TCR_Public/990729.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Thursday, July 29, 1999, Vol. 3, No. 145                                              
                           
                    Headlines

ACTION INDUSTRIES: Opposes Trustee; Seeks Dismissal of Petition
AMERICAN MOBILE: Special Meeting Being Called For Sept. 7th
AMNEX INC: Committee Taps Ravin, Sarasohn
CLARIDGE: Announces No Payment On Interest Due
CONXUS COMMUNICATIONS: Seeks To Reject Certain Site Leases

CRIIMI MAE: Granted Bridge Order Continuing Exclusivity
CROWLEY, MILNER: Disclosure Statement and Plan
DAEWOO GROUP: IMF Provides US$3.31 Billion
ESSEX CORP: 8% Increase In Revenues During First Half Of 1999
FPA MEDICAL: Humana Transfers Operations of 5 Former Centers

GENERAL VISION: Opposes Trustee; Seeks Dismissal of Petition
IRSA INVESTMENTS: Stock Ownership Update
LOEHMANNS: Seligman Reports Beneficial Stock Ownership
LOEWEN: Duff & Phelps Withdraws Ratings
LONG JOHN SILVER: Court Extends Exclusivity

MEDPARTNERS: Receives Court Approval for Sale
MIDCON OFFSHORE: Trustee Seeks approval of Compromise With LDNG
NEXTWAVE: Creditor Withdraws Disclosure Statement Objection
ONSALE INC: Merger Pending: Onsale & Egghead.com
OWENS CORNING: Retirement Plan Report To Be Delayed

PHILIP SERVICES: Seeks Authorization To Employ Leboeuf, Lamb
PITTSBURGH PENGUINS: Deadline for Investment Passes
PLUMA,INC: Applies to Employ Deloitte & Touche
SERVICE MERCHANDISE: Monthly Operating Report
SGL CARBON: Bayou Steel Claims SGL Is Trying To Circumvent Trial

SPECTRAN CORP: Tender Offer By Seattle Acquisition Inc.
STARTER CORP: Court Authorizes Sale
TED PARKER: Files For Chapter 11 Bankruptcy
UNITED COMPANIES: Announces Appointment of Raemakers as
COOVIDIKRON TECHNOLOGIES: May File For Chapter 11

DLS CAPITAL PARTNERS: Bond Pricing For Week of July 26, 1999

                   **********

ACTION INDUSTRIES: Opposes Trustee; Seeks Dismissal of Petition
---------------------------------------------------------------
The alleged debtors, Action Industries, Inc. and General Vision
Services, Inc. each seek entry of an order dismissing the
involuntary petitions filed against them.

The debtors assert that the involuntary petitions are nothing
more than a series of tactical maneuvers by ousted former
management and their associates against current management in an
effort to regain control of the Involuntary Debtors.  The debtors
state that they are note holders, not creditors of the alleged
debtors, and that they have a lack of standing.

Further, the debtor argues that the petitioning creditors are
fully secured lenders, their claims do not aggregate $10,775 more
than the value of any lien on property of the debtor securing
such claim held by the holders of such claims.  Action also
states that the petitions acted in bad faith and should be
sanctioned.

Both alleged debtors also oppose the appointment of a Trustee.

The alleged debtors state that the current management is not
guilty of any impropriety, let alone fraud, gross mismanagement
or other action or inaction which constitutes "cause" for
appointment of a trustee. The court-appointed investigator found
no mismanagement and concluded that the court should keep current
management in place.  The alleged debtors represent that the
allegations raised against current management have no basis.


AMERICAN MOBILE: Special Meeting Being Called For Sept. 7th
------------------------------------------------------------
American Mobile Satellite is issuing proxy statements and
invitations to shareholders to attend a special meeting of those
stockholders to be held at 9:00 a.m. on Tuesday, September  7,
1999 at the offices of American  Mobile  Satellite  Corporation
located at 10802 Parkridge Boulevard, Reston, Virginia 20191.

Undertaken at the special meeting will be the consideration and
action upon a proposal to issue shares of American Mobile common
stock to XM Ventures in connection with the exchange agreement  
entered into by the company with  WorldSpace,  Inc., XM Satellite
Radio  Holdings,  Inc., and XM Ventures.  Stockholders will also
be asked to approve an amendment to the company's Amended and
Restated  Certificate of Incorporation to increase the number of
shares of common stock  authorized  for issuance from 75,000,000
shares to 150,000,000 shares.

Only holders of record of American Mobile's  common  stock at the
close of business on July 14, 1999,  will be entitled to vote at
the meeting.


AMNEX INC: Committee Taps Ravin, Sarasohn
-----------------------------------------
The Official Committee of Unsecured Creditors of AMNEX, Inc. and
American Network Exchange, Inc. seeks court authority to hire the
law firm of Ravin, Sarasohn, Cook, Baumgartedn Fisch & Rosen, PC
as its attorneys.  

The professional services that Ravin, Sarasohn will render are:

To give the committee legal advice with respect to its duties and
powers in the case.

To assist the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the debtors, the
operation of the debtors' businesses, and the desirability of the
continuation of such businesses, and any other matter relevant
tot he case or to the formulation of a plan of reorganization;

To participate with the Committee in the formulation of the plan;

To assist the Committee in requesting the appointment of Trustee
or Examiners, should such action become necessary; and


CLARIDGE: Announces No Payment On Interest Due
----------------------------------------------
The Claridge Hotel and Casino Corporation, operator of the
Claridge Casino Hotel here, today announced that it does not
expect to pay the interest due August 2, 1999, on its First
Mortgage Notes due 2002.  In addition, the Claridge
indicated that it expects to file a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code during August 1999, to
facilitate a financial restructuring.

Over the next several weeks, the Claridge anticipates meeting
with its principal creditors with a view to reaching an agreement
on restructuring its obligations.  In addition, the Claridge has
entered into a letter of intent with Schottenstein Realty
Corporation regarding a meaningful investment in the Claridge
upon any such restructuring.

For the second quarter of 1999, the Claridge Hotel and Casino
Corporation reported a net loss of $269,000 compared to a net
loss of $395,000 in the second quarter of 1998.  The net loss for
the first six months of 1999 was $1.5 million compared to a $2.0
million loss for the first six months of 1998.

Earnings before interest, taxes, depreciation and amortization,
when adjusted to eliminate the effect of Claridge's affiliated
limited partnership structure ("Adjusted EBITDA"), were $3.4
million for the quarter ended June 30, 1999, compared to $3.6
million for the second quarter in 1998. Adjusted EBITDA was
$5.7 million for the first six months of 1999 compared to $5.8
million for the same period in 1998.  Net loss and Adjusted
EBITDA for the first quarter of 1999 included the effect of the
receipt of the settlement of Claridge's claim against the
contractor and architect that built its self-parking garage.

Casino revenue was $43.5 million in the second quarter of 1999.  
Total costs and expenses for the quarter declined $684,000.

Robert Renneisen, chairman and chief executive officer of the
Claridge, said, "Our business appears to have stabilized in the
second quarter of 1999, however, we continue to be affected by
the strong competition in Atlantic City.  We simply cannot
generate sufficient cash to meet our debt service.  We believe
that with a restructuring of our obligations and an infusion of
capital to permit rehabilitation of the property, the Claridge
should be able to generate value for its creditors over the long
run.  We look forward to working with our creditors, including
principally our note holders, over the coming weeks to
achieve that purpose."

The Claridge Hotel and Casino Corporation, through its
subsidiary, The Claridge at Park Place, Incorporated, operates
the Claridge Casino Hotel in Atlantic City.  The casino hotel
opened in July 1981 and has 59,000 square feet of casino gaming
space.  The Claridge Hotel and Casino Corporation is a closely
held public corporation.  Its Corporate Bonds are publicly traded
on the New York Stock Exchange under the symbol CLAR02.


CONXUS COMMUNICATIONS: Seeks To Reject Certain Site Leases
----------------------------------------------------------
The debtors, Conxus Communications, Inc. and its affiliates seek
approval of their rejection of certain Site Leases. The debtors
entered into the leases with the intention of affixing certain
transmission equipment to the sites for the operation of their
business.  The debtors have determined that utilization of the
sites is not in the bet interests of their business, they have
not used theses sites and desire to reject the leases.  To some
of the Site Leases the debtor did attach transmission equipment
in preparation for the operation of their business, although the
sites were never used.  And some of the leases are for
nonresidential spaces that the debtors have determined are not
cost-effective to maintain.


CRIIMI MAE: Granted Bridge Order Continuing Exclusivity
-------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) was granted a bridge order by
Judge Duncan Keir of the United States Bankruptcy Court in
Greenbelt, Md., continuing through August 5th the period during
which the Company has the exclusive right to file its plan of
reorganization.  On August 5th, the Bankruptcy Court will hold
a hearing on the Company's motion to further extend the period
in which it exclusively may file its plan of reorganization
to October 4, 1999 and the period in which it exclusively
may solicit acceptances to such plan to December 3, 1999.

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.


CROWLEY, MILNER: Disclosure Statement and Plan
----------------------------------------------
The debtors, Crowley, Milner and Company and its subsidiary
Steinbach Stores, Inc. represent in a short form Disclosure
statement that the debtors are insolvent,  and general unsecured
creditors will recover only a portion of their claims under the
plan.  The plan provides for no recovery to stockholders, and the
common stock will be canceled.

As referenced in a computation of projected proceeds under a
hypothetical Chapter 7 liquidation, estimated cash available for
distribution to unsecured creditors is about $9 million.  
Estimated recovery on unsecured claims is projected at between
10% and 18% of allowed claims.

The debtors request that the Confirmation Hearing be scheduled
for October 13, 1999.


DAEWOO GROUP: IMF Provides US$3.31 Billion
------------------------------------------
The International Monetary Fund (IMF) yesterday provided South
Korea's Daewoo Group with an emergency infusion of 4 trillion won
(U.S. $3.31 billion) of credit, reportedly to save the group from
bankruptcy, Asian Economy reported. Concerns about the impact
Daewoo's failure might have on Korea's strong economic recovery
since the 1997 financial crisis had capital markets responding
erratically last week; bonds skyrocketed and stocks dropped 7.3
percent on Friday while the Korea Composite Stock Price Index
lost another 3.54 percent yesterday. An IMF representative in
Seoul said the "cash injections that have now been secured should
be sufficient to keep the Group afloat while it goes about
implementation of its plans." Daewoo has more than $50 billion in
debt. (ABI 27-July-99)


ESSEX CORP: 8% Increase In Revenues During First Half Of 1999
-------------------------------------------------------------
Essex Corporation has historically been principally a supplier
of technical services under contracts or subcontracts with
departments or agencies of the U.S. Government, primarily
the military services and other departments and agencies of
the Department of Defense.  The company relates that since
1989 it has expended significant funds to transition into the
commercial marketplace, particularly the productization of
its proprietary technologies in optoelectronic processors.
The company's principal focus is in the telecommunications
and optoelectronics business areas.  Work backlog has been
funded incrementally in both.

Telecommunications work has been concentrated with one major
customer, Motorola.  The company is Motorola's first industrial
partner on the Iridium7 cellular satellite communications
program and obtains approximately seventy percent of its
revenues from that activity.  This modeling, simulation
and software development work has continued for nearly a
decade but is presently decreasing in volume. The company has
invested substantial sums in developing its line of patented
optoelectronic processors.  These exceedingly high-speed
computational engines combine the power of laser optics and
semi-conductor chips. They reconstruct ("develop") images from
radar signals, medical magnetic resonance (MRI) equipment,
ultrasound equipment and the company's laser holographic
Virtual Lens MicroscopeJ.  Although the company has sold a
few pre-production units to the U.S. Defense community, it
has not yet succeeded in commercializing these unique products.

The financial performance of the company has been adversely
impacted during the past several years as a result of
its continued expenditures to maintain its skilled team
and develop its optoelectronic products.  Essex has had
difficulty bringing these products to market, in part,
because it has been financially unable to timely perform
both the required development work and the extensive sales
and marketing effort required.  The company indicates those
large outflows of cash are now moderating substantially. Net
cash used in operating activities was $1.6 million in 1997,
declining to under $200,000 in 1998.  In the first half of
1999, net cash used was approximately $244,000, primarily from
costs incurred in retaining essential staff pending award of
anticipated new business.

Revenues were $1,244,000 and $1,240,000 for the second quarters
of 1999 and 1998, respectively.  Revenues for the first half
of 1999 were $2,210,000, an increase of 8% over the $2,043,000
in revenues for the first half of 1998. There was operating
income of $19,000 and an operating loss of $81,000 in the
second quarters of 1999 and 1998, respectively.  There were
losses of $130,000 and $339,000 in the first half periods of
1999 and 1998, respectively.


FPA MEDICAL: Humana Transfers Operations of 5 Former Centers
------------------------------------------------------------
Humana Inc. (NYSE: HUM) has entered into partnerships with three
medical organizations to operate five Orlando- area medical
centers formerly operated by FPA Medical Management Inc. The
agreements are effective between August 1 and September 1.  Terms
were not disclosed.

Humana assumed operational responsibility for 50 former FPA
centers June 1 on a transitional basis as part of an agreement
with FPA, approved by the federal bankruptcy court overseeing
FPA's Chapter 11 reorganization.  The partnerships are consistent
with Humana's intention to transfer operation of the former FPA
centers to other provider groups, enabling Humana to focus
exclusively on its core business of health insurance.

Humana assumed operational responsibility for the 50 centers to
ensure continuity of care for 121,000 Humana health plan members
in Tampa, Kansas City, San Antonio, Orlando, South Florida and
Jacksonville.  The five Orlando centers serve 9,200 Humana
members.

The three Orlando-area medical groups that have entered into
partnerships with Humana are GeriMed of America, Family
Physicians of Winter Park and Associated Family Medicare.  The
centers are in Casselberry, Downtown Orlando, South Orlando, Lake
Mary, and Apopka.

"Humana's number one priority is the health of our members," said
Nancy Smith, executive director for Humana's Orlando market.  
"The new partners have agreed to maintain the existing medical
center locations for the members' convenience and continuity of
care, as well as to exercise continued oversight of Humana's
disease management programs."

In explaining the company's decision to assume operational
authority for the 50 former FPA centers last month, Gregory H.
Wolf, Humana's president and chief executive officer, said,
"Humana wanted to solidify and stabilize the relationship between
physicians and members and therefore eliminate the uncertainty
related to the FPA bankruptcy process.  Now that we've done so,
we are successfully transferring operational responsibility for
the centers to provider groups with a proven ability to offer our
members high-quality care."
   

GENERAL VISION: Opposes Trustee; Seeks Dismissal of Petition
------------------------------------------------------------
The alleged debtors, Action Industries, Inc. and General Vision
Services, Inc. each seek entry of an order dismissing the
involuntary petitions filed against them.

The alleged debtors assert that the involuntary petitions are
nothing more than a series of tactical maneuvers by ousted former
management and their associates against current management in an
effort to regain control of the Involuntary Debtors.  The debtors
state that they are note holders, not creditors of the alleged
debtors, and that they have a lack of standing.

Further, the alleged debtors argue that the petitioning creditors
are fully secured lenders, their claims do not aggregate $10,775
more than the value of any lien on property of the debtor
securing such claim held by the holders of such claims. They also
state that the petitioners acted in bad faith and should be
sanctioned.

Both alleged debtors also oppose the appointment of a Trustee.  
The alleged debtors state that the current management is not
guilty of any impropriety, let alone fraud, gross mismanagement
or other action or inaction which constitutes "cause" for
appointment of a trustee. The court-appointed investigator found
no mismanagement and concluded that the court should keep current
management in place.  The alleged debtors represent that the
allegations raised against current management have no basis.


IRSA INVESTMENTS: Stock Ownership Update
----------------------------------------
Geosor Corporation reports sole voting & dispositive power on
23,059,098, or 12.08% of the common stock shares of Irsa
Investments and Representations Inc.  Soros Fund Management LLC
has sole voting & dispositive power on 1.05%, or 1,999,250 shares
of common stock in the company.  George Soros has sole voting &
dispositive power on 23,059,098 shares and shared voting  &
dispositive power on 1,999,250 of those shares.  The aggregate
amount beneficially owned by each entity is 25,058,348
shares, representing 13.13% of the outstanding shares of common
stock of Irsa Investments and Representations Inc.  Stanley F.
Druckenmiller shares with Soros Fund Management LLC the voting
and dispositive power on 1,999,250, or 1.05%, of the shares of
common stock.

As a result of the recent transfer of shares to current members
of Irsa's management, the number of shares which certain of the
above mentioned are beneficial owners has decreased by more than
one percent of the total number of outstanding shares.  Geosor
may be deemed the beneficial owner of the 23,059,098 shares held
for its account, which includes 2,241,888 GDSs (approximately
12.08% of the total number of shares outstanding).

Each of Soros Fund Management LLC and Mr. Druckenmiller  may be  
deemed the beneficial owner of the 1,999,250 shares held for the
account of Quantum Realty, which includes 199,925 GDSs,  
(approximately 1.05% of the total number of shares outstanding).

Mr. Soros may be deemed the beneficial  owner of 25,058,348
shares (approximately  13.13% of the total number of shares
outstanding).  This number consists of: (A) the 23,059,098 Shares
held for the account of Geosor and (B) the 1,999,250 shares held
for the account of Quantum Realty.

Under a contract between Quantum Realty and Soros Fund Management
LLC, Soros Fund Management LLC may be  deemed  to  have  the  
sole  power  to  direct  the  voting  and disposition of the
1,999,250 shares held for the account of Quantum Realty.  Under a
contract  between Quantum Realty and Soros Fund Management LLC
and as a result of the positions  held by Mr. Soros and Mr.  
Druckenmiller  with Soros Fund Management LLC,  each of Mr.
Soros and Mr.  Druckenmiller  may be deemed to have shared power
to direct the voting and disposition of the 1,999,250  shares
held for the account of Quantum Realty.

Each of Geosor and Mr. Soros (as the sole shareholder  and person
ultimately in control of Geosor) may be deemed to have the sole
power to direct the voting and disposition of the 23,059,098  
Shares held for the account of Geosor.

Except for the sale by Quantum  Realty on July 21,  1999 of
4,772,730 shares of Irsa Investments to current members of Irsa's  
management at a price per share of $3.00 in a  privately  
negotiated  transaction,  there have been no  transactions  with  
respect to the shares  since May 24, 1999 by any of the mentioned
parties or Quantum Realty.

The shareholders of Quantum Realty  have  the  right  to
participate in the receipt of dividends  from, or proceeds from
the sale of, the shares held for the account of Quantum Realty in
accordance with their ownership interests in Quantum Realty.

Mr. Soros, the sole shareholder of Geosor, has the right to
participate in the receipt of dividends  from, or proceeds from
the sale of, the shares held for the account of Geosor.

The information set forth above excludes  1,282,337  shares  
(which assumes  conversion  of 2,500  GDSs) held for the  account  
of  Quantum  Dolphin Limited,  an Isle of Man corporation.  
Geosor, certain Soros Fund Management clients and certain  
managing  Directors of Soros Fund Management LLC are  
shareholders of Quantum Dolphin.  Gary Gladstein serves as a
director  of Quantum  Dolphin  and of Irsa Investments.  An
affiliate of  Soros Fund Management  LLC  has  entered  into  an
arrangement with Consultores Asset Management, S.A., the manager
of Quantum Dolphin, whereby it provides non-discretionary
consulting services to Consultores.  Under such arrangement,  the  
affiliate  does not have the authority to make any management or
investment  decisions for Quantum Dolphin or Consultores.  The  
above stockholders understand  that  pursuant  to a separate
arrangement, Consultores may be deemed to have sole voting
and dispositive power with respect to Quantum Dolphin's
investment in the shares.

Each of Soros Fund Managment LLC and Mr. Druckenmiller expressly
disclaims beneficial ownership  of any shares not held for the  
account  of  Quantum  Realty.  Geosor expressly disclaims
beneficial ownership of any shares not held for its account. Mr.
Soros expressly disclaims  beneficial  ownership of any shares
not held for the accounts of Quantum Realty and/or Geosor.


LOEHMANNS: Seligman Reports Beneficial Stock Ownership
-------------------------------------------------------
1,242,795 shares of common stock in Loehmanns is held by J. & W.
Seligman & Co. Inc.  Beneficial ownership and voting power lies
with the investment adviser firm, together with William C.
Morris, majority stockholder in J. & W. Seligman & Co. Inc.  The
two similarly share dispostitive power over 1,173,130 of those
shares.  The total amount of shares held represents 13.73% of the
outstanding shares of common stock of Loehmanns.

J. & W. Seligman & Co. Incorporated, is investment adviser for  
Seligman Value Fund Series, Inc. - Seligman Small-Cap Value  
Fund.

Seligman Value Fund Series, Inc. - Seligman Small-Cap Value Fund
beneficially own 700,000 shares of common stock in the company
and have shared voting and dispositive power of that number of
shares.  The shares owned by J. & W. Seligman & Co. Inc. include
those shares owned by the Fund.  This amount represents 7.73% of
the outstanding shares of common stock of Loehmanns.


LOEWEN: Duff & Phelps Withdraws Ratings
---------------------------------------
Duff & Phelps Credit Rating Co. (DCR) has withdrawn the ratings
of The Loewen Group, Inc. (NYSE: LWN) and related entities. LWN
filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on June 1, 1999. DCR rated the following
securities:

     -- The Loewen Group, Inc.'s senior guaranteed notes, 'DD'
(Double-D);

    -- The Loewen Group, Inc.'s convertible first preferred
shares series C, 'DP' (preferred stock with dividend arrearages);

     -- Loewen Group International Inc.'s (LGII) senior
guaranteed notes,'DD' (Double-D);

     -- Loewen Group Capital, L.P.'s monthly income preferred
securities (MIPS), 'DP' (preferred stock with dividend
arrearages); and

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


LONG JOHN SILVER: Court Extends Exclusivity
-------------------------------------------
By order entered July 16, 1999, the debtors, Long John Silver's
Restaurants, Inc., et al. are granted an extension of the
exclusive period within which they may file a plan through and
including September 2, 1999 and the exclusive period within which
they may solicit acceptances of any such plan through and
including October 28, 1999.


MEDPARTNERS: Receives Court Approval for Sale
---------------------------------------------
MedPartners Inc. said it has received approval from bankruptcy
court to sell its California physician practice assets,
including operations of the bankrupt MedPartners Provider Network
Inc.  The company expects the transactions to close in two weeks.
Terms weren't disclosed. The court approved the sale of Mullikin
Medical Group and Southern California Medical Corp. to KPC
Acquisition Corp., an affiliate of KPC Global Care Inc.,
Riverside, Calif. The practices represent 65 clinics, with more
than 500 doctors serving 511,000 enrollees in Los Angeles and
Orange County, MedPartners said (BestWeek June 21, 1999).  The
court also approved the sale of assets related to Talbert Medical
Group and MedPartners' hospice and home health operations.

MedPartners said it agreed to sell the practices to 120 doctors
who work in Talbert clinics. The group has about 70,000 patients,
primarily in Southern California.  MedPartners also agreed to
sell five doctors' groups--Inland Empire, Cassidy Medical Group,
Eaton Medical Group, High Desert Primary Care and U.S. Family
Care Medical Center--to an undisclosed buyer. The groups
represent about 135 of MedPartners' 1,000 California-based
doctors.  On March 11, the California Department of Corporations
assumed control of MedPartners Provider Network, and state
regulators filed Chapter 11 bankruptcy for the network.
Since then, regulators and MedPartners Provider Network have
reached an agreement in which the parent company will represent
its subsidiary in the bankruptcy proceedings (BestWeek, April 26,
1999).  MedPartners is selling the network, a physician-practice
management company that acts as a go-between to sell physicians'
services at wholesale prices to health maintenance organizations.  
To date, MedPartners has either sold, or agreed to sell, clinics
where 900 doctors serve more than 900,000 enrollees.  The only
asset left to be approved for sale is the Riverside Medical
Clinic, the company said.

MedPartners said it plans to concentrate on its Caremark
Pharmaceutical Group, a pharmacy benefit group.  MedPartners'
stock is listed on the New York Stock Exchange under the symbol
"MDM." Its price was unchanged at $8.75 a share in trading Monday
afternoon.  (BestWeek: greenm@ambest.com)


MIDCON OFFSHORE: Trustee Seeks approval of Compromise With LDNG
---------------------------------------------------------------
The Trustee of the Chapter 11 estate and Louis Dreyfus Natural
Gas Corporation are seeking court approval of a Settlement
Agreement.  The dispute between the parties stems from a certain
Purchase and sale Agreement by which Midcon agreed to purchase
LDNG's 79% working interest in an offshore oil and gas property
known as West Delta Block 152.  The purchase price was
approximately $26.6 million.  Midcon was unable to perform and
disputes arose between the parties.

The Settlement Agreement provides that the Trustee shall pay to
LDNG the sum of $8.6 million and LDNG shall assign to the Trustee
the judgment against Midcon, LDNG's claims against Midcon and
LDNG's mortgages, liens, and security interests securing its
claims.  The Trustee believes that the agreement is in the best
interest of the estate, and that the range of possible recoveries
without the agreement range from zero to $14.7 million.


NEXTWAVE: Creditor Withdraws Disclosure Statement Objection
-----------------------------------------------------------
An unsecured creditor of NextWave Personal Communications Inc.
has withdrawn its objection to the telecommunications company's
disclosure statement, leaving the Federal Communications
Commission (FCC) as the lone voice in opposition at today's
hearing on the document. DelBello Donnellan Weingarten &
Tartaglia LLP (DDWT) withdrew its objection to the disclosure
statement in a notice dated yesterday, which stated that, "The
Debtor has agreed to make certain changes in the disclosure
statement that adequately address DDWT's concerns." As reported,
DelBello asserted in a July 16 filing that the disclosure
statement's failure to describe the stockholder's redemption
rights means that the document lacks adequate information and
should not be modified to include such information. The creditor
had also agreed with the FCC's criticism that the disclosure
statement failed to disclose the valuation of the senior
redeemable preferred stock to be issued to general unsecured
creditors. (Daily Bankruptcy Review and ABI Copyright c July 27,
1999)


ONSALE INC: Merger Pending: Onsale & Egghead.com
------------------------------------------------
On July 13, 1999, Onsale, Inc., a Delaware corporation,
Egghead.com, a Washington corporation and EO Corporation,
a Washington corporation, entered into an agreement and
plan of merger.  Subject to the terms and conditions of
the merger agreement, EO Corp. will be merged into Egghead,
with Egghead to survive the merger and to become a wholly
owned subsidiary of the company.  At the effective time of
the merger, .565 share of the company's common stock will be
exchanged for each outstanding share of Egghead common stock.
Options to purchase shares of Egghead common stock will be
assumed by the company and converted into options to purchase
shares of the company's common stock, and the exercise price
and number of shares of the company's common stock subject to
these options will be adjusted according to the Exchange Rate.

It is the intent of the parties that the transaction qualify as
a tax-free reorganization and be accounted for as a "pooling
of interests."

Upon the closing of the merger, the corporate name of the
company will be changed to Egghead.com, Inc. and the company
will operate under the name and web address of "Egghead.com",
with auctions and sales of surplus goods under the "Onsale"
banner.  George Orban, Chief Executive Officer of Egghead,
will become Chairman of the company, and Jerry Kaplan will
continue as the company's Chief Executive Officer.  The board
of directors of the company will consist of four directors
from each company and one director mutually selected by
the companies.

In connection with the execution of the merger agreement,
the company and Egghead entered into reciprocal stock option
agreements.  Under these agreements, Egghead granted the
company an option to purchase a number of shares of Egghead
common stock equal to 19.9% of Egghead's outstanding common
stock and the company granted Egghead an option to purchase a
number of shares of the company's common stock equal to 19.9%
of the company's outstanding common stock.  These options
become exercisable if certain events specificed in the stock
option agreements occur.

The company and Egghead also each entered into voting
agreements with certain officers and directors of Egghead
and the company, respectively.  Under the voting agreements,
these officers and directors agreed to vote their shares in
favor of the merger and to waive certain rights.

The merger is subject to several closing conditions,
including clearance under the Hart-Scott-Rodino
Antitrust Improvements Act and approval by the company's
stockholders and Egghead's shareholders.  The full text
of the merger agreement may be accessed on the Internet at
http://www.sec.gov/cgi-bin/srch-edgar?0001012870-99-002483
free of charge.

The two companies issued a press statement announcing the
signing of the definitive merger agreement.  They stated
that the strategic combination will create a leader in online
retailing of technology products and related categories.

The companies have a combined 1999 sales rate approaching
$500 million based on current trends, and reported over $160
million in cash at the end of the March quarter.  In addition,
with over three million estimated unique monthly visitors
and approximately 2.8 million combined customer records, the
company expects to rank number one in traffic among online
technology retailers. Auctions will be conducted under the
name and web address of "Egghead.com" and surplus goods sold
under the Onsale banner.

As stated above, the merger will be effected by exchanging .565
shares of Onsale for each outstanding share of Egghead.com,
valued at approximately $400 million, in a tax-free
transaction, resulting in current Egghead.com shareholders
owning approximately 47 percent of the combined company.

"On the Internet, scale and brand matter," said Jerry Kaplan,
Onsale's CEO. "Our plan is simple: combine two top technology
retailers to create a clear market leader; pool our marketing
budgets to drive a single brand around the Egghead.com
name; leverage the resulting traffic with Onsale's high
visitor-to-customer conversion rates; and increase efficiency
by eliminating duplicative operating costs.  This enhanced
scale and brand should permit us to offer excellent prices to
consumers while providing an outstanding pre-and-post-sales
Internet shopping experience."

"This business combination represents a further step in the
dramatic evolution of Egghead.com as a leading Internet
commerce company," said George Orban, Egghead.com's CEO.
"Independent research indicates that Egghead is a significant
nationally recognized name for online purchases of technology
products.  We intend to further leverage our brand equity,
capital and management resources to develop the market leading
retailer in our category."

The new Egghead.com will be headquartered in Menlo Park,
California, with operations situated there and in Vancouver,
Washington.  Executives from both companies will join together
to form a single management team.  Onsale is advised by
Morgan Stanley & Co. Incorporated in this transaction, and
Egghead.com is advised by Hambrecht and Quist LLC.

Onsale is a leading Internet real-time retailer providing
low prices and personalized service through automation.
Onsale atCost(TM) offers computer equipment at wholesale prices
directly to businesses and consumers. Onsale atAuction(TM)
offers bargains on excess merchandise and services through
online auctions, such as personal computers, consumer
electronics, sports and fitness equipment, and vacation
packages.

Egghead.com is a leading online retailer of current version and
"off-price" personal computer hardware, software, peripherals
and accessories.  In addition to computer-related products,
Egghead.com sells consumer electronics and other consumer
and business goods.  Egghead operates virtual superstores
for computer hardware, software and off-price goods, and
online auctions.


OWENS CORNING: Retirement Plan Report To Be Delayed
----------------------------------------------------
Owens Corning reports that the Fibreboard Corporation 401(k)
Retirement Plan financial information for the year ended December
31, 1998 could not be filed timely because the process of
gathering information and preparing and compiling financial
statements has required an unexpected amount of time.  The
company informs the SEC that additional time is required to
complete the filing.

Owens has, however, filed the Owens Corning Savings & Security
Plan annual report for the year ended December 31, 1998.  
Interested parties may access that information at
http://www.sec.gov/cgi-bin/srch-edgar?0000075234-99-000017on the  
Internet, free of charge.


PHILIP SERVICES: Seeks Authorization To Employ Leboeuf, Lamb
------------------------------------------------------------
The debtors, Philip Services (Delaware), Inc., et al. seek to
retain Leboeuf, Lamb, Greene & Macrae LLP as special counsel for
the debtors.

The firm will render the following specific services:

Advise Philip in connection with the disposition of its interests
in HydroServe Westlake, LLC and Resource Recovery Techniques of
Arizona, Inc.

Advise Philip in connection with post-closing matters related to
the sale of the civil contracting assets of BEC/Philip, Inc. and
Philip's equity interest in Philip Utilities Management Corp.

Assist with employment matters, including pending litigation
involving a former executive officer of one of Philip's
subsidiaries.

Assist on environmental matters, including advice regarding a
potential superfund site in Modesto, California

Assist on litigation matters, including a potential litigation
claim on behalf of a Philip subsidiary in connection with a
construction contract claim in Beaumont, Texas.

The anticipated range of rates for the firm are
Partners - $325 to $525
of Counsel $325-$375
Associates $215 to $320

Local rates are Partners $225 - $350
                Of Counsel $225-$230
                Associates $100 - $200

For calendar year 1999 to date, Philip has paid LeBoeuf
approximately $790,000.


PITTSBURGH PENGUINS: Deadline for Investment Passes
---------------------------------------------------
Yesterday's deadline for Mario Lemieux to secure $55 million in
investments to back his purchase of the Pittsburgh Penguins
passed yesterday without public comment from his attorneys, but
parties involved said they have every confidence that Lemiuex met
the court's deadline for having the money in escrow, The
Pittsburgh Post-Gazette reported. Bankruptcy Judge Bernard
Markovitz had given Lemieux until yesterday to place
the money in escrow and was given an additional 10 days to
finalize contracts that are part of the team take-over.


PLUMA,INC: Applies to Employ Deloitte & Touche
-----------------------------------------------
The debtor, Pluma, Inc. seeks authority to employ Deloitte &
Touche LLP as independent auditors and accountants.

Deloitte has agreed to render services for the debtor including
the audits of the debtor's financial statements for the years
ending subsequent to December 31, 1998; reviewing and assisting
the debtor in h preparation of the required filings under the
rules and regulations of the SEC, including, but not necessarily
limited to, the Annual Report to Shareholders, Forms 10-K, 10-Q
and 8-K; the assistance and preparation of various Federal and
state income tax returns; the analysis of alternative
restructuring scenarios and the related accounting and reporting
treatments, and performing such other audit, accounting, tax and
advisory services as may be requested by the debtor and their
counsel and agreed to by D&T in connection with the case.


SERVICE MERCHANDISE: Monthly Operating Report
---------------------------------------------
SERVICE MERCHANDISE COMPANY, INC. reports that for the period
ending May 2, 1999, the debtor has total assets of 1,266,411,000,
total liabilities of 1,267,467,000, Net Sales of                                            
326,623,000 and net earnings of  104,468,000.

For the month ended May 30, the company reports TOTAL ASSETS of                                    
1,186,009,000,  TOTAL LIABILITIES of 1,202,094,000, net sales of                                            
157,206,000 and net earnings of Net Earnings (15,060,000).


SGL CARBON: Bayou Steel Claims SGL Is Trying To Circumvent Trial
----------------------------------------------------------------
SGL Carbon Corporation, debtor, filed a motion for an order
establishing a schedule for hearing of objection to the antitrust
proofs of claim.  Bayou Steel Corporation is one purchaser of
carbon graphite electrodes who is suing the debtor for conspiring
to fix prices and allocate market share.

Bayou states that the debtors' request for a hearing is an
attempt to circumvent the November 4, 1999 trial set in the
Eastern District of Pennsylvania and the pending motions to
lift/modify the Automatic stay.  
Bayou states that the schedule should be rejected and the civil
antitrust litigation should proceed with the debtor SGL Carbon
Corporation as a defendant.

Since the debtor's parent agreed to plead guilty to an
international conspiracy to fix electrode prices, the graphite
electrode purchasers are awaiting a trial on their civil actions
in the Eastern District of Pennsylvania. On July 13, 1999, SGL
Carbon filed a motion for an order setting a schedule for an
objection hearing to the antitrust proofs of claim.  The hearing
is set for July 27, one week before the hearing for motions for
relief from the stay. SGL Carbon states that is was not a part of
any conspiracy, and Bayou claims that this statement is totally
inaccurate.

Bayou requests that the court lift the automatic stay, and permit
SGL Carbon Corporation to be an active participant in the
November 4, 1999 trial.


SPECTRAN CORP: Tender Offer By Seattle Acquisition Inc.
-------------------------------------------------------
A tender offer by Seattle Acquisition Inc., a Delaware
corporation, and a wholly owned subsidiary of Lucent Technologies
Inc., has been made to purchase all of the shares of SpecTran
Corporation, a Delaware corporation.  The purchase offer extended
relates to all outstanding shares at a price of $9.00 per share,
net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated July 21, 1999.  The offer is being made pursuant
to an agreement of merger, dated as of July 15, 1999, between the
company, Lucent and the purchaser, Seattle Acquisition Inc.

Following consummation of the merger, the company will continue
as the surviving corporation and will become a wholly owned
subsidiary of Lucent. At the effective time of the merger, each
share issued and outstanding immediately prior to the effective
time (other than shares owned or held in treasury by the company,
owned by the purchaser or Lucent, remaining outstanding held by
any subsidiary of the company or Lucent or owned by stockholders
who have demanded properly and perfected appraisal rights, if
any, under Delaware Law) will be canceled and converted
automatically into the right to receive the offer price.

The initial expiration date for the offer is 12:00 midnight, New
York City time, on August 17, 1999, unless the purchaser extends
the period of time for which the offer is open. Lucent and the
purchaser have agreed that if the minimum condition and other
conditions to the offer are not satisfied on any expiration date
of the offer then, provided that all such conditions are
reasonably capable of being satisfied, the purchaser will extend
the offer from time to time until the conditions are satisfied or
waived, provided that the purchaser will not be required to
extend the offer beyond September 30, 1999.

A full text of the contractural agreement between the parties may
be found at http://www.sec.gov/cgi-bin/srch-edgar?0000950123-99-
006730 on the Internet, free of charge.


STARTER CORP: Court Authorizes Sale
-----------------------------------
The Honorable Peter J. Walsh, US Bankruptcy Court for the
District of Delaware entered an order on July 14, 1999
authorizing the sale of certain assets of debtors to
Schottenstein SC  Acquisition LLC and Value City Department
Stores, Inc. for a total purchase price of $46 million.

The assets include assigned contracts, all claims or causes of
action of the estates of sellers related to the licenses,
intellectual property rights, the inventory, other assets, the
royalties receivable, the trademarks and records relating
primarily to the purchased assets.


TED PARKER: Files For Chapter 11 Bankruptcy
-------------------------------------------
Ted Parker Home Sales Inc., one of the top mobile-home dealers
in southeastern North Carolina, and two subsidiaries have
filed for Chapter 11 bankruptcy, delaying plans the company
had to expand nationwide.

A Parker subsidiary, Carolina Sales, also filed for
bankruptcy on Thursday, according to U.S. Bankruptcy
Court in Wilmington, Del. Another related company, Housing
Retailer Holdings Inc., filed on June 28.

The filings allow the companies to remain in operation while
they lay out a way to stay in business and pay their debts.

Henry Lewis, Parker's chief executive officer, and Norman
Pernick, the lawyer handling the case for the companies,
refused comment on the bankruptcy filings.

Ted Parker, based in Lumberton, had 36 dealerships in
North Carolina, South Carolina and Mississippi in January.

The private company, which began selling manufactured homes
in 1989, had planned to go public and become a nationwide
home retailer within the next three years. This year,
it wanted to open 12 dealerships in Georgia and Louisiana
and possibly in Virginia and Tennessee.

Parker and Carolina Sales currently have 400 employees
and 43 sales outlets, officials said.

Lumberton Economic Development Director Kirk Mattson hopes
that Parker stays afloat.

"It's going to have a big impact potentially, but how big,
that's hard to say," he said. "Maybe there's a healthy
solution to the thing, and it's only a temporary setback. We
don't want anybody to go under and drag a whole lot of
people with them."

In January, Lewis said that GE Investment Private Placement
Partners, a subsidiary of General Electric Co., and
Ardshiel, an investment company specializing in growing
private businesses, bought a significant share of the
company to finance Parker Homes' expansion plans.

Ardshiel and GE Investment have invested together since
1996.

When the announcement was made, Parker officials said the
new investors would not cause any significant changes in
the company, including a move out of Robeson County.

Lewis did not disclose how much the deal was worth or who
had controlling interest in the company. But he noted
that company officials were eager to enter the growing
manufactured housing industry on a national level.

The industry has shown record growth each year since 1990
with more than $ 15 billion in 1998 sales, according to
The Journal, a trade magazine that tracks the sales of
manufactured homes.

In January, Lewis said Ted Parker's sales were improving
year by year. He said company officials decided in 1996
on a three-step growth plan that would culminate in the
company going public in 2001 or 2002.

The first step, Lewis said, was to implement the company's
superstore concept, the second was to seek out a financial
investor and the third was to offer stock options within
24 to 36 months.


UNITED COMPANIES: Announces Appointment of Raemakers as COO
-----------------------------------------------------------
United Companies Financial Corporation (OTC:UCFNQ) announced  the
appointment of Larry Ramaekers as Chief Operating Officer of the
Company, effective July 22, 1999. Mr. Ramaekers, a principal
of the firm Jay Alix & Associates, has been providing consulting
services to the Company since June 15, 1999. Mr. Ramaekers
specializes in complex corporate turnarounds. He provides interim
operating management to companies during debt restructuring and
turnarounds, and has served as an advisor, or interim management,
in the formal reorganization process. "We are delighted to have
someone with Larry's experience and capabilities as a
part our United team," said Deborah Hicks Midanek, Chief
Executive Officer of the Company. "He has a tremendous track
record in terms of managing companies in a turnaround
environment." Most recently, Mr. Ramaekers served as CEO of Umbro
International, a supplier of soccer apparel, footwear and
equipment to professional teams and consumers.  

Mr. Ramakers serves on the Board of Directors of the
Turnaround Management Association and is a member of the American
Bankruptcy Institute. He holds a Bachelors degree in chemical
engineering from the University of Florida and an MBA from the
University of Michigan.  He was formerly a faculty member
teaching management courses at the University of Detroit. United
Companies which services non-traditional consumer loan products
has been in a Chapter 11 reorganization since March 1, 1999.


VIDIKRON TECHNOLOGIES: May File For Chapter 11
----------------------------------------------
Vidikron Technologies Group Inc, Jersey City, N.J., a high-end
home theater developer, announced yesterday that the company and
its Vidikron of America Inc. subsidiary may file for chapter 11,
according to a newswire report. PNC Bank has exercised its right
of setoff against the subsidiary's funds and has mailed letters
to its customers directing them to remit payment directly to PNC.  
The company has attempted to avoid filing and is in negotiations
for an infusion of new capital and a conversion of indebtedness
into equity. The company has signed non-binding term sheets with
certain creditors and security holders.


DLS CAPITAL PARTNERS: Bond Pricing For Week of July 26, 1999
------------------------------------------------------------

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07               15 - 19 (f)
Amer Pad & Paper 13 '05             57 - 59
Asia Pulp & Paper 11 3/4 '05        73 - 74
Boston Chicken 7 3/4 '05             4 - 5 (f)
E & S Holdings 10 3/8 '06           51 - 53
Geneva Steel 11 1/2 '01             21 - 22 (f)
Globalstar 11 1/4 '04               71 - 73
Hechinger 9.45 '12                  12 - 15 (f)
Iridium 14 '05                      18 - 20 (f)
Jitney Jungle 10 3/8 '07            39 - 41
Just for Feet 11 '09                36 - 39
Loewen 7.20 '03                     62 - 64 (f)
Planet Hollywood 12 '05             19 - 21 (f)
Samsonite 10 3/4 '08                85 - 87
Service Merchandise 9 '04           21 - 22 (f)
Sterling Chemical 11 3/4 '06        78 - 79
Sun Healthcare 9 1/2 '07            12 - 15 (f)
Sunbeam 0 '18                       17 - 18
TWA 11 3/8 '06                      62 - 64
Vencor 9 7/8 '05                    30 - 33 (f)
Zenith 6 1/4 '11                    21 - 24 (f)

                   **********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  
Bond pricing, appearing in each Friday edition of the TCR, is
provided by DLS Capital Partners, Dallas, Texas.

S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months delivered
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information, contact Christopher Beard at 301/951-6400.  
       
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