TCR_Public/991217.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Friday, December 17, 1999, Vol. 3, No. 243
                     
                     Headlines

AH ROBINS: Dalkon Shield Case Nears End with Final Distributions
AMERICAN GREETINGS: Announces Third Quarter Results
BRUNO'S: HUFF'S Request to Serve as Estate Claims Representative
ENDICOTT JOHNSON: Files For Bankruptcy
FALLS LEATHER: Likely To Complete its REorganization

HARNISCHFEGER: Seeks To Establish Vendor Reclamation Procedures
HECHINGER: Home Depot Buys Some Hechinger Locations
HVIDE MARINE: Emerges From Chapter 11
ICO GLOBAL: ICO and Eagle River Extend Due Diligence
IRIDIUM: Investors Ensure Service During Restructuring

KENAR: VALMATRIX Used To Value Intellectual Property
LEARNINGSMITH: Agrees To Sell 64 of 87 Store Leases
LEVITZ: MONTHLY OPERATING REPORT -- Month Ended October 31, 1999
LINCOLN FINANCIAL: Announces Reorganization
LOEWEN: To Sell More Cemeteries and Funeral Homes

PACIFIC LINEN: Closes After 20 Years
PAGENET: Shares Double - Overly Optimistic?
PIC/N PAY: IBJ Whitehall Provides Revolving Facility  
SKYVIEW: EchoStar to Acquire Skyview Media Assets
STUART ENTERTAINMENT: Receives Court Confirmation Of Its Plan

SUN HEALTHCARE: Considers Self-Insurance To Cut Costs
SUN HEALTHCARE: Motion For Key Employee Retention Program
TRANSTEXAS: Operating Results For Third Fiscal Quarter
TULTEX: Employees Complain To Labor Department
VENCOR: Motion To Sell Surplus Respiratory Equipment
WIRELESS ONE: MCI Worldcom Eyes Sprint

BOND PRICING FOR WEEK OF December 13, 1999

                 *********

AH ROBINS: Dalkon Shield Case Nears End with Final Distributions
----------------------------------------------------------------
A case involving nearly $3 billion in payments to about 200,000
women who used a defective birth control device is nearing an
end, Associated Press reported. A.H. Robins Co., which made
the defective Dalkon Shield birth control device, filed for
bankruptcy protection in 1985 after it was deluged with lawsuits.
In 1989, a $2.3 billion trust, the Dalkon Shield Claimants Trust,
was set up by American Home Products Corp., a New Jersey-based
company that bought out Robin. The Trust mailed a final payment
of $63.1 million to 53,828 claimants yesterday and announced that
it plans to shut down by March 31, eight years ahead of schedule.


AMERICAN GREETINGS: Announces Third Quarter Results
---------------------------------------------------
American Greetings (NYSE: AM) released third quarter results for
fiscal 2000 in line with Wall Street expectations. Due to the
success of various plans and initiatives, the Company also said
it believes earnings in the next two fiscal years could increase
by about 35 per cent and 20 per cent respectively.

For the quarter ended November 30, 1999, American Greetings
reported net income of dlrs 53.9 million, or 81 cents per share.
That compares to net income of dlrs 74.6 million, or dlrs 1.04
per share, for the same period a year ago. This year's results
include a loss of 9 cents per share from the company's
Internet unit. Last year's results include a restructuring charge
of 12 cents per share.

Sales in the quarter were dlrs 623.4 million, compared with dlrs
638.4 million last year, and were impacted by the company's
retail productivity initiative. American Greetings said the
initiative, which will result in about a dlrs 100 million
reduction in shipments to retailers during fiscal 2000, is
moving toward completion.

"There may be some continued effects in select accounts in the
next two quarters, but the expected impact is included in our
stated projections," said Morry Weiss, chairman and CEO of
American Greetings. "We are encouraged that select point-of-sale
data shows continued improvement in sales for our retail
partners. Since these sales are achieved with lower inventory
levels, the productivity of our accounts has improved, which has
further strengthened our relationship with them."

For the first nine months, American Greetings reported net income
of dlrs 38.4 million, or 58 cents per share, compared with dlrs
122.3 million, or dlrs 1.71 per share, for the same period last
year. This year's results include losses of 15 cents per share
from its Internet unit and special charges of 36 cents per share
related to Canadian restructuring efforts.

Sales year-to-date totalled dlrs 1.56 billion, compared with dlrs
1.61 billion a year ago.

American Greetings said its party goods and candle businesses
continued to post strong gains in the quarter. Additionally, Plus
Mark, the company's seasonal card and gift wrap unit, posted
double-digit gains in sales and earnings for the quarter and
nine-month periods.

The Company's UK operations also continued to report strong gains
in both sales and earnings. The UK results have been bolstered in
recent quarters by an innovative new greeting card and licensing
program called "Bubblegum," which has quickly become the UK's
best-selling greeting card program.

Although the financial planning process for fiscal 2001 is not
complete, the Company believes earnings next year should fall
into the range of dlrs 2.65 to dlrs 2.75 per share. That guidance
does not include expected losses from its Internet unit. It also
assumes the pending acquisition of Gibson Greetings is completed
and slightly accretive in fiscal 2001.

If completed, the Gibson transaction is expected to add 30 cents
per share to earnings in its second full year. Assuming the
successful integration of Gibson and continued benefit from other
programs and cost-saving efforts, earnings in fiscal 2002 could
be in the range of dlrs 3.20 to dlrs 3.30 per share.


BRUNO'S: HUFF'S Request to Serve as Estate Claims Representative
----------------------------------------------------------------
"Based upon all of the pertinent facts and circumstances and the
record and all of the proceedings in the Debtors' chapter 11
cases," Walter M. Grant, Bruno's Senior Vice President, General
Counsel and Secretary, tells Judge Robinson by way of an
Affidavit, "the Debtors believe that there is no justification
for the prosecution of the potential claims, if any, relating to
the Leveraged Recapitalization transaction, or any other
claims identified by Huff in [his] Motion.  The likelihood that
any recovery would be obtained through the prosecution of such
claims is remote and speculative.  Their prosecution is not
beneficial to the administration of the Debtors' chapter 11
cases.  [T]he Debtors believe that Huff's prosecution of such
claims, if authorized by the Court, could significantly delay the
chapter 11 cases and the Debtors' emergence from chapter 11.  The
claims, if any, are dealt with in the Debtors' Plan."  
Accordingly, Mr. Grant urges Judge Robinson to deny Huff's
Motion.

Huff's Motion is "grossly inappropriate," the United States
Trustee asserts in her objection to Huff's Motion. "[S]hould the
Motion be granted it would in effect be handing an asset of the
estate or a single entity/constituency rather than providing for
a fair distribution of any proceeds among all parties similarly
situates as is required by the Bankruptcy Code," the U.S. Trustee
says, also noting that Huff's proposal lacks any oversight
mechanisms restricting Huff's ability "to engage in a
folic of its own with the tacit approval of the Bankruptcy
Court."  The U.S. Trustee prays that Judge Robinson deny Huff's
Motion.  

HSBC Bank USA lends its support to Huff's Motion.  The no-cost-
to-the-estate pursuit of the claims for the benefit of the 10-
1/2% Noteholders appeals to HSBC.  HSBC doesn't see how Huff's
pursuit of the causes of action will hinder or frustrate the
confirmation process--except that the Target Defendants won't
like it.  HSBC asks the Court to consider that the Plan not only
enforces the subordination agreement against the Subordinated
Noteholders, it also strips the Noteholders of their subrogation
rights.  Huff is convinced that there's enough value to go
around to pay the Banks in full and wants its opportunity to
share in the excess.  The result, HSBC argues, is both equitable
and consistent with the term of the Indenture. (Bruno's
Bankruptcy News Issue 30; Bankruptcy Creditor's Service Inc.)


ENDICOTT JOHNSON: Files For Bankruptcy
--------------------------------------
Plagued by shrinking sales in shoes, a 107-year-old footwear
chain has filed for Chapter 11 bankruptcy protection.
Endicott Johnson officials made the announcement Tuesday. The
company has slowly fallen from its status as a major
manufacturer. Last year, three of the store's competitors -
Kinney shoes, Chernin, and Thom McAn - closed.

Endicott Johnson's decision came after the footwear retailer
borrowed $7.5 million from Paragon Capital of Needham, Mass., and
was still unable to spark holiday sales.

Shoe spending is not what it once was, according to the U.S.
Department of Labor. It estimated that in 1989, consumers spent
0.85 percent of their income on footwear, compared to 0.70
percent in 1998.

Paragon CEO Stewart Cohen said that the bankruptcy filing is
merely a step toward "business as usual," for the shoe store
chain, which has 61 stores in 13 states.  The company will remain
in business, he said.

"The retail shoe business has been difficult for everyone, and it
hasn't gotten any better the last two or three years," said Ralph
LoVuolo, a consultant serving as Endicott Johnson's interim
president. "We've had continued sales decline and that has led to
cash flow problems," LoVuolo said.  LoVuolo said the company
would disclose its assets and liabilities during a hearing
Wednesday in U.S. Bankruptcy Court in Utica.

Endicott Johnson was founded in 1892 and became a pillar of the
Binghamton area's economy over the next several decades. In its
heyday, the company employed 21,000 workers in 29 plants and
warehouses.  However, in recent years, Endicott Johnson lost
market share to foreign competitors and its business has
dwindled. In April 1998, it closed its last plant and sold its
manufacturing operations to U.S. Industries, a Fortune 500
company based in New Jersey.

Today, Endicott Johnson employs 26 people at its headquarters and
operates 61 Father & Son stores in 13 states, with concentrations
in New York, New Jersey, Florida, Pennsylvania and Illinois. It
employs about 300 full and part-time retail workers.  LoVuolo
said it was too early to say whether any stores would be closed
or any workers laid off. However, he added that Endicott Johnson
had already rid itself of its underperforming stores over the
past several years as it fought to avoid bankruptcy.

Continued erratic sales, spurred by a penchant for discounted
products, finally pushed Endicott Johnson over the brink, LoVuolo
said.  "Customers seldom buy unless shoes are on sale. That's
made it difficult for retailers. As a result, weekly sales have
been very erratic. Up and down and up and down. We are not
unique," LoVuolo said. Indeed. In November alone, two other
prominent regional shoe retailers found themselves in dire
financial straits.

LoVuolo could not estimate how long it would take Endicott
Johnson to reorganize, although he remained optimistic the
company would survive. He noted that Paragon's $7.5 million loan
was crucial assistance because it would provide confidence to
vendors and creditors.


FALLS LEATHER: Likely To Complete its REorganization
----------------------------------------------------
The Broward Daily Business Review reports on December 15, 1999
that the Falls Leather Gallery, the South Florida-based furniture
retailer that spent itself into bankruptcy, now looks likely to
complete its reorganization within a few weeks and re-emerge,
slimmer and wiser.

Company representatives and its largest creditor say Falls
Leather, which had 10 stores when it sought bankruptcy court
protection in January, is close to finishing a reorganization
plan that hinges on reducing overhead.

The company has cut spending so far by closing three stores,
eliminating the service department, reducing advertising expenses
by 30 percent and getting rid of a company plane and a Ferrari
and Porsche driven by the owners.

Falls now has two stores in Miami-Dade and one each in Sunrise,
West Palm Beach, Boca Raton, Fort Myers and Naples.  

To fund an aggressive expansion, Falls Leather Gallery, whose
predecessor was founded in 1974, had spent hundreds of thousands
of dollars in customer deposits on expenses other than the
furniture it had ordered. As a result, the company was using
deposits from new customers to pay for production and delivery of
earlier orders. At the time of the filing, about 2,000 orders for
furniture were outstanding, with no money to fill them.

At a hearing in February, Chief U.S. Bankruptcy Judge A. Jay
Cristol sternly warned that he would shut down the stores unless
Salem produced a plan to make whole those customers who had given
deposits.  In stepped the retailers largest creditor, Industrie
Natuzzi SPA and its U.S. subsidiary, Natuzzi America. The Italian
manufacturer, which was owed about $ 1 million at the time of the
filing, agreed to guarantee delivery of new orders, extend its
credit and lend money to Falls Leather to pay for release of
merchandise that was being held at the Port of Miami.

After the agreement with Natuzzi, the companys second-largest
supplier, Canadian manufacturer Palisser Furniture Corp., also
agreed to guarantee delivery of the furniture.

Falls Leather Gallery now projects about $ 10 million in sales
this year, but much better control of its expenditures.


HARNISCHFEGER: Seeks To Establish Vendor Reclamation Procedures
---------------------------------------------------------------
The Debtors report that, with the assistance of
PricewaterhouseCoopers and Poorman-Douglas Corporation, they have
sifted and sorted through creditors' reclamation demands.  

The Debtors agree to the allowance of reclamation claims against:

Debtor Entity            Number of Claims       Allowable Amount
-------------            ----------------       ----------------
Beloit                        11                   $524,831
Joy                           42                  2,620,893       
P&H                           35                    871,477

Continued reconciliation is necessary for reclamation claims
against:

Debtor Entity            Number of Claims       Unverified Amount
-------------            ----------------       -----------------
Beloit                         6                 $12,279,732
Joy                           22                   1,229,709
P&H                           14                      85,672

The Debtors dispute in their entirety reclamation claims against:

Debtor Entity            Number of Claims         Invalid Claims
-------------            ----------------         --------------
Beloit                         5                    $553,466
Joy                           22                     606,728
P&H                           11                     309,673

(Harnischfeger Bankruptcy News Issue 19; Bankruptcy Creditor's
Service Inc.)


HECHINGER: Home Depot Buys Some Hechinger Locations
---------------------------------------------------
Home Depot Inc. announced that it will purchase the leases of
five Washington-area Hechinger Co. stores, including those in
Annandale, Reston and Fairfax, Va., and Columbia, Md., The
Washington Post reported. The purchase price was not disclosed,
but last month Home Depot paid $15.6 million for a Hechinger
property in Bethesda, Md. Hechinger completed its liquidation
sales this week, after announcing in September that it would
convert its chapter 11 reorganization to chapter 7. Hechinger
Enterprises, a real estate investment firm controlled by the
Hechinger and England families, has agreed to pay $2.6 million
for leases on several other stores, and it will assume the lease
on a store it owns in Washington. (ABI 16-Dec-99)


HVIDE MARINE: Emerges From Chapter 11
-------------------------------------
Hvide Marine Incorporated (OTC Bulletin Board: HMARQ) today
announced that it has completed its exit financing arrangements
and that its Plan of Reorganization has become effective, thereby
marking the Company's formal emergence from Chapter 11, 98 days
after its initial filing on September 8.

"This is a historic day for the Company," commented Jean
Fitzgerald, Chairman, President and CEO.  "We have put Chapter 11
behind us and, in the process, shed more than $430 million in
debt and reduced overhead costs substantially.  While much has
been accomplished, much remains to be done, and we begin our new
life with renewed energy and a focus on strengthening
relationships with customers and suppliers and returning the
Company to profitability as quickly as possible."

As previously announced, the exit financing facility is being
provided by a group of financial institutions led by Deutsche
Bank and consists of $200 million in term loans, a $25 million
revolving credit facility, and $85.5 million of proceeds from
senior secured second lien notes.  The proceeds of these
borrowings have been used to repay the Company's borrowings under
its debtor-in-possession credit facility, which totaled
approximately $255 million, and will be used to pay
administrative and other fees and expenses, and to provide for
future working capital requirements.  Warrants to purchase 6.75%
of the common stock of the reorganized Hvide Marine are being
issued in connection with the senior secured second lien notes,
of which 1.75% represents compensation for financial advisory
services.  The warrants have a nominal purchase price and a term
of seven and a half years.

Distributions of new stock and warrants to creditors and
shareholders under the Plan of Reorganization are expected to be
completed shortly.  As previously reported, the Plan provides
that holders of the Company's 8 3/8% Senior Notes will receive
9,800,000 shares of common stock of the reorganized Hvide Marine,
representing 98% of the new common equity; holders of the Trust
Convertible Preferred Securities will receive 200,000 shares of
common stock of the reorganized Hvide Marine, representing 2% of
the new common equity, together with warrants to purchase an
additional 125,000 shares; and holders of the Common Stock will
receive warrants to purchase 125,000 shares of the common
stock of the reorganized Hvide Marine, or one warrant for every
124 shares currently owned.  The warrants will be exercisable at
$38.49 per share and will have a term of four years.  The Company
expects its new stock and warrants to eventually trade on a major
exchange or Nasdaq.

As previously announced, all general and trade creditors will be
paid in full.

In connection with its Plan of Reorganization, the Company has
reincorporated in Delaware, although its corporate offices will
remain in Florida.  The reorganized Company will be led by its
current management and governed by a new Board of Directors,
whose members include Jean Fitzgerald, Chairman; James J.
Gaffney, Chairman, Vermont Industries; John F. McGovern,
Aurora Capital LLC; Thomas P. Moore, Jr., Senior Vice President,
State Street Research & Management Company; Donald R. Shepherd,
former Chairman and CEO, Loomis, Sayles & Company, LP; and Peter
M. Swift, Director, Seascope Shipping Ltd.

With a fleet of 274 vessels, Hvide Marine is one of the world's
leading providers of marine support and transportation services,
primarily to the energy and chemical industries.  Visit Hvide on
the Web at www.hvide.com.


ICO GLOBAL: ICO and Eagle River Extend Due Diligence
----------------------------------------------------
ICO Global Communications, a global mobile communications company
in bankruptcy, announced that it and Eagle River Investments LLC
have agreed to extend the time period for completion of Eagle
River's due diligence in connection with its investment in ICO,
according to a newswire report. Under an agreement dated Dec. 1,
Eagle River's commitment to the $275 million second tranche of
ICO's debtor-in-possession (DIP) financing is conditioned on,
among other things, Eagle River's satisfaction with modifications
to certain key vendor arrangements by Jan. 18 and completion of
due diligence. On Dec. 3, the Bankruptcy Court for the District
of Delaware granted final approval to ICO's DIP financing in the
amount of $500 million. ICO filed  chapter 11 on Aug. 27.


IRIDIUM: Investors Ensure Service During Restructuring
------------------------------------------------------
Iridium LLC announced that it has obtained a funding commitment
of $ 20 million from current investors led by Motorola. This
funding will be used for ongoing operations while the company
seeks to achieve its financial restructuring. Motorola is seeking
broader participation in the $ 20 million funding commitment from
other current investors. Iridium LLC will request approval of
these arrangements in a motion to be filed on December 10, 1999
with the U.S. Bankruptcy Court for the Southern District of New
York. The company will seek an extension of its current cash
collateral order, which expires on December 15, 1999, through
February 15, 2000 to accommodate these arrangements.

"Our existing investors have stepped forward to provide for
ongoing operations, while we continue to have discussions with
potential new investors," CEO John Richardson said. Discussions
with a number of parties have been held since Iridium filed on
August 13, 1999 for relief under Chapter 11. However, no
investment offers have been made.

The Company noted that recent trading in the stock of its public
investment vehicle, Iridium World Communications Limited, does
not reflect the reality of its financial situation. The stock of
IWCL was de-listed by NASDAQ on November 19, 1999 and is now
trading on the "pink sheets." The company is in a Chapter 11
bankruptcy reorganization proceeding and, based on its debt level
in excess of $ 4 billion and the legal priorities in bankruptcy,
believes that it is highly unlikely that any reorganization will
result in value remaining from the bankruptcy estate for holders
of publicly traded equity.

Throughout the restructuring process, new customers have been
added to the Iridium global service network. Over 50,000
customers have purchased Iridium phones. "The loyalty of our
customers despite the financial challenges we face and the
interest Iridium continues to attract from new customers is
encouraging. Customers can be confident that sales, including
those related to Y2K, will be supported with Iridium's best
efforts to provide a contingency communications alternative,"
said Vice President for Sales and Distribution Sue Kennedy.

As part of the continuation of service to its customers the
company announced that Motorola expects to commence shipments by
year end of its smaller Satellite Series 9505 portable phone.
This second generation subscriber product is smaller and lighter
than the initial generation of Motorola Satellite Series
phones.

The company also announced that Randall W. Brouckman has been
promoted to the position of Chief Operating Officer. CEO John
Richardson said, "Randy Brouckman's promotion to COO will
reinforce the senior management capability of the company during
this critical period." Mr. Brouckman was formerly Senior Vice
President Engineering Systems and Operations.

IRIDIUM LLC became the world's first global satellite phone and
paging company on November 1, 1998. Its network of 66-low earth
orbiting satellites, combined with existing terrestrial cellular
systems, enables customers to communicate around the globe.
Iridium World Communications, Ltd. is the public investment
vehicle of Iridium LLC.


KENAR: VALMATRIX Used To Value Intellectual Property
-----------------------------------------------------
VALMATRIX(R) was recently successfully used by the Federal
Bankruptcy Court, New York Circuit Creditors Committee to value
the trademarks and intellectual property of Kenar Enterprises,
Ltd. The VALMATRIX(R) analysis established a value of 1.8 million
for the trademarks. The Kenar package of trademarks, which
includes Gillian, Schrader, and A.J. Bari, was promptly sold for
nearly the amount established by the VALMATRIX(R) system.  The
winning buyer was Garfield & Marks, a leading women's apparel
company.

VALMATRIX(R) analyzes the value of intellectual property assets
based on numerous parameters including global legal protections,
market differentiation and financial profile. Examples of other
successful valuation clients include: Barneys, The Vatican
Library, Forbes, Macy's, LA Gear, Corning, Marvel, The
Limited, IBM, NCR, and Xerox. IPnetwork.com, the premier
Intellectual Property Marketplace on the web, now offers
valuation of intellectual property as one of its suite of
services for IP owners and has exclusive rights to use the
VALMATRIX(R) system on its site.

According to Wes Anson, Chief Marketing Officer of IPnetwork.com
and creator of the VALMATRIX(R) technology, "We are very pleased
to demonstrate the efficacy of this technology. As the scope of
intellectual property continues to grow, expanding beyond patents
and trademarks to things like domain names, the need for accurate
IP valuation is critical."


LEARNINGSMITH: Agrees To Sell 64 of 87 Store Leases
---------------------------------------------------
The Boston Herald reports on December 15, 1999, that lawyers for
bankrupt educational toy and games retailer Learningsmith Inc.
yesterday said the company agreed to  sell as many as 64 of its
87 store leases to a California retailer with a similar store
concept.

At a Learningsmith bankruptcy hearing in Boston, the company's
lawyers said Store of Knowledge Inc., of Cerritos, Calif., has
signed a non-binding agreement to buy between 40 and 64 of the
store leases.  Learningsmith, which bankruptcy court protection
under Chapter 11 of the federal Bankruptcy Code on Friday, has
launched liquidation sales and plans to shut down all its stores
next month. Learningsmith lawyer Harry Murphy told Judge Carol J.
Kenner that selling the leases would raise up to  $ 3.7 million,
depending on how many  Store of Knowledge buys. Store of
Knowledge would also buy fixtures and furniture, but no
inventory.

Store of Knowledge spokeswoman Dede Dunevant declined comment
yesterday. It was unclear what a deal would mean to
Learningsmith's employees, who stand to lose their jobs.

Lawyers emphasized that the deal is non-binding, and others could
make bids on the leases, including landlords. Learningsmith plans
to hire real estate consultant Keen Realty to auction off its
leases, including the 40 to 64 that
Store of Knowledge wants. Learningsmith lawyer Donald Farrell
said other companies could win those leases by outbidding Store
of Knowledge.

With 71 stores in about 21 states, the California chain  sells
educational toys and games for both children and adults, like the
Learningsmith. The company's Internet site says science, brain
twisters and humor come together at Store of Knowledge. Also like
Learningsmith, the company has deals with public television
stations, which have an equity interest in the stores. The
company's only New England store is in Connecticut.


LEVITZ: MONTHLY OPERATING REPORT -- Month Ended October 31, 1999
-----------------------------------------------------------------
LEVITZ FURNITURE INCORPORATED AND SUBSIDIARIES
Consolidated Condensed Statement of Operations
For the month Ended October 31, 1999
Net Sales            47,760,000
                           
Net Loss            (3,852,000)
Total current liabilities                       181,280,000
                                                  
LEVITZ FURNITURE INCORPORATED AND SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
For the Month Ended 31-Oct-99
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)  (3,852,000)

NET CASH PROVIDED BY OPERATING ACTIVITIES   (8,825,000)
Cash and equivalents at end of period      3,994,000
                                                  

LINCOLN FINANCIAL: Announces Reorganization
-------------------------------------------
Lincoln National Corporation (NYSE:LNC), the parent company of
the Lincoln Financial Group of companies, today announced that it
is reorganizing The Lincoln National Life Insurance Company
(Lincoln Life) to reflect the significant growth potential in its
businesses.

Under the reorganization plan, Lincoln Life will separate its
life insurance and annuity businesses into two distinct
operations, each of which will now report directly to Jon A.
Boscia, president and chief executive officer of LNC.

As part of the reorganization, John Gotta, currently senior vice
president and general manager of the life
manufacturing/operations, will assume the position of chief
executive officer of the life insurance operation. Lincoln
will commence an outside search to fill the position of chief
executive officer of annuities. Steve Lewis, senior vice
president, will head this business in the interim.

Splitting the two businesses results in the elimination of
Gabriel L Shaheen's position as president and chief executive
officer of Lincoln Life. Gabe Shaheen has resigned after
declining another senior level executive position within LFG.
"Gabe has made significant contributions during his career
at Lincoln Financial Group and we wish him well in his future
endeavors," said Boscia.

"With the acquisitions of Aetna's life insurance business and
CIGNA's life and annuity businesses, and organic growth in
annuities, Lincoln Life has grown dramatically and now accounts
for approximately 70 percent of Lincoln's earnings. This new
organizational structure better reflects the increased importance
of the businesses - allowing for more rapid marketplace
responsiveness and strategic flexibility - and represents an
important step to position them for continued growth in the
future," said Boscia.  The life insurance operation will remain
located in Hartford, Connecticut, and the annuity operation will
maintain its operations in Fort Wayne, Indiana.

Boscia added, "John has a demonstrated track record in his area
of expertise and is a strong focused leader who I believe is
extremely well prepared to take the life business to the next
level."

Lincoln National Corporation and its affiliates operate under the
marketing name of Lincoln Financial Group. Headquartered in
Philadelphia, Lincoln Financial Group has consolidated assets of
$96 billion and annual consolidated revenues of $6 billion.

Through its wealth accumulation and protection businesses, the
company provides annuities, life insurance, 401(k) plans, mutual
funds, financial planning, life-health reinsurance and
institutional investment management and advisory services.


LOEWEN: To Sell More Cemeteries and Funeral Homes
-------------------------------------------------
Loewen Group Inc., Vancouver, announced yesterday that it is
seeking the bankruptcy court's approval to sell up to 201 funeral
homes and 170 cemeteries in the United States, according to
Reuters. The company reviewed its funeral home and cemetery
operations and identified another 54 locations that would be
"rationalized" through mergers or restructurings. The second
largest "death care services" provider in Northern America,
Loewen sought protection from creditors in June in both Canada
and the United States. Loewen has until the end of February to
submit its reorganization plan. (ABI 16-Dec-99)


PACIFIC LINEN: Closes After 20 Years
------------------------------------
Pacific Linen, Inc. today announced that it has successfully
liquidated all of its assets in an out of court liquidation in
the United States and a court supervised bankruptcy in Canada.
Effective November 29, 1999, all stores were closed and the
inventory and fixtures sold.  On December 3, 1999, the home
office in Woodinville, WA was closed, and all furniture, fixtures
and equipment were auctioned for the benefit of its creditors.

"This process was difficult and complicated due to the cross
border nature of the company's operations and Canadian and US
junior secured lenders. The senior secured lender, BankBoston
N.A., had its loan fully repaid, and the junior secured lenders
received payment of a significant portion of their original
loans," stated Scott A. Hessler, Pacific Linen's Chairman & CEO.
"We thought that the sooner we completed this process, which was
accomplished in approximately 90 days, the more likely that all
of the secured lenders involved would optimize their return of
capital. I made a commitment to our Board of Directors that I
would see this to completion, and with the help of our employees
and advisors, that objective was accomplished quickly and on
budget."

Before the liquidation, Pacific Linen, Inc. was the largest
specialty retailer of home textiles in Canada, with 28 stores in
that country and the United States.


PAGENET: Shares Double - Overly Optimistic?
-------------------------------------------
THE FORT WORTH STAR-TELEGRAM reports on December 14, 1999
that shares of Paging Network, the world's largest paging
company, more than doubled on December 13, 1999 on speculation
about the value of the wireless-services division it's spinning
off in a planned sale, an analyst said.

Paging Network, known as PageNet, rose 81.25 cents, or 137
percent, to $ 1.40 in Nasdaq trading of 54.1 million shares,
making it the most active stock by volume in U.S. trading.

The company is set to be acquired by Arch Communications Group
for about 78 cents a share in stock, 81 percent less than
PageNet's closing price yesterday.  When the transaction is
completed, which is expected in the first half of 2000, PageNet
will spin off its Vast Solutions unit and give holders of shares
and notes an 80.5 percent stake in the unit.

Messages in Internet chat rooms predicted that the Vast unit will
be worth $ 4 a share to PageNet shareholders, which sent the
stock up, said Prudential Securities analyst Christopher Larsen,
who rates PageNet "hold. "

Larsen said that estimate is very high because it assumes the
unit, which provides wireless services to businesses, is worth
more than it actually is based on current revenue.  The
calculation also fails to account for the stake given to debt
holders and forgets that only 80.5 percent will be given to
holders of shares and debt.

The planned Arch acquisition, on which the spinoff depends, also
may not go through, Larsen said, increasing the risk of investing
in PageNet based on the value of the Vast spinoff.

PageNet has said it might file for Chapter 11 bankruptcy
protection if the sale isn't completed, and the company's
bondholders may reject the sale if they think they could get a
higher price for their debt by filing for Chapter 11, he said.

Arch agreed to buy its larger rival in early November for about
$ 1.36 billion in stock and assumed debt.  The transaction called
for Arch to exchange 0.1247 of a share for each PageNet share.  
The companies also wanted to convert about $ 1.6 billion in debt
and preferred shares into common stock of the combined company.


PIC/N PAY: IBJ Whitehall Provides Revolving Facility  
----------------------------------------------------
IBJ Whitehall Business Credit Corp. announced yesterday that its
newly created IBJ Whitehall Retail Finance unit has concluded an
agreement to provide a $39 million revolving credit facility
to Pic `N Pay Shoes Inc., based in North Carolina, according to a
newswire report. The unit specializes in providing asset-oriented
financing arrangement and a full array of commercial banking
products to middle market retailers and provides senior secured
debt facilities. (ABI 16-Dec-99)


SKYVIEW: EchoStar to Acquire Skyview Media Assets
-------------------------------------------------
EchoStar Communications Corp. (NASDAQ: DISH, DISHP) announced
that its proposed$23 million purchase of certain assets of
SkyView Media Group has been approved by the U.S. Bankruptcy
Court for the District of New Jersey.

"EchoStar's DISH Network is already the industry leader in
delivering our U.S. customers their favorite international
programming, and the acquisition of SkyView assets will only
further strengthen and enhance our diverse ethnic and foreign-
language channel offerings," said Charlie Ergen, chairman and CEO
of EchoStar.

Dependent upon certain terms and conditions, EchoStar expects to
complete the purchase before Dec. 31, 1999.

EchoStar Communications Corp., includes three interrelated
business units:

--   DISH Network(TM) is EchoStar's state-of-the-art direct
broadcast satellite system that is capable of offering over 500
channels of digital video and CD-quality audio programming, fully
MPEG-2/DVB compliant hardware and installation. DISH Network was
also ranked number one in customer satisfaction among
satellite/cable TV subscribers by the J.D. Power and Associates
1999 Cable/Satellite TV Customer Satisfaction Study.

--   EchoStar Technologies Corporation designs, manufactures and
distributes DBS set-top boxes, antennas and other digital
equipment for the DISH Network and various international
customers that include ExpressVu Canada and the Via Digital
system in Spain. ETC provides construction, oversight and project
integration services for customers internationally. ETC also
oversees EchoStar Data Networks Corporation in Atlanta, a leading
supplier of MediaStream(R) technology for distributing Internet
content over satellite networks.

--   Satellite Services provides the delivery of video, audio and
data services to business television customers and other
satellite users. These services include satellite uplink,
satellite transponder space usage and other services. Satellite
Services also administers SKY VISTA, a direct broadcast satellite
service offering popular digital satellite television programming
to viewers in Alaska, Hawaii, Puerto Rico and the U.S.
territories in the Caribbean.

EchoStar V, EchoStar's newest, state-of-the-art, high-power
direct broadcast satellite, launched on a Lockheed Martin Atlas
IIAS rocket on Sept. 23, 1999. EchoStar V, to be located at 110
degrees West Longitude, will allow DISH Network to offer 500
channels, including high definition television, Dolby Digital
surround sound, Internet and high-speed interactive television
and data services, all on a single dish.

DISH Network, which currently serves approximately 3.25 million
customers, is a trademark of EchoStar Communications Corporation.
DISH Network is located on the Internet at www.dishnetwork.com.


STUART ENTERTAINMENT: Receives Court Confirmation Of Its Plan
-------------------------------------------------------------
Stuart Entertainment, Inc. d/b/a Bingo King (OTC Bulletin Board:
STUA) ("Stuart" or the "Company") announced that on December 14,
1999, the United States Bankruptcy Court in Delaware (the
"Bankruptcy Court") confirmed the Company's Plan of
reorganization (the "Plan").  It is expected that the Plan
will become effective before the end of the year.  The Company
had previously filed a petition for relief under Chapter 11 of
the Bankruptcy code (the "Chapter 11 Case") on August 13, 1999,
in order to implement the Restructuring Agreement entered into in
May 1999 with certain of the holders of the Company's $100
million of 12 1/2% Senior Subordinated Notes (the "Notes").

When the Plan becomes effective, Stuart will become a private
company under the name BK Entertainment, Inc. and the Notes will
be converted into 100% of the new common stock of Stuart, subject
to dilution of up to 10% on a fully-diluted basis by shares
reserved for issuance under options to be granted to Stuart's
executive management.  The holders of the Notes will receive a
pro rata share of the new common stock.  The current shareholders
of the Company who have submitted their claims will receive
payments in accordance with the Plan upon it's effectiveness.

As a part of the implementation of the Plan, the Company will
enter into a new $40 million credit facility, which will replace
an existing $30 million credit facility with Foothill Capital
Corporation previously entered into during the pendency of the
Chapter 11 Case.  The revolving credit facility will be used
to fund the Company's working capital needs and the term loans
will be used for capital expenditures and to fund future
acquisitions.

Joseph M. Valandra, Chairman and Chief Executive Officer of the
Company, said, "We are happy to announce that the Bankruptcy
Court has confirmed the Plan.  I'm proud of our team's effort to
bring the Company through this process.  We have all worked very
hard to make this happen.  Combining our enhanced capital
structure with our strong distribution network and employee
base, gives us the foundation for achieving our future goals.  
The rebirth of our company is an exciting time and we look
forward to future opportunities."

Valandra goes on to say, "The confirmation of the Plan fulfills a
promise made to the public, company employees and the
marketplace.  As the market leader, the Company will continue to
aggressively pursue our vision and execute the companies business
plan."

"Throughout the reorganization process, we have continued to
offer what no other company in our industry can offer, a full-
line of integrated products which includes Bingo King(TM), Trade
Products(TM), Bazaar and Novelty(TM) to the most advanced
technology and electronics in the marketplace with Power Bingo
King(TM) brand's, Power Player(TM) and Power Touch(TM).  We are
going to point our collective resources in one direction and
continue to solidify our position as the market leader," said
Valandra.


SUN HEALTHCARE: Considers Self-Insurance To Cut Costs
--------------------------------------------------------------
The Albuquerque Journal reports on December 14, 1999 that
Sun Healthcare Group Inc. expects the cost of its professional
liability insurance to double next year, according to a
bankruptcy newsletter outlining the first meeting of a creditors
committee in its Chapter 11 filing.

The company did not say how much money that would be, but has
previously referred to insurance companies' dropping businesses
in the nursing home industry.

Two of Sun's general and professional liability insurance
carriers said they won't renew Sun's policies when they expire at
year's end, according to Sun's earnings report filed with the
Securities and Exchange Commission last week.

As a result, Sun and other companies are considering self-
insuring some of the general and professional liability risks,
Sun said in its earnings report.

Also at the creditors committee meeting Friday in Wilmington,
Del., Sun's chief operating officer and its treasurer outlined
the company's restructuring strategy. According to the Sun
Healthcare Bankruptcy Newsletter, the tentative plan calls for:

   *Exiting non-core businesses;

   *Exiting unprofitable nursing homes;

   *Focusing on owning more facilities in the future (Sun leases
many of its
current properties);

   *Reducing variable costs through cuts in staff;

   *Reducing fixed costs by obtaining favorable rent agreements.

Sun hasn't determined yet which businesses are the non-core ones,
treasurer Matthew Patrick said at the creditors meeting.
The restructuring is based on Sun's eliminating its debt,
reducing its fixed interest costs and providing Sun with the
financial ability to reinvest in operations, Patrick said.
The company, which is currently preparing its budget for 2000,
said those numbers should be ready in the first few weeks in
January, Mark Wimer, chief operating officer and president, said
at the meeting. The creditors committee has asked Delaware Court
Bankruptcy Judge Mary Walrath to approve the committee's hiring
of Houlihan Lokey Howard & Zukin Financial Advisors Inc.

Among other things, the firm will evaluate the finances and
options of any business plan Sun proposes; advise the committee
in preparing options, business plans and financial projections;
and aid the committee in its negotiations with Sun and other
parties interested in the terms of any proposed plan.

The committee will pay its financial advisers a monthly fee of
$150,000, according to the Sun bankruptcy newsletter. The
committee includes the Bank of New York, Bank of America and
Credit Suisse First Boston Corp.


SUN HEALTHCARE: Motion For Key Employee Retention Program
---------------------------------------------------------
The Debtors ask the Court to approve an employee retention
program for 930 Key Employees necessary for the companies'
survival at a total cost not to exceed $7,525,000.

The Debtors argue that their proposed Retention Program
encourages these employees to remain by providing them additional
compensation if they do keep working for the Debtors.  

The Retention Program applies to the Debtors' top five managers,
and to approximately 930 corporate, regional and facility
managers and employees.  The Retention Program establishes a
$6,000,000 pool for the Debtors' discretionary use as retention
payments to the employees and managers.  In addition, the
Debtors' CEO will receive "incentive payments" of $500,000;
their COO will receive $350,000; their CFO will receive $350,000;
their general counsel will receive $200,00; and their chief
administrative officer will receive $125,000.  These five
executives will not participate in the $6,000,000 pool for
employees and managers. The payments to these five executives are
contingent on a successful Chapter 11 reorganization.  
The Retention Program also establishes severance payments for
certain employees and executives whose employment is terminated
other than for good cause.


TRANSTEXAS: Operating Results For Third Fiscal Quarter
------------------------------------------------------
TransTexas Gas Corporation (OTCBB:TTGGQ) today reported operating
results for its third fiscal quarter ended Oct. 31, 1999. Total
revenues were $29.4 million, with a net loss of $4.8 million, or
$0.08 per share, compared to revenues of $ 32.8 million and a net
loss of $147.8 million for the same period last year.
Year-ago figures includes the impact of a$164.9 million pre-tax
asset writedown, reflecting lower commodity prices, recorded
under the full cost method of accounting. Results for the quarter
ending Oct. 31, 1999 reflect that the Company ceased accruing
interest on its liabilities subject to compromise, as a result of
the Company's Chapter 11 filing.

On April 19, 1999, TransTexas filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code, in order to preserve cash
and give the Company the opportunity to restructure its debt. The
Bankruptcy Court has approved debtor-in-possession financing of
up to$30 million. The Company filed its Second Amended Plan of
Reorganization and First Amended Disclosure Statement on Sept.
29, 1999. A hearing on confirmation of the Plan commenced on Nov.
9, 1999 and is continuing.

Recurring earnings before interest, income taxes, impairment
loss, depreciation, depletion and amortization (EBITDA),
excluding the charges associated with the plan of reorganization,
rose to $20.3 million as compared to $15.9 million in the prior
year quarter. Cash flow from operations was $9.8 million for the
quarter versus $35.1 million in the previous year quarter. Total
capital expenditures were$13.2 million, versus $53.7 million in
the prior year.

Sales of gas, condensate and natural gas liquids for the quarter
were $28.8 million, up 6% from the previous year's $27.2 million.
Total production volume for the quarter was 11.0 billion cubic
feet equivalent (Bcfe) compared to production of 13.7 Bcfe in the
prior year quarter. The volume decline was attributable to the
sale of producing properties sold on Dec. 1, 1998. Average
natural gas pricing was $2.72 per thousand cubic feet (Mcf),
versus $1.94 per Mcf a year earlier. Average crude oil and
condensate pricing was $21.57 per barrel (Bbl), up from $12.22
per Bbl in the year-earlier quarter.

Depreciation, depletion and amortization decreased by $1.6
million primarily due to lower production volumes offset
partially by a $0.63 per Mcfe increase in the depletion rate. The
increased rate was primarily the result of higher acquisition
cost of properties, increased drilling and development costs and
limited results of drilling.

Lifting costs were $0.37 per thousand cubic feet equivalent
(Mcfe) for the quarter, up slightly from $0.35 per Mcfe in the
prior year quarter. General and administrative expenses for the
quarter were reduced to $3.5 million as compared to $4.2 million
in the prior year quarter.

For the nine months ended Oct. 31, 1999, TransTexas reported a
net loss of $ 46.1 million, or $0.80 per share, on revenues of
$77.0 million. This compares to a net loss of $155.4 million, or
$2.70 per share, on revenues of $137.7 million in the first nine
months of fiscal 1999. Prior year results include the cumulative
effects of the asset impairment charge of $186.7 million.

Gas, condensate and NGL revenues for the nine months increased
by$8.2 million from the prior period primarily due do increased
oil and gas prices. Total production volumes for the first nine
months were 33.8 Bcfe, versus 32.0 Bcfe in the prior year. The
average price received for natural gas during the nine-month
period was $2.27 per Mcfe versus $2.11 in the prior year period.
Crude oil and condensate prices increased to $17.63 per Bbl
versus $12.36 in the prior year period. Operating expenses for
the nine months decreased 12% to $15.1 million from $17.1 million
due primarily to decreases in maintenance costs.

TransTexas is engaged in the exploration, production and
transmission of natural gas and oil, primarily in South Texas,
including the Eagle Bay field in Galveston Bay.


TULTEX: Employees Complain To Labor Department
----------------------------------------------
Workers laid off this month by clothing maker Tultex Corp. have
voiced their frustrations to Labor Department officials who came
to address concerns about health benefits and pensions.

About 200 workers, some clearly agitated, packed into the Henry
County administration building Tuesday night for the meeting
arranged by U.S. Sen. Charles Robb, D-Va.

"The company is not telling us anything, so I came here to find
out some answers," said Elex Holland, 51, a 31-year Tultex
employee. "This came as a complete shock to this entire
community."

Tultex, Martinsville's largest employer, laid off 1,100 workers
Dec. 2 before filing for Chapter 11 federal bankruptcy
protection. The company will lay off an additional 450 workers
within the next two months.

At the meeting, the workers were told they could apply for job
dislocation insurance. But many of them said they couldn't afford
the premium on the standard $230-a-week in unemployment benefits.


VENCOR: Motion To Sell Surplus Respiratory Equipment
----------------------------------------------------
One of Vencor's affiliated Debtors, Respiratory Care Services,
Inc., contracted to provide respiratory care services with
various acute care hospitals.  In May, 1999, Vencor decided to
sell or phase out all of Respiratory Care's operations.  Unable
to find a buyer for Respiratory Care, Vencor negotiated an end to
each of its hospital service-care contracts.  All of these
service contracts terminated as of October 31, 1999.  

Prior to the Petition Date, Vencor agreed to sell the respiratory
equipment owned by Respiratory Care to the hospitals.  The
hospitals paid Vencor $188,227 for the equipment prior to the
Petition Date.  The hospitals still owe Vencor approximately
$251,733.  By this Motion, Vencor asks Judge Walrath for
permission to complete the Surplus Respiratory Equipment sales
and collect the $251,733 still owed by the hospitals.

Vencor indicates that the sales price for the respiratory
equipment is book value plus 20%, and that this price represents
fair market value.  The proceeds of the unconsummated sales will
be paid to the DIP Lenders.  

Absent any objection, Judge Walrath granted Vencor authority to
complete these unconsummated sales on an as is-where is basis,
free and clear of all liens and encumbrances, pursuant to 11
U.S.C. Sec. 363. (Vencor Bankruptcy News Issue 8; Bankruptcy
Creditor's Service Inc.)


WIRELESS ONE: MCI Worldcom Eyes Sprint
--------------------------------------
With its acquisition of Wireless One now complete, MCI WorldCom
is looking toward its next target: Sprint Corp.

Wireless One, the Southeast's largest wireless cable TV operator,
officially became part of Clinton-based MCI WorldCom Monday.

"We're happy about the opportunities this is going to provide us,
and we're pleased we were able to come out of Chapter 11 with the
positive circumstances we came out with," said Wireless One
president and now MCI WorldCom executive Henry Burkhalter.  "All
of our creditors are getting their money, the stockholders are
getting some money, our employment base is intact, and we're
able to take advantage of our technology.

"I think it's a win-win situation for everybody."

Wireless One filed for Chapter 11 bankruptcy protection in
February. The reorganization was completed Friday.

Now MCI WorldCom must navigate the tricky process of convincing
Federal Communications Commissions regulators that its proposed
$115 billion acquisition of Sprint won't have a detrimental
effect on long-distance telephone customers.

Over the weekend, an internal FCC memo obtained by The Washington
Post, said the deal was an "intolerable" blow to competition in
the long distance industry. MCI WorldCom is the second-largest
long distance company in the nation and Sprint is the third-
largest. Spokesmen for both companies downplayed the memo and
noted it was written several weeks before the two companies filed
their application for FCC approval of the merger.

Even the author of the memo, Tom Krattenmaker, said in the
document he knew "very little about the proposed merger ... and
so am reluctant to say anything."


BOND PRICING FOR WEEK OF December 13, 1999
==========================================
DLS Capital Partners, Inc., bond pricing for week of December 13,
1999

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07               12 - 15 (f)
Amer Pad & Paper 13 '05              8 - 12 (f)
Asia Pulp & Paper 11 3/4 '05        80 - 82
E & S Holdings 10 3/8 '06           37 - 40
Fruit of the Loom 8 7/8 '06          8 - 9
Geneva Steel 11 1/8 '01             11 - 13 (f)
Globalstar 11 1/4 '04               56 - 58
Hechinger 9.45 '12                  11 - 12 (f)
Integrated Health 9 1/2 '07          7 - 9 (f)
Iridium 14 '05                       5 - 6 (f)
Loewen 7.20 '03                     52 - 54 (f)
Pillowtex 10 '06                    42 - 45
Planet Hollywood 12 '05             28 - 30 (f)
Purina Mills 9 '10                  24 - 26 (f)
Revlon 0 '01                        20 - 22
Rite Aid 6.70 '01                   86 - 88
Sunbeam 0 '18                       15 - 16
TWA 11 3/8 '06                      40 - 42
United Artists 9 3/4 '08            20 - 24
Vencor 9 7/8 '08                    20 - 22 (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
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.

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


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