TCR_Public/000714.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Friday, July 14, 2000, Vol. 4, No. 137

                   Headlines

AGRIBIOTECH: Farmers Still Far From Collecting
AGRIBIOTECH: Simplot Purchases Most of Seed Assets For $24.5MM
CHESAPEAKE/GOTHIC ENERGY: Ratings Under Review; Possible Upgrade
CONNEAUT LAKE: Trustees Don't Plan To Sell
COSTILLA ENERGY: Announces Filing of Amended Plan

EAGLE GEOPHYSICAL: Announces Emergence From Bankruptcy
EURO UNITED: Creditors Meeting Set For July 13, 2000
FLOORING AMERICA: Carpet Exchange Founders Buy 12 Stores
FRUIT OF THE LOOM: Committee Objects to Sr Noteholder Payments
GENESIS/MULTICARE: Multicare's Seeks Approval of $50MM DIP

GNI GROUP: Receives $7.5 MM Offer To Finance Purchase of Notes
IGF INSURANCE: S&P Assigns Ratings
INDUSTRIAL HOLDINGS: Resumes Trading Under 'IHII' as of July 13
INTEGRATED HEALTH: To Employ Special Counsel; Blass & Driggs
LAIDLAW: Records Half-Billion Dollar Loss in Third Quarter

LAIDLAW: Taps Zolfo Cooper
LOEWEN: Motion To Examine Bankers' Trust Pursuant to Rule 2004
MKR HOLDINGS: Delay in Filing Annual Financial Report
PAFCO GENERAL: S&P Assigns Ratings
PATHMARK STORES: Receives Bondholder Approval; Files Prepack Plan

PATHMARK STORES: Case Summary and 20 Largest Unsecured Creditors
PIXELON CORP: More Troubles Arise
PRODUCTION RESOURCE: Ratings Lowered (Sr Subordinated To Ca)
PROVIDENT AMERICAN: S&P Lowers Ratings
RELIANT BUILDING PRODUCTS: Files Voluntary Chapter 11

SAFETY-KLEEN: Applies To Employ Arnold as Environmental Counsel
SAFETY-KLEEN: Creditors Object to Financing Request
SCAFFOLD CONSTRUCTION: Files Second Amended and Restated Plan
SERVICE MERCHANDISE: Authority to Sublease Portion of Stores
SUPERIOR INSURANCE: S&P Assigns Ratings

TITAN ENERGY: Energy America - Surprise Winning Bidder
TOYSMART: Senators Bring Legislation To Bar Sale of Customer List

BOND PRICING FOR WEEK OF JULY 10, 2000


                   *********

AGRIBIOTECH: Farmers Still Far From Collecting
----------------------------------------------
Bankruptcy court officials working to liquidate AgriBioTech Inc.
are closer to repaying farmers and other creditors, but farmers
owed money by the company are still far from collecting.

This week, most of ABT's turf grass and forage seed assets were
sold, attorneys said Tuesday.

The ABT bankruptcy affected hundreds of farmers nationwide who
grew alfalfa seed for the company. The Wyoming farmers in the Big
Horn Basin are owed $4.5 million for the 1999 crop. ABT growers
in Washington, Oregon, Idaho and Montana also are waiting for
their money. Money from the ABT sale will go to repay creditors,
but plans to repay the farmers are still uncertain, attorneys
say.

Kevin Lewis, president of the Wyoming Alfalfa Seed Growers
Association, said he thinks it will be awhile before farmers see
any money from the bankruptcy. However, Lewis said growers at
least now know which company owns their contracts for this year's
crop.

"There may be a few that won't get picked up, and then it will be
up to the grower to market the seed themselves," he said.

Based in Henderson, Idaho, ABT filed for Chapter 11 bankruptcy in
January, citing financial problems from trying to acquire too
many seed operations too quickly.

This week's sale brought in about $60 million, well short of the
$100 million creditors had hoped for. But there is still an
estimated $5 million to $6 million in other assets set for
auction.

ABT's main lending institution, Bank of America, is owed around
$45 million.

A group consisting of former ABT president Kenneth Budd, the J.R.
Simplot Co., and Dick Olson of the Jefferson-based Proseed
Marketing will pay $24.5 million for the lion's share of ABT's
grass seed business, attorneys said. The group has been
tightlipped about plans for the business.

Research Seeds Inc., an entity spun off from a Land O Lakes
cooperative in Napa Calif., bought the largest part of ABT's
forage business for $15.5 million. The sale, along with the
disposition of the other forage related assets retained by ABT,
should generate $30 million.


AGRIBIOTECH: Simplot Purchases Most of Seed Assets For $24.5MM
---------------------------------------------------------------
A consortium of three companies, which includes Simplot Turf and
Horticulture, a division of the J.R. Simplot Co., purchased most
of the grass seed assets of AgriBioTech for $24.5 million.

The companies will not operate together, instead splitting the
various assets among them.

Simplot bid on the assets because they fit in well with the
company's existing turf operations in North Idaho, company
spokesman Fred Zerza said.

As part of the winning bid, Simplot will get seed distribution
centers in Phoenix, Las Vegas and Florence, Ky. and rights to
some of the proprietary seed sold to golf courses, Zerza said.

Most of the assets of defunct Henderson-based AgriBioTech Inc.
sold at auction earlier this week, giving Idaho alfalfa seed
growers hope they will receive at least partial payment for last
year's crop by the end of the year.

AgriBioTech filed for Chapter 11 bankruptcy in January, citing
financial problems from trying to acquire too many seed
operations too quickly.

The auction, which included three seed warehouses in Treasure
Valley, also means growers are assured they will have a market
for this year's seed, which is already growing and will be
harvested later this year.

Idaho alfalfa seed growers have claims against AgriBioTech for up
to $9 million for seed they produced last year and have not been
paid for.

Combined with claims from grass seed growers in northern Idaho,
the amount owed to Idaho farmers could be as high as $34 million.

The sale brought in about $60 million, well short of the $100
million creditors had hoped for. But there is still as much as $6
million in other assets set for auction.

Also, AgriBioTech's main lending institution, Bank of America, is
owed around $45 million and growers in other states have claims
against the company. Still, growers are happy that the seed
warehouses will keep operating and their contracts will continue.

"A lot of them are relieved," said Marsing farmer Jim Briggs, the
chairman of the Idaho AgriBioTech Growers Committee. "Now that
they're putting the bees on (to pollinate the crop), they know
it's got a home to go to and know the price."

AgriBioTech's Allied facility in Nampa, some proprietary seed
varieties and some assets outside Idaho were purchased by
Research Seeds for $15.5 million. Research Seeds already operates
in Nampa under the name Forage Genetics. Dairyland Seed purchased
the AgriBioTech seed warehouse in Homedale for $1.6 million.
Northwest Seeds bought the AgriBioTech-owned Clark Seeds facility
in Nampa for $2.7 million.


CHESAPEAKE/GOTHIC ENERGY: Ratings Under Review; Possible Upgrade
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Chesapeake
Energy Corporation ("Chesapeake") and placed the ratings of
Gothic Energy Corporation ("Gothic") under review for possible
upgrade due to its pending acquisition by Chesapeake. Moody's
review of Gothic's ratings for possible upgrade will reflect
Gothic's debt levels post acquisition (to the extent not
refinanced) and, importantly, Chesapeake's clear economic and
strategic interest in supporting Gothic's debt service post
acquisition. Chesapeake's ratings outlook is positive, but
dependent on significant deleveraging and its ability to grow
production.

The Chesapeake confirmation recognizes the strategic fit of the
Gothic assets with Chesapeake's property base, but also takes
into account the cost and initial leverage on reserves associated
with the Gothic transaction. Chesapeake would continue to have a
high debt burden on reserves ($1.12/mcfe on proved developed
reserves, pro forma at 3/31/00) and a high interest burden on
production ($.70/mcfe for pro forma 1Q00) until it is able to
materially reduce debt (Chesapeake intends ultimately to
refinance Gothic's debt with a combination of debt and equity).
In addition, Chesapeake may increase its own senior secured debt
levels in conjunction with the Gothic acquisition, which would
subordinate the unsecured notes to a greater degree than
currently. On the other hand, to the extent incremental secured
Chesapeake debt funds the take-out of Gothic's secured debt (non-
recourse to Chesapeake pending refinancing), structural
subordination to debt at Gothic would be decreased.

The ratings also take into account the major changes in
Chesapeake's reserve base over the past few years (including the
impact of acquisitions from small independents, reserve
revisions, and sharp swings in year-end commodity prices and in
oil services costs). Chesapeake's acquisitions have diversified
and lengthened the life of its reserve base, but the combination
of acquisitions with other changes in reported reserves have
complicated the establishment of a clear track record of
sustainable reserve replacement costs. In addition, the company
books a significant portion of reserves based on internal
engineering, and has experienced material write-downs of
internally engineered reserves (most recently in 1999, in
Canada). The ratings further reflect Chesapeake's continuing
challenge of offsetting the steep decline curve of its remaining
short-lived Gulf Coast/Austin Chalk production (at approximately
25% of production, pro forma for the Gothic acquisition), which
adds to the challenge of growing overall production. Chesapeake's
pro forma full cycle leveraged unit economics suggest that in a
supportive commodity price environment Chesapeake could
internally fund reserve replacement if production levels were
sustained and reserve replacement costs of $1.15-$1.20/mcfe were
achieved.

The ratings also recognize that, although debt remains high,
Chesapeake has improved its capital structure through the
conversion of $152 million of preferred stock and $17 million of
associated accrued preferred dividends to common equity through
6/30/00 (66% of the preferred issue).

The Gothic assets would add 50 mmboe (or 25%) to Chesapeake's
proved reserves. Importantly, they would beneficially intensify
Chesapeake's position in long-lived Mid-Continent reserves and
may offer potential for meaningful cost savings due to their
overlap with Chesapeake's assets. The Gothic reserves have a
relatively small proved undeveloped component and relatively low
operating costs (due to Amoco-licensed field monitoring
technology).

The Gothic acquisition would cost approximately $360 million
based on the current capital structure of Gothic, of which $83
million would be funded with Chesapeake equity (23% of total
cost) and $277 million with cash and assumed debt (77% of total
cost). The total cost would represent $1.20/mcfe on Gothic's
12/31/99 proved reserves, and the debt equivalent portion of the
acquisition cost (assumed debt plus cash cost) would be high,
representing $.92/mcfe on Gothic's 12/31/99 proved reserves.
Therefore, on a pro forma basis, absent additional equity,
Chesapeake's leverage on reserves would remain high ($1.12/mcfe
on proved developed reserves; $.95/mcfe on proved reserves,
including Chesapeake's $240 million and Gothic's $25 million of
capex requirements on proved undeveloped reserves as a debt-like
liability).

Chesapeake's pro forma leveraged unit E&P cash margin would
decrease slightly as a result of the acquisition, to
approximately $1.20/mcfe from $1.27/mcfe on a stand alone basis
in 1Q00, not including potential cost savings, estimated at $10
million annually, or approximately $.05/mcfe on pro forma 1Q00
combined production. On an unleveraged basis, Chesapeake's unit
E&P cash margin would improve slightly as a result of Gothic's
lower production costs, but the unit interest burden would
increase (assuming Gothic's discount notes are cancelled and
Gothic Production's debt remains at 3/31/00 levels). Overall, pro
forma leveraged margins at average 1Q00 revenues of $2.55/mcfe
suggest that given supportive commodity prices and the ability to
sustain production levels, Chesapeake could internally fund
reserve replacement if it can replace reserves at a cost of $1.15
to $1.20/mcfe.

Ratings confirmed for Chesapeake include: Chesapeake's senior
unsecured guaranteed note ratings on four issues totaling $920
million, rated B2; its $78 million of cumulative convertible
preferred stock, rated "ca"; its senior implied rating of B2; and
its senior unsecured issuer rating of B3. Chesapeake has a $100
million secured bank credit facility that is unrated.

Ratings of Gothic placed under review for possible upgrade
include: Gothic's 14.125% senior discount notes, due 2006 ($81
million accreted value as of 6/30/00), rated Caa3; wholly-owned
Gothic Production Corporation's ("Gothic Production") $235
million 11.125% senior second secured notes, due 2005, rated B3;
Gothic Production's senior implied rating of Caa1; and Gothic
Production's senior unsecured issuer rating of Caa2. If
Chesapeake completes the acquisition of Gothic as announced,
Gothic's 14.125% senior discount notes (96% of which have been
purchased to date by Chesapeake) will be cancelled, and Moody's
will withdraw its ratings on those notes. Until Gothic
Production's bank facility is paid down and its 11.125% senior
second secured notes are taken out, they will remain non-recourse
to Chesapeake, and Gothic cash flows would be subject to
restrictions on distribution to Chesapeake. Given the strategic
value of Gothic's assets to Chesapeake, Moody's would expect
Chesapeake to have an incentive to support their debt service.

Chesapeake Energy Corporation is an independent exploration and
production company headquartered in Oklahoma City, Oklahoma. It
has reserves in the Mid-Continent, Gulf Coast/Austin Chalk,
Western Canada, and the Williston and Permian Basins. Gothic
Energy Company is headquartered in Tulsa, Oklahoma, and owns oil
and gas reserves in the Mid-Continent and Permian/Delaware
Basins.


CONNEAUT LAKE: Trustees Don't Plan To Sell
------------------------------------------
The AP reports on July 8, 2000 that Meadville attorney William T.
Jorden, Conneaut Lake Park's court-appointed custodian, announced
that trustees running the historic amusement park in northwestern
Pennsylvania don't have any plans to sell it. He acknowledged
rumors that the debt-laden park may be sold, but that "is not the
way we're going now," he said. A judge would have to examine the
board's ownership agreement and determine if the public trust
could be ended if a sale were an option, he added.


COSTILLA ENERGY: Announces Filing of Amended Plan
-------------------------------------------------
Costilla Energy, Inc. reported on July 12, 2000 that it has filed
an amended plan of reorganization with the U.S. Bankruptcy Court
for the Western District of Texas, Midland Division.  The amended
plan provides for the creation of a trust for the distribution of
proceeds from the sale of Costilla's oil and gas properties to
Louis Dreyfus Natural Gas Corp. (NYSE: LD), and the liquidation
of the remaining assets of the company.  Under the proposed plan,
Costilla's existing common and preferred stock will be cancelled
and will receive no distributions.  The company also filed a
proposed disclosure statement, which contains certain information
about the company's plan, including the distribution of estimated
proceeds per the plan.  After the Bankruptcy Court has approved
the adequacy of the information within the disclosure statement,
the plan and disclosure statement will be disseminated for
consideration.  The plan is subject to confirmation by the
Bankruptcy Court.


EAGLE GEOPHYSICAL: Announces Emergence From Bankruptcy
------------------------------------------------------
Eagle Geophysical, Inc. and its subsidiaries announced that they
have emerged from bankruptcy, under which they have been
operating since September 29, 1999. The Amended Joint Plan of
Reorganization filed by Eagle and its subsidiaries was approved
by the Bankruptcy Court on June 28, 2000, with an effective date
of July 10, 2000.

As previously announced, the Plan provides that all of the
previously outstanding shares of common stock of the company have
been cancelled with those shareholders of the company receiving
no interest in the reorganized company. As previously announced,
the company's shares were formally de- listed from trading on
Nasdaq shortly after the company filed for bankruptcy court
protection.

The company's bondholders and various pre-petition general
unsecured creditors will receive certain cash distributions and
other interests, as well as substantially all of the shares of
new common stock issued by the reorganized company in connection
with implementation of the Amended Joint Plan of Reorganization.  
The first distribution is anticipated to occur later this month.  
The newly issued shares will not be traded on an established
securities market at any time in the near future.

As part of the implementation of the Plan of Reorganization, a
new board of directors has been appointed consisting of Douglas
B. Thompson, Chairman; Samuel T. Sloan; Robert Nash; and Gene
Davis.  Additionally, Mr. Thompson will serve as Chief Executive
Officer of Eagle Geophysical, Inc., Mr. Sloan will serve as
President - US Operations and Robert Wood will serve as President
- Canadian Operations.  Eagle Geophysical emerges with
stockholders' equity valued at approximately $12 million, secured
debt of approximately $3 million and access to a new revolving
credit facility.

The reorganized company will continue to operate its land seismic
acquisition crews primarily in the Texas and Louisiana Gulf Coast
area of the United States, as well as Western Canada.


EURO UNITED: Creditors Meeting Set For July 13, 2000
----------------------------------------------------
According to an article in Plastics News on July 10, 2000
Euro United Corp. is in bankruptcy and will have its first
creditors' meeting July 13.

Several blow molding, injection molding and auxiliary equipment
suppliers have pulled their machines from Euro United's plants,
according to Peter Tordy, president of Blowmoulding Parts &
Systems Inc. of Concord, Ontario. The rest of the equipment will
be auctioned off by Michael Fox Auctioneers of Baltimore and
Perry Videx LLC of Hainesport, N.J.

KPMG Corporate Finance Inc. of Toronto had been looking for a
buyer of the proprietary consumer goods injection molder or a
company that would help restructure the Oakville, Ontario, firm.

Euro United first filed for protection Dec. 8 under Canada's
Bankruptcy and Insolvency Act under a section equivalent to
Chapter 11 of the U.S. Bankruptcy Code.

The company was forced into liquidation on June 12. The company's
former majority owner and president, Sam Rehani, said GE Capital,
Euro United's major lender, petitioned the company into final
bankruptcy. Euro United had a total debt load of US$85 million
when it sought protection late last year.

KPMG Inc. of Toronto is now acting as trustee in bankruptcy for
Euro United.

KPMG Senior Vice President Harold Fisher said 40 injection
molding machines will be auctioned off. Euro United's 15 blow
molding machines have been seized by manufacturer Davis-Standard
Corp.


FLOORING AMERICA: Carpet Exchange Founders Buy 12 Stores
--------------------------------------------------------
The Denver Post reports on July 12, 2000 that the founders of
Denver-based Carpet Exchange have purchased back from Flooring
America Inc. of Florida the original 12 Carpet Exchange stores in
Colorado and Wyoming as well as two Colorado Carpet & Rugs
stores.

Bruce Odette, Gary Schwartz and Michael Goldfarb, who operate as
GSO Investments LLC, paid an undisclosed amount of cash for the
14 stores.


FRUIT OF THE LOOM: Committee Objects to Sr Noteholder Payments
--------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
proposed adequate protection payments to the holders of Fruit of
the Loom Senior Notes prior to the expiration of its Review
Period.  The Committee asks the Court to direct that the
Indenture Trustees withhold any adequate protection payments
until the latter of the expiration of the Committee's Review
Period or the conclusion of any action the Committee may bring
against the Noteholders.

The Committee reminds the Court that it has 240 days to review
the validity, protection, enforceability and avoidability of
liens, security interests and secured claims relative to
$1,200,000,000 of secured debt.  If the Senior Noteholders are
later equitably subordinated or reclassified as unsecured claims,
the Committee argues, Fruit of the Loom must reclaim millions of
dollars in adequate protection payments from thousands of
Noteholders as opposed to three Indenture Trustees.

The Unofficial Committee of Secured Noteholders objects to the
Committee's Motion, arguing that the doctrine of estoppel applies
and prohibits the Official Committee from changing their position
at this juncture.  The Noteholders direct Judge Walsh's attention
to Fields v. General Motors Corp., 121 F.3d 271, 275 (7th Cir.
1997).

Clearly, the Noteholders recognize, the adequate protection
payments are in dispute.  But the Noteholders, the Debtors and
the Official Committee actively participated in and supported
entry of a Final Adequate Protection Order that (i) outlined the
disputed payments and (ii) allowed the payments to be made.  That
Final Order, the Noteholders relate, was the product of long and
difficult negotiation between all of the parties.  

The Noteholders tell Judge Walsh that two adequate protection
payments have already been delivered to Indenture Trustees, the
Committee knew about the payments and said nothing.  Moreover,
the Secured Noteholders say, this is really a non-issue since
adequate protection payments made now can be used as credits or
advance distributions later under any plan of reorganization.

Considering the parties' arguments, Judge Walsh ruled that the
Final Order will stand as originally crafted by the Noteholders,
Debtors and Committee.  To accommodate various technical
concerns, Judge Walsh directs the Indenture Trustees to provide
the Court and core parties-in-interest with written notice
of the record date for adequate protection payments for the
benefit of the Secured Noteholders and publish that notice in The
Wall Street Journal.  (Fruit of the Loom Bankruptcy News Issue 8;
Bankruptcy Creditors' Service Inc.)


GENESIS/MULTICARE: Multicare's Seeks Approval of $50MM DIP
----------------------------------------------------------
At the Petition Date, MultiCare owed $443,000,000 to the
syndicate of Prepetition Lenders led by Mellon Bank, N.A.
pursuant to a Senior Credit Facility dated October 9, 1997.  


Other secured debts owed by MultiCare include:

     $48,000,000 under 88 Mortgage Notes; and
       7,500,000 under various Industrial Revenue Bonds.

By this Motion, the MultiCare Debtors seek the Court's authority
to pledge all otherwise unencumbered assets and grant a security
interest in all post-petition receivables to secure borrowings
under a new $50,000,000 superpriority debtor-in-possession
financing facility, pursuant to 11 U.S.C. Sec. 364.  

MultiCare tells the Court that it had $2,500,000 in cash in the
bank at the Petition Date.  The MultiCare Debtors say that they
"may lack sufficient liquidity" without the availability of this
new DIP Facility.  MultiCare provides no estimates of projected
cash needs.  In all events, MultiCare tells the Court, the DIP
Facility "will instill confidence in trade vendors."

MultiCare says that it turned to Mellon for DIP financing because
of its experience with the Debtors' businesses and the need for
quick action rather than protracted due diligence.  MultiCare
talked to other prospective DIP Lenders, but their deals were no
better than Mellon's. MultiCare is comfortable that the proposal
negotiated with Mellon is the best financing available.

The DIP Facility terminates (absent the occurrence of an event of
default) on December [22], 2001.  

Subject to a Borrowing Base (equal to 90% of Eligible Receivables
plus the value of certain real estate), the Debtors will have
access to up to $30,000,000 of Revolving Credit and the DIP
Lenders will back up to $20,000,000 of Letters of Credit under an
L/C Subfacility.  

On an interim basis, pending a final hearing on this Motion, the
Debtors ask the Court for authority to borrow up to $30,000,000
under the Facility.  Those funds will be used to bridge any gaps
in MultiCare's cash requirements to find on-going operations and
honor obligations under the various First Day Orders allowing
payments to so-called Critical Vendors and Suppliers.  

The DIP Lenders agree to a $3,500,000 Carve-Out from their
superpriority lien for payment of professional fees incurred by
the MultiCare Debtors, any professionals retained by any official
committees, and fees owed to the U.S. Trustee and the Bankruptcy
Clerk.  

The MultiCare Debtors will pay interest at a Mellon's Prime Rate
plus 2.5% or LIBOR plus 3.75% on all amounts borrowed under the
Revolving Facility.  In the event of a default under the DIP
Facility, the interest rate increases by 200 basis points.  

The MultiCare Debtors will pay the Lenders:

     * a $375,000 Advisory Fee;
     * a $1,000,000 Facility Fee;
     * a $125,000 annual Administration Fee;
     * a $75,000 annual Collateral Monitoring Fee;
     * an annual 3.00% fee on all outstanding Letters of Credit;
and
     * an annual 1.0% Unused Line Fee for every dollar not
borrowed;      
     * for all professional fees incurred by the DIP Lenders,
including:
             -- Drinker, Biddle & Reath, LLP;
             -- Morgan, Lewis & Bockius LLP;
             -- Policano & Manzo LLP; and
             -- Freed Maxwell ABL Services, Inc.
               
The MultiCare Debtors are required to employ Donaldson, Lufkin &
Jenrette as their financial advisors and are required to make DLJ
personnel available to Mellon.  Further, MultiCare must deliver a
2000-2001 Operating Plan to Mellon by September 30, 2000 and a
2001-2003 Financial Forecast to Mellon by December 31, 2000.

The MultiCare Debtors covenant with the DIP Lenders that they
will not permit EBITDA during each consecutive three-month period
ending on the date indicated to be less than a stipulated amount
as set forth in the agreement, and ranging from $9.7 million for
the period ending July 31, 2000 to $11 million for the period
ending December 31, 2001.

The MultiCare Debtors agree to limit Capital Expenditures to
$2,480,000 per quarter, subject to upward adjustment for any
amount not spent in the prior quarter.

On the operational level, MultiCare covenants that it will
maintain an overall patient census sufficient to fill 89.3% of
the beds at its Health Care Facilities.  (Genesis/Multicare
Bankruptcy News Issue 2; Bankruptcy Creditors' Service Inc.)


GNI GROUP: Receives $7.5 MM Offer To Finance Purchase of Notes
--------------------------------------------------------------
The GNI Group, Inc. announced that it has received an offer from
an investor to provide $7.5 million to finance the purchase of
all of the company's 10-7/8% Series B Senior Notes. Conditions
include that the shareholders sell their shares to the investor
for a nominal value, no material change in assets and certain
levels of other indebtedness.  This offer expires July 20, 2000.

Additionally, the forbearance agreement with its senior secured
lender expired on July 10, 2000 and the company is in default
under the credit agreement with its senior secured lenders.

The company will hold a conference call for its 10-7/8% Series B
Senior noteholders on July 12, 2000 at 10:00 CDST.  For
information on the conference call you may contact the company at
281/930-0350.

The GNI Group, Inc. headquartered in Deer Park, Texas, is engaged
in hazardous and non-hazardous waste management and in the
manufacture of specialty chemicals.


IGF INSURANCE: S&P Assigns Ratings
----------------------------------
Standard & Poor's today assigned its triple-'Cpi' financial
strength rating to IGF Insurance Co.

The rating action reflects the company's weak liquidity, volatile
earnings and a 40.5% adverse one-year loss reserve development.
This stock company mainly writes allied lines insurance, with an
additional specialization in crop hail and nonstandard auto, and
its products are distributed primarily through independent
general agents. Its major states of operation -- Texas, Indiana,
Iowa, Illinois, and Oregon -- account for more than 55% of its
business. The company, which began business in 1973, is licensed
in 31 states and based in Des Moines, Iowa (domiciled in
Indiana).

Major Rating Factors:
    --  The company has a weak current liquidity ratio of 2.6%
and volatile earnings, with returns on revenues ranging from
negative 35.8% to positive 102.6% since 1994. The
time-weighted average return on revenue for 1996 to 1999 was
15.5%.

    --  The company's one-year loss reserve development is 40.5%.

    --  The ratio of agent balances to policyholder surplus has
also been very volatile. Results for 1999 reflect an improvement
from the four-year high of 266.3% in 1998.

    --  Capitalization remained extremely strong in 1999, as
indicated by a Standard & Poor's capital adequacy ratio of
281.8%. Further, leverage, as measured by premium and liabilities
to surplus, was good at 1.3 times.

Although the company (NAIC:26891) is a member of Symons
International Group Inc. (Nasdaq:SIGC), a mid-size insurance
group, the rating does not include additional credit for implied
group support from its ultimate parent, Goran Capital Inc. of
Toronto (Nasdaq:GNCNF).

'pi' ratings, denoted with a 'pi' subscript, are insurer
financial strength ratings based on an analysis of an insurer's
published financial information and additional information in the
public domain. They do not reflect in-depth meetings with an
insurer's management and are therefore based on less
comprehensive information than ratings without a 'pi' subscript.
'pi' ratings are reviewed annually based on a new year's
financial statements, but may be reviewed on an interim basis if
a major event that may affect the insurer's financial security
occurs. Ratings with a 'pi' subscript are not subject to
potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
'plus' or 'minus' designations. However, such designations may be
assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group, Standard & Poor's said.


INDUSTRIAL HOLDINGS: Resumes Trading Under 'IHII' as of July 13
---------------------------------------------------------------
Industrial Holdings, Inc. (Nasdaq: IHIIE) ("IHI") announced that
it has received a favorable determination from The Nasdaq Stock
Market, Inc. regarding its continued listing on the Nasdaq
National Market.  As a result of this ruling, the Company's
common stock will resume trading under the symbol "IHII"
beginning July 13, 2000.

Michael N. Marsh, President and Chief Executive Officer,
remarked, "Over the past month, we are pleased to have
successfully resolved the events of default that occurred under
our senior credit agreement, settled our litigation with Trinity
Industries related to our acquisition of Beaird Industries and
sold our refinery demolition subsidiary, Blastco Services
Company.  We continue to execute our turnaround plan.  We are
also pleased to be in full compliance with Nasdaq requirements
and to resume trading under our symbol IHII."

Industrial Holdings operates four groups: the Engineered Products
Group which manufactures cold-formed fasteners and specialty
metal components for sale primarily to original equipment
manufacturers in the home furnishings, automotive and electrical
components industries; the Stud Bolt and Gasket Group which
manufactures and distributes stud bolts, nuts, gaskets, hoses,
fittings and other products primarily to the petrochemical,
chemical and oil and gas industries; the Heavy Fabrication Group
which manufactures and distributes medium and thick-walled
pressure vessels, gas turbine casings, heat exchangers, wind
towers, heat panels and other large machined weldments; and the
Energy Group which remanufactures and sells high pressure valves,
pumps and other related products to the petrochemical, chemical
and petroleum refining industries, the pipeline transportation
and storage industries and energy industry.


INTEGRATED HEALTH: To Employ Special Counsel; Blass & Driggs
------------------------------------------------------------
The Debtors sought and obtained permission to employ Blass &
Driggs as their Special Corporate and Regulatory Counsel,
pursuant to section 327(e) of the Bankruptcy Code.   

The Debtors have employed Blass & Driggs as corporate and
healthcare regulatory counsel since 1989. Since the petition
date, Blass & Driggs has continued to perform such services
pursuant to the Ordinary Course Professional Order. As the
Debtors have determined that the monthly fees and expenses of
Blass & Driggs are likely to exceed $25,000 per month, the
Debtors submit a separate application for the continued
employment of Blass & Driggs as their special counsel.

Blass & Driggs will represent the Debtors in connection with
certain corporate, regulatory and compliance matters. Blass &
Driggs will not undertake representation of the Debtors related
to the prosecution of the chapter 11 cases, or any plan of
reorganization.

Specifically, B&D will advise and assist the Debtors in
connection with:

      (1)  licensure and other state and federal regulatory
issues;

      (2)  application of state and federal healthcare regulatory
requirements;

      (3)  facility licensure and other regulatory issues
attendant to divestitures, contracts and other corporate
transactions;

      (4)  issues arising from pre-Filing Date acquisitions and
other corporate transactions in which Blass & Driggs represented
the Debtors, including contractual obligations and reimbursement
issues;

      (5)  divestitures and other corporate transactions;

      (6)  negotiation, preparation and execution of contracts.

The Debtors believe that Blass & Driggs is well qualified, and is
uniquely able to represent the Debtors for its familiarity with
pending federal investigations relating to the Debtors'
businesses and regulatory affairs.

Subject to court approval, the Debtors will pay Blass & Driggs
hourly rates of:
  
                    Michael S. Blass                $ 360
                    Andew Bogen                     $ 300
                    Wendy North                     $ 240
                    Joshua Dicker                   $ 275
                    Jill Cohen                      $ 245
                    Sara Damiano (paralegal)        $ 100

plus out-of-pocket expenses. The Debtors believe that the charges
by Blass & Driggs are reasonable.

The Debtors also represent that to the best of their knowledge,
the members and associates of B&D do not have any connection with
the Debtors or other parties in interest, and the respective
attorneys of B&D do not hold any interest adverse to the Debtors
or their estates. (Integrated Health Bankruptcy News Issue 6;
Bankruptcy Creditors' Service Inc.)


LAIDLAW: Records Half-Billion Dollar Loss in Third Quarter
----------------------------------------------------------
According to an article in The Vancouver Sun on July 13, 2000,
Laidlaw Inc., North America's biggest bus transport company,
Wednesday recorded a half-billion dollar loss in its third
quarter due to the writedown of its health-care and waste
management operations and higher borrowing costs.

Laidlaw, the biggest operator of school buses in North America
and owner of Greyhound Lines Inc., posted a net loss in the
quarter of $542.5 million US or $1.66 a share, compared with a
net loss $227.2 million or 69 cents a share for the 1999 period.

The Burlington, Ont.-based company posted a loss from continuing
operations of $228.4 million or 70 cents a share, compared with
earnings of $60 million or 18 cents a share over the same period
last year.

Laidlaw wrote down the value of its health-care operations by
$314.1 million "to quell potential purchasers' continued concerns
about the value of future revenue streams from ambulance services
provided to (U.S.) Medicare recipients," the company said in a
statement.

Three one-time items totaling $232.8 million after tax were
recorded in the quarter, including a further $43.8 million
writedown in subsidiary Safety-Kleen Corp.

Shares of Laidlaw rose earlier this week as some investors
believed that, along with the results released Wednesday, Laidlaw
would announce a long-awaited solution to its balance sheet
problems. Laidlaw is still discussing its $3.5-billion debt load
with creditors after missing interest payments due on May 15.

The company's problems began when Safety-Kleen, a Columbia, South
Carolina-based hazardous waste firm of which Laidlaw owns 44 per
cent, suspended three top executives for alleged accounting
irregularities. Since then, Laidlaw's stock has been in a steady
decline, falling  from $4.39 Cdn. on the Toronto Stock Exchange
to Wednesday's close of 80 Canadian cents, up 1 Canadian cent.
Laidlaw was advanced $30 million by lenders in mid-April


LAIDLAW: Taps Zolfo Cooper
--------------------------
According to an article in The Toronto Star on July 13, 2000,
Laidlaw Inc. hired Stephen Cooper, managing partner of New York-
based Zolfo Cooper LLC, yesterday after announcing a third-
quarter loss of more than $542 million (U.S.) and a nine-month
loss of $1.95 billion.

Laidlaw reports its financial results in U.S. dollars.

"When companies get into this kind of situation, specialized
talent is needed," said Laidlaw vice-president T.A.G. Watson.
"This isn't the first step to a bankruptcy filing. We're hoping
to avoid that by arranging something with the banks."

Cooper, who has been appointed director, vice-chairman and
restructuring officer of Laidlaw, will have much to arrange on
behalf of the former success story.

Since May, the company has defaulted on more than $3.4 billion in
bank loans and bonds in the wake of poor performance by its
American ambulance division and an accounting scandal at Safety-
Kleen Corp., its South Carolina-based waste disposal subsidiary.

For the quarter ended May 31, Laidlaw reported income from
operations of $74. 8 million before interest, taxes and
amortization, down from $90.7 million for the same period last
year. Revenue rose to $811.6 million from $715.8 a year earlier.
For the nine months ended May 31, income from operations was
$220.9 million, compared with $229.3 million a year earlier.

Watson said the numbers show that Laidlaw has the basis of a good
business, an enterprise that can be saved with some patience from
lenders.

Speculation that the company might try to solve its debt problems
by seeking court-supervised protection from its creditors under
Canada's Companies- Creditors Arrangements Act and Chapter 11 of
the United States bankruptcy law was one of the reasons given for
a spike in the company's share price on the Toronto Stock
Exchange earlier this week.

On Monday the stock soared more than 34 per cent. Laidlaw shares
closed at 80 cents (Canadian) on the Toronto Stock Exchange
yesterday, up 1 cent from Tuesday's close. Most of the drop in
operating income resulted from two factors, Watson said,
higher labour costs and sharply higher fuel costs.

Operating income was turned into a net loss by the exclusion of
$10.8 million (U.S.) reported last year as Laidlaw's share of
Safety-Kleen profits, a $29.6 million increase in interest costs
because of the debt default and a reduction of $11.3 million in
other income.

Laidlaw was forced to further write down the value of its
ambulance businesses $314.1 million in response to the concerns
of potential purchasers about the future revenue those companies
could produce.

"We're facing significantly higher interest rates on our bank
debt now," Watson said. "Quite simply there is one interest rate
schedule when you're healthy and a much different one that
applies when you're in trouble."


LOEWEN: Motion To Examine Bankers' Trust Pursuant to Rule 2004
--------------------------------------------------------------
The Debtors sought and obtained an ex parte order, pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure,
compelling Bankers' Trust Company, in its capacity as the
Collateral Trustee under the Collateral Trust Agreement, to
produce documents for examination.

The Debtors relate that the Collateral Trust Agreement, entered
in May 1996, provides that the holder of any subsequent
indebtedness of the Debtors is entitled to the benefits of the
security interests in the collateral granted under the Collateral
Trust Agreement if (a) the holder or its representative delivers
to the Collateral Trustee an Additional Secured Indebtedness
Registration Statement signed by the holder or representative,
(b) the Collateral Trustee accepts the Additional Secured
Indebtedness Registration Statement, and (c) the Additional
Secured Indebtedness Registration Statement is registered on the
Secured Indebtedness Register maintained by the Collateral
Trustee.

The debt initially issued under the Collateral Trust Agreement
had an aggregate principal balance of approximately $750 million
as at petition date. After the date of the CTA, the Debtors
issued six additional series of indebtedness in four separate
transactions:

   (a) Series 3 and Series 4 Senior Notes, issued October 1,
1996, in the aggregate principal amount of $350 million;

   (b) Series 5 Senior Notes, issued September 26, 1997, in the
aggregate principal amount of approximately $133 million ($200
million in Canadian dollars converted to U.S. dollars);

   (c) Series 6 and Series 7 Senior Notes, issued May 28, 1998,
in the aggregate principal amount of $450 million; and

   (d) Pass-Through Asset Trust Certificates, issued September
30, 1997, in the aggregate principal amount of $300 million.

The records of the Collateral Trustee that were provided to the
Debtors, however, do not contain Additional Secured Indebtedness
Registration Statements for (i) the Series 6 Senior Notes, (ii)
the Series 7 Senior Notes and (iii) the PATS.

Moreover, the Additional Secured Indebtedness Registration
Statement for the Series 3 Senior Notes and the Series 4 Senior
Notes indicates a current outstanding principal balance for such
series of zero. Furthermore, the proofs of claim filed by the
Collateral Trustee in these cases do not refer to the Series 6
Senior Notes, the Series 7 Senior Notes or the PATS.

As a result, the Debtors say, there is uncertainty as to whether
these series of indebtedness are entitled to the benefits of the
Collateral Trust Agreement. The Debtors tell the Court they have
interviewed informally a variety of the parties involved in
drafting the Collateral Trust Agreement and the issuance of each
series of Notes. However, the Collateral Trustee has refused to
consent to a similar informal interview despite repeated
requests.

To facilitate analysis of the status of the Series of Notes
concerned, and to make appropriate determinations regarding
classifications of claims for purposes of preparing a plan of
reorganization, the Debtors ask the Court to order the Collateral
Trustee to produce to the Debtors, within seven days after the
entry of the court order, all document or other tangible thins
that relate to:

    *  the designated process or procedures and the procedures
actually followed for formalizing and registering indebtedness
issued by the Debtors subsequent to the Collateral Trust
Agreement;

    *  the Additional Secured Indebtedness Registration
Statements for the Series of Notes concerned; and

    *  the Secured Indebtedness Register or to the procedures
followed by the Collateral Trustee in keeping other registers of
indebtedness.

The Debtors also request that the Court order the representative
or representatives of the Collateral Trustee to appear for a Rule
2004 examination at a mutually convenient time and place after
the Debtors have had an opportunity to review the documents
produced. (Loewen Bankruptcy News Issue 24; Bankruptcy Creditors'
Service Inc.)


MKR HOLDINGS: Delay in Filing Annual Financial Report
-----------------------------------------------------
MKR Holdings was unable to complete its filing of the company's
annual financial report for the year ended March 31, 2000 on
time. Pursuant to the company's joint Chapter 11 plan of
reorganization, which was confirmed on October 27, 2000 by order
of the United States Bankruptcy Court for the District of
Delaware in the Southern District of New York, the company
transferred all of its assets (including the equity securities of
its subsidiaries) to Marker International GmbH, a GmbH organized
under the laws of Switzerland, in return for a 15% interest in
Marker International. As an owner of 15% of Marker International,
the company must report a proportionate share of Marker
International's financial information in its annual report. The
company's management has met with considerable delay in
obtaining and compiling the necessary information of Marker
International. In accordance with the Securities Exchange Act of
1934, MKR Holdings will file its financial report no later than
July 17, 2000.

The company reported a net loss of $48.0 million for the year
ended March 31, 1999. As a result of the sale of all of the
company's assets, the company currently anticipates that it will
report net income of approximately $28.1 million for the year
ended March 31, 2000.


PAFCO GENERAL: S&P Assigns Ratings
----------------------------------
Standard & Poor's assigned its triple-'Cpi' financial strength
rating to Pafco General Insurance Co.

The rating action reflects the company's weak capital ratio, a
63.4% drop in surplus in 1999, poor underwriting results, and
weak liquidity. This stock company mainly writes private
passenger automobile insurance with a specialization in
nonstandard auto, and its products are distributed primarily
through independent general agents. Its major states of operation
-- Indiana, Colorado, Nevada, Kentucky, and Iowa -- account for
more than 80% of its business. The company, which is based in
Indianapolis, Indiana and licensed in Colorado, Indiana, Iowa,
Kentucky, Missouri, Nebraska, Nevada, Oklahoma, and South Dakota,
began business in 1987.

Major Rating Factors:

-- The company's capital ratios, both on an NAIC risk-based basis
and as measured by Standard & Poor's model, are weak.

-- The company has a weak liquidity ratio of 67.2% and high
leverage, as measured by premiums and liabilities to surplus, of
26.2 times.

-- The company's 63.4% drop in surplus (by $10.3 million), in the
context of the current operating ratio of 120.8%, is also a
concern. The decline in surplus was caused primarily by a loss of
$12.8 million in net income, offset by a $3.0 million net
remittance from the company's home office.

-- The company's net income fell by $9.5 million in 1999, caused
primarily by a $12.2 million decline in net underwriting income,
offset by a $3.1 million credit in federal income tax incurred.

-- The company's five-year average return on revenue of negative
10.7% is poor and combines with volatile earnings (return on
assets varying from negative 18.0% to positive 9.3% in the last
five years), to further limit the rating.

-- The company is somewhat geographically diversified. At year-
end 1999, 25.6% of net premiums written were in Indiana.

Although the company (NAIC: 29572) is a member of Symons
International Group Inc. (Nasdaq: SIGC), a mid-size insurance
group, the rating does not include additional credit for implied
group support from its ultimate parent, Goran Capital Inc. of
Toronto, Canada (Nasdaq: GNCNF). Other group members include
Superior Insurance Co., Superior Guaranty Insurance Co., Superior
American Insurance Co., and IGF Insurance Co.


PATHMARK STORES: Receives Bondholder Approval; Files Prepack Plan
-----------------------------------------------------------------
Pathmark Stores, Inc., announced that over 99% of the dollar
amount of bonds voted have agreed to accept its proposed
prepackaged plan of reorganization (the "Plan"). Accordingly, as
planned, the Company has filed a petition for relief under
Chapter 11 of the Bankruptcy Code seeking to implement the Plan
in the U.S. Bankruptcy Court for the District of Delaware. The
Company said that it expects to complete the reorganization
proceeding in 45 to 75 days.

Under the Plan, trade creditors will not be impaired and will
continue to be paid in the ordinary course of business. In
addition, there will be no impact on Pathmark's employees or
customers, as no stores will be closed or sold and no layoffs
will be implemented. As previously announced, the agreement
provides that upon consummation of Pathmark's reorganization,
current holders of the Company's bond indebtedness will receive
100% of the common stock of the Company and warrants to purchase
additional shares of common stock. The ownership percentage
excludes shares issuable upon the exercise of options granted in
connection with the Company's long term management incentive
plan.

Jim Donald, Chairman, President and Chief Executive Officer of
Pathmark Stores, Inc., said, "The strong support of our
bondholders for our prepackaged plan demonstrates their belief
that Pathmark's operations are healthy, valuable and have great
potential. With nearly$1 billion less debt, the newly reorganized
Pathmark, trading as a public company, will be able to invest
increased amounts in our business, enabling us to renovate and
open new stores and compete more effectively."

In support of the Plan, Pathmark has entered into an agreement
with The Chase Manhattan Bank for a $75 million debtor-in-
possession ("DIP") financing facility. Additionally, as
previously announced, Chase has committed to provide $600 million
of Exit Financing. The DIP financing, which is subject to Court
approval, will enable Pathmark to continue normal operations
during the restructuring proceedings. The Exit Financing will be
used to repay Pathmark's existing credit facilities in full and
provide approximately $200 million of liquidity for post-
reorganization operations.

Pathmark Stores, Inc., is a regional supermarket company
currently operating 136 supermarkets primarily in the New York -
New Jersey and Philadelphia metropolitan areas.


PATHMARK STORES: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pathmark Stores, Inc.
        200 Milik Street
        Carteret, NJ 07008

Type of Business: Regional supermarket company currently
operating 136 supermarkets in New Jersey, New York, Pennsylvania
and Delaware.

Chapter 11 Petition Date: July 12, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-02963

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

Total Assets:   $ 842,379,000
Total Debts:  $ 2,005,422,000

20 Largest Unsecured Creditors

U.S. Trust Company of NY
114 West 47th St
New York, NY 10036
Tel:(212) 852-1663
Fax:(212) 852-1626
James Logan                   Bonds          $ 472,453,937

Bank of NY
101 Barclay St
New York, NY 10286
Tel:(212) 815-5086
Fax:(212) 815-5915
Jack Stevenson                Bonds          $ 241,200,738

Wilmington Trust Co.
Rodney Square North
Wilmington, DE 19890
Tel:(302) 651-1428
Fax:(302) 651-8882
Mary St. Amand                Bonds          $ 211,567,339

Wilmington Trust Co.
Rodney Square North
Wilmington, DE 19890
Tel:(302) 651-1428
Fax:(302) 651-8882
Mary St. Amand                Bonds          $ 102,307,563

Amerisource
400 Grove Road
Thorofare, NJ 08086
Tel:(800) 562-2526
Fax:(609) 384-2156
Anthony Capone                Trade            $ 6,836,000

HSBO Bank USA
140 Broadway
New York, NY 10005
Tel:(212) 658-1792
Fax:(212) 658-6425            Industrial
John Mazzarella               Revenue Bonds    $ 5,000,000

HSBO Bank USA
140 Broadway
New York, NY 10005
Tel:(212) 658-1792
Fax:(212) 658-6425            Industrial
John Mazzarella               Revenue Bonds    $ 3,000,000

Pepsi Hasbrouk
1100 Reynolds Blvd
Winston-Salem, NC 27102
Tel:(336) 896-5577
M. Bevilacqua                 Trade            $ 1,996,000

Tuscan Dairy Farms, Inc.
750 Union Ave.
Union, NJ 07083
Tel:(908) 851-5763
Santo Sacca                   Trade            $ 1,759,000

Coca Cola of NY
59-02 Borden Ave.
Maspeth, NY 11378
Tel:(718) 326-3636
ext 227
Joseph Borrow                 Trade            $ 1,703,000

Pepsi Cola Bottling Co.
1100 Reynolds Blvd.
Winstom-Salem, NC 27102
Tel:(336) 89605577
M. Bevilacqua                 Trade            $ 1,355,000

Frito Lay Inc.
7701 Legacy Drive
MD-2A-281
Plano, TX 75024-4099
Tel:(972) 334-5818
Bill Nictakis                 Trade            $ 1,219,000

IBM
200 Milik Street
Carteret, NJ 07008
Tel:(732) 499-3000
ext 190-4325
Bob Lilenthal                 Trade            $ 1,200,000

Bestfoods Baking Co.
930 N. Riverview Drive
Totowa, NJ 7512
Tel:(973) 785-7684
Sandy Labenda                 Trade            $ 1,059,000

PSE&G
PO Box 14105
New Brunswick, NJ 08906
Tel:(800) 644-4761 ext 2038
Mary Anderson                 Trade            $ 1,080,000

Wilmington Trust Company
Rodney Square North
Wilmington, DE 19890
Tel:(302) 651-1428
Fax:(302) 651-8882
Mary St. Amand                Guaranty         $ 1,045,008

Konica Photo Imaging
725 Darlington Avenue
Mahwah, NJ 07430
Tel:(800) 285-6422
Michael Storch                Trade            $ 1,005,000

Proctor & Gamble
Distributing Company
630 Main St
Cincinnati, OH 45202
Tel:(513) 945-8045
R.M. (Dick) McCarthy          Trade              $ 899,000

Forget Me Not Cards
Division
10500 American Road
Cleveland, OH 44144-2398
Tel:(216) 252-7300
Connie Holland                Trade              $ 893,000

Valley Media, Inc.
1280 Santa Anita Court
Woodland, CA 95776
Tel:(530) 669-5164
Richard Andrade               Trade              $ 860,000


PIXELON CORP: More Troubles Arise
---------------------------------
Officials and backers of Pixelon Corp., the company which filed
for Chapter 11 bankruptcy protection after ousting its top
managers, have been sued by former investors for allegedly
withholding critical information about the troubled San Juan
Capistrano start-up to raise money through a private placement,
according to Los Angeles Times on July 8, 2000.

As reported earlier, last June 30, two Kentucky men who bought
150,000 shares in Pixelon's private offering also filed a lawsuit
against the company for omitting or misstating information
important to their decision to invest. The lawsuit asked for
$800,000 in damages and has sought for a class-action status.


PRODUCTION RESOURCE: Ratings Lowered (Sr Subordinated To Ca)
------------------------------------------------------------
Moody's Investors Service lowered the rating of Production
Resource Group, L.L.C.'s (PRG) $100 million of 11.5% senior
subordinated notes, due 2008, to Ca from Caa1 and lowered the
ratings of its Senior Unsecured Issuer Rating to Caa3 from B3.
PRG's bank credit facility ratings have been lowered to B3 from
B1 and the senior implied rating has been lowered to Caa2 from
B2. Following these rating actions, PRG's debt securities'
ratings will be withdrawn, given the company is no longer
reporting financial information.

The downgrades reflect Moody's significant concerns regarding
PRG's lack of liquidity. PRG is not in compliance with its bank
agreement and as a result all long-term bank debt has been
reclassified as short-term. In addition, PRG is not likely to
have sufficient cash flow to cover its near term interest expense
without a capital infusion. Therefore, the ratings also reflect
the high risk of default as well as the potential impairment to
the value of the senior subordinated notes.

As of 3/31/00 the company's debt was substantial at $184 million.
Cash flow is insufficient to fund both the company's capital
expenditures and interest expense. Debt-to-EBITDA was 6.3 times
at year end and had risen to 7 times by March 31, 2000. The
company's new finance team is implementing measures to reduce
expenditures and improve liquidity. Management believes that the
industry weakness that has impacted profitability may have
reached its nadir. However, Moody's considers the company's
current valuation to be materially less than the company's
outstanding obligations.

Production Resource Group, L.L.C., headquartered in New Windsor,
NY, is an integrator, fabricator and supplier of products and
services to the live entertainment, corporate event and themed
entertainment markets.


PROVIDENT AMERICAN: S&P Lowers Ratings
--------------------------------------
Standard & Poor's lowered its financial strength rating on
Provident American Insurance Co. to triple 'Cpi' from single
'Bpi'.

This rating action reflects continuing poor profitability and a
deteriorating capital base. This stock company's core line of
business is individual accident and health insurance, and it
markets its products primarily through agents. Based in Dallas,
Texas, and licensed in ten states, the principal states in which
it operates are Texas and Louisiana. It commenced operations in
1939.

The company is wholly owned by Sonic Financial Inc., of which the
controlling interest (86.9%) is held by O. Bruton Smith.

Major Rating Factors:

-- Profitability has been poor, with a five-year average return
on assets of negative 15.3%, and an earnings adequacy ratio, as
measured by Standard & Poor's model, of negative 495%. The
company has a trend of continued operating losses, earnings
volatility, and narrow operating scope.

-- Capitalization is very weak, as indicated by a capital
adequacy ratio of 21.4%. Total adjusted capital was $1.7 million
at year-end 1999 versus $4.5 million in 1998, a decrease of
62.4%.

-- The company's risk-asset position is 314.2% of capital.

The company (NAIC: 68179) is rated on stand-alone
characteristics.


RELIANT BUILDING PRODUCTS: Files Voluntary Chapter 11
-----------------------------------------------------
Reliant Building Products, Inc. together with its 12 subsidiaries
and affiliates announced that on July 11, 2000 it filed a
voluntary petition for Chapter 11 relief in the United States
Bankruptcy Court for Northern District of Texas, Dallas Division.
The Honorable Judge Barbara Houser has been assigned to hear the
bankruptcy proceedings. The consolidated bankruptcy case number
is 00-34446-BJH-11. Voluntary petitions and requests for
joint administration were filed on behalf of 12 subsidiaries and
affiliates of the Company. The Company also announced that
concurrent with the Chapter 11 filing, it had closed a $15
million debtor-in-possession (DIP) line of credit with its
lenders of which $10 million are new funds.

The Company facilities will remain open and the Company continues
to operate as a debtor in possession of its assets. The
availability of Debtor-In-Possession financing will allow the
Company to restore its supplier credit lines and complete the
seasonal ramp-up for this building season and restore operational
normalcy. In its initial ruling on July 11, 2000, the Court
approved all of Reliant's requests for post petition financing
and other similar first day order requests.

Reliant Building Products Inc., is one of the nation's largest
manufacturers of aluminum and vinyl, or non-wood, framed windows.
The Company's products are marketed under well-recognized brand
names, including ALENCO, BUILDER'S VIEW, CARE-FREE, and ALPINE.
The Company has a national manufacturing presence through its
acquisition of CareFree Window Group ("Care-Free") on January 28,
1998. Significant delays in completing the recently completed May
4, 2000 recapitalization resulted in serious material shortages
as the company headed into the full ramp up of this year's
construction season. The strong demands for Company products,
coupled with inadequate liquidity created a severe back order and
backlog situation. This has contributed to serious operating
inefficiencies, culminating in today's announcement.
    
For more information you may call Larry Browder at 972-919-1309
or Reliant's counsel:

Strasburger & Price, LLP
901 Main Street
Dallas, TX  75202
Lead attorney: Jeffrey Fine 214-651-4583
               Email:finej@strasburger.com
               Fax:214-659-4074

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
regulations;

     (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.

Mr. Milch, a member of Arnold & Porter working in A&P's
Washington, D.C., office, affirms that A&P represents no interest
adverse to any of the Debtors' estates and employment is
permissible under 11 U.S.C. Sec. 327(e) notwithstanding A&P's
representation of scores of the Debtors' creditors in
matters unrelated to Safety-Kleen. (Safety-Kleen Bankruptcy News
- Issue 4; Bankruptcy Creditors' Service Inc.)


SAFETY-KLEEN: Creditors Object to Financing Request
---------------------------------------------------
Creditors of Safety-Kleen Corp. have filed a complaint, objecting
to the company's request for special bankruptcy financing.

The creditors fear the Columbia waste management firm will use
the financing deal to benefit its chief lender, Texas-based
Toronto Dominion Inc., according to a petition filed Wednesday in
U.S. Bankruptcy Court in Delaware.

Toronto Dominion was the lead bank for Safety-Kleen's pre-
bankruptcy bank loans, which total more than $1.6 billion, and is
listed as the company's largest unsecured creditor. Unsecured
creditors do not have their loans backed by collateral.

Safety-Kleen is seeking a $100 million "debtor-in-possession"
financing agreement, which would allow them to borrow money
despite their bankruptcy status.

U.S. Bankruptcy Judge Peter Walsh approved $40 million in
debtor-in-possession financing last month, but the creditors
claim Safety-Kleen doesn't plan to use that money for at least
three months.

Safety-Kleen filed for Chapter 11 protection from its creditors
June 9.

In a June 13 hearing, David Kurtz, an attorney for Safety-Kleen,
said the company has remained profitable despite suffering a
series of severe financial problems. Safety-Kleen is under
investigation for accounting irregularities.

A hearing on the creditors' petition is scheduled for July 19.

Safety-Kleen spokesman John Kyte said the company had no
immediate response to the objection.


SCAFFOLD CONSTRUCTION: Files Second Amended and Restated Plan
-------------------------------------------------------------
Scaffold Connection Corporation continues to operate under
the Companies Creditor Arrangement Act (the "CCAA") and reports
that it has filed a Second Amended and Restated Plan of
Arrangement and Compromise (the "Plan") with the Court of Queen's
Bench of Alberta (the "Court"). The Court has approved a date of
August 14, 2000 for the meeting of Unsecured Creditors and August
15, 2000 for the Secured Creditors meeting. The Annual and
Special Meeting of Shareholders has been set for August 18, 2000.
The Plan will be voted on at each meeting. In conjunction with
these meetings, the Company will be distributing information
circulars, the Plan, and the required proxy and election forms.
These documents are expected to be mailed to Creditors and
Shareholders by July 14, 2000.

The Court has also extended the Stay of Proceedings granted under
the CCAA to September 30, 2000.

The Company believes that approval of the Plan of Arrangement and
Compromise by its creditors and shareholders will provide the
Company with the working capital and capital resources necessary
to carry on operations. In addition, the operational improvements
being implemented are expected to result in a stronger Company,
well positioned for success in this buoyant economy.

The Company has applied to the applicable securities regulators
to have the cease trade orders lifted, but to date no decision
has been made.


SERVICE MERCHANDISE: Authority to Sublet Portion of Stores
----------------------------------------------------------
The Tennessean reports on July 11, 2000 that Service Merchandise
Co. Inc. was granted authority to sublease a portion of 19 of its
stores to the parent company of T.J. Maxx, TJX Cos, which plans
to put home-furnishings stores in most of the spaces.

As part of its bankruptcy reorganization, Service Merchandise is
shrinking its stores to roughly half their size and subleasing
the remaining space.

The company believes the TJX agreement will squeeze more value
from its real-estate assets roughly $ 4.5 million in rental
revenue per year initially while also attracting additional
customer traffic. TJX would pay taxes, insurance and other costs.

The company previously received court approval for eight of the
19 store agreements with TJX, but landlords for the remaining 11
stores filed objections to the plan.

Chief Judge George C. Paine II approved the subleasing plan but
denied the company's request for landlords to be bound by the TJX
subleases if Service Merchandise ended its primary tenancy.

Rowland said Paine's ruling strikes a balance between the company
and the landlords by recognizing the landlords' property rights
while also allowing Service Merchandise to go forward with its
plan. The decision forces TJX to decide whether it wants to
negotiate with individual landlords and move forward with its
plans.

"We don't know how this decision is going to affect things," said
Edwin M. Walker, local counsel for TJX. "We're still trying to
understand it ourselves."

TJX is interested in pursuing subleases with the stores in
question, Walker said. But it is too early to determine the
outcomes because each lease will need to be inspected and
negotiated, Walker said.


SUPERIOR INSURANCE: S&P Assigns Ratings
---------------------------------------
Standard & Poor's assigned its triple-'Cpi' financial strength
ratings to Superior Insurance Co. and its wholly owned and
reinsured subsidiaries, Superior Guaranty Insurance Co. and
Superior American Insurance Co.

The rating action reflects the parent's high leverage, weak and
volatile earnings in an environment of low liquidity, and high
one-year reserve loss development. This stock company mainly
writes personal and commercial auto insurance, with a
specialization in nonstandard automobile, and its products are
distributed primarily through independent general agents. The
company, which is based in Atlanta (domiciled in Florida),
licensed in 15 states, and which derives more than 80% of its
business from its major states of operations -- Florida, Georgia,
Virginia and California -- began business in 1952.

Major Rating Factors:
    --  Capitalization remained less than good, as indicated by a
Standard & Poor's capital adequacy ratio of 81.0% at year-end
1999. The $23.4 million (or 40.6%) decline in surplus in 1999
comprised a loss of $19.2 million in net income, a $3.2
million in change in nonadmitted assets, and $0.8 million in
net unrealized capital loss.

    --  The company was more leveraged than similar companies
with respect to its net premiums written plus liabilities to
surplus, at 9.7 times at year-end 1999.

    --  The company's five-year average return on revenue of
negative 4.5% is considered weak. Further, the company's returns
have been volatile with, for example, return on assets ranging
from negative 10.6% to positive 3.5% in the last five years.

    --  The company's liquidity ratio of 65.1% for 1999 and one-
year loss development of 23.4%, in the context of both high
leverage and volatile earnings, are also viewed as limiting
factors.

    --  The company is somewhat geographically diversified, with
just 23.8% of net premiums written in its lead state of Florida
in 1999.

Although the companies are members of Symons International Group
Inc. (Nasdaq:SIGC), a mid-size insurance group, the rating does
not include additional credit for implied group support, either
from the group or from its ultimate parent, Goran Capital Inc. of
Toronto (Nasdaq:GNCNF), because of continuing debt servicing
problems at the parent. Other group members include IGF Insurance
Co. and Pafco General Insurance Co.

GGS Management Inc., an affiliate, receives a monthly management
fee for managing the operations of the company.

'pi' ratings, denoted with a 'pi' subscript, are insurer
financial strength ratings based on an analysis of an insurer's
published financial information and additional information in the
public domain. They do not reflect in-depth meetings with an
insurer's management and are therefore based on less
comprehensive information than ratings without a 'pi' subscript.
'pi' ratings are reviewed annually based on a new year's
financial statements, but may be reviewed on an interim basis if
a major event that may affect the insurer's financial security
occurs. Ratings with a 'pi' subscript are not subject to
potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
'plus' or 'minus' designations. However, such designations may be
assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group, Standard & Poor's said.


TITAN ENERGY: Energy America - Surprise Winning Bidder
------------------------------------------------------
Natural gas marketer Energy America was the surprise winning
bidder Wednesday for 50,000 accounts of a competitor that
declared Chapter 11 bankruptcy last week.

By agreeing to pay about $ 2.2 million for the accounts of Titan
Energy of Georgia, the Connecticut-based marketer outbid Shell
Energy at an auction in U.S. Bankruptcy Court.

The deal was being completed Wednesday night, with Shell Energy
standing by with a backup bid in the event of problems in closing
the transaction.

Titan's customer list almost doubles the number of Energy
America's Georgia accounts and makes it the No. 4 marketer in the
state's newly deregulated natural gas market.

Shell, the No. 3 marketer, earlier offered $ 35 for each of
Titan's accounts, or $ 1.75 million, based on estimates of 50,000
Titan customers.

Many participants in the process were surprised when Energy
America attorneys appeared in the courtroom Wednesday prepared to
bid and close the deal quickly. Shell attorneys bid as high as
$ 43 for each account before withdrawing.

Energy America was then declared the winning bidder with a
purchase offer of $ 44 per account, or $ 2.2 million. Energy
America also agreed to buy Titan's gas inventories for $ 12,000
and pay Atlanta Gas Light Co. $ 350,000 to switch the accounts.

"We are committed to the Georgia market for the long term," said
Tom Shales, Energy America senior vice president. "We acquired
the customers at a good price."

Energy America is currently involved in a "slamming" case with
the Georgia Public Service Commission over allegations that its
sales representatives switched customers to its rolls without
proper authorization.

The commission is expected next week to approve a settlement
under which the company would provide more than $ 75,000 worth of
credits next winter to low-income and elderly customers and pay $
25,000 to the commission.

Titan has said it was forced to seek Chapter 11 protection from
creditors by a dispute with its wholesale gas supplier.

According to The Atlanta Journal on July 8, 2000, Titan attorney
Frank Nason announced that Shell Energy was prepared to pay $1.8
million for the company's customer accounts for, including $35
for each customer plus transfer fees. Last week U.S. Bankruptcy
Judge W.H. Drake Jr. gave Georgia-based Titan Energy authority to
continue its operations while negotiating with Shell, calling it
a "Band-Aid approach" that will allow the company to maintain its
customer base and satisfy major creditors.


TOYSMART: Senators Bring Legislation To Bar Sale of Customer List
-----------------------------------------------------------------
In response to the recent bankruptcy case of Toysmart.com, a
former online toy retailer that put all its assets, including its
customer records such as names, addresses and credit card
numbers, up for sale despite a privacy policy that assured
customers the information would remain private, Sens. Patrick
Leahy (D-Vt.) and Robert Torricelli (D-N.J.) introduced
legislation yesterday that would bar the sale of personal
information kept by a defunct company if the sale would have
violated privacy policies in effect when the company was in
business, according to the Associated Press. Rep. Spencer Bachus
(R-Ala.) has already announced plans to introduce a similar bill
in the House. "It is wrong to use our nation's bankruptcy laws as
an excuse to violate a customer's personal privacy," the Senators
said in a letter to colleagues. "Customers have a right to expect
a firm to adhere to its privacy policies, whether it is making a
profit or has filed for bankruptcy." The legislators say they
will try to include the bill in a larger bankruptcy reform
package.


BOND PRICING FOR WEEK OF JULY 10, 2000
======================================
DLS Capital Partners Inc.

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                 13 - 15(f)
Advantica 11 1/4 '08                  66 - 68
Asia Pulp & Paper 11 3/4 '05          67 - 69
Conseco 9 '06                         66 - 68
E & S Holdings 10 3/8 '06             35 - 37
Fruit of the Loom 6 1/2 '03           49 - 51(f)
Genesis Health 9 3/4 '05              11 - 13(f)
Geneva Steel 11 1/8 '01               17 - 18(f)
Globalstar 11 1/4 '04                 31 - 32
GST Telecom 13 1/4 '07                53 - 55(f)
Iridium 14 '05                         4 - 5(f)
Loewen 7.20 '03                       34 - 36(f)
Paging Network 10 1/8 '07             44 - 46(f)
Pathmark 11 5/8 '02                   31 - 33(f)
Revlon 8 5/8 '08                      50 - 52
Service Merchandise 9 '04              7 - 9(f)
Trump Atlantic 11 1/4 '06             70 - 72
TWA 11 3/8 '06                        36 - 38


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

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

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