TCR_Public/000317.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, March 17, 2000, Vol. 4, No. 54  
                            
                  Headlines

AHERF: Three Officers Arrested
ALTA GOLD: To Convert To Chapter 7
BREED TECHNOLOGIES: Seeks Approval of Compromise With Tokai Rika
CARSON INC: Tender Offer To Purchase Stock
CELLNET DATA: Signs Asset Purchase Agreement; Bidding Procedures

CROWN VANTAGE: Seeks Chapter 11 Protection
EMERALD RESTORATION: Case Summary and 18 Largest Creditors
EQUALNET: Gets Court Nod To Purchase ATCALL
FRUIT OF THE LOOM: Reschedules Bond Interest Payment
FRUIT OF THE LOOM: To Close Frankfort Plant

GRAND UNION: Sales Decrease 1.4%
GUY'S FOODS: Purchase Of Assets Falls Through
INTEGRATED HEALTH: To Retain Klehr Harrison as Local Counsel
INTERSCIENCE COMPUTER: Reports Operating Results
IPM PRODUCTS: Employment Agreement with John Horton

IRIDIUM: Japanese Affiliate Seeks To Liquidate
IRIDIUM: Receives Bid As Time Runs Out
ISHIKAWAJIMA-HARIMA HEAVY INDUS.: To post 90B Yen loss
KCS ENERGY: Seeks Approval of Disclosure Statement
LEWIS & PEAT: Exits Chapter 11

PARACELUS HEALTH: Subsidiary Files Chapter 11
ROBERDS: Seeks Order Extending Time To Assume/Reject Leases
SMARTONE TELECOM.HOLDINGS: Posts loss of $393M
SUNRISE DEVELOPMENT: Files For Bankruptcy Court Protection
SUNTERRA: Reports $58.4 Million Loss, Sees Liquidity Risk

TEXFI INDUSTRIES: Emergency Motion For Post-Petition Financing
TV FILME: First Amended Disclosure Statement
UNIVERSAL EXPRESS: Announces New Ancillary Businesses
WSR CORP: Extension of Time To Assume/Reject Unexpired Leases

DLS CAPITAL PARTNERS: Bond Pricing For Week of March 13, 2000

                  *********

AHERF: Three Officers Arrested
------------------------------
Pennsylvania Attorney General Mike Fisher today announced that
his Bureau of Criminal Investigation has arrested three former
top officials of the Allegheny Health, Education and Research
Foundation (AHERF) and charged them with illegally spending more
than $52 million in charitable endowments in an effort
to prop up the ailing medical system.

In addition, Fisher said the AHERF officials have been charged
with illegally spending AHERF funds on various other items,
including a sports luxury box, political contributions and even a
new locker room at a high school. Fisher said the charges were
recommended by the Fourteenth Statewide Investigating Grand Jury,
which conducted a 10-month investigation into AHERF spending.

"We allege that while AHERF was losing money, these top
management officials used AHERF funds for personal and other
improper expenses," Fisher said.  "They then stole millions in
charitable dollars in an effort to save the mismanaged
system.  This money wasn't theirs to use as they saw fit.  It had
been set aside for charitable purposes."
   
According to the Grand Jury presentment, AHERF began experiencing
financial problems in the 1996 fiscal year, when the amount of
cash to pay bills through accounts payable became limited.  AHERF
eventually filed bankruptcy on July 21, 1998.

The Grand Jury learned that there were three main reasons for the
bankruptcy: decreases in hospital occupancy; decreases in
reimbursement rates, and excessive administrative costs.  For
example, the Grand Jury learned that most hospitals have
administrative costs of 3 percent.  However, AHERF had
administrative costs that exceeded 10 percent of its operating
costs.

Between February and July 1998, AHERF officials transferred $78
million in restricted funds. In addition, the Grand Jury found,
AHERF officials did not receive approval from the Loan Committee
to use the restricted funds and no repayment plan was ever
provided.

Three AHERF officials, who received immunity for their testimony,
told the Grand Jury that they questioned the legality of using
restricted charitable endowments to keep AHERF financially
afloat.  

Ultimately, the Grand Jury learned, AHERF officials "borrowed"
$52,442,975 in restricted funds without any justification and
without the underlying restrictions being met.


ALTA GOLD: To Convert To Chapter 7
----------------------------------
Alta Gold Co. has attempted to reorganize under Chapter 11
bankruptcy protection while trying to find a buyer
for its Olinghouse gold mine in Washoe County.

Alta Gold's chief executive officer, Robert Pratt, other officers
and all the board members resigned last week. The company filed
with the U.S. Bankruptcy Court in Reno for conversion from
bankruptcy protection to Chapter 7.

The bankruptcy court has set March 30 for the hearing to convert
the Chapter 11 to Chapter 7.


BREED TECHNOLOGIES: Seeks Approval of Compromise With Tokai Rika
-----------------------------------------------------------------
The debtors, BREED Technologies, Inc., et al. seek court approval
of a compromise with Tokai Rika Co., Ltd.

A hearing on the motion will be held on March 22, 2000 at 11:30
AM.

Breed and Tokai are parties to a dispute over a license
agreement.  In May, 1999, an arbitration award was entered in
favor of Breed in the amount of $2,037,958.  In the meantime,
Tokai has alleged that Breed is violating certain of its
interests in other, unrelated intellectual property.  

The parties have agreed to settle these disputes for payment of
$1.74 million to be paid in a lump sum of $1.556 million plus
exchange of mutual, fully paid non-transferable licenses of the
disputed technology.  Breed agrees to obtain a tax credit from
the US Government, and if received to pay a portion to Tokai
Rica.  Breed believes this settlement to be fair and reasonable,
and in the best interests of the estate and its creditors.


CARSON INC: Tender Offer To Purchase Stock
------------------------------------------
Dated March 8, 2000, Crayon Acquisition Corporation, a Delaware
corporation, and wholly-owned subsidiary of Cosmair, Inc., a
Delaware corporation, made a tender offer to Carson Inc. to
purchase all of the outstanding shares of Class A common stock,
par value $0.01 per share, of Carson Inc. The terms in the
purchaser's offer were to purchase all outstanding shares at a
price of $5.20 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase.  The Offer is scheduled to expire at
12:00 mignight, New York City time, on April 4, 2000 unless the
offer is extended or terminated under the terms of the Merger
Agreement.


CELLNET DATA: Signs Asset Purchase Agreement; Bidding Procedures
----------------------------------------------------------------
CellNet Data Systems, Inc. (NASDAQ: CNDS) announced today that it
has signed an Asset Purchase Agreement for the sale of
substantially all of its assets and business operations. A copy
of the agreement has been filed under a Report on Form 8-K dated
March 10, 2000 with the Securities and Exchange Commission (the
"SEC") and with the U.S. Bankruptcy Court in Delaware.

As previously reported, on February 4, 2000, CellNet Data
Systems, Inc. ("CellNet"), together with its subsidiaries
(collectively, the "Debtors"), filed voluntary petitions for
relief under Chapter 11 of Title 11 of the United States Code, 11
U.S.C. Sections 101 et seq. (the "Bankruptcy Code") in the United
States Bankruptcy Court for the District of Delaware -- IN RE
CELLNET DATA SYSTEMS, INC., ET AL., DEBTORS, Chapter 11, Case No.
00-00844 (PJW).

Debtors filed their petitions pursuant to a Proposal Letter and a
Summary of Terms of an agreement with Schlumberger Limited
pursuant to which Schlumberger, or an entity designated by it,
would acquire all or substantially all of the assets and business
operations of the Debtors and certain specified liabilities
related thereto. On March 3, 2000, Schlumberger Resource
Management Services, Inc. (as "Purchaser") and Schlumberger
Technology Corporation (its parent company), each affiliates of
Schlumberger, entered into an Asset Purchase Agreement dated as
of March 1, 2000 with certain of the Debtors including CellNet
(as "Sellers"). The Asset Purchase Agreement contains the
definitive terms under which the Purchaser would acquire from the
Sellers all or substantially all of the assets and business
operations of the Debtors and certain specified liabilities
related thereto. The Asset Purchase Agreement is intended to
carry out the provisions contained in the Proposal Letter and
Summary of Terms, copies of which have been previously filed with
the SEC in CellNet's Report on Form 8-K dated February 7, 2000
under Item 7 (c).

On March 9, 2000, the parties to the Asset Purchase Agreement
entered into a First Amendment to Asset Purchase Agreement (the
"First Amendment") to effect certain minor changes therein. A
copy of the First Amendment has also been filed with the SEC as
an exhibit to the Report on Form 8-K dated March 10, 2000 under
Item 7 (c) and with the U.S. Bankruptcy Court in Delaware.

The approval of the Asset Purchase Agreement is subject to the
receipt of higher and better offers. Parties wishing to submit
higher and better offers must do so not later than 2:00 p.m. EDT
April 12, 2000. If the Debtors receive a qualified bid, an
auction will be conducted at 10:00 a.m. EDT April 14, 2000.

The final hearing and Court approval of the Asset Purchase
agreement is scheduled for April 19, 2000. Subject to any higher
and better offers and final approval by the Bankruptcy Court,
CellNet anticipates completing the process by the first week of
May 2000.

As previously reported, if the Court approves the proposed
transaction in its present form, the CellNet 14% Senior Discount
Notes and those liabilities not assumed by Schlumberger RMS will
share in$55 million in cash less certain administrative expenses.
Furthermore, there will be no value allocated to the current
equity of the CellNet common stock (NASDAQ: CNDSQ) and the 7%
Exchangeable Preferred Securities of CellNet Funding, LLC
(NASDAQ: CNDPQ). The allocation of the distributions (dividends)
held in escrow for CellNet Funding, LLC (NASDAQ: CNDPQ) will be
subject to future view by the Court.


CROWN VANTAGE: Seeks Chapter 11 Protection
------------------------------------------
Crown Vantage Inc., which provides papers for printing,
publishing and specialty packaging, announced that it filed
chapter 11 yesterday, according to a newswire report. The
Cincinnati-based company also announced that it has arranged for
$100 million in debtor-in-possession financing from Morgan
Guaranty Trust Co., Chase Manhattan Bank and a group of
institutional lenders. Earlier this month, Crown Vantage had said
that it had not received anticipated financing from a bank credit
agreement, but that it was continuing to explore options. The
company's U.K. operations were not included in the filing.
(ABI 16-Mar-00)


EMERALD RESTORATION: Case Summary and 18 Largest Creditors
----------------------------------------------------------
Debtor: Emerald Restoration & Production, CCC
        5501 Stane Gate Avenue
        Gillette, WY 82718

Petition Date: March 1, 2000      Chapter 11

Court: District of Wyoming

Bankruptcy Case No.: 00-20184

Judge: Peter J. McNiff

Debtor's Counsel: Lisa K. Rice
                  Lisa Rice, PC
                  65 Coffeen, Suite B
                  Sheridan, WY 82801

Total Assets: $ 336,803,525
Total Debts:  $     720,335

20 Largest Unsecured Creditors

Royalty Owners            $ 32,000
Richard Bate              $ 54,000
Dept of Revenue           $ 38,000
Dept of Revenue           $ 18,000
Key Rocky Mountain       $ 132,902
BLM Bureau of Land Mgmt  $ 103,902
Randall T. Cox           $  58,742
Schlumberger Wireline     $ 54,500
James Rolland             $ 45,000
Powder River Energy       $ 26,850
Renea McKay               $ 22,622
Cotton Law Offices        $ 15,000
Kisack Water & Oil        $ 13,639
Joe's Welding And
Rustoabout                $ 12,638
Amerigas                  $ 12,500
Peggy Bicker Star         $ 12,500
Black Warrior             $ 11,276
Gane Redection            $ 10,500


EQUALNET: Gets Court Nod To Purchase ATCALL
-------------------------------------------
At a hearing conducted yesterday in U.S. Bankruptcy Court in
Alexandria, Virginia, Equalnet Communications Corp. (OTC Bulletin
Board: ENET) received the Court's approval to acquire
substantially all of the assets of ATCALL, Inc., a long distance
company selling both one plus service and prepaid telephone debit
cards to major national retailers.  Total consideration will be
the assumption, on a basis that is non-recourse to Equalnet, of
approximately $2.7 million of secured debt and the issuance of
$250,000 of restricted Equalnet common stock. The transaction is
expected to close on or before March 20, 2000.  Mitchell H.
Bodian, Equalnet's President and CEO, commented, "We are pleased
that the Court approved our offer over two other competing bids.  
We expect that, by integrating ATCALL's operations with those of
Equalnet, we can achieve significant overhead economies and
operating efficiencies.  We also hope to leverage ATCALL's
existing relationships with major retailers to expand
Equalnet's prepaid debit card business."

EqualNet is a nationwide supplier of telecommunications services
headquartered in Houston, Texas.  The Company provides a
comprehensive array of discounted long-distance and other
telecommunications services.


FRUIT OF THE LOOM: Reschedules Bond Interest Payment
----------------------------------------------------
Fruit of the Loom Ltd., which filed for chapter 11 protection
late last year, said that its interest payments on three public
bond issues have been rescheduled, according to Reuters. The
underwear and intimate apparel maker will now make quarterly
interest payments on the three bonds; previously the payments
were scheduled on a semi-annual basis. (ABI 16-Mar-00)


FRUIT OF THE LOOM: To Close Frankfort Plant
-------------------------------------------
Fruit of the Loom Ltd. will close its Frankfort, Kentucky sports
apparel factory as part of a bankruptcy reorganization, a company
spokesman said.

The plant is expected to close by May 14, spokesman Joel Weiden
said on Wednesday, the day the plant's 280 workers were informed
of the closure.

Fruit of the Loom Ltd. filed for Chapter 11 bankruptcy protection
in December. The company is shutting down its Sports & Licensing
Division as part of a plan to return to its core business of
undergarment manufacturing, Weiden said.

"Since December we've been looking for a number of ways to
restore the financial health of the company. This particular
division has been losing money," Weiden said in a telephone
interview from Chicago.

The company's sports apparel division produced officially-
licensed clothing of professional baseball, basketball, football,
hockey and numerous college sports teams.

Workers at another sports apparel subsidiary in Hudson, N.H.,
were informed in February that plant would close. The closure
affects 180 workers, the company said. About 20 employees in New
York and Canada also were affected.

The financially-troubled company closed many of its U.S. textile
operations in 1999, shifting production to plants in Mexico,
Central America and the Caribbean.

The company slashed more than 7,000 Kentucky jobs during the
1990s, leaving fewer than 2,000 workers in the state as it moved
operations offshore. One of the biggest cuts came in the summer
of 1998, when the plant in Campbellsville closed, leaving 4,200
people jobless. Fruit of the Loom also has a plant in Jamestown,
where the company has cut 1,000 jobs.

Franklin County Judge-Executive Teresa Barton said she expects
former employees of the company's screen printing and embroidery
factory in Frankfort to quickly find new jobs. Unemployment is
low and workers are in demand in her area, Barton said.

Fruit of the Loom is headquartered in Chicago with financial
offices in the Cayman Islands.


GRAND UNION: Sales Decrease 1.4%
--------------------------------
Sales of the Grand Union Company for the 12 weeks ended January
8, 2000 decreased $7.4 million, or 1.4%, compared to the 12 week
period ended January 2, 1999.  The fiscal 2000 quarter saw sales
totaling 520,304.  In the same quarter of fiscal 1999 sales were
$527,666. The reduction in sales in the fiscal 2000 quarter was,
according to the company, primarily due to competitive activity
and effects related to implementation of the company's
capital expenditure plan. These include delays in new store
openings and sales disruptions in stores undergoing significant
remodeling. The company opened 2 new stores and closed 2 stores
during the fiscal 2000 third quarter. (During fiscal 2000 year to
date, the company opened 9 new stores and closed 10 stores).  Net
losses for each quarter, fiscal 2000 and fiscal 1999, were
$35,563 and $26,689 respectively.


GUY'S FOODS: Purchase Of Assets Falls Through
---------------------------------------------
THE KANSAS CITY STAR reports on March 14, 2000 that an
Indiana company's bid to buy the assets of bankrupt Guy's
Foods has fallen through after it was unable to come to terms
with the principal lender of Guy's, LaSalle National Bank of
Chicago.

Fort Wayne-based General Products and Services Inc., which does
business under the Seyfert's and Ultima Foods brand names, had
offered to assume $14.3 million in Guy's debt in exchange for the
snack maker's assets. But at a bankruptcy court hearing Monday,
representatives of the parent company of Guy's said Guy's had
started negotiations with another group, headed by Northland
lawyer and former Missouri legislator Randall Robb.

"General Products and Services wasn't able to conclude a
financing agreement with LaSalle, so we didn't go forward with
its bid," said lawyer Steve Sutton, who is representing Guy's in
the bankruptcy proceedings.

Sutton said Guy's would seek bankruptcy court approval of the
Robb group's bid as "the highest and best offer." The group,
which includes other, unspecified investors, has offered $14.35
million for the assets of Guy's. The bid is conditioned on
reaching a financing agreement with LaSalle.

U.S. Bankruptcy Judge Frank Koger scheduled another hearing, at 9
a.m. Friday, to consider the bid, which requires bankruptcy court
approval.

Family Snacks Inc., which operates Guy's, filed for Chapter 11
protection Feb. 14, citing $5.75 million in losses over the
previous 16 months. The 62-year-old company employs 1,000
workers, including 600 at its 325,000-square-foot complex in
Liberty.

The company's plant, after shutting down for a few weeks, resumed
production in late February after LaSalle agreed to continue
funding the operation. Guy's, which makes potato chips and other
salty snack foods, owes LaSalle more than $11 million in
principal.

Besides the Robb group, one other would-be buyer emerged at
Monday's hearing. Sutton said Guy's had been approached by a
group from St. Joseph about a possible asset purchase. But Sutton
said the group's $14.435 million offer was contingent on receipt
of offshore money, making it less attractive to Guy's.

Officials of General Products say they remain interested in
purchasing the assets of Guy's. A lawyer for the company,
Laurence Frazen, said General Products was continuing to pursue a
financing agreement with LaSalle. The bank apparently was not
satisfied with the amount of working capital General Products has
at its disposal.

General Products also faces another potential obstacle. United
Food and Commercial Workers Local 211, which represents most of
the Guy's labor force, says the proposed sale to General Products
would permit the Indiana company to reject the union's collective
bargaining agreement with Guy's. The union has moved for an
injunction barring the sale.

In response, lawyers for Guy's say the agreement would remain in
effect if General Products buys the company.


INTEGRATED HEALTH: To Retain Klehr Harrison as Local Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
Judge Walrath's permission to retain Klehr, Harrison, Harvey,
Branzburg & Ellers LLP as its local counsel, nunc pro tunc to
February 23, 2000.  Joanne B. Wills, Esq., and Steven K.
Kortanek, Esq., lead the engagement, billing, respectively, at
$350 and $240.00 per hour for their services. (Integrated Health
Bankruptcy News Issue 3; Bankruptcy Creditor's Service Inc.)


INTERSCIENCE COMPUTER: Reports Operating Results
------------------------------------------------
Interscience Computer Corporation was organized in 1983 to be a
third-party provider of maintenance services for computer
hardware and related peripheral equipment.  In 1997 the company
filed for Chapter 11 bankruptcy protection.

Prior to January 25, 2000 the company's principal product was a
liquid fusing agent used by the Model 2200 Siemens Printer. The
company sold the fusing agent to distributors of the product
including OCE Printing Systems, USA Inc., The Bradshaw Group and
NCR Corporation. On January 25, 2000, the company sold all of the
assets related to the fusing agent business to the Bradshaw Group
for $550,000 in cash.  Assets included inventory and work in
process located in Chino, California and exclusive right to use
the company's U.S. Fusing Agent Patent number 5,333,042.

The company's sales for the quarter ended December 31, 1999
decreased by $256,709 or 41% (to $366,529) when compared to sales
of $ 623,238 for the quarter ended December 31, 1998. According
to the company the decrease was attributable to the final payment
from the sale of the Xerox maintenance business during the
comparable quarter last year and a decline in parts and
equipment sales during the current quarter of approximately
$100,000 as compared to the quarter ended December 31, 1998.

The company realized net profit of $822,936 in the 1999 quarter
and net profit of $160,184 in the 1998 quarter.


IPM PRODUCTS: Employment Agreement with John Horton
---------------------------------------------------
The debtors, IPM Products Company and IPM Service Corporation
seek court authority to assume an employment agreement with John
Horton.

The agreement sets forth the terms and conditions of Horton's
employment with the debtors.  Horton currently acts as the CEO,
Secretary and a member of the Board of Directors of IPM Service
Corp.

The agreement provides an initial term of his employment for
three years, and automatic extension for one year unless
terminated by the parties.  The agreement provides compensation
in the amount of $200,000 per year, plus certain benefits.  In
the event of termination without cause, Horton's base salary and
benefits continue for a period of twelve months.  There are
contingencies for a termination of employment due to a change in
control of the company.  Such a change is contemplated due to the
sale of the debtors' various businesses expected to occur on
March 16, 2000.  

Horton has agreed to reduce the amount of Severance he is to
receive to $200,000 less amounts that he receives as a Stay
Bonus.  The debtors believe that Horton has undertaken the
marketing of the debtors' businesses as competently as any
investment banker, and that the compensation is justifiable.


IRIDIUM: Japanese Affiliate Seeks To Liquidate
----------------------------------------------
A Japanese affiliate of the troubled U.S. satellite phone venture
Iridium LLC sought government approval on Thursday to liquidate
its operations.

Japan's Ministry of Posts and Telecommunications is expected to
approve the request as soon as Saturday, said a spokesman for DDI
Corp., a telecommunications provider that holds a 50.5 percent
stake in Nippon Iridium Corp.

Seven-year-old Nippon Iridium is set to halt its satellite phone
services that same day, the unidentified spokesman told Dow Jones
Newswires.

The U.S. operator of the Iridium service filed for Chapter 11
bankruptcy protection in August, and losses accumulated by the
Japanese unit have dragged on DDI's earnings.

In its interim earnings report for the fiscal year ending this
month, DDI posted an extraordinary loss of 25.6 billion yen
($242.7 million) related to its investment in Nippon Iridium.

The move to shut down Nippon Iridium came a day after U.S.-based
Iridium received a reprieve from a bankruptcy court.

With only hours to go before Iridium would have been forced to
begin closing down its pioneering service, the court extended the
deadline for the company to find a new backer.

Iridium was launched by U.S. telecommunications giant Motorola
Inc. in 1991 to provide worldwide mobile phone service via
satellite.


IRIDIUM: Receives Bid As Time Runs Out
--------------------------------------
According to a report in the late edition of The New York Times
On March 16, 2000, Iridium L.L.C., received a bid
for its assets from Gene Curcio, head of the closely held
Crescent Communications Inc., Mr. Curcio said.

The court had set Friday, March 17, 2000 as the deadline for
Iridium to obtain bids.  

Motorola, the founder and largest shareholder of Iridium with an
18 percent stake, has said it will wait for the result of the
bankruptcy-court hearing on how it will proceed.


ISHIKAWAJIMA-HARIMA HEAVY INDUS.: To post 90B Yen loss
------------------------------------------------------
Ishikawajima-Harima Heavy Industries Co. (7013) plans to
post some 90 billion yen worth of extraordinary loss for
fiscal 1999 to dispose of retirement fund liabilities,
company sources said Tuesday.

The move will come ahead of the implementation of a new
accounting rule requiring disclosure of such shortages from
fiscal 2000.  The extraordinary loss may increase as the
comprehensive heavy machinery manufacturer will chalk up
losses incurred from the liquidation of some subsidiaries.

But IHI will also enjoy extraordinary profit of about 10
billion yen from the sale of securities holdings. Net loss
will increase to about 70 billion yen, up from the 8
billion yen projected last year. IHI has yet to decide on
the amount of its annual dividend or whether it will pay
one at all. The company paid a 6 yen annual dividend for
fiscal 1998, but paid no half-year dividend for fiscal
1999. (Nikkei  15-March-2000)


KCS ENERGY: Seeks Approval of Disclosure Statement
--------------------------------------------------
The debtors seek approval of a Second Amended Disclosure
Statement filed on March 10, 2000.

The plan is a joint plan of reorganization for each of the
debtors.  The plan provides that the reorganized debtors will
remain in business with a reorganized capital structure.  Funding
will be provided pursuant to the New Credit Facility. The Secured
Bank Claims under the Resource Facility and the Medallion
Facility will be paid in full from funds made available from the
New Credit Facility.  Allowed Other Secured Claims will be paid
in full or reinstated.  Allowed General Unsecured Claims will be
paid in full in the ordinary course of business.  Allowed
Administrative Expense Claims, Allowed Professional compensation
and Reimbursement Claims and Allowed Priority Tax Claims will be
paid in full.

The holders of Old Senior Notes will receive cash equal to the
amount of the accrued and unpaid interest on such notes as of the
last scheduled payment date on such notes prior to the Effective
Date.  At the option of the holders, such notes shall be
reinstated or converted into New Notes.

Th Indenture Trustee for the Old Senior Subordinated Notes will
receive a new Senior Subordinated Note in the principal amount of
$136,094,000.  The holders of Old Senior Subordinated Notes
Claims will receive in exchange for the new note pro rata
distributions of cash in the aggregate amount of $46,875,000 and
shares of New KCS Preferred Stock convertible into 49.9% of all
authorized, issued and outstanding shares of New Common Stock on
the Effective Date, assuming full conversion of such new KCS
preferred stock.

Holders of Old KCS Common Stock Equity interests will retain
their pro rata share of 29,268,310 shares of old KCS common
stock, which will constitute 100% of the authorized issued and
outstanding shares of the Reorganized KCS and 50.1% of the
authorized, issued and outstanding shares of reorganized KCS
assuming full conversion of the New KCS Preferred Stock into New
KCS Common Sock.  

All outstanding warrants and options to acquire shares of Old KCS
Common Stock will be cancelled and the holders thereof will
receive no consideration with respect to such warrants and
options.


LEWIS & PEAT: Exits Chapter 11
------------------------------
According to a report in Rubber & Plastics News on March 13,
2000, Lewis & Peat Rubber L.P., the Middlebury-based rubber
trader, officially is out of Chapter 11 bankruptcy proceedings.

Judge Lorraine Murphy Weil of the New Haven, Conn., federal
bankruptcy court granted the company's motion Feb. 23 to drop the
Chapter 11 filing it made six weeks before.  The U.S. Trustee's
Office and Rabobank, the Singapore bank which is Lewis & Peat's
biggest unsecured creditor, consented to the motion.

The report quoted sources close to the company saying that the
bankruptcy was motivated largely by complications in the
company's relationship with its Indonesian owners Bakrie
Brothers. They also said the company was negotiating a financial
agreement with a pool of bankers led by Rabobank and had separate
discussions with two unnamed equity partners to take over
ownership of the company from Bakrie Brothers and consolidate
Lewis & Peat's financial structure.


PARACELUS HEALTH: Subsidiary Files Chapter 11
---------------------------------------------
PHC Finance Inc., a second-tier subsidiary of Paracelsus
Healthcare Corp., Houston, has filed for chapter 11 protection in
the Southern District of Texas, according to a newswire report.
The subsidiary's principal assets are several medical office
buildings; it does not own or operate and hospital facilities,
and neither the subsidiary or any of the Paracelsus hospital
corporations are guarantors for any obligations of PHC Finance.
The parent company also announced that it does not expect to pay
by today its scheduled interest payment of $16.25 million, which
was originally due Feb. 15. The company has been in negotiations
with major holders of the notes for which the interest is due.
Paracelsus said the notes are unsecured claims against the
company only, and that the note holders have no claim against any
of its hospital operating subsidiaries or their assets. (ABI 16-
Mar-00)


ROBERDS: Seeks Order Extending Time To Assume/Reject Leases
-----------------------------------------------------------
The debtor, Roberds, Inc. seeks to extend the time to assume,
assume and assign or reject any unexpired nonresidential real
property leases through and including the confirmation date of a
plan of reorganization proposed by the debtor.

The debtor is lessee under approximately thirty leases.  The
debtor states that the large number of leases make it
impracticable for the debtor to fully evaluate each of the leases
at this time to determine whether the assumption or rejection of
such leases is in the best interest of its estate and creditors.  
The debtor needs additional time to analyze and gauge the
performance of its various stores and determine the number and
location of stores which will maximized profits.

The debtor requests that the court grant an extension of time,
through and including the Confirmation Date.


SMARTONE TELECOM.HOLDINGS: Posts loss of $393M
----------------------------------------------
A significant write-off for handset subsidies dragged
SmarTone Telecommunications Holdings' interim results into
the red with a net loss of $393 million.

For the six months to December 1999, the cellular phone
operator incurred an exceptional loss of $488 million. Of
this 72 per cent was due to the write-off on handsets and
10 per cent to air-time write-offs.  The result confounded
market expectations and was a stark contrast to the net
profit of $480.47 million for the 1998 half.  Some analysts
had expected a smaller handset write-off and an interim net
profit of about $100 million.

"We made a decision to write-off outstanding handset
subsidies and other items so our future earnings will
better reflect our operational performance as we rapidly
evolve into a mobile mutlimedia operator," chief executive
officer Ian Stone said. "We don't expect to repeat that
(write-off) in the second half."

Profit before taxation and exceptional losses was also well
down, at $95 million against $525 million a year earlier.
Turnover declined by 15 per cent to $1.47 billion year-on-
year but grew by 10 per cent when compared with the second
half of last fiscal year.  Mr Stone said he was confident
of further growth for SmarTone.

"Our focus is to continue to grow our customer base. We are
well-positioned to do that," he said. "All the trends we've
seen are positive and will continue throughout the year,
particularly when we introduce new revenue strength."

SmarTone's customer base grew by 17 per cent during the
first half, nearly double the industry average of 9 per
cent, Mr Stone said.  It has acquired a mobile customer
base of 760,000 while its iSm@rt Internet customers grew
more than 12 times to 200,000 by the end of last year.
Mr Stone said the growth in customer base was underpinned
by the company's competitive service offerings and
strategies, especially in hi-tech services.

"This year, we focus on improving and increasing the value
to our customers and forming customer base, and less focus
on the price war," Mr Stone said.

Amidst fierce competition, SmarTone recorded a churn rate
of 3 per cent, down from a peak of 9 per cent when mobile
number portability was introduced a year ago.  The average
revenue per user (ARPU) fell by 29 per cent to $305 in the
first half when compared with $393 by end-June 1999.
However, Mr Stone said the ARPU had stabilised.  The
company is considering raising tariffs.

"We are currently considering the market conditions for the
timing. We do see the need to raise some of the pricing (in
the second half)," Stone said.

While continuing to strengthen its existing services on
mobile voice, wireless data, IDD and the Internet, SmarTone
is expanding aggressively into new business areas such as
broadband multimedia services and mobile e-commerce. It has
applied for a local wireless fixed telecommunications
network services licence, as well as an external satellite-
based licence with an associated licence to install a
satellite dish in the Chung Hom Kok Teleport.

Mr Stone said he wants a minimum 20-per-cent market share
in the broadband sector.  He expects new businesses to
contribute up to 30 per cent of the group's total revenue
in the next three years.  In term of partnership, SmarTone
would continue its co-operation with Sun Hung Kai
Properties and its Internet arm, SUNeVision.

"We continue to look at the whole variety of partnership
with SHKP, part of it is to accelerate the access for the
local multipoint distribution system in all SHKP's
developments," Stone said.

The company is also partnering with SUNeVision's
information technology service for the provision of WAP.
SmarTone declared an interim dividend of 11 cents a share,
down 11 cents from a year earlier.  David Gibbons, a
telecom analyst with HSBC Securities expects the company's
profitability to recover in the coming years.

"Its revenue will mostly come from wireless fixed network
service and mobile data," said Gibbons.

He also expects to see higher tariffs later this year
because of the improving economy.  Edmond Cheung, a telecom
analyst with Core Pacific Group said the company's profits
would be better in the second half, riding on economic
recovery and a pick-up in private consumption. Analysts
said they expected SmarTone to stay in the red for the
remainder of the year.  Richard Ferguson, an analyst at
Nomura Securities, forecast SmarTone would post a HK$200M
full-year loss.  (Hong Kong Standard, South China Morning
Post  15-March-2000)


SUNRISE DEVELOPMENT: Files For Bankruptcy Court Protection
----------------------------------------------------------
THE KANSAS CITY STAR reports on March 14, 2000, that the
developer of a stalled golf course and housing project in
Leavenworth County has filed for bankruptcy court protection from
creditors while it tries to reorganize its finances.

According to Chapter 11 filings in U.S. Bankruptcy Court in
Topeka, Sunrise Development, developer of Prairie National
Estates, has almost $4 million in debts and $140,300 in assets.

The bankruptcy was filed Feb. 18.  According to bankruptcy
filings, Sunrise Development has $1.7 million in secured claims,
$2.3 million in unsecured claims and $2,400 in unsecured priority
claims.


SUNTERRA: Reports $58.4 Million Loss, Sees Liquidity Risk
---------------------------------------------------------
Sunterra Corp., Orlando, Fla., reported a net loss of $58.4
million for the three months ending Dec. 31, as compared to net
income of $11.5 million for the same period a year earlier,
according to The Wall Street Journal. The company attributed most
of the loss to a $43 million charge for mortgage receivables, or
mortgages that time share owners had stopped paying. Although the
charge was in the range the company expected, the earnings were
significantly less than anticipated. Sunterra has cut staff and
implemented expense controls to result in a savings of $15
million annually. It also has reorganized its U.S. business. But
the company also said it "continues to face liquidity risks"
because it has exceeded "triggers" on several credit facilities.
It is negotiating with lenders for waivers and advances. Sunterra
has arranged with Finova Capital Corp. a $25 million expansion of
an existing credit line. Sunterra is one of the largest time
share resort companies with 88 locations around the world.
(ABI 16-Mar-00)


TEXFI INDUSTRIES: Emergency Motion For Post-Petition Financing
--------------------------------------------------------------
The debtor, Texfi Industries, Inc. seeks an emergency order
authorizing the debtor to obtain post-petition financing and
other extensions of credit on an emergency, interim basis from
Fleet Nation Bank, f/k/a BankBoston, NA and The CIT
Group/Commercial Services, Inc.

As of the petition date, the debtor was indebted to the Revolving
Lenders under the Pre-petition loan agreement in the approximate
aggregate principal amount of $16,850,000.  The debtor seeks
post-petition asset-based lending in the aggregate sum of $22.5
million.


TV FILME: First Amended Disclosure Statement
--------------------------------------------
TV Filme, Inc. submitted a Disclosure Statement to the holders of
claims against the debtor and the holders of equity interests in
the debtor in connection with the solicitation of acceptances or
rejections of the proposed First Amended Plan of Reorganization

The plan is based upon a Restructuring Agreement dated as of
January 24, 2000 among the debtor and certain specified holders
of the debtor's 12 7/8% senior notes due 2004.  To implement the
plan, the debtor will form a new Cayman Islands entity, "the
reorganized debtor," to which the debtor will transfer its assets
and which will be the successor in interest to the debtor upon
the Effective Date.  

The reorganized debtor will contribute as equity to its
subsidiary, ITSA, such portion of an existing inter-company note
owed to it by ITSA equal to $105 million less an amount equal to
the amount of the fee, if any, imposed by the Central Bank of
Brazil in connection with the bank's approval of the debt
restructuring contemplated by the plan.  

The terms of the remaining amount due on the ITSA Note, which
remaining amount will equal $35 million plus an amount equal to
the amount of the Central Bank fee, will be amended and restated,
and new notes in the aggregate principal amount of $35 million
plus fees will issued to the reorganized debtor which will then
assign the new secured notes to holders of the secured notes,
together with $25 million in cash and 80% of the new equity
interests in the reorganized debtor.  Allowed general unsecured
claims, if any, will receive payment in full in cash, the
debtor's management will receive 15% of the new equity interests
and holders of allowed equity interests will receive 5% of the
new equity interests.


UNIVERSAL EXPRESS: Announces New Ancillary Businesses
-----------------------------------------------------
The business of Universal Express, Inc. has undergone major
transitions in recent years.  Management has developed new
ancillary businesses to support its core packaging and shipping
businesses.

USXP's principal subsidiaries and divisions include:
Private Postal Network.com
The Postal Business Center Network.com
Manhattan Concierge
SkyNet Worldwide Express
WorldPost Network.com
Images Design and Marketing
UniqueNet, Inc.
Packaging Plus Services, Inc.

The company reported net revenues of $1,395,557 in the three
months ended December 31, 1999 with a net loss of $877,143.  In
the same period of 1998 net revenues were $664,665 and net loss
$398,405.

In the six months ended December 31, 1999 net revenues for the
company were $2,730,001 with a net loss of $1,949,773 while in
the same six month period of 1998 net revenues were $1,300,483
and a net loss of $1,177,042.


WSR CORP: Extension of Time To Assume/Reject Unexpired Leases
-------------------------------------------------------------
The debtors, WSR Corporation, R&S/Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp. seek a
court order extending the period within which the debtors must
assume or reject unexpired leases of nonresidential real
property.

On February 29, 2000, the debtors, in response to several offers
that had been received, conducted an auction for the sale of
substantially all of their assets.  It was determined that he
final offer made by R&S Parts and Services, LLC and SBCG Strauss,
LLC was the highest and best offer for the Assets.  At the March
1, 20-00 hearing, the debtors will be seeking the court's
authorization to sell the assets to the purchaser.  The sale
contemplates the assumption and assignment of the leases.

Because the leases are among the most valuable assets of the
Chapter 11 estates, and because the sale of the assets to the
purchaser will likely close after the expiration of the current
period during which the leases may be assumed or rejected, the
debtors, out of an abundance of caution, move for an extension of
their time to assume or reject the leases.

The debtors seek an order extending the period to assume or
reject leases by approximately 60 days, until May 5, 2000.


DLS CAPITAL PARTNERS: Bond Pricing For Week of March 13, 2000
-------------------------------------------------------------
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                          13 - 15 (f)
Ameriserve 8 7/8 '06                           12 - 14 (f)
Asia Pulp & Paper 11 3/4 '05                   87 - 88
E & S Holdings 10 3/8 '06                      37 - 40
Fruit of the Loom 8 7/8 '06                     4 - 6 (f)
Genesis Health 9 3/4 '05                       10 - 12
Geneva Steel 11 1/8 '01                        21 - 22 (f)
Globalstar 11 1/4 '04                          42 - 45
Hechinger 9.45 '12                              5 - 8 (f)
Integrated Health 9 1/4 '08                     2 - 5 (f)
Iridium 14 '05                                  2 - 3 (f)
Loewen 7.20 '03                                44 - 46 (f)
Paging Network 10 1/8 '07                      77 - 79 (f)
Pathmark 11 5/8 '02                            36 - 38
Pillowtex 10 '06                               34 - 38
Revlon 8 5/8 '08                               43 - 45
Rite Aid 6.70 '01                              58 - 60
Service Merchandise 9 '04                      12 - 13 (f)
Sunbeam 0 '18                                  14 - 15
TWA 11 3/8 '06                                 33 - 35
United Artists 9 3/4 '08                        2 - 5 (f)
Vencor 9 7/8 '08                               18 - 20 (f)



                  *********

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.

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