TCR_Public/990824.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 24, 1999, Vol. 3, No. 163                                              

AMRESCO: Pilgrim Baxter & Associates, Ltd. Holds No Stock
APPAREL AMERICA: Plaza Group, L.L.C. Funding Plan
BREED TECHNOLOGIES: Announces Appointment of DSI
BRUNO'S: Files Motion To Enforce Automatic Stay
CORAM RESOURCE NETWORK: Involuntary Petition

EATON'S: Stores To Close
EDISON BROTHERS: EBS Litigation's Motion For Relief From Stay
ELDER BEERMAN: Post-Bankruptcy Report Encouraging
FILENE'S BASEMENT: Files Voluntary Chapter 11 Petition
HARNISCHFEGER: Consolidated Balance Sheet

HARNISCHFEGER: Harnco Seeks Construction of New Servicing Center
IMPERIAL HOME DECOR: Lower Net Sales In Foreign Markets
INTEGRATED PACKAGING: Annual Meeting Scheduled For September 3
IRIDIUM LLC: Asset Valuation & Bankruptcy Filing Delay Financials
LOEWEN: Second Quarter Results

LOEWEN: Seeks To Reject Shareholder Agreement With David Riemann
MARKER INTERNATIONAL: Case Summary & 20 Largest Creditors
MARKER INTERNATIONAL: Bankruptcy Filing Prerequisite of Sale
MOSSIMO: 1999 Net Sales To Date Down/Losses Continue
NATIONSWAY TRANSPORT: Objects To Committee's Request For Hearing

NATIONSWAY TRUCKING: American Freightways Offers $6 Million
PHYSICIANS RESOURCE GROUP: Unable To File Quarterly Reports
PLANET HOLLYWOOD: Saudi Prince Pumps In $10 Million
PROTEAM.COM: Lost More Than $156 Million Last Year
RAINTREE HEALTHCARE: Delay In Completion of Quarterly Report

SKYVIEW MEDIA: Operating Units File For Chapter 11 In New Jersey
SPECTRAN CORP: Explains $9/Share Buyout Price
SUN HEALTHCARE: Reports $589 Million in Quarterly Loss
VIDIKRON TECHNOLOGIES: Anticipates Reporting A Loss
XATA CORP: Company Showing Three-& Six-Month Net Income

Meetings, Conferences and Seminars


AMRESCO: Pilgrim Baxter & Associates, Ltd. Holds No Stock
Pilgrim Baxter & Associates, Ltd., formerly a 5% equity holder,
advises the SEC that they no longer hold any common stock in
Amresco Inc.

APPAREL AMERICA: Plaza Group, L.L.C. Funding Plan
On May 27, 1999 an order confirming Apparel America Inc.'s Plan
of Reorganization was entered in the U.S. Bankruptcy Court for
the  Southern District of New York.  The Plan provides provisions
for the treatment of administrative claims and classification and
treatment of all claims and interests against the debtor.  The
Plaza Group, L.L.C. will fund the plan to make all of the
payments to the claimants pursuant to the plan in exchange for
which The Plaza Group, L.L.C. will be issued 19,783,317 shares of
stock of Apparel America representing all of the issued and
outstanding stock of the reorganized company out of 30,000,000
authorized shares.

For financial statement information and the Amended Plan of
Reorganization access
edgar?0000004319-99-000001 on the Internet, free of charge.

BREED TECHNOLOGIES: Announces Appointment of DSI
On Aug. 20, 1999--BREED Technologies, Inc. ("BREED") (NYSE:BDT),
one of the world's largest occupant restraints suppliers,
announced that it has retained Development Specialists, Inc.
("DSI") as its financial consulting and management specialist.
DSI, with offices in Chicago, Miami, Los Angeles, Boston and
London, provides financial management and restructuring services
to underperforming and reorganizing companies.

In connection with this appointment, BREED announced that the
acting Chief Financial Officer will be Patrick J. O'Malley and
that the Acting Treasurer will be William G. King, replacing
Michael Feder and Thomas Kirk, respectively, of Jay Alix &
Associates. BREED and Jay Alix mutually ended their relationship
on an amicable basis and with the approval of BREED's lenders.

O'Malley, began his career with Price Waterhouse as an audit
manager and most recently served as the Acting Chief Financial
Officer of Mercury Finance Company, a sub-prime specialty finance
company which emerged from Chapter 11 Reorganization in March,
1999. King joined DSI from American Bankers Insurance Group.
Prior to that he was with Price Waterhouse as Manager of its
Dispute Analysis and Corporate Recovery Group.

BRUNO'S: Files Motion To Enforce Automatic Stay
Pursuant to 11 U.S.C. Sec. 362(a) and 11 U.S.C. Sec. 105(a), the
Debtors ask Judge Robinson to enforce the automatic stay and
enjoin continued prosecution of the Haskell Litigation before the
Alabama state court.  

The Haskell Litigation, the Debtors argue, ignores the governing
principle of law that the right to prosecute claims related to
the 1995 Leveraged Recapitalization Transaction (assuming such
claims are even viable) is vested in the Debtors and constitute
property of the Debtors' estates.  As such, those claims fall
within the protection of the automatic stay.

Haskell's suit, the Debtors assert, is an improper usurpation,
interference with and violation of rights and property of the
Debtors.  All of Haskell's complaints in the Alabama suit belong
to the Debtors and, based on the Third Circuit's teaching in
Raymark Indus. v. Lai, 973 F.2d 1125 (3d Cir. 1992), the Alabama
suit is void ab initio.  

The Debtors ask Judge Robinson to enter an order finding that the
Haskell Litigation violates the automatic stay, the automatic
stay should be enforced and Haskell should be directed to dismiss
his suit, continued prosecution should be enjoined, and sanctions
should be imposed against Messrs. Haskell and Snow and their
counsel, J. Vernon Patrick, Jr., Esq., for intentional violation
of the automatic stay.  

                              *    *    *

Haskell disagrees with the Debtors' interpretation of what the
automatic stay covers and what it should not.  The Debtors'
automatic stay should not, Haskell says, be extended to non-
bankrupt parties in the absence of "evidence of unusual
circumstances which would justify extending the automatic stay to
their protection."  See, e.g., Patton v. Bearden, 8 F.3d
343, at 349 (6th Cir. 1993), holding that the automatic stay
provisions triggered by the filing of a Chapter 11 proceeding by
a debtor partnership did not extend to protect non-debtor
partners, merely because of their partner status, even though the
partnership was entitled to compel contributions from the
partners for partnership debt.

The two cases Harvey R. Miller, Esq., of Weil, Gotshal & Manges
has cited in correspondence to Mr. Patrick are distinguishable,
Mr. Haskell says.  

* In A. H. Robbins Company, Inc. v. Piccinin, et al., 788 F.2d
994 (4th Cir.), cert. denied, 479 U.S. 876 (1986), the debtor
obtained an order from the district court, subsequently affirmed
by the U.S. Court of Appeals for the Fourth Circuit, staying
product liability lawsuits against codefendants, as well as
against the debtor, based in part on the unusual circumstances of
that case.  The bankruptcy of A. H. Robbins was precipitated by
the filing of hundreds of product liability lawsuits filed
in courts throughout the United States.  As the Court of Appeals
noted, the principal asset of the debtor was its product
liability insurance policy.  

* Fidelity Mortgage Investors v. Camelia Builders, Inc., 550 F.2d
47 (2d Cir. 1976, rehearing denied, 1976) cert. denied 97 S.Ct.
1107 (1977), is distinguishable because in that case two
creditors proceeded to institute legal proceedings against the
debtor. (Bruno's Bankruptcy News Issue 25; Bankruptcy Creditors'
Service Inc.)

CORAM RESOURCE NETWORK: Involuntary Petition
An involuntary bankruptcy petition was filed in the US Bankruptcy
Court, District of Delaware, on August 19, 1999 in re: Coram
Resource Network, Inc., 1000 South Jefferson Road, Whippany, New
Jersey 07981. The case number is 99-2001.

The petitioners are as follows:
Jordan Reses Home Health Care, Inc.
Teamworks Adaptive Equipment, Inc.
Apria Healthcare, Inc.
IV Associates, Inc.
Apria Healthcare of New York State, Inc.
Healthcare Solutions Inc.
Young's Medical Equipment Inc.
IV Associates II Inc.

Total Amount of Petitioners' Claims: $2,115,076

EATON'S: Stores To Close
Battered department store chain Eaton's appeared to bow to the
inevitable Friday, indicating it planned to wind down operations
and liquidate its stock.  In a news release which came four days
after Monday's announcement that talks with a potential buyer had
fallen through, Eaton's said it had filed notice of plans to make
a proposal to creditors under the Bankruptcy and Insolvency Act.

"Essentially, the purpose is to provide the company with 30 days
to put its proposal [for winding down] before its creditors,"
said Karen Goulet, president of Capital Markets Communications, a
consultant to Eaton's.

The news release said the company intends to "pursue discussions
with parties who have expressed interest in purchasing its assets
or shares."

But analysts said there appeared little chance a buyer for the
chain would be found -- especially after Eaton's earlier Friday
denied reports that talks had reopened with Ohio-based Federated
Department Stores, operators of such successful U.S. chains as
Bloomingdale's and Macy's.  And by using federal bankruptcy laws
instead of restructuring under the Companies Creditors
Arrangement Act, as it did in 1997, Eaton's further indicated it
was throwing in the towel.

That means it likely plans to go out of business while trying to
sell real estate, inventory and other assets to pay off its
creditors.  Eaton's advised late Friday that it expected to begin
liquidating inventory early this week.  Goulet said that by
filing the notice under the insolvency act, it allows the company
to reopen its nine Quebec stores, which had been shut without
notice Friday, wiping out 2,000 full- and part-time jobs. The
stores are expected to reopen Monday.

The tattered retailer, with 55 other stores across Canada, had
said earlier it would announce its future plans Monday. No reason
was given for moving up the announcement.

Eaton's sales clerks and other front-line staff, many of whom
were leaving work Friday night from the Eaton Centre in downtown
Toronto when the bankruptcy news trickled out, reacted with shock
and disbelief.

A death watch had surrounded the company all week after Eaton's
brass announced that a deal to sell the company's core assets had
collapsed after months of negotiations.

The retailer did not identify the potential buyer, but analysts
said it was Federated, one of the U.S.'s biggest and most
successful department store chains.

No reason had been given for the unannounced closure of Eaton's
Quebec stores Friday. But some analysts suggested the closure was
due to Quebec laws that make it easier for suppliers to go into
warehouses and recover their goods before a retailer declares

EDISON BROTHERS: EBS Litigation's Motion For Relief From Stay
EBS Litigation L.L.C. was created under the Edison I Plan,
receiving an assignment of all rights and interest in recovering
stock in Dave & Buster's Inc., or its equivalent value, from
certain Edison Shareholders.  The Litigation LLC brought an
adversary proceeding in the United States Bankruptcy
Court for the District of Delaware on September 30, 1997 to
prosecute the underlying avoidance actions.

On March 3O, l998, the Bankruptcy Court certified the Avoidance
Action as a class action, and on May 8, 1998, it appointed
Morris, James, Hitchens & Williams as class counsel.  On or about
April 19, 1999, the District Court withdrew the reference of the
Avoidance Action, based on the Class' jury demand.  The Avoidance
Action is now proceeding before the Honorable Sue L. Robinson, in
the United States District Court for the District of Delaware as
Civil Action No. 98-547-SLR, and is scheduled for trial in
January 2001.

A significant issue for the Court in the Avoidance Action will be
the capitalization of Edison Brothers Stores, Inc. at the time of
the Dave & Buster's Spin-Off.  The primary, if not sole, source
of information and evidence relating to the capitalization of
Edison Brothers Stores, Inc. must, of necessity, be found with
Edison Brothers Stores, Inc., its directors, officers, employees
and agents.

In order for the Litigation LLC to properly prosecute its action
against the former shareholders of Edison Brothers Stores, Inc.,
who are alleged to have received shares of Dave & Buster's, Inc.
stock, without providing adequate consideration, and in order for
the Class Defendants to defend such action, the Litigation LLC
and the Class Defendants must have the ability to take
third-party discovery from Edison Brothers Stores, Inc., its
directors, officers, employees and agents, and its former
directors, officers, employees and agents.

Accordingly, the Litigation LLC and the Defendant Class, pursuant
to 11 U.S.C. Sec. 362(d), ask Judge Walrath to lift the automatic
stay in Edison II to the extent necessary to allow third-party
discovery of Edison Brothers Stores, Inc., its officers,
directors, employees and agents, and its former officers,
directors, employees and agents.  (Edison Brothers Bankruptcy
News Issue 33; Bankruptcy Creditors' Service Inc.)

ELDER BEERMAN: Post-Bankruptcy Report Encouraging
The Elder-Beerman Stores Corp. (Nasdaq/NMS:EBSC) announced that
its Board of Directors, at its regularly scheduled meeting, has
reaffirmed the company's strategy to strengthen the business and
drive shareholder value. The Board also expressed its complete
confidence that current management is best suited to implement
this strategy.  The Board noted several of the company's
significant achievements since emerging from bankruptcy in late
1997, including:

--   repositioning itself as a public company,

--   achieving superior comparable sales growth of 4.1 percent
and record high operating profits in 1998, and

--   increasing store gross square footage over 23 percent by
integrating 14 new stores into its operations.
The Board also announced its decision to authorize the repurchase
of up to $ 24 million in shares of its common stock over a two-
year period. At current market prices, this would authorize the
company to purchase over 23 percent of the outstanding shares of
common stock over the next two years. The share repurchase
program provides for the purchase of Elder-Beerman shares through
open market purchases and privately negotiated transactions. The
Board and management believe that Elder-Beerman's shares are
significantly undervalued at the current
price levels.

In addition to implementing the share repurchase program, Elder-
Beerman's strategy to strengthen the business and drive
shareholder value includes several initiatives:

--   Restructuring of the merchandising organization and
continued implementation of the planner/distributor merchandising
process. The planner/distributor organization is now operating in
three of the company's 13 merchandise divisions and is scheduled
for introduction to five additional divisions during Fall season.

--   Increased emphasis on moderate price zones in core

--   Further openings of new concept stores like the stores
scheduled for opening in Warsaw, Indiana and Frankfort, Kentucky
this Fall. Regarding the new stores to be opened in Warsaw and
Frankfort, Mershad stated, "We are very excited about the new
prototype stores. We are looking forward to their Grand Openings
in the late third/early fourth quarter." The company's expansions
in Sandusky, Ohio and Winfield, West Virginia are also on
schedule for Grand Openings in September.

--   Implementation of a four-point program to increase the usage
and profitability of the Elder-Beerman credit card.

--   Continued pursuit of acquisitions.

As part of these initiatives, in a separate announcement today,
the company named Charles P. Shaffer as Executive Vice President-
Merchandising and Marketing. The company also indicated that it
is proceeding with its Fall season expense reduction program,
which is not expected to affect the company's ability to conduct
business or continue to deliver excellent customer service.  The
nation's eighth largest independent department store chain, The
Elder-Beerman Stores Corp. operates 60 stores in Ohio, Indiana,
West Virginia, Michigan, Illinois, Kentucky, Wisconsin and
Pennsylvania. Headquartered in Dayton, Ohio, Elder-Beerman
reported total revenues of $ 658.0 million and net sales from
store operations of $ 632.4 million in 1998. The company's Bee-
Gee Shoe Division operates 55 El-Bee and Shoebilee! shoe stores
in seven states. Elder-Beerman also operates two furniture

FILENE'S BASEMENT: Files Voluntary Chapter 11 Petition
Filene's Basement Corp (Nasdaq: BSMT) announced today that the
company has filed a voluntary petition with the United States
District Court in Boston, Massachusetts seeking relief under
Chapter 11 of the U.S. Bankruptcy code.  The company cited a lack
of trade support and interruption in inventory deliveries
as a primary factor for the filing.  During the reorganization
process the Company will continue to operate its business, which
includes both Filene's Basement and Aisle 3 stores, under court
protection from its creditors while developing a plan of

Filene's Basement also announced that it has secured a commitment
for $135 million in DIP financing from General Electric Capital
Corporation and Paragon Capital LLC, subject to bankruptcy court
approval.  The Company believes that this financing package will
provide sufficient funding to normalize inventory levels and
ensure a timely flow of merchandise throughout the reorganization

"Despite our recently announced financing package, we continued
to experience difficulty in securing trade support, which
resulted in less than adequate merchandise delivery and
negatively impacted sales.  With our store inventory
below optimal levels, we determined it was in the best interest
of all of our stakeholders to file for Chapter 11 in order to
ensure strong inventory positions prior to the holiday selling
season while providing the Basement with sufficient time and
resources to effectively restructure the business and
position ourselves for long-term success," said Sam Gerson,
Chairman and CEO of Filene's Basement.  "We have begun a complete
review of all areas of our operations to leverage our core
strengths while establishing opportunities to improve efficiency
and enhance the company's performance in order to return the
Basement to its historical levels of prominence."

Prior to the filing, Filene's Basement began implementing
strategies to improve merchandising, operations and enhance
financial performance, including a reduction of headquarters
staff by 15%.  The Company's Aisle 3 weekend only concept, which
currently operates in four locations, is showing strong signs of
success and the Company plans to open 4 additional stores over
the next 2 months.

"The company has a long-standing tradition as one of the
strongest retail brands out there, and our customers equate the
Basement with terrific fashion at the sharpest prices," added

"We must work to deliver on that promise, every day, in every
store, while fueling the growth of our Aisle 3 concept which we
believe meets the lifestyle needs of a broad range of consumers
and will be a strong contributor to our future."

The Company's bankruptcy counsel is Hale & Dorr.

Filene's Basement operates 51 traditional Filene's Basement
stores and four Aisle 3 weekend warehouse stores, primarily in
the Northeast and Midwest. Filene's Basement Corp., operates
stores that offer focused, quality, branded assortments of men's
and women's apparel, at prices generally 20-50% below department
and specialty store regular prices.

HARNISCHFEGER: Consolidated Balance Sheet
For the month ending June 30, 1999, the debtor reports                                                        
Net sales  $133,210,000 and Net Loss of 34,290,000.
For the eight months ended June 30, 1999, the company reports net
sales of $1,210,125,000 and Net Loss of $143,660,000.

HARNISCHFEGER: Harnco Seeks Construction of New Servicing Center
Harnco moves the Court for entry of an Order authorizing it to
enter into certain transactions relating to the construction of a
new servicing center and expansion of a warehouse located in
Gillette, Wyoming.  Gillette, the Debtors relate, is located 30
miles from the Powder River Basin -- one of the most significant
coal mining sites in the United States, with 147 electric mining
shovels, 90 draglines, and 58 blasthole drills currently in use
in the Powder River Basin, of which 97 electric mining shovels,
20 draglines and 9 blasthole drills were manufactured by
Harnco and its affiliates.

Harnco currently services its surface mining customers located in
the Western Region (the states of Colorado, Idaho, Montana, North
Dakota, South Dakota, Wyoming and Utah) from three facilities:

(A) A 19,500 square-foot warehouse and mechanical repair shop and
2,500 square-foot office owned by Harnco located at 1935 North
Loop Avenue in Casper, Wyoming.  This facility serves as
Harnco's main warehouse for its Western Region repair
operations.  Located more than two hours southeast of the Powder
River Basin, the Casper Property is in a geographically
undesirable location since the majority of Harnco's customers
and its perceived growth opportunities are located in the Powder
River Basin.

(B) A 26,000 square-foot electric repair facility and 3,500
square-foot office leased by Harnco from Lowell Gifford located
at 811 Edwards Road, Gillette, Wyoming.  This Leased Facility
does not have the appropriate electrical supply, crane capacity
or spatial dimensions however, to meet the future repair needs of
Harnco's customers and it requires approximately $800,000 in
immediate electrical upgrades and layout changes to keep up with
current demand if Harnco does not relocate these operations.

(C) A small 9,000 square-foot warehouse and a 2,200 square-foot
office facility owned by Harnco located at 5834 South Winland
Drive, Gillette, Wyoming.  

The dimensions, physical condition and geographical inconvenience
of shuttling parts, employees and customers' goods between these
three properties, the Debtors say, render these facilities
inadequate to meet the current and future needs of Harnco's

Harnco's Western Region servicing and repair facilities are
operating at maximum capacity to meet current demand and are
incapable of handling any increase in customer orders, the
Debtors tell the Court.  Furthermore, Harnco's existing
facilities in the Western Region have the capacity to
perform no more than 50 rebuilds per year, yet Harnco projects
that customers will need up to 94 transmissions rebuilt annually
over the next three years.  If Harnco misses the opportunity to
rebuild these transmissions, it will be another 3 years before
the need arises again on existing equipment.  More importantly,
if Harnco cannot provide service to its customers, they will look
elsewhere for servicing or will be forced to purchase new
components, significantly increasing the cost of operating
Harnco's equipment and damaging Harnco's future efforts to sell

Harnco needs to increase the capacity of its repair and
maintenance facilities in the Western Region to meet customer
demands.  This Motion asks the Court for authority to enter into
transactions that will fill that need.

In an effort to efficiently, adequately and rapidly service its
customers located in the Western Region, especially those in the
Powder River Basin, Harnco seeks approval of a strategy which, if
approved by the Court, will also enable Harnco to reduce costs
and increase capacity relating to the Western Region repair

Specifically, that strategy contemplates that the Debtors will:

(1) Purchase a 6.7 acre parcel of real estate located two miles
from the South Winland Property for $80,400 from Ruth Wolff and
John Japp;

(2) Pay approximately $30,000 to install a well, well pump and
septic system on the 6.7 acre parcel;

(3) Exchange the 6.7 acre parcel for 2.6 improved acres adjacent
to the South Winland Property currently owned by Liebherr Mining
Equipment Co.;

(4)Hire BHG Leasing to undertake $3.2 million of remodeling and
expansion work to improve the expanded South Winland Property in
two phases (the first phase contemplates completion of the
warehouse and office renovation; the second phase involves the
construction of the repair and electrical shop); and

(5) Sell the Casper Property (prior to the Petition Date, Harnco
listed the Casper Property for sale at $650,000).

The New Gillette Facilities should be fully operational during
2000.  The consolidation will reduce costs by eliminating
inventory and overhead redundancy.  Because of the new facility's
proximity to the Powder River Basin and its expanded capacity,
Harnco projects that its servicing and repair operations should
generate a significant revenue increase over the next three years
for this business segment because it will enable Harnco
to meet the growing demands of its customers from a modernized
58,000 square foot repair and service facility.  The expansion
also will give Harnco the crane capacity necessary to efficiently
move large components and it will allow Harnco to install
upgraded tooling and test equipment.  

The loyalty of Harnco's customers depends on Harnco's ability to
timely service their equipment.  Presently, demand for mechanical
repair facilities outstrips supply, and this demand continues to
grow.  Not only will the Transactions increase Harnco's capacity
to service customer equipment, they will increase Harnco's
revenue and reduce Harnco's costs by eliminating redundant
facilities, inventory and overhead.  Specifically, Harnco will be
able to increase the volume of repairs, capture current machining
work that is currently outsourced and manufacture simple
components for quick supply to customers.  Harnco will
reduce warehouse operating costs through cost reduction and
synergy attained with a single warehouse location.  Absent the
relief requested in this  Motion, Harnco will be unable to meet
customer needs and will lose an opportunity to considerably
increase the revenue of its servicing and repair business

In the Powder River Basin, Harnco regularly services machinery
and equipment manufactured by the Debtors as well that which has
been manufactured by its competitors.  The transmissions on these
machines, for example, normally are overhauled between 20,000
operating hours and 35,000 operating hours.  Mines normally
operate equipment between 5,000 and 6,500 hours per year.  A
significant number of Harnco machines being used in the
Powder River Basin have been operating for 15,000 to 20,000
hours, thus nearing their first overhaul requirement.
(Harnishfeger Bankruptcy News Issue 9; Bankruptcy Creditors'
Service, Inc.)

IMPERIAL HOME DECOR: Lower Net Sales In Foreign Markets
Imperial Home Decor Group Inc.'s net sales were $112.2 million
and $218.6 million for the three and six months ended June 26,
1999, respectively, compared to $119.1 million and $215.0 million
for the same periods in 1998, representing a decrease of $6.9
million, or 5.8%, and an increase of $3.6 million, or 1.7%,
respectively. For the six months ended June 26, 1999, the
consolidated results reflect the inclusion of a full six months
of Imperial sales in 1999, an increase of $21.1 million. For the
three and six month periods, the company experienced sales
declines in the U.K., Eastern Europe and Russia of $4.0 and $15.1
million, respectively, due to adverse market conditions in those
geographic areas. Weaker foreign currencies in the periods
presented versus the same periods a year ago resulted in lower
reported sales of $2.4 million and $4.7 million for the three and
six months ended June 26, 1999, respectively. In North America,
declines during recent periods were stabilized. North American
sales were flat for the three months where increased promotional
activity offset a generally weaker North American wallcoverings
market.  As a result of these combined factors a recorded net
loss of $10.0 million for the three months and $20.4 million for
the six months ended June 26, 1999 compared to net loss of $7.4
million and $22.4 million for the comparable periods in 1998 were

INTEGRATED PACKAGING: Annual Meeting Scheduled For September 3
The annual meeting of stockholders of Integrated Packaging
Assembly Corporation, a Delaware corporation, is to 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.  
Stockholders will consider and vote to elect five directors to
serve for the ensuing year; 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; to amend the
company's 1993 Stock Option Plan to increase the number of shares
available for issuance by 17,485,079 shares to an aggregate of
20,000,000 shares and to increase the number of shares that may
be granted to any employee in any one fiscal year from 250,000
shares to 2,000,000 shares and to increase the number of shares
that may be granted to an employee upon initial employment from
250,000 shares to 2,000,000 shares; to amend the company's
Employee Stock Purchase Plan to increase the number of shares
available for issuance by 1,600,000 shares to an aggregate of
2,000,000 shares; to approve the company's 1999 Director Option
Plan with 4,000,000 shares reserved for issuance thereunder; and
to ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors for the company for the 1999 fiscal year.

Only stockholders of record at the close of business on August
12, 1999 are entitled to notice of and to vote at the meeting.

IRIDIUM LLC: Asset Valuation & Bankruptcy Filing Delay Financials
Iridium World Communications Ltd., Iridium LLC, Iridium Operating
LLC, Iridium Capital Corporation, Iridium IP LLC, Iridium Roaming
LLC and Iridium Facilities Corporation, collectively, were unable
to file the company's joint quarterly report for the three months
ended June 30, 1999 within the prescribed time period for two
reasons: the companies could not complete the quarterly financial
statements required without unreasonable effort or expense
because they have been unable to complete the process for
valuing long lived assets, specifically the Iridium System, and
the companies filed a voluntary petition for reorganization under
Chapter 11 of the Federal Bankruptcy Code on August 13, 1999. The
companies' financial statements for the three and six months
ended June 30, 1999 have not been finalized, but Iridium LLC
anticipates that they will report a significant net loss for
those three and six month periods. It is anticipated by the
company that the reported net loss will be significantly more
than the $60.4 million, $507.1 million and $505.3 million net
losses reported for Iridium World Communications Ltd., Iridium
LLC and Iridium Operating LLC, respectively, for the three months
ended March 31, 1999.

LOEWEN:  Second Quarter Results
VANCOUVER, British Columbia, August 13, 1999 -- The Loewen Group
Inc. (NYSE: LWN), (Toronto: LWN), (ME: LWN), one of the largest
funeral home and cemetery operators in North America, today
announced revenues for the second quarter ended June 30, 1999, of
$264.1 million, compared to approximately $280.0 million in the
same period last year after excluding the 124 cemeteries sold on
March 31, 1999.  After providing for $67.2 million of mainly non-
cash reorganization charges relating to the Company's June 1,
1999 Chapter 11 and Companies' Creditors Arrangement Act
(CCAA) filings, and two non-operating charges totaling $28.6
million, the net loss for the second quarter of 1999 was $105.3
million or $(1.44) per share. Earnings from operations before
impairment charges were $28.4 million in the second quarter of
1999, compared to $51.2 million for the same period last year,
principally as a result of lower sales and higher costs in the
Company's cemetery and pre-need funeral divisions.

Funeral home revenues for the quarter were $149.6 million, a
slight decrease of 1.0 percent from $151.2 million in the second
quarter of 1998 due to lower pre-need funeral sales and other
revenue. Approximately 39,000 funerals were performed in the
quarter, an increase of 1,200 over the same period last year. On
a same store basis, the number of funerals performed in the
second quarter of 1999 was down 2.0 percent. Same store
costs increased by 0.8 percent, and gross margins decreased to
33.4 percent compared to 36.8 percent in Q2 1998.

Second quarter cemetery revenues were down 27.3 percent to $90.6
million, compared to $124.5 million in Q2 1998. This reflects the
sale of 124 cemeteries on March 31, 1999 and the Company's
previously announced reduction and restructuring of its pre-need
sales program. Cemetery costs included approximately $3.8 million
of additional environmental and marketing costs. These factors
reduced cemetery gross margins to 20.2 percent from 26.6 percent
for the same period last year.

"During the past few months," Mr. Lacey added, "our efforts have
been focused on maintaining a high level of service for our
customers during the reorganization process. While we are working
on our restructuring plan, we are also mindful of the needs of
our day-to-day operations. By securing $200 million in DIP
financing with First Union National Bank in June, we are able to
properly fund operations and continue serving our
customers with the attention they deserve."

"Although reorganization is a difficult process for the Company,
we believe that we are making good progress with the plans to
reorganize the Company. We are working hard towards removing both
financial and operational hurdles which have impeded the Company
for the past few years," Mr. Lacey concluded.

The Company's reorganization plan to be submitted to the Courts
will address the primary objectives of improving the Company's
balance sheet, reducing and restructuring debt, decreasing
overhead, enhancing funeral and cemetery operations, and
achieving greater accountability for cemetery profitability and
cash flow.

The non-operating charges comprised a $15.1 million pre-tax asset
impairment charge related to two cemeteries considered probable
for sale and a $13.5 million loss on the sale of 124 cemeteries
and three funeral homes on March 31, 1999 for gross proceeds of
$193 million. The loss recorded in the second quarter reflects
the final adjustments of the net book values, sale proceeds and
other adjustments contained in the sales

The $67.2 million in reorganization costs arising from the filing
of Chapter 11 and CCAA included non-cash charges of $27.2 million
in executory contracts submitted for rejection, $21.7 million in
deferred debt issue costs written off, and a provision for a $9.8
million option liability in connection with the PATS senior

On June 1, 1999, the Company filed for protection under Chapter
11 in the United States. The Company and its subsidiaries are
operating their businesses as debtors-in-possession (DIP). The
bankruptcy petitions provide an opportunity to re-examine and
begin implementing the Company's revised strategies while working
to restructure its indebtedness.

As a result of the Chapter 11 and CCAA filings, no principal or
interest payments will be made on most pre-petition date US debt
obligations without Court approval or until a plan of
reorganization providing for the repayment terms has been
submitted and confirmed by the Courts and has become effective.
Interest on unsecured and undersecured pre-petition date debt
obligations subject to compromise has not been accrued after the
petition date. Interest expense and principal payments
will continue to be recorded on most secured vendor financing,
including capital lease obligations, unless the leases are
rejected by the debtors.

Revenues for the six months ended June 30, 1999 were $574.9
million, compared to $611.7 million in the same period last year.
Inclusive of non-recurring charges from Q2, net loss for the
first half of 1999 was $98.4 million or $(1.38) per share.

For the six-month period, funeral home revenues were $325.1
million, a slight increase from $322.8 million last year.
Approximately 85,000 funerals were performed, an increase of
2,100 over the same period last year. On a same store basis,
revenue per service performed was up 0.3 percent while the number
of funerals was down 2.3 percent compared to the six month period
last year. Same store costs decreased by 0.6 percent.
Funeral home gross margins decreased to 38.0 percent compared to
39.7 percent in first half 1998.

Cemetery revenues for the first half of 1999 were down 15.7
percent to $202.2 million, compared to $239.8 million in 1998.
Cemetery gross margins declined to 24.0 percent for the six
months versus 29.3 percent for the same period last year due to
the sale of 124 cemeteries on March 31, 1999, the Company's
previously announced reduction and restructuring
of its pre-need sales program, and additional environmental and
marketing costs.

The Company's attached unaudited interim consolidated statement
of operations has been prepared on a going concern basis in
accordance with Canadian generally accepted accounting
principles. The going concern basis of presentation assumes that
the Company will continue in operation for the foreseeable future
and will be able to realize its assets and discharge its
liabilities and commitments in the normal course of
business. As a result of the Chapter 11 and CCAA proceedings and
circumstances relating to this event, including the Company's
debt structure, recent losses and negative cash flow, such
realization of assets and discharge of liabilities are subject to
significant uncertainty.

The unaudited interim consolidated financial statements do not
reflect adjustments that would be necessary if the "going
concern" basis was not appropriate. If the "going concern" basis
was not appropriate for these unaudited interim consolidated
financial statements, then significant adjustments would be
necessary in the carrying value of assets and liabilities, the
reported revenues and expenses, and the balance sheet
classifications used. Additionally, the amounts reported could
materially change because of a plan of reorganization, since the
reported amounts in these interim consolidated financial
statements do not give effect to adjustments to the carrying
value of the underlying assets or amounts of liabilities that may
ultimately result. The appropriateness of the "going
concern" basis is dependent upon, among other things,
confirmation of a plan of reorganization, future profitable
operations, the ability to comply with the terms of post-petition
date $200 million DIP financing and the ability to generate
sufficient cash from operations and financing arrangements to
meet obligations.(Loewen Bankruptcy News Issue 8; Bankruptcy
Creditors' Service Inc.)

LOEWEN: Seeks To Reject Shareholder Agreement With David Riemann
LGII and David F. Riemann entered into a Shareholder Agreement in
1990 concerning Mr. Riemann's 10% ownership of Riemann Holdings,
Inc., LGII's 90% stake in the entity and various restrictions
concerning the transfer of those interests in RHI.  In short, the
Shareholder Agreement permits Mr. Riemann, on 120 days' notice to
LGII, to put his shares to LGII for $930,000.  Mr. Riemann
delivered a "put" notice to LGII on April 30, 1999.  

By this Motion -- filed before the expiration of the 120-day
notice period -- the Debtors seek the Court's authority to reject
the Shareholder Agreement pursuant to 11 U.S.C. Sec. 365.  The
Debtors suggest that, at best, Mr. Riemann holds a prepetition
general unsecured claim because LGII's obligation to purchase the
10% equity interest arose prior to the Petition Date.  The
Debtors indicate that they seek to reject the Shareholder
Agreement to ensure that no administrative expense liability
will be incurred on account of the expiration of the 120-day
notice period.  

LGII sees no benefit in paying Mr. Riemann a significant amount
of money for a minority interest in an entity they control.  
Accordingly, the Debtors argue, rejection of the Shareholder
Agreement is a prudent exercise of their business judgment and
the benefit to their estates is obvious.  (Loewen Bankruptcy News
Issue 8; Bankruptcy Creditors' Service Inc.)

MARKER INTERNATIONAL: Case Summary & 20 Largest Creditors
Debtor:  Marker International
         1070 West 2300 South
         Salt Lake City, UT 84119

Type of Business: Maker of Ski Bindings

Court: District of Delaware

Case No.: 99-2882   Filed: 08/19/99    Chapter: 11

Debtor's Counsel:  

Stroock & Stroock & Lavan LLP

Laura Davis Jones
Young Conaway Stargatt & Taylor LLP
11th Floor, rodney Square North
PO Box 391
Wilmington, DE 19801

Affiliates filing bankruptcy:  
                              DNR USA, Inc.         
                              DNR North America, Inc.

Total Assets:            $8,297,000
Total Liabilities:       $78,165,000

No. of shares of preferred stock   1,000,000
No. of shares of common stock     11,140,577 approx. 1800 holders

20 Largest Unsecured Creditors: (Marker)

   Name                              Nature              Amount
   ----                              ------              ------
Isomura Sangyo                 Series A Bonds         $12,235,237
Manufacturers and
Traders Trust            Foreign Exchange Contracts    $3,675,823
Henry E. Tauber          Series B Preferred Stock      $3,000,000
Hyupo Vereins Bank       Bank Loan                     $1,478,766
Key Bank                 Foreign Exchange Contracts    $1,279,626

20 Largest Unsecured Creditors: DNR USA, Inc.

Utah Power & Light $3,255

20 Largest Unsecured Creditors: DNR North America

Transworld Publications  $4,801
NHS, Inc.                $1,961
Inook                      $814
Consolidated Freightways   $108
Hoodoo Ski Area             $93

MARKER INTERNATIONAL: Bankruptcy Filing Prerequisite of Sale
THE SALT LAKE TRIBUNE reports on August 21, 1999, that Marker
International Inc., the Salt Lake City maker of ski bindings, has
filed a "pre-negotiated" bankruptcy plan in Delaware designed to
clear the way for the sale of its assets to a new company
primarily owned by a joint venture of Tecnica S.p.A. and the
principal stockholder of Volkl Group.

Tecnica, an Italian company, is best known for its ski boots;
Volkl, a German and Swiss company, is best known for its skis.

CT Sports Holding AG, the joint venture, would own 85 percent of
Marker International GmbH, the company created to buy the assets
of Marker, including the stock of its various subsidiaries. The
remaining 15 percent would be owned by the current stockholders
of Marker International Inc., a public company.

Marker filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on Thursday in Wilmington, Del. Chapter 11
protects a company from its creditors while it works out a
reorganization plan. Marker's reorganization plan was
negotiated before the Chapter 11 filing.

The company's bankruptcy filing listed assets of $ 8.29 million
and liabilities of $ 78.1 million. The bankruptcy filing was a
prerequisite to the sale of the company's assets to the European
joint venture for $ 15 million. The proposed sale was announced
in March.

"I didn't expect we would take this long to get to this point,"
said Peter Weaver, Marker's chief executive.

The proposed sale of the company's assets entailed complex
negotiations, but creditors were willing to work with the

The largest unsecured creditor -- a consortium of three German
banks led by HypoVereinsbank -- will write off an estimated $
18.3 million in loans as part of the proposed reorganization. In
all, creditors will forgive about $30 million in debt.
Among Utah banks, Zions Bank lost an estimated $ 1.5 million on
equipment leases. But First Security Bank, Marker's largest Utah
creditor, was secured and will not lose money on its loans.

The proposed reorganization plan is unusual in that Marker's
creditors will not get an ownership stake in the new company in
exchange for writing off a portion of their loans.  Under the
terms of the proposed reorganization, the joint venture has the
option of buying the existing stockholders' 15 percent stake in
the new company after two years for fair market value less
certain costs.

The goal, Weaver said, is to buy the remaining 15 percent.
Marker's headquarters and distribution center are in Salt Lake
City. Its bindings are made in Germany. The company, once part of
Northwest Energy Corp., went public in 1994 at $7 a share. The
stock, which traded as high as $ 12.37 a share in 1996, now
trades around 30 cents a share.

Marker lost $48 million, or $ 4.33 a share, on revenue of $ 74.2
million in its fiscal year ended March 31. The loss followed a $
17.3 million loss, or $1.56 a share, on revenue of $ 81.4 million
in its 1998 fiscal year. The company also lost $ 4.8 million, or
44 cents a share, in its first quarter ended June 30.
The losses stemmed largely from a disastrous foray into the
snowboard business by a company already heavily leveraged.
"It couldn't afford to take that risk," said Weaver, who became
president in October. Marker's problems were worse than expected,
said Weaver, who previously was president of Easton Technical

The company found several unpleasant surprises that forced
additional accounting charges, such as writing off about $ 1
million in obsolete inventory in Japan. "This was the perverse
challenge of my life," Weaver said. "It was slightly different
than the original script."  Weaver expects the new company to
have sales of about $ 75 million and a clean balance sheet with
little long-term debt.  Marker sold its clothing and accessory
business to Ski & Sports Recreation Co. L.L.C. earlier this year.
The company, which does business as Marker Sportswear, is a
sponsor of the 2002 Winter Olympics.

The sale price was the value of the inventory and receivables
plus a royalty on future sales. Weaver expects the agreement to
generate an estimated $ 500,000 a year in income for Marker. In
addition, Marker has the option of buying the company within two

The reorganization will enable Marker to focus on its core
business of ski bindings. The plan also aligns the company with
two strong brands in the ski industry.

MOSSIMO: 1999 Net Sales To Date Down/Losses Continue
Mossimo, Inc. designs, sources and markets a lifestyle collection
of designer men's and women's sportswear and activewear bearing
Mossimo-Registered Trademark; trademarks that project the
company's image of a contemporary lifestyle. The company's
apparel offerings include knit and woven shirts, outerwear, denim
products, sweatshirts, tee-shirts and shorts. Mossimo also
licenses its trademarks for use in collections of eyewear,
women's swimwear and bodywear, men's neckwear, men's tailored
suits and dress shirts and men's hosiery. Mossimo products are
characterized by quality workmanship and are targeted towards the
fashion conscious consumer, generally age 35 and under. The
company distributes its products to a diversified account base,
including department stores, specialty retailers, and sports and
activewear stores located throughout the United States, as well
as one signature retail store and one outlet store in Southern

Net sales decreased to $11.4 million during the second quarter of
1999 from $11.5 million in the corresponding quarter in 1998. The
slight decrease in net sales was primarily due to the
discontinuation of the Moss line and the company's screen
printing business in 1998, offset by a 22% increase in sales of
the men's and women's lines.  Net losses for the 1999 second
quarter was $5.5 million as compared with net losses of $6.0
million in the1998 second quarter.

Net sales in the six-month period ended June 30,1999, were $19.7
million, in the same 1998 period net sales were $25.9 million.  
Losses were seen in both six-month periods, 1999 net six-month
losses stand at $7.0 million, in 1998 six-month net losses were
$7.7 million.

NATIONSWAY TRANSPORT: Objects To Committee's Request For Hearing
NW Transport Service, Inc. ("NW"), NationsWay Transport Service,
Inc. ("NationsWay") and Salt Lake Transfer Company ("Salt Lake")
(collectively, "Debtors")  object to the Official
Committee of Unsecured Creditors' ("Committee") "Motion
Requesting that Hearing on Official Committee of Unsecured
Creditors' Motion to Suspend Payment of Current Administrative
Expenses Be Set At 10:00 a.m. on 8/23/99"

The Committee filed its Motion for Expedited Hearing, seeking to
have the Motion to Suspend Payments heard a mere six (6) days
later. It does not appear that the Court has yet granted
the Motion for Expedited Hearing. Therefore, if the Court grants
the Motion for Expedited Hearing today, parties will only have
two (2) business days notice of the hearing.

Such notice is insufficient.

Ultimately, the Debtor opposes the Motion to Suspend Payments.
However, the Debtor is not in a position to adequately and
thoroughly do so upon only two(2) days notice. Therefore, the
Debtor respectfully requests that the Court deny the Motion for
Expedited Hearing and set a hearing on the Motion to Suspend
Payments in the ordinary course.

NATIONSWAY TRUCKING: American Freightways Offers $6 Million
American Freightways Corp. has offered $ 6 million for the
Commerce City hub of the beleaguered NationsWay Trucking, which
filed for bankruptcy May 20.

NationsWay lawyer Philip Rudd said the Harrison, Ark., company
could face other bidders at the auction in federal bankruptcy
court in Phoenix Sept. 7., but he said the company has agreed to
sell to American Freightways, subject to the court's approval.

NationsWay's hubs in Phoenix and Harrisburg, Pa., will also go on
the block, to be auctioned to Consolidated Freightways, another
trucking giant.  The sale of terminals across the country could
net as much as $17 million for the estate, officials have said.

Before it shut down in May and began liquidating its assets under
Chapter 11 bankruptcy, NationsWay was the nation's largest
privately held trucking company. Creditors have asked the court
to convert the Chapter 11 reorganization into a Chapter 7, for a
total liquidation. The company has not yet issued final paychecks
for most of its 3,500 employees, but the remaining 75 NationsWay
workers have been given weekly bonuses to continue working as the
company clears the book of assets.

Since the company filed for bankruptcy, NationsWay founder Jerry
McMorris, co-owner of the Colorado Rockies baseball team, has
tried to distance himself from the entire process. That leaves
Chief Financial Officer Harold Roth in charge, who was
unavailable for comment this week on the sale of the Commerce
City property. The employees rank as unsecured creditors in
bankruptcy court, which means other creditors would get their
money first. But under Colorado law, they could be paid by
officers of the company, according to attorneys who are suing
McMorris and other corporate officers.

PHYSICIANS RESOURCE GROUP: Unable To File Quarterly Reports
Due to a lack of adequate financial information from certain
affiliated practices which are involved in disputes with
Physicians Resource Group Inc., as well as management and staff
turnover, the company has advised the Securities & Exchange
Commission that it will be late in filing the March 31, and June
30, 1999 quarterly financial statements.  In fact, the company
is continuing its efforts to prepare and file its September 30,
1998 financial information.  To the extent not recorded in prior
period financial statements yet to be finalized by the company,
Physicians Resource suggests that material pre-tax charges may be
recorded for the quarter ended June 30, 1999 for, among other
things, the impairment of certain assets associated with
affiliated practices that have instituted legal proceedings
against the company and receivable balances from other  

PLANET HOLLYWOOD: Saudi Prince Pumps In $10 Million
Saudi Prince Al-Walid bin Talal, who is said to be worth $13.3
billion, said Saturday that he pumped an extra $10 million into
the Planet Hollywood restaurant chain to "save it from  
bankruptcy," according to a newswire report. This investment
brings the prince's stake in the chain to 20 percent. "The new
investment.should help the company back on to steady ground
and will allow me to play a more active role in its expansion,"
bin Talal said. This investment is part of a capital
restructuring by the firm's main shareholders. According to its
shareholders, the Orlando, Fla.-based theme restaurant chain,
owned in part by Hollywood stars Bruce Willis, Arnold
Schwarzenegger and Sylvester Stallone, announced last week that
it would file for chapter 11 protection due to its rapid
expansion in 1996 and 1997.

PROTEAM.COM: Lost More Than $156 Million Last Year
-------------------------------------------------- of Secaucus, "the Internet's largest sports store,"
has filed for  Chapter 11 bankruptcy protection.
The on-line sports merchandise retailer, formerly known as
Genesis Direct, will stay in business while under court
protection from creditors. filed in U.S. Bankruptcy Court in Newark. The
company's stock, which has fallen below $ 1 a share in value, was
suspended from trading Friday.

In a brief statement, recently appointed CEO Harry Usher said the
bankruptcy filing is the most viable option as the company
pursues a reorganization plan. "Our core sports business is
strong," said Usher, a former United States Football League

The company, which sells sports apparel and memorabilia on
several Web sites and catalogs, had sales of $ 252 million in
1998, yet it lost more than $ 156 million for the year. The
problems surfaced last year as investors began dumping
the stock in the middle of a costly expansion.

Genesis Direct was primarily a catalog mail-order retailer that
planned to buy a new catalog each month, while also beefing up
its Internet presence. But the catalog expansion backfired as
Genesis racked up a long list of late payments to creditors,
according to company disclosures. The company quickly retrenched,
selling catalogs, offices, and a $ 30 million warehouse in
Memphis, Tenn., to Toys "R" Us Inc. said Internet sports sales would be its core focus.
Several unrelated product lines -- including toys, dolls, and
business tools -- were abandoned.

The company reported a $ 32 million loss in the second quarter,
compared to a $ 24 million loss a year ago.

RAINTREE HEALTHCARE: Delay In Completion of Quarterly Report
RainTree Healthcare Corporation entered into a forbearance
agreement on August 16, 1999 with the holders of its 11% Senior
Secured Notes due 2003, which defers the due date of the $1.3
million interest payment due July 1, 1999.  The company is also
negotiating a forbearance agreement and amendment to its master
lease with Omega Healthcare Investors, Inc. These events have
delayed the completion of the company's quarterly report for the
three months ended June 30, 1999.

SKYVIEW MEDIA: Operating Units File For Chapter 11 In New Jersey
SkyView Media Group Inc., together with its SkyView World Media
LLC and Russian Television Network Inc. operating affiliates,
filed chapter 11 petitions Wednesday in the U.S. Bankruptcy Court
in Newark, N.J. SkyView Media, the Ft. Lee, N.J.-based parent
holding company, and SkyView World, the foreign-language
programming provider, both listed assets of between $50 million
and $100 million and liabilities of more than $100 million.
Russian Television listed between $100,000 and $500,000 in assets
and more than $100 million in liabilities. Shari Siegel of
Simpson Thacher & Bartlett, who represents the companies, told
Federal Filings Business News that the companies' combined
liabilities equal about $180 million.  Siegel added that the
companies currently have about 111,000 subscribers, of which
96,000 receive ethnic television and radio broadcasts. (The Daily
Bankruptcy Review and ABI copyright c August 23, 1999)

SPECTRAN CORP: Explains $9/Share Buyout Price
SpecTran Corporation, which develops, manufactures and markets
glass optical fibers and value-added fiber optic products, filed
an amendment to its Solicitation/Recommendation Statement that
was filed by it with the Securities and Exchange Commission
related to the tender offer by Lucent Technologies Inc. to
purchase all of SpecTran's outstanding shares for $9.00 per

The amendment contains the following information---Reasons for
the recommendation; current financial market conditions,
volatility and trading information with respect to the shares of
the company and the historical prices for the shares, including
the fact that, although the proposed purchase price of $9 per
share is less than recent NASDAQ National Market Closing prices
for the shares, representing a discount of approximately 21.7%
over the July 14, 1999 market price of $11.50 per share and
discounts of approximately 14.0% and 4.0% over the one and two
months average closing prices of $10.46 and $9.37 per share,
respectively, the $9 per share purchase price represents: a
premium of approximately 10.2% over the three month average
closing price of $8.17 per share; a premium of approximately
38.2% over the six month average closing price of $6.51 per
share; a premium of approximately 40.2% over the average
closing price since January 1, 1999; and a premium of     
approximately 56.6% over the one year average closing price of
$5.75; and a determination that the proposed purchase price is
fair even though it does not include a premium over the closing
price of shares on the Nasdaq National Market on July 14, 1999
due to the following factors: (i) that the company and its
financial advisors solicited expressions of interest in a variety
of transactions from 34 companies over more than six months and
that such solicitation did not produce any offers that were
superior to the Offer; (ii) that the company's public
announcement that it was exploring various financial alternatives
including entering into strategic alliances did not produce any
offers that were superior to the Offer; (iii) Lazard's opinion
that the $9 in cash per share to be paid to the stockholders of
the company pursuant to the Offer and the Merger was fair to such
stockholders from a financial point of view; and (iv) that the
$11.50 closing price for the shares on July 14, 1999 might not
accurately reflect the value of the company based upon the fact
that the shares had a relatively low average daily trading volume
and were historically volatile, coupled with the likelihood that
the July 14, 1999 closing price reflected, in part, market
speculation regarding a possible takeover of the company and
would not be sustained if a transaction did not go forward.

SpecTran Corporation develops, manufactures and markets glass
optical fibers and value-added fiber optic products. For global
communications markets, SpecTran manufactures standard fiber and
cable as well as special performance fiber and cable. The
company's application specific optical fiber and cable products
also serve industrial, aerospace and medical markets worldwide.

SUN HEALTHCARE: Reports $589 Million in Quarterly Loss
A nursing home operation under scrutiny in Arizona, Sun
Healthcare Group, reported a second-quarter loss of $ 589 million
and said it may declare bankruptcy to protect itself from its

Sun reported an initial loss of $ 65 million, or $ 1.10 a share
for the quarter. That's compared with a $ 61 million loss in the
second quarter of 1998. Additional charges increased the amount
to nearly $ 600 million this past quarter.

The largest charge, $400 million, was for the writedown in the
value of company assets because of lower payments from the new
Medicare reimbursement system.

The company said Friday in its filing with the Securities and
Exchange Commission that if Sun creditors demand payment "or if
the company makes a determination that it would not be able to
fund its operations outside bankruptcy, the company will commence
a Chapter 11 bankruptcy."

Under a Chapter 11 bankruptcy filing, Sun would be protected from
creditors while the company is reorganized.

Sun has said if it were to declare bankruptcy, the company would
have sufficient funds to continue operating its nursing homes at
current levels of staffing and care.

Sun also reported Friday that revenue fell 20 percent, to $ 601
million in the quarter from $ 752 million a year earlier.
The losses appear to be much larger than one analyst expected.
Sun is one of the nation's largest nursing-home chains, housing
about 40,000 people. It operates 321 homes, 11 of them in Arizona
and eight in New Mexico. Its financial woes arose not long before
the Arizona Department of Health Services put one of Sun
Healthcare's homes on probationary status, alleging failure to
supervise some patients. One of them died of a rare drug
reaction, though the cause of death was initially believed to be
a severe sunburn. Sun is also facing several lawsuits alleging
deficient care in its homes.  Inspectors in several states found
that nearly 39 percent of Sun's 321 homes caused actual harm to
residents or put them in immediate danger of serious injury or
death, according to the U.S. Health Care Financing

The company has reported losses close to $ 1.4 billion between
October 1998 and June of this year. It has cut more than 10,000
jobs and has missed making debt payments.  The report also notes
that Sun failed to make a $ 19.5 million payment due to some of
its bank lenders on June 30. Because of Sun's payment defaults,
these lenders could require immediate repayment of all
outstanding amounts, according to the report.

No further amount may be borrowed under that bank agreement, the
report said. The company must fund all operations, capital
spending and scheduled debt service from its existing cash
reserves of $ 52.4 million as of Aug. 18.

VIDIKRON TECHNOLOGIES: Anticipates Reporting A Loss
Vidikron Technologies Group Inc. will not be timely filing its
financial quarterly report with the Securities & Exchange
Commission as it anticipates to do so would involve unreasonable
effort or expense.  The company anticipates that it will report a
loss for the period. Because of incomplete financial information,
the company is unable to estimate with certainty the extent of
the loss at this time.

WorldPort Communications, Inc. earlier announced The Heico
Companies, LLC has made an additional $15.0 million equity
investment in WorldPort through the exercise of an option granted
by WorldPort to Heico in January 1999 to purchase 283,206 shares
of Series C Convertible Preferred Stock and the purchase of
141,603 shares of Series E Convertible Preferred Stock. Heico
also received an option to acquire a new Series F Convertible
Preferred Stock of the company for an additional $15.0 million.
This investment satisfied the conditions for the extension
of the maturity date of WorldPort's bridge loan facility to
August 18, 1999.

The Series C Stock and Series E Stock is convertible into 10.865
shares of common stock per share. Upon issuance, the Series F
Stock will be convertible at a conversion price of $4.00 per
share of common stock, or 8.8275 shares of common stock per

The Series C Preferred Stock carries 40 votes per share. The
Series E and Series F Stock entitle the holder to vote on an as
converted basis. As a result of the additional equity investment
made, Heico holds directly approximately 40% of the outstanding
votes (41.5% if the Series F Stock were purchased). By virtue of
a shareholder agreement among Heico, WorldPort and certain
stockholders of WorldPort, Heico currently controls, with respect
to certain matters, including acquisitions, incurrence of debt
and the issuance or sale of equity securities, additional shares
of capital stock of the company representing approximately 31% of
WorldPort's outstanding votes after the investment reported here
was completed. Proceeds from the equity investment will be
utilized for working capital and other general corporate

WorldPort earlier had no comment on the public announcements of
the filing of shareholder class action lawsuits against the
company, as it had not received or reviewed any such filings.

WorldPort Communications, Inc., headquartered in Atlanta,
Georgia, provides international telecommunications and Internet
services primarily to ISPs, long distance carriers, medium and
large corporate customers in Europe and North America. WorldPort
offers domestic and international voice, data, video, Internet
and other telecommunication services over a network of
terrestrial and undersea cables, switches, and other network
equipment and through interconnection agreements with major
carriers in Europe and North America.

XATA CORP: Company Showing Three- & Six-Month Net Income
Xata Corporation's net sales for the three months ended June 30,
1999 increased 188.3% to $2,929,051 as compared to sales of
$1,015,931 for the comparable three month period ended June 30,
1998. Net sales for the nine months ended June 30, 1999 increased
23.3% to $8,648,048 from the comparable nine months ended June
30, 1998 of $7,014,623. The company expects revenues for fiscal
1999 to exceed fiscal 1998 levels.

The company recorded a net income of $176,971 for the three-month
period ended June 30, 1999, compared to net loss of $2,363,836
for the comparable period in 1998. The nine-month totals were a
net income of $437,317 and net loss of $2,540,139, respectively.

Meetings, Conferences and Seminars
August 26-28, 1999
      Real Estate Defaults, Workouts and Reorganizations
         San Francisco, California
            Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or

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

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

September 17, 1999
      Bankruptcy '99: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-202-662-9890
September 24-25, 1999
      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
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   

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

October 22-26, 1999
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or

November 17-20, 1999
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

November 29-30, 1999
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   

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

May 4-5, 2000
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or   


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to 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,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

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

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
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of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  

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