TCR_Public/000906.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, September 6, 2000, Vol. 4, No. 174

                               Headlines

ABRAXAS PETROLEUM: Deloitte & Touche Replaces Ernst & Young as Auditors
AGRIBIOTECH: Seeks 60-Day Exclusivity Extension through November 20
AMERICAN FINANCIAL: Fitch Rates Subordinated Debt at BBB+ & TOPrS at BBB
APB ONLINE: Reschedules Asset Auction in SDNY Court for September 7
CAMBIOR, INC.: Conversations with SEC Leads to Enhanced Reporting

CANADIAN AIRLINES: Resurgence's Appeal of CCAA Plan Crashes & Burns
CERPLEX GROUP: Creditors' Committee Taps Blank Tome as Local Counsel
CONSECO INC: Announces Agreements With Chase Manhattan and Bank of America
CRABCREEK BREWERY:  Case Summary And 20 Largest Unsecured Creditors
DIAGNOSTIC HEALTH: Debtors Request Substantive Consolidation

DT INDUSTRIES: Moody's Downgrades And Places Ratings Under Review
GENCOR: Selling California Pellet Mill and Roskamp-Champion Division
GENESIS/MULTICARE: First Motion To Extend Time To Assume & Reject Leases
GRAND COURT: Obtains Extension of Exclusive Period through September 21
HARNISCHFEGER INDUSTRIES: Beloit Sells Portland Property To Clay for $1.5MM

JUMBOSPORTS, INC.: Sale of Wichita Property to Fetch $2,400,000
LAMONTS APPAREL: Gottshalks Reopens 27 Stores Of Failed Kirkland Company
LIGHTHOUSE BUILDING: Investigation Proceedings To Prosecute Still Undecided
LOEWEN: Moves to Reject Shareholder Agreement with Ronald F. Lowell
MERCED IRRIGATION: Fitch Reviewing BBB- Senior Lien Revenue Certificates

MOLL INDUSTRIES: Moody's Junks All Debt Ratings; Outlook Remains Negative
MONARCH DENTAL: Lenders Agree to More Time to Formulate Restructuring Plan
MOUNTAIN HIGH: Poor Quality RV Manufacturer Files Bankruptcy Liquidation
PACIFIC AEROSPACE: Moody's Cuts 11-1/4% Senior Sub Note Rating to Ca
PATHMARK STORES: Emerges Chapter 11 As Court Approves Reorganization Plan

PRIMARY HEALTH: Hires ProfitMax to Look for Refunds, Rebates & Credits
PRIME RETAIL: Maurice A. Halperin Discloses 8.5% Equity Stake
RELIANT BUILDING: Applies to Employ Crossroads, LLC as Financial Advisors
ROBERDS, INC.: Rejects Remaining Leases for Which Unable to Drum-Up Bids
SABRATEK CORP.: Moon Acquisition Purchases Assets for $1 Million Price Tag

SAFETY COMPONENTS: Victor Guadagno Buys Valentec Business for $4.15 Million
SAFETY-KLEEN: Sells Property Located Near Roebuck, SC, for $250,000
SERVICE MERCHANDISE: Reports $27.5 Mil. July Loss on $101 Mil. of Sales
STYLING TECHNOLOGY: With 81% Acceptance by Bondholders, Ready for a Prepack
TOKHEIM CORP.: Obtains Interim Okay to Borrow $20MM under DIP Loan Pact

UNICAPITAL CORP.: Bank of America Extends Revolving Credit Until Oct. 16
VENCOR: Raises $216,000 by Selling Nuclear Medicine System Equipment Lease
WASTE MANAGEMENT: Vivendi To Purchase Assets in Hong Kong and Mexico
YORK FUNDING: Moody's Puts 4 Classes Of Securitization Notes on Watch

* Meetings, Conferences and Seminars

                               *********

ABRAXAS PETROLEUM: Deloitte & Touche Replaces Ernst & Young as Auditors
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On August 17, 2000, the Board of Directors of Abraxas Petroleum
Corporation, engaged the accounting firm of Deloitte & Touche LLP as the
company's certifying accountant for the year ended December 31, 2000. The
decision to approve the dismissal of Ernst & Young LLP and engagement of
Deloitte & Touche LLP was approved by the Audit Committee of the Board of
Directors and the Board of Directors of the company. Ernst & Young LLP
was notified of their dismissal on August 18, 2000.


AGRIBIOTECH: Seeks 60-Day Exclusivity Extension through November 20
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Agribiotech, Inc., seeks a further extension of its exclusive period during
which to file a plan of reorganization through and including November 20,
2000, and a further extension of its exclusive period during which to
solicit acceptances of that plan through and including January 19, 2001.

There remain certain plan issues regarding grower claims that have yet to
be finalized. The Committee and counsel to certain grower constituencies
have potentially resolved the matters in dispute, and if finalized, this
resolution will affect certain provisions contained in a plan or plans in
respect of the treatment of grower claims.

Additionally, the debtors have commenced the process of negotiating with
key constituencies on the form and content of a plan or plans and are
working with the Committee and other parties in interest to develop a
number of concepts for inclusion in the plan ultimately filed with the
court.

According to Bradley Sharp, senior consultant with Development Specialists,
Inc., appointed by the court as the reorganization consultants and crisis
managers to the debtors, the debtors require additional time to finalize
the Sales and, at a minimum to begin the analysis of claims against their
estates and to negotiate with various constituencies regarding the form of
plan to be proposed in these cases.


AMERICAN FINANCIAL: Fitch Rates Subordinated Debt at BBB+ & TOPrS at BBB
------------------------------------------------------------------------
Fitch, the international rating agency formed through the merger of Duff &
Phelps Credit Rating Co. and Fitch IBCA, has affirmed the debt and
preferred securities ratings of the following American Financial Group,
Inc. (AFG) subsidiaries:

      (A) AFG`s and American Financial Corp.`s senior debt rating of `A-`,

      (B) American Premier Underwriters, Inc. subordinated debt rating of
          `BBB+`, and

      (C) the trust originated preferred securities (TOPrS) rating of
          American Financial Capital Trust I of `BBB`.

Fitch has also affirmed the `AA-` insurer financial strength rating of the
Great American Insurance Company Intercompany Pool (GAIC).  The Rating
Outlook is Negative.

The ratings continue to be based on the market position and historically
consistent operating performance of AFG`s insurance operating subsidiaries.
The Negative Outlook is based on recent increases in parent company
financial leverage to levels that are high for the rating category and less
favorable underwriting results for the first half of 2000. Further
increases in holding company debt or adverse operating performance may lead
to future downward adjustments to the ratings.

AFG is a publicly held holding company with subsidiaries engaged primarily
in the sale of property/casualty insurance, life insurance and annuities.
On a consolidated basis, AFG is the 27th-largest property/casualty insurer
in the United States. with $2.3 billion of net written premium in 1999. The
company had total assets of $16.4 billion and shareholders` equity of $1.3
billion at June 30, 2000.

AFG`s parent company capital structure currently has approximately 28.7%
allocated to debt, compared with 25.4% at year-end 1999. Fitch expects this
ratio to decline back to approximately 25% over time. Fixed-charge coverage
is adequate for AFG. The ratio of earnings to fixed charges declined to
2.4X for the first six months of 2000, compared with 3.4X for the full-year
1999.

AFG`s GAAP operating profitability declined somewhat in the first half of
2000. At June 30, 2000, the combined ratio increased to 105.5% compared to
100.4% for the same period in 1999 due to less favorable results in
nonstandard auto and some specialty lines segments. Earnings from insurance
operations were $38.8 million for the first half of 2000 compared with
$85.6 million in the prior year. First half 2000 results were marred by a
$32.5 million charge for a legal settlement at life subsidiary Great
American Financial Resources, Inc.

Net written premium increased by 24% in the first half of 2000 to $1.3
billion. This change is due to the impact of recent rate increases across
several business segments and the acquisition of auto insurer Worldwide
Insurance Co. in 1999. Signs of improving market conditions and the
elimination of some smaller unprofitable specialty business segments
potentially will lead to better underwriting performance going forward.


APB ONLINE: Reschedules Asset Auction in SDNY Court for September 7
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APB Online Inc., operator of APBnews.com (http://www.APBnews.com)and the  
only media company exclusively covering crime, justice and safety, said the
auction of its assets was postponed. The auction was rescheduled for
September 7 at 10 a.m.

The auction is conducted through the U.S. Bankruptcy Court for the Southern
District of New York. APB has operated under Chapter 11 bankruptcy
protection since July 5. Proceeds from the sale will be used to satisfy the
claims of creditors.

APB Online was organized and financed in August 1998, launching APBnews.com
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 more journalism awards. On June 19, the company
said it had rehired some employees after two weeks of volunteer efforts.


CAMBIOR, INC.: Conversations with SEC Leads to Enhanced Reporting
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Cambior, Inc., announced that, after consultations with the staff of the
United States Securities and Exchange Commission, it has determined to file
an Annual Report on Form 20-F for 1999 as soon as is practicable.  Cambior
had previously filed its 1999 Annual Report on Form 40-F, not realizing
that as a result of the severe decline in its stock price late last year,
it was no longer eligible to use such form.

The Company noted that Form 20-F requires certain disclosures that are not
required by Form 40-F, including compliance with Industry Guide 7 on
"Reserves disclosure" and additional quantitative and qualitative
information as to market risks.

The Company also noted that the SEC staff had questioned its classification
of certain projects, and that the reclassifications proposed by the SEC
staff may require adjustments to Cambior's net income and retained earnings
under United States generally accepted accounting principles.  Such
reclassifications would not require any adjustments to the Company's
financial statements under Canadian GAAP.

Cambior Inc. is a diversified international gold producer with operations,
development projects and exploration activities throughout the Americas.
Cambior's shares trade on the Toronto and American (AMEX) stock exchanges
under the symbol CBJ.


CANADIAN AIRLINES: Resurgence's Appeal of CCAA Plan Crashes & Burns
-------------------------------------------------------------------
Canadian Airlines was informed that the Alberta Court of Appeal has
dismissed an application to appeal an Alberta Court of Queen's Bench June
27, 2000 decision to approve Canadian Airlines' Plan of Compromise and
Arrangement, under the Companies Creditor Arrangement Act. The appeal
application was filed by Resurgence Asset Management, an unsecured creditor
of Canadian Airlines International Ltd.

"This decision, along with the announcement welcoming Canadian Regional
Airlines into the Air Canada network, moves forward the process of full
integration of Air Canada and Canadian Airlines," said Paul Brotto,
Canadian Airlines' President and Chief Executive Officer.

On July 6, 2000, Canadian Airlines International Limited became a wholly
owned subsidiary of Air Canada. On August 30, 2000, following the close of
the 60-day sale period of Canadian Regional Airlines, Air Canada was
advised by Donaldson, Lufkin and Jenrette, the authorized selling agent,
that no qualified bids had been received. Canadian Regional Airlines thus
remains an indirect wholly owned subsidiary of Air Canada.


CERPLEX GROUP: Creditors' Committee Taps Blank Tome as Local Counsel
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The Official Committee of Unsecured Creditors of The Cerplex Group, Inc.
and Cerplex, Inc. seek authority to employ and retain Blank Rome Comisky &
McCauley LLP as its attorneys nunc pro tunc as of August 4, 2000. The
Committee seeks to retain the firm for, inter alia:

    a. Attendance at court hearings as requested by the Committee or Traub
       Bonacquist & Fox LLP;

    b. Attendance at section 341 meetings;

    c. Advice on local practices and procedures and determinative case law
       within the jurisdiction;

    d. Monitor pleadings filed in these cases and assist Traub Bonacquist &
       Fox LLP, co-counsel to the Committee; in filing pleadings and
       otherwise participating in these cases in Delaware.


CONSECO INC: Announces Agreements With Chase Manhattan and Bank of America
--------------------------------------------------------------------------
Conseco, Inc. (NYSE:CNC) announced an agreement with Chase Manhattan Bank
and Bank of America to extend to Sept. 22, 2000, $155 million in loans to
Conseco, and $145 million of guarantees by Conseco with respect to loans
made to directors and officers of Conseco in connection with a stock
purchase program.

"Although formal arrangements on the larger debt package with our banks are
not final, we are gratified with the progress of our negotiations and are
optimistic that a successful restructuring of our bank debt can be
completed prior to Sept. 22, 2000," Conseco said. "Obviously, the action
taken by Chase and Bank of America today is a step toward allowing us to
achieve the desired restructuring."

Headquartered in Carmel, Ind., Conseco is one of middle America's leading
sources for insurance, investment and lending products. Through its
subsidiaries and a nationwide network of distributors, Conseco helps 13
million customers step up to a better, more secure future.


CRABCREEK BREWERY:  Case Summary And 20 Largest Unsecured Creditors
-------------------------------------------------------------------
Debtor:  CrabCreek Brewery LLC
          416 Western Avenue
          Moses Lake, WA 98837

Chapter 11 Petition Date:  August 31, 2000

Court:  Eastern District Of Washington

Bankruptcy Case No:  00-05587

Debtor's Counsel:  Robert B. Royal, Esq.
                    502 N. 40th Avenue #3
                    Yakima, WA 98908
                    (509) 965-0460

Total Assets:  $ 1,753,300
Total Debts :  $   681,425

20 Largest Unsecured Creditors:

Mr. Lloyd Walraven               Credit card purchases         $ 20,000

Vernon Sales Company             Credit card purchases         $ 10,733

Able Building Supply             Credit card purchases         $ 10,332

Rell's Fire Service              Credit card purchases          $ 8,661

Jeffers, Danielson, Sonn
  & Aylward                       Attorney fees                  $ 6,000

Basin Refrigeration              Credit card purchases          $ 5,885

Majestic Structure               Credit card purchases          $ 2,975

Columbia River Media Group       Advertising                    $ 2,700

Columbia Basin Herald            Newspaper advertising          $ 2,549

Great Western Malting Company    Credit card purchases          $ 2,315

Skaug Brothers Inc.              Credit card purchases          $ 1,662

Moses Lake Steel                 Credit card purchases          $ 1,280

Stoneway Electric Company        Credit card purchases          $ 1,215

Nickel Saaver                    Advertising                    $ 1,038

Columbia Northwest Engineering   Credit card purchases            $ 873

JR Newhouse & Company            Credit card purchases            $ 830

Ivy Hi-lift                      Credit card purchases            $ 791

Hagadone Directories Inc.        Credit card purchases            $ 675

RTA                              Credit card purchases            $ 660

AT&T Wireless                    Telephone services               $ 654


DIAGNOSTIC HEALTH: Debtors Request Substantive Consolidation
------------------------------------------------------------
The joint plan of reorganization by the debtors that was filed on July 17,
2000 is premised upon the substantive consolidation of Diagnostic Health
Services, Inc. et al. The debtors consist of 15 interrelated entities
including 14 corporations and 1 limited partnership. Diagnostic Health
Services, Inc. acts as the holding corporation, which owns 100% of all the
stock and beneficial interest in the 14 other related corporations and
limited partnership.

The debtors have concluded that any plan of reorganization should treat all
of the debtors' creditors without distinction as to the individual entity
to which the claims are owed.

None of the debtors' creditors have independently relied upon the separate
credit of any particular debtor, and all of the affairs and business
operations are extensively commingled.


DT INDUSTRIES: Moody's Downgrades And Places Ratings Under Review
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of DT Industries, Inc.,
and placed the ratings under review for possible further downgrade. These
rating actions were taken in response to an announcement of possible
accounting discrepancies, ongoing weakness in cash flow from operations,
and limited availability under the company's bank credit facilities. DTII
announced that its auditors are investigating a material overstatement in
the asset accounts of its Kalish, Inc., subsidiary, which has delayed the
company's issuance of its fiscal year end June 30, 2000 audited financial
statements and may render the company's 1997, 1998 and 1999 audited
financial statements unreliable.

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

    (i)   DTII's $70 million in junior subordinated deferrable interest
           debentures due 2012 were downgraded to Caa1, from B3;

    (ii)  DT Capital Trust's $70 million in convertible preferred securities
           due 2012 were downgraded to "caa", from"b3";

    (iii) DTII's $135 million in senior secured bank facilities due July
           2001 were downgraded to B2, from B1;

    (iv)  DTII's senior implied rating was downgraded to B2, from B1; and

    (v)   DTII's senior unsecured issuer rating was downgraded to B3, from
           B2.

The ratings actions and review reflect the fact that DTII was unable to
finalize its June 30, 2000 fiscal year end audit due to discrepancies
detected by auditors PricewaterhouseCoopers at the company's wholly-owned
Kalish subsidiary based in Montreal, Canada. Management has stated its
belief that the discrepancies are limited to this one subsidiary. There is
concern that the company's audited results for fiscal 2000, along with the
three previous years reported, may be materially incorrect. Prior to this
announcement, DTII's ratings had already been given an negative outlook, as
a result of the company's precipitous decline in financial performance
reported during 1999 across each operating segment. Several executives of
Kalish have been placed on administrative leave in conjunction with the
investigation of the company, and trading in the company's stock has been
suspended.

The ratings actions and review also reflect that upon announcing the
discrepancies and the additional time needed to release fiscal year end
2000 statements, DTII simultaneously announced that it has retained an
investment banking firm to assist the company in looking at various
alternatives, with particular emphasis on the possible divestiture of one
or more business units. Significant uncertainty exists regarding the
company's past and future performance and the ongoing support of its bank
group. In other matters, it was also announced that DTII's Senior Vice
President, Finance and Administration has resigned.

Moody's review will consider the progress and outcome of the investigation,
any resulting impact on the financial results for fiscal 2000 and
previously reported periods, DTII's determination of its prospects and
ongoing operating strategy, and our confidence in the remaining management
team.

DT Industries, headquartered in Springfield, Missouri, is an engineering-
driven designer, manufacturer, and integrator of automated production
equipment and systems used to manufacture, test, and package a variety of
industrial and consumer products. The company also produces precision metal
components and wear parts for a broad range of industrial applications.


GENCOR: Selling California Pellet Mill and Roskamp-Champion Division
--------------------------------------------------------------------
Gencor's (AMEX:GX) Board of Directors has decided to sell its CPM
operations comprised of California Pellet Mill Co. and Roskamp-Champion
Divisions.  This group manufactures machinery for the production of animal
feeds and oil extraction and operates 4 manufacturing facilities offshore
and 3 in the United States.  This move will allow the company to
concentrate on its core business of road building-related machinery where
the industry is currently experiencing significant growth.


GENESIS/MULTICARE: First Motion To Extend Time To Assume & Reject Leases
------------------------------------------------------------------------
Genesis Health Ventures, Inc., is party to approximately 188 non-
residential real property leases with approximately 158 lessors.  The
MultiCare Companies, Inc., own substantially all the properties on which
their facilities are located but are lessees to 41 unexpired lease which
relate to eldercare facilities.

By this Motion, both the GHV and the Multicare Debtors sought and obtained
an extension of their time, pursuant to 11 U.S.C. Sec. 365(d)(4), within
which to decide whether to assume, assume and assign or reject their
leases and subleases through the earlier of (i) June 21, 2001 or (ii) the
date on which an order is entered confirming a plan of reorganization for
the Debtors. Judge Walsh makes it clear that this extension is without
prejudice to the right of any Landlord to file an appropriate application
to consider a reduction in time.

The Debtors tell Judge Walsh that the Unexpired Leases are valuable assets
for them and their estates because much of the Debtors' business is the
provision of long-term care services to the elderly and the infirm and the
Facilties are specially tailored to such provision. Premature assumption
of a lease would give rise to needless administrative priority claims,
while premature rejection would forfeit potentially valuable interests.
Moreover, the inadvertent or forced closure of a long-term care facility
clearly would adversely affect the health and welfare of the facility's
residents, the Debtors remind the Court.

On the other hand, an extension of the date by which the Debtors must make
decision on all unexpired leases will not affect substantive rights of the
lessors because the lessors may request that the court fix an earlier date
by which the Debtors must assume or reject its lease in accordance with
section 365(d)(4) of the Bankruptcy Code, the Debtors remind the Judge.
(Genesis/Multicare Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GRAND COURT: Obtains Extension of Exclusive Period through September 21
-----------------------------------------------------------------------
On August 21, 2000, the Bankruptcy Court granted Grand Court Lifestyle's
request to extend its exclusive right to file a plan of reorganization
through September 21, 2000. While the company indicates it intends to
request further extensions of the exclusivity period if necessary, there is
no assurance that the Bankruptcy Court will grant further extensions. If
the exclusivity period were to expire or be terminated, other interested
parties, such as creditors of the company, would have the right to propose
alternative plans of reorganization.

In filing its monthly operating report with the Bankruptcy Court for the
month of July 2000, the company shows net revenues of $1,286,612. The
cumulative net revenues from the date of Chapter 11 bankruptcy filing on
March 20, 2000, to July 31, 2000 was $5,572,491. Net losses for the month
of July were $2,584,082, while cumulative losses over the period were
$10,808,410.


HARNISCHFEGER INDUSTRIES: Beloit Sells Portland Property To Clay for $1.5MM
---------------------------------------------------------------------------
Beloit Corporation moves the Bankruptcy Court overseeing the reorganization
of its parent company, Harnischfeger Industries, Inc., for an order
authorizing it to:

    (1) sell the Portland Property which consists of real property and
         personal property at 6005 N.E. 82nd Avenue, Portland, Oregon to
         Clay pursuant to the Real Estate Sale Agreement dated June 26,
         2000;

    (2) sell such property free and clear of all liens, claims and
         encumbrances pursuant to 11 U.S.C. section 363(f) and transfer
         taxes pursuant to 11 U.S.C. section 1146 and

    (3) pay Sales Agents' Fees.

The Purchase Price is $1,150,000 plus or minus prorations and credits,
including a credit of $24,000 to the Buyer for unfinished sewer work. The
proceeds, less 6% of the Purchase Price will be held by Beloit's estate,
if the motion is approved by the Court.

The Closing will occur within 15 days after entry of the order approving
the motion, pursuant to F.R.B.P. 6004, unless other contingencies remain
outstanding at that time. The Agreement provides for a 1.5% Break-Up Fee
pursuant to the Bid Order entered December 16, 1999. The Agreement also
grants the Buyer a 75-day due diligence period, commencing on June 26,
2000.

Beloit tells the Court that the proposed sale is justified because
Beloit's operations have terminated. Beloit notes that the secured value
of pre-petition claims asserted against the Portland Property is $0. In
the event it is later determined that the Portland Property secures valid
pre-petition claims, such secured claims will attach to the proceeds in
the same priority, dignity and effect.

The Purchase Price is subject to overbids which must be at least $34,500
higher and on the same terms as stated in the Agreement except those
related to the Break-Up Fee and the due diligence provision. The motion
says that if overbids are received, an auction will be held on August 14,
2000. and bids submitted after the deadline of August 10, 2000 may or may
not be considered at Beloit's sole discretion.

Beloit submits that the Portland Property has been thoroughly shopped to
may potential purchasers, in light of the extensive sale process, the
marketing efforts taken by the Sales Agent and the provision for overbids
and auction and sufficient serving of notice. Beloit believes that the
Purchase Price offered by the Buyer is the highest and best offer.   
(Harnischfeger Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


JUMBOSPORTS, INC.: Sale of Wichita Property to Fetch $2,400,000
---------------------------------------------------------------
JumboSports, Inc., seeks authority to sell real property located in
Wichita, Kansas to Leslie W. Griffith. The real property is located at 6959
East 21st St. North, Wichita, Kansas. The debtor has completed its going-
out-of-business sale at its sporting goods store located on the property.
The property is unoccupied and the debtor does not intend to conduct
further business from the property. The purchase price is $2.4 million.


LAMONTS APPAREL: Gottshalks Reopens 27 Stores Of Failed Kirkland Company
------------------------------------------------------------------------
96-year-old Gottshalks, Seattle Post-Intelligencer reports, will open 27 of
the 34 stores of Lamonts Apparel after purchasing the defunct company in
May for $20.8 million. The California department store won the bid in
bankruptcy court to own Lamonts in Kirkland after failing to reorganize its
debts. Gottschalks coverage area is now from Alaska to Utah, which before
covered only Washington in Tacoma. "We had targeted the Pacific Northwest
for expansion," advertising vice president of Gottschalks, Fred
Bentelspacher said. "When the Lamonts opportunity came along, we felt it
was too good to walk away from. Our strategy is to make Gottschalks a $1
billion company by 2004."

Founded in 1967, Lamonts Apparel operates 38 stores in Alaska, Idaho,
Oregon, Utah and Washington. The company has headquarters in Kirkland and
employs approximately 1,500 people. The company voluntarily filed to
reorganize under Chapter 11 protection on Jan. 4, 2000.


LIGHTHOUSE BUILDING: Investigation Proceedings To Prosecute Still Undecided
---------------------------------------------------------------------------
Whether criminal charges may be brought upon the bankrupt Lighthouse
Building Co. is still unclear depending on the current investigation being
conducted. According to Assistant State Attorney John Norman, "Right now,
officially it's still in the investigation stage because there's still work
being done on it.  I would anticipate that we may be able to make a
decision within the next two or three weeks." Buddy Ford, which filed the
lawsuit against the company, together with the 31 homeowners, isn't happy
with what he's seeing. "It's been months, and it appears to me that they
should have already made a decision whether to prosecute or not to
prosecute."

The homebuilder filed for bankruptcy on Nov. 16 last year and later filed
for liquidation after it failed to reorganize. The bankruptcy lawyer
representing Lighthouse, Joel Treuhaft estimates that homeowners and
subcontractors lost from $750,000 to $1.4 million.


LOEWEN: Moves to Reject Shareholder Agreement with Ronald F. Lowell
-------------------------------------------------------------------
Loewen Group International, Inc., and Lowell Holdings, Inc., seek Court
authority for: (1) LGII to reject a shareholder agreement with Ronald F.
Lowell; (2) Lowell Holdings and LGII (to the extent LGII still has
obligations) to reject a management agreement that was made between LGII
and Mr. Lowell and assigned to Lowell Holdings with no express provision
in the Assignment and Assumption Agreement to release LGII of obligations.

The Debtors say it is in the best interest of their estates and their
creditors to reject the Shareholder Agreement between LGII and Ronald F.
Lowell, which provides that Mr. Lowell and LGII hold all of the
outstanding shares of common stock of Lowell Holdings, with Mr. Lowell
holding 10 shares of Class A common stock, and LGII holding 90 shares of
Class B common stock. The Debtors explain that the Shareholder Agreement
was entered to facilitate the acquisition of funeral homes by Lowell
Holdings and to impose certain restrictions on the governance and
operations of Lowell Holdings, but since the commencement of the Debtors'
chapter 11 cases, such provisions are no longer necessary or appropriate
and may even limit LGII's flexibility in the ongoing restructuring
process.

The Management Agreement between Lowell Holdings and Mr. Lowell, under
which Mr. Lowell serves as General Manager for certain of the Debtors'
funeral home businesses, should also be rejected, the Debtors contend,
because the burden of continued performance under the Management Agreement
would exceed the benefits of continued performance to their respective
estates. The Debtors reveal that they are contemplating selling some of
the properties currently managed by Mr. Lowell pursuant to the Agreement.
They remark that Lowell Holdings and LGII do not believe that Mr. Lowell's
management services are commensurate with his pay but have not specified
whether this is pursuant to any selling of the properties as contemplated.
The Debtors tell Judge Walsh that by obtaining authority to reject the
Management Agreement, "Lowell Holdings and LGII will ensure that no
administrative expense liability to Mr. Lowell will be incurred in the
future under the Management Agreement."

                         The Shareholder Agreement
  
The Shareholder Agreement was entered on or about December 12, 1995
between LGII and Ronald F. Lowell. Uner the Shareholder Agreement, Mr.
Lowell is prohibited from selling, transferring or otherwise disposing of
his shares to any party other than LGII but has a "put" right to require
LGII, on 120 days notice, to purchase his shares of Class A common stock
at an "agreed price" according to a formula set forth in the Shareholder
Agreement, at a minimum equal to Mr. Lowell's equity contribution. Lowell
Holdings, is prohibited under the Agreement from issuing any additional
shares of its stock, granting stock options or creating any new
subsidiaries without the consent of Mr. Lowell. LGII has the right to call
Mr. Lowell's shares in the event that he is no longer employed by LGII or
any of its affiliates or subsidiaries.

The Agreement says that each share certificate of Lowell Holdings stock
must include a legend noting that such share is subject to the terms and
conditions set forth in the Shareholder Agreement.

With respect to the first $10 million of acquisitions by Lowell Holdings,
Mr. Lowell was to be responsible for funding 3.3% of the acquisition cost,
or $330,000. With respect to acquisitions in excess of $10 million, LGII
was required to fund the full acquisition cost. The Debtors tell Judge
Walsh that Lowell Holdings made acquisitions aggregating more than $10
million, but Mr. Lowell has contributed only $239,422. Of that amount,
LGII loaned Mr. Lowell $150,000, of which he has repaid only approximately
$54,000. The loan is secured by payments due to Mr. Lowell under a
noncompetition agreement.

Payment for capital expenditures is required to be made from current cash
flow in certain circumstances and from long-term debt in others. Net
after-tax proceeds from sales of capital items are required to be applied
as a reduction of long-term debt.
LGII is entitled, within its sole discretion, to charge Lowell Holding a
management fee.

The Shareholder Agreement contains provisions relating to the election of
the board of directors and officers of Lowell Holdings and the management
of the company in general.

                          The Management Agreement

LGII and Ronald F. Lowell entered into a Management Agreement on or about
December 12, 1995. The term of the Agreement was to end on December 11,
2002. Effective as of December 13, 1995, LGII assigned, among other
things, all of its right, title and interest in the Management Agreement
to Lowell Holdings but the assignment does not release LGII of liability
for obligations.

Under the terms of the Management Agreement, Mr. Lowell agreed to serve as
the General Manager of certain of the Debtors' funeral home businesses and
to maintain the applicable books of account, prepare all required returns
and reports and assist with the preparation of annual budgets.
Mr. Lowell also agreed, for a minimum of 10 years, not to compete in any
respect with the funeral home businesses he managed.

The compensation package for Mr. Lowell consists of:

    (a) an annual salary of $100,000, subject to annual reviews and a
         reduction to $70,000 if Mr. Lowell were only to manage locations
         originally identified in the Management Agreement prior to the
         parties' entry into the First Addendum;
    
    (b) four weeks' paid vacation per year; and

    (c) participation in employee benefit programs for which Mr. Lowell is
         eligible.

(Loewen Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MERCED IRRIGATION: Fitch Reviewing BBB- Senior Lien Revenue Certificates
------------------------------------------------------------------------
Fitch places Merced Irrigation District's $18 million senior lien revenue
certificates of participation, series 1998, rated 'BBB-' on Rating Watch
Negative.  Merced's outstanding $30 million subordinate lien revenue
certificates of participation are not rated.  The Rating Watch Negative on
the senior lien bonds stems from the distribution system's exposure to the
volatile power supply market in California.  Recent exceptionally high
market power costs combined with fixed price customer contracts have
stressed Merced's financial position.  Merced is under review and will
remain on Rating Watch Negative pending receipt of additional financial and
operational information from the district.

Merced Irrigation District's electric distribution system was established
in 1996 and currently provides electric service to approximately 300
commercial and industrial customers located in Merced County, California.


MOLL INDUSTRIES: Moody's Junks All Debt Ratings; Outlook Remains Negative
-------------------------------------------------------------------------
Moody's Investors Service further lowered the debt ratings of Moll
Industries, Inc., and that of its parent holding company, AMM Holdings,
Inc., thereby concluding the ratings review initiated on June 14, 2000.

Moody's lowered Moll Industries' $130 million 10.5% senior subordinated
notes, due 2008, to Caa3 from Caa1. The $50 million of 11.75% senior
unsecured notes, due 2004, at Moll (formerly Anchor Advanced Products,
Inc.) which remain outstanding after the recent tender of $50 million, were
lowered to Caa2 from B3. The $68 million 13.5% senior discount notes, due
2009, issued by AMM Holdings, Inc., were lowered to Ca from Caa2. The
senior implied rating was changed to Caa1 from B2. The senior unsecured
issuer rating assigned to the ultimate parent holding company, AMM
Holdings, Inc. is Ca. The ratings outlook remains negative.

The downgrades reflect on-going concern regarding the company's impaired
financial condition evidenced by weak credit statistics that primarily
result from soft volume, low capacity utilization, high debt usage and weak
cash flow. Operating inefficiencies, notably technical and operational
difficulties at certain European tooling facilities, and the reduction in
business from an existing customer contract, are pressuring margins and are
requiring continued debt funded investment. The ratings changes also
reflect our expectation of continued weak operating results throughout the
second half of 2000, notably further margin compression and
nominal/breakeven EBIT (unadjusted) are highly probable. The company's
financial flexibility will likely remain strained throughout the
intermediate term thereby heightening our continued focus on liquidity
(availability under the revolver is subject to a borrowing base).

The ratings reflect Moll's improved liquidity with the recent senior credit
facility refinancing and new contract wins in the US and Europe involving
major consumer products companies. The ratings recognize the company's
efforts to realign the capital structure; to source additional liquidity
options through asset sales and potential business divestitures; and to
reduce financial leverage - albeit remaining very high. Moody's anticipates
some improvement in capacity utilization as new contract wins ramp up
during the second half of this year, however, those benefits will likely
not be realized in sales until 2001.

The Caa2 rating assigned to the remaining senior unsecured notes reflects
their effective subordination to approximately $76 million in secured
outstandings at LTM 6/30/00 and the absence of upstream guarantees from
Moll's domestic subsidiaries. The rating incorporates the unconditional
guarantee from Anchor Advanced Holdings, Inc. which has no operations or
investments other than its investment in Moll and is a wholly owned
subsidiary of AMM Holdings, Inc..

The Caa3 rating assigned to the senior subordinated notes reflects their
contractual subordination to senior debt (approximately 50% of $255 million
in total debt at LTM 6/30/00) and the absence of any guarantees.

The Ca rating assigned to the AMM Holdings, Inc.'s senior discount notes
reflects their structural subordination to the debt at Moll Industries,
Inc..
As of the LTM 6/30/00 pro-forma for the bond tender and credit facility
refinancing, Moll's credit statistics remain poor with breakeven EBITA
(unadjusted); total debt of $255 million to EBITDA of $22 million at 11.5x;
and EBITDA coverage of interest expense at 0.79x. Adjusting EBITA to
include addbacks related to restructurings and settlements would result in
debt to adjusted EBITA at 15.9x and debt to adjusted EBITDA of 6.5x.
Adjusted EBITDA would cover interest expense 1.4x. Adjusted EBITA return on
total liabilities, used as a proxy for return on assets given Moll's
deficit equity, is low at approximately 5%.

Moll Industries, Inc. is a Tennessee based full service manufacturer and
designer of custom molded and assembled plastic components for a broad
variety of consumer products and telecommunications customers and end
markets throughout North America and Europe.


MONARCH DENTAL: Lenders Agree to More Time to Formulate Restructuring Plan
--------------------------------------------------------------------------
Monarch Dental Corporation (Nasdaq: MDDS) announced that its lenders agree
to provide the Company with additional time to complete the process of
exploring strategic alternatives, including the possible sale or merger of
the Company, or the refinancing of its outstanding indebtedness.  Under the
Company's agreement with its lenders, the time period for the exploration
of this process has been extended from September 1, 2000 to October 2,
2000.  

Monarch Corporation currently manages 190 dental offices serving 20 markets
in 14 states.


MOUNTAIN HIGH: Poor Quality RV Manufacturer Files Bankruptcy Liquidation
------------------------------------------------------------------------
The Ontario Business Press reports that recreational vehicle manufacturer
Mountain High Coachworks, Inc., filed for bankruptcy liquidation after two
years of operation.  The RV maker listed $5.3 million of debts to 432
creditors and $120,542 in unpaid wages and taxes in its bankruptcy papers.  

Mountain High President, Tom Matheson said, "That's all water (under) the
bridge . . . we're just trying to tidy things up right now.  (The
bankruptcy filing) is a formality."  Mr. Matheson didn't comment on the
company's demise, but said he doesn't expect to pay off all of the
company's debts.

An unnamed creditor told Joseph Ascenzi of the Business Press that the
company is known to make low-quality products. Ron Speed, owner of Jackson
RV Transports relates, "We would take something (manufactured by Mountain
High Coachworks) from the factory to the dealer, and the dealer would
reject it.  That happened a lot of times."


PACIFIC AEROSPACE: Moody's Cuts 11-1/4% Senior Sub Note Rating to Ca
--------------------------------------------------------------------
Moody's Investors Service lowered the rating on Pacific Aerospace &
Electronics, Inc.'s $63.7 million of 11-1/4% senior subordinated notes due
2005 to Ca from Caa2, the Issuer rating to Caa3 from Caa1, and the Senior
Implied rating to Caa2 from B3. The outlook remains negative.

The rating action was precipitated by the "going concern qualification" by
Pacific Aerospace's independent auditor KPMG LLP on the Company's just
released 10-K for the fiscal year ended May 31, 2000, the continued losses
reported for fiscal 2000, and the weaker debt protection measurements than
when last rated in November 1999. The ratings reflect the difficult
marketplace in which PA&E operates, the Company's weak liquidity, high
leverage and thin interest coverage, and negative operating cash flow.
Moody's also notes the lack of guarantees for the notes from the Company's
non-US operating subsidiaries, which represent a significant portion of
consolidated assets, net worth and cash flow.

Favorably, the ratings also recognize the Company's access to both US and
European (as a result of the July 1998 acquisition of Aeromet International
PLC) commercial and defense aircraft and aircraft engine programs, the US
transportation market (primarily Class 8 heavy-duty trucks), its
diversified niche products and advanced technical capabilities, substantial
equity in its capital structure, and its recently demonstrated ability to
raise additional equity capital.

The negative outlook incorporates Moody's expectation that declining trends
will continue in the intermediate term because of a continued depression in
commercial aircraft production and on-going pricing pressures. As a result,
the company's weak operating performance could last into fiscal 2001,
resulting in a further deteriorating credit profile.

The company's liquidity is limited with a revolving line of credit of $6.3
million for its US operations nearly fully drawn. This facility matures
September 5, 2000. Management, however, has confirmed that an understanding
for a 90-day extension has been reached with the bank. In addition, the
Company has a 3.5 million pound (approximately $5.3 million) revolving line
of credit in the UK with usage ranging between 700 thousand to 1.5 million
pounds. Management believes that there is available sufficient collateral
for full draw down of the facility if necessary. The facility expires in
mid-November 2000 and negotiations are in process to renew. If the lenders
are unwilling to extend or renew the two lines of credit or decide to
reduce the amount, the company's financial condition could be jeopardized.
As of May 2000, the company's cash and cash equivalents totaled $2.15
million, down from $8.13 million at May 1999. Moody's also recognizes the
disadvantages of fund transfers between the company's U.S. units and
European divisions because of potential tax implications, but we note the
significant intercompany debt owed by the UK subsidiary to PA&E, and thus
an additional source of liquidity.

As earlier indicated, Moody's notes the significant changes to the
Company's capital base. In March, 2000, the company exchanged an aggregate
of $11.3 million in original principal amount of the 11 % senior sub notes
for stock reducing the outstanding principal amount of the notes from $75
million to $63.7 million. In March 2000, the Company also closed a private
offering of common stock yielding net proceeds of $4.059 million. And
subsequent to the end of fiscal 2000, in July 2000 the Company closed the
first installment of a $3.5 million private placement of common stock,
issuing common stock and warrants for a gross amount of $2.0 million. An S-
3 registration statement was filed with the SEC post the release of the 10-
K, and upon effectiveness, the Company expects to close on the $1.5 million
balance.

The Company reported a net loss of $13.049 million for the fiscal year
ended May 31, 2000, versus a $12.869 million loss in fiscal 1999, as gross
margin declined due largely to volume and margin reduction caused by
decreases in aircraft production and inventory minimization initiatives at
Boeing and more recently by cutbacks in transportation (PACCAR and John
Deere). In addition, results were adversely affected by asset valuation
adjustments of $5.3 million in FY2000 and $3.3 million in FY1999. FY 1999
results were also depressed by $7.8 million of writedowns of investments
and advances/guarantees. EBITDA for fiscal 2000 decreased to $9.0 million
from $10.7 million in fiscal 1999.

The Company's leverage remains high and cash flow generation has been
severely insufficient. For fiscal year ending May 31, 2000, the company's
EBITDA to interest was only 0.38 times (adjusted EBITDA coverage excluding
non-recurring charges was 0.9 times) and debt to EBITDA was a high 19.95
times (debt to adjusted EBITDA was 8.4 times). The ratio of EBITA to
interest was negative. The company's cash flow from operations was negative
$5.2 million and free cash flow after capital expenditures was negative $11
million.

Headquartered in Wenatchee, Washington, Pacific Aerospace & Electronics,
Inc. develops, manufactures, and markets high-performance electronics and
metal components, and assemblies for the aerospace, defense, electronics
and transportation industries.


PATHMARK STORES: Emerges Chapter 11 As Court Approves Reorganization Plan
-------------------------------------------------------------------------
Pathmark Stores, Inc., announced that its financial restructuring plan was
approved by the U.S. Bankruptcy Court in Wilmington, Delaware, setting the
stage for the Company to emerge from Chapter 11.
Additionally, Pathmark reported results for its second quarter and six
months ended July 29, 2000.

At the confirmation hearing, just seven weeks after Pathmark filed its
Prepackaged Plan of Reorganization, the Court approved the plan under which
Pathmark's nearly $1 billion in bond indebtedness will be eliminated.
Pathmark filed its Prepackaged Plan of Reorganization on July 12, 2000 with
the overwhelming support of its bondholders. The plan approved by the Court
calls for Pathmark bondholders to receive 100% of the common stock of the
Company and warrants to purchase additional shares of common stock. The
Company has filed an application to list the new common stock and warrants
on NASDAQ.

The plan is expected to become effective on or about September 12, 2000, at
which point Pathmark will formally exit Chapter 11.

Jim Donald, Chairman, President and Chief Executive Officer of Pathmark
Stores, Inc., said, "We are very pleased that the Court has confirmed
Pathmark's restructuring plan. This marks the beginning of a new era for
Pathmark. With a healthy balance sheet and more financial flexibility to
invest in our business, Pathmark will be better positioned to compete more
effectively."

Pathmark has received a commitment for $600 million of Exit Financing from
The Chase Manhattan Bank, the same lender that provided the $75 million
debtor-in-possession financing facility.

                                Second Quarter Results

Sales for the second quarter of fiscal 2000 were $929.6 million compared to
$922.7 million in the prior year. For the six-month period, sales were
$1,848.8 million in fiscal 2000 compared to $1,817.2 million in the prior
year. The sales increase in the six-month period was driven by new store
growth. Same store sales decreased 0.2% in the second quarter and increased
0.2% in the six-month period.

Operating cash flow (FIFO EBITDA) for the second quarter of fiscal 2000 was
$47.5 million compared to $54.0 million in the prior year and for the six-
month period was $93.2 million compared to $103.3 million in the prior
year. Operating cash flow for the second quarter and six-month period of
fiscal 2000 excludes expenses of $4.8 million and $9.9 million,
respectively, related to the Company's financial reorganization plan;
operating cash flow for the six-month period of fiscal 2000 also excludes a
$1.8 million gain on the sale of certain real estate. Operating earnings
for the second quarter of fiscal 2000 were $22.4 million compared to $34.3
million in the prior year and for the six-month period were $43.3 million
in fiscal 2000 compared to $64.6 million in the prior year. The Company
reported a net loss of $19.2 million in the second quarter of fiscal 2000
compared to a net loss of $6.1 million in the prior year and for the six-
month period a net loss of $40.5 million compared to a net loss of $15.3
million in the prior year.

Commenting on the recent results, Jim Donald said, "Our second quarter
earnings were on target, although sales did not meet our expectations due
to weakness at the end of the quarter. We have opened three new stores this
year and expect our final 2000 store to open by early October."

Pathmark Stores, Inc., is a regional supermarket company currently
operating 137 supermarkets primarily in the New York - New Jersey and
Philadelphia metropolitan areas.


PRIMARY HEALTH: Hires ProfitMax to Look for Refunds, Rebates & Credits
----------------------------------------------------------------------
Primary Health Systems, Inc., and its debtor-affiliates ask Judge Walrath
for permission to hire ProfitMax Corporation LLC, based in Newport Beach,
California, to dig through their past business expenses and unearth any
recovery opportunities. More specifically, ProfitMax will look into
telecommunication, utility, grant funding, property tax charges and
assessments, use taxes, benefit payments, workers' compensation, and
pharmacy plans, looking for full or partial refunds from vendors or credit
adjustments in lieu of refunds.

ProfitMax will conduct its initial analysis at no charge and make
recommendations to Primary Health. If ProfitMax makes a recommendation and
the Debtors desire to implement the recovery opportunity, the Debtors are
obligated to offer ProfitMax a chance to bid on the services required to
implement the opportunity.

How does ProfitMax ever get paid? Should the Debtors proceed with a
recovery opportunity, the first $50,000 recovered goes to ProfitMax. The
next $50,000 goes to the Debtors. Thereafter, recoveries are split 50/50.
"Because the Agreement is essentially based on a contingency fee," James P.
Ricciardi, Esq., at Gibson, Dunn & Crutcher LLP and Brendan Linehan
Shannon, Esq., at Young Conaway Stargatt & Taylor LLP, counsel to Primary
Health explain, "the Debtors will pay nothing to ProfitMax unless the
Debtors profit from a recommended recovery opportunity. As a consequence,
the value of the Debtors' estates can only increase as a result of the
Agreement."



PRIME RETAIL: Maurice A. Halperin Discloses 8.5% Equity Stake
-------------------------------------------------------------
Maurice A. Halperin, a private investor, beneficially owns 3,760,237 shares
of the common stock of Prime Retail Inc. with sole voting and dispositive
powers.  3,760,237 shares is 8.5% of the outstanding common stock of the
company.

The source of the funds for the purchase of the common stock was from the
personal funds of Mr. Halperin.  Included in the purchase cost is the
company's 8.5% Series B Cumulative Participating Convertible Preferred
Stock, $.01 par value. The total amount of money used to purchase the
common and Convertible Preferred Stock was $12,660,376. This includes
$8,777,558.40 for the purchase of 3,133,309 shares of common stock and
$3,882,818.29 for the purchase of a total of 524,100 shares of the
Convertible Preferred Stock, which are currently convertible into 626,928
shares of common stock.

During the period from June 19, 2000 through August 17, 2000, Mr.Halperin
acquired 1,621,300 shares of common stock in 10 open market transactions
on the New York Stock Exchange made on his behalf by CIBC Oppenheimer
Corporation, a securities broker-dealer.


RELIANT BUILDING: Applies to Employ Crossroads, LLC as Financial Advisors
-------------------------------------------------------------------------
Reliant Building Products, Inc. et al. seek court approval to retain
Crossroads LLC to act as financial advisors to the debtors in these
bankruptcy cases.

Crossroads agrees to provides services including but not limited to:
Analyzing strategic alternatives, analyzing sale and financing alternatives
and advising the company on the development and implementation of the
various alternatives. The company may expand the scope of Crossroads'
services from time to time.

Crossroads' compensation will be based on its customary hourly rates.  Mark
Barbeau, the principal in charge of the case, will receive $450 per hour.

The Director(s) will receive $300-$415 per hour, the Consultant(s) will
receive $220 to $295 per hour, Associate Accountant(s) will receive $150 to
$215 per hour and the Administration will receive $75 to $95 per hour.


ROBERDS, INC.: Rejects Remaining Leases for Which Unable to Drum-Up Bids
------------------------------------------------------------------------
On August 17, 2000, Roberds, Inc. conducted an auction of its remaining
real property leases. There were no bids for any of the debtor's remaining
real property leases at the Auction. The debtor provides written notice of
its rejection of the following real property leases effective August 31,
2000:

           5300 Frontage Road
           Forest Park, Georgia

           975 Dawsonville Highway
           Gainesville, Georgia

           550 Franklin Road
           Marietta, Georgia

           2000 Holdcombwoods Parkway
           Roswell, Georgia

           4741 East National Rd.
           Richmond, Indiana

           1243 Ash Street
           Piqua, Ohio

           1100 East Central Avenue
           Store Site, Admin. Building & Offices
           West Carrollton, Ohio



SABRATEK CORP.: Moon Acquisition Purchases Assets for $1 Million Price Tag
--------------------------------------------------------------------------
The U.S. Bankruptcy Court, District of Delaware, entered an order on August
8, 2000 approving the sale of substantially all of the assets of Moon U.S.
and certain assets of Sabratek for the purchase price of $1,075,000,  
inclusive of assumed liabilities.

The sale of the purchased assets to the purchaser, Moon Acquisition Corp.
and the assumption by the purchaser of the assumed contracts will,
according to the debtor, maximize value of the debtors' estates.


SAFETY COMPONENTS: Victor Guadagno Buys Valentec Business for $4.15 Million
---------------------------------------------------------------------------
Safety Components International, Inc. (OTCBB:ABAG), a leading, low cost
supplier of automotive airbag fabric and cushions in the United States,
announced the sale of Valentec Systems, Inc. to an investor group headed by
Victor Guadagno, Valentec System's President, for aggregate consideration
of approximately $4.15 million in cash. The proceeds from the sale will be
used to pay down Safety Components' senior credit facility. The sale was
approved by the District Court of the State of Delaware in conjunction with
that court's approval of Safety Components' plan of reorganization to
emerge from its pre-arranged chapter 11 case.

John C. Corey, the Company's President and Chief Operating Officer, stated,
"The sale of Valentec Systems is a part of the previously announced plan to
restructure Safety Components' business to focus on its core manufacturing
operations. The Company has significantly improved its operations over the
past few months, increasing productivity and profitability from the core
airbag automotive business. The Company expects to capitalize on continuing
growth opportunities in the airbag automotive business. The sale of
Valentec Systems, a defense contractor, is an important step in the
Company's plan to focus on the automotive markets opportunities. This sale
allows both Companies to focus on their core strengths."


SAFETY-KLEEN: Sells Property Located Near Roebuck, SC, for $250,000
-------------------------------------------------------------------
Safety-Kleen Corp. owns approximately 17 acres of land in two tracts and a
9,600 square foot building in Spartanburg County, near Roebuck, South
Carolina. R. L. Coward Construction Company, Inc., offers to buy the
property for $250,000 in cash. Subject to Court approval and further
subject to solicitation of higher and better offers, the Debtors have
accepted RLCCCI's offer pursuant to a written Sale Agreement.

The Property used to be occupied and used by the Debtors' Transportation
Group, which provided transportation and hauling services for the Debtors
and third parties under contract with the Debtors.

To be certain that the highest and best price is obtained, the Debtors
will accept competitive bids and hold an Auction, if appropriate, at
Skadden Arps' Wilmington offices on August 10, 2000. A qualifying
competing offer must be, among other things, (i) a minimum of $300,000 --
$50,000 higher than the Purchase Price and (ii) propose a form of sale
agreement whose terms are equal to or more favorable to the Debtors than
the Sale Agreement.

Cushman & Wakefield marketed the Property extensively, the Debtors tell
the Court, and brought the current buyer to their doorstep. Accordingly,
the Debtors seek additional authority to pay C&W a $15,000 Brokerage Fee.
(Safety-Kleen Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SERVICE MERCHANDISE: Reports $27.5 Mil. July Loss on $101 Mil. of Sales
-----------------------------------------------------------------------
Service Merchandise Company, Inc., released its monthly operating report
for the month of July 2000.  As a debtor-in-possession, the company reports
net sales of $100,587,000 for the month, with net loss, including costs of
reorganization, of $27,465,000.  Perhaps it was the weather?


STYLING TECHNOLOGY: With 81% Acceptance by Bondholders, Ready for a Prepack
---------------------------------------------------------------------------
Styling Technology Corp. (OTC:STYLE) announced that it has taken its
first formal step to implement its previously announced financial
restructuring.

On July 21, 2000, the company announced it had entered into a binding
agreement with the holders of 81 percent of its $100 million 10-7/8% Senior
Subordinated Notes due 2008, its largest creditor constituency, to convert
all of those Notes to equity in a newly reorganized company.

While the terms of the Bond Indenture require the approval of 100 percent
of holders to complete the debt for equity exchange, current levels of
bondholder approval under the pre-negotiated restructuring agreement are
sufficient to bind all bondholders to a plan of reorganization.

In order to implement the restructuring, the company today filed its
voluntary petition for reorganization under Chapter 11. The company expects
to file its plan of reorganization in the near future.

Styling Technology said the restructuring process, when completed, will
strengthen its balance sheet, eliminate its bond debt, and increase its
liquidity. The restructuring is expected to be completed within four to six
months.

Consistent with the bondholder agreement, the plan of reorganization will
provide for the exchange and satisfaction of all of the company's $100
million 10-7/8% Senior Subordinated Notes due 2008 for approximately 90
percent of the outstanding equity in a reorganized Styling Technology Corp.

As part of the agreement, bondholders also agreed to forego the semi-annual
interest payment that became due on the Notes on July 1, 2000. Existing
shareholders and management will receive 10 percent of the new stock to be
issued, along with warrants to acquire 9 percent more of the company's
shares on a fully diluted basis over five years.

The plan of reorganization also will provide that the claims of trade
vendors will be paid in full, while certain unsecured claims may receive
stock in the company along with the bondholders. The confirmation and
implementation of the plan of reorganization is subject to the resolution
of certain financing issues with the company's existing bank lenders, and
Court approval of the plan.

"We are pleased to be moving into the implementation stage of our financial
restructuring," said Sam Leopold, chairman, chief executive officer and
president.

"During the restructuring process, our business will operate as usual. The
restructuring will have no impact on the Company's ability to fulfill its
commitments to its clients, customers, and distributors. Similarly, the
restructuring will not cause any interruption in operations at the
Company's facilities.

"In fact, we expect to be able to provide an even higher level of product
selection and service to our customers and distributors across the
country."

Leopold said that while the company would have preferred to reach agreement
with all of its bondholders outside of the court process, consummation of
an agreement did not seem possible within a reasonable time frame.

"With today's action, Styling Technology should emerge from this proceeding
with a significantly stronger balance sheet, increased liquidity and more
flexibility in our day-to-day business operations. Demand for our products
remains strong.

"We are excited about the opportunities this action will afford the
Company, and are gratified that our existing bondholders have demonstrated
such confidence in the future of Styling Technology."

James Yeager, Styling Technology chief financial officer, said, "The
restructuring agreement reached with representatives of the Company's
noteholders will significantly strengthen the Company. It will permit
Styling Technology to emerge from the restructuring with$100 million less
debt, cash to fund operations going forward, and give us the ability to
access capital to fund new growth initiatives.

"Moreover, because the plan has the support of the majority of our
noteholders, the Company expects to move expeditiously toward a successful
conclusion of the restructuring process."

Styling Technology Corp. is a leading developer, producer, and marketer of
a wide array of branded consumer products sold primarily through
professional salon distribution channels. The company's products include
hair care, skin and body care, and nail care products as well as salon
appliances and sundries.

Through strategic acquisitions, the company has acquired well-recognized,
long-lived brand names, a strong distribution network, established
marketing and salon industry education programs, and significant production
and sourcing capabilities. The company sells its products primarily to
salon product and tanning supply distributors, beauty supply outlets, and
chain salons.


TOKHEIM CORP.: Obtains Interim Okay to Borrow $20MM under DIP Loan Pact
-----------------------------------------------------------------------
Tokheim Corporation (OTCBB:TOKM) announced that, in connection with its
previously announced prepackaged financial restructuring plan under Chapter
11, it has received an interim order from the Court allowing the Company to
access $20 million of its new $48 million debtor-in-possession (DIP) credit
facility provided by the Company's lending group. The Court is expected to
allow the Company to access the remaining $28 million shortly. Under the
terms of the plan, the entire $48 million credit facility will be converted
into a 5 year revolving facility upon the Company's emergence from the
restructuring.

In addition, Tokheim announced that the Court has approved the motions
filed by the Company to allow it to continue to pay its employees and trade
creditors in full in the normal course of business.

The Company also announced that the Court has set October 4, 2000 as the
confirmation hearing date of the Company's prepackaged financial
restructuring plan. The plan does not contemplate any factory closures or
headcount reductions in the Company's domestic operations.

Douglas K. Pinner, Chairman, President and Chief Executive Officer of
Tokheim, stated: "We are gratified by the strong support that our lending
group has demonstrated by providing Tokheim with a substantial credit
facility. It is a ringing endorsement of their belief in the opportunities
available to Tokheim as global market leader.

"When we emerge from the prepackaged financial restructuring process, we
will have improved financial strength, an appropriately capitalized balance
sheet, made possible in part by this additional$48 million credit facility,
and the resources to finance the growth we expect in the coming years.

"We wish to extend our thanks to our valued customers and vendors for their
support of Tokheim 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. Together with the support of
our vendors, Tokheim will continue offering its customers a portfolio of
best-in-class' product solutions, that matches the breadth and depth of the
markets we serve, and help our customers and vendors maintain and expand
their market presence."

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.


UNICAPITAL CORP.: Bank of America Extends Revolving Credit Until Oct. 16
------------------------------------------------------------------------
UniCapital Corporation (NYSE:UCP) announced it has reached an agreement
with Bank of America, N.A., its principal financial creditor, to continue
through Oct. 16, 2000, the amendment of certain terms of the company's
revolving credit facility with Bank of America. The company also said it is
discussing with Bank of America various options regarding the company's
outstanding indebtedness and operations.

Under the terms of the continuing amendment, UniCapital's maximum amount of
borrowings under its revolving credit facility would be reset to $255
million. Further reductions in the commitment would take place only in the
event proceeds are received from the sale of certain assets.
Tal Briddell, Chief Executive Officer of UniCapital, said, "I'm pleased
with the tone and progress of our conversations to date with Bank of
America."

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


VENCOR: Raises $216,000 by Selling Nuclear Medicine System Equipment Lease
--------------------------------------------------------------------------
Vencor, Inc., asks the Delaware Bankruptcy Court for authority to sell one
Axis Standard Crystal GP Nuclear Medicine System at a price of $216,000 on
an "as is - where is" basis, free and clear of all liens and encumbrances,
pursuant to section 363(f) of the Bankruptcy Code.

Prior to the first quarter of 1999, Vencor Hospitals Limited Partnership,
doing business as Vencor Mansfield General Hospital in Mansfield, Texas,
operated as a short term acute care health facility. Accordingly, a
Nuclear Medicine Camera, which is a medical device used for radiology
imaging, often required in the treatment of cancer patients, is a
necessary and useful part of Vencor Mansfield's operations. Vencor
Mansfield leased the Nuclear Medicine Camera from the Picker Company and
in December, 1999 bought out the lease for the Nuclear Medicine Camera at
a price of $279,372.

In January 1999, based on profitability and viability, Vencor converted
the Vencor Mansfield facility from a short term acute care facility to a
long term acute care facility. As a result, the Nuclear Medicine Camera is
no longer a useful or necessary asset for Vencor Mansfield. Therefore,
Vencor resolved to sell the equipment.

With the assistance of Picker, Vencor received two bids:

    (A) Diversified Medical Associates, Inc., offered a price of $210,000 at
         which Vencor was to bear all costs associated with deinstalling and
         shipping the Nuclear Medicine Camera from Vencor Mansfield's
         facility to Diversified's chosen destination.

    (B) Marconi Medical Systems, Inc. offered a price of $215,000 and also
         offered to pay all costs associated with deinstalling and shipping
         the Nuclear Medicine Camera from the Vencor Mansfield facility to
         Marconi's facility, provided that the deinstallation and transport
         occur within 45 days of Vencor Mansfield's acceptance of the offer.
  
Diversified then tendered a revised bid of $ 216,000 and also offered to
pay all costs associated with deinstalling and shipping the Nuclear
Medicine Camera from Vencor Mansfield to Diversified's facility.

Comparing the offers, Vencor resolved to accept Diversified's revised bid
for the equipment, subject to the Court's approval.

A Sale and Purchase Agreement was executed on July 25, 2000 which provides
that:

(1) Diversified will pay Vencor the purchase price of $ 216,000 within one
      business day of receipt of a notice of the Approval of the Bankruptcy
      Court and, if necessary, Vencor's Lenders;

(2) the Assets are being sold by Vencor free and clear of all Liens, on an
      "as is" and "where is" basis, and Diversified is responsible for all
      costs associated with deinstalling and moving the Nuclear Medicine
      Camera;

(3) Vencor and Diversified make customary representations and warranties to
      each other, including those relating to (a) organization and standing,
      power and authority; (b) Agreement is valid and binding agreement,
      enforceable in accordance with its terms;

(4) Vencor disclaims all implied warranties, including warranties for
      merchantability and fitness for a particular purpose;

(5) Vencor and Diversified bear their own expenses, and Diversified will
      pay all transfer taxes, and all personal property taxes and ad valorem
      taxes assessed or coming due after the date of the Agreement;

The Debtors assert the sale of the equipment is in the ordinary course of
business but they would rather seek the Court's approval out of an
abundance of caution. The Debtors tell the Court they believe it is sound
business judgment to sell the Nuclear Medicine Camera because it is no
longer useful in the Debtors' operations but the sale of it will bring
cash income and they believe that the deal sought by Picker represents the
best offer. (Vencor Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WASTE MANAGEMENT: Vivendi To Purchase Assets in Hong Kong and Mexico
--------------------------------------------------------------------
Waste Management, Inc. (NYSE: WMI) announced that its wholly owned
subsidiaries have reached agreements to sell its waste services operations
in Hong Kong and its hazardous waste facility in Mexico (RIMSA) to Onyx, a
waste services subsidiary of Vivendi Environnement S.A.

In addition, Waste Management Environmental, LLC, a subsidiary of Waste
Management, completed the sale of its 49 percent interest in Advanced
Environmental Services, LLC (AES) to Onyx, a 51 percent owner in the joint
venture with Waste Management. AES provides onsite industrial services and
hazardous waste treatment in the United States.

The sales price of the combined assets totals approximately $250 million.

The Company said it expects the sale of its Hong Kong business to be
completed during the fourth quarter, while the sale of the Mexican assets
is expected to be completed during the third quarter. Completion of these
transactions is subject to customary conditions and regulatory approval
requirements, including, as far as the Hong Kong assets are concerned,
clearance from the Hong Kong Government Environmental Protection
Department.

Waste Management will continue to provide full waste management services,
including the management of hazardous waste for its North American
customers, and it will retain ownership of five Subtitle C facilities with
hazardous waste treatment and land disposal capabilities in the United
States. The preferred provider agreement between Waste Management and AES
will remain in place.

The transactions announced stem from Waste Management's strategy to re-
focus the Company on its North American waste operations. Waste Management
subsidiaries are in discussions with other parties regarding the
divestitures of certain other international businesses, as well as certain
non-core and non-integrated solid waste assets in North America. The
Company intends to use the proceeds of these divestitures primarily to
reduce debt and to make selective tuck-in acquisitions of solid waste
businesses in North America.

Waste Management, Inc. is its industry's leading provider of comprehensive
waste management services. Based in Houston, the Company serves municipal,
commercial, industrial and residential customers throughout the United
States, and in Canada, Puerto Rico and Mexico.


YORK FUNDING: Moody's Puts 4 Classes Of Securitization Notes on Watch
---------------------------------------------------------------------
Moody's Investors Service announced that it put four classes of notes
issued through York Funding Ltd. on watch for downgrade.

The following issues were affected:

    a) $21,000,000 Series 1998-1 Class II Notes;

    b) $51,000,000 Series 1998-1 Class III Notes;

    c) $45,000,000 Series 1998-1 Class IV Notes and

    d) $15,000,000 Series 1998-1 Class V Notes.

According to Moody's, the current rating action results from:

     (i)  defaults in the underlying reference pool and

     (ii) a significant deterioration in the credit quality of the reference
          pool.

The rating agency noted that since the transaction closed on June 18, 1998,
there has been significant par deterioration within the reference pool and
that, since May of 1999, when the Class II, Class III, Class IV and Class V
were downgraded, there have been further defaults and deterioration in pool
quality. According to the rating agency, the reduction in the credit
quality of the reference assets has potentially increased the expected
losses associated with the four classes of notes.



* 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
      NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
         Convention
            Doubletree Resort, Montery, California
               Contact: 1-803-252-5646 or info@nabt.com

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

September 20-22, 2000
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         3rd Annual Conference on Corporate Reorganizations
            The Regal Knickerbocker Hotel, Chicago, Illinois
               Contact: 1-903-592-5169 or ram@ballistic.com

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

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

November 2-6, 2000
      TURNAROUND MANAGEMENT ASSOCIATION
         Annual Conference
            Hyatt Regency, Baltimore, Maryland
               Contact: 312-822-9700 or info@turnaround.org

November 27-28, 2000
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         Third Annual Conference on Distressed Investing
            The Plaza Hotel, New York, New York
               Contact: 1-903-592-5169 or ram@ballistic.com

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

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

March 28-30, 2001
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         Healthcare Restructurings 2001
            The Regal Knickerbocker Hotel, Chicago, Illinois
               Contact: 1-903-592-5169 or ram@ballistic.com

July 26-28, 2001
      ALI-ABA
         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 conferences@bankrupt.com are
encouraged.

                               *********

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 conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from Amazon.com --
go to http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt--  
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.

The TCR subscription rate is $575 for six months delivered via e-mail.
Additional e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each. For
subscription information, contact Christopher Beard at 301/951-6400.

                     * * * End of Transmission * * *