TCR_Public/000125.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 25, 2000, Vol. 4, No. 17

                     
                     Headlines

AMERICAN PAD: Case Summary and 20 Largest Unsecured Creditors
BASIC LEASING COPORATION: Case Summary
BRUNO'S: Huff's Emergency Motion to Stay Confirmation Order
CORAM RESOURCE: Seeks Order Extending Use of Cash Collateral
DECISIONONE HOLDINGS: Holders Report Owning 56.2% of Common Stock

FILENE'S BASEMENT: Seeks To Reject Leases
FRUIT OF THE LOOM: US Trustee Schedules 1st Meeting of Creditors
GOLDEN OCEAN: Case Summary & 16 Largest Unsecured Creditors
HARVARD PILGRIM: Moody's Assigns A Caa1 To Series 1998 Bonds
ITHACA INDUSTRIES: Net Sales Decrease; Net Loss of $1.2 Million

KCS ENERGY INC.: Case Summary
KMART: Reports Rising Revenues
LEVITZ: Fifteenth DIP Amendment
MARINER: Motions to Honor Prepetition Sales & Use Tax Obligations
MT. KISCO EXECUTIVE CENTER: Case Summary

NEUROMEDICAL: Committee Replies To Claims
PENNCORP FINANCIAL: Enters Confidentiality Agreement
PHARMACY FUND: Order Confirms Amended Joint Plan
PLANET HOLLYWOOD: Judge Approves Plan
PRATT & WHITNEY: To Cut 1,700 Jobs

SGL CORPORATION: Order Dismisses Chapter 11 Petition
SHOE CORP: Opposes Motion To Convert Cases To Chapter 7
STARTER: Seeks Approval of Disclosure Statement
SUN HEALTHCARE: Seeks To Reject Orlando Lease/Medicare Agreement
TECMAR TECHNOLOGIES:Case Summary & 15 Largest Unsecured Creditors

TECMAR TECHNOLOGIES:Case Summary & 20 Largest Unsecured Creditors
TRISM INC: Seeks Time To Either Assume or Reject Leases
TULTEX CORP: Creditors To Compel Filing of Schedules
UNIPRIME CAPITAL ACCEPTANCE, INC.: Files for Chapter 11
UNITED COMPANIES: Equity Committee Taps Saul, Ewing
USCI INC: Significant Operating and Net Losses

Meetings, Conferences and Seminars

                      ********

AMERICAN PAD: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:  American Pad & Paper Co.
         17034 Preston Rd, Suite 700
         Dallas, TX 75252-5613
            
Type of Business:  
Holding company with no separate operations and
owns, directly or indirectly, 100% of the
outstanding common stock of all its subsidiaries.

Petition Date: January 10, 2000     
Chapter 11
Court:  District of Delaware             
Judge:  Roderick R. McKelvie

Debtor's Counsel:  Mark D. Collins
                   Richards, Layton & Finger
                   PO Box 551
                   Wilmington, DE 19899
                   (302) 658-6541
                            
                    D. J. Baker
                    Gibson, Duan & Crutcher LLP
                    200 Park Avenue
                    New York, NY 10166
                    (212) 351-4000

Total Assets: $496,000,000
Total Debts:  $521,000,000

20 Largest Unsecured Creditors

Bank of New York          Noteholder       $ 130,000,000
International Paper       Trade            $ 4,564,970
Georgia Pacific           Trade            $ 3,696,130
Kimberly Clark            Trade            $ 2,128,508
House Cascade Paper Group Trade            $ 1,226,705
JJ Collins                Trade            $ 1,177,807
Gilman Paper              Trade            $ 1,020,952
Papercone Co.             Trade            $ 1,003,633
Appleton Paper            Trade            $   784,802
Gadge USA                 Trade            $   736,000
Mafcote Industries Inc.   Trade            $   735,162
Avpex International       Trade            $   616,716
WeyerHaeuser Paper        Trade            $   558,377
Fox River                 Trade            $   468,858
Chapco Carton             Trade            $   388,982
Flyer Graphics            Trade            $   388,629
National Starch &
   Chemical Co.           Trade            $   343,912
Wausau Paper Mills        Trade            $   330,830
Paper Tyger               Trade            $   319,212
Wausau Insurance          Trade            $   202,481


BASIC LEASING COPORATION: Case Summary
--------------------------------------
Debtor:  Basic Leasing Corp.
         Port Kearny, Building 12A
         South Kearny, New Jersey 07032

Petition Date:  January 20, 2000            
Chapter 11
Court: Southern District of New York      
Judge:  Arthur J. Gonzalez

Debtor's Counsel:  Alan Nisselson
                   Brauner Baron Rosenzweig & Klein, LLP
                   61 Broadway, 18th Floor
                   New York, New York 10006
                   (212) 797-9100

Assets and Liabilities are estimated to be between
1 million to 10 million.


BRUNO'S: Huff's Emergency Motion to Stay Confirmation Order
-----------------------------------------------------------
W. R. Huff Asset Management Co., L.L.C., asks Judge Robinson to
stay her Order confirming the Debtors' Second Amended
Reorganization Plan pending Huff's appeal of the Confirmation
Order.  Huff holds $290 million of 10-1/2% subordinated notes
issued by Bruno's, Inc.  Huff is out of the money under the Plan.  
Huff's motion argues that, absent a stay:

the Debtors and their insiders--including Kohlberg, Kravis,
Roberts & Co. and its affiliates--will engage in a series of
self-benefiting transactions, including the distribution of cash
and securities in the reorganized Debtors, the completion of exit
financing, and the effectuation of releases and exculpations of
various parties from potentially valuable estate and third-party
claims.  The consummation of these transactions may very well
render Huff's appellate rights moot and effectively deprive Huff
of its due process rights to an appellate review of the
Confirmation Order.

Huff believes that a stay of the Confirmation Order is
appropriate because Huff is likely to prevail on its appeal of
the Plan and Confirmation Order. Huff argues that the Plan should
not have been confirmed for the following reasons.  

First, the Plan is not "fair and reasonable" because "KKR and
other shareholders" have the exclusive right to acquire property
of the debtors, while subordinated bond holders receive nothing."
KKR and its affiliates own more than 80% of the outstanding stock
of Bruno's.    

Second, "the voting creditors and other parties in interest were
afforded improper and misleading disclosure regarding the
debtors' complete abdication of their responsibility to assess
adequately potential preference recovery actions...."

Third, "the Plan fails to comply with Section 510 of the
bankruptcy code in that it enforces only a portion of the
subordination agreement entered into by holders of the Notes and
denies them their concomitant subrogation rights."

Fourth, "the Debtors, in their effort to obtain releases of KKR
and other insiders, agreed to a sale of estate assets to or for
the benefit the banks [sic] without adequately seeking higher or
better offers, as the Code and applicable case law require...."

Fifth, "essential elements of the Plan sprung from the overriding
interests of the Debtors' insiders, the Banks, and the Debtors'
largest trade creditors to release each other from avoidance
liability."

Sixth, "the Debtors made no evidentiary showing that their
assumption of zero value for potential fraudulent conveyance,
preference, and breach of fiduciary duty and mismanagement claims
has a basis in fact."

Seventh, "the Plan does not contain non-consensual third-party
releases."

Eighth, the Plan violates the requirement in section 1129(b) of
the Bankruptcy Code "that a cramdown plan be 'fair and
equitable'" because "the Plan will provide value to the Banks
that exceeds 100% of their allowed claims...." (Bruno's
Bankruptcy News Issue 31; Bankruptcy Creditor's Service Inc.)


CORAM RESOURCE: Seeks Order Extending Use of Cash Collateral
------------------------------------------------------------
The debtors, Coram Resource Network, Inc. seek entry of an order
extending through and including February 29, 2000, the debtors'
authority to use cash collateral.  The debtors believe that to
the extent the security interested asserted by the lenders are
valid and perfected, the lenders are over-secured.  A hearing on
the motion will be held on February 3, 2000 at 10:00 AM.  
Pursuant to a Credit Agreement, the lenders agreed to make loans
up to an aggregate principal amount of $60 million to Coram Inc.  
As of the Petition Date there is approximately $37 million
dollars due and owing to the lenders pursuant to the Credit
agreement plus $2.5 million contingently owed in respect of
issued but undrawn letters of credit.  


DECISIONONE HOLDINGS: Holders Report Owning 56.2% of Common Stock
-----------------------------------------------------------------
DLJ Capital Investors, Inc. and DLJMB Funding II, Inc. own and
hold sole voting and dispositive power over 7,025,500 shares of
the common stock of DecisionOne Holdings.  They own and hold
shared powers over 7,995,513 such shares, with the total holding
representing 56.2% of the outstanding shares of common stock of
the company.

Donaldson Lufkin & Jenrette Securities Corporation owns, with
sole powers, 11,542 shares, representing .1% of the outstanding
common stock shares of DecisionOne Holdings, while Donaldson
Lufkin & Jenrette, Inc. owns, with sole powers, 7,037,042 shares,
8,007,055 shares with shared powers.  This ownership represents
56.3% of the outstanding shares of the company.

Michael Isikow beneficially owns 970,013 shares with sole powers,
and 7,995,513 shares with shared powers, representing 7.8% of the
outstanding shares of DecisionOne.  He is a Vice President of
MBPII INC, which is the general partner of certain of the DLJ
Funds. Because Isikow is an employee of Funding II, Isikow and
Funding II may be deemed to share voting and dispositive power
over each other's shares.

On December 29, 1999, (i) Funding II purchased an aggregate of
6,153,970 Shares from Partners II, Partners II-A, Offshore II,
Diversified, Diversified-A, Millennium, Millennium-A, UKIP 1997,
Growth II, CEO and DLJCC (see below) for a total consideration of
$1.00 from cash on hand, and (ii) Isikow purchased an aggregate
of 970,013 Shares from EAB and ESC for a total consideration of
$1.00 in cash from his personal funds. The Sellers believe that
the shares have no value and the sale transactions were
undertaken to close out the Sellers' financial interest in the
shares.

DLJSC acquires and disposes of Units in the ordinary course of
its market-making activities). As of December 22, 1999, DLJSC
owned 6,075 Units.


FILENE'S BASEMENT: Seeks To Reject Leases
-----------------------------------------
The debtors, Filene's Basement Inc. and Filene's Basement Corp.
seek to reject store leases covering premises located in  
Worcester and North Attleboro, Massachusetts; Will Grove,
Pennsylvania; Orange, Connecticut and Rockville, Maryland.  The
going out of business sales have been concluded, and despite
diligent marketing efforts there is no interest from potential
purchasers of the leases, and the debtors have determined that
the leases must be rejected.   The debtors request that the
rejection be effective January 26, 2000 because the debtors will
otherwise be liable to pay rent for stores not generating
revenue.  Therefore, the debtors request that the court schedule
a hearing on or before January 26, 2000.


FRUIT OF THE LOOM: US Trustee Schedules 1st Meeting of Creditors
----------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 341(a), the United States Trustee for
Region III will convene a meeting of the Debtors' creditors on
February 18, 2000 at 1:00 p.m. in Room 2313 of the Federal
Building in Wilmington located at 844 King Street.  All creditors
and parties in interest will receive written notice of this
meeting.  All creditors are invited, but not required, to attend.  
The first official meeting of creditors is the one time in the
Debtors' chapter 11 cases when a senior officer is required to
appear and answer creditors' questions about the company's
financial affairs under oath.  


GOLDEN OCEAN: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor:  Golden Ocean Group, Limited
         PO Box 265, STE 6, Tower Hill House
         Le Bordage, St. Peter Port GY13QU
         Channel Islands, United Kingdom

Type of Business: Holding companies which, through their
affiliates, are in the business of acquiring, disposing, owning,
managing, operating, leasing and chartering ocean-going
vessels including very large crude carriers and dry bulk
carriers and engaging in certain related activities.

Petition Date:  January 14, 2000     
Chapter 11
Court:  District of Delaware             
Judge:  Sue L. Robinson
Debtor's Counsel:  Laurie Selber Silverstein
                   Potter Anderson & Corroon, LLP
                   Hercules Plaza, 1313 N. Market St.
                   PO Box 951
                   Wilmington, DE 19899-0951
                   (302) 984-6000

Total Assets:  $ 881,000,000
Total Debts:   $ 880,000,000

Bankers Trust Company      Agent         $ 291,382,000
Kawasaki Heavy Industries, Guarantee     $ 230,000,000
Capricorn Transport Inc.   Guarantee     $ 114,417,092
Bright Freedom Maritime, SA  Guarantee   $ 78,418,928
Bright Future Maritime, SA   Guarantee   $ 77,475,613
Polestar Carriers Limited    Guarantee   $ 77,161,021
Credit Agricole Indesuez,
  Deutsche Schiffsbank       Guarantee   $ 68,586,473
Chase Manhattan Bank,
  Banque Nationale de Paris
  (Hong Kong),  Nedship
   Merchant Bank (Asia)
   Terence Yeung            Guarantee    $ 64,997,366
Griffin Shipping Inc.       Guarantee    $ 59,618,000
Hyacinth Shipping Corp.     Guarantee    $ 50,696,314
Aquarius Shipping Inc.      Guarantee    $ 41,480,970
Sea Winner Shipping         Guarantee    $ 38,865,607
Big Horn Maritime, SA       Guarantee    $ 35,238,034
Aries Shipping SA           Guarantee    $ 21,594,956
Harris Toibb                Guarantee    $ 10,908,000
Cobelfret (Luxembourg) SA   Settlement   $ 6,500,000
    
    
HARVARD PILGRIM: Moody's Assigns A Caa1 To Series 1998 Bonds
-------------------------------------------------------------
$190.5 MILLION OF BONDS AFFECTED.

NEW YORK, Jan 21, 2000 -- Moody's Investors Service has assigned
an underlying rating of Caa1 to $190.5 million of outstanding
Series 1998 bonds issued for Harvard Pilgrim Health Care. The
rating assignment follows the unprecedented January 4, 2000
takeover of Harvard Pilgrim Health Care Inc. (HPHC) by the
Commonwealth of Massachusetts which placed HPHC in receivership,
and investor interest in the underlying credit quality of HPHC.
Moody's underlying risk assessment for these bonds reflects our
belief that there would be high recovery to bondholders and that
the Commonwealth will actively participate in HPHC's turnaround
plan.

Series 1998 bonds are currently rated Aaa based on the insurance
policy from FSA. Of the $190.5 million gross par outstanding,
FSA's net exposure is $96.38 million.

Rehabilitative Plan Due Within 30 Days

The move into receivership was made possible by the HMO
Insolvency Bill passed by the Massachusetts Legislature in
November 1999. The bill gives the Commissioner of Insurance the
ability to put an HMO under its supervision and insure that the
health care providers the HMO has contracted provide coverage to
the HMO's members. The court has ordered a rehabilitative plan
for HPHC to be completed within 30 days. Moody's will be able to
better ascertain the potential of any receivable write-offs by
our rated hospitals at that time. The move into receivership
legally bars providers from suing HPHC for payments past due. It
is estimated that HPHC owes the Commonwealth's hospitals $300
million for claims made during calendar 1999.

The forced receivership of HPHC by the Department of Insurance
followed a report by HPHC that its losses for fiscal 1999 would
exceed $150 million - more than 50% greater than anticipated.
With over one million members, the HMO is the largest third party
payer after governmental payers and a major source of revenue for
industry participants in Massachusetts. Moody's is still
analyzing the potential fall-out of a worst case scenario for
bondholders, in which providers are forced to write-off millions
in uncollectible receivables if HPHC is liquidated or sold to a
for-profit with its liabilities excluded from the sale price. We
believe that this scenario, at the present time, is unlikely
given the interest by the Department of Insurance and hospital
providers in ensuring HPHC's survival, and the desire to keep a
for-profit HMO from entering what has historically been a not-
for-profit payer market. Moody's currently rates 25 acute care
institutions with $3.7 billion of debt outstanding. Moody's has
surveyed all the hospitals in its portfolio to determine the
existing exposure to HPHC and how the relationship with this
important payer has changed post-receivership.

HPHC experienced early difficulties integrating the computer
systems of Harvard Community Health Plan with Pilgrim Health Care
after these two plans merged in 1995. This problem, coupled with
a pricing strategy to facilitate market growth, laid the
foundation for the current financial difficulty. Without having
the information system capabilities to determine the correct
actuarial run-rate for pricing its services, HPHC could not
provide timely and accurate production of key provider/patient
management reports that would have identified this as a problem
sooner. The quality and reliability of any HMO's information
systems is the key to the success of its operations. In
hindsight, this critical function was under-performing at HPHC
and reportedly continued to be below industry norms. HPHC has
publicly stated that its systems could not handle the magnitude
of claims that required processing on a daily basis.

Moody's Will Continue to Monitor This Situation

Moody's will be actively monitoring the developments of the
turnaround plan being considered by the Department of Insurance
to determine the credit impact on our rated hospitals. We believe
that receivership is the first step toward resolving the HPHC
financial crisis; however, we need to explore the Commonwealth's
commitment to HPHC and its members before we assess whether
HPHC's receivership will result in rating downgrades for any of
the contracting hospitals. Moody's intends to publish a more
detailed report following the release of findings by the
Department of Insurance in early February.


ITHACA INDUSTRIES: Net Sales Decrease; Net Loss of $1.2 Million
---------------------------------------------------------------
The net sales of Ithaca Industries Inc. decreased from $51.9
million to $39.1 million for the thirteen weeks ended October 31,
1998 and October 30, 1999 respectively.  The company indicates
that this decrease is a result of a decrease in orders from its
major customers because of excess inventory levels and overall
weakness in their retail sales.  The company reported a net loss
of $1.2 million in the 1999 quarter as compared to a net gain of
$0.8 million in the 1998 period.

Net sales decreased to $123.0 million for the thirty-nine weeks
ended October 30, 1999 from $145.1 million for the thirty-nine
weeks ended October 31, 1998. This decrease reflects customer
product line changes, lowering of in-store inventory levels and
weakness in certain  distribution channels serviced by the
company.  The net loss in the six month period of 1999 was $2.2
million while in the same six month period of 1998 the
company saw a net gain of $1.0 million.


KCS ENERGY INC.: Case Summary
------------------------------
Debtor:  KCS Energy Inc.
             5555 San Felipe Road
             Houston, Texas 77056

Type of Business:  An independent oil and gas company engaged in
the acquisition, exploration, exploitation and
production of domestic oil and natural gas properties.

Petition Date:  January 5, 2000      
Chapter 11
Court:  District of Delaware           
Judge:  Peter J. Walsh


KMART: Reports Rising Revenues
------------------------------
Kmart Corporation, in reporting it's financial information for
the periods ending October 27, 1999, shows net sales revenue of
$8,057 with net income of $43 for the quarter, and net revenue of
$24,958 with net income of $14 for the six month period.  

Comparable periods in 1998 saw the quarter's net sales revenues
at $7,642, the six month net revenue at $23,273, with net incomes
of $38 and $165 respectively.

On June 11, 1999, Hechinger Company, which had previously
acquired substantially all of the operating assets of Kmart's
former subsidiary Builders Square, Inc., filed for Chapter 11
bankruptcy protection. In the second quarter of 1999, Kmart
recorded a non-cash charge of $354 million, $230 million after
tax, which reflects Kmart's best estimate of the impact of
Hechinger's default on lease obligations for up to 110 former
Builders Square locations which are guaranteed by Kmart.

On September 9, 1999, Hechinger announced that it would liquidate
its stores. During the third quarter of 1999, certain locations
with leases guaranteed by Kmart were subject to auction by
Hechinger as part of its liquidation. The remaining locations
with leases guaranteed by the company were subject to auction on
November 30, 1999. Kmart is currently assessing the results of
these auctions and believes its reserve to be adequate.

Kmart has guaranteed leases for properties operated by certain
former subsidiaries including Borders Group, Inc., OfficeMax,
Inc., and The Sports Authority, Inc. The present value of the
lease obligations guaranteed by Kmart is approximately $420
million. The possibility of the company having to honor its
contingent obligations is dependent upon the future operating
results of the former subsidiaries.


LEVITZ: Fifteenth DIP Amendment
-------------------------------
Judge Walrath approved a Fifteenth Amendment of the Debtors' DIP
Credit Agreement.  Under the Fifteenth Amendment, the Overadvance
Term Lender will provide another $5,000,000.  This money will be
used to reduce other outstanding borrowings under the revolving
credit line portion of the Debtors' post-petition financing
facility.  

The Debtors continue to concentrate their retail operations in
geographic areas where they have a strong market presence and to
close stores in areas where their presence is not as strong.  
These substantial operational changes have caused many one-time
transaction costs.  The additional $5,000,000 is necessary to
meet these costs and to enable the Debtors to continue to
implement their business plan.  The Overadvance Term Lender will
advance the $5,000,000 on a subordinated basis to the existing
Revolving Credit. (Levitz Bankruptcy News Issue 42; Bankruptcy
Creditor's Service Inc.)


MARINER: Motions to Honor Prepetition Sales & Use Tax Obligations
-----------------------------------------------------------------
The MPAN Debtors estimate they owe no more $300,000 and the
HEALTH Debotrs estimate they owe no more than $100,000 to various
Taxing Authorities for prepetition sales and use tax obligations.  
Pursuant to 11 U.S.C. Sec. 507(a)(8), these claims are entitled
to priority over many other claims against the Debtors' estates.  
To confirm a plan of reorganization, 11 U.S.C. Sec. 1129(a)(9)(C)
requires full payment of these Tax Claims.  Not paying these Tax
Claims would lead to the Taxing Authorities taking aggressive
collection action, the Debtors believe.  Accordingly, by this
Motion, the Debtors sought and obtained Judge Walrath's
permission to pay all claims for prepetition sales and use taxes,
without prejudice to their right to contest the amount of tax
owed to any particular Taxing Authority. (Mariner Bankruptcy News
Issue 2; Bankruptcy Creditor's Service Inc.)


MT. KISCO EXECUTIVE CENTER: Case Summary
----------------------------------------
Debtor:  Mt. Kisco Exec. Center, Inc.
             590 Franklin Avenue
             Mt. Vernon, NY 10550

Petition Date:  January 19, 2000           
Chapter 11
Court:  Southern District of New York    
Judge:  John J. Connelly
Debtor's Counsel:  Jonathan S. Pasternak
                            Rattet & Pasternak, LLP
                            550 Mamaroneck Ave-Ste 510
                            Harrison NY 10528
                            (914) 381-7400

Total Assets: $ 4,200,000
Total Debts:   $ 4,230,500


NEUROMEDICAL: Committee Replies To Claims
-----------------------------------------
The Official Committee of Unsecured Creditors of Neuromedical
Systems, Inc. replies to the further response to objections of
debtor and the official committee of unsecured creditors of the
debtor to the claims filed by claimants Herman Erdan, Leonard
Fuchs and Jackie Herbst.  Erdan, Fuchs and Herbst each filed
claims of $50 million.

The committee states that the complaint does not support the
assertion of a claim by each of the claimants.  The Committee
asserts that the claimants have never proven their claims.  The
warrants to be issued pursuant to letters purporting to include a
strike price per share would never have been "in the money" -
consequently none of the claimants was damaged as a result of the
debtor's alleged failure to issue those warrants.  The committee
claims that only Herbst may assert a claim in good faith to the
extent of $2.55 million based upon the performance of the stock
of the debtor.

The purported transaction between the debtor and the claimants
was a contingent, commissioned-based agreement to issue warrants
at a certain strike price for 50% of the shares the claimants
allegedly caused to be sold.  the debtor purported to agree
further to dilute its equity in connection with the claimants'
activities in raising equity.  It appears that the claimants
agreed to perform services, rather than pay cash, in exchange for
the issuance of warrants.  Claimants never had an expectation
that they would be creditors of the debtor; rather, their
expectations appear to be that of equity.  Claimants have no
claim that a certain amount was to be paid for their alleged
services, or that a guaranteed minimum would be paid; they allege
only that they were to be issued warrants to purchase stock of
the debtor.  Claimants' rights and claims, if any were only to
engage in securities transactions, exercising warrants,
purchasing debtor's common stock at the quoted strike price and
selling the debtor's common stock at the market price.  If there
were no breach or if claimants were granted specific performance
of the alleged contracts, Herbst would be entitled to realize a
benefit, if any, from the trading of the securities of the
debtor.


PENNCORP FINANCIAL: Enters Confidentiality Agreement
----------------------------------------------------
Vicuna Advisers, Partners and Capital, together with WNP
Investment Partnership have executed a confidentiality agreement
with PennCorp whereby they have agreed, among other things, to
limit trading of their Preferred Stock to other preferred
shareholders of PennCorp who have executed confidentiality
agreements with PennCorp. These Groups have held discussions with
the management of PennCorp and its representatives and other
preferred shareholders of PennCorp who have executed
confidentiality agreements with PennCorp.

On December 21, 1999, PennCorp and its advisors invited holders
of approximately 74% of its outstanding Preferred Stock,
including Advisors, to a meeting to hear a presentation regarding
a proposed restructuring of PennCorp and PennCorp's progress on a
proposed plan to sell substantially all of the assets of its
operating subsidiaries.  Although Advisers believed that
PennCorp's goal in calling the meeting was to build a consensus
among the members of the Ad Hoc Committee for the Restructuring,
PennCorp instead indicated its intention to move forward with the
sale of its subsidiaries and then consummate a liquidation of
PennCorp in a Chapter 11 bankruptcy. In response to this
information, on December 23, 1999, the Ad Hoc Committee delivered
a letter to the board of directors of PennCorp objecting to this
course of action and calling for the Board's acceptance of a
Restructuring of PennCorp. The Vicuna Group and WNP believe that
the Restructuring on the terms set forth in the Ad Hoc
Committee's term sheet is the only viable alternative for
PennCorp at this juncture to insure maximum value to PennCorp's
stakeholders, including holders of Preferred Stock, or any value
to the holders of the common stock.  Advisors, as part of the Ad
Hoc Committee, intends to take all actions at its disposal
(including litigation) to prevent the consummation of the sale.
Vicuna Advisers, Partners and Capital, together with WNP may be
deemed to be a member of a group within the meaning of Rule 13d-
5(b) with the other members of the Ad Hoc Committee, but they  
expressly disclaim such membership in a group and beneficial
ownership of the shares held by such other members of the Ad Hoc
Committee.

Vicuna Advisors LLC, Vicuna Partners LLC and Joshua G. Welch, own  
335,000 shares of $3.375 Convertible Preferred Stock and 461,600
shares of $3.50 Series II Convertible Preferred Stock, totaling
1,402,488 common stock equivalents.  These amounts represent
14.6% of $3.375 Convertible Preferred  Stock, 16.1% of $3.50
Series II Convertible Preferred Stock, or 4.6% of common stock
equivalents.  They exercise shared voting and dispositive powers
over the Preferred Stock held.

Vicuna Capital I L.P. owns 231,600 shares of $3.375 Convertible
Preferred Stock and 342,150 shares of $3.50 Series II Convertible
Preferred Stock, totaling 1,002,590 common stock equivalent, with
sole voting and dispositive powers.  These amounts represent
10.1% of $3.375 Convertible Preferred  Stock, 11.9% of $3.50
Series II Convertible Preferred Stock, or 3.3% of common stock
equivalents.

WNP Investment Partnership L.P. owns 103,400 shares of $3.375
Convertible Preferred Stock and 119,450 shares of $3.50 Series II
Convertible Preferred Stock, totaling 399,898 common stock
equivalents.  WNP holds sole voting and dispositive power over
the stock which represents 4.5% of $3.375 Convertible Preferred
Stock, 4.2% of $3.50 Series II Convertible Preferred Stock, or
1.4% of common stock equivalents.

Partners is the general partner of Capital and WNP and Advisors
is the investment adviser to Capital and WNP. Welch is the
Managing Member of Partners and Advisors.  The principal business
of each of Capital and WNP is to make investments in common and
preferred stock and other interests in business organizations,
domestic or foreign, with the principal objective of appreciation
of capital invested. The principal business of Partners is to act
as general partner of Capital and WNP. The principal business of
Advisors is to provide portfolio management services to Capital
and WNP.

The source of funds used to purchase the shares of Preferred
Stock owned was working capital of Capital and WNP. The amount of
such funds was $6,136,584 for the Shares owned by Capital and
$2,418,236 for the Shares owned by WNP.


PHARMACY FUND: Order Confirms Amended Joint Plan
-----------------------------------------------
On January 12, 2000, the Honorable Tina L. Brozman, entered an
order confirming the amended joint plan for The Pharmacy Fund,
Inc. and Pharmacy Fund Receivables, Inc.


PLANET HOLLYWOOD: Judge Approves Plan
-------------------------------------
A federal judge has approved Planet Hollywood International
Inc.'s bankruptcy plan.  As provided in the order, founder Robert
Earl will remain CEO and Planet Hollywood will continue to
operate with court protection while it restructures and sheds
debt that it cannot repay, without totally liquidating the
business.

The company will have 21 company-owned restaurants in the United
States and 10 overseas.  Earl and several other major investors
are injecting $30 million in new capital into the company, which
was started 8 1/2 years ago with actors Sylvester Stallone, Demi
Moore, Bruce Willis and Arnold Schwarzenegger as investors.

Planet Hollywood closed nine poorly performing restaurants
throughout the country just before declaring bankruptcy in
October. It later closed one in Holland.

Planet Hollywood plans to announce a new set of celebrity
investors next month.


PRATT & WHITNEY: To Cut 1,700 Jobs
----------------------------------
Jet-engine maker Pratt & Whitney, a unit of United Technologies
Corp., said on Friday it will cut up to 1,700 jobs, or about 8.5
percent of its U.S. work force, by the end of the year to cope
with a downturn in world aerospace markets.

MOST OF THE cuts will be in Connecticut, and are in addition to
the 2,000 cuts that the East Hartford, Conn.-based Pratt
announced last August. Pratt employs about 31,000 people
worldwide, including 20,000 in the United States and 13,000 in
Connecticut.

"The job cuts announced today are in addition to approximately
3,500 positions that Pratt & Whitney has been eliminating since
the start of a major restructuring and consolidation effort in
1998," Pratt said in a news release.

The latest reductions include about 1,500 hourly workers and 200
salaried positions. Most of the actions are in Connecticut,
though there will be a "small impact" on Pratt workers in Georgia
and Maine, Pratt spokesman Mark Sullivan said.

"The bulk of the job reductions are the result of lower new
engine deliveries over the next two to three years," Pratt said,
adding that it will deliver less than 600 engines this year,
compared to nearly 700 in 1999 and 800 in 1998. Pratt is one of
the world's three big aircraft engine makers, along with General
Electric Co. and Britain's Rolls-Royce Plc.


SGL CORPORATION: Order Dismisses Chapter 11 Petition
----------------------------------------------------
On December 29, 1999, the Court of Appeals for the Third Circuit
reversed a court order and instructed the court to dismiss the
debtor's bankruptcy petition as having been filed in bad faith.

Chaparral Steel Corporation and its affiliates purchased graphite
electrodes from SGL Carbon Corporation and filed a proof of claim
for antitrust damages arising from price-fixing activities which
were the basis of the criminal guilty plea by SGL's parent
corporation and CEO.  Chaparral wrote a letter to Judge Farnan
stating that SGL's proposed order for dismissal provides for only
a partial dismissal hemmed in by a number of proposed
qualifications and accommodations.  Chaparral argues that upon
the ruling of the Appellate Court, the case should have been
dismissed.  Chaparral argues that the bankruptcy court thought it
had discretion to delay dismissal to allow the debtor to conduct
an orderly liquidation.  Chaparral offers its own proposed
dismissal order.


SHOE CORP: Opposes Motion To Convert Cases To Chapter 7
-------------------------------------------------------
Shoe Corporation of America, Inc. and its affiliated debtors
oppose the oral motion of the Official Committee of Unsecured
Creditors made at a hearing before the court on December 30, 1999
and the supplement to oral motion of Creditors Committee to
convert cases to Chapter 7.  The debtors have two separate
parties interest in the possible acquisition of the debtors'
businesses.  The debtors believe that the process and interest
will be severely curtailed if a Chapter 7 trustee is appointed at
this time upon the conversion of the cases. The debtor is still
operating its footwear departments in over 35 states in over 200
host stores, and they believe that a Chapter 7 trustee may not be
in a position to continue those operations as that is generally
not the role of a Chapter 7 trustee.  The debtors also believe
that to avoid conversion is allowing some hope of recovery for
the creditors, as opposed to no recovery under a conversion.


STARTER: Seeks Approval of Disclosure Statement
-----------------------------------------------
SC New Haven Corporation, formerly known as Starter Corporation
and its affiliates have agreed with their secured bank lenders
and David A. Beckerman, former CEO of the debtors with respect to
the terms of the Joint Plan of Liquidation.

The plan substantially incorporates a term sheet agreement
between the Lenders and Beckerman, whereby the Lenders provide a
portion of the distributions to which they otherwise would be
entitled to general unsecured creditors and Beckerman assures
that priority claims and administrative claims are paid in full
and funds an additional sum to general unsecured creditors.

The debtors wish to solicit acceptances with respect to the plan,
and seek to have the court consider approval of the Disclosure
Statement on February 16, 2000 at 3:00 PM before Judge Peter J.
Walsh.


SUN HEALTHCARE: Motion To Reject Orlando Lease and Medicare
Agreement
------------------------------------------------------------
The Debtors sought Bankruptcy Court approval of a stipulation,
lease transfer agreement, and operations transfer agreement for
some of their long-term assisted care facilities.  The Department
of Health and Human services objected to the Debtors' proposed
transfer on the ground that it would impermissibly effect a
transfer of Debtors' Medicare provider agreements in violation of
Medicare regulations and bankruptcy law.  HHS argued that in
order for the Medicare provider agreements to be transferred, the
Debtors would have to assume and assign the Medicare provider
agreements pursuant to section 365 of the Bankruptcy Code.

The Debtors believe they have an approach that will eliminate  
HHS' objection.  They ask Judge Walrath to approve their
rejection of the lease and Medicare Provider Agreement, and their
entry into a lease termination agreement and operations transfer
agreement, for the Orlando Health Care Center.  Under the
agreements, the new operator of this Florida facility--
Avante at Orlando, Inc.-- will not bill under the Debtors'
Medicare provider agreement.  Instead, the Medicare Provider
Agreement will be rejected along with the lease.  The Debtors
estimate that rejecting this lease and transferring operational
and financial responsibility to Avante will save them $296,307
per year.  The Debtors' landlord agrees with this approach.  
Their landlord also agrees to waive his rejection claim under
the lease, which could be as much as $838,191.      


TECMAR TECHNOLOGIES:Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor:  Tecmar Technologies Int'l. Inc.
         1900 Pike Road, Building E
         Longmont, CO 80501

Petition Date: January 20, 2000     
Chapter 11
Court:  District of Delaware            
Judge:  Joseph J. Farnan Jr.

Debtor's Counsel:  Laura Davis Jones
                   919 North Market St, Suite 1600
                   Wilmington, DE 19801
                   (302) 652-4100

15 Largest Unsecured Creditors

BDO Seidman, LLP         Trade Debt               $ 12,000.00
Christiania Bank og
    Kredikasse           Trade Debt               $   2,000.00
Colin Biggers & Paisley  Trade Debt               $   2,087.00
Featherson, Patrick      Alleged Severance        $  82,572.00
Gambit AS                Trade Debt               $   3,000.00
Imation Enterprises, Inc. Convertible Debenture   $ 650,871.00
Imation Enterprises, Inc. Guarantee               $ 290,000.00
Iomega Corp & Iomega Malaysia Promissory Note    $1,537,691.00
Jessop & Company, PC       Trade Debt             $  22,157.00
Krendl, Krendl, Sachnoff & Way   Trade Debt       $   6,523.00
Oslo Stock Exchange           Listing fees        $   6,675.00
R. R. Donnelly                Trade Debt          $   5,313.00
State of Delaware             Taxes               $   5,800.00
Wiersbolm Mellbye &
    Bech                      Trade Debt          $   1,500.00
Winton Associates, Inc.       Finder's fee        $ 130,000.00


TECMAR TECHNOLOGIES:Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor:  Tecmar Technologies Inc.
         1900 Pike Road, Building E
         Longmont, CO 80501

Petition Date: January 20, 2000     
Chapter 11
Court:  District of Delaware            
Judge:  Joseph J. Farnan Jr.
Debtor's Counsel:  Laura Davis Jones
                   Pachulski, Stang, Ziehl, Young & Jones P.C.
                   919 North Market St, Suite 1600
                   Wilmington, DE 19801
                   (302) 652-4100

20 Largest Unsecured Creditors

Verbatim Corporation            Trade debt       $453,980.00
Manufacturer's Services         Trade debt       $334,344.00
Imation Enterprises, Inc.       Trade debt       $288,175.00
Veritas Software                Trade debt       $253,162.00
West World Productions, Inc.    Trade debt       $230,000.00
Target Logistics Services       Trade debt       $163,913.00
Fu Yu Manufacturing Ltd.        Trade debt       $115,879.00
Arrow Semiconductor             Trade debt       $113,548.00
Yeti/TBO                        Trade debt       $110,900.00
Kinko's Copy Center             Trade debt       $107,640.00
Keystone Resort                 Trade debt       $102,909.00
Savoir                          Trade debt       $102,564.00
Rand Technology, Inc.           Trade debt       $ 99,303.00
Circle International - Den      Trade debt       $ 99,150.00
Sicon International             Trade debt       $ 92,025.00
Featherston, Patrick    Alleged severance        $ 82,573.00
                               expenses    
Global Computer Supplies       Trade debt        $ 78,294.00
CMP Media, Inc.                Trade debt        $ 76,981.00
American Airlines              Trade debt        $ 74,700.00
Staffing Solutions             Trade debt        $ 67,719.00


TRISM INC: Seeks Time To Either Assume or Reject Leases
-------------------------------------------------------
The debtor, Trism, Inc. has already rejected or assumed all of
its leases.  Because the Effective Date has not occurred, the
debtors, out of an abundance of caution seek to extend the
365(d)(4) deadline to avoid any argument that the leases are
deemed rejected. The debtor seeks an extension for a period up to
and including the earlier of the Effective Date or February 18,
2000.


TULTEX CORP: Creditors To Compel Filing of Schedules
----------------------------------------------------
The Unsecured Creditors Committee requests entry of an order
directing the debtors to file schedules and statements.  A
hearing will be held on January 19, 2000.  Among first-day
orders, the debtor was granted an extension of time for filing
schedules and statements of affairs to March 17, 2000, a total of
105 days from the Petition Date.  The Committee states that it is
hindered by a lack of information in the case.  The Committee
learned through a press release that the debtor closed its US
manufacturing operations and that it ran out of availability
under the DIP Credit Facility with the Bank Lending Group.  
Without adequate information the Committee cannot protect the
interests of the unsecured creditors.


UNIPRIME CAPITAL ACCEPTANCE, INC.: Files for Chapter 11
-------------------------------------------------------
Uniprime Capital Acceptance, Inc., (OTC:UPCA), announced on
January 21, 2000, that it filed for protection under Chapter
Eleven of the Federal Bankruptcy Act in the District of Arizona
as a means to reorganize the company and to seek the release of
its assets from the SEC freeze imposed against prior management.

This action was taken by new management in an effort to put the
assets to use by the debtor in possession for the benefit of the
approximately one thousand (1,000) shareholders and creditors.  
The SEC is seeking to have the assets disgorged into a Fund for
the benefit of eighty-three (83) shareholders who purchased
shares from the company between June 16, 1999 and August 13,
1999.


UNITED COMPANIES: Equity Committee Taps Saul, Ewing
---------------------------------------------------
By order entered January 12, 2000, the Official Committee of
Equity Security Holders was granted authority to employ and
retain the law firm of Saul, Ewing, Remick & Saul LLP nunc pro
tunc to June 7, 1999.


USCI INC: Significant Operating and Net Losses
----------------------------------------------
USCI Inc. has experienced and will continue to experience
significant operating and net losses and negative cash flow from
operations.  Total revenues for the nine months ended September
30, 1999, consisting primarily of subscriber sales, were
$12,627,075 compared to $32,517,023 for the nine months ended
September 30, 1998.  Total revenues for the three months ended
September 30, 1999, consisting primarily of subscriber sales,
were $2,703,650 as compared to $11,214,089 for the three months
ended September 30, 1998.  The decrease in revenues for the 1999
nine months and the 1999 quarter is said by the company to be
directly attributable to a substantial net decline in its
subscriber base.

The company incurred net losses of $7,279,193 and $30,298,997 for
the 1999 nine months and the 1998 nine months, respectively, and
$3,970,828 and $8,791,129 for the 1999 quarter and the 1998
quarter, respectively.

Historically, USCI's revenues have consisted of commissions
earned as an activation agent for cellular and paging carriers
and, since the last quarter of 1996, revenues from the resale of
cellular services.  Since completion of its transition in 1998 to
becoming a reseller, USCI does not receive material revenues from
agency commissions.

The company bills its customers for monthly access to the
underlying carrier's cellular network, cellular usage based on
the number, time and duration of calls, the geographic location
of both the originating and terminating phone numbers, extra
service features, the applicable rate plan in effect.  
Consequently USCI must pay the wholesale cost of these services
to the underlying carriers.

The company is seeking additional debtor-in-possession financing,
an expansion of the current cash collateral financing and
restructuring of certain debt.  There are no commitments with
regard to additional sources of financing and there is no
assurance that any such commitments will be obtained in the
foreseeable future.  According to the company, failure to
obtain such financing or restructure its debt may compel USCI and
all of its subsidiaries to seek protection under the federal
bankruptcy statutes or otherwise cease operating and wind up its
business affairs.


Meetings, Conferences and Seminars
----------------------------------

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

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

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

March 8-10, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Healthcare Restructurings: Successful Strategies
      for Managing Distressed Finances
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
March 10 & 11, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Spring Seminar
         Hotel Monteleone, New Orleans, Louisiana
            Contact: 1-803-252-5646 or info@nabt.com

March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

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

April 3-4, 2000
   PRACTISING LAW INSTITUTE
      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
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         The Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or info@turnaround.org
         
April 6-7, 2000
   ALI-ABA
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

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

May 4-5, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loewes Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

September 21-22, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   


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

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com 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
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

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


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