TCR_Public/991122.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 22, 1999, Vol. 3, No. 226
                     
                     Headlines

AHERF: Creditors File Suit Against Former Executives  
ATC GROUP SERVICES: Seeks Extension To Assume/Reject Leases
AVATEX: Merger Pending/Phar Mor Stock To Be Pledged As Security
BMJ MEDICAL: Seeks Extension of Exclusive Periods
BMJ MEDICAL: Seeks Extension To Assume or Reject Unexpired Leases

BRADLEES: Improved Third Quarter Results
CALCOMP TECHNOLOGY: Creditors May Be Left In Cold
CODON PHARMACEUTICALS: Order Extends Exclusivity
FLORIDA COAST: Cash Cost To Stone Container May Be $120M
GENESIS DIRECT: To Sell Assets in Bankruptcy Auction Dec. 14

HARNISCHFEGER: Beloit Reconfigures Paper Machinery Business
HARNISCHFEGER: Motion To Dissolve Beloit Receivables Company
INTEGRATED HEALTH: Analyst Predicts Bankruptcy
LEASING SOLUTIONS: Files Chapter 11  
LOEWEN: Motion For Approval of $200,000,000 DIP Facility

NEUROMEDICAL: Order Extends Exclusivity
PACIFIC INTERNATIONAL: Chapter 11 Update
PEACHTREE: Shell Energy To Acquire majority of Peachtree Accounts
PICO MACOM: Seeks Bankruptcy Protection  
SALANT: Announces Third Quarter and First Nine Months Results

STARTER: Stipulation and Order Extending Exclusivity
STUART ENTERTAINMENT: Order Approves Key Executive Benefits
SUN HEALTHCARE: Motion To Sell 21 Sunbridge Facilities
TROPICAL BEACHES: $1M Post-Petition Secured Financing
UNITED COMPANIES FINANCIAL: Taps E&Y Restructuring LLC

VENCOR: Seeks To Assume And Assign Purchase Agreements
WORLDPORT: Judge Dismisses Involuntary Petition
ZENITH ELECTRONICS: Requests Extension To Assume or Reject Leases

BOND PRICING FOR WEEK OF NOVEMBER 25


                     *********


AHERF: Creditors File Suit Against Former Executives  
----------------------------------------------------
This week creditors of the Allegheny Health Education and
Research Foundation filed a $1 billion lawsuit against 11 former
executives and trustees of the system, according to a newswire
report. The suit, filed in bankruptcy court in Pittsburgh,
charges that Allegheny's top seven executives and four trustees
"took their charitable institutions on an uncontrolled journey of
irresponsible acquisitions, financial manipulation, bureaucratic
excess, lavish spending, grossly improper use of funds and self-
aggrandizement." An attorney for one trustee denied the
allegations against his client and said that he had joined the
board six months before the bankruptcy filing and after all key
acquisitions had been made. A similar argument was made on
behalf of the interim CFO. The eight Philadelphia-area hospitals
of Allegheny filed for bankruptcy protection in July 1998 with
more than $1.5 billion owed to about 65,000 creditors,
including $550 million of that in municipal bond debt. (ABI 19-
Nov-99)


ATC GROUP SERVICES: Seeks Extension To Assume/Reject Leases
-----------------------------------------------------------
ATC Group Services, Inc., et al., debtors, seek an extension of
the time to assume or reject unexpired leases of non-residential
real property.

The debtors seek an extension through March 1, 2000 or the date
of confirmation of a plan of reorganization.  The debtors are the
lessees under approximately 100 leases of non-residential real
property.  The debtors are concentrating on obtaining exit
financing and are also focusing on reaching an agreement among
certain parties with respect to confirmation issues.  Thus the
debtors require additional time to make final determinations with
respect to the assumption or rejection of the leases.


AVATEX: Merger Pending/Phar Mor Stock To Be Pledged As Security
---------------------------------------------------------------
Avatex Corporation is a holding company that, along with its
subsidiaries, owns interests in other corporations and
partnerships.  Through Phar-Mor, Inc., a 38% owned affiliate,
Avatex is involved in operating a chain of discount retail
drugstores. The corporation sold its real estate operations in
May 1999.

On May 12, 1999, Avatex announced it had entered into an
agreement to sell its interests in the corporation's three
remaining real estate developments. On May 27, 1999, one property
was sold to a third party and the company's interests in the
partnerships that owned the other two properties were sold to the
other partners or their affiliates. As a result, Avatex received
$11.4 million in cash and a one-year, $0.6 million
secured note. The note is secured by the company's former
interests in the two partnerships that were sold to the partners
or their affiliates. Avatex recognized a gain on the disposal of
discontinued operations on these transactions of approximately
$6.2 million ($5.6 million net of taxes). Also recognized was a
gain on discontinued operations of $0.3 million which
represents the results of operations of the three properties
until their sale on May 27, 1999. The debt related to these real
estate properties ($25.7 million at March 31, 1999) was either
repaid, transferred to or assumed by another party in connection
with the sale.

Revenues for the real estate segment for the period from April 1,
1999 to their sale in May 1999 were $2.8 million compared to
revenues for the three and six months ended September 30, 1998 of
$2.3 million and $4.9 million, respectively.

On June 18, 1999, the company announced it had entered into an
Amended and Restated Agreement and Plan of Merger with its
wholly-owned subsidiary, Xetava Corporation. The Revised Merger
Agreement amends and restates the Agreement and Plan of Merger
between Avatex and Xetava dated April 9, 1998. Under the Revised
Merger Agreement, which was approved by the Board of Directors of
Avatex, Xetava will merge with and into Avatex, and the existing
preferred stockholders will receive new Class A common stock or,
alternately, a combination of cash, secured notes, warrants and
other consideration. The existing common stockholders will
receive new Class A common stock on a one-for-one basis for their
current common stock. Consummation of the proposed merger is
subject to, among other things, (i) the approval of the merger by
holders of a majority of the common stock and by the holders of
at least two-thirds of each series of preferred stock, voting
separately as a class, (ii) the effectiveness of a registration
statement filed with the Securities and Exchange Commission
with respect to the Class A common stock, the notes and the
warrants, and (iii) the dismissal of three Delaware lawsuits
filed in connection with the April 1998 merger agreement. Avatex
says it anticipates a stockholder meeting to approve the merger
will take place in the fall of 1999.

Avatex Funding will be a new subsidiary whose purpose will be to
issue the 6.75% notes and to own 3,571,533 shares of common stock
of Phar-Mor, which are now owned by Avatex. The shares of Phar-
Mor will be pledged to secure the notes. The principal of the
notes will be due in three years from the date of issuance, and
the interest will be payable semi-annually in cash. Avatex will
also guarantee the notes. The warrants to be issued in the
merger will expire 5 years and 3 months after closing of the
proposed merger.

In issuing financial information for the three and six month
periods ending September 30, 1999 Avatex reported no revenues but
net loss in the three month period of $651, and a gain in the six
month period of $1,441.  For comparison the three months ended
September 30, 1998 saw net losses of $2,784, and in the 1998 six
month period the net losses were $5,366.


BMJ MEDICAL: Seeks Extension of Exclusive Periods
-------------------------------------------------
The debtors, BMJ Medical Management, Inc. et al. seek an
extension of their exclusive periods to propose a plan of
reorganization and solicit acceptance of the plan.

A hearing on the motion will take place on December 1, 1999 at
4:00 PM.

The debtors seek the entry of an order extending the exclusive
period for 60 days, through and including January 15, 2000 for
the plan proposal period and March 17, 2000 for the solicitation
period.

The debtors assert that these cases are extremely large and
complex.
Until recently, the debtors were distracted from the
reorganization of their business by the action against the
debtors by the Medical Groups and multiple adversary proceedings.  
The debtors have resolved most of the litigation, but some
adversary proceedings remain pending.

In regard to restructuring their relationships with Medical
Groups, the debtors have:

Closed transactions with 15 Medical Groups and two individual
doctors; BMJ Chandler and BMJ closed the sale of an ambulatory
surgery center and received $5 million;

BMJ closed the sale of two ambulatory surgery centers which
resulted in the receipt of $4.4million in cash and $1 million in
notes;

BMJ has 2 pending motions seeking approval of transactions with 2
medical groups which will result in the termination of the
management relationships, the receipt of $3.4 million in cash
plus forgiveness of $1.7 million in unsecured claims;

BMJ has reached an impasse with 3 Medical Groups and two
individual doctors and is in litigation with such Medical Groups
and doctors regarding termination of the management relationship
and a return of consideration paid to such Medical Groups and
doctors;

The debtors continue to negotiate with certain of the remaining
10 Medical Groups regarding structured settlement.

The debtors have made significant progress in completing the
claim process.  The debtors state that they continue to
negotiation with Lenders and the Committee toward the resolution
of these cases.


BMJ MEDICAL: Seeks Extension To Assume or Reject Unexpired Leases
-----------------------------------------------------------------
Currently the debtor is party to approximately 22 pre-petition  
leases of non-residential real property.  The debtors request an
extension of the period in which the debtor must determine to
assume or reject leases until the date that a plan or plans are
confirmed in these cases.

The leases are critical assets to the estates since they are for
the office locations at which the affiliated Medical Groups
operate their medical practices.  The debtors assert that their
cases are large and complex, and that an extension of the time to
assume or reject the leases will provide significant benefit to
the debtors, creditors and estates without unduly harming the
landlords.


BRADLEES: Improved Third Quarter Results
----------------------------------------
Bradlees, Inc. (NASDAQ:BRAD) today announced improved sales and
operating results for the third quarter ended October 30, 1999,
including a significant increase in earnings before interest,
taxes, depreciation and amortization (EBITDA) and a reduced net
loss compared with the third quarter of 1998.

Comparable store sales for the third quarter increased 10.5%, and
total sales for the quarter were $358.4 million, compared with
$323.1 million in 1998. Year-to-date comparable store sales
increased 14.2%, and total sales for the period were $1.065
billion, compared with$939.2 million for the prior-year
period.

The Company achieved EBITDA of $7.5 million, compared with $2.2
million in EBITDA for the third quarter of 1998. Income before
interest and reorganization items improved to $0.9 million for
the third quarter of 1999, compared to a loss of $5.6 million in
the prior-year period. Year-to-date, the Company achieved $
15.0 million in EBITDA, compared to an EBITDA loss of $0.6
million in 1998. The year-to-date loss before interest and
reorganization items was reduced to $6.1 million, compared with a
loss of $25.2 million in the prior-year period.

The net loss for the quarter was $6.9 million, compared with a
net loss of $ 7.2 million for the same period last year. Last
year's third quarter results included a reorganization credit of
$2.7 million, which reduced the reported net loss in 1998.
Excluding the impact of this item, the reduction in the Company's
1999 third quarter net loss compared to the prior year would have
been $3.0 million.

The net loss per share was $0.69 for the quarter, compared with a
net loss of $0.64 per share for the corresponding quarter of
1998, due to fewer shares outstanding as a result of the
Company's successful reorganization under Chapter 11. The year-
to-date net loss was $27.2 million, an improvement of $7.4
million compared to the net loss of$34.6 million in the prior-
year period. The year-to-date net loss per share was $2.73
compared with $3.06 in 1998.

"Our results this quarter and year-to-date continue the rapid
improvement in Bradlees' financial and operating performance,"
said Peter Thorner, Bradlees Chairman and CEO. "We achieved a
double-digit increase in comparable store sales for the third
consecutive quarter. We also achieved substantial improvements in
EBITDA and in income before interest and reorganization items. At
the same time, we installed a state-of-the-art warehouse
management system in our Edison, New Jersey distribution center
and opened two new stores that are performing above expectations.
Most importantly, our entire Company is focused on satisfying
existing customers and attracting new customers to drive our
growth."

Bradlees is a regional discount retailer with 104 stores in seven
Northeastern states and 1998 sales of $1.4 billion. Bradlees
offers an assortment of merchandise focused on basic and casual
apparel, basic and fashion items for the home, and commodity and
convenience products.

   
CALCOMP TECHNOLOGY: Creditors May Be Left In Cold
-------------------------------------------------
Since the announcement of the Plan for Orderly Shutdown, Calcomp
Technology Inc. ceased all manufacturing, sales and marketing
activities and scaled back staffing to a level designed to allow
it to sell or liquidate its assets in a manner that takes into
account the interests of the company's stockholders, creditors,
employees, customers and suppliers. The company has sold all of
its non-CrystalJet assets and all of its tangible CrystalJet
assets, and is pursuing the sale of its remaining CrystalJet
assets, which consists solely of intellectual property.
Additionally, pursuant to the Plan for Orderly Shutdown, the
company issued notices to its domestic employees and, as of
September 26, 1999, has terminated 506 employees, or 98% of the
company's domestic workforce.  Non-U.S. employees have also been
terminated or notified of their scheduled termination under
applicable foreign laws. A small administrative team will
continue the wind up of the company's operations and finalize the
liquidation and dissolution.

Calcomp's ability to make payments on any agreed settlement
amounts will depend on securing additional funding for the Plan
for Orderly Shutdown.  The company's latest estimate of funding
needed to complete the Plan for Orderly Shutdown and the Plan of
Liquidation and Dissolution indicates estimated net liabilities
in liquidation to be $30.1 million in excess of the amount
outstanding under the Secured Demand Loan and the maximum amount
available under the Loan Agreement. There can be no assurance
that the company will be able to settle with its creditors at
amounts estimated in the Plan for Orderly Shutdown or that actual
net cash funding requirements will not exceed current estimates
for other reasons. Accordingly, there is substantial uncertainty
as to whether Calcomp will be able to complete the Plan for
Orderly Shutdown as currently contemplated. If the company is
unable to obtain sufficient funds to complete the Plan for
Orderly Shutdown from the sale of remaining assets (consisting
solely of CrystalJet intellectual property) and the Loan
Agreement or it is unable to reach acceptable settlements with
all of its creditors, the company may be forced to seek
protection from creditors under Federal Bankruptcy law or may
become subject to an involuntary bankruptcy proceeding. In the
event of a bankruptcy or insolvency proceeding, claims of secured
creditors, such as Lockheed Martin, may not be able to be repaid
in full and unsecured creditors may receive little, if anything,
for their claims. In any circumstance, it is highly unlikely the
holders of the company's preferred and common stock will receive
any distributions of funds or assets, and neither the Plan for
Orderly Shutdown nor the Plan of Liquidation and Dissolution
contemplates any such distributions.

  
CODON PHARMACEUTICALS: Order Extends Exclusivity
------------------------------------------------
Oncor, Inc. and Codon Pharmaceuticals, Inc., debtors, are granted
an extension of the exclusive solicitation period through and
including the earlier of December 31, 1999 or confirmation of the
debtors' respective Chapter 11 plans.


FLORIDA COAST: Cash Cost To Stone Container May Be $120M
--------------------------------------------------------
Florida Coast Paper Co.'s reorganization plan will provide for,
among other things, the transfer of all the company's assets to
joint owner Stone Container Corp., according to Stone's Form
10-Q filed Nov. 12 with the Securities and Exchange Commission.
The plan, filed on Oct. 20 and supported by both Stone and fellow
joint owner Four M Corp., also provides for the settlement of all
outstanding claims against Florida Coast through cash payments.
Although the total amount of cash payments has yet to be
determined, Stone estimates that the cash cost of the plan to the
company will be between $120 million and $125 million. Stone will
receive $25 million in Four M convertible preferred stock in
satisfaction of its share of the debts. The purchase price
allocation will be adjusted in the fourth quarter of 1999 to
reflect this settlement.  (The Daily Bankruptcy Review and ABI
November 19, 1999)


GENESIS DIRECT: To Sell Assets in Bankruptcy Auction Dec. 14
------------------------------------------------------------
Genesis Direct, a marketing, merchandising and fulfillment center
specializing in the e-commerce industry, announced that three of
its assets, Proteam.com, The Edge and The Voyager's Collection,
will be sold at a bankruptcy court auction in Newark, N.J., on
Dec. 14, according to a newswire report. Proteam.com is a
superstore web site offering an extensive selection of licensed
sports merchandise, including the catalog and official web site
for the NBA, the NHL and the Broncos, along with catalogs
specializing in baseball, football and NASCAR merchandise. The
Edge offers gifts, collectible and action gear, while The
Voyager's Collection is an in-flight catalog on both TWA and
American Airlines. The minimum bid is $10 million, except for The
Edge, which has no minimum bid. (ABI 19-Nov-99)


HARNISCHFEGER: Beloit Reconfigures Paper Machinery Business
-----------------------------------------------------------
Harnischfeger Industries, Inc. (NYSE: HPH) today announced that,
in order to conserve cash, Beloit Corporation, the sole North
American based producer of pulp and paper machinery and systems,
is rescaling its paper machinery group to include only the
aftermarket business and portions of the tissue business.
Beloit has begun discussing the impact of this decision with its
customers, as well as its vendors and employees.  Harnischfeger
indicated that Beloit is taking these actions while Harnischfeger
continues to actively pursue the orderly sale of Beloit, in whole
or in part.

As part of this action, Beloit has discontinued funding its
operations in the United Kingdom, Italy, and Austria and
accelerated previously announced closures of certain facilities
in Wisconsin and Illinois.  Paper machinery operations in Canada,
Brazil, Poland, Michigan and Mississippi remain operational.  
Other business groups within Beloit, including Beloit Manhattan
(rolls and roll coverings), Pulping, Woodyard, Finishing, and
OASIS, are not affected by this action and continue to be
marketed as ongoing businesses.

As previously announced, Robert N. Dangremond, Chief
Restructuring Officer for the company and Beloit, is directing
the Beloit sale process and PricewaterhouseCoopers Securities LLC
is acting as Harnischfeger's investment banker to assist in the
sale of Beloit.  The company cautioned that, while it will pursue
all legitimate offers for the Beloit businesses, there can be no
assurance as to whether or when any transaction will take place.

On June 7, 1999, the company and its U.S. subsidiaries, including
Beloit, filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Any sale of the Beloit businesses would require
the approval of the Bankruptcy Court and the company's board of
directors.  Government agency approvals may also be
required.

Harnischfeger Industries, Inc. is a global company with business
segments involved in the life-cycle management of equipment for
underground mining (Joy Mining Machinery), surface mining (P&H
Mining Equipment), and pulp and papermaking (Beloit Corporation).


HARNISCHFEGER: Motion To Dissolve Beloit Receivables Company
------------------------------------------------------------
Under a Receivables Sale and Contribution Agreement among HII,
Beloit and Beloit Receivables Company, dated February 26, 1999,
Beloit sold certain accounts receivable on a revolving basis to
BRC in exchange for which BRC paid Beloit in the form of cash and
a subordinated note.  The Sale Agreement also provided that BRC
issue all of its stock to Beloit in exchange for which Beloit
contributed $4,500,000 of receivables.  

Under a Receivables Transfer and Servicing Agreement among HII,
Beloit, BRC and The Chase Manhattan Bank, as administrative agent
and purchaser, dated February 26, 1999, BRC sold to Chase, as
purchaser and on a revolving basis, all of BRC's right, title and
interest in and to certain of the receivables and related
property Beloit transferred to BRC under the Sale
Agreement.  

BRC is a bankruptcy remote, non-debtor Delaware corporation, and,
aside from Beloit, has no creditors.  

Beloit is no longer selling receivables to BRC under the Sale
Agreement.  Because BRC no longer serves the purpose for which it
was incorporated, Beloit seeks Court authority to permit its
Board of Directors to take all corporate action necessary to
dissolve and wind-up BRC. (Harnischfeger Bankruptcy News Issue
15; Bankruptcy Creditor's Service Inc.)


INTEGRATED HEALTH: Analyst Predicts Bankruptcy
----------------------------------------------
Integrated Health Services Inc., a nationwide nursing home
operator and provider for patients in other companies' nursing
homes, reported this week that it lost $1.8 billion in the third
quarter and that it has failed to make two interest payments
totaling $24.7 million, The Washington Post reported. According
to junk bond analyst Philip Acinapuro, of Dabney Flanigan, "All
this most likely points to a chapter 11 filing." In a news
release, Integrated said suspension of the Nov. 15 interest
payment is "necessary to preserve liquidity to operate the
business." Vencor Inc. and Sun Healthcare Group, other nursing
home operators, filed for chapter 11 protection this fall.
Integrated pioneered "subacute care," providing care for patients
that needed round-the-clock nursing services but do not need to
be hospitalized. Integrated implemented an aggressive expansion
strategy through more than $3 billion in borrowing. The company
was then badly exposed when Medicare payments were significantly
reduced after the Balanced Budget Act of 1997 was passed. (ABI
19-Nov-99)


LEASING SOLUTIONS: Files Chapter 11  
-----------------------------------
Leasing Solutions Inc., an equipment provider, has filed for
chapter 11 protection after it was unable to extend loan
agreements with its secured lenders, according to a newswire
report. The Los Angeles-based firm of Stutman, Treister & Glatt
is representing the company in its bankruptcy case, and
PricewaterhouseCoopers is acting as financial advisor. The
company, which specializes in leasing information processing an
communications equipment, primarily to large corporate customers,
also learned that the New York Stock Exchange will delist its
shares because of the filing and Leasing Solutions' failure to
meet other market capitalization and shareholder equity criteria.
(ABI 19-Nov-99)


LOEWEN: Motion For Approval of $200,000,000 DIP Facility
--------------------------------------------------------
The Loewen Group Inc. (NYSE, TSE, ME: LWN), one of the largest
funeral home and cemetery operators in North America, today
announced that its current waivers for non-compliance with
certain financial covenants in its $200 million debtors-in-
possession financing have expired.  As previously announced, the
Company is currently proceeding with the cooperation of its DIP
lenders to reset the covenants of the DIP facility in line with
its current business results.  It is anticipated that the new
covenants would be effective through the first quarter of 2000.

As of November 15, 1999, the borrowings under the DIP facility
were $10.0 million and the letters of credit outstanding were
$17.3 million. Although the Company can not currently borrow
under the DIP Facility until the amendment is obtained, the
Company currently believes that sufficient cash resources exist
to satisfy its near-term obligations and does not anticipate any
interruption in its operations. (LOEWEN Bankruptcy News Issue 15;
Bankruptcy Creditor's Service Inc.)


NEUROMEDICAL: Order Extends Exclusivity
---------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on October 6, 1999 extending the debtor's exclusive periods
to file a plan and solicit acceptances thereof.

The exclusive period within which only the debtor may file a plan
is increased by thirty days, until October 13, 1999.

The exclusive period within which only the debtor may solicit
acceptance of a plan is increased by thirty days, until December
13, 1999.


PACIFIC INTERNATIONAL: Chapter 11 Update
----------------------------------------
Pacific International Enterprises Inc. (OTCBB:PCIE)(OTCBB:PCIEQ)
and its "The France Group" Division in Goldendale, Wash. is a
300,000 unit capacity, state of the art, board sports
manufacturing operation, which includes the in-house brands
Twenty Four Seven Snowboards (www.247snow.com), Wake Tech
Wakeboards, Rift Snowboards and Microski.

24/7 Snowboards racing program is acclaimed worldwide, with
Olympic Gold Medalist, Ross Rebagliati signed to an exclusive
snowboard promotional contract through the 2002 Olympics.

On September 7, as a result of a dispute with KCDK, a Washington
LLC that is also PCIE's landlord, PCIE was forced to file the
Chapter 11 action and was granted a "stay" by the Court to
preserve it's rights to use the land and building for it's
ongoing board manufacturing operation.

The firm of Levene, Neale, Bender & Rankin LLP (LNBR) was
retained by PCIE on October 27. This firm is located in Century
City and can be reached at 310/229-1234. A Motion has been filed
with the Court seeking approval for LNBR to represent PCIE. To
date that Motion has not been opposed by any other party.

On November 16, a hearing was held in Los Angeles Bankruptcy
Court. KCDK filed a motion requesting the venue be changed from
Los Angeles to Yakima, Wash. That motion was denied. PCIE filed a
Motion to extend the time required to assume the lease for the
Goldendale facility and is set for hearing on Nov. 30,
1999.

The ALCO Financial post petition secured lender emergency Motion
was filed with the Court on November 15. To date their has been
no opposition filed with respect to this motion and we are
awaiting a date from the Court to review this matter. The loan
package is valued at $1 million and is slated to be used as
working capital.


PEACHTREE: Shell Energy To Acquire majority of Peachtree Accounts
-----------------------------------------------------------------
Shell Energy announced today that it has reached an agreement
with Peachtree Natural Gas to acquire the majority of its Georgia
customer accounts.  With the acquisition of approximately 172,000
Peachtree accounts, Shell Energy will become the third largest
natural gas marketer in Georgia's newly deregulated natural gas
market.
     
Peachtree filed for bankruptcy protection on Oct. 26, 1999, but
has been allowed to continue operations while negotiating the
sale of its accounts. Shell's purchase agreement has the approval
of Bankruptcy Court Judge Robert Brizendine.

Shell Energy is a subsidiary of Houston-based Shell Oil Company
and is one of several marketers certified by the Georgia Public
Service Commission to sell natural gas in Georgia.


PICO MACOM: Seeks Bankruptcy Protection  
---------------------------------------
Pico Macom Inc., a wholly owned subsidiary of Pico Products Inc.,
announced that it has filed for chapter 11 protection in the
Central District of California, according to a newswire report.
The Lakeview Terrace, Calif.-based company expects to have
sufficient liquidity through the chapter 11 case to enable it to
pay post-bankruptcy obligations in the ordinary course and to
emerge from chapter 11 next year. The company lists assets of
$11.5 million and liabilities of $13.7 million. Pico Macom said
the filing was needed because of its lenders' unwillingness to
provide additional capital, to meet growing customer demands,
outside of bankruptcy. Pico Macom manufactures and distributes
broadband electronic systems and components and provides
solutions for the cable TV and telecommunications industry.
(ABI 19-Nov-99)


SALANT: Announces Third Quarter and First Nine Months Results
--------------------------------------------------------------
Salant Corporation (OTC Bulletin Board: SLNT.OB) has announced
financial results for the third quarter and nine months ended
October 2, 1999.  The positive report is the first for the
Company since its emergence from Chapter 11 reorganization
earlier this year.

Perry Ellis products experienced an increase of $3.8 million in
net sales for the third quarter of 1999 as compared to the same
quarter for 1998.  The Company's total net sales for the third
quarter were $57.3 million, compared to $80.3 million for the
comparable quarter in 1998.  This decrease resulted primarily
from a reduction of $26.8 million in net sales for the
discontinued non-Perry Ellis businesses which were being closed
or sold.

Income from continuing operations before interest, income taxes
and extraordinary gain was $2.2 million, compared to income of
$4.8 million for the third quarter of 1998.  The decrease of $2.6
million was primarily due to the decrease in sales and the loss
of margin on the closeout and disposal of non-Perry Ellis
inventories.  Net income for the third quarter of 1999 was $2.4
million, or $0.24 per diluted share on a pro forma basis,
compared to net income of $2.1 million or $0.21 per diluted share
on a pro forma basis for the same period in 1998, which included
$0.09 per diluted share from discontinued operations.

Sales of Perry Ellis products for the nine months showed an
increase of $ 11.2 million in net sales over the same period of
the prior year.  The Company's total net sales for the first nine
months of 1999 were $197.7 million, compared to $226.7 million
for the first nine months of 1998, a 12.9% decline.  This
decrease resulted primarily from the sale of discontinued non-
Perry Ellis businesses.

In the first nine months of 1998, income from continuing
operations before interest, taxes, extraordinary gain and a
restructuring cost provision was $8.8 million compared to income
for the same period in 1999 of $.7 million. The decrease of $8.1
million is primarily due to lower sales and the loss of margin
on inventory from the businesses which are no longer part of the
ongoing Company.  For the first nine months of 1999, the Company
earned net income of $ 18.7 million, which amount included an
extraordinary gain of $24.7 million related to the conversion of
certain senior notes and related unpaid interest into equity
pursuant to the Company's reorganization, or $1.87 per diluted
share on a pro forma basis, as compared to a loss of $4.8 million
or $0.48 per diluted share for the first nine months of 1998.

Michael J. Setola, Chairman of the Board and Chief Executive
Officer, commented, "The actions taken in the first half of 1999
to reorganize Salant around the Perry Ellis menswear business
through the closing or selling of non-productive assets is
showing the positive results we anticipated.  Good overall
performance in our go-forward business, combined with a healthy
balance sheet will now allow the Company to focus on future
opportunities to grow Salant, and we will aggressively seek such
growth."

The Company has recently filed its form 10-Q for the quarterly
period ending October 2, 1999 in which it describes its recent
financial restructuring and other financial commitments and
arrangements.

Salant Corporation markets and distributes Perry Ellis menswear
in the sportswear, accessories, pants and dress shirt categories.  
Its products are sold in major department and specialty stores.  
The Company employs more than 500 people in the United States and
overseas.


STARTER: Stipulation and Order Extending Exclusivity
----------------------------------------------------
A hearing to consider the debtor's motion to extend exclusivity
is extended to November 19, 1999. The exclusive filing period is
extended to November 30, 1999 and the debtor's exclusive
solicitation period is extended to and including the later of
January 31, 2000 or sixty days from the conclusion of the
scheduled hearing.


STUART ENTERTAINMENT: Order Approves Key Executive Benefits
-----------------------------------------------------------
By order dated November 8, 1999, the US Bankruptcy Court for the
District o f Delaware entered an order authorizing the debtor to
enter into Employment agreements with five key executives.  The
agreements provide for compensation, put rights, and compensation
upon termination, among other things.


SUN HEALTHCARE: Motion To Sell 21 Sunbridge Facilities
------------------------------------------------------
Sun Healthcare engaged Banc of America Securities LLC, in April
1999, to assist in the marketing and sale of 21 cash-draining
assisted living facilities owned through SunBridge, Inc.:

(A) SunPointe Senior Living in Decatur, Alabama
(B) SunPointe Senior Living in Hanceville, Alabama
(C) SunPointe Senior Living in Pensacola, Florida
(D) SunPointe Senior Living in Sun City, Arizona
(E) Westwood in Fort Walton Beach, Florida
(F) SunPointe  Senior Living-Hamlet in Chagrin Falls, Ohio
(G) SunBridge Assisted Living-San Jose in San Jose, California
(H) SunPointe of Bellevue in Bellevue, Washington
(I) SunPointe Senior Living in Dade City, Florida
(J) SunPointe Senior Living in Sebring, Florida
(K) SunPointe Senior Living in Deblin, Georgia
(L) SunPointe of Destin in Destin, Florida
(M) SunPointe Senior Living in Jacksonville, Florida
(N) SunBridge Atrium Health Center in Jacksonville, Florida
(O) SunPointe Senior Living in Lakeland, Florida
(P) SunPointe Senior Living in Cordele, Georgia
(Q) SunPointe Senior Living in Rome, Georgia
(R) SunPointe Senior Living in Hendersonville, Tennessee
(S) SunPointe Senior Living in Jackson, Tennessee
(T) SunPointe Senior Living in Titusville, Florida
(U) SunPointe Senior Living in Douglas, Georgia

The Debtors disclose that, for the six-month period ending
December 31, 1998, these 21 Facilities had negative EBIT of $3
million.  

BAS marketed the 21 Facilities using a 150-page confidential
descriptive sales memorandum to over 100 potential buyers, 68 of
which entered into confidentiality agreements with Sun.  Twelve
potential buyers indicated interest by April 29, 1999, and six
submitted bids by July 21, 1999.  BAS negotiated with the six
bidders, and those efforts culminated in an agreement with
American Senior Living Limited Partnership for the sale of
all tangible assets related to the 21 Facilities for $86,660,000,
subject to adjustments, including ASLLP's assumption of
approximately $83,000,000 of liabilities, pursuant to the terms
of an October 11, 1999, Purchase and Sale Agreement.  Net of all
adjustments and closing costs, the Debtors estimate the ASLLP
deal bring $6,600,000 in cash into their estates at Closing.

By this Motion, the Debtors ask Judge Walrath for permission,
pursuant to 11 U.S.C. Sec. 365, to assume the Purchase and Sale
Agreement with ASLLP.

To be certain that the Debtors are obtaining the highest and best
price for the SunBridge Assets, ASLLP agrees to subject the
assumed Purchase and Sale Agreement to a competitive bidding
process.  Competing bids must be delivered to BAS and Weil,
Gotshal & Manges no later than December 29, 1999.  A $2,000,000
overbid is required, as ASLLP's Purchase Agreement calls for a
$1,250,000 break-up fee.  The Debtors intend to conduct an
auction on January 4, 2000, at Richards, Layton & Finger's
offices in Wilmington, with $250,000 bid increments.  The Debtors
will bring a further motion before the Court in January seeking
authority to assume and assign all contracts and leases related
to the 24 facilities to the winning bidder.  (Sun Healthcare
Bankruptcy News Issue 5; Bankruptcy Creditor's Service Inc.)


TROPICAL BEACHES: $1M Post-Petition Secured Financing
-----------------------------------------------------
Electronic Clearing House Inc. (NASDAQ:ECHO) has completed a $1
million post-petition secured financing arrangement with Tropical
Beaches Inc. dba New Strategies, a bankcard processing merchant
located in Phoenix, who filed for Chapter 11 protection on June
29, 1999.

According to the terms of the loan agreement, New Strategies will
begin repayment in December and will retire the loan in full on
or before February 2000 together with interest at the rate of
eighteen percent (18%) per annum. The loan is secured by all the
assets of New Strategies and also has super-priority
administrative claim status with respect to any unpaid
administrative claims in the Chapter 11 case.

New Strategies has been a merchant with ECHO for over nine years
and is the producer of the Don Lapre Making Money infomercial.
Over the past five years, New Strategies' sales revenues have
averaged between $40 and $60 million a year. The primary products
offered by New Strategies have been the Making Money Information
package, various Internet-based services and 900 number
sponsorship. New Strategies employs approximately 200 people with
120 serving in sales-related positions. As part of the
consideration for the loan, ECHO also was granted a first right
of refusal to purchase New Strategies and is working
with the company, its professionals and representatives of the
Official Unsecured Creditors' Committee on formulating a plan of
reorganization.

"Over the past nine years, we have seen New Strategies grow as
both a sales and marketing company and as an Internet-services
provider. This loan allows New Strategies the opportunity to
confidently build its sales momentum again and hopefully emerge
from bankruptcy early in 2000," stated Joel M. Barry, CEO of
ECHO. "ECHO is seriously evaluating the capabilities of New
Strategies in terms of its core competencies in infomercial
presentation, telemarketing services and Internet services to
determine if ECHO would benefit from acquiring New Strategies as
well."

Electronic Clearing House Inc. provides credit card processing,
check guarantee, check verification, check conversion, inventory
tracking services and various Internet services to over 19,000
retail merchants and U-Haul dealers across the nation. ECHO also
designs, develops and manufactures software and point-of-sale
hardware that is utilized as credit card processing terminals,
automated money order dispensers, inventory tracking devices, and
casino cash advance systems.

   
UNITED COMPANIES FINANCIAL: Taps E&Y Restructuring LLC
------------------------------------------------------
The debtors, United Companies Financial Corporation, et al. seek
authority to employ E&Y Restructuring LLC as financial advisors.

E&Y Restructuring is a wholly-owned subsidiary of Ernst & Young.
In order to skirt objections from all sides regarding the
employment of Ernst & Young, the parties agreed to the formation
of E&Y Restructuring LLC just to accommodate this case.  After
considerable negotiation and
determination, the parties seek court approval of the retention
of the firm.

The services that the firm will provide include:

Providing ongoing assistance to the debtors in preparing three-
year operating projections for the purpose of developing a plan
of reorganization;

Assisting the debtors in the marketing and selection process for
a subservicer;

Providing ongoing taxation advice to the debtors relating to the
reorganization of the debtors;

Providing ongoing assistance to the debtors in preparing a
liquidation analysis;
and

Providing ongoing advice on securitized and whole loan values.

The fees of the firm will be based on hourly rates ranging from:
$480-$440 for managing directors and principals
$395-$450 for directors
$295-$320 for Vice Presidents
$245-$260 for associates
$185-$205 for analysts
$105 for CSA's.


VENCOR: Seeks To Assume And Assign Purchase Agreements
------------------------------------------------------
In 1995, Vencor entered into a Purchase Agreement with The Cessna
Aircraft Company, contracting to purchase a Citation Excel Model
560-XL aircraft.  The airplane is current under construction,
scheduled for delivery in March 2000, with $7,200,550 due at
delivery.  

The Debtors determined in April 1999, that they don't want the
airplane.  Shortly thereafter, the Debtors entered into an
agreement with 100SC Partners Limited Partnership providing that,
upon delivery of the airplane to Vencor, Vencor will immediately
sell the airplane to 100SC and receive $471,025 from 100SC.  The
Debtors relate that 100SC has already paid nearly $1,000,000 in
progress payments to Cessna the 1995 Purchase Agreement.  

By this Motion, the Debtors seek authority to assume each of the
purchase agreements without further delay and assign their
interests in the 1995 Purchase Agreement with Cessna to 100SC in
exchange for a $471,025 immediate cash payment.


WORLDPORT: Judge Dismisses Involuntary Petition
-----------------------------------------------
A bankruptcy judge in Atlanta has dismissed the involuntary
bankruptcy petition filed against WorldPort Communications Inc.
by four former company employees, according to a newswire
report. The judge determined that dismissal of the petition was
in the best interests of the company and its creditors and will
facilitate the closing of the EnerTel transaction announced by
WorldPort on Nov. 11. The completion of this transaction is
expected to generate sufficient proceeds to pay all the creditors
in full, as the company previously stated. WorldPort provides
international telecommunications and Internet services.
(ABI 19-Nov-99)


ZENITH ELECTRONICS: Requests Extension To Assume or Reject Leases
-----------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on November 5, 1999 extending the debtor's time to elect to
assume, assume and assign or reject its unexpired non-residential
leases.  The time is extended through and including the earlier
of either the Effective Date or January 13, 2000.


BOND PRICING FOR WEEK OF NOVEMBER 25
====================================
DLS Capital Partners, Inc., bond pricing for week of November 15,

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                     15 - 17 (f)
Amer Pad & Paper 13 '05                   12 - 14 (f)
Asia Pulp & Paper 11 3/4 '05              78 - 79
E & S Holdings 10 3/8 '06                 32 - 35
Fruit of the Loom 8 7/8 '06               18 - 20
Geneva Steel 11 1/8 '01                   14 - 16 (f)
Globalstar 11 1/4 '04                     63 - 65
Hechinger 9.45 '12                        11 - 13
Integrated Health 9 1/2 '07                7 - 10 (f)
Iridium 14 '05                             7 - 8 (f)
Loewen 7.20 '03                           54 - 56 (f)
Pillowtex 10 '06                          32 - 36
Planet Hollywood 12 '05                   28 - 30 (f)
Purina Mills 9 '10                        20 - 24 (f)
Revlon 0 '01                              22 - 24
Rite Aid 6.70 '01                         70 - 72
Sunbeam 0 '18                             16 - 17
TWA 11 3/8 '06                            42 - 44
United Artists 9 3/4 '08                  20 - 24
Vencor 9 7/8 '08                          17 - 20 (f)

                     *********

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
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