TCR_Public/990629.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
         Tuesday, June 29, 1999, Vol. 3, No. 123                                              

AAMES FINANCIAL: Prepares For Annual Meeting - New Equity Partner
ALLIANCE ENTERTAINMENT: Court Approves Disclosure Statement
AMERICAN RICE: Monthly Figures Continues To Show Net Losses
BRAZOS SPORTSWEAR: Court Approves Asset Purchase Agreement
CAJUN ELECTRIC: Bidders Have One Month to File Final Briefs

CODON PHARMACEUTICALS: Seeks Extension of Exclusivity
DISCOVERY ZONE: Closes Stores and Announces Acquisition
DOW CORNING: Confirmation Hearings Begin
FIRSTPLUS FINANCIAL: Committee Taps Boston Portfolio Advisors
GRAHAM-FIELD HEALTH: One-Fourth Voting Power Rests With BIL

LOEWEN: Reports Business As Usual
MCA FINANCE: Conservator B. N. Bahadur Seeks Additional Financing
MRS. BURDEN'S: One Candy Maker Left in Fort Worth
MUTUAL BENEFIT LIFE: Third Payout to Class 4 Claims

OXFORD HEALTH PLANS: Company Offering New Notes For Old
PHILIP SERVICES: Files Chapter 11 and Canadian Bankruptcy
PITTSBURGH PENGUINS: Lemieux and SMG Agree on Civic Arena Lease
ROOM PLUS INC: Applies To Hire Special Counsel
SIRENA APPAREL: Files Chapter 11

STAFF BUILDERS: Spin-Off Transaction, Result: Tender Loving Care
STARTER CORP: Ozer Group to Liquidate Retail Stores
TRANSTEXAS GAS: Update On Debtor-In-Possession:  Staggering Debt

Meetings, Conferences and Seminars


AAMES FINANCIAL: Prepares For Annual Meeting - New Equity Partner
Loan broker company Aames Financial Corporation is preparing for
its 1999 annual stockholders meeting.  At a date yet to be
announced shareholders will be asked to convene at the Hotel
Inter-Continental, 251 S. Olive Street, Los Angeles, California

The meeting was originally scheduled for December 18, 1998 and
was later postponed by the company to allow for the completion of
negotiations with the company's new equity partner, Capital Z
Financial Services Fund II, L.P.  On December 23, 1998, Aames
Financial entered into a preferred stock purchase agreement with
Capital Z in which Capital Z agreed to make an equity investment
in Aames of up to $101.5 million. The initial phase of
the Capital Z Investment occurred on February 10, 1999 when a
partnership majority-owned by Capital Z, and other parties
designated by Capital Z, purchased 76,500 shares of Series B
Convertible Preferred Stock and Series C Convertible Preferred
Stock for $1,000 per share, for an aggregate investment of $76.5
million. In connection with this investment, the company
restructured its Board of Directors. The Board was
increased to nine directors, five of whom were nominated by
Capital Z in accord with the terms of the preferred stock
purchase agreement. Subject to the approval of the amendments to
the company's Certificate of Incorporation to be considered at
the meeting, the second phase of the Capital Z Investment will
include an offering to holders of the company's common stock of
non-transferable rights to purchase up to $25 million of
Series C Convertible Preferred Stock at $1.00 per share and a
sale to Capital Z or its designees of up to $25 million of the
Series C Convertible Preferred Stock not otherwise sold in the
rights offering. Following the consummation of the rights
offering, Aames Financial will have sold newly issued shares of
its capital stock representing 76.7% of the total equity
of the company for an aggregate of $101.75 million

The Board of Directors of Aames Financial determined that the
Capital Z Investment was in the best interests of the company and
its unaffiliated stockholders. In reaching this conclusion, the
Board took into account the rapidly worsening financial condition
of the company, serious global liquidity concerns during late
1998, the lack of a viable option to sell the company as a going
concern or attract other equity or debt capital, and
the economic terms of the Capital Z Investment. In addition, the
Board of Directors and its Strategic Planning Committee received
an opinion from its financial advisor, Donaldson, Lufkin &
Jenrette Securities Corporation that the Capital Z Investment was
fair, from a financial point of view, to the company and its
unaffiliated stockholders.

At the annual meeting, stockholders will be asked to consider and
vote upon several proposals related to the Capital Z Investment.  
They will be asked to consider proposals to amend the company's
Certificate of Incorporation to increase the authorized amount of
the company's common stock, increase the authorized amount of the
company's preferred stock, and effect a 1,000-for-1 forward stock
split of the preferred stock. These amendments are said to be
necessary to complete a recapitalization of the company and
are conditions for consummating the rights offering.

Once the prospectus is finalized it will supersede and replace
the materials that were sent out for the originally scheduled

ALLIANCE ENTERTAINMENT: Court Approves Disclosure Statement
The US Bankruptcy Court for the Southern District of New York
entered an order on June 16, 1999 finding that the Disclosure
statement of Concord Records, Inc. is approved and contains
adequate information as required by the Bankruptcy Code.  Concord
is authorized to solicit acceptances of the plan.  The
Confirmation Hearing shall be held at the US Bankruptcy Court,
Alexander Hamilton United states Custom House, One Bowling Green,
New York, NY 10004-1408 in Room 623 on July 22,1999 at 10:00 AM.

AMERICAN RICE: Monthly Figures Continues To Show Net Losses
Having filed Chapter 11 bankruptcy proceeding on August 11, 1998
in the United States Bankruptcy Court for the Southern District
of Texas, Corpus Christi Division, American Rice Inc. is
reporting monthly financial information the SEC.  Current figures
for the month ended May 31, 1999 show revenues were $13,860,000
and net loss was $304,000.  For comparison, the prior month ended
April 30, 1999 had revenues of $18,738,000 and net loss
of $455,000.

BRAZOS SPORTSWEAR: Court Approves Asset Purchase Agreement
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the sale of certain assets and inventory of the
debtors' Plymouth Mills division to Modern Cotton, inc. for a
purchase price of $13.63/dozen for the purchased inventory plus
the amount of the T-USA Credit, plus a commission of 1.6% on all
commissionable shipments.  In addition, the buyer shall pay to
Coview Capital, Inc. a commission of 3% on all commissionable

CAJUN ELECTRIC: Bidders Have One Month to File Final Briefs
Southwestern Electric Power Co. (SWEPCO) and Louisiana Generating
have until July 30 to file post-trial briefs in the four-and-a-
half-year-old bankruptcy case of Cajun Electric Power
Cooperative, according to a newswire report. Cajun filed chapter
11 in December 1994. SWEPCO raised its offer last week for
Cajun's non-nuclear assets to $990.5 million, and Louisiana
Generating followed suit and increased its offer to $995 million.
The two have been bidding against each other and Enron Corp.
since 1996. Last fall, Enron dropped out of the running, saying
the process was taking too long. The final session of the
confirmation hearings began Friday in a bankruptcy court in
Opelousa, LA.  The judge did not indicate when he might rule on
the case.

CODON PHARMACEUTICALS: Seeks Extension of Exclusivity
The debtors, Codon Pharmaceuticals, Inc. and Oncor, Inc. seek an
extension of the exclusive periods within which to file a Chapter
11 plan and to solicit acceptances thereof.  The debtors seek a
60 day extension from June 26, 1999 through and including August
25, 1999 of the period during which the debtors will maintain the
exclusive right to file a plan resolving this case, as well as a
60-day extension from August 25, 1999 through and including
October 25, 1999 of the period during which the debtors will have
the exclusive right to solicit acceptances to such a plan.  

A hearing on the motion will be held on July 22, 1999 at 9:00 AM
before The Honorable Joseph J. Farnan, Jr., Chief Judge, US
District Court for the District of Delaware, 844 N. King Street,
Room 4209, Wilmington, Delaware.

The debtors assert that given the complexity of these cases, more
negotiating ins necessary and despite the cloud over these cases
as a result of the Johns Hopkins and RCAT Partners litigation
issues, the debtors are currently examining alternatives for
their businesses.  The complex litigation issues have detracted
from the debtors' ability and efforts to focus on reorganizing
their businesses and formulating a Chapter 11 plan.  Oncor is
currently in active negotiations with a potential purchaser of
the JHU Licenses.  Oncor has continued to investigate the
possibility of attracting one or more equity investors in the
debtors.  One investor group has organized and retained counsel.  

Additionally, the debtors have continued to meet with the
Creditors' Committee and other third parties to discuss financial
and strategic reorganization options.  

By extending the debtors' exclusive periods, the debtors will
have the opportunity to maintain the support of the various
creditor constituencies and attempt to move towards the
completion of these cases.

DISCOVERY ZONE: Closes Stores and Announces Acquisition
CEC Entertainment, Inc. (NYSE: CEC) today announced that the U.S.
Bankruptcy Court for the District of Delaware, has approved its
acquisition of certain assets of Discovery Zone, Inc., a
nationwide operator of children's indoor entertainment centers,
for $19 million. Discovery Zone and certain affiliated entities
filed for Chapter 11 bankruptcy protection on April 20,
1999. It is expected that the transaction will be finalized
within 30 days subject to certain conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.

The assets to be acquired by CEC include 13 owned properties
currently operating as Discovery Zone Fun Centers, two parcels of
undeveloped real estate, the rights to 7 leased properties
currently operating as Discovery Zone Fun Centers, and all
furniture, fixtures, equipment and intellectual properties and
trade names owned by Discovery Zone.

Richard M. Frank, Chairman and Chief Executive Officer stated
that "We plan to convert approximately 6 to 8 of the acquired
locations to Chuck E. Cheese's restaurants and it is our
intention to operate or sell the remaining properties at some
point in the future. We are excited about the strategic value of
this acquisition and the opportunity to open Chuck E. Cheese's
restaurants at additional quality sites."

The Company operates a system of 333 Chuck E. Cheese's
restaurants in 44 states, of which 278 are owned and operated by
the Company.

DOW CORNING: Confirmation Hearings Begin
The final legal step in a settlement between the Dow
Corning Co. and thousands of women with silicone breast implants
begins Monday with a judge opening weeks of hearings on whether
to approve a $4.5 billion bankruptcy plan.

Both the company and lawyers for the women say the $3.2 billion
settlement included within the bankruptcy plan is the best
compromise that could be reached.

But they face objections from the federal government, lending
institutions and some women, all of whom claim the settlement
plan leaves too little for other their claims and gives too much
protection to the company and its corporate parents.

The hearing before U.S. Bankruptcy Judge Arthur Spector is being
held in a high school auditorium in Essexville, 100 miles
northwest of Detroit, because it is the largest space near the
bankruptcy court in Bay City that can handle the expected throng
of lawyers and plaintiffs.

"There's a group of us that's tried to make every single hearing
in Michigan," said Peggy Pardo, a breast implant claimant who is
driving seven hours to the hearing from Chicago. "It took us a
long, long time to get to this point."

Dow Corning was sued by some 170,000 women. Their proposed
settlement is the cornerstone of the company's $4.5 billion
bankruptcy reorganization plan, which plots how Dow Corning will
pay off about 570,000 creditors --
including the women, banks that hold Dow Corning's debt,
insurance companies, doctors and hospitals.

The Midland-based company filed for bankruptcy in 1995 after
thousands of women started suing, claiming breast implants of Dow
Corning silicone caused a variety of diseases.

Under the proposed settlement, women who blame illnesses on Dow
Corning silicone implants could get $12,000 to $300,000 each.
Women could also receive up to $25,000 for ruptured or leaking
implants, and up to $5,000 for implant removal.

Women outside the United States would be paid 40 percent to 65
percent less for their claims, depending on where they live. Dow
Corning said that was due to lower medical costs and different
economic conditions in other countries.

The company would set aside up to $400 million to cover any costs
of defending lawsuits by women who reject the settlement.

Nearly 113,000 women voted on the settlement terms earlier this
year, and 94 percent approved. One of them was Pardo, who had
implants made with Dow Corning silicone.

"I'm not going to say the settlement is perfect by a long shot,
but I know there are many women desperately in need of help and
they can't wait anymore," said Pardo, a support group leader for
people with implant-related problems.

Among those objecting to the settlement are 49 women in Nevada
and the estate of another. Their lawyers contend a clause
shielding parent company Dow Chemical from further lawsuits is

Another major objection comes from women in the countries where
payments are reduced 65 percent. Lawyers representing them say
the payments should be larger.

Lenders that hold $1.3 billion in Dow Corning debt voted against
their part of the bankruptcy plan even though it pays them in
full, saying the interest rate set by the company was wrong.

And the U.S. Department of Justice has objected, saying the plan
doesn't provide enough to pay for health care the government has
provided to people with silicone implants.

A Dow Corning lawyer, Barbara Houser, says no objection raised so
far should prevent the judge from approving the settlement with
the women.  And a lawyer for the committee representing breast
implant claims said the plan was as good as it could be.
"That's the reason we agreed to it. It wasn't because we liked
it," said lawyer Ralph Knowles.

FIRSTPLUS FINANCIAL: Committee Taps Boston Portfolio Advisors
The Official Unsecured Creditors Committee of FirstPlus
Financial, Inc. filed an application for an order authorizing the
employment of Boston Portfolio Advisors, Inc. as residual and
servicing valuation experts and consultants for the Committee.

A hearing will be conducted on July 21, 1999 at 1:45 PM at the US
Courthouse, 1100 Commerce Street, Dallas, Texas.

The Committee currently consists of the following voting members:

Turner-Broadcasting Inc.
Elliott-Marino Motorsports
CBS Television
Fox Sports Network
Sprint Paranet, Inc.
Today's Temporary, Inc.
Key Corp. Leasing Charter Financial, Inc.

GRAHAM-FIELD HEALTH: One-Fourth Voting Power Rests With BIL
Graham-Field Health Products Inc. recently issued 2,036 shares of
its Series D preferred stock to BIL (Offshore) Ltd. in exchange
for a promissory note held by BIL.  The exchange was completed on
May 12, 1999 in consideration for the cancellation of the 7.7%
promissory note of Graham-Field due April 1, 2001 with a
principal amount of $4,000,000, plus accrued and unpaid interest,
and held by Offshore.

In completing the transaction Graham-Field reported that BIL
Securities (Offshore) Ltd. now holds, in addition to the 2,036
shares of Series D preferred stock, 2,094,497 shares of common
stock, 2,573 shares of Series B convertible cumulative preferred
stock and 1,000 shares of Series C convertible cumulative
preferred stock in the company.

When coupled with the dispositive and voting powers of BIL (Far
East Holdings) Ltd., with its 2,293,856 shares of common stock
and  3,527 shares of Series B convertible cumulative preferred
stock, the two companies own approximately 24.5% of the voting
power of Graham-Field capital stock (including Series B
Cumulative Convertible Preferred and Series C Cumulative
Convertible Preferred).  BIL Offshore of New Zealand owns 100 of
Graham-Field Series D preferred stock.  BIL (Far East
Holdings)operates out of Hong Kong.

Imagyn Medical Technologies Inc. announced that it has filed its
reorganization plan in the District of Delaware; the company
filed chapter 11 in May, according to a newswire report. The plan
contemplates that existing secured creditors will be paid in full
over time from future revenues or from the proceeds of
replacement financing that the company must obtain. Trade
creditors who agreed to provide goods and services on normal
terms will be paid cash in full, as will employees with priority
claims for pre-petition wages and benefits. Other trade creditors
and the holders of $110 million in 12.5 percent senior
subordinated notes will receive new common stock representing
88 percent of the equity in the reorganized company. The plan is
based on an agreement with Credit Suisse First Boston Management
Corp., which holds a majority of the notes and certain secured
claims. Imagyn expects the plan will be considered for approval
in September. (ABI 28-June-99)

LOEWEN: Reports Business As Usual
The Charlotte Observer, N.C. reports on June 26 that The Loewen
Group Inc. of Vancouver, British Columbia -- the world's second
largest funeral home chain -- announces that people who paid
deposits to a Loewen company for future services, known as "pre-
need," have nothing to fear because those funds go into state-
regulated insurance policies or bank trusts, a Loewen spokeswoman

Like many industries, the death-care business has seen massive
consolidations by a few big chains in recent years. That's why
one company's troubles can reverberate across the country.

J. Wells Greeley, president of the N.C. Funeral Directors
Association, said Loewen's problems cause concern for anyone
dealing with a funeral.

"They can't help but cast an eye on (how well) other corporate
funeral homes and local, private funeral homes are doing," he
said.  Loewen sought bankruptcy protection in the United States
and Canada to reorganize its debts, which hit $2.3 billion
following many acquisitions and a $175 million settlement in a
Mississippi lawsuit over unfair competition.

First Union in Charlotte agreed to provide Loewen with a $200
million debtor-in-possession loan to cover daily operations.
Debtor in possession loans help a company continue operating as
it reorganizes. The loan is handled separately from the debts
tied up in bankruptcy.

The N.C. Board of Mortuary Science, which regulates the funeral
industry, received about 20 calls from people concerned about the
bankruptcy. S.C. officials said they did not receive any

Brenda Adrian, a Loewen's spokeswoman in Los Angeles, said
clients should not notice anything unusual.  "It's not an
industry where you can mess with your customers," she added.
Local Loewen homes said the company told them to refer media
calls to corporate offices. But after word of the problems
filtered out in Gastonia, six cemeteries and funeral homes bought
full-page ads in area papers to reassure customers under the
heading, "Honesty."

"The truth is ... we are NOT out of business, NOR are we going
out of business," the ad read. "The truth is ... we are `re-
organizing,' not liquidating our business."

Loewen owns or runs more than 1,100 funeral homes and more than
400 cemeteries. Some 13,000 people work for Loewen.  As part of
its restructuring, Loewen plans to refocus on funeral services,
and will sell off firms that do not perform well. No sites have
been marked for sale, Adrian said, and there will be no layoffs.

Loewen did a good job of acquiring companies but a poor one of
operating them, said Daniel Isard, an industry analyst who runs
Foresight Analysts in Phoenix.

He said Loewen's problems included: an increase in competition;
poorly trained managers at its funeral homes and cemeteries; and
an inability to effectively link its local operations.

"What Loewen is going through is cataclysmic," Isard added.
Stock that traded at $27.50 a year ago closed at 56 1/4 cents
Friday.  Loewen hopes to finish the reorganization in about a
year, but Isard predicted it could take twice as long.

MCA FINANCE: Conservator B. N. Bahadur Seeks Additional Financing
B. N. Bahadur, Conservator of MCA Financial Corp. (and its
related entities) and CEO of BBK, Ltd. -- a leading turnaround
and revitalization company -- filed a motion on Tuesday, June 22,
1999, seeking a total of $680,000 in additional funding and "use
of cash collateral." Bahadur made the announcement today.

The motion will be considered on Monday, June 28, 1999, by Judge
Stephen W. Rhodes, U.S. Bankruptcy Court, Eastern Division of
Michigan. If granted, the funding will allow Bahadur to continue
the process of seeking to resolve MCA's bankruptcy situation
through approximately July 31, 1999. Additionally, negotiations
continue to determine the future of the 3,400 homes owned or
controlled by the MCA/RIMCO debtors.

"There's a significant amount of work yet to be done," Bahadur
said. "And, BBK has the right people in place to make the
smoothest transition that is in everyone's best interest."

On January 28, 1999, Bahadur was named Conservator of MCA by
Patrick McQueen, Financial Institutions Bureau Commissioner for
the State of Michigan. The order allows the Conservator to do
"all things necessary" in the best interests of the general
public to oversee and manage the assets of approximately 11,000
mortgages and land contracts valued at $536 million.

MRS. BURDEN'S: One Candy Maker Left in Fort Worth
The Fort Worth Star-Telegram, Texas reports on June 25, 1999 that
Peggie Muir, an independent candy maker for about 20 months, has
shut down her Mrs. Burden's Gourmet Candy Co. factory
and retail shop at 541 N. Main St.

"I loved it. I loved the candies and the little place we made. We
had no problems at costing," Muir said yesterday. "I just simply
can't sell. I'm best at numbers."

Muir, who has a master's degree in accounting, attributed Mrs.
Burden's failure and unpaid debt on stagnant $900,000 to $1
million annual sales and high promotion costs. She blamed herself
and two sales directors for failing to drive the small company
into the higher sales end of the market: the high-end, mainstream
department stores and some other retailers in the big markets.

Muir said she halted production by early May and soon joined one
of Mrs. Burden's bigger competitors, Fort Worth-based DFG
Confectionery and its Sweet Shop and other divisions, as chief
financial officer.

Mrs. Burden's closing leaves Fort Worth with one major candy
maker, DFG. In January there were three. Included was Pangburn
Candy Co., which went bankrupt.

Mrs. Burden's and DFG, with its $16 million in annual sales,
competed with some similar premium and gourmet chocolates, sugar-
free and other high-end candies. Last year DFG bought Fort Worth-
based Sweet Shop and later moved its own headquarters from
Chicago to Fort Worth.

Muir labeled Sweet Shop/DFG as a tough competitor for sales to
department stores, candy and gift shops, boutiques and gourmet
food retailers.  Muir said all but three of nine Mrs. Burden's
last remaining workers took jobs at DFG, which has about 300
workers. Her staff peaked at 28, she said.  Mrs. Burden's failure
came as a surprise in light of Muir's comments in early March
that she had nearly concocted a pool of investors to make a $5
million bid for Pangburn.  Muir, a former Pangburn executive vice
president for finance and operations, said yesterday she had
hoped to stay in business by working a deal for Pangburn.

"I could find investors for a big deal for a big company like
Pangburn, but the investors were not there for a small,
struggling company in small markets," she said.  Muir said she
lost the financial backers for the Pangburn deal when the
owners of Pangburn's production plant refused to lower their
factory rent. Russell Stover Candies bought Pangburn's brand
name, trademarks and inventory in bankruptcy liquidation.

Muir initially aimed her company at the smaller side of the
premium candy market. She licensed sales in exclusive territories
covering towns and smaller cities across most of the nation.

"That was too expensive to keep going," Muir said. "We were
advertising over the United States, 16 ads at $16,000 a month. In
many markets."  As those costly efforts didn't pump sales or earn
enough profit, she shifted Mrs. Burden's aim. Then Muir said she
and the sales directors failed to generate enough cash flow to
finance the requisite high-cost promotions to win the big
accounts with Bloomingdale's and other high-volume customers.

DFG President Philip Gay said yesterday that DFG is buying a
large portion of Mrs. Burden's equipment. He praised Muir's
accounting and candy-making skills, and added, "We've got a great

Muir got financing in 1997 to buy Dallas-based Mrs. Burden's,
move its Kansas factory to Fort Worth and start operations here
in September of that year. At start-up, Muir said sales ran at
about 150,000 pounds of chocolates a year going to more than 800
stores from California to Ohio.

MUTUAL BENEFIT LIFE: Third Payout to Class 4 Claims
The Board of Directors of MBL Life Assurance Corporation today
authorized the third payout to holders of allowed class four
claims in the rehabilitation of The Mutual Benefit Life Insurance

The third payment will total $48.1 million. Checks representing
each class four creditor's pro rata share of this payment, based
upon an estimated total face amount of allowed class four claims
of $600 million, will be mailed on June 30, 1999, via first class
mail to class four creditors of record as of the
end of the business day on June 16, 1999.

The company has released a portion of its reserve for unresolved
class four claims, resulting in a reduction in the aggregate
claim pool from $605 million to $600 million. This release will
result in a dividend of 0.7 percent, which will be included with
the June 30, 1999 payment. This dividend totals $4.1 million.

MBL Life made an initial distribution of $250 million to class
four creditors on January 15, 1999, based on a record date of
December 21, 1998, and a second distribution of $252.4 million on
April 1, 1999, based on a record date of March 1, 1999.

The class four creditors are entitled to 70 percent of Company
Value, meaning the value produced by the sale of MBL Life's
businesses, combined with its capital account net of projected
expenses and contingencies. The total class four creditor value
share is approximately $573 million, which is 95.5 percent of the
total face amount of allowed class four claims.

MBL Life will consider making an additional class four creditor
value share distribution in the coming months, also based on a
June 16, 1999 record date. The company's ability to distribute
the entire balance of the class four creditors' value share, and
the timing of any such distribution, are contingent on the timing
of the sale of certain non-liquid assets and other factors
bearing on the company's financial position and liquidity. Class
four creditors are also entitled to 100 percent of any residual
value that may result from MBL Life's liquidation. Any
distributions of such residual value would be made in later
months and years, depending upon available cash and other

OXFORD HEALTH PLANS: Company Offering New Notes For Old
Oxford Health Plans, Inc. was incorporated under the laws of the
State of Delaware on September 17, 1984. It is a health care
company currently providing health care benefit plans primarily
in New York, New Jersey and Connecticut. Its products are offered
primarily through its health maintenance organization
subsidiaries, Oxford Health Plans (NY), Inc., Oxford Health Plans
(NJ), Inc., and Oxford Health Plans (CT), Inc. and through Oxford
Health Insurance, Inc., its health insurance subsidiary.

The company is offering to exchange $1,000 principal amount of
its 11% senior notes due 2005, for each $1,000 principal amount
of its outstanding 11% senior notes due 2005 which were issued on
May 13, 1998 in a private offering.  The company will exchange
all notes validly tendered and not validly withdrawn. As of the
date of a prospectus being issued by Oxford, there is $200
million aggregate principal amount of old notes outstanding.

The exchange of the old notes for the new will be free of the
transfer restrictions that apply to the old notes. The company  
agreed with the initial purchasers of the old notes to make this
offer and to register the issuance of the new notes following the
initial sale. The new notes will not trade on any established
exchange. The new notes have the same financial terms and
covenants as the old notes, and are subject to the same
business and financial risks.

For more information on the transaction access the  
Internet, free of charge.

PHILIP SERVICES: Files Chapter 11 and Canadian Bankruptcy
Philip Services Corp. announced that it has filed a voluntary
application to reorganize under Canada's Companies' Creditors
Arrangement Act (CCAA) in Toronto and chapter 11 petitions in
the District of Delaware, according to a newswire report. The
company also announced an amended lock-up agreement with its
syndicated lenders. Philip Services, an integrated metals
recovery and industrial services company with operations in North
America and Europe, has initiated the bankruptcy proceedings in
order to implement its restructuring and continue its normal
business operations. The lock-up agreement will convert about
US$1 billion in existing syndicated debt to US$250 million of
senior secured debt, US$100 million in secured convertible
payment-in-kind debt and 91 percent of the common shares of the
restructured company. (ABI 28-June-99)

PITTSBURGH PENGUINS: Lemieux and SMG Agree on Civic Arena Lease
A day after Bankruptcy Judge Bernard Markovitz approved Mario
Lemieux's reorganization plan for the Pittsburgh Penguins,
Lemieux and his group of investors reached an agreement with SMG,
the Civic Arena landlord, on a new lease, The Pittsburgh Post-
Gazette reported. SMG will make a $5 million investment in the
team and have a seat on its board of directors, and it agreed to
lease concessions that will reduce the team's yearly payments to
$1.8 million, down from the $6-7 million it had been paying. The
lease takes the team through 2004, when SMG will enter into a
management contract that runs through 2012. Those terms are still
under negotiation. The Civic Arena lease was the last major
hurdle in Lemieux's reorganization plan. (ABI 28-June-99)

ROOM PLUS INC: Applies To Hire Special Counsel
The debtor, Room Plus Inc. seeks court approval of the hiring of
Wilentz, Goldman & Spitzer as special counsel to perform
corporate and securities legal services on behalf of the debtor.
The firm has agreed to charge its customary hourly rates which
range from $350 per hour for shareholders to $60 per hour for

SIRENA APPAREL: Files Chapter 11
The Sirena Apparel Group, which makes branded and private-label
swimwear, intimate apparel and resortwear, has filed for chapter
11 protection in the Central District of California and named a
new interim CEO and chairman, according to Reuters. Foothill
Capital Corp. has preliminarily agreed to provide Sirena with
debtor-in-possession financing. Sirena decided to file for
bankruptcy protection after management determined that it may not
be able to secure sufficient financing for the rest of the
calendar year because of accounting irregularities. The former
chairman was ousted June 8 after accounting irregularities were
discovered, which prompted Sirena to restate its earnings for the
first three quarters of the fiscal year ending June 30, 1999.
(ABI 28-June-99)

STAFF BUILDERS: Spin-Off Transaction, Result: Tender Loving Care
Staff Builders, Inc. is a Delaware corporation which was
incorporated in New York in 1978 and reincorporated in Delaware
in May 1983. The company is a leading national provider of home
health care and supplemental staffing services.

On March 22, 1999, the company's Board of Directors approved a
plan to separate its home health care business from its
supplemental staffing business and to create a separate,
publicly-traded company engaged exclusively in providing home
health care services. To accomplish this separation of its
businesses, the company's Board of Directors established
a new, wholly-owned subsidiary, Tender Loving Care Health Care
Services, Inc., which will acquire 100% of the outstanding
capital stock of the Staff Builders subsidiaries.  Staff
Builders' supplemental staffing business will remain with Staff
Builders. The completion of the spin-off is subject to the
satisfaction of certain conditions, including obtaining certain
regulatory approvals and bank financing for each of Staff
Builders and TLC.

Staff Builders has 125 home health care locations in 26 states
and the District of Columbia, and has master franchise licenses
in Japan, Spain and Brazil. It owns and operates 71 of its
offices and 54 of these offices are operated by 31 licensees.  
The company's corporate headquarters consists of approximately
65,000 square feet of leased office space and 8,100 square feet
of storage space in Lake Success, New York. The company's
supplemental staffing business leases its administrative
facilities in Atlanta, Georgia and New York City, New York.

In the fiscal year ended February 28, 1999 Staff Builders
revenues were $437.6 million with net losses of $73.0 million.  
In fiscal 1998 revenues were $526.7 million and losses stood at
$21.6 million.

STARTER CORP: Ozer Group to Liquidate Retail Stores
The Ozer Group, Needham, Mass., announced Friday that the
bankruptcy court has awarded it the right to liquidate Starter
Corp.'s 18 outlet retail stores; going-out-of-business sales
began on Saturday, according to a newswire report. Starter,
founded in 1971, has been the premiere authentic apparel licensee
of the National Football League, National Basketball Association
and the National Hockey League, in addition to major league
baseball and more than 150 colleges and universities. The New
Haven, Conn.-based company filed chapter 11 this past April,
listing $118.1 million in assets and $120.5 in liabilities.
Stores are being liquidated in Alabama, Connecticut,
Georgia, Iowa, Michigan, Missouri, New Jersey, New York, Ohio,
Tennessee and Wisconsin. (ABI 28-June-99)

IBP, the largest fresh meat processor in the world, will buy
Thorn Apple Valley Inc. for about $112 million, according to
Reuters. Thorn Apple Valley, which filed chapter 11 in March,
said the proceeds of the sale will not be sufficient to provide
any distribution to shareholders. Thorn Apple Valley in April
said the U.S. Department of Agriculture's condemnation of 30
million pounds of hot dogs produced at the company's Arkansas
plant caused "enormous damage" to its reputation. IBP
plans to continue to operate the Southfield, Michigan-based
company with current Thorn Apple Valley plant management and
personnel. The sale is subject to the bankruptcy court's
approval. (ABI 28-June-99)

TRANSTEXAS GAS: Update On Debtor-In-Possession:  Staggering Debt
On April 19, 1999, TransTexas filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.  On April
20, 1999, TEC and TARC also filed voluntary petitions under
Chapter 11. The bankruptcy cases are being jointly administered.
On May 20, 1999, the cases were transferred to the Southern
District of Texas, Corpus Christi Division. TransTexas, TEC and
TARC are operating their businesses and managing their properties
as debtors-in-possession. TransTexas' Chapter 11 filing does not
include its subsidiaries, including Galveston Bay Processing
Corporation which had assets of approximately $12.5 million at
April 30, 1999.

Under terms of a credit agreement dated April 27, 1999 among
TransTexas, as borrower, various financial institutions, as
lenders, Credit Suisse First Boston Management Corporation, as
Administrative Agent, and TEC and TARC, as Guarantors, the
lenders have agreed to provide up to $20 million in post-petition
financing to the company (with an additional $10 million
potentially available). On April 28, 1999, $6 million was
disbursed to TransTexas under the credit agreement pursuant to an
interim order of the Bankruptcy Court. Additional advances may be
made subject to a final order dated June 16, 1999. Advances under
the credit agreement bear interest at the rate of 13% per annum.
TransTexas' obligations are guaranteed by TEC and TARC and are
secured by a first priority senior priming lien (subject to
certain exceptions) on all property of TransTexas, TEC and TARC.
Amounts outstanding under the debtor-in-possession facility
will mature on the earlier of October 20, 1999 or the effective
date of a plan of reorganization.

As a result of the Chapter 11 filings, absent approval from the
Bankruptcy Court, TransTexas is prohibited from paying, and
creditors are prohibited from attempting to collect, claims or
debts arising prior to the bankruptcy.  A significant amount of
the company's liabilities, including secured debt, are subject to
compromise. As of April 30, 1999, liabilities subject to
compromise included the following:  Long-term debt, $125,250,000;
Notes payable to affiliates,   $457,928,000; Accounts Payable,
$66,524,000; Accrued interest payable, $23,335,000; Accrued
liabilities, $47,245,000; and Other Liabilities, $13,440,000.

In reporting its first quarter, ended April 30, 1999, revenues
and net loss as debtor-in-possession TransTexas showed
$19,065,000 revenues, $34,408,000 net loss.  Compared to the same
quarter in 1998 revenues were $33,467,000 and net loss

On behalf of the 1818 Fund II, L.P., Brown Brothers Harriman &
Co., T. Michael Long and Lawrence C. Tucker, Wellcare Management
Group announces beneficial ownership of an aggregate 11,250,000
shares of Wellcare's common stock by the Fund. Giving effect to
the automatic conversion of the Fund owned Series B preferred
stock, the Fund beneficially now owns the 11,250,000 shares of
common stock mentioned, which represents approximately
67.6% of the outstanding shares of common stock of Wellcare. This
percentage is based upon the number of shares of common stock
outstanding as of May 28, 1999 as reported by the company, which
was 6,635,999 plus the total number of shares of common stock
into which the Series B Preferred Stock are convertible. If the
percentage were also based on the number of shares of common
stock issuable upon conversion of the shares of senior
convertible preferred stock, Series A, owned by Kiran C. Patel,
which is 9,288,200 shares of common stock (subject to certain
adjustments), the percentage owned by the Fund would be 43.4%.

The Fund is a party to a letter agreement, dated June 11, 1999,
pursuant to which Kiran C. Patel promises to vote all shares of
senior convertible preferred stock, Series A, and all shares of
common stock held of record or beneficially owned by him in favor
of the amendment to Wellcare's certificate of incorporation to
increase the number of authorized shares of the common stock by
55,000,000 shares. The Fund disclaims any membership in a group
with Kiran C. Patel or any other person.

Meetings, Conferences and Seminars
July 1-4, 1999
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
July 10-15, 1999
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or

July 15-18, 1999
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 26-28, 1999
      Real Estate Defaults, Workouts and Reorganizations
         San Francisco, California
            Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or

September 16-18, 1999
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

September 27-28, 1999
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   

October 6-9, 1999
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or

November 29-30, 1999
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   

December 2-4, 1999
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

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


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
prohibited without prior written permission of the

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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