TCR_Public/991215.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Wednesday, December 15, 1999, Vol. 3, No. 241
                     
                     Headlines

ACME STEEL: Will Up Prices of Hot Rolled Carbon and Alloy Steel
ALTA GOLD: Opposition To Rocky Canyon Mining's Relief From Stay
AXIOHM IPB: Case Summary & 20 Largest Unsecured Creditors
AXIOHM TRANSACTION: Case Summary
AZTORE HOLDINGS: Successfully Manages the Chapter 11

BEAMALLOY CORP: Case Summary and 20 Largest Unsecured Creditors
BELL GEOSPACE: Seeks Final Order To Use Cash Collateral
BIG SMITH BRANDS: Taps Professionals
BRS PRODUCTS: Colonial Commercial Subsidiary To Acquire BRS
BRUNO'S: Creditors Vote to Accept Second Amended Plan

EATON'S: Benefits Restored to Employees
FLORIDA COAST: Seeks OK for Distress Termination of Pension Plans
FORMAN PETROLEUM: Order Approves Amended Disclosure Statement
FRANKLIN OPTHALMIC: Announces Liquidation
HARNISCHFEGER: Seeks Approval of Beloit Asset Auction Procedures

HIGH STRENGTH STEEL: Creditors File Involuntary Chapter 7
INTERNATIONAL WIRELESS: Supplemental Disclosure Statement
IRIDIUM: Motorola Leads Effort To Prop Up Iridium
JUST FOR FEET: Taps Thacher Proffitt & Wood as Special Counsel
JUST FOR FEET: Taps The Finley Group as Turnaround Consultants

KIWI: Judge Approves Liquidation
LEVITZ: Seventh Motion To Extend Time To Assume & Reject Leases
OPTEL INC: Interim Financing Order
SIDANKO: Access Industries Claims Lawsuit is Frivolous
SUN HEALTHCARE: First Meeting of Creditors

TULTEX: Reports More Lay-Offs
VENCOR: Trustee Objects To Committee Members' Proxies


                     *********
ACME STEEL: Will Up Prices of Hot Rolled Carbon and Alloy Steel
---------------------------------------------------------------
Acme Steel Company announced that it will increase transaction
prices $ 30 per ton, effective with new orders promised for
delivery April 2, 2000 or later, for hot rolled carbon and alloy
sheet and strip steel products.  Additional changes to the extras
may be implemented as conditions warrant.  Acme Metals
Incorporated (OTC Bulletin Board: AMIIQ), through its operating
subsidiaries, is a fully integrated producer of steel, steel
strapping and strapping products, and welded steel tubing.  On
September 28, 1998, Acme Metals and its subsidiaries filed
separate voluntary petitions for protection and reorganization
under Chapter 11 of the United States Code.  The Company is in
possession of its properties and assets and continues to manage
its business as debtor-in-possession subject to the supervision
of the Bankruptcy Code.  Its common stock is listed on the
Bulletin Board of the National Association of Securities Dealers
under the symbol AMIIQ.


ALTA GOLD: Opposition To Rocky Canyon Mining's Relief From Stay
---------------------------------------------------------------
The debtor, Alta Gold Co. opposes Rocky Canyon Mining Company's
motion for relief from stay.  The debtor states that the relief
sought by Rocky Canyon is premature.  Under the Rocky Canyon
Lease, Rocky Canyon is required to give the debtor written notice
of its default and a ten-day period to cured the default.  The
debtor states that it has not received written notice. The debtor
states that there is no harm in denying Rocky Canyon's request
for a further short period of time in order to give Warrior a
full and fair opportunity to locate an interested buyer for the
debtor's assets, including the Rocky Canyon leases.  Warrior, is
a division of Standard New York Trading Corp., appointed by the
court in September to market the debtor's assets.


AXIOHM IPB: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AXIOHM IPB
        950 Danby Road
        Ithaca, NY 14850        
Axiohm Transaction Solutions, Inc.
DH Technology, Inc.
1787 Sentry Parkway West
16 Sentry Park West, Suite 450
Blue Bell, PA 19422

Cognitive LLC,
15070 Avenue of Science
San Diego, CA 92128

Cognitive Solutions, Inc.,
3003 Rollie Gates Road
Paso Robles, CA 93446        

Stadia Colorado Corp.

Case: 99-4153
Court: District of Delaware
Chapter:11
Filed: November 8, 1999
Attorney For Debtor:

Robert J. Dehney
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
PO Box 1347
Wilmington, DE 19899-1347

20 Largest Unsecured Creditors:
Creditor                           Nature of Claim         Amount
--------                          -----------------        ------
GSCP Recover, Inc.                 Unsecured Note     $34,917,000
Lehman Brothers, Inc.              Unsecured Note     $25,723,000
Tri-Links Investment Trust         Unsecured Note     $10,000,000
Touchstone Investment Opportunities Unsecured Note     $2,652,000
Touchstone Renaissance Fund LLC     Unsecured Note     $2,039,000
Touchstone Investment
Opportunities II                  Unsecured Note      $1,769,000
C&J Industries                     Trade                 $252,030
NMB Technologies Corporation       Trade                 $240,978
Oracle Corporation                 Trade                 $191,648
Proto Plastics, Inc.               Trade                 $191,245
Avery Dennison                     Trade                 $153,836
Kanzaki Specialty Papers, Inc.     Trade                 $146,669
Trimaster Manufacturing Ltd.       Trade                 $114,624
Conics/Conrac Systems, Inc.        Trade                 $109,969
CJP Technology, Inc.               Trade                 $104,345
KBYTE                              Trade                  $99,200
Cornucopia Tool and Plastic        Trade                  $96,573
Mainland Machine                   Trade                  $95,702
Rohm Electronics                   Trade                  $93,180
Dynarex, Inc.                      Trade                  $92,308
Chesapeake                         Trade                  $90,024
Harbec Plastics, Inc.              Trade                  $84,163
Washburn Manufacturing Tech. Inc.  Trade                  $83,860


AXIOHM TRANSACTION: Case Summary
--------------------------------
Debtor:
Axiohm Transaction Solutions, Inc.
DH Technology, Inc.
1787 Sentry Parkway West
16 Sentry Park West, Suite 450
Blue Bell, PA 19422

Total Assets $153,657,000
Total Debts $225,864,000
Shares of common stock 6,519,301

Type of Business: One of the largest non-captive designers,
manufacturers and marketers of transaction printers in the world.  
The company also has an increasing sales presence in growing
markets for magnetic stripe and computer chip card readers, bar
code printers and related consumable supplies.

20 Largest Unsecured Creditors (See Axiohm IPB)


AZTORE HOLDINGS: Successfully Manages the Chapter 11
----------------------------------------------------
Aztore Holdings Inc. (OTC: AZHG), Monday announced that the
Chapter 11 reorganization of Technical Systems Integrators Inc.
("TSI") has been successfully completed.

TSI's senior creditor group engaged Aztore indirectly in February
1999 to advise it on structuring TSI's reorganization. TSI, a
Phoenix-based technology company, filed for Chapter 11 bankruptcy
reorganization in April 1999 and received confirmation of its
reorganization plan (the "Plan") by the Bankruptcy Court on Nov.
10, 1999. The Plan became effective on Dec. 10, 1999.

The Plan, structured by Aztore, reorganizes TSI into five
operating companies plus a parent, TSI Capital Corp. Under the
Plan, Aztore indirectly receives an interest in each of these six
companies for its direct cash investment as well as its fees
incurred during the Chapter 11 reorganization.

Aztore indirectly controls all the new TSI companies. Each
company will have approximately 200 shareholders. The senior
creditor group also receives warrants in each of the companies as
part of their distribution under the Plan.

Aztore believes that TSI Capital Corp. will be able to operate as
an investment company exempt from regulation under the Investment
Company Act of 1940, due to its bankruptcy antecedents.

Michael S. Williams, Aztore's President stated, "This is our
fourth successful management and completion of a company
reorganization using Chapter 11.

"We will continue to advise and assist each of the TSI companies
in preparing their financial statements, coordinating audits,
filing applicable registration statements with the SEC and
applying for trading on the OTC Bulletin Board. We will also
advise the TSI companies on merger and acquisition activities and
other general corporate matters."

"One such merger has already been identified for one of the TSI
companies. OHost Corporation, a Tempe, Arizona-based Internet
company, which controls the first fully bilingual, Korean
language vertical Internet portal called KoreaStation.com, has
entered into an agreement in principal to merge with TSI
Financial Services Inc.

Aztore was a seed lender to OHost. The merger is expected to
close on Dec. 31, 1999 and is subject to the parties entering
into a definitive agreement. It is expected that the existing
shareholders of TSI Financial Services Inc. will retain
approximately 25 percent of the shares of the merged company,
which will adopt the Korean Station name," continued Williams.

Aztore Holdings Inc. is a closed-end, management investment
company which specializes in speculative investing and lending to
small public companies which it believes have very high growth
potential or which are very financially extended. Aztore has a
portfolio of approximately 25 companies.

Aztore also acts as a merchant and investment banker and conducts
a consulting and advisory business through its Bulldog Advisors
division.

Aztore has approximately 8,000,000 shares of common stock
outstanding as well as approximately 8,670,000 warrants equally
divided into three series with exercise prices of $.50 (expiring
April 30, 2000), $1.00 (expiring April 30, 2000), and $1.50
(expiring June 15, 2000). The expiration dates of the warrants
may be extended at Aztore's option.

Aztore has offices in Phoenix and Houston, with its corporate
office located at 3710 East Kent Drive, Phoenix, AZ 85044. For
more information, please contact Michael S. Williams, President,
at 480/759-9400 or by e-mail at Mike@Aztore.com.


BEAMALLOY CORP: Case Summary and 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BeamAlloy Corporation
        6360 Dublin Industrial Lane
        Dublin, Ohio 43016
Court: Southern District of Ohio  Case No.: 99-60987  Chapter: 11
Filed December 3, 1999

Type of Business: Coating Service Supplier

Debtor's Attorney:
Dinsmore & Shohl LLP
Star Bank Center
175 South Third Street, 10th Floor
Columbus, Ohio 43215

Total assets $552,108
Total liabilities 2,160,379

List of Creditors Holding 20 Largest Unsecured Claims:
Worthington Industries $549,064
Jay Hall Jr. $526,918
Dr. Arnold H. Deutchman $304,988
Robert J. Partyka $297,609
Dr. Robert E. Partyka $103,463
Bates Property Management $97,259
Ohio Attorney General $60,371
Dr Sherry B. Zox $43,506
LCA International Ltd. $41,260
Dr and Mrs Maurice L. Zox $20,433
Dr Mark Deutchman $19,465
Bernard V. Fultz $16,504
Dolores A. Johnson $15,977
William J. Saas $15,969
Dr. Herbert Deutchman $12,452
Huntington National Bank $10,068
Deloitte & Touche $4,500
Dr. Arnold H. Deutchman $4,000
Mr. Robert J. Partyka $4,000
Dr. Robert E. Partyka $1,600


BELL GEOSPACE: Seeks Final Order To Use Cash Collateral
-------------------------------------------------------
The debtor, Bell Geospace, Inc. filed a motion for interim and
final orders authorizing use of cash collateral.  A hearing to
consider the entry of an interim order approving the motion will
be held on December 13, 1999 at 3:30 PM.

The debtor is a worldwide technology company that acquires,
processes, and interprets gravity gradient data for its customers
to assist them in identifying promising drilling locations.

The debtor's unencumbered cash has been exhausted and the debtor
is without enough funds to be able to operate for 15 or more days
until a final hearing on this motion can be held. The debtor
requires cash to pay its lessors and vendors, and to meet its
payroll.  Failure to timely pay such items will likely require
the debtor to close down its operations. The debtor's schedule of
cash needs through January 31, 2000 details the need for
$566,449. Interim cash needs total $229,776. The total principal
indebtedness owing by the debtor to Imperial Bank under the
Starter Kit Loan is $690,000.  The original loan prior to the
Petition Date was for $900,000.


BIG SMITH BRANDS: Taps Professionals
------------------------------------
By order of the US Bankruptcy Court, Southern District of
Florida, Big Smith Brands, Inc., debtor, entered an order
authorizing employment of attorney Susan D. Lasky, Bigge &
Rodriguez as attorney for the debtor nunc pro tunc to November 5,
1999.

The debtor seeks authority to appoint Kevin Checkett as special
Missouri counsel to assist and represent the debtor in all
matters pending in the Missouri courts or involving transactions
in the State of Missouri.

The debtor also seeks authority to appoint Howard H. Ward, as
general counsel and a consultant to the debtor. Ward will provide
advice to the debtor related to all securities and financial
transactions, including transactions involving real or personal
property.  Ward is paid $7,000 per month.


BRS PRODUCTS: Colonial Commercial Subsidiary To Acquire BRS
-----------------------------------------------------------
Colonial Commercial Corp. (Nasdaq: CCOM), which through its
subsidiaries distributes door hardware, heating/air conditioning
equipment and climate control systems to contractors and
architectural firms announced that its wholly-owned Atlantic
Hardware and Supply Corp. ("Atlantic") subsidiary has
agreed to fund the Plan of Reorganization of BRS Products, Inc.,
which filed a petition pursuant to Chapter 11 of the Bankruptcy
Code on October 28, 1999. BRS Products, which is headquartered in
Hoboken, New Jersey, is a manufacturer of hollow metal doors and
other door products.

Atlantic has provided certain post-filing financing to BRS
Products and through a pre-negotiated Plan of Reorganization,
will own all of the stock of the reorganized company upon its
emergence from Chapter 11. The Plan of Reorganization is subject
to confirmation and approval of the Bankruptcy Court. Atlantic, a
distributor of doors and door hardware, purchases hollow metal
doors from BRS and other door manufacturers.

"The acquisition of BRS Products as restructured through the
Chapter 11, will allow Atlantic to strategically diversify into
the manufacturing of doors, as a complement to its distribution
operations, "commented Bernard Korn, Chief Executive Officer of
Colonial Commercial Corp. "While Atlantic will continue to
purchase doors from a number of manufacturers, management
believes that the cost savings, along with other benefits, that
should accrue from its ownership of BRS, once it emerges from
Chapter 11, should allow this acquisition to be synergistic and
accretive to earnings in the future."

Colonial Commercial Corp. recently reported a 49% increase in net
income during the first nine months of 1999, on a sales gain of
45%. Earnings per diluted share increased 60% to $0.24 in the
first nine months of 1999, compared with earnings per diluted
share of $0.15 (excluding a one-time gain from the sale of
securities) in the corresponding period of the previous year. "We
expect 1999 to be an outstanding year for Colonial, and the
acquisition of a reorganized BRS Products should enhance the
outlook for future years.

Colonial Commercial Corp., headquartered in Levittown, New York,
is a distributor of door and door hardware, heating/ventilation
equipment, and climate control systems to building contractors
and architectural firms, primarily in the Eastern United States.
Its common stock trades on NASDAQ under the symbol "CCOM", while
its convertible preferred shares trade on NASDAQ under the symbol
"CCOMP". (Note: Each share of the Company's preferred stock is
convertible into one share of the Company's common stock.
Preferred stockholders will be entitled to a dividend, based upon
a formula, when and if any dividends are declared on the
Company's common stock.)


BRUNO'S: Creditors Vote to Accept Second Amended Plan
-----------------------------------------------------
Preliminary voting results indicate, logically, that the Banks
unanimously voted to accept the Bruno's Second Amended Plan of
Reorganization.  Holders of Unsecured Claims classified in Class
5 under the Plan and slated to receive a 30% cash dividend,
reportedly, overwhelmingly support the plan with ballots cast to
accept the Plan on account of 83.5% of the number of claims voted
and 96.4% of the dollars of those claims voted.  The Subordinated
Noteholders did not vote on the Plan, of course, being deemed to
reject the Plan as they take nothing under the Plan.  

Judge Robinson will hold hearings to consider confirmation of the
Debtors' Second Amended Plan commencing at 8:00 a.m. on Monday,
December 20, 1999.  Bruno's will have 10 hours to make their case
for confirmation of their Second Amended Plan; W.R. Huff Asset
Management Co., L.L.C., will have 8 hours to litigate its
objections to confirmation; Judge Robinson will listen to the
Committee for 2 hours, Haskell for 1/2 hour; the United
States Trustee for 1/2 hour; and other ministerial objectors, to
the extent their objections cannot be resolved prior to
confirmation, for limited periods of time.  (Bruno's Bankruptcy
News Issue 30; Bankruptcy Creditor's Service Inc.)


EATON'S: Benefits Restored to Employees
---------------------------------------
Canada NewsWire reported on December 13, 1999, that Koskie
Minsky, the court-appointed representative for Eaton's employees,
reported that former Eaton's employees will soon start to receive
some previously unpaid medical benefits as well as life insurance
coverage as a result of court settlements reached late in the day
on December 9, 1999.

On behalf of the employees, Koskie Minsky filed court proceedings
against Imperial Life when life insurance coverage was terminated
without notice to the employees. Eaton's also commenced
proceedings against Imperial Life for cutting off employee health
benefit payments. Both benefits had been terminated during the
summer when Eaton's was going through financial problems
that led to the retailer's insolvency. Imperial Life claimed that
the payments and coverage had been stopped because Eaton's was in
arrears of payments to Imperial Life. The settlements were
presented to Mr. Justice Farley of the Ontario Superior Court of
Justice who issued the corresponding Court orders.

Health care claims incurred by employees after August 20, 1999
(the date Eaton's filed for court bankruptcy protection) while
employed by Eaton's shall be processed by Imperial Life and paid
in accordance with the Lifestyles Plan, the employees' benefit
plan. Richter & Associates, the court-appointed monitor of
Eaton's, will make the payments to employees. Eaton's has no
obligation to pay any claims incurred after the implementation
date for Eaton's restructuring plan (the "CCAA Plan") which is
scheduled for December 29, 1999 (the "Plan Implementation Date").

Employee health claims incurred prior to August 20, 1999 will be
adjudicated by Imperial Life, and Koskie Minsky will file a claim
for their total value as part of the Omnibus Proof of Claim under
the CCAA Plan.

Employees who had life insurance coverage through Eaton's will
have the following benefits restored:

- payment of claims: claims on behalf of deceased employees who
died in the period from August 20, 1999 to the Plan
Implementation Date will be paid provided the employees died
while employed with Eaton's, or within 31 days of terminating
employment; and

- the conversion option: employees will have the right to convert
to an individual life policy with Imperial Life until January 21,
2000, provided they meet conversion eligibility requirements of
their policy, and provided that conversion fees and first month's
premium are paid.

Conversion allows an employee to continue life insurance coverage
without having to pass a medical examination and is especially
valuable for employees who are now in poor health.


FLORIDA COAST: Seeks OK for Distress Termination of Pension Plans
--------------------------------------------------------------
The debtors, Florida Coast Paper Holding Company, LLC and its
affiliates seek approval of distress termination of the Florida
Coast Paper Company Pension Plans.  On December 15, 1998 most of
the salaried employees were laid off and remain on lay-off.  As a
result of the lay-off, the future benefit accruals in the Salary
pension plan have earned for the laid-off salaried employees.

Given the liquidating nature of these cases, it is unlikely that
the debtors will ever be in a position to contribute any
additional funds to the Hourly Plan.  Additionally, there is no
prospect of any purchaser of the debtors' assets assuming
liability under the Hourly Plan.

The debtors have made no minimum funding contributions to the
Salary Plan since September 1998.  Salary Plans minimum funding
deficiency currently is $247,972.  Furthermore, the present value
of accrued vested benefits under the terms of the Salary Plan
exceed the assets by approximately $300,000.


FORMAN PETROLEUM: Order Approves Amended Disclosure Statement
-------------------------------------------------------------
By order of the US Bankruptcy Court, Eastern District of
Louisiana, the Amended Disclosure Statement filed by Forman
Petroleum Corporation on November 22, 1999 is approved.

A hearing on confirmation of the second amended joint plan of
reorganization will be held on December 29, 1999 at 10:00 AM in
Courtroom 705, Hale Boggs Federal Building, 501 Magazine Street,
New Orleans, Louisiana.

The plan is intended to enhance the long-term viability and
contribute to the success of the Reorganized Debtor by adjusting
the debtor's capitalization to reflect current and projected
operating performance levels.  Under the plan, debt levels will
be reduced from over $85 million to an amount not expected to
exceed approximately $3.01 million.  The debtor believes that
this significantly reduced debt level, together with an estimated
$7 million in post-confirmation financing required in connection
with the Business Plan, can be supported by its projected cash
flow.

The debtor is an independent energy company engaged in the
acquisition, exploration, development and production of crude oil
and natural gas onshore in south Louisiana.

If the plan is confirmed, all Senior Notes will be canceled and
the Holders of Allowed Senior Notes will receive in the aggregate
92.5% of the New Common Stock, Allowed M&M Lien Claims will
receive, at the election of the Holders of such claims, either
60% in cash as of the Initial Distribution Date or 100% payable
over 5 years; Allowed Unsecured Claims will receive, at the
election of the holders, either 50% in cash as of the initial
distribution date or 100% payable over 7 years; Convenience
claims will be paid in full; the Preferred stock will be canceled
and the holders of allowed preferred stock interests will receive
in the aggregate 7.5% of the New common stock, the Senior Note
Warrants and the Equity Warrants will be canceled and the Holders
will receive New Warrants; the Loan Warrants and the Employee
Stock Options will be canceled if not exercised prior to the
effective date, and if exercised the holders will receive New
Warrants;  Issued and outstanding common stock will be canceled.  
Current management of the debtor will receive 27.5 month
employment agreements with the reorganized debtor.  The
employment contract for McLain Forman provides for the issuance
to him of New Warrants.

Class                        Amount                    Status

Priority Tax Claims              $131,137
Other priority claims             $71,154              unimpaired
Senior Notes                  $81,025,000                impaired
M&M Lien Claims                    $6,518                impaired
Other Secured Claims              $39,610              unimpaired
Mineral Lease Obligations                              unimpaired
Convenience Claims               $249,596                impaired
General Unsecured Claims       $3,078,204                impaired
Preferred stock interests     $13,505,139                impaired
Loan Warrants and Employee   
Stock Options                                            impaired
Other Warrants                                           impaired
Common Stock Interests                                   impaired


FRANKLIN OPTHALMIC: Announces Liquidation
-----------------------------------------
Franklin Ophthalmic Instruments Co., Inc. (OTC Bulletin Board:
FKLN)--announced that as a result of a Notice of Demand for
payment of loans under an Amended and Restated Loan and Security
Agreement dated December 30, 1997 by and between Franklin
Ophthalmic Instruments Co., Inc. (the "Company") and Harris Trust
and Savings Bank ("Harris Bank"), the Company has elected to
liquidate for the benefit of creditors and dissolve its business.  
The Company originally received a notice of default during April
of 1999 and due to the Company's inability to repay the loan,
cure the default, and/or refinance the amounts due to Harris Bank
with a new lender, Harris Bank has demanded immediate repayment
of all principal and accrued and unpaid interest on the Company's
indebtedness.

In connection with the above Notice of Demand, the Company and
Harris Bank have entered into a Forebearance Agreement
("Agreement") effective November 29, 1999 in which Harris Bank
would forebear its rights and remedies with respect to existing
defaults for a period of time not to exceed March 31, 2000.  
Pursuant to the Agreement, the Company has agreed to liquidate
through operations its inventory and accounts receivable.  During
the period up to December 31, 1999, the Company will have a
limited budget in which to fund operations.  Thereafter, expenses
related to liquidation are expected to be incurred by officers of
the Company in connection with provisions in the Agreement that
allow for the reduction of amounts owed under personal guarantees
of officers of the Company if certain projections are met.  Upon
completion of the liquidation, the Company expects that it will
file a petition for relief under the United States Bankruptcy
Code.  The Company does not foresee funds being available for
distribution to shareholders.

Franklin (a.k.a. Franklin.MOI) sells and services high-quality
instrumentation utilized by ophthalmologists, optometrists, and
medical organizations.  In addition, Franklin is a systems
integrator for ophthalmic workstations and electrical
applications for the ophthalmic marketplace.  The Company
distributes over 2,000 products from over 40 manufacturers from
its facility in Romeoville, Illinois.


HARNISCHFEGER: Seeks Approval of Beloit Asset Auction Procedures
-----------------------------------------------------------------
The deadline to submit bids for Beloit's assets is extended to
4:00 p.m. Eastern Time on December 17, 1999.

The Debtors filed an Emergency Motion asking Judge Walsh to
approve new procedures that protect "stalking horse bids" for
Beloit.  The Debtors believe that these new procedures are
necessary to encourage initial bidders to come forward with their
best offers.  The Debtors must select one or more bids as
stalking horse bids to provide a floor for the Beloit asset
auction.  Some potential bidders may not submit unqualified bids
unless they get special treatment if they are selected as
stalking-horse bids. Consequently, the Debtors want authority to
grant any or all of the following three protections to bidders
they select as stalking horses for the Beloit auction.

First, stalking-horse bidders will be given a topping fee of up
to 3.5% of their initial bid if the Beloit assets covered by
their bids are sold to another party.

Second, bids competing with a stalking-horse bid must be 0.5%
more than the sum of the stalking-horse bid plus the topping fee
agreed upon with the stalking-horse bidder in order to be
considered by the Debtors.

Third, bids competing with stalking-horse bids for the same
assets will be assessed on a net basis to the estate.  In other
words, competing bids will be valued at their face amount less
the stalking-horse bidder's agreed upon topping fee.  
(Harnischfeger Bankruptcy News Issue 17; Bankruptcy Creditor's
Service Inc.)


HIGH STRENGTH STEEL: Creditors File Involuntary Chapter 7
---------------------------------------------------------
Three steel companies filed an involuntary chapter 7 petition
against High Strength Steel Inc., Houston, Reuters reported.
Bethlehem Steel Corp., CitiSteel USA Inc. and Oregon Steel Mills
Inc. list unsecured claims of $616,646, $376,843 and $1 million,
respectively. They filed the petition in the District of
Delaware. High Strength's business is described in court
documents as a "service center, fabrication and distribution of
steel products." (ABI 14-Dec-99)


INTERNATIONAL WIRELESS: Supplemental Disclosure Statement
---------------------------------------------------------
By order dated December 3, 1999, the US Bankruptcy Court for the
District of Delaware entered an order approving the debtors'
supplemental disclosure statement relating to the debtors' third
amended joint chapter 11 plan of reorganization as containing
adequate information.

On December 29, 1999 at 10:30 AM a hearing will commence to
consider confirmation of the plan.

Subsequent to the confirmation of the existing plan, the debtors
together with the creditors' committee negotiated the detailed
terms of the treatment of the BTFIC financing and PWH Notes that
are the subject of term sheets.  The principal documents setting
forth the terms of the BTFIC financing and the PWH Notes will be
filed with the Court before the Supplemental Confirmation
Hearing.  

Subsequent to the Existing Confirmation Order, the debtors also
agreed to a settlement with the purchaser of their Venezuelan
assets.  The settlement in effect split the proceeds of an escrow
that had been established under the pre-petition contract of sale
of the assets.  The debtors received $1,550,000 and the buyer of
the assets received $1.45 million plus interest.

The debtors have been advised that subsequent to the confirmation
of the existing plan, the following developments have occurred:

Certain members of the Informal Committee and the Loeb
Shareholders continue litigation with Vanguard and certain of
debtors' present and former officers and directors. One complaint
seeks damages in the amount of $81 million in connection with
alleged fraud, misrepresentations and violations of applicable
Blue Sky Laws in connection with the merger of RMDA into IWCH.  
The Loeb Partners and Warburg Lawsuits were brought by Holders of
Old Series I Preferred stock issued in connection with the RMDA
acquisition.  In addition to the two actions actually commenced,
he debtors have been advised that other shareholders have
threatened further litigation against Vanguard, asserting, in
substance, that as the controlling shareholder of the debtors,
Vanguard abused its position of trust and dominated and
controlled the debtors to its own advantage and to the
disadvantage of shareholder.

The business of SDL, the debtors' subsidiary formed to hold
telecommunications investments in China, deteriorated
substantially and SDL may be near insolvency. The debtors' former
partner in SDL, Star Telecom Holdings Limited has filed a lawsuit
against Vanguard in California.

The debtors warn that Risk Factors with regard to operations in
Pakistan and Brazil may be heightened particularly as a result of
the coup d'etat in Pakistan.


IRIDIUM: Motorola Leads Effort To Prop Up Iridium
-------------------------------------------------
The International Herald Tribune (Neuilly-sur-Seine, France)
reports on December 11, 1999 that Iridium LLC, the troubled
global satellite telephone venture, said a group of investors led
by Motorola Inc. had agreed to commit $20 million so that the
company could continue operating through early next year.

The company, which filed for protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code in August, said Thursday
that the money would allow it to operate through mid-February and
give its executives more time to develop a plan for
restructuring.

''Our existing investors have stepped forward to provide for
ongoing operations while we continue to have discussions with
potential new investors, '' John Richardson, the chief executive
of Iridium, said.

Among those who have expressed an interest in taking a huge stake
in Iridium, based in Washington, is Craig McCaw, the cellular-
telephone pioneer who has been interested in gaining control of
the company.

Iridium executives would not say who the potential investors
were, and Mr. McCaw, who is a large investor in Teledesic LLC,
the so-called Internet in the Sky global satellite service that
expects to begin operating in 2004, was unavailable for comment.  
A month ago, however, Mr. McCaw agreed to raise $1. 2 billion to
lift ICO Global Communications, another global satellite
telephone service, out of Chapter 11.

In a statement, Iridium warned investors that once its
reorganization plan was announced, its shares might be worthless.
Shares of Iridium, which traded as high as $70 in May 1998,
dropped to about $3 after the bankruptcy filing. Since
then, the shares have been delisted by the Nasdaq stock market.


JUST FOR FEET: Taps Thacher Proffitt & Wood as Special Counsel
--------------------------------------------------------------
The debtors, Just For Feet, Inc., et al. seek authority to employ
Thacher Proffitt & Wood as special litigation counsel.  The firm
is representing the debtor in its dispute with Saatchi & Saatchi
Business Communications, Inc. and Fox Broadcasting Company, Inc.
The debtors propose to pay Thacher its customary hourly rates.


JUST FOR FEET: Taps The Finley Group as Turnaround Consultants
--------------------------------------------------------------
The debtors, Just For Feet, Inc., et al. seek authority to employ
The Finley Group as turnaround consultants for the debtors. The
Finley Group will provide the following services:

Assume the duties of the debtors' interim chief financial
officer, managing and directing and overseeing all financial
activities including accounting, planning, reporting, banking,
cash management, credit issues, cash liquidity, tax and recording
of transactions;

Meet with the debtors' management and familiarize itself with the
business operations, financial systems and condition and
prospects of the debtors;

Advise and assist the debtors in the development and evaluation
of various restructuring strategies and initiatives related to
business operations;

Advise and assist the debtors in the development, implementation
and negotiation of a plan of reorganization, along with other
information, as appropriate, to be included in the disclosure
statement;

Participate in hearings in connection with the foregoing and
provide expert testimony, if needed, in connection with any
hearings before the Bankruptcy Court; and

Render such other financial consulting services as may from time
to time be agreed upon by The Finley Group and the debtors.

The debtors shall pay The Finley Group fees of $225 per hour,
subject to a maximum of $1,800 per day.


KIWI: Judge Approves Liquidation
--------------------------------
The New York Times reported on December 14, 1999, that the
turbulent history of Kiwi International Air Lines ended quietly
as a bankruptcy judge in Newark approved its liquidation.

Kiwi, had been grounded since March, beset by debt and ruled
unable to fly safely by regulators. The company, which was owned
by its pilots and their co-workers when it started flying seven
years ago, had no choice but to liquidate after it failed to
attract a buyer in nearly nine months of effort, said its court-
appointed trustee, Charles A. Stanziale Jr.

Kiwi, which was based at Newark International Airport, had
struggled since its founding by airline employees who had lost
their jobs at other carriers, most at Pan Am and Eastern. They
lost their stake two years ago during Kiwi's first bankruptcy
when Charles C. Edwards, a Baltimore surgeon, bought the airline
and took majority ownership of the company from the employees.

At its peak in the mid-1990's, Kiwi had 1,200 employees and 15
leased jets, and flew 65 scheduled flights a day. But Kiwi
struggled financially and was shut down three times by
regulators, although pilots pointed to a safety record
showing they had "never scratched a wing." The Federal Aviation
Administration last grounded Kiwi in March, and the airline
declared Chapter 11 bankruptcy, hoping to reorganize, and laid
off nearly all of its 500 workers and surrendered its four leased
jets.

In September, Kiwi sought permission from Judge Rosemary
Gambardella of United States Bankruptcy Court to convert the
bankruptcy to Chapter 7, liquidation, claiming more than $20
million in debts. Mr. Stanziale said Kiwi's biggest creditor, the
Internal Revenue Service, is owed about $12 million but
will receive only about $1 million.


LEVITZ: Seventh Motion To Extend Time To Assume & Reject Leases
---------------------------------------------------------------
Reminding the Court that their remaining unexpired leases
represent potential sources of significant value for their
Estates and creditors, the Debtors ask Judge Walrath for a
seventh extension, pursuant to 11 U.S.C. Sec. 365(d)(4), of their
time within which to decide whether they should assume or reject
non-residential real property leases.  The Debtors ask for
an extension through February 28, 2000.  

Levitz is still burdened by some excess real estate, the Debtors
disclose.  Additionally, the Company indicates that it may decide
to close certain stores and move to new locations in order to
realize excess value from an existing lease.  

Progress toward emergence from chapter 11 continues, the Debtors
say.  Additional time to make decisions about the disposition of
their leases will facilitate the Debtors' consideration of
various exit strategies.  Hasty decisions, the Debtors caution,
will forfeit value if a lease is prematurely or give rise to
needless administrative priority claims if a lease is prematurely
assumed.  (Levitz Bankruptcy News Issue 41; Bankruptcy Creditor's
Service Inc.)


OPTEL INC: Interim Financing Order
----------------------------------
OpTel, Inc., et al. is seeking entry of an order authorizing the
debtors to enter into a secured post-petition financing on a
super priority basis, authorizing the debtors to repay pre-
petition secured debt with a reservation of rights, and
scheduling a final hearing.  A hearing will be held before The
Honorable Sue L. Robinson, in the US District Court for the
District of Delaware on December 16, 1999.

The Interim order provides that pending the final hearing, the
debtors are authorized to borrow from the Lenders a total of up
to $25 million of Loans.  The post-petition financing is under a
commitment of up to $60 million.


SIDANKO: Access Industries Claims Lawsuit is Frivolous
------------------------------------------------------
Access Industries Inc., a privately held corporation, and its
principal shareholder, Len Blavatnik, filed with the New York
State Supreme Court a motion seeking the immediate dismissal of a
lawsuit filed in November by TPT Ltd., a Cayman Island company,
and concerning the bankruptcy of Sidanko, a Russian oil company,
and certain of its subsidiaries.

Said a spokesperson for Access Industries, a U.S.-based minority
investor in Tyumen Oil Company (TNK), a Sidanko competitor: "This
lawsuit is frivolous, full of baseless allegations and a blatant
attempt to forum shop."

Noting that the lawsuit's sponsors are "major players on the
Russian political and economic scene," the spokesperson added:
"TPT and its principal investors have benefited mightily from
doing business under the Russian system and they are now
attempting to disavow the very system that they have taken credit
for creating. Furthermore, one of TPT's principals was chairman
of Sidanko at the time it declared bankruptcy in Russia."

He continued: "The lawsuit concerns purely a Russian controversy
between Russian business rivals, grounded in Russian law,
relating to Russian assets and the executive and judicial acts or
branches of the Russian government. While we are prepared to
defend ourselves vigorously, it is clear that this lawsuit does
not belong in New York."

The Russian government itself owns nearly 50 percent of TNK.


SUN HEALTHCARE: First Meeting of Creditors
--------------------------------------------------------------
Patricia A. Staiano, the United States Trustee for Region III,
convened the first meeting of the Debtors' creditors pursuant to
11 U.S.C. Sec. 341(a) on Friday, December 10, 1999, in
Wilmington.  John "Jack" D. McLaughlin, Esq., representing the
U.S. Trustee.


Mr. McLaughlin introduced creditors to Michael Walsh, Esq., of
Weil, Gotshal & Manges LLP, the Debtors' lead counsel in the
these chapter 11 cases.  Mr. Walsh introduced creditors to his
co-counsel, Mark D. Collins, Esq., of Richards, Layton & Finger.  

Mr. Walsh introduced creditors to Mark G. Weimer, the Debtors'
President and Chief Operating Officer and Matthew Patrick, the
Debtors' Treasurer.  Mr. McLaughlin administered an oath to
Messrs. Weimer and Patrick, under which they swore to give
truthful testimony at this meeting.  

Delivering a prepared presentation, Mr. Weimer gave creditors an
overview of the Debtors' four primary business segments:
inpatient care, therapy services, pharmaceutical and medical
supply and international operations.  Mr. Weimer showed creditors
a chart depicting the Debtors' business operations as a wheel
with 10 business units at the outside edge of each spoke.  Those
business units were designed to support an organization
collecting money for healthcare services on a "cost-plus" basis.  
When the Balanced Budget Act of 1997 changed the reimbursement
scheme to a flat cost model, cutting Medicare reimbursements to
the healthcare industry by some $9.7 billion, the spoke and wheel
model became unworkable.  

Medicare reimbursement cuts caused other less obvious, but very
real problems for Sun, Mr. Weimer related:

(1) payments to Sun and Sun's customer base slowed, impairing
cash flow;

(2) profits declined as reimbursement rates were reduced to Sun's
customers;

(3) increased regulatory requirements negatively impacted
margins; and

(4) Medicare patient-mix levels decreased as the cost of care was
shifted to the State Medicaid programs--at lower margins.  

Additionally, Mr. Weimer related, Sun is seeing its expenses
increase.  For example, the Debtors anticipate that their
professional liability insurance premiums will double next year.  

Sun participated in a demonstration project at one facility
before the Prospective Payment System was introduced, Mr. Wilmer
related.  Sun was able to maintain profitability at that facility
and projected a 25% system-wide reduction in revenues once the
Prospective Payment System was rolled-out.  The Government told
Sun to project no more than a 20% reduction.  After the PPS took
effect, revenues fell by 40%.  

Sun, Mr. Weimer said, responded by cutting costs.  Labor cuts
were swift and significant.  Overhead consolidations were
implemented.  Sun successfully cut costs by over $400 million,
but it wasn't enough.  

"The fundamental problem is that Congressional cuts in Medicare
reimbursements exceeded expectations," Mr. Weimer said.  

Today, Sun is faced with a three-pronged problem:

      (1) increasing labor costs;

      (2) increasing regulation and

      (3) decreasing reimbursements.  

Mr. Patrick noted that Sun is one of a number of healthcare
industry bankruptcy cases at the present time.  Texas Health,
Vencor, and Raintree have filed for chapter 11 protection.  
Filings by Integrated Health and Mariner loom on the horizon.  

Sun is pleased to say that it has a strategy to restructure its
business, Mr. Patrick reported.  That strategy calls for:

      (A) exiting non-core businesses;

      (B) exiting unprofitable nurshing facilities;

      (C) a focus on owning more facilities in the future;

      (D) reducing variable costs through staff cuts; and

      (E) reducing fixed costs by securing rent reductions.


Mr. Patrick explained that a financial restructuring is premised
on:

      (A) de-leveraging the Company's balance sheet;

      (B) reducing fixed interest costs; and

      (C) providing the Company with financial flexibility to
permit reinvestment in operations.

The Term Sheet released in October, Mr. Patrick reports, have the
full support of the Banks and the Senior Lenders.  At present, it
lacks the support of the Creditors' Committee, the TIPES holders,
current equity holders, and the Government.  

Sun's liquidity, Mr. Patrick indicated, is more than adequate to
cover post-petition working capital needs.  Mr. Patrick pointed
to the $75 million DIP Facility in place at this time and with
adequate availability.  Mr. Patrick disclosed that, over the next
year, the Debtors anticipate that the DIP Facility will be
backing some $43.8 million in letters of credit.  

The Company's future, Mr. Patrick continued, will be:

      (1) focused on nursing home facilities;

      (2) smaller; and

      (3) de-leveraged.

Mr. Patrick explained why the Debtors are keen on the nursing
home business:

(a) Sun's nursing centers have seen 91% occupancy since 1991;
(b) there is a restricted supply of skilled nursing facilities;
(c) there are considerable barriers to entry into the nursing
home market;
(d) the population is aging;
(e) life expectancy is increasing;
(f) the Government realizes it is most economical to care for the
sick and elderly in skilled nursing facilities; and
(g) industry revenues are projected to top $2 trillion in 2007.

(Sun Healthcare Bankruptcy News Issue 7; Bankruptcy Creditor's
Service Inc.)


TULTEX: Reports More Lay-Offs
-----------------------------
The Richmond Times Dispatch reports on December 11, 1999 that
Martinsville clothing maker Tultex Corp. is laying off 700
workers on top of the 2,600 cuts announced last week, according
to the company, and half of the additional cuts are in Henry
County.

In all, the maker of sweat shirts, T-shirts and athletic wear is
cutting 3,300 jobs.  Martinsville and Henry are losing 1,450
jobs, South Boston is losing 400, and Tultex operations outside
Virginia are losing a total of 1,450 jobs, the company said
Thursday.

Citing stiff competition from foreign companies using cheap
labor, Tultex last week filed for Chapter 11 bankruptcy
protection and announced it would cut 2,600 of its 4,400 jobs in
Virginia, North Carolina and Jamaica. The jobs were
eliminated Dec. 3.

Of the latest 700 jobs cut, 350 will be at its customer-service
center and warehouse in Henry, and another 350 from Tultex
subsidiaries outside Virginia.

Tultex plans to lay off the workers within two months.

Tultex filed for the bankruptcy protection after posting a third-
quarter loss of $ 35 million, almost as much as the loss for all
of last year.

The company, which reported debts of $ 222 million in May, hopes
to reorganize primarily as a distributor of clothing manufactured
by contractors. After the second round of job cuts, Tultex will
employ 1,100 workers, with 450 of those located in Martinsville.

As part of its reorganization plan, the company also closed 25
retail stores nationwide and shut down manufacturing plants in
Mayodan, Roxboro and Longhurst, all in North Carolina, and
another in Montego Bay, Jamaica.


VENCOR: Trustee Objects To Committee Members' Proxies
-----------------------------------------------------
The United States Trustee objects to the Committee's Motion to
permit trading in debtor's securities to the extent that it asks
the Court to authorize Committee Members' appointment of proxies.  
While it is not objectionable per se, the U.S. Trustee says, for
a Committee Member to send an agent to a specific meeting, it is
an abrogation of the Member's duty to appoint a full-time proxy.  
"When the UST appoints a member of the Committee, that member is
expected to personally exercise the fiduciary responsibilities
imposed upon it," the U.S. Trustee asserts.  Ms. Staiano makes it
clear that she will remove Committee Members who appoint full-
time proxies, and will give those seats to candidates willing to
shoulder the responsibilities imposed under the Bankruptcy Code.
(Vencor Bankruptcy News Issue 8; Bankruptcy Creditor's Service
Inc.)

                    *********

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
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