---

T R O U B L E D   C O M P A N Y   R E P O R T E R

   Tuesday, July 25, 2000, Vol. 4, No. 144

                   Headlines

AMERICAN AIRCARRIERS:  Civiletto Next To Go
APPONLINE.COM:  Seeks Bankruptcy Protection
AUREAL, INC: Stipulation Re: Order Establishing Sale Procedures
CLOVERLAND MANUFACTURING: Temporarily Closes Operations
COMPUTER ASSOCIATES: Posts Weak Results

CORAM RESOURCE: Seeks Order Extending Use of Cash Collateral
CRIIMI MAE: Settles With Citicorp/Salomon Smith Barney
CYANOTECH: Annual Meeting Will be Held On August 24, 2000
DAEWOO CORP: Creditors To Meet Again on Reorganization
DAEWOO GROUP: May Have $20.7B in Unreported Bad Assets

DAEWOO GROUP: Audit Finds False Accounting; Probe Extended
DAEWOO MOTOR: Ford Europe Intends To Help Lift W. Europe Sales
FIRST ALLIANCE: Cleared For Deal with Ocwen
FORCENERGY: Forest Oil and Forcenergy Merge
FRONTIER INSURANCE:  SolutionsAmerica Acquires OneStop.com

HEDSTROM HOLDINGS: Committee Objects To Credit Amendment
INNOVATIVE CLINICAL SOLUTIONS: PwC Resigns as Accountants
INTEGRATED HEALTH: Settlement With ILC/SLC Over Fees
LACLEDE STEEL: Higbee Named President and CEO
LOEHMANN'S: Second Amended Disclosure Statement

MARINER: First Motion to Extend Time to Assume/Reject Leases
MAXICARE HEALTH PLANS: Heartland and Nasgovitz Report Holdings
MONET GROUP: Memorandum in Support of Sale of Assets
SAFETY-KLEEN: Motion for Approval of $100mm DIP Financing
SILVER CINEMAS: Committee Taps Morris, Nichols as Co-Counsel

SYBASE: Oppenheimer Funds Reports Beneficial Ownership
SYSTEM SOFTWARE: Motion To Extend Time to Assume/Reject Leases
TOWER AIR: Trustee Seeks Authority To Employ Accountants
TOYSMART: Buyer Must Abide By Terms of Web Site Privacy Policy
VANALCO:  Court Turns Down Plea

Meetings, Conferences and Seminars
                   
                   *********

AMERICAN AIRCARRIERS:  Civiletto Next To Go
-------------------------------------------
A company spokesman for American Aircarriers Support Inc.
revealed that, President Joe Civiletto's departure is already
under discussion, according to an article from The Charlotte
Observer.  The ailing aircraft maintenance company has already
cut-off 12 percent of its manpower downsizing it to 500.  
Civiletto began working as president and COO as of February of
1999.


APPONLINE.COM:  Seeks Bankruptcy Protection
-------------------------------------------
According to the Denver Business Journal, online mortgage bank,
AppOnline.com filed for bankruptcy protection under Chapter 11.  
Aside from the ongoing investigation of Island Mortgage which
forced the bankruptcy filing, its license got revoked after bad
checks were given out to customers. American Stock Exchange
halted trading in AppOnline stock (AMEX: AOP) last July 5, after
New York Department of Banking announced the suspension of Island
Mortgage.  Deputy superintendent, Richard L. Ehli reported that
companies and mortgage regulators complained about the checks
issued, which had been stopped.


AUREAL, INC: Stipulation Re: Order Establishing Sale Procedures
-----------------------------------------------------------------
On June 29, 2000, the court considered the debtor's motion for an
order establishing certain procedures for the proposed sale of
certain of the debotr's assets to Guillemot.  Certain changes
were made to the letter of intent, at the court's request, and
Guillemot agreed to the changes provided that its break up fee
was increased to 4% of the purchase price ($320,000).  The
debtor, Guillemot Corporation, the official creditor's committee
and Oaktree Capital Management, the debtor's principal secured
creditor entered into a stipulation with respect to the changes
to the letter of intent and the increased bread-up fee.


CLOVERLAND MANUFACTURING: Temporarily Closes Operations
-------------------------------------------------------
Cloverland Manufacturing temporarily shut down its operations
because of inadequate cash. Cloverland, a company that rebuilds
automobile engines, is undergoing reorganization after filing for
bankruptcy last month.

David Mileski, chief executive, said that the bankruptcy filing
protected Cloverland from creditors but created uncertainty for
customers. He stated "This made our warehouse distributor
customers very nervous, and, combined with a slower selling
season, orders plummeted."


Cloverland is having talks with its employees in order to know
how they would go about the resumption of operations even with
just limited orders. According to Mileski, "There are few options
left and all depend on reactions of our customers.".


COMPUTER ASSOCIATES: Posts Weak Results
---------------------------------------
According to an article in The Wall Street Journal on Friday July
21, 2000, Computer Associates International Inc. said income
before  amortization charges and special items plunged by 69% on
slow 4.6% revenue growth in its fiscal first quarter ended June
30.

The weak results were in line with the big software maker's July
4 warnings that caused its stock to fall 44% in the next few
days.

The company said net income for the quarter was $23 million, or
four cents a diluted share, compared with a loss of $432 million,
or 80 cents a share, a year earlier. Revenue was $1.28 billion,
compared with $1.22 billion.

In a conference call with analysts, President Sanjay Kumar said
the downturn reflected a decrease in sales of mainframe software,
but executives said they believe CA is "well-positioned
fundamentally," and forecast 10% growth in the current quarter
and higher growth in the rest of the year. He said he expects
second-quarter per-share earnings to be "in the high 50s"
compared with 75 cents a year earlier.

Mr. Kumar said revenue from mainframe customers fell by 11% to
$442 million, while distributed systems rose by only 15% to $684
million. He said a number of large customers whom CA had expected
to sign new license deals for their mainframe software hadn't
closed their purchases at the end of the quarter. He said one
source of disruption was word from International Business
Machines Corp. that it was planning to change the way it rents
mainframe software, which could lead other companies to change
pricing as well.

The latest quarter results include a special gain of $184 million
from repayment of part of an executive stock award after a court
ruling, a $31 million write-off related to a reseller's
bankruptcy reorganization and a $242 million amortization charge
of goodwill from acquisitions.


CORAM RESOURCE: Seeks Order Extending Use of Cash Collateral
------------------------------------------------------------
The debtors, Coram Resource Network, Inc. and Coram Independent
Practice Association, Inc. seek entry of an order extending the
debtors' authority to use cash collateral through and including
August 30, 2000.  A hearing on the motion will be held before the
Honorable Mary F. Walrath, US Bankruptcy Court, Marine Midland
Plaza, 6th Floor, 824 Market St., Wilmington, DE on August 1,
2000 at 2:00 PM.

Without the ability to use cash collateral, the debtors claim
that they will suffer immediate irreparable harm and will be
unable to satisfy necessary and ongoing expenses including, but
not limited to, current wages, benefits to employees, insurance
and other necessary expenses relating to the wind-down of the
debtors' operations, including the reconciliation of provider
claims and payor receivables.  The debtors have already made
significant progress towards the orderly wind-down of their
operations during the initial wind-down period of these Chapter
11 cases.


CRIIMI MAE: Settles With Citicorp/Salomon Smith Barney
------------------------------------------------------
On July 21, 2000, CRIIMI MAE Inc. (the "Company") (NYSE: CMM) and
Salomon Smith Barney Inc., Citicorp Real Estate, Inc. and
Citicorp Securities, Inc. (collectively, "SSB") reached a
settlement regarding the treatment of SSB's claims under the
Company's Third Amended Joint Plan of Reorganization (the
"Plan").  This accord resolves SSB's objection to CRIIMI MAE's
proposed Second Amended Disclosure Statement (the "Disclosure
Statement") and will result in the dismissal of all outstanding
litigation between the parties.

Also on July 21, 2000, CRIIMI MAE filed with the United States
Bankruptcy Court for the District of Maryland, Greenbelt
Division, its modifications to the Plan, the  Disclosure
Statement and exhibits thereto.  These modifications reflect,
among other matters, the agreement reached among the Company and
SSB.

The Bankruptcy Court is expected to schedule a confirmation
hearing on the Plan in the very near future.

The agreement with SSB provides for the satisfaction of all SSB
claims through the payment of:  (a) principal and interest due in
connection with certain financings provided by SSB relating to
the bonds designated CMCMBS 1998-1 (CMO-IV) (Classes F through J
and IO), MCFI 1998-MC1 (Classes H through M) and MCFI 1998-MC2
(Classes F through K); (b) outstanding principal, interest
and expenses due in connection with a loan provided by Citicorp
Real Estate, Inc. to a Company subsidiary; and (c) $4,000,000 in
cash for all remaining claims of SSB.  The payment to SSB will
come from the proceeds of the sale or refinance of the referenced
bonds.  SSB has agreed to cooperate in connection with the sale
of these bonds.

The modified Plan and Disclosure Statement including the term
sheet with SSB will be filed as exhibits to a Current Report on
Form 8-K with the Securities and Exchange Commission (the "SEC").

Since filing for protection under Chapter 11 of the U.S.
Bankruptcy Code on October 5, 1998, CRIIMI MAE has suspended its
loan origination, loan securitization and CMBS acquisition
businesses.  The Company continues to own a substantial portfolio
of subordinated CMBS and, through its servicing affiliate, acts
as a servicer for commercial mortgage loans.


CYANOTECH: Annual Meeting Will be Held On August 24, 2000
---------------------------------------------------------
The annual meeting of stockholders of Cyanotech Corporation will
be held on Thursday, August 24, 2000 at 7:00 P.M., local time, at
the Ala Moana Hotel, 410 Atkinson Drive,  Honolulu, Hawaii, for
the following purposes:

1. To elect five directors to serve until the next annual
meeting or until their successors are elected, by vote of holders
of common stock and Series C Preferred Stock;

2. To ratify the selection of KPMG LLP as the company's
independent auditors for the fiscal year ending March 31, 2001;
and

3. To transact any other business which properly comes before the
meeting.

The Board of Directors has fixed the close of business on June
26, 2000 as the record date for stockholders entitled to notice
of and to vote at the meeting.


DAEWOO CORP: Creditors to meet again on reorganization
------------------------------------------------------
Daewoo Corp. creditors will meet again to approve a plan
that would break the company into three units to help bail
out the most-indebted affiliate of Korea's near-bankrupt
Daewoo Group.

Creditors from 64 financial institutions, excluding 12
investment trust companies, are scheduled to meet at 5 p.m.
local time to try to approve the spin-off and debt-for-
equity swap proposals for the Daewoo unit, Hanvit Bank
said. Hanvit Bank is chairing the reorganization of Daewoo
Corp.

For Daewoo Group, whose affiliates include one the world's
largest shipyards and the nation's No. 2 automaker, keeping
Daewoo Corp. afloat is key to the survival of most of the
units if they are to be sold to allow creditors to recover
their money.

Daewoo Group now owes some $80 billion after declaring a
year ago it was unable to repay its debts.  Creditors
failed to approve the reorganization plan due to strong
opposition from Korea Asset Management Corp., a state-run
agency that holds 27.7 percent of Daewoo Corp.'s debt, as
well as other lenders such as Seoul Guarantee Insurance Co.
and Korea Exchange Bank. Kamco is in charge of cleaning up
bad debts in the banking system.

In the reorganization proposal, Daewoo Corp. is to be spun
off into three separate companies -- trading, construction
and a holding firm in charge of selling bad debt -- from
September.  With the spin-off, creditors were planning to
swap 375.8 billion won ($338 million) of debt for equity in
the trading unit and 727.5 billion won in the construction
company.

The trading unit was to have assets of 3.81 trillion won
and 3.35 trillion won in debts after the reorganization,
while the construction company would take over 5.94
trillion won of assets and 5.07 trillion won of debt.
The holding firm was to have 3.11 trillion won in assets
and 20.72 trillion won in debt.

Creditors had agreed in February to write off as much as 85
percent of Daewoo Corp.'s loans in a move to help speed up
the ailing firm's asset sales.  Daewoo Corp. shares rose 20
won, or 4.4 percent, to 470.  (Bloomberg  21-July-2000)

DAEWOO GROUP: May have $20.7B in unreported bad assets
------------------------------------------------------
Ailing Daewoo Group has 23 trillion won ($20.7 billion)
worth of unreported bad assets on its books, the Chosun
Ilbo reported, quoting an unidentified senior official at
the Financial Supervisory Service.

Daewoo's net worth fell 42.9 trillion won short of total
assets, after subtracting debt and other liabilities; of
that, 23 trillion won was manipulated and undisclosed, the
paper said. FSS plans to seek prosecution of to 26 former
Daewoo managers, including founder Kim Woo Choong, for
manipulating the books, it said.

Daewoo Group, once the nation's second-largest
conglomerate, is being divided up and sold off in units to
help repay its debts, estimated to be at least $80 billion.
(Bloomberg  21-July-2000)


DAEWOO GROUP: Audit finds false accounting; probe extended
----------------------------------------------------------
Daewoo Group auditors found evidence of further false
accounting at the tottering industrial concern, prompting
an extension of a review of its accounts, Korea's Financial
Supervisory Service said.

FSS officials declined to confirm a report in the Chosun
Ilbo today that auditors had found 23 trillion won ($21
billion) out of total assets of 80 to 90 trillion won were
manipulated and undisclosed. The figure is "incorrect"
though could be higher or lower depending on the result of
the audit, the governor of the FSS, Lee Yong Keun, said.
Still, "we have found plenty of false accounting at Daewoo,
but there are some areas remaining where we need more time
to investigate," said Lee Sung Hee, head of the audit team
at the FSS that is reviewing the group.

Daewoo Group, once the nation's second-largest
conglomerate, is being divided up and sold off to help
repay its debts, estimated to be at least $80 billion.
The review of its finances will be extended by a month till
the end of August, Lee said. FSS will take "appropriate"
measures once those responsible for the false accounting
are identified.

The FSS will seek prosecution of up to 26 former Daewoo
managers, including founder Kim Woo Choong, for
manipulating the books, the Chosun Ilbo said in its report.
"We have asked Daewoo founder Kim Woo Choong's cooperation
in the due diligence but have not received an answer yet,"
Lee said.

Daewoo Group declared a year ago it was unable to repay its
debts. Its Korean creditors early this month decided to
extend the timetable to buy out $4.3 billion of debt from
the near-bankrupt group's foreign lenders by three weeks.
The foreign creditors' steering committee agreed in January
to sell Daewoo's unsecured debt for an average 40 percent
of face value. The lenders will also receive warrants
allowing them a chance to profit from any recovery of
Daewoo.

The foreign debt buyout is part of Korea's efforts to keep
Daewoo Group in business, while the foundering group tries
to sell its assets and units to help repay its debt.
Local creditors will start paying for the foreign debt on
August 8, and the transfer will be completed by September.
Once Korean creditors purchase the foreign debt owed by the
group's key units -- Daewoo Corp., Daewoo Heavy Industries,
Daewoo Motor Co., Daewoo Electronics Co. and Daewoo Telecom
Co., Korea Asset Management Co, a state-run agency, will
buy the bad debt to help improve cash flows at Korean
banks.

Ford Motor Co. last month won the right to negotiate
exclusively for the purchase of Daewoo Motor, Korea's No. 2
automaker, after offering to pay $6.9 billion.
Creditors of flagship Daewoo Corp. are to meet today to
approve a plan that would break the company into three
units to help bail out the most-indebted affiliate of
Daewoo Group.

Daewoo Corp.'s shares closed unchanged at 450 won today.
Its shares have fallen 8.2 percent this year against a 24
percent decline in the main Kospi index. (Bloomberg  21-
July-2000)


DAEWOO MOTOR: Ford Europe Intends To Help Lift W. Europe Sales
--------------------------------------------------------------
According to an article in The Wall Street Journal on July 24,
2000, Ford Motor Co., negotiating to acquire insolvent Daewoo
Motor Co., plans to give the South Korean auto firm a lift in
Western Europe if a takeover is agreed.

Ford has won exclusive rights to negotiate for bankrupt Daewoo
Motor, beating out rivals including General Motors Corp. with an
estimated $7 billion offer. It is now in the due-diligence phase
of the talks, examining the South Korean concern's accounts and
business plan.

The European Ford boss said an increasing number of consumers
in Europe are opting for low-priced new cars rather than buying
used vehicles and that mid-range cars are increasingly coming
under pressure from luxury makers like Bayerische Motoren Werke
AG and DaimlerChrysler AG's Mercedes-Benz.

Last year Daewoo had 28% of the market in Poland and made the
second and third most-popular cars, the Matiz and Lanos. Daewoo
had nearly 20% of the market in the five nation area of the Czech
Republic, Hungary, Poland, Slovakia and Slovenia. Ford, on the
other hand, had only about 5% of the market in those nations.


FIRST ALLIANCE: Cleared For Deal with Ocwen
-------------------------------------------
According to a report in The American Banker on July 24, 2000,
First Alliance Corp said that its subsidiary, First Alliance
Mortgage Co, has been authorized to sell a portfolio of servicing
rights on $700 million of subprime mortgages to Ocwen Federal
Bank, a unit of Ocwen Financial Corp.  The sale was approved July
14 by US Bankruptcy Court for the Central District of California,
in Santa Ana. First Alliance said the Ocwen unit agreed to pay
111% of the outstanding balance of the loans, or $78 million The
deal is expected to close July 31.

First Alliance said the deal lets its quit the business of
servicing loans for others.

The company was the target of a host of lawsuits accusing it of
deceptive sales practices and the subject of investigative news
stories in The New York Times and broadcast on ABC News in mid-
March. It filed for Chapter 11 bankruptcy protection on March 23.


FORCENERGY: Forest Oil and Forcenergy Merge
-------------------------------------------
Forest Oil Corporation and Forcenergy Inc. have merged creating
one of the ten largest independent exploration and production
companies in the U.S. The combined company, which will be called
Forest Oil Corporation and will be headquartered in Denver,
Colorado, provides its shareholders with an attractive balance of
production and high impact exploration both domestically and
internationally. The merger is expected to be treated as a
tax-free reorganization and to be accounted for as a pooling of
interests. The proposed merger is expected to be immediately
accretive on a per-share basis to cash flow, production and
reserves.

Under the agreement, which was unanimously approved by each
company's board of directors, Forcenergy common shareholders will
receive 1.6 Forest common shares for each Forcenergy common share
they own. Forest will also exchange its common stock for
Forcenergy's outstanding preferred stock. After closing, Forest
shareholders will hold approximately 56 percent of the
combined company and Forcenergy shareholders approximately 44
percent. Forest expects to effect a 2 to 1 reverse split
concurrently with the completion of the merger.

The pro forma company will initially have approximately 48
million shares outstanding with a market capitalization over $1.5
billion, based on Forest's closing price of $16.00 per share on
July 7, 2000. Based on this closing price, the transaction has an
implied value to Forcenergy's common shareholders of $25.60 per
share, representing a 21 percent premium to Forcenergy's closing
price of $21.19 per common share on July 7, 2000.

Shareholders representing approximately 67 percent of Forcenergy
and approximately 37 percent of Forest have agreed to vote their
shares in favor of the merger. The transaction is subject to
approval by shareholders of both companies and to customary
regulatory approval.

Robert S. Boswell will continue in his role as Chairman and Chief
Executive Officer of Forest. Richard G. (Gus) Zepernick, Jr. is
to be named President and Chief Operating Officer of Forest. Two
members of Forcenergy's Board of Directors, Forrest E. Hoglund
and Stephen A. Kaplan, will join the Forest board for a total of
12 directors.

Robert S. Boswell comments, "This combination meets Forest's
criteria of strategic fit. It places the company in one of North
America's highest potential frontier exploration areas in Alaska
with an established platform for expansion.  It significantly
increases the company's position in the Gulf of Mexico where
Forest has historically achieved its highest rates of return and
it will enable the company to capture additional opportunities as
well as cost savings.  The increased cash flow from the
combination will enable the company to better fund its growing
portfolio of high impact exploration and development
opportunities. We are obviously quite enthused
about the potential value that ill be created for our
shareholders by the transaction. We are also quite pleased to
welcome the new Forcenergy employees to the company and in
particular, Gus Zepernick, who will join the new Forest as
President and Chief Operating Officer from his position of Chief
Executive Officer at Forcenergy after a distinguished career at
Ocean Energy, Inc."

Gus Zepernick stated, "The combined companies will have a much
stronger balance sheet that will allow us to exploit a large
inventory of lower risk exploitation and high impact exploration
projects. The stronger prospect inventory, balance sheet and
technical talent will enable the combined companies to deliver
consistent shareholder return."


FRONTIER INSURANCE:  SolutionsAmerica Acquires OneStop.com
----------------------------------------------------------
Frontier Insurance Group announced the acquisition of its
subsidiary by California-based SolutionsAmerica, according to
dbusiness.com in Atlanta.  The Los Angeles firm bought
OneStop.com for Frontier to provide insurance and financial
assistance to its clients.  All employees of OneStop were sent
home following the conditions of the acquisition.  After shutting
down its site for several weeks, its headquarters will now be
transferred to Los Angeles.  And aside from the other nine sites,
it will also open others, such as DentistOneStop.com,
SalonsOneStop.com, SeniorLivingOnestop.com and VetOneStop.com,
which are scheduled to return online on Aug. 1.


HEDSTROM HOLDINGS: Committee Objects To Credit Amendment
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Hedstrom
Holdings, Inc., et al. object to the first amendment to the
credit agreement among the debtors, Backyard Products, Ltd, Amav
Industries Ltd and Credit Suisse First Boston.

The Committee states that the amendment that the debtors and the
post-petition lenders support expands the lien of the post
petition lenders on property of Backyard products to all of
Backyard Products' assets.  The Committee objects to the
expansion of the liens.  Not only were these assets unencumbered
by the post petition credit agreement, but also the prepetition
lenders did not have a lien on any of Backyard Product's assets
for their prepetition loans.  Since these assets are unencumbered
by the liens granted to the pre and post petition lenders and are
therefore available, in one form or another, to satisfy the
claims of unsecured creditors of the debtors, particularly since
Backyard Products is purportedly a solvent, income producing
wholly-owned, direct subsidiary of Hedstrom Corporation, the
Committee objects to the amendment.

The Committee also states that the amendment is not authorized by
the Final DIP  Order, since the granting of additional liens to
the Post petition lenders is clearly a "material modification" of
the post petition credit agreement.

"While the Final DIP Order contemplated an amendment of the post
petition credit agreement through the addition of financial
covenants, absolutely no authority was granted for making
material, substantive revisions to the terms upon which the DIP  
loans were granted, that is the granting of additional liens to
secure the DIP loans."

This is, according to the committee, nothing but a bold attempt
by the post petition lenders to grab additional collateral to the
detriment of the debtors' unsecured creditors - which should not
be permitted.


INNOVATIVE CLINICAL SOLUTIONS: PwC Resigns as Accountants
---------------------------------------------------------
On June 20, 2000, Innovative Clinical Solutions, Ltd. was
informed by its independent accountants, PricewaterhouseCoopers
LLP, that PwC was resigning as independent accountants of the
company effective on the date of the notice.

Neither the Board of Directors nor the Audit Committee of the
company's Board of Directors has taken any action with respect to
PwC's resignation.

The report of PwC on the company's financial statements for the
fiscal year ending January 31, 2000 contained a going concern
opinion.  Except for such going concern opinion, the reports of
PwC on the company's financial statements for the past two fiscal
years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

In connection with the audits of the company's financial
statements for the two most recent fiscal years ended January 31,
1999 and January 31, 2000, and through June 20, 2000, Innovative
reports there were no disagreements with PwC on any matters of
accounting principles or practices, financial statement
disclosure or auditing scope or procedures which, if not resolved
to the satisfaction of PwC, would have caused PwC to make
reference to the matter in their report on the financial
statements for such years.


INTEGRATED HEALTH: Settlement With ILC/SLC Over Fees
-----------------------------------------------------
On June 1, 1 996, the IHS Entities and the ILC/SLC Entities
agreed to divide each of three healthcare facilities into two
parts: a Skilled Nursing Facility to be retained by IHS, and an
Assisted Living Facility to be conveyed to the ILC/SLC Entities,
sharing various services, including food preparation and
landscaping.

The division was to be accomplished by converting the buildings
into condominiums. Pursuant to the conversion and conveyance, the
IHS Entities and ILC/SLC Entities entered into three Shared
Services Agreements, all dated June 1, 1996:

    -- the Treemont Services Agreement between Integrated Living
Communities of Dallas, Inc. and Cambridge Group of Texas, Inc.

   -- the Vintage Services Agreement between Integrated Living
Communities of Denton (Texas), Inc. and Integrated Health
Services at Great Bend, Inc.

   -- the West Palm Beach Services Agreement between Integrated
Living Communities of West Palm Beach, Inc. and Central Park
Lodges of West Palm Beach, Inc.

A dispute arose between the IHS Entities and the ILC/SLC Entities
over reciprocal obligations. The ILC/SLC Entities failed to make
certain payment for services under the Agreements and argue that
this is because the IHS Entities did not perform the requisite
services. The fees at issue totaled approximately $2,200,133, as
of Dccemher 31, 1999, and the disputed amount was approximately
$172,735 over certain landscaping fees.

To resolve their dispute, the IHS Entities and the ILC/SLC
Entities enter into a Settlement Agreement under which:

(1)  The ILC/SLC Entities will pay $2,027,378 which represented
all monies owed less the disputed amount into an escrow account,
in full settlement of all fees owed as of March 31, 2000,
together with interests, legal fees, real estate taxes, upon
approval of the settlement by the court;

(2)  In return the IHS Entities agreed to forego all landscaping
fees from January 1, 2000, to assume the Shared Services
Agreements, and to permit the ILC/SLC Entities to cancel the
Shared Services Agreements, without cause, upon 12 months notice,
and to increase the term of the Shared Services Agreements to 21
years;

(3)  The Shared Services Agreements would he amended effective
January 1, 2000:

     (a)  IHS shall discontinue landscaping services and related
charges;

     (b)  Real estate taxes shall be apportioned between the lHS
Entities and the ILC/SLC Entities;

     (c)  All amounts due by one party to the other under the
Shared Services Agreements shall he offset by amounts owed by the
other party;

     (d)  The term of the Shared Services Agreements shall
increase from 1 year to 7 yeais, with three 7 year renewals at
the option of the ILC/SLC Entities.

     (e)  The ILC/SLC Entities shall provide the IHS Entities
with 12 months notice of any intent to terminate the Shared
Services Agreements.

     (f)  The right of IHS to terminate the Shared Services
Agreements without cause is eliminated.

     (g)  Each Shared Services Agreement shall be cross-defaulted
with all other Shared Services Agreements and with the Sublease
obligations of the ILC/SLC Entities.

     (h)  The IHS Entities shall cooperate with the ILC/SLC
Entities in converting the Subleases into direct leases to the
ILC/SLC Entities from the owner Litchfield Investment Co.
provided:

           (i)   The Owner and its lender release all IHS
Entities from all obligations relating to the Sublease-
overleases;

           (ii)  The ILC/SLC Entities will pay to the IHS
Entities the monthly Sublease premium of approximately $10,300
per month through the earlier of the ILC/SLC Entity's (a)
purchase of the applicable facility, (b) termination of facility
lease, and (c) September 1, 2022.

          (iii)  The IHS Entities shall retain the rights to the
purchase option deposits as provided in Sublease-overleases.

          (iv)   The IHS Entities must assume the Subleases.

          (v)    If the ILC/SLC Entities exercise the first
renewal option under the Subleases, then the IHS Entities must
assume the Sublcase-overleases.

          (vi)   Each Sublease shall he cross defaulted with all
other  Subleases.

The Debtors submit that the Settlement Agreement is equitable,
well reasoned, in the best interests of the Debtors and their
creditors, and therefore, should be approved by the Court.
(Integrated Health Bankruptcy News - Issue 6; Bankruptcy
Creditors' Service Inc.)


LACLEDE STEEL: Higbee Named President and CEO
---------------------------------------------
Laclede Steel reports to the SEC that David A. Higbee has been
named President and Chief Executive Office of Laclede Steel
Company.  Mr. Higbee previously worked for 34 years for the
former Armco, Inc., which is now AK Steel, serving in various
management positions, most recently as President of Sawhill
Tubular.  Higbee retired from AK Steel in January 2000.

Laclede Steel Company and its subsidiaries manufacture carbon and
alloy steel products including hot rolled bar products, wire
products, pipe products, and welded chain.  Laclede operates
facilities in Illinois, Indiana, Missouri, Pennsylvania and
Oregon.


LOEHMANN'S: Second Amended Disclosure Statement
-----------------------------------------------
The following estimates are provided in the second amended
disclosure statement of Loehmann's Inc., debtor.

Class 1 - Other Priority Claims - Unimpaired
Class 2 - Other Secured Claims - Unimpaired
Class 3 - DIP Financing Claims - Unimpaired
Class 4 - Convenience Claims - Impaired - Estimated Claim Amount:
$245,000  Estimated Recovery: 50%
Class 5 - General Unsecured Claims - Impaired - Estimated Claim
Amount: $140.9 mm Estimated Recovery: 53%
Class 6 - Equity Interests - Impaired - No distribution


MARINER: First Motion to Extend Time to Assume/Reject Leases
------------------------------------------------------------
In addition to authorizing an extension of time for MPAN to
assume or reject nonresidential real property leases through the
earlier of September 18, 2000 and the date of confirmation of a
plan, Judge Walrath previously entertained the request that, with
respect to unexpired leases under which Studer/Morton is the
lessor, the deadline for assumption or rejection was extended to
the earlier of June 16, 2000, and the date of confirmation of a
Plan, as previously agreed between MPAN and Studer/Morton.

Subsequent to that, Studer/Morton Companies, Inc. and MPAN agree
that the time within which the Debtors may assume or reject the
Studer/Morton nonresidential real property leases be extended to
the earlier of August 15, 2000 and the date of confirmation of a
plan. (Mariner Bankruptcy News Issue 7 - Bankruptcy Creditors'
Service Inc.)


MAXICARE HEALTH PLANS: Heartland and Nasgovitz Report Holdings
--------------------------------------------------------------
Heartland Advisors, Inc. and William J. Nasgovitz are now holding
less than five percent interest in the common stock of Maxicare
Health Plans Inc.  Heartland holds sole dispositive power over
136,900 shares and Mr. Nasgovitz holds sole voting power over the
same number.  The 136,900 shares represents 0.8% of the
outstanding common stock of the company.


MONET GROUP: Memorandum in Support of Sale of Assets
----------------------------------------------------
The Monet Group, Inc., et al., debtors, filed a memorandum of law
in support of its amended motion for an order authorizing and
approving an asset purchase agreement and authorizing the sale of
assets of the debtors.

According to the debtor, the Official Committee of Unsecured
Creditors object to the sale by the debtors of substantially all
of their assets to Monet Acquisition Corp. or to any other bidder
by attempting to portray this sale effort as a manipulation and
exploitation of the bankruptcy process for the sole benefit of
the debtors' Secured Lender Group.  The debtors state that
nothing could be farther from the truth.

The debtors state that Monet Acquisition should be viewed as the
"white knight" that rescued the debtors from a certain shutdown
of all operations and termination of the jobs of more than 900
employees.

The committee contends that the sale benefits the secured
creditors exclusively.  According to the debtors, this simply is
not true.  The debtors and the Committee have determined that the
liens of the secured lender group may not be perfected as against
certain of the debtors' European and domestic assets.  The
proposed sale order preserves for the estates and the Committee
the future determination of entitlement to an allocable share of
the proceeds of sale by reserving the parties' rights to have
this allocation issue determined at a later date, with the
Secured Lenders agreeing to provide for such allocation from the
proceeds of sale.

The debtor also states that this transaction does not constitute
a de facto plan.  The debtor states that there is no disparate
treatment afforded creditors, the sale does not dictate
improperly the terms of the debtors' plan, nor does it require
creditors to vote in a particular manner.

And finally, the debtor states that the court need not make a
factual determination of the nature of the purported lease
transaction between the debtors and HP prior to approval of a
sale.  HP is not prejudiced by the uncertainty with respect to
the characterization of its purported leases.  The debtors only
intend to sell those assets to which they hold title.  To the
extent that the purported HP leases are a financing transaction,
then, if the court approves the sale, HP lien will attach to the
consideration of the sale.  If they are determined to be true
leases, and are rejected, then HP will be entitled to file
rejection damages claim.  Or if assumed and assigned to a
purchaser, cure amounts will be paid.

The debtors request that the court overrule all objections to the
sale motion, and grant the relief requested in the sale motion.


SAFETY-KLEEN: Motion for Approval of $100mm DIP Financing
---------------------------------------------------------
The Official Committee of Unsecured Creditors learned that the
Debtors have no plan to draw on the DIP Facility until September
at the earliest, and they want to talk with the Debtors and the
DIP Lenders about certain provisions contained in the agreement
before the Court puts its final stamp of approval on the
financing pact and gives the DIP Lenders virtual control
of the Debtors' chapter 11 restructuring.

The Committee is concerned that Toronto Dominion is strong-arming
the Debtors and attempting to obtain far more than "adequate
protection" of its liens.  Because the DIP Facility proposes to
encumber previously unencumbered assets, the Committee suspects
that the DIP Lenders are attempting to obtain "more than adequate
protection."  Specifically, the Committee objects to the DIP
Lenders obtaining new liens on:

      * proceeds from recoveries on account of third-party causes
of action brought by the Debtors' Estates;

      * the Debtors' $20,000,000 fleet of vehicles;

      * all of the Debtors' leasehold interests; and

      * new guarantees by Ecogard, Inc., SK Services (East), L.C.
        and SK Services, L.C.

The DIP Facility, the Committee contends, provides little benefit
to the Debtors and numerous provisions put the fate of the
Debtors and their unsecured creditors in the hands of TD.  The
Committee is not convinced that the proposed trade-off for use of
Cash Collateral and DIP financing such as this confers
significant benefit to unsecured creditors.  Rather, the
Committee sees that the DIP facility primarily serves TD by
preserving the going concern value of the Lenders' prepetition
collateral.

The Committee says that it will need more than 90 days, granted
under the Interim DIP Financing Order, to review the Lenders'
prepetition liens for issues such as due execution, perfection
and authorization and the underlying obligations for other
challenges.

The Court is sensitive to the Committee's fears and concerns.  
The Court also recognizes that the Debtors must have on-going
access to adequate working capital.  Accordingly, Judge Walsh
ruled that:

      (A) the Debtors may continue to use the Prepetition
Lenders' cash collateral;  

      (B) the Prepetition Lenders will be granted replacement
liens to secure all amounts borrowed after the Petition Date and
to adequately protect the Lenders' security interests;

      (C) the Debtors have authority to borrow up to $100,000,000
from the DIP Lenders on terms and conditions that will be
reflected in a final DIP Financing Order that is acceptable to
the Debtors, the Committee and the DIP Lenders.  

                                 *   *   *

      WILMINGTON, Delaware -- July 19, 2000 -- Safety-Kleen Corp.
today 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."
(Safety-Kleen Bankruptcy News Issue 5; Bankruptcy Creditors'
Service Inc.)


SILVER CINEMAS: Committee Taps Morris, Nichols as Co-Counsel
------------------------------------------------------------
The official Committee of Unsecured Creditors seeks authority to
employ and retain the firm of Morris, Nichols, Arsht & Tunnell as
co-counsel for the committee.

The hourly rates of the attorneys working on the case range from
$180 per hour to $340 per hour.


SYBASE: Oppenheimer Funds Reports Beneficial Ownership
------------------------------------------------------
Oppenheimer Funds, Inc. reports beneficial ownership of
14,857,800 shares of the common stock of Sybase Inc., with shared
dispositive power, representing 16.58% of the outstanding common
stock of the company while Oppenheimer Global Growth and Income
Fund beneficially owns  7,000,000 shares.  The latter may
exercise sole voting & shared dispositive powers over the
7,000,000 shares, amounting to  7.81% of the outstanding common
stock of Sybase Inc.


SYSTEM SOFTWARE: Motion To Extend Time to Assume/Reject Leases
--------------------------------------------------------------
The debtor, System Software Associates, Inc. seeks a court order
extending the time to assume and assign or reject unexpired
leases of nonresidential real property.  The debtor seeks an
additional extension of time to assume and assign or reject its
Tokyo lease until September 1, 2000, as well as an
additional extension of time to assume and assign or reject its
Golden Valley, Minnesota lease until August 14, 2000.

Since filing the petition for relief, the debtor's management
team and the professionals assisting the debtor, as well as the
management and professionals of Gores Technology Group, the
proposed purchaser of the debtor's assets, have devoted
considerable attention toward the management of
the debtor's business and the impending sale of the debtor's
assets.  The debtor is not yet in a position to determine whether
the remaining leased premises are necessary and for what period
of time the leased premises might be necessary.

The debtor believes that the relief requested will facilitate the
sale of its assets and minimize administrative expenses of doing
so, thereby benefiting the estate, creditors and other parties in
interest.

The debtor reserves all rights to assume and assign or reject any
or all of the leases prior to the expiration of the extension
periods requested in the motion.


TOWER AIR: Trustee Seeks Authority To Employ Accountants
--------------------------------------------------------
Charles A. Stanziale, Jr., the Chapter 11 Trustee in the case of
Tower Air, Inc. seeks court authority to employ and retain
Schneider & Ciccone, as accountants for the Chapter 11 Trustee.  
The Trustee seeks to retain the firm in preparing monthly
operating reports as well as conducting various types of
forensic accounting investigations regarding Tower's operations.


TOYSMART: Buyer Must Abide By Terms of Web Site Privacy Policy
--------------------------------------------------------------
According to an article in The Record (Bergen County, NJ) on
July 22, 2000, owners of defunct Toysmart.com can sell its
customer list, but only if the buyer abides by the terms of the
Web site's privacy policy, the Federal Trade Commission said
Friday in announcing a settlement with the e-company.

In a complaint filed earlier this month in U.S. District Court in
Boston, the FTC said Toysmart's proposed sale of its customer
list violated its own assurances to customers that their
registered information would "never be shared with a third
party."

"Customer data collected under a privacy agreement should not be
auctioned off to the highest bidder," Jodie Bernstein, director
of the FTC's Bureau of Consumer Protection, said Friday.

Toysmart attorney Harry Murphy called the settlement "a fair
balancing of the needs of creditors with the needs of the
customers,  protecting the confidentiality of their information."

The educational toy company, majority-owned by Walt Disney Co.,
closed in May and filed for Chapter 11 bankruptcy protection in
June, soliciting bids for its assets that include about 250,000
customer names, addresses, and credit card numbers.

The FTC voted 3-2 that the list may be sold together with the
rest of the Web site, but only to a buyer in a related market who
agrees to abide by Toysmart's privacy policy. The agreement also
settles new charges filed Friday alleging that Toysmart collected
personal information from children under the age of 13 without
parental consent. A court must approve the agreement after a
bankruptcy sale is completed next week.

Privacy advocates feared the sales could encourage a wave of
other failing dot.coms to abandon privacy assurances in return
for cash, since customer lists can often be among the most
valuable assets failed Internet retailers can sell off.

Under Friday's settlement, the Waltham, Mass.-based Toysmart is
prohibited from selling the customer list as a "stand-alone"
asset.

The list may be sold only in a package that includes the entire
Web site and only to a "qualified buyer" in a related market.

The buyer also must abide by the terms of Toysmart's posted
privacy  statement. If the buyer wants to change the policy, it
must tell consumers and obtain their consent, the FTC said.

The agreement also settles new charges filed Friday alleging that
Toysmart collected personal information from children under the
age of 13 without parental consent.

If the U.S. Bankruptcy Court in Boston doesn't find an approved
buyer, Toysmart 1 must destroy the consumer information, the FTC
said.


VANALCO:  Court Turns Down Plea
-------------------------------
Vanalco's request to get cheap electricity elsewhere got turned
down flat by a federal court in San Francisco, The Columbian
(Vancouver 7/18/00) reports.  Vanalco needs to find other means
of having power after BPA refused to sell cheap power.  The
company has already shut down a fifth of its Vancouver firm and
sent home 450 employees.  The company is close to declaring
bankruptcy and reportedly is losing $ 142,000 each day.


Meetings, Conferences and Seminars
----------------------------------
July 21-24, 2000
   National Association of Chapter 13 Trustees
      Annual Seminar
         Adams Mark Hotel, St. Louis, Missouri
            Contact: 1-800-445-8629 or info@nactt.com

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The TCR subscription rate is $575 for six months delivered via
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                 * * * End of Transmission * * *