TCR_Public/000912.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, September 12, 2000, Vol. 4, No. 178


ACME METALS: Renco Steel Subsidiary, WCI Steel, Formalizes Interest
AHERF: Judge McCullough to Consider Plan Confirmation on November 1
ALY-WEAR, INC: Sovereign Bank Cuts-Off Financing in Wake of Chapter 11
AMERICAN SOUTHWEST: Fitch Lowers Ratings on Mortgage Certificates
AMERISERVE: May Unveil a Plan of Reorganization Tomorrow

BANCTEC, INC.: Moody's Lowers Senior Debt Ratings & Says Outlook Negative
BOSTON CHICKEN: Trustee Needs More Time to Object to Administrative Claims
BVL HOLDINGS:  Case Summary and 21 Largest Unsecured Creditors
CHILDREN'S BEVERAGE: Says it will Contest Involuntary Petition
CIRCUIT SYSTEMS: Circuit Board Maker To Restructure Under Chapter 11

CLARK MATERIAL: Seeks to Extend Lease Decision Period to January 12
CORAM HEALTHCARE: Court Receives Pitch for Appointment of Equity Committee
DRKOOP.COM: Gets 1.9 Million Shares Of Common Stock
EINSTEIN/NOAH: New World Owns $20 Million of Debtors' 7.25% Debentures
GENESIS/MULTICARE: Applies to Employ DLJ As Investment Bankers

GENEVA STEEL: Confirmation Hearing Scheduled for October 13
GORGES QUICK: Losses Continue to Plague Meat Distributor
GRUMA S.A.: Moody's Ratchets Debt Ratings Downward Another Notch
HARNISCHFEGER INDUSTRIES: Kelek & Arkadi's Applications For Payment Claims
HEAFNER TIRE: Moody's Lowers Debt Ratings & Begins Review For Downgrade

LASERCRAFT INC: Seeks Bankruptcy Court Approval for $3.5 Million Asset Sale
LEVITZ FURNITURE: Mixed Financial Results for Period Ending June 30, 2000
LOEWEN GROUP: Debtors' Move to Reject 56 Consulting Agreements
M GROUP: Requests that Exclusive Period be Extended to December 29
MASTER GRAPHICS: Asks for Extension of 365(d)(4) Period to January 31

MERISEL, INC.: Reports Second Quarter Financial Results
MICHAEL PETROLEUM: Full-Text Copies of Plan & Confirmation Order Available
MLWR CORP: Case Summary
NORTHEAST MOBILE: TMEG Offers 32% For Claim Against B.J.'s
NORTHLAND CRANBERRIES: CEO Swendrowski Refutes Cliffstar's Allegations

OPTEL INC: Selling Austin & San Antonio Assets to USOL for $2,275,800
PAGENET: With Disclosure Statement Approved, Looks for Confirmation Oct. 26
PRIME RETAIL: Loan Negotiations with Lehman Continue at Quickest Pace
SAFETY-KLEEN: Court Ratifies Elgin Employees' Retention & Severance Program
SHOP AT HOME: Liquidity Concerns Prompt Moody's to Downgrade Ratings

STROUDS, INC.: Court Approves First-Day Orders in Chapter 11 Case
SUN HEALTHCARE: Debtors' Second Motion To Extend Rule 9027 Removal Period
T.E. BERTAGNOLLI:  Case Summary and 5 Largest Unsecured Creditors
TITAN MOTORCYCLE: Nasdaq Delists Phoenix Motorcycle Maker's Shares
TREND-LINES: Committee Suspects Headquarters Lease Value Tops $3.5 Million

UNITED COMPANIES: Fitch Downgrades Ratings on 11 Classes of Securities
VENCOR: Ventas' Directors Vote to Pay Cash Dividend of $0.62 Per Share
VISTA GOLD: Ronald "Jock" McGregor Appointed as  New President and CEO
WESTERN GROWERS: A.M. Best Lowers Insurers' Financial Strength Rating To D


ACME METALS: Renco Steel Subsidiary, WCI Steel, Formalizes Interest
Acme Metals Incorporated filed a motion in U.S. Bankruptcy Court, Delaware
District, seeking approval of expense reimbursement and bidding procedures
including provisions for a break-up fee and minimum overbid in certain
circumstances relating to a potential sale of certain assets of its wholly-
owned subsidiary, Acme Steel Co., to WCI Steel, Inc., a wholly-owned
subsidiary of Renco Steel Holdings, Inc. Acme Metals Incorporated filed for
bankruptcy court protection on Sept. 28, 1998.

The motion seeks approval for the reimbursement of expenses related to the
completion of due diligence by WCI.  This will permit WCI to continue with
its due diligence related to the evaluation of environmental, operational
and information systems as well as other matters.

Included with the motion is a non-binding term sheet, which includes the
significant terms of a potential purchase agreement by WCI. Acme and WCI
intend to negotiate toward a definitive purchase agreement subject to the
completion of due diligence.

WCI Steel is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steels at its Warren, Ohio facility. WCI
products are used by steel service centers, convertors, electrical
equipment manufacturers and the automotive and construction markets.
Acme Steel is an integrated steelmaker producing hot-rolled sheet and strip
steel to customers in the tube, agricultural equipment, industrial
equipment, industrial fastener, processor, service center and tool
manufacturing industries. Acme's facilities are located in Chicago and
Riverdale, Ill.

AHERF: Judge McCullough to Consider Plan Confirmation on November 1
On August 15, 2000, the US Bankruptcy Court for the Western District of
Pennsylvania entered an order approving the Chapter 11 Trustee's Amended
Disclosure Statement as containing "adequate information" pursuant to the
Bankruptcy Code with respect to the amended consolidated liquidating plan
of reorganization for Allegheny Health, Education and Research Foundation.

The debtors' estates will be substantively consolidated pursuant to the

A hearing to consider confirmation of the plan shall be held before the
Honorable M. Bruce McCullough, on November 1, 2000 at 10:00 AM.
Co-counsel to the Chapter 11 Trustee are the firms of Proskauer Rose LLP
and Sable, Pusateri, Rosen, Gordon & Adams LLC.

ALY-WEAR, INC: Sovereign Bank Cuts-Off Financing in Wake of Chapter 11
Aly-Wear, Inc., Lancaster Newspapers reports, filed for protection under
Chapter 11 on August 22.  Rather than finding a cheaper off-shore sewing
plant, the clothing firm persisted on manufacturing its clothes in the U.S.   
Aside from the undetermined losses and the diminishing manpower of 190 to
45 workers, Sovereign Bank, its main lender has stopped funding the
company.  The Company was founded in 1993 by Alyssa Titus and her husband,
Andy Buehler.  

AMERICAN SOUTHWEST: Fitch Lowers Ratings on Mortgage Certificates
Fitch downgrades American Southwest Financial Securities Corp., commercial
mortgage pass-through certificates, Series 1993-2's $6.4 million Class B-3
to 'CCC' from 'B-'.

In addition, the following classes are also affirmed:

    a) the $53.4 million Class A-1 at 'AA',
    b) the $7.7 million Class A-2 at 'A',

    c) the $6.4 million Class B-1 at 'BBB' and

    d) the $6.4 million Class B-2 at 'BB'.

Fitch does not rate the Class C certificates. The rating affirmations
follow Fitch's annual review of this transaction, which closed in December

The certificates are currently collateralized by 17 multifamily and
commercial loans. By outstanding balance, the pool consists of retail
(45%), office (26%), industrial (12%), mobile home park (12%) and
multifamily (2%) properties. The properties are located in seven states,
with concentrations in California (55%), Nevada (13%), Arizona (6%) and
Kansas (3%).

As of the July 2000 distribution date, the transaction's aggregate
principal balance has decreased 32% to $88 million from $128.7 million at
issuance. Currently, there is one loan, representing 8.4% of the
outstanding pool balance, with the special servicer. This property, which
is REO, continues to show a decline in net operating income, which is
attributed to loss of tenants to competing centers. The property is being
repositioned and marketed for sale. All of the remaining loans are current.
The master servicer, GMAC Commercial Mortgage Corp., collected operating
statements for 94% of the loans remaining in the pool for year-end 1999.
The year-end 1999 weighted-average debt service coverage ratio (DSCR) for
the loans that reported financials is a 1.44 times (x), compared to a 1.31x
at issuance. Three loans, comprising 12.6% of the pool's outstanding
collateral balance, have a DSCR below 1.0x for year-end 1999.

A stress scenario was run in which the one REO loan with the special
servicer, representing 8.4% of the pool, was assumed to default at various
loss rates. Under this analysis, the credit enhancement provided to the
Class B-3 would not be sufficient to maintain its current rating.

AMERISERVE: May Unveil a Plan of Reorganization Tomorrow
In the AmeriServe (Addison, TX) Chapter 11 Case, the Company informed the
US Bankruptcy Court in Wilmington, DE that it intends to "dual track" its
case.  Tomorrow, Ameriserve's lawyers, F&D Reports' Scrambled Eggs
publication reports, will present a scheduling motion to the Court, queuing
up the proposed sale to Wal-Mart's McLane division, either as a sale
pursuant to Section 363 of the US Bankruptcy Code (which allows the sale of
all or substantially all of a debtor's assets), or pursuant to a Plan of
Reorganization. F&D speculates that the Scheduling Order may include a
requst to fix a date for a hearing on a disclosure statement.

In connection with reclamation matters, the Company reported that it had
reconciled and agreed to Reclamation Claims totaling $63 million of the
$196.5 million in filed Reclamation Claims, and was contesting $101 million
of Reclamation Claims. The difference consists of reductions based on
reconciled claims and reclamation matters adjourned without formal
objection. The next Status Conference on the matter will be held on
September 29. All of the PACA Claims regarding the "french fry" issue and
whether they are valid have now been transferred to the Hon. Sue Robinson,
US District Judge, who will decide the issue.

In other news, the deadline for the Company to assume or reject executory
contracts was extended until November 30, 2000.

BANCTEC, INC.: Moody's Lowers Senior Debt Ratings & Says Outlook Negative
Moody's Investors Service lowered the ratings to B3 from B1 on BancTec
Inc.'s $150 million 7-1/2% senior notes, due 2008 and to B1 from Ba2 on the
company's $95 million guaranteed senior secured credit facility comprised
of $45 million remaining of the tranche A term loan, and a $50 million
five-year revolving credit facility. BancTec, Inc., a privately held
corporation, is a provider of systems integration and transaction
management processing solutions. BancTec's senior unsecured issuer rating
was lowered to B3 from B1, and senior implied rating was lowered to B2 from
Ba3. The ratings outlook is negative.

Moody's rating actions reflect BancTec's continuing and intensifying
operating losses over the last 12-months (LTM) ended June 30, 2000,
negligible revenue growth, and concerns over the company's liquidity. Since
March 31, 2000, BancTec has been granted waivers of the financial covenants
under its amended credit facility. The current waiver will expire on
September 15, 2000. The ratings also reflect significant business
uncertainties and operational risks associated with the company's ongoing
restructuring, which commenced in October, 1998, and the turnover of its
management team, most members of which have departed the company since its
July 1999 acquisition.

BancTec's revenues have declined from a contraction in the company's
warranty services business, losses from delayed contract implementations,
and a drop in demand for its larger software systems. The diminution was
somewhat offset by revenue increases in its CNS segment attributable to a
contract with Galileo International and large system sales in Japan. At the
same time, there were no corresponding declines in fixed costs. The
company's financial performance has declined steadily to an operating
margin of negative 11.3% for the LTM ended FY2000Q2, from a profitable 3.1%
operating margin, including charges, for FY1998. Adding back depreciation
and amortization, LTM EBITDA remained a negative $16.5 million, leaving no
funds available to cover interest.

BancTec's balance sheet became highly leveraged as a result of its July,
1999 $534 million buy-out by Welsh, Carson, Anderson and Stowe (WCAS),
which holds a 93.5% interest in the company, and Convergent Equity
Partners, which holds the remaining ownership share. By FY2000Q2, the
company's balance sheet reported $402 million of debt, and $432 million of
tangible assets, including unrestricted cash on hand of $32 million. Total
debt, adjusted for the capitalization of operating lease rental payments,
comprised fully 113% of total book capitalization. Negative stockholders'
equity of $53 million included negative retained earnings of $184.2

BancTec's availability under its amended revolving credit facility has been
reduced from $50 million to $42 million. The credit facility was fully
drawn on August 8, 2000. BancTec's secured credit agreement was amended in
January, 2000 to relax its consolidated leverage, consolidated interest
coverage, and fixed charges coverage ratio requirements. Nevertheless,
BancTec's negative operating income necessitated further waivers of the
relaxed covenants. Among other assets, credit facility lenders are secured
by the company's $140.7 million of accounts receivable and its $60.6
million of inventory, which combined provide asset coverage well in excess
of the amount outstanding under the facility. BancTec prepaid $30 million
of the original $75 million term loan A with proceeds from the sale of its
community banking business in September, 1999.

WCAS has accepted deferred payment of quarterly interest on its $160
million 10% unsecured subordinated sponsor notes, unrated, in exchange for
a new $5.2 million note, including the $4 million deferred interest payment
and $1.2 million of PIK interest.

BancTec has recorded more than $39.7 million in charges related to its
FY1998Q4 reorganization into two operating segments, Worldwide Financial
Systems (WFS), with a domestic and an international division, and Computer
and Network Services (CNS). During FY2000Q2, the company took a $2.2
million charge to realign its cost structure, including adoption of
functional teams to support each product line. This new operational team
structure led to a reduction of 200 employees in May, 2000. BancTec's July,
1999 acquisition agreement with WCAS and Convergent triggered the
establishment of a $5.5 million trust fund to provide management with
separation agreement payouts commencing one to three years after the merger
date, pursuant to related employment contracts. Most members of prior
senior management have already separated from the company and some have
received trust fund payouts.

Moody's ratings also recognize the company's ongoing strengths. BancTec is
a worldwide provider of information technology and services for automating
paper and data intensive processes. New product introductions are scheduled
for FY2000H2, and the company has experienced increasing demand for its
systems products in Japan. Its customer base is well diversified, with no
single customer representing more than 10% of its FY1999 revenues. The
company is expected to realize market share gains in break-fix services due
to a major competitor's exit from the business. Cost savings and
consolidation of operations from the ongoing restructuring are expected to
improve margins. BancTec has maintained its product development expenses,
enabling it to continue offering its customers enhanced products and
services, such as PayCourier payment processing solutions; the ImageFIRST
suite of products that offer EMS (exception management solution); high-
speed document archival with OpenArchive; and the Plexus portfolio of
solutions that offer multi-tiered workflow and imaging technology for high-
volume, complex, and distributed environments. BancTec also introduced X-
Series single step reject/repair system; TRACEStar, a high-speed document
processor; and ProcessFIRST, a team of process design consultant services.
Additionally, BancTec may continue to derive equity support from its
affiliation with WCAS and Convergent.

Moody's negative outlook reflects concerns over BancTec's continuing
operating underperformance combined with its high debt burden; and the
likelihood of continuing asset sales to reduce debt. Further, BancTec will
adopt SAB (Staff Accounting Bulletin) 101 in FY2000Q4, which applies
additional criteria for revenue recognition, and will result in the
deferral of certain of BancTec's revenues. Company management believes the
impact of the cumulative effect adjustment for the change in accounting
principle will be material.

BancTec, Inc., based in Irving, Texas, is a diversified information
technology systems integration and services company, specializing in
imaging technology innovation, financial transaction processing, and
workflow productivity improvements.

BOSTON CHICKEN: Trustee Needs More Time to Object to Administrative Claims
"The magnitude of the administrative details and the large number of
priority claims primarily including prepetition and postpetition tax claims
of hundreds of taxing entities, has made it impossible," Gerald K. Smith,
Esq., of Lewis & Roca LLP in Phoenix, tells Judge Case one more time. Mr.
Smith, as previously reported in the Troubled Company Reporter, serves as
the Plan Trustee appointed under Boston Chicken, Inc.'s Third Amended Plan
of Reorganization confirmed on May 15, 2000. Mr. Smith's latest request to
extend the deadline by which he must object to claims comes before Judge
Case in the context of asking that the extension he previously request
concerning secured and priority claims be expanded to include all
administrative claims. "There are over 350 administrative claims filed,"
Mr. Smith says, including claims filed by Boston Chicken landlords.

Mr. Smith suggests that he can settle or object to all secured, priority
and administrative claims by October 31, 2000, and, accordingly, requests
that the deadline be extended to that date.

BVL HOLDINGS:  Case Summary and 21 Largest Unsecured Creditors
Debtor:  BVL Holdings, Inc.
          1630 Phoenix Boulevard
          Atlanta, GA 30349

Affiliates:  Burnham Service Corp.
              Burnham Service Co.
              Bullet Pallet Systems, Inc.

Chapter 11 Petition Date:  August 29, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03467

Judge:  Mary F. Walrath

Debtor's Council:  Robert J. Dehney, Esq.
                    Gregory W. Werkheiser, Esq.
                    Morris, Nichols, Arsht & Tunnell
                    1201 North Market Street
                    P.O. Box 1347
                    Wilmington, Delaware 19899-1347
                    (302) 658-9200

Total Assets:  $ 50 Million Above
Total Debts :  $ 100 Million Above

21 Largest Unsecured Creditors:

Penske Truck Leasing co.
2295 Parklake Drive, Suite 500
Atlanta, GA 30345-2815
Robert Powell
(770) 621-2113
(770) 621-9173                       Trade             $ 589,128

4074 Ancient Amber Way
Norcross, GA 30092
Betty Pickett
(770) 409-8504
(800) 252-1949                        Trade            $ 511,663

P.O. Box 91683
Chicago, IL 60693
Barbara Doug
(770) 512 8987
(770) 512-8998                        Trade            $ 449,436

PricewaterhouseCoopers LLP
26th Floor
1177 Avenue of the America
New York, NY 10036
Don Epelbaum
(212) 596-5149
(212) 596-8876                        Services         $ 307,345

Liberty Mutual
P.O. Box 931684
Atlanta, GA 31193
Tiffany M. Howarth
(800) 320-7582 Ext. 31799
(603) 749-7510                        Trade            $ 281,413

CMAC, Inc.
5490 Fulton Ind. Blvd., SW
Atlanta, GA 30328
Thomas F. McAllister
(404) 346-3433
(404) 346-3336                        Services and
                                        Trade Debt      $ 271,833

Manhattan Associates, Inc.            Trade            $ 151,490

Travelers Property Casualty           Services         $ 130,351

Marsh, Inc.                           Services         $ 115,047

Consultlink                           Trade             $ 91,010

Viking Networks Inc.                                    $ 71,553

Bureau of Worker's Compensation                         $ 66,184

Jones, Day, Reavis & Pogue            Legal             $ 61,649

(I)structure LLC                      Services          $ 54,728

Interim Personnel                     Services          $ 49,532

Westaff                               Services          $ 42,253

Comdata Network Inc.                  Loan              $ 40,528

Onsite Commercial Staffing            Services          $ 36,880

Link Staffing Service                 Services          $ 35,522

Rivera Finance                                          $ 27,511

Gazada Transportation Inc.            Trade             $ 26,506

CHILDREN'S BEVERAGE: Says it will Contest Involuntary Petition
A petition for involuntary bankruptcy has been filed against The Children's
Beverage Group, Inc.

Jon Darmstadter, President and CEO of The Children's Beverage Group, Inc.
(OTC/BB: TCBG) states: "We believe the claims supporting this bankruptcy
petition are unwarranted and malicious. We will vigorously defend our
position based on the facts to be provided so that we may move forward with
our aggressive business plan which includes the production of the patented
Rip it Sip it no spill pouches in our state of the art facility to be
constructed in Rochester, N.Y.

The Children's Beverage Group, Inc. is a unique beverage company directed
at the billion dollar plus children's beverage market.  The company's
mission and goal has been to create cutting edge products using the latest
in packaging technology. It features a patented no. 5,941,642 09/005,627,
"Self-Contained Fluid Dispensing System" known in the trade as the `rip it
sip it'(TM)system. The company's products have been marketed by national
retailers like Wal*Mart(R)(NYSE: WMT).  The company has been featured on
the nationally broadcast television program "Emerging Public Companies....
the Story Behind the Symbol".

CIRCUIT SYSTEMS: Circuit Board Maker To Restructure Under Chapter 11
Circuit Systems Inc., an Elk Grove Village, Illinois-based manufacturer of
printed circuitboards, announced that it intends on filing Chapter 11 with
a reorganization plan to restructure its finances and focus on its core
operations. The company hopes to receive approval from the U.S. Bankruptcy
Court for a financing package from LaSalle National Bank, which is Circuit
Systems' main lender. In order to focus on its main operations, Circuit
Systems also wants to sell a facility in California and close down a money-
losing site in Tennessee. (New Generation Research, Inc. 08-Sep-00)

CLARK MATERIAL: Seeks to Extend Lease Decision Period to January 12
Clark Material Handling Company, et al. seeks a court order to extend the
time for the debtors to assume or reject nonresidential real property
leases pursuant Section 365(d)(4).

The debtors seek to extend the time to assume or reject leases through and
including January 12, 2001 - the same extension that the debtors are
seeking for the exclusivity period.

The debtors have not yet begun to formulate a plan of reorganization. The
debtors must analyze the nature and extent of the claims against their
estates, continue the implementation of the Transition Strategy, and
explore the possible benefit that a sale of all or some of the debtors'
assets might afford. The debtors consider additional progress absolutely
critical as a predicate to the process of formulating a plan of
reorganization and arriving at a fully informed decision on the Unexpired

CORAM HEALTHCARE: Court Receives Pitch for Appointment of Equity Committee
Shareholders of Coram Healthcare Corporation submit a memorandum in support
of their motion for appointment of Equity Security Holders Committee.  The
Shareholders argue that appointment of an Equity Committee is necessary

      1. The proposed plan of reorganization would wipe out existing equity.  
The shareholders state that the only relief sought in these proceedings is
a restructuring of the balance sheet to extinguish all existing equity
interests of the public shareholders, while transferring substantially all
of that equity to the "Noteholder Group." (Debtor's subordinated unsecured

      2. Coram is far from "hopelessly insolvent." The shareholders claim
that filings with the SEC indicate the likelihood of substantial equity.
Although, the shareholders quote the CEO, who said, "This Company is
dynamite. We are perfectly positioned to do really big, exciting things."

      3. Coram's Board is conflicted and incapable of acting for the

The shareholders state that Dan Crowley, Coram's Chairman and CEO receives
fees as a consultant to Cerebus, one of the three members of the Noteholder
Group. In addition, if the proposed plan is adopted, Crowley will receive a
restructuring bonus on confirmation of $1.8 million and will become
entitled to millions of dollars worth of performance bonus.

Another individual, Stephen A. Feiberg also served on the Board and was a
representative of the Noteholder Group.

Coram has approximately 5,000 shareholders.  Many of those registered
shareholders are "street names" indicating many more individuals holding
shares of stock.

The Shareholders, through their attorneys Saul Ewing, Remick & Saul LLP and
Altheimer & Gray request that the court order the US Trustee to appoint an
equity security holders committee.

DRKOOP.COM: Gets 1.9 Million Shares Of Common Stock
The Atlanta reports on Inc. (Nasdaq: ADAM) equity
stake on the bankrupt internet health site, (Nasdaq: KOOP). obtained 1.9 million shares of common stock in the ailing Austin-
based website Corporate communications VP, Kevin Noland
relates, "We have always felt that was viable. . .," and added
that what only needed was the $20 million cash infusion that it
got from a group of investors.

EINSTEIN/NOAH: New World Owns $20 Million of Debtors' 7.25% Debentures
On August 28, 2000, New World Coffee Manhattan Bagel Inc. communicated by
letter with the Official Unsecured Creditors Committee of Einstein/Noah
Bagel Corp., Debtor in Possession. The company had previously
communicated a proposal to the Committee for the combination of the company
and Einstein. The letter reiterated the proposal with some modifications,
and indicated that the New World Coffee Manhattan Bagel now owned
approximately $20 million of Einstein's 7.25% Convertible Subordinated
debentures and was therefore a significant creditor of Einstein.

GENESIS/MULTICARE: Applies to Employ DLJ As Investment Bankers
The Multicare Companies, Inc., sought and obtained Bankruptcy Court
authority to employ and retain Donaldson, Lufkin & Jenrette Securities
Corporation as Investment Bankers because the Debtors need the services of
a qualified investment banker in order to successfully reorganize their
businesses, and DLJ is both well qualified and familiar with Multicare's
businesses, having been rendering services to the Debtors since March 2000.

The Debtors contemplate that DLI will provide investment banking services
in connection with the restructuring and reorganization of their business
throughout the course of the chapter 11 cases. For example, DLJ will be:

    (1) reviewing, analyzing and evaluating the Debtors' assets, operations,
        organization and operating structure, business plan and any chapter
        11 plan of reorganization;

    (2) advising the Debtors on the market value of their securities;

    (3) advising and assisting the Debtors in organizing resources and

    (4) advising and assisting the Debtors' management in connection with
        the preparation of certain required financial information;

    (5) advising and assisting the Debtors' management in financial,
        negotiation and other matters related to confirmation of a Plan and
        the Debtors' DIP and exit financing;

    (6) advising and assisting the Debtors management in developing business
        and cash flow plans and models to be used in an overall
        restructuring of the Debtor' balance sheet;

    (7) rendering expert testimony and litigation support services,
        regarding the feasibility of a Plan and other matters;

    (8) advising and assisting the Debtors with any merger, acquisition,
        divestiture, consolidation or sale of any material asset during the
        pendency of the Debtors' chapter 11 cases or upon their emergence
        from such cases to identify and negotiate for additional sources of
        capital; and

    (9) reviewing and evaluating proposals from potential strategic

The parties have agreed that the Debtors will pay DLJ:

    (a) a monthly Advisory Fee of $100,000, payable in advance, the
        aggregate amount of which to be credited against the Transaction

    (b) a Transaction Fee equal to 0.7% of the total sum of (x) the
        principal amount of 9% Senior Subordinated Notes due 2007 issued by
        Genesis Eldercare Acquisition Corp. (the Old Securities) and (y) the
        outstanding principal balance under the Credit Agreement dated
        October 9, 1997, as amended, between Multicare and certain financial
        institutions including, Mellon Bank N.A. payable upon consummation
        of transaction.

DLJ will be reimbursed, subject to the Court's approval of reasonable out-
of-pocket expenses including the fees and expenses of its legal counsel.

The Debtors have also agreed to indemnify DLJ, its affiliates, its parent
and affiliates, and the respective directors, officers, agents and
employees from damages and loss arising out of the employment except when
arising out of gross negligence or willful misconduct of the Indemnified
Party. (Genesis/Multicare Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

GENEVA STEEL: Confirmation Hearing Scheduled for October 13
The US Bankruptcy Court for the District of Utah approved The First Amended
Disclosure Statement for the First Amended Plan of Reorganization jointly
proposed by the debtor and the Official Committee of Bondholders, dated
August 24, 2000.

A hearing to consider confirmation of the plan will be held in the
courtroom of the Honorable Glen E. Clark, chief US Bankruptcy Judge of the
US Bankruptcy Court for the District of Utah on October 13, 2000 at 9:00

The proposed plan will eliminate the company's former stockholders. It will
also release Geneva from virtually all of its old debts and, in exchange,
give its former unsecured creditors the stock of the reorganized company.
Geneva will also be recapitalized with $25 million in new equity, a new
secured loan that is guaranteed, in part, by the United States, and a new
line of credit.

The plan eliminates Geneva's pre-petition unsecured debt, including the
senior notes. Unsecured creditors will receive, in lieu of cash payment of
the debt, substantially all of the common stock of a newly formed holding
company. The pre-petition holders of Geneva's preferred and common stock
will not receive any distributions under the plan. The plan will thus
significantly deleverage Geneva's balance sheet, eliminating a key cause of
Geneva's recent financial distress.

The plan contemplates a corporate restructuring of the debtor. The Holding
Company will be formed and shall own 100% of the interests in the
Reorganized Debtor, Geneva's existing subsidiaries, and certain newly
formed corporations or limited liability companies that will hold the
Williams Farm Property and the Iron Ore Mines. The Reorganized Debtor,
through a series of mergers with newly formed entities, will be transformed
from a Utah corporation into a Delaware limited liability company.

The plan also gives each unsecured creditor at least a pro rata right to
purchase preferred stock in the Holding Company that will be convertible
into common stock at a discount from its estimated value. These rights, in
the aggregate, entitle the unsecured creditors to acquire 23.15% of the
common stock to be issued under the plan for a total price of $25 million.
The preferred stock will pay a 12% annual dividend, of which 8% will be
paid in cash and 4% will be paid in new common stock.

The plan contemplates that reorganized Geneva will secure new financing
through a $110 million 5-year term loan and a $125 million revolving line
of credit. The term loan will be 85% guaranteed by the US Government
pursuant to the Emergency Steel Loan Guarantee Act of 1999.  The new
financing will be secured by substantially all of Geneva's assets.

The estimated recovery for allowed unsecured claims is 27%-31%.  The
estimated recovery for unsecured creditors with claims $5,000 or less, or
voluntarily reduced to $5,000 (convenience claims) is 40%.

GORGES QUICK: Losses Continue to Plague Meat Distributor
Gorges Quick to Fix Foods Inc., a wholly owned subsidiary of Gorges Holding
Company, is a producer, marketer and distributor of value added processed
beef products for the foodservice industry and is one of the few companies
in this segment of the industry that markets and distributes nationally.
The company purchases fresh and frozen beef and, to a lesser extent, pork
and poultry, which it processes into a broad range of fully cooked and
ready to cook products.

Total sales of the company increased $.2 million, or .01%, from $31.4
million in the three month period ended July 3, 1999 to $31.6 million in
the three month period ended July 1, 2000, however, total sales decreased
$15.0 million, or 13.0%, from $115.2 in the nine month period ended July 3,
1999 to $100.2 million in the nine month period ended July 1, 2000.

Net loss increased $9.8 million, or 326.7%, from ($3.0) million in the
three month period ended July 3, 1999 to $(12.8) million in the three month
period ended July 1, 2000. Net income was $18.9 million in the nine month
period ended July 3, 1999 but the company showed a net loss of $(19.6)
million in the nine month period ended July 1, 2000.

GRUMA S.A.: Moody's Ratchets Debt Ratings Downward Another Notch
Moody's Investors Service today downgraded the senior unsecured debt
ratings of Gruma S.A. de C.V. from Ba1 to Ba2, and Gruma Corporation from
Baa2 to Ba1 due to Gruma S.A.'s poor operating performance and weak debt
protection measures. Gruma Corporation's rating was downgraded and the
rating differential between it and Gruma S.A. reduced due to the operating
performance of the company and increased possibility that Gruma S.A. could
seek to extract cash out of the U.S. subsidiary in order to help service
parent company debt. The outlook on Gruma S.A.'s and Gruma Corporation's
debt remains negative. Should Gruma S.A. be unable to strengthen its
operating performance and refinance portions of its short term debt in the
long term debt markets, a further downgrade is possible.

Ratings downgraded are:

    A) Gruma S.A.

        (a) Senior unsecured to Ba2 from Ba1

        (b) Issuer rating to Ba2 from Ba1

    B) Gruma Corporation

        (a) Senior unsecured bank credit facility to Ba1 from Baa2.

Gruma S.A.'s operating performance has varied widely in the past 18 months
for several reasons. Over the past few years, Gruma has invested heavily in
its Mexican corn milling operation -- GIMSA. But market disruptions
following the deregulation of the Mexican corn flour market, slower growth
in demand for corn flour from institutional tortilla producers, and a
shrinking of the corn flour demand following elimination of government
subsidies and misuses of subsidized flour has left Gruma with significant
overcapacity in this operation. Also, following several years of
significant investment in building a Mexican fresh bread business --
Prodisa -- the operation continues to generate losses as it suffers
continuing start-up problems, has insufficient market share, and struggles
to compete against the dominant producer, Grupo Bimbo. Operations in both
the corn flour and fresh bread businesses are not expected to significantly
improve in the near term. Gruma has also invested significant amounts in
its US tortilla operation -- Gruma Corporation, expanded operations in
Central America, and repurchased shares of GIMSA traded on the open market.

The combination of increased debt incurred to finance capital spending
programs together with Gruma's poor operating performance has resulted in a
material increase in leverage and a deterioration in Gruma's debt
protection measures. While margins and operating performance have improved
from very depressed 1999 post-corn-deregulation levels, Gruma's earnings
and cash flow improvements have stalled at levels inconsistent with its
prior rating.

Moody's views as an additional concern Gruma's reliance on short term or
uncommitted credit facilities for a material portion of its borrowing needs
during a time of weak operating performance. Although the company has been
slow in obtaining longer term financing, Gruma is now in the process of
negotiating several long-term credit facilities which -- if consummated --
could strengthen its capital structure. A failure of Gruma to strengthen
its capital structure will result in additional downward rating pressure.

Gruma participates in a strategic association with US based Archer Daniels
Midland Company (senior unsecured of A1) whereby Gruma and ADM are joint
venture partners in certain operations, and ADM owns 30% of Gruma S.A and
20% of Gruma's US corn flour operation. ADM reaffirmed its support of Gruma
SA during 1999 by acquiring an additional 8% of Gruma. Although ADM is one
of the world's largest corn refiners and flour millers, it has had a
minimal presence in the Latin American region. The association with Gruma
represents an important vehicle through which ADM can establish and build
its presence in Latin America. GRUMA's fundamental credit quality benefits
from its strategic importance to ADM Gruma S.A. de C.V. is the world's
largest manufacturer of tortillas as well as corn flour for tortillas with
leading positions in the U.S., Mexico, and Central and South America.

Gruma Corporation, headquartered in Dallas Texas, is a 100% owned
subsidiary of Gruma S.A. de CV and the leading producer of tortillas
consumed in the United States.

HARNISCHFEGER INDUSTRIES: Kelek & Arkadi's Applications For Payment Claims
In the on-going chapter 11 restructuring involving Harnischfeger
Industries, Inc., Kelek S.S. De C.V. requests payment of an administrative
claims in the amount of $63,973 and $10,972 and Arkadi Latina, Inc.
requests payment of an administrative claim in the amount of $28,935.  

What for?  Who knows.  Beloit objects to requests for payment of an
administrative expense filed by Kelek and Arkadi because Beloit, says, they
have failed to meet the legal standards necessary to establish that a
creditor is entitled to payment of an administrative expense. Beloit tells
the Court that the remaining staff at Beloit is unable to locate any
supporting documentation to evaluate the Requests. (Harnischfeger
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,

HEAFNER TIRE: Moody's Lowers Debt Ratings & Begins Review For Downgrade
Moody's Investors Service downgraded the ratings of Heafner Tire Group
based on lower profitability and operating cash flow, and higher debt
levels than had been anticipated. The ratings have also been placed on
review for possible further downgrade.

The following ratings were affected by this action:

    a) Senior implied rating to B2 from B1;

    b) $200 million senior secured bank credit facility expiring 2005 to B1
       from Ba3;

    c) $150 million senior unsecured notes due 2008 to B3 from B2;

    d) Senior unsecured issuer rating to Caa1 from B3.

The new ratings assume that Heafner's debt levels will remain higher than
originally expected for the near term. Heafner's profitability levels and
cash flow generation are being affected by challenges in assimilating new
acquisitions. Market conditions were poor in the first half of this year.
Moody's attributes this in part to higher gasoline prices and mild weather
conditions, both of which impacted demand for auto repairs, including tire

The ratings remain on review for possible further downgrade. The review
will focus on the outlook for the overall market environment in the near to
medium term; the potential impact of the Bridgestone / Firestone recall on
customer activity and on Heafner's working capital valuation; and on the
strength of Heafner's wholesale and retail network.

Heafner Tire Group, Inc., headquartered in Charlotte, North Carolina, is
the largest independent marketer of tires and related products in the U.S.,
with revenues of over $1 billion in 1999.

LASERCRAFT INC: Seeks Bankruptcy Court Approval for $3.5 Million Asset Sale
The Press Democrat reports that 30-year-old Lasercraft, Inc., which filed
for bankruptcy protection under Chapter 11 in July is seeking court
approval for the sale of its assets amounting to $3.5 million.  If the
bankruptcy court grants the sale, liquidation is probable and 120 workers
may be sent home.

According to a bankruptcy filing, President Ralph Skidmore announced that,
"While the circumstances that (Lasercraft) currently finds itself in
prevent it from remaining a viable entity, its pieces have substantial
value to other companies in the industry."

Santa Rosa-based Lasercraft was founded in 1969 by Don and John Macken. The
company is known for its engraved gifts and picture frames using laser
system engraving for its products. It filed for bankruptcy protection on
July 11. A hearing is scheduled on Sept. 22.

LEVITZ FURNITURE: Mixed Financial Results for Period Ending June 30, 2000
Levitz Furniture Inc. reports net sales of $128.4 million for the
period ended June 30, 2000 increasing $8.4 million, or 7.0%, from net sales
of $120.0 million in the same period for the prior year. Comparable store
sales increased by approximately $8.1 million, or 6.8%, as compared to the
prior year. Four of five markets in the East Region reported sales
increases, with overall East Region comparable store sales increasing by
3.2%. Eight of nine markets in the West Region reported sales increases,
with overall West Region comparable store sales increasing by 9.6%.

Net loss for the period ended June 30, 2000 amounted to $9.5 million, or
7.4% of net sales, as compared to net loss of $9.1 million, or 7.5% of net
sales, for the same period of the prior year.

On August 10, 2000, Levitz management announced a plan to close six
under-performing stores in the Boston Market, Reading, PA and Bakersfield,
CA. These stores are expected to be closed by October 2000. The pre-tax
charge for the store closings is estimated to be $15.6 million and will
include non-cash charges of $12.4 million. Cash charges will include
severance pay estimated at $0.6 million and continuing expenses estimated
at $2.6 million.

LOEWEN GROUP: Debtors' Move to Reject 56 Consulting Agreements
The Loewen Group, Inc., and its affiliates have identified 56 Consulting
Agreements for rejection and seek the Court's authority accordingly,
pursuant to 11 U.S.C. Sec. 365.  Under these Consulting Agreements, the
Debtors have to pay consultancy fee and expenses in return for consultancy
services in connection with the operation of one or more of their funeral
home or cemetery businesses for a prescribed period.

The Debtors tell Judge Walsh they have determined, on a contract-by-
contract basis, that the burdens of complying with each of the Consulting
Agreements outweigh the benefits to their estates of continued
performance.  Judge Walsh will entertain the Debtors' Motion at a hearing
scheduled for this afternoon in Wilmington.  

M GROUP: Requests that Exclusive Period be Extended to December 29
M Group, Inc., TMGH, Inc. and M Sales Corp. ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive periods during which
the debtors may file a plan of reorganization and solicit acceptances

The debtors request that the court approve an extension of the exclusive
periods during which the debtors may file a plan of reorganization and
solicit acceptances thereof. The debtors request entry of an order
extending their Exclusive Filing Period and Exclusive Solicitation Period
to an including December 29, 2000 and February 27, 2001, respectively,
without prejudice to the debtors' right to seek further extensions, and
granting other relief.

On July 26, 2000, the debtors closed on the sale of substantially all of
their assets to L-M. The resolution of the allocation of the proceeds from
the L-M sale will form the backbone of the debtors' plan of liquidation.
The debtors, Lenders and Committee are formulating a consensual plan of
liquidation, and the debtors are trying to sell their most significant
unliquidated asset, real estate in Rhode Island, which is leased to L-M.

In addition, the bar date was August 15, 2000, and the debtors expect a
claims register from their Claims Agent by the beginning of September, and
will begin the process of evaluating claims. The negotiations for the
allocation of estate assets is also dependent on the total claims.

The debtors state that the brief extension requested will afford the
debtor, the lenders and the committee and other interested parties the
opportunity to negotiate provisions of a confirmable plan.

MASTER GRAPHICS: Asks for Extension of 365(d)(4) Period to January 31
Master Graphics, Inc., et al. seeks an extension of time to assume or
reject unexpired leases of nonresidential real property.

The debtors seek an extension of the deadline on or before which he debtors
must assume or reject their unexpired leases of nonresidential real
property to January 31, 2001.

The debtors have not yet finalized their business plan, nor have they
definitively identified those unexpired leases that they will need to
assume or reject as part of the plan. The debtors have not yet had an
opportunity to evaluate their leases to determine what value, if any, any
of them may have. The debtors will not be in a position to finally identify
and implement their business plan by the current deadline in early
September 2000. While the debtors do not have a large number of leases, the
debtors have encountered difficulty integrating their operations prior to
the Petition Date, along with the with the geographically-dispersed nature
of the debtors' businesses has complicated the task of developing and
finalizing a business plan.

The debtors are represented by Skadden Arps Slate, Meagher & Flom.

MERISEL, INC.: Reports Second Quarter Financial Results
In June 2000, Merisel, Inc., purchased $37,500,000 aggregate principal
amount of its outstanding 12-1/2% Senior Notes due 2004. The aggregate cost
to purchase the notes was $15,000,000 and, as a result, the company
recognized an extraordinary gain, net of unamortized debt issuance costs,
of approximately $21,656,000, for the six months ended June 30, 2000.

The company's net sales decreased 27.0% from $1,266,164 in the quarter
ended June 30, 1999 to $924,844 in the quarter ended June 30, 2000. As the
result of its continuing losses and conditions in the business and
industry in which it operates at June 30, 2000, the company determined that
its excess of costs over net assets acquired related to its U.S.
distribution was impaired. In the second quarter of 2000, the company
recorded an impairment loss totaling $19,487 representing the unamortized
goodwill attributable to the U.S. distribution business.

In the second quarter of 1999, the company had recorded a $9,000 insurance
recovery representing insurance reimbursement of a portion of the $21,000
charge recorded in the first quarter of 1999 relating to the settlement of
the litigation pending in Delaware Chancery Court between the company and
certain holders and former holders of the company's 12-1/2% Senior Notes
due 2004.

As a result of the above items, operating income decreased by $36,231 from
income of $8,701 for the second quarter of 1999 to a loss of $27,530 for
the second quarter of 2000. Excluding the $9,000 insurance recovery, the
company would have had an operating loss of $299 for the second quarter of
1999. Excluding the $19,487 goodwill impairment charge, the company would
have had an operating loss of $8,043 for the second quarter of 2000. The
final figure in both periods, representing net losses, stood at a net loss
of $2,984 for the 1999 quarter, and a net loss of $16,898 for the quarter
ended June 30, 2000.

For the six months ended June 30, 2000, net sales decreased by 17.0% from
$2,520,881 for the six months ended June 30, 1999 to $2,091,608 for the six
months ended June 30, 2000. Operating loss increased by $28,506 from
$1,706 for the six-month period ended June 30, 1999 to $30,212 for the same
period in 2000, and net losses were $23,493 for the six months in 1999,
while net losses were $30,348 in the six months ended June 30, 2000.

At the end of the quarter ended June 30, 2000, Merisel, Inc. -- a leading
distributor of computer hardware and software products -- decided to
return to the use of separate product and inventory management and sales
management teams for its U.S. and Canadian distribution businesses.
Merisel's North American distribution business offers a full line of
products and services to a broad range of reseller customers, including
value-added resellers, commercial resellers, internet resellers and

MICHAEL PETROLEUM: Full-Text Copies of Plan & Confirmation Order Available
On July 27, 2000, the United States Bankruptcy Court for the Southern
District of Texas entered an order confirming the Second Amended Joint Plan
of Reorganization dated June 12, 2000, for Michael Petroleum Corporation,
Michael Petroleum Alpha Corporation, one of MPC's subsidiaries, and Michael
Holdings, Inc., MPC's parent company.  The effective date of the Plan was
August 11, 2000.  Full-text copies of the Plan, the Confirmation Order, and
related Findings of Fact and Conclusions of Law of the Bankruptcy Court,
regarding confirmation of the Plan can be found by accessing  
the Internet, free of charge.

MLWR CORP:  Case Summary
Debtor:  MLWR Corp
          P.O. Box 1707
          Mills WY 82644

Affiliates:  Casper Burger Corp.
              Natrona Burger Corp.
              Poplar Burger LLC

Chapter 11 Petition Date:  September 5, 2000

Court:  District of Wyoming

Bankruptcy Case No.:  00-10329

Judge:  Peter J. McNiff

Debtor's Council:  Georg Jensen, Esq.
                    Law Offices of Georg Jensen
                    1613 Evans Avenue
                    Cheyenne, WY 82001
                    (307) 634-0991

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

NORTHEAST MOBILE: TMEG Offers 32% For Claim Against B.J.'s
Direct Power Plus, LLC, holds a $77,720.16 claim against Northeast Mobile
Communications, Inc. d/b/a B.J.'s Wholesale Club Cellular Express and also
d/b/a Direct Cell. The is personally guaranteed by Michael Harring, Lewis
Lucy and Dennis Crowley. Turnaround Management and Evaluation Group, Inc.,
offers to buy Direct Power's claim against Northeast and its principals for
$25,000 in cash, and agrees to indemnify Direct Power with respect to any
and claims Northeast or its principals may hold against Direct Power.

Ian R. Winters, Esq., of Tracy L. Klestadt & Associates in New York City,
tells Judge Hardin that Direct Power believes the sale and assignment of
the Debtor's interest in the Northeast Claim is in the best interest of its
reorganizing estate and its creditors. Direct Power filed for chapter 11
protection in the Southern District of New York in January 20, 2000.
Because Direct Power is suffering from a severe liquidity crisis, Mr.
Winters explains, the $25,000 will greatly assist the Debtor in coping with
that crisis.

Northeast Mobile filed for chapter 11 protection in August, 1999, in the
U.S. Bankruptcy Court for the District of Massachusetts. The case converted
to a chapter 7 liquidation.  Gary W. Cruickshank in Boston serves as the
Chapter 7 trustee.

NORTHLAND CRANBERRIES: CEO Swendrowski Refutes Cliffstar's Allegations
Northland Cranberries (Nasdaq: CBRYA) Chairman and Chief Executive Officer
John Swendrowski responded to a press release issued Wednesday by Cliffstar
Corporation regarding its federal court filing in connection with the
ongoing dispute over the sale of Northland's private label juice business
to Cliffstar.

"We find both Cliffstar's announcement and its timing quite peculiar. The
allegations made by Cliffstar are the same allegations made in a lawsuit
filed by Cliffstar in federal court in New York in July, which Cliffstar
voluntarily dismissed on September 1, 2000. Cliffstar's filing yesterday in
federal court in Chicago was in fact made in response to a lawsuit filed by
Northland over a month ago against Cliffstar for breach of Cliffstar's
obligations to make required payments to Northland."
On July 31, 2000, Northland sued Cliffstar for substantial damages and
equitable relief in the federal court for the Northern District of Illinois
for Cliffstar's failure to make its required payments on the promissory
note issued by Cliffstar in the purchase of Northland's private label juice
business, Cliffstar's failure to make its required payments when due for
cranberry concentrate purchased from Northland and Cliffstar's breach of
the terms of the purchase agreement for the private label juice business.
Northland also sought declaratory relief that it had not breached its
obligations and representations and warranties under the purchase agreement
as Cliffstar has claimed.
Northland filed papers to dismiss or transfer the suit that Cliffstar filed
in the federal court for the Western District of New York against Northland
on July 7, 2000. In response to Northland's motion, Cliffstar agreed to
voluntarily dismiss that lawsuit. Cliffstar's filing yesterday responded to
Northland's Chicago lawsuit and essentially restated its allegations made
in the New York action.
"We feel Cliffstar's allegations are completely groundless and without any
basis in fact or law. Northland did not make any misrepresentations
regarding its financial condition or that of our private label business.
Moreover, it is Cliffstar that has failed to enter into and perform the
cranberry sauce marketing agreement and it is Cliffstar that breached its
obligations under the Co-Packing Agreement, necessitating termination by
Northland in order to avoid further damages," said Swendrowski.
According to Swendrowski, "The business sold to Cliffstar was profitable
and the case volume of the business significantly reduced our average per
case manufacturing cost, further improving Northland's total profitability.
We believe that Cliffstar has realized the significant operating synergies
from the acquired business that were anticipated in the negotiations in
addition to direct profits from customers acquired from Northland.
"Cliffstar currently is past due in its payments due Northland by over $2.6
million, including payments for inventory and product already sold or
consumed by Cliffstar and copacking services already provided," said
Swendrowski. "Moreover, Northland fully expects the purchased business to
generate profits for Cliffstar that will require the payment of the full
$22 million earnout potentially due Northland under the purchase agreement
in addition to the $28 million base purchase price. We can only speculate
as to the motivations prompting Cliffstar's actions in making these
allegations and attempting to avoid its payment obligations. We would hope
that Northland's recent announcements regarding its financial results and
operational restructuring would not be viewed as a negotiating opportunity
to avoid or reduce future payment obligations."
A formal answer to Cliffstar's counterclaim will be filed shortly.
Northland also anticipates that it will assert additional claims against

OPTEL INC: Selling Austin & San Antonio Assets to USOL for $2,275,800
Optel, Inc. seeks court approval of a certain Asset Purchase Agreement
between USOL, Inc., Buyer and Optel, Inc., TVMAX Telecommunications, Inc.,
Transmission Holdings, Inc. and IRPC-Arizona, Inc., Sellers.

The assets represent substantially all of the assets used by the sellers in
connection with its cable television and local and long distance telephone
systems in sellers' Austin, Texas area and San Antonio, Texas area markets.
The purchase price to be paid by Buyer to Sellers shall be $2,275,800.

PAGENET: With Disclosure Statement Approved, Looks for Confirmation Oct. 26
Paging Network, Inc. (OTC:PAGEQ) announced that the U.S. Bankruptcy Court
for the District of Delaware has approved PageNet's Disclosure Statement
filed in connection with PageNet's plan of reorganization under Chapter 11,
and scheduled a hearing on October 26 to confirm PageNet's plan of
reorganization, which would permit a prompt emergence from bankruptcy and
the consummation of PageNet's merger with Arch Communications Group, Inc.
(Nasdaq:APGR). The Court also granted final approval of PageNet's $50-
million debtor-in-possession financing facility.

In addition, the Court dismissed without prejudice a motion by Metrocall to
terminate PageNet's exclusive right to file a plan of reorganization,
allowing PageNet to proceed with the solicitation of its stakeholders'
votes to confirm the plan of reorganization and to consummate the Arch
merger. PageNet said it expects to mail its Disclosure Statement and
ballots to its stakeholders beginning late next week.

At the hearing, representatives of PageNet's banks and bondholders
expressed their firm support for PageNet's plan of reorganization and the
Arch merger. In addition, in exchange for certain modifications to the
plan, including a shift of 3.7 million shares of Arch stock from PageNet
stockholders to PageNet bondholders, the court-appointed Official Committee
of Unsecured Creditors (representing PageNet's bondholders and vendors)
agreed to include with PageNet's Disclosure Statement a letter to all
bondholders stating the Committee's unanimous recommendation that the
bondholders vote to accept PageNet's plan. The Official Committee further
stated that it "has advised Metrocall that the Committee will no longer,
directly or indirectly, support (Metrocall's) efforts in the PageNet
Chapter 11 proceedings nor will it accept any further proposals from
Metrocall or engage in any further negotiations with Metrocall."

Under PageNet's modified plan of reorganization, PageNet's noteholders will
receive approximately 84.9 million Arch shares and a 60.5-percent interest
in Vast Solutions, and owners of PageNet common stock will receive 5.0
million shares of Arch and a 20.0-percent interest in Vast Solutions.
Arch and PageNet announced their merger agreement last November. The
merger, which will include an exchange of equity for PageNet's senior
subordinated notes as well as the spin-off of PageNet's wireless solutions
subsidiary, Vast Solutions, remains subject to approval by PageNet's
secured and unsecured creditors, the bankruptcy court and Arch
shareholders. A special meeting of Arch shareholders to vote on the merger
has been set for October 5, 2000.

PageNet is a leading provider of wireless messaging and information
services in all 50 states, the District of Columbia, the U.S. Virgin
Islands, Puerto Rico and Canada. The company offers a full range of paging
and advanced messaging services, including guaranteed-delivery messaging
and two-way wireless e-mail. PageNet's wholly-owned subsidiary, Vast
Solutions, develops integrated wireless solutions to increase productivity
and improve performance for major corporations. Detailed information for
PageNet services are available on the Internet at Detailed
information on Vast Solutions is available at

Arch Communications Group, Inc., Westborough, Mass., is a leading U.S. two-
way Internet messaging and wireless data company providing local, regional
and nationwide wireless communications services to customers in all 50
states, the District of Columbia and in the Caribbean. Arch operates
approximately 300 offices and company-owned stores across the country.
Additional information on Arch is available on the Internet at

Arch Communications Group, Inc. has filed with the U.S. Securities and
Exchange Commission a registration statement on Form S-4 in connection with
the debt exchange being undertaken in connection with the merger (File No.
333-93321) and has filed definitive proxy materials containing information
about the merger. Investors and security holders are urged to read the
registration statement and the definitive proxy materials carefully when
they are available. The registration statement and the proxy materials
contain important information about Arch Communications Group, Inc., Paging
Network, Inc., the merger and related matters. Investors and security
holders are able to obtain free copies of these documents through the web
site maintained by the U.S. Securities and Exchange Commission at

In addition to the registration statement and the proxy materials, Arch
Communications Group, Inc. and Paging Network, Inc. file annual, quarterly
and special reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any reports,
statements and other information filed by them at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the
Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on public reference rooms. These filings with the Commission
also are available to the public from commercial document-retrieval
services and at the web site maintained by the Commission at
http// You may also obtain for free each of these documents,
when available, from Arch Communications Group, Inc. at 508/870-6700 or
write to: Investor Relations Department, Arch Communications Group, Inc.,
1800 West Park Drive, Suite 250, Westborough, MA 01581.

Arch Communications Group, Inc., its directors, executive officers and
certain members of management and employees may be soliciting proxies from
stockholders in favor of the adoption of the merger agreement. A
description of any interests that Arch's directors and executive officers
have in the merger will be available in the definitive proxy materials.

PRIME RETAIL: Loan Negotiations with Lehman Continue at Quickest Pace
Prime Retail, Inc. (NYSE: PRT, PRT.PRA, PRT.PRB) announced that it
continues to work with Lehman Brothers toward closing a first mortgage loan
in connection with the Prime Outlets of Puerto Rico project and corporate
mezzanine loan financing.  However, lender diligence associated with the
loans and the agreement of certain existing lenders to modify the terms of
their loans is taking longer than originally expected.  As a result, the
Company no longer anticipates closing both loans by September 30, 2000, as
previously announced.

The Company still expects to close the loans in two phases, with the
closing of the loan to be secured by the first mortgage loan on Puerto Rico
to occur first. The proceeds from the loans will be used to repay existing
indebtedness and for general corporate purposes, including the funding of
programs to attract and retain tenants through increased marketing and
capital improvements. The closing of the two loans is subject to
finalization of loan terms, customary conditions, and the agreement by
certain existing lenders to modify the terms of their loans to, among other
things, permit the pledge of the collateral contemplated by the Lehman
mezzanine loan. The Company and Lehman Brothers are working to close the
loans as quickly as possible. There can be no assurance as to whether or
when the loans will close.

The Company previously announced that it expected to close the third and
final phase of the Estein & Associates transaction consisting of the sale
of a 70% joint venture interest in Prime Outlets at Hagerstown
simultaneously with the closing of the Lehman Brothers mezzanine loan. The
outside closing date under the sales contract was August 31, 2000. Estein
and Associates has terminated the contract because the closing did not
occur by the specified closing date.

As previously announced, FBR-AIC has declared the Company to be in default
of a $20 million subordinated loan which matured on August 14, 2000. The
Company had previously requested, but not obtained, a short-term extension
of the $20 million subordinated loan. The Company is, however, still in
discussions with FBR-AIC and is attempting to obtain its agreement to
forbear from exercising its remedies under such loan. The loan is expected
to be retired with the net proceeds from the Lehman Brothers first mortgage
loan on Puerto Rico. There can be no assurance that FBR-AIC will enter into
a forbearance agreement or that the lender will not attempt to exercise its
remedies under the loan documents. The Company has also obtained a short-
term extension of its $25 million unsecured line of credit, which is
expected to be retired with the net proceeds from the Lehman Brothers

As previously disclosed, the default under the $20 million subordinated
loan triggered cross-default provisions with respect to other Company debt
facilities. The Company continues to be in discussions with the affected
lenders regarding either paying off these loans in their entirety using
proceeds from the Lehman Brothers loans or modifying the terms so that the
Company will be in compliance at the time the Lehman Brothers loans close.
There can be no assurance that one or all of the affected lenders will not
attempt to accelerate the maturity of their loans or pursue other remedies
under their loan documents in a court of law. If the Company is unable to
close the Lehman Brothers loans, the Company will consider all
alternatives, including seeking protection in bankruptcy court.

Prime Retail is a self-administered, self-managed real estate investment
trust engaged in the ownership, leasing, marketing and management of outlet
centers throughout the United States and Puerto Rico. Prime Retail's outlet
center portfolio currently consists of 52 outlet centers in 26 states and
Puerto Rico totaling approximately 15.1 million square feet of GLA. The
Company also owns three community shopping centers totaling 424,000 square
feet of GLA and 154,000 square feet of office space. As of August 31, 2000,
Prime Retail's outlet center portfolio was 91% occupied. Prime Retail has
been an owner, operator and developer of outlet centers since 1988. For
additional information, visit Prime Retail's web site at

SAFETY-KLEEN: Court Ratifies Elgin Employees' Retention & Severance Program
Prior to the merger between Safety-Kleen Corp. and Laidlaw Environmental
Services in 1998, the corporate office for the former Safety-Kleen Corp.
was located in Elgin, Illinois. Following the merger, the corporate
headquarters were relocated to Columbia, South Carolina. in order to wind
up operations and assist in the transition of records and operations,
certain employees remained at the Elgin building, while certain other
employees remained at a different office in Elgin.

Currently, approximately 55 employees remain in the two Elgin locations.
The Elgin Employees are covered under various retention and severance
arrangements put in place to incentivize them to remain in these
locations. The Elgin Employees work in accounting, information
technology, purchasing, and office services areas.  None of the Elgin
Employees will be covered by the General Key Employee Retention & Severance

Under the Elgin Program, the Elgin Employees have been promised individual
retention and severance payments aggregating to approximately $2,660,000.
This total amounts to approximately $27,000 per Elgin Employee for
retention payments and less than $22,000 per Elgin Employee for severance

The Safety-Kleen Debtors tell the U.S. Bankruptcy Court in Delaware that
they cannot afford to lose their Key Employees located in Elgin, Illinois.
The Debtors relate that the Elgin Employees presumably relied heavily on
the Elgin Program in their decision making process regarding their
continued employment with the Debtors despite the ensuing relocation of the
entire corporate headquarters. Further, the loss of any important employee
generally leads to additional employee departures because some employees
follow the example of their resigning colleagues. Finally, any loss of Key
Employees in Elgin is especially critical as the Debtors' are unlikely to
be able to hire suitable replacement employees to assist with the short-
term work remaining in Elgin as in most instances it is completely
predicated upon historic knowledge while simultaneously offering little, if
any, chance for extended employment.

Accordingly, Safety-Kleen sought and obtained ratification of the Elgin
Retention & Severance Plan from Judge Walsh.  (Safety-Kleen Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

SHOP AT HOME: Liquidity Concerns Prompt Moody's to Downgrade Ratings
Moody's Investors Service lowered the debt ratings of Shop At Home, Inc.
(SATH). Liquidity concerns are heightened and future performance
expectations have been revised following the report of unexpectedly weak
performance for the fourth fiscal quarter ended June 30, 2000, and the
possible acceleration of its $20 million secured term loan.

The current ratings have been affected by this action:

    a) $75 million senior secured note due 2005 to B2 from B1;

    b) Senior implied rating to B2 from B1;

    c) Senior unsecured issuer rating to Caa1 from B2.

The rating outlook is negative.

SATH's ratings reflect that, at current performance levels, the company
will not be able to generate sufficient cash flow to repay the bank loan,
whose terms have been amended to require amortization in full by July 2001.
The company has about $27.5 million of cash available on its balance sheet
as a result of a preferred equity issuance completed earlier in the fourth
quarter, which must be used for working capital needs as well as the
amortization. SATH may also generate cash from working capital if they
collect customer receivables as scheduled and are able to transfer new
business to a third-party as planned.

The B2 rating of the secured notes also reflects Moody's view that even in
the event of default, the value of the bondholders' security should allow
full recovery of principal and interest. The bonds are secured by the a
first priority lien on the stock and assets of SAH Acquisition Holding II,
the subsidiary holding company which contains the station assets of KCNS
(San Francisco), WOAC (Cleveland) and WRAY (Raleigh/Durham). (Per law, the
broadcast licenses cannot be pledged.) Moody's believes the "stick value"
of the stations, valued at more than $135 million in 1998, remains well
above the debt service due on the notes even in a distressed sale. The
stations are in major markets, and there would likely be television station
groups that either own a station in the market and would like to acquire a
SATH station to form a duopoly or would like to enter these markets as
"new" markets. In addition, there will likely be spectrum auctions for
wireless phone companies for UHF stations in the Channel 60-69 band who may
be willing to compensate owners of stations in that band like SATH to
remove them from that spectrum. The notes also benefit from a senior
unsecured guarantee from the subsidiaries which own WMFP (Boston), KZJL
(Houston), and WSAH (Bridgeport) and from a secondary lien on those assets.

SATH's financial condition decline reflects the company's inability to
carry out previously announced strategic changes designed to change
customer demographics and product mix. Senior management was spread thin by
the company's Internet initiative and failed to monitor adverse indications
on the network side, which included a substantial build in longer-term
receivables and deterioration in the product mix. Moody's attributes no
value to the Shop At Home name, which the company has been unable to
trademark. SATH is building an audience with its website,
which also serves to fulfill orders for products marketed on the network.
Shop at Home, Inc., headquartered in Nashville, Tennessee, is an electronic
retailer with revenues of $200 million for the year ended June 30, 2000.

STROUDS, INC.: Court Approves First-Day Orders in Chapter 11 Case
Strouds, Inc. (Nasdaq: STRO) announced that it received Bankruptcy Court
approval to, among other things, pay pre-petition and post-petition
employee wages, salaries and benefits during its voluntary restructuring
under Chapter 11, which commenced on September 7, 2000.

The Court also approved interim debtor-in-possession (DIP) financing for
immediate use by the Company to continue operations, pay employees, and
purchase goods and services going forward. In conjunction with the filing,
Strouds received a commitment for up to $50 million in DIP financing from
The CIT Group/Business Credit and Foothill Capital Corporation. The hearing
on the final DIP agreement has been set for September 28.

Chairman and Chief Executive Officer Charles R. Chinni said he was pleased
with the Bankruptcy Court's prompt approval of its first-day orders and
interim DIP financing.

"We expect the DIP financing to provide adequate funding for our post-
petition trade and employee obligations," Mr. Chinni said, noting that the
Company has been in contact with its major vendors, who have indicated that
they will support Strouds during the restructuring process with post-
petition shipments of merchandise to increase the Company's in-stock
position for the upcoming holiday season. "By availing ourselves of the
Chapter 11 process prior to the start of the critical holiday buying
season, we will assure the continued flow of merchandise to our stores," he

The Court also granted approval for the Company to honor all obligations to
customers including return privileges, gift certificates, special orders
and other customer programs during the restructuring period.

The Company filed Chapter 11 petitions in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington on September 7, 2000.

Strouds, Inc., the Linen Experts(R), is a specialty retailer of bed, bath,
tabletop and other home textile products. The Company currently operates 70
stores in five states and also markets its home products through its web
sites, and

SUN HEALTHCARE: Debtors' Second Motion To Extend Rule 9027 Removal Period
At the Debtors' behest, and pursuant to Bankruptcy Rule 9006(b), Judge
Walrath granted an extension of the time for the Debtors to file notices
of removal of civil actions and proceedings under Bankruptcy Rule 9027(a)
to the earlier of (i) November 22, 2000 or (ii) thirty days after the
conclusion of the confirmation hearing in the chapter 11 cases.

The Debtors believe that the extension will provide sufficient additional
time for them to consider and make decisions concerning the removal of the
325 lawsuits pending against them on the petition date. (Sun Healthcare
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,

T.E. BERTAGNOLLI:  Case Summary and 5 Largest Unsecured Creditors
Debtor:  T.E. Bertagnolli and Associates Inc.
          7400 Brunswick Canyon Road
          Carson City, NV 89701

Affiliate:  Tim E. Bertagnolli

Chapter 11 Petition Date:  September 7, 2000

Court:  District of Nevada

Bankruptcy Case No.:  00-32584

Judge:  Gregg W. Zive

Debtor's Council:  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

5 Largest Unsecured Creditors

United Pacific Insurance Co
c/o Julien G. Sourwine, Esq.
Mortimer Sourwine & Sloane, Ltd.
4950 Kietzke Lane, Suite 302
Reno, NV 89509                        Judgment           $ 413,000

General Builders, Inc. dba
  American General Development         Judgment            $ 80,000

Law Offices of Michael B. Srpinger    Stipulated
                                        Judgment           $ 10,000

Rocky Ridge                           Judgment-payable
                                        $700 per month      $ 6,500

Norman Bennett                        Contract Agreement   $ 1,780

TITAN MOTORCYCLE: Nasdaq Delists Phoenix Motorcycle Maker's Shares
Dow Jones reports that Nasdaq has given Titan Motorcycle Co. of America
(TMOT) 90 days to comply with the minimum bid-price requirement or face
delisting on the Nov. 30 opening. According to the securities purchase
agreements, the delisting would constitute for a default, and may force
Titan to redeem its debentures or its convertible preferred stock.  The
Phoenix-based, V-twin engine motorcycle maker may be forced into
liquidation or reorganization under the bankruptcy law.

TREND-LINES: Committee Suspects Headquarters Lease Value Tops $3.5 Million
Trend-Lines, Inc., reorganizing under chapter 11 before the U.S. Bankruptcy
Court for the District of Massachusetts, operates its 233 retail stores and
three e-commerce Web sites from its headquarters and distribution center
located at 135 American Legion Highway in Revere, Massachusetts. The
Landlord for that headquarters property, 135 American Legion Realty Trust,
asks the Bankruptcy Court for relief from the automatic stay to pursue
eviction proceedings. While the Debtor continues to occupy the property,
the Landlord wants the Bankruptcy Court to direct Trend-Lines to pay use
and occupancy charges at fair market value.

The Official Unsecured Creditors' Committee, represented by Lawrence C.
Gottlieb, Esq., at Kronish Lieb, Weiner & Hellman LLP, as lead counsel,
challenges the Landlord's request. The Property, the Committee says, is
vital to the reorganization. Further, the Lease calls for rent that is well
below-market. The Committee tells the Court that the Landlord has already
offered Trend-Lines a $2.5 million check if Trend-Lines will leave. The
Committee, Mr. Gottlieb relates, suspects that the value of the Lease may
top $3.5 million. "The Committee opposes the [Landlord's] Motion because it
is not grounded in the law nor is equitable based on the facts. . . .  [The
Landlord]'s attempt to take advantage of the dramatic increase in
commercial rents in the Boston real estate market over the past five years
at the expense of all other creditors in this case should not be
countenanced by the Court," Andrew Z. Schwartz, Esq., and Kenneth S.
Leonetti, Esq., of Foley, Hoag & Eliot LLP, local counsel to the Committee,

UNITED COMPANIES: Fitch Downgrades Ratings on 11 Classes of Securities
Fitch has downgraded the ratings of 11 classes of United Companies
Financial Corporation's manufactured housing transactions. Additionally, 8
classes of bonds are moved to Rating Watch Negative from Rating Watch

Fitch has taken numerous rating actions on the company's manufactured
housing bonds since Oct. 1998 (see press releases dated Feb. 3, 1999 and
June 24, 1999 on Fitch's web site ''), when UCFC first
announced it would sell or close its manufactured housing business. These
actions reflected Fitch's concerns regarding the possibility of any adverse
impact on pool performance as a result of the sale or closing of the
company and the transfer of servicing from the Minneapolis manufactured
housing operation to Baton Rouge where the company's home equity loan
servicing shop was located. The subsequent Chapter 11, bankruptcy filing by
the company in March 1999, caused heightened concerns regarding maintenance
of servicing quality. Since the bankruptcy filing, UCFC has continued to
service its multi-billion dollar portfolio of home equity and manufactured
housing loans. In Jan. 2000, the company signed a letter of intent to sell
its home equity whole loan portfolio, and its residual interests and
servicing rights to EMC Mortgage Corp. (EMC), a wholly owned subsidiary of
the Bear Stearns Companies Inc. Because UCFC was operating in Chapter 11
reorganization, the sale was contingent upon the approval of the U.S.
Bankruptcy Court and was subject to negotiation and execution of definitive
documentation. However, at that time it was unclear as to the outcome of
the servicing of the manufactured housing portfolio.

The manufactured housing pools have displayed a relatively high level of
delinquencies and repossessions. Additionally, poor performance has caused
considerable interest shortfalls on the subordinate bonds of a number of
transactions. On June 24, 1999, a number of the company's manufactured
housing bonds were downgraded and/or placed on Rating Watch Negative until
more information became available as to the outcome of the servicing and
the impact on pool performance, particularly with regard to interest
shortfalls. On Aug. 11, 2000, it was confirmed that UCFC would, sell its
home equity whole loan portfolio, residual interests and servicing rights
to EMC.

At this time, although a small number of loans (series 1996-2 and a number
of whole loans) are expected to transfer to EMC, Fitch is not aware of a
plan to transfer the servicing of the eight securitized manufactured
housing pools. Fitch's rating actions reflect the uncertainty surrounding
the status of the servicing operation as well as the poor performance of
the pools. With regard to interest shortfalls, the majority of the
subordinate bonds are expected to experience prolonged disruptions in
interest payments. A number of 'AA-' rated bonds have experienced interest
shortfalls as well. Whether the shortfalls to the 'AA-' rated bonds will be
short-term or will occur over a prolonged period of time depends upon
collateral and servicing performance. Fitch's ratings on these securities
address the likelihood of receipt of distributions according to their
terms. Since the financial structures provide for repayment of interest
shortfalls which Fitch believes may be recoverable, these classes are being
placed on Rating Watch to inform investors of their present cash flow

Three of the securities (1997-1 through 1997-3) are enhanced by a limited
guarantee from United Companies Financial Corp. As the ratings on these
bonds are based upon the corporate rating of UCFC, these bonds have been
downgraded a number of times since Oct. 1998, following each of the
downgrades on the company's corporate rating. On June 24, 1999, Fitch
downgraded these securities to 'CCC' despite the rating of 'D' on the
company. At that time, although poor pool performance caused interest
shortfalls, UCFC was honoring its requirement to make interest and
principal payments to these bondholders. The 'CCC' rating was based upon
the company's guaranty payment despite its bankruptcy status and 'D'
rating. Beginning on the June 15, 2000 Distribution Date, UCFC ceased
making guaranty payments. As the company has defaulted on its obligation to
make the required guaranty payments, these securities are now rated 'D'.

The affected securities are:

    A) United Companies Financial Corp's manufactured housing contracts
pass-through certificates:

       -- Series 1996-1, class B-1, downgraded to 'BB-' from BBB,

       -- Series 1996-1, class B-2, downgraded to 'CCC' from 'B' and will
           remain on Rating Watch Negative,

       -- Series 1997-RS1, class A, downgraded to 'B' from 'BB-' and will
           remain on Rating Watch Negative,

       -- Series 1997-1, class B-1 downgraded to 'B' from 'BB' and will
           remain on Rating Watch Negative,

       -- Series 1997-1, class B-2, downgraded to 'D' from 'CCC',

       -- Series 1997-2, class B-1, downgraded to 'BB' from 'BBB' and will
           remain on Rating Watch Negative,

       -- Series 1997-2, class B-2, downgraded to 'D' from 'CCC',

       -- Series 1997-3, class B-1, downgraded to 'BB' from 'BBB' and will
           remain on Rating Watch Negative,

       -- Series 1997-3, class B-2 downgraded to 'D' from 'CCC',

       -- Series 1997-4, class B-1, downgraded to 'BB' from 'BBB' and will
           remain on Rating Watch Negative,

       -- Series 1998-1, class B-1, downgraded to 'BB' from 'BBB' and will
           remain on Rating Watch Negative,

       -- Series 1998-2, Class B-2 downgraded to 'B' from 'BB' and will
           remain on Rating Watch Negative.

Additionally, the following securities are placed on Rating Watch Negative:

    a) Series 1996-1, class M,
    b) Series 1997-1, class M,

    c) Series 1997-2, class M,

    d) Series 1997-3, class M,

    e) Series 1997-4, class M,

    f) Series 1998-1, class M,

    g) Series 1998-2, class B-1,

    h) Series 1998-3, class B-1.

Fitch will continue to monitor the performance of the collateral pools
backing the securities as well as the status of the servicing platform.

VENCOR: Ventas' Directors Vote to Pay Cash Dividend of $0.62 Per Share
Ventas, Inc. (NYSE:VTR) announced that its board of directors voted to pay
a cash dividend of $0.62 per share, payable on September 28, 2000 to
stockholders of record on September 18, 2000. This amount, when combined
with the $0.39 per share dividend paid in February 1999, represents 95
percent of the Company's 1999 taxable income. This combined dividend
enables Ventas to elect Real Estate Investment Trust status for the period
beginning January 1, 1999 when it files its 1999 federal income tax return.

"For more than a year we have stated our commitment to our stockholders to
elect REIT status by paying a 1999 distribution that complies with REIT
requirements, despite the uncertainties surrounding Vencor's
restructuring," Ventas President and CEO Debra A. Cafaro said. "With the
support of our board, we are able to meet that commitment."

Ventas paid a 1999 first quarter dividend, but dividends for the remainder
of the year were deferred as part of the Company's strategy to build its
cash reserves during the reorganization discussions of its primary tenant,
Vencor, Inc. (OTC/BB:VCRIQ).  Vencor filed for bankruptcy protection on
September 13, 1999.

"Our stockholders have supported our strategy of deferring payment of
normal quarterly dividends in order to conserve and increase our cash
balances during this period of uncertainty to maintain liquidity and
financial strength. We have appreciated their patience," Cafaro said. "But
we also understand that our investors, like other REIT investors, view the
dividend payment as an important part of their investment return. It is
very satisfying to meet their expectations."

Ventas also said that the amount of the total dividend ($1.01 per share)
declared for 1999 should not be viewed as an indication of future dividend
levels, which are likely to be lower. The Company intends to maintain its
REIT status, which requires it to pay 95 percent of its taxable income as
dividends. The payment of such minimum REIT dividends is contemplated under
Ventas' long-term credit agreement. However, the Company is unable to
predict the amount or timing of future dividends due to uncertainty over
the restructuring of Vencor. Consistent with its previously announced
position, Ventas said that it will not declare or pay a third quarter 2000
dividend at this time.

                              VENCOR REORGANIZATION

Negotiations surrounding the financial restructuring of Vencor and its
anticipated emergence from bankruptcy are ongoing. Vencor has received an
extension, until September 29, 2000, of the period during which it has the
exclusive right to file a plan of reorganization.

Ventas, Inc. is a real estate company whose properties include 45
hospitals, 218 nursing centers, and eight personal care facilities in 36

VISTA GOLD: Ronald "Jock" McGregor Appointed as  New President and CEO
Vista Gold is pleased to announce the appointment of Mr. Ronald (Jock)
McGregor as President and CEO, following the retirement of Mr. Michael
Richings, effective September 8, 2000.  Mr. Richings' plans have been
underway for some time and he will remain as a non-executive director and
continue to work with management on corporate and strategic alternatives
currently under consideration.

Mr. McGregor has been with the company since 1996 as the Vice President of
Operations and Development and has extensive mining industry experience in
both operations and project development gained over a period of 30 years in
Europe, Africa, and North and South America. He holds a B.Sc. (Hon) degree
in Extractive Metallurgy from the Royal School of Mines and his experience
includes senior positions in both engineering and construction companies as
well as large and small operating companies. "I look forward to providing
the continuity needed to keep Vista on track and I will continue to
aggressively pursue all opportunities available to Vista in these
challenging times," said Jock McGregor.

The Corporation also wishes to provide an update on the most recent
developments at the Hycroft mine. A new alternative development plan that
accelerates the development schedule for the Brimstone Deposit would
produce a total of 350,000 ounces of gold over a five-year period with
three years averaging 90,000 to 100,000 ounces per year. This fully
permitted open-pit run-of-mine heap leach operation has an excellent
historic record, which fully supports processing recoveries, production and
cost estimates. Financial analysis of the incremental benefit of restarting
the operation at Hycroft based on the new mine plan shows that the average
cash cost would be $182 per ounce of gold (including royalties and net
proceeds taxes). The capital cost would be $7.8 million ($22 per ounce),
with a pre-production stripping cost of $5.1 million and a working capital
requirement of $3.4 million. The after-tax internal rate of return at a
$275 per ounce spot gold price is estimated to be 31 percent. In addition,
the Corporation believes, based on an extensive exploration review,
approximately 400,000 to 450,000 ounces of additional gold reserves (two
years of production) can be added with a modest drilling and work program.
Vista Gold Corp. is an international gold mining, development and
exploration company based in Littleton, Colorado. Its holdings include the
Hycroft mine in Nevada, a development project in Bolivia, and exploration
projects in North and South America.

WESTERN GROWERS: A.M. Best Lowers Insurers' Financial Strength Rating To D
A.M. Best Co. has lowered the financial strength rating of Western Growers
Insurance Company, Irvine, CA, from C++ (Marginal) to D (Poor).

This rating action reflects the company's continued decline in capital
strength, significantly elevated leverage measures and additional reserve
strengthening, all of which were greater than anticipated by A.M. Best
within previous rating actions. In addition, premium growth remains well
above expected levels. This deterioration in performance was reflected in a
surplus decline of nearly 44%, resulting in highly elevated leverage

Given these concerns, operating performance and capitalization have been
severely hampered. While management has implemented an action plan to
improve capitalization and some price firming is evident in the California
market, improvement in accident year 2000 results is expected to be offset
by prior-year deficiencies.

Offsetting these negative rating factors is Western Growers' specialized
market focus, writing workers' comp coverage for members of its ultimate
parent, Western Growers Association, which offers numerous products and
services to its farm members. This provides the company with a viable and
expansive customer base.


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

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

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to troubled company professionals. All titles available from --
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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

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