TCR_Public/000829.MBX             T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Tuesday, August 29, 2000, Vol. 4, No. 169


APB ONLINE: Withdraws $950,000 Bid for
CARMIKE CINEMAS: Shares Resume Trading on NYSE Under QCKE Symbol
CELLNET DATA: Order Confirms Liquidating Plan of Reorganization
CERPLEX GROUP: Committee Taps Traub Bonacquist & Fox As Lead Counsel
CLARIDGE HOTEL: Order Authorizes Expanded Employment of US Bancorp Libra

CLUB DEVELOPMENT: Case Summary and 7 Largest Unsecured Creditors
COLORADO GREENHOUSE: New Mexico Greenhouses to be Sold to Repay Debts
DIMAC HOLDINGS: Hires New President and General Manager for MBS Muiltimode
FRUIT OF THE LOOM: BVD Wants Adams-Millis Trademark License in New Hands
GENESIS/MULTICARE: Debtors' Motion To Honor Carrier & Warehouse Claims

GIBBS CONSTRUCTION: Bankruptcy Court Confirms Plan of Reorganization
GLENOIT CORPORATION: Court Approves $15.7M DIP Financing From Lenders
GLOBAL TISSUE: Committee Seeks Authority to Hire Klehr, Harrison
GREEN MOUNTAIN: Fitch Downgrades Credit Ratings & Continues Negative Watch
GST TELECOMMUNICATIONS: Time Warner To Purchase Assets for $690 Million

HARNISCHFEGER INDUSTRIES: Employs Froriep Renggli as Special Swiss Counsel
HEILIG-MEYERS: Moody's Downgrades Senior, Sub & MacSaver Ratings to 'Ca'
INNOVATIVE CLINICAL: Confirmed Plan Converts $100 Million Debt to Equity
INTEGRATED HEALTH: SouthTrust's Motion to Compel Production Of Documents
IRIDIUM, LLC: CMC International Offers $30 Million for Satellites

KAISER GROUP: Hatch Group Completes Purchase of Metals & Mining Business
LAROCHE INDUSTRIES: Orica Offers $44 Million for Ammonium Nitrate Business
LEAR CORP.: Moody's Assigns Ba Ratings to Auto Supplier's New Debt
LOIS/USA, INC.: Asks for Extension through November 30 to File a Plan
LTC PROPERTIES: Moody's Lowers All Ratings & Reviewing for Downgrades

MARINER POST-ACUTE: Proposes Alternative Dispute Resolution for Tort Claims
MARKEL CORP.: Moody's Lowers Debt Securities Ratings And Subsidiary Ratings
MASSACHUSETTS HEAVY: Shipyard Has Until Dec. 1 To Pull Itself Together
MIRON BUILDING: Home Decor Retailer Files For Bankruptcy Protection
NATIONAL RESTAURANTS: Order Confirms Second Amended Joint Plan

NORTHERN MOUNTAIN: Helicopter Concern Applies for CCAA Protection
NORTHWESTERN CORP: Moody's Changes Rating Outlook From Stable to Negative
PATHMARK STORES: Defends Third-Party and Non-Debtor Releases Under Plan
PREMIER SALONS: Optimistic a Plan Will be Filed before Santa Claus Arrives
PRISON REALTY: Announces Settlement Accord in Stockholder Litigation

PSI INDUSTRIES: Order Confirms Amended Liquidating Plan of Reorganization
RELIANT BUILDING: Committee Selects DSI as Its Financial Advisors
RENAISSANCE COSMETICS: Will GE Capital Abandon Liens on Causes of Action?
ROBERDS, INC: Port Richey & Beavercreek Properties Fetch $6.6 Million
SUN HEALTHCARE: SunDance Therapists Move to File Class Proof Of Claim

SUNSHINE MINING: Case Summary and 20 Largest Unsecured Creditors
SUPPLY ONE: Case Summary and 20 Largest Unsecured Creditors
SURE SAVE: Plan Says Secret Hawaiian Investor Paying $6MM to Own Chain
TEXAS HEALTH: Disclosure Statement Hearing Continued to September 26
TIME WARNER:  Moody's Places Ratings On Review For Possible Downgrade

UNITED ARTISTS: Debt-to-Equity Conversion Gives Anschutz 60% Ownership
VENCOR: Debtors' Fifth Motion to Extend Exclusive Periods -- to Nov. 28


APB ONLINE: Withdraws $950,000 Bid for
APB Online Inc., operator of and the only media company
exclusively covering crime, justice and safety, said it obtained court
permission today to sell its assets at an auction on Sept. 1 in the U.S.
Bankruptcy Court for the Southern District of New York.  The minimum bid
will be $950,000.

If the minimum bid is not met, the court will auction portions of the
company's assets in lots.  Proceeds from the sale will be used to satisfy
the claims of creditors.

APB has operated under Chapter 11 bankruptcy protection since July 5.
Bidders must pre-qualify by either posting a $25,000 bond; presenting a
bank letter certifying availability of cash or credit; or by allowing a
review of financial statements to certify ability to perform.

On Aug. 23, Inc., advised APB Online Inc., that it would not
fund a debtor-in-possession borrowing agreement and that it would not
permit its subsidiary, New APB News, to complete the purchase of assets
under the terms in the purchase and sale agreement that the parties
executed on Aug. 18.

The borrowing agreement and purchase agreements were the subject of a joint
news release earlier this week and were to have been the subject of a
hearing before the court on Sept. 1.

The proposed sale to would have been subject to any higher
offers from third parties. At a hearing before the court today, counsel for and New APB News advised the court that her client still had
an interest in bidding on the assets.

"While we are disappointed in's actions, we intend to
continue publishing our award-winning content while seeking to maximize
returns to creditors," said Marshall V. Davidson, APB Online chairman and
chief executive officer.

APB Online was organized and financed in August 1998, launching
in November 1998. It raised capital through a second private to
institutional investors in August 1999 at a valuation of $104 million.
A financing that began in March failed when the market valuation of
virtually all Internet content companies, public and private, declined
substantially in April.

On June 5, the company announced that it had exhausted its funding and
terminated employees, but would continue to publish. Since that
announcement, the site has continued daily posting of its award-winning
content and has received additional journalism awards. On June 19, the
company said it had rehired some employees after two weeks of volunteer

Founded in 1998, is the principal operating division of APB
Online Inc., a privately held communications company based in New York. is the first media outlet exclusively covering crime, justice
and safety issues -- together the most intensively followed subjects in
media. gets revenues from program sponsorships and e-commerce
partners, and from syndication and licensing of its branded content to
major Web sites, television, radio, newspapers, magazines, book publishers
and wireless devices.  The site is produced in a New York City newsroom
staffed by veteran newspaper and television journalists, as well as
freelancers nationwide. Among its professional awards are the first Scripps
Howard Foundation National Journalism Award for Web Reporting, the first
Society of Professional Journalists' Sigma Delta Chi Award for Excellence
in Online Journalism Deadline Reporting, and a special citation for body of
work in the first online award by Investigative Reporters and Editors Inc.
Brill's Content recently named one of the best news sites on
the Internet. is dedicated to the public's right to know,
providing accurate, expert, contextual, fair and responsible coverage of
crime, justice and safety.

CARMIKE CINEMAS: Shares Resume Trading on NYSE Under QCKE Symbol
The New York Stock Exchange announced that it completed its review of the
continued listing status of Carmike Cinemas, Inc. -- ticker symbol CKE --
and that trading in the common stock will recommence under the ticker
symbol QCKE.

The NYSE halted trading on August 8, 2000 in order to review the Company's
continued listing status due to the Company's announcement on the same day
that it had filed for protection under Chapter 11 of the U.S. Bankruptcy

The Company is not currently below any of the NYSE's quantitative continued
listing criteria. However, if as the NYSE continues to monitor events at
the Company, the Company does fall below any of the quantitative standards,
the NYSE will reevaluate the continued listing of the Company's security.

The NYSE noted that it may, at any time, suspend a security if it believes
continued dealings in the security on the NYSE are not advisable.

CELLNET DATA: Order Confirms Liquidating Plan of Reorganization
By order entered on August 16, 2000 by the Honorable Peter J. Walsh, US
Bankruptcy Court, District of Delaware, the amended and restated joint
consolidated liquidating plan of reorganization dated as of July 11, 2000
of Cellnet Data Systems, Inc., et al. is confirmed.  There are no
objections to the substantive consolidation of the debtors and their

CERPLEX GROUP: Committee Taps Traub Bonacquist & Fox As Lead Counsel
The Official Committee of Unsecured Creditors of The Cerplex Group, Inc.,
seeks authority to employ Traub Bonacquist & Fox as its attorneys, nunc pro
tunc to August 4, 2000.

The Committee proposes that compensation will be payable to the firm on an
hourly basis. The firm's current standard hourly rates are $305-$450 for
partners, $295-$350 for of counsel, $260-$270 for associates and $120 for

The professional services that the Firm will provide the Committee include:

    a) To provide legal advice to the Committee with respect to its duties
        and powers in these cases;

    b) To assist the Committee in its investigation of the acts, conduct,
        assets, liabilities, and financial condition of the debtors, the
        operation of the debtors' businesses and the desirability of the
        continuance of such businesses, and any other matter relevant to the
        case or to the formulation of a plan;

    c) To participate in the formulation of a plan of reorganization;

    d) To assist and advise the Committee in its examination and analysis of
        the conduct of the debtors' affairs and the cause of its insolvency.

    e) To assist and advise the Committee with regard to its communications
        to the general creditor body regarding the Committee's
        recommendations on any proposed plan of reorganization;

    f) To assist the Committee in requesting the appointment of a trustee or
        examiner, should such action become necessary;

    g) To review and analyze all applications, orders, statements of
        operations and schedules filed with the court by the debtors or
        other third parties and advise the Committee as to their propriety,
        and a, after approval by the Committee, object or consent thereto on
        its behalf; and

    h) To perform such other legal services as may be required and in the
        interest of the creditors including, but not limited to, the
        commencement and pursuit of such adversary proceeding as may be

Based upon the affidavit of Michael S. Fox, a member of the firm, the
Committee believes that the firm represents no other entity in connection
with these cases and is disinterested.

CLARIDGE HOTEL: Order Authorizes Expanded Employment of US Bancorp Libra
The Honorable Judith J. Wizmur, US Bankruptcy Court, District of New
Jersey, entered an order on August 11, 2000 granting the application of the
Official Committee of Secured Noteholders for authority to expand the
retention of its Financial Advisor, U.S. Bancorp Libra, to permit marketing
of the debtor's and/or the assets of the estates for sale to a third party.

CLUB DEVELOPMENT: Case Summary and 7 Largest Unsecured Creditors
Debtor:  Club Development, LLC
          3120 South Rainbow Blvd., Suite 204
          Las Vegas, NV 89146

Chapter 11 Petition Date:  August 23, 2000

Court:  District of Nevada

Bankruptcy Case No:  00-16376

Judge:  Robert C. Jones

Debtor's Counsel:  Brett A. Axelrod, Esq.
                    McDonald Carano Wilson McCune et al.
                    2300 W. Sahara, Suite 1000
                    Las Vegas, NV 89102
                    (702) 873-4100

Total Assets:  $ 1 Million above
Total Debts :  $ 1 Million above

7 Largest Unsecured Creditors

Andrew Lessman
c/o Kent Larsen, Esq.
777 N. Rainbow, #380
Las Vegas, NV 89107                     $ 1,150,000

Bryan Bond
2431 Santiago Drive
Newport Beach, CA 92660                 $ 1,150,000

Patleen Investments, Inc.
1255 Armacost Avenue
Los Angeles, CA 90025                     $ 601,000

Sun West Bank
P.O. Box 81710
Las Vegas, NV 89180                       $ 284,000

Nevada State BAnk
P.O. Box 990
Las Vegas, NV 89125                       $ 278,383

Larry Miller                              $ 237,000

Jeff Taylor                               $ 180,000

Kenneth Subia
14841 South 6th Place
Phoenix, AZ 85048                          $ 58,201

COLORADO GREENHOUSE: New Mexico Greenhouses to be Sold to Repay Debts
The Associated Press reports that Farm Credit Services, which loaned $20
million to rebuild operations in Estancia and Grants may have trouble
getting back their money. "Farm Credit Services loaned Colorado Greenhouse
the money to build the New Mexico greenhouses," said Clovis attorney
Richard Rowley, who represents Farm Credit Services of the Mountain Plains
PCA. "Farm Credit Services will likely be granted a judgment against
Colorado Greenhouse and the only way (others) are going to get their money
is if the properties (greenhouses) sell for more than what is offered by
Farm Credit Services." Riley filed a foreclosure lawsuit in Aug. 8 in
Estancia on behalf of Farm Credit. Martin Wehr, chief executive officer for
Colorado Greenhouses, said a few days after the foreclosure lawsuit was
filed that the greenhouses were close to being sold, but that he could not
give details on the buyer. The Estancia facility closed on Feb. 11 and
Grants operation shut down in January.

DIMAC HOLDINGS: Hires New President and General Manager for MBS Muiltimode
DIMAC Holdings, Inc., et al., seeks bankruptcy court authority to employ
James Christopher McDonald as President and General Manager of MBS
Multimode, Inc.  As President and General Manager, McDonald's primary
responsibility is to improve MBS's P&L Balance sheet by, among other
things, developing customer strategies and strategic initiatives that will
ensure long-term competitive viability.

McDonald will be employed for a one-year term with automatic extensions for
subsequent one-year terms unless either MBS or McDonald provides notice of
termination of the Employment Agreement, and receive a base salary of
$250,000 per year.  Additional compensation payable includes a signing
bonus of $50,000, a guaranteed bonus of $25,000 and eligibility for an
incentive bonus for each fiscal year commencing with 2001 in the target
amount of 40% of base salary.

The debtors will use their best efforts to implement a management stock
option plan as part of a confirmed plan of reorganization for the debtors
pursuant to which McDonald would receive a portion of the stock options to
be provided to management of the reorganized debtors under such plan.

FRUIT OF THE LOOM: BVD Wants Adams-Millis Trademark License in New Hands
BVD Licensing Corp., a wholly owned subsidiary of Fruit of the Loom, Inc.,
seeks Bankruptcy Court authority to reject a Trademark License Agreement
with Adams-Millis Corporation.

BVD Company Inc., predecessor-in-interest to BVD, tells Judge Walsh that
it entered into an agreement with Armored Hosiery Corporation in 1958 to
license its trademark in the manufacture and sale of hosiery and slipper
socks, among other merchandise. In 1971, Maro Hosiery Corporation assumed
Armored Hosiery's interest under the License Agreement. Subsequently Maro
merged and changed its name to Adam-Millis Corporation, the current
licensee. Adams-Millis is a subsidiary of Sara Lee. Sara Lee owns Hanes,
the main direct competitor to Fruit of the Loom.

BVD receives royalty royalties equal to 2% on all items sold by Adam-
Millis under that trademark. The minimum payment is $60,000 annually if
sales targets are not met. BVD hasn't seen more than the minimum for
years, meaning Adam-Millis' sale of items bearing that trademark total
less than $3,000,000 annually.

Fruit of the Loom finds the current agreement is as irritating as
threadbare underwear. Adam-Millis isn't pressing sales of Adam-Millis
trademarked products and BVD is not benefiting from the exposure of its
trademark to consumers. Because BVD is a core asset, the Debtors tell Judge
Walsh, the Debtors want to put the trademark in the hands of someone who
will promote the name and pay higher royalties. Fruit of the Loom's
business judgment dictates that the Debtors must reject the existing
licensing agreement with its major competitor and enter into a new
licensing agreement with an entity that is not a direct and substantial

Fruit of the Loom advises the Court that it has received preliminary
indications of interest from non-competitive third parties willing to pay
more than the $60,000 annual minimum.  (Fruit of the Loom Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENESIS/MULTICARE: Debtors' Motion To Honor Carrier & Warehouse Claims
In the ordinary course of their business, the Genesis Health Ventures,
Inc., and The MultiCare Companies, Inc., utilize the services of United
Parcel Service and various other commercial common carriers to receive
goods from suppliers, and to ship, transport, and deliver goods from their
pharmacies or warehouses to customers outside the Debtors' own delivery

The Debtors also utilize the services of some third-party warehouses to
store medical supplies, equipment, medical records, and corporate records.

The Debtors pay the Common Carriers according to published tariffs,
contractual rates, or the corporate rates charged by individual carriers
and pay the Warehouses in accordance with either the volume of merchandise
stored or a flat rate.

GHV estimates that as of the commencement date, the Common Carriers are
owed approximately $250,000 for prepetition Common Carrier Charges and the
Warehouses are owed approximately $100,000 for prepetition Warehouse

Multicare estimates that they owe the Common Carriers approximately $27,000
for prepetition charges, and owe the Warehouses approximately $9,000 for
prepetition Warehouse Charges.

The Debtors note that payment of such charges and fees gives the Common
Carriers and Warehouses no more than that to which they are already
entitled because state laws grant an entity that furnishes services or
materials with respect to goods, such as a common carrier or warehouse, a
possessory lien on such goods to secure payment for such charges and
related expenses, and section 9-310 of the Uniform Commercial Code grants
creditors such as common carriers and warehouses holding possessory liens,
a priority in payment over consensual lien creditors.

On the other hand, if the Debtors do not pay the prepetition Common Carrier
Charges, the Common Carriers may refuse to ship the Debtors' goods to their
customers. This would severely disrupt the Debtors' businesses.

The Debtors submit that these amounts, estimated at approximately $350,000,
are de minimis in comparison to the value that the Debtors' estates will
receive from an uninterrupted supply of goods.

Accordingly, the Debtors sought and obtained authority pursuant to sections
105(a), 361, and 363 of the Bankruptcy Code to pay the undisputed amounts
owed to the Common Carriers and to the Warehouses in respect of the
Warehouse Charges, and to discharge the liens, if any, that the Common
Carriers and Warehouses have on the goods in their possession.  
(Genesis/Multicare Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GIBBS CONSTRUCTION: Bankruptcy Court Confirms Plan of Reorganization
Gibbs Construction, Inc. (Pink Sheets:GBSE) announced that it has received
Court confirmation of its Plan of Reorganization. Gibbs filed a Petition
pursuant to Chapter 11 of the United States Bankruptcy Code on April 20,
2000 after suffering heavy losses on hotel construction projects. The
Company has continued to operate in its normal course of business pending
approval of its Plan of Reorganization.

The Company's plan, which is expected to be effective the last week of
September 2000, centers on an agreement with its major secured creditor
whereby a portion of the creditors debt will be converted to equity, the
establishment of a liquidating trust for the benefit of unsecured
creditors, and an asset acquisition and subsequent consolidation with
Thacker Asset Management, LLC.

Thacker is an Atlanta based minority owned business enterprise providing
construction related services to the private and public sectors. It is
expected Gibbs stock, currently traded on pink sheets, will trade on the
OTC (Bulletin Board).

Company President, Danny Gibbs, stated, "We were extremely pleased at the
overwhelming balloting in favor of Gibbs' Plan of Reorganization which will
allow the Company to emerge from bankruptcy."

GLENOIT CORPORATION: Court Approves $15.7M DIP Financing From Lenders
Pending a final hearing, Glenoit Corp. (X.GLN) has won interim court
approval to borrow up to $15.7 million under a debtor-in-possession credit
agreement provided by a group of lenders led by pre-petition agent BNP
Paribas, Federal Filings, Inc., reports.  According to a motion filed by
the fabric, rug and textile manufacturer, the $15.7 million represents a
borrowing base plus an overadvance of $13 million, for a total of up to $65
million, less outstanding borrowings under a pre-petition revolver and
outstanding letters of credit under a pre-petition credit line. (ABI 25-

GLOBAL TISSUE: Committee Seeks Authority to Hire Klehr, Harrison
The Official Committee of Unsecured Creditors of Global Tissue LLC applies
to retain Klehr, Harrison, Harvey, Branzburg & Ellers LLP as its counsel,
effective as of July 26, 2000.

Klehr Harrison will:

    a) Attend hearings in the cases and in related proceedings, as

    b) Review applications and motions filed in connection with the case;

    c) Communicate with and advise the Committee on all matters and legal
        issues arising in the case or related proceedings and periodically
        attend meetings of the Committee;

    d) Attend meetings with, and negotiate with, the representatives of the

    e) Assist and advise the Committee in its examination and analysis of
        the debtor's affairs;

    f) Assist the Committee in its review, analysis and negotiations of any
        financing or cash collateral agreements;

    g) Assist the Committee in its review of proposed offers to purchase
        substantially all of the assets of the debtor, participate in and
        oversee the auction process, and further assist the Committee in all
        aspects of the sale process;

    h) Assist the Committee in the review, analysis and negotiation of any
        Chapter 11 plan(s) that may be filed an to assist the Committee in
        the review, analysis and negotiation of the disclosure statement
        accompanying any Chapter 11 plan(s);

    i) Assist the Committee in its review of any potential causes of action
        available to or for the benefit of the debtor's estate.

Klehr Harrison will bill at its normal hourly rates. The principal
attorneys and paralegals designated to represent the Committee and their
current hourly rates are:

    Joanne B. Wills           $375
    Morton R. Branzburg       $350
    Jeffrey Kurtzman          $325
    Steven K. Kortanek        $275
    Maria April Sawczuk       $260
    Ty Workman(paralegal)     $105

GREEN MOUNTAIN: Fitch Downgrades Credit Ratings & Continues Negative Watch
Fitch has downgraded the credit ratings of Green Mountain Power Corporation
(GMP) to below investment grade and has maintained the ratings on Rating
Watch Negative. Approximately $103 million of debt and preferred securities
are affected. The resulting ratings are as follows:

Green Mountain Power:         From    To
                               ----    --
    a) First Mortgage Bonds    'BBB'  'BB+'

    b) Unsecured MTNs (shelf)  'BBB-' 'BB-'

    c) Preferred Stock         'BB+'  'B+'

The downgrade reflects GMP's increased cash requirements related to higher
power supply expenses and its severely limited financial flexibility
resulting from the continued delay and uncertainty surrounding final
resolution to the pending rate case. The company's financial viability
remains highly dependent on the granting of adequate rate relief by the
regulators. GMP has little latitude or ability to withstand adverse
developments prior to the dissemination of the final rate order. As a
result, Fitch believes the company's financial and qualitative
characteristics are no longer commensurate with an investment-grade credit.
The watch status also remains in effect, pending the outcome and subsequent
review of the upcoming rate order.

GMP's ratings incorporate past disallowances by the Vermont Public Service
Board (VPSB) of purchased power costs, which contributed to GMP's financial
instability. The uncertain public policy and regulatory environment
continues to negatively impact GMP's credit quality and access to capital
and bank markets.

The recent higher purchase power expenses include those incurred to meet
GMP's obligation to sell to Hydro Quebec (HQ) under the 9701 option. This
purchase power situation has negatively impacted credit protection
measures, heightened supply risk, increased financial burden and reduced
liquidity. Under the 9701 option, HQ can call (from GMP) energy at a below-
market, fixed price of approximately $26/MWh with 60 days notice. Recently,
HQ provided notice to GMP, exercising its option from the period of
September 2000 through February 2001. GMP has entered into contracts to
cover its supply position during September and October and is evaluating
hedging alternatives for the remaining period. Nonetheless, borrowing
requirements are expected to increase to fund this supply obligation,
further constraining GMP's liquidity position. Lacking unexpected liquidity
needs, it appears GMP should have adequate revolving credit facilities
available to fund its presently forecasted near term cash needs. Favorably,
HQ's increased calls in 2000 will benefit future periods, as the total
amount awarded to HQ under the option is exhausted sooner.

GMP will be filing testimony shortly to rebut the disallowances ordered by
the VPSB in its 1998 rate case and correspondingly, to support a request
for a 3.9% rate increase to cover escalating purchase power expenses and to
comply with certain accounting standards (FAS 5 and 71). The VPSB is
expected to issue an order in late 2000 or early 2001, which should lead to
closure of GMP's long-standing rate case. The effective date of the
requested $10 million rate increase is January 1, 2001. Should GMP fail to
obtain an adequate level of permanent rate relief, GMP's financial
viability would likely be threatened. Favorably, the VPSB has twice before
granted extended stays (of the rate case) and approved two previous
'temporary' rate increase requests by GMP. Proposed rate setting
initiatives now being debated, if ultimately approved, would quite
significantly stabilize the company's financial prospects. Additionally,
GMP has successfully implemented strong cost reduction measures. The
company's re-engineering program, which includes a sizable workforce
reductions, along with lower capital expenditures and lower rent expense,
should yield substantially reduced O&M expenses in 2000.

GMP, an investor-owned electric utility based in Colchester, Vermont,
serves approximately 83,000 customers in Vermont.

GST TELECOMMUNICATIONS: Time Warner To Purchase Assets for $690 Million
Time Warner Telecom Inc. (Nasdaq: TWTC) and GST Telecommunications, Inc.
announced an agreement for Time Warner Telecom to purchase substantially
all the assets of GST Telecommunications, Inc., excluding the substantial
majority of GST's Hawaii assets and residual cash balances, for $690
million. The consideration consists of cash and assumption of certain
assumed liabilities. The agreement is subject to the execution of a
definitive purchase agreement, approvals of the U.S. Bankruptcy Court for
the District of Delaware and other customary terms and conditions.

"This agreement complements our aggressive expansion plans to introduce
robust broadband products and solutions to business customers in additional
U.S. markets," said Larissa Herda, Time Warner Telecom's President and CEO.
"We look forward to the synergies and opportunities this agreement offers
to customers, employees and shareholders."

"The combination of GST's assets and Time Warner Telecom's strengths should
produce exciting benefits for customers of both companies," said Tom
Malone, Acting CEO of GST. "We expect the transition process to be smooth,
and intend to communicate openly and frequently with our customers,
vendors, and employees throughout the process."

GST had filed on May 17, 2000 in the U.S. Bankruptcy Court for the District
of Delaware for protection under Chapter 11 of the U.S. Bankruptcy Code.
GST sought and received Bankruptcy Court approval to proceed with an open
bidding procedure for the auction of substantially all of its assets. The
auction was conducted from August 22 to 25, 2000. GST appeared before the
U.S. Bankruptcy Court for the District of Delaware today and received
approval to conclude the bidding process and proceed toward a sale to Time
Warner Telecom Inc. The agreement is expected to close later this year
subject to granting of the final sales order by the court and regulatory
and other approvals.

Time Warner Telecom Inc., headquartered in Littleton, Colorado, is a leader
in building local and regional fiber optic networks to deliver its
comprehensive suite of communications products and services to business
customers. The company currently provides "last mile" broadband data, voice
and Internet connections in 22 U.S. metropolitan markets. Los
Angeles/Orange County, Calif. and Dayton, Ohio markets plan to launch this
year with five additional markets planned for launch in 2001. For more
information, visit

GST Telecommunications, Inc., an Integrated Communications Provider (ICP)
headquartered in Vancouver, Wash., provides a broad range of integrated
telecommunications products and services, including enhanced data and
Internet services and comprehensive voice services throughout the United
States, with a robust presence in California and the West. Facilities-based
GST continues to focus on its western regional strategy by anchoring its
next generation networks in local markets and connecting them via long haul
fiber networks. Visit GST's Web site at

HARNISCHFEGER INDUSTRIES: Employs Froriep Renggli as Special Swiss Counsel
Harnischfeger Industries, Inc., looks to the U.S. Bankruptcy Court in
Wilmington, Delaware, for authority to retain of Froriep Renggli as its
special foreign counsel because of FR's expertise regarding Swiss law.

The Debtors intend to employ FR to advise and assist them in connection
with matters relating to a Proof of Claim filed by Mitsui & Co. (U.S.A.),
Inc. against Harnischfeger Corporation d/b/a P&H Mining. The Claim is
based upon a contract that is governed by Swiss law. The Debtors believe
that the engagement of FR is essential to P&H's defense against the Claim.
In connection with the matter, other attorneys or paralegals may also
render their services to the Debtors from time to time.

The Debtors believe that the attorneys at FR are well qualified to act on
P&H's behalf, given their extensive knowledge and expertise regarding
Swiss contract law as well as their litigation experience.

FR is already employed by the Debtors as an ordinary course professional,
but the capacity for which the Debtors now seek to employ FR is beyond the
scope of work ordinary course professionals are authorized to perform.

The Debtors represent that to the best of the Debtors' knowledge, FR does
not have any connection with the Debtors, their creditors, or any other

In accordance with section 330(a) of the Bankruptcy Code, the Debtors
agree to pay FR on an hourly basis, plus reimbursement of actual,
necessary expenses. The primary attorneys who will be handling matters
related to the Claim and their current standard hourly rates are:

         Dominique Brown-Berset     500 Swiss Francs
         Arielle Visson             300 Swiss Francs
         Sabine Rotilio             300 Swiss Francs

The hourly rates are subject to periodic adjustments to reflect economic
and other conditions. FR's Swiss Franc bills will be converted to and
payable in U.S. Dollars according to rates published in the Wall Street
Journal on the date that the fee application covering the bills is filed
with the Court by FR.

In addition, FR will charge the Debtors for all other expenses incurred in
connection with the Debtors' case such as telephone and telecopier toll,
photocopying, mail and other charges, in accordance with FR's policy.
(Harnischfeger Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

HEILIG-MEYERS: Moody's Downgrades Senior, Sub & MacSaver Ratings to 'Ca'
Moody's Investors Service downgraded the senior implied rating of Heilig-
Meyers Co. to Ca from Caa1. Moody's also downgraded the senior issuer and
senior unsecured debt ratings of its subsidiary, MacSaver Financial
Services, Inc., which is guaranteed by Heilig-Meyers, to Ca from Caa1.
MacSaver's debt is guaranteed by Heilig-Meyers.

The Ca ratings reflect uncertain recovery for noteholders following the
companies' bankruptcy filing in August 2000. Heilig-Meyers has petitioned
the court to allow it to close over one-third of its store base. Doing so
would significantly change the company's profile as an ongoing entity. The
stores remain the primary collection point for receivables. Moody's
believes that this magnitude of store closings would impact the recovery
potential for receivables. While most receivables have been securitized,
Heilig-Meyers retains about $300 million of receivables on its books which
represent unsecured receivables or subordinated interests in

Moody's does not rate the current bank facility. However, Moody's notes
that collateral provisions under that agreement and repayments made under
the prior facility are in question because they occurred within 90 days of
the Chapter 11 filing.

Heilig-Meyers co., headquartered in Richmond, Virginia, is the largest
stand-alone furniture retailer in the U.S.

INNOVATIVE CLINICAL: Confirmed Plan Converts $100 Million Debt to Equity
Innovative Clinical Solutions, Ltd. (OTC Bulletin Board: ICSL.OB) announced
that on August 25, 2000 the U.S. Bankruptcy Court confirmed the Company's
reorganization plan to convert its $100 million debt into common equity.
The Company expects to implement the plan and officially emerge from the
Chapter 11 process within two weeks.

The Company intends to capitalize on its strengthened financial position to
expand and integrate its 3 core business lines; Clinical Studies, Network
Management and Healthcare Research.

"We are excited to have completed this process so quickly," stated Michael
Heffernan, President and CEO of ICSL. "This financial recapitalization was
a key step in the restructuring of our company, as we now have the
financial flexibility needed to aggressively implement our growth plan."

Innovative Clinical Solutions, Ltd., headquartered in Providence, Rhode
Island, provides services that support the needs of the pharmaceutical and
managed care industries. The Company integrates its pharmaceutical services
division with its provider network management division to create innovative
solutions for its customers. The Company's services include clinical and
economic research and disease management, as well as managed care functions
for specialty and multi-specialty provider networks including more than
5,000 providers and close to 10 million patients nationwide. The Company's
components include ICSL Clinical Studies, ICSL Healthcare Research and ICSL
Network Management.

INTEGRATED HEALTH: SouthTrust's Motion to Compel Production Of Documents
SouthTrust Bank asks the Court to compel certain of the Debtors to produce
the Year 2000 Budgets relating to the business operations and financial
condition of the respective Facilities:

    (1) IHS at Heritage Forest Lane, Inc.

    (2) IHS at Heritage Place, Inc.

    (3) IHS at Heritage Village, Inc.

    (4) IHS at Heritage Manor Canton, Inc.

    (5) Integrated Health Services at Heritage Oaks, Inc.

    (6) Integrated Health Services at Winterhaven, Inc. and

    (7) All other IHS Debtors with the Budgets under its possession
         SouthTrust complains that the Debtors continue to use and operate
         the Facilities but have failed and refused to make any payments to
         SouthTrust for such use.

Therefore, SouthTrust filed a Stay Motion to secure either a return of the
Facilities or adequate protection payments to compensate for the continued
deterioration in its position in the Facilities.

In conjunction with the Stay Motion, SouthTrust served upon counsel for the
Debtors requests for production of documents. Counsel for the Debtors
produced documents responsive to most of the specific requests made in the
requests but informed SouthTrust that they would not produce the Budgets
for the Facilities because the information in the Budgets constitutes trade
secrets. However, SouthTrust later learned that the Debtors had shared the
Budgets with third parties including the Committee!

SouthTrust tells the Judge that the information contained in the Budgets is
crucial for SouthTrust to identify the ongoing deterioration of the
Facilities and the Debtors' projections in this regard. Specifically,
SouthTrust says that it did not receive specific information regarding
Prospective Payment System. It has requested that for each of the
facilities, the Debtors supply information on:

    (a) PPS conversion date

    (b) average rate as of July 2000 based upon existing utilization

    (c) pre-PPS Medicare rates

    (d) whether facilities are full federal or in phase-in and

    (e) projected Year 2001 rate based upon existing laws and currrent

SouthTrust argues that it is for the person resisting discovery to first
establish that the information sought is a trade secret and demonstrate
that is disclosure might be harmful. Case law, SouthTrust says, has defined
"trade secret" or "confidential information" as "information, which, if
disclosed, would cause substantial economic harm to the competitive
position of the entity." SouthTrust contends that, while the debtors cannot
prove that the information contained in the Budgets constitute trade
secrets or confidential information, such information is necessary to
SouthTrust, which has a first priority perfected security interest in the
Facilities, in prosecuting the Stay Motion. Therefore, SouthTrust asks the
Court to compel the Debtors to immediately produce the Budgets for
inspection and to make available for inspection the specific documentation
regarding PPS.

                        The Debtors' Objection

The Debtors argue that SouthTrust is not entitled to the relief because:

    (1) SouthTrust, an admittedly undersecured creditor, cannot prove a
         diminution of its interest in the collateral;

    (2) the Intercompany Agreements are not true leases;

    (3) Southtrust has failed to provide the required expert testimony to
         support its motion.

The Debtors explain that IHS Acquisition leased and operated the six
skilled nursing facilities:

    (i)    Heritage Forest Lane, Dallas, Texas,

    (ii)   Heritage Place, Mesquite, Texas,

    (iii)  Heritage Village, Richardson, Texas,

    (iv)   Heritage Manor Canton, Canton, Texas,

    (v)    Heritage Oaks, Arlington, Texas and

    (vi)   Winterhaven, Houston, Texas

IHS Acquisition acquired its leasehold interest in the Facilities by
assignment from Horizon/CMS Healthcare Corporation. IHS Acquisition also
acquired by assignment from Horizon a purchase option on each of the
Facilities. Rather than make a mortgage loan directly to IHS Acquisition,
the party with the right to purchase the Facilities, the transaction was
structured as an intercompany "lease" arrangement Thus, in the context of
the SouthTrust financing, IHS Acquisition assigned its rights to purchase
each of the Facilities to six newly created IHS subsidiaries-- Heritage
Forest Lane, Heritage Place, Heritage Village, Heritage Manor Canton,
Heritage Oaks and Winterhaven -- formed for the purpose of holding title to
the real property comprising the Facility after which it is named and
serving as a borrower under the SouthTrust financing.

Contemporaneously with the closing under the SouthTrust loan, each Borrower
exercised its option to purchase the real property constituting its
respective Facility, and entered into an Intercompany Agreement with IHS
Acquisition, pursuant to which IHS Acquisition "leased" each Facility from
each respective Borrower.

At closing, SouthTrust made a mortgage loan jointly to the Borrowers in the
principal amount of $53 million. The SouthTrust Loan is evidenced by a
single promissory note signed by each Borrower. The indebtedness to
SouthTrust is secured by, among other things, certain deeds of trust given
by each Borrower encumbering such Borrower's fee interest in its respective
Facility. Pursuant to an assignment of rents and leases, the "rents"
payable under each Intercompany Agreement are assigned to SouthTrust as
additional security for the loan. Pursuant to the terms of the Loan
Documents, IHS Acquisition, the licensed operator of each Facility, as
tenant, is supposed to remit payments to each respective Borrower, as
landlord. In turn, each Borrower is supposed to remit its allocable share
of the debt service to SouthTrust.

                          The Debtors' Argument

The Debtors contend that SouthTrust's motion to compel the Debtors to turn
over the Budgets is "fatally flawed" because it is premised on the
erroneous assumption that the Intercompany Agreements are true leases, and
that SouthTrust, as an alleged secured creditor, may compel compliance with
11 U.S.C. Sec. 365(d)(3) of the Bankruptcy Code.

Intercompany Agreements Vs. True Leases

The Debtors tell the Court that the Intercompany Agreements are not true
leases, but rather, a structuring device ancillary to an integrated
financing arrangement, the principal of which was to facilitate the
borrowing of $53 million from SouthTrust under a structure that
characterizes the debt service payments under the loan as "rents", which
purportedly would continue to be paid in the event of an IHS Acquisition
bankruptcy filing. The Debtors point out that the rents payable under the
Intercompany Agreements are due at the same time as, and in the amounts of,
debt service under the SouthTrust loan but are not tied to market rents for
each property, that the Intercompany Agreements and the Loan Documents are
interrelated, and no rent payments ever flowed between IHS Acquisition and
each respective Borrower. IHS Acquisition, the Debtors say, have never made
any payments to any of the Borrowers, whether characterized as rent or not,
and it is IHS, not IHS Acquisition or the Borrowers, that made prepetition
debt service payments to SouthTrust.

                        Value of the Facilities

According to the Debtors, SouthTrust makes only the most conclusory of
assertions concerning the critical requirement that the value of its
interest in collateral be declining as a result of the imposition of the
automatic stay.

The SouthTrust Appraisals performed by Stan T. Phillips, served upon the
Debtors in June, 2000, reflect an aggregate "as is" fair market value of
the Facilities of $51,200,000, the Debtors tell the Court. The Debtors draw
the Court's attention to Mr. Phillips' letter of transmittal to counsel for
SouthTrust, which, the Debtors point out, shows that he was not asked to
bring his expertise to bear on the prime issue of whether the imposition of
the stay is causing a diminution in the value of the Facilities, thereby
entitling SouthTrust to relief from the stay or adequate protection.

Moreover, SouthTrust has not presented any evidence that the Facilities are
not properly maintained. The Debtors say that they have continued to
maintain the Facilities.

That SouthTrust Is an Undersecured Creditor

The Debtors contend that since the SouthTrust Appraisals make no attempt to
assess any relevant change in value, they merely show that SouthTrust is an
undersecured creditor, and as such, is not entitled to accrue, let alone be
paid, interest on its claim.

Furthermore, the Debtors point out that SouthTrust places itself in the
status of an undersecured creditor because SouthTrust claims that as of the
filing date, the principal balance due under the SouthTrust Loan was
$51,336,803 while the SouthTrust Appraisals reflect an aggregate fair
market value of the Facilities of $51,200,000.

                        The Debtors' Conclusion

The Debtors therefore conclude that SouthTrust is not entitled to relief
under sections 362(d)(1) or 363(e) of the Bankruptcy Code bacause
SouthTrust cannot show a diminution in the value fo the Facilities, which
according to the Debtors, are not declining in value, and SouthTrust's
interest in the Facilities is adequately protected. Furthermore, the
Intercompany Agreements are not true, bona fide leases, but rather are
ancillary financing documents to the SouthTrust Loan transaction which are
not subject to section 365(d)(3) of the Bankruptcy Code. (Integrated Health
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-

IRIDIUM, LLC: CMC International Offers $30 Million for Satellites
CMC International in California, The Associated Press reports, submitted a
bid amounting to $30 million to save Iridium, LLC's 88 satellites and other
of its assets. Both Iridium and Motorola did not comment upon the company's
bid, leaving it unclear whether it was seriously considered by both
companies. The court filing states that, CMC bid was "revised in response
to developments in these proceedings and (Iridium's) request." But,
according to a Motorola spokesman, that his company is still pursuing on
destroying the satellites from orbit having talks to nobody.

Motorola Inc., already received an approval from the U.S. Bankruptcy Court
for the Southern District of New York to destroy the Iridium satellites.  
And as reported in the TCR on Aug. 25, Motorola has already notified
subscribers using Iridium's services that service is ending.  

KAISER GROUP: Hatch Group Completes Purchase of Metals & Mining Business
Kaiser Group International, Inc. (OTC Bulletin Board: KSRG) completed the
sale of its metals, mining and industry business unit to The Hatch Group of
Canada, a leading provider of engineering services to the metals and mining
sectors. Kaiser's metals, mining and industry business unit includes
operations related to iron and steel, alumina and aluminum and mining and

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 The Hatch Group on July 6, 2000. The asset sale
was approved by the Delaware Bankruptcy Court on August 17, 2000.

                     About Kaiser Group International

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.

                          About The Hatch Group

Headquartered in Mississauga, Ontario, Hatch is a global supplier of
technical and strategic services, including consulting, process
development, engineering, information technologies, project management and
construction to the mining, metallurgical, infrastructure and energy
industries worldwide. With more than 3,000 employees in 40 offices
worldwide, the employee-owned Hatch Group has annual fees of more than $300

LAROCHE INDUSTRIES: Orica Offers $44 Million for Ammonium Nitrate Business
LaRoche Industries has selected Orica Nitrogen LLC as the winning bidder
for its ammonium nitrate business. The purchase price for the assets will
total about $44 million and includes all four of LaRoche's ammonium nitrate
manufacturing plants.

A hearing has been set for Thursday at the U.S. Bankruptcy Court in
Wilmington, Delaware, to approve the sales transaction.  Orica Nitrogen LLC
is an affiliate of Orica USA Inc., which is headquartered in Englewood, CO.
Orica USA's parent company, Orica Limited, is the leading international
manufacturer and distributor of explosives.

LaRoche Industries, headquartered in Atlanta, is a manufacturer of
nitrogen, chlor-alkali and fluorocarbon chemical products, with operations
in the United States, Germany and France. The company's ammonium nitrate
manufacturing plants are located in Alabama, Missouri, Illinois and Utah;
employ about 250 employees; and have a combined production capacity of 1.1
million tons annually.

LEAR CORP.: Moody's Assigns Ba Ratings to Auto Supplier's New Debt
Moody's Investors Service has assigned a (P)Ba1 long-term debt rating to
Lear Corporation's (Lear) $1 Billion universal shelf registration. The
rating actions reflect the rating agency's view that Lear's business
prospects in the near-to-intermediate term are good, even if North American
vehicle production cools. In addition, the company has made meaningful
progress in integrating the UT Automotive acquisition and costs have been
taken out ahead of plan. Also, debt reduction from increased cash flow and
net proceeds from asset sales is in the initial stages. Moody's noted
however, that Lear remains an active participant in the consolidation
occurring in the automotive supplier industry and new investment
opportunities could utilize excess cash flow, resulting in higher leverage
than planned. Therefore, Lear's rating outlook remains negative.

Ratings assigned are: (P)Ba1 for senior, unsecured debt securities, (P)Ba2
for senior subordinated, unsecured debt securities, (P)Ba3 for
subordinated, unsecured debt securities, and (P)"ba3" for preferred
securities issued pursuant to a 415 universal shelf registration.

The rating agency noted that while the UT Automotive acquisition has
enabled Lear to provide total interior systems to its customers while
expanding margins and content per car, the company's balance sheet and
financing flexibility have been weakened and are not expected to be rebuilt
in the near term. Moreover, debt reduction from free cash flow and
potential asset sales beyond the sealant and foam rubber sales will take
time. In addition, improvement in leverage may be partially be offset by
moderate share repurchase and acquisition activities. However, Moody's
recognizes that Lear has been able to successfully take out costs, expand
margins, and produce record financial results in the first half of 2000.
Similar financial performance is expected for the full year. Although debt
reduction is in its early stages, management's commitment to reduce debt
will be one of the essential factors in any revision of the rating outlook.

Lear Corporation, headquartered in Southfield, MI, provides products and
systems for automotive interiors and electronics and is the world's fifth-
largest automotive supplier.

LOIS/USA, INC.: Asks for Extension through November 30 to File a Plan
Lois/USA, Inc., and its debtor-affiliates, by their attorneys, Togut, Segal
& Segal LLP seek an order extending the exclusive periods within which they
may file a Chapter 11 plan and solicit acceptances thereto.

The debtors, on a consolidated basis, have outstanding account receivables
of approximately $23 million. The debtors have sent out demand letters;
initiated negotiations to resolve the outstanding accounts receivables;
have initiated adversary proceedings; and collected some of the outstanding
accounts receivable.

The debtors, on a consolidated basis, have almost 2,000 creditors and
approximately 800 proofs of claims have been docketed by the court. In
addition, the Committee has commenced an adversary proceeding against the
Lenders, seeking $40 million in damages for bad faith and

The outcome of this action will impact the debtors' plan and the ultimate
recovery by general unsecured creditors. The debtors seek entry of an order
further extending the debtors' exclusive period for filing a Chapter 11
through and including November 30, 2000 and the debtor's exclusive period
obtaining acceptances of any such plan through January 31, 2001.

LTC PROPERTIES: Moody's Lowers All Ratings & Reviewing for Downgrades
Moody's Investors Service lowered its rating on the subordinated debt of
LTC Properties, Inc. to B3, from B2, and its cumulative preferred stock
rating to "b3", from "b2". Moody's also placed the ratings of LTC under
review for further possible downgrade.

According to Moody's, these rating actions reflect the status of LTC's
negotiations with its bank group regarding the renewal of its credit
facility, and the potential implications if not consummated. LTC is heavily
reliant on its $195 million bank credit facility, which matures October
2000 and is nearly 90% drawn. One of its bank group members, Bank of
America, has indicated it will not renew the unsecured credit facility
unless it obtains altered terms. The rating actions reflect the uncertainty
surrounding the credit facility renewal and, if renewed, the potential
implications of a secured credit facility which would structurally
subordinate bond and preferred stock holders. Other rating factors include
the possibility of higher pricing, which would place downward pressure on
its coverage ratios. The ratings continue to reflect a geographically well-
diversified portfolio and an established track record of operating in the
long-term healthcare facility business.

Moody's rating review will focus on the REIT's refinancing challenges, and
its ability to stabilize its operating performance.

The REIT's ratings also reflect LTC's heightened leverage, significant
variable rate exposure, tight liquidity position, relatively small size and
limited financial flexibility. Additional concerns include pressure from
continued healthcare industry challenges, including difficulties faced by
its tenants.

The following ratings were lowered and placed under review for possible
further downgrade:

    * LTC Properties, Inc.
        a) Senior unsecured debt shelf to (P)B1, from (P)Ba3;

        b) subordinated debt to B3, from B2;

        c) cumulative preferred stock to "b3", from "b2";
        d) non-cumulative preferred stock shelf to (P)"caa", from (P)"b3".

LTC Properties, Inc. [NYSE: LTC], headquartered in Oxnard, California, USA,
is a real estate investment trust which invests in long-term care and other
healthcare facilities. The REIT's investments encompass 262 skilled nursing
facilities, 95 assisted living facilities, and six schools, located in 36
states throughout the USA. The REIT also invests in mortgage loans and
REMICs. As of June 30, 2000, the REIT had total assets of approximately
$712 million (book).

MARINER POST-ACUTE: Proposes Alternative Dispute Resolution for Tort Claims
To expedite the resolution of pre-petition tort claims initiated against
them either before or after petition, Mariner Post-Acute Network, Inc., and
Mariner Health Group, Inc., sought and obtained the Bankruptcy Court's
approval of the Alternative Dispute Procedures.

The Debtors reveal that there are approximately 650 such Pending Actions
for contingent, disputed and in many cases unliquidated claims against the
Mariner Group, mostly related to personal injury or employment.
Approximately 50 of the personal injury claimants have filed motions for
relief from automatic stay and these have already distracted the Debtors'
key employees from the important task of reorganization. The Debtors
observe that liquidating these claims in the Bankruptcy Court will not be
feasible or proper and resolving them through litigation in any court will
be time-consuming and a drain on resources.

Moreover, any time and cost associated with litigation is not in the best
interests of the Claimants either, the Debtors contend, given the Debtors'
large self-insured retention (SIR) which applies to defense costs,
potentially and indemnity, and given that payment of any dividend to
unsecured claimants is uncertain.

The Debtors therefore propose an ADR Procedure with provisions on:

(1) Service of ADR Claims

     Upon the entry of the ADR Order, Pending Actions on the Preliminary
      ADR Claims List will be subject to the ADR Procedures, upon the
      service of an ADR Notice by the Debtor. If the Debtors inadvertently
      omitted a Pending Action already in suit, the claimant may request
      inclusion of the claim in the ADR Procedures as an Additional ADR
      Claim. The Debtors intend to designate all claims of which they are
      aware and which are not in active litigation as Additional ADR Claims.

(2) Injunction

     Commencing on the date of service of the ADR Notice, holders of ADR
      Claims will be enjoined from action to enforce their claims against
      the Debtors or their property other than through the ADR Procedure.
      Such injunction covers action against current or former employees of
      the Debtors, parties who are affiliated with or indemnified by the
      Debtors and the Debtors' insurance carriers. The ADR Injunction will
      expire upon the earliest of (i) one year after the date of the ADR
      Order; (ii) the completion of the ADR Procedure as to such ADR
      Claim; or (iii) the parties' entry into a stipulation to modify the
      automatic stay. In addition, ADR Claims will remain subject to the
      automatic stay under section 362 of the Bankruptcy Code after
      expiration of the ADR Injunction through the date of confirmation of
      a plan or plans of reorganization in the Debtors' chapter 11 cases,
      unless an earlier termination is ordered by the court or stipulated
      by the parties.

(3) Opt-Out Provision

     A Claimant may opt-out of the ADR Procedure by way of a Stipulation
      and obtain expedited relief from the automatic stay four months from
      the entry of ADR Order by agreeing: (a) to limit its recovery only to
      available insurance proceeds; (b) to dismiss with prejudice its
      claims against any of the Debtors' current or former employees,
      officers or directors named as defendants in the Pending Action; (c)
      not to name as a defendant any current or former employees, officers
      or directors of the Debtors or anyone the Debtors must indemnify as
      defendants in the Pending Action; and (d) to waive the right to
      pursue or recover punitive damages in the lawsuit.

     This waiving of the right to recover punitive damages is to assure
      that a Claimant cannot opt-out, receive a large punitive damages
      award in a case where punitive damages are uninsurable, and would
      become an obligation of the estate, or, where punitive damages are
      insurable, could potentially exhaust coverage before those
      participating in the ADR Procedure can liquidate their claims.

(4) Effect of Opt-Out Provision on insurance

     If an Insurer served with notice of the motion fails to raise
      objection, the insurer may not deny coverage on the basis that a
      Claimant has agreed to seek recovery only against available insurance
      proceeds and that the Debtors therefore have not satisfied their self-
      insured retention/deductible obligation under the applicable
      policy or policies. The Judge makes it clear that the ADR Order does
      not excuse the Debtors of their obligation to pay defense costs up to
      the applicable self-insured retention/deductible, if any.

     In the event an insurer files an objection, the Debtors are authorized
      to transfer and assign to any opt-out claimant concerned all of the
      Debtors' rights and claims against the insurers concerned and the
      respective claimants must sign the Opt-Out and Assignment Stipulation
      as a condition to opting out of the ADR Procedure.
(5) Rights of Insurance Carriers

     The ADR Order specifies that the rights of the Debtors' Insurance
      Carriers under the applicable Insurance Policies or any other
      agreements with the Debtors are preserved and nothing in the ADR
      Order will be deemed an adjudication or determination of any coverage
      obligations of the Insurance Carriers under the Insurance Policies.

(6) Settlement of Claims during ADR Procedure

     The parties may settle claims at any time during the ADR Procedure,
      subject to the Omnibus Settlement Order. To the extent any settlement
      amount is uninsured, it shall constitute an allowed general unsecured
      claim, but the Debtors may seek to subordinate any award of punitive
      damages to all other claims and to assert a cap on claims. To the
      extent any settlement amount exceeds the SIR, the appropriate third
      party payor shall pay such amount, subject to exclusions in the \
      applicable insurance policy or policies.

(7) The parties shall, in good faith, identify the proper Debtor entity
      for the purpose of the allowance of claims. In the event the parties
      cannot agree on the proper Debtor entity, the matter will come under
      the jurisdiction of the Bankruptcy Court.

(8) The ADR Procedure will be in three stages:

     Stage I: Demand/Offer

     This will be a stage for the parties to exchange settlement offers
      and, if possible, resolve an ADR Claim. This stage will include:

     (a) Notice to Tort Claimants of (i) a copy of the ADR Order; (ii) a
          copy of the ADR Term Sheet; (iii) the APR Notice; and (iv) an Opt-
          Out Stipulation.

         "Upon the entry of the ADR Order, all Pending Actions included on
          the Preliminary ADR Claims List will be subject to the ADR
          Procedures upon service of the ADR Notice, without further
          opportunity to object to the ADR Procedure." Holder of Additional
          ADR Claims may object.

     (b) ADR Notice requesting the Tort Claimant to verify certain
          information regarding its ADR Claim, attach relevant documents,
          designate whether or not binding arbitration is acceptable, and
          return the ADR Notice to the Debtors, along with a settlement
          demand within 30 days, failure of which will result in the
          disallowance of the ADR Claim.

         In the event the Court overrules the objection to an additional ADR
          Claimk, the Claimant will have 30 days from the date of the
          overrule to return the ADR Notice to the Debtors, subject to the
          same disallowance provision applicable to ADR Claims.

          * A Settlement Demand may not exceed the amount or improve the
             priority set forth in the Tort Claimant's most recently filed
             proof of claim, amended proof of claim or scheduled claim.

          * The amount proposed in the Demand will be a general unsecured
             claim to the extent there remains any uninsured amount or to
             the extent any portion of the Demand is not covered under the
             applicable Insurance Policy.

          * If a return with a zero, unknown, unliquidated, indefinite
             demand or no Demand is received and the situation is not cured
             within 15 business days after written notice, the ADR Claim
             will be deemed disallowed, waived and discharged upon an order
             of the Court. The Demand will not constitute a proof of claim
             for any purpose.

         The Debtors, in collaboration with the appropriate Insurance
          Carrier representative, must respond in writing to all timely
          filed Demands within 45 days which may be an acceptance, a denial,
          counteroffer, request for additional documentation or information
          or a statement that the ADR Claim will proceed to the next stage
          of the ADR Procedure. If a failure to respond is not cured within
          15 business clays after written notice from the Claimant to the
          Debtors or the insurance carrier, that portion of the Demand which
          is not insured will constitute an allowed general unsecured claim,
          subject to applicable limitations, and the claimant will have the
          right to prosecute his or her suit to the extent that it is
          covered by the applicable Insurance Policy and to seek to recover
          such amount from the appropriate Insurance Carrier.

     (c) Counteroffer

         If the Debtors make a counteroffer, the Claimant must respond
          within 15 days by either accepting or rejecting the Counteroffer,
          otherwise the Claimant's ADR Claim will be allowed in the amount
          and the classification of the Counteroffer to the extent the claim
          is uninsured and the claimant may recover the insured portion of
          the claim from the Insurance Policy. If the Counteroffer is
          rejected, the ADR Claim shall proceed to the next stage of the ADR

     (d) Extension of Settlement Period

         The parties may exchange additional settlement offers after the
          Counteroffer Response Period; however, the underlying ADR Claim
          will proceed to the next step of the ADR Procedure if such claim
          is not resolved by the earlier of 30 days after the Debtors'
          receipt of the Counteroffer Response or 45 days after the Debtors
          serve the Counteroffer on the Claimant.

     Stage II: Mediation

     ADR Claims that are not resolved through the Demand/Offer Stage will
      proceed to Mediation.

     The mediators will he selected by the Debtors and the mediator's fee
      will be shared by the Debtors or applicable third party and the
      Claimant. The mediators will handle multiple mediations in week-tong
      sessions. ADR Claims will he assigned to regional Mediation Sites.
      The Debtors will have more than one mediator assigned to each
      Mediation Site, and if a Claimant objects to the Mediator originally
      assigned to his or her case, he or she may request another mediator at
      the Mediation Site. A schedule will be set forth in the Term Sheet but
      this will be subject to modification by the Debtors. Notices of
      Mediation will be sent out. At least thirty days prior to the
      scheduled mediation, the Debtors and Claimants will exchange
      comprehensive Mediation Briefs. Each mediation will be scheduled for
      up to eight hours, but no less than two hours.

     Stage III: Binding Arbitration

     If the parties are unable to resolve the APR Claim through the
      Demand/Offer and Mediation Stages, ADR Claimants who expressly
      consent to binding arbitration and whose claims the Debtors and their
      insurance carriers agree should be arbitrated will receive an
      Arbitration Notice. Binding Arbitrations will occur after the
      Mediation stage according to the schedule and procedures set forth in
      the ADR Term Sheet.

     The arbitration of all ADR Claims will be governed by the Commercial
      Arbitration Rules of the AAA, except where the AAA Rules are expressly
      modified in the ADR Term Sheet which will overrule in the event of

     If a Claimant has consented to binding arbitration, the fees and
      administrative costs of binding arbitration will be borne by the
      Debtors or appropriate third party, unless otherwise ordered by the

     Binding Arbitration Awards
     A binding arbitration award will be treated as confidential and
      appealable to the United States District Court for the District of
      Delaware only in accordance with section 10 of the Federal Arbitration
      Act, 9 U.S.C. section 1, et seq. Such an appeal must he filed within
      ten days from the date of service of the arbitration award by the
      arbitrator. To the extent the award for an ADR Claim is uninsured, it
      will constitute an allowed general unsecured claim against the
      appropriate Debtor entity's estate, except that the Debtors may seek
      to subordinate any award of punitive damages to all other claims, and
      to assert any applicable limit or "cap" on claims such as the
      limitation on allowed amounts of certain employee claims. The third
      party payors shall be liable for any binding arbitration awards as if
      the award were a final judgment of a court of competent jurisdiction,
      subject to any exclusions in the applicable Insurance Policy or
      policies and applicable SIR amounts.

     Stage IV: Relief from Automatic Stay

     The automatic stay shall be modified, by the filing of a stipulation
      in the form specified in the ADR Term Sheet, only to the extent of
      such stipulation and to permit the liquidation of any ADR Claim that
      is not resolved through the ADR Procedure, provided that the Claimant
      fully participated in good faith in the ADR Procedure and the Debtors
      have completed all mediations and arbitrations in the ADR Procedure.
      The Stipulation will provide that the automatic stay will not be
      lifted until the Debtors have completed all mediations and
      arbitrations described. If the Claimant and the Debtors cannot agree
      to such a stipulation, the Claimant may move the Court to terminate
      the automatic stay, and the Debtors reserve defenses to such a motion.
      If the stay is terminated by stipulation or otherwise, the Pending
      Action nay be liquidated in the court where it was originally venued
      or, if not yet in suit, in any court of competent jurisdiction.

     The Debtors contend that if relief from the automatic stay were granted
      to claimants on an ad hoc basis before such claimant complied with the
      ADR Procedure, the Debtors will be forced to expend resources and time
      in defending the claims in other forums. Accordingly, the Debtors
      request the court not to modify the automatic stay except in
      connection with the ADR Procedure or upon Court approval of a
      stipulation between the Debtors and a claimant. However, the Debtors
      do request that the Court modify the automatic stay in a limited
      manner upon the filing of a Stipulation lifting the automatic stay to
      the extent provided in the Stipulation.

The Debtors remark that the proposed ADR Procedure in the MPAN cases is
very similar to that of Sun Healthcare Group, Inc., filed with the same
Court except for three major differences.

      * First, in MPAN's cases, the automatic stay will not be terminated as
soon as the parties fail to resolve a claim through mediation or
arbitration, but rather will be modified only when the Debtors have
completed their mediations and arbitrations of all claims.

      * Second, the Opt-Out Stipulation provides that the effective date of
the modification of the automatic stay be four months after the date of the
ADR Order, and that the Claimant will waive the right to pursue punitive
damages. MPAN asserts that these modifications are appropriate to enable
the Mariner Group, with approximately 400 more claims to resolve than Sun,
to focus on the resolution of the ADR Claims, rather than be distracted by
the need to litigate numerous claims.

      * The third primary difference from the Sun procedure is the inclusion
of the Opt-Out and Assignment Stipulation. The Debtors anticipate that to
the extent that unsecured claims in these chapter 11 cases fall within the
SIR/deductible portion of an insurance policy, such claims will not he paid
in full, whether under a chapter 11 plan of reorganization or otherwise.

Thus, to the extent that any of the Debtors' insurers contends that a Claim
is uninsured in its entirety if the Debtors fail to pay an SIR or
deductible in full, the Debtors believe that such an insurer would be in
error because a Claimant whose claim is insured by such an insurer takes an
increased risk in signing an Opt-Out Stipulation that involves a waiver of
all rights of recovery against the Debtors' estates. (Mariner Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)

MARKEL CORP.: Moody's Lowers Debt Securities Ratings And Subsidiary Ratings
Moody's Investors Service has lowered the debt and capital securities
ratings of Markel Corporation (senior debt from Baa2 to Baa3; trust
preferred securities from "baa3" to "ba1") and its subsidiary, Terra Nova
(UK) Holdings plc (senior debt from Baa2 to Baa3).  These actions reflect
the rating agency's expectation that earnings on a consolidated basis will
be moderate over the near term. Furthermore, the outlook for the ratings is
negative, reflecting the possibility that further deterioration may occur,
as Markel continues to re-evaluate the quality of the Terra Nova book of

While some of the deterioration seen in Terra Nova's results over the past
six months includes charges that may be considered non-recurring, operating
returns have substantially weakened. Markel's management is active in
addressing the unprofitable business within the Terra Nova portfolio,
however, Moody's feels that they face a greater challenge than in past
acquisitions due to the distinct business practices in the London market,
remoteness of operations and sheer size of the book they are attempting to
re-underwrite. This will prolong a significant improvement in results.

Additionally, Terra Nova's severe underperformance since the announcement
of the acquisition raises questions about the future franchise value of
Terra Nova to Markel. While the broader geographic scope of Terra Nova may
have created a platform for geographic expansion, Markel is reducing its
commitment to several of the Lloyd's syndicates, has placed the Bermuda
subsidiary in run-off, is evaluating the strategic fit of Corifrance, a
French insurer. While management's actions to date reflect sound decisions
to improve the bottom line, it is unclear whether in the long run the
combination will result in a financially and operationally stronger

The rating agency noted that Markel has historically demonstrated
conservative financial management and sound underwriting discipline. Its US
operations have performed well, and Moody's does not expect a deterioration
in results from the US companies. However, concerns regarding the future
profitability of the combined organization are heightened when viewed in
context of Markel's limited financial flexibility resulting from additional
debt incurred to finance the acquisition and significant goodwill on the
company's balance sheet. The rating agency stated that further
deterioration in results could place downward pressure on the rating.

The following ratings have been downgraded:

    A) Markel Corporation

        (a) Senior debt from Baa2 to Baa3

        (b) Junior subordinated debentures from Ba1 to Ba2

    B) Markel Capital Trust

        (a) Preferred stock from "baa3" to "ba1"

    C) Terra Nova (UK) Holdings plc

        (a) Senior debt from Baa2 to Baa3.

Markel Corporation, is a Virginia-based insurance holding company for
several US insurance subsidiaries, that underwrite property and casualty
specialty coverages and programs. Its recently acquired subsidiary, Terra
Nova (Bermuda) Holdings, Ltd. has underwriting operations in London,
Bermuda, and France, as well as Lloyd's syndicates managed by Markel
Syndicate Management Ltd. (formerly Octavian Syndicate Management Ltd.) As
of June 30, 2000, Markel reported GAAP equity of $672 million, and a year
to date net loss of $3.7 million. Markel's reported net income does not
include the results of Terra Nova prior to the acquisition's close. Terra
Nova (Bermuda) Holdings, Ltd. reported a net loss of $83 million for the
first three months of 2000.

MASSACHUSETTS HEAVY: Shipyard Has Until Dec. 1 To Pull Itself Together
According to the Associated Press, Judge William C. Hillman gave
Massachusetts Heavy Industries Inc. until Dec. 1, to pull itself out of
debt or lose its shipyard.  The Patriot Ledger of Quincy states that
Company president Sotirios Emmanouil was happy with the decision because he
is working on a deal to satisfy the judge.  Emmanouil told the Patriot that
he could raise $55 million by giving up half his ownership to Boston
Financial Advisors.  The investment group submitted a letter to the court
saying it can raise the money. But, the judge doubts the deal adding,
Emmanouil appears to be suffering from "a terminal case of euphoria."

Massachusetts Heavy Industries filed for bankruptcy protection under
Chapter 11 in U.S. Bankruptcy Court in Massachusetts. The company filed on
March 13 after defaulting on loan payments.

MIRON BUILDING: Home Decor Retailer Files For Bankruptcy Protection
Miron Building Products Co. Inc., a home-decorating retailer based in Lake
Katrine, N.Y., has filed for bankruptcy, claiming more than 1,000 creditors
and millions of dollars in liabilities, according to the Times Union
Albany. Miron's spokesman, Attorney Richard H. Weiner of the Albany, N.Y.,
law firm Cooper Erving Savage Nolan & Heller LLP, confirmed that all of the
company's eight units-including warehouses, retail outlets and a concrete
plant-had closed. According to the chapter 11 petition, the claims of
Miron's three largest creditors totaled more than $6 million. The company's
three largest creditors are the state Department of Tax and Finance, which
holds a claim of $3.5 million; the Chicago-based Tru Serv, which is owed
$2.02 million; and Glens Falls Lehigh Cement in Glens Falls, N.Y., with a
claim of $558,063. (ABI World, 25-Aug-00)

NATIONAL RESTAURANTS: Order Confirms Second Amended Joint Plan
An order of the US Bankruptcy Court, Southern District of New York was
entered on July 27, 2000 confirming the debtors' second amended joint
Chapter 11 plan of reorganization dated June 15, 2000 proposed by National
Restaurants Management Inc., et al.

NORTHERN MOUNTAIN: Helicopter Concern Applies for CCAA Protection
Northern Mountain Helicopters Group Inc. (CDNX - NMH) announced that it and
its subsidiary companies, Peace Helicopters Ltd., Northern Mountain
Helicopters Inc. and Northern Heli Log Ltd. (collectively, "Northern
Mountain") have applied to the Supreme Court of British Columbia and
obtained a protective order under the Companies' Creditors Arrangement Act
("CCAA"). The Court order appoints PricewaterhouseCoopers as monitor and
effectively prevents creditors from enforcing their claims while Northern
Helicopters embarks upon a restructuring process under the monitor's

Mr. Charles Hodgins, Chief Financial Officer of Northern Mountain said: "We
have taken this step in the interests of all our stakeholders, including
our employees, our customers, our creditors and our shareholders in order
to address the capital deficiency within Northern Mountain. The protection
provided by the Court order enables Northern Mountain to continue the
efforts we have initiated to restructure our overall business operations on
a more profitable basis which will in turn enable us to solve our current
financial difficulties and the filing has the support of our major secured
creditors. I am hopeful that we will be able to bring a proposal back to
Court within a relatively short time frame that will be acceptable to our
creditors and will enable Northern Mountain to regain profitability in the
short term and take advantage of the opportunities available to it, both in
Canada and internationally".

NORTHWESTERN CORP: Moody's Changes Rating Outlook From Stable to Negative
Moody's Investors Service changed the rating outlook for NorthWestern
Corporation to negative from stable, primarily reflecting growing concerns
about the performance of its nonregulated retail propane distribution
operations, which are conducted through Cornerstone Propane Partners L.P.,
a master limited partnership. Cornerstone's financial results have suffered
over the past few years, mostly due to mild weather, and the resulting lack
of cash distributions to NorthWestern have contributed to a weakening of
cash flow coverage of NorthWestern's fixed obligations. In addition,
NorthWestern continues to expand its investments in nonregulated
businesses, which include a heating, ventilation, air conditioning (HVAC),
and plumbing business (Blue Dot), as well as a telecommunications, voice,
and data services business (Expanets). At the same time, Moody's notes that
NorthWestern continues to operate a very efficient regulated electric and
gas business. Although the regulated business faces the prospect of
competition, it does provide a more stable cash flow stream compared to
nonregulated businesses. However, the fact that consolidated earnings are
becoming increasingly dependent on the nonregulated businesses raises
concerns about the quality of, and the potential for further variability
of, consolidated cash flows going forward. Any continuation of the
weakening trend of fixed charge coverages for NorthWestern Corporation
would increase the likelihood for a rating downgrade.

NorthWestern Corporation, headquartered in Sioux Falls, South Dakota, is a
diversified service and solutions company with investments in an electric
and gas utility (NorthWestern Public Service), retail propane distribution
and energy services (Cornerstone), as well as HVAC and plumbing (Blue Dot),
and telecommunications, voice, and data services (Expanets).

PATHMARK STORES: Defends Third-Party and Non-Debtor Releases Under Plan
Continuing to gear-up for a showdown in Wilmington, Delaware, with its
Official Committee of Equity Security Holders, Pathmark Stores, Inc., urges
District Court Judge Farnan to overrule the Committee's objections to the
releases granted to non-debtor entities under Pathmark's prepackaged plan
of reorganization. The Equity Committee contends that the releases provided
in the Plan violate 11 U.S.C. Secs. 1129(a)(1) and (2) and prohibit
confirmation of Pathmark's Prepackaged Plan of Reorganization.

"These releases are being given for good and valuable consideration . . .
are critical to the Bondholder Committee's support of the Plan and should
be approved," Douglas P. Bartner, Esq., George J. Wade, Esq., and Andrew V.
Tenzer, Esq., of Shearman & Sterling, joined by Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Rachel S. Lowy, Esq., of Pachulski Stang Ziehl
Young & Jones, tell Judge Farnan. Pathmark's legal team argues that the
releases provided under Pathmark's Prepackaged Plan comply with the multi-
part tests and teachings articulated in In re Zenith Electronics, 241 B.R.
92 (Bankr. D. Del. 1999), and In re Continental Airlines, 203 F.3d 203 (3d
Cir. 2000), to evaluate the propriety of third-party and non-debtor

    (A) There is a significant identity of interest between Pathmark and the
Directors and Officers to which releases are granted under Pathmark's Plan.
The D&O Releasees can assert indemnification claims against the Debtors for
many of the claims being released.

    (B) The D&O Releasees and the Investor Releasees have invested time and
resources into formulating the plan, so they share an interest in seeing
that Plan succeed and the company reorganize.

    (C) The Plan is supported by an overwhelming majority -- over 98% of the

    (D) The Releasees have made substantial contributions to the
reorganization and equity holders in Reorganized Pathmark benefit from
those contributions.

    (E) The Releases are a critical economic element of the Debtors'
restructuring, they are fair and they are necessary.

Finally, the Debtors note, pursuant to Section 5.7 of the Plan, the rights
of Preferred Stockholders against the Debtors are not affected by the Plan.
Any causes of action that the Preferred Stockholders currently have against
the Debtors may be pursued freely by the Preferred Stockholders against
Reorganized Pathmark. The Equity Committee's release-related objections,
Pathmark urges Judge Farnan, should be overruled.

PREMIER SALONS: Optimistic a Plan Will be Filed before Santa Claus Arrives
Premier Salons International, Inc. and GEMM Holdings, Inc., seek entry of
an order granting an extension of their exclusive period within which they
may file a plan or plans of reorganization through and including October
24, 2000 and the exclusive period within which they may solicit acceptances
of any such plan through and including December 25, 2000.

The debtors are optimistic that the limited amount of additional time
requested will allow the debtors to complete the process of finalizing and
filing their plan of reorganization. The debtors have not yet determined
the most appropriate structure for the sale or other investment of their
business, any proposed plan of reorganization for the debtors would need to
contain alternative outcomes, based on the different types of sale or
investment plans which could ultimately be adopted. The debtors claim that
any such plan would necessarily include varying outcomes and would make
adequate disclosure to the creditors extremely difficult. "Because any plan
could not be effectuated until a determination as to the sale structure is
made, no party is prejudiced by the extension." Therefore, the debtors
submit that the extensions are warranted.

PRISON REALTY: Announces Settlement Accord in Stockholder Litigation
Prison Realty Trust, Inc. (NYSE: PZN) announced that it has entered into
a memorandum of understanding regarding the settlement of all outstanding
stockholder litigation against Prison Realty and certain of its existing
and former directors and executive officers.  

The memorandum of understanding, which is subject to the execution of a
definitive stipulation of settlement by the parties, subsequent court
approval and other customary conditions, provides for the "global"
settlement of a series of purported class action and derivative lawsuits
brought against Prison Realty by current and former stockholders of the
company and its predecessors, the old Corrections Corporation of America
and CCA Prison Realty Trust.  These lawsuits were brought as the result of,
among other things, agreements entered into by Prison Realty and its
primary tenant, Corrections Corporation of America ("CCA"), in May 1999 to
increase payments made by Prison Realty to CCA under the terms of certain
agreements and previously announced transactions relating to the
restructuring of Prison Realty and CCA led by the Fortress/Blackstone
investment group and Pacific Life Insurance Company.

"We are very pleased with the outcome of the negotiations with the
plaintiffs in this matter," said William F. Andrews, chairman of the board
of Prison Realty.  "We believe the proposed settlement is in the best
interest of Prison Realty and its stockholders, as it frees Prison Realty
from the burden of significant litigation and allows the company to refocus
its attention on its business and restoring its credibility.  Additionally,
any significant judgment against the company resulting from this litigation
or a settlement for cash to be paid by the company would have resulted in a
default under the terms of our credit facility."

The memorandum of understanding provides that Prison Realty will pay or
issue the plaintiffs:

    *  approximately $48 million in cash payable solely from the proceeds
        under Prison Realty's and CCA's insurance policies; and

    *  approximately $72.4 million in shares of Prison Realty common stock
        (or 16,550,000 shares at an agreed value of $4.375 per share).

The shares of common stock to be issued by Prison Realty in accordance
with the agreement will be subject to a stock price guarantee of $4.375 per
share, which will require Prison Realty to pay or issue, at its option,
cash or additional shares of common stock to the plaintiffs if the trading
price of Prison Realty common stock does not reach $4.375 per share for a
specified number of trading days during the period from the completion of
the settlement through August 31, 2001.  In addition, shares issued in the
settlement are subject to certain anti-dilution adjustments if Prison
Realty undertakes certain transactions (generally, raising equity capital
in excess of $110.0 million at less than the stock price guarantee) during
the period from August 31, 2001 through December 31, 2001.

In addition to the payments of amounts specified above, Prison Realty and
the plaintiffs have agreed to certain other matters in connection with the
memorandum of understanding, including:

    *  restrictions on the form and amount of payments that may be made by
        Prison Realty to certain affiliates of Prison Realty and CCA and
        certain third parties in connection with the proposed restructuring
        of the companies;

    *  restrictions on Prison Realty's ability to reprice stock options
        previously issued to directors or executive officers of the company
        for a period of 24 months; and

    *  the requirement that each committee of the Prison Realty board of
        directors consist of a majority of directors which were not
        directors of Prison Realty or its affiliates as of December 1, 1999.

Prison Realty expects to file a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission with respect to the settlement of the
stockholder litigation which will include the full text of the memorandum
of understanding among the parties.

PSI INDUSTRIES: Order Confirms Amended Liquidating Plan of Reorganization
The Honorable Steven H. Friedman, US Bankruptcy Court, Southern District of
Florida, West Palm Beach Division, entered an order on August 9, 2000
confirming that the amended liquidating plan of reorganization of PSI
Industries Inc. has been accepted in writing by the creditors whose
acceptance is required by law; and the plan complies with the applicable
provisions of chapter 11.

Michael D. Sees, Esq. Of Kluger, Peretz, Kaplan & Berlin PA is named as
disbursement agent.  Barry R. Shear is authorized to serve as liquidating
trustee.  The court will conduct a post-confirmation status conference on
September 12, 2000 at 1:30 PM, Courtroom 1406, US Bankruptcy Court, Miami,

RELIANT BUILDING: Committee Selects DSI as Its Financial Advisors
The Official Committee of Unsecured Creditors of Reliant Building Products,
Inc., et al., seeks court authority to employ and retain Development
Specialists, Inc. as financial advisors to the Committee.

The hourly billing rates for the DSI personnel envisioned to work on this
matter are:

    William A. Brandt, Jr.      $425 per hour
    Patrick J. O'Malley         $360 per hour
    Joseph J. Luzinski          $295 per hour
    James E. Moore              $250 per hour
    George E. Shoup             $180 per hour

RENAISSANCE COSMETICS: Will GE Capital Abandon Liens on Causes of Action?
Houbigant, Inc., a creditor and party-in-interest in the Renaissance
Cosmetics, Inc., chapter 11 cases pending in the U.S. Bankruptcy Court for
the District of Delaware, asks Judge Walrath for an order finding that
General Electric Capital Corporation has abandoned its security interest in
Renaissance Cosmetics' pre-petition causes of action.

"But for GECC's security interest, the Debtors would be free to pursue
these causes of action for the benefit of the interests of all creditors --
including GECC," Michael L. Vild, Esq., and Elio Battista, Jr., Esq., of
The Bayard Firm, tell Judge Walrath.  "Houbigant believes that the pre-
petition causes of action have substantial value and should be pursued for
the benefit of all of the Debtors' creditors. Houbigant's legal team
relates that Renaissance's managing officer, John Jackson, is ready to
testify that the causes of action have value and should be pursued.

Houbigant indicates that it has asked GECC to release its liens. GECC,
represented by Jeffrey L. Tannenbaum, Esq., and Adam Rogoff, Esq., of Weil,
Gotshal & Manges LLP, has resisted -- for over a year now.  GECC is,
Houbigant surmises, still considering if it wants to pursue the causes of
action on its own.

Why does Houbigant bring this Motion rather than the Debtors' lawyers at
Cleary, Gottlieb, Steen & Hamilton? Well, as disclosed in Cleary Gottlieb's
original employment application, it has a small conflict problem when it
comes to taking positions adverse to GECC. "Accordingly," Mr. Battista
says, "Hobigant makes this motion in its own name [for] the benefit of the
entire estate through unconflicted counsel.

In its motion papers, Houbigant doesn't describe the causes of action it
wants to pursue in any detail. GECC doesn't appear to be the target. A
transcript from a June 17, 1999, hearing before Judge Walrath suggests that
Houbigant and Renaissance's Creditors' Committee granted GECC a waiver and
release of all claims to resolve DIP Financing and Sale Procedure

ROBERDS, INC: Port Richey & Beavercreek Properties Fetch $6.6 Million
Roberds, Inc., debtor, seeks a court order confirming and approving the
sale of the Beavercreek, Ohio and Port Richey, Florida real property sites.

As set forth in the Report of Sale, Aegon USA Realty Advisors, Inc. offered
the highest bids for the Beavercreek, Ohio and the Port Richey, Florida
real property sites, $4,110,000 for Beavercreek and $2,510,000 for Port

Aegon is the agent for the two mortgagees holding cross collateralized
mortgages on the Real Property Sites, AUSA Life Insurance Company and PFL
Life Insurance Company. Both bids are credit bids. The debtor states that
the offers were the high bids in each case, the only alternative to
acceptance would be abandonment of the real property sites because the
second bids were not high enough to permit payment of the mortgages on the

With respect to its other property bid situations, the high bid for the
Tampa real property site was made by JBS Development in an amount of $3,
100,000 - and should be confirmed if an agreement can be reached with the
mortgagee, GE Capital Business asset Funding Corporation. Such negotiations
with the mortgage are ongoing.

The bid for the Fairborn Distribution center is well below the balance due
on the mortgage of American Express Finance Corporation, so that bid has
been rejected.

No bids were received for the Douglasville, Georgia real property site.

SUN HEALTHCARE: Sundance Therapists Move to File Class Proof Of Claim
Janice L. Reed, June P. Jagger and Mary Kay Meinted filed a proposed class
action complaint in the Western District of Washington on August 11, 1999
against SunDance Rehabilitation Corporation seeking to represent all
current and former occupational, physical and speech therapists, certified
occupation therapy assistants, and physical therapy assistants who worked
for SunDance and were not paid appropriate wages under federal and state
law from August 11, 1996 to the present.

The complaint alleges that SunDance deprived these individuals of
appropriate pay by intentionally classifying employees as being salary
basis when they were not, requiring contract and at-will employees to work
off the clock and failing to pay its therapists for travel time nor
reimbursing them for mileage.

Due to Sun Healthcare Group, Inc.'s chapter 11 filings, the lawsuit was
stayed. On November 3, 1999 the plaintiffs filed a class proof of claim on
behalf of themselves and the putative class.

By this motion, the plaintiffs seek application of Bankruptcy Rule 7023 to
their class proof of claim and to certify the class they seek to represent.
In addition they seek an enlargement of the bar date pursuant to Bankruptcy
Rules 3003 and 9006 to ensure the putative class members' claims relate
back to the time the class proof of claim was filed.

As with Ms. Miner's case against Sunrise, plaintiff contends that class
proof of claims are regularly permitted in Bankruptcy Court, that the case
satisfies the requirements of Rule 7023, Fed. R. Civ. P. 23 for class
certification with respect to numerosity, commonality, and typicality. It
is also stated in the motion and memorandum that in satisfaction of Fed. R.
Civ. P. 23(a)(4), Ms. Miner will fairly and adequately protect the
interests of all class members because she has retained experienced and
qualified counsel and her interests are coincident with the general
interests of the class.

The plaintiffs are represented by Ian Connor Bifferato of Bifferato,
Bifferato & Gentilotti, Steve W. Berman of Hagens Berman, LLP, and
Stephanie B. Levin of Hagens Berman & Mitchell, PLLC.

                         The SunBridge Action

In a recent SEC filing, Sun Healthcare relates that in May 1999, a former
employee of SunBridge filed a proposed class action complaint against
SunBridge in the Western District of Washington. The plaintiff sought to
represent certain current and former employees of SunBridge who were
allegedly not paid appropriate wages under federal and state law since May
1996. (Sun Healthcare Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

SUNSHINE MINING: Case Summary and 20 Largest Unsecured Creditors
Debtor:  Sunshine Mining and Refining Company
          5956 sherry Lane, Suite 1621
          Dallas, Texas 75225

Type of Business:  Mining precious metals, primarily silver

Chapter 11 Petition Date:  August 23, 2000

Court:  District of Delaware

Bankruptcy Case No:  00-03409

Judge:  Mary F. Walrath

Debtor's Counsel:  Mark D. Collins, Esq.
                    Daniel J. DeFranceschi, Esq.
                    John H. Knight, Esq.
                    Margreta M. Sundelin, Esq.
                    Richard, Layton & Finger, P.A.
                    One Rodney Square
                    P.O. Box 551
                    Wilmington, DE 19899
                    (302) 658-6541

Total Assets:  $ 33,000,000.00

Total Debts :  $ 55,000,000.00

20 Largest Unsecured Creditors:

Liverpool Limited Partnership
c/o Elliott Associates, LP
712 Fifth Ave
New York, NY 10019                8% Notes            $ 10,395,000

Stonehill Offshore Partners
c/o Stonehill Advisers, LLC
126 East 56th St., 9th Floor
New York, NY 10022                10% Notes            $ 8,998,812

140 Broadway
New York, NY 10005                8% Notes             $ 8,580,000

Westgate International
c/o Elliott Associates, LP
712 Fifth Ave
New York, NY 10019                8% Notes             $ 7,000,000

Stonehill Institutional
  Partners, L.P.
c/o Stonehill Capital Management
126 East 56th St., 9th Floor
New York, NY 10022                10% Notes            $ 4,676,213

Chase Bank of Texas
600 Travis, Ste 1150
Houston, TX 77002                 9% Bonds             $ 1,515,000

Elliott Associates, LP
712 Fifth Ave
New York, NY 10019                5% Notes               $ 299,440

Sonat/El Paso Natural Gas
P.O. Box 12878                    Ray v. Ray
Oklahoma City, OK 73157            Judgement             $ 274,129

Shoshone County Tax Collector
700 Bank St., Ste. 1              Real Property
Wallace, ID 83873                  Taxes                 $ 260,062

Asarco, Inc.                      Superfund and
P.O. Box 440                       Business Expense
Wallace, ID 83873                  Reimbursement         $ 254,599

Haynes & Boone, LLP               Attorney Fees
                                    Restructuring         $ 186,563

Roger & Wells                     Attorney Fees
                                    Debt Offerings        $ 168,845

Hecla Mining Company              Superfund              $ 162,001

Warrior-Standard Americas, Inc    Professional Fees
                                    Financial Consulting  $ 150,000

New York Stock Exchange           Listing Fees           $ 118,163

Norwest Mine Supply               Operating Supplies     $ 114,500

Avista Utilities                  Billing Department      $ 88,945

Idaho State Insurance Fund        Worker's Compensation
                                    Premium                $ 67,257

HSBC Trustees                     Trustee Fees            $ 29,500

Great Western Chemical            Reagants                $ 26,306

SUPPLY ONE: Case Summary and 20 Largest Unsecured Creditors
Debtor:  Supply One, Inc.
          150 E. Peckham Lane
          Reno, NV 89502

Chapter 11 Petition Date:  August 24, 2000

Court:  District of Nevada

Bankruptcy Case No:  00-32425

Judge:  Gregg W. Zive

Debtor's Counsel:  Stephen R. Harris, Esq.
                    Belding, Harris & Petroni, Ltd.
                    417 West Plumb
                    Lane Reno, Nevada 89509
                    (775) 786-7600

Total Assets:  $ 10 Million above
Total Debts :  $ 10 Million above

20 Largest Unsecured Creditors:

CCI Triad                       Goods/Services         $ 147,936

Leo Gentry Whsl Nursery         Goods/Services         $ 139,743

Hillman Fastner                 Goods/Services         $ 135,270

Goldstar/L.G. Electronics       Goods/Services         $ 130,842

Central Garden Supply           Goods/Services         $ 114,859

California Cascade              Goods/Services          $ 96,827

Siskiyou Lumber Products        Goods/Services          $ 95,628

Orepac/Oregon Market            Goods/Services          $ 95,519

Westblock                       Goods/Services          $ 95,519

Norman Nursery                  Goods/Services          $ 94,863

Merillat                        Goods/Services          $ 91,253

Kraftmaid Cabinetry Inc.        Goods/Services          $ 88,866

Colorspot                       Goods/Services          $ 84,387

RGIS Inventory                  Goods/Services          $ 84,284

Ideal Paint                     Goods/Services          $ 73,682

Basalite                        Goods/Services          $ 72,271

Raindrip/Whse                   Goods/Services          $ 71,121

Familian NW                     Goods/Services          $ 70,670

Cal-Color                       Goods/Services          $ 67,662

Larsen Supply                   Goods/Services          $ 66,790

SURE SAVE: Plan Says Secret Hawaiian Investor Paying $6MM to Own Chain
Grocery store chain Sure Save Super Market, Ltd., the Associated Press
reports, recently presented a plan of reorganization to the U.S. Bankruptcy
Court for the District of Hawaii.  According to the plan, an unidentified
investor will pay $3 million for the grocery store's assets and promises to
pay $3 million to creditors over four years.  Store representative Chuck
Choi describes the investor as "a wealthy individual on the mainland."

Sure Save Super Market, Ltd. filed for bankruptcy protection last June
listed debts amounting to $10 million. The grocery chain owes creditors $7
million, $2.4 million to First Hawaiian Bank and $500,000 to taxes.

TEXAS HEALTH: Disclosure Statement Hearing Continued to September 26
The hearing on the Disclosure Statement for Joint Plan of Texas Health
Enterprises, Inc. and HEA Management Group, Inc. and the Committee's
Disclosure Statement to accompany the plan of reorganization proposed by
Texas Health Enterprises, Inc.'s Official Unsecured Creditors' Committee is
continued until September 26, 2000 at 1:30 PM. The continuance was granted
by the Honorable Donald R. Sharp, US Bankruptcy Judge, Eastern District of
Texas, on August 17, 2000.

In their joint motion seeking such a continuance, the debtors and their two
committees assert that they have been actively engaged in attempting to
resolve the various issues among them, and have made significant progress
toward integrated consensual plans of reorganization. In attempts to
finalize the negotiations, various regulatory issues requiring
clarification have been raised by some of the creditor parties that require
additional negotiations. The motion of the US Trustee to set a date certain
for confirmation is also currently set for September 26, 2000.

TIME WARNER:  Moody's Places Ratings On Review For Possible Downgrade
Moody's Investors Service today placed the B2 long-term senior unsecured
ratings of Time Warner Telecom Inc. on review for a possible downgrade.
Other ratings affected are detailed below. This review is prompted by the
announcement that the company has reached an agreement to purchase all of
the assets of GST Telecommunications Inc., excluding the substantial
majority of GST's Hawaii assets, in a transaction valued at $690 million.

GST has been operating under Chapter 11 bankruptcy protection since May
2000, and in June received court approval to initiate a bidding process for
the auction of substantially all of is assets. Time Warner Telecom was the
successful bidder under the auction. The transaction, which is subject to
legal and regulatory approval, is expected to close prior to year end.

While Time Warner Telecom has demonstrated strong execution of its business
plan to date, the GST acquisition, if completed, will likely place
additional financial pressures on the company, including those associated
with the integration and development of GST's network, systems and customer

Moody's review will assess the potential funding requirements associated
with this acquisition and the integration of the two companies as well as
the likely future capital needed to grow the business of the combined
entity. The review will also focus on the probable capital structure of
Time Warner Telecom post closing, the impact that any additional debt will
place on the overall credit strength of the company and the degree of
support , if any, that its controlling shareholder, Time Warner Inc. may

The ratings placed on review are:

    * Time Warner Telecom Inc.'s
       1) B2 long-term senior unsecured rating

       2) B2 issuer rating  
       3) B1 senior implied rating

Time Warner Telecom Inc. is based in Greenwood Village, Colorado.

UNITED ARTISTS: Debt-to-Equity Conversion Gives Anschutz 60% Ownership
Denver billionaire Philp F. Anschutz is close to a deal to take control of
United Artists Theater Co. in a transaction expected to include a
prearranged chapter 11 filing next month, according to The Wall Street
Journal. In April, Anschutz paid roughly $65 million for about 21 percent
of a $440 million syndicated loan, making him the biggest single lender to
the company. His debt will be converted to equity, giving him more than 60
percent of the company, according to the plan. United Artists is expected
to file chapter 11 shortly after the Labor Day holiday but will continue to
operate with a debt load intended to be sustainable. (ABI World, 25-Aug-00)

VENCOR: Debtors' Fifth Motion to Extend Exclusive Periods -- to Nov. 28
With substantial progress in the reorganization, optimism in filing a
consensual plan of reorganization shortly, but also the need for
additional time to complete the task, there is ample cause under section
1121(d) of the Bankruptcy Code, the Debtors say, for a 43-day extension of
the exclusive periods for Vencor to file a plan or plans of
reorganization, from August 17, 2000 through September 29, 2000, and for
soliciting acceptances of the plan or plans, from October 16, 2000 through
November 28, 2000.

The Debtors draw the Court's attention to the progress they have made in
processing claims, in the transfer of facility operations and in
negotiations with major constituencies. While negotiations with their
major constituencies have taken longer than predicted at the outset of the
cases, such negotiations continue and suggest good prospect that the
Debtors will be able to file a consensual plan shortly. The requested
extension, the Debtors say, is warranted to allow them to continue with
their progress and to resolve many issues that have arisen in connection
with these proceedings.

Specifically, the Debtors draw the Court's attention to the progress they
have made with respect to:

(I) Review And Analysis of Claims

There are over 8,000 proofs of claim against Vencor. The Debtors tell the
Judge they have filed their first omnibus objections, expect to file more
objections in the coming months, and believe that the processing of claims
will be expedited once these objections have been resolved.

The Debtors remind the court that, for reconciling claims efficiently on
an ongoing basis, they have filed a motion to establish procedures for the
settlement of certain ordinary course litigation.

The Debtors say they continue to monitor the Lenox bankruptcy and other
health care bankruptcies with respect to their own claims and properties
to preserve the value of their estates.

(II) Transfer of Facility Operations

To facilitate a smooth transfer of the Debtors' facility operations at the
expiry of the lease terms, the Debtors have filed several motions to seek
approval of transfer agreements.

(III) Continued Negotiation with Major Constituencies

The Debtors have entered into the Corporate Integrity Agreement with the
Office of Inspector General of the United States Department of Health and
Human Services that will govern the Debtors' activities after emergence
from the reorganization process and they intend to submit this to the
Court for approval as part of the plan of reorganization.

Consistent with the requested extensions of the Exclusive Periods, the
Debtors recently have entered into discussions with their post-petition
lenders to extend the deadline for the Debtors to file a joint plan of
reorganization satisfactory in form and substance to the Required Lenders
as defined in the DIP Credit Agreement, and to extend the lenders'
commitment to the DIP Facility to provide additional financing in the
event a consensual plan of reorganization could not be reached.

The Debtors conclude that they remain in the best position to coordinate
and facilitate the filing of a plan of reorganization in the most
expeditious manner. Accordingly, an extension of Debtors' Exclusive
Periods will best allow for a speedy and efficient resolution of the
Vencor chapter 11 cases.

The Court has entered a Bridge Order for the extension pending a hearing
on September 6, 2000. (Vencor Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


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filed in cases pending outside the District of Delaware, contact Ken Troubh
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S U B S C R I P T I O N   I N F O R M A T I O N

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