TCR_Public/000818.MBX             T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Friday, August 18, 2000, Vol. 4, No. 162

                               Headlines

ACCESSAIR: Ruan Financial Gets 85% Share Of The Des Moines Airline
AMERICAN METROCOMM: Communication Provider Files Voluntary Chapter 11 Cases
AMERICAN METROCOMM: Case Summary and 16 Largest Unsecured Claims
AMERICAN PAD: Subjects $67 Million Offer for Forms Business to Competition
AMF BOWLING: Bowling Alley to Submit Restructuring Plan or Face Bankruptcy

APPONLINE.COM: Cauley & Geller Initiates Shareholder Suit Against Officers
BIRMINGHAM STEEL: 4Q Financial Results Reflect Trend Toward Profitability
BOCA RESEARCH: Changing Company Name to Inprimis, Inc.
BRAZOS SPORTSWEAR: Delaware Court Confirms Plan to Dissolve Company
BREED TECHNOLOGIES: Court to Consider Disclosure Statement on Sept. 5

CHS ELECTRONICS: Announces Lawsuit Against DLJ Alleging 'Fee' Fixing
CLARIDGE HOTEL: Judge Wizmur Approves Noteholders' Request To Seek Buyer
CMS ENERGY: Fitch Expresses Concern About Leverage and Liquidity
COLORADO PRIME: Can't Compile Financial Data to Timely File Form 10-Q
COMPLETE WELLNESS: Revenue Reductions Cause Continued Losses in 2nd Quarter

DRKOOP.COM: In Wake of Failed Financing, Delays Filing 2Q Financials
DYNACORE HOLDINGS: Federal Court Declines Suit Concerning Corebyte License
FOREST OIL: Posts Positive Earnings for Second Successive Quarter
FRIEDE GOLDMAN: Moody's Downgrades 4.5% Convertible Sub Notes To Caa1
GENESIS/MULTICARE: Selling Brighton Township, Pa., Property for $300,000

GLOBAL HEALTH: 2Q Net Sales Decline 14.6% from $57.6MM To $49.2MM
GOLDEN OCEAN: Asks Judge Robinson for Final Approval of DIP Financing Pact
GREATE BAY: Software Installation Revenues Give Boost to 2Q Results
HARNISCHFEGER INDUSTRIES: Committee Objects To PwCS Fee Application
HEILIG-MEYERS: Home Furnishings Giant Files For Bankruptcy

INTEGRATED HEALTH: Inks Termination Agreement With CEO Dr. Elkins
JITNEY JUNGLE: Asks for Extensions as Merrill Lynch Weighs Offers
KAISER GROUP: Completes $30MM Sale of Business Unit to Earth Tech/Tyco
LIBERTY HOUSE: Hearing on Creditors' Disclosure Statement Set for Sept. 7
LIVING.COM: Starbucks Writing Down Its $43 Million Equity Investment

LOEHMANN'S: Taps Daniel B. Katz & Assoc. as Real Estate Consultant
LOEWEN GROUP: Third Motion To Extend Time To Assume Or Reject Leases
MAXICARE HEALTH: Announces Sale of Maxicare Louisiana to Coventry Health
MBA POULTRY: Air-Chilled "Smart Chicken" Will Return to Grocery Stores!
MOBILE ENERGY: Fifth Motion for Order Authorizing Use of Cash Collateral

NATIONAL HEALTH: Looks at "Wide Range Of Alternatives" in Liquidity Squeeze
NIAGARA MOHAWK: EBITDA Declines and Net Losses Continue in Second Quarter
QUEEN SAND: Comerica Bank Discloses 11.8% Equity Stake
RELIANCE INSURANCE: A.M. Best Downgrades Financial Strength Rating To C
ROBERDS, INC: Order Authorizes Sale of Remaining Leases in Auction Process

SAFETY-KLEEN: Semmani Moves for Relief From Stay To Continue Utah Lawsuit
SHOWSCAN ENTERTAINMENT: Files for Chapter 11 Protection in California
SOUTHERN MINERAL: Announces Second Quarter & Six Months Financial Results
STAGE STORES: Keen & Hilco Real Estate to Organize Auction of 107 Leases
SUN HEALTHCARE: Stipulation To Reject Sunbridge Leases In CT and WA States

TBS INTERNATIONAL: Confirmation Hearing on Joint Plan Set for Sept. 25
TEU HOLDINGS: Selects Fox and Associates as Broker and Auctioneer
UNICAPITAL CORP: Lenders Waive Covenant Violations through August 31
UNITED COMPANIES: Announces Agreement on Modified Plan Of Reorganization
VENCOR: Debtors' Motion For Approval of Sixth Amendment To DIP Facility

* Pepperidge Farm, Inc., Offers Bankruptcy Claims for Sale
* Bond pricing for the week of August 14, 2000

                               *********

ACCESSAIR: Ruan Financial Gets 85% Share Of The Des Moines Airline
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According to a court filing obtained by a reporter for the Associated
Press, Ruan Financial Corp. will receive the largest share of equity in
Reorganized AccessAir under a revised plan of reorganization.  The plan
states that Ruan will get an 85% percent stake in the Des Moines-based
airline in exchange for a $13 million investment.  The remaining 15% stake
will be distributed to its parent company and affiliates.  AccessAir and
Ruan submitted a joint plan after creditors rejected an earlier one.

AccessAir filed for bankruptcy protection under Chapter 11 last November.
It had 400 employees and had daily flights from Des Moines to New York;
Colorado Springs, Colo.; Moline, Ill.; and Los Angeles.  


AMERICAN METROCOMM: Communication Provider Files Voluntary Chapter 11 Cases
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American Metrocomm Corporation and various subsidiaries filed for voluntary
relief under Chapter 11 of the United State Bankruptcy Code in Wilmington,
Delaware.  AMC has obtained a commitment for debtor-in-possession financing
from its secured lender, which will allow the company to continue its
operations.  AMC plans to continue to retain Houlihan, Lokey, Howard &
Zukin to assist the Company with its financial reorganization and pursuit
of its strategic alternatives.

AMC's corporate goals and objectives have not changed. AMC is committed to
providing the most advanced and customized services to fit their customers'
specific needs. These services include: local, long distance, dedicated
Internet and Data, calling cards and voice messaging. Currently, their
network serves over 1,000 customers in Louisiana and Mississippi. AMC also
has aggressive plans in motion to provide state-of-the-art corporate class
services in Texas, Alabama and Florida by the end of 2000. Future plans
include deployment in seven other Southeastern states through co-location
agreements with BellSouth and Southwestern Bell. AMC is also installing a
Lucent 5ESS Class 5 switch in a newly renovated 27,000-square-foot co-
location in downtown New Orleans.

One of AMC's most important goals is to stay ahead of the competition. AMC
is prepared to meet any challenges and make necessary changes for their
customers and employees' best interest. By providing the most advanced
networks and superior customer service in this ever-changing environment,
AMC will be the most respected integrated communications provider in the
South.

AMC will take advantage of the bankruptcy process to pursue ongoing
litigation between AMC and Cisco Systems, Inc. (Nasdaq:CSCO), which is
pending in Federal Court in New Orleans, Louisiana. AMC's initial network
deployment utilized equipment supplied by Cisco. That deployment was not
successful. AMC took quick, efficient steps to resolve these problems and
provide their customers with the best service available by installing
Lucent Technologies (NYSE:LU) equipment that is performing at an acceptable
level.


AMERICAN METROCOMM: Case Summary and 16 Largest Unsecured Claims
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Debtor:  American MetroComm Corporation
          1615 Poydras Street, No. 1050
          New Orleans,Louisiana 70112-1254

Type of Business:  The Company, together with its affiliates, is a
                    Digitally-based Competitive Local Exchange Carrier
                    (DLEC) headquartered in New Orleans, Louisiana
                    providing corporate-class, fully integrated voice and
                    data services in the southeastern United States.  The
                    Company utilizes digital subscriber line (DSL)
                    technology and unbundled network elements on the "last
                    mile connection" and the latest soft-witch technologies
                    to provide local and long-distance services.

Chapter 11 Petition Date:  August 16, 2000

Court:  District of Delaware

Bankruptcy Case No:  00-03358

Debtor's Counsel:  Neil B. Glassman, Esq.
                    Steven M. Yoder, Esq.
                    Elio Battista, Jr., Esq.
                    The Bayard Firm
                    222 Delaware Avenue, Suite 900
                    P.O. Box 25130
                    Wilmington, DE 19899
                    (302) 655-5000

                    J. Douglas Bacon, Esq.
                    Josef s. Athanas, Esq.
                    Timothy A. Barnes, Esq.
                    Peter P. Knight, Esq.
                    Latham & Watkins
                    233 S. Wacker Drive
                    Chicago, IL 60606
                    (312) 876-7700

Total Assets:  $ 110,830,127
Total Debts :   $ 96,323,957

16 Largest Unsecured Creditors:

Lucent Systems
1701 Harbor Bay Parkway        Trade Debt,
Alameda, CA 94502-0000          Unsecured Loans       $ 26,029,777

Sahagen Equities
885 3rd Avenue #3040
New York, NY 10022-0000        Lawsuit                 $ 1,500,000

Bell South
P.O. Box 33009
Charlotte, NC 28243-0000       Trade Debt              $ 1,496,869

Internal Revenue Services
600 s. Maestri Pl. Stop 47
New Orleans, LA 70130-0000      Government              $ 526,340

Nortel Networks
P.O. Box 502765
St. Louis, MO 63150-2765        Trade Debt              $ 414,557

Bell South
P.O. Box 105373
Atlanta, GA 30348-0000          Trade Debt              $ 364,194

Somera
4141 State St. Ste B-11
Santa Barbara, CA 9311-0000     Trade Debt              $ 326,857

Professional Construction       Trade Debt              $ 202,350

Six R Communications            Trade Debt              $ 202,028

Ace Comm Corporation            Trade Debt              $ 177,824

Mei-Chicago Pob 73468           Trade Debt              $ 168,369

Siemens Financial
  Services, Inc.                 Trade Debt              $ 167,525

Step 9 Software Corp.           Trade Debt              $ 163,743

Comm Tech Industries            Trade Debt              $ 152,030

Northern Telecom Inc.           Trade Debt              $ 145,679

Gvn Technologies Inc.           Trade Debt              $ 125,000


AMERICAN PAD: Subjects $67 Million Offer for Forms Business to Competition
--------------------------------------------------------------------------
American Pad & Paper Company and its affiliated debtors seek an order
approving sale procedures for the sale of the debtors' AMPAD and Forms
Assets; scheduling a date, time and place for auction and further hearing
to approve sale; and approving form of notice of the sale procedures and
auction.

The purchase price for the Assets consists of a cash payment of $67,115,000
subject to certain adjustments, and the asssumption of certain liabilities.

The assets include certain accounts receivable, inventory, supplies,
equipment, furniture and fixtures, intellectual property, permits, warranty
rights, real property, goodwill, prepaid expenses and causes of action
which constitute substantially all of the assets related to the businesses
of the AMPAD and Forms divisions.

In the event that the sellers terminate the agreement because of a material
breach of the agreement by the Buyer, then the Buyer shall pay liquidated
damages of $500,000.

In the event that the Buyer has delivered a Financing Commitment to the
Sellers, the Buyer has not materially breached the agreement and the assets
are sold to another bidder, then the Sellers shall pay a Topping Fee of
$2,013,450 to the Buyer. If the agreement is terminated by the buyer for
any of certain "triggering events", the sellers shall pay $1.5 million to
the Buyer to reimburse the Buyer for expenses.

The initial purchase price offered by any Competing Bidder shall be at
least the sum of the Purchase Price in the Asset Purchase Agreement, the
Topping Fee, the Expense Reimbursement and $250,000. Any bid after the
initial competing bid amount for the assets shall be in an increment of at
least $500,000 in excess of the last bid.

No date has been set for the hearing on the motion. The debtors request
that the court enter an order approving the Sale Procedures and certain
proposed buyer protections, including the Topping Fee and the Expense
Reimbursement, approving the form of notice of the Auction and the Sale
Hearing; and approving the form of the cure Notice.


AMF BOWLING: Bowling Alley to Submit Restructuring Plan or Face Bankruptcy
--------------------------------------------------------------------------
Bank Lenders to AMF Bowling Inc., a Mechanicsville, Virginia-based operator
of bowling alleys, warned that the Company must present a proposal for
restructuring its $1.2 billion of debt within seven weeks or face the
possibility of being forced into bankruptcy.  The Bank Lenders agree to
waive compliance with certain of AMF's loan covenants and permit the firm
to miss a $13 million payment due Sept. 15.  AMF is 54%-owned by Goldman
Sachs Group.  


APPONLINE.COM: Cauley & Geller Initiates Shareholder Suit Against Officers
--------------------------------------------------------------------------
The Law Firm of Cauley & Geller, LLP announced that it has filed a class
action lawsuit in the United States District Court for the Eastern District
of New York on behalf of all individuals and institutional investors that
purchased the common stock of AppOnline.com, Inc. ("AppOnline" or the
"Company") (AMEX:AOP)(OTCBB:IMNF)(OTCBB:APLY) (OTCBB:AOPL) between June 1,
1999 and June 30, 2000, inclusive (the "Class Period").

The Complaint was filed against several of the officers and directors of
AppOnline, a company that, until it filed for bankruptcy protection on July
19, 2000, was engaged, through its subsidiaries, in the mortgage banking
and mortgage brokerage services business. The Complaint alleges that
certain of the Company's officers and directors violated the federal
securities laws by providing materially false and misleading information
about the Company's business, operations and financial condition and by
siphoning off Company money and violating banking rules and regulations. In
particular, the complaint alleges that throughout the Class Period, the
defendants made false statements about the Company's financial results and
misleadingly touted AppOnline's goal of becoming "a dominant player in the
growing online home mortgage business." As a result of these false and
misleading statements, the Company's stock traded at artificially inflated
prices during the class period.

On May 24, 2000, after nearly a year of positive news had been issued by
the Company, Newsday reported that Island Mortgage Network, Inc., a
subsidiary of AppOnline, was fined by the FHA for making loans that did not
comply with FHA standards, based on allegedly false documentation and
incomplete or incorrect information. On June 30, 2000, New York State
Banking Regulators suspended Island's banking license for allegedly making
loans it could not fund and refusing to allow regulators access to its
files. On August 14, 2000, AppOnline stock closed at $0.08 per share, down
98.5% from a class period high of $5.50. Trading of AppOnline was then
halted.


BIRMINGHAM STEEL: 4Q Financial Results Reflect Trend Toward Profitability
-------------------------------------------------------------------------
Birmingham Steel Corporation (NYSE:BIR) announced financial results for the
fourth quarter and fiscal year ended June 30, 2000. The Company also
reported continued progress and significant achievements during the
quarter, which have strengthened its financial status and positioned the
Company for improved financial results in the future.

John D. Correnti, Chairman and Chief Executive Officer of Birmingham Steel,
commented, "We are pleased to report results which are better than the
consensus expectations of the analysts who follow Birmingham Steel.
Substantial achievements in the quarter have strengthened our financial
position and laid a foundation for improved financial results in the
future." Correnti said significant achievements during the fourth quarter
included:

    a) Solid financial and operating performance from the Company's core
        operations

    b) In May, cash breakeven operating results at the new Cartersville
        operation

    c) In June, cash breakeven operating results at the Cleveland operation

    d) Continued reductions in corporate office and selling, general and
        administrative expenses

    e) On May 15, completion of new loan agreements with the Company's
        lenders which provide additional operating flexibility and $25
        million in new funding availability

    f) On June 1, completion of revised financing and operating agreements
        for American Iron Reduction, LLC, a direct reduced iron (DRI) joint
        venture in which the Company holds a 50% interest
    
    g) On June 29, termination of the Company's interest in Pacific Coast
        Recycling, LLC, a scrap venture on the West Coast which had
        sustained operating losses since its formation in 1998

"These steps are key to improving future financial results and returning
Birmingham Steel to profitability," said Correnti. "In addition, these
substantial accomplishments indicate the progress the new management has
made in restoring the Company's credibility with lenders, vendors,
customers and employees. Correnti noted that the Company's availability
under its bank revolver improved slightly during the quarter. In addition,
he said the Company has not yet tapped into the new $25 million borrowing
facility put in place with its lenders in May.

For the quarter ended June 30, 2000, the Company reported a net loss of
$14,490,000, or $.47 per share. In the same period of the prior fiscal
year, the Company reported a net loss of $204,663,000, or $6.90 per share.

The current quarter loss included charges of (1) $2.4 million related to
recent amendments of the Company's loan agreements; (2) $1.8 million for
start-up costs at the new Cartersville rolling mill; and (3) $1.6 million
of tax expense which was recorded to adjust deferred taxes.

Selling, general and administrative expenses, which have declined for two
consecutive quarters, were $8,810,000 compared with $12,075,000 in the
immediately preceding quarter and $14,110,000 in the fourth quarter last
year. Excluding losses associated with the Company's special bar quality
(SBQ) operations in Cleveland and Memphis, the Company's other divisions
achieved net income in the fourth quarter of approximately $5.8 million, or
$.19 per share.

Steel shipments in the fourth quarter were 734,000 tons, down 12% from
831,000 tons reported for the same period a year ago. The decline was
primarily attributable to planned reductions in shipments from the
Cleveland operation. Also, shipments of rebar and merchant products
declined as a result of high levels of steel imports and from inventory
reductions initiated by customers throughout the industry.

For the fiscal year ended June 30, 2000, the Company reported a net loss of
$54,820,000, or $1.82 per share. The results for the fiscal year reflect
the unwinding of discontinued operations accounting treatment initiated by
prior management, which was reversed in the second quarter subsequent to
the conclusion of the proxy contest and resulting change in management. In
the previous fiscal year, the Company reported a net loss of $224,236,000,
or $7.61 per share. Steel shipments for the current fiscal year were
3,114,000 tons, up from 3,043,000 tons for the prior fiscal year.

Correnti added, "We are particularly pleased with recent operating and
financial improvements at the Cartersville and Cleveland operations.
Cartersville achieved breakeven cash operations in May, although its costs
were higher in June because of the commissioning of four new products.
These new products were successfully commissioned, however, and we expect
Cartersville will return to breakeven cash operations in the first quarter
of fiscal 2001. Cleveland's results in July were affected by normal
seasonal automotive plant shutdowns; however, we also expect Cleveland to
return to a cash breakeven operating level in the first quarter of fiscal
2001."

Correnti noted that, although results from the Company's core operations
were solid, margins decreased in June. He said, "High levels of imports
have resulted in pricing and volume pressures, making overall conditions in
the steel industry challenging. We are pleased with the U.S. International
Trade Commission's decision earlier this week regarding dumping actions
filed by rebar producers. Although trade sanctions will not occur unless
the U.S. Department of Commerce concurs with the ITC ruling, we expect
imports will subside in response to the ITC decision. While scrap prices
are at the lowest levels in ten years, our margins will continue to be
hampered until steel selling prices recover." Correnti also said the
Company would seek to reduce its inventory level in the first quarter of
fiscal 2001, and production curtailments may be necessary unless shipments
increase.

"We recently announced a realignment of our sales management in order to
improve our competitive position and to better serve our customers. We
believe the new sales structure - which includes an experienced sales
manager dedicated to Cartersville - will allow Birmingham Steel to be more
responsive to changes in the marketplace and enable us to continue to grow
and expand market share."

Correnti said the Company was continuing to explore opportunities for sale
or joint venture of the Cleveland and Memphis operations. "Although
financial performance at the Cleveland operation is improving, our focus
continues to be on significantly reducing debt and improving future cash
flow. Several viable parties have indicated an interest in Cleveland,
Memphis and the American Iron Reduction joint venture. We will continue to
aggressively seek alternatives which will improve Birmingham Steel's
overall financial viability and enhance shareholder value."

Birmingham Steel operates in the mini-mill sector of the steel industry and
conducts operations at facilities located across the United States. The
common stock of Birmingham Steel is traded on the New York Stock Exchange
under the symbol "BIR."


BOCA RESEARCH: Changing Company Name to Inprimis, Inc.
------------------------------------------------------
Shareholders of Boca Research Inc. will meet at a special meeting on
Friday, September 29, 2000, at 9:00 a.m., local time, at the offices of the
company, 1601 Clint Moore Road, Boca Raton, FL 33487:

     1. To consider and act upon a proposal to approve an amendment to
        the company's Articles of Incorporation to change the name of
        the company to "Inprimis, Inc.".

     2. And to further transact any other business which may properly
        arise.  

The close of business on August 15, 2000 has been fixed by the Board of
Directors as the record date for the determination of the shareholders
entitled to notice of and to vote at the meeting.


BRAZOS SPORTSWEAR: Delaware Court Confirms Plan to Dissolve Company
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an order on
August 3, 2000 confirming the Amended Joint Chapter 11 Plan of Brazos
Sportswear, Inc. and subsidiaries.  Skadden, Arps, Slate, Meagher & Flom,
LLP represents the debtors-in-possession.

The plan contemplates and is predicated upon entry of an order
substantively consolidating the debtors' estates and Chapter 11 cases.
Brazos Sportswear shall continue to exist as Surviving BSI after the
Consummation Date.  As soon as practicable after the plan administrator
exhausts the assets of the estates by making the final distribution of cash
under the plan, Surviving BSI shall be dissolved. The debtors are not
reorganizing and Surviving BSI will have no continuing business operations.

Impaired Classes of Claims and interests include: Class 2 - Secured Claims,
Class 3 - General Unsecured Claims, Class 4 - Subordinated Note Claims,
Class 5 - Intercompany Claims and Class 6 - Old Equity Interests.  Classes
4, 5, and 6 were deemed to have rejected the plan.


BREED TECHNOLOGIES: Court to Consider Disclosure Statement on Sept. 5
---------------------------------------------------------------------
On August 7, 2000, BREED Technologies, Inc., et al., filed their joint plan
of reorganization and a disclosure statement in support of the plan.

A hearing to consider approval of the Disclosure statement will be held at
3:00 PM on September 5, 2000 before the Honorable Mary F. Walrath in the US
Bankruptcy Court, Wilmington, DE.

Objections, if any, to the approval of the Disclosure Statement must be in
writing and filed with the Clerk of the Court, and served upon the
appropriate professionals on or before 4:00 PM on August 28, 2000.

The plan represents the debtors' efforts to maximize value for creditors
through the sale of either a portion or all of the debtors' businesses. In
developing a plan, Breed and its investment bankers conducted an extensive
search for purchasers over a one-year period. The debtors received the
highest and best purchase offer from Harvard Industries Inc.

Harvard will be the co-proponent of Breed's plan, which it will fund
through borrowings under a new credit facility. Within thirty days of the
Confirmation Date, BTI and its subsidiaries will become direct or indirect
subsidiaries of Harvard following consummation of a merger transaction. As
set forth in the Harvard Letter of Intent, the consideration for Harvard's
offer consists of $200 million in cash, with certain adjustments;
subordinated notes in the principal amount of $20 million, 40% of the
common stock of Harvard; warrants for the purchase of an additional 5% of
Harvard common stock, exercisable at any time on or before the seventh
anniversary of the Effective Date, and the assumption of certain
liabilities of Effective Date payments and certain contingent future
liabilities.

If Harvard fails to complete the transactions by the earlier of thirty days
after confirmation of the plan or November 30, 2000, and such time is not
extended by agreement of the Required Banks and the debtors, the
alternative provisions in the plan shall be implemented without further
court order. Under those provisions, breed will effectuate an internal
restructuring and the Reorganized Breed's operations will continue under a
new credit facility.  John Riess will act as CEO of Reorganized Breed.


CHS ELECTRONICS: Announces Lawsuit Against DLJ Alleging 'Fee' Fixing
--------------------------------------------------------------------
CHS Electronics filed a lawsuit which alleges Donaldson, Lufkin & Jenrette,
Inc. (DLJ) "conspired to fix the 'fee' paid for underwriting initial public
offering securities by setting the underwriters' discount or 'spread' at 7%
in violation of the federal antitrust laws." The filing states that DLJ has
been accused of unspecified amount of damages, including attorneys' fees
and costs. DLJ has similar suit's pending in U.S. District Court for the
Southern District of New York.

CHS Electronics of Miami distributes microcomputer products.  The Company
filed for bankruptcy protection under Chapter 11 in April.


CLARIDGE HOTEL: Judge Wizmur Approves Noteholders' Request To Seek Buyer
------------------------------------------------------------------------
Claridge Hotel and Casino, The Star-Ledger Newark reports, was put up for
sale after Carl Icahn expressed his desire to own the property.  Over
Icahn's strong objections, Bankruptcy Judge Judith Wizmur approved a
request by the Noteholders to seek a buyer for the 502-room hotel-casino.

President Frank Bellis said, "We've actively tried to sell it all that
time.  No credible buyers have come forward.  If the adviser to the
committee can find a credible investor between now and the confirmation
date, the board of directors would consider it."

Claridge Hotel and Casino was considered Atlantic City's sixth casino when
it opened in July of 1981, has suffered financially over the past decade.
Claridge filed for Chapter 11 bankruptcy protection in Aug. 16, 1999, after
it was unable to meet interest payments on its $85 million in bonds.


CMS ENERGY: Fitch Expresses Concern About Leverage and Liquidity
----------------------------------------------------------------
Fitch has assigned a rating of 'BB-' to CMS Energy's (CMS) $220 million of
manditorily convertible trust preferred securities, Premium Equity
Participating Security Units (PEPs). The securities are convertible into
CMS common stock. Proceeds from the offering will be used to refinance
existing trust preferred securities. CMS' outlook is negative.

Although the company successfully sold and laid off more than $850 million
in assets and project related debt this year, CMS' asset divestiture/debt
reduction plan is proceeding slower than anticipated, resulting in higher
than anticipated debt levels at mid-year; leverage was nearly 70% at June
30, 2000. CMS continues to make progress toward additional asset
divestitures, including its $500 million equity stake in Loy Yang A; a sale
of this Australian generating facility at significantly lower than book
levels could result in a weakening of CMS' equity base, potentially
triggering leverage-related covenant tests on CMS' substantial bank credit
facilities and raising uncertainty levels. CMS' ratings profile hinges on
near-term progress and the successful execution of its debt reduction plan
over the next three years; targeted leverage ratios over this time frame
are projected at 65% by year-end 2000 and 55% by 2002.  Fitch expects to
meet with management in the near-term to review CMS' leverage and potential
liquidity issues.

Positively, CMS' credit profile benefits from the risk balancing
characteristics gained from the solid credit quality of its two principal
regulated subsidiaries, Consumers Energy Co. (Consumers) and Panhandle
Eastern Pipeline Co. (PEPL). The stable cash flows generated from both
Consumers and PEPL help balance and diversify its asset and cash flows,
which range from low risk regulated operations to its higher risk
unregulated independent power projects and oil and gas E&P businesses.
Consumers and PEPL account for approximately 80% of CMS' EBITDA;
distributions from these operations also provide solid sources of cash for
CMS' fixed obligations and provide nearly $400 million in cash flow to CMS.

Fitch rates CMS as follows:

    i)   senior unsecured notes at 'BB+'

    ii)  preferred hybrids at 'BB-'.

    iii) Consumers' senior secured debt is rated 'BBB+'

    iv)  preferred stock/trust originated preferred securities at 'BBB-'.

    v)   PEPL's senior unsecured debt is rated 'BBB'.

The outlook for both Consumers and PEPL is stable.

CMS is an international energy company with businesses in:

    a) electric and natural gas utility operations;

    b) independent power production;

    c) natural gas pipelines and storage;

    d) oil and gas exploration and production; and
  
    e)energy marketing, services and trading.


COLORADO PRIME: Can't Compile Financial Data to Timely File Form 10-Q
---------------------------------------------------------------------
Timely filing of Colorado Prime Corporation's financial information with
the Securities and Exchange Commission for the thirteen weeks ended June
25, 2000 has been prevented, the company says, by "unanticipated delays in
the compilation of consolidated financial information."

Colorado Prime discloses that preliminary net loss estimates for the
thirteen weeks ended June 25, 2000 hit $1,783,000, an increase of $618,000,
or 53.1%, from the net loss for the thirteen weeks ended June 25, 1999.
These losses, the Company relates, are attributable to "a decrease in both
food and non-food revenue from the prior period and an increase in food
costs of goods sold."


COMPLETE WELLNESS: Revenue Reductions Cause Continued Losses in 2nd Quarter
---------------------------------------------------------------------------
For the quarter ended June 30, 2000, Complete Wellness Centers, Inc.
(Nasdaq: CMWL and CMWLW) reports a net loss of $1,383,381 on $2,076,922 in
revenues compared to the 1999 second quarter net loss of $708,633 on
revenues of $2,560,780. For the two quarters ended June 30, 2000, CWC
reported net loss of $1,780,265 on revenues of $4,396,130 compared to a net
loss of $759,329 on revenues of $7,140,814 for two quarters ended June 30,
1999.  CWC had 63 active Integrated Medical Centers under contract at June
30, 1999 compared to 33 at June 30, 2000, which caused the decreases in
revenues. The increases in net losses resulted from the reduction in
revenues and the expense of terminating such contractual relationships
coupled with fees and legal costs associated with ongoing matters present
during the three and six months ended June 30, 2000. Operating expenses
were reduced to a minimum level during the three months ended June 30, 2000
to reduce losses and to conserve cash.

Joe Raymond, CEO, said "The Company has developed a sound business plan but
the past problems continue to make it difficult to execute. The Company
continues to explore alternatives to bring closure to its past problems
including negotiations with creditors. If such negotiations are
unsuccessful, CWC may have to contemplate reorganization through a
bankruptcy proceeding. If these negotiations are successful, the Company
will be able to take advantage of funding opportunities." The Company
currently faces the prospect of delisting if it cannot execute its
restructuring plan satisfactory to meet NASDAQ requirements.

Complete Wellness Centers, Inc. is a nationwide organization that endeavors
to provide member healthcare practices with administrative, developmental,
financial and practice management consulting assistance, as well as to
provide consumers access to traditional and alternative health information,
products and services.  Inquiries may be directed to Joe Raymond at 407-
673-3073 or at http://www.completewellness.com


DRKOOP.COM: In Wake of Failed Financing, Delays Filing 2Q Financials
--------------------------------------------------------------------
According to a recent filing with the Securities and Exchange Commission,
second quarter results for the Austin-based health company will be delayed
due to financing problems the staff encountered.  "These efforts to pursue
significant corporate transactions have placed significant demands on our
financial staff," Drkoop.com Inc. said in a filing with the U.S. Securities
and Exchange Commission.  "These demands have made it impossible to prepare
the Form 10-Q for the June quarter and obtain the necessary management
review of this filing on or prior to Aug. 14, 2000, without incurring
unreasonable effort or expense," the filing said.  Drkoop.com expects
revenues ranging from $2.5 million to $3 million. The ailing medical
website has until Aug. 21 to file its quarterly report.


DYNACORE HOLDINGS: Federal Court Declines Suit Concerning Corebyte License
--------------------------------------------------------------------------
In a regulatory filing this week, Dynacore Holdings discloses that, on June
30, 2000, the United States District Court for the Southern District of New
York dismissed, without prejudice, for lack of subject matter jurisdiction
John A. Engstrom v. Futureshare.com LLC (99 Civ. 3824), the pending
litigation concerning the ownership status of the intellectual property
underlying the Corebyte Networks(TM) product family of software licensed on
an exclusive basis to Dynacore Holdings in July 1999 from Engstrom.

The Court cited the general principal under the Federal Copyright Act that
works are subject to copyright by the mere act of creation, subject to the
notable work for hire exception. The work for hire doctrine provides that
if an employee who creates a work within the scope of his or her
employment, such work is automatically owned by the employer. The Court
indicated that the parties did not dispute the chronology of events in this
action. The software was created in November 1997, one and one-half years
before futureshare.com LLC was formed. Therefore, the Court concluded that
Engstrom could not have been an employee of the LLC at the time of creation
of the software and there is no good faith basis for the LLC to allege that
the software is within the scope of the work for hire doctrine.

Accordingly, the Court found that absent a transfer of rights Engstrom is
the sole owner of the software.  The Court further indicated that whether a
transfer of exclusive rights in the software and/or the extent of any
transfer, otherwise within Engstrom's right, has been contractually
modified turns on the interpretation of the language of the operating
agreement of the LLC.  As to this question, the Court indicated that it is
purely an issue of state law and does not implicate the Federal Copyright
Act.  Accordingly, the Court dismissed this action without prejudice to the
right to file a state action.


FOREST OIL: Posts Positive Earnings for Second Successive Quarter
-----------------------------------------------------------------
Forest Oil Corporation announces net earnings exclusive of currency
translation of $11.4 million for the second quarter of 2000 compared to a
net loss of $258,000 in the corresponding 1999 period. This is the second
consecutive quarter of record earnings for the company. Including a non-
cash foreign currency translation loss of $4.1 million in 2000 and a gain
of $4.3 million in 1999, second quarter net earnings were $7.3 million in
2000 compared to $4.0 million in 1999.

For the first six months of 2000, Forest reported net earnings exclusive of
currency translation of $22.0 million compared to a net loss of $2.0
million in the corresponding 1999 period. The earnings for the first six
months of 2000 exceed the company's previous annual earnings record.
Including a non-cash foreign currency translation loss of $4.8 million in
2000 and a gain of $6.5 million in 1999, the six month net earnings were
$17.2 million in 2000 compared to $4.5 million in 1999.

The increase in earnings was due primarily to higher product prices. The
company's average sales prices, net of hedging, for natural gas and liquids
in the first six months of 2000 were up 34% and 66%, respectively, over the
previous year.

For the second quarter of 2000, the company's net daily production averaged
226 MMCFE (million cubic feet equivalent of natural gas), up 3% from 220
MMCFE in the first quarter of 2000. Production in the second quarter of
2000, while higher than that reported in the first quarter, was negatively
impacted by property sales (2.3 MMCF/D) and the government ordered shut-in
at the Surmont field in Canada (1.5 MMCF/D).


FRIEDE GOLDMAN: Moody's Downgrades 4.5% Convertible Sub Notes To Caa1
---------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Friede Goldman Halter,
Inc.'s (FGH) proposed $150 million of senior secured notes due August 2007.
Moody's downgraded to Caa1 from B3 FGH's $185 million par value of 4.5%
convertible subordinated notes due 2004 issued by predecessor Halter
Marine. The senior implied rating is B2, down from B1, and the senior
unsecured issuer rating is B3. A negative outlook was detailed by Moody's
on June 4, 1999, citing a declining order backlog, negative new order
trends, backlog concentration in four troubled semi-submersible rig
construction contracts, and credit exposure on those contracts to Ocean Rig
Norway (B3) and highly leveraged Petrodrill's Amethyst rigs. The ratings
were placed on review for downgrade January 14, 2000 and Moody's maintained
a negative outlook after its April 17, 2000 subordinated note downgrade.
The ratings outlook is now stable, assuming completion of the proposed note
offering.

In spite of significant risks associated with the eventual timing and scale
of firm backlog recovery and with the construction of the Ocean Rig and
Petrodrill rigs, the note offering is a credible liquidity bridge until new
business activity crystallizes to levels needed to reestablish positive
cash flow and the Ocean Rig and Petrodrill risks are progressively
clarified and digested. FGH also believes it has good prospects of
converting a substantial pending list of new business to firm backlog work.

However, revenue from FGH's current $450 million backlog will shrink
sharply during the remainder of 2000 and 2001 until that backlog is
virtually gone by year-end 2001. This, coupled with very high gross and net
leverage relative to trough cash flows and lingering Ocean Rig and
Petrodrill risks, prevents Moody's from factoring into the ratings, beyond
a B2 level, generally favorable energy sector trends, FGH's strong historic
position in the offshore market, and its new-business potential.
Additionally, the $185 million face amount of convertible subordinated
notes matures in September 2004, requiring a business recovery sufficient
to support the refinancing of those notes, within a highly cyclical sector,
if other arrangements for those notes had not already been made.

FGH is the successor to Halter Marine Group and Friede Goldman, Inc., each
of which had for years been successful major participants in the
construction, conversion, repair and design of offshore drilling rigs and,
for Halter, offshore oil field service vessels as well. However, FGH's
present difficulties stem from three key ill-fated expansion initiatives
that departed from core competencies, followed by the pervasive sector
devastation brought by the oil price collapse of late 1997 through 1Q99.
The price collapse came at a time when many exploration and production,
drilling, and services companies, including FGH, were overextended.
Exploration and production company spending was sharply curtailed, cutting
very sharply into offshore oil field service sector revenues and fleet
utilization. Accordingly, and inherent to its location in the energy
sector, FGH's new energy sector business fell even more sharply.

Moody's believes that if FGH reestablishes unquestioned liquidity, it would
begin to resume winning its share of traditional offshore rig and service
vessel upgrade, conversion, construction and repair business. FGH's
financial trends may have concerned its customer base. However, close
relationships with highly respected investment grade offshore contract
drillers may assist FGH in progressively placing FGH on sound business and
financial footing. Material recovery in offshore drilling rig new
construction is not expected until at least the second half of 2001.
However, a pick-up in upgrades, conversions, retrofits, and new
construction of service vessels could begin within three to nine months.
FGH will also pursue construction contracts for offshore oil and gas
production facilities, though these markets are also highly competitive. On
the non-energy side of FGH's business, new business activity has picked up
with the signing of four recent contracts aggregating $97 million.

The stable outlook may be changed to positive, or an upgrade achieved,
sooner than is customary for new ratings if FGH can achieve certain
milestones and avoid degradation elsewhere in its business, including the
Petrodrill rigs. These milestones include: (1) a decisive turnaround in the
order backlog, reaching in the range of $800 million; (2) three sequential
substantially profitable quarters; (3) delivery of the Bingo 9000-1 and
9000-2 rigs to Ocean Rig ASA, or a successor company within 3% to 4% of
currently estimated costs, (4) completing a secured working capital
revolver of $50 million or more whose covenants permit drawings to meet
coupon payments, (5) not repurchasing any convertible subordinated notes
prior to delivery of the preceding items, and (6) a feasible refinancing
plan for the subordinated notes is in view.

Pro-forma 6/30/00 cash is reported at $155 million, of which $26 million is
restricted for letters of credit and $61 million is needed to fund existing
loss reserves on the Ocean Rig and Petrodrill rigs. Implicit in the $90
million cash collateral for the notes is the assumption FGH will receive
soon its $30 million tax refund from the IRS relating to losses on the
Ocean Rig and Petrodrill contracts. FGH's tax auditors stated to Moody's
that they are highly confident the refund will be received in 3Q2000.

The B2 secured note rating is not notched up from the B2 senior implied
rating. The collateral package does include first liens on virtually all
important U.S. fixed assets needed for FGH to conduct its business, 65% of
shares of each foreign subsidiary, and note proceeds of $90 million. And
FGH believes the market value of its Amclyde Engineered Products division
substantially exceeds the book value at which it is included in the
collateral package.

Still, Moody's has not reviewed collateral appraisals, in any case the
pledged domestic assets are less than the amount of senior secured notes,
the value of the foreign subsidiary shares cannot as reliably be built into
the rating, and the $90 million of pledged cash collateral is needed to
cover potential negative cash flow until FGH rebuilds business volume.
Also, the note indenture grants FGH one year to re-deploy proceeds from
collateral asset sales into the business, which may include covering
negative cash flow, thereby diluting noteholders' ability to realize on the
collateral if asset sales were needed to supplement liquidity.

FGH's over-extended condition dates from expansion initiatives spawned
during times of effusive sector sentiment fueled by the very strong 1995-
1997 oil and gas sector up-cycle and by excessive sector confidence in both
the durability of the up-cycle and the impact new technologies were having
on the exploration and production business. Halter embarked on a leveraged
expansion based on shipyard acquisitions across the Gulf of Mexico
perimeter, and also won the ill-fated contract to build two advanced semi-
submersible rigs for Petrodrill. The former Friede Goldman likewise bid for
and won the ill-fated contract to complete Ocean Rig's two highly advanced
fifth generation semi-submersible rigs. The broad impact of the devastating
late 1997 through early 1Q99 oil price collapse progressively eroded FGH's
work backlog below levels that could support its debt structure and
troubled rig obligations.

The downgrades reflect negative cash flow until FGH reestablishes its
backlog, lagging new order bookings, contract settlements requiring FGH to
fund at least another $61 million in cost overruns out of its own pocket
($31 million net when FGH receives associated tax refunds), stiff
competition for new business, and risks to FGH's ability to book new
business until FGH reestablishes unquestioned liquidity and can post
unrestricted levels of bid bonds and letters of credit basic to the bidding
and construction phases of its business.

Still, so far, the B2 rating is supported by FGH's longstanding franchise
positions that will benefit FGH during the up-cycle, distinct competitive
advantages in certain business lines, a reasonable feasibility that FGH's
cash raising plan can cover 2000 and 2001 needs, the feasibility that FGH
will now be able to perform on its semisubmersible contracts, low debt
maturities and low capex in 2000 and 2001, and the possibility of slow
improvement in the order book towards the end of 2000 or 1H2001.

As of August 16, FGH had an equity market capitalization of $314 million
versus book equity of $290 million on June 30, 2000 (pro-forma for the sale
of the vessel repair business) and tangible book equity on that date of
$120 million. The pro-forma par value of debt at 6/30/2000 would be $388
million, down from $427 million on 12/31/99. The market discount on the
convertibles relates to both the direct impact on market value of FGH's
weakened condition as well as to the related collapse in value of the
notes' conversion premium. The 4.5% coupon is far below current credit
adjusted market yields. The convertible notes convert at $55.26 but the
shares trade at under $7. The $185 million of convertible notes were
recorded at $115 million under purchase accounting rules when Friede bought
Halter and will accrete to par value in accelerating monthly amounts
averaging roughly $14 million per year.

FGH continues to be exposed to weak conditions for new orders, a need to
fund approximately $61 million in cash costs in 2000 and 2001 for which it
will not be reimbursed by Ocean Rig ($21 million) and Amethyst ($40
million), to the risk that construction costs will exceed those figures,
and to the risk FGH cannot complete the two Amethyst rigs within six months
of the renegotiated completion dates of September 15, 2001 for Amethyst 4
and December 15, 2001 for Amethyst 5 under the settlement agreement between
FGH, Petrodrill, and MARAD. If these rigs are not completed by then,
Amethyst has the right to put the rigs back to FGH and not reimburse FGH
for work completed by that date. And FGH's effort to win newbuild orders
for asset classes used in the oilfield development and production phases of
a growing population of deepwater fields faces competitive pressures, such
margins may also be pressured, and FGH may face inherent design and
construction learning curves.

Friede Goldman Halter, Inc. is headquartered in Gulfport, Mississippi.


GENESIS/MULTICARE: Selling Brighton Township, Pa., Property for $300,000
------------------------------------------------------------------------
Prior to filing of its chapter 11 case, HMNH Realty, Inc., a debtor-
affiliate of The MultiCare Companies, Inc., entered into an Agreement of
Sale with HAP Senior Care, Inc., under which HMNH agreed to sell real
property located at 5130 Tuscarawas Road in Brighton Township, Pennsylvania
for $300,000 in cash.

The closing was scheduled to occur on July 14, 2000. Pursuant to
commencement of the bankruptcy case, HMNH seeks the Court's authority to
assume the Sale Agreement and proceed to closing on the sale of the
property. (Genesis/Multicare Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL HEALTH: 2Q Net Sales Decline 14.6% from $57.6MM To $49.2MM
-----------------------------------------------------------------
Global Health Sciences, Inc., reported consolidated operating income,
before continuing amortization of goodwill resulting from the Company's
1998 recapitalization, of $3.4 million for the three months ended June 30,
2000, compared to $11.0 million during the second quarter of 1999.  Net
sales for the three months decreased 14.6% to $49.2 million from $57.6
million in the comparable 1999 period.  The decline in sales reflects
primarily a decline in purchases by Herbalife, the Company's principal
customer.

For the first six months of 2000, operating income before continuing
amortization of goodwill from the recapitalization was $14.2 million,
compared to $21.1 million a year ago. Net sales increased 9.8% to $120.4
million from $109.7 million in the comparable 1999 period.

EBITDA (earnings before interest, income taxes, depreciation and
amortization) for the second quarter decreased to $4.3 million, or 8.7% of
sales.  This compares to $11.4 million, or 19.8% of sales, in the 1999
period. The decrease in EBITDA resulted primarily from lower sales volume,
relatively higher raw material costs, expanded sales and manufacturing
capacity, and increased bad debt reserves.  EBITDA for the six months ended
June 2000 was $15.9 million, or 13.2% of sales, compared to $23.0 million,
or 21.0% of sales, in the corresponding 1999 period.

Net interest expense increased by $1.0 million to $8.3 million in the
second quarter of 2000, as compared to $7.3 million in the second quarter
of 1999.  The 13.7% increase in interest expense results primarily from the
Company's non-compliance with certain covenants under its bank line of
credit.  As a result of the non-compliance the lenders have assessed
penalties and increased the effective annual interest rate from a LIBOR-
based rate (approximating 7% at June 30, 1999) to a fixed rate of
approximately 13.5% at June 30, 2000.

During the quarter, the Company continued to broaden its sales base to
customers other than Herbalife.  Sales to other customers grew 15.2% during
the quarter to $28.8 million from $25.0 million in the 1999 period, while
sales to Herbalife declined 37.4% to $20.4 million from $32.6 million a
year ago. Sales to Herbalife for the six months declined 2.2% to $62.4
million from $63.8 for the comparable period in 1999.  Sales to customers
other than Herbalife advanced 26.4% to $58.0 million from $45.9 million in
1999's first half.

Global Health Sciences, Inc. is a developer and custom manufacturer of
dietary and nutritional supplements.  The Company develops and manufactures
vitamins, minerals, herbs, teas and other supplements in tablet, capsule
and powder form in a variety of shapes, sizes, colors, flavors and textures
designed to meet customers' specifications.


GOLDEN OCEAN: Asks Judge Robinson for Final Approval of DIP Financing Pact
--------------------------------------------------------------------------
Golden Ocean Group Limited, et al., filed a motion for final approval of a
Stipulation and Order authorizing post-petition financing from Frontline
Ltd., granting security interests and additional relief.  A hearing to
consider the motion will be held before the Honorable Sue L. Robinson, US
District Court for the District of Delaware.

On July 7, 2000, both Frontline Ltd. and Bentley Investments, SA filed
proposed plans of reorganization. On July 27, 2000, Frontline and Bentley
agreed by Letter Agreement for Bentley to withdraw its plan and to support
Frontline's plan. Frontline agreed to become the DIP lender, as it had been
before Bentley. Bentley has advised the debtors that the current DIP
facility will terminate on August 17, 2000.

In accordance with the Letter Agreement, Frontline and the debtors have
agreed to the new Frontline DIP Stipulation, which provides for the
repayment of the Bentley DIP Facility, including interest and fees. (And
this DIP facility may be used only for that repayment).  As of August 8,
2000, there is approximately $5 million owed to Bentley under the DIP
Stipulation.

On August 4, 2000, the court approved the Disclosure statement with respect
to the Amended Frontline Plan of Reorganization. The Confirmation Hearing
for the amended Frontline Plan is scheduled for September 15, 2000. The
debtors continue to require DIP financing, in order to continue operations
and in order to move forward toward confirmation of the Amended Frontline
Plan. The Debtors request that the court approve the new Frontline DIP
Stipulation.


GREATE BAY: Software Installation Revenues Give Boost to 2Q Results
-------------------------------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAAQ) reported income
from operations of $144,000 for the second quarter of 2000 compared to a
loss from operations of $459,000 for the second quarter of 1999.  Net
revenues for the second quarter of 2000 amounted to $4.1 million compared
to net revenues of $1.9 million for the second quarter of 1999.

The increases in net revenues and income from operations were attributable
to an increase in software installation revenues at Advanced Casino Systems
Corporation, the Company's sole remaining operating subsidiary.

For the six months ended June 30, 2000, the Company reported a loss from
operations of $861,000 on net revenues of $4.9 million compared to a loss
from operations of $634,000 on net revenues of $4.1 million for the
comparable six months of 1999.

The net loss from all sources amounted to $1.5 million ($0.30 per share)
for the second quarter of 2000, and $4.1 million ($0.79 per share) for the
six months ended June 30, 2000 compared to net income of $83.2 million
($16.03 per share) and net income of $81.1 million ($15.64 per share) for
the comparable three and six months ended June 30, 1999, respectively.  The
1999 results were due to a one time non-cash credit of $86 million
resulting from elimination of the Company's negative equity in Pratt Casino
Corporation and its subsidiaries when Pratt Casino Corporation and its
subsidiaries filed for protection under Chapter 11 of the United States
Bankruptcy Code on May 25, 1999 as part of a prenegotiated plan of
reorganization.  The reorganization, which was consummated in October 1999,
eliminated ownership and operating control of these entities by Greate Bay.

Greate Bay had outstanding indebtedness to Hollywood Casino Corporation of
$53.4 million on June 30, 2000 including $9.9 million in demand notes and
accrued interest.  ACSC's operations do not generate sufficient cash flow
to provide debt service on the Hollywood obligations and, consequently,
Greate Bay is insolvent.  Accordingly, Greate Bay has commenced discussions
with Hollywood to restructure its obligations and, in that connection, has
entered into a standstill agreement with Hollywood.  Under the standstill
agreement, monthly payments of principal and interest for the six months
ended August 1, 2000 with respect to a note due from Hollywood, have been
deferred until September 1, 2000 in consideration of Hollywood's agreement
not to demand payment of principal or interest on the demand notes
outstanding to Greate Bay.  There can be no assurance at this time that the
discussions with Hollywood will result in a restructuring of Greate Bay's
obligations to Hollywood.  Any restructuring of Greate Bay's obligations,
consensual or otherwise, will require Greate Bay to file for protection
under federal bankruptcy laws.


HARNISCHFEGER INDUSTRIES: Committee Objects To PwCS Fee Application
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Beloit Corporation
appointed in In re Harnischfeger Industries, Inc., et al., objects to a fee
application submitted by PricewaterhouseCoopers Securities relating to
services rendered in its capacity as the Debtors' Financial Advisor in the
divestitures of Beloit assets under a Supplemental Retention Order.

PwCS requests payment of $4.5 million for services rendered in connection
with the Stalking Horse Agreements procured through an auction process
conducted by PwCS, and other financial advisory services provided by PwCS
for the sale of remaining Beloit assets and settlement negotiations in
ongoing disputes. PwCS claims that its services resulted in $408 million
being realized by the Beloit estate form the sale of assets and businesses.

The Beloit Committee asserts that the requested $4.5 million is grossly
excessive and unjustified, that PwCS' calculation of the total value of its
services added to the Beloit estate is artificially inflated and does not
present a reliable indicator of the value realized by the Beloit estate as
a result of PwCS' efforts. The Beloit Committee points out that certain
cash proceeds of the Beloit asset sales amounting to approximately $19.7
million were paid directly to creditors of certain Beloit subsidiaries and
never passed through the estate and therefore must be counted as part of
the additional value being realized by the estate due to PwCS' efforts. The
Beloit Committee also tells Judge Walsh that approximately $15 million of
PwCS' claimed realized value represents holdbacks that are unlikely to be
received by the Beloit estate and neither should these be included in the
total value realized by the Beloit estate as a result of PwCS' purported
efforts.

The Beloit Committee further contends that the overall rate of $768 per
hour that PwCS charges is an "astronomical rate" that is "plainly
exorbitant", when the lion's share of the work is performed by mid- and
low-level employees.

The Beloit Committee criticizes that the PwCS' fee application merely
indicates the type of work performed overall, e.g. "assist in negotiation
with potential purchasers" and does not break down the amount of time each
person devoted to the respective asset segments. It is therefore impossible
to tell how much actual time was expended by PwCS on one transaction versus
another, or the specific nature of the services provided by PwCS on each
transaction, the Committee remarks.

With respect to the Liquidated Assets and the APP Machines and Settlement
categories, which together amount to $155 million of the $408 million in
value realized for the estate, the Committee criticizes PwCS of seeking
compensation when by its own admission, it was not directly involved in the
transaction.

The Beloit Committee tells the Judge that it was only after repeated
requests and a formal request on June 26 that PwCS agreed to talk with the
Committee. As discussions on June 28 proved unproductive, the Beloit
Committee served a Notice of Depositions on June 29, 2000 calling for
depositions of representatives of PwCS and the Debtors and the production
of relevant documents.

The Beloit Committee accuses PwCS and the Debtors of failing and refusing
to provide all discovery requested by the Committee. It says that PwCS only
promised to provide copies of documents with respect to certain
"comparable" transactions that PwCS relies on in support of the Fee
Application but has not agreed to provide any of the other documents
requested, and neither PwCS nor the Debtors has actually produces any
requested documents.

Accordingly, the Beloit Committee asks the Court to deny PwCS' Fee
Application, or in the alternative, order PwCS and the Debtors to provide
the documents and information requested by the Beloit Committee to enable
it to evaluate PwCS' fee request.  (Harnischfeger Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HEILIG-MEYERS: Home Furnishings Giant Files For Bankruptcy
----------------------------------------------------------
Heilig-Meyers Company (NYSE: HMY), the nation's largest retailer of home
furnishings and related items, said that in order to facilitate a financial
restructuring that will enable it to improve its overall operations, the
Company and certain of its subsidiaries have filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code.  The Company said
that the filing in the U.S. Bankruptcy Court for the Eastern District of
Virginia in Richmond will allow it to continue business operations while it
formulates and implements its restructuring plan.

In conjunction with the filing, the Company said that it has received a
commitment from a group of lenders led by Fleet Retail Finance, Inc. for
$215 million in debtor-in-possession (DIP) financing. The post-petition
financing, which is subject to Bankruptcy Court approval, is expected,
together with other initiatives announced today, to provide the Company
with funding to support its post-petition trade and employee obligations,
as well as the Company's ongoing operating needs during the restructuring
process.

"Continued disappointing operating results coupled with an inability to
secure alternate financing sources limit our ability to achieve the
necessary strategic and capital improvements to compete in today's retail
marketplace," said Donald S. Shaffer, who was named President and Chief
Executive Officer on July 21, 2000. "Despite previous actions we have taken
to reduce costs, divest businesses which did not fit our core business
strategy and close under- performing operations, the Company's current
capital structure is not in line with its store base. The action we took
today is critical to establishing a more realistic capital structure and a
stronger competitive future for Heilig- Meyers."

"By availing ourselves of the Chapter 11 process, we believe we can achieve
an orderly restructuring that will enable us to reduce overhead
inefficiencies and focus on the operations that have consistently produced
positive results, which includes our RoomStore Division. We intend to
create an appropriate capital structure to operate the business as a
viable, going concern," he said. Mr. Shaffer noted that the Company had
identified three key initiatives aimed at improving overall financial
performance: outsourcing of its credit program going forward, closing
under-performing stores and lowering overall costs of operations.

The Company has reached an agreement in principle, subject to Bankruptcy
Court approval, to outsource all aspects of its future Heilig-Meyers credit
operations, and expects to finalize terms of the agreement within 60 days.
Effective immediately, the Heilig-Meyers stores will no longer conduct
sales transactions through the existing in-house installment program,
eliminating the Company's need to deploy capital toward funding customer
receivables. Under the agreement in principle, arrangements have been made
to immediately begin conducting third party credit transactions at the
Heilig-Meyers stores. The credit programs at the RoomStore and Homemakers
divisions will remain unchanged. "With the DIP financing in place and the
out-sourcing of the Heilig-Meyers credit program, the Company's liquidity
position will be significantly improved," said Mr. Shaffer.

He said that given the changes in the strategic direction of the Heilig-
Meyers credit program, along with cost factors associated with operating
stores in certain markets, the Company will close 302 Heilig-Meyers stores.
"In determining which stores to close, we conducted an extensive analysis
of every aspect of our store operations, including customer credit
profiles, lease terms, regional economic factors and infrastructure costs
to service these stores," said Mr. Shaffer. The Company said it will seek
Bankruptcy Court approval to conduct inventory liquidation sales at the
closing stores over the next 30 to 60 days. The 57 RoomStore locations and
three Homemakers locations are not impacted by this store closing program.

In conjunction with the store closings, the Company will lower its overall
cost structure through overhead reductions, the elimination of operating
inefficiencies and the closing of two regional distribution centers. "We
must align our infrastructure and support functions to reflect the service
requirements of our 569 ongoing stores," Mr. Shaffer said. Mr. Shaffer said
daily operations at the Company's ongoing stores and distribution centers
will continue. The Company has requested that the Bankruptcy Court
authorize it to pay employees without interruption. The Company indicated
that it was working with its suppliers to develop terms under which it
could honor commitments relative to delivery schedules for merchandise
on order.

The Company has been in contact with many of its suppliers, and believes
that they will continue to support Heilig-Meyers during the reorganization
period. Mr. Shaffer said, "With our current liquidity and the DIP
financing, once approved by the Bankruptcy Court, together with other
initiatives we announced today, we believe we will have adequate financial
resources to purchase the goods and services necessary to operate our
business. We anticipate that the vast majority of our suppliers will
recognize the value of doing business with us long term."

In a closing comment Mr. Shaffer stated, "We are extremely grateful to the
customers, employees and suppliers who have supported the Company through
these challenging times, and we believe this restructuring will set the
Company on a path of future growth and profitability."


INTEGRATED HEALTH: Inks Termination Agreement With CEO Dr. Elkins
-----------------------------------------------------------------
Integrated Health Services, Inc., tells the Bankruptcy Court in Wilmington
that the Official Committee of Unsecured Creditors appointed in its chapter
11 cases expressed the view that there should be a change in management, to
wit, that Dr. Robert N. Elkins, a co-founder of IHS, Chairman of the Board
and Chief Executive Officer since 1986, Company President since 1986,
should be replaced with a new manager more familiar with restructuring and
the reorganization process.  The Debtors tell Judge Walrath that they did
not initially share the Committee's view, but ultimately recognized that a
consensual negotiated resolution of the matter would best serve the
interests of the estates and the reorganization process.

The Debtors believe that a nonconsensual termination of Elkins' employment
with the Debtors absent an Agreement would almost certainly result in
severe and unnecessary harm to the estates. There ensued a lengthy arms-
length process of negotiations among the Debtors, the Committee and Elkins
regarding the terms of his agreement while negotiations were proceeding
among the Committee, the Debtors and the consulting firm of Alvarez &
Marsal, Inc. regarding the terms for the retention of A&M as Restructuring
Consultants and A&M's Managing Director Joseph A. Bondi as Chief
Restructuring Officer of the Debtors with a view to becoming the Chief
Executive Officer.

In the negotiation for the Elkins Agreement, the Debtors and the Committee
considered numerous factors including:

    (i)   the Debtors' obligations to Elkins under the Prepetition
           Employment Agreement;

    (ii)  the importance of a smooth and orderly transition of leadership
           from Elkins to Bondi;

    (iii) the need to maintain stability in running the business; and

    (iv)  the desire to lay to rest any potential litigation.

The Debtors and the Committee also consider a number of transactions:

    (1) The Aircraft Sale/Leaseback Transaction

        In December 1997, pursuant to an amendment to Elkin's Employment
         Agreement, the Debtors sold an aircraft to RNE Skyview LLC, a
         limited liability corporation in which Elkins is the sole member,
         and simultaneously entered into a lease agreement with Skyview.

    (2) The Stock Purchase Loans and Forgiveness Bonuses

        Prior to the Filing Date, the Debtors advanced various sums to
         Elkins for the purchase of IHS stock, the exercise of stock options
         and payment of related taxes. With respect to each advance, Elkins
         signed a promissory note to the order of IHS. The projected
         aggregate balance due under the Notes at August 31, 2000 is
         $33,494,253, plus accrued interest in the amount of $2,276,311.
         Certain of the Notes are forgiven at a rate of 25% per year, and
         others are forgiven at a rate of 20% per year. The Notes
         provide that all principal and interest will be automatically
         forgiven over a period of four years or five years, and 25% and 20%
         respectively of the Notes have already been forgiven as a result.
         Moreover, the Notes, by their terms, are cancelled and discharged
         if:

         (i)   the Prepetition Employment Agreement is terminated without
                cause,

         (ii)  Elkins resigns for Good Reason, or

         (iii) there is a change of control of the Debtors.

    (3) The Monarch Lyric Transactions

        In January 1998, IHS formed Lyric Health Care LLC, which is a non-
         debtor subsidiary of IHS.

        Pursuant to additional transactions in April 1998, the Debtors
         transferred a total of 10 of their long term care facilities to
         Lyric, which sold the facilities to Omega Healthcare Investors,
         Inc., for an aggregate of a approximately $95 million, and leased
         hack the facilities from Omega. Upon the transfers, the Debtors and
         Lyric entered into agreements for the Debtors to manage the
         facilities.

        In a related transaction, in February 1998, the Debtors sold a 50%
         membership interest in Lyric to TFN Healthcare Investors, Inc. TFN
         is controlled by Timothy F. Nicholson, a co-founder of IHS who is a
         member of the Board of Directors.

        In January 1999, IHS and the Lyric Subsidiaries transferred 27 long
         term care facilities and 5 specialty hospitals to Monarch
         Properties LP for approximately $131.2 million in net cash proceeds
         plus contingent earn-out payments of up to a maximum of $67.6
         million. Elkins owns approximately 30% of Monarch LP and is
         Chairman of the Board of Managers of Monarch LP's parent company.
         After the sale, the Debtors retained the working capital of
         the Lyric Subsidiaries and transferred thc stock of the Lyric
         Subsidiaries to Lyric. Monarch LP then leased back the facilities
         to the Lyric Subsidiaries. The facilities are being managed by the
         Debtors pursuant to management agreements with Lyric. In September
         1999, the Debtors sold one additional long term care facility to
         Monarch Properties of Jacksonville, LLC for $3.7 million, which was
         leased back to a Lyric subsidiary and which the Debtors are
         managing for Lyric.

The Debtors note that any of their potential claims which may arise from
the Related Party Transactions appear to be of dubious value. Moreover,
Elkins and the third parties would dispute any and all such claims. In
addition to denying liability to the Debtors' connection with the Related
Party Transactions, Elkins contends that he would be entitled to full
indemnification from the Debtors with respect to any liability which may
arise from those transactions, pursuant to the IHS corporate bylaws, its
certificate of incorporation and applicable law.

Any termination of Elkins' employment in the absence of an Agreement would
mean the cancellation of the Notes with respect to advances made to Elkins.
Furthermore, the non-compete, non-solicitation and confidentiality
provisions would in all likelihood be unenforceable, since it is axiomatic
that an executory contract, when rejected, is rejected in toto. The Debtors
tell the Court that with regard to these matters, the Elins Agreement
provides protections for the estates and creditors. With respect to the
Related Party Transactions, the Committee concludes that no action is
warranted.
       
                    Key Terms of the Elkins Agreement

Elkins' Termination

At the Closing, Elkins will resign from all of his positions as an officer
or director of any of the Debtors, and will be paid all amounts earned and
due under the Prepetition Employment Agreement for salary, benefits and
expense reimbursements through the Closing Date. The terms of the
Prepetition Employment Agreement will be terminated with the exception of
Elkins' obligations with respect to confidentiality and trade secrets.

Non-Competition, Non-Solicitation and Trade Secret Obligations

Upon the Closing, Elkins will agree to a one year non-compete/non-
solicitation. This represents a much broader non-compete obligation than
that which is provided under the Prepetition Employment Agreement, which
does not include the Debtors' RoTech business segment. Elkins will also
hold in confidence and refrain from the unauthorized use of Trade Secrets.

Consulting Agreement

Pursuant to a Consulting Agreement, Elkins will agree, for a term of one
year, to render an aggregate of up to 100 hours of consulting services to
the Debtors, subject to certain limitations set forth in the Consulting
Agreement. The Debtors' payment of the Closing Payment under the Elkins
Agreement will constitute consideration for Elkins' obligations under the
Consulting Agreement. The Debtors also agree to pay Elkin's reasonable
expenses in connection with the provision of consulting services.

Retirement of Elkins' Equity Interests

At the Closing, Elkins will transfer and convey to IHS all of his common
stock and stock options or other equity interests in IHS.

The Notes

At the Closing, the Debtors will transfer the Notes to Elkins and release
any payment obligations Elkins may have.

Closing Payment

Upon the Closing, the Debtors will pay Elkins the sum of $1,494,000 and
transfer good and clear title to the Tangible Personal Property. The
agreed-upon value of the Closing Payment is a total of $2,600,000.

Tax Obligations

At the Closing, the Debtors shall pay directly to the federal and
appropriate state and local taxing authorities for the account of Elkins
designated amounts:

    (i)   to the Internal Revenue Service, a specified percentage of the
           Released Amount plus amounts payable to other taxing authorities;

    (ii)  all state and local income taxes required to be withheld by the
           Debtors based upon the Released Amount, and any federal, state or
           local tax payment being treated as employee compensation to
           Elkins as of the Closing, grossed up for any additional state or
           local withholding taxes due on any of the tax payments made
           pursuant to this section of the Elkins Agreement; and

    (iii) all employment, excise and payroll taxes imposed on Elkins or the
           Debtors by any federal, state or local taxing authorities on
           account of Elkins' constructive receipt of the Released Amount or
           of any of the payments to be made pursuant to the payments
           referenced in this section of the Elkins Agreement.

The Debtors estimate that their aggregate tax obligations pursuant to the
Elkins' Agreement total approximately $18.5 million. Both Elkins and the
Debtors will treat the Released Amount and the payment of the tax
obligations as employee compensation subject to withholding for all tax
purposes.

Released Claims and Monarch/Lyric Released Claims

The Debtors and Elkins, and the Debtors and the MonarchlLyric Released
Parties agree to mutual release of claims.

Authorization of Committee Letter

The Debtors and Elkins agree that the Approval Order will authorize the
Committee to execute and perform a certain letter agreement.

Indemnification

The Debtors will indemnify the Elkins Released Parties from all loss, costs
and expenses arising from the prosecution by any Entity of any Released
Claims.

Maintenance of Insurance Coverage

The Debtors will continue to maintain certain existing D&O Policies
covering the period of Elkins' employment with the Debtors. In addition,
the Debtors will be responsible for any Retention Amount under any D&O
Policy for which Elkins may be liable plus Defense Costs. To the extent
that any Debtor sues an Entity and in connection with such suit such Entity
asserts a Contribution Claim against any Elkins Released Party or
Monarch/Lyric Released Party, such Contribution Claim will not be precluded
by the Approval Order. The Debtor will credit the amount of any judgment it
may obtain in a Final Order against such entity by the amount payable by
the Elkins Released Parties or Monarch/Lyric Released Parties.

Inclusion of Elkins in Plan Releases

To the extent the Debtors seek to include in a plan of reorganization an
exoneration, indemnity or release of any claims against the Debtors'
officers and directors, the Debtors will use their reasonable efforts to
include Elkins in any such proposed provision, provided, however, that any
such release will not include Claims giving rise to a loss arising from
Wrongful Acts, unless the respective loss incurred by Elkins exceeds the
amount actually paid by the Insurer under any D&O Policy, but such release
will apply only to the amount of such excess.

Inclusion of Elkins in Third Party Injunctions

To the extent the Debtors seek any injunction(s) against the prosecution of
any action against any of their officers or directors, in which Elkins is
an actual or potential party, the Debtors will use their reasonable efforts
to cause Elkins to receive the benefits of the injunction.

Termination of the Aircraft Lease

The Debtors and Skyview will terminate the Aircraft Lease and release and
discharge any claims held by Skyview against the Debtors, and IHS will pay
Skyview all normal lease payments through the Closing Date.

Optional Settlement and Mutual Releases with Laura Stouffer

Elkins' personal assistant, Laura Stouffer, will have the option to resign
her position with the Debtors, in which event the Debtors will pay her
$35,000 in settlement of all her claims against the Debtors, and she will
execute mutual releases with the Debtors.

No Discovery of Released Claims

The Debtors will not seek discovery directly relating to any Released
Claim.

Approval Order

The Elkins Agreement also provides that the time for any Elkins Released
Party to file a proof of claim or interest against any of the Debtors will
be extended to and including September 30, 2000. If the Approval Order is
not entered by August 25, 2000, or if the Closing Date has not occurred by
September 30, 2000 or a later date agreed upon by the Debtors, the
Committee and Elkins, then either the Debtors, Elkins or the Committee will
have the right to terminate the Elkins Agreement.

The Debtors believe that absent the Agreement, the risk of litigation with
Elkins, the other Elkins Released Parties and the Monarch/Lyric Released
Parties are real and would be disruptive, counterproductive to the
reorganization effort and demoralizing to employees, whereas entering into
the Elkins Agreement, with the blessing of the Committee, serves the best
interests of the Debtors' estates, creditors and all other parties in
interest. Accordingly, the Debtors seek the Court's approval of the Elkins
Agreement in all respects.(Integrated Health Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


JITNEY JUNGLE: Asks for Extensions as Merrill Lynch Weighs Offers
-----------------------------------------------------------------
Jitney Jungle asks, in a combined motion, for an extension of (i) its
exclusive period during which to file a Plan of Reorganization, (ii) its
exclusive period during which to solicit acceptances of that plan and (iii)
the time by which it must decide whether to assume, assume and assign, or
reject non-residential real property leases. Currently, F&D Reports'
Scrambled Eggs publication notes, the exclusive time for the Company to
file its Plan and to assume or reject leases is September 10, while
November 10, 2000 is currently the expiration of its exclusive time to
solicit acceptances. At a hearing scheduled for August 31, 200 in the US
Bankruptcy Court in New Orleans, Louisiana, the Company will seek 90-day
extensions, with December 9 to be the new expiration of the Company's
exclusive time to file a Plan and the deadline for it to assume or reject
leases. The new expiration for the Company's exclusive period to solicit
acceptances is to be February 7, 2001. The principal reason for seeking the
extensions is additional time required to review and evaluate offers for
various parts of the Company received by Merrill Lynch, which is investment
banker for the Company and the Creditors Committee.


KAISER GROUP: Completes $30MM Sale of Business Unit to Earth Tech/Tyco
----------------------------------------------------------------------
Kaiser Group International, Inc., completed the sale of its infrastructure
and facilities business unit to Earth Tech Holdings, Inc., a unit of Tyco
International, Ltd. The infrastructure and facilities business unit
includes operations related to transit and transportation,
water/wastewater, facilities design and construction, and microelectronics
and clean technology.

This transaction results from a study of strategic alternatives for
Kaiser's engineering operations undertaken earlier this year in connection
with the ongoing restructuring of the company's debt. Kaiser reached a
definitive agreement with Earth Tech on June 9, 2000. The $30 million asset
sale was approved by the Delaware Bankruptcy Court on July 17, 2000.

Headquartered in Fairfax, Virginia, Kaiser Group International is one of
the United States' leading providers of engineering, project management,
construction management, and program management services. Its more than
3,000 employees, located in 30 offices around the world, serve the market
areas of transit and transportation; alumina/aluminum and mining/minerals;
facilities and water/wastewater; iron and steel; and microelectronics and
clean technology.

Kaiser Group International, Inc., the parent company of Kaiser Engineers,
reported gross revenue of more than $870 million for the 12 months ended
December 31, 1999. All references to Kaiser indicate Kaiser Group
International, Inc. and any of its subsidiaries.

Earth Tech is an international provider of global water management, and
engineering and environmental services. Earth Tech is a part of Tyco Flow
Control, which is one the major business units of Tyco International Ltd.
Tyco Flow Control designs, manufactures and services pipes, couplings,
fittings, meters, hangers, valves, cable trays, metal framing and fire
sprinklers, and provides engineering consulting, total water management
services, and environmental consulting and remediation.


LIBERTY HOUSE: Hearing on Creditors' Disclosure Statement Set for Sept. 7
-------------------------------------------------------------------------
Liberty House, Inc., the Institutional Lenders and the Statutory Committee
of Unsecured Creditors filed a plan of reorganization along with a proposed
Disclosure Statement. On September 7, 2000, at 9:30 AM, Judge Lloyd King
will hold a hearing to consider whether the disclosure statement contains
"adequate information" within the meaning of Section 1125 of the US
Bankruptcy Code.

Bank of America, NT&SA, as Agent, the Institutional Lenders of Liberty
House, Inc., the statutory committee of unsecured creditors and Liberty
House, Inc. move for the entry of an order approving the Disclosure
Statement.

The plan aims at substantially reducing the level of the debtor's
prepetition secured and unsecured indebtedness. The debtor's long-term
indebtedness and short-term liabilities excluding capitalized lease
obligations will be reduced from approximately $207 million to $11.9
million. The Institutional Lenders, co-plan proponents, are agreeing to
convert all of their prepetition indebtedness, approximately $149 million,
into equity.

The plan provides for the distribution of approximately $19 million in cash
on or about the Effective Date based upon the current estimate of allowed
administrative expense claims and allowed claims by the plan proponents
that will receive cash under the plan; New Notes with a present value of
$9.6 million; 15 million shares of New Common Stock and options to purchase
315,790 shares of New Common stock to Liberty House's senior management as
well as options for Liberty House's senior management to purchase another
473,684 shares of New Common Stock which will be reserved for issuance by
and at the discretion of, and with such terms as determined by, the Board
of directors of reorganized Liberty House.

The plan designates 8 classes of claims and 2 classes of equity interests.

A Summary of Classification and treatment of claims and equity interests
under the plan follows:

Administrative Expense Claims - unimpaired; 100% estimated recovery
Priority Tax Claims - Will be paid in full, in cash

    Class 1
      Other Priority Claims - Unimpaired, paid in full

    Class 2
      Home Savings Secured Claim - Unimpaired; Estimated Recovery 100%

    Class 3
      GTE Secured Claim - unimpaired; Estimated Recovery 100%

    Class 4
      Institutional Lenders' Secured Claims - Impaired. Each holder of
       an allowed claim in Class 4 will receive its pro rata share of
       the Class 4 shares. Estimated Recovery - 10-0%

    Class 5
      Other Secured Claims - Unimpaired; Reinstated in accordance with
       section 1142(2) of the Bankruptcy Code or to receive the
       property securing such other secured claim. Estimated Recovery
       100%.

    Class 6
      Small Creditor Claims - Impaired Each holder has two options:

      (A) Payment in cash in an amount equal to 60% of the amount of
           its allowed small creditor claim or

      (B) Payment in cash in an amount equal to 40% of the amount of
           its allowed small creditor claim and a New Note in a
           principal amount equal to 50% of the amount of its allowed
           small creditor claim. Estimated Recovery: 60% for Option A,
           78.6% for option B.

    Class 7
      Unsecured Claims other than Class 6 claims - Impaired Each holder
       has two options:

      (A) Class 7 Equity Option: Distribution equal to it s pro rata
           share of the Class 7 Shares or

      (B) Class 7 Cash and Note Option: Payment in cash equal to 40% of
           the amount of its allowed claim and a New Note in a
           principal amount equal to 50% of the amount of its allowed
           unsecured claim. Estimated Recovery: 78.6% for Cash and Note
           Option, 70.4% for Equity Option.

    Class 8
      Subordinated Note Claim - Impaired. Estimated Recovery: 70.4%
       Pursuant to the Subordination Agreement - and as provided in
       Article IV of the plan, Reorganized Liberty House shall
       distribute on the Effective Date the Class 8 Shares.

    Class 9
      Preferred Stock Interests - Impaired. No Distribution

    Class 10
     Common Stock Interests - Impaired. No Distribution.


LIVING.COM: Starbucks Writing Down Its $43 Million Equity Investment
--------------------------------------------------------------------
Starbucks Corporation (Nasdaq:SBUX) announced it will write down its equity
investment in Living.com as a result of the recent announcement that
Living.com intends to file for Chapter 7 bankruptcy.  Starbucks will record
a pre-tax non-cash charge of $20.6 million representing 100 percent of the
carrying value, which will be reflected in its financial results for the
thirteen-week period ending October 1, 2000.

This non-cash charge is expected to reduce Starbucks after-tax diluted
earnings per share by approximately $0.07 for the fourth quarter and for
the full year of fiscal 2000. Excluding this charge, Starbucks continues to
target current analysts' consensus earnings per share estimates of $0.22
for the fourth quarter of fiscal 2000 and $0.71 for the full year fiscal
2000. The write-down of this investment does not affect Starbucks earnings
expectations for fiscal year 2001 of $0.90 to $0.92 per share.

Following this write-down, Starbucks has investments of $43 million (at
cost) in equity instruments of public and private Internet and e-commerce
companies. In recent months, companies in the Internet and e-commerce
industries have experienced difficulties, including difficulties in raising
proceeds to fund expansion or to continue operations. Starbucks regularly
monitors and evaluates the carrying value of these investments. If events
and circumstances indicate that these assets might be permanently impaired,
Starbucks may conclude in the future that some or all of these investments
warrant similar non-cash write-downs.


LOEHMANN'S: Taps Daniel B. Katz & Assoc. as Real Estate Consultant
------------------------------------------------------------------
Loehmann's, Inc., filed an application for an order authorizing it to
retain and compensate Daniel B. Katz & Associates Corp. as a special real
estate consultant.  The Application was filed with the U.S. Bankruptcy
Court for the District of Delaware.

The debtor seeks the professional services of the firm for the purpose of
evaluating the debtor's present real property leases, assisting the
debtor's management in the development of a strategic plan for proposing
new locations for the debtor's retail stores, acting as the debtor's
exclusive agent for the purpose of leasing and purchasing premises for the
conduct of the debtor's business, and acting as the debtor's real estate
manager pursuant to that certain Letter Agreement to be executed by Katz &
Assocs. and the debtor. The debtor seeks authorization to pay Katz &
Assocs. $100,000 as compensation for the Phase I services, $12,500 per
month for the property management services, commissions for the brokerage
services described as part of Phase II and reimbursement of expenses.

    Phase I services include:

      a)  Review and evaluate the relevant real estate considerations
           regarding the debtor's existing retail store locations;

      b)  Review and evaluate the debtor's financial data and
           projections;

      c)  Prepare a strategic plan for proposed targeted expansion
           areas to be identified by debtor;

      d)  Assist the debtor in developing procedures for managing its
           real estate leasing operations.

    Phase II services include:

      a)  On an exclusive basis arrange for the lease or purchase of
           retail locations;

      b)  Manage the debtor's real estate leasing operations.


LOEWEN GROUP: Third Motion To Extend Time To Assume Or Reject Leases
--------------------------------------------------------------------
As previously reported, Judge Walsh granted The Loewen Group, Inc., and its
debtor-affiliates an extension of the deadline to assmue or reject leases
of nonresidential real property through the date of confirmation of a plan,
with the exception of certain identified leases, for which subsequently two
extensions of 180 days each were granted.  The Second Extension will expire
on August 31, 2000.  By this motion, the Debtors ask the Court to grant the
applicable Debtors a further 180-day extension to assme and assign or
reject the unexpired leases of nonresidential real property located at:

    (i)   Dimond & Sons, 2620 Silver Creek Road, Bullhead City, Arizona;

    (ii)  Edward Swanson & Son, 30351 Dequindre Road, Madison Heights,
           Michigan; and

    (iii) Vay-Schleich & Meeson, 2692 Dewey Avenue and 1075 Long Pond Road,
           Rochester, New York.

Having once again drawn the Court's attention to the progress that they
have made, the Debtors tell the Court they have only recently commenced
discussions regarding a plan of reorganization, and are therefore not yet
able to determine whether assumption, assumption and assignment or
rejection of the Leases will be in the best interests of the estates and
creditors. The Debtors explain that the decision for assumption or
rejection, like that for the 300 other unexpired nonresidential real
property leases, will be driven by the restructuring approach that emerges
from the plan of reorganization process in these cases.

The Debtors anticipate that the plan of reorganization process should
progress significantly in the next 180 days. Accordingly, the requested
180 day extension is warranted, the Debtors contend, so that they would
not be at risk of prematurely and improvidently assuming or rejecting
Leases without the necessary information to determine whether the
properties at issue will be included in the reorganized company or not.
(Loewen Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MAXICARE HEALTH: Announces Sale of Maxicare Louisiana to Coventry Health
------------------------------------------------------------------------
Maxicare Health Plans, Inc. (Nasdaq NMS:MAXI) announced that it completed
the sale of its managed care subsidiary, Maxicare Louisiana, Inc., to
Coventry Health Care, Inc.

Maxicare Louisiana has approximately 14,000 members and annual premium
revenue of $26 million. The Louisiana membership represents about 3 percent
of Maxicare's total enrollment of 446,000.

"The company wants to focus on its two major businesses, the California and
Indiana health plans," said Paul Dupee, chairman and chief executive
officer.
  
"We're restructuring in order to enhance our operations in those two areas.
We believe there is substantial opportunity in those markets."

Maxicare Health Plans, Inc., is a managed health care company with
operations in Indiana and California. The company also offers various
employee benefit packages through its subsidiaries, Maxicare Life and
Health Insurance Company and HealthAmerica Corporation.


MBA POULTRY: Air-Chilled "Smart Chicken" Will Return to Grocery Stores!
-----------------------------------------------------------------------
The Associated Press reports that lovers of the "Smart Chicken" brand can
start buying the product again.  President Mark Haskins of MBA Poultry told
the AP that the company will begin three-day production weeks and may add a
fourth work day by early September.  "We intend to produce up to 250,000
pounds of Smart Chicken a week in order to meet the expected demand,"
Haskins added.  

MBA Poultry filed for bankruptcy protection from creditors under Chapter 11
in January. The 300-workforce plant closed after it encountered equipment
difficulties.  The Smart Chicken production uses an air-chilling process
rather than the traditional method of dumping birds into a large tank of
ice and water.


MOBILE ENERGY: Fifth Motion for Order Authorizing Use of Cash Collateral
------------------------------------------------------------------------
Mobile Energy Services Company, LLC and Mobile Energy Services Holdings,
Inc., seek a final order authorizing the debtors to use cash collateral
from September 1, 2000 through and including December 31, 2000.

Following August 31, 2000, absent obtaining consent of the Secured Parties
or Court authority to use cash collateral, the debtors will not have access
to funds with which to conduct their business, since substantially all of
the debtors' funds are cash collateral to which the secured parties assert
a perfected security interest.

The debtors require the use of cash collateral in order to conduct their
day to day operations including, but not limited to:

    * purchase of fuel and supplies
    * provide for the payment of operating
    * personnel's salaries
    * wages and benefits
    * maintaining insurance
    * paying maintenance expenses
    * various other overhead expenses.

If the debtors are authorized to use cash collateral, the debtors propose
to grant the Secured Parties replacement liens on the debtors' assets.

It is critical that the debtors be able to use cash collateral pursuant to
the Budget. The debtors submit that if they are forced to shut down their
operations, the debtors' business as a whole will be irreparably harmed.

Under such a scenario, the debtors' prospects for successful reorganization
will effectively be destroyed. Further, if the debtors cease business
operations, the value of the Debtors' assets, purportedly subject to the
Secured Parties' liens, will be significantly impaired.

According to the Budget of the debtor for the period September 1,
2000-December 31, 2000, operating cash requirements are as follows:
Total Operating Cash Requirements:

     Month Ending 9/30/2000    -   $7,434,460

     Month Ending 10/31/2000   -   $7,976,202

     Month Ending 11/30/2000   -   $8,354,784

     Month Ending 12/31/2000   -   $6,959,718


NATIONAL HEALTH: Looks at "Wide Range Of Alternatives" in Liquidity Squeeze
---------------------------------------------------------------------------
National Health Investors, Inc. (NYSE:NHI) (NYSE:NHIPr) announced that it
was addressing short-term liquidity demands by considering a wide range of
alternatives.

Two significant [working] capital needs are being addressed by the company:

    *  The first is the renewal of the existing $91 million revolving credit  
       facility, which matures on Oct. 10.

    *  The second is the maturity of the company's $38 million subordinated      
       convertible debenture issue, which matures on Jan. 2, 2001.

These maturing debt issue challenges are compounded by the lack of capital
available for health care REITs, nursing homes, and assisted living
facilities. The company's decision will be outlined at a special meeting of
the Board of Directors to be held on Sept. 12 to finalize NHI's strategy.  

The renewal in whole or in part of NHI's $91 million revolving credit
agreement which matures Oct. 10 is a top priority for the company.
Extensive negotiations are under way between NHI and the lending group, led
by Bank of Tokyo-Mitsubishi. Management believes that the facility will be
extended at a commercially reasonable rate of interest on or before its
maturity date. This rate is approximately 100 basis points higher than the
current facility. It is believed that this extension will require
approximately $40 million in principal reductions between now and year-end.

In order to adequately address this capital requirement, plus the impending
maturity of $38 million of subordinated convertible debentures on January
2, 2001, the company is considering several possible solutions. Capital
raising alternatives being considered include the orderly sale of some
assets; the delay, reduction or elimination of the company's third quarter
dividend; a rights offering to existing shareholders; and inducement for
current borrowers to prepay debt owed NHI. The company does not believe it
to be financially prudent to incur new debt at a much higher interest rate
in this volatile market. It is the Board of Directors intent to finalize
its course of action at a special meeting to be held on Sept. 12.

Whichever course of action the Board of Directors takes, the long-term goal
of NHI is to reduce its debt so as to remove the uncertainty of the payment
and amount of the dividend to shareholders in the future.

NHI is a long-term care real estate investment trust that specializes in
the financing of health care real estate by first mortgage and by purchase
and leaseback transactions. The common and preferred stocks of the company
trade on the New York Stock Exchange with the symbols NHI and NHIPr
respectively.


NIAGARA MOHAWK: EBITDA Declines and Net Losses Continue in Second Quarter
-------------------------------------------------------------------------
Niagara Mohawk Holdings, Inc. is the parent company of Niagara Mohawk Power
Corp., a regulated energy delivery company. In reporting its financial
results the company shows earnings before interest, taxes, depreciation and
amortization (EBITDA) for the 12 months ended June 30, 2000 were
approximately $1.16 billion, compared to approximately $1.29 billion in the
same period in 1999.

The company reported a loss for the second quarter of 2000 of $19.7
million, slightly improved over the second quarter in 1999, when the
company reported a loss of $36.0 million. Losses in both periods include an
extraordinary item to reflect the cost of the early retirement of debt,
which amounted to $0.9 million, in the second quarter of 2000, and $10.8
million, in the second quarter of 1999.

As a result of lower interest costs due to the retirement of over $1
billion in debt since the beginning of 1999, earnings in the second quarter
2000, as compared to the second quarter 1999, were improved by $13.3
million. Earnings in the second quarter 2000 were also improved by
approximately $8.0 million, due to lower operating expenses, primarily
related to Niagara Mohawk's customer service system, Y2K program costs, and
nuclear outage costs.

Earnings in the second quarter 2000, compared to the second quarter 1999,
were reduced by approximately $18.7 million, for the cost of higher
production at hydroelectric generating stations owned by Independent Power
Producers and by approximately $3.0 million, as a result of the second
phase of electricity price reductions implemented as part of Niagara
Mohawk's current electric regulatory agreement.

New York Independent System Operator charges further reduced second
quarter 2000 earnings by approximately $4.6 million. The NYISO, which
began formal operations on December 1, 1999, replaced the New York
Power Pool and now manages the bulk transmission system in New York.

"As expected, the company's earnings remain depressed while we continue to
amortize the costs of the Master Restructuring Agreement," said William E.
Davis, Chairman and Chief Executive Officer of Niagara Mohawk Holdings.
"Nevertheless, we remain committed to our strategy to retire debt and buy
back common stock. Since the start of 1999, we have retired over $1 billion
in debt and repurchased over 26 million shares of common stock."

The company reported a loss of $5.2 million for the six months ended June
30, 2000, as compared to earnings of $14.8 million for the six-month period
a year ago. Earnings for both six-month periods include extraordinary
charges related to the early retirement of debt: $0.9 million for the
period ended June 30, 2000, and $10.8 million for the period ended June 30,
1999. In addition, earnings for the six months ended June 30, 2000,
compared to the same period in 1999, were lower as a result of lower gas
gross margin, costs associated with the operation of the NYISO, higher
hydroelectric IPP production costs, and electric price reductions. These
reductions were partially offset by decreased interest costs.

Niagara Mohawk's electric revenues in the second quarter of 2000 were
$778.6 million, up 4.1 percent from the second quarter of 1999. Electric
revenues for the six months ended June 30, 2000 were $1,602.2 million, up
0.3 percent compared to the same period in 1999. Revenues from retail
customers decreased 4.4 and 8.1 percent, respectively, for the three-month
and six-month periods ended June 30, 2000, while revenues from
transportation, distribution and sales to other utilities increased 144.6
and 98.3 percent, respectively, compared to the three-month and six-month
periods in 1999.

Retail sales of electricity decreased 11.3 percent for the three-month
period ended June 30, 2000, and decreased 9.3 percent for the six-month
period ended June 30, 2000, as compared to the same periods in 1999. Retail
revenues and sales declined in part due to milder weather and lower prices,
and due to the fact that under retail choice more customers chose to buy
electricity from energy service providers.

Niagara Mohawk's natural gas revenues for the second quarter 2000 were
$138.9 million, up 13.4 percent from the second quarter of 1999. For the
six months ended June 30, 2000, natural gas revenues were $384.1 million,
up 4.1 percent, compared to the same period a year ago.

Retail sales of natural gas for the three months ended June 30, 2000
increased 15.1 percent, compared to the same period in 1999, due largely to
the cooler-than-normal weather. Retail sales of natural gas for the six
months ended June 30, 2000 decreased 1.4 percent, compared to the same
period in 1999. Total deliveries of natural gas, which include the
transportation of customer-owned gas, were up 19.7 percent for the three
months ended June 30, 2000, and up 4.1 percent for the six months ended
June 30, 2000, respectively, as compared to the same periods a year ago.
Transportation of customer-owned gas increased in both periods as more
customers are participating in Niagara Mohawk's retail access program.


QUEEN SAND: Comerica Bank Discloses 11.8% Equity Stake
------------------------------------------------------
Comerica Bank, a Michigan banking corporation, discloses in a regulatory
filing with the Securities and Exchange Commission its ownership of
6,600,000 shares of the common stock of Queen Sand Resources Inc., holding
sole voting powers over the stock.  The 6,600,000 shares represent 11.80%
of the outstanding common stock of Queen Sand Resources.


RELIANCE INSURANCE: A.M. Best Downgrades Financial Strength Rating To C
-----------------------------------------------------------------------
A.M. Best downgraded the financial strength rating of Reliance Insurance
Group, New York, from B (Fair) to C (Weak) and revised its under review
status from developing to negative.

The action follows the release of second-quarter earnings and a review of
stress scenario analyses related to the group's capital and liquidity
margin subsequent to its strategic shift from active operations to an asset
sale/run-off mode for many of its units.

Despite the fact that the group's runoff margin appears adequate to meet
its current obligations to policyholders, the financial strength of the
group is weak. The vulnerable rating reflects the increased uncertainty
related to its loss-reserve adequacy as demonstrated by the substantial
reserve charge taken in the second quarter of 2000, its second in two
years. Further, the company has a reduced liquidity margin stemming from
negative cash flows that have been exacerbated by the significant fall-off
in premium volume recently.

Further, the C rating reflects A.M. Best's belief that Reliance will not be
able to refinance its bank facility and public debt maturing in the latter
half of 2000. If Reliance cannot reach an acceptable agreement with its
debtholders, there is an increased likelihood that Reliance Group Holdings
will file for federal bankruptcy protection. Since the vast majority of the
group's assets and liabilities are held by the statutory entities, A.M.
Best believes there would then be an increased probability of regulatory
intervention.

In a separate action, the B (Fair) financial strength rating of Reliance
National Insurance Co. (Europe) Ltd. has been downgraded to C (Weak) and
remains under review with negative implications. This action, which equals
the rating of its domestic affiliates, is largely based on the weak
financial condition of its parent, Reliance Group Holdings Inc.


ROBERDS, INC: Order Authorizes Sale of Remaining Leases in Auction Process
--------------------------------------------------------------------------
Judge Thomas F. Waldron entered an order on August 3, 2000 authorizing the
sale of the remaining real property leases and real property of Roberds,
Inc. by auction or otherwise and setting a date to conduct an auction of or
otherwise sell the debtor's interest in real property leases and real
property of the debtor, scheduling a hearing to confirm sales, assumption
and assignment of leases and sales of real property; and approving bidding
procedures and terms and conditions of such auction.

The deadline for initial bids for Real Property Sites in order to qualify
for the Auction shall be August 14, 2000; and the auction shall take place
on August 17, 2000 at 11:00 AM at the office of Arter & Hadden LLP, 21st
Floor, 10 West Broad Street, Columbus, Ohio. A hearing on the confirmation
of the proposed sale, assumption and assignment of any leases and the
proposed sale of any real property sites by the debtor on August 29, 2000
at 9:00 AM.

    Schedule of Leases:

     Georgia
      5300 Frontage Road, Forest Park
      975 Dawsonville highway, Gainesville
      550 Franklin Road, Marietta
      6288 Dawson Blvd., Norcross
      2000 Holcombwoods Parkway, Roswell

     Indiana
      4741 East National Road, Richmond

     Ohio
      1243 Ash Street, Piqua
      300 East Main Street, Springfield
      1100 East Central Avenue, West Carrollton
      1000 East Central Avenue, West Carrollton

    Schedule of Owned Property:

     Florida
      4465 Gandy Blvd., Tampa
      116 East Fletcher Avenue, North, Tampa
      8905 US Highway 19 North, Port Richey

     Georgia
      4435 Atlanta Highway, Bogart,
      5960 Stewart Parkway, Douglasville
      1302 Highway 85 North, Fayetteville

     Ohio
      2675 Fairfield Commons, Beavercreek
      6196 Poe Avenue, Vandalia
      2377 Commerce Drive, Fairborn


SAFETY-KLEEN: Semmani Moves for Relief From Stay To Continue Utah Lawsuit
-------------------------------------------------------------------------
Khosrow B. Semnani, dba S.K. Hart Engineering, moves the Court for relief
from the automatic stay in order to continue prosecution of a 1995 lawsuit
pending before the United States District Court for the District of Utah.
The action seeks damages in excess of $24,400,000.00, based on claims for
breaches of contract, breaches of covenants of good faith and fair
dealing, and tortious interference with contractual arrangements.

The defendants, United States Pollution Control, Inc., aka U.S. Pollution
Control, Inc., et al. (nka Safety-Kleen (Lone and Grassy Mountain), Inc.)
and USPCL Inc. (nka Safety-Kleen Services, Inc.) filed their Answer to the
Complaint and asserted a Counterclaim in mid-1995.

Prior to the Petition Date, a substantial amount of written and deposition
discovery was undertaken and completed in the Utah Action. More than 36
depositions were taken by the Plaintiff, and the deadline for completing
discovery has passed. On September 22, 1999, the United States District
Court for the District of Utah denied the Defendants' Motions for Partial
Summary Judgment directed at Semnani's claims for:

    (1) tortious interference with economic relations;

    (2) entitlement to revenue from all activities at Defendants' Grassy
        Mountain Facility;
  
    (3) improper allocation of disposal revenues as transportation revenues;

    (4) breach of the covenant of good faith and fair dealing; and

    (5) diverting business to another subsidiary owned by defendant USPCI,
        Inc. from Grassy Mountain.

The United States District Court for the District of Utah ruled that
Semnani was entitled to proceed to trial on each of the these 5 claims.
Most recently, the Defendants moved to preclude the admissibility of
reports and testimony by Plaintiff's expert witnesses. Those motions have
been briefed, and hearings on the motions were conducted on April 27,
2000, and May 4, 2000. Following the hearings, the District Court
requested additional briefing. All requested briefing has been concluded
with respect to one witness. Briefing with respect to another witness was
stayed at the Petition Date.

The Utah Court has scheduled a ten-day, non-jury trial to commence on
February 12, 2001.

By this Motion, Semnani seeks relief from the Automatic Stay to prosecute
the Utah Litigation to the point of a final, non-appealable judgment.

The Debtors will not be prejudiced in this action, Semnani argues, because
the claim must eventually be liquidated. Semnani focuses on the relatively
advanced stage of the Utah Litigation and the fact that a trial is
scheduled for February 12, 2001.

Neil B. Glassman, Esq., and Christopher P. Simon, Esq., of The Bayard Firm
in Wlmington, represent Mr. Semnani in the Debtors' chapter 11 cases.
Gary A. Weston, Esq., of Nielsen & Senior in Salt Lake City represent Mr.
Semnani in the Utah Action. (Safety-Kleen Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHOWSCAN ENTERTAINMENT: Files for Chapter 11 Protection in California
---------------------------------------------------------------------
Showscan Entertainment (OTC Bulletin Board: SHOW) announced that it has
filed a voluntary petition to reorganize under Chapter 11 of the United
States Bankruptcy Code. Under Chapter 11, Showscan will continue to operate
its businesses under court protection, while working out a plan for
reorganization. The petition was filed in the U.S. Bankruptcy Court for the
Central District of California.

To facilitate the Company's restructuring activities, Showscan's Board of
Directors determined that seeking voluntary reorganization was in the best
interests of the Company and its shareholders. The Company's single largest
creditor, a Swiss financial institution, has formally agreed to work
cooperatively with Showscan's management to assist in future operations.
Dennis Pope, Showscan President and Chief Executive Officer, said, "While
the decision to file was a difficult one, it represents the best
alternative for Showscan at this time. This filing will allow us to
minimize the impacts on our day-to-day operations."

Mr. Pope further noted, "We are very grateful for the support that our
customers, our suppliers and our worldwide business partners have shown for
us during this difficult period. We are especially thankful for the
continued loyalty and support of our dedicated employees."
Mr. Pope added, "We will do our best to ensure that there will be no
significant disruption of our ongoing business activities, including film
licensing and distribution, customer services and technical support,
marketing and attraction sales, or of our ability to serve our customers,
both present and future."

Showscan is an international leader in production, distribution and
exhibition of exciting movie-based attractions shown in large format
theatres worldwide. Showscan's simulation attractions and special venue
theatres are open or under construction in 24 countries around the globe,
located in theme parks, cinema multiplexes, expos, festivals, world's
fairs, resorts, shopping centers, casinos, museums, location based and
family entertainment centers, and other tourist destinations. It is
estimated that over 100 million people worldwide have experienced a
Showscan Entertainment attraction. Showscan has created business alliances
and relationships with some of the leading companies in the entertainment
industry worldwide. The Showscan camera system, used by Showscan in
creating the world's premier entertainment attractions and experiences, was
awarded a Scientific and Engineering Achievement Academy Award(TM) in 1993
by the Academy of Motion Picture Arts and Sciences. For more information,
visit Showscan on the Internet at www.showscan.com.


SOUTHERN MINERAL: Announces Second Quarter & Six Months Financial Results
-------------------------------------------------------------------------
Southern Mineral Corporation (OTC Bulletin Board: SMOP) announced financial
and operating results for the second quarter and six months ended June 30,
2000.

                         Second Quarter Results

For the second quarter of 2000, the Company reported a net loss of $1.4
million or a loss of $0.11 per share on revenues of $7.7 million, compared
to a net loss of $3.6 million or a loss of $0.28 per share on revenues of
$6.2 million for the same period in 1999. Average daily production
decreased 23% to 22.7 million cubic feet of gas equivalent ("Mmcfe") from
29.3 MMcfe in the second quarter of 1999. Discretionary cash flow before
restructuring and bankruptcy costs was approximately $4.2 million for the
second quarter of 2000, compared to $1.1 million for the same period in
1999.

Oil and gas revenues for the second quarter of 2000 were $7.7 million,
compared to $6.2 million for the same period in 1999. An increase in
average realized product prices more than offset a decline in production on
a quarter to quarter comparison. Oil and natural gas liquids ("NGL's")
production decreased 20% to 165,992 barrels. There was also a decrease in
natural gas production of 25% to 1,070 million of cubic feet ("MMcf") in
the second quarter of 2000, compared to 1999. Canadian production levels
for the second quarter of 2000 are lower than comparable production levels
in 1999 due in part to the sale of certain properties and other factors
including normal production declines. Domestic production levels are lower
due primarily to the sale of the mineral and royalty interests in the first
quarter of 1999, the sales of Brushy Creek and Texan Gardens Fields in the
third quarter of 1999 and other factors including normal production
declines.

The decreased production was offset by an average realized oil and NGL
price increase of 77% from $14.23 per barrel in the second quarter of 1999
to $25.13 per barrel in the second quarter of 2000. Average realized
natural gas prices increased 48% to $3.14 per thousand of cubic feet
("Mcf") during the first quarter of 2000, compared to $2.12 per Mcf in same
period a year earlier.

                              Six Months Results

For the six months ended June 30, 2000, the Company reported a net loss of
$ 0.3 million or a loss of $0.02 per share on revenues of $15.1 million,
compared to a loss of $0.7 million or a loss of $0.05 per share on revenues
of $16.9 million during the previous period. Average daily production for
the period was 23.1 MMcfe compared to 32.1 MMcfe in 1999. Discretionary
cash flow before restructuring and bankruptcy costs was approximately $8.5
million for the first six months of 2000, compared to $1.8 million for the
same period in 1999.

The 1999 period included a $5.1 million gain on the sale of assets.
Excluding the non-recurring gain, the Company experienced a net loss during
the first six months of 1999 of $5.8 million or $0.45 per share.

Oil and gas revenues for the first six months of 2000 were $15.1 million,
compared to $11.9 million for the same period in 1999. Oil and NGL's
production decreased 18% to 361,783 barrels. There was also a decrease in
natural gas production of 35% to 2,035 MMcf in the first half of 2000,
compared to 1999. Canadian production levels for the first half of 2000 are
lower than comparable production levels in 1999 due in part to the sale of
certain properties and other factors including normal production declines.
Domestic production levels are lower due primarily to the sale of the
mineral and royalty interests in the first quarter of 1999, the sales of
Brushy Creek and Texan Gardens Fields in the third quarter of 1999 and
other factors including normal production declines. Average daily
production decreased 28% to 23.1 MMcfe from 32.1 MMcfe in the first half of
1999.

The decreased production was offset by an average realized oil and NGL
price increase of 110% from $11.95 per barrel in the first half of 1999 to
$25.08 per barrel in the first half of 2000. Average realized natural gas
prices increased 38% to $2.62 per Mcf during the first half of 2000,
compared to $1.90 per Mcf in same period a year earlier.

                            Recent Developments

The Company and its wholly-owned subsidiaries, BEC Energy, Inc., Amerac
Energy Corporation, SMC Ecuador, Inc. and SMC Production Company ("Debtor
Subsidiaries") emerged from Bankruptcy on August 1, 2000. On October 29,
1999, the Company and its Debtor Subsidiaries filed voluntary petitions for
relief under Chapter 11, Title 11 of the United States Code, in order to
facilitate the restructuring of the Company's long-term debt, revolving
credit, trade debt and other obligations. The filings were made in the U.S.
Bankruptcy Court for the Southern District of Texas, Victoria Division
("Bankruptcy Court") and were consolidated for administrative purposes. The
Company and its Debtor Subsidiaries operated as debtors-in-possession
subject to the Bankruptcy Court's supervision and orders.

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


STAGE STORES: Keen & Hilco Real Estate to Organize Auction of 107 Leases
------------------------------------------------------------------------
Stage Stores, the Houston, Texas-based family department store chain that
also operates as Bealls and Palais Royal, is offering for sale 107 leases
in 30 states, it was announced by Keen Realty and Hilco Real Estate
Services. Keen Realty and Hilco Real Estate Services are real estate firms
specializing in restructuring retail real estate and lease portfolios and
selling excess assets. Stage Stores filed for Chapter 11 Bankruptcy
protection in June of this year.

"The rents on many of the Stage Stores leases are in the single-digits and
they are located in central business districts and major retail corridors
largely concentrated in South Texas, Mississippi and Louisiana," said
Matthew Bordwin, Keen Realty's vice president. "Given the price and
location of these leases, it is a tremendous opportunity for a retailer who
is looking to expand into these areas. A court approved auction will be set
for sometime in September but we have the ability to make deals now and
pull properties from the auction," added Mitch Kahn, president of Hilco
Real Estate.

Available to users and investors are 107 leases in 30 states, with 23
leases in Texas, followed by 8 leases in Mississippi, 7 leases in
Louisiana, 7 leases in Minnesota, 6 leases in Kansas, and 6 leases in South
Dakota, among other states. The store sites range from 5,000 square feet to
35,000 square feet, with the average size being 20,000 square feet. Rents
for the locations start as low as $1.50/ square foot.

For almost 20 years, Keen Realty has had extensive experience solving
complex problems and evaluating and selling real estate, leases and
businesses in bankruptcies, workouts and restructurings. Having consulted
with over 130 clients nation-wide, evaluated and disposed of over
165,000,000 square feet square of properties, as well as repositioned
nearly 9,000 stores across the country, Keen Realty is a leader in
identifying strategic investors and partners for businesses.

Hilco Real Estate Services brings strategic understanding and insight from
senior management experience in both major retail operations and diverse
real estate properties. Hilco has completed acquisitions totaling in excess
of 5,000,000 square feet and has disposed of over 20,000,000 square feet.
Inquiries regarding the bankruptcy sale of the Stage Stores Inc.'s leases
should be addressed to Keen Realty, LLC., 60 Cutter Mill Road, Great Neck,
New York 11021, Telephone: 516/482-2700, Fax: 516/482-5764, e-mail:
krc2@keenconsultants.com Attn: Matthew Bordwin or Hilco Real Estate
Services, 1 Northfield Plaza, Northfield, IL 60093, Telephone: 847/501-
6185. Fax: 847/501-6195, e-mail: ALieber339@aol.com.


SUN HEALTHCARE: Stipulation To Reject Sunbridge Leases In CT and WA States
--------------------------------------------------------------------------
The Debtors sought and obtained the Court's approval of a Stipulation of
Settlement with SPT Sun Properties Trust and SPT Sun II Properties Trust to
amend a certain lease relating to four parcels of nonresidential real
property, thereby permitting the Debtors to dispose of four long-term
healthcare facilities, three of which are Connecticut Facilities and one is
a Washington Facility:

    (1) Wescott Care Center in Killingly (Danielson), Connecticut;

    (2) Windham Hills Healthcare Center in Willimantic, Connecticut;

    (3) Waterford Health and Rehabilitation Center in Waterford,
         Connecticut;

    (4) Phoenix Rehabilitation Center in Seattle, Washington.

SunBridge is the lessee and a sublessor of all four facilities. With
respect to the Washington Facility, SunBridge also leases certain personal
property and fixed assets to Evergreen Washington Healthcare Seattle LLC
for the monthly rental amount of $7,828.

As at July 2000, SunBridge's unpaid postpetition rental and tax obligations
amount to approximately $1,269,969 and Evergreen's arrearages under both
the Sublease and the Fixed Asset Lease amount to approximately $585,000.

The Debtors contemplate to reject the Connecticut Leases and will assume
and assign the Washington Lease to the Landlord's designee, SPTMISC
Properties Trust. In addition, SunBridge will assume and assign the
sublease and personal property lease to SPTMISC respect to the Washington
Lease.

The Debtors agree to pay the Landlord the Settlement Payment of $565,000
and remit to the Landlord the $85,000 security deposit received from
Evergreen under the Sublease, and will assign to SPTMISC any claims or
rights they may have against any sublessee in possession of the Washington
Facility. Upon receipt of the Settlement Payment and the Security Deposit,
the Landlord will waive and release any claims against the Debtors. The
Landlord will also indemnify the debtors for any claims for damages from
any sublessee in possession of the Washington Faciltiy. The Landlord may
enter judgment against the Debtors in the Massachusetts Superior Court,
directing that the Debtors' funds which were attached prepetition be turned
over to the Landlord in partial satisfaction of the Settlement Payment.(Sun
Healthcare Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


TBS INTERNATIONAL: Confirmation Hearing on Joint Plan Set for Sept. 25
----------------------------------------------------------------------
The debtors are part of the TBS Enterprise, which is an international ocean
transportation services organization that, along with direct and indirect
subsidiaries and related companies under common control, operates
liner/parcel services on two principal cargo routes, transporting high
value, time-sensitive cargoes, and targeting premium markets not
efficiently served by bulk or container vessel operators.

TBS International, a Bermuda company, is the ultimate parent among the
debtors. By order dated August 3, 2000, the US Bankruptcy Court for the
Southern District of New York approved the Disclosure Statement with
respect to Third Amended Joint Plan of Reorganization of debtors under
Chapter 11 of the Bankruptcy Code.

The hearing on confirmation of the plan is scheduled for September 25, 2000
at 11:30 AM, US Bankruptcy Court, Room 701, One Bowling Green, New York, NY
10004.

Any objections to confirmation of the plan must be filed with the clerk of
the Bankruptcy Court, no later than 5:00 PM on September 8, 2000, with
copies to counsel for the debtors, Gibson, Dunn & Crutcher LLP, 200 Park
Avenue, New York, NY, and Milbank, Tweed, Hadley & McCloy LLP, 1 Chase
Manhattan Plaza, New York, NY and Office of the U.S. Trustee, 33 Whitehall
Street, 21st Floor, New York, attn: Pamela J. Lustrin.

In essence, the plan provides for a recapitalization of the debtors to
reduce the liabilities of, and the debt service owed by the debtors to more
manageable levels, with the intention that the businesses of the debtors
may return to profitability. The plan accomplishes this primarily by
implementing a Restructuring Agreement entered into among certain of the
debtors and the holders of a majority of the Notes, under which the Notes
are to be cancelled and the holders thereof are to receive the New
Securities.

The plan and the scheme (between the Holders of the First Preferred Ship
Mortgage Notes and TBS Shipping) are premised upon a restructuring
agreement that principally provides for the modification of the debtors'
obligations to holders of Series A First Preferred Ship Mortgages Notes.
Such Notes, in the aggregate amount of $110 million constitute the largest
claims in the Chapter 11 cases.

All of the debtors, with the exception of TBS International and Asia-
America Ocean Carriers Ltd. are obligated on the Notes, either as the
issuer or as the guarantors. The Notes are secured by vessels owned by
certain of the debtors and the capital stock of the vessel-owning
subsidiary guarantors. These vessels, together with the shares of both
debtor and non-debtor subsidiaries, are the primary assets in the Chapter
11 cases.

TBS International is a holding company that has no material assets other
than the share of TBS Shipping and no material liabilities. Asia-America
charters a vessel, known as the Comanche Belle, which is its primary asset
and the source of its primary obligations.

The plan contains two plans of reorganization: the first a consolidated
plan for all of the debtors other than Asia-America and the second a
separate plan for Asia-America.

Under the consolidated plan, all claims other than those relating to the
Notes will be paid in full and when due. Of the $110 million of the Notes
outstanding, $50 million will be amended and restated, and the remaining
$60 million of the Notes, together with accrued and unpaid interest on the
original aggregate principal amount of $110 million and other charges
through the Effective Date, will be cancelled and discharged.

The holders of Noteholder Claims will receive amended and restated debt
securities and new equity securities. Such Securities are referred to in
the plan as amended and restated first note, new preferred shares, new
Class C Common Shares, New Series A preferred warrants and New Series B
preferred warrants.

The Amended and Restated First Notes will be secured by all of the assets
of the debtors and will be guaranteed by the debtors and certain
affiliates. The issuer of the Amended and Restated First Notes will be TBS
shipping.

The Asia-America plan will provide for the treatment of the claims relating
to the Comanche Belle.

The plan is based upon the debtors' business plan prepared by existing
management and approved by the Board of Directors of the debtors. Pursuant
to the plan all claims and equity interests in the debtors will be
satisfied or discharged.

The Bermuda Court has convened a meeting of the Scheme Creditors for
September 22, 2000 at 11:00 AM, at which time the Scheme Creditors will be
entitled to vote in person on the Scheme.


TEU HOLDINGS: Selects Fox and Associates as Broker and Auctioneer
-----------------------------------------------------------------
TEU Holdings, Inc., et al., applies to the Bankruptcy Court to employ Fox
and Associates Partners, Inc. as real estate broker and auctioneer, nunc
pro tunc to August 8, 2000.  Any objections must be filed with the
Bankruptcy Court so as to be received on or before August 18, 2000 at 4:00
PM.

The debtors seek to employ Fox as part of their liquidation efforts, in
order to maximize the value of the property which the debtors believe will
no longer be necessary to their operations by the time a sale on the
property can be closed. The debtors submit that the employment of Fox is in
the best interest of the debtors' estates and the best interest of the
creditors.

Generally, a Buyer Premium of 10% added to the highest bid and included in
the total purchase price paid by the buyer to the debtors.
For the property 1309 Exchange Alley, Fox shall earn a commission of 1% of
the Purchase price up to $1.1 million. Additionally, on the net amount over
$1.1 million Fox shall earn 20%; however total compensation shall not
exceed 5% of the purchase price.

For the property 19-21 South 13th Street: Fox shall earn a commission of
0.5% of the total purchase price up to $550,000. Additionally, on the net
amount over $550,000 Fox shall earn 30%; however total compensation shall
not exceed 5% of the purchase price.


UNICAPITAL CORP: Lenders Waive Covenant Violations through August 31
--------------------------------------------------------------------
For the three months ended June 30, 2000, UniCapital Corporation (NYSE:UCP)
reported a net after-tax loss of $193.8 million, or a diluted loss per
share of$3.40, compared to net income of $4.6 million, or diluted earnings
per share of $0.09, in the same quarter a year ago. Included in the net
after-tax loss of $193.8 million are special pre-tax charges of $68.4
million that include: $55.2 million of goodwill impairment charges,$6.7
million of restructuring and other nonrecurring charges and$6.5 million of
additional provision for credit losses. Revenue from continuing operations
for the quarter increased by 51% to $99.7 million, from $65.9 million for
the three months ended June 30, 1999, as a result of growth of the lease
portfolio of the Company's Technology and Finance Group and Business Credit
Group.

As previously reported, the Company decided to exit its Big Ticket Division
business and has since developed and implemented a plan to divest all ssets
of the Big Ticket Division within one year. Therefore, during the second
quarter of 2000, the Company discontinued the operations of the Big Ticket
Division for financial reporting purposes. As a result, the Company
recorded a net after-tax charge of$123.1 million. This charge represents
the loss on disposal of the Big Ticket Division, including a pre-tax
provision of $33.2 million for operating losses during the phase-out
period, as well as the results from operations of the discontinued Big
Ticket Division.

Following the appointment of new senior management, the Company reached a
decision to discontinue certain operations and re-deploy capital to the
more profitable business units in its Finance Division. In addition to the
discontinuation of the Big Ticket Division, during the three months ended
June 30, 2000, the Company decided to exit the operations of two companies
in the Business Credit Group and one company in the Technology and Finance
Group. The Company wrote-off $55.2 million of goodwill related to these
three companies.

The Company's lenders have waived or amended financial covenants to avoid
defaults that would have occurred as a result of the Company's financial
results for the second quarter. These waivers and modifications will expire
August 31. The Company and its lenders are continuing negotiations with
respect to further modifications.

From April 1 to June 30, UniCapital's Finance Division originated 2,703
total leases with an aggregate equipment cost of $256.8 million, an 8.3%
decrease in lease originations from the same period the previous year.

As of June 30, 2000, UniCapital had total equity of $376.8 million and
total debt of $1.3 billion. This translates into a debt-to-equity ratio of
3.4x, compared to 3.8x as of December 31, 1999. As of June 30, 2000, the
Company's tangible net worth was $45.8 million, or$0.80 per outstanding
share.

The Company's Finance Division reported a 6.56% delinquency ratio (greater
than 30 days past due) on its "at-risk" portfolio as of June 30, 2000,
compared to 5.77% the prior quarter.

The Company added an additional $3 million to its general loss allowance
due to the growth of the Company's lease portfolio and the resulting
increase in credit exposure. Also, the Company recorded additional bad-debt
expense of approximately $6.5 million for an increase in the allowance for
credit losses due to several bankruptcies and general credit deterioration
of several customers of the Finance Division. Net charge-offs were 124
basis points of the average net investment in the "at-risk" portfolio for
the three months ended June 30, 2000. As a result, forecasted losses for
the full year have been increased to 120 basis points.

UniCapital Corporation provides asset-based financing in strategically
diverse sectors of the commercial equipment leasing industry. Based in
Miami, UniCapital originates, acquires, sells and services equipment leases
and arranges structured financing in the middle market, small ticket and
computer and telecommunications segments of the commercial equipment
leasing industry.  For more information, visit the company's Web site at
http://www.unicapitalcorp.com.


UNITED COMPANIES: Announces Agreement on Modified Plan Of Reorganization
------------------------------------------------------------------------
United Companies Financial Corpoation (OTC:UCFNQ) reached an agreement with
a representative of the holders of Subordinated Debenture Claims and the
Official Committee of Equity Security Holders to support a modified plan of
reorganization to be filed shortly by United Companies in connection with
the chapter 11 cases of United Companies and certain of its subsidiaries,
which cases are pending in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington. The Equity Committee has agreed to withdraw its
competing plan of reorganization and both the Equity Committee and such
representative of the holders of Subordinated Debenture Claims have agreed
to withdraw objections filed with the Bankruptcy Court to the previously
announced sale of United Companies' whole loan portfolio and residual and
other interests and servicing rights to EMC Mortgage Corp.

For voting purposes and mailing of notices related to the modified plan of
reorganization, June 30, 2000 is the Record Holder Date for the holders of
claims and interests. The voting deadline is 4:00 PM Eastern time on
September 11, 2000. A hearing to consider confirmation of the modified plan
of reorganization is scheduled to commence on September 13, 2000.  

United Companies Financial Corporation is a specialty finance company that
historically provided consumer loan products nationwide and currently
provides loan services through its lending subsidiary, UC Lending(R). The
Company filed for chapter 11 on March 1, 1999.


VENCOR: Debtors' Motion For Approval of Sixth Amendment To DIP Facility
-----------------------------------------------------------------------
Judge Walrath approved the terms of a Sixth Amendment to Vencor, Inc.'s
debtor-in-possession financing facility to extend the maturity until
September 30, 2000.  The Amendment also revises certain covenants.

Vencor advised the Court that it has also entered into a Commitment Letter
with certain of the DIP lenders to finance an amended and restated debtor-
in-possession credit agreement in an aggregate principal amount of $90
million.

The Restated DIP, the Debtors explain, will become effective in the event
the Company became involved in a legal proceeding against Ventas, Inc.,
concerning the Spin-Off Transactions or the Master Lease Agreements. A suit
against Ventas would constitute an event of default under the existing DIP
Financing Facility. The Restated DIP Facility would have a one-year term
beginning on its effective date. The consummation of the Restated DIP is
subject to other customary conditions contained in the Commitment Letter.
(Vencor Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


* Pepperidge Farm, Inc., Offers Bankruptcy Claims for Sale
----------------------------------------------------------
Pepperidge Farm, Inc., is offering its claims against these chapter 11
estates for sale to the highest bidder:

      Debtor                       Claim Amount
      -----                        ------------
      Bradlees                       $70,000
      Jitney Jungle                  398,000
      Bruno's                        203,000
      Almacs                          30,000
      Valu Foods                      77,000
      Victory Markets                 30,000
      Schwegman                       61,000

Contact Patrick Williams at Pepperidge Farm, Inc. (203/846-7071) for
further information.


* Bond pricing for the week of August 14, 2000
----------------------------------------------
Data is supplied by DLS Capital Partners, Inc.

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                      13 - 15 (f)
Advantica 11 1/2 '08                       67 - 69
Asia Pulp & Paper 11 3/4 '05               67 - 69
Conseco 9 '06                              66 - 67
E & S Holdings 10 3/8 '06                  40 - 43
Fruit of the Loom 6 1/2 '03                50 - 52 (f)
Genesis Health 9 3/4 '05                    9 - 11 (f)
Globalstar 11 1/4 '04                      25 - 27
GST Telecom 13 1/4 '07                     48 - 51 (f)
Iridium 14 '05                              4 - 5 (f)
Loewen 7.20 '03                            33 - 35 (f)
Paging Network 10 1/8 '07                  38 - 40 (f)
Revlon 8 5/8 '08                           51 - 53
Service Merchandise 9 '04                   7 - 9 (f)
Trump Atlantic 11 1/4 '06                  71 - 73
TWA 11 3/8 '06                             38 - 40

                               *********

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
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                     * * * End of Transmission * * *