TCR_Public/000118.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
         Tuesday, January 18, 2000, Vol. 4, No. 12


ADVANCED MICRO DEVICES: Friess Reports Stock Ownership
AMERICAN PAD & PAPER: Converts Involuntary Petition To Voluntary
BRUNO'S INC: Stock Price Doubles
CLIMACHEM: Makes Interest Payment on $105 Million Sr Notes
COVENTRY HEALTH CARE: Wellington Management Reports Stock Holding

CRIIMI MAE: Creditors Seek To Suspend Plan Consideration
DELTA & PINE LAND: Reports Loss
DERBY CYCLE: Raleigh Looks For New Factory Site
DEVLIEG BULLARD: Interim Order For Loan Amendment
EAGLE GEOPHYSICAL: Atlantic Horizon To Terminate Exclusivity

FRUIT OF THE LOOM: US Trustee Appoints Committee
GEOTELE.COM: Files Chapter 11 Petition
GLOBE MANUFACTURING: Change in Board of Directors
GOLDEN BOOKS: HC Crown & Hallmark Dump Stock

LEASING SOLUTIONS: Seeks Continued Use of Cash Collateral
LENOX HEALTHCARE: Committee Taps Howard, Wershbale & Co.
LEWIS & PEAT RUBBER: Files For Chapter 11 Protection
MEDPARTNERS: Applies to Employ CB Richard Ellis, Inc.

NATIONAL HEALTH: Bowers Resigns as CEO of National Health
NAVIGANT INTERNATIONAL: Baupost Group Reports Holdings
NOVACARE: Owners Report Holding 17% Of Outstanding Stock
RIO RANCHO: Owner Files Chapter 11
SERVICE MERCHANDISE: Announces Strategic Internet Alliances

STYLESITE MARKETING: Case Summary & Largest Unsecured Creditors
SUN HEALTHCARE: Court Confirms Results of Auction
SYSTEMSOFT CORP: Second Amended Disclosure Statement
TALK AMERICA: First Amended Disclosure Plan
TERRA INDUSTRIES: Commitment To Refinance Revolving Credit Line

VISION ONE: Update Regarding Bank Credit Facility
WISER OIL: Special Meeting of Stockholders To Be Held

Meetings, Conferences and Seminars


ADVANCED MICRO DEVICES: Friess Reports Stock Ownership
Friess Associates, Inc. has reported beneficial ownership of  
7,969,000 shares of common stock of Advanced Micro Devices Inc.  
This amount represents 5.4% of the outstanding shares of common
stock of Advanced Micro Devices with Friess Associates exercising
sole voting and dispositive power over said shares.

AMERICAN PAD & PAPER: Converts Involuntary Petition To Voluntary
American Pad & Paper Company (OTCBB:AMPP) (AP&P) announced today
that it has filed a petition in the United States Bankruptcy
Court in Delaware to convert the involuntary Chapter 11 petition
filed by its bondholders on January 10, 2000 to a voluntary
Chapter 11 proceeding under the Federal Bankruptcy Code. AP&P is
seeking protection under Chapter 11 to ensure that day-to-day
operations continue normally. The Company plans to pursue various
strategic and financial alternatives, including asset sales and
restructuring the Company's debt. As previously announced, the
Company has retained Lazard Freres & Co. LLC as advisors to
assist it in this process.

To ensure liquidity throughout this period, AP&P has received a
commitment for $65 million of debtor-in-possession (DIP)
financing from a group of its current bank lenders. This
commitment of DIP financing exhibits the continuing support of
the Company's existing bank group. The Company expects the DIP
financing to be approved by the court at a hearing early next
week. Funds will then be available to the Company to fulfill
future obligations associated with operating its business during
the bankruptcy.

AP&P said that the Chapter 11 filing should have little impact on
customers and employees. The Company has sought and expects to
receive the Court's approval to continue payment of employee
salaries, wages and benefits without interruption. The DIP
financing will enable the Company to pay for the delivery
of goods and services and continue to build inventory necessary
to meet customer requirements.

"Our focus throughout this process has been to try to maximize
value for all of the Company's stakeholders," stated James W.
Swent III, Chief Executive Officer. "While we initially felt that
progress was being made in the negotiations with the bank group
and bondholders, unfortunately these discussions did not yield a
consensual solution. After exploring all available alternatives,
we believe that converting the bondholders' involuntary Chapter
11 petition to a voluntary Chapter 11 proceeding presents the
most effective means to restructure our debt while safeguarding
the interests of all involved. The DIP financing agreement will
provide liquidity for our daily operations during the
reorganization period and will help to ensure that our customers
continue to receive the products and level of service they have
come to expect from AP&P."

"During the past year, the AP&P team has made good progress in
our turnaround initiatives, but our revenue levels have not been
sufficient to service our current debt structure," said Mr.
Swent. "Our primary suppliers, the paper mills, have continued to
provide a high level of support and remain key business
partners. We look forward to the continued support of all our
stakeholders as we move through this process."

American Pad & Paper Co., which invented the legal pad in 1888,
is a leading manufacturer and marketer of paper-based office
products in North America. Product offerings include envelopes,
writing pads, file folders, machine papers, greeting cards and
other office products. The key operating divisions of the
Company are Williamhouse, AMPAD, and Creative Card. Company
revenues in 1998 were $662 million, additional information is
available on the Company's Website at

BRUNO'S INC: Stock Price Doubles
-------------------------------- - January 14, 2000

On January 12, 2000, the price for shares of Bruno's, Inc.'s
stock increased over 122% to 40 cents. The rise follows recent
U.S. Bankruptcy Court confirmation of the company's Plan of
Reorganization and anticipated emergence from Chapter 11
protection, under which the company has been operating since
February 2, 1998.

CLIMACHEM: Makes Interest Payment on $105 Million Sr Notes
On December 30, 1999, ClimaChem, Inc. paid the December 1, 1999,
interest payment on its $105 million of outstanding 10 3/4%
Senior Notes due 2007.  The interest payment was made during the
grace period allowed under the related Indenture, dated November
26, 1997.

As a result of the payment due under the Notes, ClimaChem's
parent company, LSB Industries, Inc. failed to maintain minimum
borrowing availability causing LSB to become subject to certain
adjusted tangible net worth and debt ratio requirements under the
LSB's revolving credit facility which LSB does not meet.  LSB's
lender has agreed to forbear from exercising its rights under the
credit facility arising as a result of the adjusted tangible net
worth and debt ratio covenants for a period of 60 days from
January 1, 2000, in order to allow LSB and the lender to re-
negotiate these covenants and the terms of the credit facility.  
In connection with such forbearance, the company's lender has
reduced the company's maximum revolving credit line from $65
million to $50 million.

COVENTRY HEALTH CARE: Wellington Management Reports Stock Holding
Wellington Management Company, LLP, an investment advisor firm,
beneficially owns 6,089,900 shares of the common stock of
Coventry Health Care Inc.  Of these shares Wellington has shared
voting power over 1,306,900 shares, and shared dispositive power
over the whole of the shares, namely 6,089,900.  The amount
beneficially held by Wellington Management Company represents   
10.28%  of the outstanding common stock of Coventry Health Care

CRIIMI MAE: Creditors Seek To Suspend Plan Consideration
The Official Committee of Unsecured Creditors of the estate of
Criimi Mae Management Inc. filed a motion to suspend
consideration of the Plan of Liquidation and Disclosure Statement
proposed by the Official Committee of Unsecured Creditors of
Criimi Mae Inc.

The Management Committee request that the court first permit the
debtors the opportunity to solicit acceptances to their filed
joint plan of "reorganization."  The Management Committee states
that this is appropriate because the debtors' plan enjoys the
support of virtually all major constituents, and should be
preferred over the CMI Creditors' Committee's liquidating plan.

The Management Committee submits that the debtors' reorganization
plan provides a complete and successful resolution of these
cases, while the CMI Creditors' Committee plan fails to do so and
is otherwise woefully deficient.  The CMI Creditors' Committee
liquidation plan fails to do so and is otherwise woefully

DELTA & PINE LAND: Reports Loss
Memphis Business Journal - January 15, 2000

Delta and Pine Land Co., a commercial breeder, producer and
marketer of cotton planting seed, reported a net loss of $6.2
million, or $0.16 per share, for the first quarter ended Nov. 30,
1999, compared to a net loss of $5.9 million, or $0.15 per share,
posted in the same period in the prior year. Revenues were $4.5
million, compared to $7.2 million recorded in the same period
last year.

DERBY CYCLE: Raleigh Looks For New Factory Site
Raleigh Cycles is looking for a site in the Nottingham area on
which to locate a modern new factory to meet its needs in the new
century. Only two months after announcing that it was to cease
frame making in Nottingham, the company has re-affirmed its
commitment to the city where it was founded in 1887.

Making the announcement, newly appointed Managing Director,
Phillip Darnton said, "We have received an attractive offer for
our remaining factory site on Triumph Road. This will enable us
to create a modern, purpose built factory that in turn will allow
us to become more cost effective and competitive".

Mr Darnton explained that in the hundred years since Raleigh was
founded, it had inevitably grown in a largely unplanned and unco-
ordinated manner until, at its peak, the company's Nottingham
operation covered seventy-five acres. "Old buildings such as
those we have occupied for decades are no longer appropriate to
today's production processes", he said.

"The offer we have received really is a once in a lifetime
opportunity for Raleigh. What could be a more appropriate start
to the new millennium for this proud company whose founder was so
far sighted".

In making the move, Raleigh is very conscious of the importance
of Nottingham to the company's heritage - the city appears
prominently on Raleigh's famous heron's head logo - and is
determined to hold onto the wealth of cycle making skills that it
has cultivated over the years.

"We want to make it as easy as possible for our current workforce
to move with us", said Mr Darnton.

To that end, Raleigh has already started talks with Nottingham
City Council to find a suitable alternative site. Ted Cantle, the
city's Chief Executive confirmed that the city had been
approached to help in the search and said, "We are confident that
we can find a suitable site to ensure that this proud name
remains associated with Nottingham and that we retain these
valuable jobs for the city".

The purchaser of Raleigh's 12.5 acre site is The University of
Nottingham which has, at the same time, purchased the cycle
manufacturer's sister company, Sturmey Archer's, 8.5 acre site
also located in Triumph Road.

The University recently won the right to host the new National
Leadership College for Schools and wishes to build alongside the
recently created 50 million pound Jubilee campus on Triumph Road.

In conclusion, Mr Darnton commented, "In the light of a number of
difficult and painful decisions which we have had to make in
recent years, we were especially keen to announce this very
positive strategic opportunity as soon as possible. Inevitably,
this means that we are not in a position to give detailed answers
to some of the questions that will arise. However, we do have
sufficient time - up to four years if necessary - to now plan
carefully and efficiently to secure the future of the company."

DEVLIEG BULLARD: Interim Order For Loan Amendment
The US Bankruptcy Court for the Northern District of Ohio entered
an order authorizing the debtor to enter into a second amendment
to the post-petition loan and security agreement dated as of July
15, 1999, and authorizing payment of certain fees in connection
with the amendment. Under the amendment the amount of the total
commitment which may be made available is $20.3 million.  The
final maturity date is February 15, 2000.

EAGLE GEOPHYSICAL: Atlantic Horizon To Terminate Exclusivity
Atlantic Horizon, Inc., one of the debtors, seeks to terminate
the exclusive period during which only Atlantic Horizon, Inc. may
file and solicit acceptances of a plan of reorganization.  
Atlantic Horizon intends to file its Disclosure Statement in
support of the debtor's plan of liquidation.  The plan proposes
to liquidate Atlantic Horizon's assets through a sale of its
vessel, Atlantic Horizon, to Aker Geo Seismic AS.  Atlantic
Horizon is inviting other proposals, through either higher offers
or alternatives such as reorganization.

Atlantic Horizon submits that the termination of the exclusive
period coupled with aggressive marketing attempts will create a
process whereby the estate will receive the maximum, current
value for the Atlantic Horizon.  The debtors intend to manage the
marketing process together with the Committee.  By opening the
plan process to other parties in interest, Atlantic Horizon seeks
to address the Court's mandate that he market be tested in order
to ensure the maximum recovery for the estate.

FRUIT OF THE LOOM: US Trustee Appoints Committee
Patricia A. Staiano, the United States Trustee for Region III,
pursuant to 11 U.S.C. Sec. 1102(a)(1), appoints a seven-member
Official Committee of Unsecured Creditors in the Debtors' chapter
11 cases:

(1) HSBC BANK, as Indenture Trustee for the 8-7/8% Senior
    140 Broadway
    New York, NY 10005
    Attention: Robert A. Conrad, Vice President
    Telephone (212) 658-6029
    Fax (212) 658-6425

         730 Third Avenue
         New York, NY 10017
         Attention: Roi G. Chandy, Director (Workout Unit)
         Telephone (212) 918-6139
         Fax (212) 916-6140

     (3) MIRIAM CONNER, as Augustine, et al., Class Action
         c/o Patrick M. Wartelle, Esq.
         Roy, Bivins, Judice & Henke
         P.O. Drawer Z
         Lafayette, LA 70502
         Attention: Patrick M. Wartelle, Esq.
         Telephone (337) 233-7430
         Fax (337) 233-8403

         915 Tate Boulevard S.E., Suite 106
         Hickory, NC 28602
         Attention: Mitchell R. Setzer, Vice President &    
         Telephone (828) 322-2242
         Fax (828) 327-6417

     (5) CALCOT, LTD.
         1601 E. Brundage Lane
         P.O. Box 259
         Bakersfield, CA 93302
         Attention: Robert Martin Dowd, General Counsel
         Telephone (661) 327-5961
         Fax (661) 861-9870

         P.O. Box 547
         214 West Market Street
         Greenwood, MS 38935
         Attention: Meredith Allen, Vice president of Marketing
         Telephone (662) 453-6231
         Fax (662) 453-6274

         1251 Avenue of the Americas
         New York, NY 10020-1192
         Attention: Yvette Quinson, In-House Counsel
         Telephone (212) 789-2000
         Fax (212) 789-2727              
(Fruit of the Loom Bankruptcy News Issue 3; Bankruptcy Creditors'
Service Inc.)

GEOTELE.COM: Files Chapter 11 Petition
--------------------------------------, Inc. (OTCBB:GEOL) announced today that it has filed
a petition under chapter 11 of the United States Bankruptcy code
in the Southern District of New York., Inc. will continue to operate in the normal course
of business while it reorganizes and attempts to work out a plan
with its creditors.

The company believes that it will still able to commence
deployment of its Voip Network and operate its various websites
under the umbrella. These developments should help
the company in creating a viable plan of reorganization.

GLOBE MANUFACTURING: Change in Board of Directors
On January 11, 2000, Globe Holdings, Inc. and Globe Manufacturing
Corp. announced a change in their Boards of Directors and senior
management. As of January 1, 2000, Thomas A. Rodgers, Jr., has
stepped down as the Chairman of the Board of Globe but will
continue to serve as a Globe director. Mr. Thomas A. Rodgers, Jr.
will hold the title of Chairman Emeritus. In addition, Mr.
Rodgers' consulting agreement with Globe Manufacturing expired by
its terms on December 31, 1999.

Mr. Thomas A. Rodgers, III, one of Globe's current directors,
will become Chairman of the Board. In connection with Mr. Thomas
A. Rodgers, III accepting the Chairman position, he will have
resigned as Globe's Chief Executive Officer and President as of
January 1, 2000. Globe has retained a national search firm to
assist it in identifying and hiring a new Chief Executive

GOLDEN BOOKS: HC Crown & Hallmark Dump Stock
On December 28, 1999, HC Crown Corp. & Hallmark Cards, Inc.,
disposed of all interest in the common stock of Golden Books
Family Entertainment Inc.

Graham-Field Health Products, Inc., and certain of its
subsidiaries filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the District of Delaware.  Prism
Enterprises, a Graham-Field subsidiary in San Antonio, Texas, did
not file a petition for bankruptcy.

The company announced that, as a result of the filings, it has
been able to secure a commitment for a Debtor-in-Possession (DIP)
credit facility for up to $38.75 million. The financial
institutions providing the credit facility include IBJ Whitehall
Business Credit Corporation, Deutsche Financial Services
Corporation, PNC Bank, NA and National City Commercial
Finance, Inc. The DIP facility, which is expected to receive
preliminary court approval, will provide the company with the
liquidity to pay its suppliers for post-petition goods and
services, and to pay employees without disruption. The company
anticipates that the DIP facility will provide sufficient
liquidity to carry it through the completion of its debt

"We have the financing in place to continue to operate the
business," said Mr. Thomas J. Opladen, Chairman of the Graham-
Field Board of Directors. "Today's filing will have no effect on
our ability to manufacture or distribute our products. For our
customers and suppliers, the filing will make it easier to do
business with the company," said Mr. Opladen.

The company also announced the appointment of David A. Hilton as
President and Chief Executive Officer. Mr. Hilton specializes in
start-up and turnaround enterprises. Most recently, he turned
around J.E. Morgan Knitting Mills, the largest manufacturer of
thermal underwear in the country.  Mr. Hilton replaces John G.
McGregor, who resigned. The company also announced that Robert J.
Gluck, its Chief Financial Officer, resigned his position and
that a search would be conducted for his replacement. Both Mr.
McGregor and Mr. Gluck are members of the professional management
firm of Jay Alix and Associates, which will provide a smooth
management transition.

As part of the filing, the company will request from the court
various measures to provide for the effective operation of the
company. These include measures to assure that the filing will
have no effect on the payment of salaries, wages and benefits to
the company's employees. The company will also request approval
of a program to retain key personnel.

To assist the company in executing its restructuring strategies,
it has retained the firm of Rothschild Inc. to provide
investment-banking services.

Graham-Field Health Products, Inc., headquartered in Bay Shore,
New York, manufactures, markets and distributes medical, surgical
and a wide range of other healthcare products into the home
healthcare and medical/surgical markets.

LEASING SOLUTIONS: Seeks Continued Use of Cash Collateral
The debtor, Leasing Solutions, Inc. seeks court authority to use
cash, negotiable instruments, deposit accounts, and other cash
equivalents, in which the estate and an entity other than the
estate have an interest from the sources and in the amounts set
forth to enable LSI to operate its business as set forth in the
budget.  A hearing is set for February 8, 2000 at 9:30 AM,
Courtroom 3099, 1280 So. First St., San Jose, California.

LENOX HEALTHCARE: Taps Professionals
The Official Committee of Unsecured Creditors of Lenox
Healthcare, Inc., Greylock Health Corporation, Lenox Healthcare
LLC and their affiliates apply to the court for an order
authorizing the employment and retention of Brown, Gibbons, Lang
& Company LP as a financial consultant for the Committee
effective November 22, 1999.

The firm will render the following services among others:

Assist in the review of secured creditors' lien claims;
Assist in the negotiations with secured creditors;
Assist in the review of offers for the purchase of the debtors'
Assist in the review and evaluation of possible avoidance
Provide litigation consulting services and expert witness
testimony to the extent requested by the Committee; and
Perform such other services as may be determined by the Committee
to be in the best interest of the unsecured creditors fo the

The current hourly rates for the professionals designated to work
on behalf of the committee are $325 per hour.

LENOX HEALTHCARE: Committee Taps Howard, Wershbale & Co.
The Official Committee of Unsecured Creditors of Lenox
Healthcare, Inc., Greylock Health Corporation, Lenox Healthcare
LLC and their affiliates apply to the court for an order
authorizing the employment and retention of Howard, Wershbale &
Co. as financial consultant for the committee.

The professional services to be performed by the firm include:

Assisting in the analysis of the debtors' business operations
including, but not limited to, analysis of financial reporting,
analysis of patient accounts receivable and billing/collection
procedures, review of third party payment issues, and analysis of
facility valuations;

Assisting in the review of the secured creditors' prepetition
secured claims;

Assisting in negotiations with secured creditors;

Assisting in the review of offers for the purchase of the
debtors' businesses;

Assisting in the development, negotiation and consummation of any
proposed plan of reorganization or sale of the debtors'

Provide litigation consulting services and expert witness
testimony to the extent requested by the Committee;  

The firm will charge its usual hourly fees ranging from $120 to
$250 for its professionals designated to work on the case.

LEWIS & PEAT RUBBER: Files For Chapter 11 Protection
One of the oldest and biggest rubber traders in the world, Lewis
& Peat Rubber, has filed for Chapter 11 bankruptcy protection in
he US and is in receivership in the United Kingdom and Singapore.

The group, control of which had passed to Indonesia's
financially-troubled Bakrie group since 1993, is said to have
collapsed due to mismanagement and debts running into the "tens
of millions" of US dollars, sources said. In Singapore alone, the
company reported debts of US$ 62 million (S$ 103.5 million).

Most of the money was borrowed in Singapore, originally for its
trading facilities, but was later lent to the group's US and UK
operations. "The US operation then used the money to buy rubber
plantations in Liberia and China, and with the falling price of
rubber found itself in financial difficulty and unable to repay
the Singapore loans," a source said.

He also disclosed that the Bakries had bought into Lewis & Peat
around 1993 as it fitted in nicely with their rubber operations,
which include plantations covering more than 55,000 hectares -
about double the size of Singapore -in Sumatra.

The group's US operations -Lewis & Peat Rubber Limited
Partnership, Lewis & Peat Rubber Inc and Annar Latex Inc -filed
to be placed under Chapter 11 in a Connecticut court on Monday. A
filing for protection against creditors under Chapter 11 of the
US Bankruptcy Code will normally allow a troubled company a
chance to restructure its debt.

In Singapore, a group of about a dozen creditor banks led by
Rabobank of the Netherlands applied for the group's operations
here -Lewis & Peat (Rubber) Holdings Pte Ltd (LPRH), Lewis & Peat
Rubber (Singapore) Pte Ltd (LPRS), and Lewis & Peat Distribution
Pte Ltd (LPD) -to be placed under the receivership of Ernst &
Young's Ong Yew Huat on Tuesday.

The Singapore companies had placed themselves under judicial
management earlier on Dec 27 after they found themselves having
difficulty in meeting cross-guarantees on borrowings by sister
companies in the US and in Britain.

However, the banks in Singapore decided to call in the receivers
to have more direct control over the company's assets as under
judicial management the managers were accountable to all
creditors and not just the banks.

The group's management, including the Bakries, could not be
reached for comment. A receptionist said they "were all not
around" and did not know when they would be available for
comment. The group, in which the Bakries have a 75
per cent stake, has a staff strength of 15 in Singapore.

"We are in very preliminary discussions with interested parties,
mainly international concerns in the rubber business," disclosed
receiver Mr Ong.

The Singapore Commodity Exchange, where the firm was a clearing
member, said the company had resigned as a member last Dec 14 and
had squared and cleared all its futures positions even before
handing over its letter.

"We have not been affected very much by their closure although
they were an important player in the futures market," said the
exchange's general manager Lim Toh Eng.

However, it has a number of unfilled contracts in physical rubber
and the receivers are said to be working towards fulfilling as
much of the contracts as possible.

In the four years from 1995, LPRS has lost money only in 1995 -
some $ 1.58 million -and over the following three years brought
in net profits after extraordinary items of $ 2.64 million in
1996, $ 5.21 million in 1997 and $ 3.28 million in 1998. This was
on the back of sales of $ 132 million, $ 121 million, $ 126
million and $ 138 million respectively.

"Lewis & Peat's collapse wasn't due to its Singapore operations
or the poor price of rubber. They were operating profitably here
but money was being siphoned off to its US and UK operations. In
the end it was just sheer mismanagement," a source who declined
to be named told BT.  Another source said L&P's troubles were
probably the result of the financial problems the Bakrie group
found itself in following the Indonesian economy's collapse.

Lewis & Peat has a history that goes back to 1775. It imported
rubber from the Brazilian government from around 1850 and has
been involved in that commodity's trade since. With a turnover of
over 300,000 tonnes a year, it laid claim to being the world's
largest distributor of natural rubber, with offices in Singapore,
London, Poland and Middlebury in Connecticut, and dealings in
Malaysia, Indonesia, China and Africa as well.

Besides holding dry rubber, it also maintains terminals for latex
in the US and is the only source of low-protein cream latex.


1775: Founding of group that later becomes Lewis & Peat. 1850s:
Starts rubber trading with Brazilian government. 1990s:
Indonesia's Bakrie group takes control.

1999 Dec 14: Lewis & Peat resigns from Singapore Commodity Ex-
change. Dec 27: Places itself under judicial management.

2000 Jan 10: US operations file for Chapter 11. Jan 11: Singapore
operations go into receivership.

MEDPARTNERS: Applies to Employ CB Richard Ellis, Inc.
The debtor, Medpartners Provider Network, Inc. applies to employ
CB Richard Ellis, Inc. as exclusive marketing advisor and broker
to the debtor.  The firm is t represent the debtor regarding the
sale of two office buildings and related real property interests
located at 5000 and 5001 Airport Plaza Drive, Long Beach

NATIONAL HEALTH: Bowers Resigns as CEO of National Health
National Health and Safety Corporation (OTC Bulletin Board: NHLT)
announced today the resignation of Dr. R. Dennis Bowers, founder
of the company, as its Chief Executive Officer. Bowers will
continue in his other role as Director of the company.

Bowers, who founded the company and has been its chief executive
for more than 10 years, recently accepted a position as Executive
Vice President of MedSmart Healthcare Network, a Dallas-based
company which recently purchased the POWERx Healthcare Network
from National Health.  Patricia Bathurst, former Vice President
of Marketing for National Health, also will transition to
MedSmart as its Vice President of marketing.

Bowers said that the board has appointed James Kennard to serve
as the interim CEO until National Health has completed its
Chapter 11 Reorganization, now in process, which is expected some
time in early spring.

Kennard, former CEO of Transicoil Inc. and a former member of the
American Management Association's Presidents Association, is from
Greentown, PA.  He is a long-time shareholder of National and one
of the first investors in National Health before it became a
public company in 1992.  Kennard is the former treasurer of
National Health.

National Health is the founder and developer of the POWERx
Medical Benefits Network, which was recently sold to MedSmart.  
POWERx is a comprehensive national health discount network of
more than 750,000 doctors, hospitals, dentists, pharmacies and
other healthcare providers nationwide. Contrary to most HMOs and
PPO networks, POWERx is much less expensive (about $200/year) and
provides savings up to 60% on most medical products and services.  
Development and expansion of National Health's other profit
centers depends on the outcome of its joint plan of
reorganization which is pending in Bankruptcy Court.  The next
hearing, presently scheduled for January 31, 2000, is to
determine the adequacy of the amended disclosure statement which
is scheduled to be filed during the coming week.

NAVIGANT INTERNATIONAL: Baupost Group Reports Holdings
The Baupost Group LLC currently owns less than 5% of the
outstanding shares of common stock of Navigant International Inc.  
Baupost Group LLC beneficially owns 478,121 shares with sole
voting and dispositive power.  This number represents 3.78% of
the outstanding shares of common stock of the company.  Sak
Corporation and Seth A. Klarman hold no stock in the

NOVACARE: Owners Report Holding 17% Of Outstanding Stock
LDN Stuyvie Partnership and Stuyvesant Pierrepont Comfort
beneficially own 11,046,955 shares of common stock in NovaCare
Inc. representing 17.4% of the outstanding common stock of the
company.  The Partnership and Mr. Comfort hold sole voting and
dispositive power over the shares.

The Partnership and Mr. Comfort acquired the securities in order
to provide continuing support to management and the company in
both the search for and acquisition of a new business. They
presently intend to vote their common stock in support of the
reinvestment of the proceeds of certain divestitures in a new
business and against the liquidation of NovaCare Inc.

Depending on market conditions and the success of management in
identifying and consummating an acquisition of a new business,
the Partnership and Mr. Comfort may acquire more or dispose of
their shares of common stock.

Under a plan of restructuring approved by NovaCare's stockholders
on or about September 21, 1999, NovaCare's Board of Directors is
authorized, among other things, to reinvest the Divestiture
Proceeds through the acquisition of a new business. The
Divestiture Proceeds are a material amount of NovaCare's assets.
Under the Plan, in the event the company is unable, or chooses
not, to reinvest the Divestiture Proceeds in a new business, the
Board is required to liquidate NovaCare through a
distribution to stockholders.

Mr. Comfort was elected to the Board on January 5, 2000. As a
result of recent resignations from the Board, he is one of five

RIO RANCHO: Owner Files Chapter 11
Rio Rancho Country Club owners this week filed for Chapter 11
protection against a foreclosure lawsuit by the club's mortgage
lender. Owner Richard Chulick said Thursday he had been working
closely with the lender and had hoped the negotiations would head
off any serious financial problems.

"We have been experiencing cash-flow problems because of all the
money we spent on the golf course and because we have not grown
membership fast enough to keep up," Chulick said. "The winter
season is slow, so that was an additional problem."

According to the lawsuit filed in 13th District Court, the club
generates about $143,200 in monthly revenue during the winter
months, in contrast to $240,000 during the summer months.

The club's monthly mortgage payment is $29,076.

Despite the talks with the lender, California-based Bay View
Franchise Mortgage Acceptance Co., the lawsuit "came from out of
the blue," Chulick said.

To stop the foreclosure and the appointment of a receiver, which
the lawsuit seeks, Chulick voluntarily submitted a petition for
Chapter 11 under the Bankruptcy Code.

Corporations can file under Chapter 11 to protect against
foreclosure, allowing them to devise a plan to reorganize
finances and ultimately save their property from liquidation.

"Had we not done that, we would have lost the property and lost
control," Chulick said. The lawsuit names Chulick and co-owner
Richard Campbell as defendants and seeks nearly $4 million from
the club for failure to keep up with mortgage payments.
Chulick and Campbell borrowed $3 million in November 1997, when
they bought the country club and golf course from AMREP
Southwest, Rio Rancho's largest developer and property owner.

"No payment whatsoever of the monthly sums owed has been made
since September of 1999," the lawsuit claims.

It further states the golf course "has not been properly
maintained" and "is in substandard condition, which adversely
impacts its value as Plaintiff's collateral."

Chulick said he agrees the golf course is not in top condition
but contends that much of the club's cash-flow problem stems from
more than $1.5 million in past expenditures to improve the golf
course, including adding new bunkers, tees and purchasing
maintenance equipment.

Chulick said that although he and Campbell have yet to design a
reorganization plan, he does not expect the lawsuit or the
bankruptcy filing to affect the club's members or usual services.

Chulick indicated in his Chapter 11 petition that he has between
100 and 199 creditors.

SERVICE MERCHANDISE: Announces Strategic Internet Alliances
Service Merchandise Company (OTC:SVCDQ) has announced the
formation of strategic Internet alliances with three of its
existing housewares vendors -- Corning Consumer Products Company,
Inc., Household Products Inc./Black and Decker and Panasonic Home
and Commercial Products Company -- which will culminate with the
retailer offering its customers the complete product assortments
available from those vendors.

These alliances represent the first stage of Service
Merchandise's aggressive effort to offer full line extensions via
its Internet site at in categories it

Current plans call for these vendors' full lines to be available
online by the end of the second quarter of this year, with
additional vendors being brought into the program in the coming

"This strategy creates a substantial benefit for our customers,
since we will be offering them the widest possible assortment of
the brands they want, at the values they know from Service
Merchandise," said Charles Septer, President and Chief Operating
Officer. "With this arrangement, customers can either buy the
products we already offer in our stores, or they can purchase a
significantly expanded assortment online, for home delivery.

"Historically, brick-and-mortar retailers have not offered
manufacturers' entire product assortments," he continued.
"Service Merchandise will break new ground by stocking the most
popular items in its 221 stores and making the entire product
lines available online."

The line extensions represent consumer brand names ranging from
Black and Decker household products, and Panasonic personal care,
to 15 Corning brands, including Corningware, Pyrex, Corelle,
Visions, Ekco, Oxo, Revereware, Chicago Cutlery, Farberware
Bakeware and B. Via Bakeware.

"These partnerships represent a real win for the participating
vendors and for Service Merchandise," said Jerry Foreman, Senior
Vice President of Hardlines Merchandising. "We will be able to
maximize customer service by offering the widest possible range
of products, while providing these vendors with expanded
visibility and sales."

Foreman noted that Service Merchandise is working aggressively
with its existing vendors to expand the number of participants,
and he invited any vendor interested in exploring this expanded
distribution channel to contact his office at 615/660-7023.

Septer indicated that the new program will help Service
Merchandise take full advantage of the synergy offered through
its three ways to shop -- in store, by phone and online -- and
the long-established infrastructure which supports those
sales channels.

"We have a strong track record in Internet sales, and an even
stronger one in order fulfillment," he said. Septer noted that
Service Merchandise's Internet sales growth last year outpaced
industry averages for the holiday selling season and for the
entire year.

Among the newer features the Service Merchandise Web site offers
are the ability for online customers to see whether an item is in
stock at local Service Merchandise stores and reserve the item
for pickup; and the ability to return Internet purchases at any
store nationwide.

"Holiday shoppers were especially pleased with the ability to
reserve items for store pickup," Septer said. "It is just another
advantage Service offers over Internet-only retailers."

Service Merchandise is a specialty retailer focusing on fine
jewelry, home products and gifts, operating 221 stores in 32
states. Customers can also shop by phone at 800/JEWELRY and
online at

STYLESITE MARKETING: Case Summary & Largest Unsecured Creditors
Debtor:  Stylesite Marketing, Inc.
         F/K/A Diplomat
         Direct Marketing Corporation

Type of Business: Holding company for divisions that conduct
specialty retail sales of women's fashion apparel and
Accessories via catalog and E-commerce, and babies and
Toddlers fashion apparel and accessories via mass

Petition Date:  January 13, 2000          
Chapter 11
Court:  Southern District of New York  
Judge:  Stuart M. Bernstein

Debtor's Counsel:  Neil Yahr Siegel
                   Angel & Frank, P.C.
                   460 Park Avenue
                   8th Floor
                   New York, NY 10022-1906
                  (212) 752-8000

Total Assets:  $ 35,239,506
Total Debts:   $ 34,215,663

20 Largest Unsecured Creditors

Arandell Schmidt                           $ 2,679,174
St. Joseph Printing                        $ 1,029,773
World Color                                  $ 759,678
St. Joseph Press                             $ 613,764
Dani Michaels                                $ 450,674
Color Systems Incorporated                   $ 430,545
MBS/Multitude                                $ 197,173
Direct Action                                $ 188,135
Papillon                                     $ 185,461
Ariel                                        $ 149,326
United Parcel Service                        $ 138,822
Nira                                         $ 137,273
Mail Well Graphics                           $ 131,272
Call Center Services                         $ 127,768
Coup D'Etat                                  $ 106,957
Donnelly Marketing                            $ 99,237
Michael Alexander                             $ 97,486
The Travelers                                 $ 89,692
Finkelstein Marketing                         $ 87,130
CAC Leasing Inc.                              $ 82,450

SUN HEALTHCARE: Court Confirms Results of Auction
As previously reported, Judge Walrath confirmed the results of
the Debtors' auction, finding that ASLLP's bid is, in fact, the
highest and best offer for the SunBridge Assets.  

Behind-the-scenes talks among the Debtors, ASLLP, certain
landlords and mortgage holders, including LTC Properties, Inc.,
result in the withdrawal of two Properties from the package:

     * SunPointe Senior Living-Hamlet in Chagrin Falls, Ohio
     * SunPointe Senior Living in Sun City, Arizona

reducing ASLLP's bid to $73,821,091, which includes the
assumption of very substantial debt.  

Several of Sun's Landlords and Mortgagees interpose several
objections to the ASLLP sale:

LTC Properties, Inc., who services the mortgage on one of the
Jacksonville, Florida facilities included in the sale package,
observes that its property is a "Required Facility" owned by a
non-debtor seller. Consequently, under the relevant transactional
documents, LTC says, the ASLLP sale cannot be consummated without
LTC's consent.  Without stating any particular reason, LTC states
that "it is presently unwilling to give a Third Party Consent
with respect to that Facility."  LTC is troubled because
"[a]lthough the Assumption and Sale Motion refer to American
Senior Living Limited Partnership as the Buyer, the Sale
Agreement makes it clear that the Jacksonville Facility . . .
will be transferred to a special purpose entity--about which the
Assumption and Sale motion provides little or no information."  

Nationwide Health Properties, Inc. (the lessor for SunPointe
Senior Living facilities in Decatur, Alabama; Hanceville,
Alabama; and Pensacola, Florida), objects because the "Debtors'
efforts to obtain Court approval of its proposed sale of the
facilities is based on Debtors' assertions that they are well on
their way to obtaining the necessary consents from third
parties, including [Nationwide], to the assumption and assignment
of the applicable leases."   Nationwide claims that "[n]othing
could be further from the truth."  Nationwide believes that its
consent to assignment of the leases is essential to the ASLLP
sale, and Nationwide is not willing to consent.

Nationwide states three primary objections to the ASLLP sale.  
First, ASLLP has not provided all the information that Nationwide
requested in order to evaluate the potential assignment of its
leases to ASLLP.  Second, the information that ASLLP did provide
shows that ASLLP poses a fundamentally different type of and
greater credit risk than the Debtors posed at the time Nationwide
entered into leases with them. Third, the Debtors and ASLLP have
refused to enter into meaningful negotiations with Nationwide
regarding these problems.   

Other landlords object to assignment of their Leases to ASSLP
sale.  These objections will be raised as the Debtors file a
separate motion to assume and assign their leasehold interests
pursuant to 11 U.S.C. Sec. 365. (Sun Healthcare Bankruptcy News
Issue 9; Bankruptcy Creditors' Service Inc.)

SYSTEMSOFT CORP: Second Amended Disclosure Statement
After an objection by Rocket Software, Inc. to its first amended
plan, the debtor proposed a plan wherein Rocket or its designee
will fund payments required to be made to creditors in exchange
for which it will receive 100% of newly issued common stock in
the Reorganized Debtor.  Specifically the plan provides that SVB
will either be paid cash in an amount to be agreed upon by Rocket
or receive a two year promissory note from the Reorganized
Debtor.  Rocket will also provide plan funding for allowed
administrative, priority tax and executive severance claims.  The
plan provides for an immediate cash distribution to general
unsecured creditors in the sum of $1.6 million which the debtor
believes will result in an initial distribution of as much as 32%
for each holder of an allowed general unsecured claim.  Unsecured
creditors will also share in the proceeds of all Avoidance
Actions (which shall be prosecuted by a creditors' trustee) and
40% of the net benefit obtained by the Reorganized Debtor on
account of the Microsoft Claim.  In consideration for its plan
funding the Reorganized Debtor will issue 100% of its stock to
Rocket, or designee.  All equity interests will be canceled.

TALK AMERICA: First Amended Disclosure Plan
Classification of claims under the plan are as follows:

Class One - All allowed secured claims, if any held by KeyCorp.  
In connection with the Beacon Sale, KeyCorp. was allowed a
secured claims of $1 million of which $360,000 has been paid from
Beacon Sale Closing Proceeds. Impaired.

Class Two -  All Allowed Secured Claims, if any, held by NTFC
Capital Corp. Unimpaired.

Class Three -  Shall consist of all allowed secured claims, if
any, held by Greenpages of $27,733 - Unimpaired.

Class Four - Shall consist of the Allowed Secured Claims, if any,
held by Paymentech.  Paymentech has an allowed secured claim of
$1.4 million, the amount of pre-petition refund claims held by
Mastercard and Visa customers. Impaired.

Class Five -  All allowed secured claims and all priority claims,
if any, held by the city of Portland for personal property taxes.  
The city asserts claims aggregating over $130,000, but this
amount is contested.

Class Six -  All allowed priority claims, if any, held by
employees or any other parties pursuant to Section 507. Accrued
vacation claims total about $9,000. Impaired.

Class Seven -  Allowed Unsecured claims of the holders of refund
claims. Total refund claims are about $2 million. Impaired.

Class Eight - Allowed Unsecured claims other than class 7 claims.  
The class claim, if any, and any claims held by the MacRoberts
plaintiffs - which are both disputed. Class Eight Claims are $5.4
million. Impaired.

Class Nine - Holders of equity interests, debtor's shareholders.

TERRA INDUSTRIES: Commitment To Refinance Revolving Credit Line
Terra Industries Inc. has obtained a commitment from Citibank,
N.A., as Administrative Agent, and Salomon Smith Barney Inc., as
Arranger, to refinance Terra's existing $63 million revolving
credit line and long-term bank debt of $109 million with a $250
million asset-based borrowing facility expiring in January 2003.
The new financing agreement is expected to close by February 29,
2000 following syndication and is subject to completion of due
diligence and other customary conditions of closing. The
agreement's financial covenants, including minimum earnings
required, are specified in the Citibank commitment letter that
Terra filed with the Securities and Exchange Commission.

Terra Industries Inc., with 1998 revenues of $850 million from
continuing operations, is a producer and marketer of nitrogen
fertilizers.  The company also manufactures nitrogen products and
methanol for industrial markets.

VISION ONE: Update Regarding Bank Credit Facility
EYES), a leading healthcare company exclusively focused on eye
care, today provided an update regarding its Bank Credit
Facility, PPM unwind program and its evaluation of strategic
alternatives to the Company. The Company also reported
commencement of a corporate consolidation plan.


Pursuant to a letter agreement effective December 29, 1999, the
Company received an extension of temporary waivers relative to
certain covenants and payments under its Credit Facility from
December 31, 1999 to February 29, 2000.  The agreement requires a
continued effort by the Company to sell all or a portion of the
Company. Under the terms of the letter agreement, during the
period of waiver, the Company must continue to provide a budget
to the bank group for their approval. Additionally, all proceeds
from the sale of any assets and net cash flows from operations
not applied to budgeted expenses shall be remitted to the bank


The Company closed on the unwind of three of its managed
practices in return for a combination of cash and stock to the
Company. Under these unwind agreements, the management agreements
with the Company will be canceled and the employees along with
certain assets located at their clinics will be transferred back
to the practices. As mentioned, the Company expects, subject
to continuing approval of the bank, to draw upon funds received
pursuant to such unwinds to meet its reasonably and necessary
operating expenses. Neither of these transactions involves
officers or directors of the Company.  Additionally, the Company
reports it is continuing its negotiations with the other
practices with expectations of additional closings during


The Company is continuing to have serious discussions relative to
a sale of all or a portion of the Company. The Company plans to
continue to concentrate on evaluating its alternatives with the
goal of achieving the best result for its shareholders.


As a result of the recent sales of the buying group and retail
optical divisions, as well as the previously announced unwind of
the PPM division, the Company is in the process of implementing
further consolidation in its operating infrastructure. The
Company expects to substantially close the Largo, Florida service
center and to consolidate the managed care operations to the
Boca Raton, Baltimore and Phoenix regional offices. In addition,
refractive and ambulatory surgery center operations will be
consolidated to a location which has yet to be determined. As a
result of these changes, the Company expects to have net
eliminations in excess of 70 full time positions. These positions
are in excess of the employees being transferred back to the
practices as part of the PPM unwind program. The Company further
reported that depending upon the outcome of the
negotiations surrounding the strategic alternatives noted above,
a final decision as to relocation of corporate services,
accounting and financial reporting, is on hold at this time.

Vision Twenty-One, Inc. is a vision care Company focused on the
development of refractive eye laser and surgery centers. The
Company is headquartered in Largo, FL., and maintains regional
offices in Phoenix, Minneapolis and Somerset, NJ.

WISER OIL: Special Meeting of Stockholders To Be Held
At a date and time yet to be announced a special meeting of
stockholders of The Wiser Oil Company, a Delaware corporation,
will be held in Dallas, Texas.   At the meeting, stockholders  
will be asked to consider and approve the sale to Wiser
Investment Company, LLC of 1,000,000 shares of the company's
Series C Cumulative Convertible Preferred Stock for $25
million in cash, and warrants to purchase shares of the company's
common stock representing approximately 5% of the shares of the
common stock outstanding at any given time, pursuant to the terms
of a Stock Purchase Agreement and a Warrant Purchase Agreement,
each dated December 13, 1999, between the company and Wiser
Investment Company, LLC.

Stockholders will also be asked to consider, approve and adopt a
new Restated Certificate of Incorporation of the company, which
amends, restates and replaces the company's Restated Certificate
of Incorporation of January 22, 1971, as amended.  The New
Charter is required to be approved and adopted by the company's
stockholders as a condition to the closing of the transactions
contemplated by the Stock Purchase Agreement and the Warrant
Purchase Agreement.

Immediately following the closing of these transactions, Andrew
J. Shoup, Jr., President and CEO of Wiser Oil Company will be
resigning from his positions with the company, George K. Hickox,
Jr., one of the principals of Wiser Investment Company, will
become Chairman of the Board and Chief Executive Officer of the
company and A. Wayne Ritter, the current Vice President-
Acquisitions and Production of the company, will become
President. Following the closing, the Board of Directors will
consist of four of the current directors and three new directors
designated by Wiser Investment Company, one of whom will be Mr.

Meetings, Conferences and Seminars

February 24-26, 2000
      Chapter 11 Business Reorganizations
         Walt Disney World, Orland, Florida
            Contact: 1-800-CLE-NEWS

February 27-March 1, 2000
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 2-5, 2000
      1st Annual Winter Conference
         Radisson Resort Hotel, Scottsdale, Arizona
            Contact: 1-561-241-7301 or 1-213-487-7550

March 9, 2000
      Spring Seminar
         Somewhere in New Orleans, Louisiana
            Contact: 1-803-252-5646 or

March 8-10, 2000
      Healthcare Restructurings: Successful Strategies
      for Managing Distressed Finances
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   
March 23-25, 2000
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

March 30-April 2, 2000
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

April 3-4, 2000
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI

April 5-8, 2000
      Spring Conference
         The Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or
April 6-7, 2000
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

April 10-11, 2000
      22nd Annual Current Developments in
      Bankruptcy and Reoorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact: 1-800-260-4PLI

May 4-5, 2000
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or   

June 29-July 2, 2000
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

August 14-15, 2000
      Advanced Education Workshop
         Loewes Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or
September 12-17, 2000
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or

September 21-22, 2000
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   

November 2-6, 2000
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or

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


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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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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
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