TCR_Public/990728.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 28, 1999, Vol. 3, No. 143                                              

BIO RECYCLING: Seeks Relief In Bankruptcy Court
BRADLEES: Extension Of Tender Offer For Option Agreement
CENTENNIAL COAL: Seeks To Reject Certain Leases
FACTORY CARD: SEC Replies to Objections re: Equity Committee
FIX-CORP INT'L: Amends Bnakruptcy Filing

FRONTIER AIRLINES: DDJ Reports July Sales Of Common Stock
FORSTMANN & CO: Files Chapter 11
GANTOS INC: Less Than 5% Beneficial Ownership Reported
GENEVA STEEL: Judge Rejects Bonus and Severance Plan
GIBSON GREETINGS: Expects Loss In Second Quarter 1999

GLENAYRE: Reports Second Quarter Earnings
HAYES ASIA PACIFIC: Zoom Telephonics Completes Acquisition
HECHINGER: Committee Taps Pepper Hamilton as Co-Counsel
HOME HEALTH: Last Date For Creditors To File Proof of Claim
INTILE DESIGNS: Case Summary & 20 Largest Unsecured Creditors

LIBERTY HOUSE: Order Authorizes Auction/Auctioneer
LIGGETT GROUP: Rules Out Bankruptcy as an Option
LOEHMANN'S INC: Creditors Committee Supports Extension for Leases
LONG JOHN SILVER: Seeks Approval of Settlement

MEDPARTNERS: KPC GlobalCare To Quadruple With Acquisition
MONTGOMERY WARD: Unsecured Creditors To Split $650 Million
MONTGOMERY WARD: Signature Group Closes Two Call Centers
NATIONSWAY: Seeks Approval of Bonus Program

NU-KOTE: HP Whites Out Nu-kote In Patent Suit
OXFORD HEALTH: "Winding Down" Heritage Management Agreement
SERVICE MERCHANDISE: Going Back To Basic Product Categories
SOUTHERN PACIFIC FUNDING: Committee Seeks OK To Trade Claims
SYSTEMSOFT CORP: Files For Authority to Waive Exclusive Period

THORN APPLE: IBP Purchases Assets For $117.5 Million
UNITED COMPANIES: Committee Taps Arthur Andersen
UNITED COMPANIES: Moody's Downgrades Debt Ratings
UNITED PETROLEUM: Objection to Disclosure Statement


BIO RECYCLING: Seeks Relief In Bankruptcy Court
A Fontana-based company with dreams of recycling organic
wastes into marketable byproducts is seeking relief from
creditors in U.S.  Bankruptcy Court after cost overruns
on a fertilizer plant led to spiraling debt.

Biorecycling Technologies Inc. - which currently employs
about five people - has shut down its operations in
Fontana and disconnected its phones.  The firm plans to
move into a small office in Upland while it reorganizes,
said attorney Stephen R. Wade of Lewis, D'Amato, Brisbois &
Bisgaard LLP in San Bernardino.  Wade is representing the
company in the bankruptcy filing.

The company filed for Chapter 11 bankruptcy protection
last month in U.S. Bankruptcy Court in Riverside.
In preliminary filings, the company claimed assets of $
831,322 and liabilities of nearly $ 3.7 million.

Biorecycling Technologies ceased construction on its
proposed Noble Fertilizer plant near Fresno last year due
to anticipated cost overruns of $ 1.2 million, Wade said.
"That's really what precipitated this (bankruptcy) filing,"
he said.  Wade did not have a total construction figure for the
plant, but said the company quit the project because it couldn't
afford the overruns without a new influx of capital.

The Fresno facility, which was never completed, was supposed
to convert 92,000 tons of farmland manure and 100,000 tons
of green waste each year into fertilizer, soil amendments
and electricity, though most of the latter would have been
used to run the plant, according to company press releases.
Without revenue from the completed project, the company
had difficulty paying its bills and defaulted on several
real estate leases, Wade said.

The bankruptcy filing represents the company's second shot
at a fix: In May, Biorecycling Technologies proposed a
settlement to its 200-plus creditors, and all but two of
them accepted, Wade said.

Because acceptance wasn't unanimous, the company could not
carry out the plan and had to turn to bankruptcy court,
he said.  Wade said he believes the case will proceed quickly,
since most of the creditors already accept the company's
payment plan.  The objecting creditors don't have enough votes to
block the plan in bankruptcy court if it gets the same show of
support it did in May, he explained.  He would not name the
dissenting creditors or discuss details of the payment plan.

BRADLEES: Extension Of Tender Offer For Option Agreement
Bradlees, Inc. and its wholly-owned subsidiary, Bradlees Stores,
Inc., announce they are extending the period of time for which
their tender offer for an option agreement with respect to
$13,993,956 principal amount of 9% Convertible Notes of Bradlees
Stores, Inc. will remain open.  The tender offer was initially
scheduled to expire at 12:00 midnight, New York City time, on
Wednesday, July 21, 1999.  The tender offer will now expire at
12:00 midnight, New York City time, on Monday, July 26, 1999.
The terms of the offer remain the same.

Bradlees is a leading regional discount retailer with 102 stores
in seven Northeastern states and 1998 sales of $1.4 billion.  The
company plans to open two additional stores in October, the first
new stores to be opened in four years.  Bradlees offers an
assortment of merchandise, focusing on basic and casual apparel,
basic and fashion items for the home, and commodity and
convenience products.

CENTENNIAL COAL: Seeks To Reject Certain Leases
The debtors, Centennial Coal, Inc. seeks an order authorizing and
approving the rejection of certain unexpired leases.  The debtors
seek authorization to reject the Office Lease relating to the
debtors' administrative headquarters in Louisville Kentucky and
the related Equipment Lease, effective as of July 31, 1999.  The
debtors have determined that it is in their best interests to
consolidate their administrative and mining operations into one
office, to be located at the Mining Headquarters.

FACTORY CARD: SEC Replies to Objections re: Equity Committee
The SEC replies to the objections of the debtors, Factory Card
Outlet Corp., et al. the Official Committee of Unsecured
Creditors, and the US Trustee to the motion for the appointment
of an Official Committee of Equity Holders.  The SEC represents
that the appointment of an Equity Committee is necessary to
ensure the adequate representation of the shareholders of record
of Factory Card Outlet, Corp.

The SEC argues that the appointment of an equity security holders
committee will not unduly delay these proceedings, that the
debtor's stock is widely held with relatively small holdings by
officers and directors, that costs attributable to an official
equity committee are not disproportionate to the benefits
provided by such a committee.

FIX-CORP INT'L: Amends Bnakruptcy Filing
---------------------------------------- Fix-Corp International
(OTC:BB:FIXC ) announced the company has amended its Chapter
11 bankruptcy filing to include FIXCOR Industries, Inc.,
the company's major operating subsidiary.  "This action is
part of our larger, overall plan for restructuring the entire
company," said Mark P. Hershhorn, Fix-Corp chairman and chief
executive officer. "Securing Chapter 11 protection for FIXCOR
Industries will help us execute the plan properly." Fix-Corp
International filed for Chapter 11 protection on Feb. 17,
1999 with the U.S. Bankruptcy Court. In late April the company
received Court approval for a new management team. On June 28,
the company announced 1998 losses totaling $ 17.6 million.
Fix-Corp's new bankruptcy counsel, Benesch, Friedlander, Coplan
& Arnoff, LLP, effected today's amendment to the company's
bankruptcy proceedings. The firm will also represent Fix-Corp's
subsidiaries in bankruptcy actions.  Fix-Corp International,
Inc. is a recycler of post-consumer high density polyethylene
(HDPE) and a producer of recycled post-consumer plastic resin
pellets. Fix-Corp International also reclaims and recycles
both oil and plastic from post-consumer HDPE motor oil. The
company is based in Heath, Ohio.  

FRONTIER AIRLINES: DDJ Reports July Sales Of Common Stock
DDJ Capital Management, LLC, B III Capital Partners, L.P.. and
DDJ Capital III, LLC, in regard to Frontier Airlines Inc, reports
that the Fund presently beneficially owns, and DDJ Capital III,
LLC and DDJ presently beneficially own, as general partner and
investment manager, respectively, of the Fund, 3,455,229 shares
of common stock (including the warrants to purchase 716,929
shares of common stock), or approximately 20.9% of the
outstanding shares of Frontier.

On July 20, 1999, B III Capital Partners, L.P. wrote 540 February
2000 Call Options with a strike price of $20 in consideration for
cash in the amount of $133,645.50.  The Fund also wrote 100
February 2000 Call Options with a strike price of $17.50 in
consideration for cash in the amount of 34,748.83.  All such Call
Options were traded on public markets and there are no written

On July 22, 1999, the Fund wrote 450 February 2000 Call Options
with a strike price of $20 in consideration for cash in the
amount of $102,934.03.  The Fund also wrote 50 February 2000 Call
Options with a strike price of $17.50 in consideration for cash
in the amount of $17,374.41. These h Call Options were also
traded on public markets and there are no written agreements.

Below is an itemization of all purchases and sales of shares of
common stock since July 2, 1999.  The transactions were made for
cash in open market transactions.

           07/02/99  SALE         (13,700)        $221,038.00
           07/06/99  SALE         (10,000)        $161,569.60
           07/07/99  SALE          (5,000)         $81,722.27
           07/08/99  SALE          (4,500)         $74,112.52
           07/12/99  SALE        (298,000)      $4,968,232.88
           07/14/99  SALE          (6,500)        $110,715.04
           07/15/99  SALE         (22,000)        $380,151.70
           07/16/99  SALE         (35,300)        $621,121.58
           07/19/99  SALE         (60,000)      $1,084,289.79
           07/20/99  SALE         (17,300)        $317,357.90
           07/21/99  SALE         (23,000)        $423,671.15
           07/22/99  SALE         (39,500)        $722,759.09

FORSTMANN & CO: Files Chapter 11
Fabric company Forstmann & Co. Inc., founded in 1904, said that
it filed for chapter 11 protection Friday and that it has
received $50 million in emergency funding, according to Reuters.
The New York company cited falling demand, excess capacity and
unfair foreign trade practices for the problems in its core
business of wool fabric production. Bank of America leads the
lending group providing the debtor-in-possession financing for
the company, which supplies wool fabrics for consumer clothing.
The company's executives expect to finder merger or acquisition
partners and "emerge from this process a stronger, more
competitive company," President Rod Peckham said. The company has
brought in an interim COO from a turnaround consulting firm. (ABI

GANTOS INC: Less Than 5% Beneficial Ownership Reported
Elliott Associates, L.P., a Delaware limited partnership,
Westgate International, L.P., a Cayman Islands limited
partnership, and Martley International, Inc., a Delaware
corporation, have ceased to be the beneficial owner of more than
five percent of the outstanding common stock of Gantos Inc.

Elliott currently beneficially owns a total of 318,595 shares
of common stock, consisting of 273,100 shares of common stock
held outright and warrants exercisable for an additional
45,495 shares of common stock.  Westgate and Martley together
beneficially own warrants exercisable for 45,495 shares of
common stock.

Elliott's beneficial ownership of 318,595 shares of common
stock constitutes 4.05% of all of the outstanding shares of
common stock, together with sole voting and dispostitive power
over those shares.  Westgate and Martley's aggregate beneficial
ownership of 45,495 shares of common stock constitutes .58%
of all of the outstanding shares of common stock of Gantos
Inc. Westgate and Martley share voting and dispositive power
over the aggregate number of shares held.

GENEVA STEEL: Judge Rejects Bonus and Severance Plan
A federal bankruptcy judge has rejected Geneva Steel's proposed
$1.2 million executive bonus and severance plan.  Geneva lawyers
said the money would have helped retain executives during the
company's reorganization.

The retention money would have boosted six top executives'
salaries 50 percent to 75 percent, including Chief Executive
Officer Joe Cannon, who made $ 487,708 last year.

Another 31 managers would have received a 25 percent bonus.
Executive Vice President Ken Johnsen said the decision
this week by Judge Glen E. Clark wasn't a popular one
among Geneva's elite.  "We were disappointed," he said. "We think
it was an important process in the reorganization."

Clark ruled that under Chapter 11 bankruptcy regulations,
Geneva Steel's 36 key employees are not entitled to
severance pay or emergence bonuses.

Johnsen said the judge did give Geneva some options,
however. "We've been given some ideas on what might be
acceptable," he said. "We will consider that, but frankly
right now, we haven't decided what to do."

The United Steelworkers of America was pleased with the

"It was an unreasonable request," said Kelly Hansen,
financial secretary for the steelworkers local. "Management
has the right to manage, but in this instance we were
obligated to speak up."

The union got 900 signatures on a petition opposing the
retention program and submitted it to the court.  Employees were
also concerned bonuses would be paid even if executives found new

"If there hadn't been any opposition I think it probably
would have gone right through," Hansen said. "But we were
able to help the court make the right decision."

The court's ruling comes a few weeks after the company
reported slowing losses.

GIBSON GREETINGS: Expects Loss In Second Quarter 1999
Gibson Greetings, Inc. says that based on preliminary analysis of
its results for the second quarter ended June 30, 1999, the
company expects to report a loss ranging from $1.54 to $1.64 per
diluted share.  Gibson also said that it expects to report a loss
for the full year as compared to net income of $0.13 per diluted
share reported in 1998.

The loss in the second quarter of 1999 is attributable to several
factors, according to the company, including the impact of
accounts that were lost in the second half of 1998, continuing
costs associated with the setting up of new accounts that were
signed in the fourth quarter of 1998 and the first quarter of
1999 which are treated as period costs, higher product
returns, increased business acquisition costs, and higher
operational costs.  The quarter also included pretax charges of
approximately $1.1 million of severance and other costs
related to staff reductions and a $21.2 million write down of
Silly Slammer inventory.

In April 1999, Gibson Greetings stated that it had become clear
that certain components of its strategy were not working and that
it had embarked on a thorough review of its entire organization,
including each of its core businesses and product lines, to
identify opportunities to create a leaner business.  Although the
company says this review is ongoing, it has made the decision to
seek a buyer for its Silly Slammer business.  With the company's
focus on its core card line, alternative card business and
its expanding role as a provider of creative content to the
Internet, it believes the Silly Slammer brand can best be
marketed outside of Gibson.  Until a transaction is completed,
the company will continue its commitment to its retailers and to
the Silly Slammer brand.  However, certain Silly Slammer product
lines introduced in 1997 and 1998 will not be supported and the
write down noted above is recorded in the second quarter.  The
primary focus going forward will be on licensed products,
including NASCAR, other sports and entertainment products.

For the second quarter of 1998, Gibson reported net income of
$5.6 million on revenues on $105.0 million.  Gibson expects to
release its actual financial results for the second quarter the
second week of August.  "Despite extensive reductions in our
fixed costs over the last year, our costs remain too high for
existing sales levels.  We are aggressively attacking this
problem on a number of fronts including our $35.0 million
investment in new, more efficient information technology
systems," said Frank O'Connell, Gibson chairman, president and
chief executive officer.   "We are in a continuing process of
delineating a new strategy for the company which focuses on the
core card business and we are shedding unprofitable product
lines.  Our intent is to restructure the business so that it is
more responsive to the market-place and able to adapt to changing
consumer tastes quickly," O'Connell added.

Gibson Greetings, Inc., is an industry innovator in the greeting
card business, and is pursuing a strategy of marketing
relationship-fostering products that provide strong entertainment
value.  Gibson distributes more than 24,000 individual
relationship communication products (over 5,000 new
products last year), including greeting cards, gift wrap, party
goods, licensed products and Silly Slammers(R), America's
favorite "beanbags with an attitude."  

GLENAYRE: Reports Second Quarter Earnings
Glenayre Technologies Inc. (Nasdaq: GEMS) reports results for the
second quarter ended June 30, 1999.  On July 14, 1999, the
company announced that results would fall short of expectations.

Net sales for the second quarter of 1999 decreased 24% to
$62.1 million from $81.9 million for the second quarter of
1998. Net sales decreased primarily as a result of lower
net sales to paging customers. Loss from operations for
the second quarter of 1999 was ($91.1) million compared to
a loss of ($4.5) million for the second quarter of 1998.
The second quarter 1999 loss included non-recurring
charges of approximately $78 million primarily to increase
reserves for i) doubtful notes, receivables and inventories
associated with Conxus, which filed bankruptcy in May
1999, and ii) receivables from other carriers. Resulting
net loss per share increased to ($0.99) per share for the
second quarter of 1999 from ($0.05) per share loss for
the second quarter of 1998.

Net sales for the six months ended June 30, 1999, decreased
25% to $132.1 million from $176.4 million for the same
period of 1998. Loss from operations for the six months
increased to ($101.0) million from ($4.6) million. Net loss
per share increased to ($1.01) per share for the six months
from ($0.05) per share loss for the same period of 1998.

In its July 14, 1999, earnings pre-announcement, the company
stated that it would conduct further restructurings during
third quarter 1999. The first initiative will relate to
the company restructuring its overall global activities,
which will be announced by the end of the third quarter.
The company expects to record third quarter charges
between $10 million and $15 million associated with these
changes. Secondly, Glenayre expects to record a $50 million
to $60 million writedown of goodwill and other intangibles
in the third quarter 1999 related to its Wireless Access
pager business. The writedown will result primarily from
lower than expected financial results attributed to a
slowdown in worldwide paging and the buildout of two-way
paging systems.

"As we previously reported, paging orders and sales were
significantly less than expected during the quarter,
offsetting improved results, including operating income,
from the company's Integrated Networks and microwave
product groups," stated Eric L. Doggett, appointed as
Glenayre's president and chief executive officer last month.
"Additional information on the strategic actions we are
implementing to return Glenayre to growth and profitability
will be communicated within the next 60 days."

Glenayre's second quarter 1999 earnings teleconference
will be held Tuesday, July 27, 1999, at 8:00 a.m. EST. To
listen to the call, dial (913) 981-5510.  Replay of the
teleconference will be available from noon, Tuesday, July
27 through Friday, July 30, by calling (719) 4570820.
Reference access code 740589.

For over 30 years, Glenayre has been developing and
providing leading edge personal telecommunication systems,
including products for paging and cellular networks.
The company has approximately 2,000 employees, and products
installed in over 100 countries. Additional information
about Glenayre is available on the company's Web site at:

HAYES ASIA PACIFIC: Zoom Telephonics Completes Acquisition
Zoom Telephonics, Inc. [NASDAQ:ZOOM] has completed its
acquisition of Hayes Asia Pacific, the last piece of the
bankrupt modem manufacturer to become part of Zoom. Meanwhile
Zoom itself reported a quarterly loss of $719,000.

In a series of purchases totaling about $6.4 million, Zoom
took over the European and Asia/Pacific arms of Hayes as
well as trademarks, product rights, firmware, and tooling
for all of the Norcross, Ga., company's modem brands
except its EZ-Jack line, which went to California modem
maker Xircom, Inc. Zoom will also continue manufacturing
modems under its own Zoom name.

Some Hayes Accura products will be sold through retail
channels in Europe, Zoom said, but in the US, Hayes products
will be sold only through value-added resellers.

In the quarter ended June 30, Zoom lost $719,000 on revenues
of$ 15.8 million, somewhat narrowing its loss from $1.6
million on revenues of $12.2 million in the corresponding
quarter last year. About 10 percent of sales in the 1999
quarter was Hayes products, company officials said.

Hayes filed for protection under Chapter 11 of the US
Bankruptcy Act in the state of Delaware last October,
and closed its doors in January. Its assets were auctioned
this spring.

Company spokespeople told Newsbytes last fall that Hayes
ran into trouble because its sales failed to keep up with
its research and development spending.

Hayes dominated the modem market in the 1980s, when
compatibility with standards set by Hayes defined modems
in much the same way that compatibility with IBM personal
computers defined PCs. The company began to falter in the
1990s, though, and in 1996 was forced to file for Chapter
11 protection for the first time.

Zoom Telephonics also hired several senior members of Hayes'
former engineering, sales, and marketing teams.  Zoom Telephonics
is at http://www.zoom.comon the Web.

HECHINGER: Committee Taps Pepper Hamilton as Co-Counsel
The Official Committee of Unsecured Creditors of Hechinger
Investment Company of Delaware, Inc. et al., seek a court order
authorizing the employment and retention of Pepper Hamilton LLP,
nunc pro tunc to June 24, 1999 as co-counsel for the Creditors'

The firm will perform professional services including but not
limited to:

Attending hearings pertaining to the case as necessary;

Reviewing applications and motions filed in connection with the

Communicating with Otterbourg, Steindler, the Committee's lead
counsel, as necessary;

Communicating with and advising the Committee and attending
meetings of the Committee;

Providing expertise with respect to the proceedings and
procedural rules and regulations; and

Performing all other services for the Committee that are
necessary for its co-counsel to perform in the cases.

The Committee intends to work closely with Otterbourg, Steindler
to insure that there is no duplication of services.

Pepper has advised the Committee that the rates applicable to the
principal attorneys and paralegals proposed to represent the
Committee are:

David B. Stratton - $325
David M. Fournier - $240
Tara L. Lattomus - $160
Monica Loftin - $160
Andrea B. Unterberger - $115
Jaymi H. Cook  - $105
Jason A. Thompson -  $75

HOME HEALTH: Last Date For Creditors To File Proof of Claim
The debtors, Home Health Corporation, and its affiliated debtors,
filed a notice of last date for creditor and interest holders to
file proofs of claim or interest.

On July 14, 1999, the Bankruptcy court signed an order
establishing August 23, 1999 at 4:00 PM as the last date and time
for filing proofs of claims or proofs of interest against any one
or more of the debtors.  

INTILE DESIGNS: Case Summary & 20 Largest Unsecured Creditors
Debtor:  Intile Designs, Inc.
         9716 Old Katy Road, Suite 110
         Houston, TX 77055

Type of business: Intile Designs, Inc. is a direct importer and
distributor of domestic and foreign ceramic tile, marble swimming
pool tile and related home design products.

Court: Southern District of Texas

Case No.: 99-34760-H1-11    Filed: 05/14/99    Chapter: 11

Debtor's Counsel:  
Thomas S. Henderson
Sheinfeld Maley & Kay PC
3700 First City Tower
1001 Fannin St.
Houston Tx. 77002

(713) 658-8881                  

Total Assets:            $3,395,100
Total Liabilities:       $7,229,776

No. of shares of preferred stock              0          0
No. of shares of common stock         4,791,509        140  

20 Largest Unsecured Creditors:

   Name                                            Amount
   ----                                            ------
Vallelunga                                         172,754
Ceramiche Saime                                    137,933
Ceravisuib Jati Ci, M KTD                          133,190
Italgraniti                                        125,049
ABK Campeginese                                     88,617
Commercial Finance Group                            87,679
Customs Import Services                             74,098
Marketing & Trading Agency                          67,588
Tuscania                                            66,106
Balgres/Port Galileo Corp                           60,686
Cuoghitalia/Atlantic                                53,497
Powerline Imports, NC                               53,205
Leonardi & C. SRL                                   48,470
Ceramiche Sole                                      48,185
Halcon                                              43,686
Forlivesi                                           43,533
Ceramica Monica SRL                                 42,641
Diago Cermicas                                      40,343
Alcorense, SA                                       40,219
Mulia                                               39,064

LIBERTY HOUSE: Order Authorizes Auction/Auctioneer
The US Bankruptcy Court, District of Hawaii, entered an order
authorizing the debtor to employ Marty McClain and McClain
Auctions as auctioneer on such terms as are acceptable to the
Office of the US Trustee.  The debtor is authroized to conduct a
private sale/and or public auction of certain assets which
consist of store furniture, fixtures, equipment, furnishings and
display items from the stores formerly operated by the debtor at
the following locations: Tumon Bay Plaza, Maui Marketplace, Ward
Avenue, Kauai Marriott, Sheraton Waikiki, Lahaina Center, Liz
Pearlridge, Aloha Tower, Azeka Place Penthouse and Waikele
Penthouse.  The assets shall be sold free and clear of all liens,
claims and encumbrances.  The auctioneer may deduct his fees and
expenses from the proceeds of the sale.

LIGGETT GROUP: Rules Out Bankruptcy as an Option
Liggett Group Inc., Durham, N.C., said that it is not considering
bankruptcy as one of its options, following an Alabama
court's rejection last week of its proposed class action
settlement involving bankruptcy, according to a newswire
report. A spokesperson for the company said "The company is
absolutely not considering bankruptcy as an option." Liggett
is the tobacco unit of Brooke Group Ltd. and was one of the
companies that testified in the national tobacco settlement.
(ABI 26-July-99)

LOEHMANN'S INC: Creditors Committee Supports Extension for Leases
The Official Unsecured Creditors of Loehmann's Inc. supports the
debtor's motion to extend the time to assume or reject 71
unexpired non-residential real property leases for 90 days, until
October 15,1999.

The Committee asserts that due to the very large number of leases
and the complexity of the proceeding, the debtor should be
afforded a reasonable opportunity to meaningfully assess the
value of the leases.

Substantial additional data must be accumulated on the
profitability of each of the various stores to allow for an
informed determination of which stores should be retained as part
of the reorganized debtor.

LONG JOHN SILVER: A&W Chooses Bazner as President and COO
Nation's Restaurant News (Copyright 1999 Lebhar-Friedman, Inc.)
reports on July 19, 1999 that A&W has tapped foodservice vet
Kevin Bazner to President and COO.

The role of president previously was held by Sidney J.
Feltenstein, who remains A&W's chairman and chief executive. The
company's former chief operating officer, Ron Powell, now holds
the title of executive vice president. The merger -- which is
expected to be completed on or about Sept. 1 -- recently was
approved by a Chapter 11 bankruptcy court judge and now awaits
creditor approval with a hearing scheduled for Aug. 18. Combined
sales of the two chains would exceed $1 billion and set the stage
for an extensive co-branding partnership.

"The reason we have done this is that we are getting ready for
the acquisition of Long John Silver's," Feltenstein said. "As we
bring them on, I will be spending more of my time on that, so I
won't be able to perform my day-to-day responsibilities with A&W.
Kevin's appointment will ensure that A&W sustains its stability
and momentum going forward."

Bazner, who joined the Farmington Hills-based company in 1984,
served most recently as the managing director of A&W Restaurants
International Division, expanding the chain's overseas presence
from 40 stores in Pacific Asia to some 200 franchised restaurants
in more than 17 foreign countries.

During Bazner's work abroad he was held hostage by Iraq in the
1991 Persian Gulf War and holds the distinction of having
successfully challenged Iraqi dictator Saddam Hussein in a face-
to-face confrontation to release detained women and children
before U.S. air attacks. Before joining A&W, Bazner was
director of Canadian operations for Magic Pan Restaurants of San
Francisco.   Bazner in his new role will supervise domestic
franchise development, franchise and company operations, domestic
marketing, purchasing and distribution, franchise contract
administration, real estate and construction. In addition, he
will continue to oversee the international operation until a
replacement is named.

Bazner said he plans to continue the same growth and reimaging
strategies that have been in place for more than four years now -
- since Feltenstein spearheaded an investment group that bought
A&W from Detroit real-estate magnate Alfred Taubman in 1995.
Bazner added that about 75 percent of the chain has been
remodeled as part of the extensive reimaging and to date more
than $75 million has been invested in remodelings and new
restaurant development.

Co-branding also will remain a key strategy for the chain's
future growth. Through a strategic alliance with Atlanta-based
Freshens Smoothie Co., A&W has 10 to 12 co-branded company-owned
stores in shopping malls around the country and plans to increase
that number to 20 to 25 by the end of the year, according
to Bazner. A&W also has some 15 co-branded franchised units with
KFC operators in Utah and Montana as well as 40 co-branded stores
with Amigos, which is a quick-serve Mexican chain based in
Lincoln, Neb.

The pending deal with Long John Silver's -- the quick-serve-
seafood operator and franchisor in Lexington, Ky., with more than
1,200 units -- will provide a new opportunity for A&W in terms of
co-branded stores, and Feltenstein said he hopes to have the
first co-branded restaurants open by mid-to late fall. He did
not disclose possible sites.

Feltenstein added that he sees an untapped opportunity to expand
LJS' presence overseas, which now is limited to about 20
restaurants in Singapore. As previously reported, Feltenstein
said the two chains would be operated separately, but LJS is in
need of an extensive reimaging program. At the time of
its Chapter 11 filing more than one year ago, LJS listed
liabilities of $457.3 million and assets of $329.1 million.

According to Nation's Restaurant News' annual Top 200 report,
LJS' systemwide sales have plunged from $848 million in fiscal
1997, to an estimated $751.7 million for fiscal 1999, which ended
in June. At the same time, corporate revenues fell from $582
million in 1997 to an estimated $497.3 million for fiscal 1999.

LONG JOHN SILVER: Seeks Approval of Settlement
Long John Silver's Restaurants, Inc., and its affiliates seek
entry of a court order approving a Settlement Agreement Release
and Indemnification Agreement among the debtors, Aon Risk
Services, Inc. of the Carolinas and its affiliates and Lloyd's
London dated January 14, 1999.  The Settlement Agreement relates
to pre-petition litigation commenced by the debtors against ARS
and Lloyd's in the US District Court for the Eastern District of
Kentucky, Lexington Division.  The Settlement Agreement provides
for payments ot the debtors totaling $195,000.

MEDPARTNERS: KPC GlobalCare To Quadruple With Acquisition
The U.S. Bankruptcy Court in Los Angeles recently cleared the way
for Riverside-based KPC GlobalCare to nearly quadruple its size
by acquiring MedPartners Inc. clinics throughout Southern

Counting a previous acquisition of 18 clinics, KPC GlobalCare
will acquire a total of 83 clinics in Orange and Los Angeles
counties from MedPartners of Birmingham, Ala. The clinics have
been operating under the U.S. FamilyCare, Mullikin and Friendly
Hills names.

The acquisition will raise KPC GlobalCare's enrolled patient
roster to 800,000 from about 200,000. MedPartners, once the
industry's largest player, is quitting the business of managing
physicians and clinics.  A state-appointed conservator for
MedPartners' California operations filed the Chapter 11
reorganization in March, forcing the company to seek court
approval for the sale of any operations.

Only one MedPartners asset sale in California still awaits a
judge's nod: Riverside Medical Clinic.  The local clinic's
physicians have proposed buying its assets back from MedPartners,
an option which the court will review Aug. 10.

MONTGOMERY WARD: Unsecured Creditors To Split $650 Million
As Ward exits Ch. 11, creditors eye cash pot. With its plan of
reorganization approved by the U.S. Bankruptcy Court of Delaware
less than two weeks ago, Montgomery Ward is preparing to emerge
from Chapter 11 soon and expects to pay its creditors next month.

Unsecured creditors other than GE Capital will split $650 million
and should receive about 29 cents on the dollar. Secured
creditors will be paid in full. Although chairman and ceo Roger
Goddu is eligible to receive a $1 million early emergence bonus,
the payment will not be made until the company returns to

The company is in the process of converting about 40 of its 252
stores to its new Wards prototype, which reportedly boost per-
store sales by 40%. It expects to complete the Wards conversions
within two years.

MONTGOMERY WARD: Signature Group Closes Two Call Centers
The Signature Group has closed two call centers in the Tampa Bay
area and fired 220 people. The loss of jobs is highly unusual in
an area known for its rapidly expanding call center work force.

The company, a buying club that offers discounts on 40 different
services to its members, last week abruptly shuttered its
telemarketing facility at 4951 Adamo Drive East in Tampa and
another in Bradenton. The Tampa center employed 105 people.

A second call center near Tampa International Airport and
facilities in St. Petersburg and Dunedin will remain open,
spokeswoman Fanette Singer said Monday.

Including the two in the bay area, Signature Group closed five
call centers across the country last week, cutting about 700
jobs. The other centers are in Kansas City, Kan., Independence,
Mo., and Grandview, Mo. The Schaumburg, Ill., company now has
about 25 call centers.

"We are simply consolidating for greater efficiencies," Singer
said. The cutbacks are rare in the Tampa Bay area, which led the
nation last year in new call center jobs, according to a recent
study. Call centers added 3,630 jobs, led by Oxford Health Plans,
adding 1,200 jobs, and Citigroup, adding 1,000. Companies are
attracted by the region's growing work force, available
land and low costs.

Signature Group sells products such as credit cards, mortgages,
financial services and auto club memberships by telephone. The
unit was the direct marketing arm of Montgomery Ward & Co., which
has been operating under Chapter 11 bankruptcy protection since
July 1997. In May, GE Capital Inc. agreed to acquire the
Signature unit as part of the retailer's bankruptcy
reorganization plan.

Nation's Restaurant News (Copyright 1999 Lebhar-Friedman, Inc.)
Reports on July 19, 1999, that National Restaurants Management
Inc., New York City's largest operator of fast-food brands and
chain dinner houses, filed for Chapter 11 bankruptcy protection
in an effort to erase the massive debts that have hobbled
the company for more than a decade.

The prepackaged federal court filing by NRMI, an arm of the Riese
Organization, includes a proposed restructuring plan that seeks
to repay a $117.8 million loan. In addition to retiring most of
its debt load, the proposed restructuring would consolidate the
ownership of the company, allow for the expansion of several
concepts NRMI franchises from others and potentially permit
the operator to become a franchisor in its own right.

The Manhattan-based company operates about 100 restaurants in the
city, including such quick-service chains as Nathan's Famous, Roy
Rogers, Pizza Hut, Dunkin' Donuts and KFC. National also operates
Lindy's, Houlihan's and Martini's.  Together with the parent
Riese Organization -- whose local operations include T.G.I.
Friday's and Tad's Steaks -- the company has about 130 locations
in New York's five boroughs and generated sales of about $150
million in sales for the fiscal year ended April 1999. National
contributed about $100 million to that total.

According to the bankruptcy filing, the company has about $8.7
million in assets and about $140.7 million in liabilities --
which includes the $117.8 million loan to Natrest Funding Inc.
Dennis Riese, chairman and chief executive of the Riese
Organization, said that, once concluded, the proposed
restructuring would leave his company "virtually debt free."
Furthermore, Riese continued, "we will not have given up any
equity; no restaurants are being closed; there will be no
transfers of properties or layoffs." The Riese Organization
employs about 2,000 people.

As part of the restructuring, Riese said he intends to explore
the possibility of expanding and franchising the Tad's Steak
concept. Now with four units in the New York area, Tad's is a
counter-service concept that sells steak-and-potato meals for a
per-person check of about $6.99.   The company has hired
restaurant designer Charles Morris Mount to design a
new prototype and plans to convert some of its Roy Rogers
properties into Tad's, Riese said. "We will use them as a
laboratory to see where we should go with the concept," he
continued, adding that Tad's would be "our first foray into

While shielding National from lawsuits as it seeks approval from
a committee of creditors and the court for its restructuring
plan, the Chapter 11 action also would enable funding for Riese's
buyout of his cousins' stake in NRMI, leaving Riese with "100
percent of the company's equity."

According to spokesman Peter Rosenthal, National Restaurants and
five of the company's properties will be operating under
bankruptcy protection, while the balance of the properties will
be unaffected.

The reorganization plan also provides for the sale and leaseback
of two key pieces of Manhattan real estate -- 1552 Broadway and
729 Seventh Avenue -- to National Restaurants' chief lender,
Natrest Funding. Natrest is said to have agreed to a payment of
$1 million to wipe out the debt.  Riese, who owns the rights to
open T.G.I. Friday's units anywhere within a seven-mile radius of
Columbus Circle, said he plans to build a flagship Friday's
at the Broadway location. In 1995 Riese won a court battle with
Friday's franchisor Carlson Cos., which had claimed that Riese
was in violation of his contract and sought to expel him from the

Riese said that he does not want the company to remain in
bankruptcy "any longer than it has to, which is why we attached
the plan of reorganization to the filing." He added that he hopes
the process will be resolved within three to six months.
However, Riese said he expects that two or three of his creditors
may attempt to fight the plan. "There are some people who are
only interested in being vindictive," he said. "But I'm secure in
the knowledge that we have the votes necessary to emerge from
Chapter 11 in the manner I've envisioned."

NATIONSWAY: Seeks Approval of Bonus Program
NationsWay Transport has asked a bankruptcy court to approve a
bonus program that would pay the failed trucking company's 40
remaining employees at least $200,000.

NationsWay Senior Vice President Harold R. Roth told the Phoenix
court Thursday the bonuses are needed to keep a skeleton crew
working at the company owned by Colorado Rockies co-owner Jerry

The program would give workers an additional 50 percent over the
wages they earn between May 20 and the day they leave the
company, as well as additional bonuses between $ 750 and $ 3,000.

"I'm opposed to the bonus program," said Frederick Perillo, an
attorney representing the International Federation of Teamsters.

"Every one of these incentives reduces the chance that there is
going to be funds remaining for the unsecured creditors," he

The unsecured creditors include about 3,500 workers, most of whom
did not receive their final paychecks after the Denver-based
trucking company abruptly filed for Chapter 11 bankruptcy on May
20. NationsWay also asked the court to approve its choice of
agents to sell its remaining real estate assets and equipment. If
the agents are approved, auction of the assets could begin by
late August.  NationsWay plans to sell five of its trucking
terminals, including locations in Denver and Phoenix, for $ 7
million each. The sale of the locations could net the company as
much as $ 17 million, Roth said. The company also wants to sell
some of its below-market-rate leases at terminals owned by
McMorris' family. Among those terminals are locations in
Pueblo, Colorado Springs and Durango.

NU-KOTE: HP Whites Out Nu-kote In Patent Suit
Hewlett-Packard Co. won a $2 million patent and trademark
infringement lawsuit against Nu-kote International Inc., a
provider of inkjet printer refiller cartridges on Friday. A
federal jury in San Jose, California, ruled that the cartridges
manufactured by Nu-kote infringed upon three HP patents and three
HP trademarks, and that certain Nu-kote packaging contained false
and misleading statements.

OXFORD HEALTH: "Winding Down" Heritage Management Agreement
In September 1998, Oxford Health Plans' New Jersey HMO
subsidiary, Oxford Health Plans (NJ), Inc., entered into an
agreement with Heritage New Jersey Medical Group, P.C. to provide
network management services for individual Oxford Medicare
Advantage members who reside in New Jersey.

In view of uncertainties in the regulatory environment and other
considerations, Oxford Health Plans has decided to wind down the
network management agreement with Heritage. The company says it
is committed to a smooth transition of network management
responsibilities back to the company's operations and the
agreement with Heritage provides that Heritage will cooperate
with the transition.

Over the next several weeks, Oxford Health Plans will finalize
the details of plans to transition the previously delegated
services associated with its 13,000 Medicare members in New
Jersey. Through this transition, the company will work directly
with New Jersey health care providers so that valid claims are
paid according to applicable contractual agreements. The
Heritage agreement is not applicable to the company's 287,000
commercial members in New Jersey.

The wind-down of the Heritage agreement will result in an
increase in the company's health care and administrative costs
for this business for the second quarter of 1999 and is expected
to result in increases for the remainder of the year. The company
has not completed preparation of its second quarter results;
however, given the relatively small membership in the Heritage
arrangement, the company expects that the wind-down will not
prevent the company from achieving its financial goals for the
quarter or the year. The company also expects that there will be
a significant decrease in New Jersey Medicare membership going
into next year.

SERVICE MERCHANDISE: Going Back To Basic Product Categories
Discount Store News (Copyright 1999 Lebhar-Friedman, Inc.)
reports on July 26, 1999 that a year ago, former ceo Gary Witkin
forecast a vibrant new Service Merchandise that would emphasize
trendy home furnishings and jewelry as the last of the dying
breed of catalog showroom retailers sought to reinvent

Today, Witkin is gone, and the chain continues to battle ever-
decreasing sales and profits that drove it to file for bankruptcy
protection in March. So now the game plan is "out with the new,
in with the old." The retailer's new chief, Sam Cusano, wants to
go back to the chain's basic product categories, ditching the
emphasis on home decorbasically undoing much of what Witkin had
envisioned. Other Witkin initiatives will remain, however, such
as the transformation away from a pull-tag system to self-service
and elimination of the catalog.
"Returning to our core customers and core values makes a lot of
sense. We think that's the success formula for us," Cusano told
DSN following the retailer's annual meeting this month.

He explained that the strategies of the past two years to
reposition Service Merchandise as a fine jewelry, gifts and home
store failed to attract the anticipated customer base for higher-
margin products.

"We had moved away from entry-level price points," Cusano said.
"The whole issue of having low prices is one we de-emphasized."

Whether that approach alienated some of the chain's core
customers or simply did not draw in a new group of trend-
conscious consumers, it bombed nevertheless. Service Merchandise
reported a 13.5% decrease in net sales of $ 83.7 million to $3.17
billion in 1998and only $6.6 million of that decline was
due to store closures. Comps were down 8.9% for the year,
contributing to the chain's $110.3 million loss. As part of the
new strategy targeting core customersparents age 45 to 64
whose median household income is $53,000Cusano said home products
will now be de-emphasized and more opening-price point
merchandise will be available. Original core product categories
such as electronics, furniture, tabletop, cookware and luggage
will get more attention, he said. Jewelry, the chain's
strongest category in sales, will continue to be emphasized.

The new focus has resulted in converting the chain's single
superstore in Bradenton, Fla., which showcased jewelry and home
decor products, into a store with more typical chain assortments.
Cusano said that conversion was completed in June.  Also, the
chain's smaller-format Service Select stores were remerchandised
as well to include what Cusano called the "best" of Service's
traditional categories. Although none of those prototype store
locations has been shut down, Service Merchandise has closed 122
underperforming stores this year as part of its effort to regain
financial stability. Inventory liquidation sales generated $100
million in net proceeds, while $80 million was raised through an
auction of 77 store properties on July 12, most of which were
leased sites. The chain had solicited bids for 102 sites.

Cusano said he does not expect further store shutdowns this year.
As of mid-July, the chain's store count stood at 223 in 32
states, compared to a peak of slightly more than 400 at the
retailer's height in 1996. No store openings are planned for the
year, except possibly relocating a store in Gulfport, La.
Other cost-cutting measures included reducing expenses by $32
million in 1999, closing some distribution facilitiesincluding a
full-service center in Texasand reducing personnel at

While the chain has suspended its credit card program as a result
of the bankruptcy filing, Cusano said the retailer's bridal and
gift registry program remains a strong, core part of the
business. Support from vendors has also rebounded somewhat;
Cusano met with an estimated 400 vendor and retailer
representatives July 14 and outlined the chain's strategy to
return to financial health.

Cusano said the chain is currently operating under a court-
approved $750 million debtor-in-possession financing agreement.
At the annual meeting, the former executive vp and cfo told
shareholders he expects Service Merchandise to emerge from
bankruptcy in early 2001.

Craig Weichmann, an analyst with Morgan Keegan of Memphis, said
it's a toss-up as to whether the chain can pull it off.

"Obviously they're trying to go back to their roots to salvage
the pieces.  That's a sensible step to make. The question still
is, How much flexibility do they have?," Weichmann said. Keeping
the ship from sinking is Cusano's biggest challenge. Following
last year's record loss of $110.3 million, first quarter
results haven't improved.

Net sales for the quarter ended April 4 were $510 million, down
14%, and the chain reported a $168 million net loss in earnings
vs. a $24 million loss the previous year. Comps were down 12.7%,
which the company attributed to trouble staying in stock on
products prior to the Chapter 11 filing. Hard lines sales
dropped 21.7% for the quarter, while jewelry remained strong, up
10.9% in sales.

Of the 37 shareholders who attended the 15-minute annual meeting,
questions about the chain's future were surprisingly few. One
asked about the danger of Service Merchandise being taken over,
while another wanted an explanation as to how things got so bad

Cusano remained upbeat, giving an abbreviated version of last
year's failed strategic plan, although even he didn't dare to
forecast the impact on next year's earnings.

SOUTHERN PACIFIC FUNDING: Committee Seeks OK To Trade Claims
The Official Creditors' Committee of Southern Pacific Funding
Corporation ahs filed an amended motion to allow Committee
members to trade claims.  The motion would allow the members of
the Committee to trade claims against the debtor and trade
securities of the debtor for a 45 day period commencing the
Effective Date of the Plan, currently anticipated to be July 30,

A hearing on the motion will convene at 1:30 PM on July 30, 1999
in Courtroom 1 of the US Bankruptcy Court, 1001 S.W. Fifth
Avenue, Suite 700 Portland, Oregon.

SYSTEMSOFT CORP: Files For Authority to Waive Exclusive Period
The debtor, Systemsoft Corporation seeks entry of an order
authorizing the debtor to waive is exclusive right to propose and
confirm a plan of reorganization.

The debtor has filed a Chapter 11 plan of reorganization.  Under
the plan, the reorganized debtor will become closely held
software developer, owned primarily by new investors and certain
key executives and employees.

The debtor's plan is being filed within 120 days after the
Petition Date in the case.  No third party may propose a
competing Chapter 11 until September 19, 1999.

THORN APPLE: IBP Purchases Assets For $117.5 Million
IBP Inc. (IBP) purchased substantially all of the assets
of Thorn Apple Valley Inc. After four rounds of bidding, IBP
was the successful bidder with an offer of $115 million cash
plus the assumption of $2.5 million in industrial revenue
bonds, according to Judy Calton of Honigman Miller Schwartz
& Cohn, counsel to Thorn Apple Valley. The auction was held
Honigman Miller's law offices yesterday morning. The sale to
IBP was subsequently confirmed at a hearing before Judge Ray
Reynolds Graves of the U.S.  Bankruptcy Court in Detroit. The
only two bidders were Excel Corp., a unit of Cargill Inc.
(X.CRG), and IBP. Judge Graves ordered that the proceeds would
be paid to Thorn Apple Valley's bank group, agented by Heller
Financial and Harris Bank. David Heller of Latham & Watkins
in Chicago represents the bank group. (The Daily Bankruptcy
Review and ABI July 26, 1999)

UNITED COMPANIES: Committee Taps Arthur Andersen
The Official Committee of Equity Security Holders filed an
application to approve employment of Arthur Andersen LLP as
accountants and business and financial advisors to the Equity
Committee nunc pro tunc to July 12, 1999.

The firm will advise and assist the Equity Committee in analyzing
the debtors' financial statement, schedules and other reports;
value the debtors' assets and liabilities; analyze and advise the
Equity Committee with respect to any plan of liquidation or
reorganization, assist the Equity Committee in connection with
evaluating and analyzing alternative scenarios and/or plans,
assist the Equity Committee in evaluating the debtors' business
plan and financial projections; serve as consultant to the Equity
Committee with respect to financial, accounting or operation
issues; review the debtors' records with respect to potential
causes of action; provide expert testimony; attend meeting;
inquire of debtors' management regarding operational, financial
and other business matters relating to the ongoing activities of
the debtors.  Arthur Andersen will charge for its services on an
hourly basis in accordance with its ordinary and customary rates.

UNITED COMPANIES: Moody's Downgrades Debt Ratings
Moody's Investors Service last week downgraded United Companies
Financial Corp.'s debt ratings (senior unsecured
to Ca from CAA2), according to a newswire report. The
action concludes the rating agency's review that
began when the company filed chapter 11 in March and
reflects the assessment of the potential severity of
loss to UC bondholders. Moody's also has withdrawn
its debt and preferred stock ratings of UC. Based in
Baton Rouge, La., UC is a specialty finance company
that services non-traditional consumer loan products.
(ABI 26-July-99)

UNITED PETROLEUM: Objection to Disclosure Statement
Two investors in United Petroleum debt securities, Dan Dotan and
Mantel Investments object to the debtor's first amended
Disclosure statement with respect tot he first amended plan of
reorganization of United Petroleum Corporation.  Among their many
objections, the investors assert that their claims against the
debtor, and even more significant against the Infinity Parties
would be improperly extinguished by the plan, while the Infinity
Parties would be paid in full on their secured claims, made
holders of 36% of the shares of New UPC Common Stock, in a post-
merger enterprise projected to have over $53 million in
shareholders' equity and released from any and all claims brought
by third parties and protected by a channeling injunction.

The investors say that the Disclosure Statement misleadingly
suggests that the Infinity Parties' willing participation in
respect of the plan justifies divesting the Objectors and all
other holders of valuable claims against the Infinity Parties.  
In reality, they say, Infinity is contributing nothing, and
should not get releases and injunctive protection.  Its secured
claim will be paid in full with preferred stock having a
liquidation preference equal to the full principal of its $7
million secured debt.  Its contribution of 200,000 shares of
common stock to the UPC Trust, to "settle" the numerous
Securities Claims, is not supported by a fair and adequate
disclosure concerning the merits of third parties' claims against
the Infinity Parties to be permanently enjoined.

The investors also state that the Disclosure Statement
misleadingly de-emphasizes what the case of this relatively small
debtor is really about: "extracting the value of the debtor's
massive tax loss carry-forward, or "NOL," now disclosed as $30
million.  The also claim that the Disclosure Statement further
conceals the scheme perpetrated by the Infinity Parties and UPC
respecting the April 1997 restructuring.  And the investors
suggest that the Debtor has omitted reference to the unequivocal
opposition of the SEC to the releases and a permanent injunction
the debtor sought to give to the Infinity Parties in the first
version of its disclosure statement.  The releases which the SEC
opposed in the original plan are identical to those sought in the
amended plan and Disclosure Statement, for even less


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