TCR_Public/000713.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Thursday, July 13, 2000, Vol. 4, No. 136


AEI RESOURCES: Auditors Expresses Concern
BARAMI: Announces Sale of Lease
BRISTOL HOTEL: In process of Major Modernization
CONSECO: Wendt Loses Money on the Deal
COSTILLA ENERGY: Court Rules on Exclusivity

DECORA INDUSTRIES: Quarter Loss Posted; Default Notice Received
FLOORING AMERICA: Announces New CEO and President
FRUIT OF THE LOOM: Seeks To Exercise Remedies Against Farley
GENESIS/MULTICARE: Applies to Employ Blank Rome
GULF STATES: Lays Off Workers As Part Of Cost Reduction Plan

HARNISCHFEGER: Australian Workers Go on Strike
HARNISCHFEGER: Objects To Rockwell's 59 Proofs of Claim
HARRISBURG EAST: Court Approves Sale
ILLINOIS HEALTHCARE: State Regulators To Take Over
INTEGRATED HEALTH: Motion To Establish Bar Date

IPCS: S&P Rates $152 M Senior Discount Notes to CCC+
LAROCHE INDUSTIRES: Committee Taps Pachulski, Stang
LASON INC: Future In Question
LOEWEN: Court Approves Expanded Scope of Zolfo Cooper Engagement
LUMENYTE: Fireman's Fund Objects to Disclosure Statement

MASTER GRAPHICS: Case Summary and 20 Largest Unsecured Creditors
MAURICE: To Complete Liquidation Sale by September
MEMORIAL MEDICAL:  Lays Off 57 People
NAGASAKIYA CO.: Files for court protection
NISSAN MOTOR: In talks to sell 20 affiliates

NUTRAMAX: Announces Completion of Financial Transactions
PREMIER GRAPHICS: Case Summary and 20 Largest Unsecured Creditors
SAFETY-KLEEN: Applies To Employ Arnold As Environmental Counsel
SHONEY'S INC: NYSE Suspends Trading, Seeks to Delist
SOGO CO.: Files For Bankruptcy

SOGO CO.: To ask former chairman to help cover debt
TOYSMART: Disney Offers To Buy Customer List
TRI-VALLEY GROWERS: Officials Explain Bankruptcy Reorganization
URANIUM RESOURCES: Groups Oppose Further Mining
VENCOR: Ventas Files $4 Billion Proof of Claim
VISKASE COMPANIES: Moody's Downgrades $219m Sr Unsecured Notes


AEI RESOURCES:  Auditors Expresses Concern
According to a report in the Charleston Gazette on July 6, 2000,
company auditors expressed their concern about AEI Resources'
ability to continue as a "going concern."  The Ashland, Ky.-based
coal company, might be headed for financial trouble, according to
its latest first quarter and 1999 financial report.  Addington
Enterprises, which changed it name to AEI Resources, blames the
recent credit downgrade of Frontier Insurance Co., coal firm's
primary reclamation bond provider.  Brothers Larry Addington,
Robert and Bruce controls the publicly owned AEI Resources and
mines in West Virginia, Kentucky, Tennessee, Indiana, Illinois
and Colorado.  The coal company brags that, in terms of revenue,
it is considered as the nation's fourth largest producer of coal
for electrical generation and second largest producer of steam
coal in Central Appalachia.

BARAMI: Announces Sale of Lease
A press release was issued by Arthur Goldstein of the firm
of Todtman, Nachamie, Spizz & Johns, providing that a hearing
will be held on July 25, 2000 at 9:30 a.m. (the "Hearing") before
the Honorable Jeffry H. Gallet, United States Bankruptcy Judge,
One Bowling Green, New York, New York 10004, at which time the
Court will consider the motion (the "Motion") of Barami
Enterprises, Inc., et al., debtors and debtors-in-possession  for
an order (i) authorizing the Debtors to sell to Khaneh, Ltd., its
interest in a certain lease dated June, 1995 between Prospect
Resources, Inc., assignee of L&B 57th Street, Inc. ("Landlord")
and Barami of 57th Street, Inc. for store premises at 37 West
57th Street, New York, New York (the "Lease") for a purchase
price of $ 150,000.00 and providing to the Landlord a cash
security deposit or a letter of credit in the amount of
$72,000.00 to replace the existing letter of credit held
as security under the Lease; or, in the alternative, approving
the sale of the Lease to such entity as shall at or prior to the
Hearing submit, subject to the conditions set by the Court, a
higher and better offer for the Lease.

The Debtors will consider higher or better offers for the Lease
at or prior to the Hearing with the initial higher or better
offer to be not less than $10,000.00 above the purchase price set
forth above.  In addition, as a condition of making a higher or
better offer, such bidder shall be required to tender a deposit
of $25,000.00 prior to the Hearing and to provide the Debtors and
the Landlord with satisfactory proof of such bidder's ability to
provide the Landlord with adequate assurance of future

BRISTOL HOTEL: In process of Major Modernization
After almost three decades of revolving ownership, bankruptcy and
general disrepair, downtown San Diego's Bristol Hotel is under
new ownership and is in the process of a major modernization,
according to a newswire report. The hotel was purchased 12 months
ago for $6 million by San Francisco's International Hotel
Association Hotel Group, which owns several other hotels in
California including the Best Western Seven Seas Lodge in Mission
Valley, the Union George Hotel in San Francisco and the Creekside
in Palo Alto. After the new owners of the Bristol Hotel purchased
the property, $3 million was allocated to transform the aging
property into a more modern and stylish boutique hotel similar to
those found in San Francisco.

CONSECO: Wendt Loses Money on the Deal
According to a report in The Wall Street Journal on July 12,
2000, taking the top job at Conseco Inc. cost Gary C. Wendt $20
million -- even after the $45 million in cash he is getting to
assume the position, Mr. Wendt said in an interview.

Mr. Wendt said that under a noncompete agreement with his former
employer, General Electric Co., he would have received more than
$65 million had he remained "in a hammock" an additional 21

Instead, Conseco issued a warrant for 10.5 million shares of its
common stock to a finance unit of GE to release Mr. Wendt from
that agreement. And Wendt forfeited the $20 million or so to give
himself an incentive "to really turn this baby around," he says.
As to how he plans to do that, Mr. Wendt declined to offer
specifics. He said he envisioned a "slimmed-down, streamlined"

Wendt was quoted as saying that he had no plan yet for repaying
nearly $1 billion in Conseco debt coming due in September, "but
I'm not panicked." He said he is intent on restoring the
company's credit ratings, which have been downgraded in recent
months, and on reducing its debt.

"One option is to look for a partner in the finance company," he
said, but mentioned no names.

The article stated that the finance company, a maker of mobile-
home loans formerly known as Green Tree Financial Corp., is
Conseco's largest problem.  Conseco bought the company in 1998
for $6.44 billion, but investors balked at the deal and sent
Conseco's stock plummeting.

Under Wendt's compensation package, the CEO's annual salary will
drop over the next five years to around $1 million a year, which
he described as comparable to the salaries received by CEOs of
similar companies.

COSTILLA ENERGY: Court Rules on Exclusivity
The Honorable Ronald King, US Bankruptcy Court, Western District
of Texas entered an order on July 5, 2000, providing that if the
debtor files a plan of reorganization on or before July 10, 2000,
then the deadline for obtaining acceptances to such plan shall be
September 8, 2000; provided however, that the court reserves
consideration of the limited objection of the creditors'
Committee to debtor's motion to extend the period of exclusivity
to solicit acceptances of debtor's plan, until the hearings set
in this case on July 20, 200 when the court may modify this order
based upon the limited objection.

DECORA INDUSTRIES: Quarter Loss Posted; Default Notice Received
According to a report in The Wall Street Journal on July 12,
2000, Decora Industries Inc., Fort Edward, N.Y., a maker of
surface-covering products, said it received a notice of default
regarding recent financing and that "management is in discussion
with lenders to achieve mutually agreeable accomodations."

Decora also said it posted a loss in the fiscal fourth quarter.
Company officials declined to comment on the default or the
fourth-quarter results. For the quarter ended March 31, the
company had a loss of $19.1 million, or $2.49 a share, compared
with a profit of $596,000, or seven cents a diluted share, a year
earlier. Sales fell 8% to $36.7 million from $39.9 million.

Decora said in a release that the loss was affected by
unfavorable foreign-currency translation and reduced sales
associated with integration of assets bought from Newell
Rubbermaid Inc.

FLOORING AMERICA: Announces New CEO and President
Flooring America Inc. (NYSE:FRA) announced that, in connection
with its Chapter 11 bankruptcy proceeding, it has elected Michael
Worrall as its new Chief Executive Officer and President.

Mr. Worrall's expertise will provide direction to the Company
during its efforts to restructure and reorganize its business.
Mr. Worrall's background is primarily in retail restructuring and
reorganizing.  Recently, Mr. Worrall served as President and
Chief Operating Officer of Sports and Recreation Inc. of Tampa,

The Company also announced today that David L. Nichols, formerly
Chairman of the Board, Chief Executive Officer and President, and
three other officers, Leonard Thill, Jim Frede and Sue Salg, have
left the Company.

Separately, the Company announced that F.G. "Buck" Rodgers had
resigned from its Board of Directors effective June 19, 2000.

Located in the Atlanta suburb of Kennesaw, Ga., Flooring America
filed for bankruptcy protection on June 15, 2000.

FRUIT OF THE LOOM: Seeks To Exercise Remedies Against Farley
William Farley interposed his objection to the Debtors' Motion,
arguing that he is not a third party beneficiary and the Debtors
only have the right to collect interest, not seize collateral.  
Mr. Farley explains that the Debtors are trying to collect on the
$65 million loan more quickly than they are entitled under the
clear terms of the Loan Agreement.  

Fruit of the Loom tells Judge Walsh that they are tired of Mr.
Farley's repeated argument, complaining that he's simply
repackaging the same issue he's raised before -- and lost.  Mr.
Farley is simply stalling, Fruit of the Loom says, since time is
on Mr. Farley's side and delay is his goal.  

The Debtors advised the Court that when this timing issue was
first raised, Mr. Farley owed $860,000.  The amount has risen to
$2,000,000 now.  

"Unless Mr. Nussbaum," counsel to Mr. Farley, "blows me away with
a nine-to-nothing Supreme Court decision on all fours, I am going
to rule for the Debtors on that issue. . . .  The rights Mr.
Farley asserts under Section 10 of the Loan Guaranty, to me,
would be an illogical reading of the provision."  The Debtors are
entitled to collect interest payments and seize the collateral
securing the loan. (Fruit of the Loom Bankruptcy News Issue 8;
Bankruptcy Creditors' Service Inc.)

GENESIS/MULTICARE: Applies to Employ Blank Rome
According to an article in Genesis/Multicare Bankruptcy News
Issue 2; Bankruptcy Creditors' Service Inc., Genesis and
Multicare apply to employ Blank Rome Comisky & McCauley LLP as
their Special Corporate Counsel.  Prior to the Petition Date,
Blank Rome served as full-service corporate counsel.  The Debtors
believe that Blank Rome is uniquely qualified to represent them
in general corporate matters.

Blank Rome submits that there will be no conflict of interest in
the proposed retention because Blank Rome will not advise or
represent either Multicare or Genesis in any matter that pertains
to: (i) the GHV management agreement in respect of the Multicare
Debtors; (ii) GHV claims against Multicare Debtors; (iii)
financings or (iv) other strategic transactions where the
interests of Genesis Debtors may differ from those of Multicare
Debtors.  Such matters, if any, will be handled by the
Genesis Debtors' reorganization counsel, Weil, Gotshal and
Manges, LLP, and Richards, Layton & Finger or by the Multicare
Debtors' reorganization counsel, Willkie Farr & Gallagher and
Young, Conaway, Stargatt & Taylor.

Under the proposed employment, Blank Rome will render
professional services to GHV and Multicare respectively in
connection with :

    * requirements under the Securities and Exchange Act;
    * regulatory matters;
    * press releases and public information;
    * intellectual property;
    * pre-Filing Date bank financing;
    * executory contracts and leases for property;
    * labor matters; and
    * will work in coordination with the respective
reorganization counsels.

GHV also specifies that the proposed retention of Blank Rome will
cover matters in connection with NYSE market and the Debtors'
obligations under the NYSE Rules for continued listing, Omega
REIT and the Oklahoma pharmacy joint venture with Peak Medical
Corp., license agreement with LandHope Farms Corp., litigation
involving Mary C. Denton, wrongfiil discharge litigation
involving Princess McKinley, litigation involving Florence K.
McGuire, the Bucks County, Pennsylvania condemnation proceedings,
certain joint venture, investment agreement and limited liability
company with Milford/Dover ALF, LLC and Capital SHL, LLC,
management agreement involving Pennrose Ventures, sale for 543
Kingsley Street, Philadelphia, Pennsylvania, litigation by and
among Genesis Debtors and Daniel Veloric Tomahawk Holdings, Inc.,
Tomahawk Capital Investments, Inc., claims in the matter
involving USA, ex rel. John Doe I and John Doe, Network Ambulance
Services, Inc.. claims relating to Cromwell Nursing Center,
litigation involving Antoinette Patterson, certain financing
relating to Peninsula Regional Medical Center, Pennsylvania
capital stock tax appeals for fiscal years 1992 and 1995, sale of
the stock of Network Ambulance Services, Inc., transactions
relating to Eldertrust, Suburban Medical (a GHV subsidiary) in
litigation with Gracecare, discrete real property matters
in connection with NeighborCare leases, the
Amsted/Hilltop/Knollwood option and lease negotiations,
Rittenhouse Care Center matters, the sale of the Atlantis
facility and a certain Columbus, Wisconsin Lease,
With respect to Multicare, Blank Rome will specifically render
professional services with respect to the Hoosier East bond
refinancing, the sale of Heritage at Longwood facility, the sale
of real property located at 72 Cold Hill Road, Mendham, NJ,
certain litigation involving Joan Hoffinan, the sale of Multicare
Debtor facilities in Ohio, contemplated sale of Multicare Debtor
facilities in Illinois and Wisconsin.

Subject to Court approval, the Debtors agree to pay Blank
standard hourly rates of:

                     Stephen E. Luongo            $435.00
                     Norman E. Greenspan          $415.00
                     Arthur Bachman               $415.00
                     Barry F, Bevacqua            $390.00
                     Richard J. McMahon           $370.00
                     Mark Blondman                $365.00
                     Kathleen McDermott           $330.00
                     Matthew J. Comisky           $320.00
                     Gregory B. Hook              $290.00
                     Steven M. Miller             $300.00
                     Dennis P. McCooe             $285.00
                     James B. Dilsheimer          $235.00
                     Jonathan M. Korn             $235.00
                     Sonia Galindo                $210.00
                     Melissa P. Murawsky          $200.00
                     Robert L. Roshkoff           $195.00
                     Christina L. Vigliotti       $195.00
                     Nancy R. Peterson            $185.00
                     Richard S. Swartz            $185.00
                     William V. McGroarty         $185.00
                     Michael J. Smith             $175.00

GULF STATES: Lays Off Workers As Part Of Cost Reduction Plan
According to a report circulated by The Associated Press on July
7, 2000, Gulf States announces it has laid off 66 salaried
workers and 55 hourly workers as part of a cost reduction plan.
The company is attempting to reorganize after declaring
bankruptcy on July 1 of last year.

As reported earlier, members of United Steelworkers Local 2176
approved a five-year contract with the company that called for a
$2 per hour raise over four years. The contract takes effect
Oct. 1.

HARNISCHFEGER: Australian Workers Go on Strike
Australian workers at companies owned by US mining company
Harnischfeger Industries have gone on strike for 24-hours.
The vote came in support of 73 workers who have been locked out
by Harnischfeger subsidiary company Joy Mining Machinery, in the
New South Wales southern highlands.

The workers were locked out of their Moss Vale factory more than
three months ago over a pay claim and company moves to shut
unions out of pay talks.

An Australian Manufacturing Workers Union (AMWU) spokeswoman
said the decision today by Australian workers to strike for 24
hours may lead to international industrial action against the
company. Workers at Harnischfeger's subsidiary company P & H
Minepro at Mt Thorley in NSW and at Joy Manufacturing in
Rockhampton, Queensland, are involved in the strike.
Workers at P & H Minepro in Perth are also expected to walk off
the job at the end of shift today.

The AMWU said workers voted in favour of the strike because of
the company's appalling negotiating record with workers.
The strike also comes after Joy management last night handed
another lock-out notice to the Moss Vale workers. The notice, for
an extra five weeks, came after workers refused to accept an
offer to return to work for a four-week trial period.

AMWU state secretary Paul Bastian said the workers rejected the
offer, because management had threatened them with another
lockout notice if they failed to behave in an appropriate manner
or negotiate in good faith.

Joy Mining has refused to comment to media throughout the

Mr Bastian said the company had been using US bullyboy-style
tactics and wanted to rid the workers of the right to union
negotiations.  As well as locking out workers, Joy has sought a
Supreme Court injunction against union officials, who were handed
subpoenas from the company claiming personal damages of up to

Meanwhile, unions have pulled together to stage a fundraiser for
Joy workers, who have been prevented from collecting social
security benefits under the lock-out notice.  The Joy fundraiser
will be held tonight at the Harbourside Brasserie, in Millers
Point, Sydney.

HARNISCHFEGER: Objects To Rockwell's 59 Proofs of Claim
Rockwell International filed 59 proofs of claim against the
Debtors' estates:

      * one $29,631,333.39 claim against Beloit Corporation;
      * one $29,631,333.39 claim against Joy Technologies, Inc.;
      * one $32,131,333.39 claim against Harnischfeger
Industries, Inc.; and
      * fifty-six $32,131,333.39 claim against each of the other

Beloit believes that it owes Rockwell some amount, but nowhere
near $1.8 billion.  Rockwell's proofs of claim, the Debtors say,
fail to provide sufficient detail to explain the basis for the
claims.  Beloit has asked Rockwell for additional information.  
Rockwell has not responded.  

By this Objection, the Debtors ask Judge Walsh to disallow
Rockwell's proofs of claim on five bases:

      (A) Rockwell has failed to comply with Bankruptcy Rule
3001(c), which requires that a creditor supply documentation
sufficient to support its claim to meet its burden of proof.

      (B) The $2.5 million difference between the Beloit and HII
claims relates to a purported guarantee by HII for debts incurred
by Joy.  Assuming that the guarantee is enforceable, the Debtors
say, Rockwell does not specify which Joy affiliate benefits from
the guarantee.  

      (C) The Rockwell Claims, the Debtors assert, are based on a
flawed premise concerning substantive consolidation.  It appears
to the Debtors that Beloit is the only party liable to Rockwell.  
There, of course, has been no substantive consolidation of the
Debtors, and "[i]t is highly unlikely that the Debtors' cases
will be substantively consolidated," the Debtors say, explaining
that, "[t]he Debtors have unique product lines, maintain
corporate formalities and have separate relationships          
with their creditors."

      (D) The Rockwell Claims inappropriately include claims for
certain administrative expenses.

      (E) The Rockwell Claims must be disallowed under 11 U.S.C.
Sec. 502(d) until Rockwell disgorges $1,091,386.73 on account of
preferential payments by Beloit to Reliance Electric prior  to
the Petition Date.  (Harnischfeger Bankruptcy News Issue 24;
Bankruptcy Creditors' Service Inc.)

HARRISBURG EAST: Court Approves Sale
U.S. Bankruptcy Judge Robert Woodside has approved the sale of
the 890,000-square-foot Harrisburg East Mall to Uni-Invest
Partnership of Port Washington, N.Y., but it's not a done deal
yet. The prospective buyer is still arranging financing for the
$46.5 million purchase. According to the agreement approved last
week, the schedule for the closing of the sale is set for
August 3.

ILLINOIS HEALTHCARE: State Regulators To Take Over
The Pantagraph reports on July 6, 2000 that state regulators were
granted a court order to take over the Bloomington-based health
and accident insurer.   The Department of Insurance rules the
company insolvent and will oversee the company's existing
resources and creditors.  Liquidation reportedly began on June
30.  Chief liquidator, Richard Darling which has started sorting
through financial records says, "It's very similar to what would
be considered a bankruptcy situation."  Under the state law,
health insurers should maintain a surplus of $1.5 million to
continue operating.  The company reported $500,000 in debt.

INTEGRATED HEALTH: Motion To Establish Bar Date
Judge Walrath directs that all proofs of claim must be received
at Poorman-Douglas by August 29, 2000.  

IPCS: S&P Rates $152 M Senior Discount Notes to CCC+
Standard & Poor's Tuesday assigned its triple-C-plus rating to
iPCS Inc.'s $152 million gross proceeds ($300 million maturity
value) 14% senior discount notes due July 15, 2010, issued under
Rule 144A with registration rights.

At the same time, S&P assigned its single-B-minus rating to
iPCS's wholly owned subsidiary iPCS Wireless Inc.'s $140 million
secured bank facility.

S&P also assigned its single-B-minus corporate credit rating to
iPCS and iPCS Wireless.

The outlook is stable.

The senior discount notes are rated only one notch lower than the
corporate credit rating because S&P expects the company's
priority obligations, including drawdowns under the bank
facility, as a percent of total assets to be less than 30%.

According to S&P, the bank loan facility is rated the same as the
corporate credit rating. This facility is secured by a pledge of
100% of the capital stock of the borrower and its subsidiaries
and a perfected first priority lien on all tangible and
intangible, present and future assets of the borrower and its
direct and indirect subsidiaries. In the event of a default or
bankruptcy, based on S&P's simulated default scenario, it is not
certain that a distressed enterprise value would be sufficient to
cover the entire loan facility.

iPCS is the exclusive provider of Sprint PCS services to midsize
cities and rural areas in Illinois, Iowa, Michigan, and eastern

Proceeds of the notes, together with the bank facility,
contributions from equity investors, and expected new equity
issuance, will be used to fund the buildout of the personal
communications services (PCS) network, to fund certain additional
Iowa properties, to repay some debt, to fund working capital and
operating losses, and for general corporate purposes, the rating
agency said.

LAROCHE INDUSTIRES: Committee Taps Pachulski, Stang
The Official Committee of Unsecured Creditors of Laroche
Industries, Inc., and Laroche Fortier Inc. seek authority to
employ and retain Pachulski, Stang, Ziehl, Young & Jones PC as
co-counsel.  The firm will charge its customary hourly rates.  
The principal attorneys and paralegals presently designated to
represent the Committee and its current standard hourly rate are:

Laura Davis Jones $365 per hour
Rachel S. Lowy    $175 per hour
Christopher J. Luhlier $175 per hour
Cheryl Knotts $90 per hour

Co-Counsel in this case is the firm of Wachtell, Lipton, Rosen &

LASON INC: Future In Question
According to a report in Crain's Detroit Business on July 10,
2000, the fate of Lason Inc. remained up in the air Friday as the
company talked with banks in hopes of reaching a new loan
agreement and faced a beefed up class-action lawsuit filed in
U.S. District Court in Detroit.

The Troy-based data and document management company has reported
substantial losses for two quarters and is unable to meet the
terms of loans with lenders. A waiver of the company's credit
agreement granted in May expires today.  A consortium of banks
led by Bank One Corp. has retained Southfield-based Jay Alix
& Associates for assistance. Lason has retained Arthur Andersen

The complaint, first filed by Mantese Miller Mantese and Shea
P.L.L.C. on Dec. 21, is a consolidated lawsuit that stems from a
number of suits filed in late December. Mantese lawyers filed
their amended complaint June 30. The lawsuits followed a stock
price slide from $23.94 on Dec. 17 to $11.44 on Dec. 20.
Lason's stock (Nasdaq: LSON) closed at $2.53 on Friday.

The suit names Lason's three top officers: Monroe, president and
COO John Messinger, former CFO and executive vice president
William Rauwerdink, and several investment firms that did stock
analysis or consulting for Lason.

The suit alleges Lason executives knew their company was in
financial trouble more than a year before they warned
stockholders of lower than expected earnings on Dec. 17.
Lason issued a press release that day saying earnings would be
lower than expected - just eight days after saying there was no
reason for stockholders to be concerned about falling stock
prices.  Company executives have consistently said they were not
aware of trouble until after their reassuring Dec. 9 press
release was issued.

The lawsuit also alleges that Lason executives routinely asked
managers to report expected revenue early so quarterly earnings
would look better.

LOEWEN: Court Approves Expanded Scope of Zolfo Cooper Engagement
In the absence of any objections, Judge Walsh approved the
Debtors' Application to expand scope of their engagement of Zolfo
Cooper, LLC as Special Financial Advisors and Bankruptcy

Zolfo Cooper will focus on the implementation of the Business
Plan, the development of a plan or plans of reorganization,
liquidation and claims analyses and related matters.

Specifically, the Debtors desire to expand Zolfo Cooper's
engagement to include:

    (1)  advising and assisting management in implementing the
initiatives outlined in the Business Plan and in identifying
other cost reduction opportunities;

    (2) assisting the Debtors in interfacing with various
constituencies and their professionals, including the preparation
of financial and operating information required by such parties
or the Court;

    (3) advising and assisting management in analyzing and
developing a plan or plans of reorganization, as well as
information to be included in the Debtors' disclosure statement,
including a liquidation analysis;

    (4) advising and assisting the Debtors with claims analyses
and management of the claims process;

    (5) rendering expert testimony concerning the feasibility of
proposed plans of reorganization; and

    (6) providing other services as may be required by the

The Debtors believe that Zolfo Cooper is well equipped to perform
these services and further assist the Debtors in their chapter 11

As the services being provided to the Debtors by Wasserstein and
KPMG are focused primarily on the Debtors' capital structure,
asset valuation, asset dispositions and accounting and auditing
functions, Zolfo Cooper's engagement will not duplicate the roles
of these other advisors. (Loewen Bankruptcy News Issue 24;
Bankruptcy Creditors' Service Inc.)

LUMENYTE: Fireman's Fund Objects to Disclosure Statement
Fireman's Fund objects to the adequacy of the First Amended
Disclosure Statement describing the debtors' Chapter 11 First
Amended Chapter 11 Plan of Reorganization.

Fireman's objects to the fact that Insiders will not only retain
their existing equity interest shares in the debtor, but will
also be benefited with promises of continuing employment and
continuing salary paychecks.  Fireman's wants to know the amounts
that such Insiders will be paid.  Fireman's also wants an
extended discussion of the Colorado claim (Fireman's Fund $16
million claim). Fireman's also states that the debtor neglects to
disclse that the reservation of rights regarding this $16 million
claim was belatedly asserted more than 14 months after the
Colorado claim arose, and after notice of the Fireman's Fund $16
million claims was given to Hartford.  An Investor may, according
to Fireman's, with that information, give different weight to the
prospect5 of a claim back by The Hartford against the debtor once
the Hartford is compelled to pay on its $6 million policy.

The debtor discloses a possibility of a claim in bad faith, but
does not provide the amount of such claim.  Nor has the debtor,
according to Fireman's, disclosed the fact that such bad faith
claim against Hartford is premised upon the Hartford's
unreasonable refusal to settle a very large and significant claim
against the debtor - the Fireman's claim of $16 million  - within
the carrier's policy limits of $6 million.  The debtor has not
pointed out that it has a claim against The Hartford for
indemnification as to at least the first $6 million of claims by
Fireman's Fund against the debtor.

The debtor has disclosed that the payment of the Fireman's $16
million claim "may have a substantial impact upon the
distribution to general unsecured creditors."  Fireman's Fund
asserts that this disclosure is inadequate.  "Going from an at
best 66% distribution to a very possible 4% distribution is not a
"substantial impact" it is a total negation of any rights of a

Fireman's states that the debtor unrealistically states that
unsecured claims in excess of $1.1 million will be paid 100%.  
Fireman's contends that this is impossible with $735,000 "pot

Fireman's states that the disclosure as to contracts still
provides inadequate disclosure, and that the Disclosure Statement
still lacks any reasonable or adequate discussion of feasibility.

MASTER GRAPHICS: Case Summary and 20 Largest Unsecured Creditors
Debtor: Master Graphics, Inc.
        A Tennessee Corp.
        70 Timber Creek Drive, #5
        Cordova, TN 38018

Type of Business: General commercial printing

Chapter 11 Petition Date: July 7, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-02929

Judge: Peter J. Walsh

Debtor's Counsel: Mark S. Chehi
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel:(302) 651-3000

                  John Wm. Butler, Jr.
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  333 West Wacker Drive, Suite 2100
                  Chicago, IL 60606
                  Tel:(312) 407-0700

Total Assets: $ 187,000,000
Total Debts:  $ 256,000,000

20 Largest Unsecured Creditors

General Electric
Capital Corporation
401 Merritt 7, 2nd Fl
Norwalk, CT 06856              
Patrick M. Walsh              Pursuant to loan
Steven F. Campbell            greement dated
David R. Huett                March 15, 1999        $ 49,500,000

Mrs. Mary McMullen, executrix
for the estate of
Mr. Walter P. McMullen
350 South Yates Road
Memphis, TN 38120             Seller Note            $ 3,750,000

Mr. Allan Bartel
338 West Sibley
Park Ridge, IL 60068          Seller Note            $ 1,875,000

Mr. Joseph M. Jensen
6917 North Lexington, Al
Niles, IL 60714               Seller Note            $ 1,875,000

The Cunningham Group
c/o Phoenix Comm.
5664 New Peachtree Road
Atlanta, GA 30341-2508        Seller Note            $ 1,599,813

Mrs. Margaret McQuiddy
executrix for the estate of
Mr. David L. McQuiddy, Jr.
711 Spence Lane
Nashville, TN 37217           Seller Note            $ 1,502,948
Mr. Wendell Burns
1907 Crutchfield Street
Chattanooga, TN 37406         Seller Note            $ 1,215,105

H. Henry Hederman, Jr., Trustee
Gail Hederman Wallace, Trustee
Zach T. Hederman, Trustee
500 Street Road
PO Box 6100
Ridgeland, MS 39158           Seller Note            $ 1,200,000

David Sutherland, Ill
525 North Front Street
Montezuma, IA 50171           Seller Note            $ 1,090,000

Mr. Phil Phillips, Jr.
c/o Phillips Litho
807 Old Missouri Road
Springdale, AR 72764          Seller Note             $ 854,219

Hap Hedermann
500 Steed Road
PO Box 6100
Ridgeland, MS 39158           Seller Note             $ 607,000

Ms. Lynn H. Harper
Mr. Michael G. Harper
One Industry Drive
PO Drawer 1596
Henderson, NC 27536           Seller Note             $ 559,175

Mr. Carey Rosenthal
c/o Phoenix Comm.
5664 New Peachtree Rd
Atlanta, GA 30341-2508        Seller Note             $ 557,750

Mr. Joseph Segal
c/o Phoenix Comm.
5664 New Peachtree Rd.
Atlanta, GA 30341-2508        Seller Note             $ 557,750

Mr. Carl Nelson
c/o B&M Printing
2500 Lamar Avenue
Memphis, TN 38114             Seller Note             $ 500,000

Mr. Scott Diamond
c/o Phoenix Comm.
5664 New Peachtree Rd.
Atlanta, GA 30341-2508        Seller Note             $ 482,089

Mr. Joseph Segal
c/o Phoenix Comm.
5664 New Peachtree Rd.
Atlanta, GA 30341-2508        Seller Note             $ 400,000

Mr. Mendel Segal
c/o Phoenix Comm.
5664 New Peachtree Rd.
Atlanta, GA 30341-2508        Seller Note             $ 295,500

Mr. Bart Knight               Seller Note             $ 233,545

Mr. Clyde Powell              Seller Note             $ 157,363

MAURICE: To Complete Liquidation Sale by September
Company lawyer, Kevin J. Walsh announced that the liquidation of
all of the shirts, shorts, jeans and other clothing sold by
Maurice the Pants Man and Poore Simon's must be completed by
September, according to The Telegram & Gazette on July 6, 2000.
Another liquidation will begin later this month to sell the
leases at each of the company's locations, Mr. Walsh said.

As reported, Maurice Corp., the parent company of the brand-name
clothing retailers, filed for Chapter 11 bankruptcy protection
last month in federal court in Boston, owing $15 million to

MEMORIAL MEDICAL:  Lays Off 57 People
The Buffalo News reports on July 6, 2000 that Memorial Medical
Center based in Niagara Falls laid off 57 people. Ever since the
proposed merger with Mount St. Mary's Hospital in Lewiston
failed, problems erupted. Memorial's debt of $20.5 million with
Daughters of Charity, owner of St. Mary's hasn't decreased since
the commencement of negotiations.   According to CEO, Thomas A.
Sy,  "We realize our responsibility in paying that, but the
economic reality is that we can't pay back anything approximating
that," he said.  The medical center reduced its management team
by four, including some lab technicians and started reducing
funds for its different departments.  The company will maintain
clinics in the city of Niagara Falls and in each of the city's
schools.  But, the Outreach for Wellness in Niagara and Beeman
Child Guidance clinics in Lockport and North Tonawanda will be
cut-off of support from the medical center.

NAGASAKIYA CO.: Files for court protection
Nagasakiya Co. has reported that it has filed for
protection from creditors with the Kyoto district court.

A Kyoto-based food company, Nagasakiya Co. was showing
10.75 billion yen (US$ 99.6 million) in liabilities as of
the end of May. The company has been unsuccessful in
obtaining funding to redeem 500 million yen worth of bonds
that mature early next month. The confectioner also has
been unsuccessful in liquidating plants in Shiga and other
prefectures.  Nagasakiya says it will continue operating
its own stores and shops in department stores.

Sales for the company declined from a peak of 16.4 billion
yen in the year ended Sept. 30, 1991 to a net 184 million
yen loss for the year ended September 1999. The company has
suffered five consecutive losing years. Consequently, its
liabilities exceed its assets by some 2.6 billion yen as of
last September.

Members of the board of directors and company president
Yasuyuki Yoshioka resigned their posts on Sunday. Yoshioka
reported that the company will continue negotiating with
companies,including foreign ones, for funds and other

NISSAN MOTOR: In talks to sell 20 affiliates
Nissan Motor reports that it is in talks to sell as many as
20 of its main industrial affiliates only one day after
selling its controlling interest in Japan's largest car
seat manufacturer.

Japan's third-largest automaker and an affiliate of
France's Renault, Nissan intends to trim its holdings in
more than 300 companies down to only four by the end of
March 2003, according to Nissan's manager of investor
relations Gerry Spahn. Only Sunday, Johnson Controls, the
world's second-largest maker of vehicle seats and
interiors, announced it would buy all of Ikeda Bussan --
including Nissan's 38 percent share.

Nissan's sales are attracting interest by foreign buyers.
The sale of its Ikeda Bussan stake prompted investors to
buy shares in other Nissan parts suppliers, including
Calsonic Kansei and Tennex, speculating they might be next
to be auctioned off.  Nissan holds about a third of
Calsonic and has been discussing a possible sale with
several companies, including Delphi Automotive Systems, the
world's largest auto-parts maker.

Spahn confirmed that sale of Nissan's stakes in suppliers
was part of the company's revival plan to cut the cost of
components by an average of 20 percent. It's also
calculated to cut costs by increasing competition among
suppliers and prodding them to become more international.
The shift comes as Nissan is reducing the number of basic
platforms it uses to build cars, increasing the size of any
parts order.

Overall, Nissan's cost-cutting plan is calculated to return
the vehicle manufacturer to a profitable status. In May,
Nissan reporting posting a 684 billion yen loss.

NUTRAMAX: Announces Completion of Financial Transactions
NutraMax Products, Inc. (BB: NMPC) announced the consummation of
certain key financial transactions that are part of its proposed
chapter 11 reorganization.  The Company and its subsidiaries
filed for reorganization under Chapter 11 of the Bankruptcy Code
on May 2, 2000 in Wilmington, Delaware.  When the Company and its
subsidiaries filed for reorganization, their proposed
restructuring contemplated certain financial transactions that
were subsequently approved by the Bankruptcy Court on June 9,
2000.  On June 30, 2000, the Company and its subsidiaries
consummated certain of these financial transactions, including a
$30 million debtor in possession credit facility with The CIT
Group/Business Credit, Inc., and an $18 million junior debtor in
possession credit facility with certain of the Company's
principal shareholders.

The Company also announced that on Thursday, July 6, 2000, the
Bankruptcy Court approved the adequacy of the disclosure
statement for its proposed first amended joint chapter 11 plan of
reorganization.  The Official Committee of Unsecured Creditors in
the chapter 11 cases of the Company and its subsidiaries has
indicated its support for the proposed plan.

Richard G. Glass, Chief Executive Officer of NutraMax, said, "We
are very pleased that we have reached these key milestones in our
reorganization process.  Since our filing date on May 2, our
employees have worked very hard to implement our restructuring
strategy and to continue to meet the needs of our customers.  
This commitment has resulted in our ability to meet or exceed the
projections we had developed for the first 60 days of the
reorganization period."

Mr. Glass added, "The support that we have received from our
customers and suppliers has been very gratifying.  It
demonstrates that NutraMax has the underlying fundamentals
required to successfully reorganize and to regain its position as
a leader in the consumer products industry.  With the success we
have had to date in meeting the key requirements of our
restructuring strategy, we are confident that we will emerge from
chapter 11 this fall as a stronger and healthier Company."

NutraMax is a leading consumer health care products company.
In addition, the Company offers a broad range of pharmaceutical
manufacturing capabilities to a select group of contract
customers.  NutraMax products are sold by supermarkets, drug
chains, and mass merchandisers under both store brand and control
brands, including Powers, Sweet 'n Fresh(R), Pure & Gentle, Fresh
'n Easy, Pro Dental, American White Cross, and NutraMax.

PREMIER GRAPHICS: Case Summary and 20 Largest Unsecured Creditors
Debtor: Premier Graphics, Inc.
        A Delaware Corp.
        70 Timber Creek Drive, #5
        Cordova, TN 38018

Chapter 11 Petition Date: July 7, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-02928

Judge: Peter J. Walsh

Debtor's Counsel: Mark S. Chehi
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel:(302) 651-3000

                  John Wm. Butler, Jr.
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  333 West Wacker Drive, Suite 2100
                  Chicago, IL 60606
                  Tel:(312) 407-0700

Total Assets: $ 100 million above
Total Debts:  $ 100 million above

20 Largest Unsecured Creditors

Lehman Brothers
3 World Financial
Center, 9th Fl
New York, NY 10285
Tel:(212) 526-6840
Fax:(212) 526-1501
Ethan Garber                 Noteholder          $ 45,000,000

Dobbs Management Svcs
1000 Ridgeway Loop Rd
Suite 203
Memphis, TN 38120
Tel:(901) 684-1082
Fax:(901) 684-1830
Bill Lawson                  Noteholder          $ 20,000,000

Sun America
175 Water St., 25th Fl
New York, NY 10038
Tel:(212) 458-2172
Fax:(212) 458-2241
Kaye Handley                 Noteholder          $ 11,000,000

Morgan Stanley Dean Witter
2 World Trade Center, 72nd Fl
New York, NY 10048
Tel:(212) 392-2126
Fax:(212) 392-0094
Francisco Ghiglino           Noteholder          $ 10,000,000

Delaware Asset Mgmt
2005 Market St., 39th Fl
Philadelphia, PA 19103
Tel:(215) 255-8554
Fax:(215) 255-1158
Greg Blackburn               Noteholder          $ 10,000,000

2 World Trade Center, 34th Fl
New York, NY 10048
Tel:(212) 323-0856
Fax:(212) 912-6603
Ms. Theresa Kong             Noteholder          $ 10,000,000

Mitchell Hutchins
51 West 52nd St., 23rd Fl
New York, NY 10019
Tel:(212) 882-5304
Fax:(212) 882-5192
David Schwartzman            Noteholder          $ 10,000,000

Donaldson, Lufkin & Jenrette
277 Park Avenue, 9th Fl
New York, NY 10172
Tel:(212) 892-4908
Tel:(212) 892-4057
Evan Rutner                  Noteholder           $ 6,000,000

Bear Stearns
575 Lexington Ave., 10th Fl
New York, NY 10022
Tel:(212) 272-8183
Fax:(212) 350-1702
John Eckes                   Noteholder           $ 5,000,000

SanKaty Advisors
2 Copley Place, 7th Fl
Boston, MA 02116
Tel:(617) 572-2926
Fax:(617) 572-2134
Frank Fama                   Noteholder           $ 3,000,000

6600 Governors Lake Pkwy
Norcross, GA 30071
Tel:(770) 734-2167
Fax:(404) 654-1008
Chris Gilmartin              Trade Claim          $ 1,397,687

Westvaco Corp.
299 Park Avenue
New York, NY 10171
Tel:(212) 318-5285
Fax:(212) 318-5070
Bill Beaver                  Trade Claim          $ 1,073,644

Pitman Company
721 Union Blvd.
Totowa, NY 07512
Tel:(973) 812-4000
Fax:(973) 812-1630
John Dreyer                  Trade Claim            $ 733,266

Athens Paper Co.
1898 Elm Tree Drive
Nashville, TN 37210
Tel:(615) 889-7900
Fax:(615) 872-1710
Harold Sparks                Trade Claim            $ 638,524

WWF Paper Mid Atlantic
2 Bala Plaza
Bala Cynwyd, PA 19004
Tel:(800) 345-1305 x219
Fax:(610) 617-8921
Doug Powell                  Trade Claim            $ 551,652

3900 Spring Garden St.
Greensboro, NC 27407
Tel:(336) 834-3418
Fax:(336) 852-8925
Greg Sheehan                 Trade Claim            $ 531,885

Mac Papers Inc.
200 Princeton Parkway West
Birmingham, AL 35204
Tel:(404) 691-2255
Fax:(404) 699-4731
Charlie Tarlton              Trade Claim            $ 290,729

Fliant Ink Corporation       Trade Claim            $ 249,633

Mail-Well Services           Trade Claim            $ 184,893

Case Paper Co., Inc.         Trade Claim            $ 184,003

SAFETY-KLEEN: Applies To Employ Arnold As Environmental Counsel
The Debtors formally retained Arnold & Porter pursuant to an
Engagement Letter dated as of April 5, 2000, for:

     (a) advice regarding the obligations of SKC under federal
and state environmental laws and regulations, including the
financial assurance requirements of applicable hazardous waste

     (b) advice concerning permit compliance; and

     (c) analysis of exposure to liability for contamination of
soil or groundwater at specific sites.

By this Application, the Debtors ask Judge Walsh for permission
to continue Arnold & Porter's retention as their Special
Environmental Counsel during these chapter 11 proceeding.  Arnold
& Porter's continued retention will be invaluable, Safety-Kleen
says, as the Debtors seek to reorganize their operations and
financial affairs.  

The A&P members and counsel presently expected to work on this
matter, and their hourly rates, are:

                Michael Cerrard                $485
                Thomas H. Milch                $465
                Jeffrey S. Bromme              $380
                Elliot Zenick                  $210

Arnold & Porter received a $155,000 retainer prior to the
Petition Date. (Safety-Kleen Bankruptcy News - Issue 4;
Bankruptcy Creditors' Service Inc.)

SHONEY'S INC: NYSE Suspends Trading, Seeks to Delist
Trading of stock and liquidated yield option notes of Shoney's
Inc. will be suspended by the New York Stock Exchange because the
company no longer meets the Big Board's minimum requirements.
Moreover, the exchange will seek the U.S. Securities and Exchange
Commission's permission to delist Nashvilled-based Shoney's.

SOGO CO.: Files For Bankruptcy
Department store chain Sogo Co. Ltd. became Japan's second-
largest corporation to file for bankruptcy, according to a
Reuters report. The Tokyo-based company filed for protection
today, announcing debts of 1.87 trillion yen (US$17.5 billion).
The government's announcement last month of a plan to rescue Sogo
had whipped up strong public resentment and opened up rifts
within Prime Minister Yoshiro Mori's ruling coalition. But
Liberal Democratic Party's Shizuka Kamei said the ruling
coalition had put no pressure on Sogo to seek court protection,
adding it had made the decision alone. IBJ, Sogo's main creditor,
has already pledged to support the court-guided rehabilitation of
the company. (ABI 12-Jul-00)

SOGO CO.: To ask former chairman to help cover debt
Sogo Co said it will ask former chairman Hiroo Mizushimato
to donate his personal assets to help cover the company's
huge debt.

"We will work for an early settlement of the matter related
to our request for former chairman Mizushimato's donation
of his personal assets," Sogo said in a statement.

Mizushima, who was Sogo's president in 1962 and chairman in
1994, led an expansion strategy which caused the company to
incur 1.7 trln yen in debt, the company said.  He resigned
as Sogo's chairman on April 26. Sogo will also set up a
committee of outside experts to assess management's
responsibility over its current situation, it added.

"We will set up an independent committee (on this)
investigation comprising several outside experts such as
lawyers and certified accountants, " Sogo said. "The
purpose of the committee is to clarify responsibility of
our company 's executives in terms of their violations of
internal rules and to investigate whether they violated
civil and criminal laws."  (AFX News Limited  10-July-2000)

TOYSMART: Disney Offers To Buy Customer List
Walt Disney Co., the majority owners of bankrupt online toy
retailer, said yesterday it has offered to purchase
the company's customer list to ensure consumers' privacy,
according to the Associated Press. The offer came a day after the
Federal Trade Commission (FTC) sued in U.S. District
Court in Boston, claiming the company broke its promise to
customers that it would never share private information about
them. Toysmart ceased operations in May and began soliciting bids
for its assets, including customer lists and profiles. Disney
said that despite the fact it is not involved in the lawsuit, it
is working with the FTC to ensure the list stays confidential.
"If the bankruptcy court...allows us to purchase the list, we
will do so, and retire the list," Disney said. "If we are not
allowed to purchase the list, we will urge the court, as the
Federal Trade Commission has, to permit a sale only to a
purchaser of all the assets of Toysmart who will maintain the
confidentiality of the information contained in the list."
Toysmart's decision to solicit bids for its customer lists and
profiles drew protests from Internet privacy advocates, who
claimed that if's lists were allowed to sell their
lists, it would open the door for other failing dot-com companies
to sell their customer lists for cash. The FTC said it was
unclear whether any of those lists had been sold. (ABI 12-Jul-00)

TRI-VALLEY GROWERS: Officials Explain Bankruptcy Reorganization
According to an article in The Record on July 12, 2000, hundreds
of farmers and farm managers gathered in Stockton's Scottish Rite
Temple on Tuesday to hear Tri Valley Growers officials explain
what the struggling cooperative's bankruptcy reorganization would
mean to them.

Tri Valley proposes to accept 85 percent of the peaches and
grapes it would normally have canned, 70 percent of the pears and
only 33 percent of the tomatoes.

The cooperative has secured a $ 270 million financing package
from a consortium of banks, led by Bank of America Business
Credit, to allow it to continue to operate.

In addition, the cooperative has hired Goldsmith Agio Helms, a
private investment-banking firm based in Minneapolis, to help it
try to find new investors or to sell off part or all of its
assets as part of the restructuring.

Tri Valley is among the largest grower-owned cooperatives in the
nation, in recent years accounting for up to half of the nation's
canned peaches and 10 percent of canned tomato products.

It operates seven canneries, producing products under the S&W
Fine Foods, Libby and Sacramento Tomato labels among others, and
would normally employ 10,500 people at the peak of the harvest
and canning season, but this is not a normal year.

Officials announced Monday that they would idle two tomato
canneries this season. It was reported that the Los Banos plant
would likely be one of those idled plants.

Tri Valley also operates a tomato cannery in Thornton in northern
San Joaquin County and one in New Jersey.

It also has a peach cannery in Gridley and four plants in
Modesto, including the world's largest cannery, called Plant 7.

In recent years, its annual sales have averaged around $ 800

URANIUM RESOURCES: Groups Oppose Further Mining
More than 30 protesters came to North Dallas demanding that
Uranium Resources, Inc. stop mining operations in New Mexico
Navajo communities and parts of South Texas. They believe that
the mining operations will cause more contamination to the
environment, particularly in the drinking water, and endanger the
health of residents near the mines. "We don't need any more
devastation," said Kathleen Tsosie, a resident of Crownpoint,
N.M., who said that she knows many people who believe uranium
mining caused their cancer and other diseases.

Dallas-based Uranium Resources, Inc. announced in May that it was
running out of money and may file for bankruptcy.

VENCOR: Ventas Files $4 Billion Proof of Claim
Ventas Inc. has filed a $ 4 billion proof of claim in the Chapter
11 bankruptcy case of Vencor Inc. The filing, required to
preserve the rights of creditors in bankruptcy cases, is
primarily accounted for by rent Vencor is committed to pay Ventas
over the life of multiyear lease agreements for most of the
hospitals and nursing homes that Vencor operates. Ventas Chief
Executive Officer Debra Cafaro said filing the proof ''is a step
toward Vencor's emergence from bankruptcy as a creditworthy
company.'' The Ventas claim is the largest in the Vencor

VISKASE COMPANIES: Moody's Downgrades $219m Sr Unsecured Notes
Moody's Investors Service downgraded Viskase Companies, Inc.'s
$219 million 10.25% senior unsecured notes, due 2001, to Ca from
Caa1. The senior implied rating was lowered to Caa3 from B3. The
senior unsecured issuer rating is Ca, and the outlook is

The downgrades reflect the continued weak financial condition of
the company even after the recently announced sale of its most
profitable segment (specialty films) for which $245 million cash
proceeds will be used for debt reduction. The rating incorporates
Moody's expectation that Viskase's value as a stand-alone
business is likely to be insufficient to cover the remaining debt
of approximately $300 million consisting of $219 million of
senior unsecured notes plus approximately $80 million of sale-
lease backs. In our opinion, financial leverage will remain very
high (in excess of approximately 18x debt to EBITA and about 6x
debt to EBITDA). Reportedly at the close of the transaction, the
company should have approximately $60 million in cash.

The downgrade of the rating of the senior unsecured notes to Ca
from Caa1 reflects the absence of full coverage of interest
expense, the increased probability of default and the increased
severity of loss in the event of default. Furthermore, the lack
of timely and detailed financial disclosure supports the rating.

On July 7, 2000, Viskase announced a definitive agreement to sell
its plastic barrier and non-barrier shrink film business to Bemis
Company (rated A2/ Prime-1), a major supplier of flexible
packaging and pressure sensitive materials used by leading food,
consumer products and manufacturing companies worldwide. Viskase
intends to use the $245 million cash proceeds to repay debt and
for general corporate purposes. Pro-forma for the proposed
transaction, Viskase will likely have approximately $300 million
of total debt outstanding.

Based in Chicago, Viskase Companies, Inc. primarily manufactures
cellulosic casings used in the preparation and packaging of
processed meats.


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