TCR_Public/000721.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 21, 2000, Vol. 4, No. 142


AMERISERVE FOOD: Tricon Global Aniticipates Unusual Charges
CONE CONSTRUCTORS: Files For Chapter 11 Protection
DAEWOO CORP.: Creditors To Vote on Separation Plan
DYNACORE HOLDINGS: Sale of European Operations Completed
ELDER-BEERMAN: Proposes Three New Director Candidates

EQUALNET COMMUNICATIONS: Ernst & Young Resigns as Accountant
FACTORY CARD OUTLET: Seeks Extension of Exclusive Periods
FREEWEB: Juno Lands Deal
FULCRUM DIRECT: Seeks Extension of Post-Petition Financing
GST TELECOM: Seeks Order For Sale of Assets

GULF STATES STEEL: Implementing Restructuring Program
GULF STATES STEEL: No Action Taken on Loan Guarantee Application
INNOVATIVE CLINICAL SOLUTIONS: Commences Implementation of Plan
INTEGRATED HEALTH: Seeks To Reject 14 Leases
LOTS A BAGELS: New World Completes Acquisition

MARINER: Health's Second Motion For Extension of Exclusivity
MESA AIR GROUP: Meeting Of Shareholders Set For August 9, 2000
MULTICARE: Application To Employ and Retain KPMG LLP
NEW WORLD BAGEL MANHATTAN COFFEE: Shareholders Report Holdings
NEWCOR: EXX and Segal Own 15.1% of Stock

RELIANCE GROUP: Talks With Leucadia Fail To Produce New Plan
SAFETY-KLEEN: Finalizes Debtor-in-Possession Financing
SCHEIN PHARMACEUTICAL: Watson Owns 77.8% of Stock
SITE TECHNOLOGIES: Court Enters Order Confirming Plan
SOGO CORP.: May sell Hong Kong site

SUNSHINE MINING: Notes Extended To July 21, 2000
TRI VALLEY: Employees Gets Payroll
UNITED COMPANIES FINANCIAL: Order Approving Disclosure Statement
VALLETTA/MALTA: Moody's Rates Two Largest Players
VANALCO:  Seeks Low Cost Power

Bond pricing for week of July 17, 2000


AMERISERVE FOOD: Tricon Global Aniticipates Unusual Charges
Tricon Global Restaurants Inc. anticipates "likely additional
unusual charges" to earnings in the third quarter because of
AmeriServe Food Distribution Inc., according to Chief Financial
Officer of Tricon, David Deno.

AmeriServe is the primary distributor of Tricon. In its report of
second quarter earnings, $70 million in charges were listed since
Tricon did not expect to fully recoup its loans.

CONE CONSTRUCTORS: Files For Chapter 11 Protection
The Tampa Tribune reports on July 18, 2000 that one of Tampa's
largest road contractors has filed for protection under Chapter
11 of the bankruptcy code.

Financial troubles have mounted for Cone Constructors since
earlier this year, when the Florida Department of Transportation
fired the company as the largest contractor on the Suncoast
Parkway building project.

The company could owe up to $10 million to its creditors,
according to a petition filed in bankruptcy court on July 7. It
lists $ 1 million to $ 10 million in assets.

"It was the Florida DOT problem that caused the filing," said the
company's attorney, Don Stichter. "They (Cone) had almost their
entire work effort devoted to that Suncoast project."

Stichter said the exact amount of the company's debt remains
uncertain. Some debts have yet to be tallied, and some listed
with the court could already have been paid by Cone's surety

Officials with the Southwest Florida Water Management District,
known as Swiftmud, say the company dug too deep, risking harm to
the underlying aquifer at the site. Since then, the company has
failed to repair the damage or do the restoration work required
once all the dirt is removed.

Swiftmud is talking to Cone's bond company and DOT about
repairing the damage and restoring the site, said Margaret Lytle,
assistant general counsel at Swiftmud.

"The bond company could choose to step in (and do the work) or
provide the district with money under the bond," Lytle said.

The company's bond assuring restoration of the dirt mine is about
$ 224,000.

DAEWOO CORP.: Creditors To Vote on Separation Plan
Creditors of Daewoo Corp., the trading and construction
unit of the dismantled Daewoo Group, will vote on the plan
to divide the company into three independent entities as
part of its debt workout program today, a creditor bank
official said yesterday.

If approved by the 76 creditor financial institutions today
and a shareholders' meeting scheduled for Saturday, the
three companies - a trading firm, a construction company
and a firm consisting of the remaining operations - will be
established formally Sept. 1, he said.

"To separate Daewoo Corp., 75 percent of the creditors
should vote for the planned spin-off," the official said.
"But they are sure to give the green light to the proposal
since a creditors' vote is just a formality."

The new entities - Daewoo International, Daewoo
Construction and Daewoo Corp. - will be able to speed up
efforts to resume normal operations with expected financial
support from creditor banks, he said.

In the spin-off process, creditors will convert Daewoo
International's debts of 375.8 billion won into equities,
reducing the trading firm's debt-to-equity ratio to 734
percent. Creditors will also swap Daewoo Construction's
debts of 727.5 billion won for equities to lower its debt-
to-equity ratio to 577 percent, the official said.

When registration for the spin-off is completed July 31,
Daewoo International specializing in trading will have
assets of 3.81 trillion won and liabilities of 3.35
trillion won, he said.  Daewoo Construction will have
assets and liabilities of 5.94 trillion won and 5.06
trillion won, respectively, while Daewoo Corp's assets will
amount to 3.11 trillion won with its liabilities standing
at 20.72 trillion won.

He added that a successful spin-off is expected to provide
a fresh momentum to the rehabilitation programs for 12
units of the Daewoo Group, which have been underway since
August last year.  Once the nation's second largest
conglomerate, Daewoo went belly-up in July last year under
the weight of heavy debts estimated at about 70 trillion
won. (Korea Herald  20-July-2000)

DYNACORE HOLDINGS: Sale of European Operations Completed
Dynacore Holdings Corporation (formerly Datapoint Corporation)
reports that the previously reported sale of its European
operations and certain U.S. assets to Datapoint NewCo 1 Limited
for $49.5 million in cash, less certain adjustments, including an
adjustment in the event that the aggregate shareholder deficit of
the European operations exceeds $10.0 million at closing, has
been completed.

Under the agreement in principle reached with the Official
Unsecured Creditors' Committee appointed in Dynacore's Chapter 11
case pending in United States Bankruptcy Court for the District
of Delaware, at the time of confirmation of the Plan of
Reorganization, Dynacore is expected to have remaining working
capital from the proceeds of the sale of approximately
$4 million after fees, expenses and certain escrow items required
in the sale.  Dynacore will have no debt at that time.

The sale of its European Operations is consistent with the
direction of the corporation to focus its efforts and resources
on acquiring, developing and marketing software with Internet and
E-commerce applications.  The previously acquired Corebyte
NetworksTM product family, highlights this effort.  The Corebyte
subsidiary has developed an intelligent browser-based
communications networking system.  With a single interface, users
of Corebyte NetworksTM products directly access every application
necessary to manage their enterprise from basic E-mail to
advanced group computing tools.  Corebyte NetworksTM products
users seamlessly share and exchange valuable information,
selectively and securely, within their networked community and
across enterprises via the Internet.  Companies that standardize
their network on Corebyte NetworksTM products gain all the
benefits of the Internet and eliminate the fear of obsolescence.

ELDER-BEERMAN: Proposes Three New Director Candidates
Elder-Beerman Stores Corp. proposed Thursday to make major
changes in how the company is governed to resolve a dispute with
key shareholders who were pushing the retailer to increase the
value of its stock. The Dayton-based department store chain said
it intends to propose three new director candidates for four
positions up for election next month.

The company is proposing to put all directors up for election
each year and to lower shareholder-approval requirements to a
simple majority. Elder-Beerman is also proposing to ease
restrictions on investors who want to acquire more than 20
percent of the company.

Elder-Beerman operates stores in Ohio, West Virginia, Indiana,
Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania.

Chairman Frederick Mershad said the changes were developed in
consultation with the company's two largest shareholders, PPM
America Inc. and Snyder Capital Management.

Last month, PPM America, a Chicago-based investment management
firm, proposed a rival slate of directors and other changes aimed
at increasing the value of Elder-Beerman's stock. Mershad said
PPM has now agreed not to pursue a proxy contest and to support
the company's proposals.

"Our shareholders' interests are of paramount importance to the
board and management of Elder-Beerman, and we are pleased to have
reached an agreement that we believe will benefit and strengthen
our relationship with our entire shareholder base," Mershad said.

The proposals will be voted on during the company's annual
shareholder meeting Aug. 24.

Excessive inventory and competition forced Elder-Beerman to seek
Chapter 11 bankruptcy protection in October 1995. It emerged from
reorganization Dec. 30, 1997, transforming itself from a family-
run business into an independent, publicly traded company.

Since last summer, the company has faced pressure from certain
institutional shareholders such as PPM to increase its stock's
value by buying back shares at a premium price, selling the
company or taking it private.

PPM had proposed changes that include lowering the number of
votes needed to change parts of the company's charter,
reorganizing the board so all directors stand for election
annually and exempting the company from state laws governing
large share purchases by outside entities.

PPM also proposed linking senior-executive pay with stock
performance, eliminating a clause aimed at thwarting unwanted
suitors and resuming a share repurchase plan.

EQUALNET COMMUNICATIONS: Ernst & Young Resigns as Accountant
The accounting firm of Ernst & Young LLP has resigned as the
independent accountant for Equalnet Communications Corp.
effective June 21, 2000. Ernst & Young issued reports on the
financial statements of the company as of June 30, 1999 and 1998.
Such reports were qualified as to the uncertainty that Equalnet
Communications Corporation will continue as a going concern.

The resignation of Ernst & Young occurred without action by the
board of directors or the audit committee of the company.
Equalnet states that in connection with the audits of the
comapany's financial statements for each of the two fiscal years
ended June 30, 1999 and 1998, and in the subsequent
interim period preceding the resignations, there were no
disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosures, or
auditing scope and procedures which, if not resolved to the
satisfaction of Ernst & Young LLP would have caused
Ernst & Young LLP to make reference to the matter in their
report. Equalnet has not yet engaged an independent accountant as
a successor to Ernst & Young.

FACTORY CARD OUTLET: Seeks Extension of Exclusive Periods
The debtors, Factory Card Outlet Corp. and Factory Card Outlet of
America Ltd., seek approval of an extension of the exclusive
periods during which the debtors may file a plan of
reorganization and solicit acceptances thereof.  The debtors
request an extension of their Exclusive Filing period and their
exclusive solicitation period to and including November 30, 2000
and January 29, 2001, respectively.

After the last extension of the Exclusive periods was granted,
the debtors, the Creditors' Committee and SKM executed a Letter
of Intent which sets forth the parameters of a potential SKM
investment in the debtors that if consummated, will be the
foundation of the debtors' plan of reorganization and emergence
from Chapter 11.  The debtors require additional time to finalize
the Saunders, Karp & Megrue ("SKM") investment that could fund a
plan of reorganization.  

The Letter of Intent contemplates that SKM will contribute $19.5
million in cash to the debtors' reorganization in exchange for
either substantially all of the assets of the debtors or newly
issued shares of common stock of reorganized Factory Card
representing 90 percent ownership interest in such entity, before
dilution, and a $19.5 million 12% subordinated promissory note.  
The Letter of Intent also contemplates that unsecured creditors,
whose claims may aggregate approximately $43 million, would
receive approximately $5.4 million in cash, a portion of which
may be available to provide for a convenience class pursuant to a
plan of reorganization, plus subordinated promissory notes
aggregating $7 million and 10% of the newly issued shares
of common stock of reorganized Factory Card.

A hearing on the motion will be convened before The Honorable
Joseph J. Farnan, Jr., US District Court, District of Delaware on
July 26, 200 at 2:00 PM.

FREEWEB: Juno Lands Deal
Juno Online Services, Inc. (NASDAQ: JWEB), one of the nation's
largest Internet access providers, today announced that it has
received court approval for a subscriber referral agreement with
Smart World Technologies, LLC and its wholly owned subsidiary
Freewwweb, LLC, a provider of free Internet access.

Under the agreement, Freewwweb, which filed for bankruptcy last
month, will refer its subscribers to Juno's free Internet access
service. Freewwweb will receive compensation in the form of Juno
common stock (as well as smaller amounts in cash, in certain
cases) for each former Freewwweb subscriber who becomes a Juno
subscriber and satisfies certain qualification criteria.

According to its management, Freewwweb had more than 700,000
active subscribers as of June 2000. As of March 31, 2000, Juno
had more than 3 million active subscribers, making Juno the
nation's third-largest provider of dial-up Internet services,
after AOL and EarthLink. Earlier this month, Juno announced a
similar subscriber referral agreement with WorldSpy, another
provider of free Internet access that has recently ceased

Freewwweb subscribers who convert to Juno will be able to
continue receiving e-mail sent to their Freewwweb e-mail address,
and will continue to enjoy completely free Web access. In
addition, they will have the option of upgrading to one of Juno's
billable premium services, including its high-speed broadband
service, Juno ExpressSM.

"This deal has the potential to significantly expand Juno's
subscriber base, even if fewer than half of Freewwweb's
subscribers switch to using Juno," said Charles Ardai, Juno's
president and CEO. "We are very pleased to have reached an
arrangement with Freewwweb that will enable us to bring their
subscribers into the Juno family."

Juno Online Services, Inc. is a provider of Web access and other
Internet services.

For more information about Juno, visit To get
a free copy of the Juno software, go to or call 1-

FULCRUM DIRECT: Seeks Extension of Post-Petition Financing
The debtors, Fulcrum Direct, Inc. and its affiliates seek court
authority to extend their post-petition financing.  An interim
hearing will be held on July 25, 2000 before the Honorable Mary
F. Walrath.

Extending the Loan Facility with IBJ Schroder Business Credit
Corporation, nunc pro tunc to April 1, 2000 through July 31, 2000
and increasing the Aggregate Amount to $4,050,000 is essential to
the debtor to ensure that Fulcrum will have adequate time and
resources to maximize the value of its estates.  

Pursuant to several orders entered by the court, Fulcrum has sold
substantially all of its assets.  Fulcrum is still in the process
of reviewing its books and records to asce3rtain, analyze and
pursue potential claims that it s estates may have against third
parties, including, without limitation, any avoidance actions.  
Fulcrum requires additional time to finalize the review and
analysis of potential claims and, to the extent warranted, to
institute and pursue actions against third parties for the
benefit of its estates and creditors.

GST TELECOM: Seeks Order For Sale of Assets
On July 14, 2000, the debtors, GST Telecom Inc., et al. filed a
motion for an order authorizing the proposed sale of
substantially all of the debtors' assets free and clear of liens,
claims and encumbrances and assumption and assignment of all or
substantially all of the debtors' executory contracts and
unexpired leases with the US Bankruptcy Court for the District of

A hearing on the motion has been scheduled before the Honorable
Gregory M. Sleet in Courtroom 4A at the US District Court, 844
North King Street, Wilmington, on August 25, 2000 at 10:00 AM at
which the debtors will seek entry of an order approving the
motion and the sale thereunder to the successful bidder or
bidders to emerge from the auction presently rescheduled for
August 22, 2000.

Shortly prior to the Petition Date, the debtors and Time Warner
Telecom,, Inc. entered into discussions regarding a sale of
substantially all of the debtors' assets to Time Warner as the
"stalking horse."  On June 12, 2000, with the support of the
Creditors' Committee, the debtors chose to allow the Letter
Agreement to lapse and instead proceed with an open auction
process without a stalking horse.

The debtors believe that the immediate consummation of a
transaction is the best way tat this time to preserve the
enterprise value of the debtors' assets and to maximize the value
of the debtors' assets for the benefit of all constituencies.

GULF STATES STEEL: Implementing Restructuring Program
Gulf States Steel, Inc. of Alabama is implementing a
restructuring program involving major cost reduction measures and
a revised capital spending plan.  As a first step, the company
has laid off 66 salaried and 55 hourly workers.  The plan is
intended to bring Gulf States Steel to a positive cash flow
position despite lingering weak prices for the company's steel
products.  The company indicates that additional cost reduction
measures are being evaluated and will be implemented in the near

In addition, Gulf States Steel has been advised that a decision
on its application for a federal guarantee under the Emergency
Steel Loan Guarantee Act of 1999 has been postponed for up to 45
days to enable the company to supplement and amend its guarantee
application. The application would not be acted upon by the
Emergency Steel Loan Guarantee Board for an additional 45 days
thereafter.  According to Bob Schaal, Chairman and CEO,
"We are pleased that the Guarantee Board allowed us the
opportunity to improve our application, but the delay and
uncertainty of the application process demonstrates the need to
take charge of our future today. We have to take immediate steps
to restructure the company and thereby maintain the support of
our customers and suppliers to assure our survival regardless of
the outcome of the guarantee application."

GULF STATES STEEL: No Action Taken on Loan Guarantee Application
Gulf States Steel, Inc. of Alabama has been advised by the
Executive Director of the Emergency Steel Loan Guarantee Board
that no action was taken on its application for a loan guarantee;
however, the company was informed that some of the other
applicants were being notified that their applications had been
approved.  The company has requested the opportunity
to submit additional information to the Board and is arranging to
meet with the Board's staff to answer any questions they might
have before a final decision is made.

In a separate development, the company's debtor-in-possession
lenders have agreed to a three-month extension of the maturity
date of their loans to September 30, 2000.  The extension is
conditioned upon the payment of certain fees and court approval.

INNOVATIVE CLINICAL SOLUTIONS: Commences Implementation of Plan
Innovative Clinical Solutions, Ltd. and its wholly owned
subsidiaries commenced the implementation of a plan to
restructure the company's existing $100 million 6.75% convertible
Debentures due 2003 by the filing of voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code. The
Plan provides that, subject to confirmation by the
bankruptcy  court, ICSL will cancel the Debentures and issue to
its Debentureholders new common stock representing 90% of the
company's issued and outstanding common stock. The company does
not expect that this process will have any negative impact on its
trade creditors, employees or vendors.

The Prepackaged Plan is the result of negotiations with
representatives holding a majority of the outstanding Debentures.  
The Prepackaged Plan was submitted to all Debentureholders for
their consent and, as of the voting  deadline of July 12, 2000,
the voting Debentureholders approved the Prepackaged Plan with
more than 92% in amount of the Debentures voted on the
Prepackaged Plan and 63% of the number of the Debentureholders
voting on the Prepackaged Plan.

The company indicates its purpose in filing bankruptcy is to
confirm the Prepackaged Plan and restructure the Debenture debt
obligations as equity so that the company can continue its plan
to reposition itself as a provider of diverse services supporting
the needs of the pharmaceutical and managed care industries.

Innovative Clinical Solutions, Ltd., headquartered in Providence,
Rhode Island, provides services that support the needs of the
pharmaceutical and managed care industries. The company
integrates its pharmaceutical services division with its provider
network management division to create innovative research
solutions for its customers. The company's services include
clinical and economic research and disease management, as well as
managed care functions for specialty and multi-specialty provider
networks including more than 5,000 providers and over 10 million
patients nationwide.  The company's components include ICSL
Clinical Studies, ICSL Healthcare Research and ICSL Network

INTEGRATED HEALTH: Seeks To Reject 14 Leases
The Debtors ask the Court for authorization to reject 14 leases
of non-residential real property, which together command rental
fees of $51,695 per month.

     Six of these leases are related to vacated premises:

    (1) Symphony Diagnostic Services #1, Inc. at Jacksonville,
    (2) Hospice of Integrated Health Servcies, Inc. at Minden,
    (3) Symphony Diagnostic Services #1, Inc. d/b/a Symphony
Mobilex at San Diego, California
    (4) Symphony Diagnostic Services #1, Inc. d/b/a Symphony
Mobilex (lease in name of American Mobile Health Systems) at
Glendale, Winsconsin
    (5) Integrated Health Services, Inc. at Naples, Florida
    (6) Horizon Healthcare Corp. d/b/a Horizon Hospice Care, Inc.
at Dallas, Texas

    One is related to premises to be vacated shortly:

    (7) Symphony Diagnostic Services #2, Inc. at Pinellas, Park,


     Five of the leases are related to vacated premises:

     (1) Qulaity Home Health Care, Inc. at Cairo, Georgia
     (2) Zeta Home Health Care, Inc. at Houma, Louisiana
     (3) Zeta Home Health Care, Inc. at Carrolton, Texas
     (4) Northeast Medical Equipment, Inc. at Niagra, Falls, New
     (5) PHI Medical Equipment, Inc. at Mesquite, Nevada

     Two are related to premises not yet vacated but are no
longer needed:

    (1) Theta Home Health Care, Inc. at Clanton, Alabama
    (2) Centennial Medical Equipment, Inc. at Los Alamitos,

LOTS A BAGELS: New World Completes Acquisition
New World Coffee-Manhattan Bagel, Inc. (Nasdaq: NWCI) announced
that it has acquired six company-owned stores operating under the
Lots 'A Bagels name in the Colorado Springs, Colo. market.  New
World intends to sell these stores to third parties as Manhattan
Bagel branded franchised locations.

The acquisition is expected to increase earnings immediately. All
of the former Lots 'A Bagels stores will use dough and cream
cheese produced in Manhattan Bagel's Eatontown, NJ factory and
coffee roasted at the New World plant in Branford, CT.

This latest acquisition follows New World's purchase in late May
of the leases and store operating assets of 17 company-owned New
York Bagel stores in Oklahoma and Kansas.  At that time, New
World also acquired Bank of America's lien rights to
substantially all of the remaining assets of New York Bagel
Enterprises, Inc. and its Lots 'A Bagels, Inc., affiliate, which
is also a Chapter 11 debtor.

In addition to the leases, store operating assets and lien
rights, New World in May also acquired all rights to the New York
Bagel tradename and trademarks, and may take ownership of New
York Bagel Enterprises, Inc.'s rights under its franchise
agreements with approximately 13 franchisees.

New World Coffee-Manhattan Bagel, Inc. currently franchises,
licenses or owns stores under its four brands in 28 states and
Washington, D.C. The Company is vertically integrated in bagel
dough and cream cheese manufacturing, and coffee roasting, with
plants in New Jersey, California and Connecticut.

MARINER: Health's Second Motion For Extension of Exclusivity
Mariner Health Group, Inc., and its 87 debtor-affiliates, in
their first motion for extension of exclusive periods, sought an
extension of the time for them to file a plan to September 14,
2000 and for the exclusive solicitation period to extend through
November 13, 2000. Judge Walrath granted an extension but only
for the period for filing a plan to be extended to July 18, 2000
and for the solicitation period to be extended to September 18,
2000. However, the court order also provided that if the DIP
Lenders agree, the period for filing a plan could be further
extended to September 18, 2000 and the solicitation period could
be further extended to November 20, 2000.

The Debtors could not, or could not yet, obtain any express
consent from the DIP Lenders for the further extension. They
turned to the Judge and asked for an extension of the periods to
September 18, 2000 and November 20, 2000, respectively.

The Debtors again cite the size and complexity of the cases as
justification. Moreover, they tell the Judge that they have made
good progress and have begun to focus their attention on
establishing claims analysis procedures for these cases. Until a
claims bar date is set and the Debtors have received all or the
majority of the proofs of claim which will be filed in their
cases, it is impossible for the Debtors to know the extent and
nature of claims against them, and thus what consideration
creditors could expect to receive under a plan, MHC tells Judge
Walrath. Therefore, the Debtors assert, they need additional time
to receive, review, and analyze the claims filed in the cases
before they can formulate and finalize the terms of a feasible
plan of reorganization.

Judge Walrath entertained the request in part, with two sets of
extension dates given, depending on the DIP Lenders' consent.

Upon the DIP Lenders' agreement, the Court authorizes the
extension of the Debtors' exclusive period to file plan(s) of
reorganization to August 18, 2000 and the period for the Debtors
to solicit acceptances will be extended to October 17, 2000.

If the DIP Lenders agree to further extension, then without the
need for further order of the court, the Debtors' exclusive
period to file a plan or plan(s) or reorganization will be
further extended through September 18, 2000 and the acceptance
solicitation period will be further extended through November 20,
2000. (Mariner Bankruptcy News Issue 7; Bankruptcy Creditors'
Service Inc.)

MESA AIR GROUP: Meeting Of Shareholders Set For August 9, 2000
The 2000 annual meeting of shareholders of Mesa Air Group, Inc.,
a Nevada corporation, will be held at the Phoenix Airport
Marriott, 1101 N. 44th Street, Phoenix, Arizona, on August 9,
2000, at 10:00 a.m., Arizona time, for the following purposes:

1. To elect nine (9) directors to serve for a one year term;

2. To ratify the selection of Deloitte & Touche L.L.P. as
independent auditors for the company;

3. To consider a proposal introduced by a shareholder to adopt
cumulative voting;

4. To consider a proposal introduced by a shareholder to sell or
merge Mesa Air; and

5. To transact any other business which properly comes before the
meeting.  Management is presently aware of no other business to
come before the meeting.

The Board of Directors has fixed the close of business on June
29, 2000, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting.

MULTICARE: Application To Employ and Retain KPMG LLP
The debtors, Multicare AMC, Inc. et al. seek court authority to
employ and retain KPMG LLP as restructuring consultants, auditors
and accountants to the debtors.

As restructuring consultants the firm will provide the following

Assist in the preparation and review of various reports or
filings as required by the Court, or the Office of the US Trustee
including, schedules and statements of financial affairs, monthly
operating reports and exhibits to various motions required
throughout the proceedings;

Assist in satisfying creditor information requests;

Assist in claims management and plan solicitation process,
including coordination with appointed claims and balloting agent;

Other financial consulting advice and assistance as may be
requested from time to time.

AS auditors and accountants, KPMG will continue to provide non-
restructuring tax, audit, and accounting services that it had
provided to the debtors prior to the Petition Date.

The debtors filed applications seeking to retain Willkie Farr &
Gallagher as bankruptcy Co-counsel, Young, Conaway, Stargatt &
Taylor as bankruptcy Co-counsel, Donaldson, Lufkin & Jenrette
securities Corporation as investment banking advisors.  In
addition, the debtors intend to file an application seeking to
retain Ernst & Young LLP and Ernst & Young Restructuring LLC as
financial advisors.  

The hourly rates payable to KPMG For services are currently as

Partners/Directors $375-$525
Senior Managers/Managers $250-$390
Senior/Staff Consultants $125-$250
Paraprofessional $85-$105

NEW WORLD BAGEL MANHATTAN COFFEE: Shareholders Report Holdings
Between them, Frank and Lydia E. LaGalia own 23,800 shares of the
common stock of New World Bagel Manhattan Coffee Inc. with sole
voting and dispositive power, and 583,100 shares with shared
voting and dispositive powers.  The aggregate total represents
5.26% of the outstanding common stock of the company.

23,800 shares are owned of record by Frank LaGalia. 582,600
shares are owned jointly by Frank and Lydia E. LaGalia for which
they have shared voting and dispositive power.  500 shares are
owned jointly by Frank Lagalia and John LaGalia for which they
have shared voting and dispositive power.

NEWCOR: EXX and Segal Own 15.1% of Stock
Newcor, Inc., on June 29, 2000, reported that EXX Inc and David
A. Segal, EXX's Chief Executive Officer and majority shareholder,
filed an amendment to their combined Schedule 13D disclosing that
EXX and Segal may be deemed to beneficially own 15.1% of Newcor,
Inc.'s common stock and acknowledging that such beneficial
ownership may trigger the "anti-takeover provisions of
Newcor's rights agreement".

Under the terms of Newcor's rights agreement, the acquisition of
15% or more of Newcor's common stock triggers a 10 business day
period leading to the "Distribution Date", the date after which
holders of Newcor common stock can exercise their rights under
the rights agreement. The Board of Directors of Newcor has
determined to extend the Distribution Date with respect to EXX
and all its affiliates and associates to August 4, 2000.
Similarly, Newcor's Board has extended its time to redeem the
rights to August 4, 2000.

According to EXX's public filings, EXX is a Las Vegas, Nevada-
based holding company engaged in the design, production and sale
of "impulse toys," watches, kites, electric motors and cable
pressurization equipment with net sales for the year ended
December 31, 1999 of $21.2 million.

Newcor is a manufacturer of precision machined components and
assemblies for the automotive, medium and heavy duty truck and
agricultural vehicle industries and is a manufacturer of custom
rubber and plastic products primarily for the automotive
industry. Newcor is also a supplier of standard and custom
machines and systems primarily for the automotive and
appliance industries.

RELIANCE GROUP: Talks With Leucadia Fail To Produce New Plan
According to a report in The Wall Street Journal on July 20,
2000, Reliance Group Holdings Inc., the insurance company
controlled by financier Saul Steinberg, announced that last-
minute talks failed to generate an alternative plan for Leucadia
National Corp. to buy Reliance.

Last week, the two companies announced that they had scrapped a
plan for Leucadia to buy Reliance in a $321.5 million stock-swap
agreement. The announcement came after Reliance was forced to
sell some of its most ratings- sensitive businesses to other
insurers and reinsurers in the wake of a financial-strength
ratings downgrade by A.M. Best Co., a ratings agency.

According to the article Reliance faces the repayment of more
than $500 million of bank and bond debt this year. The company
said it is "working with its financial advisors to develop a
comprehensive plan to restructure its outstanding indebtedness
and has begun preliminary discussions with its creditors and with
its regulators, whose cooperation will be essential for the
restructuring efforts to succeed."

Reliance was quoted as saying it is in discussions to sell
additional pieces of its business to unnamed parties.

SAFETY-KLEEN: Finalizes Debtor-in-Possession Financing
Safety-Kleen Corp. announced that the U.S. Bankruptcy Court in
Wilmington, Delaware, has approved the company's request for $100
million in debtor-in-possession (DIP) financing.  The court
approved an initial $40 million DIP financing in June.
"We are pleased that the court granted the full amount of our
request," said Safety-Kleen CEO David E. Thomas, Jr. "This is
another important step toward our goal of maintaining normal
business operations while we reorganize the company."  The court
also approved the sale of Safety-Kleen's 44 percent interest in
its subsidiary, SK Europe, Inc., to Electra European Fund LP, the
other principal shareholder in SK Europe, Inc. Additionally, the
court approved the sale of two parcels of land in Mojave, CA, and
Ann Arbor, MI. Safety-Kleen's proceeds from the sale of SK Europe
and the land parcels total approximately $18 million.

SCHEIN PHARMACEUTICAL: Watson Owns 77.8% of Stock
Watson Pharmaceuticals, Inc. beneficially owns 26,068,469 shares
of the common stock of Schein Pharmaceutical Inc., with  sole
voting and dispositive power, which holding represents 77.8% of
the outstanding common stock of Schein Pharmaceutical.

Watson is a pharmaceutical company primarily engaged in the
development, production, marketing and distribution of both
branded and off-patent pharmaceutical products. WS Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of
Watson, actually holds the shares of Schein common stock.  In a
tender offer by Watson for all of the outstanding shares of
Schein common stock, which commenced on June 6, 2000
and expired on July 3, 2000, Watson purchased 26,068,469 shares
of Schein common stock at a price of $19.50 per share. The funds
used for the purchase were a combination of cash and monies from
Societe Generale pursuant to a Credit Agreement, dated July 5,
2000 among Watson, SG Cowen Securities Corporation and Societe

In the merger, Schein will become a wholly owned subsidiary of
Watson and each share of Schein common stock will be converted
into the right to receive a faction of a share of Watson common
stock, $0.0033 par value per share, in accordance with the merger

On July 6, 2000, upon consummation of the tender offer, five
persons, constituting a majority of the directors of Schein,
resigned and were replaced by five Watson representatives. Upon
consummation of the merger, the Schein common stock will cease to
be quoted on any quotation system or exchange.

SITE TECHNOLOGIES: Court Enters Order Confirming Plan
By order of the US Bankruptcy Court, Northern District of
California, the Plan of Reorganization filed by the debtors, Site
Technologies, Inc. on April 25, 2000 was confirmed by the Court
on July 5, 2000.

SOGO CORP.: May sell Hong Kong site
Japanese department store giant Sogo Company said 17 July
that it is considering the sale of part or all of the
building that houses its Hong Kong department store.

Located at a busy corner of the Causeway Bay major shopping
precinct, the building could raise as much as $HK4 billion
($A885 million), according to business analysts. Any funds
raised would go towards Sogo's repayment of its 1.87
trillion yen debt.  At the same time, such a sale could
provide a spark to Hong Kong's property market, recovery of
which has dragged compared with the city's overall

SUNSHINE MINING: Notes Extended To July 21, 2000
Sunshine Mining and Refining Company (OTCBB:SSCF) announced that
its common stock was cleared for trading on the OTC Bulletin
Board with the symbol SSCF.

In addition, Sunshine announced that a meeting of the Noteholders
of the 8% Senior Exchangeable Notes of Sunshine Precious Metals
Inc. (the Eurobonds) was convened today.  At the meeting, a
motion was made and passed to further extend the maturity date
and interest payment date of the Eurobonds from July 14 to July
21, 2000.

The meeting has been adjourned until July 21, 2000. As previously
announced, Sunshine is continuing negotiations with the
Noteholders and holders of its other debt securities regarding a
comprehensive restructuring of the Company's balance sheet.

TRI VALLEY: Employees Gets Payroll
According to an article in Fresno Bee on July 14, 2000,
Bankruptcy Court Judge Edward D. Jellen authorized paychecks for
Tri Valley Growers employees, but pulled its reins on the $270
million financial package the co-op asks.  Tri Valley was
permitted by Judge Jellen to give out $5.8 million mostly for the
employees compensation.  About $200 million went out the door for
the last three years which pushed the 68-year-old processing firm
to file for Chapter 11.

UNITED COMPANIES FINANCIAL: Order Approving Disclosure Statement
On July 10, 2000, the US Bankruptcy Court for the District of
Delaware entered an order approving the Disclosure Statement
filed by United Companies Financial Corporation and certain of
its direct and indirect subsidiaries, as debtors as containing
adequate information within the meaning of the Bankruptcy Code.  
On July 10, 2000, the Court also approved the Disclosure
Statement filed by the statutory committee of equity security
holders, as containing adequate information within the meaning of
the Bankruptcy Code.

According to the debtor's plan, Bank Claims (Class 3), Senior
Note Claims (Class 4), General Unsecured Claims (Class 5),
Convenience Claims (Class 6) Subordinated Debenture Claims (Class
7), Subordinated Penalty Claims (Class 8), Pride Equity Interests
(Class 9) and Statutorily Subordinated Claims (Class 10A) and
United Companies Common Equity Interests (Class 10B) are impaired
and entitled to vote.

Pursuant to the Equity Committee's plan, holders of claims and
interests in Class 3, Class 6, Class 6A, Class 7, Class 8, Class
9A and Class 9B are impaired and entitled to vote.

The hearing on confirmation of both of the plans is scheduled for
August 15, 2000 at 9:30 AM, at the Bankruptcy Court, Marine
Midland Plaza, 824 North Market Street, Sixth Floor, Wilmington,

Any objection to confirmation of either of the plans must be
filed with the Clerk of the Bankruptcy Court (together with
notice to the attorneys for the debtors and Office of the US
Trustee, and attorneys for the Creditors' and Equity Committees)
no later than 4:00 PM Eastern Time on August 9, 2000.

The debtors' plan that a sale transaction or an alternative
residual sale transaction, as the case may be, has occurred by
the Effective Date.  A Sale Transaction is a sale by the debtors
to a third party or parties either of all of the Reorganized UC
Common Stock issued pursuant to the plan or all or substantially
all of the assets of the debtors or the reorganized debtors, as
the case may be.  All remaining assets will be liquidated and the
proceeds distributed pursuant to the plan.  The plan provides of
distribution of a combination of cash and/or litigation trust
interest to holder of claims entitled to distributions under the
Plan.  Litigation Trust Interests consist of 10,000,000
beneficial interests, to be evidenced by certificates, in the
Liquidation Trust which is a trust that will be responsible for
liquidating, through prosecution, settlement or other
disposition, those claims and causes of action of the debtors, if
any, arising from or related to the debtors' financial statement
and the accounting practices associated therewith.

Under the debtors' plan estimated recoveries of impaired classes
are as follows:

Class 3 - Bank Claims - 77.21%
Class 4 =- Senior Note Claims - 46/61%
Class 5 - General Unsecured Claims - 32%
Classes 7-21 - No recovery

Pursuant to the Disclosure Statement to accompany the plan of the
Committee of Equity Security Holders, the debtors will be
reorganized through the implementation of one or more third party
servicing or sub-servicing agreements pursuant to which the
debtors will contract with one or more independent third parties
to service the debtors' existing loan portfolio in order to
maximize the return of those assets for the benefit of creditors
and equity security holders.  The plan contemplates that the
funds generated from the debtors' loan portfolio, as well as cash
generated from the liquidation of the debtors' remaining assets,
and any cash generated by the pursuit of any claims or causes of
action of the estates will be distributed to creditors and equity
security holders.  

The plan contemplates the appointment of a plan administrator to
monitor the performance of any third party services, receive all
loan proceeds collected, liquidate the remaining assets of the
debtors' estates and wind down the affairs of the reorganized
debtor after satisfaction of all terms, conditions and
obligations of the plan.

The estimated percentage of recovery pursuant to the plan for
impaired classes are as follows:

Class 3 - Unsecured Claims - 100%
Class 4 - Borrower Litigation Claims - 100%
Class 5 - Convenience Claims - 100%
Class 6A/6B - Subordinated Debenture Claims and Lending
Subordinated Debenture Claims - 100%
Class 7 - Subordinated Penalty Claims - 100%
Class 8 - Pride Equity Interests $27.48 per share
Class 9A - Statutorily Subordinat4ed Claims - $13,656,774 -
distributed pro rata between holders of Statutorily Subordinated
Class 9B - United Companies Common Equity Interests - $13.74 per
Classes 10-20 - No distribution.

VALLETTA/MALTA: Moody's Rates Two Largest Players
The stable rating outlook for the D+ Bank Financial Strength
ratings of the two largest players -- Bank of Valletta (BOV) and
HSBC Bank Malta (HBM) -- in the Maltese banking system rests on
their strong domestic franchise and well-diversified operations,
says Moody's Investors Service in its annual report on the
Maltese banking system.

These two institutions dominate the Maltese banking sector with a
combined market share of more than 90% of total banking assets.
They face no real threats from the two smaller banks that
comprise the remainder of the market.

"At the same time, our ratings reflect the significant
deterioration in asset quality and sharp increase in non-
performing loans that the banking system has experienced because
of the slowdown in economic growth in recent years," says
Constantinos Pittalis, a Moody's AVP/analyst and author of the

Pittalis expects to see more problem loans in the near future in
spite of an apparent pickup in economic activity. Malta's
corporate sector faces a variety of structural challenges posed
by EU accession, a major goal of Malta's current government.
Pittalis believes the changes brought on by EU
accession could pressure the Maltese banks, although not enough
to change Moody's stable outlook in the near term.

The analyst also points out that, in the case of HBM, the
increase in non-performing loans is partly the result of stricter
standards put into place at the bank following its purchase by
HSBC last year. Hence, the deterioration in asset quality is not
as sudden as the figures suggest.

"Rating downgrades, should they occur, will depend more on the
severity of asset quality deterioration, as well as on the banks'
ability to maintain or even improve their earnings power, which
is now being pressured by declining interest rate margins,"
comments Pittalis.

Moody's bank deposit ratings for BOV and HBM are set at Malta's
A3/Prime-2 country currency ceiling for foreign bank deposits,
reflecting a high degree of implicit financial support from
controlling shareholders and the government. This support is a
rating positive, and is based on BOV and HBM's overwhelming
importance to the Maltese financial system.

Malta, however, faces its own set of ratings challenges. A
negative outlook was assigned to the A3/P-2 country ceilings for
foreign debt and deposits in February 1999.

"We are concerned about Malta's sizeable fiscal and external
deficits and growing public debt, along with the relative lack of
diversification in the economy generally and in its foreign
exchange earnings base in particular," says Elisabeth Jackson-
Moore, managing director for Moody's Limassol, Cyprus,

Despite the fact that the current government's economic program
has narrowed the fiscal deficit and aims to reduce it further
with the proceeds from sales of several state-owned enterprises,
Jackson-Moore believes that the fiscal deficit will likely remain
large for the next few years.

The authorities hope that sales of state assets will improve
economic efficiency as well as reduce the growth of public sector
debt. However, domestic political opposition will likely mobilize
against both structural reform and the government's EU accession
plans, throwing the smooth implementation of these initiatives
into doubt.

"Should the progress of reform be interrupted and macroeconomic
balances persist in the long term, the negative outlook on
Malta's ratings could progress to a review for downgrade in
Malta's debt and bank deposit ceilings as well as BOV's and HBM's
deposit ratings," the report concludes.

VANALCO:  Seeks Low Cost Power
Bonneville Power Administration is asking a federal court to turn
down Vanalco's plea to get cheap electricity elsewhere.  Due to
the sudden increase of electricity bills, Vanalco decided to
close four operations of its five potlines and dismissed 450
people last June. The company administration told the 9th U.S.
Circuit Court of Appeals that they might be bankrupt unless they
find a new source for low cost power supply.  A private energy
consultant who works with the company, Noel Shelton said, a
ruling is expected, and Vanalco already searches for other power
sources in hopes of staying in business.  Vanalco asked the 9th
Circuit in San Francisco to grant an emergency court order for
BPA to sell it cheap power.

Bond pricing for week of July 17, 2000
DLS Capital Partners

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                   13 - 16(f)
Advantica 11 1/4 '08                    67 - 69
Asia Pulp & Paper 11 3/4 '05            67 - 69
Conseco 9 '06                           66 - 68
E & S Holdings 10 3/8 '06               37 - 40
Fruit of the Loom 6 1/2 '03             50 - 52(f)
Genesis Health 9 3/4 '05                10 - 12(f)
Globalstar 11 1/4 '04                   29 - 31
GST Telecom 13 1/4 '07                  50 - 53(f)
Iridium 14 '05                           4 - 5(f)
Loewen 7.20 '03                         33 - 35(f)
Paging Network 10 1/8 '07               42 - 44(f)
Pathmark 11 5/8 '02                     33 - 35(f)
Revlon 8 5/8 '08                        51 - 53
Service Merchandise 9 '04                7 - 9(f)
Trump Atlantic 11 1/4 '06               71 - 73
TWA 11 3/8 '06                          35 - 37


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
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Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
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Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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