TCR_Public/980826.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, August 26, 1998, Vol. 2, No. 167

BUILDERS TRANSPORT: Seeks Nod For Consulting Pacts
COLOR TILE: Committee Taps Special Litigation Consultant
CONTINENTAL AIRLINES: Bethune Credited With Turnaround
CROWN BOOKS: Taps Donlin Recano as Claims Agent

ERD WASTE CORP: Seeks Extension of Exclusive Periods
EDISON BROTHERS: Dave & Buster's Announces Settlement
ECOLOGY FARMS: Worm Farm Files For Chapter 11
GREATE BAY HOTEL: Seeks Arbitrator for ADR Procedure

HOMEPLACE STORES: Seeks Exclusivity Extension
LVL COMMUNICATIONS: Digital Acquisition Merges Into LVL
LONG JOHN SILVER'S: Gets Time to Assume or Reject Leases
LONG TERM CREDIT BANK: Evaluates Loans Seeking Bailout
LONG TERM CREDIT BANK: Japan's Worst Fears

MOBILEMEDIA: Goes For $546 Million, Stock and Assumed Debt
ONE STOP WIRELESS: Seeks Examination of Deloitte & Touche
PARAGON TRADE: Seeks Extension of Exclusivity To Nov. 15
POWER CO: Wisconsin Electric Sues Power Marketing Firms
STOICO RESTAURANT GROUP: Quizino's Acquires Bankrupt Chains

STRAPAZZA: Files Chapter 11
SUNBEAM: Reverses Closing Decision
UNITED HEALTHCARE: Shareholder Files Lawsuit


On July 30, 1998, Judge Burton R. Lifland entered an order
of confirmation of the Third Amended Joint Plan of
Reorganization of Alliance Entertainment et. al. The
Effective Date of the Plan, dated July 30, 1998, of the
debtors other than Concord Records, Inc. shall be August 20

All proofs or applications for payment of Fee Claims
incurred before the Effective Date must be filed with the
court on or before October 5, 1998.

BUILDERS TRANSPORT: Seeks Nod For Consulting Pacts
Builders Transport Inc. and the creditors' committee are
seeking approval of consulting agreements with Chief
Financial Officer and court-appointed "responsible party"
T. Michael Guthrie and Vice President of Risk Management
Ken Core.

While the truckload carrier sold the majority of
its assets to rival Schneider National Inc. on Aug. 3,
Builders and the committee said significant accounting and
claims resolution activities remain to be undertaken.

"At this juncture, the Debtors are in the process of
wrapping up their respective estates, which will include,
but not be limited to, the collection of the amounts due
and owing from Schneider, the review of the claims of CIT
Group/Business Credit Inc. (CITBC), CIT Group/Equipment
Financing (CITEF) and Schneider relative to purchase price
adjustments and the CITBC and CITEF payoffs (as defined in
the closing statement) and the claims resolution process."

The company and committee noted that Builders will
not be in a position to resolve the purchase price
adjustment with Schneider until after Oct. 31, the
date by which a "rolling stock" adjustment is to be
calculated. (The Daily Bankruptcy Review and ABI Copyright
c August 25, 1998)

COLOR TILE: Committee Taps Special Litigation Consultant
The Official Committee of Unsecured Creditors of Color Tile
Inc. and its debtor affiliates, applies for an order
authorizing the retention and employment of Goldin
Associates, LLC as Special Litigation Consultant.

Pursuant to the Global Settlement, the Committee was given
the task of analyzing and pursuing certain claims and
actions, including claims and actions relating to the
debtors' purchase of American Blind Factory Inc. from
Investcorp S.A.C.A, and certain of its affiliates,
financial statement prepared by and services rendered by
Coopers & Lybrand, and claims and actions relating to
preferred stock dividends.  The Committee retained the firm
of Kaye, Scholer, Fierman, Hays and Handler on a partial
contingency fee basis to investigate and litigate the

The Committee is seeking authorization to retain Goldin as
special litigation consultant to provide services in
connection with the litigation of the claims.  Goldin
agreed to be paid at hourly rates ranging from $400 per
hour for Managing Director to $200 per hour for analyst.  
The aggregate minimum charge for Goldin's services will be
$50,000 unless all proceedings regarding the claims brought
by the Committee are dismissed with prejudice and in their

CONTINENTAL AIRLINES: Bethune Credited With Turnaround
As Continental Airlines Chief Executive Gordon Bethune
said, "We were a terrible company that did a lousy job of
providing service, paid its work force badly, barely
managed to hold onto disgruntled, unhappy employees long
enough for them to drop wrenches on their feet and file
worker compensation claims, and lost so much money that
(we) were perilously close to our third (and no-doubt
final) bankruptcy," he frankly observed.

When Bethune took over the company:

* Continental was dead last in on-time arrivals, measured
by the Transportation Department. The airline was also the
worst in mishandled baggage.

* Continental had 10 years of consecutive losses and had
gone into Chapter 11 bankruptcy protection twice. In 1994,
it lost $204 million, and its stock  was at "rock bottom,"
Bethune said, trading at $3.25 a share.

* Continental employees were paid far below industry
average. On-the-job injuries, turnover and sick leave were
"astronomical." The company culture was "dysfunctional."

Bethune took over as CEO in November 1994 -- the 10th chief
executive in as many years. He had some strong ideas about
leadership, and he was ready to lead.

* Since 1995, the airline's on-time performance has been in
the top five nearly every month, often first; lost-baggage
claims are among the two or three lowest and customer
complaints are below the industry average.

* Customers have returned, making the airline profitable.
In 1995, Continental made $202 million in profit; in 1996,
$556 million. The past 11 quarters have each been more
profitable than the one before. The stock has climbed
rapidly, splitting 2-for-1, and now is trading at more than

* And the work force is content. Wages have gone up 25
percent, sick leave is down 29 percent, turnover is down 45
percent and workers compensation claims are down 51

In 1997, trade journal Air Transport World called
Continental the 1996 Airline of the Year out of more than
300 worldwide.

So how do you turn around a $6 billion, 200-airplane,
international airline?

After the board came around, Bethune canceled unprofitable
routes, changed the pricing structure, refinanced debts  
and renegotiated leases.

"A boss's job --  a leader's job -- is to facilitate, not
to control. You have to trust people to do their jobs."
"From Worst to First: Behind the Scenes of Continental's  
Remarkable Comeback," by Gordon Bethune (John Wiley & Sons,
294 pages, $24.95)(Sacramento Bee - 08/24/98)

CROWN BOOKS: Taps Donlin Recano as Claims Agent
The debtors, Crown Books Corporation, and affiliated
companies, seek a court order authorizing the employment of
Donlin Recano & Company Inc. as Claims Agent and Balloting
Agent for the debtors.

ERD WASTE CORP: Seeks Extension of Exclusive Periods
On September 14, 1998 the debtor will seek entry of a court
order extending the exclusive periods of the debtors to (1)
file a plan or plans for a period through and including
January 13, 1999 and (2) solicit acceptances thereof for an
additional period of 60 days after the debtors' filing of a
plan or plans, through and including March 15, 1999.

The debtors state that they have concentrated their efforts
on, among other things, obtaining and periodically
reaffirming DIP financing, resolving cash collateral
issues, and, most important, evaluating and pursuing
alternatives available to them.  The debtors believe that
their most viable options are to obtain outside investment
in the companies, the sale of the majority of their assets
or a sale of the businesses as going concerns.

The debtors entered into an agreement between the debtors,
The Chase Manhattan Bank, Three Nations Corporation and
Reservoir Capital Corp., the effect of which is anticipated
to create the "vehicle" by which the debtors will emerge
from Chapter 11, pursuant to a plan, within approximately
180 days of the closing of the transaction involving Three
Nations, approved by the court on April 22, 1998.

The court entered an order directing the debtors to file a
plan and disclosure statement on or before January 13,
1999; therefore, the debtors seek an extension of their
exclusive period to the date of January 13, 1999.

EDISON BROTHERS: Dave & Buster's Announces Settlement
Dave & Buster's Inc. announced today that it has settled
litigation with the limited liability litigation
corporation formed by the creditors of Edison Brothers
Stores, Inc. that had filed a lawsuit against multiple
parties in connection with the June 1995 spin-off of Dave &
Buster's, Inc. from Edison Brothers. Edison Brothers filed
for bankruptcy in November 1995.

The Company has agreed to pay the limited liability
litigation corporation $2,125,000 in full and final
settlement of all claims against the Company. Due  
to the nature of this litigation, the settlement amount net
of any tax benefit will be charged to equity, and,
therefore, no portion of the settlement will be
charged against the Company's earnings.

"Although we still believe the claims asserted against the
Company are without merit, we have chosen to resolve this
matter now in order to minimize further  
loss of management time and additional legal costs" stated
Dave Corriveau, co-founder and Co-CEO of the Company.

ECOLOGY FARMS: Worm Farm Files For Chapter 11
Ecology Farms Management Inc., which operates earthworm
farms in Perris and Temecula, has filed for protection from
creditors under Chapter 11 of the U.S. Bankruptcy Code.
Assets were listed as $1 million and liabilities $9.7
million.  The first creditors meeting is scheduled Sept. 3.
(Riverside Press-Enterprise; 08/22/98)

GREATE BAY HOTEL: Seeks Arbitrator for ADR Procedure
The debtors, Greate Bay Hotel and Casino, Inc. and its
affiliates seek approval of the appointment of the
Honorable Herman D. Michels for the purpose of acting as  
an impartial arbitrator for the debtor's alternative
dispute resolution procedure.

The debtor has requested Judge Michels' services in it ADR
Procedure, particularly with regard to the arbitration and
disposition of unresolved prepetition personal injury and
product liability claims subject to the ADR procedure.

Judge Michels has agreed to a fee of $250 for each
arbitration of one hour or less, and $250. for each
additional hour required.  

Hon. Susan Robinson, District of Delaware, approved the
reorganization plan of Harvard Industries Inc., the
Lebanon, N.J., company announced yesterday, according to a
newswire report.

This step enables the company to proceed with ballot
solicitation for its plan, which covers Harvard
and its nine domestic subsidiaries. Ballots from
shareholders and creditors will be reviewed for a
confirmation hearing on October 14. Harvard Industries,
which designs, develops and manufactures a broad range of
components for original equipment manufacturers through its
subsidiaries, filed for chapter 11 protection in May 1997.
(ABI 25-Aug-98)

HOMEPLACE STORES: Seeks Exclusivity Extension
HomePlace Stores, Inc. and its corporate affiliates seek a
court order granting an extension of exclusive periods to
file a plan of reorganization and solicit acceptances

The debtors are seeking an order granting an extension of
their exclusive period within which they may file a plan of
reorganization through and including January 28, 1999, and
an extension of the exclusive period within which they may
solicit acceptances of any such plan through and including
March 26, 1999.

The debtors state that the process of negotiating a plan is
arduous and time-consuming given the size and complexity of
the HomePlace Group's estates.  The HomePlace Group has
been involved in extensive litigation with various
purported fixture lessors which has occupied a significant
amount of the HomePlace Group's resources.

Although the debtor has substantially succeeded in
stabilizing its business, substantial work remains to be
done before a business plan can be formulated which could
serve as the basis for a feasible plan of reorganization.   

LVL COMMUNICATIONS: Digital Acquisition Merges Into LVL
On July 23, 1998, the California Secretary of State's
Office approved the forward subsidiary merger of Digital
Power Holding Co.'s wholly-owned subsidiary, Digital  
Acquisition Corp., into LVL Communications Corp.  The
effective date of the merger was approved as of July 17,
1998.  The merger resulted in Digital's acquiring 100% of
the outstanding common stock of LVL, and LVL's becoming the  
registrant's wholly-owned subsidiary.  The merger is
intended to qualify as a reorganization under the Internal
Revenue Code.  The transaction was made pursuant to an
April 16, 1998 Order confirming a Plan of Reorganization
for LVL, issued by the United States Bankruptcy Court for
the Northern District of California.

A Fourth Amended and Restated Articles of Incorporation for
the Company was filed with the State of Nevada on July 20,
1998, changing the Company's name to I-Storm, Inc. On July
23, 1998, the Board of Directors of the Company  
approved the issuance of certain Common Stock, Warrants and
options to purchase Common Stock pursuant to the Order
confirming the Plan of Reorganization, and on August 1,
1998, the Board approved the issuance of Common Stock and

LONG JOHN SILVER'S: Gets Time to Assume or Reject Leases
The court entered an order extending through and including
November 28, 1998 the time within which the debtors may
assume or reject unexpired leases of nonresidential real

LONG TERM CREDIT BANK: Evaluates Loans Seeking Bailout
In an effort to win support for a government bailout, the  
ailing Long-Term Credit Bank of Japan Ltd. today disclosed
the results of an in- house evaluation of its loans.

The bank said it had no bad debt, but that some 15 percent
of its loans were "likely to go bad" or needed watching.

Long-Term Credit Bank last week announced a major
restructuring plan and asked for public funds to help write
off some $5.3 billion in problem debt.

The plan has met harsh criticism for its use of public

Prime Minister Keizo Obuchi today defended the government-
backed rescue plan for Long-Term Credit Bank against
scathing criticism by opposition parties.

Eijiro Hata, a senior politician in the main opposition
Democratic Party, said the government hadn't proved that
LTCB wasn't bankrupt, and it was therefore improper to
spend government money on it.

"The government needs to clearly explain to the public why
LTCB needs public money," he said, accusing the government
of trying to prop up defunct banks.

Obuchi told Parliament that LTCB's internal assessment was
that its debts didn't exceed assets as of the fiscal year
ending March 31, and that a Bank of Japan study hadn't
found it was insolvent either.

He also said the public funds for LTCB weren't intended to
help an individual bank or protect it against bankruptcy,
but to preserve the stability of the overall financial

Even some members of Obuchi's own party were critical of
the plan.

The party's General Council Chairman, Takashi Fukaya, today
demanded that retiring LTCB executives forfeit their
retirement bonuses, saying it is wrong for the bank to pay
big allowances while it receives a public bailout.

Announcing the results of its own loan audit, LTCB said it
had $110.5 billion of "sound" loans, $16.5 billion in loans
that "require monitoring" and  $3.1 billion in loans which
were "likely to go bad." It said it had no bad loans.

The Financial Supervisory Agency, Japan's bank watchdog, is
also inspecting LTCB's books and may come up with different
figures, although it has already expressed support for the
rescue merger.

LONG TERM CREDIT BANK: Japan's Worst Fears
The rescue effort under way for the Long-Term Credit Bank
of Japan means the government, alarmed by the very
real possibility of a global financial meltdown, is
abandoning its earlier resolve to deal quickly and
decisively with Japan's banking mess, according to

"We are not trying to rescue a specific bank, we just
concluded that there could be severe financial market
consequences if the merger {between LTCB and  
Sumitomo Trust and Banking} did not go ahead," Prime
Minister Keizo Obuchi told Parliament yesterday in
justification of the injection of public money into  

Behind this statement by Mr Obuchi lies an unpublished Bank
of Japan study that estimates the global repercussions
would be impossible to contain if the government went ahead
with its initial plan to nationalise insolvent banks.

According to estimates by the opposition Democratic Party
nine out of Japan's top 19 banks have negative equity, i.e.
they are bankrupt.

Banks declared legally in default would have to cancel all
their international financial contracts, something the
global financial system would be unable to deal with, the
central bank study said.

Since Japanese law does not allow the government to pump
capital into an insolvent bank, Tokyo is likely to be
forced to continue to maintain the fiction these banks are
not insolvent, analysts said.

"We see little to make us optimistic about the prospects
for a sensible, constructive handling of the banking
crisis," Salomon Smith Barney Securities analyst Alicia
Ogawa said after hearing the plans for LTCB.

None of the other schemes being discussed would lead to an
aggressive restructuring of the bank or a recycling of its
assets into the economy, she said.

Opposition parties are furious with the LDP for by-passing
the Parliamentary debate on the financial system and
promising to pump money into LTCB.

This anger would mean debate in Parliament on the financial
system would be unlikely to come to any conclusion before
the end of next month when Mr Obuchi is due to visit the
United States for a summit meeting with US President Bill  
Clinton, said Yushiro Ikuyo, banking sector analyst for
Commerz Securities.

In the meantime, financial half-year end accounts are due
to be published next month, something that will result
either in a new rash of bankruptcies if accounts are honest
or chaos in markets if yet another batch of government  
sanctioned lies are produced.

"The most important thing is for the government to tell the
truth about what state the banks are in," an analyst at
another foreign financial institute said.  She said it did
not necessarily matter if the government maintained the
appearance banks were solvent.  The analyst said: "What
matters is what is actually done to the bank."(South China
Morning Post - 08/25/98)

MOBILEMEDIA: Goes For $546 Million, Stock and Assumed Debt
Arch Communications Group Inc. agreed to buy MobileMedia
Corp. for as much as $546 million in cash, stock and
assumed debt in a move that will get MobileMedia out of
bankruptcy court and create the No. 2 U.S. paging

Arch will sell $262 million in debt, using the proceeds to
pay MobileMedia secured creditors, and will assume $60
million in MobileMedia liabilities. Arch will also issue to
MobileMedia's unsecured creditors shares and
rights to buy  48.4 million to 57.7 million shares, valued
at $187.6 million to $223.6 million  based on Wednesday's
closing price. (Times Union; 08/21/98)

ONE STOP WIRELESS: Seeks Examination of Deloitte & Touche
One-Stop Wireless of America Inc. and its affiliates, as
debtors, are seeking a court order authorizing an
examination of and directing the production of documents by
Deloitte & Touche.

Prior to the bankruptcy filing, Deloitte & Touche was
employed as the accountant for the Executive Committee of
the debtors' partnerships.  As the debtors hold a fifty
percent equity interest in the partnerships, the debtors
have a direct interest in the assets of the partnerships
and such assets may be property of the bankruptcy estates.

The debtors claim that they need to analyze any working
papers, notes, audits reports and other materials to
determine the extent of the assets and liabilities of the
Partnerships and the Debtors, including possible rights to
the Escrowed Funds and potential claims against third

PARAGON TRADE: Seeks Extension of Exclusivity To Nov. 15
Paragon Trade Brands Inc. files a motion with the court for
an order further extending the debtor's exclusive periods.

On or about August 21, 1998, Paragon, the Committee,
Procter & Gamble and Kimberly-Clark agreed to the court's
order extending the plan filing period through and
including September 15, 1998 and extending the debtor's
solicitation period through and including November 15,
1998.  Paragon now seeks a further sixty-day extension of
the debtor's exclusive periods to November 15, 1998 and
January 15, 1999 respectively.  For reasons already
reported, and contained in Paragon's Second Extension
Motion and the Reply, Paragon believes that the court
should extend the periods.  The court has required the
major parties in interest in this case to establish and
adhere to a specific schedule of settlement conferences
which are to occur prior to the hearing on this motion.  
Paragon will report on those discussions prior to the
September 15, 1998 hearing on this motion.

POWER CO: Wisconsin Electric Sues Power Marketing Firms
Following the actions of utilities across the country,
Wisconsin Electric Power Co. and a sister company have
filed lawsuits against three power marketing companies for
failing to pay more than $600,000 for electricity they
bought earlier this year.

Wisconsin Electric and Griffin Energy Marketers, both units
of Wisconsin Energy Corp., want their money after selling
electricity to the power marketers in recent months.

Both of the Milwaukee companies have filed suits against
Power Co. of America, which sought Chapter 11 bankruptcy
protection this week after two major utilities, Southern
Co. and Entergy Corp., and another creditor
forced the company into bankruptcy after it defaulted on
power contracts this summer.

Power Co. of America, one of the largest electricity
trading companies in the country, said it had planned to
file for bankruptcy protection and is working with
creditors to "conserve the company's assets."

But its bankruptcy case reveals the problems in the
electric power industry as the wholesale power market grows
more competitive. A heat wave in June quickly drove prices
from $30 to $7,000 per megawatt hour, forcing some  
companies like Power Co. of America to default on contracts
when they couldn't supply power to their customers or pay
what they owed.

Sales of electricity between power companies mushroomed
after a 1992 federal law that deregulated wholesale
electricity trading by requiring utilities to open their
transmission lines to other suppliers.

June's trading frenzy also generated losses for some
utilities. In Wisconsin, Madison-based Alliant Corp.
disclosed last month that its electricity trading joint
venture with Cargill Corp. of Minneapolis racked up  
net losses of $1.9 million from the sale of electricity in  

This week, Wisconsin Electric filed suits in Milwaukee
County Circuit Court against Power Co. of America and
Wheeled Electric Power Co. of Uniondale, N.Y., for

The deals with Power Co. of America took place in May and
June. The transactions with Wheeled Electric Power happened
between September 1997 and April 30 of this year.

Griffin filed suits earlier this summer in other
jurisdictions outside of Wisconsin against Power Co. of
America and Federal Energy Sales Inc. of Rocky  
River, Ohio, for about $500,000, according to Mary
Carpenter, a spokeswoman for Wisconsin Electric.

Power Co. of America and Federal Energy Sales were trading
partners.  Also, in a suit filed in Ohio, FirstEnergy Corp.
of Akron is claiming  $25 million in damages against
Federal Energy Sales. WPS Energy Services Inc. said that it
is trying to recover money owed by Power Co. of America.

David Parker, an analyst with Robert W. Baird & Co., said
the suits are the byproduct of an evolving electricity
market that is filled with  a mixed bag of players.

"As long as prices for the commodity goes down, no one gets
hurt,"  Parker said. "But as soon as we saw the prices
skyrocketing, it becomes a domino effect, and some
companies get hurt."(Milwaukee Sentinel Journal - 08/21/98)

STOICO RESTAURANT GROUP: Quizino's Acquires Bankrupt Chains
Quizino's Kansas LLC plans to expand its presence in Kansas
more than five-fold, following its August 17 acquisition of
the Sub & Stuff and Spaghetti Jack chains, according to The
Wichita Business Journal. The restaurant corporation won
the 12 Sub & Stuffs and seven Spaghetti Jack's assets of
Stoico Restaurant Group with its $500,000 bid at a
bankruptcy court auction in Kansas City. Stoico had filed
chapter 11 last spring. Quizino's plans to close several
Sub & Stuffs but continue operating the others for six
months until they are converted into Quizino's corporate
units.  The Spaghetti Jack's franchises will be "set free,"
allowing their owners to either convert to Quizino's or
operate under an independent name. (ABI 25-Aug-98)

STRAPAZZA: Files Chapter 11
Strapazza of Cockeysville Inc., an Italian restaurant chain
in Baltimore, has filed for chapter 11 protection, The
Baltimore Business Journal reported. The director of
operations for Strapazza Restaurant Management Co., the
firm that manages the seven Baltimore area restaurants,
said the food and the employees are good, but the locations
of the restaurants are the problem. The company plans to
move into catering. In its filing, the company listed
assets of $310,000 and liabilities of $125,000.

SUNBEAM: Reverses Closing Decision
Sunbeam Corp.'s new management Monday reversed  
former chairman Al Dunlap's decision to close four
factories, saying there was no "business or economic
justification" for the closings.

The announcement came from Jerry Levin, the replacement for
"Chain Saw Al" Dunlap, who was ousted in June after failing
to boost Sunbeam's flagging shares even after big job cuts.

"Although we still have much to do in the short term to
stabilize Sunbeam's businesses, our strategic focus is on
growth," Levin said during a conference call with analysts
and shareholders.

The Delray Beach-based company has seen its stock plummet
in the past year going from a high of $53 to as low as
$5.12   after acquiring the Mr. Coffee, First Alert and
Coleman brands in May. It closed up 25 cents Monday at
$8.81 1/4 on the New York Stock Exchange.

The company said Monday it no longer will pay its quarterly
dividend of 1 cent per share.

The decision by Sunbeam's board to fire Dunlap set off a
wave of scrutiny of the consumer-products giant.
Shareholder lawsuits challenged the accuracy and  
integrity of its 1997 financial statements audit; the
Securities and Exchange Commission began investigating the
company's accounting; and Sunbeam began a review of its own

Levin, who joined Sunbeam from Coleman, refused Monday to
discuss second-quarter results or the status of its audit.
But he did vehemently deny reported rumors of a planned

"I will absolutely assure you there is no prepackaged
bankruptcy or anything like that in the plans," he said.
"It's in nobody's interest."

UNITED HEALTHCARE: Shareholder Files Lawsuit
A shareholder has filed a class-action suit against United
HealthCare Corp. charging that the company publicly
misrepresented facts about its financial health and omitted
information about its operations to artificially  
inflate the stock price.

The suit states that United HealthCare (UHC) executives
knew well before it announced its $900 million
restructuring charge Aug. 6 that its operations -  
particularly its Medicare business - was in trouble.

Yet during the past year company executives repeatedly made
public, optimistic statements concerning its new markets
and improving financial situation, the suit states.

A spokeswoman for UHC, one of the largest managed care and
health care service companies in the country, said Tuesday
that "the lawsuit is without merit and we will defend it

Jack Chestnut, the attorney with the Minneapolis firm
Chestnut & Brooks who filed the complaint Monday in U.S.
District Court in Minneapolis, said his  client's suit is
likely to be one of several filed by shareholders against
United. New securities regulations require that
shareholder suits be filed within 60 days of the event that
triggers them, he said.

Charles Dahl, the shareholder named as a plaintiff,
purchased 500 shares of United HealthCare securities on
March 16 at $65.25 per share. On Aug. 6, UHC stock dropped
28 percent to $37.87 1/2 in the wake of its dismal second-
quarter results and the restructuring charge, which drove
the company into the red.

The announcement scuttled UHC's pending merger with
Louisville, Ky.-based Humana Inc., a deal that would have
created the nation's largest managed care company. Since
then the stock has dropped even further, closing at $32.25  
Tuesday, compared with a 52-week high of $73.93 3/4.

Less than a year ago, UHC was optimistic about its
improving revenues, earnings, and commented positively
about its Medicare HMO business. In February, when it
released its fourth-quarter earnings, the Minnetonka-based  
company again touted its climbing Medicare HMO enrollment
in markets nationwide, and stated that its medical loss
ratio - the portion of premium revenue that goes toward
medical costs - was "moderated" by new Medicare  
markets, and by isolated under-performance in a few of its
41 health plan markets.

Those statements were "materially false and misleading
because, like other governmental benefits, the level of
Medicare reimbursement varied from region to region and the
company had expanded its Medicare HMO business into
numerous counties with low reimbursement rates," the suit
states. "{The company} knew or recklessly disregarded that
the Medicare HMO `under-performance' was not `isolated,'
but rather was pervasive."

The company continued to repeat those kinds of optimistic
statements in its financial documents and other public
financial statements, the suit says.

In fact, the suit alleges, the company's Medicare HMOs were
operating at a loss in two-thirds of the 24 markets in
which they did business.  Yet during a May 28 conference
call with security analysts, the suit says, company  
management said there were no problems with the Medicare
business.(Star Tribune Twin Cities - 08/19/98)


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