TCR_Public/000601.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

    Thursday, June 1, 2000, Vol. 4, No. 107

                   Headlines

ATOLS TOOL: Case Summary and 20 Largest Unsecured Creditors
BLADES ICE: Case Summary and 20 Largest Unsecured Creditors
BLUESTAR BATTERY: Revenues Decrease 29%
BREED TECHNOLOGIES: Seeks Approval of Compromise with DMR
DAI-ICHI HOTEL LTD: Goes Bust, Files For Bankruptcy

ELECTRO-CATHETER: Merit Medical Acquires Electro-Catheter Assets
EXCELSIOR-HENDERSON: Offers To Make Principal Payments In Loans
FAMILY SNACKS: Unsecured Creditors File Suit
FINE AIR SERVICES: Moody's Downgrades Ratings; Outlook Negative
FORMICA CORPORATION: Moody's Downgrades Ratings

HOUSING RETAILER: GEIPPPII and Ardhouse Object to Re-Conversion
HURRICANE HYDROCARBONS: Emerges from Bankruptcy, Reverses Losses
ISUZU MOTORS LTD.: Suffers 50.8B Yen group operating loss
LAKE SHORE: Involuntary Case Summary
LAMONTS: Gottschalks To Increase Credit Line by $40M

LEASING SOLUTIONS: Seeks Approval of Disclosure Statement
LET'S TALK CELLULAR: To Receive $15 Million in DIP Financing
LINC CAPITAL: No Bankruptcy Plans
LOEWEN: Applies To Employ Yantek as Contract Consultant
NEW AMERICAN HEALTHCARE: Taps KPMG LLP as Accountants

PHYSICIANS RESOURCE: US Trust Objects to Exclusivity Extension
SAFETY COMPONENTS: Committee Taps Chanin and Company LLC
SUNTERRA CORP: Files Voluntary Chapter 11; Seeks DIP Financing
UNITED COMPANIES: Signs Purchase Agreements with EMC Mortgage


                   *********

ATOLS TOOL: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Atols Tool & Mold Corporation
         3829 N. River Road
         Schiller Park, IL 60176

Type of Business: Mold making.

Petition Date: May 26, 2000     Chapter 11

Court: N. District of Illinos

Bankruptcy Case No.: 00-15958

Judge: Joan Humphrey Lefkou

Debtor's Counsel: Michael J. Chmiel
                   50 Virginia St
                   Crystal Lake, IL 60014
                   Tel:(815) 459-2050

Total Assets: $ 4,500,000
Total Debts:  $ 4,000,000

20 Largest Unsecured Creditors

J. L. Franch
3101 S. Taylor
PO Box 1024
Sheboyan, WI 53082
(920) 458-7724          Down payment         $ 483,000


Internal Revenue Service
St. Louis, Missouri     Taxes                $ 476,000

Tool Crib Supply        Trade debt           $ 146,426

Bohler/Uddeholm         Trade debt           $ 132,539

InsurAmericorp          Business Insurance    $ 54,930

FPM                     Trade debt            $ 53,338

Illinois Dept           Taxes                 $ 50,000

Nowell Weidling         Trade debt            $ 27,159

Falk                    Trade debt            $ 19,475

ComEd                   Trade debt            $ 17,155

Buderus Steel           Trade debt            $ 16,665

Action Metal            Trade debt            $ 15,926

Cad Potential           Trade debt            $ 13,537

Unigraphics             Trade debt            $ 12,280

Johnstown Corp          Trade debt            $ 12,110

Catching Fluidpower     Trade debt            $ 11,810

Charmilles Tech         Trade debt            $ 10,923

Hydradyne               Trade debt             $ 9,476

Martin, Craig Chester   Trade debt             $ 8,620

EDM Graphite            Trade debt             $ 7,061


BLADES ICE: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Blades Ice Rink & Fitness Center, LLC
         475 S. Grace
         Addison, Il 60101

Petition Date: May 30, 2000    Chapter 11

Court: N. District of Illinois

Bankruptcy Case No.: 000-15997

Judge: Susan Pierson Sonderby

Debtor's Counsel: David R. Brown
                   David R. Brown & Associates, P.C.
                   116 South Prospect Street
                   Roselle, IL 60172
                   (630) 258-0416

Total Assets: $ 6,257,500
Total Debts:  $ 5,967,110

20 Largest Unsecured Creditors

Daniel Consalvo
1117 Rugeley
Addison, IL 60126               $ 350,000

John Giovenco, Jr.
3 N 768 Baert Lane
St. Charles, IL 60175           $ 275,000

Internal Revenue
Service                         $ 208,690

Frank J. Stallone               $ 165,000

Internal Revenue
Service                          $ 78,441

Commonwealth
Edison & Company                 $ 49,252

Sher-Wood                        $ 19,595

Sabella Sibley &    accounting
Graham              services     $ 13,263

Maksa US, Inc.                   $ 10,589

Jones Sports
Equipment                         $ 5,519

Igloo Viski                       $ 4,825

Cimco                             $ 3,204

Kal & Koeppel       legal fees    $ 2,584

Alumital                            $ 890

USF Holland Motor                   $ 472

Alper Services, Inc.                $ 456

BFI                                 $ 410

Village of Addison                  $ 378

Norcomm Public
Safety Communication                $ 240

Michael Canulli                     $ 150


BLUESTAR BATTERY: Revenues Decrease 29%
---------------------------------------
BlueStar Battery Systems International Corp. announced that
revenues for the six months ended March 31, 2000 were $63.1
million, compared to $82.4 million for the same period last year.

Revenue for the second quarter was $27.7 million, a decrease of
29% compared to $38.8 million for the corresponding period in
1999. The decrease in revenues for the period ended March 31,
2000 was primarily the result of a decision by the Company's
management to discontinue a major customer agreement at the end
of March 1999, the continued rationalization of the Company's
suppliers and customers, and generally overall unfavorable market
conditions resulting from unseasonably warm weather during the
second quarter of the fiscal year.

EBITDA (earnings before interest, taxes, depreciation and
amortization) was $ 2.0 million for the six-month period, as
compared to $3.0 million for the same period in 1999. EBITDA was
$0.2 million for the three-month period ended March 31, 2000, as
compared to $1.4 million for the same period in 1999, resulting
from the lower revenue and one-time administrative costs
resulting from financing and restructuring activities.

"While the second quarter is traditionally a slower period for
the BlueStar distribution organization, weather conditions and a
larger than expected decline due to the discontinuation of a
major customer agreement in 1999 led to disappointing quarterly
revenues and operating results that were lower than originally
anticipated," said Marty R. Kittrell, BlueStar's recently
appointed Executive Vice President of Finance and Administration
and member of the Board of Directors. "However, gross margins
have continued to improve as the organization rationalizes its
customer and strategic alliances. Gross margin increased to 17.5%
for the second quarter of fiscal 2000, as compared to 14.4%
for the corresponding period of 1999."

Mr. Kittrell continued, "The Company has continued to focus its
attention on expanding product offerings and pursing sales
channels where BlueStar's value added capabilities are embraced,
resulting in higher overall customer satisfaction and profits.
This strategy has required the organization to rationalize its
supplier and customer base, and at times, exit low-margin
business relationships. As a result, during 1999, the Company
terminated certain relationships, and in connection with a final
settlement of an amount owed to the Company for services provided
under the terms of a distribution agreement, a net amount of
$0.95 million was written-off in the period ended March 31,
2000."

"Overall we are committed to improving our distribution business.
Management continues to concentrate its efforts on reducing
operating and overhead costs and improving working capital
management throughout the organization," added Mr. Kittrell.

While rationalization of current customers and channels has
reduced revenue in the current year, the BlueStar organization
continues to be very successful in signing new corporate
accounts. In the current fiscal year Target Stores Inc., an
upscale mass merchandiser, with over 950 stores in the United
States, agreed to offer BlueStar's products to their automotive
and cellular customers. In March the Company announced a
strategic distribution alliance with Trak Auto Inc. of Landover,
MD and it's subsidiary companies, Trak Autoparts Grundy Twin B
and Forest City. Trak Auto Inc. an automotive retail chain with
over 250 stores nationwide agreed to offer BlueStar batteries to
their motorcycle and lawn and garden customers. The Company is
also entering agreements with the Canadian subsidiaries of Honda
and Acura for the supply of battery and battery related
products.

BlueStar is one of North America's largest integrated networks
for power and charging systems, providing supplier and customer
participants with sales, marketing, distribution and support
capabilities. The Company, through its electronic commerce
network, markets over 11,000 different battery products and
automotive electric components from many of the world's finest
suppliers. BlueStar's common stock trades on the Canadian Venture
Exchange.


BREED TECHNOLOGIES: Seeks Approval of Compromise with DMR
---------------------------------------------------------
BREED Technologies, Inc. and its affiliates, debtors, seek a
court order approving a compromise of controversy between BREED
and DMR Consulting Group Inc. and DMR Consulting Group SA.  DMR
provided certain IT services to BREED and its affiliates.  Under
the parties Settlement Agreement, the debtors will pay DMR the
sum of $1.3 million.  DMR will have a prepetition general
unsecured claim in the amount of $2,484,199.  The parties will
otherwise release any and all claims between and among them.


DAI-ICHI HOTEL LTD: Goes Bust, Files For Bankruptcy
---------------------------------------------------
Japan's Dai-Ichi Hotel Ltd. group went bust Friday with 1.1
billion dollars in liabilities after failing to persuade
creditors to waive massive debts, a private credit research
agency said.

Dai-Ichi Hotel, a Tokyo-based hotel operator burdened with
liabilities of 117 billion yen (1.1 billion dollars), filed
a petition with the Tokyo District Court for protection
from creditors, Teikoku Databank Ltd. said.  It was the
largest bankruptcy of a Japanese hotel operator, with the
liabilities exceeding the 106.6 billion yen left behind by
Sazale Corp. in November 1995, a Teikoku official said.

Dai-Ichi Hotel, established in 1937, employs 470 people and
runs 43 hotels at home and three overseas, Teikoku Databank
said.  The group's sales peaked at 23.37 billion yen in the
year to March 1994.  Dai-Ichi Hotel "gave up rehabilitation
on its own as it failed to get an accord with financial
institutions on a debt waiver," Teikoku Databank, which
monitors Japanese corporate failures, said in a statement.

The talks hit a snag partly because its main creditor,
Long-Term Credit Bank of Japan Ltd. (LTCB), was taken over
by a syndicate led by US investment group Ripplewood
Holdings in February, it said.  LTCB collapsed in October
1998 under the weight of massive bad loans dating
back to Japan's "bubble economy" speculative investment
boom of the late 1980s.

It had been placed under temporary state control until
becoming the first Japanese bank to be sold outright to
foreigners.  Neither Dai-Ichi Hotel nor LTCB were
immediately available for comment.  (Agence France Presse
26-May-2000)


ELECTRO-CATHETER: Merit Medical Acquires Electro-Catheter Assets
----------------------------------------------------------------
Merit Medical Systems Inc. (Nasdaq: MMSI) announced that it has
purchased from bankruptcy substantially all of the inventory,
equipment and intangible property such as patents, regulatory
approvals and trademarks from Electro-Catheter Corp. of Rahway,
N.J.

The purchase price was under $1 million. The Electro-Catheter
assets contain a substantial number of products and technologies
which are synergistic with Merit's existing product lines as well
as some under development. These include drainage catheters,
embolectomy catheters, temporary cardiac pacing devices,
thermodilution and pressure monitoring products,
electrophysiology catheters and steerable catheters.

"This acquisition presents us with an opportunity to broaden our
technology focus in cardiology and radiology," said Fred P.
Lampropoulos, chairman and chief executive officer. "There are
two products that fit very well into some of our research
projects and existing product lines and have the potential to
provide near-term revenue opportunities.

"There are several other opportunities which will have to be
assessed as to their potential benefits to Merit.

"By immediately integrating one of the new technologies into a
current research project, Merit expects to have a new product
available to market sometime in the fourth quarter of this year,"
Lampropoulos said.

Founded in 1987, Merit Medical Systems is a world leader in the
development, manufacture and distribution of proprietary
disposable medical products used in interventional and diagnostic
procedures, particularly in cardiology and radiology. The company
serves client hospitals worldwide with a domestic and
international sales force totaling approximately 70 individuals.

Merit Medical employs approximately 1,100 individuals worldwide,
with manufacturing facilities in South Jordan and Salt Lake City;
Santa Clara, Calif.; Angleton, Texas; and Galway, Ireland.


EXCELSIOR-HENDERSON: Offers To Make Principal Payments In Loans
---------------------------------------------------------------
Star Tribune reports on May 25, 2000 that Excelsior-Henderson
Motorcycle Manufacturing Company's latest bankruptcy
reorganization plan includes a new proposal to make principal
payments on $6.1 million in loan proceeds from the state of
Minnesota.

The loan would be paid off in nine years, with the 9.5 percent
interest on the loan deferred until the end of the term. Another
$1.1 million in related loan reserves would be applied to the
loan as soon as the plan is approved.  

Earlier plans had called for a balloon payment of principal and
interest at the end of 10 years.

Other secured creditors also will receive restructured notes.
Unsecured creditors will receive about 14 cents on the dollar, in
addition to 35 cents on the dollar in royalties from future sales
of motorcycles.


FAMILY SNACKS: Unsecured Creditors File Suit
--------------------------------------------
The Kansas City Star reports on May 25, 2000 that unsecured
creditors of Family Snacks Inc., the bankrupt company that
operated Guy's Foods, have filed a suit in U.S. Bankruptcy Court
against Guy's former president and chief executive officer Victor
Sabatino, alleging him that he borrowed $426,726 from Family
Snacks in March and owes $145,000 on the note.

The committee wants the money returned to the bankruptcy estate
and distributed to the creditors.


FINE AIR SERVICES: Moody's Downgrades Ratings; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service lowered all ratings of Fine Air
Services Corporation including the $45.0 million bank facility
due November 2000 to B2 from Ba3, the $190.0 million 9 7/8%
senior unsecured notes due 2008 to Caa1 from B2, and the issuer
rating to Caa2 from B3. The senior implied rating was also
downgraded, to B3 from B1. The rating outlook is negative.

Liquidity pressures that the company continues to confront
prompted the rating action. Fine Air is exploring various
options, including asset sales and additional financing, to raise
approximately $10 million necessary to meet projected cash
requirements for the next twelve months. Consideration is also
being given to possible deferral of the $9.4 million interest
payment on the senior notes due June 1, 2000. We believe that the
company's cash position has deteriorated because of operating
losses--caused in part by increased fuel prices, weaker than
expected non-scheduled cargo revenues, and expenses associated
with the integration of the Arrow Air operation acquired in early
1999-- combined with the high mandatory capital expenditures
necessary to bring the aircraft fleet to regulatory compliance.

Besides the aforementioned liquidity pressures, the ratings
continue to reflect the company's highly leveraged financial
condition, the high dependence on the volatile Latin American
market, significant exposure to variable fuel prices, and high
maintenance expense associated with their old aircraft.
Supporting the ratings are the company's strong established
market position serving Central and South America (largely out of
Miami International), low capital costs achieved through the
utilization of old aircraft (average age 32 years), the use of
in-house maintenance personnel, and the diverse customer base.

The B2 rating on the bank revolver considers that that this
facility is secured by inventories, accounts receivable, and 11
specific aircraft (10 DC-8 and 1 L-1011 aircraft). However, with
an average age of about 30 years and a limited market, the value
of the collateral aircraft is uncertain. The Caa1 rating on the
senior unsecured notes considers that these notes, while
guaranteed by the operating subsidiaries, are effectively
subordinated to the bank revolver. In a distressed scenario, we
believe that the company's value may not be sufficient to fully
repay the company's debt.

The negative outlook reflects the uncertainty pending resolution
of the cash crunch. If circumstances such as continued operating
losses or additional debt cause a leverage increase or a default,
then Moody's would reconsider the ratings.

Moody's notes that the company's reliance on scheduled cargo and
flat rate charter services, while potentially higher margined
business, leaves the company vulnerable to increases in operating
costs such as fuel prices. Only about a third of the company's
air freight revenue derives from ACMI (aircraft, crew,
maintenance, and insurance) contracts in which the customer pays
for fuel. For the first quarter of 2000, gross profit margin fell
to 23% versus 32% for the like period in 1999. Operating income
for the first quarter was a loss of $2.3 million in 2000 versus a
loss of $0.5 million in 1999.

In addition to the normal schedule of maintenance checks, the FAA
mandated the placement of hushkits on the DC-8 aircraft by
December, 1999 to comply with noise abatement regulations.
Without the modifications, the aircraft are not permitted to fly
in the United States. As of March 2000, the company had installed
or purchased hushkits for 21 DC-8 aircraft but still needed to
purchase hushkits for 3 aircraft plus 2 spares at $3 million per
hushkit.

For the twelve months ending March 2000, EBITDA covered interest
expense by about 2.0 times, but EBITDA did not cover both
interest expense and capital expenditures. EBITDA margin fell to
10.6% in the first quarter of 2000 versus 14.5% in the same
period of 1999. The company had about $4 million of cash on hand
and approximately $10 million available on the revolver.

Fine Air Services Corporation, headquartered in Miami, Florida,
provides air cargo services with a fleet of 24 DC-8 and 4 L-1011
aircraft between the United States and Latin America.


FORMICA CORPORATION: Moody's Downgrades Ratings
-----------------------------------------------
Moody's Investors Service has downgraded the $342.2 million
credit facility on Formica Corporation to B1 from Ba3 and
assigned a B1 rating to a new $110 million term loan within the
amended credit facility. Moody's also confirmed the B3 rating on
Formica Corporation's $215 million senior subordinated notes due
2009 and the B2 issuer rating. The senior implied rating is
confirmed at B1, but the rating outlook is changed to negative
from stable.

The ratings reflect Formica's weaker than expected financial
performance over the past few years, as well as its high
leverage, and thin interest coverage. It also reflects Formica's
vulnerability to extensive near-term integration risks (the
acquisition of the surfacing division of Perstorp Surface
Materials AB ("PSM") -its aggressive acquisition strategy - and
to exchange rate exposure in its European and Asian operations.
These factors, coupled with the company's vulnerability to
cyclicality in the decorative surfacing products market, pose
additional threats to the bottom line.

The negative outlook reflects the risk of continued deterioration
of profitability in North America as the economy may be reaching
its peak, the possibility of not achieving the expected cost
savings from restructuring along with the competitive
environment. If core operating profits do not start to improve
and adequately cover interest there is a strong possibility a
downgrade may occur in the near future.

Moody's ratings concerns are tempered by Formica's 87-year
history, its strong global market position, broad brand awareness
worldwide, and the positive efforts the current management team
has made since returning to the company in April 1998. Formica's
current management team proved its ability to weather tough times
when, during the recession and slow recovery period from 1990
through 1994, it grew sales to $489 million from $437 million.
EBITDA improved marginally during that period, to $71.4 million
from $66.1 million. In addition, in the two years that the former
management team has been back, they have improved EBITDA margins
from 7.2% in 1997 to 10.8% at year-end 1999.

Also supporting the ratings are the company's significant
investment of capital expenditures over the past four years, its
global distribution network, and the diversification of its sales
revenues, which flow from both the new construction and the
repair and remodeling segments, as well as from both the
residential and commercial markets. In addition, an $80 million
equity infusion by the sponsors for the PSM transaction (DLJ
Merchant Banking Partners II.L.P. and CVC Capital Partners,
Limited) enhances the capital structure.

Formica has a senior secured credit agreement with DLJ Capital
Funding, as syndication agent, for $342.2 million, expiring May
2004. The facility includes a $150 million revolver that includes
four $5 million facilities with the UK, French, Canadian, and
Spanish subsidiaries as borrowers, a $85 million amortizing term
loan that is broken out among the US, UK, and Canadian
subsidiaries at $35 million, $40 million, and $10 million,
respectively (each priced at Libor plus 2.75%). In addition the
credit facility is comprised of a new $110 amortizing term loan
to be used to acquire PSM, (priced at Libor plus 3.50%).

The facility is secured by all property and assets (tangible and
intangible) of Formica and its present and future domestic
subsidiaries and 100% of the capital stock of Formica and its
domestic subsidiaries, and 65% of the capital stock of non-U.S.
subsidiaries of Formica (including PSM Holdco).

The downgrade of the $342.2 million bank facility rating to B1
from Ba3 reflects its increased amount of $140 million, its
secured position, the collateral package supporting the facility
which also takes into consideration that the banks have liens
only on U.S. assets not on the foreign assets, and guarantees
from all of Formica's existing and future subsidiaries. The B3
rating of the $215 million senior subordinated notes also
reflects their contractual subordination to borrowings under the
$342.2 million secured credit facility.

The PSM transaction, which is valued at approximately $190
million, including fees and expenses, is 6.2 times pro forma 1999
EBITDA of $30.7 million. The $30.7 million includes expected cost
savings in initial restructuring of $12 million. On a pro forma
basis, without the cost savings, the multiple is a high 10.2
times.

Formica is highly leveraged with the ratio of total debt to
capitalization equaling 78% and debt-to-EBITDA is approximately
4.6 times. Moody's expects it will be difficult to reduce debt in
the near-term. Including pro forma for the PSM and STEL
acquisitions Formica's book equity is $141 million. After
subtracting goodwill, however, it is a negative $61 million at
December 31, 1999. Total debt as of December 31, 1999, was $501
million (excluding preferred of $240 million). Sales and total
assets for twelve months were $833 million, and $943 million,
respectively.

Formica is depending on the success of two cost-savings programs.
The first program centers on an anticipated $25 million in cost
savings to be generated over the next two years from Formica's
acquisition of PSM. The acquisition brings Formica expanded
market positions in Europe, Asia and South America.

The second program involves a restructuring of its domestic
operations, initiated in the first quarter of 2000 from which
Formica is anticipating significant cost savings, of more than $7
million. The program centers on headcount reductions from the
closing of the Mt. Bethel, PA solid surfacing facility and
rationalizing sales, manufacturing and administration.

The new management team has done a good job at getting the SG&A
margin down to 25.3% as of December 31, 1999, from 29.4% as of
December 31, 1998. The target level, however, is 24%, the level
of the early 1990s.

Formica generated 36% of its sales outside of North America based
on figures through December 1999, approximately flat with 1998;
however all of its operating income came from Europe and Asia.
The North American market continues to be very competitive. Gross
profit margins have improved, on a year-over-year basis at
December 31, 1999, to 28.4% from 27.7%. But competition, product
mix and lower than planned pricing have contributed to a decline
in profitability. In response to these pressures, Formica this
year formulated an action plan that should improve mix and
margins and has implemented price increases.

Formica retains significant brand awareness and leadership in the
high pressure laminates (HPL) market. The worldwide HPL market is
approximately $3 billion and Formica has a 22% market share. It
is the largest producer of HPL in Europe, the second largest
producer in North America next to Wilsonart (a subsidiary of
Illinois Tool Works Inc.), and one of the largest producers in
Asia.

HPL products are used in applications requiring surface
durability including kitchen countertops, furniture, doors, and
flooring. Formica's products are marketed under the Formica,
Surell, and Fountainhead brand names through more than 7,500
locations worldwide by domestic and international independent
distributors and dealers. The company also has its own sales
force.

1999 sales by category were as follows: high pressure laminates
83%, solid surfacing 7%, and flooring 10%, broken down regionally
with North America furnishing 64% of sales, followed by Europe
with 24%, and Asia at 12%. In the broad class of residential
versus commercial sales, in the United States, sales are split
evenly. In Europe, commercial sales make up a larger percentage
of total sales than residential sales do. Within both residential
and commercial markets, repair and remodeling account for a
larger percentage of sales than new markets do.

Formica Corporation, established in 1913 and headquartered in
Cincinnati, Ohio, is one of the largest producers of decorative
high pressure laminates ("HPL") in the world and a leading brand
name in the decorative surfacing products market.


HOUSING RETAILER: GEIPPPII and Ardhouse Object to Re-Conversion
---------------------------------------------------------------
GE Investment Private Placement Partners II, a Limited
Partnership ("GEIPPPII") and Ardhouse LLC object to the moiton of
the "Parker Entities" and the Official Committee of Unsecured
Creditors seeking the re-conversion of the Chapter 7 cases of Ted
Parker Home Sales, Inc. and Carolina Home Sales, Inc. to chpater
11 cases, or in the alternative the conversion of the chpater 11
cases of Housing Retailer Holdings, Inc. and H Squared, LLC to
chapter 7 cases.

GEIPPPII and Ardhouse state that a Chapter 11 proceeding will be
to the detriment of all parties in interest because of the
significant and unnecessary expense that will be incurred,
particularly with respect to a contested plan process.  They
point out that the Holding Companies' cases have made significant
progress, a plan and disclosure statement have been filed and DIP
financing approved.  The Parker Entities claim that the Operating
Companies' decision to convert to Chapter 7 was not an
appropriate business decision, but rather, was a strategic device
employed by GEIPPPII and Ardhouse to prevent the neutral
oversight of the Holding Companies by the Committee.  The
Committee also argues that "the debtors' focus on the concerns
and desires of the controlling group, GEIPPPII and Ardhouse,
rather than unsecured creditors in these cases constitutes
additional ground for re-conversion." GEIPPPII and Ardhouse argue
that neither contention is true and that the Parker Entities have
not established cause for conversion.


HURRICANE HYDROCARBONS: Emerges from Bankruptcy, Reverses Losses
----------------------------------------------------------------
Hurricane Hydrocarbons Ltd., Calgary, Alta., newly emerged from
creditor protection, said on Monday it had reversed its quarterly
loss from a year earlier, according to Reuters. Hurricane,
which runs a big oil operation and refinery in the former Soviet
republic, said operating earnings were $17.5 million, or $0.39 a
share, up from a loss of $15.3 million, or $0.34 a share, in the
first quarter of 1999. The company purchased 88.36 percent of the
refinery for $51 million and 33 percent of its stock as part of
its restructuring plan, which it completed in late March; the
arrangement enabled the company to emerge from bankruptcy.
Revenues more than tripled to $60 million from $18.9 million a
year earlier. "Currently, we have more than a third of that
production going to export, so that's becoming an important
component as well," said Hurrican Spokesman Ihor Wasylkiw. (ABI
31-May-00)


ISUZU MOTORS LTD.: Suffers 50.8B Yen group operating loss
---------------------------------------------------------
Isuzu Motors Ltd. (7202) announced Friday that it posted
50.8 billion yen in consolidated operating loss in the
fiscal year ended March 31, compared with a profit of 9.2
billion yen a year earlier, due to poor truck sales.

Group net loss totaled 104.2 billion yen, compared with a
net profit of 6.2 billion yen in fiscal 1998, as a result
of writing off the entire underfunding in its retirement
program.  This is the first time in seven years the major
truck maker posted group operating and net losses.

Group sales fell 7% in fiscal 1999, as poor truck sales
reduced domestic overall vehicle sales by 15% to 77,000
units and by 3% in overseas markets.

Domestic operating loss totaled 46.3 billion yen, compared
with a profit of 1.9 billion yen a year earlier. It also
suffered operating losses in Australia and Poland.
Operating profit also declined sharply in North America as
a result of inventory adjustments.

For the current term ending March 2001, Isuzu expects group
sales to rise 7% to 1.61 trillion yen. Group operating
profit is projected at 15 billion yen and group net profit
at 3 billion yen. Although the yen's appreciation is
expected to reduce the operating balance by some 6 billion
yen, this will be covered by 24 billion yen in savings from
restructuring and 40 billion yen in cost reductions,
company officials said.  (Nikkei  26-May-2000)


LAKE SHORE: Involuntary Case Summary
------------------------------------
Alleged Debtor: Lake Shore Motors, Inc.
                 343 N. Ashland Avenue
                 Chicago, IL 60647

Involuntary Petition Date: May 26, 2000

Case Number: 00-12869      Chapter: 11

Court: N. District of Illinois   Judge: Eugene R. Wedoff

Petitioners' Counsel: Daniel A. Zazove
                       3First Nat'l Plaza
                       70 W. Madison #1500
                       Chicago, IL 60602
                       Tel:(312) 263-0939

                       David G. Anderson
                       Garvey, Anderson, Johnson, Geracl
                       & Mirr, B.C.
                       402 Graham Avenue
                       Eau Claire, WI 54702-0187
                       Tel:(715) 834-3425

                       Jay B. Kalieh
                       31731 Northwestern Highway
                       Suite 182
                       Farmington, MI 48334
                       Tel:(248) 832-3000

Petitioners:

Carnica, Inc.       Worked performed
                     on used cars          $ 5,190

Standard Hardware   Parts and supplies    $ 6,030

Marquart Mazda      Dealer trade/
                     bounced check        $ 20,000

Metro Mazda         Breach of
                     Contract/Fraud       $ 25,221
Prime Market
Targeting           Advertising          $ 76,270


LAMONTS: Gottschalks To Increase Credit Line by $40M
----------------------------------------------------
The Seattle Times reports on May 25, 2000 that Gottschalks has
increased its credit line by $40 million to pay for inventory to
stock the Lamonts Apparel stores it will take over in late July.
A federal bankruptcy-court judge approved the sale of Lamonts to
Gottschalks last week. Lamonts is in the process of conducting a
for-real going-out-of-business sale until all merchandise is
gone.

Gottschalks will close the 38 stores around July 23, redecorate
and restock them and reopen all but two around Sept. 1.
The California-based department-store chain does not plan to
reopen Lamonts stores in Lynnwood and Olympia.


LEASING SOLUTIONS: Seeks Approval of Disclosure Statement
---------------------------------------------------------
Leasing Solutions, Inc., debtor, seeks approval of its
Disclosures Statement.  A hearing will be held on June 21, 2000
at 1:45 PM.  The debtor also requests that the court schedule a
confirmation hearing on August 2, 2000 at 9:30 AM.


LET'S TALK CELLULAR: To Receive $15 Million in DIP Financing
------------------------------------------------------------
Let's Talk Cellular & Wireless Inc., one of the nation's largest
specialty cellular and wireless retailers, announced yesterday
that it has filed for chapter 11 in the District of Delaware, and
that it has received a $15 million debtor-in-possession (DIP)
financing commitment from a syndicate of banks led by Chase
Manhattan Bank, according to a newswire report. "New inventory
made available by our new DIP facility should be arriving in
stores immediately," said founder Brett Beveridge, who returned
to Let's Talk as chief executive officer in March. "By providing
our customers with the full range of inventory and service
options on which our company was founded and implementing our new
cost-saving strategies, we anticipate moving forward quickly
through a reorganization process that will maximize value for the
benefit of all creditors and stockholders." Let's Talk reported
in its petition that it had exhausted its working capital and
accumulated total debt of approximately $52 million. Operating
259 retail outlets in 21 states, the District of Columbia and
Puerto Rico, the company reported consolidated net sales for the
nine months ending April 30 of $88.6 million. (ABI 31-May-00)


LINC CAPITAL: No Bankruptcy Plans
---------------------------------
Specialty finance company LINC Capital Inc., Chicago, said it is
continuing talks with its lenders and has no immediate plans for
bankruptcy, Reuters reported yesterday. The company states
that it has been successful in selling its Select Growth leasing
business, while retaining ownership of all warrants and equity
rights. "We are aware that rumors have been circulating about
LINC's future," commented Robert Laing, LINC's president and
chief operating officer. "We have made the decision to exit the
leasing business and our plans contemplate continuing as a going
concern focused on our profitable distribution and rental
business. We are working diligently to restructure our loan
agreements to accomplish this goal."


LOEWEN: Applies To Employ Yantek as Contract Consultant
-------------------------------------------------------
As party to more than 7,000 executory contracts and unexpired
leases, the Debtors need a knowledgeable consultant to assist
them with the evaluation for the possible assumption, assumption
and assignment, rejection, renegotiation or recharacterization of
these Contracts.

Specifically, the Debtors desire that the consultant will assist
them to:

(1) determine the appropriate treatment in these cases;

(2) minimize claims arising from the assumption and rejection of  
certain contracts; and

(3) renegotiate the terms of certain of the contracts for terms
favorable to the Debtors.

The Debtors have determined that Yantek Enterprises is well
suited for this job, in view of their expertise and experience in
the areas of work that the Debtors contemplate and in particular
because Yantek has been performing preliminary work for the
Debtors since the Retention Date of February 15, 2000 and as a
result has gained substantial familiarity regarding the Debtors.

The Debtors seek the Court's authorization for them to retain and
employ Yantek as their Contract Consultant pursuant to section
327 of the Bankruptcy Code, nunc pro tunc to February 15, 2000.

Subject to Court approval, Yantek will charge at the hourly rate
$160 per hour for services provided by Frank Yantek, the
president of Yantek, and a maximum of $130 per hour for services
provided by all other Yantek professionals, as stated in Frank
Yantek's Affidavit and the Agreement between Yantek and the
Debtors and as the Debtors stated in their Amendment
to Application.

The Debtors report to the Court that Yantek noted that it has
been employed by Montgomery Ward, which is an affiliate of
General Electric Capital Corporation, an unsecured creditor of
the Debtors, but the matters under the employment were unrelated
to the Loewen's chapter 11 cases.

As the Debtors are a large enterprise with thousands of creditors
and other relationships, Yantek is unable to state with certainty
that every connection has been disclosed, the Debtors note.
However, the Debtors assure the Court that if Yantek discovers
additional information that requires disclosure, Yantek will file
a prompt supplemental disclosure with the Court.

The Debtors also submit that Yantek does not represent any
interest adverse to the Debtors or related parties, that their
services will not duplicate those of other professionals employed
by the Debtors.


NEW AMERICAN HEALTHCARE: Taps KPMG LLP as Accountants
-----------------------------------------------------
The debtors, New American Healthcare Corporation et al., seek
court authorization to employ and retain KPMG LLP as special
accountants and tax advisors to render assistance with respect to
accounting matters that may arise in this case.  The services to
be performed will include, without limitation, preparing or
assisting with the preparation of medicare/medicaid cost reports
and federal, state and local tax  returns and providing
accounting services needed with respect to the debtors' employee
401(k)plans.  KPMG will charge the debtors for its services on
either a fixed fee or an hourly basis in accordance with its
customary rates as are in effect on the date services are
rendered.  Cost reports will be prepared for a fixed fee of
$11,500 per cost report.  Other work will be performed on an
hourly basis.  KPMG's hourly rates range from $440 per hour for a
partner, and $75 per hour for administrative services.


PHYSICIANS RESOURCE: US Trust Objects to Exclusivity Extension
--------------------------------------------------------------
US Trust Company of New York, NA, on behalf of all holders of
debentures in the case filed a proof of claim in the amount of
$134,543,766., the largest claim in the case.

US Trust states that this is a liquidating case, and that no
cause exists to extend exclusivity.  The sale of practice assets
to the AmSurg corporation will give the debtor almost $40
million, and the creditor states that there is no reason why the
debtor should retain this money together with the $50 million
that the debtor has from the inception of the case while its
creditors and shareholders receive nothing.  The extension will
also increase the professional fees, and US Trust states that the
additional three months will not provide the time to wrap up the
case, but will just add costs.


SAFETY COMPONENTS: Committee Taps Chanin and Company LLC
--------------------------------------------------------
The statutory committee of unsecured creditors in the cases of
Safety Components International, Inc. and its subsidiaries seek
to employ Chanin and Company LLC as its financial advisors.  The
firm will provide the following services:

Analysis of the debtors' operations, business strategy and
competition in each of its markets;

Analysis of the debtors' financial condition, business plans,
operating forecasts, management and the prospects for future
performance;

Financial valuation of the ongoing operations of the debtors;

Assistance to the Committee in developing, evaluating,
structuring and negotiating the terms and conditions of a Chapter
11 plan for the debtors;

Analysis of potential divestitures of the debtors' operations;
and

Provision to the Committee of such other financial advisory
services with respect to the debtors as requested by the
Committee, including without limitation, valuation, and advice
with respect to financial, business and economic issues that may
arise during the course of the Chapter 11 cases.  The debtors
will pay Chanin a monthly advisory fee of $75,000 for its
services, payable each month in advance.


SUNTERRA CORP: Files Voluntary Chapter 11; Seeks DIP Financing
--------------------------------------------------------------
Sunterra Corporation (NYSE: OWN) announced that it and certain of
its subsidiaries have filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. The petition was
filed in the United States Bankruptcy Court for the District of
Maryland (Baltimore).  The filing should allow Sunterra and its
subsidiaries to operate while Sunterra seeks approval of a plan
of reorganization.  The Company also announced that it has
executed a financing commitment letter with Ableco Finance LLC,
an affiliate of Cerberus Capital Management LP and Gabriel
Capital Group, for "debtor-in-possession" ("DIP") financing,
which, subject to court approval, will provide immediately to
Sunterra an interim facility of up to $25 million.  Subject to
satisfactory completion of other conditions, including further
due diligence by the lender and court approval, the DIP lender
has agreed to expand the facility to $53 million.

Sunterra Europe, Sunterra Pacific, Marc Resorts and RPM are not
included in the filing.

Sunterra Corporation is the largest international owner and
manager of vacation ownership resorts, with 90 resort locations
around the world and about 300,000 worldwide owners and members.  
In addition, Sunterra currently manages 17 third party
condominiums and other resorts in Hawaii.  The Company's
operations consist of (i) marketing and selling vacation
interests, (ii) developing, acquiring and operating vacation
ownership resorts, (iii) financing customers' purchases and (iv)
providing resort rental, management and maintenance services.


UNITED COMPANIES: Signs Purchase Agreements with EMC Mortgage
-------------------------------------------------------------
United Companies Financial Corp., Baton Rouge, La., which has
been operating in chapter 11 reorganization since March 1, 1999,
announced that yesterday it signed an asset purchase agreement
and a mortgage loan and REO property purchase agreement for the
sale of substantially all of its whole loan portfolio and REO
properties, assets related to its mortgage servicing operations
and its interest only and residual interests as of Dec. 31 to EMC
Mortgage Corp. and EMC Mortgage Acquisition Corp., subsidiaries
of The Bear Stearns Companies Inc., for a cash purchase price of
about $781 million, according to a newswire report. United  
Companies' cash on hand and certain other assets are not included
in the sale, and the sales are subject to bankruptcy court
approval and possibly higher bidding. The agreements stipulate
that the whole loan and REO properties transaction shall be
consummated no later than July 31, and the other transaction no
later than Sept. 15. "The EMC transactions will allow the company
to substantially complete its reorganization efforts," said
Lawrence Ramaekers, chief executive officer of United Companies.
"We believe that these transactions, and the bankruptcy court
approval process, will maximize the value of United Companies and
ensure parties-in-interest an opportunity to be heard." On June
1, United Companies sold its loan origination platform to Aegis
Mortgage Corp. United Companies is a specialty finance company
that services non-traditional consumer loan products.


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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
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