TCR_Public/000211.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R

       Friday, February 11, 2000, Vol. 4, No. 30
  
                            
                  Headlines

AAMES FINANCIAL: Annual Meeting Set For March 3, 2000
ALTIVA FINANCIAL: Merrill Lynch Reports Holdings
AMERICAN PAD: Receives Court OK for $65 M of DIP Financing
BREED TECHNOLOGIES: Board Delays Meeting to Consider Sale Offers
CAREMARK RX: Original Rights Amended and Restated

CAROL PUBLISHING: Seeks Authority to Sell Assets
CLARIDGE HOTEL: Applies To Extend Exclusivity
CPX CORP: Gabriel Capital and J. Ezra Merkin Reprot Holdings
DAYTON MINING: T. Rowe Price Divests of Stock
DOW CORNING: Announces 1999 Results

FACTORY CARD: Seeks Extension of Time to Assume/Reject Leases
FAMILY DOLLAR STORES: Bank of America Reports Holdings
FILENE'S BASEMENT: Emergency Hearing In Connection With Sale
FRUIT OF THE LOOM: Emergency Motion For Insurance Premiums
GENERAL RENTAL: Seeks Extension To File Financial Statements

GENEVA STEEL: Committee Taps E&Y Restructuring
GRADCO SYSTEMS: Reports Third Quarter Results
GRAND UNION: Appaloosa and Tepper Hold 6.3% of Stock
HARNISCHFEGER: Announces Results of Sale Hearing
HIGHWAYMASTER COMMUNICATIONS: Fourth Quarter Financial Results

IMPERIAL HOME: Final Order Authorizing Post-Petition Financing
IRIDIUM: Investors Led By McCaw To Provide $74.6 Million
IRIDIUM: Motorola Comments on Financing
JUST FOR FEET: Auction Procedures
KMART: Vanguard Windsor Funds - Windsor II Fund Reports Holdings

LAMAUR:  Elects Pesin New CEO and Chairman
LONDON FOG: Seeks to Set April 5, 2000 as Bar Date
MEDPARTNERS PROVIDER: Seeks Approval of Disclosure Statement
MERRY-GO-ROUND: Snyder Weiner Awarded $77 Million; Fidelity Appeals
PENNCORP FINANCIAL: Case Summary & 20 Largest Unsecured Creditors

PRIMARY HEALTH: Selling Part of Surgery Center To Doctors
SINGER USA: Case Summary
T&W FINANCIAL: Announces Loss of Servicing
TALON INC.: Moody's Lowers Ratings (Senior Subordinated To Caa2)

TULTEX: To Liquidate Assets and Go Out of Business

BOND PRICING FOR WEEK OF February 7

                  *********

AAMES FINANCIAL: Annual Meeting Set For March 3, 2000
-----------------------------------------------------
Stockholders are being invited to attend the annual meeting of
Aames Financial Corporation, which will be held at The Hotel
Inter-Continental, 251 S. Olive Street, Los Angeles, California
90012, on Friday, March 3, 2000. The meeting will begin promptly
at 10:00 a.m. in order that stockholders may consider:

1. Approval of an amendment to the company's Certificate of
Incorporation as amended, to effect a one-for-five reverse stock
split of the shares of the company's common stock;

2. Approval of an amendment to the Certificate of Incorporation
to effect a one-for-five reverse stock split of the shares of the
company's Series C Convertible Preferred stock;

3. Approval of an amendment to the Certificate of Incorporation
to enable stockholders to act by written consent as permitted by
Delaware law;

4. Election of four Series B Directors to hold office until the
2000 annual meeting of stockholders and thereafter until such
directors' successors are duly elected and qualified;

5. Election of two Class II Common Stock Directors to hold office
for three years and until such directors' successors are duly
elected and qualified;

6. Ratification of the appointment of Ernst & Young LLP as the
company's independent accountants for the fiscal year ending June
30, 2000.

Only stockholders of record of the company at the close of
business on January 21, 2000 are entitled to notice of and to
vote at the meeting and adjournment(s) thereof.


ALTIVA FINANCIAL: Merrill Lynch Reports Holdings
------------------------------------------------
Merrill Lynch & Company, Inc., on behalf of Merrill Lynch Asset
Management Group and Merrill Lynch Phoenix Fund, Inc. hold
300,000 shares of common stock of Altiva Financial Corporation,
representing 9.81% of the outstanding common stock of the
company.  The group has shared powers of voting, directing the
vote, disposition, or disposing of the 300,000 shares.

Merrill Lynch & Co., Inc. is a parent holding company.  The
Merrill Lynch Asset Management Group is an operating division of
Merrill Lynch & Co. consisting of Merrill Lynch & Co.'s
indirectly owned asset management subsidiaries.

Certain of these subsidiaries hold certain shares of the security
which is the subject of this report.


AMERICAN PAD: Receives Court OK for $65 M of DIP Financing
----------------------------------------------------------
American Pad & Paper Company (OTC BB:AMPP) (AP&P) announced that
it has received final approval from the Bankruptcy Court for $65
million of debtor-in-possession (DIP) financing. The Company
further announced that the Williamhouse division sale process is
progressing as expected, and that it plans to explore other
possible business unit sales to reduce debt.

As previously announced, the Company has engaged Lazard Freres to
analyze strategic and financial alternatives, including the sale
of the Williamhouse division, possible sale of other assets and
restructuring of the Company's debt. The Williamhouse sale
process is moving forward as planned with the sale of this
division anticipated to be completed around mid-year 2000. In
addition, AP&P plans to proceed with marketing its other major
business units including AMPAD, Creative Card and Forms. Lazard
will also continue to evaluate other actions that would address
the Company's debt structure.

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 http://www.americanpad.com.


BREED TECHNOLOGIES: Board Delays Meeting to Consider Sale Offers
-----------------------------------------------------------------
Breed Technologies Inc. (BDTTE) on Tuesday postponed for seven to
10 days a board meeting to consider bids to purchase
substantially all of the Lakeland, Fla., automotive parts
suppliers' assets. Charles J. Speranzella, Jr., Breed's chief
operating officer, wouldn't give details on the nature or quality
of bids for the company. Speranzella told the Daily Bankruptcy
Review that Breed had a lot of analysis to do and it intends to
get a unified recommendation from its investment bankers,
accountants and restructuring consultants from Development
Specialists Inc. (The Daily Bankruptcy REview and ABI; February
10, 2000)


CAREMARK RX: Original Rights Amended and Restated
-------------------------------------------------
On March 1, 1995, the Board of Directors of the predecessor of
Caremark Rx, Inc. declared a dividend, which was subsequently
paid, of one preferred share purchase right for each outstanding
share of common stock, par value $.001 per share. The Original
Rights were subsequently amended and, on February 1, 2000, the
Original Rights were amended and restated in their entirety to
represent a right to purchase from the company one one-hundredth
of a share of Series C Junior Participating Preferred Stock
of the company, par value $.001 per share, at a price of $52.00
per one one-hundredth of a Preferred Share, subject to
adjustment.


CAROL PUBLISHING: Seeks Authority to Sell Assets
------------------------------------------------
On February 16, 2000, at 10:00 AM a hearing will be held before
the Honorable William F. Tuohey, US Bankruptcy Court, King
Federal Building, 50 Walnut Street, 3rd Floor, Newark, NJ, with
respect to the debtor's motion for an order authorizing the
debtor to sell assets by means of auction, scheduling the
auction, and approving the procedures of the auction.

The debtor wishes to conduct the auction during the last week of
March, 2000, thereby affording the debtor sufficient time to
assure that all of its assets are properly sold or otherwise
disposed of prior to May 15, 2000 when the debtor must vacate the
Secaucus property.


CLARIDGE HOTEL: Applies To Extend Exclusivity
---------------------------------------------
The debtors, The Claridge At Park Place, Inc. and The Claridge
Hotel and Casino Corporation apply for an extension of the
debtors' exclusive time to file a plan and to solicit ballots
accepting the plan.  The debtors filed their Disclosure Statement
and plan on January 27, 2000.  The hearing on the adequacy of the
Disclosure Statement is scheduled for March 21, 2000.  The
debtors request an extension of exclusivity for 90 days, through
May 14, 2000, which will allow sufficient opportunity to provide
notice of the plan to parties in interest and negotiate any
issues which may arise with respect to treatment of claims and
interest under the plan.  There are indications form certain
parties in interest that they may seek to require substantial
modification to the plan and Disclosure Statement.  The debtors
also seek an extension to solicit ballots through July 16, 2000.


CPX CORP: Gabriel Capital and J. Ezra Merkin Reprot Holdings
------------------------------------------------------------
Gabriel Capital Corporation holds 441,515 shares of common stock
of CPX Corporation representing 3.0% of the outstanding common
stock of the company and J. Ezra Merkin, in addition to sharing
voting and dispositive powers with Gabriel Capital over the
441,515 shares, holds sole powers over 299,282 additional shares.  
The total held by Mr. Merkin represents 5.1% of the outstanding
shares of common stock of CPX.

Gabriel Capital Corporation is a Delaware corporation and the
Investment Advisor of Ariel Fund Limited, a Cayman Islands
corporation, and J. Ezra Merkin is the General Partner of Gabriel
Capital L.P., a Delaware limited partnership. Merkin is also the
sole shareholder, sole director and president of Gabriel Capital.

As of February 1, 2000, Gabriel is the holder of 299,282 shares
of common stock, or 2.0% of the outstanding shares of common
stock. As of February 1, 2000, Ariel Fund is the holder of
441,515 shares of common stock, or 3.0% of the outstanding shares
of common stock. Gabriel and Ariel Fund are managed investment
vehicles and neither is the beneficial owner of said shares.
Gabriel, as Investment Advisor to Ariel Fund, has the power to
vote and to direct the voting of and the power to dispose and
direct the disposition of the 441,515 shares of common stock
owned by Ariel Fund. Mr. Merkin may be deemed to be the
beneficial owner of 740,797 shares of common stock, the 5.1% of
outstanding shares of common stock cited.


DAYTON MINING: T. Rowe Price Divests of Stock
---------------------------------------------
T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value
Fund, Inc. no longer hold common stock in Dayton Mining
Corporation having divested themselves of all formerly held stock
in the company.


DOW CORNING: Announces 1999 Results
-----------------------------------
Dow Corning Corp. reported 1999 global net income of $109.7
million. In 1998, the company had a loss of $595 million, which
included an after tax charge of $801.7 million to reflect
developments in the company's Chapter 11 bankruptcy proceeding.  
Sales for 1999 were $2.6 billion, up 1.4 percent compared with
1998.

"We finished the year with strong positive momentum," Dow
Corning's vice president for planning and finance and chief
financial officer Gifford Brown said.  "Our fourth-quarter sales
grew 5 percent compared with the fourth quarter of 1998,
reflecting a strengthening in many of our markets.  We are
beginning to realize productivity benefits from our investments
in restructuring and business process re-engineering.  In
addition, our major capacity expansion in Barry, Wales, is now
coming on-line and producing high quality silicon-based materials
for sale to domestic and export markets."

Dow Corning, a global leader in silicon-based materials, is a
Michigan corporation with shares equally owned by The Dow
Chemical Company (NYSE: DOW) and Corning Incorporated (NYSE:
GLW).  More than half of Dow Corning's sales are outside the
United States.


FACTORY CARD: Seeks Extension of Time to Assume/Reject Leases
-------------------------------------------------------------
The debtors, Factory Card Outlet Corp. and Factory Card Outlet of
America Ltd., seek an extension of time within which they may
assume or reject unexpired leases of nonresidential real
property.  A hearing on the motion will take place at the US
Bankruptcy Court, District of Delaware, on February 29, 2000.

During the first seven months of these cases the debtors have
assumed and assigned one lease and rejected 39 leases, and the
debtors have exited the Texas and Kansas markets entirely.  The
debtors have a balance of 183 leases. The annualized rental
obligations under the leases totals approximately $2.8 million.  
The results of the fiscal year 1999 will not be available for
review until approximately April, 2000.  Once available, the
debtors require time to review such results with the statutory
committee of unsecured creditors, and to take them into account
in determining whether to assume or reject leases.  The debtors
are also engaged in discussions with various third parties
regarding possible alternative plans of reorganization.  To the
extent that such plan may involve third parties, the debtors need
to take into account the requirements of such third parties with
respect tot he leases.

The debtors claims that the requested extension to and including
August 24, 2000 is in the best interests of the debtors, their
creditors and all parties in interest.


FAMILY DOLLAR STORES:  Bank of America Reports Holdings
-------------------------------------------------------
Bank of America Corporation and NB Holdings Corporation
beneficially own 16,668,826 shares of the common stock of Family
Dollar Stores Inc. with shared voting and dispositive powers.  
9.64% of the common stock of Family Dollar is represented in the
16,668,826 shares held.

Bank of America, N.A holds 16,199,606 shares of the common stock
with sole powers, and 386,050 shares exercising shared powers
over that number.  The total number of shares held represents
9.60% of the outstanding common stock of the company.

NationsBanc Montgomery Holdings Corporation and Banc of America
Securities LLC each hold  83,170 shares of the company's common
stock, however, NationsBanc exercises shared voting and
dispositive powers while Banc of America Securities may exercise
sole powers.  83,170 shares is .04% of the outstanding common
stock of Family Dollar Stores Inc.


FILENE'S BASEMENT: Emergency Hearing In Connection With Sale
------------------------------------------------------------
Filene's Basement Inc. and Filene's Basement Corp. seek an
emergency hearing in connection with their motion for an order
approving bidding procedures by which the debtors may sell
substantially all of their assets and assume and assign certain
executory contracts and unexpired leases, and to conduct store
closings of Aisle 3 stores.

The debtors are selling substantially all of their assets, with
the exception of their Aisle 3 stores to Base Acquisition Corp.  

At the present time, the debtors are suffering substantial losses
and net negative cash flow.  It is not anticipated that the
debtors will be able to generate net positive cash flow until at
least the summer months.  The debtors do not have sufficient cash
on hand to fund their operating losses from now until the summer.  
The debtors currently have insufficient loan availability with
which to prudently and properly conduct their business, and, in
particular, have no current ability to purchase any inventory
whatsoever.  The debtors' lenders have declined to provide
additional credit.  The debtors conclude that their only
alternative is to sell all of their assets to the Buyer.


FRUIT OF THE LOOM: Emergency Motion For Insurance Premium
---------------------------------------------------------
The debtors, Fruit of the Loom, Inc., et al. seek entry of an
order authorizing the debtor to enter into a stipulation for
adequate protection of AFCO Credit Corporation's security
interest in unearned insurance premiums and authorizing the
debtors to enter into an insurance premium financing agreement
with AFCO on an interim basis, pending a final hearing.

The terms of the stipulation provide that Fruit Delaware shall
pay as adequate protection under the Existing Premium Finance
agreements to AFCO the total sum of $1,091,320.54.  

In addition to the Existing Premium Finance agreements, the
debtors wish to enter into a premium finance agreement with AFCO
to finance three umbrella policies for coverage.  Each policy
provides umbrella coverage for a 8 month period at a cost of
$313,000.  Fruit Delaware has agreed to make eight monthly
installments of $30,105.

Objections, if any, to the motion, must be made in writing, filed
with the US Bankruptcy Court for the District of Delaware and
received no later than February 7, 2000.  A hearing will be held
on February 8, 2000 at 1:30 PM before the Honorable Peter J.
Walsh.


GENERAL RENTAL: Seeks Extension To File Financial Statements
------------------------------------------------------------
The debtor, General Rental, Inc. seeks an extension of time to
file schedules, lists and statements of financial affairs.  The
debtor states that during the course of the past few weeks, the
debtor's employees have focused their attention upon the
administration of the estate, including the obtaining
postpetition financing and the disposing of certain lease
obligations.  As a result, the debtor reuqires additional time in
which to file its schedules.

The debtors are requesting an extension through and including
February 15, 2000.


GENEVA STEEL: Committee Taps E&Y Restructuring
----------------------------------------------
The Official Committee of Unsecured Creditors of Geneva Steel
Company, seeks entry of an order granting the Committee's
application for authorization to employ E&Y Restructuring LLC as
financial advisors to the Committee.

The firm has agreed to cap its fees at a maximum of $75,000 per
month for the first four months of its retention, subsequently
reduced to $62,500 per month.  A hearing on the motion will be
held on March 7, 2000.


GRADCO SYSTEMS: Reports Third Quarter Results
---------------------------------------------
Gradco Systems Inc. (the "Company") (Nasdaq:GRCO) Wednesday
announced the results of operations for the three and nine months
ended Dec. 31, 1999.

The Company reported net earnings of $600,000, or $.08 per share,
in the current quarter compared with a loss of $2,953,000, or
$.37 per share, for the three months ended Dec. 31, 1998. Net
earnings were$1,137,000, or $.15 per share, for the nine months
ended Dec. 31, 1999 as compared with a loss of $ 2,947,000, or
$.37 per share, in the nine-month period of the prior year.

Revenues for the three and nine months ended Dec. 31, 1999
decreased $ 6,513,000 and $25,747,000, respectively, from the
comparable prior year periods principally as a result of
decreases in net sales. Unit sales in the office automation
market decreased 45% in the quarter from the comparable quarter
in the prior year and sales of the Company's contract engineering
and manufacturing services subsidiary, Venture Engineering Inc.
("Venture"), decreased 30%.

When compared with the preceding quarter, unit sales were up 9%.
A stronger yen, which increased by 13% against the dollar when
compared with the same period in the previous year, caused an
increase of $0.9 million in revenue when yen denominated sales
were translated into dollars. In the nine-month period, unit
sales in the office automation market decreased 52% and Venture's
sales decreased 25%. Yen denominated sales translated into $2.8
million more in revenue due to the stronger yen which gained 14%
against the dollar during this period.

The results of the quarter were affected by two non-recurring
events. Mita Industrial Co. Ltd. ("Mita"), one of Gradco (Japan)
Ltd.'s ("GJ") largest customers, emerged from bankruptcy. The
court approved Mita's reorganization plan, making Mita a wholly-
owned subsidiary of Kyocera Corporation, and directed
Mita to repay 18% of the unsecured creditors' debt over a period
of 10 years. GJ, which had reserved for Mita's indebtedness in
full, will recover a total of $ 1,357,000 based on the value of
the yen at Dec. 31, 1999. The Company has recorded a non-current
receivable and a pre-tax credit to income in the amount of
$935,000, representing the present value of the non-interest
bearing payments to be received using an 8% discount rate. In an
effort to reduce operating expenses in future years, GJ
management has agreed to terminate its retirement plan at the end
of the current fiscal year. The Company has elected to expense
the unamortized prior service cost of $693,000 in the current
quarter, which results in the full value of the vested benefits
being reflected in non-current liabilities at Dec. 31, 1999. The
$693,000 is included in selling, general and administrative
expenses.

A lawsuit remains pending by a former employee. Motions for
summary judgment filed in the case were denied on Oct. 28, 1999.
The Court entered a scheduling order calling for an early year
2000 trial. The case will be tried before a jury so that there
are substantial elements of uncertainty. Nevertheless, the
Company believes that this case will not have a material adverse
effect on its consolidated financial position or liquidity.

Working capital increased to $18,426,000 at Dec. 31, 1999
from$15,388,000 at March 31, 1999. At Dec. 31, 1999, the Company
had$15,788,000 in cash, an increase of $3,365,000 from March 31,
1999, and no long-term debt. The Company has acquired
approximately 572,000 of its shares to date and is continuing to
purchase its stock pursuant to a board authorization to acquire
up to 2 million shares.


GRAND UNION: Appaloosa and Tepper Hold 6.3% of Stock
----------------------------------------------------
Appaloosa Management L.P. and David A. Tepper hold 1,889,400
shares of common stock of Grand Union Company, with sole voting
and dispositive powers.  The amount held represents 6.3% of the
outstanding common stock of the company.

Appaloosa Management L.P. is the general partner of Appaloosa
Investment Limited Partnership I, the investment advisor to
Palomino Fund Ltd., and the managing member of Tersk LLC, which
are the holders of record of the reported securities (828,501,
924,862 and 136,037 shares, respectively). David A. Tepper is the
sole stockholder and president of Appaloosa Partners Inc. which
in turn is the general partner of Appaloosa Management L.P. and
David A. Tepper owns a majority of the limited partnership
interests of Appaloosa Management L.P.

Persons other than David A. Tepper and Appaloosa Management L.P.
have the right to receive dividends from, or the proceeds from
the sale of, the reported securities, however, none of these
persons has the right to direct such dividends or proceeds.


HARNISCHFEGER: Announces Results of Sale Hearing
------------------------------------------------
Harnischfeger Industries, Inc. (OTC Bulletin Board: HRZI)
announced results of a sale hearing held before the Bankruptcy
Court in Delaware on Tuesday, February 8, 2000.  At the hearing,
the Bankruptcy Court approved the following three sales
transactions involving Beloit Corporation assets:

-- Paper Aftermarket and Roll Covers Division:  Valmet
Corporation

-- Paper Technology:  Mitsubishi Heavy Industries, Inc.

-- Pulp and Finishing Divisions:  Groupe Laperriere & Verreault
Inc.

Sales of these assets remain subject to certain closing
conditions.  In addition, certain of the transactions are subject
to clearance from United States regulatory authorities.  The
Bankruptcy Court previously approved transactions involving the
sale of Beloit's OASIS business and Woodyard Division.  The
company indicated that it is pursuing the sale and liquidation of
the remaining assets of Beloit.  These assets include Beloit's
primary manufacturing facilities in Beloit, Wis. and Rockton,
Ill. and certain overseas paper machinery manufacturing
businesses.

Robert N. Dangremond, Chief Restructuring Officer for the company
and Beloit, is directing the Beloit sale process.  The company
cautioned that, while it continues to pursue sales of Beloit
assets, there can be no assurance as to whether or when any
transactions will take place.

On June 7, 1999, the company and its U.S. subsidiaries, including
Beloit, filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

Harnischfeger Industries, Inc. is a global company with business
segments involved in the manufacture and distribution of
equipment for underground mining (Joy Mining Machinery), surface
mining (P&H Mining Equipment), and pulp and papermaking (Beloit
Corporation).


HIGHWAYMASTER COMMUNICATIONS: Fourth Quarter Financial Results
--------------------------------------------------------------
HighwayMaster Communications, Inc. (Nasdaq:HWYM), the leading
provider of wireless voice and data communications services to
the commercial trucking and service vehicle industries, reported
financial results for the fourth quarter and year ended Dec. 31,
1999.

For the 1999 fourth quarter, total revenues were $16.1 million,
up 9.7 percent from $14.7 million for the 1998 fourth quarter.
The company's loss before extraordinary items was reduced by 39.3
percent to $5.9 million ($0.24 per share) for the fourth quarter
this year, compared with a loss before extraordinary items of
$9.8 million ($0.39 per share) for the fourth quarter of 1998.
Net loss for the fourth quarter 1999 was $5.9 million ($0.24 per
share), compared to net income of $9.1 million ($0.37 per share),
including an extraordinary gain of $18.9 million ($0.76 per
share) for early extinguishment of debt.

For the year ended Dec. 31, 1999, total revenues were up 50.9
percent to $ 95.5 million, versus $63.3 million for the year
ended Dec. 31, 1998. EBITDA for 1999 improved 118 percent to a
positive $6.4 million, including $3.3 million in net non-
recurring income items, versus a negative $35.8 million for 1998,
including $9.9 million in non-recurring charges.

The 1999 net loss improved 67.1 percent to $11.5 million ($0.46
per share), including $3.5 million in net non-recurring income
items, from a net loss of $35.1 million ($1.41 per share),
including an extraordinary gain of $18.9 million and $9.9 million
in non-recurring charges, for 1998. Excluding the extraordinary
item and one-time income items and charges, the net loss improved
66.0 percent to $15.0 million ($ 0.60 per share), versus $44.1
million ($1.77 per share) for 1998.

HighwayMaster provides intelligent wireless mobile
communications, fleet management and mobile asset-tracking
solutions to the commercial trucking and service vehicle
industries. Its technology, currently covered by 29 issued U.S.
patents and additional U.S. and international patents pending,
combines voice and data with Global Positioning System (GPS)
satellite vehicle-location capabilities to offer a seamless
mobile communications system. The enhanced cellular network
utilizes the systems of more than 70 cellular providers in the
U.S. and Canada offering coverage in essentially all of the
available U.S. markets and A-side markets in Canada. The
company's mobile asset product, TrackWare(TM), combines the
technologies of GPS and control channel messaging to
track trailers and other mobile assets.


IMPERIAL HOME: Final Order Authorizing Post-Petition Financing
--------------------------------------------------------------
By order of the US Bankruptcy Court for the District of Delaware,
the debtors, The Imperial Home Decor Group Inc., et al. were
granted authority to obtain post-petition financing up to the
principal amount of $75 million from The Chase Manhattan Bank and
a syndicate of lenders, of which up to $68 million may be used
for direct loans or letters of credit for the Borrower and up to
$7 million may be used for the Affiliate Loan.


IRIDIUM: Investors Led By McCaw To Provide $74.6 Million
--------------------------------------------------------
A group of investors led by telecommunications pioneer Craig
McCaw has agreed, subject to certain conditions, to provide $74.6
million in interim financing for Iridium LLC, which operates the
world's first handheld global satellite communications system.

The debtor-in-possession (DIP) financing will enable Iridium to
continue the company's operations beyond February 15, when terms
will expire on a commitment of $20 million from current investors
led by Motorola to fund operations from December 16, 1999, to
February 15, 2000.

Iridium LLC today asked the U.S. Bankruptcy Court for the
Southern District of New York to authorize the McCaw-led DIP
financing for Iridium. The investment is the result of Iridium's
efforts since its August 13, 1999, Chapter 11 filing to find an
outside investor to fund a reorganization plan or to purchase the
company's assets.

Under the plan submitted to the court today, the DIP financing
would provide Iridium with the funds necessary to continue its
operations and global service while an investor group led by
McCaw completes due diligence on possibly purchasing the assets
of the company and the company completes a reorganization
plan. Subject to court approvals, this additional financing is
intended to support Iridium's operations and restructuring
activities until mid-year, when it expects to emerge from
bankruptcy.

"This interim financing is a critical step toward Iridium's
successful restructuring and emergence from bankruptcy under the
control of Craig McCaw," said John Richardson, Chief Executive
Officer of Iridium LLC. "Iridium continues to believe that
personal satellite communications has a bright future, and we
will continue to aggressively pursue our mission of delivering
valuable communications services to customers around the world."

Iridium has not reached final agreement with McCaw or its
creditors concerning a reorganization plan. However, based on its
debt level in excess of $4 billion and the legal priorities in
bankruptcy, the company continues to believe that any
reorganization will not result in value remaining from the
bankruptcy estate for current holders of its publicly traded
equity or unsecured debt.

Iridium LLC became the world's first global satellite phone and
paging company on November 1, 1998. Its network of 66-low earth
orbiting satellites, combined with existing terrestrial cellular
systems, enables customers to communicate around the globe.
Iridium World Communications, Ltd. is the public investment
vehicle of Iridium LLC.

Craig McCaw is chairman and chief executive officer of Eagle
River, Inc., a company formed to make strategic investments in
telecommunications ventures. He also is chairman of Teledesic
LLC, which is building a global broadband Internet-in-the-Sky
satellite communications network. He founded NEXTLINK
Communications, Inc., one of the nation's fastest growing
providers of competitive telecommunications services, and is a
primary shareholder of Nextel Communications, Inc., a leading
national wireless communications provider.

Iridium is a registered trademark and service mark of Iridium IP
LLC.


IRIDIUM: Motorola Comments on Financing
---------------------------------------
Motorola issued the following statement concerning the
announcement by Iridium LLC that a group of investors led by
Craig McCaw has arranged "debtor in possession" or (DIP)
financing for Iridium LLC. This interim financing would
allow Iridium LLC to continue operations until June 15, 2000
while the investors led by McCaw work to complete potential
arrangements for the reorganization of the company:

Since August 1999 when Iridium LLC began operating under the
regulations of Chapter 11 of the U.S. Bankruptcy Code, Iridium
LLC has been working to attract additional investors to help
Iridium LLC achieve a sound business and financial restructuring
plan. During this period, Motorola has consistently stated that
unless there was substantial participation by other parties with
a significant financial interest in Iridium LLC, Motorola would
not provide additional funding for the satellite communications
company.

Today, Iridium LLC filed in U.S. Bankruptcy Court a motion for
approval of an interim financing plan that is intended to enable
the parties to reach agreement on a long-term financial
restructuring plan, as well as meet Motorola's requirements of a
sound business plan. An element of the new plan would include
a Motorola equity position in a newly formed company. However,
this investment by Motorola would represent only a minority
position in the new company that would be led by Craig McCaw.

Motorola believes that its equity participation in the
restructuring of Iridium LLC will not increase its exposure
beyond the amounts reserved for at the end of December 1999.
Also, Motorola would not expect its participation in
the restructuring of Iridium LLC to adversely affect the earnings
guidance the company has provided for the current year.

Motorola, Inc. (NYSE:MOT) is a global leader in providing
integrated communications solutions and embedded electronic
solutions. Sales in 1999 were $ 30.9 billion.


JUST FOR FEET: Auction Procedures
---------------------------------
On February 1, 2000, the US Bankruptcy Court for the District of
Delaware entered an order approving the auction procedures in
connection with the proposed sale by the debtors of all of their
assets to one or more bidders.  The auction shall be conducted at
the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 25th
Floor, New York, NY 10153 on February 15, 2000 at 10:00 AM.  The
court has scheduled February 24 2000 at 4:00 PM as the date for a
hearing to consider entry for an order pursuant to the sale
motion, authorizing and approving the sale of assets.


KMART: Vanguard Windsor Funds - Windsor II Fund Reports Holdings
----------------------------------------------------------------
Vanguard Windsor Funds-Windsor II Fund beneficially owns
41,622,500 shares of the common stock of Kmart Corporation,
exercising sole voting and dispositive powers, and thereby
holding 8.55% of the outstanding common stock of the company.


LAMAUR:  Elects Pesin New CEO and Chairman
------------------------------------------
To strengthen its turnaround efforts, The Board of the Lamaur
Corporation announced the recent election of Lawrence Pesin as
its new CEO and Chairman. The 60-year old company is a developer
and provider of hair and skin care products.

Pesin said, "We will focus on growth through a 3-pronged strategy
encompassing traditional retail, alternative distribution
channels and globalization initiatives." Lamaur currently
formulates and markets a broad range of hair care shampoos,
conditioners and styling products through consumer retail
outlets. Retail brands include WILLOW LAKE(R), PERMASOFT(R),
COLOR SOFT(TM), SALON STYLE(R) Design Elements and Style Natural
Reflections(TM).


LONDON FOG: Seeks to Set April 5, 2000 as Bar Date
--------------------------------------------------
The debtor, London Fog Industries, Inc., and certain subsidiaries
seek a court order setting April 5, 2000 as the deadline for
filing proofs of claim.  The debtors are currently taking steps
toward formulating a consensual plan of reorganization.  In order
to negotiate with the Committee, the debtors' pre-and post-
petition lender and other parties in interest and to prepare the
plan, the debtors must ascertain, to the extent reasonably
practicable, the number, amount, nature and character of all
claims against the debtors.  It is imperative that the debtors
undertake and complete analysis to determine which, if any,
asserted claims are in addition to, or at variance with, those
set forth in the schedules.


MEDPARTNERS PROVIDER: Seeks Approval of Disclosure Statement
------------------------------------------------------------
The debtor, Medpartners Provider Network, Inc. seeks approval of
its Disclosure Statement.  A hearing will be held on February 28,
2000 at 2:00 PM, Courtroom 1668, 255 East Temple Street, Los
Angeles , California.


MERRY-GO-ROUND: Snyder Weiner Awarded $77 Million; Fidelity Appeals
-------------------------------------------------------------------
Rejecting the suggestion that a $77,200,000 contingency fee -- the largest
contingency awarded in bankruptcy history -- sought by the Baltimore-based
law firm of Snyder, Weiner, Weltchek, Vogelstein & Brown, in connection
with its extraction of a $185 mil lion settlement from Ernst & Young,
should be subjected to a test for overall reasonableness, Judge E. Stephen
Derby ruled that "a deal is a deal" and it is appropriate for the chapter
7 trustee overseeing the liquidation of Merry-Go-Round Enterprises, Inc.,
to pay the 40% contingency fee to which she agreed.

As previously reported in the TCR, Trustee Deborah H. Devan, retained
Snyder Weiner to pursue exceedingly complex litigation against the Big
Five accounting giant Ernst & Young.  On the eve of trial before a
Baltimore state court jury last year, E&Y settled for a whopping
$185,000,000.  Bruce R. Zirinzky, Esq., of Caldwalader, Wickersham & Taft,
argued on behalf of Fidelity Management & Research Company, that the
bankruptcy court -- whether or not it approved the Trustee's engagement of
Snyder Weiner -- has an independent duty to determine the reasonability of
a $77 million payout at this juncture.

Fidelity's argument didn't persuade Judge Derby; the Bankruptcy Court
issued its Order Awarding a Fee to Special Litigation Counsel for the
Trustee (Doc. 7735) and a separate Memorandum Opinion (Doc. 7736) on
January 27, 2000, directing that Snyder Weinder should collect the full
amount.  Disgusted by Judge Derby's decision, Fidelity timely-filed a
Notice of Appeal with the bankruptcy court this week indicating its
intention to put the reasonableness question before the U.S. District
Court for review.


PENNCORP FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Penncorp Financial Group, Inc.
        c/o Southern Financial Services Corp.
        717 North Harwood Street
        Dallas, Texas 75201

Type of Business: Holding company whose principal assets consists
of the shares of stock of its direct and indirect insurance
company subsidiaries.

Petition Date: February 7, 2000    Chapter 11

Court: District of Delaware

Debtor's Counsel: Jeffrey L. Tannenbaum
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Ave
                  New York, NY 10153
                  (212) 310-8000
           
                  Martin A. Sosland
                  Weil, Gotshal & Manges, LLP
                  100 Crescent Court, Suite 1300
                  Dallas, Texas 75201-6950
                  (214) 746-7700

                  Thomas L. Ambro
                  Mark D. Collins
                  Paul N. Heath
                  Richards, Layton & Finger, PA
                  One Rodney Square
                  PO Box 551
                  Wilmington, Delaware 19899
                  (302) 668-6541

Total Assets: $ 385,000,000
Total Debts:  $ 181,148,000

20 Largest Unsecured Creditors

HSBC Issuer            Indenture     $ 114,646,000
Bear Stearns           Bond Debt      $ 66,406,000
Salomon Smith          Bond Debt      $ 14,834,000
Chase Bank             Bond Debt      $ 12,885,000
Morgan Stanley         Bond Debt       $ 6,230,000
Goldman, Sachs & Co    Bond Debt       $ 2,000,000
Spear, Leeds & Kelogg  Bond Debt       $ 2,000,000
State Street Bank &
Trust Co.             Bond Debt       $ 2,000,000
Neuberger Berman, LLC  Bond Debt       $ 1,500,000
Charles Schwab & Co.   Bond Debt         $ 973,000
Merrill Lynch, Pierce
Fenner & Smith        Bond Debt         $ 631,500
Prudential Securities
Incorporated          Bond Debt         $ 543,000
Bank of New York       Bond Debt         $ 525,000
Dean Witter Reynolds,
Inc.                  Bond Debt         $ 355,500
Lewco Securities Corp. Bond Debt         $ 315,000
Paine Webber Inc.      Bond Debt         $ 294,000
FUND - Phila. Main     Bond Debt         $ 250,000
Mercantile Bank        Bond Debt         $ 250,000
US Bancorp Piper       Bond Debt         $ 229,000
USCC/FSI               Bond Debt         $ 163,000


PRIMARY HEALTH: Selling Part of Surgery Center To Doctors
---------------------------------------------------------
According to Crain's Cleveland Business on February 7, 2000,
Primary Health Systems Inc. is seeking court approval to sell a
majority interest in the surgery center within its Beachwood
medical campus to a Texas-based management firm.

Under the agreement, Acumen Healthcare of Dallas would organize
an unspecified number of local surgeons to operate and buy a
controlling interest in the surgery center within the PHS
Integrated Medical Campus on Cedar Road. A hearing on the
agreement is set for Feb. 24 in U.S. Bankruptcy Court in
Wilmington, Del.

According to the article, PHS would spend $970,000 to make
improvements to the surgery space, $960,000 on equipment and
$250,000 in medical surgical supplies. In return, PHS would
receive a 40% interest in the limited liability company that
would own the surgery center.

Surgeons that join the joint venture would hold a 55% interest in
the limited liability company and Acumen would own the other 5%.
The other parties in the deal would give PHS $230,000 in cash and
$250,000 for medical and surgical supplies used in the joint
venture.

PHS owns PHS Mt. Sinai Medical Center in Cleveland, PHS Mt. Sinai
East in Richmond Heights, PHS Deaconess Hospital in Cleveland's
Old Brooklyn neighborhood and Saint Michael Hospital in
Cleveland's Broadway neighborhood.


SINGER USA: Case Summary
------------------------
Debtor: Singer USA, LLC.
        915 Broadway, 18 Floor
        New York, NY 10017-7108

Petition Date: January 4, 2000  Chapter 11

District: S. Dist. of New York  Judge: Burton R. Lifland

Debtor's Counsel: John Wm. Butler, Jr.
                  Skadden Arps Slate Meagher & Flom (IL)
                  333 West Wacker Drive
                  Chicago, IL 60606-1285
                  (312) 407-0730
                  Fax: (312) 407-0411
                  Email: jbutler@skadden.com

                  Timothy R. Pohl
                  Skadden Arps Slate Meagher & Flom
                  333 West Wacker Suite 2100
                  Chicago, IL 60606
                  (312) 407-0772
                  Fax: (312) 407-0411
                  Email: tpohl@skadden.com

Total Assets: 100 million plus (estimated)
Total Debts:  100 million plus (estimated)


T&W FINANCIAL: Announces Loss of Servicing
------------------------------------------
T&W Financial Corporation (Nasdaq:TWFC) announced that its
operating subsidiary T&W Financial Services Company L.L.C. was
terminated effective Feb. 8, 2000, as servicer on substantially
all of its remaining portfolio of leases serviced, or about $450
million of leases serviced.

The company also announced that Paul Luke and Kenneth McCarthy
had resigned from the board of directors and from their positions
as vice president/director of finance and vice president/general
counsel, respectively.  As previously announced, the company
anticipates filing a petition in bankruptcy in the near future.


TALON INC.: Moody's Lowers Ratings (Senior Subordinated To Caa2)
----------------------------------------------------------------
Moody's Investors Service lowered the rating of Talon Inc.'s $120
million 9.625% senior subordinated notes, due 2008, to Caa2 from
B3 and lowered the rating of its Senior Unsecured Issuer Rating
to Caa1 from B2. Talon's $100 million revolving credit facility
rating has been lowered to B3 from Ba3. The senior implied rating
has been lowered to B3 from B1. The outlook is stable.

The downgrade in ratings reflects concerns regarding Talon's
significant operating costs combined with increasingly high
leverage and insufficient operating cash flow from operations to
cover interest expense. Talon's capital expenditure requirements
are high and during 2000 the company anticipates several new
product launches. The company's financial performance was
negatively affected during 1999 by several factors including: low
scrap steel prices; the cost of product launches and the
breakdown of a large press. (Since then $3.9 million in insurance
has been collected.) Furthermore, Talon operates in a competitive
and cyclical environment and is vulnerable to customer and
platform concentration. (Daimler Chrylser comprises approximately
48% of Talon's total revenues and General Motors, 23%.) However,
the ratings also consider Talon new business opportunities
facilitated by its recent investments in new equipment and plant
consolidation.

The B3 rating on the $100 million revolving credit facility
reflects the benefits and limitations of the collateral package.
All Talon domestic subsidiaries are guarantors of the credit
facility. Obligations under the facility are secured by a first
priority lien on substantially all the assets of the company and
its subsidiaries. As a result of financial covenant violations at
September 30,1999 (which have been waived), the company is in the
process of amending its credit agreement. As a consequence,
borrowings are likely to be limited to an asset-based
calculation. As of September 30, 1999, the company had $47
million outstanding.

The Caa2 senior subordinated note rating reflects their
contractual subordination to the company's senior debt including
the secured credit facilities. The notes are guaranteed on a
senior subordinated basis.

As of September 30, 1999, Talon's debt is substantial at $166
million. The balance sheet is highly leveraged with debt-to-book-
capitalization of 107% and debt-to-EBITDA of about 7.7 times. The
company's tangible book equity is negative $70 million, due to a
significant level of intangibles at 25% of total assets. Talon's
operating cash flow is extremely weak with neither EBITA nor
EBITDA-less-capital expenditures sufficient to cover interest
expense. Talon's EBITA return on assets has also slipped to a low
5.6%.

Talon's management expects profitability to improve as a result
of the increased efficiencies and volume provided by the product
launches, consolidation of certain facilities and the completion
of new facilities. However, unless improvements become evident
during 2000, downward pressure on the rating is likely to
continue.

Talon, headquartered in Troy, Michigan, is a designer and
manufacturer of stamped metal components and assemblies used by
North American automotive original equipment manufacturers. The
company specializes in underbody/chassis and unexposed body
structure assemblies.


TULTEX: To Liquidate Assets and Go Out of Business
--------------------------------------------------
Fleecewear maker Tultex Corp. plans to liquidate its assets and
go out of business rather than try to reorganize and pay off its
debts, according to a company attorney.

Tultex is in the process of being split up and sold, after which
it will close, the lawyer, Bruce Matson, said Wednesday.  Faced
with increasing losses, the company filed for Chapter 11
bankruptcy protection in December, with plans to restructure as a
small clothing marketer and hiring other companies to make its
products. Some 3,300 workers were laid off.

Most of the company's remaining 650 workers likely will be let go
soon under the change in plans, although it could take months or
even years to complete the selloff. Tultex assets include a 1.1
million square-foot factory in Martinsville, a modern warehouse
in Henry County and two out-of-state distribution companies.

Judge William Anderson said he doubted Tultex can raise enough
money to pay all 11,000 of its creditors, including at least
2,400 past and present employees hoping to collect Christmas
bonus checks.

Tultex, which began in Martinsville in 1937 as Sale Knitting Co.,
was until recently the fifth largest activewear manufacturer in
the country. After a run of 60 profitable years, the company has
lost money in recent years as competition in the industry grew.   
In January, Tultex ceased all manufacturing.


BOND PRICING FOR WEEK OF February 7
===================================
DLS Capital Partners, Inc., bond pricing for week of February 7, 2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                         18 - 20 (f)
Ameriserve 8 7/8 '06                          26 - 28 (f)
Asia Pulp & Paper 11 3/4 '05                  84 - 85
E & S Holdings 10 3/8 '06                     37 - 40
Fruit of the Loom 8 7/8 '06                    6 - 8 (f)
Genesis Health 9 3/4 '05                      21 - 25
Geneva Steel 11 1/2 '01                       17 - 18
Globalstar 11 1/4 '04                         62 - 64
Hechinger 9.45 '12                             6 - 9
Integrated Health 9 1/4 '08                    6 - 8 (f)
Iridium 14 '05                                 3 - 4 (f)
Loewen 7.20 '03                               48 - 50 (f)
Paging Network 10 1/8 '07                     62 - 64 (f)
Pathmark 11 5/8 '02                           25 - 28
Pillowtex 10 '06                              45 - 49
Revlon 8 5/8 '08                              40 - 42
Rite Aid 6.70 '01                             81 - 83
Service Merchandise 9 '04                     12 - 13 (f)
Sunbeam 0 '18                                 14 - 15
TWA 11 3/8 '06                                36 - 39
United Artist 9 3/4 '08                        5 - 7
Vencor 9 7/8 '08                              18 - 20


                    *********

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 * * *