TCR_Public/000512.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Friday, May 12, 2000, Vol. 4, No. 94

                     Headlines

ACCESS1: Files for Chapter 11 Protection From Creditors
AMERISERVE: Burger King Transition Plan Approved by Court
AMERISERVE:  To Exit 900 Restaurants
BIG SMITH: Committee Objects to Disclosure Statement
BREED TECHNOLOGIES: Seeks Court Approval to Hire Senior Executive

CAMBRIDGE INDUSTRIES: Reaches Agreement on Sale to Meridian
CARLETON WOOLEN: It's Official: May 15 Is Last Business Day
CHS ELECTRONICS: Plans To Amend Its Filing To a Liquidating Plan
DYNAMATIC: Subsidiary of Unidyne Files Chapter 11
EMPLOYEE SOLUTIONS: Chairman Steps Down

FIRST FREIGHT: Case Summary and 20 Largest Unsecured Creditors
FORE SHIPYARD: US Loan Secure; Property Value Could Cover Debt
FRUIT OF THYE LOOM: Announces Ticker Symbol Change
GENOIL: Loss of $24.1MM on Revenues of $1.6 MM For Year HARVARD
PILGRIM: Presents Settlement to State Court

INDEPENDENCE SQUARE: Announces Reorganization
ITHACA INDUSTRIES: Alternatives Fail; Chapter 11 Filing
ITHACA INDUSTRIES: Case Summary and 20 Largest Creditors
JOYCE HOLDING: Case Summary
KCS ENERGY: Reports First Quarter 2000 Results

MBA POULTRY: Assets To Be Sold At June 5 Auction
MOUNT AIRY LODGE: One Owner Reaches Agreement With Buyer
NEUROMEDICAL SYSTEMS: Tri-Path Distributes Stock to Creditors
OXFORD HEALTH: Moody's Upgrades Debt Ratings
PRANDIUM/FAMILY RESTAURANTS: Moody's Lowers Ratings

PRIMARY HEALTH: Court Delays Ruling on Sale of Two Hospitals
ROBERDS: Sorts Out Priority Claims
SIMITAR ENTERTAINMENT: Case Summary and 20 Largest Creditors
SIMMONDS CAPITAL: Subsidiary Files for Bankruptcy
STELLEX TECHNOLOGIES: Moody's Downgrades Ratings

TAHOE AIR: Files Chapter 11 Petition
UNITED ARTISTS: Cuts Losses With Screens
VENTAS: Reports First Quarter 2000 Results
WASTE MANAGEMENT: Announces First Quarter Results
ZANE INTERACTIVE: Acquires 3 Companies; Emerges From Chapter 11

BOND PRICING FOR WEEK OF MAY 8, 2000

                     *********

ACCESS1: Files for Chapter 11 Protection From Creditors
---------------------------------------------------------
The San Diego Union-Tribune reports on May 5, 2000 that Access1,
the Internet service provider that has frustrated customers for
weeks with shutdowns and erratic service, has filed for
protection from creditors under Chapter 11 of the federal
bankruptcy code, the president confirmed last week.

The filing came after a nearly two-month ordeal for thousands of
customers, who found their path to the Internet blocked and their
e-mail inaccessible.


AMERISERVE: Burger King Transition Plan Approved by Court
---------------------------------------------------------
Burger King Corporation, Restaurant Services, Inc. ("RSI") and
AmeriServe Food Distribution, Inc. have reached agreement
finalizing the details of the transition of distribution services
for the approximately 5900 Burger King restaurants currently
served by AmeriServe. This agreement, which was approved by the
bankruptcy court on May 9, 2000, calls for an orderly transition
to new distributors to be completed by July 17, 2000.

In connection with the transition plan, Burger King Corporation
and Tricon Global Restaurants, Inc. reached a joint agreement
regarding the $150 million Debtor-in-Possession credit facility
provided to AmeriServe by Burger King Corporation and Tricon
following AmeriServe's Chapter 11 bankruptcy filing
on January 31, 2000. Under the terms of this agreement, Burger
King Corporation will assign the funded portion of its $50
million share of the Debtor-in-Possession revolving credit
facility ("DIP Financing") to Tricon.

Burger King Corporation will also buy-out the unfunded portion
from Tricon. In exchange, Tricon will assume substantially all of
Burger King Corporation's obligations to AmeriServe under the DIP
Financing and to the secured creditors under the cash collateral
orders. After such assignment, Burger King Corporation will no
longer have any funding obligations under the Debtor-in-
Possession credit facility. Burger King Corporation will continue
to purchase qualified inventory directly from suppliers until the
transition is complete. AmeriServe's $150 million in Debtor-in-
Possession financing from Tricon will remain in effect until its
maturity date.


AMERISERVE:  To Exit 900 Restaurants
--------------------------------------
AmeriServe announced today that it will end distribution services
to approximately 900 Chick-fil-A restaurants, effective June 10,
2000. Chick-fil-A represents less than 5 percent of AmeriServe's
current annual revenue.

"While we regret losing Chick-fil-A as a customer, as we continue
to restructure AmeriServe to meet today's needs, we remain one of
the largest distributors of food and supplies to the fast-food
industry, serving more than 17,000 leading quick service
restaurants nationwide," said Ron Rittenmeyer, president and
chief executive officer of AmeriServe.

"Thanks to the efforts of AmeriServe employees, our recent
operations reflect improvement in service and productivity. We
continue to work hard to provide the quality and efficiency our
customers expect and deserve," said Rittenmeyer.

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.


BIG SMITH: Committee Objects to Disclosure Statement
----------------------------------------------------
The Official Committee of Unsecured Creditors of Big Smith
Brands, Inc. objects to the debtor's Disclosure Statement on the
grounds that it fails to provide sufficient information upon
which the creditors can make a reasoned decision as to the
proposed plan of reorganization.  

Among many other reasons that the Committee lists, the Committee
states that the history section fails to set forth sufficient
information regarding the Walls Industries transaction, including
any payments the debtor has received thus far and how the
proceeds have been used.  The section also fails to describe the
two bulk sales actions now pending against Walls Industries as a
result of this transaction.

The committee represents that the summary of claims section is
confusing and unclear and that professionals should be identified
by their profession and whom they represent.

As to Class 7, the Committee states that it should be clear that
the 50% distribution that this class is to receive is in full and
final satisfaction of those creditors' claims.

As to Class 8, General Unsecured Creditors, the estimated total
amount of the claims in this class should be provided and where
the bulk of the general unsecured claims fall, the committee does
not understand why unsecured creditors receive only a pro rata
share of the Walls Industries payments only after payment in full
of all other creditors in order of priority..

And as to Class 9, the debtor should set forth that this class
will retain its equity interests in the corporation, and that
this class is not impaired.

The creditors also state that the debtors should provide a more
detailed explanation of the Caterpillar claim.


BREED TECHNOLOGIES: Seeks Court Approval to Hire Senior Executive
-----------------------------------------------------------------
BREED Technologies, Inc. (OTC:BDTTQ), has announced that it has
filed a motion with the U.S. Bankruptcy Court for the District of
Delaware seeking authorization to enter into a three year
employment agreement with current BREED Board member, John Riess.
The motion notes that a Special Evaluation Committee of the Board
is in the final stages of evaluating exit strategies for the
company, which include two offers for the sale of the business
and a separate "stand alone" plan under which BREED would emerge
from its pending chapter 11 bankruptcy case under the ownership
of its pre-petition lenders.  The motion goes on to state that,
"John Riess, an independent member of BREED's Board of Directors,
has extensive experience in (the automotive) industry and is
uniquely qualified to serve as a senior executive of BREED." Mr.
Riess will not hold any particular title within BREED, but
rather, will serve at the discretion of the company's Board of
Directors.

From 1966 through February of 1999, Mr. Riess held various
management and executive positions with the Gates Rubber Company,
culminating his service as Chairman and Chief Executive Officer
of Gates from February of 1997 through February of 1999. He was
elected to the BREED Board of Directors in October, 1999.


CAMBRIDGE INDUSTRIES: Reaches Agreement on Sale to Meridian
-----------------------------------------------------------
Cambridge Industries' Board of Directors today that it has
entered into a definitive agreement to sell substantially all of
the company's assets and operations to Meridian Automotive
Systems, Inc. of Dearborn, Michigan.  The sale is expected to
close early in the Third Quarter.

To consummate the sale, the company also announced that it has
filed voluntary petitions under Chapter 11 in the United States
Bankruptcy Court for Delaware.  The company has received a
commitment from its existing bank lending group for $50 million
of debtor-in-possession (DIP) financing.  This action is
expected to provide adequate funding for the payment of post-
petition suppliers, employee and capital spending obligations, as
well as the costs associated with the sale and restructuring
process.  An interim hearing to approve the DIP financing is
scheduled this week.  The sale of the company is subject to
bankruptcy court approval.  A hearing date to approve the sale
will be set shortly.

Terms of the transaction will be included in filings made with
the bankruptcy court today.  The purchase price for Cambridge's
assets includes approximately $363.1 million in cash and the
assumption by the purchaser of certain current and accrued
liabilities and other employee-related obligations, including
certain adjustments.

As a result of the Chapter 11 filing, Cambridge will cease
interest payments on its $100 million principal amount of
publicly traded debentures.

Headquartered in Madison Heights, Mich., Cambridge Industries is
a Tier 1 plastic composites supplier to the automotive, light and
commercial truck, and industrial products markets.  Cambridge
Industries has 18 facilities in the U.S., Canada, and South
America.

Meridian Automotive Systems is headquartered in Dearborn, Mich.
and has 13 manufacturing operations in Michigan, Indiana, Kansas
and Tennessee.  Meridian is a leading supplier of technologically
advanced front and rear end modules, signal lighting, console
modules, instrument panels and other interior systems to Ford,
GM, DaimlerChrysler, Toyota and other major Tier One parts
suppliers.


CARLETON WOOLEN: It's Official:May 15 Is Last Business Day
----------------------------------------------------------
Kennebec Journal reports on May 5, 2000 that Carleton which has
two plants and more than 300 employees, announced that it will
officially close on May 15.

Paul Koroski, senior vice president and chief financial officer
of the company, said in an undated letter to the employees that
negotiations for a purchase by Austrian textile manufacturer
Tiroler Loden ended in failure.

Carleton has searched for a new owner or investors since late
December 1999.  Its owner, Allied Textile Companies, decided not
to help Carleton pay its bills, which caused the layoffs.

As part of the bankruptcy agreement, Carleton also borrowed $ 1.1
million from Allied Textile Companies.  It used part of the money
to fund a textile order, according to Koroski's letter.

  
CHS ELECTRONICS: Plans To Amend Its Filing To a Liquidating Plan
----------------------------------------------------------------
CHS Electronics, Inc. (OTC Bulletin Board: CHSWQ) announced that
it plans to amend its voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code to be a liquidating plan.  
The amended filing will continue to allow CHS and its
subsidiaries to operate in a normal manner while CHS seeks U.S.
Bankruptcy Court approval of the plan which, if approved,
provides for the sale of CHS' European subsidiaries.  Any
remaining assets would be liquidated with the proceeds
subsequently distributed to CHS' creditors.

Previously, CHS announced that it had filed a plan of
reorganization providing for the sale of CHS' European
subsidiaries to Europa IT ApS, a Danish corporation formed by
Mark E. Keough, CHS' former chief operating officer, while
reorganizing CHS to become a holding company for internet
companies.  CHS shareholders were to retain a 75% interest in the
reorganized CHS.  The amended filing will include the proposed
sale to Europa IT, but any remaining assets would be liquidated
for the sole benefit of CHS' creditors. There would be no
distribution to CHS' shareholders under the proposed plan. CHS
would subsequently cease its business activities.  A plan
confirmation hearing is tentatively scheduled for July 11, 2000.

The Company also announced that Claudio Osorio resigned his
positions as Director and Executive Officer of CHS.

Miami-based CHS Electronics is an international distributor of
microcomputers, peripherals, and software in Europe, Latin
America, Asia and the Middle East.  CHS believes it is one of the
largest microcomputer distributors in Europe.
   

DYNAMATIC: Subsidiary of Unidyne Files Chapter 11
-------------------------------------------------
Dynamatic Corp., a subsidiary of Unidyne, has filed for financial
reorganization through Chapter 11 of federal bankruptcy law.
The filing Wednesday made in U.S. Bankruptcy Court at Wilmington,
Del., listed assets of $11,923,106 and liabilities of
$11,594,250.

Dynamatic's product line includes chassis for dynamometers used
in vehicle emission testing equipment, variable-speed drives and
controls and specialized electric motors.

The Kenosha company announced April 12 that it was laying off its
hourly work force of 42.


EMPLOYEE SOLUTIONS: Chairman Steps Down
----------------------------------------
THE ARIZONA REPUBLIC reports May 5, 2000 that Quentin Smith is
stepping down as chairman of Employee Solutions Inc. and will be
replaced by board member Sara Dial.

Smith will remain president, chief executive officer and board
member of the Phoenix-based professional employer organization.  

The move is necessary as the company, which reported a $56
million net loss last year and was delisted by Nasdaq, continues
to negotiate with bondholders, Smith said.

The company is seeking to convert the debt into equity and reduce
its hefty interest expenses.

Holding all of the titles would have presented a potential
conflict of interest, Smith said, as the chairman must represent
shareholders' interests and the CEO must represent the management
team.


FIRST FREIGHT: Case Summary and 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: First Freight Systems, Inc.
        635 Yankee Doodle Road
        Eagan, MN 55121

Type of Business: Local and intrastate LTL Trucking Services

Petition Date: March 2, 2000   Chapter 11

Court: District of Minnesota

Bankruptcy Case No.: 00-41112

Judge: Robert J. Kressel

Debtor's Counsel: Nathan T. Riordan, 287842
                  Kampf & Associates, P.A.
                  901 Foshay Tower
                  821 Marquette Avenue
                  Minneapolis, MN 55402
                  612-339-0522

Total Assets: $ 2,284,532
Total Debts:  $ 3,361,338

20 Largest Unsecured Creditors

Pro Stop Fuel, Inc.              $ 40,423
Expedited Delivery Svcs          $ 38,212
BPK&Z                            $ 38,050
Mindak Express                   $ 31,232
Pro Stop Truck Service           $ 30,490
Speedway Superamerica            $ 25,842
Sioux Falls Cartage              $ 24,269
Royal Tire                       $ 22,626
Fleet Fueling Svcs               $ 22,223
Credit Department                $ 20,148
Minnesota Express, Inc.          $ 19,601
Fredrikson & Byron               $ 16,925
Chris Cartage                    $ 16,650
Alternative Staffing             $ 14,063
MCI WorldCom4695                 $ 13,817
Anderson Electric Co., Inc.       $ 9,350
Fedeli Transfer                   $ 9,350
Kraus Anderson Insurance          $ 9,111
Jon's Courier                     $ 8,767
Baudette Transfer                 $ 8,594


FORE SHIPYARD: US Loan Secure; Property Value Could Cover Debt
--------------------------------------------------------------
The Patriot Ledger (Quincy, MA) reports on May 6, 2000 that the
fear that the federal government will lose $ 47 million
outstanding from loans to develop Fore River Shipyard are
overblown, an attorney and a financial adviser to the shipyard's
evicted developer each said yesterday.

Responding to questions raised by U.S. Sen. John McCain, R-
Arizona, Massachusetts Heavy Industry attorney Daniel Glosband
said liquidation of the 138-acre shipyard itself would raise more
than enough money to cover the government's exposure.

McCain will hold a hearing in Washington May 16 to discuss what
he says are doubts the government will recover any of the $ 47
million because the developer filed for Chapter 11 bankruptcy
protection and has no income.

Glosband said, for the first time yesterday, that Massachusetts
Heavy Industries and its related company, MHI Shipbuilding, are
trying to develop new business for the unfinished shipyard. Until
now, the shipyard has relied on the promise of a contract from a
London-based shipping company to obtain $ 81 million in loans.

Although selling the shipyard would cover the government debt,
Glosband said he believes MHI can obtain financing and finish
work at the shipyard. He would not say how the company, already
saddled with large debt, would obtain the financing.

Shipyard financial consultant Michael B. Bartoszek of Laidlaw
Capital Partners in New York said the government's loans are
covered even without new financing.

"Sen. McCain is clearly misinformed as to the adequacy of the
federal government's collateral and MHI's plans to move forward
in its development of the shipyard," Bartoszek said.

Last fall Bartoszek proposed a $ 145 million financing
arrangement for MHI that was never acted upon because the
government rejected the terms of the initial $ 15 million portion
of the entire package.

Glosband said MHI was forced to file for bankruptcy protection
because it thought the government would support the financing
package.

Government officials said they opposed the terms as unreasonable
well in advance of evicting MHI from the shipyard in February and
paying $ 59 million to cover principal and interest on the loan
to the company. The government then seized $ 12 million it had
frozen in the shipyard's bank accounts.

The U.S. Maritime Administration, which backed the federal loan,
has tried to push MHI out of the shipyard and foreclose on the
property in order to allow a new company to develop the site.
Maritime Administrator John E. Graykowski said he has lost
confidence in the ability of MHI to restore shipbuilding to
Quincy.

  
FRUIT OF THYE LOOM: Announces Ticker Symbol Change
--------------------------------------------------
Fruit of the Loom, Ltd. (OTC Bulletin Board: FTLAF, FTLAQ),
announced that the ticker symbol for the Company's common stock
has been changed from "FTLAF" to "FTLAQ".  The stock will
continue to be traded as an over-the-counter ("OTC") equity
security with quotation service provided by the National
Quotation Bureau, LLC ("NQB") "Pink Sheets" and the OTC Bulletin
Board ("OTCBB").  Investors should call their brokers for daily
pricing and volume information.

Fruit of the Loom filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code on December 29, 1999 and is currently
working through its restructuring in bankruptcy proceedings.

Fruit of the Loom is a leading, international vertically
integrated basic apparel company, emphasizing branded products
for consumers ranging from children to senior citizens.  The
Company is one of the largest manufacturers and marketers of
men's and boys' underwear, women's and girls' underwear,
printable T-shirts and fleece for the activewear industry,
casualwear, women's jeanswear and childrenswear.  Fruit of the
Loom employs approximately 31,000 people in over 60 locations
worldwide.


GENOIL: Loss of $24.1MM on Revenues of $1.6 MM For Year     
-------------------------------------------------------
Genoil Inc. (GNO-CDNX) reports a loss of $24.1 million on
revenues of $1.6 million for the year ended December 31, 1999.
This includes a write down of $21.3 million on the Company's
Cuban assets.  Excluding the write down of the Cuban assets,
Genoil had a loss of $2.8 million for the year.  The Company
anticipates minimal activity in Cuba in the year 2000.

Genoil, largely through its wholly owned subsidiary CE3
Technologies, anticipates further losses for at least the first
half of the year 2000 as additional expenditures are incurred on
development and implementation of the Company's technologies.  A
significant working capital shortfall is expected during this
period.  Beau Canada Exploration Ltd. has advised Genoil that
additional loan advances by Beau to the Company will be
restricted in the year
2000.  The anticipated shortfall must be funded by Genoil through
additional various alternatives including financings, joint
ventures or sale of assets for the company to maintain its
ongoing operations.

CE3 Technologies is anticipating the start up of their commercial
sand cleaning / bitumen extraction facility near Bonnyville,
Alberta to be May 15, 2000 with corresponding revenue being
generated.  This facility also demonstrates CE3 patented oil
water separation technology.  CE3 Technologies is nearing the
completion of an eleven-month field trial of its heavy oil
upgrader.  The Company anticipates announcing the results of this
field trial in the near future.


HARVARD PILGRIM: Presents Settlement to State Court
-----------------------------------------------------
A plan that would require Harvard Pilgrim Health Care to pay its
creditors in Rhode Island has been submitted for approval to a
state court.   The plan under which Harvard Pilgrim in
Massachusetts agreed to pay $14.5 million to cover part of what
the insurer owes in Rhode Island is the next step in Rhode
Island's effort to settle the financial affairs of the failed
HMO.  It would cover debts remaining after assets of the
insurer's defunct Rhode Island operation are sold.  If the plan
is approved, creditors would receive full payment, in cash or
notes.

INDEPENDENCE SQUARE: Announces Reorganization
---------------------------------------------
The Board of Directors of Independence Square Income Securities,
Inc. (Nasdaq: ISIS; CUSIP: 453779 100) announced that an
Agreement and Plan of Reorganization by and between ISIS and
BlackRock Funds was approved by the stockholders of ISIS at a
special meeting of stockholders. In conjunction with the
Reorganization, all of the assets and liabilities of ISIS will be
transferred to the High Yield Bond Portfolio of BlackRock Funds
in exchange for Series B Investor Shares of the High Yield Bond
Portfolio. ISIS will distribute the Series B Investor Shares to
the stockholders of ISIS.

In connection with the planned merger, ISIS' Common Stock will
stop trading on the Nasdaq Small Cap Market at the close of
business on Tuesday, May 9, 2000. The Common Stock will continue
to trade "Regular Way" through May 9, 2000 and will be suspended
from trading before the opening on May 10, 2000.

Shareholders of record on May 12, 2000 will receive a cash
distribution payable May 17, 2000 representing remaining
undistributed net investment income and capital gains.
Additionally, all shareowners of record on May 17, 2000 will
receive Series B Investor Shares of the High Yield Bond Portfolio
with the same aggregate net asset value as the ISIS shares held
by the stockholder immediately before the transaction scheduled
to take place on May 17, 2000. The Reorganization is expected to
be a tax-free reorganization. The High Yield Bond Portfolio is an
open-end investment company, which redeems its shares daily.

ISIS, which became a public company in 1972, is a closed-end
investment company whose shares are traded on the over-the-
counter market.


ITHACA INDUSTRIES: Alternatives Fail; Chapter 11 Filing
-------------------------------------------------------
Ithaca Industries Inc., an underwear manufacturer based in
Wilkesboro, said it has filed for Chapter 11 protection in the
U.S. Bankruptcy Court in Delaware.

"After pursuing several alternatives, the company determined that
filing for Chapter 11 relief at this time was in the company's
best interests and the best interests of its customers, vendors
and suppliers," Jim Waller, Ithaca Industries' chief executive,
said in a statement.

The company also announced Tuesday that it has reached an
agreement with its bankers on the financing of operations.
Ithaca Industries has struggled for years to overcome increased
competition, a decline in demand for its products and excess
retail stocks.

Ithaca Industries is one of the country's biggest manufacturers
of private-brand men's and boys' underwear and outerwear, and
women's underwear. The products are sold through more than 10,000
customer outlets, including department stores, discount stores
and specialty retailers.

The company has 2,800 employees, of whom 2,000 are in Honduras.
Although the company's corporate headquarters is in Wilkesboro,
it has only two U.S. plants, in Gastonia and Vidalia, Ga.


ITHACA INDUSTRIES: Case Summary and 20 Largest Creditors
--------------------------------------------------------
Debtor: Ithaca Industries, Inc.
        Highway 268 West
        PO Box 620
        Wilkesboro, NC 28697

Type of Business: Leading designer, marketer and manufacturer of
private brand men's and boy's underwear and outerwear T-shirt
products, and women's and girl's underwear.

Petition Date: May 9, 2000   Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01914

Debtor's Counsel: Paulette Sullivan Moore
                  15 West Court
                  Wilmington, DE 19810
                  (302) 475-7278

Total Assets: $ 83,036,000
Total Debts:  $ 75,347,000

20 Largest Unsecured Creditors

Foothill Capital Corporation
11111 Santa Monica
Blvd., Ste 1500
Los Angeles, Ca 90025
Mr. John Nicholl
310-996-7150                  Notes         $ 15,000,000

TNS Mills, Incorporated
856 S. Pleasantburg Drive
Greensville, SC 29607
Mr Ken Bolin
864-255-3532                  Trade Debt     $ 1,459,677

Alexander Fabrics, Inc.
PO Box 147
Burlington, NC 27216
Mr C. Perry
336-229-9139                  Trade Debt       $ 657,912

Network Systems, Inc.
PO Box 3303
Greensboro, NC 27402
Mr. R. Efird
910-271-8400                  Trade Debt       $ 281,090

CMD Systems, Inc.             Trade Debt       $ 212,732

Avondale Mills, Inc.          Trade Debt       $ 177,129

Cavalier Specialty            Trade
Yarn Company                  Debt             $ 167,255

Comermoda SA De CV            Trade Debt       $ 138,339

Parkdale Mills, Inc.          Trade Debt       $ 118,859

RL Store Mills, Inc.          Trade Debt       $ 112,011

High Point Textile
Auxiliaries                   Trade Debt       $ 105,325

Sapona Manufacturing Co.      Trade Debt       $ 104,388

Greyrose Maldives Ltd         Trade Debt       $ 104,187

Update Fabrics Corp.          Trade Debt        $ 96,956

MSAS Cargo 807 Office         Trade Debt        $ 92,221

Merit Container               Trade Debt        $ 73,626

Industria De Ropa
Fina Para                     Trade Debt        $ 72,897

McCormick and Associates,
Inc.                          Trade Debt        $ 69,937

Native Textiles               Trade Debt        $ 66,357

US Label Corporation          Trade Debt        $ 62,446



JOYCE HOLDING: Case Summary
----------------------------
Debtor: Joyce Holding, Inc.
        518 E. Hendricks St.
        ShelbyVille, IN 46176
        Shelby County
        35-2042098

Petition Date: March 10, 2000    Chapter 11

Court: Southern District of Indiana

Bankruptcy Case No.: 00-02666

Judge: Basil H. Lorch III

Debtor's Counsel: William J. Tucker
                  W.J. Tucker & Associates
                  429 N. Pennsylvania St, Ste 400
                  Indianapolis, IN 462041816
                  Marion County
                  317-833-3030

Total Assets: $ 10,956,284
Total Debts:  $ 11,580,600


KCS ENERGY: Reports First Quarter 2000 Results
----------------------------------------------
KCS Energy, Inc. (NYSE: KCS) today announced financial and
operating results for the first quarter ended March 31, 2000.  
Commenting on the Company's performance during the first quarter,
KCS President and Chief Executive Officer James W. Christmas
said, "We are pleased to report that the turnaround that
began in 1999 has continued.  Revenue and cash flow increased
significantly due to the sustained strength in oil and gas prices
while operating and administrative expenses continued to trend
down.  In addition, we've continued to carry out our capital
program while reducing bank debt and increasing cash."

Income before reorganization items for the quarter ended March
31, 2000 was $7.5 million compared to a loss of $1.9 million in
the prior year's quarter. After deducting $8.1 million of
reorganization items, ($6.1 million of which were non-cash
charges), net loss for the quarter ended March 31, 2000 was $0.6
million, or $0.02 per share, compared to a net loss of $1.9
million, or $0.07 per share, for the quarter ended March 31,
1999.  EBITDAR (earnings before interest, taxes, DD&A and
reorganization items) for the quarter increased 22% to
$26.9 million reflecting a 45% increase in average realized
natural gas and oil prices and lower operating and administrative
expenses, partially offset by lower production from the Company's
VPP program.

As previously announced, KCS is currently in default under its
bank credit facilities and its senior and senior subordinated
notes, and has been pursuing a financial restructuring
transaction which would significantly strengthen its balance
sheet.  On January 5, 2000, three holders of senior notes filed
an involuntary petition for relief against KCS Energy, Inc. (the
parent company only) under Chapter 11 of the Bankruptcy Code in
the U. S. Bankruptcy Court in Wilmington, Delaware (the
"Bankruptcy Court").  On January 18, the Bankruptcy Court entered
an order for relief under Chapter 11 of the Bankruptcy Code with
respect to KCS Energy, Inc.  Also on January 18, 2000, each of
KCS Energy Inc.'s subsidiaries filed voluntary petitions under
Chapter 11 of the Bankruptcy Code with the Bankruptcy Court.

On April 20, 2000, KCS reported that the restructuring agreement
entered into in December 1999 with holders of more than two-
thirds in amount of the senior subordinated notes and holders of
a majority in amount of the senior notes was terminated by the
noteholders.  On May 4, 2000, the Company's exclusive period for
filing a plan of reorganization was terminated by the Bankruptcy
Court.  The Company is continuing to discuss the plan of
reorganization with the Creditor's Committee appointed in the
bankruptcy cases and with holders of its senior and senior
subordinated notes and others with the goal of achieving a
consensus plan that will enable a timely conclusion of the
Chapter 11 cases.

KCS is an independent energy company engaged in the acquisition,
exploration and production of natural gas and crude oil with
operations in the Mid-Continent and Gulf Coast regions.  The
Company also purchases reserves (priority rights to future
delivery of oil and gas) through its Volumetric Production
Payment (VPP) program.  For more information on KCS Energy, Inc.,
please visit the Company's web site at http://www.kcsenergy.com.

To receive KCS' latest news and other corporate developments via
fax at no cost, please call 1-800-PRO-INFO.  Use company code
KCS.  See also http://www.frbinc.com.


MBA POULTRY: Assets To Be Sold At June 5 Auction
------------------------------------------------
The Omaha World-Herald reports on May 10, 2000, that the
assets of MBA Poultry L.L.C., a Tecumseh, Neb., company
struggling to stay in business, will be sold at auction June 5
under an order approved here Tuesday by U.S. Bankruptcy Judge
John C. Minahan Jr.  

Minahan approved a proposal by William L. Biggs Jr., an Omaha
lawyer representing MBA Poultry, to offer the company's real
estate to the highest bidder. The plan comes on the heels of an
announcement earlier this spring by MBA President Mark Haskins
that he had secured the needed financing to reopen the company's
300-employee plant. Before MBA's real estate, including its
Tecumseh processing plant, is auctioned, a newly formed Nebraska
company will take bids on MBA's personal property, including its
equipment.  Then, in a third step, the real estate and personal
property will be combined and submitted to bidders. That bid will
be accepted if it is higher than the first two bids combined.

The new Nebraska company, Bird Watchers L.L.C., is headed by
former Inacom Corp. Chairman Bill Fairfield, who now is involved
in a number of venture capital firms.  Biggs called Bird Watchers
a "white knight," a group of investors who have "an interest in
seeing that young Nebraska companies that are significant to the
economy of Nebraska" are given a chance to succeed.  

Bird Watchers stepped in earlier this year to pay $ 2 million for
the interest held by Heller Financial of Chicago, MBA's chief
financial backer. That deal gave Bird Watchers possession of
MBA's personal property.  MBA Poultry has struggled almost from
the day it began processing chickens in October 1998.

The Tecumseh company was the only processor in the nation to
produce poultry with an air-chilling procedure, instead of
immersing birds in chilled water. The poultry was sold under the
name Smart Chicken.  When the company started operating, it had
to shut down after wheels on a conveyor belt began showering
chickens with steel fragments, according to a lawsuit MBA filed
against companies that supplied its equipment.  

MBA Poultry shut down early in January, prompting Heller to
schedule the sale of MBA's assets at auction.  That action was
halted when MBA filed for Chapter 11 bankruptcy protection, in an
effort to reorganize its debts while continuing to operate.  
Biggs said Bird Watchers initially wanted to acquire 52 percent
of MBA, but the offer couldn't be accepted because one of three
groups that owned an interest in the company wouldn't agree.  
That group was Purina Mills Inc., which contends that MBA owes it
$ 26 million, Biggs said. The company alleged that MBA breached
its contract to buy feed from Purina.  Bird Watchers earlier
submitted a $ 3.5 million bid for MBA's plant, but it was
rejected when some of the creditors complained about the plan's
complexity, Biggs said.  

Another company that plans to bid is DBK Poultry L.L.C., a new
company with owners in Chicago.  One of the owners is Dave
Fleisner, president of Belle Holdings Inc., which already owns
Belle Terrace, a 40-employee nursing home in Tecumseh.  In
addition, Fleisner said, Belle Holdings will break ground in
August on a $ 3 million assisted-living center adjacent to Belle
Terrace. Another principal in the DBK is Bob Shambora, who
graduated from the University of Nebraska-Lincoln in 1988 with a
degree in business administration. (7) Fleisner said that if DBK
were to be the successful bidder for MBA Poultry, the company
would remain in Tecumseh.


MOUNT AIRY LODGE: One Owner Reaches Agreement With Buyer
--------------------------------------------------------
An investment group from Florida has agreed to pay $50 million
for the bankrupt Mount Airy Lodge but information about the buyer
could not be disclosed, says Ryan Martens, a minority
shareholder, unless U.S. Bankruptcy Judge John Thomas in Wilkes-
Barre signs an order allowing him to discuss the potential deal,
reports The Associated Press.

The lodge owes more than $32 million to the company that holds
the mortgage, another $5 million in unpaid taxes and about $4
million to unsecured creditors.  


NEUROMEDICAL SYSTEMS: Tri-Path Distributes Stock to Creditors
-------------------------------------------------------------
TriPath Imaging, Inc. (Nasdaq: TPTH) ("TriPath" or the "Company")
announced that most of the 1.4 million shares of the Company's
common stock previously issued to Neuromedical Systems, Inc.
(NSI), as trustee in their own bankruptcy, have been distributed
to the creditors of NSI.  The 1.4 million shares had been issued
by the Company last year in connection with the acquisition of
the entire intellectual property estate of NSI.  Distribution of
such a large number of shares had created the potential for
significant selling pressure on TriPath stock.

Dr. Alan C. Nelson, Chairman of TriPath, stated, "The acquisition
of NSI's intellectual property was key to our strategy of
building a formidable patent estate to include neural network
technology and computer interactive technology in our future
products.  Subsequently, we worked closely with the bankruptcy
court over the last several months to assure an orderly
allocation of shares so as not to disrupt the marketplace.  We
are pleased that most of these shares have been distributed and
no longer represent an overhang on the market for our stock."

TriPath Imaging develops, manufactures and markets products to
improve cancer screening.  


OXFORD HEALTH: Moody's Upgrades Debt Ratings
--------------------------------------------
Moody's Investors Service upgraded the debt ratings of Oxford
Health Plans, Inc. (senior implied and senior secured bank
facility to B1 from B3, senior notes to B2 from Caa1) following
the company's announcement that its Oxford Health Plans (NY)
subsidiary plans to upstream a substantial dividend, in addition
to repayment of a surplus note to the parent company. At the same
time, Moody's confirmed the company's "caa" preferred stock
rating. Oxford has been conducting ongoing discussions with the
various state insurance regulators (primarily in New York)
related to subsidiary dividend capability, and this anticipated
dividend comes earlier than Moody's had expected, significantly
enhancing the company's financial flexibility. Moody's expects
that Oxford will apply the dividend proceeds to reduce its bank
debt, which we view favorably particularly in light of Oxford's
recent announcement that it had previously repurchased $130
million in preferred stock.

The ratings upgrades are based on these lower debt levels, as
well as our expectation that favorable operating results reported
in 1999 and 1Q2000 will continue throughout 2000. The upgrade is
also based on Moody's belief that Oxford's improving results will
lead to additional upstream dividend opportunities, which should
further enhance the company's financial flexibility. While the
company hopes to put in place a new bank facility for working
capital needs, we do not expect the company to permanently
increase debt levels following this initial delevering. Although
management has not ruled out share repurchases, these are not
expected to be funded with incremental debt.

Moody's believes that Oxford faces pressures common to all
managed care players, such as the challenge of controlling rising
medical costs. We believe that the company's recent ability to
control medical cost trends can be significantly attributed to
its strategy of shifting risk, both by capitating certain
ancillary services, such as pharmacy, laboratory, and radiology
services, as well as by globally capitating providers in some
Medicare risk markets. Sustainability of these risk contracts
will be critical to Oxford's intermediate term performance. In
addition, despite the continuing turnaround, Moody's notes that
Oxford's membership in core markets has not increased, due
largely to steep premium rate increases. Finally, Moody's notes
several recent senior management changes.

Following this rating action, the ratings outlook is stable.

Ratings upgraded:

Senior secured bank credit facility, to B1 from B3

Senior unsecured, to B2 from Caa1

Junior subordinate, to (P) Caa1 from (P) Caa3

Issuer rating, to B2 from Caa1

Senior implied, to B1 from B3

Ratings confirmed:

Preferred stock, "caa"

Oxford Health Plans, Inc. based in Trumbull, Connecticut, is a
leading managed care company providing health benefits programs
to approximately 1.5 million members, primarily in its core
greater New York metropolitan market, including New York, New
Jersey and Connecticut.


PRANDIUM/FAMILY RESTAURANTS: Moody's Lowers Ratings
---------------------------------------------------
Moody's Investors Service lowered the rating on Prandium
(formerly Family Restaurants) Inc.'s senior unsecured notes due
2002 to Ca from Caa3 and confirmed the C rating on its senior
subordinated notes, due 2004. Moody's also lowered the company's
senior implied rating to Ca from Caa2 and its unsecured issuer
rating to Ca from Caa3. The outlook remains negative.

The rating action was prompted the company's operating results,
which remain below industry-wide levels, and by the recent
announcement that the company has entered into an agreement to
sell substantially all of its El Torito division. The negative
rating outlook reflects the risk that Prandium must close on the
sale of El Torito to realize about $120 million of cash for
reduction of its significant debt load and that its availability
under the revolving credit facility could be reduced as a
condition of such closing.

The ratings recognize that operating results produced by the Chi
Chi's and Koo Koo Roo restaurants remain below industry-wide
levels, yielding an EBITDA margin of only 2.4% in 1999 (albeit
moderately higher in Q1-2000). The company also faces the
obstacle of reducing $5.5 million of overhead costs currently
allocated to El Torito. Nonetheless, significant debt reduction
is likely to occur from proceeds of the pending sale of El Torito
as well as near term liquidity for capital investment in the
company's remaining concepts. The $130 million sales price for El
Torito does not appear unusual, representing about 5.9 times
calendar 1999 EBITDA.

The ratings also recognize that the company's financial leverage
is likely to remain very high, and our belief that the company
will ultimately have to reconstitute its capital structure since
we do not believe that it will increase operating cash flow
enough to support its remaining debt load.

The downgrade of the senior notes a reflects our expectation that
little to no reduction in rated debt will occur following the
sale of El Torito, given that the 9-3/4% senior notes are
structurally subordinated to $99 million of unrated senior
discount notes which were issued at a subsidiary company level
and bear interest at 14% and 15%. The ratings on the senior notes
and subordinated notes also reflect our belief that the company's
pro forma enterprise value following sale of El Torito does not
support its expected remaining debt, and the C rating on the
senior subordinated notes contemplates little to no recovery.

Prandium's pro forma total debt is likely to exceed 10 times its
trailing EBITDA, excluding El Torito and assuming full redemption
of the senior discount notes. Even if pro forma EBITDA margins
stabilize at 4.5% (levels acheived in Q1-2000) from 2.4% for
1999, the company may be unable to cover interest on its
remaining debt. However, near term liquidity is adequate with $8
million available on its $35 million revolving credit facility
which expires in 2002.

Prandium operates 148 Chi Chi's and 101 El Torito Mexican-themed
restaurants as well as 58 Koo Koo Roo and Hamburger Hamlet family
dining restaurants.


PRIMARY HEALTH: Court Delays Ruling on Sale of Two Hospitals
------------------------------------------------------------
The Plain Dealer reports on May 5, 2000 that a Delaware
bankruptcy court delayed a ruling last week on the sale of two
hospitals and their profitable outpatient affiliate, but
attorneys involved in the case do not believe the fragile deal is
in danger of cracking.

Primary Health Systems, the bankrupt Pennsylvania company that
owns the properties, asked for more time to complete paperwork
and resolve "legal technicalities."

Judge Mary F. Walrath is expected to rule on the sale this week.
Also expected to be on the court docket is an agreement that
could restore some money to the dozens of unsecured creditors
that PHS owes. The for-profit company owes more than $200 million
to its secured lenders, and millions to unsecured creditors.

Reggie Jackson, the Columbus attorney representing the creditors
committee, wouldn't specify how much his clients will receive if
this agreement goes forward, but he did say he wouldn't be filing
any objections blocking the PHS sale proposal, which includes $12
million for St. Michael and Mt. Sinai-East and $50.7 million for
the IMC.


ROBERDS: Sorts Out Priority Claims
----------------------------------
The Dayton Daily News reports on May 5, 2000 that attorney Nick
Cavalieri announced last week that customers who left deposits
with failed home furnishings retailer Roberds Inc. both before
and after it filed for Chapter 11 reorganization protection, will
be considered priority creditors as the firm liquidates.

Customers who submitted merchandise for service can expect
delivery of their items within two weeks, said Chief Executive
Melvin Baskin.

Judge Thomas Waldron last week approved the bidding procedure for
companies seeking to land the contract to liquidate merchandise
held by the company's 15 stores and distribution centers in Ohio,
Indiana and Georgia.


SIMITAR ENTERTAINMENT:  Case Summary and 20 Largest Creditors
-------------------------------------------------------------
Debtor: Simitar Entertainment, Inc.
        5555 Pioneer Creek Drive
        Maple Plain, MN 55359-9003

Type of Business: Producer and distributor of pre-recorded audio
and video products.

Petition Date: April 19, 2000    Chapter 11

Court: District of Minnesota

Bankruptcy Case No.: 00-31810

Judge: Dennis D. O'Brien

Debtor's Counsel: Michael L. Meyer, 72527
                  Ravich, Meyer, Kirkman,
                  McGrath & Nauman, P.A.
                  80 South 8th Street Suite 4545
                  Minneapolis, MN 55402
                  617-317-4745

Total Assets: $ 19,570,059
Total Debts:  $ 25,556,878

20 Largest Unsecured Creditors

Furman Selz SBIC L.P.
55 East 52nd St
New York, NY 10055-0002      Stock redemption
Brian Friedman               and accrued
212-409-5600                 dividends            $ 5,500,000

The Harry Fox Agency
771 third Ave
New York, NY 10017
Linda Egan
212-922-3260                 royalties              $ 669,389

Seantram Technology, Inc.
16 Tung-Wuam Rd
Chung-Li Industrial Park
Chung-li, Taiwan, ROC
Bob Jih                      goods and
088-63-4512979               services               $ 610,500

BMG Entertainment
PO Box 19221
Newark, NJ 07195-0221
Dorothy Wilson               goods and
201-460-5655                 services               $ 568,905

Nimbus MFG Inc
PO Box 50-4851
The Lakes, NV 88905-4851
Diane Shifflett              goods and
804-985-1100                 services               $ 562,650

Allied Vaughn
Division of Allied
Technologies
7951 Computer Ave S
Bloomingtown, MN 55435
Mike Sorenson                goods and
612-832-3100                 services               $ 553,948

Richard Diercks Co.
300 Ford Centre #300
420 North 5th Street
Minneapolis, MN 55401
Richard Diercks              goods and
612-334-5900                 services               $ 298,623

Americ Disc USA - MN
8716 Harriet Ave SO
Bloomingtown, MN 55420
Julia Lynn                   goods and
612-887-9706                 services               $ 375,038

UNAPIX
Entertainment/Consumer
200 Madison Ave - 24th
Floor
New York, NY 10016
Cheryl Freeman               goods and
818-981-8592                 services               $ 294,869

Leslie/Linton
Entertainment
1370 Avenue of the
Americas
New York, NY 10019           stock redemption
Cy Leslie                    and accrued
212-582-1116                 dividends              $ 289,500

Downeast Duplicating
412 Hill St Park
Biddeford, ME 04005
Jan Weigleb                  goods and    
800-967-2892                 services               $ 255,104

RSB Video                    goods and
                             services               $ 246,691

Precision Tapes              goods and
Inc                          services               $ 241,158

Flour City                   goods and
Packaging                    services               $ 236,006

SF Video                     goods and
                             services               $ 204,850

AMI Ltd                      goods and
                             services               $ 190,226

Sony Music                   goods and
Entertainment                services               $ 167,172

All-Brite Graphics           goods and
Inc                          services               $ 166,493

Infinity Direct, Inc.        goods and
                             services               $ 158,898

Hands Inc.                   goods and
                             services               $ 154,374


SIMMONDS CAPITAL: Subsidiary Files for Bankruptcy
-------------------------------------------------
According to a company press release, Simmonds Capital Ltd.,
Toronto, announced that its wholly owned subsidiary SCL
Electronics Ltd. has filed for bankruptcy. This decision came
following the receipt from SCL Electronics Ltd.'s bank lender of
a payment demand and a notice of intention to enforce security.
The estimated book value of the remaining assets of SCL
Electronics Ltd. are $5.7 million with liabilities of $24.6
million, including $4.9 million owed to the bank as the largest
secured creditor and $16.8 million owed to Simmonds as the
largest unsecured creditor. SCL is a Canadian distributor of
audio and video products. The company1s plan since last year was
to divest the operating divisions of SCL, and in February, the
company received shareholder approval to sell the discontinued
operations in order to build their investment and merchant
banking activities. Simmonds plans to sell SCL, the last division
to be sold, as quickly as possible. Simmonds is a merchant
banking company with an active role in various strategic
investments including interactive gaming technology, Internet
service sites and wireless communications. (ABI 11-May-00)


STELLEX TECHNOLOGIES: Moody's Downgrades Ratings
------------------------------------------------
Moody's Investors Service downgraded the rating of Stellex
Technologies, Inc.'s $235 million senior secured bank facility,
consisting of a $65 million revolving credit maturing 2005, a $60
million Term Loan A maturing 2005 and a $110 million Term Loan B
maturing 2006, to Caa1 from B2; the $100 million 9.5% senior
subordinated notes due 2007 to Caa3 from Caa1; the long term
issuer rating to Caa2 from B3; and the senior implied rating to
Caa1 from B2. The rating outlook remains negative.

The rating action was precipitated by the company's announcement
that the Agent bank for its $235 million credit agreement has
delivered a Payment Blockage Notice to the trustee of the 9 1/2%
senior subordinated notes prohibiting the payment of the semi-
annual installment of interest due the noteholders on May 1,
2000. The Notice was delivered because of defaults under certain
financial covenants of the credit agreement, including interest
coverage. The company is also in default due to failure of timely
filing and delivery of financial statements. The Notice prohibits
Stellex from making any interest payments on the Notes for a
period of up to 180 days. Stellex stated that it has negotiated a
consent agreement with its senior lenders addressing operational
short-term liquidity needs and that required payments to the
banks are current. The company also indicated that it had
previously retained Donaldson, Lufkin & Jenrette Securities
Corporation to evaluate strategic alternatives available to the
company and that it had engaged Chanin Capital Partners to advise
and assist it in developing alternatives to address the defaults
under the credit agreement. Moody's believes that additional
liquidity could be raised through the partial sale of certain
operations or technologies.

The ratings reflect Stellex's continued high balance sheet
leverage resulting from its aggressive, largely debt financed
acquisition program since its incorporation in 1997. Further, the
ratings consider the company's large level of intangible assets,
minimal book equity, the decrease in commercial aerospace revenue
and on-going losses from operations. Supporting the ratings is
its technology base and niche dominant and sole source supplier
position in certain products, significant long term relationships
with major OEM customers and its diversified product offering
across markets, customers and platforms.

The company's most recently released financials, dated as of
September 30, 1999, reported nine-month revenue of $166 million
and EBITDA of $32.7 million. Capital expenditures and interest
expense for the period totaled $10.1 million and $18.7 million,
respectively. Stellex's balance sheet as of September 30, 1999
showed long-term debt of about $294 million on a base of $20.1
million of 13% PIK redeemable preferred stock and common equity
of $3.7 million. Intangible assets totaled about $168 million and
deferred financing costs, $13.4 million.

The Caa1 rating on the senior secured bank credit facilities
benefits from a first priority lien on substantially all assets,
but also considers the high level of intangible assets. The
certainty of full recovery on the facilities given the high level
of intangibles is questionable. The Caa3 rating of the $100
million of senior subordinated notes reflects both the
contractual subordination to senior debt and the lack of
collateral protection offered to the outstanding under the bank
credit facility. Moody's believes that full economic recovery on
the notes is not likely. Both the bank credit facility and the
senior subordinated notes are fully guaranteed by all domestic
subsidiaries of Stellex.

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


TAHOE AIR: Files Chapter 11 Petition
------------------------------------
Tahoe Air, based in South Lake Tahoe, Calif. is seeking Chapter
11 bankruptcy protection to reorganize finances and pay off debts
- particularly one claimed by a former vice president.

The carrier ceased operations in and out of the Tahoe Basin in
November after 4 1/2 months of service.

Company President and Chief Executive Bruce Wetsel said slim cash
reserves were strained by trying to access deposits with several
companies including Casino Express Airlines in Elko, which flew
for Tahoe Air.

They reached the breaking point when former marketing vice
president Jack Keady filed an involuntary Chapter 7 bankruptcy in
January claiming the company owes him $35,350 in back wages and
expenses.

"His sum is greatly inflated," said Stephen Harris, the Reno
lawyer for Tahoe Air. He told the Reno Gazette-Journal Keady is
owed about $3,500.

Wetsel said the company owes about $40,000 to about 18 employees
and wants to pay them as quickly as possible, followed by
vendors. Total debts are about $ 500,000-plus, he said, adding
that some amounts would be disputed.

Fresno, Calif.-based Allegiant Air, which also stopped and
started service in South Lake Tahoe last year, is considering
resuming jet service, but has expressed caution at re-entering
the market if Tahoe Air does, too.

Allegiant also is considering Reno service, possibly with flights
to Seattle, Portland, Fresno and Long Beach, Calif., the Gazette-
Journal reported on Wednesday.


UNITED ARTISTS: Cuts Losses With Screens
----------------------------------------
Daily Variety reports on May 5, 2000 that United Artists Theatre
Circuit said last week that it narrowed its losses in the latest
quarter as it shuttered unprofitable theaters.

The struggling Denver-based exhib posted net losses of $ 19.1
million compared with $ 25.8 million in the year-earlier first
quarter.  Operating losses narrowed to $ 6 million from $ 10.6
million, while cash flow more than doubled to $ 7.5 million.

Revenue dipped 7% to about $ 126 million as CEO Kurt Hall said
the company had 43 fewer theaters (217 fewer screens) year to
year.

Hall also noted higher attendance, lower costs and improved
concession results.

He said he's optimistic at signs that frenetic building, which
has pushed a number of exhib players to the financial brink,
seems to be tapering off. "With a reduction in capital
investment, overall screen count should begin to stabilize so
that the industry can once again focus on ways to make money
without spending money."

Cash-strapped United Artists has repeatedly had to renegotiate
with its creditors. Hall said the company's current plan to
restructure its debt "is progressing as a result of conversations
with our senior lenders."


VENTAS: Reports First Quarter 2000 Results
------------------------------------------
Ventas, Inc. (NYSE:VTR) announced the results of its
operations for the first quarter of 2000.  Funds from operations
("FFO") for the three months ended March 31, 2000 totaled $17.6
million, or $.26 per diluted share. FFO for the comparable period
in 1999 totalled $31.3 million, or $.46 per diluted share. Net
income for the three months ended March 31, 2000 was $2.7
million, or $.04 per diluted share after the extraordinary loss
(described below) of $4.2 million, or $.06 per diluted share. Net
income for the three months ended March 31, 1999 was $20.3
million, or$.30 per diluted share.

Rental income for the three months ended March 31, 2000 was $57.5
million, of which $56.7 million resulted from leases with Vencor,
Inc. (OTC/BB:VCRIQ), its principal tenant ("Vencor"). Vencor
filed for bankruptcy court protection in mid-September 1999.
Interest and other income totaled approximately $1.6 million, and
was primarily the result of earnings from investment of cash
reserves during the quarter.

Expenses for the quarter totaled $52.2 million, and included
$10.6 million of depreciation on real estate assets and $23.8
million of interest expense. Included in interest expense is
amortized deferred financing fees of approximately $1.4 million,
which included $.8 million of amortization for fees incurred in
connection with the interim extension of the October 30, 1999
maturity of the $275 million bridge loan. Expenses also included
a charge to earnings of $11.3 million representing unpaid rents
from Vencor during the first quarter of 2000.

General and administrative expenses totaled $2.3 million.
Professional fees totaled $3.3 million and included approximately
$2.7 million in unusual professional fees (legal and financial
advisory fees) incurred as a result of ongoing discussions with
Vencor and the evaluation of the Company's business strategy
alternatives. Substantial legal and financial advisory expenses
will continue to be incurred by the Company until a resolution of
these matters is reached, although there can be no assurance that
such a resolution will be reached. The Company also incurred $.4
million in employee severance costs in the three months ended
March 31, 2000.

During the three months ended March 31, 2000, the Company
incurred an extraordinary loss of approximately $4.2 million
relating to the write-off of unamortized deferred financing costs
associated with the Company's 1998 bank credit agreement. The
1998 bank credit agreement was replaced in full with a new
$1 billion long-term amended credit agreement between the Company
and all its lenders, which was consummated on January 31, 2000.

Ventas intends to qualify as a REIT for federal income tax
purposes for the tax years beginning with the year ended December
31, 1999. Accordingly, no provision for federal corporate income
taxes has been made for the three month periods ended March 31,
2000 and 1999. Although the Company currently expects to
qualify as REIT, it is possible that economic, market, legal, tax
or other considerations may cause the Company to fail or elect
not to qualify as a REIT.

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


WASTE MANAGEMENT: Announces First Quarter Results
-------------------------------------------------
Waste Management Inc. (NYSE:WMI) today announced financial
results for its first quarter, ended March 31, 2000. Revenues for
the quarter were $3.22 billion as compared to $3.07 billion in
the year ago period, an increase of 4.8%. The Company reported
net income for the first quarter of $55.0 million, or $0.09 per
diluted share, compared with $346.7 million, or$0.55 per diluted
share, for the first quarter 1999. On a pro forma basis, after
adjusting for unusual costs and certain other items discussed
below, first quarter 2000 net income was $161.3 million, or
$ 0.26 per diluted share.

The unusual costs and other items adjusted for in the pro forma
analysis include: approximately $100 million in consulting fees
primarily related to continued stabilization efforts and process
improvement initiatives, $79 million for the planned termination
of the former Waste Management pension plan, $25 million in
additional impairments on held-for-sale assets (primarily related
to the international operations), and other unusual expenses of
approximately $7 million related principally to employee
reimbursements associated with the Employee Stock Purchase Plan.
Offsets to these adjustments include a $51 million increase for
the addback of suspended depreciation on assets held for sale and
the exclusion of $11 million of net gains from asset sales.
Additionally, for the pro forma analysis an effective tax rate of
41.7% is utilized. The difference between the pro forma tax rate
and the reported results' effective tax rate of 54.1% is
primarily due to the asset impairments recorded in the quarter,
which are not deductible for tax purposes.

"The Company has continued to make improvements and execute on
its strategic plan since year-end results were reported in late
March," said A. Maurice Myers, chairman, president, and chief
executive officer of Waste Management. "Several new executives
have been hired or appointed, the effort to stabilize our systems
and accounting processes has reflected continued progress, and
the divestiture program has solidly advanced. In fact, the
Company has announced agreements for sales of international, non-
core, and solid waste assets with proceeds totaling $1.3 billion.
The proceeds collected related to the strategic plan are over
$500 million, substantially all of which have been received since
March 31st and applied to reduce outstanding indebtedness.

The Company also noted that important highlights of the first
quarter's results include:

-- Internal growth of 5.3% in the North American solid waste
business, with 1.0%, or $24 million, of that from improved
commodity prices and fuel surcharges

-- Approximately $13 million in excess fuel cost over budget due
to fuel price variance

-- Operating cash flow of $675 million (includes a $200 million
tax refund)

-- Pro forma EBITDA of $883 million

Waste Management Inc., based in Houston, is the industry leader
in providing waste management services. In North America the
Company operates throughout the United States, and in Canada,
Puerto Rico, and Mexico, serving municipal, commercial,
industrial and residential customers.


ZANE INTERACTIVE: Acquires 3 Companies; Emerges From Chapter 11
---------------------------------------------------------------
Zane Interactive Publishing, Inc. (OTCBB:ZANEE) announced it has
simultaneously completed the acquisition of three established
British Internet and software companies, it (and its wholly-owned
subsidiary Zane Publishing, Inc.) has emerged from Chapter 11,
and it has issued stock and completed a reverse stock split per
the provisions of its Plan of Reorganization.

British-based businessman Nicholas Tee has acquired approximately
86% of Zane's stock via a reverse merger of his three Internet
and software companies into Zane. In addition to its wholly-owned
U.S. subsidiary, the well known educational software publisher
Zane Publishing, Inc., Zane now has three new wholly-owned
British subsidiaries: Yorkdale, Ltd., the owner of an Internet
shopping portal and specialized European Internet search engine,
Mayflower Computers, Ltd. (d/b/a CD Imports) a specialist
European software distributor, and Megarom Publishing, Ltd., a
specialist software publisher.

Zane issued common shares held in escrow on April 20, 2000 as
part of the company's Plan of Reorganization. On May 4, 2000, all
conditions to release the escrow were met. As a result the
company has issued a total of 21,785,350. The number of common
shares held are 395,000 (1.8%) by Zane's public shareholders
(reflecting a 1:22.8 reverse split as directed in the Plan of
Reorganization and to be deemed effective on May 19, 2000);
531,350 (2.4%) by Halter Financial Group of Dallas, Texas which
has been engaged as a strategic financial advisor; 2,105,000
(9.7%) by Zane's former creditors; and 18,754,000 (86.1%) by
Nicholas Tee. Approximately 2,500,000 or 11.5% of all issued and
outstanding common shares now constitute public float.

Zane's common stock is currently traded on the OTC Bulletin Board
maintained by the National Association of Securities Dealers,
Inc.

Zane Interactive Publishing, Inc. (OTCBB:ZANEE), founded in 1989,
is a new-media publisher, aggregator and distributor of grades
PreK-12+ educational, reference and special interest software
supplying product and content to educational institutions and
individuals as well as Internet, interactive television, cable,
broadband and wireless companies around the world.

Zane Publishing, Inc. (www.zane.com), a wholly-owned subsidiary
of Zane, re-purposes some of the world's best learning and
reference material into the company's proprietary, easy-to-use
PowerCD(R) multimedia software format -- in partnership rather
than in competition -- with leading traditional print
publishers such as Prentice Hall, Merriam-Webster, Barrons,
Macmillan and CLEARVUE/eav. PowerCD versions of these traditional
name-brand products sell to parents, children, students,
homeschoolers, schools, colleges and libraries through retail,
direct and multiple on-line (Internet, cable and broadband)
distribution channels.


Zane's directors and officers are: Nicholas Tee, Chief Executive
Officer; Reed F. Bilbray, President; and Ralph Brotherton, Chief
Financial Officer.

United States Office:           United Kingdom Office:
2425 Arbuckle Street            Grovebury Farm, Grovebury Road
Dallas, TX 75229-4506           Leighton Buzzard LU7 8TF
o: 972/488-9263                 o: (44) 01525-37 47 47
f: 972/488-9498                 f: (44) 01525-37 28 88


BOND PRICING FOR WEEK OF MAY 8, 2000
====================================
DLS Capital Partners, Inc., bond pricing for week of May 8, 2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                        11 - 13 (f)
Advantica 11 1/4 '08                         67 - 70
Asia Pulp & Paper 11 3/4 '05                 76 - 78
Conseco 9 '06                                60 - 62
E & S Holdings 10 3/8 '06                    35 - 37
Fruit of the Loom 6 1/2 '03                  51 - 53 (f)
Genesis Health 9 3/4 '05                     13 - 15 (f)
Geneva Steel 11 1/8 '01                      18 - 20 (f)
Globalstar 11 1/4 ''04                       29 - 31
GST Telecom 13 7/8 '05                       36 - 38
Iridium 14 '05                                2 - 3 (f)
Loewen 7.20 '03                              44 - 46 (f)
Paging Network 10 1/8 '07                    48 - 50
Pathmark 11 5/8 '02                          27 - 30 (f)
Pillowtex 10 '06                             39 - 41
Revlon 8 5/8 '08                             50 - 52
Rite Aid 6.70 '01                            70 - 72
Service Merchandise 9 '04                     9 - 11 (f)
Trump Atlantic 11 1/2 '06                    70 - 72
TWA 11 3/8 '06                               29 - 30
Vencor 9 7/8 '08                             18 - 20 (f)

                     *********

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,
Edem Alfeche and Ronald Ladia, Editors.

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

This material is copyrighted and any commercial use, resale or
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