TCR_Public/000915.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, September 15, 2000, Vol. 4, No. 181


AGNEW GROUP: Ontario Footwear Company Surrenders To Bankruptcy Liquidation
ALBERTA ENERGY: S&P Assigns BBB+ Rating to Senior Unsecured Notes
BARNEYS NEW YORK: Allen Questrom Forfeits Stock Options on Resignation
BOCA RESEARCH: iDVDBOX Picks Imprimis To Render Engineering Design Services
CAROLINA PREMIER: Medical Group Feels Tight Squeeze & Files Chapter 11

CASE CORP.: S&P Lowers Long-Term & Commercial Paper Ratings on CNH Units
CERPLEX GROUP: Selling U.K. Repair & Parts Business to Teleplan & A Novo
CMS ENERGY: Pipeline Signs 5-Year Term Agreement With Missouri Gas Energy
COMBINED UNDERWRITERS: S&P Affirms Insurer's Bbpi Financial Strength Rating
CONAGRA INC: Fitch Assigns BBB+ Rating to $1.65BB Senior Debt Offering

CONSUMER LIGHTNING:  Involuntary Case Summary
CORAM HEALTHCARE: Court Approves $40MM Debtor-In-Possession Financing Pact
CSK AUTO: Moody's Confirms Corporate & Subordinated Debt Ratings
DYERSBURG CORP: Announces Filing of Pre-Negotiated Chapter 11 Petition
ELDER-BEERMAN: Share Buy-Back Program is Underway

ENAMELON INC: Announces Consent To File For Voluntary Chapter 11
GENESIS/MULTICARE: Creditors' Committee Retains Houlihan Lokey As Advisor
GLOBAL TISSUE: Announces American Tissue's Plan To Purchase Memphis Plant
HARNISCHFEGER INDUSTRIES: Assuming & Assigning Asia Pulp & Paper Orders
HMT TECHNOLOGY: Merger Deal with Komag Looks Like a Go

IMAGICA ENTERTAINMENT: BDO Seidman Tenders its Resignation as Auditor
LANGSTON CORPORATION: Case Summary and 20 Largest Unsecured Creditors
LIGHTDOG.COM: Creditors Files Involuntary Chapter 7 in Minneapolis
LOEWEN GROUP: Funeral Home's Texas Headquarters Moves To Cincinnati, Ohio
MERCURY AIR: Fredrickson, De Silva, Ferroni, and McKay As New Gen. Managers

MERCURY AIR: Releases Fourth Quarter and Fiscal 2000 Results
MSV RESOURCES: Makes Proposal to Creditors Re the Filing For Bankruptcy
NATIONAL PICTURE: Uniek Submits Bid for Troubled Frame Manufacturer
PITTSBURGH CORNING: Gets Extension to File Reorganization Plan to Dec. 15
PLAY BY PLAY: Renaissance Discloses 5.23% Equity Stake in Toy Concern

PRECISION AUTO: Five Car Washes in Columbus, Ohio Sold for $1.8 Million
PRIMARY HEALTH: Deaconess Hospital Sold to Nour Management for $5 Million
RECYCLING INDUSTRIES: Metal Recycling Plant Might Pull Out of Bankruptcy
SAFETY-KLEEN: UST Patricia Staiano Attacks CEO Thomas' Divided Concerns
SERVICE MERCHANDISE: San Francisco and San Jose, CA Stores Will Be Closed

STROUDS INC:  Case Summary and 20 Largest Unsecured Creditors
STELLEX TECH: Moody's Junk All Debt Ratings & Says Outlook Remains Negative
SUN HEALTHCARE: Moves to Reject Tujunga Office Lease in Burbank, Calif.
U. S. EXPLORATION: Denver Investment Discloses 17.3% Equity Stake
U. S. EXPLORATION: Enters Into New $6 Million Revolving Credit Agreement

WESTSIDE HOUSES: Case Summary and 2 Largest Unsecured Creditors
WILLIAMS COMMUNICATIONS: Fitch Assigns B Rating To $5MM Preferred Stock



AGNEW GROUP: Ontario Footwear Company Surrenders To Bankruptcy Liquidation
Fairchild Publications reports on the shoe company that filed for court
protection under Companies' Creditors Arrangement Act will close its 223
stores in Canada. The closure and liquidation of Agnew Group Inc.'s stores
would cost the country 1,600 jobless residents. Aside from the Ontario-
based company's financial low-point, the cool weather also helped on the
final outcome. "We figured something was wrong in late spring when they
stopped paying suppliers," said Ziggy Greschener, a manager at Sports
Industry Credit Association here, which represents about 85 footwear
suppliers and manufacturers.

"It's unfortunate that we have to close these stores," VP in finance, Brian
Lindy said. "We have not been able to find a retailer that wanted the
entire chain, so it is unlikely that Agnew will continue as a chain unto
itself." And according to Greschener, the new owners' lack of experience
helped too. Agnew hired Hilco Merchant Resources of Chicago to handle the
liquidation and closure of its stores.

The company, founded in 1879 in Brantford, Ontario, originally filed for
bankruptcy in 1996. It was bought by Bentley Group Inc., based in Canada,
which operates 350 leather goods stores.

ALBERTA ENERGY: S&P Assigns BBB+ Rating to Senior Unsecured Notes
Standard & Poor's assigned its triple-`B'-plus rating to Alberta Energy
Company Ltd.'s (AEC) US$200 million 7.65% senior unsecured notes due 2010
and the US$300 million 8.125% senior unsecured notes due 2030. At the same
time, the triple-`B'-plus corporate credit and senior unsecured debt
ratings and triple-`B'-minus preferred stock rating on the company were
affirmed. The outlook is positive.

Standard & Poor's expects the proceeds, drawn down from AEC's US$1.0
billion multijurisdictional disclosure system (MJDS) shelf registered Aug.
22, 2000, will be used to partially refinance the C$1.1 billion bank debt
incurred when financing AEC's June 2000 acquisition of U.S.-based McMurry
Oil Co., a privately owned natural gas producer, and other privately held
interests. The shelf registration and the refinancing of the acquisition-
related bank debt represent the initial steps in AEC's clearly articulated
plan to extend its debt maturities, improve financial flexibility, and
restore cash flow protection measures.

The ratings on AEC reflect:
    * Its strengthened position as one of North America's largest producers
of natural gas, a commodity expected to experience strong pricing in the
intermediate term due to improving supply and demand fundamentals; and

    * The company's debt reduction plan and efforts to return cash flow
protection measures to historic averages.

The ratings also take into account AEC's significant natural gas reserves
and production base; its industry leadership in Canadian natural gas
processing, storage, and hub services; and its conservative financial risk
profile. These strengths, however, are tempered by an acquisitive growth
strategy, and the political risk considerations associated with the
company's growing international expansion. AEC's 1999 pro forma gross
proven reserves, including McMurry, were 1.46 billion barrels of oil
equivalent. The company's 2000 second-quarter sales increased marginally
over the first quarter, as the 8% increase in liquids sales during the
quarter partially offset the second quarter's 5% decrease in natural gas
sales. The marginal decrease in natural gas sales during the quarter was
due to the injection of 75 million cubic feet per day of natural gas into
storage. AEC's second-quarter liquids and natural gas sales were 116
thousand barrels per day and 917 million cubic feet per day, respectively.

AEC, currently Canada's largest publicly traded natural gas producer, also
has good intermediate-term prospects based on Canada's increasing natural
gas export pipeline capacity, rising natural gas demand in the U.S., and
slow industry-wide natural gas production growth rates. The company is well
positioned to benefit from these positive industry fundamentals because of
its better-than-average cost structure, extensive and well-situated
exploration acreage, and a large inventory of development projects that
should provide for strong production growth in the next three to five

Standard & Poor's expects AEC's daily production will double in five years
based on:
    a) Growth in domestic oil and gas production in AEC's existing inventory
        of producing properties;

    b) The expansion of AEC International beyond its existing operations in
        Ecuador and Argentina;

    c) Increasing production from the Syncrude project as the consortium
        completes its four-stage expansion project; and

    d) The start of heavy oil production at AEC's Primrose facility, which
        is currently operating as a 2,000 barrels per day pilot project.

AEC's geographic diversification and growth prospects have been further
enhanced by its recent acquisitions. Standard & Poor's expects AEC
International will continue to expand beyond Ecuador and Argentina.
Furthermore, AEC's acquisition of McMurry and other privately held
interests, in June 2000, effectively expanded its activities in North
America, as the acquisition allowed AEC to enter the U.S. exploration and
production industry with critical mass. The acquisition added 1.2 trillion
cubic feet of gross proven and probable natural gas reserves in the U.S.
Rocky Mountain area, a region with similar geologic characteristics to
Alberta, AEC's primary natural gas producing area. As a result, the
incremental geologic risks should be negligible. Following the acquisition,
AEC's total gross proven and probable natural gas reserves increased to 5.5
trillion cubic feet, and the company's 2000 total natural gas sales are
expected to be 1.08 billion cubic feet per day.

AEC's midstream operations provide a fair degree of cash flow stability as
revenues from the pipelines, gas storage, and hub services tend to
fluctuate less than crude oil prices. In addition, the company's Canadian
storage facilities provide countercyclical protection during periods of low
natural gas prices, as the company maintains access to about one-third of
its Alberta storage facility. This, in turn, enables AEC to maximize unit

Although current financial measures did deteriorate as a result of recent
acquisitions, notably McMurry, AEC's financial profile remains fairly
strong, and the company intends to return to its targeted cash flow
protection and interest coverage measures in 18 to 24 months. Although
floating-rate debt now represents a very high percentage of AEC's total
debt (46%), and total debt has moved outside the company's optimal zone,
AEC historically has refinanced when debt is 40%-45% of its capital
structure. At June 30, 2000, interest coverage and cash flow protection
measures reflected the much improved commodity price environment, but were
tempered by AEC's acquisition-related debt. At June 30, 2000, the company's
annualized funds from operations to total debt decreased to 36.9% from
48.9% at March 31, 2000, and the second-quarter EBITDA interest coverage
ratio decreased 7% to 7.5 times (x) from 8.1x at March 31, 2000, as higher
debt levels partially offset the cash flow gains resulting from the second
quarter's strong hydrocarbon prices. Despite the C$1.1 billion debt-
financed McMurry acquisition, AEC expects fiscal 2000 cash flow protection
measures will trend upward due to higher production levels, continued
strength in commodity prices, and debt reduction.


The outlook reflects AEC's strengthening production profile, good
intermediate-term prospects for its Canadian and newly acquired U.S. Rocky
Mountain natural gas production, and progressive debt reduction, Standard &
Poor's said.

BARNEYS NEW YORK: Allen Questrom Forfeits Stock Options on Resignation
Mr. Allen I. Questrom resigned as President and Chief Executive Officer of
Barneys New York Inc. effective September 15, 2000. As a result of his
resignation, and under the terms and the termination of his employment
agreement effective May 5, 1999 and dated February 1, 2000 between the
company and Mr. Questrom, all options granted to Mr. Questrom under
the Employment Agreement have been forfeited.

Consequently, the stockholders agreement dated February 1, 2000, between
Bay Harbour Management L.C., Whippoorwill Associates, Inc. and Mr.
Questrom, pursuant to which, among other things, Mr. Questrom agreed to
vote half of his shares as directed by Bay Harbour and half as directed by
Whippoorwill, is of no further effect with respect to Mr. Questrom or his

Mr. Questrom continues to be the Chairman of the Board of Directors of the
company and, accordingly, continues to be in a position to influence the
operations and activities of the company.

BOCA RESEARCH: iDVDBOX Picks Imprimis To Render Engineering Design Services
Boca Research Inc. (Nasdaq: BOCI) announced that Inprimis Technologies
Inc., a wholly owned subsidiary, has signed a contract to provide
engineering design services to iDVDBoxT Inc. of Boca Raton, Florida.
Under the terms of the agreement, iDVDBox will pay Inprimis $300,000 to
develop a version of its i2020 set-top box (STB) reference platform that
can be integrated with iDVDBox's unique BoxEngineT. Additionally, Inprimis
will receive royalties for each iDVDBoxT unit sold. The joint development
project will provide both companies with shared intellectual property in
the area of the marriage of DVD to interactive-Internet TV.

Steve Cavayero, president and chief executive officer of iDVDBox, stated,
"Our patent pending BoxEngine combined with Inprimis's interactive TV
technology gives our new product several unique features and capabilities.
Most exciting of these is the capability of the iDVDBox product to
intelligently and automatically find associations between standard DVD
content and related content on the Web and dynamically deliver this
enhanced information to the TV screen. This will provide consumers with an
exciting, new Internet-enhanced family entertainment experience and a new
level of ease-of-use in accessing the Web."

"We are very excited that iDVDBox has chosen Inprimis to design a
revolutionary, new interactive-Internet DVD player," said Larry Light,
chief operating officer of Inprimis. "iDVDBox's state-of-the art BoxEngine
combined with our industry-leading i2020 STB reference design, which is
based on National Semiconductor's Geode chipset and Liberate's TV platform,
exploits the inherent synergy of interactive TV, DVD media and the

Michael Polacek, vice president of the Internet Appliance Division of
National Semiconductor (NYSE: NSM), stated, "Inprimis has demonstrated its
leadership in applying National's Internet appliance technology to a broad
spectrum of interactive TV products. We are particularly excited about the
iDVDBox since it represents an innovative product approach to the
convergence of DVD, TV and the Internet."

The iDVDBox uses REALmagic DVD technology from Sigma Designsr Inc. (Nasdaq:
SIGM). "We are extremely pleased that Inprimis selected our MPEG video
compression/decompression technology for the iDVDBox," said Ken Lowe, vice
president of marketing of Sigma Designs. "The combination of DVD with the
Internet opens up exciting new avenues for interactive entertainment."
iDVDBox Inc. has distribution agreements worldwide for its iDVDBox, which
will be sold under the Lafayette, Philco and other brands. The iDVDBox is
expected to be available to consumers by December 2000.

                               About iDVDBox Inc.

iDVDBox is engaged in R&D, manufacturing and marketing of leading-edge
consumer electronics products, including the interactive-Internet DVD
player and other TV products. The company's headquarters and state-of-the-
art research and development facility is located in Boca Raton, Fla., and
staffed with highly skilled engineers who also oversee training and quality
control for the company's manufacturing facility in China. Information on
iDVDBox is available at

                               About Boca Research

Boca Research Inc., through its wholly owned subsidiary, Inprimis
Technologies Inc., provides product design services and the technology to
help consumer electronics companies, cable operators, Internet service
providers and telecommunications companies bring devices to market quickly
and cost effectively. Headquartered in Boca Raton, Fla., the company
develops product designs, customizes embedded system software and offers
systems engineering and manufacturing consultation services for
interactive-television, video-on-demand, Internet-access and other
convergent-technology appliances. With its television set-top box designs
currently used by Philips Electronics and LodgeNet Entertainment and its
strategic relationships with National Semiconductor, Liberate, Conexant
Systems and Infomatec, Boca Research is at the forefront of the fast-
growing convergent-technology arena. For more information, call (561) 997-
6227 or visit the company's Web sites at and

CAROLINA PREMIER: Medical Group Feels Tight Squeeze & Files Chapter 11
The struggling Carolina Premier Medical Group in Raleigh-Durham, the
Associated Press reports, filed recently for bankruptcy protection in
Greensboro. The Chapter 11 filing listed $13.6 million of liabilities and
$6.6 million in assets. According to Dr. Bruce Norman, Carolina Premier
CEO, they're not expecting any layoffs on its 250 employees, inspite of the
cash crunch that the group is facing. Norman added, the company will get
"several million dollars" from Scott Medical Group to bathe the company
with cash to provide employees compensation and to finance operations,
still waiting courts approval.

Carolina Premier was formed after Partners National Health Plan purchased
last year, Kaiser's HMO business in the Raleigh-Durham area. Part of the
sale was to continue seeing to the Kaiser patients, which dropped to 30,000
since last year.

CASE CORP.: S&P Lowers Long-Term & Commercial Paper Ratings on CNH Units
Standard & Poor's affirmed its short-term and commercial paper ratings on a
number of CNH Global N.V. units. CNH and other units' corporate credit and
senior unsecured debt ratings are lowered (see list below). All ratings are
removed from CreditWatch, where they were placed June 22, 2000. Total
consolidated debt at June 30, 2000, was about $10 billion.

The outlook is negative.

The affirmations on the short-term and commercial paper ratings reflect the
significant near-term financial flexibility CNH derives from 84% ownership
by Italy-based Fiat S.p.A. (--/--/A-2). Fiat's equity investment in CNH is
substantial. Moreover, Fiat has established joint bank lines, while also
guaranteeing certain borrowings of CNH. This strong liquidity support
should give CNH sufficient time to execute its extensive rationalization
and integration plans to turn the business around.

The long-term rating downgrades reflect very challenging industry
fundamentals, uncertainty regarding the timing and magnitude of a market
recovery, and a weak financial profile.

The ratings reflect CNH's solid business positions as one of the world's
two leading farm equipment producers and third largest manufacturer of
construction equipment, offset by weak credit measures that are expected to
improve materially in the intermediate term.

Operating performance is currently very weak due to very depressed demand
for farm equipment in North America and some market share losses. For the
first half of 2000, CNH lost $90 million and is expected to incur a loss
for the year. Performance should improve materially in the intermediate
term as demand gradually recovers and the firm realizes benefits from its
rationalization plan. CNH plans to close a large number of manufacturing
plants and warehouses, reduce employment, and expects to achieve annual
savings of about $500 million by 2003. Additional benefits are expected
longer term as products are designed with fewer platforms and increased
common parts.

The balance sheet is aggressively leveraged, and cash flow protection weak,
following the $4.6 billion acquisition of Case Corp., completed in November
1999. The acquisition included $3.2 billion of debt financing and a $1.4
billion equity contribution from Fiat. Debt to capital, adjusted for
Standard & Poor's captive finance company methodology, stands at the upper-
60% level. In the next few years, debt leverage is expected to decline to
about 40%, with funds from operations to total debt improving to about 30%-
35%, acceptable for the ratings.


Ratings could be lowered should a prolonged market downturn thwart CNH's
efforts to improve operating performance and strengthen the financial
profile, Standard & Poor's said.


    * Case Corp.
       Case Credit Corp.
       Short-term corporate credit rating          A-2
    * Case Corp.
       Case Credit Corp.
       Case Credit Australia Pty Ltd.
         (guaranteed by Case Credit Corp.)
       Case Corp. Pty Ltd.
         (guaranteed by Case Corp.)
       Case France S.A.
         (guaranteed by Case Corp.)
       Case Germany GmbH
         (guaranteed by Case Corp.)
       Commercial paper                            A-2

                                             TO    FROM
    * CNH Global N.V.
       CNH Capital Corp.
       Case Corp.
       Case Credit Corp.
       Corporate credit rating               BBB-  BBB

    * Case Corp.
       Case Credit Corp.
       Senior unsecured debt                 BBB-  BBB
       415 shelf registration (prelim)       BBB-  BBB

    * Case Credit Australia Pty Ltd.
       Senior unsecured debt                 BBB-  BBB
        (guaranteed by Case Credit Corp.)

CERPLEX GROUP: Selling U.K. Repair & Parts Business to Teleplan & A Novo
The Cerplex Group, Inc. (OTC Bulletin Board: CPLXQ) announced that its
wholly-owned subsidiary, Cerplex, Inc., has entered into a definitive
agreement to sell the stock of its UK-based repair and parts business,
Cerplex Ltd., to a joint venture owned by Teleplan Holding Europe B.V. and
A Novo S.A.

Specifically, Cerplex intends to sell to the joint venture its Enfield,
England repair center and spare parts procurement operations.

The transaction between Cerplex and the joint venture is subject to
approval from the United States Bankruptcy Court for the District of

CMS ENERGY: Pipeline Signs 5-Year Term Agreement With Missouri Gas Energy
CMS Energy Corporation's (NYSE:CMS) interstate natural gas pipeline, CMS
Panhandle Eastern Pipe Line Company, and Missouri Gas Energy (MGE) have
announced a five-year firm transportation agreement and plans to build a
new pipeline to serve a western Missouri city.

MGE and CMS Panhandle will build a new 8-inch diameter pipeline to provide
additional natural gas transportation service to Warrensburg, Mo., a
community not previously served by CMS Panhandle. MGE is the local gas
distribution utility in Warrensburg.

Additionally, CMS Panhandle has restructured several existing contracts
with MGE by adding transportation and storage services. Beginning in
October, CMS Panhandle will deliver up to 46 million cubic feet per day of
natural gas to MGE under the new contract.

"CMS Panhandle's agreement with MGE is another example of our continuing
commitment to provide safe, reliable, economical and environmentally
friendly natural gas service to Missouri," said Craig R. Fishbeck, CMS
Panhandle's vice president of marketing. "By working cooperatively with an
existing customer to meet their needs in a changing marketplace, we are
able to create significant new value for that customer."

"CMS Panhandle worked with MGE to provide the most flexible and competitive
combination of storage and transportation services. In addition to
increasing our business with CMS Panhandle, the expansion of service into a
part of MGE's growing service area will provide additional supply and
service flexibility," said Michael T. Langston, vice president of gas
supply for MGE.

Missouri Gas Energy is headquartered in Kansas City, Mo., and serves
natural gas to approximately 491,000 customers in 155 towns in central and
western Missouri. MGE is a division of Southern Union Company of Austin,
Texas, which markets and distributes natural gas and other energy products
and services to more than 1.5 million customers in Texas, Missouri,
Florida, Pennsylvania and Mexico.

CMS Panhandle Pipe Line Companies, which are comprised of CMS Panhandle
Eastern Pipe Line Company, CMS Trunkline Gas Company, CMS Trunkline LNG
Company and CMS Sea Robin Pipeline Company, operate 10,900 miles of
mainline natural gas pipeline. The pipelines provide access to the major
supply regions of the Midcontinent, Rocky Mountains and Gulf Coast and
connect to markets in the Midwest, Northeast and Canada. CMS Panhandle
pipelines have a combined peak day delivery capacity of 5.4 billion cubic
feet per day and 85 billion cubic feet of underground storage facilities.

CMS Energy Corporation has annual sales of more than $6 billion and assets
of about $15 billion throughout the U.S. and around the world with
businesses in electric and natural gas utility operations; independent
power production; natural gas pipelines, gathering, processing and storage;
oil and gas exploration and production; and energy marketing, services and

COMBINED UNDERWRITERS: S&P Affirms Insurer's Bbpi Financial Strength Rating
  Standard & Poor's today affirmed its double-'Bpi' financial strength
rating on Combined Underwriters Life Insurance Co.

The rating reflects the company's weak capitalization, irregular earnings,
small capital base, and low cash flow ratios, partly offset by higher
earnings in 1999.

Based in Tyler, Texas, this company writes individual accident and health,
individual life, major medical, cancer, disability income and final expense
products. The company ceased writing new Medicare supplement policies in
1999 following adverse loss experience.

The five states of Texas, Oklahoma, Louisiana, Mississippi and Arkansas
account for more than 95% of the company's direct business. Its products
are distributed primarily through brokers. The company began operations in
1966 and is licensed in 11 states.

Major Rating Factors:

    -- Capitalization is weak, as indicated by a Standard & Poor's capital
adequacy ratio of 96.2%. More than 28% of the company's assets are invested
in interest rate sensitive CMOs and loan-backed bonds. Total adjusted
capital was $3.9 million at year-end 1999 versus $1.4 million in 1998, an
increase of 191.5%. Capital increased following a reinsurance transaction,
in which a block of life insurance business was ceded to Landmark Life
Insurance Co. (not rated) effective Jan. 1, 1999.

    -- The company has displayed an irregular pattern of operating earnings.
This, in conjunction with its current capital base of $3.9 million and a
relatively low two-year average ratio of cash inflows to cash outflows
(88%), limits the rating. Since 1994, returns varied from negative 9.3% to
positive 15.7%. The five-year average ROA is negative 0.2%.

    -- Net income, however, improved by $4.3 million in 1999 over 1998,
mainly due to a drop of $4.0 million in policy and contract reserves. The
product line primarily responsible for the improved results was individual
life, which had a $3.5 million increase over 1998 in pretax income before
dividends to policyholders. This increase was a result of the reinsurance
transaction noted above. Further, the company's ratio of unassigned funds
to adjusted capital, a measure of retained earnings, remains above its
peers at 71.6%.

    -- The company (NAIC:82082) displays a narrow product and geographic
scope, with more than 70% of direct business in Texas and more than 87% of
its direct business in accident and health-related lines.

The company is a member of Lifeline Combined Group, a very small group with
surplus under $10 million which also includes a small affiliate: Lifeline
Underwriters Life Insurance Co. (financial strength rating double-'Bpi').
The rating, however, does not include additional credit for implied group
support. The group is majority owned by Walden P. Little and family.

CONAGRA INC: Fitch Assigns BBB+ Rating to $1.65BB Senior Debt Offering
Fitch has rated ConAgra Inc.'s (ConAgra) $1.65 billion senior notes
offering 'BBB+'. Fitch rates ConAgra's senior unsecured notes 'BBB+',
subordinated debentures 'BBB' and commercial paper 'F2'. Fitch also rates
ConAgra Capital, L.C. preferred securities 'BBB-'.

The $1.65 billion senior notes offering comprises three tranches:

    a) $600 million 7.5 percent due September 15, 2005, priced to yield   
        7.552 percent,

    b) $750 million 7.875 percent due September 15, 2010 priced to yield
        7.875 percent and

    c) a 10-year $300 million 8.25 percent due September 15, 2030 priced to
        yield 8.332 percent.

Proceeds from the offering will be used to refinance the short-term debt
issued in the acquisition of International Home Foods Inc., which was
completed in August 2000.

ConAgra's credit protection measures improved throughout the 1990's due to
increasing cash flow. The company's sizeable and historically stable cash
flow combined with its hedged commodity inventory help mitigate the
financial risk associated with a leveraged capital structure. ConAgra's
credit protection measures have declined in the near term due to higher
leverage resulting from acquisition of International Home Foods Inc. On a
pro forma basis, utilizing ConAgra's fiscal year data and the latest 12
months data for International Home Foods Inc., total debt-to-EBDITA was 2.4
times and EBDITA-to-interest was 4.6 times. However, Fitch expects
meaningful improvements in ConAgra's credit protection measures in the
intermediate term due to synergies from the acquisition, significant cost
savings from the company's restructuring plan and the utilization of free
cash flow to reduce debt.

ConAgra is a market leader in a number of businesses throughout the food
chain industry. The company has more than 80-plus brands, in which more
than 33 brands each have sales exceeding $100 million. Approximately 58
percent of the company's operating income was derived from its stable and
highly profitable package foods segment in fiscal 2000. Major businesses
within this segment include branded shelf stable packaged foods (e.g.
Hunt's, Wesson, Van Camp's, Chun King and La Choy) and frozen foods (e.g.
Banquet, Healthy Choice and Marie Callender's).

ConAgra's Healthy Choice label continues to be one of the company's
greatest successes with fiscal year 2000 sales in excess of $1.5 billion.
The refrigerated foods segment (meat, poultry, lamb and cheese products)
includes such brands as ButterBall, Armour and Swift Premium and
contributed 26 percent to the company's operating income. ConAgra's
agricultural product segment (crop protection chemicals, grain processing,
commodity trading) contributed 16 percent to its operating income in fiscal
year 2000. International Home Foods Inc. major brands include Pam cooking
spray, Chef Boyardee pasta products, Bumble Bee Tuna, Louis Kemp Seafood
and Gulden's Mustard.

CONSUMER LIGHTNING:  Involuntary Case Summary
Alleged Debtor:  Consumer Lightning Products, Inc.
                  81 Thompson Drive
                  Asheville, NC 28803

Involuntary Petition Date:  September 7, 2000

Case No.:  00-10730

Chapter:  11

Court:  Western District of North Carolina

Judge:  George R. Hodges

Petitioners' Counsel:  Van Winkle, Buck, Wall, Starnes & Davis, P.A.
                         Post Office Box 7376
                         Asheville, NC 28802
                         (828) 258-2991


Craig J. Fearnside               Unsecured                $ 36,500

Frank Fearnside, III             Unsecured                $ 26,100

R. Kelly Calloway                Unsecured                $ 24,500

Nancy T. Calloway                Unsecured                $ 12,335

Frank Fearnside, IV              Unsecured                 $ 7,250

Cable Data & Sales               Unsecured                 $ 4,374

Medshare, Inc.                   Unsecured                   $ 918

CORAM HEALTHCARE: Court Approves $40MM Debtor-In-Possession Financing Pact
Coram Healthcare Corporation (CRHEQ.OB) and Coram, Inc., collectively
referred to as Coram Healthcare or the Company, announced that the U.S.
Bankruptcy Court for the District of Delaware issued its final order
permitting the Company to access as necessary the Debtor-in-Possession
(DIP) financing agreement previously negotiated with Madeline LLC, an
affiliate of one of the Company's principal debt holders. The financing
agreement dated August 30, 2000, provides the Company a $40 million DIP
financing line of credit.

"Coram Healthcare's operating subsidiaries continue to generate adequate
cash flow operationally, so we are meeting all of our day-to-day
obligations to patients, employees and suppliers," said Coram Healthcare
Chairman, President and Chief Executive Officer Daniel D. Crowley.
"Accounts payable are current and we are accepting and treating new and
existing patients every day. We do not foresee an immediate need to access
this financing, but this approval does provide the Company with additional
financial flexibility."

As previously announced, Coram Healthcare Corporation and Coram, Inc. filed
voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
on August 8, 2000. The Company's election to file for Chapter 11 was solely
for the purpose of reducing and restructuring debt and maintaining
compliance with all applicable federal laws and regulations. The Company is
not seeking relief from the day-to-day operating expenses of its
subsidiaries, which are not in bankruptcy and continue to maintain normal
business operations.

In a related matter, the U.S. Trustee authorized the formation of an Equity
Committee to be made up of large shareholders who wish to serve. The
committee's role will be to represent the interests of shareholders in the
bankruptcy court proceedings.

"Independent financial experts advised us that there were no viable options
for new financing and that the value of the Company is less than the value
of the debt," said Mr. Crowley. "Nevertheless, we welcome any and all
timely proposals from the Equity Committee that will benefit shareholders
while allowing the Company to remain compliant with federal Stark II laws
beginning January 1, 2001 and to meet its $252 million debt obligations due
or redeemable in May 2001."

The plan of reorganization submitted by Coram Healthcare to the court on
August 8, 2000, anticipates emergence from bankruptcy as a privately held
company by December 31, 2000.

Denver-based Coram Healthcare, through its subsidiaries, including all
branch offices, is a national leader in providing quality home infusion
therapies and support for clinical trials, medical product development and
medical informatics.

CSK AUTO: Moody's Confirms Corporate & Subordinated Debt Ratings
Moody's Investors Service confirmed the corporate and subordinated debt
ratings of CSK Auto, Inc. but lowered the bank facility rating.

The following ratings were affected by this action:

    a) Senior implied rating confirmed at Ba3;

    b) Senior secured bank facility ratings lowered to Ba3 from Ba2;

    c) 11% senior subordinated notes confirmed at B2;

    d) Senior unsecured issuer rating confirmed at B1.

The corporate and subordinated ratings are weak in their categories given
recent financial results and current debt levels. Their confirmation
reflects Moody's expectation that CSK can reduce leverage in the short term
as the recently converted Big Wheel, Rossi, and Al's stores mature and
begin to achieve the productivity levels of CSK's traditional stores. The
downgrade of the bank debt reflects higher than expected borrowings
relative to the collateral position, and the expectation that asset
coverage will remain weaker than originally anticipated.

The rating outlook for all debt has been changed to negative from stable
due to CSK's high borrowing levels and concerns about the current weak
business environment for auto parts retailers. An inability to reduce debt
and improve asset utilization within the short term could result in further
negative rating actions.

CSK is reporting negative same store sales trends in the DIY (Do It
Yourself) segment of the market due to higher gas prices reducing the
number of miles traveled and consumer's appetite to spend money on car
repairs, and milder weather. The diminished DIY business has been offset
this year by growth in the professional and corporate business, which now
represents nearly 20% of CSK's business and generally improves the
productivity of its stores. CSK's broader geographic coverage should also
insulate it from regional economic or weather-related issues. However, the
full price paid for its most recent acquisitions and some of the indirect
costs of integration increased the short term financial stress on the

CSK Auto Inc., headquartered in Phoenix, Arizona, operates a chain of more
than 1,100 auto parts stores serving consumers, professional installers,
and corporate accounts throughout the Western and Central U.S. Revenues
were $1.2 billion for the year ended January 2000.

DYERSBURG CORP: Announces Filing of Pre-Negotiated Chapter 11 Petition
According to Fairchild Publications, Dyersburg Corp. announced its plan to
file a pre-negotiated Chapter 11 petition to lessen its debt to $110
million. The company also announced it will cancel its common stock, which
is traded over the counter.  "We are moving forward to implement the plan,"
Dyersburg CFO William Shropshire told Scott Malone in a phone interview.
He added that the company hasn't decided on a date yet, but when they do,
it would be in Wilmington, Del. "in the very near future."

ELDER-BEERMAN: Share Buy-Back Program is Underway
The Elder-Beerman Stores Corp. commenced its previously announced
self-tender offer for up to 3,333,333 shares, or approximately 22%, of its
common stock. Under the terms of the offer, the company will invite
shareholders to tender their shares at prices specified by the tendering
shareholders at a purchase price not in excess of $6.00 nor less than $4.50
per share.

The tender offer began September 8, 2000, and will expire at 12:00
midnight, New York City time, on Thursday, October 5, 2000, unless extended
by the company.

The company will determine a single per share purchase price, net to
the seller in cash, without interest, that it will pay for validly tendered
shares, taking into account the number of shares tendered and the prices
specified by the tendering shareholders. If the offer is over-subscribed,
shares will be purchased first from shareholders owning fewer than 100
shares and tendering all of such shares at or below the purchase price
determined by the company and then from all other shares tendered at or
below such purchase price on a pro rata basis. The tender offer will not be
conditioned on any minimum number of shares being tendered. The company
reserves the right, in its sole discretion, to purchase more than 3,333,333
shares, subject to compliance with applicable law.

Wasserstein Perella & Co. will act as Dealer Manager, and Morrow & Co.
will be the Information Agent.

The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 60
department stores in Ohio, West Virginia, Indiana, Michigan, Illinois,
Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also operates two
furniture superstores. The company has announced it will open three new
concept stores in 2000.

ENAMELON INC: Announces Consent To File For Voluntary Chapter 11
Enamelon Inc., Dow Jones reports, against which an involuntary bankruptcy
petition was filed in New Jersey in July has consented to a voluntary
filing under Chapter 11 in the state's U.S. Bankruptcy Court.  Enamelon,
which laid off 75% of its manpower in June, and was delisted from Nasdaq in
October, requested financing from Church & Dwight Co.

GENESIS/MULTICARE: Creditors' Committee Retains Houlihan Lokey As Advisor
The Official Committee of Unsecured Creditors of Genesis Heath Ventures,
Inc., asks Judge Walsh for approval to retain Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., as its financial advisors, nunc pro tunc to July
11, 2000.

Specifically, at $125,000 Monthly Fee and an additional Transaction Fee
apart from reimbursement of reasonable expenses, HLHZ will:

    (1) analyze and review the financial and operating statements of the
        Debtors and their subsidiaries;

    (2) analyze the business plans and forecasts of the Debtors and their

    (3) evaluate the assets and liabilities of the Debtors and their

    (4) Provide specific valuation analyses that the Committee may require;

    (5) evaluate the sales process for certain assets of the Debtors and
        their subsidiaries;

    (6) devise appropriate strategies to maximize the value to be received
        by the unsecured creditors in the Debtors' cases;

    (7) assess the financial issues and options concerning a plan of
        reorganization as well as prepare, analyze, and explain the Plan
        to various constituencies; and

    (8) provide testimony in court on behalf of the Committee, if necessary.

                                *  *  *

The United States Trustee objects to the provision for a Transaction Fee
when the services do not include Investment Banking services.

The UST also objects to the inclusion of indemnification provision which
UST observes may be contrary to applicable law and may be inconsistent
with prior decisions in Delaware. Moreover, the UST points out that the
proposed indemnification may constitute a breach of fiduciary duty of one
or more of the various fiduciaries in the case.

The UST has confirmed with Counsel for the Committee that no compensation
shall be paid to the professional unless the Court enters an order
allowing compensation and reimbursement after reviewing an appropriate fee
application filed consistent with any applicable administrative order
previously approved by the Court in this case. (Genesis/Multicare
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-

GLOBAL TISSUE: Announces American Tissue's Plan To Purchase Memphis Plant
The Commercial Appeal in Memphis announces American Tissue Inc. of
Hauppauge, N.Y., its plan to spend $66.3 million to purchase Global Tissue
LLC plant in Memphis. The bankrupt tissue manufacturer in North Memphis
filed for Chapter 11 in July after it closed in May 10, leaving more than
300 employees jobless. Brian Pecon, director of economic and resource
development said, "The agreement is not yet done, but they feel comfortable
enough to submit an application for review with the (Memphis and Shelby
County) Industrial Development Board." Pecon added that the petition will
be considered by the IDB on its Sept. 20 board meeting.

Former workers together with the 150 workers that were laid-off in January
is represented by the Paper, Allied-Industrial, Chemical and Energy Workers
International Union (PACE). "The company (American Tissue) has agreed to
hire the former workers, but nothing has been signed yet, because we are
currently negotiating a new contract," said Lloyd Walters, vice president
and PACE region 7 director in Memphis.

HARNISCHFEGER INDUSTRIES: Assuming & Assigning Asia Pulp & Paper Orders
Pursuant to a Settlement Agreement resolving the Asia Pulp & Paper
Litigation earlier this year, APP will acquire certain components and
spare parts produced or acquired by Beloit in connection with two
papermaking machines sold by Beloit. In accordance with the Settlement,
Beloit seeks the Court's authority for the assignment of 14 Purchase
Orders involving an aggregate amount of $10,718,210 to Asia Pulp & Paper
Company, Ltd.

Pursuant to section 11 U.S.C. Sec. 365(f) of the Bankruptcy Code, Beloit
Corporation will assign all of its rights, title and interest to the
Purchase Orders to Asia Pulp & Paper Company, Ltd. After assignment of the
Purchase Order, Beloit will not be liable for any breach under the Purchase
Orders, pursuant to section 365(k) of the Bankruptcy Code. Beloit says that
it has investigated APP's financial strength and is confident that it can
perform its obligations under the Purchase Orders. (Harnischfeger
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,

HMT TECHNOLOGY: Merger Deal with Komag Looks Like a Go
Komag, Incorporated, a technical leader in the disk drive component
industry, is shipping 20 GB per platter media in volume. The company is
shipping these high capacity disks to both 5400 RPM and 7200 RPM
applications. With these new products, Komag is a key enabler of the disk
drive industry's relentless performance improvement. "Data storage density
has more than doubled in the past twelve months," stated Ray Martin,
Komag's senior vice president of sales and customer service. "We are proud
that we continue to provide technology solutions to our customers that
support their time-to-market and time-to-volume needs."

This new generation of disks incorporates rapidly evolving technological
improvements, including ultra-smooth substrates, high moment magnetic
alloys, and an extremely thin and durable carbon overcoat. "Through our
work on technology demonstrations, we have staged the necessary ingredients
to stay abreast of the industry's rate of change. With careful planning and
meticulous engineering we are able to advance our processes using current
equipment without costly modification. The technology elements for the next
several generations of disks are staged and ready to deploy as the industry
requires," stated Chris Bajorek, Komag's, executive vice president and
chief technical officer.

Komag and HMT plan, pending stockholder approval, a merger of the two
companies. Komag and HMT mailed a Joint Proxy Statement/Prospectus to
stockholders of Komag and HMT containing information about the merger on or
about August 21, 2000.

Founded in 1983, Komag, Incorporated has produced over 465 million
thin-film disks, the primary storage medium for digital data used in
computer disk drives. The company is well positioned as the broad-based
strategic supplier of choice for the industry's leading disk drive
manufacturers. Through its advanced development facilities in the United
States and high volume production factories in Southeast Asia, Komag
provides high quality, leading-edge disk products at a low overall cost to
its customers. These attributes enable Komag to partner with customers in
the execution of their time-to-market design and time-to-volume
manufacturing strategies.

IMAGICA ENTERTAINMENT: BDO Seidman Tenders its Resignation as Auditor
On August 21, 2000 the President of Imagica Entertainment, Inc., received a
letter dated July 18, 2000 advising the company that its independent
auditors BDO Seidman, LLP had terminated the client-auditor relationship.

Additionally, on July 1, 2000 the Orlando, Florida partners of BDO bought
the Orlando, Florida office and are now operating as Gallogly, Fernandez &
Riley, LLP. They are an alliance firm of BDO but are no longer owned and
operated by BDO Seidman LLP. This was the office that previously provided
auditing services to Imagica.

Imagica states that the notification was a complete surprise to the company
and it is currently exploring its options to engage independent auditors.

LANGSTON CORPORATION: Case Summary and 20 Largest Unsecured Creditors
Debtor:  The Langston Corporation
           111 Woodcrest Road
           Cherry Hill, NJ 08003

Chapter 11 Petition Date:  September 6, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03542

Debtor's Counsel:  Michael R. Lastowski, Esq.
                     Duane, Morris & Heckscher LLP
                     1201 Orange Street
                     10th Floor
                     Wilmington, DE 19801
                     (302) 657-4942
                     Fax (302) 571-5560

Total Assets:  $ 10 Million Above
Total Debts :  $ 10 Million Above

20 Largest Unsecured Creditors

BancBoston Investments Inc.                          
175 Federal Street
Boston, MA 02110                                   $ 893,000

680 Wall street
Winnepeg, Canada R3G2T8                            $ 892,251

Georgia Pacific
8600 N.E. 38th Street
Kansas City, MO 64161                              $ 579,458

Interfic, Inc.
P.O. Box 950
Dallas, NC                                         $ 578,900

Deline Box Company/Southern
3700 Lima Street
Denver, CO 80239                                   $ 555,431

Fromm Electric Supply Corp.
P.O. Box 80
Phillipsburg, NJ 08865                             $ 554,528

Corrugated Services
331 South Hale Ave.
Fullerton, CA 92631                                $ 433,493

Harris Packaging Corp.
1600 Carson St.
Haltom City, TX 76117                              $ 390,000

P.O. Box 14101
New Brunswick, NJ 08906                            $ 356,927

Green Bay Pkg. Inc.
Tulsa Division
6106 W. 68th Street
Tulsa, OK 74131-2429                               $ 342,135

Rumsey Electric
P.O. Box 8500-F5770
Philadelphia, PA 19178                             $ 277,289

Pamarco Incorporated
P.O. Box 8500-41320
Philadelphia, PA 19178                             $ 269,853

China Packaging International
  Trading Corporation                               $ 222,068

Applied Industrial Technologies                    $ 209,508

Lindquist Macinery Corp.                           $ 203,645

All Metal Fabricators                              $ 172,216

SL Surface Technologies                            $ 168,036

Hull's Electric Service, Inc.                      $ 167,500

Ernst & Young LLP                                  $ 154,118

First Union                                        $ 141,702

LIGHTDOG.COM: Creditors Files Involuntary Chapter 7 in Minneapolis
Creditors of Inc. filed an involuntary Chapter 7 bankruptcy
against the company in the U.S. Bankruptcy Court in Minneapolis, Mn. under
case number 00-43556. Lightdog, which is involved in legal disputes with
some of its creditors, said that it would file lawsuit against them. Assets
and liabilities are not known, but it is believed that the company owes
about $10 million to its six of its vendors. Minneapolis-based Lightdog
provides online family entertainment through filtered Internet access. (New
Generation Research, Inc. 13-Aug-00)

LOEWEN GROUP: Funeral Home's Texas Headquarters Moves To Cincinnati, Ohio
According to the Associated Press, the Canadian-based Loewen Group Inc., is
relocating its U.S. headquarters from Texas to Cincinnati, Ohio.  
Considered as one of the world's largest funeral home and cemetery
operator, Loewen filed for bankruptcy protection under Chapter 11 in June
of 1999. The company which is reorganizing to emerge from bankruptcy,
incurred huge debts in expanding its business in the U.S., pushing it to
restructure its debts.

MERCURY AIR: Fredrickson, De Silva, Ferroni, and McKay As New Gen. Managers
Mercury Air Group, Inc. (AMEX/PCX: MAX) announced that it has hired new
General Managers at four of its fixed-base (FBO) operations. Charles R.
(Chuck) Fredrickson has been named General Manager at the newly acquired
Fort Wayne location; Joe De Silva has been named General Manager at Mercury
Air Center-Tulsa; Paul M. Ferroni has been named General Manager at Mercury
Air Center-Addison; and Shawn McKay has been named General Manager at
Mercury Air Center-Santa Barbara. Mercury operates 19 FBOs across the
nation under the name Mercury Air Centers.

Fredrickson, who previously served as Vice President/General Manager of
Casper Air Service in Casper, Wyo., will report to Jeff Smith, Mercury's
Eastern Regional Director based in Addison, Texas. Fredrickson has 25 years
of general aviation management experience and has previously served as Vice
President Operations for Triton Air/Aero Services, International; Corporate
Project Manager for Jet Centers, Inc., and General Manager for Exxon

DeSilva, who will also report to Smith, previously served as Station
Manager for Sawyer Aviation's commercial aviation department in Phoenix,
Ariz. DeSilva has held several management positions throughout his 31-year
aviation career, including experience as General Manager of FBOs in Mesa,
Ariz.; Allentown, Penn.; and Flint, Mich.

"Chuck and Joe will all bring an extensive amount of experience and
expertise to the Mercury team," said Jeff Smith, Eastern Regional Director
of Mercury Air Centers, adding "They will be a perfect match in our growing
management team."

McKay previously served as Operations Manager for Signature Flight Support
in Santa Barbara and will report to Dan McDyre, Western Regional Director
of Mercury Air Centers based in Reno, Nev. McKay also held the position of
Operations Manager at Signature Flight Support's DCA location prior to
relocating to Santa Barbara.

"Shawn McKay is a young, energetic professional with extensive aviation
acumen.," McDyre said. "He is strongly safety oriented. Shawn will provide
the service expected by our customers while helping expand the horizons of
our trusted employees. I look forward to working with Shawn as he and his
Mercury team grow the Mercury Air Center business in Santa Barbara."

Ferroni, who will also report to McDyre, previously served as Operations
Manager for Tucson Aeroservices Center and has 10 years of aviation
experience, including operation of his own fixed-based aviation business in
Lovington, N.M. Ferroni also spent 18 years as a deputy sheriff in New
Mexico and Arizona.

"Paul's experience in the fixed-base aviation business will be invaluable
as we continue to grow Mercury Air Center-Addison," McDyre said. "I am
certain that he and his team will continue to provide the best in service
and professionalism to all of Mercury's clients."

Mercury Air Centers operates 19 fixed base operations (FBOs) nationwide,
under the name Mercury Air Centers, located in: Alabama (Birmingham);
California (Bakersfield, Burbank, Fresno, Los Angeles, Ontario, Santa
Barbara); Georgia (Atlanta Hartsfield and Dekalb Peachtree): Indiana (Fort
Wayne); Massachusetts (Bedford); Mississippi (Jackson); Nevada
(Reno/Tahoe); Oklahoma (Tulsa); South Carolina (Charleston and John's
Island); Tennessee (Nashville); and Texas (Dallas Addison and Corpus

Mercury Air Group, Inc. is a worldwide provider of aviation petroleum
products, cargo services, aviation information technology and support
services to international and domestic commercial airlines, general and
business aviation and U.S. government aircraft. Founded in 1956 by three
members of the American Volunteer Group in China, better known as the AVG
Flying Tigers, Mercury reported fiscal year 1999 net income of over $5.9
million on revenues of over $224 million.

MERCURY AIR: Releases Fourth Quarter and Fiscal 2000 Results
Mercury Air Group, Inc. (AMEX/PCX:MAX) announced that revenue for the 2000
fourth quarter was $90,634,000, up 46.7% from $61,767,000 for the same
quarter of fiscal 1999.

Net income in the fourth quarter ended June 30, 2000 was $729,000, or $0.11
per share basic and diluted, compared to $1,564,000, or $0.24 per share
basic and $0.18 per share diluted for the fourth quarter of fiscal 1999.
Net income in the fiscal 1999 fourth quarter includes an extraordinary
charge of $228,000, or $.03 per share basic and $.02 per share diluted
related to the repurchase of convertible subordinated debentures.

Net income for fiscal 2000 was $2,029,000, or $0.31 per share basic and
$0.30 per share diluted, compared to net income for fiscal 1999 of
$5,939,000, or $0.89 per share basic and $0.68 per share diluted. Results
for fiscal 2000 were impacted by the bankruptcy of a major customer and
significantly higher bad debt charges. The fiscal 2000 period includes a
bad debt expense of $5.4 million, including $2.7 million resulting from the
bankruptcy of Tower Air, Inc. and a bad debt provision of $2.7 million due
to higher fuel prices affecting the aviation industry. The bad debt
provision in fiscal 1999 was $1.7 million. The increase in the general bad
debt reserve resulted from significantly higher fuel prices during the
current fiscal year which have created a greater risk of loss due to
potential bad debts related to certain airline accounts. Future periods may
continue to be impacted by higher reserve requirements related to potential

Net income for fiscal 2000 includes an extraordinary charge of $979,000, or
$0.15 per share basic and $0.13 per share diluted related to the redemption
of the Company's 7 3/4% Convertible Subordinated Debentures due February 1,
2006. Net income in fiscal 1999 includes an extraordinary charge of
$483,000, or $0.07 per share basic and $0.05 per share diluted related
primarily to these Debenture repurchases during fiscal 1999.
For the fiscal year ended June 30, 2000, revenue was $338,742,000 compared
to revenue of $224,675,000 for fiscal 1999. Revenue for fiscal 2000 was
impacted by higher fuel prices and higher volume of fuel sold in both
commercial and fixed base operations, and higher revenues from cargo

Joseph A. Czyzyk, President and CEO of Mercury, stated, "Our service
businesses, particularly fixed base operations and cargo operations,
continue to grow and gain increasing performance reliability in their
specific contributions to Mercury's operating income."

Mercury Air Group, Inc. is a worldwide provider of aviation petroleum
products, cargo services, aviation information technology and support
services to international and domestic commercial airlines, general and
business aviation and U.S. government aircraft. Founded in 1956 by three
members of the American Volunteer Group in China, better known as the AVG
Flying Tigers.

MSV RESOURCES: Makes Proposal to Creditors Re the Filing For Bankruptcy
Following a meeting held Tuesday, September 12, 2000, the Board of
Directors of MSV Resources Inc., a company located in Montreal, Quebec, has
authorized the filing, with Raymond, Chabot Inc., to the attention of Mr.
Jean Robillard, designated trustee, of a notice of its intention to make a
proposal to its creditors in conformity with section 50.4(1) of the
Bankruptcy and Insolvency Act.

MSV Resources Inc. is assured that, for the coming weeks, it will have the
necessary funds to maintain its Chibougamau installations.

NATIONAL PICTURE: Uniek Submits Bid for Troubled Frame Manufacturer
Uniek Inc., The Associated Press reports, signed a letter of intent to
purchase the financially troubled photo frame manufacturer, which filed for
Chapter 11 in July 28. National Picture and Frame Co. agreed to the letter
that was filed in a U.S. Bankruptcy Court to be outbid or to be chosen when
the time comes. According to President Dennis Gerrard of NP&F, the final
sale hearing is scheduled on Sept. 27. Waunakee-based Uniek, also
manufactures and imports photo frames and photo albums.

PITTSBURGH CORNING: Gets Extension to File Reorganization Plan to Dec. 15
Pittsburgh Corning Corp. said if its exclusive period to file a Chapter 11
reorganization plan is extended to Dec. 15, it will get time to develop a
plan, engage in meaningful talks with creditors, and pursue negotiations
and litigation with insurers to get funds to finance the plan.
Reorganization efforts have so far been focused on staying asbestos
litigation, obtaining debtor-in-possession financing, stabilizing its
business operations and exploring possible sources of plan funding,
including participating in litigation brought by one of its shareholders to
determine the scope of responsibility of various insurers, the company
said.(ABI, 12-Aug-00)

PLAY BY PLAY: Renaissance Discloses 5.23% Equity Stake in Toy Concern
Renaissance US Growth and Income Trust PLC reports the beneficial ownership
of 408,375 shares of the common stock of Play By Play Toys & Novelties
Inc., with sole voting and dispositive powers. The 408,375 share held
represent 5.23% of the outstanding common stock of the company.

On July 3, 1997, Play By Play and Renaissance entered into a $2,500,000
Convertible Debenture with an 8.0% interest rate, due June 30, 2004,
convertible at $16.00 per share. According to the Amended Convertible
Debenture and Loan Agreement, the conversion price of the debenture was
lowered to $6.00 per share effective November 23, 1999. On July 21,
2000, the company made a $25,000 principal payment, bringing the 8%
Convertible Debenture amount to $2,475,000. On August 21, 2000, the
company made a $24,750 principal payment bringing the 8% Convertible
Debenture amount to $2,450,250. Thus Renaissance owns 408,375 shares of
the company's common stock on a fully converted basis. The Debentures
are convertible within sixty days. The Investment Manager is Renaissance
Capital Group, Inc., which is also Investment Advisor for Renaissance
Capital Growth & Income Fund III, Inc. Renaissance Capital Growth & Income
Fund III, Inc. also owns securities of Play By Play Toys & Novelties, Inc.

PRECISION AUTO: Five Car Washes in Columbus, Ohio Sold for $1.8 Million
Precision Auto Care, Inc. (Nasdaq: PACI) announced that it sold five car
washes in the Columbus, Ohio area for $1.8 million. The net proceeds were
applied to reduce the Company's outstanding indebtedness to FFCA
Acquisition Corporation from approximately $2.6 million to under $1
million. The Company also announced that it has signed an agreement to sell
three car washes in Indianapolis, Indiana, and that negotiations were
underway with potential purchasers for the sale of one other car wash in
Indianapolis, and a Precision Tune Auto Care center in Stratford,
Connecticut. The net proceeds will be applied first to satisfy the
Company's remaining indebtedness to FFCA with the balance to be applied to
prepay its senior financing.

Precision Auto Care, Inc. is the world's largest franchisor of auto care
centers, with 564 operating centers as of September 13, 2000. The Company
franchises and operates Precision Tune Auto Care, Precision Auto Wash, and
Precision Lube Express centers around the world, and offers a vertically
integrated organization with manufacturing and distribution subsidiaries.

PRIMARY HEALTH: Deaconess Hospital Sold to Nour Management for $5 Million
Cleveland's Plain Dealer reports, Nour Management Co., received bankruptcy
court approval in Delaware to purchase Deaconess Hospital of Cleveland from
Primary Health Systems. The sale amounted to $5 million and will take
effect on Oct. 1, according to Primary Health spokesman, Ed Nebb. Judge
Mary F. Walrath saved the 77-year-old Deaconess from being shutdown.

Primary Health Systems Inc. and its five Ohio hospitals filed for chapter
11 protection last March 18 last year in the District of Delaware, listing
$237 million in liabilities and $157 million in assets.

RECYCLING INDUSTRIES: Metal Recycling Plant Might Pull Out of Bankruptcy
Troubled Recycling Industries, Inc.'s reorganization plan filed in
bankruptcy court in Denver states having two companies as lenders might
help it emerge from bankruptcy. Commercial Metals Co. and Credit Suisse
First Boston Corp. as lenders were sought by Bank of America to supply
funds for the company to reorganize. The plan, when approved by the court,
will allow the Colorado-based metal recycling firm to reconstitute partial
ownership for the nine remaining operating units with the managers from
which the company purchased the properties.

SAFETY-KLEEN: UST Patricia Staiano Attacks CEO Thomas' Divided Concerns
According to a bankruptcy court filing, U.S. Trustee Patricia Staiano wants
David Thomas' removed due to his various positions, "conflicting duties"
that would somehow impair the critical decisions made for the bankrupt
Safety-Kleen Corp., The Associated Press reports.  Thomas started as
chairman and CEO in May, and is also senior managing director and
investment banking head of Raymond James & Associates Inc. of St.
Petersburg, Fla. Raymond James is the underwriter for the troubled
landfill's stock offering before it filed for Chapter 11 in June. The
investment company also serviced Laidlaw Inc., in Canada, which owns 44
percent of Safety-Kleen.

Staiano serves as trustee in Delaware, where Safety-Kleen filed for Chapter
11. Staiano joined a motion by a group of former Safety-Kleen employees
asking a judge to reconsider a severance package and employment agreement
for Thomas, as well as company president, Grover Wrenn, and chief financial
officer, Larry Singleton.

SERVICE MERCHANDISE: San Francisco and San Jose, CA Stores Will Be Closed
Service Merchandise Company, Inc. (OTCBB:SVCDQ), has announced plans to
close its stores located at 180 East El Camino Real in San Francisco, CA
and at 5353 Almaden Expressway in San Jose, CA. These closures are part of
the Company's restructuring, and come after a strategic analysis of each
store's performance.

The San Francisco store will end normal operations on Sunday, October 15,
2000 with a four-day sample sale beginning on Thursday, October 12 and
continuing until the store permanently ceases operations on October 15. To
provide extra help through the holiday season, some members of San
Francisco management are being temporarily assigned to the San Jose
location. The San Jose store will close at the end of the holidays.
The company continues to focus its attention on departments in which it is
a powerful competitor. Service Merchandise has chosen to focus on jewelry,
gifts and home products. Major format changes have and are continuing to
take place in many of the stores changing them to a self-service layout.
Customers of these two stores can still shop with the company via the
Internet at its online store at

Service Merchandise is a national retailer of fine jewelry, gifts and home
furnishings. The Brentwood, TN-based company employs approximately 15,000
associates and operates 220 stores in 31 states.

STROUDS INC:  Case Summary and 20 Largest Unsecured Creditors
Debtor:  Strouds, Inc.
           780 South Nogales Street
           City of Industry, CA 91748

Type of Business:  Strouds, Inc. is a leading specialty retailer of better
                     quality bath, tabletop and other home textiles
                     products, decorative accessories, window treatments,
                     furniture and area rugs.

Chapter 11 Petition Date:  September 7, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-03552

Debtor's Counsel:  David B. Stratton
                     Pepper Hamilton LLP
                     1201 Market Street, Suite 1600
                     P.O. Box 1709
                     Wilmington, Delaware 19899-1709
                     (302) 777-6500

Total Assets:  $ 107,847,000
Total Debts :  $  80,927,000

20 Largest Unsecured Creditors

Hollander Home Fashions
6560 W. Rodgers Circle
Boca Raton, FL 33487                      Trade                $ 2,764,807

14000 Arminta St.
Panorama City, CA 91402                   Trade                $ 1,235,691

262 5th Avenue
New York, NY 10016                        Trade                $ 1,047,140

American Pacific
222 Columbia Avenue
San Francisco, CA 94133                   Trade                $ 1,021,750

Sheridan Australia
295 5th Avenue, Suite 1218
New York, NY 10036                        Trade                  $ 536,989

205 North White Street
Fort Mill, SC 29715                       Trade                  $ 522,529

Canning Vale
60 Braemer Drive
Hillsborough, CA 94010                    Trade                  $ 388,913

Fieldcrest Cannon, Inc.
4111 Mint Way
Dallas, TX 75237                          Trade                  $ 386,846

Golden Gate Insurance Brokers
4040 Civic Center Drive, Suite 520
San Rafael, CA 94903                      Trade                  $ 326,992

Regal Rugs, Inc.
819 Buckeye Road
North Vermon, IN 47265                    Trade                  $ 324,173

Revman Industries
1211 6th Avenue, 30th Floor
New York, NY 10036                        Trade                  $ 268,669

New Concepts
6021 Bandini Blvd.
Commerce, CA 90042                        Trade                  $ 251,295

Martex/Westpoint Stevens, Inc.
1185 6th Avenue, Floor 12
New York, NY 10018                        Trade                  $ 251,169

Colour Quest, Inc.                        Trade                  $ 247,425

Park B. Smith Ltd.                        Trade                  $ 223,144

Synergy, Inc.                             Trade                  $ 219,973

Louisville Bedding                        Trade                  $ 218,829

Matteo Linens                             Trade                  $ 196,342

Crown Craft                               Trade                  $ 189,618

Palais Royal                              Trade                  $ 189,092

STELLEX TECH: Moody's Junk All Debt Ratings & Says Outlook Remains Negative
Moody's Investors Service downgraded the rating of Stellex Technologies,
Inc.'s $235 million senior secured bank facility, consisting of a $65
million revolving credit maturing 2005, a $60 million Term Loan A maturing
2005 and a $110 million Term Loan B maturing 2006, to Caa2 from Caa1; the
$100 million 9.5% senior subordinated notes due 2007 to Ca from Caa3; the
long term issuer rating to Caa3 from Caa2; and the senior implied rating to
Caa2 from Caa1. The rating outlook remains negative.

The rating action was precipitated by Stellex's filing of voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code
on September 12. The company stated that it has negotiated a "debtor-in-
possession" financing facility with its senior lenders, which upon
bankruptcy court approval, will provide $36 million revolving credit
facility. Moody's action today follows our downgrade of the company's debt
in May 2000 after the Agent bank for its $235 million credit agreement
delivered a Payment Blockage Notice to the trustee of the 9 1/2% senior
subordinated notes prohibiting the payment of the semi-annual installment
of interest due the noteholders on May 1, 2000. The Notice was delivered
because of defaults under certain financial covenants of the credit
agreement, including interest coverage.

The ratings reflect Stellex's high balance sheet leverage resulting from
its aggressive, largely debt financed acquisition program since its
incorporation in 1997. Further, the ratings consider the company's large
level of intangible assets, minimal book equity, and decline in commercial
aerospace revenue and on-going losses from operations. The company's most
recently published financial statements, dated as of September 30, 1999,
reported nine-month revenue of $166 million and EBITDA of $32.7 million.
Interest expense for the period totaled $18.7 million. Stellex's balance
sheet as of September 30, 1999 showed total debt of about $294 million, 13%
PIK redeemable preferred stock of $20.1 million and common equity of $3.7
million. Intangible assets totaled about $168 million.

The Caa2 rating on the senior secured bank credit facilities benefits from
a first priority lien on substantially all assets, but also considers the
high level of intangible assets. The certainty of full recovery on the
facilities given the filing of bankruptcy and high level of intangibles is
questionable. The Ca rating of the $100 million of senior subordinated
notes reflects both the contractual subordination to senior debt and the
lack of collateral protection offered to the outstanding under the bank
credit facility. Moody's believes that full economic recovery on the notes
is not likely. Both the bank credit facility and the senior subordinated
notes are fully guaranteed by all domestic subsidiaries of Stellex.

Stellex Technologies, Inc., headquartered in New York, NY, through its
primary subsidiaries Stellex Electronics and Stellex Aerostructures,
provides services and highly engineered subsystems and components for the
commercial aerospace, defense and space industries.

SUN HEALTHCARE: Moves to Reject Tujunga Office Lease in Burbank, Calif.
SunPlus Home Health Life Services, Inc. leases 23,545 square feet of
office space at 100 East Tujunga, Burbank, California, from Tujunga
Properties, Inc., for $40,733 per month. The term of the lease expires on
September 30, 2003. Tujunga told SunPlus it had located a new tenant and
wanted SunPlus to assume or reject the Tujunga Lease. SunPlus wants
smaller space for the office at lower cost. Tujunga cannot satisfy the
Debtor's requirement with an alternative site. With the help of brokers,
SunPlus has located suitable space of approximately 11,904 square feet at
monthly base rent of $22,022 representing monthly savings of approximately
The Debtors are optimistic SunPlus can move into the new office in August,
2000 with fitting-out completed. Accordingly, they seek the Court's
authority for the rejection of the Tujunga Lease to be effective as of the
earlier of the date on which SunPlus surrenders possession of the premises
to Tujunga, or September 15, 2000. Tujunga has filed with the Court their
limited objection to the Debtors' motion for rejection of the lease.

U. S. EXPLORATION: Denver Investment Discloses 17.3% Equity Stake
Denver Investment Advisors LLC beneficially owns 3,220,000 shares of the
common stock of United States Exploration Inc., representing 17.3% of the
outstanding shares of common stock of the company. Denver Investment
Advisors holds sole voting and dispositive powers over the shares held.

U. S. EXPLORATION: Enters Into New $6 Million Revolving Credit Agreement
United States Exploration, Inc. has entered into a credit agreement with
Bank of Oklahoma, N.A.. The revolving credit agreement is available through
August 1, 2003 in the original amount of $6,000,000, which may be increased
up to $10,000,000 based on subsequent borrowing base determinations by the
lender. The loan bears interest at rates varying from lender prime to 0.75%
below lender prime, depending upon the outstanding principal balance of the
loan, and is secured by all of the company's oil and gas properties.
Interest is payable monthly and principal is payable at the end of the
credit term.

The company has drawn $4,000,000 on the loan to repay a debt obligation to
Benson Mineral Group, Inc. (BMG), a private company owned by Bruce D.
Benson, the company's President and Chief Executive Officer. BMG had
extended that credit to enable the company to settle its obligations to its
prior lender. The company had agreed to repay the BMG debt as soon as a new
credit agreement was obtained. The balance of the borrowings available
under the new credit agreement can be used for working capital purposes,
including the development of the company's oil and gas properties. The
company believes that the additional borrowings available under the
agreement, when combined with its existing cash resources and continuing
cash flow from operations, will be sufficient in the near term for its
ongoing operations and the development of its oil and gas properties.

Mr. Benson was quoted as saying "This new financing arrangement completes
our total restructuring and we are now poised to move forward

Additionally, UXP will soon commence a drilling program aimed at developing
a large portion of the proven undeveloped reserves of the company and has
initiated a 25-well behind pipe recompletion program. Results to date are
as expected.

WESTSIDE HOUSES: Case Summary and 2 Largest Unsecured Creditors
Debtor:  Westside Houses, Inc.
          1411 Broadway, 32nd Floor
          New York, NY 10018

Type of Business:  Debtor is a holding company

Chapter 11 Petition Date:  September 12, 2000

Court:  Southern District of New York

Bankruptcy Case No.:  00-14255

Judge:  Burton R. Lifland

Debtor's Counsel:  Arthur Steinberg, Esq.
                    Kaye, Scholer, Fierman, Hays & Handler, LLP
                    425 Park Avenue
                    New York, New York 10022
                    (212) 836-8000

Total Assets:  $ Unliquidated
Total Debts :  $ 31,644,750

2 Largest Unsecured Creditors

Knitastiks, Inc.
1411 Broadway
New York, NY 10018                 Funds advanced         $ 603,909

Shelter Rock Holding
  Co., Inc.
9 Hamptonworth Dr.
Kings Point, NY 11024              Funds advanced         $ 291,545

WILLIAMS COMMUNICATIONS: Fitch Assigns B Rating To $5MM Preferred Stock
Fitch has assigned a `B` rating to Williams Communications Group`s (WCG)
proposed 5 million share redeemable cumulative convertible preferred stock
issuance. The proceeds will be used for network enhancements and expansion
and for working capital and general corporate purposes. Fitch`s senior
unsecured debt rating for WCG is `BB-`. The Rating Outlook for WCG is

The rating of WCG recognizes the company`s successful efforts in growing
its Network business. The company had 28,000 miles of fiber in place as of
June 30, 2000 and expects to deploy 33,000 by year-end 2000. In addition to
these efforts, WCG has 98 carrier-class data centers for collocation
services for customers. The number of data centers is expected to increase
to more than 125 in 2000. The rating also acknowledges that WCG has
numerous strategic relationships including SBC Communications (SBC). SBC
represents a large scale and powerful distribution channel for loading
traffic onto the WCG network. SBC will resell WCG services to its
approximate 61 million access lines and in June, received permission to
offer long distance service in Texas, the first market it has gained
approval to offer this service. WCG`s Solutions operation has not met
financial expectations, but considerable system and process improvement has
been achieved, which should favorably impact operations.

The company`s liquidity position is strong due to its 1999 IPO and high-
yield debt offering along with the current issuance. As a result of
accounting treatments for dark fiber sales, EBITDA will appear low for the
rating category, but actual cash flow will be considerably stronger.

Of some credit concern is WCG`s ability to improve the financial results of
its Solutions business along with the speed at which SBC receives
regulatory relief to operate a long distance business in its various
states. The Williams Companies and WCG have announced that they are
evaluating a potential separation of the companies. The timing and type of
separation is yet to be determined. This rating does currently consider a
degree of support from The Williams Companies. However, it is expected that
the implementation of the separation will be far enough in the future that
WCG will have improved credit protection levels and the lack of any parent
support will not affect the current rating level.

Editors: Terence F. Moore and Earl A. Simendinger
Publisher: Beard Books
Softcover: 236 Pages
List Price: $34.95
Order a copy today from at:

Review by Susan Pannell

If the health care institution you administer is, like so many others,
experiencing a period of financial distress, find the time to read this
book. The fourteen health care executives who contributed to the work have
been in your position. Here, they share the lessons in techniques, tactics,
and politics they learned from managing successful turnarounds in a myriad
of health care environments. Each chapter presents a separate case history
and focuses on a particular strategy, allowing the reader to concentrate on
the issues of greatest individual interest.

A good place to begin might be by properly diagnosing your facility's
problems and potential, following the guidelines in Chapter 1. Marketing
and public relations tips (e.g., community meetings, a health kiosk in a
local shopping center, direct mailings of hospital newsletters and
physician directories) are provided in Chapter 2. An overall plan for a
turnaround, including financial strategies and methods of streamlining
administration, is laid out in Chapter 3, one of the most comprehensive
sections of the book.

Chapters 4-6 focus on people management. Issues addressed include
turnarounds in which substantial employee reduction was required; the value
of education in handling people issues, including staff retreats; and the
revitalization of a rural hospital where staff already had been cut to the
bone and the facility's survival depended upon volunteerism at all levels,
whether medical or administrative.

Reducing expenses is never enough; a successful turnaround requires revenue
increases as well.  Chapter 7 describes a turnaround accomplished by
emphasizing the hospital's best-performing core services while letting to
of nonperforming peripherals such as its retail pharmacy. This facility
also developed a targeted marketing plan that concentrated on doing a few
things very well, rather than trying to be all things to all people.

Leadership techniques, which include a strong customer orientation and good
employee communications, are discussed in Chapter 8, while Chapter 9 tracks
a lengthy turnaround over an eight-year period, including a description of
the problems that led to the health care organization's decline in the
first place.

Trying something entirely different might be the key to your turnaround.  
Chapter 10 documents the beneficial effect of initiating high-quality
specialty programs such as cosmetic and cataract surgeries and impotency
solutions in a small hospital.  Chapter 11 analyzes the programs that were
expanded and those that had to be discontinued to turn around a mid-sized

Almost anyone can downsize an organization. The art of the turnaround is to
minimize the trauma while maximizing the hospital's potential, and
protecting the turnaround artist's own job in the process.  The principles
in this book, first published in 1993, are equally sound and instructive in
this 1999 reprint.

Terence F. Moore is president and CEO of MidMichigan Health, headquartered
in Midland, Michigan.

Earl A. Simendinger is professor of management at the University of Tampa,
College of Business.


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

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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.


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