TCR_Public/000807.MBX             T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Monday, August 7, 2000, Vol. 4, No. 153

                               Headlines

ACCESS PUBLISHERS: Publishing Company Consents to Involuntary Petition
APPLE ORTHODONTIX: Exclusive Period Extended to September 23, 2000
AUREAL, INC: Exclusive Period Extended to December 1, 2000
AUTOMATA INTERNATIONAL: Sale of Assets to DDi Corp. for $20 Million Approved
BAPTIST FOUNDATION: Clifton R. Jessup to Serve As Liquidating Trustee

BELTEX CORPORATION:  Case Summary and 20 Largest Unsecured Creditors
BLUE FISH: Fashion Clothing Manufacturer Opens in New Bethlehem Store
CHS ELECTRONICS: Hewlett-Packard Will Cast $21 Million Vote on 3d Amended Plan
CONVERSE, INC: Seeks To Finalize $85 Million Financing With Universal Credit
DIGITAL ENTERTAINMENT: Bankruptcy Trustee Will Probe Bargain Price Asset Sales

FAMILY GOLF: Klak Golf Offers $18.9 Million for 35 Properties
FIRST JERSEY: Full-Text Copy of Brennan Bankruptcy Crime Indictment
FIRSTPLUS FINANCIAL: Asks Court to Extent Claim Objection Deadline to Dec. 31
FREMONT GENERAL: Fitch Rates Senior Debt at B- and Junks Preferred Securities
GENESIS/MULTICARE: Motion For Approval Of $250MM DIP Financing Pact

INTEGRATED HEALTH: Founder Dr. Elkins Gets $50 Million to Leave Post
INTEGRAL PERIPHERALS: Submits Application for Final Decree
KITTY HAWK: Discloses Intention to File Plan of Reorganization on August 25
KMART: Announces Senior-Level Management Changes
LOEWEN GROUP: Discloses Additional Relationships with Parties-in-Interest

NAHDREE GROUP: Disclosure Statement Hearing Set for September 19
PRISON REALTY: Beasley Takes Over Crants' Post Until New CEO Can be Found
SAFETY-KLEEN: U.S. Trustee Balks at Ordinary Course Professional Employment
SANITARY SERVICES: Trash Hauler Files For Bankruptcy Protection
SERVICE CORPORATION: Moody's Lowers Deathcare Concern's Debt Ratings To B1

SIRENA APPAREL: Receives Court Approval for its Reorganization Plan
SOUTHERN MINERAL: Plan of Reorganization Declared Effective on August 1
STEWART ENTERPRISES: Moody's Lowers Deathcare Firm's Debt Ratings to Ba3
U.S. MEDIA: Abrams' $6 Million Bid for Stewart, Tabori & Chang Approved
VALUCAR, INC: Bradenton Used-Car Company Files for Chapter 11

                               *********

ACCESS PUBLISHERS: Publishing Company Consents to Involuntary Petition
----------------------------------------------------------------------
Access Publishers Network of Michigan, Cahners Business reports, consented to
the involuntary chapter 7 petition filed against it in the U.S. Bankruptcy
Court in Grand Rapids and immediately moved the Court to convert its case to a
Chapter 11 reorganization.  The involuntary petition was filed in July by five
creditors, Bluestar Communication, Oakhill Press, Permarin Books, Diamond
Books and Omega Publications, owed approximately $500,000.   

Access Publishers serves as a distributor for nearly 300 micropublishers that
produce two or so books a year.  Access reports some $4 million a year in
annual sales. A division of International Media Holdings in Jacksonville, Fl.,
Great Wisdom Publishing purchased Publishers Distribution Services 10 years
ago, which is now known as Access Publishers.


APPLE ORTHODONTIX: Exclusive Period Extended to September 23, 2000
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, Houston
Division, entered an order on July 24, 2000 finding that cause exists to
extend the exclusive period during which Apple Orthodontix may propose a plan
of reorganization through September 23, 2000.  The Court granted Apple a
concomitant extension of its exclusive period during which to solicit
acceptances of that plan through November 22, 2000.  


AUREAL, INC: Exclusive Period Extended to December 1, 2000
----------------------------------------------------------
By order entered on July 17, 2000, the Honorable Leslie L. Tchaikovsky,
granted Aureal, Inc., d/b/a Silo.Com, pursuant to section 1121(b) of the
Bankruptcy Code, a further extension of its exclusive period in which to a
plan of reorganization through December 1, 2000.

The period during which the debtor has the exclusive right to solicit
acceptances of any plan filed on or before December 1, 2000, pursuant to
section 1121(c)(3) of the Bankruptcy Code, is extended through January 30,
2001.


AUTOMATA INTERNATIONAL: Sale of Assets to DDi Corp. for $20 Million Approved
----------------------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical, technologically
advanced design, development and manufacturing services for the electronics
industry, announced its intent to acquire the assets of Automata
International, Inc., a Virginia-based manufacturer of technologically advanced
printed circuit boards (PCBs).  Automata International filed for Chapter 11
bankruptcy protection on June 23, 2000 and filed with the bankruptcy court an
agreement by which DDi would acquire the manufacturing facility, fixed assets
and other assets of Automata International. The bankruptcy court approved the
transaction today, with a sale price of approximately $20 million in cash. The
closing is expected to occur this week.

Acquisition Provides Strategic East Coast Presence DDi Corp. has viewed
Automata International as an attractive acquisition target for several years,
according to President and Chief Executive Officer Bruce McMaster. "We have
been looking for an opportunity to establish a manufacturing presence on the
East Coast. We will not only achieve that objective, but, importantly, we view
this as an opportune acquisition in terms of gaining additional capacity
immediately. The market for PCB products and assembly is incredibly active,
and while the electronics manufacturing services industry as a whole is trying
to manage production levels at all time highs, we will be able to address an
even larger part of that market. The additional 100,000 square feet of
manufacturing space will increase our present PCB manufacturing capabilities
by over 30%, enabling us to service our existing customers even more
efficiently while stepping up our outbound sales and marketing efforts."


BAPTIST FOUNDATION: Clifton R. Jessup to Serve As Liquidating Trustee
---------------------------------------------------------------------
By order entered on July 24, 2000, Baptist Foundation of Arizona, and the
Official Unsecured Creditors Committee and the Official Collateralized
Investor Committee are authorized to employ and retain Clifton R. Jessup Jr.,
Esq., as of June 1, 2000.  As reported in the TCR on June 16, the Debtors and
their Committees selected Mr. Jessup, who maintains his office in Dallas,
Texas, to serve as the trustee to oversee the sale of the Foundation's
remaining assets.  Those assets include causes of action against former
Foundation officials.  


BELTEX CORPORATION:  Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------------
Debtor:  Beltex Corporation
          25 Knitcraft Rd.
          Belmont, NC 28012

Bankruptcy Date of File:  July 28, 2000

Case Number:  00-31619

Court:  Western District of North Carolina

Judge:  Marvin R. Wooten

Debtor's Counsel:  Joseph W. Grier, Esq.
                    Grier & Furr, P.A.
                    101 N. Tryon St., Suite 1240
                    Charlotte, NC 28246
                    (704) 332-0201

Total Assets:  $ 1,000,000 above
Total Debts:   $ 1,000,000 above

20 Largest Unsecured Creditors:

Bowling Green Spinning
P.O. Box 459
Gastonia, NC 28052                  $ 536,837

Claiborne Textile Inc.
P.O. Box 160           Lease
Harrogate, TN 37752    Obligation   $ 380,036

Carolina Mills
P.O. Box 60620
Charlotte, NC 28260                 $ 280,466

R.L. Stowe Mills, Inc.              $ 248,969

Parkdale Mills Inc.                 $ 234,719

Knitcraft, Inc.                     $ 176,585

Yagi America Corp.                  $ 140,225

Joe-Anne Co International           $ 105,784

Swift Spinning Mills                 $ 69,918

J. Clyde Nevils                      $ 54,166

Harold G. Higdon                     $ 54,166

Texfi Blends, Inc.                   $ 41,177

Ultra Flex                           $ 39,269

BCBS Of Tennessee                    $ 36,958

Manhattan Associates LLC             $ 34,777

Greer & Walker, L.L.P.               $ 32,981

L & E Packaging                      $ 31,904

Avery Dennison                       $ 26,700

US Label Corporation                 $ 26,633

Peace Textile America, Inc.          $ 24,969


BLUE FISH: Fashion Clothing Manufacturer Opens in New Bethlehem Store
---------------------------------------------------------------------
The Allentown Morning Call reports that Blue Fish Clothing Inc., leased a
1,500-square-foot building on North Third Street in Bethlehem, Pennsylvania,
to open a new store. Saraceno Design owner, John Saraceno says, "They're in
cool places, and now they're going to be in another cool one."  Saraceno is
located one block from the new place.

Blue Fish, based in Frenchtown, New Jersey, is a maker of upscale apparel for
women and children.  The sportswear boutique filed for bankruptcy protection
under Chapter 11 to reorganize in Dec. of 1999.  With annual volume at about
$11 million, Blue Fish operates six stores, and sells to more than 300
specialty boutiques as well as Nordstrom, Neiman Marcus and the Saks Folio
catalog. The products are made of U.S. organic cotton.


CHS ELECTRONICS: Hewlett-Packard Will Cast $21 Million Vote on 3d Amended Plan
------------------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, Miami
Division, overseeing the chapter 11 reorganization undertaken by CHS
Electronics, granted a motion by Hewlett-Packard Company allowing it to vote
its $21,054,913.  Because CHS interposed a formal objection to HP's claim, HP
was forced to seek temporary allowance of its claim for voting purposes or not
have a say on whether to accept or reject the debtor's third amended
liquidating plan of reorganization.  HP does not indicate at this juncture
whether it supports or opposes CHS' plan.  


CONVERSE INC: Seeks To Finalize $85 Million Financing With Universal Credit
---------------------------------------------------------------------------
Converse, Inc., which defaulted on a June interest payment on its subordinated
notes, hopes to soon finalize a deal on $85 million in financing with
Universal Credit Corp.   The company desperately needs the money after
recently receiving a "going-concern" warning from its accountant,
PricewaterhouseCoopers LLP.  The North Reading, Ma. athletic-shoe company has
reportedly been looking for a suitor, but its $176 million debt load makes it
less than attractive despite the company's high-profile name.  (New Generation
Research Inc. 03-Aug-2000)


DIGITAL ENTERTAINMENT: Bankruptcy Trustee Will Probe Bargain Price Asset Sales
------------------------------------------------------------------------------
A report appearing in The Los Angeles Times this week says that bankruptcy
trustee Todd Neilson and his attorney Richard Diamond, Esq., are investigating
Digital Entertainment, Inc., on its sale of equipment and other assets.  
Diamond says, "We are commencing our investigation now," and adds that he will
look into the Santa Monica-based firm's high salaries and asset sales in the
three weeks prior to the bankruptcy filing.  According to one of Mr. Neilson's
court filings, he intends to delve deeper into "alleged or probable fraudulent
transfers."  

DEN executives, including Chief Executive Greg Carpenter, are targets of the
investigation, having allegedly bought equipment at rock-bottom bargain prices
that were far less than fair market value.

Additionally, the Trustee will focus his attention on salaries, bonuses and
other compensation paid to senior executives during the last 12 months:

      President David Neuman  -   $1,600,000
      Chairman Gary Gersh     -    1,200,000
      CEO Greg Carpenter      -      274,000
      Former CEO Jim Ritts    -      278,000

and he may consider retrieving the money from company's executives and
directors or their insurers for the benefit of DEN's estate and creditors.

Los Angeles-based Digital Entertainment filed for bankruptcy protection in
June, listing debts amounting to more than $10 million to at least 200
creditors.  The company, which delivered television-like programming using the
Internet, shut its doors in May after running out of cash.


FAMILY GOLF: Klak Golf Offers $18.9 Million for 35 Properties
-------------------------------------------------------------
Klak Golf LLC offers $18.9 million to purchase 25 properties from Family Golf
Centers Inc., subject to higher and better offers, if any, at a public auction
to be held at the U.S. Bankruptcy Court in Manhattan.  Harold Bordwin of Keen
Realty Consultants Inc. told a Dow Jones reporter that the court approved bid
procedures providing that Klaf Golf will receive a 3% breakup fee in the event
that the properties will be sold to a higher bidder.  Following the auction,
Family Golf will immediately present a Sale Motion to Bankruptcy Judge Stuart
M. Bernstein to obtain final authority to sell the properties to the
prevailing bidder.  


FIRST JERSEY: Full-Text Copy of Brennan Bankruptcy Crime Indictment
-------------------------------------------------------------------
Ken Troubh at Nationwide Research & Consulting, Inc. (207/791-2853)
provides TCR subscribers today with a full-text copy of the Indictment
unsealed last week that charges former penny-stock tycoon Robert E.
Brennan of First Jersey Securities, Inc., with concealment of assets,
making false oaths, and perjury in his high-profile bankruptcy case.  As
widely reported, 56-year-old Mr. Brennan appeared in Federal court in
New Jersey last week to enter not-guilty pleas, and was released on
$250,000 bail.  Michael Critchley, Esq., of West Orange, New Jersey,
leads Mr. Brennan's defense team.  

                  UNITED STATES DISTRICT COURT
                     DISTRICT OF NEW JERSEY

UNITED STATES OF AMERICA       :     HON. GARRETT E. BROWN, JR.

         v.                     :     CR. NO. 00-490 (GEB)

ROBERT E. BRENNAN              :     18 U.S.C. SS 152(3) AND 2

                            INDICTMENT

      The Grand Jury in and for the District of New Jersey, sitting in
Newark, charges:

                             COUNT 1

                          The Defendant

      1. At all times relevant to this Indictment, defendant ROBERT E.
BRENNAN resided in New Jersey and Florida and was primarily engaged in
managing his personal business interests.  Those interests included,
among other things, ownership of all the shares of a number of
corporations, including a securities brokerage firm known as First
Jersey Securities, Inc. ("First Jersey").

                          The SEC Action

      2. On or about October 31, 1985, the defendant BRENNAN and First
Jersey were sued by the United States Securities and Exchange Commission
(the "SEC") in United States District Court for the Southern District of
New York in an action entitled SEC v. First Jersey Securities, Inc., et
al. (the "SEC action").

      3. In or about June 1994, the SEC action went to trial.  On or
about July 14, 1995, the Court in that action entered judgment against
the defendant BRENNAN in favor of the SEC and ordered him personally to
pay disgorgement and interest in a total amount of $74,977,992.99.

             The Defendant's Accumulation of Gaming Chips

      4. From in or about May 1992 to in or about March 1995, the
defendant BRENNAN made three trips to the Mirage, a hotel and casino in
Las Vegas, Nevada.  At the end of each of those trips, BRENNAN departed
from the Mirage with a quantity of Mirage gaming chips that he had
accumulated, either by purchasing them or by winning them while
gambling.  By the time he left the Mirage at the end of the last of the
above trips on or about March 13, 1995, BRENNAN had accumulated and had
in his personal possession a total of more than $500,000 in Mirage
gaming chips.

                 The Defendant's Bankruptcy Petition

      5. On or about August 7, 1995, the defendant BRENNAN filed a
petition for personal bankruptcy in the United States Bankruptcy Court
for the Distrct of New Jersey.  In the petition, BRENNAN sought
protection from the SEC and his other creditors under Chapter 11 of the
Bankruptcy Code.

      6. BRENNAN also filed certain required schedules together with his
bankruptcy petition, including schedules in which he was required to
provide a detailed itemization of all his real and personal property of
whatever kind as of the date of the petition.  The personal property
BRENNAN was specifically required to itemize in those schedules included
not only his bank accounts, securities, and other investments, but also,
among other things, the cash he had on hand; his household goods and
furnishings; his clothing and jewelry; any collectibles he owned; and
any equipment he used in pursuing hobbies.

      7. The defendant BRENNAN personally signed both his bankruptcy
petition and the accompanying schedules and declared under penalty of
perjury that, to the best of his knowledge and belief, they were true
and correct.

      8. However, at no place in his petition or the accompanying
schedules did the defendant BRENNAN disclose that, at the time he filed
the petition, he was in possession of more than $500,000 in Mirage
gaming chips or of the cash value of those chips.

      9. On or about August 7, 1995, at Trenton in the District of New
Jersey, and elsewhere, the defendant

                         ROBERT E. BRENNAN,

in and in relation to a case under Title 11, the Bankruptcy Code,
knowingly and fraudulently made a materially false declaration,
certificate, and statement under penalty of perjury as permitted under
Title 28, United States Code, Section 1746, in that the defendant filed
and caused to be filed with the Bankruptcy Court for the District of New
Jersey the above bankruptcy petition and accompanying schedules from
which he knowingly omitted any mention of his possession of more than
$500,000 in gaming chips or their cash value.

      In violation of Title 18, United States Code, Sections 152(3)
and 2.

                             COUNTS 2-4

      1. The allegations set forth in paragraphs 1 through 8 of Count 1
of this Indictment are hereby realleged and incorporated as though set
forth in full herein.

      2. On or about August 24, 1995, October 25, 1995, and December 20,
1995, the defendant BRENNAN filed amended versions of the above
schedules itemizing his real and personal property as of the date of his
bankruptcy petition.  BRENNAN personally signed each set of amended
schedules and declared under penalty of perjury that, to the best of his
knowledge and belief, they were true and correct.

      3. However, the defendant BRENNAN still failed to disclose in any
of the above amended schedules that, at the time he filed his bankruptcy
petition, he possessed more than $500,000 in Mirage gaming chips or the
cash value of those chips.

      4. On or about the dates set forth below, at Trenton in the
District of New Jersey, and elsewhere, the defendant.

                         ROBERT E. BRENNAN,

in and in relation to a case under Title 11, the Bankruptcy Code,
knowingly and fraudulently made a materially false declaration,
certificate, and statement under penalty of perjury as permitted under
Title 28, United States Code, Section 1746, in that the defendant filed
and caused to be filed with the Bankruptcy Court for the District of New
Jersey the above three sets of amended financial schedules, from each of
which he knowingly omitted any mention of his possession of more than
$500,000 in gaming chips or their own cash value:

                               Dates on Which Amended
             Count             Schedules Were Filed
             -----             ----------------------
               2               August 24, 1995    
               3               October 25, 1995
               4               December 20, 1995

      All in violation of Title 18, United States Code, Sections 152(3)
and 2.

                             COUNT 5

      1. The allegations set forth in paragraphs 1 through 8 of Count 1
of this Indictment are hereby realleged and incorporated as though set
forth in full herein.

      2. At all times relevant to this Indictment, the administration of
bankruptcy cases and estates in the United States Bankruptcy Court for
the District of New Jersey was supervised and monitored by a United
States Trustee who was an officer of the United States Department of
Justice (the "United States Trustee").

      3. At all times relevant to this Indictment, the United States
Trustee required debtors who had filed for bankruptcy under Chapter 11
of the Bankruptcy Code and who had been permitted to remain in
possession of their bankruptcy estates to file detailed monthly
financial reports with the United States Trustee's office. The defendant
BRENNAN was required to file such a report for the period from August 7
through August 31, 1995, and for each month thereafter from September
1995 through June 1997.

      4. In each of the above reports, the defendant BRENNAN was required
to set forth in detail, among other things, his assets as of the end of
the month covered by the report and his cash receipts during the course
of that month.

      5. On or about September 7, 1995, the defendant BRENNAN filed with
the United States Trustee his monthly financial report for the period
from August 7 through August 31, 1995.  The defendant personally signed
the report and certified under penalty of perjury that, to the best of
his knowledge, it was true and correct.

      6. However, the defendant BRENNAN failed to disclose in the report
that, as of August 31, 1995, his assets included more than $500,000 in
Mirage gaming chips and the cash value thereof.

      7. On or about September 7, 1995, at Newark in the District of New
Jersey, and elsewhere, the defendant

                         ROBERT E. BRENNAN,

in and in relation to a case under Title 11, the Bankruptcy Code,
knowingly and fraudulently made a materially false declaration,
certificate, and statement under penalty of perjury as permitted under
Title 28, United States Code, Section 1746, in that the defendant filed
and caused to be filed with the United States Trustee the above
financial report in which he knowingly failed to list as an asset as of
August 31, 1995 more than $500,000 in gaming chips and the cash value
thereof.

      In violation of Title 18, United States Code. Sections 152(3)
and 2.

                              COUNT 6

      1. The allegations set forth in paragraphs 1 through 8 of Count 1
and paragraphs 2 through 4 of Count 5 of this Indictment are hereby
realleged and incorporated as though set forth in full herein.

      2. From on or about August 31, 1995 to on or about September 4,
1995, the defendant ROBERT E. BRENNAN again visited the Mirage.

      3. At or about 2:40 a.m. on September 4, 1995, the defendant
BRENNAN presented himself at the cashier's cage in the Mirage casino,
gave the cage supervisor $504,794 in Mirage gaming chips, and received
$504,794 in cash, mostly $100 bills.

      4. On or about October 12, 1995, the defendant BRENNAN filed with
the United States Trustee his monthly financial report for the month of
September 1995. The defendant personally signed the report and certified
under penalty of perjury that, to the best of his knowledge, it was true
and correct.

      5. However, the defendant BRENNAN failed to disclose in the report
that, during the month of September 1995, he had received $504,794 in
cash.

      6. On or about October 12, 1995, at Newark in the District of New
Jersey, and elsewhere, the defendant

                          ROBERT E. BRENNAN,

in and in relation to a case under Title 11, the Bankruptcy Code,
knowingly and fraudulently made a materially false declaration,
certificate, and statement under penalty of perjury as permitted under
Title 28, United States Code, Section 1746, in that the defendant filed
and caused to be filed with the United States Trustee the above
financial report in which he knowingly failed to disclose his receipt of
$504,794 in cash in September 1995.

      In violation of Title 18, United States Code, Sections 152(3)
and 2.
                                      A TRUE BILL:
                                           /s/
                                      --------------------------
                                      FOREPERSON
      /s/
----------------------
ROBERT J. CLEARY
United States Attorney


FIRSTPLUS FINANCIAL: Asks Court to Extent Claim Objection Deadline to Dec. 31
-----------------------------------------------------------------------------
The FPFI Creditor Trust asks the Bankruptcy Court to extend its time to object
to claims filed against FirstPlus Financial during the course of its chapter
11 cases.  The Trust says that it requires additional time to evaluate the
remaining claims, many of which have complex fact patterns and require further
research and analysis.  The Trust points again to all of the clerical foul-
up's noted in the FPFI Creditor Trust's Motion to Correct and Reform the
Official Claim Register on PACER filed July 17, 2000.  The Trust anticipates
that the disputed claims can be resolved or objected to by December 31, 2000.


FREMONT GENERAL: Fitch Rates Senior Debt at B- and Junks Preferred Securities
-----------------------------------------------------------------------------
Fitch, the international rating agency created through the merger of Fitch
IBCA and Duff & Phelps Credit Rating Co., has taken several actions regarding
the ratings of Fremont General Corporation.  The actions include:

      a)  lowering the senior debt rating to 'B-' from 'BB+'

      b)  the preferred securities of Fremont's subsidiary Fremont General
          Financing I to 'CCC' from 'BB'

      c)  Fremont Compensation Insurance Group's insurer financial strength
          (IFS) rating is lowered to 'BB-' from 'BBB+'

The Rating Outlook is Negative.

The rating action relates to continued uncertainty that recent adverse reserve
development trends have not abated and will continue to hinder Fremont's near-
term profitability and capital adequacy. The movement of Fremont's insurer
financial strength rating to the 'vulnerable' rating category reflects the
extent of Fitch's concerns. This assessment is based in part on indications of
further market-wide deterioration in workers' compensation underwriting
results for recent underwriting periods. While it appears that premium rates
are now increasing significantly, it is unclear whether these increases are
sustainable and sufficient to return profitability to adequate levels and to
offset expected deterioration in older accident years.

Fremont reported net income of $9.5 million in the first quarter of 2000,
compared with $34.3 million for the same period in 1999. Earnings for the
period were attributable to the company's financial services operations as
property/casualty earnings were modest and the combined ratio reported for the
period was 111.7%. Fitch expects Fremont's operating results to decline from
these levels for the rest of 2000.

Fremont is a California-based holding company with subsidiaries engaged in
workers' compensation insurance and financial services that include commercial
and residential real estate lending, participating in syndicated bank loans
and insurance premium financing. The company reported assets of approximately
$8.1 billion and shareholders' equity of $742 million at March 31, 2000.

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
worldwide.
Ratings:

           *Fremont General Corporation, Sr. Debt lowered to 'B-' from 'BB+'.

           *Fremont General Financing I, Pfd. Stock lowered to 'CCC' from BB'.

           *Fremont Indemnity Co., IFS lowered to 'BB-' from 'BBB+'.

           *Fremont Compensation Ins. Co., IFS lowered to 'BB-' from 'BBB+'.

           *Fremont Casualty Insurance Co., IFS lowered to 'BB-' from 'BBB+'.
           
           *Fremont Industrial Indemnity Co., IFS lowered to 'BB-' from BBB+'.

           *Fremont Employers Insurance Co.IFS lowered to 'BB-' from 'BBB+'.

           *Fremont Pacific Insurance Co., IFS lowered to 'BB-' from 'BBB+'.

           *Fremont Indemnity Co. of the Northwest, IFS lowered to 'BB-' from
            'BBB+'.


GENESIS/MULTICARE: Motion For Approval Of $250MM DIP Financing Pact
-------------------------------------------------------------------
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., of Akin, Gump, Strauss,
Hauer & Feld, LLP, tell Judge Walsh that the Genesis Creditors' Committee does
not dispute Genesis Health Ventures, Inc.'s need for a source of post-petition
working capital financing.  The Committee's financial advisors, Houlihan Lokey
Howard & Zulkin, however, tell the Committee that the DIP Financing Genesis
has arranged is far more expensive than DIP facilities put into place in other
healthcare restructuring cases. Specifically, HLHZ notes that the interest to
be paid on borrowings (Mellon's Prime Rate plus 2.25%) is many basis points
higher than interest charged by the DIP Lenders to Sun Healthcare, Vencor and
Integrated Health. Further, the unused line fee -- the amount Genesis will
pay on every dollar not borrowed -- is steep at 0.50%.

Additionally, the Committee is deeply troubled because although Genesis
readily admits that the Lenders are oversecured, experience shows that Lenders
aren't always as secured as they think. The Committee urges Judge Walsh to
make it clear that, in the event the Committee brings litigation against the
Lenders to challenge the validity, extent and priority of the Lenders' $1.1
billion of liens and would prevail, nothing would prevent recharacterization
of post-petition adequate protection payments made to the Lenders.

The Debtors unquestionably make their case for needing DIP financing, Judge
Walsh found at the Final DIP Financing Hearing, and no party-in-interest has
offered to extend a superior financing facility. With that in mind, the $250
million financing pact on the table is all that's available to the Debtors and
will be approved. The Debtors tell the Court that they contacted alternative
DIP lenders and the $250 million facility offered by Mellon is the best
available under the circumstances.

With respect to the Committee's right to challenge the Lenders' liens, Judge
Walsh ruled that the Committee may undertake an investigation and initiate an
adversary proceeding against the Lenders. That adversary proceeding, however,
must be filed on or before November 10, 2000, or the Committee will have
waived all rights to challenge the Lenders' pre-petition liens.
(Genesis/Multicare Bankruptcy News, Issue No. 3; Bankruptcy Creditors Service
Inc., 609/392- 0900)


INTEGRATED HEALTH: Founder Dr. Elkins Gets $50 Million to Leave Post
--------------------------------------------------------------------
According to The Baltimore Sun, CEO and founder of ill-fated Integrated Health
Services will get $50 million for leaving his post.  If the U.S. Bankruptcy
Court in Wilmington, Delaware, approves the agreement, Dr. Robert N. Elkins
will be holding onto a load of cash.  

Joseph A. Bondi, who joined the IHS as chief restructuring officer earlier in
the reorganization process, will replace Dr. Elkins as IHS' CEO.

Papers file with the Bankruptcy Court indicate that the $50 million came from
loans from IHS to buy company stock (which is considered worthless now) and
taxes incurred for that amount.  Kevin J. Murphy, an executive compensation
specialist interviewed by the Sun comments, "The amounts seem large, they seem
excessive, they seem like you're rewarding somebody for dismal failure -- but
they don't seem unusual."


INTEGRAL PERIPHERALS: Submits Application for Final Decree
----------------------------------------------------------
Integral Peripherals, Inc., filed its final report with the Bankruptcy Court
and makes its application for entry of a Final Decree.  Any objection to the
closing of IPI's chapter 11 cases must be filed on or before August 30, 2000.
IPI reports that payments completed under its plan totaled $5,191,406.


KITTY HAWK: Discloses Intention to File Plan of Reorganization on August 25
---------------------------------------------------------------------------
While Kitty Hawk says that it intends to file a plan of reorganization before
August 25, 2000, the Debtors note that their exclusive period during which to
file a plan only runs through August 23, 2000.  To block another party-in-
interest from slipping a competing plan into the process in that two-day
window, the Debtors ask the Bankruptcy Court to further extend their exclusive
period through October 31, 2000, and hold a brief hearing on that request on
August 23, 2000.  Additionally, the Debtors ask that their exclusive period
during which to solicit acceptances of their soon-to-be-unveiled plan of
reorganization be extended through December 31, 2000.  


KMART: Announces Senior-Level Management Changes
------------------------------------------------
Kmart Chairman and CEO Chuck Conaway announces a new organizational
structure and several senior-level executive changes that will align the
company to support three strategic imperatives - world-class execution
throughout all aspects of the business, creation of a customer-centric
culture and pursuit of intensified marketing opportunities to create a
sustainable customer bond.

Mr. Conaway announced the promotion of Andy Giancamilli, to the newly
created position of President and Chief Operating Officer, effective
immediately. Mr. Giancamilli will report directly to Mr. Conaway and will
be responsible for all aspects of merchandising, store operations,
marketing and logistics. "As Kmart's Chief Operating Officer (COO), Andy
Giancamilli will ensure that merchandising, marketing and supplying our
product lines are directly linked with store-level execution, which is
critical as we strive to dramatically improve our retail execution and
customer experience," said Mr. Conaway.

In addition Mr. Conaway announced an executive-level search to fill a newly
created post of Chief Marketing Officer, which will strategically align
advertising, all marketing, enhanced understanding of the customer and all
aspects of in-store presentation and display. "We are looking for a
world-class marketing leader who can leverage the significant assets of
Kmart and challenge our senior team to develop a compelling marketing
position that creates a sustainable bond with our customers," said Mr.
Conaway. This position will report directly to Mr. Giancamilli.

In his first move as COO, Mr. Giancamilli announced the promotion of Cecil
Kearse, to the post of Executive Vice President, Merchandising. Mr. Kearse
also will report directly to Mr. Giancamilli and will be responsible for
all merchandising product categories. In commenting on this promotion, Mr.
Giancamilli said, "Cecil Kearse is a well-seasoned merchant with experience
in apparel, home fashions, and has been instrumental in the development and
coordination of Kmart's highly successful Martha Stewart Everyday product
line."

The retirement of Donald W. Keeble, President Store Operations, U.S. Kmart
Stores also was announced. Mr. Keeble, a 29-year Kmart veteran, previously
had responsibility for all aspects of store operations as well as real
estate, facilities management, design and construction and corporate
purchasing. "We are grateful for the many contributions Don Keeble made to
Kmart throughout his career, especially the successful implementation of
our Big Kmart strategy over the past several years," said Mr. Conaway.

An executive-level search will begin immediately to fill a senior-level
operations position that also will report directly to Mr. Giancamilli.

David Rots, recently hired by Mr. Conaway as Executive Vice President,
Human Resources and Administration, and Mike Bozic, Vice Chairman, will
continue to report directly to Mr. Conaway.


LOEWEN GROUP: Discloses Additional Relationships with Parties-in-Interest
-------------------------------------------------------------------------
By way of a Fourth Supplemental Affidavit, Paul E. Harner, Esq., a partner in
Jones, Day, Reavis & Pogue's Columbus, Ohio, office, discloses that, since
completing its previous conflict searches, Jones Day has identified additional
parties connected to the Debtors' cases which Jones Day represents in matters
unrelated to the Debtors' chapter 11 cases:

    *  Jones Day has represented and continues to represent Norwest Bank
       Minnesota, N.A. in bankruptcy/restructuring, corporate and
       lending/structured finance matters and Norwest is the indenture
       trustee in respect of the 9.45% Junior Subordinated Indentures, Series
       A, Due 2024 issued by LGII and is a member of the Creditors'
       Committee.

    *  Jones Day has represented Zolfo Cooper LLC, the Debtors' special
       financial advisors and bankruptcy consultants, but Jones Day is not
       currently providing any services to Zolfo Cooper LLC.
Richard M. Cieri, Esq., and Mr. Harner serve as lead counsel to The Loewen
Group, Inc., and its 800-some debtor-affiliates. (Loewen Bankruptcy News,
Issue No. 25; Bankruptcy Creditors Service Inc., 609/392- 0900)


NAHDREE GROUP: Disclosure Statement Hearing Set for September 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will hold a hearing
to consider the adequacy of a disclosure statement filed in support of a
chapter 11 plan proposed by Jack M. Zack, the Chapter 11 Trustee appointed in
Nahdree Group's chapter 11 cases.  The hearing will be held before the
Honorable Rosemary Gambardella on September 19, 2000 at 11:00 a.m., in Newark,
New Jersey. Disclosure Statement Objections are due by September 12, 2000.  To
Request copies of the disclosure statement contact Mr. Zack at Sills, Cummis,
Radin, Tischman, Epstein and Gross (973/643-7000).


PRISON REALTY: Beasley Takes Over Crants' Post Until New CEO Can be Found
-------------------------------------------------------------------------
Chairman Thomas W. Beasley, Dow Jones reports, will replace Doctor R. Crants
as chief executive officer of bankrupt Prison Realty Trust, Inc.  The 56-year-
old doctor was supposed to remain CEO until a new one was found.  Mr. Beasley
will temporarily sit as CEO, while the prison firm continues its search for a
news leader.  The move is a critical part of the restructuring plan of
troubled Prison Realty, Dow Jones suggests.  

Prison Realty is the nation's largest corporate prison owner with 50
corrections and detention facilities in operation or development in 17 states,
the District of Columbia and the United Kingdom.


SAFETY-KLEEN: U.S. Trustee Balks at Ordinary Course Professional Employment
---------------------------------------------------------------------------
Frank J. Perch, III, Esq., an Attorney-Advisor for the Office of the United
States Trustee, tells Judge Walsh he has learned that Safety-Kleen proposes to
retain 73 Ordinary Course Professionals.  While this request is ordinarily
rather routine, the U.S. Trustee observes that Safety-Kleen's proposal will
allow it to pay up to $25,000,000 per year in the aggregate without Bankruptcy
Court supervision. The Ordinary Course Professionals that the Debtors wish to
retain should be employed pursuant to 11 U.S.C. Sec. 327(a) or (e), the U.S.
Trustee asserts, and the Debtors should disclose the nature and scope of the
services each professional will render.  Additionally, the U.S. Trustee
expresses disdain for the Debtors' backdoor protocol that would permit a
professional disqualified from employment under Sec. 327 to be employed
anyway.  The U.S. Trustee urges Judge Walsh to deny Safety-Kleen's Application
and require the filing of full-blown employment applications as contemplated
by the Bankruptcy Code.  (Safety-Kleen Bankruptcy News, Issue No. 5;
Bankruptcy Creditors Service Inc., 609/392-0900)


SANITARY SERVICES: Trash Hauler Files For Bankruptcy Protection
---------------------------------------------------------------
Associated Press reports that Sanitary Services sought bankruptcy protection
in the U.S. Bankruptcy Court in Manchester, Conn.  The filing was necessary,
President Michael Botticello explains, because Sanitary Services faced
increase in fuel prices, insurance costs and other company expenses but was
unable to increase charges to customers.  Other customers though are no longer
willing to renew or renegotiate their contracts to reflect the increase in
costs, Botticello said.

The trash firm has also problems with state and local authorities for
illegally disposing and storing its waste, the AP notes.  Botticello defended
his company by saying that the firm "has substantially remedied all of the
environmental complaints against it and is legally disposing of all of the
waste it collects."


SERVICE CORPORATION: Moody's Lowers Deathcare Concern's Debt Ratings To B1
--------------------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Service Corporation
International and placed the outlook at negative. This concludes the review
initiated on May 16, 2000.  The downgraded ratings are:

         (a)  senior unsecured notes - lowered to B1 from Ba3

         (b)  $600 Million 364-day revolving credit facility, due November              
               2000 - lowered to B1 from Ba3

         (c)  $700 Million five-year revolving credit facility, due June 2002                  
               - lowered to B1 from Ba3

         (d)  $300 Million 2-year term loan credit facility, due June, 2002 -
               lowered to B1 from Ba3

         (e)  senior shelf registration - lowered to (P) B1 from (P) Ba3

         (f)  senior subordinated shelf registration - lowered to (P) B3 from
               (P) B2
        
         (g)  junior subordinated shelf registration - lowered to (P) Caa1
               from (P) B3

         (h)  senior implied rating - lowered to B1 from Ba3

         (i)  senior unsecured issuer rating - lowered to B1 from Ba3

         (j)  Moody's also lowered to (P) "caa1" from (P) "b3" the preferred
               shelf registration rating of SCI Capital I, II, III and IV.
  
Over the last months, SCI has engaged numerous initiatives to raise cash. They
include the sale of an interest rate swap portfolio, which generated proceeds
of $110 million, as well as the achieved or contemplated divestitures of non-
core businesses: Groupe Auxia, the company's insurance operations in France,
for total pretax proceeds of $93 million (including recent dividends); the
Provident portfolio of loans to independent deathcare businesses; AMLIC, for
approximately $200 million; as well as the Northern Ireland funeral operations
and various real estate properties. However, these actions will only modestly
reduce debt levels which currently approximate $3.8 billion.

Debt levels -- which Moody's expects to be at or below $3.4 billion by year-
end -- will remain high in view of the free cash flow that Moody's expects the
company to generate over the medium term. The significant role played by the
pre-need segment in the overall activities of the company has been one of the
main factors leading to a thin level of cash flow contributed by operations.

The company is implementing various measures to improve this level:

         (1) commissions paid to the salesforce have been reduced;

         (2) third-party financing of receivables is being tested, first for
             at-need receivables, then possibly for pre-need cemetery                   
             receivables in the future;

         (3) for pre-need funeral sales, emphasis is being put on insurance
             funding, more favorable from a cash perspective than trust
             funding.

Also, the company has reduced its capital expenditures to maintenance levels,
suspended payment of its common stock dividend, reduced its headcount by 1,900
in a year and opened central processing centers, which should reduce
administrative costs. Yet, over the medium term, cash flow (measured in
particular as retained cash flow minus working capital needs) is likely to
remain small in relationship to the company's debt. Moody's expects that after
the contemplated asset sales SCI's debt levels will reduce at best modestly
over the medium term.

SCI should continue to face significant liquidity hurdles over the medium
term, including a $600 million revolving credit facility maturing November
2000. However, Moody's expects that the company should be able to obtain
renewed credit, probably in exchange for the granting of security as
collateral. At closing of the new facilities, Moody's will evaluate whether
the likely granting of collateral will lead to significant differences in
protection among senior facilities. If there are, these differences could lead
to rating notching between secured and unsecured facilities. Beyond the
upcoming November 2000 maturity, SCI will face significant maturities,
possibly in 2001 if this is the term of the new facilities and certainly in
2002, when more than $ 1.3 billion come due.

Headquartered in Houston, Texas, SCI provides funeral and cemetery services in
20 countries and on five continents. As of December 31, 1999, the company
operated 3,823 funeral service locations, 525 cemeteries and 198 crematoria.
The company's revenues totaled $3.3 billion in 1999.


SIRENA APPAREL: Receives Court Approval for its Reorganization Plan
-------------------------------------------------------------------
Bankruptcy Judge Ernest M. Robles (C.D. Calif.) confirmed the reorganization
plan in the chapter 11 case of the Sirena Apparel Group Inc. on July 24,
according to a newswire report. Sirena, a designer, manufacturer and marketer
of branded and private-label clothing, filed chapter 11 in Los Angeles on June
25, 1999, following its delisting by NASDAQ and the termination of certain key
management employees.  The plan, filed jointly by Sirena and the official
unsecured creditors' committee, took the company private, with the issuance of
stock in the reorganized debtor to the unsecured creditors and Foothill
Capital Corp. Foothill also provided interim and exit financing. Sirena is
represented by David A. Gills and Anne E. Wells of Danning, Gill, Diamond &
Kollitz LLP in Los Angeles.  (American Bankruptcy Institute 03-Aug-2000)


SOUTHERN MINERAL: Plan of Reorganization Declared Effective on August 1
-----------------------------------------------------------------------
Southern Mineral Corporation (OTC Bulletin Board: SMOP.OB) and certain of its
subsidiaries announced that the order confirming their Second Amended Plan of
Reorganization filed May 2, 2000, as Amended, filed in the United States
Bankruptcy Court for the Southern District of Texas, Victoria Division, became
effective on August 1, 2000.

In accordance with the terms of the Plan, the Company's new board is composed
of the following: John C. Capshaw, Paul J. Coughlin, III, David E. Fite,
Thomas R. Fuller, James L. Payne, Myron M. Sheinfeld and Donald H. Wiese, Jr.
The Company's common shares are expected to continue to be traded on the
Nasdaq Over the Counter market under the new symbol of SMOP.OB.

Southern Mineral Corporation is an oil and gas acquisition, exploration and
production company that owns interests in oil and gas properties located along
the Texas Gulf Coast, Canada and Ecuador. The Company's principal assets
include interests in the Big Escambia Creek field in Alabama and the Pine
Creek field in Alberta, Canada. The Company's common stock is quoted on the
OTC Bulletin Board under the trading symbol "SMOP.OB".


STEWART ENTERPRISES: Moody's Lowers Deathcare Firm's Debt Ratings to Ba3
------------------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Stewart Enterprises and
placed the outlook at negative. This concludes the review initiated on May 17,
2000.  The downgraded ratings cover:

        (a)  senior unsecured notes - lowered to Ba3 from Ba2

        (b)  $600 million unsecured revolving credit facility, due 2002 -
              lowered to Ba3 from Ba2

        (c)  senior shelf registration - lowered to (P) Ba3 from (P)Ba2

        (d)  preferred stock shelf registration - lowered to (P) "b2" from
             (P)"b1"

        (e)  senior implied rating - lowered to Ba3 from Ba2

        (f)  senior unsecured issuer rating - lowered to Ba3 from Ba2

The rating downgrades are based on the continuing low levels of cash flow
generated by the company, relative to its high level of indebtedness, as well
as the relatively low prospects that on-going cash flow generation will
improve substantially over the medium term. As other large deathcare
companies, Stewart has pursued a vigorous policy of acquisition of independent
operators over the last years. Nearly all of these acquisitions were financed
with debt. Stewart has also continued to grow its pre-need activity, whose
cash flow profile is less favorable than at-need activity. In recent years,
Stewart's performance has been affected by a lack of realization of
significant savings from acquired properties.

At the end of the second quarter of 2000 (ended April 30, 2000), the company's
debt level was $963 million, and its cash and cash equivalents' level was $100
million. In order to enhance its free cash flow, the company has launched
several initiatives, such as putting in place third-party financing of at-need
receivables and changing the conditions on pre-need sales. The company is also
looking to take advantage of certain state regulations that allow bonding as
opposed to trusting in the case of certain pre-need sales. These initiatives
have led to free cash flow improvement over the first two quarters of FY2000.
Yet, in spite of further initiatives that the company is contemplating,
Moody's expects that free cash flow generation will remain minimal over the
medium term, and that debt levels are unlikely to be significantly lowered.

The company's liquidity is provided by a $600 million revolving credit
facility. This facility does not expire until April 2002. However, its current
availability of $170 million (including cash and marketable securities) is
only moderate. The current financial covenants leave significant flexibility
to the company. While the future implementation of a new SEC regulation on
accounting for sale of cemetery merchandise on a pre-need basis could lower
this flexibility, the company does not expect that implementation of this new
regulation will trigger a breach of financial covenant.

Headquartered in Metairie, Louisiana, Stewart Enterprises is the third largest
provider of products and services in the deathcare industry. The company
reported 1999 sales of $756 million.


U.S. MEDIA: Abrams' $6 Million Bid for Stewart, Tabori & Chang Approved
-----------------------------------------------------------------------
The U.S. Bankruptcy Court in New York approved the bid of Harry N. Abrams, Inc
to acquire Stewart, Tabori & Chang [ST&C] for $6 million, The New York Times
reports.  ST&C was founded in 1980 by former Abrams executives and acquired by
bankrupt New York-based U.S. Media Holdings in 1995.  U.S. Media, which has
listed assets of $24.7 million and liabilities of $25 million, would probably
close the deal with Abrams Inc. next week.


VALUCAR, INC: Bradenton Used-Car Company Files for Chapter 11
------------------------------------------------------------
Valucar Inc., The Bradenton Herald reports, filed for chapter 11 bankruptcy
protection last week in the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division.  ValuCar is based in Bradenton, and has five
locations in Florida.

Don Stichter, Esq., represents ValuCar from his office in Tampa, Florida.
Automotive Finance Corp. is one of ValuCar's largest creditors, owed more than
$1.1 million.  Joel Garcia, Esq., represents AFC.  "Documents filed Thursday
included a petition, a list of creditors, an affidavit and two orders, but no
reorganization plan," a court clerk told Herald reporter Christopher Cole.  A
meeting of creditors is set for August 24, 2000.

"Nelson Valdes Jr., the company's president, was out of town and unavailable
for comment Tuesday, and general sales manager David DiLauro said officials
weren't commenting on the advice of counsel," Mr. Cole reports.  

The FBI reportedly raided three of ValuCar's sales lots in June, without
saying why, and it's unclear whether the investigation is linked to its
finances.  Officials at the FBI's Tampa office tell the Herald that all
material collected in the June 29 raid is under review by the U.S. Attorney's
office, and they would not comment on the specifics of the case.

                               *********

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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,
Editors.

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

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