TCR_Public/000330.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Thursday, March 30, 2000, Vol. 4, No. 63  

CARSON INC: Served With Investigation By DOJ
CDNOW INC: Online Music Retailer Could Face Bankruptcy
CENTENNIAL COMMUNICATIONS: Private Placement Transaction
CRESCENT REAL ESTATE: Moody's Lowers Ratings; Outlook Is Negative
CROWN PAPER: Crown Vantage Enters Forbearance Agreement

DIAMOND ENTERTAINMENT: Annual Meeting Set For April 27
EAGLE FOOD: Taps Retail Consulting Services, Inc.
ENTEX INFORMATION SERVICES: Shareholders Report Interests
FIRSTPLUS FINANCIAL: Creditors Submits List of Candidates
GENICOM: Sale of Substantially All Assets

GRAEME LIMITED: Seeks Extension of Exclusive Periods
GRAEME LIMITED: Semi-Tech and Bank of New York Settle Dispute
GREATE BAY: Reports Net Loss of $3.1 Million
HHRG: Golden West Subsidiary Files Chapter 11
HURRICANE HYDROCARBONS: Shareholders Approve Resolutions

INTERSCIENCE COMPUTER: Annual Meeting of Stockholders
JITNEY JUNGLE: Harvest Foods To Purchase Two Stores
KMART: Releases Financial Information
KEY PLASTICS: Vital Information
LIGHTHOUSE INTERNATIONAL: Case Summary and 11 Largest Creditors

MARINA DEVELOPMENT: Case Summary and Largest Unsecured Creditor
MICHAEL PETROLEUM: Withdraws Motion To Extend Exclusivity
MITSUBISHI: DaimlerChrysler Buys Controlling Stake
NATIONSWAY: Responds To Objection to Disclosure Statement
NMT MEDICAL: Enters Sale Agreements For Certain Assets

PACIFIC LIFE: Ross Invests in Korean Life Insurance Company
PHYSICIANS RESOURCE: Appointment of Physicians' Committee
SHARPE RESOURCES: Reorganization Plan Confirmed on March 27, 2000
THERMATRIX: Thermatrix and Dow Chemical Finalize Agreement
TOWER AIR: Taps Goldin Associates as Financial Advisor

TULTEX: May Not Have Enough Money To Pay Creditors
UBIQUITEL OPERATING CO.: Moody's Assigns Ratings
USTI: Court Approves Bid For Purchase of CPS Assets


CARSON INC: Served With Investigation By DOJ
Carson, Inc. reports that it understands that a second request
for additional information has been delivered by the Department
of Justice to Cosmair, Inc., under the Hart-Scott-Rodino
Antitrust Improvements Act in connection with Cosmair's pending
offer for all the issued and outstanding shares of the company.
In this connection, Carson has been served with a civil
investigative demand by the Department of Justice for additional
documentation. The parties indicate they intend to comply with
these requests as soon as "practicable".

CDNOW INC: Online Music Retailer Could Face Bankruptcy
CDnow Inc., a Fort Washington, Pa., online music retailer, faces
"substantial doubt about its ability to continue as a going
concern," warned Arthur Andersen LLP, the company's auditors,
according to The Wall Street Journal. Arthur Andersen cited the
company's recurring losses from operations, its "working capital
deficiency" and "significant payments" due this year on marketing
agreements. CDnow said it has enough cash to meet its payment
obligations until Sept. 30, but said it is "actively seeking"
financing or a merging partner.(ABI 29-Mar-00)

CENTENNIAL COMMUNICATIONS: Private Placement Transaction
Centennial Communications Corp. anticipates offering $250,000,000
in aggregate principal amount of senior subordinated notes due
2007 in a private placement transaction. The net proceeds from
the offering are expected to be used to pay for acquisitions in
Puerto Rico, investments in the Dominican Republic and other
general corporate purposes.

The notes anticipated to be offered and sold will not be
registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent such registration or
an applicable exemption from such registration requirements.

CRESCENT REAL ESTATE: Moody's Lowers Ratings; Outlook Is Negative
Moody's Investors Service lowered its senior unsecured debt
rating of Crescent Real Estate Equities Limited Partnership
(Crescent) to Ba3, from Ba1. The rating agency has also lowered
its rating on the cumulative preferred stock of Crescent Real
Estate Equities, Inc. to "b2", from "ba3". Crescent Real Estate
Equities Limited Partnership is the operating partnership of
Crescent Real Estate Equities, Inc. Moody's opinion does not
extend to Crescent's $850 million syndicated bank loan financing.
The rating outlook for Crescent is negative, reflecting ongoing
uncertainty around the REIT's ability to perform against its
stated strategic and financing plans. A revision of the outlook
from negative to stable will depend upon Crescent's ability to
execute its business plan, including the sale of its behavioral
healthcare facilities and other non-core assets, and to
materially improve its leverage and coverage ratios.

According to Moody's, these rating actions reflect the REIT's
constrained financial flexibility due to increased levels of
secured debt, weakening coverage ratios, an aggressive share
repurchase plan and continued challenges with its behavioral
healthcare portfolio. Moody's noted, however, that the REIT's has
recently sold some of its behavioral healthcare facilities, which
is a credit positive. Although recent financings address the
majority of Crescent's near-term debt maturities, floating rate
debt as a percentage of total debt remains high at around 28%. We
anticipate that Crescent will take steps to further reduce its
exposure through hedge agreements and asset sales. Moreover,
higher capital costs associated with the recent financings are
expected to weaken the REIT's fixed charge coverage.

Of particular concern is the REIT's plan to buy up to $500
million of its shares to be funded with asset sales and creative
financing arrangements. Moody's cited a $100 million leveraged
stock repurchase agreement with Warburg Dillon Read in which the
bank will purchase the REIT's stock in the open market, and where
Crescent has the option to repurchase the stock by January 2001.
Crescent will be required to repay the $100 million with cash
and/or the issuance of additional shares, potentially resulting
in higher debt levels.

Uncertainty around management's medium and long-term strategic
profile continues to be a credit concern. Moody's believes that
Crescent will continue to embrace an aggressive, opportunistic
and partly leveraged growth strategy, heightening the REIT's
credit risk profile. Over the near-term, Moody's anticipates that
the REIT will maintain its current business mix of office, luxury
hotels/resorts, residential development, temperature controlled
logistics and behavioral healthcare. Moody's views these real
estate asset classes as being more risky as they are capital and
management intensive and generally have volatile cash flows.
Crescent's access to public debt and equity is limited. As such,
the REIT may not be able to remain committed to this strategy.
Significant shifts in portfolio strategies which heighten the
REIT's credit risk could place downward pressure on its ratings.

Moody's ratings continue to reflect the REIT's good asset and
tenant diversification, its primary focus on class A office
portfolio, its healthy operating performance, and its manageable
lease expirations and improved debt maturity schedule. Moody's
also noted the REIT's savvy management team, which has a
demonstrated expertise in structuring complex transactions.
Although the REIT's office portfolio is highly concentrated in
low-barrier-to-entry markets in Texas and vulnerable to
overbuilding, current rent levels in Crescent's properties are
significantly below market and should help reduce earnings
volatility during market downturns.

The following ratings were lowered:

Crescent Real Estate Equities Limited Partnership - Senior
unsecured debt to Ba3, from Ba1.

Crescent Real Estate Equities, Inc. - Cumulative preferred stock
to "b2", from "ba3"; cumulative preferred stock shelf to (P)"b2",
from (P)"ba3", and non-cumulative preferred stock shelf to
(P)"b3", from (P)"b1".

Crescent Real Estate Equities, Inc. [NYSE: CEI], headquartered in
Fort Worth, Texas, is a fully integrated "paper-clipped" umbrella
partnership real estate investment trust (UPREIT). As of December
31, 1999, Crescent Real Estate Equities Limited Partnership owned
or had interests in 89 office properties, 7 retail properties, a
39.6% interest in 89 temperature controlle logistic facilities,
88 behavioral healthcare facilities, 8 full service hotels, 2
destination health and fitness resorts, and interests in 5
residential development corporations. Crescent had total assets
of approximately $5.0 billion (book) and total partners' capital
of approximately $2.2 billion (book) at December 31, 1999.

CROWN PAPER: Crown Vantage Enters Forbearance Agreement
Crown Vantage entered into a forbearance agreement with its
existing bank lenders until March 20, 2000.  Under the
forbearance agreement, the bank lenders would not exercise
remedies available to them under the bank credit agreement as a
result of Crown Vantage's existing violations of the
credit agreement.

As previously announced, the company's lenders waived until March
10th a default under the company's bank credit agreement that
would otherwise have occurred on March 1st.

Crown Vantage is one of the world's leading manufacturers of
value-added papers for printing, publishing and specialty
packaging.  With nine mills internationally, the company has
capacity to manufacture more than 750,000 tons of specialty
papers per year.  Its diverse products are tailored for
the special needs of target markets.  End users include specialty
magazines and catalogs, financial printing and corporate
communications, packaging and product labels, coffee filters and
disposable medical garments - and hundreds more.

DIAMOND ENTERTAINMENT: Annual Meeting Set For April 27
Stockholders of Diamond Entertainment Corporation are being
invited to attend the annual meeting of the shareholders of the
company, a New Jersey corporation, to be held on April 27, 2000
at 3:00 P.M., local time, at the offices of Diamond Entertainment
Corporation, 800 Tucker Lane, Walnut, California 91789. At the
annual meeting, shareholders will be asked to consider and vote
upon (I) the election of one Class 1 director and two
Class 2 directors to the Board of Directors of the company for a
term of three years; (II) the ratification of Merdinger,
Fruchter, Rosen & Corso, P.C. as the independent certified public
accountants of the company; (III) the increase of the authorized
common stock of the company from 100,000,000 shares of common
stock, no par value, to 600,000,000 shares; (IV) the approval and
consent giving the Board of Directors of the company the
authority and power to effectuate a reverse stock split up to a
maximum ratio of 10 to 1 of the authorized shares of the common
stock of the company; and (V) any other business properly

Time will be set aside during the meeting to discuss each item of
business and for other questions relating to the company.
Representative members of management will be on hand for this
purpose, including a representative from the auditor.

EAGLE FOOD: Taps Retail Consulting Services, Inc.
The debtor, Eagle Food Centers, Inc. seeks court authority to
employ and retain Retail Consulting Services, Inc. as real estate
consultants to provide services, including relating to the re-
negotiation of the debtor's various leaseholds pursuant to the
terms of an engagement letter dated March 15, 2000.

The firm will provide the debtor with the following services:

Create a lease portfolio book showing the current lease terms of
each store;

Analyze all the debtor's real estate assets;

Negotiate rent reductions and other modifications to leases with

Negotiate and settle rejection damage claims by landlords'

Assist documentation of all lease modification proposals and
provide timely status reports of such progress; and

Attend and participate in all hearings and meetings as requested.

The firm's fees are based on the savings that Retail Consulting
generates.  The firm's lease-specific fee for renegotiating lease
terms will be 4% of the present value using a discount rate of 9%
of the total "Net Reduction Savings" which is the total net
savings discounted to present value for the period commencing on
the first calendar month in which the Net Reduction Savings shall

Where there are no monetary savings, but the firm negotiates
lease modifications, the firm will receive $7,500 per lease.

Retail Consulting will also receive 3% of the gross proceeds from
the transfer or sale pertaining to a designated disposition of
property.  Such fee to be paid only upon closing.

ENTEX INFORMATION SERVICES: Shareholders Report Interests
Siemens Aktiengesellschaft and Emilia Acquisition Corporation
reports holding a 75.3% interest in Entex Information Services
Inc. by virtue of their beneficial ownership of 24,719,596 shares
of the common stock of Entex.  The firms share voting and
dispositive powers.  Siemens Aktiengesellschaft, is a corporation
organized under the laws of the Federal Republic of Germany and
Emilia Acquisition Corp., is a corporation organized under the
laws of the State of Delaware. Acquisition is an indirect wholly
owned subsidiary of Siemens AG and a direct wholly owned
subsidiary of Siemens Corporation, a corporation organized under
the laws of the State of Delaware.

Siemens AG's principal business is the design, development,
manufacture and marketing of a wide variety of electrical and
electronics systems.

Siemens is a wholly-owned subsidiary of Siemens AG. Siemens
serves as the holding company for the businesses of Siemens AG in
the United States, and is responsible for developing,
coordinating and maintaining the overall business strategy of
Siemens AG in the United States.

Acquisition was organized for the purpose of effecting the merger
and related transactions Siemens, Acquisition and Entex have
entered into under an Agreement and Plan of Merger, dated March
13, 2000.  In the agreement Entex has agreed to consummate the
merger of Acquisition with and into the company. The merger is
subject to certain conditions including the expiration or early
termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Siemens, through Acquisition, will acquire in the merger all of
the outstanding common stock of Entex for an aggregate cash
purchase price of $105 million less several transactional

FIRSTPLUS FINANCIAL: Creditors Submits List of Candidates
The official Unsecured Creditor's Committee of FirstPlus
Financial, Inc. submits the following list of proposed candidates
for Trustee:

Jeffrey H. Beck - standard hourly rate of $375.
John T. Grgsby, Jr - $200 per hour
Dan Lain - $195-$235 per hour
David T. Obergfell - Blended hourly rate of $195 per hour

Both Lain and Obergfell agree to an absolute cap on their fees.

A hearing in connection with the debtor's third amended plan of
reorganization dated February 4, 2000 will be held on April 5,
2000 at 9:15 AM, US Bankruptcy Court for the Northern District of

GENICOM: Sale of Substantially All Assets
A hearing will be held on March 30, 2000 at 1:30 PM, US
Bankruptcy Court, District of Delaware, for an order establishing
procedures for a sale of substantially all of the assets of the
debtor, Genicom Corporation.

After consultation with its secured lenders, the debtor entered
into a Term Sheet with Platinum Equity Holdings for the purchase
of substantially all of the assets, including debtor's stock in
its various domestic and foreign subsidiaries and causes of
action for a sale price of $42 million plus the "Compaq

The "Compaq Adjustment" means the greater of $3 million and 40%
of any recovery in excess of $10 million received by Platinum in
litigation or settlement of the Compaq claim.

In the event that Platinum does not execute an Asset Purchase
Agreement on or before April 7, 2000 which incorporates the
provisions of the Term Sheet, or in the event the debtor receives
a qualifying offer or offers for substantially all of the Assets
which is $500,000 in excess of the Platinum offer, the debtor
will conduct an auction of the assets at the GENIOCOM offices,
14800 Conference Center Drive, Suite 400, Chantilly, Virginia on
April 28, 2000 at 10:00 AM.

In the event an auction is held, bids must be in increments of no
less than $100,000 over the previous bid.

The sale motion will be held on May 3, 2000 at 1:30 PM.

The debtor has agreed to a breakup fee to reimburse Platinum for
its costs and expenses.  The amount of the breakup fee is
$500,000.  On March 13, 2000, the court entered an order
approving use of cash collateral and authorizing the debtor to
enter into DIP financing with its prepetition secured lenders.  
The amount to be advanced under the DIP Financing is $6.2
million. A final hearing is set on the DIP Financing motion for
March 30, 2000 at 1:30 PM.

GRAEME LIMITED: Seeks Extension of Exclusive Periods
The debtor, Graeme Limited, Semi-Tech Corporation, and ISTM
Investments (Barbados) Inc., seek a court order extending the
exclusive periods during which the debtors may file a Chapter 11
plan or plans and solicit acceptances thereof, subject to the
right of the Official Committee of Unsecured Creditors to file a
plan and solicit acceptances.  A hearing on the motion will be
held on March 30, 2000, at 10:00 AM before the Honorable Burton
R. Lifland, US Bankruptcy Court for the Southern District of New

The debtors seek to extend the exclusive periods during which the
debtors may file a Chapter 11 plan or plans and solicit
acceptances thereof an additional 60 days through and including
June 5, 2000 and August 4, 2000 respectively.

The debtors claim that their cases are complex, and sufficiently
large to warrant at least one extension.  There are numerous
complex intercompany transactions, and the Committee is still
investigating the "Russian Transactions."

Certain litigation has already been commenced by and among the
debtors, the Committee, Singer and Akai concerning approximately
$10.3 million which Akai deposited with the Court registry.

The existence of an unresolved contingency and the need to
resolve claims that may have a substantial effect on a plan
warrants an extension of exclusivity, including the course of
significant litigation, the disposition of the Bond collateral
and the STM properties and the Audit.

GRAEME LIMITED: Semi-Tech and Bank of New York Settle Dispute
Semi-Tech Corp. is seeking bankruptcy court approval of an
agreement that would allow the Bank of New York, as indenture
trustee for the company's secured notes, to foreclose upon and
assume ownership of the company's 49.6% interest in Singer Co.
The agreement, if approved by the court, would resolve disputes
that have been going on since last summer between Semi-Tech, the
bank and certain holders of the company's senior discount notes
due 2003. The disputes relate to the bank's and noteholders'
rights to take control of about 25 million common shares in
Singer that are owned by Semi-Tech's indirectly wholly-owned
bankrupt subsidiary Graeme Ltd. (The Daily Bankruptcy Review and
ABI 29-Mar-00)

GREATE BAY: Reports Net Loss of $3.1 Million
Greate Bay Casino Corporation (OTC Bulletin Board: GEAAQ)
reported a net loss of $3.1 million, or $0.59 per share, for the
fourth quarter of 1999 compared to a net loss of $825,000, or
$0.16 per share for the fourth quarter of 1998.  For the year
1999, the Company reported net income of $76.1 million, or $
14.68 per share, compared to net income of $24.5 million, or
$4.72 per share, for 1998.

Net revenues for the fourth quarter of 1999 amounted to $747,000
compared to net revenues of $2.8 million for the fourth quarter
of 1998.  Consolidated net revenues for the year 1999 totaled
$6.4 million, compared to net revenues of $ 9.0 million for 1998.

Net income reported for 1999 includes a gain of $85.6 million
resulting from elimination of the Company's equity in Pratt
Casino Corporation and its subsidiaries which filed for
protection under Chapter 11 of the United States Bankruptcy Code
in May 1999.  Under the terms of a prenegotiated plan of
reorganization which was consummated in October 1999, ownership
and operating control of these entities by Greate Bay was

Net income reported for 1998 includes a gain of $27.5 million
resulting from the elimination of the Company's investment in its
primary subsidiary, Greate Bay Hotel and Casino, Inc. (GBHC),
which owns the Sands(R) Hotel & Casino in Atlantic City, New
Jersey.  GBHC filed for relief under Chapter 11 of the United
States Bankruptcy Code in January 1998.

The Company's remaining operations consist primarily of Advanced
Casino Systems Corporation (ACSC), a computer software company
which licenses casino information technology systems to the Sands
and to Hollywood Casino Corporation, as well as to non-affiliated
casino companies.

ACSC reported a net loss of $564,000 and net revenues of $5.9
million for 1999 compared to net income of $813,000 and net
revenues of $5.3 million for 1998.  The decline in net income was
attributed to increased marketing and development costs.

HHRG: Golden West Subsidiary Files Chapter 11
Golden West Refining Corporation Ltd, the company at the centre
of an international gold scandal, said today its US subsidiary
Handy & Harman Refining Group Inc (HHRG) had filed a petition
under Chapter 11 of the US Bankruptcy Act.

The move follows the mystery loss of $20 million of gold from
HHRG in Peru and the indictment of two of its senior executives
on fraud charges.

Golden West today said it had been supporting HHRG in
discussions with bankers and financiers with a view to providing
on-going financing of HHRG's metal inventory.

The Perth-based company, which is Australia's biggest gold
refiner, also said it had reached agreement with HHRG's bankers
and financiers which included HHRG making a consensual
application under Chapter 11. Golden West said the move was
designed to protect the interests of all creditors.

A spokesman for NM Rothschild, which owns 50 per cent of Golden
West said HHRG had not filed for bankruptcy but was protected
under Chapter 11 while it considered its options.

The move follows a report in the Australian newspaper this week
that $20 million worth of gold bought by the US subsidiary in
Peru had been missing since some time after September last year.
In addition, in a separate incident, two former HHRG executives,
including president and chief executive Barry Wayne, and a
consultant have been indicted by the US Department of Justice in
relation to an alleged US$130 million fraud against the
Argentinian government.

According to the report, Mr Wayne was responsible for buying the
missing Peruvian gold. The Rothschild spokesperson said Golden
West was limited in what it could say because the matter was
under federal investigation in the US.

But he pointed out the incidents leading to the indictments
occurred prior to Golden West's purchase of HHRG in 1996.
The indictments alerted Golden West and through its own
investigation the company is now looking into the possibility of
alleged fraud or theft of gold from Peru.

Meanwhile, all of HHRG's bank accounts have been frozen and
claims have been lodged with insurance companies to cover the
loss of the gold.

Golden West warned the Australian Stock Exchange in February
that it expected heavy losses from its subsidiary.  The company
said yesterday that a significant write down of the assets would
be required with the amount to be revealed in its full
year result. Golden West's full year ends on March 31.

Shares in Golden West were suspended on February 28.

HURRICANE HYDROCARBONS: Shareholders Approve Resolutions
Hurricane Hydrocarbons Ltd. ("Hurricane") announces
that its shareholders approved all resolutions at the company's
Annual and Special meeting. These were the final approvals
necessary to close a number of important transactions on or about
March 31, 2000, including:

- the emergence from court protection under the Companies'
Creditors Arrangement Act

- the release of approximately US$25 million raised via a special
warrants bought deal

- the acquisition of the Kazakhstan refinery OJSC

Bernard Isautier, Hurricane's President and Chief Executive
Officer stated, "Shareholder approval of the resolutions passed
today will allow Hurricane to become the largest private
integrated oil company in Kazakhstan. Looking forward, Hurricane
is committed to increasing shareholders' value. This will be
accomplished by focusing on increasing production and reserves,
enhancing the economic yield of the Shymkent refinery, developing
export opportunities, reducing overhead and operating costs and
seeking upstream acquisition opportunities."

Hurricane's shares trade on the Toronto Stock Exchange under the
symbol HHL.A and on the National Quotation Bureau (NQB) under the
symbol HHLFQ. The company's website can be accessed at

INTERSCIENCE COMPUTER: Annual Meeting of Stockholders
Interscience Computer Corporation will be holding its annual
meeting of stockholders at the principal executive offices of the
company, located at 600 Hampshire Road, Suite 105, Westlake
Village, California, on Monday, April 17, 2000 at 2:00 p.m.
P.S.T. for the following purposes:

1. To elect five members of the Board of Directors to serve until
the next annual meeting of shareholders;

2. To amend the Articles of Incorporation to change the name of
the company to CaminoSoft Corp.;

3. To amend the Articles of Incorporation to increase the
authorized shares of common stock from 10,000,000 to 100,000,000;

4. To approve the company's 2000 Option Plan; and

5. To consider other matters and transact other business as may
properly come before the meeting.

The Board of Directors is not currently aware of any other
business to come before the annual meeting.  The Board has fixed
the close of business on March 6, 2000 as the record date for the
determination of shareholders entitled to notice and to vote at
the meeting.

JITNEY JUNGLE: Harvest Foods To Purchase Two Stores
The company that operates Harvest Foods supermarkets has
purchased two of three Little Rock-area Jitney Jungle

John Miller, Harvest Foods owner and operator, made the
announcement Tuesday.

Jitney Jungle Stores of America Inc., based at Jackson, Miss.,
announced Monday it was pulling out of the Little Rock and
Memphis, Tenn., markets, as part of its reorganization plan in
federal bankruptcy court.

KMART: Releases Financial Information
Kmart Corporation's fiscal year ends on the last Wednesday in
January. In releasing its financial information Kmart reports net
annual income for fiscal 1999 of $403 as compared to that of
fiscal 1998 when net annual income was $518.  Sales for fiscal
1999 were $35,925 as compared to $33,674 in fiscal 1998.

KEY PLASTICS: Vital Information
On March 23, 2000, Key Plastics L.L.C. and certain of its
domestic affiliates filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code in the U.S. Bankruptcy Court
for the Eastern District of Michigan, Southern Division.  The
case number is 00-44478-R, indicating an assignment to Judge
Rhodes. Sandra Mayerson, Esq., at Holland & Knight (212-513-3200)
in NYC is attorney to the debtor, and an article appearing in
this week's Automotive News relates that David Resnick of Peter
J. Solomon Co. was working as the company's financial advisor
immediately prior to the filing.  

LIGHTHOUSE INTERNATIONAL: Case Summary and 11 Largest Creditors
Debtor: Lighthouse International
        PO Box 14442
        Durham, NC 27709

Type of Business: Transportation - charter buses

Petition Date: March 9, 2000   Chapter 11

Court: Eastern District of North Carolina

Bankruptcy Case No.: 00-00483

Judge: A. Thomas Small

Debtor's Counsel: Michael Ryan Dyson
                  Dyson, Bradford & Kilbourne, PLLC
                  7501 Creedmoor Road, Suite 110
                  Raleigh, NC 27613
                  (919) 844-6999

Total Assets: $ 3,366,855
Total Debts:  $ 3,146,446

11 Largest Unsecured Creditors

Overland Charters Inc.            $ 200,000
Parrish Tire                       $ 26,000
Fuel Man of the
Carolinas, Inc.                    $ 14,000
Universal Coach Parts               $ 9,466
Conseco Finance f/k/a
Greentree                          $ 38,000
Conseco Finance f/k/a
Greentree                          $ 38,000
Conseco Finance f/k/a
Greentree                          $ 38,000
Bell South Advertising              $ 5,000
AMI                                $ 34,600
GE Capital                         $ 10,100
First Union Nat'l Bank             $ 13,700

MARINA DEVELOPMENT: Case Summary and Largest Unsecured Creditor
Debtor: Marina Development Associates, LP
        41 West 58th Street
        Suite 10D
        New York, NY 10019

Petition Date: March 28, 2000  Chapter 11

Court: Southern District of New York

Bankruptcy Case No.: 00-11252

Debtor's Counsel: Tracy L. Klestadt
                  Tracy L. Klestadt & Associates
                  The Chrysler Building
                  405 Lexington Avenue
                  42nd Floor
                  New York, NY 10174
                  Phone:(212) 972-3000
                  Fax:(212) 972-2245

Total Assets: $ 12,991,250
Total Debts:  $  5,252,929

Largest Unsecured Creditor

Harris & Beach & Wilcox, LLP         $ 55,000

MICHAEL PETROLEUM: Withdraws Motion To Extend Exclusivity
The debtors, Michael Petroleum Corporation, Michael Petroleum
Alpha Corporation and Michael Holdings, Inc. file a notice of
withdrawal of their motion to extend the exclusivity period.

The debtors withdraw the motion because the debtors are prepared
to file a proposed plan of reorganization before the Exclusivity
Period expires.  The filing of the plan will render the motion

MITSUBISHI: DaimlerChrysler Buys Controlling Stake
Mitsubishi Motors, hurt by plunging sales and profits, announced
Monday that DaimlerChrysler AG will buy a controlling 34 percent
stake in Mitsubishi in a $2 billion deal, leaving Toyota Motor
Corp. and Honda Motor Co. as the lone independents among Japan's
top five automakers, The Associated Press reported. In the
previous decade, Americans, snapping up Toyota Corollas and
Nissan Maximas, helped to push Ford Motor Co. and the former
Chrysler Corp. to the edge of bankruptcy. However, thanks to
booming U.S. and European economies in the 1990s and a
debilitating economic slump in Asia, Japan's automakers are
struggling for survival. "It's good for Mitsubishi. At least they
can survive," said Jeremy Tonkin, an auto analyst at Towa
Securities Co. in Tokyo. "These deals would have been unheard of
five or 10 years ago," he added. The Mitsubishi-DaimlerChrysler
alliance will create the world's third-largest automaker, with
annual production of 6.5 million vehicles, ahead of Toyota's 5.19
million vehicles. (ABI 29-Mar-00)

NATIONSWAY: Responds To Objection to Disclosure Statement
The debtors, NationsWay Transport Service, Inc., NW Transport
Service, Inc. and Salt Lake Transfer Company, respond to the
objection to Dislcousre statement filed by Liberty Mutual
Insurance Company and its affiliates.  Liberty Mutual claims that
the Disclosure Statement accompanying the joint plan of
reorganization proposed by the official Committee of Unsecured
Creditors and the debtors dated march 1, 2000 does not properly
address the classification and treatment of its claims offset
rights. While the debtors reserve the right to dispute the offset
rights claimed by Liberty Mutual, the debtors agree to amend the
Disclosure Statement to provide that Liberty Mutual claims a
right to assert set-off, subrogation or any other rights against
accounts receivable owed to the debtor by customers who assert
freight damage or loss claims.  The debtors dispute Liberty
Mutual's claimed Offset Rights.  In the event, and to the extent,
that Liberty Mutual's Offset Rights are allowed by a final order
of the Bankruptcy Court, the allowed claim of Liberty Mutual
shall be treated as a Class 7 secured claim.  Otherwise, the
allowed claim, shall be treated as a Class 8 General Unsecured

Liberty Mutual also seeks continuation of the hearing on the
Disclosure statement to review exhibits to the Disclosure
statement.  The law firm of Snell & Wilmer, LLP, One Arizona
Center, Phoenix, Arizona 85004-2202 represents the debtors.

NMT MEDICAL: Enters Sale Agreements For Certain Assets
NMT Medical Inc. has advised the Securities & Exchange Commission
that it could not file the required standard financial
information within the prescribed time period.  In connection
with the proposed disposition of certain of the assets comprising
the company's neurosciences division, the company and its
accountants are unable to finally determine the nature and
size of various disposition related charges and adjustments,
including the impact of discontinued operations and gain or loss
on the disposition of assets, until approximately April 5, 2000.  
NMT anticipates filing its annual report on or about April 14,

NMT Medical executed definitive agreements relating to the sale
of certain assets comprising its neurosciences division to
various entities associated with Integra LifeSciences Holdings
Corporation on March 20, 2000. NMT will be treating the sale of
this business as a discontinued operation in its 1999 financial
statements. Accordingly, the company's operations will change
significantly from the corresponding period for the year ended
December 31, 1998.

PACIFIC LIFE: Ross Invests in Korean Life Insurance Company
WLR Recovery Fund and Asia Recovery Fund, both managed by Wilbur
L. Ross, in partnership with a major Korean insurer, Tong Yang
Life Insurance Co., Ltd., today completed the acquisition of
Korea's Pacific Life Insurance Co., Ltd.  The purchase from the
Korean Government was for KRW 53.9 billion, or the equivalent
of approximately US$ 47.5 million.

The investment by the Ross-managed funds is the first US private
equity fund investment in the restructuring of Korea's large and
rapidly growing insurance industry.

Today's transaction solves the capital problems at Pacific Life
that were accelerated by the 1997 Asian financial crisis.  Under
the terms of today's transaction, Pacific Life is being merged
into Tong Yang Life, whose own capital is ultimately being
increased by the equivalent of approximately US$100 million
through investments by the two Ross-managed funds and the Tong
Yang Group, Tong Yang Life's parent.  Financial arrangements
among the parties were not disclosed.

"We are delighted to make this first major overseas investment in
the Korean life insurance sector -- one of Korea's most dynamic
industries," said Mr. Ross.  "Growth in the life insurance
industry in Korea averaged more than 30% over a 30-year period
prior to the 1997 crisis.  That crisis effectively has
given our investors a once-in-a-lifetime opportunity to
participate in resumed growth via a newly restructured company
with a well-established customer base."

Tong Yang and Pacific have combined annual revenues of about $1.2

Mr. Ross earlier this month formed WL Ross & Co.  LLC, a
distressed securities boutique, following a 24-year career in
which he gained worldwide renown as an advisor to and investor in
distressed companies.  WL Ross & Co. in turn acquired majority
ownership in the general partner of the WLR Recovery Fund
(previously Rothschild Recovery Fund) and the Asia Recovery Fund,
along with their $450 million of assets and staff in New York,
Tokyo and Seoul. Under Mr. Ross's management, investors in the
Rothschild Recovery Fund have achieved an average annual return
of 28% since the fund's origination in 1997.

In 1998, FORTUNE Magazine called Mr. Ross "The King of
Bankruptcy" because he has restructured more than $200 billion of
distressed securities. President Kim Dae Jong of Korea last Fall
awarded him a medal for his help in restructuring the Korean
economy during its recent crisis.

Mr. Ross also has been a privatization adviser to New York City
Mayor Rudolph W. Giuliani, and is a former Chairman of the
Smithsonian Institution National Board.  He has also served on
numerous corporate and philanthropic boards.  A graduate of Yale
University and of the Harvard Business School, he lives in New
York City.

PHYSICIANS RESOURCE: Appointment of Physicians' Committee
The United States Trustee appoints the following persons to the
Official Physicians' Committee in the case of Physicians Resource
Group, Inc.

1. Dr. Robert Burlingame, Chair
   1303 N. Travis
   Sherman, Texas

2. Dr. Fred McMillan, Vice-Chair
   1421 North State #503
   Jackson, MS

3. Dr. Steve Elieff
   4325 N. Josey #305
   Carrollton, TX

4. Joseph C. Noreika
   3583 Reserve Commons Drive
   Medina, OH

5. Kris Richards
   1345 West Bay Drive, Suite 101
   Largo, Fla.

6. Dr. Lawrence Shafron
   2210 San Jacinto Blvd.
   Denton, Tx.

7. Elizabeth Boudreau
   5540 Saratoga, Suite 200
   Corpus Christi, TX

8. Pacia Roberts
   4205 McAuley Blvd., Suite 401
   PO Box 1184
   Oklahoma City, OK

9. Henry Tucker
   900 Medical Circle
   Myrtle Beach, SC

SHARPE RESOURCES: Reorganization Plan Confirmed on March 27, 2000
Sharpe Resources Corporation announced that the second amended
plan filed on February 9, 2000 with the U.S. District Bankruptcy
Court of the Southern District of Texas, a plan of reorganization
in accordance with federal bankruptcy laws was confirmed on March
27, 2000.  The plan of reorganization sets forth the means for
satisfying claims, including liabilities subject to compromise
and subsequent adjustments to the plan.

In general the plan provides for the following:

Secured bank debt of $2.4 million will be paid in full on the
closing date.

The agreed to secured vendor lien claims will accept a cash
payment of $0.45 as full payment of their claims.  Alternatively,
one of the sub-classes of secured claimants will have the option
to be paid in full over 42 months at a 10 % interest rate.  The
first payment would commence 9 months after the closing date.

The unsecured vendor claims will accept a $0.10 cash payment 120
days after closing.  At that time the balance of the claim is to
be converted to Sharpe Resources Corporation Preferred Class A
stock which is subject to regulatory approval.  The Preferred
Class A stock will pay a quarterly stock dividend of 4 % per
annum. Additionally, the Preferred Class A stock may be redeemed
by the Company, all or in part, at a discount based upon the time
of issuance, i.e., from 0-15 months the preferred can be redeemed
for 35 % of the remaining value, from 16-24 months the redemption
is 40 % of the remaining value, from 25-36 months the redemption
is 60 % of the remaining value and thereafter at 100 % of the
remaining value plus interest.

Sharpe Resources Corporation has negotiated a US$2.3 million
private placement financing.  Schwartz Investments Corporation
and Palos Capital Corporation of Montreal, Quebec have agreed to
complete a US$2.3 million debenture financing subject to a due
diligence evaluation, US Bankruptcy Court and regulatory
approvals.  The term of the debenture is five years and a 12 %
fixed interest rate coupon with quarterly interest and principal
payments which includes 2.3 million in warrants exercisable for
three years at $C0.25 per warrant.  This transaction is expected
to close during the second quarter, 2000.

The second proposed plan of reorganization received bankruptcy
court approval and was voted on by the Company's creditors and
shareholders entitled to vote. The Company received final
confirmation of the plan on March 27, 2000.

Sharpe intents to move forward with a plan to increase the
production rate at the its 100 % owned Matagorda project in
April, 2000.  This work will include the recompletion of the M-1
gas reservoir on the 582-5 well.  This work is expected to
significantly increase production rates on the 582-5 well.  The
company is currently in the planning stage and exploring several
financing options regarding the drilling of new wells this year
on this property.  The current gas price is approximately $2.65/
MCF.  Indications are that the gas prices will remain strong for
the balance of this year.

The Company's onshore operated oil and gas assets have been
producing significant revenue for the company over the past two-
three months.  This is due in large part to the company's effort
to optimize the production rate at the 100 % owned properties in
West Texas.  The current production rate from the West Texas
operated properties is approximately 75 BOPD.  The company
believes that the production rate of currently producing wells
are expected to improve during the next 2-3 months.  Recent sales
prices for this crude is approximately $25-27 per barrel.

Onshore the Company is in the process of selling all of its non-
operated properties.  At this point the Company has commitments
to sell approximately $500 thousand of property value.  The
balance of the non-operated properties will be sold this year.

Sharpe Resources shares are traded on the Montreal Exchange:
symbol: SHO

THERMATRIX: Thermatrix and Dow Chemical Finalize Agreement
Thermatrix Inc. (OTC:TMXIQ) announced that it executed a Purchase
and Service Agreement with The Dow Chemical Company which
establishes the terms and conditions for designing and supplying
multiple Thermatrix Flameless Thermal Oxidizer (FTO) Systems to
various Dow plant site over several years.

The Agreement will be submitted to the Bankruptcy Court for
approval and the protection afforded a post-petition contract
while the Company is in Chapter 11 status.

Dow has selected the FTO technology as an alternative to
incineration in connection with a major capital investment
program involving a new proprietary recovery process. Design has
commenced on two separate systems for Dow, which represent the
two largest projects ever undertaken by Thermatrix.

"The fact that The Dow Chemical Company has committed itself to
Thermatrix in this Agreement clearly demonstrates that the FTO
technology is a superior alternative to incineration," said
Daniel S. Tedone, President. "This relationship with Dow provides
the Company with a solid foundation for working through its
current financial difficulties."

Thermatrix is an industrial company primarily serving the global
market of continuously operating facilities for a broad range of
industries that include refining, chemical, steel,
pharmaceutical, pulp and paper, electric utility, co-generation,
and industrial manufacturing. Thermatrix provides a wide variety
of air pollution control solutions, including its unique
flameless thermal oxidation technology, as well as a wide range
of engineered products and services to meet the needs of its

TOWER AIR: Taps Goldin Associates as Financial Advisor
The debtor, Tower Air, Inc. seeks authority to employ and retain
Goldin Associates, LLC as financial advisor to the debtor.

For the past several months, Tower has been involved in intense
negotiations with its senior secured lender, largest unsecured
creditors, and various aircraft and engine lessors for a
comprehensive restructuring of Tower's finances and operations.    
Although these negotiations remain ongoing, Tower's senior
secured lender reduced Tower's availability under its $25 million
secured revolving credit facility to appoint where it became
difficult, if not impossible for Tower to acce3ss sufficient
liquidity to sustain its operations.

Goldin Associates will, among other things:

Assist Tower to develop business plans, projections and budgets;

Assist Tower to develop and implement strategies and conduct
negotiations respecting its restructuring;

Assist Tower to develop and obtain confirmation of a plan of
reorganization pursuant to Chapter 11 of the US Bankruptcy Code;

Advise and assist Tower in connection with the transfer and/or
sale of all or a part of its operating business or an investment
therein; and

Provide such other financial advisory and related services in
connection with Tower's reorganization or business operations as
maybe requested by Tower.

The firm will receive an initial payment of $125,000 for the
first month, $100,000 for the second month, $75,00 for the third
month, and $100,000 for each month thereafter.

Upon confirmation of a plan of reorganization the firm would
receive incentive fee, the greater of 50% of the fee otherwise
payable or 1% of the total enterprise value of reorganized Tower;
plus expenses.  The initial term of the agreement is for one

TULTEX: May Not Have Enough Money To Pay Creditors
Tultex Corp. may fall $150 million to $200 million short of
paying its bankruptcy debts, company officials said.

The clothing manufacturer filed for bankruptcy in December and
has since ceased production and laid off 2,000 workers in
Martinsville and Henry County. It also laid off 150 workers at a
plant in Mayodon, N.C. The company is being broken up and sold to
pay creditors.

At a hearing Tuesday by the Office of the United States Trustee
for those owed money by Tultex, the company said it has assets
worth $427.4 million and debts of $338.7 million. The assets
include real estate, machinery and inventory.

The company listed the book value of many of its assets in coming
up with the $427.4 million figure. But the book value - purchase
price less depreciation - could be far higher than what a buyer
would pay.

Company officials and the creditors' lawyers said Tultex is
likely to receive far less than the book value of its assets
while trying to raise cash through liquidation.

Bruce Matson, the company's lead bankruptcy lawyer, estimated
Tultex might raise $138 million to $184 million.

That amount would not cover money owed its largest secured
creditors - banks and bondholders. That means thousands of laid-
off workers, who didn't get paid for unused paid vacation days,
won't be able to collect their money unless the banks and
bondholders are paid in full first.

Hundreds of businesses owed for products or services supplied to
Tultex also won't get paid until the other debts are resolved.

P. Woolard Harris Jr., acting chief executive of Tultex, said the
company would look at all opportunities to maximize the return to

UBIQUITEL OPERATING CO.: Moody's Assigns Ratings
Moody's Investors Services assigned a Caa1 rating to UbiquiTel
Operating Company's $150 million (gross proceeds) senior
subordinated discount notes due 2010, a B3 senior unsecured
issuer rating, and a rating of B2 to the company's $250 million
senior secured credit facility. The senior implied rating is B2
and the outlook for the ratings is stable.

The ratings incorporate the start-up nature (pre-network build-
out and subscriber base) of the company's operations, the highly
competitive environment of the wireless communications industry,
and our expectation of negative cash flows over the next several
years. The ratings also incorporate the strengths and weaknesses
of the issuer's relationship to and agreements with Sprint PCS
and reflect the positive performance to date of the PCS affiliate
program. The rating on the discount notes recognizes its
contractual subordination to any outstandings under the secured
credit facility. The B2 rating on the bank credit facility
considers that the collateral provides the lender with moderate
protection in a distressed scenario given the company's early
stage of development.

UbiquiTel is the exclusive provider of Sprint PCS wireless
services and products to a service area covering 7.7 million
people in the western and mid-western United States. The company
will provide wireless service in portions of California, Nevada,
Washington, Montana, Southern Idaho, and Utah in addition to
Southern Indiana and Kentucky.

As with all Sprint PCS affiliate agreements, UbiquiTel does not
own the wireless licenses it uses but leases the spectrum from
Sprint on a long-term contract basis. The contract is for an
initial period of 20 years with three automatic extensions for an
aggregate life of up to 50 years. The affiliate is responsible
for building out the network, signing subscribers, and managing
the operations once complete. In return, Sprint receives an 8%
fee on all of the affiliates' service revenues excluding
handsets, accessories, and certain roaming revenues.

The company's proposed $150 million notes offering, $250 million
bank credit facility, and $150 million of new equity is expected
to fully fund its business plan through network buildout with
expected operating cash flow breakeven in 2003. By the end of
2001, the bulk of the network build-out will have been completed
and consist of three switches and over 500 cell sites. To
facilitate its rapid deployment schedule the company will use a
combination of build-to-suit and co-location for cell sites
coverage. In addition, the company will be developing 20 of its
own Sprint PCS stores to help supplement Sprint's distribution

Moody's expects the development of a meaningful subscriber base
to result in operating cash flow losses over the next several
years and do not expect leverage to moderate below 5 times level
until 2005. Moreover, Moody's is concerned about the lack of
asset protection available to subordinated bondholders. UbiquiTel
owns no spectrum, and its network assets will be pledged as
collateral to the lenders under the bank credit facility.

Based in Bala Cynwyd, Pennsylvania, UbiquiTel Inc. is the
exclusive provider of Sprint PCS products and services in a
territory covering 7.7 million people in the western and mid
western United States.

USTI: Court Approves Bid For Purchase of CPS Assets
United Systems Technology, Inc. (OTC:USTI) announced that the
Northern District of Texas US Bankruptcy Court approved USTI's
bid for the purchase of certain assets of CPS Systems, Inc.
("CPS") at a Bankruptcy auction held on March 24th.

USTI successfully bid $200,000 in cash for the CPS City Fund
Accounting and Utility Billing source code, software support and
licensing agreements for approximately 60 customers located in
Texas and Oklahoma. The assets purchased also included the
accounts receivable related to these customers as well as
substantially all of the fixed assets of CPS in its Dallas
office. The Company expects to close this transaction by the end
of the month.
USTI develops, markets and supports application software for
local governments and rural water districts. The software
applications operate in IBM midrange, network and single user PC
platforms. USTI has over 1,700 installations nationwide.


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
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