TCR_Public/000830.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Wednesday, August 30, 2000, Vol. 4, No. 170


ABLE TELCOM: Shareholders to Convene in Atlanta on Sept. 29
BIG PARTY: Hilco and Ozer Backstop iParty Retail's 33-Store Acquisition
BOCA RESEARCH: Shareholders to Vote on Name Change to Inprimis, Inc.
CONTOUR ENERGY: Withdraws Registration after Chancery Court Settlement Pact
CROWN PAPER: Turnaround at Parchment, Michigan, Facility Was Impossible

DIMAC HOLDINGS: Proposes $9.4 Million Retention and Severance Programs
DOBSON COMMUNICATIONS: Moody's Assigns B3 Rating to 10.875% Senior Notes
FAMILY GOLF: Five-Year-Old Renovation Plan Commences In Spite of Chapter 11
FRUIT OF THE LOOM: Committee Retains Kasowitz Benson to Pursue Lenders
GENEVA STEEL: Disclosure Statement in Support of Debtors' Plan Approved

GENESIS/MULTICARE: Sysco Moves to Reclaim Goods From Genesis
HARNISCHFEGER INDUSTRIES: Board Elects John Nils Hanson As New Chairman
HEILIG-MEYER: 7-Member Creditors' Committee Taps Akin Gump as Lead Counsel
INTEGRATED HEALTH: Cleco Stipulation For Assurance Of Utilities Payment
JD SERVICES: Sale Lake City Faces Financial Crisis Files For Reorganization

LEARNINGSMITH, INC.: Boston Judge Caps NYC Lawyers' Hourly Rate at $370
MARINER POST-ACUTE: GranCare's Motion To Reject Quail Leases And Subleases
MEDPARTNERS PROVIDER: Creditors Vote to Accept Second Amended Plan
POCKET COMMUNICATIONS: Joint Motion to Approve Purchase & Sale Agreement
PRISON REALTY: Milberg Weiss Announces Settlement Of Shareholder Lawsuit

RELIANCE GROUP: Fitch Ratchets Credit Ratings Further Downward
SERVICE MERCHANDISE: Subleases Projected to Yield $4.5MM in Annual Rents
SMART TALK: Juno Launches Counterattack in "Good Faith" Discovery
TOKHEIM CORP: Commences Prepackaged Financial Restructuring Under Chap. 11
URANIUM RESOURCES: Private Placement Raises $730,000

VENCOR: Debtors' Fourth Motion To Extend Time To Assume & Reject Leases
VIDEO CITY: Case Summary and 20 Largest Unsecured Creditors

* Meetings, Conferences and Seminars


ABLE TELCOM: Shareholders to Convene in Atlanta on Sept. 29
The 2000 annual meeting of shareholders of Able Telcom Holding Corp. will
be held September 29, 2000 in Atlanta, Georgia at 10:00 a.m. Eastern Time.

The proposals to be undertaken at the meeting are:

    1.  To elect four Directors to serve until the next annual meeting of
         shareholders or until their qualified successors are elected;

    2.  To approve amending the Articles of Incorporation to increase the
         number of authorized shares of:

        (A) Common stock from 25 million to 100 million, and

        (B) Preferred Stock from one million to five million;

    3.  To approve amending the Articles of Incorporation to change the
         corporate name from "Able Telcom Holding Corp." to "The Adesta
         Group, Inc.";

    4.  To further amend the 1995 Stock Option Plan to:

        (A) Increase the number of shares authorized for issuance under
             the Plan from 1,300,000 to 5,500,000,

        (B) Increase the number of options granted to Non-Affiliate
             Directors from a one-time grant of 5,000 options to an annual
             grant of 10,000 options,

        (C) Grant additional options on an annual basis to Non-Affiliate
             Directors who serve as Chairman of the Board or as Chairman or
             a member of a Board committee, and

        (D) Extend the exercise period of options previously granted to
             Non-Affiliate Directors to the earlier of (A) September 19,
             2005, or (B) the date which is two years after the date that a
             Non-Affiliate Director is no longer serving as a Director;

    5.  To ratify and approve the grant of 2,189,897 stock options to
         certain officers and directors outside of the 1995 Stock Option
         Plan. Issuance of these shares must be approved by the shareholders
         under the Nasdaq rules;

    6.  To approve issuing up to 2,600,000 shares of common stock to
         WorldCom if it exercises options and stock appreciation rights
         obtained from the company when Able Telcom acquired the network
         construction and transportation systems business from WorldCom.
         Issuance of these shares must be approved by the shareholders under
         the Nasdaq rules;

    7.  To approve issuing shares of common stock in connection with
         outstanding Series B securities issued to finance the acquisition
         of the network construction and transportation business from
         WorldCom. This proposal relates to 1,627,031 shares currently
         issuable to some holders of Series B securities plus additional
         shares which may be required to be issued under anti-dilution
         provisions contained in the Series B warrants. Issuance of these
         shares, when combined with 1,875,960 shares of common stock already
         issued to holders of Series B Convertible Preferred Stock, must be
         approved by the shareholders under the Nasdaq rules;

    8.  To approve issuing shares of common stock to holders of Series C
         Convertible Preferred Stock and warrants upon conversion or
         exercise of those securities. This proposal relates to 4,700,000
         shares currently issuable under the Series C Preferred Stock and
         warrants plus additional shares which may be required to be issued
         under anti-dilution provisions contained in the Preferred Stock and
         warrants. Issuance of these shares must be approved by shareholders
         in keeping with the Nasdaq rules;

    9.  To approve issuing shares of common stock in connection with a
         litigation settlement with Sirit Technologies, Inc. This proposal
         relates to up to 5,011,511 shares currently issuable to Sirit plus
         additional shares which may be required to be issued pursuant to
         preemptive rights and anti-dilution rights held by Sirit. Issuance
         of these shares may be subject to approval by shareholders under
         the Nasdaq rules;

    10. To ratify appointing Arthur Andersen LLP as independent accountants
         for the fiscal years ended October 31, 1999 and October 31, 2000.
         Attending the annual meeting is limited to those persons who were
         our shareholders as of the record date of August 17, 2000.

BIG PARTY: Hilco and Ozer Backstop iParty Retail's 33-Store Acquisition
The US Bankruptcy Court, District of Delaware, entered an order on August
16, 2000 approving the sale of a substantial portion of The Big Party's
tangible and intangible assets to iParty Retail Stores Corp.

The court found that the Asset Purchase Agreement, between the debtor and
iParty; the Agency Agreement, between Hilco Trading Co. Inc. and The Ozer
Group LLC, under which the Hilco and Ozer will serve as the debtor's
exclusive agent in connection with the conduct of merchandise liquidation
sales; and the BackStop Agreement where, in the event iParty fails to close
the asset purchase agreement, Hilco and Ozer take over; are in the best
interest of the debtor's estate and all parties interested therein.

The asset purchase agreement provides that iParty will acquire certain
leases and assets related to or located at 33 existing retail locations of
Big Party, its corporate headquarters and Big Party's ongoing retail
business operations. Purchaser shall pay to seller $1.5 million plus 25% of
the retail value of all inventory (at purchaser's option not less than $7
million and not greater than $9 million) and the purchaser shall assume
certain liabilities agreed to by the parties.

BOCA RESEARCH: Shareholders to Vote on Name Change to Inprimis, Inc.
A special meeting of shareholders of Boca Research, Inc. will be held on
Friday, September 29, 2000, at 9:00 a.m., local time, at the offices of the
company, 1601 Clint Moore Road, Boca Raton, FL 33487, for the following

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

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

CONTOUR ENERGY: Withdraws Registration after Chancery Court Settlement Pact
Contour Energy Co. filed a Registration Statement on May 18, 1999 with the
SEC. Contour has agreed, in a Stipulation and Agreement of Compromise,
Settlement and Release approved on August 7, 2000 by Final Order of the
Court of Chancery of the State of Delaware and relating to litigation in
which Contour was named as a defendant, to withdraw the registration
statement. Contour reports it did not commence the consent solicitation
contemplated by that registration statement and, further, that the company
received no consents and made no offerings or sales of securities using the
prospectus included in that registration statement. Contour has requested
that the Commission find Contour's withdrawal of the Registration Statement
to be consistent with the public interest and the protection of investors.
The company requests SEC consent to its withdrawal of the Registration

CROWN PAPER: Turnaround at Parchment, Michigan, Facility Was Impossible
Crown Vantage Inc. will be idling its entire Parchment, Mich., paper
production operation indefinitely. This action will result in the
permanent layoff of 249 salaried and hourly employees effective October 21
through November 3, 2000.

"We made several attempts to turn the Parchment facility around over the
years; however, we now believe that idling this plant is the most
appropriate action and will provide a greater benefit to our remaining
employees, customers and stakeholders in the long run," said Bob Olah,
chief executive officer. "Halting production at our Parchment facility is
the latest in a series of strategic moves to improve overall operating
performance. This, and other initiatives, which have included a
comprehensive product line/price rationalization, recent management
restructuring and a headquarters move with corporate-staff reductions, are
intended to return the business to a more profitable base from which to

Management said that capacity available in the company's active mills is
expected to absorb the production no longer being scheduled on the

Crown Vantage is a leading manufacturer of value-added papers for printing,
publishing and specialty packaging. The company's diverse products are
tailored for the special needs of target markets. End users include
specialty magazines and catalogs, financial printing and corporate
communications, packaging and product labels, coffee filters and disposable
medical garments--and hundreds more.

DIMAC HOLDINGS: Proposes $9.4 Million Retention and Severance Programs
DIMAC Holdings, Inc. et al., seeks a court order authorizing the debtors to
adopt retention and severance programs and to assume pre-petition executory
employment agreements.

The debtors propose to implement several components of a comprehensive
program designed to provide incentives to their management to remain in the
debtors' employ and to work toward a successful reorganization of the
debtors' estates.

These components include:

    a) Assuming pre-petition executory employment agreements and entering
        into post-petition employment agreements with certain members of the
        debtors' senior management;

    b) Implementing a retention and stay bonus plan;

    c) Implementing an annual cash bonus plan;

    d) Implementing a temporary supplemental pay program and Adopting a
        formal severance policy.

There are approximately 81 employees who will receive the Retention Bonus.
There are approximately 100 employees in the St. Louis and Atlanta
operations who will receive the Stay Bonus. There are approximately 723
employees in the non-core SBUs who will receive the Stay Bonus. If all of
the groups of participants in the Retention and Stay Bonus Plan remain
employees of DIMAC through the entire payment period, the aggregate amount
of Retention Bonuses and Stay Bonuses payable to such participants would be
approximately $1.491 million, $448,000 and $5.24 million, respectively.

There are 85 participants in the Temporary Supplemental Pay Program (TSPP)
at a total cost of approximately $545,000.

Currently the planned staff reductions would result in the severance of
approximately 366 employees among the St. Louis, Atlanta and MBS Product
operations with a total cost of $1.867 million.

The debtors submit that the implementation of the Retention and Stay Bonus
Plan, annual Bonus Plan, TSPP And Severance policy accomplish a sound
business purpose and will aid in the debtors' reorganization by increasing
the likelihood of retaining the services of valuable employees through the
conclusion of these Chapter 11 cases and beyond.

The Retention and Stay Bonus plan is specifically designed to prevent the
debtors from losing the Key employees during the Chapter 11 process.

The Annual Bonus plan is necessary to retain the key employees beyond the
Chapter 11 process, and will provide the debtors with management stability
that will aid the debtors in achieving their business goals.

The TSPP is designed to compensate key employees in the debtors' core
businesses and at facilities that will be consolidated, remaining with the
debtors during the consolidation of operations. These employees are
critical to the debtors' success following the completion of the
consolidation and confirmation of a Chapter 11 plan.

The Severance Policy will assist the debtors' efforts in retaining the
services of their employees in the performance of their regular duties and
such extra duties as may be required of them during the reorganization
process; and to provide financial protection for employees in the event of
involuntary termination, except for certain of the Key Employees whose
severance benefits are governed by the Employment Agreements.

The debtors believe that the severance policy is necessary to retain
employees who are essential to the stabilization and ultimately, ongoing
success of the debtors' business and reorganization, and thus accomplishes
a sound business practice.

DOBSON COMMUNICATIONS: Moody's Assigns B3 Rating to 10.875% Senior Notes
Moody's Investors Service assigned a B3 debt rating to Dobson
Communications Corporation for its $300 million of 10.875% Senior Notes due
2010, and a B3 to the $200 million of 12.25% Senior Notes due 2008 of
Dobson/Sygnet Communications Company. Moody's also assigned a Ba3 rating to
the $925 million Secured Credit Facilities of Dobson Operating Co., LLC,
and a "caa" rating to the two exchangeable preferred stock issues of Dobson
Communications Company. A senior implied rating of B1 has also been
assigned, and the issuer rating is B3. The outlook for all these ratings is

The ratings reflect the high leverage of the company and its slightly
complicated capital structure, the company's greater reliance on roaming
revenues compared to its peers, as well as management's appetite for
additional cellular properties and spectrum. Supporting the ratings are the
strong management team that has been successfully executing its rural
cellular business plan for many years, the favorable environment for rural
cellular operators, and Dobson's strategic relationship with AT&T. The B3
rating on the senior notes at Dobson Communications Corporation (DCC)
reflects their subordination to the $925 million secured credit facility of
a subsidiary, Dobson Operating Co, LLC (DOC). The DCC notes also sit behind
the $200 million senior notes of Dobson/Sygnet, and these B3 rated notes
are subordinated to a $363 million secured credit facility (unrated) of a
subsidiary of Dobson/Sygnet. The Ba3 rating on the $925 million secured
credit facility of DOC, reflects the benefits of its strong collateral
package of assets and guarantees from the operating subsidiaries and the
modest leverage at the DOC level. In Moody's opinion, the bank lenders to
DOC are well protected by the assets and cash flows of the DOC operating

Dobson is a rural cellular operator with systems covering 6.6 million POPs
and over 550,000 subscribers at the end of June. Dobson is also a 50% owner
of American Cellular Corp. (Ba3 senior implied rating), through a joint
venture with AT&T. These operations are managed by Dobson and cover an
additional 4.9 million POPs with over 480,000 subscribers. This joint
venture has its own financing that is non-recourse to Dobson and has been
excluded from our analysis of the ratings hereby assigned which has
focussed on Dobson's wholly-owned operations.

These wholly-owned operations generated $95.3 million of EBITDA in the
first half of 2000, with $68.2 million generated by the DOC subsidiaries
(or 71% of total) and the balance by the Sygnet properties. The proportion
of EBITDA derived from DOC is greater than the proportion of DOC
subscribers (56%) out of the total DCC subscriber base due to the larger
contribution of roaming revenues at DOC. In the first half of 2000, DOC
operations received over 4x the amount of roaming revenue compared to the
Sygnet properties, and these roaming revenues represented just over 50% of
all service (non-equipment) revenues. Other rural cellular operators
generate between 20 to 30% of their service revenues from roaming.

While Dobson's outsized proportion of roaming revenues is a concern,
Moody's takes comfort from the industry trend of increasing roaming traffic
being experienced by all rural operators as well as the PCS affiliates of
the national wireless operators. In addition, Dobson has already
constructed a robust digital network in order to discourage overbuilding,
and secured long-term roaming agreements with all of its major roaming
partners. This combined with its strategic relationship with AT&T who owns
roughly 4.6% of DCC and generates over half of the company's roaming
traffic lends comfort to the stability of this revenue stream.

At the DOC level, leverage (debt/EBITDA) is approximately 5x, while
leverage at Sygnet is roughly 7x senior and 10x total. Moving up to DCC to
incorporate not only the $300 million in 10.875% Senior Notes, but also the
$486.7 million in accreted value from the two issues of exchangeable
preferred stock, all-in leverage is close to 11x, or 10x net of cash. The
first preferred stock issue requires cash payment of dividends beginning in
2003 and the second in 2004, and both are exchangeable into subordinated
debt of DCC. While these two issue will limit Dobson's financial
flexibility when they turn cash-pay, we expect Dobson to continue to grow
its cash flow and that its capital requirements will have moderated by
then, as the digitalization of its networks will be completed by year-end.

However, another factor that may limit Dobson's financial flexibility is
the company's appetite for additional cellular properties and for unbuilt
spectrum. This year, Dobson will acquire over 1 million POPs in 7 different
markets for total consideration of approximately $420 million, excluding
the American Cellular joint venture. Management expects to continue to make
acquisitions going forward. Dobson management has also stated their
intention to participate in upcoming spectrum auctions, scheduled for later
this year. Dobson is a "Designated Entity," enabling the company to bid for
all spectrum blocks being auctioned. While it is difficult to quantify how
much Dobson may bid, the company has stated that it will bid prudently, and
partner where appropriate.

The Ba3 rating on the DOC credit facility reflects Moody's assumption that
any large spectrum purchases and the associated capital requirements for
buildout and start-up operating losses will not be funded through DOC.
Upward pressure on these ratings could come from the attainment of free
cash flow (EBITDA less interest expense and capital expenditures), and
further streamlining of the company's capital structure.

Based in Oklahoma City, OK, Dobson Communications Corporation is a rural
cellular telephone service provider with over 550,000 subscribers and a 50%
interest in another rural cellular operation with over 480,000 subscribers.

FAMILY GOLF: Five-Year-Old Renovation Plan Commences In Spite of Chapter 11
Family Golf Centers, Inc., the Los Angeles Times reports, announces a $1.67
million renovation of its facilities in Sepulveda Golf Complex in Encino,
this September. The five-year-old plan will transform the pro shop and
driving range complex into an 80-stall, double-decked facility.

"We're very close to picking up plans from the Dept. of Building and
Safety," said Bill Shickler, vice president of West Coast operations for
Family Golf in El Segundo. "We plan to start sometime in September. We are
receiving bids from contractors now. We've been in advance of every
deadline we've ever had on this project. We're proceeding with construction
of this facility." And as a final word, Shickler added, "Other than the
Chapter 11, we've had no problems."

The funds for the project came from a $15 million loan under a DIP
financing agreement after the family entertainment center filed for Chapter
11 in the U.S. Bankruptcy Court Southern District of New York. Family Golf
Center is an operator of golf centers in North America.  It also operates
sports and family entertainment facilities, including ice rinks and Family
Sports Supercenters.

FRUIT OF THE LOOM: Committee Retains Kasowitz Benson to Pursue Lenders
The Official Committee of Unsecured Creditors of Fruit of the Loom, Inc.,
asks the U.S. Bankruptcy Court in Wilmington, Delaware, for permission to
retain Kasowitz, Benson, Torres and Friedman LLP as its special litigation
counsel in the Debtors' chapter 11 cases.

The Official Committee reminds Judge Walsh that Otterbourg, Steindler,
Houston and Rosen PC and Pepper Hamilton LLP, its current co-counsel, each
represent some of the Debtor's prepetition secured lenders in matters
unrelated to the current case. Robert M. Dowd of Calcot, Ltd., tells
Judge Walsh that, after a thorough investigation, the Committee has
determined that special litigation counsel is needed to complete an
analysis of potential claims against the Prepetition Secured Lenders. The
Committee's current counsel cannot bring these claims because they may be

The Kasowitz Benson attorneys who will lead the analysis and their hourly
billing rates are:

    a) David M. Friedman          $525 per hour

    b) Adam C. Shiff              $325 per hour

    c) Robert M. Novick           $285 per hour

    d) Athena F. Foley            $250 per hour

Bank of America and the Informal Committee of Secured Noteholders, object
to the Committee's pitch for more legal firepower.  Mark D. Collins, Esq.,
and David S. Walls, Esq., representing the Informal Committee, advance
several arguments:

    * First, the Official Committee's current legal team has already
submitted applications to the Court for "several hundred thousand

    * Second, in its Application, the Official Committee fails to explain
the nature and severity of the potential conflicts. Observers cannot tell
if the proposed firm has similar conflicts that have yet to surface.

    * Third, the Informal Committee is concerned that new counsel will
only provide duplicative services at the expense of the estate. For
example, it is unlikely the proposed firm will accept all conclusions
drawn by the current co-counsel. Therefore, they will engage in search
and discovery for issues that current co-counsel has already completed and
billed for.

    * Fourth, the Official Committee admits it knew these conflicts
existed, yet it waited until the last minute to hire additional counsel.

    * Lastly, the Informal Committee says that at this point, it needs to
preserve the value of the estate. According to its calculations, the
Unsecured Creditors are clearly out of the money anyway and will receive
little or nothing under the Plan of Reorganization. The Official
Committee, the Informal Committee charges, proposes to spend the Secured
Creditors' money to employ unnecessary professionals at no cost to the
Unsecured Creditors.  (Fruit of the Loom Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENEVA STEEL: Disclosure Statement in Support of Debtors' Plan Approved
Geneva Steel Company (GNVSQ) announced that the Disclosure Statement for
its Plan of Reorganization was approved by the United States Bankruptcy
Court for the District of Utah on August 24, 2000. The Plan is proposed
jointly by the Company and the Official Committee of Bondholders in the
Company's Chapter 11 case. It is also supported by the Official Committee
of Unsecured Creditors. The Bankruptcy Court will conduct a hearing on
confirmation of the Plan on October 13, 2000, at 9:00 a.m.

The Disclosure Statement and Plan will now be distributed to creditors,
bondholders and shareholders. Creditors and bondholders will receive
ballots requesting them to accept or reject the Plan. Ballots and
objections to the Plan, if any, must be submitted by October 6, 2000.

As previously reported, the Plan will significantly reduce the Company's
debt burden and provide additional liquidity in the form of a $25 million
capital infusion through the issuance of convertible preferred stock, a
$110 million term loan that is guaranteed 85% by the United States
government, and a $125 million revolving line of credit. The Company's
prebankruptcy unsecured creditors will receive, in lieu of cash payments,
substantially all of the common stock of the Company and the right to
purchase the convertible preferred stock. The prebankruptcy holders of the
Company's common and preferred stock will not receive a distribution under
the Plan. In the event that creditors do not purchase all of the preferred
stock, the Company has entered into a standby purchase agreement that
ensures the full $25 million in new capital will be raised. The objective
of the Plan is to restructure the Company's balance sheet to (i)
significantly strengthen the Company's financial flexibility throughout the
business cycle; (ii) fund required capital expenditures and working capital
needs; and (iii) fulfill those obligations necessary to facilitate
emergence from Chapter 11.

The Company, with Citicorp USA, filed an application on January 31, 2000,
for a U.S. government loan guarantee under the Emergency Steel Loan
Guarantee Program. The application sought an 85% guarantee for the $110
million term loan incorporated into the Plan. The Emergency Steel Loan
Guarantee Board extended an offer of guarantee to Citicorp, USA on June 30,

"We believe that the Plan will achieve our stated objectives and position
Geneva as a strong competitor. Although the Chapter 11 process has been
difficult, it has allowed the Company to address the financial issues that
made us vulnerable to market disruptions," said Joseph A. Cannon, chairman
and chief executive officer of the company.

The Company is represented by the firms of Cadwalader, Wickersham & Taft
and LeBoeuf, Lamb, Greene & MacRae LLP, as bankruptcy counsel, and The
Blackstone Group, L.P., as financial advisor.

There can be no assurance at this time that the Plan proposed by the
Company and the Bondholders' Committee will be confirmed by the Bankruptcy
Court either on the schedule set forth above or at all, or that, if
confirmed and consummated, the Plan will achieve the objectives described
above. Similarly, there can be no assurance that the financings
contemplated by the Plan can be obtained on terms favorable to the Company,
or at all.

Geneva Steel is an integrated steel mill operating in Vineyard, Utah. The
Company manufactures steel plate, hot-rolled coil, pipe and slabs primarily
in the Western and Central United States.

GENESIS/MULTICARE: Sysco Moves to Reclaim Goods From Genesis
Sysco Corporation was a supplier of food products and other goods to
Genesis Health Ventures, Inc., and The Multicare Companies, Inc., prior to
their petition dates.  In the ordinary course of business Sysco delivered
goods to the GHV Debtors in the value of $109,772 within 10 days after the
commencement of the chapter 11 cases, Sysco tells the Court in its motion
with respect to the GHV Debtors.

Sysco asks the Court to authorize reclamation of the goods pursuant to
section 546(c) of the Bankruptcy Code or alternatively grant Sysco an
administrative expense claim or a lien in the amount of $109,772.

Sysco tells the Court that it delivered goods to the Multicare Debtors in
the value of $477,833, and it seeks authorization for the reclamation of
the goods pursuant to section 546(c) of the Bankruptcy Code or
alternatively for an administrative expense claim or a lien in the amount
of $477,833.  (Genesis/Multicare Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

HARNISCHFEGER INDUSTRIES: Board Elects John Nils Hanson As New Chairman
Harnischfeger Industries, Inc. (OTC Bulletin Board: HRZIQ) announced the
election of John Nils Hanson as Chairman of the Board.  In addition to his
role as Chairman, he will continue as President and Chief Executive
Hanson succeeds Robert B. Hoffman who will continue to serve as a non-
employee Director.  Hoffman played an important role in developing the
financial strategies of the Company immediately prior to and during its
reorganization under chapter 11.
Harnischfeger Industries, Inc. is a global company with business segments
involved in the manufacture, service and distribution of equipment for
surface mining (P&H Mining Equipment) and underground mining (Joy Mining

HEILIG-MEYER: 7-Member Creditors' Committee Taps Akin Gump as Lead Counsel
Pursuant to 11 U.S.C. Sec. 1102, the United States Trustee, consistent with
his duty toomnitor chapter 11 cases pending before the U.S. Bankruptcy
Court for the Eastern District of Virginia, appoints these ceditors of
Heilig-Meyers Company (Case No. 00-34533), Heilig-Meyers Furniture Company
(Case No. 00-34534), Heilig-Meyers Furniture West, Inc. (00-34535), HMY
RoomStore, Inc. (Case No. 00-34536), HMY Star, Inc. (Case No. 00-34537),
and MacSaver Financial Services, Inc. (Case No. 00-34538) , to serve on the
Official Committee of Unsecured Creditors:

           Wells Fargo Bank Minnesota, N.A.
           Attn: Lon P. LeClair, Vice President
           Sixth and Marquette; N9303-120
           Minneapolis, Minnesota 55479
           Phone    :(612) 667-4803
           Facsimile:(612) 667-9825
           Email    :

           Fidelity Management & Research Company
           Attn: William B. Wall
           82 Devonshire Street, E20E
           Boston, Massachusetts 02109
           Phone    :(617) 563-0505
           Facsimile:(617) 476-7774
           Email    :

           EULER American Credit Indemnity Company
           Attn: Kevin P. McCann
           VP Claims & Recovery/AGC
           100 East Pratt Street
           Baltimore, Maryland 21202-1008
           Phone    :(410) 554-0727
           Facsimile:(410) 554-0883
           Email    :

           The Dreyfus Corp.
           Attn: Lou H. Geser
           200 Park Avenue, 55th Floor
           New York, New York 10166
           Phone    :(212) 9922-6177
           Facsimile:(212) 922-4856

           Klaussner Furniture Ind., Inc.
           Attn: Robert Shaffner, CFO
           P.O. Drawer 220
           Asheboro, North Carolina 27204
           Phone    :(336) 625-6175
           Facsimile:(336) 625-5372
           Email    :
           Action-Lane Industries
           Attn: Larry Witcher
           P.O. Box 1627
           Tupelo, Mississippi 38802
           Phone    :(662) 566-7211
           Facsimile:(662) 566-3390
           Email    :
           Kroehler Furniture/CIT Group
           Attn: James Romano
           301 South Tryon Street
           Charlotte, North Carolina 28202
           Phone    :(704) 339-2886
           Facsimile:(704) 339-2822
           Email    :

At the Committee's first meeting, the members voted to retain Akin, Gump,
Strauss, Hauer & Feld, L.L.P., as its lead counsel in Heilig-Meyer's
chapter 11 cases. Stanley J. Samorajczyk, Esq., Mark D. Taylor, Esq., and
Sam J. Alberts, Esq., lead the engagement from Akin Gump's Washington,
D.C., office, assisted by attorneys in New York, including Michael S.
Stamer, Esq.

INTEGRATED HEALTH: Cleco Stipulation For Assurance Of Utilities Payment
Pursuant to a provision in the Bankruptcy Court's First Day Utilities Order
concerning assurance of future payment for utility companies under 11
U.S.C. Sec. 366, the Debtors and Cleco Corporation entered into a
Stipulation whereby the Debtors will remit an additional deposit of $5,500
to Cleco, in addition to the Debtors' current balance of $20,989 relating
to their prepetition accounts with Cleco.

The total sum of this Security Deposit will bear interest according to
Cleco's governing tariffs and regulations and will be refundable.
The Stipulation also expressly provides that any undisputed charge for
post-petition utility services furnished by Cleco to the Debtors will
constitute an administrative expense. In the event of default of payment in
the absence of a good faith dispute, and the default is not cured within
five business days after written notice, Cleco may terminate post-petition
services to the Debtors without further order of the Court.

Judge Walrath approved the Stipulation in all respects. (Integrated Health
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-

JD SERVICES: Sale Lake City Faces Financial Crisis Files For Reorganization
JD Services Inc. (JDS), a Salt Lake City company named one of last year's
fastest-growing Utah companies by the Mountainwest Venture Group, filed for
chapter 11 bankruptcy protection last week, according to the Salt Lake
Tribune.  JDS is among the nation's largest providers of prepaid calling
cards.  Last year, JDS claimed it was selling more than 2 million cards a
month and had revenue of $142 million. It expected sales of more than $300
million this year.  According to JDS' Chapter 11 petition, the company owes
more than $35 million to its 20 largest unsecured creditors.  It owes MCI
Worldcom more than $27 million. (ABI 28-Aug-00)

LEARNINGSMITH, INC.: Boston Judge Caps NYC Lawyers' Hourly Rate at $370
New York counsel for a committee of unsecured creditors was entitled to
compensation at the rates charged by comparably qualified attorneys in
Boston, the locality where the case was pending. Counsel brought no special
expertise to the case that the local bar could not have provided. Although,
in its first two months, the case had been unusual and demanding, after
counsel's involvement it required only ordinary competence in Chapter 11
work. Further, counsel was not uniquely qualified to perform its task of
drafting the plan of reorganization. Accordingly, the firm's partners'
hourly rates were capped at $370, its associates' rates were reduced from
$250 to $200 per hour, and its paralegal's rate was reduced from $135 to
$110 per hour. In re LearningSmith, Inc., 2000 WL 502481 (Bkrtcy.D.Mass.)
(West Group's CoreContent Bankruptcy newsletter 28-Aug-2000)

MARINER POST-ACUTE: GranCare's Motion To Reject Quail Leases And Subleases
GranCare, Inc. sought and obtained the Court's authority to reject a real
property lease and sublease which together produce no value to GranCare and
its estate due to the sublessee's substantial rental default.  GranCare is
part of Mariner Post-Acute Network, Inc., reorganizing under chapter 11 in
Wilmington, Delaware.  

GranCare leased the property commonly known as Quail Ridge Health Care
Center, located at 1440-168th Avenue , San Leandro, California from Kay
Enterprises et. al. at a current monthly rate of $24,364 and subleased it
at $48,727 to Trinity which operates a skilled nursing care facility there.
To induce the landlord to consent to the Sublease, GranCare agreed to pay
the landlord 20% of the premium from the sublease in addition to the
monthly lease payment.

Trinity has intermittently failed to make Sublease payments and has
accumulated arrearages of approximately $600,000 through June 30, 2000,
excluding penalties and interest. However, GranCare continues to pay the
landlord both the regular lease payments and the lease premium, in the
total amount of $29,236 through June 30, 2000, scheduled to increase to
$30,040 in August, 2000.

The landlord's attempt to identify a replacement tenant has been futile.
GranCare has determined that it cannot operate the Facility profitably.
Rejecting the sublease first and then locating a new subtenant is not
desired by GranCare, given the costs associated with marketing the lease,
the cure amounts that may be required for the assumption and assignment of
the lease and the continued payment of administrative rent during the
marketing period.

Accordingly, GranCare, in its business judgment, has determined that the
best course of action is to reject the lease. GranCare preserves the rights
to challenge any claims or to raise any claim related to the matter.
(Mariner Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,

MEDPARTNERS PROVIDER: Creditors Vote to Accept Second Amended Plan
Creditors of MedPartners Provider Network, Inc., voted to accept the Second
Amended Chapter 11 Plan of Reorganization, by a wide, wide margin, Robert
J. Moore, Esq., of Milbank, Tweed, Hadley & McCloy, LLP, tells the
Honorable Barry Russell in anticipation of confirmation of the plan by the
U.S. Bankruptcy Court for the Central District of California, Los Angeles

Staff at PricewaterhouseCoopers LLP, at the behest of Patricia Naegely, a
Milbank paralegal counted and tabulated ballots cast by creditors holding
impaired claims. The final tally:

    Plan        Dollars        Claims       Dollars      Claims
    Class      Accepting      Accepting    Rejecting    Rejecting
    -----      ---------      ---------    ----------   ---------
       3    $1,642,489,824       364       $3,545,913       14
      3A       227,042,748       356        3,545,913       14
      3B         3,696,031         2                0        0
      3F     1,411,751,045         6                0        0

POCKET COMMUNICATIONS: Joint Motion to Approve Purchase & Sale Agreement
Pocket Communications, Inc. and its debtor-subsidiary DCR PCS, Inc.; and
Pacific Eagle Investments, Ltd., Pacific Eagle Investment (L) Limited, Masa
Telecom, Inc., Masa Telecom Asia Investment Pte. Ltd, Ericsson Inc.; and
Siemens Information and Communication Networks, Inc., the Debtors' lender,
seek an order approving bidding procedures with respect to the proposed
sale of certain personal communications services C Block licenses issued by
the FCC to Seller Sub, to Leap Wireless International, Inc., including
payment of the break-up fee to the purchaser.

The Bidding Procedures Order authorizes and approves the Bidding Procedures
including a proposed break-up fee in the amount of $4.2 million to be paid
to the purchaser in the event that it is not the winning bidder; and the
form of notice of the auction and the hearing on the sale.

The movants have determined that the current favorable market for PCS
wireless licenses and the approaching Buildout Deadline warrant the prompt
sale of the licenses to Purchaser or to another winning bidder. The movants
seek immediate approval of the Bidding Procedures Order and the subsequent
approval of the Agreement and the Sale at the Sale Hearing.

Pursuant to the Agreement, the debtors will sell the Licenses to purchaser
for the sum of $132.8 million, or such higher amount bid by purchaser at
the auction. The Licenses consist of the eleven 15-mhz licenses and the one
30-mhz license retained by Seller Sub. These assets comprise substantially
all of the debtors' assets. A qualified bidder at the auction must be an
entity qualified to hold C Block personal communications services licenses
under FCC rules. The bidder must bid no less than the sum of the proposed
purchase price, the Break-up Fee of $4.2 million and $1 million, the
"minimum overbid amount."

If the movants receive at least one qualified bid, an auction will be held
at the offices of Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW,
Washington DC on October 12, 2000 beginning at 10:00 AM.  The sale hearing
is tentatively scheduled for October 16, 2000 at 10 AM.

PRISON REALTY: Milberg Weiss Announces Settlement Of Shareholder Lawsuit
Milberg Weiss announced the settlement of several related class and
derivative stockholder lawsuits involving Prison Realty Trust Inc.
(NYSE:PZN) and Corrections Corporation of America for a total recovery of
more than $120 million. The settlement represents the largest shareholder
class action recovery ever in Tennessee.

Milberg Weiss senior partner, William S. Lerach, stated, "We are very
gratified to be able to have obtained a recovery of this size on behalf of
the shareholders we and other lawyers represent in these cases." The
Settlement involves the payment of more than $48 million in cash and shares
of Prison Realty common stock with a guaranteed value of more than $72
million. As part of the Settlement, defendants also agreed to significant
improvements in Prison Realty's corporate governance procedures.

The following groups of persons who timely file valid proofs of claim will
share in the recovery: stockholders of CCA Prison Realty Trust ("Old PZN")
who exchanged their shares of Old PZN for shares of Prison Realty
Corporation ("New PZN") in connection with the Jan. 1, 1999 merger between
CCA and Old PZN (the "Merger"); persons who purchased New PZN shares
between Jan. 1, 1999 and Dec. 27, 1999; persons who purchased shares of CCA
between April 24, 1997 and April 20, 1998; and CCA shareholders who
exchanged their CCA shares for New PZN shares in the Merger. The
settlements are subject to the execution of a definitive settlement
agreement, notice to shareholders and court approval.

Mr. Lerach continued, "Achieving this settlement, even after Congress
amended the federal securities laws in 1995 to make it more difficult for
stockholders to pursue fraud claims against public companies and their
managers, demonstrates that determined and skillful lawyering can still
produce superior results." Mr. Lerach added that "we wish to pay special
tribute to Professor Eric Green of Boston University, who served as the
mediator in these litigations and helped to bring about this settlement.
Without Professor Green's leadership and the good faith approach of Prison
Realty's current Chairman and CEO and their liability insurance carriers,
such a superior result would not have been possible."

RELIANCE GROUP: Fitch Ratchets Credit Ratings Further Downward
Fitch, the international rating agency formed through the merger of Duff &
Phelps Credit Rating Co. and Fitch IBCA, announced a downgrade of Reliance
Group Holdings, Inc.'s (Reliance) senior debt ratings to 'C' from 'CC' and
Reliance Insurance Group's insurer financial strength ratings to 'DDD' from
'B'. The ratings remain on Rating Watch Negative. The ratings are listed

This action follows the announcement of an agreement between Reliance's
lead insurance subsidiary, Reliance Insurance Company, and the Pennsylvania
Insurance Department that the company would seek regulatory approval before
executing any major financial agreements. These agreements include upstream
dividend payments to the parent holding company, sales of material assets,
merging with another organization, or entering into new reinsurance
arrangements. Under Fitch's insurer financial strength rating definitions,
the 'DDD' rating category includes insurers that have been subjected to
some form of regulatory intervention.

Reliance has been active in selling renewal rights to various books of
business in recent months. The company's current plan is to operate its
insurance business in a run-off mode, continuing to seek sales of its
various remaining business segments and non-renewing segments that are not

Given these circumstances, Fitch believes that Reliance faces great
uncertainty in refinancing debt that comes due later this year, including
approximately $230 million of bank financing and $284 million of publicly
traded debt that matures in November.

Reliance has primary operations in property/casualty insurance and
information technology consulting. The company reported consolidated GAAP
assets of $13.9 billion and shareholders' equity of $454 million at June
30, 2000.

Reliance Group Ratings

    * Financial Strength Ratings on Rating Watch Negative

    -- Reliance Insurance Company lowered to 'DDD' from 'B'.

    -- Reliance National Insurance Company lowered to 'DDD' from 'B'.

    -- Reliance National Indemnity Company lowered to 'DDD' from 'B'.

    -- United Pacific Insurance Company lowered to 'DDD' from 'B'.

    -- Reliance Insurance Company of Illinois lowered to 'DDD' from 'B'.

    -- Reliance Insurance Company of California lowered to 'DDD' from 'B'.

    -- Reliance National Insurance Co. of NY lowered to 'DDD' from 'B'.

    -- United Pacific Insurance Co. of New York lowered to 'DDD' from 'B'.

    * Debt Ratings on Rating Watch Negative Reliance Group Holdings, Inc.

      a) Senior Debt lowered to 'C' from 'CC'.

      b) Subordinated Debt lowered to 'C' from 'CC'.

SERVICE MERCHANDISE: Subleases Projected to Yield $4.5MM in Annual Rents
Service Merchandise Corp. has come to agreements with Office Depot, A.C.
Moore and Bed Bath & Beyond regarding subleases for portions of its stores.
This week's edition of F&D Reports' Scrambled Eggs publication relates that
SMCO obtained Bankruptcy Court approval for its plan to sublease portions
of 19 stores to T.J. Maxx. TJM will have to negotiate with each of the
affected landlords, based on the decision of the Bankruptcy Court not to
grant the portion of Service Merchandise's motion to enforce "non-
disturbance agreements" that would have forced landlords to honor the
subleases even if Service Merchandise subsequently surrendered its primary
lease. Overall, the Company believes subleasing agreements may provide $4.5
million in annual rental revenue, will boost customer traffic and reduce
the carrying costs for the properties as regards the cost of insurance and
other costs for the properties, as well as covering a portion of the
property taxes on the locations, F&D said.

SMART TALK: Juno Launches Counterattack in "Good Faith" Discovery
Manhattan lawyers Lawrence P. Gottesman, Esq., and Catherine M. McGrath,
Esq., of Brown Raysman Millstein Felder & Steiner, LLP, convinced Judge
Blackshear at a hearing on August 22, that the discovery process isn't a
one-way street. Smart World Technologies, et al., will get the 22
categories of documents Douglas T. Tabachnik, Esq., of Old Bridge, New
Jersey, demanded that Juno Online Services, Inc., produce in anticipation
of an evidentiary hearing on September 6, 2000, before the U.S. Bankruptcy
Court for the Southern District of New York, on the issue of Juno's "good
faith" in connection with a certain sale of the Debtors' assets. At the
same time, Juno will look for the Smart World Debtors to produce documents
responsive to its 22 requests:

    Request No. 1.  Documents sufficient to identify the business structure
of the Debtors, including any operating agreements, articles of formation,
articles of organization, articles of incorporation, by-laws and minutes
from any shareholder meetings.

    Request No. 2.  All documents relating to the business structure of the
Debtors, including any operating agreements, articles of formation,
articles of organization, articles of incorporation, by-laws and minutes
from any shareholder meetings.

    Request No. 3.  Documents sufficient to identify the initial and
subsequent capitalization of the Debtors.

    Request No. 4.  All documents relating to the initial and subsequent
capitalization of the Debtors.

    Request No. 5.  Documents sufficient to identify any guarantees or
similar undertakings of any obligations of the Debtors.

    Request No. 6.  All documents relating to any guarantees or similar
undertakings of any obligations of the Debtors.

    Request No. 7.  All documents relating to the Term Sheet, including
those relating to any meetings, negotiations and/or bids for the Freewwweb
Referral lists, all drafts and the final executed version of the Term Sheet
and any payments that the Debtors received relating to the Term Sheet.

    Request No. 8.  All documents and technical manuals relating to the
transfer of Subscribers from the Debtors to Juno, including, without
limitation, documents exchanged prior to June 19, 2000, between Juno,
Worldcom, UUNet, the Committee and the Debtors, including, to the extent
not otherwise requested, all documents between counsel for such parties.

    Request No. 9.  All documents relating to the Debtors' decision to file
for bankruptcy relief.

    Request No. 10. To the extent not otherwise requested, all documents
relating to the transfer of Subscribers to Juno.

    Request No. 11. To the extent not otherwise requested, all documents of
the Debtors relating to the transfer of Subscribers to Juno.

    Request No. 12. All documents relating to the documents (including such
documents) that Debtors intend to introduce at the hearing on the matter of
Juno's "good faith" on September 6, 2000, or on any adjourned date of such

    Request No. 13. All documents relating to any loans made by any person
or entity to the Debtors.

    Request No. 14. All documents relating to the payment of any loans, in
any form, by the Debtors to any person or entity.
    Request No. 15. All documents relating to the Debtors' transfer to Juno
of Subscribers e-mail addresses and passwords, including all documents
relating to the "secret question" data used to verify each Subscriber's
identity in the event the subscriber forgets his or her password.

    Request No. 16. All documents relating to web pages created by the
Debtors to promote or market its free web access, including a copy of each
such web page.

    Request No. 17. All documents relating to the ISP address of each DNS
server utilized by the Debtors, including the actual ISP address of each
DNS servers.

    Request No. 18. All documents between the Debtors and one or more of the
MDs or any other person or entity relating to the forwarding of any ISP
address of any of the Debtors' DNS servers.

    Request No. 19. To the extent not produced in response to any of the
foregoing Requests, all documents relating to Juno, MDs, UUNet, Worldcom,
the Committee and including all those documents that Debtors sent
to or received from Juno, MDs, UUNet, Worldcom, the Committee and

    Request No. 20. To the extent not produced in response to any of the
foregoing Requests, all documents relating to the MDs.

    Request No. 21. To the extent not produced in response to any of the
foregoing Requests, all documents relating to any consideration payable by
Juno to the Debtors pursuant to the Term Sheet.

    Request No. 22. To the extent not produced in response to any of the
foregoing Requests, all documents relating to the Debtors' assertion in
their objection, dated August 1, 2000, to MD's "Motion for Order Requiring
Debtors to Assume or Reject Master Distribution Agreements" that alleges
"[a]t the time of the Sale Order, the Debtors had approximately 1.7 million
registered subscribers whose user names and passwords have all been
transferred over to Juno. As a result, the current consideration due under
the Juno Agreement is $3,500,000 in cash and $79,000,000 in Juno stock plus
additional sums as and when other registered subscribers convert over to

TOKHEIM CORP: Commences Prepackaged Financial Restructuring Under Chap. 11
Tokheim Corporation (OTCBB:TOKM) announced that it has filed its previously
announced prepackaged plan of reorganization for the Company and its U.S.
subsidiaries with the overwhelming support of its banks and bondholders.
The Company has filed a Chapter 11 petition in the United States Bankruptcy
Court for the District of Delaware.  The Company's non-U.S. subsidiaries
would not be affected.  The Company has filed motions for court approval to
continue to pay its employees and trade creditors in the normal course of
business, which motions are expected to be approved by the court shortly.
The restructuring plan does not contemplate any factory closures or
headcount reductions.

The Company also announced that, concurrent with the court filing, it has
filed a motion for authority to enter into a credit agreement with its
lending group to provide the Company with an approximately $48 million
debtor-in-possession (DIP) credit facility which will be converted into a 5
year revolving facility upon the Company's emergence from the restructuring

Douglas K. Pinner, Chairman, President and Chief Executive Officer of
Tokheim, stated: "We are gratified by the extremely strong support of our
banks and bondholders in endorsing our plan. The plan will enable the
Company to achieve greater financial stability in the wake of the
unforeseen market disruption caused by the mergers among the major oil
companies and by the weakening of European currencies against the U.S.
dollar. With bank and bondholder approval and financing in place, today's
filing represents an important step in the successful completion of
Tokheim's broader restructuring plan. We intend to petition the Court for a
confirmation hearing as quickly as possible.

"Once we have completed this process, we expect Tokheim to emerge as a
stronger company with a sound financial structure that is appropriate not
only for today's level of business activity but also for the expected
future growth of the business as the major oil companies and the
distributor business segment resume normal levels of capital investment. We
will have the reinforced financial foundation on which Tokheim can continue
to build its position as the global leader in its industry, bringing
continued leadership in technology, quality, focus and customer service."

Pursuant to the plan, which is subject to court approval, the Company's
employees' rights to receive cash redemptions of preferred stock held by
the Retirement Savings Plan (RSP) will be preserved.

Under the terms of the prepackaged financial restructuring plan, the
Company's approximately 12,669,000 shares of outstanding common stock will
be cancelled. In exchange for their notes, the holders of $260 million of
senior and junior subordinated notes and certain other unsecured creditors
will receive 4,500,000 shares of new common stock representing 90 percent
of the equity value of the restructured Company, subject to dilution for
warrants to existing shareholders and management options. Members of the
bank group will receive warrants with a 5 year term to purchase 678,334
shares of the new common stock at an exercise price of $0.01 per share.
Holders of existing common stock, which will be cancelled, will receive
warrants with a 6 year term giving them the right to acquire an aggregate
of 549,451 shares of the new common stock of the reorganized Company at an
exercise price of $49.50 per share.

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

URANIUM RESOURCES: Private Placement Raises $730,000
Uranium Resources, Inc. has raised $730,000 of equity by the issuance of
7.3 million shares of common stock at $0.10 per share to a group of private
investors. The investors were also issued five-year warrants to purchase an
aggregate of 5,475,000 shares of common stock at an exercise price of $0.20
per share. The company also has signed a letter of intent with Texas
regulatory authorities and the company's bonding company that, when
finalized, would provide the company access to up to $2.3 million of
company funds pledged to secure the company's restoration bonds.
Approximately $250,000 has been released to the company to date under the
letter of intent. The funds are being used by the company to perform
restoration at the its Kingsville Dome and Rosita mine sites in South
Texas. When finalized, the term of the agreement is expected to run through
the end of 2001. Discussions to finalize this agreement are ongoing and are
expected to be completed in August 2000.

Uranium Resources reports that certain key employees will convert
approximately $186,756 of previously deferred compensation into shares of
common stock at $0.20 per share. These persons will also continue to defer
a portion of their compensation and will be entitled to convert that
deferred compensation into shares of common stock at $0.20 per share. The
company will also issue certain key employees stock options to acquire a
total of 2.25 million shares of common stock at $0.20 per share, subject to
stockholder approval. In addition, the company will allow holders of
current outstanding options covering 903,632 shares of common stock at
prices ranging from $0.25 per share to $17.00 per share to surrender these
options for new options with an option price of $0.20 per share.

In other news, the company also has reached a compromise with its
regulatory counsel settling an outstanding indebtedness of approximately
$560,000 for a payment of $100,000 in cash, the assignment of certain
claims, the issuance of 720,000 shares of common stock and an agreement to
issue an additional 200,000 shares upon the occurrence of certain events.

Further, the company also has finalized its previously announced settlement
with the Liquidating Trustee in connection with the bankruptcy of Oren
Benton and certain of his affiliated companies. Under the settlement, the
Trustee released the company from approximately $1.6 million in claims in
exchange for the company releasing certain claims, assigning certain
claims to the Trustee and the issuance of the company's $135,000 promissory
note that requires no payments until maturity on July 17, 2005 and is
convertible by the Trustee into shares of common stock at $0.75 per share.
The note is secured by a deed of trust covering the company's Kingsville
Dome and Rosita properties.

Paul K. Willmott, Chairman and CEO stated "I am pleased that our efforts
over the last year to maintain the financial viability of URI are having
some success. The company's near-term ability to survive the downturn in
the uranium market was dependent upon the completion of the equity offering
and the implementation of the agreement with the Texas agencies and our
bonding company. The agreements we have announced today should permit the
company to remain operating for another five months. It will be necessary,
however, to obtain additional funds to permit us to survive thereafter, and
our efforts will be ongoing. Unless other funds become available from
future sources and the restoration agreement is finalized in a timely
fashion, the company would more likely than not have to seek bankruptcy
protection before the end of January 2001."

VENCOR: Debtors' Fourth Motion To Extend Time To Assume & Reject Leases
Vencor, Inc., and its debtor-affilates are still collecting data regarding
the assumption or rejection of the Leases. It is very important, the
Debtors note, that they make informed judgment on how each lease will fit
into the reorganization which they are still negotiating.

The Debtors again draw the Court's attention to the magnitude and
complexity of the their operations, the task in gathering information
from voluminous documents, books and records in order to determine
whether the Leases should be assumed or rejected, which is complicated
by the geographic dispersion of the leases properties and the existence
of subleases.

To avoid premature assumption thus creating substantial administrative
expense claims, and premature rejection which will impair their ability to
operate, the Debtors seek a further extension of 91 days, from September
11, 2000 to December 11, 2000, of the period for assumption or rejection
of non-residential real property leases under Section 365(d)(4) of the
Bankruptcy Code.

For the purpose of seeking such an extension, the Debtors as before
include in the motion certain instruments or financing arrangements that
are not true leases so that such instruments will not be deemed
automatically rejected if they are found to be true leases after deadlines
for assumption or rejection. They also include leases of hospitals and
nursing centers so that these will not be deemed automatically rejected if
they are found to be non-residential after the deadline. Leases and
subleases under which the Debtors are lessors or sub-lessors are also
included because the Debtors desire an extension of the time to assume or
reject these leases to be concurrent with the extension of time requested
in the motion. (Vencor Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

VIDEO CITY: Case Summary and 20 Largest Unsecured Creditors
Debtor:  Video City, Inc.
          9998 Global Road, 2nd Floor
          Philadelphia, Pennsylvania 19115
Type of Business:  Video Store Rental Chain

Chapter 11 Petition Date:  August 24, 2000

Court:  Central District of California

Bankruptcy Case No:  00-34254

Judge:  T. Donovan

Debtor's Counsel:  Gary Klausner, Esq.
                    Troop Steuber Pasich Reddick & Tobey
                    2029 Century Park East, Suite 2400
                    Los Angeles, California 90067
                    Tel:(310) 728-3200
                    Fax:(310) 728-2200

Total Assets:  $ 21,216,204
Total Debts :  $ 45,791,826

20 Largest Unsecured Creditors

Ingram Entertainment
2 Ingram Boulevard
La Vergne, TN 37089
(800) 621-1333 ext 4456             TradeDebt          $ 10,912,621

One Airport Center
7700 NE Ambassador Pl
Portland, OR 97220
(503) 284-7581 ext 29               TradeDebt           $ 8,861,578

International Video
Post Office Box 945
Hightstown, NJ 08520
(609) 426-1777                      TradeDebt           $ 1,598,033

Warner Home Video
2184 Collection Ctr Dr
Chicago, IL 60693
(818) 843-6311                      TradeDebt           $ 1,156,062

Pioneer Entertainment
Post Office Box 100314
Pasadena, CA 91189
(213) 746-6337                      TradeDebt             $ 557,403

Buena Vista Home Video
5045 Collection Ctr Dr
Chicago, IL 60693
(818) 553-7822                      TradeDebt             $ 385,960

Valley Media Inc.
Post Office Box 2057
1280 Santa Anita Court
Woodland, CA 95776
(800) 781-5081                      TradeDebt             $ 331,895

Latham & Watkins
650 Town Center Drive
Suite 2000
Costa Mesa, CA 92626
(714) 540-1835                      LegalServices         $ 326,703

Bonafide Mgt Systems
241 Lombard Street
Thousand Oaks, CA 91360
(805) 777-7666                      TradeDebt             $ 272,002

Paramount Home Video
556 Melrose Avenue
Hollywood, CA 90038
(323) 956-4748                      TradeDebt             $ 265,209

Security Link                       TradeDebt             $ 245,662

Games Trader Inc                    TradeDebt             $ 187,285

Troy & Gould                        LegalServices         $ 177,569

Baker & Taylor                      LegalServices         $ 175,392

James Howard                        Loan                  $ 165,311

Image Entertainment Inc.            TradeDebt             $ 147,502

Columbia Tristar                    TradeDebt             $ 133,338

Showtime USA Inc                    TradeDebt             $ 128,989

Marshal Morgan                      Loan                  $ 120,754

Entertainment Marktplace            TradeDebt              $ 99,088

* Meetings, Conferences and Seminars
September 7-8, 2000
     ALI-ABA and The American Law Institute
        Conference on Revised Article 9 of the
           Uniform Commercial Code
              Hilton New York Hotel, New York, New York
                 Contact: 1-800-CLE-NEWS

September 12-17, 2000
           Doubletree Resort, Montery, California
              Contact: 1-803-252-5646 or

September 15-16, 2000
        Views From the Bench 2000
           Georgetown University Law Center, Washington, D.C.
              Contact: 1-703-739-0800

September 20-22, 2000
        3rd Annual Conference on Corporate Reorganizations
           The Regal Knickerbocker Hotel, Chicago, Illinois
              Contact: 1-903-592-5169 or

September 21-23, 2000
        Litigation Skills Symposium
           Emory University School of Law, Atlanta, Georgia
              Contact: 1-703-739-0800

September 21-24, 2000
        8th Annual Southwest Bankruptcy Conference
           The Four Seasons, Las Vegas, Nevada
              Contact: 1-703-739-0800

November 2-6, 2000
        Annual Conference
           Hyatt Regency, Baltimore, Maryland
              Contact: 312-822-9700 or

November 27-28, 2000
        Third Annual Conference on Distressed Investing
           The Plaza Hotel, New York, New York
              Contact: 1-903-592-5169 or

November 30-December 2, 2000
        Winter Leadership Conference
           Camelback Inn, Scottsdale, Arizona
              Contact: 1-703-739-0800

February 22-24, 2001
        Real Estate Defaults, Workouts, and Reorganizations
           Wyndham Palace Resort, Orlando (Walt Disney World), Florida
              Contact: 1-800-CLE-NEWS

March 28-30, 2001
        Healthcare Restructurings 2001
           The Regal Knickerbocker Hotel, Chicago, Illinois
              Contact: 1-903-592-5169 or

July 26-28, 2001
        Chapter 11 Business Reorganizations
           Hotel Loretto, Santa Fe, New Mexico
              Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears in the TCR each
Wednesday.  Submissions via e-mail to are


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

A list of Meetings, Conferences and Seminars appears in each Wednesday's
edition of the TCR. Submissions about insolvency-related conferences are
encouraged. Send announcements to

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from --
go to  
or through your local bookstore.

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


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc., Washington,
DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace
Samson, Editors.

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

This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of
the publishers. Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.

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Additional e-mail subscriptions for members of the same firm for the term
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                     * * * End of Transmission * * *