TCR_Public/000531.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Wednesday, May 31, 2000, Vol. 4, No. 106

                   Headlines

ACCESS AIR: Reorganization Plan
CLOVERLAND MANUFACTURING: Files for Chapter 11
DELOREAN MOTOR: Bankruptcy Closes; Over 90% Distribution
EAGLE GEOPHYSICAL: Announces Filing of Reorganization Plan
GENICOM: Hurt By Changing Computer Printer Market

HARNISCHFEGER:  Beloit Owes Former Workers
HEDSTROM HOLDINGS: Files Motion To Extend Time To File Schedules
INVERWORLD: Court Approves Plan To Sell Assets
MARINA DEVELOPMENT: Seeks Hearing on Confirmation of Plan
MATTHEWS STUDIO: Reports $4.9-Million Loss

MEDICAL RESOURCES: Seeks Additional Time To Assume/Reject Leases
MICROAGE:  Bonus Plan Criticized
MONDI OF AMERICA: Hearing on Approval of Disclosure Statement
MOSSIMO:  Target Deal Still On
NATIONAL HEALTH: Moody's Lowers Ratings

OPHTHALMIC IMAGING: Announces Planned Investment
PAGING NETWORK: President and COO of Subsidiary Resigns
PATHMARK STORES: Execs Have Stake In Finding A Buyer
PENN TRAFFIC: Announces 43.6 Percent EBITDA Increase
PIC N' PAY: To Close Stores

PRIMARY HEALTH: Final Order Approves Amendment to DIP Financing
PREMIER LASER: Bar Date Set For July 31, 2000
PREMIER SALONS: Seeks Extension of Exclusivity
SAFETY COMPONENTS: Committee Taps Richard, Layton & Finger
SAFETY KLEEN: Names Top Officers

SOUTHERN MINERAL: Last Date For Filing Proofs of Claim
SUNSHINE MINING: Announces Noteholders Meeting
SUNTERRA CORP.: Reduces Work Force
TELEGEN CORP: Court Approves Disclosure Statement
TOYSMART.COM: Online Toy Store Shutting Down

U.S. LEATHER: Offers Workers $1,500 Each In Settlement
VISTA EYECARE: Committee Taps Houlihan Lokey
WORLDCLASS PROCESSING: Sale Moving Forward
WORLDCORP, INC: Motion For Approval of Settlement Term Sheet

                   *********

ACCESS AIR: Reorganization Plan
-------------------------------
AccessAir is negotiating with management companies that would
provide support services the airline had been providing itself.  
The new company would provide such services as maintenance, fuel
purchasing, ground handling and access to insurance. This would
mean lower overhead costs.  AccessAir intends to enter a contract
with an online reservation service.  AccessAir plans initially to
provide service between Des Moines and Chicago, Los Angeles, Las
Vegas and Orlando, Fla. AccessAir expects to expand its fleet.
The airline now flies two aircraft and would expand to three.


CLOVERLAND MANUFACTURING:  Files for Chapter 11
------------------------------------------------
Automobile engine rebuilder, Cloverland Manufacturing of
Escanaba, filed for bankruptcy protection under Chapter 11 caused
by the abnormally mild weather the past several winters with
extreme temperatures putting stress on engines.


DELOREAN MOTOR: Bankruptcy Closes; Over 90% Distribution
--------------------------------------------------------
The DeLorean Motor Co. bankruptcy case, originally filed as a
Chapter 11 case in October, 1982, and converted to Chapter 7 in
December, 1983, is about to close after 18 years.  "This case was
a no-asset case when it converted," says David W. Allard, the
trustee of 17 years.  "Hundreds of lawsuit recoveries over
the years, including one very large jury verdict in New York in
1998, created a sizable estate for distribution."  Allard is with
the Detroit law firm of Allard & Fish, P.C., and is president-
elect of the National Association of Bankruptcy Trustees.

Attorneys estimated in 1983 that creditors would receive less
than 5 cents on the dollar, yet the unsecured creditors received
an interim distribution of 9% in 1990 and are currently receiving
checks for 90% of the remaining balance. "I am hopeful that
creditors will be able to collect up to 100% of their principal
in a final distribution to be made near the year end.  That's
almost unheard of in Chapter 7 cases," says Allard.  "However, we
are having difficulty locating all the creditors entitled to
payment after so many years."

The complex and often contentious international case has been
presided over by Judge Ray Reynolds Graves, United States
Bankruptcy Court, Detroit, MI. Allard is represented by Deborah
Fish of Allard & Fish, Detroit, MI, Sheldon Toll, Robert Weiss,
and Judy Calton of Honigman Miller Schwartz and Cohn, Detroit,
MI, Whitney Gerard and Zachary Shimer of Chadbourne & Parke, New
York, NY and Michael Hess, the lead trial lawyer in the New York
case, who left Chadbourne & Parke after concluding the trial to
become Mayor Giuliani's City Corporation Counsel.  The firm of
Jay Alix & Associates led by Jay Alix and Rob Rock, Southfield,
MI, New York, NY, and Chicago, IL, has been Allard's accountant
since 1983.  Donald M. Robiner, United States Trustee, Cleveland,
OH and Marion J. Mack, Jr., Assistant United States Trustee,
Detroit, MI have administered the bankruptcy proceeding for many
years.


EAGLE GEOPHYSICAL: Announces Filing of Reorganization Plan
----------------------------------------------------------
Eagle Geophysical, Inc. (Nasdaq: EGEO) and its subsidiaries
announced that they have filed their proposed Joint Plan of
Reorganization in their bankruptcy proceedings.  As previously
reported, Eagle Geophysical and its wholly-owned subsidiaries
filed petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on September 29, 1999.  One of the debtor
subsidiaries, Atlantic Horizon, Inc., previously filed and
obtained confirmation of a plan of liquidation in March 2000.

The proposed Plan for the remaining entities generally provides
for payment of secured claims, an option for holders allowed
unsecured claims totalling $ 100,000 or less to take either a
cash payment of 15% of their claims or shares of new common stock
in the reorganized company.  The proposed Plan also provides for
the company's bondholders and remaining allowed unsecured
creditors to receive shares of new common stock in the
reorganized company.  All of the currently outstanding shares of
common stock of the company would be cancelled, with current
shareholders of the company receiving no interest in the
reorganized company.

Eagle Geophysical has now sold the majority of its marine assets,
and the reorganized company will sell the remaining marine assets
and continue to conduct the company's business as an onshore and
transition zone seismic data acquisition company.

A hearing was held by the Bankruptcy Court on May 24, 2000 and
the company's Disclosure Statement was approved.  The Bankruptcy
Court has set June 28, 2000, at 3:00 p.m. for the hearing on the
confirmation of Eagle's First Amended Joint Plan of
Reorganization.  If confirmed, all outstanding shares of common
stock of the company will be extinguished and new common stock
will be issued to various creditors under the Plan on the
Effective Date of the Plan.

Eagle Geophysical provides seismic data acquisition services to
the petroleum industry.


GENICOM:
-----------------------------------------------------------------
According to an article in The Washington Post on May 30, 2000,
Chantilly-based Genicom Corp., once manufacturing computer
printers for the likes of Wal-Mart, Chrysler, General Motors and
Prudential is spending its last days in the federal bankruptcy
court in Wilmington, Del., its assets being auctioned off
piece by piece. At best, the sales may yield $ 34.8 million for
the creditors of a company that in 1998 generated $ 452 million
in revenue.

According to the report Genicom's bitter ending is the result of
a changing computer printer market, some bad management decisions
and a business acquisition that quickly turned sour.

Genicom was forced to file bankruptcy by a group of nine lenders
headed by Bank of America that say they are owed nearly $ 116
million. In the 1990s, Genicom's executives attempted to increase
the size of the firm's printer business through acquisition of
smaller firms that had a particular niche they wanted to pursue.

By 1997, Genicom's executives decided they needed a brand-name
printer to market, so in August 1997 the company paid $ 27
million to buy the printer division of a leading manufacturer,
Digital Equipment Corp. Winn said the Digital name gave the firm
the immediate market recognition it had sought, not to mention
another $ 115 million in annual revenue. In 1998, the company hit
its peak in revenue, taking in $ 452 million, making it the 41st
biggest company in the Washington area.

But Genicom's euphoria over the Digital purchase lasted just a
matter of months. In February 1998, Compaq Computer bought the
rest of Digital and within weeks announced that it would abandon
the use of the Digital brand. That immediately undercut the whole
point of Genicom's acquisition. Under the terms of Genicom's
purchase, Digital was to continue marketing its named printers, a
task that Compaq was supposed to assume with its acquisition of
the rest of Digital.


HARNISCHFEGER:  Beloit Owes Former Workers
-------------------------------------------
According to an AP report on, The Department of Workforce
Development sent a letter to Beloit Corp.'s former parent company
Harnischfeger Industries who declared bankruptcy last summer,
saying Beloit Corp. owes 200 former employees of the 270 who
filed complaints, a total of $ 3.6 million in severance pay.


HEDSTROM HOLDINGS: Files Motion To Extend Time To File Schedules
----------------------------------------------------------------
The debtors, Hedstrom Holdings, Inc., et al. seek an extension of
the time to file schedules of assets and liabilities, schedules
of executory contracts and unexpired leases and statements of
financial affairs with the US Bankruptcy Court for the District
of Delaware.

The debtors request that the court further extend the time to
file their schedules and statements to and including June 22,
2000.  The debtors will not be able to complete the schedules and
statements by the May 22, 2000 deadline due to the size and
complexity of the debtors' cases, and the competing demands upon
their employees to assist in efforts to stabilize business
operations during the initial postpetition period.


INVERWORLD: Court Approves Plan To Sell Assets
------------------------------------------
San Antonio Express-News reports on May 23, 2000 that U.S.
Bankruptcy Court Judge Leif Clark approved a plan to allow
PricewaterhouseCoopers, InverWorld's court-appointed bankruptcy
receiver, to sell the defunct company's remaining portfolio
holdings, valued at $88.5 million, over the protests of two of
the several lawyers representing InverWorld creditors and
investors.

But an official with Morgan Stanley Dean Witter, hired by
PricewaterhouseCoopers for the sale of InverWorld assets,
testified that because about 95 percent of the assets are bonds
denominated in U.S. dollars, and because U.S. interest rates are
rising, it would be best if the bonds were sold quickly.  

"All insolvency proceedings are, in effect, rough justice," Clark
said when making his decision.  

His order becomes final in 10 days. Once that happens, said Len
Blackwell, the PricewaterhouseCoopers official who is acting as
receiver and trustee to several of the InverWorld entities, the
sale will begin.  

Most of the assets will be sold off within 30 days, he said. But
some of them are obscure corporate or government bonds from other
countries, and they could take longer to sell.  


MARINA DEVELOPMENT: Seeks Hearing on Confirmation of Plan
---------------------------------------------------------
The debtor, Marina Development Associates, LP seeks to dispense
with the requirement that the debtor file a disclosure statement
and asks that the court set a hearing on confirmation of the
debtor's plan of liquidation.  The plan provides for full payment
of all allowed claims, with no class of claims or interests being
impaired.  The plan will be funded by the proceeds realized from
the transfer of the debtor's property.  The debtor entered into
an agreement for the sale of substantially all of its assets to
Optima Equities, Inc. for the sum of $6.25 million together with
50% ownership interest in Optima.  It is anticipated that the
purchase price will be more than sufficient to fund a plan of
reorganization which provides for payment in full to the debtor's
various creditors.  


MATTHEWS STUDIO: Reports $4.9-Million Loss
------------------------------------------
The Los Angeles Times reports on May 23, 2000 that bankrupt
Matthews Studio Group of Burbank, which supplies lighting, grip,
transportation, professional camera, video and audio equipment to
the entertainment industry, reported a net loss of $ 4.9 million
for the second quarter ended March 31 compared with $ 2.2 million
for the same period last year. Revenues were $ 10.4 million, a
29% decrease.


MEDICAL RESOURCES: Seeks Additional Time To Assume/Reject Leases
----------------------------------------------------------------
The debtors, Medical Resources, Inc., et al. seek an extension of
time within which the debtors may assume or reject unexpired
leases of nonresidential real property.

The debtors seek an extension through and including the earlier
of October 6, 2000 or the effective date of the debtors' amended
joint plan of reorganization.

MRI is currently party to six unexpired leases of nonresidential
real property. Each of the leases relates either to MRI's
corporate or regional headquarters.  These headquarters contain
the equipment and personnel which perform all of MRI's essential
business functions.  Accordingly, each of the unexpired leases is
important to the continued operation of the business.  The
debtors are continuing to evaluate the unexpired leases in the
context of their reorganization plans and their anticipated
emergence from Chapter 11.


MICROAGE:  Bonus Plan Criticized
---------------------------------
The Arizona Republic reports on May 23, 2000 that a key party in
the MicroAge Inc. bankruptcy case has filed an objection to the
company's employee bonus and severance plan.

The U.S. Trustee's Office, a bankruptcy case watchdog, takes
issue with benefits for the company's top executives.

In a filing in U.S. Bankruptcy Court in Phoenix, it notes that
the plan, which is designed to encourage workers to stay during
the Chapter 11 reorganization, is "heavily skewed" toward top
management. Those executives would receive a bonus equal to 75
percent of their base salary, compared with 10 percent for most
of the 4,000 full-time employees.

The filing says bonuses may not be necessary to keep top
executives such as Jeffrey McKeever, the chief executive officer,
since they likely would receive large stock-option grants or hold
onto at least some of their stock holdings if the company
successfully reorganizes.


MONDI OF AMERICA: Hearing on Approval of Disclosure Statement
-------------------------------------------------------------
A hearing will be held on June 9, 2000 at 3:30 PM before the
Honorable Peter J. Walsh, US Bankruptcy Judge, 824 N. Market
Street, 6th Floor, Wilmington, Delaware 19801 to consider the
adequacy of the information contained in the Disclosure
Statement.

The consolidated plan of liquidation of Mondi Of America, Inc.
and its debtor affiliates ultimately provides for the complete
liquidation of the debtors' assets to pay allowed claims.  The
debtors have converted a majority of their assets into cash;
assumed and assigned, rejected or otherwise disposed of all of
their 51 leases of non-residential real property and collected
most of their prepetition accounts receivable.  The debtors
currently employ only three employees and anticipate that only
one employee will remain through the Effective Date.

To carry out the provisions of the plan the debtors will
establish a Liquidating trust and appoint a plan trustee.  The
estimated distribution to allowed unsecured claimants is
estimated between $.31 and $.62 per dollar of allowed unsecured
claim, depending upon the reconciliation of disputed claims,
convenience class election and the debtors' contingent non-cash
assets.


MOSSIMO:  Target Deal Still On
-------------------------------
According to an AP report on May 24, Mossimo Inc.'s products will
be sold in Target stores beginning next February for a guaranteed
$ 27.8 million in royalties from Target for the first three years
despite the company's present condition.


NATIONAL HEALTH: Moody's Lowers Ratings
---------------------------------------
Moody's Investors Service has lowered its senior unsecured long-
term debt rating for National Health Investors, Inc. (NHI) to
Ba3, from Ba1, its subordinated debt rating to B2, from Ba3, and
its cumulative preferred stock rating to "b2", from "ba3".
Moody's also placed NHI's ratings under review for further
possible downgrade.

According to Moody's, these rating actions follow NHI's
announcement that holders of private notes financed through the
National Health Corporation Leveraged Employee Stock Ownership
Plan (ESOP) have requested that the REIT repurchase approximately
$25.9 million in notes by June 15, 2000. Although National
Healthcare Corporation (NHC), a public healthcare operator and
sponsor of NHI, and National Health Realty, Inc., (NHR), a public
REIT spun-off by NHC, are guarantors on the notes, NHI is
ultimately responsible for the buyback. If NHI does not
repurchase the ESOP notes as required, holders could accelerate
them, which in turn, could subject other debt of NHI to
acceleration.

The REIT's ratings also reflect NHI's tight liquidity, its near-
term debt maturities, the continued financial, operational
challenges facing some of its operators, and the deterioration in
portfolio lease and debt service coverage ratios. NHI's
heightened leverage profile, its relatively small size and
limited financial flexibility in a more difficult operating and
capital markets environment are additional credit concerns.

NHI's $100 million bank credit facility, which is approximately
90% drawn, matures in October 2000, constraining its financial
flexibility. Difficult capital markets conditions are another
compounding factor. Moody's expects that the REIT will be able to
refinance its bank line, albeit at less favorable terms given
current market conditions.

Moody's noted that National Healthcare Corporation, NHI's
external advisor, operates over 29% of the REIT's total
investments, representing roughly 35% of NHI's revenues. Moody's
believes that NHI's relationship with NHC benefits the REIT in
its efforts to promptly address difficulties with unaffiliated
operators as they arise. Nonetheless, the REIT's operator
concentrations and the difficulties facing them could still make
the effort to find permanent replacements difficult, and National
Healthcare Corporation's capacity to fill this void is limited.

Furthermore, NHI's heavy reliance on NHC limits its financial
flexibility. In Moody's view, the affiliation between NHC and NHI
increases the REIT's business risk profile to levels similar to
that of a health care operator, rather than a real estate lender.
NHC's financial performance, which has and continues to be under
pressure from continued healthcare industry challenges, could
contribute to deterioration in NHI's earnings and cash flow
performance.

The ratings continue to reflect NHI's good profitability measures
and adequate interest and fixed charge coverages at the corporate
level, as well as its established track record of operating in
the long-term healthcare facility business.

Moody's review will focus on NHI's ability to satisfy its near-
term debt obligations and improve liquidity, and its medium and
long-term financial and investment strategies, as well as the
impact of on-going litigation and other challenges facing
National Healthcare Corporation on NHI's credit profile.

The following ratings were lowered and placed under review for
possible further downgrade:

National Health Investors, Inc. - Senior unsecured debt to Ba3,
from Ba1; senior subordinated debt to B2, from Ba3; cumulative
preferred stock to "b2", from "ba3"; senior unsecured debt shelf
to (P)Ba3, from (P) Ba1; senior subordinated debt shelf to (P)B2,
from (P)Ba3; cumulative preferred stock shelf to "b2", from
(P)"ba3"; and non-cumulative preferred stock shelf to (P)"b3",
from (P)"b1".

National Health Investors, Inc. [NYSE: NHI], headquartered in
Murfreesboro, Tennessee, USA, is a real estate investment trust
which invests in long-term care and other health care facilities.
The REIT is invested in 146 long-term care facilities, two acute
care hospitals, eight medical office buildings, 22 assisted
living facilities, seven retirement centers and 17 residential
projects for the developmentally disabled, located in 26 states
throughout the USA. As of March 31, 2000, the REIT had total
assets of approximately $762.7 million (book).


OPHTHALMIC IMAGING: Announces Planned Investment
------------------------------------------------
Ophthalmic Imaging Systems (OTC Bulletin Board: OISI) ("OIS")
announced that a private investor has agreed to make a
substantial investment in the Company. In addition to providing
working capital for the Company, the group has agreed to purchase
the shares of OIS Common Stock held by the controlling
shareholder, which recently filed for protection under Chapter 11
bankruptcy. The transactions are subject to certain customary
closing conditions and approval by the bankruptcy court and, are
expected to be concluded by mid-summer. Further terms were not
disclosed.

OIS Chairman, Walt Williams commented, "Ophthalmic Imaging
Systems has always had a reputation for innovation and quality in
ophthalmic diagnostic products. With this injection of new
working capital we will be able to get on with our business of
providing superior products and exemplary technical support to
the medical community we serve."

Ophthalmic Imaging Systems is the leading provider of ophthalmic
digital imaging systems. The Company designs, develops,
manufactures and markets digital imaging and image enhancement
systems and analysis software. With over a decade in the
ophthalmic imaging business, OIS has consistently been the first
to introduce new technology and features. The Company offers
customer support through a worldwide network of service
technicians.


PAGING NETWORK: President and COO of Subsidiary Resigns
--------------------------------------------------------
Paging Network Inc. (Nasdaq:PAGEE) announced that Mark A.
Knickrehm, president and chief operating officer of Vast
Solutions, Inc., a wholly owned subsidiary of PageNet, has
resigned effective May 26 and will be replaced by Christopher C.
Sanders.

Knickrehm, 38, has been with Vast, a leading provider of wireless
communications solutions, since its inception as a separate
PageNet subsidiary in June 1999. He was executive vice president
and chief financial officer of PageNet from February 1998 until
he assumed the Vast posts. Prior to joining PageNet, he was a
partner of McKinsey & Company, where he co-led the consulting
firm's wireless communications practice.


PATHMARK STORES: Execs Have Stake In Finding A Buyer
-----------------------------------------------------
According to an article in The Star-Ledger on May 23, 2000, top
executives at Pathmark Stores Inc. have a stake in helping the
troubled company find a buyer quickly. They could get millions of
dollars if the company is sold by July 31, according to company
documents.  

Pathmark has been trying in recent months to get out from under
its $ 1.5 billion debt. The company said in March that it hired
an investment bank to help it weigh its options, which include
either restructuring the debt or selling the company. The company
has said it is in negotiations with its bondholders to reach a
restructuring agreement.


PENN TRAFFIC: Announces 43.6 Percent EBITDA Increase
----------------------------------------------------
The Penn Traffic Company (Nasdaq: PNFT) announced that EBITDA for
the first quarter ended April 29, 2000 was $22.0 million,
compared to $15.4 million in the prior year, an increase of 43.6
percent.

Same store sales increased 0.4 percent from the comparable prior
year period. Revenues for the first quarter were approximately
$592.6 million compared to $615.0 million in the prior year, a
decrease of 3.6 percent. Revenue comparisons are affected by
store closures and sales completed since February 1999.

Net income excluding amortization of excess reorganization value
and an unusual item was $0.8 million or $.04 per share in the
first quarter. During the quarter, the Company recorded a noncash
charge of$27.3 million for amortization of excess reorganization
value and an unusual item of $0.4 million associated with the
implementation of a warehouse consolidation project. Amortization
of excess reorganization value is a noncash charge related to the
Company's recent financial restructuring that will end during
calendar year 2002. After deduction of these items, the Company
reported a net loss of $26.7 million or$1.33 per share.

"We are making excellent progress in implementing our business
strategy, which is designed to generate sales and operating
income growth in an evolving competitive environment," said
Joseph V. Fisher, President and Chief Executive Officer of The
Penn Traffic Company. "We believe that we are well positioned to
achieve positive same store sales and solid EBITDA growth for our
current fiscal year and beyond."

According to Mr. Fisher, the major components of Penn Traffic's
strategy are:

   - Reestablish a strong capital investment program

   - Enhance the Company's merchandising

   - Improve store operations

   - Reduce and contain costs.

"Our $100 million 18-month capital expenditure program is
proceeding on schedule," said Martin A. Fox, Executive Vice
President and Chief Financial Officer. "We are now back on track
with a sustainable long-term capital program that we believe will
allow us to maintain or improve our market positions. With our
growth in EBITDA and lower than planned debt levels, we expect
that these capital investments can primarily be funded from
operations."

"Since the beginning of our fiscal year, we have completed 10
major remodels of our stores, with nine of these stores
relaunched since April," said Mr. Fisher. "We expect that these
capital projects will enhance our sales and profits for the
remainder of this year and in the future." Since January 30,
2000, Penn Traffic has completed major remodels in Fulton, Ithaca
(two stores) and Silver Creek, New York; DuBois (two stores) and
North Warren, Pennsylvania; and Columbus, Lancaster and
Portsmouth, Ohio. In addition, the Company has completed several
smaller remodels of other stores this year.

"We are nearing the completion of our warehouse consolidation
project," said Mr. Fisher. "We expect to realize annual cost
savings of approximately $2 million upon the completion of the
start-up phase in July." Penn Traffic is converting its
Jamestown, New York warehouse to a company-wide general
merchandise/health and beauty care (GM/HBC) warehouse and closing
the Columbus, Ohio GM/HBC facility. As described above, first
quarter results include a $0.4 million unusual item associated
with the implementation of this project. The Company expects to
record an additional charge of approximately $1 million in the
second quarter when the project is completed.
  

PIC N' PAY: To Close Stores
---------------------------
The Virginia-Pilot reports on May 23, 2000 that 11 Pic N' Pay
shoe stores and two Shoe World stores will close by the end of
May. Mathews, N.C.-based Pic N' Pay Stores Inc., which owns those
brands along with Shoe City, filed for Chapter 11 Bankruptcy in
March.


PRIMARY HEALTH: Final Order Approves Amendment to DIP Financing
---------------------------------------------------------------
The Honorable Mary F. Walrath entered an order on May 17, 2000
approving the fifth amendment to the DIP credit agreement among
Primary Health Systems, Inc. and its subsidiaries and the
lenders, First Union National Bank, agent.  The debtors are
authorized to obtain, and the lenders are authorized to extend,
additional postpetition financing pursuant to the terms and
subject to the conditions set forth in the Credit Agreement, the
Fifth Amendment, the Loan Documents, and the Order, in a maximum
principal amount outstanding not to exceed $58 million.


PREMIER LASER: Bar Date Set For July 31, 2000
---------------------------------------------
The debtor, Premier Laser Systems, Inc., and EYESYS-Premier, Inc.
seek entry of an order setting July 31, 2000 as the Bar Date, the
last date for filing proofs of claim against the debtors. The
debtors also seek entry of an order establishing August 30, 2000
as the last date for the filing of proofs of claim by entities
such as codebtors, sureties or guarantors, and September 29, 2000
as the last date for the filing of proofs of claim by
governmental units.


PREMIER SALONS: Seeks Extension of Exclusivity
----------------------------------------------
The debtors, Premier Salons International, Inc. et al. seek to
extend the exclusive periods during which the debtors may file a
plan of reorganization through and including August 25, 2000 and
solicit acceptances thereof through and including October 24,
2000.

The debtors claim that there is cause for such an extension.  The
debtors retained Abrams, Jossel & Knopfler LLC to explore
strategic alternatives for the debtors.  US Bank is analyzing the
firm's reports and the debtors expect to work closely with the
firm and US Bank to develop a consensual plan of reorganization.

The debtors have reject unprofitable Street Salon leases and
closed unprofitable department store salons.  The debtors' assets
total approximately $18 million and they have $23 million in
liabilities with over 7,000 potential creditors.


SAFETY COMPONENTS: Committee Taps Richard, Layton & Finger
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Safety
Components International, Inc., et al. seek to retain Richard,
Layton & Finger, PA as counsel to the official unsecured
creditors' committee.

The firm will render inter alia the following legal services:

Advise the Committee as to its rights and duties;

Advise the Committee in connection with proposals and pleadings
submitted by the debtors or others to the court;

Investigate the actions of the debtors and the assets and
liabilities of their estates;

Advise the Committee in connection with the negotiation and
formulation of a plan or plans of reorganization;

Consulting with the debtors and their professionals concerning
the administration of the cases;

Generally advocating positions that further the interests of the
unsecured creditors represented by the Committee; and

Performing such services as are in the interests of the debtors'
unsecured creditors.

The firm will be paid according to its customary hourly rates.


SAFETY KLEEN: Names Top Officers
--------------------------------
Safety-Kleen Corp., partly owned by Laidlaw Inc. of Canada,
announced David E. Thomas Jr., the chairman of Safety-Kleen's
board as CEO and Grover C. Wrenn, the company's vice chairman, is
made President and COO.


SOUTHERN MINERAL: Last Date For Filing Proofs of Claim
------------------------------------------------------
On October 29, 1999, Southern Mineral Corporation and its
affiliated debtors filed petitions for relief under Chapter 11.  
The Court fixed March 5, 2000 as the deadline for creditors to
file proofs of claim.  On May 16, 2000, the court entered an
order fixing a supplemental Bar Date for certain claimants and
approving notice and service requirements in connection
therewith, directing all of the entities to file proofs of claim
and proper supporting documentation with the court.  All proofs
of claim to be filed by the Affected Creditors must be filed on
or before June 15, 2000.


SUNSHINE MINING: Announces Noteholders Meeting
----------------------------------------------
Sunshine Mining and Refining Company (NYSE:SSC) announced
recently that a meeting of the Noteholders of the 8% Senior
Exchangeable Notes of Sunshine Precious Metals Inc. (the
Eurobonds) was convened today.

At the meeting, a motion was made and passed to further extend
the maturity of the Eurobonds from May 24 to June 23, 2000.

Also at the meeting, a motion was made and passed to allow
extraordinary resolutions to be passed by either (i) a meeting of
the Noteholders duly convened pursuant to the Trust Deed, or (ii)
written consent executed by Noteholders holding two-thirds of the
principal amount of Notes outstanding.

The meeting has been adjourned until June 23, 2000. As previously
announced, Sunshine is continuing negotiations with the
Noteholders and holders of its other debt securities regarding a
comprehensive restructuring of the Company's balance sheet.


SUNTERRA CORP.: Reduces Work Force
---------------------------------
The Sun-Sentinel reports on May 24, 2000 that Sunterra Corp., one
of the world's largest time-share companies, is eliminating 930
jobs from its worldwide workforce -- including cuts at its
Orlando headquarters -- and halting sales at some of its less
profitable resorts. However, cutting 12 percent of its 7,800-
person work force is not enough to provide the company with
sufficient liquidity to ensure that it will be able to continue
operations.

The company, which is trying to sell some of its resorts, is
scrambling to avoid defaulting on a scheduled $ 6.5 million
payment due last week on its $ 140 million in senior notes. A 30-
day grace period gives the company until mid-June to make good on
the payment.  

"Only two things can happen at this point. Either they will sell
the company or file for bankruptcy," said an analyst who asked
not be identified. "And it's looking less and less likely that
they will sell."


TELEGEN CORP: Court Approves Disclosure Statement
-------------------------------------------------
Telegen Corporation (OTCBB:TLGNQ.OB) announced that the U.S.
Bankruptcy Court for the Northern District of California has
approved its disclosure statement to be used in soliciting
creditor and shareholder votes on Telegen's Plan of
Reorganization.  Additionally, the Court set June 28, 2000 at
1:30 PM as the date for a hearing to consider confirmation of the
Plan. The deadline for voting on the Plan is June 23, 2000 at 5
PM Pacific Time.

Creditors and shareholders should expect to receive their ballot
and explanatory materials by late next week. Ballots and
materials are also being sent to creditors of Telegen's
subsidiaries, Telegen Communications Corporation and Telegen
Display Laboratories, Inc., who are also affected by the Plan
because the subsidiaries' assets are to be consolidated with
Telegen's assets if the Plan is confirmed.

A brief synopsis of the Plan of Reorganization is available on
Telegen's web site at http://www.telegen.com/plan.html.

Telegen Corporation is headquartered in San Mateo, California,
with a diverse technology base in flat panel display technology,
telecommunications and Internet products. The Company's stock is
traded under the symbol TLGNQ.OB.


TOYSMART.COM: Online Toy Store Shutting Down
--------------------------------------------
Toysmart.com is shutting down its online educational toy store
after it failed to compete with bigger rivals on the Web
including eToys and Toysrus.com.

Shoppers logging on to the site, of which Walt Disney Co. owns a
majority stake, found a notice saying it was closed for
inventory, but a spokeswoman confirmed Monday that the Waltham,
Mass.-based company was ceasing operations.  "The online toy
market is an incredibly competitive business that has some very
strong players," said Michelle Bergman, a spokeswoman
for Go.com, which oversees the Disney's Internet businesses.


U.S. LEATHER: Offers Workers $1,500 Each In Settlement
-------------------------------------------
Milwaukee Journal Sentinel reports on May 24, 2000 that bankrupt
United States Leather Inc., the company which currently owes
creditors about $35 million, is giving $1,500 to each of the
workers who lost their jobs when the company shut down its two
Milwaukee plants, under a proposed settlement announced at a
bankruptcy hearing last week.

As part of the tentative agreement, the state also would retain a
$2.3 million lien on U.S. Leather's Wisconsin assets to cover any
unpaid vacation, severance pay and other benefit claims by former
employees.

The proposed settlement  is a compromise that guarantees workers
some compensation for the plant closings and avoids a prolonged
court battle that workers might not win, said Assistant Attorney
General Richard E. Braun, who represents the Wisconsin Department
of Workforce Development in the case.

As part of the deal, the state would drop claims and litigation
related to allegations that U.S. Leather violated state plant-
closing laws when it gave workers only two days notice in
February that it was shutting down the its Pfister & Vogel
tannery, 1531 N. Water St., and A.L. Gebhardt tannery, at 2615 W.
Greves St. Together, the tanneries, which produced leather for
shoes and other items, had about 525 employees, according to
Braun.

Moreover, in last week's hearing, Judge Margaret Dee McGarity
approved a plan by the company to liquidate by selling its
equipment and properties. Money from those sales would be used to
pay off its debt, with primary lender Congress Financial Corp.,
which is based in New York, receiving top priority for repayment.  


VISTA EYECARE: Committee Taps Houlihan Lokey
--------------------------------------------
The Official Committee of Unsecured Creditors of Vista Eyecare,
Inc. f/k/a National Vision Associates, LTD, et al. applies for
approval of the appointment and retention of Houlihan Lokey
Howard & Zukin Capital to May 1, 2000 as financial advisor to the
committee.

The court will perform the following services:

Analyze and review the financial and operating statements of the
debtors;

Analyze the business plans and forecasts of the debtors;

Evaluate the assets and liabilities of the debtors;

Provide such specific valuation and analyses as the Committee may
require in connection with these cases;

Evaluate the sales process for certain assets of the debtors and
their subsidiaries;

Devise appropriate strategies to maximize the value to be
received by the unsecured creditors in the debtors' cases;

Assess the financial issues and options concerning the debtors'
plan of reorganization;

Prepare analysis and explanation of the debtors' plan of
reorganization to various constituencies; and

Provide testimony in court on behalf of the Committee if
necessary.

Houlihan, Lokey shall receive a cash fee, payable by the debtors
of $100,000 per month for services provided by Houlihan Lokey to
the Committee.


WORLDCLASS PROCESSING: Sale Moving Forward
------------------------------------------
With the approval of U.S. Bankruptcy Court Judge Judith
Fitzgerald, the sale of WorldClass Processing, Inc., the steel
processing facility located in the Port Ambridge Industrial Park
in Ambridge, PA, is moving forward and should be completed by
June 30.

Neal Dugan, WorldClass Processing president and chief executive
officer, and Jack Teitz, the company's chief financial officer,
said they will assist in the transition in ownership to Samuel
Manu-tech of Mississauga, Canada, but will not remain with the
company.

"We want to make this as smooth a transition as possible," said
Dugan and Teitz.  "We have an extremely dedicated group of
employees who have done an exceptional job under some dire
circumstances to keep this company alive, and we are extremely
pleased that Samuel Manu-tech wants to keep the group intact, and
is currently negotiating with key staff members to keep them on
board," they added.

"Samuel Manu-tech has achieved a reputation as an excellent
operator and for treating their employees in a highly
professional manner.  They also have plans to further enhance the
growth possibilities for WorldClass," said Dugan and Teitz.

"When we complete our role in the transition process, Jack and I
will be launching a new business endeavor," said Dugan, "and
we'll have an announcement at that time."

Samuel Manu-tech has promised to honor the WorldClass contract
with the United Steel Workers Union.  WorldClass Processing
currently employs more than 70 people, operating five to six days
a week, 24 hours a day, depending on the work volume.

Founded in 1991, the steel processing facility opened in 1992,
but has been ensnared in a five-year legal dispute with two
former partners which resulted in a chapter 11 bankruptcy
reorganization filing 18 months ago.


WORLDCORP, INC: Motion For Approval of Settlement Term Sheet
------------------------------------------------------------
The debtors, Worldcorp, Inc. and Worldcorp Acquisition Corp. seek
approval of the a settlement term sheet.  The debtors have filed
a joint liquidating plan of reorganization that calls for all of
their assets to be liquidated and distributed to creditors.  The
court entered an order approving the disclosure statement and
voting procedures for the debtors' plan.  The proposed plan,
approved disclosure statement and ballots for voting on the plan
were distributed to creditors in accordance without he terms of
the court's March 20, 2000 order.  The plan was accepted by all
voting classes, and no objections to the plan were received.  On
April 26, 2000, the court held a confirmation hearing on the
debtors' proposed plan.  

Thereafter certain objections to the plan were raised and the
debtors and the Committee are now filing a motion for approval of
the Settlement Term Sheet to pave the way for confirmation of the
plan.  The settlement provides for settlement of a Bonus Claim
Motion of Mark Feldman and Joseph Dryer.  The debtors'
professionals agree to reduce the amounts of fees.  The debtors
agree to withdraw their limited objection to a claim of
Rothschild Recovery Fund, LP(now known as WLR Recovery Fund,
LP)which clears the way for a settlement of that claim that was
negotiated by the disinterested members of the Committee; and
William Gorog agreed to reduce his pending administrative claim
by $100,000.

                   *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

Copyright 2000.  All rights reserved.  ISSN 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 301/951-6400.

                 * * * End of Transmission * * *