS has taken a positive and professional approach to the
contract negotiations that were required to complete this change
of ownership," said George Andros, director of UAW Region 1D,
which includes more than 80,000 active and retired union members
in western Michigan.  "They have shown a great deal of respect
for the role that UAW members play in creating a quality product,
and that's a very good sign for the future of the business."

"This is a good day for workers at the Tooling Systems Division
of DeVlieg-Bullard," said Ken Chaltraw, president of UAW Local
1131, representing active and retired workers at the Frankenmuth,
Michigan plant.  "We've established a good relationship with the
new owners of our company, and we're going to work hard together
to rebuild our business and create job security for our members."

KPS Special Situations Fund L.P., founded in 1998 by Eugene
Keilin, David Shapiro and Michael Psaros, is a New York City
based private equity fund that invests in restructurings,
turnarounds and other special situations, often in cooperation
with employee groups. "We are proud and pleased to be associated
with such great American machine tools and parts as DeVlieg,
Bullard, National Acme, and New Britain and tooling products such
as Cushman, Universal and Microbore," said Brian Riley of KPS.  
"Putting the OEM rebuilder and supplier of these machine parts
and tools back on strong financial footing should be good
news for the many owners of these machines."

The principals of the KPS Fund have restructured dozens of
companies in basic manufacturing and service industries. In
addition to DeVlieg, KPS currently owns a controlling interest in
Blue Ridge Paper Products, Inc., a leading manufacturer of
envelope grade paper and coated board used in liquid packaging
and Blue Heron Paper Company, a West Coast manufacturer of
newsprint and related paper products.  KPS has also entered into
an agreement to purchase a controlling interest in United Road
Services, Inc. (OTC: BB URSI), a national provider of automobile
transportation and towing services.

DOW CORNING: Judge Rules Against Government
U.S. Bankruptcy Judge Arthur Spector has ruled that Dow Corning
Corp. doesn't have to pay $92 million to the U.S. government for
federally paid medical expenses linked to silicone breast
implants the company once made.  Judge Spector said that the
government "has utterly failed to produce evidence that would
establish an essential element of its claim that one of (Dow
Corning's) products was involved in the medical care for which it
seeks recovery."

Dow Corning filed chapter 11 in May 1995 after it was hit with
about 19,000 lawsuits from women who alleged the company's
silicone gel breast implants caused illnesses.

DYNAMATIC CORP: Colmen Capital Advisors Named Financial Advisors
By order entered on June 20, 2000, the debtor, Dynamatic
Corporation is authorized to retain Colmen Capital Advisors, Inc.
as financial advisor.

FIRSTPLUS FINANCIAL: Taps Verner, Liipfert as Special Counsel
The debtor, Firstplus Financial, Inc., seeks authority to employ
and retain the firm of Verner, Liipfert, Bernhard, McPherson and
Hand, Chartered as special counsel to the FPFI Creditor Trust,
effective as of May 11, 2000.

The firm will provide the following services:

Kahler litigation

Objections to certain proofs of claim

Finalizing and closing various settlement agreements;

Finalizing and closing any transactions and agreements
contemplated under the plan;

Finalizing and closing the transactions and agreements
contemplated under the Countrywide purchase agreement;

Regulatory advice and assistance concerning sale of FirstPlus

Tax advice and assistance regarding the debtor, Western
Interstate Bancorp, and the Trust, including establishment of a
voting trust for stock of FPFI;

Litigation concerning certain secured creditor claims;

Other matters concerning the trust, debtor, its subsidiaries, WIB  
and FPB, as requested.

The firm will charge its usual hourly rates that range from
$150/hr. for associates to a high of $395 per hour for

An order of dismissal was entered on June 26, 2000 by the
Honorable Prudence Carter Beatty, US Bankruptcy Court Southern
District of New York, in the Chapter 11 case of Frnakel's Home
Furnishings, Inc.

FRUIT OF THE LOOM: Seeks To Pay CEO $1 Million Emergence Bonus
Fruit of the Loom Ltd. is seeking court authority to pay its
Chief Executive Dennis S. Bookshester a $1 million bonus if the
court confirms a joint plan of reorganization for the company
before March 31, 2001, or $800,000 if a plan is confirmed after
that date, according to a motion recently obtained by Federal
Filings Business News.  But in order for Bookshester to receive
the bonus, he must be employed as CEO on the day immediately
following the plan's effective date or have been replaced other
than for cause or because of a voluntary withdrawal.  The U.S.
Bankruptcy Court in Wilmington, will consider the request at a
hearing on July 10.

"The purpose of the emergence bonus is to provide a real
financial incentive to Mr. Bookshester to induce him to remain
with Fruit of the Loom and continue to provide critical
management services during Fruit of the Loom's Chapter 11 cases
and to provide him with benefits substantially equivalent to
other tier I key employees,' according to the motion.

FULCRUM DIRECT: Seeks To Extend Period To Remove Actions
The debtors, Fulcrum Direct Inc., and its affiliates seek a court
order enlarging the debtors' time within which to file notices of
removal of related proceedings.  The debtors seek an extension of
approximately 90 additional days to and including September 29,
2000.  The debtors have not had a full opportunity to investigate
their involvement in Pre-petition actions.  Additionally, the
deadline for filing proofs of claim was only recently set in
these cases.  Accordingly the debtors believe that tit is prudent
to seek an extension to protect their right to remove those pre-
petition actions that are discovered through the debtors'
investigation and the claims review process.

HARNISCHFEGER: Third Motion For Extension of Exclusivity
The United States Trustee interposed an objection to the Debtors'
request "because the expiration of exclusivity may have a
salutary effect on the plan confirmation process."  Joseph J.
McMahon, Jr., Esq., made this bald assertion without any
explanation of how competing plans of reorganization submitted by
who-knows-how-many parties-in-interest would streamline the plan
confirmation process.  

To soothe the U.S. Trustee and avoid protracted litigation over
whether opening-up the plan process to multiple constituencies
would foster or impede confirmation, the Debtors agreed to
contract their request.  Accordingly, the Debtors' request a
further extension of their exclusive period during which to
file a plan of reorganization through August 16, 2000, and
request that their exclusive period within which to solicit
acceptances of that plan be extended through October 16, 2000.

James H.M. Sprayregan, Esq., representing the Debtors, advised
Judge Walsh that 18,916 claims asserting more than $10 billion in
liability have to be dealt with in these chapter 11 proceedings.  
Clearly, the overwhelming bulk of these claims are disputed.  
But, until appropriate objections can be filed and the bulk of
these claims are disallowed, it is impossible for anyone to
propose a feasible plan capable of achieving confirmation.  
Nobody, Mr. Sprayregan says, could draft a disclosure statement
at this time that would pass muster under 11 U.S.C. Sec. 1125
meaningfully describing the anticipated distributions to
legitimate creditors.  

In the absence of any unresolved objection, Judge Walsh ruled
that the Debtors' exclusive period during which to file a plan of
reorganization is extended through August 16, 2000, and the
Debtors' exclusive period within which to solicit acceptances of
that plan is extended through October 16, 2000.

Although the Debtors will strive to propose a plan by August 16,
2000, Mr. Sprayregan cautioned, the Debtors do not believe it
will be possible and the Court should anticipate a fourth request
for a further extension. (Harnischfeger Bankruptcy News Issue 24;
Bankruptcy Creditors' Services Inc.)

INTEGRATED HEALTH: Motion To Reject Management Agreement
The Debtors seek to reject a management agreement between IHS
Acquisition No. 175 and Advisors Healthcare Group, Inc.

The agreement was originally between Connecticut Subacute
Corporation II (CT-II) and Horizon Healthcare Corporation. Under
the Agreement, Horizon was to be engaged as manager of certain
facilities leased and operated by CT-II. Subsequently, debtor IHS
175 assumed Horizon's managerial obligations and Advisors
Healthcare Group, Inc. became CT-II's successor in interest.

The Agreement relates to three facilities in Connecticut:

         * Clifton House Rehabilitation at New Haven;
         * Greenery Rehabilitation Center at Waterbury; and
         * Greenery Extended Care Center at Cheshire.

According to the Agreement, the manager is required to manage,
supervise, and operate the Facilities, to provide high quality
skilled nursing, intermediate and resident care services to
patients of the Facilities and to carry out general management
functions with respect to the Leased Properties. The fee to be
received by the manager is based on a percentage of revenues.

The agreement also provides that in the event a facility lacks
funds to satisfy expenses, it is the manager's responsibility to
loan funds to Advisors. In return, the manager is entitled to
receive a promissory note from Advisors in the face amount of
such loans.

In 1998, 1999 and 2000, the Debtors advanced funds to Advisors to
cover operational expense shortfalls, pursuant to IHS 175's role
as manager of the Facilities, and several promissory notes that
the Debtors received from Advisors are unpaid. The aggregate
total of the unpaid amount is in excess of $4,800,000.

Each of the Connecticut Facilities operated at a loss for
calendar year 1999 and further loss for 2000 is projected:
EBTDA-CapEx                                   EBTDA-CapEx
Actual 1999                                  Projected 2000

Clifton House Rehabilitation Center        
($2,913,046)                                 ($3,843,390)  

Greenery Rehabilitation Center
($1,936,450)                                  ($466,498)

Greenery Extended Care Center at Cheshire  
($2,520,879)                                  ($1,834,718)

Although the Debtors are not obligated to bear the financial
losses incurred by the Connecticut Facilities, they are required
to advance funds which may not be recovered. In the circumstance,
the Debtors assert there is ample justification, in their
business judgment, to terminate the contractual obligations under
the Agreement immediately.

The Debtors therefore seek authorization, pursuant to section
365(a) of the Bankruptcy Code, to reject the Contract. The
Debtors also propose that the Court establish a deadline of 30
days from the date the motion is granted, for the filing of all
claims allegedly arising from such rejection, and any claim that
is not timely filed before the deadline be forever barred.
(Integrated Health Bankruptcy News Issue 5; Bankruptcy Creditors'
Services Inc.)

KEVCO INC.: Moody's Lowers Debt Ratings
Moody's Investors Service lowered the ratings of Kevco Inc.'s
("Kevco") $105 million 10.375% senior subordinated notes due
2007, to Ca from Caa2 and its issuer rating to Caa2 from Caa1.
Moody's confirmed its $135 million secured credit facility at B3.
The senior implied rating is downgraded to Caa1 from B3 and the
outlook is negative.

The rating action is prompted by the company's continued weak
financial performance over the past two years which accompanies
thin to no interest coverage after Kevco took on a large amount
of debt during its December 1997 acquisition of Shelter
Components Corp. Kevco continues to face challenges in
integrating the Shelter Components acquisition, which includes
integrating multiple computer systems into one. The majority of
the systems integration should be completed by the end of next
quarter however completing the multiple facility configuration in
Indiana may take another twelve months.

Also prompting the downgrade is the slowdown in the manufactured
housing industry that Kevco serves which is not expected to
bounce back in 2000. This slowdown has resulted mainly from an
industry-wide build-up of retail inventory along with tighter
lending availability.

In addition, Moody's believes it will be difficult for Kevco to
meet its debt obligations over the next year. Moody's expects
2000 operating income to fall short of projected interest and
principal payments for 2000. Management expects the shortfall to
be offset by planned reductions in working capital.

Currently, the $120.5 million credit agreement is comprised of a
$45 million revolver due December 2003, a $36.9 million Term loan
A due December 2003, and a $38.6 million Term Loan B due December
2004. Availability on the revolver as of March 31, 2000 is $38.7
million. In May 2000, the company entered into its second
amendment to the third amended and restated credit agreement,
which modified certain conditions with respect to applicable
covenants to make them less restrictive.

Kevco's total debt as of March 31, 2000 is approximately $205
million on last twelve month sales of $785 million. Its book
equity is $18 million and its goodwill is $112 million, on assets
of $286 million. Leverage is high, with the ratio of debt to book
capitalization at 91.9%. Interest coverage is nonexistent, with
last twelve months ending March 31, 2000, EBITDA - CAPEX covering
interest a negative 0.2 times. It should be noted that in 1999
CAPEX included a new factory for its DuoForm operation that
burned down, as a result CAPEX should not be as high in 2000.
Management expects it should be approximately $2.0 to $2.5

Kevco's sales dropped 25% for the 1st quarter ended 3/31/00 to
$167 million from the comparable period in 1999, primarily caused
by the general slowdown in the manufactured housing industry. For
the year ended 12/31/99, roughly 86% of the company's net sales
were to producers of manufactured homes.

The company has undergone a number of initiatives since Wingate's
investment in July 1999 such as bringing in more senior
management, revamping its risk management area, reductions in
headcount, consolidated operations, and reducing inventory to
name a few. However all these initiatives come up against a tough
environment within the manufactured housing industry that may
make it difficult for Kevco to be profitable in 2000.

Kevco Inc., headquartered in Fort Worth, Texas, is a leading
wholesale distributor and manufacturer of building products to
the manufactured housing and recreational vehicle industries.

LEVITZ: Seeks To Extend Exclusivity
Levitz Furniture Incorporated Inc., et al., debtors, filed a
motion seeking to extend the exclusive periods during which the
debtors may file reorganization plans and solicit acceptance of
such plans.  A hearing with respect to the motion will be held on
July 6, 2000at 3:00 PM.  The hearing to consider the adequacy of
the disclosure statement is set for July 6, 2000.  The debtors'
proposed plan, however, is based, to a large extent on the
Management Agreement and Shared Services Agreement with Seaman
Furniture Co.  If the Seaman shareholders are successful in their
chancery court action, seeking an injunction against the
Management Agreement and Shared Services Agreement, the debtors
claim that an extension of the Exclusive Periods is necessary to
ensure that the debtors can make any necessary revisions and/or
amendments to the proposed plan.

The debtors seek extension of the plan proposal and solicitation
periods until September 29, 2000 and December 29, 2000

MAURICE: Going Out of Business Sales Commence
On June 30, 2000 Going Out of Business Sales will commence just
in time for the 4th of July Weekend at all the Maurice the Pants
Man & Poore Simon's stores located in Connecticut, Maine,
Massachusetts, New Hampshire, New York, Pennsylvania, Rhode
Island and Vermont.

Poore Simon's and Maurice the Pants Man is a leading retailer of
branded and private brand sportswear and active wear.  The stores
have basic merchandise for young men and women including pants,
shirts, blouses and casual wear.

Hilco Trading Co., Inc., was appointed today by the United States
Bankruptcy Court for the District of Massachusetts as the agent
to dispose of $14 million of inventory.

List of Maurice The Pants Man Stores
That are Closing

Quincy Granite Place
100 Granite Street
30 Millbury Street
Milford Square Plaza
138 South Main Street
Yankee Spirits Plaza
Route 20

List of  Poore Simon's Stores
That are Closing

Putnam Shopping Parkade

62C Providence
Greenfield Plaza
Shopping Center
255 Mowhawk Trail
Westford Valley
174 Littleton Road
Searstown Mall
Commercial Road
Scarlet Brooke Market
Route 12 (West
Boyiston Street)
West Boyiston
Barrington Plaza
Stockbridge Road
River's Edge Plaza
247 Lincoln Avenue
Shaws Plaza
Liberty Street, Rt 58
North Adams Center
66 Main Street
North Adams
Maine Coast Mall
225 High Street
JFK Shopping Center
JFK Shopping Center
Cooks Corner Shopping
Cooks Corner Shopping
Auburn Plaza
Auburn Plaza
Aroostook Centre Mall
839 Main Street
Presque Isle
Augusta Plaza
Augusta Plaza
Shop & Save Plaza
532 Main Street
Northgate Shopping
91 Auburn Street
Bangor Mall
Hogan Rd/Stillwater
72 Mirona Road
Seacoast Shopping Center
270 Lafayette Road
345 Washington Street
Upper Valley Plaza
Upper Valley Plaza
W. Lebanon
Upper Valley Plaza
Upper Valley Plaza
W. Lebanon
Nashua Mall
Nashua Mall
West Street Shopping
423 West Street
Fort Eddy Plaza
Fort Eddy Plaza
34 Plaistow Road
Belknap Mall
Belknap Mall, Route 3
Granite State Market
Route 3, 1328 Hookset
Rochester Marketplace
98 Milton Road
Cheshire Market Place
Rt. 202
Mountain Valley Plaza
Route 16 (Berlin-
Gorham Road)
Shaws Dover Shopping
Central Avenue
East Side Plaza
East Side Plaza
Olean Center Mall
400 North Union Street
Tops Plaza
2348 US Route 19N
Hornell Plaza
1020 State Route 36
Tops Plaza
660 W. Main Street
Warren Mall
Space C2
Wakefield Mall
160 Old Towerhill Road
University Mall
University Mall
Berlin Mall
282 Berlin Mall Road,
St. Johnsbury
2002 Memorial Drive
St. Johnsbury
Hannaford Plaza
Rte 67A - Northside
Highgate Commons
Shopping Plaza
241 Swanton Road
St. Albans
Rutland Shopping Center
Merchants Row

MONET GROUP: Change in Date and Location of Auction Sale
A request to extend the bid deadline and subsequent auction.,
along with the requisite deposit, was received by the debtors in
accordance with the terms of the Bidding Procedures Order.  
Therefore, the bid deadline is extended until July 5, 2000 at
4:00 PM. For all parties.  The auction of the debtors' assets
shall be held at 9:00 AM on July 7, 2000 at the Wyndham Garden
Hotel, 700 King Street, Wilmington, Delaware 19801.

PURINA MILLS: Emerges From Chapter 11; To Trade on NASDAQ
Purina Mills, Inc. (Nasdaq: PMIL), the nation's largest animal
nutrition company, announced on June 29, 2000 that the company
has emerged from Chapter 11 reorganization protection.  The
company's Plan of Reorganization, which was approved by more than
95 percent of the company's creditors that voted on the
Plan and was confirmed on April 5, 2000 by the U.S. Bankruptcy
Court for the District of Delaware, cleared the way for the
company's emergence from its voluntary Chapter 11 proceeding

To implement its restructuring, Purina Mills and 10 of its
affiliates filed petitions for reorganization under Chapter 11 of
the Bankruptcy Code on October 28, 1999.  The company has met all
requirements to emerge from bankruptcy and the implementation of
the court approved Plan of Reorganization brings to a conclusion
the company's financial restructuring process.

Under the confirmed Plan of Reorganization, substantially all of
the new common stock of the reorganized Purina Mills initially
will be distributed to the company's pre-petition general
unsecured creditors.  The first distribution of common stock is
anticipated to occur in August, 2000.  Purina Mills' common
stock will trade on NASDAQ under the symbol "PMIL."  Old common
stock in Purina Mills, which was held by Koch Agriculture
Company, has been cancelled under the Plan of Reorganization.

Purina Mills emerges with stockholders' equity equal to $185
million, with secured bank debt equal to $175 million and with
access to $50 million under a new revolving credit facility.

Brad J. Kerbs, Purina Mills' President and Chief Executive
Officer, said: "Since commencing our voluntary reorganization
eight months ago, we have successfully restructured our financial
position.  Through this restructuring we have effectively put
many challenges of our past behind us, permitting the company to
emerge from Chapter 11 with a significantly less leveraged
balance sheet, cash to fund operations and an improved expense
structure.  All of this forms a stronger foundation for growth."

As part of the newly reorganized Purina Mills, the company
previously announced the appointment of a new five member Board
of Directors pursuant to the Plan of Reorganization.

The new Board members are Craig Scott Bartlett, Jr., Robert
Cummings, Jr., James Gaffney, Robert Hamwee and Brad Kerbs.

Mr. Bartlett is a self-employed corporate director, who currently
serves on the Board of Directors of NVR, Inc., a homebuilder;
Janus Hotels and Resorts, Inc., a hotel and hotel management
company; Allstate Financial Corporation, a commercial finance
company; and Abrayas Petroleum Corporation, an exploration
and development company.

Mr. Cummings joined Goldman Sachs & Co., an investment bank, in
1973 and thereafter served as a General Partner of the firm until
his retirement in 1998.  Since his retirement, he has served as
an Advisory Director of Goldman Sachs & Co.

Mr. Gaffney has served since 1997 as the Chairman of the Board of
Vermont Investments, LTD., which provides consulting services to
various investment funds.  He was previously the Chairman of the
Board and Chief Executive Officer of General Aquatics, Inc.

Mr. Hamwee is a Managing Director of GSC Partners, which he
joined in 1994. He previously was associated with The Blackstone
Group, where he worked on a wide range of assignments in the
Merchant Banking, Mergers & Acquisitions and Restructuring

Mr. Kerbs, President and CEO of Purina Mills, began his career
with Purina in 1969 and has served in various management
positions including credit, sales, operations and marketing.  In
his 31 year career, he also led the pet food business in Europe
for BP Nutrition from 1988 to 1994 during the time Purina Mills
was owned by British Petroleum.  From 1998 to 1999, he served as
Executive Vice President of Purina Mills Retail Business.  Prior
to being named President and CEO of Purina Mills in February,
2000, he was President and Chief Operating Officer of Purina

"The successful culmination of this restructuring process would
not have been possible without the commitment and support of our
customers, dealers, suppliers and employees," said Kerbs.  "We
are extremely pleased that during the brief restructuring process
Purina Mills was able to continue its daily operations, continue
working with our vendors and dealers and fulfill its obligations
to customers with minimal interruption."

Mr. Kerbs notes, "Today, Purina Mills is a stronger, more
competitive company.  We remain committed to a market philosophy
that is based on long term relationships in our businesses.  Our
brand, reputation, knowledge, and technology, combined with our
independent Purina dealers and distribution channels to these
markets, are our strength."

"We have been the recognized leader in our industry for 106
years, and we intend for our leadership to continue," said Mr.
Kerbs.  "As long as there are animals, there will be an important
animal nutrition business.  We are looking forward to profitably
growing our company as we continue to supply America's
animal owners and production systems with the nutrition products,
knowledge and services that profitably exceed our customers'

Purina Mills is America's largest producer and marketer of animal
nutrition products.  Based in St. Louis, Missouri, the company
has 49 plants and approximately 2,500 employees nationwide.  
Purina Mills is permitted to use the trademarks "Purina" and the
nine-square Checkerboard logo under a perpetual, royalty-free
license agreement from Ralston Purina Company.  Purina Mills is
not affiliated with Ralston Purina Company, which distributes
Purina Dog Chow brand and Purina Cat Chow brand pet foods.

SANDS CASINO: Attorneys Deliver Closing Arguments
Attorneys for Park Place Entertainment Corp. and billionaire
financier Carl Icahn delivered their closing arguments Thursday
in the Sands Casino Hotel bankruptcy case, wrapping up several
days of hearings over who should rescue the ailing casino.

U.S. Bankruptcy Court Judge Judith Wizmur announced she will
issue her decision on the competing plans to pull the Sands out
of Chapter 11 bankruptcy after July 10.

Park Place proposes spending $40 million on the property,
receiving 57.5 percent of the new stock in exchange. It would
provide bondholders with $128 million in new bonds.

Icahn plans to invest $65 million in property, receiving 46.3
percent of the new Sands stock. He would issue $110 million in
new bonds.

Park Place attorney Michael Chertoff argued that Park Place
essentially is offering a merger or joint venture with the other
casinos it already operates, allowing the Sands to share costs
and providing it with new, experienced management.

Chertoff characterized Icahn's proposal as a cash infusion that
keeps existing managers.

But the Icahn plan provides more of a cash cushion, said his
attorney, Ed Weisfelner. He denied the argument that casinos must
be large to compete in Atlantic City, arguing that large Trump
casinos have been in and out of bankruptcy.

"To hear them tell it you have to be out of your mind to have a
single property in Atlantic City," Weisfelner said. "The notion
that bigger is always better ... is not true."

Weisfelner also stressed that the Icahn plan has the support of
Sands management, as well as the 1,500 vendors who are owed $6.7

Park Place has the support of Merrill Lynch Asset Management,
which argued that the Sands is in a poor location and needs a
good management team.

Because Park Place owns 28 casinos, including the three in
Atlantic City, it may face opposition from regulators on the
Sands acquisition. New Jersey casino law allows authorities to
decide on a case-by-case basis whether granting a license would
result in economic concentration.

SMITH CORONA: Sells 49% Of New Stock To Pubco
Smith Corona Corp. will sell 49% of its stock in the reorganized
company to printer maker Pubco Corp. under a deal approved by a
federal bankruptcy court.  The Cleveland-based Pubco will assume
Smith Corona's secured debt but it doesn't expect unsecured
creditors will be paid cash for their claims.  Smith Corona
spokeswoman Rivian Bell relates that Pubco's plan is a "higher
and better offer" than what Carolina Wholesale Office Machine Co.
offered last month.  As reported earlier, Carolina Wholesale
would have bought nearly all of Smith Corona's assets for $6

Smith Corona President and Chief Executive Martin Wilson said the
company retains its name and will be able to introduce Pubco's
products through Smith Corona's distribution channel.

TELEGEN CORP: Plan of Reorganization is Confirmed
Telegen Corporation (OTCBB:TLGNQ.OB) announced on June 29, 2000
that its Plan of Reorganization has been confirmed by the U.S.
Bankruptcy Court for the Northern District of California.

The Plan was accepted by 100% of the voting secured and unsecured
creditors holding allowed claims and 97.3% of the voting
shareholders. The Effective Date for implementation of the Plan
of Reorganization is scheduled to be 5 p.m. Pacific Time on
Friday, June 30, 2000.

The Plan provides for all allowed claims of secured and unsecured
creditors of Telegen Corporation and its subsidiaries, Telegen
Communications Corporation and Telegen Display Laboratories,
Inc., to be paid in full in cash or common stock, on the
effective date. The company expects to pay a total of
approximately $1,383,000 in cash to creditors holding allowed
claims with the balance paid in common stock. An additional
estimated $680,000 is expect to be paid to holders of
administrative priority claims.

The Plan also provides for a 1:16 reverse split of the existing
common stock of Telegen, to be effective at 5 p.m. Pacific Time
on Friday, June 30, 2000.

The Company will close its December 15, 1999 offering of common
stock on the effective date for gross proceeds to Telegen of $7
million. An additional $11.6 million remains in escrow from later
offerings and will be released to the company upon the
effectiveness of a registration statement to be filed shortly.
Additional offerings are currently under way.

"We are very pleased that the Plan has been confirmed by the
court and Telegen can now move forward toward commercialization
of its flat panel and communications products," said Jessica L.
Stevens, Telegen's President/CEO. She added, "I wish to
personally thank our team of dedicated employees and
professionals who worked so long and hard to make this such a
great success."

According to David S. Caplan of Brooks & Raub in Palo Alto, CA,
the attorneys who handled Telegen's reorganization, "This is a
true 'Phoenix Rising.' It is one of the most remarkable
turnaround stories we have experienced in this district in a long

A brief synopsis of the Plan of Reorganization is available on
Telegen's web site at

Telegen Corporation is headquartered in San Mateo, California,
with a diverse technology base in flat panel display technology,
telecommunications and Internet products. The company's stock is
traded under the symbol TLGNQ.OB.

TELEGROUP: Representative Retains Counsel
The US Bankruptcy Court for the District of New Jersey entered an
order authorizing the retention of local counsel by the
representative of the post confirmation estate.  David Walsh,
representative of the post confirmation estate of Telegroup, Inc.
was authorized to retain Wasserman, Jurista & Stolz.

THREE D DEPARTMENTS: Hearing on Case Dismissal
A hearing on the motion of the debtor, Three D Departments, Inc.,
is scheduled to take place in Courtroom 5D of the US Bankruptcy
Court, Centr4al District of California, Santa Ana Division, 411
West Fourth Street, Santa Ana, Calif. on July 17, 2000 at 2:00

The motion seeks an order dismissing the debtor's Chapter 11
case.  The dismissal is sought only for the purpose of judicial
economy and conserving the assets of the estate.  The debtor is
no longer operating its business, does not have any employees and
after the interim distribution, the debtor will become
essentially a dormant entity.

VENCOR INC: Court Approves Amendment To DIP Financing
Vencor, Inc. announced that the United States Bankruptcy Court
for the District of Delaware approved an amendment to the
Company's debtor-in-possession financing to extend its maturity
until September 30, 2000. The Amendment also revises certain
covenants and permits the Company to file its plan of
reorganization through July 18, 2000.

As previously announced, the Company entered into a commitment
letter with certain of the DIP lenders to finance an amended and
restated debtor-in-possession credit agreement (the "Restated
DIP"). The motion to approve the Restated DIP has been adjourned
until July 27, 2000.

The DIP Financing and existing cash flows will be used to fund
the Company's operations during its restructuring. As of June 28,
2000, the Company had no outstanding borrowings under the DIP

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court on September 13,

Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.


S U B S C R I P T I O N   I N F O R M A T I O N
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Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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