TCR_Public/991019.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Tuesday, October 19, 1999, Vol. 3, No. 202
                     
                     Headlines

ADVANCED MICRO: Seeking Buyer For Communications Group
ADVANCED MICRO: Reports Third Quarter Results
AMPACE CORP: Applies For Order Authorizing Employ of Appraiser
AQUAGENIX, INC: Equitable Life Objects To Sale
AUTO WORKS, INC: Order Approves Disclosure Statement

BROOKE GROUP: From Corporate Structure To Holding Company
BRUNO'S: Summary of Second Amended Joint Plan
CANBY MOTORS: Baltimore Body Shop Chain Files Chapter 11
CODON PHARMACEUTICALS: Hearing to Consider Disclosure Statement
CRAGAR: Enters into Licensing Arrangement With Carlisle Tire

CRIIMI MAE: GACC Objects To Bidding Protection Provisions
CRIIMI MAE: Judge Postpones Hearing on Reorganization Plan
FACTORY CARD: Announces Management Changes
FIRSTCITY: Provides Update On Liquidity Funding
FORMAN PETROLEUM: Hearing On Disclosure Statement

HARVARD INDUSTRIES: Pollazzi Owns 8.7% Of Common Stock Of Company
LOEWEN: Wasserstein Makes Concessions on Fees
LOEWEN: US Trustee's Appointments To The Creditors' Committee
LTV CORP: Reports $58 Million Loss
MARINER POST-ACUTE: Nursing Home Operator Struggles with Debt

MILLICOM INTERNATIONAL: AXA Controls 21.6% Of The Common Stock
NEWMONT MINING: FMR & Johnson Family Hold Substantial Stock
NIAGARA MOHAWK: Sells Albany Generating Station To PSEG Power
NORD RESOURCES: Titanium Dioxide Project Sold TO MIL Investments
OKURA & CO: Summary of Treatment Under the Plan

PARAGON: Accepts Wellspring's Commitment and Ends Bidding
PSI INDUSTRIES: Creditors' Committee Taps Counsel
SINGER:  Thomas Noering to Head North American Operations
SUBMICRON SYSTEMS: Sale of Assets Consummated
SUN TV: Hearing To Consider Approval of Disclosure Statements

TRACE INTERNATIONAL: Creditors' Panel Looks To Sue Officers
UNITED COMPANIES: Announces Change in CEO and Appointment of CFO

Meetings, Conferences and Seminars
      


  
                     *********

ADVANCED MICRO: Seeking Buyer For Communications Group
------------------------------------------------------
Advanced Micro Devices has engaged Donaldson, Lufkin, & Jenrette
and Salomon Smith Barney to find a buyer for its Communications
Group.

The Communications Group includes the Communications Products
Division, which provides integrated circuits for
telecommunications applications, and the Network Products
Division, which supplies integrated circuits for data
communications and computer connectivity. Together, these product
groups employ approximately 400 people, primarily in Sunnyvale,
California, and Austin, Texas. The Communications Products and
Network Products divisions produced aggregate revenues of
approximately $70 million in the just-completed quarter. AMD said
it plans to complete the sale in the first half of 2000.

"AMD has long been a leader in providing solutions for networked
computation and communications," said W.J. Sanders III, chairman
and chief executive officer. "Going forward, our efforts will
focus on providing communications-enabled solutions at the
personal computer platform level, where we can leverage our
chipset design and systems expertise and the AMD Athlon
processor.  The interests of our customers, shareholders and
employees will be best served by our action."

"The explosive growth of the Internet and the enormous
opportunities in telecommunications are creating huge new
markets," Sanders continued. "The AMD Communications Group has a
rich intellectual property portfolio (including hundreds of
patents), desirable products, and an experienced and
skilled workforce to serve a broad range of communications
applications. AMD will focus its energies and resources on
convergence, based on a communications-centric PC platform. AMD
will retain rights to the communications intellectual property
essential to execution of our convergence strategy."

"The sale of the Communications Group will provide AMD additional
resources to enhance growth prospects for our most promising
opportunities in flash memory and platform solutions featuring
the industry-leading AMD Athlon processor," Sanders concluded.

AMD is a global supplier of integrated circuits for the personal
and networked computer and communications markets. AMD produces
microprocessors, flash memories, and integrated circuits for
communications and networking applications. Founded in 1969 and
based in Sunnyvale, California, AMD had revenues of $2.5 billion
in 1998.


ADVANCED MICRO: Reports Third Quarter Results
---------------------------------------------
Advanced Micro Devices Inc. reports sales of $662,192,000 and a
net loss of $105,545,000, for the third quarter, ended September
26, 1999.

Led by increased sales of AMD Athlon (TM) processors and flash
memory products, sales increased by 11 percent from the
immediate-prior quarter, while declining by 3 percent from the
third quarter of 1998. Results from the immediate-prior quarter
and the third quarter of 1998 include sales of Vantis
Corporation, the AMD programmable logic subsidiary that was sold
during the second quarter of 1999. Sales for AMD continuing
product groups - the Computation Products Group, Communications
Group, and Memory Group - were up 16 percent from the immediate-
prior quarter, while up 1 percent from the third quarter of 1998.

In the immediate-prior quarter, AMD reported sales of
$595,109,000 and net income of $79,896,000. The company's second-
quarter results reflected an operating loss of $172,542,000, a
one-time after-tax gain of $259,236,000 from the sale of the
Vantis, and restructuring and other special charges of
$17,514,000. Excluding the one-time gain and the restructuring
and other special charges, results would have been a net loss of
$161,826,000 for the quarter ended June 27, 1999.

In the third quarter of 1998, AMD reported sales of $685,927,000,
which resulted in net income of $1,006,000.

For the first nine months of 1999, AMD reported total sales of
$1,888,894,000, which resulted in a net loss of $154,016,000. In
the first nine months of 1998, AMD reported total sales of
$1,753,321,000, and a net loss of $126,281,000.

"Sharply higher sales of flash memories and sales of AMD Athlon
processors at higher margins than those experienced on AMD-K6(R)
family processors combined to boost revenues smartly and cut our
operating loss by more than $70 million compared to the
immediate-prior quarter," said W.J. Sanders III, chairman and
chief executive officer.  "Flash memory sales grew by 28
percent over the immediate-prior quarter.  Flash memory demand is
very strong and continues to outstrip our ability to supply, even
as we increase production capacity."

"Unit sales of Microsoft Windows compatible processors grew by
more than 20 percent over the immediate-prior quarter to more
than 4.5 million units," Sanders continued.  "Limited AMD Athlon
motherboard availability during the third quarter was exacerbated
by the Taiwan earthquake on September 21, which shut off
motherboard shipments in the final week of our quarter. In
spite of this, unit sales of AMD Athlon processors attained the
hundreds of thousands level."

"Demand for AMD Athlon processors from both our OEM customers and
end-users has been very strong. Technical reviews have been
outstanding, reflecting the clear superiority of the AMD Athlon
processor over the Intel Pentium III processor on all important
and relevant benchmarks. With this week's introduction of the
700-MHz AMD Athlon processor, AMD continues to set the
performance standard for Microsoft Windows PCs."

"Our operational performance last quarter was excellent.
Accordingly, we are highly confident that we can produce more
than one million AMD Athlon processors in the current quarter. In
the face of strong demand, unit sales are expected to be gated by
infrastructure support limitations resulting from the continuing
effects of the Taiwan earthquake. The most critical items are the
motherboards themselves and the components that populate
them. Based on all of the currently available information, we
believe we still have a good chance of achieving our pre-
earthquake goal of cumulative sales of one million AMD Athlon
processors by year-end," Sanders concluded.


AMPACE CORP: Applies For Order Authorizing Employ of Appraiser
--------------------------------------------------------------
Ampace Corporation and Ampace Freightlines, Inc. seek authority
to employ Taylor & Martin, Inc. as the debtors' appraiser to
perform an appraisal of certain of the debtors' equipment and if
necessary to testify as to the value of such equipment.  


AQUAGENIX, INC: Equitable Life Objects To Sale
-----------------------------------------------
Equitable Life Assurance Society of the US holds a claim against
the debtors in the principal amount of $5 million plus interest
and fees. Union Planters Bank of Florida claims to hold a claim
against the debtors in the alleged approximate principal amount
of $970,000.  Union Planters contends that such claim is secured
by a lien on the Collateral that is senior to the Equitable Lien
pursuant to the terms of a subordination agreement between
Equitable and Capital Bank, asserted to be a predecessor in
interest to Union Planters.  The Insurance Company of the State
of Pennsylvania also claims to be a secured creditor of the
debtors by virtue of an equitable subrogation claim it asserts
against certain contract balances and retainage on bonded
contracts.

The debtors have asked the court to fix a hearing date on or
before November 1, 1999 for a final sale of the debtor's assets
to AAC, Aquacgenix Acquisition Corporation, for a consideration
of $1.6 million.  Equitable objects to the motion saying that the
debtor's proposal does not provide for a third party bidding
process.  In addition, the creditors have not been allowed to
inspect an Acquisition Agreement.  Equitable claims that the
letter agreement imposes obligations on the debtor, but does no
impose obligations on the purchaser, and the letter agreement
amounts to a blank check from the debtors' estates to AAC.  
Equitable also alleges that the proposed break up fee, at 5% of
the purchase price is too high.


AUTO WORKS, INC: Order Approves Disclosure Statement
----------------------------------------------------
The Honorable John C. Ninfo, II, US Bankruptcy court for the
Western District of New York entered an order approving the
Disclosure Statement combined with a notice of hearing on
Confirmation to be held on November 18, 1999 at 11:00 AM.

Treatment of Claims and Interests under the plan:

Class 1 - Priority Claims - Not impaired

Class 2 - Secured Claims - Not impaired

Class 3 - Unsecured claims - Impaired - Based on the liquidation
analysis, after payment of administrative and priority expenses,
approximately $880,200-$730,220 will be available for
distribution to
Class 3 unsecured claims.

Class 4 - interests are impaired under the plan, but holders of
Class 4 interests will retain all of their interests.


BROOKE GROUP: From Corporate Structure To Holding Company
---------------------------------------------------------
Effective October 1, 1999, Brooke Group Limited's predecessor
(also named Brooke Group Ltd.) reorganized its corporate
structure to form a holding company. The holding company
structure was implemented by a merger in which the predecessor
company merged with BGL Merger, Inc., a newly-formed, wholly-
owned indirect subsidiary of the predecessor, and each share of
common stock of the predecessor was automatically converted into
one share of common stock of Brooke Group Ltd.  As a result of
the merger, the predecessor company became an indirect wholly-
owned subsidiary of Brooke Group Ltd.  Under Section 251(g) of
the General Corporation Law of the State of Delaware, stockholder
approval of the merger was not required.  Also, in connection
with the merger, Brooke Group Ltd. adopted the stock options and
assumed all obligations as sponsor thereunder.


BRUNO'S: Summary of Second Amended Joint Plan
---------------------------------------------
PWS Holding Corporation, Bruno's, Inc., Food Max of Mississippi,
Inc., A.F. Stores, Inc., BR Air, Inc., Food Max of Georgia, Inc.,
Food Max of Tennessee, Inc., Food Max, Inc., Lakeshore Foods,
Inc., Bruno's Food Stores, Inc., Georgia Sales Company and SSS
Enterprises, Inc., filed their Second Amended Joint Plan of
Reorganization dated October 13, 1999.  

The Second Amended Plan parallels the Debtors' original plan in
all material respects.  All existing shares of common stock
issued by Bruno's, Inc., will be canceled and the Plan provides
for no distribution to Equity Holders.  

Premised on enforcement, pursuant to 11 U.S.C. Sec. 510(a), of
the subordination provisions contained in the trust indenture,
dated August 18, 1995, and the first supplemental trust
indenture, dated August 18, 1995, between Bruno's, as issuer of
the Subordinated Notes, and the Indenture Trustee, and all of the
documents and instruments relating thereto, as amended,
supplemented, modified or restated as of the Commencement Date,
the Plan proposes to cancel $421,121,590 of bonds issued under
the Indentures in their entirety.  

General Unsecured Creditors, on the Effective Date, or as soon
thereafter as is practicable, shall receive, in full and complete
satisfaction of such Allowed Claim, an amount, in Cash, equal to
$0.26 cents-on-the-dollar.  Classified in the Plan as Class 5,
General Unsecured Creditors will be entitled to vote to accept or
reject the Plan.  The Bondholders and Equityholders are deemed to
have rejected the Plan.  The Debtors estimate the Plan will
compromise some $135,000,000 of Class 5 Claims.  

To satisfy $462,164,419 of Pre-Petition Bank Debt, the Banks have
agreed to accept 25,000,000 shares of New Common Stock and
Bruno's grants the Banks a release of all claims that have been
or could be asserted by or on behalf of their Estates.  

The 25,000,000 shares of New Common Stock represent a 96% equity
stake in New Bruno's.  The remaining 4% equity stake will be made
available to officers and directors following the Effective Date.  

All Secured, Priority and Administrative Claims will be
reinstated or paid in full on the Effective Date of the Plan.

All pre-petition indemnification agreements to which Bruno's is a
party will continue past the Effective Date.  

The plan provides for the substantive consolidation of the
debtors' estates.   

To the continued chagrin of the Subordinated Noteholders, the
Plan explicitly provides that, as of the Effective Date, (a) any
and all avoidance claims accruing to the Debtors and Debtors in
Possession under sections 502(d), 544, 545, 547, 548, 549, 550
and 551 of the Bankruptcy Code shall be extinguished whether or
not then pending; and (b) any and all alter-ego or derivative
claims against present or former stockholders of the Debtors
accruing to the Debtors and Debtors in Possession shall be
extinguished whether or not then pending.

Occurrence of the Effective Date is conditioned on (i) entry of
an order confirming the Plan, (ii) the Debtors having no less
than $20,000,000 of free cash on hand, and (iii) available credit
under a New Working Capital Facility to fund working capital
needs following the Effective Date.  The Debtors agree that the
Effective Date will occur no later than 60 days following
Confirmation.


CANBY MOTORS: Baltimore Body Shop Chain Files Chapter 11
--------------------------------------------------------
Canby Motors Inc., a family-owned Baltimore automotive repair
business, filed for chapter 11 protection this month with assets
of $464,000 and liabilities of $1.2 million, according to The
Baltimore Business Journal. Canby said the company's rapid growth
and several years of mild winters hurt the company. Last year the
company closed two of its four locations to reduce costs. Among
the largest creditors are FCNB Mortgage and the Internal Revenue
Service. (ABI 18-Oct-99)


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 to consider the adequacy of the information
contained in the Disclosure Statement of Codon Pharmaceuticals,
Inc. and Oncor, Inc.

The Oncor plan provides for the orderly liquidation and
distribution of Oncor's assets.  The plan provides for the
payment of Administrative Expenses and priority tax claims in
cash in full on or as soon as practicable after the initial
distribution date, the payment of the NTFC Capital Corp. claim
equal to the deemed collateral value of the allowed NTFC Capital
Corp. secured claim with remaining funds to be used for payment
of other priority claims in full, and then general unsecured
claims subordinated Promethean unsecured claims and equity
interests in Oncor, in that order, on a pro rata basis.

Treatment of Classes of claims and equity interests in the Oncor
Plan:

Class 1 - NTFC Capital Corp. Secured Claims
Unimpaired.  Total Claims: $29,000(approx.) - estimated recovery
100%

Class 2 - Other priority claims - $12,600 - estimated recovery
100%

Class 3 - General Unsecured Claims - Impaired - Total Claims $6.7
million , total holders approximately 400.

Class 4 - Subordinated Promethean Unsecured Claims - 3 holders
$8.97 million - impaired

Class 5 - Equity interests - 471 holders - estimated recovery: 0


The Codon Plan provides for the orderly liquidation and
distribution of Codon's assets.  The plan provides for the
payment of administrative expenses and priority tax claims in
cash in full. Remaining funds will be used for the payment of
general unsecured claims and equity interests, in that order, on
a pro rata basis.


Treatment of Classes of claims and equity interests in the Codon
Plan:

Class C1 - General unsecured claims - $22.7 million - 150 holders
- Impaired

Class C2 - Equity Interests - Impaired - 1 holder - estimated
recovery - 0


CRAGAR: Enters into Licensing Arrangement With Carlisle Tire
------------------------------------------------------------
CRAGAR Industries, Inc. (OTC Bulletin Board: CRGR) reported that
it has signed a definitive agreement with Carlisle Tire & Wheel
Company, a wholly-owned subsidiary of Carlisle Companies
Incorporated (NYSE: CSL), whereby Carlisle will acquire CRAGAR's
specialty steel-based wheel assets and enter into an exclusive
licensing arrangement.  Under the terms of the Asset Purchase and
Licensing Agreements, Carlisle will be granted an exclusive
license to manufacture, market, distribute and sell CRAGAR's
well-known line of steel-based automobile and light truck wheels.  
In addition, Carlisle has the right to extend CRAGAR's line into
other vehicle wheels such as those for golf carts, ATV's and
other motorized vehicles.  The terms of the transaction were not
disclosed.

Michael L. Hartzmark, CRAGAR's President and CEO stated, "Our new
partner, Carlisle Tire & Wheel Company, is a leading manufacturer
and distributor of quality commercial, recreational and utility
tires and wheels. This arrangement with one of the premier wheel
manufacturers in the world will benefit our shareholders and
customers since CRAGAR steel-based wheels will now be produced by
a company with substantially greater capabilities in new product
development, manufacturing, distribution and selling." Dr.
Hartzmark also emphasized, "Our most valuable asset is our brand
name, which will be enhanced by this transaction.  This
partnership will let a vertically integrated manufacturer of high
quality steel-based wheels take a significant portion of our
wheel line to the market, while we focus our time, effort and
resources on extending the CRAGAR brand name through licensing
arrangements into other domestic performance automotive niches."

Barry Littrell, Executive Vice President of Carlisle, stated,
"CRAGAR's strong brand equity and reputation for quality products
and Carlisle's leading position in the market for automotive
aftermarket wheels is a winning combination.  This acquisition
will significantly broaden Carlisle's capabilities and allow us
to better serve our customers with the industry's widest range of
specialty wheels.  We are very pleased to have CRAGAR join us as
we continue to grow our business."

CRAGAR Industries, Inc. is an international designer, producer,
and seller of custom wheels and wheel accessories for cars,
trucks, vans, sport utility vehicles, racing vehicles, and
motorcycles.


CRIIMI MAE: GACC Objects To Bidding Protection Provisions
---------------------------------------------------------
German American Capital Corproation ("GACC") files an objection
to the debtors' motion to approve bidding protection provisions
of the Apollo Stock Purcahse Agreement and Deposit Escrow
Agreement.  GACC is a secured creditor with a secured claim in
principal amount in excess of $177 million as of the peititon
date. GACC objects to the Lock-Up provision and the Break Up Fee,
and concurs in the opposition of Merrill Lynch Mortgage Capital
Inc.


CRIIMI MAE: Judge Postpones Hearing on Reorganization Plan
----------------------------------------------------------
Judge Duncan W. Keir of the United States Bankruptcy Court in
Greenbelt, Md. has rescheduled to November 1, 1999, a hearing on
a motion by CRIIMI MAE Inc. (NYSE: CMM) to approve bidding
protection provisions of the recently announced Stock Purchase
Agreement (the "Apollo Purchase Agreement") with an affiliate of
Apollo Real Estate Advisors IV, L.P. ("Apollo").  The hearing had
previously been scheduled to take place today.  

Judge Keir also extended to November 1, 1999, the due date for
CRIIMI MAE Inc. and two affiliates to file their proposed
disclosure statement for their Joint Plan of Reorganization.

On September 9, 1999, CRIIMI MAE announced that Apollo agreed,
subject to a number of conditions, to participate in financing an
approximately $910 million plan of reorganization whereby CRIIMI
MAE would emerge from Chapter 11.

In their motion seeking the continuance, the debtors claim that
they and Apollo are currently in very active discussions with the
Official Committee of Usnecured Creditors of CMI and the Official
Committee of Equity Security Holders of CMI with respect to the
plan filed by the debtors and the motion to approve Apollo
Bidding Protection Provisions.  The discussions include
modifications to the Apollo Stock Purchase Agreement, including
the bidding protection provisions which are the subject of the
motion to approve Apollo Bidding Protection Provisions.


FACTORY CARD: Announces Management Changes
------------------------------------------
Factory Card Outlet Corp. announces that, in keeping with an
agreement with the company, Stewart M. Kasen has resigned as
Chairman, President and Chief Executive Officer and as a
Director, and that Bart A. Brown, Jr. has resigned as a Director.  
Robert C. Blattberg, who has served as a Director of the company
since December 1993, has been appointed Chairman.  William
E. Freeman has been appointed President and Chief Executive
Officer.  The company also announced that Gary Rada has been
promoted from Senior Vice President to Executive Vice President
and General Merchandise Manager.  Mr. Freeman is a co-founder of
the company and has been a Director of the company since its
formation.  Mr. Freeman previously served as Chairman of Factory
Card Outlet Corporation from April 1994 to April 1997, as Chief
Executive Officer of the company from May, 1994 to September 1996
and as President of the company from 1989 to 1994.  J. Bayard
Kelly, who co-founded the company with Mr. Freeman, will continue
to serve as a Director and as Chairman Emeritus.

Factory Card Outlet is a chain of company owned stores offering a
vast assortment of party supplies, greeting cards, gift wrap and
other special occasion merchandise at everyday value prices. On
March 23, 1999, the company filed a petition for reorganization
under chapter 11 of title 11 of the United States Code and is
currently operating as a debtor in possession. The company
continues to focus its efforts on reaching agreement with the
Official Committee of Unsecured Creditors regarding a
Plan of Reorganization.


FIRSTCITY: Provides Update On Liquidity Funding
-----------------------------------------------
FirstCity Financial Corporation (Nasdaq: FCFC) today updated the
status of the company's liquidity and funding.  The company
previously announced that its working capital revolving line of
credit was renewed and extended to June 30, 2000, in the amount
of $93 million.  Funding under this facility will not be
affected by yesterday's bankruptcy filing by its subsidiaries,
Harbor Financial Group, Inc., Harbor Financial Mortgage
Corporation and certain subsidiaries of Harbor Financial Mortgage
Corporation.  Harbor filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of
Texas.

Neither FirstCity Financial Corporation nor any of its affiliates
or business units, other than Harbor, have filed or are
contemplating filing bankruptcy proceedings.  FirstCity has not
guaranteed the indebtedness of Harbor and had previously reached
agreements with its own corporate revolver lenders to
permanently waive any events of default related to Harbor,
including a potential bankruptcy of those entities.  FirstCity
had also previously disclosed that it did not anticipate
recovering any of its $50.5 million investment in Harbor.
This loss will be reflected in its third quarter 1999 results.

The Company and its credit enhancement provider on the Consumer
residual assets and Consumer warehouse facility entered into
extension agreements providing for the waiver of the trigger and
termination events under those facilities related to losses at
Harbor until November 15, 1999.


FORMAN PETROLEUM: Hearing On Disclosure Statement
--------------------------------------------------
The hearing to consider approval of the Disclosure Statement for
the first amended joint plan of reorganization filed by Forman
Petroleum Corporation will be held on November 10, 1999 at 9:00
AM, Courtroom 705, Hale Boggs Federal Building, 501 Magazine
Street, New Orleans, Louisiana.


HARVARD INDUSTRIES: Pollazzi Owns 8.7% Of Common Stock Of Company
----------------------------------------------------------------
Roger G. Pollazzi beneficially owns 886,580,100 shares of common
stock of Harvard Industries Inc., with 100% sole and shared
voting and dispositive power over said stock.  The number of
shares of common stock represents 8.7% of the outstanding shares
of the company.

LOEWEN: Wasserstein Makes Concessions on Fees
---------------------------------------------
The Debtors tell Judge Walsh that Wasserstein has agreed to tie
the fees it will collect to a timetable for emergence from
chapter 11:

* if the effective date of a plan of reorganization occurs on or
before June 30, 2000, Wasserstein's fee will be capped at
$8,500,000;

* if the effective date of a plan of reorganization occurs after  
June 30, 2000, but before September 30, 2000, Wasserstein's fee
will be capped at $7,500,000;

* if the effective date of a plan of reorganization occurs after
September 30, 2000, Wasserstein's fee will be capped at
$6,500,000.

Wasserstein will continue to collect a $150,000 monthly fee, but
those monthly payments, will reduce Wasserstein's final fee by:

* 50% for monthly payments received in 1999; and

* 100% for monthly payments received in 2000.


LOEWEN: US Trustee's Appointments To The Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region III appoints the following
creditors to the Official Committee of Unsecured Creditors in
these chapter 11 cases:

(1) TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
    730 Third Avenue
    New York, NY 10017
    Attn: Roi Chandy
    Tel. (212) 916-5967/Fax # (212) 916-6140

(2) CALIFORNIA PUBLIC EMPLOYEE'S RETIREMENT SYSTEM
     400 P Street, Suite 3492
     Sacramento, CA 95814
     Attn: Curtis Ishii, Sr. Principal Investment Office
     Tel. (916) 326-3138/Fax # (916) 326-3330

(3) WACHOVIA BANK, N.A.
    191 Peachtree Street, 28th Floor
    Atlanta, GA 30303
    Attn: David K. Alexander, Sr. Vice President
    Tel. (404) 332-1474/Fax # (404) 332-6898

(4) UBS AG, Warburg Dillon Read
    677 Washington Boulevard
    Stamford, CT 06901
    Attn: Mark B. Cohen, Dir.
    Tel. (203) 719-1261/Fax # (203) 719-3162

(5) DEUTSCHE BANK, AG
    31 West 52nd Street
    New York, NY 10019
    Attn: Silvia Spear, Director
    Tel. (212) 469-8647/Fax # (212) 469-8213

(6) ALLIED CAPITAL CORPORATION
    1919 Pennsylvania Avenue, N.W.
    Washington, DC 20006
    Attn: Benjamin H. Nye, Principal
    Tel. (202) 973-6324/Fax # (202) 659-2053

(7) STATE STREET BANK AND TRUST COMPANY
    Two International Place
    Boston, MA 02110
    Attn: E. Decker Adams, Vice President
    Tel. (617) 664-561O/Fax (617) 664-5365

(8) NORWEST BANK
    406 Farmington Avenue
    Farmington, CT 06032
    Attn: Vito Iacovazzi, Vice President
    Tel. (860) 676-7808/Fax # (860) 676-7814

(9) WILLIAM R. ELDRIDGE
     2710 S. Rochester Road
     Rochester Hill, Ml 48037
     Tel: (248) 299-1250/Fax (248) 299-5805

Accordingly, Mr. Eldridge joins the Committee following Magten
Asset Management's resignation.  

Daniel K. Astin, Esq., is the Staff Attorney for the U.S. Trustee
assigned to the Debtors' cases.


LTV CORP: Reports $58 Million Loss
----------------------------------
Citing the continued effects of increases in steel imports,
higher labor costs and equipment failure, LTV Corp. reported a
loss of $58 million for the third quarter, which is greater than
expected, The Wall Street Journal reported. The company lost 58
cents a share, and analysts surveyed by First Call/Thomson
Financial had expected the company to report a loss of 51
cents per share. LTV Chairman and CEO Peter Kelly said, "High
inventories of dumped and subsidized imported steel continue to
depress domestic shipments and prices. In spite of intensified
cost reduction and price improvement efforts, LTV's steel
operations were unable to overcome the continuing effects of
unfairly traded imports." The company said it was also hurt in
the quarter by an increase in expenses, including $15 million in
benefit costs for a new United Steelworkers of America labor
agreement. (ABI 18-Oct-99)

MARINER POST-ACUTE: Nursing Home Operator Struggles with Debt
-------------------------------------------------------------
Mariner Post-Acute Network Inc., Atlanta, recently reported a
fiscal third-quarter loss of $405.7 million and that it missed
its debt payments due on Oct. 1, according to The Business
Journal. The company also said it will not make interest payments
due Nov. 1 on other debt. Mariner has informed lenders that it is
restructuring its debt and selling off its non-core businesses.
Mariner officials, like those at Vencor Inc. and Sun Healthcare
Group Inc., cite the Balanced Budget Act of 1997 as the primary
source of problems in the nursing home industry; saying that the
law cut the reimbursement rates paid by the government to nursing
homes through Medicare. Mariner has been reimbursed an average of
$115 less per day per Medicare patient since the law was enacted,
according to Mariner CFO George Morgan. (ABI 18-Oct-99)


MILLICOM INTERNATIONAL: AXA Controls 21.6% Of The Common Stock
--------------------------------------------------------------
The French firms AXA Assurances I.A.R.D. Mutuelle, AXA Assurances
Vie Mutuelle, AXA Conseil Vie Assurance Mutuelle, AXA Courtage
Assurance Mutuelle, and AXA. together with AXA Financial Inc.
(formerly known as The Equitable Companies Inc.) and organized in
the State of Delaware hold the following common stock in Millicom
International Cellular SA:  With sole voting power, 3,853,282
shares; with shared voting power, 6,698,100 shares; with sole
dispositive power 10,552,838 shares; with shared dispositive
power, -0- shares. The aggregate amount beneficially owned by
each is 10,552,838 shares, representing 21.6% of the outstanding
shares of common stock of Millicom International Cellular SA.  
However, the French firms, AXA Assurances Vie Mutuelle report
that the holding is not to be construed as an admission of
beneficial ownership.


NEWMONT MINING: FMR & Johnson Family Hold Substantial Stock
-----------------------------------------------------------
FMR Corp. has the sole power to vote, or direct the vote of
1,327,809 shares of common stock of Newmont Mining Corporation.  
Additionally, FMR Corp., Edward C. Johnson 3d and Abigail P.
Johnson each hold sole power to dispose or direct the disposition
of 17,355,424, or 10.359% of the common stock shares of Newmont
Mining Corporation.

Fidelity Management & Research Company, of Boston, Massachusetts,
a wholly-owned subsidiary of FMR Corp. and an investment adviser,
is the beneficial owner of 15,662,515 shares, or 9.349%, of the
common stock outstanding of Newmont Mining Corporation as a
result of acting as investment adviser to various investment
companies.

Edward C. Johnson 3d, and FMR Corp., through its control of
Fidelity, and the funds, each has sole power to dispose of the
15,662,515 shares owned by the Funds.

Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees.  Fidelity carries out the
voting of the shares under written guidelines established by the
Funds' Boards of Trustees.

Fidelity Management Trust Company, Boston, Massachusetts, a
wholly-owned subsidiary of FMR Corp. and a bank, is the
beneficial owner of 1,127,039 shares or 0.672% of the common
stock outstanding of the company as a result
of its serving as investment manager of the institutional
account(s).

Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive
power over 1,127,039 shares and sole power to vote or to direct
the voting of 761,939 shares, and no power to vote or to direct
the voting of 365,100 shares of common stock owned by the
institutional account(s).

Members of the Edward C. Johnson 3d family are the predominant
owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp.  
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp.  Mr. Johnson 3d
is Chairman of FMR Corp. and Abigail P. Johnson is a Director of
FMR Corp.  The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.  
Accordingly, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to
FMR Corp.

Fidelity International Limited, Hamilton, Bermuda, and various
foreign-based subsidiaries provide investment advisory and
management services to a number of non-U.S. investment companies
and certain institutional investors.  Fidelity International
Limited is the beneficial owner of 565,870 shares or 0.337% of
the common stock outstanding of Newmont Mining Corporation.

Prior to June 30, 1980, FIL was a majority-owned subsidiary of
Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR Corp.  On that date, the shares of FIL held by Fidelity
were distributed, as a dividend, to the shareholders of FMR Corp.  
FIL currently operates as an entity independent of FMR Corp. and
Fidelity.  The International Funds and FIL's other clients, with
the exception of Fidelity and an affiliated company of Fidelity,
are non-U.S. entities.

A partnership controlled by Edward C. Johnson 3d and members of
his family owns shares of FIL voting stock with the right to cast
approximately 39.89% of the total votes which may be cast by all
holders of FIL voting stock.  Mr. Johnson 3d is Chairman of FMR
Corp. and FIL.  FMR Corp. and FIL are separate and independent
corporate entities, and their Boards of Directors are generally
composed of different individuals.  Other than when one
serves as a sub adviser to the other, their investment decisions
are made independently, and their clients are generally different
organizations.


NIAGARA MOHAWK: Sells Albany Generating Station To PSEG Power
-------------------------------------------------------------
Niagara Mohawk Power Corp., a wholly owned subsidiary of Niagara
Mohawk Holdings, Inc. has agreed to sell its Albany oil and gas-
fired electric generating station to PSEG Power LLC for $47.5
million.  The sale price is 1.3 times the plant's book value of
approximately $36 million.  Niagara Mohawk could also receive up
to an additional $11.5 million if PSEG Power chooses to pursue
redevelopment of the Albany Steam Station.

PSEG Power is a wholesale electric generation and trading company
operating in the northeastern United States.  PSEG Power is an
unregulated subsidiary of Public Service Enterprise Group, Inc.,
a diversified energy company headquartered in Newark, N.J.

Under a transition power contract in place through September
2003, Niagara Mohawk will purchase electricity from PSEG Power at
prices consistent with those negotiated in its POWERCHOICE
regulatory agreement.

As part of the agreement, PSEG Power will accept the current
collective bargaining agreement with the International
Brotherhood of Electrical Workers Local 97 and will offer to
continue employment for employees at the Albany Steam Station.

"We are very pleased with the results of this sale," said William
E. Davis, Niagara Mohawk's chairman and chief executive officer.  
"For the past 47 years the Albany Steam Station has been an
important part of our commitment to deliver safe and reliable
power to our customers.  We're pleased that PSEG Power is the
successful bidder.  We believe their commitment to invest
in the competitive electric generation business offers the best
opportunity for the Albany Steam Station to continue as a power
producer and employer," Davis said.

Frank Cassidy, president of PSEG Power said, "The purchase of the
Albany plant, similar in design and operation to our own Sewaren
plant, gives PSEG Power its first entry into a new and important
power pool.  Our plant operation and electric trading experience
will allow us to both maximize the operation of the plant and
participate in the ongoing development of the power pool."

"We look forward to working with the employees as we integrate
the Albany plant into PSEG Power's portfolio and consider future
expansion at the site," added Cassidy.

The sale is subject to approval by the New York Public Service
Commission and various federal agencies.  Niagara Mohawk expects
to complete the transaction in the first quarter of 2000.

"Proceeds from this sale will be used to accelerate the
retirement of capital, consistent with our plan to create value
for our shareholders," said Davis.

Albany Steam Station is a 400-megawatt plant on the west shore of
the Hudson River in the town of Bethlehem, N.Y., three miles
south of Albany.  In operation since 1952, the plant was
originally built to burn coal.  It was converted to oil in 1970,
and natural gas capability was added in 1981.

Last November, Niagara Mohawk filed an application with the New
York State Board on Electric Generation Siting and the
Environment to redevelop the Albany Steam Station.  Niagara
Mohawk proposed to increase the plant's generating capacity to
750 megawatts, while substantially reducing air emissions and
Hudson River water usage.  A 'Certification of Completeness'
of the application is currently pending at the Siting Board.  
PSEG Power will consider continuation of the redevelopment
efforts.

The agreement to sell the Albany Steam Station is the latest
successful step in the divestiture of Niagara Mohawk's generating
facilities, one of the major elements of the company's
POWERCHOICE plan to reduce prices and promote competition.  So
far this year, the company has completed the sale of its coal-
fired and hydroelectric generating stations, and has announced
agreements to sell its Oswego Steam Station, Nine Mile Point One
Nuclear Unit, and its 41-percent share of the Nine Mile Point Two
Nuclear Unit.

Investment bankers, Merrill Lynch & Co. and Donaldson, Lufkin &
Jenrette Securities, are serving as Niagara Mohawk's financial
advisors for the Albany Steam Station sale.

Niagara Mohawk Power Corp. is an energy services company that
provides electricity to more than 1.5 million customers across
24,000 square miles of Upstate New York.  The company also
delivers natural gas to more than 500,000 customers over 4,500
square miles of eastern, central and northern New York.


NORD RESOURCES: Titanium Dioxide Project Sold TO MIL Investments
-----------------------------------------------------------------
Nord Resources Corporation has closed  the sale to MIL  
(Investments)  S.A.R.L. of its  50% interest in the Sierra Rutile  
titanium  dioxide project in Sierra Leone, West Africa. The
company's shareholders voted earlier this month to approve the
sale.

The sale  resulted in the return for cancellation  of  the  7.0
million, or 29.7% of the outstanding common shares of Nord  
Resources owned by MIL; the receipt by the company of $1.25
million in cash; and the  release of the company's guarantee of
$6 million of Sierra Rutile bank debt.  Nord Resources also
retains a 5% carried interest in the Sierra  Rutile
interest sold.  The company now has 16.5 million shares
outstanding.

The Sierra  Rutile sale will allow the company to move forward
with a new business strategy focused on base and precious metals,
and involving the acquisition of high potential projects which
are either producing currently or can be brought into production
quickly.

Nord Resources Corporation owns the Johnson Camp copper mine in
Arizona, which is currently being redeveloped, and a 28.5%
interest in Nord Pacific Limited, a diversified  international
resource company engaged in the production of  copper,  and  the  
exploration for and development of base  and precious metals and
strategic mineral, including copper, gold, silver, nickel   and  
cobalt.   Nord Pacific's  activities  are  located in Australia,
Papua New Guinea, Mexico, Canada, and the United States.


OKURA & CO: Summary of Treatment Under the Plan
-----------------------------------------------
A summary of classification and treatment of claims and equity
interest under the plan of Okura & Co.(America), Inc.:

Administrative Expense Claims -
Estimate of total Allowed Amount $4.2-$5.2 million

Priority Tax Claims - $200,000-$500,000

Secured Claims - $14.1 million - $16.9 million

Class 1 - Secured Claim of The Sakura Bank, Ltd.
Class 2 - Secured Claim of The Bank of Tokyo-Mitsubishi, Ltd.
Class 3 - Secured Claim of The Fuji Bank, Limited

Holders of claims in classes 1,2 and 3 are not impaired.

Class 4 - Priority Claims - 0
Not impaired

Class 5 - General Unsecured Claims $139 million - $154 million
Impaired.

Class 6 - Convenience Claims - $74,000
Not impaired

Subordinated Claim: $13 million - Impaired

Common Stock Equity Interest - 0

From and after the Confirmation Date, the debtor shall continue
in existence for the purpose of winding up its affairs as
expeditiously as reasonably possible.  The cessation of the
debtor's on-going business operations, and the overall
liquidation of its assets during the course of the Chapter 11
case, has been supported by the committee.

The projected cash available for distribution to claimants under
the plan is between $49.9 million and $65 million.  Estimated
total distributions to secured creditors under the plan is
between $14 million and $16 million.  Estimated total
distributions to convenience claims under the plan is $74,000.


PARAGON: Accepts Wellspring's Commitment and Ends Bidding
---------------------------------------------------------
Paragon Trade Brands, Inc. (OTC Bulletin Board: PGNFQ) today
announced that it has accepted a commitment by Wellspring Capital
Management LLC ("Wellspring") to acquire Paragon as part of a
plan of reorganisation (the "Wellspring Commitment") and has
filed, along with its Official Committee of Unsecured Creditors
(the "Creditors' Committee"), as a co-proponent, an amended plan
of reorganisation (the "Plan") and disclosure statement (the
"Disclosure Statement") in the United States Bankruptcy Court for
the Northern District of Georgia. The Plan filed today by Paragon
and the Creditors' Committee incorporates the terms of the
Wellspring Commitment. Paragon reported that the filing is the
culmination of a Bankruptcy Court-approved bidding process that
began July 13, 1999 and auction process that commenced on
September 21, 1999. Paragon, after consultation with the
Creditors' Committee, the Official Committee of Equity Security
Holders (the "Equity Committee") representing Paragon's
shareholders, The Procter & Gamble Company ("P&G") and Kimberly-
Clark Corporation ("K-C"), determined that Wellspring had
submitted the best bid of those received by the Company. The Plan
also contemplates that if, for some reason, the Wellspring
transaction is not consummated, the proponents may pursue
confirmation of a stand-alone plan of reorganisation. The
Creditors' Committee, as a co- proponent, strongly supports
the Plan.

The Wellspring Commitment provides for a U.S dollars 100 million
equity investment in Paragon by Wellspring in return for 84.1 per
cent of the new common stock of the reorganised entity
("Reorganised Paragon") to be issued pursuant to the Plan,
subject to dilution and diminution as a result of a rights
offering for up to 19.1 per cent of additional new common stock
(the "Rights Offering") and warrants for up to 5 per cent of the
new common stock (the "Warrants"). The Wellspring Commitment also
provides for Reorganised Paragon's issuance of approximately dlrs
160 million of 10 per cent senior subordinated notes (the "New
Notes") and obtaining new third party working capital financing
for Reorganised Paragon in the amount of at least dlrs 75 million
(the "New Financing"). Alternatively, the Wellspring Commitment
provides the option of issuing dlrs 150 million in New Notes with
a coupon based upon prevailing market rates for high yield notes
rated "B." Under either alternative, the distributable value
contemplated in the Wellspring Commitment would be insufficient
to satisfy unsecured claims against Paragon in full. However,
upon confirmation of a plan of reorganisation, all prepetition
claims against Paragon will be discharged.

Wellspring's obligation to close the transaction is subject to
(i) the completion of a mutually acceptable definitive stock
purchase agreement, (ii) Bankruptcy Court approval of the
Disclosure Statement incorporating the Wellspring Commitment by
November 26, 1999 (iii) confirmation of the Plan by January 15,
2000, (iv) all conditions precedent to closing the New Financing
having been satisfied and (v) other conditions precedent standard
in a transaction of this nature. The Plan contemplates that
substantially all of Paragon's current senior management will
continue with the Company. Paragon has filed a motion requesting
the Bankruptcy Court to set a date to consider approval of the
Disclosure Statement.

Paragon further reported that, in connection with the New
Financing requirement, Paragon has accepted a commitment from
Citicorp USA, Inc. for a dlrs 75 million working capital facility
(the "Citicorp Commitment") for Reorganised Paragon. The Citicorp
Commitment is also available to Paragon should it pursue
confirmation of a stand-alone plan of reorganisation as provided
under the Plan. The Citicorp Commitment is subject to the
completion of legal due diligence, execution by the parties of
definitive documents and approval by the Bankruptcy Court.

In the event the Wellspring transaction is consummated, holders
of allowed unsecured claims will receive distributions in amounts
equal to their pro rata share of (i) cash, (ii) New Notes, (iii)
new common stock of Reorganised Paragon (the "New Common Stock"),
as may be adjusted by the Rights Offering, (iv) if the
current shareholders vote to reject the Plan, the Warrants, and
(v) a portion of the proceeds, if any, of a litigation trust to
be established under the Plan (the "Litigation Trust"). If the
Wellspring transaction is not consummated and Paragon is
reorganised on a stand-alone basis, holders of allowed unsecured
claims will receive distributions in amounts equal to their pro
rata share of the New Common Stock. Under either scenario,
current shareholders (provided they vote to accept the Plan) will
receive their pro rata share of the Warrants and their pro rata
share of fifty percent of the proceeds, if any, of the Litigation
Trust. If current shareholders vote to reject the Plan, they will
not receive any Warrants and will only be entitled to receive
their pro rata share of that portion, if any, of the proceeds
from the Litigation Trust remaining after satisfaction in full of
all allowed unsecured claims.

Commenting on the Plan and the Wellspring Commitment, Bobby
Abraham, Chief Executive Officer of Paragon, stated, "We are
delighted to have concluded our auction process and, as a result,
to have finalised our agreement with Wellspring and to have filed
our amended plan of reorganisation with the Bankruptcy Court. We
are also very pleased to have the support of the Creditors'
Committee as a co-proponent of our Plan. These events are major
milestones in our progress toward emergence from Chapter 11. We
now look forward to moving ahead with completing the transaction
with Wellspring and exiting Chapter 11 as expeditiously as
possible."
  
Wellspring Capital Management LLC manages a private investment
partnership focused on investing in companies where it can create
substantial value by contributing management expertise,
innovative operating and financial strategies and capital.

The partnership's capital is provided by investors who are among
the largest and most respected public and private pension funds,
corporations and financial institutions in the U.S. and Canada,
as well as from the principals of Wellspring.

Paragon Trade Brands is the leading manufacturer of store brand
infant disposable diapers in the United States and, through its
wholly owned subsidiary, Paragon Trade Brands (Canada) Inc., is
the leading marketer of store brand infant disposable diapers in
Canada.


PSI INDUSTRIES: Creditors' Committee Taps Counsel
-------------------------------------------------
The Unsecured Creditors' Committee of PSI Industries, Inc. seeks
court authorization to employ Thomas R. Lehman, a partner of the
law firm of Tew Cardenas Rebak Kelllogg Lehman DeMaria & Tague,
LLP as its attorney in this case.

The attorney will be responsible to give advice to the Creditors'
Committee with respect to defending the interests of the
unsecured creditors of the estate;

To prepare motions, pleadings, order, applications, adversary
proceedings, and other legal documents necessary to preserve the
interests of the unsecured creditors in this estate.

To represent the Creditors committee in all matters pending
before the court which affect the interests of the unsecured
creditors of this estate.


SINGER:  Thomas Noering to Head North American Operations
---------------------------------------------------------
The Singer Company (NYSE: SEW) today named Thomas W. Noering
president of Singer Sewing Company, responsible for consumer
products marketing in the United States and Canada.

Mr. Noering, most recently director of international marketing
and sales for Timex Corporation, brings a wealth of 30 years of
experience with premier packaged goods marketing companies,
including Kraft General Foods, RJR Nabisco, Del Monte and
Gillette.  At Timex, he successfully developed the market in the
Asia Pacific and, later, restructured the company's Europe
region, turning around the business to profitability.

Mr. Noering succeeds Helmut Ott, who had served for the past year
as President of Singer Sewing, as well as president of Pfaff USA.  
Under German bankruptcy laws, Pfaff will become an independent
entity and will no longer be consolidated in Singer's financial
statements.  Under these circumstances, Mr. Ott has resigned from
Singer and has elected to remain with Pfaff, where he has served
for 34 years.

Mr. Noering will divide his time between Singer's Murfreesboro,
TN, U.S. headquarters and the Singer Ltd. Office in New York
City.

Singer is one of the most widely recognized and respected brands
in the world.  The company is the world's leading manufacturer
and distributor of consumer sewing machines and is an
international retailer and distributor of consumer durable
products, doing business in 150 countries.  Singer's sales in
1998, excluding sales for Pfaff, were approximately $1 billion.


SUBMICRON SYSTEMS: Sale of Assets Consummated
---------------------------------------------
SubMicron Systems Corporation (OTC Bulletin Board: SUBM)
("SubMicron") announced that it has received approval from the
United States Bankruptcy Court for the sale of substantially all
of the assets of SubMicron and its subsidiaries to Akrion LLC
("Akrion").  Key elements of the transaction, totaling over $55
million, include the assumption of SubMicron's trade payables and
the continued employment of substantially all of SubMicron's
worldwide workforce.  Akrion is sponsored by Sunrise Capital
Partners, L.P., an affiliate of Houlihan Lokey Howard & Zukin;
along with SubMicron's secured lenders, Equinox Investment
Partners and Celerity Partners; and members of SubMicron's senior
management.

Akrion has in excess of $11 million in cash on hand and total
debts of less than $1 million.  With the assumption of
pre-petition and post-petition trade payables, Akrion anticipates
enjoying the continued beneficial relationships with SubMicron's
previous suppliers and the prompt return to normal payment terms
with them.

To reinforce its desire to become the dominant player in its
market, Akrion has earmarked over $8 million in funds for
investment in several accelerated product development programs,
increased staffing and a new technology center in Singapore.  


SUN TV: Hearing To Consider Approval of Disclosure Statements
-------------------------------------------------------------
A hearing will be held on November 15, 1999 at 2:00 PM at the US
Bankruptcy Court, 824 Market Street, 6th Floor, Wilmington,
Delaware to consider the adequacy of the information contained in
the Disclosure Statements.

Summary of Classification and Treatment of Claims and Equity
Interests Under the Plan:

Administrative Expense Claims - Unimpaired - Estimated Aggregate
Amount of Allowed claims - $6.5 million - 100% Recovery

Priority Tax Claims - Unimpaired $1.5 million - 100% recovery

Class 1 - Priority Non-tax claims - $6,461 - 100% Recovery

Class 2 - Secured Claims - Impaired - $0 - estimated percentage
recovery of allowed claims - 100% of the value of the collateral
securing such claim

Class 3 - Unsecured claims - Impaired - Estimated aggregate
amount of allowed claims - $82.7 million, estimated percentage
recovery of allowed claims - 7%

Class 4 - Convenience claims - unimpaired $450,000 - 100%

Class 5 - Preferred stock - Impaired - deemed rejected and not
entitled to vote.

Class 6 - Common Stock - Impaired- deemed rejected and not
entitled to vote.


TRACE INTERNATIONAL: Creditors' Panel Looks To Sue Officers
-----------------------------------------------------------
The unsecured creditors' committee of Trace International
Holdings Inc. requested on Oct. 12 permission to bring legal
action against some of the current and former officers of the
company. The committee's application, filed with the U.S.
Bankruptcy Court in Manhattan, charges directors and officers of
Trace and affiliate Trace Foam Sub Inc. with "breaches of their
fiduciary duties and the waste of corporate assets." The final
date to submit claims under the $50,000,000 coverage of the
directors and officers insurance program is Oct. 19, the motion
reveals. The committee requested that it be authorized to file
the claim in time to allow for recovery of funds against the
insurance. (The Daily Bankruptcy Review and ABI October 18, 1999)


UNITED COMPANIES: Announces Change in CEO and Appointment of CFO
----------------------------------------------------------------
United Companies Financial Corporation (OTC: UCFNQ), which has
been operating in a chapter 11 proceeding since March 1, 1999,
announced today that Deborah Hicks Midanek, who has been its
Chief Executive Officer since the commencement of its chapter 11
bankruptcy case, has resigned in order to attend to family
health issues. The Company's Board of Directors has appointed
Lawrence J. Ramaekers, who has been serving as Chief Operating
Officer since July 1999, to replace Ms. Midanek as Chief
Executive Officer. Mr. Ramaekers will also continue to serve in
his current capacity as Chief Operating Officer of the Company.
Chairman of the Board of Directors, James J. Bailey, III said,
"The Board of United Companies wants to express its appreciation
for the exemplary dedication and skill Ms. Midanek brought to an
extremely complex and challenging assignment. Her tireless work
on behalf of all the stakeholders will be difficult to replace."

Like Ms. Midanek, Mr. Ramaekers is a principal of Jay Alix &
Associates, a crisis management and turnaround consulting firm.
He brings 20 years of experience in the daily operation and
management of numerous companies in chapter 11, including Color
Tile, Inc., Cardinal Industries, Inc., Fred Sanders, and Phoenix
Steel.  The Company also announced today that Rebecca A. Roof,
also of Jay Alix & Associates, has been named as Chief Financial
Officer by the Company's Board of Directors. Ms. Roof brings
extensive experience in crisis management and restructuring
acquired during her association with Jay Alix & Associates.

She has served as Vice President and CFO of a Houston-based
oilfield services company, CFO of a Houston-based distributor and
retailer of after-market auto parts, and interim CFO and Deputy
Restructuring Officer for a Pennsylvania-based teaching hospital.  

The Company is currently soliciting third party interest in
its servicing platform and such efforts will continue. In this
regard, the Company is seeking an experienced and qualified sub-
servicer to assume the Company's functions as servicer in the
pooling and service agreements relating to the Company's prior
securitization transactions. The Company services a loan
portfolio of nearly $ 6 billion. During the week of September 20,
the Company began to distribute requests for proposals ("RFPs")
to interested third parties. The Company desires to receive
responses to it RFPs and complete negotiations for an agreement
on a servicing transaction by the end of November and incorporate
the transaction in its plan of reorganization. There can be no
assurance that the Company's efforts will result in an acceptable
agreement being reached. Any agreement will be subject to
approval by the Bankruptcy Court.  In this context, the Company
has filed a motion in its chapter 11 case to extend the period
during which the Company possesses the exclusive right to file a
plan of reorganization.  If the bankruptcy court grants this
motion, the exclusive period will be extended to February 26,
2000, and the Company will have until April 27, 2000 to solicit
acceptances of its plan. The hearing on this motion is scheduled
to take place on November 3, 1999.  United Companies is a
specialty finance company that services non-traditional consumer
loan products. The Company has been in a Chapter 11
reorganization since March 1, 1999.


Meetings, Conferences and Seminars
----------------------------------

October 22-26, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or ljfialkoff@turnaround.org

November 4-5, 1999
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      Assessing the Present and Looking to the Future
         The Doubletree Hotel, Nashville, Tennessee
            Contact: 1-423-549-7000 or mmiller@bdbc.com

November 11-13, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION    
      11th Annual Advanced ALI-ABA Course of Study:
      The Emerged and Emergine New Uniform Commercial Code
         New York Hilton Hotel, New York City
            Contact: 1-800-CLE-NEWS

November 17-20, 1999
   AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW
   SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL
   BANKS OF THE DOMINICAN REPUBLIC
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

February 27-March 1, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448
March 30-April 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

June 29-July 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

September 21-22, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

                   
                     *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com 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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