TCR_Public/991228.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
     Tuesday, December 28, 1999, Vol. 3, No. 250
                     
                     Headlines

ACCESS AIR: Gets Approval for State Loan
ADLER COLEMAN: Court Rules that SPIC Need Not Pay Claims
ALTIVA FINANCIAL: Beginning To Implement Strategic Initiatives
ARM FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
BAPTIST FOUNDATION: Applies To Retain Odyssey Capital Group LLC

CODA ACQUISITION: Deadline For Filing Proofs of Claim
CRIIMI MAE: Files Amended Plan
DAEWOO MOTOR: South Korean Government To Sell Daewoo Motor Co.
HARNISCHFEGER: Bid on Beloit Corp. To Be Made Public in January
INCOMNET: Order Approves Employ of Dickstein Shapiro

JUST FOR FEET: Possible Buyout in Early January
KAMPEN & ASSOCIATES: Confirmation Hearing Set
LOEWEN: Motion For Approval of $70M Neweol Factoring Pact
MEDPARTNERS PROVIDER: Seeks Emergency Extension To Solicit Votes
MOBILE ENERGY: Seeks Extension of Time To Assume/Reject Leases

MOBILE ENERGY: Seeks Order Further Extending Exclusive Periods
PLAY BY PLAY TOYS & NOVELTIES: Net Sales Decrease 13.8%
POWER PLUS: Proceeding to Implement Plan
RCG LIQUIDATION: Seeks Extension of Exclusivity
RRRP ROBINS, INC.: Case Summary & 20 Largest Unsecured Creditors

SAMSONITE: For Quarter - Net Sales and Net Losses Increase
STUART ENTERTAINMENT: Court Authorizes Attorneys For Committee
SUN HEALTHCARE: States' Motion For Relief From DIP Order
WESTSTAR CINEMAS: Committee's Motion For Trustee or Examiner
WESTSTAR CINEMAS: Order Authorizes Auction Rules

WORLDLINK: Moody's Downgrades Class B Notes
WTD INDUSTRIES: Substantial Concerns, But Net Revenue Up
XCL LTD: Receives Notice from Majority Bondholder

Meetings, Conferences and Seminars


                    *********

ACCESS AIR: Gets Approval for State Loan
----------------------------------------
Bankrupt Des Moines-based airline Asset Air announced today that
it has received court approval for a $1 million loan from the
state of Iowa, according to a newswire report. The approval
reverses Bankruptcy Judge Russell Hill's decision not to allow
the airline to receive the loan, which the court said would give
too much control to a Des Moines investor who had agreed to
secure the loan. The loan clears the way for the airline, which
had suspended its daily flights since its chapter 11 filing, to
run interim charter service while it reorganizes. However,
controversy surrounds the airline's bankruptcy case as documents
that it has filed show its pre-loan assets to be one-tenth what
the company had reported in its original bankruptcy petition, and
its liabilities are roughly half its original estimate.


ADLER COLEMAN: Court Rules that SPIC Need Not Pay Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
ruled last week that the Securities Investor Protection Corp.
(SPIC) and Edwin Mishkin, trustee for the bankrupt brokerage firm
of Adler, Coleman Clearing Corp., do not need to pay certain
customer claims regarding bankrupt New York-based Hanover
Sterling & Co. because the claims were based on fraudulent
securities transactions, according to a newswire report. In a
Dec. 15 ruling, Bankruptcy Judge James L. Garrity agreed with
SPIC that Hanover Sterling & Co., for which Adler, Coleman is a
clearing firm, had engaged in a series of fraudulent stock
transactions designed to benefit its preferred customers in the
face of the firm's inevitable failure. The court found that as
Hanover's employees realized the firm was collapsing and that
stocks in the customer accounts could not be sold for the prices
that Hanover Sterling quoted, the employees entered fictional
transactions in preferred customers' accounts that gave the
illusion that the preferred customers had sold their portfolios
at high prices. The fictional sales were then used to order "blue
chip" stocks. The SPIC, created in 1970 to provide certain
protection against losses to investors in the event of a
brokerage firm's failure, provides up to $500,000 for claims for
securities, including $100,000 for cash claims. The court held
that the fraudulent transactions were made without customer
knowledge or had never actually been executed, thereby
disqualifying the customer claims from SPIC protection. "While
SPIC was clearly designed to protect customers of failed broker-
dealers, it was not intended to be a vehicle for shifting  
investor accounts from worthless securities to cash or securities
with value by means of fraudulent manipulation," the court said.


ALTIVA FINANCIAL: Beginning To Implement Strategic Initiatives
--------------------------------------------------------------
During the last eight months of fiscal 1998, Altiva Financial
Corporation's operations consisted principally of (1) liquidating
its portfolio of loans to repay outstanding debt; (2) maintaining
its systems and retaining personnel necessary to resume
operations while exploring alternatives to locate new capital;
and (3) designing and beginning to implement its strategic
initiatives. During fiscal year 1999, the company continued to
pursue its strategic initiatives, including the purchase of
lending platforms in Las Vegas, Nevada and Charlotte, North
Carolina.

The company did not begin to produce significant loan volume
until July 1999. Such production was attributable to production
by The Money Centre, Inc. that was acquired by the company in
July 1999. As a result, the company does not believe that its
results for the fiscal year ended August 31, 1999 are comparable
to the company's results for the fiscal year ended August 31,
1998.

Altiva produced $119.1 million of loans during fiscal 1999
compared to $338.9 million in fiscal 1998 and $526.9 in fiscal
1997. Net losses decreased $91.9 million to $2.1 million in
fiscal year ending August 31, 1999 from net losses of $94.0
million during fiscal year ending August 31, 1998. The loss for
the twelve months ended August 31, 1998 was primarily the result
of continued low loan production and difficulty in selling closed
loans. The decrease in net losses for the twelve months ending
August 31, 1999 resulted from the reduction in the company's
business while the company pursued its new strategic initiatives
and from a substantially lower mark down on the company's
mortgage related securities during this period. Additionally,
during fiscal year 1998, sales of loans were generally made for
cash, and were for less than par value, thus contributing to
losses.


ARM FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor:  Arm Financial Group, Inc.
             515 West Market Street
             Louisville, KY 40202

Type of Business:  Insurance Company whose subsidiaries
specializes in asset accumulation businesses with particular
emphasis on retirement savings and investment products.                     

Petition Date:  December 20, 1999          
Chapter 11
Court:  District of Delaware
Judge:  Peter J. Walsh

Debtor's Counsel:  
Pauline K. Morgan
Rodney Sq. North
P.O. Box 391
Wilmington DE, 19899-0391
(302) 571-6600

Total Assets:   $ 37,231,222
Total Debts:    $ 48,141,756


GenAmerica Corporation       Term Loan        $ 38,000,000
Merrill Corporation          Trade Debt           $ 37,022
Duff & Phelps Credit Rating Co.  Trade Debt       $ 20,000
Relco Electric, Inc.             Trade Debt       $ 10,630
Document Sciences Corp.          Trade Debt        $ 7,455
Ajilon                           Trade Debt        $ 6,565
Ray Ackerman Millwork &  Supply Co. Trade Debt     $ 6,164
Carpet Decorators Inc.              Trade Debt     $ 4,670
OTT Communications, Inc.            Trade Debt     $ 3,241
Norstan Communications              Trade Debt     $ 3,093
US Bank                             Trade Debt     $ 2,560
Compaq Computer Corp.               Trade Debt     $ 1,980
Xerox Corporation                   Trade Debt     $ 1,548
Central American Airways, Inc.      Trade Debt     $ 1,472
Marco Business Products, Inc.       Trade Debt       $ 680
New Ulm Telecom, Inc.               Trade Debt       $ 621
Laser Technologies, Inc.            Trade Debt       $ 538
Dearborn Financial Institute, Inc.  Trade Debt       $ 454
Krueger International, Inc.         Trade Debt       $ 420
Federal Express Corporation           Trade Debt     $ 409


BAPTIST FOUNDATION: Applies To Retain Odyssey Capital Group LLC
---------------------------------------------------------------
The debtors, Baptist Foundation of Arizona, Inc., are applying
for an order authorizing the employment and retention of Odyssey
Capital Group LLC as financial advisors to the debtors.

The debtors seek to retain the firm with respect to developing a
voluntary and orderly plan of liquidation, asset valuation and
general banking services. Odyssey will be paid a flat monthly fee
of $25,000 for its services in the bankruptcy proceeding.


CODA ACQUISITION: Deadline For Filing Proofs of Claim
-----------------------------------------------------
Coda Acquisition Group, Ltd, debtor, filed a notice of deadline
for the filing of proofs of claim against the debtor.  All
persons and entities holding claims of any kind against the
debtor that arose on or before the Petition Date are required to
complete and file a duly executed proof of claim for so that it
is actually received not later than 5:00 PM New York time on
January 28, 2000.


CRIIMI MAE: Files Amended Plan
------------------------------
CRIIMI MAE Inc. (NYSE: CMM) and its affiliates CRIIMI MAE
Holdings II, L.P. and CRIIMI MAE Management, Inc. filed their
Amended Joint Plan of Reorganization (the "Plan") and proposed
Disclosure Statement with the United States Bankruptcy Court,
District of Maryland, Greenbelt Division (the "Bankruptcy Court")
on December 23, 1999.  The Plan was filed with the full support
of the Official Committee of Equity Security Holders, which is a
co-proponent of the Plan.  Merrill Lynch Mortgage Capital Inc.
("Merrill Lynch") and German American Capital Corporation
("GACC"), two of the Company's largest secured creditors, would
provide exit financing under the Plan as part of the
recapitalization of the Company.

The Plan contemplates total recapitalization financing
aggregating at least $873 million (the "Recapitalization
Financing").  Under the amended Plan, Merrill Lynch and GACC
would remain secured creditors and would provide a significant
portion of CRIIMI MAE's Recapitalization Financing.  Additional
Recapitalization Financing would be obtained from other existing
debtholders and from the sale of the same commercial mortgage-
backed securities ("CMBS") that were to be sold pursuant to the
Joint Plan of Reorganization filed by CRIIMI MAE and its
affiliates with the Bankruptcy Court on September 22, 1999.
CRIIMI MAE and its affiliates may seek new equity capital from
one or more investors although new equity is not required to fund
the Plan.

The Company is filing a Form 8-K with the Securities and Exchange
Commission, which will include the Plan and proposed Disclosure
Statement as exhibits.  The Company's proposed Disclosure
Statement is subject to approval by the Bankruptcy Court after
notice and a hearing.  No date has yet been set for a
disclosure statement hearing.

On December 20, 1999, the Official Committee of Unsecured
Creditors of CRIIMI MAE Inc. filed its own plan of reorganization
and proposed disclosure statement which, in general, provide for
the liquidation of the assets of the Company and its debtor
affiliates through the use of various liquidating trusts which
would be controlled by representatives of various holders of
claims. The company's amended plan, at odds with the
creditors' committee plan, states that Criimi Mae would
reorganize with funds provided by two of the company's largest
secured lenders, German American Capital Corp., a unit of
Deutsche Bank, and Merrill Lynch Mortgage Capital Inc. U.S.
Bankruptcy Judge Duncan Keir, who will decide which plan will be
confirmed, had authorized the creditors' committee, as well as
the equity committee, to file competing plans after the company's
filing period expired on Sept. 10.  Criimi Mae had filed its
joint plan of reorganization Sept. 22, but until now neither
committee had exercised its rights to file competing plans.
Criimi Mae filed chapter 11 Oct. 5 with $2.78 billion in assets
and $2.15 billion in liabilities.

The above discussion of the plans is qualified in their entirety
by reference to the entire plans.

On October 5, 1998, the Company and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code. Before
filing for reorganization, the Company had been actively involved
in acquiring, originating, securitizing and servicing multi-
family and commercial mortgages and mortgage related assets
throughout the United States. Since filing for Chapter 11
protection, CRIIMI MAE has suspended its loan origination, loan
securitization and CMBS acquisition businesses. The Company
continues to hold a substantial portfolio of subordinated CMBS
and, through its servicing affiliate, acts as a servicer for
its own as well as third party securitizations.


DAEWOO MOTOR: South Korean Government To Sell Daewoo Motor Co.
--------------------------------------------------------------
The South Korean government's Financial Supervisory Commission
(FSC) reported yesterday that it has decided to sell Daewoo Motor
Co., a unit of South Korea's financially troubled Daewoo Group,
via a closed bidding process, according to a newswire report. The
FSC said they chose closed bidding over open bidding to save time
in the process, and that the government plans to receive bids
from interested parties in January and February. General Motors
Corp. submitted its proposal last week to Daewoo creditors and
South Korean government representatives, offering Daewoo Motor
creditors a one-third equity stake in exchange for part of the
auto maker's debts. In addition, GM has said they plan to add
their own management and technical resources by using Daewoo as a
GM source of inexpensive cars and utility vehicles for developing
markets. Ford Motor Co. has also expressed an interest in  
acquiring Daewoo and plans to meet in January with the Korean
Development Bank, Daewoo Motor's lead creditor. Daewoo Motor is
one of 12 units of the debt-riddled Daewoo Group that
are part of a restructuring plan being arranged by Daewoo Group's
domestic creditors.


HARNISCHFEGER: Bid on Beloit Corp. To Be Made Public in January
---------------------------------------------------------------
According to a report in the Milwaukee Journal Sentinel on
December 23, 1999, Harnischfeger Industries Inc. is looking
through multiple bids for its Beloit Corp. unit that is to be
auctioned off in January, but it does not expect to go public
with a bid until January.

Bob Dangremond, Harnischfeger's chief restructuring officer, said
Wednesday that it will take a couple weeks to consider the
complex bids and make sure they are compared on an equal basis
before a bid is chosen.

Other bidders then can try to outbid that bid before struggling
Beloit Corp., a pulp and papermaking equipment maker, is
auctioned off via bankruptcy court in Delaware.

St. Francis-based Harnischfeger filed for Chapter 11 bankruptcy
protection in June.

It hopes to sell Beloit Corp. by mid-January as Harnischfeger
begins to reorganize. The move will leave Harnischfeger solely as
a mining equipment maker.


INCOMNET: Order Approves Employ of Dickstein Shapiro
----------------------------------------------------
The US Bankruptcy Court for the Central District of California,
Santa Ana Division entered an order authorizing the debtor to
employ Dickstein Shapiro Morin & Oshinsky LLP as special
trademark counsel and authorizing the a draw down on post
petition retainer.


JUST FOR FEET: Possible Buyout in Early January
-----------------------------------------------
Just For Feet, a high-flying retailer of athletic shoes before it
ran into financial trouble, could be bought out in early January.

Helen Rockey, chief executive of the Birmingham-based retailer,
said she has signed confidentiality agreements with two bidders
and will decide between them next month.  The agreement prevents
her from revealing the companies' names or how much they are
willing to spend, she said.

"We should know something by the first week of January, or the
second week at the latest," she said Thursday.

"It will mean the end of Just For Feet as we know it," said Jack
Taylor, a retail professor at Birmingham-Southern College.

Just For Feet filed for Chapter 11 bankruptcy protection Nov. 4
as it wrestled with cash flow and inventory problems. The chain
had about 400 employees in its Birmingham headquarters and
operated 350 stores before its troubles started. When they hit,
Just For Feet announced the closure of 85 specialty stores.

Possible buyers could include Mahwah, N.J.-based Footstar Inc.,
owner of 546 Footaction stores; New York's Venator Group Inc.,
which operates Foot Locker and Champs Sports; and Ft. Lauderdale,
Fla.-based Sports Authority.

Ms. Rockey said it's too early to know what will happen to the
company's 30-acre headquarters in Birmingham if a sale occurs.

Some changes have already taken place. Ms. Rockey said Don Allen
Ruttenberg, son of Just For Feet founder Harold Ruttenberg,
earlier this month resigned as vice president. The senior
Ruttenberg, who remains as chairman, no longer comes to the
office, but is involved in board meetings via telephone, she
said.


KAMPEN & ASSOCIATES: Confirmation Hearing Set
---------------------------------------------
Kampen & Associates is a real estate development and investment
company that acquires undeveloped land for the purpose of
development and/or sale.  Kampen & Associates, Inc., owns one
unimproved parcel of real estate in Pierce County, Washington
with an estimated value of $8 million.  The parcel has been
surveyed for 575 individual residential lots.  The debtor has
been awaiting final plat approval by the County.  In April of
1999, the debtor was purchased by Affordable Homes of America,
Inc., a publicly traded company.  The debtor has no paid
employees, and no monthly expenses other than a $5000 payment on
the option to purchase Mountain Meadows.  Kampen & Associates had
obtained a $1.5 million loan from the Shoalwater Bay Indian Tribe
and secured it with the option to purchase Mountain Meadows.  
Kampen & Associates, Inc. was unable to make the balloon payment
and the Indian Tribe began its foreclosure on the option to
purchase.

Pursuant to the plan, the debtor will receive an influx of cash
from its parent company, Affordable Homes of America, Inc., which
has received a loan from a European Bank.  This would allow for
the repayment of all creditors in full.

A hearing to confirm the Chapter 11 plan of reorganization and
approve the Disclosure Statement of the debtor, Kampen &
Associates, Inc. is set for 9:30 PM at the US Bankruptcy Court,
1200 Sixth Avenue, Judges Courtroom, Seattle, Washington 98101.

The plan is proposed by Kampen for the resolution of Kampen &
Associates, Inc.'s outstanding creditor obligations.

Treatment of claims as provided in the plan are as follows:

Class 1 - Priority claims - Paid in full - No priority claims
have been filed in the case.

Class 2 - Shoalwater Bay Indian Tribe - Cascade Land Depository -
Class 2 claims are unimpaired under this plan and shall receive a
cash payment from Kampen in the amount of their claim plus simple
interest at the legal rate at the time of distribution of the
funds.

Class 3 - Allowed Unsecured Claims - The Class 3 Allowed Secured
Claims are unimpaired under this plan.

Class 4 - Disputed Claims are impaired.  All unsecured claims and
disputed claims will be treated as if they are disallowed until
the claim is resolved by the court.  If a disputed claim is
allowed by the court in full or partially, the allowed claim will
be paid as part of the appropriate class.  Kampen does not
dispute any claims at this time, but reserves the right to
dispute claims as proof of claims are filed.

Class 5 - Shareholders: Impaired. All Equity interest holders of
the debtor shall remain in existence following the Effective
Date.  The holder of such interest shall receive the balance of
the debtor's estate under this plan after all unclassified claims
and claims Classes 1 through 4 inclusive have been paid in full.

The debtor has listed the option to purchase the parcel known as
Mountain Meadows.  This is a parcel with the potential for 575
residential homes.  It is located in Pierce County, Washington.


LOEWEN: Motion For Approval of $70M Neweol Factoring Pact
---------------------------------------------------------
The Debtors want authority to enter into a $70 million factoring
transaction with one of their nondebtor affiliates, Neweol
(Delaware), L.L.C.  If Judge Walsh approves this transaction,
then Neweol will also file a chapter 11 bankruptcy petition, and
the DIP Agreement will be amended to include Neweol as a borrower
under the Agreement.  The Debtors believe that this factoring
transaction with Neweol would provide financing and tax
advantages for fiscal year 1999.  In order to get these
advantages this year, the factoring transaction must be completed
on or before December 31, 1999.

Immediately following Judge Walsh's stamp of approval, the
various Debtors will collectively sell approximately $70 million
in aggregate face amount of at-need funeral home accounts
receivable and preneed cemetery accounts receivable to Neweol.  
This sale will be financed by an intercompany loan from Loewen
Group International, Inc.  First Union National Bank, the
agent bank for the post-petition lenders under the DIP Agreement,
will consent to this transaction if Neweol files for chapter 11
protection and is joined as a borrower under the DIP Agreement
before the transaction is closed.  Before Neweol files for
chapter 11 protection, it will pay some affiliates of the Bank of
Montreal approximately $4.7 million for obligations arising from
prior factoring transactions.  Neweol's chapter 11 petition will
be consolidated with the Debtors' bankruptcy petitions,
but only for procedural purposes. (Loewen Bankruptcy News Issue
16; Bankruptcy Creditor's Service Inc.)


MEDPARTNERS PROVIDER: Seeks Emergency Extension To Solicit Votes
----------------------------------------------------------------
MedPartners Provider Network Inc., debtor, is seeking authority
for a thirty day extension of the time period during which only
the debtor may seek acceptance of a plan of reorganization.  Over
two months have passed since the debtor circulated the plan to
the Creditors Committee and yet the debtor still has not yet
received from the Committee or any other constituents any
significant comments to or feedback on the plan.

The debtor requests that the court not prejudice the debtor by
allowing the exclusivity period to terminate due solely to the
inaction of the committee.


MOBILE ENERGY: Seeks Extension of Time To Assume/Reject Leases
--------------------------------------------------------------
The debtor, Mobile Energy Services Company LLC and Mobile Energy
Services Holdings, Inc. seek an order further extending the time
within which the debtors may assume or reject unexpired leases of
nonresidential real property.  The debtors seek an extension to
and including April 30, 2000.  The leases are central to the
debtors' operations and all of the debtors' facilities including
the Energy Complex are located on the leased premises.  Both the
debtors and the creditor would suffer irreparable injury through
the possible reversion of the Energy Complex to the respective
landlords in the event of a premature rejection of the leases.  
The debtors will not be able to obtain and analyze the necessary
information prior to the January 15, 2000 deadline.

Until the debtors complete their negotiations with Kimberly-
Clark, the Steering Committee for the bondholders and with
affiliates of the debtor, the result of which will have a direct
impact on the debtor's business plans, the debtors can not make a
decision with respect to the leases.


MOBILE ENERGY: Seeks Order Further Extending Exclusive Periods
--------------------------------------------------------------
Mobile Energy Services Company LLC and Mobile Energy Services
Holdings, Inc. seek an order further extending their exclusive
periods. The debtors seek a 110-day extension of the debtors'
plan filing exclusivity period and the debtors' solicitation
exclusivity period.  The debtors request extensions to and
including April 30, 2000 and June 29, 2000, respectively.

To date, the debtors have not prepared or filed a plan of
reorganization because the debtors continue to work with the
Steering Committee concerning the formulation of a proposed plan
of reorganization; the debtors and the Steering Committee
continue to negotiate with Kimberly-Clark in an attempt to
resolve the issues raised by Kimberly-Clark's decision to cease
pulping operations at the Pulp Mill; and the debtors continue to
work on the development of additional business opportunities for
the debtors.  Although substantial activity has occurred since
the Petition Date, the debtors are not yet in a position to
propose and solicit a plan of reorganization.


PLAY BY PLAY TOYS & NOVELTIES: Net Sales Decrease 13.8%
-------------------------------------------------------
Net sales for the fiscal quarter ended October 31, 1999, for Play
By Play Toys & Novelties, Inc., decreased 13.8%, or $7.7 million,
to $48.0 million from $55.7 million in the comparable period in
fiscal 1999. The company indicates that the decrease in net sales
was primarily attributable to the decrease in domestic net toy
sales of 20.2% or $7.9 million to $31.2 million comprised
principally of a $4.8 million decrease in domestic retail sales
and a $3.6 million decrease in domestic amusement sales from the
comparable period in fiscal 1999.  On the reported sales the
company saw a net loss of $1.2 million in the 1999 quarter while
the net loss in the same quarter of 1998 was $1.4 million.


POWER PLUS: Proceeding to Implement Plan
----------------------------------------
Investing is the priority for Power Plus Corporation, a public
company dual listed on The Alberta Stock Exchange in Canada and
the Over-The-Counter Electronic Bulletin Board in the United
States. The primary activities of the company fall into two
categories: investing in operating companies; and, carrying on
business through subsidiary operating companies. Accordingly,
Power Plus Corporation has been the parent of subsidiaries that
hire employees, procure merchandise for resale, purchase
or build capital assets and carry on specialty retail businesses
operating in Canada and the US, primarily selling batteries and
battery-related products, wireless telecommunications products
and portable fashion electronics.

On January 31, 1998 Power Plus USA sought protection under
Chapter 11 of the US Bankruptcy Code. Power Plus USA remained in
possession of its assets. With no expectation of any short-term
improvement in this crisis, the company subsequently announced on
May 8, 1998, that Power Plus Canada had also sought protection
from creditors by filing a Proposal under the Bankruptcy and
Insolvency Act Canada. Power Plus Canadian remained in
possession of its assets pending a determination as to whether
the operations could be refinanced or sold as a going concern. On
June 29, 1998, the company realized its security pertaining to
the indebtedness of Power Plus USA and foreclosed on its
remaining assets and sold them, including its list of pager
customers, and ceased carrying on business in the US. On November
26, 1998, the company sold the shares of Power Plus Canada and
certain related intellectual properties to an arm's-length third
party that conducts a similar business in Canada. The sale was
made pursuant to a share purchase agreement dated October 30,
1998, between the company, as vendor, and BPI as purchaser.

All of the company's retail operations in Canada and the US had
been conducted through Power Plus Canada and Power Plus USA and
all of the capital assets employed in carrying on the retail
business were owned by them.  The company no longer has any
retail operations nor operating assets and is currently
undergoing reorganization, implementing its 1999
Reorganization Plan.

Reporting in Canadian dollars the company reports that the three
months ended October 31, 1999 yielded revenues of $2,300 and net
losses of $201,378.  In the nine months ended that date revenues
were $8,244 and net losses $854,150.  For comparison, the quarter
ended October 31, 1998 saw revenues of $30,523 and net losses of
$400,756 and the nine months ended October 31, 1998 revenues were
reported as $136,320 and net losses $36,544.

While management cannot give any assurances as to the future
outlook for the company, conditional regulatory approval to the
1999 Reorganization Plan was granted on April 29, 1999 and the
company will be proceeding to implement its plan and seek a
professional opinion as to the extent and applicability of the
company's substantial tax loss carry forwards. Upon
implementation of the 1999 Reorganization Plan and finalization
of the company's tax opinion, management has indicated it intends
to aggressively pursue diversified investment opportunities
targeting to maximize shareholder value.


RCG LIQUIDATION: Seeks Extension of Exclusivity
-----------------------------------------------
RCG Liquidation Company, formerly known as Reading China and
Glass, Inc. seeks a 60-day extension of the debtors' exclusive
periods within which to file a plan or plans of reorganization
and solicit acceptances thereto.

The debtors seek the entry of an order extending the exclusive
filing period through and including February 23, 2000 and the
period to solicit acceptances thereof through and including April
24, 2000.

The debtors have liquidated substantially all of their assets and
have initiated the claims administration and reconciliation
process.
The debtors are currently reviewing the Committee's comments to
their proposed plan and disclosure statement, and will
incorporate certain of the Committee's suggestions into the plan.  

According to the debtors, granting them the opportunity to
finalize the plan is the most cost-effective and expeditious way
to conclude these cases.  Such extension should allow the debtors
sufficient time to complete and file the plan and disclosure
statement as well as to make any amendments that may become
necessary prior to approval of the disclosure statement.


RRRP ROBINS, INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor:   RRRP Robins, Incorporated
          PerryVille Corporate Park
          Attn General Counsel
          Clinton NJ 08809-4000

Debtor Affiliates: RRRP, L.P. & RRRP, Illinois, Inc.

Petition Date:  December 1, 1999     Chapter 11

Court:  District of Delaware                   
Judge:  Peter J. Walsh

Debtor's Counsel:  
Scott D. Cousins
222 Delaware Avenue
15th Floor
Wilmington DE, 19899
(302) 655-4880

20 Largest Unsecured Creditors:

Franklin High Yield Tax - Free Income   Debenture    $202,375,000
Eaton Vance - High Yield Municipal Bond Debenture     $40,500,000
Strong Municipal Advantage              Debenture     $20,350,000
Strong High Yield Municipal Bond        Debenture     $15,250,000
Prudential Insurance                    Debenture     $14,000,000
Capital Research - American High Inc.   Debenture     $10,990,000
Van Kampen                              Debenture      $3,000,000
FW Zack, Inc.                           Trade             $31,687
American International Materials, Ltd.  Trade            $312,202
Moody National Bank                     Debenture        $300,000
Village of Robbins                      Scholarship      $255,631
Eagle Services Corp.                    Trade            $220,357
Deangelis, Aldo A.                      Service          $155,429
J&H Marsh & McLannen Inc.               Workmans Comp   $134,381
Newton County Development Corp.         Trade            $113,535
TXU Energy Services                     Trade             $82,464
ARI Environmental, Inc.                 Trade             $50,283
Field Technologies, Inc.                Trade             $49,312
Tamdem Formerly Labor World
An Outside International Company        Debenture         $49,312
Land & Lakes Company                    Trade             $43,640


SAMSONITE: For Quarter - Net Sales and Net Losses Increase
----------------------------------------------------------
Samsonite Corporation's consolidated net sales increased from
$199.1 million in the three months ended October 31, 1998,to
$208.2 million in the three months ended October 31,1999, an
increase of $9.1 million, or 4.6%. Fiscal 2000 sales were
negatively impacted by the decline in the value of the Belgian
franc compared to the U.S. dollar.  Without the effect of the
exchange rate difference, fiscal 2000 sales would have increased
by $13.6 million, or approximately 6.8%. Consolidated net sales
increased from $519.4 million in the nine months ended October
31, 1998 to $579.5 million in the nine months ended October 31,
1999, an increase of $60.1 million, or 11.6%.

In the quarter ended October 31, 1999 the company had net losses
of $7,845 while the similar period in 1998 saw net losses of
$3,415.  The net losses in the nine month period ended October
31, 1999 were $26,066 as compared to net losses of $44,254 in the
same period of 1998.


STUART ENTERTAINMENT: Court Authorizes Attorneys For Committee
--------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the official unsecured creditors' committee to
employ attorneys.

The Official Unsecured Creditors' Committee of Stuart
Entertainment Inc. is authorized to employ as counsel Adelman
Lavine Gold and Levin, to represent it under a general retainer
effective as of September 2, 1999.


SUN HEALTHCARE: States' Motion For Relief From DIP Order
--------------------------------------------------------
Twelve state Medicaid agencies have asked the Court to vacate
part of its interim order approving the Debtors' DIP on the
grounds that it violates the Eleventh Amendment to the United
States Constitution.  

The States challenge that part of the Court's order that
generally prohibits them from recouping any payments owed to the
Debtors against any pre-petition state claims against the
Debtors.  With some exceptions, the Eleventh Amendment prohibits
suits against a state in federal court without the state's
consent.  The twelve states argue that, although they are not
being sued in federal bankruptcy court, the Court's Order still
violates the Eleventh Amendment because it prevents the states
from recouping funds that they would otherwise recoup as a result
of their prior overpayments to the Debtors, or as a result of
obligations by the Debtors to the states. The states base their
argument in large part on a federal court decision that Congress
cannot constitutionally abrogate the states'  Eleventh Amendment
immunity from suit through section 106(a) of the bankruptcy Code.  
In re Sacred Heart Hospital of Norristown, 133 F.3d 237 (3d Cir.
1998).            

The twelve states joining in the Motion are Alabama, Connecticut,
Idaho, Illinois, Louisiana, Maryland, Missouri, New Hampshire,
New Jersey, New Mexico, Oklahoma and Virginia.

Judge Walrath will hold a hearing on the States' Motion on
January 27, 2000. (Sun Healthcare Bankruptcy News Issue 17;
Bankruptcy Creditor's Services, Inc.)


WESTSTAR CINEMAS: Committee's Motion For Trustee or Examiner
------------------------------------------------------------
A hearing on the motion of the Official Unsecured Creditors
Committee for an order appointing a Chapter 11 Trustee or, in the
alternative, and examiner, which was originally scheduled to be
held on December 30, 1999 will be held before the Honorable
Joseph J. Farnan, Jr., US Bankruptcy Court for the District of
Delaware, 844 King Street, Wilmington, Delaware, on Jsnuary 11,
2000 at 12:30 p.m.


WESTSTAR CINEMAS: Order Authorizes Auction Rules
------------------------------------------------
Judge Joseph J. Farnan, Jr. entered an order authorizing and
approving auction rules, break-up fee and notice procedures with
respect to a sale hearing on the motion of the debtors, WestStar
Cinemas, Inc. and its affiliates for authority to sell
substantially all assets of the bankruptcy estates.

The WestStar debtors are authorized to solicit bids and conduct
the auction with respect to the proposed sale of their assets.

The Asset Purchase Agreement, subject to higher bids provides for
WF Cinema to acquire the assets for $91 million in cash plus
additional consideration including repayment of debt.  When the
sale is consummated, the debtors will have liquidated their
assets and no longer will conduct business operations.

Bidding will commence at $95 million, with overbids in increments
of $1 million. A hearing on the sale will be held on January 11,
2000 at 12:30 PM.


WORLDLINK: Moody's Downgrades Class B Notes
-------------------------------------------
$250.0 Million of Debt Securities Affected.
New York, December 22, 1999 -- Moody's Investors Service has
downgraded the rating of the $43,000,000 Class B Senior Secured
Fixed Rate Notes Due 2012, and confirmed the rating of the
$207,000,000 Class A Senior Secured Floating Rate Notes Due 2009.
Moody's placed the tranches under review for downgrade on March
10, 1999 as a result of deterioration of the credit quality of
the collateral pool. Since the closing date, several credits have
been downgraded or have defaulted, thus raising the credit risk
associated with the Class B Notes to the point where the risk was
no longer consistent with the tranche's rating. The agency noted
that, while the current portfolio characteristics do not warrant
a downgrade of the rating of the Class A Notes, further
deterioration of the portfolio may result in such a downgrade.

According to Moody's, the downgrade resulted from (i) an
approximate 5% loss of par in the underlying collateral pool and
(ii) a deterioration in the credit quality of the collateral
pool. The portion of the collateral pool rated Caa1 or lower
currently accounts for over 11% of the portfolio (including
defaulted securities).

RATING ACTION:
Issuer: Worldlinx CBO, Limited:
The rating of the following tranche was confirmed:
Tranche description: $207MM Class A Senior Secured Floating Rate
Notes, Due 2009
Rating: Aa2
The rating of the following tranche was downgraded:
Tranche description: $43MM Class B Senior Secured Fixed Rate
Notes, Due 2012
Previous Rating: Baa3
New Rating:Ba2


WTD INDUSTRIES: Substantial Concerns, But Net Revenue Up
--------------------------------------------------------
On September 27, 1999, TreeSource Industries, Inc. (its chartered
name) and certain of its wholly-owned subsidiaries, filed for
voluntary reorganization under chapter 11 of the U.S. Bankruptcy
Code.  On October 28, 1999 the company filed a Plan of
Reorganization in U.S. Bankruptcy Court that, if confirmed, would
result in the cancellation of the company's current common and
preferred stock.

Due to the filing for protection under chapter 11 of the Code,
there exists substantial doubt about the company's ability to
continue as a going concern. However, over the three and six
month periods ending October 31, 1999 the company has increased
its net revenues over that of the same period of 1998.  Net
revenue for the 1999 three month period was $59,313 as opposed to
$51,240 for the same quarter in 1998.  For the six months ended
October 31, 1999 the company showed net revenues of $126,601
while in the same six month period on 1998 net revenues were
$98,901.

The company experienced a net loss in the three month, 1999,
period of $725, but realized a net gain of $5,621 in the six
months ended October 31, 1999.  For comparison, in 1998, the
three month period saw a net loss of $324 and the six month
period's net losses were $943.


XCL LTD: Receives Notice from Majority Bondholder
-------------------------------------------------
XCL Ltd. (AMEX:XCL) announced that on December 22, 1999, it
received a notice of default from three trusts managed by Trust
Company of the West (the "Investment Funds"), which holds
approximately 50.67 percent of the outstanding principal amount
of the $75,000,000 Senior Secured Notes (the "Notes") issued by
XCL Ltd. The Investment Funds issued this notice of default under
the Bond Indenture based on the company's failure to make
interest payments due on May 3, 1999, and November 1, 1999. As a
result of this declaration of default, the voting or consensual
rights and powers with respect to the stock of XCL-China,
Inc., which has been pledged to secure the Notes, become vested
in the Trustee. XCL-China, Inc. holds the company's interest in
the Zhao Dong Block, which is located in the shallow water area
of Bohai Bay, People's Republic of China.

Based on the instructions from the Investment Funds, the Trustee
voted to remove the existing Board of Directors of XCL-China and
to elect in their place as the sole director of XCL-China, Eric
Scroggins.

The company has also been informed that Mr. Scroggins, acting as
the sole director of XCL-China, has adopted resolutions on behalf
of XCL-China, Inc. concerning the petition for Involuntary
Bankruptcy previously filed against XCL-China by Apache China
LDC, a wholly owned subsidiary of Apache Corporation. Based on
the resolutions adopted, XCL-China is (1) authorized and directed
to withdraw its opposition to the involuntary Chapter 7
bankruptcy proceeding currently pending in the United States
Bankruptcy Court for the Western District of Louisiana in
Opelousas; and (2) authorized and directed to convert the
involuntary Chapter 7 proceeding to a voluntary Chapter 11
proceeding; and (3) to retain Douglas S. Draper, Jan M. Hayden
and the law firm of Heller, Draper Hayden & Horn of New Orleans,
La., as bankruptcy counsel in its reorganization under Chapter 11
of the Bankruptcy Code.

Further, the company understands that the Investment Funds have
entered into a Forbearance and Standstill Agreement with Apache
China LDC and Apache Corporation whereby neither Apache
Corporation nor Apache China shall seek to dismiss or convert the
Chapter 11 Proceeding, or seek the appointment of a trustee, an
examiner with expanded powers or a responsible person to manage
the affairs of XCL-China during the term of this Agreement unless
XCL-China joins in any such application, and that no employee,
agent, contractor, consultant, officer or member of the board of
directors of XCL-China or XCL holding such position or office on
or prior to December 19, 1999, shall be an officer or member of
the Board of Directors of XCL-China during the term of this
Agreement without the written consent of Apache Corporation or
Apache China.

The company is evaluating its options to respond to the actions
taken by the Investment Funds.

XCL Ltd. is an oil and gas exploration and production company
with operations in the People's Republic of China. Operations are
conducted through wholly owned subsidiaries. The company's Common
Stock trades on the American Stock Exchange and the London Stock
Exchange Limited.


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

January 13-15, 2000
   AMERICAN LAW INSTITUTE
      Real Estate Financing Documentation:
      Coping with the New Realities
         Doubletree La Posada Resort, Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

February 24-26, 2000
   AMERICAN LAW INSTITUTE
      Chapter 11 Business Reorganizations
         Walt Disney World, Orland, Florida
            Contact: 1-800-CLE-NEWS

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

March 2-5, 2000
   COMMERICAL LAW LEAGUE OF AMERICA
      1st Annual Winder Conference
         Radisson Resort Hotel, Scottsdale, Arizona
            Contact: 1-561-241-7301 or 1-213-487-7550

March 9, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Spring Seminar
         Somewhere in New Orleans, Louisiana
            Contact: 1-803-252-5646 or info@nabt.com

March 9-10, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Healthcare Restructurings: Successful Strategies
      for Managing Distressed Finances Conference
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

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

April 3-4, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI

April 5-8, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or info@turnaround.org
         
April 6-7, 2000
   AMERICAN LAW INSTITUTE
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

April 10-11, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact: 1-800-260-4PLI

May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loewes Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

September 21-22, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

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


                    *********

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
prior written permission of the publishers.  Information
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
e-mail.  Additional 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.

        * * *  End of Transmission  * * *