TCR_Public/991130.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R
        
       Tuesday, November 30, 1999, Vol. 3, No. 231
                      
                    Headlines

ACCESS AIR: Des Moines-Based Airline Expected to File
AUTO WORKS, INC: Plan Confirmed
BAPTIST FOUNDATION: Creditors To Represent Investors
BREED TECHNOLOGIES: Order Setting Bar Date
BREED TECHNOLOGIES: Extensions of Time To Assume/Reject Leases

BREED TECHNOLOGIES: Court Approves Wasserstein Perella
CCR HOLDINGS CORP: Case Summary
CROWN BOOKS: Effective Date November 11, 1999
DANKA BUSINESS: Agreement Will Create New Class Of Securities
FACTORY CARD OUTLET: Taps Avalon Group, Ltd.

FILENE'S BASEMENT: Continues Appeal of Delisting  
INTERNATIONAL WIRELESS: Disclosure Statement Hearing Scheduled
LENOX HEALTHCARE: Meeting of Creditors
LENOX HEALTHCARE: Seeks To Extend Time To File Schedules
LENOX HEALTHCARE: Taps Arthur Andersen as Restructuring Advisors

LOEHMANN'S: Seeks Approval of Exclusive Fur Sales Contract
NEXTWAVE: Appeals Court Reverses Ruling
NORTH AMERICAN: BioChem To Sell Its Stake In Company To Baxter
NOVACARE: Sells Off Assets, Seeks Restructuring Or Liquidation
PHILIP SERVICES: CCAA Court Approves Plan  

SOUTHERN MINERAL CORP: Debtors-In-Possession Show Net Gain
SPECTRUM INFORMATION: Changes Date Of Annual Meeting
STUART ENTERTAINMENT: Objection To Application To Employ Counsel
SUN HEALTHCARE: Final Order Authorizes Post-Petition Financing
SUN HEALTHCARE: Unofficial Noteholders Committee

WORLDPORT COMMUNICATIONS: Board Authorizes Asset & Share Sales
WSR CORP: Order Authorizes Bonus Program
ZENITH ELECTRONICS: Gannon Leaves, Woods Is New CEO

Meetings, Conferences and Seminars

                  *********

ACCESS AIR: Des Moines-Based Airline Expected to File
-----------------------------------------------------
Access Air, Des Moines, Iowa, is expected to file for bankruptcy,
possibly this week, according to a newswire report. The airline
said it is currently running on emergency funds, and that to stay
in business, it will need new investors with at least $3 to $4
million. Access Air is continuing to fly while seeking a solution
to its financial problems. (ABI 29-Nov-99)


AUTO WORKS, INC: Plan Confirmed
-------------------------------
The US Bankruptcy Court for the Western District of New York
entered an order on November 18, 1999 confirming the joint plan
of reorganization under Chapter 11 of the Bankruptcy Code of Auto
Works, Inc. a/k/a Autoworks, Inc.


BAPTIST FOUNDATION: Creditors To Represent Investors
----------------------------------------------------
The Arizona Republic reports on November 24, 1999,
A 15-member committee of the Baptist Foundation of Arizona's
largest creditors was named Tuesday to represent the
organization's 13,000 investors.
  
The committee, selected by the U.S. Trustee's Office, will have
legal standing in the foundation's $ 640 million bankruptcy case.
  
It includes 12 members from Arizona, two from California and one
from Oklahoma. Two are churches and one is a family trust.
  
They were selected by the size of their investments, their
willingness to serve and their lack of affiliation with the
foundation.
  
The foundation, which has been accused of securities fraud and is
under investigation by Arizona officials, filed for Chapter 11
bankruptcy protection Nov. 9.
  
Foundation officials listed total liabilities of $ 640 million in
the filing, of which $ 590 million is owed to the 13,000
investors. Its assets are estimated at $160 million to $ 200
million.
  
A restructuring plan filed by the foundation would give investors
two options: They could choose to "cash out" and receive
20percent of their original investment, or they could invest
their money in a new publicly held company that would be formed
to hold and manage the foundation's assets.
  
That plan still needs the approval of the U.S. Bankruptcy Court.
  
The creditor committee is separate from an ad hoc investor
committee formed by the foundation in August to help create the
restructuring plan. That committee has no official or legal
status in the bankruptcy case.
  
However, five members of that foundation investor committee,
including Chairman William Crews, also were named to the official
creditor committee.
  
Darrel Srader of Sonoita, the foundation's largest individual
creditor and a member of the new committee, said he was skeptical
of that arrangement, but would withhold judgment.
  
"My preference would have been a committee that wasn't peppered
with members from the foundation committee," said Srader, who has
more than $ 4 million invested in the Baptist Foundation. "But I
do know that William Crews has an awesome reputation. He's a man
of integrity. And what I do know about the others is only good.
So I'm not going to have heartburn yet."
  
Crews, president of the Golden Gate Baptist Theological Seminary
in Mill Valley, Calif., was unavailable for comment Tuesday.
  
The Baptist Foundation is a non-profit organization that invested
in real estate projects, land, golf courses, businesses and a
convention center. Investors were promised that any profits,
after interest payments and expenses were covered, would be used
to help build Southern Baptist churches and to fund other
benevolent causes.
  
In August, when it became apparent that the foundation's
investments were losing money, the Arizona Corporation Commission
halted sales of new securities. The foundation then cut off
investors' access to their accounts.
  
For the first time since the bankruptcy filing, all of the
foundation's investors will have the opportunity to meet with
foundation officials at 10 a.m. on Dec. 21 in Phoenix. Originally
scheduled at U.S. Bankruptcy Court, the meeting has been moved to
the ballroom of the Hyatt Regency Phoenix, 122 N. Second St., to
accommodate a large number of investors.


BREED TECHNOLOGIES: Order Setting Bar Date
------------------------------------------
In the case of BREED Technologies, Inc., the US Bankruptcy Court
for the District of Delaware entered an order on November 15,
1999 setting March 18, 1999 as the General Bar Date.


BREED TECHNOLOGIES: Extensions of Time To Assume/Reject Leases
--------------------------------------------------------------
By order of the US Bankruptcy Court for the District of Delaware
entered on November 15, 1999, the deadline for the debtor, BREED
Technololgies, Inc. to assume or reject all of their leases of
unexpired nonresidential real property is extended through
February 18, 2000.


BREED TECHNOLOGIES: Court Approves Wasserstein Perella
------------------------------------------------------
By order of the US Bankruptcy Court, District of Delaware,
entered on November 15, 1999, the debtors, BREED Technologies,
Inc., et al. are authorized to retain and employ Wasserstein
Perella & Co., Inc. as financial advisors nunc pro tunc to
September 20, 1999.


CCR HOLDINGS CORP: Case Summary
-------------------------------
Debtor:
CCR Holdings Corp. f/k/a Mill Equipment & Engineering Corp.
c/o Wade Capital Corporation
6 Harrison Street, 6th Floor
New York, NY 10013

Case: Chapter 11
Court: Southern District of New York
Case Filed: November 23, 1999
Case No. 99B46334
Debtor's Attorney:

Ira L. Herman, Esq.
Parker, Duryee, Rosoff & Haft, PC
529 Fifth Avenue, 8th Floor
New York, NY 10017
(212) 699-0500

Total Assets: $9,387,643
Total Liabilities: $10,204,727

Type of business: The debtor's primary business is the design,
manufacture and installation of cold and tempter mill equipment,
along with spare parts for existing mill facilities.  Through a
wholly owned subsidiary, the debtor owns a cold rolling steel
mill.

20 Largest Unsecured Creditors:

Creditor             Type of Claim           Amount
--------             -------------           ------
ABS Machining           Trade Debt            99,725
Andrew Melzer           Trade Debt            70,000
Barberton Steel         Trade Debt            51,613
CDI-Meco                Trade Debt           537,611
Curtis Shenker          Loan                 406,833
F-Square Machine        Trade Debt            60,994
Hub City Transportation Trade Debt            83,441
Hycoa                   Trade Debt           144,307
Ipsco Inc.              Trade Debt           500,000
Jeffry E. Schwarz       Loan                 222,917
Koichi Sunagawa         Loan               3,345,000
Kramer, Levin, Naftalis, Frank Trade Debt    220,174
Meany Electric-Meco-Strilich   Trade Debt    473,931
Neco Hammon                    Trade Debt     73,188
Ryerson Steel                  Trade Debt     54,253
Selig Partners                 Loan          284,939
Strilich Industries            Trade Debt    335,491
Superior Forge                 Trade Debt    381,530
Timkins                        Trade Debt    223,650
TopTek                         Trade Debt     52,120

CROWN BOOKS: Effective Date November 11, 1999
---------------------------------------------
On October 7, 1999, an order confirming the debtors' First
Amended Joint Plan of Reorganization was entered by the US
Bankruptcy Court, District of Delaware.  The Effective Date as
defined in the plan occurred on November 11, 1999.


DANKA BUSINESS: Agreement Will Create New Class Of Securities
-------------------------------------------------------------
Stockholders are invited to attend an Extraordinary General
Meeting of Danka's Business Systems PLC to be held December 17,
1999 at 9:00 a.m., London time, at Royal Garden Hotel, 2-24
Kensington High Street, London W8 4PT.

Stockholders will be asked to approve two special resolutions and
two ordinary resolutions to adopt new articles of association to,
among other things, increase Danka's authorized share capital and
create a new class of participating shares. In addition, the
resolutions provide that the preemptive rights that would
otherwise apply upon the allotment of the participating shares
will be eliminated.

On November 3, 1999 Danka's Board of Directors announced that
Danka had entered into a Subscription Agreement with Cypress
Merchant Banking Partners II L.P., Cypress Merchant Banking II
C.V. and 55th Street Partners II L.P. for the issuance to those
investors of a new class of senior convertible participating
shares of Danka. The new participating shares will carry voting
rights and will be convertible into ordinary shares of
Danka. In addition, the participating shares will have a
preference as to dividends and upon liquidation over the ordinary
shares of Danka. Under the terms of the Subscription Agreement,
the investors will pay $200 million to purchase 200,000
participating shares, at a price of $1,000 per share. The net
proceeds to Danka from the sale of the participating shares to
the investors are estimated to be approximately $190 million
after deducting estimated transaction commissions, fees and
expenses of $10 million. Under the terms of the Subscription
Agreement, the company plans to expand the Board of Directors
from nine to eleven members.

Upon the closing of the transactions contemplated by the
Subscription Agreement, the investors will be invited to appoint
two representatives to fill the vacancies created by the
expansion of the Board of Directors. The investor funds are
managed by affiliates of The Cypress Group LLC.

The closing of the transactions contemplated by the Subscription
Agreement is subject to various conditions, including approval of
the resolutions, as presented, by shareholders.


FACTORY CARD OUTLET: Taps Avalon Group, Ltd.
--------------------------------------------
The debtors seek court authorization to hire the Avalon Group
Ltd., and its affiliate, Avalon Securities, Ltd. as financial
advisors for the limited purpose of assisting the debtors in
obtaining a private financing or several private financings,
which is intended to be a private placement financing for the
debtors or a newly formed entity that includes the operating
assets of the debtors.

The services to be provided by Avalon include:

Assisting the debtors with the preparation of financial
information packages for distribution to potential long-term
investors;

Introducing the debtors to investors who are potentially
interested in participating in the Transaction and assisting the
debtors in providing appropriate information to such potential
investors;

Assisting the debtors in evaluating investment proposals which
they may receive with respect to the Transaction;

Advising the debtors regarding structuring, negotiating and
closing of the Transaction.

If the debtors consummate a Transaction during Avalon's
engagement, they will pay a cash fee equal to 3 1/2% of the
aggregate amount of any subordinated debt financing and 5 3/4% of
the aggregate amount of the fair market value of any other form
of investment, sale of equity or financing support for the
debtors or funds received by any existing shareholders solely in
connection with the Transaction.  In addition a bonus of $100,000
is provided upon consummation of a term sheet approved by the
Board and such new investors by December 20, 1999.


FILENE'S BASEMENT: Continues Appeal of Delisting  
------------------------------------------------
Filene's Basement Corp., Wellesley, Mass., said Friday that it
will continue to appeal Nasdaq's decision to delist its
securities, according to a newswire report. Last week the
company, which is operating in chapter 11, learned that its
initial appeal was denied, so it is moving to the second stage of
the appeal process. Filene's Basement sells brand-name apparel at
a discount; it will keep 22 stores open in New York, Chicago and
Massachusetts. (ABI 29-Nov-99)


INTERNATIONAL WIRELESS: Disclosure Statement Hearing Scheduled
--------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order setting December 3, 1999 at 12:00 noon as the date for a
hearing to consider approval of the Disclosure statement for the
Third Amended Joint Chapter 11 Plan of Reorganization, of
International Wireless Communications Holdings, Inc., and its
debtor affiliates.


LENOX HEALTHCARE: Meeting of Creditors
--------------------------------------
The meeting of creditors in the case of Lenox Healthcare, Inc.,
et al. will be  held on December 20, 1999 at 12:00 Noon, 844 King
Street, Room 2313, Wilmington, Delaware.

Attorneys for the debtor are Michael L. Cook, Kayalyn A.
Marafioti and Mark S. Chehi, Skadden, Arps, Slate, Meagher & Flom
LLP.


LENOX HEALTHCARE: Seeks To Extend Time To File Schedules
--------------------------------------------------------
The debtors, Lenox Healthcare, Inc., et al., seek an order
further extending, through December 28, 1999, the time by which
the debtors are required to file with the court a schedule of
assets and liabilities and a statement of financial affairs.  Due
to the size and complexity of the case, the debtors have not yet
gathered all necessary information to prepare and file their
respective Schedules and Statement.  In addition, the Official
Committee of Unsecured Creditors was recently appointed, and now
the debtors feel it appropriate to ask for the extension through
December 28, 1999, as the US Trustee had objected to the length
of the extension without appointment of a committee.


LENOX HEALTHCARE: Taps Arthur Andersen as Restructuring Advisors
-----------------------------------------------------------------
The debtors, Lenox Healthcare, Inc., et al., seek court authority
to hire Arthur Andersen LLP as restructuring advisors to the
debtors.

The services that the debtors propose Andersen will render
include:

Review of cash or other projections and submissions to this court
of reports and statements of receipts, disbursements and
indebtedness;

Review of the statement of Financial Affairs and Bankruptcy
Schedules prepared by the Debtors;

Review of business plan(s) prepared by the debtors, including
analysis of assets to be sold and leases to be rejected;

Assisting with the development of the plan or plans of
reorganization;

Assisting in the negotiations with lending institutions,
unsecured creditors and potential investors;

Review of the debtors' liquidation analysis;

Providing expert testimony as required;

Working with accountants and other financial consultants for
committees and other creditor groups;

Assisting with such other financial matters as management or
counsel to the debtors and Andersen may agree to from time-to-
time.

The Engagement Letter between the parties provides for payment of
interim fees in the form of $50,000 monthly retainers payable on
the first business day of each month.


LOEHMANN'S: Seeks Approval of Exclusive Fur Sales Contract
----------------------------------------------------------
Loehmann's Inc. is seeking court approval to enter into an
exclusive supply agreement with Furs by Leonard Gorski Inc. Under
a Nov. 16 agreement that closely resembles a consignment
agreement.  The company would advertise, promote and sell the
furs at a price set by Gorski, less certain adjustments and
discounts. (The Daily Bankruptcy Review and ABI November 29,
1999)


NEXTWAVE: Appeals Court Reverses Ruling
---------------------------------------
A U.S. Appeals Court for the Second Circuit reversed a bankruptcy
court ruling last Wednesday that may clear the way for wireless
carrier Nextel Communications Inc. to acquire valuable so-called
"C-block" licenses from NextWave Telecom Inc., which is operating
under chapter 11 protection, according to a newswire report. In a
one-sentence ruling, the court said it would return the case to
the bankruptcy court presiding over NextWave's chapter 11.
NextWave, based in Hawthorne, N.Y., bid $4.7 million for the
licenses in a Federal Communications Commission (FCC) 1997
auction; the company filed chapter 11 in 1998 after it had paid
only $474 million of what it owed to the government. The court is
expected to issue a lengthier opinion on the decision. The FCC
had challenged the bankruptcy court ruling that favored NextWave
after Nextel of Reston, Va., said it would pay $2 billion for the
licenses. (ABI 29-Nov-99)


NORTH AMERICAN: BioChem To Sell Its Stake In Company To Baxter
--------------------------------------------------------------
Out of Laval, Quebec, Canada, comes word that BioChem Pharma Inc.
has entered into an agreement with Baxter International Inc to
vote in favor of the acquisition by Baxter of all of the
outstanding shares of North American Vaccine, Inc.  BioChem
Pharma Inc., holding an aggregate of 14,326,418 shares of common
stock of North American Vaccine, Inc. beneficially owns 40% of
the outstanding shares of that company.

Under the terms of the agreement, Baxter has agreed to exchange
each share of North American Vaccine's common stock for an amount
of Baxter common stock and cash having a value of US$7 per share,
based on an average market price of Baxter's shares for a period
prior to closing.

BioChem Pharma is an international biopharmaceutical company
dedicated to the research, development and commercialization of
innovative products for the prevention and treatment of human
diseases with a focus in the anti-infective and anticancer areas.


NOVACARE: Sells Off Assets, Seeks Restructuring Or Liquidation
--------------------------------------------------------------
Recording no revenue for the three months ended September 30,
1999 as well as the corresponding three month period in 1998
Novacare Inc. has reported net losses in the 1999 quarter of
$320,288.  In the 1998 same quarter the net gain was reported as
$5,673.  With losses mounting and operations discontinued on July
1, 1999, NovaCare, Inc. completed the sale of its Orthotic and
Prosthetic business to Hanger Orthopedic Group, Inc.

On September 21, 1999, the stockholders of the company approved
three proposals submitted as part of a Special Meeting of
Stockholders of NovaCare, Inc. The first proposal recommended the
sale of the company's Physical Rehabilitation and Occupational
Health division, the second proposal recommended the sale of the
company's 64% interest in NovaCare Employee Services, Inc. and
the third proposal recommended the adoption of a proposal to
restructure the company. Under the third proposal, if the
company is unable to find suitable acquisition candidates to
reinvest the proceeds from the PROH and NCES sales, after the
payment of its convertible subordinated debentures and other
liabilities, it will liquidate.

On September 8, 1999, the company entered into a definitive
agreement with a subsidiary of Plato Holdings, Inc. to sell its
64% interest in NCES as part of a tender offer by Plato for all
of NCES's outstanding shares at a price of $2.50 per share. The
tender offer and sale were completed on October 19, 1999.

On October 4, 1999, the company announced that it had reached a
definitive agreement with Select Medical Corporation for the sale
of PROH for $200,000. The sale of PROH was completed on November
19, 1999.


PHILIP SERVICES: CCAA Court Approves Plan  
-----------------------------------------
Justice Blair of the Ontario Superior Court of Justice has
sanctioned Philip Services Corp.'s Amended and Restated Plan of
Compromise and Arrangement (the Canadian plan) under Canada's
Companies Creditors' Arrangement Act (CCAA), according to a
newswire report. The implementation of the Canadian plan will
occur shortly after the U.S. plan is confirmed. (The company
filed in both Canada and the United States.) Philip Services is
finalizing the terms of its exit working capital facility, which
is the final step before it will seek confirmation of the U.S.
plan. When the Canadian plan is implemented, Philip will transfer
ownership of its Canadian subsidiaries as a going concern to two
new Canadian companies, Philip Services Inc. and Philip
Analytical Services Inc. (ABI 29-Nov-99)


SOUTHERN MINERAL CORP: Debtors-In-Possession Show Net Gain
----------------------------------------------------------
On October 29, 1999, Southern Mineral Corporation and its wholly-
owned subsidiaries, BEC Energy, Inc., Amerac Energy Corporation,
SMC Ecuador, Inc. and SMC Production Company, filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in order, according to the company, to facilitate the
restructuring of its long-term debt, revolving credit, trade debt
and other obligations.  The filings were made in the U.S.
District Court for the Southern District of Texas, Victoria
Division.  The company and its debtor subsidiaries continue to
operate as debtors-in-possession subject to the Bankruptcy
Court's supervision and orders.

The company reports a net income in the three months ended
September 30, 1999 of $4,910 on net revenues of $13,695.  In the
same quarter of 1998 the company experienced a net loss of $1,992
on net revenues of $6,740.

In the nine months ended September 30, 1999 Southern Mineral had
net income of $4,224 on net revenues of $30,592 while in the same
nine month period of 1998 the company had a net loss $4,824 on
net revenues of $15,514.


SPECTRUM INFORMATION: Changes Date Of Annual Meeting
----------------------------------------------------
Spectrum Information Technologies I formerly announced the date
of December 9, 1999 for the annual meeting of its stockholders.  
The company has filed an amendment to its former announcement
indicating a change in meeting date to December 14, 1999.  All
other information contained in the former announcement has been
retained in the amended version.


STUART ENTERTAINMENT: Objection To Application To Employ Counsel
----------------------------------------------------------------
Stuart Entertainment, Inc., debtor, objects to the Official
Unsecured Creditors' Committee's application to employ counsel.  
The debtor argues that it is late in the case, for the committee,
essentially comprised of two creditors to seek counsel.  The
debtor claims that the Committee has continued an all-out assault
in this case by objecting to virtually every motion and
application the debtor filed.   The Indenture Trustee's fees are
an obligation of the estate already, and the solicitation of the
debtor's plan has commenced. The debtor believes that the two
active members of the Committee do not agree between themselves
on their strategy in this case, and the debtor does not believe
that the Committee should be allowed counsel at this point
leaving the estate susceptible to a substantial expense with no
corresponding benefit.


SUN HEALTHCARE: Final Order Authorizes Post-Petition Financing
--------------------------------------------------------------
By order entered on November 12, 1999, the US Bankruptcy Court
for the District of Delaware entered an order authorizing the
debtors, Sun Healthcare Group, Inc., et al. to obtain post-
petition financing under a commitment of up to $200 million under
an agreement among The CIT Group/Business Credit, Inc., Heller
Healthcare Finance, Inc., CITBC as lender's agent and HHF, as
collateral agent.


SUN HEALTHCARE: Unofficial Noteholders Committee
------------------------------------------------
Lawrence A. First, Esq., of New York-based Fried, Frank, Harris,
Shriver & Jacobson, in accordance with Rule 2019 of the Federal
Rules of Bankruptcy Procedure, discloses its representation of an
unofficial committee of holders of the 9-1/2% Senior Subordinated
Notes Due 2007 and the 9-3/8% Senior Subordinated Notes Due 2008
of Sun Healthcare Group, Inc.

As of October 21, 1999, the members of the Unofficial Committee
hold, in the aggregate, $266,885,000 of the $400,000,000
principal amount of the Notes currently outstanding (i.e.,
approximately 67% of the outstanding Notes).

Prior to the commencement of the Chapter 11 Cases, Fried Frank,
together with Chanin Kirkland Messina, LLC, financial advisor to
the Unofficial Committee, engaged in negotiations, on behalf of
the Unofficial Committee, with Sun Healthcare and a steering
committee of Sun Healthcare's bank lenders (the "Bank Steering
Committee") concerning a restructuring of Sun Healthcare.  These
negotiations took place over the past several months and
involved extensive discussions among Sun Healthcare, certain
members of the Unofficial Committee, the Bank Steering Committee
and each of their respective legal and financial advisors.  As
the Debtors advised the Court on the first day of the Chapter 11
Cases, as a result of these negotiations, Sun Healthcare, certain
members of the Unofficial Committee and the Bank Steering
Committee have reached an agreement in principle (subject to
definitive documentation and other conditions) on the terms of
a comprehensive restructuring of Sun Healthcare that would form
the basis of a chapter 11 plan.

Pursuant to a letter, dated as of June 29, 1999 (the "Letter
Agreement"), Fried Frank was engaged by the Unofficial Committee
as its counsel to render advice in connection with the
restructuring of Sun Healthcare's outstanding indebtedness.  The
Letter Agreement provides that Fried Frank will neither act for
nor represent, and will in no way be deemed to be attorneys for,
any holders of the Notes, other than the members of the
Unofficial Committee.  Pursuant to the Letter Agreement, Sun
Healthcare and the Unofficial Committee agreed, among other
things, that Sun Healthcare would reimburse the members of the
Unofficial Committee for their respective pro rata share of all
professional and ancillary services incurred by the Unofficial
Committee.  Prior to the commencement of the Chapter 11 Cases,
Sun Healthcare satisfied its reimbursement obligations to
the members of the Unofficial Committee by paying in full all
amounts due to Fried Frank by the members of the Unofficial
Committee for professional and ancillary services rendered to the
Unofficial Committee through the date of the commencement of the
Chapter 11 Cases.  In addition, prior to the commencement of the
Chapter 11 Cases, in connection with the services to be rendered
by Fried Frank to the Unofficial Committee in the Chapter 11
Cases, Sun Healthcare paid to Fried Frank, on behalf of the
members of the Unofficial Committee, additional funds which Fried
Frank continues to hold.

Mr. First assures the Court and parties-in-interest that Fried
Frank does not presently own, nor has it previously owned, any
claims or interests against Sun Healthcare.  If the Court or any
party-in-interest in the Chapter 11 Cases requests any additional
information concerning Fried Frank's representation of the
Unofficial Committee or the claims held by the members of the
Unofficial Committee, Mr. First says that Fried Frank
will coordinate any such requests with the members of the
Unofficial Committee and their individual counsel. (Sun
Healthcare Bankruptcy News Issue 6; Bankruptcy Creditor's Service
Inc.)


WORLDPORT COMMUNICATIONS: Board Authorizes Asset & Share Sales
--------------------------------------------------------------
WorldPort Communications Inc.'s Board of Directors and persons
owning or otherwise having the authority to vote a majority of
the outstanding voting securities of WorldPort have approved the
following transactions, with Energis plc, a company organized
under the laws of England and Wales:
  
- the sale by WorldPort International, Inc., a Delaware
corporation and a wholly-owned subsidiary of WorldPort, of 85% of
the issued and outstanding securities of its subsidiary,
WorldPort Communications Europe Holding B.V., a corporation
organized under the laws of the Netherlands, representing 100% of
the securities of WorldPort Communications Europe Holding                                                       
held by the Vendor, to Energis, pursuant to a Purchase
and Sales Agreement

- the sale by WorldPort of all of the issued and                   
outstanding securities of its subsidiary, WorldPort
Communications Limited, a corporation organized under
the laws of England and Wales, to Energis, pursuant to
a Share Agreement

- the sale by WorldPort of all of its interests in two
DMS GSP International Gateway Switches located in
London and New York to subsidiaries of Energis,
pursuant to Switch Agreements

As a result of the sale, WorldPort will receive approximately
$463.2 million in cash from Energis, including the repayment of
$124.8 million of intercompany balances, and Energis will assume
approximately $29.9 million of liabilities of WorldPort.

Pursuant to the sale, WorldPort will assign to Energis the Global
Crossing contracts, including three cross-atlantic STM-1 IRUs
with a net present value of liabilities of $15.8 million and
contractual purchase commitments in respect of future capacity in
the aggregate amount of $42.7 million as of September 30, 1999.

Concurrently with the sale, the minority shareholder of WorldPort
Communications Europe Holding will sell its 15% interest in WCEH
to Energis for $64.6 million in cash and Energis will repay a
minority shareholder loan and accrued interest in the aggregate
amount of $12.2 million as of September 30, 1999.

No other votes, other than those of the Board of Directors noted
above, are required or necessary.

Energis is a communications company providing a wide range of
communications services including basic telephony and advanced
voice, data and internet services in Europe. Energis's principal
executive offices are located in London.

The sale is conditioned upon, among other things, the expiration
of the 20-day period following the mailing of the information
statement to the WorldPort stockholders as required by the
Exchange Act.

Energis has entered into a separate agreement with the other
stockholder of WorldPort Communications Europe Holding  to
purchase the remaining 15% of outstanding WCEH securities
simultaneously with the sale.

If the conditions are met and the sale and the minority sale are
consummated, Energis will own 100% of the outstanding shares of
WCEH, 100% of WCL and all of WorldPort's interest in certain
switches and contracts. If the sale is consummated, WorldPort
will use a portion of the proceeds of the sale to repay the
outstanding principal and interest payable with respect to its
Interim Loan facility, which matured November 18, 1999 but
remains outstanding and which was incurred by WorldPort in June
1998 to finance the acquisition of EnerTel N.V., a wholly-owned
subsidiary of WCEH ("EnerTel"), including a $600,000
amendment fee due on the maturity date. WorldPort is currently
negotiating with the lenders to extend the maturity date of the
Interim Loan. WorldPort will consider a new strategic focus
following the sale utilizing the $200 to $215 million of net
proceeds remaining following payment of WorldPort's
outstanding indebtedness, including the Interim Loan, accounts
payable, taxes and transaction costs.

For details on the sale and background information on the
company's action access http://www.sec.gov/cgi-bin/srch-
edgar?0000950144-99-013554 on the Internet, free of charge.


WSR CORP: Order Authorizes Bonus Program
----------------------------------------
By order entered on November 16, 1999, the US Bankruptcy Court
for the District of Delaware entered an order authorizing the
debtors to implement a reorganization bonus program and amending
the employment contract of Alfred Woods.

The court also provided in its order that no payment may be made
under the Bonus Program unless the value of distributions made to
unsecured creditors under the plan following the sale of
substantially all of the assets is at least $8 million.


ZENITH ELECTRONICS: Gannon Leaves, Woods Is New CEO
---------------------------------------------------
On November 17, 1999, Jeffrey P. Gannon, president and chief
executive officer of Zenith Electronics Corporation, announced
that he had decided to leave the company.

Gannon, 48, joined Zenith in January 1998 as president and CEO
after a 24-year career with the General Electric Company. He led
Zenith through its comprehensive operational and financial
restructuring and was chief architect of Zenith's successful
transformation into a sales, distribution and technology company.

"Now that the restructuring is completed and Zenith is
financially stable, I am ready for new challenges," Gannon said.
"I am proud of what the Zenith team has accomplished over the
past two years, and I think this is the right time for a change
in leadership. I know that Zenith is poised for success in the
digital millennium."

John Koo, vice chairman and CEO of Zenith's parent company, LG
Electronics Inc., thanked Gannon "for his leadership and vision
during one of the most difficult periods in Zenith's 80-year
history."

"Jeff accomplished a tremendous goal in leading Zenith through
its operational transformation and financial restructuring," Koo
said. "It was a long and difficult task, which could not have
been achieved without Jeff's tireless efforts. We wish him all
the best for the future."

Gannon will be succeeded as president and CEO by Ian G. Woods,
who has been a senior LG executive for three years, most recently
senior vice president leading the LGE support team for Zenith
since mid-1998.  Woods brings broad management experience, strong
analytical skills and significant international expertise to
Zenith. Prior to joining the LG Group's Chairman's office as a
vice president in 1997, he was chief financial officer of Matrix
Telecommunications Limited, a public company in Australia,
beginning in 1994, and served on the board of directors of
Matrix's operating companies in Asia and Europe.  Previously, he
worked for five years as a senior executive with the
international management consulting firm McKinsey & Company,
where he assisted clients in a broad range of industries in
Australia, New Zealand, Brazil, Hong Kong and Korea. In fact,
Woods's relationship with LG began in 1991, when he helped
establish McKinsey's Seoul office. Earlier in his career, he was
a partner in an accounting firm.

A native of Australia, Woods earned his Masters of Business  
Administration degree from the Australian School of Management,
University of New South Wales, Sydney, and his Bachelor's degree
in accounting from the Queensland University of Technology,
Brisbane, Queensland, Australia.

"I am enthusiastic about continuing Zenith's turnaround," Woods
said.  "Zenith has a bright future as we reposition this great
American brand name as the leader in digital television and
related technologies in the years ahead. I look forward to
leading Zenith's strong U.S. management team."

Koo offered LGE's full support to Woods, "whose strategic vision
and energy will drive Zenith's brand repositioning and digital
technology leadership in North America."

Founded in 1918, Zenith Electronics Corporation, based in
Glenview, Ill., is a long-time U.S. leader in electronic
entertainment products and leading developer of digital high-
definition television (HDTV) technologies. Zenith became a wholly
owned subsidiary of LGE on Nov. 9. LGE, based in Seoul, Korea, is
a global leader in consumer electronics with operations in 180
countries and annual sales of more than $9 billion.


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

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

December 9-11, 1999
    STETSON COLLEGE OF LAW
       24th Annual Seminal on Bankruptcy Law & Practice
          Sheraton Sand Key Resort
          Clearwater Beach, Florida
             Contact: 1-727-562-7830 or cle@law.stetson.edu

January 10-15, 2000
    LAW EDUCATION INSTITUTE, INC.
       Bankruptcy Law C.L.E. Program
          Marriott Vail Mountain Resort, Vail, Colorago
             Contact: 1-414-228-5810

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

March 23-25, 2000
    SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
       26th Annual Southeastern Bankruptcy Law Institute
          Marriott Marquis Hotel, Atlanta, Georgia
             Contact: 1-770-451-4448

March 30-April 2, 2000
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton Hotel, Las Vegas, Nevada
             Contact: 1-770-535-7722

April 5-8, 2000
    TURNAROUND MANAGEMENT ASSOCIATION
       Spring Meeting
          Pointe Hilton Squaw Peak Resort
          Phoenix, Arizona
             Contact: 1-312-822-9700 or info@turnaround.org
          
May 4-5, 2000
    RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
       Bankruptcy Sales & Acquisitions
          The Renaissance Stanford Court Hotel
          San Francisco, California
             Contact: 1-903-592-5169 or ram@ballistic.com   

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

August 14-15, 2000
    TURNAROUND MANAGEMENT ASSOCIATION
       Advanced Education Workshop
          Loewes Vanderbilt Plaza, Nashville, Tennessee
             Contact: 1-312-822-9700 or info@turnaround.org
          
September 21-22, 2000
    RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
       3rd Annual Conference on Corporate Reorganizations
          The Regal Knickerbocker Hotel, Chicago, Illinois
             Contact: 1-903-592-5169 or ram@ballistic.com   

November 3-7, 2000
    TURNAROUND MANAGEMENT ASSOCIATION
       Annual Conference
          Hyatt Regency, Baltimore, Maryland
             Contact: 1-312-822-9700 or info@turnaround.org
          
The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  





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

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

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