TCR_Public/990901.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
        Wednesday, September 1, 1999, Vol. 3, No. 169                                              
                           
                    Headlines

AMERICAN PAD & PAPER: Raj Tanna Takes New VP Positiion
AMERITRUCK: Hearing To Consider Disclosure Statement
APS: Commences Avoidance Actions Against Vendors For $4,942,000
ATC GROUP: Taps Houlihan, Lokey as Financial Advisors
BOSTON CHICKEN: Court Approves Sales

BOSTON CHICKEN: Delay in Filing Financials; PwC Concerned
CALIFORNIA COASTAL: Waste Management With Zero Stock In Co.
CAREWELL CORP: Ordered To Give Up Nursing Homes in Oklahoma
CENTENNIAL CELLULAR: Reports Rising Revenues
CRIIMI MAE: Seeks Extension of Exclusive Periods

CROWN BOOKS: Hopes to Emerge from Bankruptcy in September
CROWN BOOKS: Seeks Extension of Exclusivity
DEVLIEG BULLARD: Selling Powermatic Assets To Sunhill NIC
FILENE'S BASEMENT: Kronish Lieb To Represent Committee
GOLDEN BOOKS: Seeks Extension of Exclusivity

HURRICANE HYDROCARBONS: Loss of $12M For Quarter
ICON HEALTH: Net Loss Widens
INLAND RESOURCES: Announces Debt Restructuring
LONG JOHN SILVER'S: Extension To Assume/Reject Leases
LONG JOHN SILVER'S: To Close 28 Underperforming Restaurants

MONTGOMERY WARD: Trying To Resolve IRS Claims
MONTGOMERY WARD: Monthly Operating Report
NIKE INC: First Decline In Revenue In Five Years
OXFORD HEALTH: First Quarter Sees Slight Gain
PHILIP SERVICES: Considers Amending Restructuring Plan  

PLANET HOLLYWOOD: HPL To Write Off $ 67M
PREMIERE CARE PHYSICIANS: Files For Chapter 11 Protection
SERVICE MERCHANDISE: $9M Loss On $103M Sales For July
SERVICE MERCHANDISE: Seeks Approval of Letter of Credit Exchanges
SIRENA APPAREL: Secures Expanded Financing  

SOUTHERN PACIFIC: Announces Plan Confirmation
SUN HEALTHCARE: Work Slows On Sun Offices
TRANSTEXAS GAS: Hearing on Disclosure Statement
VIDIKRON TECHNOLOGIES: Sells Subsidiary Stock To Markland
WSR CORP: Court Authorizes Key Employee Severance Program

                   **********

AMERICAN PAD & PAPER: Raj Tanna Takes New VP Positiion
------------------------------------------------------
American Pad & Paper Company announced that it has named Raj
Tanna as Vice President of E*Commerce.  Mr. Tanna, 42, joins the
companyin a newly created position designed to be the focal point
to review, recommend and implement E*Commerce opportunities for
the company.  Prior to joining American Pad & Paper he held key
marketing and management positions with a number of high-tech
firms including: Advanced Micro Devices, Ross Microcomputer
Corporation and Cyrix Corporation.

"Raj Tanna has a proven high-tech background and has consistently
shown his ability to spearhead successful launches of new
programs and product lines," said Jay Swent III, Chief Executive
Officer of American Pad & Paper. "Raj will work closely with
marketing, sales, operations and corporate functions to ensure
that American Pad & Paper utilizes E*Commerce effectively to
provide a significant competitive edge in the marketplace.  I
believe Raj will expand our E*Commerce presence in all
areas of the company, and I look forward to E*Commerce being a
significant sales channel as we move forward."

American Pad & Paper Company is a leading manufacturer and
marketer of paper-based office products in North America.   
Product offerings include envelopes, writing pads, file folders,
machine papers, greeting cards and other office products.  The
key operating \ divisions of the company are Williamhouse, AMPAD,
and Creative Card.  Company revenues in 1998 were $662 million.


AMERITRUCK: Hearing To Consider Disclosure Statement
----------------------------------------------------
The US Bankruptcy Court for the Northern District of Texas,
Dallas Division scheduled a hearing to consider approval of the
debtors' amended Disclosure Statement for September 23, 1999 at
9:15 AM.


APS: Commences Avoidance Actions Against Vendors For $4,942,000
---------------------------------------------------------------
The Debtors have commenced adversary proceedings against:

Target Defendant                             Judgment Sought
----------------                             ---------------
Consolidated Manufacturing                          47,000
Dana Corporation                                 1,100,000
Exide Corporation                                  350,000
Federal Mogul Corporation                          350,000
Garner Automotive Products                         350,000
Reliable Automotive                                350,000
Pioneer, Inc.                                      395,000
Standard Motor Products, Inc.                [Undetermined]
Tenneco Automotive, Inc.                         1,500,000
Tomco Auto Products, Inc.                          150,000
Westling Manufacturing Co., Inc.                   350,000

to recover from these Vendors amounts the Debtors believe are
owed on account of rebates, refunds, volume purchase incentives
and the like. To the extent recoveries are obtained by the
Debtors on or before Ocotber 31, 1999, the proceeds are earmarked
for distribution to Class 4 Unsecured Creditors under the terms
of the Joint Liquidating Plan. (APS Bankruptcy News Issue 21;
Bankruptcy Creditors' Service Inc.)


ATC GROUP: Taps Houlihan, Lokey as Financial Advisors
-----------------------------------------------------
The debtors, ATC Group Services Inc., et al. seek a court order
authorizing the employ of Houlihan, Lokey, Howard & Zukin Capital
as Financial Advisors and investment banker.

The firm will:

Review the debtor's financial position, operations, liabilities
and assets and assist the debtors in their restructuring;

Assist in the finalization of the restruction strategy, related
valuation material and capital structure advice;

Assist in any negotiations and discussions with the debtors'
creditors and equity security holders;

Assist in the finalization of the disclosure statement and the
plan;

Assist the debtors in obtaining exit financing; and

Provide expert testimony and perform other financial consulting
services requested by the court, the debtors or their attorneys.

Under the terms of the fee agreement Houlihan is entitled to a
monthly advisory fee of $100,000 and a transaction fee of
$625,000 upon the completion of a transaction, which includes,
among other things, confirmation of the debtors' plan.


BOSTON CHICKEN: Court Approves Sales
------------------------------------
The Debtors sought and obtained Judge Case's permission to sell,
for in cash, their interests in:

Store Location                    Purchaser                Price
--------------                    ---------                ------
3600 West College Avenue      B & B Properties, LLC      $320,000
Grand Chute, WI

10827 Hull Street Road       Delta Capital               $675,000
Suite 101
Midlothian, VA         


BOSTON CHICKEN: Delay in Filing Financials; PwC Concerned
---------------------------------------------------------
Boston Chicken Inc. has again delayed the filing of its
financial statements for the most recent quarter due to the
formerly reported difficulties of providing acceptable and
satisfactory past data to PricewaterhouseCoopers, LLP.  The
auditing firm has voiced concern about the absence of 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.  As a result PricewaterhouseCoopers
indicates it would likely be unable to certify an opinion 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, PricerwaterhouseCoopers subsequently advised
the company it will not opine on the company's 1997 or other
prior period financial statements.  In addition, the auditing
firm has advised Boston Chicken 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.  The management of Boston Chicken says it
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 financial statements for the quarter ended July 11, 1999
on a timely basis.

The company has said the results of operations for the second
quarter of 1999 will not be comparable to the respective quarter
in 1998 due to the change in focus of the Boston Market
restaurant system from a franchise system to a predominantly
company-controlled system.


CALIFORNIA COASTAL: Waste Management With Zero Stock In Co.
-----------------------------------------------------------
The following entities no longer hold a stock interest in
California Coastal Communities Inc.:  Waste Management, Inc. (as
ultimate parent of Waste Management Holdings, Inc., Wheelabrator
Technologies Inc. and Resco Holdings Inc.), Waste Management
Holdings, Inc. (as parent corporation to Wheelabrator
Technologies Inc. and Resco Holdings Inc.), Wheelabrator
Technologies Inc. (in regard to shares directly held plus shares
indirectly held as sole stockholder of Resco Holdings Inc. and  
Resco Holdings Inc.  The divestiture of stock came about in
accord with a Call/Put Agreement between California Coastal
Communities Inc., Wheelabrator Technologies Inc. and Resco
Holdings Inc., dated April 8, 1999.  In the agreement California
Coastal Communities had the right to require Wheelabrator
Technologies Inc. and Resco Holdings Inc. to sell, and
Wheelabrator Technologies Inc. and Resco Holdings Inc. had the
right to require the company to buy, 1,226,608 shares of common
stock at $5.75 per share during the period commencing June
1, 1999 and terminating June 30, 1999.  Wheelabrator Technologies
Inc. sold, and caused Resco Holdings Inc. to sell, their
respective shares of common stock according to the Call/Put
Agreement on June 1, 1999.  As a result of the completion of the
transaction described, on June 1, 1999, none of Waste Management,
Inc., Waste Management Holdings, Inc., Wheelabrator Technologies
Inc. or Resco Holdings, Inc. beneficially own, directly or
indirectly, any shares of the company's common stock.


CAREWELL CORP: Ordered To Give Up Nursing Homes in Oklahoma
-----------------------------------------------------------
According to a newswire report, a federal bankruptcy judge has
ordered Oklahoma-based Carewell Corp. to give up all of its eight
nursing homes in the state; the company filed for bankruptcy
protection in March. Carewell runs senior citizen homes in Tulsa,
Lawton, Tuttle, Temple and Grandfield, Okla., and one facility in
Muscogee closed last week. (ABI 31-Aug-99)


CENTENNIAL CELLULAR: Reports Rising Revenues
--------------------------------------------
Centennial Cellular Corp., a Delaware corporation (together with
its direct and indirect subsidiaries), is one of the largest
independent wireless communications providers in the United
States and Puerto Rico. The company had approximately 1,726
employees as of May 31, 1999.

Revenue for the year ended May 31, 1999 was $369,151, an increase
of $133,335 or 57% over revenue of $235,816 for the year ended
May 31, 1998.  The loss before extraordinary item of $45,088 for
the year ended May 31, 1999 represents an increase of $13,141
from the loss before extraordinary item of $31,947 for the year
ended May 31, 1998. The company had a $35,079 extraordinary loss
on the early extinguishment of debt, net of income taxes
of $16,698 for the year ended May 31, 1999. These factors
resulted in a net loss of $80,167 for the year ended May 31,
1999, which represents an increase of $48,220, or 151%, from the
net loss of $31,947 for the year ended May 31, 1998.


CRIIMI MAE: Seeks Extension of Exclusive Periods
------------------------------------------------
The debtors, CRIIMI MAE Inc., et al. seek an order further
extending the periods within which the debtors have the exclusive
right to file plans of reorganization and solicit acceptances
thereof for a period of sixty days, through and including
November 10, 1999 and January 10, 2000, respectively.

The debtors claim that the complexity and size of these cases
alone constitute sufficient cause for extension of the exclusive
periods.

The debtors state that they are progressing toward reorganization
and have formulated an exit strategy that requires a sixty day
extension of the exclusive periods.  The debtor s state that a
further extension is needed to provide the debtors with a
sufficient opportunity to complete formulation of a consensual
plan of reorganization that will pay creditors in full, and that
such extension will not prejudice creditors.  The debtor points
out that despite fluctuation in interest rates that affect the
CMBS market, CMI has more than sufficient assets to pay allowed
unsecured claims in full.  Most importantly, the return on the
mortgages that underlie the debtors' collateral base continues to
be stable.  Finally, creditors are not prejudiced because they
may, at any time, seek to shorten the exclusive periods upon
proper motion.


CROWN BOOKS: Hopes to Emerge from Bankruptcy in September
--------------------------------------------------------
Crown Books Corp., Landover, Md., plans to emerge from chapter 11
late next month, according to The Washington Post. The discount
book retailer, which operates 92 stores, hopes to reclaim its old
niche as bare-bones discount chain, seeking to emphasize lower
prices while mocking the giant book store chains such as Borders
and Barnes & Noble, which now offer coffee shops and poetry
readings. An informal survey of Washington area stores shows
that Crown is underselling the big chains on bestsellers, along
with some other books. Analysts argue that it will be difficult
for Crown or anyone else to emerge in today's market,
particularly since Crown has not gone online. Crown filed chapter
11 in July and has since reduced operating expenses by $25
million. The company plans to buy new titles directly from
publishers instead of distributor Ingram Book Group to save
money, but the publishers must trust that Crown is a healthy
company for that plan to work. Crown expects to emerge from
chapter 11 in late September with funding from the Primus Multi-
Sector Credit Master Fund, part of the New York investment firm
Shenkman Capital. (ABI 31-Aug-99)


CROWN BOOKS: Seeks Extension of Exclusivity
-------------------------------------------The debtors, Crown
Books corporation, and its affiliates seek an
order extending the debtors' exclusive periods within which to
solicit acceptances to the joint plan of reorganization.

The debtors seek an extension through and until such time as the
court enters an order regarding confirmation of the plan.
The debtors seek the extension to allow the debtors additional
time to complete the solicitation and confirmation process.


DEVLIEG BULLARD: Selling Powermatic Assets To Sunhill NIC
---------------------------------------------------------
On August 20, 1999, DeVlieg-Bullard, Inc. entered into a
definitive asset purchase agreement, between the company and
Sunhill NIC Company, Inc., in which Sunhill NIC Company, Inc.
will purchase all of the assets of the company's Powermatic
division. The purchase price for the assets is $5,800,000,
subject to adjustment based on the value of certain assets as
of the closing, payable in cash. Consummation of the acquisition
is subject to a number of conditions, including the approval of
the Bankruptcy Court for the Northern District of Ohio.

The company has entered into an agreement with the CIT
Group/Business Credit Inc. and BNY Factoring LLC to provide the
company with debtor-in-possession financing.  The agreement is
intended to refinance existing senior secured debt as well as to
provide loans for working capital and general corporate purposes.

The company filed for Chapter 11 protection as a result of
liquidity problems and an inability to obtain new financing under
acceptable terms. It is currently seeking buyers for certain non-
core assets in order to reduce its outstanding debt.

DeVlieg-Bullard is a diversified industrial concern specializing
in manufacturing, tooling, servicing, upgrading, automating, and
remanufacturing precision-engineered machine tools. The company
also manufactures a variety of power tools for niche industrial
and home hobbyist markets.


FILENE'S BASEMENT: Kronish Lieb To Represent Committee
------------------------------------------------------
The Boston Globe reports on August 31, 1999 that one week after
filing for bankruptcy protection the retail chain's largest
unsecured creditors met to select a law firm and an accounting
firm to represent them in Chapter 11 proceedings. Kronish Lieb
Weiner & Hellman of New York was tapped by a committee of
creditors to be its lead law firm.  The firm's first job is to
"get our arms around the company," said Jay Indyke, a partner at
Kronish Lieb. The creditors' committee also selected BDO
Seidman of New York to be its accounting firm, Indyke said.
Under Chapter 11 protection, Filene's Basement has an opportunity
to draw up a reorganization plan for its business. The
reorganizaton plan requires the approval of the US
Bankruptcy Court, and it's easier to win court approval of the
plan if it has the support of creditors. Filene's Basement, a 55-
store chain based in Wellesley, sought bankruptcy protection
after some of its vendors stopped shipping merchandise out of
fear they wouldn't be paid. Last week, the US Bankruptcy Court in
Boston granted the retailer preliminary approval for a
special credit line that should ease Filene's Basement's
immediate cash-flow problems and could persuade vendors to resume
shipments.


GOLDEN BOOKS: Seeks Extension of Exclusivity
--------------------------------------------
The debtors, Golden Books Family Entertainment Inc., et al. seek
an order granting an extension of the debtors' exclusive period
to solicit acceptances to their proposed plan of reorganization.

The confirmation hearing has been adjourned to September 1, 1999,
which falls after the expiration of the initial 180-day exclusive
period.  The debtors believe it necessary to obtain an extension
to the later of September 24, 1999 or the date the confirmation
hearing is concluded.  The debtors state that this extension will
facilitate the debtors' efforts to confirm the plan and prevent
any undue disruption to the confirmation process.


HURRICANE HYDROCARBONS: Loss of $12M For Quarter
------------------------------------------------
Hurricane Hydrocarbons Ltd. announces its unaudited results for
the three months ending June 30, 1999. All amounts are
expressed in U.S. dollars unless otherwise indicated.

With total revenue of $ 24.4 million, the company reported a net
loss of $12.0 million and a cash flow from operations deficit of
$6.7 million for the three months ended June 30, 1999.  This
represents a loss of $ 0.27 per share and a cash flow deficit of
$0.15 per share based on an average of 44.5 million shares
outstanding during the quarter.  These results compare with those
for the quarter ended June 30, 1998 which were total revenues of
$53.5 million, net income of $3.3 million and cash flow from
operations of $ 15.5 million.

The severe cash shortages faced by the Company during the first
part of the second quarter resulted, on May 14, 1999, in
Hurricane and its wholly owned subsidiary, Hurricane Overseas
Services Inc., filing for and being granted protection from their
creditors under the Companies' Creditors Arrangement Act
("CCAA"). As referred to in Hurricane's news release dated August
27, 1999, the original CCAA Order has now been extended to
September 20, 1999. The CCAA Order gives the Company the
opportunity to implement its restructuring plan and stays all
legal proceedings for that period of time.


ICON HEALTH: Net Loss Widens
----------------------------
ICON Health & Fitness, Inc. ("ICON") announced its financial
results for its fiscal year ended May 31, 1999. In connection
with its release of financial results, ICON further announced
that it is extending the expiration date for its exchange offer
and consent solicitation for its 13% Senior Subordinated Notes
due 2002, the 15% Senior Secured Discount Notes due 2004 of IHF
Holdings, ICON's immediate parent company, and the 14% Senior
Discount Notes due 2006 of ICON Fitness Corporation, IHF
Holdings' immediate parent company until 5:00 p.m., New York City
time, on September 8, 1999.

ICON's net sales decreased by $ 39.1 million, or 5.2%, from $
749.3 million in 1998 to $ 710.2 million in 1999. ICON had a net
loss of $ 24.7 million in 1999 compared to a net loss of $ 9.5
million in 1998. The decrease in sales was primarily attributable
to inventory reduction by a group of key customers which
either suffered severe financial difficulty, such as Service
Merchandise, or left the product category, such as Best Buy. This
decrease in sales was partially offset by increases in sales to
some of our other customers, such as Sears.  

EBITDA for 1999 was $ 45.3 million compared to $ 40.5 million in
1998. EBITDA adjusted to exclude a $ 10.5 million write-off of an
account receivable from Service Merchandise due to its bankruptcy
was $ 55.8 million in 1999. ICON's gross profit for 1999 was $
196.2 million, or 27.6% of net sales.  In 1998, gross profit was
28.5% of net sales at $ 213.6 million, excluding a
non-recurring cost of $ 0.3 million. The decrease in gross profit
was primarily attributable to lower fixed cost absorption due to
volume decreases.  

As of August 23, 1999, ICON had outstanding revolving credit
borrowings of $ 148.2 million and $ 9.6 million of unused
availability under its existing credit facility. ICON's ability
to meet short-term cash requirements is based on continued
collections of trade receivables and extension of credit from
both its banks and vendors. The amount of availability under
ICON's existing credit facility is determined under the
borrowing base formula, which was amended as of July 31, 1999.  
ICON is presently engaged in an exchange offer with concurrent
consent solicitation for 100% of its 13% Notes, 100% of the 15%
Notes of IHF Holdings and 100% of the 14% Notes of ICON Fitness
Corporation. The exchange offers are part of an overall
plan to restructure ICON's balance sheet that includes a proposed
$40 million equity investment from affiliates of Bain Capital,
Credit Suisse First Boston and members of existing management and
a new $ 300 million senior credit facility. The exchange offers
and consent solicitations are being made on substantially the
terms previously announced. Other terms and conditions of the
exchange offers are set forth in an Exchange Offer and Consent
Solicitation Statement dated July 28, 1999, as supplemented by a
Supplement to Exchange Offer and Consent Solicitation Statement
dated August 30, 1999.  The timely consummation of the exchange
offers and the related transactions, including the proposed
equity investment and new credit facility, are critical to ICON's
continuing viability. However, there can be no assurance that the
exchange offers will be consummated.

In connection with ICON's release of its financial results, ICON
is extending the expiration date for its exchange offer and
consent solicitation for its 13% Notes, the 15% Notes of IHF
Holdings and the 14% Notes of ICON Fitness Corporation.  

The exchange offers and consent solicitations will now expire at
5:00 p.m., New York City time, on September 8, 1999, and the
withdrawal termination date has been extended to the new
expiration date.

  
INLAND RESOURCES: Announces Debt Restructuring
----------------------------------------------
Inland Resources Inc., a gas and oil producer in Pleasant Valley,
Utah, announced last week that it has completed a debt
restructuring agreement with lenders and shareholders, according
to the Desert News. "We had too much debt, we were overleveraged
and this was a way for us to deleverage the balance sheet," said
Dave Donegan, Inland's manager of corporate development.
With the restructuring agreement expected to be completed by the
end of September, Inland Resources may have avoided a bankruptcy
filing. Due to the drop in crude oil prices last November, Inland
laid off 15 employees. The company planned to merge with Flying J
Inc. but both companies agreed to cancel the arrangement in May
when they could not agree on the value of various assets. (ABI
31-Aug-99)


LONG JOHN SILVER'S: Extension To Assume/Reject Leases
-----------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order extending the time within which the debtors must assume or
reject unexpired leases of nonresidential real property.  The
time within which the debtors may assume or reject unexpired
leases of nonresidential real property is extended to and through
the earlier of the Effective Date of the debtors' amended joint
plan of reorganization and September 20, 1999.


LONG JOHN SILVER'S: To Close 28 Underperforming Restaurants
-----------------------------------------------------------
Long John Silver's Restaurants Inc., which is operating under
bankruptcy protection, said Monday it will close 28
"underperforming" restaurants.

The Lexington, Ky., concern said the sale is part of an ongoing
review of its operations and is unrelated to its pending
acquisition by A&W Restaurants Inc.

In June 1998, the quick-serve seafood and chicken chain filed for
protection from its creditors under Chapter 11 of the U.S.
Bankruptcy Code.  At the time, the company closed 74
underperforming restaurants and has been monitoring all of its
restaurants as part of its usual business operations.

Long John Silver's agreed in March to be purchased by A&W
Restaurants, of Farmington Hills, Mich., and equity partner
Grotech Capital for an undisclosed amount.

Long John Silver's operates about 1,250 restaurants in 37 states.


MONTGOMERY WARD:

The Internal Revenue Service filed proofs of claim against the
Debtors for $167,492,688.14, asserting liability based on a pre-
petition audit of MW Corp. for tax years 1991 through 1996.

For the past year, the Debtors have been engaged in extensive
negotiations with both the appeals office of the IRS, which has
jurisdiction over tax years 1991 through 1996, and the audit
office of the IRS, which has jurisdiction over tax years 1994
through 1996.  Through these discussions, the parties have made
significant progress in resolving the disputed issues.  In
particular, in July 1998, the Appeals Office orally agreed to
the following:

(1) the IRS would resolve the Bad Debt Issue for the entire audit
period by requiring the Debtors to change to the cash method of
accounting in 1996 and take an additional amount of approximately
$80 million income in four equal annual installments, also
beginning in 1993, to effect the change and

(2) in exchange for the Adjustments, the IRS would concede the
Fee Issue and the Cost of Goods Sold Issue.  

The Oral Agreement with the Appeals Office has not yet been
reduced to writing because the settlement of the underlying
issues also must be coordinated with the Audit Office, which
retains jurisdiction over tax years 1994 through 1996.  

In recent weeks, the Audit Office has informally indicated its
concurrence to the terms of the Oral Agreement.  The Debtors
currently are working with the Appeals Office and the Audit
Office to formalize the global settlement of all applicable tax
years pursuant to a Closing Agreement, the IRS document normally
employed in these circumstances.

Based on the Oral Agreement and subsequent negotiations, the
Debtors believe that they are close to finalizing the Closing
Agreement with the Appeals Office and the Audit Office to resolve
the IRS Claim as an unsecured priority tax claim in the amount of
$5,874,647, representing $195,971 in income taxes for the taxable
years in question plus $5,678,676 in accrued interest through the
Petition Date.  The Debtors believe that the Agreed Amount
represents an accurate liquidation of its actual tax
liabilities for the taxable years in question and the remaining
terms of the Closing Agreement based substantially on the Oral
Agreement will resolve all disputed issues with the IRS relating
to pre-petition liabilities in a manner consistent with the best
interests of the Debtors and their estates and creditors.

The Debtors note that, notwithstanding this substantial progress
in reaching an agreement with the Appeals Office and the Audit
Office, the final resolution of the IRS Claim is contingent upon
execution of the Closing Agreement and the review of the Closing
Agreement by the Joint Committee on Taxation of the United States
Congress.  Although the Debtors hope to complete negotiations
with the Appeals Office and the Audit Office on the terms of a
Closing Agreement in the coming weeks, there is no assurance that
the Closing Agreement will be reviewed quickly by the Joint
Committee.  

In the meantime, the IRS Claim remains pending in these cases in
an amount that the Debtors and the IRS now agree is substantially
overstated.  With that in mind, and to permit adequate reserves
to be established under the Joint Plan and allow plan
distributions to be made without unnecessary delay on account of
Government delays, the Debtors sought and obtained
Judge Walsh's authority to enter into the Closing Agreement with
the Government and the Court's approval of its terms.  


MONTGOMERY WARD: Monthly Operating Report
-----------------------------------------
Montgomery Ward Holding Corp. reports on its consolidated
statement of income - for the month ending July 3, 1999:

Net Sales, including leased and licensed depts. Of $235,000,000
Net Loss (147,000,000)
                                                  

NIKE INC: First Decline In Revenue In Five Years
------------------------------------------------
Nike's principal business activity involves the design,
development and worldwide marketing of high quality footwear,
apparel, equipment, and accessory products. Nike is the largest
seller of athletic footwear and athletic apparel in the world.
The company sells its products to approximately 20,000 retail
accounts in the United States and through a mix of independent
distributors, licensees and subsidiaries in approximately
110 countries around the world. Virtually all of its products are
manufactured by independent contractors. Most footwear products
are produced outside the United States, while apparel products
are produced both in the United States and abroad.

Fiscal year 1999 revenues declined for the first time in five
years, dropping 8% to $8.78 billion.  Net income increased 13% to
$451.4 million.  Net income included a net pre-tax restructuring
charge of $45.1 million, $27.3 million after taxes.  Despite an
overall revenue decline, net income increased 13% over the prior
year. An improved gross margin percentage, reduced selling and
administrative expenses, along with a lower net restructuring
charge in fiscal 1999 compared to the prior year, primarily drove
this increase. Excluding both the 1999 and 1998 restructuring
charges, the company's net income was relatively flat year on
year. Continued cost control activities and the effect of
improved inventory levels on its margins were key factors that
offset the effects of reduced revenues.

As mentioned, revenues decreased for the first time in five
years. In the United States, revenues declined by 8%, Asia
Pacific's revenues reduced by over a third compared to last year,
while Europe revenues increased 8%. A considerable amount of
effort was put into improving product buying patterns and, as a
result, the composition and levels of inventory resulted
in improved gross margins relative to a year ago. The activities
associated with the fiscal 1998 restructuring charge helped to
reduce selling and administrative expenses in fiscal 1999 by
nearly $200 million. The company indicates it is continuing to
evaluate its cost structure in light of existing and planned
revenue levels. In fiscal 1999, it took specific action to
improve operating efficiencies and reduce costs. Some of these
actions resulted in a restructuring charge in fiscal year 1999,
as noted above.


OXFORD HEALTH: First Quarter Sees Slight Gain
--------------------------------------------------------
Oxford Health Plans Inc.'s revenues consist primarily of
commercial premiums derived from its Freedom Plan and Liberty
Plan, health maintenance organization, preferred provider
organizations and reimbursements under government contracts
relating to its Medicare+Choice programs (and, prior
to 1999, its Medicaid programs), third-party administration fee
revenue for its self-funded plan services and investment income.

In the three months ended March 31, 1999, the company had net
revenues of $1,060,305 with reported net income of $3,213.  In
the first quarter 1998, comparable period, net revenues were
$1,229,623 but the company experienced net losses of $45,302.


PHILIP SERVICES: Considers Amending Restructuring Plan  
------------------------------------------------------
Philip Services Corp., Ontario, Canada, announced yesterday that
it is considering procedural amendments to its restructuring
plan, which it filed under chapter 11 in the District of Delaware
and under the Companies' Creditors Arrangement Act (CCAA) in
Toronto, according to a newswire report. Mr. Justice Blair of the
Ontario Superior Courts of Justice released a decision on Aug. 27
on the jurisdiction where claims could be asserted. His decision
provides that Canadian creditors who have claims only against the
parent company are entitled to assert their claims within the
context of the CCAA proceedings. Under Philip's current
restructuring plan, only claims against its Canadian subsidiaries
would be addressed under the CCAA, with claims asserted against
the parent company and its U.S. subsidiaries to be addressed
under chapter 11 in the United States. Philip Services and its
lending syndicate are reviewing the judge's decision and
considering alternatives in response to the court's decision. Any
potential amendments to the plan will not change the company's
position to protect employees, clients and trade suppliers. (ABI
31-Aug-99)

PLANET HOLLYWOOD: HPL To Write Off $ 67M
----------------------------------------
HOTEL Properties Ltd (HPL) plans to make provisions of $ 67.5
million to write down the value of its investment in troubled
theme-restaurant operator Planet Hollywood.

HPL, which is controlled by Singapore tycoon Ong Beng Seng, said
in a statement on Friday that the provisions will be booked as an
extraordinary loss in the current financial year.

These provisions are expected to reduce HPL's consolidated net
tangible asset value per share by about 7.5 per cent to $ 1.83 on
a pro forma basis.

HPL said the decision was made after 50 per cent-owned arm
Leisure Venture was informed by Planet Hollywood International
Inc (PHII) about its plans for financial restructuring through a
Chapter 11 bankruptcy filing in the US.

PHII is negotiating with holders of its US$ 250 million (S$ 425
million) senior subordinated debt and other creditors to
restructure its financial position.

As part of the restructuring plan, PHII proposed that all
existing shares be cancelled and exchanged for 200,000 warrants
exercisable for new common stock in the reorganised company
within three years.

Leisure Venture owns 12.65 million PHII shares, representing
about 12 per cent of the US restaurant chain's issued and paid-up
share capital.  Last week, substantial shareholder Saudi
billionaire Prince Alwaleed bin Talal said he would pump US$ 10
million into the movie-themed chain.


PREMIERE CARE PHYSICIANS: Files For Chapter 11 Protection
---------------------------------------------------------
THE SATURDAY OKLAHOMAN reports on August 28, 1999 that
Premiere Care Physicians, an Oklahoma City professional
corporation, filed for Chapter 11 protection from creditors
Friday in U.S. Bankruptcy Court in Oklahoma City.

The group listed assets of $ 2.2 million and total debts of $
2.08 million. There were about 450 creditors listed, including
major hospitals. Deaconess Hospital was the largest creditor
listed with a $ 620,865 claim. An attorney for the company and
company President M.S. Shakir couldn't be reached for comment
late Friday.


SERVICE MERCHANDISE: $9M Loss On $103M Sales For July
-----------------------------------------------------
Service Merchandise Company Inc., as debtor-in-possession, has
rendered its operating statement for the month of July 1999.  Net
revenues were reported to be $103,094 with net loss resulting of
$9,050.


SERVICE MERCHANDISE: Seeks Approval of Letter of Credit Exchanges
-----------------------------------------------------------------
Using the Letter of Credit Subfacility set-up under the DIP
Financing Facility, the DIP Lenders have issued letters of credit
to replace pre-petition letters of credit with post-petition
letters of credit when necessary to secure obligations to
creditors.  

Prior to the Petition Date, The Chase Manhattan Bank issued two
L/C's for $8,000,000 to secure the Debtors credit obligations.  
The Debtors were prepared to replace those pre-petition L/C's
with post-petition L/C's until the beneficiaries to those two
L/C's balked.  The beneficiaries complained that they were
unwilling to accept replacement L/C's without specific court
approval of the exchange.  

The Debtors point-out that L/C's issued under the DIP Facility
carry lower fees than the Debtors were able to obtain pre-
petition -- and will certainly be cheaper than having to renew
the Chase L/C's and backstop them by new L/C's issued in Chase's
favor.   

Accordingly, the Debtors ask Judge Paine for specific authority
to exchange the L/C's and make it clear that the beneficiaries'
rights are not prejudiced by the exchange in any way. (Service
Merchandise Bankruptcy News Issue 9; Bankruptcy Creditors'
Service Inc.)


SIRENA APPAREL: Secures Expanded Financing  
------------------------------------------
The Sirena Apparel Group, Vernon, Calif., announced yesterday
that it has received an expanded financing commitment from
Foothill Capital Corp., according to a newswire report.
Sirena Apparel, which filed chapter 11 in June, has been
operating as a debtor-in-possession with a limited financing line
from Foothill, but based on the company's recent operating
performance and projections for the new swim wear season,
Foothill agreed to extend financing through June 30, 2000. The
financing is subject to the bankruptcy court's approval. Sirena
Apparel is a designer, manufacturer and marketer of branded and
private label swimsuits, intimate apparel and resort well under
brands that include Anne Klein, Liz Claiborne, Elisabeth
Sirena, Rose Marie Reid, Hang Ten and Jezebel. (ABI 31-Aug-99)


SOUTHERN PACIFIC: Announces Plan Confirmation
---------------------------------------------
Judge Elizabeth Perris (Bankr. D. Ore.) confirmed July 7 Southern
Pacific Funding Corp.'s Second Amended Plan of Reorganization.

The plan provides for the sale of the estate's interest in
certain derivatives(commonly referred to as residuals) and the
payment of unsecured creditors over time.

When it filed Chapter 11 Oct. 1, 1998, the debtor listed assets
and liabilities in excess of 1 billion. SPFC was in the business
of purchasing, selling and originating residential mortgage
obligations.

John Casey Mills and David W. Herscher of Miller, Nash, Wiener,
Hager & Carlsen LLP in Portland, Ore., and Patrick A. Murphy and
Ellen A. Friedman of Murphy Sheneman Julian & Rogers in San
Francisco served as counsel to the debtor.

Thomas B. Walper, Mark Shinderman and Stuart N. Senator of
Munger, Tolles & Olson LLP in Los Angeles served as counsel to
the creditor's committee. John Durkheimer of Lane, Powell,
Spears, Lubersky, LLP in Portland served as local counsel to the
committee.

The junior and senior indenture trustees were represented by
Carole Neville of Pryor Cashman Sherman & Flynn LLP and Gregg D.
Johnson of AterWynne, LLP, respectively.


SUN HEALTHCARE: Work Slows On Sun Offices
-----------------------------------------
The Albuquerque Journal reports on August 28, 1999, Saturday
That progress has slowed on construction of financially troubled
Sun Healthcare's $65 million corporate office complex, the
company said Friday. And construction of the last piece of the
project, a parking garage for 285 cars, was canceled.

"We don't have a definite time line for when the construction
will be completed. We've slowed down the pace to work through our
financial issues," Sun spokeswoman Karen Gilliland said.

Sun Healthcare Group Inc. is continuing to evaluate whether it
will file for protection from creditors under Chapter 11 of the
U.S. Bankruptcy Code. The Albuquerque-based nursing-home group
hasn't made a decision on its course of action financially,
Gilliland said.  Gerald A. Martin Ltd., the general contractor on
the Sun building, also is comfortable with the slower pace,
according to Gilliland.

"Everything is fine," said Fred Gorenz, Sun project manager for
Gerald Martin. "We're doing everything that needs to be done."
Sun Healthcare's corporate neighbors said they have seen a
smaller work force at the construction site in the past month.
But some said they hadn't seen any workers in about a week.
Meanwhile, Sun said the last piece of its $65-million expansion a
parking structure with 285 spaces at the northeast corner of Pan
American and Masthead NE would not be built.

The corner is currently occupied by an office building owned by
Sun and leased by Sivage Thomas Homes until December. Sivage
Thomas realized a few months ago that Sun wasn't going to build,
said Michael Sivage, the builder's chief executive officer.
"All indications previous to that was that they needed the space
so they could occupy all the space in their new building," he
said.  Sivage Thomas is moving about a hundred yards south by the
end of the year. "We bought the land about five or six years ago.
We always anticipated we would move there," Sivage said. He added
that his company has outgrown its present facility.

Sivage Thomas' new home will include a 6,500-square-foot design
center and a 3,000-square-foot meeting room.  Sun's shares rose
2.5 cents to close at 40 cents in over-the-counter trading
on Friday.


TRANSTEXAS GAS: Hearing on Disclosure Statement
-----------------------------------------------
The hearing to consider approval of the disclosure statement of
TransTexas Gas Corporation et al. will be held at US Bankruptcy
Court, Wilson Plaza North 615 Lepoard Street, Corpus Christi,
Texas 78476 on September 27, 1999 at 9:00 AM.


VIDIKRON TECHNOLOGIES: Sells Subsidiary Stock To Markland
---------------------------------------------------------
On August 24, 1999, Vidikron Technologies, Inc. sold all of the
outstanding shares of common stock of its United States
subsidiary, Vidikron of America, Inc., to Markland LLC under the
provisions of a stock purchase agreement dated August 5, 1999
between the company and Markland. The purchase price for the
shares was $50,000, subject to adjustment based upon
the fair market value of the shares as of August 5, 1999, as
determined by an independent appraisal.

In connection with the sale of the shares, the company entered
into a license agreement with Vidikron of America, Inc. to
license the "Vidikron" trademark, tradename and all other
intellectual property rights of the company in certain
territories.


WSR CORP: Court Authorizes Key Employee Severance Program
---------------------------------------------------------
By order entered on August 12, 1999, the US Bankruptcy Court for
the District of Delaware entered an order authorizing the
debtors, WSR Corp., R&S Strauss, Inc., National Automotive
Stores, Inc. and National Auto Stores Corp. to implement a key
employee severance program.


                   **********

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co- published by
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Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

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