TCR_Public/990802.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Monday, August 2, 1999, Vol. 3, No. 147                                              
                           
                    Headlines

AL TECH: $5 Million To Settle Claim of Korea First Bank
AMERICAN RICE: Monthly Operating Report For June, 1999
AMGAM ASSOCIATES: Order Approves Sale of Barge Assets
AMGAM ASSOCIATES: Order Confirms Joint Plan of Liquidation
BISCAYNE APPAREL: Hearing on Confirmation of M&L Plan

BMJ MEDICAL: Order Authorizes Sale of Assets
BMJ MEDICAL: Order Extending Time To Assume/Reject Leases
CAJUN ELECTRIC: Bid Tops $1 Billion
CODON PHARMACEUTICALS: Court Extends Exclusivity
CODON PHARMACEUTICALS: Court Extends Time To Assume/Reject Lease

COMMERCIAL FINANCIAL: Seeks Authority to Sell Property
CRESCENT AIRWAYS: Chapter 11 Plan
FASTCOMM: Reports Fiscal Year End Results
FITZGERALDS GAMING: Proposed Plan Involves Property Expansion
GLOBALNET FINANCIAL: Freeserve Owns 13.04% After Reverse Split

GOSS GRAPHIC: Case Summary & 20 Largest Unsecured Creditors
HARNISCHFEGER: Meeting of Creditors Re-Scheduled
HARNISCHFEGER: Jay Alix to Lead Turnaround
HARNISCHFEGER: Seeks Approval of $750 M DIP
HECHINGER: Credit Card Program Agreements

HOSPITAL STAFFING: Order Denies Dismissal or Venue Change
LANXIDE: Trustee Seeks Authority For Sale of Assets
MAIDENFORM: Secures $60 Million in Financing
M&L INTERNATIONAL: Hearing on Confirmation of Plan
NATIONAL AUTO: Doubt About Ability To Continue

PSI INDUSTRIES: Files Chapter 11
RENAISSANCE COSMETICS: Status Conference Set
STARTER CORP: Seeks Extension of Exclusivity
STRUTHERS INDUSTRIES: Agreement Calls For Merger/Equity Share
TELETRAC INC: Taps Marathon Capital

UNITED COMPANIES: Sets Bar Date
WSR CORP: Key Employee Severance Program

                   **********

AL TECH: $5 Million To Settle Claim of Korea First Bank
-------------------------------------------------------
The debtor, AL Tech Specialty Steel Corporation, debtor, seeks
approval of a stipulation and settlement and order between the
debtor and Korea First Bank (KFB).  The settlement is in full
satisfaction and final settlement of the claim filed by KFB
against the debtor in the amount of $11.3 million.

Some of the significant terms of the settlement are as follows:

KFB shall have a Class 1 Secured claim in the sum of $4.9
million.

KFB shall have an allowed Class 5 Merger Bank Claim and will
share pro rata in the Class 5distribtuion under the plan,
realizing the sum of $220,000 payable on the effective date of
the plan;

KFB shall vote in favor of the plan.

The debtor submits that the counsel to the Creditors' Committee,
the United Steelworkers of America and Atlas Steels, Inc. have
all reviewed and approved the terms of the stipulation and each
of them joins in and supports the relief sought by the motion.


AMERICAN RICE: Monthly Operating Report For June, 1999
------------------------------------------------------
For the month ending June 30, 1999, the debtor, American Rice,
Inc. reports a net loss of $901,000 on revenues of $13.5 million.  
This compares to a loss of $304,000 on revenues of $13.8 million
for the preceding month.


AMGAM ASSOCIATES: Order Approves Sale of Barge Assets
-----------------------------------------------------
On July 23, 1999, the US Bankruptcy Court for the Southern
District of Mississippi entered an order approving the sale of
the Gold Shore Casino barge to The President Riverboat Casino-
Mississippi, Inc.


AMGAM ASSOCIATES: Order Confirms Joint Plan of Liquidation
----------------------------------------------------------
On July 23, 1999, the US Bankruptcy Court for the Southern
District of Mississippi entered an order confirming the first
amended joint plan of liquidation for AMGAM Associates and
American Gaming and Resorts of Mississippi, Inc.


BISCAYNE APPAREL: Hearing on Confirmation of M&L Plan
-----------------------------------------------------
On August 31, 1999, a hearing will be held to consider
confirmation of the plan of M&L International, Inc. one of the
debtors.  The hearing will be held at 10:00 AM in Courtroom 610
at the US Bankruptcy Court, One Bowling Green, New York, New York
10004-2209.


BMJ MEDICAL: Order Authorizes Sale of Assets
--------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the sale of the debtor's assets to USPI.  In
accordance with the terms of the Sale Contract, the purchaser
shall pay to BMJ Chandler the sum of $5 million less earnest
money deposit paid.


BMJ MEDICAL: Order Extending Time To Assume/Reject Leases
---------------------------------------------------------
By court order entered July 23, 1999, the debtors, BMJ Medical
Management, Inc., et al. are granted an extension of the period
in which the debtors may assume or reject leases, to and through
November 22, 1999.


CAJUN ELECTRIC: Bid Tops $1 Billion
-----------------------------------
Southwestern Electric Power Co. (SWEPCO), the Committee of
Certain Members and Washington-St. Tammany Electric Cooperative
have increased the proposed purchase price in their joint
reorganization plan for Cajun Electric Power Cooperative to
$1.0255 billion. This is a $35 million increase over the previous
bid of $990.5 million on June 22. The new bid was submitted
yesterday; the plan calls for an affiliate of SWEPCO to acquire
Cajun's non-nuclear assets and provide power to cooperatives
through new, consensual, long-term power agreements. The new bid
exceeds rival Louisiana Generating's base bid by $30.5 million.
(ABI 30-July-99)


CODON PHARMACEUTICALS: Court Extends Exclusivity
------------------------------------------------
By order of the US Bankruptcy Court for the District of Delaware,
the debtors, Codon Pharmaceuticals, Inc. and Oncor, Inc. are
granted an extension of the exclusive period within which the
debtors may file a plan or plans of reorganization for 60 days
through and including August 25, 1999.

The debtors are also granted an extension of the exclusive period
within which the debtors may solicit acceptances of any such plan
through and including October 25, 1999.


CODON PHARMACEUTICALS: Court Extends Time To Assume/Reject Lease
----------------------------------------------------------------
By order entered on July 22, 1999, the debtors, Codon
Pharmaceuticals, Inc. and Oncor, Inc. are granted an extension
through and including August 27, 1999 to assume or reject its
unexpired lease of nonresidential real property.


COMMERCIAL FINANCIAL: Seeks Authority to Sell Property
------------------------------------------------------
The debtor, Commercial Financial Services, Inc. seeks authority
to sell substantially all of its tangible personal property
located in the leased premises at the Shepherd Mall in Oklahoma
City and certain property at CFS's offices in Tulsa, and to
modify assume and assign that lease to NCO Financial Systems,
Inc. or to a higher bidder at auction.

The primary terms of the Purchase Agreement provide for a
purchase price of $2.4 million cash, and a modification and
assignment of the lease.  Competing bids will be in increments of
at least $50,000.  A fee of $40,526 is provided in the event NCO
is not the successful purchaser.


CRESCENT AIRWAYS: Chapter 11 Plan
---------------------------------
The US Bankruptcy Court for the Northern District of Georgia,
Gainesville Division entered an order on July 21, 1999 approving
the Disclosure Statement of the debtor, Crescent Airways Corp.

A hearing on confirmation of the amended plan will be held on
August 25, 1999 at 9:30 AM.

Crescent Corp., Crescent Inc. and Dooley have been substantially
liquidated.  The primary objective of the plan is to provide a
mechanism for the liquidation proceeds to creditors with Allowed
Claims in accordance wit a priority scheme that is consistent
with the requirements of the Bankruptcy Code.  Unsecured
claimants are impaired under the plan.  Estimated unsecured
claims total $4.4 million.  Estimated payout as a percentage of
unsecured claims totals 59%. (55% payout anticipated under
liquidation scenario).


FASTCOMM: Reports Fiscal Year End Results
-----------------------------------------
July 29, 1999--FastComm(OTC BB: FSCX) Communications Corp.
reported today its financial results for its fiscal year ended
April 30, 1999. Revenue for the period was $ 4.7 million, down
from $ 8.9 million in the previous fiscal year.

There was a net loss of $ 5.5 million ($ .43 per share) that
included a $833,000 extraordinary gain ($ .06 per share)
generated by the Company's reorganization and reorganization
expenses totaling $ 650,000. This compared favorably to a $ 9.1
million ($ .87 per share) loss a year ago.

"The Chapter 11 hampered our selling efforts this past year,"
said Peter C. Madsen, FastComm president. "Our plan of
reorganization, which was confirmed on March 30, 1999, achieved
my personal goals of 100% payback to our creditors without
impairing the ownership positions of our shareholders."

The Company cut costs sharply during the year. Operating expenses
declined from $ 11.7 million in fiscal 1998 to $ 7.6 million in
fiscal 1999. This represents a 35% reduction. $ 2 million in
nonrecurring legal and professional fees inflated spending levels
in the last two fiscal years. "I am pleased with the $ 4 million
decline in operating expenses and look forward to the positive
near term effect these reductions will have on our return to
profitability." Madsen stated.

The year was highlighted with the purchase of KG Data Systems and
the acquisition of voice over data technology from Alcatel. KG
Data, now called the Mainframe Communications Division of
FastComm, develops and maintains a front-end processor
replacement for IBM mainframe computer networks. Initial
versions of the product are now shipping. The Company believes
this to be an exciting new vertical market, that of IBM's major
and large multi-national customers. The voice over data product
is a result of 3 years of development. FastComm executed a
license agreement whereby FastComm will continue development
and commence worldwide distribution, marketing and sales.
"FastComm was on the way to developing a product much like the
one we see today. This agreement gives us the ability to shorten
the time-to-market significantly. I would have to say that this
was a perfect investment opportunity," Madsen stated.

The Company has an order backlog for the GlobalStack(TM) and
MetroLan(TM) products and will commence shipments of these
products in the second fiscal quarter, beginning August 2, 1999.
The Company also plans shipments of the larger ChanlComm 7790(R)
during the second quarter.

"Fiscal year 2000 has started off strong," stated Madsen. "The
Company recently booked a $ 1 million order from Amadeus, a
world-renowned reservation system, and has executed new
distributor agreements in South America, Europe and Asia. The
Company closed a private placement of common shares and warrants
that generated an immediate $ 1 million and has a potential worth
of $ 3.6 million when the attached warrants are exercised. I am
looking forward to a new year with new products and a new
reorganized company," Madsen stated.

FastComm designs, develops, and manufactures advanced
WAN/LAN/Global network routing and switching equipment,
controllers and processors for mainframe and Unisys environments,
Internet access products, and related networking devices.
It is a total network systems solutions provider specializing in
Voice/Fax/Video/Data over IP and Frame Relay.

The company is also a leader in the effort to provide optimal
migration paths for legacy networks moving toward newer routing
technologies. Its goal is to provide customers with leading-edge
networking technology and a cost-efficient means of incorporating
these technologies into new or existing networks. FastComm prides
itself on their ability to customize networks to the specific
needs of their customers. Its customer base includes state
governments, federal agencies, and domestic and international
corporations located throughout the world.


FITZGERALDS GAMING: Proposed Plan Involves Property Expansion
-------------------------------------------------------------
Fitzgeralds Gaming Corporation, under an Indenture dated
December 30, 1997, issued $205 million of 12 1/4% Senior
Secured Notes due 2004. The Indenture provides that the failure
to pay interest when due and payable, which failure continues
for 30 days, constitutes a default which gives rise to certain
remedies in favor of the holders of the notes. On May 13,
1999, the company's Board of Directors determined that,
pending a restructuring of its indebtedness, it would not
be in the best interest of the company to make the regularly
scheduled interest payments on the notes and, as of July 15,
1999, the company had not made the regularly scheduled interest
payment on the notes which was due and payable on June 15,
1999. Accordingly, a default under the Indenture has occurred
and is continuing.

Fitzgeralds has been advised that an informal committee,
representing holders of a majority in interest of the notes,
has been formed and that the committee has retained both a
financial adviser and legal counsel, certain costs of which
will be borne by the company. Fitzgeralds has initiated
discussions with representatives of the committee concerning
a restructuring of the company's indebtedness. The company
says it believes that its liquidity and capital resources
are sufficient to maintain all of its normal operations at
current levels during the anticipated restructuring period
and does not anticipate any adverse impact on its operations,
customers or employees.

The central strategic component of Fitzgeralds' proposed Plan
involves, in addition to the restructuring of its indebtedness
and capital structure, making substantial capital expenditures
at both its Black Hawk and Tunica properties. The Black Hawk
expenditures are currently expected to total approximately
$12.7 million and to be completed by the end of the year
2000. The expenditures would include an expansion of the
existing casino facility to accommodate approximately 250
additional gaming machines, acquisition of land for the
casino expansion and additional parking and the addition of
approximately 200 additional parking spaces and modifications
to the existing parking garage. The Tunica expenditures are
expected to total approximately $17.3 million and would
also be expected to be completed by the end of the year
2000. The Tunica expenditures would include a reconfiguration
of the existing casino with the addition of approximately 300
gaming machines, accelerated replacement of approximately 200
gaming machines, construction of a covered 400-space parking
garage and the expansion and improvement of the food outlets.
These expenditures would be financed by a combination of cash
on hand, free cash flow during the restructuring period and
additional borrowings of approximately $15.0 million. The
proposed Plan does not contemplate any material sales of
assets by the company.


GLOBALNET FINANCIAL: Freeserve Owns 13.04% After Reverse Split
--------------------------------------------------------------
Freeserve plc, a public limited company organized under
the laws of England and Wales has filed a statement with
the Securities & Exchange Commission related to their equity
interest in Globalnet Financial Com Inc. Freeserve is a leading
U.K. Internet portal that delivers both free Internet access
and an integrated offering of U.K.-focused content, e-commerce
and community. Freeserve plc is a wholly owned subsidiary of
Dixons Group plc, a public limited holding company organized
under the laws of England and Wales. It is the U.K.'s leading
consumer electronics retailer in terms of sales.

On May 12, 1999, Freeserve acquired 8,382,669 shares of
common stock of Globalnet Financial under the terms of an
investment letter between Freeserve and Globalnet, dated
May 7, 1999.  The agreement provided that Freeserve would
purchase 2,000,000 shares of common stock at $1.00 per share
pursuant to the terms of the outstanding warrant held by
Dixons Overseas Investments, Ltd., an affiliated company,
as well as 6,382,669 new shares of common stock at $2.00
per share. In addition, the agreement granted Freeserve
anti-dilution rights for a period of 30 months that allow
Freeserve to maintain its ownership percentage in the case
of future offerings of shares, the right to designate one or
two of the company's directors, at its option, and a warrant
to purchase additional shares of the company's common stock,
exercisable at a price of $2.25 per share, in sufficient
quantity to take its aggregate shareholding up to 19.9%. The
warrant expires 30 months from the date of the agreement.

Globalnet Financial provides investment-related information
services and is the provider of Freeserve's Money Channel
under the brand name UK.iNvest.com.  The company's shares
are traded on the Over-The-Counter Market and are registered
under Section 12 of the Securities and Exchange Act of 1934,
as amended. The agreement was consummated pursuant to and in
accordance with the laws and practice of the United States. On
July 6, 1999, the company effected a six-for-one reverse share
split. As a result, Freeserve currently holds 1,397,111 shares
of Globalnet's common stock.

According to Freeserve the shares of the company's common
stock were purchased as an investment. Freeserve says it has
invested in the company in order to potentially profit from
the company's growth and to have a voice in the development
of its product offering, which is included on Freeserve's
portal. Freeserve indicates it does not have any present
plans or proposals to increase its investment above 19.9%.

After giving effect to the July 6, 1999, reverse share split,
Freeserve beneficially owns and has the sole power to vote
and dispose of 1,397,111 shares of the common stock, or
approximately 13.04% of the company's outstanding common
stock. In addition, under the agreement described above,
Freeserve has a warrant to purchase additional shares of
Globalnet's common stock.

Through its ownership of Freeserve, Dixons may also be
considered to be a beneficial owner of such shares of common
stock, and may be deemed to share with Freeserve voting and
dispositive power with respect to such shares of common stock.


GOSS GRAPHIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Goss Grpahic Systems, Inc.
         700 Oakmont Lane
         Westmont, IL

Other Filing Entities: Goss Graphic Systems, Inc.; GGS Holdings,
Inc., Goss Realty LLC

Type of business: Produces newspaper and insert printing press
systems and produces commercial printing press systems.

Court: District of Delaware

Case No.: 99-50117    Filed: 07/30/99    Chapter: 11

Debtor's Counsel:  
                  
James Sprayregen
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL

Laura Davis Jones
Young, Conaway Stargatt & Taylor, LLP
11th Floor, Rodney Square North
Wilmington, Delaware
                  

Total Assets:            $586,460,000
Total Liabilities:       $646,744,000

No. of shares of preferred stock      89,622          2 holders
No. of shares of common stock         1177900        21 holders

20 Largest Unsecured Creditors:

   Name                              Nature            Amount
   ----                              ------            ------
Bankers Trust Company, as Agent    Bank Loan        approx. $200M
Credit Suisse First Boston Corp   Unsec. Note       71,297,000
Chase Bank of Texas, NA           Unsec. Note       42,500,000
Bank of New York                  Unsec. Note       25,090,00
SSB- Trust Custody                Unsec. Note       19,750,000
Chase Manhattan Bank              Unsec. Note       18,085,000
Boston safe Deposit and Trust     Unsec. Note       14,875,000
State Street Bank and Trust Co    Unsec. Note       12,675,000
Bank of America Securities LLC    Unsec. Note        8,545,000
Webcraft Technologies, Inc.        Litigation        5,418,451
(disputed)
Baldwin/Enkel                     Trade Debt         4,648,000
MEG-TECH                          Trade Debt         3,398,000
Citibank NAI                      Unsec. Note        3,250,000
Brown Brothers Harriman & Co.     Unsec. Note        2,825,000
Honeywell                         Trade Debt         2,155,000
Trace-A-Matic                     Trade Debt         1,858,000
Webber Metals                     Trade Debt         1,801,000
BNA                               Litigation         1,431,224
Donaldson Lufkin and Jenrette    Unsecured Note      1,385,000
Chase Manhattan Bank/MSTC Unsecured Note 1,135,000
TW Davis/George Hall               Trade Debt        1,080,000


HARNISCHFEGER: Meeting of Creditors Re-Scheduled
------------------------------------------------
The United States Trustee for Region III has rescheduled the
First Meeting of the Debtors' creditors to be held pursuant to 11
U.S.C. Sec. 341(a).

The meeting will be convened at 10:00 a.m. on August 6, 1999,
in the DuBarry Room at the Hotel DuPont located at 11th and
Market Streets in Wilmington, Delaware.

No creditor is required to attend the 341 Meeting, but all
creditors are welcome.  The 341 Meeting is the only time
during a chapter 11 proceeding that a responsible officer of
the debtor is required to appear and submit to an examination,
under oath, by creditors, any indenture trustee, any trustee or
examiner appointed in the case, and the United States Trustee.
(Harnischfeger Bankruptcy News Issue 6; Bankruptcy Creditors'
Services Inc.)


HARNISCHFEGER: Jay Alix to Lead Turnaround
--------------------------------------------------------------
Prior to joining Harnischfeger as its Chief Restructuring
Officer, Robert N. Dangremond served full-time as the chief
restructuring officer at Zenith Corporation.  Prior to his
Zenith appointment (which is winding- down as Zenith prepares
to emerge from chapter 11), he served as President and CEO of
Forstmann & Company, a diversified manufacturer and distributor
of woolen fabrics and as Chairman and CEO of AM International,
an international manufacturer and distributor of printing and
graphics equipment. Both of these companies were in essence,
out of cash, out of alternatives, and being written off as
hopeless. In each case, Bob managed the strategic repositioning
of core operations, negotiated refinancings and divestitures,
and implemented aggressive cost reductions and comprehensive
working capital initiatives. Both companies were successfully
reorganized.  (Harnischfeger Bankruptcy News Issue 6; Bankruptcy
Creditors' Services Inc.)


HARNISCHFEGER: Seeks Approval of $750 M DIP
-------------------------------------------
The Debtors and Chase entered into a Second Amendment to the DIP
Credit Agreement providing that each of the Additional Debtors
filing bankruptcy petitions on June 28, 1999, are added as
guarantors of Harnischfeger's borrowings under the DIP Facility.

          * * *

Resolving all of the Committee's post-petition
financing-related concerns, in exchange for the Committee's
full support of the DIP Financing Pact, the Debtors and the
Committee entered into a Stipulation providing that:

    1. Working Capital Advances to Foreign Subsidiaries.
    From and after the Filing Date, the Debtors
    shall not, directly or indirectly, make loans
    or advances to, or investments in, any of their
    Foreign Subsidiaries to finance the working capital
    requirements of their Foreign Subsidiaries in an
    aggregate amount in excess of $90 million unless
    HII shall have given the Committee at least five (5)
    days prior written notice of the intention to do so.
    Any such notice shall set forth the amount of the
    loan, advance or investment proposed to be made, the
    Foreign Subsidiary to which such loan or advance or
    in which such investment is proposed to be made,
    the most recent audited and unaudited balance
    sheet available for such Foreign Subsidiary and,
    to the extent available, a reconciliation of the
    intercompany accounts between such Foreign Subsidiary
    and the Debtors.

    2.  Repayment of or Letter of Credit Support for
    Indebtedness of Foreign Subsidiaries.  From and after
    the Filing Date, the Debtors shall not, directly
    or indirectly, (i) make loans or advances to, or
    investments in, any of their Foreign Subsidiaries
    to be used to repay any Indebtedness of any of their
    Foreign Subsidiaries or (ii) cause Letters of Credit
    to be issued in favor of any creditor of any of
    their Foreign Subsidiaries in an aggregate amount,
    cumulatively, in excess of $30 million unless HII
    shall have given the Committee at least five (5)
    days prior written notice of the intention to do so.
    Any such notice shall set forth the amount of the
    loan, advance or investment proposed to be made or
    the terms of the Letter of Credit proposed to be
    issued, the Foreign Subsidiary to which such loan
    or advance or in which such investment is to be made
    or in favor of whose creditors such Letter of Credit
    is to be issued, a summary of the material terms of
    the Indebtedness proposed to be repaid or supported
    thereby (with copies of any relevant documentation),
    the most recent audited and unaudited balance
    sheet available for such Foreign Subsidiary and,
    to the extent available, a reconciliation of the
    intercompany accounts between such Foreign Subsidiary
    and the Debtors.  In addition, in the event that
    any Foreign Subsidiary shall create any Lien on any
    of its assets to secure any Indebtedness of any of
    the Foreign Subsidiaries, HII shall provide written
    notice thereof to the Committee, such notice to
    include a summary of the terms of the Indebtedness
    so secured and a description of the property to
    which such Lien has attached (including any recent
    valuation thereof, if available).  In addition, HII
    shall not permit any of the Foreign Subsidiaries
    to create any Lien on any of its assets to secure
    any of the Indebtedness of any of the Debtors.

    3.  Funding of Beloit Corporation and its
    Subsidiaries.  From and after the Filing Date,
    neither HII nor any other Debtor which is not part
    of the Beloit Group (as hereinafter defined) shall,
    directly or indirectly, make loans or advances to,
    or investments in, Beloit Corporation ("Beloit")
    or any of its Subsidiaries (together with Beloit,
    the "Beloit Group") in an aggregate amount,
    cumulatively, in excess of $115 million (excluding
    funds transferred from HII to Beloit and then
    advanced by Beloit to Joy Technologies Inc. or one
    of its Subsidiaries or Harnischfeger Corporation or
    one of its Subsidiaries) unless HII shall have given
    the Committee at least five (5) days prior written
    notice of its intention to do so.  Any such notice
    shall set forth the amount of the loan, advance or
    investment proposed to be made, the entity to which
    such loan or advance or in which such investment is
    to be made, a reconciliation of the actual results of
    operations for Beloit and its Subsidiaries as against
    the HII Rolling Budgets for Fiscal Years 1999 -
    2000, dated June 24, 1999, the most recent audited
    and unaudited consolidated balance sheet available
    for Beloit and its Subsidiaries and, to the extent
    available, a reconciliation of the intercompany
    accounts between HII and Beloit and its Subsidiaries.

    4.  Beloit Bid Limitations. No member of the Beloit
    Group shall bid on any contract under which the
    aggregate amount of payments to the Beloit Group
    would equal or exceed $5 million unless the Senior
    Management Committee of Beloit shall have reviewed
    and approved such bid.  At the end of each calendar
    quarter, Beloit shall provide the Committee with
    written notice of all such contracts entered into
    by the Beloit Group during such calendar quarter
    and, at the request of the Committee, Beloit shall
    provide the Committee with all information provided
    to the Senior Management Committee in connection
    with its review and approval of any such bid.
    In addition, no member of the Beloit Group shall bid
    on any contract under which the aggregate amount
    of payments to the Beloit Group would equal or
    exceed $50 million or under which any member of
    the Beloit Group would be required to provide a
    Letter of Credit (or other form of credit support)
    in favor of the other party to such contract in
    an aggregate amount equal to or in excess of $15
    million unless HII shall have given the Committee
    at least five (5) days prior written notice of the
    intention of such member of the Beloit Group to
    submit such a bid.  Any such notice shall include
    all information provided to the Senior Management
    Committee in connection with its review of such bid.

    5.  Amendment, Modification or Waiver of Financial
    Covenants and Funding Limitations in the Credit
    Agreement.  HII shall not enter into any amendment,
    modification or waiver agreement with the other
    parties to the Credit Agreement relating to
    (1) the definition of Letter of Credit or (ii)
    any of the provisions of Section 6 of the Credit
    Agreement (except as provided in paragraph 7 hereof)
    without giving the Committee at least five (5) days
    prior written notice of its intention to do so.
    In addition, HII shall not enter into an effective
    adjustment with the Agent and the other relevant
    parties of the maximum dollar amounts described in
    the last sentence of Section 6. 1 0 of the Credit
    Agreement pursuant to such last sentence of Section
    6. 1 0 without giving the Committee at least five
    (5) days prior written notice of its intention to
    do so.  Any such notice shall include a copy of the
    proposed amendment, modification or waiver agreement
    or adjustment and of any written information provided
    to the Agent, the Banks or the financial advisor
    to the Banks in connection with the solicitation of
    such amendment, modification or waiver or adjustment.

    6.  Financial Statements and Reports under the Credit
    Agreement.  HII shall provide to the Committee,
    contemporaneously with the delivery of same to
    the Agent and the Banks, copies of all financial
    statements and reports required to be delivered to
    the Agent and the Banks under Section 5.01 of the
    Credit Agreement.

    7.  Breakdown of Capital Expenditures Covenant.
    HII shall not permit any of Beloit Corporation or any
    of its Subsidiaries, Joy Technologies, Inc. or any of
    its Subsidiaries or Harnischfeger Corporation (a/k/a
    P&H Equipment or Harnco) or any of its Subsidiaries
    to make Capital Expenditures during each calendar
    quarter in an aggregate amount in excess of:


                * * *

Resolving concerns raised by Mutual Series (the MSF Municipal
Income Trust and MFS Series Trust III on behalf of MSF
Municipal High Income Fund and MFS High Yield Opportunities
Fund, Series of the Trust), the Debtors entered into a letter
agreement with Mutual Series providing that:

    A.  All notices, rights to be heard and other
    entitlements, granted to the Official Committee
    of Unsecured Creditors in connection with the DIP
    Financing shall be granted, with equal force and
    effect, to MSF.

    B.  The Debtors acknowledge that Joy Technologies,
    Inc. ("Joy") is solvent, with a net book value
    as of May 31, 1999, in the amount of $364,060,000
    (inclusive of intercompany liabilities).

    C.  The Debtors will notify MSF in writing of any
    reduction in the net book value of Joy of 10% or
    more within 5 days of any such reduction.  If such
    a reduction occurs, the Debtors shall thereafter
    provide MSF with periodic financial statements for
    Joy as they are prepared by the Debtors' internal
    accounting staff or their outside auditors.

    D. MSF's rights to take any action in these cases
    are fully preserved and shall not in any way be
    limited by reason of the Debtors' commitments in
    the foregoing paragraphs.

    E.  All notices, financial statements and other
    information to be provided to MSF hereunder
    shall be (i) sent by facsimile transmission to
    the undersigned and to Heidi Paulson, Esq. at MSF
    Investment Management, 500 Boylston Street, Boston,
    MA 02116-3741, Fax No. (617) 350-2181, and (ii)
    simultaneously filed with the Bankruptcy Court.

Mutual Series is represented by David M. Friedman, Esq.,
at Kasowitz, Benson, Torres & Friedman, LLP, in the Debtors'
chapter 11 cases. (Harnischfeger Bankruptcy News Issue 6;
Bankruptcy Creditors' Services Inc.)


HECHINGER: Credit Card Program Agreements
-----------------------------------------
The debtors, Hechinger Investment Company of Delaware, Inc., seek
approval of stipulated order regarding credit card program
agreements by and between the debtors and GE Capital and
Monogram.  GE Capital, Monogram and the debtors are authorized to
operate under the Program Agreements, as amended by the
Stipulated Order, in the ordinary course of business.  The
automatic stay is modified to permit GE Capital, Monogram and the
debtors to transact business in the ordinary course under the
Program Agreements.  In connection with the Builders Square
Program Agreement, GE Capital has established a Reserve Account
of $5 million plus interest as security for the obligations under
the Builders Square Program Agreement.  The debtors are not
seeking to assume the agreements at this time, simply to continue
to operate under the terms of the agreements during the pendency
of these cases.


HOSPITAL STAFFING: Order Denies Dismissal or Venue Change
---------------------------------------------------------
The US Bankruptcy Court for the Southern District of Florida,
Broward Division denies the motion of the US Trustee to dismiss
the case, or in the alternative to change venue.

The court reasons that if these cases were dismissed, CHF would
foreclose on its lien and extinguish all funds available for
satisfaction of creditors' claims.  Such a diminution in funds
would greatly prejudice creditors' interests, thus precluding the
court from dismissing the cases.  Without dismissal of the case,
the carve-out order establishes a creditor pool, funded by
depositing $.25 from every dollar collected by the Trustee.  
After paying the Trustee's fees, all funds will be distributed to
creditors pursuant to a distribution scheme.  Realistically, the
court agrees that only administrative claimants' claims will be
satisfied.

As to a change in venue, the court claims it is too late, and
that if venue were transferred now, it would only result in a
duplication of claims.


LANXIDE: Trustee Seeks Authority For Sale of Assets
---------------------------------------------------
A hearing is set for July 29, 1999 for the court to consider the
trustee's motion authorizing a sale of substantially all of the
debtor's assets free and clear of liens, claims and encumbrances,
approving bidding procedures including, without limitation,
break-up fee provision; and scheduling a hearing to consider
final approval of the sale.


MAIDENFORM: Secures $60 Million in Financing
--------------------------------------------
As the final step in completing its emergence from Chapter 11
status, Maidenform Worldwide Thursday secured $60 million in
asset-based financing from G.E. Capital.  This financing is part
of an overall plan of reorganization approved earlier this month
by the Honorable Cornelius Blackshear of the U.S. Bankruptcy
Court.  He praised Maidenform and its legal professionals
for conducting and presenting "one of the most professionally
managed cases" in his 13 years of judicial experience.

Maidenform, which filed for Chapter 11 protection from creditors
in 1997, owns 93 percent of NCC Industries. Maidenform, based in
New York, won court approval to exit bankruptcy protection on
July 14. It plans to give lenders $110.4 million worth of the
reorganized company in stock. Secured creditors are to receive 10
million shares worth about $11 each. Maidenform plans to exit
bankruptcy formally under a new name, Maidenform Inc., said the
company's lawyer, Alan Miller.


M&L INTERNATIONAL: Hearing on Confirmation of Plan
--------------------------------------------------
On August 31, 1999, a hearing will be held to consider
confirmation of the plan of M&L International, Inc. one of the
debtors.  Th hearing will be held at 10:00 AM in Courtroom 610 at
the US Bankruptcy Court, One Bowling Green, New York, New York
10004-2209.


NATIONAL AUTO: Doubt About Ability To Continue
----------------------------------------------
National Auto Credit, Inc. (OTC Bulletin Board: NAKD) today
announced financial results for its fiscal years ended January
31, 1998 and 1999, and the restatement of previously issued
results for fiscal years 1995, 1996 and 1997.

National Auto Credit (NAC) hired the independent accounting firm
of Grant Thornton LLP in 1998 to re-audit its fiscal 1997
financial statements and to audit the statements for fiscal 1998
and 1999.  The audit report of Grant Thornton LLP was unqualified
but did indicate that "substantial doubt about the company's
ability to continue as a going concern" exists as the result
of the company's fiscal 1998 and 1999 losses, its lack of debt
financing, pending stockholder litigation and regulatory
investigations.

NAC's previously released financial statements have been restated
to reflect the following:

*  the provision for credit losses for fiscal 1997 was increased
to $40,855,000 from $11,005,000 as previously reported for that
period, to reflect the use of corrected information and a
refinement of its credit-loss estimation methods;

*  the provision for self-insurance claims in fiscal 1997 was
decreased by $7,880,000 for losses paid in that fiscal period,
but which should have been reserved for in fiscal 1996;

*  the fiscal 1997 charge relating to the settlement of an
employee class-action lawsuit concerning overtime pay was reduced
by $3,000,000 to accrue that additional portion of the loss as
having been probable by the end of fiscal 1996;

*  additional adjustments, totaling a net of $381,000, were made
to correct other errors, including reporting the loss on certain
Florida real estate in fiscal 1997, rather than in the first
quarter of fiscal 1998, as previously reported;

*  the income tax provision for fiscal 1997 was reduced by
$7,221,000 to reflect the tax effects of the adjustments
previously outlined; and

*  stockholders' equity as of the beginning of fiscal 1997 was
decreased by $10,154,000 to reflect corrections to fiscal 1995
and 1996 related to foreign currency accounting, the accrual of
the additional self-insurance claims in fiscal 1996 and the
accrual of the additional employee litigation cost in fiscal
1996.

For the fiscal year ended January 31, 1997, the company's
restated net income totaled $7,171,000, or $0.25 per share, on
revenues of $63,872,000. Income from continuing operations, as
restated, was $7,568,000, or $0.26 per share.  For the fiscal
year ended January 31, 1998, NAC incurred a net loss of
$91,684,000, or $3.21 per share, primarily due to a 43.0 percent
decline in revenues and an increase in the provision for credit
losses to $116,049,000. The loss from continuing operations was
$85,711,000, or $3.00 per share. For the fiscal year ended
January 31, 1999, NAC reported a net loss of $15,615,000, or
$0.55 per share, as revenues declined 55.3 percent to
$16,279,000, due primarily to a reduction in the size of the
company's loan portfolio.  The company did not obtain any new
debt financing in 1999.  The company financed its operation and
the repayment of $83,838,000 of outstanding bank and subordinated
note debt with the cash flows from the collections on
installment loans and a $52,079,000 refund of previously paid
income taxes generated by the carryback of its 1998 losses.  Cash
flows from the collections on installment loans produced a
$79,734,000 net reduction in the size of the loan portfolio.  
During the year, the company incurred $9,585,000 in costs
associated with the stockholder litigation, regulatory
investigations, internal investigations and management changes
that commenced after the January 1998 resignation of Deloitte &
Touche LLP as the company's independent auditors.  "These
financial results have been long in coming, but it was important
to ensure the information was thoroughly reviewed so that a solid
foundation exists to build upon going forward," said Allen D.
Rice, president of NAC.

Rice cautioned that the company is currently without financing to
purchase new loans.  "We continue to pursue new debt or equity
financing, but the pending litigation is making such
efforts difficult," he explained. Rice said that progress is
being made in stabilizing the affairs of the company and ensuring
the proper financial controls and reporting systems are
in place.  He cited the formation of an internal audit function
in July 1998 and the hiring of an internal auditor in October of
that year.  "NAC's current cash balance of approximately $40
million, combined with the cash flows from loan collections, are
expected to be sufficient to pay operating expenses, existing
liabilities and to make some level of new loan purchases over the
next 12 months," Rice said.  The company said it expects to hold
its annual meeting of stockholders on Wednesday, September 15,
1999.  The annual report and proxy are expected to be
mailed to all stockholders of record as of August 2, 1999.

National Auto Credit, Inc. is a specialized financial services
company which invests in sub-prime, used-automobile consumer
loans and which take the form of installment loans collateralized
by the related vehicle.  The company purchases such loans from
used-automobile  dealerships that participate in the
company's loan purchase program.  It also performs the
underwriting and collections functions for all the loans
purchased.  NAC's operations enable these dealers to provide
financing to customers who have limited access to more
traditional consumer credit sources or might otherwise be unable
to obtain financing.


NEVADA BOB'S: Signing of Definitive Agreement
---------------------------------------------
Lyle P. Edwards, President and CEO of Nevada Bob's Canada Inc.
("Nevada Bob's Canada"), Tom Russell, President of Nevada Bob's
Pro Shop, Inc. ("Nevada Bob's Pro Shop"), and Marc Gunderson,
President and CEO of GDH International, Inc. ("GDH") announced
today that the parties have signed a Definitive Agreement
under which Nevada Bob's Canada would acquire Nevada Bob's Pro
Shop and GDH.

The Definitive Agreement was addressed in the Disclosure
Statement to the Nevada Bob's Pro Shop Plan of Reorganization
which has been filed and accepted in the United States Bankruptcy
Court for the District of Nevada.  A hearing is scheduled for
August 25, 1999, at which time it is expected the Plan
of Reorganization will be confirmed.  It is expected that the
plan will become effective within ten days of confirmation.

As discussed in the joint press release issued by the companies
on July 1, 1999, the transaction contemplates March Acquisition,
Inc. ("MAI") becoming the sole owner of all of the stock of
Nevada Bob's Pro Shop and the subsequent acquisition of MAI and
GDH by Innovative Sports Solutions, Inc. ("ISS") through an
exchange of stock.  Nevada Bob's Canada would then acquire all of
the stock of ISS through the issuance of stock and warrants.  New
directors representing the interests of the acquired companies
would be added to the Board of Directors of Nevada Bob's Canada.  
In addition, the current management team of Nevada Bob's Canada
would retain primary management responsibility for the combined
company.

Nevada Bob's Canada is currently in negotiations with Foothill
Capital, a subsidiary of Wells Fargo Bank, to provide long-term
post-merger financing for the combined entities.

The closing of the transaction is subject to shareholder approval
and the approval of all applicable regulatory authorities,
including the Toronto Stock Exchange.


PSI INDUSTRIES: Files Chapter 11
--------------------------------
PSI Industries, Inc. (OTC Bulletin Board: PSII), maker of the
Message Camera plus(TM), today announced it has filed for
protection under Chapter 11 of the Federal Bankruptcy code.

The filing became necessary as management continued to find
substantial accounting irregularities.  On June 2, 1999, the
International Trade Commission (ITC) issued a general exclusion
order prohibiting members of the photographic industry from
importing certain lens-fitted film packages, also known as one-
time use cameras covered by Fuji patents.  As a result of
this ruling, the Company took a $2.9 million write down of
inventory, resulting in the Company becoming out of covenant with
LaSalle National Bank, its primary lender.

Management has retained Silverman Korenthal & Company of Skokie,
IL, a management consulting firm, to assist as financial advisor
to PSI. In addition, an Audit Committee comprised of two outside
Board Members, has been established and approved by the Board of
Directors.  The Company plans to retain the firm of Crisis
Management, Inc. of Miami, FL, to conduct a complete
investigation of the accounting irregularities.

PSI has retained the law firm of Kluger, Peretz, Kaplan &
Berling, PA of Miami, FL, as bankruptcy counsel.

The Message Camera plus(TM) is available in 32 Occasion Specific
Events, each having 24 exposures and each exposure having a
different pre-exposed design and message on the bottom of every
photo.  


RENAISSANCE COSMETICS: Status Conference Set
--------------------------------------------
A Status Conference will be held before the Honorable Mary F.
Walrath, US Bankruptcy Court for the District of Delaware, 824 N.
Market Street, Wilmington, Delaware on July 29, 1999 at 9:00 AM.  
Matters to be discusses will include the pending sale of
substantially all of the debtors' assets to DPC Acquisition Corp.
pursuant to an order of the court dated July 1, 1999; and the
settlement agreement with Houbigant, Inc.


STARTER CORP: Seeks Extension of Exclusivity
--------------------------------------------
The debtor, Starter Corporation, et al. seeks approval of an
extension of the exclusive periods during which the debtors may
file a plan of reorganization and solicit acceptances thereof.

The debtors represent that they are in the final stages of an
asset sale process that is designed to maximize the value of
their assets and bring these cases to a conclusion.  The debtors'
auction of its assets was highly successful.  However, the
debtors have not completed their collection of accounts
receivable, the GOB sales continue through September, the New
Haven, Conn. facility is being marketed, and the leases of the
outlet stores are still under analysis.  There may be nontangible
assets, such as preference or other actions which must be
evaluated.  It is not clear whether there will be proceeds for
distribution to unsecured creditors.  The extensions will allow
the debtors, lenders and Committee an opportunity to negotiate
provisions of a confirmable plan.    The debtors seek to extend
their exclusive filing period and exclusive solicitation period
to and including November 19, 1999 and January 18, 2000,
respectively.



STRUTHERS INDUSTRIES: Agreement Calls For Merger/Equity Share
-------------------------------------------------------------
Following extended discussions and negotiations, Struthers
Industries Inc. and Empire Technology Corporation each accepted
the terms of a letter agreement between the two companies dated
May 28, 1999.  Under the letter agreement, Struthers and Empire
jointly agree to prepare and submit a plan of reorganization for
Struthers in which certain existing equity interests in Struthers
would be retained  (subject to dilution) and new equity
interests in the reorganized company would be issued to Empire.

Consummation of the transactions contemplated under the letter
agreement will be subject to a number of conditions, including:  
negotiation and execution of a definitive merger agreement
between Struthers and Empire; completion of financing to provide
a $250,000 line of credit for working capital and sufficient
funds to pay the cash requirements on the effective date of a
Plan of Reorganization, including administrative and priority
claims; completion of a thorough due diligence investigation of
the business, financial conditions, liabilities, and prospects of
Struthers satisfactory to Empire and its representatives and
which will be materially completed prior to finalizing the
agreement; entry of a final order by the Court confirming the
Plan and  authorizing the transactions contemplated by
the letter agreement in a form reasonably satisfactory to Empire;
Empire's capitalization of the reorganized company on or before
the effective date at a level sufficient to meet the minimum  
standards  required for listing on The NASDAQ Stock Market;
certain audit requirements imposed on Struthers through December
31, 1998 being  acceptable to Empire; Empire's claims against
Struthers estate being allowed in full, and not subject to
review, reconsideration, or modification by the Trustee or
creditors of the bankruptcy estate, nor subject to setoff or
recoupment for any reason without Empire's consent; and all
claims, rights, and causes of action against Empire being
irrevocably waived and released.

Additionally, in order to issue common stock of the surviving or
successor corporation under the Plan, in keeping with the Code
Section 1145 exemption, a statutory merger of Struthers with
Empire must be effected simultaneously with the closing, with the
reorganized company as the surviving corporation of such merger.

Pending confirmation of the Plan, Empire will commit to lend up
to $250,000 to Struthers' bankruptcy estate under a line of
credit at a market interest rate. The proceeds of the financing
would be used to pay the pre-petition debt of Chase Mellon
Shareholder Services, L.L.C. in order to allow the company to
continue to utilize its services as transfer agent for
the company's publicly traded securities, and also to pay certain
administrative expenses of the company's  bankruptcy  case  
(i.e., fees of the Examiner, Chapter 11 Trustee, the United
States Trustee and their professionals).

The loan would be secured by a first lien on all unencumbered
assets of the company's bankruptcy estate, including pending
lawsuit claims, and other causes of action, in addition to a
junior lien on all presently encumbered assets. Also, Empire
would be granted a limited "superpriority" administrative  
expenses status, meaning that no other administrative claim could
be paid ahead of Empire's loan.

A plan term sheet attached to the letter agreement details the
proposed treatment of the various classes of the company's
creditors in the plan. Empire anticipates that not more than
$250,000 in cash will have to be paid in connection with the Plan
to pay administrative claims, pay that portion of priority claims
required to be paid on the Plan effective date, pay or reinstate
miscellaneous secured claims, and pay miscellaneous transaction
costs and expenses.  The letter agreement provides that the plan
term sheet is subject to amendment and modification during the
course of the proceeding with the consent of Empire and the
Trustee.

The letter agreement contemplates that the Plan will establish a
Creditor Trust that will hold all assets of the estate remaining
at the effective date of the Plan, including avoidance actions of
the company, stock in the Liberal Hull Company, and real estate
located in Liberal, Kansas, subject to liens in favor of Empire
securing the financing.  Allowed unsecured claims, including
trade creditors, will receive a pro rata distribution
from the Creditor Trust after payment of all claims (including
the financing) secured by Creditor Trust assets.  Holders of  
allowed unsecured  claims  will be offered  the right to assign  
their ratable interest in the Creditor Trust to the reorganized
debtor in exchange for common stock of the reorganized company,
at a price to be determined by the Plan.

It is intended that the number of shares of common stock of the
reorganized company to be issued and outstanding on the effective
date of the Plan, after the transactions contemplated by the
agreement shall be exempt from the registration  requirements of
the federal Securities Act of 1933, as amended, pursuant to the
Section 1145 exemption of the Code; provided, however, that the
fully diluted equity  will be subject to dilution after the
effective date of the Plan.  It is anticipated  that the fully
diluted equity of the reorganized company will be allocated
approximately as follows:

1.   Merger with Empire. Upon consummation of the contemplated
statutory merger, shareholders of Empire will acquire common
stock of  the reorganized company.  Empire shareholders will own
not less than 95% of the fully diluted equity of the reorganized
company on account of the merger.

2.   Existing Shareholders. Allowed equity interests (common
stock of Struthers held on the petition date, other than that
held by insiders, affiliates, and others to whom the Trustee,
Empire, or other interested parties seek and obtain disallowance
or subordination) will be retained by the holder of record as of
a record date to be  established by the Plan, subject to a
reverse split which, in the aggregate, reduces allowed equity
interests to not more than 5% of the  fully diluted equity of the
reorganized company.

The letter agreement is not binding upon the parties and is
subject to change.  No assurance is given that the transactions
will be consummated or approved by the Bankruptcy Court.  As of
July 22, 1999, the Plan had not been submitted  to the  
Bankruptcy  Court.  Consequently, the Bankruptcy
Court has yet to approve the Letter Agreement or the Plan.


TELETRAC INC: Taps Marathon Capital
-----------------------------------
The debtor, Teletrac, Inc. seeks to employ and retain Marathon as
its lease advisor/broker, effective as of the filing of the
application.  The debtor states that it is essential for it to
employ Marathon because its lease financing companies have ceased
doing business with the debtor and Marathon will assist the
debtor in obtaining new lease financing.

Marathon will receive a fixed fee of $15,000 as compensation for
the services at issue.  Marathon will assist the debtor in its
efforts to obtain financing in connection with the sale of
debtor's VLU's and related leasing operations; and providing all
other advisory/broker services for the debtor which may be
necessary and proper related to the contemplated new lease
financing.


UNITED COMPANIES: Sets Bar Date
-------------------------------
United Companies Financial Corporation requests that the court
fix September 30, 1999 at 4:00 PM as the last date and time by
which proofs of claim must be filed.  The fixing of the bar date
will enable the debtors to receive, process and begin their
initial analysis of creditors' claims in a timely and efficient
manner.


WSR CORP: Key Employee Severance Program
----------------------------------------
The debtors, WSR Corporation and its affiliates seek court
approval of a key employee severance benefits program.  In the
aggregate, if all of the proposed severance benefits were paid,
the total amount of benefits payable would be $786,875.  The plan
covers eight key employees, senior managers, to motivate them to
remain with the debtors during the debtors' pursuit of a
reorganization transaction.

                   **********

The Meetings, Conferences and Seminars column appears
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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.  

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