TCR_Public/990714.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
         Wednesday, July 14, 1999, Vol. 3, No. 133                                              
                           
                    Headlines

AAMES FINANCIAL: Innovative Structure Improves Cash Flow
ACCESS BEYOND: Court Authorizes Trustee To Hire Counsel
ADVANCED RADIO: Annual Meeting Set For September
AQUAGENIX: Blames Failed California Expansion
BREED TECHNOLOGIES: Debt Catches Up To It

BREED TECHNOLOGIES: Successful In Obtaining Debt Waivers
CAI WIRELESS: Merrill Lynch & Co. Reports 0% Beneficial Ownership
COMMERCIAL FINANCIAL: Awaits Ruling on Severance Pay
COSMETIC CENTER: To Begin Liquidation
CRIIMI MAE: Seeks Extension of Exclusivity; Equity Investment

EDISON BROTHERS: Operating As DIP Reports Ongoing Losses
FAVORITE BRANDS: Latest Financial Statement Shows Loss
FEDCO: Target to Buy Store Sites in Southern California
FIRSTPLUS FINANCIAL: Bank One, Texas Seeks Relief From Stay
FIRSTPLUS FINANCIAL: Seeks To Sell Mortgage Loans

FIRSTPLUS FINANCIAL: Bank One Objects To Dismissal
FLORIDA COAST: Ad Hoc Committee of Noteholders Objects To DIP
FPA MEDICAL MANAGEMENT: Terminates SEC Registration/Duty To File
HANBO STEEL: Nabors Consortium Named Priority Bidder
HOME HEALTH: Tenth Order Approves Use of Cash Collateral

IMAGYN MEDICAL: Seeks Order Authorizing Deloitte & Touche
INSILCO HOLDING: Annual Meeting Scheduled For July 22, 1999
JPE INC: Company Engages Auditors Used By Majority Stockholders
KOMAG INC: 2nd Quarter Will Not Meet Analysts' Expectations
LAMONTS APPAREL: Terminates Merger Talks

LOEHMANN'S: Intends to Close 14 Stores
MCA FINANCIAL: Amendment to Final Financing Order
MEDPARTNERS INC: Advisors Report 1.19% Beneficial Ownership
MORO CORP: Select Securities De-Registered Per Plan
NEWCARE HEALTH: Declares Chapter 11 Bankruptcy, Operating As DIP

NUCENTRIX BROADBAND: Quaker Capital Corrects Ownership Statement
PINNACLE BRANDS: Seeks To Retain Nightingale & Associates
SIRENA APPAREL: NASDAQ Delists Stock, No Other Listing Sought
STAR NEWCO: Seeks Extension of Exclusivity
STARTER CORP: Seeks To Reject Leases

SUN HEALTHCARE: Future Of Ballard Rehab Hospital In Doubt
TRANSTEXAS: Sues To Prevent Letter Of Credit Draw Down
UNITED COMPANIES: Equity Committee Objects To Clayton Advisory
VENCOR, INC: Ventas Extends June Rental Due Date

                   **********

AAMES FINANCIAL: Innovative Structure Improves Cash Flow
--------------------------------------------------------
AAMES FINANCIAL CORPORATION, a leader in subprime home equity
lending, announced the successful completion of actions to
improve its liquidity and cash flow position, and strengthen its
capital base.

The company finalized a new structure in June to monetize its
servicing receivable, as well as substantially reduce the burden
of making future servicing advances on the loans in the company's
servicing portfolio. In connection with this structure, the
company received approximately $50 million for certain of the
advances carried on its books. Additionally, the company received
the necessary approvals of the rating agencies, the
trustee and the monoline insurers on the company's securitization
trusts to engage a third party to make a significant portion of
future servicing advances on those pools, as part of the new
servicing advance structure.

Aames also announced that it signed a new forward loan sale
commitment with a highly-rated counterparty for up to $1.5
billion in production through May 2000. The forward agreement
will provide a substantial source of liquidity for the company's
projected loan production.

Aames announced that it is planning on completing its first 1999
securitization in the next quarter. In the June quarter, the
company decided to delay a securitization offering because of
volatile conditions in credit markets caused by interest rate
uncertainty and excess supply in the asset-backed security
market. In anticipation of the upcoming securitiztion, the
company will carry over a larger loan inventory position
into next quarter.

David Sklar, Aames' chief financial officer, noted, "We decided
that it was better from a shareholder value perspective to await
improved market conditions.  As a result, we will report a net
loss for the June quarter."

To further bolster its capital base, the company expects to raise
$25 million in new equity from the rights offering, underwritten
with a standby commitment from the company's largest shareholder,
Capital Z Financial Services Fund II. Capital Z's commitment is
subject to receipt of shareholder approval of an increase in the
company's common stock and preferred stock and a 1,000 to 1 stock
split of the outstanding preferred stock held by Capital Z and
certain of its designated purchasers. The company expects to hold
its shareholders' meeting in August. Because of administrative
delays involving the preparation of documents and filings, Aames
currently expects the offering to occur in August or September.
Capital Z has amended its agreement with Aames to provide that
the rights offering must occur prior to September 30, 1999
rather than June 30, 1999. Under the original agreement with
Capital Z, if the recapitalization had not occurred prior to June
30, the dividend rate on the preferred stock previously issued to
Capital Z would have increased from 6.5% to 15% and a warrant
issued to a Capital Z affiliate to purchase up to 3 million
shares of the company's common stock would have become
exercisable. The company said that each of its warehouse lenders
has agreed to amendments to avoid defaults due to the delay in
the rights offering and expected financial results for the June
30, 1999 quarter.

Mani Sadeghi, Aames' chief executive officer, stated, "These
actions will position Aames for a return to growth and
profitability by improving our liquidity and cash flow position.
The servicing advance funding structure is an innovative way to
improve current and future cash flow and reduce mid-month
volatility. The new forward contract provides a significant
degree of liquidity and flexibility for large portions of Aames'
future production, and we are prepared to execute our new core
funding strategy of 50% securitization beginning next quarter. We
are already seeing stronger results from our origination and
servicing operations as we ramp up our business. Finally, the
support from our largest shareholders and lenders gives us
confidence that we will have the needed capital to grow our
business and clearly position Aames as a prudent, profitable, and
innovative leader in the home equity market."

Aames Financial Corporation is a leading home equity lender, and
currently operates 101 retail Aames Home Loan offices serving 32
states, including the District of Columbia. Its broker division
operates 44 branches serving 46 states, including the District of
Columbia.


ACCESS BEYOND: Court Authorizes Trustee To Hire Counsel
-------------------------------------------------------
On June 30, 1999 the US Bankruptcy Court for the District of
Delaware entered an order authorizing the retention and
employment of Levine & Block as counsel to the Trustee
authorizing the Trustee to retain and employ Levine & Block as
counsel to the Trustee.


ADVANCED RADIO: Annual Meeting Set For September
------------------------------------------------
The 1999 annual meeting of Advanced Radio Telecom Corporation is
being held the Bellevue Hilton, 100 112th Avenue NE, Bellevue, WA
98004, on September 21, 1999 at 10:00 a.m. PDT. The purposes of
the annual meeting are to approve a $251 million equity
investment in ART; approve a 4 million share increase in the
number of shares issuable under the company's stated equity
incentive plan; elect two class III directors; and to attend to
any other business properly presented at the annual meeting.

The first and second items of business as noted must each be
approved by a majority of the shares of the common stock voted on
that proposal. The nominees for director who receive the greatest
number of votes will be elected directors.


AQUAGENICS: Blames Failed California Expansion
----------------------------------------------
The Miami Herald reports on July 13, 1999 that a Fort
Lauderdale company headed by the former chair of the
Broward County School Board is seeking court protection from
creditors.

Aquagenix, a publicly traded environmental company, filed for
Chapter 11 protection on Friday in U.S. Bankruptcy Court.
Its shares closed at 20 cents Monday, down 49 cents for
the day. In the past year, the stock has
traded as high as $1.56 1/4.

In filings with the Securities and Exchange Commission, Aquagenix
largely blamed a failed California expansion and former Chairman
Andrew P. Chesler for the company's woes.

In 1998, the company reported $16 million in revenue with a $13
million loss that included $9.1 million in one-time charges.
Among those charges: $682,000 in allegedly improper disbursements
to Chesler, who was removed on June 2, 1998. The company demanded
that Chesler repay the money to no avail.

Peter LeMay, the company's chief financial officer, said
Aquagenix plans to re-focus on what it does best: clearing
waterways of unwanted vegetation.

But first Aquagenix must restructure millions in debt -- the bulk
of which is owed to Equitable Insurance, LeMay said. Executives at
Equitable, which owns more than 6 percent of Aquagenix stock,
declined to comment.

"Aquagenix should not have been in the construction business in
California," said LeMay, who was hired in March.

LeMay said Chesler had expanded the company into California,
doing unrelated work such as installing sprinklers and building
roads. Those projects have not been profitable.  

Fischler, who owns 52,500 shares of Aquagenix stock or 1 percent
of the company, has been a director since September 1994.
Aquagenix, which employs about 100 people in Florida and North
Carolina, serves more than 3,000 clients in the southeastern
United States. The company plans no layoffs, and clients
will see no interruption in service, LeMay said.


BREED TECHNOLOGIES: Debt Catches Up To It
-----------------------------------------
The Detroit Free Press reports on July 13, 1999 that one
of the world's largest makers of air bags, collision sensors
and other auto safety devices seems headed for a crash.
Breed Technologies Inc., the creation of one of the most colorful
entrepreneurs in the auto supply business, has posted seven
straight quarterly losses.  It has closed almost half its plants
and has laid off 4,892 employees -- about 25 percent of its
workforce -- and has seen its stock price plummet to one-12th
what it was last year.

The Lakeland, Fla.-based supplier has defaulted on loans.
Creditors, demanding that it repay $900 million in debt, extended
their deadline for a third time last week.  They gave Breed
Technologies, which supplies safety systems to all the
Detroit-based automakers and more than a dozen foreign-based car
companies, until Oct. 12 to find a partner or a buyer.

Wasserstein Perella & Co., a New York investment bank, has been
hired to find buyers and negotiate a deal.  Jay Alix &
Associates, a Southfield-based consulting firm that advises
troubled companies, already was working with Breed.
Breed spokeswoman Gina McLean says the company probably won't
exist in its current form much longer, but it will not renege on
promises to automakers.  

Most analysts expect other safety-systems suppliers to buy
Breed's operations. The Florida company's largest rivals --
Cleveland-based TRW Inc. and Sweden's Autoliv AB -- are eager to
grab Breed's assets and compete for contracts.  If they don't,
creditors could shut it down. Or an automaker could buy the
supplier's factories as a last-ditch effort to continue
production and supply of the critical safety systems.
"The automakers could face a situation where things get so bad
that Breed can't keep producing," said Marc Santucci, automotive
analyst and president of ELM International, an East Lansing
consultant.

Allen Breed founded Breed Corp. in 1961 to design and
engineer crash-detecting sensors for the military.
Soon he thought about combining his sensors with a big
balloon in the steering wheel that inflated a fraction of a
second after an accident to prevent fatal head injuries.
Breed spent much of the 1960s and '70s pitching his concept in
Detroit -- with no success.  His luck changed in the '80s when
federal regulators and auto executives started seeing the
advantages of air bags -- a concept that entrepreneurs
and engineers in Europe were exploring.

Undaunted by decades of rejections, Breed clinched deals with Big
Three executives.  Many of them were reluctant to give
multimillion-dollar contracts to a relatively unknown company
that at one point had to design camera pens and a circular-shaped
hot-dog press to stay afloat.  Air bags caught on quickly. In
1987, about one in every 10 new cars had air bags -- mostly
luxury vehicles that sold air bags as an expensive option.
In 1988, about one in four vehicles had air bags. In 1989, 40
percent had them. By 1990, all cars sold in the United States
were required to have driver's-side air bags.  The long-
struggling company blossomed. It rocketed from $2.4 million in
revenues in 1987 to $89 million in sales five years later.

In 1993, a year after the company went public, sales reached $153
million.  In 1994 sales doubled to $324 million. Breed
Technologies was one of the most profitable suppliers in the
automotive industry.  But the ubiquity of air bags made the
business more difficult: As air bags became standard, more
companies competed in the lucrative market.  Meanwhile,
automakers ordered more and more -- and demanded bigger volume
discounts.

Competitors such as TRW decided to cut costs by automating
factories or hiring small suppliers with lower labor costs to
build their parts.  Competitors also started building electronic
sensors, which auto executives said eventually would replace the
electromechanical sensors Breed had pioneered.  By contrast,
Breed Technologies hired manual assemblers, many off the
unemployment lines, to make its electromechanical sensors by
hand.  Breed insisted that electromechanical sensors were
superior, and he refused to change to electronic sensors.

Another mistake: The company became obsessed with growth. It
decided to provide not only sensors and air bags but all kinds of
automotive safety products -- from seat belts to the very
steering wheels that contained sensors.  In October 1997, the
company purchased Allied Signal's safety restraint
operations for about $710 million -- an exorbitant price.
Shortly afterward, the company bought one domestic and two
European steering wheel manufacturers and even a leather-wrapping
operation -- all on credit.  In total, it acquired 11 companies
and took on more than $1 billion in debt.

But two years ago Breed developed cancer and gave up all day-to-
day and strategic responsibilities. His wife, Johnnie Cordell
Breed, took over as chairwoman.  Although Cordell Breed had been
deeply involved in the company's management, and is a self-made
millionaire from a travel business she operated before marrying
Allen Breed, analysts are unsure she could compensate for the
strategic missteps.  Her task becomes especially daunting
considering the timetable: Creditors again will come knocking
Oct. 12.  


BREED TECHNOLOGIES: Successful In Obtaining Debt Waivers
--------------------------------------------------------
BREED Technologies, Inc., recently announced it has obtained a
waiver of certain financial covenants related to its senior
credit facility. The waiver extends through October 12, 1999.

Terms of the waiver impose certain obligations upon Breed during
the waiver period which, if not complied with, could result in a
termination of the waiver and a default under the credit
facility. These obligations include, among other conditions,  
increased  interest rates for periods after August 1999, the
implementation  and  effectuation of a capital transaction
program to explore strategic  alternatives for the business,
increased reporting  requirements to Breed's lenders, and
additional lenders fees to be paid by the end of the waiver
period (subject to extension under certain  circumstances).  
Certain of the conditions are consistent with actions already
contemplated by Breed's management, and the management of the
company says it believes that all of the conditions are
achievable.  In addition, the waiver permits Breed to utilize net
proceeds from the sale of certain assets for general corporate
purposes, rather than the repayment of debt as required under the
credit facility.

Breed also confirmed that it has engaged the investment banking
firm of Wasserstein Perella & Co. to advise its Board of
Directors regarding Breed's capital transaction program.


CAI WIRELESS: Merrill Lynch & Co. Reports 0% Beneficial Ownership
-----------------------------------------------------------------
Merrill Lynch & Co., Inc. (on behalf of Merrill Lynch Asset
Management Group), has announced that it no longer holds any
beneficial stock ownership in CAI Wireless Systems Inc.


COMMERCIAL FINANCIAL: Awaits Ruling on Severance Pay
----------------------------------------------------
The Daily Oklahoman Knight Ridder/Tribune Business News reports
that a ruling on whether severance pay will be allowed for
1,590 employees of Commercial Financial Services Inc., who lost
their jobs because the company closed in June, is anticipated
Friday.

Dana L. Rasure, chief judge for the U.S. Bankruptcy Court for the
Northern District of Oklahoma, ruled earlier Thursday against a
preliminary injunction sought by three former employees that
would have prevented the payment.

Fred C. Caruso, president of the company that specialized in
collecting credit card debt, said that, if allowed, the affected
employees -- 261 in Oklahoma City and 140 in Tulsa still on the
job -- would be entitled to two weeks severance pay.

In return, the employees would give up their right to make other
claims, among them discrimination and negligence as well as
claims under the national Workers Adjustment and Retraining
Notification Act (WARN).

Employees still would retain all claims related to medical
insurance, a 401(k) plan, unemployment compensation benefits and
any claims that originated before the company filed for
bankruptcy on Dec. 11, 1998.

Caruso said the employees would have 45 days to sign a release
that advised them to see an attorney before signing. Even after
signing, they would have an additional seven days to reconsider
before a check was issued. The form was based on one used in 1994
by the Phillips Petroleum Co. of Bartlesville.

If all the eligible employees signed, it would cost CFS about
$2.2 million compared with about four times that amount if
efforts to implement the WARN Act were successful. That act calls
for 60 days notice to employees on the closing of a plant.

In testimony to the court, Caruso said any attempt to implement
the WARN Act would be opposed and, if necessary, appealed. Any
legal decision on the act likely would be a year off and appeals
would delay payment even longer, he said.

CFS believes its action in closing the company was necessitated
by unforeseen events that it was unable to avert and therefore is
not subject to the WARN Act.

Three former employees -- Farrah R. Fleming, Calvin Keydendall
and Mathew Hudson -- sought the preliminary injunction.

Their attorney, Shannon Davis, is seeking to expand their
separate adversary proceedings in bankruptcy court into a class
action suit.  Under the CFS proposal those employees who accept
severance pay would not be allowed to join in the class action
case.


COSMETIC CENTER: To Begin Liquidation
-------------------------------------
The Cosmetic Center, Columbia, Md., will not emerge from chapter
11 bankruptcy but will liquidate its 124 stores instead, The
Washington Post reported. The company, which sells discounted
cosmetics and fragrances, plans to close its stores by the
end of the year; it filed chapter 11 this past spring after four
years of losses. A recent analysis of the company showed the
industry is too competitive while the company's financial
problems are too deep. About 1,200 employees will lose their jobs
after the liquidation. (ABI 13-July-99)


CRIIMI MAE: Seeks Extension of Exclusivity; Equity Investment
-------------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) filed a motion with the Bankruptcy
Court to extend for an additional two months the Company's
exclusive period to file a plan of reorganization. The exclusive
period is currently scheduled to terminate on August 2, 1999. The
Company indicated in its motion that it was in negotiations with
a substantial party to finalize an agreement for an equity
investment of up to $200 million. This party is continuing its
due diligence review of the Company. This investment would
be part of an approximately $920 million funding of a plan of
reorganization consisting of the private placement of equity,
bank financing and the issuance of high yield debt. Although
there can be no assurances, the Company's financial advisor,
Wasserstein Perella & Co., expects that an agreement can
be executed by the end of July.

On October 5, 1998 CRIIMI MAE and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code. Before
filing for reorganization, CRIIMI MAE had been actively involved
in acquiring, originating, securitizing and servicing multi-
family and commercial mortgages and mortgage related assets
throughout the United States. Since filing for Chapter 11
protection, CRIIMI MAE has suspended its loan origination, loan
securitization and commercial mortgage-backed securities
("CMBS") acquisition businesses. The Company, however continues
to hold a substantial portfolio of subordinated CMBS and, through
its servicing affiliate, acts as a servicer for its own as well
as third party securitizations.


EDISON BROTHERS: Operating As DIP Reports Ongoing Losses
--------------------------------------------------------
Since March 9, 1999, when Edison Brothers Stores, Inc. and seven
affiliated companies filed in the United States Bankruptcy Court
for the District of Delaware a voluntary petition for
reorganization under Chapter 11 of title 11 of United States
Code, the company has continued in possession of its
properties and is operating and managing its business as
debtor-in-possession subject to Court approval for certain
actions of the company.

Monthly operating reports are filed with the Office of the United
States Trustee. In its latest filing for the period ended May 29,
1999, the company used two periods of reporting.  In the four
weeks ended on that date net loss sustained was 6.4 million on
revenue of 69.6 million.  In the 11.8 week period, also ended on
that date and including the 4 week period cited, net losses were
12.2 million on total revenues of 179.4 million.

The company's statements reflect both debtor and non-debtor
entities but Edison Brothers states that inclusion of the non-
debtor entities does not materially affect the financial
statements.


FAVORITE BRANDS: Latest Financial Statement Shows Loss
------------------------------------------------------
Favorite Brands International, Inc., operating as debtor-in-
possession, filed its latest monthly financial statement showing
a net loss for the month ended May 22, 1999, of $2,365,000 on
revenue of $60,600,000.


FEDCO: Target to Buy Store Sites in Southern California
-------------------------------------------------------
Target Stores, a division of Dayton Hudson Corp., will purchase
Fedco Inc.'s real estate assets, including its 13 Southern
California stores, according to a newswire report. Fedco will
cease its retail operations following the completion of its
liquidation sales. Fedco, which is operating under chapter 11
protection, has retained Schottenstein/Bernstein Capital Group to
conduct final close-out stores of remaining inventory, and upon
the court's approval, the group will temporarily close the Fedco
stores to take inventory before reopening them for liquidation
stales. Upon confirmation of the reorganization plan, Fedco
proposes that its current members will be entitled to
receive a coupon book, redeemable at Target stores, valued at
$300 in discounts and other offers. The company will use any
remaining assets to establish a non-profit foundation to
assist other charitable organizations in the communities Fedco
stores have served. Fedco was formed as a mutual benefit non-
profit corporation to offer merchandise values and various
services to benefit the community. It operates 10 membership
stores and three appliance and furniture centers. (ABI 13-July-
99)
    

FIRSTPLUS FINANCIAL: Bank One, Texas Seeks Relief From Stay
-----------------------------------------------------------
The debtors, FirstPlus Financial, Inc. And FirstPlus Special
Funding Corp., seek relief from the automatic stay with respect
to Bank One's claims for contribution and indemnity from the
debtors arising from a custodial agreement executed by German
American Capital Corporation, Bank One, and FirstPlus Special
Funding Corp.  GACC seeks to hold Bank One liable under the
Custodial Agreement for damages in excess of approximately $6.5
million.  Bank One states that cause exists for granting Bank One
relief from the automatic stay to permit Bank One to a)make
demand upon the debtors; and b)to amend its complaint to add the
debtors as additional defendants.  If the debtors are not joined,
Bank One will have to litigate its claims in two forums.


FIRSTPLUS FINANCIAL: Seeks To Sell Mortgage Loans
-------------------------------------------------
Financial has negotiated a Portfolio Loan Purchase and Sale
Agreement with U.S. Bank National Association NA under which US
Bank will, upon its review and approval, purchase free and clear
of all liens, claims, and encumbrances 2,790 encumbered HLTV
mortgage loans with a total face value of over $89 million.  The
open bid procedure requires competing bidders to submit bids
which exceed US Bank's purchase offer by at least 1.25% or
approximately $1.1 million.  If, under this example, a competing
bid was accepted, Financial would receive an additional $800,000
and US Bank would be entitled to a breakage fee of $300,000.

Financial seeks court authority to sell the 2,790 loans set forth
in the agreement.  Financial estimates that the proposed sale to
US Bank will generate approximately $85.5 million for the benefit
of certain secured creditors of the estate.  Financial will pay
Bear Stearns and RFC, as secured creditors, their portions of the
proceeds realized from the proposed sale which represent
collateral for their respective secured claims.

By separate motion, the debtor seeks approval of a compromise
settling certain disputes between Financial and US Bank arising
from the Purchase and Servicing Agreement.  US Bank shall pay to
Financial the amount of $3.1 million in final settlement of any
and all claims.


FIRSTPLUS FINANCIAL: Bank One Objects To Dismissal
--------------------------------------------------
Bank One, Texas NA objects to the motion of FirstPlus Special
Funding Corp. to dismiss the Chapter 11 case of FirstPlus Special
Funding Corp.

By separate motion, Bank One Texas, NA objects to the joint
motion to compromise a controversy with German American Capital
Corporation and related entities.  Bank One states that FirstPlus
Financial,Inc., FirstPlus Special Funding Corp. And German
American Capital Corporation have proposed a settlement that
cannot be approved by this court.

Special Funding was a bankruptcy remote vehicle of FirstPlus
created for the express purpose of engaging in loan transactions
with GACC.  In December, 1997, FirstPlus sold certain mortgage
loans to Special Funding under a Purchase and Sale Agreement.  
Special Funding borrowed money from GACC to purchase the Mortgage
Loans.  In connection with that loan, Special Funding executed a
Security Agreement in favor of GACC granting GACC a security
interest in the mortgage loans.

Bank One states that the settlement proposed should not be
approved because, as it related to the Special Funding estate it
contemplates dismissal of the Special Funding case without
specifying who will operate the entity post-dismissal; it does
not eliminate the costs of litigation; it is wholly unfair to the
general unsecured creditors of Special Funding; and it is
objectionable to the only creditor of the Special Funding estate
other than GACC and fails to disclose material terms of the
settlement to creditors.  The settlement cannot be approved
because creditors of Special Funding will be paid less under this
compromise than they would receive in Chapter 7.  More
significantly, Bank One argues, the Settlement permits FirstPlus,
the sole shareholder of SpecialFunding, to retain all of the
value attributable to the Special Funding estate without paying
unsecured creditors of Special Funding in full, in direct
violation of the absolute priority rule.  The settlement,
according to Bank One, constitutes a sub rosa plan of
reorganization which strips Bank One of its right to vote against
the proposal  and does not enforce the statutory requirement that
Bank One be paid in full before shareholders of Special Funding
can retain any property.

Under the terms of the settlement, FirstPlus will receive $6
million in cash from an escrow deposited by Special Funding.  At
the same time, GACC will receive the remaining $3.3 million of an
original $9.3 million deposit from the escrow to pay down GACC
secured debt.  Bank One opposes the settlement because, while it
resolves some issues between the debtor and GACC, it does not
resolve litigation with Bank One.


FLORIDA COAST: Ad Hoc Committee of Noteholders Objects To DIP
-------------------------------------------------------------
The Ad Hoc Committee of Noteholders, representing certain holders
of Series A and Series B 12 3/4% First Mortgage Notes Due 2003
issued by the debtors Florida Coast Paper Company, LLC and
Florida Coast Paper Finance Corporation, submits an objection to
the debtors' motion for entry of a third DIP Financing order.

The Noteholders say that their security interest in the paper
pulp mill is not being adequately protected.  The Mill is
deteriorating and the $1.5 million debt facility proposed by
Stone Container Corporation is not intended to assist the debtors
in reorganization, nor is it sufficient in amount to adequately
protect the Noteholders' collateral.  

The Noteholders have proposed their own credit facility to the
debtors in an amount up to $5 million.


FPA MEDICAL MANAGEMENT: Terminates SEC Registration/Duty To File
----------------------------------------------------------------
FPA Medical Management Inc., Miami, Florida, has filed
ceertification and notice with the SEC of termination of
registration with the Commission and the suspension of its duty
to file reports to that body.


HANBO STEEL: Nabors Consortium Named Priority Bidder
----------------------------------------------------
Creditor banks of insolvent Hanbo Steel have selected the
Nabors consortium of the United States as the priority bidder for
the bankrupt steel maker. The creditor banks named the consortium
of investment funds and steelmakers following a review of the bid
which was transferred to them through the New York branch of
Deutsche Bank, which absorbed Bankers Trust Co recently. The sale
of Hanbo Steel now depends on the outcome of final talks
with the Nabors consortium, comprised of Nabors Capital, an
affiliate of the world's largest oil exploration firm Nabors
Industries, Third Avenue Trust and Junghu Industry of South
Korea, among others.
  

HOME HEALTH: Tenth Order Approves Use of Cash Collateral
--------------------------------------------------------
On June 30, 1999 the US Bankruptcy court for the District of
Delaware entered a tenth order approving the debtors' use of cash
collateral.  A hearing to consider further relief in connection
with the motion and approval of the stipulation is scheduled for
August 5, 1999, at 9:30 AM.


IMAGYN MEDICAL: Seeks Order Authorizing Deloitte & Touche
---------------------------------------------------------
The debtors, Imagyn Medical Technologies, Inc., et al. seek
authorization to employ Deloitte & Touche, LLP as independent
auditors and accountants.

The firm will:
Continue the audit of the debtors' financial statements for the
year ended March 31, 1999 and, as agreed to by Deloitte & Touche,
when the firm deems it appropriate, provide consents in
conjunction with the filings with the SEC, assist the Debtors in
connection with preparing their filings on Form 10Q with the SEC,
and assist in responses to the SEC.  The firm will also continue
the audit of the financial statements of various employee benefit
plans sponsored by the debtors.

The firm will charge its current hourly rates ranging from $125
per hour to $600 per hour.  Deloitte & Touche was engaged by the
debtors to perform a number of services for which it was
compensated for its fees and expenses in the last year in the
approximate amount of $493,000.


INSILCO HOLDING: Annual Meeting Scheduled For July 22, 1999
-----------------------------------------------------------
The annual meeting of stockholders of Insilco Holding Co., a
Delaware corporation, will be held at the offices of Donaldson,
Lufkin & Jenrette at 277 Park Avenue, New York, New York, on
Thursday, July 22, 1999, at 9:00 a.m., local time.  Stockholders
will be voting to elect seven directors, each for a one-year term
expiring at the annual meeting of stockholders in 2000.  They
also will consider and vote upon amending the Insilco Holding Co.
Stock Option Plan to allow the grant of stock options to non-
employee directors under the Plan.

Owners of Insilco's common stock of record at the close of
business on July 6, 1999, will be entitled to vote at the
meeting.  A copy of the company's annual report for the fiscal
year ended December 31, 1998, was enclosed with each proxy
solicitation sent stockholders.


JPE INC: Company Engages Auditors Used By Majority Stockholders
---------------------------------------------------------------
On June 25, 1999, JPE, Inc. d/b/a ASCET INC engaged Ernst & Young
LLP, independent auditors, as the company's principal accountants
to audit its financial statements for the year ending December
31, 1999.  Ernst & Young was engaged to replace
PricewaterhouseCoopers LLP, independent accountants, who had
previously been engaged for the same purpose,  and whose
dismissal was effective on June 25, 1999. The decision to change
the company's accountants was approved by the company's Board of
Directors on June 25, 1999 and was based on JPE's desire to
appoint a new independent auditor after Kojaian  Holdings LLC and
ASC Holdings LLC (with whom Ernst & Young has had a long-standing
working relationship)  acquired a majority interest in the
company's outstanding shares of common and preferred stock on May
27, 1999.


KOMAG INC: 2nd Quarter Will Not Meet Analysts' Expectations
-----------------------------------------------------------
Komag, Incorporated, the world's largest independent supplier of
thin-film media for computer hard disk drives, announced revised
expectations for its second quarter ending July 4, 1999. The
company indicated that second quarter financial results will not
meet analysts' expectations.

Based on quarter-to-date actual results, the company now expects
that second quarter net sales will remain essentially flat  
sequentially on a modest growth of approximately  5% in unit  
sales.  In the first quarter of 1999 the company reported net
sales of $90.0 million on shipments of 10.1 million disks.

The company previously announced that second quarter unit  
shipments were expected  to grow 20-35%  sequentially  compared  
to first quarter actual unit shipments  due in large measure to  
completion of the acquisition  of the disk media  operations of
Western Digital  Corporation on April 9, 1999. Under the volume  
purchase agreement associated with this  acquisition WDC began to
purchase substantially  all of its  media  requirements  from  
Komag after the closing date.

"Unit shipments in the last month of the quarter have not
materialized as expected due to recent customer order reductions
and lower-than-expected volumes on certain new product  programs.  
In response to competitive market conditions our customers have  
reduced the number of disks and heads per drive to support the  
delivery of lower  priced disk drives to the rapidly  expanding,  
low cost segment of the PC market.  These customer actions, the
continuing imbalance between the supply  and  demand  for  disk  
products,  and the  lack  of  new data-intensive  applications  
continue to depress the financial  performance  of Komag and the
entire disk  industry,"  said Stephen C.  Johnson, president and
chief executive officer of Komag, Incorporated.

The lower-than-expected unit sales volume will further widen the
net loss for the second quarter of 1999 relative to both the
actual net loss for the first quarter and analysts' estimates for
the second quarter.  The company recorded a first quarter net
loss of $21.5  million,  or $0.40 per  share  based on 53.9
million  shares.  The current mean of earnings estimates for the
second quarter according to First Call is a net loss of
$0.55 per share, or approximately $35.0 million assuming 64.0  
million  shares.  The higher share count for the second quarter
is  attributable  to the additional 10.8 million common
shares issued as part of the consideration for the WDC
acquisition.

Due to expected lower unit volumes the company will have closed
the recently acquired WDC media operation at the end of June,  
nearly fifteen months ahead of an earlier transition plan. As
part of this accelerated closure the company has implemented work  
force reductions affecting  approximately  400  people,  or  20%  
of the post-acquisition headcount at the company's U.S.  
operations.  The company will record a second  quarter  charge  
related  to  these  work  force reductions and other closure
activities.

"We continue to have excellent success with new product  
qualifications at our customers,   but  industry   dynamics  are  
restricting our near-term   growth opportunities.  Additionally,
price pressures remain intense throughout the data storage
industry, thus heightening the need for cost efficiency in all
areas of our company.  The company's cost efficiency is highly  
dependent on effective capacity utilization due to the high fixed
cost structure of disk manufacturing.  Therefore, our immediate  
challenge is to carefully balance near-term operating
efficiencies  and  long-term  capacity  decisions  in a  market  
that has been extremely  volatile  and  difficult  to  forecast.  
We remain committed to take further actions to adjust our cost  
structure in relation to changing industry prospects," said
Johnson.


LAMONTS APPAREL: Terminates Merger Talks
---------------------------------------
On July 6, 1999, Lamonts Apparel, Inc. announced that it has
terminated potential merger discussions with Dallas Troutman and
Troutman Investment Company. Discussions with Troutman commenced
in January 1999 when Troutman Investment purchased approximately
one-third of Lamonts' stock, which was subsequently transferred
to Mr. Troutman's personal ownership.

Lamonts Apparel, Inc. operates 38 family apparel stores in
Alaska, Idaho, Oregon, Utah, and Washington. The company is well-
known in the Northwest as a retailer of such brand name apparel
as Alfred Dunner, Byer of California, Bugle Boy, Lee, Levi, Liz
Claiborne, Nike, Ocean Pacific, OshKosh, Rafaella, Sag Harbor,
and Woolrich. Lamonts is headquartered in Kirkland, Wash. in the
greater Seattle area and employs approximately 1,500 people.


LOEHMANN'S: Intends to Close 14 Stores
--------------------------------------
Loehmann's, Inc. (OTC:LOEHQ) announced  that it intends to seek
permission from the Bankruptcy Court for the District of
Delaware to close 14 of its under-performing stores. The intended
closings are part of the Company's on-going efforts within
chapter11 to reduce operating losses and focus its resources on
the primary East Coast, Florida and California regions. Following
the closures, Loehmann's will operate approximately 55 stores in
19 states. The Company proposes to close stores in Boston, Natick
and Burlington, Massachusetts; Memphis; Seattle; Cleveland;
Cincinnati; Merrick, New York; Ft. Lauderdale, Florida; West
Covina, Arcadia and Daly City, California; Danbury, Connecticut
and a clearance center in Queens, New York. The Company selected
the stores for closure based on profitability, market
demographics and its regional strategy, which includes operating
an appropriate number of stores for each market and exiting
markets where the Company is not competitive. Mr. Robert
Friedman, Chairman and Chief Executive Officer of Loehmann's
remarked, "Closing these under-performing stores is a crucial
step in restructuring our Company so that we can move forward
with a solid base of successful locations." Loehmann's, Inc. is a
leading specialty retailer of well known designer and brand name
women's and men's fashion apparel, accessories and shoes at
prices that are typically 30% to 65% below department store
prices. Loehmann's operates 69 stores in major metropolitan
markets located in 22 states.
  

MCA FINANCIAL: Amendment to Final Financing Order
-------------------------------------------------
The US Bankruptcy Court for the Eastern District of Michigan,
Southern Division, entered an order on June 28, 1999 to increase
the maximum amount of the loans from $5.275 to $5.705.  The
debtors are authorized to borrow an additional $430,000.  The cap
on surcharge is increased to $1.1 million.


MEDPARTNERS INC: Advisors Report 1.19% Beneficial Ownership
------------------------------------------------------------
The investment advisory firm of Manning  &  Napier  Advisors,  
Inc., has reported beneficial ownership of 2,380,489 shares of
common stock of Medpartners Inc.  Manning & Napier hold sole
voting power on 2,128,011 shares and sole dispositive power on
2,380,489 shares.  With the aggregate amount beneficially owned
at 2,380,489 the investment advisors hold 1.19% of the
outstanding shares of common stock of Medpartners Inc.


MORO CORP: Select Securities De-Registered Per Plan
---------------------------------------------------
Moro Corporation has filed a certification and notice of
termination of registration with the SEC covering Series A Common
Stock, par value $.01 per share, Redeemable Class A Warrants, and
Redeemable Class B Warrants.  All of the outstanding shares and
warrants of the classes of securities listed were cancelled by
order of the U.S. Bankruptcy Court for the District of Delaware,
dated May 7, 1999, approving the First Modified Chapter 11 Plan
of Reorganization of Moro Corporation. The classes of securities
described are no longer owned by any holders of record.

Shares of common stock par value $.001 per share, have been
(and/or will be) issued pursuant to the Court confirmed Plan of
Reorganization.  The shares of common stock issued (and/or to be
issued) pursuant to the Plan of Reorganization are expected to be
held by approximately 500 holders of record.


NEWCARE HEALTH: Declares Chapter 11 Bankruptcy, Operating As DIP
----------------------------------------------------------------
On June 22, 1999, Newcare Health Corporation and certain of its
subsidiaries filed voluntary petitions for protection under
Chapter 11 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the district of Massachusetts in Worcester,
Massachusetts, and are operating as debtors-in-possession. On
June 23, 1999, the Bankruptcy Court approved the company's
motions relating to the use of cash collateral, the payment of
pre-petition salaries, wages and benefits, and entered an order
approving a $1.4 million debtor-in-possession financing facility
by Healthcare Financial Partners, Inc.  



NUCENTRIX BROADBAND: Quaker Capital Corrects Ownership Statement
----------------------------------------------------------------
In connection with the corporate restructuring of Nucentrix
Broadband Networks Inc., under Chapter 11 of the United States
Bankruptcy Code, which became effective as of April 1, 1999, all
of the common stock of Nucentrix outstanding as of April 1, 1999,
was canceled and newly issued shares of common stock of the
company were distributed to the holders of the company's old
senior notes and convertible notes.

Each of the entities reported here directly or indirectly
acquired its common stock in the restructuring in exchange for
the cancellation of the company's old senior notes held by these
entities. Quaker Capital Partners I, L.P. is the direct
beneficial owner of 897,637 shares of common stock of
Nucentrix. Quaker Premier, L.P. is the sole general partner of
Quaker Capital Partners I, L.P., and, as such, may be deemed to
beneficially own the 897,637 shares of common stock held by
Quaker Capital Partners I, L.P. Quaker Capital Management
Corporation is the sole general partner of Quaker Premier, L.P.,
and, as such, may be deemed to beneficially own the 897,637
shares of common stock held by Quaker Capital Partners I, L.P.
Quaker Capital Management Corporation also may be deemed to
beneficially own (i) 480,026 shares of common stock which are
held by a variety of Quaker Capital Management Corporation's
investment advisory clients and (ii) 83,046 shares of
common stock held by Ridgeview Partners (41,523 shares) and the
Carol S. Schoeppner Trust FBO Mark G. Schoeppner (41,523 shares).  
480,026 of the shares with respect to which this item reports are
owned by a variety of investment advisory clients of the Quaker
firms.  Those clients are entitled to receive dividends on or the
proceeds from the sale of such shares.  No client is known to own
more than 5% of the class.

Quaker Capital Management Corporation has sole voting power
represented by 897,637 shares; shared voting power on 94,876
shares; sole dispositive power on 980,683 shares and shared
dispositive power on 480,026 shares.  The aggregate amount
beneficially owned by Quaker Capital Management
Corporation is 1,460,709 shares, representing 14.5% of the class
of outstanding common stock.

Quaker Capital Partners I, L.P. and Quaker Premier, L.P.  have
sole voting and dispositive power represented by the same amount
of shares, 897,637; but no shared voting or dispositive power
with Quaker Capital Management Corporation.  The aggregate amount
of shares of common stock  beneficially owned by Quaker Capital
Parners I, L.P. and Quaker Premier, L.P. is that shown, namely
897,637.  This amount represents 8.9% of the outstanding common
stock shares of Nucentrix.

The report was made due to Quaker Capital Management Corporation
ceasing to act as an investment advisor, effective as of June 24,
1999, with respect to one client that held 65,599 shares of the
class of securities noted, and because of Quaker Capital
Management Corporations' inadvertent overstatement in its
original schedule to the SEC of shares beneficially
owned by each of QCMC, QCPI and QP, which overstatement was said
to have been caused by a mathematical error.


PINNACLE BRANDS: Seeks To Retain Nightingale & Associates
---------------------------------------------------------
Pinnacle Brands, Inc. and its affiliates seek a court order
approving the retention of Nightingale & Associates, LLC as agent
of the Bankruptcy Court to docket and maintain the large number
of proofs of claim that will likely be filed in this case.  
Nightingale will receive its standard hourly rates charged by
Nightingale in these cases and its actual expenses.


SIRENA APPAREL: NASDAQ Delists Stock, No Other Listing Sought
-------------------------------------------------------------
The Sirena Apparel Group, Inc. announced on July 8, 1999 that its
common stock would be delisted from The Nasdaq Stock Market,
effective at the close of business on July 9, 1999. Sirena, which
filed a petition for bankruptcy protection under Chapter 11 of
the Bankruptcy Code on June 25, 1999, no longer meets The Nasdaq
Stock Market maintenance requirements. The Nasdaq Stock Market
halted trading in Sirena's common stock on June 8, 1999. In light
of its condition, the company does not currently intend to list
its common stock on any other trading market.

The company is a leading designer, manufacturer and marketer of
branded and private-label swimwear, intimate apparel and
resortwear under well-recognized brands that include Anne Klein,
Liz Claiborne, Elisabeth, Sirena, Rose Marie Reid, Hang Ten, and
Jezebel.


STAR NEWCO: Seeks Extension of Exclusivity
------------------------------------------
The debtor, Star Newco, Inc. seeks a court order extending the
period within which the debtor shall have the exclusive right to
file a plan of reorganization and to solicit acceptances thereof.

The debtor seeks to enlarge the Exclusive Filing Period by an
additional one hundred twenty days, through and including
November 5, 1999 and the right to solicit acceptances through
January 4, 2000.  Extending the exclusive periods will enable the
debtor, in consultation with the Creditors' Committee and other
creditor constituencies to continue to prosecute the
environmental litigation in which the debtor is involved to see
whether a negotiated resolution can be achieved in the litigation
and to determine whether the debtor's streamlined business
operations can function effectively and profitably now that the
debtor has sold its Elgen Division and refocus its efforts on its
core business.

The debtor says that it has been able to reduce its debt from
$8.3 million to just under $5.3 million.  The debtor filed this
case less than ten months ago and the debtor's new business plan
has been in effect for about six month, most of which is during
the debtor's "slow" season.


STARTER CORP: Seeks To Reject Leases
------------------------------------
The debtors, Starter Corporation, et al., seek to reject certain
leases with AT&T Systems Leasing Corporation, Ikon Office
Solutions d/b/a IOS Capital Inc. and Mercantile Leasing
Corporation.  The debtors say that they are now burdened by
unnecessary equipment, and that they have exercised sound
business judgment in selecting the rejected equipment leases.


SUN HEALTHCARE: Future Of Ballard Rehab Hospital In Doubt
---------------------------------------------------------
The Business Press, Ontario, Calif. Knight Ridder/Tribune
Business News reports that the future ownership of Ballard
Rehabilitation Hospital in San Bernardino remains in
doubt while its current owner's financial distress deepens.

Ballard is owned by Sun Healthcare Group Inc. of Albuquerque,
N.M., whose financial difficulties may be driving the company
into bankruptcy court.

On July 1, the company announced it failed to make a bank loan
payment of $19.5 million. Sun's total bank loan, a senior credit
facility, is held by several banks and amounts to more than $800
million.

The banks holding the loan, acting on provisions in the loan
agreement, previously stopped Sun from making an interest payment
on its bonds due May 31. In a statement, Sun said it believed it
had enough cash for day-to-day operations.

Sun, which operates skilled nursing facilities and distributes
medical supplies, is in the process of divesting its
rehabilitation hospitals, including the 60-bed Ballard facility.
Its financial difficulties may stymie that plan, though.

"Sun has a buyer (for the rehab hospitals) and funding has been
secured," said Robert Herrick, chief executive officer of
Ballard. "But there is now speculation about bankruptcy, and it
seems a question of which will happen first, that or closing the
sale."  Herrick would not name the buyer.

Sun expects additional problems from the Balanced Budget Act of
1997, which has gradually reduced Medicare payments and funds
California can pay out for Medi-Cal.

Payments for rehabilitation services were also capped, as of Jan.
1, at $1,500 per beneficiary. That will impact Ballard, which
derives 50 percent of its revenue from Medicare and another 25
percent from Medi-Cal, according to Herrick.

On June 29, Sun's stock was delisted from the New York Stock
Exchange. Sun's last trade, on June 28, was at 37 cents, down 98
percent from its 52-week high of $18.63. It is now quoted as a
bulletin board stock.

Sun has 10 local facilities in several cities between Pomona and
Indio.  Most offer skilled nursing services. Ballard is the only
one of those facilities limited to rehab services. In total, Sun
has nearly 600 facilities in five countries.


TRANSTEXAS: Sues To Prevent Letter Of Credit Draw Down
------------------------------------------------------
TransTexas Gas Corp. has filed an adversary proceeding against
workers' compensation insurers Zurich Insurance Co. and the Home
Insurance Co. seeking, among other things, to prevent Zurich from
drawing down on letters of credit securing the policies. The
lawsuit, filed June 21 in the U.S. Bankruptcy Court in Corpus
Christi, Texas, also seeks a permanent injunction against Zurich,
the turnover of funds that the insurers hold in excess of the
coverage, and an estimation of claims for allowance purposes.
Allowing Zurich to draw down on the letter of credit would cause
the natural gas explorer and producer "immediate and irreparable
injury" as well as jeopardize reorganization efforts because
under its debtor-in-possession credit agreement with Bank of New
York, the lender is entitled to offset the letter of credit draw
against the DIP revolver "thereby depleting the Debtor's limited
available funds with which to operate during bankruptcy,"
TransTexas charged. (The Daily Bankruptcy Review and ABI
Copyright c July 12, 1999)


UNITED COMPANIES: Equity Committee Objects To Clayton Advisory
--------------------------------------------------------------
The debtors seek approval to employ Clayton Advisory, Inc. to
provide services with respect to bulk sale dispositions of REO
properties, and to consummate bulk sales of REO properties.  The
Equity Security Holders Committee objects to the relief sought by
the debtors, stating that the bulk sale dispositions are outside
the course of the debtors' ordinary business and that the bulk
sales might result in unacceptably depressed prices.  The Equity
Committee asks that the court at least impose certain safeguards
providing a "floor" acceptable to the Equity and Creditors'
Committee.  Equity also objects to the $75,000 retainer to be
paid to Clayton in that it should be a percentage of the purchase
price of the bulk sales.


VENCOR, INC: Ventas Extends June Rental Due Date
------------------------------------------------
On July 7, 1999, Vencor, Inc. announced that it and Ventas, Inc.
have entered into further interim arrangements in which Vencor
has agreed to make the June 1999 rental payments on various
specified dates during July.  Vencor and Ventas also have
extended their existing standstill and tolling agreements.  As
extended, Ventas cannot exercise any remedy under the master
leases through August 5, 1999 (or five days following any failure
by Vencor to make any payment of June rent as rescheduled in
accordance with the agreement) and neither party can bring
any action against the other through August 5, 1999 unless Vencor
fails to make such rescheduled payments.  Vencor will have until
August 10, 1999 to cure any default related to the non-payment of
the July rent.

Negotiations are continuing on an agreement for a permanent re-
structuring of Vencor's financial obligations and a sustainable
capital structure. Vencor reiterated that any such agreement is
likely to result in existing Vencor stock having little if any
value.

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


                    **********

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published by Bankruptcy Creditors' Service, Inc.,
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Debra Brennan, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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