TCR_Public/990916.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       Thursday, September 16, 1999, Vol. 3, No. 179                                              

AAMES FINANCIAL: Overview Of Operations During Fiscal Year
ACTION INDUSTRIES: Announces Resolution To Involuntary Petition
APS TECHNOLOGIES: Proceeds With Suit Against Drive Maker
CRIIMI MAE: Dividend To Be Paid in New Series of Preferred Stock
GULF STATES STEEL: Ernst & Young, LLP Out, Arthur Andersen LLP In

HARVARD INDUSTRIES: Agrees To Sell Unit To Hutchinson For $115M
HARVEY ELECTRONICS: 43.5% Of Common Stock Acquired
IMAGYN MEDICAL: DIP Shows Loss In Month Of July
LATTICE SEMICONDUCTOR: Seligman Fund Holds 14.12% Of Stock

MASCO CORP: British, U.S. & Cayman Islands Interests Hold Stock
MERCURY AIR: Reports Increased Revenue for 4th Quarter
MFC BANCORP LTD: Baupost Group Owns Over One Million Shares
MONTGOMERY WARD: Waiting For a Profit

NEW WORLD COFFEE: Investment In 5.25% Of Stock By BET Associates
NEWCARE HEALTH: Seeks Court Okay to Auction All Its Assets
PACIFIC INTERNATIONAL: Signs Agreement for $1 Million Financing
PACIFIC LINEN: Closing Stores; Hundreds Out of Work
PASADENA YMCA: Shuts Its Doors; Atty General Investigating

PERENNIAL HEALTH: Reports $5.7M Loss For Year
PLAY BY PLAY TOYS: Heartland Advisors Reports Holding No Stock
PLUMA: Seeks To Extend Exclusivity
SINGER: Brazilian Branch Declares Bankruptcy
TELEPAD: Motion For Status Conference Order

TRANSTEXAS: Applies To Employ State Tax Consultants
UNIHEALTH: To Sell Six Physician Organizations
VENCOR: Approval of First-day Orders
VENCOR: Condensed Consolidated Balance Sheet
WORLDWIDE DIRECT: Seeks Approval of Sale of Certain Inventory


AAMES FINANCIAL: Overview Of Operations During Fiscal Year
Aames Financial Corporation, a leader in subprime home equity
lending, reports a net loss of $248 million from operations for
the fiscal year ended June 30, 1999.  Part of the loss has been
attributed by the company to the effects of a $194 million write
down in the second quarter to reflect revaluation of residual
assets on its balance sheet. The company also announces that as
part of its new loan disposition strategy, it successfully
completed a $400 million mortgage loan securitization in
August, which represents its first securitization since the
quarter ended September 30, 1998.

Mani Sadeghi, Aames' Chief Executive Officer, stated, "Most
importantly the company obtained an equity investment commitment
from Capital Z Financial Services Fund, II, L.P. to invest up to
$126.5 million in the company, of which $101.5 million has
already been received. This equity investment paved the way to
recapitalizing the company and making necessary adjustments to
our balance sheet."

"In addition to the operational actions taken, management
adjusted the assumptions used to value its residual assets during
the second fiscal quarter ended December 31, 1998, reflecting
negative market conditions, as well as new FASB guidelines,
recording a $194 million write down on these assets.  Finally,
the results for the year include a prolonged period
during which the company was effectively precluded from its
traditional financing source, the asset backed securities market.
From September, 1998 through the end of the past fiscal year, the
company relied on whole loan sales. Gains recorded from whole
loan sales are generally lower than the gains recorded for

"Our goal going forward is to focus origination activities in our
core franchises while implementing a balanced funding strategy
using securitization and whole loan sales. The successful
completion last month of our first securitization in three
quarters represents a significant step in that direction,"
Sadeghi added.

Aames Financial Corportion reported a net loss of $248 million,
for the fiscal year ended June 30, 1999, compared to net income
of $28 million, for the fiscal year ended June 30, 1998. Total
revenue for the year, including the effects of the $194 million
write down in the second quarter, was a loss of $16.2 million, as
compared to income of $266 million in fiscal 1998. The write down
of residual assets was caused in part by negative market
conditions which adversely affected the prepayment, loss
and discount rate assumptions historically applied by the company
in estimating the value of its residual assets. The company also
changed to the "cash-out" method from the "cash-in" method for
the treatment of credit enhancements relating to
securitizations in accordance with new FASB guidelines. While the
total amount of the revenue recognized over the term of the
securitization is the same under either method, the cash-out
method results in lower initial gains and higher subsequent loan
service revenues. Revenue for the year excluding the write-down
was $170 million, down 36% from 1998, reflecting
the company's reliance on whole-loan sales for cash during the
last three fiscal quarters of 1999. The decrease in total revenue
also reflects the lower gains on sale resulting from the $13.5
million hedge losses on the company's $650 million
securitization closed in the quarter ended September 30, 1998.

The company sold $1.89 billion of loans in the fiscal year ended
June 30, 1999, compared to $2.45 billion in the prior year. Of
the total amount of loans sold during the year, $650 million were
sold in securitizations and $1.24 billion in whole loan sales for
cash, compared to $2.03 billion in securitizations and $416
million in whole loan sales in the prior year. The company did
not complete a securitization during the quarters ended
December 31, 1998, March 31, 1999, and June 30, 1999. In August
1999, the company completed a securitization of $400 million of
mortgage loans. A significant amount of the loans sold in the
August securitization were comprised of loans held
for sale as of June 30, 1999.

Total loan production for the year in the company's core retail
and broker production channels increased by $215 million over
1998's totals. Neil Kornswiet, Aames President, noted, "Loan
production growth was hindered by the company's restricted
warehouse capacity during the middle part of the year. Our retail
production increased from $636 million in 1998 to $770
million in 1999.  The company's decentralized retail network,
which commenced operations in March 1998 contributed to this
growth. Broker production increased from $1.1 billion in 1998 to
$1.2 billion in 1999. Correspondent production decreased
from $646 million in 1998 to $241 million in 1999 reflecting our
decision to eliminate bulk purchases because such loans have
performed more poorly than loans originated from our core
operations and because we have considered the asking prices for
these loans to be unattractive."

Compensation expense for the fiscal year ended June 30, 1999,
decreased 15.5% to $80.2 million, due primarily to personal
reductions on a company-wide basis. General and administrative
costs increased $19.9 million, reflecting increased operating
costs resulting from expansion of the company's branch network
(some of which was later cut back) and a number of non-recurring
increases in legal and other professional costs
related primarily to the negotiation and closing of the company's
equity and debt agreements.

The company also recorded a one-time, nonrecurring charge of $37
million during the year related to servicing advances which are
recorded as accounts receivable on the company's balance sheet.
The charge relates to payments made by the company to the
securitization trusts for which it acts as servicer, in
accordance with its obligation to advance or loan to the
trusts the delinquent interest. The company, as servicer, is
entitled to recover these advances from regular monthly cash
flows into the trusts. During the year, Aames determined that a
portion of these advances were not recoverable from the
trusts' monthly cash flows and as a result, accounts receivable
were written down by $37 million.

During 1999, the company began to explore ways to reduce the cash
burden of its servicing advance obligations. During April, the
company entered into a sub-servicing arrangement with a third-
party servicer with respect to $388 million of loans. The third
party servicer also agreed to make future advances on those
loans. In June 1999, the company entered into an
arrangement with an investment bank to purchase outstanding
advances against substantially all the company's pre-1999
securitization trusts and make a significant portion of
future servicing advances on those trusts.

Aames Financial Corporation currently operates 101 branches
serving borrowers in 37 states, plus the District of Columbia.
Its broker division operates 35 offices serving 28 states.

ACTION INDUSTRIES: Announces Resolution To Involuntary Petition
Action Industries, Inc. (OTCBB: AACZ) (the "company") announced
that on September 10 the pending involuntary bankruptcy petitions
against the company and General Vision Services, Inc. ("GVS"), an
affiliate of the company, and the pending motions for appointment
of a trustee under Chapter 11 of the Bankruptcy Code were
resolved consensually.  Under a Stipulation and Order approved by
Judge Stuart M. Bernstein of the United States Bankruptcy Court
for the Southern District of New York, the Company and GVS have
consented to the entry of orders for relief under Chapter 11. Jim
Jedrlinic will continue to serve as the chief executive officer
of the company and GVS, and shall manage the day-to-day
operations of GVS.

A management committee composed of Jedrlinic, Shaul Kopelowitz, a
director of the company, and Ralph Balsamo of Richard A. Eisner &
Co., a New York accounting firm, has been appointed. Any business
decisions or transactions outside of the ordinary course of
business will be subject to the approval of a majority of the
committee and the Bankruptcy Court. The committee is also to
conduct a search for a new chief financial officer and a chief
operating officer for GVS. The committee will function until a
plan for reorganization for the company and GVS is confirmed and
becomes effective, or further order of the Bankruptcy Court.  
Under the Stipulation and Order, for the next ninety days, any
plan of reorganization filed by the company and GVS will
require the consent of the Official Committee of Unsecured
Creditors.  If a joint plan is not filed within ninety days, for
thirty days immediately thereafter the company and GVS shall have
the exclusive right to file plans of reorganization, and to
solicit acceptances for sixty days after such filing, unless
otherwise ordered by the Bankruptcy Court.  Action Industries,
Inc., through GVS, is engaged in the retail optical business,
providing a full range of vision care products and services
through GVS-owned stores and independent panel members.

APS TECHNOLOGIES: Proceeds With Suit Against Drive Maker
The Kansas City Business Journal reports on August 13, 1999 that
the bankruptcy estate of APS Technologies, a mail-order company
that sold its own line of computer data storage and backup
products, is suing the California manufacturer of disk drives the
company claims drove it to bankruptcy.

APS, which filed for Chapter 11 protection in January 1998, wants
to be compensated for thousands of faulty drives supplied by
Micropolis Corp., which is also in bankruptcy.

A trial is scheduled in Los Angeles in September.

Brian Fenimore, a lawyer with Lathrop & Gage who represents the
APS bankruptcy estate, said APS's $ 6.9 million unsecured claim
against Micropolis is expected to be the largest to go to trial.

"Our committee of unsecured creditors, and the debtor, believe
it's a meritorious claim and we should get something for it,"
Fenimore said.

APS officials allege that thousands of disk drives the company
bought from Micropolis between Aug. 31, 1995, and Nov. 18, 1996,
were faulty. APS, which installed the disk drives in its own
products, said it received complaints on at least 45 percent of
the drives.

According to court records, Micropolis resisted APS when it began
asking to have the drives repaired or replaced.

Micropolis either claimed the drives were not faulty and would
not fix them, or, when APS sent the drives to Micropolis to be
repaired, Micropolis simply repackaged them without fixing them
and returned them, APS's filing states.

APS officials allege that some disk drives that were repackaged
this way became the source of repeated complaints from customers.
ST Chatsworth PTE Ltd. purchased the Micropolis name in March
1996, eight months before the disk drives problems dissipated.
The original operation was renamed StreamLogic Corp.
According to court records, APS filed a complaint against
StreamLogic and the new Micropolis on May 28, 1997. APS sought
damages for breach of contract, breach of express warranty and
breach of implied warranty from both companies.

The company had negotiated a settlement with the new Micropolis
and expected to receive approximately $ 2.5 million. But in
November 1997, the new Micropolis filed for Chapter 11 bankruptcy
and settlement talks were terminated.

StreamLogic filed for bankruptcy in June 1997 and reorganized in
March 1998. APS had claimed that it was owed $ 6.7 million by
StreamLogic. But Fenimore said APS settled that claim for
approximately $ 3.5 million.

Fenimore said APS expects to collect 10 cents to 20 cents on the
dollar from the StreamLogic bankruptcy estate.

When APS filed for bankruptcy 1 1/2 years ago, the company
reported assets of $ 12.3 million and liabilities of $ 12.8
million. The assets of APS were sold to Oregon-based La Cie Ltd.
in March 1998. The company is still operating in Kansas
City under the APS name.

CRIIMI MAE: Dividend To Be Paid in New Series of Preferred Stock
The board of directors of CRIIMI MAE Inc. (NYSE: CMM) yesterday,
September 14, 1999, declared a dividend for common shareholders
of record as of October 20, 1999.  The dividend will be payable
on November 5, 1999 in up to an aggregate of 1.61 million shares
of a new series of $10 Face Value Series F Redeemable Cumulative
Dividend Preferred Stock (the "Series F Dividend Preferred
Stock") (NYSE: CMM-PrF).  The distribution is designed to
satisfy the Company's remaining federal income tax obligation for
the 1998 tax year.

Holders of record of each share of CRIIMI MAE common stock will
be entitled to receive 3/100ths of a share of the new Series F
Dividend Preferred Stock (i.e., three shares of Series F Dividend
Preferred Stock for every 100 shares of common stock held).  
Series F Dividend Preferred Stock will be issued in whole
shares, with shareholders receiving cash from a transfer agent
for their fractional share interests at a price equal to the
average sales price of all aggregated fractional shares sold by
the transfer agent, less transaction costs. The Series F Dividend
Preferred Stock will be convertible into shares of common
stock during two, 10-business day windows: the first commencing
on November 15, 1999, and the second commencing on January 21,
2000.  Conversions will be based on the volume-weighted average
of the sale prices of the common stock for the 10-trading days
prior to the date converted, subject to a floor of 50% of the
volume-weighted average of the sale prices of the common stock on
November 5, 1999.  At the end of the second conversion period,
February 4, 2000, all conversion rights of Series F Dividend
Preferred stockholders will expire.

The Series F Dividend Preferred Stock provides for cash dividends
at an annual fixed rate of 12%.  The first dividend will be paid
no earlier than the end of the calendar quarter in which the
Company's anticipated plan of reorganization becomes effective,
and no more than quarterly thereafter. Series F Dividend
Preferred Stock is redeemable at the Company's option after
November 5, 2000 at a price of $10.00 per preferred share plus
accrued dividends.

On October 5, 1998, CRIIMI MAE Inc. and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.  Before
filing for reorganization, the Company had been actively involved
in acquiring, originating, securitizing and servicing multi-
family and commercial mortgages and mortgage related assets
throughout the United States.  Since filing for Chapter 11
protection, CRIIMI MAE has suspended its loan origination, loan
securitization and CMBS acquisition businesses.  The Company
continues to hold a substantial portfolio of subordinated CMBS
and, through its servicing affiliate, acts as a servicer for
its own as well as third party securitizations.  While the
Company is in bankruptcy, the symbol for the Series F Dividend
Preferred Stock will appear as QCMM Pr F on the NYSE tape.

GULF STATES STEEL: Ernst & Young, LLP Out, Arthur Andersen LLP In
On September 2, 1999, Ernst & Young, LLP resigned as Gulf States
Steel Inc.'s independent accountant.  Ernst & Young's report on
the company's financial statements for the fiscal year ended
October 31, 1998 included an explanatory paragraph describing an
uncertainty regarding Gulf States Steel's ability to continue as
a going concern.

On September 3, 1999, the company engaged Arthur Andersen LLP as
its independent accountant.

HARVARD INDUSTRIES: Agrees To Sell Unit To Hutchinson For $115M
The Detroit News reports on September 14, 1999 that Harvard
Industries Inc., an auto parts supplier to Ford Motor Co. and
General Motors Corp., agreed to sell a unit that makes rubber
seals for cars to France's Hutchinson SA for $ 115 million in
cash to pay off debt.

Harvard said in May that it might sell its Kingston-Warren unit,
which also makes weather stripping and plastic seals, and use the
proceeds for long-term debt and acquisitions. Lebanon, N.J.-based
Harvard emerged from Chapter 11 bankruptcy last year, and is
selling unprofitable parts units to focus on more profitable
sales to aerospace and construction-equipment makers.

Kingston-Warren, based in Farmington Hills, has 1,300 employees
and factories in Virginia, New Hampshire and Tennessee.

HARVEY ELECTRONICS: 43.5% Of Common Stock Acquired
Harvey Acquisition Company, LLC has acquired 1,422,034 shares of
common stock of Harvey Electronics Inc. with sole voting and
dispositive power thereupon.  The number of shares held
represents 43.5% of the outstanding shares of common stock of
Harvey Electronics Inc.

Michael E. Recca, member of and sole manager of Harvey
Acquisition Company, LLC holds sole voting and dispositive power
over 8,333 shares of Harvey Electronics common stock, and shares
the voting and dispositive power on the 1,422,034 shares
mentioned above.  Taken totally this gives Mr. Recca
43.6% of the outstanding shares of common stock of the company.

IMAGYN MEDICAL: DIP Shows Loss In Month Of July
Since filing for Chapter 11 bankruptcy protection Imagyn Medical
Technologies, Inc. have operated as debtors-in-possession.  As
such the company has filed its most recent monthly financial
statement.  For the month of July 1999 the company reported
revenues of $2,994 with net losses of $2,813.

A special meeting of stockholders of International Tourist  
Entertainment Corporation, will be held on Saturday, October 16,
1999, at 12:30 p.m. local time, in the "Remember When Theater" at
the  company's facility at 3562 Shepherd of the Hills Expressway,
Branson,  Missouri 65616.  In addition to the matters to be acted
upon at the meeting there will be a report with respect to the
progress of the company and an opportunity for stockholders to
ask questions.

The Notice of Special Meeting of Stockholders and Information  
Statement may be found at
edgar?0000096313-99-000137 on the Internet, free of charge.

LATTICE SEMICONDUCTOR: Seligman Fund Holds 14.12% Of Stock
J. & W. Seligman & Co. Incorporated, as investment adviser for  
Seligman Communications and Information Fund, Inc., beneficially
owns 3,351,546 shares of common stock of Lattice Semiconductor  
Inc.  The shares reported here as belonging to J. & W. Seligman &
Co., Inc. include those shares separately reported below by the
Fund.  The corporation holds shared voting power with William C.
Morris on 3,309,750 shares and shared dispositive power with Mr.
Morris on the total number of 3,351,546.  This amount
represents 14.12% of the outstanding shares of common stock of
Lattice Semiconductor Inc.

William C. Morris, as the owner of a majority of the outstanding
voting securities of J. & W. Seligman & Co. Incorporated, is
deemed to beneficially own the shares reported here.  As a
result, the shares reported as beneficially owned by William C.
Morris include those shares separately reported as belonging to
J. & W.Seligman & Co., Inc.

Seligman Communications & Information Fund, Inc. holds shared
voting and dispositive power over 2,370,000 shares representing
9.98% of the outstanding common stock of Lattice Semiconductor.

Maryland Personal Physicians Inc., a Baltimore-based doctors
group that serves a large portion of central Maryland, filed for
chapter 11 protection last week, The Baltimore Business Journal
reported. The group cited reduced Medicare reimbursements and the
crash of the Medicare HMO industry. During the past year, the
group has had losses of more than $7 million. Maryland Personal
Physicians is the third Baltimore-area physician practice
management group to face serious financial problems in the last
year. Doctors Health Inc., Owings Mills, Md., filed for
bankruptcy last November, and Flagship Health, the local
affiliate of Physicians Quality Care Inc., has been dissolving
since April. (ABI 15-Sept-99)

MASCO CORP: British, U.S. & Cayman Islands Interests Hold Stock
Buckingham Limited Partnership, Cabinets Today, Inc., Windsor
Trust and Malcolm S. Healey share voting and dispositive power
over 26,173,979, or 5.9%, of the outstanding common stock of
Masco Corporation.  The Beverley Settlement has sole voting and
dispositive power on 15,456,337 shares, representing 3.5% of the
outstanding shares of common stock.

Malcolm S. Healey is a citizen of the United Kingdom (British),
the Windsor Trust, Cabinets Today, Inc. and Buckingham Limited
Partnership claim Ohio registry, while The Beverley Settlement is
in the Cayman Islands.

Cabinets Today, Inc., as the general partner of Buckingham,
Windsor Trust, a trust established for the benefit of Malcolm
Healey and the sole shareholder of Cabinets Today, Inc., and
Malcolm S. Healey, the grantor of Windsor Trust may be deemed to
beneficially own, and to share voting and dispositive power in
respect of  the 26,173,979 shares held by Buckingham.

The Beverley Settlement, a trust established for the benefit of
Malcolm Healey's children, holding 15,456,337 shares of common
stock, causes Mr. Healey to be deemed beneficial owner of the
15,456,337 shares held by The Beverley Settlement.  However,  Mr.
Healey and each of the other Buckingham reporting entities
disclaim beneficial ownership as to the shares of common
stock held by The Beverley Settlement and The Beverley Settlement
disclaims beneficial ownership as to the shares of common stock
held by Buckingham.

MERCURY AIR: Reports Increased Revenue for 4th Quarter
Mercury Air Group, Inc. (Amex: MAX; PCX) announced today that
revenue for the 1999 fourth quarter was $61,767,000, up 24.6%
from $49,571,000 for the same quarter of fiscal 1998. Net income
in the fourth quarter ended June 30, 1999 was $1,564,000, or
$0.24 per share basic and $0.18 per share diluted, compared to
$1,779,000, or $0.25 per share basic and $0.18 per share diluted
for the fourth quarter of fiscal 1998.

Net income for fiscal 1999 was $5,939,000, or $0.89 per share of
common stock basic and $0.68 per share diluted, up from net
income for fiscal 1998 of $3,027,000, or $0.42 per share basic
and $0.38 per share diluted.  Results for last year, fiscal 1998,
were impacted by the bankruptcy of a major customer. Gross
margins for the fiscal 1999 were 14.3% of revenue, up from 11.7%
in fiscal 1998 and 8.3% in fiscal 1997.

Net income in the fiscal 1999 fourth quarter includes an
extraordinary charge of $228,000, or $0.03 per share basic and
$0.02 per share diluted related primarily to repurchases during
the quarter in the open market of the Company's 7-3/4%
Convertible Subordinated Debentures due February 1, 2006. Net
income in fiscal 1999 includes an extraordinary charge of
$483,000, or $0.07 per share basic and $0.05 per share diluted
related primarily to these Debenture repurchases during the year.

For the fiscal year ended June 30, 1999, revenue was $224,675,000
compared to revenue of $240,111,000 for fiscal 1998.  Revenue for
1999 was impacted by lower fuel prices and lower volume of fuel
sold throughout the year, partially offset by revenue increases
in fixed base operations, cargo operations, government
contract services and the company's airline information
technology software company.

"We are proud to report that the revenue increases we posted in
the fourth quarter of fiscal 1999 represent a revenue increase in
every sector of our Mercury family of businesses," said Seymour
Kahn, Chairman of the Board of Mercury Air Group, Inc., adding,
"The higher gross margins we achieved for the fiscal year
resulted from our ability to add value to our customers
while managing for internal growth and profitability."

Joseph A. Czyzyk, President and CEO of Mercury, added, "Our
service businesses, including fixed base operations, cargo
operations, government contracts and information technology,
continue to gain growing importance in their overall contribution
to Mercury's operating income."  Mercury Air Group, Inc. is a
worldwide provider of aviation petroleum products, cargo
services, aviation information technology and support services
to international and domestic commercial airlines, general
aviation and U.S. government aircraft.  Mercury was founded in
1956 by three members of the American Volunteer Group in China,
better known as the AVG Flying Tigers.

MFC BANCORP LTD: Baupost Group Owns Over One Million Shares
The Baupost Group, L.L.C. reports holding sole voting and
dispositive power over 1,248,350 shares of common stock of MFC
Bancorp Ltd., representing 10.35% of the outstanding shares of
common stock of the company.  Baupost also reports that SAK
Corporation and Seth A. Klarman hold no beneficial ownership in
the stock.

The Baupost Group, L.L.C. is a registered investment adviser.  
SAK Corporation is the Manager of The Baupost Group, L.L.C. and
Seth A. Klarman, as the sole Director of SAK Corporation and a
controlling  person of Baupost Group, L.L.C., may be deemed to
have beneficial  ownership under Section 13(d) of the securities
beneficially owned by  Baupost Group, L.L.C.

The stock includes securities purchased on behalf of a registered
investment company and various limited partnerships.

MONTGOMERY WARD: Waiting For a Profit
The Chicago Tribune reports on September 15, 1999 that Montgomery
Ward is repositioning itself after emerging from bankruptcy.

The article states that Roger Goddu, CEO, won't be happy until
the company posts a profit. Goddu's cautiousness is well-founded,
retail experts say.

The retailer's first-quarter loss of $106 million was a big
disappointment considering Wards' efforts to improve merchandise
and clean up its stores. Wards didn't release its second-quarter
numbers because it is now 100 percent owned by GE Capital Corp.,
which doesn't break out numbers for individual units. In fact,
no further financial reports on Wards will be forthcoming.

The job of repositioning merchandise hasn't been easy. Many of
the brand-name apparel-makers that Wards would like to carry have
turned it down, worried that being associated with Wards would
hurt their reputations.   But Wards is winning some converts.
Manufacturers such as Bassett Furniture Industries Inc. and
Broyhill Furniture Co. are selling the chain their latest
Mission-style and French country looks. Recliners, once a Wards
mainstay, are still available, but their presence is being
downplayed in favor of a more contemporary look.

The retailer's sales associates are doing a good job of selling
high-end home entertainment systems instead of the small,
commodity-end TV sets that Wards used to push in its weekly ad

Heading into the important holiday season, Wards will have 43
remodeled stores finished, at a cost of $1 million to $2 million
apiece. And by the first half of 2000, nearly a third of Wards'
252 stores, which do half the chain's volume, will be sporting a
new look.

Not even Goddu believes that GE Capital--the financial-services
arm of General Electric Co. that typically invests in high-
growth, high-return businesses--wants to own the retail chain for
long.   "This isn't a fit," Goddu admits. But a viable exit
strategy isn't handy. No investment banker would try to take
Wards public in its present money-losing condition. Selling it to
another retailer wouldn't fly for the same reason. That leaves GE
Capital with little choice but to run Wards for the foreseeable
future.  That's OK with GE Capital, said spokesman John Oliver.

NEW WORLD COFFEE: Investment In 5.25% Of Stock By BET Associates
BET Associates, L.P. holds 538,095 shares of the common stock of
New World Coffee Manhattan Bagel Inc, representing 5.25% of the
outstanding common stock of the company.  BET has sole voting and
dispositive power over the shares.

Bruce E. Toll also has sole voting and dispositive power over the
538,095 shares, and additionally beneficially owns, with sole
voting and dispositive power, another 19,250 shares.  The total
number of shares held by Mr. Toll represent 5.44% of the
outstanding shares of common stock of the company.

Mr. Toll is the sole member of BRU LLC, a Delaware limited
liability company, which is the sole general partner of BET.  The
principal business of BET is investing in businesses.  Mr. Toll's
principal occupation is as Vice-Chairman of Toll Brothers Inc., a
publicly-traded company engaged primarily in the business of
developing and constructing residential real estate.

On November 19, 1998, BET entered into a Term Loan Agreement with
New World Coffee, under the terms of which BET agreed, subject to
the satisfaction of certain conditions, to loan $5 million to the
company.  By the terms of the Agreement, BET received (1) 250,000
shares of New World's common stock on or about November 19, 1998;
250,000 shares of the company's common stock on
or about February 19, 1999; 250,000 shares of the company's
common stock on or about May 19, 1999; and 250,000 shares of the
company's common stock on or about August 19, 1999; (2) 76,190
shares of the company's common stock on or about August 19, 1999;
and (3) a warrant to purchase 1,000,000 shares of the company's
common stock. On July 16, 1999, BET transferred the
Warrant to Jack I. Zalkind.

Effective as of August 24, 1999, New World implemented a one-for-
two combination of the company's common stock (a reverse stock
split) which reduced the outstanding number of the its shares of
common stock by one-half. As a result and as of August 30, 1999,
BET held 538,095 shares of the company's common stock in accord
with the Agreement. On August 30, 1999, New World repaid BET
under the Agreement and the Agreement was terminated.

On July 14, 1999, Mr. Toll purchased 11,000 shares and 27,500
shares of New World's common stock through two separate brokers'
transactions.  Following the reverse stock split, Mr. Toll held a
total of 19,250 shares of the common stock as a result of the
brokers' transactions.

BET and Mr. Toll indicate they have acquired the 557,345 shares
of New World's common stock for investment purposes and intend to
evaluate the performance of such securities as an investment in
the ordinary course of business.

The Agreement provided that BET could nominate one designee to
New World's Board of Directors. In March of 1999, Mr. Tannenbaum
was nominated by BET and elected to the company's Board of

NEWCARE HEALTH: Seeks Court Okay to Auction All Its Assets
Following five days of emergency hearings, Newcare Health Corp.
is asking the court to approve an auction of substantially all of
the company's nursing homes and increase the amount of Newcare's
post-petition financing by $3 million in order to pursue the
auction. A proposed order was submitted to the U.S. Bankruptcy
Court in Worcester, Mass., this morning. (The Daily Bankruptcy
Review and ABI September 15, 1999)

PACIFIC INTERNATIONAL: Signs Agreement for $1 Million Financing
Pacific International Enterprises Inc., Long Beach, Calif.,
announced that it has reached a conditional preliminary agreement
with a lender and is working to finalize documents to secure a
$1 million line of credit based on account receivable financing
and advances against letters of credit. CFO Anthony D. Broughton
said that the company expects to file a motion within several
days for court approval on the financing. Pacific International,
which manufactures sports boards, filed chapter 11 last week.
(ABI 15-Sept-99)

PACIFIC LINEN: Closing Stores; Hundreds Out of Work
The National Post(formerly The Financial Post) reports on              
September 14, 1999 that Pacific Linen, Canada's largest specialty
bed and bath chain, is closing its 19 stores in Canada and
another 10 in the United States, putting hundreds of people out
of work.

Liquidators will be coming into the chain's stores over the
coming weeks to clear merchandise at the Seattle, Wash.-based
chain, which operates stores in Canada from British Columbia to

'We've been told that we are to clear the stores of merchandise,'
said Claire Tookey of Century Services Inc., a liquidator based
in Calgary, which is acting as an agent for a U.S.-based
liquidator, Universal Capital Group of Minneapolis.

Ms. Tookey said she doesn't know exactly how many employees will
be affected, but given that there are '19 stores in Canada, the
number should be significant, perhaps three or four hundred.'

A representative of Pacific Linen confirmed the store closings
but referred other questions to the liquidator. Michael Catain of
Universal Capital said an announcement will be coming this week.

Pacific Linen opened its latest store less than a year ago in
Ajax, Ont. It was meant to be the prototype for future stores in
the Canadian market. Despite being a U.S.-based company, it had
plans to focus its growth in Canada.

One source suggested the firm has been having financial problems
recently, despite an infusion of cash and a restructuring after
Pacific Linen came out of bankruptcy protection in December,
1997. 'They haven't been paying their bills to us in a long, long
time,' said the source, who works for one of the chain's

Industry analysts suggested that Pacific Linen's woes stem from
the tremendous growth in the big-box bath and linen stores,
especially the growth of category-killer chains like Bed, Bath
and Beyond.

The decision to close the chain, which was founded in 1980, comes
less than two years after Pacific Linen came out of Chapter 11
bankruptcy protection under new management. Blaming its woes on a
large chunk of poorly chosen real estate, Pacific Linen was
forced to close a number of stores and seek shelter in April,
1996, from creditors after amassing $32.1-million (US) in debt.

It was acquired by veteran U.S. retailer Scott Hessler and was
given an infusion of $8.5-million as part of the court-approved
reorganization. Canadian specialty retailer Dylex Ltd. had a 4%
stake in Pacific, but a spokesman said the company gave up its
position during the first restructuring.

PASADENA YMCA: Shuts Its Doors; Atty General Investigating
The California Attorney General's office is investigating the
Pasadena Family YMCA, which has shut its doors amid increasing
debt, The Los Angeles Times reported. The Attorney General's
charity division seized the Y's computer records last month, and
25 of the 26 board members resigned. YMCA officials blame the
financial problems on excessive spending by former CEO
James B. Black during his tenure, including an inoperative
$400,000 computer system, an 18-person corporate office in
downtown Pasadena, executive retreats and leased Ford Crown
Victoria, which Black still drives, although he left the Y three
months ago. He said the lease was part of a retirement package he
negotiated, and he has it until November. After he left on June
3, an audit team came in to review the records. The $1 million in
debt was announced at an Aug. 19 meeting of the YMCA, and that's
when the 25 board members resigned. (ABI 15-Sept-99)

PERENNIAL HEALTH: Reports $5.7M Loss For Year
Perennial Health Systems, Inc. (OTC Bulletin Board: PHSS), an
owner/operator of skilled nursing facilities and an independent
provider of various therapy services to long-term care providers,
today announced results for its fourth quarter and year ended May
31, 1999.

The Company reported a net loss of $5,714,000, or 43 cents per
share, for the year ended May 31, 1999 compared with net income
of $615,000, or 5 cents per share, for the prior year.  Revenue
for the year was $13,694,000 versus $18,687,000 last year.

The Company reported a fourth quarter net loss of $4,797,000, or
36 cents per share, versus a net loss of $206,000, or 1 cent per
share, in 1998.  For the quarter, revenue was $3,219,000 compared
with $4,310,000 a year ago.

Management attributed the losses for the year and fourth quarter
to significant bad debt write-offs and the change to the federal
government's Prospective Payment System (PPS) for Medicare
reimbursement.  PPS generally provides a standard payment with
certain limitations rather than the former cost-based system.

According to David W. Lester, Perennial's chief financial
officer, the Company wrote off or provided an allowance for
nearly $4 million in uncollectible accounts during the fourth
quarter of 1999.  The write-offs were the result of several large
customers, including three that filed for protection under
bankruptcy statutes, that were unable to pay Perennial.
The Company also wrote off nearly $700,000 in unrecoverable
intangible costs and provided for over $400,000 in litigation
settlement costs.

Lester said, "The Company has been negatively impacted by the
Medicare reimbursement changes imposed by the new PPS upon
providers of skilled nursing home services.  Most of our
collection issues have been a direct result of several therapy
services customers (skilled nursing facilities) not being
able to react quickly enough to PPS.  As a result, many of them
faced financial difficulties, which has created problems for us
when collecting for those services."

David V. Hall, Perennial's chairman and CEO, said, "Our goal
since the end of fiscal 1999 has been to put these disappointing
financial results behind us and move forward." Since the year-
end, Perennial has been able to raise short-term working capital
and lease a skilled nursing facility in Wisconsin to add to its
other profitable facility in Indiana.

"We have several potential nursing home acquisitions and leases
on the drawing board," Hall added.  "By being selective with our
acquisition targets, we believe there are some outstanding
opportunities as a result of the fallout related to the
implementation of PPS."

In June 1998, Perennial announced its decision to form a
wholly-owned subsidiary, Perennial Health Management, Inc., to
acquire, operate and manage the Company's nursing home
properties.  Several members of Perennial's management team have
experience managing and operating nursing homes.

Hall said, "We gained a significant advantage by entering the
nursing home business when we did because we had an opportunity
to study and understand the new reimbursement rules.  Our
greatest challenge right now, due to the current state of the
nursing home industry, is to get the necessary financing in
place to close quality deals."

Perennial Health Systems is an operator of skilled nursing
facilities and an independent provider of various therapy
services to long-term care providers in the southeastern United

PLAY BY PLAY TOYS: Heartland Advisors Reports Holding No Stock
Heartland Advisors, Inc., an investment advisor, is reported as
no longer holding shares of common stock in the Play By Play Toys
and Novelties Inc. company.

PLUMA: Seeks To Extend Exclusivity
The debtor, Pluma Inc., seeks to extend its exclusivity periods
for an additional ten days.  It is the opinion of the debtor and
the Bank Group that all creditor constituencies would best be
served liquidating the assets of the debtor in the Chapter 11
proceeding because the realization from the liquidation process
would be significantly greater through a confirmed plan of
liquidation.  The parties need a short period of time to
completely resolve any issues that might exist concerning the
liquidation budget that is being prepared by consultants to the
Bank Group in conjunction with the management of the debtor.  
This process should be completed no later than September 24,

SINGER: Brazilian Branch Declares Bankruptcy
The Brazilian branch of the sewing machines manufacturer Singer
disclosed an official statement announcing that it also requested
bankruptcy protection proceedings similar to Chapter 11 of the US
bankruptcy code.

The deliberation follows the measure announced on Monday by the
US headquarters of The Singer Company.

In the statement, the Brazilian board of directors assesses that
the measure adopted in the US is expected to further aggravate
the difficulties the company is facing in Brazil.

TELEPAD: Motion For Status Conference Order
The Chapter 11 trustee of the debtor, Telepad Corporation, Kurt
F. Gwynne, seeks a combined hearing on approval of the Disclosure
Statement with the Hearing on Confirmation of the plan or, in the
alternative, reducing the time periods to allow prompt Disclosure
Statement and Confirmation Hearings, and setting September 15,
1999 as the date by which the Trustee Shall solicit acceptances
of the plan.

TRANSTEXAS: Applies To Employ State Tax Consultants
The debtors Transtexas Gas Corporation, et al. seeks court
authority to hire Trinity Petroleum Consultants, Ltd. as state
tax consultnats nunc pro tunc.

Trinity's fee for its services is 15% of all amounts of state tax
refunds or credits received as described in a Consulting
Agreement with a maximum fee of $2 million.

UNIHEALTH: To Sell Six Physician Organizations
Physician management specialist UniHealth will sell
six doctor groups that serve some 650,000 Californians in the
latest shakeout of California's managed health-care industry.

UniHealth, California's biggest manager of physician groups,
announced on Monday that it will sell the medical groups as part
of a previously announced plan to become a charitable foundation
focusing on health-care education and indigent care.

Last year UniHealth sold its hospital business, which included
Northridge Hospital Medical Center in Los Angeles.

But the sale also comes as a time of financial turmoil for
medical groups that provide health care for an estimated 23
million Californians. Within the past year two of the state's
largest medical groups, MedPartners Provider Network and FPA
Medical Management, have filed for bankruptcy protection.

A California Medical Association report released last week
predicted that 90 percent of the state's doctor groups were
headed for bankruptcy or closure. Since 1996, there have been 115
medical group bankruptcies and closures, the report said.

Such groups accept fixed monthly fees from health plans to
provide care for patients, but rising medical costs have made it
difficult for many to keep costs low enough to turn a profit.

"It's been a difficult business everybody who's gotten into it,"
said Jay Harris, an investment banker at Cain Bros., a San
Francisco firm hired to help arrange the sale of UniHealth's six
physician groups.

The six groups that will be sold include Miramar Medical
Management Services in Oxnard, Buena Ventura Medical Management
Co. in Ventura, Huntington Provider Management Services in
Pasadena, Facey Medical Foundation in Mission Hills, Harriman
Jones Management Services Inc. in Long Beach and Beaver Medical
Management in Redlands.

Four companies already were bidding to buy Huntington Provider,
Harris said.

Health plans that have contracts with UniHealth, including Cigna
Healthcare of California and Aetna U.S. Healthcare, have pledged
to make the change to new ownership as simple as possible for

"We feel that we will be able to ensure a smooth transition for
our members," said Jim Harris, spokesman for Cigna. "Few, if any,
of our members will experience any change in primary-care
physicians or admission to hospitals."

Even so, the sale worried Steve McDermott, chief executive
officer of Hill Physicians Medical Group in San Ramon, Calif.

"The failure of (UniHealth) to work underscores the complexities
and difficulties of organizing providers to manage costs," he

VENCOR: Approval of First-day Orders
Sept. 15, 1999--Vencor, Inc. announced that the United States
Bankruptcy Court for the District of Delaware (the "Court")
entered first day orders granting authority to the Company and
its subsidiaries to pay pre-petition and post-petition employee
wages, salaries, benefits and other employee obligations. The
Court also approved orders granting authority, among other
things, to pay pre-petition claims of certain critical vendors,
utilities and patient obligations. Until approval of its plan of
reorganization, the Company intends to pay post-petition claims
of all other vendors and providers in the ordinary course of
business.  The Court also approved, on an interim basis, the
Company's $ 100 million debtor-in-possession financing (the "DIP
Financing") with a bank group led by Morgan Guaranty Trust
Company of New York.

The final hearing on the DIP Financing is scheduled for October
1, 1999. The DIP financing and existing cash flows will be used
to fund the Company's ongoing operations during the
restructuring.  During the restructuring, the Company and
Ventas, Inc. (NYSE: VTR) have entered into a stipulation
for the payment by the Company of a reduced monthly rent payment
of approximately $15.1 million beginning in September. The
Stipulation was approved by the Court. The reduced rental payment
for September is due on September 16 with the remaining monthly
rental payments required to be made on the fifth day of each
month or the first business day thereafter. Beginning in
September, the difference between the base rent under the
Company's existing master leases with Ventas and the reduced
monthly rent payment of approximately $ 15.1 million will
accrue as an administrative expense, subject to challenge in the
Chapter 11 case.  Unpaid August rent of approximately $ 18.9
million will constitute a claim by Ventas in the Chapter 11 case.  
The Stipulation also continues to toll any statutes of
limitations or other time constraints in a bankruptcy proceeding
for claims that might be asserted by the Company against Ventas.  
The Stipulation expires on October 31, 1999, but automatically
renews for one-month periods unless either party provides a
fourteen-day notice of termination. The Stipulation also may be
terminated prior to its expiration upon a payment default by the
Company, the consummation of the Company's plan of reorganization
or the occurrence of certain defaults under the DIP Financing.  
As previously disclosed, the Company continues to develop its
plan of reorganization that includes terms negotiated with key
parties, including the Company's bank lenders, subordinated
debtholders, and Ventas. In addition, settlement negotiations are
continuing with the Department of Justice, acting on behalf of
the Health Care Financing Administration and the Department of
Health and Human Services' Office of the Inspector General,
concerning the government's outstanding claims against the
Company, including outstanding routine reimbursement issues. As
announced to the Court during the hearings on the first
day motions, the Company does believe, that subject to certain
conditions including entering into definitive agreements, an
overall understanding on the broad economic terms of the
Company's plan of reorganization has been reached with these key
parties.  Vencor, Inc. is a long-term healthcare provider
operating nursing centers, hospitals, and ancillary contract
services in 46 states.  

VENCOR: Condensed Consolidated Balance Sheet

Current assets:
Cash and cash equivalents                               28,537
Accounts and notes receivable less allowance for loss  454,556
Inventories......  .......... ....................      32,055
Income taxes......................................      12,073
Other..............................................     73,950

Property and equipment, at cost....................     793,640
Accumulated depreciation...........................    (301,513)

Goodwill less accumulated amortization.............     444,826
Investments in affiliates..........................      15,466
Assets held for sale...............................      23,432
Other..............................................      73,123


Current liabilities:
Accounts payable.......................................  114,876
Salaries, wages and other compensation.............     144,947
Due to third party payors..........................      27,080
Other accrued liabilities..........................     143,879
Long-term debt due within one year.................       8,888
Long-term debt in default classified as current.......  789,609

Long-term debt......................................      76,395
Deferred credits and other liabilities..............      95,263
Series A preferred stock............................       1,743

Stockholders' equity:
Common stock.......................................      17,598
Capital in excess of par value....................      664,253
Accumulated deficit.........................           (434,386)

WORLDWIDE DIRECT: Seeks Approval of Sale of Certain Inventory
The debtors, Worldwide Direct, Inc., et al., seek court
authorization and approval of sale of certain inventory in
Framingham, Massachusetts.  The inventory is phones and
accessories, the Buyer is U.S. Redial, Inc. and the purchase
price is $1.25 million.   The debtors have received other bids,
but have determined that the Buyer's all cash bid with no
conditions other than this court's approval represents the best
and highest offer that the debtors have received to date for the
inventory.  While not the highest bid, (some bids were in excess
of $2 million), U.S. Redial's bid contains no conditions as the
higher bids contained.

U.S. Redial's offer is subject to higher bids of at least $50,000
over the next highest bid; the first higher bid must be greater
than or equal to $1.3 million.


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.

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