TCR_Public/000106.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      Thursday, January 6, 2000, Vol. 4, No. 4

ATC GROUP SERVICES: Seeks To Extend Exclusive Solicitation Period
BRADLEES: Registers Over 7 Million Shares For Securityholders
BRUNO'S: Files Plan Eliminating Pre-petition Debt
CHERRYDALE FARMS: Committee Supports Exclusivity Extension
CHS ELECTRONICS, INC.: Moody's Downgrades Senior Notes to Ca

COMPLETE MANAGEMENT: Hearing To Consider Purchase Agreement
DEVLIEG-BULLARD: Seeks Order Authorizing Extension of Financing
EAGLE GEOPHYSICAL: Taps Arthur Andersen As Auditors
EL PASO ELECTRIC: Fitch IBCA Upgrades 1st Mtge Bonds
FELCOR LODGING TRUST, INC.: S&P Lowers Ratings To Double `B'

FRUIT OF THE LOOM: Taps Milbank Tweed As Farley Counsel
GRAND UNION: UBS Tries To Dump Directors
HARNISCHFEGER: Taps Swidler Berlin; Details Confidential
HARVARD INDUSTRIES: Supplies Components For Auto Manufacturers
JUST FOR FEET: Order Extends Time To Assume/Reject Leases

JUST FOR FEET: Order Schedules Auction
LAMONTS APPAREL: Files Chapter 11 to Restructure Debt
LOEWEN:  Motion For Approval of Bid and Bid Protection Procedures
MICHAEL PETROLEUM: Plan Provides For Sale of Company
NEWCARE HEALTH: Seeks To Retain Receivable Strategies

NU-KOTE: Objections To Disclosure Statement and Plan
RARE SPECIES CONSERVATORY: Nearly Bankrupt Creating National Park
SUN HEALTHCARE: Committee To Retain Saul Ewing as Local Counsel
TELEHUB: LINC Capital Forces Assumption or Rejection of Equipment
TULTEX: Hearing Continued To Relocate Equipment

TULTEX: Reports Sales To SEC
UNITED HEALTHCARE: Ordered To Pay Claims Of Contractors
VENCOR: First Motion To Extend Exclusive Periods
WESTSTAR CINEMAS: Bar Date Extended For WF Holdings
WSR CORP: Charon Investments Objects To Exclusivity Extension


ATC GROUP SERVICES: Seeks To Extend Exclusive Solicitation Period
If approved, the exclusive period during which the debtors may
solicit acceptances of a plan of reorganization shall be extended
from January 24, 2000 through and including April 24, 2000.

The granting of the requested extension will permit the debtors
to finalize a firm commitment for $40 million in exit financing
and complete the terms of the plan without the threat of a
competing plan of reorganization.

BRADLEES: Registers Over 7 Million Shares For Securityholders
Bradlees, Inc., on behalf of selling securityholders, is
registering 7,267,424 shares of common stock of the company.  The
securities being registered were issued by Bradlees under the
terms of its bankruptcy reorganization.

The selling securityholders received these securities, directly
or indirectly, under Bradlees Plan of Reorganization in exchange
for the cancellation of various indebtedness owed them. The
company is not selling any of the securities and will not receive
any proceeds from the sale of the securities. The selling
securityholders may offer the securities through public or
private transactions, on the Nasdaq National Market, at
prevailing prices or at privately negotiated prices. The
registration of the securities does not necessarily mean that any
selling securityholder will actually sell their securities.  

BRUNO'S: Files Plan Eliminating Pre-petition Debt
On October 15, 1999, Bruno's Inc. and its subsidiaries filed
their Second Amended Joint Plan of Reorganization with the
Bankruptcy Court. Among other things, the Proposed Plan of
Reorganization provides that (i) all prepetition debt, other than
capitalized lease obligations, would be eliminated, (ii) general
unsecured creditors would receive cash payments in
an amount equal to 30% of the agreed value of their
claims, (iii) holders of the company's prepetition bank debt
would receive substantially all of the shares of common stock of
the reorganized company, and (iv) no payments would be made to
holders of the company's Senior Subordinated Notes or to holders
of shares of the company's existing common stock.

On October 15, 1999, the Bankruptcy Court, after notice and a
hearing, authorized the company to solicit acceptances of the
Proposed Plan of Reorganization from its creditors. The Proposed
Plan of Reorganization has been approved by the requisite vote of
the creditors of the company entitled to vote. The Bankruptcy
Court scheduled a hearing commencing on December 20, 1999 to
consider confirmation of the Proposed Plan of Reorganization.

Net sales decreased $41.8 million, to $398,708, and $221.1
million, to $1,213,520, in the quarter and year-to-date periods
ended October 30, 1999, as compared to the comparable periods of
the prior year. The decrease in net sales for both periods was
primarily attributable, according to the company, to the
reduction in the number of stores operated as a result of
the divestitures that occurred during the fiscal year ended
January 30, 1999.  Net losses for the quarter and year-to-date
1999 periods were $27.4 and $8.0 million respectively.  In the
same periods of 1998 the company had quarterly losses of $39.2
million, and a net gain year-to-date '98 of $6.9 million.

CHERRYDALE FARMS: Committee Supports Exclusivity Extension
The Official Committee of Unsecured Creditors of Cherrydale
Farms, Inc. supports the motion of the debtors for an order
granting further extension of the exclusive period in which to
solicit acceptances to the debtors' plan of orderly liquidation.

CHS ELECTRONICS, INC.: Moody's Downgrades Senior Notes to Ca
Moody's Investors Service lowered the rating
on CHS Electronics, Inc.'s $200 million senior notes, due 2005,
to Ca from Caa3, reflecting the increasing likelihood that
recovery of principal on the company's debt obligations will be
substantially impaired. The senior implied rating on the company
was lowered to Caa2 from B3, and the senior unsecured issuer
rating was lowered to Caa3 from Caa2. The ratings outlook
remains negative.

The ratings downgrade is based on CHS Electronics' announcement
of an agreement to sell substantially all of its European
operations to a group of senior managers for $11 million in cash,
or relief of an equivalent amount of liabilities, and a 10%
equity interest in the new company, subject to a successful
exchange of CHS' outstanding debt between the prospective
purchasers of the operations and the existing debt holders.
Although the transaction value for the CHS shareholders has been
estimated to be approximately $300 million, in Moody's opinion
the senior note holders would be offered considerably less than
full principal in the exchange. Under a previous proposal, CHS
had considered selling only 51% of its operations in Europe and
the Middle East, retaining a 49% interest in the ongoing
operations and continued liability for repayment of the debt.
The terms under the original proposal, first disclosed in late
October, were essentially the same as those concerning the
company's Latin American operations, which were sold in early
December. Under the Latin American transaction, CHS will receive
a consideration of $23.5, million consisting substantially of the
assumption of certain Latin American liabilities and a 49%
interest in the newly formed Additionally
under the Latin American transaction, CHS will own 51% of e-, an electronic commerce joint venture for
facilitating sales under which will own the
remaining 49%.

Most vexing is the uncertainty cast over the status of the
company's outstanding debt. According to the terms of the
proposed European transaction, CHS would be relieved of all
obligations to the holders of the $200 million senior notes as
well as $40.5 million convertible debentures held by Computer
Associates and up to $47 million of its guarantees for
obligations assumed by certain of the European subsidiaries.
There exists a limitations on asset sales clause under the
Indenture under which the disposition of assets envisioned in the
proposed transaction, and the consideration received by the
company, would have to conform, or otherwise a waiver from the
note holders would have to be obtained. As of September
30, 1999, the company recorded a cash position of $163 million,
nearly $80 million of which was restricted. Based on the transfer
of the company's interests in eight subsidiaries to their
original owners in non-cash transactions consummated in 1999Q4,
CHS has significantly reduced its liabilities and virtually
eliminated the previous negative consolidated tangible net worth
reflected. The company's pro forma September 30, 1999 balance
sheet listed notes payable of $542 million and long term debt of
$275 million. The recent resignation of the company's chief
financial officer and elevation to CFO of a senior executive
formerly responsible for special projects within the company
could presage a change in debt repayment philosophy.

CHS Electronics' sales have continued to deteriorate as creditors
have refused to extend credit to the company's European and Latin
American subsidiaries and OEM vendors have tightened the payment
terms for merchandise that is still being shipped. Although the
company was able to generate $163 million cash from operations
through FY1999Q3, liquidity has been adversely affected by $213
million of repayments required under the company's bank
borrowings. For the three months ended September 30, 1999,
revenues of $2.07 billion represented a 4.7% year-over-year
decline from revenues in FY1998Q3. The FY1999Q3 operating loss
was $44 million, even after adding back restructuring charges of
$170 million. Operating losses have mounted to $82 million for
the year to date through FY1999Q3.

CHS Electronics, Inc., a leading international distributor of
microcomputer products, including personal computers,
peripherals, networking products and software, is headquartered
in Miami, Florida.

COMPLETE MANAGEMENT: Hearing To Consider Purchase Agreement
A hearing will be held on January 25, 2000 to consider the motion
of Complete Management, Inc., debtor, for an order approving the
settlement and purchase agreement between the debtor and
Emergimed, PC, and its affiliated parties.

All litigation is terminated, the purchaser shall buy the assets
associated with the medical practice operated by the purchaser
parties at 663 Palisade Avenue, Cliffside Park, NJ.  The
purchaser delivered $2,025,000 to the escrow agent as provided in
the escrow agreement.  The agreements are subject to higher and
better offers.

DEVLIEG-BULLARD: Seeks Order Authorizing Extension of Financing
The debtor, Devlieg-Bullard, Inc. seek entry of interim and final
orders authorizing  debtor to enter into an amendment of its
postpetition financing facility with CIT Group/Business Credit,
extending the maturity date of the DIP Financing Facility to
February 15, 2000.  The loan commitment under the DIP Financing
Facility shall be reduced from $30 million to $20.3 million.  CIT
is entitled to a fee in the amount of $50,000.  

EAGLE GEOPHYSICAL: Taps Arthur Andersen As Auditors
The debtors, Eagle Geophysical, Inc., et al. seek to employ
Arthur Andersen LLP as auditors, tax consultants, advisors and

The firm will provide inter alia the following services:

Audit the debtors' annual financial statements;
Consult with the debtors on tax issues, including tax planning;
Provide general, non-bankruptcy business and general consulting,
if necessary;
Provide valuation services;
Assist in the preparation of tax returns;

EL PASO ELECTRIC: Fitch IBCA Upgrades 1st Mtge Bonds
Fitch IBCA upgrades the rating on El Paso Electric Company's
(EPE) $595 million in first mortgage bonds to "BBB-" from "BB+".

The rating upgrade reflects the approval of a rate settlement
agreement and passage of constructive electric restructuring
legislation in 1999 that together produce predictable and
relatively healthy cash flow through 2005, and an ongoing debt
reduction program that continues to reduce leverage and interest
expense. The rating upgrade also considers the unresolved
franchise issues with the city of Las Cruces, EPE's high debt
level, and the company's significant concentration of nuclear
generating assets.

The June 1999 rate settlement with the Public Utility Commission
of Texas allowed for continuation of a rate freeze through 2005
and a modest 5.0% rate reduction that should provide a
predictable revenue stream from Texas jurisdictional customers,
who account for 80% of retail revenue and 65% of total revenue,
and the continuation of EPE's aggressive debt reduction program.
In addition, electric industry restructuring legislation
specifically excludes the company from competition in Texas until
August 2005, which should permit EPE to amortize its stranded
costs to projected market levels by the time competition
is allowed in 2005.

Because of low capital requirements and the absence of common
stock dividend payments the company's internal cash generation
has been sufficient to reduce debt in excess of projections. The
debt ratio declined to 66% at Sept. 30, 1999 from 71% at yearend
1996, while the equity ratio increased to 34% from 22% over
the same period. The debt ratio had been as low as 63% at year-
end 1998, but increased following the 1999 repurchase of $136
million of preferred stock with cash reserves. Importantly, the
preferred stock repurchase eliminated the cash dividend of nearly
$15 million per annum which will be available for future debt

Given the 1999 rate reduction in Texas, the loss of revenues from
sales to Comision Federal de Electricidad, the national electric
utility for Mexico, and the potential loss of revenues from sales
to Las Cruces, EPE's credit measures may decline in 2000, but
should improve thereafter. Fitch IBCA expects EPE will
still have sufficient free cash flow to reduce debt in an
accelerated manner and that continued growth in the company's
service territory, new wholesale sales and lower interest costs
will improve credit measures after 2000. While the recent
mandated review by the New Mexico Public Regulation Commission
reopens EPE's 1998 rate stipulation, which lowered rates and
provided for stranded cost recovery, causes some uncertainty,
there appears to be little downside credit risk for EPE. The New
Mexico Utility Industry Restructuring Act of 1999 provides
for no less stranded cost recovery and potentially greater
recovery than EPE was permitted under the 1998 rate stipulation.
Moreover, EPE's stranded cost exposure in New Mexico is low due
to the small percent of operations in New Mexico (20% of retail
revenue) and the revaluation of EPE's assets to market value upon
emergence from bankruptcy in 1996.

FELCOR LODGING TRUST, INC.: S&P Lowers Ratings To Double `B'
NEW YORK, Jan 4 - Standard & Poor's today lowered its corporate
credit and bank loan ratings for FelCor Lodging Trust Inc. to
double-'B' from double-'B'-plus. The preferred stock rating for
the company was lowered to single-'B' from single-'B'-plus. In
addition, the rating on FelCor Suite L.P.'s senior unsecured debt
(guaranteed by FelCor Lodging) also was lowered to double-'B'
from double-'B'-plus. The downgrades follow FelCor's announcement
that its board of directors has authorized a $200 million share

The outlook remains negative.

The share repurchase authorization follows an initial $100
million repurchase that was authorized in September 1999. The
cumulative debt-financed repurchase program represents a
significant shift in FelCor's financial policy, and will cause
total debt to EBITDA to increase in the high 4 times (x) area on
a pro forma basis. Historically, FelCor has been among the least
levered hotel REITs, and has maintained a relatively conservative
capital structure.

However, credit measures have weakened continually over the past
three years due to acquisitions, slower revenue per available
room (REVPAR) growth, significant capital expenditures, and now,
debt financed share repurchases.

On the operating side, performance has been adequate, but
slightly below expectations. The company has been impacted by new
supply growth in Texas and certain other markets where it is
concentrated. About 20% of FelCor's portfolio is in Texas. Also,
REVPAR at the Embassy Suite hotels has been down slightly, in
part due to distractions at Promus Hotel Corp., which is the
franchisor. Hilton Hotel Corp.'s acquisition of Promus should
help refocus operating management and improve the performance of
the Embassy chain longer term. The Holiday Inn portfolio should
benefit from the significant renovation and repositioning efforts
that have been occurring since the Bristol acquisition closed in
mid 1998. Importantly, the overall economic environment in the
U.S. remains good.

Standard & Poor's expects that cash flow will improve next year
as the benefits from the Bristol hotel renovations are realized.
Also, capital expenditures are winding down, and FelCor should
generate modest amounts of free cash flow after dividends,
maintenance capital expenditures, and interest payments. However,
share repurchases will result in debt levels rising to about $2
billion. The company announced that it would fund the share
repurchases with additional long-term debt. While this will help
maintain undrawn capacity under FelCor's line of credit and
extend maturities, long-term rates have been increasing, and
coverage levels will be negatively impacted. EBITDA coverage of
interest expense is expected to be in the 2.5x range going
forward, compared with about 3.5x in 1998 pro forma for the
Bristol acquisition. The company continues to pursue certain
asset sales, which could modestly improve the leverage profile.


FRUIT OF THE LOOM: Taps Milbank Tweed As Farley Counsel
Fruit of the Loom Bankruptcy News Issue 2 reports that prior to
the Petition Date, Katten Muchin Zavis represented William F.
Farley, the Debtors' current chairman of the Board of Directors
and former CEO, on various matters, including the $65,000,000
loan from the Prepetition Lenders to Mr. Farley that is
guaranteed by the Debtors.  Accordingly, prior to the Petition
Date, the Debtors retained the New York-based law firm of
Milbank, Tweed, Hadley & McCloy LLP, to provide advice on matters
relating to Mr. Farley.  By this Application, the Debtors ask
Judge Walsh for authority to employ Milbank as Special Counsel
pursuant to 11 U.S.C. Sec. 327(e).

Dennis F. Dunne, Esq., a Milbank Partner, discloses that his firm
received a $100,000 retainer from the Debtors prior to the
Petition Date.  As of the Petition Date, approximately $51,300 of
that retainer was consumed.  Milbank will bill the Debtors for
services rendered by its attorneys and professionals at its
customary hourly rates:

               Partners                    $380 to $605
               Of Counsel                  $380 to $495
               Senior/Special Attorneys    $145 to $400
               Associates                  $155 to $380
               Legal Assistants             $75 to $200

GRAND UNION: UBS Tries To Dump Directors
UBS AG, a corporation incorporated under the laws of Switzerland,
holds 2,436,564 shares of common stock of Grand Union Company
representing 8.12% of the outstanding shares of common stock of
the company.  UBS exercises sole voting and dispositive power
over the shares.

UBS originally acquired the shares in August 1998 as part of a
plan of reorganization of Grand Union under Chapter 11 of the
Bankruptcy Code. UBS is syndication agent and a lender under
Grand Union's Credit Agreement dated August 17, 1998. Warburg
Dillon Read LLC, a subsidiary of UBS, acted as a co-advisor and
co-arranger with respect to the credit facility. UBS has a
revolving loan commitment of $25.0 million under the Credit
Agreement and has an outstanding term loan to the company under
the Credit Agreement of approximately $9.5 million as of December
10, 1999.

On December 3, 1999, UBS decided to solicit from a limited number
of holders of the common stock consents, without a meeting of
stockholders, to remove five of the company's directors (Jack W.
Patridge, Gary M. Philbin, Joseph Colonetta, David M. Green and
Thomas R. Cochill), to elect three persons to fill three
vacancies created by such removal (Herbert E. Seif, a Managing
Director of UBS; Michael J. Embler, a Vice President of Long
Drive Management Trust; and Robert H. Barnes, General Partner of
Broad Street Trading, L.P.) and to make certain related
amendments to the company's By-laws, including the repeal of any
By-laws adopted by the board of directors of the company on or
after December 2, 1999.

UBS is undertaking the consent solicitation because it is
displeased with the performance of Grand Union and its common
stock. According to UBS its purpose in the consent solicitation
is to reconstitute the board of directors of the company to
facilitate the immediate consideration and
pursuit of alternatives to enhance shareholder value, including a
merger or sale of the company. UBS says it does not have any plan
or proposal regarding any specific transaction or the identity of
any other party to any such transaction UBS has made and no
proposals for any other changes in the management of the company,
however, UBS reserves the right to formulate other purposes,
plans or proposals regarding the company or any of its
securities based on developments in the company's business,
discussions with the company, actions by management or a change
in market or other conditions. UBS does not intend to dispose of,
or cause to be disposed of, any of the shares of common stock
cited here during the pendency of its consent solicitation.

HARNISCHFEGER: Taps Swidler Berlin; Details Confidential
The Debtors want to retain Swidler Berlin Shereff Friedman, LLP
as their Special Securities Law counsel.  They also want to file
the required retention application "under seal" in the Bankruptcy
Court.  In other words, they do not want public disclosure of the
details in the retention application.  According to the Debtors'
Motion to keep the Employment Application under wraps, the
Retention Application "contains non-public information regarding
the Debtors which is highly confidential and which the debtors
would not be required to disclose were it not for the fact that
they require Bankruptcy court approval to retain Swidler Berlin.
. . ." (Harnischfeger Bankruptcy News Issue 18; Bankruptcy
Creditors' Service Inc.)  

HARVARD INDUSTRIES: Supplies Components For Auto Manufacturers
Harvard Industries, Inc. is a direct supplier of components for
Original Equipment Manufacturers ("OEMs") producing cars and
light trucks in North America, principally General Motors
Corporation, Ford Motor Company and Daimler-Chrysler. During the
past year the company conducted its operations primarily through
three wholly owned subsidiaries, Hayes-Albion Corporation;
Pottstown Precision Casting, Inc., formerly known as
Doehler-Jarvis Pottstown, Inc.; and The Kingston-Warren

The company's subsidiaries produce a wide range of products
including: rubber glass-run channels; rubber seals for doors and
trunk lids; complex, high volume aluminum castings and other
cast, fabricated, machined and decorated metal products; and
metal stamped and roll form products. On September 30, 1999
substantially all the assets of Kingston-Warren were
sold to a subsidiary of Hutchinson S.A.

Management's business strategy focuses on leveraging Harvard's
core competencies in the design and production of OEM automotive
components in order to target new business opportunities with
existing automotive OEM customers, as well as in the automotive
aftermarket and non-automotive industrial market.

Management indicates it intends to focus on accessing the non-
automotive industrial market and the automotive aftermarket to
leverage its existing product portfolio and manufacturing
expertise. Harvard believes that a number of its existing
automotive processes such as spin forming, tube rolling, and
high-strength steel forming will be marketable in the
industrial and aftermarket arenas because these processes are
commonly used for products offered in those markets.

Operating as debtor-in-possession since the 1997 filing of
chapter 11 bankruptcy protection the company reports net income
of $67,350 on sales of $495,131 for the fiscal year ended
September 30, 1999.  For comparison, the fiscal year ended
September 30, 1998 yielded a sales figure of $690,076 and
net losses of $55,804.

JUST FOR FEET: Order Extends Time To Assume/Reject Leases
The US Bankruptcy Court, District of Delaware entered an order on
December 28, 1999 extending the period within which the debtors
may assume or reject their unexpired leases of nonresidential eal
property to and including the earlier of April 30,2000 and the
date on which an order is entered confirming a Chapter 11 plan
for the debtors.

With respect to the closing store leases that are subject to the
auction the debtors shall have until February 7, 2000 to provide
notice to the landlord for such leases of their intent to assume
and assign such Closing Store Leases, and if the debtors do not
send such notice, the leases are deemed rejected.

JUST FOR FEET: Order Schedules Auction
A hearing was held on December 22, 1999, and the court has
entered an order authorizing and scheduling an auction for the
sale of the debtor's leasehold interests in certain non-
residential properties, approving the terms and conditions of the
auction and establishing cure amounts.  The auction of all or
substantially all of the debtors' leases will be held on January
24, 2000 at 11:00 AM at the offices of Weil, Gotshal & Manges
LLP, 767 Fifth Ave., 25th Floor, New York, NY.

LAMONTS APPAREL: Files Chapter 11 to Restructure Debt
Lamonts Apparel Inc. (OTCBB:LMNTE), which operates 38 family
apparel stores in five Northwestern states, has taken steps to
address its capital and liquidity constraints by filing a
voluntary petition to reorganize under Chapter 11 of the U.S.
Bankruptcy Code.

The filing took place today in the U.S. Bankruptcy Court for the
Western District of Washington in Seattle.

Lamonts confirmed that it has received commitments for$45 million
in debtor-in-possession (DIP) financing from Fleet Retail Finance
Inc. and Back Bay Capital Funding LLC. Upon Court approval, the
first draw under the new DIP agreement will replace the company's
current working capital-term debt facility with Fleet Retail

Lamonts expects daily operations at its stores to continue as
usual, with as good or better a selection of goods and services
available as existed before the filing.

The company will ask the Court immediately to honor all customer
commitments including return and exchange policies, special
orders, gift certificates and other customer-related aspects of
the business. Lamonts will continue to accept its private-label
credit cards, as well as other major credit cards.

Last week, Lamonts issued a statement that it has been
experiencing liquidity constraints which prompted the company to
open discussions with its lenders and with an informal committee
of its largest trade creditors and counsel.

Lamonts' capital constraints were exacerbated in 1999 due to
several specific factors: higher than anticipated costs to
achieve Y2K compliance and to complete installation of new store
point-of-sale registers, and weak spring and summer sales
resulting from unusually cool weather.

Liquidity constraints adversely affected the company's ability to
purchase inventory, obtain credit and receive timely deliveries
from key vendors.

"The Chapter 11 proceeding gives Lamonts the time necessary to
restructure its debt and create an capital base appropriate to
serve the best interests of all of our constituents," stated Alan
Schlesinger, chairman, president and chief executive officer.

"Capital constraints remain an issue for Lamonts, although we
have consistently exerted very tight controls over operating
expenses and store operations to improve earnings and the balance
sheet. During fiscal years 1996, 1997, and 1998, we succeeded in
growing topline sales by approximately 15 percent and doubling
EBITDA (earnings before interest, taxes, depreciation and

"In the past five years, Lamonts has generated more than$1
billion in sales and paid its merchandise vendors more than$700

"Despite the improvements in our business, the series of events
in 1999 put severe pressure on the company's liquidity. As a
result, when the critical holiday sales season arrived, our
inventories were out-of-balance to the extent that we were
overstocked in slow-moving items and understocked in fast-moving
items, particularly in our popular Home Decor and Accessories

Schlesinger went on to state that, "Chapter 11 reorganization
offers the best opportunity to bring new cash into the company
and resolve outstanding debt. We have already obtained
commitments for sufficient DIP financing and obtained
support from important vendors.

"Under the DIP financing, we will have significantly more cash
available to purchase goods. While we recognize that the debt
arising from goods and services received before the filing cannot
be resolved except under the company's plan of reorganization, we
hope that any hardship will be mitigated by purchases of new
goods which receive priority payment status under the law."

Lamonts intends to undertake specific key initiatives to achieve
a successful reorganization. These actions include certain
corporate organizational changes to strengthen merchandising and
other key departments. Details of the new corporate organization
are expected to be announced very soon.

In addition, Lamonts intends to expand offerings under its
Northwest Outfitter proprietary brand, focus on achieving gross
profit margin targets, utilize new store point-of-sale systems to
develop useful customer data, increase private-label credit card
sales and facilitate electronic customer orders through the
company's Internet site.

Lamonts undertook a Chapter 11 reorganization which began on Jan.
6, 1995 and ended Jan. 31, 1998. During that time, the company
achieved significant sales growth on a comparable-store basis,
eliminated $90 million of debt and redirected resources from
underperforming stores to 38 core stores that all
operated profitably as of Jan. 30, 1999.

For the fiscal year ended Jan. 30, 1999, Lamonts reported EBITDA
of approximately $10.6 million and a net loss of $4.5 million,
or$0.50 per share, on sales of $209.6 million, the company's
highest sales in the past four years.

The company's stock has traded on the over-the-counter bulletin
board under the symbol LMNT, which the OTC market recently
changed to LMNTE.

Lamonts' revenues for the fiscal year ending Jan. 31, 2000 are
anticipated to be approximately $209 million. As of Oct. 30,
1999, the company showed assets and liabilities of $110.7 million
and$104.4 million, respectively. Approximately $40 million in
trade payables are subject to the reorganization proceeding.

Lamonts Apparel operates family apparel stores in the following
regions: 7 stores in Alaska, 5 stores in Idaho, 2 stores in
Oregon, 1 store in Utah and 23 stores in Washington.

The company is well-known in the Northwest as a retailer of
brand-name apparel, accessories and home decor from such
manufacturers as Adidas, Alfred Dunner, Byer of California,
Jockey, Lee, Levi, Liz Claiborne, Mikasa, Ocean Pacific, OshKosh,
Pacific Trail, Rafaella, Sag Harbor, Vanity Fair and Woolrich.

Lamonts has headquarters in Kirkland, Wash. in the greater
Seattle area and employs approximately 1,500 people. Additional
corporate information is available at the company's Web site at

LOEWEN:  Motion For Approval of Bid and Bid Protection Procedures
The Debtors' long-term business plan includes the marketing and
disposal of 201 funeral homes and 170 cemeteries.  For various
reasons, including geographic location, these funeral homes and
cemeteries are not part of the ongoing business plan being
developed by the Debtors and the Creditors' Committee. On
December 30, 1999, the Debtors asked the Court to
approve a complex process for selling these properties.  

The Debtors want to sell these funeral homes and cemeteries in
geographical groups.  Each group will be broken down into a
subpackage of funeral home locations and a subpackage of cemetery
locations.  In January, the Debtors will begin distributing
informational packages for each geographic group containing (i)
basic financial and operational information; (ii) contact
information for inquiries regarding potential transactions; and
(iii) a letter of intent.  Potential Purchasers will have to
execute confidentiality agreements before receiving the
informational packages.  

Potential purchasers will also be asked to submit non-binding
expressions of interest on or before a date selected by the
Debtors, probably in mid-February.  These initial expressions of
interest must include (a) an executed copy of a nonbinding letter
of intent that includes a proposed purchase price; and (b) a
letter detailing the prospective purchaser's financing sources.
The debtors hope to identify qualifying bids, after consulting
with the Creditors' Committee, on or before March 1, 2000.  
"Qualifying bids" are those that the Debtors and Creditors'
Committee deem
to be "reasonable offers."  As soon as practicable after the
Court approves these proposed bidding procedures, the Debtors
will contact bidders who submitted qualified bids to begin
negotiations with them. Qualified bidders will have access to a
"Data Room" established at The Loewen Group Inc.'s headquarters
in Burnaby, British Columbia. The Data Room will contain
additional information regarding the funeral homes and
cemeteries, including books and records, material contracts, and
other financial and operational information.

The Debtors will ask qualified bidders to submit "their final
initial bids" for a particular Group Package or funeral home or
cemetery subpackage by a specified date.  After consulting with
the Creditors' Committee, the Debtors will select a successful
initial bid for each package.  They will then negotiate and enter
into a purchase agreement with the successful bidder as soon as
possible.  The Debtors may ask for a deposit of up to 5% of the
purchase price at the time they execute a purchase agreement.  
This deposit is refundable only under certain specified
conditions.  Each purchase agreement will contain default
provisions protecting the Debtors and a statement of intent and
other provisions relating to executory contracts and leases.        

The Debtors also propose several procedures designed to protect
bidders.  These protections will be provided at the Debtors'
discretion, and include reimbursement of the bidder's expenses
and Breakup Fees. Breakup Fees would reimburse a successful
initial bidder if the deal is not consummated for specified
reasons after a purchase agreement is executed.  A Breakup Fee
could be awarded if, for example, the Debtors ultimately sell the
package or subpackage to someone else.  Breakup Fees could be
substantial, ranging up to $15,000,000 for a successful initial
bid for all of the location packages.            

The Debtors will ask the Bankruptcy court to approve each
executed purchase agreement.  The Debtors will ask the Court to
hold a hearing on each proposed sale within twenty days of their
filing a motion proposing the sale.  At the same time, the
Debtors will ask the Court to approve their proposed treatment of
any related executory contracts or leases:  .e., assumption,
assignment or rejection of them.  Parties receiving notice of the
proposed sale will include everyone who requested and received an
initial informational package for the packages that is the
subject of the sale motion.  

With one exception noted below, anyone who wants to submit a
competing bid for a package that is the subject of a sales motion
will have a chance to do so at an auction before the Court rules
on the sales motion.  In order to trigger an auction under the
Debtors' proposed plan, the competing bid must be received by the
Debtors on or before 5:00 p.m., Eastern Time, five business days
before the relevant sales hearing in the Bankruptcy court.  The
competing bid must also meet a long laundry list of conditions.  
These include exceeding the proposed sales price by a percentage
designated by the Debtors in the sales motion to be between 3%
and 5%, plus any applicable Breakup Fees and expenses.  A
competing bid must also be irrevocable, accompanied by proof of
the competing bidder's financial ability to consummate the deal,
and meet several other requirements.

If someone submits a competing bid meeting all of the conditions,
then an auction will be held for the affected package on the last
business day before the sales hearing in the Bankruptcy Court.
The auction will be held at the offices of Morris, Nichols, Arsht
& Tunnel, the Debtors' local counsel in Delaware. Competing
bidders may submit bids for the package at the auction in
percentage increments of the sales motion purchase price.  
These increments will be designated by the Debtors in the sales
motion, and will be between 3% and 5%.  At the auction, the
Debtors will select the winning bid after consultation with the
Creditors' Committee.  

No competing bids will be solicited, and no auction will occur,
if the Debtors conclude that the initial successful bid (i)
represents the highest and best price for the package; (ii) only
a limited number of locations are involved in the deal; (iii) the
proposed purchase price for the package does not exceed
$5,000,000, or $1,000,000 if an individual location; and (iv) the
Creditors' Committee does not oppose the deal.  If the Debtors
decide to proceed without an auction, then potential competing
bidders will not receive notice of a proposed sale motion unless
they are otherwise on the bankruptcy service list, or unless they
are parties to a related executory contract or lease other than a
Preneed Customer contract.                   

Finally, if the Court approves a sales motion and the successful
bidder fails to consummate the deal, then the Debtors after
consultation with the Creditors' Committee may accept the next
highest and successful bid and consummate the deal with that
bidder without prior Court approval. (Loewen Bankruptcy News
Issue 17; Bankruptcy Creditors' Service Inc.)

MICHAEL PETROLEUM: Plan Provides For Sale of Company
On December 10, 1999, Michael Petroleum Corporation, its parent
corporation and certain of its subsidiaries entered into an
agreement with certain holders of the company's 11 1/2% Senior
Notes for a consensual joint plan of reorganization of the
company.  The terms of the Voting Agreement contemplate that the
joint plan of reorganization will provide for a sale of the
company or its assets in court-supervised proceedings under the
Bankruptcy Code.  On December 10, 1999, Michael Petroleum and
certain of its subsidiaries filed petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of Texas, Laredo Division.  The
company expects to file the Plan and related disclosure statement
with the Bankruptcy Court in January 2000.  The Voting Agreement
has been signed by holders of more than $90,000,000, or two-
thirds, of the outstanding principal amount of the company's
Senior Notes.

In addition to the approval of the Bankruptcy Court, the
consummation of the plan of reorganization will be subject to the
consent of the requisite number and amount of certain of the
company's creditors.  The Voting Agreement contemplates that the
company and its subsidiaries will continue to operate as debtors-
in-possession subject to the supervision of the Bankruptcy Court,
and that the Plan will provide for the payment of all trade
creditors' claims as and when they come due in the ordinary
course or in full on the effective date of the Plan.

Under the Voting Agreement, the consenting holders agreed to vote
in favor of the Plan so long as the Plan is consistent in all
material respects with the term sheet for the Plan attached to
the Voting Agreement.  The term sheet sets forth, among other
things, a process for the marketing and sale of the company or
its assets for a "Net Consideration" (as defined in the
term sheet) of at least $120 million, as adjusted for certain
costs and working capital items, the proceeds of which will be
applied first to the repayment of the company's bank debt
(approximately $24.3 million principal amount outstanding at
December 10, 1999).  Specifically, the Voting Agreement provides
that, so long as no termination event occurs, the consenting
holders will:

-  vote to accept the Plan;

-  neither commence nor assist or encourage any other person to
commence any other legal or enforcement actions concerning the
company's debts;

-  not take any position in the bankruptcy proceedings that
conflicts with their obligation to support the Plan; and

-  vote their Senior Note claims to reject any bankruptcy plan
for the company other than the Plan.

The Voting Agreement further provides that the obligations of the
consenting holders may terminate upon a "termination event,"
which includes the occurrence of any of the following:

-  the marketing process relating to the sale of the company or
its assets shall have failed to timely achieve certain
milestones, including a definitive agreement relating thereto
having not been executed on or before April 14, 2000;

-  an injunction, judgment, order, decree, ruling or charge shall
have been entered which prevents completion of the sale of the
company's assets or the consummation of the financial
restructuring contemplated by the proposed Plan;

-  the company shall file or support confirmation or fail to
actively oppose confirmation of any plan of reorganization
embodying terms materially different from those contemplated by
the proposed Plan;

-  the company's assets shall not have been sold, and the Plan
shall not have been substantially consummated by June 1, 2000;

-  the Bankruptcy Court shall have entered an order appointing a
trustee or an examiner with expanded powers with respect to the
company or its subsidiaries;

-  the Bankruptcy Court shall have entered an order dismissing
any of the bankruptcy proceedings or converting such proceedings
to cases under Chapter 7 of the Bankruptcy Code; or

-  there shall have occurred certain variances from certain
company budgeted items during the first six months of 2000.

NEWCARE HEALTH: Seeks To Retain Receivable Strategies
William A. Brandt, Jr., the appointed Chapter 11 Examiner is
seeking an order authorizing him to employ Receivable Strategies
as collection agent for the remaining accounts receivable of the

NU-KOTE: Objections To Disclosure Statement and Plan
Canon Computer Systems, Inc. and its affiliates filed an
objection to the Disclosure Statement and Joint Reorganization
Plan of Nu-Kote Holding, Inc. and its affiliates.  In addition,
by separate filing, Seiko Epson Corporation and its affiliate
filed an objection to the Disclosure Statement and Plan.

The Canon affiliates object to the Disclosure Statement saying
that they were not included in any of the settlement discussions
or negotiations.  Canon has consistently sought assurances from
the plan proponents that the plan recognizes Canon's rights to
set off/recoup claims established by Canon against the debtors in
certain litigation.  Canon also states that the plan will not
protect the reorganized debtors from post-confirmation
infringement.  The plan fails to provide adequate disclosure with
respect to the treatment of administrative expense claims and the
liquidation analysis is conclusory and fails to address issues
related to payment of administrative expense claims.  Canon also
states that the joint disclosure statement fails to describe the
treatment of administrative expense claimants in the event of a
Trust Triggering Event.

Epson states that the defects in the Disclosure statement are so
pervasive that it appears that it was not proposed with the
expectation that it could or would be approved.  According to
Epson, the Disclosure Statement does not identify the trustees of
the Trusts or post-petition management if Richmont is not the
successful bidder.  The plan proponents fail to explain the
effect of the proposed further substantive consolidation.  Epson
also argues that the plan proponents fail to adequately provide
for administrative claims.  Epson claims that the absolute
priority rule is violated in that the Lenders receive their
claims and their liens and 100% payout if there is a cramdown.  
Epson objects that the Disclosure Statement fails to reveal the
low likelihood of the Administrative Claims falling below the $3
million artifical cap and the consequences if the Allowed
Administrative Claims exceed the artificial cap.  There is no
discussion of how the estimated $6.4 million termination
liability to PBGC would be handled if the joint plan is not
confirmed and the assets were sold under the proposed Section 363
sale.  The failure to deal with this issue alone should be
sufficient to reject the motion to approve the sale outside a
plan without a conversion to Chapter 7.

Epson states that there is inadequate disclosure of Nu-kote's
significant defeats on its antitrust claims, inadequate
disclosure of how the OEM Litigation will proceed post-
confirmation, inadequate disclosure regarding reorganized
debtors' future operations and inadequate disclosure of
substantial potential claims against the debtors' management.

RARE SPECIES CONSERVATORY: Nearly Bankrupt Creating National Park
Despite facing near bankruptcy, the Rare Species Conservatory
Foundation in Florida has helped the island government of
Dominica create the new Morne Diablotin National Park, located on
the slopes of the highest volcanic peak in the Caribbean.  
Regarded by many international conservation groups as one of the
most significant bioreserves in the Caribbean, Morne Diablotin
National Park will protect the last habitat for the world's
rarest Amazon parrot, the Imperial Amazon, or Sisserou,
Dominica's national bird.

In mid-December, 1999, the Cabinet of Dominica approved the final
boundaries of the Park to occupy nearly 5% of the tiny nation's
land area, and announced that formal, public declaration of the
world's newest National Park would occur on January 21, 2000, in
Roseau, Dominica.

The conservation milestone, roughly 20 years in the making, came
at a hefty price for the Rare Species Conservatory Foundation in
Loxahatchee, Florida.  To help acquire a 1300-acre parcel held by
the Dominican Fruit Syndicate within the boundaries of the new
Park, the foundation's small group of volunteer biologists raised
$750,000 from private donors and gave nearly all of the
foundation's financial resources to the project.  In addition,
the group assumed a $300,000 debt, including director Paul
Reillo's life's savings.  Now Reillo and the Board are
campaigning to recoup funds to keep the Foundation alive and to
continue field-based research and conservation programs.

Reillo asserts there was no choice.  "We are a tiny scientific
organization that is not prone to land deals," says Reillo.  "But
the Sisserou is a flagship species representing one of the last
great island ecosystems in the Caribbean, and this parcel was the
last stumbling block to overcome.  We had to go beyond science
and education and actually do something permanent."

In October 1999, the Dominican Cabinet approved acceptance of the
Rare Species Conservatory grant in the amount of $750,000 toward
the total land purchase price of $1.086 million.  During this
time, Cabinet also approved a concurrent Government promissory
note in the amount of $336,000, satisfying the total land
purchase price, and dedicated roughly 7,000 additional acres of
Northern Forest Reserve lands to the Park.

To the 74,000 people living on Dominica, the Sisserou is more
than just an endangered species.  Considered a political and
cultural icon, the Sisserou is the national bird of Dominica, and
native folklore contends the Dominican Carib people are
reincarnated as parrots.

Dominica is known to the international conservation community as
a staunch conservation leader despite its fragile economy.  
Dominated by four mountains rising to over 4,000 feet, 75% of
Dominica consists of mountainous terrain and elfin rain forests
cut by deep, narrow river valleys, of which nearly 52,000 acres
are State-owned (28% of the total land area).  Dominica's
mountainous rain forests boast some of the most impressive trees
within the Caribbean basin, with Gommier (Dacryodes excelsa)
exceeding eight feet in diameter. Animal biodiversity is
similarly impressive, represented by 162 bird species, a myriad
of small mammals, amphibians, and reptiles (including the
Dominican iguana), and a suite of spectacular invertebrates,
highlighted by 55 species of butterflies and the goliath beetle.

Morne Diablotin National Park is likely to become Dominica's next
Natural World Heritage Site, and the second Natural World
Heritage Site in the Caribbean including the Bahamas.  In 1997,
the United Nations Education Scientific and Cultural Organization
(UNESCO) awarded Natural World Heritage Site status to Morne
Trois Pitons National Park, Dominica's most famous park and one
of the Caribbean's first national parks, established in 1975.

SUN HEALTHCARE: Committee To Retain Saul Ewing as Local Counsel
The Creditors Committee asks Judge Walrath to approve the
Committee's retention of Saul, Ewing, Remick & Saul LLP as their
local counsel, effective as of October 27, 1999.

TELEHUB: LINC Capital Forces Assumption or Rejection of Equipment
LINC Capital, Inc. is applying for an order requiring the debtor,
Telehub Network Services Corporation to assume or reject a master
equipment lease agreement and directing the debtor to make post-
petition lease payments and to pay administrative expenses or
modifying the automatic stay or providing adequate protection.
LINC leased certain computer equipment to the debtor and asserts
that the debtor is in default of its obligations under the lease.  
According to LINC, the debtor is obligated to LINC in the
aggregate sum of $1,236,728. Monthly lease payments due from the
debtor are $66,642, and the debtor is in arrears for two payments

TULTEX: Hearing Continued To Relocate Equipment
The debtors, Tultex Corporation seek a continued hearing from
January 5, 2000 on the debtors' motion to relocate certain
production equipment from certain facilities to non-debtor
production facilities in Mexico.  The debtors have received
inquiries from parties in interest with respect to the Equipment
Relocation Motion requesting additional information as well as
additional time to respond.  The debtors believe that a
continuance of the hearing on the Equipment Relocation Motion
until January 19, 2000 will provide the debtors and interested
parties ample time to address the inquiries received to date and
may eliminate the need for certain objections to be filed.  

TULTEX: Reports Sales To SEC
On December 3, 1999, Tultex Corporation filed voluntary petitions
to reorganize under Chapter 11 of the Federal Bankruptcy Code in
the U.S. Bankruptcy Court for the Western District of Virginia,
Lynchburg Division. The company has obtained $150 million of DIP
financing from Bank of America and is currently operating its
business as a debtor-in-possession, subject to the supervision of
the Bankruptcy Court.

Net sales for the three months ended October 2, 1999 were $120.5
million as compared to $136.4 million in the comparable period of
1998.  Net losses were $35.4 million in the 1999 period as
compared to the $2.4 million loss in the 1998 period.

In the nine months ended October 2, 1999 the company had net
sales of $278.2 million and net losses of $23.3 million.  In the
same period of 1998 net sales were $369.0 million with net losses
of $23.1 million.

UNITED HEALTHCARE: Ordered To Pay Claims Of Contractors
Maryland Insurance Commissioner Steven B. Larsen yesterday
ordered United Healthcare of the Mid-Atlantic to pay medical
claims, estimated to be millions of dollars, that were left
unpaid when three organizations United used to manage HMO
members' care filed for bankruptcy or went out of business, The
Washington Post reported today. The order highlights the
accountability gap that these types of arrangements can create
and the resulting problems nationwide from the collapse of many
organizations that claimed they could manage medical  costs
better than HMOs. United had contracts with Doctors Health Inc.,
Maryland Personal  Physicians Inc. (MPPI) and Dimensions Health
Network whereby those organizations received  fixed payments from
United to provide a range of medical services to United HMO
members.  These companies would profit if they could deliver the
care for less than United was paying them, but Doctors Health
filed for bankruptcy protection in November 1998, followed by
MPPI in September. Dimensions folded in November. Millions of
dollars of unpaid claims for United HMO members are an issue, and
Larsen said in a news release yesterday that the HMO is legally
responsible for monitoring its intermediaries' ability to pay.

United issued a brief statement that it is reviewing the order
and a response to it. Joel I. Sher, an  attorney representing
creditors in the Doctors Health and MPPI bankruptcies, said that
although  the total amount of claims covered by the order is not
clear, an "educated guess" is that it's more  than $10 million.
Sher said that without the commissioner's order, health care
providers would  have had to seek payment from Doctors Health and
MPPI in bankruptcy court, where they  were likely to recover less
than 10 cents on the dollar. Larsen plans to submit a report to
the  Maryland General Assembly next week recommending greater
oversight of companies like  United's defunct intermediaries.
Some argue that this is a moot point since many consider this
way of doing business to be a failure. (ABI 05-Jan-00)

VENCOR: First Motion To Extend Exclusive Periods
The Debtors ask Judge Walrath for 62 more days to file a
Reorganization Plan, and 62 more days to solicit acceptances of
that Plan.   

Specifically, the Debtors request that their exclusive period
during which to file a plan of reorganization be extended through
March 13, 2000.  The Debtors request a concomitant extension of
their exclusive period during which to solicit acceptances of
their plan through May 12, 2000.  

The Debtors base their Motion on Section 1121(d) of the
Bankruptcy Code, which grants the Bankruptcy Court authority to
extend the Debtors' Exclusive Periods for cause after notice and
a hearing.

The Debtors explain in their Motion that they are negotiating a
Plan "with certain holders of the debtors' pre-petition
subordinated notes and the advisors of the official committee of
unsecured creditors. . . ."  The Debtors "had negotiated a broad
framework for a joint plan of reorganization with their major
constituencies before" they filed these chapter 11 cases.  
However, "Events arising post-petition have caused the debtors to
enter into additional negotiations with these constituencies
regarding the proposed reorganization structure."   The Debtors'
Motion does not identify these "events."  

At the Debtors' behest, Judge Walrath entered a "Bridge Order"
extending the Debtors' exclusive period during which to file a
Reorganization Plan, and to solicit acceptances of the Plan,
until the time she rules on this Motion.  (Vencor Bankruptcy News
Issue 9; Bankruptcy Creditor's Service Inc.)

WESTSTAR CINEMAS: Bar Date Extended For WF Holdings
It is agreed by stipulation, subject to court approval, that the
last date for WF Holdings and its affiliates, including Paramount
Pictures Corporation, Viacom Inc., Time Warner, Inc., and Warner
Bros, to file timely proofs of claim in the debtors' cases shall
be January 31, 2000.

WSR CORP: Charon Investments Objects To Exclusivity Extension
Charon Investments LLC, the largest unsecured creditor of WSR
Corporation, R&S Strauss, Inc., National Automotive Stores, Inc.,
and National Auto Stores Corp., objects to the extension of
exclusivity requested by the debtors.

Charon states that more than eighteen months have passed, and the
debtors have yet to file a plan or motion authorizing the sale of
the debtors' assets, or take any other steps to establish minimum
levels for unsecured creditor recoveries.  Charon believes that
the debtors have yet to object to a single proof of claim.  But
the debtors have paid millions of dollars in professional fees.

Charon desires a process that encourages competitive bidding for
the debtors' assets, so as to maximize recoveries for unsecured
creditors.  To date, the process has been closed to creditor
scrutiny and has not, in any apparent way, enhanced recoveries
for unsecured creditors or expedited the time frame for receipt
of such recoveries.  According to Charon, the termination of
exclusivity will not in any way impede the debtors' progress in
the case or in its sale of assets.


A listing of Meetings, Conferences and Seminars appears each
Tuesday in the TCR.

Bond pricing, appearing each Friday, is supplied by DLS Capital
Partners, Dallas, Texas.


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

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

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

This material is copyrighted and any commercial use, resale or
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