TCR_Public/000711.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Tuesday, July 11, 2000, Vol. 4, No. 134

                   Headlines

ACCESSAIR: Judge Extends Credit Line, Sets New Court Date
AMTRAK: New Service Guarantee For Riders, Bonuses For Workers
AUREAL INC: Seeks To Extend Exclusivity
AUTOINFO INC: Approval of First Amended Disclosure Statement
AVOCA: Settlement Agreement With Raytheon

ETM ENTERTAINMENT: Files Chapter 7 Liquidation
FREEWWWEBB: Court Enters Order To Show Cause
FRUIT OF THE LOOM: Motion To Pay Emergence Bonus to Bookshester
FRUIT OF THE LOOM: Pro Player Sold; Not Stadium Name Rights
GEMCOR:  Emerges From Bankruptcy, Recalls Employees

GENESIS/MULTICARE: Motion To Employ Willkie Farr as Lead Counsel
GRAND UNION: Possible Seeking a Buyer
HARNISCHFEGER: Taps Norris Beggs As Real Estate Broker
HOME HEALTH: Seeks Extension To Assume/Reject Leases
LIBERTY SEAFOOD: Files for Chapter 11 Bankruptcy Protection

LOEWEN: Third Motion For Extension of Exclusivity
MASTER GRAPHICS: Files Chapter 11 Together With Operating Unit
MEDICAL TECHNOLOGY: Announces Amendment of Loan Agreement
MEDSHARES: Winters Steps Down As Part of Agreement With Lender
MONET GROUP: Liz Claiborne Offers $39.5 Million

MOSSIMO INC.: Secures a $4.5M Loan To Continue Operations
PATHMARK STORES: Won't Make Prepackaged Bankruptcy Before July 7
PITTSBURGH BREWERY: Future Seems Vague
PIXELON: Two Investors Sue Former Officials and Backers
PRECISION PROBES: Involuntary Case Summary

PRISON REALTY: Crants Steps Down As Vice Chairman
SAFETY KLEEN: Applies To Employ Skadden Arps as Counsel
SHAPE INC: Files For Bankruptcy Protection
SILVER CINEMAS: Committee Taps Chanin Capital
SUNSHINE MINING:  Notes Extended to July 14, 2000

TOYSMART: FTC Prepares Challenge to Prevent Sale of Consumer Data
UNITED OUTDOOR: Files Chapter 11, Closes Some Stores
UNITED SURPLUS: Case Summary and 20 Largest Unsecured Creditors

Meetings, Conferences and Seminars

                   *********

ACCESSAIR: Judge Extends Credit Line, Sets New Court Date
---------------------------------------------------------
AccessAir, the start-up airline which filed for protection from
creditors under Chapter 11 of the U.S. Bankruptcy Code on Nov.
29, 1999 has been granted extension of its credit line to $4
million by Judge Russell Hill.  Attorney Michael Pankow said that
it was enough money to keep the airline operating "for a long
time."  It's "more than we foresee needing for the time being,"
he added.  Top executives have been given more time to reach an
agreement with its creditors.

Hill scheduled an Aug. 16 hearing on an amended disclosure
statement, which was part of the reorganization plan the airline
filed in May in U.S. Bankruptcy Court.  Assistant U.S. trustee,
Jim Snyder, withdrew a motion to force the airline to liquidate
its assets, saying that the reorganization plan appeared feasible
but he had some concerns with repayment of debts.


AMTRAK: New Service Guarantee For Riders, Bonuses For Workers
-------------------------------------------------------------
Amtrak officials have announced a new unconditional customer-
satisfaction program by providing those passengers who believe
they didn't receive a safe, comfortable and enjoyable trip, a
certificate good for future Amtrak travel of equal cost under the
national passenger railroad's new program.  Moreover, 25,000
employees will be given intensive training with special emphasis
on people who have the most contact with the public.  Besides the
guarantee for the riders and incentives for workers, Amtrak will
soon offer a railroad version of a frequent-flier program and
replace its 29-year-old "pointless arrow" logo with one featuring
three parallel lines winding their way to a horizon.

Railroad officials said the guarantee is good business and good
public relations.  The company needs to counter a reputation of
being "tired, worn out and complacent," said Amtrak President
George Warrington.


AUREAL INC: Seeks To Extend Exclusivity
---------------------------------------
The debtor, Aureal, Inc. d/b/a Silo.com filed a motion seeking a
court order extending the time within which the debtor maintains
the exclusive right to file a plan of reorganization, for a
period of 120 days through and including December 1, 2000.  
Additionally, the debtor requests that the court extend the time
within which the debtors maintain the exclusive right to solicit
acceptances on any such plan for a period of 120 days through and
including January 30, 2001.

The debtor has taken steps necessary to market and sell
substantially all of its assets.  After Conexant withdrew from
the process, the debtor moved quickly to finalize a letter of
intent with Guillemot.  The debtor has also received at least two
other expressions of interest.  The debtor anticipates that the
closing of the sale transaction will occur in August.  The debtor
states that its case is large and complex.    The debtor has not
yet had the opportunity to investigate its claims against third
parties or the claims filed against the debtor.  The debtor has
not yet prepared a plan of reorganization or even had meaningful
substantive discussions with the Committee regarding the nature
of such a plan.  


AUTOINFO INC: Approval of First Amended Disclosure Statement
------------------------------------------------------------
AutoInfo, Inc. (OTCBB:AUTO) announced that it has received the
approval of its First Amended Disclosure Statement, As Amended,
by Order of the Bankruptcy Court dated July 6, 2000. AutoInfo
will proceed to solicit votes concerning its First Amended Plan
of Reorganization, As Amended. The Plan of Reorganization
provides for the issuance of approximately 9,540,000 shares of
Common Stock, or approximately 35% of the proposed outstanding
Common Stock of Reorganized AutoInfo, to its existing creditors.
Existing shareholders who hold approximately 7,757,000 shares of
Common Stock, will constitute approximately 28% of the proposed
outstanding Common Stock of Reorganized AutoInfo.

On Thursday, June 22, 2000, AutoInfo announced that it had
entered into an agreement to acquire Sunteck Transport Co., Inc.,
a full service third party transportation logistics provider, and
it's wholly owned subsidiary, Ubidfreight.com, in exchange, upon
closing, for 10 million shares of Reorganized AutoInfo's Common
Stock. Sunteck's holdings will constitute approximately 37% of
the outstanding Common Stock of Reorganized AutoInfo.

The consummation of the merger is contingent upon, among other
things, the acceptance of the First Amended Plan of
Reorganization, As Amended, by AutoInfo's unsecured creditor
class; the entry of an order confirming the First Amended Plan of
Reorganization, As Amended and the securing of a firm commitment
by October 20, 2000 for a financing resulting in gross proceeds
to AutoInfo of at least $2.0 million. The proceeds of the
financing are intended for the development and implementation of-
Ubidfreight.com - an e-commerce business-to-business application
which will provide an interactive freight auction, matching
available freight (shippers) and available cargo space (truckers
and other carriers). Harry Wachtel, President and sole
shareholder of Sunteck, has the right to waive the financing
contingency and to consummate the merger. No commitments for
financing, either permanent or preliminary, have been received by
AutoInfo.

For the year ended December 31, 1999, Sunteck's revenues were
approximately $ 3.5 million and both pre-tax profit and
shareholder's equity was approximately $ 41,000. Sunteck has
developed a business plan, which focuses on expanding its
revenue base by adding additional in house salespeople and sales
agents in strategic markets. Sunteck currently has eight
employees and processes 350 - 500 orders per month generating
monthly revenues between $200,000 - 350,000.

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

All documents on file in this case, Case No. 00-10368, including
the Merger Agreement, the First Amended Disclosure Statement, As
Amended and the First Amended Plan of Reorganization, As Amended,
can be viewed on the Bankruptcy Court's Internet site as follows:
http://ecf.nysb.uscourts.gov/index.html.Interested parties are  
urged to review the documents on file on the Bankruptcy Court's
Internet site.

A hearing to confirm the Company's First Amended Plan of
Reorganization, As Amended, is scheduled to be held before the
Honorable Adlai S. Hardin, Jr., United States Bankruptcy Judge,
in Room 520 of the United States Bankruptcy Court, 300 Quarropas
Street, White Plains, New York 10601, at 11:00 o'clock a.m.
on August 1, 2000.


AVOCA: Settlement Agreement With Raytheon
-----------------------------------------
Debtors Avoca Natural Gas Storage, ET Avoca Company, NGC Storage,
Inc. and JMC Avoca, Inc. seek court approval of a Mutual Release
Agreement between the debtors and Raytheon Engineers &
Constructors, Inc.

Raytheon filed a proof of claim asserting a general unsecured
claim against the debtors' estates in the amount of $121,052,967.


In April, 1999, Raytheon and US Generating Company, now known as
PG&E Generating Company, an upstream affiliate of debtor JMCAvoca
Inc., entered into a settlement agreement resolving Raytheon's
claims against PG&E Gen and certain other upstream affiliates.  
As part of that settlement agreement, Raytheon agreed to enter
into Mutual Release Agreements with the debtors.

The debtors believe that the Mutual Release Agreements rare fair,
reasonable, and in the best interest of the estate.  Raytheon
will waive a general unsecured claim in excess of $121 million.  
This will increase the recovery of other unsecured creditors and
will be accomplished at no cost to the estate.  Raytheon's waiver
of its claims against the debtors is a predicate to the
settlement, pursuant to which the upstreams will pay $4 million
to be distributed to the remaining unsecured creditors.


ETM ENTERTAINMENT: Files Chapter 7 Liquidation
----------------------------------------------
The Los Angeles Times reports on July 1, 2000 that the ticketing
business firm, ETM Entertainment Network Inc., ended its
operations and filed for Chapter 7 liquidation.  Company
executives failed in raising additional finances caused ETM's
fall.  The company announced in June that it was turning over
business contracts to its largest rival in the industry,
Ticketmaster Corp.  The highest peak of ETM was when Pearl Jam
used its system during the boycott of Ticketmaster.  Los Angeles
Dodgers then transferred to ETM ending its 14-year knot with
Ticketmaster. After talking to ETM's general counsel, Bennet
Kelley confirmed that the company is indeed filing for Chapter 7
bankruptcy liquidation.


FREEWWWEBB: Court Enters Order To Show Cause
--------------------------------------------
Upon the motion of UUNET Technologies, Inc. and WorldCom
Technologies, Inc. f/k/a WorldCom, Inc., its affiliates and
subsidiaries for adequate assurance of payment for post-petition
services or, in the alternative, relief from stay to terminate
services, the Bankruptcy Court for the Southern District of New
York entered an order for counsel to SmartWorld Technologies,
LLC; SmartWorld Communications, Inc.; Freewwweb, LLC; Juno Online
Services, Inc.; and  the Office of the United States Trustee for
the Southern District of New York that all parties in interest
show cause, at a hearing to be held before the Honorable
Cornelius Blackshear, United States Bankruptcy Judge, in
Room 601 of the United States Bankruptcy Court, One Bowling
Green, New York, New York, on July 12, 2000, at 2 p.m., or as
soon thereafter as counsel can be heard, why the Court should not
enter an order granting the Motion.


FRUIT OF THE LOOM: Motion To Pay Emergence Bonus to Bookshester
---------------------------------------------------------------
Fruit of the Loom requests permission to pay Mr. Bookshester
$1,000,000 if a plan of reorganization is confirmed prior to
March 31, 2001.  If a plan is approved after this date, Fruit of
the Loom proposes to pay Mr. Bookshester $800,000.  Payment of
the Emergence Bonus is conditioned on his continued employment as
CFO on the Effective Date of the Plan.  If Mr. Bookchester
voluntarily resigns or is terminated for cause, he will not be
entitled to receive any Emergence Bonus.  

The Debtors remind Judge Walsh that he approved the Key Employee
Retention Plan on March 27, 2000.  The KERP included bonuses for
Tier I employees once Fruit of the Loom emerges from bankruptcy.  
It did not include emergence bonuses for the chief executive
officer or chief financial officer.  When the KERP was approved,
Fruit of the Loom did not have a permanent CEO or CFO, but
was actively seeking both.  The positions were purposely excluded
from the plan to preserve negotiating flexibility in employment
negotiation.  

The Debtors argue that it is reasonable to expect that a CEO and
CFO would demand an emergence bonus under similar conditions.  
Fruit of the Loom states that the promise of an emergence bonus
provides several benefits.  It is a financial incentive to Mr.
Bookshester to remain as CEO and work towards emergence from
bankruptcy.  It will provide him with a benefit already promised
to other Tier I employees.  Herbert Mines & Assoc. conducted an
extensive and costly CEO search.  Candidates, HM&A said time and
again during the search process, tend to shun firms in
bankruptcy.  The labor market in the U.S. is currently tight.  
The loss of Mr. Bookshester, the Debtors are convinced, would
trigger other employee departures and jeopardize the Debtors'
ability to complete a timely reorganization. (Fruit of the Loom
Bankruptcy News Issue 8; Bankruptcy Creditors' Service Inc.)


FRUIT OF THE LOOM: Pro Player Sold; Not Stadium Name Rights
-----------------------------------------------------------
Miami-based Perry Ellis International, an apparel company, bought
the Pro Player trademark from Fruit of the Loom Ltd. in
bankruptcy court this week for an undisclosed amount, but the
deal did not include the naming rights for the stadium.

Dolphins owner Wayne Huizenga regained the naming rights in an
agreement with Fruit of the Loom in April, but Huizenga Holdings
spokesman Ron Castell said Friday that his firm is still
searching for a new sponsor.

"The stadium will still be called Pro Player Stadium until we can
find another company to buy the naming rights," Castell said.

Fruit of the Loom was in the fourth year of a 10-year, $20
million sponsorship deal when it filed for Chapter 11 bankruptcy
in December.


GEMCOR:  Emerges From Bankruptcy, Recalls Employees
---------------------------------------------------
The Buffalo News reports on July 4, 2000 that after a nine-month
struggle in bankruptcy, airline machine maker Gemcor emerges from
Chapter 11.  Suffering from a decline in the aerospace industry
and having $ 2 million unpaid bills Gemcor filed for bankruptcy
protection last fall.  The company is calling back laid-off
workers.  Bankruptcy Court Judge Michael Kaplan approved the
reorganization plan to restructure $ 5.5 million in debt.  
According to the approved plan, creditors will receive 52 cents
on the dollar for 10 years. Orrin Tobbe who is acting as Gemcor's
temporary COO, is president of Results Unlimited, a management
firm in Amherst.


GENESIS/MULTICARE: Motion To Employ Willkie Farr as Lead Counsel
-----------------------------------------------------------------
The Multicare Debtors seek the Court's approval to employ Willkie
Farr & Gallagher as its attorneys under a general retainer.

Multicare retained WF&G in February 2000, to render services with
regard to financial restructuring and in connection with the
filing of Multicare's chapter 11 cases.  The Debtors have
selected WF&G because of its extensive experience and knowledge
and its familiarity with the Debtors' operations and businesses.

Subject to the allocation of assignments between co-counsel and
special counsel, WF&G may be requested to advise and represent
the Debtors, and prepare documents in the areas of corporate
finance, securities, tax, real estate, employee benefits,
business and commercial litigation, debt restructuring,
bankruptcy and, if requested, asset dispositions, as well
as take necessary actions to protect and preserve the Debtors'
estates, including prosecution and defense actions, make
negotiations and prepare motions, applications, and other papers
in connection with the chapter 11 cases.

As the Debtors are applying to the court for retaining a number
of professionals, the Debtors assure that the Multicare
management will seek to minimize duplication of services.

WF&G submits to the Court that the firm has represented Michael
Targoff, a member of WF&G from 1970 to 1980 and currently a
director of GHV, in personal business ventures.  However, WF&G
has not represented and will not represent Mr. Targoff in
connection with any matters related to the Debtors' cases.

In addition, WF&G currently represents Bank of America
Securities, LLC, an affiliate of Bank of America, one of
Multicare's prepetition secured lenders, but WF&G submits that
the firm has not and will not represent BOAS in connection with
any matters related to the Debtors and these cases.

The Debtors and WF&G believe that WF&G will be a disinterested
person and the terms agreed between Multicare and WF&G for the
Debtors' retention of WF&G will be appropriate.
(Genesis/Multicare Bankruptcy News Issue 2; Bankruptcy Creditors'
Service Inc.)


GRAND UNION: Possible Seeking a Buyer
-------------------------------------
The Star Ledger reports on July 4, 2000 that the sixth-largest
grocery chain, based in Wayne, N.J., is seeking for a buyer.  
Financially threatened Grand Union Co. hired the services of
Merrily Lynch & Co. and Alvarez & Marsal Inc., two distressed
consulting firms, to help with its current situation.  The
hiring of the bankers and consultants was part of an agreement
with the company's creditors.  The grocery firm was told to
submit a proposed business plan by Sept. 1 to cover the balance
of fiscal year 2001, which began April 2, and fiscal year 2002.

According to the company's annual report, stock prices are in
their lowest slump in the past six months and the company is
exploring ways "which may include asset sales, store closings or
a sale of the company."  And with this new agreement, creditors
fees will reach almost $5 million by November.


HARNISCHFEGER: Taps Norris Beggs As Real Estate Broker
------------------------------------------------------
The Debtors sought and obtained authority to employ Norris, Beggs
& Simpson as Real Estate Brokers in these chapter 11 cases.  
Specifically, on a non-exclusive basis, Norris Beggs will market
and attempt to sell Rader Companies' 24,680 square-foot, 2-story
office building located on 3.4 acres of land in the PROPCO
Industrial Park at 6005 Northeast 82nd Avenue in Portland,
Oregon.  Norris Beggs will collect a 6% commission on the first
$500,000 of the the ultimate sales price and 5% of all amounts
over $500,000.  J. Clayton Hering, President for Norris Beggs,
assures the Court that he and his firm are disinterested within
the meaning of 11 U.S.C. Sec. 101(14).  (Harnischfeger Bankruptcy
News Issue 24; Bankruptcy Creditors' Service Inc.)


HOME HEALTH: Seeks Extension To Assume/Reject Leases
----------------------------------------------------
The debtors, Home Health Corporation of America, Inc., et al.
seek an extension of time within which the debtors may assume or
reject unexpired leases of nonresidential real property.  A
hearing will be held on August 3, 2000 at 9:30 AM.

The debtors are a party to a great many leases covering
commercial premises used by the debtors for sales, storage,
patient visitation, and executive and administrative offices in
various states around the country.

The debtors continue to review and analyze their leases to
determine whether they are profitable locations and their
respective economic values from the perspective of the debtors'
reorganization and restructuring efforts.  The debtors have
rejected a number of leases and are considering the others.  The
debtors need more time to analyze the leases.  In addition, the
debtors are consulting with their principal creditor
constituencies, and are in the process of developing the
framework of a plan of reorganization which is consistent with
their vision of the future of these businesses.

LIBERTY SEAFOOD: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
The Daily News reports on July 6, 2000 that Liberty Seafood Inc.,
the island seafood wholesaler, has filed for Chapter 11
Bankruptcy Protection in the U.S. Bankruptcy Court in Galveston,
listing assets at $25 million and liabilities at approximately
$25 million.  According to company officials, its slide into
bankruptcy began with the September 1999 fire at its Galveston
facility.  Since then, Liberty has been locked in a legal feud
with its insurance carriers, which have not paid the full amount
of claims.


LOEWEN: Third Motion For Extension of Exclusivity
-------------------------------------------------
Despite all of the restructuring initiatives implemented in an
effort to restore profitability to their businesses, the Debtors
say it was impossible to file a plan of reorganization by June
30, 2000.  More time is needed to restructure their core
businesses, the Debtors tell Judge Walsh.  Accordingly, the
Debtors sought and obtained an extension of their exclusive
period during which to file a plan of reorganization through
December 31, 2000, and an extension of their exclusive period
during which to solicit acceptances of that plan through
February 28, 2001.  

The Debtors observe that the current six-month extension,
together with the previously granted nine-month extension for
Loewen, is only a fraction of extensions that cases of comparable
size and complexity have been granted. In re Montgomery Ward
Holding Corp., the exclusive period was extended for
approximately 21 months; In re Edison Bros. Stores, Inc., the
period was also extended for approximately 21 months; In re Trans
World Airlines, Inc., the extension was for approximately 20
months; In re Federated Dep't Stores, Inc., for approximately two
years; and In re Phar-Mor, Inc. for approximately three
years.

The extension is further justified, the Debtors assert,
considering the progress that they have made with respect to
restructuring and the efforts in restoring to profitability of
their business, which put them now in a position for the
stages of formulating, negotiating and consummating a plan or
plans of reorganization. The Debtors believe that their core
businesses can be restructured to operate profitably.

The Debtors tell the Court they have made significant
developments in:

      (A) Management Changes

Since the Petition Date, the Debtors have significantly
restructured their management team. On December 1, 1999, Robert
Lundgren retired from his positions as President and Chief
Executive Officer and was replaced by Paul Houston, who
at the time was a member of the board of directors of TLGI.  
Since the Petition Date, the Debtors also have retained, among
other management hires, a new Chief Financial Officer (Michael
Cornelissen) and a new Senior Vice President for Human Services
(Gordon Orlikow). In addition, at the request of the Creditors'
Committee, the Debtors added two members to the TLGI Board who
have significant experience in retail restructurings. As
described below, the Debtors also have continued the process of
reorganizing their operational management structure in
connection with the implementation of their strategic business
plan.

      (B) Asset Dispositions

The Debtors have undertaken significant efforts to sell assets
that either are underperforming financially or are not
anticipated to be part of the Debtors' core business operations
going forward. In this regard, the Debtors are in the
process of offering for sale approximately 371 of their funeral
home and cemetery locations pursuant to the asset disposition
program approved by this Court in January 2000.  The Debtors and
their advisors have sent approximately 1,600 introductory letters
and approximately 600 information packages to interested parties
in connection with the Disposition Program. The Debtors
anticipate that a substantial number of sale transactions under
the program will be consummated or, if required under the bidding
procedures approved by the Court, submitted to the Court for
approval within the coming months.

      (C) Claims Process

In the past few months, the Debtors have continued to make
significant progress in the claims reconciliation process in
these cases. As of March 31, 2000, the Debtors, working through
13 separate claims reconciliation teams, completed their initial
reconciliation of the more than 16,000 scheduled and filed claims
pending against the Debtors' estates. The Debtors have filed
omnibus motions seeking disallowance of approximately 2,000 of
those claims, and the Court has entered orders approving the
disallowance of approximately 1,000 claims in respect of those
motions. The Debtors anticipate that they will file a
substantial number of additional omnibus claims objection motions
in the next several months. Additionally, to expedite further the
resolution of disputed claims in these cases, the Debtors have
implemented the claims settlement program approved by the Court
in December 1999 and the alternative dispute resolution
procedures approved by the Court in February 2000.

      (D) Corporate Consolidation Initiative

The U.S. Debtors, in coordination with the Canadian Applicants,
are conducting a thorough analysis of the steps that will be
necessary or appropriate under applicable corporate and tax law,
as well as state, provincial and local regulations unique to the
Debtors' industries, to effectuate the corporate restructuring
required in connection with the Debtors' reorganization. This
process will be particularly challenging for the Debtors, in
light of the nearly 1,000 separate entities involved in these
chapter 11 cases and the Canadian Cases and the extensive state,
provincial and local regulations that govern the Debtors' funeral
home and cemetery businesses. As part of the corporate
consolidation planning initiative, representatives of the Debtors
are meeting with regulators from key jurisdictions to describe
their corporate consolidation plans with respect to those
jurisdictions.

      (E) Information Systems Improvements

The Debtors are engaged in a comprehensive upgrade of their
information systems. The Debtors believe that this upgrade is
essential to their ability to assess more accurately their
financial and operational results and, ultimately, to
achieve better financial performance.

      (F) Perfection Issues Under the Collateral Trust Agreement

In April 2000, the Debtors were advised by the Creditors'
Committee that there is uncertainty as to the secured status of
certain indebtedness under the Collateral Trust Agreement to
which TLGI, LGII and certain of the other Debtors are parties.
The indebtedness at issue has an aggregate outstanding principal
amount of approximately $1.1 billion and thus comprises about
half of the outstanding indebtedness under the CTA. Since
learning of this development, the Debtors have commenced a
thorough investigation of the factual and legal issues
regarding the secured status of this indebtedness. In light of
the dollar amounts involved, recoveries by large creditor
constituencies in these chapter 11 cases could be affected
significantly by the resolution of this matter.

The most significant accomplishment in their restructuring
process, however, was the formulation of the Strategic Business
Plan.  That Strategic Business Plan, the Debtors tell Judge
Walsh, demonstrates that their core businesses can be
restructured to operate profitably. The Strategic Business Plan
also points-out five critical issues facing the Debtors. The
Debtors relate the steps they intend to take to address these
five critical issues:

      (1) Dysfunctional Management Structure

The Debtors' preexisting management structure was characterized
by duplication of roles and lack of clear accountability. The
dysfunctional management structure contributed to excessive
general and administrative costs.  To address this problem, the
Debtors are implementing a comprehensive reorganization of
their management structure. The Debtors believe that this
reorganization will result in millions of dollars of cost savings
per year.

      (2) Uneconomic Preneed Selling Practices

The Debtors' poor financial performance in recent years resulted
in part from the sale of uneconomic preneed insurance products to
boost revenues, with little consideration of the effects on cash
flow and long-term economics. To address this problem, the
Debtors have restructured their preneed product offerings and
commission structure to facilitate the sale of profitable,
financially sound products. In connection with this
restructuring, the Debtors also are undertaking to utilize better
the products of their affiliated insurance companies.

      (3) Inefficient Home Office Administration

The Debtors also suffered from inefficiencies in home office
administration resulting from, among other things, the
duplication of functions performed at their headquarters and in
the field and unnecessarily complicated administrative processes.
To address this problem, the Debtors are reorganizing their home
office functions, upgrading their information systems and
streamlining their home office administrative processes. Due in
part to these efforts and the restructuring of operational
management described above, the Debtors' general
and administrative expenses for the first quarter of the year
2000 were reduced by nearly one-third, as compared to the first
quarter of 1999.

      (4) No Geographic Rationale For Existing Locations

The Debtors' historical acquisitions were not geographically or
operationally integrated. In addition, the Debtors' existing
corporate structure is unnecessarily complex and costly, and some
of the Debtors' locations are either marginally profitable or
unprofitable. To address these issues, the Debtors began by
undertaking an asset-by-asset review based on, among other
factors, location, financial performance and regulatory
environment. After completing this review, they sought and
obtained authority from the Court to commence the Disposition
Program, by which the Debtors are offering for sale approximately
371 properties, or about 25% of their locations. The Debtors also
are in the process of attempting to sell approximately 54 other
non-core properties.

      (5) No Platform for Future Growth

The Debtors also suffered in recent years from their failure to
respond quickly to changing needs in the at-need and preneed
components of their businesses and, more generally, from sales
goals that overshadowed the Debtors' customer focus. The Debtors
intend to respond to these issues by implementing the initiatives
described above and, in addition, by instilling a customer-driven
focus.

During the six-month extension sought by this Motion, the Debtors
say that they intend to focus their efforts and attention on:

      * completing their assessment of the value of their
estates, in light of the strategic business plan, and presenting
their conclusions to the Creditors' Committee and other
constituencies;

      * facilitating intercreditor negotiations among the holders
of the various classes of debt under the CTA and resolving the
uncertainty discussed above regarding the secured status of $1.1
billion of the debt under the CTA;

      * responding to the ongoing audit, and claims asserted
against the estates, by the Internal Revenue Service;

      * negotiating resolutions of, or asserting appropriate
objections to, the claims of former owners of their properties;

      * investigating possible preference, fraudulent conveyance
and other avoidance causes of action; and
      
      * developing action plans with respect to affiliates that,
for a variety of reasons, are not wholly owned.  

While Loewen tells Judge Walsh that they are in a position to
commence the process of negotiating a plan of reorganization.,
they make it clear that they may be seeking further extensions of
the Exclusive Periods to permit the plan of reorganization
process to run its course. (Loewen Bankruptcy News Issue 24;
Bankruptcy Creditors' Service Inc.)


MASTER GRAPHICS: Files Chapter 11 Together With Operating Unit
--------------------------------------------------------------
Master Graphics, Inc. (OTCBB: MAGR) announced on July 10, 2000
that the Company and its wholly-owned subsidiary, Premier
Graphics, Inc., have filed voluntary petitions to reorganize
under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy
Court in Wilmington, Delaware in order to complete a debt
restructuring of the Company.

The Company said that it expects to complete discussions within
the month with the majority holders of the Company's 11 1/2%
Senior Notes due 2005 in the principal amount of $130 million to
convert substantially all of the bond debt into substantially all
of the future equity of the Company.

In connection with such debt to equity conversion, the Company
also intends to develop and implement a program of stock grants
and other employee incentives to compensate continuing management
and key employees going-forward.

Concurrently, the Company said that it expects to finalize an
agreement with its prepetition lenders, led by General Electric
Capital Corporation to provide liquidity for purchases of
inventory and raw materials, to continue servicing customers in
the ordinary course of business and for other general corporate
purposes, pending completion of debtor-in-possession financing
discussions.

The Company is engaged in discussions to provide debtor-in-
possession financing to fund on-going operating needs through the
completion of its restructuring.

Michael Bemis, chief executive officer and chairman of the board
of directors of Master Graphics, said "Our customers should
expect to receive the same high quality products and service for
which each of our divisions have become known. The Company's
employees will continue to be paid without interruption including
any accrued wages and expense reimbursements. Although federal
law prohibits the payment of prefiling debt without a court
order, the Company will pay vendors for goods and services
received after the filing in the ordinary course of business. We
appreciate the continuing support that our vendors have
demonstrated and now they have the comfort of knowing the law
gives a super-priority status to bills for goods and services
received after the filing."

Mr. Bemis said that the filing was necessitated by the Company's
heavy debt burden and operational inefficiencies attributable to
the lack of integration of the business units acquired since
1997. Master Graphics has approximately $205 million in debt,
most of which was accumulated to finance the acquisition of the
Company's 18 operating units.

Mr. Bemis, who was appointed chairman of the board on February 7,
2000 and chief executive officer on June 9, 2000, said that the
Chapter 11 process provided the best means to maximize valuation
of the Company for its various stakeholders.

The Company said that it expects the Delaware bankruptcy court to
consider first day orders seeking appropriate relief regarding
employees, customers, vendors, use of cash, cash management and
other customary initial matters at a first day hearing scheduled
for July 10, 2000 in Wilmington.

Master Graphics provides high-quality, general commercial
printing products to numerous customers throughout the United
States. The Cordova, Tennessee-based company employs
approximately 1,900 employees and operates 23 facilities in 14
states.


MEDICAL TECHNOLOGY: Announces Amendment of Loan Agreement
---------------------------------------------------------
Medical Technology Systems, Inc. (OTC:MSYS) announced that it has
executed an amended loan agreement with its lender. Although
monthly payments had remained current throughout the past year,
the Company had been in discussions with SouthTrust Bank
regarding modifications to the loan agreement and a waiver of
certain defaults that occurred. The Company is now in compliance
with the amended loan agreement and has preserved the favorable
7.5% fixed rate of interest through the maturity of the loan in
2006.

Todd Siegel, President & C.E.O., commented, "We are pleased to
have modified the loan amendment with our lender and bring the
Company into compliance with its terms. The divestiture of two
non-performing businesses in fiscal 2000 at times provided many
challenges. Although the businesses were sold on terms favorable
to the Company, the process required difficult negotiations with
our lender to accomplish our goals and ultimately satisfy the
provisions of our loan agreement. We can now put those issues
behind us and continue to concentrate on the significant
opportunities that our core business, MTS Packaging Systems,
Inc., provides."

Medical Technology Systems, Inc., through its wholly owned
subsidiary, MTS Packaging Systems, Inc.(TM), manufactures and
sells proprietary packaging systems for use by pharmacies that
dispense prescription medications to nursing homes and assisted
living facilities. The Company's unique compliance packages
are rapidly gaining acceptance as the low cost system of choice
for improving patient medication compliance.


MEDSHARES: Winters Steps Down As Part of Agreement With Lender
--------------------------------------------------------------
According to an article in the Commercial Appeal, on July 8,
2000, Stephen Winters, founder of Medshares Inc., the troubled
home health care conglomerate now in Chapter 11 bankruptcy
proceedings, has stepped down as part of an agreement with a key
lender.

Also leaving the company are Darcy Winters, his wife and a senior
vice president, and Paul Winters, his brother and an executive
vice president.

Medshares, which also is known as Meridian Corp., was founded by
Winters in 1984. He helped grow the firm into one of the largest
home health care businesses in the United States with about
14,000 employees at one time.


In a more than 400-page reorganization plan filed in U.S.
Bankruptcy Court in Memphis on May 1, the companies revealed a
plethora of problems, including several lawsuits, liens on
several properties and combined operating losses of $ 130.9
million from 1997 to 1999.

The companies reported sales of $ 120.7 million in 1997, with a
loss of $ 3 million.

In 1998, sales were $ 170 million, with a loss of $ 47.9 million,
and in 1999, sales were $ 370 million with a loss of $ 80
million. In addition, the companies owe the Internal Revenue
Service between $ 33 million and $ 54 million, mostly for back
payroll taxes.


MONET GROUP: Liz Claiborne Offers $39.5 Million
-----------------------------------------------
Liz Claiborne Inc. (NYSE: LIZ) announced that it received
bankruptcy court approval on Friday July 7, 2000 to acquire the
majority of the assets of Monet Group, Inc. for a total purchase
price of approximately $39.5 million, including the value of debt
assumed. Monet filed for bankruptcy protection on May 11, 2000.  
Consummation of the transaction is subject to review under the
provisions of the Hart-Scott-Rodino Act and other customary
closing conditions and is expected to close in late-July.

Monet is a leading designer and marketer of branded fashion
jewelry sold through department stores (approximately 60% of 1999
sales), popular-priced merchandisers (approximately 15% of 1999
sales) and internationally (approximately 25% of 1999 sales)
under the Monet, Monet Pearl, Monet Signature, Monet(2, Trifari
and Marvella brands.  Monet is expected to profitably generate
annual sales of approximately $75 million in 2000.

Commenting on the announcement, Paul R. Charron, chairman and
chief executive officer of Liz Claiborne Inc., said: "The
acquisition of Monet with its world-renowned fashion jewelry
brands and diversified distribution will strengthen Liz
Claiborne's position as a leader in the fashion jewelry market.
Our expanded jewelry portfolio will allow us to address the needs
of our consumers with both classic and modern styling through
multiple brands across a variety of distribution channels. Monet
currently generates 25% of its sales through its well-established
international infrastructure in Europe, Asia and Latin America
which gives Liz Claiborne Inc. a significant entree to the
international fashion jewelry and accessories market."  

Commenting from the Monet Group, Inc., Robert B. Mang, Chairman
of the Board, said: "The acquisition by Liz Claiborne Inc. of
Monet creates an outstanding strategic fit.  Monet welcomes the
chance to significantly grow its brands and market position under
Liz Claiborne's strong marketing, merchandising and operational
expertise."

Liz Claiborne Inc. designs and markets an extensive range of
women's and men's fashion apparel and accessories appropriate to
wearing occasions ranging from casual to dressy. The Company also
markets fragrances for women and men. Liz Claiborne Inc.'s brands
include Claiborne, Crazy Horse, Curve, Dana Buchman, Elisabeth,
Emma James, First Issue, Laundry by Shelli Segal, Liz Claiborne,
Lucky Brand, Russ, Sigrid Olsen and Villager. In addition, Liz
Claiborne Inc. holds the exclusive, long-term license to produce
and sell men's and women's collections of DKNY(R) Jeans and
DKNY(R) Active in the Western Hemisphere, as well as CITY DKNY(R)
better women's sportswear. The Company also has the exclusive
license to produce and sell women's sportswear under the Kenneth
Cole New York, Unlisted.com and Reaction Kenneth Cole brand
names.


MOSSIMO INC.: Secures a $4.5M Loan To Continue Operations
---------------------------------------------------------
The Los Angeles Times reports on July 4, 2000 that Mossimo Inc.
has lined up a $4.5-million loan and plans to use part of the
proceeds to pay a trio of Los Angeles-area creditors that sought
to force it into bankruptcy liquidation, until a critical
licensing deal with Target Stores takes effect next year, said
Peter Gilhuly, company attorney.  Mossimo agreed to pay a total
of $336,000 to three companies that had filed the involuntary
bankruptcy petition--Pacific Apparel Resources Inc., Caeco
Enterprises Inc. and Wilmar Concepts. The total includes payments
of $58,000 to Pacific for fabric and $125,000 to Caeco for
finished goods that were ordered but had not been received by
Mossimo.

Mossimo filed a petition in federal Bankruptcy Court in Santa Ana
seeking to dismiss the involuntary bankruptcy.  A hearing is
scheduled for July 25.


PATHMARK STORES: Won't Make Prepackaged Bankruptcy Before July 7
----------------------------------------------
According to a report in the Star-Ledger on July 4, 2000,
Pathmark Stores Inc., which was forced to file for bankruptcy
protection due to a strenuous debt of $1.5 billion, announced it
won't file its prepackaged Chapter 11 bankruptcy filing until
after July 7, the deadline for bondholders to approve its
reorganization plan.  Bondholders will swap $1 billion worth of
debt for equity stakes in the company.  Pathmark will have $600
million in debt left.


PITTSBURGH BREWERY: Future Seems Vague
--------------------------------------
The AP reports on July 4, 2000 that Pittsburgh Brewing, the
city's flagship brewery, which makes Iron City and IC Light
Beers, is in trouble for the second time in five years.  
Suppliers are demanding payment on delivery; state tax officials
have filed a $187,000 lien against the brewery on allegations of
unpaid beer taxes; very low beer consumption in recent months and
week-long shutdowns have been reported to be common at the plant.
It has lost four key managers in recent years as well as a
contract to make Samuel Adams beer annually for The Boston Beer
Co.  There have been talks about mergers with Independence
Brewing, Capital and Red Bell Brewing, but none ever
materialized.  Finding a financial partner proved to be a very
tough job for Pittsburgh Brewing.  

In 1995, Pittsburgh Brewing almost fell into bankruptcy had it
not been for Brewery President Joseph Piccirilli and other
investors who helped rescue the brewery.


PIXELON: Two Investors Sue Former Officials and Backers
--------------------------------------------------------
According to an article in The Los Angeles Times on July 8, 2000,
two investors have sued former officials and backers of Pixelon
Corp., saying they withheld critical information about the
troubled San Juan Capistrano start-up to raise money through a
private placement.

The latest suit was filed June 30 in U.S. District Court in
Louisville, Ky., by two Kentucky men who bought 150,000 shares in
Pixelon's private offering. They allege that Pixelon and Advanced
Equities, the Chicago investment firm that handled the offering,
omitted or misstated information important to their decision to
invest.

The lawsuit asks for $ 800,000 in damages. It also seeks class-
action status.


PRECISION PROBES: Involuntary Case Summary
------------------------------------------
Alleged Debtor: Precision Probes, Inc.
                739 Thimble Shoals Blvd.
                Building 300 Suite 300
                Newport News, VA 23606
                
Involuntary Petition Date: June 27, 2000

Case Number: 00-02893    Chapter: 11

Court: Eastern District of Virginia

Judge: David H. Adams

Petitioners' Counsel: Frances H. Hampton
                      Joseph W. Hood, Jr.
                      2809 S. LynnHaven Road
                      Suite 100
                      Virginia Beach, VA 23452-6700
                      (757) 340-5800

Petitioner:

Donald R. Beard       Failure to pay consulting
                      fees and associated expenses
                      owed pursuant to management.      $ 149,534


PRISON REALTY:  Crants Steps Down As Vice Chairman
--------------------------------------------------
Doctor R. Crants, Vice Chairman and member of Nashville-based
Prison Realty's Trust board, will leave the prison firm that he
helped mold as the world's largest private owner and operator of
prisons.  Now that the deal with Pacific Life was called off,
together with Crants leaving his post, Prison Realty will now
merge with sister company Correction Corporation of America on
Sept. 15.  The restructuring requires approval from shareholders
which is expected late this year.  Prison Realty awarded Crants
$600,000 for CCA stock he bought from his son and Prison Realty
President D. Robert Crants III and former COO Michael Devlin.


SAFETY KLEEN: Applies To Employ Skadden Arps as Counsel
-------------------------------------------------------
The Debtors sought and obtained Judge Walsh's permission to
employ Skadden, Arps, Slate, Meagher & Flom (Illinois) and its
affiliated law practice entities as its reorganization counsel to
prosecute these chapter 11 cases, pursuant to 11 U.S.C. Sec.
327(a).  David S. Kurtz, Esq., leads the engagement from
Skadden's Chicago office, assisted by J. Gregory St. Clair,
Esq., Felicia Gerber Perlman, Esq. & Lawrence V. Gelber, Esq.  
Gregg M. Galardi, Esq., in Skadden's Wilmington office, obviates
the Debtors need to employ separate local counsel.  

Specifically, Skadden will:

     (a) advise the Debtors with respect to their powers and
duties as debtors and debtors-in-possession in the continued
management and operation of their businesses and properties;

     (b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the case, including all of the legal and
administrative requirements of operating in Chapter 11;

     (c) take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against those
estates, negotiations concerning all litigation in which the
Debtors may be involved and objections to claims filed against
the estates;

     (d) prepare on behalf of the Debtors all motions;,
applications, answers, orders, reports and papers necessary to
the administration of the estates;

     (e) negotiate and prepare on the Debtors, behalf plan(s) of
reorganization, disclosure statement(s) and all related
agreements and/or documents and take any necessary action on
behalf of the Debtors to obtain confirmation of such plan(s);

     (f) advise the Debtors in connection with any sale of
assets;

     (g) appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtors' estates
before such courts and the U.S. Trustee; and

     (h) perform all other necessary legal services and provide
all other necessary legal advice to the Debtors in connection
with these Chapter 11 Cases,

Under an Engagement Agreement dated as of March 13, 2000, Safety-
Kleen retained Skadden, Arps to, among other things, advise them
regarding their financial and operational restructuring efforts
and to represent the Debtors as debtors-in-possession if Chapter
11 cases were commenced.  In the one-year period prior to the
Petition Date, Skadden received $1,422,736 for services rendered
in contemplation of or in connection with these cases.  For
services rendered in these chapter 11 cases, Skadden will bill
using its bundled rate structure at hourly rates:

          Partners                             $390 to $600
          Special Counsel and Counsel                  $375
          Associates                           $180 to $360
          Legal Assistants and Support Staff    $65 to $135


Mr. Kurtz' time is billed at $540 per hour.

Mr. Kurtz discloses that Skadden represents many of the Debtors'
creditors and other parties-in-interest in the Debtors' chapter
11 cases.  Mr. Kurtz assures the Court that Skadden is
disinterested within the meaning of 11 U.S.C. Sec. 101(14) and
certainly does not hold any interest materially adverse to the
interest of the estates or of any class of creditors or equity
security holders, for any reason.  Every relationship or
connection Skadden has with one of the Debtors' creditors or
another party-in-interest is in a matter wholly unrelated to
Safety-Kleen's restructuring.  (Safety-Kleen Bankruptcy News
Issue 4; Bankruptcy Creditors' Service Inc.)


SHAPE INC: Files For Bankruptcy Protection
------------------------------------------
According to an article in Plastics News on July 3, 2000 Shape
Inc. of Kennebunk, Maine, filed for bankruptcy protection June 9,
due to difficulty paying its loans and vendor obligations. Peter
Ciriello, Shape president and chief executive officer, blamed
dramatically higher resin prices, competition from Southeast Asia
and a heavy debt load.

This marks the second time since 1988 that the company has filed
for protection.  

Shape's court filing listed assets of about $22 million and debts
of $37.5 million including about $7 million of unsecured debt.
LaSalle Business Credit Inc. provides working capital, and five
banks hold fixed assets.

Shape Inc. is the sole operating unit of Shape Global Technology
Inc.


SILVER CINEMAS: Committee Taps Chanin Capital
---------------------------------------------
The Official Committee of Unsecured Creditors of Silver Cinemas
International, et al. seeks an order authorizing the retention
and employment of Chanin Capital Partners as financial advisors.

The firm will provide the following services:

Analysis of the debtors' operations, business strategy, and
competition en each of its relevant markets as well as an
analysis of the industry dynamics affecting the debtors;

Analysis, recommendation and consultation regarding any proposed
dispositions of assets of the debtors;

Analysis of the debtors' financial condition, business plans,
operating forecasts, management, and the prospects for its future
performance;

Analysis of the DIP financing and proposed operational changes;

Analysis, recommendation, and consultation regarding the debtor's
proposed non-ordinary course expenditures through the period of
the bankruptcy case;

Analysis of the plan and Disclosure Statement including a review
of the adequacy of the Disclosure Statement, evaluation of the
feasibility of the plan, analysis of the proposed capital
structure, assessment of corporate strategy and other issues
significant to the reorganization;

Assist the Committee in developing, evaluating, structuring and
negotiating the terms and conditions of a Chapter 11 plan for the
debtor, including the value of the securities, if any, that may
be issued to the Committee under any such Chapter 11 plan.

The firm will be paid a monthly advisory fee of $100,000 for the
first four months following Chanin's retention; $75,000 for each
of months five, six and seven of Chanin's retention; $50,000 for
each month thereafter.  The fee will be $100,000 for each of the
two months preceding the date that a final order confirms the
plan.


SUNSHINE MINING:  Notes Extended to July 14, 2000
-------------------------------------------------
According to a report in The Idaho Statesman, Sunshine Mining and
Refining Company (NYSE:SSC) announced that a meeting with
Noteholders of the 8 percent Senior Exchangeable Notes of
Sunshine Precious Metals Inc. (the Eurobonds) was held.  During
the meeting, a motion was passed to extend the maturity
date and interest payment date of the Eurobonds from June 30 to
July 14, 2000. According to recent announcements, Sunshine is
under bargaining terms with its Noteholders and other debt
security holders with regards to an extensive restructuring
program of the company's balance sheet.


TOYSMART: FTC Prepares Challenge to Prevent Sale of Consumer Data
-----------------------------------------------------------------
In Washington, the Federal Trade Commission (FTC) voted Friday to
go to court against a troubled e-commerce firm that is seeking to
sell data about its customers despite a guarantee "never" to
share such information, The Wall Street Journal reported. The
agency voted unanimously to seek a preliminary injunction in
federal court today against Toysmart.com Inc., which filed for
chapter 11 last month, to prevent the Web retailer from selling
the names, addresses and buying habits of thousands of consumers
who used the site before the company stopped taking orders last
month. Toysmart, a Waltham, Mass., Web-based toy retailer that is
majority owned by Walt Disney Co. (DIS), promised customers on
its Web site that their data will "never" be shared with another
company. But last month, its database was offered for sale in an
advertisement in The Wall Street Journal. Settlement talks with
the company broke off Friday, but government lawyers said a final
attempt to settle the case would be made today. If legal action
is taken and is successful, the case could set a precedent
against such data sales when they contradict earlier company
policies. The FTC's commissioners accepted a recommendation that
the agency seek to block the sale in federal court unless
Toysmart agrees to tight restrictions on the transaction. The
injunction would be sought on grounds that Toysmart engaged in
deception, an unfair trade practice, when it promised consumers
in its privacy policy that personal information they submitted
would be kept confidential. The agency was encouraged to
intervene in the case by TRUSTe, an e-commerce industry privacy-
seal program that earlier certified Toysmart's compliance with
privacy guidelines. The group is expected to oppose the data sale
at a July 26 bankruptcy-court hearing. (ABI 10-Jul-00)


UNITED OUTDOOR: Files Chapter 11, Closes Some Stores
----------------------------------------------------
The Star Tribune reports on July 8, 2000 that Fridley-based
United Outdoor Stores has filed a petition with the U.S.
Bankruptcy Court seeking protection from creditors.  The filing
gives United Outdoor some breathing space to reorganize its
finances and close stores in Coon Rapids, Minnetonka, Eagan,
Burnsville, Maplewood and St. Cloud.  But company President
Benjamin Rischall said that stores in Fridley, Roseville and St.
Paul will remain open despite the filing. "Generally speaking,
all the stores were performing fairly well, but we thought we'd
pull back to three stores and then rebuild," he said.

"Usually the winter business would subsidize the summers, but
with the past three winters being so mild we just found ourselves
getting deeper into debt," Rischall said.  "We've also had a lot
of increased competition in our area -- it's just a smaller pie
of customers divided up even further," he added.


UNITED SURPLUS: Case Summary and 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: United Surplus Stores, Inc.
        785- 3rd Avenue, NE
        Fridley, MN 55421

Type of Business: Retailer of outerwear and sporting goods.

Chapter 11 Petition Date: July 7, 2000

Court: District of Minnesota

Bankruptcy Case No.: 00-43112

Judge: Robert J. Kressel

Debtor's Counsel: Richard C. Salmen
                  Felhaber, Larson, Fenlon & Vogt, PA
                  601 Second Ave. South, Suite 4200
                  Minneapolis, MN 55402

Total Assets: $ 2,865,343
Total Debts:  $ 4,578,694

20 Largest Unsecured Creditors

Columbia Sportswear Co.      Trade Debt       $ 108,874

Slumberjack                  Trade Debt        $ 67,564

Coleman Outdoor Products     Trade Debt        $ 55,604

Lee Company                  Trade Debt        $ 47,784

Rave Sports                  Trade Debt        $ 47,553

Old Town Canoe               Trade Debt        $ 39,270

Kelty Pack, Inc.             Trade Debt        $ 38,431

Vasque Shoe Company          Trade Debt        $ 35,776

Cascade Designs, Inc.        Trade Debt        $ 34,269

Deckers Outdoors Corp.       Trade Debt        $ 31,481

Levi Strauss Credit          Trade Debt        $ 27,371

Salomon North America, Inc.  Trade Debt        $ 24,208

Pacific Trail                Trade Debt        $ 23,899

Cerf Brothers Bag Co.        Trade Debt        $ 22,624

Hi Tec Sports USA, Inc.      Trade Debt        $ 22,023

Minneapolis Star & Tribune   Trade Debt        $ 18,000

Boy Scouts of America        Trade Debt        $ 14,541

M. Fine & Sons Mfg.
Co., Inc.                    Trade Debt        $ 13,996

Stearns Mfg. Co.             Trade Debt        $ 13,763

Avid Outdoor                 Trade Debt        $ 13,416


Meetings, Conferences and Seminars
----------------------------------
July 13-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Northeast Bankruptcy Conference
         Doubletree Hotel, Newport, Rhode Island
            Contact: 1-703-739-0800
            
July 21-24, 2000
   National Association of Chapter 13 Trustees
      Annual Seminar
         Adams Mark Hotel, St. Louis, Missouri
            Contact: 1-800-445-8629 or info@nactt.com

August 3-5, 2000
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seaport Hotel and Conference Center,
         Boston, Massachusetts
            Contact: 1-800-CLE-NEWS

August 9-12, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Southeast Bankruptcy Workshop
         Hyatt Regency, Hilton Head Island, South Carolina
            Contact: 1-703-739-0800

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loews Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
August 17-19, 2000
   ALI-ABA
      Banking and Commercial Lending Law -- 2000
         Renaissance Stanford Court
         San Francisco, California
            Contact: 1-800-CLE-NEWS

September 7-8, 2000
   ALI-ABA and The American Law Institute
      Conference on Revised Article 9 of the
      Uniform Commercial Code
         Hilton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

September 15-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Views From the Bench 2000
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800

September 21-22, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

September 21-23, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800

September 21-24, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      8th Annual Southwest Bankruptcy Conference
         The Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800

November 2-6, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or info@turnaround.org

November 27-28, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Third Annual Conference on Distressed Investing
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
November 30-December 2, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

February 22-24, 2001
   ALI-ABA
      Real Estate Defaults, Workouts, and Reorganizations
         Wyndham Palace Resort, Orlando (Walt Disney
         World), Florida
            Contact: 1-800-CLE-NEWS

July 26-28, 2001
   ALI-ABA
      Chapter 11 Business Reorganizations
         Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  



                     *********

S U B S C R I P T I O N   I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 301/951-6400.

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