TCR_Public/000726.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Wednesday, July 26, 2000, Vol. 4, No. 145


AEI RESOURCES,INC.: Moody's Lowers Ratings; Negative Outlook
AUTOMATA INT'L: Commencement of Chapter 11 Case
BALLANTYNE OF OMAHA: Reports Second Quarter Results
BIG PARTY: Commencement of Chapter 11 Case; Meeting of Creditors
CAPITOL COMMUNITIES: Subsidiary Files Voluntary Chapter 11

CERPLEX: To Sell Repair Sites and Call Center
COMPLETE WELLNESS: Experiencing Financial Difficulty
CONTIFINANCIAL CORP: Settles Major Creditors Payment Dispute
CREDITRUST: Investors Sue Officers and Directors
DAEWOO: Creditors Accept Buyout Offer

EAGLE GEOPHYSICAL: Entry of Confirmation Order
FLORIDA POWER & LIGHT: Announces Settlement of Disputed Contracts
FREDERICKS OF HOLLYWOOD: Trying To Renegotiate $55mm Debt
GENEVA STEEL: Hearing on Approval of Disclosure Statement
GLOBAL TISSUE: Got a Bid from American Tissue

HARNISCHFEGER: Amended Motion To Amendment to DIP Financing
INFORMATION MANAGEMENT: Announces Filing Chapter 11
INTEGRATED HEALTH: VTA Agrees With Flushing Manor On Fee Payment
LOCUS DIRECT: Files for Liquidation
MARINER: Application To Employ Cap Gemini Ernst Young

MAXICARE HEALTH: Announces Letter of Intent With TriZetto Group
MONET GROUP: Notice of Bar Date
MONEYSWORTH & BEST: Regulator Issues Cease Trade Order
NATIONAL ENERGY: Confirmed Joint Plan of Reorganization
NUMBER NINE VISUAL: Entry of Order Confirming Plan

PAGENET:  Files Chapter 11 to Expedite Arch Merger
PAGENET INC: Case Summary and 20 Largest Unsecured Creditors
PREMIER LASER: Order Denies Motion For Management Retention Plan
PREMIER LASER: Order Denies Motion For Authority To Invest Funds
PREMIER LASER: Order Grants Retention of Magnum Group

RCG LIQUIDATION: Confirmation of Plan
SAFETY-KLEEN: Motion To Sell 44% Interest in SK Europe to Electra
TITANIUM METALS:  Reports 2Q Loss of $108.8MM
TRI-VALLEY: US Cling Peaches Cost More Than Greek Version
VISTA EYECARE: Hearing With Respect to Extension of Exclusivity


AEI RESOURCES,INC.: Moody's Lowers Ratings; Negative Outlook
Moody's Investors Service lowered its ratings for AEI Resources,
Inc.(AEI). The rating outlook is negative. The primary reasons
for Moody's downgrades are AEI's need to replace in fairly short
order a significant portion of its performance bonds securing
reclamation and workers' compensation commitments, its continuing
tight liquidity, its sizable near-term debt amortization, and the
potential for impaired recovery of principal in the event the
company must restructure its debt. This completes Moody's review
of AEI, which was placed under review for possible
downgrade on November 24, 1999.

The following ratings were downgraded:
$816 million senior secured credit facility, to Caa2 from B3
$200 million of 10.5% senior unsecured notes due 2005, to Ca from
$150 million of 11.5% senior subordinated notes due 2006, to C
from Ca
senior implied rating to Caa3 from Caa1
senior unsecured issuer rating to Ca from Caa2

In the last two months, AEI was able to reach an agreement with
its bank lenders whereby it remedied several covenant violations
and improved its liquidity position, gaining immediate access to
$25 million of its revolver and deferring $93 million of
principal payments. However, it also learned that its primary
surety provider, Frontier Insurance Company, had been downgraded
by A.M. Best and is no longer an acceptable bonding organization
for many of AEI's reclamation, workers' compensation, and other
performance commitments. AEI had $677 million in outstanding
bonds with Frontier in May 2000.

Not all of the existing Frontier bonds must be replaced
immediately (unless Frontier files bankruptcy). In most states,
including Kentucky and West Virginia, where the majority of AEI's
operations are located, it appears that existing reclamation
bonds with Frontier will not have to be replaced.  But Frontier
cannot be used to provide performance bonds for new mine
permits and renewal of workers' compensation bonds. Indiana,
Tennessee, and federal agencies (such as the BLM, which has
jurisdiction over AEI's Bowie Mine in Colorado) are requiring
that all existing Frontier bonds for these locales be replaced,
generally within 90 days. Moody's estimates that AEI will have to
replace or obtain new bonds totaling $140-160 million over the
next 90 days, and as much as $240 million within 12 months.

As AEI's auditors noted in a "going concern" opinion in AEI's
recently-filed 1999 10K, AEI may not be able to obtain new or
replacement bonds and may not have the resources to meet
collateral requirements to fund such bonds. Any solution to the
bonding problem will most likely require the cooperation of AEI's
bank group and subject bank lenders to additional risk, hence the
need to downgrade all of AEI's ratings.

Even if AEI successfully replaces its performance bonds, Moody's
believes that liquidity constraints and an onerous debt
amortization schedule will require AEI to restructure its debt
and/or sell significant assets within the next two years. AEI's
liquidity is a modest $25 million. Amortization of AEI's debt,
which is predominantly bank debt, picks up sharply in 2001.
Moody's ratings do not anticipate full recovery of principal in
the event AEI's debt is restructured. Investors are reminded that
the consideration paid for the assets AEI acquired over the last
two years totals about $1 billion, net of subsequent asset
dispositions. Some of the acquired properties have been idled. On
March 31, 2000, the company had debt and capital leases of $1,327
million and employee benefit, reclamation and mine closure
liabilities of $957 million. Its stockholders' deficit was $322

Operationally, AEI is performing reasonably well. Rationalization
of its mines has shaved costs without affecting production. Its
operating cash flow has been affected by lower coal prices and
higher fuel costs, but remains close to levels Moody's had
anticipated the company achieving upon the conclusion of the
Cyprus Amax and Zeigler acquisitions, approximately $240 million
per year in EBITDA. However, interest expense keeps rising on
AEI's floating rate debt and could total $160 million this year,
and Moody's expects capex to run between $50 and $75 million a
year, leaving very little cash flow for debt reduction.

AUTOMATA INT'L: Commencement of Chapter 11 Case
On June 23, 2000, the debtors, Automata International Inc. filed  
a voluntary petition for relief under Chapter 11.  A meeting of
creditors will take place on August 11, at 11:30 PM , 844 King
Street, Room 2313, Wilmington.

Attorneys to the debtor are:
Paul Traub
Steven E. Fox
Traub Bonacqusit & Fox LLP
655 Third Avenue
New York, NY

Laura Davis Jones
Bruice Grohsgal
Christopher J. Lhulier
Pachulski Stang Ziehl Young & Jones PC
PO Box 8705
Wilmington, DE

BALLANTYNE OF OMAHA: Reports Second Quarter Results
Ballantyne of Omaha, Inc. (NYSE: BTN), a leading manufacturer of
motion picture projection and specialty lighting equipment, today
reported results for the second quarter and six-month period
ended June 30, 2000.

Net revenue in the second quarter of 2000 was $15,298,514,
compared to $ 21,303,110 in the second quarter of 1999. The
Company reported a net loss of $ 669,963, or $0.05 per diluted
share, compared to net income of $1,823,192, or $ 0.14 per
diluted share, in the 1999 second quarter. Per share results are
based on a weighted average number of diluted shares outstanding
of 12,461,187 and 13,218,712 for the second quarters of 2000 and
1999, respectively.

The net loss reflects a pre-tax reserve of approximately $500,000
taken for the default in repayment of a term loan made by the
Company in June 1999, which was due on June 24, 2000. The Company
intends to vigorously pursue collection of the defaulted loan and
believes the borrower possesses sufficient assets to repay this
debt. On July 5, 2000, Ballantyne filed suit in the District
Court of Douglas County, Nebraska to recover the funds due to the
Company. However, the Company cannot predict the outcome of the
events with any reasonable degree of certainty and, accordingly,
has recorded the reserve.

Commenting on the results John P. Wilmers, President and Chief
Executive Officer of Ballantyne stated, "Despite an 18% increase
in export sales during the quarter and a 24% increase year-to-
date, slower new theater construction activity in North America,
our largest market, continued to impact revenues and
profitability in the second quarter. We continue to implement
changes to bring expenses in line with revenues and are
cultivating new opportunities to further increase exports through
joint ventures or alliances. Additionally, we will continue to
seek out new markets for our lighting products, such as the
$800,000 contract we secured to provide NASA with Xenon
searchlights for the Kennedy Space Center in Florida, and explore
new avenues to more fully utilize our manufacturing resources in

Net revenue for the first six months of 2000 was $27,148,100,
compared to $ 41,500,130 in the first six months of 1999.
Reflecting pre-tax charges totaling approximately $1,000,000 in
the first half of 2000, the Company reported a net loss of
$1,478,902, or $0.12 per diluted share, compared to net income of
$ 3,659,744, or $0.28 per diluted share, in the first half of
1999. Per share results are based on a weighted average number of
diluted shares outstanding of 12,460,255 and 13,268,561 for the
first halves of 2000 and 1999, respectively.

Ballantyne of Omaha is the leading U.S. supplier of commercial
motion picture projection equipment utilized by major theater
chains including AMC, Loews Cineplex and Regal Cinemas, and
specialty projection equipment used by location-based
entertainment providers such as The Walt Disney Co., Universal
Studios and others. Ballantyne also manufactures, rents and
leases specialty entertainment lighting products used at top
arenas, television and motion picture production studios, theme
parks and architectural sites around the world.

BIG PARTY: Commencement of Chapter 11 Case; Meeting of Creditors
On June 23, 2000, the debtor, The Big Party Corporation, filed a
voluntary petition for relief under Chapter 11.  The meeting of
crediotrs will be held on august 11,2000 at 1:30 PM, 844 King
Street, Room 2313, Wilmington.

Attorneys to the debtor are:
Paul Traub
Steven E. Fox
Traub Bonacqusit & Fox LLP
655 Third Avenue
New York, NY

Laura Davis Jones
Bruice Grohsgal
Christopher J. Lhulier
Pachulski Stang Ziehl Young & Jones PC
PO Box 8705
Wilmington, DE

CAPITOL COMMUNITIES: Subsidiary Files Voluntary Chapter 11
Capitol Communities Corporation (OTC Bulletin Board: CPCY)
announced its wholly owned subsidiary, Capitol Development of
Arkansas, Inc., has filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code.  The petition
was filed in the United States Bankruptcy Court for the Eastern
District of Arkansas, Little Rock Division.  The filing will
allow the company to operate while Capitol seeks approval of a
plan of reorganization.

Capitol had announced on July 16, 2000 that its planned sale of
1,000 acres of land in Maumelle, Arkansas to MACANUSA, Inc. had
been delayed and that it was seeking another buyer for the land.  
The cash proceeds from the MACANUSA sale were to be applied to
senior debt that is presently secured by the property, including
payment of the Settlement Agreement with Nathaniel S. Shapo,
Director of Insurance of the State of Illinois, as Liquidator of
Resure Inc., the present note holder and mortgagee on 701 acres
of the land. With the sale being delayed, the Resure Liquidator
was unwilling to postpone a foreclosure hearing scheduled
for Monday, July 24, 2000 on the 701 acre portion of the
property, wherein he was seeking a judgment for approximately
$6,000,000, an amount that is about $ 2,000,000 greater than the
settlement amount.  "This filing was necessary to preserve the
equity in the property so that a reasonable sale can be effected
that will pay off all of our creditors, not just this one
mortgage holder," said Michael G. Todd, president of Capitol.
Capitol had requested the Resure Liquidator to postpone the
hearing when it advised the Resure Liquidator that it was
negotiating with a new buyer for the property.  Capitol was
advised that the request would be approved only if Capitol would
sign a Consent Order for the full foreclosure amount.  "The
Consent Order would be most detrimental to our other creditors
and shareholders.  This filing will permit us to pursue an
equitable sale transaction without the added burden of the
foreclosure action by the Resure Liquidator," said Todd.

In a separate development, Capitol announced it had completed a
sale of 32.16 acres of land which adjoins the newly developed
subdivision of Osage Falls and is zoned for residential
development.  The company disclosed the sale price to be
approximately $707,520.  Terms of sale were $250,000 cash at the
closing and a 90 day wrap mortgage for the $457,520 balance.
Approximately $120,000 of the cash proceeds were applied to the
senior mortgage secured by the sold property.  When the wrap
mortgage is paid, $300,000 of it will be paid to First Arkansas
Valley Bank as a release price. When that is paid, Capitol's
remaining obligation to the Bank will be $995,000 secured by
approximately 288 acres of Maumelle land.

CERPLEX: To Sell Repair Sites and Call Center
The Cerplex Group, Inc. (OTC Bulletin Board: CPLX) announced on
July 21, 2000 that its wholly-owned subsidiary, Cerplex, Inc.,
has entered into a definitive agreement to sell selected elements
of its repair business to Teleplan Holdings USA, Inc.

Specifically, Cerplex intends to sell to Teleplan its Louisville,
Kentucky, Tewksbury, Massachusetts and Livermore, California
repair centers and its Irvine based Technical Support Call
Center.  As a part of the transaction, it is expected that
approximately 250 employees located in these four facilities will
be retained by Teleplan, giving them a total of eight locations
and more than 750 employees in the United States.

The Cerplex Group, Inc. also announced that it had filed a
response consenting to the involuntary Chapter 11 bankruptcy
petition filed against it on June 20, 2000.  As a condition of
Closing, the agreement with Teleplan is subject to approval by
the U.S. Bankruptcy Court for the District of Delaware.
If approved, the proceeds of the sale are expected to be used to
pay part of Cerplex's secured debt.

Following the proposed transaction with Teleplan, Cerplex will
maintain its headquarters and B2B E-commerce parts operation in
Irvine, CA and a parts and repair facility in Enfield, United
Kingdom.  The Company's primary product, The PartSmart Network,
is an Internet based exchange dedicated to the procurement
needs of computer and networking equipment service organizations
and their suppliers.

Teleplan Holdings USA, Inc. is a subsidiary of Teleplan
International N.V., Veldhoven, The Netherlands.  Founded in 1983,
Teleplan International is a leading post-sales repair and
logistics services provider for the IT hardware industry.  
Teleplan has 32 service centers in 15 European countries, the
United States, Canada and Malaysia and employs up to 2,600
people. Teleplan is a public company that is traded on the German
Neuer Markt.

COMPLETE WELLNESS: Experiencing Financial Difficulty
Complete Wellness Centers, Inc. (Nasdaq: CMWL CMWLW) announced on
July 21, 2000 that it is undercapitalized and is experiencing
operating cash flow difficulties that have caused the Company to
be unable to meet its obligations or to achieve its business plan
objectives. The three predominant reasons for its current
financial condition are a withdrawn SB-2 public offering in
January of this year due to internal underwriter issues, a failed
merger and financing deal with Dr. Corporation, a
privately held Internet company, at the end of May, and the
Company's inability to attract new investors or underwriters to
infuse new capital.  These attempts to recapitalize the Company
were unsuccessful due to problems stemming from the two and a
half year ongoing federal investigation, failed acquisitions,
accumulated debt and accounts payable, and the cash flow drain of
its clinic business model, all items initiated under the prior

Joe Raymond, CEO, said, "The Company has cleaned up many of the
obstacles and has developed a sound business plan but the past
problems continue to make it difficult to execute.  The Company
is exploring options to bring closure to the past problems
including negotiations with creditors.  If these negotiations
are unsuccessful the company may have to contemplate
reorganization through a bankruptcy proceeding. If these
negotiations are successful, the Company will be able to take
advantage of funding opportunities.  The Company has been
extremely frustrated since it believes the healthcare industry
needs their solutions."

The Company currently faces the prospect of delisting if it can
not execute its restructuring plan satisfactory to meet NASDAQ
requirements. Complete Wellness Centers, Inc. is a nationwide
organization that endeavors to provide member healthcare
practices with administrative, developmental, financial and
practice management consulting assistance, as well as to provide
consumers access to traditional and alternative health
information, products and services.  Inquiries may be directed to
Joe Raymond at 407-673-3073 or at

CONTIFINANCIAL CORP: Settles Major Creditors Payment Dispute
A bankruptcy court granted the settlement between Contifinancial
Corp.'s bank group and a committee of noteholders about a dispute
on interest payments prior to its Chapter 11 filing.  

CREDITRUST: Investors Sue Officers and Directors
On July 14, 2000, an investor represented by the law firm of
Berger & Montague, P.C., filed a class action complaint in the
United States District Court for the District of Maryland on
behalf of all persons who purchased the common stock of
Creditrust Corporation (Nasdaq: CRDT, CRDTQ) during the period
of July 29, 1998 through March 31, 2000 (the "Class Period").

Creditrust Corporation ("Creditrust"), which recently filed a
voluntary petition for protection from creditors under Chapter 11
of the Bankruptcy Code, purchases non-performing credit card
debt, securitizes its portfolio of loans, and attempts to collect
on that debt.  The plaintiff-investor alleges that defendants,
certain officers and director of Creditrust, caused Creditrust to
manipulate Creditrust's estimated recovery amounts on its bad
debt receivables. The result of that manipulation was the
inflation of Creditrust's revenue and pre-tax earnings by at
least $4.9 million for the fiscal year 1999 alone.  As a result,
the plaintiff alleges, the stock price of Creditrust was
artificially inflated during the Class Period, causing the
plaintiff, and others who purchased Creditrust stock during the
Class Period to suffer damages.  Moreover, one defendant sold
over 500,000 shares of his personal holdings during the Class
Period, reaping over $18 million in proceeds while the price of
Creditrust stock was artificially inflated. Plaintiff seeks to
recover damages on behalf of all purchasers of Creditrust common
stock during the Class Period (the "Class").

If you are a member of the Class described above, you may, no
later than September 12, 2000 move the Court to serve as lead
plaintiff of the Class, if you so choose.  In order to serve as
lead plaintiff, however, you must meet certain legal

DAEWOO: Creditors Accept Buyout Offer
According to an article in The Wall Street Journal on July 25,
2000, a sufficient number of foreign creditors have agreed to
accept a cash buyout offer on about $4.3 billion in unsecured
foreign debt of South Korea's Daewoo Group for the offer to take
effect, an official of the country's Financial Supervisory
Commission said.

"More than 90% of the foreign creditors have approved the buyout
program," the official said.

The deadline for creditors to join the buyout was Friday. The
buyout plans offer varying recovery rates on the unsecured
foreign debts of Daewoo Corp., Daewoo Heavy Industries, Daewoo
Electronics and Daewoo Motor. A small amount of foreign debt owed
by Daewoo Telecom was also covered by the plan, but no minimum
acceptance threshold was required for the company's debt.

EAGLE GEOPHYSICAL: Entry of Confirmation Order
On June 28, 2000, the US Bankruptcy Court for the District of
Delaware entered an order confirming the debtors' first amended
joint plan of reorganization.

The Effective Date of the First Amended Joint Plan of
Reorganization occurred on July 10, 2000.

FLORIDA POWER & LIGHT: Announces Settlement of Disputed Contracts
Florida Power & Light Company announced that it has entered into
a conditional settlement agreement that would resolve all of the
litigation involving the Okeelanta and Osceola co-generation
power plants located in Palm Beach County and save FPL's
customers hundreds of millions of dollars.

The litigation, which dates back to January 1997, began when a
dispute arose between FPL and the owners of the plants as to
whether the plants had accomplished commercial operation by the
date specified in the 30-year power purchase agreements
obligating FPL to purchase the output of the plants.  FPL
filed a petition in a Florida circuit court for a declaratory
judgment that FPL had no further obligation under the agreements,
and shortly thereafter the owners of the plants filed for
bankruptcy protection.

Under the terms of the settlement, which is subject to approval
by the bankruptcy court and the Florida Public Service
Commission, the trustee for the holders of $288.5 million of tax
exempt bonds that financed the construction of the plants would
receive $222.5 million plus some security deposits to be
distributed as directed by the bankruptcy court, and the power
purchase agreements would be terminated.  FPL estimates the net
present value of the savings to its customers from the settlement
versus the payments that would have been due under the power
purchase agreements to be in excess of $350 million.

Florida Power & Light Company is the principal subsidiary of FPL
Group, Inc. (NYSE: FPL), one of the nation's largest providers of
electricity-related services with annual revenues of more than $6
billion.  The company serves 3.8 million customer accounts in
Florida.  FPL Energy, LLC, FPL Group's U.S. and international
energy-generating subsidiary, is a leader in producing
electricity from clean and renewable fuels.  Additional
information is available on the Internet at , , and .

FREDERICKS OF HOLLYWOOD: Trying To Renegotiate $55mm Debt
According to a report in Sunday Business, July 21, 2000, two
weeks after its sale by Knightsbridge Capital, Fredericks of
Hollywood went bust.

Wilshire, the turnaround group that bought Fredericks, said debt-
rescheduling negotiations with its bankers, led by Frances Credit
Agricole Indosuez, had failed, forcing it to seek court
protection under the familiar Chapter 11 clause in Americas
bankruptcy-restructuring laws.

The groups 200 US stores, which have been trying to shed their
tawdry reputation, will thus be unaffected by the bankruptcy
while the parties renegotiate Fredericks $ 55m debt, a result of  
a heavily leveraged buy-out against the brand by Knightsbridge
three years ago.

But documents filed by the new owners, who paid an undisclosed
sum for the chain, suggest the heavy debt payments were not
entirely responsible for the bankruptcy noting a litany of
apparent management mistakes, including $ 3m wasted on
unproductive marketing consultants and $ 9m spent developing
products later rejected by customers.

Fredericks lawyers go on to suggest that $ 30m of that debt,
which it terms allegedly secured, went not to the company's
operations but to shareholders and leveraged buy-out expenses.
Attorney Michael Tuchin, who says that Wilshire is investigating
possible fraudulent transfer of the loan, says most of $ 32m lent
by Indosuez to finance the $ 68m buy-out is not technically
secured as the bank failed to register the loan properly.

Fredericks has seen its annual sales remain at about
$ 140m, while those of Victoria's Secret now top more than $ 2bn.
According to the article, the group has seen sales through its website rise three-fold in the past year to $ 10m,
and plans to float the e-tailer.

GENEVA STEEL: Hearing on Approval of Disclosure Statement
On July6 20, 2000, the debtor, Geneva Steel Company and the
Official Bondholders' Committee jointly filed a plan of
reorganization with the court.  A hearing will be held on August
24, 2000 at 1:30 PM in the US Bankruptcy Court for the District
of Utah, Central Division at Room 348, Frank E. Moss US
Courthouse, 350 South Main Street, Salt Lake City, Utah to
consider the Disclosure statement and any objections or
modifications thereto.  Objections must be filed with the court
on or before 4:30 PM August 17, 2000.

GLOBAL TISSUE: Got a Bid from American Tissue
According to an article in Commercial Appeal (Memphis) on July
15, 2000, American Tissue Inc submitted a bid for Global Tissue
LLC in the U.S. Bankruptcy Court.  American Tissue, one
of the largest manufacturers of tissue in U.S., plans to reopen
the Memphis company.  The chief financial officer of Global
Tissue, Keith Schroeder, is updating the members of the Memphis
and Shelby County Industrial Development Board (IDB).  The
title to the equipment of Global Tissue is vested in IDB.  It is
a part of a tax-abatement agreement when the company filed for

Global Tissue is still working with lenders and Bankruptcy Court
to get more bids from other interesting companies.  "At this
point, we do not know who will buy it, but we do have a bidder,"
Schroeder said.

HARNISCHFEGER: Amended Motion To Amendment to DIP Financing
Under the Third Amendment, the Debtors agree to limit capital
expenditures to:

        For the Fiscal Quarter Ending             Maximum CapEx
        -----------------------------             -------------
        July 31, 2000                              $10,100,000
        October 31, 2000                            10,300,000
        January 31, 2001                             6,600,000
        April 30, 2001                               6,700,000
        Thereafter through Maturity Date             2,700,000

The Debtors further covenant that Cumulative EBITDA will not fall

For the Period Commencing          
May 1, 2000, and Ending               Minimum Cumulative EBITDA
-------------------------             -------------------------
        May, 2000                                  $   7,000,000
        June, 2000                                    13,500,000
        July, 2000                                    19,000,000
        August, 2000                                  27,500,000
        September, 2000                               38,500,000
        October, 2000                                 49,000,000
        November, 2000                                55,500,000
        December, 2000                                63,000,000
        January, 2001                                 73,500,000
        February, 2001                                82,500,000
        March, 2001                                   91,500,000
        April, 2001                                  101,500,000
        May, 2001                                    114,000,000

The DIP Lenders and the Debtors tinkered with the definition of
Permitted Investments, Loans and Advances.  The final version of
the Third Amendment provides that:

        Allowed investments are defined to:

(i)    prohibit advances and loans to and among Beloit and its  
consolidated Subsidiaries, including its Foreign Subsidiaries;  

(ii)   limit the aggregate amount of loans and advances by the
Debtors to Foreign Subsidiaries from and after the Third
Amendment Effective Date (if the source of funds for such loans
and advances is the DIP Fiacility) to $75 million (instead of $90
million) in the case of financing working capital requirements
and to $100 million (instead of $110 million) (when aggregated
with loans and investments permitted to repay the Indebtedness of
Foreign Subsidiaries) for repayment of Indebtedness, provided,
that the sum of advances and loans under this clause and the
Letter of Credit Outstandings of Letters of Credit issued, (A) in
favor of lenders to Foreign Subsidiaries, and (B) in connection
with performance and bid requirements, customer advances,
progress payments and surety bonds of Foreign Subsidiaries, may
not exceed $150 million in the aggregate; and

(iii) limit advances and loans to Beloit in the manner in the
way the availability of Tranche A is limited for the issuance of
letters of credit. (Harnischfeger Bankruptcy News Issue 25;
Bankruptcy Creditors' Service Inc.)

INFORMATION MANAGEMENT: Announces Filing Chapter 11
Information Management Associates, Inc. (the "Company" or "IMA")
announced today that the Company has filed a voluntary petition
for reorganization under Chapter 11 of the United States
Bankruptcy Code.

The petition was filed in the United States Bankruptcy Court for
the District of Connecticut.

The Company had previously announced that it was seeking to raise
additional cash to fund its ongoing operations as well as
examining ways to reduce its ongoing needs for cash. The Company
filed for Chapter 11 protection to further its efforts to address
its liquidity needs, explore strategic alternatives for the
business and preserve value for its creditors and shareholders.

Under Chapter 11, the Company plans to continue to operate its
business in the ordinary course under the protection of the court
while seeking to finalize a plan of reorganization.

IMA ( provides Customer Relationship Management
software products and services that are designed to help
businesses interact more effectively with their customers. IMA is
headquartered in Shelton, Connecticut. Additional information
about IMA's products and services can be found on the
World Wide Web at, requested via email at or by calling 1-203-925-6800.

INTEGRATED HEALTH: VTA Agrees With Flushing Manor On Fee Payment
Pursuant to an agreement dated December 1, 1998, Debtor VTA
manages the Flushing Manor facility, located in New York,
commonly known as "Dr. William Beneson Rehabilitation Pavilion of
Flushing Manor Geriatric Center, Inc.,"
within the rehabilitation areas of occupational therapy, physical
therapy and speech-language pathology.

The Agreement provides for termination by either party upon 30
days notice and was terminated in February, 2000.

According to the Agreement, VTA is responsible for losses
resulting from denials in coverage by Medicare and other payors,
which occur when the acts of a therapist fail to meet certain
rehabilitation qualifications, for example, improper
documentation, inadequate time spent on therapy, etc.

VTA has informed Flushing Manor that it currently owes VTA
$1,892,187 for services provided, which may be offset by the
amount of Coverage Denials. The actual amount of Coverage Denials
cannot be determined until audits are conducted by each payor.
The amount accrued prior to Filing Date may be in excess of
$500,000. Flushing Manor has asserted that, at a minimum,
$500,000 would have to be put in escrow pending the completion of
each of the required audits.

VTA and Flushing Manor have agreed that Flushing Manor shall
remit to VTA $1,500,000 in full satisfaction of VTA's claims. In
addition, Flushing Manor will release the Debtors of any
liability relating to Coverage Denials which accrued during the
term of the Contract.

The Debtors ask Judge Walrath to approve the settlement.
(Integrated health Bankruptcy News Issue 6; Bankruptcy Creditors'
Service Inc.)

LOCUS DIRECT: Files for Liquidation
According to the Business Press, Locus Direct Marketing Inc filed
for Chapter 7 liquidation of U.S. bankruptcy code. In the filing,
only 16 out of 199 creditors were listed.  Locus has a debt of
$19.5 million to its creditors and $15 million of that they owe
to their largest creditor, Sourcelink Industries of Deerfield,
Ill.  Performance Data in Chicago and Lexis Nexis of Dayton, Ohio
are some of the major creditors of Locus.  The company's assets
though were undisclosed.

Locus Direct Marketing, founded by Roger Cosgrove in 1990, sells
information to financial organizations about buying patterns of
individual consumers.  From 1992 to 1996, the company's revenue
was from $737,000 to $7 million.  A year after, its revenue went
as high as $12.7 million.  In August 1998, Jordan Industries
purchased the company.  Since the purchase of the Jordan
Industries, the company's performance started to decline,
according to Cosgrove.

MARINER: Application To Employ Cap Gemini Ernst Young
The Mariner Post-Acute Network, Inc., and its 102 affiliated
debtors seek Court authority to employ Cap Gemini Ernst & Young
U.S. LLC, nunc pro tunc to May 23, 2000, to carry out a project
in assessing improvement opportunities for their accounting,
financing, human resources and information technology functions.

The project has three phases:
Phase I     --   office operations, identifying and prioritizing    
improvement opportunities;

Phase II    --   implementing certain opportunities with short    
lead times, selecting, designing and building     
customized solutions;

Phase III   --   implementing longer-term process and technology

MPAN expects that the first phase of the proposed project will
take approximately 4-5 weeks and require an estimate of 1700
total hours by Cap Gemini E&Y personnel.  Subject to court
approval, Gap Gemini E&Y will charge the Debtors a flat fee of
$500,000 for this, $200,000 of which will be paid upon the
court's approval of Cap Gemini E&Y's retention and $100,000 a
week for each of the three succeeding weeks.

The Debtors tell the court that the rate, which is approximately
$294 per hour, will result in significant savings, considering
that a blended rate for the personnel expected to be involved
would exceed $400 per hour.

Subject to the Court's approval, Cap Gemini E&Y will also receive
reimbursement for reasonable out-of-pocket costs and expenses.

The Debtors propose that for phase I, Cap Gemini E&Y be waived of
the need to apply to the Court for allowance of compensation for
professional services and be required to apply for reimbursement
of costs and expenses only. For Phase II and III, Cap Gemini will
file applications both for professional fees for services and for
reimbursement of costs and expenses incurred.

The Debtors believe that Cap Gemini E&Y is well-qualified for the
proposed employment. Originally the Debtors intended to seek the
retention of E&Y for the firm's extensive experience in the
healthcare industry, bankruptcy proceedings under Chapter 11 and
significant institutional knowledge about the Debtors, as
well as the firm's respected healthcare advisory group

Some months ago, Cap Gemini S.A, a French corporation and the
parent of Cap Gemini America Inc., entered into an agreement to
acquire E&Y's consulting and information technology divisions and
to create a new entity called Cap Gemini Ernst & Young U.S. LLC.
As a result of this acquisition, Cap Gemini E&Y now employs
numerous people formerly employed by E&Y and in particular, a
significant portion of the people expected to work on the project
for which retention is now sought.

These include:

     Bob Heatley        Account Executive

     Susan DeVore       Director of Health Management Care  
                           Consulting for E&Y's South Region

     Liz Guyton         Lead Engagement Partner for Revenue Cycle

     Jim Bryant         Lead Engagement Partner for Shared

     Barbara Pare       Lead Engagement Partner for Information  

     Doug Grillaert     Project Director

The Debtors believe that Cap Gemini E&Y is a "disinterested
person' as that term is defined in section 101(14) of the
Bankruptcy Code and as required under section 327(a) of the
Bankruptcy Code.

The US Trustee objects to the proposal because it appears that
CGE&Y will be paid a flat fee of $500,000 within three weeks
without the necessity of filing any fee application. Such
language, UST maintains, is inconsistent with 11 U.S.C. Secs. 330
and 331.  Moreover, the estimated 1,700 hours fails to reveal
what work will be done, by whom, for what purpose and other
necessary particulars that would insure compliance with the
applicable bankruptcy rules and law.

The UST draws the Court's attention to 11 U.S.C. section
330(a)(4)(A)(ii), which provides that professional fees may not
be awarded unless and until the applicant shows that there is a
benefit to the estate, and the fees must be reasonable and
necessary. Fed. R. Bankr. P. 2016(a) requires that applicants
supply sufficient information to enable proper analysis of the
services rendered. Specifically, the Rule requires that an entity
seeking compensation for services set forth detailed statement of
the services rendered, time expended and expenses incurred to
allow the determination of whether the services were actual and

In addition to the fee issue, UST points out that the appendix to
the undated engagement letter contains waiver and liability
limitation provisions which may be inconsistent with CGE&Y's
fiduciary duty and prior decisions of the Court. In re United
Companies Financial Corporation, 241 B.R. 521 (Bankr. D. Del.
1999). The undated engagement letter attached to the application
states that the estimated fees are for the scope of work to be
performed by " ... subject matter experts in each area,
supplemented by input from CGE&Y personnel and other
quality advisory personnel." UST says it is not understood what
duties and tasks these other professionals shall perform and
their identity is not made clear.

The liability limitations set forth in the appendix also extends
to CG E&Y's "subcontractors" and it appears that CGE&Y may
violate, inter alia, 11 U.S.C. section 504 by possibly sharing
fees with yet unknown persons or entities, UST contends.
Furthermore, if these subcontractors are to perform services for
the debtors, they must be retained pursuant to 11 U.S.C. section
327 (a) so that the court may, inter alia, know who is performing
services for the debtors and that the professionals are

Therefore, UST asks the court to deny the Debtors' application.
(Mariner Bankruptcy News Issue 7; Bankruptcy Creditor's Service

MAXICARE HEALTH: Announces Letter of Intent With TriZetto Group
Maxicare Health Plans Inc. (Nasdaq:MAXI) announced that it has
entered into a letter of intent with the TriZetto(R) Group, Inc.
of Newport Beach, Calif., to improve its current information
systems. According to Susan Blais, executive vice president of
Maxicare, the multi-phased process -- scheduled for full
implementation by 2002 -- will focus on several key areas
including core transaction systems, connectivity infrastructure,
information access and reporting as well as e-business.

TriZetto Chairman and CEO Jeff Margolis said, "It's exciting to
consider the possibilities of applying a comprehensive set of
leading technology and process solutions to Maxicare's
substantial membership base and provider network. We
believe that Maxicare's business model is ideal for the
application of information technology to create a new way of
interacting with health plan members, providers and employers."

"As we move forward through this implementation, it is our belief
that all of our constituents will be positively impacted," said
Blais. She added, "We believe that TriZetto's ASP (applications
service provider) model offers the best opportunity for us to
achieve the objectives."

The implementation is subject to certain contingencies including
the negotiation and execution of a definitive agreement between
the parties.
Maxicare Health Plans Inc. is a managed health care company with
operations in Indiana and California. The company also offers
various employee benefit packages through its subsidiaries,
Maxicare Life and Health Insurance Company and HealthAmerica

The TriZetto(R) Group Inc. is a provider of Internet-enabled
application services and business portals for the healthcare

MONET GROUP: Notice of Bar Date
On July 11, 2000, The Honorable Mary F. Walrath, US Bankruptcy
Judge for the District of Delaware entered an order fixing August
15, 2000 at 4:00 PM as the deadline for all persons and entities
to file requests for allowance of administrative claims.  The Bar
Date Order also fixes August 15, 2000 at 4:00 PM as the deadline
for all persons and entities to file proofs of prepetition claims
against any of the debtors. ("General Bar Date")

MONEYSWORTH & BEST: Regulator Issues Cease Trade Order
Moneysworth & Best Shoe Care Inc. received a temporary
cease trading order (CTO) for failure to make statutory filings.
Moneysworth also failed to meet continued listing requirements in
Toronto Stock Exchange thus causing the suspension of the trading
of its common shares.

The Ontario Securities Commission, which issued the CTO, stated
in a news release that there would be a hearing on August 2,

NATIONAL ENERGY: Confirmed Joint Plan of Reorganization
National Energy Group, Inc. (OTC Bulletin Board: NEGXQ) announces
confirmation of Joint Plan of Reorganization, effective August 2,
2000 (the "Effective Date").

On July 21, 2000, the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division entered an Order
Confirming Joint Plan of Reorganization and Fixing Deadlines for
Filing Administrative Claims, Fee Claims and Rejection Claims.
Previously, on May 12, 2000, the Bankruptcy Court approved for
distribution and balloting a Joint Disclosure Statement and Joint
Plan of Reorganization which outlined proposals for
reorganization of the Company and continuation of its oil and gas
exploration and development operations.

All classes of creditors and the shareholders of the Company
entitled to vote accepted the Plan in accordance with provisions
of the United States Bankruptcy Code. Highlights of the Plan as
confirmed include: (i) satisfaction of all secured claims; (ii)
cash payments to Senior Noteholders (excluding Arnos Corp., the
Company's secured lender) in an amount equal to 56-1/2% of the
face value of each note, less a pro-rata share of $1 million to
fund a Creditors Trust, plus a pro rata share of any net
recoveries from litigation brought by the Creditors Trust;
provided that Arnos Corp. shall not be entitled to participate in
the Creditors Trust; (iii) cash payments to trade creditors in an
amount equal to 75% of any allowed claim, plus a pro rata share
of any net recoveries from litigation brought by the Creditors
Trust; (iv) cash payment to certain tort claimants who accepted
the Plan in an amount equal to 2.0% of such allowed claim; or
alternatively, if the Plan was rejected by a tort claimant, an
amount determined by the Bankruptcy Court equal to 75% of such
holder's allowed claim; (v) conversion of all preferred
shareholder equity interests in the Company to common equity;
(vi) retention by shareholders of common equity, but subject to
the cancellation and reissuance of common stock at a ratio of one
share in the reorganized Company for every seven shares of
existing common stock; and (vii) cancellation of other equity
interests (warrants and stock options).

The Confirmation Order further provides (i) payments to creditors
of the Company holding allowed claims shall be made within thirty
(30) days following the Effective Date; (ii) confirmation of the
Plan shall be deemed to be an injunction against all parties
asserting claims against the property of the Company, except as
provided in the Plan or the Confirmation Order; and (iii) certain
deadlines for asserting administrative expense claims against the
Company in conjunction with the bankruptcy proceeding.

National Energy Group, Inc. is a Dallas, Texas based independent
oil and gas exploration and production company. The Company's
principal properties are located onshore in Texas, Louisiana,
Oklahoma and Arkansas.

NUMBER NINE VISUAL: Entry of Order Confirming Plan
By order dated July 19, 2000, the US Bankruptcy Court for the
District of Massachusetts, Eastern Division confirmed the Amended
Joint Plan of Liquidation, dated May 31, 2000, prepared by the
debtor, Number Nine Visual Technology Corporation and its
Official Committee of Unsecured Creditors.  The Effective Date of
the Plan will occur on August 1, 2000.

PAGENET:  Files Chapter 11 to Expedite Arch Merger
Paging Network, Inc. (Nasdaq:PAGE) today announced it has filed a
voluntary reorganization under Chapter 11 in the U.S. Bankruptcy
Court for the District of Delaware to help expedite its proposed
merger with Arch Communications Group, Inc. In doing so, PageNet
has voluntarily consented to the involuntary petition filed July
14 by three affiliated noteholders and has asked the court to set
an early date to consider PageNet's plan of reorganization.
PageNet believes it can expedite the process through an immediate
Chapter 11 filing with the goal of emerging as quickly as
possible with the approvals required to confirm the plan
and close its merger transaction.

PageNet said it has filed its plan of reorganization with the
court and that it is consistent with its previously announced
merger agreement with Arch Communications Group, Inc., with minor
modifications to facilitate the PageNet restructuring. PageNet
has received indications of support for the plan and this
course of action from the substantial majority of its
bondholders. PageNet also has the support of the required
majority of its banks in initiating the Chapter 11 filing.

PageNet also said its Board of Directors has concluded that the
proposal received from Metrocall, Inc. last week was not a
"superior proposal" to the Arch merger under the terms of the
merger agreement, and the Board will not discuss the proposal
further with Metrocall.

The Chapter 11 filing will permit PageNet to complete its
reorganization in an orderly process under court supervision.
Confirmation of the plan will permit PageNet and Arch to
consummate their merger, and permit the combined company to
emerge with a substantially enhanced balance sheet reflecting the
conversion of approximately $1.5 billion in debt and accrued
interest into common stock of the combined company. The company
stressed that all services provided to PageNet's customers will
not be interrupted by this action.

PageNet announced it has received a commitment from its bank
group to provide debtor-in-possession (DIP) financing totaling
$50 million, which is expected to be sufficient to enable PageNet
to operate its business without interruption pending confirmation
of the plan of reorganization. The company said it has requested
that the Court allow PageNet to continue all employee
compensation and benefits plans; customer sales, support and
service activities; and payment of funds due to suppliers.

"This Chapter 11 filing has been made in order to expedite the
completion of our merger with Arch. We believe the plan we have
filed has the support of our lenders and our bondholders, and
this represents one of the most significant steps toward
completing this transaction," said John P. Frazee, Jr., PageNet
chairman and chief executive officer. "We intend to do everything
we can to expedite this process with the goal of closing our
merger with Arch as soon as possible."

C. Edward Baker, Jr., Arch's chairman and chief executive
officer, said, "We are eager to see PageNet complete the plan
confirmation process so that we can finalize the merger of our
two companies."

Under the proposed plan of reorganization and merger as revised
in connection with the filing, owners of PageNet's senior
subordinated notes will receive 46.6 percent of the combined
company's common stock, and owners of PageNet's common stock will
own 5.0 percent of the combined company's common stock. Owners of
PageNet's senior subordinated notes will also receive 60.5
percent of PageNet's interest in Vast Solutions, which will be
spun-off as part of the merger. Owners of PageNet's common stock
will receive 20.0 percent of PageNet's interest in Vast. The
combined company also will retain an interest of up to 19.5
percent in Vast. Under the merger agreement prior to its
revision, PageNet common stockholders would have received 7.5
percent of the combined company's common stock and 11.7 percent
of Vast.

Vast and PageNet's Canadian subsidiary have not filed Chapter 11
petitions and are not debtors under Paging Network, Inc.'s
bankruptcy case.

The merger agreement calls for owners of Arch common stock to own
31.4 percent of the combined company's common stock, and owners
of Arch Senior Discount Notes will own approximately 17.0 percent
of the combined company's common stock.

PageNet is a leading provider of wireless messaging with
subscribers in all 50 states, the District of Columbia, the U.S.
Virgin Islands, Puerto Rico and Canada. The company offers a full
range of paging and advanced messaging services, including
guaranteed-delivery messaging and two-way wireless e-mail.

Arch Communications Group, Inc., Westborough, Mass., is a leading
U.S. wireless messaging company. It provides local, regional and
nationwide wireless communications services to customers in all
50 states, the District of Columbia and in the Caribbean. Arch
operates approximately 300 offices and company-owned stores
across the country. Arch's pending merger with Paging Network,
Inc. will create one of the leading wireless messaging companies
in North America.

PAGENET INC: Case Summary and 20 Largest Unsecured Creditors
Debtor: Pagenet, Inc.
        3322 West End Avenue, Suite 201
        Nashville, TN 372037599

Chapter 11 Petition Date: July 24, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-03140

Debtor's Counsel: Joel A. Waite
                  Young Conaway Stargatt & Taylor
                  PO Box 391, Rodney Sq. North, 11th Fl.
                  Wilmington, DE 19899-0391
                  (302) 571-6600

20 Largest Unsecured Creditors

Corporate Trust
Division, 2 Avenue de
Lafayette, 6th Floor
Boston, MA 02111
Tel.(617) 662-1782
Fax (617) 662-1466            Bond Debt         $ 535,416,667

Corporate Trust
Division, 2 Avenue de
Lafayette, 6th Floor
Boston, MA 02111
Tel.(617) 662-1782
Fax (617) 662-1466            Bond Debt         $ 437,125,000

Corporate Trust
Division, 2 Avenue de
Lafayette, 6th Floor
Boston, MA 02111
Tel.(617) 662-1782
Fax (617) 662-1466            Bond Debt         $ 334,405,205

Motorola, Inc.
1303 E. Algonquin Rd
Schaumburg, IL 60196
(800)668-6765 or
(847)576-5012 Legal           Trade Debt         $ 18,736,333

City Of New York
One Center Street
Ground Floor, New York
NY, 10007
(718)935-6000                 Tax Claim           $ 5,200,000

MCI WorldCom
500 Clinton Center
Drive, Clinton MS 39056
Fax (202)736-6482             Trade Debt          $ 2,708,334

1931 Market Center Blvd.
Suite 111
Dallas, TX 75207
Fax (214)651-1051             Trade Debt          $ 2,600,000

295 North Maple St.
Suite 131
Basking Ridge, NJ 07920
Fax (908)221-1211             Trade Debt          $ 1,352,357

Adecco Personnel
175 Broad Hollow Rd.
Melville, NY 11747
Fax (631)844-7266             Trade Debt          $ 1,240,029

Skytell ATT
200 S. Lamar Street
Jackson, MS 39209
Fax (601)944-7417             Trade Debt          $ 1,017,980

National Dispatch Center
8911 Balboa Ave.
San Diego, CA 92123
Tel:(858) 654-9000
Fax:(858) 636-5657            Trade Debt            $ 962,683

Software Architects, Inc.
122 W. Carpenter
Pkwy, Suite 300
Irving, TX 73039
Tel:(972) 791-0500
Fax:(972) 650-8312            Trade Debt            $ 876,192

Sprint, Inc.
2330 Shawnee Mission
Westwood, KS 66205
Tel:(816) 854-0903 or
Tel:(913) 624-6843 Legal      Trade Debt            $ 830,132

Bellsouth Wireless Data
10 Woodbridge
Center Dr
Woodbridge, NJ 07195
Tel:(732) 602-5500
Fax:(732) 636-0750            Trade Debt            $ 778,761

5935 Cargegie Blvd.
Charlotte, NC 28209
Tel:(704) 553-0038
Fax:(704) 553-0524            Trade Debt            $ 691,837

Sibeel Systems
1855 South Grant St
San Mateo, CA 94402
Tel:(650) 295-5000
Fax:(650) 295-5111            Trade Debt            $ 621,896

Output Technology
4507 Golden Foothill
El Dorado Hills, CA
Tel:(916) 680-6000                                  $ 616,121

AT&T Wireless Services
16331 NE 72nd St
Redmond, WA 98052
Tel:(425) 680-6000
Fax:(908) 221-3655          Trade Debt              $ 492,797

Centrobe (Acquired
by EDS)
PO Box 14947
St. Louis, MO 63150
Tel:(972) 605-6000
Fax:(972) 603-1357          Trade Debt              $ 492,001

805 Jefferson Road
Whippany, NJ 07981
Tel:(973) 887-8173
Fax:(973) 884-8469          Trade Debt              $ 456,598

PREMIER LASER: Order Denies Motion For Management Retention Plan
The SUS Bankruptcy Court, Central District of California entered
an order on July 19, 2000 denying the motion for approval of a
management retention and incentive plan filed by the debtors.

PREMIER LASER: Order Denies Motion For Authority To Invest Funds
The US Bankruptcy Court for the Central District of California
entered an order on July 19, 2000 denying the motion for an order
authorizing the debtors' investment of funds in Merrill Lynch CMA
Money Market Fund filed by the debtors.

PREMIER LASER: Order Grants Retention of Magnum Group
The motion for an order authorizing the retention of the Magnum
Group as financial advisor to the debtors' and authorizing
payment of expenses of Magnum Group filed by Premier Laser
Systems Inc. was granted by The Honorable Robert W. Alberts,
Bankruptcy Court for the Central District of California on July
20, 2000.

RCG LIQUIDATION: Confirmation of Plan
On June 27, 2000, the Bankruptcy Court for the District of
Delaware signed an order confirming the Amended Joint Plan of
Liquidation of the debtors, RCG Liquidation Company (f/k/a
Reading China and Glass, Inc.), RCGH, Inc., Clavert Importers &
Distributors, Inc. and RCGTM, Inc.  The Effective Date of the
plan is July 18, 2000.

September 1, 2000 at 4:00 PM has been set as the deadline by
which all requests for payment of claims having administrative
expense priority must be filed with the court.

SAFETY-KLEEN: Motion To Sell 44% Interest in SK Europe to Electra
As part of their overall plan to restructure their operations,
the Safety-Kleen Debtors have focused on, among other things,
identifying and divesting themselves of underperforming or non-
core assets.  Toward this end, prior to the Petition Date, the
Debtors determined that their interest in Safety-Kleen Europe
Limited was not essential to the success of their operational
restructuring efforts.  The Debtors thus determined, in an
exercise of their sound business judgment, that the appropriate
means to maximize the value of their interest in SK Europe would
be to sell it.

SK Europe is a joint venture formed in 1998 that collects,
processes, recycles and disposes of hazardous and industrial
waste streams.  At present, the Debtors own 44% of the joint
venture, with the balance held by Electra European Fund LP and
the venture's management team.

By this Motion, the Debtors seek Bankruptcy Court authority to
sell their Equity Interest to Electra European Fund LP at this
time because, the Debtors explain, the transaction provides the
Debtors with a unique opportunity to realize significant value
for the Equity Interest to the most -- perhaps the only --
logical purchaser of the Equity Interest.  The Debtors believe
that the Sale to the Purchaser is the only economically rational
Sale of the Equity Interest.

Electra European Fund LP is based in the Channel Islands and its
affiliate, Electra Partners Europe Limited, is based in London.  
Under the terms of a Purchase Agreement to be executed by the
parties, the Debtors will agree to sell, free and clear of all
liens, claims, interests, and encumbrances, their 44% interest
and execute a series of Ancillary Agreements to
consummate the Transaction.  The Purchase Price will be (a)
E22,898,208 as initial consideration for the Equity Interest,
plus (b) E840,681 as deferred compensation in respect of the
Equity Interest, and (c) settlements of various intercompany
claims owed by SK Europe to the Debtors, all subject to various

Prior to the Petition Date, Raymond James & Associates, Inc., an
investment banking firm based in St. Petersburg, Florida, played
a pivotal role in negotiating the basic terms of the Purchase
Agreement and the Ancillary Agreements with the Purchaser.  Since
the filing of these cases, Raymond James' role has been primarily
to serve as an advisor to the Debtors and their corporate counsel
during counsel's negotiation of the final language of the
Purchase Agreement and the Ancillary Agreements.  Absent Raymond
James, prior efforts, however, the proposed Sale would not have
been possible.  The Debtors seek further authority to pay a
$350,000 Advisory Fee to Raymond James.  (Safety-Kleen Bankruptcy
News - Issue 5; Bankruptcy Creditors' Service Inc.)

TITANIUM METALS:  Reports 2Q Loss of $108.8MM
According to, Denver, on July 24, 2000, Titanium
Metals Corp. (NYSE: TIE), reported a $10.1 million 2Q loss.  The
company reported total sales of $108.8 million, which was 15
percent lower than last year.  According to chairman, president
and CEO of TIMET, J. Landis Martin, the excess supply of titanium
mirrors caused the lower results.

TRI-VALLEY: US Cling Peaches Cost More Than Greek Version
According to an article in The Modesto Bee on July 21, 2000,
Tri Valley Growers' peach farmers aren't asking for a federal
government handout, but they would like protection for their
cling peaches.

Peach growers are pointing to the supply of subsidized Greek and
Spanish peaches as a factor in Tri Valley's financial problems.

"The Greeks are bringing their peaches in for about $ 14 a case
because they are subsidized by their government to export the
fruit," said Ron Schuler, chief executive of the California
Canning Peach Association. "California peaches, which don't get
subsidies, sell for $ 19.50 a case."

Schuler and growers are pushing to put European Union canned
peaches on a list of products that are subject to 100 percent
duties, doubling their price in the United States. The list was
developed in response to the EU's ban on U.S. beef raised with

Products on the list are slapped with the 100 percent duty when
they arrive in the United States. If peaches make the list, that
means Greek peach prices could be $ 28 per case.  Greece supplied
779,000 of the 1 million cases of peaches exported to the
United States last year, the peach association said. That's equal
to 25,000 tons.

California growers expect to produce 570,000 tons of cling
peaches, most of which are pitted, processed and canned. Tri
Valley, however, is reducing its pack by 30,000 tons because it
lacks the financing to process the co-op's typical 225,000 tons.

"We've got the U.S. (Department of Agriculture) on our side, but
the ultimate decision comes from the White House," Schuler said.
"We were on the list when it originally came out, but we got
bumped off at the last minute."

This time, Schuler and others are lobbying congressmen with peach
constituencies -- Condit, Cal Dooley, D-Hanford; and Douglas Ose,
R-Woodland -- and Sens. Dianne Feinstein and Barbara Boxer, both
D-Calif., to get EU peaches listed.

VISTA EYECARE: Hearing With Respect to Extension of Exclusivity
By order of the US Bankruptcy Court, Northern District of
Georgia, Atlanta Division, entered on July 19, 2000, the
exclusive period within which the debtors, Vista Eyecare, Inc.
f/k/a National Vision Associates, Ltd. et al., may file a plan is
extended through and including August 18, 2000.

The court will consider the debtors' request for entry of an
order extending through and including December 1, 2000, the
exclusive period within which the debtors can file a plan and
extending through and including February 1, 2001, the exclusive
period within which the debtors can solicit and obtain
acceptances of any such plan at the hearing on the motion.  
Parties may object to the motion by filing a written objection
with the clerk of the court by no later than the 11th day of
August, 2000.

If any objections to the motion are filed, a hearing will be held
on August 16, 2000 at 10:00 AM Courtroom 1201, US Bankruptcy
Court, 75 Spring Street SW, Atlanta, Georgia.


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

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