TCR_Public/991015.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      Friday, October 15, 1999, Vol. 3, No. 200

AILEEN INC: Objects To Conversion of Case
BMJ MEDICAL: Court Approves DIP Financing
BREED TECHNOLOGIES: Partnership is  Crashing
CARVER CORP: Motion To Terminate Exclusivity
CODON PHARMACEUTICALS: Hearing To Consider Disclosure Statement

COHO ENERGY: Expands On Reason For Chapter 11 Filing
COSTILLA ENERGY: Committee Taps Weil, Gotshal & Manges
CRIIMI MAE: Merrill Lynch Objects To Bidding Provisions
EVANS INC: Converts Chapter 7 Case to Chapter 11
FASTCOMM COMMUNICATIONS: Annual Meeting Set For Late October

FRANKLIN COVEY: Plans Core Business Restructuring
GREATE BAY: Third Amended Disclosure Statement and Plan
GULF STATES STEEL: Seeks Extension of Exclusivity
HARNISCHFEGER: Operating Report For Month Ending July 31, 1999
HARVARD INDUSTRIES:Franklin Advisers Own 9.5% Of The Common Stock

IRIDIUM:  Motorola May Take Charge Related to Bankruptcy
JITNEY-JUNGLE: IRT Comments on Bankruptcy
LOEHMANN'S: Seeks Approval For Sale of Leases
MICHAEL PETROLEUM: Requests Response To Revised Proposal
NEXTWAVE: NextWave Telecom Announces iBridge

OKURA & CO: Asks Court To Disallow Trustee's Claim
OKURA & CO: Disclosure Statement Contains Adequate Information
PHONETEL: Opposes Objections of Cerberus To Confirmation of Plan
PRESLEY COMPANIES: Special Meeting Called To Consider Merger
SAMSONITE: Rights Offering To Holders Of Company's Common Stock

SOUTHEAST COMMUNITY: Judge Grants Hospital Two-week Extension  
SUN HEALTHCARE: Enters Property Agreement With Omega Healthcare
SUN HEALTHCARE: Files Voluntary Petition for Bankruptcy
VENCOR: New Operating Agreements For Nursing Homes
VENTAS, INC: Cohen & Steers Beneficial Owners Of 10.01% Of Stock

WESTERN DIGITAL: Retires $125 Million Zero Coupon Debentures


AILEEN INC: Objects To Conversion of Case
The debtors, Aileen, Inc. et al. object to the application of the
United States Trustee for an order converting the case to a
Chapter 7 case.

The debtors assert that although they discontinued their business
operations, they have, with the concurrence and support of the
committee, continued their efforts to dispose of their remaining
assets.  Through creative partitions of the unsold real estate
properties, the debtors have succeeded in concluding three sale
transactions within the past 13 months. The debtors seek to close
on tow potential sale transactions involving the Edinburg Plant
and the Flint Hill Plant.  The proposed sale of the Edinburg
Plant, if consummated will add $175,000 to the estate and will
result in the discharge of l$160,000 mechanic's lien and the
payment of more than n $150,000 in unpaid estate taxes. Aileen is
hopeful that Rappahannock County will conclude a purchase of the
Flint Hill Plant, which would resolve ongoing environmental
problems and water contamination at that site, as only a
governmental entity will be able to buy that site, and eliminate
the problems.  The disposition of these plans could at least
improve the prospects for a feasible plan.  The debtors ask that
the Trustee' s motion be denied or in the alternative , that the
hearing be delayed until January 14, 2000.

BMJ MEDICAL: Court Approves DIP Financing
The US Bankruptcy Court for the District of Delaware entered an
order  extending the DIP Financing provided the debtor to the
close of business on January 31, 2000.

BREED TECHNOLOGIES: Partnership is  Crashing
Crain Communications Inc. Automotive News reports on October 11,
1999 that Breed Technologies Inc.'s joint venture with Siemens AG
- a partnership formed to produce smart airbags and safety
restraint systems - is crashing.

Both companies confirmed last week that they are holding talks to
dissolve BSRS Restraint Systems GmbH, a two-year-old joint
venture. The move followed Breed's Chapter 11 filing in
bankruptcy court last month in Delaware.

''Breed could no longer meet its financial obligations due to its
precarious business situation,'' said Siemens spokesman David

Siemens, a large electronics supplier based in Munich, Germany,
specializes in electronic sensors and software. Breed, which is
based in Lakeland, Fla., makes airbags, inflators, seat belts and
other components. Together, the two companies had hoped to
challenge the two giants in the safety restraints segment, TRW
Inc. and Autoliv Inc.

Siemens is expected to find another partner to replace Breed.
Industry analyst Scott Upham said the joint venture's dissolution
represents ''a disappointment for both.''

BSRS and others who geared up to supply complete safety restraint
systems have met intense competition. Moreover, automakers have
hesitated to embrace ''one-stop shopping,'' in which the customer
buys all safety restraint components from one supplier.
Instead, automakers are treating seat belts, inflators and
airbags as commodities, seeking the lowest possible price on
each. The automakers generally seek separate bids on the all-
important electronics and software. Perhaps most important,
automakers are very cautiously evaluating smart airbags, which
detect a passenger's size and position in an effort to avoid
injuries caused by airbags.

BSRS's failure is not unique to that industry. Takata Corp., a
supplier of seat belts, airbags and electronics, and Temic
Bayern-Chemie GmbH dissolved their joint venture in the early
1990s, Upham said. The 50-50 joint venture with Siemens was seen
as a coup for Breed when it was formed in 1997.

Siemens enjoyed considerable prestige as a first-rate electronics
supplier. And Breed obtained a critical cash infusion of $115
million from Siemens as part of its equity stake in the venture.
The cash made it possible for Breed to acquire AlliedSignal
Inc.'s safety restraints division in 1997. The AlliedSignal
business doubled Breed's revenues and rounded out its product
offering, making it North America's largest seat belt supplier.
But the AlliedSignal unit failed to deliver the cash flow needed
to cover Breed's hefty debts.

Siemens says the impending demise of the joint venture has not
discouraged it from pursuing the safety restraints business.
Electronics are the key components in future airbag systems, said
spokesman Ladd.  The two partners will reclaim the plant and
equipment each contributed to the joint venture. Siemens supplied
its crash-test facility in Alzenau, Germany, along with test
equipment and offices. Breed supplied the Sterling Heights,
Mich., test facility it had obtained from AlliedSignal. Most of
the joint venture's 240 employees will be transferred to their
respective companies.

However, Siemens won't get much back for its $115 million
investment. As part of the original deal, Siemens had obtained a
13 percent equity stake in Breed stock. Breed shares, which once
traded as high as $45, were selling last week for 38 cents.

CARVER CORP: Motion To Terminate Exclusivity
The Ad Hoc Equity Committee of the debtor, Carver Corporation,
seeks an order terminating the exclusivity period and allowing
the Equity Committee to submit a competing plan of

The Committee states that Robert W. Carver, President of the
debtor ahs proposed a plan that involves a purchase of the debtor
by Carver's company, Sunfire corporation.  The Equity Committee
believes that Carver has under-valued the debtor,  offering
unsecured creditors 50 cents on the dollar.

In this case, Equity argues that there is an advantage to allow a
competing plan.  The Equity Committee believes it can propose a
plan that will further improve the e treatment of the debtor's
creditors, either directly or indirectly.

CODON PHARMACEUTICALS: Hearing To Consider Disclosure Statement
A hearing will be held on November 3, 1999 at 10:00 AM before the
Honorable Joseph J. Farnan Jr. in the US District Court for the
District of Delaware, 844 King Street, 5th Floor, Wilmington,
Delaware to consider the adequacy of the information contained in
the disclosure statement of Codon Pharmaceuticals, Inc. and
Oncor, Inc.

COHO ENERGY: Expands On Reason For Chapter 11 Filing
Coho Energy, Inc. has indicated that the decision to seek
protection under Chapter 11 of the U.S. Bankruptcy Code was taken
by Coho and certain subsidiaries because the company now believes
that the resolution of a restructuring could not be completed
without the protection and assistance of the bankruptcy court.
Timing of the bankruptcy filing was imposed by several factors
including the acceleration of the company's $240 million
indebtedness by its bank creditors on August 19th, the inability
of the banks and the bondholders (the two large creditor groups)
to reach a satisfactory agreement with each other, and the
potential for one of the bondholder's being granted a summary
judgement in its lawsuit against the company for full payment of
principal and past due interest.

The lack of liquidity during the restructuring period has made
the process of working through this problem more difficult. Coho
is continuing to discuss a solution to its capital needs with the
banks, the bondholders and other potential investors. The company
expects to file a plan of reorganization with the bankruptcy
court in the near future.

Coho Energy Inc., is a Dallas based independent oil and gas
producer focusing on exploitation of underdeveloped oil
properties in Oklahoma and Mississippi.

COSTILLA ENERGY: Committee Taps Weil, Gotshal & Manges
The statutory committee of unsecured creditors appointed in the
Chapter 11 case of Costilla Energy, Inc. applies for approval to
employ and retain Weil, Gotshal & Manges LLP as counsel for the

CRIIMI MAE: Merrill Lynch Objects To Bidding Provisions
Merrill Lynch Mortgage Capital Inc., the debtor's largest
creditor, objects to the motion to approve bidding protection
provisions of the Apollo Stock Purchase agreement and deposit
escrow agreement.  The Bid Protection Motion seeks approval of
the "bidding protection provisions" contained in the Stock
Purchase Agreement executed by CMI and AP-CM, LLC on September 9,

Merrill Lynch states that pursuant to the stock purchase
agreement, and under certain circumstances, Apollo may make an
equity investment in the debtor.  There are contingencies that
would allow Apollo to terminate the agreement at no cost to

Merrill Lynch specifically objects to the "lock-up provision"
which places serious obstacles before any interested potential
investor and serves to discourage rather than encourage, other
bidders from competing with Apollo.  Apollo is also granted a
substantial break-up fee despite the fact that Apollo is not
obligated to do anything under the Stock Purchase Agreement.  
Merrill Lynch asserts that the chilling effect of the Lock-Up is
detrimental to the parties-in-interest, and the Break-Up fee
would be a windfall to Apollo.

EVANS INC: Converts Chapter 7 Case to Chapter 11
Evans Inc. has converted its Chapter 7 involuntary bankruptcy
filing into a voluntary Chapter 11 reorganization case, according
to an Oct. 12 petition filed with the U.S. Bankruptcy Court in
Manhattan. The company's Chapter 11 petition was filed under its
Evans-Rosendorf of Maryland Inc. and Koslow's Inc. affiliates.  
The company listed assets and liabilities of $39.8 million and
$30.1 million, respectively. (The Daily Bankruptcy Review and ABI
October 14, 1999)

FASTCOMM COMMUNICATIONS: Annual Meeting Set For Late October
The annual meeting of shareholders of FastComm Communications
Corporation, a Virginia corporation, will be held on October 28,
1999, at 4:30 p.m. local time, at the Holiday Inn, Holiday Drive,
Sterling, Virginia for the following purposes:

1. To elect four (4) directors of the company;
2. To consider and act upon a proposal to approve a 1999
Stock Option Plan; and
3. To ratify the appointment of BDO Seidman, LLP as the
independent auditors for the company for the
fiscal year ending April 30, 2000;

FRANKLIN COVEY: Plans Core Business Restructuring
Franklin Covey Co., Salt Lake City, said Monday that it plans to
restructure its core business through job cuts, new acquisitions
and an increased online presence, according to Reuters. The
company, which specializes in time-management products and
seminars, had reported a fourth quarter net loss of $21.6 million
and a profit of $15.6 million, and says it plans to reduce its
worldwide workforce of 4,200 by 600 positions. The company also
plans to sell Publishers Press, its commercial printing arm, and
has acquired Professional Resources Organization, which
specializes in measuring the impact and return on corporate
investments in training and consulting. The deal is expected to
close by the end of the first quarter of fiscal 2000.(ABI 14-Oct-

GREATE BAY: Third Amended Disclosure Statement and Plan
Treatment of Claims under the plan:

Class       Description        Estimated Amount       Terms
-----       -----------        ----------------       -----
Class 1   Priority Claims      de minimus          Paid in full

Class 2  Allowed Claims
         of old notes          $191,473,000        Satisfied by            
                                                   new notes and
                                                   new common     
                                                   stock (approx.
                                                   83% to
                                                   99% of claim)

Class 3 Other secured claims    $400,000          Paid in full or
                                                  under plan

Class 4  General unsecured claims $7M         Pro rata payment
                                              (approx. 60% of      

Class 5 Intercompany Notes        $18,482,000     New notes in
                                                  amount of claim

Class 6  Subordinated claims      0              none

Class 7  Old Common Stock        n/a             none

GULF STATES STEEL: Seeks Extension of Exclusivity
The debtor states that this is a complex and large case.  The
debtor has not yet proposed or filed a plan of reorganization,
and it would have been impossible to do so due to the volume of
work required and the existence of various contingencies that
must be resolved before a plan can be prepared.

The debtor used its initial exclusive period to resolve its
liquidity crisis and to formulate its positions with respect to
individual equipment lessors and financiers and to prepare a
business plan.  The debtor still needs to obtain a lender and
investors to provide financing or capital, obtain a federal loan
guaranty, negotiate a new collective bargaining agreement, settle
potential environmental claims with the Department of Justice;
and await expiration of the November 29, 1999 bar date.

The debtor requests that the court enter an order extending the
exclusive plan period and the exclusive acceptance period to
February 29, 2000 and April 30, 2000 respectively.

A hearing will be held on October 22, 1999 at 9:30 AM to consider
the debtor's motion.

HARNISCHFEGER: Operating Report For Month Ending July 31, 1999
Consolidated Balance Sheet
Total Assets

Total Liabilities                                                        

Consolidated Statement of Income
Month Ending

Net sales and other income total                                               

Net Income                                             

Consolidated Statement of Income
9 Months Ended                                                            
Net sales and other income total                                          

Net Income                                             

HARVARD INDUSTRIES:Franklin Advisers Own 9.5% Of The Common Stock
The securities reported here are beneficially owned by one or
more open or closed-end investment companies or other managed
accounts which are advised by direct and indirect investment
advisory subsidiaries of Franklin Resources, Inc.  These advisory
contracts grant to the adviser subsidiaries all investment and/or
voting power over the securities owned.  Therefore, the adviser
subsidiaries are deemed to be the beneficial owners of said

Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess
of 10% of the outstanding common stock of Franklin Resources Inc.
and are the principal shareholders of that company.

Sole power to vote or to direct the vote on the common stock
shares of Harvard Industries, Inc. held by Franklin Resources,
Inc. is as follows:
         Franklin Resources, Inc.:                0
         Charles B. Johnson:                      0
         Rupert H. Johnson, Jr.:                  0
         Franklin Advisers, Inc.:                 939,290

Sole power to dispose or to direct the disposition of the shares
held belongs to:

         Franklin Resources, Inc.:                0
         Charles B. Johnson:                      0
         Rupert H. Johnson, Jr.:                  0
         Franklin Advisers, Inc.:                 939,290

The shares held represent 9.5% of the outstanding common stock
shares of Harvard Industries, Inc.

IRIDIUM:  Motorola May Take Charge Related to Bankruptcy
Motorola Inc., a major shareholder in Iridium LLC, may take
further charges against earnings in the fourth quarter related to
Iridium's chapter 11 bankruptcy case, The Wall Street Journal
reported. Motorola announced Tuesday night that it took a $994
million Iridium-related charge in the third quarter and that if
there isn't "significant progress toward the implementation of a
financial restructuring of Iridium" by the end of the year,
Motorola may take a special charge in the fourth quarter to
increase reserves and take any appropriate write-down. Satellite
telephone services provider Iridium filed for chapter 11
protection in September. (ABI 14-Oct-99)

JITNEY-JUNGLE: IRT Comments on Bankruptcy
IRT Property Company (NYSE: IRT) announced today that, based upon
a preliminary analysis, yesterday's Chapter 11 bankruptcy filing
of Jitney Jungle, which also operates as Delchamps Supermarkets,
is expected to have minimal impact on the Company.

IRT leases ten stores to Jitney Jungle/Delchamps for a total of
418,000 square feet. Jitney Jungle/Delchamps accounted for 4.9%
of the Company's revenues for the year ended December 31, 1998.
Two of the ten stores were already closed at the time of the
filing. The Company expects that the leases on these two stores
will be disavowed and is in various stages of negotiation to
re-lease these two stores. Public statements by Jitney Jungle
have indicated their filing will not result in additional store

Thomas H. McAuley, chairman and chief executive officer, stated,
"Jitney Jungle/Delchamps has been a valued tenant for over six
years and is a dominant supermarket operator in its core markets
of Mississippi, Alabama, Louisiana, and the Florida panhandle.
Our conservative philosophy has been to diversify our tenant mix
and focus on dominant supermarket-anchored shopping centers in
order to minimize any concentration in one tenant. The resulting
benefits have been proven time and again throughout our 30-year
history, and we will continue to pursue this strategy to create
value for our shareholders."

A self-administered equity real estate investment trust, IRT
specializes in Southeastern United States shopping centers.
Anchor tenants include Publix, Kroger, Harris Teeter, Wal-Mart,
Kmart and other popular national and regional chain stores. The
portfolio of 97 shopping center investments includes
approximately 10 million square feet of retail space.

LOEHMANN'S: Seeks Approval For Sale of Leases
The debtor, Loehmann's Inc. seeks an order approving the
assumption, assignment and sale of the debtors interest in
certain real property leases.  A hearing to consider the motion
will be held on October 27, 1999 at 4:00 before the Honorable
Mary F. Walrath.  Since commencement of the case the debtor
obtained an order authorizing it to conduct store closing sales
at 14 of its stores.  The debtor expects the GOB sale s to be
completed in and around November, 1999.  In connection with its
decision to close the GOB stores, on September 29, 1999, the
debtor obtained a court order approving the bidding procedures
and setting October 18, 1999 as the auction date for the sale of
the leases.  The debtor now seeks authority to assume, assign and
sell its interests in the leases.  The store locations are as

Arcadia, CA
Daly City, CA
West Covena, CA
Danbury, CT
Ft. Lauderdale, FL
Boston, Mass.
Burlington, MA
Natick, MA
Queens, NY
Cleveland, OH
Cincinnati, OH
Memphis, TN
Seattle, WA

MICHAEL PETROLEUM: Requests Response To Revised Proposal
On October 5, 1999, representatives of Michael Petroleum
Corporation and the company's financial advisor met with
representatives of the Unofficial Creditors' Committee for
holders of the company's 11 1/2% Senior Notes due 2005 and the
Committee's financial advisor, regarding the company's revised
debt restructuring proposal to its noteholders. The principal
terms of the revised proposal contemplates an exchange of New
Senior Notes and common stock of the company for the outstanding
indebtedness represented by the Senior Notes. On October 1, 1999
Michael Petroleum did not make its approximately $7.8 million
interest payment then due on the Senior Notes. The Indenture
governing the terms of the Senior Notes provides for a 30-day
grace period before an event of default will occur under the
Indenture as the result of a failure to timely pay interest.

The proposal would result in the company's existing common
stockholders owning 50% of the company's outstanding common
stock, immediately following the proposed restructuring. In
addition, the existing common stockholders would receive
performance-based warrants having exercise prices beginning
considerably in excess of the estimated initial fair market value
of the restructured company's common stock. The company's
representatives requested that the Committee return with a formal
response to its revised restructuring proposal by mid-October,
with a view toward reaching an agreement in principle concerning
the terms of the restructuring by November 1, 1999.

Michael Petroleum is continuing to negotiate with its senior bank
lender regarding its $23 million outstanding senior bank facility
indebtedness. The current terms of this facility require monthly
mandatory reductions in the borrowing base, and in total amount
outstanding, of $1.5 million per month, beginning on October 31,
1999. Any such payment default or an acceleration in maturity of
the company's senior bank indebtedness will constitute an event
of default under the Indenture governing the Senior

NEXTWAVE: NextWave Telecom Announces iBridge
NextWave Telecom, Inc., today announced its entry into the high-
speed wireless Internet market with the introduction of iBridge,
the first wireless service specifically designed to provide
affordable high-speed Internet access and a low-cost alternative
to local telephone service for tens of millions of
consumers and small businesses.  Based on next-generation digital
wireless technology, this leading-edge service will be offered
across the country to meet the explosive demand for high-speed
access to the Internet. "For the first time millions of consumers
and small businesses will have an affordable and convenient way
to be freed from their slow dial-up Internet connections and
experience the future of broadband, 'always-on', Internet
access," said Allen Salmasi, NextWave Telecom's chairman and CEO.  
iBridge's 'always on' wireless Internet connection ends the
inconvenience of dial-up and busy signals, and provides users
with Internet access speeds more than 20 times faster than the
typical dial-up connection used in American homes. Consumers will
experience dramatically reduced waiting times and will finally be
able to take full advantage of increasingly popular multimedia
Internet applications such as full-motion-video, CD-quality
music, interactive education through university and high school
extension programs, online three-dimensional gaming, and video
conferencing.  "Millions of consumers and small businesses have
been trapped across the digital divide," added Salmasi. "The
problem is that in too many cases, high-speed Internet access is
simply not available to consumers and small businesses, or it's
just too expensive.  That's why less than one percent of the
homes and schools in the U.S. have high-speed Internet access
today." "iBridge is an innovative, low-cost solution that will be
available nationwide, enabling consumers to tap into the full
multimedia potential of the Internet. iBridge will also provide
residential and small business customers with complete local
telephone service. Customers and small businesses will receive up
to 16 wireless 'telephone lines' that fully use their house
wiring and existing telephones. iBridge can either replace or
complement their existing local telephone service." NextWave
plans to launch its iBridge service on a commercial basis in
San Diego within 60-90 days after its confirmation and will be
introduced in over 40 markets, including New York, Los Angeles,
Boston, Seattle, Portland, Houston, Baltimore/Washington, D.C.,
and Denver in 2000.  Another advantage to iBridge is its ability
to provide customers with rapid service activation.

Unlike other approaches to high-speed Internet service, such as
DSL or cable modems, that often require customers to wait weeks
or months for activation, NextWave's iBridge is designed to
provide customer activation within forty-eight hours of the time
an order is placed. "Because iBridge is wirefree, we don't
have to dig up neighborhoods laying expensive cables or new
telephone lines to the customer's home or business in order to
provide our service. In many cases we expect to activate a
customer the same day they place an order within our
coverage area, including areas not currently served by cable,
copper wire or fiber installations," Salmasi said.  "NextWave's
investors and vendors have pledged nearly a billion dollars of
new equity to support and enable the independent build-out of the
Company's innovative nationwide broadband fixed wireless and PCS
network," said Salmasi. "The solid commitment provided to
NextWave by the investment community and equipment vendors also
extends to supporting the Company as it works towards
confirmation of its reorganization plan." NextWave, which is
currently operating under bankruptcy protection, expects
confirmation of its reorganization plan and its emergence from
Chapter 11 before the end of the year.  

NextWave will offer its iBridge service to consumers and small
businesses through a network of highly experienced service
distribution partners uniquely qualified to market and support
the iBridge service. The Company intends to partner with Internet
Service Providers ("ISPs"), Internet portal and content
providers, long distance companies, Competitive Local Exchange
Carriers ("CLECs"), Incumbent Local Exchange Carriers
("ILECs"), Value-Added Resellers (VARs) and other companies to
distribute its iBridge service. NextWave's wholesale business
plan has also long been recognized as an unparalleled opportunity
for minority and other small business entities to enter the
wireless business through resale.

About NextWave NextWave Telecom, Inc., ( was
organized in 1995 as a leading provider of wireless high-speed
Internet access and voice communications services to the consumer
and business market on a nationwide basis. NextWave holds a total
of 95 PCS licenses, covering more than 166 million POPs coast to
coast, that include all top 10 U.S. markets, 28 of the top 30
markets, and 40 of the top 50 markets. NextWave's carriers'
carrier strategy will allow existing carriers and new service
providers to market NextWave's network services through wholesale
airtime arrangements offered by the company. In September 1999,
NextWave announced that its Plan of Reorganization had been
approved by its creditors and shareholders and that Texas Pacific
Group, Oak Investment Partners and BFD Equity Associates are
leading an investor group that has committed over $ 700 million
of new equity to support NextWave's Plan of Reorganization. Other
major investors include Bay Harbour Management, Joseph
Littlejohn & Levy, Canyon Capital and other major financial

OKURA & CO: Asks Court To Disallow Trustee's Claim
The Trustee filed a claim, on behalf of Okura Japan in the
debtor's case for the amount of $140,319,654.

Okura America has also filed a proof of claim in the Japanese
proceeding, asserting claims in the aggregate amount of

The debtor asserts that the claims asserted by the Trustee are
not valid and should therefore be disallowed and expunged in its
entirety.  Because Okura Japan has not paid the Banks in full,
and according to information given the debtor has not paid the
Banks at all, the Trustee's Guaranty Claims against the debtor
must b3e denied.  The debtor also complains that the Trustee has
provided the debtor with insufficient evidence to determine the
validity of the Operating Claims.  Even assuming that the claims
are valid, the debtor states that they should be reduced to zero
as a result of the debtor's setoff against such claims.

OKURA & CO: Disclosure Statement Contains Adequate Information
By order of the US Bankruptcy Court, Southern District of New
York, the First Amended Disclosure Statement of the debtor, Okura
& Co.(America) Inc. was approved on October 4, 1999.  The hearing
on the confirmation of the plan shall be held on November 12,
1999 at 10:30 AM in Courtroom 523, One Bowling Green, 5th Floor,
New York.

PHONETEL: Opposes Objections of Cerberus To Confirmation of Plan
PhoneTel Technologies, Inc. and Cherokee Communications, Inc.,
debtors, oppose the objections of Cerberus Partners LP to
confirmation of the debtors' plan.

Confirmation of the plan will effectuate the conversion of the
claims of the holders of PhoneTel's 12% Senior Notes into equity
interests in reorganized PhoneTel, which will in turn enable the
debtors to emerge from bankruptcy with improved capital
structures and balance sheets and significantly reduce debt
service obligations.  In order to gain acceptance of the plan,
the Unofficial Noteholders' Committee agreed to permit a recovery
on account of a majority of equity interests.

Cerberus is a holder of certain warrants and it contends that it
must be treated as a general unsecured creditor under the plan.  
The debtors assert that on account of such warrants Cerberus is
properly classified and treated under the plan as holding equity

PRESLEY COMPANIES: Special Meeting Called To Consider Merger
A special meeting of stockholders of The Presley Companies will
be held at the executive offices of The Presley Companies,
located at 19 Corporate Plaza, Newport Beach, California, on
Friday, November 5, 1999 at 6:30 a.m. Pacific Time.  Stockholders
will consider and vote upon a proposal to adopt a certificate of
ownership and merger underwhich The Presley Companies will
merge with and into Presley Merger Sub, Inc., a newly-formed
Delaware corporation and wholly owned subsidiary of The Presley
Companies, with Presley Merger Sub, Inc. being the surviving
corporation. In the merger, each outstanding share of common
stock of The Presley Companies will become exchangeable for 0.2
share of common stock of Presley Merger Sub, Inc. Upon
completion of the merger, the surviving corporation will be named
"The Presley Companies."

The Board of Directors of Presley fixed September 15, 1999 as the
record date to determine the stockholders entitled to notice of
and to vote at the special meeting.

For the proxy statement and prospectus access the  
Internet, without charge.

SAMSONITE: Rights Offering To Holders Of Company's Common Stock
Samsonite Corporation is distributing to the holders of its
common stock transferable rights to purchase up to an aggregate
of 12,500,000 shares of its common stock at a cash subscription
price of $6.00 per share. The total purchase price of shares
offered in this rights offering will be $75,000,000 if the rights
offering is fully subscribed. No person will be entitled to
receive rights unless he or she was a stockholder of record as of
the close of business on September 30, 1999.

The rights will expire if they are not exercised by 5:00 p.m.,
New York City time, on October 29, 1999, the expected expiration
date of this rights offering. The company may, in its sole
discretion, extend the period for exercising the rights. Rights
which are not exercised by the expiration date of the rights
offering will expire and will have no value.

SOUTHEAST COMMUNITY: Judge Grants Hospital Two-week Extension  
Washington Bankruptcy Judge S. Martin Teel Jr. has set an Oct. 27
deadline for the Greater Southeast Community Hospital to find a
new investor or liquidate, according to The Washington Post.
Creditors, who are owed about $70 million, agreed yesterday to
give hospital officials more time to seek financing and prevent
the hospital from closing, but they are not likely to agree on
another extension. D.C. Mayor Anthony Williams said last week
that the city would not bail the hospital out again; since May it
has directed $8.5 million to the hospital, including a $3.1
million loan that the hospital must repay. Doctors Community
Healthcare Corp., Scottsdale, Ariz., has offered $24 million for
the hospital. The Alexandria, Va. U.S. Trustee's office asked
Judge Teel to order the hospital to retain separate attorneys for
each of its four subsidiaries and corporate entities, instead of
relying on hospital attorney David E. Rice. B. Amon James of the
trustee's office said that Rice should not be allowed to
represent all of them because the facilities have borrowed, lent
or transferred money to one another, and each would have to
protect its conflicting interests in the event of a sale,
liquidation or litigation. Judge Teel overruled Amon's objection
but did say he would appoint a special counsel later if the
conflicts become more clearly defined. (ABI 14-Oct-99)

SUN HEALTHCARE: Enters Property Agreement With Omega Healthcare
Omega Healthcare Investors, Inc. (NYSE:OHI) ("Omega") announced
it has entered into a comprehensive property agreement with Sun
Healthcare Group, Inc., Albuquerque, New Mexico ("Sun").  The
agreement was reached in anticipation of and in connection with
Sun's filing today for Chapter 11 reorganization with the Federal
Bankruptcy Court at Wilmington, Delaware. Omega owns and leases
fifty-four properties to Sun under long-term operating leases
involving an original Omega investment of $ 239 million and
annual current rents of $ 25.3 million.  The agreement will be
promptly submitted for bankruptcy court approval and is intended
to result in confirmation of master leases with respect to fifty
healthcare properties in fourteen states. The agreement provides
that Omega will forbear from taking action to recover possession
of the properties or otherwise enforce its rights, pending action
by the bankruptcy court approving the agreement.

The fifty properties, whose leases are to be confirmed by the
court, have current operating coverages of 2.0, an original
investment of $ 219 million and $ 23.2 million in annual rents.  
Four facilities involving an original investment of $ 19.8
million and annual rents of $ 2.1 million will be transitioned to
other operators after entry of the court order. All four
properties are the subject of negotiations with new operators and
will be managed for the account of Omega if operating leases are
not in place upon entry of the court order. The re-acquired
properties have coverages under 1.0 and the near term FFO impact
from the agreement is expected to be approximately $ 1.8 million
annually ($ .09 per share), beginning in the fourth quarter.  Sun
is current in its rental payments to Omega through the month of
October on all fifty-four properties and Omega holds security
deposits of $ 3.4 million in cash or letters of credit. Omega
will actively monitor and manage its position pending receipt of
the confirming court order.  

Omega also holds mortgages on four properties currently owned and
leased by third parties to Sun, which are not affected by the
agreement. These properties have interest coverage of 2.0.
Essel W. Bailey, Jr., Chief Executive Officer, stated: "We are
pleased to reach agreement to define our ongoing relationship
with Sun. Sun executives have been forthright and decisive and
have managed the process well. Both Omega and Sun want this
reorganization to occur in a manner least likely to disrupt
patients or adversely affect patient care. We expect Sun to
maintain the high standards of patient care which it has always
delivered, and this agreement assures us and regulatory
authorities that care of patients will continue to receive high
focus." Mr. Bailey continued: "The present operating environment
is a challenge to all operators and investors in the healthcare
industry. To illustrate the turmoil, two of the re-acquired
properties operated profitably with satisfactory coverages prior
to the implementation of PPS rates in January. Our ability to
quickly bring matters to closure with Sun will benefit the
company and free Omega executives to concentrate on other
opportunities and challenges, avoiding time-consuming litigation.
We expect that our agreement will be confirmed by the court
within approximately 45 days." Omega is a Real Estate Investment
Trust investing in and providing financing to the long-term care
industry. As of September 30, 1999, its portfolio includes 241
healthcare and assisted living facilities with more than 25,000
beds located in 29 states and operated by 28 independent
healthcare operating companies.

SUN HEALTHCARE: Files Voluntary Petition for Bankruptcy
Sun Healthcare Group, Inc. (OTC Bulletin Board: SHGE) announced
today that Sun and its U.S. operating subsidiaries have filed
voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware to reorganize under chapter 11 of the U.S.
Bankruptcy Code in order to restructure the company's debt
obligations.  The company elected to seek court protection in
order to facilitate its efforts to restructure its capital and
lease obligations.

To ensure that the company has the short-term working capital
necessary to operate its business, it has obtained a commitment
for up to $200 million in debtor-in-possession ("DIP") financing
with a group led by The CIT Group/Business Credit, Inc. and
Heller Healthcare Finance, Inc.  Sun has requested the Court's
permission to access the DIP financing to fund normal business
operations and other cash needs during the bankruptcy

"Deep cuts in Medicare reimbursement exceeded all industry
expectations, and severely impacted the company's ability to
service its current capital structure.  This situation, coupled
with a significant decline in the market demand for ancillary
services, resulted in the need for us to lower our operating
costs and significantly reduce our indebtedness," said Andrew
L. Turner, Sun's chairman and chief executive officer.

Mark Wimer, president, added, "Most important, court protection
under chapter 11 ensures that we can continue to serve our
patients and our customers' patients while we reorganize."

Because of significant debt repayment obligations, the company
has been in negotiations with its banks and senior bond holders
in anticipation of the need to restructure its obligations.  The
company believes that it is close to reaching an agreement with
the banks and bond holders on the key terms for a financial
restructuring.  The Court protection afforded by chapter 11
will enable the company to develop a plan of reorganization with
the goal of emerging from bankruptcy in a stronger financial
position.  The company is  also in discussions with some of the
owners of the nursing homes it operates in an effort to
renegotiate certain leases.

Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc. is
a diversified international long-term care provider.  Sun
companies operate long-term and postacute care facilities in the
United States, the United Kingdom, Spain, Germany and Australia.  
Sun subsidiaries provide therapy and pharmacy services, fulfill
the medical supply needs of nursing homes, and offer a
comprehensive array of ancillary services for the healthcare

VENCOR: New Operating Agreements For Nursing Homes
Vencor is party to five triple-net nursing home Operating Leases
located in:

Grand Prairie, TX             
Lubbock, TX (two)
McBain, MI                    
Deckerville, MI

After suffering operating losses from its operation of these five
Facilities, Vencor sublet the Texas Facilities to Texas Health
Enterprises, Inc., and Health Enterprises of Michigan, Inc. (a
THEI affiliate), charging THEI annual rent approximately $135,000
more than Vencor paid to HCPI and Mr. Doyle.

THEI couldn't make money operating the Facilities either, filed
its own chapter 11 cases, rejected the Subleases and, over
Vencor's objection, obtained permission from the Texas Bankruptcy
Court to close the Facilities and transfer residents to other
facilities operated by THEI.  

Negotiations between Vencor and THEI followed.  Vencor paid THEI
$155,000 in order to keep the Facilities open and locate new
operators.  After an exhaustive search, Vencor located new
operators with which Vencor has, subject to Judge Walrath's
approval, entered into agreements with new operators.

Accordingly, with the new Operating Agreements in place, Vencor
will pay out $1,117,727 more to the Landlords than it collects
from the New Operators.  Vencor computes that immediate rejection
of the subleases would expose it to $1,464,268 of rejection
damage claims.  The Debtors argue this is the best course of
action at this time, and is a reasonable exercise of their
business judgment, because closing the Facilities would do
irreparable harm to those operations.  Entry into the New
Operating Agreements, the Debtors suggest, will keep their
options open as to the ultimate disposition of these Facilities.
(Vencor Bankruptcy News Issue 4; Bankruptcy Creditor's Service

VENTAS, INC: Cohen & Steers Beneficial Owners Of 10.01% Of Stock
The investment advisor firm of Cohen & Steers Capital Management,
Inc., beneficially owns 10.01% of the outstanding common stock of
Ventas, Inc. The firm exercises the sole voting power of
5,939,000 shares, and sole dispositive power over 6,801,400

WESTERN DIGITAL: Retires $125 Million Zero Coupon Debentures
On October 6, 1999, Western Digital Corporation settled a
transaction retiring in the aggregate $125 million principal
amount of its Zero Coupon Convertible Subordinated Debentures due
2018 in exchange for shares of its common stock. As a result of
this transaction and previous transactions, the company has
retired debentures in the aggregate principal amount of
$432.1 million and issued in exchange 15,058,855 shares of common
stock. The total number of shares of common stock outstanding as
of October 6, 1999, following these transactions, was

DLS Capital Partners, Inc., bond pricing for week of October 12,

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                             18 - 20 (f)
Amer Pad & Paper 13 '05                           22 - 26
Asia Pulp & Paper 11 3/4 '05                      69 - 70
E & S Holdings 10 3/8 '06                         38 - 42
Fruit of the Loom 8 7/8 '06                       40 - 44
Geneva Steel 11 1/2 '01                           19 - 20 (f)
Globalstar 11 1/4 '04                             62 - 64
Hechinger 9.45 '12                                 9 -12 (f)
Integrated Health 9 1/2 '07                        7 - 10 (f)
Iridium 14 '05                                    11 - 12 (f)
Just For Feet 11 '09                              15 - 18
Loewen 7.20 '03                                   48 - 50 (f)
Planet Hollywood 12 '05                           28 - 30 (f)
Purina Mills 9 '10                                22 - 26 (f)
Revlon 0 '01                                      15 - 17
Service Merchandise 9 '04                         13 - 15 (f)
Sunbeam 0 '18                                     16 - 17
TWA 11 3/8 '06                                    48 - 50
United Artists 9 3/4 '08                          24 - 28
Vencor 9 7/8 '05                                  20 - 22 (f)
Zenith 6 1/4 '11                                  17 - 20 (f)


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  

Bond pricing, appearing in each Friday edition of the TCR, is
provided by DLS Capital Partners, Dallas, Texas.

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

Troubled Company Reporter is a daily newsletter, co- published by
Bankruptcy Creditors' Service, Inc., Princeton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

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

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
rate is $575 for six months delivered via e-mail. Additional
e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  

       * * * End of Transmission * * *