TCR_Public/991022.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 22, 1999, Vol. 3, No. 205

ACME METALS: Alpha Tube Taps Connolly Bove Lodge & Hutz LLP
AMRE INC: Motion To Require Payment of Dividend
BROTHERS GOURMET: Hearing To Consider Disclosure Statement
BRUNO'S: Examiner Objects To Debtors' Prosecution of Claims
CRIIMI MAE: Agreement To Extend Time For Committee's Objection

DEBBIE REYNOLDS: BAP Addresses Surcharge and Superpriority   
DEVLIEG-BULLARD: Seeks To Retain PricewaterhouseCoopers
EQUALNET: Announces Improved Fourth Quarter Results
FLORIDA COAST: Hearing To Consider Disclosure Statement
FLORIDA COAST: Taps Deloitte & Touche For Tax Preparation

FORMAN: Applies To Employ Special Litigation Counsel
FOSTER WHEELER: Signs Definitive Agreement With Robbins
GULF STATES: Noteholder Committee Supports Exclusivity Extension
HECHINGER: Bondholders Object to Bidding Procedures
HVIDE MARINE: Hearing On Approval of Disclosure Statement

HVIDE MARINE: Meeting of Creditors
IONICA PLC: Opposes Dismissal of Case
LOEWEN: Asks Court To Set Bar Date
LOEWEN: Held To Non-Compete Deals
NEXTWAVE: Improved Chances of Retaining Licenses

PLOOF TRUCK: Notice of Auction and Sale Hearing
QUANALYZE OIL: Taps Plunkett & Gibson
QUANALYZE OIL: Responds to US Trustee's Motion For Dismissal
SOURCEONE WIRELESS: Seeks More Time To Assume/Reject Leases
SUN HEALTHCARE: Obtains Court OK To Honor Prepetition Obligations

SUN HEALTHCARE: Court OK's Medicare/Medicaid Reconciliation
WSR CORP: Seeks To Extend Exclusive Periods



ACME METALS: Alpha Tube Taps Connolly Bove Lodge & Hutz LLP
Alpha Tube Corporation, one of the debtors in this case, seeks a
court order authorizing the retention and employment of Connolly
Bove Lodge & Hutz LLP as co-counsel and substitution of counsel.

AMRE INC: Motion To Require Payment of Dividend
A hearing on A. Eicoff & Company's motion to require payment of
dividend has been set for hearing on November 10, 1999 at 9:30 AM
before the Honorable Steven A. Felsenthal, US Bankruptcy Court,
1100 Commerce Street, courtroom 3, 14A7, Dallas, Texas.

A. Eicoff & Company, a general unsecured creditor states that on
information and belief, AMRE has previously distributed a 10%
divdend to Class 6 general unsecured creditors holding allowed
claims.  AMRE has failed and refuses to make a distribution to
Eicoff.  Eicoff asserts that AMRE now will or has distributed a
second 10% dividend to Class 6 unsecured creditors, and again
refuses to distribute any payment to Eicoff.

BROTHERS GOURMET: Hearing To Consider Disclosure Statement
A hearing to consider the approval of the Disclosure statement of
Brothers Gourmet Coffees, Inc., and its affiliates will be held
before the Honorable Mary F. Walrath, US Bankruptcy Court,
Wilmington Delaware at 2:00 PM on November 16, 1999.

BRUNO'S: Examiner Objects To Debtors' Prosecution of Claims
Harrison Goldin, fulfilling his duty as the Court-appointed
Examiner in the Debtors' chapter 11 cases, presented his Final
Report to Judge Robinson and the core parties-in-interest setting
forth his findings of fact, financial analysis, legal conclusions
and recommendations concerning potential claims arising from the
Leveraged Recapitalization.  

The publicly-disclosed conclusions reached by Mr. Goldin in the
Examiner's Report are generally consistent with the conclusions
of the Debtors' Leveraged Recapitalization Report.  "In light of
the multiple legal and factual obstacles to any substantial
fraudulent transfer or illegal distribution recovery by the
Debtors, the Examiner believes the prosecution of such claims is
extremely difficult to justify," Mr. Goldin tells the
Court.  Having exhaustively considered the various potential
causes of action arising out of the Recapitalization from
financial, factual and legal perspectives, the Examiner concludes
that the prospects for successful prosecution of such claims are
not promising.  

As a financial matter, the Examiner believes the Recapitalization
did not leave the Debtor insolvent (if a proper measure of
solvency is used) or with unreasonably small capital.  As a
factual matter, the Recapitalization differed fundamentally from
prior highly-leveraged transactions that have been found to be
unlawful: among other things, the risks of the transaction
are borne by the acquiror (KKR) and the lenders (who were
unsecured), rather than shifted onto pre-transaction creditors.  
Finally, as a legal matter, the laws of the governmental
jurisdictions (Alabama and, if suit is filed in Delaware, the
Third Circuit) present formidable obstacles to recovery from
the principal defendants.

The Examiner gave prime consideration to the Debtor's potential
claims under Alabama's fraudulent transfer statute.  The Report
first considers the financial effect of the Recapitalization:
whether it rendered Bruno's insolvent or left it with
unreasonably, small capital.  The Examiner considers it LIKELY
that a court will permit use of a "business enterprise"
valuation method to determine Bruno's solvency following the
Recapitalization.  Assuming such a valuation method is used, the
Examiner believes a court will find Bruno's to have been solvent.  
It is possible, however, that a court might require use of a
"piecemeal," or "asset-by-asset," valuation method to determine
solvency.  The Examiner believes use of such a method would be a
mistake and would result in an improper valuation of Bruno's; it
would, however, result in a determination that Bruno's was
rendered insolvent by the Recapitalization.  The Report also
evaluates whether Bruno's was left with unreasonably small
capital and concludes that a court is UNLIKELY to find this to
have been the case.

The Examiner closely scrutinizes the defenses available to the
various potential fraudulent transfer defendants.  Each of the
principal defendants -- the former shareholders, the banks and
KKR has substantial defenses:

* The Examiner believes that, from an equitable standpoint,
Bruno's former shareholders are the most compelling fraudulent
transfer defendants.  However, a recent decision by the Third
Circuit eliminates fraudulent transfer claims against most
shareholders and makes it unlikely that the Debtor will have such
claims even against the insider shareholder (the Bruno family).  
These defenses would not apply, however, if the fraudulent
transfer suit was brought in Alabama, rather than Delaware.

* The potential fraudulent transfer claims against the banks are
limited by Alabama's unique fraudulent transfer statute, which,
by its terms, appears to apply only to transfers and no also to
obligations.  The Examiner believes it LIKELY that the Alabama
statute will be read to apply only to transfers, in which case
the Debtor's potential recoveries from the banks will be
substantially limited (although still significant).

* Were the Recapitalization found to have been a fraudulent
transfer, the Examiner considers it LIKELY that the Debtor would
be able to recover from KKR the almost $19 million in fees and
expense reimbursements paid to KKR at the time of the
Recapitalization.  The Examiner considers the prospect REMOTE
that the Debtors will be able to hold KKR liable for much larger
amounts because it was the entity "for whose benefit" the
Recapitalization was effectuated.

The Examiner considers what remedies a court would likely apply
in the event the Recapitalization were found to have been a
fraudulent transfer for which one or more defendants were liable.  
Because these cases involves the unusual circumstance that the
great majority of the Debtors' existing debt is held by parties
that financed the transaction now under scrutiny; virtually all
the remaining debt is held by trade vendors who extended
credit to the Debtors and regularly turned over their receivables
subsequent to that transaction.  The Examiner believes there is a
REASONABLE chance that the holders of the bank debt and
subordinated notes issued in connection with the Recapitalization
will be barred on common law estoppel and ratification grounds
from sharing in the benefits of any fraudulent transfer
recoveries.  The Examiner believes there also is a REASONABLE
(albeit somewhat lower) prospect that post-Recapitalization trade
creditors will similarly be barred.  An estoppel ruling of either
or both of these sorts could dramatically limit the Debtors'
fraudulent transfer recoveries, effectively imposing an aggregate
cap @n those recoveries of either $1OO million (if
Recapitalization participants were barred from participating) or
close to zero (if subsequent trade creditors were also barred).  
While a result of this sort would have little case lack,
precedent, it would rest upon the compelling equitable grounds
present in this case.

The Report also considers the Debtors' potential recoveries under
Alabama's illegal distribution statute.  As with respect to the
fraudulent transfer statute, the Examiner believes it LIKELY that
the court will apply an "enterprise value" approach to determine
Bruno's solvency on a balance sheet basis.  Use of this test
would result in a finding of solvency, whereas application of an
asset-by-asset valuation test would result in a determination of
insolvency.  To recover from directors under the illegal
distribution statute, the Debtors would need to show that they
breached their fiduciary duties of either care or loyalty, an
outcome the Examiner considers UNLIKELY.  The Examiner believes
the prospect of obtaining a recovery from Bruno's shareholders
under this statute is REMOTE.

In light of the multiple legal and factual obstacles to any
substantial fraudulent transfer or illegal distribution recovery
by the Debtors, the Examiner believes the prosecution of such
claims is extremely difficult to justify.  This is particularly
so with respect to claims against the banks. Given the practical
difficulty, if not impossibility, of concluding this chapter 11
case prior to a resolution of the claims against the banks (which
will be receiving most of the reorganized Debtors' equity).  
Prosecution of claims against other defendants, such as the
former shareholders and KKR, would not impede the administration
of this chapter 11 case, but the potential benefits from such
suits would appear to be limited and speculative.
(Bruno's Bankruptcy News Issue 26; Bankruptcy Creditor's Service

CRIIMI MAE: Agreement To Extend Time For Committee's Objection
CRIIMI MAE Inc. and the Official Committee of Unsecured  
Creditors of CRIIMI MAE Inc. stipulate and agree that the period
of time within which the Committee may file and serve an
objection to the debtor's motion to approve bidding protection
provisions of the Apollo Stock Purchase Agreement and Deposit
Escrow Agreement shall be extended through and including October
26, 1999.

DEBBIE REYNOLDS: BAP Addresses Surcharge and Superpriority   
Lender Liability News reports on October 15, 1999 that
the bankruptcy court erred in ruling that the oversecured
creditor was not subject to surcharge as a matter of law under
Section 506(c) of the Bankruptcy Code because it was an
oversecured creditor and only the most junior secured creditor
could be surcharged.  The court was required to conduct a benefit
analysis to determine whether a Section 506(c) surcharge was
appropriate rather than applying a per se rule.  Further, the
court erred in approving the distribution of the surcharge to the
debtors' attorney at the expense of the appellant creditor's
superpriority claim.  (Calstar Corp. v. Debbie Reynolds Hotel &
Casino, Inc., et al. (In re Debbie Reynolds Hotel & Casino, Inc.,
et al.), BAP No. NV-98-1862-RyKBu (Bankr. 9th Cir. Aug. 13,

After confirmation of the debtors' Chapter 11 liquidating plan,
their attorney informed the oversecured creditor that he intended
to seek a surcharge against its collateral pursuant to Section
506(c) for rendering services related to the maintenance and
preservation of the casino property.  The attorney and the
oversecured creditor entered into a settlement agreement that
gave the attorney a 50,000 surcharge against the oversecured
creditor's claims and precluded any other creditor, including the
appellant creditor, from surcharging any of the oversecured
creditor's collateral.

The appellant creditor was an administrative claimant that had
loaned the debtor 150,000 postpetition on a superpriority basis
pursuant to Section 364(c)(1).  The bankruptcy court approved the
settlement agreement over the appellant's objection.  The court
ruled that the oversecured creditor was not subject to surcharge
because it was oversecured, but it was not precluded from
voluntarily paying the attorney from its share of the sale

The 9th U.S. Circuit Bankruptcy Appellate Panel reversed pursuant
to Section 364(c)(1) and Section 506(c).

The bankruptcy court erred as a matter of law in determining that
an oversecured creditor could not be surcharged under Section
506(c), thereby precluding the appellant creditor from
surcharging the oversecured creditor. The general rule is that
postpetition administrative expenses may not be charged
against secured collateral.  Rather, these expenses are
chargeable against the estate's unencumbered assets.  However, at
common law the general rule was disregarded when a trustee
expended funds to preserve the very property securing
the debt.  This equitable exception was codified in Section
506(c).  A claimant must satisfy only three requirements to
surcharge under Section 506(c): the expense must be necessary,
reasonable and limited to the extent of the benefit to the
secured party.

The bankruptcy court approved the immunizing language in the
settlement agreement, ruling that because the oversecured
creditor was not subject to surcharge anyway (because it was
oversecured), the agreement would be approved. This finding
reflected a misunderstanding of Section 506(c).  The statute
neither distinguishes between undersecured and oversecured
creditors nor states that oversecured creditors do not fall
within the class of secured creditors subject to surcharge.  
Although a number of cases have held that Section 506(c)
does not apply when the creditor is oversecured, these cases
reached this conclusion on the basis of no benefit because the
secured creditor would have been paid in full regardless of the
claimant's performance.  But these cases do not support a per se
rule that Section 506(c) never permits oversecured
creditors to be surcharged.  Oversecured status is merely a
factor to be considered in the benefit analysis.

The Bankruptcy Appellate Panel noted with respect to the case at
bar that, assuming the appellant's superpriority loan allowed the
oversecured creditor to recover more with the debtors as a going
concern than it would have recovered in a foreclosure sale, the
oversecured creditor would have received a benefit.

Finally, the bankruptcy court's approval of the surcharge in
favor of the attorney was erroneous because the distribution
impermissibly altered the appellant's superpriority claim.  The
distribution directly to the attorneyrather than to the estate
enabled the attorney to get paid on a mere administrative claim
ahead of the holder of a superpriority claim.  Because the
attorney bore the risk of nonpayment as a result of the debtors'
superpriority borrowing, the use of Section 506(c) to pay the
attorney at the expense of the appellant was improper.

Appellant Calstar Corp. was represented by Jeffrey R. Sylvester
of Sylvester & Polednak, Las Vegas.  Debbie Reynolds Hotel &
Casino, Inc. was represented by Lenard E. Schwartzer of Hale,
Lane, Peek, Dennison & Howard, Las Vegas.  Resort Funding, Inc.
was represented by Bob L. Olson of Shea & Carlyon Las Vegas.

DEVLIEG-BULLARD: Seeks To Retain PricewaterhouseCoopers
DeVlieg-Bullard Inc. seeks authority to retain and employ
PricewaterhouseCoopers (PwC) LLP as accountants and financial
advisors, and authorizing the Committee to utilize the financial
advisors for specific purposes.

PwC will prepare reports and provide general financial analysis
for the Committee upon request.  If either party asks for
confidentiality, PwC will not share such report or analysis.  In
the event that either the Committee or the debtor believe that
they require the services of PwC on an exclusive basis, it will
so notify the other.  The hourly rates that will be charged for
this matter range from $150 for an associate to $350 for a

EQUALNET: Announces Improved Fourth Quarter Results
Equalnet Communications Corp. (Nasdaq: ENETC) announced
improved fourth quarter earnings, the conversion of certain high-
cost debt to equity by two note holders, and the appointment of a
new Chief Financial Officer.

Consolidated revenues for the three months ended June 30, 1999
were $7.1 million, a 65% increase over the $4.3 million for the
corresponding period last year. Gross margin on long-distance
sales for the three months ended June 30, 1999 was $1.8 million,
in contrast with a $2.1 million loss for the corresponding period
last year. Net loss applicable to common stock, which includes
non-cash preferred stock dividends deemed distributed to
preferred shareholders, for the three months ended June 30, 1999
was $2.4 million, or $.08 per common share, compared to a net
loss of $9.7 million, or $.53 per common share for the same
period last year.

Mitchell H. Bodian, Equalnet's President and Chief Executive
Officer, said "We are gratified with our results for the fourth
quarter, which reflects improving performance from our core long-
distance operations. Now that our wholly-owned subsidiary's
consummation of a plan of reorganization is behind us, we can
better focus on our primary goal to grow operating profits
through cost efficiencies, revenue enhancements, accretive
acquisitions, and entry into new related niche business areas."

For the year ended June 30, 1999, consolidated net loss
applicable to common stock was $22.2 million, or $1.11 per common
share, compared to $18.0 million, or $1.64 per common share in
1998. Included in the 1999 results were approximately $4.2
million of non-cash preferred stock dividends deemed distributed
to preferred shareholders. Excluding this non-cash deemed
distribution, net loss for 1999 was $18.0 million, compared to
1998's net loss of $17.9 million. Included in the 1999 results
was an extraordinary gain of $10.0 million on the forgiveness of
debt related to the emergence of a wholly- owned subsidiary from
bankruptcy protection.

The Company also announced today two holders of debt, Genesee
Portfolio-B Limited and Willis Group LLC have converted
approximately $3.0 million of high-cost debt into preferred
stock. Mr. Bodian stated "we appreciate the confidence displayed
by both Genesee Investments and the Willis Group in their
conversion of debt to equity. This represents an extremely
positive step forward for Equalnet Communications."

The Company added it had appointed Michael P. Gallagher as its
Chief Financial Officer. "Michael's background and experience
should enable him to make a meaningful contribution to our
financial operations and executive management of the Company,"
said Mr. Bodian. Prior to joining Equalnet, Mr. Gallagher spent
the past eight years at PricewaterhouseCoopers. Mr. Gallagher
earned his MBA from Texas A&M University, his BBA from the
University of Texas at Tyler, and is a Certified Public

In addition, Mr. Bodian confirmed both the previously announced
merger with The Intelesis Group, Inc. and acquisition of Network
Communications Solutions, LLC would not occur, but the Company
was continuing to explore various alternatives in connection with
advertiser-sponsored telecommunications services.

Equalnet is a nationwide supplier of telecommunications
services headquartered in Houston, Texas. The Company provides a
comprehensive array of discounted long-distance and other
telecommunications services.

FLORIDA COAST: Hearing To Consider Disclosure Statement
The debtors, Florida Coast Paper Holding Company, LLC and its
affiliates, and the Ad Hoc Committee of Holders of 12 3/4% First
Mortgage Notes Due 2003 will file with the Bankruptcy Court a
joint chapter 11 plan and a proposed disclosure statement.  A
hearing on the Disclosure statement will be held before The
Honorable Peter J. Walsh, at 1:30 PM, November 17, 1999, US
Bankruptcy Court, Wilmington, Delaware.

FLORIDA COAST: Taps Deloitte & Touche For Tax Preparation
The debtors, Florida Coast Paper Holding Company, LLC and its
affiliates, seek to employ and retain Deloitte & Touche LLP nunc
pro tunc to May 27, 1999, for tax preparation services.  Deloitte
& Touche is owed approximately $7,000 for postpetition services
rendered to the debtors, and will be owed between $12,000 and
$15,000 by mid-October, 1999, at the completion of the debtors'
mid-October tax returns.

FORMAN: Applies To Employ Special Litigation Counsel
Forman Petroleum Corporation seeks to employ Mark C.Dart, NeilC.
Abrmason, Ronald J. White and the law firm of Phelps Dunbar as
special litigation counsel for the purpose of representing the
debtor in certain personal injury actions arising out of
individuals' respective work at one of the debtor's well sites.

FOSTER WHEELER: Signs Definitive Agreement With Robbins
Foster Wheeler Corporation announced that it has
signed a definitive Restructuring Agreement with holders of
approximately 80% of the outstanding Bonds issued to finance the
Robbins Resource Recovery Facility located in Robbins, Illinois.
Agreements were signed following authorization by the governing
body of the Village of Robbins. Under the definitive
Restructuring Agreement signed on October 20, existing
bonds will be exchanged for new bonds under a pre-packaged plan
of reorganization for the special purpose subsidiaries involved
in the project.

Foster Wheeler has agreed, as its remaining financial obligation,
to be responsible for $ 113 million of the new bonds. The
facility is expected to be transferred to a new third party
owner/operator. Foster Wheeler will operate the facility on a
cost reimbursable basis for up to two years pending transfer
to the new third party owner/operator. The agreement will be
implemented following anticipated confirmation of the
restructuring plan by the Bankruptcy Court. Filing is expected to
be made in early December. The specific elements of the
Restructuring Agreement were included in the company's July 27,
1999 announcement of its preliminary agreement with certain

As a result of the transaction, the company will record
a pre-tax charge of $ 214 million in the fourth quarter. In
addition the company, in the third quarter, incurred a pre-tax
loss of approximately $ 13 million, related to the project, which
included transaction expenses and represented costs associated
with continuing maintenance and technical enhancements made in
preparation for the transfer of the facility to a third
party. "While we fully recognize the impact of such a significant
write down on the company's balance sheet, we believe this
restructuring to be in the best interests of the company given
the inordinate length of time it is taking to reach a conclusion
in our Retail Rate Law litigation. The Restructuring Agreement
allows us to limit our financial exposure and terminate our
operational obligations to the project. It also allows us to
continue with our plans to reduce debt, improve earnings and cash
flow, as well as strengthen our balance sheet over the long
term," said Thomas R. O'Brien, General Counsel and Senior Vice
President Corporate Affairs. Richard J. Swift,
chairman, president & CEO added, "The uncertainties and
distractions of Robbins are now behind us. With business
conditions in our industry showing signs of improvement, Foster
Wheeler is well-positioned to move forward in 2000 and beyond."

GULF STATES: Noteholder Committee Supports Exclusivity Extension
The official committee of holders of the 13 1/2% first Mortgage
Notes due April 15, 2003 issued by Gulf States Steel, Inc. of
Alabama supports the debtor's motion to extend through February
29, 2000 and April 30, 2000 respectively, the exclusive periods
within which the debtor may file a plan of reorganization and
solicit acceptances thereto.  The Committee stated, "Of course,
the participation of the Noteholder committee, as the primary
economic party-in-interest is a key element at this critical
stage of the reorganization process." And the Committee retains
its right to seek a termination of exclusivity as well as its
rights under the stipulation entered in this case respecting the
use of the Noteholders' cash collateral.

HECHINGER: Bondholders Object to Bidding Procedures
Principal Life Insurance Company, Conning Asset Management, Sun
Life of Canada, Oaktree Capital Management, LLC, Berkshire Life
Insurance Co., Provident Mutual Life Insurance Company and
Foothill Capital Corp. object to the motion of the debtors for
orders establishing bidding procedures.

The Bondholders hold bonds issued by McCormick Realty Limited
Partnership (MRLP) in connection with a transaction entered into
by McCormick and Hechinger Company and certain affiliates.  
Specifically, the Bondholders object to the debtors' attempt to
deal with only a portion of the MRLP Master Lease. The
Bondholders assert that piecemeal treatment of the MRLP Master
Lease is not permitted under the bankruptcy code.

Kimco's bid at the auction included only one MRLP property in
Carnegie, Pennsylvania and no other party bid on any other MRLP

HVIDE MARINE: Hearing On Approval of Disclosure Statement
By notice published in The Wall Street Journal, October 21, 1999,
Hvide Marine Incorporated et al. announces a haring on November
2,1999 before the Honorable Peter J. Walsh, US Bankruptcy Court,
District of Delaware, Wilmington, Delaware. Objections must be
received before October 28, 1999.

HVIDE MARINE: Meeting of Creditors
A meeting of creditors of Hvide Marine Incorporated, et al. will
be held on October 29, 1999 at 10:00 AM at the J. Caleb Boggs
Federal Building, Wilmington, Delaware.

IONICA PLC: Opposes Dismissal of Case
The debtor, Ionica Plc, states that dismissal of this Chapter 11
case, would benefit only the moving parties, Ionica Group plc and
Nortel Networks plc, "the two parties whose actions casued the
financial collapse of the debtor," according to the debtor.  
Ionica states that it still retains its technology and its
network, and is in negotiations with interested parties which
could potentially lead to a restructuring of the business. The
debtor states that PwC administrators are currently in
negotiation with a party that has expressed an interest in
reinstating the operation of the Fixed Radio Access telecoms
system operated by Ionica.

Ionica also states that continuation of the proceeding will
provide a forum for pursuit of Ionica's claims fore equitable
subordination and substantive consolidation, which could enhance
recoveries for Ionica's creditors.  Such an action will benefit
creditors by enhancing recoveries, and will prevent parties, such
as the movants, that acted inequitably from obtaining an unfair
advantage over other creditors.  Dismissal of the case would
eliminate the possibility of any recovery for such actions.

The debtor also states that even if rehabilitation ultimately
proves to be infeasible and Ionica proceeds with a liquidating
plan, continuation of the proceedings will promote efficiency and
lower administration costs.

LOEWEN: Asks Court To Set Bar Date
To flush-out all pre-petition claims against their estates and
obtain reasonable estimates of the aggregate amount of creditors'
claims, the Debtors ask Judge Walsh, pursuant to Rule 3003(c)(3)
of the Federal Rules of Bankruptcy Procedure, to establish a
deadlines by which all creditors must file proofs of claim.  

The Debtors do not propose a specific date at this time for the
General Bar Date.  The Debtors propose that the General Bar Date
apply to all creditors except:

(1) creditors who have previously-filed their proofs of claim;

(2) creditors who agree with the way the Debtors will schedule
their claims;

(3) claims previously allowed or paid pursuant to a Court order;

(4) approximately 2,000,000 Preneed Customers who would assert
claims based solely on Preneed Contract Obligations which the
Debtors intent to assume and perform; and

(5) Intercompany Claims;

and that any creditor who fails to timely file a proof of claim
be forever barred, estopped and enjoined from asserting a claim
in excess of any scheduled claim.  

To the extent that a creditor's claim arises on account of the
rejection of an executory contract, the Debtors ask that Bar Date
be fixed as the later of (a) the General Bar Date and (b) 30 days
after entry of a rejection order.  

The Debtors propose to serve copies of the Bar Date Order and
customized proof of claim forms on every known creditor (except
the Preneed Customers), allow a 45 day period for creditors to
file their proofs of claim, and require that claim forms be
returned to Logan & Company, Inc., for processing.  Additionally,
the Debtors propose to publish notice of the bar date in the
national editions of The Wall Street Journal, The New
York Times, USA Today, The Globe and Mail and The National Post.  

LOEWEN: Held To Non-Compete Deals
The Death Care Business Advisor reports on October 14, 1999 that
U.S. Bankruptcy Court Judge Peter Walsh ruled The Loewen Group
cannot cancel 200 non-compete agreements with former independent
funeral home owners as part of its plan to reorganize its debts.
Loewen had asked the court to void the agreements so the former
owners could open new funeral homes to compete with the ones they
sold and Loewen could stop paying them.

It has been suggested by some of the attorneys representing
former owners that Loewen picked the 200 least likely to re-enter
the business, due to age, health or other reasons. Currently, 900
are paid by the company not to compete.

Lawyers for the former independents argued the payments are less
about competition and more about deferring a portion of the sale
price being paid in installments.

Loewen wanted the contracts declared executory, meaning they
would only be in force as long as Loewen continued to abide by
the payment terms. The company would then have the option of
abandoning the contracts at any time without penalty, by not

That is where the argument concerning the selection of the 200
former owners is relevant. The court was told Loewen chose those
who were in frail health or retired. Apparently, one of them died
just before the hearing. Judge Walsh agreed with the former
owners about Loewen's true motives.

"The covenant not to compete is eyewash," Walsh said in his
ruling. "It is a mechanism for deferring compensation." Walsh
gave the company the option of having the non-compete agreements
ruled on individually, but said he suspected the former owners
would be treated as unsecured creditors, not as signatories to
executory contracts.

What have they won?

The independent owners' victory over Loewen may not turn out to
be a complete one. The company still isn't paying them, because
of the ruling's implication that the sellers need to stand in
line with other creditors.

In addition, because the contracts are being treated as pre-
petition claims, Loewen might have to stop paying on the 700
other agreements, pushing those former owners into the unsecured
creditor line as well. Company attorney Paul Harner said Loewen
is studying the ruling, but might find itself unable to continue
payments because of bankruptcy laws that require creditors to be
treated equally.

Harner was quick to point out that Loewen doesn't want to cause
hardship to the former owners, but he said that's almost always
inevitable in Chapter 11 cases, and the company is obligated to
protect all of its creditors.

One lawyer representing a group of former owners was pleased with
the court ruling, saying his clients can now join with the other
unsecured creditors and gain upwards of 50 cents on the dollar.
No doubt that figure won't be too pleasing to the 700 former
owners who expected to continue receiving payments from Loewen.
Despite debt, Loewen seeks executive raises.

At the same time Loewen wants to cut payments to the former
owners, the company has asked the court to approve salary
increases for top executives and bonuses for the rank-and-file
employees. Loewen argued the money is necessary to prevent
competitors from raiding key employees during the reorganization.

Loewen proposed raising Chairman John Lacey's salary from 75,000
to 500,000 annually, noting he was not originally hired to work
full time. An executive compensation firm recommended the change.
It also recommended the salary of CEO Robert Lundgren be
increased to 425,000. Both executives would be eligible for
additional incentives based on achieving certain sales goals and
other goals for emerging from bankruptcy. Loewen asked the court
to allow it to spend 17.4 million during the rest of 1999 and 14
million in 2000 to retain cemetery personnel. Rulings are pending
on all of the salary matters.

NEXTWAVE: Improved Chances of Retaining Licenses
WIRELESS TODAY reports on October 20, 1999 that NextWave Telecom
Inc.'s chances of retaining its wireless spectrum licenses are
enhanced by a Congressional conference committee's decision to
drop a proposal that would have allowed the FCC to reclaim
licenses from bankrupt companies.

The Senate added the proposal to an appropriations bill for the
Departments of Commerce, Justice and State along with independent
government agencies including the FCC.  It could have stripped
NextWave of spectrum licenses it won in 1996 in two government
auctions.   A conference committee of House and Senate members
agreed to drop the plan on Monday.

Hawthorne, N.Y. based-NextWave's inability to pay the FCC almost
$5 billion it bid for rights to offer service in 95 areas around
the country led to a Chapter 11 federal bankruptcy filing last
year.  On paper at least, the company asserts that the worse is
over and that it's ready to rise from the ashes as a full-fledged
operator of PCS services in the U.S. market.  A bankruptcy court
ruled that the FCC had fraudulently transferred the licenses to
NextWave, so the carrier should be allowed to keep the rights
after paying just $1 billion. An appeals court is reviewing the
decision. Complicating matters is the offer by Nextel
Communications Inc. [NXTL] to pay at least $2.1 billion for
NextWave's spectrum.  The FCC's staff agreed to recommend a
waiver to let Nextel bid on the licenses, which it normally would
be prohibited from doing because of its size. Reston, Va.  -based
Nextel also has Justice Department clearance to bid for the
spectrum, but Rep. John Dingell (D-Mich.), ranking member of the
House Commerce Committee, and the Cellular Telecommunications
Industry Association have criticized the FCC's apparent support
for Nextel's intention.

Last month, NextWave announced more than $700 million in equity
investment commitments to support its reorganization plan.  
Rather than act as a wholesaler of wireless airtime for the use
of other operators (its original game plan), NextWave will seek
to emerge from Chapter 11 as a provider of both affordably
priced, high-speed wireless Internet access and an alternative to
local telephone service.

PLOOF TRUCK: Notice of Auction and Sale Hearing
A hearing will be held before the Honorable Jerry A. Funk, US
Courthouse, 311 Monroe St., Jacksonville, Fla. at 1:30 PM on
November 4, 1999 to consider the motion of the debtor, Ploof
Truck Lines, Inc., to sell substantially all of its assets free
and clear of liens to PTL Acquisition Corporation for $11.45
million.  The assets include terminals, rolling stock and
personalty (other than its cash, accounts and insurance
deposits).  The sale of Ploof's assets will be subject to higher
and better written offers delivered to Ploof's attorneys before
November 1, 999.  In the event of competing bids, the court will
hold an auction at the sale hearing on November 4.

QUANALYZE OIL: Taps Plunkett & Gibson
The debtor, Quanalyze Oil & Gas Corporation, seeks court
authorization to employ Plunkett & Gibson, Inc. as attorneys for
the debtor.  The hourly rate for the attorney chiefly responsible
for the case is $235 per hour.

QUANALYZE OIL: Responds to US Trustee's Motion For Dismissal
The debtor, Quanalyze Oil & Gas Corporation, tells the Court that
it will have its schedules and statement of financial affairs
filed on or before October 15, 1999.  The debtor has been
concentrating on obtaining third party funding which will provide
payment of its existing secured creditors and unsecured creditors
in this case.  The debtor has been pursuing sale s of real
property and the gross proceeds together with the third party
financing that the debtor has been pursuing will provide the
funds necessary to pay all of the debtor's existing secured
indebtedness and unsecured indebtedness.

The debtor asserts that it has meaningful business operations,
that being the development of its real estate assets and the sale
of parcels from its real estate assets.  The debtor also states
that if it fails to accomplish its reorganization efforts through
its sales of real property and its third party refinancing on or
before December 14, 1999, or a short period thereafter, that this
case should be dismissed.

SOURCEONE WIRELESS: Seeks More Time To Assume/Reject Leases
SourceOne Wireless, Inc., debtor, seeks an additional extension
of time for assumption or rejection of unexpired leases of
nonresidential real property and ESBI contract.

Under the terms of an Asset Purchase Agreement between the debtor
and Aquis Communications, Inc. and final order approving the sale
motion, certain procedures were established governing Aquis'  
designation of the Tower Leases, real estate leases and the ESBI
contract.  Because of the number of leases involved, along with
the amount of effort the parties have had to devote to the take-
over of the Midwest Assets by Aquis, the parties have not yet
been able to complete the identification process.  The parties
should be in a position to finalize the list of all contracts and
leases to be assumed within the very near future according to the
debtor. Therefore, the debtor requests a short additional
extension of the deadline to assume or reject the Tower Leases,
the other real estate leases, and the ESBI Contract to and
including November 16, 1999.

SUN HEALTHCARE: Obtains Court OK To Honor Prepetition Obligations
The Debtors have sought and obtained the Court's authority to
honor all prepetition obligations to patients and residents under
all of their Patient Service Programs in place at the Petition
Date, including:

(A) Medicaid Eligibility Refunds.  At times, a resident is
admitted to a nursing home pending an eligibility determination
by Medicaid.  The family pays the bills pending that
determination.  In the event Medicaid okays the admission,
Medicaid pays Sun and Sun refunds payments to the family.  The
Debtors estimate $350,000 owed as of the Petition Date in Refund

(B) Prepayment Refunds.  Nursing home bills are generally paid
monthly in advance.  When a resident dies, leaves, or is
discharged, Sun usually owes a refund for a partial month's
service.  The Debtors estimate Prepayment Refunds owed as of the
Petition Date total $1,000,000.

(C) Overpayment Refunds.  It is common for patients, their
insurers and other Payors to overpay for services provided by
Sun, entitling those entities to refunds.  The Debtors estimate
their liability on this front at $150,000 as of the Petition

(D) Patient Trust Accounts.  The Debtors hold small banks of
money for certain residents in Trust.  These trust accounts, the
Debtors stress, do not constitute property of their estate
pursuant to 11 U.S.C. Sec. 541(d).

Judge Walrath makes it clear that, although the Debtors are
authorized to honor these obligations, they are not required to
honor them and no part of his order confers any entitlement to
any creditor.  

SUN HEALTHCARE: Court OK's Medicare/Medicaid Reconciliation
The Debtors derive a substantial percentage of their revenues
from Medicare and Medicaid.  The Debtors receive payments from
these Payors that are routinely subject to reconciliation at a
later time.  Sometimes the Debtors receive overpayments and
sometimes they receive underpayments.  

By this Motion, the Debtors seek the Court's authority to
continue the reconciliation process, including the normal
refunding and collecting of Medicare and Medicaid overpayments
and underpayments received and owed during the Debtors' current
cost period.  It is essential for this process to continue, the
Debtors explain, in order to maintain stable cash flows
and avoid issues related to recoupment, withholding, and setoff.  

Judge Walrath Granted this Motion at the First Day Hearing in all

WSR CORP: Seeks To Extend Exclusive Periods
The debtors, WSR Corporation, R&S Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp., seek an
extension of 90 days to the debtors' exclusive periods within
which to file a chapter 11 plan and solicit acceptances thereto.

The debtor seek to extend its plan exclusivity period and
solicitation exclusivity period to and including January 13,2000
and March 13, 2000, respectively.  The debtors need sufficient
time to finalize and implement their plans for a sale of their
assets.  The debtors currently find themselves an attractive
target for a potential equity investor or acquirer.  This is a
large and complex case, and the debtors have worked closely with
the Creditors' Committee through a "working group."

The debtors and the creditors' Committee agreed to jointly seek
business combinations or transactions with third parties.  An
extension of the debtors' exclusive periods will enable the
debtors to build upon the progress that has been made so far in
these cases, and develop a consensual plan.

Followng are indicated prices for selected issues:

Acme Metal 10 7/8 '07                 18 - 20(f)
Amer Pad & Paper 13 '05               16 - 20
Asia Pulp & Paper 11 3/4 '05          72 - 74
E & S Holdings 10 3/8 '06             38 - 42
Fruit of the Loom 8 7/8 '06           31 - 34
Geneva Steel 11 1/4 '01               19 - 20 (f)
Globalstar 11 1/4 '04                 61 - 63
Hechinger 9.45 '12                    11 - 13(f)
Integrated Health 9 1/2 '07            5 - 7(f)
Iridium 14 '05                         7 - 8(f)
Just for Feet 11 '09                  15 - 17
Loewen 7.20 '03                       48 - 50(f)
Planet Hollywood 12 '05               28 - 30(f)
Purina Mills 9 '10                    20 -24(f)
Revlon 0 '01                          20 - 21
Service Merchandise 9 '04             12 - 13(f)
Sunbeam 0 '18                         15 - 16
TWA 11 3/8 '06                        45 - 47
United Artists 9 3/4 '08              20 -24
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
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at 301/951-6400.  

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