TCR_Public/991115.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 15, 1999, Vol. 3, No. 221
                     
                     Headlines

CALIFORNIA COASTAL: No Revenue Expected 'Til Early 2000
CORAM HEALTHCARE: Announces Third Quarter Results
CORAM HEALTHCARE: Resource Network Subsidiaries File Chapter 11
DANKA BUSINESS: Equity Firm Investing $200 Million In Shares
EASTWIND AIRLINES: Lawsuits Over Contract Dispute/Back Pay

EUROWEB INTERNATIONAL: Deutsche Bank Holds 880,000 Stock Shares
FLORIDA COAST PAPER: Disclosure Statement
GREATE BAY CASINO: Reports Third Quarter Results
GREATER SOUTHEAST: Legal Wrangling Continues
HARNISCHFEGER: Notice of Auction

KIWI: Viking Resources Makes Bid
MARVEL ENTERPRISES: Revenue Increasing Over 1998, Losses Continue
MEDPARTNERS PROVIDER NETWORK: Chapter 11 Plan
MERRY-GO-ROUND: Fidelity Takes-Up Contingency Fee Dispute
MOSSIMO: Quarter Ended September 30, 1999 Yields $1 M Net Income

MOUNT AIRY LODGE: Files For Bankruptcy After Death of Owner
ORANGE COUNTY: Judge Rejects $48 Million Bonus Request
PAGE AMERICA: Asset Liquidation May Not Benefit Stockholders
PRAEGITZER INDUSTRIES: Tender Offer From Tyco & Tyco Subsidiaries
PREMIER LASER: OIS/Premier Agree To Preferred Stock Purchase

PREMIER LASER: Upon Merger OIS To Become Subsidiary Of Premier
PURINA MILLS: Chase Bank Objects to Houlihan, Lokey
RINCON ISLAND: Order Approves First Amended Disclosure Statement
RITE AID: Explores Sale of West Coast Stores to Reduce Debt Load
SPECTRUM INFORMATION: Annual Meeting Has Purposeful Agenda

SUN TV: Seeks Confirmation Hearing Date for Liquidating Plan
TELEGEN: Signs Investment Banking Agreement
THE PHARMACY FUND: Hearing To Consider Disclosure Statement
VENCOR: Announces Third Quarter Results
WINDSOR ENERGY: Order Approves First Amended Disclosure Statement
WIRELESS ONE: Entry of Order Confirming Plan


                     *********

CALIFORNIA COASTAL: No Revenue Expected 'Til Early 2000
-------------------------------------------------------
California Coastal Communities Inc.is a residential land
development and homebuilding company with properties located
primarily in Southern California. The principal activities
of the company and its consolidated subsidiaries include:
(i) obtaining zoning and other entitlements for land it owns
and improving the land for residential development; (ii)
single-family residential construction in Southern California;
and (iii) providing residential real estate development
services to third parties. Once the residential land owned
by the company is entitled, the company may sell unimproved
land to other developers or homebuilders; sell improved land
to homebuilders; or participate in joint ventures with other
developers, investors or homebuilders to finance and construct
infrastructure and homes. In April 1998, the company sold its
commercial development business, and accordingly its financial
statements have been reclassified to present the commercial
development business as discontinued operations. During
the balance of 1999 and 2000, the company indicates it will
focus its immediate efforts to (i) obtain approval from the
California Coastal Commission for modifications to the Local
Coastal Program for the Warner Mesa project in accordance
with the courts' decisions; (ii) complete the secondary
permitting for development of Warner Mesa; and (iii) commence
infrastructure construction on Warner Mesa as soon as possible;
however, the company may also consider other strategic and
joint venture opportunities. There can be no assurance that
the California Coastal Communities Inc. will accomplish,
in whole or in part, all or any of these goals.

In reporting its gain or loss for the nine-month period ending
September 30, 1999 the company showed zero revenue and a net
loss of $2.2 million. In the same period of 1998 the company
had revenue of $2.1 million and net income of $5.3 million.

The company does not expect to report any revenues until
the first quarter of 2000, when the delivery of homes is
scheduled to commence at its 112-home Rancho San Pasqual
project in Escondido, California.


CORAM HEALTHCARE: Announces Third Quarter Results
-------------------------------------------------
Coram Healthcare Corporation (NYSE:CRH), today announced
financial results for the third quarter ended September 30, 1999.
Despite sequential improvements in the company's infusion therapy
business during the quarter, the period's results were impacted
by losses in the subsidiaries that operate its Resource Network
division ("R-Net"), and by a charge and incremental expenses
related primarily to the wind-down of this division. Before the
one-time charge and related incremental expenses, the company
reported a loss for the quarter of ($ 8.4) million or ($0.17) per
diluted share. The loss for the quarter, including this charge
and related incremental expenses, was ($15.2) million or ($0.30)
per diluted share.

For the quarter ended September 30,1999, Coram reported net
revenues of $143.2 million, compared to total net revenues of
$143.6 million reported for the third quarter ended September 30,
1998. These results include a $14.0 million decline in the
company's R-Net revenues, on a year-over-year quarter basis, due
primarily to the June 30, 1999 termination of the Master
Agreement, effective May 1, 1998, between Coram Healthcare
Corporation and Aetna U.S Healthcare, Inc. ("Aetna").

For the nine months ended September 30, 1999, Coram's net
revenues were $ 456.9 million, a 24.0 percent increase over total
net revenues of $368.5 million for the nine months ended
September 30, 1998.

In a separate statement, the company also announced today that
the R-Net subsidiaries filed voluntary petitions with the U.S.
Bankruptcy Court for the District of Delaware under chapter 11 of
the U.S. Bankruptcy Code. The filings do not include, and should
not effect, other Coram operations.

"Third quarter results and subsequent events demonstrate we are
making significant progress in our effort to restore the
company's profitability. We made improvements in our base
infusion therapy business and we are moving ahead with our
planned future sale of our prescription service division. All of
this progress, together with R-Net's decision to stem its losses
through a quick wind-down of operations, will contribute to an
improvement in Coram's financial performance in the coming year,"
said Donald J. Amaral, chairman and interim chief executive
officer of Coram Healthcare Corporation.

R-Net's business is managing a network of contract providers, on
behalf of managed care organizations. R-Net revenues were $10.3
million, or 7.2 percent of total Coram revenues for the quarter.
Segment losses in the company's R-Net subsidiaries accounted for
approximately ($3.8) million or almost one-half of the company's
loss, before the one-time charge, for the quarter.

The company also announced that it is in discussions with its
principal debt holders concerning certain covenants and other
provisions of its principal debt agreements.

--   A special charge of $5.1 million related to the company's
restructuring of its R-Net subsidiary operations, including
employee severance, reserve for lease expenses, and the
write-down of impaired assets.

--   Related incremental expenses of $1.7 million for legal and
professional fees in connection with the company's litigation
with Aetna, and for professional fees related to the preparation
of the company's R-Net subsidiary filing of voluntary petitions
under chapter 11 of the U.S. Bankruptcy Code.


Coram's infusion therapy net revenue declined approximately three
percent, while EBITDA improved 29.0 percent, on a sequential
basis.

Coram Prescription Services revenue increased 73.6 percent over
revenue reported for the third quarter of 1998.

Coram's Clinical Trials and Medical Informatics signed agreements
for 10 new studies during the quarter, totaling $2 million of
revenue over the lives of the studies. Total current studies now
number 15.

Denver-based Coram is a leading provider of high quality home
infusion therapy operating from 88 locations in 43 states and
Ontario, Canada. Coram's Prescription Services Division provides
pharmacy benefit management services as well as mail order
prescription drugs for chronically ill patients. The Clinical
Trials and Medical Informatics Division provides home care and
product development services to pharmaceutical, biotechnology and
medical device companies sponsoring clinical trials.


CORAM HEALTHCARE: Resource Network Subsidiaries File Chapter 11
--------------------------------------------------------------The
Resource Network subsidiaries of Coram Healthcare Corporation
(NYSE:CRH), announced that it filed voluntary petitions with the
U.S. Bankruptcy Court for the District of Delaware under chapter
11 of the U.S. Bankruptcy Code. The filings do not include, and
should not affect, other Coram Healthcare operations which
continue to provide home infusion therapies, mail-order pharmacy
and prescription benefit management services, clinical research,
and medical informatics.

Coram Healthcare, in a separate press release, today announced
third quarter operating results for the period ending September
30, 1999.

The business of Coram Resource Network, Inc. and Coram
Independent Practice Association, Inc. (collectively "R-Net") is
managing a network of contract providers, on behalf of managed
care organizations. R-Net revenues were $10.3 million, or 7.2
percent of total Coram Healthcare revenues of $143.2 million,
for the third quarter ended September 30, 1999.

R-Net has sustained substantial losses in recent periods. Coram
believes, and has alleged in a lawsuit, that the R-Net losses
have resulted primarily from breaches, and other misconduct, of
an agreement the company had with a managed care insurer. In its
suit, Coram is seeking to recover compensatory and punitive
damages.

"The losses sustained by R-Net could not be overcome without a
resolution of the pending litigation. Consequently, the best
course of action for R-Net is to discontinue operations and the
best course of action for Coram is to maintain and strengthen its
focus on its core operations. Both Coram's infusion therapy
business and prescription services division continue to grow in
customer base and revenue, and continue to produce positive
operating results," said Donald J. Amaral, chairman and interim
chief executive officer of Coram Healthcare Corporation.

R-Net will phase out operations through an orderly transition of
their network management services back to the managed care
organizations with which they have contracted. The corporate
reorganization and liquidation firm of Walker, Truesdell, Radick
and Associates, Inc. has been retained by R-Net, subject to
approval of the Bankruptcy Court, to manage the winding-down and
discontinuance of R-Net operations during the chapter 11
proceedings.

In August 1999, several R-Net providers filed an involuntary
bankruptcy petition against R-Net, seeking payment for past due
invoices that have not been paid due to Coram's outstanding
claims against the insurer. Today's filing converts the
involuntary bankruptcy proceeding into a petition for voluntary
chapter 11 protection.

Denver-based Coram is a leading provider of high quality home
infusion therapy operating from 88 locations in 43 states and
Ontario, Canada. Coram's Prescription Services Division provides
pharmacy benefit management services as well as mail order
prescription drugs for chronically ill patients. The Clinical
Research and Medical Informatics Division provides home care and
product development services to pharmaceutical, biotechnology and
medical device companies sponsoring clinical trials.


DANKA BUSINESS: Equity Firm Investing $200 Million In Shares
------------------------------------------------------------
On November, 3, 1999, Danka Business Systems PLC and The
Cypress Group LLC, a New York based private equity firm,
announced that they had entered into a definitive agreement
whereby equity investment funds managed by Cypress have agreed
to invest $200 million in convertible participating preference
shares of Danka.

Danka will issue 200,000 new participating shares at a price
of $1,000 per share. The new participating shares will be
entitled to quarterly dividends equal to the greater of 6.5%
per annum and the deemed per annum rate of the ordinary share
dividends paid in that quarter. Dividends will be paid in the
form of additional participating shares, valued at an amount
per share equal to the liquidation preference per share in
effect at that time, for the first five years, and thereafter
will be paid in cash (except that such dividends may continue
to be paid in additional participating shares to the extent
that cash dividends are not permitted under the terms of
the company's then existing principal indebtedness). The
participating shares will be convertible into ordinary
shares at a conversion price of $3.125 per ordinary share
(equal to $12.50 per ADS), subject to adjustment in certain
circumstances. The participating shares will be entitled to
vote on an as converted basis which will give their holders
voting rights initially corresponding to approximately 21%
of the total voting power of Danka's capital stock. The
participating shares will have a preference over ordinary
shares as to dividends and other distributions and be entitled
to a liquidation preference equal to the initial purchase
price plus accumulated and unpaid dividends.

The company is required to redeem the participating shares
after 11 years at the greater of 100% of their liquidation
preference and the value of the ordinary shares into which
they would then be convertible, in each case plus accumulated
and unpaid dividends from the most recent dividend payment
date. The company is also required to redeem the participating
shares at the holders' options at the greater of 101% of
their liquidation preference and the value of the ordinary
shares into which they are then convertible, in each case
plus accumulated and unpaid dividends from the most recent
dividend payment date, upon an earlier change of control of
the company. In the event of a change of control within three
and one-half years of the initial issuance of the new shares,
the company will be required to make additional payments
equal to the dividends that would have accumulated through
the end of the three and one-half year period, to the extent
such dividends were not previously paid. After the fourth
anniversary of issuance, the company is permitted to redeem
the participating shares at a price equal to the greater of
a percentage of their liquidation preference declining from
103.25% and the value of the ordinary shares into which they
are then convertible, in each case plus accumulated and unpaid
dividends from the most recent dividend payment date. In
the case of any redemption at the "as converted" valuation,
the payment may be made through delivery of ordinary shares
equal to the number into which the redeemed shares could then
be converted.

Under the terms of the agreement, Danka will expand its Board
of Directors from nine to eleven members. Upon closing of the
transaction, two representatives from Cypress will be elected
to fill the vacancies created by the expansion of the Board.

The transaction is subject to various conditions, including,
without limitation, (i) approval by Danka's shareholders at
an extraordinary general meeting, (ii) obtaining a commitment
from a major financial institution to refinance Danka's senior
indebtedness on terms reasonably satisfactory to the parties;
(iii) obtaining amendments to the company's bank Credit
Agreement, TROL Financing Agreements and GE Capital Lease
Financing Agreements; (iv) receipt of required regulatory
approvals, and (v) other customary conditions. Either party may
decline to close if the average closing price of the company's
ADSs on the New York Stock Exchange during the 10-day period
ending three business days before the scheduled closing date
is less that $9.00 per ADR.


EASTWIND AIRLINES: Lawsuits Over Contract Dispute/Back Pay
----------------------------------------------------------
Financially troubled Eastwind Airlines Inc. has been slapped with
several lawsuits, which contain allegations ranging from breach
of contract to failure to pay back wages. The largest lawsuit
stems from a May contract that called for Trans Global Airways
Inc. to operate a cargo shipping  business for Eastwind's then-
existing passenger routes. (The Daily Bankruptcy Review and ABI
November 12, 1999)


EUROWEB INTERNATIONAL: Deutsche Bank Holds 880,000 Stock Shares
---------------------------------------------------------------
Deutsche Bank A.G. of Germany reports ownership of 880,000
shares of common stock of Euroweb International Corporation,
representing 9.7% of the outstanding shares of common stock
of the company.  Deutsche Bank A.G. has shared voting and
dispositive power over the shares.


FLORIDA COAST PAPER: Disclosure Statement
-----------------------------------------
Florida Caost Paper Holding Company LLC and its affiliates as
debtors and the Ad Hoc Committee of Noteholders filed a proposed
Joint Chapter 11 plan.  The plan proposes a Plan Trust that will
be organized for the sole purpose of liquidating the plan trust
assets.

Summary of Classification and Treatment of Claims and
Interests:

Administrative Expense Claims - Estimated Amount of Allowed
Claims: $1M -$5M - Paid in full in cash.

Federal Priority Tax Claims - 0 -

Other Priority Tax Claims - $9M - Cash payment

Other Non-Tax Priority Claims - $300,000 - Unimpaired

Noteholder Claims - $185M - Impaired

Capital Lease Claims - 0-

Convenience Claims - $10,000 - Unimpaired

General Unsecured Claims, including rejection claims - $16M -
Impaired pro rata share

Subordinated Debt Claim - $14m - Impaired - Holder shall
receive $1M in full satisfaction of its claim.

Interests - Impaired - canceled


GREATE BAY CASINO: Reports Third Quarter Results
------------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAAQ) today
reported a loss from operations of $571,000 for the third quarter
of 1999 compared to income from operations of $131,000 for the
third quarter of 1998.  Revenues amounted to $1.6 million for the
third quarters of both 1999 and 1998.

For the nine months ended September 30, 1999, the Company
reported a loss from operations of $1.2 million on revenues of
$5.7 million compared to income from operations of $2.7 million
on revenues of $6.2 million for the comparable period of 1998.

Greate Bay reported a net loss from all sources of $1.9 million
($.37 per share) for the third quarter of 1999 and net income
from all sources of $79.2 million ($15.27 per share) for the nine
months ended September 30, 1999, which included $140,000 and
$86.1 million, respectively, of gains resulting from elimination
of the Company's equity in Pratt Casino Corporation and its
subsidiaries which filed for protection under Chapter 11 of the
United States Bankruptcy Code on May 25, 1999.  Under the terms
of a prenegotiated plan of reorganization which was consummated
in October 1999, ownership and operating control of these
entities by Greate Bay was terminated.

Greate Bay reported net income from all sources of $25.2 million
($4.86 per share) for the third quarter of 1998 and net income
from all sources of $25.3 million ($4.88 per share) for the nine
months ended September 30, 1998, which included $27.5 million and
$31.2 million, respectively, attributable to equity in the
earnings of and gain on elimination of the negative investment in
GB Holdings, Inc. (Holdings) whose primary subsidiary, Greate Bay
Hotel and Casino, Inc. (GBHC), owns the Sands(R) Hotel and Casino
in Atlantic City, New Jersey.  Holdings and GBHC filed for relief
under Chapter 11 of the United States Bankruptcy Code in January
1998.

Greate Bay does not expect to have any ownership or operating
control of GBHC after its reorganization under Chapter 11.  In
addition, as a result of an agreement entered into with GBHC on
June 27, 1998 and approved by the Bankruptcy Court on July 7,
1998, the Company no longer controls the management and operation
of the Sands.  Consequently, Greate Bay's investment in GBHC
together with certain amounts due from GBHC were revalued to a
zero basis on July 1, 1998 resulting in a $27.5 million gain.

The Company's remaining operations consist primarily of Advanced
Casino Systems Corporation, a computer software company which
licenses casino information technology systems to the Sands and
to Hollywood Casino Corporation, as well as to non-affiliated
casino companies.


GREATER SOUTHEAST: Legal Wrangling Continues
--------------------------------------------
Bankruptcy Judge S. Martin Teel Jr.'s courtroom bustled
yesterday, despite the federal holiday, as the fate of
financially troubled Greater Southeast Community Hospital
continued to be uncertain, The Washington Post reported. Possibly
today, the 35-year-old hospital's fate may be determined. If
Judge Teel opts for liquidation, more than 1,100 employees will
be out of work, and creditors, who are owed $70 million, will
begin receiving payments from the proceeds of liquidation. The
hospital has agreed to be purchased by Scottsdale, Ariz.-based
Doctors Community Healthcare Corp., which assured Teel that it
has the financial backing to pay $21 million for the facility and
that it plans to complete the transaction by the end of January.
Just a week ago, creditors unanimously favored liquidation in
order to get the most money out of the bankruptcy process, but
this week they are divided. Unsecured creditors, including
holders of $45 million of municipal bonds sold by the hospital,
are trying to derail the sale; there will be little for them in
proceeds if the sale goes through. Creditors favoring liquidation
called expert witnesses to testify that the hospital and its
assets are worth $26 million and tried to portray Doctors
Community as unreliable. To help settlement talks, D.C. Mayor
Anthony Williams and leaders of the D.C. Council and the D.C.
Financial Control Board sacrificed the city's guarantee of
recovering its $3.1 million in order to entice Doctors Community
to stay in the deal. Attorneys for the hospital, Doctors
Community and creditor Daiwa Bank of Japan argued that there
"would be no bonanza for creditors" if the facility is
liquidated. The sum recovered would be reduced by $16 million
before creditors would receive anything because of laws that
require two months' severance pay to employees, among other
things. (ABI 12-Nov-99)


HARNISCHFEGER: Notice of Auction
--------------------------------
By notice published in The Wall Street Journal on November 12,
1999, the debtor, Harnischfeger Industries, Inc., et al. the US
Bankruptcy court for the District of Delaware entered an order on
November 8, 1999, approving proposed auction procedures to be  
applied in connection with sale of the assets of Beloit
Corporation.  A public auction will be conducted at the offices
of Young, Conaway, Stargatt & Taylor LLP, Wilmington Trust
Center, 1100 North Market Street, Wilmington, DE at 10:00 AM,
November 23, 1999.


KIWI: Viking Resources Makes Bid
--------------------------------
Viking Resources International Inc. said yesterday that it
intends to purchase Kiwi International Air Lines, which filed
chapter 7 in August, according to a newswire report. Viking CEO
Thomas Patterson said he petitioned the bankruptcy court for the
acquisition of the Newark, N.J.-based carrier. Viking expects to
pay about $3 to $6 million for the airline and keep its name,
based on a flightless New Zealand bird.


MARVEL ENTERPRISES: Revenue Increasing Over 1998, Losses Continue
-----------------------------------------------------------------
Marvel Enterprises Inc. operates in the licensing, comic book
publishing and toy businesses.  The company owns the copyrights
to over 3,500 fictional characters, including Spider-Man,
X-Men, Captain America, Fantastic Four and The Incredible
Hulk. The cmpany operates through the following four divisions:

The Marvel Licensing division licenses the Marvel characters for
use in television programs, motion pictures, destination-based
ntertainment (such as theme parks), on-line media, consumer
products and promotions.

The Marvel Publishing division publishes comic books and
paperbacks based upon the company's library of over 3,500
characters as well as certain licensed material.

The Toy Biz division designs, develops, markets and distributes
both innovative and traditional toys worldwide.  The toy products
fall into three categories: toys based on the company's
characters, proprietary toys designed and developed by the
company and toys based on properties licensed to the company by
third parties.

The Corporate division monitors the three operating divisions,
manages external debt and equity holders, outlines business
strategy and generally conducts the corporate governance
functions of the company.

Financial reports indicate that Marvel Enterprises
Inc. experienced a net loss of $4,644 in the three months
ended September 30, 1999, and a net loss of 16,641 in the
nine months ended on that same date.  Revenue for the three
months period was reported at $89,882 and for the nine month
period as being $226,650.

For comparison, the net loss in the same three month period
of 1998 was $7,223 and in the same nine month period of 1998
net loss was $4,041.  Revenue in the 1998 three month period
was $65,045, and in the nine month period $156,361.


MEDPARTNERS PROVIDER NETWORK: Chapter 11 Plan
---------------------------------------------
MedPartners Provider Network, Inc. ("MPN") holds a limited health
care service plan license under the Knox-Keene Act.  The DOC
appointed a conservator to oversee MPN's assets on March
11, 1999.  The conservator immediately filed a petition for
relief under Chapter 11.  Settlement discussions among MPN,
MedPartners(Caremark RX, Inc., formerly known as MedPartners,
Inc.) and the State resulted in an agreed term sheet that
outlined the structure of a settlement whereby MPN would
be restored to possession of its assets and control of its
operations under the management of MedPartners.  A settlement
agreement empowers the examiner to oversee the settlement
agreement, specifies the nature and extent of the Medpartners
funding commitment, establishes procedures to pay valid claims,
establishes certain specified third party beneficiary rights
and contemplates a supplemental plan agreement whereby the
"Supplemental Plan Agreement Parties" agree to pursue certain
aspects of a plan of reorganization.

The Settlement Agreement and the Supplemental Plan Agreement
provide the framework for the plan.

Summary of treatment of classified claims:

Class 1: Secured Claims 1A: Mullikin Family Trust Secured
Claims 1B: Secured Tax claims 1C: Other Secured Claims

Class 2: Priority Claims

Class 3: Unsecured Claims without priority 3A: MPN Provider
Claims 3B: MPN Plan Preserved Claims 3C: MPN Plan Subordinated
Claims 3D: Consenting MPP Subordinated Claims 3E: MedPartners
Subordinated Claims 3F: Other Unsecured Claims

Class 4: Interests of Hodlers of Common Stock

Classes 1A, 1C, and Class 4 are not impaired.


MERRY-GO-ROUND: Fidelity Takes-Up Contingency Fee Dispute
---------------------------------------------------------
Fidelity Management & Research Company, on behalf of various
Funds and accounts managed by it and its affiliates, picked-up
last week in where Bear, Stearns & Co., Inc., appears to have
left off in a fight against payment of a $74 million contingency
fee to the Baltimore-based law firm of Snyder, Weiner, Weltchek,
Vogelstein & Brown, which succeeded earlier this year in
obtaining a $185 million settlement from Ernst & Young LLP to
settle claims asserted by Deborah H. Devan, Esq., the trustee for
the Merry-Go-Round Enterprises, Inc., chapter 7 cases.  

Bear Stearns and Snyder Weiner advised Judge Derby in the
Bankruptcy Court in Baltimore that they are prepared to enter
into a settlement whereby Bear Stearns will agree to withdraw its
objection to Snyder Weiner's $74 million fee request if Snyder
Weiner will rebate a portion of its fee.  "As a consequence of
this settlement," Fidelity asserts, "the interests of Fidelity
and other unsecured creditors who were relying on the Bear
Stearns objection are no longer represented in this case."  

"Fidelity and other unsecured creditors should have a voice in
this matter," Bruce Zirinsky, Esq., and H. Peter Haveles, Jr.,
Esq., lawyers with New York-based Calwalader, Wickersham, & Taft,
told Judge Derby last week, making it clear that if Bear Stearns
isn't willing to press its objection to the mat, Fidelity is
prepared to step into Bear Stearns' shoes for the benefit of all
Merry-Go-Round creditors.  Importantly, Messrs. Zirinski and
Haveles note, Fidelity is prepared to continute prosecuting Bear
Stearns' objection to the fee request without delaying the
scheduling order that contemplates a trial on the issue before
the end of the month.  

Fidelity takes the position that a 10% contingency fee, $18.5
million, to Snyder Weiner is a more than generous fee under any
circumstances.  A 10% award would be consistent with contingency
fees awarded in similar cases.  Moreover, based on Snyder
Weiner's reporting that 12,087 attorney hours were expended to
achieve the $185 million settlement with E&Y, payment of a 10%
fee will compensate Ms. Devan's lawyers at an incredible $1,530
hourly billing rate.  Any fee greater than 10%, Fidelity says,
would simply bear no reasonable relation to the services provided
and would perversely place the interests of Ms. Devan's lawyers
ahead of those of Merry-Go-Round's creditors--a result wholly
contrary to the dictates of the Bankruptcy Code.  

Fidelity reminds Judge Derby that the United States Court of
Appeals for the Fourth Circuit has already taught that
contingency fee agreements are not cast in stone and are not
always enforceable in a bankruptcy proceeding.  Fidelity points
to the Fourth Circuit's finding of a "wonderful example[] of
chutzpah" in the Dalkon Shield litigation where tort claimants'
attorneys attempted to enforce their one-third contingency
agreements in the A.H. Robbins Co. bankruptcy cases.  In Robbins,
the Fourth Circuit rejected the "windfall" contingency fees,
reducing them to 10%.  


MOSSIMO: Quarter Ended September 30, 1999 Yields $1 M Net Income
----------------------------------------------------------------
Mossimo, Inc. designs, sources and markets a lifestyle
collection of designer men's and women's sportswear and
activewear bearing Mossimo-Registered Trademark-trademarks that
project the company's image of a contemporary lifestyle. The
company's apparel offerings include knit and woven shirts,
outerwear, denim products, sweatshirts, tee-shirts and
shorts. The company also licenses its trademarks for use
in collections of eyewear, women's swimwear and bodywear,
men's neckwear, men's tailored suits and dress shirts and
men's hosiery.

Mossimo products are characterized by quality workmanship
and are targeted towards the fashion conscious consumer,
generally age 35 and under. The company distributes its
products to a diversified account base, including department
stores, specialty retailers, and sports and activewear stores
located throughout the United States, as well as one signature
retail store and one outlet store in Southern California.

Net sales increased to $20.3 million during the third quarter
of 1999 from $11.0 million in the corresponding quarter
in 1998.  Net sales increased to $40.0 million during the
nine months ended September 30, 1999 from $36.9 million in
the corresponding period in 1998.

While comparison figures show net losses in each of the period
save one, the three months ended September 30, 1999 saw a net
income of $1.0 million.  In the same period of 1998 net loss
was $3.4 million and in the nine months ended September 30,
1999 net loss was $6.0 million, while in the 1998 nine month
period net loss was $11.2 million.


MOUNT AIRY LODGE: Files For Bankruptcy After Death of Owner
-----------------------------------------------------------
The Poconos' largest and most widely recognized resort
has filed for Chapter 11 bankruptcy protection, hours after the
funeral for its former principal owner, Emil Wagner.

Mount Airy Lodge also missed a $300,000 payroll that was due
Monday, said attorney David Neff of Hostmark Hospitality Group,
which was appointed by the court to run the lodge during
foreclosure.

Mount Airy listed $32.4 million in secured debt and nearly $14
million in unsecured debt when it filed for Chapter 11, which
allows a company to hold off its creditors and continue operating
while it puts its finances in order.

As the struggle over the resort's future moved into bankruptcy
court, Monroe County Court Judge Peter J. O'Brien issued an order
yesterday canceling a hearing he had set for today to decide
whether the resort could close to save dwindling cash.

The judge dismissed a Hostmark request for permission to close at
least temporarily during the slow months after autumn leaves fall
and before ski season is in full swing. Hostmark had argued that
the only way the sprawling resort could stay open would be with
an infusion of $1 million, and Neff questioned the value of the
bankruptcy filing in bringing that about.

"It seems to be a rather desperate act," Neff said. "What the
property needs more than anything else is cash. When you file a
bankruptcy, it doesn't mean cash miraculously appears."

For example, the resort is facing a $90,000 electric bill due
tomorrow, Neff said. It was unclear if PP&L would turn off the
power if the bill was not paid.

The resort's 600 employees will stay on the job at least until
the hearing, Neff said.

Thousands of couples have honeymooned and hundreds of well-known
entertainers have performed at the landmark resort, which
includes the Mount Airy Lodge and its sister resorts,
Strickland's Inn and Pocono Gardens Lodge.

Wagner, 77, who committed suicide last Wednesday, was known for
helping build Mount Airy Lodge into one of the Poconos' most
popular tourist destinations along with his cousin and co-owner
Herman Martens, who died two years ago.

About 300 mourners filled a Mount Pocono Lutheran church for
Wagner's funeral Monday, many describing him as a visionary and
marketing genius who put Mount Airy Lodge and the Poconos in the
national spotlight.

"Use big words, exaggerate," friend Anita dePalma recalled Wagner
saying. She drew laughter when she described how Wagner insisted
that reservation clerks use fancy terms like "Epicurean delights"
when talking about the resort.

DePalma jokingly remembered how Wagner would instruct staff
members to "tell[prospective winter guests]we have snow. Tell
them we have a blizzard.. . . And that was when it was 50 degrees
outside."


ORANGE COUNTY: Judge Rejects $48 Million Bonus Request
------------------------------------------------------
U.S. District Judge Gary Taylor this week rejected a $48 million
bonus request by Hennigan,  Mercer & Bennett, the law firm that
represented Orange County, Calif., after its chapter 9 filing
in December 1994, according to Reuters. This ruling also removed
the final hurdle blocking the payout of about $865 million in
settlements from numerous Wall Street firms, which will enable
the country to move closer to its final rebound from the
financial crisis. That money will be divided among approximately
200 government agencies and school districts that lost more than
$1.6 billion in the county's investment pool when former
treasurer Robert Citron's investment strategy backfired. The
attorneys from the firm requested an additional $48 million after
they already had received $26 million. The judge agreed the firm
deserves more money but ruled that an extra $3 million was more
reasonable. (ABI 12-Nov-99)


PAGE AMERICA: Asset Liquidation May Not Benefit Stockholders
------------------------------------------------------------
On June 16, 1999, Page America Group Inc. filed voluntary
petitions for relief under Chapter 11 of the U.S. bankruptcy
Code. The company filed a prepackaged and pre-solicited
Plan and Disclosure Statement that allows for the complete
liquidation of the company and distribution of their remaining
assets to creditors and shareholders. The Plan provides that
Administrative Claims, Priority Claims and General Unsecured
Claims will be paid in full in cash and adopted the same
distribution provisions that had been previously approved in
the Forbearance Agreement dated July 1, 1997.

The company has received authorization to continue business
operations as a debtor-in-possession and to pay certain
claims related to the administration of the proceedings and
other claims. Page America Group has no employees, leases
no property and has no assets, other than cash and Metrocall
securities representing the remaining net proceeds received
from the sale of its assets.

Cash and cash equivalents were $4.9 million at June 30, 1999
and $.5 million at December 31, 1998. During the nine months
ended September 30, 1999, the company received $15.7 million
from the sale of all of its Metrocall Series B Convertible
Preferred Stock and $186,000 of interest income. Disbursements
principally consisted of $11.1 million to retire the senior
credit facility and pay any accrued interest and related
expenses, $221,000 of Chapter 11 filing related expenses,
and $163,000 of general and administrative expenses.

In January 1999, the company received $318,000 in payment of
accrued dividends on the Metrocall Series B Preferred Stock
in connection with the sale of the these securities. The Plan
of Liquidation contemplates that Page America will distribute
any remaining assets to its common and preferred shareholders
and to the holders of Subordinated Notes in accor dance with
the terms and provisions of the Forbearance Agreement and as
described above. Page America says the value of the assets,
if any, to be available for distribution to the Page America
shareholders upon liquidation cannot be ascertained at this
time and will depend, among other things, on the total amount
of its liabilities and the value of the Metrocall common
stock to be realized by Page America.


PRAEGITZER INDUSTRIES: Tender Offer From Tyco & Tyco Subsidiaries
-----------------------------------------------------------------
On October 26, 1999, Sigma Circuits, Inc., a Delaware company
and an indirect wholly owned subsidiary of Tyco International
Ltd., a Bermuda company, and T Merger Sub (OR), Inc., an
Oregon company and a direct wholly owned subsidiary of Sigma
Circuits, Inc., entered into an Agreement and Plan of Merger
with Praegitzer Industries, Inc.  In accord with the Merger
Agreement, T Merger Sub (OR), Inc. has commenced a tender
offer for the common stock of Praegitzer, and, following the
successful consummation of the offer, the parties will take
the necessary action so that T Merger Sub (OR), Inc. will
be merged with Praegitzer, and Praegitzer will become an
indirect wholly owned subsidiary of Tyco.  The obligations
of Sigma Circuits and T Merger Sub under the Merger Agreement
are guaranteed by Tyco.

In connection with the Merger Agreement, Robert L. Praegitzer,
the majority shareholder of the company, has entered
into a Shareholder's Agreement with Sigma Circuits and T
Merger Sub. Under the terms of the Shareholder's Agreement,
Mr. Praegitzer has agreed, among other things, to tender
his shares of common stock in the offer, or, in the case of
shares that are subject to certain pledge arrangements and
which cannot be tendered in the offer, to sell such shares
to T Merger Sub following the successful consummation of
the offer. Mr. Praegitzer has also agreed to vote his shares
against any transaction that is inconsistent with the offer
and the merger.  The Shareholder's Agreement terminates
upon termination of the Merger Agreement in accordance with
its terms.

By reason of the arrangements under the Merger Agreement and
the Shareholder's Agreement, Sigma Circuits, Tyco International
and T Merger Sub could be deemed to beneficially own the
shares owned by Mr. Praegitzer.


PREMIER LASER: OIS/Premier Agree To Preferred Stock Purchase
------------------------------------------------------------
OIS has entered into a Series B Preferred Stock Purchase
Agreement with Premier under which OIS agreed to sell shares of
OIS Series B Preferred stock at the price of $25.00 per share
with each share carrying the voting power of 1,000 shares of
OIS common stock. OIS becomes obligated to sell 50 shares of
the Series B Preferred stock for every 50,000 shares of OIS
common stock issued under OIS common stock options. Premier
intends to purchase any such shares by canceling indebtedness
of OIS to Premier.

Previously, on October 18,1999, OIS filed a Certificate
of Determination which designated the rights, preferences,
privileges and restrictions of the Series B Preferred stock.
On October 21, 1999, OIS, Premier and Walt Williams, Daniel
Durrie and Randall Fowler (outside Directors) entered into an
agreement which (i) recognized the exercise by each of them
of an option to purchase 50,000 shares of OIS common stock
for an aggregate total of 150,000 shares; and (ii) effected
the sale by OIS to Premier of 150 shares of the Series B
Preferred Stock in exchange for Premier's cancellation of
certain OIS indebtedness in the amount of $3,750.


PREMIER LASER: Upon Merger OIS To Become Subsidiary Of Premier
--------------------------------------------------------------
On October 21, 1999, Premier Laser Systems Inc. entered
into an agreement and plan of reorganization with OIS and
Ophthalmic Acquisition Corporation, a California corporation
and wholly-owned subsidiary of Premier.

Subject to the terms and conditions of the merger agreement,
Premier will be merged with and into OIS at the effective
time of the merger, and OIS will become a wholly-owned
subsidiary of Premier. At the effective time of the merger,
each outstanding share of the common stock, $.01 par value
per share, of OIS, other than shares of OIS common stock to
be canceled in accordance with the merger agreement, will be
converted into the right to receive 0.80 shares of Class A
common stock, par value $.01 per share, of Premier.

In addition, Premier will assume certain outstanding options
exercisable for OIS common stock.

The merger is intended to be a tax-free reorganization under
the Internal Revenue Code of 1986, as amended. The merger is
subject to approval by the shareholders of OIS, regulatory
approvals and other customary closing conditions.


PURINA MILLS: Chase Bank Objects to Houlihan, Lokey
---------------------------------------------------
Chase Bank of Texas, NA as agent for certain lenders to Purina
Mills, Inc. objects to the application of the debtors seeking
authority to employ Houlihan, Lokey, Howard & Zukin Capital as
Financial Advisors.  The Bank objects to the "Transaction Fee" of
approximately $3 million.  The Bank states that at this time it
is impossible to determine whether the fee is reasonable.  
Houlihan is charging a $125,000 monthly advisory fee, and the
Bank states that by denying the Transaction Fee at this time,
Houlihan will not be prejudiced.

RINCON ISLAND: Order Approves First Amended Disclosure Statement
----------------------------------------------------------------
On October 25, 1999, the US Bankruptcy Court for the Central
District of California, Northern Division entered an order
approving the first amended Disclosure Statement accompanying
the first amended joint plan of reorganization proposed by
Rincon Island Limited Partnership, its Committee of Unsecured
Creditors, and Windsor Energy US Corporation.

December 13, 1999 is set at the hour of 2:00 PM as the
date and time for the hearing on confirmation of the First
Amended Plan, which hearing shall be held in Courtroom 201 of
the US Bankruptcy Court, 1415 E. State Street, Santa Barbara,
California 93101.

The plan contemplates a new loan by the Bank to the Reorganized
Debtors to fund some of the payments required under the plan.
Reorganized Rincon will use cash on hand plus the post-
confirmation loan to make the payments required to be made
to creditors pursuant to the plan on the Effective Date,
including the payments to be made or reserves with respect
to holders of Administrative Expenses, Priority Tax Claims,
Priority Non-Tax Claims, and Unsecured Claims.

The Reorganized Debtors will continue in existence and will
operate and conduct their business focusing primarily on the
continued exploration, acquisition, development, exploitation
and production of oil and natural gas in the Rincon Field.

Summary of Treatment of Claims and Interests:

Class 1 Allowed Rincon Priority Non-Tax Claims - No claims
estimated - Unimpaired. Estimated Recovery: 100%

Class 2 Allowed Rincon Bank Loan Secured Claim - Estimated
Claims: $23,084,458 - Impaired - Estimated Recovery: 100%

Class 3 Allowed Rincon Oil and Gas Lien Claims and Allowed
Rincon M&M Lien Claims - Estimated Claims: $1,988,800 -
Impaired Estimated Recovery:100%

Class 4 Allowed Rincon Berry Petroleum Secured Claim -
Estimated Claim: $400,000 - Impaired. Estimated Recovery: 100%

Class 5 Allowed Rincon General Unsecured Claims - Estimated
Claims: $2.5m - Impaired - Estimated Recovery: 46%

Class 6 Allowed Rincon Equity Interests - Unimpaired -
Holders will retain all of their prepetition interests in Rincon

Class 7 Allowed WEUS Priority Non-Tax Claims -Unimpaired
Estimated Claims: None

Class 8 Allowed WEUS Bank Secured Claims - Estimated Allowed
Claim: $100,000 Impaired. Estimated Recovery: 100%

Class 9 Allowed WEUS GP Based General Unsecured Claims -
Estimated Claims: $2.5m - Impaired. Estimated Recovery: 1%

Class 10 WEUS Non-GP Based General Unsecured Claims - Estimated
Claims: $23.3m Estimated Recovery: 50%

Class 11 WEUS Subordinated Debenture Unsecured Claims -
Impaired - Estimated Claims: $3.09m - Estimated Reocvry:50%

Class 12 Allowed WEUS Equity Interests Unimpaired additional
distribution.


RITE AID: Explores Sale of West Coast Stores to Reduce Debt Load
----------------------------------------------------------------
Rite Aid Corp., Camp Hill, Pa., is considering the sale of some
or most of its 1,100 West Coast stores to help pay down the
drugstore chain's debt, The Wall Street Journal reported. This
would reverse the company's recent aggressive acquisition
strategy and shift the company's focus from being a national
retailer. For several months Rite Aid has been seeking buyers for
250 to 350 of its West coast stores; the asking price averages
$2.5 million per store. In  September, Longs Drug Stores Corp.,
Walnut Creek, Calif., paid $186 million for 38 Rite Aid
stores. Rite Aid also has reached an agreement to sell more than
40 of its larger stores in Oregon, Washington and Idaho to Bi-
Mart Corp. To further reduce debt, Rite Aid is also seeking a
buyer for its PCS Health Systems unit, a provider of
prescription-based benefits. Rite Aid prevented a debt crisis in
late October by renegotiating about $1.6 billion in loans with
its banks just prior to a repayment deadlines. The banks have
extended the debt by a year, and their interest rate will
increase if Rite Aid does not achieve a certain level of asset
sales by early  2000. (ABI 12-Nov-99)


SPECTRUM INFORMATION: Annual Meeting Has Purposeful Agenda
---------------------------------------------------------
Notice has been given stockholders of Spectrum Information
Technologies I, (doing business as Siti-Sites.com), that
the 1999 annual meeting of stockholders will be held at
10:00 a.m. on December 9, 1999, at the company's offices
located at 594 Broadway, Suite 1001, New York, New York.
Stockholders will meet for the following purposes:

1.  To elect one Class I Director to serve for the ensuing
one year and until his successor is duly elected and
qualified, (b) to elect one Class II Director to serve
for the ensuing two years and until his successor is
duly elected and qualified, and (b) to elect one Class
III Director to serve for the ensuing three years and
until his successor is duly elected and qualified.  2.
To approve the company's Amended and Restated Certificate
of Incorporation to, among other things, (a) change
the name of the company to "Siti-Sites.com, Inc.", (b)
increase the number of authorized shares of common stock
from 10,000,000 to 35,000,000, and the number of authorized
shares of Preferred stock from 2,000,000 to 5,000,000, (c)
delete the authorization for and all references to Class A
Stock, which was automatically converted to common stock on
March 31, 1999,(d) delete certain limitations on transfers
of common stock which were originally designed to preserve
net operating loss carry forwards of the company, but are
now considered to be irrelevant, and have been lost as a
result of the change of control transaction in December,
1998, and (e) further indemnify the company's directors,
officers and employees against costs and expenses relating
to the performance of their duties.

3.  To approve a plan of financing to raise additional
funds through a private placement with Lawrence M. Powers,
the Chairman of the Board, Chief Executive Officer and
a major stockholder of the company.

4.  To ratify the company's 1999 Stock Option Plan.

5.  To ratify the appointment of Edward Isaacs & Company
LLP as the company's independent public accountant for
the company's fiscal year ending March 31, 2000.

The Board of Directors has fixed the close of business on
October 25, 1999, as the record date for the determination
of stockholders entitled to receive notice of and to vote at
the annual meeting.


SUN TV: Seeks Confirmation Hearing Date for Liquidating Plan
------------------------------------------------------------
Sun TV and Appliances, Inc. seeks to schedule a hearing on
confirmation of its liquidation plan. Sun TV requests that
the court fix December 22, 1999 at 9:30 AM as the date for
the commencement of the hearing on confirmation of the plan.


TELEGEN: Signs Investment Banking Agreement
-------------------------------------------
Telegen Corporation (OTC BB:TLGNQ) today announced that it has
completed negotiations and executed an Investment Banking
agreement with WMS Financial Planners, Inc., and Pacific West
Securities, Inc., which contemplates both a debt offering and a
stock offering totaling up to$14.3 million.

The agreement is subject to approval by the U.S. Bankruptcy Court
at a hearing scheduled for Nov. 30, 1999.  Pending Court
approval, Telegen plans to begin the debt and stock offerings in
December of this year. Proceeds of the debt offering of up to
$500,000 will be available to Telegen immediately.

Proceeds of the stock offering of up to $13.8 million will be
used to fund a Plan of Reorganization which Telegen intends to
file by the end of this year. Telegen expects to complete
reorganization in the first half of next year.

"This agreement is the culmination of many months of hard work by
a very dedicated staff of professionals and represents a major
milestone in the commercialization of our HGED flat panel display
technology," said Telegen Corporation President and CEO Jessica
L. Stevens.

Telegen Corporation is located in San Mateo, California, and is
developing a proprietary flat panel display technology known as
HGED as well as hardware solutions for internet delivered MP3
music through its subsidiary Telegen Communications Corporation.
The Company's stock is traded on the electronic bulletin board
under the symbol TLGNQ.


THE PHARMACY FUND: Hearing To Consider Disclosure Statement
-----------------------------------------------------------
A hearing will be held on November 30, 1999 before the
Honorable Tina L. Brozman, US Bankruptcy Court, Room 723,
One Bowling Green, New York, NY 10004 on November 30, 1999 at
2:00PM to consider the adequacy of information and approving
the Dislcosure Statement of the debtors, The Pharmacy Fund,
Inc. and Pharmacy Fund Receivables, Inc.

The plan is a plan of liquidation for each debtor.  In the
Pharmacy Fund Receivables case, where most of the Pharmacies
assert claims, after payment of allowed administrative expense
claims, allowed priority tax claims and allowed priority
claims, all claims of the settling pharmacies pursuant to the
Model Settlement Agreement shall be paid in full.  The funds
for these payments will be held by PFR in the Settling Pharmacy
Reserve and will contain the balance of the Segregated Account.
Holders of Allowed General Unsecured Claims against Pharmacy
Fund Receivables, including those claims of non-settling
pharmacies, terminated pharmacies and the allowed claim of
Prudential Securities Credit Corporation shall share pari
passu in the distribution of the remaining funds in the
Pharmacy Fund Receivables estate.

It is anticipated that holders of Class 3 allowed claims
will receive an initital distribtuion of approximately 47%
and an additional distribution.

Prudential Securities shall have an allowed general unsecured
claim in the amount of $72,109,849.  Other general unsecured
claims against Pharmacy Fund Receivables shall receive a
distribution of 47.31%.  Equity interests in Pharamcy Fund
Receivables shall receive no distribution.

In the Pharmacy Fund case, Prudential Securities shall have an
allowed general unsecured claim against PFI in the amount of
$27,124,000.  It is estimated that allowed general unsecured
claims agianst Pharmacy Fund should receive a distribution
of approximately 5%.


VENCOR: Announces Third Quarter Results
---------------------------------------
Vencor, Inc. today announced its operating results for the third
quarter and nine months ended September 30, 1999.

Revenues for the quarter totaled $681.9 million compared
with$718.1 million in the year-earlier period. Excluding the
effects of certain unusual transactions, the Company reported a
loss from operations of $37.0 million or $ 0.53 per share
compared with a loss of$4.1 million or $0.06 per share in the
third quarter of 1998.

Operating results for both periods included certain unusual
transactions. The operating loss reported in the third quarter of
1999 includes $5.4 million or $0.08 per share of professional
fees incurred in connection with the Company's restructuring
activities. Unusual transactions in the third quarter of 1998
increased net operating results by $41.7 million or $0.60 per
diluted share. These transactions included a gain of $98.5
million resulting from the Company's sale of its investment in
Atria Communities, Inc. and charges of $56.8 million related to
the cancellation of construction projects, losses related to the
planned closure of two hospitals, expenses for uncollectible
accounts receivable from previously sold or closed nursing
center, home health and hospice operations and the write-down of
the Company's investment in Behavioral Healthcare Corporation
("BHC") to its net realizable value.

For the nine months ended September 30, 1999, revenues were $2.1
billion compared to $2.3 billion in the prior year. Excluding the
effects of certain unusual transactions, losses from operations
totaled $64.5 million or $0.93 per share in the current period
compared to income from operations of $17.7 million or $0.25 per
share in the same period a year ago.

Unusual transaction costs totaled $33.1 million or $0.47 per
share for the nine months ended September 30, 1999, including
$27.7 million recorded in the first and second quarters of 1999
for losses associated with the write-down of the Company's
remaining investment in BHC, professional fees incurred in
connection with the Company's restructuring activities and the
cancellation of a nursing center software development project. In
addition, a change in accounting for deferred start-up costs
recorded in the first quarter of 1999 reduced earnings for the
nine month period by $8.9 million or $0.13 per share. Operating
results for the nine months ended September 30, 1998 included
income of $15.3 million or $0.23 per share related to unusual
transactions, including $26.4 million of charges recorded in the
first and second quarters of 1998 for costs to complete the spin-
off transaction with Ventas, Inc. (NYSE:VTR), losses related to
the disposal of certain non-strategic businesses, and the write-
off of capitalized amounts related to a cancelled construction
project. Results for the nine months ended September 30, 1998
also included an extraordinary loss of $77.9 million or $1.15 per
share incurred in connection with the refinancing of debt in the
spin-off transaction with Ventas.

During the nine months ended September 30, 1999, revenues in each
of the Company's three operating divisions were affected
adversely by the provisions of the Balanced Budget Act of 1997
(the "Budget Act") and other reductions in Medicare
reimbursement. Under the new prospective payment system ("PPS"),
which became effective July 1, 1998, Medicare revenues in the
nursing center division were substantially less than those earned
under the former cost-based reimbursement system. The Budget Act
also reduced Medicare revenues in the Company's hospitals related
to certain incentive payments, allowable bad debts and capital
costs, and payments for services provided to patients transferred
from general acute care hospitals. Medicare payments to the
Company's hospitals related to certain respiratory therapy and
pharmacy costs also have been reduced in 1999. The demand for the
Company's Vencare services, particularly respiratory and
rehabilitation therapies, has declined significantly as Vencare
nursing center customers have attempted to reduce operating costs
in response to PPS.

In addition to reductions in Medicare reimbursement, operating
results for the third quarter of 1999 also were affected
adversely by$7 million of additional provisions for doubtful
accounts in the nursing center and Vencare divisions and a $3
million charge related to a nursing center professional
liability settlement.

The provision for income taxes for the third quarter and nine
months ended September 30, 1999 included charges of $15.0 million
and$26.4 million, respectively, to establish a deferred tax
valuation allowance. There are no deferred tax assets included in
the Company's condensed consolidated balance sheet at September
30, 1999.

The Company filed voluntary petitions for protection under
Chapter 11 of the United States Bankruptcy Code on September 13,
1999. The Company is currently operating its business as a
debtor-in-possession subject to the jurisdiction of the United
States Bankruptcy Court in Delaware. Accordingly, the condensed
consolidated financial statements of the Company have been
prepared in accordance with the American Institute of Certified
Public Accountants Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy
Code" and generally accepted accounting principles applicable to
a going concern, which assumes that assets will be realized and
liabilities will be discharged in the normal course of business.

As previously announced, the Company continues to develop a plan
of reorganization with its senior bank lenders, holders of its
subordinated debt, Ventas and the Federal government to obtain a
sustainable capital structure for the Company and to enhance the
financial viability of the reorganized Company. Vencor is a long-
term healthcare provider operating nursing centers, hospitals and
contract ancillary services in 46 states.


WINDSOR ENERGY: Order Approves First Amended Disclosure Statement
-----------------------------------------------------------------
On October 25, 1999, the US Bankruptcy Court for the Central
District of California, Northern Division entered an order
approving the first amended Disclosure Statement accompanying
the first amended joint plan of reorganization proposed by
Rincon Island Limited Partnership, its Committee of Unsecured
Creditors, and Windsor Energy US Corporation.

December 13, 1999 is set at the hour of 2:00 PM as the
date and time for the hearing on confirmation of the First
Amended Plan, which hearing shall be held in Courtroom 201 of
the US Bankruptcy Court, 1415 E. State Street, Santa Barbara,
California 93101.

The plan contemplates a new loan by the Bank to the Reorganized
Debtors to fund some of the payments required under the plan.
Reorganized Rincon will use cash on hand plus the post-
confirmation loan to make the payments required to be made
to creditors pursuant to the plan on the Effective Date,
including the payments to be made or reserves with respect
to holders of Administrative Expenses, Priority Tax Claims,
Priority Non-Tax Claims, and Unsecured Claims.

The Reorganized Debtors will continue in existence and will
operate and conduct their business focusing primarily on the
continued exploration, acquisition, development, exploitation
and production of oil and natural gas in the Rincon Field.

Summary of Treatment of Claims and Interests:

Class 1 Allowed Rincon Priority Non-Tax Claims - No claims
estimated - Unimpaired. Estimated Recovery: 100%

Class 2 Allowed Rincon Bank Loan Secured Claim - Estimated
Claims: $23,084,458 - Impaired - Estimated Recovery: 100%

Class 3 Allowed Rincon Oil and Gas Lien Claims and Allowed
Rincon M&M Lien Claims - Estimated Claims: $1,988,800 -
Impaired Estimated Recovery:100%

Class 4 Allowed Rincon Berry Petroleum Secured Claim -
Estimated Claim: $400,000 - Impaired. Estimated Recovery: 100%

Class 5 Allowed Rincon General Unsecured Claims - Estimated
Claims: $2.5m - Impaired - Estimated Recovery: 46%

Class 6 Allowed Rincon Equity Interests - Unimpaired -
Holders will retain all of their prepetition interests in Rincon

Class 7 Allowed WEUS Priority Non-Tax Claims -Unimpaired
Estimated Claims: None

Class 8 Allowed WEUS Bank Secured Claims - Estimated Allowed
Claim: $100,000 Impaired. Estimated Recovery: 100%

Class 9 Allowed WEUS GP Based General Unsecured Claims -
Estimated Claims: $2.5m - Impaired. Estimated Recovery: 1%

Class 10 WEUS Non-GP Based General Unsecured Claims - Estimated
Claims: $23.3m Estimated Recovery: 50%

Class 11 WEUS Subordinated Debenture Unsecured Claims -
Impaired - Estimated Claims: $3.09m - Estimated Reocvry:50%

Class 12 Allowed WEUS Equity Interests Unimpaired additional
distribution.


WIRELESS ONE: Entry of Order Confirming Plan
--------------------------------------------
In a legal notice published in The Wall Street Journal on Friday,
November 12, 1999, the debtor, Wireless One, Inc. reports that
the US Bankruptcy Court for the District of Delaware entered an
order on October 28, 1999 confirming the plan of reorganization
of the debtor.  The administrative claims bar date is February 7,
2000.


                     *********

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