TCR_Public/000914.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, September 14, 2000, Vol. 4, No. 180

                                Headlines

919 FEE ASSOCIATES: Disclosure Statement Set for October 3
ABRAXAS PETROLEUM: Outlines Potential Common Share Dilution From CVRs
AMERICAN AIRCARRIER: Aviation Maintenance Firm Completes $7.4M Engine Sale
AMERICAN ECO: Committee Taps Walsh, Monzack and Monaco as Counsel
AMERICAN GAMING: Discloses Name Change, New Directors & Reverse Stock Split

BLUE RIDGE: Case Summary
BLUESTAR BATTERY: Releases Disappointing 3Q Results in Midst of CCAA Filing
CANFIELD ELECTRIC: Case Summary and 20 Largest Unsecured Creditors
CELLNET DATA: Amended and Restated Liquidating Plan Effective September 12
CHS ELECTRONICS: Journey Holdings to Continue Managing European Operations

CLARIDGE HOTEL: Seventh Interim Order Authorizing Use of Cash Collateral
COMMERCIAL FINANCIAL: Judge Rasure Extends Exclusive Period to Oct. 13
CRIIMI MAE: Declares Stock Dividend for Common Shareholders
DIMAC HOLDINGS: Employing Arthur Andersen as Auditors & Tax Consultants
DYNACORE HOLDINGS: Asks Judge Walsh to Extend Exclusivity to November 21

EINSTEIN/NOAH BAGEL: Files Lawsuit Against New World for Timing of Bid
ETS PAYPHONES:  Case Summary and 19 Largest Unsecured Creditors
ETS VENDING:  Case Summary and 13 Largest Unsecured Creditors
FAR WEST: S&P Affirms Insurer's BBpi Financial Strength Rating
FRUIT OF THE LOOM: Update About Class Action Lawsuits Against Debtors

GAYLORD CONTAINER: Moody's Junks Senior Notes & Says Outlook is Negative
GENCOR INDUSTRIES: Announces Agreement With Lenders To Reorganize Its Debts
GENESIS/MULTICARE: Committee's Application To Employ PSZYJ As Local Counsel
GNI GROUP: Texas Waste Management Concern Seeks Chapter 11 Relief
GREATE BAY: Brings Kozlov Seaton on to Work with Casino Control Commission

HARNISCHFEGER INDUSTRIES: Exclusive Period Extended to October 26
HEILIG-MEYERS: Court Approves New Credit Program and GOB Sale Plan
JITNEY JUNGLE: Administrative Insolvency Rumors Bubble to the Surface
JITNEY JUNGLE: Announces Closure of Delchamps Store at New Orleans
KITTY HAWK: Says Committee's Pursuit of Avoidance Actions is Premature

LOEWEN GROUP: Stipulation Modifies Stay To Permit Distribution Of Escrow
MARVEL ENTERPRISES: Shareholders to Convene in New York on Sept. 28
NEUROMEDICAL SYSTEMS: Committee Objects to Enlarging Bar Date
NIAGARA MOHAWK: Further Details Emerge About Merger Pact with National Grid
PRISON REALTY: Shareholders Approve Merger Deal with CCA

RANDALL'S ISLAND: First Republic Bank Objects to Exclusivity Extension
SAFELITE GLASS: Financial Restructuring Approved by Delaware Court
SAFETY-KLEEN: Asks for Approval of Employment Agreement With Grover Wrenn
STELLEX TECHNOLOGIES: Files Chapter 11 Petition & Lines-Up $36MM DIP Loan
STELLEX TECHNOLOGIES: Case Summary and 30 Largest Unsecured Creditors

SUN HEALTHCARE: SunScript Selling 2 Pharmacies in South Carolina for $800K

                                *********

919 FEE ASSOCIATES: Disclosure Statement Set for October 3
----------------------------------------------------------
On July 30, 2000, 919 Fee Associates LP and 919 Third Avenue Associates LP
filed a proposed Chapter 11 plan of reorganization with the Southern
District of New York. The plan provides for a restructuring of the debtors'
assets and liabilities. Beginning on July 26, 2000 the debtors solicited
acceptances of the plan from 919 Third Avenue LLC, the only creditor who is
impaired under the plan.

A hearing to consider the approval of the Disclosure Statement will be held
before the Honorable Stuart M. Bernstein, on October 3, 2000 at 10:00 AM.

Objections to the Disclosure statement must be filed so as to be received
by the following on or before September 28, 2000, 5:00 PM.

      Parker Chapin LLP, New York, NY
      Attorneys for the debtors

      Fried, Frank, Harris, Shriver & Jacobson, New York, NY
      Counsel for 919 Third Avenue LLC

      Office of the United States Trustee
      New York, NY

A hearing to consider confirmation of the plan has been set immediately
following the Disclosure Statement Hearing.


ABRAXAS PETROLEUM: Outlines Potential Common Share Dilution From CVRs
---------------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced a significant reduction
in the potential future dilution of its common stock associated with the
Company's Contingent Value Rights ("CVRs").

Based on recent trading price levels of Abraxas stock, the potential number
of issuable new shares under the CVRs has been permanently reduced by 37%,
down to 16.7 million shares from 26.4 million shares on the last valuation
in May of this year. Since year-end, potential dilution has been reduced by
79%. If a valuation equal to last Friday's closing price of $3.38 was
utilized, the potential dilution would be further reduced by 5.7 million
shares or 34%, down to 11.0 million shares.

As part of the Company's debt for equity exchange offer completed in
December of 1999, Abraxas issued CVRs, the term of which provided that
holders thereof could receive additional common stock up to a total of
104.4 million shares depending on the trading price of the Company's common
stock over time. Subsequent to the issuance of the CVRs, Abraxas' common
stock traded at an average price per share of $2.15 for 30 days of the 45-
day trading period ended May 5, 2000. This trading price had established
the maximum number of potentially issuable shares at 26.4 million in
December of this year. Subsequent to this May valuation, the stock traded
at an average price of $2.79 for the trading period ended Sept. 8, 2000.

This price results in the calculation of potential dilution at 16.7 million
as discussed above. At any time before Dec. 21, 2000, or at the Company's
option May 21, 2001, if the Company's stock trades for a 30-day average
price (in a 45-day trading period) above the current level, potential
dilution will be further reduced or could be eliminated in total. The CVRs
will terminate if the trading price (30-day average) of Abraxas common
stock exceeds certain target prices. The target price on any given date
will equate to $5.03 plus daily interest at an annual rate of 11.5%
accruing since Nov. 1, 1999. On Dec. 21, 2000, the target price will be
$5.68 and on May 21, 2001, the target price will be $5.97.

Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural
gas exploration and production company that also processes natural gas. It
operates in Texas, Kansas, Wyoming and western Canada.


AMERICAN AIRCARRIER: Aviation Maintenance Firm Completes $7.4M Engine Sale
--------------------------------------------------------------------------
The ailing aviation maintenance company, American Aircarriers Support Inc.
(Nasdaq: AIRS) recently completed the sale of an engine package amounting
to $ 7.4 million, according to a report from the Charlotte bizjournals.com.
The money will be used to reduce its debt and to be added to the working
capital.

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


AMERICAN ECO: Committee Taps Walsh, Monzack and Monaco as Counsel
-----------------------------------------------------------------
The Committee of Unsecured Creditors of American Eco Corporation, et al.
seeks court authority to employ and retain the firm of Walsh, Monzack and
Monaco, PA.

If approved, the firm will render the following professional services:

    a) Generally attend hearings pertaining to the case, as necessary;

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

    c) Communicate with AK&O, the Committee's lead counsel, as necessary;

    d) Communicate with and advise the Committee and periodically attend
       meetings of the Committee, as necessary;

    e) Provide expertise on the substantive law of the State of Delaware and
       procedural rules and regulations applicable to these cases.

The rates applicable to the principal attorneys and paralegal proposed to
represent the Committee are:

         Francis A. Monaco, Jr.         $285 per hour
         Joseph J. Bodnar               $225 per hour
         Kevin J. Mangan                $185 per hour


AMERICAN GAMING: Discloses Name Change, New Directors & Reverse Stock Split
---------------------------------------------------------------------------
American Gaming & Entertainment, Ltd., is advising its stockholders of the
following events:

1) The election of Frank Fisbeck and Douglas E. May as directors of the
company, who, together with Mr. David McLane, a current director of
the company, will constitute a majority of the directors of the company.

2) A proposed 1 for 6 reverse stock split. As a result of the reverse
stock split, each share of the company's current common stock, $0.01
par value would be reclassified into 0.1667 of a share of new
common stock, $0.01 par value; and

3) The proposed amendment and restatement of the company's Certificate of
Incorporation to reflect the reverse stock split and to provide for

    (a) changing the name of the company to "WOW Entertainment, Inc.",

    (b) decreasing the number of authorized shares of capital stock to one
        hundred fifty one million (151,000,000), consisting of one hundred
        fifty million 150,000,000) shares of common stock and one million
        (1,000,000) shares of preferred stock,

    (c) eliminating current Article Tenth, which refers to gaming license
        issues, and

    (d) eliminating the Certificates of Designation of Series A Preferred
        Stock, Series C Cumulative Preferred Stock, Series D Cumulative
        Preferred Stock and Series E Preferred Stock.

The company is not asking for stockholder approval and expects the
Elections will become effective no more than ten (10) days after the
mailing of the Information Statement to each stockholder who would be
entitled to vote at a meeting for election of directors, which effective
date is anticipated to be on or about September 22, 2000.

Under Section 228 of the General Corporation Law of the State of Delaware,
action by stockholders to approve the Proposals may be taken without a
meeting by written consent of the holders of the requisite percentage of
the shares of capital stock of the company entitled to vote thereon.
Messrs. David B. McLane, John F. Fisbeck and Carter M. Fortune
(collectively, the "Control Group") have each executed a written consent
approving the Proposals as of September 1, 2000. The Control Group owns
343,561,540 shares of common stock (with one vote per share) representing
approximately 91.7% of the total voting power of the company as of
September 1, 2000.

The company expects the Proposals will become effective twenty (20) days
after the mailing of the Information Statement and upon the filing of a
Restated Certificate of Incorporation with the State of Delaware, each of
which is anticipated to be on or about October 2, 2000.

The Elections and the Proposals are more fully described by accessing
http://www.sec.gov/Archives/edgar/data/851249/0000926274-00-000423.txton  
the Internet, free of charge.



BLUE RIDGE: Case Summary
------------------------
Debtor:  Blue Ridge Capital Corporation
          4311 Oak Lawn Avenue
          Suite 640
          Dallas, TX 75219

Chapter 11 Petition Date:  September 7, 2000

Court:  Eastern District of Illinois

Bankruptcy Case No.:  00-26143

Judge:  Jack B. Schmetterer

Debtor's Council:  Chris Horway, Esq.
                    Gould & Ratner
                    222 N. LaSalle St
                    Chicago, IL 60601
                    (312) 236-3003

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


BLUESTAR BATTERY: Releases Disappointing 3Q Results in Midst of CCAA Filing
---------------------------------------------------------------------------
BlueStar Battery Systems International Corp. (CDNX: BHW) announced that
revenues from continuing operations for the nine months ended June 30, 2000
were $78.1 million, compared to $107.9 million for the same period last
year. Revenues from continuing operations for the third quarter were $23.5
million, a decrease of 25% compared to $31.2 million for the corresponding
period in 1999. The decrease in revenues for the period ended June 30, 2000
was primarily due to liquidity issues created by certain bank defaults that
resulted in a lack of working capital to purchase new inventory and the
result of exiting relationships with lower-margin suppliers and customers.

EBITDA (earnings (loss) before interest, taxes, depreciation and
amortization, and one-time items) was a $1.8 million loss for the nine-
month period, as compared to income of $3.3 million for the same period in
1999. EBITDA was a $2.3 million loss for the three-month period ended June
30, 2000, as compared to income of $0.9 million for the same period in
1999, resulting from the lower revenue.

"During the third quarter we took significant steps to reduce debt and to
restructure and streamline BlueStar's operations," said Marty R. Kittrell,
BlueStar's Executive Vice President of Finance and Administration and
member of the Board of Directors. "The restructuring process that began
with the recruiting of new management in February has continued through the
third quarter of fiscal 2000. While we have significantly reduced the size
of our balance sheet, we still must restructure certain liabilities to
ensure the long-term viability of the company. To achieve this the Board of
Directors decided it was necessary to carry out a plan of compromise and
arrangement for BlueStar and its Canadian subsidiary under the Companies'
Creditors Arrangement Act (CCAA). Our CCAA filing was made on September 5,
and with our creditors' support, we hope to complete the process before the
end of the year."

Mr. Kittrell continued, "The Company has utilized the services of Silverman
Consulting, a corporate turnaround firm, to assist the Company with the
turnaround of its Canadian operations. Working with Silverman, the Company
has taken several actions, including reducing the number of employees in
Canada and selling the assets of seven branches of the Canadian
distribution network. We also recorded a provision to eliminate the
goodwill in the Canadian subsidiary during the third quarter of
approximately $28 million. The Company completed the sale of the assets of
the seven branches on September 1, 2000. In addition, the Company has
included in its third quarter results charges of approximately $7.9 million
for recording provisions for accounts receivable and excess or obsolete
inventory, and the write-down of the computer system and other deferred
costs."

Mr. Kittrell continued, "The Company continues to focus on its core
business of distribution in the automotive aftermarket and developing its
e-commerce business opportunities. This strategy has required the
organization to assess its portfolio of business units. As previously
announced, during the third quarter of fiscal 2000 the Company sold
BlueStar Battery Systems Corporation and BlueStar Advanced Technology
Corporation, the Company's specialty manufacturing and research and
development subsidiaries, to Eagle-Picher Technologies, LLC of Joplin,
Missouri. Their results of operations have been accounted for as a
discontinued operation. The Company also entered into an agreement with the
previous owner of the Company's California subsidiary to discontinue its
relationship with that subsidiary. Together, the sale of the battery
manufacturing business and the liquidation of the California subsidiary
resulted in one-time losses of $19.5 million during the third quarter, but
generated a significant reduction in debt and working capital for the
Company which will enable management to better allocate future cash flows
to the Company's core distribution and e-commerce initiatives."
Mr. Kittrell continued, "Sales, general and administrative expenses
increased for the period ended June 30, 1999 to June 30, 2000, primarily as
a result of the increased level of activities at the new head office in
Raleigh, NC, the winding down of activities in Surrey, BC, and investments
in our e-commerce activities."

"Overall we are committed to improving our remaining distribution business.
We are currently implementing the turnaround plan for the Canadian
distribution business. In addition, we have focused our attention on cash
flow and working capital management throughout the entire company.
Availability of product and customer service are our top priorities," added
Mr. Kittrell.

James A. Risher, Chairman and Chief Executive Officer stated, "We are
pleased that we were able to complete the sale of the Company's specialty
manufacturing and research and development subsidiaries, and the
liquidation of the California subsidiary, in a timely manner. These two
significant transactions will better focus the Company on its core business
of distribution and its e-commerce initiative. Upon a successful
restructuring of the Canadian companies under CCAA, we will be a more
focused distribution company with less debt and a greater ability to invest
in developing Pano8(SM)."

Pano8(SM) is BlueStar's new business-to-business (B2B) e-commerce system
that provides timely, comprehensive information, including ordering,
tracking and core recovery. It features comprehensive audio and video
information such as electronic catalogs, schematics, technical information,
sales tips, training videos and audio instruction. With the B2B system
operational, BlueStar will focus on building its customer base in North
America, a large market opportunity for the company.

BlueStar is one of North America's largest integrated networks for power
and charging systems, providing supplier and customer participants with
sales, marketing, distribution and support capabilities. The Company,
through its electronic commerce network, markets over 5,000 different
battery products and automotive electric components from many of the
world's finest suppliers. BlueStar continues to enhance its product lines
through further strategic alliances with the world's leading manufacturers,
along with the strengthening of the BlueStar participant network throughout
North America. BlueStar's common stock trades on the Canadian Venture
Exchange under the symbol BHW.


CANFIELD ELECTRIC: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor:  Canfield Electric, Inc.
          1546 Bourbon Parkway
          Streamwood, IL 60107

Chapter 11 Petition Date:  August 30, 2000

Court:  Northern District of Illinois

Bankruptcy Case No:  00-25338

Judge:  Ronald Barliant

Debtor's Council:  Arthur G. Simon, Esq.
                    Dannen, Crane, Heyman & Simon
                    Suite 1540
                    135 South LaSalle Street
                    Chicago, IL 60603-4297
                    (312) 641-6777

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

20 Largest Unsecured Creditors:

Evergreen Oak Electric                    $ 226,599
  
Cattaneo Electric Company                 $ 117,932

Paramont Electric Supply Inc.             $ 112,513

Electrical Insurance Trustees              $ 92,448

Horizon Contractors Inc.                   $ 76,535

Brook Elec Distribution                    $ 53,725

Grinnell Fire Protection Sys               $ 50,560

Select Engineered Systems, Inc.            $ 22,902

Ced/Efengee Electrical Supply              $ 19,309

Electrical Fasteners Co., Inc.             $ 16,677

Amperage Electrical Supply                 $ 10,430

Advanced Systems Technology                $ 10,027

Kramer Datapower, Inc.                      $ 6,942

Nat'l Elec'l Bnt Fd L/134                   $ 6,727

Steiner Electric Supply                     $ 5,744

Select Engineered Systems, Inc.             $ 4,710

Communications Supply Corp.                 $ 4,284

Graybar Electric Co., Inc.                  $ 3,817

J&A Sheet Metal Shop, Inc.                  $ 2,558

GE Supply Co.                               $ 2,307


CELLNET DATA: Amended and Restated Liquidating Plan Effective September 12
--------------------------------------------------------------------------
CellNet Data Systems, Inc. (OTC: CNDSQ) and CellNet Funding, LLC (OTC:
CNDPQ) announced that their Amended and Restated Joint Consolidated
Liquidating Plan of Reorganization dated as of July 11, 2000, as approved
by the Bankruptcy Court on August 16, 2000, became effective on September
12, 2000.

Cellnet's outstanding Common Stock (CUSIP # 15115M 10 1) and its 14% Senior
Discount Notes Due 2007 (CUSIP # 15115M AL 5) have been cancelled and de-
registered. CellNet has filed a Form 15 (Certification and Notice of
Termination of Registration) with respect to the Common Stock and the
Senior Discount Notes under the Securities Exchange Act of 1934.

Under the Liquidating Plan of Reorganization, holders of the Common Stock
will receive no distributions. The Common Stock is therefore worthless.
Under the Liquidating Plan of Reorganization, holders of the Senior
Discount Notes will receive a portion of the principal and accreted
interest due to them. The exact amounts payable to holders of the Senior
Discount Notes are yet to be determined and will depend upon the resolution
of pending claims and administrative expenses. Holders of the Senior
Discount Notes however will receive an initial partial distribution of
amounts due to them this month.

Funding's outstanding 7% Exchangeable Preferred Securities Mandatorily
Redeemable 2010 (CUSIP # 150945 20 2) have been cancelled and de-
registered. Funding has filed a Form 15 (Certification and Notice of
Termination of Registration) with respect to the Preferred Securities under
the Securities Exchange Act of 1934.

Under the Liquidating Plan of Reorganization, holders of the Preferred
Securities will receive no distributions. The Preferred Securities are
therefore worthless.

Holders of allowed claims against the consolidated estate in bankruptcy
will receive distributions beginning this month in accordance with the
provisions of the Liquidating Plan of Reorganization.


CHS ELECTRONICS: Journey Holdings to Continue Managing European Operations
--------------------------------------------------------------------------
By order entered on August 3, 2000, the US Bankruptcy Court, Southern
District of Florida extended the pre-petition Management Agreement
between CHS Electronics, Inc. and Journey Holdings, Ltd. now known as
Europa It ApS in order for the debtor to effectuate its fourth amended
liquidating plan of reorganization. Journey will perform supervisory and
managerial services relating to all aspects of the business and affairs of
the European operating subsidiaries of CHS.


CLARIDGE HOTEL: Seventh Interim Order Authorizing Use of Cash Collateral
------------------------------------------------------------------------
By order entered on August 28, 2000, The Claridge at Park Place,
Incorporated, and The Claridge Hotel and Casino Corporation are authorized
to use cash collateral for the purposes and to the extent set forth in the
Cash Collateral Budget plus an amount not to exceed a variance of 20% for
any line item in the Budget, so long as the sum of such variances does not
exceed 10% of the aggregate amount of the Cash Collateral Budget.

As of the Petition Date, $85 million in principal plus accrued interest was
outstanding on the 11 3/4% First Mortgage Notes due 2002. AS collateral for
its obligations under the Notes, The Claridge Hotel and Casino Corporation
has pledged all of the outstanding shares of capital stock of The Claridge
at Park Place, Incorporated.

The Claridge at Park Place, Incorporated has pledged the casino assets, and
assigned a second lien wraparound mortgage over the Hotel Assets granted to
it by the partnership, Atlantic City Boardwalk Associates, LP, one entity
of the casino's operations. The partnership has also granted a first lien
non-recourse mortgage over the Hotel Assets to secured the notes.

Pursuant to its weekly cash projections, the debtors plans for the week
ended October 27, 2000 a total cash balance of $20,100,419 compared to a
projection of $18,894,136 for the week ended September 15, 2000.

Co-counsel for the debtors are John V. Fiorella and Stephen M. Packman of
Archer & Greiner. Counsel for the Bank of New York, as Indenture Trustee is
Hollace T. Cohen of Whitman Breed Abbott & Morgan LLP. Counsel for the
Official Unsecured Creditors' Committee is Eric A. Browndorf of Cooper
Perskie April Niedelman Wagenheim & Levenson and attorneys for the Official
Secured Noteholders Committee is Michael J. Viscount of Fox, Rothschild
O'Brien & Frankel.


COMMERCIAL FINANCIAL: Judge Rasure Extends Exclusive Period to Oct. 13
----------------------------------------------------------------------
The Honorable Dana L. Rasure, US Bankruptcy Court, Northern District of
Oklahoma entered an order approving the extension of the exclusive period
of Commercial Financial Services, Inc. and CF/SPC NGU, Inc. to file plans
of reorganization through and including October 31, 2000.

The court also approved an extension for the debtors to solicit acceptances
to their plans of reorganization through and including December 31, 2000.


CRIIMI MAE: Declares Stock Dividend for Common Shareholders
-----------------------------------------------------------
The board of directors of CRIIMI MAE Inc. (NYSE: CMM) last September 11,
2000, declared a stock dividend for common shareholders of record as of
October 27, 2000. The dividend will be payable on November 13, 2000 in up
to an aggregate of 3.76 million shares of a new series of $10 face value
Series G Redeemable Cumulative Dividend Preferred Stock (the "Series G
Dividend Preferred Stock") (NYSE: CMM-PrG). The purpose of the stock
dividend is to distribute approximately $37.5 million, or 60 cents per
common share, in 1999 taxable income in order to satisfy the Company's Real
Estate Investment Trust ("REIT") distribution requirements and to eliminate
any federal income tax obligation for 1999.

Common shareholders as of the record date will be entitled to receive for
each share of common stock held 6/100ths of a share of the new Series G
Dividend Preferred Stock (i.e., six shares of Series G Dividend Preferred
Stock for every 100 shares of common stock held). Series G Dividend
Preferred Stock will be issued in whole shares, with shareholders receiving
cash from the transfer agent for their fractional share interests at a
price equal to the average sales price of all aggregated fractional shares
sold by the transfer agent, less transaction costs. The Series G Dividend
Preferred Stock will be convertible into shares of common stock during a
period of 10 consecutive trading days commencing on February 21, 2001.
Conversions will be based on the volume-weighted average of the sale prices
of the common stock for the 10-trading days prior to the date converted,
subject to a floor of 50% of the volume-weighted average of the sale prices
of the common stock on November 13, 2000. At the end of the conversion
period, March 6, 2001, all conversion rights of Series G Dividend Preferred
shareholders will expire.

Holders of Series G Dividend Preferred Stock will be entitled to receive,
when declared by the Board of Directors, cumulative dividends, payable in
cash or common stock (or a combination thereof) at the Company's option, at
an annual rate of 15%. The Series G Dividend Preferred Stock will be
redeemable, in whole or in part, at the Company's option, at any time after
issuance at a price of $10.00 per share.

For a more complete description of the relative rights and preferences of
the Series G Preferred Stock, including conversion, dividend payment and
redemption terms, reference is made to the Articles Supplementary to the
Articles of Incorporation pertaining to the Series G Preferred Stock, which
will be filed as an exhibit to a Current Report on Form 8-K with the
Securities and Exchange Commission (the "SEC").

Since filing for protection under Chapter 11 of the U.S. Bankruptcy Code on
October 5, 1998, CRIIMI MAE has suspended its loan origination, loan
securitization and CMBS acquisition businesses. The Company continues to
own a substantial portfolio of subordinated CMBS and, through its servicing
affiliate, acts as a servicer of commercial mortgage loans. While the
Company is in bankruptcy, the symbol for the Series G Dividend Preferred
Stock will appear as QCMM Pr G on the NYSE tape.

The United States Bankruptcy Court for the District of Maryland, Greenbelt
Division has scheduled a confirmation hearing for November 15, 2000 on
CRIIMI MAE's Third Amended Joint Plan of Reorganization dated July 21, 2000
(the "Plan"). Copies of the Plan and the Company's disclosure statement
will be distributed no later than September 20, 2000 and all classes of
claims and interests that are impaired will be entitled to vote on the Plan
on or before October 20, 2000. The record date for holders of common stock,
preferred stock and 9 1/8% senior notes and for general unsecured creditors
entitled to vote to accept or reject the Plan is September 5, 2000.

More information on CRIIMI MAE is available on its Web site --
www.criimimaeinc.com -- or for investors, call Susan Railey, 301-468-3120.


DIMAC HOLDINGS: Employing Arthur Andersen as Auditors & Tax Consultants
-----------------------------------------------------------------------
Dimac Holdings, Inc., et al., seek court authority to employ Arthur
Andersen LLP as auditors and tax reporting consultants to the debtors.
In its capacity as auditor and tax reporting consultants, Andersen will
provide inter alia the following services:

    a) Perform statutory financial statement audits and related audit and
       accounting services;

    b) Research, analyze and advise with regard to a variety of audit
       issues;

    c) Perform tax services arising in connection with Andersen's auditing
       services; and

    d) Perform non-restructuring corporate tax services.

The firm states that its total fee billings related tot he September work
will not exceed $323,000 and they estimate their fee billings to be in the
range of $298,000 to $313,000. The total fee billings related to the
December work will not exceed $155,000. Within one year prior to the
Commencement Date, the debtors paid Andersen approximately $800,000 in the
aggregate in the ordinary course of their business for services rendered
and expenses. Andersen expects to negotiate fixed--fee or reduced hourly
billing rate arrangements with the debtors for certain audit and tax
reporting services.


DYNACORE HOLDINGS: Asks Judge Walsh to Extend Exclusivity to November 21
------------------------------------------------------------------------
Dynacore Holdings Corporation seeks an extension of the exclusive periods
during which the debtor may file a plan of reorganization and solicit
acceptances of such plan by approximately 82 days from the original
expiration dates up to and including November 21, 2000 (for filing) and
January 19, 2001 (for solicitation).

This is the debtor's first request for extensions of the debtor's
exclusivity periods. The debtor have thousands of creditors and equity and
debt security holders and are parties to numerous leases and executory
contracts. Despite the size and complexity of these cases, the debtor has
devoted significant time to plan development and negotiation.

The sale of a significant portion of the debtor's assets closed on June 30,
2000. The debtor intends to file a plan and Disclosure Statement in the
next several days, and a hearing on confirmation of the plan is tentatively
scheduled for November 21, 2000, subject to the court's approval at the
disclosure statement hearing, which is scheduled for October 2, 2000.

The debtor hopes to confirm the plan during the requested extension.
A hearing on the motion has been set before the Honorable Peter J. Walsh,
US Bankruptcy Court, District of Delaware on October 2, 2000 at 2:00 PM.


EINSTEIN/NOAH BAGEL: Files Lawsuit Against New World for Timing of Bid
----------------------------------------------------------------------
According to a Dow Jones report, Einstein/Noah Bagel Corp. (ENBXQ) filed a
lawsuit alleging New World Coffee - Manhattan Bagel Inc. (NWCI) for
hindering the merger to add weight to Einstein/Noah's reorganization.
Einstein/Noah filed a motion in Phoenix forcing New World to cover for the
damages done by notice circulation of turning down the merger to creditors.
The motion states, "New World, a competitor and disappointed suitor of the
debtors, deliberately timed the public disclosure of, and use of the
terminology referred to an 'alternative plan' and a 'New World Plan,' in
order to confuse and improperly influence creditors and interestholders and
improperly solicit rejections of the (Einstein/Noah's) plan in order to
derail the prompt confirmation and consummation of the (Einstein/Noah's)
plan." New World Chief Executive Ramin Kamfar had no comment.

Einstein/Noah added that they're the only one authorized and permitted to
file an "alternative plan" and solicit acceptances and, New World isn't.
The Golden, Colo.-based Einstein/Noah filed for bankruptcy protection under
Chapter 11 in April 27 listing assets of $316 million and debts of $213
million.


ETS PAYPHONES:  Case Summary and 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor:  ETS Payphones, Inc.
          1490 Westfork Drive
          Suite G
          Lithia Springs, Georgia 30122

Subsidiary:  PSA, Inc.

Chapter 11 Petition Date:  September 11, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03571

Debtor's Council:  Brendan L. Shannon, Esq.
                    Young, Conaway, Stargatt & Taylor, LLP
                    11th Floor 1100 North Market Street
                    Wilmington, Delaware 19801
                    (302) 571-6696

Total Assets:  More Than $ 100 Million
Total Debts :  More Than $ 100 Million

19 Largest Unsecured Creditors

Verizon
Box 31122
Tampa, FL 38631-3122                                $ 744,152

Bell South
P.O. Box 33009
Charlotte, NC 27272              Trade Debt         $ 588,787

Southwestern Bell
370 3rd Street, Room 411
San Francisco, CA 94107          Trade Debt         $ 382,530

Jean S. Hale
9480 Mistwater Close
Roswell, GA 30076                Trade Debt         $ 300,000

GTE                              Trade Debt         $ 246,398

Sprint                           Trade Debt         $ 238,253

NYC Department of Finance                           $ 230,014

Wallace Johnson                  Trade Debt         $ 230,000

BekTel Incorporated              Trade Debt         $ 223,858

US West Communications, Inc.     Trade Debt         $ 218,359

Alvin H. Clarke, Jr.             Trade Debt         $ 217,000

North American Telecom           Trade Debt         $ 214,286

Carolyn Smith                    Trade Debt         $ 195,750

William W. Duebber               Trade Debt         $ 192,000

Legends Communications, Inc.     Trade Debt         $ 186,790

Herbert Cooley                   Trade Debt         $ 182,250

Erma Phelps-Spruill              Trade Debt         $ 168,000

Troy Scoggins                    Trade Debt         $ 148,500

Mariam M. Lamont                 Trade Debt         $ 144,000


ETS VENDING:  Case Summary and 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:  ETS Vending, Inc.
          1490 Westfork Drive
          Suite G
          Lithia Springs, GA 30122

Affiliate:  PSA, Inc.

Chapter 11 Petition Date:  September 11, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03572

Debtor's Council:  Brendan L. Shannon, Esq.
                    Young, Conaway, Stargatt & Taylor, LLP
                    11th Floor 1100 North Market Street
                    Wilmington, Delaware 19801
                    (302) 571-6696

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

13 Largest Unsecured Creditors

Bell South                     Utility Services         $ 3,330

Alltell Corporation            Utility Services         $ 1,994

Automated Financial, LLC       Trade Debt               $ 1,121

Golden Pantry                  Commissions              $ 1,000

Kenneth Farmer Advertising     Advertising Expenses       $ 576

Sprint                         Utility Exch Svc           $ 529

GSP Marketing Technologies     Trade Debt                 $ 514

Naylor Publications, Inc.      Trade Debt                 $ 489

Plant Telephone                Lcl Exch Svc               $ 421

Office Depot                   Office Supplies            $ 409

TPL, Inc.                      Office Equipment           $ 262

TDS Telecom                    Lcl Exch Svc               $ 191

GTE                            Lcl Exch Svc               $ 121


FAR WEST: S&P Affirms Insurer's BBpi Financial Strength Rating
--------------------------------------------------------------
Standard & Poor's today affirmed its double-'Bpi' financial strength rating
on Far West Insurance Co. (Far West).

The affirmation reflects the company's continued weak and volatile
earnings, marginal liquidity, and deteriorating capitalization.
Far West is licensed in 44 states and the District of Columbia. The
company's business focus is on surety bonds, with a major concentration on
writing contract performance bonds and a minor amount of homeowners
insurance. Far West and its parent company, Amwest Surety Insurance Co.,
are members of Amwest Insurance Group Inc., a publicly traded insurance
holding company (AMEX:AMW). Far West commenced operations in 1983.

Major Rating Factors:

    -- Far West's capitalization has deteriorated over the course of the
past two years. Though still considered healthy, capitalization was 206% at
year-end 1999 under Standard & Poor's capital adequacy ratio, a drop from
300% at year-end 1999.

    -- The company's underwriting performance in 1999 was poor, with losses
amounting to $1.15 million. This was partially offset by investment income,
which decreased the total net loss to $0.5 million.

    -- The company has enjoyed strong growth in direct premiums over the
course of the past five years, which have increased to $13.8 million at
year-end 1999 from $1.9 million at year-end 1995.

    -- Continued net losses and a marginal liquidity ratio of 75.9% might
limit the company's ability to meet large, unanticipated cash demands and
strain the overall financial strength of the company.

As a member of Amwest Insurance Group Inc. the company's (NAIC: 42633)
rating is supported by its parent company , Amwest Surety Insurance Co.,
rated double-'Bpi'.


FRUIT OF THE LOOM: Update About Class Action Lawsuits Against Debtors
---------------------------------------------------------------------
On July 1, 1998, the New England Health Care Employees Pension Fund filed
a purported class action on behalf of all those who purchased FTL, Inc.
Class A Common Stock and publicly traded options between July 24, 1996 and
September 5, 1997, against the Company and William F. Farley, Bernhard
Hansen, Richard C. Lappin, G. William Newton, Burgess D. Ridge, Larry K.
Switzer and John D. Wigodsky, each of whom is a current or former officer
of the Company, in the United States District Court for the Western
District of Kentucky. The plaintiff claims that the defendants
engaged in conduct violating Section 10(b) of the Securities Exchange Act
of 1934, as amended, and that the Company and Mr. Farley are also
liable under Section 20(a) of the Act. According to the plaintiff, the
Company, with the knowledge and assistance of the individual defendants,
made certain material misrepresentations and failed to disclose certain
material facts about the Company's condition and prospects during the
Class Period, causing the plaintiff and the class to buy Company stock or
options at artificially inflated prices. The plaintiff also alleges that
during the Class Period, the individual defendants sold stock of the
Company while possessing material non-public information. The plaintiff
asks for unspecified amounts as damages, interest and costs and ancillary
relief. The defendants filed a motion to dismiss the action, which was
denied. The defendants filed a motion to change venue from Bowling Green,
Kentucky, to Chicago, Illinois. That motion has been denied. All
defendants have filed an answer to the complaint. Discovery has been
initiated against the individual defendants and against certain third-
parties. The Company filed a motion in the Bankruptcy Court seeking to
enjoin further prosecution of the New England Action pending the
consummation of a plan of reorganization. The Company and counsel for the
plaintiff have reached agreement, subject to documentation and approval of
the Bankruptcy Court, to stay the New England Action at least until
January 15, 2001, subject to certain limited document discovery against
non-parties (other than any current or former officers and directors)
being permitted to proceed. Also, the plaintiffs may amend the complaint
to add additional parties. The action is not proceeding against the
Company at this time due to the automatic stay in the bankruptcy cases.

Management believes that the New England Action is without merit, and
management and the Company intend to defend it vigorously. Management
believes, based on information currently available, that the ultimate
resolution of this litigation will not have a material adverse effect on
the financial condition or results of the operations of the Company.

                              *   *   *

In March and April 2000, eight putative class actions were filed on behalf
of all those who purchased Fruit of the Loom, Inc. Class A common stock
between September 28, 1998 and November 4, 1999 against William F. Farley
and G. William Newton, each of whom is a current or former officer of the
Company, in the United States District Court for the Western District of
Kentucky. The lawsuits contain virtually identical allegations and assert
the same causes of action under the Securities Exchange Act of 1934, as
amended. The plaintiffs claim that the defendants engaged in conduct
violating Section 10(b) of the Act, and that Mr. Farley is also liable
under Section 20(a) of the Act. According to the plaintiffs in each
action, the defendants made certain material misrepresentations and failed
to disclose certain material facts about the Company's condition and
prospects during the alleged class period, causing the plaintiffs and the
class to purchase Company stock at artificially inflated prices. The
plaintiffs ask for unspecified amounts as to damages, interest and
costs and ancillary relief.

The eight putative class action lawsuits are:

    (A) Bernard Fidel v. William Farley, et al., Civil Action No. 1:00 CV-
        48M (W.D. Ky.), filed on March 22, 2000;

    (B) Tom Maiden v. William Farley, et al., Civil Action No. 1:00 CV-49M
        (W.D. Ky.), filed on March 27, 2000;

    (C) Adele Brody v. William Farley, et al., Civil Action No. 1:00 CV-
        50M (W.D. Ky.), filed on March 27, 2000;

    (D) Gregory Nespole v. William Farley, et al., Civil Action No. 1:00 CV-
        53M (W.D. Ky.), filed on March 29, 2000;

    (E) Deborah Dyckman v. William Farley, et al., Civil Action No. 1:00 CV-
        55M (W.D. Ky.), filed on March 30, 2000;

    (F) The Ezra Charitable Trust v. William Farley, et al., Civil Action
        No. 1:00 CV-56M (W.D. Ky.), filed on March 30, 2000;

    (G) Steven Clinton v. William Farley, et al., Civil Action No. 1:00 CV-
        59M (W.D. Ky.), filed on March 31, 2000;

    (H) Francis Olearczyk v. William Farley, et al., Civil Action No. 1:00
        CV-79M (W.D. Ky.), filed on April 27, 2000.

The Company filed a motion in the Bankruptcy Court to stay these putative
class actions pending consummation of a plan of reorganization. The
Company and counsel for the plaintiffs in the putative class actions have
reached agreement, subject to documentation and approval of the Bankruptcy
Court, to stay the putative class actions at least until January 15,
2001, with the following exceptions:

    (a) the plaintiffs shall be permitted to file amended complaints;

    (b) the parties may pursue the selection of a lead plaintiff, class
        certification and consolidation of any of the actions;

    (c) the time for defendants to answer or move with respect to any
        complaint shall be extended to October 31, 2000; and

    (d) the parties may pursue document discovery, subject to limitations,
        of certain non-parties other than the Company or current or former
        officers or directors.

(Fruit of the Loom Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GAYLORD CONTAINER: Moody's Junks Senior Notes & Says Outlook is Negative
------------------------------------------------------------------------
Moody's Investors Service confirmed the bank and senior debt ratings of
Gaylord Container Corporation (Senior Notes at Caa1) but changed the
outlook to negative. At the same time, Moody's lowered the rating of the
senior subordinated notes to Caa3. These rating actions are prompted by our
concerns that, given the recent weakness in the markets for containerboard,
Gaylord's cash from operations will weaken, and debt will continue to
increase, further stressing already marginal debt protection measurements.
The rating action on the senior subordinated debt reflects Moody's concerns
that, in the event of a default, investors may be subject to a significant
loss in principal.

Ratings Confirmed:

    * Gaylord Container Corp.
  
       (a) bank revolving credit facility - currently at B2

       (b) $125 million term loan - currently at B2

       (c) $225 million 9.75% senior notes due 07 - currently at Caa1

       (d) $200 million 9.375% senior notes due 07 - currently at Caa1

Ratings Lowered:

    * Gaylord Container Corp

       (a) $225 million 9.875 senior subordinated notes - to Caa3 from Caa2

Moody's notes that while Gaylord has recently repaid approximately $20
million in debt using the proceeds from its recent sale of emission
credits, debt levels at Gaylord have increased over the past several years,
primarily due to the need to fund continuing cash flow deficits stemming
from weak operating fundamentals. While we believe that, on average,
Gaylord is an average cost producer of linerboard and medium, the company's
debt level is so high that it appears that only in periods of high
containerboard pricing and strong demand is the company able to cover its
interest at the EBIT level. While industry pricing is now relatively
strong, the company has reduced production in order to maintain inventory
levels. We are concerned that Gaylord's already weak financial position
will be further stressed as it again borrows to cover operating and capital
expenses.

The revised rating on the senior subordinated notes reflect Moody's view
that the value of the facilities, either as a going concern or as asset
sales may be insufficient to cover the outstanding amount of debt once
creditors in superior positions have been repaid, and that these notes may
suffer a material loss in face value.

The negative outlook reflects Moody's concerns that should the market for
containerboard weaken further, Gaylord will continue to be in need of
additional borrowings to support its business. We note that Gaylord has
recently renegotiated its revolving credit facilities to loosen covenants
that it was in danger of breaching at the end of 2000. However, even with
these new covenants, Gaylord will again be at risk of a breach if
containerboard pricing falls much below $400 ton and the company does not
find outside funds to reduce debt levels.

Headquartered in Deerfield, Illinois, Gaylord Container Corporation is a
moderate sized integrated producer of containerboard and corrugated
containers, as well as a leading producer of kraft paper bags.


GENCOR INDUSTRIES: Announces Agreement With Lenders To Reorganize Its Debts
---------------------------------------------------------------------------
Gencor Industries Inc., The Orlando Sentinel reports, finally agreed with
its lenders to reorganize under the U.S. Bankruptcy Code for Chapter 11.
Both parties agreed they have a lot to loose if they continue arguing in
the court.  "Collectively, the group decided this was in the best interest
of getting the company back on solid footing," said John Elliott, Gencor`s
executive vice president. The Orlando-based manufacturer agreed to pay
lenders $7.4 million upfront and to repay the lenders more than $67 million
by March 31, 20001 after selling its CPM division.

Gencor Industries, Inc. was forced to file for involuntary petition under
Chapter 11 in April 5. Orlando-based Gencor manufactures equipment for
highway-asphalt production and animal feed.


GENESIS/MULTICARE: Committee's Application To Employ PSZYJ As Local Counsel
---------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Genesis Health Ventures,
Inc., sought and obtained the Court's approval of the Committee's
employment and retention Of Pachulski, Stang, Ziehl, Young & Jones P.C. as
their Local Counsel, pursuant to Rule 2002 of the Federal Rules of
Bankruptcy Procedure and section 102 of title 11 of the the Bankruptcy
Code.

The Committee anticipates that PSZYJ, as co-counsel to Akin, Gump, will
render services to Akin, Gump and the Committee throughout the course of
the GHV chapter 11 cases. The Committee believes that without the
professional assistance of PSZYJ, neither the Committee's evaluation of
the activities of the Debtors nor its meaningful participation in the
negotiation, promulgation, and evaluation of a plan or plans of
reorganization would be possible.

Specifically, PSZYJ will:

    (1) represent the Committee in Court;

    (2) prepare documents for filing in the Bankruptcy Court on behalf of
        Akin, Gump and the Committee; and

    (3) provide advice and assistance as needed by the Committee in
        coordination with Akin, Gump.

PSZYJ will be paid on an hourly basis for service rendered and will apply
for reimbursement of actual, necessary expenses and other charges
incurred. The principal attorneys and paralegals presently designated to
represent the Committee and its current standard hourly rates are:

                 Laura Davis Jones           $ 365
                 Samuel R. Maizel            $ 265
                 Rachel S. Lowy              $ 175

Ms. Laura Davis Jones, Esq., shareholder of PSZYJ, reveals that PSZYJ is
counsel to the Informal Committee of Senior Secured Bondholders in the
chapter 11 case of Fruit of the Loom, where members include The Bank of
New York and American General Investment Management. The case (99-04497)
is presently pending in the same Court as GHV.

PSZYJ is also counsel to the creditors' committee in the chapter 11 case
of Weststar Communications, Inc., where The Bank of New York, a member of
the GHV Committee, is a secured creditor. The case (93-3375-JJF) is
presently pending in the same court as GHV.

Ms Jones represents that PSZYJ is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code. Ms. Jones also assures
that if PSZYJ discovers additional information that requires disclosure,
PSZYJ will file a supplemental disclosure with the Court as promptly as
possible. (Genesis/Multicare Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GNI GROUP: Texas Waste Management Concern Seeks Chapter 11 Relief
-----------------------------------------------------------------
The GNI Group, Inc. announced that it and its six subsidiaries filed
voluntary petitions for Chapter 11 relief in the United States Bankruptcy
Court for the Southern District of Texas - Houston Division.

The Company also announced that it has finalized arrangements with its
senior secured lender for debtor-in-possession (DIP) financing to insure
continued operations while the company is reorganizing without
interruption.

Carl V Rush, Jr., President and Chief Executive Officer of the Company,
said, "While we are disappointed that we have to enter into a
reorganization, we feel that the discussions that we have had with our
bondholders and bank provide the foundation for a smooth transition and an
expedited formulation of a reorganization plan. The Company has engaged
Raymond James and Associates, Inc. to act as its financial advisor to
assist in evaluating options, including the possible sale of the Company,
as we move forward. In the interim, we intend to continue to provide the
same dependable services to our customers as we have in the past."

The GNI Group, Inc., headquartered in Deer Park, Texas, is engaged in
hazardous and non-hazardous waste management and in the manufacture of
specialty chemicals.


GREATE BAY: Brings Kozlov Seaton on to Work with Casino Control Commission
--------------------------------------------------------------------------
Greate Bay Hotel and Casino, Inc. applies for entry of an order authorizing
the debtor's employment of Kozlov Seaton Romanini Brooks & Greenberg as
special Casino Control Commission counsel. In particular the debtor seeks
to have the firm represent the interests of the debtor with respect to the
filing of a petition with the Casino Control Commission by a competitor,
Park Place Entertainment Corp. According to the debtor, Park Place is
apparently seeking a declaratory ruling from the Casino Control Commission
that its attempted acquisition of the Claridge Casino & Hotel will not
result in "undue economic concentration" under the Control Act. The debtor
does not agree and intends to oppose the petition. The firm will charge its
customary hourly rates for its legal services in this case, which,
according to the affidavit of Herschel Kozlov, a member of the firm, range
from $70 for paralegals to $370 per hour for his own services.


HARNISCHFEGER INDUSTRIES: Exclusive Period Extended to October 26
-----------------------------------------------------------------
"[T]he Debtors and their professionals are in the final stages of
preparing the plan and disclosure statement for filing," the legal team
led by James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Walsh. "The Debtors and their professionals are preparing a disclosure
statement that is approximately 180 pages, including a 60-page chart
describing the plan which includes 58 individual subplans." Some 40
Exhibits and Schedules are included in the draft document too. Although
the Debtors are anxious to deliver their mountain of paper to the Court,
the Debtors are disappointed to report that the content does not have the
Committees' support at this juncture.

Six significant issues, Mr. Sprayregen relates, are still the subject of
negotiation among the Debtors, the Harnischfeger Creditors' Committee and
the Beloit Creditors' Committee:

    * the allowance, priority and disposition of significant intercompany
      claims;

    * treatment of contingent letters of credit, sureties and guarantees;

    * potential issues related to ongoing pension obligations;

    * resolution of certain "intra" company claims [sic.];

    * resolution of potential intercompany preferences; and

    * treatment of certain contracts that may affect all Debtors.

Between HII creditors, on the one hand, and Joy and P&H creditors, on the
other hand, the value of the Debtors' equity is still a significant matter
of dispute.

The filing of a non-consensual plan, the Debtors are convinced, will lead
to chaos. Continued constructive negotiations to resolve the myriad of
important issues is, the Debtors believe, the best route. Extending the
Debtors' exclusive period will foster rather than hinder those
constructive negotiations, Mr. Sprayregen suggests.

The Debtors make it clear that the Beloit subplans will be liquidating
plans while the other subplans will outline a reorganization. The
liquidation analysis has been very difficult, because certain types of
claims make a liquidation require substantial analysis, including personal
injury claims, claims under divestiture agreements, retiree claims under
11 U.S.C. Sec. 1114. The valuation analysis is also time consuming,
complexified because Blackstone Group is continually refining its
valuation of the Debtors.

Accordingly, pursuant to 11 U.S.C. Sec. 1121, the Debtors sought and
obtained an extension of their exclusive period during which to file a
plan of reorganization through October 26, 2000, and a concomitant
extension of the time within which they have the exclusive right to
solicit acceptances of that plan through December 28, 2000. (Harnischfeger
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


HEILIG-MEYERS: Court Approves New Credit Program and GOB Sale Plan
-------------------------------------------------------------------
Heilig-Meyers Company (OTCBB: HMYRQ) announced that it has received Court
approval for its program to outsource its customer credit program. Today's
Court decision clears the way for the first major step towards the
reorganization of the nation's largest furniture chain. The Company has
finalized interim agreements with Household Financial, who will serve as
the primary credit provider, together with a series of secondary providers.
The Company expects to finalize a long-term agreement with Household
Financial within the next 60 days.

"We are extremely pleased with the outcome of the hearing and expect the
implementation of this new program, in our on-going stores, to be completed
over the next two weeks. While Heilig-Meyers has been running its own in-
house program for over 80 years, increased costs, including funding cost,
portfolio risk and administration does not allow for an adequate return on
the capital required to sustain the program in its historical manner," said
Donald S. Shaffer, Chief Executive Officer. "Additionally the elimination
of these costs and the absence of the need to fund the receivables should
dramatically improve our liquidity situation going forward," said Mr.
Shaffer.

The Company said that the combination of a third party provider with a
series of secondary providers should allow the Company to maximize sales
opportunities in its ongoing Heilig-Meyers stores. "The credit extension
process at the time of sale should be dramatically enhanced with the
combination of these third party providers in place. Ultimately it will be
a seamless process and entirely system driven much like the direction we
were heading in the Las Vegas and St. Louis test markets," said Mr.
Shaffer. Normalized revenues per store will likely be lower under the
outsourcing arrangement, however the sales given up through this
arrangement would primarily be those that were unprofitable under the in-
house program due to customer delinquency, defaults and high collection
costs.

"The new credit programs not only benefit the Company financially, they
also increase our ability to attract a broader base of customers through
the offering of a wider array of financing options that were not available
under our in-house program. In our Las Vegas and St. Louis test markets
customer response has been favorable to these credit alternatives," added
Mr. Shaffer.

Household/BCS has been the primary credit provider for the Company's 54
RoomStores since 1998. The positive customer response to this program is a
good indicator that the new credit program will be successful in the
Heilig-Meyers stores. The current RoomStores program will not be impacted
by the new Heilig-Meyers credit arrangement.

The Court also approved the Company's proposed liquidation program. The
Company has entered into an agreement with Great American Group, Gordon
Brothers Retail Partners, LLC and The Nassi Group, LLC to conduct
liquidation sales in the stores that the Company has identified for
closing. The closing sales will begin within the next week and are
scheduled to take 45 to 60 days to complete.

The Company also announced that as a result of the retention of
McGuireWoods LLP as special counsel to Heilig-Meyers during the bankruptcy
proceedings, Robert L. Burrus, Jr. Chairman of McGuire Woods has resigned
from the Heilig-Meyers Board of Directors.

The Company filed Chapter 11 petitions in the U.S. Bankruptcy Court for the
Eastern District of Virginia in Richmond for Heilig-Meyers Company, Inc.,
on August 16, 2000.

Heilig-Meyers is the nation's largest retail chain selling home furnishings
and related items. Customers may visit the Company's retail web sites at
www.heiligmeyers.com and www.roomstore.com .


JITNEY JUNGLE: Administrative Insolvency Rumors Bubble to the Surface
---------------------------------------------------------------------
F&D Reports' Scrambled Eggs publication reports that it has learned of an
interesting issue in Jitney Jungle's Chapter 11 Case pending before the
U.S. Bankruptcy Court in New Orleans, Louisiana. It appears, F&D says, from
discussions with bankruptcy professionals, that the Bankruptcy Judge
overseeing JJ's case generally will not allow a sale of substantially all
of the assets of a company in Chapter 11 (as allowed by Section 363 of the
US Bankruptcy Code) outside of a Plan of Reorganization. That means that
the Company must assure that a sale of the Company in pieces will generate
sufficient purchase prices to insure that all postpetition Administration
Claims are capable of being paid in full. If a Chapter 11 estate is
"administratively insolvent," a Chapter 11 Plan, even a liquidating plan,
cannot be confirmed. This fact, F&D suggests, may be the driving force to
what it's been hearing about a potential Plan for a reorganization
featuring a "substantial" number of stores backed by PPM America, holder of
the Junior Secured DIP Facility.


JITNEY JUNGLE: Announces Closure of Delchamps Store at New Orleans
------------------------------------------------------------------
Jitney Jungle Stores of America, Inc., based in Jackson, Miss., announced
the closing of their Delchamps store at 9921 I-10 Service Road, New Orleans
effective Friday, September 8, 2000.  They cited reasons for closure of the
store being unprofitable due to high shrink and other factors.  Jitney
currently has 23 stores operating in Louisiana. Employees of the closed
store were offered jobs in other locations.

Jitney Jungle currently operates 138 Supermarkets, 43 gas stations, and
10 Liquor stores in the marketing areas of Florida, Alabama, Mississippi,
and Louisiana.


KITTY HAWK: Says Committee's Pursuit of Avoidance Actions is Premature
----------------------------------------------------------------------
Kitty Hawk, Inc. et al. opposes the motion of the Creditors' Committee to
bring causes of action on behalf of the debtors arising from fraudulent
transfer claims. The debtors state that the Committee must show that the
debtors have unjustifiably refused to bring suit on a colorable claim
before the court can grant them standing. The debtors believe that the
Committee seeks authority to initiate litigation designed to avoid various
of the subsidiary debtors' guarantees of the Senior Notes, in whole or in
part, on fraudulent transfer theories.

The debtors have not refused to pursue the claims, nor are they unable to
do so because of conflicts, therefore, the debtors claim that the Committee
doesn't have standing to bring the actions.

The debtors believe that the court should delay its decision on the
Committee's motion until after the court has considered the settlement
incorporated in the plan. The debtors state that they have settled the
claims, therefore the Committee's motion is premature. The debtors say that
the Committee may disagree with the value of the settlement, but that is
now a confirmation issue.

The Committee argues that the Senior Note guarantees may be voidable
because the subsidiaries other than International may not have received
reasonably equivalent value in exchange of the guaranty obligation. The
motion, according to the debtors, fails to address the issue of whether the
guarantees rendered the debtors insolvent or left them with unreasonably
small capital. The debtors claim that substantial , contemporaneous, third
party assessments of the debtors' value at the time the debtors incurred
the Senior Note and guaranty obligations will have to be discredited to
demonstrate that the consolidated debtors were rendered insolvent by the
Senior Note obligation. The debtors state that litigating the Claims will
divert the debtors' limited resources, and may delay the debtors' exit from
bankruptcy. The debtors believe the go forward value for the creditors is
best preserved and enhanced by resolving the claims prior to confirmation
of a plan.

Under a liquidation, the recovery for unsecured creditors, other than
Noteholders is between 0% and 11.44%. Under the plan, the unsecured
creditors other than the Noteholders will receive 15% of the stock in the
Reorganized Debtor which the debtors currently estimate to have a value of
$22 million.

Assuming that allowed unsecured claims, other than Noteholder claims, are
around $65 million, each creditor will receive stock worth approximately
33% of its claim. This case costs the debtors approximately $1 million per
month in reorganization expenses. The debtors seek a quick emergence.

Attorneys for the debtors are Robert D. Albergotti, Sarah B. Foster and
John D. Penn of Haynes and Boone, LLP, Dallas, Tx., Austin, Tx. and Fort
Worth, Tx., respectively.


LOEWEN GROUP: Stipulation Modifies Stay To Permit Distribution Of Escrow
------------------------------------------------------------------------
LGII entered into an Escrow Agreement with Daniel Lowery in 1994 in
connection with LGII's acquisition of Garden Cemetery Management Co. A
$28,384.91 Escrow was deposited with attorneys at Long, Aldridge & Norman.
The Debtors and Mr. Lowery agree that the Escrow should be split with
$12,147.29 going to Mr. Lowery and $16,237.62 coming back to LGII.

At the parties' behest, and in the absence of any objection, Judge Walsh so
ordered a Stipulation memorializing this agreement, paving the way for
LA&N to terminate and distribute the Escrowed Funds. (Loewen Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARVEL ENTERPRISES: Shareholders to Convene in New York on Sept. 28
-------------------------------------------------------------------
The 2000 annual meeting of stockholders of Marvel Enterprises, Inc., a
Delaware corporation, will be held at 10:00 A.M., local time, on Thursday,
September 28, 2000 at the Loews New York Hotel, 2nd Floor, 569 Lexington
Avenue at East 51st Street, New York, New York, for the following purposes:

    1. To consider and vote upon a proposal to approve and adopt an
amendment to the company's restated certificate of incorporation proposed
by the company to eliminate the requirement which provides a fixed number
of the size of the Board of Directors.

    2. To elect ten directors of the company to serve until the company's
next annual meeting of stockholders and until the election and
qualification of their respective successors.

    3. To ratify the appointment of Ernst & Young LLP as the company's
independent accountants for the fiscal year ending December 31, 2000.

The Board of Directors has fixed the close of business on August 25, 2000
as the record date for determination of stockholders entitled to notice of,
and to vote at, the annual meeting.


NEUROMEDICAL SYSTEMS: Committee Objects to Enlarging Bar Date
-------------------------------------------------------
The Post-Confirmation Committee of Neuromedical Systems, Inc. by and
through its counsel, Blank Rome Comisky & McCauley LLP and Buchanan
Ingersoll Professional Corporation, files an objection to the motion of
Pharmaceutical Research Alliances Corp. ("PRAL") to enlarge the Bar Date,
on the grounds that PRAL failed to demonstrate excusable neglect and the
relief would be prejudicial to the debtor's estate.

At this time, the debtor's plan has been confirmed and the first interim
distribution was made three months ago. According to the Committee there is
no reserve for "unknown claims." If allowed, PRAL's claim would be one of
the largest unsecured claims in the case and would reduce the rest of
unsecured creditors recovery by approximately 5%.

Furthermore, the claims of excusable neglect have been made many months
after counsel to PRAL learned of the actual Bar Date,and after finding out
that the Bar Date had passed, PRAL failed to take any action until almost
one year later, when it filed its motion for enlargement of the Bar Date,
on August 17, 2000.


NIAGARA MOHAWK: Further Details Emerge About Merger Pact with National Grid
---------------------------------------------------------------------------
National Grid and Niagara Mohawk have signed a Merger Agreement under which
National Grid will acquire all of the outstanding shares of Niagara Mohawk
for a combination of New National Grid Shares and cash. The terms of the
agreement value each Niagara Mohawk Share at $19.00 and the equity of
Niagara Mohawk at approximately $3.0 billion ((pound)2.1 billion) and the
enterprise value of Niagara Mohawk at approximately $8.9 billion
((pound)6.1 billion), including net debt of approximately $5.9 billion
((pound)4.0 billion) as at 30 June 2000.

Niagara Mohawk is a focused transmission and distribution business with
limited non-core businesses. It is the second largest combined electricity
and gas utility in New York State serving over 1.5 million electricity and
over 540,000 gas customers. For the year ended 31 December 1999, Niagara
Mohawk reported earnings before interest, tax and depreciation of $1.3
billion on revenues of $4.1 billion and had net assets of $3.0 billion as
at that date.

The acquisition, according to the companies, will:

    a) build upon the proven success of National Grid's US strategy through
       the acquisition of NEES, its experience of introducing incentive
       based regulatory settlements and the integration skills demonstrated
       in the acquisition of EUA;

    b) provide substantial upside potential from a combination of:

       i)   synergies, where National Grid expects to generate annual cost
            savings of approximately $90 million, representing some 10 per
            cent of the enlarged group's electricity controllable cost base,
            within four years of completion with the objective of achieving
            savings of approximately 50 per cent of this amount in the first
            full financial year;

       ii)  improvement in the efficiency of Niagara Mohawk's core
            transmission and distribution operations to bring its operating
            performance into line with National Grid USA's; and

       iii) working with New York regulators to structure long term rate
            plans that benefit customers and shareholders and include
            incentives for cost control and good customer service;

    c) enhances National Grid's earnings per share, after the amortisation
       of goodwill, in the first full financial year after completion, and
       substantially enhances National Grid's cash flow per share
       immediately following completion;

    d) more than doubles the size of National Grid's US operations and
       reinforces its position as a leading player in the Northeast US,
       where it would own and operate the most extensive transmission
       network and be the second largest distribution business. The
       acquisition also creates the ninth largest electricity utility
       nationally;

    e) improves the profile of the enlarged National Grid group with more
       than half the group's operating profits after completion being
       derived from the US, where National Grid is able to achieve higher
       returns on investment than in the UK; and

    f) offers other potential upsides from:

       i)    the consolidation of National Grid and Niagara Mohawk's
             transmission networks which offers opportunities for delivering
             greater value to customers and shareholders in line with the
             Federal Energy Regulatory Commission's vision for independent,
             incentivised regional transmission organizations;

       ii)   the opportunity to extend National Grid USA's dark fibre
             telecommunications business into Niagara Mohawk's service
             territory; and

       iii)  Niagara Mohawk's minority investment in Telergy, a competitive
             local exchange carrier which, in contrast to National Grid
             USA's telecommunications business, provides integrated
             broadband telecommunications services to large corporates and
             other carriers in the Northeast US. Telergy has proposed to
             list its shares through an initial public offering.

Following Completion, Rick Sergel will continue as President and Chief
Executive Officer of the enlarged National Grid USA and William E. Davis
will be appointed Chairman of National Grid USA and will join the National
Grid board as an executive director for two years. In addition, one of
Niagara Mohawk's non-executive directors will join the National Grid board
as a non-executive director. Upon completion, National Grid USA will be
organized into two geographic divisions covering New York and New England.
The headquarters of the New York division will continue to be in Syracuse.

The acquisition is subject to a number of conditions, including regulatory
and other consents and approvals in the US, the sale of Niagara Mohawk's
nuclear facilities or other satisfactory arrangements being reached and the
approval of the shareholders of both National Grid and Niagara Mohawk. The
acquisition is expected to complete by late 2001.

David Jones, Chief Executive of National Grid, said: "This, our third
acquisition in the US, builds perfectly on our successful US strategy. It
builds on both the platform we have created and our top quality US
management team. With Niagara Mohawk, we double the size of our US business
reinforcing our position as a leading player in the Northeast region and
becoming a top tier utility in the US as a whole."

"In contrast to our existing US business, Niagara Mohawk has recently
underperformed its peer group principally due to its substantial exposure
to above market power purchase contracts. Niagara Mohawk's management has
expended considerable effort in restructuring these contracts, successfully
implementing a plan that provides a stable future for the company. We can
now focus with Niagara Mohawk's management on improving the efficiency of
Niagara Mohawk's business. This, together with the synergies from combining
our businesses and the potential opportunities we see in transmission and
telecommunications, makes the timing of this acquisition ideal and offers
substantial potential upside."

William E. Davis, Chairman and Chief Executive of Niagara Mohawk, said:
"We are delighted to be joining forces with National Grid to become an
important part of one of the largest and most efficient energy delivery
companies in the world. This transaction is in the best interests of our
shareholders, and will yield significant benefits for our customers,
employees and the communities we serve. Direct savings and sharing of best
practices will create a more efficient company, leading to lower energy
costs and enhanced customer service, making upstate New York a more
attractive region for economic growth."

Rothschild is advising National Grid and Niagara Mohawk is being advised by
Donaldson, Lufkin & Jenrette Securities Corporation. Merrill Lynch
International and Credit Suisse First Boston are brokers to National Grid.


PRISON REALTY: Shareholders Approve Merger Deal with CCA
--------------------------------------------------------
Prison Realty Trust, Inc. (NYSE: PZN) announced that its stockholders
approved the merger of Prison Realty and Corrections Corporation of America
(CCA) at a special meeting.  Stockholders also approved amendments to
Prison Realty's charter to permit the restructuring of the Company,
including its election to not be taxed as a real estate investment trust
(REIT) commencing with the 2000 taxable year.

The restructuring proposals required approval by the holders of two-thirds
of Prison Realty outstanding common stock.  The proposals passed with over
98.9% of the shares represented at the meeting voting in favor of the
merger and amendments to the charter.  The merger also received approval
from CCA stockholders at a special meeting with 97.9% of its shares of
capital stock voting in favor of the merger.

"The overwhelming majority of Prison Realty's stockholders voted in favor
of the restructuring plan and the reversion to the corporate model that was
so successful in the past," stated John D. Ferguson, president and chief
executive officer of Prison Realty.  "With our stockholders fully
supporting the change, we plan to aggressively work on combining the
operations of Prison Realty and CCA.  It is expected that this merger will
take place in September.

"We believe the combination of Prison Realty and CCA is the first step in
restoring the operational integrity and financial viability of our company.
We expect that the combined companies will benefit from a simplified
financial structure that will be easier for investors to understand and
value.  We also believe the combined operations will be easier to manage,
allowing our management team to focus on providing our customers with
quality service."

"We have already taken the initial steps to combine our operations by
purchasing the majority interests in the private service companies and
announcing the sale of our international operations.  We believe the
simplified corporate structure and focus on U.S. operations will be
important steps in our restructuring plans to build shareholder value in
the future," concluded Mr. Ferguson.

Prison Realty's business is the development and ownership of correctional
and detention facilities.  Headquartered in Nashville, Tennessee, the
Company provides financing, design, construction and renovation of new and
existing jails and prisons that it leases to both private and governmental
managers. Prison Realty currently owns or is in the process of developing
50 correctional and detention facilities in 17 states, the District of
Columbia, and the United Kingdom.

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


RANDALL'S ISLAND: First Republic Bank Objects to Exclusivity Extension
----------------------------------------------------------------------
First Republic Bank, by and through it counsel, Obermayer Rebmann Maxwell &
Hippel LLP, objects to Randall's Island Family Golf Centers, Inc., et al's
motion for an order extending the exclusive periods during which only the
debtors may file a Chapter 11 plan(s).

The Bank's position is that there is no cause to extend exclusivity and
that such extension would be detrimental to the interests of the creditors
of the debtors' estates. The Bank states that it is imperative for secured
creditors such as First Republic Bank to be made aware as soon as possible,
whether the debtors intend to resume payment under the terms of the loans
within a plan of reorganization.

Chase has already asked the Court to limit or deny the extension, as
reported in the August 31 edition of the TCR.  

Extending the exclusivity period in this case, First Republic says, will
not move this case forward, and will result only in prejudice to the
debtors' creditors.


SAFELITE GLASS: Financial Restructuring Approved by Delaware Court
------------------------------------------------------------------
Safelite Glass Corp. (D.B.A. Safelite AutoGlass) announced that its
financial restructuring plan has been approved by the US Bankruptcy Judge
in Wilmington, DE.

Business continued as usual during the court-protected restructuring, and
the company exceeded expected profit levels for the first quarter ended
June 30, 2000. "We are extremely gratified to have received strong support
from our associates, our clients, and our vendors during this challenging
period," said John Barlow, Safelite President and CEO. "That we were able
to maintain customer satisfaction ratings of better than 98% is a testament
to the dedication of our associates."

The company's financial restructuring includes the conversion of $317
million in long term debt to equity. The converted debt was held by the
company's banks and bondholders. More than 95% of these creditors supported
the restructuring plan.

With the plan approved, Safelite is well positioned to move forward with
plans to grow its share of the $3.2 billion auto glass business. The
conversion of one half of the company's long-term debt to equity has
dramatically improved Safelite's financial position. Interest and principal
payments on the long term debt will be decreased significantly, and cash
flow will increase. The restructuring will allow the company to continue
its aggressive investment in technology and claims processing services for
its insurance and fleet customers.

Recently, Safelite embarked on several new initiatives that will propel the
company's growth through 2000 and beyond:

      * Mobile Pro operations in new markets provide high quality mobile  
        auto glass service in response to customer's demands for convenience
     
      * Service AutoGlass provides a new wholesale distribution channel for
        OE-equivalent windshield products produced by the company's two
        manufacturing plants

      * The Total Customer Solution (TCS) allows insurance and fleet clients   
        to outsource their auto glass claims processing for improved  
        efficiency and savings

      * Repair Medics repair windshield chips and cracks up to 6" long,  
        saving money for consumers and Safelite's insurance clients

Moving forward, the company's plans include efforts to leverage technology
solutions to provide expanded geographical coverage and claims processing
services for insurance and fleet companies. The company expects that the
remaining conditions of the Chapter 11 will be fulfilled within the next
several weeks, and the company will officially emerge from bankruptcy at
that time.

Privately held Safelite Glass Corp. is the leader in the $3.2 billion auto
glass repair and replacement industry. Safelite is the only auto glass
company with representation in all 50 states, serving more than 80% of the
US population. The company's 6,200 associates provide auto glass repair and
replacement solutions for more than 2 million customers annually. For more
information, please visit the company's website at www.safelite.com .


SAFETY-KLEEN: Asks for Approval of Employment Agreement With Grover Wrenn
-------------------------------------------------------------------------
By this Motion, the Debtors seek authority to retain and enter into an
employment agreement with Mr. Grover C. Wrenn as President and Chief
Operating Officer of Safety-Kleen Corp.

Mr. Wrenn has spent more than thirty years working in the fields of
environmental services and health care. Early in his career he served as
director of Health Standards for the U.S. Department of Labor Occupational
Safety and Health Administration (OSHA) and as Director, Federal
Compliance and Statement Programs. In 1982, Mr. Wrenn founded ENVIRON
Corporation, a scientific and regulatory affairs consulting firm. In
addition to broad experience with environmental and regulatory issues, in
1995-96 Mr. Wrenn completed a turn-around assignment as chief executive
officer of EnSys Environmental Products, Inc. (now Strategic Diagnostics,
Inc.).

Upon execution of the Wrenn Agreement, Mr. Wrenn will serve as the
President and Chief Operating Officer. The salient terms of the Wrenn
Agreement are:

Term and Duties:

    The term of the Wrenn Agreement is for 2 years.

Salary and Bonus;

    Mr. Wrenn will receive an annual base salary of $650,000. If Mr.
Wrenn is employed by the Company on the date that either a plan of
reorganization is consummated or oil the date of the sale of substantially
all of the assets of the Company then, within 15 days of such consummation
or sale, the Company shall pay to Mr. Wrenn a bonus of $1,250,000 in
recognition of his efforts in facilitating such reorganization or sale.

Termination:

If SKC terminates Mr. Wrenn's employment for any reason other than
(i) Cause, (ii) death, (iii) Disability, or (iv) during the 60-day period
following payment of the Plan of Reorganization Bonus or subsequent to the
payment of a Sale bonus or at the conclusion of the term of this
Agreement, or if Mr. Wrenn terminates his employment for Good Reason, the
Company shall pay to Mr. Wrenn in a lump sum payment, an amount equal to
Mr. Wrenn, then current Annual Base Salary (without giving effect to
reductions thereto) and any other amounts earned through the Date of
Termination. In addition, during the second year following Mr. Wrenn's
termination other than his termination upon the expiration of the term of
this agreement, in a time and manner consistent with the Company's payroll
cycle, Mr. Wrenn shall also receive monthly payments equal to 1/12 of the
Mr. Wrenn's Annual Base Salary (which amount shall be subject to
mitigation). (Safety-Kleen Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


STELLEX TECHNOLOGIES: Files Chapter 11 Petition & Lines-Up $36MM DIP Loan
-------------------------------------------------------------------------
Stellex Technologies, Inc. ("Stellex" or the "Company") announced that it
and certain of its subsidiaries (collectively, the "Companies") have filed
voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code. The filings were made in the U.S. Bankruptcy Court for the
District of Delaware, located in Wilmington. The filings should allow
Stellex and its subsidiaries to operate while they seek approval of a plan
or plans for reorganization.

P. Roger Byer, chief financial officer, assures the Companies' customers
that the Companies' manufacturing operations and product shipments will
continue uninterrupted. "Filing for Chapter 11 was a very difficult
decision for us, but one we believe was necessary to secure the financial
resources and framework needed to support our customers, vendors and
employees," said Byer. "Chapter 11 protection will give management the time
and interim financing necessary to address our capital structure and enable
our operations personnel to focus on running the business and serving
customers."

Officials of the Companies cited the need to restructure their balance
sheets as the primary cause of the filings. Stellex announced May 30 that
it would not make payment of its semi-annual interest installment to the
holders of its 9 1/2 % Senior Subordinated Notes. The Company has been in
negotiations with an ad hoc committee of noteholders and with its secured
lender group since May 2000.

The Company also announced that it has negotiated a "debtor-in-possession"
("DIP") financing facility with a bank group led by Societe Generale, First
Union Commercial Corporation and Lehman Commercial Paper, Inc., which upon
bankruptcy court approval, will provide a $36 Million revolving credit
facility to Stellex. Management believes that this DIP facility, together
with existing cash balances and revenue streams, should be sufficient to
provide for the Companies' ongoing liquidity needs until a debt
restructuring plan is approved by the court. The management and the board
of directors of Stellex and its subsidiaries are continuing to work closely
with their key creditors to reorganize and restructure the Companies'
indebtedness as quickly as possible.

Stellex and its subsidiaries are leading providers of highly engineered
subsystems and components for the aerospace, defense, and space industries.


STELLEX TECH: Case Summary and 30 Largest Unsecured Creditors
----------------------------------------------------------------------
Debtor:  Stellex Technologies, Inc.
          680 Fifth Avenue, 9th Floor
          New York, New York 10019

Affiliates:  Stellex Aerostructures, Inc.
              Stellex Electronics, Inc.
              Stellex Monitor Aerospace, Inc.
              Stellex Precision Machining, Inc.
              Stellex Aerospace, Inc.
              Stellex Microwave Systems, Inc.
              Phoenix Microwave, Ltd.
              General Inspection Laboratories, Inc.
              Stellex Paragon Precision, Inc.
              Stellex Bandy Machining, Inc.
              Scanning Electron Analysis Laboratories, Inc.

Type of Business:  The company's primary business is to provide highly          
                    engineered subsystems and components for the
                    aerospace, defense and space industries.

Chapter 11 Petition Date:  September 12, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03587

Debtor's Council:  Pauline K. Morgan, Esq.
                    M. Blake Cleary, Esq.
                    Young Conaway Stargatt & Taylor, LLP
                    Wilmington Trust Center, 11th Floor
                    P.O. Box 391
                    Wilmington, Delaware 19899-0391
                    (302) 571-6600

Total Assets:  $ 384,500,000
Total Debts :  $ 384,279,000

30 Largest Unsecured Creditors

HSBC Bank USA (as Indenture Trustee)
  Corporate Trust Administration
140 Broadway - Level A
New York, NY 10003
(212) 658-6029
(212) 658-6425                         Bond Debt        $ 100,000,000


The Prudential Investment Corp
Two Gateway Center
100 Mulberry Street
Newark, NJ 07101
(973) 802-7104
(973) 645-0056                         Bond Debt         $ 22,500,000

American Express Financial Corp
733 Marquette Avenue South
Minneapolis, Minnesota 55402
(612) 678-4779
(612) 547-2656                         Bond Debt         $ 20,900,000

The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
(212) 922-6498
(212) 922-4848                         Bond Debt         $ 15,300,000

Nomura Corporate Research And
  Asset Management, Inc.
2 World Financial Center
Bldg. B, 17th Floor
New York, NY 10281
(212) 667-9010
(212) 667-1661                         Bond Debt         $ 10,350,000

Phoenix Investment Partners
56 Prospect Street
Hartford, Connecticut 06115
(860) 403-5562
(860) 403-5576                         Bond Debt          $ 8,500,000

Salomon Brothers Asset
  Management, Inc.
7 World Trade Center, 38th Floor
New York, NY 10048
(212) 783-5640
(973) 538-3093                         Bond Debt          $ 6,875,000

American Express Asset
  Management Group, Inc.
733 Marquette Avenue South
Minneapolis, Minnesota 55402
(612) 678-4779
(612) 991-2139                         Bond Debt          $ 2,500,000

Watkins Johnson
3333 Hillview Avenue
Palo Alto, CA 94304-1223
(650) 813-2664
(650) 813-2447                         Trade Debt         $ 1,200,000

Bombardier, Inc.
CP 6087
Succursale-Centre-ville
Montreal Canada H3C 3G9
(514) 855-8100
(514) 855-71023                        Trade Debt           $ 705,000

Messier-Dowty
Cheltenham Road
Goucester
GL2 9QH
England
+44 (0) 1452 711447
+44 (0) 1452 713821                    Trade Debt           $ 360,000

Northrop
P.O. Box 64038
Baltimore, MD 21264
(410) 765-6923
(4100 765-9546                         Trade Debt           $ 344,000

Airport Metals
13160 NW 43rd Ave
Opa Locka, FL 33054
(800) 327-4809
(305) 769-4901                         Trade Debt           $ 336,000

Shultz Steel
5321 Firestone Blvd.
S. Gate, CA 90280
(800) 421-6351                         Trade Debt           $ 320,000

The Blackstone Group, L.P.
345 Park Avenue
New York, New York 10154
(212) 583-5881                         Trade Debt           $ 305,000

Aluminum Company of America
P.O. Box 7777-W5035
Philadelphia, PA 19175-5035
(216) 641-4157                         Trade Debt           $ 280,000

EMC Test Systems
2205 Kramer Lane
Austin, TX 75758-4047
(856) 429-7800
(856) 429-6814                         Trade Debt           $ 277,000

Production Supply - Northeast & Wash.  Trade Debt           $ 240,000

Isis Surface Mounting                  Trade Debt           $ 233,000

Graebel Companies                      Trade Debt           $ 200,000

Universal Alloy Corp.                  Trade Debt           $ 195,000

Triquint                               Trade Debt           $ 195,000

Berlin Food Equipment                  Trade Debt           $ 167,000

MRSI                                   Trade Debt           $ 163,000

Bohler Schmiedetenik                   Trade Debt           $ 151,000

Boeing Company                         Trade Debt           $ 142,000

Alpha Ind                              Trade Debt           $ 141,000

Agient                                 Trade Debt           $ 135,000

Poly CIR.                              Trade Debt           $ 130,000

Connell Processing, Inc.               Trade Debt           $ 125,000


SUN HEALTHCARE: SunScript Selling 2 Pharmacies in South Carolina for $800K
--------------------------------------------------------------------------
SunScript Pharmacy Corporation asks the Court for authority to (i) sell
two pharmacies, in Easley and Summerville respectively in South Carolina,
to ProCare Rx, Inc., for approximately $800,000 free and clear of liens,
claims and encumbrances, but subject to higher and better offers, and (ii)
reject or assume and assign certain executory contracts and unexpired
leases related to the operation of the Pharmacies.

The purchase price is the sum of: (i) the net acquisition cost of
Inventory, valued at approximately $600,000; (ii) 80% of the net book
value of Personal Property, vaLued at approximately $200,000; and (iii)
rights and interests in Consulting Contracts.

The two pharmacies to be sold are the only two that SunScript operate in
South Carolina. These serve institutional healthcare clients only. Last
year, the two Pharmacies recorded a combincd negative EBITDAR of $l30,000.
The combined loss this year is projected to be more than $30,000.
SunScript tells Judge Walrath the losses are attributable primarily to the
onerous rules and regulations under the South Carolina Medicaid Program,
which impose significant limitations on the amount of reimbursements.

By selling the Pharmacies as a going concern, the Debtor expect to maximize
the value of the fixed assets and inventory, end continuing losses and the
chance to arrange with the buyer for the post-sale collection of
outstanding accounts receivable so as to dispense with the retention of
employees for that.

Since September 1999 SunScript has been soliciting offers for the two
Pharmacies, Sun Healthcare Group, Inc., tells Judge Walrath. ProCare is the
only party that has expressed interest in the Pharmacies. After six months
of good faith and arms-length negotiations, the parties signed the Contract
on June 30, 2000. ProCare is an affiliate of Health Management Resources,
Inc. which is the manager of several licensed nursing homes and healthcare
facilities in South Carolina that are owned and operated by affiliates of
HMR. The landlord of SunScript's Pharmacy located in Easley, Nursing Home
Pharmacy Consultants, Inc., is an HMR affiliate. Other than business with
facilities owned by the Debtors, approximately eighty percent of
SunScript's business in South Carolina has been conducted with HMR or its
affiliates.

Pursuant to the Contract, the Debtor will pay state, county and local
transfer or sales taxes, the cost of obtaining necessary consents to
deliver title to the Assets to Purchaser, and the cost of conducting a
litigation and tax lien search in the appropriate jurisdictions. Personal
property taxes relating to the Assets will be prorated between Debtor and
Purchaser as of the closing date.

The respective leases will be rejected by Debtor. The landlord of the
Easley lease has agreed to a consensual termination of such lease and to
waive rejection damages.

The Debtor will execute an agreement releasing Messrs. Childress and
O'Brien (principals of HMR) from their obligations under the non-compete
agreements.

Within 90 days after the closing date, the Purchaser will assist the
Debtor in collecting receivables free of charge. After that the Purchaser
will collect the receivables on a monthly basis until the first
anniversary of the closing date, and will have the right to keep an amount
equal to 30% of the receivable collected. (Sun Healthcare Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)

                               *********

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

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

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

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

                               *********

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

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

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

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

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

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