TCR_Public/990804.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
        Wednesday, August 3, 1999, Vol. 3, No. 149                                              

AAMES FINANCIAL: Launches 95% LTV First Mortgage Program
ABLE TELCOM: Annual Meeting To Determine Stock Increase/Issuance
ADVANCED RADIO: Stockholders To Decide Investment/Share Increase
AMERICAN MOBILE SATELLITE: Second Quarter 1999 Financial Results
APS: Summary of Plan

AUSTIN PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
BRADLEES STORES: Announces Expiration Of Tender Offer
BRUNO'S: WR Huff Willing To Purchase Under Alternate Plan
CBS TELENOTICIAS: Files For Chapter 11 Protection
COLUMBIA HCA HEALTHCARE:  Financial Figures On Revenue/Income

COMMERCIAL FINANCIAL: Order Extends Exclusivity
CRIIMI MAE: Court Enters Order Extending Exclusivity
DOW CORNING: Judge To Address Parents' Immunity
FIRSTPLUS FINANCIAL: Hearing on Disclosure Statement
FWT INC: Noteholders Seek To Retain Jefferies & Company

INTEGRATED PACKAGING:  Stockholder Meeting Set For September 3
LIVENT: Seeks To Modify DIP Reserves
LOEWEN: Seeks To Extend Time to Assume/Reject Leases
MONTGOMERY WARD: Emerges From Chapter 11

NIKE INC: Affiliate Purchases Distribution Center In Japan
NORD RESOURCES: Stockholders To Vote On Sale Of Share In Mine
PACE HEALTH: J. Pappajohn Holds 40.25% Of Company's Stock
QUALITECH STEEL: Order Extends Maturity Date for DIP Financing

RENAISSANCE COSMETICS: Houbigant Seeks Compliance
SALANT CORP: Judgment/Settlement Funds At Issue In Litigation
SAMSONITE:  Apollo & Artemis To Increase Investment In Samsonite
TRISM INC: Restructuring Agreement, In Principle
TV FILME: Negotiating With Noteholders

WORLDWIDE DIRECT: Century Business Seeks Proceeds From Sale


AAMES FINANCIAL: Launches 95% LTV First Mortgage Program
Aug. 3, 1999--Aames Financial Corporation (NYSE: AAM), a leader
in subprime home equity lending, announced that it is offering
the subprime lending industry's first 95% loan-to-value (LTV)
Debt Consolidation or Purchase Program.

"As a leader in the subprime marketplace, we are always searching
for products that serve a portion of the market that has been out
of reach in the past," said Neil Notkin, Aames Executive Vice
President. "This new program gives subprime borrowers the ability
to consolidate their debt or purchase a home at first mortgage

He said that unlike most high LTV programs, Aames lends to
borrowers with less than perfect credit. "For example, borrowers
with 30-day mortgage delinquencies, a prior bankruptcy,
collections or even charge-offs are not automatically
disqualified from the program," Notkin said.

He added, "The new 95% LTV Program has great flexibility.
Borrowers can have a debt ratio of up to 50%. Although purchase
money borrowers are required to have 3% 'own funds' as down
payment, 'verifications of employment' and 'verifications of
deposits' may be acceptable support. The program includes both 30
Year Fixed Rate and 2/28 ARM products."

The 95% LTV Debt Consolidation or Purchase Program is available
in all Aames markets except Alaska, Hawaii, New Mexico and New
York. In Texas the Program is available for owner-occupied
purchase only. It is offered through Aames retail, wholesale and
correspondent divisions.

Aames Financial Corporation is a leading home equity lender, and
currently operates 102 retail offices serving 34 states, plus the
District of Columbia.  Its broker division operates 44 branches
serving 46 states, plus the District of Columbia.

ABLE TELCOM: Annual Meeting To Determine Stock Increase/Issuance
Able Telcom Holding Corporation is announcing the 1999 annual
meeting of shareholders to be held on a date in September 1999,
yet to be determined.  The meeting will take place at The Embassy
Suites Hotel, 555 S. 10th Street, Omaha, NE 68102 at 10:00 a.m.
Central Standard Time. The company will be seeking approval from
its stockholders on the following matters:

Election of seven Directors to serve until the 2000 annual
meeting or until their respective successors are elected and
qualified; To ratify and approve amendments to the company's
Articles of Incorporation to increase the number of authorized
shares of common stock from 25 million to 100 million and
preferred stock from one million to five million;
To amend Able's 1995 Stock Option Plan to increase the number of
shares authorized for issuance under the Plan from 1,300,000 to
3,500,000; and to modify certain terms of the grants of options
to Non-Affiliate Directors which include: increasing the number
of options granted to Non-Affiliate Directors from 5,000
(initially) to 10,000 annually), granting additional options on
an annual basis to Non-Affiliate Directors who serve as Chairman
of the Board of the company, and as Chairman and/or as a member
of a Board committee, and extending the exercise period of the
options to Non-Affiliate Directors to the earlier of (A) the
earlier of the date which is six years from the date of its grant
or September 19, 2005, or (B) the date which is two years after
the date that such Non-Affiliate Director is no longer serving
in such capacity;

To ratify and approve the issuance of stock options granted to
certain Officers and Directors of the company. To approve the
possible issuance of more than 1,875,960 shares of
common stock upon the exercise of certain options and stock  
appreciation rights granted to WorldCom, Inc., which share amount
represents at least 20% of the outstanding common stock
determined immediately prior to the MFSNT Agreement dated April
26, 1998 (this proposal and the proposal noted above are
independent of the other);

To approve the possible issuance of more than 1,875,960 shares of
common stock upon the conversion of the Series B Convertible
preferred stock and exercise of certain warrants issued in the
Series B Offering, which share amount represents at least 20% of
the outstanding common stock determined immediately prior to the
MFSNT Agreement dated April 26, 1998 (also a proposal independent
of the others);

To ratify the appointment of Arthur Andersen LLP as the company's
independent accountants for the fiscal year ended October 31,

Attendance at the annual meeting is limited to shareholders as of
the record date of August 9, 1999, or their authorized

ADVANCED RADIO: Stockholders To Decide Investment/Share Increase
The 1999 annual meeting of Advanced Radio Telecom Corporation is
being held at the Bellevue Hilton, 100 112th Avenue NE, Bellevue,
WA 98004, on September 8, 1999 at 10:00 a.m. PDT. The purposes of
the meeting will be to approve a $251 million equity investment
in the company; approve a 4 million share increase in the number
of shares issuable under the company's restated equity incentive
plan; elect two class III directors and to attend to other
business that may arise.

The first two proposals must each be approved by a majority of
the shares of the company's common stock voted on that proposal.
The nominees for director who receive the greatest number of
votes will be elected directors. Only stockholders of record at
the close of business on July 23, 1999 can vote at the meeting.

Proxy statements are going out; information may also be obtained
free of charge, on the Internet.

AMERICAN MOBILE SATELLITE: Second Quarter 1999 Financial Results
American Mobile Satellite Corporation's financial results for the
second quarter ending June 30, 1999 show total revenues for the
quarter, including equipment sales, increased 2% to $22.9 million
from $22.4 million for the same period in 1998.  Net service
revenues for the quarter were $16.6 million compared with $16.7
million in the second quarter 1998. The company reported a second
quarter EBITDA loss of ($10.5) million and a net loss of ($42.4)
million, as compared to an EBITDA loss of ($10.4) million and a
net loss of ($39.0) million, for the same quarter of the
previous year.

American Mobile achieved record subscriber growth during the
quarter, adding 10,100 units, ending at 123,100 at June 30, 1999.

"The second quarter results include the successful beginning of
many of our key initiatives," said Walter V. Purnell, Jr.,
president and CEO of American Mobile.  "While the timing of our
initial UPS roll-out affected revenue per user, this major launch
effort was the key driver behind our record subscriber  growth.  
However, beyond UPS we posted increased growth in virtually every
product category and showed particularly strong
performance in our multi-mode and voice products."

During the second quarter a number of significant business
initiatives were announced by American Mobile, including: a
strategic alliance with SkyTel Communications to pursue joint
opportunities in the wireless data market; debuted eLinksm
wireless email service, which, in addition to delivering
interactive, two-way communications, the product is the first to
provide mobile professionals with integrated wireless access to a
broad range of corporate and Internet email and personal
information  management applications; a five-year contract
extension with AT&T for satellite dispatch and wireless telephone
communications services; announced the acquisition of the
remaining minority interest in XM Satellite Radio from
Worldspace, Inc. in exchange for 8.6 million shares of
American Mobile stock.  Simultaneously, XM Satellite Radio
announced a $250 million investment commitment by industry
leaders General Motors, DirecTV, Clear Channel Communications,
and a group of financial investors.  XM also announced a long-
term supply and distribution agreement with GM.

American Mobile Satellite reached an agreement with Southeastern
Freight Lines, Inc. to equip their entire 2,000-truck fleet with
mobile messaging services; and achieved the initial roll-out of
the multi-year contract with UPS to provide wireless data  
communications in support of their new generation  package
tracking device.  American Mobile's ARDIS(R) network
allows UPS delivery personnel to transmit real-time  package
information to the company's TotalTrack package tracking system.          
An agreement was also made with ACS to provide wireless data
solutions to enhance the servicing of 7,000 ATM machines.

APS: Summary of Plan
Having reached an agreement with the DIP Lenders, the Debtors
propose their Joint Consolidated Liquidating Plan of
Reorganization.  The Plan contemplates a substantive
consolidation of the 10 Debtors' estates, payment of the DIP
Lenders' claims, a "gift" from the DIP Lenders to the
general unsecured creditors, appointment of a Plan Administrator
(designated by the Debtors and the DIP Lenders) to wind-up the
Debtors' affairs through a Liquidation/Litigation Trust, and
distribution to general unsecured creditors of amounts recovered
by the Plan Administrator.  

The Debtors indicate that they have not obtained the full support
of the Creditors' Committee for their Plan, but they are hopeful
a consensus will be achieved.

The Plan provides for the classification and treatment of
creditors' claims against the Debtors' estates:

Allowed Administrative Claims - $4 million - to be paid in cash
on the Effective dAte

Professional Fees - $17 million - to be paid in cash on the
Effective Date

Priority Federal Tax Claims - $1.3 million - to be paid in cash
on the Effective Date

Tranche B DIP Bank Claims - $227 million - Recovery estimated at
74% to 83%

Unsecured Claims $200 million - If claim holders vote to accept
the plan, a pro rata share of the Liquidation Trust, (0% to 3.5%)
If the class votes to reject the plan, then no distribution

Under the Plan, the Debtors explain, the DIP Lenders come up
short, recovering only $160 to $189 million on account of $227.6
million of secured claims.  As a result of negotiations between
the Debtors and the DIP Lenders, the DIP Lenders agree to "gift"
to Class 4 Unsecured Creditors:

     (a) $250,000 of "seed money" to fund the start-up of a
         Litigation Trust;

     (b) partial proceeds of Vendor Claims (rebates, refunds,
         volume  urchase incentives and the like) achieved on or
         before September 30, 1999, to the extent such proceeds
         exceed $20 million; and

     (c) 50% of the proceeds of Preference Actions .

Although uncertain, the Debtors and the DIP Lenders project the
value of this "gift" at zero to $7,000,000.  

On the Effective Date of the Plan, the Debtors' officers and
directors will be terminated and replaced by a Plan
Administrator.  The Plan Administrator will be selected by the
Debtors and the DIP Lenders, subject to Court approval at the
Confirmation Hearing.  

The Plan provides for a release of all claims and causes of
action arising from January 1, 1998 through the Effective Date,
by the Debtors against the Plan Administrator, any current or
former agent, representative, attorney, accountant, financial
advisor or other professional of the Plan Administrator, the
Debtors or any Debtor, and any officer, director or
employee of such Debtor, but only if, in each case, such party
served in such capacity on or after the Petition Date.  The
Debtors explicitly state that the Plan does not release former
directors and officers for acts or omissions occurring prior to
January 1, 1998.  

If the Debtors' estates were liquidated under chapter 7 of the
Bankruptcy Code, a Chapter 7 Trustee would collect a 3% fee and
the DIP Lenders would recover only $179 to $190 million on
account of their secured claims, leaving nothing for Class 4
Unsecured Creditors.  Hence, the Debtors conclude, the so-called
best interests of creditors test is satisfied because the Plan
provides a recovery of up to $6.9 million by Class 4
Unsecured Creditors.  

AUSTIN PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
Debtor:  Austin Products, Inc.
         5430 LBJ Freeway, Suite 1500
         Dallas, Texas 75240
Type of business:
Court: Northern District of Texas

Case Number 99-33661 Filed: 05/09/99    Chapter: 11

Debtor's Counsel:  
M. DeWayne Hale
McGuire Craddock Struther & Hale, PC
3550 Lincoln Plaza, 300 North Akard
Dallas, Tex. 75201                  

20 Largest Unsecured Creditors:

   Name                                     Amount
   ----                                     ------         
Performance Polymers                      1,464,542
Equistar Chemicals LP                       500,272
Mueller (USA)                               434,575
Ohio Valley                                 347,781
Solvey Polymers                             273,041
Muelstein                                   260,196
Spectra-Polymer                             265,056
Goldmark Plastics                           248,660
Mass Electric                               165,131
Alpha Holdings, Inc.                        160,189
Rand Whitney Container                      148,688
Molded Corrugated Paper                     138,259
New England Manpower                        137,028
Tandem Formerly Labvor World                124,319
JBM                                         118,509
Seaboard Folding Box                        103,970
PGM Plastics                                 90,051
City of Worcester                            52,607
The Agency Staffing Services                 81,315
Top Temp Services                            77,339

BRADLEES STORES: Announces Expiration Of Tender Offer
Bradlees, Inc. announces that approximately 75% of all its
outstanding 9% Convertible Notes have been tendered. The company
expects to close the tender offer on August 5, 1999, following
the satisfaction of certain closing conditions and the completion
of the paydown of outstanding notes with the proceeds of the
previously announced sale leaseback of the Yonkers, New York

A tender offer for $14 million of 9% Convertible Notes expired
earlier this week. Under terms of the offer, the company has the
option to purchase the Convertible Notes at a discount beginning
December 1, 1999 and expiring January 31, 2001.

Bradlees is a leading regional discount retailer with 102 stores
in seven Northeastern states and 1998 sales of $1.4 billion.
Bradlees offers an assortment of merchandise focused on basic and
casual apparel, basic and fashion items for the home, and
commodity and convenience products.

BRUNO'S: WR Huff Willing To Purchase Under Alternate Plan
In a letter to Bruno's Board of Directors dated June 7, 1999,
W.R. Huff Asset Management Co., L.L.C., on behalf of its
affiliates and discretionary accounts, indicates its willingness
to enter into an agreement to purchase Bruno's, Inc., under an
alternative plan of reorganization that, Huff says, will provide:

     (1) a higher and realistic valuation;

     (2) superior value to the bank debt holders;

     (3) superior value to the non-bond holder unsecured
creditors, the option to take stock in lieu of cash, and
preservation of litigation claims for the non-bond holder
unsecured creditors' benefit;

     (4) recovery to the subordinated noteholders in the ability
to purchase stock at this value and the ability to recover from
litigation pursued by the estate.

Under Huff's alternative plan proposal, Bruno's would be sold to
Huff and its affiliates.  Administrative and tax claims would be
paid in cash in the Effective Date.  Tax claims would be paid
over 6 years with 8% interest.  The Bank Claims, valued at $320
million, would be paid $100 million in cash and issued $220
million in Noted priced to trade at par. General Unsecured
Creditors would be given the option of taking (a) 28
cents-on-the-dollar in cash or (b) new common stock in lieu of
cash.  Subordinated Noteholders would gain the ability to
participate in a Rights Offering premised on a $320 million
enterprise valuation and receive warrants having a strike price
of 25% above the existing enterprise value.  Huff would backstop
the Rights Offering.  

Huff envisions constituting a new board of directors, consisting
of Bruno's CEO, 5 people designated by Huff, and one person
jointly selected by the Subordinated Noteholders and the General
Unsecured Claims Purchasers.  

The alternative plan suggested by Huff would not provide any
releases to KKR, nor would it forgive stock purchase loans made
to Bruno's officers and directors.  A litigation trust would be
put in place to take an assignment of all Old Bruno's claims and
causes of action and would be free to pursue those claims for the
benefit of the Debtors' creditors.  (Bruno's Bankruptcy News
Issue 23; Bankruptcy Creditors' Services Inc.)

CBS TELENOTICIAS: Files For Chapter 11 Protection
-------------------------------------------------The Spanish-
language cable news network CBS TeleNoticias has filed for
Chapter 11 bankruptcy protection to escape mounting debt.

"This is obviously a very tough decision for us to make," said
company president Manuel Abud, who broke the news to employees
Thursday night.

"We have tried very hard to find ways to address the financial
difficulties of the company."

The network, which laid off more than a quarter of its work force
with the elimination of 77 jobs last week, announced plans to
continue operations while restructuring the company.

The 24-hour, all-news network distributed to more than 9-million
homes in 22 countries in North and Latin America plans to cut
expenses, aggressively court advertising revenue and seek outside
investment.  (St. Petersburg Times- July 31, 1999)

COLUMBIA HCA HEALTHCARE:  Financial Figures On Revenue/Income
Columbia/HCA Healthcare Corporation's operating results for the
second quarter and six months ended June 30, 1999 show for the
second quarter of 1999, revenues totaled $4.2 billion compared to
$4.8 billion in the second quarter of 1998. Net income for the
second quarter of 1999 totaled $106 million, compared to $78
million in the second quarter of 1998.

The company recorded asset impairment charges of approximately
$54 million ($51 million net of tax), during the second quarter
of 1999. In the second quarter of 1998, the company incurred
losses from discontinued operations and the disposal of
discontinued businesses totaling $95 million after tax.

Revenues for the six months ended June 30, 1999, totaled $8.8
billion compared to $9.7 billion in the first six months of 1998.
Net income totaled $428 million in 1999, versus $275 million in

The company says several factors continued to affect its
financial results during the first half of 1999, including
reduced Medicare reimbursement mandated by the Balanced Budget
Act of 1997; increased supply expense due to the increasing costs
of new technology and pharmaceuticals; and increased bad debt

As of June 30, 1999, the company operated 220 hospitals and 85
ambulatory surgery centers (including 16 hospitals and 4 ASCs
owned through 50/50 equity joint ventures), compared to 335
hospitals and 144 ambulatory surgery centers (including 26
hospitals and 5 ASCs owned through equity joint ventures) at June
30, 1998.

On May 11, 1999, the company completed the tax-free spin-offs to
Columbia/HCA shareholders of LifePoint Hospitals, Inc. and Triad
Hospitals, Inc.  Columbia/HCA received approximately $900
million, tax-free from the spin-off transaction. The Company also
sold its investments in 8 hospitals and certain other non-core
assets during the second quarter of 1999 for approximately $160
million, net of tax.

During the second quarter of 1999, the company completed the
repurchase of approximately 62 million shares of its common stock
for approximately $1.5 billion. Since August 1998, the company
has repurchased approximately 85 million shares of its common
stock for approximately $2 billion. As of June 30, 1999, the
company had approximately 564 million shares issued and

At June 30, 1999, the company's balance sheet reflected total
debt of approximately $6.7 billion, stockholders' equity of
approximately $5.4 billion and total assets of approximately
$16.7 billion. Capital expenditures for the quarter totaled
approximately $389 million. The company's total debt-to-capital
ratio was 52 percent at June 30, 1999, compared to 50 percent at
June 30, 1998.

COMMERCIAL FINANCIAL: Order Extends Exclusivity
The US Bankruptcy Court for the Northern District of Oklahoma
entered an order extending the exclusivity of the debtors,
Commercial Financial Services, Inc., and CF/SPC NGU, Inc.  The
exclusive periods for CFS and NGU to file a plan of
reorganization are extended through and including September 30,
1999.  The exclusive periods for CFS and NGU to solicit
acceptances to their plans of reorganization are extended through
and including December 1, 1999.

CRIIMI MAE: Court Enters Order Extending Exclusivity
After receiving support of the official creditor and equity
holder committees in its bankruptcy proceedings, CRIIMI MAE, Inc.
obtained court approval on July 30, 1999 to file a reorganization
plan through September 10, 1999 and solicit acceptances of the
plan through November 10, 1999.  

DOW CORNING: Judge To Address Parents' Immunity
Bankruptcy Judge Arthur Spector (E.D. Mich.) said Friday that he
will focus on whether Dow Corning Corp.'s corporate parents, Dow
Chemical Corp. and Corning Corp., should remain immune to
lawsuits related to the $4.5 billion settlement over silicone
breast implants, according to the Associated Press. An attorney
for several plaintiffs in Nevada said that Dow Corning’s
reorganization plan is "illegal...unconstitutional and it's in
bad faith under the Bankruptcy Code."   Under the proposed
settlement, women who claim the implants caused health
problems could receive $12,000 to $300,000 each and up to $25,000
for ruptured or leaking implants, as well as up to $5,000 for
implant removal. The plan provides $3.2 billion to settle the
women's claims, as well as $1.3 billion to settle other claims,
including those from creditors and health care organizations.
Almost 113,000 women voted on the settlement earlier this year,
and 94 percent of them approved the plan. Judge Spector also
requested that the attorneys submit additional briefs on the
issue of punitive damages. "If the debtor's product didn't cause
these people's diseases...then they shouldn't have to pay for
anything. If they did cause diseases for syndromes, then until
they have no more money they should pay," he said. Judge Spector
did not say when he would issue his ruling, but if he does not
confirm Dow Corning's plan, a new settlement would have to be
drafted. Dow Corning, based in Midland, Mich., filed
chapter 11 in 1995 following thousands of lawsuits from women who
had Dow Corning implants. (ABI 2-August-99)

FIRSTPLUS FINANCIAL: Hearing on Disclosure Statement
The hearing to consider approval of the Disclosure Statement will
be held on Friday, September 24, 1999 at 9:30 PM before the
Honorable Harold C. Abramson, US Bankruptcy Court, 1100 Commerce
Street, 14th Floor, Courtroom No. 2, Dallas, Texas.

FWT INC: Noteholders Seek To Retain Jefferies & Company
The Official Committee of Noteholders of FWT, Inc. seeks to
retain Jefferies & Company, Inc. The firm will provide the
following services:

Advise and assist the Noteholders Committee in its analysis and
monitoring of the debtor's business, operations, properties,
financial condition and prospects;

Advise the Noteholders Committee on the current state of the
"restructuring market" and assist and advise the Noteholders
Committee in developing a general strategy for accomplishing a
proposed restructuring;

Assist and advise the Noteholders Committee with implementing a
plan of restructuring with the debtor;

Assist and advise the Noteholders Committee with developing a
strategy with respect to recapitalization and/or merger and
acquisition options for the debtor;

Negotiate on behalf of the Noteholders Committee any and all
aspects of the Restructuring;

Attend Noteholders Committee meetings and court hearings as may
be required in their role as financial advisors to the
Noteholders Committee; and

Assist with such other merger and acquisition and financial
advisory services as may be requested by the Noteholders
Committee and its counsel.

Jefferies will be paid a fee of $150,000 for services rendered to
the Noteholders Committee after June 16, 1999 until the end of
the engagement.  In addition to the Work Fee, Jefferies will also
receive a transaction fee at the conclusion of an offer in
connection with the Restructuring.

HealthCor Holdings Inc., a Dallas-based home health care service
provider, filed for chapter 11 protection Friday, according to a
newswire report. HealthCor's net revenues for the first quarter
of 1999 were $22.7 million, decreasing $9.9 million from last
year's first quarter report.  On July 1 the company sold its Home
Medical Equipment operations to Lincare Holdings Inc., which
included operations in Texas, Arizona, Oklahoma, New Mexico,
Arkansas, Missouri and Kansas, and on July 8 the company sold
four of its homecare nursing operations in Arkansas to
Addus HealthCare Inc. (ABI 03-Aug-99)

INTEGRATED PACKAGING: Stockholder Meeting Set For September 3
The annual meeting of stockholders of Integrated Packaging
Assembly Corporation, a Delaware corporation, will be held on
Friday, September 3, 1999, at 10:00 a.m., local time, at the
company's offices at 2221 Old Oakland Road, San Jose, California.  
During the meeting stockholders will be asked to elect five
directors to serve for the ensuing year and until their
successors are elected and qualified; to amend the company's
Restated Certificate of Incorporation to increase the authorized
number of shares of common stock by 125,000,000 shares to
200,000,000 shares and increase the authorized number of shares
of preferred stock by 5,000,000 shares to 10,000,000 shares.  
They will also consider and vote on amending the company's 1993
Stock Option Plan to increase the number of shares available for
issuance under the Plan by 17,485,079 shares to an aggregate of
20,000,000 shares and to amend the company's Employee Stock
Purchase Plan to increase the number of shares available for
issuance under that Plan by 1,600,000 shares to an aggregate of

Additional business will be to approve the company's 1999
Director Option Plan with 4,000,000 shares reserved for issuance.  
Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the company for the 1999 fiscal year
will also be requested.

Only stockholders of record at the close of business on August
12, 1999 are entitled to notice of and to vote at the meeting.  
Proxy material may be viewed at
Edgar?0001012870-99-002558 on the Internet, without cost.

LIVENT: Seeks To Modify DIP Reserves
Fearing a working capital shortfall beginning in mid-August,
Livent Inc. is seeking court approval of an amendment to its $25
million debtor-in-possession financing facility with Angelo
Gordon & Co. which will enable it to continue to operate its
business pending the closing of the sale of substantially all of
its assets to SFX Entertainment Inc. While the sale could close
as early as today, Livent acknowledged that the deal may close as
late as Sept. 30, or later by mutual agreement of the parties.
Livent spokesman Don Nathan told Federal Filings Business News
that the sale "is unlikely to close today, but is likely to close
in August." As widely reported, Livent announced on July 8 that
its agreement to sell its assets to SFX for as much as $116
million was approved by U.S. and Canadian bankruptcy courts after
no rival bidders stepped forward at the sale hearing.
Livent's financial projections indicate that the company will
have a working capital shortfall starting not later than the
second week of August, the motion points out. Citing
the "inherent uncertainty" concerning the timing of the closing
of the sale, Livent said that it needs to amend the DIP facility
to ensure its ability to continue to operate its business through
the successful closing of the sale. (The Daily Bankruptcy Review
and ABI Copyright c August 2, 1999)

LOEWEN: Seeks To Extend Time to Assume/Reject Leases
The Debtors are tenants under some 300 unexpired nonresidential
real property leases for premises from which they operate funeral
homes and maintain sales and corporate offices.  The Debtors tell
the Court that they are evaluating the entire range of
reorganization alternatives available to them, and it is
impossible at this early date to determine which alternative will
generate the greatest recovery for their estates and creditors or
what the scope and nature of their operations will be
following the resolution of their insolvency proceedings.  
Accordingly, it is impossible for the Debtors to evaluate whether
their Leases should assumed or rejected within the first 60 days
of their chapter 11 cases.  

The Debtors ask the Court to extend, through confirmation of a
plan of reorganization, the 60 day period granted to them
pursuant to 11 U.S.C. Sec. 365(d)(4) within which to decide
whether to assume or reject their Leases.  

Without an extension, the Debtors are certain they would
imprudently reject valuable Leases and improvidently assume
burdensome leases.  The Debtors remind Judge Walsh that he has
granted identical relief in, among other high-profile chapter 11
cases, In re APS Holding Corp., Case No. 98-197 (PJW) (Bankr. D.
Del. June 18, 1999); In re Montgomery Ward Holding Corp., Case
No. 97-1409 (PJW) (Bankr. D. Del. Aug. 28, 1998); In re
Freuhauf Trailer Corp., Case No. 96-1563 (PJW) (Bankr. D. Del.
Dec. 4, 1996).

The Debtors make it clear that the extension they request is
without prejudice to the right of any Landlord to seek an order
requiring a Debtor to elect to assume, assume and assign or
reject a particular Lease prior to the Confirmation Date.

MONTGOMERY WARD: Emerges From Chapter 11
August 2, 1999 -- Montgomery Ward announced that
the Company has emerged from Chapter 11 bankruptcy protection
today, having fulfilled the requirements in its Plan of

"Wards emergence from bankruptcy protection is a direct result of
the efforts of our associates and the support of our customers
and vendors," said Roger Goddu, Chairman and CEO of Wards.
"Together, we have made important progress financially,
operationally and most significantly in merchandising, setting
the stage for a bright future for Wards. The successful
performance of our prototype stores is evidence that the new
Wards is resonating with our target customers."

The company's first three prototype store remodels, introduced in
September 1998, continue their outstanding performance. Sales for
another nine stores, just completed under the same format, are
already up over 15 percent for July. The grand opening for these
nine stores plus an additional 10 remodeled stores is scheduled
for Aug. 20. Another 21 prototype remodels will be completed by
the end of October giving Wards 43 remodeled stores in advance of
the 1999 holiday selling season.

Wards also announced completion of a $1.0 billion inventory
financing facility with BT (Bankers Trust) Commercial
Corporation, a unit of Deutsche Bank.

In addition, the sale of Signature to GE Capital has been
completed. Through a long term marketing arrangement, the close
relationship between Wards and Signature will continue and
represents an important ongoing source of revenue for Wards.

Wards operates 252 full-line stores in 32 states.

The complete text of the Plan may be found at the  
Internet, free of charge.

NIKE INC: Affiliate Purchases Distribution Center In Japan
On July 2, 1999 Nike Inc. and certain of its affiliates executed
a series of agreements with Nissho Iwai Corporation, certain
Nissho Iwai affiliates, and other parties.  Under the agreement
Nike Logistics Y.K., an indirect, wholly owned subsidiary of Nike
Inc, agreed to purchase from Nissho Iwai a distribution center
currently under construction near Tokyo, Japan; various
affiliates of Nike Inc. agreed to continue to engage Nissho Iwai
and its affiliates, until May 31, 2001, to provide buying agency
and logistics services in connection with the importation of
Nike brand products into various countries around the world; and
Nike Inc. made certain commitments as to aggregate commissions
that are to be payable by the company's affiliates to Nissho Iwai
and its affiliates over the term of the buying agency and
logistics services agreements.

The Japan distribution center purchase, which was completed on
July 12, 1999, increased Nike's consolidated property, plant and
equipment by approximately 24,500,000,000 Japanese Yen
(approximately $210,000,000).  Nike Logistics Y.K. assumed
certain long term debt obligations of Nissho Iwai, increasing the
company's consolidated long term debt by 13,000,000,000 Japanese
Yen(approximately $111,000,000).  The remainder of the purchase
price for the Japan distribution center was financed by short
term borrowings.

NORD RESOURCES: Stockholders To Vote On Sale Of Share In Mine
The 1999 annual meeting of shareholders of Nord Resources
Corporation will be held at New York Helmsley, 212 E. 42nd
Street, New York, New York 10017 on September 8, 1999 at 10:30
a.m.  The meeting will undertake consideration and vote on the
election of seven directors for a one year term; approval of the
sale of the corporation's 50% ownership interest in the Sierra
Rutile titanium dioxide mine in Sierra Leone to an affiliate of
MIL S.A.R.L.; and to transact any other business that may arise.

The close of business on July 22, 1999 has been fixed as the
record date for the determination of shareholders entitled to
notice of and to vote at the meeting.  The company's proxy
statement may be accessed on the Internet at
without cost.

PACE HEALTH: J. Pappajohn Holds 40.25% Of Company's Stock
John Pappajohn presently beneficially owns an aggregate of
3,475,218 shares of common stock,(assuming the conversion of
1,250,000 shares of Series A preferred stock into 2,500,000
shares of common stock) and warrants to purchase another
1,642,487 shares of common stock of Pace Health Management
Systems Inc.  The shares of common stock and the warrants
represent 40.25% of the outstanding common stock of the company
based upon 12,714,271 shares of common stock actually outstanding
as of July 20, 1999.  Mr. Pappajohn has sole power to vote or
direct the vote and sole power to dispose or direct the
disposition of all shares of common stock and Series
A preferred stock that he owns.

On July 20, 1999 Mr. Pappajohn purchased 466,699 shares of common
stock, 625,000 shares of Series A preferred stock, and warrants
to purchase another 369,320 shares of common stock for an
aggregate price of $268,750.

Pacific Teleoptics Inc., a Rancho Cucamonga, Calif.-based fiber
optics company, filed chapter 7 on July 20 in the U.S. Bankruptcy
Court in Riverside, Calif., according to a newswire report.
Pacific Teleoptics listed its liabilities at $2.4 million,
including $300,000 in back payroll taxes and $750,000 in union
fringe benefits owed to Southern California International
Brotherhood of Electrical Workers (SCIBEW), and its assets at
$333,800. The company is attempting to collect $300,000 in a
lawsuit filed against MBE Electric (a contractor that Pacific
Teleoptics claims hasn't paid for work it completed) for breach
of contract. "A lot of their guys tended to underbid just in
order to get the jobs. Then they found they couldn't deliver,"
said Clint Wells, CFO of Fibertron, a fiber optic supplier owed
$50,000 by Pacific Teleoptics. The company signed a
labor contract with the SCIBEW but never paid into the workers'
trust fund for health and pension benefits. Pacific Teleoptics
stated in their petition that there probably won't be any funds
left over after liquidation to pay its 47 unsecured creditors.
(ABI 03-Aug-99)

QUALITECH STEEL: Order Extends Maturity Date for DIP Financing
Qualitech Steel Corporation and Qualitech Steel Holdings Corp.,
debtors agree to extend the maturity date for the DIP Financing
approved by order of the court dated May 13, 1999.  In support of
this order, the debtors and the DIP Lenders state that it is in
the best interests of the estates to extend the maturity date of
the DIP Financing to and including August 25, 1999.

RENAISSANCE COSMETICS: Houbigant Seeks Compliance
Houbigant, Inc. seeks an order compelling the debtors' compliance
with an agreement and court order regarding the debtors' sale of
substantially all of their assets.  A hearing will be held on
July 29, 1999 at 9:00 AM.

Houbigant believes that there is a substantial likelihood that
the debtors do not intend to abide by the agreement through which
they obtained Houbigant's withdrawal of its objection to the sale
of the debtor's assets.  Houbigant asserts that the most
important term of the agreement to Houbigant was the requriement
that any product that the debtors' sold bearing Houbigant's
trademarks be conforming goods.  Allowing nonconforming goods
into the marketplace could have detrimental effects on the value
of Houbigant's trademarks.

The debtors have not met their obligation to provide sufficient
information for Houbigant to determine that the goods that the
debtors propose to sell bearing Houbigant trademarks are
conforming.  Based upon the limited information that the debtors
have provided and upon its own due diligence, Houbigant believes
that the debtors, in fact, intend to sell nonconforming goods
bearing Houbigant's trademarks.  In order to allow the sale to
close, Houbigant has requested that goods bearing its trademarks
be segregated, and that it be allowed to inspect the goods.  To
date, the debtors have not agreed to this procedure.

SALANT CORP: Judgment/Settlement Funds At Issue In Litigation
Salant Corporation is a defendant in a lawsuit captioned
Maria Delores Rodriguez-Olvera, et al. vs. Salant Corp. et al.
The plaintiffs in the Rodriguez-Olvera Action assert personal
injury, wrongful death, and survival claims arising out of a
bus accident that occurred on June 23, 1997. A bus registered
in Mexico, owned by the Company's subsidiary Maquiladora Sur,
S.A. de C.V., a Mexican corporation (and driven by a Mexican
citizen and resident employed by Maquiladora), carrying
Mexican workers from their homes in Mexico to their jobs at
Maquiladora, overturned and caught fire in Mexico. Fourteen
persons were killed in the accident, and twelve others claim
injuries as a result of the accident; the Rodriguez-Olvera
plaintiffs seek compensation from Salant for those deaths
and injuries.

A motion on behalf of the company to dismiss the
Rodriguez-Olvera Action under the doctrine of forum non
conveniens was denied by the trial court.  The company
then sought review of that ruling by an action for a writ
of mandamus. The Texas Court of Appeals denied the writ of
mandamus (leaving intact the lower court's denial of the
company's motion to dismiss for forum non conveniens), and
lifted its stay of the underlying Rodriguez-Olvera Action in
the trial court. Mandamus was thereafter sought in the Texas
Supreme Court, and the Texas Supreme Court denied relief.

Upon the lifting of the stay by the Texas Court of Appeals,
the trial court set the Rodriguez-Olvera Action for trial, with
jury selection to begin on July 26, 1999. The Rodriguez-Olvera
plaintiffs have advised that they will rely in substantial
part on actions in the United States that are alleged to give
rise to liability.

Salant is also a defendant in a related declaratory judgment
action, captioned Hartford Fire Insurance Co. v Salant Corp.,
relating to the company's insurance coverage for the claims
that are the subject of the Rodriguez-Olvera Action.  In the
Hartford Action, the company's insurers seek a declaratory
judgment that the claims asserted in the Rodriguez-Olvera
Action are not covered under the policies that the insurers
had issued. The company's insurers have nevertheless provided
a defense to the company in the Rodriguez-Olvera Action,
without prejudice to their positions in the Hartford Action.

If, as Salant contends in the Hartford Action, the
Rodriguez-Olvera claims are covered by insurance, the damages
sought by the Rodriguez-Olvera plaintiffs nevertheless
exceed the face amount of the company's liability insurance
coverage. It is possible that the damages that would be
awarded in the Rodriguez-Olvera Action could exceed the
company's available coverage limits.

Counsel for the plaintiffs in the Rodriguez-Olvera Action has
once more offered to settle that lawsuit for an amount that
is within the company's insured limits. While the company's
carriers made a settlement proposal in response, their offer
was for a lesser amount, and was rejected. The company has
demanded of its carriers that the Rodriguez-Olvera Action be
settled within the company's policy limits, and, if it is not,
is considering the company's options in this regard.

SAMSONITE:  Apollo & Artemis To Increase Investment In Samsonite
Samsonite Corporation reports that, in connection with its
previously announced rights offering, Apollo Investment Fund,
L.P. has agreed to increase its obligation to "back-stop" the
rights offering, and Artemis America Partnership has agreed to
make up to a $25 million investment in Samsonite.

In April 1999, Samsonite announced plans to commence a $75
million rights offering to its stockholders to strengthen its
capitalization.  Under the terms of the proposed rights offering,
the company would distribute, on a pro rata basis, to all of its
common stockholders of record as of a date to be determined,
transferable rights to purchase $75 million of common stock.  It
is currently contemplated that the rights will be exercisable at
a price of $6.00 per share.

As previously announced, Apollo agreed to make a "bridge"
investment equal to the aggregate subscription price of the
rights distributable to Apollo and an affiliate in the rights
offering and to "backstop" the rights offering to the extent that
shares are not purchased by other stockholders, subject to a
maximum aggregate subscription by Apollo of $37.5 million.
Apollo has now agreed to increase its backstop obligation by
$12.5 million, representing a maximum aggregate subscription by
Apollo of $50 million.  Apollo funded its bridge investment by
purchasing $25.4 million of non-voting convertible junior
preferred stock that is the economic equivalent of  4,235,000
shares of common stock.

Artemis America Partnership will make its investment in Samsonite
by purchasing from Apollo, at Apollo's cost, one-half of the
shares that Apollo purchased under its bridge investment and one-
half of any shares that Apollo is obligated to purchase under the
backstop.  Artemis America Partnership is an affiliate of Artemis
SA.  Artemis SA is the holding company of Francois Pinault, a
French financier and the controlling shareholder, among other
interests, of Christies', the world's leading fine art
auctioneer, and Pinault-Printemps-Redoute, Europe's number one
specialist retailer.

Prior to its bridge investment, Apollo beneficially owned
approximately 34% of Samsonite's outstanding common stock, of
which approximately one-half was held by an affiliate in a
managed account pursuant to the terms of an investment management
agreement with Artemis.  In connection with Artemis' new
investment, the voting rights with respect to the shares held in
the managed account will be transferred to Artemis.

Apollo and Artemis have entered into a Stockholders Agreement
which, among other things, provides that Apollo and Artemis will
vote their shares in favor of a specified slate of directors,
which includes all current members of Samsonite's board of
directors, plus, at the request of Artemis, an additional person
designated by Artemis.  Apollo and Artemis have also agreed to
vote any shares of common stock purchased by them in connection
with the rights offering in proportion to the votes of other
stockholders to the extent that their aggregate beneficial
ownership exceeds approximately 34% of Samsonite's outstanding
voting stock.

Luc Van Nevel, President and Chief Executive Officer, stated "We
are pleased by the continuing confidence shown by Apollo in
Samsonite and by Artemis' decision to make a new investment in
Samsonite by participating in Apollo's bridge investment and
backstop commitment.

Subject to SEC clearance and further Board action, Samsonite
intends to commence the rights offering during the third quarter
of 1999.  The rights offering will be made only by means of a

Samsonite is one of the world's largest manufacturers and
distributors of luggage, marketing products under brands such as

TRISM INC: Restructuring Agreement, In Principle
Trism, Inc. has reached an agreement, in principle, with the
steering committee representing major holders of the company's
approximately $86.2 million of 10 3/4% Senior subordinated notes
due 2000.  Trism says it expects that this agreement will
significantly reduce its existing long-term debt, pay all of its
other debt in full, and fully satisfy its trade and leasing
obligations in.  The agreement in principle is subject to
completion of definitive documentation, and is to be carried out
under a pre-arranged plan, which may require court approval.

Trism had announced on June 10, 1999 that it would not make the
current interest payment due on the senior notes.  As a result,
in accordance with the restructuring agreement, the 30-day
interest payment grace period will expire without payment.

Edward L. McCormick, the President and Chief Executive Officer of
Trism said, "We are extremely pleased to announce this agreement
and to announce the restructuring to our employees, customers,
vendors, and financial partners.   Under the direction of the
current management team, we will continue the revitalization of
our operations with a solid balance sheet and a sound capital
structure.  This consensual reorganization allows Trism
to accelerate the marketing, operations, and financial strategies
which we believe will improve our company's growth and profits".

By the terms of the restructuring agreement, the senior notes
will be converted into new notes in the aggregate principal
amount of $30 million, due 2004, with interest at the rate of 12%
per annum (the first semi-annual interest payment will be due in
March 2000), and 95% of the new common equity of Trism will be
issued post-recapitalization, prior to dilution respecting a
contemplated management stock incentive program. Trism's existing
common stock will be converted into 5% of the new common equity
to be issued post-recapitalization, prior to dilution.

Trism, Inc. is the nations leading transportation company that
specializes  in  the transportation of heavy weight, over-
dimensional, environmental, and secured materials.  The company
provides a full range of logistics services for specialized
markets, intermodal management services, and worldwide  super  
heavy  haul  project  services   in partnership with Econofreight
Group Limited.

TV FILME: Negotiating With Noteholders
Dateline: BRASILIA, BRAZIL - TV Filme, Inc. is in negotiations
with a committee representing holders of the company's
outstanding 12 7/8% senior notes due 2004 regarding a possible
restructuring of its indebtedness.  The company has entered into
a forbearance agreement with members of the committee, resulting
from the company's decision not to pay the interest due on the
notes.  The forbearance agreement was scheduled to expire on
July 30, 1999.  The company indicates it cannot be sure it will
be successful in negotiating such a re-structuring or an
extension of the forbearance agreement.

TV Filme, Inc. develops, owns and operates pay television systems
in mid-sized markets in Brazil and is the sole provider of multi-
point, multi-channel distribution systems in the cities of
Brasilia, Goiania and Belem.

On July 15, 1999, Heico (and Michael E. Heisley, indirectly
through Heico) acquired securities convertible into 4,615,386
shares of WorldPort Communication Inc. common stock for which
Heico paid $15,000,000. Heico also received an option to acquire
securities convertible into 3,750,000 shares of WorldPort common
stock for an aggregate purchase price of $15,000,000. Heico
indicates it acquired the securities for investment purposes and
in order to provide WorldPort with the financing necessary to
satisfy certain obligations.

Michael E. Heisley, Sr. and The Heico Companies have sole voting
and sole dispositive power over 17,223,628 shares of common stock
and share voting powers on 285,165 shares, representing 48.6% of
the outstanding shares of common stock of WorldPort
Communications Inc.  Heico also holds the option to acquire the
3,750,000 additional shares of common stock of the company.
WorldPort reports that Stanley H. Meadows, Assistant Secretary of
Heico, has sole voting and dispositive power over 64,854 shares
of common stock in the company, Larry W. Gies and Richard O.
Dentner hold no stock in the company.

WORLDWIDE DIRECT: Century Business Seeks Proceeds From Sale
Century Business Credit Corporation seeks an order authorizing
the debtors, Worldwide Direct, Inc., et al. to turn over the
proceeds of certain pre-petition collateral.

Worldwide Direct is indebted to Century under a certain Factoring
Arrangement for "obligations" which include loans, advances, fees
and charges incurred directly thereunder in the approximate
amount of $836,323 as of July 13, 1999, plus continuing accruing
interest, fees and charges through date of payment.  

By order dated March 18, 1999, the court authorized the sale of
substantially all the assets of the debtors to AT&T Corp.  Upon
information and belief, the estimated value on a cost basis of
the Century Liquidated Collateral was approximately $1.36 million
and the estimated proceeds of the AT&T Sale is believed to be not
less than $720,000.  Century submits that it is entitled to
adequate protection in the form of payment in full of the Century
Direct Claim.  The debtors have been given access to both the
pre-petition documentation supporting Century's secured position
as well as a breakdown of the amount of the claims.


The Meetings, Conferences and Seminars column appears
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Bond pricing, appearing in each Friday edition of the TCR, is
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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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