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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

               Wednesday, September 13, 2000, Vol. 4, No. 179

                                Headlines
   
ACTION PERFORMANCE: Moody's Lowers Subordinates Convertible Debt To Caa1
AMWEST SURETY: S&P Affirms Insurer's BBpi Ratings Citing Weak Major Factors
ARM FINANCIAL GROUP: Delaware Court Confirm Plan of Reorganization
BRADLEES, INC.: Second Quarter Comp-Store Sales Down 6.3%
BREED TECHNOLOGIES: Taps KPMG LLP as Special Tax Consultants

CLARIDGE HOTEL: Bankruptcy Court Announces October 4 As Final Date To Bid
CLARIDGE HOTEL: Black Hawk Not to Pursue Purchase of the Hotel and Casino
CLARK MATERIAL: Proposes Senior Executive Retention & Severance Plan
DYNACORE HOLDINGS: Judge Walsh to Review Disclosure Statement on Oct. 2
EINSTEIN/NOAH BAGEL: Forms Licensing Partnership With ARAMARK

ELECTRONIC BUSINESS: Electronic Firm Files Bankruptcy Protection in Florida
EMPIRE HOMES: Case Summary and 16 Largest Unsecured Creditors
FRUIT OF THE LOOM: Update Concerning FTL, Ltd. Cayman Islands Liquidation
GENESIS HEALTH: Creditors Committee Retains Akin Gump as Lead Counsel
GOLDEN OCEAN: Bentley Investments Voices Objections to Debtors' Plan

GOLF COMMUNITIES: Orlando Golf Owner Starts To Pay Off Its Debts
GRAHAM-FIELD: Selects Conway Del Genio to Serve as Financial Advisor
GRAND UNION: New Jersey Supermarket Chain Struggles Financially
GREENWOOD VILLAGE: Fitch Affirms BBB- Rating on $14.9MM Nursing Home Bonds
GST TELECOM: Time Warner Executes Purchase Agreement for GST Assets

HARNISCHFEGER INDUSTRIES: Employees May Get $4.2 million Of Severance Pay
HEILIG-MEYERS: Announces 302 Stores To Close As Part of Reorganization Plan
HEILIG-MEYERS: U.S. Trustee will Convene 341 Meeting on September 22
INSILCO HOLDING: Completes Sale of Automotive Businesses, Raising $144 Mil
KMART CORPORATION: Enio Montini, Jr. and James Boyd As New Vice Presidents

KRYSTAL COMPANY: $125 Million of Debt Securities Downgraded by Moody's
LIBERTY HOUSE: General Growth Backs-Out on $195 Million Purchase Offer
LOEWEN GROUP: Shareholders Brings Motion For Conversion of Preferred Shares
MAXICARE HEALTH: Rights Offering Has Terminated
MEDITRUST COMPANIES: Five Point Plan Doesn't Call for Shareholder Dividend

NIAGARA MOHAWK: Signs Merger Agreement with National Grid
ODYSSEY AMERICA: Moody's Gives Insurer Adequate Financial Strength Ratings
OPTEL, INC.: Asks for Extension of Exclusive Period through January 29
POP SMEAR:  Case Summary and 20 Largest Unsecured Creditors
RIDGECREST VILLAGE: Fitch Puts BBB- Rating on $11.3MM Revenue Bonds

SAFETY-KLEEN: Motion To Approve Employment Agreement With David Thomas
SHONEY'S, INC: Financial Restructuring Plan Completed Successfully
SOUTHMOORE GOLF: Northampton Golf Course Reorganizes Debts Under Chapter 11
SUN HEALTHCARE: Moves To Implement Collection Action Settlement Protocol
SUPERIOR NATIONAL: Reaches Agreement with California Dept. of Insurance

TRI-VALLEY GROWERS: Jefferies & Company to Advise Creditors' Committee
VENCOR, INC.: Exclusivity Extended through September 29, 2000
WCI & RENCO STEEL: Moodys Places Ratings for $520MM of Securities on Review
XM SATELLITE: Moody's Assigns Caa1 Rating to 14% Sr. Secured Discount Notes

* Meetings, Conferences and Seminars

                                *********

ACTION PERFORMANCE: Moody's Lowers Subordinates Convertible Debt To Caa1
------------------------------------------------------------------------
Moody's Investors Service downgraded the rating of Action Performance
Companies, Inc. $100 million 4-3/4% convertible subordinated debentures due
2005 to Caa1from B3, and lowered the senior implied rating to B2 from B1
and the senior issuer (unsecured) rating to B3 from B2.  The Caa1 rating on
the debentures specifically addresses their convertibility and their
contractual and effective subordination in light of the recent pledge of
collateral for the bank credit facilities. The outlook is stable.

The ratings announced today reflect continued poor operating results for
the third fiscal quarter ended June 30, 2000, which is historically the
seasonal high for sales and margins, and concerns related to liquidity
available from operating cashflow and bank facilities. Normalized for
special charges recorded in the quarter, margins declined due to a change
in the mix of business. Apparel sales at lower margins comprised 42% of the
revenues, while collectibles accounted for 55%, a decline from 62% a year
ago. The reported special charges at $29.2 million were significantly
higher than the $16 million anticipated and APC will incur an additional
$0.7 million in the fourth quarter for severance payments. The continued
erosion in the company's financial performance, along with the significant
one-time charges recorded this year, prompts an inherent concern for the
potential profitability of the company.


The ratings also reflect concern over APC's ability to rebound from the
sales and margin declines in the final quarter of this fiscal year; its
ability to maintain bank covenant compliance; announced senior management
changes and limited working capital for the first quarter of fiscal
2001(the quarter ending 12/31/00). Under an amendment that extends APC's
credit facility through September 30, 2000, the total amount has been
reduced to $15 million and the bank has taken a pledge of all assets as
security. APC is in active discussions to put the necessary financing in
place which should address the compliance and immediate liquidity concerns,
prior to the expiry of the current facilities.

The stable outlook reflects APC's expected return to profitability in
fiscal 2001, based upon realizing historical margins, and from the benefits
to be derived from the recently announced cost cutting measures and the
write-offs taken in the third quarter of this year. The company anticipates
savings of approximate $4.5 million during fiscal 2001based upon the
renegotiation of certain long- term contracts related to sponsorship,
advertising and licensing agreements and a reduction in its labor force.
APC is currently evaluating all aspects of its business for cost savings
(vendor relationships) and revenue enhancement (marketing and royalties).

Headquartered in Phoenix, Arizona, Action Performance Companies, Inc. is a
leader in the design, marketing, and distribution of licensed sports
products that include collectibles and apparel.


AMWEST SURETY: S&P Affirms Insurer's BBpi Ratings Citing Weak Major Factors
---------------------------------------------------------------------------
Standard & Poor's affirmed its double-'Bpi' financial strength rating on
Amwest Surety Insurance Co.  The rating is based on the company's weak
capitalization, deteriorating underwriting performance, and marginal
liquidity.

Amwest Surety is licensed in all 50 states, the District of Columbia, Guam,
Puerto Rico, and American Samoa. Its focus is on surety business,
particularly contract performance bonds and commercial surety bonds. Amwest
Surety is a member of Amwest Insurance Group Inc., a Calabasas, Calif.
based insurance holding company, which is publicly traded and underwrites
surety as well as property and casualty insurance through Amwest Surety,
Condor Insurance Co., and Far West Insurance Co. Amwest Surety commenced
operations in 1976.

Major Rating Factors:

    -- Amwest Surety's capitalization was marginal at year-end 1999, as
measured by a Standard & Poor's capital adequacy ratio of 98.2%. Cash and
short-term investments increased to $18.6 million at year-end 1999 from
$4.7 million at year-end 1998. The increase in assets was offset, however,
by amounts withheld for accounts of others, which increased to $43.6
million at year-end 1999 from $23.3 million at year-end 1998. This increase
in liabilities offset the increase in assets, causing surplus to decline to
$32.6 million from $39.5 million.

    -- Underwriting performance deteriorated in 1999, with losses incurred
increasing to $24.9 million from $15.7 million in 1998. The deterioration
had a significant effect on underwriting income, with a loss of $5.9
million driving the combined ratio up to 107%. Net loss for the group
amounted to $11.9 million in the first half of 2000, indicating a further
weakening in operating performance.

    --Amwest Surety's marginal liquidity ratio of 71.8% could indicate
difficulty in meeting large, unanticipated cash demands in the future,
further straining the financial strength of the company.

Although the company (NAIC: 34983)is a member of Amwest Insurance Group
Inc., Standard & Poor's believes this relationship is not a significant
rating factor.

      CERTIFICATE RATINGS LOWERED

           Money Store Home Improvement Trust 1997-II

                Class       To       From
                M-2         BBB-        A
                B           BB        BBB

      CERTIFICATE RATINGS AFFIRMED

           Class       Rating
           A-2         AAA
           A-3         AAA
           M-1         AA


ARM FINANCIAL GROUP: Delaware Court Confirm Plan of Reorganization
------------------------------------------------------------------
On August 21, 2000 the US Bankruptcy Court, District of Delaware confirmed
the amended Chapter 11 plan of ARM Financial Group, Inc. dated July 5,
2000. All holders of administrative claims shall submit proofs of
administrative claim on or before the 45th day after the Confirmation Date,
October 5, 2000 or be forever barred from doing so. Attorneys for ARM
Financial Group, Inc. are Young Conaway Stargatt & Taylor LLP and Paul,
Weiss, Rifkind, Wharton & Garrison.


BRADLEES, INC.: Second Quarter Comp-Store Sales Down 6.3%
---------------------------------------------------------
Bradlees' (Braintree, MA) struggles continued during the second quarter
ended July 29, 2000, F&D Reports' Scrambled Eggs publication says. Comp-
store sales were down 6.3% in the quarter and were down another 5.2%
through the month of August. As far as borrowings go, the Company continues
to dip into its revolver and now has over $220 million in borrowings and
letters of credit outstanding under its credit facility. The recently
amended facility which ups maximum borrowings to $290 million from $270
million, also includes a 16.5% interest rate on the $20 million increase.
To complicate matters, the UFCW Local 1262, which represents approximately
1,500 Bradlees employees in 21 stores in New York and New Jersey, is
seeking an increase to its pension plan.


BREED TECHNOLOGIES: Taps KPMG LLP as Special Tax Consultants
------------------------------------------------------------
Breed Technologies, Inc. asks the Delaware Bankruptcy Court for permission
to employ KPMG LLP as its special tax consultants.  Stephen P. Elker, a
member of KPMG, explains that his Firm will provide tax consulting,
analysis and advisory services to the debtor with respect to various
matters, including tax issues relating to the tax claims asserted by the
IRS and the Michigan Department of Treasury. While the firm has been
providing these services, the firm is about to exceed the $150,000 cap
imposed by the Ordinary Course Order.  Therefore, the debtors are
submitting this application.

The hourly rates of the firm range from $100-$150 for staff to $400-$450
for partners.


CLARIDGE HOTEL: Bankruptcy Court Announces October 4 As Final Date To Bid
-------------------------------------------------------------------------
The U.S. Bankruptcy Court established October 4, 2000 as the final date by
which interested parties must submit bids for Claridge Hotel & Casino, Inc.
According to Michael Visount, Jr., counsel for holders of first mortgage
notes on the property, Park Place Entertainment Corp. and Black Hawk Gaming
& Development Company, Inc. have both expressed interest in the property.  
(New Generation Research, Inc. 11-Sep-00)


CLARIDGE HOTEL: Black Hawk Not to Pursue Purchase of the Hotel and Casino
-------------------------------------------------------------------------
Black Hawk Gaming & Development Company, Inc. (Nasdaq: BHWK), announced
that it will not continue discussions regarding the Claridge Hotel & Casino
in Atlantic City.

Stephen R. Roark, president of Black Hawk Gaming said, "We have notified
the management of the Claridge that we will not continue our discussions
nor due diligence efforts at this time. We briefly analyzed the operation
and considered whether or not it would fit into our current plans and have
concluded that it would not. The Claridge is one of many alternatives that
we have considered in our continuing effort to grow the company. Ordinarily
we would not announce our withdrawal, as we did not announce our
preliminary interest. We consider these types of activities to be within
our day-to-day operations and not really noteworthy until they get further
along. However, since it was publicly announced by the Claridge that we
were considering the property, we felt it necessary to announce that we
presently have no interest in the property."

Roark added, "We are currently in the process of obtaining our license
approvals in Nevada so we may finalize the acquisition of the Gold Dust
West Casino in Reno. That process is proceeding on schedule. We also
continue to concentrate on our 2 existing casinos in Colorado, which
produced approximately 19% of the gaming revenue in the City of Black Hawk
in the second quarter of this year. Since Black Hawk is one of the fastest
growing gaming markets in the country, we are particularly pleased with the
performance of our operations there."

Black Hawk Gaming & Development Company, Inc. is the owner and operator of
the Gilpin Hotel Casino in Black Hawk, and 75% owner and operator of The
Lodge Casino at Black Hawk. The combined operations of the Gilpin Hotel
Casino and The Lodge Casino at Black Hawk give Black Hawk Gaming
approximately 1,300 gaming devices under management, making it the largest
gaming operator based in the State of Colorado.


CLARK MATERIAL: Proposes Senior Executive Retention & Severance Plan
--------------------------------------------------------------------
Clark Material Handling Company, et al., represented by Teresa K.D.
Currier, Esq., Adam G. Landis, Esq., and Eric Lopez Schnabel, Esq., of
Klett Rooney Lieber & Schorling and Gerald M. Freedman, Esq., and David G.
Smith, Esq., of Morgan Lewis & Bockius LLP seek court authority to
implement a Senior Executive Retention, Severance and Change of Control
Plan.

The US Bankruptcy Court for the District of Delaware has scheduled a
hearing at 4:00 PM on September 19, 2000 to consider the motion.

By establishing a Senior Executive Retention, Severance and Change of
Control Plan, the debtors seek to ensure the retention of the senior
executives who are vital to the debtors' operations and reorganization
efforts.

The Executive Retention plan provides incentive to Senior Executives who
remain with the debtor throughout the reorganization process, including the
sale of some or all of the debtors' assets. Payments under the plan are
tied to the timing and the amount of unsecured creditor recovery. The
payments range from 90% of the executives annual salary if the aggregate
unsecured creditor recovery is less than 10% and the consummation date is
after July 31, 2001 to 150% of annual salary if the aggregate unsecured
creditor recovery is greater than 35% and is on or before May 1, 2001.

The Executive Severance plan provides protection in the event of
termination of senior executives. The total maximum severance payment
exposure is $881,255. However, the debtors anticipate retaining the
employees through the reorganization, and do not expect large severance
payments.

In the event of change of control of the debtors, the maximum change of
control exposure without bonuses is $881,255. This is approximately equal
to 15 months of the annual base salary of the Senior Executives.

In total, the program is designed to provide incentives sufficient to
retain the Senior Executives and motivate them to maximize the value of the
debtors' estates.


DYNACORE HOLDINGS: Judge Walsh to Review Disclosure Statement on Oct. 2
-----------------------------------------------------------------------
A hearing will be held on October 2, 2000 at 2:00 PM before the Honorable
Peter J. Walsh, US Bankruptcy Court, District of Delaware to consider the
adequacy of the information contained in the Disclosure Statement of
Dynacore Holdings corporation f/k/a Datapoint Corporation.

Attorneys for the debtor are Angel & Frankel, PC and Morris, Nichols, Arsht
& Tunnell.


EINSTEIN/NOAH BAGEL: Forms Licensing Partnership With ARAMARK
-------------------------------------------------------------
Einstein/Noah Bagel Corp., the nation's leading bagel retailer, and
ARAMARK, a world leader in managed services, have announced the formation
of a formal licensing partnership. The master licensing agreement permits
ARAMARK to develop and operate Einstein Bros(R) retail stores on college
and university campuses nationwide.

The Einstein Bros licensing program offers smaller footprint branding
options (in-line stores, freestanding kiosks and carts, and countertop
bagel and coffee units) specifically designed to deliver core aspects of
the brand in venues such as colleges and airports. The program features an
exciting, multi-day part menu, ongoing operational and marketing field
support, complete design services, and a comprehensive training program.

"This agreement culminates almost two years of work building and designing
non-traditional branding systems and a licensing program from scratch,"
said Greg Powell, VP of Business Development for Einstein/Noah Bagel Corp.
"We spent a significant amount of time soliciting input from great
operators such as ARAMARK to build the program. We are very excited to
announce this formal partnership with such a quality organization."

"This partnership will help ARAMARK provide customized solutions for all
our clients by strengthening our national brand portfolio," said Elaine
Chaney, VP of Marketing, ARAMARK Campus Services. "We look forward to
building on our partnership with Einstein Bros in the future."

The first location is a 200 square-foot in-line space located at The George
Washington University's Marvin Center. The menu offers a wide variety of
Einstein Bros favorites, including bagels and shmears, hot egg sandwiches,
Chicago Bagel Dogs(R), bagel sandwiches, and Einstein Bros signature coffee
program, Melvyn's Darn Good Coffee(TM). Eight varieties of bagels are baked
fresh daily in the store. Any menu item can be made-to-order. Some items
are also pre-packed and merchandised for "grab and go" convenience. This
store, the first Einstein Bros on-campus location, opened last week.
ARAMARK and Einstein Bros are currently evaluating opportunities to bring
Einstein Bros stores to other ARAMARK college and university partners. In
addition, the two companies plan to extend the licensing partnership into
other segments that ARAMARK serves, including hospitals, health systems and
business dining locations. Einstein Bros and Noah's stores are unique bagel
cafes and bakeries featuring fresh-baked bagels, a variety of cream cheese
spreads, specialty coffee drinks, soups, sandwiches and salads. Currently,
there are 457 ENBC retail bagel stores in 29 states and the District of
Columbia of which 371 stores operate under the Einstein Bros(R) brand name
and 86 stores operate under the Noah's New York Bagels(R) brand name.

Headquartered in Philadelphia, ARAMARK is a $7 billion world leader in
providing managed services -- food and support services, uniform and career
apparel, and childcare and early education programs. ARAMARK has over
160,000 employees serving 15 million people at 500,000 locations in 15
countries every day.


ELECTRONIC BUSINESS: Electronic Firm Files Bankruptcy Protection in Florida
---------------------------------------------------------------------------
Electronic Business Services Inc. and its QuickCredit Corp. subsidiary
filed chapter 11 in the U.S. Bankruptcy Court, Southern District of
Florida, on Sept. 1, according to a newswire report. Electronic Business
Services creates software and provides services to the mortgage lending and
credit agency industries. The company's latest quarterly report, filed with
the SEC on Aug. 18, lists assets of $3,516,418 and liabilities of
$7,213,741 as of June 30. (ABI, 11-Sep-00)


EMPIRE HOMES: Case Summary and 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:  Empire Homes, L.L.C.
          3143 Route 9
          Valatie, NY 12184-0000

Type of Business:  Manufacturer of mobile homes

Chapter 11 Petition Date:  September 11, 2000

Court:  Southern District of New York

Bankruptcy Case No.:  00-36974

Debtor's Council:  Lawrence C. Bolla, Esq.
                    Quinn Buseckleemhuis Toohey & Kroto Inc.
                    2222 W Grandview Blvd. Erie, PA 16506
                    (814) 833-2222
               
Total Assets:  $ 1 Million Above
Total Debts :  $ 10 Million Above

16 Largest Unsecured Creditors:

UFP Eastern Co Inc                 Trade debt         $ 98,408

Patrick Industries                 Trade debt         $ 65,883

Plattsburgh Wholesale              Rebate claim       $ 42,390

Seven Dwholesald Of Scranton       Rebate claim       $ 35,469

Barrier                            Trade debt         $ 34,021

LaSalle Bristol                    Trade debt         $ 31,025

Fairlane Mobile Homes              Rebate claim       $ 27,088

Glens Falls Mobile Home            Rebate claim       $ 19,186

Kevco                              Trade debt         $ 18,860

G.E. Applicances                   Trade debt         $ 17,199

Latham Trailer Sales               Rebate claim       $ 14,554

Pineview Mobile Homes              Rebate claim       $ 12,691

Kenn-Schl                          Rebate claim       $ 11,150

Lewis Homes Inc.                   Rebate claim       $ 10,497

Quality Homes Sales                Rebate claim        $ 5,033

422 Homes Sales                    Trade debt            $ 538


FRUIT OF THE LOOM: Update Concerning FTL, Ltd. Cayman Islands Liquidation
-------------------------------------------------------------------------
On December 30, 1999, FTL, Ltd., voluntarily filed a Petition in the Grand
Court of the Cayman Islands for the appointment of Theo Bullmore and Simon
Whicker as Joint Provisional Liquidators (Cause No. 823 of 1999). The
JPL's were appointed pursuant to the Companies Law ss.99. Among Orders
made by the Court on the presentation of the Petition was an Injunction
restraining further proceedings in any action, suit or proceedings against
FTL, Ltd. without first obtaining leave of the Court.

Under the Companies Law ss.110 the Court conferred the powers of an
Official Liquidator (ss.109) on the JPL's. Those powers include:

(a) to bring or defend any action, civil or criminal, on behalf of FTL,
     Ltd.;

(b) to carry on the business of FTL, Ltd. to sell the real and personal
     property of FTL, Ltd.; and

(c) to do all acts and execute all contracts, deeds, receipts and documents
     on behalf of FTL, Ltd.

Although FTL, Ltd. is authorized to operate its business and manage its
properties as debtor-in-possession, it may not engage in transactions
outside the ordinary course of business without obtaining the approval of
the JPL's and complying with the Orders of the Grand Court. It is intended
that the Cayman Proceedings will be conducted in tandem with the Chapter
11 Bankruptcy cases.

The JPL's issued their first report on 2 June 2000. In their report, the
JPL's indicate that the major steps taken by the Company have been to
identify and correct operational problems, to reduce product lines to
focus on core products and to identify those divisions that can either be
sold or discontinued. The report also indicates, based on financial
information supplied by the Company, progress is being made in the above
noted areas. The JPL's propose to report again on their activities and
further developments relating to the Company's financial performance on or
about 15 September 2000. (Fruit of the Loom Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENESIS HEALTH: Creditors Committee Retains Akin Gump as Lead Counsel
---------------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Genesis Health
Ventures, Inc., sought and obtained the Court's approval for the
Committee's retention of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as the
Committee's Local Counsel, nunc pro tunc to July 11, 2000.

The Committee contemplates that Akin, Gump will:

(1)  advise the Committee with respect to its rights, duties and powers
      in the Cases;

(2)  assist and advise the Committee in its consultations with the Debtors
      relative to the administration of the cases;

(3)  assist the Committee in analyzing the claims of the Debtors' creditors
      and in negotiating with such creditors;

(4)  assist the Committee's investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtors and of the
      operation of the Debtors' business;

(5)  assist the Committee in its analysis of and negotiations with the
      Debtors or any third party concerning matters related to, among other
      things, the Debtors' proposed sale of its assets and the terms of a
      plan of reorganization for the Debtors;

(6)  assist and advise the Committee as to its communications to the
      general creditor body regarding significant matters in these Cases;

(7)  represent the Committee at all hearings and other proceedings;

(8)  review and analyze all applications, orders, statements of operations
      and schedules filed with the Court and advise the Committee as to
      their propriety;

(9)  assist the Committee in preparing pleadings and applications as may be
      necessary in furtherance of the Committee's interests and objectives;
      and

(10) perform other legal services as may be required and are deemed to be
      in the interests of the Committee in accordance with the Committee's
      powers and duties as set forth in the Bankruptcy Code.

Subject to the Court's approval, Akin Gump will charge the Committee for
its legal services on an hourly basis in accordance with its ordinary and
customary hourly rates in effect. The current hourly rates are:

           Partners                     $ 260 - $ 575
           Associates and Counsel       $ l40 - $ 365
           Paraprofessionals            $  60 - $ 145

The Akin Gump professionals presently expected to have primary
responsibility for providing services to the Committee are:

           David H. Golden (Partner)      $ 575/hour
           Lisa G. Beckerman (Partner)    $ 425/hour
           Mark D. Taylor (Counsel)       $ 300/hour
           Shuba Satyaprasad (Associate)  $ 210/hour

Prior to the commencement of the Genesis chapter 11 Cases, Akin Gump
represented the Informal Committee and has continued to render services in
such capacity from the Petition Date up to the Committee Formation Date.

Prior to the Petition Date, the Debtors provided Akin Gump with a Retainer
of $125,000. Akin Gump is holding the unapplied portion of the Retainer in
the amount of $82,965. Akin Gump also received pre-petition a total of
$182,812 (including the Retainer) in payment of its fees and reimbursement
of its expenses incurred as counsel for the informal Committee. Akin
Gump's fees and expenses for prepetition services performed on behalf of
the Informal Committee amounted to $99,846. (Genesis/Multicare Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLDEN OCEAN: Bentley Investments Voices Objections to Debtors' Plan
--------------------------------------------------------------------
Bentley Investments, SA, a creditor and party in interest objects to
confirmation of Frontline Ltd.'s Plan of Reorganization.

Bentley states that the Official Committee of Unsecured Creditors was to
dismiss with prejudice pending litigation against Bentley, and that
condition to confirmation has not been satisfied.

Specifically the Frontline Disclosure Statement provides that the Committee
must support the Frontline-Bentley Agreement and withdraw the complaint in,
and, on or before the date of confirmation of the plan, dismiss with
prejudice the matter pending in the court entitled Official Creditors
Committee v. Bentley Investment, et al. In fact, not only has this not
happened, but Bentley states that the Committee has redoubled its
litigation efforts. On August 31, 2000, the Committee filed a complaint
that realleges the facts upon which it relied to assert claims in the
original litigation.

Second, as an administrative creditor of the debtors, Bentley is entitled
to payment on or before the Effective Date of the plan, and such payment,
if the Committee has its way will not be forthcoming.


GOLF COMMUNITIES: Orlando Golf Owner Starts To Pay Off Its Debts
----------------------------------------------------------------
The Palm Beach Post reports that, right after the bankruptcy court approved
the plan of the bankrupt Golf Communities of America, the company has
started giving off its properties to pay up its debts. A lender will be
getting back its six properties to cover up for the $160 million the
company owe. Credit Suisse-First Boston Mortgage Capital, LLC will get five
assets and the Cutter Sound Golf & Yacht Club. While, unsecured creditors
will also be grabbing their hands onto four properties.

Golf Communities is a publicly held company with corporate offices located
in Orlando, Florida, Golf Communities of America specialized in the
acquisition, development, management, and marketing of golf properties. The
company filed for Chapter 11 in July of last year.


GRAHAM-FIELD: Selects Conway Del Genio to Serve as Financial Advisor
--------------------------------------------------------------------
Graham-Field Health Products, Inc. and its affiliated debtors seek a court
order approving retention of Conway, Del Genio, Gries & Co. LLC as
investment bankers to debtors. Currently there is no investment banker or
financial advisor rendering services to the debtors.

The debtors require the services of an investment banker as they prepare to
initiate and proceed through the plan development and negotiation process.

The firm will provide the following services to the debtors:

a) Perform general due diligence to assist the debtors in defining their
financial and operational difficulties including gathering and analyzing
data, interviewing appropriate management and evaluating the debtors'
existing financial forecasts and budgets;

b) Reviewing the debtors' current short-term liquidity forecasts and
assisting management in modifying and updating such forecasts based upon
current information, CDG's observations and other information as it becomes
available;

c) Developing alternative strategies for improving liquidity (including
overhead expense reduction, divestitures and cash conservation programs)
and assisting in the implementation thereof;

d) Assisting the debtors in the development and execution of a business
plan including detailed financial projections;

e) Leading discussions with existing lenders and creditors in maintaining
ongoing DIP financing;

f) Managing the development , evaluation and execution of any potential
restructuring transaction;

g) Leading the negotiations with existing lenders, creditors and other
parties in interest in the implementation of a restructuring transaction;

h) Assisting in the evaluation and/or implementation of any sale to a third
party of all or part of the debtors' assets or business;

i) Assisting the debtors in the evaluation and/or implementation of raising
capital;

j) Developing an appropriate capital structure for the company's business;

k) Valuing the company for purposes of a plan of reorganization, and;

l) Providing advice and/or expert testimony concerning financial matters
relating to a plan or plans of reorganization, incldui9ng the feasibility
of such reorganization plans, the valuation of any securities issued in
connection with reorganization plans including advice in connection with
any disclosure statements to be filed by the debtors as part of a Chapter
11 reorganization.

The debtors have agreed to pay the firm $125,000 per month and upon the
effective date of a plan of reorganization, a fee in an amount equal to 1%
of the "reorganization value" not to exceed $1.5 million, with a credit of
$50,000 on account of each Monthly Fee paid.


GRAND UNION: New Jersey Supermarket Chain Struggles Financially
---------------------------------------------------------------
Grand Union Co. is struggling to stay afloat, beset by losses and more than
$430 million in short-term and long-term debt. The Wayne, N.J. grocery
supermarket chain recently announced 170 layoffs in an attempt to reduce
costs by as much as $12 million and retained Merrill Lynch to nose around
for a buyer. While the retailer has a strong presence with its more than
200 stores in the Northeast, it may nonetheless be difficult to find a
buyer. Its stock price has plummeted from $14/share to only pennies in the
past year, while one analyst has pointed out that Grand Union's net worth
has sunk from about $330 million to $9 million--making it unattractive as a
takeover target. The company reported a loss for its year ended in April
2000 of $310 million, while its losses for the first quarter of this year
totaled $51.7 million on a 4% decline in sales--to $658 million.  For a
free copy of an article about financially-troubled Grand Union call
800-407-9044. (New Generation Research, Inc. 11-Sep-00)


GREENWOOD VILLAGE: Fitch Affirms BBB- Rating on $14.9MM Nursing Home Bonds
--------------------------------------------------------------------------
The Indiana Health Facility Financing Authority`s (IN) $2.4 million revenue
bonds, series 2000 (Greenwood Village Project) have been rated `BBB-` by
Fitch. In addition, Fitch affirms its `BBB-` rating on Greenwood Village
South`s outstanding $14.9 million series 1998 bonds. Proceeds from the
series 2000 bonds will be used to fund a 31 bed nursing bed expansion and
renovation project on the existing campus, fund a debt service reserve and
pay costs of issuance. The series 2000 bonds are scheduled to be sold
through negotiation during the week of Oct. 2, by underwriter B.C. Ziegler
and Company.

Greenwood Village South`s (GVS) `BBB-` rating is supported by strong
historical utilization, adequate pro forma debt service coverage, the
presence of a reputable management company and GVS`s low cost positioning
in a stable market. Historical occupancy rates have averaged nearly 95% for
all living units and the health center. Operating in a market that exhibits
sound socioeconomic characteristics, GVS`s positioning as an affordable
provider of senior housing should support future occupancy levels. The
presence of Life Care Service Corp. (LCS) as the facility`s manager allows
GVS access to a unique array of in-depth services that provide a
significant value-added benefit to GVS and a distinct competitive advantage
in the marketplace. Pro Forma coverage of maximum annual debt service
(MADS) for fiscal year-end 2000 is adequate at 1.8 times (x).

Concerns include Greenwood Village South`s relatively light liquidity
evidenced by a days cash on hand ratio of 198 and cash to debt of 36% as of
June 30, 2000. Additionally, increased interest, depreciation and operating
expenses have resulted in break-even operating performance during the past
two fiscal years and will continue to present a challenge for management in
the near future. GVS`s unaudited results for FY2000 show an excess margin
of 0.6%, which is relatively stable compared to the 1.4% excess margin of
1999. Pro forma coverage of MADS based on a net available calculation that
excludes advance fees increased from (-0.1)x in 1998 to 0.5x in 1999 and
remained stable at 0.5x as of June 30, 2000.

GVS is a not-for-profit continuing care retirement community (CCRC) located
in Greenwood, IN with 259 independent living units, 60 assisted living
units, and 106 skilled nursing beds.


GST TELECOM: Time Warner Executes Purchase Agreement for GST Assets
-------------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leader in delivering converged
communications services to businesses over its fiber, facilities-based
network, announced it has executed a purchase agreement to acquire
substantially all of the assets of GST Telecommunications, Inc., and has
received commitments for $1.2 billion of additional financing. The purchase
agreement provides for the purchase of substantially all of the GST assets
for cash consideration of $640 million, plus the assumption of certain
liabilities and fees, up to a total purchase price of $690 million. The
purchase agreement has been executed with the closing subject to delivery
and satisfaction with disclosure schedules, obtaining bankruptcy court and
regulatory approvals and certain other customary closing conditions.
The assets Time Warner Telecom will acquire include: over 4,200 miles of
local and regional fiber networks in the Western United States; network
operations center in Vancouver, Washington; SS7 networks; voice and data
switches; and substantially all other assets, excluding customers and
certain assets in Hawaii and certain non-core businesses. By the end of
2001, Time Warner Telecom expects to offer services in 44 markets, as
compared to 22 today, 14 of which are in the top 25 U.S. markets.

"We have earned the reputation as a company that is thoughtful in its
planning and outstanding in its execution," said Larissa Herda, Time Warner
Telecom President and CEO. "This acquisition significantly expands our
footprint into attractive markets in the West with minimal overlap with our
existing operations. Our expertise in managing extensive fiber-optic
networks, and more importantly, selling services that ride over these fiber
optic networks, should allow us to capitalize on GST's solid
infrastructure."

"Within a week of being awarded the assets in the auction, our transition
team was at GST headquarters to begin the integration planning process,"
Herda added. "People are key to any successful operation. Since the first
time we visited GST, we have been impressed with their personnel and hope
to bring most of them to Time Warner Telecom."

"Our plans include continued strong growth in our existing markets, and
launching seven additional markets previously announced, between now and
the end of 2001," Herda said. "We also have the bench strength in our
management ranks to grow and expand under our current business plan and to
integrate the GST operations. I commit to our customers and investors that
we will remain focused on our current operations."

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

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

"This acquisition allows Time Warner Telecom to significantly accelerate
our growth plans," Rayner added. "These assets, along with our plans to
expand them, will allow us to increase our revenues. By 2003, we expect the
GST markets will generate approximately 25 percent of our consolidated
revenue. At the same time, we expect EBITDA to continue to grow."
A presentation with additional information is available on the company's
web site: www.twtelecom.com.

                         About Time Warner Telecom Inc.

Time Warner Telecom Inc., headquartered in Littleton, Colo., builds local
and regional optical networks and delivers "last-mile" broadband data,
Internet access and voice for businesses. The company currently serves
customers in 22 U.S. metropolitan areas including: Austin, Dallas, Houston
and San Antonio, Texas; Charlotte, Fayetteville, Greensboro and Raleigh,
N.C.; Albany, Binghamton, New York City and Rochester, N.Y.; Northern New
Jersey; Cincinnati and Columbus, Ohio; Memphis, Tenn.; Orlando and Tampa,
Fla.; Indianapolis, Ind.; Milwaukee, Wisc.; San Diego, Calif.; and
Honolulu, Hawaii. Time Warner Telecom plans to activate its networks in the
Los Angeles/Orange County, Calif. and Dayton, Ohio markets later this year.
The company will begin offering service in Denver, Chicago, Atlanta,
Minneapolis and Columbia, S.C. in mid-2001. Please visit www.twtelecom.com
for more information.


HARNISCHFEGER INDUSTRIES: Employees May Get $4.2 million Of Severance Pay
-------------------------------------------------------------------------
The Associated Press reports that, former workers of Beloit Corp.,
subsidiary of Harnischfeger Industries, may possibly get the benefits that
were denied to them.  Amounting to one week of severance pay for each
year's service, with four weeks minimum and 26 weeks maximum, the employees
could get $4.2 million. "This is another strong show of support from the
state to these workers," said state Rep. Dan Schooff, D-Beloit. "We have
been saying for months that these workers have a legitimate claim, and
we've been arguing with Harnischfeger just as long.  This in a vindication
for the position of the workers." The matter will be forwarded to the Dept.
of Justice and with the bankruptcy court, unless Harnischfeger can pay the
said benefits under after 15 days.


HEILIG-MEYERS: Announces 302 Stores To Close As Part of Reorganization Plan
---------------------------------------------------------------------------
Heilig-Meyers Company announced intentions to close 302 stores within the
next two months as part of its reorganization effort. After the scheduled
closings, the Company will still be operating over 550 stores nationally.
The Company has been operating under Chapter 11 protection since August 16,
2000. (New Generation Research, Inc., 11-Sep-00)


HEILIG-MEYERS: U.S. Trustee will Convene 341 Meeting on September 22
--------------------------------------------------------------------
On August 16, 2000, Heilig-Meyers Company, et al., filed Chapter
11 cases in the US Bankruptcy Court, Eastern District of Virginia, Richmond
Division.

The US Trustee for the Eastern District of Virginia has scheduled a meeting
of creditors for September 22, 2000 at 2:00 PM at The Shockoe Centre,
Richmond, Va.

Attorneys for the debtor are Willkie, Farr & Gallagher and McGuirewoods
LLP.  Attorney for the Creditors Committee is Akin, Gump, Strauss, Hauer &
Feld LLP.


INSILCO HOLDING: Completes Sale of Automotive Businesses, Raising $144 Mil
--------------------------------------------------------------------------
Insilco Holding Co., on August 25, 2000, through its wholly owned
subsidiary, Insilco Corporation, completed the previously announced sale of
its automotive businesses. Net proceeds of $143.8 million from the
divestiture were used to reduce drawn balances under the existing Bank
Credit Facilities.

The company also, as part of its strategic repositioning, has changed the
name of its operating subsidiary, Insilco Corporation, to Insilco
Technologies, Inc. (IT), amended IT's previous Bank Credit Agreement and
Facilities to $210 million, and completed IT's previously announced
acquisition of Precision Cable Manufacturing Company (PCM). Proceeds from
the amended credit agreement, net of fees and expenses, were used to repay
the balances under the previous Bank Credit Facilities, complete the
acquisition of PCM, and increase liquidity.

Insilco Holding Co., based in suburban Columbus, Ohio is a leading global
supplier of custom cable assemblies and wire harnesses; passive electronic
components, including high-speed network connectors and power transformers;
and high precision metal stampings. Insilco serves several rapidly growing
markets including the telecommunications, computer networking, data
processing, medical instrumentation and automotive markets. Insilco has
Canada, Mexico, Northern Ireland, Ireland, Puerto Rico and the Dominican
Republic.


KMART CORPORATION: Enio Montini, Jr. and James Boyd As New Vice Presidents
--------------------------------------------------------------------------
Kmart Corporation announced that Enio (Tony) A. Montini, Jr., 47, will join
the company as Vice President and General Merchandise Manager, Drug Store
Businesses, effective immediately.

Reporting directly to Cecil Kearse, Kmart Executive Vice President
Merchandising, Montini will be responsible for pharmacy merchandising,
health and beauty care, fragrances and cosmetics, over-the-counter drugs
and celebration. Montini fills the post previously held by Ron Chomiuk who
recently was promoted to Vice President, Pharmacy Operations for Kmart.

A 25-year veteran of the drug store retail industry, Montini most recently
served as Vice President of Sales for Leiner Health Products in Cleveland,
Ohio. He also has held senior management merchandising posts with Revco
D.S., Inc., F & M Distributors, Reliable Drug Stores, Inc. and Rite Aid,
Inc. as well as senior inventory management positions with Gray Drug Fair
and Thrifty Drug Company. Montini received a Bachelor of Science in
Mathematics from Duquesne University and his Masters in Business
Administration from Case Western Reserve University.

"Tony brings extensive merchandise experience to our drug store businesses.
His understanding of the needs of the drug store consumer will be key to
leading the further development of these categories," said Kearse.

Also, the company announced that James E. Boyd, Jr., 44, former Chief
Operating Officer of Atlanta-based Popeyes Chicken & Biscuits, will join
the company as Operations Vice President, Restaurant Operations, effective
Sept. 15, 2000.

A 28-year veteran of the restaurant industry, Boyd will report directly to
Mark Schwartz, Kmart Executive Vice President, Store Operations, and be
responsible for restaurant operations including sales, relationships with
suppliers, marketing and training.

"Jim's broad restaurant operations experience will be a valuable asset in
further developing our restaurant business. His ability to develop and
maintain partnerships with suppliers will be key to bringing customers a
quality dining experience in our KCaf‚s," said Andy Giancamilli, Kmart
President and Chief Operating Officer.

Boyd began his restaurant career with Wendy's as a manager in 1982. He
progressed through various management positions at Wendy's and The Krystal
Company before joining Popeyes Chicken & Biscuits as a franchise district
consultant. Prior to his promotion to Chief Operating Officer at Popeyes,
he held the position of Senior Vice President of Popeyes and Vice President
of Franchise Operations. He also served as Vice President of Franchise
Operations, Regional Director/South and North/Central/Company and Franchise
Operations and Regional Director/South Central, Franchise Operations.

Kmart Corporation 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
www.bluelight.com in the "About Kmart" section.


KRYSTAL COMPANY: $125 Million of Debt Securities Downgraded by Moody's
----------------------------------------------------------------------
Moody's Investors Service downgraded all ratings of The Krystal Company.
Ratings downgraded include the $25.0 million senior secured revolver to B2
from Ba3 and the $100.0 million 10.25% senior unsecured notes due 2007 to
B3 from B1. The senior implied rating was lowered to B3 from B1 and the
issuer rating was lowered to Caa1. The rating outlook is stable.

The rating action was prompted by the compressed operating margins and
decreased debt protection measures for the last several quarters as well as
the tightness of the company's liquidity position. A decline in cash flow
caused by decreased operating margins (compared to prior years) combined
with an aggressive new store construction program has led to near-term
liquidity concerns ahead of the October 1 interest payment.

The ratings reflect the intense competition within the quick service
restaurant industry, the company's relatively small size compared to
several direct hamburger competitors, and the geographic concentration of
the company's restaurants. The ratings also consider the company's
leveraged financial condition (particularly measuring lease-adjusted debt),
moderate operating and cash flow margins, and the mediocre return on
assets. However, the ratings also recognize that the Krystal brand-name is
recognized within its Southeast trade area and the company owns a
substantial portion of restaurant real estate.

The B2 rating on the senior secured revolver considers that virtually all
of the company's tangible and intangible assets secure this debt and that
the revolver enjoys the guarantees of the company's subsidiaries and the
parent holding company. The B3 rating on the senior unsecured notes
recognizes that this debt is issued at the operating company level and is
guaranteed by the company's subsidiaries, but the notes are effectively
subordinate to the secured bank debt. We believe that enterprise value plus
unencumbered real estate value could provide full coverage to bondholders
in a distressed scenario.

The stable rating outlook reflects our expectation that margins will return
to historical norms within the next four quarters, that debt protection
measures will reverse the negative trend, and that the company will
maintain an adequate liquidity cushion.

Operating margins for the first half of 2000 equaled 1.3% versus 5.8%
during the first two quarters of 1999. Quarter over quarter same store
sales have been negative for the past four quarters because the
introduction of new menu items has slowed and the average check per
customer has decreased (following a new emphasis on selling discounted bags
of hamburgers). Declining sales per restaurant combined with increases in
labor costs and a moderate increase in beef costs have led to the cash flow
decreases.

The company has opened 12 restaurants for the first half of 2000 versus 4
restaurants for the first six months of 1999. As of July 2, 2000,
approximately $5.6 million of the $25.0 million credit facility remained
available, compared to availability of about $19.9 million on January 2,
2000. With a bond interest payment due on October 1 and about $5.3 million
of cash on hand, we expect that liquidity over the near term will be tight.
The company should receive about $5 million in cash before the end of 2000
from sale and leaseback of several of the newly opened restaurants, but
this may not happen before October 1. While completion of the sale-
leaseback transaction supports Krystal's liquidity, Moody's notes that
adjusted debt will not be materially different after completion of the sale
and leaseback transactions.

Debt was 5.5 times trailing EBITDA (for the twelve months ending July 2,
2000), while lease adjusted debt to EBITDAR reflected the company's higher
effective leverage of 5.9 times. EBITDA was 2.1 times interest expense, but
capital expenditures plus interest expense significantly exceeded
internally generated cash flow (as measured by EBITDA). For the year ending
December 2000, we expect that EBITDA will cover interest expense about 1.7
times and adjusted debt (pro-forma for the effect of the $5 million sale
and leaseback) to EBITDAR will equal about 6.2 times. Looking ahead into
the second half of 2001, we anticipate that improved operations will lead
to debt protection measures closer to historically normal interest coverage
in excess of 2.5 times and adjusted debt to EBITDAR of less than 5 times.

The Krystal Company, headquartered in Chattanooga, Tennessee, operates 260
and franchises 127 quick service hamburger restaurants across the
Southeast.


LIBERTY HOUSE: General Growth Backs-Out on $195 Million Purchase Offer
----------------------------------------------------------------------
GGP Ala Moana, L.L.C., an affiliate of General Growth Properties, backed-
out on its bid after announcing its offer of $195 million to purchase the
bankrupt Liberty House.  Liberty attorney Bruce Bennett, Esq., of Hennigan,
Bennett & Dorman, told the Associated Press that the offer was
unattractive.  "I, for one, don't even understand why it was filed," Mr.
Bennett said.  GGP prepared not just a short letter to Liberty House, but
filed a full-blown competing plan of reorganization and disclosure
statement -- a huge undertaking by GGP lawyers Jeffrey C. Krause, Esq., at
Akin, Gump, Strauss, Hauer & Feld, and Marshall E. Eisenberg, Esq., at Neal
Gerber & Eisenberg.  Liberty House filed for bankruptcy protection under
Chapter 11 in March, 1998.  


LOEWEN GROUP: Shareholders Brings Motion For Conversion of Preferred Shares
---------------------------------------------------------------------------
The Loewen Group Inc. (TSE:LWN) announced that holders of First Preferred
Shares, Series C have brought a motion seeking an order which would allow
conversion of their Series C Preferred Share into common shares.

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. On June 1, 1999, the Ontario
Superior Court of Justice issued a stay order which prohibits parties with
agreements with Loewen from exercising their conversion rights with respect
to securities of Loewen. On September 7, 2000, RBC Dominion Securities
Inc., Sunrise Partners LLC and Paloma Strategic Fund LP, Series C Preferred
Share holders holding approximately 2,300,000 shares served the Company
with motion material for an order lifting the stay order to enable such
holders to exercise their rights to convert the Series C Preferred Shares
into common shares.

There are currently 8,800,000 First Preferred Shares, Series C outstanding.
As a result of the Company failing to pay 6 consecutive quarterly dividends
on the Series C Shares, each Series C Preferred Share is convertible into
approximately 9.08 common shares pursuant to the terms of the Series C
Shares. If the stay order is lifted by the Court and holders of all
8,800,000 Series C Preferred Share properly exercise their rights to
convert, approximately 80,000,000 additional common shares will be issued
by the Corporation. There are currently 74,145,466 common shares
outstanding.

Loewen is currently engaged in discussions with its principal creditors
concerning the terms of its plan of reorganization. John S. Lacey, Chairman
of the board commented, "I must again re-emphasize that the Loewen Group is
faced with more than US$2.2 billion of debt which, in reorganization, will
rank ahead of the Common and Preferred Shares. As we have previously stated
on other occasions, it is extremely doubtful that the reorganization will
result in distribution of any consideration to our current common and
preferred shareholders".

The Ontario Superior Court of Justice is scheduled to consider the motion
on September 29, 2000. Conversion of the Series C Preferred Shares into
common shares is subject to the court lifting the stay order. The Company
will be opposing the motion as it does not want to create any misleading
impressions that there is any value in the Common or Preferred Shares of
the Company.

The Loewen Group Inc. currently owns or operates more than 1,100 funeral
homes and more than 400 cemeteries across the United States, Canada and the
United Kingdom. The Company employs approximately 12,000 people and derives
approximately 90 percent of its revenue from its U.S. operations.


MAXICARE HEALTH: Rights Offering Has Terminated
-----------------------------------------------
Maxicare Health Plans, Inc., reports that its letter of intent with MDB
Capital Group LLC to act as standby underwriter with respect to the
company's pending rights offering has been terminated. In connection with
the foregoing, the company has amended the rights offering so that, subject
to the NOL limitation described below, those shareholders who fully
subscribe to the rights available to them in the rights offering shall have
over-subscription rights to purchase additional shares from those shares
which have not been purchased by other shareholders in the rights offering,
up to a maximum of 50% of the shares which are available to the
over-subscribing shareholder in the rights offering. In the event the
number of Unsubscribed Shares are insufficient to meet the exercise of all
of the Over-Subscription Rights, over-subscription shares will be allocated
on a pro-rata basis, based upon the ratio that the number of shares owned
by each over-subscribing shareholder on the record date for the rights
offering, September 14, 2000 bears to the total number of shares owned by
all over-subscribing shareholders on the Record Date. In order to preserve
the company's outstanding net operating loss carryforwards ("NOL"), no
shareholder may acquire 5% or more of the outstanding shares of the
company's common stock through its exercise of Over-Subscription Rights
without the prior approval of the company's Board of Directors.

As previously announced, the company has granted to its shareholders of
record as of the Record Date non-transferable rights to purchase, for a
fifteen day period, at $1.00 per share 1-1/2 shares of the company's common
stock for each share of common stock owned by such shareholders on the
Record Date. With the exercise of Over-Subscription Rights each shareholder
may purchase up to 2-1/4 shares of the company's common stock for each
share of common stock owned by such shareholder on the Record Date. If
fully subscribed, the company anticipates raising approximately $28 million
in the rights offering.

The effectiveness of the rights offering is subject to shareholder approval
of an amendment to the company's certificate of incorporation increasing
the number of authorized shares of common stock from 40 million to 80
million at the company's upcoming annual meeting of shareholders which is
scheduled for September 14, 2000 and the effectiveness of the company's
Form S-2 Registration Statement which it has filed with the Securities and
Exchange Commission. The company reserves the right to further amend the
terms of or to withdraw the rights offering at any time.

Maxicare Health Plans, Inc. is a managed health care company with ongoing
operations principally in California and Indiana. Its health care plans
currently have approximately 430,000 members. The company also offers
various employee benefit packages through its subsidiaries Maxicare
Life and Health Insurance Company and HealthAmerica Corporation.


MEDITRUST COMPANIES: Five Point Plan Doesn't Call for Shareholder Dividend
--------------------------------------------------------------------------
Meditrust Corporation (NYSE: MT) announced that it is unlikely the Company
will pay a dividend on its common shares for the year 2000. This dividend
update is consistent with the Companies Five Point Plan of reorganization
announced in January 2000, which stated that the Company would distribute
the minimum dividend required to maintain REIT status.

This announcement follows an analysis of the Company's current estimate for
REIT ordinary taxable income for the year 2000 that was prompted by its
recent announcement of the sale of certain healthcare assets. Since January
2000, Meditrust has sold $959 million of assets on which it has recorded
$244 million of losses. Due to the amount of these losses, management
believes that the Company's REIT ordinary taxable income will reflect a
loss for the year 2000 and therefore no common dividend will be required to
be paid to maintain REIT status. The minimum dividend calculation is
defined as 95% of REIT ordinary taxable income for the year ending December
31, 2000.

In December 2000, a definitive announcement on the common dividend will be
made after the Board of Directors has completed their final analysis of the
minimum dividend required to maintain REIT status. This policy will not
impact the dividends payable for the Company's cumulative preferred stock.
Accordingly, the Company expects that the preferred dividend will remain at
9% and will continue to be declared and paid quarterly.

                      About The Meditrust Companies

The Meditrust Companies, a real estate investment trust headquartered in
Dallas, Texas, consists of Meditrust Corporation, a REIT, and Meditrust
Operating Company. Meditrust Corporation's portfolio consists of 300
lodging facilities, 94 long-term care facilities, 94 retirement and
assisted living facilities, five medical office buildings, and seven other
healthcare facilities. Meditrust Operating Company operates all of the
lodging facilities under the La Quinta brand name. Today's news release as
well as other news about The Meditrust Companies is available on the
Internet at http://www.reit.com.

                       About La Quinta Inns, Inc.

La Quinta Inns, Inc. owns and operates 230 Inns and 70 Inn & Suites in 28
states. La Quinta is the lodging division of The Meditrust Companies and is
also headquartered in Dallas. For more information about La Quinta, please
visit its Web site at http://www.laquinta.com.


NIAGARA MOHAWK: Signs Merger Agreement with National Grid
---------------------------------------------------------
National Grid Group plc and Niagara Mohawk Holdings, Inc. have signed a
merger agreement under which National Grid will acquire Niagara Mohawk
through the formation of a new National Grid holding company, New National
Grid, and the exchange of Niagara Mohawk shares for a combination of
American Depositary Shares and cash. National Grid, one of the U.K.'s 50
largest companies and the world's largest independent electric transmission
company, builds, owns and operates electric and telecommunications networks
around the world. Niagara Mohawk is the second largest combined electric
and gas utility in New York State.

Niagara Mohawk is National Grid's third U.S. acquisition, after New England
Electric System and Eastern Utilities Associates, which were both acquired
earlier this year.

The combination will create the ninth largest electric utility in the U.S.
with an electric customer base of approximately 3.3 million. With Niagara
Mohawk, National Grid will own and operate the most extensive transmission
network (by miles) and be the second largest distribution business (by
power delivered) in the New England/New York market.

Niagara Mohawk will continue to operate under its current name and will
keep its operating headquarters in Syracuse. Upon completion of the
transaction, Niagara Mohawk will become a wholly-owned subsidiary of
National Grid and be re-branded "Niagara Mohawk, a National Grid Company."

Under the terms of the transaction, Niagara Mohawk shareholders will
receive consideration of $19.00 per Niagara Mohawk share, subject to the
dollar value of five National Grid ordinary shares being between $32.50 and
$51.00. In the event that the dollar value of five National Grid ordinary
shares is greater than $51.00, the per share consideration received by
Niagara Mohawk shareholders will increase by two-thirds of the percentage
of the increase in value over $51.00. In the event that the dollar value of
five National Grid ordinary shares is less than $32.50, the per share
consideration received by Niagara Mohawk shareholders will decrease by
two-thirds of the percentage of the decrease in value below $32.50.
Shareholders can elect to receive their consideration either in cash or
ADSs, or a combination of both, subject to the aggregate cash consideration
offered being at least $1.0 billion. If cash elections received from
Niagara Mohawk shareholders exceed $1.0 billion, National Grid has the
option to increase the cash element of the consideration. The terms of the
merger agreement value the equity of Niagara Mohawk at approximately $3.0
billion ((pound)2.1 billion) and the enterprise value of Niagara Mohawk at
approximately $8.9 billion ((pound)6.1 billion), including net debt of $5.9
billion ((pound) 4.0 billion) as of June 30, 2000.

The transaction is expected to be accretive to National Grid's earnings
per share after the amortization of goodwill in the first full financial
year after completion of the acquisition, and should substantially enhance
National Grid's cash flow per share immediately following the completion.
Through merger-related cost synergies and sharing of best practices,
National Grid expects to achieve annual cost savings of approximately $90
million across New England and New York operations, representing some 10
percent of the enlarged group's electric controllable cost base. These
savings are expected to be achieved within four years of the merger's
completion, with approximately 50% of these savings achieved in the
combined company's first full financial year.

The transaction is expected to be completed by late 2001, subject to a
number of conditions, including regulatory and other governmental consents
and approvals, the sale of Niagara Mohawk's nuclear facilities or other
satisfactory arrangements being reached, and the approval of Niagara Mohawk
and National Grid shareholders.

David Jones, chief executive of National Grid, said, "This acquisition
builds perfectly on our successful North American strategy. It builds on
both the platform we have created in New England and our top quality U.S.
management team. With Niagara Mohawk, we double the size of our U.S.
business and reinforce our position as a leading player in the Northeast -
a region that is clearly at the forefront of the industry's restructuring
in the U.S."

"Niagara Mohawk's management team has managed the critical issues related
to purchase power contracts and industry restructuring over the last
several years, which resulted in lower delivery costs for customers," Jones
continued. "This work, along with its focused transmission and distribution
business and depth of regional knowledge and experience, makes Niagara
Mohawk an attractive partner to National Grid as we expand our U.S.
business."

Jones concluded: "Our ten years of experience operating a transmission
system in a competitive environment strengthens our ability to provide
services that will benefit customers in today's rapidly changing U.S.
energy markets. We look forward to bringing our experience to New York, and
to continuing to contribute to the current debate on the restructuring of
the U.S. transmission sector."

William E. Davis, chairman and chief executive of Niagara Mohawk, who will
become chairman of National Grid USA and will join the National Grid board
of directors as an executive director for two years after the completion of
the acquisition, said, "We are delighted to be joining forces with National
Grid to become an important part of one of the largest and most efficient
energy delivery companies in the world. This transaction is in the best
interests of our shareholders, and will yield significant benefits for our
customers, employees and the communities we serve. Direct savings and
sharing of best practices will create an even more efficient company,
leading to lower delivery costs and enhanced customer service, making
upstate New York a more attractive region for economic growth."

National Grid will have - following the acquisition of Niagara Mohawk -
approximately 10,000 employees in its regulated electric and gas businesses
in New York and New England. National Grid's goal is to achieve workforce
reductions across the entire National Grid USA organization by 500 to 750
positions - over a period of four years - through natural attrition and
voluntary programs. National Grid has achieved targeted merger savings and
efficiencies in its previous U.S. mergers on a similar basis. A joint
National Grid - Niagara Mohawk integration team will manage the cost
reduction program and facilitate sharing of best practices.

Said National Grid USA President and CEO Rick Sergel, who will continue in
his role after the merger, "Based on our successful integration of NEES and
EUA earlier this year, we are confident that we will be able to reduce
energy delivery costs, improve service for consumers in Niagara Mohawk's
territories and contribute to economic development in upstate New York. We
are fortunate to be working with Niagara Mohawk's dedicated employees, who
have decades of experience in serving customers in upstate New York."

Noting that the Pataki administration, New York State regulators, and
Niagara Mohawk have made tremendous progress in restructuring New York
State's energy markets and achieving settlements on above-market power
purchase contracts, Sergel added, "We aim to work with New York regulators
to structure long-term rate plans that benefit customers and shareholders
and include incentives for cost control and superior customer service. We
intend to provide long-term rate stability that will support regional
economic development in upstate New York."

"This transaction is a vote of our confidence for the long-term health of
the upstate New York economy," concluded Sergel, noting that Niagara Mohawk
will continue to be a major taxpayer in New York State. "We will continue
Niagara Mohawk's excellent record of corporate citizenship in upstate New
York. The same people who serve Niagara Mohawk customers and live in their
neighborhoods will continue to do so after the merger. We will honor all
union agreements, be responsive to the needs of local communities and
support charitable organizations as Niagara Mohawk has done in the past. We
will establish a New York Advisory Board made up of Niagara Mohawk's
current outside directors to help advise on customer and community
relations."

N M Rothschild & Sons Limited and Rothschild Inc. are advising National
Grid, and Niagara Mohawk is being advised by Donaldson, Lufkin & Jenrette
Securities Corporation. Merrill Lynch International and Credit Suisse First
Boston are brokers to National Grid.

Niagara Mohawk Holdings, Inc. is an investor-owned energy services company
that provides electricity to more than 1.5 million customers across 24,000
square miles of upstate New York. The company also delivers natural gas to
more than 540,000 customers over 4,500 square miles of eastern, central and
northern New York. The company has approximately 7,600 employees.

The National Grid Group plc builds, owns and operates electric and
comminications networks around the world, focusing on liberalizing markets.
National Grid operates electric networks in the U.K., the U.S., Argentina
and Zambia. The company's growing portfolio of telecommunications
businesses includes ventures in the U.K., the U.S., Brazil, Argentina,
Chile and Poland. National Grid Group's headquarters are in London,
England.

National Grid USA includes local electric companies Massachusetts Electric,
Narragansett Electric, Granite State Electric, and Nantucket Electric, and
a substantial transmission business. The company has approximately 3,800
employees.


ODYSSEY AMERICA: Moody's Gives Insurer Adequate Financial Strength Ratings
--------------------------------------------------------------------------
Moody's Investors Service has assigned Baa1 insurance financial strength
ratings to Odyssey America Reinsurance Corporation and Odyssey Re
Corporation, collectively known as the Odyssey Re Group. These companies
are subsidiaries of Fairfax Financial Holdings Limited, a Canadian holding
company (senior debt at Baa3).

According to Moody's, the ratings reflect the group's good position in the
U.S. property and casualty brokered reinsurance market, its renewed focus
on underwriting discipline, and its high quality investment portfolio. Like
many reinsurers operating in the broker market, Odyssey America Re
(formerly TIG Re) employs an "opportunistic approach" to underwriting its
business, meaning that the company looks to expand capacity into targeted
programs or market sectors when pricing is favorable and to limit capacity
during periods of weak pricing. Through Odyssey America Re, the group
gained further geographic diversification as well as additional
distribution platforms, primarily through its Lloyds Syndicate and London
Branch.

These strengths are tempered by the financial leverage at its ultimate
parent, Fairfax Financial, and the associated debt service payments that
must be funded primarily by dividends from its several insurance and
reinsurance subsidiaries. Fairfax Financial has aggressively grown its
reinsurance business over the past five years, and generally, the acquired
companies have been hampered by weak and volatile earnings. Moody's
believes that the acquired operations may be difficult to "turn around" in
the short term as re-underwriting and non-renewing business is generally
completed over several renewal cycles. Further, prior to its acquisition by
Odyssey, TIG Re had a history of volatile earnings associated with adverse
development on reserves, and reserve adequacy on current accident years
remains a risk.

The outlook for the rated Odyssey Re companies is negative. The group's
future success in improving its operating performance will likely figure
prominently in the ratings assessment going forward.

The Odyssey America Re Group, headquartered in Stamford, Connecticut,
represents a sizable presence in the global reinsurance market and is
ranked among the top twenty-five reinsurers internationally. It is the
fourth largest US broker market reinsurer. The company's business profile
is moderately diversified geographically and consists of a broad mix of
property and casualty reinsurance as well as specialty lines coverages
including marine and aviation. For the first six months of 2000, the
Odyssey Re Group reported net premiums written of $282 million with net
income of $28 million and policyholder's surplus of $884 million as of June
30, 2000.

Fairfax Financial Holdings, based in Toronto, Ontario, Canada, is a
financial services holding company that is engaged through its subsidiaries
primarily in the underwriting of property and liability insurance and
reinsurance in Canada, the United States, and internationally, as well as
in claims adjusting and asset management. As of June 30, 2000, Fairfax
Financial reported year-to-date total revenues of C$3.2 billion and a pre-
tax operating loss of C$57 million (excluding realized investment gains of
C$168 million), and shareholders' equity of C$3.4 billion.


OPTEL, INC.: Asks for Extension of Exclusive Period through January 29
----------------------------------------------------------------------
Optel, Inc., et al., through their co-counsel, Kronish Lieb Weiner &
Hellman LLP and Young Conaway Stargatt & Taylor LLP seeks a court order
extending the debtors' exclusive right to file a plan of reorganization and
to solicit acceptances thereto. A hearing to consider the motion will be
held on September 13, 2000 at 4:00 PM before the Honorable Sue L. Robinson,
US District Court for the District of Delaware.

The debtors are seeking an extension of the period during which the debtors
shall have the co-exclusive right with the Committee to file a plan of
reorganization through and including January 29, 2001.

The debtors are also seeking an extension of the time during which the
debtors and Committee shall have the co-exclusive right to solicit
acceptances to said plan through and including March 29, 2001.

It is the intention of the debtors to sell certain of its cable related
assets and to effectuate a reorganization around its telecommunications
assets. The debtors have retained Daniels & Associates to assist in the
market for sale of their cable related assets. The debtors are in the
process of accepting bids on certain of their assets and will then proceed
with assets sales subject to higher and better offers, as is evidenced by
the transaction with Adelphia Communications Corporation.

Since the debtors have just begun accepting the bids on their assets, they
state that the formulation and filing of a plan of reorganization is
premature, and therefore they seek the instant extensions.


POP SMEAR:  Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Pop Smear, Inc.
          11 East 4th Street
          New York, NY 11012

Chapter 11 Petition Date:  September 11, 2000

Court:  Southern District of New York

Bankruptcy Case No.:  00-14226

Debtor's Council:  Harold S. Berzow, Esq.
                    Finkel Goldstein Berzow Rosenbloom & Nash, LLP
                    26 Broadway
                    New York, NY 10004
                    (212) 344-2929

Total Assets:  $ 1,025,008
Total Debts :  $ 1,285,823

20 Largest Unsecured Creditors:

Dempkin Printing                Trade Debt         $ 200,000

New Green 50 W 23               Trade Debt         $ 155,261

Atlantic Paper Group            Trade Debt         $ 110,552

Sanford Graphics                Trade Debt         $ 106,214

Chase Small Business            Trade Debt          $ 75,468

Next Printing & Design          Trade Debt          $ 69,000

Roosevelt Paper Company         Trade Debt          $ 46,475

Advanta Leasing Services        Trade Debt          $ 37,050

Trancontinental Printing        Trade Debt          $ 32,553

Icon                                                $ 31,768

AT&T Capital Leasing Serv.       Trade Debt         $ 30,483

Wells Fargo                      Trade Debt         $ 26,122

GE/Colonial Pacific              Trade Debt         $ 22,546

Pitneyworks Visa                 Trade Debt         $ 19,911

Advanta Business Cards           Trade Debt         $ 19,769

Imperial Business Credit         Trade Debt         $ 17,827

Milton Paper Company             Trade Debt         $ 15,919

Commerce Security Bank           Trade Debt         $ 15,741

Pitneyworks Postage              Trade Debt         $ 12,807

Answercomm                       Trade Debt         $ 12,800


RIDGECREST VILLAGE: Fitch Puts BBB- Rating on $11.3MM Revenue Bonds
-------------------------------------------------------------------
Fitch has rated `BBB-` approximately $11.3 million fixed-rate revenue bonds
series 2000A, issued on behalf of Ridgecrest Village of Davenport, Iowa.
Fitch has also rated `BBB-` the series 2000B extendable rate adjustable
securities in the amount of $2.5 million. In addition, Fitch rates `BBB-`
Ridgecrest Village`s outstanding $14.0 million series 1993 A bonds.
Proceeds from the series 2000 bonds will be used to fund certain capital
expenditures related to common area improvements, construction of 60
assisted living units (including 15 Alzheimer`s/dementia care beds), fund
capitalized interest, fund a debt service reserve and pay costs of
issuance. The series 2000 bonds are scheduled to be sold through
negotiation during the week of Sept. 11 by underwriter B.C. Ziegler and
Company.

The `BBB-` rating is supported by Ridgecrest Village`s favorable market
position, strong profitability, solid days cash on hand and favorable
utilization of services. Ridgecrest is the only lifecare continuing care
retirement community (CCRC) operating in Davenport, and is well established
in a community with many new long-term care providers. Profitability has
been consistently strong over the previous five years, and excess margin
was 8.1% for the year ended 6/30/2000. In addition, days cash on hand was
solid at 428.8 days for the fiscal year ended 2000, and has increased
substantially each of the previous five years. Solid occupancy rates have
fueled financial performance, averaging 90% for independent living
accommodations and 91% occupancy for skilled nursing.

Concerns include Ridgecrest Village`s high pro forma debt burden, low
coverage of maximum annual debt service (MADS), and risks associated with
construction and fill-up of new assisted living units. Ridgecrest has a
high debt burden with 6/30/00 proforma MADS as a percent of revenue of
29.0%. 6/30/00 pro forma debt service coverage of MADS is light at 1.1x,
although interest on the series 2000 bonds will be capitalized through 24
months of construction and fill-up. Proforma cash to debt of 28.7% also
shows the high debt burden at 6/30/00. The potential for slower than
expected fill-up of new assisted-living units is also a concern.

Fitch believes Ridgecrest Village`s expansion plans will expand the
facility`s revenue base and common area improvements will make it more
attractive to consumers. Fitch believes the community`s profitability,
liquidity and cash flow will improve steadily in the long-term.

Located in Davenport, Iowa, Ridgecrest Village is a Type A (CCRC) with 145
independent living apartments, 41 independent living cottages, and 104
skilled nursing beds. Series 2000 bonds will fund capital expenditures
related to common area improvements and the construction of 60 assisted
living units that will include 15 Alzheimer`s/dementia units.


SAFETY-KLEEN: Motion To Approve Employment Agreement With David Thomas
----------------------------------------------------------------------
By this Motion, Safety-Kleen Corp. seeks authority to retain and enter into
an employment agreement with Mr. David E. Thomas, Jr. as Chairman of the
Board of Directors and Chief Executive Officer of Safety-Kleen Corp.

Mr. Thomas was the Senior Managing Director and Head of Investment Banking
at Raymond James & Associates, Inc., a subsidiary of Raymond James
Financial, Inc., since 1996. He joined Raymond James in 1987 as the head
of the Environmental Services Group and later became head of the Mergers
and Acquisitions Group. Prior to joining Raymond James, Mr. Thomas was a
shareholder and director of a merchant banking firm.

Upon execution of the Thomas Employment Agreement, Mr. Thomas will serve
as the Chairman and Chief Executive Officer of the Debtors. The salient
terms of the Thomas Employment Agreement are:

Term and Duties:

    The term of the Thomas Agreement is for 2 years.

Salary and Bonus:

    Mr. Thomas will receive an annual base salary of $800,000 less the
aggregate amount of any compensation received by Mr. Thomas from Raymond
James & Associates, Inc. If Mr. Thomas is employed by the Company on the
date that either a plan of reorganization is consummated or on the date of
the sale of substantially all of the assets of the Company then, within 15
days of such consummation or sale, the Company shall pay to Mr. Thomas a
bonus of $1,500,000 in recognition of his efforts in facilitating such
reorganization or sale.

Termination:

    If SKC terminates Mr. Thomas' employment for any reason other than
(i) Cause, (ii) death, (iii) Disability, or (iv) during the 60-day period
following payment of the Plan of Reorganization Bonus or subsequent to the
payment of a Sale bonus or at the conclusion of the term of this
Agreement, or if Mr. Thomas terminates his employment for Good Reason, the
Company shall pay to Mr. Thomas in a lump sum payment, an amount equal to
Mr. Thomas, then current Annual Base Salary (without giving effect to
reductions thereto) and any other amounts earned through the Date of
Termination. In addition, during the second year following Mr. Thomas'
termination other than his termination upon the expiration of the term of
this agreement, in a time and manner consistent with the Company's payroll
cycle, Mr. Thomas shall also receive monthly payments equal to 1/12 of the
Mr. Thomas' Annual Base Salary (which amount shall be subject to
mitigation). (Safety-Kleen Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SHONEY'S, INC: Financial Restructuring Plan Completed Successfully
------------------------------------------------------------------
Shoney's, Inc. (OTC Bulletin Board: SHOY) announced the successful
completion of its financial restructuring plan, consisting of the
refinancing of the Company's $205 million of existing bank credit
facilities and term loans and the repurchase of approximately $230 million
principal amount at maturity of subordinated debt.

The Company closed new financing consisting of $99 million of long-term
mortgage financing for its Shoney's division, $135 million of credit
facilities for its Captain D's division and $30 million of credit
facilities for its Commissary division. In conjunction with the new
financings, the Company's existing working capital facility was amended and
restated with an amount set at $40 million.

The restructuring has improved the Company's financial profile by reducing
total debt, reducing annual interest expense and extending the average life
of the Company's debt. Total debt has been reduced by $69 million. The
transactions also generated an after tax gain of approximately $80 million
or $1.59 per share. Raymond D. Schoenbaum, Chairman of the Board, stated
"this restructuring has enabled us to create immediate value for our
shareholders."

The repurchase of the bonds required Shoney's, Inc. to refinance all of its
existing senior indebtedness. In doing so, the Company's debt was allocated
to its three principal business units: Shoney's, Inc., Commissary
Operations, Inc. and the newly formed Captain D's, Inc. Schoenbaum added
"looking ahead we expect this to give the Company more options as we pursue
appropriate business strategies for each business unit. This added
flexibility allows us to better pursue our goal of maximizing shareholder
value going forward."

J. Michael Bodnar, CEO and President, added "We are pleased at the response
of our bondholders to the tender offer. By eliminating restrictions that
existed under prior debt instruments and allocating specific assets and
appropriate amounts of debt to each operating unit, we have provided
greater flexibility and independence to each."

Banc of America Securities (BAS) was the Company's financial adviser on the
restructuring. BAS arranged the new mortgage financing and the new credit
facilities. BAS also acted as dealer manager and solicitation agent on the
tender offers and consent solicitations for the Company's existing
convertible subordinated notes. "This buyback is a significant step for the
company as we seek to strengthen our balance sheet and position Shoney's
for the future," said Chief Financial Officer James M. Beltrame. "Much
credit goes to Banc of America Securities who worked side by side with our
management team to conceive, structure and execute all elements of the
transaction."

The Company also announced the detailed results of the tender offers and
consent solicitations for its convertible subordinated notes, which
previously consisted of $51.56 million principal amount of 8-1/4%
convertible Subordinated Debentures due 2002 (the "Debentures") and $177.36
million principal amount at maturity of Liquid Yield Option Notes due 2004
(the "LYONs"). As of the expiration of the tender offers on September 6,
2000, the Company had received and, at that time, accepted for payment
$46.48 million aggregate principal amount of the Debentures and $159.65
million aggregate principal amount of maturity of the LYONs. Settlement of
the tender offer was made on Thursday, September 7, 2000 by payment of the
aggregate purchase price to the Depositary for the offers, The Bank of New
York.

Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and
Captain D's Seafood Restaurants.


SOUTHMOORE GOLF: Northampton Golf Course Reorganizes Debts Under Chapter 11
---------------------------------------------------------------------------
The Morning Call reports that, Southmoore Golf Course filed for bankruptcy
protection, postponing a scheduled sheriff's sale. The golf firm owner and
former partner, Peter Barter face a $4.2 million lawsuit, company attorney  
Charles Bruno relates.  "The opportunity to refinance and pay Mr. Barter
could not happen till the other cases are resolved," Bruno said.  
Southmoore is prepared to pay off all obligations, and that depends on the
resolution of the other cases."

Northampton County-based Southmoore filed for Chapter 11 bankruptcy
allowing it to reorganize its debts and formulate a plan to create a
repayment plan without hindering operations.  


SUN HEALTHCARE: Moves To Implement Collection Action Settlement Protocol
------------------------------------------------------------------------
Sun Healthcare Group, Inc., and its debtor-affiliates are currently
involved in numerous disputes relating to the collection of accounts
receivable and other amounts owing to them that have arisen in the ordinary
course of their businesses. Such controversies relate to: (1) private-pay
patients; (2) hospitals and nursing homes that use the Debtors' services
for their patients; and (3) other disputes over amounts not exceeding
$500,000.

The bulk of the private-pay patient actions range between $1,000 and
$60,000 while claims relating to healthcare facilities can range between
$50,000 and $2,000,000. There are currently more than 250 private-pay
patient actions and approximately 300 pending healthcare facility actions.
These actions, depending on the size and complexity of the underlying
claim, are generally handled either directly by Sun's in-house counsel or
by outside counsel employed by the Debtors.

The Debtors believe that the requirement of seeking Court approval of each
settlement will prove extremely costly to the Debtors' estates, especially
because the cost of seeking Court authority will often equal or exceed the
settlement amount.

To settle the actions quickly and cost-effectively, the Debtors sought and
obtained authority, pursuant to sections 105 and 363 of the Bankruptcy
Code and Bankruptcy Rule 9019(b), to settle prepetition and postpetition
collection actions in the ordinary course of their businesses, applying
basically the same settlement guidelines and considerations under which
they have historically settled similar actions, with quarterly status
reports to be submitted to the DIP lenders, the United States Trustee, and
the Creditors' Committee, indicating the number of such settled Actions
and the payments received.

The Debtors assure that settlements will only be entered into in
accordance with the terms of the DIP Financing and the proposed procedure
will not apply to settlements that involve an "insider,' as defined in
section 101(31) of the Bankruptcy Code. (Sun Healthcare Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SUPERIOR NATIONAL: Reaches Agreement with California Dept. of Insurance
-----------------------------------------------------------------------
Superior National Insurance Group, Inc. (SNTL or Superior National)
announced that on Friday, September 8, 2000, it reached an agreement with
the California Department of Insurance ("CDI") and certain affiliates of
the Kemper Insurance Group ("Kemper") under which the conservation of
SNTL's insurance companies and SNTL's reorganization efforts will continue
simultaneously. With the formation of this agreement the orderly transition
of SNTL's prior insurance underwriting operations to Kemper and the CDI was
accomplished. In addition, Superior National's insurance servicing
operations, conducted through SN Insurance Services, Inc. ("SNIS") and SN
Insurance Administrators, Inc. ("SNIA"), were separated from Superior
National's prior underwriting operations so that SNIS and SNIA can continue
their operations under SNTL control.

Under the agreement, SNIS and SNIA remain approved and licensed entities to
conduct their historic managing agency and third party administrator
business. The agreement sets forth protocols for the retention of services
of certain Superior National employees, access to or ownership of SNTL's
computer systems and domain name, and relinquishment of certain rights and
assets via releases and indemnities. The agreement also resolved certain
inter-company accounting issues, as a result of which SNIS remitted $24.0
million to the CDI upon execution of the agreement, and will remit at least
$30.6 million of additional funds to the CDI upon approval of the agreement
by the several courts having jurisdiction over Superior National and its
former insurance subsidiaries. The CDI also agreed to a zero cost
commutation of a longstanding reinsurance contract between a conserved
insurance company and a Bermuda-domiciled affiliate of SNTL.

J. Chris Seaman, Superior National President and Chief Executive Officer,
stated, "Superior National is pleased to have been able to assist the
Conservation and Liquidation Office of the California Department of
Insurance in its model rehabilitation of Superior National's former
insurance subsidiaries. The disputes sometimes encountered in complex
situations such as this were ultimately preempted by the good will of all
parties involved."

Superior National Insurance Group, Inc. is the parent company of SN
Insurance Services, Inc. and SN Insurance Administrators, Inc., workers'
compensation insurance servicing organizations operating throughout the
United States. Superior National previously announced that it sought
Chapter 11 protection and that the California Department of Insurance had
seized the assets and operations of Superior National's five California
domiciled insurance subsidiaries. Superior National Insurance also
previously announced that it filed a lawsuit alleging that Foundation
Health Corporation, Foundation Health Systems, Inc., and Milliman &
Robertson, Inc., defrauded SNTL when in 1998 Foundation Health Corporation
sold Business Insurance Group, Inc. to Superior National knowing at the
time of the sale that Business Insurance Group was insolvent, and further
alleging that Milliman & Robertson, Inc. conspired with FHC and FHS and
assisted in the execution of the fraud. A trial date for the lawsuit has
been set in December of 2001.


TRI-VALLEY GROWERS: Jefferies & Company to Advise Creditors' Committee
----------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tri-Valley Growers applies
to employ Jefferies & Company Inc. as its financial consultant.

The firm will become familiar with an analyze the business operations,
properties, financial condition and prospects of the debtor; advise the
Committee on the current state of the "restructuring market", assist and
advise the Committee on the valuation of the debtor's assets; assist and
advise the Committee in developing a general strategy for accomplishing a
restructuring; assist and advise the Committee in implementing a plan of
restructuring with the debtor; assist and advise the Committee on
developing a strategy with respect to recapitalization possibilities for
the debtor; ssist and advise the Committee in evaluating and analyzing a
restructuring including the value of the securities, if any, that may be
issued under any restructuring plan; assist the Committee and counsel in
identifying potential financing sources for a recapitalization; assist the
Committee and counsel in the negotiation in any and all aspects of a
restructuring; provide such financial analysis as requested from time to
time by the committee in furtherance of its activities, including assisting
the Committee in evaluating proposed sales of the debtor's assets and other
potential litigation recoveries; assist the Committee in evaluating the
marketing and sale efforts by the debtor of its assets; and provide
testimony in Bankruptcy Court as necessary.

The Committee desires to employ Jefferies for a period of three months at a
monthly fee of $100,000 per month.

Proposed attorneys for the Committee are Felderstein Willoughby & Pascuzzi
LLP.


VENCOR, INC.: Exclusivity Extended through September 29, 2000
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware has
approved Vencor Inc.'s motion to extend the company's exclusive right to
file its plan of reorganization through September 29, 2000.

In support of its motion, the company informed the Court that it has
continued to make progress in the reorganization. The company noted that
negotiations to finalize a consensual plan of reorganization have continued
with Ventas, Inc., the senior bank lenders, holders of the company's $300
million 9 7/8% Guaranteed Senior Subordinated Notes due 2005 and the
advisors to the official committee of unsecured creditors. The company also
reported to the Court that it has continued its conversations with the
Department of Justice regarding the negotiation of the plan of
reorganization. The company informed the Court that it is optimistic that
it soon will be in a position to file a consensual plan of reorganization.

Vencor and the lenders under the debtor-in-possession financing have agreed
to extend the period of time for the company to file its plan of
reorganization through September 29, 2000.

Vencor and its subsidiaries filed voluntary petitions for reorganization
under Chapter 11 with the Court on September 13, 1999.

The company is a national provider of long-term healthcare services
primarily operating nursing centers and hospitals.


WCI & RENCO STEEL: Moodys Places Ratings for $520MM of Securities on Review
---------------------------------------------------------------------------
Moody's Investors Service placed the ratings of WCI Steel, Inc. and Renco
Steel Holdings, Inc. under review with direction uncertain following the
announcement that Acme Metals Incorporated is seeking approval from the
U.S. Bankruptcy Court for bidding procedures relating to a potential sale
of certain assets of its wholly-owned subsidiary, Acme Steel Co., to WCI
Steel. Approval will permit WCI to continue with its due diligence of Acme,
a prerequisite for negotiating a definitive purchase agreement. Acme Metals
filed for bankruptcy protection in September 1998.

The WCI Steel ratings placed under review include the B1 rating for its
$100 million bank credit facility and the B2 rating for its $300 million
10% senior notes, due 2004. The Renco Steel Holdings, Inc. ratings under
review include the holding company's B2 senior implied rating, its Caa2
senior unsecured issuer rating, and the Caa2 rating for its $120 million of
10.875% senior notes, due 2005.

While the ratings are under review, Moody's will monitor the progress of
the acquisition discussions and meet with management at WCI and its parent,
The Renco Group, Inc., as definitive business plans become available.
Moody's review will focus on the price paid for the assets, the amount and
nature of the debt, environmental and employee liabilities of Acme Steel
that will be assumed by WCI, the prospective capitalization of WCI, and the
potential synergies of the merger.

WCI and Acme Steel have complementary products and production facilities
and a business combination could expand WCI's product offerings and improve
its production efficiency and distribution logistics. While it is expected
that WCI will finance the acquisition with debt, use of a portion of WCI's
$93 million cash balance (as of April 30, 2000) should enable WCI to
complete the acquisition without significantly affecting its current credit
measurements.

Renco Steel Holdings, Inc. is a holding company that owns 100% of WCI
Steel, Inc., a niche oriented integrated producer of value-added custom
steel products. Both companies are headquartered in Warren, Ohio.


XM SATELLITE: Moody's Assigns Caa1 Rating to 14% Sr. Secured Discount Notes
----------------------------------------------------=----------------------
Moody's Investors Service assigned a Caa1 rating to XM Satellite Radio
Inc.'s $325 million of 14% senior secured discount notes due 2010 and a
"caa" to XM Satellite Radio Holdings Inc.'s $100 million of convertible
preferred stock. The senior implied rating is Caa1 and the senior unsecured
issuer rating is Caa2. The outlook is stable. XM is a development stage
company that will launch two satellites (a third is in reserve) to provide
100 channels of radio programming throughout the United States. Service is
expected to begin in the second quarter of 2001. XM's primary market will
be the passenger automobile, trucking, and boating segments. It is one of
only two companies licensed by the Federal Communications Commission to
provide this service.

The ratings reflect the significant business, technical, and to a lesser
extent, liquidity and regulatory risks that confront XM. The basic business
model is untested; the complex technical operating infrastructure is
incomplete; and the company still needs to raise additional capital for its
post-operational working capital requirements. At present, uncertainties
exist regarding the company's ability to develop sufficient demand for
satellite-based radio at price points necessary to service its debt load.
The depth and breadth of XM's potential market and the viability of the
company's advertising model is unproven. Moody's notes that radio
broadcasting continues to evolve slowly over time and has always been
distributed without charge to the consumer. We are unsure that radio
listeners are prepared for pay-radio, regardless of its digital quality,
multi-channel offerings, and despite the success of DBS. CDs and tapes
represent competition as entrenched music distribution systems with
definable advantages recognized by the consumer.

Moody's is also concerned about the potential for competition from
terrestrial broadcasters, who are upgrading to digital, hence eroding
satellite radio's sound-based technical advantage. Until satellite radio
has carved out a niche, it remains vulnerable to innovation in other
technologies such as internet radio.

Finally, certain significant steps along the critical path to operational
readiness still have to be completed. Two satellites have to be
successfully launched and the terrestrial repeater system has to be
installed. The potential for delays remains high because these systems will
have to be integrated and tested. Additional operational and capital
demands will be made on XM (and Sirius) in the future as a result of their
agreement with the FCC to provide interoperability between the
technologies.

However, XM's business risks are mitigated by consumer preference for
radio, and the uninterrupted growth in radio advertising since radio's
inception. Further, there is measurable consumer interest in satellite
radio, as reported by the Yankee Group, Yankelovich and Strategic Marketing
and Research Techniques studies. XM's business model benefits from its many
strategic alliances with such entities as GM, Honda, Clear Channel, Direct
TV, Sony, Pioneer, Alpine. XM also benefits from the quality of its
management team as well as the conservative levels of market penetration
necessary to break even. Moody's also recognizes that XM will enjoy the
protection of a regulated, duopolistic environment with high barriers to
entry as well as the existence of several natural markets, such as the
trucking, leisure boating, and rural areas with limited radio offerings.

From the programming perspective, XM is partnering with dominant operators
such as Clear Channel in addition to niche broadcasters like Radio One,
Hispanic Radio, and Salem Communications. These partnerships will reduce
the content production demands on the management team while also rapidly
building the quality and variety of its content. XM will also benefit from
its dual revenue strategy. XM's subscribers will support the company in the
near term, however, XM can be expected to benefit in the longer term from
advertisers interested in exploiting satellite radio's unique national
platform.

The technical risk associated with XM's system is mitigated by management's
familiarity with the satellite technology being utilized, as well as
established contracts with partners and developers to arrive at operational
readiness. The engineers, partners, as well as the management team at XM
are using the second generation of satellite component technology that was
used at WorldSpace, a satellite broadcaster currently broadcasting over
African air space. Moody's also recognizes the downside protection afforded
to XM by the third ground-based satellite, which provides redundancy, and
the satellite insurance.

To date, XM has raised approximately $1.3 billion in financing, including
$940 million of preferred and common equity, $314 million net proceeds of
the 14% senior secured notes. XM's history of capital raising supports the
expectation that XM will be able to fund the company's anticipated working
capital requirements until break even cash flow and fixed charge coverage
are attained.

The Caa1 secured notes rating reflects the benefit of its seniority within
the capital structure, the value of the FCC license, and the collateral
value of the satellites. The $325 million of secured notes are supported by
a capital structure that includes $940 million of shareholders' equity at
book value, $267 million of cash on hand at June 30, 2000, and a common
equity market capitalization approximating $2 billion. (According to
management, including the preferred shares and fully diluted shares, XM's
equity market capitalization is approximately $3.2 billion.)
XM Satellite Radio, Inc. is a development stage company founded to
commercialize satellite-to-car audio services in the US. It is
headquartered in Washington, D.C.


* Meetings, Conferences and Seminars
------------------------------------
September 12-17, 2000
    NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
       Convention
          Doubletree Resort, Montery, California
             Contact: 1-803-252-5646 or info@nabt.com

September 15-16, 2000
    AMERICAN BANKRUPTCY INSTITUTE
       Views From the Bench 2000
          Georgetown University Law Center, Washington, D.C.
             Contact: 1-703-739-0800

September 20-22, 2000
    RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
       3rd Annual Conference on Corporate Reorganizations
          The Regal Knickerbocker Hotel, Chicago, Illinois
             Contact: 1-903-592-5169 or ram@ballistic.com

September 21-23, 2000
    AMERICAN BANKRUPTCY INSTITUTE
       Litigation Skills Symposium
          Emory University School of Law, Atlanta, Georgia
             Contact: 1-703-739-0800

September 21-24, 2000
    AMERICAN BANKRUPTCY INSTITUTE
       8th Annual Southwest Bankruptcy Conference
          The Four Seasons, Las Vegas, Nevada
             Contact: 1-703-739-0800

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

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

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

February 22-24, 2001
    ALI-ABA
       Real Estate Defaults, Workouts, and Reorganizations
          Wyndham Palace Resort, Orlando (Walt Disney World), Florida
             Contact: 1-800-CLE-NEWS

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

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

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

                               *********

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

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

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

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

                               *********

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

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

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

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

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

                     * * * End of Transmission * * *