TCR_Public/991222.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 21, 1999, Vol. 3, No. 246
                     
                     Headlines

ACCESSAIR: Court Denies Interim Financing
ADVANTICA RESTAURANT GROUP: Holders Report Share Ownership
ALGOMA STEEL: Moody's Downgrades Notes and Credit Facility
ARM FINANCIAL: Files for Bankruptcy Protection
ATLAS CORP: Court Confirms Plan

AVATEX: Completes Xetava Merger
AVATEX: Pharmor Reports Ownership of Common Stock
AVATEX: Stockholders Approve Merger
BELDEN & BLAKE: Amends Revolving Credit Agreement
BREED TECHNOLOGIES: Order Authorizes Debtor To Retain Auditors

CODA ACQUISITION: Applies For Order Scheduling Auction
CORAM RESOURCE: Committee Taps Miller Coffey Tate
EXCELSIOR-HENDERSON MOTORCYCLE: Files Chapter 11
FOSTER WHEELER CORP: Subsidiary Receives Adverse Decision
HARNISCHFEGER: Motion To Amend Luscar Dragline Agreement

HARVEY ELECTRONICS: Agreement in Principle With CoolAudio.com
HOMEMAKER INDUSTRIES: Transfer of Manufacturing Operations
LACLEDE STEEL: Granted Extension of Exclusivity and DIP Loan
LAROCHE INDUSTRIES: Moody's Lowers Ratings of Notes
LIFE WATCH, INC.: Case Summary & Largest Unsecured Creditors

LIFEWATCH: Raytel Signs Agreement To Acquire Assets
LOEWEN: Second Motion For Extension of CCAA Stay
LONDON FOG: Seeks To Lease Additional Corporate Headquarter Space
MEDPARTNER PROVIDER: Seeks To Extend Time To Assume/Reject Leases
NUMBER NINE VISUAL: To Sell Assets Through Chapter 11 Filing

PHILIP SERVICES: HydroServe Sale to US Filter For $6.8M
PHILIP SERVICES: Warrenton Sale
RENAISSANCE COSMETICS: Deadline For Filing Proofs of Claim
SAMSONITE: Apollo Reports Holding Shares of Stock
SCOVILL FASTENERS: Reports Nine-Month Results

SHARPE RESOURCES: Subsidiary Announces Filing of Proposed Plan
SILAS CREEK RETAIL: Order Confirms Second Amended Joint Plan
STERLING CHEMICALS HOLDINGS: Annual Meeting Set For January 26
SUN HEALTHCARE: Motion For Key Employee Retention Program
SUN TV: Extension of Exclusive Solicitation Period

TOROTEL: Annual Meeting Set For January 17, 2000
USCI: Holder Reports Shares Of Common Stock
WORLDWIDE DIRECT: Joint Objection To Intrine's Relief From Stay
WSR CORP: Seeks To Extend Exclusive Periods

                    *********

ACCESSAIR: Court Denies Interim Financing
-----------------------------------------
Bankruptcy Judge Russell Hill yesterday denied Des Moines, Iowa-
based Access Air's interim financing plan to use a $1 million
loan from the state, according to a newswire report. The court
said the plan gives too much control to a Des Moines investor who
has agreed to secure the loan. The judge has agreed to hear a
revised plan this week. The airline has suspended daily flights
since filing for chapter 11 protection. (ABI 21-Dec-99)


ADVANTICA RESTAURANT GROUP: Holders Report Share Ownership
----------------------------------------------------------
Loomis, Sayles & Company, L.P. and Loomis, Sayles & Company, Inc.
beneficially own 8,678,527 shares of common stock of Advantica
Restaurant Group.  The two entities exercise sole voting power
over 7,603,588 shares, shared voting power over 764,762 shares,
and sole dispositive power over all 8,678,527 shares.  This
latter number represents 21.68% of the outstanding common stock
of Advantica.

Loomis is an investment adviser.  LS Inc. is a Massachusetts
corporation. Loomis acts as investment adviser to certain managed
accounts which hold shares of common stock of Advantica. The
specified accounts received the account shares in a merger share
exchange. Loomis had previously invested client funds of the
separate accounts in securities of the predecessor.


ALGOMA STEEL: Moody's Downgrades Notes and Credit Facility
----------------------------------------------------------
New York, December 20, 1999 -- Moody's Investors Service
downgraded Algoma Steel Inc.'s senior implied rating to B2 from
B1. Moody's also lowered its rating for Algoma's $350 million of
12.375% first mortgage notes due 2005, to B2 from B1, and lowered
its rating for Algoma's C$250 million secured revolving credit
facility to B1 from Ba3. Algoma's senior unsecured issuer rating
fell to B3 from B2. The rating outlook for Algoma is stable.

Moody's downgrade reflects continuing ramp-up problems at
Algoma's Direct Strip Production Complex (DSPC), operating losses
over the last four quarters, diminished liquidity, the need for
work force reductions in order to cut operating costs, and
Algoma's less diversified product mix now that it has exited the
structural and tubular products businesses in order to
concentrate on sheet and plate products.

The lower ratings more appropriately reflect Moody's revised
projections of Algoma's cash flow over a complete steel cycle,
and the company's reduced financial flexibility. However, the
ratings anticipate higher sheet prices in 2000 and gradually
improved performance at the DSPC, which offers the benefits of
expanded product offerings, improved quality, and reduced rolling
costs. Specifically, Moody's believes that Algoma needs to
generate operating income of about C$20 million per quarter, and
EBITDA of about C$35 million per quarter, by the second or third
quarter of 2000, to support the new, lower ratings. To achieve
this, operating margins per ton must improve by approximately
C$40.

The C$455 million DSPC began commercial production in early 1998,
but has experienced an array of mechanical and electrical
problems that continue to prevent the complex, which combines a
thin slab caster and a hot strip mill, from reaching its full
potential. Algoma had originally expected production to ramp up
to 400,000 tons per quarter by the end of 1998. Today, the DSPC
is operating at about three-fourths of this target, while
producing less than the full range of anticipated products and
sizes. For example, Algoma has yet to commercially produce ultra
light gauge sheet, a strategic capability of the new complex. As
a result of lower production, greater downtime, and lower yield,
Algoma has not been able to realize the C$33/ton cost savings
forecast for the DSPC.

It is not surprising that, combining the DSPC problems with
industry-wide lower steel prices, Algoma's operating cash flow
has failed to cover interest since 2Q99. Over the 12 months ended
September 1999, Algoma's operating loss was C$46 million, EBITDA
was C$21 million, and interest expense was C$83 million.

The downgrade also considers Algoma's diminished liquidity.
Algoma's cash needs in 2000 will be accentuated by higher capex,
approximately C$65 million, which is in line with depreciation
and amortization. Cash interest should be around C$72 million. In
1999, inventory reductions, primarily associated with liquidation
of structural and seamless tube inventories, helped offset
Algoma's operating cash flow deficit. As a result, total debt
increased modestly in 1999, from C$549 million at the end of
1998, to C$564 million as of September 30, 1999. However, unused
availability under Algoma's revolving credit facility fell to
C$130 million at the end of September, compared to C$181 million
in December 1998, due to increased borrowings and the impact of
reduced inventory and increased reserves on the facility's
borrowing base calculation. The credit facility matures July 12,
2000.

Other issues of concern to Moody's as Algoma tries to resolve the
DSPC problems and improve its margins are customer relations and
its ability to downsize the work force. Now that it has exited
the structural and seamless tubular markets, Algoma is dependent
on fewer and more demanding customers. Some sheet customers have
switched to other hot roll suppliers and Algoma may have to
forego price increases to win these customers back. Secondly,
Algoma needs to trim its work force, with the cuts going beyond
the reductions made possible by the DSPC. Algoma is currently
taking 4 man-hours to make a ton of steel, which is high relative
to other producers. Arrangements to lease the idled seamless tube
and structural mills to other steel processors, if successful,
would transfer employees to these operations and help reduce
Algoma's direct labor costs. Employment changes will require the
buy-in of the workers since Algoma's employees and retirees own
and control 25% of the common stock of Algoma, and can elect five
of the thirteen board members. Algoma's labor contracts with the
USWA expire July 31, 2000.

Algoma Steel Inc. is headquartered in Sault Ste. Marie, Ontario.
It produces 2 million tons per year of sheet and plate products.


ARM FINANCIAL: Files for Bankruptcy Protection
----------------------------------------------
ARM Financial Group Inc. and its subsidiary, Integrity Holdings
Inc., filed chapter 11 yesterday in the District of Delaware with
assets of $37.2 million and liabilities of $48.1 million,
according to a newswire report. On Friday, the company said it
planned to sell two insurance subsidiaries to Western and
Southern Life Insurance Co. for $119 million through the
bankruptcy process. ARM has said that it is not certain whether
the net proceeds of the sale will be sufficient to satisfy
creditors' claims. ARM, an insurance holding company based in
Louisville, Ky., lists a $38 million term loan from GenAmerica
Corp. among its 20 largest unsecured claims.   (ABI 21-Dec-99)


ATLAS CORP: Court Confirms Plan
-------------------------------
Atlas Corp., Denver, announced yesterday that the Bankruptcy
Court for the District of Colorado has confirmed the company's
reorganization plan and that the plan will be effective Jan. 10,
according to a newswire report. Per the terms of the plan,
existing shareholders will retain 15 percent of the reorganized
Atlas, while the remaining 85 percent will be divided among
pre-petition creditors. Other terms of the plan call for certain
non-operating assets to be sold over the next two to three years
with the proceeds to be divided between the reorganized Atlas
and the creditors.  


AVATEX: Completes Xetava Merger
-------------------------------
Avatex Corporation has completed its previously announced merger
with Xetava Corporation, in which Xetava merged into Avatex. As
previously announced, at Avatex's meeting of stockholders on
December 6, 1999, the merger was approved by approximately 76% of
the holders of its $5.00 cumulative convertible preferred stock,
76% of the holders of its $4.20 cumulative exchangeable preferred
stock, and 66% of the holders of its common stock.

Under the merger, Avatex's existing preferred stockholders will
receive new common stock of Avatex or, at the election of the
stockholder made prior to the merger, a combination of cash,
secured notes, warrants and other consideration. Based on the
fixed exchange ratios specified in the merger agreement, the
total amount of cash being distributed to electing preferred
stockholders under the merger is approximately
$12,858,000, the total face amount of 6.75% notes due 2002 being
issued by Avatex's wholly-owned subsidiary, Avatex Funding, Inc.,
to electing preferred stockholders is approximately $28,668,000,
and the total number of warrants to purchase new Avatex Class A
common stock being issued to electing preferred stockholders is
approximately 2,319,000. In addition, electing preferred
stockholders received a deferred contingent right to receive a
specified percentage of any net recovery that Avatex may receive
in certain litigation against McKesson Corporation and various
pharmaceutical manufacturers, subject to certain limits.

Based on the fixed exchange ratios specified in the merger
agreement, the preferred stockholders that did not elect to
receive combination of cash, secured notes, warrants and other
consideration in the merger are being issued a total of
approximately 5,840,000 shares of new Avatex Class
A common stock.  Avatex's existing common stock also converts
into new Avatex Class A common stock on a one-for-one basis for
their existing common stock. As a result, there are now
approximately 19,647,000 shares of Class A common stock
outstanding, and Avatex's pre-existing $5.00 preferred stock and
$4.20 preferred stock are no longer outstanding.

Avatex's Class A common stock will be quoted for trading on the
OTC Bulletin Board System under the symbol "AVAT", and warrants
to purchase its Class A common stock will also be quoted for
trading on the OTC Bulletin Board System under the symbol
"AVATW". Avatex Funding's 6.75% notes due 2002 will be quoted for
trading on the National Quotation Bureau "yellow sheets(TM)".

Avatex also announced that, as a result of the merger, all of its
preferred stock and the related cumulative unpaid dividends were
canceled.  This results in a reduction of Avatex's entire $186.3
million redeemable preferred stock liability and a corresponding
reduction of $77.8 million in the cumulative unpaid dividend
liability. Subject to finalizing (i) the valuation of Avatex's
Class A common stock and warrants issued in the merger, (ii) the
discount rate to be used for the 6.75% notes due 2002 issued in
the merger, and (iii) the total amount of expenses related to the
merger, Avatex believes that it will recognize an increase in its
stockholders' equity of approximately $214 to $218 million. In
addition, as a result of the purchase by Phar-Mor, Inc. of
additional shares of Avatex's common stock simultaneously with
the closing of the merger, Phar-Mor now owns a total of
approximately 25% of Avatex's new Class A common stock. Phar-
Mor's additional purchase of Avatex common stock will result in
an additional charge to Avatex's stockholders' equity of
approximately $2.2 million as of December 7, 1999.

Avatex is a holding company that, along with its subsidiaries,
owns interests in other corporations and partnerships. Through
Phar-Mor, Inc., its 38% owned subsidiary, Avatex is involved in
operating a chain of retail discount drug stores devoted to the
sale of prescription and over-the-counter drugs, health and
beauty aids and other general merchandise.


AVATEX: Pharmor Reports Ownership of Common Stock
-------------------------------------------------
Phar-Mor, Inc. beneficially owns 4,948,600 shares of common stock
of Avatex Corporation, representing 25.19% of the outstanding
common stock shares of the company.  Phar-Mor exercises sole
voting and dispositive power over all shares noted above.  Phar-
Mor purchased a total of 2,961,400 common shares between July 17,
1998 and December 7, 1999 on the New York Stock Exchange,
as follows:

Date      Number of Shares         Price per Common Share
          ----------------         ----------------------
07/17/98        28,400                  1.75
07/20/98         3,000                  1.75
07/21/98        18,600                  1.75
07/22/98         7,600                  1.75
07/23/98           200                  1.75
07/24/98           600                  1.75
07/27/98        16,600                  1.75
07/28/98           300                  1.625
07/29/98           100                  1.625
07/30/98         2,300                  1.625
08/04/98        21,300                  1.625
12/07/99     2,862,400                  2.00

Total:       2,961,400

All of the funds used to purchase the above 2,961,400 common
shares were from Phar-Mor's general corporate funds.


AVATEX: Stockholders Approve Merger
-----------------------------------
Avatex Corporation, at an annual meeting of stockholders,
announced its common and preferred stockholders approved the
previously announced proposed merger of Avatex and Xetava
Corporation. Approximately 76% of the holders of Avatex's $5.00
cumulative convertible preferred stock, 76% of the holders of its
$4.20 cumulative exchangeable preferred stock, and 66% of the
holders of its common stock voted in favor of the merger. Avatex
also announced that the Delaware Court of Chancery approved the
settlement of certain litigation that had been brought on behalf
of holders of Avatex preferred stock in 1998. The litigation was
settled in consideration for the terms of the merger agreement
approved by Avatex's stockholders and certain other
consideration.

Under the merger, Xetava will merge with and into Avatex, and
Avatex's existing preferred stockholders will receive new common
stock of Avatex or a combination of cash, secured notes, warrants
and other consideration.  Avatex's existing common stockholders
will receive new common stock of Avatex. Avatex anticipated the
transaction would close on Tuesday, December 7, 1999, after which
its new common stock, notes and warrants may be available for
trading, and its existing $5.00 preferred stock and $4.20
preferred stock will cease to be outstanding.

In addition, Avatex announced that holders of its common stock
re-elected four members of its Board of Directors at the annual
meeting. William A. Lemer and John L. Wineapple were re-elected
to serve on the Board until Avatex's annual meeting of
stockholders in 2001, and Abbey J. Butler and Melvyn J. Estrin
were re-elected to serve on the Board until Avatex's
annual meeting of stockholders in 2002.


BELDEN & BLAKE: Amends Revolving Credit Agreement
-------------------------------------------------
On December 14, 1999, Belden & Blake Corporation and the several
lenders participating in its revolving credit facility amended
the revolving credit agreement. On December 15, 1999, the company
made its semiannual interest payment of $11.1 million on its $225
million of senior subordinated notes.


BREED TECHNOLOGIES: Order Authorizes Debtor To Retain Auditors
--------------------------------------------------------------
By order entered on November 29, 1999, the debtors, BREED
Technologies, Inc, are authorized to retain and employ Ernst &
Young LLP as independent auditors and actuaries.


CODA ACQUISITION: Applies For Order Scheduling Auction
------------------------------------------------------
CODA was a retail clothing divison of Edison Brothers, Inc. In
1999, the debtor, CODA Acquisition Group, Ltd., acquired 155
stores and the inventory therein.  Immediately following the
Acquisition Coda began experiencing unexpedcted losses due to
lower than expected gross margins and higher than expected
general and administrative expenses.  As a result, Coda's trade
credit ultimately became significantly restricted.  After
evaluating its options, Coda decided to lqiuidate.  The debtor
has already closed over 40 of its stores.  It is anticipated that
Gordon Brothers will conclude the Store Closing Sales in the next
month, and the rental obligaitons on such stores will shift back
to the debtor.  Therefore, the debtor seeks to market and sell
the leases as soon as possible to avoid administrative claims
associated with rent and related expenses.

The debtor believes that it will be in a position to have
completed its marketing efforts for the leases on or before
December 22, 1999 and, at that point in time, to request the
court to conduct an auction for the leases, and to reject the
leases not assigned.  The debtor seeks an order approving the
auction and the breakup fees.


CORAM RESOURCE: Committee Taps Miller Coffey Tate
-------------------------------------------------
The Official Committee of Unsecured Creditors of Coram Resource
Network, Inc. and Coram Independent Practice Association Inc.
seek an order of the Bankruptcy Court approving its application
to employ Miller Coffey Tate LLP as accountants.

The firm will provide the following services:

Review the debtors' books and records.

Investigate and analyze the alleged security interest of secured
creditors or bond holders.

Analyze operations and prepare recovery analyses under a range of
circumstances.

Analyze the financial transactions of the debtor to determine if
fair value consideration was paid; to determine if fraudulent
conveyances occurred; to determine if transfers to creditors were
not in the ordinary course of business on account of antecedent
debt; and to determine if there were unusual granting of security
interest to secure antecedent debt.

Provide consultation on the healthcare financial accounting
aspects of certain transactions including the impact with third
party payors, Medicare, Medicaid and other regulatory agencies.

Provide litigation consultation on potential matters that may
arise;

Render accounting tax and consulting assistance to the Committee
in its investigation of the acts, conduct, assets, liabilities
and financial condition of the debtors, and

Perform such other accounting tax and consulting services as may
be required and in the interests of the Committee of Unsecured
Creditors.

The normal hourly rates for the senior accountants of the firm
range from $100-$165, for Managers ranges from $170-$190 and for
Partners/principals ranges from $195-$265.


EXCELSIOR-HENDERSON MOTORCYCLE: Files Chapter 11
------------------------------------------------
Excelsior-Henderson Motorcycle Manufacturing Co., Belle Plaine,
Minn., announced yesterday that it will file for chapter 11
protection today in the District of Minnesota, according to a
newswire report. The company said the filing is necessary because
despite gains in operations, the company has been unable to
obtain additional financing. Attorney Michael Meyer of Ravich,
Meyer, Kirkman, McGrath & Nauman in Minneapolis said, "This is a
severe step that we would have preferred not to take. However it
does provide the necessary breathing room for the company to
continue to seek the financing or a strategic transition..." The
company plans to file its plan with the court once it has secured
a commitment for financing or a strategic transaction. Excelsior-
Henderson also announced that it has temporarily ceased
manufacturing operations, and as a result, had to lay off 101 of
its 116 employees. Associated Press reported that the publicly
traded, taxpayer-subsidized company owes taxpayers about $8
million and that the company lost $19 million on sales of $22.2
million during the first nine months of the year. (ABI 21-Dec-99)


FOSTER WHEELER CORP: Subsidiary Receives Adverse Decision
---------------------------------------------------------
A subsidiary of Foster Wheeler Corporation formerly known as
Glitsch, Inc., has received an adverse decision in connection
with a patent infringement and trade secret misappropriation
lawsuit which has been pending against it in the United States
District Court, Northern District of Texas, Dallas Division, for
over 16 years. The suit was brought by Koch Engineering Co.,
Inc. and its licensor, Sulzer Brothers Limited of Switzerland, in
1983. Glitsch sold substantially all of its business and assets
in 1997. The subsidiary will appeal the decision.

The judgment awarded compensatory damages against the subsidiary
in the amount of $20.8 million, plus pre-judgment interest in an
amount yet to be calculated by the Court and punitive damages in
an amount equal to 50% of compensatory damages.

The subsidiary has been advised by its counsel that the Court's
decision contains numerous legal and factual errors subject to
reversal by an appeal.

Foster Wheeler Corporation is a global company offering, through
its subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operations and environmental services.  The
corporation's headquarters are at Clinton, N.J.


HARNISCHFEGER: Motion To Amend Luscar Dragline Agreement
--------------------------------------------------------
The Debtors ask Judge Walsh to approve an amendment to a dragline
agreement among Harnischfeger Corporation of Canada ("HarCan"),
Harnischfeger Corporation ("Harnco"), and Luscar Ltd.  HarCan is
not one of the Debtors.  It is a wholly owned subsidiary of
Harnco.

The dragline agreement requires HarCan to complete construction
of a dragline for Luscar in Saskatchewan by December 15, 1999.
HarCan cannot meet this completion date. Luscar had paid HarCan
approximately $40 million of the $45 million contract price as of
the Petition Date.  HarCan has agreed to transfer title to the
dragline to Luscar before the dragline is completed.  In return,
Luscar's bank agrees to issue an irrevocable letter of credit to
HarCan for the final $5 million owed, and Luscar agrees to
waive HarCan's failure to complete the dragline on time.  In
addition, Harnco and Luscar are executing a side agreement
amending the original dragline agreement. The Debtors explain in
their Motion, "Of critical importance in this Side agreement is
that Luscar stipulates that Harnco's consent to the Dragline
agreement in no way transforms Harnco's prepetition guaranty into
a postpetition guaranty." (Harnischfeger Bankruptcy News Issue
17; Bankruptcy Creditor's Service Inc.)


HARVEY ELECTRONICS: Agreement in Principle With CoolAudio.com
-------------------------------------------------------------
Harvey  Electronics, Inc., has reached an agreement in principle
with CoolAudio.com, Inc., to merge the two companies through an
exchange of common stock.  The proposed merger will result in
CoolAudio's shareholders owning approximately 80% of the newly
combined entity. The combined company will have in excess of 16
million shares of common stock outstanding.

The proposed merger is subject to, and contingent upon, the final
approval of the Board of Directors of the respective companies,
the execution of definitive merger documents, and the affirmative
vote of the shareholders of both companies.  There can be no
assurance that the proposed merger will be consummated.

"There are tremendous synergies between Harvey Electronics and
CoolAudio. The depth of Harvey's relationships with high-end  
manufacturers and its long established reputation for quality
merchandise and service, when combined with CoolAudio's
infrastructure and state-of-the-art e-commerce technologies will
give consumers  unparalleled opportunities.  The combined
company will enable consumers to shop and buy Best of Class home
entertainment products via the website in the comfort of their
homes or in the relaxed low pressure atmosphere of one of
Harvey's seven retail showrooms",  stated Raj Bhatia,
Chairman and CEO of CoolAudio and Franklin Karp, President of
Harvey Electronics.

Mr. Karp continued, "This merger will not only further enhance
our traditional retail business, but more importantly it will
position us to capitalize on the convergence of information
technology and the  Internet. It will be a new Harvey Electronics
for a new Millennium."

Mr. Bhatia added,  "This marriage will bring together the best of
traditional brick and mortar stores with all the advantages of
the Internet.  It will serve as a blueprint for additional,
similar and equally complementary relationships across the
country.  Whether on the web, in a Harvey showroom, or on the
phone, any day of the week, a trained audio/video specialist
offers superior customer service and support before, during and
after the sale.  Through a developing nationwide network of
installers, Harvey/CoolAudio will be able to deliver, set-up and
demonstrate a home theater system, anywhere in the country."

Harvey Electronics is a New York based retailer of high quality,
exclusive home theater and audio products.  The company currently  
operates six Harvey locations: two in Manhattan and four suburban
locations in Paramus,  New Jersey; Mt. Kisco, New York;
Greenwich, Connecticut; and in Greenvale/Roslyn, on the north
shore of Long Island.  The new Bang & Olufsen branded store in
the Union Square area of lower Manhattan is the company's seventh
store.

CoolAudio, an innovative on-line retailer, is the first e-
commerce company to offer "Best of Class" audio and video
products in all price categories from leading manufacturers
around the world.  Its mix of exclusive and popular products is
customized to meet individual tastes and budgets and is
supported by a network of custom installation  professionals and
dealers, on-line advice and in-depth information  resources.  
Based in New York City, CoolAudio operates fulfillment and
customer support operations in Charlottesville, Virginia.


HOMEMAKER INDUSTRIES: Transfer of Manufacturing Operations
----------------------------------------------------------
The debtor, HomeMaker Industries, Inc. announces that in order to
reduce its manufacturing costs, it will shut down its Charleston,
South Carolina manufacturing facility located at 7555 Spartan
Boulevard, North, North Charleston, South Carolina on or before
January 31, 2000 and move its rug manufacturing operations to a
plant currently leased by the debtor's subsidiary, Homemaker de
Mexico, located in Matamoros, Mexico.  The Matamoros Facility was
opened in or about July 1998.  The debtor estimates that the
complete transition of its manufacturing operations will result
in an annual saving of approximately $1 million.


LACLEDE STEEL: Granted Extension of Exclusivity and DIP Loan
------------------------------------------------------------
On Dec. 17, the U.S. Bankruptcy Court in St. Louis granted
Laclede Steel Co. an extension of its exclusive period to file a
plan of reorganization and solicit plan acceptances through Jan.
31 and March 31, respectively. Court documents further indicate
that the manufacturer of carbon and alloy steel products got an
extension of its $85 million debtor-in-possession financing
facility from Bank of America N.A. and Bank of New York for an
additional six months.  (The Daily Bankruptcy Review and ABI
December 21, 1999)


LAROCHE INDUSTRIES: Moody's Lowers Ratings of Notes
---------------------------------------------------
New York, December 20, 1999 -- Moody's Investors Service lowered
the ratings of LaRoche Industries, Inc.'s $174 million and $1
million senior subordinated notes, due 2007 and 2004
respectively, to Ca from Caa2, and the rating of its $90 million
senior secured credit facility and its $30 million senior secured
term loan, to Caa1 from B3. The senior unsecured issuer rating is
Ca. The senior implied rating is Caa3. The rating outlook is
negative. The rating action and negative outlook reflects the
further deterioration in the financial condition of the company
since the July 23, 1999 rating downgrade, greater uncertainty
concerning the degree of support which the financial community
will provide, and a high risk of default and loss to creditors.
The downgrade continues to reflect the low trough prices of its
cyclical commodity products, nitrogen and chlor-alkali, its
product concentration, very high leverage, negative book equity,
net losses experienced for the last two years, and negative
operating income for the fiscal year ended February 1999 and for
the six months ended August 31, 1999. In addition, lack of
liquidity resulted in a September 1999 amendment to the revolving
credit facility agreement to permit the inclusion of certain non-
trade receivables in its borrowing base through December 10, 1999
which management has advised was subsequently extended through
January 10, 2000. The long-term debt was reclassified as current,
and the company hired advisors to consider alternatives. Moody's
recognizes that chlor-alkali prices have improved in recent
months, a further price increase is announced for January, and
prices may improve further in 2000. However, the outlook for
nitrogen prices remains depressed, and the company's financial
condition is fragile. LaRoche Industries, Inc. headquartered in
Atlanta, Georgia, produces nitrogen and chlor-alkali chemical
products.


LIFE WATCH, INC.: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor:   LifeWatch, Inc.
          1351 Abbott Court
          Buffalo Grove, Illinois 60089

Petition Date:  December 17, 1999   Chapter:  11

Court:  District of Delaware

Debtor's Counsel:

James H.M. Sprayregen
Matthew N. Kleiman
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 606011

Robert S. Brady
Young Conaway Stargatt Taylor, LLP
11th Floor, Rodney Square North
Wilmington, DE 19899-0391

Total Assets:  Between $10 million to $50 million
Total Debts:   Between $1 million to $10 million

Largest Unsecured Creditors:

Creditor                 Type of Claim           Amount
--------                 -------------           ------
Federal Express Corp.     Trade Debt       $ 127,955.04
Alarla Medical Systems    Trade Debt         112,476.76
Remanufactured Business   Trade Debt         104,188.64
Quinton Instrument Co.    Trade Debt         103,182.35
R J Contracting Service   Trade Debt          93,306.84
Ratin Medical             Trade Debt          56,840.00
Padco Lease Corporations  Trade Debt          52,467.15
GE Capital Trans Leasing  Trade Debt          28,545.10
Baysoftware               Trade Debt          24,918.55
DVI, Inc.                 Trade Debt          23,376.48
Matthews Professional     Trade Debt          22,572.85
Paccart Associates, L.P.  Trade Debt          18,000.00
Crocker Realty Trust      Trade Debt          17,272.11
Imperial Business Credit, Inc. Trade Debt     16,090.00
Cordigital Card Guard USA Trade Debt          15,567.00
GE Capital CPLC           Trade Debt          15,532.00
Crocker Realty Trust      Trade Debt          13,300.78
Circle Brands Office Supply Trade Debt        12,382.53
Lucent Technologies         Trade Debt        11,084.24
3M                          Trade Debt        11,674.76


LIFEWATCH: Raytel Signs Agreement To Acquire Assets
---------------------------------------------------
Raytel Medical Corp., San Mateo, Calif., announced yesterday that
it has signed a definitive agreement to acquire substantially all
of the assets and assume specific liabilities of LifeWatch
Inc. of Buffalo Grove, Ill., according to a newswire report.
LifeWatch is currently operating as a debtor-in-possession
pursuant to the authority of the Bankruptcy Court in the District
of Delaware. LifeWatch is a wholly-owned subsidiary of Sabratek
Inc., which is also in bankruptcy protection in the Delaware
court. (ABI 21-Dec-99)


LOEWEN: Second Motion For Extension of CCAA Stay
------------------------------------------------
"While the progress being made may appear to be glacial it
appears to be positive," Mr. Justice Farley observed at a hearing
in Toronto convened on November 23, 1999, to consider the
Applicants' Second Motion for an extension of the deadline for
the filing of a plan of arrangement or compromise and a stay of
creditor actions under the CCAA.  

"The Canadian end of matters appears to have been appropriately
streamlined and we must take into account and accommodate the
process in the USA which is under the capable supervision of
Judge Walsh," Mr. Justice Farley opined, granting the Applicants
an extension to June 30, 2000.

Loewen, with the help of its legal and financial advisers, has
developed a time line which it believes is reasonable to
successfully conclude its Insolvency Proceedings.  Bradley D.
Stam, LGII's Senior Vice President, Law, outlined for Mr. Justice
Farley the significant matters which have been identified and
will require resolution:

* Complete the review of executory contracts and other agreements
to determine whether to assume or reject the contracts.

* Complete the development of a new business plan

* Develop a post reorganization corporate structure

* Complete the claims process in Canada and the United States

* Analyse avoidance and preference actions

* Negotiate a plan of arrangement with creditors

* Develop a plan of reorganization and disclosure statement

* Develop appropriate corporate governance provisions.

* Conclude all necessary balloting, meeting and court approval
processes

* Obtain all necessary regulatory consents.

* Effect the completion of the restructuring process.

"After a thorough review and because so many of the required
steps are dependant upon completion of other steps or matters, I
believe it is highly likely that the Insolvency Proceedings will
not be concluded until the third or fourth quarter of 2000," Mr.
Stam advises, assuring the Canadian Court that "the expected time
frame to conclude the restructuring process has been discussed
with the Creditor's Committee and their advisers."  In all
events, Mr. Stam makes clear, the Company does not believe that
the Insolvency Proceedings will be concluded by June 30,
2000.  The Company expects, in June 2000, to be seeking a further
extension to a realistic date for conclusion of the Insolvency
Proceedings. (Loewen Bankruptcy News Issue 16; Bankruptcy
Creditor's Service Inc.)


LONDON FOG: Seeks To Lease Additional Corporate Headquarter Space
-----------------------------------------------------------------
The debtor, London Fog Industries, Inc. and certain subsidiaries
seek authority to enter into a lease for space that will expand
the debtors' existing office space in Seattle, Washington.

The debtors have entered into the lease with Selig Real Estate
Holdings, Eight, for office space consisting of approximately
8,917 square feet, for a term expiring in September 2003, with an
option to extend for three years for a rental beginning at
approximately $18,500 per month.


MEDPARTNER PROVIDER: Seeks To Extend Time To Assume/Reject Leases
-----------------------------------------------------------------
The debtor, MedPartners Provider Network, Inc., seeks an order
extending for ninety days the time within which the debtor must
assume or reject any and all unexpired leases of non-residential
real property.  The motion seeks to extend the time through and
including March 8, 2000.

The debtor seeks to reserve the right to assume or reject the
leases pending disposition of the Owned Premises in order to
ensure the preservation of potentially valuable assets or the
ability to reject major liabilities.

   
NUMBER NINE VISUAL: To Sell Assets Through Chapter 11 Filing
------------------------------------------------------------
Number Nine Visual Technology Corp., Lexington, Mass., announced
yesterday that it will sell substantially all of its assets to S3
Inc., a leading developer and manufacturer of interactive
multimedia products through a chapter 11 filing made yesterday in
the District of Massachusetts.  According to a newswire report,
Number Nine has requested authorization to consummate the
sale in order to maximize the value of the estate for the benefit
of stockholders. S3 Inc. has proposed to pay $4.8 million for the
assets, but the sale is subject to higher bids. Number Nine
is a leading supplier of high-performance visual technology
solutions. (ABI 21-Dec-99)


PHILIP SERVICES: HydroServe Sale to US Filter For $6.8M
-------------------------------------------------------
After a significant bidding process, the debtors, Including PSC
Enterprises Inc. seek approval of a sale agreement with U.S.
Filter for $6.848 million.  The debtors will sell to US Filter
their 50% interest in HydroServe.

The consent of Conoco is critical to the consummation of the
sale.  The sale of the debtors' interest in HydroServe is,
according to the debtor, within the debtors' sound business
judgment.


PHILIP SERVICES: Warrenton Sale
-------------------------------
The debtors are seeking authority to sell their copper smelter
and granulating facility located in Warrenton, Missouri to
Warrenton Copper LLC for a purchase price of $2.5 million.  The
debtors are providing auction procedures in the event of any
competing bids. Competing bids must be in the amount of $200,000
in excess of the purchase price.  A hearing with respect to the
sale will be held on December 29, 1999 at 9:00 AM.


RENAISSANCE COSMETICS: Deadline For Filing Proofs of Claim
----------------------------------------------------------
On December 7, 1999, the US Bankruptcy Court for the District of
Delaware entered an order fixing 4:00 PM on January 31, 2000 as
the Bar Date, the last date for filing proofs of claim or
interest against the debtors.


SAMSONITE: Apollo Reports Holding Shares of Stock
-------------------------------------------------
Apollo Investment Fund, L.P. and Apollo Advisors, L.P. hold
5,945,901 shares of the common stock of Samsonite Corporation,
over which they exercise sole voting and dispositive power.  
Additionally, they hold 11,891,090 shares of common stock of the
company, and exercise shared voting and dispositive power. The
11,891,090 shares of common stock in the aggregate represents
60.3% of the outstanding common stock of Samsonite.

Lion Advisors, L.P. holds no sole voting and dispositive power,
however, Lion exercises shared powers over the 11,891,090 shares
of common stock mentioned above.

On December 3, 1999, Apollo Investment Fund converted 984 shares
of Convertible Preferred stock into 4,166,667 shares of common
stock.

5,945,189 shares of common stock are currently held by Lion in a
managed account on behalf of Artemis.  In light of the retention
by Lion of certain rights of disposition and financial interests
in the Artemis shares, the Artemis shares have been included
here; however, the entities disclaim beneficial ownership of
these shares.


SCOVILL FASTENERS: Reports Nine-Month Results
---------------------------------------------
Net sales decreased $1.9 million, or 2.7%, from $70.9 million to
$69.0 million during the nine months ended September 30, 1999,
compared with the nine months ended September 30, 1998.   The net
loss available to common stockholders was $8.6 million in the
nine months ended September 30, 1999 compared to $7.5 million in
the nine months ended September 30, 1998.

In the three months ended September 30, 1999, compared with three
months ended September 30, 1998, net sales decreased $0.1
million, or 0.5%, from $21.9 million to $21.8 million. The net
loss was $4.5 million in the three months ended September 30,
1999 compared to $2.9 million in the three months ended September
30, 1998.


SHARPE RESOURCES: Subsidiary Announces Filing of Proposed Plan
--------------------------------------------------------------
Sharpe Resources Corporation's wholly owned subsidiary Sharpe
Energy Company (SEC) announced today that the Company has
filed with the U.S. District Bankruptcy Court of the Southern
District of Texas a proposed plan of reorganization in accordance
with federal bankruptcy laws. The plan of reorganization sets
forth the means for satisfying claims, including liabilities
subject to compromise and subsequent adjustments to the plan.

In general the proposed plan provides for the following:

Secured debt (which includes principal balance plus accrued
interest as of August 1, 1999 of approximately $2.5 million) will
receive on the effective date of the plan an initial payment of
at least $1 million to be applied to principal plus all accrued
and unpaid interest and all reasonable fees and expenses. The
balance of the principal, together with interest, will be repaid
over 18 months.

The agreed to secured (vendor) lien claims can take a secured
note at closing and receive payment in full in quarterly payments
over two years at 6 % interest. (Payments would commence 90 days
after the payment of the secured debt has been paid in full.)
Alternatively, the secured (M&M) lien claims have the option to
accept a payout of 50 % of the allowed claim on the latter of the
effective date, the allowance date or the closing date in full
satisfaction of its claim.

The unsecured claims can take a note at closing and receive
payment in quarterly payments over two years. (Payments will
commence 90 days after the date that the secured and secured
[vendor] lien claims have been paid in full.) Alternatively, the
unsecured claims will have the option to accept a payout of
25 % of the allowed claim on a pro rata basis within 30 days
after the closing date.

Sharpe Resources Corporation has negotiated a US $2.3 private
placement financing. Schwartz Investments Corporation and Palos
Capital Corporation of Montreal, Quebec have agreed to complete a
US $2.3 million debenture financing subject to a due diligence
evaluation, US Bankruptcy Court and regulatory approvals. The
term of the debenture is five years, 12 % fixed interest rate
coupon with quarterly interest and principal payments which
includes 2.3 million warrants exercisable for three years at
$C0.25 per warrant. This transaction is expected to close by the
end of February 2000.

The consummation of a plan of reorganization will require
bankruptcy court approval and is expected to be voted on by the
Company's creditors and shareholders entitled to vote. At this
time, no assurances can be given that the plan of reorganization
submitted by the Company will be approved or when the effective
date of the plan will be set; however, at the present time, the
Company anticipates that a hearing to consider its plan will be
scheduled in early January, 2000. It is not possible to predict
the outcome of the bankruptcy proceedings and its effect on the
business of the Company or on the interests of creditors and
stockholders.
    

SILAS CREEK RETAIL: Order Confirms Second Amended Joint Plan
------------------------------------------------------------
An order confirming the debtors' second amended joint plan of
reorganization was entered on November 30, 1999.  The Effective
Date occurred on December 10, 1999.


STERLING CHEMICALS HOLDINGS: Annual Meeting Set For January 26
--------------------------------------------------------------
Sterling Chemicals Holdings Inc. will hold its Year 2000 annual
meeting of stockholders on Wednesday, January 26, 2000 at 9:00
a.m. in Rooms Dogwood A and B of the Hyatt Regency Hotel at 1200
Louisiana Street, Houston, Texas. During the meeting an
operations report detailing the he operations of the company
during fiscal 1999 and its plans for fiscal 2000 will be given.
Directors and officers of the company will be present to respond
to appropriate questions from stockholders.

At the annual meeting stockholders will be asked to vote on both
of the following proposals:

o    The election of ten directors, each of whom will hold office
until the annual meeting of stockholders in 2001 and until his
successor has been duly elected and qualified; and

o    The ratification and approval of the appointment of Deloitte
& Touche LLP as independent accountants for the fiscal year
ending September 30, 2000.

Stockholders will be entitled to vote on each of these proposals
if they were a stockholder at the close of business on December
6, 1999.


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


SUN TV: Extension of Exclusive Solicitation Period
--------------------------------------------------
Sun TV and Appliances, Inc. and Sun Television and Appliances,
Inc. were granted an extension of the exclusive period to solicit
acceptances of a plan of liquidation filed September 30, 1999.
The extension is extended through January 18, 2000.


TOROTEL: Annual Meeting Set For January 17, 2000
------------------------------------------------
Stockholders of Torotel Inc. are invited to attend the annual
meeting of the shareholders of the company, a Missouri
corporation, to be held at 4:30 p.m. local time on Monday,
January 17, 2000, at the Corporations offices in
Grandview, Missouri, to transact the following business:

1.  To elect three members to serve on the Board of Directors of
the Corporation until the next annual meeting of shareholders and
until their successors have been duly elected and qualified,
unless they shall sooner die, resign or be removed;

2.  To consider and vote upon a proposal to reduce the par value
of the Corporations common stock from $.50 per share to $.01 per
share and to reduce the stated capital of the Corporation
effective upon the close of business on the day a Certificate of
Amendment to the Corporations Articles of Incorporation and such
other documents as are necessary to effect a reduction in stated
capital are filed with the Secretary of State of Missouri; and

3.  To transact any other business which properly presents itself
for consideration.

Stockholders of record at the close of business on November 30,
1999, will be entitled to receive notice of and to vote at the
meeting.  


USCI: Holder Reports Shares Of Common Stock
-------------------------------------------
The Laura Huberfeld/Naomi Bodner Partnership beneficially owns
460,000 shares of the common stock of USCI Inc., representing
less than 5% of the company's outstanding common stock shares.  
The Partnership exercises sole voting and dispositive power over
the 460,000 shares.

Huberfeld-Bodner Family Foundation, Inc., beneficially owns
10,417,500 shares of the common stock of the company having used
internal working capital to purchase.  The Foundation holds sole
voting and dispositive power over the shares which represent
11.3% of the outstanding shares of common stock of USCI Inc.

The actual percentage ownership of the Partnership amounts to
0.49%. In addition, the Partnership owns 94.79 shares Series D
Convertible  Preferred Stock, par value $.01 with a stated value
of $8,000. The Foundation owns 67.71 shares of Preferred Stock.

On December 2, 1999 the Partnership donated an aggregate of
14,122,500 shares of common stock to four separate institutions.


WORLDWIDE DIRECT: Joint Objection To Intrine's Relief From Stay
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Worldwide
Direct, Inc., et al. objects to the motion of Intrine
Communications LLC and Intrine LLC's motion for relief from the
automatic stay.

The creditors, Intrine Communications LLC and Intrine LLC filed
proofs of claim aggregating approximately $510 million.

The debtors and the Committee dispute the validity and amount of
the claim.  By seeking termination of the automatic stay, the
Committee claims that Intrine is attempting to circumvent the
standard bankruptcy claims-resolution process to which it
consented by filing its proof of claim. The Committee and the
debtor argue that the court is not compelled to allow the Intrine
claim to be arbitrated.  Because of the significance of the claim
and because the claim involves the resolution of a contract
dispute that the debtor and Committee claim is routine, the
issues should be resolved in a bankruptcy forum.  The Committee
and the debtors request that the court deny Intrine's motion.


WSR CORP: Seeks To Extend Exclusive Periods
-------------------------------------------
The debtors, WSR Corporation, R&S/Strauss, Inc. and their
affiliates seek to extend exclusive periods in which to file a
plan of reorganization and to solicit acceptances thereto.  A
hearing to consider the motion will take place on January 4,
2000. The debtors request the entry of an order extending their
plan exclusivity period and solicitation exclusivity period for
sixty days, to and including February 11, 2000 and April 11,
2000.  The requested extensions are necessary to afford the
debtors sufficient time to finalize and implement their plans for
a sale of their assets and to propose and confirm a chapter 11
plan or plans.  At the present time the debtors and a prospective
purchaser are finalizing the terms of an Asset Purchase agreement
which will be submitted to the court in connection with a motion
to sell the debtors' assets subject to higher and better offers.  
The debtors and Committee are making significant strides towards
a consensual resolution of the case.

                    *********

A listing of Meetings, Conferences and Seminars appears each
Tuesday in the TCR.

Bond pricing, appearing each Friday, is supplied by DLS Capital
Partners, Dallas, Texas.  

                  *********

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., Trenton, NJ, and Beard
Group, Inc., Washington, DC.  Debra Brennan, Yvonne L. Metzler,  
Marlen O. Del Mar and Ronald Ladia, 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
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contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
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are $25 each.  For subscription information, contact Christopher
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