TCR_Public/990611.MBX      T R O U B L E D   C O M P A N Y   R E P O R T E R
          Friday, June 11, 1999, Vol. 3, No. 112


ALLION HEALTHCARE: Reorganization Slows Company's Financials
AMERICAN PAD & PAPER: New President Named To Creative Card
BENNETT FUNDING: Jury Reaches Partial Verdict
BOSTON CHICKEN: PWC Auditors Unsure Of Prior Accounting Methods
BRUNO'S: Summary of Debtor's Joint Plan of Reorganization

CITYSCAPE: Memorandum of Law In Support of Plan
DREAMLAND: Wakes Up To Bankruptcy
FACTORY CARD OUTLET: Investor Chez Raises His Stake
FRONTIER AIR: Rejoicing Over Good Year
GOLDEN BEAR: Needs To Resolve Paragon Unit

GOLDEN BOOKS: Amended Disclosure Statement
GRAHAM FIELD HEALTH: Accounting Investigation Shows More Losses
GZITIC: To Postpone Creditors' Meeting
HARNISCHFEGER: Case Summary & 20 Largest Creditors
HARNISCHFEGER: Tough Turnaround Ahead

JITNEY JUNGLE STORES: Second Lien On Assets Probable
JITNEY JUNGLE: Two Exeuctives Quit
LIVENT: Auction Tentatively Scheduled for July 7
LIVENT (US) INC: Canadian Imperial Bank Objects To Protocol
LOEWEN: Meeting of Creditors

LONG TERM CREDIT BANK: Former Execs Arrested in Japan
MAXIM GROUP: Change In Accounting System Delays Filing
MEDPARTNERS: Exiting From California
NATIONSWAY: Employees File Suit Against Owner
NATIONSWAY: McMorris Hit With Lawsuit For Back Wages

NATIONSWAY: Signs Deal With Consolidated Freightways
NYEC INC: Order Approving Disclosure Statement
OLD SOUTH BAR BQ: Bites The Dust
PAL: To Negotiate Debt Repayment Pact
PEOPLES CHOICE: Special Meeting To Consider Merger With Sprint

PITTSBURGH PENUINS: Judge Approves a 3rd Plan for Penguins
PLUMA INC: Forbearance Obtained In Default, But Time Is Short
TELECTRAC INC: Case Summary & 20 Largest Creditors
TRANS ENERGY: Working Capital Drained, Losses Mount For Company
TWA:  Workers Discuss Contract, Strike Options

UNITED COMPANIES: UC Lending Reports Restructuring Plan
XANTUS: Paid Its Own, But Not The Doctors
XATA CORP: Private Sale Of Preferred Stock/NASDAQ SmallCap Listed



ALLION HEALTHCARE: Reorganization Slows Company's Financials
Allion Healthcare Inc. has advised the SEC of its inability to
timely file first quarter 1999 financial statements as it is in
the process of finalizing that information.  The delay is said to
be partially a result of the company's recent reorganization
under Chapter 11 of the U.S. Bankruptcy Code. The company's plan
of reorganization was approved by the U.S. Bankruptcy Court for
the Western District of Texas on February 1, 1999.

For the quarterly period ended March 31, 1999, Allion anticipates
recognizing net sales of approximately $2.7 million, income from
operations of approximately $71.3 thousand and a net loss of
approximately $47.7 thousand.

AMERICAN PAD & PAPER: New President Named To Creative Card
On June 1, 1999, American Pad & Paper Company announced that it
had named Lee E. Meyer as President of its Creative Card
Division.  Mr. Meyer, 46, will be responsible for all operations
of the Creative Card Division, which is an industry leader in the
design and publishing of holiday greeting cards, all occasion
greeting cards, social and business announcements and pre-printed
papers for desktop publishing.  With over 20 years of industry
experience, Mr. Meyer's most recent position prior to joining
AP&P was President, of Current Inc. and PaperDirect Inc.,
a $225+ million  manufacturer and marketer of greeting cards and
papers.  Prior to that he held both executive and operational  
positions with Deluxe Corporation and Procter and Gamble. During
Mr. Meyer's tenure, Current Inc.'s revenues grew from $40 million
to over $225 million annually. American Pad & Paper expects Mr.
Meyer will help drive both immediate and long-term improvements
and expansion in its Creative Card business.  He will be based in  

During the first half of 2000, the company plans to consolidate
Creative Card's current multiple locations in Chicago into a
single location to further increase efficiencies and provide a
strong platform to expand Creative Card's market position.

American Pad & Paper Company is a leading  manufacturer  and
marketer of paper-based  office  products in North  America.  
Product offerings include envelopes, writing pads, file folders,
machine papers, greeting cards and other office products.  The
key operating divisions of the company are  Williamhouse, AMPAD,  
and  Creative  Card.  Company revenues in 1998 were $662 million.

BENNETT FUNDING: Jury Reaches Partial Verdict
Yesterday a federal jury said it has reached a partial verdict in
the fraud and money laundering case against former Bennett
Funding Group CFO Patrick Bennett, according to a newswire
report. The jury is expected to announce its verdict on 42 of the
53 counts this morning, and to continue deliberating on the
remaining 11 counts. Bennett is accused of securities, bank and
mail fraud, money laundering, obstruction of justice and other
charges in one of the largest Ponzi schemes ever. According to
prosecutors, Bennett turned an equipment leasing family business
into an operation that bilked more than 10,000 investors out of
about $700 million. Bennett Funding, Syracuse, N.Y., filed for
bankruptcy protection in 1996 after securities regulators filed
a lawsuit. (ABI 10-Jun-99)

BOSTON CHICKEN: PWC Auditors Unsure Of Prior Accounting Methods
Boston Chicken Inc. previously reported, in March of this year,
that its quarterly financial statements for first quarter 1999
would be delayed.  The company now indicates that the delay is
due to the company's independent auditors,
PricewaterhouseCoopers, LLP indicating that, absent
sufficient competent evidential matter to support both the
appropriateness of certain accounting methods and principles and
the reasonableness of certain assumptions used by prior
management in reporting certain estimates, PWC would likely be
unable to issue an opinion on the company's fiscal 1998 financial
statements.  At that time Boston Chicken expected that its 1997
year-end financial statements and possibly certain other
prior period financial statements would be re-audited and
restated. However, PWC has advised the company it will not issue
an opinion on the company's 1997 or other prior period financial
statements.  In addition, PWC has advised the company that
because it will not opine on the 1997 year-end balance sheet, it
also will not opine on the company's 1998 cash flow or income
statements, and is still in the process of auditing the
company's fiscal 1998 year-end balance sheet. The management of
Boston Chicken believes it could be materially misleading to
issue quarterly financial information prior to the completion of
the 1998 year-end balance sheet audit and, therefore, does not
expect to file its quarterly report on a timely basis.

The company expects its first quarter 1999 operating results to
reflect a net loss, which will include charges for Boston Market
store impairments.  In addition, the results of operations for
the first quarter of 1999 will not be comparable to the
respective quarter in 1998 due to the change in focus of the
Boston Market restaurant system from a franchise system to a
predominantly company-controlled system.

BRUNO'S: Summary of Debtor's Joint Plan of Reorganization
In support of their Joint Plan of Reorganization, the Debtors
present the Court with their Joint Disclosure Statement,
providing what they believe to be adequate information to permit
creditors to decide whether they should vote for or against the
Joint Plan.  

The Disclosure Statement explains that the Banks' Class 4 Claims
are projected to recover 59.5% of their claims, allowed by
stipulation in the amount of $462,154,419.  That recovery will be
in the form of 96% of the New Common Stock issued under the Joint
Plan.  Class 5 General Unsecured Creditors will receive 26% of
the Allowed Amount of their claims, in Cash.  The Subordinated
Noteholders, owed $421,121,590, take nothing under the
Joint Plan.  Old Equity Interests are canceled.  

The less-than-par recovery by the Bank Group reflects a
settlement of the Debtors' claims that the security interests
granted to the Banks in December 1997 -- less than 90 days prior
to the Petition Date -- constitute a preferential transfer
subject to avoidance under 11 U.S.C. Sec. 547.  The
Settlement reflects the Bank's release of its liens against
Bruno's, Inc., but not against any Subsidiary.  Entry of the
Confirmation Order will ratify the terms of this Settlement.  

By virtue of the equity distribution to holders of the Bank Debt,
the significant initial owners of New Bruno's will be:

          Oaktree Capital Management, LLC          13.75%
          Van Kampen American Capital PRIT         10.37%
          Angelo, Gordon & Co., L.P.               10.30%
          B-III Capital Partners, L.P.              9.99%
          Franklin Mutual Advisors Inc.             8.42%
          Daystar Special Situations Fund, L.P.     6.42%
          First Union National Bank                 6.27%
          Goldman Sachs Credit Partners L.P.        6.68%

For purposes of the Joint Plan, and based on advice rendered by
Wasserstein, Perella & Co., Inc., the Company is valued at
$351,000,000.  After distribution of $76,000,000 in Cash on or
shortly after the Effective Date, New Bruno's is valued at
$275,000,000.  That imputes a value of $11 per share to the New
Common Stock.

The Debtors observe that proofs of claim totaling $370,000,000
have been filed by creditors asserting General Unsecured Claims.  
The Debtors believe those claims, after eliminating duplicates,
will be allowed at approximately $135,000,000.  The 26%
distribution to a Class 5 creditor will be made, by
ordinary check, in one payment on the earliest of (i) the
Effective Date or as soon thereafter as practicable and (ii) the
25th day following the last day of the month during which a
Disputed Claim is transformed into an Allowed Claim.  

Addressing HSBC's wailing about the LBO-related transactions, the
Debtors relate in their Disclosure Statement that they have
investigated KKR's 1995 leveraged recapitalization of the
business under (i) 11 U.S.C. Sec. 548 and (ii) the Alabama
Uniform Fraudulent Transfer Act.  The Debtors are convinced that
no Leveraged Recapitalization Avoidance Claims are viable.  The
Debtors point out to creditors that 88% of the claims against the
Debtors' estates are held by entities who financed the LBO.  

The Debtors assert that the Joint Plan is feasible and
confirmation is not likely to be followed by a liquidation or the
need for further reorganization.  

The Debtors supplied creditors with their projected financial
statements of operations through 2002:

The debtors predict Net Sales to climb from $926,500  for August,
1999 to $1,665,256 by February, 2002.  And for net income to
climb from a loss of $50,972 in August, 1999 to $20,390 by
February 2002. (Amounts in thousands)

The Debtors assert that the Joint Plan complies with the Best
Interests Test because it distributes greater value to creditors
than they would receive in a liquidation under chapter 7.  In a
chapter 7 liquidation, the Debtors estimate that their assets
would be reduced to a $318,150,000 to and $399,133,000 pile of
cash.  That cash would pay Trustee fees, Severance
Claims, Wind-Down Expenses, Professional Fees, Reclamation
Claims, Post-Petition Accounts Payable, and Accrued Post-Petition
Liabilities in full, and $154,208,000 to $241,398,000 would
remain.  $129,225,000 to $202,289,000 would pay a 28% to 44%
dividend to the Bank Group, resulting in a projected recovery by
General Unsecured Creditors (excluding the Subordinated
Noteholders) of 15% to 23%.

To the extent that trade creditors enter into written agreements
with New Bruno's agreeing to continue to provide the same credit
terms and credit limits provided to their most favored customers,
New Bruno's will grant a trade lien, junior to any lien granted
to the Lenders under the Exit Financing Facility, for one year
following the Effective Date.  (Bruno's Bankruptcy News Issue 20;
Bankruptcy Creditors' Service)

CITYSCAPE: Memorandum of Law In Support of Plan
At a hearing on April 27, 1999, the court approved the Disclosure
Statement of Cityscape Financial Corp. and Cityscape Corp.  A
hearing is scheduled for June 9, 1999 to consider confirmation of
the plan.

Cityscape is a consumer finance company that, through its wholly-
owned subsidiary CSC, a New York corporation, engages in the
business of originating, purchasing, selling and servicing
mortgage loans secured primarily by one to four family
residences.  At present, the debtors have suspended indefinitely
their loan origination and purchase activities.  The majority of
the debtors' loans are made to owners of single family residences
who use the loan proceeds for such purposes as debt
consolidation, financing of home improvements and educational
expenditures, among others.  As of the date the debtors filed
their case, the direct indebtedness of the debtors exceeded $605

Estimated recovery of general unsecured claims and small
unsecured claims is 16.6%.  Recovery of Senior Note Claims and
Small senior note claims is estimated at 22.1% and recovery of
subordinated debenture claims and small subordinated debenture
claims is estimated at 3.2%.  The debtors contemplate substantive
consolidation of the debtors, and a reorganized Cityscape with
net assets with an approximate carrying value of $79 million on
the Effective Date.  The debtor elucidates how the plan will be
carried out, and how the plan conforms to the requirements of the
Bankruptcy Code.

The debtors received overwhelming acceptances from each impaired
class of creditors that were solicited.

DREAMLAND: Wakes Up To Bankruptcy
The Cincinnati Enquirer reports on May 29, 1999 that Dreamland
Bedroom Galleries Inc. this week filed  for Chapter 11 bankruptcy  
protection. The West Chester bedtime supplier turned to Chapter
11 Tuesday in Cincinnati. It listed assets of $675,000 and debt
of $1.44 million. Dreamland operates five stores in Greater
Cincinnati and three in Dayton. Stores are in Eastgate, Western
Hills, Colerain, Fairfield and Florence.   

FACTORY CARD OUTLET: Investor Chez Raises His Stake
The Chicago Sun Times reports on June 5, 1999 that investor
Ronald Chez raised his stake in the bankrupt Factory Card Outlet
Corp. to 13.7 percent from 5.7 percent of common shares
outstanding. Chez purchased 609,200 common shares at 5 cents each
from Wellington Management Co. LLP in a private transaction on
June 3, according to a Schedule 13D filed with the Securities and
Exchange Commission. He now holds a total of 1.03 million  
shares. Factory Card Outlet, based in Naperville, is a chain of
company-owned stores that offer party supplies, greeting cards
and gift wrap at discount prices. The company filed for
bankruptcy protection in March.

FRONTIER AIR: Rejoicing Over Good Year
The Rocky Mountain News reports on June 3, 1999 that Frontier
Airlines President, Sam Addoms handed employees bonus checks
ranging from $25 to $1,000 Wednesday as the Denver-based carrier
reported its first profitable fiscal year.

With four straight profitable quarters, Frontier earned $30
million or $1.98 million, including a one-time tax benefit of
$5.5 million. The record profit came on the heels of a record
$17.7 million loss last year and fears that the struggling
upstart would not survive. "To say we are pleased with our fourth
quarter and year-end results would be an immense understatement,"
Addoms said, thanking "the many employees who stayed the course,
despite the odds being stacked against us."

The airline's last quarter was its most profitable, with net
earnings of $17.8 million or $1 per diluted share. Excluding a
one- time tax benefit of $5.5 million, the fourth-quarter profit
was $12.3 million or 69 cents per share.

Without the cut-throat competition of discount rival Western
Pacific, Frontier has been able to raise its average fare to
$131, compared to $105 in the first quarter of 1998. Western
Pacific closed Feb. 4, 1998, after four months in Chapter 11

Now, as the airline nears its fifth birthday July 1, Frontier's
stock is soaring at levels that seemed unimaginable a year ago.
From a 52-week-low of $3 per share Aug. 31, 1998, the stock hit a
record $16.75 on the Nasdaq exchange Wednesday.

Operating revenues increased nearly 50 percent to $220.6 million
for fiscal 1999 while operating expenses rose 18.2 percent on a
27 percent increase in seating capacity.  Frontier's load factor,
or percentage of seats filled, climbed only 1.8 percentage points
in the first quarter. But the break-even load factor, the  
percentage needed to begin making a profit, dropped to 46.3
percent from 60 percent from a year ago. Research analyst Dave
Lavigne at EBI Securities in Denver reiterated his strong buy
recommendation on Frontier shares.

GOLDEN BEAR: Needs To Resolve Paragon Unit
Golden Bear Golf Inc. has reiterated in its latest filing with
the Securities and Exchange Commission that it must resolve
issues surrounding its Paragon Construction International Inc.
unit or jeopardize the company's ability to operate as a going
concern. "Primarily as a result of losses and costs previously
incurred by the company's Paragon subsidiary, the company has
incurred operating losses which have resulted in a shareholders'
deficit of approximately $17.4 million and a working capital
deficiency of approximately $17.3 million at March 31, 1999,"
according to paperwork filed with the SEC. The company plans to
discontinue its construction operations and reduce ongoing
expenses while also negotiating with certain project owners to
minimize related costs. (The Daily Bankruptcy Review and ABI
Copyright c June 10, 1999)

GOLDEN BOOKS: Amended Disclosure Statement
The plan of reorganization of Golden Books Family Entertainment
Inc. and its affiliates effectuates a restructuring of the
debtors' pre-petition indebtedness and operations.  The plan
provides for the exchange of Old Senior Notes for a combination
of New Senior Notes and New Parent Common Stock.  The plan also
provides for the exchange of TOPS Certificates for shares of New
Parent Common Stock.  Holders of General Unsecured Claims will
either be reinstated, paid in full or otherwise rendered

Class 1 - Priority Claims
Class 2 - General Secured Claims
Class 3 - Old Senior Note Claims
Class 4 - GPH Claims
Class 5 - TOPS Claims
Class 6 - General Unsecured Claims
Class 7 - Debt Securities Recission or Damage Claims
Class 8 - Old Preferred Stock Interests
Class 9 - Old Common Stock Interests
Class 10 - Equity Interest Recission or Damage Claims
Class 11 - Subsidiary Equity Interests

Classes 3,4,5,7,8,9,10 are impaired.

GRAHAM FIELD HEALTH: Accounting Investigation Shows More Losses
Graham-Field Health Products, Inc. is a manufacturer and
distributor of healthcare products targeting the home healthcare,
medical/surgical, rehabilitation and long-term care markets in
North America, Europe, Central and South America, and Asia.  The
company has incurred significant losses in each of the three
years in the period ended December 31, 1998 and in the first
quarter of 1999. These losses are said by the company to have
arisen as a result of a significant amount of merger,
restructuring and other expenses related to acquisitions
completed in 1996 and 1997, the failure of the company to
integrate effectively these acquisitions and realize the benefits
and synergies to be derived therefrom, and the impact of intense
competition within the healthcare industry.

In March 1999, Graham Field reported that an investigation
conducted by the company's audit committee, with the assistance
of Rogers & Wells LLP, had found certain accounting errors and
irregularities with respect to the company's financial results
for 1996 and 1997. Based on the results of the investigation, the
company has restated its financial results for 1996 and 1997.  
The restated net loss for the years ended December 31, 1997 and
1996 were $26,417,000 and $13,574,000, respectively, as compared
to the originally reported net loss for the years ended December
31, 1997 and 1996 of $22,893,000 and $12,609,000, respectively.
In addition, the restated operating revenues for the years ended
December 31, 1997 and 1996 were $261,672,000 and $142,711,000,
respectively, as compared to originally reported operating
revenues for December 31, 1997 and 1996 of $261,981,000 and
$143,083,000, respectively.

Operating revenues were $378,840,000 for the year ended December
31, 1998, representing an increase of 45% from the prior year.
Net loss for the year ended December 31, 1998 was $48,992,000, as
compared to $26,417,000 for the prior year.  For the first
quarter 1999 the company reported revenues of $85,456,000 and a
net loss of $7,404,000.  During the same period last year
revenues were $98,308,000 and losses were $1,684,000.

GZITIC: To Postpone Creditors' Meeting
The South China Morning Post reports on June 8, 1999 that  
financially-troubled Guangzhou International Trust and Investment
Corp (Gzitic) is to postpone its meeting with creditors scheduled
for today until it decides on a preliminary restructuring plan.

The company told the High Court in April that a preliminary
restructuring plan and financial review report should be ready by
today as it sought to adjourn a hearing on the winding-up
petition of its Hong Kong arm, Guangzhou  Finance.

Gzitic deputy general manager Guan Yibo said yesterday the
company's financial adviser PricewaterhouseCoopers had submitted
the report for the company and its owner Guangzhou municipal
government to study.  The company was reviewing several
restructuring options with relevant senior government officials,
he said.

It had taken advice from PricewaterhouseCoopers that it would be
entirely more appropriate to provide to creditors the review
report together with the potential restructuring scenarios.
An announcement would be made in two weeks about a revised date
for the creditors' meeting, Mr Guan said. Gzitic is thought
unlikely to seek another adjournment to the court hearing now
scheduled for June 21.  Gzitic owed domestic and overseas
creditors about US$2.45 billion.

Meanwhile, the steering committee of creditor banks of Fujian
Enterprises  (Holdings) is to meet with Fujian vice-governor Cao
Degan in Shenzhen today. It is understood the banks want to keep
a close dialogue with the Fujian provincial government before a
preliminary restructuring proposal for its SAR investment arm is
compiled by September.

Elsewhere, the steering committee of financial creditors of
Guangdong Enterprises (Holdings) met with the Hong Kong Monetary
Authority to exchange views on its $5.59 billion liabilities
restructuring plan.

HARNISCHFEGER: Case Summary & 20 Largest Creditors
Debtor: Harnischfeger Industries Inc.
        3600 South Lake Drive
        St. Francis, Wisconsin

Type of Business: A global company with business segments
involved in the life-cycle management of equipment, underground
mining, surface mining and pulp and papermaking.
Court: District of Delaware

Case No.: 99-2171    Filed: 06/07/99    Chapter: 11

Debtor's Counsel:  
Laura Davis Jones
Young Conaway Stargatt Taylor
Rodney Square North Wilmington, DE 19801

James H.M. Sprayregen, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601

Total Assets:            $2,875,629
Total Liabilities:       $2,276,059
No. of shares of common stock         51,668,939  

20 Largest Unsecured Creditors:

   Name                                 Nature           Amount
   ----                                 ------           ------
The Chase Manhattan Bank, as agent      Revolver         $500M
U.S. Bank Trust, as Trustee   Debt Under Indenture       $450M
Nationwide Life Insurance Co. Series A &C Noteholder     $33.5M
AG Capital Funding Partners  Series A & B Noteholder     $10M
Trilinks Investment Trust    Series D Noteholder         $7.5M
Blue Ridge Investments               Put Option          $5.4M
Life Insurance Co.
of the Southwest             Series D Notheholder        $2.9M
Blazeman & Company           Series D Noteholder         $1.8M
Hare & Company               Series B Noteholder         $1.5M
Federated Life Ins. Co.      Series D Noteholder         $727,272
King & Spalding                       Trade debt         $385,274
Minn. Mutual Life Ins. Co.   Series D Noteholder         $363,636
Mutual Trust Life Ins. Co.   Series D Noteholder         $363,636
National Travelers Life Ins. Series D Noteholder         $363,636
Texas Life Insurance Co.     Series D Noteholder         $363,636
Arthur Andersen LLP              Trade Debt              $206,190
Towers Perrin                    Trade Debt              $203,149
American Appraisal Associates    Trade Debt              $119,743
Michael Best & Friedrich         Trade Debt              $116,426
Cigna                            Trade Debt              $105,759
Wausau Insurance Companies       Trade Debt              $104,858
MIMLIC Funding, Inc.             Series D Noteholder      $72,727
Gulfstream                       Trade Debt               $72,484
Moody's Investors Service        Trade Debt               $38,000

HARNISCHFEGER: Tough Turnaround Ahead
Milwaukee Sentinel & Journal reports on June 6, 1999 that the   
new top management of Harnischfeger Industries faces the
difficult task of turning around a massive organization perched
on shaky ground.

In the case of St. Francis-based Harnischfeger, that open pit is
the bankruptcy courts, a tricky proposition in the best of
circumstances and a deadly one in the worst. As the rust belt has
become more shiny in recent years, Milwaukee has seen examples
all along the bankruptcy spectrum.

Harnischfeger has reached its present situation through a string
of events much different than those that brought down Allis-
Chalmers, Bucyrus or Bergner. Harnischfeger's first problem was a
failed attempt at a hostile takeover of the old Giddings & Lewis
Corp. That fight diverted management's attention just when the
markets in Harnischfeger's core businesses, mining and
papermaking equipment, were turning down.

Then the Asian financial crisis hit. One of the most visible
local casualties was the Beloit Corp., the Harnischfeger
subsidiary that produces papermaking machines.

Beloit had an almost $300 million contract for custom-built
machines for Asia Pulp & Paper Co. Ltd., an Indonesian company.
When the crisis hit, AP&P backed out of the contract, but only
after Beloit had invested in building the equipment. That has
caused a considerable cash drain for Harnischfeger,  
finally resulting  in an $87 million write-down last month.

As the price of Harnischfeger stock fell, an aggressive
investment group associated with the Bass Brothers of Texas began
to accumulate a position. The Bass interest pressured management
to make fundamental changes in the corporate structure, a process
that eventually led to the resignation of Harnischfeger Chairman
and Chief Executive Officer Jeffery T. Grade last month.

Robert B. Hoffman and John Nils Hanson, Grade's successors as
chairman and CEO, respectively, are working to deal with the
situation. They have a difficult task. In announcing quarterly
earnings Tuesday, the company said it "continues to
seek needed liquidity and is exploring all options," adding,
ominously, "no assurances can be given that appropriate financing
can be arranged."  One option might be to borrow money from the
Bass interests to refinance debt. That would strengthen the
Basses' interest should Harnischfeger fall into the pit of
bankruptcy where, while many things are unpredictable, one
thing is sure creditors walk away with much more of a company's
assets than do stockholders.

JITNEY JUNGLE STORES: Second Lien On Assets Probable
For Jitney Jungle Stores net sales decreased to $460.0 million in
the twelve week period ended March 27, 1999 compared to the
corresponding period ended March 28, 1998 of $474.2 million.  In
September 1997, the company acquired the majority of the common
stock of Delchamps, Inc.  Jitney indicates that the net sales
decrease was primarily attributable to closing 23 stores (17 of
which were closed during the first quarter of the prior year in
connection with the Delchamps acquisition, including 10 stores
which were required to be sold by the Federal Trade Commission).
On the net sales shown the company incurred a first quarter 1999
loss of $9.9 million as compared to its 1998 first quarter loss
of $16.3 million.

To enable the company to continue to fulfill its working capital
needs and to implement its capital expenditure program, Jitney
and its subsidiaries are currently arranging a $35,000,000
supplemental secured credit facility which will be secured by a
second lien on substantially all of the company's and its
subsidiaries' assets.  The new facility will be further
supported by the guaranty of Bruckmann, Rosser,
Sherrill & Co., L.P., the company's principal shareholder.  
Completion of arrangements for the new facility is subject to
completion of documentation acceptable to the lenders under the
new facility and the company, to the consent of the company's
existing secured lenders and to other customary conditions
attendant to the extension of a secured credit facility.

JITNEY JUNGLE: Two Exeuctives Quit
The Advocate Baton Rouge reports on June 9, 1999 that
Jitney-Jungle Stores of America Inc., which operates  
Delchamps Food Stores and other retail operations, announced
Tuesday that Chief Executive Officer Michael E. Julian resigned
to "address personal matters.  "Chief Financial Officer Richard
D. Coleman also resigned "to devote more time to his family.  
"The company, burdened with more than $545 million  debt, said
last month that it is seeking a buyer in an effort to cope with
its debt and intense competition from other grocery chains.

Ronald E. Johnson, currently president and chief operating
officer of the company, replaces Julian as chief executive
officer. David R. Black, currently senior vice president of
finance, has been reappointed as chief financial officer, a
position he held from May 1996 through January.

Roger P. Friou, a member of Jitney-Jungle's board and president
from March 1996 to May 1997, was named a consultant to the

LIVENT: Auction Tentatively Scheduled for July 7
An auction is likely to be held July 7 in a New York bankruptcy
court to sell the assets of bankrupt Broadway producer Livent
Inc., according to a newswire report. The court has approved a
proposed order for the auction but has not yet signed it,
although Toronto-based Livent expects the auction will be held
July 7. New York-based SFX Entertainment Inc. agreed last week to
buy most of the assets for up to $115 million; the auction will
provide the opportunity for other bidders to come forward. A
competitive bid must be at least $5 million higher than the $115
million SFX has offered. If SFX's bid is topped at the auction,
Livent will pay the company a $2.25 million break-up fee. Livent
filed for bankruptcy protection in November in both the United
States and Canada. (ABI 10-Jun-99)

LIVENT (US) INC: Canadian Imperial Bank Objects To Protocol
The Canadian Imperial Bank of Commerce objects to the motion of
the debtors, Livent (U.S.), Inc. et al., seeking approval and
implementation of cross-border protocol.  The Bank objects in
that Livent's protocol assigns exclusive jurisdiction for dealing
with creditor claims to a particular forum on the basis of a
single criterion, namely, a forum's personal jurisdiction over
the creditor.  The Protocol deprives creditors of access to the
Canadian and US Courts, without regard to an application of the
forum non conveniens test.  It is therefore contrary to private
international law principles applicable in Canada and the US
governing the determination of appropriate forum and comity
between courts.

The Bank also objects to the Protocol requiring the adjudicating
forum to apply its own substantive laws in determining the
amount, value, allowability, and priority of claims filed,
including a creditor's right to collateral and set-off.  It is
contrary to the principles of private international law
applicable in Canada and the US governing the choice of
substantive law.

LOEWEN: Meeting of Creditors
The United States Trustee for Region III has scheduled an
organizational meeting for the purpose of forming one or more
official committees of the Debtors' creditors.  That meeting will
be held in Wilmington at the Wyndham Garden Hotel located at 7th
and King Streets, at 9:30 a.m., on Friday, June 11, 1999.  John
"Jack" McLaughlin, Esq., is the attorney for the U.S. Trustee in
charge of Loewen's chapter 11 cases.  Contact the Office of the
U.S. Trustee at 215-597-4411 for additional details.

LONG TERM CREDIT BANK: Former Execs Arrested in Japan
Investigators arrested three former executives of a failed
Japanese bank today and searched the company's headquarter
for evidence of concealed bad loans and illegal dividend

Katsunobu Onogi, 63, former president of the Long-Term Credit
Bank of Japan Ltd., was arrested after investigators raided his
Tokyo home. Former vice presidents Yoshiharu Suzuki, 62, and
Masami Suda, 59, were also apprehended.

The arrests came after prosecutors, metropolitan police and
securities and exchange officials swarmed into the bank's Tokyo
head office and affiliated companies in search of evidence.

"We will fully comply with the searches," LTCB said in a

LTCB, once one of Japan's most prominent banks, was nationalized
last year after being declared insolvent. Prosecutors reportedly
summoned former top executives recently for questioning.

The three executives arrested today are suspected of telling
employees to falsify the bank's securities reports to cover up
the actual amount of its bad loans.

Onogi is reportedly accused of "forcing" other bank directors to
consent to paying dividends totaling $58.7 million for fiscal
1997, although the bank had in fact suffered large losses.

To pay the dividends, the executives allegedly approved a scheme
to make losses appear smaller than they actually were. LTCB
became the first Japanese bank nationalized since the end of
World War II after authorities determined that its liabilities
exceeded its assets by about $2.81 billion.

Current management has filed a criminal complaint with police and
prosecutors accusing former executives of engaging in illegal
business practices. LTCB was founded in 1952. Onogi, who assumed
the presidency in April 1995, resigned in September to take
responsibility for the bank's failing business.

MAXIM GROUP: Change In Accounting System Delays Filing
Maxim Group Inc. has failed to filed the annual report for the
year ended January 31, 1999 with the SEC due to what the company
describes as recent changes in its financial accounting systems,
compounded by a high level of activity during the year ended
January 31, 1999, including the acquisition of the retail store
assets of Shaw Industries, Inc., the sale of the company's
manufacturing operations and the negotiation of new credit

Maxim expects to report a substantial increase in revenues for
the year ended January 31, 1999 over revenues of $365.1 million
for the year ended January 31, 1998.  The company, however,
expects to report a net loss for fiscal 1999 as compared to net
income of $15.4 million for fiscal 1998. The fiscal 1999 revenue
increase resulted principally from acquisition of the retail
store assets of Shaw Industries, Inc. during the period. The
fiscal 1999 net loss will include approximately $26 million of
non-recurring charges resulting from a change in the  company's
business strategy. Definitive results of operations are not yet
available, as the fiscal 1999 audit has not been completed.

MEDPARTNERS: Exiting From California
MedPartners Inc. will continue to provide medical care for its
1.3 million enrollees in California as it withdraws its
financially troubled operations from the state under a settlement
reached with officials Wednesday.

The agreement worked out with the state Department of
Corporations also settles litigation between MedPartners and the
state just three months after state regulators seized control of
the company's California subsidiary, MedPartners Provider
Network, forcing it to declare bankruptcy.

The network is a middleman between health maintenance
organizations and providers such as hospitals and physician
groups. The subsidiary, one of the largest health care providers
in California, manages business affairs for 117 clinics and more
than 1,000 doctors.

Terms of the agreement must still be approved in U.S. Bankruptcy
Court and state Superior Court.

The state had been afraid the company would leave the state
without paying its bills and leave more than 1 million enrollees
shopping for new doctors. The state took over the network after
declaring the company's cash reserves depleted, prompting
MedPartners to accuse the state of exceeding its authority.

Birmingham, Ala.-based MedPartners, faced with falling prices for
shares of its stock and doctor discontent, said in November that
it was quitting the physician management business. The company
planned this year to sell or spin off 238 physician clinics and
more than 13,000 affiliated doctors in 42 states.

MedPartners also agreed to be responsible for valid debts and
claims against its California subsidiary and to transfer
enrollees to other physician-care companies in California.

The company agreed that its clinics to be sold to "financially
viable" third parties. State officials said they prefer that the
clinics be sold to California-based companies.     

NATIONSWAY: Employees File Suit Against Owner
Some 60 former employees of NationsWay Transport Service Inc.,
which filed for chapter 11 protection on May 20, have filed a
lawsuit against company owner Jerry McMorris and other
top officers to recover more than $5 million in unpaid wages, The
Denver Post reported. The wage claim is on behalf of all the
company's employees, but the chapter 11 filing put about 3,500
employees out of work. The suit, filed Monday in Denver, asks the
court to declare it a class action on behalf of the 60 employees
and all "other similarly situated plaintiffs." According to
Colorado law, corporate officers are individually liable for the
wages of unpaid employees, said one of the lawyers filing the
suit. Attorneys for McMorris may argue the claims should be
consolidated in the Arizona bankruptcy court where NationsWay's
chapter 11 was filed. Bankruptcy Judge Sarah Curley has ruled
that money from the estate of the company can be used to move
freight left idle when the company shut down and that the company
may pay workers' wages. An attorney for the plaintiffs said,
however, that few workers have received the money owed to them.
Separately, the trucking company filed a document Monday
proposing an extension of an agreement between NationsWay and its
lenders that would allow the company to continue wrapping up its
affairs. The document cited a balance of $3.7 million in the cash
collateral budge for such activities.(ABI 10-Jun-99)

NATIONSWAY: McMorris Hit With Lawsuit For Back Wages
The Denver Post reports on June 8, 1999 that about 60 former
employees of NationsWay Transport Service Inc. filed suit in
Denver District Court on Monday against company owner Jerry
McMorris and other top officers of the trucking company in an
effort to recover more than $5 million in unpaid wages.

NationsWay filed for Chapter 11 bankruptcy on May 20 in Phoenix -
a move that left about 3,500 employees of the Colorado-based
trucking firm out of work. The $5 million wage claim is on behalf
of all the company's employees. Most workers estimated after the
bankruptcy filing that they were owed at least two weeks pay plus
accrued vacation pay. 1,000 in Denver area

Approximately 1,000 of them worked in the Denver area and lawyers
for the workers said that group is owed about $2 million. The
balance of the NationsWay workers who lost their jobs were based
at the trucking company's other hubs around the country.

The suit filed late Monday afternoon asked the court to declare
it a class action on behalf of the 60 employees "and all other
similarly situated" plaintiffs. The lawsuit said the failure of
NationsWay's executives to ensure payment of wages to the
company's workers "was without a good faith legal justification"  
and therefore entitled "class members to a 50 percent penalty" as
well.  The suit listed five other NationsWay executives, besides
McMorris, as  defendants. They are Harold Roth, George Roberge,
James Feehan, Mike Hampton and Lester Smith. The company was not
listed as a defendant.

Roth was executive vice president, chief financial officer and
secretary of NationsWay; Roberge and Feehan were senior vice
presidents; Hampton was vice president of marketing; and Smith
was vice president of information services, according to a
document cited by attorneys for the workers.  Colorado law holds
that corporate officers are individually liable for the  wages of
unpaid employees, said Evan Lipstein, one of the lawyers filing
the suit. McMorris said he would not comment on the lawsuit.
Feehan also had no comment. The Denver Post could not reach other
executives named in the suit.

It is possible that lawyers for McMorris and the other executives
will argue that all legal claims should be consolidated in the
Arizona bankruptcy court. The bankruptcy court in Phoenix has
said money from the estate of the defunct trucking company can be
used to move freight that was left idle by NationsWay's shutdown.
Lipstein said U.S. Bankruptcy Judge Sarah Curley also ruled that
NationsWay may pay workers' wages, but he added that very few
workers have received any of the money due them. NationsWay was
able to convince some employees to continue working after the
bankruptcy to assist in moving stranded freight, and lawyers say
those employees were guaranteed wages for that work. Also on
Monday, attorneys for NationsWay submitted a document to the
Arizona bankruptcy court that proposes to extend an agreement
between the trucking company and its chief lenders that allows
NationsWay to continue to wrap up its  business affairs.

The document cited a balance of $3.7 million in the so-called
"cash collateral" budget for such activities. The budget included
payment of $650,000 in wages and related disbursements  
for the period May 20 through June 4.

NATIONSWAY: Signs Deal With Consolidated Freightways
The Denver Post reports on June 5, 1999 that Nations-Way
Transport Service Inc., the bankrupt trucking company, has signed
a deal with Consolidated Freightways Corp. that calls for
Consolidated to deliver to NationsWay's customers 200 trailers
loaded with freight that never reached their destinations after
the Commerce City company's May 20 bankruptcy. An order approving
the delivery agreement between NationsWay and Consolidated
Freightways was signed by a U.S. bankruptcy judge in Phoenix on

NYEC INC: Order Approving Disclosure Statement
On April 21, 1999, the court approved the Disclosure Statement of
the debtor, NYEC Inc., f/k/a The Wiz, Inc., et al. and Namron
Construction Inc.

The plan provides for the sale or other disposition of the
debtors' assets for the purpose of satisfying allowed claims.  
The plan contemplates distribution of the net proceeds from such
liquidation in accordance with the priorities established by the
Bankruptcy Code.  The Allowed Administrative claims will be paid
in full.  The plan proponents anticipate that the allowed
priority tax claims and allowed priority non-tax claims will be
paid in full and in accordance with the priorities established by
the Bankruptcy Code.  Allowed unsecured claims will be paid, to
the extent funds are available.  It is projected that a total of
approximately $0 to $7 million will be available for distribution
in respect of NYEC Unsecured Claims. No distribution will be made
in respect of allowed claims against Namron or allowed equity
interests.  For the most part, the secured claims of Congress,
Paragon/B III and Sanwa have been liquidated and allowed pursuant
to prior orders of the Bankruptcy Court.

Based upon the total amount of claims as filed, the projected
aggregate distribution translates into a distribution of from 0
to 3.5% of the unsecured claims against NYEC.

OLD SOUTH BAR BQ: Bites The Dust
Palm Beach Post reports on June 7, 1999 that old highway signs
start at Palmdale, set in the endless green cane fields beneath a
vast sky along U.S. 27. The letters are falling out of them  
with age, like lost teeth:

   BOY THAT TH (missing letters)

The signs lead nowhere now. You pull into Clewiston, "America's
Sweetest Town" - so called because of the sugar industry here -
and ride down Sugarland Avenue, to the red, empty hulk of the Old
South Barbecue Ranch and its empty parking lot, closed several
weeks ago, bankrupt under a burden of nearly half a million
dollars' debt. "CLOSED. FOR LEASE," say the spray-painted words
on the picture windows, and  a kind of menu is painted on the

A massive plaster cow has toppled over in front of a life-sized
undertaker back in a replica Boot Hill cemetery at one corner of
the parking lot. A crumbling, broken-snouted alligator statue
bakes in the sun.  Not a hushpuppy crumb remains, not a catfish's
backbone, not a single pork rib, of all the sizzling, savory
platefuls of food that passed through the flames of the Old
South's pit barbecue wood fires - four big rusting chimneys  
rise from the rear of the restaurant still.  Over 40 years' worth
of meals were toted into the crowded dining rooms here,
by waitresses wearing cowboy hats, boots and toy six- shooters.
People from all over America came to gobble the viands up.

"Red Skelton dined with us several times, wearing his white
cotton gloves," remembered Carroll Benson, 82, owner of the Old
South in its heyday. "Lawrence Welk and his Royal Canadians
stopped in. William Shatner of Star Trek ate here, when he was
making his sugar promotional film for U.S. Sugar. Mel Tillis came  
frequently, but that hardly counts, because he lived in Pahokee
right next door. "We had the contestants for the Miss Universe
pageant dine with us several years, on their way to and from

Those were the days. The Old South won Florida Trend magazine's
Golden Spoon Award and was mentioned favorably in the Mobil
Travel Guide as one of Florida's premier restaurants.  Benson, a
Maryland hotelier, bought the Old South from its founder, Jim  
McCorvey, in 1960 when it was 4 years old. Ironically the place
was bankrupt then, as it is now. Benson built it up into a
barbecue heaven, one of the most famous restaurants in south
central Florida.

At its height, in the 1960s through the 1980s, up to half a
million people a year used to eat here, wolfing down famous
"plates," such as spare ribs for $6.45 (this was in 1989, mind
you); chicken at $5.80, sliced pork at $6.45, sliced beef ditto.
Each plate with side orders of homemade barbecue beans, or  
french fries, plus garlic toast and cole slaw. The shrimp plate
was $7.95.

Sandwiches were even cheaper. In 1989, a barbecue pork sandwich
cost $2.30, the same for beef. A fish filet sandwich was $2.10, a
hamburger $2.85 and a cheeseburger $3.

One of the most beloved desserts was a root beer float made with
homemade ice cream, for $1.60. But the grandest plate of all was
the catfish and hushpuppies plate at $6.95, with a senior
citizens' discount at $4.20. The catfish came from Lake  
Okeechobee, only a mile or two away. "They all came right out of
the lake," Benson remembered. "We wouldn't buy them if they were
over 6 inches long. We bought them fresh three or four times  
a week."

"I used to love it," fondly recalled Joe McCrary, a Thomaston,
Ga., native who is now director of the Clewiston Museum. "I'd go
down there for lunch and order a pound of catfish - the little
ones, the ones that fry up so crisp, we call them `sharpies' -
and a mug of beer. And man, I tell you . . ." he trailed
off, lost in memories of lunches past. "You'd like this place,
Art," write Frances and Clarence of Elkhart, Ind., on a March 19,
1966, postcard of the Old South Barbecue kept in the Clewiston  
Library. "We are enjoying a tour of Florida. We went down the
west coast and are on the way north from Miami. It's a beautiful

While Confederate flags fluttered over the roof, and a life-sized
Aunt Jemima mannequin greeted diners in the parking lot, the
actual food was prepared under the supervision of a black woman,
Janie May Watson. The "secret" barbecue sauce sold in bottles at
the restaurant was Watson's recipe. "Janie May Watson was an
extraordinary woman and a terrific cook," Benson recalled.
"Without her, there would have been no Old South Barbecue. She
worked there for 30 years. She was there when I came there, and
she was there when I left. She was wonderful."

In mid-October 1978, disaster struck. The restaurant barbecued
itself. The disastrous early morning fire apparently began with
an electrical short behind the juke box. It took two hours to
extinguish the blaze, and damages came to $200,000. Several
firefighters got pricked by cactus needles trying to put out the
flames, the Oct. 18, 1978, issue of the Clewiston News reported.
After the fire, Benson rebuilt the Old South and refurbished it
with even more antiques. He kept it up another eight years,
working 14-hour days. He finally sold it to Clewiston Mayor W.H.
McDuffie, who in turn sold it to Anthony Pepe in 1994.

Pepe struggled manfully to build the Old South up again, but a
highway-widening project on U.S. 27 steered traffic away from the
restaurant and made it difficult for customers to get into the
place. Pepe mortgaged the Old South for $480,000 to the First
Bank of Clewiston in 1995. The monthly payments were $4,182.03, a
punishing amount, given the dwindling head-count in the dining
rooms.  When Pepe fell behind on his payments last January, the
bank moved to foreclose on the property. Pepe tried to fight
back, but his position was hopeless. A sheriff's auction was  
held on March 20 and netted just $8,934. A final hearing is
scheduled for July 21 at 3 p.m. in the Hendry County courthouse
in LaBelle.

"It's a funny thing. It was so famous people would tell us they
saw our signs up in Georgia," he recalled. "There never were any
Old South signs up in Georgia, but I guess, in their imagination,
they wanted them to be there."

PAL: To Negotiate Debt Repayment Pact
The Journal of Commerce reports on June 9, 1999 that
Philippine Airlines said it will start negotiations this week
with European export credit agencies and the International Air
Transport Association to restructure close to $1 billion in debt.

The airline said agreements with the European credit agencies and
with IATA - the airline industry's umbrella organization --
should pave the way for similar debt restructuring pacts with
other creditors, particularly the U.S. Export-Import Bank, which
rejected the carrier's rehabilitation plan. (Journal Commerce-

PEOPLES CHOICE: Special Meeting To Consider Merger With Sprint
Peoples Choice TV Corp. has sent out proxy statements to its
shareholders in regard to a special meeting of stockholders to be
held at 10:00 a.m., local time, on July 7, 1999, at One Corporate
Drive, Shelton, Connecticut 06484.  At that time stockholders
will be asked to approve a merger agreement and a merger in which
each outstanding share of People's Choice common stock will be
converted into the right to receive $10.00 in cash;
and People's Choice will become a wholly owned subsidiary of
Sprint Corporation. For full information regarding the proposal
access, on the Internet free of charge;

To facilitate its efforts to consummate the merger Sprint
Corporation, in April, purchased options, preferred and common
stock in Peoples Choice from Matthew Oristano, Joe Moran, John
Gorman, John Glade, the James Rubin Family, Pequod International
Ltd., Loeb Partners Corp., and Bay Harbour Management LC.  The
options were exercised and preferred shares converted
during April and May leaving Sprint with an aggregate number of
8,120,246 shares of Peoples Choice common stock representing
49.4% of the common stock of the company.  These shares are in
addition to those reported in their May 20th transaction in which
Sprint acquired 670,000 shares of common stock.

PITTSBURGH PENUINS: Judge Approves a 3rd Plan for Penguins
Bankruptcy Judge Bernard Markovitz yesterday approved sending out
a reorganization plan proposed by SMG, the Pittsburgh Penguins'
landlord at the Civic Arena, and Fox Sports Net Pittsburgh, which
broadcasts the team's games, according to The Pittsburgh Post-
Gazette. The judge previously allowed creditors to vote on two
other plans-one submitted by the National Hockey League and one
by former Penguin Mario Lemieux. Now creditors will have
all three plans to address. Judge Markovitz has scheduled a June
24 hearing, which may be when it is decided whether the team
stays in Pittsburgh or not. (ABI 10-Jun-99)

PLUMA INC: Forbearance Obtained In Default, But Time Is Short
On May 14, 1999, Pluma Inc. filed for court protection under
Chapter 11 of the U.S. Bankruptcy Code. The company has done so
in anticipation that such proceeding will allow it to reorganize
its debts and continue to operate while being protected from

Net sales for the three months ended March 31, 1999 were $37.7
million, a decrease of $1.5 million, or 3.9% over net sales of
$39.2 million for the first three months of 1998. Net loss for
the first quarter 1999 was $10.0 million as compared to a loss in
the similar period of 1998 of $882 thousand.  The company also
had negative working capital of $49.9 million and $44.7 million
at March 31, 1999 and December 31, 1998, respectively.
These factors among others may indicate that the company will be
unable to continue as a going concern for a reasonable period of

At March 31, 1999, the company was not in compliance with certain
debt covenants and was unable to get a waiver for its violations
from its lenders.  Pluma has been experiencing difficulty in
obtaining additional financing in excess of its current
obligations. Although the company's defaults under the original
credit agreement have not been waived by the banks, pursuant to a
forbearance agreement as amended, the banks have agreed to
forbear until September 30, 1999 from exercising the rights and
remedies available to them as a result of the company's defaults.     
The agreement contains numerous covenants and restrictions and
violation of the covenants contained in the credit agreement, as
amended and/or the forbearance agreement, as amended, will
constitute events of default. In that event, unless a waiver or
forbearance is obtained, the banks may, at their discretion,
declare the unpaid principal of and any accrued interest
in respect of all amounts outstanding to them to be immediately
due and payable.

TELECTRAC INC: Case Summary & 20 Largest Creditors
Teletrac Inc.
2131 Faraday Ave.
Carlsbad, CA

Type of business: The debtor is a provider of vehicle location
and fleet management services, including associated two-way
digital wireless messaging, to commercial fleet operators.

Court: District of Delaware

Case No.: 99-2250    Filed: 06/09/99    Chapter: 11

Debtor's Counsel:  
Norman L. Pernick
Saul, Ewing, Remick & Saul LLP
222 Delaware Avenue
PO Box 1266
Wilmington, Delaware 19899

Total Assets:            $64,800,000
Total Liabilities:      $109,994,000

Fixed, liquidated secured debt 21,847,727
Fixed, liquidated unsecured debt 88,213,338
Disputed unsecured claims 182,000

No. of shares of preferred stock 313,984
No. of shares of common stock    249,000          

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Georgia Advisors, LLC                Notes         $26.75M
Capital Research & Management Co.    Notes         $24M
Lutheran Brotherhood                 Notes         $15M
TD Securities                        Notes         $11M
Post Advisor Group                   Notes          $7M
Bank of Montreal                     Notes          $6M
Prospect Street Yield, Inc.          Notes          $4M
Harvard Management Co. Inc.          Notes          $3.75M
KEA Capital                          Notes          $3 M
Milgo Solutions                      Telco Equip    $1.837M
The Associates                      Transmitters    $868,953
Tokai Financial Services Inc.       Furniture       $337,661
Cadence Design Systems, Inc.        Contract        $300,000
Tadiran Telematics, Ltd.            Equipment       $292,055
James Queen                         Contract        $156,000
Equtiable Life Assurance            VA Office        $59,949
Edelman Public Relations            PR Services      $51,471
Fortis, Inc.                        KC Office        $48,000
Computer Associates Alameda,        CA Office        $44,118
Crum and Forester Ins.             Insurance Premium $49,938

TRANS ENERGY: Working Capital Drained, Losses Mount For Company
Total revenues of $266,860 for the three months ended March 31,
1999, for Trans Energy Inc. increased 29% when compared with the
three months ended March 31, 1998 when revenues reached 206,238.
The company's net loss for the first quarter of 1999 was
$1,771,839 compared to a loss of $214,373 for the 1998 period.

Historically, Tran Energy's working capital needs have been
satisfied through its operating revenues and from borrowed funds.  
Working capital at March 31, 1999 was a negative $7,435,985
compared to a negative $6,812,876 at December 31, 1998.  This 9%
change is said by the company to be primarily attributed to the
9% increase in accounts payable from $1,029,461 as of December
31, 1998 to $1,124,894 as of March 31, 1999, and $571,521
increase (13%) in Debentures payable for the same periods.

TWA:  Workers Discuss Contract, Strike Options
The Seattle Post-Intelligencer reports on June 7, 1999 that  
Trans World Airlines Inc., the eighth-largest U.S. airline,
expects to know by month's end if its machinists will authorize a
strike as the money-losing carrier heads into the summer-travel

Union leaders meet with members this week to discuss TWA's latest
proposal, which would boost workers' pay to 90 percent of the
industry average within two years. The union is urging members to
reject the offer and vote to let leaders call a strike if
necessary. The International Association of Machinists, TWA's
largest union with almost 16,000 workers, agreed to submit
management's proposal to its members for a vote. TWA, which has
struggled to recover from two trips to bankruptcy court this
decade, has convinced workers to take hundreds of millions of
dollars in  pay and benefit cuts to keep the airline flying.

The offer is an "insult to the intelligence of every IAM member,
especially the flight attendants," Sherry Cooper, TWA's flight
attendants union general chairwoman, said in a recorded message
to members. She recommended that members make TWA return to the
bargaining table.

UNITED COMPANIES: UC Lending Reports Restructuring Plan
UC Lending, the home equity lender based in Baton Rouge, has
announced a restructuring that divides the company into nine
regional offices. United Companies Financial Corp. sold UC
Lending and 127 of its loan offices to Aegis Mortgage Corp. June
1. The deal, with a price tag of about $10 million, was part of
an effort to reorganize United Companies, which is in bankruptcy.

John D'Angelo, UC Lending's head of **loan** production, said the
restructuring  is aimed at streamlining the company's operations.
D'Angelo also announced the appointment of Scott Cobb and Gregory
Price as regional vice presidents.

XANTUS: Paid Its Own, But Not The Doctors
Knoxville News Sentinel reports on June 4, 1999, that
TennCare's third-largest private manager, the now-
insolvent Xantus Health Plan, paid $11.8 million to its parent
company and paid its chief executive more than $800,000 a year,
even while its doctors and hospitals  remained unpaid.

Now, the officials sorting out Xantus' books and trying to
"rehabilitate" the company say they are looking into that payment
to its holding company, Xantus Corp., as well as the acquisition
of companies in Arkansas and Mississippi, and its purchase of
money-losing Health Net in 1997.

Xantus manages the health care of 150,000 Tennesseans enrolled in
TennCare, but it's not the only managed-care organization with
financial problems --- six of the nine MCOs reported an operating
loss in the first nine months of 1998, including TennCare's
second-largest MCO, Access MedPlus.

But Xantus CEO Sam Howard said the money transfer was "a normal
inter-company transfer that happens in business all the time" and
said he has reinvested all but $120,000 of his annual salary back
into Xantus. Further, he said he's determined that all health
providers owed by his company will be paid in full.

The state Department of Commerce and Insurance took over Xantus'
operations April 1 after the company reported a negative net
worth of $24.3 million. The department appointed Tenn|Care's
original architects, former Medicaid Director Manny Martins and
former Finance Commissioner David Manning, to oversee Xantus'
operations and determine whether the company could recover.

Martins and Manning's report, filed in Nashville Chancery Court
last week, confirms that Xantus' pre-April 1 debt to medical
providers is between $50 million and $60 million, with about 40
percent owed to hospitals, 22 percent to  physicians, 24 percent
to a pharmacy benefit manager, and the rest owed to  other health
providers. But the report points out "areas of concern,"
including the $11.8 million transfer, purchases of other
companies, and contract relationships that Manning and Martins
still intend to research.

Xantus' failure has highlighted major gaps in the state's
oversight of the TennCare program and became legislators' Exhibit
A in their attempts to reform Tenn|Care this year. Until Gov. Don
Sundquist signed new legislation on Wednesday, state officials
had no authority to look at the books of MCOs' holding companies
or other affiliates to track the use of state money.

Manning and Martins have complete control over the TennCare funds
flowing into Xantus Health Plan. They have discontinued the
management contract through which Xantus Corp. was getting 13
percent of the health plan's funds and are working to try to turn
the troubled health plan around. Xantus' 150,000 Tenn|Care
recipients have been assured they'll not see any interruption in
services, and the state is guaranteeing prompt payment to Xantus'
health  providers.

Manning and Martins also said several health providers ---
unnamed -- were facing financial ruin because they had not been
paid by Xantus, and said they have arranged emergency payments
from Xantus funds to them.

Joe Keene, assistant commissioner of commerce and insurance, said
he's seen no evidence that would indicate any illegal practices
at Xantus.

XATA CORP: Private Sale Of Preferred Stock/NASDAQ SmallCap Listed
XATA Corporation, a supplier of onboard technology for
transportation companies, recently announced that it has
completed the private placement of $600,000 of Series A
convertible preferred stock. The shares were sold to XATA
Investment Partners, LLC. The LLC is not a part of Xata

The Series A convertible preferred stock pays an eight-percent
dividend and may be converted into XATA common stock. The
conversion price will be in the range of $1.50 per common share.

"XATA will use the proceeds from the sale of the convertible
preferred stock primarily to fund the development of the next
generation of its onboard technology for transportation
companies," said Edward T. Michalek, XATA's president and chief
executive officer.

"The successful private placement complements the recently
completed sale of a non-core business unit, our reduced overhead
and headcount, an increased sales order backlog, a realignment of
management responsibilities and our return to profitability,"
said Stephen A. Lawrence, chairman and a member of the investment
partnership. "We are now better positioned to capitalize on our
potential and increase shareholder value."

The company says it is the leading provider of onboard technology
to the transportation industry. It claims that XATA ONBOARD is
the most powerful, advanced, yet user-friendly onboard computer
system on the market. XATA ONBOARD combines onboard computing,
real-time communications, global positioning and fleet management
software to provide an enterprise-wide logistics management
solution for America's largest fleets.

On May 27, 1999 the company was advised by the Nasdaq-Amex Market
Group that effective June 1, 1999 its stock would begin trading
on the Nasdaq SmallCap Market.

DLS Capital Partners, Inc.

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                        10 - 12 (f)
Amer Pad & Paper 13 '05                      62 - 64
Asia Pulp & Paper 11 3/4 '05                 76 - 78
Boston Chickent 7 3/4 '05                     3 - 5 (f)
Cityscape 12 3/4 '05                          9 - 11 (f)
E & S Holdings 10 3/8 '06                    50 - 54
Geneva Steel 11 1/2 '01                      20 - 21 (f)
Globalstar 11 1/4 '04                        61 - 63
Hechinger 9.45 '12                            7 - 9 (f)
Iridium 14 '05                               20 - 21
Loewen 7.20 '03                              65 - 66 (f)
Penn Traffic 8 5/8 '03                       43 - 46 (f)
Planet Hollywood 12 '05                      18 - 22 (f)
Samsonite 10 3/4 '08                         82 - 84
Service Merchandise 9 '04                    21 - 22 (f)
Sun Healthcare 9 1/2 '07                     19 - 21 (f)
Sunbeam 0 '18                                15 - 16
TWA 11 3/8 '06                               43 - 45
Vencor 9 7/8 '05                             25 - 28 (f)
Zenith 6 1/4 '11                             26 - 28 (f)


The Meetings, Conferences and Seminars column appears in the TCR
each Tuesday.  Submissions via e-mail to 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
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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
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