TCR_Public/000802.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, August 2, 2000, Vol. 4, No. 150


ADVANTA CORPORATION: Moody's Places Ratings On Review For Downgrade
AGTSPORTS INC: Completed Debt Conversion Reduces Liabilities by $500,000
ALKHAIR CORP: Albany Airport Travelodge Files for Chapter 11 Protection
AMERICAN GAMING: To Be Acquired by WOW Entertainment
CLARIDGE HOTEL: Reports $2.6 Million Second-Quarter Net Income

COEUR D'ALENE: Moody's Assigns Junk Ratings to Convertible Subordinated Debt
FOAMEX INTERNATIONAL: Bank of Nova Scotia Bank Will Take Stock for Debt
GENESIS/MULTICARE: Motion to Maintain Existing Bank Accounts
HARNISCHFEGER INDUSTRIES: Plan of Reorganization Drafted; Negotiation Underway
HARRISBURG EAST: Uni-Invest Withdraws Bid for Shopping Mall; New Auction 8/24

HEALTHCARE RESOURCES: Case Summary and 20 Largest Unsecured Creditors
INTEGRATED HEALTH: BellSouth Argues It's Not a Utility Under Sec. 366
JITNEY JUNGLE: Louisiana Court Really Declines to Dissolve Lessors' Committee
LG&E CAPITAL: Fitch's Downgrades Credit Rating to BBB+
LOEWEN GROUP: Posts a $76.3 Million Second-Quarter Loss

LOEWEN GROUP: Forest Park Moves to Reject Shreveport Monument Sales Agreement
MARINER HEALTH: Texas Appeals from Order Prohibiting Setoffs & Recoupment
MARK IV: Moody's Downgrades $644 Million of Subordinated Debt Ratings to B3
NORTHLAND CRANBERRIES: Halts Dividends Until "Strategic Alternatives" Reviewed
OMEGA HEALTHCARE: Wechsler Harwood Files Class Action Lawsuit

PAGING NETWORK:  Involuntary Case Summary
PRIME SUCCESSION: Case Summary and 20 Largest Unsecured Creditors
SAFETY-KLEEN: Committee Retains Milbank Tweed as Lead Counsel
TOKHEIM CORPORATION: Bank Group & Noteholders Reach Agreement in Principle
U.S. LEATHER: Diedrich Acquires Tannery for $1.22 Million; to Reopen Aug. 17

U.S. WOOD: Files for Chapter 11 Bankruptcy
US WOOD:  Case Summary and 20 Largest Unsecured Creditors


ADVANTA CORPORATION: Moody's Places Ratings On Review For Downgrade
Moody's Investors Service placed all credit ratings of Advanta Corporation
(Advanta)(senior at B1), Advanta National Bank (ANB)(deposits at Ba2) on
review for possible downgrade.  The rating review will focus on two main
issues, according to Moody's:

      (1) Moody's will consider the extent to which recent regulatory actions
          may affect Advanta's access to capital markets and its funding costs,
         which could affect its core profitability.

      (2) Moody's will also review the credit quality of Advanta's portfolios,
          particularly its mortgage portfolios, to determine whether the
          company's asset quality has deteriorated on a longer-term basis.

Advanta generates positive cash flow, Moody's noted, and the company has
adequate liquidity.

In May 2000, Moody's placed the credit ratings of Advanta and ANB on review,
direction uncertain, after the company announced that it was exploring
strategic options for its mortgage and leasing operations. The mortgage
operation accounts for about 50% of Advanta's earnings and 80% of its managed
assets. The review for direction uncertain reflected the major shift in
strategic direction at the company, Moody's said, as well as the broad range
of options for possible use of the proceeds of any sale.

In May 2000 the Office of the Comptroller of the Currency (the OCC) and ANB
concluded an agreement which restricted the bank's ability to issue brokered
deposits. Deposits are a significant component of Advanta's overall funding
mix. Pursuant to discussions related to that agreement, ANB has now reached
additional agreements regarding the assumptions it will use in calculating the
value of its retained interests in securitizations and its allowance for loan

The OCC has stressed in various public announcements that its examiners are
focusing more on potential risks for subprime lenders in general and it is
increasing the regulatory capital requirements for such lenders, Moody's said.
The changes in assumptions announced today by Advanta may not affect the
underlying economics of Advanta's businesses, Moody's added. However, the
rating agency said, the increased regulatory scrutiny and higher capital
requirements may increase the company's funding costs, which could affect the
company's core profitability.

For the last several quarters Advanta has experienced a rise in nonperformers
and charge-offs in its mortgage lending and leasing operations, Moody's said.
The review will seek to clarify whether these trends reflect a long-term
deterioration in credit quality or other factors.

The following ratings are affected:

    (a) Advanta Corporation-B1 unsecured senior debt; (P) B1 senior shelf; B2                  
        subordinated debt; (P) B2 subordinated shelf; B3 junior subordinated  
        debt; (P) "b3" preferred shelf;

    (b) Advanta National Bank-Ba2 long-term bank deposits; Ba3 other senior
        obligations; Ba3 issuer rating; Ba3 senior unsecured bank notes; B1
        subordinated bank notes; B1 subordinated debt; E+ bank financial  
        strength rating;

    (c) Advanta Capital Trust I-"b3" preferred stock

    (d) Advanta Capital L.L.C. -(P) "b2" preferred shelf

    (e) Advanta National Bank's ratings for short-term obligations are not-  
        prime and are therefore not affected.

Advanta Corporation, based in Horsham, Pa., has approximately $13 billion in
managed assets.

AGTSPORTS INC: Completed Debt Conversion Reduces Liabilities by $500,000
AGTsports, Inc. (OTC Bulletin Board: AGTP) announced the results of its
ongoing reorganization and the completion of debt conversion agreements with
creditors reducing liabilities by more than $500,000.  As of July 31, 2000,
the Company has successfully completed debt-to-equity conversion agreements
eliminating over 85% of outstanding liabilities incurred from former golf
technology R&D efforts, which were discontinued in 1998.

AGTsports, Inc. is now pursuing a reorganization plan designed to increase
shareholder value by engaging a new business opportunity unrelated to the
sports or recreation industries. With the assistance of independent auditors,
Brimmer, Burek, & Keelan, LLP, of Tampa, FL, the Company has secured a
certified audit for fiscal 1999 while maintaining public filings as required
by the Securities and Exchange Commission. During the quarter ending June 30,
2000, the Company has eliminated significant liabilities to improve its
balance sheet with the goal of completing a business combination with third
parties by fiscal year end, September 30, 2000. While no assurances can be
provided AGTsports, Inc. will be successful in these efforts, the Company has
received numerous inquiries, and preliminary negotiations continue with
potential business partners.

AGTsports, Inc. is an investment holding company formed to invest in all
types of businesses. For more information contact AGTP at:
Tel. 303.437-9434 Fax: 303.691-8884.

ALKHAIR CORP: Albany Airport Travelodge Files for Chapter 11 Protection
Alkhair Corp., doing business as Albany Airport Travelodge at 622 Watervliet
Shaker Road, filed a Chapter 11 bankruptcy petition Wednesday in U.S.
Bankruptcy Court in Albany, New York.  It listed assets of $4.01 million and
liabilities of $3 million.  Among the liabilities is a $2.1 million debt to
Heller First Capital Corp. of Chicago.  (New Generation Research, Inc. 31-Jul-

AMERICAN GAMING: To Be Acquired by WOW Entertainment
The shareholders of WOW Entertainment, Inc., agreed to purchase all the shares
of American Gaming & Entertainment, Inc. (OTCBB:AGEL) owned by Shamrock
Holdings Group, Inc. and Richard C. Breeden, as Trustee of the Bennett Funding
Group, Inc. (the "Sellers").

As part of the agreement, the Sellers have agreed to convert all of the
preferred stock of AGEL owned by them into 360,588,361 shares of common stock
of AGEL. The agreement by the shareholders of the Company to purchase the
shares of AGEL owned by the Sellers, and the Sellers' agreement to convert the
preferred shares of AGEL owned by them, are both subject to the approval of
the United States Bankruptcy Court for the Northern District of New York.  WOW
and the Sellers anticipate an August 17, 2000 hearing date on these matters by
the Bankruptcy Court.  Promptly upon a closing of the stock sale, WOW
anticipates completing a reverse merger whereby WOW will become a wholly-owned
subsidiary of AGEL.

Based in Indianapolis, Indiana, WOW develops and produces sports entertainment
programming -- like the syndicated television series WOW-Women of Wrestling to
premiere this Fall.

CLARIDGE HOTEL: Reports $2.6 Million Second-Quarter Net Income
The Claridge Hotel and Casino Corporation, operator of the Claridge Casino
Hotel here, reported a net income of $2.6 million for the second quarter of
2000, compared to a net loss of $269,000 in the second quarter of 1999. For
the six months ended June 30, 2000, the Corporation reported net income of
$1.4 million compared to a $1.5 million net loss in the same period last year.

Earnings before interest, taxes, depreciation and amortization, when adjusted
to eliminate the effects of Claridge's related limited partnership structure
("Adjusted EBITDA"), were $4.3 million for the quarter ended June 30, 2000,
and $4.7 million for the six months ended June 30, 2000, compared to Adjusted
EBITDA of $3.4 million for the second quarter in 1999 and $5.7 million for the
first half in 1999.

Net income and Adjusted EBITDA for the first six months of 2000 included a $
1.9 million expense for professional fees for legal, financial and other
services related to the Corporation's Chapter 11 proceedings. Net loss and
Adjusted EBITDA for the first six months of 1999 include the effect of the
receipt of the settlement of Claridge's claim against the contractor and
architect that built its self-parking garage.

On August 16, 1999, The Claridge Hotel and Casino Corporation and The Claridge
at Park Place, Incorporated filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code in order to facilitate a financial restructuring.
Therefore, beginning on August 16, 1999, the Corporation ceased to record
interest expense related to its 11-3/4% First Mortgage Notes. Interest expense
for the Notes, for the period April 1, 2000 to June 30, 2000 and January 1,
2000 to June 30, 2000, would have been $3.0 million and $6.2 million,

Casino revenue in the second quarter increased 1.1% over casino revenue in the
same period in 1999 while Casino Costs and Expenses decreased $1.3 million.

"We are pleased to continue to report improved operating results on a year-to-
year basis," stated Frank Bellis, chief executive officer, "Eliminating the
effect of reorganization items in 2000, we saw a $1.6 million year-to-year
improvement in Adjusted EBITDA in the second quarter of 2000. For the first
six months of 2000, Adjusted EBITDA increased $2.9 million on a year-to-year
basis after eliminating the effect of the garage settlement last year and
reorganization items this year."

The Claridge Hotel and Casino Corporation, through its subsidiary, The
Claridge at Park Place, Incorporated, operates the Claridge Casino Hotel in
Atlantic City. The casino hotel opened in July 1981 and has 59,000 square feet
of casino gaming space. The Claridge Hotel and Casino Corporation is a
closely-held public corporation.  Its Corporate Bonds are publicly traded on
the New York Stock Exchange under the symbol CLAR02.

COEUR D'ALENE: Moody's Assigns Junk Ratings to Convertible Subordinated Debt
Moody's Investors Service downgraded its ratings for Coeur d'Alene Mines
Corporation's convertible subordinated debentures to Caa2 from B3. The three
Coeur d'Alene debentures downgraded to Caa2 are:

    * $28.3 million of 6% convertible subordinated debentures due 2002;

    * $93.4 million of 6.375% convertible subordinated debentures due 2004; and

    * $107.3 million of convertible subordinated debentures due 2005.

Moody's lowered the company's senior implied rating to B3 from B1 and its
senior unsecured issuer rating to Caa1 from B2. Moody's withdrew its "b3"
rating for Coeur d'Alene's $140 million of 7% mandatory adjustable redeemable
convertible preferred securities (MARCS) as these securities have been
converted into common shares. The outlook for all ratings remains negative.

The downgrades reflect Coeur d'Alene's high leverage, sizable near-term debt
amortization, diminished shareholders' equity, high operating costs, and heavy
dependence on one mine, the Rochester mine. The ratings are supported by Coeur
d'Alene's cash and short-term investments of approximately $82 million, which
it can use to retire a portion of its debt, fund operating losses, and for
capital investments.

Coeur d'Alene's debt totals $229 million, of which $28 million matures in June
2002, $93 million in January 2004, and $107 million in October 2005. Moody's
expects the company to utilize its cash balance to retire the 6% convertible
subordinated debentures maturing June 2002. However, the ability of the
company to retire or refinance the $200 million of debentures maturing in 2004
and 2005 is highly speculative at this time given its high-cost mines and
silver pricing trends. Silver accounts for slightly more than half of Coeur
d'Alene's revenues. Gold provides the balance of the revenues, but none of the
company's gold mines are profitable at today's low gold price. The price of
silver has declined in the last two years, but at $5 per ounce is only 4%
below its five-year average. The company does not hedge its silver production.

Coeur d'Alene's silver and gold mines are high-cost operations. In 1999, its
primary silver mines operated at an average full cost of $5.00 per ounce,
equal to the current silver price. Full costs and cash costs have increased in
the first half of 2000, averaging $5.37 and $4.31 per ounce of silver,
respectively. Costs have also risen at its gold mines, to a cash cost of $322
per ounce in the first half of 2000. The Rochester mine is the company's only
active mine that has been consistently profitable in the last three years.

Its high-cost mines are largely responsible for Coeur d'Alene's nine
consecutive years of losses from continuing operations. Lower gold prices in
the last three years have exacerbated its losses and required $239 million of
asset impairment writedowns. The losses and asset writedowns have reduced
shareholders' equity to $44 million as of June 30, 2000. The market value of
Coeur d'Alene's equity is currently $60 million.

Coeur d'Alene Mines Corporation, headquartered in Coeur d'Alene, Idaho,
produces silver and gold from mines located in Nevada, Idaho, Chile, and
Australia.  It had revenues of $109 million in 1999.

FOAMEX INTERNATIONAL: Bank of Nova Scotia Bank Will Take Stock for Debt
Foamex International Inc. (Nasdaq: FMXI), the leading manufacturer of flexible
polyurethane and advanced polymer foam products, announced that it has reached
an agreement with The Bank of Nova Scotia relating to the shares of Foamex
Common Stock pledged to the Bank by an affiliate of Trace International
Holdings, Inc., which is in bankruptcy.

The agreement provides for a transfer of the Foamex shares pledged to the Bank
which avoids triggering the "change of control" provisions in the Foamex
subsidiaries' credit agreements and the indentures for their public debt.

Under the agreement, the Bank will become the owner of less than 25% of the
outstanding shares of Foamex Common Stock. The remainder of the Foamex Common
Stock pledged to the Bank will be exchanged for a new class of Non-Voting
Convertible Preferred Stock of Foamex. The Non-Voting Preferred Stock will not
be entitled to dividends unless Common Stock dividends are declared.

These transactions are conditioned upon a settlement agreement between the
Bank and the Trustee for Trace being approved by the U.S. Bankruptcy Court for
the Southern District of New York. Upon completion of the transaction, Trace
will no longer own any shares of Foamex Common Stock.

Jack Johnson, President and Chief Executive Officer of Foamex, stated, "We are
extremely pleased by the successful resolution of the "change of control"
issue that was created by the Trace bankruptcy. We are especially grateful to
The Bank of Nova Scotia for working so diligently with us to effect a solution
that is positive for all parties. We believe that completion of this
transaction will instill greater confidence in Foamex by our customers,
suppliers, creditors and shareholders."

Foamex, headquartered in Linwood, Pennsylvania, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet cushion and
automotive markets. The company also manufactures high-performance polymers
for diverse applications in the industrial, aerospace, electronics and
computer industries as well as filtration and acoustical applications for the
home.  Revenues for 1999 were $1.3 billion. For more information visit the
Foamex web site at

GENESIS/MULTICARE: Motion to Maintain Existing Bank Accounts
The Operating Guidelines promulgated by the United States Trustee require that
a chapter 11 debtor-in-possession close all of its bank accounts immediately
following the commencement of a chapter 11 petition.  The chapter 11 debtor is
then supposed to open three post-petition bank accounts: one for general
receipts and disbursements, one for payroll and one for taxes.

Genesis Health Ventures, Inc., and its debtor-affiliates tell Judge Walsh that
they maintain more than 250 pre-petition bank accounts into which they
routinely deposit and from which they routinely withdraw funds by checks, wire
transfers, and automated clearinghouse transfers.  The Debtors believe that
transition to chapter 11 will be smoother and more orderly if the Bank
Accounts are continued.  The MultiCare Companies, Inc., and its debtor-
affiliates tell the Court that they maintain approximately 160 pre-petition
bank accounts.  

The Debtors believe that their transition into chapter 11 will be smoother and
more orderly if the Bank Accounts are left in place.  Genesis and MultiCare
assures Judge Walsh that checks issued or dated pre-petition will not be
honored absent a prior order of the Court.

Judge Walsh granted the Debtors relief from the U.S. Trustee's Operating
Guidelines, authorizing the Debtors to use their prepetition bank accounts and
treat these as debtor-in-possession accounts. (Genesis/Multicare Bankruptcy
News, Issue No. 2; Bankruptcy Creditors Service Inc., 609/392-0900)

HARNISCHFEGER INDUSTRIES: Plan of Reorganization Drafted; Negotiation Underway
Harnischfeger Industries, Inc., et al., tells the U.S. Bankruptcy Court in
Wilmington that it completed drafting of a proposed plan of reorganization.  
The plan has not been filed with the Court.  The Company says that it is still
meeting with its Official Committee of Unsecured Creditors to "resolve certain
pending issues."  The Company, which has been operating under Chapter 11
protection since June 7, 1999, stated that although progress has been made, "a
great deal of work and negotiation, however, must still be accomplished before
a consensual reorganization plan can be filed with the court." (New Generation
Research, Inc. 31-Jul-2000)

HARRISBURG EAST: Uni-Invest Withdraws Bid for Shopping Mall; New Auction 8/24
The 890,000-square-foot shopping mall, located in Swatara Twp. will be up for
auction again after Uni-Invest Partnership's withdrew its bid for the
property, the Patriot-News relates.  U.S. Bankruptcy Court Judge Robert
Woodside has scheduled a hearing to discuss new auction procedures for
Harrisburg East Mall.  The next planned auction will be held in Aug. 24.  
Lloyd T. Whitaker, an adviser to EQK in Atlanta, will ask the court and
creditors to postpone the Aug. 24 schedule and move it to September to give
seven or eight qualified buyers aside from Uni-Invest a full and fair
opportunity to participate.

HEALTHCARE RESOURCES: Case Summary and 20 Largest Unsecured Creditors
Debtor:  Healthcare Resources Corp.
          101 East State Street
          Kennett Square, PA 19348

Type of Business:  Healthcare Resources is a nursing center located in
                    Willowgrove, Pennsylvania.  Healthcare Resources provides
                    skilled care for approximately 145 resident patients.  
                    Approximately 170 employees are staffed at Healthcare

Chapter 11 Petition Date:  July 31, 2000

Judge:  Peter J. Walsh

Court:  District of Delaware

Bankruptcy Case No.:  00-03196

Debtor's Counsel:  Michael F. Walsh, Esq.
                    Gary T. Holtzer, Esq.
                    Weil, Gotshal & Manges LLP
                    767 Fifth Avenue
                    New York, NY 10153

                    Mark D. Collins, Esq.
                    Richard, Layton & Finger, P.A.
                    One Rodney Square
                    P.O. Box 551
                    Wilmington, DE 19899
                    Tel:(302) 658-6541

Total Assets:  $ 11,141,000
Total Debts :  $ 31,457,000

20 Largest Unsecured Creditors

Sysco Food Services Inc.      Trade Debt      $ 26,583

Upper Moreland/Hatboro        Trade Debt      $ 11,511

Peco Energy                   Trade Debt      $ 10,348

General Healthcare
Resources Inc.                Trade Debt       $ 5,616

Mediq Incorporated            Trade Debt       $ 5,244

Bunzl Philadelphia            Trade Debt       $ 5,046

Firstat Nursing Services      Trade Debt       $ 4,007

Lehigh Valley Dairies Inc.    Trade Debt       $ 3,408

MPH Inc.                      Trade Debt       $ 2,705

Decubiti Concepts LLC         Trade Debt       $ 2,248

Bell Atlantic                 Trade Debt       $ 2,064

Favorite Nurses               Trade Debt       $ 2,018

National Industries           Trade Debt       $ 2,011

Montco Industrial Sanitation  Trade Debt       $ 1,836

Phoenix Mechanical Inc.       Trade Debt       $ 1,763

American Kitchen Machinery    Trade Debt       $ 1,731

On Site Health Services PC    Trade Debt       $ 1,723

Abington Memorial Hospital    Trade Debt       $ 1,557

Ergo Sciences Inc.            Trade Debt       $ 1,545

Low Rise Elevator Co. Inc.    Trade Debt       $ 1,341

INTEGRATED HEALTH: BellSouth Argues It's Not a Utility Under Sec. 366
BellSouth Communications Systems, LLC only installs and maintains
telecommunications hardware and software which Integrated Health Services
bought from BellSouth and others.  As such, BellSouth argues, it should not be
subject to the Court's order prohibiting utilities from discontinuing,
altering, or refusing services to the Debtors.  The Debtors agree in a
stipulation that they inadvertently included BellSouth in their motion as a
utility subject to section 366 of the Bankruptcy Code, that BellSouth is
actually not a utility for purposes of the Court's restraining order. Judge
Walrath signed the order. (Integrated Health Bankruptcy News, Issue No. 6;
Bankruptcy Creditors Service Inc., 609/392-0900)

JITNEY JUNGLE: Louisiana Court Really Declines to Dissolve Lessors' Committee
The efforts of the Creditors Committee to dissolve the Lessors' Committee
appointed by the United States Trustee in New Orleans, Louisiana, after the
case was transferred there from Delaware, was rebuffed for a second time. The
Bankruptcy Court in Louisiana has denied the Creditors Committee's motion for
reconsideration of the Court's prior decision not to disband the Lessors
Committee appointed in Jitney Jungle's chapter 11 cases.

Separately, F&D Reports' Scrambled Eggs publication reports, the Jackson,
Mississippi-based grocer received an extension of its time to assume or reject
the leases for its remaining locations until September 10, 2000. Additionally,
Jitney has queued-up motions to sell (a) three parcels of land, two with
stores, fixtures and equipment, and (b) the fixtures and equipment in 16
locations for which it has previously rejected the leases.

LG&E CAPITAL: Fitch's Downgrades Credit Rating to BBB+
Fitch has downgraded the credit ratings of LG&E Capital Corp. from 'A-' to
'BBB+' following LG&E Energy Corp.'s $194 million after-tax write-down, $155
million of which relates to its non-regulated power supply obligations. LG&E
Capital Corp.'s commercial paper rating remains 'F2'. The Outlook is Negative.

The $155 million after-tax write-down primarily reflects an increase to
reserves for higher loads, both forecasted and year to date, related to
Oglethorpe Power (OPC) all-requirements supply contract. In addition, the
charge reflects a change in the methodology for calculating its future
obligations to supply under the OPC contract from an NPV amount to a nominal
amount, and adjustments to reflect actual experience under certain power
supply contracts.

It is important to note that although the $155 million charge reflects both
increased volumes and higher near-term price curve, the possibility of
additional write-offs remains. Additionally, LGE's leverage ratio continues to
be adversely affected from a series of write-downs from its obligation to
supply. Since July 1998, the company has written off nearly $600 million in
equity, resulting in significantly higher debt levels; debt/capitalization at
June 30, 2000 was impacted by roughly 3.5 percent by the $194 million charge
and has increased to approximately 64.5 percent on an unadjusted basis. To
help hedge both its jurisdictional and non-jurisdictional supply obligation,
LGE will purchase up to 10 gas-fried combustion turbines to provide a physical
back-stop to its peak requirements. Some of the turbines will be built in the
Southeast region to help cover the OPC load and are expected to be completed
and operational by 2002. The company expects to finance these facilities with
an off-balance-sheet financing. Other turbines could be utilized to cover the
utilities' native load growth and will be financed at the utility level.

With near-term turbine progress payments and commercial paper rollovers, LGE's
liquidity and debt repayment have some level of execution risk. The company is
currently arranging an accounts receivable securitization of its four primary
subsidiaries (Louisville Gas & Electric, Kentucky Utilities, Western Kentucky
Energy and LG&E Energy Marketing) with expected proceeds in the $100-125
million range. Additionally, the company continues to work toward a sale of
midstream gas properties in the Southwest. An additional charge of $27 million
reflecting the market value versus book value of these properties has also
been booked in 2Q'00.

LGE and PowerGen now expect their merger to close by the end of the year,
pending completion of remaining regulatory approvals and satisfaction of other
conditions necessary for closing. The company received notice today that it
has obtained clearance under the Hart-Scott-Rodino Act. The transaction
previously has been approved by the shareholders of both companies, the
Kentucky Public Service Commission, the Virginia State Corporation Commission
and the FERC. PowerGen's acquisition of LGE is not expected to be affected by
these events. Under the merger agreement, charges related to LGE's OPC supply
obligation have been excluded as a material adverse change. The company also
took a $12 million charge for expenses related to the Powergen acquisition,
rounding off the 2Q'00 charge.

The credit ratings of Louisville Gas & Electric Company and Kentucky Utilities
Company (KU) remain on Rating Watch Negative, where they were placed following
the announced PowerGen plc acquisition of LGE for approximately $5.4 billion.
Some level of convergence is expected between the utilities' credit ratings
and those of LGE upon completion of PowerGen acquisition and/or as the
acquisition financing, management and strategic plan for LGE becomes more
certain. Fitch currently rates Louisville Gas & Electric's senior secured debt
'AA-', non-collateralized PCRBs 'A+', preferred stock 'A' and commercial paper
'F1'. Fitch rates KU's senior secured debt 'AA-', preferred stock 'A' and
commercial paper 'F1'.

Fitch is an international rating agency that provides global capital market
investors with the highest quality ratings and research. Dual headquartered in
New York and London with a major office in Chicago, Fitch rates entities in 75
countries and has some 1,100 employees in more than 40 local offices
worldwide. The agency, which is a combination of Fitch IBCA and Duff & Phelps
Credit Rating Co., provides ratings for Financial Institutions, Corporates,
Structured Finance, Insurance, Sovereigns and Public Finance Markets

LOEWEN GROUP: Posts a $76.3 Million Second-Quarter Loss
Loewen Group, Inc., posted a net loss of $76.3 million for the second quarter,
Reuters reports.  John Lacey, Loewen's chairman, says that the funeral home is
making progress with its reorganization, and the loss posted was due to
"generally slow business conditions" of the funeral homes and cemetery
operators in North America.  

In June 1999, Reuters recalls, Loewen filed for bankruptcy protection in
United States and Canada because of its $2.3 billion debt.  As part of its
reorganization plan, the funeral home operator asked for approval from the
bankruptcy court to sell some of its properties.  Out of its 1,300 funeral
homes and cemeteries, 371 was approved earlier this year by the court to be

LOEWEN GROUP: Forest Park Moves to Reject Shreveport Monument Sales Agreement
Forest Park Cemetery of Shreveport, Inc., Forest Park Cemetery West of
Shreveport, Inc. and Loewen (Georgia), Inc., f/k/a Southeastern Advertising
and Sales System, Inc., sought and obtained authority from Judge Walsh to
reject a sales agreement with Shreveport Monument Cemetery under which
Shreveport has the exclusive right to supply granite monuments for sale within
the Cemeteries for 15 years beginning in June, 1994.  Loewen told the
Bankruptcy Court that Shreveport is currently not satisfying any orders for
granite monuments placed by Forest Park on behalf of customers of the
cemeteries.  Consequently, Forest Park is unable to meet customer demand and
has been forced to provide refunds to a number of customers.  As a result,
Forest Park's business operations and reputation with customers in the
Shreveport, Louisiana community are suffering significantly.  (Loewen
Bankruptcy News, Issue No. 24; Bankruptcy Creditors Service Inc., 609/392-

MARINER HEALTH: Texas Appeals from Order Prohibiting Setoffs & Recoupment
Displeased with Judge Walrath's denial of the Nine States' Motion to vacate
the first-day order prohibiting certain payors from withholding, offsetting,
or recouping payments owed to debtors, the Texas Department of Human Services
filed a notice of appeal indicating its intention to put Judge Walrath's
ruling in the Mariner Health cases before the United States District Court for
the District of Delaware for review.

The State of Texas puts four issues before the District Court on appeal:

    (1)  Whether the Bankruptcy Court lacked jurisdiction, as a result of the
         states' assertion of their Eleventh Amendment rights, to enter an
         order under 11 U.S.C. section 105(a) which prohibited State Medicaid
         Agencies from withholding, offsetting, or recouping payments awed to
         Debtors against any prepetition claims;

    (2)  Whether the Bankruptcy Court erred in failing to require the Debtor
         to file an adversary proceeding in accordance with Bankruptcy Rule
         7001 to seek the injunctive relief awarded against the Texas
         Department of Human Services;

    (3)  Whether the Bankruptcy Court erred by entering a "comfort order" over
         the State's objection that it violated the State's Eleventh Amendment
         rights in violation of the Article III requirement that there be a
         "case of controversy;" and

    (4)  Whether the Bankruptcy Court erred as a matter of law in denying the
         Texas Department of Human Services' motion to vacate the injunction
         which prohibit it from withholding, offsetting, or recouping payments
         owed to Debtors against any prepetition claims.
(Mariner Bankruptcy News, Issue No. 7; Bankruptcy Creditors Service Inc.,

MARK IV: Moody's Downgrades $644 Million of Subordinated Debt Ratings to B3
Moody's Investors Service downgraded all of the ratings of Mark IV Industries,
Inc.  Mark IV's three issues of publicly traded subordinated notes aggregating
$644 million were downgraded to B3, from Ba2.  The $249 million of 7.5% senior
subordinated notes due 2007 are expected to remain outstanding upon closing
the proposed transaction, whereas the $250 million ($120 million remaining
balance) of 7.75% senior subordinated notes due 2006 and the $275 million of
4.75% convertible subordinated notes due 2004 are entitled to be repaid upon a
change of control. The existing $200 million senior secured revolving credit
facility was downgraded to Ba3, from Baa3. Moody's also assigned a Ba3 rating
to all tranches of the company's new senior secured credit facilities, which
total $1,187.5 million. The borrowers consist of one U.S. operating subsidiary
and two Italian operating subsidiaries ("Subsidiary Bank Borrowers") of
holding company Mark IV. All borrowers are guaranteed by Mark IV. The senior
implied rating has been downgraded to Ba3, from Baa3, and the senior unsecured
issuer rating has been downgraded to B1, from Ba1. The company's debt ratings
had been placed on review for possible downgrade on May 31, 2000, in response
to the company's announcement that it had executed a definitive merger
agreement with MIV Acquisition ("MIV"). MIV is an entity controlled by BC
Partners, a European private equity group (which just raised its seventh fund
in the amount of 3.5 billion Euros), along with Interbanca S.p.A, a leading
Italian merchant bank. The company's new ratings incorporate the impact of the
negotiation of definitive agreements regarding the structure and financing of
the sale transaction, as well as the operating strategy for the company going
forward. The ratings of the bank credit facilities and subordinated debt
obligations that are being refinanced will be withdrawn upon their repayment
in connection with the MIV merger transaction. The rating outlook is stable.

The rating actions reflect Mark IV's high pro forma leverage, weakening cash
interest coverage, low return on assets, and negative tangible equity due to
pro forma goodwill equal to over one-third of total assets. The ratings
additionally reflect exposure to several other risk factors, including the
challenge of integrating recent acquisitions and successfully modifying the
company's strategic focus. Over the past several years, Mark IV has undergone
significant restructuring activity and has additionally executed a series of
acquisitions and divestitures. These efforts are part of an ongoing process to
improve the company's return on assets and refocus its operations on higher-
margin and technology-oriented niche businesses, where it can achieve growth
through leading market positions. While growth has been slow and the company's
performance has been difficult to evaluate during this transition period,
management fully believes that the company is now seeing the benefits of its
repositioning activities. There is some flexibility under the new senior
secured revolving credit facility to use revolving credit debt to finance
future acquisitions, but any sizable acquisitions would require approval by
all lenders. Mark IV's current business lines have widely varying margins.
Approximately half of Mark IV's sales are to customers within the cyclical
automotive industry, which is believed to be at a high point in its current
cycle. However, Mark IV's automotive segment performance has been outpacing
its industrial segment performance. The company is in the process of expanding
globally, in order to meet customer needs. While this geographic
diversification benefits the company, a higher portion of the revenues and
asset base will reside outside the US. Mark IV is subject to high tax rates as
a by-product of its foreign operating activities. In order to reduce the
company's effective tax rate, the pending buyout transaction is being
structured to include a high proportion of deeply subordinated securities with
tax deductible PIK interest.

The rating actions also consider Mark IV's strengths. These include the
company's competitive state-of-the art manufacturing facilities, available
capacity for growth, strong backlog of business, Tier I supplier status for
90% of its automotive OEM business, limited aftermarket activities,
diversified and long-standing customer base and projected capital expenditures
levels equal to roughly 90% of depreciation. Rationalization efforts over the
past few years have resulted in a company with greater operating efficiencies,
although further improvement is anticipated. The increased emphasis on
technology and world class manufacturing facilities has resulted in high
barriers to entry and strong growth prospects. Mark IV benefits from an
experienced management team, most of whose members are expected to remain with
the company upon closing the buyout transaction. While Mark IV bought back
more than 25% of its outstanding shares during the last couple of years in
reaction to its low stock price, this drain on liquidity will be eliminated
when the company becomes private upon closing of the pending transaction. The
company is also expected to benefit from the sponsorship of BC Partners and
Interbanca S.p.A.

The stable outlook reflects Mark IV's completion of the majority of its
restructuring activities, and the upgrading of its manufacturing facilities.
Upon closing the pending transaction as a private company, Mark IV may be
better positioned to focus on producing operating results in the absence of
pressures from the public markets.

The MIV merger transaction is valued at approximately $2.1 billion ($23 per
share). This is about 7.7x fiscal year end February 29, 2000 EBITDA. The
purchase price represents a premium of about 8% over the company's stock price
upon execution of the merger agreement on June 23, 2000, and 20% over the
company's stock price prior to the announcement of the its intention to
explore strategic alternatives. In order to finance the acquisition of Mark
IV's stock, a total of $275 million in common equity will be invested by BC
Partners, Interbanca, management ($10 million) and certain other parties. The
following funds will also be invested in the form of deeply subordinated PIK
securities with tax-deductible interest: A $260 million Equity Asset Sales
Bridge ("EASB") initially provided by the Royal Bank of Scotland and
Interbanca will be unconditionally guaranteed by funds advised by BC Partners
and investors in the Interbanca syndicate. In the event that this deeply
subordinated security remains outstanding after two years, it will then be
assumed by the funds which provide the guarantee. The security will bear an
interest rate of Libor + 1.25% on a PIK basis, and its guarantors will also
receive a fee (in the form of PIK notes) equal to 11.6% minus the interest
cost. The EASB will have a 10-year maturity. A $200 million deeply-
subordinated 11.6% PIK stock loan will be provided by institutional investors
selected by BC Partners, and a similar $80 million 11.6% shareholder PIK loan
will be provided by funds advised by BC Partners. These securities will have
maturities of nine and 10 years, respectively. None of these deeply
subordinated securities will benefit from covenants, incurrence tests, or
acceleration rights prior to full repayment of the senior secured credit
facilities. However, there is potential for prepayment of the EASB loan, PIK
stock loan and shareholder PIK loan interest and principal, in the event that
there are substantial sales of certain assets. The PIK stock loan also
contains change of control provisions.

The senior secured credit facilities will consist of a $200 million six-and-
one-half year revolving credit facility, a $587.5 million six-and-one-half
year term loan A, and a $400 million six-and-three-quarter-year term loan B.
The term loan B will have an accordion feature which will automatically extend
its final maturity to eight years on such date that the 7.5% senior
subordinated notes due 2007 are repaid in full. The co-borrowers under the
credit facilities will be comprised of one domestic operating subsidiary and
two Italian operating subsidiaries of Mark IV: Dayco Products, Inc. (US),
Dayco Europe SrL (Italy) and Lombardini SrL (Italy). Amounts borrowed on the
closing date of the transaction will refinance existing debt and cover fees
and expenses pertaining to the transaction. Subsequent usage will cover
working capital and general corporate needs. The Ba3 rating reflects the
benefits and limitations of the collateral package, which will consist of a
first priority interest in all assets of holding company Mark IV and any its
domestic subsidiaries. No collateral pledges will be supplied by the non-
domestic subsidiaries. Each of the credit facilities will receive a pari passu
interest in the collateral package, and collateral sharing in the event of
bankruptcy will be required among the lenders in all facilities, no matter
which country the funds were drawn in. Additionally, guarantees will be
provided by Mark IV and its domestic direct and indirect subsidiaries, and
pledges will be provided for 100% of the stock of Mark IV and its direct and
indirect domestic subsidiaries and for up to 65% of the stock of its foreign
subsidiaries. The senior secured lenders are entitled to receive dollar-for-
dollar debt prepayment out of at least the first $420 million in net proceeds
received in connection with sales of certain assets, and 100% of the net
proceeds from sales of all other assets. The revolving credit facility will be
drawn at approximately $45 million upon closing. Up to $100 million (maximum
$50 million in connection with any one acquisition) of this facility may be
borrowed on a revolving basis in connection with permitted acquisitions. The
Ba3 rating of the senior secured bank facilities is the same as the senior
implied rating, reflecting limited tangible asset coverage.

The issuer of the $250 million of the senior subordinated notes due 2007 is
Mark IV, which is a holding company. The B3 rating reflects the contractual
and new structural subordination of these notes to the secured credit
facility. In contrast to two other subordinated note issues totaling $525
million which are required to be repaid upon the merger transaction, these
unsecured notes do not benefit from any guarantees, incurrence tests
restricting a change in control, limitations sales of assets, or additions of
new debt. There is potential for certain new junior PIK securities to receive
principal and interest payments ahead of these notes, in the event that there
are substantial net proceeds from sales of certain assets, if any. In the
event of another change of control, these remaining senior subordinated notes
could potentially be repaid subsequent to the new PIK securities being
provided through the equity funds.

Upon closing the go-private transaction, leverage will initially be
substantial. For example, pro forma LTM August 31, 2000 "Total debt/EBITDA"
(excluding all of the deeply subordinated PIK notes) is 4.4x. This ratio would
be significantly greater, were any of the deeply subordinated PIK notes
included by virtue of certain debt-like characteristics. Pro forma LTM August
31, 2000 interest coverage, as measured by "EBITDA-CapEx/Cash Interest" is
moderate at 1.8x. The company's future cash flow is expected to benefit from
capital expenditures levels that are slightly less than depreciation. Since
most of the facilities have already been upgraded to state-of-the-art status
with adequate capacity, the company would have some flexibility to temporarily
curtail capital spending.

Pro forma debt-to-book capitalization will be moderate at 61% upon closing.
Tangible book net worth will be negligible, due to the substantial goodwill
that will be created upon the merger transaction. The pro forma EBITA return
on total assets is substandard at less than 8%.

Mark IV Industries, Inc., headquartered in Amherst, New York, is a leading
manufacturer of engineered systems and components in three broad product
categories: (i) Power Transmission and Engine-Related Products, which employ
power transmission, air intake and power train technologies; (ii) Fluid
Management, which applies fluid transfer, fluid power (hydraulics) and fuel
handling technologies; and (iii) Transportation, which primarily consists of
information display systems and intelligent vehicle highway systems (including
EZ Pass). These systems and components serve automotive and industrial markets
and are sold to original equipment manufacturers and as replacement products
in the aftermarket. Mark IV enjoys Tier I supplier status with many of the
world's largest automotive manufacturers. The company's customer base is
located in diverse geographic markets, including the United States and Europe,
and, to a lesser extent, Canada, South America and the Asia and Pacific
Region. Mark IV operates 65 manufacturing facilities and 51 distribution and
sales locations and employs approximately 15,600 people in 14 countries. Mark
IV's revenues are approximately $2 billion per annum.

NORTHLAND CRANBERRIES: Halts Dividends Until "Strategic Alternatives" Reviewed
Northland Cranberries Inc. suspended its quarterly cash dividend payments on
Class A and Class B shares until it concludes it review of "strategic
alternatives."  The policy will be reviewed each quarter, the company says.

Northland said in March it had hired U.S. Bancorp Piper Jaffray Inc. and Bank
of America Securities L.L.C. to consider strategic alternatives, including the
possible sale of the entire company or assets such as its bottle juices,
because of continued low prices for its cranberry juice. Wisconsin Rapids-
based Northland is a grower, handler, processor and market of cranberries and
cranberry products.  (Milwaukee 27-Jul-2000)

OMEGA HEALTHCARE: Wechsler Harwood Files Class Action Lawsuit
A class action against Omega Healthcare Investors, Inc. (NYSE: OHI) and
certain of its officers and directors has been commenced in the United States
District Court For The Southern District Of New York by Wechsler Harwood
Halebian & Feffer LLP.  The suit is on behalf of shareholders who purchased
the common stock of Omega between April 13, 1999 and May 11, 2000.  The
complaint alleges that Omega and certain of its directors and executive
officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and Rule 10b-5 promulgated thereunder.

The complaint alleges that the defendants issued materially false and
misleading financial statements contained in filings with the Securities and
Exchange Commission and press releases, that, inter alia, overstated the
Company's assets, revenues, income and earnings per share during the Class
Period and further misrepresented the likelihood of continuing the payment of
its existing dividend.

On May 11, 2000, the Company finally announced that it had negotiated a cash
infusion to stave off bankruptcy and would nonetheless cut its dividend. On
this news, Omega's stock fell to between $4.00 and $5.00 per share. The
Company's common stock had traded as high as $26.00 per share on the NYSE
during the Class Period.

However, the individual defendants and certain insiders fared better. During
the Class Period, and shortly before, the individual defendants sold over
thousands of shares of the Company's common stock at a price almost four times
higher that Omega's stock was worth at the end of the Class Period.

Contact, at 877-935-7400, Ramon Pinon, IV, Esq., for further information.  

PAGING NETWORK:  Involuntary Case Summary
Alleged Debtor:  Paging Network, Inc.
                  14911 Quorum Drive
                  Dallas, Texas 75240

Type of Business:  A leading provider of wireless communications services
                    through U.S. and Canada with 8.4 million units in service

Involuntary Petition Date:  July 14, 2000

Case Number: 00-03098

Court:  District of Delaware

Judge:  Gregory M Sleet

Petitioners' Counsel:  Seward & Kissel LLP
                        One Battery Park Plaza
                        New York, NY 10004
                        Tel:(212) 574-1200

                        Potter Anderson & Corroon LLP
                        1313 N. Market Street
                        Wilmington, DE 19899
                        Tel:(302) 984-6000

Everest Capital Master Fund L.P.
Peter Jinks and Eric Graham
The Bank of Butterfield Bldg.
65 Front St., 6 Fl.                
Hamilton HM12 Bermuda         Bond Debt       $ 2,431,173

Quantum Energy Growth Partners C.V.          
Peter Jinks and Eric Graham
The Bank of Butterfield Bldg.
65 Front St., 6 Fl.                
Hamilton HM12 Bermuda         Bond Debt       $ 1,014,576

Everest Capital Senior
Debt Fund L.P.                Bond Debt          $ 50,000

PRIME SUCCESSION: Case Summary and 20 Largest Unsecured Creditors
Debtor:  Prime Succession, Inc.
          3940 Olympic Boulevard, Suite 500
          Erlanger, KY 41018

Type of Business:  Debtor is the fifth largest provider of funeral, cremation
                    and cemetery services in the United States, with funeral
                    homes and cemeteries in nineteen states, primarily in non-
                    urban areas.

Chapter 11 Petition Date:  July 31, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-02969

Debtor's Counsel:  Pauline K. Morgan, Esq.
                    Michael R. Nestor, Esq.
                    Young Conaway Stargatt & Taylor, LLP
                    11th Floor-rodney Square North
                    P.O. Box 391
                    Wilmington, Delaware 19801

                    Alan W. Kornberg, Esq.
                    Jeffrey D. Saferstein, Esq.
                    Dana S. Safran, Esq.
                    Nkiruka R. Nwokoye, Esq.
                    Penny L. Dearborn, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                    1285 Avenue of the Americas
                    New York, New York 10019
                    Tel:(212) 373-3000

Total Assets:  $ 405,546,414
Total Debts :  $ 314,423,963

20 Largest Unsecured Creditors

U.S. Trust Company of New York
114 West 47th Street
New York, NY 10036            Senior Sub
Tel:(212) 852-1676            Notes              $ 100,000,000

Batesville Casket Company, Inc.
Highway 46
Batesville, IN 47006          Note                 $ 2,564,287

Jeff Gamble
405 Sharps Springs Road       Former Owner
Winchester, TN 37398          Obligation           $ 2,555,777

Donald D. & Betty H. Taylor
512 Adams Street, S.W.      
P.O. Box 862                  Former Owner
Huntsville, AL 35801          Obligation           $ 1,044,703

Greg Hilgendorf
114 Shelby Street             Former Owner
Covington, KY 41011           Obligation             $ 749,066

Virgil L. Simpson
P.O. Box 367                  Former Owner
Newburgh, IN 47630            Obligation             $ 653,094

Wesbanco Bank Parkersburg   
260 Gihon Village
P.O. Box 3030                 Former Owner
Parkersburg, WV 26103         Obligation             $ 346,617

Arnold D. Brown
P.O. Box 5036                 Former Owner
Everglades City, FL 34139     Obligation             $ 289,353

John R. Johnson
P.O. Box 333                  Former Owner
Monroeville, AL 36461         Obligation             $ 288,843

Frederick B. Hunter
1523 SE 7th Street            Former Owner
Ft. Lauderdale, FL 33316      Obligation             $ 270,897

Cheryl Hunter Sullivan
4880 Hunter's Way             Former Owner
Boca Raton, FL 33434          Obligation             $ 270,897

Don Bierschwale
711 S.E. Military             Former Owner
San Antonio, TX 78214         Obligation             $ 258,450

Shoreline Bank                Former Owner           
                               Obligation             $ 232,523

Applied Retail Systems, Inc.  Note                   $ 229,530

Joe Weatherford               Former Owner
                               Obligation             $ 228,193

James R. Starks               Former Owner
                               Obligation             $ 211,339

Charles A. Kern               Former Owner
                               Obligation             $ 202,619

Robert L. Starks              Former Owner
                               Obligation             $ 185,493

Bradford Lee Hunter           Former Owner
                               Obligation             $ 180,598

Frederick B. Hunter, III      Former Owner
                               Obligation             $ 180,597

SAFETY-KLEEN: Committee Retains Milbank Tweed as Lead Counsel
The Official Committee of Unsecured Creditors appointed in Safety-Kleen's
chapter 11 cases pending before the Bankruptcy Court in Wilmington advises the
Court that it selected the New York and Los Angeles-based law firm of Milbank,
Tweed, Hadley & McCloy as its lead counel in the Debtors' chapter 11 cases.

Luc A. Despins, Esq., Peter R. Roest, Esq., and Susheel Kirpilani, Esq., lead
the engagement.  A formal application to retain the Firm, the Committee
tells Judge Walsh, will be filed in the near future.  Other matters of greater
significance occupy the Committee's and Mr. Despins' time at the moment.
(Safety-Kleen Bankruptcy News, Issue No. 5; Bankruptcy Creditors Service Inc.,

TOKHEIM CORPORATION: Bank Group & Noteholders Reach Agreement in Principle
Tokheim Corporation (OTCBB: TOKME) announced that it has reached an agreement
in principle, subject to definitive documentation, with representatives of its
bank group and an informal committee of holders of its senior and junior
subordinated notes to restructure the debt outstanding under the Company's
bank credit facility and subordinated notes which at May 31, 2000 totaled
approximately $504 million.

It is anticipated that the restructuring will be accomplished through a
prepackaged plan of reorganization for the Company and its U.S. subsidiaries
pursuant to Chapter 11. The Company's non-U.S. subsidiaries are not expected
to be affected. The Company will continue to pay its employees and trade
creditors in the normal course of business. The restructuring plan will
include continuing payment of these obligations during the restructuring

Douglas K. Pinner, Chairman, President and Chief Executive Officer of Tokheim,
stated: "The agreement in principle represents a major step to vastly improve
the Company's liquidity, which has been strained by the substantial downturn
in demand for petroleum dispensing systems caused by the broad consolidation
among major oil companies and their subsequent reduction in capital
investments as well as by the weakening of European currencies against the
U.S. dollar.

"The onset of the downturn and weakened European currencies also coincided
with the first year of the Company's three-year integration plan following the
acquisition of the RPS division of Schlumberger in October, 1998 which
effectively doubled the Company's revenue base. The Company's revenue base had
previously doubled upon the acquisition of Sofitam in 1996. The integration
plan was accelerated in the face of rapidly changing business conditions and
is both ahead of schedule and realizing economic benefits beyond those
originally projected. The benefits of the accelerated integration mitigated
but could not negate the impact on Tokheim of the unprecedented and severe
industry downturn.

"Once the planned restructuring is completed, Tokheim will emerge as a
stronger company with a sound financial structure that is appropriate not only
for today's level of business activity but also for the expected future growth
of the business as the major oil companies and the distributor business
segment resume normal levels of capital investment.

"The restructuring of our domestic operations does not involve any factory
closures or headcount reductions. Rather, it will provide the reinforced
financial foundation on which Tokheim can continue to build its position as
the global leader in its industry, bringing continued leadership in
technology, quality focus and customer service."

Under the terms of the agreement in principle, the existing bank credit
agreement will be restructured to a $240 million debt facility comprising a 5
year senior term facility of approximately $140 million and a 5 year trust
debt facility of $100 million. Interest on the trust debt facility will be
accrued but not paid until at least December 31, 2002. Mr. Pinner added:
"Importantly, our new agreement with the Company's bank group will
substantially improve our liquidity by providing an additional $50 million
debtor-in-possession facility to the Company, which will be converted into a 5
year revolving facility upon the Company's emergence from the restructuring

In exchange for their notes, the holders of $260 million of senior and junior
subordinated notes will receive approximately 90 percent of the equity value
of the restructured Company, subject to dilution for warrants to existing
shareholders and management options. Members of the bank group will also
receive warrants for 10 percent of the equity. Existing common stock will be
cancelled. Holders of existing common stock will receive "out of the money"
warrants to purchase equity of the reorganized company. The Company's
employees' rights to receive cash redemptions of preferred stock held by the
Retirement Savings Plan (RSP) will be preserved.

The Company announced that it will commence a solicitation of its debt holders
to obtain formal approval of the restructuring plan. Tokheim indicated that
the solicitation period is expected to begin in early August.

As part of the Company's restructuring plan, Tokheim will defer the August 1,
2000 interest payments on its senior and junior subordinated notes. A
continued deferral of the interest payments on the notes will constitute a
default under the Company's existing bank credit facility and, following a 30
day grace period, constitute a default pursuant to the respective indentures
under which the securities were issued.

Tokheim also announced that for the fiscal second quarter ended May 31, 2000,
the Company reported an operating loss of $4.7 million compared to an
operating profit of $7.5 million in the second fiscal quarter of 1999. Sales
in the 2000 second fiscal quarter were $134.8 million, compared to 1999 fiscal
second quarter sales of $177.0 million. The results reflect business trends
consistent with those experienced in the Company's first fiscal quarter ended
February 29, 2000. A more detailed discussion of results of operations is
included in the Company's Quarterly Report on Form 10-Q which will be filed
with the Securities and Exchange Commission later today.

Tokheim, based in Fort Wayne, Indiana has grown to become the world's largest
producer of petroleum dispensing devices. Tokheim Corporation manufactures and
services electronic and mechanical petroleum dispensing systems. These systems
include petroleum dispensers and pumps, retail automation systems (such as
point-of-sale systems), dispenser payment or "pay-at-the-pump" terminals,
replacement parts, and upgrade kits.

U.S. LEATHER: Diedrich Acquires Tannery for $1.22 Million; to Reopen Aug. 17
According to a recent filing in the U.S. Bankruptcy Court, Judge Margaret Dee
McGarity approved the sale of U.S. Leather, Inc., to Diedrich Acquisitions
LLC, the Milwaukee Journal Sentinel reports.  The tannery, located at 2615 W.
Greves St. in Milwaukee's Menomonee Valley, is scheduled to reopen with a 30-
person workforce in mid-August.  The acquisition cost Diedrich $1.22 million
for the building and equipment.  U.S. Leather filed for protection from
creditors under Chapter 11 bankruptcy in February with assets of $74.7 million
and debts of $80.3 million.

U.S. WOOD: Files for Chapter 11 Bankruptcy
Dow Jones reports that U.S. Wood Products, Inc., filed for voluntary Chapter
11 reorganization in U.S. Bankruptcy Court in Delaware.  The corporation has
assets of around $10 million to $50 million and debts reaching $50 million to
$100 million.  Laura Davis Jones, Esq., of Pachulski Stang Ziehl Young & Jones
PC serves as bankruptcy counsel.

According to Federal Filings Business News, U.S. Wood is also known under
other trade names, including Down River International Forest Products,
Goldenberg Group Inc., Allied Plywood Corp, Prime Source Building Products,
Sequioia Supply, Texas Plywood, Southwest Plywood, EH Wood Products, and
Westex Distributors.

US WOOD:  Case Summary and 20 Largest Unsecured Creditors
Debtor:  US Wood Products, Inc.
          11852 South Alameda Street
          Lynwood, CA 90262

Chapter 11 Petition Date:  July 31, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03198

Debtor's Counsel:  Laura Davis Jones, Esq.
                    Bruce Grohsgal, Esq.
                    Pachulski, Stang, Ziehi, Young and Jones P.C.
                    919 North Market Street, 16th Floor
                    P.O. Box 8705
                    Wilmington, DE 19899-8705
                    Tel:(302) 652-4100

Total Assets:  $ 10,000,000 above
Total Debts :  $ 50,000,000 above

20 Largest Unsecured Creditors

Tafisa Canada
P.O. Box 5523
Burlington, VT 54025-523
Tel:(819) 583-2930
Fax:(888) 711-3472         Trade Vendor    $ 634,958

Temple Inland
303 So. Temple Dr.
Diboll, TX 75941
Tel:(409) 829-5511
Fax:(409) 829-7846         Trade Vendor    $ 531,173

Longlac Wood Indust.
P.O. Box 66512
AMF O'Hare
Chicago, IL 60666-512
Tel:(888) 566-4522
Fax:(888) 783-0344         Trade Vendor    $ 525,621

Panolam Industries, Ltd
P.O. Box 7500
Huntsville, On P1H2J7
Tel:(800) 672-6652         Trade Vendor    $ 450,188

Williamette Industries
File No.6647
Los Angeles, CA 90074  
Tel:(803) 802-8075         Trade Vendor    $ 442,440

Dept. LA 21008
Pasadena, CA 91185-1008
Tel:(800) 233-3150
Fax:(717) 366-4058         Trade Vendor    $ 416,534

Louisiana Pacific
P.O. Box 920022
Atlanta, GA 30392          Trade Vendor    $ 401,848

International Paper
Decorative Products Div
P.O. Box 2156
Oshkosh, WI 54903   
Tel:(414) 235-0440
Fax:(252) 823-0202         Trade Vendor    $ 389,386

Duratex No. America Inc
1208 East Chester Dr.
Suite 202
High Point, NC 27265
Tel:(800) 566-1500
Fax:(910) 885-1501         Trade Vendor    $ 389,294

Sierapine Limited
2151 Professional Dr.
Suite 200
Roseville, CA 95661
Tel:(209) 223-6000
Fax:(916) 772-3415         Trade Vendor    $ 376,696

Ike Trading Co. Ltd.
8905 SW Nimbus Ave
Suite 190
Beaverton, OR 97008        Trade Vendor    $ 369,958

Atlantic Veneer Corp
P.O. Box 6600
Beaufort, NC 28516       
Tel:(919) 728-3169
Fax:(919) 728-4906         Trade Vendor    $ 367,666

1945 s. Highway 304
Belen, NM 87002
Tel:(500) 428-6648
Fax:(505) 864-1299         Trade Vendor    $ 363,685

Formica Corp
P.O. Box 92591
Chicago, IL 60675          Trade Vendor    $ 347,812

States Industries, Inc.
29545 Enid Road East
P.O. Box 7037
Eugene, OR 97401
Tel:(800) 233-8827
Fax:(541) 689-8051         Trade Vendor    $ 342,301

Timber Products Co.
P.O. Box 641855
Pittsburgh, PA 15264-1855
Tel:(541) 744-4233
Fax:(541) 744-5440         Trade Vendor   $ 298,348

Columbia Forest Products
P.O. Box 60709
Charlotte, NC 28260-0709
Tel:(503) 882-7281         Trade Vendor   $ 253,962

West Fraser Mills Ltd      Trade Vendor   $ 249,169

DNP America, Inc.          Trade Vendor   $ 218,795

Wolstenholme Partners      Trade Vendor   $ 200,402


A list of Meetings, Conferences and seminars appears in each Tuesday's edition
of the TCR.  Submissions about insolvency-related conferences are encouraged.

Bond pricing, appearing in each Friday's edition of the TCR, is provided by
DLS Capital Partners in Dallas, Texas.

For copies of court documents filed in the District of Delaware, please
contact Vito at Parcels, Inc., at 302-658-9911.  For bankruptcy documents
filed in cases pending outside the District of Delaware, contact Ken Troubh at
Nationwide Research & Consulting at 207/791-2852.


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, Ronald Ladia, Zenar Andal, and Grace Samson,

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 prior written permission of the publishers.
Information 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 e-mail.
Additional e-mail subscriptions for members of the same firm for the term of
the initial subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 301/951-6400.

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