TCR_Public/000530.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Tuesday, May 30, 2000, Vol. 4, No. 105

                   Headlines

AAMES FINANCIAL: DCR Announces Rating Watch-Down
AAMES FINANCIAL: Fitch IBCA Places Debt Ratings On Alert Negative
AGRIBIOTECH: Seeks Approval For Sale of Assets
APPLE ORTHODONTIX: Committee Seeks Appointment of Examiner
AUTO-INFO INC: Announces Rescheduled Hearing Date

BOSTON MARKET: McDonald's Closes Deal; New Management
CHARTER BEHAVIORAL: Announces Results of Bidding and Auction
COMPLETE MANAGEMENT INC: Law Firm Announces Bar Date
COSTILLA ENERGY: Prize Energy Objects to Sale of Assets
FRUIT OF THE LOOM: Committee Applies to Examine Board Members

GODO STEEL LTD.: FY99 group net loss narrows to 3.3B Yen
GOLDEN OCEAN: Frontline Announces Acquisition
GST TELECOMMUNICATIONS: Xethos Group Announces No Affiliation
HAZAMA CORP.: Asks creditors to forgive debts
HAZAMA CORP.: Books 25.5B Yen net loss for FY99

HEDSTROM HOLDINGS: Final Order Authorizes Post-Petition Financing
INNOVATIVE CLINICAL: Moody's Downgrades Ratings
INNOVATIVE CLINICAL: To Convert Debt Through Prepackaged Plan
ITS SUPPLY CORP: Boots & Coots Supplier Files for Bankruptcy
LAMONTS APPAREL: To Redeem Unused Gift Certificates

LOEWEN: Motion To Obtain $100,000,000 Replacement DIP Financing
MARTIN COLOR-FI: Files Disclosure Statement and Plan
NEXTWAVE: FCC Wins in Case
PERKINS: Subsidiary of JDK Management To Purchase 15 Units
PHYSICIANS RESOURCE: Equity Objects to Extension of Exclusivity

RAMA GROUP: Files for Chapter 11
SIRENA APPAREL: Intimate Apparel Division For Sale
SKELLY RANCH: Auctioned For $ 8.1M
SUPERIOR NATIONAL: Moody's Downgrades Ratings
TELSTRA: Looking for foreign money

VISTA EYECARE: Seeks To Extend Time To Assume/Reject Leases
WORLDTEK (CANADA) LTD: Default in Filing Financial Statements

Meetings, Conferences and Seminars


                   *********

AAMES FINANCIAL: DCR Announces Rating Watch-Down
------------------------------------------------
Duff & Phelps Credit Rating Co. (DCR) has placed the credit
ratings of Aames Financial Corporation (Aames) on Rating Watch-
Down. In addition, the ratings have been lowered from 'B-'
(Single-B-Minus) to 'CCC' (Triple-C).  The affected ratings
include Aames' senior debt and subordinated convertible debt.
Approximately $276 million of outstanding debt is affected.

DCR's 'CCC' (Triple-C) rating category indicates considerable
uncertainty as to timely payment of principal, interest and
preferred dividends. Protection factors are narrow, and risk can
be substantial with unfavorable industry conditions and company
developments.

The rating action is prompted by Aames' announcement on May 22,
2000 that it would incur further losses due to additional write-
downs to securitization-related residual assets and the
unfavorable climate in the whole-loan sales market.

On May 19, 2000, Aames entered into an agreement with Specialty
Finance Partners, the company's lead stockholder, which is
controlled by Capital Z Financial Services Fund II, L.P. (Cap Z)
for the sale of $50 million of Aames' Series C convertible
preferred stock. This expected capital infusion should relieve
near-term financial stress for Aames.  This capital infusion is
being offered under the New York Stock Exchange's 'Financial
Distress Exception,' which does not require shareholder approval
of the additional preferred stock. In addition to normal closing
conditions, the investment is subject to several other
conditions.  These include a fairness opinion to be delivered by
a nationally recognized investment banking firm, the receipt by
the company of waivers from certain of the company's financing
providers, and a material adverse change provision in the stock
purchase agreement.  Additionally, Aames also announced that it
has entered into negotiations with an affiliate of Cap Z for a
$75 million forward residual purchase facility.

While the preferred stock and residual purchase facilities
provide near-term relief from liquidity constraints, they alone
do not alter the weak fundamentals in the company's business.  
DCR believes that, over the near term, the company will continue
to be impacted by weak margins in the whole loan markets,
negative operating earnings and cash flow, as well as the heavy
burden of executing home equity securitizations.

Senior and subordinated creditors are also at risk if the company
fails to successfully execute on the above transactions, as all
of the company's credit facilities are cross-defaulted.  Failure
to renegotiate covenants under the company's warehouse facilities
would trigger an event of default under the senior and
subordinated bonds.

It is DCR's opinion that, under realistic valuation assumptions
for Aames' interest-only residual assets and taking into
consideration the first priority position of secured lenders, the
probability of full recovery for unsecured bondholders is
unlikely if a liquidation scenario was to arise based on the
company's current financial profile.  DCR expects that timely and
full repayment will only occur under a positive operating
environment resulting from a sustained favorable business
climate.

The Rating Watch status will be resolved provided the company can
successfully execute the preferred stock offering and residual
purchase facility, as well as begin to generate positive
operating trends with respect to profitability and asset quality.

The current ratings take into account the challenges facing
management in its attempt to turn the company around.  Success
will depend on Aames' ability to grow spread revenue, improve
asset quality, reduce the company's overhead cost structure, and
expand the company's funding capabilities.


AAMES FINANCIAL: Fitch IBCA Places Debt Ratings On Alert Negative
-----------------------------------------------------------------
The 'CCC' senior and 'CC' subordinated debt ratings for Aames
Financial Corp. (Aames) have been placed on RatingAlert Negative
by Fitch IBCA.

Approximately $276 million of outstanding debt is affected.

Ratings in the 'CCC' category indicate that default is a real
possibility. Capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic
developments.

The rating action is prompted by Aames' announcement on May 22,
2000, that it would incur further losses due to additional write-
downs to securitization related residual assets and the
unfavorable climate in the whole-loan sales market.

On May 19, 2000, Aames entered into an agreement with Specialty
Finance Partners, the company's lead stockholder which is
controlled by Capital Z Financial Services Fund II L.P. (Cap Z)
for the sale of $50 million of Aames' series C convertible
preferred stock. This expected capital infusion should relieve
near-term financial stress for Aames. This capital infusion is
being offered under the New York Stock Exchange's 'Financial
Distress Exception', which does not require shareholder approval
of the additional preferred stock. In addition to normal closing
conditions, the investment is subject to several other
conditions. These include a fairness opinion to be delivered by a
nationally recognized investment banking firm, the receipt by the
company of waivers from certain of the company's financing
providers, and a material adverse change provision in the stock
purchase agreement. Additionally, Aames also announced that it
has entered into negotiations with an affiliate of Cap Z for a
$75 million forward residual purchase facility.

In Fitch IBCA's view, while the preferred stock and residual
purchase facilities provide near term relief from liquidity
constraints, they alone do not alter the weak fundamentals in the
company's business. Fitch IBCA believes that over the near term,
the company will continue to be impacted by weak margins in the
whole loan markets, negative operating earnings and cash flow as
well as the heavy burden of executing home equity
securitizations.

Senior and subordinated creditors are also at risk if the company
fails to successfully execute on the above transactions as all of
the company's credit facilities are cross defaulted. Failure to
renegotiate covenants under the company's warehouse facilities
would trigger an event of default under the senior and
subordinated bonds.

It is Fitch IBCA's opinion that under realistic valuation
assumptions for Aames' interest-only residual assets and taking
into consideration the first priority position of secured
lenders, the probability of full recovery for unsecured
bondholders is unlikely if a liquidation scenario was to arise
based on the company's current financial profile. Fitch IBCA
expects that timely and full repayment will only occur under a
positive operating environment resulting from a sustained
favorable business climate.

The RatingAlert will be resolved provided the company
successfully executes the preferred stock offering and residual
purchase facility, as well as begins to generate positive
operating trends with respect to profitability and asset quality.

The current ratings take into account the challenges facing
management in its attempt to turn the company around. Success
will depend on Aames ability to grow spread revenue, improve
asset quality, reduce the company's overhead cost structure and
expand the company's funding capabilities.


AGRIBIOTECH: Seeks Approval For Sale of Assets
----------------------------------------------
The debtor, Agribiotech, Inc. and its debtor affiliates and the
major constituencies in these cases have decided to pursue a
series of sale with multiple interested parties, all of which are
subject to overbid.

The first such sale is the proposed sale to the Buyers, Kenneth
R. Budd and J. R. Simplot Company, and covers ABT's turf grass
assets and businesses and SPD.  The purchase price for this
transaction is estimated to be between $60 million and $65
million.  The Buyer states that it must close this transaction by
June 30, 2000.  Under the Grower Settlement the debtors must
complete the sale by June 14, 2000.  The DIP Loan Agreement
expires on July 31, 2000.

The debtors entered a Term Sheet with the Buyer covering the sale
and the debtor seeks approval of the procedures for the sale of
the assets.  


APPLE ORTHODONTIX: Committee Seeks Appointment of Examiner
----------------------------------------------------------
The Official Committee of Practitioners of Apple Orthodontix,
Inc. seeks the appointment of an Examiner to perform an audit of
the books and records of Apple Orthodontix, Inc.. The Committee
hopes that the appointment of an Examiner would provide an
objective accounting of each practitioner's account with the
debtor based on the terms of their respective agreements with the
debtor, which includes an audit of the Practice Revenues and
expenses, the management fees, the profits returnable to the
practitioners and all other financial arrangements between the
debtor and each practitioner; and an investigation and a report
on the nature, value and extent of the debtor's assets and
liabilities.

The doctors accuse the debtor of failing to provide accurate
financial statements of each doctor's account, and they are faced
with negotiating with Orthodontic Centers of America, Inc. to
have their Service Agreements assumed, and negotiation with the
debtor to buy back their practices or the threat of costly,
extended litigation by the debtor against the doctors.

Without a proper accounting, performed by an independent party,
the doctors are at the mercy of the debtor and its lenders,
unable to evaluate the accuracy of the debtor's statement and the
accounts receivable due from the doctors, the payables the debtor
owes the doctors, the amount of vendor claims that remain unpaid
and the profits payable to the doctors, etc.  Instead, according
to the Committee, the debtor, relies on its incomplete books and
records and the information provided by the lenders' financial
advisors, and effectively controls the negotiation process.

Further, the Committee asserts that an Examiner is required to
investigate and report on the nature, value and extent of the
debtor's assets and liabilities.  The Committee states that the
debtor's assets and liabilities remain a mystery even though the
case was filed nearly four months ago.  This motion is filed for
the sake of basic fairness and to pry vital information out of
the debtor at a critical stage in this Chapter 11 case.


AUTOINFO INC: Announces Rescheduled Hearing Date
------------------------------------------------
AutoInfo, Inc. (OTCBB:AUTO) announced that the hearing schedule
to be held before the Honorable Adlai S. Hardin, Jr., United
States Bankruptcy Judge, in Room 520 of the United States
Bankruptcy Court, 300 Quarropas Street, White Plains, New York
10601, on May 31, 2000 has been rescheduled for 11:00 AM on June
7, 2000.

William Wunderlich, President and Chief Financial Officer of
AutoInfo stated, "the hearing date has been rescheduled to allow
us additional time to file our amended disclosure statement.  We
anticipate that we will satisfy issues raised by all interested
parties and are hopeful that the acceptance of the disclosure
statement will lead to the timely confirmation of our
reorganization plan so that we may proceed toward the
consummation of a transaction in our continuing efforts to
restore shareholder value."


BOSTON MARKET: McDonald's Closes Deal; New Management
-----------------------------------------------------
McDonald's Corporation (NYSE: MCD) announced that it has
completed its acquisition of the Boston Market business and has
named two executive officers to lead the business, effective
immediately.

James R. Cantalupo, Vice Chairman and President of McDonald's
Corporation, announced that Jeffrey B. Kindler, currently
Executive Vice President of McDonald's, will serve as Chairman
and Chief Executive Officer of Boston Market.  Michael D. Andres,
currently Senior Vice President of McDonald's, has been named
President and Chief Operating Officer.  J. Michael Jenkins, who
has served as the Chairman and CEO of Boston Market since May
1998, will become a resource for Kindler and Andres and, having
passed the baton to them, is seeking other opportunities within
the restaurant industry.  The other members of Boston Market
management will continue in their current positions.

In connection with last week's bankruptcy court approval, Boston
Market closed approximately 100 underperforming restaurants or
restaurants with unfavorable lease terms.  As previously
announced, McDonald's plans to convert certain sites to
McDonald's as well as Donatos Pizza and Chipotle Mexican Grill
locations over the course of the next year.  After those
conversions are complete, however, the company will continue to
operate a significant majority of the more than 750 restaurants
as Boston Market.
     
With the acquisition complete, Boston Market will begin to
explore opportunities for growth.  

    
CHARTER BEHAVIORAL: Announces Results of Bidding and Auction
------------------------------------------------------------
Charter Behavioral Health Systems, LLC announced that the
Delaware Bankruptcy Court approved an agreement to sell 24
facilities in addition to two additional facilities that were
approved by the court earlier this month.  Charter will continue
to seek buyers for the remaining seven facilities.

On May 10, 2000, a court-supervised auction took place in the
Delaware Bankruptcy Court.  Agreements to sell two facilities
were approved following the auction.  Negotiations on the
remaining facilities continued through May 25, 2000, when
agreements were reached concerning the 24 additional facilities
to be sold.

For those facilities being sold, the sales process will take
place over the next several weeks, during which resolution of
certain contingencies must be met.  Facility operations will
transition to the new owners at the completion of the sales
process.  During this time patient care will continue as usual.  
For the remaining seven facilities, announcements are expected to
be made within a week at the conclusion of additional
negotiations. Charter also manages five facilities as joint
ventures.  These facilities are not involved in the bidding or
auction process. On February 16, 2000, Charter announced a
voluntary Chapter 11 filing, through which it planned to sell its
core business in the Delaware Bankruptcy Court.  Charter
Behavioral Health Systems currently owns or operates 31
behavioral health facilities and 5 joint venture facilities in 21
states.

    * Facility Sale List Follows

Approved Sales Agreement -- Facility List (By State)

Charter Behavioral Health System of NW Arkansas         
Fayetteville, AR

Charter Behavioral Health System of San Diego/API       
La Mesa, CA

Charter Behavioral Health System of Centennial Peaks    
Louisville, CO

Charter Behavioral Health System of Delaware at Rockford Center
                        
Newark, DE

Charter Behavioral Health System at Manatee Palms       
Bradenton, FL

Charter Behavioral Health System of Tampa at Bay Harbor
                     
Largo, FL

Charter Anchor Behavioral Health System                 
Atlanta, GA

Charter Behavioral Health System of Atlanta at Laurel Heights
                                 
Atlanta, GA

Charter Behavioral Health System of Atlanta at Peachford
                       
Atlanta, GA

Charter Laurel Brook                               
Atlanta, GA

Charter Midtown Behavioral Health System of Atlanta     
Atlanta, GA

Talbott Recovery Campus                                 
Atlanta, GA

Charter Savannah Behavioral Health System              
Savannah, GA

Charter Beacon Behavioral Health System                 
Ft. Wayne, IN

Charter Ridge Behavioral Health System                  
Lexington, KY

Charter Louisville Behavioral Health System             
Louisville, KY

Charter Behavioral Health System of Maryland at Potomac Ridge
                        
Rockville, MD

Charter Parkwood Behavioral Health System    
Olive Branch, MS

Charter Behavioral Health System of New Jersey/Summit  
Summit, NJ

Charter Fairmount Behavioral Health System    
Philadelphia, PA

Charter Charleston Behavioral Health System     
Charleston, SC

Charter Greenville Behavioral Health System      
Greer, SC

Charter Lakeside Behavioral Health System        
Memphis, TN

Charter Provo Canyon School                       
Provo, UT


COMPLETE MANAGEMENT INC: Law Firm Announces Bar Date
----------------------------------------------------
The following was issued today by Salomon Green & Ostrow, P.C.:

TO ALL CREDITORS, EQUITY HOLDERS & OTHER PARTIES IN INTEREST
HAVING PRE-PETITION OR POST-PETITION (ADMINISTRATIVE) CLAIMS:
On October 12, 1999 (the "Filing Date"), Complete Management,
Inc. filed a voluntary petition for relief under chapter 11 of
title 11 of the United States Code with the United States
Bankruptcy Court for the Southern District of New York - Case No.
99 B 10857 (JHG).

By order of the Bankruptcy Court, June 22, 2000 has been
fixed as the last date by which all entities are permitted to
file proofs of claim, including all individuals, partnerships,
corporations, estates, trusts and governmental units (i) who hold
claims against the Debtor which arose prior to the Filing Date;
or (ii) who hold administrative claims (other than the claims of
professionals retained pursuant to court order) which arose
between the Filing Date and April 21, 2000.  The Order setting
the Bar Date provides as follows:

1.  Each holder of a claim who is required to file a proof of
claim by the Bar Date, but fails to do so, shall be forever
barred from asserting such claim against the Debtor and its
properties; and the holder of the claim shall be forever barred
from voting on a plan(s) or participating in any distributions in
this case, but shall nevertheless be bound by the terms of a plan
confirmed by this Court.

2.  Proofs of claim must be filed by persons (i) whose claims are
not listed on the Debtor's schedules of assets and liabilities
filed on December 10, 1999 (the "Schedules"); (ii) whose claims
are listed on the Schedules as "contingent," "unliquidated" or
"disputed"; (iii) who dispute the amount of their claims as
listed on the Schedules; or (iv) who dispute the manner in which
their claims are listed on the Schedules.

3.  The Bar Date shall apply to all claims of whatever character
against the Debtor or its properties, whether secured, unsecured
or priority claims, liquidated, unliquidated, fixed or
contingent.  The Bar Date shall not extend to: (i) claims or
interests already filed in these proceedings; (ii) claims or
interests listed in the Schedules, unless such claims or
interests were scheduled as "contingent," "unliquidated," or
"disputed"; (iii) administration claims of professionals retained
pursuant to court order; (iv) claims for the payment of the
principal of or interest payable on any public debt security by
the holders thereof; and (v) claims for which the Court
has previously faced specific deadlines.

4.  Any person who has already filed a proof of claim need not
re-file, and any proofs of claim filed with the Clerk of the
Court shall be deemed to be, and shall be, treated as a properly
filed proof of claim, subject to the rights of the Debtor, or any
party in interest, to object to the allowance thereof.

The caption at the top of each proof of claim must set forth the
Debtor's name and case number.  All claims against the Debtor
should be contained on a single proof of claim form.

Copies of the Debtor's Schedules are on file with the Clerk of
the Bankruptcy Court.  The Schedules may be inspected from 9:30
a.m. to 4:30 p.m., Monday through Friday at the Bankruptcy Court,
and are available at the Court's website at
http://www.nysb.uscourts.gov/.

Proofs of claim must be filed so as to be received on or before
June 22, 2000 at 5:00 p.m. by the Clerk, United States Bankruptcy
Court for the Southern District of New York, One Bowling Green,
New York, New York 10004, with a copy to the Debtor's counsel at
the address below.
     
SALOMON GREEN & OSTROW, P.C.
Counsel to the Debtor and Debtor in Possession
919 Third Avenue, 15th Floor
New York, New York 10022
Attn: Alec P. Ostrow, Esq. and Gary I. Selinger, Esq.
212-319-8500


COSTILLA ENERGY: Prize Energy Objects to Sale of Assets
-------------------------------------------------------
Prize Energy Corporation filed an objection to the motion of the
debtor to sell substantially all of the debtor's assets.  Prior
to the Petition Date, the debtor and Prize Energy entered into a
Due Diligence Use Agreement.  The debtor agreed to share due
diligence information it had obtained from Pioneer Natural
Resources USA, Inc. with Prize Energy in order to allow Prize to
determine whether to purchase certain assets from Pioneer.  The
agreement further provided that if Prize Energy purchased the
assets from Pioneer, Prize Energy would deliver an exploration
agreement to the debtor.

On or about April 28, 2000 the debtor filed a motion to sell,
seeking to assume and assign an alleged exploration agreement
with Prize to Louis Dreyfus Natural Gas Corp.  There is a dispute
between Prize and the debtor as to the terms of any such
exploration agreement.  In particular, there is a dispute between
Prize Energy and the debtor as to the precise size of the
debtor's interest in the properties specified under any alleged
exploration agreement.  Accordingly, Prize Energy objects to the
motion to sell to the extent that the debtor is attempting to
assign any of Prize Energy's interest in the properties owned by
the exploration agreement.

Prize asks that any order approving the motion to sell not state
the percentage of the debtor's interest in the exploration
agreement that is assigned, and should specifically reserve the
rights of Prize Energy to resolve or litigate the meaning of the
provision in the Due Diligence Agreement.


FRUIT OF THE LOOM: Committee Applies to Examine Board Members
-------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
authority, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure to examine:

      (A) former directors Omar Z. Al Askari and Mark McCormack;

      (B) James Doyle of Ernst and Young L.L.P.; and

      (C) Jay Novak and William Peluchiwski of Houlihan Lokey
          Howard & Zulkin.

The Farley Loan Guaranty, the Committee tells Judge Walsh, was
discussed at the Board meeting of February 24,1999, and these
individuals were supposedly present.  Doyle was there as an
independent financial auditor to the Debtor to review the
appropriate accounting treatment of the transaction.  Messrs.
Novak and Peluchiwski acted as financial advisors to the Debtor.  
HLHZ provided a reasonableness opinion for the loan collateral
proffered by Mr. Farley and the 2% guarantee fee charged to him
by the Debtor.  The Committee wants, among others, documents
relating to the reasonableness opinion. (Fruit of the Loom
Bankruptcy News Issue 6; Bankruptcy Creditors' services Inc.)


GEOTELE.COM: Files Plan of Reorganization
-----------------------------------------
Geotele.com, Inc. (OTC:GEOLQ) announced that it has filed a
proposed plan of reorganization to take the company out of
bankruptcy.

The plan calls for a nominal one time cash payment to creditors
and will be funded by the private sale of stock. It is
anticipated that it will be presented to the bankruptcy judge for
final approval in the near future.


GODO STEEL LTD.: FY99 group net loss narrows to 3.3B Yen
--------------------------------------------------------
Godo Steel Ltd. (5410) said Tuesday its consolidated net
loss was 3.3 billion yen in fiscal 1999, narrowing from a
13.7 billion yen loss the year before.

Falling unit prices for steel products hurt profitability,
and the company recorded a 1.9 billion yen charge to close
a subsidiary in the city of Kita Kyushu, but it offset part
of its losses by selling 5.3 billion yen in fixed assets.
(Nikkei  24-May-2000)


GOLDEN OCEAN: Frontline Announces Acquisition
---------------------------------------------
Norwegian shipping company Frontline announced last Friday that
it had signed an agreement to take over U.S.-based Golden Ocean
Group, which filed for chapter 11 in the District of Delaware on
Jan. 14, according to Reuters. Frontline said it has signed a
term sheet with Golden Ocean, under which the parties agreed to
propose a joint plan for a financial restructuring of Golden
Ocean, which holds interests in 14 very large crude carriers
(VLCC), three VLCC newbuilding contracts and 10 bulk carriers.
Frontline said the joint plan included a payment to all  
unsecured creditors in Golden Ocean, including the bondholders,
and that it has committed to pay up to $33 million in cash, or to
issue up to 4.1 million shares and 1.9 million warrants in
Frontline valued to $48 million, to take over all unsecured debt.
(ABI 26-May-00)


GST TELECOMMUNICATIONS: Xethos Group Announces No Affiliation
-------------------------------------------------------------
The European-based Xethos Group Inc., which specializes in
products and services for use in e commerce and Internet
applications, announced that it is not affiliated in any manner
with GST Telecommunications Inc., which last week filed for
chapter 11 protection in the United States, according to a
newswire report. In addition, Xethos said it is not affiliated
with GST Telecom Inc. or any other name-related companies.
"Because our former corporate name was similar to other non-
associated companies, it is important to clarify and dispel any
misconceptions that this may cause to our shareholders, clients
and the investment community,"  said Colin Gervaise-Brazier,
Xethos Group's chief executive officer.


HAZAMA CORP.: Asks creditors to forgive debts
---------------------------------------------
For the second time in just a few weeks, a large Japanese
company appealed to its banks today to forgive billions of
dollars in debts, intensifying pressure on Japan's stressed
financial system.

The decision by the Hazama Corporation, a general
contractor, to request 400 billion yen, or $3.7 billion at
current exchange rates, worth of debt forgiveness is yet
another sign that the bad-loan problems of Japanese banks
are far from over.  On April 26, Sogo, a faltering Japanese
retail company, astonished its bankers by asking them to
write off 639 billion yen, or roughly $6 billion, in
debts. That was the largest amount of debt forgiveness ever
sought in Japan, where the practice is far from standard.

The shock of Sogo's request was magnified a few days later
when the senior executive in charge of the retailer's
restructuring plans was found dead in his home, apparently
having committed suicide.  On Tuesday, the company's
lenders postponed a decision on the request for debt
forgiveness, although its largest lender, the Industrial
Bank of Japan, has said it is willing to do so.

Sogo's outstanding debts to the Industrial Bank -- 180
billion yen, or $1.7 billion -- are roughly equivalent to a
year's worth of operating profit, according to James P.
Fiorillo, senior banking analyst at ING Barings here. Nor
does the bank have sizable unrealized gains on its
securities portfolio to offset such a write-off.

"The question of whether to forgive these debts or not is a
big one," Mr. Fiorillo said.

Hazama's largest lender, Dai-Ichi Kangyo Bank, is
apparently willing to waive 90 billion yen of the
construction company's loans, according to Nihon Keizai
Shimbun, Japan's leading business daily.  Changes in
accounting standards are intensifying the pressure on
troubled companies.

In the fiscal year that began on April 1, they must value
their real estate and securities holdings at market levels.
The new rules also strictly limit their ability to hide
their debts in the accounts of affiliates, requiring that
they report their financial results on a consolidated
basis.

Including Hazawa and Sogo, more than 10 large companies
have asked for debt relief this year. The greatest number
seeking such forgiveness have come from the construction
industry, and analysts warn that many more contractors are
in similarly weak shape.  Like Hazama, they took on loads
of debt to finance real estate purchases in the 1980's,
only to watch the value of that real estate plummet when
Japan's economic bubble burst.

But whether debt forgiveness will in fact help such ailing
companies regain their footing is a matter of much debate
here. Unlike in the United States, where creditors of
distressed companies can force radical changes on
businesses in exchange for debt relief, Japanese creditors
have very little power to do that.

"It would be much better if these companies went bankrupt,"
said Tadashi Nakamae, a prominent economist here. "Debt
forgiveness is only going to prolong their problems."

What drove Hazama to the move was the tightening in local
accounting rules regarding depreciated assets. Beginning
the year ending next March, the Japanese Institute of
Certified Public Accountants had decided companies must
immediately take losses on their for-sale real estate
assets, the market value of which has fallen to 50% or less
of book value, instead of spreading them over future
periods as was commonly practiced in the past.

Hazama appears to have posted extraordinary losses
exceeding 20 billion yen for the last fiscal year after
recording such appraisal loss. But analysts estimate
actually needed charges at tens of billions of yen more,
this by a company whose shareholders' equity amounted to
less than 30 billion yen as of March 1999. Moreover, Hazama
has to account for many more rotten apples on a newly
limelighted consolidated basis, like a golf-course
subsidiary that is chronically in the red.

Without the debt relief being sought, going a meaningful
distance toward cleaning up its balance sheet would plunge
the company into insolvency.  Negotiations with the banks
can be grueling, though. In an inauspicious parallel,
similar talks over Sogo Co. (8243), the struggling
department-store firm, have been dragging on for weeks. As
with Sogo, the outcome will depend crucially on the
attitudes of second-tier main creditors, such as Long-Term
Credit Bank (which is also a semi-main bank to Sogo) and
Nippon Credit Bank.

In any event, of overriding importance is whether Hazama
will be able to present the creditors with a far-reaching
yet realistic restructuring package. (Nikkei  24-May-2000,
New York Times  25-May-2000)


HAZAMA CORP.: Books 25.5B Yen net loss for FY99
-----------------------------------------------
Hazama Corp. (1837) announced Wednesday that it has posted
a net loss of 25.5 billion yen for fiscal 1999 after
booking 46 billion yen in extraordinary charges.

The major construction firm booked 1.5 billion yen in net
profit the year before.  The one-time charges include 9.8
billion yen in latent losses incurred on real estate held
for sale, whose market value fell more than 50% from book
value at the time of purchase.

Hazama also saw 22.5 billion yen in losses on loans
extended to a golf course operator subsidiary and costs
associated with guaranteeing its debt. It also booked 5.6
billion yen against its loan-loss reserves after its
investments in its U.S. real estate subsidiary went sour.
This fiscal year, Hazama plans to write off the 8.1 billion
yen in losses remaining as of the end of fiscal 1999 by
tapping into reserves and reducing capital. (Nikkei  25-
May-2000)


HEDSTROM HOLDINGS: Final Order Authorizes Post-Petition Financing
-----------------------------------------------------------------
By order entered on May 9, 2000, the debtors, Hedstrom Holdings,
Inc. and Hedstrom Corporation et al. are authorized to obtain
post-petition financing by entering into a post-petition
financing agreement with Credit Suisse First Boston and certain
other lenders.

After the Effective Date and through the Termination Date the
debtors are authorized to borrow up to $50 million in post-
petition loans.


INNOVATIVE CLINICAL: Moody's Downgrades Ratings
-----------------------------------------------
Moody's Investors Service downgraded the ratings assigned to
Innovative Clinical Solutions, Ltd. The ratings affected are as
follows:

$100 million 6.75% convertible subordinated debentures due 2003
from Caa3 to C

Senior implied rating from Caa1 to Caa3

Senior unsecured issuer rating from Caa2 to Ca

The rating action follows the company's announcement that it
intends to recapitalize the company by converting its $100
million 6.75% convertible subordinated debentures into common
equity through a voluntary prepackaged plan of reorganization.
Moody's believes that recovery of investment will be very low,
even though debenture holders will own 90% of the new common
equity. ICSL has suffered significant losses in recent years as
it has repositioned itself away from the physician practice
management business.

Innovative Clinical Solutions, Ltd., headquartered in Providence,
RI, provides services that support the needs of the
pharmaceutical and managed care industries.


INNOVATIVE CLINICAL: To Convert Debt Through Prepackaged Plan
-----------------------------------------------------------------
According to an article in the Providence Journal-Bulletin
On May 26, 2000, Innovative Clinical Solutions, of Providence,
said it will restructure its $ 100-million, 6.75 percent
convertible debentures due 2003 into ICSL common equity. The
company will seek to convert this debt through a voluntary
prepackaged plan of reorganization of ICSL and its subsidiaries
under Chapter 11 of the Bankruptcy Code. The company has opted to
recapitalize through a prepackaged plan, rather than through an
exchange offer, primarily because this process enables the
company to convert all $ 100 million of debentures as long as the
plan is approved by holders of at least two-thirds of the
principal amount of the debentures that actually vote on the plan
and more than one-half of the number of debenture holders who
actually vote on the plan. Holders of more than 50 percent of the
principal amount of the debentures have agreed in writing to vote
in favor of the prepackaged plan. The plan must also be confirmed
by a U.S. Bankruptcy Court.


ITS SUPPLY CORP: Boots & Coots Supplier Files for Bankruptcy
------------------------------------------------------------
Boots & Coots International Well Control Inc., a Houston oil-
field-services company, announced that its ITS Supply Corp. unit
filed for chapter 11 in Corpus Christi, Texas, on May 18,
according to a Dow Jones newswire report. The company said that
the filing doesn't affect the operations of Boots & Coots or any
other subsidiaries, and said it has issued a $1.5 million
guaranty for an ITS Supply debt, subordinated to the full payment
of all senior debt.

Boots & Coots said it doesn't expect to pay any part of the
guaranty. Boots & Coots, a provider of prevention and emergency-
response well-control programs to the oil and natural-gas
industry, said ITS Supply will file a reorganization plan, but
that ITS Supply's operating subsidiaries are not included in the
chapter 11 filing and shouldn't be affected by it. Last year,
Boots & Coots said ITS Supply lost roughly $1.8 million on
revenue of $11.3 million as a consequence of the sharp drop in
oil and gas prices and significantly fewer new international
projects in the third quarter of 1999. Boots & Coots is in the
process of completing the documentation necessary for the
acquisition by Foothill Capital Corp. of existing senior credit
debt currently led by Comerica  Bank-Texas.


LAMONTS APPAREL: To Redeem Unused Gift Certificates
---------------------------------------------------
Lamonts Apparel Inc. (OTC:LMNTE.OB), with the support of its
unsecured creditors committee, announced today that it will
redeem unused gift certificates for customers in all of its
markets who are still holding gift certificates that can no
longer be utilized at stores due to the current inventory
liquidation sales.

Customers who still possess gift certificates are asked to send
them for cash redemption to Lamonts' corporate headquarters as
follows:

Lamonts Apparel Inc. Attention: Gift Certificate Redemption 12413
Willows Road N.E. Kirkland, Wash., 98034

Gift certificate holders should include their name, address and
telephone number for reference and allow 30 days for validation
and processing. All gift certificates must be received by Lamonts
by June 30, 2000.

On April 24, Lamonts publicly announced plans to sell its real
estate assets and liquidate store inventories. On April 27, the
company stopped selling gift certificates, although merchandise
certificates were issued up to May 9 for returned merchandise
without a receipt.

Notices in the stores advised customers that certificates could
only be used in stores until May 16 in accordance with the Court-
approved inventory sale agreement.

Founded in 1967, Lamonts Apparel operates 38 stores in Alaska,
Idaho, Oregon, Utah and Washington. The company has headquarters
in Kirkland and employs approximately 1,500 people. The company
voluntarily filed to reorganize under Chapter 11 protection on
Jan. 4, 2000.


LOEWEN: Motion To Obtain $100,000,000 Replacement DIP Financing
---------------------------------------------------------------
The $100,000,000 Replacement DIP Facility arranged by First Union
National Bank will provide Loewen with access to a sufficient and
more affordable source of working capital financing during the
chapter 11 and CCAA proceedings, Richard M. Cieri, Esq., and
Charles M. Oellermann, Esq., explained to Judge Walsh.  Moreover,
the Replacement Facility relaxes many of the financial and
operational covenants under the Old $200,000,000 Facility.

The $100,000,000 Replacement DIP Facility will mature on June 30,
2001.  All of Loewen's borrowings under the Replacement Facility
will be secured by a first priority lien on all otherwise
unencumbered assets and will constitute a superpriority
administrative expense claim pursuant to 11 U.S.C. Sec.
364(c)(1).

After First Union's syndication of the Replacement DIP Facility,
consent to any modification of the facility will require
affirmative acceptance by Lenders holding at least 51% of the
aggregate unpaid principal and more than one-half of in number of
the Lenders.  This is a relaxation of the two-thirds dollar and
numerosity requirements under the Old Facility.  

First Union's liens will continue to be subject to a $10,000,000
Carve-Out for payment of professional fees and fees of the U.S.
Trustee.  

Excluding the 371 properties permitted to be sold under the
Global Bid Procedures approved by the Court in January, Loewen
covenants with the Lenders that it will not dispose of more than
$35,000,000 in assets without the express written consent of the
Required Lenders.  

The Minimum Cemetery Operating Cash Flow, Minimum Non-Cemetery
Operating Cash Flow, Consolidated Operating Cash Flow, Minimum
Funeral Home Gross Margin, and Minimum Funeral Home Revenue
Performance covenants under the Old DIP Facility are abolished
under the Replacement DIP Facility.  

The Replacement DIP Facility contains two financial covenants:

       * The Debtors agree that they will not permit, at the end
         of any fiscal quarter, the ratio of (x) Consolidated
         Operating Cash Flow to (y) Consolidated Interest Charges
         to exceed 3 to 1.  

       * Minimum Funeral Home Gross Margin (similar to an EBITDAL
         calculation), for any one fiscal quarter period, the
         Debtors covenant with First Union, shall not be less
         than $35,000,000.  

Limits on Capital Expenditures are abolished in the Replacement
DIP Facility.  

Richard S. Toder, Esq., and Mark Lisco, Esq., of Morgan, Lewis &
Bockius LLP, continue to serve as counsel to First Union.  First
Union Securities, Inc., will handle the syndication of the
Replacement DIP Facility.  The Debtors will reimburse First Union
for these professionals' fees.  

Based on the record before the Court in connection with the
interim and final approval of the Old DIP Facility and in the
absence of any objection to the Replacement DIP Facility, Judge
Walsh granted Loewen's Motion in all respects.  (Loewen
Bankruptcy News Issue 23; Bankruptcy Creditors' Services Inc.)


MARTIN COLOR-FI: Files Disclosure Statement and Plan
----------------------------------------------------
Martin Color-Fi, Inc. ("MCF") announced that it has filed a
Disclosure Statement and Plan of Reorganization ("Plan") with the
Bankruptcy Court in Columbia, South Carolina, the next step in
completing the Company's reorganization.

Under the plan, the Company seeks Bankruptcy Court approval of an
agreement executed by the Company with Dimeling, Schreiber & Park
("DS&P") and an affiliate of DS&P. Pursuant to the agreement,
DS&P proposed to acquire all of the stock of the reorganized
company and all presently outstanding shares of the Company would
be canceled. Neither the DS&P agreement nor the Plan will provide
any recovery for the Company's existing shareholders.

Additionally, GE Capital has given the Company a non-binding
commitment letter to provide a revolvingline of credit and term
loan facility in the aggregate amount of approximately $ 21.7
million, which will be used both to pay out creditors of the
estate and for post reorganization general working capital
purposes. The Bankruptcy Court has directed that competitive bids
from other prospective equity investors, if any, are to be
received no later than June 11, 2000, and, if necessary, a
hearing has been scheduled for June 15, 2000. A confirmation
hearing has been set for June 26, 2000. If the Plan, which
encompasses the DS&P agreement, is approved by the Bankruptcy
Court, a closing with DS&P is anticipated in early July 2000.

Martin Color-Fi filed for Chapter 11 protection on November 16,
1998. Since that time, it has stabilized its core operations,
liquidated its non-core assets, and is now seeking to reorganize
its capital structure. The carpet facility was sold in February
of this year and the Star facility has been shut down. The
Company further streamlined operations by moving a portion of its
pigment division, formerly located in Pensacola, Florida, to its
Sumter facility. These actions have allowed the Company to focus
on its core business of being one of the leading producers of
solution-dyed polyester fiber from recycled materials and return
it to profitability.

Stephen A. Zagorski, President and Chief Operating Officer of
MCF, said: "... I am looking forward to a successful exit in
early July."

Martin Color-Fi, Inc. produces polyester fibers and pellets from
recycled plastic materials such as soft drink bottles, off-class
packaging resins, polyester fiber waste and film waste. The
Company uses these materials to produce polyester fibers for a
wide range of markets, including automotive fabrics, carpet,
apparel, home furnishings, industrial fabrics and construction
reinforcement materials. The Company also produces yarns from
synthetic fibers, as well as dyes and pigments.


NEXTWAVE: FCC Wins in Case
--------------------------
Yesterday, a federal appeals court ruled that a bankruptcy court
did not have the authority to  block the Federal Communication
Commission (FCC) from re-auctioning licenses held by  NextWave
Telecom Inc., according to Reuters. The Second Circuit Court of
Appeals ruled that the bankruptcy court had overstepped its
bounds because FCC licensing decisions are subject only to
rulings by appeals courts, saying that licensing decisions were
"outside the limited jurisdiction of the bankruptcy court." It
also said the bankruptcy court violated an earlier mandate
issued by the appeals court that "repeatedly emphasizes that the
bankruptcy court is without power to review the FCC's regulatory
actions. Our mandate required the bankruptcy court to refrain
from impeding the regulatory actions of the FCC, in particular,
the FCC's enforcement of the payment schedule established by its
regulations, orders and decisions," the court said. "Today's
decision puts us one step closer to bringing this spectrum to the
marketplace so consumers can enjoy next generation wireless
services," said FCC Chairman William Kennard. The Hawthorne,
N.Y.-based NextWave won the 90 licenses, which include rights to
offer telephone service in New York, Chicago and Los Angeles, at
two 1996 government auctions for more than $4.8 billion. But the
company was unable to raise the money and declared bankruptcy
in 1998. Subsequently, the FCC moved to cancel the licenses, but
the bankruptcy court ruled that NextWave could keep them. Last
year, the Second Circuit overturned the decision and the FCC said
it planned to re-auction the licenses. When the bankruptcy court
issued an order prohibiting the FCC from re-auctioning the
licenses on Feb. 7, the FCC then petitioned the Second Circuit to
force the bankruptcy court to follow its earlier ruling.


PERKINS: Subsidiary of JDK Management To Purchase 15 Units
----------------------------------------------------------
The Cincinnati Enquirer reports on May 24, 2000 that a subsidiary
of JDK Management Co. Inc., which operates 20 Perkins franchises
in Pennsylvania, Maryland and New Jersey and also is a franchisee
of several other restaurant and hotel lines, will buy the
remaining assets of Cincinnati-based Reading Restaurants Inc.,
said Ed Doherty, president of Reading Restaurants.

The Perkins locations will continue to operate as planned after
the deal closes in early June, said Mr. Doherty, who will remain
as operations director.   "This is outstanding," he said. "This
is the best case for our employees."

The deal does not include five Perkins locations in Greater
Cincinnati, including two operated by Reading Restaurants and
three by a separate franchisee in Butler County.  The acquisition
will make JDK Management the largest Perkins franchisee in
the country. "We intend to restore Perkins to its former
leadership position in this area," said Dan Klingerman, a
principal in JDK Management.

Reading Restaurants filed for Chapter 11 bankruptcy protection in
October 1999.  Nationally, Perkins operates 134 of its own
restaurants and franchises 332 more.  The first Perkins
restaurant was opened in Silverton in 1958 by brothers Ivan and
Matthew Perkins.


PHYSICIANS RESOURCE: Equity Objects to Extension of Exclusivity
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Physicians
Resource Group, Inc. objects to a ninety-day extension of the
exclusive periods.  The Committee allleges that this is not an
unusaually large or complex case.  The debtor has only
approximately 100 creditors.  And although   the debtor's assets
are approximately $135 million, its asset structure is simple.  
The Committe states that the debtor is relying on attempted
settlements and litigation with the physician practices to
satisfy the "complexity factor" but admits that there are only 63
practice groups left.

The Equity Committee states that the debtor has ignored its
request for information, even when the Committee volunteered to
sign a confidentiality agreement, and has opposed every pleading
the Committee has filed seeking such information.

This case is a liquidation, not a reorganization.  The Committee
states that any interested party should be free to file its won
plan of reorganization and creditors and equity interest holders
should be given an opporutunity to choose between competing
plans, if available.  According to the committee, "The debtor has
offered no evidence to show why a 90-day extension of the
exclusivity periods would move the case more quickly toward
confirmation."
       

RAMA GROUP: Files for Chapter 11
--------------------------------
According to the Buffalo News dated on May 20, the Rama Group of
Companies, which publishes the Metro Community News, filed for
Chapter 11 bankruptcy protection in Buffalo's Western District
Federal Court. The filing follows an announcement on April 9 that
Strategic Publications has signed a letter of intent to buy the
Cheektoowaga business to protect jobs at Metro and permit the
orderly transfer of ownership.


SIRENA APPAREL: Intimate Apparel Division For Sale
--------------------------------------------------
Sirena Apparel Group has downsized in the wake of bankruptcy and
reorganization.  It was reported that in a disclosure statement
and business plan filed in bankruptcy court, Sirena put its
Jezebel/Renee of Hollywood intimate apparel division on the block
and discontinued all but three labels: Sirena swimwear, the Liz
Claiborne And Elisabeth plus-size swimwear licenses, and
Wearabouts, a coverup line, according to Brian Zientek, who
became chief executive officer in February.

As part of the reorganization, Sirena will no longer be publicly
traded, according to Zientek. The firm will be owned by its
debtors upon court approval of the reorganization plan.
Sirena last traded at $ 2 a share in over-the-counter trading,
before it was halted on June 8.

Zientek said Sirena will end its fiscal year on June 30 with a
volume of $ 32 million. He also projected sales for fiscal year
2001 of $ 32 million to $ 34 million. At its peak in 1998, Sirena
posted a volume of $ 51 million, Zientek said.

As part of the reorganization of the company, Sirena has put
Jezebel up for sale and is negotiating with at least three
interested parties, he said. At its peak, Jezebel had a volume of
$ 10 million, but at the time of the bankruptcy filing the
division posted about $ 7 million in sales, Zientek said.

The other key strategy is the discontinuation of several labels,
including the license for Anne Klein intimate apparel, swimwear
(which will be distributed through June) and sleepwear; Rose
Marie Reid, a popular-priced line the company relaunched in 1998;
the Hang Ten license for junior and kid's swimwear; HotWaters, a
junior's line; Concepts by Sirena, a contemporary label; Look &
Sea, a misses' and children's swimwear label, and Sirena Kids.
Zientek said that the firm's growth areas are in the three
remaining labels.

Liz Claiborne has extended its licenses through 2001, he added.
Doug Arbetman remains president of the company and oversees
merchandising.  Sirena has also requested a credit facility from
Foothill Capital of $ 25 million to $ 27 million annually, as
part of the reorganization plan.  The plan, pending approval from
creditors' committees and the court, would allow debtors to
acquire stock in the company as opposed to a cash payout.
(WWD; May 17, 2000)


SKELLY RANCH: Auctioned For $ 8.1M
----------------------------------
U.S. Bankruptcy Judge Dana S. Rasure ordered for Skelly Ranch,
real estate parcels, for its property and all other assets to be
auctioned. The sale, which was conducted by Williams & Williams,
amounts to $ 8.1 million gathered a number of 5,000 bidders. The
auction was a result of the bankruptcy filing in Tulsa last
September by Terrance P. Dillon, who bought the property in the
1990's.


SUPERIOR NATIONAL: Moody's Downgrades Ratings
---------------------------------------------
Moody's Investors Service has further downgraded the senior debt
and financial strength ratings of Superior National Insurance
Group, Inc. The senior bank facility rating was downgraded to C
from Ca. The insurance financial strength ratings of the
company's insurance subsidiaries were moved to Ca (Extremely
Poor) from Caa1 (Very Poor). The ratings of trust preferred
securities remain unchanged at "c", Moody's lowest rating class.

This rating action follows Moody's March, 2000 downgrade which
came after the California Department of Insurance seized control
of Superior National's four California companies. Since that
time, in late April, Superior National Insurance Group, Inc.
filed for Chapter 11 bankruptcy protection. More recently, the
California Department of Insurance, Conservation and Liquidation
Office stated in a request for proposal (RFP) that "(the
statutory statements for the Companies as of December 31, 1999)
may show a deficit as regards policyholders for some or all of
the Companies (under DOI control)". The RFP put forth by the
Conservation and Liquidation Office seeks parties interested in
taking part in the rehabilitation of the Superior National
companies. Under the most likely scenario, the party successful
in the RFP process would assume new and renewal business and
certain assets and liabilities of the Companies. The RFP also
seeks a claims administrator to run off the in-force business and
historical liabilities of the Companies. Lastly, the RFP seeks a
proposal for retroactive protection of the loss reserves for all
policies written prior to April 5, 2000. On that date, the
Conservator entered into an Interim Cut-Through Reinsurance
Agreement with Lumbermens Mutual Casualty Company (Moody's
financial strength rating of A2). The interim agreement inures to
the benefit of policies written after the effective date. Moody's
rating of Ca (Extremely Poor) on the Superior National insurance
companies speaks to the level of protection afforded to
policyholders with claims prior to that effective date.

The following ratings actions have been taken:

Superior National Insurance Group, Inc. -- guaranteed senior
secured term loan facility to C from Ca;

Superior National Insurance Company -- insurance financial
strength to Ca from Caa1;

Superior Pacific Casualty Company -- insurance financial strength
to Ca from Caa1;

California Compensation Insurance Company -- insurance financial
strength rating to Ca from Caa1;

Commercial Compensation Insurance Company -- insurance financial
strength rating to Ca from Caa1;

Combined Benefits Insurance Company -- insurance financial
strength rating to Ca from Caa1.

Superior National Insurance Group, based in Calabasas,
California, ranked as the second-largest writer of workers'
compensation in the state of California, and the largest private
sector workers' compensation writer in the state. At September
30, 1999 the company's shareholders' equity stood at $174 million
and it had reported a net loss of $30 million for the year-to-
date.


TELSTRA: Looking for foreign money
----------------------------------
Telstra Corp Ltd plans to push ahead with plans to raise up
to $7.5 billion in offshore and local borrowings this year
despite the downturn in the telecommunications sector
worldwide.

Telstra, which will next month launch its first Euro bond
issue in almost two years, said yesterday it would turn to
the euro, yen market later this year to raise funds.
Telstra corporate treasurer Mr Cliff Davis said he was
confident of raising between $5.75 billion to $7.5 billion
this calendar year.

However, Mr Davis admitted the downturn in the sector and
increasing number of capital raisings following the huge
prices paid for mobile phone spectrums in Europe would make
it more difficult.

"There is no doubt we will be able to undertake all those
borrowings," Mr Davis said.  "It's just a question of how
difficult will it be and what pricing we will encounter."

Following meetings with European investors this month,
Telstra will launch a one billion euro bond issue worth
$1.5 billion on June 5.  Telstra is now investigating the
possibility of following this up with a yen private
placement, to raise up to another $1.5 billion.

"Private placements in the yen market is offering pretty
good funding," Mr Davis said. "The Japanese cashflow is
very strong and they are starting to recover as an
investor."

In September-October, Telstra will turn to the U.S. global
markets to raise the funds needed for its major investment
in Hong Kong's Pacific Century Cyberworks Ltd. (The Border
Mail  25-May-2000)


VISTA EYECARE: Seeks To Extend Time To Assume/Reject Leases
-----------------------------------------------------------
Vista Eyecare, Inc., debtor and its debtor affiliates seek to
extend the time to assume or reject all unexpired leases of
nonresidential real property under which they are lessee.  The
debtors are the lessee under several hundred leases involving
quite substantial rental obligations.  The debtors need
additional time to analyze and gauge the performance of their
various stores and determine the number and location of stores
that will maximize profits.  The debtors seek this extension due
to the size of the cases, the substantial number and complexity
of the leases.

The debtors request that the court grant an extension of the
time, through and including the date of confirmation fo a plan of
reorganization.


WORLDTEK (CANADA) LTD: Default in Filing Financial Statements
-------------------------------------------------------------
Worldtek (Canada) Ltd. (CDNX:WTK) announced that there is a
default in filing financial statements for the year ended
December 31, 1999 and an anticipated default in filing financial
statements for the first quarter ended March 31, 2000.  The
default in filing was caused by a delay in completing the audit
of the Corporation's joint venture assets in China. Worldtek
(Canada) Ltd. is attempting to expedite completion of this
audit and it is anticipated that the required financial
statements will be filed in approximately eight weeks.  The
Ontario Securities Commission may impose an Issuer Cease Trade
Order if the default is not remedied by July 19, 2000.  Worldtek
(Canada) Ltd. intends to satisfy the provisions of the
Alternative Information Guidelines so long as it remains in
default of the filing requirements for financial statements.  
Unaudited financial statements dated February 29, 2000 for the
Corporation's wholly owned subsidiaries, Worldtek (Bahamas)
Limited and Worldtek International Limited, indicate net
earnings of HK$618,087 and a net loss of HK$52,456 respectively.


Meetings, Conferences and Seminars
----------------------------------
June 8-11, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800
   
June 14-17, 2000
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      16th Annual Bankruptcy & Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or aira@ccountry.net

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

July 13-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      7th Annual Northeast Bankruptcy Conference
         Doubletree Hotel, Newport, Rhode Island
            Contact: 1-703-739-0800
            
July 21-24, 2000
   National Association of Chapter 13 Trustees
      Annual Seminar
         Adams Mark Hotel, St. Louis, Missouri
            Contact: 1-800-445-8629 or info@nactt.com

August 3-5, 2000
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seaport Hotel and Conference Center,
         Boston, Massachusetts
            Contact: 1-800-CLE-NEWS

August 9-12, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Southeast Bankruptcy Workshop
         Hyatt Regency, Hilton Head Island, South Carolina
            Contact: 1-703-739-0800

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loews Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
August 17-19, 2000
   ALI-ABA
      Banking and Commercial Lending Law -- 2000
         Renaissance Stanford Court
         San Francisco, California
            Contact: 1-800-CLE-NEWS

September 7-8, 2000
   ALI-ABA and The American Law Institute
      Conference on Revised Article 9 of the
      Uniform Commercial Code
         Hilton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

September 15-16, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Views From the Bench 2000
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800

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

September 21-23, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800

September 21-24, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      8th Annual Southwest Bankruptcy Conference
         The Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800

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

November 27-28, 2000
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Third Annual Conference on Distressed Investing
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
November 30-December 2, 2000
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

February 22-24, 2001
   ALI-ABA
      Real Estate Defaults, Workouts, and Reorganizations
         Wyndham Palace Resort, Orlando (Walt Disney
         World), Florida
            Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  


                        *********

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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