TCR_Public/990817.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R
      
         Tuesday, August 17, 1999, Vol. 3, No. 158                                              
                            
                     Headlines

ACME STEEL: To Increase Published Base Prices
AMERICAN MOBILE SATELLITE: Special Stockholder Meeting
AMERICAN SKIING: $150 Million Investment By Oak Hill Capital
ATC GROUP: Deadline for Filing Proofs of Claim
ATC GROUP: Hearing to Consider Disclosure Statement

AUTOINFO INC: Seeks New Business Opportunities/Losses Continue
BUILDERS TRANSPORT: Correction re Associates Claims
CALCOMP TECHNOLOGY: Dissolution Filed/Questionable Stock Value
CELLEX BIOSCIENCES: Announces Consummation of Plan
COLORADO PRIME: Delays Filing Quarterly Financial Statements

CONSUMER PORTFOLIO SERVICES: Zero Ownership By NewSouth Capital
DAEWOO: Electronics Signs Preliminary Agreement With Walid Alomar
FAMILY GOLF: Shares Fall 69 Percent
FIDELITY BANCORP: Revenue & Net Income Up
FOAMEX: Letter Of Intent Proposes $11.50/Share Buyout Offer

GENESIS HEALTH VENTURES: Cypress Group/TPG To Invest $50 Million
GENEVA STEEL: Seeks Extension of Exclusivity
INSILCO HOLDING: Reports Second Quarter Results
IRIDIUM: Case Summary & 20 Largest Creditors
IRIDIUM: Involuntary Petition Filed First

IRIDIUM: Slides Into Bankruptcy
IRIDIUM: Statement From Jim Walz, CEO
IRIDIUM: Top Ten Bondholders
KOMAG INC: Johnson & Chen Retire/Tan New President & CEO
LOEWEN: Seeks To Reject Agreement With Salomon Smith Barney

LOEWEN: Seeks To Reject Birch & Bush Consulting Agreement
NEXTWAVE: Questions Legitimacy of Nextel Bid
NU KOTE HOLDING: Change Of Auditors Results In Delay
ORANGE COUNTY: Bankruptcy Attorneys Seek $48 Million Bonus
PACE HEALTH: 30.0% Of Common Stock Owned By Wm. G. Walters

PARAGON TRADE: Capital Group International With Zero Ownership
PICO PRODUCTS: Deloitte & Touche Resigns
PRANDIUM INC: Quarter Results Reported/Remains Highly Leveraged
SAMSONITE: Filing Shows 16.9% Beneficial Ownership Of Artemis
SIZZLER: New Management Named

STUART ENTERTAINMENT: Case Summary & 20 Largest Creditors
STUART ENTERTAINMENT: Fails To make Interest Payment
UNIFIBER: Involuntary Petition Announced
WIRELESS ONE: Management To Get $8.13M Upon Reorganization
WORLDCORP: World Airways Announces Recapitalization Alternatives
     
Meetings, Conferences and Seminars

                     **********

ACME STEEL: To Increase Published Base Prices
---------------------------------------------
Acme Steel Company (OTC Bulletin Board: AMIIQ) announced that it
will increase published base prices $30 per ton, effective with
new orders promised for delivery October 3, 1999 or later, for
hot rolled carbon and alloy sheet and strip steel products.
  
Acme Metals Incorporated, through its operating subsidiaries, is
a fully integrated producer of steel, steel strapping and
strapping products, and welded steel tubing.  On September 28,
1998, Acme Metals and its subsidiaries filed separate voluntary
petitions for protection and reorganization under Chapter 11 of
the United States Code.  The Company is in possession of its
properties and assets and continues to manage its business
as debtor-in-possession subject to the supervision of the
Bankruptcy Code. Its common stock is listed on the Bulletin Board
of the National Association of Securities Dealers under the
symbol AMIIQ.
  
  
AMERICAN MOBILE SATELLITE: Special Stockholder Meeting
------------------------------------------------------
Shareholders of American Mobile Satellite Corporation are invited  
to attend a special meeting of stockholders of the company to be
held at 9:00 a.m. on Tuesday, September 7, 1999 at the offices of
American  Mobile Satellite Corporation located at 10802 Parkridge
Boulevard, Reston, Virginia 20191.  Stockholders will meet for
the following purposes: To consider and act upon a proposal to
issue shares of American Mobile Common Stock to XM Ventures in
connection with the Exchange Agreement entered into by American
Mobile Satellite with  WorldSpace, Inc., XM Satellite Radio
Holdings Inc., and XM Ventures; to approve an amendment to the
cmpany's Amended and Restated Certificate of Incorporation to
increase the number of shares of common stock authorized for
issuance from 75,000,000 shares to 150,000,000 shares; and to
transact any other business that may arise.

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


AMERICAN SKIING: $150 Million Investment By Oak Hill Capital
-------------------------------------------------------------
American Skiing Company has closed its previously announced
$150 million investment by Oak Hill Capital Partners,
L.P., a private equity investment group. The company also
announced today that it has received consent from its lenders
to simplify its capital structure by merging American Skiing
Co. East, Inc. and American Skiing Co. West, Inc. into the
parent company.  Management expects to complete the merger
within the next sixty days.

Chairman and Chief Executive Officer of American Skiing
Company, Leslie B. Otten, stated, "The infusion of Oak
Hill's capital investment greatly increases our financial
flexibility and allows us to fully implement our growth
strategy. Our entire organization is energized about the
benefit of this transaction to our resort communities,
as we now have the resources to continue to execute our
development plans.  The investments we have made during
the past several years, combined with those now underway,
are creating a state-of-the-art resort network, which offers
the best skiing and riding experience available in each of
our markets.  We are excited about the product we will be
delivering to our guests for the upcoming winter season. "

"We believe that American Skiing Company represents
an outstanding investment opportunity for Oak Hill,"
commented Steven B. Gruber, Managing Partner of Oak Hill
Capital Partners.  "This capital will provide the company
the financial strength to expand its leadership in the ski
resort industry.  We look forward to working closely with the
entire team of employees at the company and assisting in the
execution of its strategy."

Oak Hill Capital Partners, L.P. is a $1.6 billion private
equity partnership founded by Robert M. Bass and his team of
investment professionals.  Oak Hill Capital makes significant
investments through acquisitions, build-ups, recapitalizations,
restructurings, strategic joint ventures and the purchase of
minority stakes across a wide range of industries.  Oak Hill
Capital Management, Inc., based in New York, and Menlo Park,
California, manages the partnership.

Headquartered in Newry, Maine, American Skiing Company,
founded by Leslie B. Otten, is the largest operator of alpine
ski, snowboard and golf resorts in the United States growing
skier visits ten-fold over the last five years.  Its resorts
include Steamboat in Colorado; Killington, Mount Snow and
Sugarbush in Vermont; Sunday River and Sugarloaf/USA in Maine;
Attitash Bear Peak in New Hampshire; The Canyons in Utah;
and Heavenly in California/Nevada.


ATC GROUP: Deadline for Filing Proofs of Claim
----------------------------------------------
According to a notice filed in The Wall Street Journal on August
16, 1999, the deadline for the filing of proofs of claim against
ATC Group Services, Inc. and its debtor affiliates is set for
September 17, 1999, 5:00 PM.


ATC GROUP: Hearing to Consider Disclosure Statement
---------------------------------------------------
According to a notice filed in The Wall Street Journal on August
16, 1999, a hearing shall be held before the Honorable Jeffry H.
Gallet, US Bankruptcy Judge of the Southern District of New York,
One Bowling Green, NY on September 24, 1999 at 11:00 PM.


AUTOINFO INC: Seeks New Business Opportunities/Losses Continue
--------------------------------------------------------------
Autoinfo Inc. has no remaining automobile receivables and has
ceased to operate as an automobile finance company.  The company
says it is in the process of identifying new business
opportunities in furtherance of its plan to rebuild the company
and create shareholder value.  However, the company states there
is substantial doubt about the its ability to continue
as a going concern. If the company is unsuccessful in identifying
and consummating new business opportunities, it does not have
sufficient liquid assets and available lines of credit to meet
its short and long-term capital requirements.

For the quarter ended June 30, 1999 Autoinfo experienced net
losses of $541,046 on net revenue of $14,690; in the same quarter
of 1998 net losses were $4,267,610 on net revenue of $27,192.  
For the six months ended June 30, 1999 the company's net losses
were $1,020,664 as compared to 1998 same period net losses of
$4,836,521.  Revenue in the six month, 1999 period, was $50,192;
in the 1998 period, $52,495.


BUILDERS TRANSPORT: Correction re Associates Claims
---------------------------------------------------
Donald L. Rickertsen, Esq., of Holland & Knight, LLP, advises
us that our report in yesterday's edition of the TCR on a
compromise in the Builders Transport case is not accurate.
In point of fact, the compromise with Associates Commercial
Corporation and Associates Leasing, Inc., Mr. Rickersten advises,
settles the equipment creditors' $3,228,892 administrative claim
and $4,744,200 unsecured claim in consideration of an allowed
administrative claim of $150,000.  No Associates claims survive
except post-petition accident claims, if any.


CALCOMP TECHNOLOGY: Dissolution Filed/Questionable Stock Value
--------------------------------------------------------------
CalComp Technology Inc. has filed a Certificate of Dissolution
with the Secretary of State of Delaware.

The company's transfer books will be closed, and the company's
common and preferred stock will be treated as no longer
being outstanding.

Following the filing of the Certificate of Dissolution, the
company will sell all of its remaining assets and proceed with
the formal dissolution of the company pursuant to Delaware
law. The company had previously announced that its Board of
Directors had approved a Plan of Complete Liquidation and
Dissolution, which was subsequently approved by Lockheed
Martin Corporation, the holder of approximately 85 percent
of the company's outstanding common stock and 100 percent of
the company's outstanding preferred stock.

Based on the anticipated value of the company's remaining
assets and the amounts owed to creditors of the company,
the company believes that it is highly unlikely that any
distributions will be made to its preferred or common
stockholders.


CELLEX BIOSCIENCES: Announces Consummation of Plan
--------------------------------------------------
CELLEX BIOSCIENCES, Inc. (OTC: CLXBV) announced today the
consummation of the Company's plan of reorganization. Previously,
the Company announced that on July 7, 1999, the United States
Bankruptcy Court, District of Minnesota, Third Division, entered
the order confirming the Company's Modified First Amended Plan
of Reorganization dated June 28, 1999 (the "Plan").  The Plan was
accepted by all of the requisite classes of the Company's
creditors.  The Plan became effective on July 30, 1999 (the
"Effective Date") and on that date, the $1,115,000 of Debtor-In-
Possession financing provided by Biovest, L.L.C. ("Biovest") was
converted to new common stock of the Company.
  
As of the Effective Date, the Company's existing common stock,
preferred stock, options and warrants were deemed canceled and
1,000,000 shares of new common stock were deemed issued, of which
520,000 shares (52%) will be issued to Biovest and 250,000 shares
(25%) will be issued to the Company's unsecured creditors.  Until
March 15, 2000, 23% of the outstanding shares of the Company will
be held in escrow to be released to either Biovest or the
Schuster Group, secured creditors of the Company, pursuant to an
agreement which was incorporated into the Plan.
  
Also, as of the opening of business on Monday, August 2, 1999,
the Company's new common stock was assigned the new stock symbol
CLXBV.  Upon the issuance of shares to the individual unsecured
claimants, the "V" will be deleted signifying that the stock is
no longer trading on a "when issued" basis.  At such time, the
Company will issue a press release providing additional details
of the Company's new common stock and its trading. American Stock
Transfer & Trust Company of New York, New York will continue to
serve as the Company's registrar and transfer agent.

Settlements with holders of debt claims are as follows:
-- Certain claims are not classified.  Unclassified
administrative expense claims, including professional fees, which
are expected to total at least $286,000 are being paid in full in
cash.  As of the Effective Date, approximately $220,000 had been
paid.  Post-petition claims incurred in the ordinary course of
business have been paid on a current basis.  Pre-petition
claims incurred during the period October 6, 1998 and December 8,
1998, including claims of parties to executory contracts and
unexpired leases, totaling approximately $200,000 were paid at
the effective date.  An additional $100,000 may be paid pending
final determination of allowed claims. Also, certain taxes,
totaling approximately $225,000 will be paid in full in
equal monthly installments for six years from assessment
beginning September 1, 1999 with interest at the rate of 8% per
annum.  After the Effective Date, the Company shall continue pay
to fees of approximately $5,000 per quarter to the U.S. Trustee
until the bankruptcy case is closed.

-- Class A-1 secured claims of the Company's financial
institution in the approximate amount of $700,000 were purchased
by Biovest pursuant to the Plan and will be paid monthly with a
15-year amortization with interest at 7% per annum and payable on
the third anniversary of the Effective Date, provided
that Class A-3 Claims of the Schuster Group have been paid in
full or released.  Class A-2 includes $185,000 payable to
Biovest, plus interest accrued since February 9, 1999, and will
be subject to the same treatment discussed above for Class A-1.
-- Class A-3 consists of direct and indirect guarantee claims of
the Schuster Group totaling approximately $2,200,000.  Such
claims will be paid pursuant to a Credit and Stipulation
Agreement between Biovest and Schuster Group which was
incorporated into the Plan.  Under such agreement, during the
period from the Effective Date, the Company will pay the Schuster
Group, on a monthly basis, accrued interest at rates ranging from
10% to 12% per annum and certain principal payments, based on a
7-year amortization, provided that, until the Schuster Group
claims are paid or released, provided that the aggregate monthly
debt service payments by the Company, including payments to
Schuster Group, cannot exceed $25,000 per month.  -- Class A-4
consists of an $80,000 certificate of deposit held as a lien
interest by Norwest Bank aka Wells Fargo.  Norwest will retain
its interest in such security; however, with the consent of the
Company's landlord and Norwest, $68,000 of such security may be
applied to obligations owed by the Company to the landlord.
-- Class A-5 is secured by certain assets of the Company relating
to the Company's fluidized bed technology.  In full satisfaction,
the Company will turn over the assets and abandon all interest in
such assets.  -- Class A-6 consists of approximately $484,000
owed to the Internal Revenue Service which will be paid in full
in equal monthly installments for six years from assessment
beginning September 1, 1999 with interest at the rate of 8% per
annum. -- Class B consists of the unsecured creditors who will
receive 25% of the outstanding common stock of the reorganized
company in full satisfaction and release of their claims.
  
Cellex Biosciences Inc. provides advanced cell culture technology
-- through patented perfusion systems including the industry's
leading AcuSyst(R) hollow fiber systems and contract production
services including cell line selection, optimization and
subcloning, whole cell and secreted protein production and cell
banking.  Customers include pharmaceutical, diagnostic and
biotechnology companies as well as leading research institutions
worldwide. Cell culture is a key process used by these
organizations for the creation of novel proteins and monoclonal
antibodies needed to detect and treat human diseases such as
cancer and AIDS.  The Company's corporate headquarters,
research and development, contract cell culture production and
manufacturing operations are located in Minneapolis, Minn.

Biovest is an entity formed for the purpose of acquiring a
majority interest in the equity of Cellex Biosciences Inc.
      
  
COLORADO PRIME: Delays Filing Quarterly Financial Statements
------------------------------------------------------------
Timely filing with the SEC of Colorado Prime Corporation's
financial statements for the quarterly period ended
June 25, 1999 was prevented, according to the company,
by unanticipated delays in the compilation of consolidated
financial information.


CONSUMER PORTFOLIO SERVICES: Zero Ownership By NewSouth Capital
---------------------------------------------------------------
Consumer Portfolio Services Inc. reports that NewSouth Capital
Management, Inc. no longer holds any beneficial ownership of
common stock in the company.


DAEWOO: Electronics Signs Preliminary Agreement With Walid Alomar
-----------------------------------------------------------------
A U.S. investment firm has agreed to pay $3.2 billion to buy
some assets and operations of South Korea's Daewoo Electronics,
a unit of debt-ridden Daewoo Group, the company president
said on Friday.  Daewoo Electronics president Yang Jae-yeol said
Daewoo and Walid Alomar & Associates had signed a preliminary
agreement on July 9 and that the deal would be finalised on
September 9.

Daewoo's creditors and shareholders must approve the deal.

"Without approval by about 70,000 minor shareholders, the
deal is not possible," Yang said. "Approval by shareholders
and creditors is the key to concluding the deal."

Shareholders will meet after the deal is finalised, he said.
Daewoo Group controls just 5.4 percent of Daewoo Electronics'
stock, down from eight percent previously.  But the group's small
stake is enough to control the company because more than 60
percent of the subsidiary's stock is held by individual
shareholders.

Local creditors rescued Daewoo Group, the nation's second
largest conglomerate, from bankruptcy last month in exchange
for 10 trillion won ($8.3 billion) in collateral.

Since then Daewoo and creditors have worked on how the group,
with 76 trillion won in assets, should be restructured.
A company spokesman had said the sale to Walid Alomar would
include a direct purchase of stock from Daewoo Group.
But Daewoo's Yang said on Friday that Walid Alomar, son of
a former Saudi minister, had agreed to take over Daewoo's
plants and sales networks, which Daewoo valued at $3 billion,
in Western Europe, North and South America, Japan, Korea
and Australia.

Yang said there would be no layoffs.

Daewoo would keep its plants in China, the Commonwealth
of Independent States, Middle East, Africa and Southeast
Asia. Daewoo has estimated the value of those plants at
$2.5 billion.  Yang said Daewoo would manage both old Daewoo
Electronics and Walid Alomar's New Daewoo Electronics (New DEC),
including the operations and research and development functions
of both. Walid Alomar formed New DEC on August 6 in the United
States, he said.  The president said Walid Alomar would borrow $2
billion to help fund the purchase.

"It's a very complicated and difficult deal to understand,"
said Tae Chung, executive director at Hyundai Securities. "It's
typical Daewoo style."

The deal has raised questions because the $3.2 billion sales
price was viewed as being far more than the company was worth.
Yang said the U.S. investment firm highly regarded Daewoo's
global network, competitiveness, products and technologies. The
president said Daewoo would use the proceeds from the sale of
assets and operations to redeem its liabilities valued at $4.8
billion at the end of June.

"The Walid deal will contribute to reducing Daewoo Electronics'
debt-to-equity ratio to 175 percent," Yang said.  Walid Alomar
began due diligence of Daewoo's assets on July
22, the president said.


FAMILY GOLF: Shares Fall 69 Percent
-----------------------------------
Shares of Family Golf Centers fell 69 percent after North
America's largest golf-range operator reported a second-quarter
loss and said it may file for bankruptcy protection if it
fails to renegotiate the terms of its debts with lenders.

Family Golf, based in Melville, N.Y., said it had a
second-quarter loss of $1.5 million, or 6 cents a share. It
was expected to earn profit of 28 cents a share, the average
estimate of five analysts polled by First Call Corp. The
company had a loss, including charges, of $3.9 million,
or 19 cents, a year earlier.

Family Golf said it has received a waiver on most of the
financial covenants under its $100 million credit facility. The
waiver expires Oct. 5. If lenders don't agree to defer debt
payments, the company's $98.2 million of principle outstanding
would become due immediately, and it would have to file for
bankruptcy protection, Family Golf said.

"The bankruptcy-protection warning is very serious," said Bret
Jordan, an analyst at Advest. "A couple of their acquisitions
were negotiated very quickly, and if you're doing large deals
quickly, you're likely to miss something," Jordan said.

Shares of Family Golf, which manages 121 golf centers,
including two in Broward and two in Palm Beach County, fell
$2.65 5/8 to $1.18 3/4. They were trading at $31 on April
21, 1998.

Family Golf attributed its poor performance to acquisitions
in the last 12 months, including Eagle Quest Golf Centers,
which it acquired in June last year, and to unexpected delays
in construction and in opening of facilities.

The company said it doesn't have enough free cash to meet its
current obligations or its construction commitments. It said
it's exploring alternatives, including the sale of non-golf
operations and other assets.

Jordan said a possibility could be the sale of the company's
SkateNation ice-rink business, just to get some near-term cash,
though in the long term it would still need to renegotiate
the debt with banks. The 1999 golf season didn't help the
company either, Jordan said.

"They need a fixer-upper," said Jordan, "but I don't see any
buyers looming on the horizon who are willing to help fix
it up."

Family Golf also said Chief Financial Officer Jeffrey Key
resigned on Wednesday.


FIDELITY BANCORP: Revenue & Net Income Up
-----------------------------------------
Net income for Fidelity Bancorp Inc. for the three months ended
June 30, 1999 was $882,000 compared to $735,000 for the same
period in 1998, an increase of $147,000 or 20.0%.  The increase
reflects an increase in net interest income of $313,000 or 11.5%,
an increase in other income of $56,000 or 17.7%, an increase in
the provision for loan losses of $65,000 or 72.2%, an increase in
other operating expenses of $172,000 or 9.3% and a
decrease in the provision for income taxes of $15,000 or
4.3%.

Net income for the nine months ended June 30, 1999 was $2.368  
million compared to $2.068 million for the same period in 1998,
an increase of $300,000 or 14.5%.  The increase reflects an
increase in net interest income of $666,000 or 8.4%, an increase
in other income of $273,000 or 32.5%, an increase in the
provision for loan losses of $45,000 or 14.3%, an increase  in
other  operating  expenses of $716,000 or 13.3% and a decrease in
the  provision  for income taxes of $122,000 or 11.7%.

Revenue figures for the bank were $7.844 million for the three
months ended June 30, 1999 as compared to $7.089 million for the
same period in 1998.  For the nine months ended June 30, 1999
revenue was $22.690 million as compared to 1998, same period, of
$20.940 million.


FOAMEX: Letter Of Intent Proposes $11.50/Share Buyout Offer
-----------------------------------------------------------
Foamex International Inc., North America's largest manufacturer
of flexible polyurethane and advanced polymer foam products,
announces that its Board of Directors has signed a letter of
intent with Sorgenti Chemical Industries, LLC and Liberty
Partners Holdings 20, LLC for a business combination providing
for $11.50 per share for all of the company's outstanding common
stock, subject to due diligence.

Marshall S. Cogan, Chairman, stated, "JP Morgan has worked
diligently to develop this strategic alternative for the Foamex
Board in the best interest of all Foamex shareholders as well as
what is best to maximize Foamex's future."

Foamex will continue to work with JP Morgan and its Counsel to
negotiate a definitive agreement for the proposed business
combination. Under the terms of the letter of intent signed
August 5th, if the company enters into a business combination
with another party, Sorgenti Chemical-Liberty Partners
will be entitled to a break-up fee of $6.0 million plus
reimbursement of certain expenses.

Foamex added that the buyout offer is subject to a number of
conditions, including the negotiation of definitive documents,
which will contain certain conditions relating to the bank credit
facilities and public debt of the company's subsidiaries, as well
as certain other conditions relating to minimum shareholder
acceptance and change of board membership, and other
provisions providing for a higher break-up fee and expense
reimbursement if the company enters into a business combination
providing a more favorable transaction. The definitive buyout
agreement will require appropriate filings with the Securities
and Exchange Commission and regulatory filings.

Sorgenti Chemical Industries, LLC is an affiliate of Sorgenti
International Partners, which was formed by Harold A. Sorgenti to
acquire and manage chemical industry assets and companies on a
global basis. Liberty Partners Holdings 20, LLC is an entity
formed by Liberty Partners L.P., a private equity investment firm
which manages $1.2 billion of capital.

Foamex, headquartered in Linwood, Pennsylvania, manufactures and
markets flexible polyurethane and advanced polymer products in
North America.


GENESIS HEALTH VENTURES: Cypress Group/TPG To Invest $50 Million
-----------------------------------------------------------------
Genesis Health Ventures, Inc. has reached an agreement in
principle with The Cypress Group and Texas Pacific Group,
its co-investor partners in Genesis ElderCare Corp. (the
joint-venture parent of The Multicare Companies), to simplify
the joint-venture structure, accelerate the integration of
Genesis and Multicare, and, according to Genesis, strengthen
the financial position of both entities.

Under the agreement in principle, Cypress and Texas Pacific
Group will invest $50 million into Genesis Health Ventures
in exchange for 12.5 million newly issued common shares and
2 million warrants with a $5.00 exercise price.

In addition, Cypress and Texas Pacific Group will terminate
their right to put their 56% equity interest in Genesis
ElderCare Corp. to Genesis Health Ventures in exchange
for a newly issued convertible preferred stock in Genesis
Health Ventures with a $420 million principal amount, a 5%
dividend rate (payable in kind for the first five years)
and a conversion price of $8.75 per share.

The conversion price represents a 153% premium to the 20-day
average trading price of Genesis Health Ventures stock.

Following completion of this transaction, Genesis will
consolidate the results of Multicare for financial reporting
purposes. After making the $50 million investment, Cypress
and Texas Pacific Group will each own approximately 11% of
Genesis. On fully-diluted basis, assuming conversion of the
convertible preferred stock, Cypress and Texas Pacific Group
will each own approximately 29% of Genesis.

The agreement in principle provides that Cypress and Texas
Pacific Group will each have the right to vote a maximum
of 17.5% of the voting rights of Genesis. Cypress and Texas
Pacific Group will each designate one member to the Genesis
Board of Directors, increasing the total membership to nine.
The transaction is subject to, among other things, regulatory
approval and Genesis shareholder approval.

"Our Partners at Cypress and TPG have clearly taken a long-term
perspective towards Genesis," said Michael Walker, Genesis
Chairman and Chief Executive Officer. "We share a common
vision of the proactive strategies required to succeed in
the prospective payment environment and enthusiasm for the
long-term opportunities for the company. We will continue to
aggressively manage through the transition to a prospective
payment system, improve our financial flexibility through
additional deleveraging transactions and sharpen our focus
on our core business segments within specified geographic
regions."

"We continue to believe that Genesis is the premier provider of
long-term care services," said Jamie Singleton, Vice-Chairman
of The Cypress Group. "We believe that the toughest part
of the transition to prospective pay is now behind us. By
utilizing the strength of the Genesis management team,
its regionally concentrated assets and strategic alliances,
we believe Genesis will emerge as a long-term leader as the
industry grows and consolidates."

"The simplification of the Genesis/Multicare structure
facilitates enhanced operational integration,
asset rationalization and expanded capital raising
opportunities. Together, we can implement a plan to further
strengthen the combined balance sheet and create a platform
for success," said James Coulter, founding partner of TPG.

Walker continued, "We continue to remain focused on reducing
corporate and regional costs, pursuing approximately $200
million of additional deleveraging transactions and providing
our customers with high-quality healthcare services. With this
transaction, we can eliminate the confusion and uncertainty
regarding the Multicare joint-venture structure and move
forward in a more rationalized manner. I look forward to
working with our partners at Cypress and TPG, as we continue
to improve the Company's long-term position."

Merrill Lynch & Co. acted as financial advisor to Genesis in
connection with this transaction.

Genesis Health Ventures, Inc., a recognized innovator in the
healthcare industry, was founded in 1985 to redefine how
America cares for the elderly and is dedicated to helping
older adults live a full life as independently as possible
in their later years. The company, which consolidated its
businesses under the brand name Genesis ElderCare in 1996,
has established Genesis ElderCare Networks in five regional
markets in the eastern and mid-western United States and
currently serves more than 175,000 customers daily.

The Cypress Group, based in New York City, manages private
equity funds with more than $3 billion in commitments. Texas
Pacific Group, based in San Francisco and Fort Worth, manages
private equity funds in excess of $4 billion.


GENEVA STEEL: Seeks Extension of Exclusivity
--------------------------------------------
The debtor, Geneva Steel Company seeks an extension of the
exclusive periods during which the debtor may file a plan of
reorganization to December 29, 1999 and solicit acceptances to
February 28, 2000.

The debtor states that it has made progress in its Chapter 11
case because it has taken significant action to obtain authority
to settle and pay customer claims.  Geneva presented its revised
business plan to the official committees in two meetings during
June.

Geneva is continuing the process of plan negotiations with the
official committees.  Geneva and the Bondholders' Committee are
developing a framework of a plan, which will be filed when
conditions allow.  


INSILCO HOLDING: Reports Second Quarter Results
----------------------------------------------- Insilco Holding
Co. reports sales and operating results for its second quarter
and six months ended June 30, 1999.

Sales were up 5% to $178.4 million for the 1999 second quarter,
compared to $170.0 million recorded in the year ago second
quarter. For the six months ended June 30, 1999 and 1998,
sales were $305.3 million and $287.3 million, respectively.

The company reported EBITDA (earnings before interest, taxes,
depreciation, amortization, other income, one-time charges
and restructuring charges, plus cash dividends received from
Thermalex, the company's 50% owned joint venture, "EBITDA")
of $23.8 million for the 1999 second quarter, compared to
$23.0 million recorded in the 1998 second quarter. For the
first six months of 1999, EBITDA was $40.2 million, compared
to $38.9 million recorded in the first six months of 1998.

The company also reported a net loss of $5.2 million for the
1999 second quarter compared to net income of $4.4 million
for the 1998 second quarter.  For the six months of 1999,
the company reported a net loss of $6.1 million, compared
to net income of $7.2 million recorded in the first six
months of 1998. The decrease in net income for the first six
months of 1999 resulted principally from increased interest
expense of $9.8 million as a result of the third quarter 1998
recapitalization and merger and second quarter 1999 charges
of $8.8 million related to the corporate office restructuring
and the previously announced closure of the company's McKenica
division, according to the company. Net cash charges resulting
from these restructuring items were approximately $2.0 million.

David A. Kauer, Insilco President and CEO, said, "We were very
pleased with the substantial operating earnings improvement
at Taylor Publishing, during its important peak yearbook
season. The process improvements implemented over the past
year by Taylor's new management team resulted in significantly
improved on-time delivery performance, increased productivity
and lower costs."

Kauer continued, "While specialty heat exchangers and worldwide
tubing sales were higher in the second quarter, sales of
higher margin industrial radiators and related components
remained soft. In the Technologies Group, market conditions,
including customer inventory corrections and continued
pricing pressures, negatively impacted performance. We are,
however, beginning to see improvement in the level of quote
and orders activity across our product lines in this segment,
and in the industrial radiator market as well."

Kauer concluded, "We continued to make progress during
the second quarter in achieving our goal of significantly
reducing operating expenses during 1999, as evidenced
by our announcement late in the quarter regarding the
restructuring of our corporate staff, which is expected to
generate approximately $3.5 million in annualized savings. We
continue to rationalize our manufacturing facilities to better
utilize low cost facilities and to consolidate facilities
where practical. In addition, as part of our EFI integration,
we have removed $1.5 million in annualized cost and have
consolidated our two precision stamping operations in El Paso,
Texas. We also continue to explore potential divestitures of
business units that do not meet our long-term strategic goals."

Insilco Holding Co., based in suburban Columbus, Ohio,
is a diversified manufacturer of industrial components
and a supplier of specialty publications.  The company's
industrial business units serve the automotive, electronics,
telecommunications and other industrial markets, and its
publishing business serves the school yearbook market. The
company had 1998 revenues in excess of $535 million.

Global phones don't connect; Iridium files for bankruptcy


IRIDIUM: Case Summary & 20 Largest Creditors
--------------------------------------------
Debtor:  Iridium Capital Corporation
          1575 Eye Street NW
          Washington DC 20005

Type of business: Manufacturer of power supplies

Court: District of Delaware

Case No.: 99-2854    Filed: 08/13/99    Chapter: 11

Debtor's Counsel:  
William J. Perlstein, Esq.
Wilmer, Cutler & Pickering
2445 M street, NW
Washington, DC 20037-1420

James L. Patton, Jr.
Brendan L. Shannon
Young, Conaway, Stargatt & Taylor LLP
Wilmington Trust Center, 11th Floor
Wilmington, Delaware

IRIDIUM Parent and Subsidiaries filings:

Iridium LLC
Iridium Operating LLC
Iridium IP LLC
Iridium Roaming LLC
Iridium Potomac LLC
Iridium Facility Corp.
Iridium Capital Corp.
Iridium World Communications Corp.
Iridium Canada Facility Inc.                  
                   
20 Largest Unsecured Creditors:

    Name                              Nature         Amount
    ----                              ------         ------
Senior Note Holders         High-Yield Debt  1,540,406,250
Senior Secured Bank Facility      Bank Loan    803,928,458
                               (Value of security uncertain)
Motorola Guaranteed Bank Facility Bank Loan    742,196,875


IRIDIUM: Involuntary Petition Filed First
-----------------------------------------
In an effort to protect the assets of the company and provide
the necessary time to restructure its debt, a group representing
the holders of the Senior Notes of Iridium Operating LLC and
Iridium Capital Corp. today filed an involuntary Chapter 11
petition against the companies in the United States Bankruptcy
Court in the Southern District of New York. The group -- The
Steering Committee of the Informal Committee of the Holders of
the Senior Notes of Iridium -- which directly holds approximately
25 percent of Iridium's $ 1.45 billion in outstanding Senior
Notes, is drawn from a group of holders owning approximately two-
thirds of those notes. The petition was filed on behalf of the
group by Weil, Gotschal & Manges.
  
Under United States Bankruptcy law, Iridium has 20 days from the
service of the summons to respond to the involuntary petition.
During those 20 days, the company can continue to operate its
business in the ordinary course.
  
The filing follows disclosure earlier this week that the
satellite-telephone venture is in default on its $ 800 million
Senior Secured Credit Facility and its $ 750 million Guaranteed
Credit Facility. On July 15, 1999, Iridium failed to make a $ 90
million interest payment due on its Senior Notes.
  
"We have been in active negotiations with the company for the
past month," said Talton Embry of Magten Asset Management
Corporation, a member of The Steering Committee. "Despite the
best efforts of the parties involved, consensual agreement could
not be reached on a restructuring plan. It became clear to the
various parties at interest that a Chapter 11 filing was
inevitable and, unless drastic action was taken, the company's
assets could be at serious risk. Iridium is a valuable franchise.
With the right cost and capital structure, we are confident that
Iridium will have a bright future. We are hopeful that during the
20 days Iridium has to respond to this petition, the parties can
come together and reach an accord which will result in the
successful reorganization and restructuring of the company."
  
Motorola Inc., the former owner and largest investor of Iridium,
still owns an 18 percent interest in the company. Iridium World
Communications, Ltd. (Nasdaq:IRID) is the public equity vehicle
of Iridium LLC.
  

IRIDIUM: Slides Into Bankruptcy
-------------------------------
Iridium LLC announced today that it is pursuing a comprehensive
financial restructuring through a voluntary Chapter 11 filing in
the United States Bankruptcy Court in Delaware. The major
stakeholders in this restructuring -- banks, bondholders and
Iridium's strategic partners -- have voiced support for this
course of action. Iridium believes they will continue to
cooperate during this process.  U.S. law allows Iridium a unique
opportunity to complete its financial restructuring under an
orderly, court-supervised process. Iridium's current and future
customers will not be affected by this action. There will be no
interruption of Iridium's global service.  "The action is the
most efficient way to conclude Iridium's restructuring
negotiations," said John A. Richardson, CEO of Iridium LLC. "We
are confident that Iridium will emerge from this process as a
stronger and more vibrant company in the telecommunications
marketplace." Motorola, Iridium's largest investor and
operator of the Iridium system, expressed strong support for the
Iridium business from a financial and operational perspective.
Motorola will continue its full operational support for Iridium
LLC, the Gateways and all current and future subscribers during
the reorganization process. They will continue to invest in the
technology and to develop the next generation of Iridium
products. Motorola stated: "We are encouraged by Iridium
management's decision to pursue this course for restructuring the
business. Given the progress being made to date to restructure
Iridium's capital structure, we are optimistic that a
restructuring plan can be accomplished within 30 days." Nippon
Iridium Corporation, Iridium's second largest investor, also
expressed its support for today's action: "We continue to believe
in the long-term viability of the Iridium project and are
confident that this approach will greatly strengthen Iridium's
financial position and enable the company to succeed in the
marketplace." Iridium LLC became the world's first global
satellite phone and paging company on November 1, 1998. Its
network of 66-low earth orbiting satellites, combined with
existing terrestrial cellular systems, enables customers to
communicate around the globe. Iridium World Communications, Ltd.
(NASDAQ: IRID) is the public investment vehicle of Iridium LLC.  
Iridium is a registered trademark and service mark of Iridium IP
LLC.
  

IRIDIUM: Statement From Jim Walz, CEO
-------------------------------------
The following statement is from Jim Walz, CEO and president,
Iridium North America: We remain in full support of Iridium LLC
as the company goes through its restructuring under Chapter 11
Bankruptcy proceedings. To be clear, Iridium North America is an
independent and wholly owned company and as such we own the
licenses to use the Iridium satellite constellation.  Therefore,
there will be no lapse in Iridium service provided by Iridium
North America and we will continue to work with our service
providers to sell the Iridium product and service. We have a
solid business plan, a sound financial structure and a
satisfied customer base. During the month of July, Iridium North
America enjoyed its highest percentage of subscriber growth to
date indicating acceptance of our new lower airtime rates and
decreased equipment costs.  Iridium North America (NASDAQ: IRID)
is the sole owner and operator for Iridium services in North
America. Iridium North America is actively selling services
through integrated wireless service providers and distribution
partners. Iridium North America is headquartered in Tempe,
Arizona and serves the United States, Bermuda and Puerto
Rico. Iridium North America is backed by telecommunications
leaders Motorola, Inc., Sprint Corporation and Iridium Canada,
Inc.
  

IRIDIUM: Top Ten Bondholders
----------------------------
Below is a list of the top 10 holders of Iridium debt as ranked
from among the nation's leading insurance company, mutual fund
and pension fund institutional managers. A complete list of
holders along with other bondholdings information (including
portfolio managers) is available via MAXX(TM), a tool for
accessing institutional investor profile and bondholdings data.
     
1.  Fidelity Management & Research Company
     2.  Smith Barney Asset Management
     3.  Franklin Advisers, Inc.
     4.  Lindner Asset Management, Inc. (Boston)
     5.  Prudential Global Asset Management (Fixed Income)
     6.  American Express Financial Advisors Inc.
     7.  Putnam Investments
     8.  Northstar Investment Management Corporation
     9.  Waddell & Reed Investment Management Co.
     10. Fidelity Management & Research Co. (Fixed-Income
Division)

More information about bondholdings data and other Capital Access
fixed-income products or services can be obtained by contacting
Cheryl Easton at 800-866-5987, 908-795-2025 or ceaston@capital-
access.com.
   

KOMAG INC: Johnson & Chen Retire/Tan New President & CEO
--------------------------------------------------------
Komag, Incorporated, the world's largest independent supplier
of thin-film media for computer hard disk drives, announced
the appointment of Thian Hoo (T.H.) Tan as president and chief
executive officer. The company also announced the retirement
of cofounders Stephen C. Johnson, its former president and
chief executive officer, and Dr. Tu Chen, its former chairman
of the board.

The board of directors selected T.H. Tan as the company's
new president and chief executive officer based on his
extensive manufacturing background at both Komag and other
high technology companies.  During his ten-year tenure at
Komag he has been personally responsible for the formation and
start-up of the company's world-class manufacturing facilities
in both the United States and Malaysia.  The intense pricing
pressures in the data storage industry have made technology
leadership a necessary, but not sufficient, condition for
success in the disk business, Komag indicates.

"Given T.H.'s background andexperience the board is delighted
that he has accepted this new challenge," said Michael
Splinter, board member and senior vice president and general
manager of the technology and manufacturing group at Intel
Corporation.

"Steve Johnson provided dynamic leadership while Tu Chen
guided the technology vision of the company since its founding
in 1983. The company is deeply indebted to the substantial
contributions of these two industry pioneers," said Chris Eyre,
longtime Komag board member.

"Komag has leadership technology, a strong management
team, high quality products and manufacturing capacity in
cost-advantaged locations.  We are the largest ndependent
disk roducer in the world and are regarded as a capable,
high quality supplier by our key customers. Our goal is to
extend our leadership position, to overcome difficult market
conditions, and to restore the company to financial health,"
said Tan.

"Our future success will depend on manufacturing excellence
and leveraging technology to lower product costs to levels
that stimulate new applications. With our large installed
capacity base in Malaysia we are positioned to have the lowest
cost structure in the industry. We've taken the first step
to more fully utilize these low cost facilities by shifting
large-scale roduction from our U.S. operation to our three
Malaysian factories.

Our U.S. resources will now focus on the design and development
of new processes and products to meet customer needs. Under my
leadership we will manage company resources tightly, actively
pursue new customer partnerships and evaluate opportunities
to effect changes in the structure of the media industry,"
said Tan.

Founded in 1983, Komag, Incorporated has produced over 400
million thin-film disks, the primary storage medium for
digital data used in computer disk drives. The company feels
well-positioned as the broad-based strategic supplier of
choice for the industry's leading disk drive manufacturers.
Through its highly automated factories in the United States,
Japan and Southeast Asia, Komag provides high quality,
leading-edge disk products at a low overall cost of ownership.
These attributes enable Komag to partner with customers in the
execution of their time-to-market design and time-to-volume
manufacturing strategies.


LOEWEN: Seeks To Reject Agreement With Salomon Smith Barney
-----------------------------------------------------------
The Loewen Group, Inc., entered into a Letter Agreement in 1996
under which Smith Barney Inc., would provide the Company with
financial advisory services in connection with a possible sale or
restructuring.  That Letter Agreement, with Salomon Smith Barney
Inc., was amended twice in 1998.  The Agreement calls for payment
of:

      (a) a $400,000 advisory fee;

      (b) a 0.30% to 0.40% transaction fee;

      (c) an opinion fee equal to 30% of the transaction fee;

      (d) a "Divestiture Announcement Fee" ranging from $250,000
to $750,000 per Transaction;

      (e) a 0.455% to 1.50% divestiture fee for divestiture of
certain assets;

      (f) a 4% equity private placement fee; and

      (g) a $3,750,000 "Amended Advisory Fee," to be credited,
with the opinion fee, against and transaction fee; applicable to
transactions occurring prior to July 23, 2000.  

Wasserstein, the Debtors remind Judge Walsh, has been retained as
their financial advisor during their insolvency proceedings.  The
services Salomon agreed to perform are duplicative of
Wasserstein's and are, accordingly, no longer necessary or
beneficial.  The Debtors confirm that Salomon is not providing
services at this time.  

By this Motion, the Debtors seek the Court's authority to reject
the Salomon Smith Barney Agreement, pursuant to 11 U.S.C. Sec.
365, effective as of August 4, 1999.  (Loewen Bankruptcy News;
Issue 8; Bankruptcy Creditors' Services Inc.)


LOEWEN: Seeks To Reject Birch & Bush Consulting Agreement
---------------------------------------------------------
A group of Loewen's in-house attorneys departed in 1997, forming
the law firm of Birch & Bush, P.C., based on Grosse Pointe Farms,
Michigan.  Loewen entered into a contract under which B&B would:

(a) provide legal and consulting services in connection with
certain acquisitions and divestitures assigned to it by Loewen;

(b) manage Loewen's outside counsel (including Jones Day) engaged
to work on such transactions; and

(c) make itself available for general legal and consulting
assistance;

in exchange for a $15,000 to $25,000 per transaction fee plus
hourly billings for non-transaction specific consulting.  Loewen
further agreed to assign no less than 100 transactions per year
to B&B.  

By this Motion, the Debtors seek to reject the B&B Agreement,
pursuant to 11 U.S.C. Sec. 365, effective as of August 4, 1999.  

The Debtors have discontinued their acquisition program,
rendering B&B's services unnecessary.  Rejection of the Agreement
(written, presumably, to provide for payment of seven-figure fees
even if no work is required), the Debtors conclude, is in the
best interests of their estates and their creditors.  (Loewen
Bankruptcy News; Issue 8; Bankruptcy Creditors' Services Inc.)


NEXTWAVE: Questions Legitimacy of Nextel Bid
---------------------------------------------
Bankrupt wireless telephone carrier NextWave Telecom
Inc. Thursday questioned the legitimacy of a bid for its
wireless licenses from Nextel Communications Inc.

San Diego-based NextWave said in a statement that Nextel
had refused to reveal details of its plan. Under Federal
Communications Commission rules, NextWave's wireless licenses
cannot be acquired by large, established carriers such as
Nextel, Nextwave said.

Late Wednesday, Reston, Va-based Nextel announced it had
recieved permission from the U.S. Department of Justice and
the Federal Communications Commission to acquire dozens of
wireless telephone licenses that NextWave bought in 1997 after
a government auction for new and small companies. Nextel said
it was still seeking to reach an agreement with NextWave's
creditors over its license acquisition plan.

NextWave holds 95 FCC licenses permitting it to serve areas
with a total population of 165 million.

"Current FCC regulations prohibit a large, publicly traded
company such as (Nextel) from owning or controlling, in any
manner whatsoever, the kind of spectrum licenses the agency
lawfully awarded to NextWave in 1997," NextWave said.

Officials at Nextel, the FCC and Department of Justice were
not immediately available for comment.

NextWave bid $4.7 billion for the licenses, but like other
top bidders at the small firm auction, ran into financial
difficulties when it tried to raise enough money to cover
its winning bids.

A New York bankruptcy court overseeing NextWave's bankruptcy
has ruled that the company can keep the licenses if it pays the
FCC just over $1 billion, including $474 million it already
paid. NextWave said Nextel had not filed an alternative
reoganization plan with the bankruptcy court.

Nextel stock rose $5 1/8 to $53 1/8 in active trading of more
than 17 million shares on the Nasdaq.


NU KOTE HOLDING: Change Of Auditors Results In Delay
----------------------------------------------------
As reported earlier, the Bankruptcy Court, on July 13, 1999,
approved the engagement of KPMG Peat Marwick L.L.P. as Nu
Kote's auditors.  Since that approval, KPMG has commenced
auditing the company's financial statements in connection with
the preparation of the company's SEC filing form, which was
due on May 29, 1999.  According to the company the time that
elapsed between the disqualification of PricewaterhouseCoopers
LLP and the appointment of KPMG, and the subsequent devotion
of a significant amount of time and effort by Nu Kote Holding
and KPMG towards completion of the financial statements,
has resulted in a delay in the completion of the form needed
for filing with the SEC for the quarter ended June 25, 1999.


ORANGE COUNTY: Bankruptcy Attorneys Seek $48 Million Bonus
----------------------------------------------------------
Hennigan, Mercer & Bennett, the law firm that represented Orange
County, Calif., in its chapter 9 bankruptcy, is seeking a $48
million bonus for litigation efforts, Reuters reported. The
attorneys already have received about $26 million from the
county, but now say they are entitled to more. Orange Country
Treasurer John Moorlach said the country had set aside $50
million for litigation fees and that the firm did a good job
representing the county. But, he said, the bonus request is a
"little bit high" and that it was like a "sucker punch" when he
learned of the request on Thursday. The firm also has asked
retired Judge John Davies, who mediated part of the bankruptcy
settlements, to review how much the firm should receive. Davies
said the attorneys deserved the bonus because of their effective
handling of the litigation. A decision is expected within a month
from a federal court. (ABI 16-Aug-99)


PACE HEALTH: 30.0% Of Common Stock Owned By Wm. G. Walters
----------------------------------------------------------
Pace Health Management Systems Inc. reports that William G.
Walters has the sole voting and dispositive power over 2,086,019
shares of common stock in the company, which includes warrants
and convertible preferred stock to acquire an aggregate of
1,619,320 shares of common stock, as of July 20,
1999.  The reported number of shares held represents 30.0% of the
outstanding shares of common stock in Pace Health Management
Systems Inc.

Mr. Walters is the Chairman of Whale, which is a registered
broker-dealer. The securities of Pace Health acquired by Mr.
Walters were acquired by him from a third party in a private
transaction with his own personal funds.


PARAGON TRADE: Capital Group International With Zero Ownership
--------------------------------------------------------------
Capital Group International, Inc. is reported as presently
having zero per cent ownership of common stock of Paragon
Trade Brands, Inc.


PICO PRODUCTS: Deloitte & Touche Resigns
----------------------------------------
Pico Products Inc. has received notification from Deloitte
Touche LLP that the client - auditor relationship between
the company and Deloitte Touche had ceased.

Deloitte Touche has declined to perform the audit of the
company's financial statements for the year ended July 31,
1999 and has resigned, effective August 5, 1999.  For the year
ended July 31, 1998 Deloitte Touche had issued a modified
auditor's report with respect to the ability of the company
to continue as a going-concern.

Pico Products has fully authorized Deliotte Touche to respond
fully to inquiries of the successor accountant at such time
one is engaged.


PRANDIUM INC: Quarter Results Reported/Remains Highly Leveraged
---------------------------------------------------------------
At June 27, 1999, Prandium Inc., the former Koo Koo Roo
Enterprises Inc., operated 308 restaurants in 27 states,
approximately 68% of which are located in California, Ohio,
Pennsylvania, Indiana and Michigan, and franchised and licensed
25 restaurants outside the United States.

The company's total sales of $140,315,000 for the second
quarter of 1999 increased by $20,220,000 or 16.8% as compared
to the same period in 1998.  For the first six months of 1999,
total company sales of $274,573,000 increased by $41,172,000 or
17.6% as compared to the same period in 1998. The increases
were due to the addition of sales from the Koo Koo Roo and
Hamburger Hamlet restaurants which were acquired on October
30, 1998, sales increases in the comparable El Torito and
Chi-Chi's restaurants and sales from new restaurants, partially
offset by sales decreases for restaurants sold or closed.
Net losses continue; Prandium saw a quarter ended June 27,
1999 net loss of $4,508 as compared to comparable 1998 quarter
net loss of $4,764.

The company's credit facility with Foothill Capital
Corporation provides for up to $35 million in revolving
cash borrowings and up to $55 million in letters of credit
(less the outstanding amount of revolving cash borrowings);
is secured by substantially all of the real and personal
property of the company; contains covenants which restrict,
among other things, the company's ability to incur debt,
pay dividends on or redeem capital stock, make certain types
of investments, make dispositions of assets and engage in
mergers and consolidations; it expires on January 10, 2002.

Prandium Inc. was in compliance with all financial ratios at
June 27, 1999.  Letters of credit are issued under the Foothill
Credit Facility primarily to provide security for future
amounts payable under the company's workers' compensation
insurance program ($17.3 million of such letters of credit were
outstanding as of August 11, 1999). $17.5 million in revolving
cash borrowings were outstanding as of August 11, 1999.

Prandium continues to be highly leveraged and has significant
annual debt service requirements as follows: ($ in millions)

   Cash Interest Principal 1999 $14.3 $
   2.5 2000 28.7 2.7 2001 28.6 2.5 2002
   5.6 204.0 2003 3.7 1.1 2004 0.6 31.6


SAMSONITE: Filing Shows 16.9% Beneficial Ownership Of Artemis
-------------------------------------------------------------
A statement, filed jointly on behalf of Artemis America
Partnership; Artemis Finance SNC and Artemis, shows the
entities with beneficial ownership and shared voting and
dispositive power of 1,779,523 shares of common stock
of Samsonite Corporation.  This amounts to 16.9% of the
outstanding shares of common stock of the company.

Artemis America are principally engaged in making and holding
investments in U.S. commercial and industrial businesses.
The general partners of Artemis America are Artemis Finance
and Artemis, both of which are holding companies principally
engaged in directly and indirectly making and holding
investments in French and foreign businesses. The directors of
Artemis are Francois Pinault, Patricia Barbizet, Francois-Jean
Pinault, Jean-Louis de Roux, and John Ryan.

The filing is being made in connection with the transfer to
Artemis America, effective July 29, 1999, of voting rights
with respect to 1,778,523 shares of common stock held
by Lion Advisors, L.P. in a managed account on behalf of
Artemis America.  The shares will remain subject to incentive
fee provisions and other terms set forth in the Management
Agreement relating to the account.  Artemis first acquired
voting rights with respect to shares of common stock on July
29, 1999.

Samsonite, Artemis America and Apollo Investment Fund, L.P.,
[an affiliate of Lion,] entered into a stockholders agreement
dated July 13, 1999, in which AIF and Artemis America have
agreed to vote all shares of voting stock owned by them
(including the transferred shares) to ensure the election
to the Board of Directors of Samsonite of: (i) the Chief
Executive Officer of Samsonite; (ii) three designees of AIF;
(iii) one designee of Artemis America and, if requested at
any time by Artemis America, a second designee of Artemis
America; and (iv) four individuals not designated by AIF or
Artemis America.  Pursuant to the stockholders agreement,
if the number of shares of voting stock of the company owned
by AIF and its affiliates falls below 50% of the number of
shares of voting stock of the company owned by Artemis America
and its affiliates, then Artemis America shall have the right
to designate three directors and AIF shall have the right to
designate two directors. If AIF or Artemis America ceases to
own at least 25% of the shares of common stock now owned by
such shareholder (including shares of common stock underlying
the convertible preferred stock and shares acquired pursuant
to a Backstop Arrangement), that shareholder would no longer
have the right to designate any directors.

For further details regarding the investment
and stockholder agreements mentioned access
http://www.sec.gov/cgi-bin/srch-edgar?0000898080-99-000225
free of charge, on the Internet.


SIZZLER: New Management Named
-----------------------------
Sizzler International (NYSE:SZ) Monday announced that current
Director Phillip D. Matthews will assume the position of chairman
of the board at this year's shareholders' meeting. As previously
announced, James A. Collins, Sizzler's current chairman, will
become chairman emeritus.

Sizzler also announced the appointment of leading restaurant
executive Steven R. Selcer as chief financial officer, and the
appointment of Michael B. Green as vice president, general
counsel and secretary. Ryan S. Tondro, the company's former CFO,
has been appointed vice president of acquisitions and development
with the additional responsibility of strategic planning.


STUART ENTERTAINMENT: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor:  Stuart Entertainment, Inc.
          3211 Nebraska Avenue
          Council Bluffs, Iowa 51501

Type of business: Manufacture of bingo paper, pulltabs and
related electronic gaming equipment and supplies, with
manufacturing facilities and operations in the US, Canada,
Mexico.

Court: District of Delaware

Filed: 08/13/99    Chapter: 11

Debtor's Counsel:  
Craig Hansen
Thomas Salerno
Jordan Kroop
Squire, Sanders , Dempsey LLP
40 North Central Suite 2700
Phoenix, Arizona 85004

Norman L. Pernick
J. Kate Stickles
Saul, Ewing, Remick & Saul LLP
222 Delaware Ave.
Suite 1200
Wilmington, Delaware 19899

Total Assets:            $137,782,491
Total Liabilities:       $137,505,014
                                                    No. of
                                          Amount    Holders
                                          ------    -------
Fixed, liquidated secured debt      $14,190,098          6
Contingent secured debt                      $0          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt   $103,389,229        401
Contingent unsecured debt                    $0         17
Disputed unsecured debt                      $0         17
Unliquidated unsecured debt                  $0         17

No. of shares of preferred stock              0          0
No. of shares of common stock         7,002,471       1514  

20 Largest Unsecured Creditors:

    Name                              Nature         Amount
    ----                              ------         ------
HSBC Bank USA                        Notes     100,000,000
PIPSA                                Trade Debt    190,232
Northwest Handling System            Trade Debt    111,485
Bazaar and Novelty                   Trade Debt    563,372
Abitibi Consolidated                 Trade Debt     57,582
Dab-O-Matic                          Trade Debt     89,299
MCI Telecommunications               Trade Debt     84,563
NAFTA Motor Freight, Inc.            Trade Debt     53,951
Newark Pacific Paperboard            Trade Debt     75,807
US Printing Ink Corp                 Trade Debt     71,048
Austin Temporary Services            Trade Debt     40,031
PAC National, Inc.                   Trade Debt     37,420
Berlin Packaging                     Trade Debt     43,947
Allied Amusements                    Trade Debt     33,956
Stuart Entertainment SA de CV        Trade Debt  1,445,051
Litho Development                    Trade Debt     30,511
Melange Computer Service             Trade Debt     28,309
All American Semiconductor           Trade Debt     25,497
Pacifica Parksouth 1 LLC  Leasehold Improvements    28,198
Progressive Circuit Products         Trade Debt     27,723


STUART ENTERTAINMENT: Fails To make Interest Payment
----------------------------------------------------
According to an article in The Wall Street Journal on August 16,
1999, Stuart Entertainment Inc. failed to make a May 15 interest
payment on $100 million in 12.5% notes, and the company reached a
restructuring agreement with some of its noteholders.  Under the
deal, Stuart's equity outstanding will be canceled and
noteholders will receive 100% of newly issued common stock.  
Stockholders will receive warrants to purchase as much as 10% of
the stock after noteholders' claims have been satisfied.


UNIFIBER: Involuntary Petition Announced
----------------------------------------
Coyote Sports Inc. (Nasdaq:COYT), announced Friday that
three unsecured creditors of Unifiber Corporation, a wholly owned
subsidiary of Coyote Sports Inc., filed an involuntary bankruptcy
petition against Unifiber Corporation.
  
The creditors also asked for the appointment of a trustee to
oversee a liquidation of Unifiber's assets.  Unifiber will
cooperate with the trustee to ensure that the values of the
assets are maximized for the creditors.
  
Coyote Sports Inc. is a diversified sports manufacturing company
that specialized in golf shafts and cycle tubing through Apollo
Golf Inc. and Reynolds Cycle technology.
  

WIRELESS ONE: Management To Get $8.13M Upon Reorganization
----------------------------------------------------------
Wireless One Inc.'s amended plan of reorganization provides that
cash payments totaling about $8.13 million will be made to the
company's management on the effective date. A portion of the
incentive payments may be deferred by the wireless cable
operator's existing board of directors in consultation with MCI
WorldCom Inc. and with the consent of the affected recipient of
the compensation. The disclosure statement filed in conjunction
with the plan on Aug. 5 notes that Reorganized Wireless One's
initial board of directors will consist of three members, who
will be nominated by MCI WorldCom and whose names and
affiliations will be revealed at or prior to the confirmation
hearing.  Wireless One's current President and Chief Executive
Officer Henry Burkhalter will continue to serve in such position
with the reorganized company, as will Chief Operating Officer
Ernest Yates and Chief Financial Officer Henry Schopfer.  (The
Daily Bankruptcy Review and ABI Copyright - August 16, 1999)
  

WORLDCORP: World Airways Announces Recapitalization Alternatives
----------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) announced recapitalization
alternatives and further cost reduction actions as a follow-up to
its August 2 announcement on the measures being taken to
strengthen its financial performance.

As part of an overall restructuring and recapitalization
analysis, World Airways and its financial advisor, CIBC World
Markets Corp., are examining whether the interest payment due
August 26, 1999, on the Company's $43 million of 8% convertible
debentures should be made within the grace period mandated under
the terms of the debentures.

The Company also plans to implement a 10% pay reduction program
for a 16- month period starting in September 1999 for all
personnel whose annual base compensation exceeds $25,000. The
reduction will apply to management and non- management personnel.
Although not yet finalized, it is planned the program will
include a feature to issue World Airways common stock in exchange
for the salary reductions.  The Company will negotiate separate
agreements with its unionized flight attendants and dispatchers.
As previously announced, the Company and the Teamsters have
tentatively reached a new agreement for the cockpit crewmembers,
subject to pilot ratification, that will also entail the issuance
of new common stock in exchange for financial considerations.

Hollis L. Harris, World Airways Chairman and Chief Executive
Officer said, "We will be active and aggressive in identifying
and examining various steps to reduce our operating costs and
improve our capital structure. The actions announced today
reflect our commitment to improve our overall performance."

In other news, the Company said that it had completed the
previously announced agreement with WorldCorp to settle a secured
loan and other amounts totaling approximately $1.8 million that
WorldCorp owed the Company when WorldCorp filed for
bankruptcy protection in February 1999. WorldCorp has returned a
portion of the Company's common stock it owned in exchange for
full settlement of the amounts owed. The agreement, which was
approved by the bankruptcy court overseeing WorldCorp's
bankruptcy proceedings, reduced WorldCorp's ownership in World
Airways to approximately 41%.

Harris noted, "This removes World Airways from any involvement in
the bankruptcy proceedings involving WorldCorp."

     
Meetings, Conferences and Seminars
----------------------------------
August 26-28, 1999
    AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
    COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
       Real Estate Defaults, Workouts and Reorganizations
          San Francisco, California
             Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
    NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
       1999 Convention
          Grove Park Inn, Asheville, North Carolina
             Contact: 1-803-252-5646 or info@nabt.com

September 13-15, 1999
    STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS
       8th Annual States' Taxation & Bankruptcy Conference
          Hotel Santa Fe, Santa Fe, New Mexico
             Contact: 1-505-827-0728

September 16-18, 1999
    AMERICAN BANRKUTPCY INSTITUTE
       Southwest Bankruptcy Conference
          The Hotel Loretto, Santa Fe, New Mexico
             Contact: 1-703-739-0800

September 17, 1999
    GEORGETOWN UNIVERSITY LAW CENTER & THE
    AMERICAN BANKRUPTCY INSTITUTE
       Bankruptcy '99: Views from the Bench
          Georgetown University Law Center, Washington, D.C.
             Contact: 1-202-662-9890
    
September 24-25, 1999
    VIRGINIA CONTINUING LEGAL EDUCATION
       14th Annual Mid-Atlantic Institute on
       Bankruptcy and Reorganization Practice
          Boar's Head Inn, Charlottesville, Virginia
             Contact: 1-800-979-8253

September 27-28, 1999
    RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
       Conference on Corporate Reorganizations
          Regal Knickerbocker Hotel, Chicago, Illinois
             Contact: 1-903-592-5169 or ram@ballistic.com   

October 6-9, 1999
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       73rd Annual Meeting
          San Francisco Marriott, San Francisco, California
             Contact: 1-803-957-6225

October 22-26, 1999
    TURNAROUND MANAGEMENT ASSOCIATION
       1999 Annual Conference
          The Fairmont--Atop Nob Hill, San Francisco, CA
             Contact: 1-312-822-9700 or ljfialkoff@turnaround.org

November 17-20, 1999
    AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW
    SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL
    BANKS OF THE DOMINICAN REPUBLIC
       Educational Exchange
          Case De Campo Resort, LaRomana, Dominican Republic
             Contact: 1-703-739-0800

November 29-30, 1999
    RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
       Distressed Investing '99
          The Plaza Hotel, New York, New York
             Contact: 1-903-592-5169 or ram@ballistic.com   

December 2-4, 1999
    AMERICAN BANRKUTPCY INSTITUTE
       Winter Leadership Conference
          La Quinta Resort & Club, La Quinta, California
             Contact: 1-703-739-0800

May 4-5, 2000
    RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
       Bankruptcy Sales & Acquisitions
          The Renaissance Stanford Court Hotel
          San Francisco, California
             Contact: 1-903-592-5169 or ram@ballistic.com   

       
                    **********

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

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

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at 301/951-6400.  


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