TCR_Public/000925.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Monday, September 25, 2000, Vol. 4, No. 187


AMF BOWLING: Doesn't Make Sept. 15 Interest Payment on Sr. Sub. Notes
BLOUNTSTOWN HEALTH: Case Summary and 20 Largest Unsecured Creditors
BMJ MEDICAL: Obtains Open-Ended Extension of Time to Make Lease Decisions
CARMIKE CINEMAS: U.S. Trustee to Convene Meeting of Creditors on October 6
CRIIMI MAE: Court Schedules Confirmation Hearing Scheduled for November 15

CYGNION CORPORATION: Creditors Will Meet in Santa Ana on October 12
DRKOOP.COM: Disagreements Push PricewaterhouseCoopers to Resign
ELDER-BEERMAN: Shareholders Approve 11 Resolutions at Annual Meeting
EQUALNET COMMUNICATIONS: Ernst & Young Resigns as Company's Auditors
FEDERAL-MOGUL: Moody's Places Debt Ratings Under Review for Downgrade

FIRSTPLUS FINANCIAL: Announces Ongoing Negotiations To Acquire Nineteenth
FRUIT OF THE LOOM: Selling Russell National Trademark To Russell Corp.
GENESIS/MULTICARE: Provides Adequate Protection on Dover Mortgage Bonds
GLOBAL OCEAN: Files Second Amended Plan and Disclosure Statement
GLOBE MANUFACTURING: Forbearance Agreement With Banks Extended Until Dec 31

GST TELECOM: Court Approves Time Warner's $690MM Purchase of GST Assets
HARNISCHFEGER: Horsburgh & Scott's Motion To Expunge 2 Scheduled Claims
HEILIG-MEYERS: Meeting of Creditors Re-Scheduled to November 13
HVIDE MARINE: Transportation Firm Crosses Its Fingers For Upcoming Year
ICG HOLDINGS: Moody's Lowers Debt Rating To Caa1 & Reviewing for Downgrade

INNOVATIVE CLINICAL: Bond Restructuring Completed & Releases 2Q Results
INTEGRATED HEALTH: HSBC Bank USA to Serve As Successor Indenture Trustee
KITTY HAWK: Committee Wants to Consider Alternative Plan of Reorganization
LAFAYETTE HEALTH: Case Summary and 20 Largest Unsecured Creditors
MERCURY AIR: Acquires Raytheon Aircraft's Fixed Base Operation in Alabama

NATIONAL RECORD: Prerecorded Music Retailer Holds Annual Meeting
OAKWOOD HOMES: Announces Resignation of CEO and Director W.G. Edwards
PENN TRAFFIC: Announces Linda Jones' Promotion To Groceries Vice President
PG&E GENERATING: S&P Changes Rating Outlook From Stable to Negative
PLAINS ALL: Reaches Agreement to Settle Class Action Lawsuits

PREMIER LASER: Obtains Court Authority to Reject CFO's Employment Agreement
PRIMARY HEALTH: Seeks Extension of Time To Assume/Reject Leases to Jan. 9
PRIME SUCCESSION: Court Extends 365(d)(4) Deadline through October 9
PRO AIR: Airline's Chapter 11 Filing Lists $30MM Of Unsecured Claims
PRO AIR: Case Summary and 19 Largest Unsecured Creditors

PRO AIR: Requests NTSB To Review FAA's Allegations to Continue Operations
PXRE REINSURANCE: S&P Lowers Courterparty and Financial Strength Ratings
RAYTHEON COMPANY: Sir Robert Hayman-Joyce As New Chairman of RSL Subsidiary
SAFETY COMPONENTS: Sells Valentec to Management Group for $4.15 Million
SFC NEW : Case Summary and 3 Largest Unsecured Creditors

SINGER COMPANY: Creditors To Receive 100% of the Equity of Singer N.V.
SIZZLER INTERNATIONAL: Completes Acquisition of Oscar's Restaurants
SUN HEALTHCARE: Sixth Omnibus Motion To Reject Certain Equipment Leases
TOKHEIM CORPORATION: Bankruptcy Court Approves $28MM Interim DIP Borrowing
TREND-LINES: Hilco Wins Right to Close 78 Golf Day Stores

US WOOD: Asks Judge Robinson to Extend 365(d)(4) Deadline to January 27
VIDEO UPDATE: Delaware Court Approves Video Retailer's "First Day" Motions

* Bond pricing for the week of September 25, 2000


AMF BOWLING: Doesn't Make Sept. 15 Interest Payment on Sr. Sub. Notes
On September 15, 2000, AMF Bowling Worldwide, Inc., a wholly owned
subsidiary of AMF Bowling Inc., indicated that it did not make the
September 15, 2000 interest payment of approximately $13.6 million due on
its senior subordinated notes. Bowling Worldwide and AMF Bowling Inc.
previously announced that Bowling Worldwide would not make the payment in
the August 14, 2000 filings of their quarterly reports for the quarter
ended June 30, 2000 with the Securities and Exchange Commission.

BLOUNTSTOWN HEALTH: Case Summary and 20 Largest Unsecured Creditors
Debtor: Blountstown Health Investors, LLC
         224 Chipola Road
         Blountstown, FL 32424

Affiliates: Emporia Health Investors, LLC
             South Boston Health

Chapter 11 Petition Date: September 13, 2000

Court: Western District of North Carolina

Bankruptcy Case No.: 00-51128

Debtor's Counsel: Albert F. Durham, Esq.
                   227 W. Trade St., Suite 1200
                   Charlotte, NC 28202
                   (704) 334-0891

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

20 Largest Unsecured Creditors

Colonial Bank
P.O. Box 1887
Birmingham, AL 35201
(256) 237-6621                                       $ 4,232,394

Centennial Healthcare, Inc.
400 Perimeter Center Terrace
Suite 650
Atlanta, GA 30346
(770) 698-9040                                         $ 714,931

Paragon Rehabilitation
Joe White
3100 W. End Ave.
Suite 470
Nashville, TN 37203
(615) 385-1060                                         $ 581,372

C&L Bank of Bountstown             Trade Debt          $ 158,000

Healthsouth Rehab                                      $ 155,869

Calhoun Liberty Hospital                                $ 57,529

Pharmerica                                              $ 44,387

Centennial PTS/CPR+                                     $ 18,722

Advanced Nursing Ser                                    $ 18,200

NCS Healthcare Inc.                                     $ 16,428

Medline Industries Inc.                                  $ 8,960

Mutual Wholesale Co.                                     $ 6,521

Option Care Of NW Florida                                $ 5,119

KCI Therapeutic Service                                  $ 4,712

Red Line Medical Supply                                  $ 4,467

Commercial Supply                                        $ 2,752

Farooqi, Misbah Dr. Ren                                  $ 2,300

Gulf State Chemical                                      $ 2,104

Direct Supply, Inc.                                      $ 1,657

Dairy Fresh Corporation                                  $ 1,536

BMJ MEDICAL: Obtains Open-Ended Extension of Time to Make Lease Decisions
By order entered on September 12, 2000, the US Bankruptcy Court, District
of Delaware entered an order granting the motion of the debtors, BMJ
Medical Management, Inc., et al. extending the period within which the
debtors may assume or reject the leases to and through the Effective Date
of the Plan.

CARMIKE CINEMAS: U.S. Trustee to Convene Meeting of Creditors on October 6
On August 8, 2000, the debtors, Carmike Cinemas, Inc., et al. filed
voluntary petitions for relief under Chapter 11.  A meeting of creditors is
set for October 6, 2000 at 10:00 AM, Wilmington, DE.  Counsel for the
debtors are Mark D. Collins of Richard, Layton & Finger, PA, Wilmington and
Harvey R. Miller, Weil, Gotshal & Manges LLP, New York.

CRIIMI MAE: Court Schedules Confirmation Hearing Scheduled for November 15
By order entered on August 24, 2000, the US Bankruptcy Court, District of
Maryland, approved the Disclosure Statement of Criimi Mae Inc., et al. The
Confirmation Hearing will be held on November 15, 2000 at 10:00 AM,
Greenbelt, Md.

Under the plan, the company will not pay cash dividends to common and most
preferred shareholders while the debt contemplated by the plan is
outstanding. However, the cash that otherwise would have been used to pay
dividends is intended to be used to reduce debt. The plan also contemplates
that preferred shareholders who do not receive cash dividends will receive
dividends in common stock. The company has advised the Equity Committee
that, due to substantial net operating losses and the payment of
convertible preferred stock dividends for the 1999 tax year, the company
expects to be able to retain its status as a Real Estate Investment Trust,
even though it will not be paying cash dividends to common shareholders in
the immediate future.

CYGNION CORPORATION: Creditors Will Meet in Santa Ana on October 12
A chapter 11 bankruptcy case concerning the debtor Cygnion Corporation dba
Cybergenie Professional Cordless was filed on August 15,2000.  Attorney for
the debtor is Evan D. Smiley, Esq., at Albert, Weisland & Golden in Costa
Mesa, CA.  The Meeting of Creditors is scheduled for October 12, 2000 at
2:00 PM, Ronald Reagan Federal Bldg., Santa Ana, CA.

DRKOOP.COM: Disagreements Push PricewaterhouseCoopers to Resign
--------------------------------------------------------------- reports that PricewaterhouseCoopers, LLP resigned as
independent accountants for online health operator (KOOP),
effective September 8, 2000.  It was known that Drkoop and PwC had several
disagreements, like in June, Drkoop disagreed with PwC's assertion of a
material weakness, from an 8-K filing.  The independent accountants agreed
to continue to serve Drkoop through the completion of the filing of the
company's third-quarter financial statements.

ELDER-BEERMAN: Shareholders Approve 11 Resolutions at Annual Meeting
The Dayton states that about 100 individuals, including
shareholders and some former employees of Elder-Beerman Stores Corp.
attended the annual meeting held in Dayton Marriott.

Chairman and CEO, Fred Mershad conducted the whole meeting, discussing past
and recent developents. Its new store, sale of Bee-Gee Shoe business and a
$4 million expense reduction.  Mershad added, "For all our accomplishments,
we were not satisfied with our 1999 performance."  Shareholders showed
their approval by voting all of the 11 proposed changes in the proxy

Some shareholders after the meeting related their hesitations, "It seems
like two or three major shareholders have gotten what they wanted," said
Ron Catlin, an Elder-Beerman shareholder. "My concern is what do these
shareholders want?  Do they want to just sell the company?"

EQUALNET COMMUNICATIONS: Ernst & Young Resigns as Company's Auditors
The accounting firm of Ernst & Young LLP has resigned as the independent
accountant for Equalnet Communications Corp. effective June 21, 2000. Ernst
& Young issued reports on the financial statements of the company as of
June 30, 1999 and 1998. Such reports were qualified as to the uncertainty
that Equalnet will continue as a going concern.

The resignation of Ernst & Young occurred without action by the board of
directors or the audit committee of Equalnet. The company has not yet
engaged an independent accountant as a successor to Ernst & Young.

FEDERAL-MOGUL: Moody's Places Debt Ratings Under Review for Downgrade
Moody's Investors Service placed the ratings of Federal-Mogul Corporation
under review for possible downgrade.

Ratings affected include:

    (i)   the Ba2 ratings on Federal-Mogul's $1.75 billion of senior
           unsecured bank credit facilities (consisting of a $1 billion
           revolving credit due 2004, a $400 million ($370 million
           remaining) term loan A due 2004 and a $350 million ($347 million
           remaining) term loan B due 2005);
    (ii)  the Ba2 ratings of Federal-Mogul's aggregate $2.325 billion of
           senior unsecured notes with various maturities;

    (iii) the B1 rating of Federal-Mogul's $575 million of 7% junior
           subordinated debentures due 2027 and the corresponding "b1"
           rating of Federal Mogul's $575 million of guaranteed trust
           preferred securities;

    (iv)  the "b1" rating of Federal Mogul's preferred stock;

    (v)   the (P)Ba2/(P)B1/(P)"b1" ratings of Federal Mogul's shelf
           registration for senior debt, subordinated debt and preferred
           stock, respectively;

    (vi) the Ba2 senior implied rating; and

    (vii) the Ba2 senior unsecured issuer rating.

The review action reflects Moody's concerns regarding Federal Mogul's
series of senior management changeovers including yesterday's resignation
of its Chairman and Chief Executive Officer; changes in strategic
direction; inability to meet near-term projections; problems effectively
integrating its 18 recently-acquired businesses, rationalizing facilities
and generating greater operating efficiencies in an expedient manner;
higher-than-expected asbestos settlements; and materially negative impacts
on earnings and working capital of several market dynamics including the
devaluation of the Euro and significant softening of both the North
American aftermarket and the heavy-duty truck market. Management now
estimates that Federal Mogul will have a $200 million fiscal year 2000 cash
flow shortfall, in contrast to the minimum cash-neutral position it
estimated in June 2000 and the positive $200 million cash surplus predicted
at the outset of the year.

More positively, the review action also considers Federal-Mogul's continued
significant position in the global marketplace, its notable geographic and
product diversity and its reputable brands, as well as the company's plans
to immediately curtail non-customer related expenses and capital projects
and implement various initiatives to improve operating performance through
the acceleration of lean manufacturing techniques, expansion of supply
chain management and further consolidation of global operations. It was
indicated that the search for a new chief executive will focus on
individuals who have proven abilities to execute at the operational level.

Federal-Mogul announced that it expects a break-even third quarter ending
September 30, 2000 and that fourth quarter earnings will be modestly
improved from that level. Earnings per share in 2000 will therefore run
materially below management's June 2000 market guidance of $3 per share and
initial expectations of $4 per share. Leverage as measured by "total
debt/EBITDA" (excluding roughly $420 million in off-balance sheet accounts
receivable financing) will approximate 4x for the twelve months ending
December 2000 and EBITA coverage of interest and asbestos payments will
likely fall below 2x. Federal Mogul's EBITA return on assets is substandard
for its rating category at about 9%.

Moody's review will consider several factors including our evaluation of
the ability of the interim chief executive and Board of Directors to
refocus the business on programs that will reduce debt and improve leverage
and interest coverage and upgrade the company's ability to forecast
results; our confidence that an effective permanent chief executive
candidate will be identified in a timely fashion; and refined
quantification of the downside remaining in the aftermarket as well as
foreign currency exposure. We will additionally look to gain more feedback
on the company's expected ongoing liquidity, potential asset sales and
conclusions of an updated asbestos actuarial study that will be conducted

Federal-Mogul Corporation, headquartered in Southfield, Michigan, is a
global manufacturer and distributor of a broad range of vehicular
components for automobiles and light trucks, heavy duty trucks, farm and
construction vehicles and industrial products. Customers include both
original equipment manufacturers and aftermarket distributors.

FIRSTPLUS FINANCIAL: Announces Ongoing Negotiations To Acquire Nineteenth
Firstplus Financial Group, Inc. (Pink Sheets: FPFX) announced that it is
engaged in negotiations to acquire Nineteenth Investment Corporation in a
tax free stock-for-stock transaction. The parties to the proposed
transaction do not intend to formalize any understanding regarding the
acquisition until the various issues surrounding FIRSTPLUS are resolved to
the satisfaction of the parties. At that point, the parties anticipate
executing a letter of intent that contemplates a definitive agreement,
which itself will be subject to various and customary conditions to
closing. FIRSTPLUS believes that there is a significant likelihood that the
issues may not be resolved and that the transaction will not move forward,
in which case, the liquidation of FIRSTPLUS may be necessary. However,
because of the existing confusion and speculation in the marketplace
regarding the future of FIRSTPLUS, the company considers it prudent to
disclose these negotiations at this time. Nineteenth is primarily a real
estate acquisition and finance company, which is affiliated with Daniel T.
Phillips, the Chairman and CEO of FIRSTPLUS. The value of the acquisition
will be based upon a multiple of future cash flow, which will be subject to
adjustment based upon actual results. The issuance of FIRSTPLUS shares in
the transaction will provide Nineteenth's shareholders with effective
control of FIRSTPLUS, which represents substantial dilution to existing

As previously disclosed, it is unlikely that FIRSTPLUS will reconstitute
any of its previous business plans, such as originating mortgage loans,
servicing mortgage loan portfolios, or investing in mortgage loan
portfolios and Interest Only Strips. Additionally, if the transaction is
not consummated, there are no plans to re-list the company's common stock
with any major stock exchange. FIRSTPLUS believes that the proposed
transaction with Nineteenth represents the only potential opportunity for
the company to resume business as an operating entity; and, because of
Nineteenth's affiliation with Mr. Phillips, the company believes that
Nineteenth is the only entity that would be willing to take the stock of
FIRSTPLUS as consideration in an acquisition. If there is a significant
adverse market reaction to the proposed acquisition, then the parties may
determine not to move forward.

Presently, FIRSTPLUS has no operating business and is still confronted with
significant issues regarding its viability. These issues include, but are
not limited to, liquidity issues, the pending shareholder class action and
other litigation, audit and SEC regulatory compliance issues, and the
negotiation of liabilities and encumbrances, including the defaulted
obligations to its convertible bondholders. As previously disclosed,
FIRSTPLUS' main operating subsidiary, FIRSTPLUS Financial, Inc. (FPFI),
filed for reorganization under Chapter 11 of the United States Bankruptcy
Code on March 5, 1999. On May 10, 2000, the bankruptcy plan (the Plan) for
FPFI closed. The Plan, as approved, was initially filed on July 2, 1999
with the United States Bankruptcy Court, Northern District of Texas, Dallas
Division. As specified in the Plan, FIRSTPLUS is required to dispose of a
substantial portion of its assets and provide the proceeds to the FPFI
bankruptcy estate (Bankruptcy Estate) as part of its settlement with the
Bankruptcy Estate. The primary assets to be disposed of are owned by
Western Interstate Bancorp (WIB) a wholly owned subsidiary of FIRSTPLUS.

These assets include contractual servicing rights for mortgage loans
serviced by WIB and an FDIC-regulated California Industrial Loan Company
(FIRSTPLUS Bank). The previously announced sale of the servicing rights to
CountryWide Home Loans, Inc. closed on August 30, 2000, and FIRSTPLUS Bank
is currently being marketed for sale. Proceeds from the sales will benefit
creditors of FPFI. The Plan provides that FIRSTPLUS will retain its
ownership of the common stock of FPFI; however, FPFI and WIB are managed by
an independent, court-appointed trustee and the shares may be placed in a
voting trust. Consequently, FIRSTPLUS has no control over the assets or
operations of FPFI, WIB or FIRSTPLUS Bank.

As a result of the Plan settlement, FIRSTPLUS' primary assets are its
investments in Interest Only Strips, through its ownership of FPFI. The
investments in Interest Only Strips are illiquid (and encumbered) and may
not produce cash flow to FPFI for many years, if ever. In any event, the
first cash flows from the Interest Only Strips are committed to funding a
portion of the monies owed to Plan creditors.

Any consummation of the Nineteenth acquisition will be subject to a number
of additional conditions, including the following:

    a) Receipt of all necessary consents and approvals (including approval
        of an independent special committee of FIRSTPLUS);

    b) Receipt of a fairness opinion by FIRSTPLUS;

    c) Absence of pending or threatened litigation regarding the definitive

    d) Resolution of all material claims against FIRSTPLUS;

    e) Preservation of FIRSTPLUS' net operating loss carryforward; and

    f) Other customary conditions for transactions of this type.

FRUIT OF THE LOOM: Selling Russell National Trademark To Russell Corp.
Union Underwear, a subsidiary of Fruit of the Loom, Inc., is the sole
shareholder of Russell Hosiery Mills Inc., a non-debtor subsidiary. Russell
Hosiery Mills, Bowling Green, Kentucky, is the owner of the trademark
RUSSELL NATIONAL.  The registered trademark number is 1,356,767 in the U.S.
Patent and Trademark Office and trademark number 201607 in the Canadian
Intellectual Property Office.

Russell Hosiery Mills sold its hosiery manufacturing and distribution
operations several years ago. Since liquidating these operations, Russell
Hosiery Mills acts as a licensor of trademarks.

On June 16, 1994, Russell Hosiery Mills agreed to refrain from using the
Russell trademark on socks. On February 5, 1998, Russell Hosiery Mills
entered a trademark license agreement with Costco Wholesale Corporation,
Issaquah, Washington, for the advertisement, manufacture and sale of socks
bearing the Russell trademark. Costco paid Russell Hosiery Mills $250,000
the first year and pays $50,000 annually on the trademark execution
anniversary date. The agreement expires on December 31, 2000.

J. Kate Stickles, Esq., representing the Debtors, says that since Union
Underwear is the sole shareholder of Russell Hosiery Mills, its capital
stock is the property of the Union Underwear estate.

Fruit of the Loom solicited and evaluated offers for the Russell trademark
from five prospective purchasers. The offer from Russell Corp. was the
highest and best. The sale price is $975,000 in cash by wire transfer or
certified or official bank check payable in immediately available funds.
Within five business days of consummation, Russell Hosiery Mills will file
with the Secretary of State of North Carolina an amendment to the
Certificate of Incorporation changing its name to a non-derivative of
Russell. The proceeds will be applied in accordance with the Post-Petition
Financing Order.

Ms. Sickles points Judge Walsh's attention to Section 363 (b)(1) citing
judicial "unfettered discretion" and "reasonable business judgment." She
also emphasizes Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985). "The
business judgment rule is a presumption that in making a business decision
the directors of a corporation acted on an informed basis, in good faith
and in the honest belief that the action was in the best interests of the

Ms. Stickles continues that under Section 105(a) the Court has expansive
and equitable powers to fashion any order or decree that is in the best
interests of preserving or protecting the value of the debtors' assets.
Chinichian v. Campolongo 784 F.2d 1440, 1443 (9th Cir. 1986).

Since Russell Hosiery Mills is not a debtor in these proceedings, its sale
of the RUSSELL NATIONAL trademark need not comply with, among others,
Section 363. However, Union Underwear's approval may be needed.
Therefore, Union Underwear submits that the sale is in the best interests
of the Fruit of the Loom estate and it requests the Court's permission to
authorize a sale. (Fruit of the Loom Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENESIS/MULTICARE: Provides Adequate Protection on Dover Mortgage Bonds
By way of a Stipulation approved by the Court, Dover Health Care
Associates, Inc., a debtor-affiliate of Genesis Health Ventures, Inc.,
agrees to provide First Union National Bank adequate protection of the
liens and security interests of the Trustee. As of the Petition Date,
Dover, was indebted to First Union on Bonds in the principal amount of
$2.155 million plus accrued interest, fees, and costs.  The Debtor agrees
that the Trustee's security interests in the Bond Collateral have been duly
perfected and are in all respects valid and enforceable. Permitting the
Trustee, to foreclose on its security interests would cause cessation or
disruption of the Debtor as a going concern.

Accordingly, the Debtor agrees to make adequate protection payments in an
amount equal to nondefault interest payments on the outstanding
Indebtedness as stated in the Bond Documents on a timely basis and in the
manner required by the Bond Documents. Such payments shall be applied and
paid over to the Trustee for the benefit of the holders of the Bonds in
accordance with the terms of the Bond Documents. The Debtor is authorized
to use Cash Collateral provided that this does not include any cash on
deposit with the Trustee. However, to the extent the Trustee wishes to
distribute cash on deposit with the Trustee to Bondholders on account of
principal, the Trustee shall obtain either the consent of the Debtor or an
appropriate order from the Court.

In addition, the Debtor shall pay all post-petition real estate taxes,
maintain adequate insurance and comply with all other reasonable
requirements of the Bond Documents.


In or about 1993, when the Delaware Economic Development Authority
authorized the issuance of $3,430,000 of 7.875% First Mortgage Revenue
Refunding Bonds (Dover Health Care Associates, Inc.), Series 1993, due
April 1, 2008, pursuant to a Trust Indenture, dated as of February 1, 1993
between the Authority and First Union's predecessor, First Fidelity Bank,
National Association, as indenture trustee.

Simultaneous with its issuance of the Bonds, the Authority loaned the
proceeds of the bonds to Dover pursuant to a Loan Agreement dated as of
February 1, 1993 between the Authority and Dover, which the Authority then
immediately assigned to the Trustee.

As security for payment of all amounts due under the Bonds, the Debtor
granted the Trustee a mortgage on the Debtor's facility and a security
interest and liens on all of the Debtor's revenues including its accounts
receivable and any and all proceeds, rents, products, and profits. All
collateral securing the obligations under the Bonds is referred to as the
Bond Collateral.

Under the Stipulation and Order,

   (1) The Debtor agrees that, on and after the Petition Date, the Trustee
       shall have valid, perfected and enforceable Rollover Lien in the
       assets of the Debtor existing on or after the Petition Date of the
       same type as the Bond Collateral, whether acquired or arising before
       or after the Petition Date, to the same extent, validity,
       perfection, enforceability and priority of the liens and security
       interests of the Trustee in the Bond Collateral as of the Petition

   (2) The Debtor agrees that the Rollover Lien is in addition to all
       asserted security interests, liens, and rights of setoff and/or
       recoupment existing as of the Petition Date, and shall be valid,
       perfected, enforceable and effective to the same extent as the pre-
       petition liens, setoff and/or recoupment rights, without any further
       action by the Debtor or the Trustee.

   (3) Upon the request of the Trustee, the Debtor shall execute such
       documents as may be reasonably requested to evidence and perfect
       such liens, consistent with the provisions of this Stipulation and

   (4) The Debtor shall allow the Trustee reasonable access to the
       premises, officers, and employees of the order to conduct appraisals
       and/or audits of the Post-Petition Collateral, and to reasonably
       cooperate in providing any other financial information by the

   (5) The Debtor shall provide the Trustee with its Income Statement.

   (6) Nothing in Stipulation and Order shall constitute the consent of
       Trustee to charge its collateral pursuant to Section 506(c) of the
       Bankruptcy Code.

   (7) If any or all of the provisions of this Stipulation and Order are,
       at any time, modified, vacated or stayed, such stay, modification or
       vacation shall not affect the validity and enforceability of any
       lien, priority, or other benefit conferred under this Stipulation
       and Order prior to such stay, modification or vacation.

   (8) Unless otherwise agreed, the authorization to use Cash Collateral
       will terminate by written notification to the Debtor from the
       Trustee, and the Debtor's authorization to use Cash Collateral shall
       cease immediately without any further action by the Court in the

           (i)   the Debtor's fails to make any Adequate Protection Payment;

           (ii)  the Debtor's Chapter 11 case is converted to a proceeding
                 under Chapter 7 of the Bankruptcy Code;

           (iii) a Chapter 11 trustee is appointed or elected or an examiner
                 with the powers of a trustee is appointed in the Debtor's
                 Chapter 11 case;

           (iv)  the Debtor ceases substantially all of its business

           (v)   the Bankruptcy Court suspends the Debtor's bankruptcy case
                 under Section 305 of the Bankruptcy Code;

           (vi)  the Debtor defaults on any of its obligations in this
                  Stipulation and Order; or

           (vii)  the Debtor's Plan of Reorganization becomes effective.

(Genesis/Multicare Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GLOBAL OCEAN: Files Second Amended Plan and Disclosure Statement
Global Ocean Carriers, Ltd. filed a Second Amended Plan of Reorganization
and related Disclosure Statement with the U.S. Bankruptcy Court. The
Company, which has been operating under Chapter 11 protection since
February 14, 2000, also filed a motion seeking Court approval of an
extension of the exclusive period during which the Company can file a plan
of reorganization and solicit acceptances thereof. The Court scheduled an
October 4th hearing to consider the extension motion.  (New Generation
Research, Inc. 21-Sep-00)

GLOBE MANUFACTURING: Forbearance Agreement With Banks Extended Until Dec 31
Globe Manufacturing, a worldwide maker of Glospan(R) spandex, announced
that it has reached an agreement with its bank lenders to extend its
previously announced forbearance agreement until December 31, 2000.
Richard Heitmiller, vice chairman, CEO and president of Globe Manufacturing
said, "We are working hard and making progress at developing a
restructuring plan that will reduce our debt and help us continue to be a
top competitor in the fiber industry. The support of our bank lenders and
bondholders during this process has been gratifying and we hope to resolve
our balance sheet issues quickly and with minimal impact on our operations.
During the restructuring process, the company intends to meet all
obligations of trade creditors and employees."

Under the forbearance agreement, the bank lenders will not exercise
remedies available to them as a result of Globe's non-compliance with
certain covenants and payment requirements of the bank credit agreement. As
previously announced, the Company is actively involved in discussions with
its bank lenders and bondholders regarding strategic alternatives that
would enable it to reduce its long-term debt. The Company believes that
under each of the scenarios it is considering, its trade creditors will be

Established in 1945, Globe Manufacturing Corp. produces Glospan(R) and
Cleerspan(R) Spandex Performance Fibers and is a premier worldwide spandex
fiber supplier. Available in a range of deniers from 20 through 5040 and
various packaging put-ups, Glospan(R) is distributed to over 40 countries
through five major distribution channels. Globe is registered under the
internationally recognized ISO 9000 standard as an ISO 9001 manufacturer.

GST TELECOM: Court Approves Time Warner's $690MM Purchase of GST Assets
Time Warner Telecom Inc. (Nasdaq: TWTC), a leader in delivering converged
communications services to businesses over its fiber, facilities-based
networks, and GST Telecommunications, Inc., announced they have received
approval from the U.S. Bankruptcy Court for the District of Delaware for
Time Warner Telecom to purchase substantially all GST assets for $690
million. The court today approved the definitive purchase agreement between
GST and Time Warner Telecom following an auction for GST assets that
concluded Aug. 25, 2000.

"This acquisition significantly expands our footprint into attractive
markets in the West," said Larissa Herda, Time Warner Telecom's President
and CEO. "By the end of 2001, we expect to grow from 22 to 44 markets. This
will include offering services in 14 Tier 1 markets. We expect to close
this transaction within 60-90 days, depending upon regulatory and other
approvals. Time Warner Telecom and GST teams are already working on the
integration planning process."

Time Warner Telecom will acquire GST assets that include: over 4,200 miles
of local and regional fiber networks in the Western United States; a
network operations center in Vancouver, Washington; SS7 networks; voice and
data switches; and substantially all other assets, excluding customers and
certain assets in Hawaii and certain non-core businesses.

"Time Warner Telecom's reputation and track record proves we are a company
that executes and delivers on its business plan," Herda said. "Our
expertise in managing extensive fiber-optic networks, and more importantly,
selling services that ride over these fiber optic networks, should allow us
to capitalize on GST's solid infrastructure."

"In addition to integrating GST assets, we will continue our strong growth
in existing markets and will launch the seven additional markets we
previously announced, between now and the end of 2001," Herda said. "We
remain focused on our current operations."

Time Warner Telecom has also received commitments from its banks to provide
$1.2 billion of additional financing for the GST acquisition, capital
expenditures, and general working capital purposes. This includes $525
million of secured financing from The Chase Manhattan Bank and Morgan
Stanley Dean Witter and a $700 million unsecured bridge financing facility
from Morgan Stanley Dean Witter, Lehman Brothers Inc. and The Chase
Manhattan Bank.

"Our current plans, including the GST acquisition and expansion of its
fiber networks, will be fully funded with this financing commitment,
operating cash flow and cash on hand," said David Rayner, Time Warner
Telecom's Sr. Vice President and CFO.

A presentation with additional information is available on the company's
Web site at

HARNISCHFEGER: Horsburgh & Scott's Motion To Expunge 2 Scheduled Claims
The Horsburgh & Scott Company, an affiliate of Harnischfeger Industries,
Inc., asks the Court to expunge two Scheduled Claims:

     * No. s8416 for the amount $3,743,952 because H&S has scheduled the
       claim to Progress Billings; and

     * No. s2746 for the amount $119,696 because H&S has scheduled the
       claim to Customer Advances.

H&S explains that the Scheduled Debts, listed in the names of "Progress
Billings" and "Customer Advances," are not debts to actual creditors.
They are account placeholders on H&S's books that represent payments
received from H&S's customers pursuant to payment schedules, and are
nothing more than an accounting convenience.

Under H&S's accounting method, after H&S receives a customer order,
typically the purchase price is paid at Interval Payments. When the time
comes for the down payment or first Interval Payment, H&S sends a bill to
the purchaser, debits Accounts Receivable, and credits either Progress
Billings or Customer Advances. When payments are received, H&S debits its
Cash Account and credits Accounts Receivable.

H&S reasons that if the Scheduled Debts are not expunged, H&S's schedules
will be overstated by $3,863,648.  (Harnischfeger Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)

HEILIG-MEYERS: Meeting of Creditors Re-Scheduled to November 13
The meeting of creditors of Helig-Meyers Company, et al. has been
rescheduled to November 13, 2000 at 11:00 AM and will be held at the US
Courthouse, Richmond, Virginia. Counsel for the debtors is H. Slayton
Dabney, Jr. of McGuirewoods LLP, Richmond, Virginia and Myron Trepper,
Matthew A. Feldman and Paul V. Shaloub of Willkie Farr & Gallagher, New

HVIDE MARINE: Transportation Firm Crosses Its Fingers For Upcoming Year
Hvide Marine, The Miami Herald reports, which emerged from bankruptcy in
December has hired Gerhard Kurz to help the traumatized company in pulling
from its debts.  "It's a little more challenging than I expected," said
Kurz, who retired as president of Mobil Shipping and Transportation Co.
after Mobil's acquisition by Exxon.  "I have worked harder the last four
months here than any time in my life.  As part of the Hvide's
reorganization, it still owe more than $500 million.  And payments are
segregated from $20 to $38 million through 20004. Hvide is still losing
money and, Kurz added, "If I get through this year, we've got it made."

ICG HOLDINGS: Moody's Lowers Debt Rating To Caa1 & Reviewing for Downgrade
Moody's Investors Service announced that it has downgraded the senior
unsecured debt rating of ICG Holdings, Inc. and ICG Services, Inc. to Caa1
from B3 and will continue its review of ICG Communications, Inc. and
subsidiaries' long-term debt ratings for a possible further downgrade.
Other ratings affected are detailed below.

Moody's actions reflect the negative implications for ICG creditors that
result from ICG's August 10th announcement that it had significantly
lowered its revenue and EBITDA expectations and its September 18th
announcement that it had further lowered these expectations and was seeking
to explore strategic options. Moody's continuing review will assess the
company's revised business plan, including management's ability to conserve
cash while attracting the additional capital needed to fund its capital
expenditure program and service its debt obligations. The company announced
that, under its revised business plan, it would be in breach of certain
covenants under its bank facility, in the absence of obtaining waivers.
ICG's financial flexibility is limited by its extensive capital expenditure
program and by a complicated capital structure with debt or credit
facilities at four different issuer levels. Moreover ICG's two oldest
senior discount note issues will begin to require cash servicing next year.

On August 10, Moody's placed ICG's ratings on review for a possible
downgrade, following management's announcement that it expected EBITDA to
reach $105 million in 2000, and $350 million in 2001; levels which were
significantly below Moody's expectations at the time. On September 18, the
company revised these expectations down further to $17 million and $100-
$150 million respectively and indicated that it expected to record an
EBITDA loss of $25 million for the second half of 2000. ICG also revised
its estimates for the number of net line additions to a level approximately
half of that previously expected for this year and next. The company also
cited customer service issues in its Internet Remote Access Service, "IRAS"
business segment, which may result in contract cancellation by certain
principal customers and would likely lead to minimal revenues from IRAS
service for the balance of this year from approximately 150,000 installed
IRAS lines.

Moody's believes that under its present circumstances, ICG has limited
access to the public debt and equity markets as well as the bank debt
market. The company's financial sponsors, Liberty Media, Hicks Muse Tate &
Furst and Gleacher, invested $750 million in ICG in April, 2000 and Moody's
considers that the prospect of additional sponsor equity is unlikely.
Moreover the company announced that a Liberty Media board appointee,
nominated as the new CEO of ICG in August, has since resigned.

The ratings affected and remaining on review for a possible further
downgrade are:

    * ICG Communications, Inc.
       a) Long-term Senior Implied Rating downgraded to B3 from B2

       b) Long -term Senior Issuer Rating downgraded to Caa2 from Caa1

    * ICG Holdings, Inc.

       a) 11.625% Senior Discount Notes due 2007 downgraded to Caa1 from B3

       b) 12.5% Senior Discount Notes due 2006 downgraded to Caa1 from B3

       c) 13.5% Senior Discount Notes due 2005 downgraded to Caa1 from B3

       d) 14% Exchangeable Preferred Stock due 2008 remains at "caa"

       e) 14.25% Exchangeable Preferred Stock due 2007 remains at "caa"

    * ICG Services, Inc.

       a) 9.875% Senior Discount Notes due 2008 downgraded to Caa1 from B3

       b) 10% Senior Discount Notes due 2008 downgraded to Caa1 from B3

    * ICG Equipment, Inc.

       a) $200 Million Secured Credit Facility downgraded to B2 from B1

    * ICG Funding, LLC

       a) 6.75% Exchangeable Preferred Stock due 2009 remains at "caa"

Based in Englewood, Colorado, ICG Communications is a national integrated
telecommunications services provider.

INNOVATIVE CLINICAL: Bond Restructuring Completed & Releases 2Q Results
Innovative Clinical Solutions, Ltd. (OTC Bulletin Board: ICSL.OB) announced
the completion of its financial restructuring plan and the results for the
second quarter and six months ended July 31, 2000.

The Company has successfully completed the recapitalization of its $100
million dollar debt into common equity, following confirmation of its
restructuring plan by the U.S. Bankruptcy Court on August 25, 2000. The
Company has also secured $10 million of exit financing through Ableco
Finance LLC. The Company intends to capitalize on its strengthened
financial position by expanding and integrating its 3 core businesses,
clinical studies, network management and healthcare research. The Company
believes that it now has the established capital structure necessary to
allow the expansion of its operations and further integration of its
business lines. The recapitalization, a key step in the Company's
aggressive restructuring plan, should also improve the Company's ability to
access capital, and to use its equity for targeted acquisitions and to
attract and retain key personnel.

Michael Heffernan, President and CEO, commented, "We have made significant
progress in completing our restructuring plan over the past 18 months. We
are now able to focus all of our energy and attention on executing our
growth strategy. We believe we can continue to improve the profitability of
our core businesses by growing revenue, integrating our divisions and
continuing to aggressively manage overhead expenses." Mr. Heffernan
continued, "Our improved financial position will allow us to aggressively
implement our growth plans which include expanding service offerings and
executing industry consolidation initiatives."

Net loss for the quarter ended July 31, 2000 was ($14) million or ($.38)
per share as compared to net loss for the quarter ended July 31, 1999
(prior to the extraordinary item) of ($30) million or ($.89) per share.
Revenues for the quarter ended July 31, 2000 were $26 million, compared to
$50 million during the quarter ended July 31, 1999. Revenue for the
Company's continuing operations in its three core businesses increased 14%
in the second quarter versus last year. Operating costs and administrative
expenses for the quarter ended July 31, 2000 were $38 million (which
included $8 million of nonrecurring charges), compared to $77 million
during the quarter ended July 31, 1999 (which included $16 million of non
recurring charges).

Reduced revenue, operating costs and administrative expenses for the
current quarter reflect the impact of divestitures of non-core assets and
businesses as part of the Company's restructuring plan and improved margins
in the core business units.

Net loss for the six months ended July 31, 2000 was $(22) million or $(.60)
per share as compared to net loss for the six months ended July 31, 1999
(prior to the extraordinary item) of $(41) million, or $(1.22) per share.
For the six months ended July 31, 2000, revenues were $51 million, compared
to $111 million during the six months ended July 31, 1999. For the six
months ended July 31, 2000, operating costs and administrative expenses
were $69 million, compared to $146 million during the six months ended July
31, 1999. Again, reductions in revenue, operating costs and administrative
expenses reflect the impact of the divestitures of non-core assets and

The second quarter 1999 results included an extraordinary item of $50
million which represents a non-cash charge to write-down the carrying
amount of the businesses that were designated as assets held for sale, to
their current estimated fair value.

Innovative Clinical Solutions, Ltd., headquartered in Providence, Rhode
Island, provides services that support the needs of the pharmaceutical and
managed care industries. The Company integrates its pharmaceutical services
division with its provider network management division to create innovative
solutions for its customers. The Company's services include clinical and
economic research and disease management, as well as managed care functions
for specialty and multi-specialty provider networks including approximately
5,000 providers and over 8 million patients nationwide. The Company's
components include ICSL Clinical Studies, ICSL Healthcare Research and ICSL
Network Management.

INTEGRATED HEALTH: HSBC Bank USA to Serve As Successor Indenture Trustee
At the Debtors' behest, Judge Walrath approved, prior to the Bar Date, the
agreement by and among Integrated Health Services, Inc., the Bank of New
York and HSBC Bank USA providing for the resignation of the Bank of New
York as Trustee and the appointment of HSBC Bank USA as successor under the
5-3/4% Indenture dated December 15, 1993 with respect to IHS' 5-3/4%
Convertible Senior Subordinated Debentures due 2001. IHS informs the Court
that the Board of Directors of IHS has authorized the appointment of HSBC
as Successor Trustee, as well as Paying Agent and Registrar.

IHS' liabilities include several tranches of subordinated indebtedness
issued under various indentures. In December 1993, pursuant to the 5-3/4%
Indenture, IHS issued the 5-3/4% Debentures in the aggregate principal
amount of $ 143.750 million. The 5-3/4% Debentures are subordinated to the
9-5/8% Notes, the 10-3/4% Notes and the 10-1/4% Notes.

Because Bank of New York intends to file proofs of claim with respect to
the 9-5/8% Notes, the 10-3/4% Notes and the 10-1/4% Notes, the Bank has
advised the Debtors that it wishes to resign as Trustee under the 5-3/4%
Indenture in advance of the August 29, 2000 Bar Date, so as to avoid any
conflict of interest in filing a proof of claim with respect to the 5-3/4%
Debentures.  (Integrated Health Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

KITTY HAWK: Committee Wants to Consider Alternative Plan of Reorganization
The Official Committee of Unsecured Creditors of Kitty Hawk, Inc., et al.
filed a motion seeking the hearing of the debtors' Disclosure Statement to
be adjourned until the date of the hearing of the plan filed by M. Tom
Christopher, former Chairman of the Board and CEO of Kitty Hawk.

According to the Committee the debtors' plan provides for general unsecured
creditors will receive 15% of the equity in a single entity that will
emerge from the debtors' bankruptcy.

Under the Christopher plan, general unsecured creditors will receive $15
million cash on the Effective Date plus $15 million payable semi-annually
over the two years after the Effective Date, plus additional compensation
if the debtors meet certain financial benchmarks. The hearing on the
approval of the Christopher plan is set for October 4, 2000. The Committee
believes that it will be fair if the plans are judged simultaneously, and
that the Committee must attempt to value the equity in the reorganized
entity before judging which plan is superior. The valuation of the stock is
complex and according to the Committee requires a significant devotion of
time and effort on behalf of the Committee's professionals.

Co-counsel for the Committee are Daniel J. Weiner, Howard Borin of Schafer
& Weiner PC, Bloomfield Hills, Michigan and J. Robert Forshey, Jeff Prostok
and Alice Whitten of Forshey & Prostok, LLP of Fort Worth, Texas.

LAFAYETTE HEALTH: Case Summary and 20 Largest Unsecured Creditors
Debtor: Lafayette Health Investors, LLC
         Route 3, Box 5
         Mayo, FL 32066

Affiliates: Emporia Health Investors, LLC
              South Boston Health

Chapter 11 Petition Date: September 13, 2000
Court: Western District of North Carolina

Bankruptcy Case No.: 00-51127

Debtor's Counsel: Albert F. Durham, Esq.
                    227 W. Trade St., Suite 1200
                    Charlotte, NC 28202
                    (704) 334-0891

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

20 Largest Unsecured Creditors:

Centennial Healthcare, Inc.
400 Perimeter Center Terrac
Suite 650
Atlanta, GA 30346
(770) 698-9040                                   $ 488,692

C&L Bank of Blountstown
Clay Whitehead, CEO
P.O. Box 534
Blountstown, FL 32424
(850) 674-5900                                   $ 353,257

Paragon Rehabilitation                           $ 196,733

Healthsouth Rehab                                 $ 21,335

NCS Pharmacy                                      $ 11,441

Centennial PTS Part B                              $ 7,128

Mutual Wholesale Co.                               $ 5,295

Florida Power & Light                              $ 3,112

Ecolab                                             $ 2,607

J & J Gas Service, Inc.                            $ 2,480

Florida Healthcare Assoc                           $ 2,371

North F/A Pharmacy                                 $ 2,317

Medline Industries Inc                             $ 1,782

Alltell Corp.                                      $ 1,540

Crest Uniform Co.                                  $ 1,431

Bassett's Dairy                                    $ 1,420

Puritan Churchill Chemicals                        $ 1,236

Direct Supply                                      $ 1,103

First Coast Mobile                                 $ 1,010

Live Oak Publications                                $ 909

MERCURY AIR: Acquires Raytheon Aircraft's Fixed Base Operation in Alabama
Mercury Air Group, Inc. (AMEX/PCX: MAX) announced that it has acquired the
assets of a fixed base operation (FBO) in Birmingham, Ala. from Raytheon
Aircraft Services, a division of Raytheon Co. (NYSE: RTNa), increasing its
national FBO chain to 19 locations. Terms of the acquisition were not

Under the agreement, Mercury Air Group will operate the FBO and also
continue to operate the Raytheon Authorized Service Center at Birmingham
International Airport for the Bonanza through King Air product lines. The
acquisition was completed on August 31, 2000.

"The Birmingham acquisition helps us further the continued growth of our
Mercury Air Center division," said Joseph A. Czyzyk, President and Chief
Executive Officer of Mercury Air Group, Inc., the parent company. "It will
continue to improve our national presence for the benefit of our clients
and add another authorized aircraft maintenance capability to our existing
Jackson, Mississippi, and Fort Wayne, Indiana FBO Authorized Service
Centers. Furthermore, this acquisition demonstrates our continuing
commitment to general and business aviation as a profitable and futuristic
enterprise for the benefit of our shareholders.

John L. Enticknap, Vice President and Chief Operating Officer of Mercury
Air Centers, said, "This FBO enhances Mercury's network of FBOs across the
United States, providing pilot and scheduler convenience in planning cross-
country flights as well as adding Raytheon Aircraft maintenance experts to
our existing service centers. The facility's General Manager, Paul Powell,
is a veteran of the aviation industry, and his many years of experience
managing large FBOs with fuel and maintenance services will be a valuable
addition to the Mercury team."

With the addition of Birmingham, Ala., Mercury Air Centers will operate 19
fixed base operation (FBOs) nationwide, under the name Mercury Air Centers,
located in: California (Bakersfield, Burbank, Fresno, Los Angeles, Ontario,
Santa Barbara); Georgia (Atlanta Hartsfield and Peachtree); Massachusetts
(Bedford); Mississippi (Jackson); Nevada (Reno/Tahoe); Oklahoma (Tulsa);
South Carolina (Charleston and Johns Island); Tennessee (Nashville); and
Texas (Dallas Addison and Corpus Christi). For complete information visit

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. For additional information on
Mercury Air Group, visit:

Raytheon Aircraft Services operates a network of 16 FBOs providing
maintenance and service throughout North America, Chester, United Kingdom
and in Toluca, Mexico.

NATIONAL RECORD: Prerecorded Music Retailer Holds Annual Meeting
National Record Mart, Inc. (Nasdaq: NRMI) announced at their Annual Meeting
that in accordance with the directive of its Board of Directors that it has
retained the services of Policano and Manzo in assisting the Company in
determining its alternatives and implementing an alternative in terms of
its corporate direction. Policano and Manzo is a consulting and investment
banking firm with offices in New York and New Jersey and have been
intimately involved in the retail music industry. They had previously been
retained by Camelot Music to assist in their restructuring and they were
instrumental in the acquisition of The Wall Music from W H Smith and Spec's
Music, a publicly traded music chain. In addition, they were responsible
for the sale of Camelot Music to Trans World Entertainment Corporation.
Most recently, they have concluded an engagement on behalf of the Virgin
Group of companies relating to the Virgin Music Group both in Europe and
the United States.

National Record Mart also reported at the National Record Mart Annual
Meeting that it is no longer in compliance with the Nasdaq listing
qualification requirements in order to be quoted on the Nasdaq exchange.
While the Company has appealed the compliance issue, it has also taken
steps to seek listing on an alternate over the counter exchange. This
action would not preclude the relisting on Nasdaq at some time in the

The Company reported that it has aggressively taken steps to cut direct
overhead and expenses and continues to streamline its operations. These
steps include the elimination of positions, reduction of direct expenses
and closure of stores where performance does not justify the capital
commitment required to maintain the store.

The Company added two additional directors at its Annual Meeting, Damian
Georgino and David Lang. Mr. Georgino was previously Executive Vice
President for US Filter Corporation, a New York Stock Exchange company. Mr.
Lang joins us as a past Secretary and Treasurer of NARM (National
Association of Recording Merchandisers). Mr. Lang has also been involved in
the retail music industry for over 10 years with the base of his
operations, Compact Disc World, located in New Jersey.

National Record Mart, Inc. is a specialty retailer of prerecorded music and
entertainment products and is the nation's fourth largest specialty
retailer of prerecorded music, currently operating 174 stores.

OAKWOOD HOMES: Announces Resignation of CEO and Director W.G. Edwards
Oakwood Homes Corporation (NYSE: OH) announced the resignation of William
G. Edwards as Chairman, Chief Executive Officer and a Director of the
Company.  Dennis I. Meyer, a current member of the Company's Board of
Directors, will assume the position of Chairman.  Mr. Meyer has been a
member of the Board since 1983 and will also continue as a partner with the
law firm, Baker & McKenzie.

Acting as spokesperson for the Board, Mr. Meyer stated, "We very much
appreciate Bill's leadership and contributions.  Bill has led the Company
through many difficult decisions during the extremely competitive
conditions experienced over the last year.  He will continue to act as an
advisor to the Board and will remain a significant shareholder.  We wish
him well in his future endeavors.

"Duane D. Daggett, formerly President and Chief Operating Officer, has
been named Chief Executive Officer and elected to the Board of Directors.
Duane's primary focus will be on the development and implementation of the
Company's performance improvement plan.  His broad skill set, leadership
capability and background in organizational matters will help us meet the
challenges of today's marketplace."

Prior to joining the Company in July, Mr. Daggett most recently served as
Executive in Residence at Appalachian State University's Walker College of
Business in North Carolina.  He is the former Chairman, President and Chief
Executive Officer of Service Systems Corporation, a subsidiary of R.J.
Reynolds Industries.  Earlier in his career, Mr. Daggett spent 14 years
with Beatrice Companies, Inc., where he served in several positions
including Executive Vice President - Domestic Grocery Operations and
President of Peter Eckrich & Sons, a major meat-processing company.

In a separate action, Myles E. Standish, the Company's Executive Vice
President, Chief Administrative Officer and General Counsel, also was
elected to the Board of Directors.  Mr. Standish has been with the Company
since 1995.

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing throughout
the United States.  With approximately 378 Company-owned stores and an
extensive network of independent retailers, Oakwood Homes is the nation's
largest retailer of manufactured housing.

PENN TRAFFIC: Announces Linda Jones' Promotion To Groceries Vice President
The Penn Traffic Company (Nasdaq: PNFT) announced the promotion of Linda
Jones to the position of Vice President of Groceries, Frozen and Dairy.
Prior to her promotion, Ms. Jones served as Penn Traffic's Vice President
of Sales and Advertising.

"Linda has been a strong contributor to our company's merchandising
operation for more than 20 years," said Joseph V. Fisher, President and
Chief Executive Officer of the Syracuse, New York-based Penn Traffic. "Her
expertise will be important as we continue to implement our plans to grow
our business throughout our marketing areas."

Ms. Jones began her career in the Riverside/Bi-Lo division of Penn Traffic.
She has held a variety of positions including Buyer/Category Manager,
Director of Grocery Procurement and Vice President of Grocery Merchandising
for Riverside/Bi-Lo before moving to her most recent corporate position as
Penn Traffic's Vice President of Sales and Advertising.

During her time with Penn Traffic, Ms. Jones has been a supporter of the
company's efforts to increase awareness of juvenile diabetes and breast

The Penn Traffic Company operates 220 supermarkets in Ohio, West Virginia,
Pennsylvania, upstate New York, Vermont and New Hampshire under the "Big
Bear," "Big Bear Plus," "Bi-Lo," "P&C" and "Quality" trade names. Penn
Traffic also operates wholesale food distribution businesses serving 84
licensed franchises and 78 independent operators.

PG&E GENERATING: S&P Changes Rating Outlook From Stable to Negative
Standard & Poor's revised its rating outlook on PG&E Generating Company LLC
(PG&E Gen) to negative from stable to reflect the negative outlook placed
on both PG&E Corp. and its wholly owned utility subsidiary, Pacific Gas &
Electric Co. The outlook change on PG&E Gen reflects the possible weakening
of the parent company, which implicitly provides a level of support to PG&E
Gen's rating. The negative outlook on PG&E Corp. and Pacific Gas & Electric
reflects the unanticipated financial challenges created by the increase in
wholesale power prices in California at a time that electric rates charged
to consumers are frozen.

PG&E Gen, a wholly owned subsidiary of PG&E Corp, has ownership and
management responsibilities in 30 power plants in 10 states, representing a
capital investment of about $7 billion and a combined generating capacity
of nearly 7,700MW.

The `BBB+' rating incorporates the following risks:

    * heavy reliance on cash flow from merchant power sales. USGenNE, an
       affiliate, contributes 50% of the cash flow to PG&E Gen, and the
       dependence on merchant power plants increases over time since the
       development efforts of the company are predominantly merchant in

    * The $1.1 billion PG&E Gen debt is structurally subordinated to
       nonrecourse debt at both USGenNE and the independent power projects;

    * High consolidated leverage at more than 60% when off-balance-sheet
       obligations are capitalized;

    * A decline in the credit strength of PG&EGen's parent, PG&E Corp, due
       to potentially unrecoverable wholesale electricity prices in
       California could adversely affect the parent's ability to support
       PG&EGen; and

    * Refinancing of a bullet maturity in 2003.

However, the following strengths mitigate the above risks and support the
triple-`B'-plus rating:

    * A portfolio of operating power projects, of which about 75% of the
       cash flow contributed by the independent power producer (IPP)
       projects (roughly 30% of overall cash flow) has investment-grade

    * Investment-grade quality distributions from USGenNE, which represents
       about 50% of the cash flow over the next five years and is rated
       triple-`B'-plus by Standard & Poor's;

    * The ability to continue to service the debt at PG&E Gen even if
       USGenNE does not dividend any cash;

    * The financial importance of PG&E Gen as a key source of nonregulated
       cash flow to PG&E Corp and the continued support of PG&E Corp;

    * The IPP project portfolio has exhibited adequate cash generating
       ability and has provided substantial cash to the partners in the

    * Good operating history, with an average five-year availability of 94%;

    * Adequate debt protection measures with recourse interest coverage in
       1999 at 2.1 times.

PG&E Gen used the proceeds of the bank debt to partially finance the
acquisition of the New England Electric System's fossil and hydroelectric
assets, currently held at USGenNE. PG&E Gen may also use the proceeds for
general corporate purposes, which may include funding plant construction or
financing buy downs of power purchase agreements (PPAs).


The negative outlook reflects the negative outlook placed on PG&E Corp and
Pacific Gas & Electric, which provide implicit support to PG&E Gen's
ratings. Standard & Poor's expects that PG&E Gen will continue to
successfully manage its IPP projects; therefore, a portion of the cash flow
stream should continue to be stable and predictable. However, in the near
term, the company's increased reliance on operating plants in an untested
merchant market that is difficult to predict will limit upgrades. Should
PG&E Corp's rating decline, PG&EGen's rating would also likely drop.

PLAINS ALL: Reaches Agreement to Settle Class Action Lawsuits
Plains All American Pipeline, L.P. and Plains Resources Inc. reached an
agreement in principle for the settlement of class action securities suits
related to the unauthorized trading loss disclosed in November 1999. For
purposes of the settlement, the two classes include all persons who
purchased the common limited partnership units of Plains All American
Pipeline, L.P. from November 17, 1998, through November 26, 1999, and all
persons who purchased the common stock and call options of Plains Resources
Inc. from October 29, 1998, through November 26, 1999, in both cases
excluding defendants and their affiliates.

Aggregate amounts to be paid under the agreement in principle total
approximately $29.5 million plus interest through the date actual proceeds
are remitted to representatives for the plaintiffs. Taking into account
applicable insurance proceeds and existing reserves, it is estimated that
the settlement and associated expenses will reduce current quarter net
income by up to $0.14 per unit for the partnership and $0.06 to $0.17 per
share for the company, depending on the final allocation between the
partnership and the company of the settlement amount and related costs.
Plains All American and Plains Resources denied the claims in the lawsuits
and stated they are entering into this settlement arrangement to eliminate
the significant burden and expense of further litigation. The settlement is
subject to a number of conditions, including negotiation and finalization
of a stipulation and agreement of settlement and related documentation, and
approval of the United States District Court.

"After taking into account the estimated insurance proceeds, we believe
that the settlement arrangement is in the best interests of Plains All
American and Plains Resources, as it enables us to avoid a protracted and
expensive litigation process," said Greg L. Armstrong, Chief Executive

"Moreover, upon satisfying the conditions of the settlement, we can devote
100% of our attention to continuing the profitable operation and growth of
our base businesses."

Armstrong noted that upon satisfaction of the conditions of the agreement
in principle, the settlement arrangement would dispose of all class action
securities claims made following the announcement of the unauthorized
trading loss in November 1999. The settlement arrangement does not resolve
two outstanding derivative lawsuits filed in Delaware Chancery Court and in
Texas which named Plains All American's General Partner, its directors and
certain of its officers as defendants alleging they breached their
fiduciary duties owed to Plains All American and its unitholders. Plains
All American is a nominal defendant in these derivative complaints.

Plains Resources is an independent energy company engaged in the
exploration, acquisition, development and exploitation of crude oil and
natural gas. Plains All American Pipeline, L.P. is engaged in interstate
and intrastate crude oil transportation, terminalling and storage, as well
as crude oil gathering and marketing activities, primarily in California,
Texas, Oklahoma, Louisiana and the Gulf of Mexico. Plains All American
Inc., a wholly owned subsidiary of Plains Resources Inc., holds an
effective 54% interest in the partnership and serves as its general
partner. Both the partnership and the company are headquartered in Houston,

PREMIER LASER: Obtains Court Authority to Reject CFO's Employment Agreement
Effective August 23, 2000, Premier Laser Systems Inc. rejected the
employment agreement of Robert Mahoney, Premier's Executive VP of Finance
and Chief Financial Officer.

PRIMARY HEALTH: Seeks Extension of Time To Assume/Reject Leases to Jan. 9
Primary Health Systems, Inc. and its affiliated debtors seek an order
extending the time within which the debtors may assume or reject their
remaining unexpired leases of nonresidential real property by approximately
120 days, through and including January 9, 2001.

The debtor experienced serious problems in attempting to scale down
operations at Mt. Sinai-UC and on May 4, 2000 the court approved the sale
of the IMC, St. Michael and Mt.Sinai-East. At present the debtors' only
remaining operating hospital is Deaconess Hospital. The debtors have not
had a sufficient opportunity to determine whether to assume or reject the
remaining leases. In fact the process of evaluating the debtors' remaining
leases is intertwined with the pending sales of their facilities and
requires further study. Additional time to consider the assumption or
rejection of the remaining leases in the perspective of the pending auction
is necessary and appropriate.

PRIME SUCCESSION: Court Extends 365(d)(4) Deadline through October 9
The US Bankruptcy Court, District of Delaware, entered an order on
September 11, 2000 granting the debtors' motion to extend the time to
assume or reject the leases pursuant to Section 365(d)(4) under the code
for approximately one month through and until October 9, 2000. The debtors
are ordered to file a final motion, on or before September 13, 2000
identifying all leases and executory contracts they intend to reject
pursuant to Section 365 and schedule such motion for hearing on September
28, 2000 at 2:00 PM.

PRO AIR: Airline's Chapter 11 Filing Lists $30MM Of Unsecured Claims
The Chapter 11 filing of Pro Air Inc. in Seattle states that, it owes more
than $30 million in unsecured claims to creditors and shows 58 pages to
list, according to The Detroit News. President Craig Belmondo said, the
filing's purpose was to prevent its three jets from being repossessed
during the grounding done by FAA. According to Ted Lopathiewitz, spokesman
for the National Transportation Safety Board, Pro Air wasn't able to file
an emergency appeal.  The airline only had 48 hours to appeal the grounding
ordered by Federal Aviation Administration.

Taylor automotive supplier, F.X. Coughlin Co., will stop investing more
money unless criterias are met, according to spokesman Scott Wardon. "F.X.
Coughlin Co. has been working with Pro Air during the last three months to
determine if it can assist Pro Air in a recapitalization effort," Mr.
Wardon added.

PRO AIR: Case Summary and 19 Largest Unsecured Creditors
Debtor: Pro Air, Inc.
         101 Elliot Ave. W., #500
         Seattle, WA 98119

Chapter 11 Petition Date: September 18, 2000

Court: Western District of Washington Seattle

Bankrupt Case No.: 00-09271

Judge:  Karen A. Overstreet

Debtor's Counsel: Bradley D. Toney, Esq.
                   Pro Air, Inc.
                   101 Elliot Ave. W., #500
                   Seatle, WA 98119
                   (206) 623-2000

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

19 Largest Unsecured Creditors:

International Union,
Frank Musick
Solidarity House
8000 East Jefferson
Detroit, MI 48214
(313) 826-5000                                    $ 14,000,000

FX Coughlin Co.
Greg Bird
27050 Wick Rd.
Taylor, MI 48180
(734) 946-2500                                     $ 9,268,000

Detroit Investment Fund, LP
Peter Welpart
600 Renaissance Center Ste. 1710
Detroit, MI 48243
(313) 259-6368
(313) 259-6393                                     $ 3,000,000

Mercury Air Group
Eric Beelor
5456 McConnell Avenue
Los Angeles, CA 90066
(310) 827-2737 ext 10
(310) 827-5510                                     $ 1,276,720

Delta Airlines
Bryan Vroon
Pursley, Howell, Lowery & Meeks
Suntrust Plaza, Suite 4540
303 Peachtree Street, N.E.
Atlanta, GA 3030B
(404) 860-7180
(404) 880-7189                                     $ 1,058,079

Matt Eaton
623 Radar Rd.
Greensborough, NC 27410
(336) 665-4410                                       $ 445,000

Eisbrenner Public Relations
Mary Ellen Rowe
2950 W. Square Lake Road,
Suite 100
Troy, MI 48098-5724
(248) 641-1446
(248) 641-1445                                       $ 288,620

Johnson & Higgens
Dan Johnson
1215 Fourth Avenue,
Suite 2300
Seattle, WA 98161
(206) 613-2200
(206) 613-2637                                       $ 270,762

Smitha Industries Aerospace
June Milot
14100 Roosevelt Blvd.
Clearwater, FL 33762
(727) 538-7567
(727) 532-6665                                       $ 265,694

United Airlines                                      $ 247,096

Bocing Commercial Airplane Group                     $ 208,000

Allied Signal Aerospace                              $ 204,042

America West Airlines                                $ 159,090

JETSET Aerospace                                     $ 146,500

Jeppeson                                             $ 142,592

Signature Flight Support                             $ 137,469

MPL2.Com                                             $ 137,390

ITS                                                  $ 130,449

AT&T                                                  $ 97,178

PRO AIR: Requests NTSB To Review FAA's Allegations to Continue Operations
Pro Air, Inc. filed a request with the National Transportation Safety Board
(NTSB) asking the agency to review the FAA's allegation that an emergency
exists regarding the airline's continued operations. In reviewing the
emergency determination request, the NTSB must assume that information
outlined in the order is true and can only determine if the information
presented in the report constitutes an actual emergency. A ruling on this
request must be issued within five days.

In addition to filing the above request, Pro Air will be filing an appeal
that addresses the merits of specific items raised in the FAA order. This
order of revocation appeal must be filed by Thursday, Sept. 28. The NTSB
has 60 days to issue a ruling. As previously stated, Pro Air asserts that
the FAA's claims are based on outdated and erroneous information. The
airline believes that the FAA's case is mostly based on disputes over
wording in some technical manuals, and that any findings reported to Pro
Air were fixed months ago.

PXRE REINSURANCE: S&P Lowers Courterparty and Financial Strength Ratings
Standard & Poor's removed from CreditWatch its ratings on PXRE Reinsurance
Co., PXRE Reinsurance Ltd., and PXRE Corp.

These ratings had been placed on CreditWatch with negative implications on
Aug. 3, 2000.

Subsequently, Standard & Poor's lowered its counterparty credit and
financial strength ratings on PXRE Reinsurance Co. and PXRE Reinsurance
Ltd. to single-'A' from single-'A'-plus. In addition, Standard & Poor's
lowered its counterparty credit and preferred stock ratings on PXRE Corp.
to triple-'B' and double-'B'-plus, respectively, from triple-'B'-plus and
triple-'B'-minus. The outlook is negative.

These rating actions reflect all three companies' (collectively referred to
as PXRE) reduced operating performance, persistent operating volatility,
and remaining uncertainty that new lines of business will grow
successfully. Although PXRE is achieving a loss ratio at or below 75% in
its noncatastrophe business lines, the performance on its catastrophe
business, amplified by additional property exposure written through its
Lloyds operation, has contributed to significant underwriting losses in
1999, with adverse development continuing into 2000.

Although PXRE will be challenged to return to the operating profitability
levels of the last decade in this new environment, it remains extremely
well capitalized. With recent purchases of retrocession at much lower
attachments, catastrophe losses should be mitigated, and management is
expected to take appropriate steps to reduce exposures in its London market
portfolio while focusing resources on the direct and international business

Major Rating Factors:

    -- Very strong capital adequacy. Capital adequacy, as measured by
        standard & Poor's property/casualty model, was 175.7% at year-end
        1999 (with adjustment for year-to-date reduction in surplus) and has
        consistently been above that of the rating range.

    -- Good strategic direction with diversification. Although success will
        take time to prove, PXRE's new diversification plan is sound and
        appears achievable with a narrowed scope.

    -- Improved risk sharing. PXRE has increased its use of third-party
        retrocession and has purchased cover at lower attachment points to
        reduce operating volatility. In addition, its significant quota
        share property-catastrophe arrangements remain in place.

    -- Weakened operating performance. PXRE's operating earnings were weak
        in 1998 and 1999, principally because of catastrophe losses but also
        because of high expenses in new lines, volatility in the investment
        portfolio, and modest use of retrocession. Operating performance is
        expected to improve through increased volume and economies of scale
        in new lines, prompt exiting of unprofitable businesses, and
        improved market conditions.

    -- Limited business review. PXRE's core competency has been limited to
        property-catastrophe reinsurance, and its franchise has weakened in
        importance, as that market segment has suffered from difficult
        competitive conditions. As PXRE builds its capabilities and
        relationships in direct, international, and finite risk markets, the
        company's business review is expected to improve.


The outlook on PXRE reflects the uncertainty surrounding its ability to
attain its growth and profitability objectives. Standard & Poor's expects
PXRE's new lines of business to perform at a loss ratio not to exceed 75%
and capital adequacy not to fall below the double-'A' rating range.
Standard & Poor's expects business diversification to continue to drive
growth, but the magnitude of the growth and the containment of expenses
remain uncertain.--CreditWire

RAYTHEON COMPANY: Sir Robert Hayman-Joyce As New Chairman of RSL Subsidiary
Raytheon Systems Limited, a subsidiary of Raytheon Company, announced that
Sir Robert Hayman-Joyce, KCB CBE DL, has joined the company as chairman.  
He succeeds Sir Kenneth Macdonald, KCB, who is retiring.

Lieutenant General Sir Robert Hayman-Joyce retired from the British Army in
January 1999.  His last post was Deputy Chief of Defence Procurement
(DCDP), Operations, at the Ministry of Defence.  He will be based at
Raytheon Systems Limited's corporate UK offices in London.  

Raytheon Systems Limited (RSL) is the UK-based subsidiary of Raytheon
Company.  With some 2,000 employees working out of nine facilities, RSL
services both defence and commercial markets.

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

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

SFC NEW : Case Summary and 3 Largest Unsecured Creditors
Debtor: SFC New Holdings, Inc.
         520 Lake Cook Road
         Suite 550
         Deerfield, Illinois 60015

Affiliates: Specialty Foods Acquisition Corporation
             Specialty Foods Corporation
             SFC Sub, Inc.
             SFAC New Holdings, Inc.
             Specialty Foods Finance Corporation
             GWI, Inc.
             SFC-SPV Corp.

Chapter 11 Petition Date: September 18, 2000

Courts: District of Delaware

Bankruptcy Case No.: 00-03652

Judge: Mary F. Walrath

Debtor's Counsel: Gregg M. Galardi
                    Skadden, Arps, Slate, Meagher
                    P.O. Box 636
                    Wilmington, DE 19899
                    (302) 651-300

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

3 Largest Unsecured Creditors:

U.S. Trust Company            As trustee for 13-1/4% Sr
114 West 47th Street          Subordinated Notes due 2003,
New York, New York 10032      including but not limited to
                               the following holders          $ 202,495,935

    Franklin Mutual Advisers, LLC
    Morgens, Waterfall, Vintiadis &
     Company, Inc.
    UBS AG, London Branch
    Banc of America Securities
    Continental Casualty Company
    Magten Asset Management
    Avenue Special Situations Fund, L.P.

U.S Trust Company             As trustee for 11-1/4% Sr
114 West 47th Street           Notes due 2001, including but
New York, New York 10032       not limited to the ff holders  $ 170,869,000

    PPM America Fund Mgmt GP, Inc.
    Stuart Lissner
    22 West Wacker Dr., Stc 1100A
    Chicago, IL 60606
    Fax: (312) 634-0741

    Northeast Investors
    Bruce Monrad
    50 S. Congress Street
    Boston, MA 02409
    Tel: (617) 523 3588

    Franklin Advisors
    Alec Beach
    777 Mariners Island Blvd.
    San Mateo, CA 94404
    Fax: (650) 312-3921

U.S Trust Company             As trustee for 12-1/8% Sr
                                Notes due 2001, including
                                but not limited to the
                                following holders                   $ 70,000

SINGER COMPANY: Creditors To Receive 100% of the Equity of Singer N.V.
As announced on September 15, 2000, The First Amended Joint Plan of
Reorganization of The Singer Company N.V. and Its Affiliated Debtors and
Debtors In Possession was confirmed by the United States Bankruptcy Court
for the Southern District of New York on August 24, 2000, and became
effective on September 14, 2000. Pursuant to the Reorganization Plan, a new
corporate entity in the Netherlands Antilles, Singer N.V., is now the
parent company owning certain of the businesses formerly owned by The
Singer Company N.V., including the Singer brand name -- one of the most
widely recognized and respected brands in the world. As previously
reported, under the Reorganization Plan, holders of allowed general
unsecured claims against The Singer Company N.V. will receive 100 percent
of the shares of the stock of Singer N.V. and, upon the effectiveness of
the Reorganization Plan, all existing shares of stock and any other equity
of The Singer Company N.V., including stock formerly trading under the
symbol OTC: SEWCQ, were cancelled. The new stock of Singer N.V. has been
issued to a creditor trust created under the Reorganization Plan, is not
currently trading, and will be distributed by that trust in the future. No
distributions have been made or will be made in the future to holders of
cancelled stock of The Singer Company N.V.

The Singer Company N.V. and forty-four of its subsidiaries and affiliates
filed its Chapter 11 petitions in the U.S. Bankruptcy Court for the
Southern District of New York on September 12 and 13, 1999.

SIZZLER INTERNATIONAL: Completes Acquisition of Oscar's Restaurants
On August 30, 2000, Sizzler International, Inc. completed the acquisition
of 82% of the membership interests of FFPE, LLC, a Delaware limited
liability company, from the sole member of the company for cash and
warrants. FFPE, LLC, the successor to S & C Company, Inc., a California
corporation, is the owner and operator of nine casual dining restaurants
doing business under the name "Oscar's" in the San Diego and Phoenix
markets. The seller was FFPE Holding Company, Inc., a Delaware corporation,
owned by John Sarkisian and certain Sarkisian family members and
partnerships. Sizzler expects that FFPE, LLC will continue to operate the
business under the management of John Sarkisian.

The acquisition was made pursuant to the terms and conditions of an amended
and restated purchase agreement. The agreement provided for a purchase
price of $16 million cash, warrants to purchase 1,250,000 shares of Sizzler
common stock at $4.00 per share and, subject to future performance of the
Oscar's chain, an earn-out of up to $9.1 million. In accordance with the
purchase agreement, Sizzler anticipates providing a loan to FFPE, LLC of up
to $9.5 million.

The source of the cash portion of the purchase price was cash on hand,
generated primarily from the sale and leaseback of certain company-owned
real estate in Australia.

SUN HEALTHCARE: Sixth Omnibus Motion To Reject Certain Equipment Leases
Pursuant to section 365 of the Bankruptcy Code, the Debtors sought and
obtained the Court's authorization to reject 80 Leases for equipment each
for one or more reasons for the same reasons as for the previous omnibus
motions for rejection of executory contracts. (Sun Healthcare Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)

TOKHEIM CORPORATION: Bankruptcy Court Approves $28MM Interim DIP Borrowing
Tokheim Corporation (OTCBB:TOKM) announced that, in connection with its
previously announced prepackaged financial restructuring plan under Chapter
11, it has received an order from the Court allowing the Company to access
the remaining $28 million of its new $48 million debtor-in-possession (DIP)
credit facility provided by the Company's lending group.

Under the terms of the plan, the DIP credit facility will be replaced by a
5 year revolving $48 million facility upon the Company's emergence from the

As previously announced, the Court earlier approved the motions filed by
the Company to allow it to continue to pay its employees and trade
creditors in full in the normal course of business and has set October 4,
2000 as the confirmation hearing date of the Company's prepackaged
financial restructuring plan.

TREND-LINES: Hilco Wins Right to Close 78 Golf Day Stores
Hilco Merchant Resources, LLC, was appointed as agent by the Massachusetts
Bankruptcy Court to dispose of approximately $49 million at retail of
inventory in the remaining 78 Golf Day stores in California, Connecticut,
Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, and

Stanley D. Black, Chief Executive Officer of Trend-Lines, Inc., the parent
company of Golf Day stores stated that, "When we filed for bankruptcy
protection we never envisioned the closing of Golf Day stores. I am very
grateful to our employees for all their efforts We had a great Golf Day

"Although it is a shame that Golf Day was not able to continue as a going
concern, it was able to dramatically improve the quality of its inventory,"
stated Michael Keefe Chief Executive Officer of Hilco Merchant Resources,
"therefore, consumers in the east coast and southern California will be
able to get great values in the store closing sales starting Friday. Many
of the items and best brands are traditionally not discounted in retail
stores; this is an unprecedented opportunity for the golfer to obtain some
of the best brands at tremendous savings."

US WOOD: Asks Judge Robinson to Extend 365(d)(4) Deadline to January 27
US Wood Products, Inc. seeks a court order pursuant to Section 365(d)(4) of
the Bankruptcy Code extending the debtor's time to assume or reject
unexpired leases of nonresidential real property.  A hearing on the
motion will be convened before the Honorable Sue L. Robinson, Wilmington,
DE on September 27, 2000 at 10:00 AM.

The debtor claims that it is not presently in a position to decide which of
the unexpired leases should be assumed or rejected. The debtor has not yet
had an opportunity to fully develop a business plan that will support their
plans of reorganization and is now in the process of attempting to sell
some of its branches. The debtor seeks a 120-day extension until January
27, 2001.

VIDEO UPDATE: Delaware Court Approves Video Retailer's "First Day" Motions
Video Update, Inc. (OTCBB:VUPDA - news), announced that the United States
Bankruptcy Court for the District of Delaware approved all of the Company's
"first day" motions. Among other things, the Court authorized Video Update
to finance its post-petition operations through an interim "cash
collateral" order, to pay any and all outstanding wages and related
benefits to its employees. Video Update's Chairman and Chief Executive
Officer, Daniel Potter, said "the Court's orders will enable the Company to
comfortably finance its operations while we reorganize in Chapter 11. We
are particularly pleased that the Court has allowed us to honor our
obligations to loyal employees. We also intend to continue our commitment
to our millions of Video Update customers - we expect no interruption in
service as we continue this process."

* Bond pricing for the week of September 25, 2000
Data is supplied by DLS Capital Partners, Inc.  Following are indicated
prices for selected issues:

AMC Ent 9 1/2 '11                          44 - 46
Amresco 9 7/8 '05                          34 - 36
Advantica 11 1/4 '08                       52 - 58
Asia Pulp & Paper 11 3/4 '05               58 - 60
Carmike Cinema 9 3/8 '09                   28 - 30 (f)
Conseco 9 '06                              63 - 65
Fruit of the Loom 6 1/2 '03                54 - 56 (f)
Genesis Health 9 3/4 '05                    6 - 8  (f)
Globalstar 11 1/4 '04                      29 - 31
Loewen 7.20 '03                            34 - 36 (f)
Oakwood Home 7 7/8 '04                     34 - 36
Owens Corning 7 1/2 '05                    51 - 53
Paging Network 10 1/8 '07                  36 - 38 (f)
Pillowtex 10 '06                           18 - 20
Revlon 8 5/8 '08                           52 - 54
Service Merchandise 9 '04                   7 - 9  (f)
Trump Atlantic 11 1/4 '06                  69 - 71
TWA 11 3/8 '06                             42 - 44


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

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from --
go to  
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
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                     * * * End of Transmission * * *