TCR_Public/000707.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Friday, July 7, 2000, Vol. 4, No. 132

                   Headlines

APB ONLINE: Case Summary and 20 Largest Unsecured Creditors
CLARIDGE HOTEL: Committee Taps PricewaterhouseCoopers
CONNECTICUT SURETY: S&P Lowers Ratings to 'CCCpi'
CONSECO: Sells Its Bankcard Portfolio
CREDITRUST CORP: Postpones Shareholder Meeting

DAEWOO INTERNATIONAL: Settlement of Claims Against Premier Motors
DAEWOO MOTOR: Hyundai,GM not ready to call it quits yet
DOE RUN RESOURCES: Moody's Downgrades Ratings; Negative Outlook
GENESIS/MULTICARE: GHV to Employ Weil, Gotshal as Lead Counsel
GEOTELE.COM: Hearing on Confirmation of Plan

GLOBAL OCEAN: Taps Arthur Anderson, LLP as Auditors
GREAT TRAIN: Rejection of Leases
HARNISCHFEGER: Beloit Committee Taps Stroock as Lead Counsel
HEDSTROM HOLDINGS: Seeks Authority to Hire Temporary Management
IMPERIAL SUGAR: Moody's Downgrades Ratings

ITHACA INDUSTRIES: Court Approves Bidding Procedures
KITTY HAWK: Seeks To Maintain Fort Wayne Authority
ORBCOMM GLOBAL: Moody's Downgrades Ratings Of Sr Notes To Caa2
PETSEC ENERGY: Hearing on Disclosure Statement
PRISON REALTY:  Restructuring Deal With Pacific Ended

SAFETY KLEEN: South Carolina Seeks Transfer of Venue
SOUTHERN MINERAL: Agreement To Support Plan
STONE & WEBSTER: The Shaw Group Inc. Submits Bid
SYSTEM SOFTWARE: Seeks Extension of Time to Assume/Reject Leases
TITAN ENERGY: Second Bankruptcy Filing Since Deregulation

TRANS-RESOURCES: Moody's Lowers Ratings Of Sr Unsecured Notes
TRI VALLEY: May File For Bankruptcy

BOND PRICING FOR WEEK OF July 3, 2000

                   *********

APB ONLINE: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: APB Online, Inc.
65 Broadway
New York, NY 10006

Petition Date: July 5, 2000 Chapter 11

Court: S. District of New York

Bankruptcy Case No.: 00-41675

Judge: Stuart M. Rubinstein

Debtor's Counsel: Herbert P. Minkel, Jr.
1270 Avenue of Americas
Suite 2217
New York, NY 10020
Tel:(212) 218-6437

Total Assets: $ 3,274,231
Total Debts: $ 8,230,378

20 Largest Unsecured Creditors

24/7 Media
1250 Broadway, 27th Floor
New York, NY 10001
Tel:(212) 231-7000 Trade $ 1,319,892

Netscape Communications Corp.
PO Box 5696
New York, NY 10087-5696
Tel:(703) 265-2435 Trade $ 800,000

Advertising.com
1010 Hull Street
Suite 200
Baltimore, MD 21230
Tel:(410) 244-1057 Trade $ 750,000

AdSmart Corporation
100 Brickstone Square
Andover, MA 01810
Tel:(978) 684-3625 Trade $ 698,749

Intraware, Inc.
25 Orinda Way
Suite 101
Orinda, CA 94563
Tel:(925) 253-4561 Trade $ 591,571

Flycast Communications Corp
181 Fremont Street
Suite #120
San Francisco, CA 94105
Tel:(415) 977-1000 Trade $ 316,142

William L. Rumsey Corp.
500 Route 32
PO Box 445
Highland Mills, NY 10930
Tel:(914) 928-2304 Trade $ 264,464
(disputed)

Digex Trade $ 169,923

Bozell Kamstra Trade $ 166,223

America Online, Inc. Trade $ 100,000

Sonar Network Trade $ 96,460

L90, Inc. Trade $ 96,248

DoubleClick, Inc. Trade $ 83,339

Grant Thornton Trade $ 48,275

BSMG Worldwide Trade $ 45,367

Dell Marketing, LP Trade $ 30,372

Message Media, Inc. Trade $ 30,000

Frank N. Magid Assoc., Inc. Trade $ 29,722

Trylon Communications Trade$ $ 25,968

Empire Technologies Trade $ 24,156


CLARIDGE HOTEL: Committee Taps PricewaterhouseCoopers
-----------------------------------------------------
The Official Committee of Secured Noteholders in these cases
applies for authority to employ and retain PricewaterhouseCoopers
LLP as appraiser and valuation consultant to the Committee in
connection with its analysis of the Joint Plan and continuing
efforts by the debtors to reorganize and specifically to value
the assets of the debtors, analyze the appraisal and other
valuation determinations offered by the debtors and challenge
such valuations, as necessary and appropriate.

The hourly rates for the firm range from $595 per hour for
partners to $550 per hour for directors to $440 per hour for
managers and $275 per hour for staff members.  The firm seeks an
initial retainer in the amount of $40,000.


CONNECTICUT SURETY: S&P Lowers Ratings to 'CCCpi'
------------------------------------------------
On July 5, 2000, Standard & Poor's lowered its financial strength
rating on Connecticut Surety Co. to triple-'Cpi' from single-
'Bpi'.

This rating action reflects the company's weak capitalization,
high leverage, and continuing poor operating performance. The
company mainly writes contract and miscellaneous surety bonds and
distributes its products primarily through independent general
agents. Its major states of operations-- California, Texas,
Arizona, and New York-- account for more than 84% of its
business. The company, which is based in Hartford, Connecticut
and licensed in 30 states and the District of Columbia, began
business in 1989. Major Rating Factors:

   --  Capitalization remained somewhat weak at year-end 1999, as
       indicated by a Standard & Poor's capital adequacy ratio of
       92.6%.

   --  The company experienced a 47.2% drop in surplus and an
       operating ratio of 133% in 1999.

   --  Operating performance has been weak and volatile. The
       five-year average return on revenue was negative 18.1%,
and
       one-year loss development to surplus was 36.1%.

   --  The company has no retained earnings. The cumulative
deficit
       was $12.7 million at year-end 1999, which amounts to 60.7%
of
       total assets. The liquidity ratio was 71.3%

   --  Leverage is high, as measured by the ratio of premiums and
       liabilities to surplus (6.6 times).

The company is rated on a stand-alone basis.


CONSECO: Sells Its Bankcard Portfolio
-------------------------------------
Conseco, Inc. (NYSE:CNC) announced that its Conseco Finance Corp.
subsidiary sold substantially all of its Bankcard
(Visa/Mastercard) portfolio to Wells Fargo Financial Bank, the
credit card subsidiary of Norwest Financial, part of Wells Fargo
& Company. The size of the portfolio sold was approximately $400
million. The sale of this noncore business provides additional
liquidity to Conseco Finance and is not expected to result in a
material gain or loss. Conseco Finance, with nationwide
operations and managed finance receivables of nearly $46 billion
at December 31, 1999, is one of America's largest of nearly $46
billion at December 31, 1999, is one of America's largest
consumer finance companies, with leading market positions in
retail home equity mortgages, home improvement mortgages and
consumer and floorplan loans for manufactured housing. Based in
St. Paul, Minn., Conseco Finance had 9,600 employees at year-end
1999. World Wide Web http://www.conseco.comInvestorHotline  
800.4.CONSECO Fax-on-Demand 800.344.6452


CREDITRUST CORP: Postpones Shareholder Meeting
----------------------------------------------
Creditrust Corp. said yesterday it postponed its shareholder
meeting set for today after filing for chapter 11 bankruptcy
protection, prompted by a year of poor stock performance and
credit problems, according to a Reuters report. "Due to the
chapter 11 filing, the company and its board of directors believe
that the annual meeting should be delayed for a brief period of
time until the chapter 11 reorganization process has progressed
beyond the initial weeks of hearings," the company said in a
statement. The Baltimore-based company said the new time and
place for the meeting will be announced. Meanwhile the company,
which buys delinquent consumer debt from lenders, warned that its
stock on Nasdaq may not resume trading immediately. On June 22,
Nasdaq halted trading of the stock, and asked for additional
information from the company, including circumstances leading up
to the chapter 11 filing, the expected timetable for the filing
and the specific aspects of its reorganization plan.


DAEWOO INTERNATIONAL: Settlement of Claims Against Premier Motors
-----------------------------------------------------------------
In accordance with the terms of a certain letter agreement
entered into among the debtor, Daewoo International (America)
Corp., Premier and Kennedy Funding, Inc., the debtor proposes
settling and compromising the claim it holds against Premier for
payments aggregating $3,176,847 if paid by Premier over a 10 year
period, $2,676,847 if paid by Premier over a five year period.  
The debtor received $250,000 as a good faith deposit against the
settlement.  The principal feature of the settlement outlined by
the Letter Agreement is a $1.6 million cash payment to be made by
Premier to the debtor, payable upon Premier's receipt of the new
financing from Kennedy.


DAEWOO MOTOR: Hyundai,GM not ready to call it quits yet
-------------------------------------------------------
Following the June 29 selection of Ford Motor Company as
the sole priority negotiator in a three-way international
tender for ailing Daewoo Motor, the also-rans -- General
Motors-Fiat SpA and DaimlerChrysler AG-Hyundai Motor --
don't appear ready to call it quits.

"In the announcement of priority negotiator, Daewoo
restructuring committee chairman Oh Ho-keun said this is
just the beginning," one source said. "Therefore, we feel
obligated to wait and see what will happen."

A communications director at GM Asia-Pacific operations,
who had planned to stay in Korea for a month, left for his
home port of Singapore immediately after the June 29
announcement. As a partner with Daewoo for more than 10
years prior to the 1992 breakup, it had been widely
speculated that GM was a clear front runner, with intimate
knowledge of its former partner.  GM was also given two
years to assess Daewoo and negotiate with Daewoo officials.  
(The Korea Times 03-July-2000)


DOE RUN RESOURCES: Moody's Downgrades Ratings; Negative Outlook
---------------------------------------------------------------
Moody's Investors Service lowered its ratings for The Doe Run
Resources Corporation (Doe Run). The downgrades reflect the much
lower price of lead, which has diminished Doe Run's cash flow,
interest coverage, and shareholder's equity, and exacerbated the
financial burden associated with its high debt levels and
substantial environmental commitments. The rating outlook was
changed to negative.

The following ratings were affected by this action:

Doe Run's senior implied rating was lowered to B3 from B2,

$100 million secured revolving credit facility, downgraded to B2
from B1,

$50 million of 11.25% guaranteed senior secured notes due 2005,
downgraded to B3 from B2,

$200 million of 11.25% guaranteed senior notes due 2005,
downgraded to Caa1 from B3,

$55 million of guaranteed floating interest rate senior notes
(FIRSTSsm*) due 2003, downgraded to Caa1 from B3,

and Doe Run's senior unsecured issuer rating was downgraded to
Caa1 from B3.

Lower lead prices have pushed Doe Run's EBITDA to net interest
ratio below 1.0, erased most of its equity, and forced it to idle
lead mines and mills in Missouri, lay off 12% of its US mining
workforce, and begin mining higher than average ore reserve
grades at its remaining mines.

Due to its substantial capital and environmental commitments and
debt maturities, Doe Run's financial flexibility could be
seriously impaired should lead prices remain near current levels.
Under the terms of its 1997 agreement to purchase Metaloroya, the
company committed to spend $120 million for certain qualifying
expenditures. At April 30, 2000, Doe Run estimated that it had
spent $70 million, leaving $50 million to be expended by October
2002. In addition, Doe Run Peru's PAMA requires it to implement
environmental projects estimated to cost $190 million by the end
of 2006, and Doe Run has $388 million of net debt maturing by the
end of 2005.

In Doe Run's second quarter ended April 30, 2000, its US
operations broke even on a cash basis before paying interest and
capex. This occurred despite a 33% increase in secondary smelter
production compared to the prior year and preservation of near
historical premiums over the LME lead price for the company's
products. In Peru, where Doe Run's custom smelting and refining
operations are less exposed to lead prices, operating cash flow
was positive in the second quarter but, at current metal prices,
will just cover projected Peruvian interest and capex for fiscal
2000.

On a consolidated basis, for the 6-months ended April 30, 2000,
Doe Run reported EBITDA of $28 million, net interest expense of
$23 million, and capex of $16 million. Results from Doe Run's
second fiscal quarter, which ended April 30, were weaker than in
its first quarter, as lead prices were 2 cents a pound lower and
copper, zinc, and silver prices were marginally lower. A one cent
change in lead price changes EBITDA by approximately $7.5 million
per year. As of April 30, 2000, Doe Run had net debt of $388
million and equity of $5 million.

Moody's ratings are supported by Doe Run's position as the
largest primary lead producer in the western world, its low-cost
secondary lead recycling facility, and increasing demand for
lead, primarily for lead-acid batteries.

The Doe Run Company, a fully-integrated US lead producer and a
processor of complex polymetallic mineral concentrates in Peru,
is headquartered in St. Louis, Missouri.


GENESIS/MULTICARE: GHV to Employ Weil, Gotshal as Lead Counsel
-------------------------------------------------------------
Genesis Health Ventures, Inc., and its debtor-affiliates seek the
Court's authority to employ Weil, Gotshal & Manges LLP as its
lead counsel in its chapter 11 cases.

Beginning in March, WG&M advised the Debtors concerning their
overall capital structure, debt and lease obligations,
restructuring alternatives, and various related corporate and
other legal issues.  The Debtors believe that WG&M is both well-
qualified and uniquely able to represent them in the chapter 11
cases.

The Debtors contemplate that WG&M will render professional
services to protect and preserve the Debtors' estates, including  
making prosecution and defense of actions, negotiate in disputes,
prepare objections to claims, prepare applications, answers,
orders, reports, and papers in connection with the administration
of the Debtors' estates, negotiate and prepare plan(s) of
reorganization and related documents, and perform other
legal services in connection with GHV's chapter 11 cases.

The Debtors propose to employ WG&M under a general retainer. The
Debtors also agree to pay WG&M customary hourly rates, which are
subject to change:

                        Members and Counsel        $ 360 - $ 650
                        Associates                 $ 155 - $ 490
                        Paraprofessionals           $  45 - $ 115

WG&M represents that it does not hold or represent an interest
that is adverse to the Debtors' estates, and is a "disinterested
person" as such term is defined in section 1014 of the Bankruptcy
Code.  WG&M assures that it will continue to attend to the issue
on disinterestedness and will file supplemental disclosure with
the Court if necessary. (Genesis/Multicare Bankruptcy News Issue
2; Bankruptcy Creditors' Services Inc.)


GEOTELE.COM: Hearing on Confirmation of Plan
--------------------------------------------
On June 29, 2000, the US Bankruptcy Court for the Southern
District of New York approved the debtor's amended Disclosure
Statement.  A hearing will be held to consider confirmation of
the plan on July 27, 2000.

The plan provides that holders of General Unsecured Claims will
receive a pro-rata distribution of the sum of $100,000 (between
3% and 3.7% distribution) in full satisfaction of their Allowed
General Unsecured Claims on the Effective Date.

The Reorganized Debtor will continue its attempt to expand its
operations to additional foreign countries by installing
telephone switching equipment which will allow the debtor to
retain increased profits by carrying its voice call over its own
network.


GLOBAL OCEAN: Taps Arthur Anderson, LLP as Auditors
---------------------------------------------------
The debtors, Global Ocean Carriers Limited, et al. Seek to employ
Arthur Anderson, LLP as auditors to the debtors.  The firm will
complete the audit of the debtors' consolidated balance sheet as
of December 31, 1999 and their Consolidated Statement of income
and Cash Flow for the year then ended and provide such other
services as may be required by the debtors throughout the Chapter
11 process.


GREAT TRAIN: Rejection of Leases
--------------------------------
Effective as of June 29, 2000, the debtor rejects the leases
covering the following locations:

Scottsdale Fashion Square
7014 East Camelback Road, #2248
Scottsdale, Arizona 85251

Southern Park Mall
7401 Market Street, Space 1400
Youngstown, Ohio 44512

Grapevine Mills
3000 Grapevine Mills Parkway
Grapevine, Tx

The Source
1504 Old Country Road
Westbury, NY

Carolina Place Mall
11025 Carolina Place Parkway, B-26
Pineville, NC 28134

St. Louis Union Station
122 St. Louis Union Station
St. Louis, MO 63103-2245

The Carousel
9621 Carousel Center
Syracuse, NY

Oxmoor Center
7900 Shelbyville Road
Louisville, KY

The Westchester
125 Westchester Avenue
White Plains, NY


HARNISCHFEGER: Beloit Committee Taps Stroock as Lead Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Beloit
Corporation seeks Court authority to retain Stroock & Stroock &
Lavan LLP as their Counsel, nunc pro tunc to March 27, 2000.

The Stroock attorneys leading the engagement are:

                                                   Hourly Rate
                                                   -----------
                  Lewis Kruger, Esq.                  $ 600
                  Wendell H. Adair, Jr., Esq          $ 500
                  Curtis C. Mechling, Esq.            $ 435
                  Christopher R. Donoho III, Esq.     $ 335

The Beloit Committee believes that Stroock is a disinterested
person as defined in section 101(14) of the Bankruptcy Code.
(Harnischfeger Bankruptcy News Issue 24; Bankruptcy Creditors'
Services Inc.)


HEDSTROM HOLDINGS: Seeks Authority to Hire Temporary Management
---------------------------------------------------------------
The debtors, Hedstrom Holdings, Inc., et al. seek an order
authorizing the employment of Executive Interim Management to
provide temporary management services for the debtors.

The debtors are engaging EIM to provide an Interim General
Manager to act as Vice President and General Manager of the ERO
Division of Hedstrom Corporation to render the following
services: play a lead role in enhancing working relationships
with all key licensors; ensure the timely introduction of new
products within the market cycles for key retailers; Implement
processes and procedures within the new product development
process that integrate the whole business team and shorten
development cycle times; lead the ERO Division to meet or exceed
its 2000 business objectives; assist in identifying and hiring
the permanent General Manager.  

EIM will also provide consulting services as follows: ensure that
EIM is informed of any changes/revisions to the scope and nature
of the assignment of a material nature, maintain regular contact
with the EIM Principal; prepare a detailed end-of assignment
report, and assist in the recruitment process of permanent
resources and staff as is required to sustain an acceptable level
of operation upon completion of the assignment.   

The debtors agree to pay an up-front fee of $10,000.  If the
debtors retain EIM's candidate(Manager) there will be a fixed
daily fee of approximately $2000 payable monthly in advance and
based on the projected days to be worked that month.


IMPERIAL SUGAR: Moody's Downgrades Ratings
-----------------------------------------
Moody's Investors Service downgraded its ratings of Imperial
Sugar Company ("Imperial Sugar"). Ratings affected include:
Imperial Sugar's $310 million senior secured credit facilities,
lowered to B2 from Ba3; its $250 million 9.75% senior
subordinated notes, due 2007, lowered to Caa1 from B2; its senior
implied rating, lowered to B2 from Ba3; and its senior unsecured
issuer rating, lowered to B3 from B1. The ratings outlook is
stable.

The downgrades reflect the impact of sustained weak domestic
sugar market conditions combined with Imperial Sugar's continued
high leverage, which have reduced the company's cash flow and
pressured financial flexibility. Sugar prices fell to fifteen
year lows this year, and a persisting oversupply of sugar may
maintain downward pressure on refined sugar prices through 2001,
which could continue to constrain Imperial Sugar's cash flow
generation and ability to reduce debt. The company has taken
steps to raise cash to pay down debt and to accelerate cost
savings and synergies from its large acquisitions in late 1997
and 1998, but its balance sheet and credit measurements remain
weak.

Due to several large, debt-financed acquisitions (including
Savannah Foods & Industries, Inc., in December 1997, and Diamond
Crystal, in November 1998), Imperial Sugar's leverage increased
substantially. Subsequently, the company also experienced
operational problems, and expected cost savings and synergies
from the Diamond Crystal acquisition were challenging to realize
and delayed, while sugar markets were weakening. With
prolongation of weak markets and resultant tightening financial
flexibility, management has focused on strategies to reduce debt
levels. These have included: (a) suspension of the quarterly
dividend beginning in fiscal 1Q00 (cash savings of $1
million/quarter), (b) cutbacks in capital spending (from $43
million in fiscal year 1998, to $27 million in fiscal year 1999,
and $25 million planned for fiscal year 2000, which is
essentially the maintenance level), (c) liquidation of its
marketable securities portfolio (cash proceeds of $64 million,
with $37 million applied to reduce term debt in the six months
ending 3/31/00), (d) planned closure of two beet processing
facilities in California at the end of calendar 2000 to enable
the sale of surrounding land for development, and (e) cost
savings initiatives targeted to reach a $15 million annual run
rate starting in July 2000. Imperial Sugar also completed a five-
year, $110 million receivables securitization facility on
6/30/99, applying $52 million to a permanent reduction in bank
term loans and the remainder against outstandings under its
revolver (Moody's views the receivables financing as debt
equivalent). Yet, as of 3/31/00, the company's debt remained high
($658 million, including the receivables financing, compared with
$675 million at 3/31/99), and the company had an operating cash
flow deficit for the latest twelve months ("LTM") ending 3/31/00
(pro forma to treat the receivables securitization as if it were
a financing). The company processed an above normal sized sugar
beet crop in the Fall of 1999, which resulted in a significant
increase in inventories (and working capital investment ) at
3/31/00. Looking forward, the company's working capital increases
seasonally as beet crops are harvested in the fall and early
winter, inventories build, and payments are made to beet farmers
ahead of refined sugar sales to customers. Given persistent weak
market conditions, the required working capital investment may
become challenging for the company to manage, which may lead the
company to pursue additional asset sales, cost saving
initiatives, and financial strategies to preserve financial
flexibility.

The ratings recognize that Imperial Sugar is the leading
processor and marketer of refined sugar in the U.S., accounting
for approximately one third of the market.

Up until now, Imperial Sugar also has benefited from a regulatory
framework in the U.S. that has protected domestic producers of
sugar with a loan program and import quota system designed to
support domestic prices. During the past year, however, an over-
supply of sugar has heightened to a level that has begun to
potentially weaken the effectiveness of the loan program and
quota system.

Imperial Sugar's credit measures have weakened materially during
1999 and 2000. Debt has remained high, while earnings and cash
generation have weakened. With a cash deficit from operations,
maintenance capex of $25 million, and the expected prolongation
of weak markets, prospects for material leverage reduction from
internally generated cash flow over the intermediate term appear
limited. As of 3/31/00 the company's liquidity consisted of $19
million of unused borrowing capacity under its revolver and a
cash balance of $21 million.

Imperial Sugar Company, based in Sugar Land, Texas, is a leading
producer and marketer of refined sugar in the United States. The
company operates four raw cane sugar refineries, produces beet
sugar at 11 beet sugar factories, and seven foodservice
distribution facilities in the U.S.


ITHACA INDUSTRIES: Court Approves Bidding Procedures
----------------------------------------------------
By order dated June 30, 2000, the US Bankruptcy Court, District
of Delaware entered an order authorizing and approving the
bidding procedures and break up fee with respect to the motion of
the debtor, Ithaca Industries, Inc. to sell certain assets and
assume and assign an unexpired lease of real property.

The court will hold a hearing on the sale of the assets and the
assumption and assignment of the lease on July 7, 2000 at 2:00
PM.

The sale is for all of the equipment used in connection with the
Choloma No. 2 plant located in San Pedro Sula, Honduras.  The
purchaser is the Russell Corporation and the purchase price is
$154,015.  The debtor is willing to consider overbids in excess
of Russell's purchase price and the $15,000 Break-up fee.


KITTY HAWK: Seeks To Maintain Fort Wayne Authority
-------------------------------------------------
Bankrupt Kitty Hawk filed a motion in a federal bankruptcy court
in Dallas requesting permission to continue maintaining its Fort
Wayne-Allen County Airport authority. Kitty Hawk intends to
continue leasing Fort Wayne, for it has scheduled air freight
operations. The motion states that Fort Wayne is crucial for
Kitty Hawk's future business operations and promoting its
reorganization efforts. The Texas-based carrier has been under
Chapter 11 protection since May 1. If nobody objects to the
motion on or before July 12, the court will then grant the
request without having a hearing.


ORBCOMM GLOBAL: Moody's Downgrades Ratings Of Sr Notes To Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded the $170 million of 14%
senior notes of ORBCOMM Global, LP to Caa2 from Caa1. The senior
implied and issuer ratings have also been downgraded to Caa2, and
the outlook for all these ratings is negative. The downgrade
reflects ORBCOMM's need for additional financing and the
uncertainty of receiving that funding.

ORBCOMM is a satellite communications affiliate of Orbital
Sciences Corp. (senior implied B2) that began commercial service
in the fourth quarter of 1998. While orders for ORBCOMM units
have been strong, converting this backlog into sales is taking
longer than expected resulting in larger operating losses.
Consequently, ORBCOMM requires substantial additional capital,
the entirety of which will not be made available by its current
shareholders, Orbital Sciences and Teleglobe (senior unsecured
Baa1) as the company is now searching for additional investors.
The very difficult capital market conditions for satellite
companies will make this search especially challenging and could
divert attention and resources from the task of selling and
installing ORBCOMM units to grow the business.

Based in Dulles, Virginia, ORBCOMM provides data messaging
services through a fleet of low-Earth orbit satellites.


PETSEC ENERGY: Hearing on Disclosure Statement
----------------------------------------------
The US Bankruptcy Court for the Western District of Louisiana has
entered an order fixing July 31, 2000 as the date for a hearing
on the Disclosure Statement of Petsec Energy, Inc.

On June 16, 2000, the debtor reached an agreement in principle
with the Official Committee of Unsecured Creditors appointed in
the case, noteholders holding approximately 78% in principal
amount of the outstanding Notes, and PUSA, the debtor's parent
company to commence an orderly sale of Petsec's assets.

In order to effectuate the plan, the debtor proposes to close one
or more sales of all of its proved producing reserves prior to
the Effective Date of the Plan.  On the Effective Date, the
existing Equity Interest of PUSA shall be canceled and the
Reorganized Debtor will issue the New Common Stock.  The
Reorganized Debtor shall continue to sell its remaining assets
and pursue causes of action, including any avoidance actions.  
The net sale proceeds, the New Common Stock and litigation
recoveries shall be distributed pursuant to the plan to holders
of Allowed Claims.


PRISON REALTY:  Restructuring Deal With Pacific Ended
-----------------------------------------------------
Prison Realty Trust, discontinued its $200 million restructuring
deal with Pacific Life Insurance Co., according to
company officials.  Thomas W. Beasley, prison company interim
chairman told in an interview that Pacific Life was not
discontented enough with the decision of Prison Realty to ask for
a financial penalty.  The deal with Pacific Life was for the
prison firm to make $200 million rights offering for its
shareholders and to obtain approval from bank lenders to extend
maturities of certain loans to four years.  The Nashville-based
prison company instead plans to merge with its sister company,
Corrections Corporation of America by Sept. 15, and employ a new
senior management staff and be taxed as a REIT and not a C
corporation.


SAFETY KLEEN: South Carolina Seeks Transfer of Venue
----------------------------------------------------
Safety-Kleen's principal place of business is in South Carolina.  
South Carolina is the "nerve center" for all Safety-Kleen
business transactions.  All of the Debtors' key personnel are
located in South Carolina.  While Safety-Kleen's creditors are
located throughout the United States, many of the Debtors'
creditors and numerous other interested parties are located in
South Carolina.  The Safety-Kleen (Pinewood) site is the subject
of several state and federal actions, one of which is a pending
action in the South Carolina Supreme Court regarding the
requirement to post a cash trust fund of up to $133 million by
the Year 2004.  Shareholder suits pend in South Carolina courts.  
These facts and others, the State of South Carolina argues,
militate in favor of the Court finding that the venue for Safety-
Kleen's chapter 11 cases should be transferred from the District
of Delaware to the District of South Carolina, pursuant to 28
U.S.C. Sec. 1412 and Rule 1014(a) of the Federal Rules of
Bankruptcy Procedure.

The South Carolina Department of Health and Environmental Control
(DHEC or the Department), an agency of the State of South
Carolina, is one of the Debtors' largest creditors and is the
South Carolina agency charged with environmental regulation and
enforcement.  The South Carolina Public Service Authority (known
as Santee-Cooper) is a state owned public utility and owns the
lake adjacent to the Debtors' Pinewood, South Carolina
hazardous waste disposal facility and uses the water from this
take to provide over 90,000 citizens with drinking water.

E. Katherine Wells, Esq., from the Office of General Counsel for
the SC DHEC and Charles P. Summerall, IV, of Buist Moore Smythe &
McGee, P.A., representing the SC PSA, joined by James A. Quinn,
Esq., Assistant Chief Counsel for the South Carolina Department
of Natural Resources, argue that transfer of the bankruptcy cases
to South Carolina would mean a more economic administration of
the estate, as corporate officers are located in South Carolina
and all parties interested in the Safety-Keen (Pinewood)
site are located in South Carolina, as are a large number of the
shareholders of Safety-Kleen Corporation.  The controversies
concerning Safety-Kleen Corporation, its subsidiaries and
especially the Safety-Kleen (Pinewood) site, Ms. Wells and
Messrs. Summerall and Quinn continue, are of special interest to
the State of South Carolina, the taxpayers of South Carolina, and
the businesses of South Carolina, all of whom can face
financial burdens depending on the results of these bankruptcy
cases.

South Carolina asks Judge Walsh to determine that, although venue
of Safety-Kleen's cases is proper as a technical matter, a
transfer of the cases to South Carolina is in the interest of
justice or for the convenience of the parties.  South Carolina
urges Judge Walsh to focus on the teaching of In re Standard Tank
Cleaning Corp., 122 B.R. 174 (Bankr.  E.D.N.Y. 1990) (citing In
re Consolidated Pier Deliveries, Inc., 34 B.R. 327 (Bankr.
E.D.N.Y. 1983)), explaining that the factors to be considered by
courts in evaluating the appropriateness of a venue change based
on the convenience of the parties and the interests of justice
are:

     (1) proximity of creditors of every kind to the court,

     (2) proximity of the debtor to the court,

     (3) proximity of the court of the witnesses necessary to the
         administration of the estate;

     (4) location of the debtor's assets; and

     (5) the economic and efficient administration of the estate.  

In addition, South Carolina directs Judge Walsh's attention to
the notion about the local interest in having controversies
decided at home articulated in Laramie Limited v. Yes!
Entertainment Corporation, 244 B.R. 56 (D. N.J. 2000), citing
Jumara v. State Farm Ins. Co., 55 F.3d 973 (3d Cir. 1995).
(Safety Kleen Bankruptcy News Issue 4; Bankruptcy Creditors'
Services Inc.)


SOUTHERN MINERAL: Agreement To Support Plan
-------------------------------------------
Southern Mineral Corporation (OTC Bulletin Board: SMINQ.OB)
announced an agreement among all parties contesting its current
Plan of Reorganization ("the Plan") to support an amendment to
its Plan to emerge from bankruptcy. Among other arrangements, the
amendment will provide for the issuance of common stock to its
current Convertible Subordinated Debentureholders that, when
issued, will represent approximately 78% of the common shares. In
addition, a cash payment of $5 million will be made on a pro rata
basis to the Debentureholders. This agreement replaces the prior
filed Plan that provided for an exchange into convertible
preferred stock and a $1.4 million cash payment. The agreement
also provides that the current common shareholders will receive
warrants allowing them to increase their ownership to up to 40%.
The Bankruptcy Court has set July 19, 2000 to complete the
confirmation hearing on the Plan subject to certain restrictions.
Upon confirmation, a new slate of seven directors will take
office and be comprised of two members of the Company's current
Board and five members selected by the contesting parties.
Southern Mineral Corporation is an oil and gas acquisition,
exploration and production company that owns interests in oil and
gas properties located along the Texas Gulf Coast, Canada and
Ecuador. The Company's principal assets include interests in the
Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada. The Company's common stock is quoted on the OTC
Bulletin Board under the trading symbol "SMINQ. OB".


STONE & WEBSTER: The Shaw Group Inc. Submits Bid
------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) ("Shaw" or "the Company")
announced on July 6, 2000 that it has submitted a topping bid in
the Federal Bankruptcy Court in Delaware for substantially all of
the assets, and the assumption of certain liabilities, of
Stone & Webster, Inc. ("S&W"), who in June 2000, filed for
protection under the United States Bankruptcy Code. Shaw's
qualified bid totaled $163 million in cash and Shaw Common Stock.
As a result, the Company will participate in an auction for the
acquisition of S&W's assets today, July 6, 2000, at which time it
will bid against Jacobs Engineering Group Inc., who entered into
an asset purchase agreement with S&W on June 1, 2000. Assuming it
is the successful bidder, Shaw anticipates closing the
transaction shortly thereafter.

The Shaw Group Inc. is the largest supplier of fabricated piping
systems in the United States and one of the leading suppliers of
integrated piping systems and services for new construction, site
expansion and retrofit projects in the world. Shaw distinguishes
itself by offering its customers comprehensive piping solutions
consisting of integrated engineering, design, fabrication,
erection and maintenance of piping systems and the manufacture of
specialty pipe fittings and supports. The ability to provide
comprehensive piping solutions enables the Company to be a cost-
effective single-source provider of fabricated piping systems and
services for projects particularly in the power generation,
chemical and petrochemical processing, crude oil refining, and
oil and gas exploration and production industries. The Company
operates facilities in California, Louisiana, New Hampshire, New
Jersey, Oklahoma, South Carolina, Texas, Utah, Virginia,
Australia, the United Kingdom, Venezuela and Bahrain, where it
has a 49% interest in a joint venture.


SYSTEM SOFTWARE: Seeks Extension of Time to Assume/Reject Leases
----------------------------------------------------------------
The debtor, System Software Associates, Inc. seeks an extension
of time to assume, assume and assign, or reject five(5) unexpired
leases of nonresidential real property.  The leases relate tot he
debtor's corporate headquarters in Chicago, Illinois and other
regional and foreign offices of the debtor.

Based on the advice from the debtor's proposed purchaser, the
debtor needs additional time to determine which of the leases
should be assumed or rejected.  Accordingly, the debtor seeks a
60-day extension, until September 3, 2000, the time to assume or
reject the Chicago and Atlanta leases and an extension of time
until the scheduled hearing - July 10, 2000 - to assume or reject
its Minnesota, Mexico City and Tokyo leases.


TITAN ENERGY: Second Bankruptcy Filing Since Deregulation
---------------------------------------------------------
The Atlanta Journal and Constitution reports on July 6, 2000 that
the filing by Titan Energy of Georgia was the second bankruptcy
filing by a marketer since the state's natural gas market was
deregulated last year.

Paul Woods, chairman of the Roswell-based company, said Wednesday
that the Chapter 11 filing was prompted by a dispute with Titan's
wholesale natural gas supplier.

Titan wants "room to reorganize" so it can either sell its
accounts to another marketer or continue operations in Georgia
with a new partner, he said.

But Atlanta Gas Light Co., Titan's largest Georgia creditor, and
the Public Service Commission plan to press in bankruptcy court
to have Titan's 50,000 customers transferred to Georgia Natural
Gas Services and SCANA Energy. Those two companies are designated
backup suppliers. Bankruptcy Court Judge W. Homer Drake scheduled
a hearing in Newnan Friday.

Roswell-based Peachtree Natural Gas cited billing problems in its
Chapter 11 bankruptcy filing last October.

The No. 3 supplier ended up selling its 171,800 customer accounts
to Shell Energy for $ 19.3 million in a bankruptcy auction.

Titan was formerly known as United Gas Management of Georgia,
which last year made a $ 90,000 payment to the PSC to settle a
"slamming" case involving charges that customers were switched to
the company without proper authorization.

The company serves about 3 percent of the deregulated market of
almost 1.5 million homes and businesses.

Woods said Titan was "doing quite well" in Georgia until a
dispute with DukeSolutions, its wholesale supplier, forced it to
switch wholesale gas suppliers and pay higher prices in March.

DukeSolutions, a subsidiary of Charlotte-based Duke Energy, filed
suit in May against Titan in federal court in Houston alleging
breach of contract. Duke said Titan owes it more than $ 10
million.

Atlanta Gas Light, in its filing with the bankruptcy court this
week, said Titan owes it $2.8 million for distributing gas to
Titan's customers and that it will cost $ 35,000 per day, or
about $ 1.1 million for July, to continue those services.

The utility sought authority to cut off Titan from its
distribution system and assign its customers to the other
marketers.

BUSINESS PROFILE

Titan Energy of Georgia
Headquarters: Roswell
No. 6 Georgia gas marketer with 50,000 customers
A wholly owned subsidiary of Titan Energy, also based in Roswell,
and which has 190,000 customers in Georgia, Pennsylvania and Ohio
Web site: titanenergy.com/
Graphic
Top Georgia natural gas marketers
.................................. ..........Customers
Marketer.................................. (estimated)
Georgia Nat. Gas Services.................. 500,000
SCANA Energy............. ...................430,000
Shell Energy................................325, 000
Columbia Energy............................ *84,000
Energy America...... ........................ 60,000
Titan Energy................................ 50,000
Other marketers serve the rest of Georgia's customers, who total
1.5 million

*Has announced plans to sell gas marketing business to New Power
Co.


TRANS-RESOURCES: Moody's Lowers Ratings Of Sr Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of Trans-Resources,
Inc.'s (TRI) $100 million senior notes, due 2008, and its $135
million senior discount notes, due 2008, to Caa3 from B3, its
senior implied rating to Caa1 from B1, and its senior unsecured
issuer rating to Caa3 from B3. The rating outlook is negative.

The rating action reflects the weakened prices and volumes and
global supply-demand imbalance of its primary product (Potassium
Nitrate (PN)), the company's weak balance sheet, and its low to
negative quarterly operating income since mid-1999. The ratings
further reflect high leverage (debt exceeds annual sales and was
increased significantly in 1998 -1999 to fund acquisitions and
capital expenditures), reduced production since the fourth
quarter of 1999 and excess inventory, foreign currency exchange
risk (over 25% of total sales are priced in Euros), the fact that
the company's loan maturities increase in 2001 (to $41 million
from $11 million in 2000), dependence on dividends from leveraged
operating subsidiaries (especially foreign domiciled Haifa
Chemical Ltd. (HCL)), dependence of HCL on one key supplier for
potash, and subordination considerations. The ratings also
recognize TRI's leading global market position in many of its
products, its global reach and diversification of customers, the
cost savings initiatives undertaken by the company, and its
ability to sell certain securities held as investments that
provides additional financial flexibility.

The Caa3 rating of the senior notes reflects the structural
subordination of the senior notes to significant secured debt at
subsidiaries. Substantially all of the outstanding secured credit
facility debt as of 3/31/00 totalling approximately $400 million
is at various subsidiary operating companies and the credit
facilities are governed by credit agreements that restrict the
upstreaming of funds to TRI.

The negative rating outlook reflects the weakened outlook for PN
prices and volumes, and the uncertain level of future support of
the financial community if problems persist.

TRI is a privately owned holding company (100% owned by Arie
Genger and his family through a holding company) operating
through direct and indirect subsidiaries, including its principal
operating subsidiaries, Haifa Chemical Ltd. (HCL) (Israel), Cedar
Chemical Corp. (U.S.), and Cedar's subsidiary, Vicksburg Chemical
Company (U.S.). The company produces specialty plant nutrients
(about 70% of 1999 sales), horticulture products (18%), and
organic chemicals (12%). Potassium Nitrate constituted 41% of
total 1999 sales. TRI has many leading global market positions in
its products, such as the largest global producer of agricultural
grade PN (used for the growth of high-value crops such as fruits,
vegetables, flowers and tobacco), the largest producer of
technical grade PN, and the largest producer of propanil (a
leading rice herbicide).

TRI's annual PN capacity is 685,000 metric tons. The company
believes it has an approximate 60% world market share. Annual PN
global demand is about 1 million tons.

After 1998 and 1999 capital expenditures totalling $140 million,
the company expects that capital expenditures for maintenance and
necessary expenditures in 2000 will be $20 million, which is less
than depreciation and amortization of about $26 million.

Trans-Resources, Inc., headquartered in New York, New York,
produces specialty plant nutrients, organic chemicals and
horticulture products.


TRI VALLEY: May File For Bankruptcy
-----------------------------------
Calilfornia's second-largest fruit and vegetable processing
company may file for bankruptcy protection under Chapter 11.  Tri
Valley Growers' debt to Crown Cork & Seal, which supplies them
with cans has reached $80 million.  With this kind of debt, CEO
Jeff Shaw expressed his doubts for the future of the company
during a two-hour meeting.  Crown Cork will cease deliveries
unless the co-op diminishes its debt and guarantee immediate
payments in the future.  Tri Valley's estimated loss for this
fiscal year is $29 million.  About $165.2 million was the
combined loss for 1998 and 1999.


BOND PRICING FOR WEEK OF July 3, 2000
=====================================
DLS Capital Partners Inc., bond pricing for week of July 3, 2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07               13 - 15(f)
Advantica 11 1/4 '08                66 - 68
Asia Pulp & Paper 11 3/4 '05        70 - 71
Conseco 9 '06                       69 - 71
E & S Holdings 10 3/8 '06           35 - 37
Fruit of the Loom 6 1/2 '03         49 - 51(f)
Genesis Health 9 3/4 '05            11 - 13(f)
Geneva Steel 11 1/8 '01             17 - 18(f)
GST Telecom 13 1/4 '07              54 - 56(f)
Iridium 14 '05                       3 - 4(f)
Loewen 7.20 '03                     34 - 36(f)
Paging Network 10 1/8 '07           44 - 45(f)
Pathmark 11 5/8 '02                 22 - 24(f)
Revlon 8 5/8 '08                    49 - 51
Service Merchandise 9 '04            7 - 9(f)
Trump Atlantic 11 1/4 '06           70 - 71
TWA 11 3/8 '06                      37 - 38
Vencor 9 7/8 '06                    10 - 12(f)


                   *********

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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