TCR_Public/991108.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Monday, November 8, 1999, Vol. 3, No. 216
                     
                     Headlines

ASSOCIATES MEGA SUB-SYSTEM: Case Summary
BOSTON CHICKEN: Court Approves Fifth Amendment To DIP
BRUNO'S: Court Ok's Sale of Macon, Georgia Property For $2.25M
ELDER BEERMAN: Bennett Invests Over $6M In Company Common Stock
ESSEX CORP: Government Contracts Improve Bottom Line

HARNISCHFEGER: Seeks To Employ Rudnick & Wofe as Special Counsel
HARNISCHFEGER: Rader Seeks $1.5M Settlement of Metric Celp Claims
INOTEK TECHNOLOGIES: "Worst Quarter In Recent Memory"
LAROCHE INDUSTRIES: Losses Continue Amid Sale and Acquisition
LENOX HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors

LENOX HEALTHCARE: Two NHI Loans May Be Impacted By Bankruptcy
LEVITZ: Motions To Assume Leases
LOEWEN: Announces Third Quarter Results
NIKE: USA Leads In Revenue Production, Net Income Up For Quarter
PACE HEALTH: Pappajohn Beneficial Owner of 44.73% Of Stock

PREMIER SALONS: List of 20 Largest Unsecured Creditors
SPORTS AUTHORITY: Comparable Store Sales Decline 5%
SUMMIT BANCORP: Restructures and Cuts Jobs
VENCOR: Committee Taps Pepper Hamilton as Local Counsel
VENCOR: Taps KPMG LLP As Tax Accountants
       
                     *********

ASSOCIATES MEGA SUB-SYSTEM: Case Summary
----------------------------------------
Debtor: Associates Mega Sub-System, Inc.
        12881 Ramona boulevard
        Irwindale, CA 91706

Court: US Bankruptcy Court Central District of California
Chapter: 11
Case No.: LA99-42677TD
Filed: September 1, 1999

Attorney For Debtor:
Mary Stearns, Esq.
Stearns & Clemons
3250 Wilshire Blvd. Suite 1750
Los Angeles, CA 90010-1607

Total assets: $10,710,000
Total debts: $21,145,000

20 Largest Unsecured Creditors:

CREDITOR                       TYPE                   AMOUNT
--------                       -----                  ------
Chicony Electronics Co LTD     Trade debt           $4,700,072
Mitac Internaitonal Corp       Trade debt            4,531,342
Twinhead Internatio0nal Corp   Trade debt            2,806,278
Toshiba America Elec Component Trade debt            1,644,900
Societe Francaise De Factoring Trade debt              847,213
Mei Hui Chen                   Trade debt              374,792
Smart Tec                      Trade debt              224,740
Future Active Industrial       Trade debt              201,581
Microsoft Corp                 Trade debt              200,129
Savior Technology              Trade debt              176,593
Ziff-Davis Publishing Company  Trade debt              169,997
Avnet Electronic Marketing     Trade debt              109,762
Hitachi America LTD            Trade debt              100,800
Fujitsu Computer Product       Trade debt               99,800
Starlink Freight Systems Inc.  Trade debt               99,221
Wyle EMG/Components Marketing  Trade debt               64,415
CADMUS                         Trade debt               36,050
Synnax Information Technologie Trade debt               31,668
Marshall Industries            Trade debt               29,929
PC World Communications        Trade debt               25,903


BOSTON CHICKEN: Court Approves Fifth Amendment To DIP
-----------------------------------------------------
The Debtors acknowledge and agree that, as of September 15, 1999,
the aggregate outstanding principal amount of all Revolving Loans
was approximately $40,569,155.00.  Each of the Debtor-borrowers
represents that it has no offset, defense, counterclaim, dispute
or disagreement of any kind or nature whatsoever with respect to
the amount of the Revolving Loans or any other Obligations.

The Committee took issue with the inclusion of a broad, sweeping
release by the Debtors of the DIP Lenders.  

The Debtors, the Committee contended, offer no justification for
the blanket release of the DIP Lenders set forth in the DIP
Release other than the unsubstantiated, conclusory statements
that "the proposed amendments [do not] have an adverse or
negative impact on operations or the assets of the estates" and
that "the proposed amendments are, in fact, in the best
interests of the estates and their creditors."   The Committee
submits that the DIP Release potentially may have a material
adverse effect on the assets of the estates if it is later
determined that, the DIP Lenders, through their control,
direction and manipulation of the ongoing sale process (or
otherwise) and/or the Debtors' business operations have acted
in a manner that is actionable under applicable law. Further, the
Committee submits that the only creditors in whose "best
interests" the DIP Release operates are the DIP Lenders.

The "tight leash" that the Debtors have been operating under has
left the Debtors no practical alternative but to submit to
demands made by the DIP Lenders concerning operational issues,
strategic issues and the sale process, the Committee charges.  

The Committee told Judge Case it has reason to believe that,
through the DIP Credit Facility, the DIP Lenders have exercised
an increasing level of control over the Debtors' operations,
business strategy and the ongoing process to sell the Debtors
assets.  While the Committee wishes to be clear that it does not
contend, at this time, that the DIP Lenders have engaged in
actionable misconduct to the detriment of the estates (but
reserves the right to do so if facts and applicable so warrant),
the Committee is convinced that it is inappropriate for the
Debtors to grant the DIP Lenders a wholesale blanket release
under the Fifth DIP Facility Amendment under the present
circumstances.

The Committee reminds Judge Case that it was through the vehicle
of the initial amendment to the DIP Credit Facility and the
Debtors' related retention of BT Alex. Brown Incorporated as
their financial advisors that a sale process formally commenced.  
The DIP Lenders have been intimately involved from the outset in
all aspects of the sale process, from the decision to market the
Debtors for sale, to determining the scope of the potential
buyers to be solicited, to prescribing a schedule by which
various sale-related events must occur, to, ultimately,
taking control of and conducting the sale negotiations directly
with the bidders.  The DIP Lenders have exercised their
considerable financial leverage to closely monitor the Debtors'
marketing and related strategic plans and the implementation
thereof, at times second-guessing the business judgment of the
Debtors' management and directing that the business judgment of
the DIP Lenders be substituted for that of management. Here
again, the Committee wishes to be clear that it does not,
at this time, contend that the DIP Lenders' have engaged in
actionable misconduct to the detriment of the estates (but
reserves the right to do so if facts and applicable law so
warrant); however, given the nature and degree of the apparent
control exercised by the DIP Lenders, it is inappropriate for the
Debtors to grant the DIP Lenders a wholesale release
under the Fifth DIP Facility Amendment.

The Debtors counter that, based on their management's business
judgment, the proposed amendments are necessary to continue the
business operations in a manner that will enable management to
sustain its business turn around plan and to pursue the various
sale and investment opportunities presently being explored.  The
terms of the amendment provide greater flexibility with respect
to availability of previously segregated liquidity reserves.  The
terms of the amendments also support the Debtors'
request for an extension of the Debtors' plan exclusivity
periods.  The Debtors do not believe that any of the proposed
amendments have an adverse or negative impact on operations or
the assets of the estates. The Debtors do believe that the
proposed amendments are, in fact, in the best interests of the
estates and their creditors.

Considering the arguments put before the Court at a recent
hearing, Judge Case delivered his ruling from the bench in this
matter:

The issue here is whether or not the proposed fifth DIP amendment
which is subject to an interim order and this is now time for the
final order, should be approved containing in it a provision that
releases the DIP lenders in their capacity as such from claims by
the estate. This release does not extend to the DIP lenders to
the extent that they are 1996 lenders and it does not extend to
1996 lenders to the extend that they are not DIP lenders, and it
does not extend to the 1995 lenders who are not part of the DIP
group.  The committee argues that the release should not be
approved. It does not have a disagreement with other
portions of the motion or the DIP agreement itself, at least
substantive matters that -- it does not raise any other
substantive issues.  And it really makes two arguments. Number
one, that there's been no case made as to why the release is
important and that, in fact, there may be claims
arising against the DIP lenders in their capacities as such in
connection with actions taken by the DIP lenders in terms of
control of the case for their own benefit as opposed to control -
- as opposed to the benefit of the estate I characterize as
loosely as what I take to be a lender liability claim.

And as I understand it, there is -- there have been in the
previous four DIP amendments release language, so I guess the
real issue here is whether or not the DIP lenders should be
released from anything they did after the fourth and prior to the
approval of -- or after the fourth amendment or approval of
fourth amendment because, presumably, whatever defense the
release would give them has already given them that for the
previous periods of time, so a relatively limited period of time
that's at stake here.

And the second reason that Mr. Casher argues -- back up. First
reason is there's been no reasons advanced as to why the release
ought to be approved, that there may be a claim, that the value
of that claim should be preserved for the estate. He doesn't say
there is a claim. He says there may be a claim.

The second reason is that it's a no-harm, no-foul situation
because no rational DIP lender is going to stop funding in the
absence of a release given the fact that the overall value of the
collateral is dependent upon the going concern nature of the
company and the continued funding of the company, payment of
employees, supplies, maintenance, and good will, so on and so
forth, is necessary to maintain the value of the collateral and
that, in effect, the DIP lenders would be putting a gun
in their mouth and blowing their brains out were they not to fund
under these circumstances. And as the committee put it, bluntly
because I asked them bluntly, they're willing to roll the dice on
this issue because they think the likelihood of the DIP lenders
reacting any other way is virtually zero.  

The lenders and the debtor respond that the -- the debtor
responds first that, in the debtor's opinion, and its management
and board of director's opinion that it does not want to take
that risk, that it is not -- in its position, it is not of a view
that any benefit that would come from maintaining any cause of
action that may exist is -- outweighs the ongoing nature of the
company and it is not convinced that something bad would not
happen or that this would have deleterious impact upon the
estate.

The lenders, Mr. Nyhan on behalf of the '96 lenders does point
out that there's not congruity among the DIP lenders and the '96
lenders, that there is some overlap but it is not the same exact
group and that they do not, therefore, have necessarily identical
interest. And that -- and Mr. LeBlanc on behalf of the DIP
lenders says this is an important provision that has been
negotiated, that the DIP lenders were running into a tenuous
situation, that is has continued to be tenuous, it is much more
tenuous than it was when they started. They have continually made
concessions, waived defaults, increased availability, and so on,
and that the '96 lenders have themselves have deferred receipt of
payment of adequate protection payments in order to finance the
operations of the company and that they have been working towards
the maximizing the value of this company.

The underlying point of the committee's presentation is that what
we have here is basically a court supervised control liquidation
of the collateral of the banks for which no value is being
offered for anybody else, and the banks and the debtor both
dispute that point of view saying it's not a liquidation, they're
trying ongoing concern sale. And we have not really -- I have not
seen anything yet that indicates what's the final structure of
any such sale would be, and indeed were advised today that
there are a number of people who are negotiating.

That, of course, has happened before. We don't know what's going
to happen. Nobody knows what kind of value is going to be here.
And particularly in connection with the exclusivity motion, that
matter has now been resolved by agreement and it does, in fact,
give the committee the right to terminate exclusivity should they
think that's appropriate.  Essentially 30 days from now is the
earliest time they can do that. So that matter is now off the
table and resolved. The committee has suggested a stand-alone
alternative but has not suggested anything beyond the
original -- that I have seen beyond the original letter that was
part of their objection to the exclusivity motion, and I -- so I
can't really judge whether there's a viable option other than
what the debtor is doing at this time. Presumably in 30 days, if
the committee decides to terminate exclusivity, we'll see what
they have to put on the table.

With regard to the question of the release, the issue is really
whether I should require the debtor to roll the dice.  As I
pointed out during my comments, I really do think that one of the
things you have to remember here is, as things presently stand,
I've got to do the best I can to figure out who has the true
economic interest in this company, and that it is undoubtedly
true that the committee represents an enormous constituency,
representing hundreds of millions of dollars that put in
real money that is now seriously at risk.

But there's nothing yet on the table that suggests that the
values that are being suggest reach down to that level. Frankly,
I imagine everybody here hopes that they do because certainly
that would be good for the '96 and '95 lenders as well as being
good for the unsecured creditors and bondholders.

So there is a certain -- I think I need to look at who is willing
to throw the bomb and I am perfectly understand -- I understand
perfectly the committee's position and the committee's
motivation, and I think it is absolutely taken in good faith. But
I do think the parties with the real amount of risk here are the,
not only the '96 lenders who are not members of the DIP group and
the '95 lenders. These are people who are not -- against whom no
release is being sought and who are the ones who are at
risk, as well as the company and its employees and whatever other
constituency like that.  And as far as I can tell, none of them
are willing to roll the dice.

I also note that I think the release that's being sought here, I
think it's significant, but it does not extend to the '96 lenders
or the '95 lenders, but only to the DIP lenders in the capacities
as such. Because under a worst cased scenario, the DIP lenders
are likely to get paid out in any event and the parties that
really get hurt here are those other parties, so they're the ones
who would have the motivation, in effect, to manipulate the
process as being suggested by the committee, and they're the ones
who are not subject to the release. Plus, the release
itself is for a -- not only for this limited group but also for,
as far as I can tell, for a limited time, given the fact that
other releases have been approved.

Mr. Casher suggests that I should put it to the committee --
excuse me, put it to the DIP lenders and have them go back to
their committees, the credit committees, and see whether or not
they would be willing to go forward in the face of this. Mr.
LeBlanc says he doesn't know what would happen, and I'm sure he
doesn't.  I'm sure that hasn't been run up the flagpole yet. One
would think that it would be in the economic interest of
the lenders not to blow their brains out, but there might be
differing scenarios that we just don't know about and there might
be differing points of view. As I said, the DIP lenders, even in
a worst case scenario, may well be the ones that get paid out
here.

With regard to the prepetition debt, we don't have anything in
front of us that indicates how that's already been treated on the
books of the various lenders, whether it's been treated the same
or differently, whether they would have different economic
motivations, some of them, from what the majority's would be, how
it would be controlled.

So bottom line, based upon all of that, I'm not willing to roll
the dice, and I think, under the circumstances, the DIP agreement
amendment as it's proposed should be approved, and I'll sign the
final order to that effect and overrule the objection of the
committee. (Boston Chicken Bankruptcy News Issue 17; Bankruptcy
Creditor's Service Inc.)


BRUNO'S: Court Ok's Sale of Macon, Georgia Property For $2.25M
--------------------------------------------------------------
The Debtors sought and obtained Judge Robinson's permission to
sell a 6.9 acre tract of land and a 60,000 square foot building
from which they used to operate a FoodMax grocery store located
in Macon, Georgia, to Southwood Development Company, LLC, for
$2,250,000.  The Debtors marketed the property extensively with
the assistance of Temples Company, a Macon-based real estate
brokerage firm, and their network of contacts.  The Debtors
are convinced that Southwood's offer is the highest and best
available today.  The Debtors seek additional authority to pay
Temples a 5% commission from the sale proceeds. (Bruno's
Bankruptcy News Issue 27; Bankruptcy Creditor's Service Inc.)


ELDER BEERMAN: Bennett Invests Over $6M In Company Common Stock
---------------------------------------------------------------
James D. Bennett is deemed to beneficially own 838,500 shares of
the common stock of Elder Beerman Stores.  This amount represents
5.4% of the outstanding shares of common stock of the company and
Mr. Bennett has shared power to vote or dispose of the shares, or
direct the vote or disposition of the shares.

The shares which Mr. Bennett is deemed to benefically own are
held on behalf of certain investment entities over which Mr.
Bennett has investment discretion. The 838,500 shares were
purchased in open market transactions at an aggregate cost of
$6,026,568.  The funds for the purchase of the shares came from
each investment entity's own funds.  No leverage was used to
purchase any of the shares.

Mr. Bennett has communicated and intends to continue
communicating with management and shareholders of Elder Beerman
Stores to: discuss company business, make proposals including a
proposal that the company tender for a significant portion of its
shares and/or take other actions with respect to the company
should he deem such actions appropriate.


                     Shares Purchased          Price
      Date                or (Sold)           Per Share

    8/16/99                 5,500               $5.79
    8/23/99                10,000                7.63
    8/23/99                35,000                7.6735
    8/24/99               (14,800)               8.1644
    9/3/99                  5,000                7.295
    9/29/99               105,000                6.563
    10/5/99                 5,000                6.045
    10/7/99                76,600                6.313


ESSEX CORP: Government Contracts Improve Bottom Line
----------------------------------------------------
Essex Corporation has historically been principally a supplier of
technical services under contracts or subcontracts with
departments or agencies of the U.S. Government, primarily the
military services and other departments and agencies of the
Department of Defense.  In recent years, the company's
business has been principally commercial in the satellite
communications (SatCom) business area.

Essex has incurred losses over the last decade, primarily due to
the development and marketing of its optoelectronics products and
services.  The company has recently experienced difficulty in
sustaining revenue volume in the satellite communications
(SatCom) systems business area. While these operations were
profitable in the third quarter of 1999, the company needs to
increase its backlog in order to maintain and sustain such
profitability.  The company's recent business growth has resulted
from U.S. Government contracts to apply such optoelectronic
processors to various military requirements.

The results of the six months of operations ended September 26,
1999 showed revenues of $3,522,602 and subsequent net losses of
$14,515.  For comparison, the six months ended September 27, 1998
had revenues of $3,312,855 and net losses of $272,577.

Essex is seeking additional funds from private financing markets
to finance operations and to achieve desired product inventory
levels and initial market penetration.  The company is also
seeking to establish joint ventures or strategic partnerships
with major industrial concerns to facilitate these goals.  Essex
believes it will be able to meet its 1999 funding requirements
from the aforementioned sources, although there is no
assurances in this regard.  Failure to commercialize or
significant delays in the commercialization of the
company's optoelectronic products may have a significant adverse
effect on the company's future operating results and future
financial position.  In that event the company says it believes
it could successfully manage and reduce cash requirements for
operations by curtailing expenditures, although there can be no
assurances that such can be accomplished.


HARNISCHFEGER: Seeks To Employ Rudnick & Wofe as Special Counsel
----------------------------------------------------------------
Nunc pro tunc to June 7, 1999, pursuant to 11 U.S.C. Sec. 327(e),
the Debtors ask the Court for permission to employ Chicago-based
Rudnick & Wolfe as special counsel to assist in:

     (1) the sale, disposition and/or acquisition of corporate   
         real estate facilities and related equipment;

     (2) leasing real estate; and

     (3) disposing of leased real estate;

     (4) the disposition of certain debtor entities;

     (5) providing licensing and franchise services.

Additionally, the Debtors are looking to R&W to provide them with
in-house temporary lawyer and paralegal services.  

R&W agrees to provide the services of its professionals on an
hourly basis:

      Individual                    Hourly Rate
      ----------                    -----------
     Allen Ginsberg                    $350
     Michael Brennan                    335
     Jeffrey Owen                       320
     Donald Shindler                    375
     Mark Williams                      235
     Barrett Schulz                     195
     Jill Clark Laarman                 245
     Grace Poe                          165
     Laurie Tenzer                      140
     Karen Feldy                        130

Mr. Owen discloses that R&W has performed similar services for
the Debtors since January 1999.  Mr. Owen indicates that the
Debtors owe R&W approximately $46,000 for pre-petition legal
services.  Mr. Owen is confident that R&W does not represent any
other entity in connection with these chapter 11 cases.  
(Harnischfeger Bankruptcy News Issue 13; Bankruptcy Creditor's
Service Inc.)


HARNISCHFEGER: Rader Seeks $1.5M Settlement of Metric Celp Claims
-----------------------------------------------------------------
Rader Resource Recovery, Inc., one of the Debtors in these
chapter 11 cases, served as a subcontractor for Metric
Constructors, Inc., in connection with 1995 construction projects
at two sites, one in Wilson County and one in Lenoir County,
North Carolina, owned by the Carolina Energy Limited Partnership.  
The CELP Project was never completed; Rader and Metric have lots
of disputes going both ways.  A full-day summit on September 29,
1999, between Rader and Metric Project Managers and their
respective counsel culminated in Metric's agreement to pay
$1,500,000 to settle Rader's claims.  Rader is delighted with the
result and, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, sought and obtained Judge Walsh's approval
of this compromise and settlement.  In the Settlement, Rader
agrees to waive any claims against Metric's bonding
company, Travelers Casualty Surety Company of America.


INOTEK TECHNOLOGIES: "Worst Quarter In Recent Memory"
-----------------------------------------------------
Inotek Technologies Corp. reported a loss of $212,891 on revenues
of $4,288,119 for its first quarter ended August 31, 1999
compared with a loss of $35,707 on revenues of $5,501,811 for the
first quarter of the previous year.

On September 23, 1999, the company secured a new agreement with
Bank One, Texas, N.A. for a one-year revolving credit facility of
up to .5 million.  The credit line provides for borrowings based
on the company's receivables, at the bank's prime rate plus one
per cent and is secured by receivables and inventory.

Sales decreased during the first quarter of fiscal year 2000 as
compared to the first quarter of fiscal year 1999 by $1,217,692.
Because of the dramatic downturn in activity in the company's two
key customer categories - manufacturing and petro-chemical, and
the impact of project dollars being channeled into Y-2K fixes,
Inotek endured one of its worst quarters in recent memory. The
company indicates the former conditions have begun to correct
themselves and project dollars should become available by the
third quarter of fiscal year 2000.


LAROCHE INDUSTRIES: Losses Continue Amid Sale and Acquisition
-------------------------------------------------------------
On June 3, 1999, Laroche Industries completed the sale of the
manufacturing facilities, real estate and related assets
comprising its Aluminas business for approximately $39.5 million
in cash including specific working capital.

On June 7, 1999, the company, through its wholly-owned
subsidiary, LII Europe, acquired all the capital stock and equity
interest in ChlorAlp held by Rhodia Chimie, S.A. for
approximately $27.3 million in cash. The company previously held
a 50% joint venture interest in ChlorAlp, which it acquired
on October 17, 1997 for approximately $35.5 million. The
acquisition was accounted for as a purchase; accordingly, the
August 31, 1999 company consolidated statement of operations
included the results of operations of ChlorAlp since the June 7,
1999 acquisition date. The company funded the purchase largely
with proceeds received from the disposition of its
Aluminas production facilities in Baton Rouge, Louisiana.

ChlorAlp is a chlor-alkali operation located in Pont de Claix,
France.  Its facilities include a diaphragm chlorine and caustic
soda plant, a chlorine vaporization and distribution operation, a
bleach production facility, a brine extraction operation and a
60% interest in GIE CEVco, a high efficiency 200MW power plant.
The company intends to continue the operation of ChlorAlp
substantially in the manner operated prior to the acquisition.

Consolidated net sales of $92.1 million for the quarter ended
August 31, 1999 decreased $1.0 million, or 1%, from sales of
$93.1 million for the quarter ended August 31, 1998. The decline,
according to the company, was primarily due to a decrease in
prices on principal North American products and German caustic
and CHC prices, offset by the inclusion of ChlorAlp sales during
the current quarter.  The net loss resulting in the quarter
ended August 31. 1999 was $13.5 million compared to a net loss of
$4.3 million in the similar quarter of 1998.

For the six months ended August 31, 1999 revenue from sales
resulted in $182.8 million with net losses of $15.0 million.  In
the 1998 six month period revenue was $212.4 million and net
losses were $1.0 million.


LENOX HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lenox Healthcare Capital Corporation
        75 South Church Street
        Suite 650
        Pittsfield, MA 01201

Court: District of Delaware
Chapter:11
Case No.: 99-4020

Attorney For Debtor:
Mark S. Chehl; Michale L. Cook; Kayalyn A. Marahoti
Skadden Arps, Slate, Meagher & Flom LLP
One Rodney Square, PO Box 636
Wilmington, DE

List of 20 Largest Unsecured Creditors:

CREDITOR                           TYPE            AMOUNT
--------                           ----            ------
National Health Corporation     Trade Debt       $13,865,424
NCS Therapy                     Trade Debt        $4.279,542
THERATX, Inc.                   Trade Debt         4,021,272
IRS                             Tax                3,895,449
Healthcare Services Group, Inc. Trade Debt         3,825,091
First Healthcare Corporation    Trade Debt         3,054,964
Meadowbrook Manor of Kansas     Trade Debt         2,887,680
Redline Healthcare              Trade Debt         2,861,529
Capital Corporation of America  Loan               2,594,298
Medline Industries, Inc.        Trade Debt         1,587,390
Mutual of Omaha             Government Contract    1,472,517
Dept. of Revenue - Missouri     Tax                  930,625
Vencor Hospital                 Trade Debt           809,454
Vencare Ancillary Services      Trade Debt           752,375
Dept. of Revenue CA             Tax                  706,562
CPS Pharmacy                    Trade Debt           586,772
CAN                             Trade Debt           542,562
Medlife Pharmacy                Trade Debt           339,122
Valley Pharmaceutical Service   Trade Debt           328,304
Vencor pharmacy                 Trade Debt           327,603


LENOX HEALTHCARE: Two NHI Loans May Be Impacted By Bankruptcy
--------------------------------------------------------------
National Health Investors, Inc. (NYSE:NHI) was informed on
Thursday, November 4, 1999, that Lenox Healthcare, Inc. and its
affiliates have filed for Chapter 11 Bankruptcy protection in the
United States Bankruptcy/ District Court in Wilmington, Delaware.
The court filing indicates that two NHI loans may be impacted.
The first is a $ 25,400,000 first mortgage loan on ten licensed
nursing homes in Kansas and Missouri. Based on NHI's initial
review, it appears that the $ 25,400,000 first mortgage loan will
not be adversely impacted in the bankruptcy. This loan is in full
compliance with its financial covenants and is current on all
principal and interest payments.  The second project is
Lenox Healthcare, Inc.'s lease of a 96 bed skilled nursing
facility in St. Petersburg, Florida. NHI is advised that Lenox
intends to abandon the lease. The first mortgage loan on this
property of approximately $ 4,450,000 is now two months in
arrears and with the abandonment of the lease, NHI will
immediately institute proceedings to take physical possession of
the property. The company is evaluating its position to determine
whether any write-down may be required in addition to present
reserves.  Although not impacted by the bankruptcy filing, Mr.
Tom Clarke, the owner of Lenox Healthcare, Inc., is involved as a
principal in other entities financed by NHI. At the present time
NHI knows of no reason to assume that these entities will be
negatively impacted by the Lenox filing or that any loss of
income or asset value will occur.  National Health Investors,
Inc. specializes in the financing of health care real estate by
first mortgage and by purchase and leaseback transactions. The
common and preferred stocks of the company trade on the New York
Exchange with the symbols NHI and NHIPr respectively.  


LEVITZ: Motions To Assume Leases
--------------------------------
Levitz Furniture Company of Florida, Inc., leases property
located at 1400 N.W. 167th Street in Miami, Florida, under a 1971
Lease Agreement with Continental Equities, Inc.  Until recently,
the Debtors operated a retail warehouse showroom at the Miami
Premises. The Miami Lease was included in the Bulk Sale
Transaction approved in June.  By this Motion, the Debtors sought
and obtained an order, pursuant to 11 U.S.C. Sec. 365,
authorizing the Debtors to assume the Miami Lease, pay the
$80,569.90 cure amount, and assign the Lease to Levitz CS Leases,
L.L.C., a Klaff Realty affiliate.

Levitz Furniture Company of the Midwest Realty, Inc., leases
property located at 9325 Rosehill Road in Lenexa, Kansas, under a
1972 Lease Agreement with Levexa Properties, Inc.  Until
recently, the Debtors operated a retail warehouse showroom at the
Lenexa Premises.  The Lenexa Lease was included in the Bulk Sale
Transaction approved in June. By this Motion, the Debtors sought
and obtained an order, pursuant to 11 U.S.C. Sec. 365,
authorizing the Debtors to assume the Lenexa Lease, pay the
$73,412.26 cure amount, and assign the Lease to Levitz CS Leases,
L.L.C., a Klaff Realty affiliate.

Levitz Furniture Corporation, leases property located at 6610
Baltimore National Pike in Baltimore, Maryland, under a 1983
Sublease with Fradkin Bros. Real Estate Partnership.  Until
recently, the Debtors operated a retail showroom at the Baltimore
Premises.  By this Motion, the Debtors sought and obtained an
order, pursuant to 11 U.S.C. Sec. 365, authorizing the Debtors to
assume the Baltimore Lease and assign the Lease to Levitz CS
Leases, L.L.C., a Klaff Realty affiliate.  The Debtors note that
no cure amount will be due upon assumption.  


LOEWEN: Announces Third Quarter Results
---------------------------------------
November 1, 1999 -- The Loewen Group Inc. (NYSE, TSE, ME: LWN),
one of the largest funeral home and cemetery operators in North
America, today announced third quarter 1999 net earnings of $1.9
million or $0.03 per share versus a net loss of $(32.4)
million or $(0.47) per share for the same period last year.
Earnings from operations improved to $20.9 million in the third
quarter of 1999, compared to a loss of $(5.6) million for the
same period last year. Revenues for the third quarter ended
September 30, 1999 were $231.8 million, compared to $263.9
million in the same period last year. Cashflow provided by
operations for the third quarter ended September 30, 1999 was
$29.9 million, compared to $7.6 million for the same period in
1998.

Loewen Group Chairman John S. Lacey said, "Our improved results
reflect the inherent strength of our organization and dedication
of our employees. We have been able to maintain our high standard
of care while operating under less than favorable conditions
created by the filings. We believe that our stable performance
also reflects the operational changes that management has
implemented including consolidating accounting and trust
operations in Vancouver and restructuring the pre-need cemetery
program. Third quarter general and administrative expenses have
dropped to $19.5 million from $25.6 million in the second quarter
and $28.6 million in the first quarter."

Funeral home revenues for the quarter were $137.2 million, a
decrease of 9.0 percent from $150.7 million in the third quarter
of 1998 due to fewer funeral services and a reduced average
revenue per funeral service. On a same store basis, the number of
funerals performed was down 5.5% compared to the third quarter of
last year, partially due to the impact of the Chapter 11 filing.
Overall funeral home gross margins in Q3 1999 decreased to 30.5
percent compared to 32.5 percent in Q3 1998. The Company
performed approximately 37,600 funeral services during the third
quarter of 1999 compared with 39,400 in the same period a year
earlier.

Third quarter cemetery revenues were down 21.2 percent to $70.8
million, compared to $89.9 million in Q3 1998. This reflects the
sale of 124 cemeteries on March 31, 1999 and the Company's
previously announced commission structure changes and reduction
of its pre-need sales program. Cemetery gross margins increased
to 18.1 percent for the quarter from 10.6 percent for the same
period last year reflecting lower operating costs. Cemetery
cashflow improved to $18.1 million for the quarter ended
September 30, 1999 compared with $(11.4) million in the same
period last year.

The Company incurred $11.2 million in reorganization costs during
the quarter arising from expenses related to the June 1, 1999
Chapter 11 and CCAA filings.

Revenues for the nine months ended September 30, 1999 were $806.7
million, compared to $875.5 million in the same period last year.
Including non-operating charges during Q2, net loss for the first
nine months of 1999 was $(96.5) million or $(1.35) per share. The
loss includes $67.2 million of mainly non-cash reorganization
charges taken in the second quarter of 1999 relating to the
Company's Chapter 11 and CCAA filings, and two non-operating
charges totaling $28.6 million.

For the nine-month period, funeral home revenues were $462.3
million, a slight decrease from $473.5 million last year. On a
same store basis, the number of funerals performed was down 3.4%
compared to the same period last year. Overall funeral home gross
margins decreased to 35.8 percent compared to 37.4 percent in the
first nine months of 1998. Approximately 122,900 funerals were
performed compared to 121,900 in the same period a
year earlier.

Cemetery revenues for the first nine months of 1999 were down
17.2 percent to $273.0 million, compared to $329.7 million in
1998. Cemetery gross margins have declined to 22.4 percent for
the nine months versus 24.2 percent for the same period last year
primarily as a result of fixed operating costs and a $2.5 million
environmental remediation charge taken during the second quarter
this year. Cemetery cashflow improved to $29.3 million for the
nine months ended September 30, 1999 compared with $(24.2)
million in the same period last year.

The Loewen Group has obtained $200 million in debtors-in-
possession ("DIP") financing to be used as working capital during
the reorganization process. As the waivers will expire on
November 15, 1999, the Company and its DIP lenders
have undertaken a comprehensive review of all current financial
covenants and intend to amend such covenants to be effective
through the first quarter of 2000. The Company believes that
sufficient cash resources currently exist to satisfy its near-
term obligations.


NIKE: USA Leads In Revenue Production, Net Income Up For Quarter
----------------------------------------------------------------
The chart below shows the net revenue, segment by segment, for
Nike Inc. for the three months ended August 31, 1999 and, for
comparison, August 31, 1998.  "Other Brands" as shown below
represent activity for non-NIKE brand subsidiaries (Cole-Haan
Holdings, Inc., Bauer NIKE Hockey, Inc., and NIKE IHM, Inc.)

                                    Three Months Ended
                                       August 31, 1999
                                    __________________

                                     1999           1998
                                     ____           ____
              Net Revenue
              USA                   1,331.7      $1,357.1
              EUROPE                  717.8         680.9
              ASIA PACIFIC            190.9         191.4
              AMERICAS                143.6         152.6
              OTHER BRANDS            117.1         122.8
                                     _________   _________
                                   $2,501.1       2,504.8
                                    ==========   =========
Net income for the first quarter of fiscal year 2000 was $200.2
million, a 22% increase compared to the $163.8 million in the
prior year's first quarter.

In the company's resturcturing efforts employees were terminated
from almost all areas of the company, including marketing, sales
and administrative areas.  The total number of employees
terminated was 1,208, with 1,203 having left the company as of
August 31, 1999.


PACE HEALTH: Pappajohn Beneficial Owner of 44.73% Of Stock
----------------------------------------------------------
As of October 15, 1999, Mr. John Pappajohn beneficially owned an
aggregate of 3,975,218 shares of common stock,(assuming the
conversion of 1,500,000 shares of Series A Preferred Stock into
3,000,000 shares of common stock) and warrants to purchase
another 1,767,487 shares of common stock of Pace Health
Management Systems Inc.  The shares of common stock and the
warrants represent 44.73% (5,742,705) of the outstanding common
stock of the company based upon 12,839,271 shares of common stock
actually outstanding as of October 7, 1999, assuming conversion
of all of the Series A Preferred Stock and Pappajohn's warrants
into common stock.

Mr. Pappajohn has sole power to vote or direct the vote and sole
power to dispose or direct the disposition of all shares of
common stock and Series A Preferred Stock that he owns.

On October 7, 1999 Mr. Pappajohn purchased 250,000 shares of
Series A Preferred Stock, and warrants to purchase another
125,000 shares of common stock for an aggregate price of
$151,250.  


PREMIER SALONS: List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
L'Oreal Technique                   748,805
John Paul Mitchell                  385,777
Ultimate Graphics                   283,491
Joico Laboratories, Inc.            273,871
Redken Labs-Cosmair, Inc.           257,809
CAN Insurance Companies             168,495
Graham Webb                         125,433
Madsen Fixture and Millwork, Inc.    94,871
Sothys                               94,733
Yellow Freight System, Inc.          85,026
Innovative Styling Options           84,714
MCI Telecommunications               75,106
PricewaterhouseCoopers LLP           73,847
Takara Belmont USA                   72,258
Saul Subsidiary                      67,221
Unique Store Fixtures                66,904
Norstan Network Services             62,053
Matrix Essentials                    58,607
Pierre Fabre Cosmetics               54,818
Zotos Corporation                    47,096


SPORTS AUTHORITY: Comparable Store Sales Decline 5%
---------------------------------------------------
The Sports Authority, Inc. (NYSE:TSA) today announced that
comparable store sales for the month ended October 24, 1999
declined 5.2%.

Approximately 1.0% of this decline is attributable to the
Company's decision to reduce its hunting rifle assortment and to
exit the hand gun business. Total sales for the period were $
106.2 million versus $ 119.0 million in the same period last
year. Last year's sales included $ 7.6 million from the Company's
Japanese joint venture which now is accounted for on the equity
method.

Chief Executive Officer Marty Hanaka stated, "We believe that the
recent adjustments to our merchandising and marketing strategies
are having a stabilizing impact on our business trends. While the
footwear and bicycle segments continue to underperform,
improvements are beginning to register in our apparel and golf
business. The ski segment also is showing early signs of
strength. Additionally, we are in the process of rolling out our
new private label credit card and are looking forward to the
official launch of online sales through our new web site,
www.thesportsauthority.com."

Commenting on recent announcements by competing sporting goods
retailers, Chief Financial Officer George Mihalko added, "The
recent bankruptcy filings by competitors in our industry segment
have heightened sensitivity of our stakeholders as to the
financial strength of The Sports Authority. What differentiates
us is a solid balance sheet as well as our $ 200 million line of
credit. Currently, we have access to over $ 40 million of unused
borrowing availability, which will comfortably cover our seasonal
inventory build-up for the Christmas holiday season."

The Sports Authority, Inc. directly operates 201 full-line
sporting goods superstores: 196 stores in 32 states across the
United States and five in Canada. Mega Sports Co., Ltd. operates
another 17 stores in Japan under a license agreement with The
Sports Authority. The operating results of Mega Sports Co., Ltd.
are no longer consolidated in the Company's financial statements
due to a reduction of the Company's ownership in the joint
venture in the first quarter of 1999.


SUMMIT BANCORP: Restructures and Cuts Jobs
------------------------------------------
Regional bank Summit Bancorp announced a major restructuring
yesterday, including taking up to about $35 million in charges in
the fourth quarter and cutting 2 percent of its work force,
about 200 to 250 jobs, according to a newswire report. The
Princeton, N.J.-based bank's third-quarter profits dropped 20
percent after a steep loan provision. By the end of the month,
Summit plans to cut layers of management and cut costs by
realigning key lines of its business.  The bank's quarterly
results included a reserve of $60 million or 20 cents a share for
a loan to an undisclosed company that filed for bankruptcy
protection. (ABI 05-Nov-99)


VENCOR: Committee Taps Pepper Hamilton as Local Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
Judge Walrath's authority to retain Pepper Hamilton LLP, nunc pro
tunc to September 28, 1999, as its local counsel in the Debtors'
chapter 11 cases.  David B. Stratton, Esq., leads the engagement
at $325 per hour, assisted by David M. Fournier, Esq., at $240
per hour.  Specifically, Pepper Hamilton
will:

     (a) Attend hearings pertaining to the case, as necessary;

     (b) Review applications and motions filed in connection with
the case;

     (c) Communicate with Wachtell, Lipton, the Committee's lead
counsel, as necessary;

     (d) Communicate with and advise the Committee and attend
meetings of the Committee, as necessary;

     (e) Provide expertise with respect to these proceedings and
procedural rules and regulations applicable to these cases; and

     (f) Perform all other services for the Committee that are
necessary for its co-counsel to perform in these cases.  

Mr. Stratton discloses that his Firm has represented and does
represent some of the Debtors' creditors, including Bank of New
York, Boise Cascade Corporation, and Morgan Guaranty Trust
Company of New York.  Mr. Stratton assures the Court each of
these engagements were wholly unrelated to these chapter 11
cases.


VENCOR: Taps KPMG LLP As Tax Accountants
----------------------------------------
The Debtors ask Judge Walrath for authority to employ KPMG LLP as
their Tax Accountants in these chapter 11 cases, nunc pro tunc to
October 14, 1999.  The Debtors ask KPMG to:

(a) Review or assist in tax matters that may arise on a daily
basis, including but not limited to preparing or assisting in the
preparation of the Debtors' tax returns (including, but not
limited to, income, excise, sales and use, property, franchise
and employment tax returns); general tax planning and consulting
matters; and responding to requests and audits by taxing
authorities;

(b) Perform a tax analysis for the reorganization, including
preparing a valuation of the Debtors for tax purposes; and

(c) Conduct tax refund analyses to identify and secure refunds of
tax overpayments of receipt and provider taxes and other
miscellaneous facility specific taxes.

KPMG will bill for its services at its customary hourly rates:

         Partners                        $340 to $605 per hour
         Senior Managers and Managers    $280 to $310 per hour
         Associates                      $135 to $150 per hour

With respect to tax refunds, KPMG will charge on a contingency
basis, rather than by the hour, on a sliding scale:

         First $200,000 of Tax Refunds          40%
         $200,001 to $750,000 to Refunds        35%
         Tax Refunds obtained thereafter        30%

Charles A. Sidun, a KPMG Partner, discloses to the Court that,
during the 12-month period prior to the Petition Date, KPMG
received $140,000 from the Debtors on account of pre-petition
services.  Mr. Sidun further discloses that, being a Big 5
Accounting Firm, KPMG represents many parties-in-
interest in these chapter 11 cases, providing auditing, tax,
litigation support and financial consulting services.  None of
those engagements, Mr. Sidun assures the Court, are related to
Vencor's chapter 11 cases.  


                     *********

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

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

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

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


       * * * End of Transmission * * *