TCR_Public/001011.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Wednesday, October 11, 2000, Vol. 4, No. 199
  
                                Headlines

AMERISERVE: Announces Agreement To Sell Chicago Consolidated for $12.5M
APPLE ORTHODONTIX: Exclusivity Extended through December 1
BREED TECHNOLOGIES: Asks for Extension of Exclusive Period through Year-End
CROWN VANTAGE: Asset Sale Pact with Crown Acquisition Stalls
ELDER-BEERMAN: Expects to Repurchase 3,333,333 Shares At or Below $5.25

FOUNDATION STILL WATER: U.S. Trustee Will Convene 341 Meeting on Oct. 24
FRUIT OF THE LOOM: Committee's Bid to Retain Jeffrey Chanin Draws Fire
GC COMPANIES: Maine Mall Cinema Stays Open During Theater Operator Dilemma
GEN FIRE: Case Summary and 30 Largest Unsecured Creditors
GENESIS/MULTICARE: Healthcare Resources Affiliate Files for Chapter 11

GRAND UNION: New Jersey Bankruptcy Court Approves $60M Post-Petition Loan
GREATE BAY: Sands Hotel Extends Equity-Based Offer to Purchase Casino
HEILIG MEYERS: Equity Committee Balks at Procedures for Future Asset Sales
HEILIG-MEYERS: Court Approves Akin Gump & BDO Seidman Engagements
ICG COMMUNICATIONS: Restructuring Calls for 300 Job Cuts

INTELLISYS GROUP: MCSi Signs Agreement to Purchase Significant Assets
LOEWEN GROUP: Prime Succession Terminates Administrative Service Agreement
NATIONAL FINANCE: Ex-Employees Retaliate And Pursue Own Recovery Plan
NATIONAL HEALTH: Tokyo-Mitsubishi Bank Extends Credit Facility to Nov. 10
PINNACLE BRANDS: UV Color South and Professional Packaging Object to Plan

PRIME SUCCESSION: Pulls the Plug on Loewen Administrative Service Agreement
RELIANT BUILDING: Associated Materials Purchases Alpine Assets for $7.5M
RELIANT BUILDING: Second Amended Appointment of Creditor's Committee
ROBERDS, INC.: Applies To Employ Skoda, Minotti as Auditor & Tax Advisor
SAFETY-KLEEN: Burlington Northern Requests Okay to Set-Off Mutual Debts

STROUDS, INC: Needs More Time, to Oct. 24, to File Schedules & Statements
TESSERACT GROUP: Education Operator Files Chapter 11; Schools Unscathed
TOYSMART.COM: Assuming & Assigning Various Software License Agreements
VENCOR, INC.: Agrees to Lift Stay to Permit Recovery on Insurance Policies

* Meetings, Conferences and Seminars

                                *********

AMERISERVE: Announces Agreement To Sell Chicago Consolidated for $12.5M
-----------------------------------------------------------------------
AmeriServe Food Distribution, Inc. announced it has signed an agreement to
sell the assets of Chicago Consolidated Corporation to Consolidated
Distribution Corporation for approximately $12,500,000 (subject to certain
adjustments relating to inventory levels).  CCC is AmeriServe's
redistribution company.

In a separate transaction, AmeriServe and CCC signed an agreement to sell
the stock of PFS de Mexico S.A. de C.V. and Servicios AmeriServe, S.A. de
C.V. to Pacific Star, S.A. de C.V. and Pacific Star Holding, S.A. de C.V.
for approximately $5,000,000 (subject to certain adjustments relating to
working capital).  PFS de Mexico and Servicios AmeriServe are AmeriServe's
distribution companies in Mexico.

"These transactions are another positive step forward in AmeriServe's
ongoing efforts to maximize value to our creditors, while continuing to
serve our customers and employees well," said Ron Rittenmeyer, AmeriServe's
President and Chief Executive Officer.  Both the CCC asset sale and the
Mexican stock sales are subject to, among other conditions, U.S. Bankruptcy
Court approval.

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas, is one of
the nation's largest distributors specializing in chain restaurants,
serving leading quick service systems such as KFC, Long John Silver's,
Pizza Hut and Taco Bell.


APPLE ORTHODONTIX: Exclusivity Extended through December 1
----------------------------------------------------------
The US Bankruptcy Court, Southern District of Texas, Houston Division
entered an order on September 28, 2000 extending the Plan Proposal Period
and the Solicitation Period of Apple Orthodontix, Inc. through and
including December 1, 2000 and February 1, 2001, respectively.

On the same date the court "dismissed" the motion of the Official Committee
of practitioners of Apple Orthodontix, Inc. to appoint an Examiner.


BREED TECHNOLOGIES: Asks for Extension of Exclusive Period through Year-End
---------------------------------------------------------------------------
Breed Technologies, Inc. seeks to further extend the exclusive periods
during which the debtors may file plans of reorganization and solicit
acceptance of such plans with the US Bankruptcy Court for the District of
Delaware.

A hearing on the motion has been scheduled for 4:00 PM on October 26, 2000.

The debtors request a further extension of the Exclusive Periods to
December 31, 2000 and February 28, 2001, respectively.

Two very significant purchase offers for the sale of substantially all the
debtors' assets are under consideration. On August 7, 2000 the debtors
filed a joint plan of reorganization of Breed Technologies, Inc. which plan
was based in large part on the acquisition of Breed by Harvard Industries,
Inc. pursuant to sale procedures set forth in the plan.

The debtors are presently negotiating the terms of a sale to a third-party
purchaser, and, if successful, will immediately prepare and file an
emergency motion to approve sale procedures and a revised plan and
Disclosure Statement. The debtors require an additional period of time in
which to develop and document a revised plan of reorganization. The debtors
believe that a plan acceptable to all creditors can be developed and
implemented.

The debtors request that the court further extend the period during which
they have the exclusive right to propose a plan and solicit acceptances
thereof until December 31, 2000 and February 28, 2001. Such an extension
will, according to the debtors, allow them to fully negotiate and develop a
plan that maximizes the return for creditors.


CROWN VANTAGE: Asset Sale Pact with Crown Acquisition Stalls
------------------------------------------------------------
Crown Vantage Inc. (OTC Bulletin Board: CVANQ) and its wholly owned
subsidiary Crown Paper Co., announced that the letter of intent dated
September 11, 2000, between Crown Acquisition Corporation ("CAC") and Crown
Paper has been terminated by CAC. As previously announced, the letter of
intent contemplated the sale to CAC of substantially all of the assets of
Crown Paper. CAC stated that it terminated the letter of intent because the
definitive agreement had not been executed by September 27, 2000, and
alleged that certain conditions precedent could not be satisfied by Crown
Paper. Despite terminating the letter of intent, CAC has expressed interest
in acquiring the St. Francisville mill.

Bob Olah, CEO of Crown Vantage and Crown Paper, commented, "While we are
disappointed that the CAC transaction will not progress as planned, we feel
that certain requested changes to the letter of intent did not yield fair
market value for the assets being discussed. However, we are encouraged by
the interest shown by other parties, not only in the mills that CAC was to
purchase, but in all of the Company's mills. We are currently working with
these parties in the diligence process." Olah continued, "The Crown
management team remains focused on our responsibility to negotiate a deal
or package of deals that delivers maximum value and provides both the
ability to continue serving our customers and the avenue to emerge from
bankruptcy."

Prior to the termination of the letter of intent, Crown sought and received
an extension of the exclusivity period until December 25, 2000, for
producing a plan of reorganization.


ELDER-BEERMAN: Expects to Repurchase 3,333,333 Shares At or Below $5.25
-----------------------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) announced the preliminary
results of its self-tender offer, which expired at 12:00 midnight, New York
City time, on Thursday October 5, 2000. Elder-Beerman commenced the tender
offer on September 8, 2000 to purchase up to 3,333,333 shares of its common
stock at a price between $4.50 and $6.00 per share, net to the seller in
cash, without interest.

Based on a preliminary count by the depositary for the tender offer, Elder-
Beerman expects to purchase 3,333,333 shares at $5.25 per share from the
shares tendered at or below $5.25. Elder-Beerman also expects to purchase
an additional 54,277 shares, or approximately 0.4% of the outstanding
shares, which is the additional amount that may be purchased without
amending or extending the tender offer. The total number of shares Elder-
Beerman expects to purchase is 3,387,610 shares. Shares tendered at prices
higher than $5.25 will be promptly returned.

The actual number of shares to be purchased and the purchase price are
subject to final confirmation and the proper delivery of all shares
tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Payment for shares accepted and return of
all shares tendered but not accepted will occur as soon as practicable
after determination of the number of shares properly tendered. After
completion of the tender offer, Elder-Beerman will have approximately
11,285,076 shares of common stock outstanding.

The dealer-manager for tender offer was Wasserstein Perella & Co.
The nation's ninth largest independent department store chain, The Elder-
Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 62
department stores in Ohio, West Virginia, Indiana, Michigan, Illinois,
Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also operates two
furniture superstores. Elder-Beerman has announced it will open a new
concept store in Jasper, Indiana in November of 2000.


FOUNDATION STILL WATER: U.S. Trustee Will Convene 341 Meeting on Oct. 24
------------------------------------------------------------------------
A chapter 11 bankruptcy case concerning Foundation Still Waters, Inc. was
filed on September 15, 2000. The debtor is represented by Craig Hansen of
Squire Sanders & Dempsey, Phoenix, Az. A meeting of creditors will be held
on October 24, 2000 at 4:30 PM, Office of US Trustee, Phoenix, Az. The
judge assigned to the case is the honorable George B. Nielsen, US
Bankruptcy Court District of Arizona, Phoenix Division.


FRUIT OF THE LOOM: Committee's Bid to Retain Jeffrey Chanin Draws Fire
----------------------------------------------------------------------
Robert M. Dowd, Esq., of Griswold, Lasalle, Cobb, Dowd & Gin LLP, presents
the Court with an Application on behalf of the Official Committee of
Unsecured Creditors of Fruit of the Loom, Inc., seeking authority to retain
Jeffrey Chanin LLC as investment advisors. Specifically, the Official
Committee asks Chanin to:

    a) Assist the Committee in developing, coordinating, structuring and
       negotiating the terms and conditions of the Reorganization Plan;

    b) Estimate the value of securities to be issued to the Unsecured
       Lenders under the Reorganization Plan;

    c) Provide expert testimony regarding valuation and recoveries under the
       Reorganization Plan;

    d) Analyze potential divestitures;

    e) Assist the Committee in developing alternative plans, including
       contacting potential plan sponsors;

    f) Provide other and further financial advisory service

Mr. Dowd states that Chanin will work diligently to ensure that no
unnecessary duplication of effort occurs between Chanin and Arthur Andersen
LLP, the Committee's existing financial advisors. Chanin agrees to advise       
the Committee in exchange for a $150,000 monthly fee plus reimbursement of
out of pocket expenses. Chanin reserves the right to request a success fee.

Steven R. Strom, Managing Director of Jeffery Chanin assures the Court that
Chanin is disinterested. Mr. Strom relates that he conducted a search using
a proprietary computer database and determined that Chanin holds no
conflicts of interest. However, Chanin feels it appropriate to disclose its
list of prior clients that are also involved in the Fruit of the Loom
proceedings: Bank of New York, Bank of America, Bank of America Securities,
Societe Generale, Credit Suisse First Boston, Fidelity, Merrill Lynch and
First Trust.

The Official Committee's request stinks like week-old boxer shorts, John H.
Knight of Richards, Layton, & Finger, says in so many words, on behalf of
Bank of America. BofA objects to Chanin's retention, reminding the Court
that on February 8, 2000, the Official Committee filed the application to
retain Arthur Andersen as financial advisor. On March 17, 2000, at the
behest of the Official Committee, the Court approved the retention of
Andersen as "accountant and financial advisor." The filing includes an
affidavit by Perry M. Mandarino, an Andersen partner, in support of his
firm's retention. Mr. Mandarino states that the range of services for which
the Official Committee retained his firm is "quite broad." At the time, the
Official Committee claimed that Andersen was to provide:

    a) Evaluation of the Reorganization Plan;

    b) Determination of the feasibility of the Reorganization Plan;

    c) Preparation of a going concern sale and/or liquidation value
       analysis;

    d) Tax and valuation analysis;

    e) Assistance in any divestitures; and

    f) Testimony on findings if required.

Mr. Dowd tells the Court that a review of the Andersen fee applications
indicate the firm has been extremely active on behalf of the Official
Committee. Through July 26, 2000, Andersen submitted five fee applications
for a broad array of services totaling $877,321 in fees and $40,559 in
expenses, representing over 3,500 hours.

According to Mr. Dowd, the application indicates Chanin will perform work
that substantially duplicates the scope of services Andersen was retained
to perform and has already rendered. Essentially, all services described in
the application are within the express scope of Andersen's assignment.

In addition, the Chanin application excludes a mandate for traditional
investment banking services such as raising capital and issuance of
fairness opinions that Andersen might not be qualified to provide.

Unlike the Official Committee's prior request for additional litigation
counsel, there is no allegation of conflict of interest to support
retention. In fact, the application does not attempt to explain why
retention of Chanin is necessary given Andersen's prior engagement.
Andersen already provides the valuation services that the Official
Committee desires from Chanin.

Mr. Dowd suggests that attempts to retain a second financial advisor are
attributable to the Official Committee's displeasure with the valuation
opinions already expressed by Arthur Andersen and the implications that
such valuation has for the Official Committee's position in the Fruit of
the Loom proceedings. Expert opinion shopping will impose an additional
administrative expense burden on an already burdened estate.

Christopher J. Lhulier, Esq., of Pachulski, Stang, Ziehl, Young & Jones,
interposes an objection on behalf of the Unofficial Committee of Secured
Noteholders. The Unofficial Committee echoes many of the objections raised
by Bank of America.

J. Kate Stickles, Esq., speaking for Fruit of the Loom, objects to the
Official Committee's Application too. The services provided will be
duplicative within the scope of Andersen's retention. The new application
by the Official Committee contains identical justification to that of the
Arthur Andersen application. Ms. Stickles provides a chart of nomenclature
used by the Official Committee in its application for retention of Andersen
and that of Chanin. She attempts to prove that the engagements are
redundant. She shows Judge Walsh a side-by-side chart that outlines the fee
applications and descriptions of services performed to prove her claim of
likely duplicity.

Not content to let the parties with economic stakes in the outcome of FTL's
chapter 11 cases to fight their own battles, Patricia A. Staiano, the
United States Trustee for Region III objects to the Official Committee's
Application. Daniel K. Astin, Esq., outlines two bases for the U.S.
Trustee's objections:

    * First, Chanin requests a success fee without identifying any basis for
      calculating that fee;

    * Second, the Application indicates that Chanin may be entitled to
      indemnification for services provided, and indemnification, she
      argues, is inappropriate.
(Fruit of the Loom Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GC COMPANIES: Maine Mall Cinema Stays Open During Theater Operator Dilemma
--------------------------------------------------------------------------
In spite its parent theater company in financial incapability, Maine Mall
Cinema will remain open for the public, the Portland Press Herald reports.
Communications director, Brian Callaghan says, General Cinema has closed
already 25 theaters in nine states. "These are very competitive times in
the movie theater industry, and we're looking at selling theaters, closing
some, renegotiating leases, and keeping the option of bankruptcy open as
well," Callaghan added.

The only seven-screen theater in Maine, owned by General Cinema has started
operations since 1975. It's one of three first-run theaters in Greater
Portland, along with Hoyt's theaters in Falmouth and South Portland. GC
Companies Inc., which operates General Cinema is based in Chestnut Hill,
Massachusetts.


GEN FIRE: Case Summary and 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gen Fire Inc.
         1685 Shermer Road
         Northbrook, IL 60062

Affiliate: Blue Eagle Truck Lines, Inc.

Chapter 11 Petition Date: October 5, 2000

Court: Eastern District of Illinois

Bankruptcy Case No.: 00-29219

Judge: Erwin I. Katz

Debtor's Counsel: Barry A. Chatz, Esq.
                   Kamensky & Rubenstein
                   7250 N Cicero Ave. STE 200
                   Lincolnwood, IL 60712
                   (847) 568-5613

30 Largest Unsecured Creditors

Siderca Corporation
4511 Brittmoore Road
Houston, TX 77041
(713) 767-4444                                              $ 449,960

Hi-Temp, Inc.
75 E. Lake Street
Northlake, IL 60164
(708) 345-5640                                              $ 324,291

Rhodia, Inc.
259 Prospect Plains Road
Bldg. D
Cranberry, NJ 0851
(609) 860-0103                                              $ 319,359

Worthington Steel                                           $ 227,618

Alpha Tube Corp.                                            $ 163,443

Plymouth Tube Co., USA                                      $ 152,911

Anchor-Harvey Components                                    $ 144,844

Mannesmann Pipe & Steel                                     $ 137,143

Chicago Anodizing                                           $ 128,384

Allegheny Rodney                                            $ 115,698

Ebur Erhard Burkard GMBH                                    $ 110,815

Valmont Industries, Inc.                                     $ 88,375

Packaging Design Corp.                                       $ 85,046

AGA Gas, Inc.                                                $ 77,248

Topflight Corporation                                        $ 73,009

Marsh & McLennan, Inc.                                       $ 72,962

Tri Star Metals                                              $ 70,111

Ceodeux                                                      $ 61,605

RES Mfg. Co.                                                 $ 61,161

Corey Steel                                                  $ 61,135

Mandel Metals, Inc.                                          $ 59,368

H3R, Inc.                                                    $ 59,000

RET Enterprise Corp.                                         $ 58,825

Shiloh Corporation                                           $ 58,702

Goodyear Rubber                                              $ 57,008

C.P. Screw                                                   $ 55,545

Victor                                                       $ 50,850

Worthington Cylinder Corp.                                   $ 46,767

Saturn Steel, Inc.                                           $ 45,196


GENESIS/MULTICARE: Healthcare Resources Affiliate Files for Chapter 11
----------------------------------------------------------------------
Healthcare Resources Corp., formerly known as Homestead Center and
Homestead Nursing and Rehabilitation Center, filed for relief under chapter
11 of title 11 of the United States Bankruptcy Code. The Bankruptcy Clerk
assigned case number 00-03196 to the proceeding. Healthcare Resources is an
affiliate of Genesis Health Ventures, Inc., and its chapter 11 case will be
jointly administered with the GHV Cases. (Genesis/Multicare Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRAND UNION: New Jersey Bankruptcy Court Approves $60M Post-Petition Loan
-------------------------------------------------------------------------
Grand Union Co. (GUCO) has received interim court approval of its $60
million debtor-in-possession financing facility, according to a Form 8-K
filed Thursday with the Securities and Exchange Commission. The U.S.
Bankruptcy Court in Newark, N.J. approved the agreement at a hearing on
which the supermarket operator filed for chapter 11 bankruptcy protection
for the third time since 1995. (ABI 09-Oct-00)


GREATE BAY: Sands Hotel Extends Equity-Based Offer to Purchase Casino
---------------------------------------------------------------------
Alfred J. Luciani, President & CEO of the Sands Hotel & Casino announces
that GB Holdings, Inc., the parent company of the Sands Hotel & Casino,
has submitted a proposal to acquire the Claridge Casino Hotel in Atlantic
City, New Jersey, that would permit the Claridge to emerge promptly from
Chapter 11 bankruptcy proceedings. The proposal, which would include the
issuance by the company of approximately 7.2 million shares of its common
stock, is currently under review by the Claridge.

Luciani said, "The transaction is beneficial to the Sands stockholders. It
is expected to be immediately accretive to the Sands and would permit the
combined companies to go forward as strong competitors in a marketplace
that already includes a number of companies operating at multiple
locations. With the consummation of this transaction the combined
Sands-Claridge would be in a position to compete as equals with those
companies. In addition, our proposal is clearly in the best interests of
the Claridge employees, as the Sands would continue operations of the
Claridge facility as a casino hotel."

The company believes the offer is superior to alternative proposals when
viewed from the perspective of the amount and form of consideration, the
lack of risk of non-confirmation of the proposal, the timing and certainty
of completion of the transaction, the structure of the proposal, and
regulatory implications.

Luciani stated that he anticipated the regulatory approvals for the
acquisition would likely be obtained expeditiously. "GB Holdings, which is
currently licensed to own the Sands Hotel & Casino, would not face the
type of opposition based on economic concentration, as would be inherent in
an application by a large, multiple-licensed casino operator in Atlantic
City."


HEILIG MEYERS: Equity Committee Balks at Procedures for Future Asset Sales
--------------------------------------------------------------------------
The Official Committee of Equity Security Holders by its proposed counsel,
Hunton & Williams, objects to the motion of Heilig-Meyers Company, et al.
for an order establishing procedures for future asset sales. The debtors
seek approval of procedures by which they may sell, without further order
of the court, "individual stores and other assets... provided that the
consideration received does not exceed $500,000 per store or $2 million per
transaction in the event of a multiple-store sale."

The motion seeks authority to conduct any proposed sale, without further
order, provided that not objection is received to the proposed sale on not
less than 10 days notice to the Creditors Committee, the Equity Committee,
the interest landlords or lienholders, counsel for the DIP Lenders, and
counsel to the agent for the debtors' pre-petition lenders.

The Equity Committee has two primary objections to the motion.

First, the motion does not provide adequate means or notice to ensure that
any bid is fair consideration for the assets to be sold.

The Equity Committee argues that at least three elements of the procedures
are inadequate:

    a) Ten days is simply not enough time for financial advisers to the
       Equity Committee to evaluate a pending offer.

    b) There is no description of the information that will be provided to
       the Notice parties.

    c) There will be little or no basis upon which the Equity Committee or
       any other Notice Party will know if the proposed sale is at fair
       value unless there is ample opportunity for other potential bidders
       to consider making an offer on each proposed sale. Ten days is
       insufficient time to allow potential bidders to consider making a
       competing offer.

The second principal objection of the Equity Committee to the motion is
that, through the motion, the debtors may be down-sizing their store
operations without ever announcing or seeking approval of such a plan a
through a motion setting forth the basis for the debtors' business
judgment. The Equity Committee is very concerned that the debtors will
further reduce the number of stores in its operation through piece-meal
sales of its stores and inventory in a fashion that effectively will limit
the debtors' avenues and opportunities in any reorganization effort.

Thus the authority in the motion could rise to a level of a sub rosa plan
without adequate disclosure of the debtors' business plans and at a time
when the debtors have not yet filed their schedules or statement of
financial affairs and not yet participated in a meeting of creditors
pursuant to Section 341.

Because the motion is not sufficiently limited to only the 302 stores that
were the subject of the GOB sale order, or to a specific number of
additional store locations, the Committee argues that the motion may allow
the debtors to circumvent the plan process in re-defining its role in the
retail furnishing business.


HEILIG-MEYERS: Court Approves Akin Gump & BDO Seidman Engagements
-----------------------------------------------------------------
By order entered on September 25, 2000, the Official Committee of Unsecured
Creditors of Heilig-Meyers Company, et al. is authorized to retain Akin,
Gump Strauss, Hauer & Feld LLP as counsel to represent it as counsel. The
court did not approve such retention nunc pro tunc to August 17, 2000.

By order entered on September 25, 2000, the Official Committee of Unsecured
Creditors of Heilig-Meyers Company, et al. was authorized to retain BDO
Seidman, LLP as accountant. The court did not approve such retention nunc
pro tunc to August 17, 2000.


ICG COMMUNICATIONS: Restructuring Calls for 300 Job Cuts
--------------------------------------------------------
ICG Communications, The Denver Post reports, cuts off 10 percent or 300
employees off its manpower nationwide as it restructures.  Spokeswoman
Silvia McLachlan, CEO Randall E. Curran and president Bill Beans, Jr.,
declined to comment about the layoffs or the restructuring activities.
Facing financial difficulties, the Arapahoe County-based voice and data
seller, also faces a lawsuit in behalf of investors brought by Weinstein
Kitchenoff Scarlato & Goldman. According to investment analyst Roger Metz,
who keeps track of ICG, he has no knowledge about the layoffs, and added
that it wasn't a surprise. "It's absolutely not a surprise that this would
happen.  [ICG] is presumably in the midst of an overhaul internally," Metz
said.  


INTELLISYS GROUP: MCSi Signs Agreement to Purchase Significant Assets
---------------------------------------------------------------------
MCSi, Inc. (Nasdaq:MCSI) announced that it had signed an agreement to
purchase a significant portion of the assets of Intellisys Group, Inc., a
$150 million (annual) revenue integrator of audio-visual systems and
products.  This agreement is a part of a proposed Chapter 11 reorganization
of Intellisys. Terms of the agreement were not announced. The closing of
the asset acquisition agreement is subject to certain governmental and
other approvals.

"Going forward, this Intellisys - MCSI transaction will be quite potent,"
said Michael E. Peppel, Chairman, President and Chief Executive Officer of
MCSi, Inc. "With the human and technical resources which will be available
to MCSi, customers can expect a solution that is unparalleled in the
industry. This relationship will represent the fusion of two industry
pioneers that will translate into remarkable opportunities."

"This transaction is a significant step forward for our organization," said
Mike Gummeson, President and CEO of Intellisys. "The combination of
Intellisys Group and MCSI will solve the resource and systems issues which
have so severely hampered our company and create an industry powerhouse,"
Mr. Gummeson concluded.

Headquartered in Westlake Village, California, Intellisys Group has 14
offices throughout California, Washington, Oregon, Colorado, Texas, Georgia
and Massachusetts. Intellisys Group designs, sells, installs, services and
supports integrated audio-visual presentation, conferencing, and networked
media systems. It also sells a wide variety of portable presentation
equipment.

MCSi has emerged as the nation's leading systems integrator of state-of-
the-art presentation and broadcast facilities. MCSi's foresight and ability
to converge three key industries: audiovisual systems, broadcast media and
computer technology, combined with design-build and engineering expertise,
computer networking and configuration services, an extensive product line,
and quality technical support services, has given MCSi a distinct advantage
in the systems integration marketplace and contributed to the dramatic
growth of the company. MCSi's scalable solutions address clients at every
level of the business transaction continuum. Products and services are
available directly through the Company and its sales specialists, many of
whom provide enterprise-wide solutions and/or work exclusively with clients
on strategic initiatives. Customers benefit from MCSi's years of
experience, extensive product knowledge, and strong relationships
maintained with manufacturers and technology leaders.


LOEWEN GROUP: Prime Succession Terminates Administrative Service Agreement
--------------------------------------------------------------------------
Mooting its request for relief from the automatic stay filed in Loewen
Group International, Inc.'s chapter 11 case, Prime Succession, Inc., moves
the Court for an order in its own chapter 11 proceeding pending before
Judge Walsh (Bankruptcy Case No. 00-2969) authorizing it to reject the
Administrative Services Agreement with LGII. Rejection of the ASA, Prime
says, is a sound exercise of it business judgment because Prime has
determined that the services covered under the ASA are not necessary for
Prime's on-going operations. Moreover, by rejecting the ASA, Prime will
eliminate substantial payment obligations under the Agreement. Alan W.
Kornberg, Esq., Jeffrey D. Saferstein, Esq., and Dana Safran, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison, represent Prime Succession in its
on-going chapter 11 restructuring. (Loewen Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL FINANCE: Ex-Employees Retaliate And Pursue Own Recovery Plan
---------------------------------------------------------------------
Former employees of National Finance Corp., intend to get back at the
Company, The Times Union reports.  NFC's former technology team now works
for a software company that is based in Troy, Applied Cognetics LLC.
Applied President, Chris Coulthrust was also a former NFC, who worked as a
senior vice president of technology.  Coulthrust was the original designer
of the software that NFC claims considered one of its biggest assets. "We
will make all of the code (to our mortgage software) public domain just to
drive them out of business," he said. "We'll give away the licensing but
sell the implementation, and the first money we get from that, we'll use to
cover the payroll of all of the people that got laid off. That should make
things even."

Halfmoon, New York-based National Finance failed to find a buyer before it
closed its doors in December. The lender is now trying to settle an
involuntary Chapter 7 and is holding talks with potential investors to aid
them in reopening within six months, President Tony Fisher said.


NATIONAL HEALTH: Tokyo-Mitsubishi Bank Extends Credit Facility to Nov. 10
-------------------------------------------------------------------------
National Health Investors, Inc. (NHI and NHIPr - NYSE) announced that it
received a 30 day extension to Nov. 10 on its Bank of Tokyo-Mitsubishi
(BTMT) $102 million credit facility by making a payment of $7.5 million to
reduce the principal.

During the 30-day extension, NHI intends to enter into an amendment to the
credit facility. The agreement in principle between the parties provides
for collateralizing the BTMT credit facility and an existing $25 million
Bank of Montreal term loan. The maturity date on the BTMT credit facility
will be extended through Dec. 31, 2001 and the remaining balance on the
Bank of Montreal loan will not be due until July 30, 2002. In addition, the
banks are requiring substantial principal reductions over the next 14
months. NHI expects that the collateral for the credit facility and term
loan will include a substantial portion of its first mortgage portfolio and
the extended credit facility and term loan will bear an interest rate of
LIBOR plus two percent.

NHI also has a $38 million subordinated convertible debenture due on Jan.
2, 2001. NHI officials said a third and fourth quarter dividend would not
be paid until the $38 million subordinated convertible debentures are paid
in full or refinanced. Any dividend reduction or elimination will be used
to pay required debt. Over time, NHI believes this debt reduction will
enhance its cash flow. NHI fully intends to preserve its status as a Real
Estate Investment Trust.

Over the last several months, NHI and the banks have negotiated
continuously regarding the credit renewal. While NHI believes an agreement
in principal has been reached with the bank group regarding the terms and
conditions of the new credit facility, no assurances can be given that a
final agreement will be signed. If NHI is not able to renew the bank credit
facility, it may be forced to seek one of the alternatives previously
disclosed, including the sale of assets, merger, the sale of additional
equity, or the filing for reorganization.


PINNACLE BRANDS: UV Color South and Professional Packaging Object to Plan
-------------------------------------------------------------------------
UV Color South, LP and Professional Packaging Systems, Inc. object to the
confirmation of the joint plan of liquidation of Pinnacle Brands, Inc. et
al. and the Bank Group.

UVCS is an unsecured creditor holding a claim of approximately $1.3
million. UVCS objects to confirmation of the plan for the following
grounds:

    a) By proposing the plan and pursuing claims only against Preference
       Defendants and releasing all claims against other recipients of
       avoidable preferential payments, the debtors have failed to comply
       with the provisions of Title 11, with the meaning of Section 1129
       (a)(2) and the debtors have failed to propose the plan in good faith
       within the meaning of Section 1129(a)(3);

    b) The plan discriminates unfairly against the preference defendants and
       cannot be confirmed; and the plan is not fair and equitable and
       cannot be confirmed.

Professional Packaging concurs and joins in with the objection filed by UV
Color South LP and states that in addition, the plan does not meet the
"Best Interests" test.


PRIME SUCCESSION: Pulls the Plug on Loewen Administrative Service Agreement
--------------------------------------------------------------------------
Mooting its request for relief from the automatic stay filed in Loewen
Group International, Inc.'s chapter 11 case, Prime Succession, Inc., moves
the Court for an order in its own chapter 11 proceeding pending before
Judge Walsh (Bankruptcy Case No. 00-2969) authorizing it to reject the
Administrative Services Agreement with LGII. Rejection of the ASA, Prime
says, is a sound exercise of it business judgment because Prime has
determined that the services covered under the ASA are not necessary for
Prime's on-going operations. Moreover, by rejecting the ASA, Prime will
eliminate substantial payment obligations under the Agreement. Alan W.
Kornberg, Esq., Jeffrey D. Saferstein, Esq., and Dana Safran, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison, represent Prime Succession in its
on-going chapter 11 restructuring. (Loewen Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


RELIANT BUILDING: Associated Materials Purchases Alpine Assets for $7.5M
------------------------------------------------------------------------
Associated Materials Incorporated (Nasdaq: SIDE), announced that it has
acquired substantially all of the assets of Alpine Industries, Inc. for
$7.5 million in cash and the assumption of certain liabilities. Included in
the acquired assets is Alpine's window fabrication facility located in
Bothell, Washington. This facility manufactures vinyl windows for the new
construction, manufactured housing and remodeling markets.

Associated Materials' Alside division will integrate Alpine into its
existing operations under the direction of Michael Caporale, Alside's
President and Chief Operating Officer. Alside currently operates three
vinyl window plants. The Company expects to retain most of Alpine's 200
employees and management team led by Kevin Kaestner.

William W. Winspear, Chairman and Chief Executive Officer, commented: "We
are very excited about the purchase of Alpine. This acquisition will
increase Alside's presence on the West Coast as well as in the new
construction and manufactured housing markets. Alpine has excellent people,
solid product offerings and a loyal base of customers and suppliers. We
look forward to growing Alpine's business and returning Alpine to its
previous level of excellence."

Net sales for Alpine's fiscal year ended March 31, 2000 were approximately
$33.8 million. Alpine and its parent company, Reliant Building Products,
Inc., filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code on July 11, 2000. Alpine's sales and profits were
significantly impaired by the bankruptcy proceeding and Alpine is not
currently expected to realize a profit for at least six months. The sale of
Alpine's assets to Associated Materials was approved by the Bankruptcy
Court.

Associated Materials is a leading manufacturer of exterior residential
building products, which are distributed through more than 75 company-owned
Supply Centers across the country. Its Alside division produces a broad
range of vinyl siding and vinyl window lines as well as vinyl fencing,
vinyl decking and vinyl garage doors. The Company's operations also include
AmerCable, a manufacturer of electrical cable used in mining, offshore
drilling, transportation and other specialized industries.


RELIANT BUILDING: Second Amended Appointment of Creditor's Committee
--------------------------------------------------------------------
The following persons are appointed to the Official Creditor's Committee in
the Chapter 11 case of Reliant Building Products, Inc. as submitted by
William T. Neary, US Trustee.

1. Michael H. Gluckstein, Chair
     Guardian Industries Corporation
     Auburn Hills, MI

2. Michael T. Newsome
     Mikron/Zachary Scott & Co.
     Seattle, WA

3. Jonathan Petromelis, CPA
     Amesbury Group, Inc.
     Amesbury, Mass.

4. Brian Redpath
     Cardinal CG
     Buford, GA

5. Patrick T. Doyle
     Chelsea Building Products
     Oakmont, PA

6. Richard B. Weeks
     H.B. Fuller Company
     North American ASC Group
     St. Paul, MN

7. Michael Mandel
     Ryder Transportation Services
     Miami, Fla.

8. Garrett F. Charity
     PPG Industries, Inc.
     One PPG Place - 8th Floor
     Pittsburgh, PA

9. Jeffrey A. Ayres
     Bank One, NA
     Columbus, Ohio


ROBERDS, INC.: Applies To Employ Skoda, Minotti as Auditor & Tax Advisor
------------------------------------------------------------------------
Roberds, Inc. seeks court authority to employ Skoda, Minotti, Reeves & Co.,
CPA, Ltd. as auditor and tax advisor. The debtor relies on the Affidavit of
Kenneth L. Levine, Partner of the firm, and supervising partner of this
assignment.

Certain actions related to employee benefits plans of the debtor are
necessary immediately according to the debtors.

They include:

    a) An audit of Roberds, Inc. profit Sharing and Employee Retirement
       Savings plan for the years ended December 31, 1999 and 2000.

    b) Preparation of IRS Form 5500 for Roberds, Inc. Profit Sharing and
       Employee Retirement Savings Plan for the years ended December 31,
       1999 and 2000.

    c) Audit of Roberds, Inc. Health and Welfare Benefit Plan for the years
       ended December 31, 1999 and 2000.

    d) Preparation of IRS Forms 5500 and 990 for Roberds, Inc. Health and
       Welfare Benefit Plan for the years ended December 31, 1999 and 2000.

    e) The IRS Forms 5500 are required to be filed with the IRS on or before
       October 16, 2000.

The accounting firm which has been utilized by debtor for auditor,
accounting and tax services, Deloitte & Touche LLP is unable to conduct the
required audit and prepare the required IRS forms for several months due to
a shortage of staff.

The customary and proposed hourly rates of compensation for the
professionals are as follows: partner $220-$240, manager $125-$135, support
staff $75-$110.


SAFETY-KLEEN: Burlington Northern Requests Okay to Set-Off Mutual Debts
-----------------------------------------------------------------------
The Burlington Northern and Santa Fe Railway Company requests Bankruptcy
Court authority, pursuant to 11 U.S.C. Secs. 362 and 553, for an order
modifying the automatic stay to allow the Railroad to effect a setoff of
certain mutual pre-petition claims and obligations between its and Safety-
Kleen Corporation and to authorize the Railroad to file a proof of claim
for the net amount owed to it after effecting a setoff.

James R. Lackie, Esq., of Kean, Miller, Hawthorne, Varmond, McCowan &
Jarman, L.L.P., in Baton Rouge, Louisiana, explains to the Court that the
Railroad transports vast quantities of products for Safety-Kleen all over
the country. At the Petition Date, Safety-Kleen owed the Railroad
$1,250,466. Safety-Kleen provided certain pre-petition services to the
Railroad, including recovery of oil and disposal of solids, and the
Railroad owes Safety-Kleen $882,265 for those services. These amounts, Mr.
Lackie argues, represent "mutually liquidated offsetting obligations," and
set-off under Section 553 of the Bankruptcy Code is appropriate.

Accordingly, the Railroad asks the Court to modify the automatic stay of to
allow the setoff and for additional permission to file a proof of claim for
the approximate net amount owed to it by Safety-Kleen after the setoff of
approximately $368,201. (Safety-Kleen Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


STROUDS, INC: Needs More Time, to Oct. 24, to File Schedules & Statements
-------------------------------------------------------------------------
Strouds, Inc., debtor, seeks a court order further extending the time to
file schedules, lists and statements of financial affairs. The debtor's
deadline to file such statements and schedules is currently October 9,
2000, and the debtors seek to extend the time by an additional 15 days,
until October 24, 2000.


TESSERACT GROUP: Education Operator Files Chapter 11; Schools Unscathed
-----------------------------------------------------------------------
The TesseracT Group Inc. (OTCBB: TSST) reported that it, along with its
wholly-owned subsidiary Sunrise Educational Services Inc., filed voluntary
petitions under Chapter 11 of the Bankruptcy Code on Oct. 6, 2000.

TesseracT is a national leader in the operation of quality education
programs through private and charter schools, and Sunrise owns preschools
in Arizona which are part of the overall operations of TesseracT.

Dr. Lucian Spataro, TesseracT's president and chief executive officer,
stated, "TesseracT and Sunrise have filed for Chapter 11 protection as part
of an ongoing effort to work out our financial problems with creditors
while working in the best interests of students, employees and other
interested parties. TesseracT's and Sunrise's school facilities remain open
and fully operational."

Spataro further stated, "Chapter 11 reorganization is designed to allow a
business that is experiencing financial difficulties to restructure its
business affairs."

The companies believe that their normal operations will not be interrupted
by the Chapter 11 filings.

Prior to the Chapter 11 filings, TesseracT and Sunrise received a loan
commitment of up to $1.2 million from TAI, LLC, for a line of credit to
finance post-petition operations in the event cash flow of the companies
are not sufficient to fund operations. This post-petition financing is
subject to Court approval.


TOYSMART.COM: Assuming & Assigning Various Software License Agreements
----------------------------------------------------------------------
Toysmart.com, LLC, seeks the Bankruptcy Court's approval for the terms and
conditions of the assignment of certain of its software license agreements,
Bkinformation.com reports. The bankruptcy court scheduled the hearing on
November 7 and October 27 for the deadline to submit bids from interested
parties or objections to the sale.

The software license agreements subject to the motion are:

    (i) license agreement(s) with Great Plains Software, Inc.;
   (ii) license agreement(s) with Silknet Software, Inc;
  (iii) license agreement(s) with PaylinX Corporation; and
   (iv) certain license agreements with Microsoft.


VENCOR, INC.: Agrees to Lift Stay to Permit Recovery on Insurance Policies
-------------------------------------------------------------------------
Vencor, Inc., consents to modification of the automatic stay in its chapter
11 bankruptcy case to permit Susan Lebo and Jeanne Forkner, as Personal
Representatives of the Estate of Marian Kathleen Forkner, to prosecute
their claims against the Debtors to final judgment.

The Debtors have determined that there is an insurance policy in favor of
the Debtors relating to the allegations in the action. The lift of
automatic stay is limited to the sole purpose of determining all issues of
liability and damages, if any, against the Debtors. Any settlement of
recovery is limited to applicable insurance proceeds. The Debtors do not
consent to any further entitlement of the plaintiff to further
distribution from the Debtors' estates on account of the judgment that
may be entered, or to any collection from the Debtors or the Debtors'
current and former employees, directors and officers.

The plaintiff waives any and all claims for punitive damages and for
recovery against Vencor and their present or former employees, officers
and directors, any person or entity indemnified by the Debtors, and the
Debtors' insurers. The Debtors agree that any settlement of the underlying
action will include a general release of the plaintiff. (Vencor Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
October 17-18, 2000
      INTERNATIONAL WOMEN'S INSOLVENCY
      AND RESTRUCTURING CONFEDERATION
         Annual Fall Conference
            Somewhere in Boston, Massachusetts
               Contact: bostwick@sherin.com

November 2-6, 2000
      TURNAROUND MANAGEMENT ASSOCIATION
         Annual Conference
            Hyatt Regency, Baltimore, Maryland
               Contact: 312-822-9700 or info@turnaround.org

November 13-14, 2000
      FULCRUM INFORMATION SERVICES, INC.
         The 2nd Annual Lending To & Investing In
         Troubled Health Care Companies
            Loews New York Hotel, New York, New York
               Contact: 1-800-869-4302 or www.fulcruminfo.com

November 16-20, 2000
      COMMERCIAL LAW LEAGUE OF AMERICA
         80th Annual New York Conference
            Marriott World Trade Center, New York City
               Contact: CLLAmember@aol.com

November 27-28, 2000
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         Third Annual Conference on Distressed Investing
            The Plaza Hotel, New York, New York
               Contact: 1-903-592-5169 or ram@ballistic.com

November 30-December 2, 2000
      AMERICAN BANKRUPTCY INSTITUTE
         Winter Leadership Conference
            Camelback Inn, Scottsdale, Arizona
               Contact: 1-703-739-0800

January 9-14, 2001
      LAW EDUCATION INSTITUTE, INC.
         National CLE Conference on Bankruptcy Law
            Marriott, Vail, Colorado
               Contact: 1-800-926-5895 or www.lawedinstitute.com

February 22-23, 2001
      ALI-ABA
         Commercial Real Estate Defaults, Workouts,
         and Reorganizations
            Wyndham Palace Resort, Orlando
            (Walt Disney World), Florida
               Contact: 1-800-CLE-NEWS

February 25-28, 2001
      NORTON INSTITUTES ON BANKRUPTCY LAW
         Norton Bankruptcy Litigation Institute I
            Marriot Hotel, Park City, Utah
               Contact: 770-535-7722 or Nortoninst@aol.com

February 28-March 3, 2001
      TURNAROUND MANAGEMENT ASSOCIATION
         Spring Meeting
            Hotel del Coronado, San Diego, CA
               Contact: 312-822-9700 or info@turnaround.org

March 28-30, 2001
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         Healthcare Restructurings 2001
            The Regal Knickerbocker Hotel, Chicago, Illinois
               Contact: 1-903-592-5169 or ram@ballistic.com

March 29-April 1, 2001
      NORTON INSTITUTES ON BANKRUPTCY LAW
         Norton Bankruptcy Litigation Institute II
            Flamingo Hilton; Las Vegas, Nevada
               Contact: 1-770-535-7722 or Nortoninst@aol.com

April 19-21, 2001
      ALI-ABA
         Fundamentals of Bankruptcy Law
            Some Hotel in San Francisco, California
               Contact: 1-800-CLE-NEWS

June 28-July 1, 2001
      NORTON INSTITUTES ON BANKRUPTCY LAW
         Western Mountains, Advanced Bankruptcy Law
            Jackson Lake Lodge, Jackson Hole, Wyoming
               Contact: 770-535-7722 or Nortoninst@aol.com

July 26-28, 2001
      ALI-ABA
         Chapter 11 Business Reorganizations
            Hotel Loretto, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears
in the TCR each Wednesday. Submissions via e-mail to
conferences@bankrupt.com are encouraged.

                                *********

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

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

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

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


                               *********

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

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

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

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

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

                     * * * End of Transmission * * *