---

T R O U B L E D   C O M P A N Y   R E P O R T E R

    Wednesday, June 14, 2000, Vol. 4, No. 116

                   Headlines

AHERF: Reorganization Plan Expected Tuesday
FIRST ALLIANCE: Judge Delays Suits Against Founder
CHECKERS DRIVE-IN:  Announces Commitment For Credit Facility
FRANKLIN AMERICAN: Kentucky-based Insurer Takes Over
GOTHIC ENERGY: Bankruptcy Filing Won't Affect Subsidiary

GST TELECOM: Committee Requests Order Permitting Trading
INACOM CORP: Active Negotiations With Strategic Buyer
LAMONTS APPAREL: Losers Appeal Court's Decision
MANHATTAN INVESTMENT FUND: Trustee Taps Zolfo Cooper
MEDICAL RESOURCES: Seeks Authority to Pay Bonuses

NATIONAL RESTAURANTS: Seeks Extension of Exclusivity
NEW AMERICAN HEALTHCARE: Final Motion For Approval of Sale
NTEX INCORPORATED: Moody's Downgrades Sr Notes To Ca From Caa1
OPTEL INC: Seeks Approval of Employ of Broadhead Ventures
PATHMARK: Look for July Prepack by Shearman & Sterling

PATRICK COMMUNITY: Seeks County Board's Financial Help
PRIME CAPITAL: Letter of Intent With Finantra Expired
SABRATEK CORP: Responds to Baxter's Motion To Compel Arbitration
SAFETY KLEEN: Case Summary and 20 Largest Unsecured Creditors
SAFETY-KLEEN:  Misses Debt Payments

SAFETY-KLEEN: State Does Not Expect Disruption of Utah Operations
SANTA FE GAMING: Agreement to Sell Santa Fe Hotel & Casino
SERVICE MERCHANDISE: Stipulation Concerning Rejection of Leases
TRI CITY: Shuts Down Hospital
UNITED COMPANIES: Committee Objects To Bidding Procedures

VENCOR: Third Motion To Extend Time To Assume/Reject Leases
VISTA EYECARE: Court Approves Key Employee Retention Program
WSR CORP: Order Extends Exclusive Periods

                   *********

AHERF: Reorganization Plan Expected Tuesday
-------------------------------------------
According to an AP report on June 13, 2000, nearly two years
after seeking Chapter 11 bankruptcy protection, the Allegheny
Health, Education and Research Foundation on Tuesday is expected
to file a reorganization plan in federal bankruptcy court.

The foundation, also known as AHERF, is the former parent of
Allegheny General Hospital in Pittsburgh, and the statewide
hospital system.

The plan will include how much the foundation plans to repay
about 7,000 creditors. Attorneys involved in the process said
creditors will likely be offered just pennies on the dollar.

A disclosure agreement that will detail the foundation's current
assets and liabilities will accompany the plan, said Stanley
Levine, an attorney for a committee of AHERF's largest creditors.
PNC Bank, the lone Pittsburgh firm on that creditor's committee,
claims it is owed $100 million.

U.S. Bankruptcy Judge M. Bruce McCullough on Tuesday is expected
to set a hearing date within 45 to 60 days at which creditors
will hear testimony on the disclosure statement.

The disclosure statement is supposed to contain enough detail
that creditors can make an informed decision on whether to
approve or reject the reorganization plan.

Creditors are expected to vote on the plan about 60 days after
the disclosure statement hearing.

Three former executives face criminal charges connected to the
foundation's financial woes.

Former chief executive officer Sherif Abdelhak, chief financial
officer David McConnell and general counsel Nancy Wynstra are
charged with spending $52 million in charitable endowments to
AHERF in order to keep the health system afloat.

Allegheny County Judge Robert Dauer last Thursday recessed a
preliminary hearing on those charges until Sept. 11.


CHECKERS DRIVE-IN:  Announces Commitment For Credit Facility
------------------------------------------------------------
Checkers Drive-In Restaurants, Inc. (Nasdaq: CHKR) announced that
it has received a lending commitment from Textron Financial
Corporation for a $40 million credit facility. The credit
facility transaction, which is subject to final negotiation and
documentation, is expected to close by June 15, 2000. The Company
plans to use some portion of the credit facility, along
with proceeds from previously announced market sales, to retire
its 9-7/8 percent senior notes that mature on June 15, 2000.
Citicorp Franchise Advisory Services served as advisor for the
credit facility transaction.

Daniel J. Dorsch, President and Chief Executive Officer
commented, "This credit facility ensures that we will be able to
pay off our bonds at maturity and gives us additional time to
close our previously announced market sale transactions. I hope
to repay the majority of the borrowings on the credit facility
with the proceeds from market sales which should leave
the Company with a strong balance sheet." Dorsch continued, "I am
very much looking forward to getting the market sales and debt
restructuring behind us so we can continue to focus on improving
restaurant operations and strengthening the franchise system."


FIRST ALLIANCE: Judge Delays Suits Against Founder
--------------------------------------------------
According to reports circulated on the Los Angeles Times on June
7, 2000, U.S. Bankruptcy Judge Lynne Riddle issued a temporary
order preventing 15 lawsuits in six states from proceeding
against Brian Chisick, bankrupt First Alliance Corporation's
founder and majority shareholder for three months for fear that
such lawsuits would drain all the company's assets and result in
inequitable treatment for borrowers.  Included in the lawsuit are
his wife and other officers of the defunct mortgage lender, First
Alliance Corp.


FRANKLIN AMERICAN: Kentucky-based Insurer Takes Over
----------------------------------------------------
The Tennessean reports on June 6, 2000 that Tennessee's insurance
regulator has recommended Investors Heritage Life Insurance Co.,
a Kentucky-based insurer, which operates in 28 states and has
assets of $ 232 million at year-end 1999, to take over life
insurance policies issued by Franklin American Life Insurance
Co., which became insolvent after being taken over by the
Tennessee Department of Commerce and Insurance.

The petition, which will become effective upon approval by
Davidson Country Chancery Court Judge Carol McCoy, allows
Investors Heritage to assume about 26,000 policies.


GOTHIC ENERGY: Bankruptcy Filing Won't Affect Subsidiary
--------------------------------------------------------
According to reports circulated in Tulsa World on June 7, 2000,
Gothic Energy Corp. plans to file for Chapter 11 bankruptcy
petition within 30 to 60 days.  The plan, which calls for the
conversion of debt into $ 15 million of common stock, does not
affect its subsidiary Gothic Production Corp., said CEO and
President Mike Paulk.  

According to Paulk, Gothic Production, which is one of the
largest natural gas producers in the states, generating 75
million cubic feet of gas a day, doesn't have any liquidity
problems whatsoever.


GST TELECOM: Committee Requests Order Permitting Trading
--------------------------------------------------------
The Official Committee of Unsecured Creditors of GST
Telecommunications, Inc. et al. seeks entry of an order
permitting certain members of the Committee to trade in the
debtors' securities upon the establishment and implementation of
"Ethical Walls."

Cerberus, Magten and Oaktree are investment advisors or managers
that provide investment advisory services to institutional,
mutual fund and high net-worth clients and affiliated funds and
accounts.  In this case they are seeking court permission to
trade in the debtors' securities.


INACOM CORP: Active Negotiations With Strategic Buyer
-----------------------------------------------------
InaCom Corp. (OTC Bulletin Board: ICOP) announced that, in
conjunction with its ongoing exploration of strategic
alternatives, the Company is currently involved in active
negotiations with a strategic buyer regarding the potential
sale of InaCom's core services business.  InaCom also announced
that, in connection with ongoing negotiations, the Company's
lenders have agreed to extend, until June 16, the previously
disclosed waiver of certain defaults under its senior secured
revolving credit facility.  The waiver had been scheduled to
expire June 9th.

In addition, as part of its continuing efforts to reduce
operating expenses, InaCom initiated a cost reduction plan
directed at eliminating administrative and support resources in
non-critical areas of the organization.  Under this plan, the
Company's workforce was reduced by approximately 750 positions,
or 13 percent.  InaCom does not expect these reductions will
impact the Company's ability to continue to fulfill its client
obligations.  Affected employees were notified Friday.

As previously announced, due to cash flow shortages resulting
from operating results that have been below expectations, InaCom
has retained The Blackstone Group L.P. to help it seek
alternative financing sources and explore possible strategic
alternatives, including a sale of assets and/or a potential sale
of the Company.  No assurance can be given as to whether any of
the various options being considered will be successfully
implemented. Moreover, considering the very limited financial
resources of the Company and its current financial condition, the
Company will likely need to seek protection under the federal
bankruptcy law, whether or not a sale of its services business is
successfully negotiated.

InaCom Corp. is an e-Business infrastructure solutions Company.  
The Company offers desktop outsourcing services to support the
information technology (IT) infrastructure utility and services
to enable business-to- business e-solutions.


LAMONTS APPAREL: Losers Appeal Court's Decision
-----------------------------------------------
The Seattle Post-Intelligencer reports on June 07, 2000 that
Alamo Group of California and Troutman Investment Co. of Oregon,
the two companies that lost their joint bid to buy bankrupt
Lamonts Apparel last month, filed a notice to appeal a judge's
decision to award the stores to Gottschalks.

The appeal, which was filed last week contains the list of issues
as the basis of the appeal.

U.S. Bankruptcy Court Judge Thomas Glover approved the sale of 37
Lamonts stores, based in Kirkland, for $21.8 million to
Gottschalks.


MANHATTAN INVESTMENT FUND: Trustee Taps Zolfo Cooper
----------------------------------------------------
The Chapter 11 Trustee seeks to retain and employ Zolfo Cooper,
LLC as financial advisors and bankruptcy consultants to the
Trustee.

The Trustee requires the services of experienced financial
advisors and bankruptcy Consultants to assist the Trustee in,
among other things, investigating potential litigation's and
formulating a plan of reorganization.  the Trustee seeks
authority to employ Zolfo Cooper as her financial adviser an d
bankruptcy consultants under a general retainer.

It is presently anticipated that Zolfo will provide the following
services on behalf of the Trustee:

Advise and assist with identifying and analyzing asset recoveries
and developing strategies to maximize asset valuation and
recovery;

Advise and assist with litigation recoveries, including
identification and/or support relating to avoidance actions,
claims against directors and officers and claims against
professionals;

Advise and assist in analyzing, reconciling and resolving
creditor and investor claims;

Advise and assist in the development of a plan of reorganization,
including the related assumptions and rationale, along with other
information to be included in the Disclosure Statement;

Advise and assist in negotiating a plan of reorganization with
creditors, investors and other constituencies;

As requested, render expert testimony concerning the feasibility
of a plan of reorganization and other matters that may arise in
the case.


MEDICAL RESOURCES: Seeks Authority to Pay Bonuses
-------------------------------------------------
The debtors, Medical Resources, Inc., et al. seek court authority
to pay certain bonuses to officers and senior managers.  In the
aggregate, the Bonuses which were to be paid on May 15, 2000
total $113,870.  From this Bonus Pool, each co-chief executive
officer is entitled to receive $25,000 with the remainder of the
Bonus Pool to be distributed to the five Senior Managers.  Other
than the Co-Chief Executive Officers, no Senior Manager will
receive in excess of ten percent of their annual base pay.  The
debtors believe that to ensure the continued unimpaired operation
of the company at large as well as the positive progress of this
proceeding, it is necessary and appropriate to honor the bonus
obligations.


NATIONAL RESTAURANTS: Seeks Extension of Exclusivity
----------------------------------------------------
National Restaurants Management Inc., et al. apply for entry of
an order granting the debtors a further extension of the 180 day
Exclusive Period.  AS the plan has already been filed by the
debtors, the debtors seek a further extension of the 180 day
exclusive period until the conclusion of the hearing on the
confirmation of the plan.


NEW AMERICAN HEALTHCARE: Final Motion For Approval of Sale
----------------------------------------------------------
New American Healthcare Corporation, and its subsidiaries seek
approval of the sale of certain assets utilized I  connection
with the operation of Woodland Park Hospital, Eastmoreland
Hospital, Dolly Vinsant Hospital, Puget Sound Hospital, Memorial
Hospital of Adel and the NAHC corporate headquarters.

Pursuant to the terms of a certain Asset Purchase agreement
between the debtors and Accord Healthcare, Inc., Buyer, Accord
will buy substantially all of the assets utilized in connection
with the operation of Woodland Park Hospital, Eastmoreland
Hospital, Dolly Vinsant Hospital, Puget Sound Hospital, Memorial
Hospital of Adel and the corporate office.  The purchase price is
$12,474,000 plus the value of the net working capital as defined
in the Asset Purchase Agreement, estimated to be between $9
million and $15 million.  Accord has agreed to pay book value of
the accounts receivable component of Net Working Capital.    The
Buyer will also assume certain contracts and leases and the
debtors' current liabilities related to the hospitals and
employee claims.  Accord will be responsible for payments to
Medicare/medicaid.  The Accord Bid is subject to financing to be
in place no later than June 5, 2000.

Qualified Bidders may submit bids for one or more of the
hospitals.  With respect to a bid for all the hospitals, the bid
must provide for a purchase price that exceeds the proposed
contract by $600,000.  A Break-Up fee of $225,000 is provided in
the event that Accord is not the ultimate buyer.  A sale hearing
is set for June 27, 2000.


NTEX INCORPORATED: Moody's Downgrades Sr Notes To Ca From Caa1
--------------------------------------------------------------
Approximately $75.0 Million of Debt Securities Affected.

New York, June 12, 2000 -- Moody's Investors Service downgraded
the rating on the 11.5% issue of US$75 million senior unsecured
notes of Ntex Incorporated ("Ntex") to Ca from Caa1. At the same
time, the Senior Implied and Issuer ratings were lowered to Ca
from Caa1 and the rating outlook confirmed as stable.

The rating action was prompted by deteriorated operating results
due to a continued softness in price and volume for the company's
products and resulting operating inefficiencies; very high debt
leverage exceeding total assets, as well as negative equity due
to sizable accumulated deficit of $CDN 73 million. While first
quarter revenues for towels improved, profitability remains weak.
Given Ntex's weak cash flow generation and seasonal working
capital needs, Moody's expresses its concern with the company's
ability to cover principal amortization and rent expense and
notes the potential for debt restructuring. Moody's notes that
the company made its June interest payment of $CDN 6 million.

In fiscal 1999, Ntex faced various competitive price pressures
due to a significant amount of promotional pricing in North
America as well as cheaper apparel imports from Asia. This,
combined with lower demand for apparel yarn, contributed to an
8.6% decrease in Ntex's sales in fiscal 1999. The company's
operating margins in fiscal 1999 declined as a result of
unabsorbed fixed overhead charges, despite the closure of 40% of
its yarn capacity, as well as a higher average cost of cotton. In
fiscal 1999, gross profit margin decreased 350 bps, to 19.7%.
Furthermore, increased MIS costs and US marketing expenditures
all led to 250 bps increase in SG&A margin, to 11.2%. EBITDA
margin in fiscal 1999 decreased to 9.0% from 14.7% in fiscal
1998, and EBIT margin decreased to mere 1.3% in fiscal 1999 from
9.3% for a comparable period last year.

First quarter 2000 results showed a 9.8% increase in sales over
comparable period last year, with the bulk of the increase from
renewed institutional towel demand. However, continued price
pressure and a decline in yarn sales constrained the company's
overall profitability, as did carry-over of higher priced cotton
costs from 1999 inventory which have been fully consumed. As
such, Ntex's gross profit margin in the first quarter 2000
decreased 190 bps, to 21.2% as compared to the similar period
last year. By the same token, the company's EBITDA and EBIT
margins declined to 11.4% and 3.0%, respectively, in the first
quarter 2000 from 12.5% and 3.8%, respectively, in the first
quarter 1999.

In Moody's opinion, Ntex Incorporated may need to restructure its
debt. At March 31, 2000, the company showed a total of $140.4
million of debt on its balance sheet whereas assets were only
$109.3 million. Total debt exceeded trailing twelve months ending
March 31, 2000 EBITDA by over 9.9 times and accounted for over
87% of the trailing twelve months revenues. Cash flow, measured
as EBITDA, generated through the first quarter 2000 is not
sufficient to cover the interest expense, and March 31, 2000
trailing twelve months EBITDA-to-interest expense stands at 0.8
times. Trailing twelve months EBIT coverage of interest expense
is only 0.11 times. Further, fixed charges, inclusive of current
portion of debt and annual rent expense, are high, and are
covered by less than 0.1 times by the company's EBIT earnings for
the trailing twelve months ending March 31, 2000. Going forward,
Ntex will have a significant amount of principal repayments in
fiscal year 2000, approximately $5 million, which, along with
approximately $1.4 million fiscal 2000 rent expense, present a
considerable liquidity concern given the company's weak cash flow
generation. (Note that an additional $5.3 million of debt has
been classified as current due to the receipt of non-permanent
waivers of technical violations under the bank agreements.)

Ntex Incorporated is a holding company based in Toronto, Ontario,
Canada. Through its operating subsidiaries, the company
manufactures and markets yarn and towel products in North
America. The yarn division manufactures cotton, poly-cotton and
synthetic yarns for sale to knitters and weavers, including
Ntex's towel division. The towel division manufactures towel
products and accessories and markets them to a variety of
regional specialty retailers and the institutional market.


OPTEL INC: Seeks Approval of Employ of Broadhead Ventures
---------------------------------------------------------
The debtors, OpTel, Inc., et al. seek approval of the employment
of Broadhead Ventures LLC as financial consultants for the
debtors.  A hearing to consider the application will be held on
June 22, 2000 at 3:00 PM, if objections are filed.

The debtors seek to employ Broadhead in connection with their
cases specifically t provide financial consulting services
relating to the debtors' telecommunications business and to
perform all other necessary or appropriate services within the
scope of Broadhead Ventures' employment in connection with these
cases.  The debtors claim that to enable the debtors to ensure
that they are receiving the maximum value for the assets that
they are selling, and in particular, the telecommunications
assets, the debtors require the consulting services of Broadhead.  
Further, Broadhead will assist the debtors in considering a
possible restructuring of the debtors' business.


PATHMARK: Look for July Prepack by Shearman & Sterling
------------------------------------------------------
"In a conversation with officials at Pathmark (Carteret, NJ),"
F&D Reports' Scrambled Eggs says, "our analysts learned that
solicitations for bondholders to approve the Company's proposed
Prepackaged Chapter 11 Plan were not mailed until last Thursday.  
The terms of the solicitation allow bondholders 20 business days
from the mailing to approve the plan.  As such, the actual
Chapter 11 filing will most likely not take place until the first
week of July.  We also learned that the Company has retained
Shearman & Sterling as its legal counsel for its Chapter 11
proceedings."


PATRICK COMMUNITY: Seeks County Board's Financial Help
------------------------------------------------------
The Roanoke Times reports on June 7, 2000 that The Patrick County
Board of Supervisors is proposing an 11.5 percent real estate tax
increase to help bail out Patrick Community Hospital, which filed
Chapter 11 bankruptcy in November.

The board would donate $ 200,000 to Patrick Community Hospital,
which is more than $ 5 million in debt - but not until the
hospital presents a clear plan for getting back on its feet,
County Administrator David Hoback said.


PRIME CAPITAL: Letter of Intent With Finantra Expired
-----------------------------------------------------
Prime Capital Corporation ("Prime") announced that the Letter of
Intent under which Finantra Capital, Inc. ("Finantra") agreed to
acquire, through a subsidiary to have been formed for that
purpose, all of the authorized, issued and outstanding common
shares of Prime (the "Letter of Intent") has now expired.

In connection with the Letter of Intent, Finantra undertook and
the transaction was contingent upon Finantra's ability to
negotiate mutually satisfactory arrangements with the note
holders of Prime's securitizations (the "Securitizations") as
well as certain lenders. Finantra failed to reach satisfactory
agreements with all of said parties.

Certain of Prime's subsidiaries are in default of various
covenants under the Securitizations and related agreements for
the securitization of the assets of such subsidiaries.
Additionally, Prime is currently in default of certain covenants
under other loan agreements including its warehouse credit
facilities and other senior and subordinated debt. Further,
Prime's main credit facility has expired and Prime is not
permitted to borrow additional funds under such facility. As a
result, Prime is no longer warehousing transactions. Prime is
considering all viable alternatives under the circumstances. As
such, Prime has actively undertaken negotiations directly with
the holders of the Securitizations and other lenders and has
engaged Development Specialists, Inc. to serve as Prime's
financial advisor and the law firm of Pachulski, Zeihl, Young &
Jones P.C. as special counsel.

Prime Capital Corporation, headquartered in Rosemont, Illinois,
is one of the nation's largest independent, publicly held
providers of capital and specialty finance services primarily to
the software, communications, and healthcare industries.
Directly, or through private label vendor programs with leading
manufacturers, Prime has facilitated the financing of more than
$2.0 billion of equipment for acquisition by its clients,
including major medical centers, hospitals, Fortune 1000
corporations, and other major firms. Prime serves clients
nationally through its headquarters and three regional offices.


SABRATEK CORP: Responds to Baxter's Motion To Compel Arbitration
----------------------------------------------------------------
The motion to compel arbitration filed by Baxter Healthcare
Corporation against the debtor Sabratek Corporation arises from
Baxter's refusal to produce documents that bear on the parties'
purchase price dispute.

According to the debtor, Baxter seeks a 73% reduction, from $48
million to $13 million, of the purchase price for Sabratek's
device businesses.  

Sabratek believes that Baxter should produce information relating
to the requested adjustments, and Baxter filed a motion seeking
arbitration.  Sabratek also points out that with the adjustments,
the debtor could have received a higher and better price from
competing bids, and if Baxter was aware of the adjustments at the
time of its bid, then the debtor should have been informed of the
magnitude of the adjustments.

Sabratek seeks Baxter's pre-purchase due diligence and valuation
documents.  The debtor maintains that the purpose of the language
in the Asset Purchase Agreement that afforded Baxter an
opportunity to review balance sheet changes between the Balance
Sheet and the Closing Date was not intended as a license for
Baxter to entirely renegotiate the purchase price.

The debtor also states that the majority of Baxter's objections
relate to accounts receivable valuations and other valuations
that were well known to Baxter prior to the Closing Date and for
which Baxter had ample opportunity to conduct due diligence.  In
response to repeated requests from Baxter, Sabratek supplied
extensive information about its accounts receivable, inventory
and other valuation issues.  Sabratek believes that Baxter fully
discounted the purchase price of the Sabratek Device Businesses,
including a substantial discount for accounts receivable, prior
to the Closing Date, and that Baxter is now seeking the same
discounts again.  Therefore, production of Baxter's due diligence
and valuation documents is critical.


SAFETY KLEEN: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Safety-Kleen Corp.
        1301 Gervais Street, Suite 300
        Columbia, SC 29201

Type of Business: Provides industrial waste services designed to
collect, process, recycle and dispose of hazardous and industrial
waste streams.  The company provides these services from
approximately 280 collection and processing locations in 45
states and seven Canadian provinces.

Petition Date: June 9, 2000     Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-02303

Judge: Peter J. Walsh

Debtor's Counsel: David S. Kurtz
                  Skadden, Arps, Slate, Meagher & Flom(Illinois)
                  333 W. Wacker Drive, Chicago, IL 60606
                  Tel:(312) 407-0700

                  Gregg M. Galardi
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel:(302) 651-3000

Total Assets: $ 4,450,142,000
Total Debts:  $ 3,141,320,000

20 Largest Unsecured Creditors

Bank of Nova Scotia Trust
Company of New York
as Indenture Trustee
for 91/4% Sen
Subordinated Notes due 2008
George Timmes, Trustee
1 Liberty Plaza
New York, NY 10006              Bonds          $ 325,000,000

Bank of Nova Scotia
Company of New York
as Indenture Trustee
for 91/4% Sen
Subordinated Notes due 2009
George Timmes, Trustee
1 Liberty Plaza
New York, NY 10006              Bonds          $ 225,000,000

Toronto Dominion (Texas), Inc.
909 Fannin Street, Suite 1700
Houston, Texas 77010            Promissory
Attn: Jano                      Note            $ 60,000,000

Tooele County, Utah
47 South Main
Tooele, Utah 84074
Attn: Chair                     Loan            $ 45,700,000

California Pollution Control
Financing Authority
915 Capitol Mail Room 470
Sacramento, CA 95814
Attn: Executive Director        Loan            $ 19,500,000

Tooele County, Utah
47 South Main
Tooele, Utah 84074
Attn: Chair                     Loan             $ 8,700,000

The Industrial Development
Board of The Metropolitan
Government of Nashville
and Davidson County             Loan             $ 7,000,000

RACT, Inc.
R. Steve Cramer
ECDC Environmental
136 East South Temple
Suite 1300                      Promissory
Salt Lake City, Utah 84111      Note             $ 2,000,000

IBM Corporation
PO Box 105063
Atlanta, GA 30348               Trade              $ 985,981

Holnam Inc. Holly Hill
PO Box 698
Holly Hill, SC 29059            Trade              $ 802,800

Leacon-Sunbelt, Inc.
PO Box 201097
Houston, TX 77216-1097          Trade              $ 668,855

Holnam Inc.
PO Box 67
Hwy 79 North
Clarksville, MO 63336           Trade              $ 607,000

Holnam Inc.
PO Box 135
Artesia, MS 39736               Trade              $ 593,100

T&T Graphics Inc.
2563 Technical Drive
PO Box 690
Niahesborough, OH 45343         Trade              $ 529,702

Cintas Corporation
PO Box 107
Mason, OH 45040-0107            Trade              $ 498,375

New Pig Corporation
1 Pork Avenue
Tipton, PA 16684-0304           Trade              $ 482,109

Computer Consulting Group
PO Box 65323
Charlotte, NC 28265-0323        Trade              $ 452,706

Delta Service Center
265 N. Front St. Suite 502
Sarnia, ON N71 7X1              Trade              $ 423,047

Delta Air Lines Inc.
PO Box 102224
68 Annex
Atlanta, GA 30368               Trade              $ 404,565

Armak Ieen
PO Box 33190
Chicago, IL 60694               Trade              $ 377,253


SAFETY-KLEEN:  Misses Debt Payments
-----------------------------------
According to an AP report on June 6, 2000, distressed
waste-disposal company Safety-Kleen Corp. announced that it
missed debt payments totaling to $59.8 million.  After the
resignation of three top officers last month, Laidlaw Inc. had
been trying to sell its 44 percent stake in the company. Safety-
Kleen also announced the sale of its Elgin, Ill., headquarters
which was terminated and is seeking another interested
buyer.
  

SAFETY-KLEEN: State Does Not Expect Disruption of Utah Operations
-----------------------------------------------------------------
State officials do not expect Safety-Kleen's hazardous-waste
operations in Utah to be affected by the Columbia, S.C.-based
corporation's filing for protection under Chapter 11 of the
bankruptcy code.

"We've been assured by the company here that business will remain
as usual," said Dennis Downs, director of Utah's Solid and
Hazardous Waste Office. "We will be tracking that to see what
happens."

Safety-Kleen did not return calls about Friday's Chapter 11
announcement, but company president Grover Wrenn said in a
statement that customers and employees "will be largely
unaffected by the reorganization process." Chapter 11
bankruptcy protects a company from creditor lawsuit demands while
it works out a debt repayment plan.

During the past three months, Safety-Kleen, which operates the
Grassy Mountain hazardous waste facility and the Aragonite
incinerator in the west desert about 50 miles from Salt Lake
City, has been battered financially.

The company's shares plunged 34 percent this year, and it failed
to make nearly $60 million in debt payments due last week. The
company reported $4.4 billion in assets and $3.1 billion in debt.

The company also is scrambling to find an insurance carrier after
its previous insurer, Frontier Insurance, failed early this month
to meet Treasury Department surety requirements. The government
requires Safety-Kleen, like all hazardous-waste disposal
companies, to carry coverage to pay for potential cleanup costs.

Downs said even if Safety-Kleen has to sell its Utah operations,
taxpayers would not be stuck with cleanup costs largely because
the operations are profitable. Buyers would be "standing in line"
to operate them, he said. "Those hazardous-waste permits have
great value," he said.

In the unlikely event the Tooele operations had to be shut down,
Downs said, the Superfund law would be invoked. Under that law,
the state and federal government could seize the company's
assets, find a new operator or use the assets for cleanup and
decontamination.  If the operations have to close temporarily,
the facilities are relatively new and a low risk for pollution
leaks, Downs said. Safety-Kleen operates 317 waste facilities
around the nation.


SANTA FE GAMING: Agreement to Sell Santa Fe Hotel & Casino
----------------------------------------------------------
Santa Fe Gaming Corporation (the "Company") (OTC Bulletin Board:
SGMG), announced on June 13, 2000 that its wholly owned
subsidiary, Santa Fe Hotel Inc. ("SFHI") has agreed to sell
substantially all of the assets of the Santa Fe Hotel & Casino in
Las Vegas, Nevada (the "Hotel/Casino") to Station Casinos, Inc.,
(NYSE: STN) ("STN").  Additionally, STN has agreed to lend up to
$36 million to the Company's wholly-owned subsidiary, Pioneer
Hotel Inc. ("PHI").  The sale price for the Hotel/Casino is
approximately $205 million in cash, with STN to receive a credit
against this price for the amount of its loan to PHI.  Funds
received from these transactions will be used, in part, to retire
indebtedness of SFHI and substantially all of the indebtedness of
the Company and its other subsidiaries, including the PHI
obligations under its confirmed Chapter 11 Plan of
Reorganization.  In connection with these agreements, the Company
will grant STN an option to purchase the approximately 20 acres
of undeveloped property which is located near the Hotel/Casino.  
Additionally, the Company and its affiliates will be subject to
certain limited non-competition agreements with STN.  
Consummation of the transactions are subject to satisfaction of
various conditions precedent, including approvals by Nevada state
and local gaming regulatory authorities for the sale of the
Hotel/Casino.

The Company also owns and operates the Pioneer Hotel and Gambling
Hall in Laughlin, Nevada and owns property on Las Vegas Boulevard
for possible future development.
     

SERVICE MERCHANDISE: Stipulation Concerning Rejection of Leases
---------------------------------------------------------------
Pursuant to a Master Lease Agreement dated August 21, 1987, the
Debtors leased various equipment from Comdisco, Inc. which later
assigned certain of its interests in the Equipment to Community
First Financial, Inc.

In exercising business judgment, the Debtors have reached
agreements with Comdisco and Community First and obtained the
Court's approval for the rejection of certain Leases and the
purchase of certain equipment.

Pursuant to the Agreement, the Debtors will pay Comdisco $700,000
and pay Community First $63,310 and the Stipulation will
constitute a bill of sale of the Scheduled Equipment. The Debtors
will release Comdisco and First Community of claims and vice
versa.

However, the release by the Debtors expressly excludes causes of
action under chapter 5 of the Bankruptcy Code.

In the event that First Community satisfies judgment in favor of
one or more of the Debtors' estates on a Chapter 5 Action,
Community First shall have a general unsecured claim in the
respective amount.

Moreover, in the event any Chapter 5 Actions are commenced
against Comdisco, the deadline for Comdisco to file proofs of
claim will be the later of any deadline for commencement of the
Debtors' Chapter 5 Actions, or 60 days after Comdisco receives
any notice of commencement of Chapter 5 Actions.

Comdisco will be entitled to a distribution on account of the
Comdisco Claims under the terms of any confirmed plan. Such
distribution will not be disbursed to Comdisco, but will be
applied as a credit against the judgment in such Chapter 5
Action. Comdisco waives any distribution in excess of the amount
of such judgment.

In the event Comdisco satisfies any judgment granted in any
Chapter 5 Action in favor of one or more of the Debtors' estates,
Comdisco will hold an allowed nonpriority unsecured claim against
such Debtor(s) in the amount of the satisfied judgment, and will
be entitled to a distribution notwithstanding any waiver or
release. (Service Merchandise Bankruptcy News Issue 12;
Bankruptcy Creditors' Services Inc.)


TRI CITY: Shuts Down Hospital
-----------------------------
The Bond Buyer reports on June 7, 2000 that Tri City Health
Centre Inc., which restructured $17.9 million of bonds and
reorganized in bankruptcy a year ago, last week announced plans
to close its only hospital after Medicare pulled the plug on
funding.

Lawyers for the trustee, the Bank of New York, and Dallas-based
Tri City, which issued new bonds through the North Central Texas
Health Facilities Development Corp., met to discuss possible
remedies or solutions for bondholders, according to officials
close to the discussions.
   

UNITED COMPANIES: Committee Objects To Bidding Procedures
---------------------------------------------------------
The Official Committee of Equity Security Holders of United
Companies Financial Corporation, et al., object to the debtors'
order establishing bidding procedures.  The Equity Committee
objects to the motion insofar as it seeks to establish bidding
procedures for the sale of the whole loans and related REO
properties, and states that there was inadequate notice.  The
Committee also states that the court should not approve the
bidding procedures based upon a series fo arbitrarily created
deadlines when the same matters will be addressed in pending and
competing plans of reorganization which will afford creditors and
shareholders an opportunity to vote on the best course of action.  
In addition, the Committee complains that EMC is permitted to
make one $10 million earnest money deposit for both the whole
loan transaction and the proposed asset purchase agreement for
other financial assets while any other bidder is required to post
a $10 million earnest money deposit for the whole loan agreement
only.  Also, with respect only to EMC, the $10 million is
liquidated damages.  The Committee points out that other
procedures favor EMC, and are detrimental to other bidders.


VENCOR: Third Motion To Extend Time To Assume/Reject Leases
-----------------------------------------------------------
The Debtors have not yet decided to assume or reject any of the
approximately 475 real property Leases with lessors other than
Ventas, Inc.  They again draw Judge Walrath's attention to the
magnitude and complexity of their operations.  The process, the
Debtors note, is further complicated by the fact that the leased
properties are geographically dispersed and some of the leases
carry subleases each with its own financial provisions to
consider.

The Debtors say they must make an informed judgment on how each
lease will fit into the reorganization but this is still under
negotiations and the exact timing on the conclusion of these
negotiations is still not known, and not within the unilateral
control of the Debtors.

The Debtors do not think they will be able to make informed
decision for the assumption and rejection of the Leases within
the deadline of June 13, 2000.

In order to avoid premature assumption of large, long-term
liabilities, which will give rise to needless administrative
priority claims, or premature rejection of potentially valuable
interests, the Debtors seek a further extension of the period
through September 11, 2000, pursuant to 11 U.S.C. Sec. 365(d)(4),
without prejudice to their right to seek further extensions.

For the purpose of seeking such an extension, the Debtors include
in the motion certain instruments or financing arrangements that
are not true leases so that such instruments will not be deemed
automatically rejected if they are found to be true leases after
deadlines for assumption or rejection. They also include leases
of hospitals and nursing centers so that these will not be deemed
automatically rejected if they are found to be non-residential
after the deadline. Leases and subleases under which the Debtors
are leasors or sub-lessors are also included because the Debtors
desire an extension of the time to assume or reject these leases
to be concurrent with the extension of time requested in the
motion. (Vencor Bankruptcy News Issue 13; Bankruptcy Creditors'
Services Inc.)  


VISTA EYECARE: Court Approves Key Employee Retention Program
------------------------------------------------------------
On June 1, 2000, the US Bankruptcy Court, Northern District of
Georgia, Atlanta Division entered an order authorizing and
approving the key employee retention program of Vista Eyecare,
Inc.


WSR CORP: Order Extends Exclusive Periods
-----------------------------------------
By order entered on May 30, 2000 by the US Bankruptcy Court for
the District of Delaware, the debtors, WSR Corporation,
R&S/Strauss, Inc., National Automotive Stores, Inc. and National
Auto Stores Corp. are granted an extension of the Plan
Exclusivity Period to and including August 9, 2000; and the
Solicitation Exclusivity Period is extended to and including
October 9, 2000.

                   *********

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

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