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

                Friday, September 8, 2000, Vol. 4, No. 176

                               Headlines

BAPTIST FOUNDATION: Accord Reached on Revised Plan of Reorganization
BIG SMITH: Bank of America Objects to Disclosure Statement and Plan
BMJ MEDICAL: Seventh Motion To Extend Time To Assume/Reject Leases
CANADIAN AIRLINES: CEO Milton Gives Update on Company's Progress
CARMIKE CINEMAS: Applies to Employ Richards Layton as Local Counsel

CITY BREWING: Printing Firm Negotiates To Purchase Insolvent Beer Company
DAUPHIN TECHNOLOGY: Acquires Advanced Digital & Advanced Technologies
DELTA FUNDING: Fitch Affirms BBB & BBB- Ratings on HEL Securitizations
DYERSBURG CORP.: Obtains 50% Bondholder Consent to Restructuring Plan
EAGLE FOOD: Shareholders to Convene for Annual Meeting Next Wednesday

ELDER-BEERMAN: Commencing Tender Offer to Repurchase 22% of Common Shares
EMPLOYEE SOLUTIONS: Reschedules Annual Shareholder Meeting to Dec. 14
EQUALNET COMMUNICATIONS: Critical Contractor Says "Pay Me or I'll Walk"
FAMILY GOLF: Chief Financial Officer John J. Caliolo Resigns
FIRST AMERICAN: S&P Affirms 'BBB' Debt Ratings; Outlook Revised To Negative

FREDERICK'S OF HOLLYWOOD: Committee Lends Support to 365(d)(4) Extension
GARDEN CITY: Trustee Says Business Stabilized & Cash Flow Positive
GEOTELE.COM: How Much Does it Cost to Restructure a Dot.Com?
GLANBIA PLC: Moody's Confirms Rating At Baa3; Outlook Change To Negative
GLOBAL COMMUNICATIONS:  Case Summary and 20 Largest Unsecured Creditors

HARNISCHFEGER INDUSTRIES: Beloit And South Shore Clarifies Taxes In Sales
HEALTHCARE RESOURCES: U.S. Trustee to Conduct 341 Meeting on Sept. 22
HEILIG-MEYERS: Equity Security Holder Objects to Retention of Lazard Freres
HOUSING RETAILER: Obtains Extension of Solicitation Period through Jan. 3
HVIDE MARINE: Bank Group Agrees to Require Lower Year-End Pay-Down

IGI, INC.: Shareholders to Convene for Special Meeting on September 18
JUMBOSPORTS: Sale of Lexington, Kentucky, Property Fetches $1,900,000
KITTY HAWK: Taps Grant Thornton as Auditor and Tax Accountant
KMART CORPORATION: Appoints Mark S. Schwartz Executive VP for Operations
LOEHMANN'S, INC.: Delaware Court Confirms Debtors' Second Amended Plan

LOEWEN GROUP: Debtors Move to Reject 33 Non-Competition Agreements
LOEWEN GROUP: Consolidates US & Canadian Administrative & Corporate Offices
MANSHUL CONSTRUCTION: District Court Favors Geron Against the Schulman's
MEDICAL COMMUNITY: State of Texas Puts Insurance Company into Receivership
MERIDIAN CORPORATION: Change in Committee Composition

NATIONAL RESTAURANTS: Asks Judge Blackshear to Enter a Final Decree
NORTH COAST: S&P Affirms 'CCCpi' Financial Strength Rating for Insurer
NORTHLAND CRANBERRIES: Cliffstar Initiates Fraud Suit Seeking $28 Million
PC SERVICE: Case Summary and 20 Largest Unsecured Creditors
PENN TRAFFIC: EBITDA Increases 12.7% in Second Quarter; Net Loss $23.6MM

PRISON REALTY: Supplements Proxy Statement to Nix REIT Status
PRISON REALTY: Gotham Partners Bolsters Prison Realty's Proposals
PUEBLO XTRA: Lenders Agree to "Adapt" Financial Covenants
QUEEN SAND: Shareholder Meeting Scheduled for Sept. 18 to Consider Recap
SAFETY-KLEEN: Proposes Key Employee Retention and Severance Program

SAMSONDALE PLAZA:  Case Summary and 2 Largest Unsecured Creditors
SCHEIN PHARMACEUTICAL: Watson Looking for "Strategic Options"
SIMITAR ENTERTAINMENT: Bob Hope Movies on the Auction Block
SOUTH FULTON: Corporate Officers Exit Troubled Georgia Hospital
TEXFI INDUSTRIES: Judge Gonzalez Sets October 20 Bar Date

UNITED COMPANIES: Ad Hoc Committee Raises Roadblock to Plan Confirmation
WESTSTAR CINEMAS: Committee Expresses "Vehement Opposition" to Reorg Plan

* BOOK REVIEW: TAKING CHARGE: Management Guide to Troubled
                Companies and Turnarounds

                               *********

BAPTIST FOUNDATION: Accord Reached on Revised Plan of Reorganization
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According to the Associated Press, financially challenged Baptist
Foundation of Arizona has come to an agreement with its major creditors
that would benefit both sides, avoiding trial procedures. The revised
proposal submitted by the foundation is still subject for court approval.

Baptist Foundation filed for bankruptcy protection under Chapter 11 in
November 9 of last year. The foundation listed liabilities of $640 million
in the filing, of which $590 million is owed to investors. The net equity
value of BFA's assets is currently anticipated to be between $160 million
and $200 million.


BIG SMITH: Bank of America Objects to Disclosure Statement and Plan
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Bank of America objects to the adequacy and accuracy of the debtor's
amended proposed Disclosure Statement and plan of reorganization.  In
addition to its earlier objections, Bank of America states that there is
not enough information about the proposed settlement with Walls Industries,
including how much money will be received by the debtors' estate and when
it will be received and how it will be used to settle both secured and
unsecured claims.

Bank of America claims a security interest in any proceeds from the
proposed Walls Settlement and Bank of America claims that it retains a lien
at confirmation and thereafter on all of the debtor's assets, tangible and
intangible, including cash and proceeds from the sale of real estate. Bank
of America requests an immediate auction of remaining real estate and the
Bank states that it has received $60,000, not $90,000 from the sale of
inventory.


BMJ MEDICAL: Seventh Motion To Extend Time To Assume/Reject Leases
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BMJ Medical Management, Inc., seeks entry of an order extending the time to
assume or reject unexpired leases of non-residential real property.

The debtors cases are large and complex. The leases are critical assets of
the estates, most of which are office locations at which the remaining
Medical Groups operate their medical practices. The cases involved, as of
the Petition Date, a significant number of leases relating to the operation
of 34 Medical Groups. As of the Petition Date, the debtors provided
management services to over 150 doctors, and had annual revenues of over
$54 million.

On August 23, 2000 the debtors filed their plan of liquidation. Pursuant to
the plan, the debtors intend to liquidate their assets, retain and pursue
such causes of action as they believe can be economically pursued, and
distribute the proceeds to their creditors. BMJ seeks to extend its time to
assume or reject leases because the debtors continue to negotiate with the
remaining Medical Groups over structured settlements, which, if reached,
would likely include the assumption and assignment of some or all of the
remaining leases. If the debtors do not reach structured settlements with
such remaining Medical Groups, it is their intention to seek to reject
their Mass and the leases associated with the Medical Groups with whom
settlements are not reached.

The debtors request that the court enter an order extending the time within
which they may assume or reject leases to and including the Effective Date
of the plan.


CANADIAN AIRLINES: CEO Milton Gives Update on Company's Progress
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There are 147 days to go in Our 180-day Commitment and the integration of
Air Canada and Canadian Airlines is progressing ahead of plan.

In August, our operations started to stabilise as we refined processes to
deal with increased passenger volumes, added new staff and benefited from
more favourable weather.

We've experienced the busiest two months in our history and the Labour Day
weekend traditionally marks the shift from the summer travel season to the
busy business travel and cargo shipping period. I assure our customers that
our focus will continue to be improved service.

We have hired new staff and we continued to upgrade our facilities at
Toronto Pearson Airport. In August, 652 fully trained employees started on
the job, primarily in customer service, and another 385 new employees were
in training. Included in these numbers are the employee hirings I mentioned
when we launched this program on August 3.

Also, the integration of the computer systems of Air Canada and Canadian is
on schedule. In October, most commercial applications will be integrated.
For the first time, Air Canada and Canadian employees will have access to
the same database to provide customers with service and information for any
flight in the integrated system.

Bringing Air Canada and Canadian together is a complex work in progress,
but we are reaching major milestones such as one fully integrated schedule
for both airlines. It has been only two months since Canadian became an
indirect wholly owned subsidiary of Air Canada. So far, we are meeting our
deadlines and continue to work to improve customer satisfaction and meet
our goal to make Air Canada the top-notch airline that Canadians deserve.
As part of Our 180-day Commitment, we promised to report regularly on our
progress.  This is our report for the month of August.


                                              Robert Milton
                                              President and CEO


CARMIKE CINEMAS: Applies to Employ Richards Layton as Local Counsel
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The debtors, Carmike Cinemas, Inc. et al. seek court authority to retain
and employ Richards, Layton & Finger, PA as co-counsel to the debtors.

In addition to Richards Layton, by separate application, the debtors are
seeking to employ and retain Weil, Gotshal & Manges LLP. The firms will
make every effort to avoid duplication of effort in the cases.

Richards, Layton will provide the following services to the debtors:

      * Advise the debtors of their rights, powers, and duties as debtors.

      * Take all necessary action to protect and preserve the debtors'
estates including the prosecution of actions on the debtors' behalf, the
defense of any actions commenced against the debtors, the negotiation of
disputes in which the debtors are involved, and the preparation of
objections to claims filed against the debtors' estates;

      * To negotiate and prepare on behalf of the debtors a plan of
reorganization and all related documents.

The principal professionals and paraprofessionals designated to represent
the debtors and their current standard hourly rates are as follows:

         Mark D. Collins              $340 per hour
         Deirdre M. Richards          $235 per hour
         Paul N. Heath                $180 per hour
         Michael J. Halter            $100 per hour


CITY BREWING: Printing Firm Negotiates To Purchase Insolvent Beer Company
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Empire Screen Printing, Inc., The Associated Press reports, is currently in
negotiations to buy insolvent City Brewery.  James Brush, the owner of the
screen-printing firm, says, "We have a strong interest, and we're working
on it.  But nothing has been determined at this point.  We've been working
on it, and we'll see if we can come to terms."  Brewing President Randy
Smith declined to comment on the matter.

City Brewery defaulted on a $450 thousand loan, incurred millions of debts,
laid off workers and later ended its operations after it ran out of
bottles, cans and other supplies. Supplies even refused to give more credit
to the troubled beer production company.


DAUPHIN TECHNOLOGY: Acquires Advanced Digital & Advanced Technologies
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In a move to strengthen its core competency, high-tech design and
development, Dauphin Technology, Inc. has acquired Advanced Digital
Designs, Inc. and Advanced Technologies, Inc. Both firms specialize in
telecommunications, especially wireless and cable-based product
development, as well as multimedia development, including digital video
decoding and processing. Through these acquisitions, Dauphin has enhanced
its ability to develop and produce semiconductor based multi media and
broadband solutions.

"We are excited to be focusing our talents and skills on development of
next generation set top box technologies and products with an emerging
growth company like Dauphin," commented Bruce Karsten, President of
Advanced Digital Designs.

"The capabilities of Advanced Digital Designs and Advanced Technologies
further strengthen our position in the development of new technologies,"
stated Christopher Geier, Executive Vice President of Dauphin Technology.
"With a history of profitability and success, these firms have contributed
to the development of technologies for customers such as Motorola,
Scientific Atlanta, Siemens, Philips, Texas Instruments, Zenith, 3Com and
Tellabs, among many others," he went on to say.

Dauphin Technology, Inc., a Palatine, Illinois based company with its
manufacturing facility in McHenry, Illinois, RMS, develops, manufactures
and markets broadband communication products and hand-held computers,
including its flagship product, the Orasis(TM).


DELTA FUNDING: Fitch Affirms BBB & BBB- Ratings on HEL Securitizations
----------------------------------------------------------------------
Fitch has affirmed the ratings on nine 'BBB' rated classes and one 'BBB-'
rated class from Delta Funding (Delta) HEL securitizations.  In Sept. 1999,
Fitch IBCA placed nine 'BBB' rated classes and one 'BBB-' rated class from
Delta's HEL securitizations on Rating Alert Evolving. The action was taken
due to concern regarding potential effects on pool performance stemming
from regulatory actions and litigation being brought against Delta by the
New York State Banking Department (Banking Department) and the New York
State Attorney General (Attorney General) respectively. The actions and
litigation were centered around accusations of predatory lending practices
by Delta.

Additionally, the U.S. Department of Justice (DOJ), the U.S. Department of
Housing and Urban Development (HUD) and the Federal Trade Commission (FTC)
expressed concerns similar to those of the Banking Department and the
Attorney General.

Fitch was concerned that the publicity surrounding these events may
encourage borrowers to litigate against Delta rather than honor mortgage
commitments. Additional concerns focused on regulatory oversight that could
impact Delta's ability to service loans, particularly with regard to
carrying out foreclosures.

In March 2000, Delta reached an agreement with all three federal agencies.
This agreement is part of a global settlement that was previously entered
into with the Banking Department and the Attorney General. The resolution
of the litigation and the settlement terms have not materially impacted
Delta's servicing capabilities and loan pool performance. The settlement
agreements prohibit Delta from certain lending practices going forward and
require specific disclosure on future loans, amongst other requirements.
Further, a small number of borrowers are being offered financial relief. No
single securitization has more than a small percentage of loans being
effected. After a detailed review of the financial relief, Fitch has
concluded that there should be no adverse impact on pool performance.

The affected securities (and their current ratings) are:

    A) Delta Funding Home Equity Loan Trust 1997-2:

         (a) Class B-3, 'BBB';

    B) Delta Funding Home Equity Loan Trust 1997-3:

         (a) Class B-1F, 'BBB';

         (b) Class B-1A, 'BBB';

    C) Delta Funding Home Equity Loan Trust 1997-4:

         (a) Class B-1F, 'BBB';

         (b) Class B-1A, 'BBB';

    D) Delta Funding Home Equity Loan Trust 1998-1:

         (a) Class B-1F, 'BBB';

         (b) Class B-1A, 'BBB';

    E) Delta Funding Home Equity Loan Trust 1998-2:

         (a) Class B-1F, 'BBB';

         (b) Class B-1A, 'BBB';

    D) Delta Funding Home Equity Loan Trust 1999-2:

         (a) Class B, 'BBB-'.


DYERSBURG CORP.: Obtains 50% Bondholder Consent to Restructuring Plan
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Dyersburg Corporation (OTCBB: DBGC) announced that it has reached an
agreement on a restructuring of the Company with an informal committee of
bondholders holding approximately 50 percent of the Company's Senior
Subordinated Notes due on September 1, 2007 and lenders under the Company's
revolving credit facility.

The parties have agreed to implement the restructuring through a pre-
negotiated Chapter 11. To ensure that the Company has adequate working
capital to operate its business normally during the restructuring
proceedings, the Company's current bank lenders have agreed to extend the
existing $74 million revolving credit facility as well as roll over a term
loan of $23 million. Additionally, the bank lenders have agreed to decrease
the reserve against borrowing availability under the revolving line of
credit from $7 million to $2.5 million, thereby increasing the Company's
borrowing availability by $4.5 million. Under the restructuring plan,
general unsecured creditors, including all trade creditors, will be
unimpaired.

Under the agreement, holders of Dyersburg's 9.75 percent Senior
Subordinated Notes due September 1, 2007 will receive new common stock
representing 100 percent of all shares issued and outstanding at the
conclusion of the restructuring process and a $15 million Senior
Subordinated Payment-in-Kind Note with a term of 7 years. Additionally, all
existing common stock in Dyersburg Corporation will be cancelled and the
holders of existing common stock will receive two series of warrants to
acquire up to 15 percent of the new common stock. By implementing this
financial restructuring, Dyersburg expects to reduce its total borrowings
on a pro forma basis as of July 1, 2000 from $201 million to $91 million.
Additionally, the Company said that the restructuring would reduce cash
payments for interest on such debt by $12.1 million per year.

T. Eugene McBride, chairman and chief executive officer of Dyersburg Corp.
said, "The strong support of our bondholders for our restructuring plan is
a vote of confidence in Dyersburg's future and reinforces that our
operations have great potential. Dyersburg has been a competitive business
with some significant financial challenges. This restructuring plan is a
major step towards resolving our issues by bringing our debt load to
manageable levels and offering us the flexibility we need to invest in our
future. And because we have already negotiated the major elements of our
restructuring plan with our bondholders and creditors, we expect to be able
to emerge expeditiously from Chapter 11."

Dyersburg is one of the largest domestic marketers of circular knit fleece,
jersey and stretch knit fabrics. The Company produces fabrics that are used
principally for activewear, bodywear, outerwear and various branded
sportswear. Dyersburg also operates a garment packaging business in the
Dominican Republic. For more information, please visit the Company's web
site at www.Dyersburg.com.


EAGLE FOOD: Shareholders to Convene for Annual Meeting Next Wednesday
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The 2000 annual meeting of shareholders of Eagle Food Centers, Inc. will be
held on Wednesday, September 13, 2000 at 8:00 a.m., Central Daylight Time,
at the Milan Community Center, Route 67 and 92nd Avenue, Milan, Illinois.
The matters to be considered and voted upon at the annual meeting are:

    1. The election of eight persons to serve as directors of the company
until the 2001 annual meeting of shareholders or until their successors
shall have been elected and shall have qualified.

    2. A proposal to ratify the 2000 Stock Incentive Plan.

    3. A proposal to ratify the appointment of KPMG LLP as independent
public accountants for the current fiscal year.

The Board of Directors has fixed the close of business on July 28, 2000 as
the record date for determining the shareholders entitled to notice of and
to vote at the meeting. As of July 28, 2000, the company had outstanding
10,939,048 shares of common stock each of which is entitled to one vote on
each proposal presented.


ELDER-BEERMAN: Commencing Tender Offer to Repurchase 22% of Common Shares
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The Elder-Beerman Stores Corp. intends to commence a tender offer for up to
3,333,333 shares of its common stock, representing approximately 22% of its
currently outstanding shares. Under the terms of the offer, the company
will offer to purchase the shares at prices not greater than $6.00 nor less
than $4.50.

Frederick J. Mershad, chairman and chief executive officer, said, "By
providing investors with a near-term alternative to realize above-market
value for their Elder-Beerman shares, the self-tender is the perfect
complement to the long-term strategy that we unveiled earlier this month.
Elder-Beerman's three-part strategic plan is designed to reinforce its
position as the department store of choice in secondary markets in the
Midwest. We are confident that shifting the company's merchandise mix to
emphasize more opening price and moderate price value driven assortments,
as well as accelerating the rollout of our successful, newly developed
concept stores, will enhance long-term value for our shareholders."

Elder-Beerman will determine a single per share purchase price, net to the
seller in cash, without interest, that it will pay for validly tendered
shares, taking into account the number of shares tendered and the prices
specified by tendering shareholders. The company will select the lowest
purchase price that will allow it to purchase 3,333,333 shares or, if a
lesser number of shares are validly tendered, all shares that are validly
tendered and not withdrawn.

The company will pay the purchase price for all shares validly tendered at
prices at or below the purchase price and not withdrawn, subject to
proration. Elder-Beerman reserves the right, in its sole discretion, to
purchase more than 3,333,333 shares. The tender offer will not be
conditioned on any minimum number of shares being tendered.

The tender offer is expected to begin on September 7, 2000, or as soon
as possible after commencement, and will expire twenty business days
thereafter, unless extended by the company.

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

Elder-Beerman's Board of Directors has approved this tender offer. However,
neither the Board of Directors of Elder-Beerman, the Dealer Manager or
the Information Agent is making any recommendation to shareholders as to
whether they should tender any shares. Each shareholder must make his or
its own decision whether to tender shares and, if so, how many
shares.

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


EMPLOYEE SOLUTIONS: Reschedules Annual Shareholder Meeting to Dec. 14
---------------------------------------------------------------------
According to the Phoenix Business Journals, Employee Solutions, Inc.,
announces that its annual shareholder meeting will be held on Dec. 14.  The
Phoenix-based firm is in the process of restructuring its finances and "the
company may reschedule the meeting to an earlier date," Chairman Sara Dial
related.


EQUALNET COMMUNICATIONS: Critical Contractor Says "Pay Me or I'll Walk"
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In March 2000, Equalnet Communications Corp., EqualNet Corporation, and USC
Telecom, Inc., acquired 16,000 long distance customers and certain assets
of the long distance debit card business of Atcall, Inc. The EqualNet
Debtors use a billing system known as "Costguard" to bill its long distance
customers, while Atcall used a billing system known as "ATS" to bill its
long distance customer base. "Costgard" and "ATS" are incompatible, and the
Debtors cannot afford the cost of maintaining two billing systems. Fees
alone for using the "ATS" billing system are approximately $20,400 per
year, and retaining "ATS" would require additional customer service
staffing if the Debtors were to maintain current levels of customer
service. Integration of Atcall's billing system into the Debtors' billing
system is about 50% complete.

Because of the need to integrate the billing of the Atcall customer base
with the rest of the EqualNet Debtors' customer base, the Debtors retained
a former Atcall employee, Brigid K. Sheppard, as an independent contractor
in May 2000. Miss Sheppard formerly served as Atcall's director of
operations and is very familiar with all aspects of Atcall's billing
system.

Miss Sheppard is owed $6,280 for prepetition compensation (at $40/hour) and
$1,843.64 for prepetition expenses. Miss Sheppard is unwilling to continue
her work and complete the project unless she is fully compensated for the
work that she performed prepetition and fully reimbursed for her
prepetition expenses. Moreover, unless the Debtors can arrange payment and
reimbursement promptly, Miss Sheppard is likely to find other projects or
employment and no longer be available to the Debtors.

The Debtors believe that it would be considerably more expensive and time
consuming to complete the integration of the billing systems if Miss
Sheppard were to terminate her employment with the Debtors. Moreover, the
Debtors believe that the reliability of the integrated billing system would
be significantly enhanced if Miss Sheppard continues to participate because
of her detailed knowledge of Atcall's billing system. "It is the Debtors'
position that the cost of satisfying their prepetition obligations to Miss
Sheppard outweigh the costs to these estates if she is not paid and the
Debtors are forced to hire replacement personnel," John F. Higgins, Esq.,
and James Matthew Vaughn, Esq., of Porter & Hedges, L.L.P., tell the U.S.
Bankruptcy Court for the Southern District of Texas in Houston, which
oversees EqualNet's chapter 11 restructuring.

It is well settled, Messrs. Higgins and Vaughn argue as they give a history
lesson in their Motion papers, that a bankruptcy court may authorize the
payment of prepetition obligations where necessary to facilitate a
reorganization. Payment of prepetition obligations is rooted in the
commonlaw "necessity of payment" doctrine, which courts have consistently
applied where failure to pay prepetition obligations posed a real and
significant threat to a debtor's reorganization. In a line of well
established cases, the doctrine was first applied beginning with railroad
reorganizations dating back to the turn of the century. See, e.g., Gregg v.
Metropolitan Trust Co., 197 U.S. 183 (1905) ("the payment of the employees
of the [rail]road is more certain to be necessary in order to keep it
running than payment of any other class of previously incurred debt");
Miltenberger v. Logansport Railway, 106 U.S. 286 (1882) (payment of
prereceivership claim prior to reorganization permitted to prev ent
"stoppage of... [crucial] business relations"). The public's interest in
continued operation of the railroads provided justification for application
of the "necessity of payment" doctrine, which was eventually expanded
beyond railroad reorganizations, beginning with Dudley v. Mealey, 147 F.2d
268 (2d Cir. 1945). In Dudley, the court held that the interest of
creditors in an ongoing enterprise is as sufficient to justify payment of
prepetition claims as is the interest of the public in the operation of the
railroads. 147 F.2d at 271. Thus, the court allowed prepetition payment to
creditors in a hotel reorganization where the creditors furnished supplies
to the hotel which were absolutely necessary to its continued operation.
Id.; see also, In re Ionosphere Clubs, Inc., 98 B .R. 174 (Bankr. S.D.N.Y.
1989). In Ionosphere Clubs, the court recognized that an order authorizing
the debtors to pay certain prepetition wage, salary, medical benefit and
business expense claims was justified by the necessity of payment doctrine,
because such payments were necessary to preserve and protect the debtor's
business and ultimately enable it to reorganize. Ionosphere Clubs, 98 B.R.
at 17576. Similarly, in In re Gulf Air, Inc., 112 B.R. 152 (Bankr. W.D. La.
1989), the court found that payment of prepetition employee wage claims was
essential to the debtor's reorganization efforts because, without payment,
many skilled employees would abandon the debtor's operations. See also In
re Marine Optical, Inc., 10 B.R. 893 (B.A.P.D. Mass. 1981) (court
authorized postpetition payments of prepetition employee claims including
wages and other Prepetition Wages benefits which would be entitled to
priority under 11 U.S.C. Sec. 507(a)(3)); In re Northern Pipeline
Construction Co., 2C.B.C.2d, 475, 477 (Bankr. D. Minn. 1980) (debtors
obtained authority to pay, on a postpetition basis, prepetition employee
related claims as such payments were in the best interest of the estate and
would not significantly affect unsecured creditors).

The "necessity of payment" doctrine is applicable in the instant situation,
the lawyers continue. As was observed by the court in Gulf Air, "retention
of skills, organization, and reputation for performance must be considered
valuable assets contributing to going concern value and aiding
rehabilitation where that is possible." Gulf Air, 112 B.R. at 153. The
relief requested herein permits the Debtors to retain important skills and
maintain the Debtors' reputation for good business practices and
performance, in a manner that is economically advantageous to the Debtors'
estate. Thus, the circumstances giving rise to this Motion provide
compelling justification for the relief requested. The modern day analogue
to the "necessity of payment" doctrine appears in Section 105(a) of the
Code, which provides, in pertinent part: "[t]he court may issue any order,
process, or judgment that is necessary or appropriate to carry out the
provisions of this title." 11 U.S.C. Sec. 105(a). Because payment of the
prepetition obligations set forth in the Motion is absolutely crucial to
Debtors' reorganization, this Court has the authority to order such payment
by virtue of Section 105(a) of the Code. Such power is also recognized in
Ionosphere Clubs, where the court authorized payment of prepetition wage,
salary, medical benefit and business expense claims pursuant to its Section
105(a) powers to effectuate the rehabilitation of the debtors:

        Thus, the Bankruptcy Court's equitable power may be used to
        effectuate the purposes of chapter 11, which include the
        "restructuring of a business" finances to enable it to
        operate productively, provide jobs for its employees, pay
        its creditors and produce a return for its stockholders."

Ionosphere Clubs, 98 B.R. at 177 (citing H.R. Rep. No. 595, 95th Cong., 1st
Sess. 16 (1977)).

Accordingly, the EqualNet Debtors respectfully request that the court enter
an order authorizing them to pay Miss Sheppard $8,123.64 in respect of
compensation for prepetition services as an independent contractor and
prepetition reimbursable expenses without further delay.


FAMILY GOLF: Chief Financial Officer John J. Caliolo Resigns
------------------------------------------------------------
Family Golf Centers, Inc. announced that its Board of Directors accepted
the resignation of John J. Caliolo as the Company's Chief Financial
Officer, effective August 28, 2000.  Mr. Caliolo resigned for personal
reasons.  The Company has not named a new CFO.

Family Golf Centers is the leading owner and operator of golf, ice and
family entertainment centers in the United States. The company filed for
Chapter 11 bankruptcy protection last May 4, 2000 with listed $491.4
million in assets and $338.8 million in liabilities. The company owned and
operated 100 golf facilities and 17 ice skating and family entertainment
centers.


FIRST AMERICAN: S&P Affirms 'BBB' Debt Ratings; Outlook Revised To Negative
---------------------------------------------------------------------------
Standard & Poor's affirmed its triple-'B' issuer credit and senior
unsecured debt ratings on First American Corp. (FAF, formerly known as
First American Financial Corp.)  At the same time, Standard & Poor's
revised its outlook on FAF to negative from stable.

Standard & Poor's also affirmed it double-'B'-plus preferred stock rating
on First American Capital Trust I .

Major Rating Factors:

    a) Strong financial flexibility. As of June 30, 2000, FAF's debt to    
        total capital was 15.7%, and debt-plus-preferred to total capital
        was 23.7%.  GAAP fixed-charge coverage was strong at 5.3 times (x).

    b) Earnings diversification. Revenues produced by counter-cyclical
        acquisitions accounted for roughly 17% of FAF's 1999 GAAP pretax
        earnings and should provide stability to title revenue fluctuations
        during market downturns. However, current reported earnings remain
        below expectations.

    c) Strong market position. In 1999, First American Title Insurance Co.
        (FATICO), a nonrated core subsidiary of FAF, had a 24.4% national
        market share based on direct title writings and was the second  
        largest out of the top six title insurers. Since 1995, FATICO has  
        gained its market status predominantly through acquisitions, which   
        have also enhanced the company's position in the Eastern and
        Midwestern markets through an increasing agency force.

    d) Good operational results. In 1999, FAF's 95.4% combined ratio
        (including a high expense ratio of 91.4%) was better than the 95.5%  
        peer market average. However, its ROR, at 5.5%, was modest because
        of nonrecurring earnings adjustments and less-than-adequate
        expenditure management.

    e) Good reserve adequacy. In 1999, on a GAAP basis, FATICO's reserves to
        five-year average paid losses ratio was 3.1x, which was well below
        its peer market average of 7.7x and its own five-year average of
        3.3x. In 2000 and 2001, Standard and Poor's expects this ratio to
        remain above 3.0x, which is minimally adequate for recent loss  
        activity.

    d) Geographic concentration. In 1999, 40% of FATICO's direct premium
        writings were concentrated in four states. California represents the
        largest concentration of FATICO's writings (20.8% in 1999) and
        remains an unsteady revenue source because of the state's
        fluctuating economic developments.

    e) Industry risk. Standard & Poor's believes FATICO will continue to
        maintain a well-diversified mix of policies in force. However, the
        company's changing business mix will be tempered by economic
        factors, client demand, and competitive title and mortgage market
        conditions.

OUTLOOK: NEGATIVE

The revised outlook reflects FAF's aggressive acquisition strategy and
weak operating results. Additional concerns are declining real estate
activity, operational pressures, integration of FAF's recent requisitions,
and the uncertainty that arises from an active acquisition strategy.

Standard & Poor's believes that over the next three years, expenditure
management at FAF will remain a critical issue, as the company's
integration risk increases with each acquisition's assimilation into its
operational structure. FAF is expected to maintain an expense ratio of 92%
or less and a loss ratio of 6% or lower as it diversifies into new business
segments. Unless there is a market downturn in 2000 and 2001, FAF's
financial flexibility willremain strong, with a debt-to-capital ratio of
about 20%, a debt-plus-preferred to total capital ratio of approximately
25%, and fixed-charge coverage between 5x-7x, Standard & Poor's said.


FREDERICK'S OF HOLLYWOOD: Committee Lends Support to 365(d)(4) Extension
------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Frederick's of Hollywood,
Inc. and certain of its affiliates replies to the opposition of Hollywood
Orange Land, LLC to the debtor's motion for an order extending the time to
assume/reject leases.

The Committee is of the belief that the lease in question, covering
premises located directly adjacent to Mann's Chinese Theater represents
such a valuable asset to the estates, that the debtors should have an
extension through March 31, 2001 to determine whether to assume or reject
the lease.


GARDEN CITY: Trustee Says Business Stabilized & Cash Flow Positive
------------------------------------------------------------------
Garden City, Inc.'s "operations . . . have been stabilized . . . and are
currently generating substantial positive cash flow," Peter J. Benvenutti,
Esq., of Heller Ehrman White & McAuliffe, LLP, counsel to Chapter 11
Trustee Frederick S. Wyle, says in papers filed with the U.S. Bankruptcy
Court for the Northern District of California. The positive cash flow, Mr.
Benvenutti explains to the Honorable Marilyn Morgan, is attributable
primarily to "substantial economies effected by the Trustee and the
agreement of the Debtors' lessors to accept partial payment of post-
petition rent and defer the manor portion of their rent entitlements."

Mr. Wyle sees that the future of Garden City's chapter 11 case will depend
on the successful resolution of three major issues:

    (A) the effect of increasing restrictions on the operations of card
        clubs in San Jose, including under revisions of the San jose gaming
        ordinance (slated to become effective in August 2001) and the widely
        publicized desire of the San Jose mayor and certain other public
        officials to eliminate card clubs in San Jose;

    (B) the substantial amounts (approximately $8 million) due on the
        Debtor's principal leases, which will have to be cured or
        compromised as part of any sale or plan of reorganization, and the
        possible need to restructure the leases on a go-forward basis; and
    
    (C) finding a source of funding -- either through sale or investment --
        for payments required to confirm a plan.

These issues are interrelated, Mr. Benvenutti says. "In particular, the
Trustee believes it will not be possible to solve the lease or funding
problems unless and until the issues regarding the impending changes to the
San Jose ordinance and the threats by public officials to 'shut down'
legalized gaming in San Jose have been satisfactorily resolved.
Accordingly, the Trustee is developing a strategy to address the San Jose
political pressures and restrictions; the Trustee anticipates that it will
take many months, and perhaps a year or more, to implement this strategy
successfully. Meanwhile, the Trustee proposes to continue operating the
Debtor's business in Chapter 11 and to make additional operational
improvements as circumstances permit."

Garden City, Inc., filed for chapter 11 protection in February, 2000.
Michael W. Malter, Esq., of Binder & Malter in Santa Clara, serves a
counsel to the Debtor. Michael A. Isaacs, Esq., of Luce, Forward, Hamilton
& Scripps LLP in San Francisco represents the Official Committee of
Unsecured Creditors.


GEOTELE.COM: How Much Does it Cost to Restructure a Dot.Com?
------------------------------------------------------------
Professionals retained in the Geotele.com, Inc., f/k/a Transco Research
Corporation, will go before the Honorable Burton R. Lifland in Manhattan
this month to seek approval of their Final Applications for Compensation
and Reimbursement of Expenses.

The total tab to get Geotele.com into the chapter 11 process on January 14,
2000, and out of the bankruptcy court under a confirmed plan of
reorganization delivering 4 cents-on-the dollar to unsecured creditors:
$50,000.  The benefit to the Debtor: $900,000 of debt wiped from the
balance sheet and eliminating more than $2.7 million of general unsecured
claims that surfaced during the proof of claim process.

Douglas J. Pick, Esq., of Douglas J. Pick & Associates, served as counsel
to Geotele.com. Mr. Pick presents the Court with a final fee application
seeking $39,211 for professional fees and reimbursement of $2,202.30 in
expenses. Howard Fishman, of Rockville Centre, New York, is looking for
$10,045 for his fees as the Debtor's accountant during the chapter 11
process.

In March, 1996, Transco Research Corp. was a shell corporation that was
offered for sale and ultimately purchased by Guy Cohen, President of the
Debtor. Mr. Cohen commenced trading its shares over the Bulletin Board
sometime in May, 1996. The company conducted primarily research and
development which resulted in the idea of designing a pre-paid calling card
vending machine. The company had believed that a vending machine that
accepted credit and debit cards would do well in airports, hotels, malls or
wherever travelers might be in need of a convenient way to purchase
discounted long distance telephone time.

When the vending machine concept was ready to market in early 1997 (at that
time the Debtor had negotiated a deal with MCI to provide Transco Research
with a pre-paid telephone time that the vending machines would dispense),
Transco Research had become involved with the overall pre-paid telecom
business with opportunities to expand beyond vending into the realm of the
conventional pre-paid industry. Accordingly, Transco Research started to
print and distribute plastic phone cards to convenience stores nationwide.
Realizing that the key to a successful pre-paid program was the "discount"
offered to the consumer, Transco Research conducted intensive negotiations
with many carriers for telephone time to different countries at a
beneficial price. It quickly became obvious that becoming an interchange
carrier ("IXC") service was more profitable than the manufacture of vending
machines.

In November of 1997, Transco Research filed with the FCC for a license and
became an approved long distance carrier. Transco Research quickly shifted
from the concept of vending machine marketing to leasing and/or sub-leasing
a Switch Lease to terminate telephone calls made on its pre-paid cards and
also to sell, on wholesale basis, the few international routes that it had
then procured.

By May, 1998 the wholesale telephone business experienced tremendous
growth. Transco Research's roster grew to over fifty (50) clients included
MCI, Worldcom, Frontier, Cable & Wireless, Star and IDT. The company was
carrying international phone calls to over 200 countries and, therefore,
needed a larger switching facility. Since to purchase a new telephone
switching facility would had cost a minimum of $2 million dollars, Transco
Research could only seek to purchase or merge with a company that was
already in possession of one.

In March of 1998, Transco Research signed a contract to purchase the assets
of one of its suppliers, Communications Network Exchange, Inc. (Comnex)
located in Boca Raton, Florida which possessed a Telephone Switch Lease
with Telecommunications Finance Group. Unfortunately, sometime shortly
after March of 1998 and although Transco Research had grown to over forty-
five employees, wholesale margins for international phone calls were
diminishing due to pressure from increased competition, over build-out and
technological advances. Consequently, the company's revenue significantly
dropped in 1999.

At the same time the advent of "Voice Over Internet Protocol" ("VOIP")
developed which allowed telephone calls to be carried to anywhere in the
world at a substantially reduced cost basis. Faced with shrinking margins,
high SG&A and monetary losses, Transco Research could no longer sustain its
business. Accordingly, a decision was made in March of 1999 to reposition
the company to specialize in internet and data transport and VOIP phone
calls originating in the United States and terminating in third world
countries where margins were still high. In furtherance thereof, the
Company changed its name to Geotele.com, Inc., and began to enter this new
field of technology. However, before the company could implement its
strategy, and in December, 1999 a judgment was entered against the Debtor
which forced it to file for protection under Chapter 11 of the United
States Bankruptcy Court. Currently, the company is pursuing its goal to
open VOIP phone routes to countries like China, the Philippines, Peru,
Bangladesh and Indonesia.

Disaster struck when ITXC Corp. obtained a $275,844.12 judgment against
Geotele.com, initiated proceedings to foreclose on the Company's assets and
bank accounts, and the Company was unable to continue paying legal fees
being incurred in the defense of various pending litigations in different
jurisdictions within the United States.

At the time of Geotele.com's chapter 11 filing, Mr. Pick says that he was
aware that Internet retailing companies were being unloaded at fire sale
prices and that certain online merchants were selling their companies at
sharp discounts. By way of example, Mr. Pick points to German multimedia
giant, Bertelsmann AG, which had recently declared that it was buying CD
Now Inc. for $117 million, an 80% mark down from the online music
retailer's value in its 1998 initial public offering. Also, in April, 2000,
Charles Schwab Corp. and four other investors purchased a 25% stake in E-
Loan for $40 million dollars, a 73% discount from the online loan broker's
June, 1999 IPO. For a third example, Mr. Pick recalls that Pets.com had
purchased (in June, 2000) rival Petstore.com , for approximately $14
million in stock, at a time that Petstore.com had gone through roughly $110
million of its investors cash. Mr. Pick was concerned that many e-tailers
would simply go out of business because no one would want to buy their
failing companies at any price and was equally aware that many well
established companies were likely to start snapping up Internet upstarts.

Mr. Pick says that he "had genuine concerns about the possibility of
successfully reorganizing a dotcom entity.  Nonetheless, [we] endeavored to
reorganize the Debtor in the fastest possible time so as to minimize its
post-Petition expenses."


GLANBIA PLC: Moody's Confirms Rating At Baa3; Outlook Change To Negative
---------------------------------------------------------------------------
Moody's Investors Service confirmed the Baa3 issuer rating of Glanbia plc,
but changed the rating outlook from stable to negative. The change in
outlook is based on a continuing erosion in the profitability of several of
the company's businesses, and Moody's concerns that a sustainable recovery
may take longer than anticipated. The company's ratings incorporate
management's efforts to reduce debt and interest costs, as well as
continuing growth and profitability in Glanbia's US operations.

The following ratings have been confirmed:

    a) Glanbia Plc: - Baa3 issuer rating

    b) Avonmore Delaware, L.P - USD $100 million guaranteed cumulative
                                 preferred stock issue at "ba2"

    Rating outlook:

"Negative. Glanbia faces significant competitive challenges in several key
markets. A failure to restore profitability and financial measures over the
intermediate term could lead to a downgrade.

Glanbia's UK cooked meat operations suffer from higher input costs,
combined with industry overcapacity and strong competitive pressure. While
raw material availability is likely to ease in the future, the prospects
of a durable return to profitability of this business is uncertain. This
will depress Glanbia's earnings in the current year, despite stable or
improved performances in Glanbia's other businesses.

Glanbia has sustained its efforts to reduce working capital, has disposed
of some non-strategic businesses, and has cut it dividend. This should lead
to a reduction in debt and interest costs. Further improvements in that are
will depend on Glanbia's strategic assessment of its business portfolio,
but will also depend on management's ability to stabilise and eventually
restore Glanbia's operating performance.

But overall, Moody's believes that Glanbia will remain exposed to a number
of commodity products, which is likely to result in a continuing volatility
in operating performance.

Based in Kilkenny, Ireland, Glanbia plc ranks among the largest Irish food
companies. Its operations are spread between Ireland, the UK and the US,
and its businesses include milk and dairy products, meat processing, and
distribution of agricultural products. It had revenues of IRP 2 billion in
1999.


GLOBAL COMMUNICATIONS:  Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------------------
Debtor:  Global Communications, Inc.
          4544 West Russell Road
          Suite H
          Las Vegas, NV 89118

Type of Business:  Communications

Chapter 11 Petition Date:  August 31, 2000

Court:  District of Nevada

Bankruptcy Case No:  00-16622

Judge:  Robert C. Jones

Debtor's Counsel:  Michael J. Dawson, Esq.
                    State Bar No. 000944
                    626 South Third Street
                    Las Vegas, NV 89101
                    (702) 384-0111

Total Assets:  $ 5,000,000
Total Debts :  $   923,122

20 Largest Unsecured Creditors

Skyword Marketing             Advertising Services       $ 17,740

Intellimark                   Employment Services        $ 16,875

Hickman Telcom, Inc.          Telephone System           $ 12,548

JMA Architecture Studios      Drawings                   $ 11,270

Lloyds                        Air Conditioning   
                                Services                   $ 8,093

R.E. Dean                     Trade Debt                  $ 5,826

JCH Wire & Cable              Cable Supplies              $ 4,157

Business Communications       Trade Debt                  $ 3,338

Micar                         Engineering Services        $ 2,995

Learning Tree                 Education Services          $ 2,295

Capital One                   Credit Cards                $ 1,929

Xerox                         Copier Services             $ 1,226

K&K Door & Trim               Trade Debt                  $ 1,072

Dupont Floorings              Trade Debt                    $ 870

Netopia                       Trade Debt                    $ 869

Avenet                        Trade Debt                    $ 631

Boise Cascade                 Trade Debt                    $ 241

First Bank of Marin           Credit Card Charges           $ 237

Laser World                   Printer Services              $ 154

Verizon Wireless              Trade Debt                     $ 67


HARNISCHFEGER INDUSTRIES: Beloit And South Shore Clarifies Taxes In Sales
-------------------------------------------------------------------------
At the closings of sales of certain Properties by Harnischfeger Industries,
Inc.'s Beloit and South Shore affiliats, title insurance companies have
refused to insure over the Prepetition Taxes and the Prepetition
Assessments without placing the amount in escrow, claiming that it was
unclear whether they were covered by the definition of "Encumbrances" in
the Sale Motions, and whether the Court's Orders authorized the sale of
the properties free and clear of the Properties Taxes and the Prepetition
Assessments.

Accordingly, Beloit Corporation and South Shore Development LLC seek an
order from the U.S. Bankruptcy Court in Wilmington, Delaware, clarifying
that: (a) the Properties were sold free and clear of the Prepetition Taxes
and the Prepetition Assessments, (b) the Taxing Authorities' claims for
such Prepetition Taxes and Prepetition Assessments, where relevant, will
attach exclusively to the proceeds of the relevant sale, (c) any interest
and/or penalties levied by the Taxing Authorities with respect to the
Prepetition Taxes and/or Prepetition Assessments be declared invalid, and
(d) the Taxing Authorities be directed to remove the Prepetition Taxes and
the Prepetition Assessments (where relevant) from their respective tax
rolls.

The respective prior orders for clarification are:

(i)  regarding SSD, the August 25, 1999 Order authorizing SSD, pursuant
       to sections 363 and 365 of the Bankruptcy Code, to

      (a) assume a Real Estate Sale Agreement with FF Realty LLC,

      (b) sell the SSD Property subject to such contract, and

      (c) pay the related brokerage commission, and

(ii) regarding Beloit, the April 18, 2000 Order, together the SSD Order,
       authorizing Beloit to sell certain assets (including real property
       located at St. Lawrence Avenue, Beloit Wisconsin to a Joint Venture
       comprised of MBA Acquisition, Inc. Ltd., Realty Acquisition Co.,
       Yoder Machinery Company, Weldon F. Stump & Company, Inc., Mohawk
       Machinery, Inc., Guiffre I, LLC and Perfection Machinery, Inc.

The SSD Property consists of three tax parcels with respect to which there
are unpaid general real estate taxes and special assessments levied by the
City of St. Francis where the SSD Property is located. For 1999, the
amounts are:

      Prepetition           $ 111,860
      Postpetition          $ 148,196 ($ 74,098 paid,
                                       $ 74,098 due and payable)
                           ----------
      Aggregate             $ 260,056

In addition, St. Francis has levied:

      sanitary assessment
       prepetition                 $ 102,676
      weed cutting assessment
       prepetition                 $     813
       postpetition                $   1,077
      resurfacing assessment
       postpetition                $   2,765 paid

The Beloit Property consists of four tax parcels with respect to which
there are unpaid prepetition real estate property taxes in the amount of
$97,860 levied by the Rock County and accrued prior to Beloit's bankruptcy
filing. Beloit tells the Court it has paid the real estate taxes that
accrued with respect to the Beloit Property for the period from June 7,
1999 through May 9, 2000.

In support of their requested relief, the Moving Debtors draw upon Section
363(f) of the Bankruptcy Code which authorizes the debtor in possession to
sell property of the estate "free and clear of any interest in such
property of an entity other than the estate", if:

    (1) applicable nonbankruptcy law permits sale of such property free and
         clear of such interest;

    (2) such entity consents;

    (3) such interest is a lien and the price at which such property is to
         be sold is greater than the aggregate value of all liens on such
         property;

    (4) such interest is in bona fide dispute; or

    (5) such entity could be compelled, in a legal or equitable proceeding,
         to accept money satisfaction of such interest.

The Debtors assert that the term interest, while not defined in the
Bankruptcy Code, is generally accepted to include liens. The Debtors argue
that since section 363(f) is written in the disjunctive, if any one of the
five conditions is met, the Debtors may sell the Properties free and clear
of Encumbrances and in the present case, the sales of the Properties meet
at least one of the five conditions.

To assert that the sales meet at least one of the five conditions, the
Debtors draw the Judge's attention to 363(f)(2) about consent, and argue
that because the Taxing Authorities were given proper and timely notice of
the Sale Motions, the Orders and the sales of the Properties free and
clear of liens, but have not raised objections, they have impliedly given
their consent to the sales of the Properties free and clear of their liens
and agreed that their liens will attach to the proceeds of the sales. With
respect to 363(f)(3), the Debtors point out that the purchase price for
the SSD Property is $8,040,000 which is bigger than the aggregate value of
$367,388 for all liens on the SSD Property.

The Debtors therefore conclude that under the terms of the Orders, the
Properties were properly sold free and clear of all liens of the Taxing
Authorities, including their respective liens for the Prepetition Taxes
and the Prepetition Assessments.

Accordingly, the Moving Debtors ask the Court to enter an order:

    (a) affirming that the Properties were sold free and clear of all
         interests of the Taxing Authorities, including the Taxing
         Authorities' liens for the Prepetition Taxes and the Prepetition
         Assessments, with such liens attaching to the proceeds of the
         relevant sale;

    (b) authorizing the Moving Debtors Beloit and South Shore to pay the
         Prepetition Taxes and the Prepetition Assessments (exclusive of any
         interest and/or penalties) pursuant to the terms of their plan(s)
         of reorganization;

    (c) directing the Taxing Authorities to remove the relevant Prepetition
         Taxes and the Prepetition Assessments from their tax rolls.
(Harnischfeger Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HEALTHCARE RESOURCES: U.S. Trustee to Conduct 341 Meeting on Sept. 22
---------------------------------------------------------------------
On July 31, 2000 Healthcare Resources Corp. filed a Chapter 11 case in the
US Bankruptcy Court, District of Delaware.  The debtor is an affiliate of
Genesis Health Ventures, Inc.  A meeting of creditors is scheduled for
September 22, 2000 at 10:00 AM.


HEILIG-MEYERS: Equity Security Holder Objects to Retention of Lazard Freres
---------------------------------------------------------------------------
B&C Investments LLC objects to the retention of Lazard Freres & Co. as the
investment banker and financial advisor of Heilig-Meyers Company, et al.

B&C is the largest equity security holder of the parent debtor, and submits
its objection since the time for objecting to the appointment is prior to
the hearing for establishing an equity committee. Initially, and without a
committee B&C objects to the payment to Lazard Freres of $150,000 per month
and $8 million upon a "restructuring" of the debtors.

In addition, and by separate motion B&C believes that there may also be
objections to the debtors' rejection of certain nonresidential real
property leases, which, according to B&C should be marketed and sold rather
than rejected at this stage of the bankruptcy cases.


HOUSING RETAILER: Obtains Extension of Solicitation Period through Jan. 3
-------------------------------------------------------------------------
The US Bankruptcy Court, District of Delaware, entered an order on August
22, 2000 extending the exclusivity period during which Housing Retailer
Holdings, Inc. and H Squared LLC shall have the exclusive right to solicit
acceptances of their plan of reorganization.  The period is extended though
and including January 3, 2001.


HVIDE MARINE: Bank Group Agrees to Require Lower Year-End Pay-Down
------------------------------------------------------------------
Hvide Marine Incorporated (OTC Bulletin Board: HVDM) (HMI) announced it had
reached agreement with its bank group on an Amended Credit Agreement under
which the amount of debt the Company is required to prepay by year-end has
been reduced from $60 million to $40 million. To date, the Company has
prepaid approximately $22 million of bank debt through the sale of 20
vessels. The new agreement also removes the requirement for the Company to
pay down $35 million of debt by August 31.

"This is good news and gives us the flexibility going forward to maximize
our earnings potential," commented Chief Executive Officer Gerhard E. Kurz.
"It also shows recognition by our bank group that business conditions,
particularly in the offshore markets, are improving, and that the sale of
strong revenue-producing assets, which have further growth potential, would
not be in the best long-term interests of our shareholders and creditors."

With a fleet of 255 vessels, HMI is a leading provider of marine support
and transportation services, primarily to the energy and chemical
industries. HMI provides benchmark quality service to its customers based
on innovative technology, the highest safety standards, modern efficient
equipment and dedicated, professional employees. Visit HMI on the Web at
http://www.hvide.com.


IGI, INC.: Shareholders to Convene for Special Meeting on September 18
----------------------------------------------------------------------
IGI Inc. is notifying shareholders of a special meeting of stockholders to
be held at One Battery Park Plaza, 34th Floor, New York, New York
10004-1490 on September 18, 2000, at 10:00 a.m., local time.
At the special meeting, stockholders will be asked to consider and vote
upon a proposal to approve the sale to Lohmann Animal Health International
of certain of the assets associated with the company's poultry vaccine
products line of business currently operated by the company's Vineland
Laboratories division.

The company is seeking stockholder approval of the sale saying that the
sale will be structured as a sale of certain assets of the company's
Vineland Laboratories division under the Asset Purchase Agreement dated
June 19, 2000 between the company and Lohmann. The company's obligations
under the Agreement are subject to, among other things, obtaining the
approval of a majority of the outstanding shares of the company's common
stock.


JUMBOSPORTS: Sale of Lexington, Kentucky, Property Fetches $1,900,000
---------------------------------------------------------------------
The US Bankruptcy Court, Middle District of Florida, Tampa Division entered
an order granting JumboSports Inc. the authority to sell real property
located in Lexington, Kentucky to Royce G. Pulliam M& A, LLC for $1.9
million.


KITTY HAWK: Taps Grant Thornton as Auditor and Tax Accountant
-------------------------------------------------------------
Kitty Hawk, Inc., et al. seeks court authority to retain and employ Grant
Thornton LLP as auditor and tax accountants for the debtors.

The debtors seek to employ and retain the firm as its auditor and tax
accountants with regard to tax compliance. The firm is being retained to
provide audit, tax compliance and consulting services to the debtors on tax
matters and to prepare the federal and state income tax returns for the
year ended December 31, 1999 for the debtors. The firm will also audit the
debtor's 1999 financial statements and agrees to deliver the audit by
September 30, 2000.

The current hourly rates for the service team designated to assist the
debtors are:

         Partner:                   $300-$320
         Senior Manager:            $230-$250
         Manager:                   $200-$215
         Staff:                      $85-$120
         Administrative                   $65

The firm agrees to a fee of $140,000 for auditing the 1999 financial
statements.


KMART CORPORATION: Appoints Mark S. Schwartz Executive VP for Operations
------------------------------------------------------------------------
Kmart President and Chief Operating Officer Andy Giancamilli announced the
appointment of Mark S. Schwartz, 40, to the post of Executive Vice
President, Store Operations, effective immediately.  Schwartz will be
responsible for the operation of all 2,164 Kmart, Big Kmart and Super Kmart
stores and report directly to Giancamilli.

"As Kmart's senior store operations executive, Mark Schwartz will be
instrumental in achieving our strategic imperatives of dramatically
improving retail execution to reach world-class standards and ensure all of
our actions are aimed at creating a more satisfying shopping experience for
all Kmart customers," said Giancamilli.  "Mark's competitive drive,
supercenter experience, extensive understanding of what shoppers expect
from their local discount store, and disciplined approach to retail
execution will be of great benefit to Kmart."

For 16 years, Mark Schwartz was an operations executive with Wal*Mart,
where he served as President & Director General of Wal*Mart Supercenters
Stores in Mexico from 1996 to 1998.  Also at Wal*Mart, he held the post of
Senior Vice President for Wal*Mart Supercenters and had operational
oversight as Wal*Mart grew its supercenter stores in the U.S. from 10 in
1989 to nearly 400 in 1996.  Since leaving Wal*Mart, he served as President
& Chief Executive Officer of Hechinger Corporation and President & Chief
Executive Officer Big V Supermarkets, Inc.

Mark Schwartz began his retailing career at the age of 16 working for
Woolco Department Stores in Texas, where he become a store manager at age
22.

He is a graduate of the University of Texas at San Antonio, is married and
hasfour children.

Kmart Corporation (NYSE: KM) serves America with 2,164 Kmart, Big Kmart
and Super Kmart retail outlets.  In addition to serving all 50 states,
Kmart operations extend to Puerto Rico, Guam and the U.S. Virgin Islands.  
More information about Kmart is available on the World Wide Web at
http://www.bluelight.comin the "About Kmart" section.


LOEHMANN'S, INC.: Delaware Court Confirms Debtors' Second Amended Plan
----------------------------------------------------------------------
Loehmann's, Inc. (OTC:LOEHQ) announced that the Company's Second Amended
Plan of Reorganization has been confirmed by the U.S. Bankruptcy Court for
the District of Delaware. The approved plan, which will facilitate the
Company's formal emergence from Chapter 11, is expected to become effective
in approximately two weeks.

Robert N. Friedman, Loehmann's Chairman and Chief Executive Officer,
commented, "We are very pleased with the progress the Company has made over
the last year in our effort to exit from Chapter 11. We believe that our
ability to emerge is a testament to the strength of the Company and an
indication of what the future holds for Loehmann's. We are excited to be
entering a new era and look forward to the opportunities that lie ahead."

Loehmann's, Inc. is a leading specialty retailer of well known designer and
brand name women's and men's fashion apparel, accessories and shoes at
prices that are typically 30% to 65% below department store prices.  
Loehmann's operates 44 stores in major metropolitan markets located in 17
states.


LOEWEN GROUP: Debtors Move to Reject 33 Non-Competition Agreements
------------------------------------------------------------------
The Loewen Group, Inc., and its hundreds of debtor and non-debtor
affiliates are parties to Noncompetition Agreements under which they are
obligated to make periodic payments in return for the respective non-debtor
parties' convenant not to compete. In this motion, the Debtors seek
the Court's authority for the rejection of 33 Noncompetition Agreements,
pursuant to section 11 U.S.C. Sec. 365.

The Debtors state simply in the motion that, after consultation with their
financial advisors and the applicable members of their field management on
a contract-by-contract basis, they have determined that the burdens of
complying with each of these Agreements outweigh the benefits to their
estates of continued performance.

Judge Walsh will entertain the Debtors' Motion at a hearing scheduled for
September 12, 2000, at 2:00 p.m. (Loewen Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Consolidates US & Canadian Administrative & Corporate Offices
---------------------------------------------------------------------------
As part of its plan to emerge from creditor protection as a superior
operating company and a leader in the funeral and cemetery services
industry, The Loewen Group Inc. (TSE:LWN) will consolidate its eight
existing United States and Canadian administrative and corporate offices
into three offices.

The Company has been under court protection from creditors since June 1,
1999 when it filed under Chapter 11 of the U.S. Bankruptcy Code and the
Canadian Companies' Creditors Arrangement Act. It is currently engaged in
discussions with its principal creditors concerning the terms of its plan
of reorganization.

John S. Lacey, Chairman of the Board, announced that Cincinnati, OH will
become one of the Company's two administrative support centers and that the
Company's U.S. operations offices in Conroe, TX and its credit and
collections office in Philadelphia, PA as well as smaller offices in
Atlanta, GA and Whittier, CA will be closed.

Mr. Lacey also announced that all Greater Vancouver area administrative
functions will be consolidated at the nearby Metrotown (Burnaby)
administrative support center, where the existing leases have been
extended. The Company's executive offices will relocate from Burnaby, B.C.
to Toronto in order to bring senior management closer to the Company's
principal markets. The existing executive office facility in Burnaby will
be closed and sold.

The net impact of these changes will streamline the number of Loewen
Group's North American administrative and corporate offices from eight to
three: Toronto, Cincinnati and Vancouver (Burnaby).

"This is the latest of many changes over the past 14 months designed to
streamline our administrative and operating structure and to move the
culture of our Company away from a focus on acquisitions to providing the
best customer service in our industry at competitive prices," Mr. Lacey
said.

Mr. Lacey said the relocation of the senior executives to Toronto will
accelerate the Company's focus on operations and customer service, and will
save travel costs and management time. "A long-standing problem of this
company has been that senior people have been too removed from operations.
Placing ourselves in the middle of the continent will improve our ability
to spend time at our locations where our business happens."

Paul A. Houston, President and Chief Executive Officer, said that
streamlining the Company's management structure is consistent with its
philosophy. "Operating decisions are best made locally while strategic
policy directions are set at the executive level. These changes announced
today will free up capital, reduce operating expenses and improve the
Company's internal communications."

Mr. Houston said the Company has made substantial progress in recent months
in the processing of claims and preparation of a plan of reorganization and
is holding discussions with creditor representatives. "The Company is
committed to emerging from Chapter 11 and the CCAA proceedings at the
earliest feasible time," he said.


MANSHUL CONSTRUCTION: District Court Favors Geron Against the Schulman's
------------------------------------------------------------------------
Salomon Green & Ostrow P.C. announced that the U.S. District Court in the
Southern District of New York ruled in favor of Yann Geron, the trustee for
Manshul Construction Corp.  Geron, who was represented by Salomon Green &
Ostrow P.C., had sought to recover over $15 million in transfers made to
family members and others by Allan Schulman, the Company's president and
sole shareholder prior to the Company's Chapter 11 filing. Schulman had
claimed that the transfers were made for legitimate estate and tax planning
purposes, but the Court rejected the defense. (New Generation Research,
Inc. 6-Sep-00)


MEDICAL COMMUNITY: State of Texas Puts Insurance Company into Receivership
--------------------------------------------------------------------------
The Texas Department of Insurance has placed Medical Community Insurance
Co. of Harris County in temporary receivership, as stated in the Houston
Chronicle. The physician-owned company specialized in major medical
insurance for small employers in Texas. Heritage National Insurance Co. of
Tulsa will be taking over its policies effective immediately. According to
the insurance department, the company is already seeking for parties to
serve as deputy receiver whose job would be to turn all assets into cash
and to pay off its debts.

Medical Community Insurance started its Texas operations with $ 1 million
in premiums, which grew to $ 12 million by 1999. The company provided
health coverage for about 10,000 people. It was a subsidiary of Physicians
Inc., which the Harris County Medical Society created. More than 1,400
Houston-area doctors own Physicians.


MERIDIAN CORPORATION: Change in Committee Composition
-----------------------------------------------------
Ronald Lusk CEO for Southland Medical Supply Company has resigned as a
member of the Official Committee of Unsecured Creditors. The Committee is
comprised of the following members:

            Mr. Wesley N. Perry
            125 Harrogate Road
            St. Simons Island, GA

            LINC Capital Management
            Attn: John Peternard
            303 East Wacker Drive, 10th Floor
            Chicago, IL

            Gulf South Medical Supply, Inc.
            One Woodgreen Place
            Madison, MS

            Medline Industries, Inc.
            One Medline Place
            Mundelein, IL

            Panza, Maurere, Maynard & Neel, PA
            3600 North Federal Highway
            NationsBank Building 3rd Floor
            Ft. Lauderdale, FL

            Health Care Partners
            10500 Bluegrass Parkway
            Louisville, KY


NATIONAL RESTAURANTS: Asks Judge Blackshear to Enter a Final Decree
-------------------------------------------------------------------
A Final Decree for National Restaurants Management, Inc., et al. will be
presented for signature to US Bankruptcy Judge Cornelius Blackshear at the
US Bankruptcy Court, Southern District of New York One Bowling Green, New
York on September 11, 2000 at 12:00 Noon. According to Joshua J. Angel, and
Leonard H.Gerson of the firm Angel & Frankel, PC, the plan has been
substantially consummated. A 2% dividend is to be paid to unsecured
creditors.

The Confirmation Order, National Restaurants notes, is subject to an appeal
by BNP Paribas.


NORTH COAST: S&P Affirms 'CCCpi' Financial Strength Rating for Insurer
----------------------------------------------------------------------
Standard & Poor's affirmed its triple-'Cpi' financial strength rating on
North Coast Life Insurance Co.

Key rating factors include marginal capitalization, high concentration of
assets in preferred stocks, continued volatile earnings, and below-average
liquidity.

Based in Spokane, Wash., the company writes mainly individual life and
individual annuity, including interest-sensitive whole life and term life
policies. North Coast Life has a trademark product called "Versatile Life,"
which includes numerous ordinary life contracts on one policy form.
California, Oregon, Arizona, Washington, and Utah constitute more than
three-quarters of the company's business. North Coast Life, which began
operations in 1965, is licensed in 12 states and in Guam. Its products are
distributed primarily through personal producing general agents.

Major Rating Factors:

    a) North Coast Life's capital ratio is marginal, and the company is
aggressive regarding risk assets as a percentage of capital (222%). The
largest class of risk assets is $6.1 million in preferred stocks, which
represents 98% of capital. A $0.6 million increase in the company's 1999
surplus was achieved primarily by $1.5 million of paid in capital and
$0.6 million in net income, offset by $1.0 million in write-ins for losses
to surplus and a negative $0.4 million as a result of reinsurance.
    
    b) The company's volatile earnings, and its current Standard & Poor's
liquidity ratio of 73.8%, are also limiting factors.

    c) Net premiums written decreased 20.7% in 1999 to $5.1 million.
Together with the current capital ratio, revenue instability is also a
rating factor.

    d) The company's leverage of 7%, as measured by the ratio of capital and
surplus to total liabilities, is aggressive in the context of the company's
current risk-adjusted ROA, another rating factor.

The company (NAIC: 67059) is rated on a stand-alone basis and is not a
member of any insurance group. The company is affiliated with R.J. Martin
Mortgage Co., which holds 23.5% of North Coast Life's common stock. North
Coast Life also holds a 78.2% interest in "West 1124 Riverside Partners," a
general partnership which owns home-office real estate.


NORTHLAND CRANBERRIES: Cliffstar Initiates Fraud Suit Seeking $28 Million
-------------------------------------------------------------------------
In a filing in Federal Court, Cliffstar Corporation, a manufacturer and
processor of private label fruit juice products, accused Northland
Cranberries, a manufacturer and marketer of fruit juice products, of fraud,
bad faith, breach of contract, and tortious interference in the $28 million
sale of Northland's private label juice business to Cliffstar in March
2000.

In the suit, Cliffstar alleges that Northland, during the period of due
diligence leading to the sale of the private label business, purposely
misled Cliffstar about the financial condition of Northland's business
overall and the private label juice business in particular.

Cliffstar said Northland withheld important financial information pertinent
to the sale and represented that it did not maintain certain cost or
profitability information for its private label business. Cliffstar said
that Northland and its senior management misrepresented that it was
operating the business as a sound going concern and that it was not selling
its products below its costs. Cliffstar stated in the suit that had it not
received such representations it would not have entered into the agreement
to purchase the private label juice business, said the company's Chief
Financial Officer Dean Sallak.

In addition to the sale of the private label juice business, Cliffstar
agreed as an integral part of the transaction that it would be the
exclusive sales and marketing agent for the sale of Northland-manufactured
private label cranberry sauce. The suit alleges that Northland refused to
conclude a cranberry sauce agreement.

Cliffstar alleges it was only in position after the closing to discover
that Northland's private label juice business was losing money. The suit
charges that Northland's misrepresentations about no sales below its costs
and its supposed inability to deliver specific financial information about
that business allowed Northland to hide the true financial picture from
Cliffstar.

In its 8-KA report submitted to the SEC subsequent to closing, Northland
published information on the cost and profitability of the private label
juice business that it previously had said to Cliffstar was unavailable.
The published information showed the private label juice business had
significantly deteriorated since the end of Northland's fiscal year in
August 1999.

The suit charges that even during the post-closing transition period,
Northland continued to provide false and misleading financial information,
and only by July 2000, months after completion of the sale, was Cliffstar
able to determine it had acquired an unprofitable business for
substantially more than it was worth.

Cliffstar also claims Northland misappropriated some of Cliffstar's
property and that Northland improperly terminated a co-packing agreement
with Cliffstar so that it could avoid a commitment to make certain
production capacity available to Cliffstar at Northland's Bridgeton, N.J.
facility. Northland has recently stated that it intends to sell or close
the Bridgeton facility as part of a massive financial and operational
restructuring effort that includes outsourcing the marketing of its branded
juice products and seeking new financing.

Cliffstar seeks damages in its suit, including an amount equal to the
difference in value between the business Northland represented and what it
actually sold Cliffstar, plus punitive damages.

Cliffstar is a privately owned company headquartered in Dunkirk, N.Y., and
is the largest private labeled juice processor in the United States.
Cliffstar has processing and bottling facilities in Joplin, Mo., Greer,
S.C., and Fontana, Cal., as well as in Dunkirk and Fredonia, N.Y.


PC SERVICE: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  PC Service Source, Inc.
          2350 Valley View Lane
          Dallas, TX 75234

Type of Business:  PC desktop and notebook repair business

Chapter 11 Petition Date:  August 29, 2000

Court:  Northern District of Texas Dallas

Bankruptcy Case No:  00-35427

Judge:  Robert C. McGuire

Debtor's Counsel:  H. DeWayne "Cooter" Hale, Esq.
                    McGuire Craddock Strother & Hale P.C.
                    500 N. Akard Suite 3550
                    Dallas, Texas 75201

Total Assets:  $ 30,823,000
Total Debts :  $ 48,055,000

20 Largest Unsecured Creditors:

Hewlet-Packard Taiwan, Ltd.
20 Kao-Shuang Road
Ping Chan 324
Tao-Yuan                                $ 1,170,174

Compaq Computer Corp.
6000 Feldwood Road
Lockbox #277203
Atlanta, GA 30384-7203                  $ 1,069,563

Hewlett Packard
P.O. Box 951084
Dallas, TX 75395-1084                     $ 442,912

Chip Factory
151-M South Pfingsten Rd.
Deerfield, IL 60015                       $ 438,316

Image Microsystems
6301 Chalet Drive
Attn: David Taheri
City of Commerce, CA 90040                $ 426,882

MSRC, Inc.
112 Crawley Falls Road      
Brentwood, NH 03833                       $ 333,805

Viking Components
135 S. La Salle Street Dept. 1724
Chicago, IL 60674                         $ 310,101

Hewlett Packard Company
Accounting Service Center
MS41LS Cash Receipts Desk
Cupertino, CA 95014                       $ 292,960

SCI Systems (Pavillion)
P.O. Box 98480
Chicago, IL 60674-1724                    $ 277,302

Melloon US Leasing
P.O. Box 120001 Dept. 0711
Dallas, TX 75312-0711                     $ 271,593

Global Technologies Brokerage
13725 Gamma Road
Dallas, TX 75244                          $ 266,859

Continental Traffic Service Inc.          $ 216,826

Digital West                              $ 196,585

Xtreme Solutions                          $ 187,793

Innovative Computer & Networking          $ 184,728

Quantum News (Pavillion)                  $ 172,000

Copylite Products Corp.                   $ 165,564

Tech Trading                              $ 156,558

Reliable Computer Parts, Inc.             $ 145,637

Peripheral Support, Inc.                  $ 144,118


PENN TRAFFIC: EBITDA Increases 12.7% in Second Quarter; Net Loss $23.6MM
------------------------------------------------------------------------
The Penn Traffic Company (Nasdaq: PNFT) announced that EBITDA for the
second quarter ended July 29, 2000 was $28.2 million, compared to $25.0
million in the prior year, an increase of 12.7 percent.

Same store sales increased 1.3 percent from the comparable prior year
period. Revenues for the second quarter were approximately $629.7 million
compared to $632.7 million in the prior year, a decrease of 0.5 percent.
Net income excluding amortization of excess reorganization value and an
unusual item was $4.3 million or $.21 per share in the second quarter.
During the quarter, the Company recorded a noncash charge of $27.3 million
for amortization of excess reorganization value and an unusual item of $0.9
million associated with the implementation of a warehouse consolidation
project. Amortization of excess reorganization value is a noncash charge
related to the Company's financial restructuring that will end during
calendar year 2002. After deduction of these items, the Company reported a
net loss of $23.6 million or $1.17 per share.

The increase in the Company's EBITDA in the second quarter compared to the
prior year is primarily a result of an increase in same store sales, an
increase in allowance income from the Company's vendors and the benefits of
numerous cost saving initiatives, such as the reduction of shrink and bad
debt expenses. These EBITDA results were achieved notwithstanding year-
over-year increases in promotional spending to drive increased traffic and
launch a number of new capital projects.

"It has now been more than a year since our Company completed its financial
restructuring and we began implementing a business strategy designed to
generate sales and operating income growth," said Joseph V. Fisher,
President and Chief Executive Officer of the Penn Traffic Company.
According to Mr. Fisher, the major components of Penn Traffic's strategy
are:

     --  Reestablish a strong capital investment program

     --  Enhance the Company's merchandising

     --  Improve store operations

     --  Reduce and contain costs

"Our management, associates and shareholders have a lot to be proud of as
we look back over the 14-month period since our financial restructuring was
completed," said Mr. Fisher. He cited some of the Company's key
accomplishments since the middle of last year:

     --  Created a strong management team comprised of Penn Traffic
         veterans supplemented by the additions of some key industry
         professionals
     
     --  Provide our associates with a clear focus on improving customer
         satisfaction and operating our business more efficiently

     --  Enhanced the image of our perishable departments through the
         introduction of our Gold Label meat and Garden Fresh produce
         programs

     --  Established a $100 million 18-month capital program as the first
         step to reestablishing a strong capital investment program (see
         below)

     --  Implemented several cost reduction programs, including completing
         a complex warehouse consolidation project (see below)

     --  Integrated ten New England stores into our operations (see below)

"Our same store sales, an important indication of customer satisfaction,
were positive in the first half of this fiscal year," said Mr. Fisher. "Our
latest twelve month EBITDA has reached $107 million this quarter, the
highest level since late 1998. In addition, we have managed our financial
affairs so that our debt levels are significantly below last year's
expectations; we believe our fiscal year-end debt levels will be only
approximately $330 million, before taking into consideration any future
share repurchases."

"Now that we have completed the first phase of what we believe will be the
Company's return to operational and financial excellence, our strong
financial position enables us to make the right long-term decisions to
continue to invest capital in our core markets and proactively launch
programs that have short-term costs but which we believe will build our
business for the long-term," said Martin A. Fox, Penn Traffic's Executive
Vice President and Chief Financial Officer.

"Our $100 million 18-month capital expenditure program is proceeding on
schedule. Since the beginning of our fiscal year, we have completed 14
major remodels, with nine of these stores relaunched since the beginning of
the second quarter. We expect that these capital projects will enhance our
future sales and profits," said Mr. Fox. Since the beginning of the second
quarter, Penn Traffic completed major remodels in Ithaca, New York (two
stores); Columbus, Lancaster, Lebanon, Pickerington and Portsmouth, Ohio;
and DuBois and North Warren, Pennsylvania. In addition, the Company has
completed several smaller remodels of other stores this year. During the
first 12 months of this 18-month capital expenditure program, Penn Traffic
has invested approximately $63 million.

Penn Traffic also announced that the Company will launch its loyalty card
program called "Wild Card" in all 70 Big Bear stores on Sunday, September
10. "We are very excited about this program because it enables us to
increase customer loyalty and focus more of our promotions on our best
customers," said Mr. Fisher. "Assuming that we are pleased with the results
of the Wild Card in our Big Bear stores, we will consider introducing a
loyalty card in other markets in the future.

"We expect that over time, this program will increase customer satisfaction
and loyalty and positively impact sales and profits. But in the short term,
launching a loyalty card is a significant investment that will have an
impact on third quarter income," said Mr. Fisher.

On August 1, just after the second quarter ended, Penn Traffic regained
control of nine supermarkets in Vermont and New Hampshire that it had
leased for 10 years to The Grand Union Company (the Company began operating
an additional store which had been covered by this agreement earlier this
year). "We were able to reopen all nine stores under the P&C banner in less
than two weeks because of the enormous effort of many of our associates and
several months of planning for the changeover," said Mr. Fisher.

Mr. Fisher said that the third quarter will be a transitional period for
the New England stores. "Early indications suggest that consumers in these
communities are welcoming P&C back with open arms," he said. "As would be
expected for a project of this magnitude, we are incurring considerable
one-time start-up costs during the third quarter. Therefore, even though we
expect that this group of stores will be solid profit contributors in the
future, we are anticipating they will not make a contribution to our EBITDA
results in the third quarter." In the 13-week period ended October 31,
1999, Penn Traffic earned $3.1 million under its prior lease agreement with
Grand Union.

Penn Traffic also reported that it has successfully completed the
conversion of the Jamestown, New York distribution facility to a general
merchandise and health and beauty care (GM/HBC) center during the second
quarter and has been shipping products from Jamestown to all Penn Traffic
markets since June. "As a result of more than a year of planning and the
teamwork of hundreds of our associates, the transition went very smoothly.
Our stores and wholesale customers have been very pleased with the high
service levels the Jamestown GM/HBC center has been providing. We expect to
realize annual cost savings of approximately $2 million from this warehouse
consolidation project," said Mr. Fisher.

On June 29, 2000, Penn Traffic announced a program to buy back up to $10
million of its common stock. Penn Traffic's ability to repurchase its
common stock is subject to limitations contained in the Company's debt
instruments. The Company is currently allowed to repurchase approximately
$5.5 million of common stock under these agreements. This amount will
change on a quarterly basis based on the Company's financial results. To
date, the Company has repurchased 48,000 shares of common stock, at an
average price of $7.15 per share.


PRISON REALTY: Supplements Proxy Statement to Nix REIT Status
-------------------------------------------------------------
Prison Realty Trust, Inc. (NYSE: PZN) announced that it has filed a
supplement to its definitive proxy materials relating to the previously
announced restructuring of Prison Realty with the U.S. Securities and
Exchange Commission and commenced delivery of the supplement to its
stockholders. The supplement to the definitive proxy statement is available
through the SEC's world wide web site at "http://www.sec.gov"and certain  
commercial services, and will be available through Prison Realty's world
wide web site at "http://www.prisonreit.com"and Corrections Corporation of  
America's website at "http://www.correctionscorp.com".Stockholders are  
urged to read these materials carefully as they include important
information with respect to Prison Realty and the proposed restructuring.

Prison Realty is seeking stockholder approval of the proposed restructuring
at a Special Meeting of its stockholders scheduled for Tuesday, September
12, 2000. The restructuring includes, among other things, the merger of
Prison Realty with its primary tenant, Corrections Corporation of America,
or CCA, and Prison Realty's election to be taxed as a subchapter C
corporation, rather than as a real estate investment trust, or REIT, for
federal income tax purposes commencing with its 2000 taxable year. Pending
stockholder approval, Prison Realty and CCA currently intend to complete
the restructuring on or about September 15, 2000.

About the Companies

Prison Realty's business is the development and ownership of correctional
and detention facilities. Headquartered in Nashville, Tennessee, Prison
Realty provides financing, design, construction and renovation of new and
existing jails and prisons that it leases to both private and governmental
managers. Prison Realty currently owns or is in the process of developing
50 correctional and detention facilities in 17 states, the District of
Columbia, and the United Kingdom.

The companies operating under the "Corrections Corporation of America" name
provide detention and corrections services to governmental agencies. The
companies are the industry leader in private sector corrections with
approximately 70,000 beds in 77 facilities under contract or under
development in the United States, Puerto Rico, Australia, and the United
Kingdom. The companies' full range of services includes design,
construction, renovation and management of new or existing jails and
prisons, as well as long distance inmate transportation services.


PRISON REALTY: Gotham Partners Bolsters Prison Realty's Proposals
-----------------------------------------------------------------
Gotham Partners L.P. and affiliates announced that they have voted in favor
of the charter amendments and the merger and related transactions proposed
in a proxy statement, dated July 31, 2000, filed on behalf of Prison Realty
Trust (NYSE: PZN). Gotham with its affiliated investment entities own a
total of 8,106,100 common shares of Prison Realty Trust. All of the Gotham
entities' shares have been voted in favor of the proposals.

Gotham commented that, while it believes that the company's prior
management has taken certain actions that disadvantaged the equity holders
of Prison Realty Trust, it believes that the proposed restructuring
represents the best alternative available to the company's shareholders.
Gotham further commented that the company's new management team has shown
meaningful progress in stabilizing the company and urged other shareholders
to support the proposed restructuring.


PUEBLO XTRA: Lenders Agree to "Adapt" Financial Covenants
---------------------------------------------------------
In anticipation of impending covenant violations, Pueblo Xtra International
(Pompano Beach, FL) signed an agreement with its lender banks to "adapt the
financial covenants to changes in the Company's performance," F&D Reports'
Scrambled Eggs publication reports. The Company has also commenced a tender
offer, through which it intends to spend $50 million to purchase at a
discount approximately $85 million of the approximately $260 million in
combined outstanding 9.5% Senior Notes, due 2003 and 9.5% Series C Senior
Notes, due 2003. The tender is subject to minimum valid tender of at least
$30.0 million in aggregate principal amount of Notes.


QUEEN SAND: Shareholder Meeting Scheduled for Sept. 18 to Consider Recap
------------------------------------------------------------------------
The annual meeting of stockholders of Queen Sand Resources, Inc. will be
held on September 18, 2000, at 3:00 p.m., Dallas time at the Country Inn
Hotel, 4355 Beltway Drive, Addison, Texas 75001. At the annual meeting
items to be considered are:

    (1) the election of three directors to serve until the next annual
meeting of stockholders or until their successors are duly qualified
and elected;

    (2) a proposal to approve the following recapitalization transactions:

        o the exchange of the 9,600,000 outstanding shares of the company's
          Series A preferred stock for 212,500 shares of post reverse-split
          common stock;

        o the exchange of the 2,173 outstanding shares of the company's
          Series C preferred stock and warrants exercisable for 340,153
          shares of common stock for 120,000 shares of post reverse-split
          common stock;

        o the exchange of the 1,593,918 remaining unexercised common stock
          repricing rights and warrants exercisable for 655,000 shares of
          common stock for 400,000 shares of post reverse-split common
          stock.

    (3) a proposal to amend the company's Restated Certificate of
Incorporation, as amended, to effect a reverse stock split of the
outstanding shares of common stock whereby every 156 shares of common
stock outstanding will automatically be reverse split into one share
outstanding, and to effect an automatic increase in the par value of the
common stock from $.0015 per share to $0.234 per share but leave unchanged
the number of authorized shares of common stock at 100,000,000 shares. The
board of directors may delay implementation of the reverse stock split at
any time up to and including October 31, 2000, or, if the stockholders do
not approve the recapitalization proposal, the board of directors may
abandon the reverse stock split as permitted under Section 242(c) of the
Delaware General Corporation Law;

    (4) a proposal to amend the company's Restated Certificate of
Incorporation, as amended, to change the company name to DevX Energy, Inc.;

    (5) the appointment of Ernst & Young LLP as independent auditors for the
fiscal year ended June 30, 2001.

Holders of common stock, holders of Series A participating convertible
preferred stock, and holders of Series C convertible preferred stock, all
of record on July 21, 2000, are entitled to notice of, and to vote at, the
annual meeting.


SAFETY-KLEEN: Proposes Key Employee Retention and Severance Program
-------------------------------------------------------------------
To minimize management and other key employee turnover, retain talent in a
tight labor market, and motivate their Key Employees to continue to
provide essential services during this critical period and remain employed
with Safety-Kleen Corporation throughout their chapter 11 cases, the
Debtors seek Bankruptcy Court approval of a Key Employee Retention &
Severance Program. The Debtors' ability to maintain their business
operations and preserve value for their estates is dependent upon the
continued employment, active participation, and dedication of the Key
Employees who possess the knowledge, experience and skills necessary to
support Safety-Kleen's business operations, finances, systems, operations,
personnel, and management, the Company tells Judge Walsh. The Company's
ability to stabilize and preserve its business operations and assets will
be substantially hindered, Safety-Kleen says, if it is unable to retain
the services of its Key Employees.

The Debtors believe that uncertainty surrounding their chapter 11 cases
may lead to resignations among the Key Employees and reduced employee
morale generally. The Debtors say that employee morale has already
suffered significantly due to publicized financial difficulties and the
departure of certain members of senior management. Increased employee
responsibilities and other burdens occasioned by the Debtors' status as
debtors-in-possession may lead some of the Key Employees to resign in the
near future and pursue alternative employment despite the Debtors' need
for their continued services. Also, competitors of the Debtors and other
parties may seek to hire Key Employees.

The Debtors stress that they cannot afford to lose their Key Employees
because:

(A) Key Employees are difficult to replace because experienced job
     candidates often find the prospect of working for a chapter 11 company
     unattractive;

(B) to find suitable replacement employees in today's tight labor market,
     particularly with respect to members of senior management, the Debtors
     will likely have to pay executive search firm fees, as well as signing
     bonuses, reimbursement for relocation expenses, and above-market
     salaries to induce qualified candidates to accept employment with a
     chapter 11 debtor (the Debtor estimates that the average cost to search
     for, hire, and relocate a senior executive is $90,000);

(C) the loss of an important employee generally leads to additional
     employee departures because some employees follow the example of their
     resigning colleagues; and

(D) any significant loss of Key Employees will disrupt the Debtors'
     ability to pursue a timely and successful emergence from chapter 11.

For the same reasons, the Debtors have determined that it is necessary to
develop and implement the Severance Program. The Severance Program
operates in tandem with the Retention Program as an inducement to retain
Key Employees throughout the chapter 11 process by giving the Key
Employees comfort that they have a safety net in place during an uncertain
period.

The Debtors explain that benefits under the Retention Program are payable
only in the event an employee continues employment with the Debtors
through certain time frames and/or upon the Debtor's successful emergence
from bankruptcy. The Severance Program, on the other hand, offers
benefits that are payable upon an employee's involuntary termination other
than for cause (including upon cessation of the Debtors' business) prior
to the Debtors' emergence from bankruptcy.

The Debtors tell Judge Walsh that, prior to the Petition Date, they
retained Strategic Executive Actions to do an analysis of their
compensation system and the soundness of implementing a special
compensation program to retain Key Employees if the Debtors filed for
bankruptcy. SEA evaluated the Debtors' compensation system and compared
it to major competitors in the industry and to companies who recently
became debtors under the Bankruptcy Code. As a result of this analysis,
the Debtors determined that a Retention Program that affords employees a
bonus based on the employees' position was necessary to retain Key
Employees in the event of a bankruptcy filing. Similarly, the Debtors
determined that a Severance Program that affords employees a payment of
between two weeks and two years of base salary upon involuntary
termination, other than for cause, was necessary to retain key employees
during the course of these proceedings. With this information, SEA worked
with the Debtors to develop the Retention Program arid the Severance
Program. SEA and the Company has concluded that the number of executives
and employees covered by the Retention Program and the Severance Program,
and the benefits offered under each, are within the range of competitive
practices, and it is the Debtors' business judgment that it is necessary
at this time to implement the Key Employee Retention & Severance Program
in order to provide incentives for Key Employees to remain on the job
throughout the completion of the Debtors' reorganization.

Implementing the Key Employee Retention & Severance Program will, the
Debtors' suggest, provide a strong indication to employees that their
services are valued, their compensation awards are competitive, and the
Debtors have taken important steps to stabilize their operations. The
Debtors believe that the Key Employee Retention & Severance Program will
significantly benefit the reorganization process by boosting employee
morale at the very time when employee dedication and loyalty is needed
most.

                          SUMMARY OF THE PROGRAMS

                   A. The Key Employee Retention Program

Under the Key Employee Retention Program, the 15 senior officers of the
Debtors could each be entitled to a bonus in an amount equal to 18 months
of their base salaries, payable 6 months after the Debtors emerge from
bankruptcy. The senior officers must be actively employed by the Debtors
on the date of emergence to be eligible for this bonus. The Debtors and
SEA estimate that the average base salary for the senior executives is
$175,000, which means that the anticipated out-of-pocket cost of this part
of the Retention Program would be $3.938 million, assuming all such
officers remain with the Debtors until emergence from bankruptcy.

50 officers and key executives of the Debtors also could each be entitled
to a bonus in an amount equal to 12 months of their base-salaries payable
in two payments. The first half of this award would be payable only if
the employee remains with the Debtors for 2 years from the date of
implementation of the Retention Program is implemented, and the second
half would be paid 6 months after the Debtors emerge from bankruptcy. To
be eligible for the award, an employee must be actively employed by the
Debtors on each of the retention payout dates. The Debtors and SEA
estimate that the average base salary for members of this pool of
employees is $100,000, which means that the anticipated out-of-pocket cost
of this part of the Retention Program would be $5.0 million assuming all
such employees remain with the Debtors through the applicable deadlines.

Finally, 390 key managers of the Debtors could each be entitled to a bonus
in an amount, on average, equal to 6 months of their base salaries payable
in two payments. The first half of this award would be payable only if
the employee remains with the Debtors for 2 years from the date the
Retention Program is implemented, and the second half would be paid 6
months after the Debtors emerge from bankruptcy. To be eligible for the
award, an employee must be actively employed by the Debtors on each of the
retention payout dates. The Debtors and SEA estimate that the average
base salary for members of this pool of employees is $80,000, which means
that the anticipated out-of-pocket cost of this part of the Retention
Program would be $15.6 million, assuming all such employees remain with
the Debtors through the applicable deadlines.

Presently, the total cost of the proposed Retention Program, assuming all
employees stay through the applicable deadlines, is $24,538,000. SEA has
estimated, however, that 10% of the Debtors' employees will leave prior to
the deadlines outlined in the Retention Program, thereby forfeiting their
right to payment. Accordingly, the estimated cost to the Debtors of the
Retention Program, therefore, is approximately $21,953,000. The actual
costs of the Retention Program, however, is significantly less. Moreover,
the Company estimates that 25% of employees otherwise eligible to
participate in the Retention Program would leave the Debtors absent some
sort of stay bonus policy. The total coat of replacing these employees in
the form of executive search fees and other expenses is approximately
$6,210,000. Accordingly, the Debtors' cost to implement the Retention
Program, less the costs the Debtors can anticipate incurring absent
implementation of the Retention Program is approximately $15,700,000.

Additionally, another component of the Debtors' efforts to retain and
incentivize its employees is a discretionary bonus pool that will be
established in the aggregate amount of $5,000,000. Through this bonus
pool, which will be administered by the board of directors, the Debtors
will be able to issue bonuses to the employees, with the exception of Mr.
Thomas and Mr. Wrenn, to recognize and incentivize employee performance.

                        B. The Severance Program

Under the Severance Program, the 15 senior officers of the Debtors would
each be entitled to a severance payment in an amount equal to 25 months of
their base salaries, plus bonus, payable in one, lump sum in the event the
Debtors involuntary terminated them other than for cause. The senior
officers also would be entitled to the severance payment in the event of a
change of control.

50 officers and key executives of the Debtors also would each be entitled
to a severance payment in an amount equal to 12 months of their base
salaries, payable in one, lump sum upon involuntary termination other than
for cause.

390 key managers of the Debtors would each be entitled to a severance
payment in an amount equal to 6 months of their base salaries payable in
one lump sum upon involuntary termination other than for cause.

Finally, all remaining employees not covered by collective bargaining
agreements would be entitled to severance payments in amounts equal to 1
week of base salary for every year of service, with a minimum of 2 weeks
and a maximum of 26 weeks. (Safety-Kleen Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAMSONDALE PLAZA:  Case Summary and 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor:  Samsondale Plaza, Inc.
           Route 9W
           Haverstraw, NY 10927

Type of Business:  Shopping Mall

Chapter 11 Petition Date:  September 6, 2000

Court:  Southern District of New York

Bankruptcy Case No:  00-14134

Debtor's Counsel:  Eric C. Kurtzman, Esq.
                     Kurtzman Resnik Matera & Gurock, LLP
                     9 Perlman Drive
                     Spring Valley, NY 10977
                     (845) 352-8800

Total Assets:  $ 11,500,000
Total Debts :  $  9,850,000

2 Largest Unsecured Creditors:

Planet 3
Attn: Arthur Linderman Esq.
20 South Van Brunt Street
Englewood, NJ 07631                       $ 1,100,000

Sidney Goldstein
Ramapo Tax Center
P.O. Box 343
Suffern, NY 10901                           $ 250,000


SCHEIN PHARMACEUTICAL: Watson Looking for "Strategic Options"
-------------------------------------------------------------
Watson Pharmaceuticals, Inc. (NYSE:WPI) announced its intent to seek
strategic alternatives, including the possible divestiture, for its two
sterile injectable manufacturing facilities in Phoenix, Arizona and Cherry
Hill, New Jersey.  The Phoenix and Cherry Hill facilities were recently
acquired in connection with Watson's acquisition of Schein Pharmaceutical,
Inc., which was completed on August 28, 2000.

Watson further confirmed that it intends to continue its sales and
marketing programs for INFeD(R) and Ferrlecit(R). Although INFeD(R) is
currently manufactured at the Phoenix facility, Watson commented that it
would consider a contract manufacturing arrangement for INFeD(R) as part of
its plans for the Phoenix facility. Ferrlecit(R) is already being produced
for Watson by a contract manufacturer, Aventis.

"As we continue to expand our business operations, we remain focused on our
strategic initiatives for growth," began Watson's Chairman and Chief
Executive Officer Allen Chao, Ph.D. "We believe this decision will allow us
to concentrate our energies, efforts and resources on our current
operations, maximizing the value-creation capabilities of our strong core
businesses and our proven expertise in manufacturing solid dosage form
products," he added.

To assist in the evaluation of possible alternatives for the Phoenix and
Cherry Hill facilities, Watson has retained the investment banking firm of
CIBC World Markets to handle all inquiries and related matters.

Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in
the development, manufacture and sale of proprietary and off-patent
pharmaceutical products. Watson pursues a strategy of generating revenue
through established proprietary and off-patent businesses, capitalizing on
its proven ability to support the development and commercialization of a
broad range of proprietary and off-patent pharmaceutical products.


SIMITAR ENTERTAINMENT: Bob Hope Movies on the Auction Block
-----------------------------------------------------------
Simitar Entertainment, Inc., reorganizing under chapter 11 in a case
pending before the Honorable Gregory F. Kishel in the U.S. Bankruptcy Court
for the District of Minnesota, owns the exclusive rights to manufacture and
distribute video and DVD copies of nine feature-length movies starring Bob
Hope:

         * The Road to Rio
         * The Great Lover
         * The Road to Bali
         * The Seven Little Boys
         * How to Commit Marriage
         * The Lemon Drop Kid
         * Son of Paleface
         * Paris Holiday
         * The Private Navy of Sgt. O'Farrell

and a documentary entitled "Bob Hope, Hollywood's Brightest Star," under a
1999 Licensing Agreement with Pearson Television, Inc.

Brentwood Communications, Inc., offers to pay $215,000 to acquire Simitar's
interests in the movies, subject to competitive bids. A $208,000 cash bid
will top Brentwood's current offer to pay $100,000 up-front and $115,000
under a one-year 8.5% note.

Michael L. Meyer, Esq., of Ravich Meter Kirkman McGrath & Nauman in
Minneapolis, is the point person for the auction.


SOUTH FULTON: Corporate Officers Exit Troubled Georgia Hospital
---------------------------------------------------------------
The Atlanta Journal and Constitution reports that CEO Neil Copelan and COO
Jane Dailey left the troubled South Fulton Medical Center inspite of its
current dilemma. The 356-bed hospital then appointed Ray Hannah as interim
CEO, who is also the vice chairman of the hospital's board. Chairman C.C.
Martin addressed a letter to the employees stating, "provide an opportunity
for a change in direction in management as we restore the financial
performance of our hospital and related functions." Copelan and Dailey had
"a positive impact on our organization", Mr. Martin added.

Low Medicare reimbursements caused the Georgia-based hospital to file for
protection under Chapter 11 in April. Prior to the filing the non-profit
hospital incurred terrible losses and downgrades from different rating
agencies.


TEXFI INDUSTRIES: Judge Gonzalez Sets October 20 Bar Date
---------------------------------------------------------
On August 29, 2000, the Honorable Arthur J. Gonzalez, US Bankruptcy Court,
Southern District of New York entered an order setting October 20, 2000 as
the Bar Date in the case of Texfi Industries, Inc. All persons and entities
wishing to assert claims against the debtor are required to file, on or
before 4:00 PM, October 20, 2000, a separate completed and executed proof
of claim form on account of any claims such creditors hold or wish to
assert against the debtor.


UNITED COMPANIES: Ad Hoc Committee Raises Roadblock to Plan Confirmation
------------------------------------------------------------------------
Marcia Goldstein, Esq., and Brian Rosen, Esq., at Weil Gotshal & Manges
LLP, need to jump a new hurdle to obtain confirmation of the Third Amended
Plan of Reorganization proposed by United Companies Financial Corporation
and its debtor-affiliates.  Cooperative Marketing Concepts, Next Factors,
Inc., ReGen Capital, Alltel Information Services, and Robertson & Anschutz,
P.C., acting collectively as an Ad Hoc Committee of General Unsecured
Creditors, interposed a formal confirmation objection this week urging the
Honorable Mary F. Walrath to deny confirmation at a hearing scheduled for
Wednesday in Wilmington, Delaware.   

The Ad Hoc Committee, Michael R. Lastowski, Esq., of Duane, Morris &
Heckscher, LLP, explains, has cast its ballots to reject the plan because,
as drafted, holders of unsecured claims are treated differently.  The Plan
proposed by United Companies, and supported by holders of Bank Claims who
serve on the Official Committee of Unsecured Creditors, provides for:

      * 77% recoveries by holders of unsecured Bank Claims;
      * 47% recoveries by holders of unsecured Senior Note Claims; and
      * 32% recoveries by holders of General Unsecured Claims.

All unsecured claims against the Debtors' estates, the Ad Hoc Committee
asserts, rank pari passu and should recover equal pay-outs under the Plan.

While the members Ad Hoc Committee has read all of the Debtors' commentary
about the "compromise and settlement of certain issues which were disputed
by the Proponents, the Creditors' Committee, the holders of Allowed Bank
Claims, the holders of Senior Note Claims, the holders of Subordinated
Debentures and certain other parties in interest," Mr. Lastowski relates,
they are not persuaded that the purported compromise amounts to anything
more than the holders of the Bank Claims agreeing among themselves to take
money away from other similarly-situated unsecured creditors.  The Plan is
unfair, the Ad Hoc Committee charges, and should not be confirmed.  

The Ad Hoc Committee warns Judge Walrath not to be fooled into thinking
that because the members of the Official Committee of Unsecured Creditors,
represented by Chaim J. Fortgang, Esq., at Wachtell, Lipton, Rosen & Katz,
support the Plan that all unsecured creditors should support the Plan.  
"The Committee has always been dominated by [holders of Bank Claims and
has] faced irreconcilable conflicts of interest during the negotiation of
the Plan," the Ad Hoc Committee says.  "On the one hand, members of the
Committee must seek the maximum recovery for their own claims.  On the
other hand, each committee member holds a fiduciary obligation to the
general body of unsecured creditors.  Under the Plan, where recovery
percentages vary by as much as 45%, it seems unlikely that the members of
the Committee have been able to maintain their fiduciary duties."

Because the Plan provides for different treatment of similarly-situated
creditors, the Plan does not comply with 11 U.S.C. Sec. 1122.  Because the
Plan does not comply with the Bankruptcy Code, confirmation must be denied
pursuant to 11 U.S.C. Sec. 1129(a)(2).  "The Plan unreasonably
discriminates between holders of general unsecured claims and should not be
confirmed," Mr. Lastowski argues on his clients' behalf.


WESTSTAR CINEMAS: Committee Expresses "Vehement Opposition" to Reorg Plan
-------------------------------------------------------------------------
The Official Unsecured Creditor's Committee "vehemently opposes
confirmation" of the joint plan of reorganization of WestStar Cinemas, Inc.

Specifically, the Committee objects as follows:

    a) The plan improperly seeks to fully and finally settle claims against
the debtors' shareholders that are vested in the Committee without the
consent or approval of the Committee and for no consideration.

    b) The plan fails to substantively consolidate the estates of Cinemas
and Real Estate and provides only an approximately 18% distribution to the
general unsecured creditors of Cinemas whereas, if substantive
consolidation of the debtors is effected, the distribution to all unsecured
creditors would exceed 45%.

    c) The plan improperly provides for third party releases, including
releases for the Benefit of the Bank Group and the Shareholders.

    d) The plan totally disenfranchises the Committee and the unsecured
creditors from the unsecured claim objection and claim resolution process,
in which they have a vital interest and the outcome of which will
significantly affect their recoveries.

    e) The plan contains other, illegal, improper and/or enforceable
provisions.

While the Committee acknowledges that most of its objections to the plan
will be addressed at the Confirmation Hearing, the debtors' attempts to
release through the plan, claims against the debtors' shareholders that are
vested in the Committee without the consent or approval of the Committee
and for no consideration renders the plan unconfirmable on its face.

The Committee objects to the portion of the Balloting Procedures which
contemplate that certain creditors may irrevocably elect to release
portions of the foregoing claims vested in the Committee, and are improper
and cannot be approved. The Committee believes that the Disclosure
Statement is both needlessly complicated and confusing and materially
incomplete, inaccurate and misleading.


* BOOK REVIEW: TAKING CHARGE: Management Guide to Troubled
                Companies and Turnarounds
------------------------------------------------------------------
Author: John O. Whitney
Publisher: Beard Books
Softcover: 283 Pages
List Price: $34.95
Order a copy today from Amazon.com at:
http://www.amazon.com/exec/obidos/ASIN/1893122034/internetbankrupt

Review by Susan Pannell

Remember when Lee Iacocca was practically a national hero? He won celebrity
status by taking charge at a company so universally known as troubled that
humor columnists joked their kids grew up thinking the corporate name was
"Ayling Chrysler." Whatever else Iacocca may have been, he was a leader,
and leadership is crucial to a successful turnaround, maintains the author.

Mediagenic names merit only passing references in Whitney's book, however.
The author's own considerable experience as a turnaround pro has given him
more than sufficient perspective and acumen to guide managers through
successful turnarounds without resorting to name-dropping. While Whitney
states that he "share[s] no personal war stories" in this book, it was,
nonetheless, written from inside the "shoes, skin, and skull of a
turnaround leader." That sense of immediacy, of urgency and intensity,
makes Taking Charge compelling reading even for the executive who feels he
or she has already mastered the literature of turnarounds.

Whitney divides the work into two parts. Part I is succinctly entitled
"Survival," and sets out the rules for taking charge within the crucial
first 120 days. "The leader rarely succeeds who is not clearly in charge by
the end of his fourth month," Whitney notes. Cash budgeting, the mainstay
of a successful turnaround, is given attention in almost every chapter. Woe
to the inexperienced manager who views accounts receivable management as
"an arcane activity 'handled over in accounting.'" Whitney sets out 50
questions concerning AR that the leader must deal with--not academic
exercises, but requirements for survival.

Other internal sources for cash, including judiciously managed accounts
payable and inentory, asset restructuring, and expense cuts, are discussed.
External sources of cash, among them banks, asset lenders, and venture
capital funds; factoring receivables; and the use of trust receipts and
field warehousing, are handled in detail. Although cash, cash, and more
cash is the drumbeat of Part I, Whitney does not slight other subjects
requiring attention. Two chapters, for example, help the turnaround manager
assess how the company got into the mess in the first place, and develop
strategies for getting out of it.

The critical subject of cash continues to resonate throughout Part II,
"Profit and Growth," although here the turnaround leader consolidates his
gains and looks ahead as the turnaround matures.  New financial, new
organizational, and new marketing arrangements are laid out in detail.
Whitney also provides a checklist for the leader to use in brainstorming
strategic options for the future.

Whitney's underlying theme--that a successful business requires personal
leadership as well as bricks and mortar, money and machinery--is summed up
in a concluding chapter that analyzes the qualities that make a leader. His
advice is as relevant in this 1999 reprint edition as it was in 1987 when
first published.

John O. Whitney is Professor of Management and Executive Director of the
Deming Center for Quality Management at Columbia Business School.

                               *********

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

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

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

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

                               *********

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

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

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

This material is copyrighted and any commercial use, resale or publication
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