TCR_Public/990603.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 3, 1999, Vol. 3, No. 106

                      Headlines

ADVANCED GAMING: Second Amended Disclosure Statement
ADVANTICA RESTAURANT: Denny's Buys 30 New York Restaurants
AGISS CORP: Announces Wholly Owned Sub Files For Bankruptcy
AL TECH: Seeks Continued Use of Cash Collateral
BN1 TELECOMMUNICATIONS: Disclosure Statement and Liquidating Plan

BRUNO'S:  Files Disclosure Statement, Reorganization Plan
CF&I STEEL: PBGC Loses Appeal
CFS: Law Firm Delivers $1.6 Million Bill  
COLONIAL DOWNS: Off NASDAQ, Now Found On SmallCap
DOW CORNING: Women Accept Joint Plan

EAGLE PICHER: Acquires 100% Of Outstanding Stock In Charterhouse
EDISON BROS: Finds Buyers For Many Of Its Chains
EL MOROCCO: Closes After 56 Years
FPA MEDICAL: Coastal Physician Announces Confirmation of Plan
FPA MEDICAL: Humana To Run Clinics Again

HARNISCHFEGER: Seeks Funding After $74.3 Million Loss
INSILCO HOLDING: To Sell Buffalo, NY Operation
LOEWEN GROUP: DCR Downgrades Loewen Group Ratings To 'DD'
LOEWEN GROUP: Files Chapter 11
MONTGOMERY WARD: Extension of DIP Facility

NEWMONT MINING: Earnings Up, Future Hugely Dependent On Gold Price
PARAGON TRADE: Equity Committee's Findings Re: P&G Settlement
PARAGON TRADE: Equity Committee Seeks To Prosecute Claims
PARAGON TRADE: Equity Objects To Settlement With Kimberly-Clark
PENN TRAFFIC: Restructuring Effective in Two Weeks

PHILIPPINE AIR: PAL seeks help from Lufthansa  
PHOENIXSTAR: Sells Assets To Hughes Electronics/Losses Persist
SUN HEALTHCARE: Group Defaults on Debt, Considers Bankruptcy
SYBASE INC: Acquisitions Continue While Net Income Is Up
TRANSTEXAS: Accounts Receivable Management and Security Agreement

TWA:  Union critical of Offer; Strike Deadline Will Probably Extend
UNITED COMPANIES: Completes Sale of Retail Lending Platform
VENCOR INC: Obtains Waiver On Credit Facility, Subject To Conditions
WET SEAL: Class A Common Stock On The Block
WILSHIRE CREDIT: Reviewed by Fitch IBCA

                    *********

ADVANCED GAMING: Second Amended Disclosure Statement
----------------------------------------------------
On May 11, 1999, R. Clive Jones, US Bankruptcy Judge for the
District of Nevada entered an order approving the Disclosure
Statement of Branson Signature Resorts, Inc., a Nevada corporation
and Advanced Gaming Technology, Inc., a Wyoming corporation.


ADVANTICA RESTAURANT: Denny's Buys 30 New York Restaurants
----------------------------------------------------------
Advantica Restaurant Group, Inc., together with its subsidiaries
including predecessors, through its wholly-owned subsidiaries,
Denny's Holdings, Inc. and FRD Acquisition Co. (and their respective
subsidiaries), owns and operates the Denny's, Coco's, Carrows, and
El Pollo Loco restaurant brands. On April 1, 1998, the company
consummated the sale of Flagstar Enterprises, Inc., the wholly-owned
subsidiary which had operated Hardee's restaurants under licenses
from Hardee's Food Systems. In addition, on June 10, 1998, the
company consummated the sale of Quincy's Restaurants, Inc., the
wholly-owned subsidiary which had operated the company's Quincy's
Family Steakhouse restaurants.

In March 1999, Denny's, Inc., a wholly-owned subsidiary of the
company, purchased 30 operating restaurants in western New York from
Perk Development Corp., a former franchisee of Perkins Family
Restaurants, L.P. The purchase price of approximately $24.7 million,
consisting of cash of approximately $10.9 million and capital leases
and other liabilities assumed of approximately $13.8 million,
exceeded the estimated fair value of the restaurants' identifiable
assets by approximately $9.5 million. Denny's took possession of the
restaurants on March 1, 1999. By March 8, 1999, 26 units were opened
as company-owned restaurants and one unit was reopened as a
refranchised restaurant. The remaining units remained closed and are
being evaluated for ultimate reopening or disposition.

On May 14, 1999, FRI-M Corporation, a wholly-owned subsidiary of
FRD, and certain of its operating subsidiaries, entered into a new
credit agreement with The Chase Manhattan Bank and Credit Lyonnais
New York Branch and other lenders.  This agreement established a $70
million senior secured credit facility to replace the bank facility
previously in effect for the company's Coco's and Carrows
operations, which was scheduled to mature in August 1999. The New
FRI-M credit facility, which is guaranteed by
Advantica, consists of a $30 million term loan and a $40 million
revolving credit facility and matures in May 2003.

Advantica's revenues for the first quarter of 1999 were $416,635,
compared with the 1998 comparable quarter revenues of $385,743. Net
loss sustained was $61,689 as compared with 1998 first quarter loss
of $43,080.


AGISS CORP: Announces Wholly Owned Sub Files For Bankruptcy
-----------------------------------------------------------
AGISS Corporation announced its wholly owned subsidiary, AGISS
Software Corporation, has filed an assignment in bankruptcy on May
27th, 1999 pursuant to the Canadian Bankruptcy and Insolvency Act as
a result of unsuccessful attempts to refinance and restructure the
company.  The filing was made in Ottawa, Ontario, Canada.

Ernst and Young Inc. have been named as the Trustee in bankruptcy.


AL TECH: Seeks Continued Use of Cash Collateral
-----------------------------------------------
AL Tech Specialty Steel Corporation seeks authority to continue the
use of cash collateral.  Such use of cash collateral is requested
for a period of three months commencing on June 1, 1999 and
terminating on August 31, 1999.

The debtor has a continuing need for use of cash collateral,
represented by the cash proceeds of the debtor's accounts and
inventory, in order to continue operation of its business during
this critical time when the debtor is preparing to file, seek
approval of, and implement its joint plan to be jointly proposed and
filed by the debtor, the Creditors' Committee, Atlas and the USWA.

The debtor asserts that any disruption of the debtor's business
would jeopardize the proposed sale of a portion of the debtor's
assets to Tubacex, SA and the substantial remainder of its assets
and lines of business to a newly-formed corporate entity to be owned
in part by Atlas and an Employee Stock Ownership Plan formed for the
benefit of the debtor's employees represented by the USWA and the
debtor's salaried employees.  The proposed asset sale to NewCo is
the product of extensive negotiations among the debtor, Atlas and
the ASWA, and forms the cornerstone of what the debtor believes will
be a viable joint plan.  Atlas and USWA are relying on the continued
operations of the debtor as a basis for a smooth transition of
ownership after the proposed Asset Sales.  Failure to extend the
debtor's use of Cash Collateral at this time would jeopardize the
asset sale and the joint plan.


BN1 TELECOMMUNICATIONS: Disclosure Statement and Liquidating Plan
-----------------------------------------------------------------
The following summarizes the treatment under the plan of each class
of claims and interests:

Class 1A - First Merit Claims - Not impaired.  Distribution, on the
Distribution Date, of 100% of its Class 1A Allowed Claim in Cash.

Class 1B - Other Secured Claims - Not impaired. Distribution, on the
Distribution Date, of 100% of their respective Class 1B Allowed
Claims in cash.

Class 2A - Convenience Claims - Distribution, on the Distribution
Date, of 20% of Allowed Claims, in Cash. (Est. $2000)

Class 2B - General Unsecured Claims - Distribution, on the
Distribution Date and on each subsequent plan payment date, of their
pro rata portion of available cash. (Est. $15 million)

Class 3A - Common Stockholder Interests - No distribution will be
made under the plan.

Class 3B - Rescission Interests - No distribution will be made under
the plan.


BRUNO'S:  Files Disclosure Statement, Reorganization Plan
---------------------------------------------------------
Bruno's Inc. last week filed a plan and disclosure statement with
the U.S. Bankruptcy Court in Wilmington, Del., amended its Form 10-K
annual report filed with the Securities and Exchange Commission.
Also last week, Bruno's subordinated noteholders request for an
appointment of an examiner was adjourned and will be rescheduled. As
reported, Bruno's responded to the motion of HSBC Bank USA for the
appointment of an examiner by requesting that the motion be  
dismissed. HSBC, indenture trustee for Bruno's 10.5 percent
subordinated notes due 2005, requested an order directing
appointment of an examiner to investigate and file a report on  
potential claims available to the company's estate against Bruno's,
current and former directors  and controlling shareholders arising
out of the leveraged buyout of Bruno's common stock in  August 1995.  
(The Daily Bankruptcy Review and ABI Copyright c June 2, 1999)


CF&I STEEL: PBGC Loses Appeal
-----------------------------
A federal agency that takes over financially troubled  
pension plans lost a Supreme Court appeal today in a dispute over
how much money it can collect from bankrupt companies after taking
over their plans.

The court, without comment, turned away an appeal by the Pension
Benefit Guaranty Corp. Lower courts had reduced the agency's claim
against a Colorado steel company whose plan it assumed.

The PBGC is designed to protect beneficiaries of pension plans that
get into financial difficulty. When the agency takes over a plan, it
pays benefits to the beneficiaries and collects unpaid pension fund
contributions from the employer.

CF&I Steel Corp., based in Pueblo, Colo., filed for bankruptcy  
reorganization in 1990 in Utah, where one of its subsidiaries was
located. Two years later, the PBGC took over the pension plan and
filed claims in bankruptcy court to collect unpaid contributions
from the company.

A bankruptcy judge followed a PBGC formula and calculated the main
amount  owed by the steel company for unfunded benefits at $221
million. The judge ruled largely against the PBGC on another issue,
saying only $1.6 million of  its separate claim for post-bankruptcy
contributions from CF&I would have priority over other claims.

A federal trial judge and the 10th U.S. Circuit Court of Appeals
ruled against use of the PBGC's formula, however, and the bankruptcy
judge reduced the main amount to $123 million.

The appeals court ruled that the PBGC's formula does not apply in
bankruptcy cases.  In the appeal government lawyers said  
the lower court rulings will encourage companies to file for
bankruptcy to reduce their liability for unfunded pension benefits.

The failure to give priority to the PBGC's effort to collect post-
bankruptcy  pension contributions also means "companies will have
little or no incentive to  continue funding while in bankruptcy,"
the appeal said.

The steel company's lawyers said allowing the PBGC to collect the
money it seeks would harm other creditors, including former
employees who still collect medical benefits.  Under an agreement
reached when the company's assets were sold to another  
firm, the government could collect about $6 million if it won its
appeal. The case is Pension Benefit Guaranty Corp. vs. Reorganized
CF&I Fabricators of Utah, 98-1440.


CFS: Law Firm Delivers $1.6 Million Bill  
----------------------------------------                   
The Daily Oklahoman reports on May 4, 1999 that a Chicago law firm
seeks $1.6 million in payments from Commercial Financial Services
for services on behalf of the bankrupt debt collection  
company, according to court records filed Monday.

In its first application to the U.S. Bankruptcy Court for the
Northern District of Oklahoma, the firm of Jenner & Block outlined
its activities on behalf of the Tulsa-based credit card collection
company since last fall. The filing detailed - except for some
confidential information - each hour it spent on the case and its
expenses in a 491-page document.

According to the filing, Commercial Financial Services was losing
$15 million a month in 1998 as outside experts worked to prevent a
bankruptcy filing for or against the Tulsa company.

Also filed was a 131-page application by Development Specialist Inc.
of Chicago seeking $372,534 since Dec. 11.  Not included was payment
for Fred Caruso, a Development Specialist Inc. employee serving as
president of CFS. His was approved earlier by the court
at the rate of $750,000 annually through the Chicago company.

The applications - along with others similarly filed - are to be
heard May 18 by Dana L. Rasure, the bankruptcy court's chief judge.

Following an anonymous letter of Sept. 30, 1998, sent to three bond
rating  companies that alleged financial improprieties by CFS, the
law firm was hired  and conducted what it termed "an intensive
factual report."

More than 35 people were interviewed, while documents and computer
records were reviewed before a report containing the results were
issued to Peter Wachtell, an independent, outside director.

A second report was made by the accounting firm of
PricewaterhouseCoopers. Citing attorney-client privilege, Jenner &
Block has kept the contents of both reports from being made public
and is still of issue before the court. Action taken in North
Carolina by NationsBank on Dec. 9, as well as threatened similar
actions by other companies, prompted CFS to seek protection  
through bankruptcy court two days later. The bank claimed that $66
million CFS  had invested in a mutual fund administered by
NationsBank belonged to the bank.  The figure was later amended to
$40.4 million. The law firm said 39 attorneys on its staff has spent
5,962 hours on CFS at an average cost of $251 an hour.

Larry M. Wolfson, who heads the firm's CFS team, accounted for 952
hours. That is the equivalent of nearly 24 full-time, 40-hour weeks.
Jay S. Geller, second man on the team, logged 625 hours, about 17
weeks.


COLONIAL DOWNS: Off NASDAQ, Now Found On SmallCap
-------------------------------------------------
The listing of securities of Colonial Downs Holdings, Inc. has been
transferred from the NASDAQ National Market to the NASDAQ SmallCap
Market effective May 28, 1999.  In late 1998, the corporation's
stock price fell below the market value public float maintenance and
minimum bid requirements for inclusion on the NASDAQ National
Market.  Because the corporation satisfied these National Market
requirements in April, the corporation sought continued listing of
its securities on the NASDAQ National Market before a listing
qualifications panel.  However, the panel recommended that the
corporation's securities listing be transferred
to the SmallCap Market.  The corporation currently satisfies the
listing requirements of the SmallCap Market and will continue to
list it securities under "CDWN".


DOW CORNING: Women Accept Joint Plan
------------------------------------
In yet another significant milestone to resolve breast implant
claims, the Tort Claimants Committee, representing women with
silicone breast implant and other product liability claims, and Dow
Corning Corporation today announced that the Joint Plan of
Reorganization to resolve its Chapter 11 filing was overwhelmingly
accepted by women with claims related to silicone breast implants.  
The 60-day voting period ended on May 14, 1999.  In total, more than
300,000 votes were cast on the plan for all categories of claims,
with a vast majority (94 percent) of those voting in favor of the
plan. Of the more than 112,774 votes cast by those with domestic  
silicone breast implant claims, 95.5% voted to approve the Joint
Plan.

"This overwhelmingly positive vote marks another milestone in the
successful resolution of the silicone breast implant controversy,"
said Gary E. Anderson, President of Dow Corning.  "We believe the
plan resolves this controversy in a manner that is fair to all
parties involved, particularly women with breast implants claims."

Ralph Knowles of the Tort Claimants Committee said, "The extremely
positive voting results and acceptance of the Plan is quite
significant. Ultimately, we think the Plan is in the best interests
of the vast majority of claimants who have endured years of delay in
having their claims resolved."

Joint Plan Milestones:

* The Tort Claimants Committee (TCC) and Dow Corning Corp. (DCC)
file with the U.S. Bankruptcy Court the "Joint Plan" in November of
1998

* TCC/DCC launch 60-day, court-ordered voting period March 15, 1999,
for silicone breast implant and other claimants to vote to accept or
reject the Joint Plan to end the DCC bankruptcy** and resolve their
claims

* Voting period ends May 14, 1999

The next step in the process is a Confirmation Hearing to be held
by the U.S. Bankruptcy Court in Bay City, Mich. beginning on June
28, 1999.   The hearing will provide an opportunity for the
proponents of the Joint Plan to present evidence in support of a
decision by the Court to approve the Joint  Plan.  Should the Court
confirm the Joint Plan, claimants will then have the  opportunity to
select the method by which they wish to settle
their claim.   


EAGLE PICHER: Acquires 100% Of Outstanding Stock In Charterhouse
---------------------------------------------------------------
On April 14, 1999, Hillsdale Tool & Manufacturing Co., an indirectly
wholly-owned subsidiary of Eagle-Picher Holdings, Inc., acquired all
of the outstanding capital stock of Charterhouse Automotive Group,
Inc., a Delaware corporation, the indirect parent corporation of
Carpenter Enterprises Limited, a Michigan corporation. The
acquisition was made in furtherance of a stock purchase agreement
dated April 8, 1999, which was held in escrow until April 14, 1999.
The total consideration paid for Charterhouse was approximately
$72.0 million, consisting of $37.9 million for the stock of
Charterhouse, a $3.1 million payment to the former president of
Carpenter under a phantom stock plan which was triggered by
the transaction, and $31.0 million of existing indebtedness of
Carpenter.

Carpenter is a supplier of precision machined components to the
automotive industry. Charterhouse was a holding company whose only
asset was the stock of Charterhouse-Carpenter Holdings, Inc., a
Delaware corporation, another holding company whose only asset was
the stock of Carpenter. Immediately following the acquisition,
Carpenter Holdings was dissolved and Charterhouse was merged into
Carpenter.


EDISON BROS: Finds Buyers For Many Of Its Chains
-------------------------------------------------
On March 9, 1999, Edison Brothers Stores, Inc. and seven affiliated
companies filed in the United States Bankruptcy Court for the
District of Delaware a voluntary petition for reorganization under
Chapter 11 of title 11 of United States Code.  

The sale of Repp and Repp By Mail closed on May 21, 1999.

Edison Brothers Stores previously sought and has received Bankruptcy
Court approval to conduct inventory liquidation sales at most of its
Wild Pair stores and Riggings menswear chain.  The company has
announced plans to sell its Princeton, Ind. distribution center for
$6.1 million. A second distribution center in Washington, Mo. will
be closed by mid-July and is currently for sale.


EL MOROCCO: Closes After 56 Years
---------------------------------
The El Morocco Restaurant closed for good - at least in name.  But
owner John F. Gallagher said yesterday he plans to reopen the
Grafton Hill landmark at 100 Wall St. under a new name by August or
September. "The concept had grown passe," Gallagher said of the El's
image of Middle Eastern cuisine and belly dancers, an image that was
only partly true since the restaurant expanded its menu and
entertainment offerings under his ownership. "You can't operate an
ethnic restaurant on that large a scale. Just the name  
alone implies ethnic, Middle Eastern fare."

The disappearance of the El Morocco name caps a 56-year history for
one of Worcester's legendary gathering places. A jazz hot spot and
dining institution through three generations, the El fell on hard
times in the 1990s and landed in bankruptcy protection.

Gallagher took control of the restaurant in July 1994 during its
second trip to the auction block. The owners of Tiano's restaurant
in Worcester originally put in the high bid on the El, but failed to
secure financing within the allotted time. Gallagher bought the real
estate and business for $335,000 and assumed $152,000 in municipal
liabilities.

Gallagher, whose family trust finances the restaurant business, also
is an executive at East-West Mortgages and sits on the board of
directors for the Massachusetts Restaurant Association. He said he
is seeking a chef as a partner to buy the business end of the
restaurant while he retains control of the real estate.

"I'm looking for a chef-partner to take over the restaurant. I'm
interested in the real estate. But as landlord, I want to make sure
whatever goes in there works," he said. The 10,000-square-foot
restaurant seats more than 600 people in various dining and function
room configurations. Last year, Gallagher added a seafood  
section to the El and dubbed it the Red Fish Grill, which is also
closed. "The new entity will include cutting-edge cuisine. You'll
never see a Ponderosa here or family dining in the sense of $9.99
dinners, at least not with the chefs I'm talking to," Gallagher
said.

But Gallagher said he does not want fine dining in the "white
tablecloth" sense. He said he envisions a place that is comfortable,
pointing upscale and - most importantly - heavy on good service.
That last requirement seems directly inspired by the Aboodys, the
family that founded the El Morocco in 1943 in an apartment house
across from the restaurant's current location on Wall Street, which
opened in 1977. "When the Aboodys were running it, it was so much
fun," said trumpet player Emil Haddad, who enjoyed a long working
relationship at the El and is still a close friend of Joe Aboody,
who ran the restaurant with his sisters until it was sold.

"Just about every night I play, someone tells me how much they miss
the Aboodys at the El," Haddad said. After some infighting between
brothers and sisters around the financial decline of the restaurant,
Joe and his sister, Grace Aboody, stayed on at the restaurant for
about a year after Gallagher bought it. Their father, Paul Aboody,
founded the El with a $600 investment. In time, it became
Worcester's jazz central and then a place for celebrities to hang  
out. The senior Aboody died in 1983, leaving control of the El
Morocco to his eight children. In 1993, the company running the
restaurant filed for Chapter 11 bankruptcy protection. Louis C.
Terricciano and his son, Mitchell Terricciano, owners of Tiano's,  
submitted the high bid at an auction held in March 1994.   But the
Terriccianos failed to complete the financial transactions to  
satisfy the U.S. Bankruptcy Court and Gallagher bought the real
estate and  business at auction in July 1994. Gallagher said he
never felt he had the right managers in the El Morocco and
that compounded problems that were hurting the business. He said in
its first year, the El under his ownership did well, selling about
$50,000 worth of food and drinks each week. But that number dropped
steadily over the last two years. Ideally, Gallagher said, he would
have a couple take over the restaurant, with one partner working the
kitchen and the other being a friendly presence in the dining area.

It seems like a combination that worked well once before on Wall
Street.  (Telegram Gazette Worcester - 05/18/99)


FPA MEDICAL: Coastal Physician Announces Confirmation of Plan
--------------------------------------------------------------
Coastal Physician Group, Inc. (OTC:ERDR) ("Coastal") announced on
June 1, 1999 that the FPA Medical Management, Inc. Plan of
Reorganization was confirmed by the US Bankruptcy Court for the
District of Delaware on May 26, 1999.

Under the Plan, Coastal will acquire the operations of Sterling
Healthcare Group, Inc., a wholly owned subsidiary of FPA Medical
Management, Inc. (OTC:FPAMQ). Sterling currently provides emergency
medicine practice management services to approximately 124 hospitals
primarily in the southeastern United States. Closing of the
transaction is expected to occur in June 1999.

Steven M. Scott, M.D., Chairman and Chief Executive Officer of
Coastal, stated,  "We are extremely happy to have the most difficult
legal issues behind us. We are moving forward with our plans for
combining Coastal and Sterling which will focus on stabilizing
relationships with our clients, physician and employees.  
We want to ensure a successful transition."

Coastal Physician Group, Inc. is an emergency medicine physician
management company and provides certain core competencies to
physicians and hospitals throughout the United States.


FPA MEDICAL: Humana To Run Clinics Again
----------------------------------------
Humana Inc. is resuming control over its former health clinics in
the Kansas City area, Humana officials said Tuesday.

The clinics are known as the Prime Health Medical Group and most
recently were operated by a division of FPA Medical Management Inc.
Humana took over the ownership and management of the clinic
operations Tuesday as part of the bankruptcy reorganization of FPA,
which is based in San Diego.

Zarina Shockley-Sparling, executive director of Humana's Kansas City
area operations, said patients at the clinics should expect to
continue seeing their current doctors. "We are ensuring that this
will cause no disruption in the delivery of services to our
patients," Shockley-Sparling said.

The clinics serve 60,000 to 70,000 patients, including Humana
members and others, and employ about 400 people, Shockley-Sparling
said. The employees will become Humana employees again.

The transaction does not affect the ownership of the buildings that
house the clinics, Shockley-Sparling said. Humana owns three of the
buildings and will lease the remaining four.  FPA took over the
management of eight area Humana clinics in June 1998. It  
subsequently closed a clinic at 4700 Belleview Ave. and merged it
into a clinic on the Research Medical Center campus, on East Meyer
Boulevard. The clinics eliminated more than 100 jobs around that
time.

Last October, the clinics changed their name to Prime Health Medical
Group. The clinics had been known as Prime Health clinics before
Humana acquired Prime Health in the early 1990s. The Prime Health
name will be retained for now, Shockley-Sparling said.

As part of its reorganization, FPA is selling most of its operations
around the country to Humana and Coastal Physician Group Inc. Once
one of the largest managers of doctors' practices, FPA filed for
Chapter 11 protection from creditors in July 1998.

Humana, based in Louisville, Ky., is one of the largest publicly
traded managed health-care companies, with about 6.1 million
members. Bloomberg News contributed to this report.


HARNISCHFEGER: Seeks Funding After $74.3 Million Loss
-----------------------------------------------------
Milwaukee-based Harnischfeger Industries Inc., a mining and paper-
making equipment manufacturer, reported a $74.3 million loss for the
second quarter ending April 30 and said that its financial needs
exceed its resources, according to Reuters. Some analysts question
whether the company can avoid default, and one said that "unless
they can assure customers and vendors in very short order, they're
going to be forced into bankruptcy." Harnischfeger is exploring
strategic alternatives and working with lenders to obtain additional
funding. Chairman Robert Hoffman said in a news release that the
company is in compliance with its loan covenants but that
its "current funding requirements to operate its businesses and
implement cost-savings initiatives exceed its currently available
resources." The company replaced its chairman and CEO last
week because of poor business during the last two years. Some
vendors have withheld shipments, causing the company's paper-making
equipment unit to miss more than $10 million in shipments in the
quarter, due to lack of materials. (ABI 2-June-99)


INSILCO HOLDING: To Sell Buffalo, NY Operation
----------------------------------------------
On May 26, 1999, Insilco Holding Co. reported that it planned to
close its Buffalo-based McKenica division by the end of July, 1999.
McKenica, a manufacturer of heat exchanger tube mills and related
capital equipment, recorded sales of $7.1 million in 1998. McKenica
currently employs 54 employees at its Buffalo plant.

Insilco's Chairman and CEO, Robert L. Smialek, reports that the
markets that McKenica serves, in particular the Asian market, remain
very weak. He stated that the company has attempted, without
success, to streamline McKenica's operations and reduce expenses to
a level that current sales could support, as well as sought a buyer
for McKenica. Unsuccessful in that attempt the company finds no
alternative at this time but to close McKenica.

Insilco Holding Co., based in suburban Columbus, Ohio, is a
diversified manufacturer of industrial components and a supplier of
specialty publications.  The company's industrial business units
serve the automotive, electronics, telecommunications and other
industrial markets, and its publishing business serves the school
yearbook market.  It had revenues in 1998 of $535.6 million.  


LOEWEN GROUP: DCR Downgrades Loewen Group Ratings To 'DD'
---------------------------------------------------------                  
Duff & Phelps Credit Rating Co. (DCR) has lowered the senior debt
ratings of The Loewen Group, Inc. (Loewen) and related  
entities to 'DD' (Double-D) from 'CCC' (Triple-C), DCR's lowest
rating prior to default.  The downgrade follows the company's
announcement today that it and approximately 870 U.S. subsidiaries
have filed in Delaware to reorganize under Chapter 11 of the U.S
bankruptcy Code.  Loewen also announced that the group's  116
Canadian subsidiaries are applying today for creditor
protection under the  Companies' Creditor Arrangement Act in Canada.  
The group's ratings have been removed from Rating Watch--Down.  
Rated senior unsecured debt totaled approximately $1.65 billion at
March 31, 1999. Including the rated securities, Loewen's
consolidated senior debt amounted to $2.14 billion as of March 31,  
1999, of which roughly $318 million was outstanding under bank
credit  facilities.  Debt of the senior lending group, including the
note holders and banks, is guaranteed on a pari passu basis by
substantially all majority- controlled subsidiaries and supported by
a pledge of shares of those entities.   The debt securities affected
by the rating action are:

-- The Loewen Group, Inc.'s senior guaranteed notes; -- Loewen Group  
International Inc.'s (LGII) senior guaranteed notes; and

-- Loewen Pass-Through Asset Trust 1997-1's pass-through asset trust     
certificates (PATS).

In connection with the bankruptcy filings, Loewen reported that it
has received a commitment for up to $200 million in **debtor**-in-
possession financing from First Union National Bank.  Loewen expects
that the bank credit facility will provide the company with
sufficient funding to cover working capital needs during the
bankruptcy reorganization.

On March 22, 1999, Loewen's senior ratings were downgraded to 'CCC'
(Triple-C) in recognition of continued concern with respect to the
company's poor liquidity, troubled operating performance and efforts
to sell assets and reduce debt.  On April 2, 1999, DCR lowered the
ratings of the preferred securities of  Loewen and Loewen Group
Capital, L.P. to 'DP' (preferred stock with dividend  arrearages).  
That rating action followed the deferral of dividends
on Cdn.$220  million of 6 percent cumulative redeemable convertible
first preferred shares  and on $75 million of cumulative monthly
income preferred securities (MIPS),  series 'A'.

Based in Burnaby, British Columbia, Loewen is the second-largest
consolidator of funeral homes and cemeteries in North America,
ranking behind Service Corp. International and ahead of Stewart
Enterprises. LGII serves as the principal borrowing entity and
holding company for all of Loewen's U.S. assets and operations.  
Approximately 90 percent of Loewen's revenues, generated by a
portfolio of more than 1,100 funeral homes and 400 cemeteries, are
accounted for by U.S. operations.

Duff & Phelps Credit Rating Co. (DCR) is a leading global rating
agency with 32 local market offices providing ratings and research
on debt issues and insurance claims paying ability in more than 50
countries.


LOEWEN GROUP: Files Chapter 11
------------------------------
VANCOUVER, June 1 /CNW-PRN/ - The Loewen Group Inc.
(NYSE,TSE,ME:LWN) announced that, in order to ensure time to
implement a new strategic plan while concurrently reducing its debt
structure to compete more effectively in the marketplace, the Board
of Directors has authorized the Company to file a voluntary petition
to reorganize under Chapter 11 of the U.S. Bankruptcy Code,  as well
as an application for creditor protection under the Companies'  
Creditors Arrangement Act (CCAA) in Canada.

In conjunction with the filings, the Company's U.S. subsidiaries
have received a commitment for up to US $200 million in debtor-in-
possession (DIP) financing from First Union National Bank. The post-
petition financing, which is subject to court approval, is expected
to provide adequate funding for all post- petition trade and
employee obligations as well as the Company's ongoing needs  during
the restructuring process. The Company's Canadian
subsidiaries have  sufficient liquidity to fund daily operations and
do not anticipate the need for additional financing.

The Loewen Group Chairman, John S. Lacey said, "During the past
three years, the Company has experienced increasingly intensive
working capital needs primarily as a result of its aggressive
pursuit of cemetery acquisitions versus its historical
emphasis on funeral home operations. We must focus our energy on
correcting our balance sheet and implementing a solid business
plan."

Mr. Lacey said that the plan or "vision" is to return to the
original focus of The Loewen Group as a funeral service company with
strategically located ancillary cemetery operations.

Lacey also noted that the Company's United Kingdom subsidiaries,
which generate less than 1% of the Company's revenues, are excluded
from the filings.

The Company has already identified and begun to implement several
key operational elements of this plan. Those elements include:

- Completing consolidation of accounting and administrative
facilities to one location;

- Suspending the Company's acquisition program;

- Improving cashflow characteristics of the pre-need sales program;
and

- Implementing more competitive pricing programs at selected funeral
home locations.

Mr. Lacey said that, The Loewen Group is optimistic it will emerge
from the restructuring process as a stronger, more competitive
enterprise. ``We are extremely grateful to the customers, employees
and lenders who have supported the Company through these challenging
times,'' Mr. Lacey said. ``We believe this restructuring will set
the Company on a path of recovery, growth and profitability.''

The Loewen Group and approximately 870 of its U.S. subsidiaries
filed their Chapter 11 cases in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington. The CCAA application will be
brought later today before Mr. Justice James Farley of the Ontario
Superior Court of Justice for The Loewen Group's  116 Canadian
subsidiaries.

Based in Vancouver, The Loewen Group Inc. owns or operates more than
1100 funeral homes and more than 400 cemeteries across the United
States, Canada and the United Kingdom. The Company employs
approximately 13,000 people and derives 90 percent of its revenue
from U.S. operations.


MONTGOMERY WARD: Extension of DIP Facility
------------------------------------------
To provide continued financing for the Debtors' on-going working
capital needs through the Effective Date of the Plan, GE Capital has
agreed to an extension of the DIP Facility through March 31, 2000.

The Debtors tell Judge Walsh that it will be impossible to
consummate the Plan before the July 7, 1999, expiration of the DIP
Facility.  Accordingly, an extension of the DIP Facility is
necessary to carry the Debtors through the Effective Date of the
Plan.  

As a result of significant asset sales during these chapter 11
cases, the Debtors' availability under the DIP Facility is
approximately $750 million at this time.

In consideration of GECC's agreement to extend the maturity date,
the Debtors will pay a $2,000,000 (20 basis points of the face
amount of the DIP Financing Facility) Extension Fee to GECC.


The current members of the DIP Financing Syndicate are:

Tranche A    Swing Line    Tranche B     Lender
---------    ----------    ---------     ------
$300,000,000  $25,000,000   $200,000,000   General Electric Capital       
$150,000,000            0              0   The Chase Manhattan          
$195,000,000            0              0   BT Commercial Corporation
$50,000,000             0              0   BankBoston Retail     
$35,000,000             0              0   Credit Agricole Indosuez
$20,000,000             0              0   Fleet Capital Corporation
$25,000,000             0              0   Fleet National Bank
$50,000,000             0              0   Foothill Capital
$15,000,000             0              0   Goldman Sachs Credit    
$20,000,000             0              0   Green Tree Financial
$50,000,000             0              0   Heller Financial, Inc.
$20,000,000             0              0   IBJ Whitehall Business
$20,000,000             0              0   National City Commerical
$15,000,000             0              0   Firstar, N.A.


David Kurtz, Esq., representing the Debtors, reminded Judge Walsh
that the DIP Facility will be refinanced on the Effective Date from
borrowings under a New Exit Facility arranged by The Chase Manhattan
Bank.  The Committee, Mr. Kurtz noted, fully supports the Debtors'
request -- without continued financing, vendors supply goods today
couldn't be paid.

Accordingly, Judge Walsh approved the Debtors' request to extend the
DIP Facility in all respects.  (Montgomery Bankruptcy News Issue 41;
Bankruptcy Creditors' Service)


NEWMONT MINING: Earnings Up, Future Hugely Dependent On Gold Price
------------------------------------------------------------------
On October 7, 1998, Newmont Mining Corp., involved in the extraction
and sale of gold and silver ore, acquired the minority interest of
Newmont Gold Company and Newmont Gold Company became 100%-owned by
Newmont Mining Corp.

Newmont Mining Corp. earned $9.9 million in the first quarter of
1999 compared with a net loss of $2.7 million in the first quarter
of 1998.  Newmont generally sells its production at market prices;
therefore, revenue, earnings and cash flow are highly leveraged to
the gold price. Based on estimates of 1999 production and expenses,
a $10 per ounce change in the average annual gold price would result
in an increase or decrease of approximately $38 million in cash flow
from operations and approximately $28 million in net income.


PARAGON TRADE: Equity Committee's Findings Re: P&G Settlement
-------------------------------------------------------------
The Official Committee of Equity Security Holders of Paragon Trade
Brands, Inc. seeks an order denying the debot's motion for an order
authorizing and approving a settlement and compromise with the
Procter & Gamble Company.

The Committee alleges that if the P&G Settlement Agreement were
approved as part of a plan, the plan confirmation process would
require that shareholders be fairly compensated for the loss of a
50-75% chance to realize $262.5 million in equity value they suffer
as a result of the settlement.

If the P&G Settlement Agreement were pursued as part of a plan, the
plan confirmation process would require that shareholders be fairly
compensated for the additional royalty costs and obligations that
will be incurred through the debtor's pursuit of the dual cuff
business plan, and the more than $200 million in shareholder equity
that will be used to pay for the new business plan. The Committee
further states that an examiner may be appropriate in the current
case to investigate possible claims against P&G and K-C.


PARAGON TRADE: Equity Committee Seeks To Prosecute Claims
---------------------------------------------------------
The Official Committee of Equity Security Holders of Paragon Trade
Brands, Inc. seeks authority to prosecute claims against
Weyerhaeuser Company in the name of the estates.  The Equity
Committee seeks authority to pursue breach of warranty, breach of
fiduciary duty, and indemnity claims against the Weyerhaeuser
Company in an adversary proceeding on behalf of the debtor's estate.  
The claims, if proved meritorious, should result in the estate's
recovery in excess of $500 million from Weyerhaeuser, which is an
$11 billion company full able to pay such a potential judgment.

The claims arise from warranties and indemnity promises that
Weyerhaeuser contractually made in an Asset Transfer Agreement and
Intellectual Property Agreement from 1993.

The Committee states that the debtor has unjustifiably refused to
pursue a claim as "The debtor filing these claims would be like a
child suing her parent."  The Committee states that the debtor is
controlled by officers and directors that were former officers and
directors of Weyerhaeuser and still maintain loyalties to their
former employer.  These relationships create conflicts of interest
for the debtor to pursue the claims.  The Equity Committee states
that if it is successful, the claims against Weyerhaeuser may
restore every penny of shareholder value that the current plan wipes
out.  "Without authority to pursue these claims, ethe equtiy holders
are left unprotected."


PARAGON TRADE: Equity Objects To Settlement With Kimberly-Clark
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Paragon Trade
Brands, Inc. objects to the debtor's motion for an order authorizing
and approving a settlement and compromise with Kimberly-Clark
Corporation.

The Committee states that the debtor did not infringe on Kimberly-
Clark's patents, that Kimberly-Clark is not entitled to damages for
lost profits, and that the debtor has ignored the opinion of its own
experts that the settlement value of Kimberly-Clark's claims is
approximately $22.8 million.  The debtor's range of reasonable
royalty damages ignores the opinions of the debtor's own experts.
And the Committee complains that the debtor inexplicably assigns a
60% likelihood of success to Kimberly-Clark on the merits of their
case.  Also, the Committee states that the debtor's analysis does
not discount Kimberly-Clark's claims for the high possibility of
reversal on appeal to the Federal Circuit.

The Committee reasons that the settlement was the result of an epic
failure of the bankruptcy negotiation process, and that the
shareholders were not solicited during the negotiation process
regarding their views of the settlement, were not heard and were not
given an opportunity to vote on the proposed settlement.


PENN TRAFFIC: Restructuring Effective in Two Weeks
---------------------------------------------------                       
The Times Union reports on May 28, 1999 that Penn Traffic Co. won
federal court approval of its bankruptcy reorganization plan, and
the regional grocer's prearranged financial restructuring will
become effective in approximately two weeks following the plan's
confirmation Thursday by the U.S. Bankruptcy Court for the District
of Delaware.

Penn Traffic's major creditors will forgive $1.1 billion of the
company's  $1.7 billion debt in return for control of the company,
which has lost more  than $324 million since 1994, including $103.9
million last year.  "We can now focus on investing in and growing
our business," said Gary D. Hirsch, who will remain as the company's
chairman.

Not only are creditors forgiving nearly two-thirds of Penn Traffic's
debt, they also will loan the company $100 million. Hirsch said the
loan will be used for an "aggressive" store building and remodeling
campaign.

In exchange, Penn Traffic will issue 19 million shares of new stock
to the creditors. Additionally, it will consolidate its old stock,
leaving current shareholders with just one share of new stock for
every 100 shares of old stock they owned.

Penn Traffic currently operates 216 supermarkets in New York,
Pennsylvania, Ohio and West Virginia. It employs 19,000 people under
five trade names: P&C Foods, Big Bear, Big Bear Plus, Bi-Lo Foods
and Quality Markets. Since the middle of last year, Penn Traffic has
closed 30 stores and sold 17 others. The company plans to close at
least eight more stores. Penn Traffic filed for Chapter 11
bankruptcy protection on March 1 in Delaware, where it is
incorporated.


PHILIPPINE AIR: PAL seeks help from Lufthansa  
---------------------------------------------                        
China Daily reports on June 2, 1999 that the German carrier
Lufthansa is to sign a contract before the end of the month to
manage debt-ridden Philippine Airlines(PAL), a senior Filipino
government official said yesterday.

"Lufthansa is coming in to manage (PAL) within the month," Finance
Secretary Edgardo Espiritu told reporters. "There would be a
management contract."

Espiritu was among several cabinet members assigned by President
Joseph Estrada to help the 58-year-old flag carrier avoid
bankruptcy. Government financial institutions are minority
shareholders in the airline.

Espiritu said the German carrier would be asked to handle the
marketing side of PAL, Asia's oldest airline, which is under
bankruptcy administration. PAL's rehabilitation plan, approved by
regulators earlier this month, would still be pursued under new
management, and includes the spin-off of non-core operations, he
added.

The key component of the recovery plan is a capital injection of at
least US$200 million by Friday. PAL management announced on Monday
that it was in talks with Hong Kong firm Top Wealth Enterprises Ltd
and an unnamed party represented by Hong Kong's Bank of East Asia
Ltd for equity participation valued at US$70 million. PAL chairman
and majority shareholder Lucio Tan has pledged to put in US$100
million. The airline has said it will ask state financial
institutions to take care of the remaining US$30 million.

But Espiritu said yesterday these firms are likely to lend PAL about
US$15 million "at most." "Definitely the national government is not
exercising its preemptive rights" in the recapitalization of the
airline, he added. The Securities and Exchange Commission said
yesterday PAL's plan will not be derailed by the withdrawal of
support by some of its key creditors. Philippine National Bank (PNB)
withdrew its support last week and the US Export-Import Bank
(Eximbank) pulled out in early May.

Commission chairman Perfecto Yasay said while "questions" had been
raised about the plan, a majority of its creditors were still behind
it. "That will not stop the rehab plan. Let me say that now. Because
what we are concerned with is that we've got 55 per cent of the
creditors approving the rehab plan," Yasay said in a television
interview.

Eximbank and PNB have both challenged the accuracy of the voting in
support of the plan and called on the regulator to release a list of
the creditors which approved it and how much they were owed.

Eximbank and a group of European export credit agencies account for
two-thirds of PAL's total debts of US$2.24 billion. These
institutions have liens on 16 of the 22 planes in its fleet.


PHOENIXSTAR: Sells Assets To Hughes Electronics/Losses Persist
---------------------------------------------------------------
Effective April 28, 1999 and in accordance with an asset purchase
agreement dated January 22, 1999, Phoenixstar, Inc. (formerly
PRIMESTAR, Inc.) sold its medium-power direct broadcast satellite
business to Hughes Electronics Corporation, a subsidiary of General
Motors Corporation, for aggregate consideration of $1,358.2 million.
Purchase consisted of $1,100 million in cash (before working capital
adjustments and closing costs) and 4.871 million shares of General
Motors Class H common stock valued at $258.2 million as of the date
of closing on the transaction. The purchase price is subject to
working capital adjustments to be settled within 90 days after
the closing date.

In a separate transaction, Phoenixstar announced that TSAT (TCI
Satellite Entertainment, Inc.) and Phoenixstar had reached an
agreement with Hughes to sell to Hughes TSAT's authorizations
granted by the Federal Communications Commission.  In addition,
other assets and liabilities relating to a proposed DBS system being
constructed by Tempo Satellite, Inc., a subsidiary of TSAT, at 119
degrees W.L. and Phoenixstar's rights relating to the Tempo DBS
Assets would also be sold to Hughes, for aggregate consideration
valued at $500 million.  Pursuant to the agreement, Hughes would
assume $465 million of TSAT's liability to the partnership, pay TSAT
$2.5 million in cash and pay Phoenixstar and the partnership $32.5
million in cash.  In addition, the partnership and Phoenixstar have
agreed to forgive amounts due from TSAT in excess of the $465
million to be assumed by Hughes.  To facilitate such transaction,
the partnership would terminate and relinquish the Tempo rights.  
Due to the fact that regulatory approval is required to transfer
certain of the Tempo DBS assets to Hughes, the Hughes transaction
will be completed in two steps.

Effective March 10, 1999, the first closing of the Hughes
transaction was consummated whereby Hughes acquired one of Tempo's
high power satellites and Phoenixstar's option to acquire Tempo DBS-
2 for aggregate consideration of $150 million.  Such consideration
was comprised of $9,750,000 paid to Phoenixstar and the partnership
for the Tempo DBS-2 option and the termination of the partnership's
rights under the Tempo capacity option, and $750,000 paid to TSAT to
exercise the Tempo DBS-2 Option and the assumption by Hughes of
$139,500,000 due to the partnership from TSAT in exchange for Tempo
DBS-2.  Simultaneously with the first closing date, Hughes repaid
the liability to the partnership that Hughes assumed.

The sale of the remaining assets contemplated by the Hughes
agreement is subject to the receipt of appropriate regulatory
approvals and other customary closing conditions and is expected to
be consummated in mid-1999. In the event the second closing is not
consummated and the Hughes agreement is abandoned, Phoenixstar
cautions that there can be no assurance that the company will be
able to recover the carrying amount of its satellite
rights. Tempo has been notified that its in-orbit satellite ("Tempo
DBS-1") experienced power reductions which occurred on March 29,
1999 and April 2, 1999.  Although the company does not believe the
extent of such power reductions is significant, a definitive
assessment of the impact on Tempo DBS-1 is not yet complete.

During the first three months of 1999, on revenues of $393,864
Phoenixstar incurred a net loss of $83,725, which represents an
increase of $14,208 as compared to a net loss of $69,517 for the
three months ended March 31, 1998, on revenues of $168,500.  Such
increased net loss during 1999 is said by the company to be due
primarily to the increases in deprecation, amortization and interest
expense, partially offset by an increase in the company's income tax
benefit.


SUN HEALTHCARE: Group Defaults on Debt, Considers Bankruptcy
------------------------------------------------------------
Albuquerque-based Sun Healthcare Group said that its bank group
blocked it from paying interest due May 1 on $150 million in notes,
which put it in default of its debt, The Wall Street Journal
reported. The nursing home operator said it has the funds to make
the payment and believes it has the funds to meet daily obligations,
but it has been unable to reach an agreement with lenders on
amending terms of its $1.57 billion in bank loans. Sun is in
violation of bank covenants, and its waivers on the covenant
defaults expire Friday. In a recent quarterly financial
report, the company said its is exploring options, including chapter
11 protection. It has hired Donaldson, Lufkin & Jenrette Inc. to
advise it on options. Sun had a 30-day grace period to pay
the interest on its $150 million in notes due 2008, which expired
May 31. Sun said the bank group exercised its right to keep the
company from making the payment. Sun, which asked for waivers from
the bank group, led by Bank of America Corp.'s Bank of America unit,
said that changes in Medicare reimbursements have significantly cut
revenue. Across the board, the industry has been struggling to adapt
to the new Medicare plan, phased in last year, which pays nursing
home operators a fixed rate, rather than reimbursing them on their
business costs. (ABI 2-June-99)


SYBASE INC: Acquisitions Continue While Net Income Is Up
-------------------------------------------------------
Total revenues for the three months ended March 31, 1999 increased
one percent to $208.3 million as compared to $206.8 million for the
three months ended March 31, 1998 for Sybase Inc., the pre-packaged
software company.  Sybase reported net income of $5.9 million in the
three months ended March 31, 1999 as compared to a net loss of $81.2
million in the three months ended March 31, 1998.

In February, 1999, the company acquired Data Warehouse Network, an
Ireland-based, privately held provider of packaged, industry-
specific business intelligence applications. Under terms of the
acquisition agreement, Sybase paid $2.7 million in cash for certain
assets and assumed certain liabilities of Data Warehouse Network.


TRANSTEXAS: Accounts Receivable Management and Security Agreement
-----------------------------------------------------------------
TransTexas Gas Corporation seeks a court order authorizing the
debtors to enter into accounts receivable management and security
agreement authorizing postpetition financing over administrative
expenses and secured by liens on property of the state pursuant to
the Bankruptcy Code.  

TransTexas has an immediate need to obtain credit and use cash
collateral in order to maintain its ongoing operations and avoid
immediate and irreparable harm and prejudice to the debtors' estates
and all parties in interest.  Pursuant to the BNY Financial
Corporation ("BNYFC") DIP Loan Agreement, BNYFC has agreed to make
post-petition advances to TransTexas up to a maximum amount of $10
million through October 20, 1999.  TransTexas' obligations to BNYFC
will be secured by a first priority lien and security interest in
TransTexas now owned or hereunder acquired inventory consisting of
casing, drill pipe and other supplies and TransTexas' accounts
receivable.  In material respects the BNYFC DIP Agreement retains
its pre-petition terms.  Pursuant to the amendment, TransTexas has
agreed to pay BNYFC a closing fee of $200,000 and to increase the
unused line fee from .125% to .5%.

The implementation of the BNYFC DIP Loan Agreement will be viewed
favorably by TransTexas' employees, vendors, and customers and will
help promote its reorganization.  Without the agreement, TransTexas
will not be able to fund the drilling program necessary to permit it
to enhance the value of its oil and gas assets and to meet its
payroll or other direct operating expenses, will suffer irreparable
harm and its entire reorganization effort will be jeopardized.  


TWA:  Union critical of Offer; Strike Deadline Will Probably Extend
-------------------------------------------------------------------
The Kansas City Star reports on June 1, 1999 that machinists union
officials on Tuesday roundly criticized Trans World Airlines' final
contract offer made Friday to 16,000 union members.

Negotiators for the union have recommended that members reject the
offer. Union officials said a strike deadline set for next week
probably would be extended to give TWA employees time to study the
proposal and to vote on it. The three employee groups within the
Machinists will conduct a strike authorization vote at the same time
they vote on the offer.

TWA said its proposal would bring all wages within 90 percent of the
airline industry average by July 2001. The union has remained
adamant in seeking a contract that will bring all employees to
industry standard. "Our negotiating committee feels there's more to
be gotten in a new contract," said Keith Nelson, president of
Machinists Local 1650 in Kansas City. "Our membership can't continue
to subsidize mismanagement at this company."

Local 1650 represents about 2,300 mechanics and related employees at
TWA's overhaul base in Kansas City. The union also represents
passenger service employees and flight attendants. "There certainly
isn't anything improved about TWA's offer," said Sherry Cooper,
union general chairwoman of the flight attendants unit. "It's an
insult to (the) intelligence of our ... members, especially the
flight attendants."

Nelson said meetings will be held at 58 TWA employee stations to
explain the proposal. A 30-day "cooling off" period is scheduled to
expire June 9 at 11:01 p.m., after which the union would be free to
strike. But Nelson said, "There's a very good chance that (the
strike deadline) will be postponed, although we don't like it."

After two bankruptcy reorganizations this decade, TWA has little
chance of surviving a systemwide strike, analysts said.
"The employees are walking a fine line here," said Bill DiBenedetto,  
associate editor of Commercial Aviation Report.

"If they do go on strike, that could really sink the company. TWA's
cash position isn't good enough to withstand a strike."
Union officials have said their financial analysts believe TWA can
afford to give more than it is offering. "TWA is poised to take off
and do something good, but they've got to get this contract done and
take care of their employees first," Nelson said.  Shares in TWA
closed Tuesday at 5 1/8, down Z\zn on the American Stock  
Exchange.


UNITED COMPANIES: Completes Sale of Retail Lending Platform
-----------------------------------------------------------
United Companies Financial Corporation (OTC: UCFNQ) announced today
that it has completed the sale of a substantial portion of the
Company's retail lending platform, UC Lending(R), to Aegis Mortgage
Corporation, a mortgage company based in Houston, Texas. The Company
previously announced on May 12, 1999 that the Bankruptcy Court in
which its reorganization proceedings are pending had approved the  
sale. Under the terms of the sale, Aegis paid $3 million plus
an additional  $7.3 million to cover the May, 1999 operating
expenses relating to 127 branch  offices and related retail lending
assets. Aegis also assumed the post-closing obligations under the
leases to the 127 branch offices and under the equipment leases,
auto leases and other contracts and agreements associated with  
operating these branch offices and the Baton Rouge home office
facilities of  the retail lending platform. In addition, Aegis
purchased all of the loans closed by UC Lending(R) during the month
of May. United Companies confirmed that the remaining 28 branches
have been closed.

"The completion of the sale of our retail lending platform to Aegis
will permit us to continue to focus on our $6.4 billion servicing
portfolio," said Deborah Hicks Midanek, Chief Executive Officer of
United Companies. "The Company is among the largest servicers in the
subprime industry and has a long history of handling these
specialized loans."

Separately, the Company indicated that it has been advised that its
common stock is now being quoted in the "over the counter" market
under the stock symbol "UCFNQ" and the Company's preferred stock is
now being quoted in that market under the symbol "UCFPQ".

United Companies is a specialty finance company that services non-
traditional consumer loan products. The Company has been in a
Chapter 11 reorganization since March 1, 1999.


VENCOR INC: Obtains Waiver On Credit Facility, Subject To Conditions
--------------------------------------------------------------------
Vencor, Inc. has announced that its senior bank lenders have granted
a further waiver, through July 30, 1999, of breaches by the company
of certain financial covenants under its bank credit agreement.
Under the waiver, the aggregate commitment in the revolving credit
portion of the agreement has been permanently reduced from $125
million to $80 million. During the waiver period, aggregate
borrowings under the revolver are limited to $55 million.  At the
close of business on May 27, 1999, there were approximately $16
million of outstanding borrowings under the revolver.

The waiver continues to set forth certain events which would
terminate the obligation of the senior lenders to fund the revolver,
including the failure to pay rent to Ventas, Inc. without the
consent of Ventas or the protection of injunctive relief granting a
stay of termination under the company's master leases.  In addition,
the obligation to fund will be frozen if the company pays, or if
Medicare recoups, reimbursement overpayments in excess of $10
million through the waiver period.  The acceleration of or any
action to collect the unpaid principal or interest on the company's
$300 million 9 7/8% guaranteed senior subordinated notes also will
terminate the obligation to fund the revolver.

Vencor is a long-term healthcare provider operating nursing centers,
hospitals and contract ancillary services in 46 states.


WET SEAL: Class A Common Stock On The Block
-------------------------------------------
Wet Seal Inc. is a specialty retailer of moderately priced,
fashionable, casual apparel designed for women with a young, active
lifestyle.  The company was incorporated on December 19, 1962 in
California and was reincorporated in Delaware on June 26, 1990.

The company is sending out a prospectus announcing the sale of
1,650,000 shares of Class A common stock.  The common stock offered
by this prospectus are being offered  by the  stockholders  of the
company  and Wet Seal will not receive any of the proceeds of the
sale.  For details you may access further information, on the
Internet, at http://www.sec.gov/cgi-bin/srch-edgar?0000921530-99-
000125 at no cost.


WILSHIRE CREDIT: Reviewed by Fitch IBCA
---------------------------------------                  
Fitch IBCA has announced that is has conducted a review of Wilshire
Credit Corp. (WCC) and has determined that the key management, mid-
management and general staff remaining is adequate for current
requirements and for reasonable increases in portfolio size. WCC  
has indicated its plans to maintain core levels of staffing in order
to position itself for acquisition of additional servicing after the
finalization of its restructuring. The review also confirmed that
core servicing staff in  the Portland servicing operation was not
substantially affected by the April bankruptcy filing of its
affiliate company Wilshire Financial Services Group  Inc (WFSG). The
sale of selected loan portfolios reduced WCC's overall servicing
portfolio resulting in a corresponding reduction of
servicing staff.

Fitch IBCA reviewed the ongoing collections and default management
functions within Wilshire's operations and has determined the
processes to be adequate  and consistent with pre-bankruptcy levels.
Throughout the reorganization, Wilshire has continued to address its
commitment to technology advances as evidenced by its recent
initiatives to install and test a newly acquired default management
system, upgrade its hardware, phone systems and voice response unit.

WCC's affiliate company WFSG filed a prepackaged Chapter 11
bankruptcy plan which was approved by the bankruptcy court on April
12 subject to final agreement of the reorganization by the
unofficial committee of WFSG 13% note holders, the Office of Thrift
Supervision, and WCC's primary lender. The final agreement is
expected to occur within the next few weeks. Although WCC
has  demonstrated that the bankruptcy has not significantly
disrupted their current  servicing operations, Fitch IBCA will
continue to monitor WCC's financial and  servicing capabilities.

                      *********

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

Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.

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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. 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.  
       
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