TCR_Public/990831.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 31, 1999, Vol. 3, No. 168                                              

APS: Disclosure Statement Hearing Held on August 27, 1999
APS: Summary of First Amended Joint Liquidating Plan
AUTODEPOT: Declares Bankruptcy
BELLEFLEUR: Enters Chapter 11 Bankruptcy Protection
BOSTON CHICKEN: Seeks Compromise With Harry's Farmers Market

BOSTON CHICKEN: Delay Reporting Second Quarter
BRUNO'S: Strike Votes Taking Place For Union
CAJUN ELECTRIC: Settlement Reached To End Bankruptcy
CHASTAIN CAPITAL: HBK "Group" Holds 6.8% Of Common Stock

CONTIFINANCIAL: Annual Meeting To Be Held In NYC On 9/14/99
EATON'S: Creditor Contests Receiver in Liquidation
ERLY INDUSTRIES: Confirmation of Plan/Changing Auditors
EQUITEX: $3.5 Million In Escrow Pending Availability Of
EQUITEX INC: Changes Accountants To Gelfond Hochstadt Pangburn,

EUROWEB INTERNATIONAL: Buys Czech Internet Provider
HARVARD INDUSTRIES: Losses Mount Amid Concern For Future
ICO GLOBAL: Case Summary & 20 Largest Unsecured Creditors
ICO GLOBAL: Case Summary & 20 Largest Creditors
ICO GLOBAL: Case Summary & 20 Largest Creditors

ICO GLOBAL: Case Summary & 20 Largest Unsecured Creditors
ICO GLOBAL: Files Voluntary Chapter 11 Petition
LESLIE FAY: Chairman/CEO & "3 Cities" Agreement For Board Vote
LEVITZ: Statement of Operations
LIVENT INC: Completes Sale of Assets

LOEHMANNS: Boyar Asset Managaement Reports Stock Sale
MEDPARTNERS: Reports Increased Revenue, Losses Continue
MOBILEMEDIA COMMUNICATIONS: Terminates Registration Of Notes
NATIONSWAY TRANSPORT: Debtors' Reply to Motion to Convert
NATIONSWAY TRANSPORT: Senior Lenders Oppose Motion to Convert

NEUROMEDICAL SYSTEMS: Losses Of $500,000 In July
PITTSBURGH PENGUINS: Lemieux Asks For Another Date
PLANET HOLLYWOOD: Investor Group To Supply Necessary Funding
SERVICE MERCHANDISE: Taps Peter J. Solomon Company Ltd.
SHOLODGE: Massachusetts Financial Holding 1.2% In Shares

SMARTALK TELESERVICES: AT&T Suggests $4.5 M Less On Their Note
SPECTRAN: Lucent Extends Tender Offer For Spectran Stock
SUNSTAR HEALTHCARE: Options For Possible Sale Of Securities
TED PARKER: Court Approves Sale
VERTEX COMPUTER: March Losses Reported
ZENITH ELECTRONICS: LG Electronics To Own Reorganized Company

Meetings, Conferences and Seminars


APS: Disclosure Statement Hearing Held on August 27, 1999
John C. Longmire, Esq., representing the Debtors, submitted an
Amended Disclosure Statement to Judge Walsh to reflect the
changes made to the Plan after negotiating with the Committee.  
Mr. Longmire stepped the Court through the substance of those
changes, stressing that the Debtors are convinced that the Plan
represents the best possible result for parties-in-
interest given the liquidation of the Debtors' estates --
especially in a case where secured lenders recover less than par.

Two additional changes were made to the Plan and Disclosure
Statement, Mr. Longmire explained, to accommodate informal
comments submitted to the Debtors by the Securities and Exchange
Commission and the Pension Benefit Guaranty Corporation.  

* The SEC asked that the Plan not only authorize the Debtors to
dissolve the APS Holding after its wind-up but also direct that
the dissolution is to occur.

* The SEC asked that the Plan make it clear that all fees payable
to the Indenture Trustee will be subject to a review for their
reasonableness by the Bankruptcy Court.  

* The PBGC asked that the Disclosure Statement contain a
paragraph explaining that the Debtors requested termination of
their Pension Plans pursuant to 29 U.S.C. Sec. 1342(a) as of
January 12, 1999, and that the PBGC was appointed as statutory
trustee for the Pension Plans.  

Except for the informal comments from the SEC and the PBGC and
the objections raised by the Committee in the course of its
negotiations with the Debtors, Mr. Longmire reported with
delight, the Debtors received no other opposition to their
Disclosure Statement.  

The Debtors are confident, Mr. Longmire said, that the Disclosure
Statement meets the adequate information standards set for in 11
U.S.C. Sec. 1125 and, accordingly, moved Judge Walsh for approval
of the Debtors' Disclosure Statement.  

"The Disclosure Statement is approved," Judge Walsh ruled.  

Mr. Longmire advised Judge Walsh that the Debtors and Bankruptcy
Services, LLC, as their claims and balloting agent, will be
prepared to print and mail the disclosure statement within the
next two weeks.  Turning his attention to scheduling matters,
Judge Walsh fixed October 5, 1999 as the deadline for parties to
file any objections to confirmation; October 6, 1999 as the
deadline for creditors to return their ballots indicating
acceptance or rejection of the Amended Plan; and October 19, 1999
as the date for a Confirmation Hearing.  (APS Bankruptcy News
Issue 21; Bankruptcy Creditors' Service Inc.)

APS: Summary of First Amended Joint Liquidating Plan
After engaging in negotiations with the Committee, the Debtors
propose their First Amended Joint Consolidated Liquidating Plan
of Reorganization.  The material modifications are:

(1) The deathtrap provision cutting-off any distribution to Class
4 Creditors in the event they vote to reject the Plan is

(2) The creation of the Liquidation Trust is automatic and is no
longer contingent on the acceptance of the Plan by Class 4

(3) Released Parties include officers and directors in the
Debtors' employ from and after the Petition Date (meaning no
officer or director terminated pre-petition obtains a release);

(4) Net recoveries by the Liquidation Trust on account of Class 4
Litigation Claims, to the extent they exceed 3% (rather than 2%)
of the Aggregate Amount of Unsecured Claims, will be shared pro
rata with the Tranche B Lenders rather than split 50/50;

(5) Funding for the Liquidation Trust has been increased by
$100,000 to $350,000;

The economic projections put forth by the Debtors estimate that
the Banks are "gifting" up to $9.8 million to Class 4 Creditors
owed an estimated $200 million, which equates to a dividend of up
to 4.9%. (APS Bankruptcy News Issue 21; Bankruptcy Creditors'
Service Inc.)

AUTODEPOT: Declares Bankruptcy
After failing to find a buyer, Auto Depot, a vehicle leasing
company, has filed for bankruptcy, according to The Toronto Star.
The company had hoped to reopen if it could find new investors,
but no parties have come forward. AutoDepot listed assets of
$32.4 million and liabilities of $36.5 million. Bankruptcy
trustee Grant Thornton Ltd. has scheduled a Sept. 8 meeting of
creditors to address claims. The major secured creditor is the
Bank of Nova Scotia, which has a $32.3 million claim. AutoDepot
abruptly closed operations in early July, and the Ontario Court
of Justice then approved an order putting the company into
receivership. (ABI 30-Aug-99)

BELLEFLEUR: Enters Chapter 11 Bankruptcy Protection
The San Diego Union-Tribune reports on August 28, 1999, that
Carlsbad's swank Bellefleur Restaurant and Winery stumbled into
Chapter 11 bankruptcy protection this week as owners take steps
to reorganize the privately held company.

Bellefleur-Carlsbad LLC sought protection from creditors Monday.  
The limited liability company lists assets of $757,000 and debts
of $1.02 million.

Located at the Carlsbad Company Stores outlet mall, the 75-
employee restaurant remains open.  Colin W. Wied, a San Diego
lawyer handling the bankruptcy, plans to move forward quickly,
filing a restructuring blueprint with the court in 100 days.
Founded two years ago by a group of about 30 investors, the
Bellefleur sits near the top rung of North County's fine-dining
eateries.  The 10,000-square- feet restaurant has gross revenue
of $3.6 million annually, Wied said, and includes a micro-winery
and wine bottling operation. John and Martha Culbertson, owners
of the Fallbrook winery, were the principal investors and
managers of the restaurant.  They decided to leave the
day-to-day management on July 1, although they remain as

Investors have been searching for new management.  Meanwhile, the
state Board of Equalization stepped in Aug. 17 because the
Bellefleur owed back taxes. Under order from the board, the
Bellefleur stopped accepting credit cards. The board then
collected a portion of each day's cash and check receipts for
back taxes, Wied said.  Since the bankruptcy filing, the
restaurant has returned to accepting credit cards.

Culberston said the Bellefleur's problems stemmed from its
location. Because it is tucked into the north corner of the
massive mall property, shoppers must walk across a parking lot to
reach the restaurant.

"Our dinners were great, right on projections," Culbertson said.  
"Lunches never came up to our expectations because we weren't
getting the traffic from the mall." Mall developers are expanding
the center, adding 60,000 square feet for 15 to 20 shops.  The
expansion will bring mall shoppers right up to the Bellefleur's

When the new shops open Nov. 1, Culbertson thinks the
Bellefleur's prospects will improve because of the additional
foot traffic.

To restructure the company, more capital is needed, Wied said.  
Existing investors and others have expressed interest in
providing the necessary funding, he added. The restructuring also
might lead to the closure of the micro-winery operation.  "The
big stone around its neck appears to be that winery," Wied

BOSTON CHICKEN: Seeks Compromise With Harry's Farmers Market
Prior to the Petition Date, Progressive Food Concepts, Inc., one
of Boston Chicken's debtor-affiliates, entered into a series of
transactions with Harry's Farmers Market, Inc., a public company
which owns and operates supermarket mega-stores and convenience
stores specializing in high-end perishable food products in the
Atlanta, Georgia area.  HFMI was to be the vehicle through which
BCI, under prior management, was going to learn how to do "fresh
stores" and which formed the basis of the Boston Market store
conversions in Charlotte, North Carolina.

The settlement contemplates a complete termination of the
business relationship between HFMI and PFCI, releases of all
claims being given by each party, and payment by HFMI to the
Debtors of $4,000,000 in cash.  Upon receipt of the Settlement
Amount by PFCI:

(a) HFMI would be deemed to have satisfied all outstanding
obligations under the loan agreement and the promissory notes
delivered in connection therewith and the loan agreement and
notes would be terminated.

(b) all warrants and options agreements for the purchase of HFMI
capital stock which were issued to PFCI would be deemed
terminated and PFCI would return to HFMI such documents as

(c) PFCI would either, at the option of HFMI, convey to HFMI its
intellectual property related to HFMI or terminate its rights to
use such intellectual property (including terminating the trust
agreement relating to the intellectual property).

(d) each of HFMI, Harry A. Blazer and PFCI would release the
other parties from all claims and obligations including all of
their obligations under the consulting agreements and HFMI's
$2,888,995 claim against PFCI and PFCI's servicing obligations
for the intellectual property.

The Debtors are convinced that this settlement is in the best
interest of its estates and their creditors.   Moreover, the
proposed settlement is based on the Debtors' sound business
judgment after careful negotiation.  

Weighing the (1) probability of success in litigation; (2)
difficulties in collecting; (3) complexity, expense,
inconvenience and delay; and (4) paramount interests of
creditors, Judge Case ruled that the compromise and
settlement between the Debtors and Harry's should be approved
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.  Further, Judge Case directed that the Settlement
Proceeds shall be placed in escrow by the Debtors with any valid
liens attaching thereto.

H. Rey Stroube, Esq., representing the Debtors, noted that HFMI's
offer is conditioned on its ability to obtain financing to borrow
the $4,000,000 and its ability to obtain the consent of its
senior lender for the transaction.  HFMI has advised the Debtors
that it has been diligently working to obtain this financing (and
has engaged the services of an investment banker to assist in its
efforts) and is highly confident that it will be able to obtain
such financing within 30 days to permit a prompt closing.  HFMI
has further advised the Debtors that if such financing is
obtained, getting the consent of its senior lender should not be
an impediment to concluding the compromise and settlement.
(Boston Chicken Bankruptcy News Issue 15; Bankruptcy Creditors'
Service Inc.)

BOSTON CHICKEN: Delay Reporting Second Quarter
Boston Chicken has advised the Securities and Exchange Commission
that the filing of its Annual Report on Form 10-K for the year
ending December 27, 1998, and its quarterly reports on Form 10-Q
for the quarters ending April 18, 1999 and July 11, 1999, will be

As previously reported, PricewaterhouseCoopers, LLP, the
Company's independent auditors, has advised the Company that,
absent sufficient competent evidential matter to support both the
appropriateness of certain accounting methods and principles and
the reasonableness of certain assumptions used by prior
management in reporting certain estimates, PWC
would likely be unable to opine on the Company's fiscal 1998
financial statements.  The Company believed that its 1997 year-
end financial statements and possibly certain other prior period
financial statements would be re-audited and restated.  However,
PWC subsequently advised the Company it will not opine on the
Company's 1997 or other prior period financial statements.  In
addition, PWC has advised the Company that because it will not
opine on the 1997 year-end balance sheet, it also will
not opine on the Company's 1998 cash flow or income statements,
and is still in the process of auditing the Company's fiscal 1998
year-end balance sheet.  Management believes it could be
materially misleading to issue quarterly financial information
prior to the completion of the 1998 year-end balance sheet audit
and, therefore, does not expect to file its Quarterly Report on
Form 10-Q for the quarter ended July 11, 1999 on a timely basis.
(Boston Chicken Bankruptcy News Issue 15; Bankruptcy Creditors'
Service Inc.)

BRUNO'S: Strike Votes Taking Place For Union
After last-minute talks did not result in a contract agreement
between Bruno's, Inc. workers and management of the Birmingham-
based grocery chain, some union workers will vote this week on
whether to strike.  More than 2,600 Bruno's workers represented
by the United Food and Commercial Workers Union have been working
at Bruno's and Food Fair stores under the terms of a contract
that expired in February 1998.

The sides have been unable to agree on details of a new contract,
said George Seidenfaden, president of UFCW Local 1657.

"The company has made an offer that is not acceptable,"
Seidenfaden said Friday. "Generally, we don't like the language,
the wages or the conditions of the contract."
Union workers have stayed on the job because the old contract was
extended, Seidenfaden said. The company presented a new contract
Friday and canceled the last extension, he said.

"We think we can do better than what Bruno's is offering," he
said. "Our members have worked hard for this company through its
recent problems, and we don't think the company is trying to work
with us now."

Seidenfaden said he will talk with union members about the
proposed contract this week at meetings. He refused to share
details about the contract proposal.  Union employees at the
chain's FoodMax and Food World stores are under separate
contracts and are not involved in the voting.  Bruno's has more
than 11,600 employees at 149 stores throughout the Southeast.

CAJUN ELECTRIC: Settlement Reached To End Bankruptcy
Southwestern Electric Power Company, the Committee of Certain
Members and Washington-St. Tammany Electric Cooperative
have withdrawn their joint reorganization plan for Cajun
Electric Power Cooperative as part of a settlement reached
Aug. 26 to end Cajun's four- and-a-half-year-old bankruptcy.
In the settlement, SWEPCO has avoided further litigation and
obtained a partial recovery of its costs in the matter.

The agreement came during a settlement conference ordered
by the U.S. District Court in Baton Rouge, La.  SWEPCO was
one of two remaining bidders for Cajun's non-nuclear assets
and the opportunity to sell wholesale power to Cajun's 11
member distribution cooperatives.

"We certainly hoped for a different outcome when we set
out four years ago to acquire Cajun's non-nuclear assets
and provide substantial rate savings to the Cajun member
cooperatives and their ratepayers," said Mike Smith,
vice president of Central and South West Corp., SWEPCO's
parent company.  "However, as low bidder it was time for us
to bow out and let the other parties close the transaction
as quickly as possible so the rates to the co-ops could
be lowered as soon as possible," he said.

"The fact that we were allowed to recover $7.5 million
of our costs, we believe, is an acknowledgment by the
court and the other parties of the value SWEPCO brought
to the process in lowering rates to the cooperatives
and maintaining value for the Cajun estate," Smith said.
"The $7.5 million is approximately half of the cost we
expect to incur in the Cajun matter.  As of June 30,
we had incurred approximately $12.7 million," Smith said.

"We understand that the cooperatives who supported our plan
made a difficult decision in agreeing to the settlement,
but one that was in the best financial interests of
the cooperatives and their customers," Smith said. "The
settlement avoids continued costly litigation for us and
for the non- profit co-ops, who have fought so hard on
behalf of their members."

The Louisiana Public Service Commission also played a key
role in the settlement, continuing its emphasis on lower
rates and the return to ratepayers of $100 million to $200
million in Cajun's interest escrow funds "The settlement was
important to the LPSC and the co-ops because it speeds up
the return of the interest escrow funds to rural ratepayers
across the state," Smith said.

Under the settlement, the co-ops have a number of power
supply options, including short-term transition agreements
with the winning bidder or going immediately to the open
market.  "The relationship and mutual respect we have
developed with those cooperatives over the four-plus years
of this process means a great deal to us, and we certainly
hope it continues in the future," Smith said.

The Committee of Certain Members includes Beauregard
Electric Cooperative, Inc., Dixie Electric Membership
Corp., Jefferson Davis Electric Cooperative, Inc., Northeast
Louisiana Power Cooperative, Inc., South Louisiana Electric
Cooperative Association and Valley Electric Membership Corp.

Washington-St. Tammany Electric Cooperative, Inc. (WST)
was a co-proponent with SWEPCO and the Committee.

Claiborne Electric Cooperative, Inc. which is not a member
of the Committee, also supported the SWEPCO/Committee/WST

Southwestern Electric Power Co., based in Shreveport, La.,
is a subsidiary of Central and South West Corp. (NYSE:
CSR), a Dallas-based public utility holding company.

CHASTAIN CAPITAL: HBK "Group" Holds 6.8% Of Common Stock
HBK Investments L.P., has shared voting & dispositive power
over 500,600 shares of common stock of Chastain Capital
Corporation, representing 6.8% of the outstanding shares
of common stock of the company.  Power is exercised by its
general partner, HBK Partners II L.P., whose general partner
is HBK Management L.L.C.  The shares, purchased by HBK Finance
L.P., gives HBK Investments L.P. shared voting and dispositive
power under an amended and restated management agreement.

HBK Finance L.P., by virtue of beneficial ownership, gives
power to exercise voting and dispositive action by its general
partner, HBK Fund L.P., whose general partner is HBK Capital
L.P., whose general partner is HBK Partners I L.P., whose
general partner is HBK Management L.L.C.  Power is shared with
HBK Investments, L.P. pursuant to their amended and restated
management agreement.

Commodore Applied Technologies Inc. terminated its former
auditors, PricewaterhouseCoopers, LLC, on August 17,
1999. PricewaterhouseCoopers auditors report on the company's
consolidated financial statements for the year ended December
31, 1998 contained an explanatory paragraph relating to the
company continuing as a going concern due to its recurring
losses from operations and net cash outflows from operations.

Following action approved by Commodore's Board of Directors,
the company retained Tanner & Co. as its auditors as of August
17, 1999.

CONTIFINANCIAL: Annual Meeting To Be Held In NYC On 9/14/99
The annual meeting of the stockholders of ContiFinancial
Corporation, a Delaware corporation, will be held in New
York City at the RihgaRoyal Hotel, 54th Floor, 151 West
54th Street, September 14, 1999 at 9:00 a.m. to consider
and vote on the following: To elect two directors to serve
for the ensuing three years and until their successors are
duly elected and qualified; to approve amendments to the
company's 1995 Long-Term Stock Incentive Plan regarding
maximum limits on individual grants thereunder; an increase
in the number of shares which may be issued thereunder; to
add a performance-based goal which will determine whether
certain options to purchase the company's common stock become
exercisable by the President and Chief Executive Officer.
Additionally consideration and voting will be done on approval
of an amendment to the company's Section 162(m) Performance
Based Executive Bonus Plan to add certain performance-based
goals under which compensation may be paid; and to ratify the
appointment of Arthur Andersen LLP as independent accountants
for the company for the fiscal year ending March 31, 2000.

The Board of Directors has fixed the close of business on July
22, 1999 as the record date for determination of stockholders
entitled to vote at the annual meeting.  The full text of
the proxy statement mailed to stockholders may be found at
the Internet, free of charge.

EATON'S: Creditor Contests Receiver in Liquidation
Cadillac Fairview Corp. Ltd., which owns or manages 19 properties
anchored by T. Eaton Co., may object to the receiver appointed to
liquidate Eaton's, according to The Toronto Star. In  documents
it filed last week, Cadillac Fairview said that conflict of
interest is a concern because interim receiver Richter & Partners
Inc. has previous relationships with apparel suppliers. It was
expected that Cadillac Fairview would ask the court to terminate
the 30-day period Eaton's has to file a proposal plan to sell off
its core assets. Peter Sharpe, executive vice president of
Cadillac, said "I do not believe Eaton's can realistically
develop a viable proposal which would meet with the approval of
all creditors, including Cadillac Fairview." Cadillac Fairview
claims Eaton's owes more than $1 million back rent. (ABI 30-Aug-

ERLY INDUSTRIES: Confirmation of Plan/Changing Auditors
ERLY Industries, Inc. signed a letter of intent on August 13,
1999 with Kellstrom Broadcasting Inc. and Demaree Media,
Inc. to acquire the assets and business of four radio
stations in Hot Springs, Arkansas for a total purchase price
of $4,750,000.  ERLY intends to finance these acquisitions
through a combination of debt and privately placed equity,
although it currently has no binding commitments from third
parties to provide such financing.  The consummation of these
acquisitions is contingent upon ERLY being able to obtain
the financing.

On August 9, 1999, the bankruptcy court in the joint
bankruptcy matters of Watch-Edge International, Inc. and
ERLY Industries, Inc. confirmed the Modified Debtors'
and ERLY Creditors' Committee Joint Plan of Reorganization
and related ERLY Industries, Inc.'s; Watch-Edge, Inc.'s;
and ERLY Creditors Committes's Disclosure Statement
as modified for the Joint Plan of Reorganization.
The complete text of the Joint Plan Of Reorganization
of ERLY Industries Inc. may be found, free of charge, at
on the Internet.

In the spring of 1999, ERLY's independent accountants, Deloitte
& Touche LLP, resigned as ERLY's principal accountant for the
audit of ERLY's financial statements. An audit for the fiscal
year ended March 31, 1998 was not completed by Deloitte &
Touche, neither was an audit performed for the latest fiscal
year ending March 31, 1999. In the spring of this year,
ERLY engaged Postelwaithe & Netterville, LLP as its principal
accountant to audit its financial statements. Postelwaithe &
Netterville is currently in the process of auditing ERLY's
balance sheet at August 20, 1999.

EQUITEX: $3.5 Million In Escrow Pending Availability Of Shares
Equitex Inc. experienced a net loss of $701,752 on net revenues
of $187,341 for the three months ended June 30, 1999. Net loss
again exceeded net income in the six months ended June 30,
1999 where losses reached $1,141,245 and net revenues reported
were $409,689.

On January 4, 1999, Equitex, Inc. filed with the Securities
and Exchange Commission to withdraw its election to be treated
as a business development company and elected to be treated
for a maximum period of one year as a "transient investment
company" as that term is defined in the Investment Company
Act of 1940. A business development company is a form of
closed-end, non-diversified investment company under the
Investment Company Act.  Following the withdrawal, the company
is no longer subject to the regulatory provisions of the
Investment Company Act for business development companies,
such as insurance, custody, composition of the board,
affiliated transactions and compensation arrangements.

In May 1999 gross proceeds of $3,500,000 were received into an
independent escrow account for the benefit of the company in
exchange for 3,500 shares of Series D convertible preferred
stock, which the company is committed to issue. The Series D
preferred stock contains the same rights as its Series A,B
and C Preferred stock. Because the company does not have
sufficient authorized common shares available for issuance,
this transaction has not yet been completed.

On May 13, 1999, Equitex announced the signing of a letter
of intent with First Bankers Mortgage Services, Inc. of
Ft. Lauderdale, Florida. The letter of intent calls for the
acquisition by Equitex of all of the outstanding capital stock
of First Bankers Mortgage Services, Inc. for a combination
of Equitex common stock and a commitment of working capital
to the ongoing entity.  As of June 30, 1999, Equitex made
loans totaling $2,750,000 to the mortgage firm which are
secured by all of the issued and outstanding common stock of
First Bankers Mortgage Services, Inc. From July 1, 1999,
additional loans totaling $916,561 have been advanced.
The companies have performed customary due diligence and
are presently renegotiating certain terms of a definitive
agreement executed in June 1999.  First Bankers Mortgage
Services, Inc. is one of the 70 largest mortgage lenders in
the United States operating in 25 states and is the largest
privately held mortgage lender in the state of Florida.
The mortgage firm profitably originated in excess of $850
million in mortgage loans during 1998.

EQUITEX INC: Changes Accountants To Gelfond Hochstadt Pangburn,
Equitex, Inc. dismissed Davis & Co., CPA's, P.C. as its
independent certified public accountant. Simultaneously with
the dismissal of its former accountants, the company approved
and engaged Gelfond Hochstadt Pangburn, P.C. to act as its
independent certified public accountant as successor to Davis &
Co., CPA's, P.C

EUROWEB INTERNATIONAL: Buys Czech Internet Provider
Euroweb International Corporation purchased from Mr. Richard
Koza and his wife Lucie Kozova, all of the issued and
outstanding stock of Luko Czech Net s.r.o., a Czech corporation
providing Internet service primarily to businesses located in
Prague and other major cities in the Czech Republic.  For the
shares the company paid $900,000 USD; 450,000 shares of its
common stock; and additional shares of Euroweb's common stock
to be issued to the couple when the shares are registered,
calculated to ensure that at that point, the value of the
shares in the transferors issued in accordance with his
agreement amounts to USD $900,000, market value.

HARVARD INDUSTRIES: Losses Mount Amid Concern For Future
Harvard Industries Inc. reports sales decreased $77,612 from
$206,339 to $128,727 or 37.6% in the quarter ended March 31,
1999.  Aggregate sales for the operations designated for sale, or
wind down, decreased approximately $80,193 from $89,255 to
$9,062 as the company's divestiture program as contemplated
under its Plan of Reorganization nears completion. The net
loss increased from $3,081 to $14,117 in the quarter cited.

Due to the long gestation between the time that an OEM
customer awards the company a contract to produce parts for
a new platform and the time the company produces those parts
(in almost all instances 2 to 4 years), and the considerable
designing and planning obligations required of the successful
bidder during this period of delay, OEMs were reluctant to
award new business to Harvard Industries during the pendency
of the company's Chapter 11 case. As a result, the awarded
new business during the pendency of the Chapter 11 case was
less than would be anticipated under normal conditions. This
could have serious effects on the financial strength of the
company in the next several years when the recently awarded
platforms commence production. Such effects, if experienced,
will occur over that extended future period; the company has
not yet experienced such effects sufficiently to be able to
furnish more specific estimates of the timing or amount to
be experienced.

ICO GLOBAL: Case Summary & 20 Largest Unsecured Creditors
Debtor: ICO Global Communications Services Inc.
        1101 Connecticut Avenue NW
        Suite 550 Washington, DC 20036

Court: District of Delaware  Case: 99-2933 Filed: August 27, 1999

Debtor Attorney:
Laura Davis Jones
Young Conaway Stargatt & Taylor, LLP
11th Floor, Rodney Square North
Wilmington, Delaware 19801

Affiliates of the debtor;

ICO Global Communications (Holdings) Limited
ICO Global Communications (Operations) Limited
ICO Global communications Holdings B.V.

Total Assets: $40,895,000
Total Liabilities: $18,348,000

Contingent Unliquidated Unsecured debt: $19,624,000 - 13 holders
Common Stock: 500 shares; 1 holder

Type of business: Together with its affiliates the petitioner is
engaged in developing and commercializing global mobile
communications services using a constellation of high performance
satellites in medium earth orbit and a global ground
telecommunications network.

Creditors holding 20 largest unsecured claims:

Bank of America                    17,756
COMSTAT Mobile Communications       8,703
2 Confer Credit Corporation         5,679
Hogan & Hartson                     3,051
MicroAge Computer Centres Inc       2,700
Automatic Data Processing             579

ICO GLOBAL: Case Summary & 20 Largest Creditors
Debtor: ICO Global Communications (Holdings) Limited
        Clarendon House
        2 Church Street - Hamiton HM11


Total Assets:      2,566,655,000
Total Liabilities: 1,184,291,000

Contingent Unliquidated Unsecured debt: 1,184,291 - 17 holders
Common Stock: 207,607,618 - 137 holders

Creditors Holding 20 largest unsecured claims:

The Bank of New York, as trustee   Bonds      494,500,000
The Bank of New York, as trustee   Bonds Euro 107,625,000
NEC Corporation                                78,924,430
Hughes                                         99,079,342
KPN Telecom BV                                    353,361
Harris Research Centre                            215,345
RGC Jenkins and Co                                 19,265
Venner, Shipley & Co.                              13,007
Watson, Farley & Williams                           3,103
Vinson & Elkins                                     1,564

ICO GLOBAL: Case Summary & 20 Largest Creditors
Debtor: ICO Global Communications (operations) Limited
        The Huntlaw Building
        PO Box 1350
        Grand Cayman, Cayman Islands

Case: 99-2935

Total Assets:      $2,329,852,000
Total Liabilities: $2,317,580,000

Contingent unliquidated unsecured debt: $2,367,193,000 - 6
Common stock: 1 share

List of 20 largest unsecured creditors:

Hughes Space & Communications International Inc.  99,079,342
CSC Computer Sciences Ltd                          1,379,256
WAVECOM                                              300,000
Rohde & Schwartz UK Ltd                              272,255
WAVECOM                                              179,240
Emirates Telecomms Corp.                              47,393

ICO GLOBAL: Case Summary & 20 Largest Unsecured Creditors
Debtor: ICO global Communications Holdings B.V.
        Drentestraat 20
        1083 HK Amsterdam

Total Assets: $706,998,000
Total Liabilities: $694,338,000

Contingent unliquidated unsecured debt: 694,756,000 - 31 holders
Common stock: 40,000 shares - 1 holder

List of Creditors holding unsecured claims:

NEC Corporation                       78,924,430
Entel Chile SA                         2,047,458
Videsh Sanchar Nigam Ltd.              1,115,915
Cable & Wireless Communication           440,998
Deutsche Telekom                         420,250
Telstra Corporation Ltd                  245,781
Infonet UK Ltd                            73,631
Telecommunications de Mexico              55,205
AMS Management Systems UK Ltd             35,848
Korea Telecom                            145,862
Communications Systems Mgmt. Inc.         36,000
Bairds Communications PTY Ltd             16,263
Faculdades Catolicas                      17,940
Patricio Reygadas                          9,200
UGB-ICO Telecomunicacoes Ltda             13,276
EDS South Africa Pty Ltd                  10,992
Perfect Relations Pvt Ltd                  4,558

ICO GLOBAL: Files Voluntary Chapter 11 Petition
ICO Global Communications (Holdings) Limited (Nasdaq:ICOGF)
announced that it has filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Delaware.  

Commenting on the filing, Chief Executive Officer Richard Greco
said, "ICO was created to develop and operate a convenient,
high-performance, and cost-effective global mobile
telecommunications business, and we have made substantial
investments to build that business.  Additional financial
resources will be required to complete our system and begin
commercial operations, and we have made considerable progress
toward accomplishing these goals.  A number of our strategic
investors have confirmed their continuing interest in providing
the company with financial support."

Chapter 11 petitions also were filed in U.S. Bankruptcy Court by
three of ICO's direct or indirect wholly-owned subsidiaries: ICO
Global Communications (Operations) Ltd., ICO Global
Communications Holdings B.V., and ICO Global Communications
Services Inc.  The ICO holding company and one of its
subsidiaries are incorporated in Bermuda and the Cayman Islands,
respectively, neither of which has a legal equivalent to Chapter
11 in the U.S.

To facilitate a successful reorganization and protect its assets
in those jurisdictions, ICO voluntarily presented petitions in
those countries, where appropriate local officials have been
appointed who will work in conjunction with ICO to achieve the
objectives of reorganization.  

Fifteen direct or indirect subsidiaries of ICO Global
Communications (Holdings) Ltd., which are based in various
countries in North and South America, Europe, and the Asia-
Pacific region, are not filing for Chapter 11 protection.  This
includes the group's principal employer, ICO Services Ltd., which
is based in the United Kingdom.  

The First Day Orders would include approval to pay normal
employee salaries, wages, and benefits, as well as other basic
business expenses, without interruption.  ICO Global
Communications was established in January 1995 as a private
company to provide global mobile personal communications services
by satellite, including digital voice, data, facsimile, high
penetration notification, and messaging services. ICO Global
Communications was listed on Nasdaq in July 1998.  

The New York Times reported on August 28, 1999 that the failure
of Iridium made investors reluctant to pour more money into ICO,
which plans a similar service using its $4.7 billion system
beginning in the third quarter next year.

The report stated that a failure by ICO could cause the Hughes
Electronics Corporation, which is building ICO's 12 satellites,
to take a charge against earnings of $500 million, according to
regulatory filings by Hughes. Richard Dore, a spokesman, said
today that it was too early to tell how the bankruptcy filing
would affect Hughes, a subsidiary of the General Motors
Corporation. Hughes owns 2.6 percent of ICO as part of an
agreement to eventually buy 4 percent of the company's stock for
$93.8 million.

Shares of Hughes rose $1.1875 today, to $52.625, apparently
because investors now think that Hughes, which had participated
in attempts to rescue ICO, will not put any more money into the
company. Globalstar also rose $1.1875, to $28.875, because the
possible failure of ICO leaves it with one less competitor.
Shares of ICO, which brought $12 at the company's initial public
offering last summer, fell 62.5 cents, to $3.625, before trading
was halted.

ICO was created by Inmarsat, an international organization
recently turned into a corporation, that provides satellite
communications to ships. Many of the investors in ICO are
Inmarsat's members, telephone companies worldwide. TRW is
also a large investor, with 13.9 million shares, or 6.7 percent,
according to an ICO prospectus.

Although ICO had already asked for a delay in paying more than
$40 million in interest due earlier this month, the bankruptcy
filing surprised creditors. ICO has already raised $3 billion of
the $4.7 billion it estimates it needs to begin service. But with
Iridium's problems clouding the market, ICO recently failed to
raise $500 million from a public rights offering despite
extending the deadline twice. It then announced a tentative
agreement to secure $600 million from strategic investors, which
reportedly included Hughes, but that plan also fell apart.
More recently, industry executives said, ICO was trying to raise
a smaller amount, said to be $400 million. But that plan, which
was to be voted on at an investor meeting in Paris on Saturday,
has apparently failed, too.

The ICO bankruptcy is the latest blow to the satellite industry,
which has also suffered from rocket and satellite failures,
national-security controversies and tighter export controls. But
some segments of the market, particularly direct television
broadcasting to home by Hughes's DirecTV and Echostar
Communications, continue to do well.

LESLIE FAY: Chairman/CEO & "3 Cities" Agreement For Board Vote
John J. Pomerantz, Leslie Fay Company, Inc.'s Chairman and CEO
holds shared voting and sole dispositive power over 242,598,
shared voting power on 2,158,000, and zero shared dispositive
power on Fay Leslie's common stock, which represents 38.3%
of the outstanding shares of common stock of the company.
In the aggregate, he beneficially owns 2,400,598 shares.
Those shares include 242,598 shares (3.9% of the common stock),
of which 232,598 are subject to presently exercisable stock
options, that are directly owned by Mr. Pomerantz; 1,356,120
shares (22.5% of the outstanding shares of common stock)
that are directly owned by Three Cities Offshore II C.V.;
and 801,880 shares (13.3% of the outstanding shares of common
stock) that are directly owned by Three Cities Fund II, L.P.

Three Cities Fund II, L.P. is a Delaware limited partnership,
formed to invest in securities to be selected by its
investment committee. The Fund is based in New York City.
Three Cities Offshore II C.V. is a Netherlands Antilles
partnership, formed to invest in securities to be selected
by its investment committee and conducts it business from
its principal address in Curacao, Netherlands Antilles.

Under a registration rights agreement between the Leslie Fay
Company, Three Cities Fund II, L.P., and Three Cities Offshore
II C.V., the company has agreed that, at annual meetings
of stockholders of the company following its 1999 annual
meeting of stockholders, the Three Cities Funds will have the
right to designate a number of nominees to serve as directors
constituting at least a percentage of the board equal to the
percentage of outstanding shares of common stock then owned
in the aggregate by the Three Cities Funds.

The Three Cities Funds and Mr. Pomerantz have entered into
a letter agreement dated July 26, 1999 in which they have
agreed to vote in favor of each of the nominees for director
listed in management's proxy for the company's 1999 annual
meeting of stockholders and not to take any actions to
change the size or composition of the board before the next
annual meeting of stockholders of the company following the
annual meeting scheduled for August 24, 1999, if at all. The
Three Cities Funds and Mr. Pomerantz have also agreed that,
for so long as he has the contractual right to designate at
least one nominee to the board, the Three Cities Funds and
he will agree on the identity of all nominees for director
(other than any nominee of someone else who has a contractual
right to designate such nominee) and the Three Cities Funds
and Mr. Pomerantz will vote for their agreed-upon nominees
and against any nominees competing against the agreed-upon
nominees. If the Three Cities Funds and Mr. Pomerantz do not
agree upon the identity of all of the nominees for director,
then he has the right to designate at least 28% of the
nominees to the board and the Three Cities Funds have the
right to designate at least a percentage of the board equal
to the percentage of outstanding shares of common stock then
owned in the aggregate by the Three Cities Funds, who must
be reasonably satisfactory to Mr. Pomerantz, and the Three
Cities Funds and he will vote in favor of the other's nominees.

LEVITZ: Statement of Operations
six months ended June 30, 1999, a net loss of $6,489,000 on net
sales of $119,988,000.

LIVENT INC: Completes Sale of Assets
Livent Inc. announced Friday that it has completed the previously
announced sale of assets to SFX Entertainment Inc. for cash
proceeds of about US$79 million, excluding cash balances
purchased by SFX, and for deferred proceeds of about US$37
million, payable in five years, according to a newswire report.
Livent and its subsidiaries filed for bankruptcy protection in
the United States and Canada last November. The assets include
the Ford Center for the Performing Arts in New York, the Pantages
Theatre in Toronto and the Ford Center for the Performing
Arts/Oriental Theater in Chicago. SFX also acquired Livent's
right to current productions. (ABI 30-Aug-99)

LOEHMANNS: Boyar Asset Management Reports Stock Sale
Of the outstanding shares of common stock of Loehmanns Inc.,
Boyar Asset Management, Inc. beneficially owns and holds shared
voting & dispositive power on 171,500 shares representing 1.89%
of the outstanding shares of common stock in the company.
N.R.M.B., Inc. owns, and shares voting & dispositive
power on 133,500 shares, or 1.47% of the outstanding shares.
Mark A. Boyar has 3.87% of the outstanding shares of Loehmanns'
common stock, represented in the 24,000 shares over which he
holds sole voting & dispositive power, and 350,000 shares in
which he shares voting & dispositive power.  Boyar GP Holdings,
Ltd. and Boyar Partners, L.P. each share voting and dispositive
power on 21,000 shares, or 0.23% of the outstanding shares
of common stock of the company.

On July 30, 1999, Boyar Asset Management Inc. sold 169,200
shares of common stock of the company, which were held in
client accounts, at a price per share of $0.25. All of the
shares sold were effected in the over-the-counter market. As a
result of the sale the management firm ceased being beneficial
owners of 5% or more of the company's common stock, effective
as of that date.

MEDPARTNERS: Reports Increased Revenue, Losses Continue
MedPartners operates one of the largest independent
prescription benefit management companies in the United States,
with net revenue of approximately $1,581.3 million for the
six months ended June 30, 1999.

The Company manages PBM programs for clients throughout
the United States, including corporations, insurance
companies, unions, government employee groups and managed
care organizations. During the first six months of 1999,
the company dispensed approximately 5.9 million prescriptions
through 3 mail service pharmacies and processed approximately
19.0 million prescriptions through a network of more than
50,000 retail and other pharmacies.

For the six months ended June 30, 1999 and 1998, net revenue
was $1,581.3 million and $1,259.7 million, respectively,
representing an increase of $321.6 million (25.5%) from
1998 to 1999. These increases are primarily attributable,
according to the company, to pharmaceutical price increases,
the addition of new customers, additional services provided
to existing customers and the sale of new products.

While revenues increased losses continue, with a net loss in
the first six months of 1999 of $176,780 as compared to the
same period in 1998 when net losses were $48,344.

MOBILEMEDIA COMMUNICATIONS: Terminates Registration Of Notes
MobileMedia Communications Inc. has advised the Securities
& Exchange Commission of its certification and termination
of registration on its 10 1/2 Senior Subordinated Deferred
Coupon Notes, Due 2003 and its 9 3/8 Senior Subordinated Notes,
Due 2007.  The company indicates there are now no holders of
such classes of notes.

NATIONSWAY TRANSPORT: Debtors' Reply to Motion to Convert
NW Transport Service, Inc. ("NW"), NationsWay Transport Service,
Inc. ("NationsWay")and Salt Lake Transfer Company ("Salt Lake")
(collectively herein "Debtors"), Debtors and Debtors-in-
Possession, respond to the  Motion to Convert, or in the
Alternative, For Appointment of a Trustee" filed by the Official
Committee of Unsecured Creditors and respectfully request that
the Court deny the Motion to Convert because no cause exists for
the extraordinary relief sought by the Committee.

The debtors claim that the Committee's Motion to Convert is based
almost entirely upon its odd, unrealistic and factually
unsupportable vision of what a hypothetical Chapter 7 Trustee
might have done had these cases been filed under Chapter 7.

"Based upon this fevered vision, the Committee asserts that the
Debtors have somehow breached their fiduciary duties to their
estates. This assertion is, quite simply, absurd."

The Committee asserts that the hypothetical trustee would not
have entered into cash collateral stipulations with the Lenders,
and thereby would have avoided encumbering the allegedly
unencumbered assets of the estates. The Committee then suggests
that these unencumbered assets would have been available for
distribution to the pre-petition unsecured creditors of the
estates. Of course, under the Committee's scenario, the Trustee
would have had no cash with which to pay administrative costs
other than, perhaps, the Norwest Funds if the trustee was
successful against the Lenders and the Court determined that the
Norwest Funds are not encumbered by the Lenders' liens.

Instead of seeking to use cash collateral and engaging in an
orderly liquidation, the Committee suggests that the Chapter 7
trustee "would have promptly determined that there was
no possible value to any unsecured creditor from the liquidation
of the Debtors' rolling stock and other equipment, accounts
receivable, and certain real estate interests" and "would not
have incurred any of the expenses that the Debtors have incurred
in these cases. The trustee would have simply stipulated to
termination of the automatic stay immediately, or if necessary
abandoned the assets as burdensome to the estate . . .."

The debtors claim that their orderly liquidation may produce
sufficient value to allow creditors other than the Lenders to
receive a distribution. Under the Committee's approach, all
parties are harmed and nothing is salvaged.  Under the Debtors'
approach, the Debtors' customers received their freight, most
personal and real property lessors either immediately received
possession of their property or received post-petition rent for
the Debtors' temporary use of the property, and some employees
kept their jobs for, at least, a short period of time.

Even though the Debtors' actions primarily benefit the secured
lenders, there is no "joint enterprise" between the Debtors and
the secured lenders. The Debtors have not filed this case, nor
are they executing it, purely for the secured lender's benefit.

In the Motion to Convert, the Committee wrongly accuses the
Debtors of a "dereliction of duty" which is "directly causing
continuing loss to or diminution of the estates."

Contrary to the Committee's assertions in the Motion to Convert,
the Debtors claim that they have been diligently attempting to
minimize the administrative expenses of the estate, while
providing the maximum return. Furthermore, the debtors allege
that the cases cited by the Committee, allegedly in support of
their assertions are, simply, inapposite.

The Debtors claim that they have been diligently attempting to
consolidate their headquarters onto one (1)floor to minimize
post-petition administrative rent. Furthermore, the Debtors have
paid the post-petition rent for their headquarters. With regard
to the IBM main frame lease, the Debtors have successfully
negotiated a reduced rent for their use of IBM computers with
IBM. The rent being paid to IBM for the use of the computers is
only that what is necessary for the Debtors to obtain optimal
collection of the outstanding accounts receivable. As to the
Committee's professionals, the Debtors filed a motion for
authority to pay professional fees on a monthly basis pursuant to
aspecific procedure. The Committee's professionals have elected
not to follow that procedure.  

The debtors state that the Employee Retention Program is a
necessary element in the Debtors' good faith attempts to maximize
the value of the assets for the estates, and has not contributed
to an inappropriate diminution in the value of the estates as the
Committee asserts.  

The debtors go on to say that the Committee is unable to provide
any evidence that a Chapter 11 trustee is necessary or
appropriate. The Debtors have not participated in any fraudulent
activities, nor have the Debtors grossly mismanaged the estate.
In fact, more parties stand to gain as a direct result of the
Debtors' activities.

"Furthermore, although the Committee may, for some unknown
reason, believe that the appointment of a trustee is in the best
interests of some members of the Committee, it is not in the best
interests of either the Committee's constituents or the secured
lenders whose interests are given similar weight in a Chapter 11
setting.  As a practical matter, neither is such an appointment
in the interests of the priority claimants who stand to recover
from the Debtors' activities. As such, appointment of a Chapter
11 trustee is not warranted in this case."

NATIONSWAY TRANSPORT: Senior Lenders Oppose Motion to Convert
Foothill Capital Corporation, as agent for itself and for
Congress Financial Corporation (Southwest), Fremont Financial
Corporation, FINOVA Capital Corporation, and Heller Financial,
Inc. (collectively "Senior Lenders"), opposes the motion to
convert the case to a Chapter 7 case, or in the alternative to
appoint a Trustee.

According to the lenders, the Committee asserts that Debtors are
breaching their fiduciary duty to the Estates by assuming the
role of a liquidating agent for the secured creditors.  Behind
this assertion is the Committee's contention that the Debtors owe
their primary duty to unsecured creditors and no one else.  

Critical to the Motion is the Committee's conclusion that the
sale or liquidation of assets by a debtor in a Chapter 11 case is
somehow abhorrent.  The Committee's next assertion, that a debtor
in a Chapter 11 case is obligated to abandon assets which appear
over encumbered, is incorrect and fails to recognize other
benefits associated with a debtor's management of a Chapter 11

To the extent a sale of a debtor's assets in a Chapter 11 case
has the potential of resulting in a higher return than would be
otherwise be achieved outside of Chapter 11, the increased
reduction of the secured debt from that higher return equates to
a benefit to junior secured and unsecured creditors alike.  Based
upon the same unfounded assumptions limiting a Chapter 11
debtor's ability to maximize the value of its estate and
restricting its duties to only a particular class of creditors
while abandoning other creditors, the Committee further asserts
that fees incurred by Debtors' professionals are unnecessary.

In reaching this conclusion, however, the Committee fails to
recognize that potential benefits to be realized by the Estates
from the role Debtors' professionals have played in the case.  
The lenders point out that a Chapter 11 case or plan which
results in the liquidation of all of a debtor's assets is
permissible under the Bankruptcy Code.  At this stage of Debtors'
cases, it is premature to definitively pronounce whether a
Chapter 11 plan can or cannot be designed and confirmed.  By its
own admissions, the Committee has noted that potential avoidance
actions have not been explored.  Moreover, while preferable, a
Chapter 11 plan is not necessary to effectuate a liquidation
under Chapter 11.  

The Lenders conclude that Debtors' course of conduct remain
steadfast and that the case at this juncture remain under Chapter
11, rather than to submit to the ill-conceived motion by the
Committee, which is the only certain method of extinguishing any
hope for recovery for unsecured creditors.  

NEUROMEDICAL SYSTEMS: Losses Of $500,000 In July
Neuromedical Systems Inc. has reported a net loss in the
month of July 1999 of $651,752.  Financial statement filed
with the Bankruptcy Court for the District of Delaware,
the company showed net revenues of only $46,640.

PITTSBURGH PENGUINS: Lemieux Asks For Another Date
Attorneys for retired Pittsburgh Penguins star Mario
Lemieux have asked a judge for a third delay in closing the sale
of the team.

Lemieux needs more time to finalize settlement agreements with
investors, attorney Douglas Campbell said Monday.

U.S. Bankruptcy Judge Bernard Markovitz scheduled a hearing on
the extension request for Thursday. That's the deadline Markovitz
had set for the closing after attorneys twice requested
extensions in July.

Lemieux's investors, who have placed $50 million in an escrow
account to buy the team, won't release their money until the
settlements are wrapped up, Campbell said.

Campbell said the remaining issues should be resolved by next

Lemieux still must work out a Civic Arena managerial contract for
the team with Philadelphia-based landlord SMG Inc. The team filed
for bankruptcy in October.

William Daly, National Hockey League senior vice president of
legal affairs, said the delays should not be cause for concern.
He described the NHL's review of the sale as "substantially

PLANET HOLLYWOOD: Investor Group To Supply Necessary Funding
On August 17, 1999, Planet Hollywood International,
Inc. announced it had entered into an agreement in principle
with a subcommittee representing holders of its Senior
Subordinated Notes due 2005 and with an investor group
organized by Robert Earl, the company's founder and Chief
Executive Officer, to restructure the company's financial
position.  As part of the proposed agreement, the company's
$250 million Senior Subordinated Notes due 2005 would be
satisfied by issuing a combination of $47.5 million cash,
$60 million of new Secured Payment-In-Kind Notes, and new
common stock, which would give holders of the notes a 26.5%
equity stake in the reorganized company.

The investor group will invest $30 million to purchase a 70%
equity stake in the reorganized company and will assist in
obtaining a minimum $40 million bridge facility, which will
be secured by substantially all of the company's assets and
will receive 3.5% of the new common stock. The liens of
the Payment-In-Kind Notes will be subordinate to the New
Senior Secured Notes and up to $25 million for a working
capital facility. The proposed agreement is conditioned upon
acceptance by holders of not less than approximately $160
million of the notes.

On August 18, 1999, the New York Stock Exchange issued a press
release stating that it would apply to delist the company's
common stock.

SERVICE MERCHANDISE: Taps Peter J. Solomon Company Ltd.
To assist them in their reorganization plan efforts and advise
them with respect to their immediate and long-term business
prospects and the strategic alternatives that may be available to
maximize their enterprise value, the Debtors sought and obtained
Judge Paine's authority to retain the investment banking firm of
Peter J. Solomon Company Limited as their financial advisor in
these chapter 11 cases.

Specifically, Peter J. Solomon will provide:

(a) assistance in assessing the operating and financial
strategies for the Debtors' businesses;

(b) review and analysis of the Debtors' business plans and
financial projections including but not limited to testing
assumptions and comparing those assumptions to the historical
trends of the Debtors and the Debtors' industry;

(c) assistance with respect to the formulation and negotiation of
a plan of reorganization;

(d) providing a valuation of the Debtors in correction with a
plan of reorganization;

(e) in connection with advising the Debtors with respect to their
intermediate and long-term business prospects and strategic
alternatives that my be available to maximize the business
enterprise value, advising the Debtors on the risks and benefits
of considering a Transaction (as defined below);

(f) advise and assist the Debtors in connection with a possible
transaction (a "Transaction") or series of Transactions whereby
an ownership interest in the Debtors, in their business or in all
or any portion of their assets is transferred for consideration
if the Debtors' debt is restructured;
(g) review and analysis of any proposals received by the Debtors
from third parties regarding a Transaction;

(h) assistance and participation in negotiations with the Debtors
and/or any other parties in interest regarding a Transaction;

(i) assistance with the plan confirmation process, including the
preparation of expert testimony relating to financial matters, if
required; and

(j) the rendition of such other financial advisory and investment
banking services as may be agreed upon by PJSC and Service
Merchandise with respect to the foregoing.

PJSC will collect a $150,000 Advisory Fee for the month of
August; $125,000 per month for the months of September 1999
through March 2000; and $100,000 per month thereafter until the
earlier of confirmation of the plan or termination of the

Upon substantial consummation of a plan of reorganization
proposed by and prosecuted to confirmation, PJSC will receive a
$3,750,000 Reorganization Fee.  A Financing Fee equal to 1.0% of
any senior secured debt (excluding a refinancing of the DIP
Facility) the Firm arranges in connection with consummation of a
plan; 3.5% for any senior or subordinated unsecured debt
and 5.0% of any equity or hybrid capital raised by PJSC.   

In the event of a Transaction, the Debtors will pay a Transaction
Fee equal to:

Aggregate Consideration          Transaction Fee       Percentage
-----------------------          ---------------       ----------
$300,000,000                   $3,000,000             1.00%
350,000,000                    3,045,000             0.87%
400,000,000                    3,120,000             0.78%
450,000,000                    3,285,000             0.73%
500,000,000                    3,500,000             0.70%
550,000,000                    3,685,000             0.67%
600,000,000                    3,840,000             0.64%
650,000,000                    4,030,000             0.62%
700,000,000                    4,200,000             0.60%

75% of the Monthly Advisory Fees paid to PJSC will be credited
against any Reorganization Fee, Financing Fee, or Transaction Fee
to which PJSC may be entitled.  (Service Merchandise Bankruptcy
News Issue 15; Bankruptcy Creditors' Service Inc.)

SHOLODGE: Massachusetts Financial Holding 1.2% In Shares
Massachusetts Financial Services Company is the beneficial
owner of 1.2% of the outstanding shares of common stock of
Sholodge Inc., represented by 85,801 shares.  That financial
company has sole voting and dispositive power on the shares
indicated.  Of the 85,801 shares reported as being also held,
85,800 shares are also beneficially owned by MFS Series
Trust II - MFS Emerging Growth Fund as well as Massachusetts
Financial Services Company and 1 share is also beneficially
owned by certain other non-reporting entities as well as
Massachusetts Financial Services Company.

SMARTALK TELESERVICES: AT&T Suggests $4.5 M Less On Their Note
Smartalk Teleservices Inc., having filed Chapter 11 bankruptcy
proceedings in January of this year has filed its monthly
statement for the month of June 1999, with the Securities &
Exchange Commission.  The company, having sold and liquidated
most assets, shows no revenue but consolidated losses, debtor
and non-debtor subsidiaries reporting, of $1,277,393.

AT&T Corp. purchased substantially all the assets of the
company for the aggregate consideration of approximately
$145 million consisting of approximately $96 million in cash
and payment of approximately $9 million in indebtedness and
transaction costs and a $40 million promissory note issued
by AT&T in favor of Smartalk. The $40 million promissory note
is subject to adjustment pending completion of the company's
review of the closing statements and the purchase price
adjustment statement as well as in the event of certain claims
by AT&T. Although Smartalk and AT&T have not yet finalized
the closing statements, AT&T has suggested that the principal
amount of the note be reduced by $4,578,072 to $35,421,928.

In connection with the sale of substantially all of the
company's assets to AT&T, Smartalk recognized a loss on the
impairment and anticipated liquidation values of certain
assets that were excluded from the AT&T sale transaction. The
liquidation of such assets has not yet occurred.

SPECTRAN: Lucent Extends Tender Offer For Spectran Stock
Lucent Technologies has extended its tender offer for all
outstanding shares of SpecTran Corporation's common stock
for $9.00 per share until midnight Eastern time, Tuesday,
August 31, 1999.  Lucent said the offer was extended to give
stockholders additional time to tender their shares.

Lucent's tender offer had been scheduled to expire at midnight
Eastern time, Tuesday, August 24, 1999. The depositary for
the offer, The Bank of New York, has advised Lucent that
approximately 3,393,505 shares or 48.2 percent of SpecTran's
shares outstanding (41.3 percent of SpecTran's shares
outstanding on a fully diluted basis) had been tendered as
of 6:00 p.m. on August 24, 1999.

Lucent Technologies designs, builds and delivers a wide range
of public and private networks, communications systems and
software, data networking systems, business telephone systems
and microelectronics components. Bell Labs is the research
and development arm for the company.

SUNSTAR HEALTHCARE: Options For Possible Sale Of Securities
SunStar Healthcare Inc. is engaged in providing managed
healthcare services in the State of Florida by operating
a health maintenance organization through SunStar Health
Plan, Inc.  As originally organized, the company also operated
seven primary care medical centers through Brevard and First
Health.  On April 15, 1998, the company sold substantially
all the assets of Brevard and First Health, completing its
transformation from a "provider" of medical services through
its primary care medical centers to a "payor" for medical
services through its statewide HMO.

The company has reported revenues, in the three months ended
June 30, 1999, of $24,071,448 with net losses of $90,477.
In the same three month period in 1998 reported revenues were
$4,112,729 and net losses were $866,543.

The company is currently reviewing its options for possible
sale of additional equity securities as well as potential
merger and partnering opportunities. The company is giving no
assurances that it will be successful in raising additional
capital or entering into a business alliance. Further,
there can be no assurance, assuming the company successfully
raises additional funds or enters into a business alliance,
that the company will achieve profitability or that the
funds will be sufficient to sustain the company's losses.
If SunStar is unable to obtain adequate additional financing
or enter into such business alliance, it may not be able to
meet ongoing business operation needs.  To the extent that
the company's available cash resources are insufficient
to allow it to engage in operations sufficient to generate
meaningful revenues or achieve profitable operations, the
inability to obtain additional financing will have a material
adverse effect on the company.  Additional equity financing
may involve substantial dilution to the interests of the
company's existing stockholders.

TED PARKER: Court Approves Sale
Late last week the Bankruptcy Court for the District of Delaware
approved the $90 million sale of the majority of Ted Parker Home
Sales Inc. to Champion Enterprises, the largest mobile
home manufacturer in the United States and the main supplier to
Ted Parker, according to the Associated Press. Champion, Auburn
Hills, Mich., will buy back all Champion inventory owned by Ted
Parker Homes and its sister company, Carolina Home Sales Inc.
Champion also will buy the leases of 37 Ted Parker Homes' 42
retail centers in the Carolinas and Mississippi, and the
company may eventually buy the remaining leases. Ted Parker and
Carolina Home Sales filed for chapter 11 protection on July 22.
The sale is expected to be completed this week. (ABI 30-Aug-99)

VERTEX COMPUTER: March Losses Reported
Net sales of Vertex Computer Cable & Products Inc., for the
quarter ended March 31, 1999, were approximately $1,858,000.
Net sales include approximately $1,143,000 in revenues
generated from Vertex after the merger with DataWorld.
For comparison, Vertex's net sales for the three months ended
March 31, 1998 were approximately $2,203,000.The decrease
was a result of Vertex not having sufficient cash to procure
necessary materials for product delivery.

For the nine months ended March 31, 1999, Vertex's revenue
was reported at $3,302,061 with a net loss for the period
of $863,852.

Current assets of the company at March 31, 1999 were
approximately $2,924,000. However, the company had net working
capital deficiency of approximately $449,428 at that date.
The working capital at March 31, 1999 is not sufficient to
meet the company's current liquidity needs.  Under the Vertex
Plan of Reorganization, the company is required to pay the
unsecured creditors under a payment arrangement. Currently
the company has not made any payment and is said to be working
to extend or modify the payment terms.  It is also exploring
opportunities to further reduce operating costs and to obtain
additional sources of working capital.  There is no assurances
that new management will be successful in further reducing
operating costs or obtaining additional sources of working
capital. Total borrowings outstanding were approximately
$2,884,000 at March 31, 1999.

ZENITH ELECTRONICS: LG Electronics To Own Reorganized Company
Zenith Electronics Corporation filed a Chapter 11 bankruptcy
petition in the U.S. Bankruptcy Court in Wilmington, Delaware,
thus commencing its prepackaged plan of reorganization.
The company reports this was done "with the overwhelming
support of its creditors".  The company indicates that
with bondholder approval and financing in place, its filing
represents one of the final steps in Zenith's restructuring.

Jeffrey P. Gannon, Zenith president and Chief Executive
Officer said, "We are gratified by the extremely strong
support of our creditors in endorsing our plan to achieve
financial stability and to rebuild Zenith.  Our operational
restructuring - transforming Zenith into a sales, marketing,
and technology company - is proceeding on schedule."

The company said that of the creditors who voted in its
prepetition solicitation of consents, 97 percent of voting
bondholders voted in favor of the plan of reorganization. Under
the plan, current holders of the $103.5 million in principal
amount of the 6-1/4 percent Convertible Subordinated Debentures
will receive $50 million of new 8.19 percent senior debentures
maturing in November 2009.

As announced in April, Zenith has entered into a binding
agreement with Citicorp North America Inc. to provide a $150
million debtor-in-possession financing facility to cover
the period during the prepackaged court proceeding and a new
three-year, $150 million credit facility to cover the period
following the completion of the company's restructuring.

Under the plan, Zenith states that trade creditors and vendors
will not be impaired and will continue to be paid in the
ordinary course of business.  The company also expects to
continue to pay employees' pre-petition and post-petition
wages, salaries and benefits without interruption, and to
fulfill obligations to customers throughout the reorganization.
Additionally, under the plan, all outstanding common stock,
including that for which LG Electronics paid $380 million,
will be canceled, and no stockholders, including LGE, will
receive any distribution for their shares.

As part of the restructuring, the company's largest creditor,
LGE, has agreed to exchange $200 million of its claims for
100 percent of the newly issued equity of the reorganized
Zenith. In exchange for other claims, LGE will receive certain
operating assets and LGE New Restructured Senior Notes.
Following the restructuring, Zenith will be a wholly owned
subsidiary of LGE. "After emerging from the reorganization,
Zenith will have access to LGE's considerable research
and manufacturing resources, enhancing Zenith's strength
and ability to compete in the rapidly evolving television
industry," Gannon said.

Major elements of Zenith's operational restructuring -
establishing new sourcing agreements with world-class
manufacturers and de-emphasizing Zenith's own manufacturing
- have been completed. Zenith has closed or sold all of
its manufacturing operations except the Reynosa, Mexico,
TV assembly plant, which will be transferred to LGE as part
of the restructuring.

John Koo, vice chairman and chief executive officer of LG
Electronics, said, "LGE considers Zenith a very important
part of our North American business strategy. While from a
financial perspective, LGE's investment in Zenith has yielded
disappointing results, we are committed to participating in
this restructuring because we believe that a restructured,
refocused Zenith can be an effective competitor in the North
American television industry."

Zenith, based in Glenview, Ill., is a long-time leader in
electronic entertainment products. Zenith's largest stockholder
is LGE, a global leader in consumer electronics with operations
in 180 countries and annual sales of more than $9 billion. LGE,
which owns 55 percent of the company's outstanding shares,
acquired its majority interest in November 1995.

Meetings, Conferences and Seminars
August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

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
rate is $575 for six months delivered via e-mail. Additional
e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  

       * * * End of Transmission * * *