TCR_Public/000907.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, September 7, 2000, Vol. 4, No. 175

                                Headlines

ADVANCED MICRO: Completes 90% Sale of Communications Division for $375MM
AMERICAN AIRCARRIERS: Negotiates with Lenders for Amended Loan Agreement
APPLIED MAGNETICS: Bankruptcy Court Grants Exclusivity Extension To Sept 15
AURORA FOODS: Opens Arms for David N. Owens as VP for Product Development
BIG SMITH: Committee Makes Bid to Prosecute Insider Preference Action

BLUESTAR BATTERY: Seeks Approval of Restructuring Plan in CCAA Proceeding
BMJ MEDICAL: Asks for Extension of Exclusivity through Effective Date
BREED TECHNOLOGIES: Atlantic Research Complains about Disclosure Statement
CANADIAN AIRLINES: Air Canada Acquisition Passes UK Competition Commission
CERPLEX GROUP: Committee Balks at Key Employee Incentive Bonus Program

DIXIE LIFE: S&P Assigns 'CCCpi' Financial Strength Rating to Insurer
EVANGELINE LIFE: S&P Assigns 'CCCpi' Financial Strength Rating to Insurer
FPL ENERGY: Moody's Changes Outlook on Debt Rating in Light of Litigation
GENESIS/MULTICARE: Applies to Employ Paul Weiss as Special Counsel
GOLF COMMUNITIES: Emerges from Chapter 11 under Committee & Lenders' Plan

HARNISCHFEGER INDUSTRIES: Beloit Walks Away from Wheeling, Ill., Lease
HEILIG-MEYERS: Equity Challenges Debtors' Decision on MacSaver Rejection
HORIZON PHARMACIES: Retains Financial Advisor in Wake of Covenant Violation
HVIDE MARINE: Elects J. Stephen Nouss as New Senior VP and CFO
HVIDE MARINE: Names Stephen B. Finch as Assistant General Counsel

JITNEY JUNGLE: Obtains Extension of Exclusive Period through Dec. 9
JOAN AND DAVID: Judge Bernstein Okays Bidding Protections & Sale Procedures
LOEWEN GROUP: Debtors and GMAC Work-Out Stipulation for Auto Lease Payments
MARQUIP INC: Court Approves Sale Of Madison Paper Manufacturer For $7.4MM
MEDITRUST COMPANIES: Completes Healthcare Asset Sales & Mortgage Repayments

MEDITRUST COMPANIES: Texas Real Estate Investment Trust Declares Dividend
MULTICARE AMC: Time To Assume/Reject Leases Extended to June 21, 2000
NEW WORLD: Brookwood Discloses 7.7% Equity Stake in Coffee & Bagel Chain
NIAGARA MOHAWK: Moody's Confirms Baa2 Sr Debt Ratings; Review For Downgrade
PACIFICAMERICA: Chapter 11 Reorganization Converts to Chapter 7 Liquidation

PAGING NETWORK: U.S. Trustee Again Opposes Liens on Avoidance Actions
PENNZOIL-QUAKER: Fitch Cuts Senior Unsecured Debt One Notch to BBB- Rating
PERRY GAS: Billing Issues Pushes Houston Gas Firm To File For Chapter 11
PHAR MOR: Avatex (FoxMeyer's Parent) Discloses 40.9% Equity Stake
PRIME SUCCESSION: Confirmation Hearing Scheduled for September 28

PRISON REALTY: Board of Directors Declares a $145 Million Dividend
SA TELECOMMUNICATIONS: Trustee Applies To Retain Counsel and Accountants
SAFETY-KLEEN: Creditors' Committee Retains Milbank Tweed As Lead Counsel
SUPERIOR PACIFIC: Case Summary
TRIPLE CROWN: ANG Agrees to Equity for Debt Swap in CableServ Amalgamation

UNITED ARTISTS: Announces Filing of "Prearranged" Chapter 11 Plan
WESTSTAR CINEMAS: Seeks Extension of Solicitation Period to Oct. 24
WORLDPORT COMMUNICATIONS: Heico Loads-Up on Shares, Taking 49.4% Stake

                                *********

ADVANCED MICRO: Completes 90% Sale of Communications Division for $375MM
------------------------------------------------------------------------
Advanced Micro Devices has completed the sale of 90 percent of AMD's
Communication Products Division for approximately $375 million in cash. AMD
has retained a 10 percent ownership interest in the business and also has a
warrant to acquire approximately an additional 10 percent. The parties
signed the definitive agreements for the sale of the Communication Products
Division to Francisco Partners, LP on May 21, 2000. The new entity will do
business under the name of Legerity, Inc.

AMD is a global supplier of integrated circuits for the personal and
networked computer and communications markets with manufacturing facilities
in the United States, Europe, Japan, and Asia. AMD produces
microprocessors, flash memory devices, and support circuitry for
communications and networking applications.

Founded in 1969 and based in Sunnyvale, California, AMD had revenues of
$2.9 billion in 1999.


AMERICAN AIRCARRIERS: Negotiates with Lenders for Amended Loan Agreement
------------------------------------------------------------------------
American Aircarriers Support, Incorporated (Nasdaq: AIRS), an integrated
aviation maintenance, repair and overhaul service provider, announced that
it has entered into a new loan agreement with its existing bank lender and
is now in full compliance with the covenants contained in the new loan
agreement.

By reaching agreement with the lender on a new loan agreement, the
previously reported covenant default by the company has been extinguished.
The new loan agreement applies to existing balances owed by the company on
its bank financing, including its revolving line of credit. While the
company is currently in compliance with the amended loan agreement, there
can be no assurance that the company will remain in compliance with the
terms, conditions and covenants of the new loan agreement for any specific
period of time.

Furthermore, the company is not assured that financing alternatives will be
available in the future that will be sufficient to support the company's
continued growth.

"Our success in negotiating a new bank loan agreement with our existing
lender and completion of the proposed strategic investment by Pegasus
Aviation are vital steps in addressing our liquidity issues and once again
focusing on enhancing revenues and achieving a return to profitability,"
said Karl Brown, chairman and chief executive officer. "We believe that our
results of operations in the second quarter, and perhaps extending into the
third quarter, have been negatively impacted by our liquidity issues.
Having secured the amended loan agreement, we believe the Company is
positioned to seek more business and increased profitability."

About American Aircarriers Support, Incorporated American Aircarriers
Support, Incorporated founded in 1985, provides integrated aviation
services, including maintenance, repair and overhaul services and spare
parts sales for commercial airlines, cargo operators and maintenance and
repair facilities worldwide. The company offers engine and aircraft
management services, as well as heavy maintenance for complete aircraft,
maintenance, repair and overhaul of flight controls, landing gear systems
and jet engines at its FAA licensed facilities. For more information
about American Aircarriers Support visit www.a-a-s.com.


APPLIED MAGNETICS: Bankruptcy Court Grants Exclusivity Extension To Sept 15
---------------------------------------------------------------------------
Applied Magnetics Corp. won a three-week extension of the exclusive periods
during which it alone can file a Chapter 11 plan.  The U.S. Bankruptcy
Court in Santa Barbara extended to Sept. 15 the exclusive period during
which other parties are prohibited from filing a competing plan.  The
exclusive period's earlier deadline had been Aug. 21.  If the company files
a plan by Sept. 15, parties would be further prohibited from filing a plan
through Nov. 20 to allow the company time to solicit plan votes.  (Federal
Filings, Inc., and ABI 05-Sep-00)


AURORA FOODS: Opens Arms for David N. Owens as VP for Product Development
-------------------------------------------------------------------------
David H. Owens has joined Aurora Foods Inc. (NYSE : AOR) as Vice President,
Product Development. Owens, with 20-plus years of experience in product
development, will be responsible for all product-development activities for
Aurora's consumer food brands.

The research and development staffs in St. Louis and at the company's
plants will report to Owens. "Expanding the product-development department
and having it report directly to me is an important recognition of the role
that product development will serve as we grow and drive our organization
forward," said Tom Ellinwood, Executive Vice President at Aurora Foods.

"David's strong background in product development and consumer products
will be a major help to us as we consolidate our operation, grow our brands
and build this organization for long-term growth." Most recently, Owens was
Senior Director, Product and Process Development for the ConAgra Frozen
Prepared Food Companies, where he directed product development for frozen
entrees, meals and poultry. Prior to that, Owens served as Associate
Director, Technology for Kraft Foods, where he worked for nine years. Owens
earned a Bachelor of Science degree in Chemical Engineering and Master's of
Business Administration from the University of Minnesota. He and his family
will relocate from Omaha, Nebraska, to St. Louis, Missouri, where Aurora
Foods is headquartered.

Aurora Foods Inc., which is based in St. Louis, is a leading producer and
marketer of premium branded food products including Duncan Hines(R) baking
mixes, Log Cabin(R) and Mrs. Butterworth's(R) syrup, Lender's(R) bagels,
Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood, Aunt Jemima(R) frozen
breakfast products, Celeste(R) frozen pizza and Chef's Choice(R) skillet
meals. Aurora's products can be found in all Retail classes of trade, and
Foodservice, and command strong positions in their respective categories
and/or markets.


BIG SMITH: Committee Makes Bid to Prosecute Insider Preference Action
---------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Big Smith Brands, Inc.
seeks entry of an order authorizing the Committee to file and prosecute an
action to recover a preferential transfer made to S. Peter Lebowitz, the
President of Big Smith.

In December, 1998, Mr. Lebowitz loaned $250,000 to Big Smith. After the
loan, Big Smith negotiated the sale of all assets of its Big Smith "work-
wear" business other than real estate and trademarks, to Walls Industries,
Inc. and license to Walls the Big trademark and certain related trademarks
for use in the manufacture, sale and licensing of work-wear products. The
sale was consummated on or about April 22, 1999 and in consideration for
the assets transferred, Walls paid Big Smith an amount equal to the
appraised value on a liquidated basis of the machinery and equipment sold
plus the book value of Big Smith's good and salable inventory, or $3.12
million. An additional $4.6 million is payable to Big Smith in accordance
with certain non-compete agreements.

Shortly after the Walls sale was consummated and within one-year from the
Petition Date, Mr. Lebowitz used the proceeds of the Walls' sale to satisfy
Big Smith's $250,000 debtor to him in full.

The Committee seeks an order authorizing it to pursue an action to recover
the Preferential Transfer.  The debtor has consented to the Committee's
action and has no objection to the entry of an order authorizing the
Committee to pursue recovery of the Preferential Transfer.


BLUESTAR BATTERY: Seeks Approval of Restructuring Plan in CCAA Proceeding
-------------------------------------------------------------------------
BlueStar Battery Systems International Corp. announced a plan to
restructure the Company and its Canadian operating subsidiary under the
Companies' Creditors Arrangement Act.

The U.S. operations of the BlueStar group of companies will not be affected
by these proceedings, and no proceedings will be taken in the United
States.

The Restructuring Plan requires the approval of the Canadian Court and the
unsecured creditors of the Company. The common shares of the Company will
be consolidated on an approximate 22:1 basis (such that existing
shareholders will hold 1.5 million post-consolidation shares); and the
Company will issue a further 12.5 million post-consolidation common shares
to its creditors in exchange for approximately U.S. $30.5 million face
amount of unsecured debt currently held by such creditors. All outstanding
options, warrants and other rights to acquire or convert securities of the
Company will be cancelled.

In order to implement the restructuring plan, the Company has entered into
a forbearance agreement with its banker which holds security over all of
the material assets of the Company. The Company believes that without the
forbearance agreement and the proposed restructuring, liquidation
proceedings against the Company's assets would be inevitable. The Company
believes that it can emerge from the restructuring as a sound and viable
company with a significantly improved Canadian distribution operation.

The interim court order governing the plan prohibits unsecured creditors or
other claimants from enforcing claims against the Company and authorizes
the Company to terminate or repudiate certain contracts. The order also set
the unsecured creditors' meeting for October 26, 2000. If the plan is
approved by the requisite majority, the sanction of the court will be
sought on October 31, 2000. This expedited timing is necessary to ensure
that the Company emerges from the restructuring as soon as possible and to
complete the restructuring before the termination of the forbearance
agreement with the Company's banker.

In order to ensure that the Company has sufficient working capital, certain
directors and officers of the Company have agreed to provide the Company
with a working capital loan.

Maintenance of the Company's listing on CDNX requires exchange acceptance
of the Plan, however, management anticipates, on the basis of its pre-
filing discussions with the exchange, that the Company will be able to
obtain exchange acceptance on a basis acceptable to the Company and its
creditors.

As part of the Plan there will be issued 2.8 million incentive options to
senior management, key employees and directors. Subject to approval of
CDNX, the options will be exercisable at the market price established post
implementation of the Plan, less the maximum permitted discount and will
vest as to 1/3 immediately and as to 1/3 at the end of six months and 12
months.

The Company also announced the sale of seven of its branch locations in
Western Canada and the resignation of Gordon Blankstein as a director of
the Company.

BlueStar is one of North America's largest integrated networks for power
and charging systems, providing supplier and customer participants with
sales, marketing and distribution and support capabilities. The Company,
through its electronic commerce network, markets over 5,000 different
products and automotive electric components from many of the world's finest
suppliers.

BlueStar continues to enhance its product lines through further strategic
alliances with the world's leading manufacturers, along with the
strengthening of the BlueStar participant network throughout North America.
BlueStar's common stock trades on the Canadian Venture Exchange.


BMJ MEDICAL: Asks for Extension of Exclusivity through Effective Date
---------------------------------------------------------------------
BMJ Medical Management, Inc., et al. seeks entry of an order extending the
debtors' exclusive period within which to file and solicit acceptances of
the plan of liquidation through the Effective Date of the plan.

The debtors are concerned that the plan proposal period and the
solicitation period may run out in advance of confirmation, in light of the
notice periods required by the Bankruptcy Rules and the court's schedule,
potentially resulting in some alternative plan being proposed and the
imposition on their estates of additional costs associated with evaluating
and possibly opposing such a plan.

The debtors review their progress in the case, and the size and complexity
of the case. The debtors have filed a disclosure Statement which they
believe contains adequate information to solicit votes on the plan, and a
scheduling motion seeking to schedule hearings on both the adequacy of the
disclosure statement, and confirmation of the plan as expeditiously as the
court's schedule permits.

The debtors filed their plan of liquidation on August 23, 2000 and a
hearing will be held in the US Bankruptcy Court, Wilmington, Delaware at
2:00 PM on September 12, 2000.


BREED TECHNOLOGIES: Atlantic Research Complains about Disclosure Statement
--------------------------------------------------------------------------
Atlantic Research Corporation, by its attorneys, files its objection to the
approval of the Disclosure Statement in support of the joint plan of
reorganization of Breed Technologies, Inc. and its substantively
consolidated subsidiaries.

In the Disclosure Statement the debtor states that the BAG, S.p.A.
transaction has not yet been consummated and there are no assurances that
it will be. The Disclosure Statement gives no further explanation other
than this comment and does not disclose whether Breed is unable to close or
is unwilling to close as the result of an undisclosed agreement reached
with the co-proponent of the debtors' plan, Harvard Industries, Inc.

Atlantic Research believes that the Disclosure statement should be amended
to provide language in substantially the following form:

    a) ARC asserts that it has met all of its conditions to closing and is
        prepared to consummate the BAG Transaction;

    b) The purchase offer from Harvard forming the basis for the debtors'
        plan of reorganization does not contemplate Harvard's assumption of
        Breed's obligations relative to consummating the BAG Transaction;  
        and

    c) In the event Breed or its successor fails or refuses to consummate
        the BAG Transaction, Atlantic Research is likely to assert
        significant claims against Breed or its successor for, without
        limitation, Breed's funding obligations with respect to BAG.

Atlantic Research asserts that it has met all of its conditions to closing
and is prepared to consummate the BAG Transaction, that the Disclosure
statement should be amended to the extent that it fails to accurately
describe the current status of negotiations between Breed, Harvard and
Atlantic Research, the limitations on any post-rejection obligation of
Atlantic Research to honor Breed's requests for products under the LTSA and
the terms of the referenced stipulated order between Breed and Atlantic
Research.

Specifically, the Disclosure Statement indicates that "negotiations
continue" in connection with the parties' attempts to reach consensus on
the terms for the assumption of a modified LTSA. However, Atlantic Research
points out that it is significant to acknowledge the cessation of
negotiations because the deadline for Breed's assumption or rejection of
the LTSA has been extended to September 6, 2000 and Breed and Harvard have
been advised that Atlantic Research may not grant further extensions.

Atlantic Research also states that the debtors should disclose whether a
reserve fund will be established from the proceeds received from Harvard
under the debtors' plan, or if Harvard intends to assume such liabilities
and purchase the debtors' businesses subject to the claims of reclamation
creditors.


CANADIAN AIRLINES: Air Canada Acquisition Passes UK Competition Commission
--------------------------------------------------------------------------
Air Canada welcomed the findings of the United Kingdom's Competition
Commission investigation on the impact of Air Canada's recent acquisition
of Canadian Airlines on air transportation between the United Kingdom and
Canada.

"We are very pleased with the findings of the Competition Commission," said
Lise Fournel, Air Canada's Executive Vice President, Commercial. "Air
Canada has been serving travellers between the UK and Canada for more than
fifty years and has long recognized the importance of maintaining
competitive service offerings that respond effectively to the needs of the
market. We are committed to ensuring Air Canada remains the preferred
choice for consumers in this highly competitive market."

In its report, the Commission found that on the major London-Toronto route
"there was effective competition in the case of price-sensitive (mainly
leisure) passengers from former charter operators now redesignated as
scheduled airlines and from other charter operators, and the prospect of
expansion or entry from airlines at Heathrow, Gatwick or Stanstead."

The Commission noted that "there were few constraints on British Airways
expanding its services at Heathrow and that it was able to provide
effective competition, as may other operators at Heathrow."

Air Canada and Canadian Airlines operate a combined schedule between Canada
and the United Kingdom offering customers a total of 13 flights a day
between London and Vancouver, Calgary, Ottawa, Montreal, Toronto, Halifax
and St. John's, and daily flights between Toronto-Glasgow and Toronto-
Manchester.

On May 2, 2000, the Consumer and Corporate Affairs Minister of the United
Kingdom referred Air Canada's pending acquisition of Canadian Airlines to
the UK Competition Commission for investigation and report under the
provisions of the Fair Trading Act 1973. The investigation was undertaken
with respect to non-stop city-pair flights between London Heathrow and
Canada.

Air Canada inaugurated its first transatlantic service July 22, 1943
between Canada and the United Kingdom with its Montreal - Prestwick
(Glasgow) route. The route was subsequently extended to London on September
16, 1946. Air Canada continued to launch non-stop air service between
Canadian cities and London from Toronto in 1957, Halifax via Prestwick in
1960, St. John's (Gander) in 1961, Vancouver and Calgary in 1966, and
Ottawa in 1985.


CERPLEX GROUP: Committee Balks at Key Employee Incentive Bonus Program
----------------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Cerplex Group, Inc.
and Cerplex, Inc., objects to the debtors' motion for an order approving
the debtors' incentive bonus program for key employees.

The Committee objects on the grounds that the program seeks to pay
retention bonuses to employees that may have already quit, or could leave
very shortly after approval of the incentive compensation; the proposed
bonus payments are improperly designed so as not to provide the incentive
sought, and the payments are an unwarranted financial drain on the debtor's
meager estate.


DIXIE LIFE: S&P Assigns 'CCCpi' Financial Strength Rating to Insurer
--------------------------------------------------------------------
Standard & Poor's assigned its triple-'Cpi' financial strength rating to
Dixie Life Insurance Co. Inc.

The rating is based on the company's marginal capitalization, high level
of risk assets, low surplus growth, weak liquidity, and volatile earnings.
The company, which mainly writes individual and industrial life insurance,
is based in Bogalusa, Louisiana, and licensed only in Louisiana where it
writes 99% of its business. It began operations in 1934.

Major Rating Factors:

    a) Capitalization is marginal, as indicated by Standard & Poor's capital
adequacy ratio.  The company has an aggressive investment profile with
respect to risk assets as a percentage of capital. Its $2.6 million in real
estate investments represents 169.7% of total adjusted capital.  
Collateralized mortgage obligations and loan-backed bonds together account
for 38.4% of invested assets, which is more than the industry-weighted
median of 25.0%. These asset allocations place the company in a less than
secure range as measured by Standard & Poor's capital adequacy ratio.

    b) Total adjusted capital was $1.5 million at year-end 1999 versus
$1.6 million in 1998, a decrease of 7.1%. The company's surplus has grown
at a compound annual rate of 1.3% since 1993.

    c) The company has a weak liquidity ratio of 58.2%. This, in conjunction
with the company's very limited capital base ($1.5 million) and volatile
earnings, is a limiting factor. Since 1994, the return on assets has ranged
between 0.6% and 2.1%.

    d) The ratio of unassigned funds to adjusted capital, as a measure of
retained earnings, is good at 70.2%.

Although the company is 100% owned by Mothe Life Insurance Co. (financial
strength rating single-'Bpi') and a member of Mothe Group, a very small
insurance group (surplus less than $10 million), the rating does not
include additional credit for implied group support.

Dixie Life Insurance Co. Inc. (NAIC: 73733) owns 31.25% of Lafourche Life
Insurance Co. and 32% of Evangeline Life Insurance Co. Inc., which, along
with Schoen Life Insurance Co. Inc., are also members of the Mothe Group.


EVANGELINE LIFE: S&P Assigns 'CCCpi' Financial Strength Rating to Insurer
-------------------------------------------------------------------------
Standard & Poor's assigned its triple-'Cpi' financial strength rating to
Evangeline Life Insurance Co.

Key rating factors include the company's marginal capitalization,
aggressive investment risk profile, volatile earnings, and weak liquidity.
Thecompany mainly writes individual and industrial life insurance. Based in
New Iberia, Louisiana, the company is licensed and operates solely in
Louisiana.It began operations in 1923.

Major Rating Factors:

    a) Capitalization is very weak, as indicated by Standard & Poor's
capital adequacy ratio. Total adjusted capital was $1.5 million at year-end
1999 versus $1.7 million in 1998, a decrease of 8.9%. The $0.2 million
declinein surplus in 1999 was caused primarily by $0.1 million in dividends
to stockholders and a negative $0.1 million change in the company's asset
valuation reserve. Surplus has nevertheless grown at a compound annual rate
of 6.1% since 1993.

    b) The company maintains an aggressive investment profile with respect
to risk assets as a percentage of capital, with $2.4 million in other
(Schedule BA) investments, which represent 153.5% of total adjusted
capital.

    c) The company's volatile earnings, along with the current Standard &
Poor's liquidity ratio of 37.9%, are a limiting factor.  The return on
assetshas ranged from negative 0.5% to positive 2.3% since 1994.

    d) The $0.4 million drop in net income in 1999 came mainly from the
company's industrial life business, which had a $0.3 million decline in
pretax income before dividends to policyholders.

    e) The company's liquidity ratio of 37.9% is weak. This, in conjunction
with the company's very limited capital base ($1.5 million), is a rating
factor.

     Although the company (NAIC: 73946) is a member of the Mothe Group, a
very small insurance group (surplus less than $10 million), the rating does
not include additional credit for implied group support. The company is
owned by three other members of the Mothe Group: Mothe Life Insurance Co.
(financial strength rating single-'Bpi') with 36%; Schoen Life Insurance
Co. Inc. (32%), and Dixie Life Insurance Co. Inc. (32%).


FPL ENERGY: Moody's Changes Outlook on Debt Rating in Light of Litigation
-------------------------------------------------------------------------
Moody's Investors Service changed the outlook for the Baa2 long term debt
ratings of FPL Energy Caithness Funding Corporation ("the project" or "the
projects") due to pending litigation between the project and its offtaker,
Southern California Edison, or SCE (A1, senior secured).

SCE filed with the Federal Energy Regulatory Commission (FERC) for a
declaratory order asking the Commission to apply the November, 1999
decision of the US Court of Appeals for the District of Columbia Circuit in
Southern California Edison Co. v. FERC ("the Laidlaw decision"), to all
qualifying small power production facilities, including the solar energy
generating stations of FPL Energy Caithness Funding Corporation. Due to the
protracted nature of litigation of this type and the fact that the assets
will continue to operate as they have in the past until the legal dispute
is resolved; it is Moody's opinion that a negative outlook highlights the
risks to investors without the necessity of an ongoing review for downgrade
which may not be concluded for years.

BACKGROUND OF THE DISPUTE

FPL Energy Caithness Funding Corporation is a special purpose vehicle
formed to finance the investments in two solar powered electric generation
stations in California (SEGS VIII and SEGS IX). Under provisions of the
Public Utilities Regulatory Polices Act of 1978 (PURPA) which is part of
the Federal Power Act these facilities are allowed to burn natural gas as a
secondary fuel in minimal amounts for ignition, startup, testing, flame
stabilization, control uses, to alleviate or prevent equipment outages and
emergencies.. In order to ensure that the "renewable" resource is the
primary fuel used by a qualifying facility (QF's) a limitation of up to 25%
of the total fuel input was placed on the permitted uses of secondary fuel.
In 1985 the FERC set out additional uses of secondary fuels as part of its
role in implementing legislation through clarifying rules and certifying
qualifying facilities. Subsequently in 1988, the FERC approved QF
applications of SEGS VIII and SEGS IX including approvals to use natural
gas in the manner and for the purposes listed in the original legislation
and in the implementing orders of the FERC.

According to the filing made by SCE the decision of the US Court of Appeals
for the District of Columbia Circuit invalidating the "essential fixed
assets " standard established by the FERC in 1985 should be applied to all
small power production facilities retroactively to 1995. Under the
essential fixed assets standard the FERC permitted uses of fossil fuel not
enumerated under sections of the Federal Power Act. The disputes in the
case center on whether the FERC has the authority to "augment" the
provisions of the Federal Power Act and, if so, is the Laidlaw decision
generally applicable to all small power producers. Furthermore, the dispute
resolution will be influenced by the legal concepts of retroactivity,
finality of FERC orders, whether the intent of the legislation is being
followed and whether a long-established principle relied on by investors
and the public can or should be overturned.

POSSIBLE FINANCIAL IMPACT OF THE ACTION

In its filing SCE estimated that disallowance of natural gas firing to
enhance production would reduce contract revenues by $ 280 million across
all its contracts with qualifying small power producers. In an affidavit by
a member of the project's management committee estimates that the revenue
loss potential to SEGS VIII and IX is $15 million each year on a going
forward basis which would result in lower than appropriate coverage levels.
This analysis gives the partnership no credit for lower gas expenses nor
does it test whether the projects can continue to supply contracted
volumes; however, it provides some insight that the projects' rating might
not be at an investment grade level should SCE prevail in its action.

We note that the original analysis conducted by the independent engineer
concluded that the projects could meet their contractual obligations during
the summer months using only solar power under normal weather conditions.
This adds some stability to the rating since between 60% to 70% of the
capacity payments are earned in those four months.

Additionally, SCE has asked for a rebate from all small power producers
totaling $ 225 million representing overpayments resulting from the
"unauthorized" use of natural gas at the solar projects. That being said,
while this dispute is being litigated it appears that SCE will continue to
make contractual payments and the projects will continue to use natural gas
in the way approved in their original qualifying facility certifications.
The prospects for a speedy resolution of this issue are dim given that the
losing party at the FERC is likely to appeal to either the DC circuit court
or the ninth circuit court. The negative outlook is intended to alert
investors to a potentially negative event beyond the normal outlook
horizon. However, if a rating decline were to occur it could be greater
than one rating category.

In sum, the solar generating stations owned by FPL Energy Caithness face a
potential loss in cash flow should their operations be limited in the way
suggested in the legal action sponsored by Southern California Edison.
Furthermore, the partnership does not currently have the resources to pay a
retroactive judgement. The possible outcomes range from neutral to
negative. The application of general legal principles to the specifics of
this situation will determine how negative the outcome may be, if at all.

FPL Energy Caithness Funding Corporation is a special purpose funding
entity supported by cash generated by two eighty megawatt (80 Mw) solar
powered electricity generating plants. Located in the Mojave Desert in
California the plants are part of the largest solar energy generating
complex in the world.


GENESIS/MULTICARE: Applies to Employ Paul Weiss as Special Counsel
------------------------------------------------------------------
Pursuant to section 327(e) of the Bankruptcy Code and Bankruptcy Rule
2014, Genesis Health Ventures, Inc., et al., seek the Court's authority to
employ Paul, Weiss, Rifkind, Wharton & Garrison as their Special Litigation
Counsel, nunc pro tunc to the date the filed for chapter 11 protection in
Wilmington, Delaware.  

The Debtors have employed Paul, Weiss as their litigation counsel since
April 1999. Paul, Weiss currently represents the Debtors in five
litigation matters:

    (1) an arbitration before the American Arbitration Association,
         NeighborCare Pharmacy Services, Inc. v. HCR Manor Care, Inc., No.
         21 Y 193 00071 99 (Am. Arb. Ass'n filed May 8, 1999);

    (2) an action in Maryland State court, NeighborCare Pharmacy Services,
         Inc. v. Omnicare, Inc., No. 03-C-99-007379 (Baltimore County Cir.
         Ct. filed July 26, 1999);

    (3) and (4) two federal court actions in Delaware, Genesis Health
         Ventures, Inc. v. HCR Manor Care, Inc., Civ. A. No. 99-287-SLR (D.
         Del. filed May 7, 1999), and Manor Care, Inc. v. Genesis Health
         Ventures, Inc., Civ. A. No. 99-580-SLR (D. Del. filed Aug. 27,
         1999);

    (5) a federal court action in Ohio, Manor Care of America, Inc. v.
         Genesis Health Ventures, Inc., No. 99 Civ. 7775 (N.D. Ohio filed
         Dec. 22, 1999).

Subject to the Court's approval, Paul, Weiss will continue to represent
the Debtors with respect to such matters. The Debtors contemplate that
Paul, Weiss' services, relating to their non-bankruptcy general litigation
matters, will not duplicate with other parties that the Debtors retain.

Paul, Weiss will charge the Debtors at the same rates as for its non-
bankruptcy clients. At present, the principal attorneys and paralegals
designated to represent the Debtors and their current standard hourly
rates, subject to adjustments, are:

         Martin London, partner             $ 595
         Roberta A. Kaplan, partner         $ 440
         Jonathan Hurwitz, counsel          $ 425
         Hih Song Kim, associate            $ 390
         Julie Turaj, associate             $ 315
         Andrew G. Frank, associate         $ 315
         Joshua Groban, associate           $ 295
         Dana L. Moskowitz, staff attorney  $ 195
         Erin M. Shoudt, paralegal          $ 105

Paul, Weiss will apply to the court for reimbursement from the Debtors for
all out-of-pocket disbursements.

Within ninety days prior to the Commencement Date, Paul, Weiss received
from the Debtors approximately $1,080,950 for services and expenses. Paul,
Weiss has a prepetition claim against the Debtors in the approximate
amount of $77,621 for unpaid services.

Notwithstanding that, the Debtors represent that, to the best of their
knowledge, Paul, Weiss holds no interest adverse to the Debtors or to
their estates with respect to the matters on which Paul, Weiss is to be
employed. Moreover, the Debtors submit that the members and associates of
Paul, Weiss do not have any connection with the Debtors, their creditors,
or any other party in interest. (Genesis/Multicare Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF COMMUNITIES: Emerges from Chapter 11 under Committee & Lenders' Plan
-------------------------------------------------------------------------
Bankruptcy Judge Arthur B. Briskman approved a plan of reorganization in
the Chapter 11 case of Golf Communities of America, Inc. (OTCBB:CLUBE.OB).
The Plan was submitted by the Committee of Unsecured Creditors and the
primary secured lender, Credit Suisse-First Boston Mortgage Capital LLC.
The case, one of Central Florida's largest ever, included approximately
$160 million in outstanding debts, and was originally filed in July of
1999.

According to attorney Denise Dell, who represents the Committee of
Unsecured Creditors, the Plan transfers four pieces of property valued (by
the Bankruptcy Court) at approximately $11 million to the Committee, free
and clear of the pre-petition mortgage of Credit Suisse. The remaining
assets will be transferred to Credit Suisse.

"We feel good about the Plan's provisions for the unsecured creditors,"
said Dell, a shareholder of Akerman Senterfitt in Orlando. "The Judge
actually converted the case to a Chapter 7 earlier in the day, but decided
to reconvert it to a Chapter 11. He then confirmed the Plan, which the
Committee believes will result in a larger distribution to the unsecured
creditors."

The Plan also provides for the liquidation of the assets of Golf
Communities of America, Inc. and its affiliated entities, effectively
ending the life of the original operating company.

A publicly held company with corporate offices located in Orlando, Florida,
Golf Communities of America specialized in the acquisition, development,
management, and marketing of golf properties. These properties include 18-
hole, daily-fee operations, semi-private and resort courses, as well as
private, country club communities. The company's projects totaled more than
4,000 acres of land, residential developments and golf courses located in
south, southwest and central Florida, Texas, North Carolina and Utah.

Founded in 1920, Akerman Senterfitt is one of Florida's leading law firms
with more than 300 lawyers offering a full range of legal services. The
firm has offices in Fort Lauderdale, Miami, Orlando, Jacksonville,
Tallahassee, Tampa and West Palm Beach.


HARNISCHFEGER INDUSTRIES: Beloit Walks Away from Wheeling, Ill., Lease
----------------------------------------------------------------------
Beloit Corporation seeks the Court's authority for the rejection of non-
residential real estate lease between National-Louis University c/o The
John Buck Company and Beloit Corporation for space of 9,526 square feet in
the building which is part of the complex commonly known as Capitol
Commerce Center, located at 6330-6360 Capital Drive, Wheeling, IL 60090.

As all Beloit's assets have been sold and substantially all of Beloit's
operations have terminated, Beloit no longer needs the Wheeling Property.
(Harnischfeger Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HEILIG-MEYERS: Equity Challenges Debtors' Decision on MacSaver Rejection
------------------------------------------------------------------------
B&C Investments, LLC, objects to the motion of Heilig-Meyers Company, et
al. to reject the Master Pooling and Servicing Agreement by and among
MacSaver Funding Corporation, Heilig-Meyers Company and First Union
National Bank.

B&C is the largest equity security holder of the parent debtor, Heilig-
Meyers Company, and has sought the appointment of an official committee of
equity security holders through a request filed with the Office of the
United States Trustee. To date, the US Trustee's Office has not appointed
an official committee of equity security holders, but has indicated its
intention to do so.

B&C believes that there may be objections that the Equity Committee, once
appointed, would want to file to this motion and/or to the settlement
reached by the debtors with First Union National Bank, as Trustee of the
Master Trust. One objection of B&C, even without an Equity Committee is the
fact that the Restated Master Pooling Servicing Agreement may be a valuable
asset that should be marketed for sale by the debtors rather than rejected
at this stage of the bankruptcy cases.


HORIZON PHARMACIES: Retains Financial Advisor in Wake of Covenant Violation
---------------------------------------------------------------------------
Storm clouds are gathering at Horizon Pharmacies' Denison, Texas,
headquarters and the forecast appears gloomy at best, F&D Reports'
Scrambled Eggs publication reports this week. Costly e-commerce initiatives
left the Company in violation of its credit agreement at the close of the
second quarter ended June 30, 2000. So far, its lenders have not waived the
violations and have the right to demand repayment of outstanding
borrowings. If the Company does not receive waivers or amendments to the
facility, it may be forced to liquidate underperforming stores or
inventories in order to pay the debt. As a result, the Company has engaged
a financial advisor to explore strategic alternatives.


HVIDE MARINE: Elects J. Stephen Nouss as New Senior VP and CFO
--------------------------------------------------------------
Hvide Marine Incorporated (OTC Bulletin Board: HVDM) (HMI) announced the
election of J. Stephen Nouss as Senior Vice President and Chief Financial
Officer. He will report directly to HMI's Chief Executive Officer, Gerhard
E. Kurz, and he replaces Walter S. Zorkers, who resigned in May. "We are
extremely pleased to have a person of Steve's experience and credentials
join our team," commented Mr. Kurz. "He is well known in the accounting
profession, and he will provide the leadership necessary to upgrade our
financial reporting systems and rationalize our capital structure." Mr.
Nouss joins HMI from Certified Vacations Group, Inc., where he was Vice
President of Finance and Administration. Prior to that he served on the
management teams of two Fortune 500 companies -- W. R. Grace & Co., where
he was Assistant Vice President, and Ryder System, Inc., where he was
Controller - International Finance. He also has 16 years of public
accounting experience with Price Waterhouse LLP and Coopers & Lybrand LLP.

Mr. Nouss is President-Elect of the Florida Institute of Certified Public
Accountants and a former Director of the University of Florida Athletic
Association, Inc., which he also served as Vice President. He is a past
President of the University of Florida National Alumni Association and of
the Mental Health Resource Center, Inc. He received his Bachelor of Science
degree in Business Administration from the University of Florida.

Headquartered in Fort Lauderdale, Florida, HMI is a leading provider of
marine support and transportation services, primarily to the energy and
chemical industries. HMI provides benchmark quality service to its
customers based on innovative technology, the highest safety standards,
modern efficient equipment and dedicated, professional employees. Visit HMI
on the Web at http://www.hvide.com.


HVIDE MARINE: Names Stephen B. Finch as Assistant General Counsel
-----------------------------------------------------------------
Hvide Marine Incorporated (OTC Bulletin Board: HVDM) (HMI) announced the
election of Ronald W. Bjelland as General Counsel with responsibility for
all legal activities of the Company, its subsidiaries and affiliates. Mr.
Bjelland was previously lead counsel for Mobil Oil Corporation's
international and domestic marine operations. He will report directly to
HMI's Chief Executive Officer, Gerhard E. Kurz, who was formerly President
of Mobil Shipping and Transportation Company. "It is a pleasure to welcome
Ron to Hvide," commented Mr. Kurz. "We worked together for many years at
Mobil, and he is an experienced, battle- tested veteran who will protect
Hvide's corporate interests and manage its legal affairs in a comprehensive
and cost-effective manner."

Mr. Bjelland comes to HMI after a 22-year career at Mobil Oil Corporation,
where he served in a number of international postings, including Mobil
Exploration Norway, Mobil North Sea Limited, Mobil Producing Netherlands,
Mobil Oil Indonesia and Mobil Europe Ltd., of which he was Vice President
and General Counsel. As Senior Marine Counsel for Mobil Business Resources
Corporation, he was lead project lawyer on five major shipping joint
ventures, four of which involved complex financing structures for six VLCCs
and two Aframax-class vessels. Prior to joining Mobil, he was an associate
with the admiralty law firm of Haight, Gardner, Poor & Havens, where he was
involved with maritime litigation, including collision (e.g., the Seawitch
and Esso Brussels), fire and personal injury. Before earning his law
degree, he worked at United States Lines and Gulf Oil Corporation and
sailed as a marine engineer after graduating with a B.S. from the United
States Merchant Marine Academy at Kings Point. He earned his J.D. from
Fordham Law School and is a member of the American Bar Association.

Supporting Mr. Bjelland in his new role is Stephen B. Finch, who joined HMI
in May as Assistant General Counsel after a 20-year career with Mobil Oil
Corporation. A graduate of Yale and the George Washington University Law
School, Mr. Finch served in a number of capacities at Mobil, including Vice
President and General Counsel of Mobil Saudi Arabia; Senior Counsel, U.S.
Supply and Logistics; and Senior Counsel, Marine and International
Products.

Prior to joining Mobil, he was an associate attorney with the admiralty
firm of Burlingham Underwood and Lord in New York. He is a Navy veteran and
the author of "Pueblo and Mayaguez: A Comparative Legal Analysis," Case
Western Reserve Journal of International Law, Vol. 1, 1977.

Headquartered in Fort Lauderdale, Florida, HMI is a leading provider of
marine support and transportation services, primarily to the energy and
chemical industries. HMI provides benchmark quality service to its
customers based on innovative technology, the highest safety standards,
modern efficient equipment and dedicated, professional employees. Visit HMI
on the Web at http://www.hvide.com.


JITNEY JUNGLE: Obtains Extension of Exclusive Period through Dec. 9
-------------------------------------------------------------------
Jitney Jungle sought and obtained an extension of its exclusive period
during which to file a plan of reorganization through December 9, 2000. The
U.S. Bankruptcy Court in New Orleans, Louisiana, granted a concomitant
extension of Jitney Jungle's exclusive period during which to solicit
acceptances of that plan through February 7, 2001. The Debtors continue to
enjoy an open-ended extension of their time within which to decide whether
to assume, assume and assign or reject non-residential real property leases
until confirmation of a plan. Some reports speculate that offers to buy all
or part of the grocery chain may emerge as early as this month and are
almost inevitable.


JOAN AND DAVID: Judge Bernstein Okays Bidding Protections & Sale Procedures
---------------------------------------------------------------------------
By order of the US Bankruptcy Court, Southern District of New York entered
on August 24, 2000, the bidding protections and sale procedures to be
employed in connection with the proposed sale of substantially all of the
assets of joan and david helpern incorporated are approved. The auction to
solicit higher or better offers for the purchased assets shall be conducted
at the offices of Hahn & Hessen, New York, on September 20, 2000 at 10:00
AM. A hearing will be held on September 26, 2000 before the Honorable
Stuart M. Bernstein to approve the highest and best offer. The stalking
horse bidder, Fashion Brands Development Corp. will be entitled to a Break-
up Fee of $400,000 if the Purchase Agreement is terminated by the debtor in
accordance with the terms of the Purchase Agreement.


LOEWEN GROUP: Debtors and GMAC Work-Out Stipulation for Auto Lease Payments
---------------------------------------------------------------------------
Debtor Morningside Memorial Gardens, Inc., and non-debtor affiliates of The
Loewen Group, Inc., Eliott-Hamil Funeral Home and Rains-Seale Funeral Home
are parties to 23 vehicle lease or purchase agreements with General Motors
Acceptance Corporation.  GMAC says it hasn't received post-petition
payments.  The Debtors say they'd pay the bills if GMAC would send
invoices.  To avoid future confusion and litigation, GMAC and the Debtors
stipulate that (a) GMAC will timely deliver invoice copies to the correct
entity, (b) GMAC will mail copies of those invoices to Eric D. Schwartz,
Esq., at Morris, Nichols, Arsht & Tunnell, local counsel to Loewen, (c)
Loewen will pay GMAC all post-petition amounts due and owing, (d) GMAC
will amend its proofs of claim so that they reflect only pre-petition
amounts due, and (e) GMAC will do nothing in violation of the automatic
stay.  (Loewen Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MARQUIP INC: Court Approves Sale Of Madison Paper Manufacturer For $7.4MM
-------------------------------------------------------------------------
From Milwaukee, Wisconsin, The Journal Sentinel reports that bankrupt
paper-manufacturer Marquip, Inc., got court approval for the sale of its
Madison plant to Barry-Webmiller Cos.  The bankruptcy court scheduled a
final hearing on the sale for Sept. 14.  Barry-Webmiller will pay $7.4
million for the company.  Marquip filed for Chapter 11 protection in April.


MEDITRUST COMPANIES: Completes Healthcare Asset Sales & Mortgage Repayments
---------------------------------------------------------------------------
The Meditrust Companies (NYSE: MT) announced that it completed additional
healthcare asset sales and mortgage repayments of approximately $500
million, generating total proceeds since the announcement of its Five Point
Plan of reorganization in January 2000 of $959 million. The net book value
of Meditrust's remaining healthcare assets is approximately $1 billion.

The early repayment of mortgages related to 100 facilities and the purchase
of one facility by Life Care Centers of America, Inc. and Health Asset
Realty Trust, generated total proceeds of $500 million. This transaction
involved 96 long-term care facilities, three assisted living facilities,
and two retirement living facilities. A summary of Meditrust's real estate
portfolio as of June 30, 2000, pro forma for asset sales from July 1
through September 1, 2000, is attached as Exhibit 1 to this release.

Francis W. ("Butch") Cash, Chief Executive Officer of Meditrust said, "Over
the past seven months we have sold healthcare assets and paid down debt,
executing the goals outlined in our Five Point Plan. We are pleased with
our success and will continue our work to position Meditrust as an
operationally sound and substantially deleveraged company."

With the above-described transaction, as well as those described below,
Meditrust has completed $959 million of transactions since the announcement
of its Five Point Plan:

    a) the sale of the Companies' medical office building management
       company, 23 medical office buildings, three medical office building
       mortgage loans, 12 assisted living facilities, and the partial  
       repayment of one mortgage loan for total consideration of $236
       million;

    b) the early repayment of a mortgage related to a long-term care
       facility for $8 million;

    c) the sale of four long-term care facilities with total proceeds of
       $22 million;

    d) the early repayment of mortgage loans related to two medical office
       buildings for $48 million;

    e) the sale of one mortgage loan on a retirement living facility for
       $7 million; and

    f) the sale of one medical office building and one long-term care
       facility along with the early repayment of mortgages pertaining to
       five assisted living facilities and two long-term care facilities,
       for total proceeds of $138 million.

Losses recorded related to these $959 million of transactions, including
previously recorded provisions for "assets held for sale", are
approximately $ 244 million. Part of the $500 million in proceeds from the
transactions announced today were used to fully pay down Meditrust's
revolving credit line.

The Company has also voluntarily reduced its revolving credit line
commitment from $850 million to $400 million and agreed to prepay $50
million of its term bank loan (Tranche D commitment). Total debt due in the
year 2001 has now been reduced to $676 million from $1.4 billion at
December 31, 1999. Total indebtedness has now been reduced to $1.6 billion
from $2.6 billion at December 31, 1999.

Michael F. Bushee, Chief Operating Officer of Meditrust Corporation,
commented, "We are pleased with our ability to complete a transaction of
this size involving healthcare mortgages in a tight market for healthcare
capital.

The closing of this transaction demonstrates the Companies' ability to sell
healthcare assets, even in difficult times. Looking forward, we remain
confident in our ability to sell assets, particularly given that the cash
flow coverage of our remaining portfolio is 1.6 X for the six months ended
June 30, 2000."

The Meditrust Companies, a real estate investment trust headquartered in
Dallas, Texas, consists of Meditrust Corporation, a REIT, and Meditrust
Operating Company. Meditrust Corporation's portfolio consists of 300
lodging facilities, 94 long-term care facilities, 94 retirement and
assisted living facilities, five medical office buildings, and seven other
healthcare facilities. Meditrust Operating Company operates all of the
lodging facilities under the La Quinta brand name. Today's news release as
well as other news about The Meditrust Companies is available on the
Internet at http://www.reit.com.

La Quinta Inns, Inc. owns and operates 230 Inns and 70 Inn & Suites in 28
states. La Quinta is the lodging division of The Meditrust Companies and is
also headquartered in Dallas. For more information about La Quinta, please
visit its Web site at http://www.laquinta.com.


MEDITRUST COMPANIES: Texas Real Estate Investment Trust Declares Dividend
-------------------------------------------------------------------------
Meditrust Corporation (NYSE: MT) announced that the Board of Directors
declared a dividend of $0.5625 per depositary share on its 9.00% Series A
Cumulative Redeemable Preferred Stock for the period from July 1, 2000 to
September 30, 2000. Shareholders of record on September 15, 2000 will be
paid the dividend of $0.5625 per depositary share of Preferred Stock, on
October 2, 2000.

Dividends on the Series A Preferred Stock are cumulative from the date of
original issuance and are payable quarterly in arrears on March 31, June
30, September 30 and December 31 of each year (or, if not a business date,
on the next succeeding business day), at the rate of 9.00% of the
liquidation preference per annum (equivalent to an annual rate of $2.25 per
depositary share).

The Meditrust Companies, (NYSE: MT), a real estate investment trust
headquartered in Dallas, Texas, consists of Meditrust Corporation, a REIT,
and Meditrust Operating Company. Today's news release as well as other news
about The Meditrust Companies is available on the Internet at
http://www.reit.com.


MULTICARE AMC: Time To Assume/Reject Leases Extended to June 21, 2000
---------------------------------------------------------------------
By order entered on August 21, 2000, the Honorable Peter J. Walsh granted
the motion of the debtor, Multicare AMC, Inc., et al. extending the time in
which the debtors may assume or reject the unexpired leases, through and
including the earlier of June 21, 2000 and the date on which an order is
entered confirming a plan in the debtors' cases, without prejudice to the
debtors' rights to seek a further extension, with repsect to particular
Unexpired Leases, and the right of any lessor to request that the extension
be shortened as to a particular unexpired lease.


NEW WORLD: Brookwood Discloses 7.7% Equity Stake in Coffee & Bagel Chain
------------------------------------------------------------------------
Brookwood New World Investors, LLC and Brookwood New World Co., LLC
beneficially own 1,196,910 shares of the common stock of New World Coffee
Manhattan Bagel Inc., representing 7.7% of the outstanding common shares of
the company. They each share voting and dispositive powers over the shares
owned.

Brookwood New World Co., LLC, is a Delaware limited liability company (the
"Company"), and Brookwood New World Co., LLC, is a Delaware limited
liability company (the "Manager"). The Manager is the sole managing member
of the company which was formed for the purpose of acquiring, owning,
voting and disposing of the securities of New World described here.


NIAGARA MOHAWK: Moody's Confirms Baa2 Sr Debt Ratings; Review For Downgrade
---------------------------------------------------------------------------
Moody's Investors Service is confirming the fixed income ratings of Niagara
Mohawk Power Corporation, senior secured debt rated Baa2, concurrent with
the announcement that the company will be acquired by National Grid Group
plc for a combination of shares in a newly formed National Grid company and
cash totaling $3 billion. This transaction builds on the US strategy
previously articulated by National Grid as evidenced by its acquisition of
New England Electric System and Eastern Utilities Associates. Earlier
today, Moody's placed the long-term ratings of National Grid Group plc
(senior unsecured A1) and National Grid Company (senior unsecured Aa3)
under review for possible downgrade because of the likely impact the
acquisition will have on prospective financial performance and the changing
nature of the business risk profile at the group.

The ratings confirmation reflects our expectation that while a foundation
for an improved credit profile has been achieved through the operation of
the Master Restructuring Agreement and PowerChoice, a substantial
improvement to the company's financial performance is still to be
evidenced. Debt is expected to remain high for some time to come and cash
flows, though significantly improved, are not yet sufficient for bondholder
protection even at the current rating category. In addition, the
confirmation assumes that Niagara Mohawk will be directly owned by National
Grid Group though managed through that company's principle US subsidiary,
National Grid USA. As such, the ratings assigned to National Grid USA and
its operating subsidiaries are not impacted by the acquisition. Any changes
in the ownership structure could cause the rating confirmation to be
revisited.

The Niagara Mohawk Power Corporation ratings confirmed are the company's
first mortgage bonds, rated Baa2, and an associated shelf registration,
rated (P)Baa2; the company's senior unsecured debt, rated Baa3, and an
associated shelf registration, rated Baa3; the company's Baa3 issuer
rating; and the company's preferred stock issues, rated "ba1".
The acquisition itself is subject to a number of regulatory approvals and
other consents. These include the sale of Niagara Mohawk's nuclear
facilities, approval of the change in ownership and continuation of
PowerChoice by the New York Public Service Commission, and approval of the
shareholders of both National Grid and Niagara Mohawk. The acquisition is
expected to be completed in late 2001.

Niagara Mohawk Power Corporation, headquartered in Syracuse, NY, is the
principle operating subsidiary of Niagara Mohawk Holdings, Inc. and
provides electric transmission and distribution services to over 1.5
million customers and natural gas service to over 540,000 customers in New
York State.


PACIFICAMERICA: Chapter 11 Reorganization Converts to Chapter 7 Liquidation
---------------------------------------------------------------------------
The Chapter 11 case filed by PacificAmerica Money Center Inc. on November
19, 1999 was converted to a case under Chapter 7 on August 24, 2000.
Attorney for the debtor is David A. Gill of the firm Danning, Gill, Diamond
& Kollitz, Los Angeles, Ca. A meeting of creditors is set for October 5,
2000.


PAGING NETWORK: U.S. Trustee Again Opposes Liens on Avoidance Actions
---------------------------------------------------------------------
Frank J. Perch, III, Esq., representing Patricia J. Staiano, the United
States Trustee for Region III, is tugging on Judge Gregory M. Sleet's robe
this week, challenging the ability of a chapter 11 debtor-in-possession --
Paging Network, Inc., this time, whose chapter 11 cases pend before the
U.S. Bankruptcy Court in Wilmington, Delaware -- to grant liens and
security interests in any causes of action it owns on account of
preferences, fraudulent conveyances and other avoidance actions as
collateral to secure repayment of amounts borrowed under a post-petition
DIP financing facility.

The U.S. Trustee asserts that it is improper for a bankruptcy court to
permit those avoidance actions, and any recoveries on account of those
avoidance actions, to be encumbered after a company files for bankruptcy.
The U.S. Trustee says that encumbering avoidance actions is overreaching
because those recoveries, if any, "should benefit the estate generally and
assure greater equality of treatment of unsecured creditors."

James L. Patton, Esq., Joel A. Waite, Esq., and Edwin J. Harron, Esq.,
PageNet's lawyers at Young Conaway Stargatt & Taylor, LLP, don't know what
the U.S. Trustee is talking about. Their reading of relevant case law shows
that there is a split of authority about the propriety when liens are
granted on avoidance actions to secure pre-petition debt. Official
Committee of Unsecured Creditors v. Goold Electronics, 1993 WL 408366 (N.D.
Ill. Sept 22, 1993), says no, whereas In re Ellingsen MacLean Oil Co., 98
B.R. 284, 290 (Bankr. W.D. Mich. 1989), says it's okay. Neither of these
cases address encumbering avoidance actions post-petition but certainly not
post-petition borrowings. But these cases deal with securing pre-petition
debt. PageNet wants to pledge its avoidance actions to secure post-petition
borrowings.

And, Messrs. Patton, Waite and Harron add, the question of pledging
avoidance actions to secure post-petition borrowings was just answered a
few days ago in a Delaware court by Judge Farnan in In re Silver Cinemas
International, Inc., et al., Bankruptcy Case No. 00-1978 (D. Del. Aug. 11,
2000) (Doc. 267) (Congress recognized the need for incentives to DIP
Lenders and "postpetition liens may be extended to avoidance actions.")


PENNZOIL-QUAKER: Fitch Cuts Senior Unsecured Debt One Notch to BBB- Rating
--------------------------------------------------------------------------
Fitch downgrades Pennzoil-Quaker State Company's senior unsecured debt to
'BBB-' from 'BBB', and commercial paper to 'F3' from 'F2'. Fitch has also
changed its Credit Outlook from Negative to Stable. Approximately $1.1
billion of debt is affected by this rating action.

The rating downgrades reflect slower than expected improvement in the
company's financial profile and its highly leveraged position. In addition,
significant improvement in credit protection measures is not expected as
Pennzoil-Quaker State's operating environment remains challenging and the
company continues to pursue potential acquisitions.

High commodity prices have placed pressure on Pennzoil-Quaker State's
profitability. While the company has been able to achieve better than
expected savings following its 1998 combination of the Pennzoil Company's
automotive, consumer products and services business with the Quaker State
Corporation, expense reduction and price increases have not offset high raw
material costs in the period. As a result, EBITDA margin declined to 8.1%
for the latest 12 months ended June 30, 2000 from 8.4% in fiscal 1999. In
addition, Pennzoil-Quaker State maintains a highly leveraged position with
total debt at June 30, 2000 totaling $1.2 billion. For the 12 months ended
June 30, 2000, leverage, measured as total debt-to-EBITDA, increased to 4.8
times(x) from 4.4x in fiscal 1999 and EBITDA coverage of interest weakened
to 2.9x from 3.1x over the same period.

While announced asset sales in the company's base oil and specialty
products operations are expected to generate between $150 million and $200
million, a significant portion of these proceeds may to be used to fund
future acquisition activity. Credit protection measures may improve from
current levels as low margin businesses are divested, additional cost
savings are achieved, and a portion of the sale proceeds are applied toward
debt reduction. However, this improvement maybe moderated by continued high
raw material cost and possible acquisition spending.


PERRY GAS: Billing Issues Pushes Houston Gas Firm To File For Chapter 11
------------------------------------------------------------------------
The Gas Daily reports on the Houston gas company that used PowerTrust.com
upfront to market their business and later filed for protection under
Chapter 11.  Perry Gas and its subsidiary, Southeastern States Energy both
went to the bankruptcy court in Houston and filed the petition.  Both Perry
and a subsidiary said that the problems came from improper billing issues
with PowerTrust.

Perry even filed a lawsuit stating "suit for accounting" against the
company that was later dropped after having seen the documents. PowerTrust
President and CEO Rick Rumbarger said, "We support Perry and have offered
to be helpful in any way that we can during this difficult process.
PowerTrust.com will make every effort to assure that our customers
experience no disruption of service or other difficulties as a result of
Perry's reorganization. We stand by the customers we serve."

President and CEO Beth Perry Sewell re-started Perry Gas in the 1990s with
credit cards, occupying a small office space and launching her firm into
the world of wholesale gas marketing. Southeastern and Perry serve some
10,000 customers in Georgia, including residential, commercial and
industrial accounts.


PHAR MOR: Avatex (FoxMeyer's Parent) Discloses 40.9% Equity Stake
-----------------------------------------------------------------
Avatex Corporation beneficially owns 5,048,435 shares of the common stock
of Phar Mor Inc., which consists of (i) 1,132,500 shares of common stock
owned by Avatex, (ii) 91,902 shares underlying warrants to purchase common
stock owned by Avatex, (iii) 3,571,533 shares of common stock owned by
Avatex Funding, Inc., and (iv) 252,500 shares of common stock owned by M&A
Investments, Inc. Based upon 12,240,865 shares of common stock outstanding
as of April 13, 2000, plus 91,902 shares beneficially owned by Avatex
Corporation that would be issued upon the exercise of warrants held by
Avatex, Avatex beneficially owns approximately 40.9% of Phar-Mor's
outstanding common stock, Funding beneficially owns approximately 29.0% of
Phar-Mor's outstanding common stock and M&A beneficially owns approximately
2.05% of Phar-Mor's outstanding common stock.

Avatex has the sole power to vote or to direct the vote of, and to dispose
or to direct the disposition of, 1,132,500 shares of common stock owned
by Avatex and 91,902 shares underlying warrants to purchase common stock
owned by Avatex. Avatex and Funding have shared power to vote or to direct
the vote of, and to dispose or to direct the disposition of, 3,571,533
shares of common stock owned by Funding. Avatex and M&A have shared power
to vote or to direct the vote of, and to dispose or to direct the
disposition of, 252,500 shares of common stock owned by M&A.


PRIME SUCCESSION: Confirmation Hearing Scheduled for September 28
-----------------------------------------------------------------
A hearing to consider confirmation of the plan of Prime Succession, Inc.,
et al. and any objections thereto has been set by the US Bankruptcy Court
for the District of Delaware for 2:00 PM, Wilmington, Delaware on September
28, 2000, before the Honorable Peter J. Walsh.

Objections to the plan must be filed with the Clerk of the Bankruptcy Court
and served upon counsel to the debtor, counsel for the unofficial
committee, Munger, Tolles & Olson LLP, Los Angeles CA, counsel for the
prepetition and proposed postpetition lenders, Skadden, Arps, Slate,
Meagher & Flom, Chicago, IL and Mayer Brown & Platt, New York and the
Office of the US Trustee, Philadelphia, Pa.

Prime Succession is represented by Pauline K. Morgan and Michael R. Nestor,
Young Conaway Stargatt & Taylor, LLP and Alan W. Kornberg, Jeffrey D.
Saferstein, Dana S. Safran and Nkiruka R. Nwokoye of Paul, Weiss, Rifkind,
Wharton & Garrison.


PRISON REALTY: Board of Directors Declares a $145 Million Dividend
-------------------------------------------------------------------
Prison Realty Trust, Inc. (NYSE: PZN) announced that its board of directors
has declared a dividend of $145.0 million payable on Friday, September 22,
2000 to the Company's common stockholders of record as of Thursday,
September 14, 2000, in connection with the Company's election to be taxed
and qualify as a real estate investment trust, or REIT, with respect to its
1999 taxable year. The dividend will be payable in an aggregate of
approximately 5,928,046 shares of a newly designated series of the
Company's preferred stock.

As a result of the board's declaration, the Company's common stockholders
will be entitled to receive 5 shares of Series B Cumulative Convertible
Preferred Stock (the "Series B Preferred Stock"), having a stated value of
$24.46 per share, for every 100 shares of common stock held by them on the
record date. The 1999 REIT dividend is intended to satisfy the Company's
remaining distribution requirements in connection with its election to be
taxed and qualify as a REIT with respect to its 1999 taxable year.

The Series B Preferred Stock to be issued as the 1999 REIT dividend will
provide for dividends payable in additional shares of Series B Preferred
Stock at a rate of 12% per year for the first three years following the
issuance of the shares and cash dividends at a rate of 12% per year
thereafter, payable for the period from issuance through December 31, 2000
and quarterly thereafter in arrears. Shares of the Series B Preferred Stock
will be callable by the Company, at a price per share equal to the stated
value of $24.46, plus any accrued dividends, at any time after six months
following the later of (i) September 22, 2003 or (ii) the 91st day
following the redemption of the Company's $100.0 million 12% senior notes,
due 2006. Shares of Series B Preferred Stock will be convertible into
shares of the Company's common stock during two separate conversion
periods: (i) from October 2, 2000 to October 13, 2000; and (ii) from
December 7, 2000 to December 20, 2000, at a conversion price based on the
average closing price of Prison Realty's common stock on the New York Stock
Exchange ("NYSE") during the 10 trading days prior to the first day of the
applicable conversion period.

The Company has applied to list the shares of Series B Preferred Stock, and
the shares of the company's common stock into which the Series B Preferred
Stock is convertible, on the NYSE, pending official notice of issuance. The
dividend is necessary in order for the Company to maintain its status as a
REIT for its 1999 taxable year, as required by the Company's existing
charter. Companies electing REIT status are required, under the Internal
Revenue Code, to distribute 95% of their taxable income and to distribute
all earnings and profits inherited from a taxable subchapter C corporation
as dividends.

The Company has proposed a comprehensive restructuring, pursuant to which
the Company will, pending stockholder approval, among other things, amend
its charter to permit it to operate so as to be taxed as a subchapter C
corporation rather than as a REIT for federal income tax purposes,
commencing with its 2000 taxable year. The distribution of the Series B
Preferred Stock will have certain tax consequences for the Company's common
stockholders. The distribution will generally be treated as a dividend to
the extent that it is deemed paid out of the Company's current and
accumulated earnings and profits. Accordingly, the Company's common
stockholders generally will be required to include the fair market value of
the Series B Preferred Stock as ordinary income on their tax returns. To
the extent the fair market value of the Series B Preferred Stock exceeds
the amount of the Company's current and accumulated earnings and profits,
the distribution will be treated as a return of capital, which will reduce
each stockholder's basis in its shares of the Company's common stock (but
not below zero).

Thereafter, the distribution will be treated as capital gain from the sale
or exchange of the Company's common stock, assuming the stock is held as a
capital asset at the time of the distribution. Future dividends on the
Series B Preferred Stock, whether in stock or cash, will generally be
treated as dividends to the extent of the Company's current and accumulated
earnings and profits as well. About the Companies Prison Realty's business
is the development and ownership of correctional and detention facilities.
Headquartered in Nashville, Tennessee, Prison Realty provides financing,
design, construction and renovation of new and existing jails and prisons
that it leases to both private and governmental managers.

Prison Realty currently owns or is in the process of developing 50
correctional and detention facilities in 17 states, the District of
Columbia, and the United Kingdom. The companies operating under the
"Corrections Corporation of America" name provide detention and corrections
services to governmental agencies. The companies are the industry leader in
private sector corrections with approximately 70,000 beds in 77 facilities
under contract or under development in the United States, Puerto Rico,
Australia, and the United Kingdom. The companies' full range of services
includes design, construction, renovation and management of new or existing
jails and prisons, as well as long distance inmate transportation services.

Prison Realty has previously announced a proposed restructuring, pursuant
to which, among other things, Prison Realty will merge with CCA and elect
to be taxed as a subchapter C corporation commencing with its 2000 taxable
year. Prison Realty is seeking stockholder approval of the restructuring at
a Special Meeting scheduled for September 12, 2000. Pending stockholder
approval, the companies intend to complete the restructuring on or before
September 15, 2000. Prison Realty has filed definitive proxy materials with
respect to the restructuring with the U.S. Securities and Exchange
Commission and has commenced delivery of such materials to its
stockholders. Stockholders are urged to read these materials carefully as
they include important information with respect to the companies and the
proposed restructuring.


SA TELECOMMUNICATIONS: Trustee Applies To Retain Counsel and Accountants
------------------------------------------------------------------------
Montague S. Claybrook, Chapter 7 trustee of the estate of SA
Telecommunications, Inc. seeks approval of retention of the law firm of
Klehr, Harrison , Harvey , Branzburg & Ellers LLP as counsel to the trustee
to:

    a) Take all necessary action to protect and preserve the estates of the
debtors, including the prosecution of actions on their behalf, the defense
of any actions commenced against the debtors, the negotiation of disputes
in which the debtors are involved and the preparation of objections to
claims filed against the estates;

    b) To marshal and effect an orderly liquidation of the assets of the
debtors' estates under Chapter 7 of the Bankruptcy Code;

    c) To prepare on behalf of the debtors' estates, all necessary motions,
applications, answers, orders, reports, and papers in connection with their
administration and liquidation; and

    d) To perform all other necessary legal services in connection with
these chapter 7 cases.

Those members of the firm designated to represent the trustee will bill at
their normal hourly rates, which range from $140 per hour to $265.

The Trustee also applies for an order approving retention of Parente
Randolph LLC as accountants/consultants to the Trustee. Specific services
to be rendered by Parente include, among others, preparing a liquidation
analysis, analyzing h e debtors' books and records, reviewing potential
avoidance actions and determining the assets and liabilities of the
debtors' estates.

The Trustee's employment of Parente, for the purposes described herein, is
necessary to the Trustee's ability to oversee the marshaling and
liquidation of the assets of the debtors' estates and otherwise fulfill its
obligations under the Bankruptcy Code. The firm will bill at its normal
hourly rates which range from $60-85 for paraprofessionals to $200-325 for
principals.


SAFETY-KLEEN: Creditors' Committee Retains Milbank Tweed As Lead Counsel
------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Safety-Kleen Corporation
and its affiliated debtors and debtors-in-possession seeks authority from
Judge Walsh to retain Milbank, Tweed, Hadley & McCloy LLP, nunc pro tunc
to June 23, 2000, as its lead counsel in the Debtors' chapter 11 cases.
Specifically, Milbank will:

    (a) advise the Committee with respect to its rights, powers, and duties
        in these cases;

    (b) assist and advise the Committee in its consultations with Safety-
         Kleen relative to the administration of these cases;

    (c) assist the Committee in analyzing the claims of Safety-Kleen's
         creditors and in negotiating with such creditors;

    (d) assist with the Committee's investigation of the acts, conduct,
         assets, liabilities, and financial condition of Safety-Kleen and of
         the operation of Safety-Kleen's businesses;
  
    (e) assist the Committee in its analysis of, and negotiations with,
         Safety-Kleen or any third party concerning matters related to,
         among other things, the terms of a plan or plans of reorganization
         for Safety-Kleen;

    (f) assist and advise the Committee with respect to its communications
         with the general creditor body regarding significant mhtters in
         these cases;

    (g) represent the Committee at all hearings and other proceedings;

    (h) review and analyze all applications, orders, statements of
         operations, and schedules filed with the Court and advise the
         Committee as to their propriety;

    (i) assist the Committee in preparing pleadings and applications as may
         be necessary in furtherance of the Committee's interests and
         objectives; and

    (j) perform such other legal services as may be required and are deemed
         to be in the interests of the Committee in accordance with the
         Committee's powers and duties as set forth in the Bankruptcy Code.

Milbank will bill for its services at its standard hourly rates, which are
based on the professionals' level of experience. Those hourly rates range
from:

         -- $410 to $625 for partners,
         -- $350 to $505 for of counsel,
         -- $155 to $395 for associates, and
         -- $105 to $220 for legal assistants.

Luc A. Despins, Esq., a Milbank partner and co-chair of Milbank's
Financial Restructuring Group, will lead the engagement from Milbank's New
York office.  (Safety-Kleen Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SUPERIOR PACIFIC:  Case Summary
-------------------------------
Debtor:  Superior Pacific Investment Ltd. Ptnshp
           740 Mays Blvd.
           Incline Village, NV 89450

Chapter 11 Petition Date:  September 5, 2000

Court:  District of Nevada

Bankruptcy Case No:  00-32536

Judge:  Gregg W. Zive

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

Total Assets:  $1 Million Above
Total Debts :  $1 Million Above


TRIPLE CROWN: ANG Agrees to Equity for Debt Swap in CableServ Amalgamation
--------------------------------------------------------------------------
Triple Crown Electronics and CableServ Electronics will join together to
form an engineering and manufacturing company serving the North American
cable telecom industry with various products and services in an
amalgamation transaction which has been approved unanimously by all
shareholders voting at the general and special meeting of shareholders of
Triple Crown on Aug. 29, 2000. Upon amalgamation, which is expected to be
no later than Aug. 31, 2000, Triple Crown and CableServ Electronics will
continue as one corporation under the name CableServ Inc.

In addition, Triple Crown shareholders approved amendments to the
restructuring plan approved at the Sept. 10, 1999, special meeting of
shareholders. Under the amended restructuring plan, Alexander Nix Group
Inc., a secured creditor of Triple Crown owed $229,162 and debenture
holders of Triple Crown, owed the principal amount of $1.5-million have
agreed to exchange their debt for shares of Triple Crown. Certain members
of the board of directors of the company are to be issued shares for
services provided to Triple Crown. Upon implementation of the amended
restructuring plan and prior to amalgamation, current shareholders of
Triple Crown will own 4,979,000 common shares or 35 per cent, debenture
holders will own 4,979,000 common shares or 35 per cent, Alexander Nix
Group Inc. will own 2,276,114 common shares or 16 per cent, and directors
of Triple Crown will hold (in addition to shares currently held) 1,991,599
common shares or 14 per cent.

Triple Crown shareholders will receive 0.029598 of a CableServ Inc. common
share for each Triple Crown share. CableServ Electronics shareholders will
receive one CableServ Inc. common share for each CableServ Electronics
common share. Upon amalgamation CableServ Electronics shareholders will own
eight million common shares or 95 per cent, and Triple Crown shareholders
will own 421,052 common shares or 5 per cent of CableServ Inc.

On amalgamation, the assets and liabilities of each of Triple Crown and
CableServ Electronics will become the assets and liabilities of CableServ
Inc. The secured debt owing by Triple Crown to Highland Park Financial Inc.
in the approximate amount of $1.78-million is to be repaid in full, less a
discount of $200,000. HSBC Bank Canada is providing credit facilities to
CableServ Inc. for the repayment of the Highland Park debt.

Anthony J. Sandaluk, president of CableServ, will become chairman and
president of the combined company. James P. Evans, chairman of Triple
Crown, William R. C. Blundell and W. Darcy McKeough, directors of Triple
Crown, will continue to sit on the board of directors of CableServ Inc.
Joining the board will be Peter Jackson, C.A., and Bruce J. Forth. Mr.
Jackson will also assume the role of chief financial officer.

Triple Crown reported revenues for the fiscal year ending April 30, 2000,
of $4,137,000 and losses from operations of $84,000. As a result of debt
forgiveness of $1,677,000 resulting from the acceptance of a proposal to
creditors under the Bankruptcy and Insolvency Act on June 30, 1999, Triple
Crown reported a net profit of $1,593,000. For the two-month period ended
June 30, 2000, Triple Crown reported sales of $406,000 and losses from
operations of $56,000.

CableServ Electronics, a privately held company, reported revenues for the
fiscal year ended March 31, 2000, of $12,612,825 and net profits of
$465,298. For the three-month period ended June 30, 2000, CableServ
reported sales of $2,101,359 and net profits of $70,612.

The listing of Triple Crown on the Toronto Stock Exchange was suspended on
May 12, 1999, for failure of the company to meet the continued listing
requirements of the exchange pertaining to financial condition and results
of operations pertaining to the low trading price and the low market value
of the publicly held common shares. The company was delisted on May 12,
2000. Any transfers of shares since the date of suspension have been
reported on the Canadian Dealer Network under the trading symbol TPEC.

CableServ Inc. shares received by Triple Crown and CableServ Electronics
shareholders, except for officers and insiders and other persons who may be
subject to escrow or trading restrictions or hold periods imposed by
securities legislation pursuant to the amalgamation will be freely
transferable through the authorized transfer agent of the corporation, CIBC
Mellon Trust. In addition, any holders of Triple Crown shares or CableServ
Electronics or CableServ Inc. shares who acquired such shares pursuant to
an exemption contained in applicable securities legislation may be subject
to any hold periods imposed by such securities legislation.

Products, distribution and business mix of two companies complementary

The two companies are a good match. CableServ and Triple Crown's product
lines, sales distribution and business mix are complementary. Both
companies have different technological expertise that can be applied to
their products.

Triple Crown produces a wide variety of quality cable television
distribution products for the cable industry including the Titan and LA
series trunk and hybrid amplifiers, optical and laser transmitters and
receivers, and head-end modulators, processors, transmitters and
demodulators.

CableServ, established in 1986, manufactures and supports RF amplifiers,
CableServ's Celtron line of products, encompassing CableServ engineered and
manufactured RF amplifier accessories, return amplifiers and modules for
General Instrument, Philips, C-COR and Scientific Atlanta amplifiers.
CableServ also designs and manufactures its own line of RF amplifiers for
cable telecom headends. CableServ's head-end signal management line of
products includes rack mounted signal combiners along with a line of rack
mounted head-end amplifiers.

"We are creating a new company with an extraordinary range of products and
services that will meet the needs of customers around the world. Through
our combined resources and strengths, we will have the capabilities to meet
the technological changes and emerging market opportunities that are
developing throughout our industry today," Mr. Sandaluk said.


UNITED ARTISTS: Announces Filing of "Prearranged" Chapter 11 Plan
-----------------------------------------------------------------
United Artists Theatre Company announced that it has filed a "prearranged"
Plan of Reorganization under Chapter 11 of the United States Bankruptcy
Code. As set forth in its Disclosure Statement and Plan of Reorganization,
the Company has received the support of all of its Senior Secured Lenders
and Subordinated Lenders representing more than two-thirds in dollar amount
of the outstanding bonds. The Plan of Reorganization provides for the
conversion of approximately $715 million of its existing pre-petition debt
into $252 million of new senior secured debt and various classes of equity
interests representing substantially all of the ownership in the Company.

In addition, as part of the Plan of Reorganization, 70 leases associated
with unprofitable theatres that have been closed over the last several
months are being rejected.

As a result of this recapitalization, upon confirmation of the Company's
Plan of Reorganization, The Anschutz Corporation (TAC), the Company's
largest holder of pre-petition Senior Secured debt, will become the
Company's new controlling shareholder with approximately 55% of the
Company's fully diluted common stock. TAC, a Denver-based investment
Company owned by Philip Anschutz, will also be providing a $25 million
Debtor in Possession ("DIP") revolving credit facility to fund the
Company's working capital needs during the proceedings.

Commenting on the filing, the Company's President and CEO Kurt C. Hall
said: "While our efforts to reduce and focus capital spending exclusively
in our key markets, manage our business in a more efficient and prudent
manner, and dispose of underperforming theatres has resulted in
improvements in our operating margins, these improvements have not been
sufficient to mitigate the impact of the unprecedented level of investment
and predatory over-screening that has occurred in our industry over the
past three years.

During that time, the top five exhibitors alone have invested over $3.5
billion, most of it in new stadium-seating megaplex construction. The
resulting increase in industry screens of over 26% since 1996 has outpaced
admissions revenue growth during that period. While the underlying industry
fundamentals have remained strong for a mature business, this healthy
industry growth has not justified the higher costs of construction and the
over-expansion. The result has been lower industry attendance per screen
and seat and tightening liquidity for our Company and virtually all other
major theatre operators."

Mr. Hall continued: "Our Plan of Reorganization, if confirmed by the
Courts, will significantly reduce the Company's leverage and improve the
quality of our overall asset base. With this stronger balance sheet, the
Company will be well positioned for the industry recovery as seat and
screen capacity comes into balance with industry customer demand. Upon
confirmation, the Company's total indebtedness will be reduced from
approximately $720 million to $260 million, and related annual interest
expense will be lowered from over $75 million to approximately $27 million.
These annual interest savings, when combined with the positive effects of
eliminating nearly all of our unprofitable theatres (343 screens since
December 30, 1999), will allow the Company to internally fund the
reinvestment into its existing key locations and rebuild the market share
and cash flow that was lost over the last few years."

Mr. Hall continued: "As demonstrated by the `prearranged' nature of our
filing and `first-day' motions, we have worked very hard over the last
several months to ensure that we completed this restructuring in a way that
preserves and enhances our key business partnerships and relationships. It
was important that the studios, other business partners and trade creditors
that are a critical part of our future success were made aware of our plans
and are being treated appropriately in our `first-day' motions and Plan of
Reorganization. I am very grateful to all of our business partners and our
lenders who have supported us over the last somewhat difficult several
months. Without their help and support, an orderly and successful
recapitalization would not be possible."

Mr. Hall continued: "While a Chapter 11 Reorganization is never an easy
process, I am confident, that the `prearranged' nature of our filing
combined with the help and support of our lenders, including the Anschutz
Group, will mean that the process of reorganizing the Company will have
little effect on our ongoing operations. I am excited about the prospect of
working with the Anschutz team as we complete the restructuring and rebuild
and defend the Company's key market positions. Given the Anschutz Group's
long-term investment focus and track record in the restructuring and
investment arenas, we could not have a better equity sponsor and partner."

Mr. Hall concluded: "I am proud of the way our Company has managed its way
through the last several months and very grateful for the hard work and
dedication of our executives and other employees during this extremely
difficult time. As a result of their hard work, we now have an opportunity,
with the help and support of the new company's ownership group, to start
fresh and re-establish United Artists as one of the most profitable theatre
circuits in the industry."

United Artists Theatre Company ("UATC"), a privately held Company, has
issued publicly traded subordinated bonds. United Artists Theatre Circuit,
Inc., the principal operating subsidiary of UATC, leases certain properties
from a third party that has issued publicly traded pass-through
certificates. At August 25, 2000, UATC operated 225 theatres with 1675
screens.

The Anschutz Corporation ("TAC") is a Denver-based Company owned by Philip
Anschutz.  TAC has made significant investments in the Telecommunications,
Oil and Gas, Real Estate and Entertainment (including sports franchises)
sectors. Companies/assets in which TAC currently holds a significant
interest include: Forest Oil and ForceEnergy, Qwest Communications, the
Staples Center Arena in Los Angeles and the Los Angeles Lakers and Kings.


WESTSTAR CINEMAS: Seeks Extension of Solicitation Period to Oct. 24
-------------------------------------------------------------------
Moving forward toward confirmation of its chapter 11 plan, and having
jumped through the disclosure statement approval hoop last week, Weststar
Cinemas, Inc., sought and obtained and extension of its exclusive
solicitation period for 40 days, through and including October 24, 2000,
the date set for a Confirmation Hearing.   The additional time is
necessary, according to the debtors, since without the extension the debtor
would have had two weeks to solicit acceptance of the plan.


WORLDPORT COMMUNICATIONS: Heico Loads-Up on Shares, Taking 49.4% Stake
----------------------------------------------------------------------
The Heico Companies, LLC, and Mr. Michael E. Heisley, Sr., beneficially
own, with sole voting and dispositive powers, 28,058,032 shares of the
common stock of WorldPort Communications, Inc. This amount represents 49.4%
of the outstanding common stock of the company and requires assuming the
exercise and/or conversion of all options, warrants, and preferred stock
that are exercisable, issuable, or convertible in the next 60 days.

On August 24, 2000, The Heico Companies, L.L.C. acquired (i) 922,361 shares
of Series B Preferred Stock of WorldPort Communications, Inc., (ii)
1,636,743 shares of common stock of WorldPort, and (iii) 316,921 shares of
Series D Preferred Stock of WorldPort.  The $19,223,211.25 purchase price
was obtained by Heico under its existing credit facilities, which are
provided by a group of banks for which Bank of America serves as agent.

                               *********

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

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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.

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