TCR_Public/000814.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 14, 2000, Vol. 4, No. 158

                               Headlines

ARROW ELECTRONICS: S&P Places Senior Debt on CreditWatch with Negative Outlook
ABRAXAS PETROLEUM: Announces Application To List Common Stock On AMEX
BANCO NACIONAL: Moody's Upgrades Financial Strength Rating From D to D+
BAPTIST FOUNDATION: Seeks Authority to Settle Tega Cay Claim for $875,000
BARNEYS NEW YORK: Allen Questrom Tenders Resignation & Heading to J.C. Penney

CARMIKE CINEMAS: Company Stresses it's Business as Usual
CINEMATICSLAB, INC:  Case Summary and Largest Unsecured Creditor
CONTOUR ENERGY: Lloyd Miller Discloses 5.1% Equity Stake
CREDIT SUISSE: Moody's Upgrades CSFB Garantia Financial Strength Rating To D+
CREDITRUST: Keller Rohrback Joins in Shareholders' Pursuit of Officers

DIMAC CORPORATION: Unveils Plan to Consolidate St. Louis & Islip Operations
EAGLE FOOD: Dismisses Deloitte & Touche in Favor of KPMG as New Auditors
FEMINIQUE CORPORATION: Files Chapter 11 Case to Effect Complete Reorganization
FLINT, MICHIGAN: Moody's Downgrades General Obligation Bond Issues
FOUNTAIN TECHNOLOGIES: Case Summary and 20 Largest Unsecured Creditors

FRUIT OF THE LOOM: Moves To Reject Felix Sulzberger's Employment Agreement
GENESIS/MULTICARE: Applies to Employ KPMG as Restructuring Consultant
HARNISCHFEGER: Motions To Assume, Cure & Enter Into New Leases With IBM
HVIDE MARINE: Reports $3.3 Million Loss For Quarter Ending June 30, 2000
INSILCO HOLDING: Reports Very Encouraging Second Quarter Results

IRIDIUM: Court Schedules August 23 Hearing to Receive Any New or Repeat Bids
KCS ENERGY: Reports Highest Quarterly Net Income in Its History
KMART CORPORATION: CEO Chuck Conway Outlines Retailer's Strategic Initiatives
LEVITZ FURNITURE: Will, in Fact, Pursue Combination with Seaman Furniture
LOEWEN GROUP: Bayview's Motion To Compel Decision About Non-Compete Agreement

MAXICARE HEALTH: Shareholder Meeting to Be Held on September 14 in Los Angeles
MCA FINANCIAL: Debtors Assert Enterprises' Solicitation Letter Violates Stay
MERRY-GO-ROUND: Trustee Suggests Swidler & Berlin Bring a Big Truck
MULTICARE: Committee Taps Kasowitz, Benson, Torres & Friedman as Counsel
NEWCOR, INC.: EEX Takes Greater Level of Control of Highly Leveraged Company

ORBCOMM GLOBAL: S&P Lowers Corporate Credit & Senior Debt Ratings To 'CC'
PAGING NETWORK: Reports 2Q Financial Results -- Net Losses, of Course
RELIANCE GROUP: Wechsler Harwood Files Class Action On Behalf Of Bondholders
SAFETY-KLEEN: Debtors' Motion To Pay $57,000 Prepetition P.E.T. Claims
SUN HEALTHCARE: Second Motion To Extend Rule 9027(a) Removal Period

TELEHUB NETWORK: Lloyds Underwriters Agree to Make $500,000 Payment
TELEHUB NETWORK: Court Approves Settlement of MCI Worldcom Claims
TOYSMART.COM: Announces Successful Bid of Tuesday Morning Corporation
TREESOURCE INDUSTRIES: Central Point's Closure Extended for 6 Months
TRI VALLEY: Can Maker Crown Cork Suffers Pain from Coop's Bankruptcy

UNITED COMPANIES: Equity Objects To EMC Transaction
U.S. LEATHER: Lackawanna Leather Seeks Buyer To Reopen And Recall Workers

                               *********

ARROW ELECTRONICS: S&P Places Senior Debt on CreditWatch with Negative Outlook
------------------------------------------------------------------------------
Standard & Poor's placed Arrow Electronics Inc.'s triple-'B'-plus senior
unsecured debt, bank loan and corporate credit ratings on CreditWatch with
negative implications.  At the same time it affirmed the A-2 short-term
corporate credit and commercial paper ratings.

The CreditWatch reflects the announced agreement for Melville, N.Y.-based
Arrow to acquire the Wyle Components and Wyle Systems units from Germany-based
VEBA Electronics Group.  The units had combined 1999 sales in North America of
about $2 billion.  The purchase price is $840 million, including the
assumption of debt.  Arrow plans to finance the purchase through a combination
of debt, common equity, and equity-linked securities.

While the businesses are expected to complement existing operations and could
provide synergies over time, the additional debt burden, will weaken Arrow's
financial profile if permanently funded completely with debt. However, a goal
of the company is to fund this transaction with about $400 million of equity.
Under that scenario the ratings will be affirmed and removed from CreditWatch
when the equity financing is completed.


ABRAXAS PETROLEUM: Announces Application To List Common Stock On AMEX
---------------------------------------------------------------------
Abraxas Petroleum Corporation (OTC Bulletin Board:AXAS) announced its
application to list its common stock on the American Stock Exchange (AMEX) has
been approved and trading is expected to commence on or about Aug. 18, 2000.
The Company's common stock on the AMEX will be listed under the new ticker
symbol "ABP."

Bob Watson, Company CEO commented, "We are extremely pleased to be able to
announce that Abraxas shares will now be traded on the AMEX. We feel this move
puts the Company in the position to benefit from the increased exposure that
the AMEX offers, greatly improving the analytical and investor following that
should accompany trading on this exchange.  The American Stock Exchange has
evolved into the home of many E&P companies and we feel fortunate to be able
to now compete in the same trading arena."

Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas
exploration and production company that also processes natural gas.  It
operates in Texas, Kansas, Wyoming and western Canada.


BANCO NACIONAL: Moody's Upgrades Financial Strength Rating From D to D+
-----------------------------------------------------------------------
Moody's Investors Service has upgraded the bank financial strength ratings
(bfsr) of Banco Nacional de Mexico S.A. (Banamex) and Bancomer S.A. to D+ from
D and of Banca Serfin S.A. to D from E+, all with a stable outlook, reflecting
their increased financial flexibility. The rating agency also affirmed these
three banks' Baa3 foreign- currency long- term bond/note ratings and Ba1
deposit ratings. Moody's also noted that the foreign-currency ratings of these
banks are constrained by Moody's country ceiling for Mexican bonds/notes and
deposits. This action concludes Moody's rating reviews for these banks
initiated in May 2000.

The rating agency stated that these three banks, which account for some two
thirds of the Mexican banking system's assets, now form a core group of first
tier competitors for which lack of capital is no longer a constraint on their
ratings. Moody's believes that the Mexican banking system now enjoys a much
greater long term profitability outlook than at any time since the
privatization of the banks in the early 1990s, as a result of the marshalling
of both foreign and domestic resources, and significant improvement in
transparency, and an improving judicial framework.

The Banamex upgrade incorporates not only its significant progress in
rebuilding economic capital and enhancing its financial flexibility during the
past eighteen months, but also its strong franchise value. Banamex has now
voluntarily complied with the new 2003 capital rules in advance and has
essentially charged off its bad debt legacy related to the 1994-95 banking
crisis.

For Bancomer, which enjoys similar franchise value to Banamex, the upgrade is
a direct result of its sale of control to BBVA of Spain, and prospective
combination with BBVA-Probursa S.A. Along with a large capital injection,
which has solved Bancomer's most pressing short term challenge, Moody's
expects that the merger will bring significant enhancements to the franchise
in terms of technology, risk management, and cost savings.

The bfsr upgrade to D+ of Banamex and Bancomer signals that these banks are no
longer dependent on government support for their investment grade foreign
currency debt ratings of Baa3. "In essence, the upgrade is recognition that
the 1994-95 banking crisis is now behind these two banks", says Phil Guarco,
Vice President and Senior Credit Officer at Moody's Investors Service. "Each
bank used different strategies to put the crisis behind it. Banamex did it
through internal capital generation, while Bancomer did it through association
with and capital injections from BBVA."

The upgrade of Banca Serfin, which was sold at auction to Grupo Financiero
Santander Mexicano S.A., the Mexican subsidiary of Spain's Banco Santander
Central Hispano S.A. (BSCH), reflects the extensive cleanup performed on the
bank by the Mexican authorities, as well as the financial, technological and
managerial benefits that will be brought to it through its association with
BSCH. While Banca Serfin has also put the 1994-95 banking crisis behind it,
its D financial strength rating is limited by comparatively lesser franchise
value than its first tier peer group, according to Moody's.


BAPTIST FOUNDATION: Seeks Authority to Settle Tega Cay Claim for $875,000
-------------------------------------------------------------------------
Baptist Foundation of Arizona, Inc., together with certain of its
subsidiaries, seek a court order authorizing them to enter into and execute a
Settlement Agreement with Tega Cay Properties, LLC.  The Settlement Agreement
provides for the resolution of a default by a debtor entity under a promissory
note delivered to Tega Cay.

In December of 1997, BFCC I, one of the Baptist Foundation debtor-affiliates,
executed and delivered to Tega Cay a $1,900,000 promissory note.  The note, as
modified, was given as consideration for the transfer by Tega Cay to BFCC I of
a 50% membership interest in Tega Cay Communities, LLC, a 1.5% membership
interest in Tega Cay Club, LLC and a $335,039 Promissory Note dated August 31,
1995, given by debtors to Tega Cay; in addition to certain properties located
in York County, South Carolina.

BFCC I is in default under the 1997 Note by reason of failure to make certain
payments due under the note.  Both the amount owed under the note and the
nature of the remedies that Tega Cay may lawfully exercise with respect to
the default are in dispute.

The Settlement Agreement provides that BFCCI will pay Tega Cay $875,000
as full and complete payment of all amounts due under the 19997 Note, and the
parties agree to execute mutual releases and Tega Cay shall provide a
termination statement to BFCC 1.

Baptist Foundation of Arizona asks that the Arizona Bankruptcy Court grant
its request to enter into the Settlement Agreement as the debtors assert that
it is in the best interests of both their estates and creditors. The
Official Unsecured Creditors' Committee reviewed the Agreement and supports
the Debtors' decision to enter into the agreement.


BARNEYS NEW YORK: Allen Questrom Tenders Resignation & Heading to J.C. Penney
-----------------------------------------------------------------------------
Barneys New York, Inc., reports that Allen Questrom will resign as President
and Chief Executive Officer effective September 15, 2000.  He will continue
in his role as Chairman of Barneys' Board of Directors.  With Barneys now
re-energized, Questrom is leaving to become the Chief Executive officer of
J.C. Penney Company, Inc.

Mr. Questrom, a seasoned retail manager, was hired by Barneys as President
and Chief Executive Officer in May 1999 to initiate the growth of its
business following the company's emergence from bankruptcy in January 1999.

Allen Questrom stated, "When I joined Barneys, we had several objectives to
achieve. First and foremost, we wanted to ensure that Barneys had a solid
foundation, both operationally and financially. With the support and
encouragement of our principal investors, Whippoorwill Associates, Inc. and
Bay Harbour Management, we accomplished our objective. With a good start to
the first six months of the new fiscal year following strong results in
fiscal 1999, I believe that the company is poised for continued growth in
both sales and earnings. Our next objective focused on initiating the
growth phase of the company. Having put in place several new initiatives,
including the expansion of our Barneys Coop business and the development of
a new strategic plan and capital expenditure program, I am confident and
comfortable in moving on to new challenges."

Mr. Questrom added, "Barneys is fortunate to have some of the best fashion
and retail talent in the industry, attractive flagship stores, and a cachet
that is unrivaled in the luxury market. I continue to believe in Barneys,
its people, and its future prospects."

Mr. Questrom will lead the process to select his successor from among a
short list of potential candidates The other members of the search
committee are directors David A. Strumwasser, a principal of Whippoorwill
Associates, and Douglas P. Teitelbaum, managing principal of Bay Harbour,
and Vice Chairman Robert J. Tarr, Jr., former Chief Executive Officer of
Neiman Marcus Group Inc.

Whippoorwill and Bay Harbour, who together control over 80% of Barneys'
common shares, jointly stated, "We are very fortunate to have had Allen
Questrom serve as our Chief Executive, and congratulate him on the strong
results he has achieved at Barneys. He has truly revitalized the company
and we are confident that our talented organization has the ability and
determination to achieve the vision that Allen helped us create. We very
much look forward to Allen's continued advice and counsel as Chairman of
the Board. Of course, we wish him every success in his new position at J.C.
Penney."

Barneys New York is a luxury retailer with flagship stores in New York
City, Beverly Hills and Chicago. In addition, the company operates five
regional full price stores, eight outlet stores and two semi-annual
warehouse sale events. The company also maintains corporate offices in New
York City, and an administrative and distribution center in Lyndhurst, New
Jersey and has 1,400 employees.


CARMIKE CINEMAS: Company Stresses it's Business as Usual
--------------------------------------------------------
"It's business as usual for all Carmike theaters at this time," Suzanne Brown
tells small-town reporters calling company headquarters in Columbia, Georgia,
to ask whether local theaters will be shutterd.  Carmike Cinemas, Inc. (NYSE:
CKE) and its debtor-affiliates filed chapter 11 petitions in Delaware last
week.  Carmike Cinemas, Inc. is the nation's third largest motion picture
exhibitor in terms of the number of screens operated.  Carmike currently
operates 2,815 screens at 439 locations in 36 states.  Carmike focuses on
small to mid-sized communities across the United States with populations
ranging from 7,000 to 500,000.


CINEMATICSLAB, INC:  Case Summary and Largest Unsecured Creditor
----------------------------------------------------------------
Debtor:  Cinematicslab, Inc.
          770 Broadway, 14th Floor
          New York, NY 10003

Type of Business:  Web-based multi-media production house providing
                    internet access to multi-media content and digital editing
                    services to business and the consuming public.

Chapter 11 Petition Date:  August 9, 2000

Court:  Southern District of New York

Bankruptcy Case No:  00-13653  

Judge:  Cornelius Blackshear

Debtor's Counsel:  Joshua J. Angel, Esq.
                    Angel & Frankel, P.C.
                    460 Park Avenue
                    New York, NY 10022-1906
                    (212) 752-8000

Total Assets:  $ 1,809,539
Total Debts :  $ 1,701,505

Largest Unsecured Creditor:

The Bright Sun Group
Hae-Kyoung Kim, Executrix     Reimbursment for
99 Jane Street                expenses incurred and
New York, NY 10014            management fees           $ 1,701,505


CONTOUR ENERGY: Lloyd Miller Discloses 5.1% Equity Stake
--------------------------------------------------------
Lloyd I. Miller, III, disclosed in a regulatory filing that he shares
dispositive and voting power on 26,500 shares of the common stock of Contour
Energy Company as an advisor to the trustee of certain family trusts.  Mr.
Miller has sole dispositive and voting power on 43,400 shares as an
individual, and as the manager of a limited liability company that is the
general partner of certain limited partnerships.  The holding represents 5.1%
of the outstanding common stock of Contour Energy.


CREDIT SUISSE: Moody's Upgrades CSFB Garantia Financial Strength Rating To D+
-----------------------------------------------------------------------------
Moody's Investors Service upgraded the bank financial strength rating of
Credit Suisse First Boston Garantia to D+ and placed a stable outlook on that
rating. The outlooks for CSFB Garantia's B2 foreign currency long- term bond
rating and B3 foreign currency deposit rating are stable. These ratings are
constrained by Brazil's country ceiling.

The rating agency said that the upgrade of CSFB Garantia's rating reflects the
enhanced franchise value and market reach of the bank, as well as its improved
financial fundamentals, particularly the bank's profitability. The acquisition
of Banco Garantia by the CSFB Group in mid 1998 has added significant value to
the Brazilian unit's execution and distribution capabilities, while preserving
its strong position in the local market. The retention of a large number of
local executives has greatly supported the bank's performance; the risk of
mass departures seems to be less critical now.

Moody's also stated that CSFB Garantia has benefited from synergies with the
parent group, particularly in terms of product technology, distribution to a
broader client base, and funding sources. The bank's financial performance, in
turn, reflects the gradual improvement in its profitability, and the adequate
capitalization ratio to support its risk exposure.

However, the D+ rating for CSFB Garantia is still limited by the inherent
volatility associated with the bank's earnings generation, which is
predominantly trading- related. In order to compensate for this volatility,
management has been working towards building a more balanced earnings stream,
by increasing the contribution of fee- based revenues to the bank's bottom
line. CSFB Garantia is also exposed to increased competition in the Brazilian
market, particularly in an environment of still recovering economy, which may
place pressure on its margins.

Credit Suisse First Boston Garantia is headquartered in Sao Paulo, Brazil. At
year- end 1999, the bank's total assets were approximately R$3.9 billion
(equivalent to US$2.1 billion).

The following rating was upgraded:

    *Credit Suisse First Boston Garantia: Bank Financial Strength Rating to
                                           D+, from D.


CREDITRUST: Keller Rohrback Joins in Shareholders' Pursuit of Officers
----------------------------------------------------------------------
Seattle-based Keller Rohrback L.L.P. represents shareholders who purchased the
common stock of Creditrust Corp. (Nasdaq:CRDTQ) between July 29, 1998 and
March 31, 2000, inclusive, in a securities fraud suit.  Shareholders allege
that certain officers and directors of the Company violated federal securities
laws by issuing a series of false and misleading statements in Creditrust's
press releases and public filings during the Class Period. The defendant
officers and directors allegedly caused Creditrust to overstate its earnings
by deliberately inflating the estimated amounts that could be collected on bad
debt receivables purchased by the Company, thereby inflating revenue and pre-
tax earnings by at least $4.9 million for the fiscal year 1999 alone.  In
addition, defendant Rensin sold more than 500,000 shares of his personal
holdings in the company during the class period for a profit in excess of $18
million.


DIMAC CORPORATION: Unveils Plan to Consolidate St. Louis & Islip Operations
---------------------------------------------------------------------------
DIMAC Corporation announced its plan to consolidate the production operations
of DIMAC Direct Inc., which are currently located in both St. Louis, MO and
Central Islip, NY, into its Central Islip facility.  This consolidation
initiative represents the continued focus of the Company to improve its
overall profitability and cash flow.

Over the next five months, the current staff in the St. Louis facility will be
reduced by approximately 370 production positions, primarily in the printing,
warehousing and mail production areas.  The remaining 147 positions
in St. Louis will be in sales, account management, information services, human
resources and purchasing and accounting.  The resulting realignment of
production capacity will add approximately 145 positions in Central Islip,
primarily in direct mail production and material handling activities.  The
transition process is expected be complete by the end of this year.

Robert "Kam" Kamerschen, Chairman and Chief Executive Officer, commented:
"By consolidating our production facilities, we are positioning DIMAC to be a
leader in the competitive and rapidly-changing direct response marketing
industry.  Coupled with the sale of DIMAC's non-core business assets, this
consolidation enables us to be a more sharply-focused, cost-effective, and
operationally-efficient organization.  We will be better equipped to serve our
customers' needs due to the fact that the Central Islip facility is located
closer to many of our largest clients.  Overall, we are convinced that this
step is integral to achieving our revenue and profitable growth objectives as
we prepare to emerge from Chapter 11."
     
Mark Hawley, President and General Manager of DIMAC Direct stated, "While
this additional restructuring step was a difficult decision based on our need
to focus on our future growth, we're pleased to be preserving DIMAC's historic
presence in St. Louis by maintaining approximately 147 positions in the
community following the consolidation."
     
DIMAC Corporation provides a comprehensive range of integrated and insightful
direct response marketing solutions, which are supported by creative
strategy/agency services, database strategy/management services and production
services and products. Through its nationwide network of 21 production
facilities, DIMAC offers its direct response marketing customers
a wide variety of formats, printing, and converting capabilities. The company
also offers its clients a complete range of pre- and post-production direct
marketing services such as information services (information processing,
fulfillment, and database services), creative/agency services and program
development services (strategic marketing planning, creative development and
program evaluation).  In addition, DIMAC offers other printing  and converting
products such as custom pressure sensitive labels and custom mailers, to
support its direct marketing products and services.  The company is currently
in the process of a reorganization under Chapter 11 in U.S. Bankruptcy Court
in Wilmington, Delaware.  


EAGLE FOOD: Dismisses Deloitte & Touche in Favor of KPMG as New Auditors
------------------------------------------------------------------------
Eagle Food Centers Inc. dismissed Deloitte & Touche LLP as its certifying
accountant and retained KPMG LLP as its certifying accountant, the Company
disclosed.   

The reports of Deloitte & Touche on the financial statements of the
company for the two fiscal years ended January 29, 2000 contain no adverse
opinion, except that the report for the year ended January 29, 2000
indicated that the uncertainty of the company about if or when it will
emerge from Chapter 11 Bankruptcy raised substantial doubt about the
company's ability to continue as a going concern and that the company
changed it method of accounting for goodwill. The company's Plan of
Reorganization was confirmed on July 7, 2000.

The Board of Directors, upon recommendation of its Audit Committee, made
the decision to change the company's independent accountants and appointed
KPMG to audit the books and accounts of the company for the fiscal year
ending February 3, 2001. The Board is seeking ratification of its decision
by the company's shareholders.

Deloitte & Touche had informed the Audit Committee of Eagle Food Centers
that certain reportable conditions existed during fiscal year 1998 relating
to segregation of duties in the cash disbursements and payroll processes
and reconciliation of accounts receivable and, during fiscal year 1999
relating to segregation of duties in the cash disbursements process and the
reconciliation of cash, accounts receivable and warehouse inventory. The
events did not result in any disagreement or difference in opinion between
the company and Deloitte & Touche. The company has authorized Deloitte &
Touche to respond fully to any inquires of KPMG relating to their
engagement as the company's independent accountant.


ENERGY WEST: Turkey Vulture Fund Pushes Equity Stake to 6.2%
------------------------------------------------------------
Turkey Vulture Fund XIII, Ltd., discloses in a filing with the Securities and
Exchange Commission that it beneficially owns 152,100 shares of the common
stock of Energy West Inc., representing 6.2% of the outstanding common stock
of the company.  Mr. Richard M. Osborne, as sole Manager of the Fund, has sole
power to vote, or to direct the voting of, and the sole power to dispose or to
direct the disposition of, the shares owned by the Fund.  The shares were
acquired by the Fund for $233,297 (excluding commissions) with a combination
of working capital of the Fund and margin debt from Everin Securities, Inc.


FEMINIQUE CORPORATION: Files Chapter 11 Case to Effect Complete Reorganization
------------------------------------------------------------------------------
Feminique Corporation (OTC Bulletin Board: FEMQ), based in Bellport, New York,  
announced last week that it filed for protection under Chapter 11 of the US
Bankruptcy Code.   

Acting President & CEO, Mr. Jonathan Rosen, stated: "As a result of the
Company failing to raise the necessary capital to complete its original
business plan, and since the Company is currently unable to meet its financial
obligations, the Board made the decision to file for Bankruptcy protection,
effective August 3rd, 2000.  It is our belief that if the Company is to stand
any chance of implementing a sensible business model, that such a model might
only succeed after the Company has been thoroughly 'cleansed' of all
attachments to its previous operations.

"It is management's intention to attempt a complete reorganization in the
Chapter proceeding, and if successfully agreed, to place new revenue-
generating assets into the Company. In this way, shareholders may stand some
chance of recouping, and possibly building value through their equity holding
in the Company. After the previous Chairman and two Directors resigned from
the Board in March this year, I returned as Acting President and Mr. John
Figliolini remained as a Director, since without our presence, the Company
would have been left without a 'gatekeeper' to represent the interests of
shareholders. After thorough consideration, we feel that this bankruptcy
filing will provide us with the only chance of rebuilding a new company.

"In the meantime, it is our present intention to maintain the Company's Full-
Reporting status, while we are in the process of sorting out the Company's
affairs in the bankruptcy proceeding. As always, we will do our best to keep
shareholders informed of developments on an ongoing basis."

Feminique's balance sheet at March 31, 2000, showed $2.2 million in assets and
$3.5 million in debts.  For the six-month period ending March 31, 2000, the
Company posted a $1.7 million loss on $700,000 in net sales.


FLINT, MICHIGAN: Moody's Downgrades General Obligation Bond Issues
------------------------------------------------------------------
Moody's downgraded to Ba1 from Baa2 Flint, Michigan's general obligation
unlimited tax rating affecting $7.390 million of debt, and downgraded to Ba2
from Baa3 the rating on Flint's $1.605 million of outstanding general
obligation limited tax debt.  The downgrades are based on Flint's lack of
timely and accurate financial reporting, despite numerous assurances from
management that audited financial information would be made available.
Moody's also believes that the absence of financial flexibility, compounded by
a very sluggish local economy, and the lack of a shared vision by various city
officials, further impedes resolution of these problems. The outlook remains
negative based on these factors.

In addition, Moody's has downgraded to Ba2 from Baa3 the rating on Flint Tax
Increment Finance Authority's $7.880 million of outstanding debt that is
secured by the city's general obligation limited tax pledge.

Specific credit characteristics are as follows:

     * The city's fiscal position has deteriorated significantly in recent
       years. Despite the city's projection of a $1 million operating surplus
       in fiscal 1998, audited results revealed a very significant $5.5
       million drawdown of the General Fund balance to a narrow 5.6% of
       General Fund revenues, with the unreserved balance amounting to a
       narrow 2.1%.

     * Unaudited fiscal 1999 results indicate a further drawdown of the
       General Fund balance to 4.1% of General Fund revenues. Most
       disturbingly, officials estimate that fiscal 2000 ended with yet
       another operating deficit, leaving the General Fund with a reserve
       level of negative $1.4 million.

Officials attribute the city's financial deterioration to the stress placed on
the General Fund by other funds that have not performed as well as anticipated
and have required General Fund subsidies. In fiscal 1998, the Debt Service
Fund experienced a shortfall in tax increment finance revenues required to
support outstanding debt due to the closing of General Motors' (GM) Buick City
assembly plant. The General Fund's subsidy was compounded by the city's
inadvertent overpayment of property taxes to the Debt Service Fund that had to
be repaid to overlapping jurisdictions. Furthermore, due to the untimely
transfer of the city's pension contribution to the Pension Trust Fund that
year, the fund was unable to earn interest as planned and several funds
(including the General Fund) were required to make up the resultant shortfall.
The General Fund also subsidized the Motor Pool Fund to eliminate the fund's
deficit position.

Lack of property and income tax (the two largest sources of revenue) and state
revenue sharing growth, have further hampered Flint's already tenuous
financial position. The city maintains a Fiscal Stabilization Fund, but its
balance amounts to a modest 2.1% of General Fund revenues. Moody's believes
the city's financial position will continue to lack stability, despite recent
assistance from a consulting firm. Several obstacles impede corrective action
including the absence of prudent budgeting, and accurate monitoring and timely
reporting systems; a lack of financial flexibility; and inability of
management to set priorities and goals, and develop a plan to achieve them.

Although the city's fiscal year ends June 30 and the state requires that an
audit be completed within three months of the close of the fiscal year,
Flint's inability to produce its fiscal 1999 audit follows a significant delay
of its fiscal 1998 audit. Numerous inquiries by Moody's over the last several
months regarding financial information have been met by assurances from
management that audited results were imminent. However, although the state did
allow for a three-month extension to December 1999, the fiscal 1999 audit is
now more than seven months overdue. Officials now estimate that the fiscal
1999 audit will be completed within about 30 days.

Flint is also working to develop a fiscal 2001 budget. However, the process
has been delayed as a result of a lawsuit filed by the city's administration
against city council due to a disagreement that arose during the budget
process. Initial estimates indicate that there is a $12 million gap in the
fiscal 2001 budget. Officials report that they are working with a consultant
to develop financial monitoring and reporting systems, implement a short-term
plan designed to achieve structural balance in fiscal 2001, and establish a
plan that will improve the city's financial condition over the long term.
Moody's believes that acrimonious relations between various facets of city
government could undermine development of a viable recovery plan. The city
reports that it has already begun to lay off 81 General Fund positions, reduce
police administration by 17 positions and fire administration by 14 positions,
for a savings of about $6.6 million. Various other measures, including a
hiring freeze and closing of one fire station, are expected to save an
additional $4.8 million, for a total savings of approximately $11.4 million.

Located in Genesee County (general obligation unlimited tax rated A2; limited
tax rated A3), approximately 70 miles northwest of Detroit (general obligation
unlimited tax rated Baa1; limited tax rated Baa2), Flint has not participated
in the economic prosperity enjoyed by a majority of the Greater Detroit
Metropolitan Area. The city's economy has suffered from a long period of
population decline and job losses. Wealth indices are well below the state
averages, and recent census data estimates indicate continued, though slowed,
population declines. Unemployment, at 7.7% in May 2000, is significantly above
state and national levels of 2.9% and 3.9%, respectively. Flint's economic
fortunes are still closely tied to the cyclical trends of the automotive
industry and those of GM, in particular, which represented a substantial 36.2%
of Flint's fiscal 2000 property values. While the city reports that several
projects are currently planned or have recently been completed, assessed
values have grown an average of only 4.0% annually from fiscal 1996 to fiscal
2000 relative to overall county growth of 8.3% annually during the same time
period.

The city's debt position is satisfactory. Debt levels are low, with overall
debt burden amounting to an estimated 1.6%. Principal amortization is rapid,
with all debt repaid in ten years.

Outlook:

     i)   Moody's maintains a negative outlook on the unlimited and limited tax
          general obligation ratings of the city based on Flint's lack of
          timely and accurate financial reporting;

     ii)  the absence of financial flexibility (compounded by a very sluggish
          local economy);

     iii) and the lack of a shared vision by various city officials, which
          further impedes resolution of these problems.

Key Statistics:

     * General Fund Balance:
  
         a) FY 97: $10.0 million
         b) FY 98: $4.5 million
         c) Unaudited FY 99: $3.4 million
         d) Unaudited FY 00: ($1.4 million)

     * Unemployment:

         a) May 2000: 7.7%
         b) 1999: 9.7%
         c) 1998: 10.2%

     * Per Capita Income as % of State:

        a) 1989: 73.6%

     * Median Family Income as % of State:
        
        a) 1989: 68.4%

     * Population Decline:

        a) 1970-90: 27.2%
        b) 1990-98: 6.5%
        c) Debt Burden: 1.6%

     * Payout:
     
        a) 10 Years: 100%


FOUNTAIN TECHNOLOGIES: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------------
Debtor:  Fountain Technologies, Inc.
          50 Randolph Road
          Somerset, NJ 08873

Bankruptcy Petition Date:  August 10, 2000

Court:  Southern District of New York

Bankruptcy Case No:  00-13695

Debtor's Counsel:  Abraham J. Backenroth, Esq.
                    Banckenroth Frankel & Krinsky, LLP
                    885 Second Avenue
                    New York, New York 10017
                    (212) 593-1100

Total Assets:  $ 50,000,001 above
Total Debts :  $ 10,000,001 above

20 Largest Unsecured Creditors

Intel Americas, Inc.
2200 Mission College Blvd
Santa Clara, CA 95052              $ 13,209,288

Microsoft Corporation
One Microsoft Way
Redmond, WA 98052                   $ 3,973,080

AMD
One AMD Place
Sunnyvale, CA 94088-3453            $ 3,678,325

Federal Express
2690 Hus Court
Union, NJ 07083                     $ 3,065,314

Maxtor Corp.
510 Cottonwood Dr.
Milptas, CA 95035                   $ 2,609,326

Nvidia Corp.
3535 Monroe St.
Santa Clara, CA 95051               $ 2,099,100

Toshiba America Electronic
  Company
1060 Rincon Circle
San Jose, CA 95131                  $ 1,930,100

3DFX Internactive
4435 Fortran Dr.
San Jose, CA 95134                  $ 1,897,922

Bell Microproducts, Inc.
1941 Ringwood Ave
San Jose, CA 95131                    $ 935,915

Western Digital Corp.
8105 Irvine Center Dr.
Irvine, CA 92718                      $ 905,915

Hyundai Corp.
300 Sylvan Ave
Englewood Cliffs, NJ 07632            $ 857,327

S3 Incorporated
2801 Mission College Blvd.
Santa Clara, CA 95052-8058            $ 688,750

Spectek
902 east Karcher Rd.
Nampa, ID 83687                       $ 511,501

Nissei Sangyo America, Ltd.
755 Ravendale Dr.
Mountain View, CA 94043               $ 451,164

Digitan Systems, Inc.
2363 Bering Dr.
San Jose, CA 95131                    $ 420,771

IBM Corporation
5600 Cottle Rd.
San Jose, CA 95193                    $ 350,000

3 Com Corp.                           $ 241,516

MCI Worldcom Wireless                 $ 240,505

Delta Products Corp.                  $ 234,300

Altec Lansing                         $ 197,612


FRUIT OF THE LOOM: Moves To Reject Felix Sulzberger's Employment Agreement
--------------------------------------------------------------------------
Fruit of the Loom, Inc., filed a motion with the Bankruptcy Court in
Wilmington, Delaware, to reject an employment agreement with Felix Sulzberger.
Mr. Sulzberger served as president of operations, Europe, was stationed in
Zug, Switzerland, and received $365,000 annually. On July 12, 1999, Fruit of
the Loom notified Mr. Sulzberger by letter that his employment contract was
terminated. Salary and severance payments were made in accordance with Swiss
law.

Fruit of the Loom continues to pay Mr. Sulzberger salary and accompanying
benefits. The only services he provides are adherence to duties of
confidence and noncompetition.  Since Mr. Sulzberger may claim that Fruit
of the Loom is obligated to make further payments, he may assert a claim
against the estate.  As an exercise of sound business judgment, Fruit of
the Loom requests the Court to approve its rejection of the employment
agreement.  (Fruit of the Loom Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENESIS/MULTICARE: Applies to Employ KPMG as Restructuring Consultant
---------------------------------------------------------------------
The Multicare Companies, Inc., and its debtor-affiliates seek Bankruptcy Court
authority to employ KPMG LLP, as of the Petition Date, to act as restructuring
consultants, auditors and accountants under a general retainer during their
chapter 11 cases, pursuant to section 327(a), 328(a) and 1107(b) of the
Bankruptcy Code.

MultiCare tells the Bankruptcy Court in Wilmington, Delaware, that KPMG will
provide administrative restructuring consulting services in connection with
the reorganization of the Debtors' financial affairs throughout their chapter
11 progress.

KPMG has served as the Debtors' auditors and accountants continuously since
1992. The Debtors selected KPMG to serve as their restructuring consultants
and to continue to serve as their auditors and accountants because of KPMG's
familiarity with the Debtors businesses, financial affairs, and books and
records, in addition to KPMG's qualifications and experience in providing such
services to other companies under chapter 11.

Subject to the Court's approval, Multicare agrees to pay KPMG hourly rates of:

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

KPMG will also apply to the Court for reimbursement of reasonable out-of-
pocket expenses.

In addition, KPMG has historically provided the Debtors certain non-
restructuring related audit, accounting, and tax services under negotiated,
fixed-fee arrangements. KPMG expects to continue to render the Debtors certain
of those non-restructuring related services on a fixed-fee basis.

Given the nature of these services and the manner in which KPMG has
historically billed the Debtors on those assignments, the Debtors and KPMG ask
the Court to authorize that, with regard to fixed-fee work, KPMG be allowed to
report time incurred for all such services by activity category and by day,
without specific time entries to the tenth of the hour. For all non-fixed fee
services, KPMG agrees to prepare detailed time entries to the tenth of the
hour for submission to the Debtors and the Bankruptcy Court.

With respect to Restructuring Consulting Services, the Debtors contemplate
that KPMG will render services in:

    (1)  assisting in the preparation and review of various reports or filings
          including schedules and statements of financial affair, monthly
          operating reports and exhibits to various motions;
    
    (2)  assisting in claims management and plan solicitation process; and

    (3)  other financial consulting advice and assistance to the Debtors as
          may he requested.

As auditors and accountants, KPMG will continue to provide non-restructuring
tax, audit, and accounting services that it had provided to the Debtors prior
to the Petition Date. These services may include:

    (1)  performing audit examinations of the Debtors' annual financial
          statements;

    (2)  assisting in the preparation and filing of the Debtors' financial
          statements and disclosure documents required by the Securities and
          Exchange Commission;

    (3)  performing reviews of the Debtors' quarterly financial statements;

    (4)  assisting in the preparation and filing of Quarterly Reports on Form
          10-Q with the Securities and Exchange Commission; and

    (5)  performing audit examinations of certain legal entities and GEC;

    (6)  reviewing and assisting in the preparation and filing of tax returns;

    (7)  advising and assisting the Debtors regarding tax planning issues
          including assisting in estimating net operating loss carryforwards;

    (8)  assisting in developing and implementing tax reduction strategies
          arising from the Debtors' specific request or identification of
          possible tax planning opportunities;

    (9)  providing advice and assistance on the tax consequences of any
          proposed plan or reorganization and in the preparation of any
          Internal Revenue Service requests regarding future tax consequences
          of alternative reorganization structures;

    (10) preparing and/or assisting in the preparation of federal and state
          income tax returns of certain executives of the Debtors in
          accordance with the Debtors' Executive Tax Assistance Program;

    (11) providing assistance regarding existing and future IRS, state and/or
          local tax examinations; and

    (12) providing other tax advice and assistance.

The Debtors assure the Court that they will seek to avoid duplication of work
between KPMG and other professionals employed for the Multicare chapter 11
cases.

Stephen B. Darr, Partner of KPMG, submits in his affidavit that KPMG has
provided auditing, accounting and consulting services to Genesis Health
Ventures, Inc. and related companies, and GHV is a sharholder and creditor of
Multicare. KPMG is also seeking employment in GHV's bankruptcy proceedings to
provide audit, accounting and restructuring services. Mr. Darr anticipates
that many of the KPMG personnel will be providing services to both Genesis and
Multicare. However, Mr Darr submits that the services consist entirely of
collection, presentation and dissemination of factual data.

Mr. Darr assures the court that KPMG will not paritcipate in the evaluation of
intercompany transactions with Genesis Health Ventures, Inc.,   Mr. Darr does
not anticipate any conflict of interest, and in the event any such conflict
arise, KPMG will not perform services to either Genesis or Multicare in
connection with such matter.

The Debtors submit that, other than that stated in Mr. Darr's affidavit, KPMG
does not hold or represent any interest adverse to the Debtors or their
estates, nor does KPMG have any connection with the Debtors, their creditors,
or any other party in interest, and KPMG is not a creditor of the Debtors.
(Genesis/Multicare Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HARNISCHFEGER: Motions To Assume, Cure & Enter Into New Leases With IBM
-----------------------------------------------------------------------
Harnischfeger Industries, Inc.'s Joy subsidiary tells the Court that in order
to compete in the global economy, Joy must (i) replace outdated equipment and
(ii) increase its technological capabilities. Attending to this need, Joy
desires to lease computer equipment from IBM for an initial rent payment of
$813,772 and monthly payments of $68,048 for the remaining 35 months pursuant
to the Joy Supplement. Joy notes that it is better to lease, rather than
purchase technology-related equipment because this type of equipment becomes
obsolete quickly.

However, IBM will not enter into the Joy Supplement unless HII and P&H assume
certain Leases with IBM. Joy believes it has sought and obtained the best deal
and decided to enter into the Joy Supplement despite IBM's requirement. To
assume the Leases, HII and P&H would have to cure amounts of $91,711 due and
owing to IBM.

Accordingly, HII, P&H and Joy sought and obtained authority from Judge Walsh
for (i) HII and P&H respectively to assume certain IBM Credit Corporation
leases; (ii) Joy to enter into an IBM lease supplement, provided that if IBM
and Joy do not execute the Joy Supplement, the Leases shall not be assumed.
(Harnischfeger Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HVIDE MARINE: Reports $3.3 Million Loss For Quarter Ending June 30, 2000
------------------------------------------------------------------------
Hvide Marine Incorporated (OTC Bulletin Board: HVDM) reported a net loss of
$3.3 million for the quarter ended June 30, 2000, versus a net loss of $23.7
million for the year-earlier period.  The current quarter's results include an
approximately $7 million gain from the settlement of a lawsuit involving a
cancelled shipyard contract. Revenues of $80.2 million for the 2000 second
quarter were down from the year-earlier figure of $89.0 million due mainly to
tanker retirements and drydockings, and lower towing revenues. Operating
income, however, increased to $6.0 million from a year-earlier loss of $0.3
million as a result of lower depreciation expense.

In the immediately preceding quarter, ended March 31, 2000, the Company had a
net loss of $12.9 million on revenues of $78.6 million.  

"We are gradually turning the corner," commented Chief Executive Officer
Gerhard E. Kurz.  "Improved results in our offshore energy support business
reflect an encouraging increase in day rates for our worldwide Seabulk
Offshore fleet, and we expect this trend to continue as the demand for
drilling support services grows. At the same time, we are reducing our cost
structure through the consolidation of facilities and functions and by paying
down debt through a scheduled asset sale program. We are focused on achieving
quarter-over-quarter improvements, strengthening our capital structure,
winning new contracts, and extracting the maximum value from our asset base."

                               Operating Results

Revenues from the Company's Seabulk Offshore unit totaled $37.5 million, up
from $34.2 million in the first quarter of 2000, on improving worldwide day
rates. In the Gulf of Mexico, day rates for Seabulk Offshore's 23 supply boats
averaged $3,895 in the second quarter against $3,740 in the first quarter,
while utilization declined to 63% from 71% due to certain vessels being out of
service for maintenance. Seabulk Offshore's 32 Gulf of Mexico crewboats
averaged $1,926 and a 77% utilization rate versus $1,850 and 78%,
respectively, in the previous quarter.

Internationally, where the Company has major operations in West Africa, the
Middle East and Far East, day rates for Seabulk Offshore's fleet of 67 anchor
handling tug and tug supply vessels averaged $4,471, up from $4,290 in the
first quarter, while utilization improved to 63% from 56%. Day rates for
Seabulk Offshore's international fleet of 39 crew/utility vessels rose to
$1,618 from $1,551, while utilization was 41% against 40%. Hvide Marine Towing
(HMT), which operates a fleet of 34 harbor and offshore tugs in the Gulf of
Mexico and along the Florida and Gulf coasts, had revenues of $8.3 million
versus $8.7 million in the first quarter due mainly to seasonal declines in
Port Everglades and Port Canaveral and the sale of the Seabulk Carolyn. In the
port of Tampa, where there is renewed competition, HMT added the SDM(TM) Mark
II Suwannee River to its fleet in late June and maintained an approximate 75%
market share. In marine transportation, which includes the Company's 10 U.S.-
flag Jones Act chemical and product carriers, five of which are double-hulled,
revenues declined to $34.4 million in the second quarter from $35.7 million in
the first quarter as a result of out-of-service time for two vessels due to
scheduled drydockings.

In early August, the product carrier HMI Trader, approaching the end of her
OPA 90 life, completed a grain voyage to East Africa and has been sold for
scrap. Also in early August, one of the Company's double-hull, Lightship-class
tankers, the HMI Cape Lookout Shoals, began a new three-year time charter
(with two one-year options) with a subsidiary of Tesoro Petroleum Corporation,
transporting Alaskan crude to refineries in Alaska, Hawaii and Washington
state.

                                    Asset Sales

As previously reported, the Company is obliged under its Amended Credit
Agreement to prepay $60 million of debt by year-end primarily through the sale
of vessels and other assets. To date, the Company has completed the sale of 18
vessels for net proceeds of $18.6 million. The vessels sold include 11 laid-up
Seabulk Offshore units, mainly in the Middle East, four offshore tugs, and
three Sun State Marine tank barges. Additional sales are pending, although it
is uncertain whether such sales will be completed or completed on time, or
whether the proceeds from such sales will be sufficient to satisfy the current
prepayment schedule, in which case the Company will need to seek a
modification of the schedule.

With a fleet of 257 vessels, HMI is a leading provider of marine support and
transportation services, primarily to the energy and chemical industries.
Visit HMI on the Web at http://www.hvide.com


INSILCO HOLDING: Reports Very Encouraging Second Quarter Results
----------------------------------------------------------------
Insilco Holding Co. reports markedly improved sales and operating results
for its second quarter ended June 30, 2000. The company said that results
for its automotive segment, which the company recently announced it signed
an agreement to sell, is being reported as a discontinued operation and is
therefore not included in consolidated sales and EBITDA (earnings before
interest, taxes, depreciation, amortization and non-operating items).
Included in the company's consolidated results for 1999 are the results of
its Romac Metals and McKenica operations, which were divested in mid-1999.

Insilco Holding reported a 65% increase in second quarter sales from its
core technologies businesses to $92.3 million from $55.8 million recorded
last year due to strong demand for custom assemblies and passive components,
and reflecting the benefit of sales from the company's recently acquired
custom assembly business. Including sales from divested operations of $6.8
million in the 1999 second quarter, consolidated sales for the current quarter
increased 47% from $62.6 million recorded last year. On a pro forma basis, the
company's second quarter sales increased 39% from the second quarter last year
as worldwide OEM demand increased for the company's optical and networking
equipment assemblies and components.

For the current quarter, EBITDA from the technologies businesses more
than doubled to $13.3 million from $5.4 million recorded last year. The
company reported that consolidated EBITDA for the current quarter increased
138% to $13.3 million, compared to $5.6 million recorded last year, which
included EBITDA of $0.2 million from divested operations. A favorable sales
mix for higher-margin data grade connector products and improved margins on
precision stampings, as well as the contribution from its recent
acquisition, all contributed to the strong EBITDA performance. The
company's pro forma second quarter EBITDA increased 41% from the second
quarter last year due to the favorable sales mix and from cost reduction
initiatives.

As reported on July 17, 2000, the company announced that it has signed
a definitive agreement to sell to its majority shareholders the assets of
its automotive segment for proceeds of $147 million, subject to closing
adjustments; closing on a commitment for financing; and other customary
terms and conditions.

Proceeds from the transaction, which is expected to close before the
end of the third quarter, will be used to reduce bank debt and to gain
financial flexibility to execute the company's acquisition strategy.
Insilco also announced it signed a definitive agreement to acquire
Precision Cable Manufacturing, a Rockwall, Texas based provider of custom
cable and wire assemblies to telecommunications equipment OEMs.

David A. Kauer, Insilco President and CEO, said, "We continued to see
strong demand in the second quarter for our technology products, with pro
forma sales and adjusted EBITDA for the first half of 2000 up 38% and 54%,
respectively. We are experiencing strong sales and a strong book-to-bill
ratio in our connector business resulting from new product introductions
and strong market fundamentals in the electronic component industry. We are
also very pleased with the strong demand we are seeing for our optical
equipment assemblies. With the announcement last week of the planned
divestiture of our automotive segment and the acquisition of Precision
Cable, we are well positioned to capitalize on the growing telecommunications
and computer networking markets."

After accounting for discontinued operations, the company reported net
income of $0.7 million for its current second quarter compared to a net
loss of ($5.2) million recorded a year ago in the second quarter. The loss
available to common shareholders for the second quarters of 2000 and 1999
was ($0.65) and ($4.23) per diluted share, respectively.

Insilco Holding Co., based in suburban Columbus, Ohio is a global supplier
of cable assemblies, wire harnesses, high-speed network connectors, power
transformers, precision metal stampings and value-added services to the
telecommunications, data processing, medical instrumentation and automotive
markets. Insilco has operations in the United States, Canada, Mexico,
Northern Ireland, Ireland, Puerto Rico and the Dominican Republic.


IRIDIUM: Court Schedules August 23 Hearing to Receive Any New or Repeat Bids
----------------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of New York
scheduled a hearing for Aug. 23 to discuss possible bids for bankrupt
satellite telephone company Iridium LLC, according to a newswire report.  In
July, merchant bank Castle Harlan dropped its $50 million bid to buy Iridium
because it doubted the company, which once promised communications service to
anyone, at any time, anywhere in the world, would be able to produce steady
revenues.  The New York-based company, which was backed by Motorola Inc., has
been searching for a buyer since March.  A lawyer for Motorola, which has
operated the satellites, told the court the company was in discussions with
the U.S. government about a plan to de-orbit the satellites and let billions
of dollars worth of communications gear burn up in the atmosphere.  (ABI 10-
Aug-2000)


KCS ENERGY: Reports Highest Quarterly Net Income in Its History
---------------------------------------------------------------
KCS Energy, Inc. (NYSE: KCS) announced financial and operating results for the
second quarter and six months ended June 30, 2000.

Commenting on the Company's performance, KCS President and Chief Executive
Officer James W. Christmas said, "We are pleased to report the highest
quarterly net income and cash flow in the Company's history. The Company
benefited not only from strong market prices for its natural gas and oil
production, but also from the successful implementation of its cost-reduction
and property rationalization programs. In addition, we've continued to carry
out our capital program while reducing bank debt and increasing cash. We have
paid down $58 million in bank debt since April 1999 and increased our cash
balances to $20.6 million as of June 30, 2000. With the continued
strengthening of natural gas and oil prices in the third quarter, we expect
this trend to continue."

Income before reorganization items for the quarter ended June 30, 2000 was
$16.1 million compared to $0.2 million in the prior year's second quarter.
After deducting $1.3 million of reorganization items, net income for the
quarter was a record $14.8 million, or $0.51 per share, compared to $0.2
million, or $0.01 per share, for the quarter ended June 30, 1999. EBITDAR
(earnings before interest, taxes, DD&A and reorganization items) for the
current quarter was $35.4 million, also a record, increasing 50% compared to
$23.7 million for the same period a year ago. These record results reflect
higher oil and gas prices, combined with significantly lower operating and
administrative expenses and lower interest expense, partially offset by lower
production from the Company's Volumetric Production Payment ("VPP") program.
In the second quarter of 2000, KCS revenues were reduced by $1.4 million from
its hedging program. This was primarily associated with fixed price hedges on
9,600 million BTU (MMBTU) per day at $2.055 which were put in place several
years ago by the predecessor owner of Medallion Resources. During the second
quarter, the Company put in place several cost free collars covering a total
of 33,000 MMBTU per day for the period July 1, 2000 through March 31, 2001.
These collars ensure that the Company will receive a minimum floor price for
the hedged production in return for certain price ceilings. Under the terms of
these collars, the floors range from $2.70 per MMBTU to $3.53 per MMBTU and
the price ceilings range from $4.00 per MMBTU to a maximum of $5.50 per MMBTU.

For the six months ended June 30, 2000, income before reorganization items was
$23.6 million compared to a loss of $1.7 million in the prior year six- month
period. After deducting $9.4 million of reorganization items ($6.1 million of
which was the non-cash write-off of deferred debt issuance costs), net income
for the six months ended June 30, 2000 was $14.2 million, or $0.48 per share.
EBITDAR increased 36% to $62.3 million for the first half of 2000 compared to
$45.7 million for the same period last year.
Improved oil and gas prices, in addition to their favorable impact on current
earnings and cash flow, have also had a very beneficial impact on the value of
the Company's oil and gas reserves. At June 30, 2000, the SEC PV-10 of oil and
gas reserves was $526 million, compared to $293 million at December 31, 1999.

                               Operations Summary

In the second quarter, the Company continued to utilize a portion of available
cash flow for drilling and investment opportunities in the Mid- Continent and
Onshore Gulf Coast regions and to a lesser extent in its VPP program.
Approximately one half of the capital spent year to date was in the Mid-
Continent region where the Company has continued its strategy of drilling
lower risk step-out and extension wells. Fifteen of the eighteen wells drilled
in the region in 2000 have been successful with the most significant area of
drilling being the Mount Lebanon Field. The Company had previously announced
the successful completion of the Willamette #1 well (33% KCS working interest)
which tested at a combined rate of over 10,000 thousand cubic feet per day
(MCFPD) on initial tests from two zones. This well is still producing 7,000
MCFPD and the Company has continued its development of the field with the
drilling of the LA Minerals #31-1 well (38% KCS working interest). This
northwest offset to the Willamette well encountered 21 feet of productive
Hosston sand and will be tested and on production within the next month.

In the onshore Gulf Coast region, the Company has been pursuing higher
potential exploration tests. In the first half of the year, ten wells have
been drilled with a success rate of 60%. Since the end of the second quarter,
the Company has drilled the Kathleen Jackson #1 well in the Austin Field which
found 52 feet of net Wilcox formation. Completion operations are underway on
this 100% working interest well.
In the second quarter, one additional VPP was purchased for $4.3 million with
incremental volumes to be produced beginning in September 2000. Since this
most recent VPP purchase of natural gas reserves, gas prices have increased
30% for the period of time KCS will receive its production.
William N. Hahne, Senior Vice President and Chief Operating Officer said
"Production volumes for the second quarter exceeded our expectations as
drilling results partially offset the scheduled declines in VPP production.
VPP volumes in the third quarter are anticipated to be approximately 10,000
MCFPD lower than in the second quarter as a portion of scheduled production is
being deferred into the first half of 2001."

                               Chapter 11 Cases

As previously announced, KCS is currently in default under its bank credit
facilities and its senior and senior subordinated notes, and has been pursuing
a financial restructuring transaction which would significantly strengthen its
balance sheet. On January 5, 2000, three holders of senior notes filed an
involuntary petition for relief against KCS Energy, Inc. (the parent company
only) under Chapter 11 of the Bankruptcy Code in the U. S. Bankruptcy Court in
Wilmington, Delaware (the "Bankruptcy Court"). On January 18, the Bankruptcy
Court entered an order for relief under Chapter 11 of the Bankruptcy Code with
respect to KCS Energy, Inc. Also on January 18, 2000, each of KCS Energy
Inc.'s subsidiaries filed voluntary petitions under Chapter 11 of the
Bankruptcy Code with the Bankruptcy Court.
On April 20, 2000, KCS reported that the restructuring agreement entered into
in December 1999 with holders of more than two-thirds in amount of the senior
subordinated notes and holders of a majority in amount of the senior notes was
terminated by the noteholders. On May 4, 2000, the Company's exclusive period
for filing a plan of reorganization was terminated by the Bankruptcy Court.
Since then, both the statutory creditors' committee in the Company's Chapter
11 cases and the Company have filed proposed plans of reorganization with the
Bankruptcy Court. The Bankruptcy Court has scheduled a Disclosure Statement
hearing for August 31, 2000 regarding these two proposed plans. In the
meantime, the Company is continuing negotiations with the creditors committee
and with holders of its senior and senior subordinated notes and others with
the goal of achieving a consensual plan that will enable a timely conclusion
of the Chapter 11 cases.

KCS is an independent energy company engaged in the acquisition, exploration
and production of natural gas and crude oil with operations in the Mid-
Continent and Gulf Coast regions. The Company also purchases reserves
(priority rights to future delivery of oil and gas) through its Volumetric
Production Payment program. For more information on KCS Energy, Inc., please
visit the Company's web site at http://www.kcsenergy.com.


KMART CORPORATION: CEO Chuck Conway Outlines Retailer's Strategic Initiatives
-----------------------------------------------------------------------------
During a meeting with the financial community in New York, Kmart Corporation
(NYSE: KM) Chairman and Chief Executive Officer Chuck Conaway outlined
strategic initiatives now underway at the company and the immediate priorities
that Kmart is addressing to significantly improve its financial performance
and competitive position.
     
In his remarks, Mr. Conaway said, "We believe that Kmart will become a wholly
new company ready to truly exploit new growth strategies unprecedented in the
company's history.  Yes, there's a lot of work to do and there will be no
silver bullet, but it's the opportunity of a lifetime to get it done. That's
why I came here and I'm more excited than ever about our many opportunities."
    
Mr. Conaway detailed Kmart's three overarching strategic imperatives,
which are intended to guide rapid and measurable improvement at the company:

*  Dramatically improve retail execution to achieve world class execution,
    making effective end-to-end improvements and investments in Kmart's supply
    chain;
     
*  Create a customer-centric culture to ensure that the day-to-day activities
    in every Kmart department are inherently linked to better satisfying and
    serving Kmart customers;
     
*  Become a marketing and sales-driven organization with a defined and
    differentiated market position.  This includes ensuring that the company
    has the discipline and agility to test and leverage its strengths to create
    a long-term, dominant marketing position.

Mr. Conaway noted that Kmart has already completed a comprehensive review
of the company's asset productivity, creating many opportunities within the
organization and encouraging a "Play to Win" mentality that initiates cultural
change company-wide.
     
Mr. Conaway pointed out that Kmart has already taken decisive steps toward
achieving its strategic goals.  For example, Kmart will invest nearly $2
billion in infrastructure between now and August 2002.  "These steps are
designed to dramatically revamp our technology processes, change management
capabilities and systems over the next 24 months.  We've reallocated our
capital for the third and fourth quarters of 2000 and committed to these
priorities in 2001 and 2002 so that we can leap-frog ahead on these
investments."
     
By October 2000, all Kmart stores will have updated scanners with 1,600 of
the stores receiving the most state-of-the-art scanners available.  New point-
of-sale registers also will be installed in every Kmart store by August 2001.

With the new scanners and registers in place, Mr. Conaway said the company's
goal is to increase the speed of customer check-out by at least 20 percent.
     
To further enhance customer service, beginning in October, the company will
launch a comprehensive customer service measurement system that uses a voice
response system that will provide direct feedback from 15 to 20 million real
customers every year.  Additionally, a new Customer Service Center will begin
operation in October that will be available 24-hours a day, 7 days a week to
assist and resolve customer concerns with immediacy.  The company also will
reduce the span of control for its district managers, from about 13 stores to
8 stores each, to ensure greater accountability for store performance and
improvement.
     
Mr. Conaway told the investors and analysts at the meeting, "We know that our
time-frame is short in that the turn-around we must achieve in fixing the
fundamentals of the business, establishing a new emotional bond with our
customers and preparing for growth must be achieved during the next 24 months.

"You have my commitment to open, candid communication of how we're doing and
the tough choices we will make to win for the future."
     
Kmart Corporation serves America with 2,165 Kmart, Big Kmart and Super Kmart
retail outlets.  In addition to serving all 50 states, Kmart operations extend
to Puerto Rico, Guam and the U.S. Virgin Islands.  More information about
Kmart is available on the World Wide Web at http://www.bluelight.comin the  
"About Kmart" section.


LEVITZ FURNITURE: Will, in Fact, Pursue Combination with Seaman Furniture
-------------------------------------------------------------------------
Levitz Furniture Corporation asked the Bankruptcy Court to dismiss an
adversary proceeding which it had filed in May of this year against certain
minority shareholders of Seaman Furniture Co., Inc. Levitz had filed the
action in response to litigation initiated by those minority shareholders
against Seaman and certain other parties.  The minority shareholder litigation
sought and obtained an injunction to prevent Seaman and Levitz from entering
into previously announced agreements to combine certain management and support
services functions.  Levitz asked the Bankruptcy Court to dismiss the
proceedings after being told the minority shareholders and parties to their
dispute had reached agreement on the terms of a settlement of the shareholder
litigation pending in the Delaware Court of Chancery.  Upon satisfaction and
performance of the conditions to the settlement Levitz and Seaman would be
free to proceed with the negotiation of a transaction to combine operations
that would form the basis for a consensual plan of reorganization of Levitz.  
This combination and the plan of reorganization would be subject to Bankruptcy
Court approval, which Levitz anticipates receiving in the latter part of this
year, subject to the negotiation of financing arrangements and other
conditions.

Levitz also announced it has decided to exit the Boston market and plans to
sell or close later this year the four stores that it currently operates in
that market. Levitz will also close single store locations in Reading, PA and
Bakersfield, CA. In addition, Levitz disclosed that it will relocate in
October and November 2000 former warehouse-showrooms in Southington,
Connecticut and Concord, California to new sites featuring the successful
showroom format introduced in its Phoenix, Arizona market.

It is expected that, upon satisfaction of the conditions to the settlement and
confirmation of a plan of reorganization for Levitz, Levitz and Seaman stores
will continue to operate under their existing banners.  Levitz expects that,
if an arrangement between Seaman and Levitz is effected as part of its plan of
reorganization, Ed Grund, Chief Executive Officer of Levitz, would direct all
aspects of operations for the 43 stores on the West Coast and Minneapolis/St.
Paul from a new Regional Headquarters to be located in Pleasanton, California
and would propose that Alan Rosenberg, Chief Executive Officer of Seaman,
would continue to direct the 51 Seaman stores while adding responsibility for
directing all aspects of the operations of the 15 Levitz stores that will
continue to operate on the East Coast.  Levitz expects that its administrative
offices in Boca Raton, Florida and Pottstown, Pennsylvania would be phased out
following approval of the Levitz plan of reorganization with some personnel
from those offices possibly transferring to Seaman's headquarters in Woodbury,
New York or to the new California office.

Levitz Furniture Corporation currently operates 64 stores in 13 states on the
East Coast, West Coast, and in the Midwest.  For more information, visit the
company's web site at http://www.levitz.com.


LOEWEN GROUP: Bayview's Motion To Compel Decision About Non-Compete Agreement
-----------------------------------------------------------------------------
The Bayview Shareholders ask Judge Walsh to compel Debtor Loewen Group
International, Inc. to assume or reject a certain non-competition agreement
between Loewen and the Bayview Shareholders, or, alternatively, for relief
from stay to allow the Bayview Shareholders to terminate such agreement due to
the Debtors' defaults in observing the terms and conditions of the agreement.
The Bayview Shareholders relate that before January 1993 they were the owners
a an Alabama corporation Bayview Services, Inc. which had operated
funeral home Bayview since the 1960's.

In January, 1993, Bayview and Loewen closed a deal under a Stock Purchase
Agreement for Bayview to sell their stock to Loewen for $3,800,000, payable
$800,000 at closing with the balance payable over time. The balance of the
purchase price for the stock was secured by a mortgage against four parcels of
real property then owned by Bayview: (i) the Foley property, (ii) the Daphne
property, (iii) the Fairhope property, and (iv) the Greeno Road Property
Approximately one third, that is, $1,100,000 of the $3,800,000 purchase price
was allocated as the consideration in return for the agreement by Bayview not
to compete with Loewen in connection with the Debtor's operation of the
Bayview business.

The Bayview Shareholders tell the Court that the Debtor made annual
payments due under the Purchase Agreement and the Non-Compete Agreement
for the years 1994 through 1999, but did not make the payment due on
January 1, 2000.

Bayview asserts that based on the Debtor's default, and absent the
provisions of the Bankruptcy Code, the Bayview Shareholders would be
entitled to terminate the Non-Compete Agreement.

The Bayview Shareholders voice that it is unfair to keep them bound by the
Non-Compete Agreement while Loewen is in default of its obligations. The
Shareholders reason that if Loewen desires to retain its right under the
Non-Compete Agreement it should assume the contract; if not it should
reject and relieve the Bayview Shareholders of the restriction on their
earning a living. The Bayview Shareholders contend that so long as the
Debtor remains in default, it is inequitable for them to remain bound by
the Non-Compete Agreement. (Loewen Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MAXICARE HEALTH: Shareholder Meeting to Be Held on September 14 in Los Angeles
------------------------------------------------------------------------------
The annual meeting of shareholders of Maxicare Health Plans, Inc. is to be
held in the Sunset Room at the Transamerica Center Windows Restaurant, 1150
South Olive Street, Los Angeles, California, on Thursday, September 14,
2000, at 9:00 a.m. (Pacific Time) for the following purposes:

    1. To elect three directors to the Board of Directors who will serve
        until the company's 2003 annual meeting of shareholders and until
        their successors have been duly elected and qualified.

    2. To approve an amendment to the company's Restated Certificate of
        Incorporation to increase the number of authorized shares of common
        stock, from 40.0 million to 80.0 million shares.

    3. To approve an amendment to the company's Restated Certificate of
        Incorporation by adding a new section which would prohibit transfer of
        the company's capital stock, unless approved by the Board, to the
        extent the transfer would:
       
        (i)  cause the ownership interest of the transferee or any other
              person to equal 5% or more of the company's fair market value;
              or

        (ii) increase the ownership interest of the transferee or any other
              person where the transferee's or other person's ownership
              interest equaled 5% or more of the company's fair market value
              before the transfer.

    4. To approve the company's 2000 Stock Option Plan and the authorization
        of the issuance of up to 4.0 million shares of common stock upon the
        exercise of stock options thereunder.

    5. And finally, to transact any other business that may properly come
        before the meeting.

Shareholders of record at the close of business on August 1, 2000 will be
entitled to notice of and to vote at the 2000 annual meeting of
shareholders.


MCA FINANCIAL: Debtors Assert Enterprises' Solicitation Letter Violates Stay
----------------------------------------------------------------------------
MCA Financial Corp. and its debtor-affiliates learned that on July 26, 2000,
a letter was sent to investors in some or all of the pools of real estate
interests on behalf of Enterprise Financial Services, Inc., Charles Salyer
and EFS Pool Management, LLC.  The letter was not approved by the court or
the debtor, Brian R. Trumbauer, Esq., of Bodman, Longley & Dahling LLP in
Detroit, tells Judge Rhodes.  

The letter, Mr. Trumbauer relates, urges pool investors to execute an
agreement appointing Mr. Salyer as the new trustee of their respective pools
and to appoint EFS as the new manager.  "The Enterprise Letter is inconsistent
with the Debtors' Plan," Mr. Trunbauer says, explaining that the Plan is
premised on a consolidation of virtually all of the active pools into a pool
liquidating trust and the appointment of Kristen Bauer as the Pool Liquidating
agent of the trust.

The debtors claim that the Enterprise Letter appears to be soliciting a
rejection of the debtors' plan, and proposing a sub rosa plan of their own, at
least with respect to pool investors.  Not only does the letter violate
solicitation requirements under 11 U.S.C. Sec. 1125, the Debtors also assert
that the letter violates the automatic stay.  

The plan also incorporates a global settlement among the debtors, the pools
and the Bank Group, Mr. Trumbauer reminds Judge Rhodes.  The settlement
provides a mechanism for dividing assets as to which there is a conflict of
asserted ownership among the pools, debtors and/or the Bank Group. The
settlement contemplates that those pools accepting the plan will pay the
debtors $1.25 million out of funds held in escrow by the Conservator.  The
settlement also provides that debtors' pending adversary proceeding against
the pools will be dismissed as against the accepting pools only and that the
accepting pools will have an allowed unsecured claim of $17.5 million, among
other things.

The debtors claim that the Enterprise letter is confusing, misleading and
contains incomplete or incorrect information.  The ask the U.S. Bankruptcy
Court in Detroit to enter an order determining that the sending of the
Enterprise Letter to pool investors violates the automatic stay and plan
solicitation procedures.  The debtors also ask that the court order any votes
accepting the new Agreement attached to the letter be null and void, and that
Enterprise be compelled to send a new letter to pool investors stating that
the letter was not authorized by the court and prohibiting Enterprise from
sending the original letter to any more pool investors.   Further, the want a
list of pool investors to whom the inappropriate letter was sent.


MERRY-GO-ROUND: Trustee Suggests Swidler & Berlin Bring a Big Truck
-------------------------------------------------------------------
Deborah H. Devan, the Chapter 7 Trustee overseeing the liquidation of Merry-
Go-Round Enterprises, Inc., tells Judge Derby that she has tons of old
business records in storage that she no longer needs.  These old records fall
into three categories: (1) 1988 through 1994 employee termination records; (2)
architectural drawings and construction documents for defunct retail stores;
and (3) a collection of cash register receipts from 1992. Ms. Devan is
convinced that Merry-Go-Round's Estate doesn't need these records for any
reason. Moreover, the Estate has no reason to continue to paying monthly
storage fees.

"Wait," Swidler & Berlin, Chartered, cries, saying that those old records "are
potentially relevant" to Ernst & Young's suit against Swidler. Although Ms.
Devan is at loss to understand any relevance those documents could possibly
have to that litigation, Ms. Devan asked Swidler and its counsel, Gary D.
Wilson, Esq., at Wilmer, Cutler & Pickering and Brendan V. Sullivan, Esq., at
Willimas & Connolly, LLP, for an explanation. No explanation came. Swider, Ms.
Devan speculates, may think that those documents could be responsive to the
Subpoena Swidler served on her some time ago. She's certain they're not.

The questions for the Bankruptcy Court to answer, Hugh M. Bernstein, Esq., of
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., counsel to the Trustee, tells
Judge Derby, are: (1) whether retention of the documents is a burden on the
Estate and (2) whether the records have any value to the Estate. Both
questions, Ms. Devan will testify, are answered in the affirmative. The
relevance of the documents to litigation between E&Y and Swidler is of no
consequence to the Estate. "Swidler cannot preclude the Trustee from
abandoning the Documents nor can it require that the Trustee incur the expense
of retaining the Documents," Mr. Bernstein argues. Mr. Bernstein urges that
Swidler's Objection to the Trustee's Motion to Abandon be overruled and the
Trustee be permitted to abandon the Documents without further delay.

Ms. Devan tells Judge Derby that, if Swidler would like, it is free to take
the records.  Ms. Devan advises that Swidler will need a truck large enough to
haul 1,750 boxes if the Firm wants to take all of the records in one trip.


MULTICARE: Committee Taps Kasowitz, Benson, Torres & Friedman as Counsel
------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Multicare AMC, Inc., et al.,
present the Bankruptcy Court in Wilmington, Delaware, with an application to
retain Kasowitz, Benson, Torres & Friedman LLP as its legal counsel.  The
Committee asks Kasowitz to assist by:

(1) Rendering assistance and advice, and representing the Committee with
     respect to the administration of these cases and oversight of the
     debtors' affairs, including all issues arising form or impacting the
     debtors, the Committee or these Chapter 11 cases;

(2) Providing all necessary legal advice with respect to the Committee's
     powers and duties;

(3) Assisting the Committee in maximizing the value of the debtors' assets for
     the benefit of all creditors;

(4) Pursuing confirmation of a plan of reorganization and approval of an
     associated disclosure statement;

(5) Conducting an investigation, as the Committee deems appropriate,
     concerning, among other things, the assets, liabilities, financial
     condition and operating issues of the debtors;

(6) Commencing and prosecuting any and all necessary and appropriate actions
     and/or proceedings on behalf of the Committee that may be relevant to
     this case;

(7) Preparing on behalf to the Committee necessary applications, motions,
     answers, orders, reports and other legal papers;

(8) Communication with the Committee's constituents and others as the
     Committee may consider desirable in furtherance of its responsibilities;
     and

(9) Appearing in court and representing the interests of the Committee;

The Committee is informed that the Kasowitz attorneys currently who will
represent the Committee and their current hourly rates are:

              David S. Rosner                $425 per hour
              Athena F. Foley                $250 per hour


NEWCOR, INC.: EEX Takes Greater Level of Control of Highly Leveraged Company
----------------------------------------------------------------------------
Newcor, Inc., has amended its rights plan to increase from 15% to 17.5% the
percentage that EXX Inc. and its affiliates and associates can beneficially
own of Newcor's common stock before triggering the distribution of rights,
and related consequences, under Newcor's rights plan.

On July 17, 2000, EXX submitted a written proposal to the Board of
Directors of Newcor proposing that EXX purchase newly issued shares of
Newcor common stock in order to increase its beneficial ownership to 34.84%
and acquire effective control of Newcor by controlling three Board seats
and having David A. Segal, Chairman of EXX, become Chairman of the Board
and CEO of Newcor.  After careful consideration, the Board of Directors of
Newcor rejected such proposal as not in the best interest of Newcor
shareholders. EXX and Mr. Segal were encouraged, however, to maintain an
open dialogue with the Board for the purpose of providing constructive
suggestions with the goal of maximizing shareholder value.

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

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


ORBCOMM GLOBAL: S&P Lowers Corporate Credit & Senior Debt Ratings To 'CC'
-------------------------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior unsecured debt
ratings on ORBCOMM Global L.P.(ORBCOMM)/ORBCOMM Global Capital Corp. to
double-`C' from triple-`C'-plus.  The ratings remain on CreditWatch with
negative implications, where they were placed on Nov. 17, 1999.

The rating downgrade is based on the company's Aug. 4, 2000, announcement that
it may not make an interest payment due on Aug. 15, 2000. As of March 31,
2000, total debt outstanding was about $170 million.

In addition, ORBCOMM announced that it was reducing its workforce in light of
lower-than-expected subscriber growth and revenues. The company's current
partners, Orbital Sciences Corp. and Teleglobe Inc., have agreed to provide
limited interim debt financing to support near-term operations, Standard &
Poor's said.


PAGING NETWORK: Reports 2Q Financial Results -- Net Losses, of Course
---------------------------------------------------------------------
Paging Network, Inc. (OTC:PAGE), which in November 1999 announced an agreement
to merge with Arch Communications Group Inc., reported financial results for
the quarter ended June 30, 2000.

Second quarter 2000 consolidated total revenues were $203.5 million, a 20.1
percent decrease from 1999 levels of $254.6 million. Consolidated Adjusted
EBITDA(1) for the quarter ending June 30, 2000 was $32.6 million compared to
$70.4 million in the 1999 corresponding period. PageNet's second quarter net
loss was $72.4 million compared to a second quarter 1999 net loss of $95.3
million.

The Company's traditional paging business generated total revenues of $196.2
million in the second quarter of 2000, compared to traditional paging total
revenues of $251.1 million in the second quarter of 1999. The Company's
traditional paging business generated Adjusted EBITDA of $47.2 million in the
second quarter of 2000 compared to $81.5 million in the corresponding period
in 1999.

PageNet experienced a net reduction of 566,042 units in service in the second
quarter. The Company reported that as of July 31, 2000, it had a cash balance
of $66 million. On July 24, 2000, PageNet filed for voluntary reorganization
under Chapter 11 with the U.S. Bankruptcy Court for the District of Delaware.
The Company made this filing with the goal of expediting the completion of its
previously announced merger with Arch Communications. The Company expects to
close its merger with Arch in the fourth quarter of 2000.

PageNet is a leading provider of wireless messaging and information services
in all 50 states, the District of Columbia, the U.S. Virgin Islands, Puerto
Rico and Canada. The company offers a full range of paging and advanced
messaging services, including guaranteed-delivery messaging and two-way
wireless e-mail. PageNet's wholly-owned subsidiary, Vast Solutions, develops
integrated wireless solutions to increase productivity and improve performance
for major corporations. Detailed information for PageNet services are
available on the Internet at www.pagenet.com. Detailed information on Vast
Solutions is available at www.vast.com.


RELIANCE GROUP: Wechsler Harwood Files Class Action On Behalf Of Bondholders
----------------------------------------------------------------------------
Wechlser Harwood Halebian & Feffer LLP filed a class action complaint in the
United States District Court for the Southern District of New York on behalf
of a class of persons who purchased the 9% Senior Notes due November 2000 or
the 9-3/4% Senior Subordinated Debentures due November 15, 2003, of Reliance
Group Holdings, Inc. at artificially inflated prices during the period
February 11, 1999 through May 10, 2000, and who were damaged thereby

The complaint charges Reliance and its senior officers with violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint
alleges that defendants issued false and misleading statements beginning on
February 8, 1999 relating to the Company's financial condition and its ability
to successfully resolve dispute related to its reinsurance fronting
arrangements with Unicover Managers, Inc., and, to allay any concerns,
conditioned the market to believe that it would recover the full amount of
coverage from its retrocessional reinsurers related to Reliance's arrangements
with Unicover and that the Unicover coverage issues would be resolved without
financial injury to Reliance.  However, the complaint further alleges that
defendants knew but did not disclose that the Reliance would sustain in excess
of $150 million of expected losses in connection with business written through
Unicover via a charge to income, failed to establish an accrual for loss
contingencies in its financial statements, and that Reliance had suffered
damages in the amount of no less than $800,000,000 including lost profits,
increased cost of capital, damage to goodwill and the cost of resolving
disputes surrounding the Unicover facility. Additionally, during the class
period, a number of insiders, including several of Reliance's senior officers,
sold thousands of shares of their Reliance holdings. It was not until May 10,
2000 that Reliance announced it would have an operating loss of $36.5 million.
At the close of the Class Period, Reliance's Bonds traded at $64 7/8, down
from the Class Period high of $105.00. Defendants' false and misleading
statements resulted in artificially inflated debenture prices during the Class
Period.  The complaint alleges that as a result of defendant's scheme, the
price of Bonds was artificially inflated, and plaintiff and members of the
class suffered damages.


SAFETY-KLEEN: Debtors' Motion To Pay $57,000 Prepetition P.E.T. Claims
----------------------------------------------------------------------
Safety-Kleen Corp. sought and obtained authority from Judge Walsh to pay a
prepetition claims totaling $57,052.70 to Partnership For Environmental
Training.

Approximately 15 months ago, the Debtors explain, they teamed with CCSCLA (a
non-profit Sec. 501(c)(3) organization formed in 1985 to oppose the LANCER
incineration project near their Los Angeles neighborhood) to form Partnership
for Environmental Training ("P.E.T."). The goals of this not-for-profit
partnership are to train inner-city residents in the technical trade of
environmental waste management and to establish new standards of cooperation
between the Debtors and the South Central Los Angeles community within which
they operate. The P.E.T. instruction program includes 40 hours of OSHA
required training, first aid, and CPR training, familiarization with hand and
power tools, forklift training, drum-handling operations, expertise in the use
of protective equipment, emergency response training, and training in the
management of household hazardous waste. A substantial portion of the funding
for P.E.T. program comes from the Debtors. By forming a partnership with
CCSCLA through P.E.T., the Debtors have demonstrated their commitment to the
community and have dispelled the oftheld belief that all hazardous waste
management facilities create and impart a disparate impact on communities of
color.

The Debtors want P.E.T. to continue on a going-forward basis for two
reasons:

    (A) P.E.T. provides the lowest cost temporary labor supply available to
        the Debtors' hazardous waste facility in the Watts neighborhood of
        Los Angeles; and

    (B) P.E.T. helps to insulate the Watts Facility from charges of
        environmental racism, which, in turn, dramatically increases the
        Debtors, chances of continuing to operate the Watts Facility,
        whose permit to operate has expired and is up for renewal at this
        time.

P.E.T. labor, the Debtors relate, comes at $13.50 an hour, significantly
less than the $19.50 to $21.50 per hour charged by the next lowest priced
providers of trained temporary hazardous waste management personnel.
Without P,E,T. labor, the Watts Facility would be forced to spend $100,000
each year in additional labor charges.

For P.E.T. to continue in operation, it needs the money Safety-Kleen owes.
P.E.T. has no other funding and P.E.T. is extremely important to the Debtors'
businesses and operations in California. Absent authority to pay the de
minimis P.E.T. Claims, the Debtors and their California facilities likely will
suffer a disproportionate harm, as they almost certainly will face claims of
environmental racism, which would severely jeopardize renewal of the Watts
Facility's operating permit. Thus, payment of the P.E.T, Claims is important
to both the orderly and efficient operation of the Debtors' businesses during
the pendency of these cases and the enhancement of the Debtors' prospects for
a successful reorganization. (Safety-Kleen Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SUN HEALTHCARE: Second Motion To Extend Rule 9027(a) Removal Period
-------------------------------------------------------------------
Sun Healthcare, Group, Inc., et al., ask Judge Walrath for an order further
extending their time to file notices of removal of civil actions and
proceedings under Rule 9027(a) of the Federal Rules of Bankruptcy Procedure to
the earlier of (i) September 22, 2000 or (ii) thirty days after the conclusion
of the confirmation hearing in the chapter 11 cases.

The Debtors note that they have 325 lawsuits pending against them, and their
key personnel assessing the lawsuits are also actively involved in the
reorganization and the emotion to approve alternative dispute resolutions
pending before the Court.

Judge Walsh entered a bridge order extending the deadline through August 10 ,
when Judge Walrath will hold a hearing after she returns from her summer
vacation. (Sun Healthcare Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


TELEHUB NETWORK: Lloyds Underwriters Agree to Make $500,000 Payment
-------------------------------------------------------------------
Upon the motion of Telehub Network Services Corp., the Bankruptcy Court for
the Northern District of Illinois, Eastern Division, entered an order on
July 19, 2000 authorizing the debtor to obtain secured financing and to grant
superpriority liens.

Subject to the approval of the Global Settlement Motion and the supplemental
settlement motions, the underwriters at Lloyds will make a $500,000 payment to
the debtor under the provisions of a certain insurance policy, provided that
the Underwriters receive a superpriority lien against the TeraBridge Sale
proceeds, which lien will be superior to all other liens, including the MCI
Secured Claim.

The Underwriters' Payment will enable the debtor and the defendants to
consummate the MCI Settlement and proceed with the sales efforts for
TeraBridge.  The Official Unsecured Creditors' Committee, represented by the
law firm of Gardner Carton & Douglas indicated its consent to the order.


TELEHUB NETWORK: Court Approves Settlement of MCI Worldcom Claims
-----------------------------------------------------------------
Upon the motion of Telehub Network Services Corp., the Bankruptcy Court for
the Northern District of Illinois, Eastern Division, entered an order on
July 19, 2000 authorizing the debtor and the Official Unsecured Creditors'
Committee to settle and compromise outstanding disputes and controversies
with MCI Worldcom Network Services, Inc. and MCI Worldcom, Inc.

MCI filed significant secured, administrative and unsecured claims in
this case aggregating in excess of $12 million and claims that it is owed
additional charges of $22 million.  Pursuant to the settlement, MCI will
receive, inter alia, allowed claims in Telehub's case totaling $12.7 million.
The allowed secured claims in the amount of $3.5 million will be secured by a
lien and interest in and to the TeraBridge Sale proceeds (junior to the
underwriters' lien) and the payment of $1.15 million.


TOYSMART.COM: Announces Successful Bid of Tuesday Morning Corporation
---------------------------------------------------------------------
Tuesday Morning Corporation (Nasdaq: TUES), the Dallas-based deep discount,
closeout retail chain, has announced its successful bid for the $10 million
inventory of ToySmart.com. Approximately $1 million in famous maker toys,
collectibles and infant accessories located in the toy retailer's 170 High
Street store in Waltham, Massachusetts will be sold starting at 30% off retail
during a special two-week sell-off event beginning August 12, 2000.

The balance of the choice inventory will be distributed to Tuesday Morning's
415 stores across the country for the fall sales event, just in time for the
Christmas shopping season. "The one-time successful bid for this $10 million
storehouse of first- quality toys is a real coup for Tuesday Morning's
experienced buyers," says Kathleen Mason, president and CEO of Tuesday
Morning. "The timing couldn't be better. With the Christmas selling season
just around the corner, every retailer is primed to sell toys at top prices.

But Tuesday Morning now has the opportunity to sell a treasure trove of toys
to our customers at incredible discounts." Unlike many deep discounters,
Tuesday Morning does not sell seconds, irregulars, or factory rejects. The
deep discounter's customers know to expect first-quality, favorite brand names
at fabulous prices, and this sales event is no exception. Shoppers at the
Waltham store sell-off event and Tuesday Morning customers this fall will find
Corolle Dolls, Thomas the Tank train sets, Winnie the Pooh collectibles and
best-selling items from Duplo, Playmobile, K NEX, Hasbro, Lego, Crayola, Gund,
Applause, Brio, Red Caliope, Fisher Price, Radio Flyer, Mega Blocks, Learning
Curves and more at the deepest discounts available. "For decades Tuesday
Morning has been known for selling upscale brand toys," says Ms. Mason, "and
in recent years educational toys have gained an increasingly high profile on
our shelves. This acquisition perfectly fits our niche of offering customers
quality, value and a fresh, exciting inventory mix." Shoppers can expect a
crowd to gather long before the doors open at 9 a.m. August 12 at the Waltham
store. Tuesday Morning aficionados know to come early for the best treasures.
During the retailer's regular sales events, held eight times a year during
peak selling seasons, customer anticipation is intense -- 40% of total store
sales are realized in the first five days of a selling event.

This is not the first time Tuesday Morning has undertaken the resale of such a
large inventory. Over the years since the company's inception in 1971, the
deep discounter has held on-site sell-off sales of a wide variety of home
furnishings and gifts purchased from retailers and manufacturers. Tuesday
Morning operates the largest chain of deep discount closeout home furnishings
and gift stores in North America. These 415 stores in 38 states open eight
times a year for four-week to six-week "events" during the retail industry's
peak selling seasons. A broad variety of closeout items are available in such
product categories as gifts, crystal, luggage, linens, toys and seasonal
items. The company specializes in famous-maker, first-quality merchandise that
is often found in prestigious department and specialty stores, selling it at
prices 50% to 80% below traditional retail levels. Tuesday Morning Corporation
common shares are traded on Nasdaq's National Market System under the symbol
"TUES".


TREESOURCE INDUSTRIES: Central Point's Closure Extended for 6 Months
--------------------------------------------------------------------
Central Point Lumber, a subsidiary of TreeSource Industries Inc., will
continue slowed production at its mill for another six months, according to a
newswire in Associated Press.  Company officials said that home construction
has been slacking lately due to the increase in interest rates thus Central
Point's lumber supplies' prices has to be lowered.  The company's mill will
continue to operate one shift for five days a week until all logs on hand will
be disposed.  The 89 workers of the Oregon mill who were laid off last month
would still be out of work for maybe another six months or more.

TreeSource Industries, a timber company based in Portland, Oregon, owns eight
mills in Oregon and Washington.  The Company filed for Chapter 11 protection
last year after a significant fall of lumber prices.


TRI VALLEY: Can Maker Crown Cork Suffers Pain from Coop's Bankruptcy
----------------------------------------------------------------------
The Associated Press reports that Philadelphia-based Crown Cork & Seal, Tri
Valley Growers' supplier of cans, may have to lay off about 200 workers in its
Modesto and Mercedes plants and that the plants may have to be closed for the
rest of the year.  The can maker closed its Modesto plant last month and laid
off 97 employees, as reported in the TCR, due to Tri Valley's bankruptcy
petition filing.  Crown Cork's industrial relation's director, Jim Deaver,
said that Tri Valley is producing less canned fruits and vegetables, using
nearly half the number of cans it used to.  


UNITED COMPANIES: Equity Objects To EMC Transaction
---------------------------------------------------
The Official Committee of Equity Security Holders of United Companies
Financial Corporation, et al., represented by Charles E. Campbell and Jeffery
W. Cavender of Long Aldridge & Norman LLP and Norman L. Pernick and J. Kate
Stickles of Saul Ewing, Remick & Saul LLP, filed an objection to United's
Motions seeking approval of a sale of its assets.

On May 26, 2000, the debtors entered into a Mortgage Loan and REO Property
Purchase Agreement with EMC Mortgage Corporation as purchaser and The Bear
Stearns Companies, Inc. as guarantor.  Pursuant to the terms of the Agreement,
the Sebtors propose to sell substantially all of the remaining assets of the
estates to EMC subject to higher and better bids.  The Equity Committee
objects to the provisions of the EMC Transaction, saying that the proposed
sales will not provide the maximum recovery of the debtors' assets for the
benefit of creditors and equity security holders.

To buttress its position, the Equity Committee quotes testimony by Larry
Ramaekers of Jay Alix & Assoc., the debtors' current CEO, saying that a sale
of the company could be considered a distress sale and was not likely to
result in the highest price to the estate.  The Committee also relies on a
statement of Deborah Midanek, the debtors' prior CEO, to the same effect.

According to the Equity Committee, United expended hundreds of thousands of
dollars initiating a Request for Proposal process soliciting offers from
various third parties to service the debtors' loan portfolio. During that
process, the debtors' received the offer from EMC to purchase substantially
all of the debtors' remaining assets.

If an auction sale of the debtors' assets is approved, the Equity Committee
says, holders of Bank Claims stand to receive an estimated 77.21% of their
claims, holders of Senior Note Claims will receive only a 46.61% return on
their claims, and General Unsecured Claims will receive an estimated 32%
return on their claims from the proposed asset sales.  Alternatively, under a
plan crafted by the Equity Committee, all claims could be paid in full with
interest along with holders of Subordinated Debenture Claims and holders of
Equity Interests could look forward to a substantial distribution.

The Equity Committee believes that the debtors cannot establish a sound
business justification for a distressed-price auction sale of United's assets.  
The Equity Committee urges the Court to deny in Debtors' Motion in all
respects.


U.S. LEATHER: Lackawanna Leather Seeks Buyer To Reopen And Recall Workers
-------------------------------------------------------------------------
Human Resources VP, Edwin Taylor tells the Omaha World-Herald that the
Lackawanna Leather Co. may reopen and recall laid-off workers if a buyer can
be found.  "We're in the midst of negotiations right now, which hopefully will
be concluded one way or the other in the next couple of days," Taylor said.  
The Omaha plant shut down on July 19 and laid-off 90 workers.  Lackawanna is a
subsidiary of Milwaukee-based U.S. Leather Inc., which filed for Chapter 11 in
February.  Taylor said in a phone interview, "Since then we've been trying to
sell Lackawanna Leather as a going concern."

Lackawanna opened its Omaha tanning and finishing plants in 1966 to take
advantage of a ready supply of hides from meatpackers in the region. The
company had a cutting operation at 8950 J St. and a tannery at 2420 Z St.

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.

                               *********

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,
Editors.

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

This material is copyrighted and any commercial use, resale or publication in
any form (including e-mail forwarding, electronic re-mailing and photocopying)
is strictly prohibited without 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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