TCR_Public/000201.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, February 1, 2000, Vol. 4, No. 22
  
                            Headlines

1ST MECHANICAL: Case Summary and 20 Largest Unsecured Creditors
1ST MECHANICAL, ARIZONA: Case Summary and 20 Largest Unsecured Creditors
AEROLINAS ARGENTINAS: Spain Tries to Save Aerolinas Argentinas
DECISIONONE: Begins Final Phase of Restructuring Plan
FAVORITE BRAND: Hearing to Approve Disclosure Statement

FRUIT OF THE LOOM: Receives Final Approval For $625 Mil DIP Financing
HAGERSTOWN FIBER: Possible Payment of Dividends and Bar Date
HOGIL PHARMACEUTICAL: Response In Opposition To Motion
ICO GLOBAL: Agrees To Extension of Completion of Due Diligence
LIVENT: Final Date to File Proofs of Claim

LOEWEN: Motion For Approval of Paul Houston Employment Agreement
LONDON FOG: Taps Executive Search Firm
LOUISE'S TRATTORIA: Approval of Disclosure Statement
LPM CORPORATION: Case Summary and 20 Largest Unsecured Creditors
MOBILE ENERGY SERVICES: Third Final Order For Cash Collateral

MOBILE ENERGY SERVICES: Order Approves Settlement with Kimberly-Clark
PARAGON TRADE: Exits Chapter 11
PURINA MILLS: Hearing To Consider Disclosure Statement
ROBERDS: Court Approves Agents To Dispose of $19M of Inventory
SITE TECHNOLOGIES: Completes Sale of StarBase Corp. Stock

SOUTHERN MINERAL: Seeks Authority to Assume Farmout Agreements
SUNNY'S GREAT OUTDOORS: Files Chapter 11
SYSTEMSOFT CORP: Order Approves Second Amended Disclosure Statement
T&W FINANCIAL: Expects to File Chapter 11
TERRY PRODUCTS: Notice of Bar Date

VENCOR: Extension of Exclusivity
WORLDWIDE DIRECT: Seeks Substantive Consolidation

* Meetings, Conferences and Seminars

                            *********

1ST MECHANICAL: Case Summary and 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 1st Mechanical, Inc.
         5607 Palmer Way
         Carlsbad, CA 92008

Petition Date: January 26, 2000            Chapter: 11

Court: Southern District of California     Judge: Peter W. Bowie

Debtor's Counsel: Michael D. Breslauer
                   Solomon Ward Seidenwurm & Smith, LLP
                   401 "B" Street, Suite 1200
                   San Diego, CA 92101
                   (619) 231-0303

20 Largest Unsecured Creditors

Eco Products, Inc.                     Trade           $ 122,070
Omni Duct Systems                      Trade           $ 120,769
Chapin Fleming McNitt                  Legal Fees      $ 115,059
DMG Corporation                        Trade           $ 103,074
Nederman, Inc.                         Trade            $ 70,057
Paymentech - Visa                      Credit Card      $ 58,212
Liberty Equipment & Supply             Trade            $ 57,577
American Warning & Ventilating         Trade            $ 55,294
CKS Business Services, Inc.            Accounting fees  $ 47,057
T&M Mechanical                         Trade            $ 40,250
Flanders CSC                           Trade            $ 38,167
Mason West, Inc.                       Trade            $ 37,315
George Yardley Co., Inc                Trade           $ 518,445
Oreco Duet Systems                     Trade           $ 334,318
Southern California A/C Dist.          Trade           $ 243,904
Internal Revenue Serv.                 Taxes           $ 154,000
Tri-Country Insulation                 Trade           $ 130,758
Shilling & Kenyon                      Accounting fee   $ 35,739
Electronic Control Sys                 Trade            $ 26,843
AAPCO                                  Trade            $ 26,728




1ST MECHANICAL, ARIZONA: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------------------
Debtor: 1st Mechanical of Arizona, Inc.
         (an Arizona Corp.)
         5607 Palmer Way
         Carlsbad, CA 92008

Petition Date: January 26, 2000               Chapter 11

Court: Southern District of California        Judge: Peter W. Bowie
Debtor's Counsel: Michael D. Breslauer
                   Solomon Ward Seidenwurm & Smith, LLP
                   401 "B" Street, Suite 1200
                   San Diego, CA 92101 (619) 231-0303 20

Largest Unsecured Creditors
Arizona Dept. of Rev                          $ 8,500
Blade Runners                                $ 11,950
CRB Contracting, Inc.                       $ 113,082
Climatec                                     $ 28,857
Crown Technical Services                    $ 122,336
DMX Group, Inc.                              $ 10,715
EcoProducts                                  $ 21,998
HUMANA                                        $ 8,008
IRS                                          $ 76,000
Industrial Personnel, Inc.                   $ 37,656
Integrated Control Systems                  $ 147,736
Omni Duct Systems                            $ 62,367
Paymentech - Visa                            $ 12,120
PennAir Control, Inc.                        $ 12,187
Sigler & Reeves                             $ 215,000
Southwestern Insulation Co.                  $ 20,690
THORson Supply Co.                           $ 96,345
The Harlan Company                           $ 25,627
United Rentals                               $ 83,695
York International Corp.                    $ 292,189



AEROLINAS ARGENTINAS: Spain Tries to Save Aerolinas Argentinas
--------------------------------------------------------------
Spanish state holding company SEPI plans to save Aerolinas Argentinas from
bankruptcy, it said on Friday. SEPI and AMR Corp.'s American Airlines are
among the Argentine airline's largest shareholders. American has an 8.5
percent state, and according to SEPI, has been running Aerolinas since 1998.
SEPI said it had until the end of last year to produce an investment plan for
the airline. SEPI, which with Merrill Lynch and Bankers Trust owns the
holding company that controls Aerolinas, rejected American's proposal.
Aerolinas is expected to lose $170 million this year, up from $68 million in
1998. (ABI 31-Jan-00)



DECISIONONE: Begins Final Phase of Restructuring Plan
-----------------------------------------------------
DecisionOne Holdings Corp. (OTC Bulletin Board: DOCI) announced that it has
begun the final phase of its restructuring plan by commencing a solicitation
of votes to approve a prepackaged plan of reorganization through which it
will restructure its financial obligations. The terms of the prepackaged plan
of reorganization reflect an agreement in principle among the company's bank
lending group, the holders of its 14% Senior Notes due 2006, and an ad hoc
committee of holders of its 9-3/4% Senior Subordinated Notes due 2007 and
11-1/2% Senior Discount Debentures due 2008.

"We are very pleased to have reached this agreement," stated Karl Wyss,
chairman and chief executive officer. "We remain on track and look forward to
DecisionOne's reemergence from this process as a healthier and more vibrant
company."

DecisionOne said that ballots were being sent to its bank lenders as well as
to the holders of the Company's 14% Senior Notes. It added that eligible
voters will have 10 days to return their ballots on the proposed plan of
reorganization. Upon receiving sufficient consents from these creditors,
DecisionOne will submit the prepackaged plan for Bankruptcy Court
confirmation, a process that DecisionOne will seek to complete in the next few
months.

The company said that during the court proceeding it expects business to
operate unimpeded, with employees, customers and vendors not affected.
Expected Benefits Upon confirmation of the restructuring plan, the company's
total debt would be reduced to $250 million from $792 million, with a
corresponding decrease in annualized interest expense.

"The magnitude of these changes clearly indicate the beneficial -- and
immediate -- impact of the restructuring on our balance sheet and income
statement," Mr. Wyss said. "These positive effects, combined with our focused
strategy, improvement in expense management, and healthy cash balance,
position DecisionOne very well to move forward and capitalize on major market
opportunities."

Employing more than 5,000 people, DecisionOne is the largest independent
provider of multivendor computer maintenance and technology support services
in North America.  Headquartered near Philadelphia, PA, the Company provides
services for a broad range of computing environments, from the data center to
the desktop, through one of the industry's largest service infrastructures.
DecisionOne has an impressive roster of customers, representing more than 50
percent of Fortune 1000 companies. For more information regarding DecisionOne,
refer to the DecisionOne web site at http://www.decisionone.com.



FAVORITE BRAND: Hearing to Approve Disclosure Statement
------------------------------------------------------
A hearing on the motion of the debtors for an order approving the form and
manner of notice of the Disclosure Statement Hearing and the Disclosure
statement will be held at 4:00 PM on February 17,2000 before Judge Peter J.
Walsh, US Bankruptcy Court, Marine Midland Plaza, 824 Market Street, Sixth
Floor, Wilmington, Delaware.

Objections, if any, to the disclosure Statement must be filed with the court
so that they are received no later than 4:00 PM prevailing Eastern Time on
February 14, 2000.



FRUIT OF THE LOOM: Receives Final Approval For $625 Mil DIP Financing
---------------------------------------------------------------------
On January 28, 2000, Fruit of the Loom, Ltd. (NYSE: FTL) announced that the
U.S. Bankruptcy Court for the District of Delaware had granted final approval
of its $625 million debtor-in-possession ("DIP") credit facility. An interim
order in effect since the December 29, 1999 commencement of its Chapter 11
bankruptcy case had limited use of the DIP credit facility at $275 million
pending today's final order.



HAGERSTOWN FIBER: Possible Payment of Dividends and Bar Date
------------------------------------------------------------
In the case of the debtor, Hagerstown Fiber Limited Partnership, the
creditors are notified that a dividend to creditors now appears possible and
that a creditor must file a proof of claim by April 24, 2000 in order to
share in any distribution.



HOGIL PHARMACEUTICAL: Response In Opposition To Motion
------------------------------------------------------
The debtor, Hogil Pharmaceutical Corp., in response and in opposition to the
motion of the committee for the appointment of a "responsible officer" or in
the alternative a Chapter 11 operating trustee, states that there is no basis
for such relief. The debtor argues that there is no basis for appointment of
a responsible officer, such as in the Livent case, and the debtor states that
the Committee has failed to establish "cause" for the appointment of a
Trustee. The debtor states that it has a day-to-day manager, a President,
and that the Chairman of the debtor continues to actively supervise the
operations of the debtor. The debtor states that the Committee's disfavor of
the current management does not constitute cause.

Further, the debtor states that there have been no "transfers" to Innomed,
and that the Chairman's equity interest in Innomed does doesn't create any
irreconcilable conflict of interest that warrants the appointment of a
trustee.



ICO GLOBAL: Agrees To Extension of Completion of Due Diligence
--------------------------------------------------------------
ICO Global Communications, the global mobile communications company, today
announced that ICO and Eagle River Investments LLC, Craig McCaw's private
investment company, have agreed to extend the time period for completion of
Eagle River's due diligence in connection with the McCaw-led investment in
ICO from January 25 to February 4. On December 3, the U.S. Bankruptcy Court
in Wilmington, Delaware, granted final approval to ICO's DIP financing in the
amount of $500 million. The first tranche of $225 million is being funded by
a group of investors led by Craig McCaw and Eagle River. The $275 million
second tranche commitment from McCaw and his affiliates Eagle River and
Teledesic LLC is subject to the satisfaction of, among other things, the
completion of due diligence. Certain of the matters discussed in this news
release are forward-looking statements that involve risks and uncertainties,
including, without limitation, financial, technical, regulatory, operating,
competitive and market risks, risks relating to ICO being a development-stage
company, and other risks and uncertainties. These are detailed in ICO's
documents filed with the U.S. Securities and Exchange Commission. Editors'
Note ICO Global Communications (Nasdaq: ICOFQ) was established in January
1995 as a private company to provide global mobile personal communications
services by satellite, including digital voice, data, facsimile,
high-penetration notification, and messaging services. ICO Global
Communications was listed on Nasdaq in July 1998. The stock was suspended
from trading when the company filed for Chapter 11 protection on August 27,
1999. Craig McCaw is chairman of Teledesic LLC, which is building a global
broadband Internet-in-the-Sky satellite communications network. Mr. McCaw and
Microsoft founder Bill Gates are the company's two primary founding
investors. Strategic investors also include Motorola, Saudi Prince Alwaleed
Bin Talal and The Boeing Company. Teledesic (pronounced "tel-eh-DEH-sic") is
a private company based in Bellevue, Washington, a suburb of Seattle.



LIVENT: Final Date to File Proofs of Claim
------------------------------------------
Pursuant to the sale order, the debtors must provide notice of a final date
to file proofs of claim to all parties to executory contracts and unexpired
leases rejected pursuant to the sale order. The Rejected Contract Bar Date
Notice, which is consistent with the bar date notice approved by the Bar Date
Order, will notify parties in interest who receive such notice that the
debtors have rejected the applicable Rejected Contracts and that the court
has established a final date by which such parties must file a proof of claim
with respect to any claims arising from or under Rejected Contracts.
Establishing April 1, 2000 as the final date by which such parties must file
a proof of claim is appropriate to the debtor.



LOEWEN: Motion For Approval of Paul Houston Employment Agreement
----------------------------------------------------------------
Paul Houston agreed to be CEO of The Loewen Group Inc. in December 1999 after
Robert Lundgren resigned. TLGI has offered Mr. Houston the same employment
contract that Mr. Lundgren had under the Court-approved Key Employee
Retention Program. This includes a $450,000 base salary plus numerous
incentives. The Debtors ask Judge Walsh to approve this employment contract
in all respects. (Loewen Bankruptcy News Issue 18; Bankruptcy Creditors'
Services Inc.)



LONDON FOG: Taps Executive Search Firm
--------------------------------------
The debtors, London Fog Industries, Inc. et al. seek authority to enter into
an agreement with Korn/Ferry International for executive search services.
The debtors intend to use Korn/Ferry's services under the agreement to
identify candidates for the position of Director of Marketing and
Merchandising; however they contemplate a relationship whereby the debtor
may, at their sole discretion, utilized Korn/Ferry's services for future
executive searches under the same terms and conditions.

For each search the debtors will pay an amount of 30% of the total first
year's cash compensation, inclusive of annual base salary and sign-up and
incentive bonuses, for the position to be filled. The search fee will never
be less than $50,000.



LOUISE'S TRATTORIA: Approval of Disclosure Statement
----------------------------------------------------
At a hearing held on December 14, 1999, at 2:00 PM, the Bankruptcy Court
approved the Disclosure Statement filed by Louise's Trattoria, Inc.,
describing the debtor's fifth amended plan.

A hearing will be held on February 29, 2000 at 2:00 PM in Courtroom "1575",
Edward R. Roybal Federal Building and Courthouse, located at 255 East Temple
Street, Los Angeles, Calif. Any objection to confirmation of the plan must
be filed not later than February 15, 2000 with the clerk fo the bankrutpcy
court and be served upon Ron Bender of Levene, Neale, Bender & Rankin LLP.
Under the terms of the plan general unsecured claimants not included in any
other class are expected to receive a recovery of approximately 42.59% of the
amount of their allowed claim. Total amount of claims is estimated at
$2,907.776.

LPM CORPORATION: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: LPM Corporation
         1225 Park Center, Unit D
         Vista, CA 92083

Type of Business: Retail furniture

Petition Date: January 26, 2000          Chapter: 11

Court: Southern District of California   Judge: Chief Judge Adler

Debtor's Counsel: L. Scott Keehn
                   Robbins & Keehn, APC
                   530 B. Street, Suite 2400
                   San Diego, CA 92101
                   (619) 232-1700
                   Email: jwakajw@san.rr.com

Total Assets: $ 3,746,000        Total Debts: $ 14,417,880

20 Largest Unsecured Creditors

KIR Temecula LP                          $ 67,197
Masterpiece Sleep                        $ 72,652
American Pacific                         $ 73,735
Harte-Hanks Shoppers                     $ 74,821
United Sign Company                      $ 81,331
Jefferson Pilot                          $ 81,651
Homecrest                               $ 113,187
Union Tribune                           $ 124,521
The Pennington Group                    $ 136,177
KFI                                     $ 142,645
Jacor Communications                    $ 153,000
Lloyd Flanders                          $ 156,379
North County Timers                     $ 172,987
KGTV-10                                 $ 201,147
CableRep Advertising                    $ 212,503
Los Angeles Times                       $ 302,795
Shellman Enterprises                    $ 304,000
CBS Business                            $ 480,000
Serta                                   $ 504,007
Simmons Company                       $ 3,004,724



MOBILE ENERGY SERVICES: Third Final Order For Cash Collateral
-------------------------------------------------------------
The debtors, Mobile Energy Services Company, LLC and Mobile Energy Services
Holdings, Inc. are authorized to use cash collateral from the accounts
(identified in an Exhibit) during the period of January 1, 2000 through and
including April 30, 2000. The holders of the Indenture Securities and/or the
Indenture Securities Trustee hold valid senior claims which as of the
Petition Date amounted to approximately $230 million o of unpaid principal
plus interest, fees, expenses and other sums.



MOBILE ENERGY SERVICES: Order Approves Settlement with Kimberly-Clark
---------------------------------------------------------------------
On January 24, 2000, Judge William S. Shulman entered an order approving the
settlement between Mobile Energy Services Company, LLC (MESC) and its debtor
affiliate and Kimberly-Clark. The settlement provides the debtors with
property that will enable MESC to consummate a key element to its operational
restructuring - the Cogen Project - on the most economically and
operationally efficient land. The settlement also provides MESC with a right
tot he New Pulp Mill Assets that will allow it the possibility to complete
the New Pulp Mill transaction. This feature provides important benefits
immediately. It also provides Kimberly Clark and the debtors with contract
for the provision of steam and power to the Tissue Mill that is more
reflective of market conditions, while giving the debtors the ability to
finalize negotiations with the New Pulp Mill investor.

Pursuant to the terms of the agreement, Kimberly Clark will pay to the debtor
$53 million plus those amounts that Kimberly Clark would have paid to the
debtor under the New Tissue Mill Energy Services Agreement as if the new
agreement had become effective on September 1, 1999.



PARAGON TRADE: Exits Chapter 11
-------------------------------
Paragon Trade Brands, Inc. (OTC Bulletin Board: PGNFQ) announced on January
28, 2000 that it has exited Chapter 11 and that investors led by Wellspring
Capital Management LLC ("Wellspring") have purchased the Company (the
"Wellspring Transaction") in accordance with Paragon's Modified Second
Amended Plan of Reorganization (the "Plan"). The Plan was previously
confirmed by the United States Bankruptcy Court for the Northern District of
Georgia. The Plan provides for the surrender of the outstanding equity shares
of Paragon, the settlement of all outstanding claims against the Company and
a recapitalization of the Company. Under the Plan, Wellspring purchased
approximately 97% of the new common stock of the Company for approximately
$115 million cash with the balance of the new common stock going to former
shareholders, along with warrants to purchase up to 5% of the new common
stock. In addition, the Company issued $146 million in 11.25% Senior
Subordinated Notes due 2005 and established a $95 million three-year, secured
credit facility with Citicorp USA, Inc., as Administrative Agent. Creditors
of the Company will receive, pursuant to the Plan, a pro rata share of the
purchase price invested by Wellspring and a pro rata share of the $ 146
million Senior Subordinated Notes. The Plan also provides that the creditors
and former shareholders will share in the proceeds, if any, of certain
litigation claims that will remain with the estate and be prosecuted by a
Litigation Claims Representative appointed under the Plan and supported by
separate funding provided for under the Plan. Commenting on the closing of
the Wellspring Transaction and Paragon's exit from Chapter 11, Bobby Abraham,
Chief Executive Officer of Paragon, stated, "The closing of the Wellspring
Transaction and our emergence from Chapter 11 marks the beginning of a
positive new chapter for Paragon. Without the distractions of Chapter 11,
Paragon can better focus on serving the needs of its customers with new and
improved products and marketing initiatives. The solid capital structure
provided by the Wellspring Transaction will allow us to achieve our goals for
sales growth and product innovations on an accelerated basis." Wellspring
Capital Management Partner, David Mariano, further noted, "Our investment in
Paragon is consistent with our strategy of investing in companies where there
is the opportunity for substantial value creation. In line with that
strategy, we have worked closely with Paragon's financial and legal team to
create a financial structure that will allow the Company to fund all of its
product development and marketing programs while at the same time maximizing
operating efficiencies. Given the combined strengths of the recapitalized
company and the continuity of experience provided by Paragon's management we
are confident that Paragon is on the path to successful growth and
profitability." Paragon Trade Brands is the leading manufacturer of store
brand infant disposable diapers in the United States and, through its wholly
owned subsidiary, Paragon Trade Brands (Canada) Inc., is the leading marketer
of store brand infant disposable diapers in Canada.

Paragon manufactures a line of premium and economy diapers, training pants,
feminine care and adult incontinence products, which are distributed
throughout the United States and Canada, primarily through grocery and food
stores, mass merchandisers, warehouse clubs, toy stores and drug stores that
market the products under their own store brand names. Paragon has also
established international joint ventures in Mexico, Argentina, Brazil and
China for the sale of infant disposable diapers and other absorbent personal
care products.

PURINA MILLS: Hearing To Consider Disclosure Statement
------------------------------------------------------
A hearing to consider the adequacy of the Disclosure Statement of the debtor,
Purina Mills, Inc. will be held before the Honorable Sue L. Robinson, US
District Judge, Wilmington, Delaware at 4:00 PM on February 16, 2000.

ROBERDS: Court Approves Agents To Dispose of $19M of Inventory
--------------------------------------------------------------
Chicago, Illinois, January 28, 2000. . . A joint venture composed of
Hilco/Great American Group, Gene Rosenberg Associates, and Professional Sales
and Consulting Company Inc., was approved by the U. S. Bankruptcy Court in
Dayton, OH as the agent to dispose of approximately $19 million of inventory
in all of Roberds 8 locations in Florida and the Roberds Grand store in
Cincinnati, OH. A store closing sale will commence immediately in
Cincinnati, OH and within approximately 14 days in Florida.
"We are pleased to have been the successful bidder to conduct the store
closing sale on behalf of Roberds." stated Jeff Yellen, Vice President of
Hilco/Great American Group. "Our joint venture is comprised of the foremost
specialists in retail & furniture liquidation. We look forward to a
tremendous sale and to providing excellent value to consumers."
Hilco/Great American Group is a leading retail consulting, business
evaluation and asset disposition firm. Gene Rosenberg Associates and
Professional Sales and Consulting Company Inc., are leading liquidation firms
specializing in the furniture industry. These joint venture partners offer
quick, flexible and creative solutions to retailers of all sizes throughout
North America.

SITE TECHNOLOGIES: Completes Sale of StarBase Corp. Stock
---------------------------------------------------------
Site Technologies, Inc. (the "Company"), announced on January 28, 2000 that
it has completed the sale of 625,000 shares of StarBase Corp. (Nasdaq: SBAS)
common stock. On December 21, 1999 the Company received approval from the
U.S. Bankruptcy Court (the "Court") to sell the 625,000 shares of StarBase
xCorp. stock the company received in exchange for the intellectual property it
sold to StarBase Corp. in March 1999. Per the approval of the Court, the
Company engaged First Security Van Kasper as its brokerage firm and completed
the sale to the open market on January 18, 2000. Proceeds from the sale were
approximately $8,365,840. The Company will incur an estimated commission
expense of $0.02 per share or $12,500.00. In February 2000, the Company plans
to file with the Court its liquidating plan of reorganization providing for
the distribution of the proceeds to its creditors first and then, if any
assets remain in the Company, to the Company's shareholders.



SOUTHERN MINERAL: Seeks Authority to Assume Farmout Agreements
--------------------------------------------------------------
The debtors are seeking the authority to assume a farmout agreement with
Abraxas Petroleum Corporation. The farmout agreement concerns a test well,
located in Lavaca and DeWitt Counties, Teas. Pursuant to the Farmout
Agreement, Abraxas agreed to drill the Test Well. In exchange, provided that
Abraxas completes the Test Well and that said well was capable of production,
Southern Mineral agrees to assign to Abraxas 75% of Southern Mineral's right,
title and interest in and to the leases, and to deliver the net revenue
interest in the leases that exists as of March 25, 1999.

Abraxas has completed the Test Well, and it is capable of production. The
debtors have determined in an exercise of their business judgment that
assumption of the Farmout Agreement is in the bet interest of their estates
and creditors. The Farmout Agreement is beneficial to their estates because
it provides the debtors with a stream of revenue that the debtors would not
have otherwise.

The debtors also seek authority to assume two farmout agreements both of
which concern Lake Raccourci Field in Lafourche Parish, Louisisana. The two
farmout agreements are between the debtor and Dennis Corkran and the debtor
and Imperial Resources Inc. Souther Mineral granted to Corkran a farmout
covering a net 6.31327% working interest in and to the properties, and to
Imperial Resources, Inc., a farmout covering 5% working interest in and to
the properties. Both Corkran and Imperial have participated in the drilling
of an initial test well that was completed as a commercial producer.

Therefore, they have earned an assignment of the interests in the Properties.

The debtors have determined in an exercise of their business judgment that
assumption of the Farmout Agreement is in the best interest of their estates
and creditors. The Farmout Agreement is beneficial to their estates because
it provides the debtors with a stream of revenue that the debtors would not
have otherwise.



SUNNY'S GREAT OUTDOORS: Files Chapter 11
----------------------------------------
Maryland-based Sunny's Great Outdoors Inc., which for many of its 50 years
was known as Sunny's Surplus, filed chapter 11 earlier this month and
announced it would close eight of its 26 stores in the Washington area,
according to The Washington Post. Recently the company has expanded the
number of stores and beyond its core business of Army tents, Boy Scout
uniforms and snow boots to include hiking and camping gear. CEO Stephen A.
Blake said the failure is because the company lost its focus and because
winters in the area for several years have been mild. Sunny's will close
three stores in the Baltimore area and one each in Gaithersburg and
Fredricksburg, Md., and in Sterling, Fairfax and Woodbridge, Va.



SYSTEMSOFT CORP: Order Approves Second Amended Disclosure Statement
-------------------------------------------------------------------
The Second Amended Disclosure Statement relating to the second amended plan
of reorganization of SystemSoft Corporation was approved on January 21, 2000.
A hearing on confirmation of the plan is scheduled to take place on February
22, 2000 at 2:00 PM.



T&W FINANCIAL: Expects to File Chapter 11
-----------------------------------------
T&W Financial Corp., Tacoma, Wash., announced Friday that it expects to
extend forbearance agreements with secured lenders until Feb. 15 and that it
will file for bankruptcy protection after the expiration of those extensions,
according to a newswire report. (ABI 31-Jan-00)



TERRY PRODUCTS: Notice of Bar Date
----------------------------------
The US Bankruptcy Court for the Southern District of New York entered an
order fixing March 6, 2000 at 5:00 PM as the date and time by which proofs of
claim for claims arising prior to the Filing Date must be filed.



VENCOR: Extension of Exclusivity
--------------------------------
Vencor's exclusive period during which to file a plan of reorganization is
extended through March 13, 2000, and its exclusive period during which to
solicit acceptances of that plan is extended through May 12, 2000.



WORLDWIDE DIRECT: Seeks Substantive Consolidation
-------------------------------------------------
The debtors, Worldwide Direct, Inc., et al. seek court approval of a joint
motion of the debtors and the Committee for substantive consolidation of the
debtor's estates.

On March 18, 1999 the court approved the sale of virtually all of the
debtors' operating assets to AT&T Corp. As a result of the sale, these cases
are now liquidating Chapter 11 cases. The debtors and Committee have
analyzed whether to substantively consolidate the cases and liquidate under a
single plan or to wind down on an individual basis. They state that the
debtors generally operated and managed themselves as a single enterprise and
that, as a resut their assets and liabilities are substantially intertwined.
An attempt to separate the financial affairs of the debtors and to conduct a
liquidation under as many as 20 plans would be costly and would provide no
measurable benefit to any unsecured creditor group.



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

February 17, 2000
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Lending to Distressed Businesses
      In & Out of Bankruptcy Conference
         Charlotte Hilton & Towers, Charlotte, North Carolina
            Contact: 1-541-858-1665 or aira@ccountry.net

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 14-17, 2000
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      16th Annual Bankruptcy and Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or aira@ccountry.net

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.

                 * * * End of Transmission * * *