/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/981027.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 27, 1998, Vol. 2, No. 210 Headlines AHERF: Atty General Seeks Trustee for Hospital's Endowments AL TECH: Seeks Extension To File Disclosure Statement BOSTON CHICKEN: Seeks Entry Into Coca-Cola Agreement BOSTON CHICKEN: Official Committee of Unsecured Creditors BOSTON CHICKEN: Committee Taps Hebb & Gitlin as Counsel CONTINENTAL AIR: Feds File Suit To Stop Northwest's Deal CRIIMI MAE: Target of Lawsuits GREATE BAY CASINO: Files Complaint Against Arthur Andersen MANHATTAN BAGEL: Court Approves Disclosure Statement MEDPARTNERS: Doctors give MedPartners ultimatum PITTSBURGH PENGUINS: Co-Owner Says Team Is Open to a Buyer SCHEIN PHARMACEUTICAL: Alleged Misstatements In IPO SUN TV: Orders Authorize Employment of Professionals SUN TV: Trustee Names Sun TV Creditor Panel Meetings, Conferences and Seminars ********* AHERF: Attorney General Seeks Trustee for Hospital's Endowments ----------------------------------------------------------- On Friday, Pennsylvania Attorney General Mike Fisher asked the Orphan's Court division of the Allegheny Court of Common Please to appoint a trustee to oversee Allegheny General Hospital's endowments and to replace "conflicted" AGH directors, The Pittsburgh Post-Gazette reported. A spokesperson said the move was intended to keep creditors of bankrupt parent Allegheny Health, Education and Research Foundation (AHERF) from forcing the sale of AGH's assets. The petition also states that AGH directors who are also AHERF directors or directors of its Eastern affiliates are serving the mission of satisfying creditors, which is in conflict with AGH's charitable mission. (ABI 26-Oct-98) AL TECH: Seeks Extension To File Disclosure Statement ---------------------------------------------------- Al Tech Specialty Steel Corporation is seeking an extension of time to and including November 16, 1998 to file its Disclosure Statement. As provided for in the letter of intent from Universal Stainless & Alloy Products, Inc., which the debtor believes is the highest and best offer that the debtor has received, a definitive agreement between USAP and the debtor must be finalized by October 30, 1998 and would form an integral part of the Disclosure Statement. The debtor is in the process of completing the Disclosure Statement. However, given the extended time frame needed to formulate and file the plan, the fact that the proposed transaction with USAP was not agreed to until the date before the plan was filed, and that a definitive agreement must still be prepared and negotiated, and the complexity and magnitude of information which must be disclosed in the Disclosure statement, addition time is necessary. The debtor submits that the court has a sufficient legal basis to extend the time within which the Disclosure Statement may be filed. BOSTON CHICKEN: Seeks Entry Into Coca-Cola Agreement ---------------------------------------------------- Boston Chicken, Inc. tells the Court that it entered into a supply agreement dated September 30, 1996, with Coca-Cola USA. The Coca-Cola Agreement provides, among other things, (i) that Coca-Cola is the sole supplier for all of the Boston Market System's current and future requirements of certain soft drink and juice beverages, (ii) that Coca-Cola will commit the necessary resources in order to supply BCI and its franchisees with said beverage requirements, and (iii) the Coca-Cola Agreement shall generally apply to both BCI and its franchisees that elect to participate. Under the Coca-Cola Agreement, the Debtors purchase from Coca-Cola in excess of 150,000 gallons or equivalent gallons per month, representing approximately 90% of its total beverage requirements. At the time of execution of the Coca-Cola Agreement, Coca- Cola paid the sum of $25,000,000 in Media Advertising Support Funds to Debtor. Coca-Cola was required to make an additional $15,000,000 payment to BCI of such funds at the beginning of the second year of the Coca-Cola Agreement, unless certain qualifying requirements were not met. These Media Advertising Support Funds were to be repaid by BCI at the rate of $0.68 for each gallon or equivalent gallon of beverage purchased from Coca-Cola. After the second year of the Coca-Cola Agreement, the Coca- Cola Agreement provides that the Coca-Cola Agreement may be terminated by either party by giving twelve months notice, unless terminated earlier as a result of a material breach by one of the parties. Upon termination of the Coca-Cola Agreement, BCI shall be required to pay immediately upon the demand of Coca-Cola all unearned amounts of the previously advanced Media Advertising Support Funds as well as certain other advance funding that was provided by Coca-Cola. By this Motion, the Debtors seek bankruptcy court authority to assume the Coca-Cola Agreement. The Debtors submit that assumption of the Coca-Cola Agreement is necessary at this time due to the essential role that this Agreement plays in their operations and to avert the negative impact that not assuming this Agreement will have on the financial condition of the Boston Market System. (Boston Chicken Bankruptcy News; Bankruptcy Creditors' Service; Issue No. 3 24-Oct-98) BOSTON CHICKEN: Official Committee of Unsecured Creditors --------------------------------------------------------- Pursuant to 11 U.S.C. Secs. 1102(a) and 1102(b)(1), the following creditors, being among those holding the largest unsecured claims and who are willing to serve, are appointed to the Official Committee of Unsecured Creditors formed by the United States Trustee: Loomis Sayles & Company L.P. One Financial Center Boston, MA 02111 Attn: Thomas H. Day, V.P. (617) 310-3697 Trendex Capital Mgmt. 998 S. Federal Highway, Suite 202 Boca Raton, FL 33432 Attn: Neil Subin (561) 750-4118 C. Richard Lehmann c/o Bond Investors Assoc. Inc. 6175 NW 153rd St., Suite 201 Miami Lakes, FL 33014 (305) 557-1832 Chase Manhattan Bank, as Indenture Trustee 450 W. 33rd Street, 15th Floor New York, NY 10006 Attn: Stanley Burg, V.P. (212) 946-3358 Pacholder Associates, Inc. 8044 Montgomery Road, Suite 382 Cincinnati, OH 45236 Attn: Thomas M. Barnhart II, Sr. V.P. & Assoc. General Counsel (513) 985-3200 Bankers Trust Company, as Indenture Trustee 4 Albany Street, 4th Floor New York, NY 10001 Attn: Frank Grippo, V.P. (212) 250-6526 Ocean Commercial Kitchen Repair Inc. 1834 Longwood Dr. Forked River, NJ 08731 Attn: Brian K. Mathews, Pres. (609) 971-1496 BOSTON CHICKEN: Committee Taps Hebb & Gitlin as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors asks the Court for authority to retain the Hartford, Connecticut- based law firm of Hebb & Gitlin as its lead counsel in the Debtors' chapter 11 cases. The Committee reminds the Court that Hebb & Gitlin served as counsel to the ad hoc committee of public bondholders of Boston Chicken, Inc. prior to the Petition Date. Accordingly, Hebb & Gitlin already has extensive knowledge of the Debtors, their management, operations, financial performance and projections, financial obligations and related documentation, and the potential legal issues affecting the Debtors' reorganizations all of which will serve substantially to minimize the time and expense needed by the firm to begin effectively representing the Committee. Hourly rates for the firm range from $100 to $400 per hour. CONTINENTAL AIR: Feds File Suit To Stop Northwest's Deal -------------------------------------------------------- Northwest Airlines' planned purchase of a controlling stake in Continental Airlines would reduce competition, raise prices for travelers and lower the quality of service, the Justice Department said in a lawsuit Friday. The filing in U.S. District Court in Detroit asks the court to kill the sale. "This acquisition would lead to higher ticket prices and worse service for the over 4 million passengers traveling on the routes dominated by the two airlines," said Joel Klein, assistant attorney general for the department's antitrust division. The transaction involving Northwest, the nation's fourth- largest carrier, and No. 5 Continental, would especially hamper competition between seven "hub" cities where the two carriers dominate, Justice officials contend. The airlines called the department's claims groundless. Because department attorneys have not asked the court to block the sale while a judge hears the merits of the case, the airlines expect it to close within days or weeks. "We do believe that Justice has a very weak legal case, a very weak factual case and a very weak economic case," said Jeff Smisek, Continental's executive vice president and general counsel. Under a deal announced in January, the airlines would keep their separate names, fleets and employees, but combine their route networks and frequent-flier programs. The Justice Department is treating the alliance as a merger. The airlines said the arrangement would give passengers more choices and improved service. Douglas Steenland, Northwest's executive vice president and general counsel, said it had already agreed to a series of steps to alleviate Justice Department objections. He said he was mystified by what the Justice Department filed. Linking up, Northwest and Continental said, will promote competition, as together they can better take on the Big 3: Delta Air Lines, United Airlines and American Airlines. (Copyright 1998 The Atlanta Journal/The Atlanta Constitution -10/24/98) CRIIMI MAE: Target of Lawsuits ------------------------------ The National Mortgage News reports on October 19, 1998 that in the wake of filing for bankruptcy under Chapter 11, Criimi Mae is being sued by groups of shareholders who claim the mortgage real estate investment trust knowingly misled them. At the same time, Standard & Poor's has removed Criimi Mae from the S&P list of approved servicers. In the three days immediately following Criimi Mae's drastic move, three separate lawsuits were brought against the company. The first suit was filed on October 7 by the firm Abbey Gardi & Squitieri on behalf of purchasers of Criimi Mae's stock between June 20, 1998 and October 5, 1998. The second suit was filed by the firm Wolf Haldenstein Adler Freeman & Her on behalf of acquirers of the REIT's stock between June 9 and October 5. The Third suit was brought by the firms Weiss & Yourman and Stull Stull & Brody on behalf of purchasers of Criimi Mae's stock between February 20 and October 5. All three charge that Criimi Mae violated the Securities and Exchange Act of 1934 by issuing "a series of materially false and misleading statements regarding the company's financial health, assets, earnings and capital position in order to artificially inflate the price of the company's stock," as stated by Weiss & Yourman's press release announcing the filing of the third class action suit. The law firm's release continued, "Specifically, the compliant alleges that defendants misrepresented that the company was strong and largely insulated from market fluctuations, and would meet analysts earnings projections, sustain dividend levels and meet all collateral calls. Despite these representations, 10 days later, the company shocked the market by announcing that it had filed for bankruptcy protection primarily due to its inability to meet collateral calls." And in fact, in a statement dated September 25, Criimi Mae's chairman William B. Dockser, said, "We at Criimi Mae are confident in the company's ability to meet consensus analyst estimates of third quarter tax basis earnings...and to continue paying the dividend at the current level." He added, "We remain confident of our ability to meet the challenges currently facing the (commercial mortgage-backed securities) market through the strength of our origination, acquisition and servicing functions." In the time since the three initial lawsuits were filed against the REIT, numerous other suits have been filed on behalf of additional shareholders involving additional law firms. Beyond action in the courts in the wake of Criimi Mae's bankruptcy filing, Standard & Poor's removed Criimi Mae Services, a subsidiary of Criimi Mae Inc., from its approved servicer list as a commercial loan servicer, commercial loan master servicer and commercial asset manager/special servicer. Regarding the action, S&P said, "All of the transactions in which CMS is acting as master and/or special servicer are currently performing well with very few loans being specially serviced. Therefore, (the bankruptcy filing) has no immediate impact on ratings for the related transactions. "(We) will continue to closely monitor each transaction and CMS' performance as master and special servicer. In particular, (we) will focus on the firm's ability to retain the necessary resources to perform its servicing responsibilities as a result of its parent's bankruptcy filing." GREATE BAY CASINO: Files Complaint Against Arthur Andersen ---------------------------------------------------------- Greate Bay Casino Corporation recently filed a complaint against Arthur Andersen LLP, GBCC's certifying accountants, and others alleging negligent advice and breach of contract with respect to certain tax consequences resulting from the spin off of its stock held by Hollywood Casino Corporation ("HCC") to HCC's shareholders on December 31, 1996. A copy of the complaint is included as an exhibit to this Form 8-K and is incorporated herein by reference. In view of the pending litigation discussed above, the Audit Committee of the Company's Board of Directors voted on October 15, 1998 to terminate Andersen as GBCC's independent accountants. There were no disagreements with Andersen of the type which would require disclosure under Item 304 of Regulation S-K. Andersen's report on the consolidated financial statements of GBCC as of December 31, 1997 and for the three year period then ended included an explanatory paragraph referring to the Company's disclosure concerning substantial doubt about its ability to continue as a going concern. Such uncertainty resulted from the filing by GBCC's most significant operating subsidiary on January 5, 1998 of a petition for protection under Chapter 11 of the United States Bankruptcy Code. As previously disclosed in the Company's Form 10-Q for the period ended June 30, 1998, GBCC was recently advised that it may have to modify its tax treatment with respect to the spin off of its stock by HCC. The Company commenced an investigation and is continuing to work with the assistance of outside advisors and consultants to determine the extent of changes that might be required to its 1996 and subsequent income tax returns and the appropriate financial statement disclosure. Based on its initial review, the Company expects that it will be required to recognize taxable income for 1996 and succeeding periods. Management believes, however, that net operating loss carryforwards and other tax attributes will largely offset the taxable income. The consolidated financial statements of the Company reflect a valuation allowance relating to the deferred tax assets associated with the net operating loss carryforwards at December 31, 1996 and 1997. To the extent that net operating loss carryforwards and other tax attributes are used to offset such taxable income, they will not be available to offset future taxable income. Until the Company completes its investigation, the full impact of the revised tax treatment on its financial statements is uncertain. GBCC will disclose the results of its investigation when additional information is known. The Company, with the consideration and approval of its Audit Committee, has engaged the firm of Deloitte & Touche LLP as its new certifying accountants. MANHATTAN BAGEL: Court Approves Disclosure Statement ---------------------------------------------------- The Honorable William H. Gindin approved the Disclosure Statement of Manhattan Bagel Company, Inc. and I & J Bagel, Inc. on October 14, 1998. November 20, 1998 at 10:00 am is fixed as the date and time for the hearing on confirmation of the plan. MEDPARTNERS: Doctors give MedPartners ultimatum ----------------------------------------------- The News Observer, Raleigh, NC reports on 10/24/98 that The Triangle's largest physician group, with more than 100 doctors and as many as 250,000 patients, says it can't practice medicine properly because of problems with its owner, Alabama-based MedPartners. Cardinal Healthcare said that if the problems - including low morale and poor administration - aren't addressed, it will break its ties with MedPartners. But such a move could lead to chaos in the local health-care market because of non-compete clauses in the physicians' contracts that forbid them to practice anywhere else in the area. Observers worry that Cardinal patients would then suffer the same disruptions in medical treatment that followed MedPartners' recent clash with the doctors at its other Wake County affiliate, the now-bankrupt North Carolina Medical Associates. "I think it's a little bit frightening. It could interrupt the flow of health care like no one has seen around here, ever," said Dr. Lewis Stocks, a Raleigh surgeon not affiliated with Cardinal. "The patients would certainly suffer far more than anyone else. "We've seen what's happened with just the 20 {doctors at NCMA}," Stocks added. "I just think it would cause a significant, significant crisis. Even if they were shut down for a week or 10 days, it would be a crisis." MedPartners' initial efforts to enforce the NCMA non- compete clauses forced as many as 65,000 patients to look for new doctors. Former NCMA patients have had to delay treatment for cancer, congestive heart failure and other serious conditions or have ended up in emergency rooms because of difficulties finding new doctors in the area. A letter from Cardinal president Dr. D. Allen Hayes, obtained by The News & Observer, claims MedPartners has breached its main contract with Cardinal by not providing services "in a manner consistent with a first-class multispecialty clinic." The letter, sent to MedPartners on behalf of all Cardinal doctors and dated the end of August, suggests that if the problems are not fixed, Cardinal "intends to terminate" its relationship with MedPartners. Local health-care providers, particularly primary care doctors, already have had their patient loads stretched to the limit this fall during the protracted legal battle between MedPartners and NCMA. In a response letter presented to Cardinal doctors, Allen Karp, president of Eastern operations for MedPartners, argued that his company has not breached the contract. "While our performance in one or more of the areas you describe might be below the standard that each of us might prefer ... MedPartners' performance has not deviated in any material way from the performance that was agreed upon," said the letter, which Cardinal doctors received at a meeting Thursday night. On Friday, MedPartners spokesman Tom Dingledy would only say, "We are aware of the situation with the physicians at Cardinal and have entered into a dialogue to resolve those issues." Reached at his office Friday, Hayes declined to discuss the contents of the letters. But he was a little more restrained in his comments than in his letter. He said that Cardinal had issued a challenge to MedPartners to fix the "kinks" in their relationship and hoped that could be accomplished. NCMA filed for bankruptcy protection in August after it was unable to pay its doctors' salaries. Its offices have since shut down. If Cardinal, which is four times the size of NCMA, were to leave MedPartners, it is unclear how its doctors would continue to practice medicine in the area because of the non-compete clauses. In the letter describing what he considers a breach of contract, Hayes maintained that "MedPartners has not and is not currently providing the management services reasonably necessary for the day- to-day administration, operations and non-medical management of the practice." In its response letter, MedPartners said that after an "extensive review" it had determined that many of Cardinal's claims are not as serious as Cardinal portrayed them. Others are based on incorrect data, it said. For example, MedPartners said staff turnover rates were lower than Cardinal reported. MedPartners also said it was actively evaluating and negotiating HMO contracts. Cardinal has given MedPartners until late November to try to correct the problems it has cited. A similar move happened a year ago in the NCMA case, when NCMA sent MedPartners a notice of breach, according to federal bankruptcy court documents. Over succeeding months, MedPartners also denied that there was a breach. Eventually NCMA attempted to negotiate changes in the arrangement with MedPartners, but the two sides made little headway, and the bankruptcy followed. Cardinal doctors said the practice is beginning to divide into factions. Some advocate decisive action, while others are hoping to see everything worked out. Most doctors would not speak for attribution, citing confidentiality provisions in their contracts. A Raleigh specialist with Cardinal predicted that Cardinal will break off from MedPartners, as a whole or piece by piece. He said the most frustrated doctors have been the primary care physicians who have been asked to take on thousands of NCMA patients while their pay has been cut significantly. "They feel like they have too many patients to do a good job, and they're afraid someone is going to fall through the cracks," the specialist said. The doctor added that the physicians have been calling one another frequently, asking others to join efforts to hire attorneys and free themselves from their contracts. MedPartners, one of the largest physician practice management companies in the country with $6.3 billion in 1997 revenues, has bought practices from coast to coast. MedPartners ran into troubles late last year, when it agreed to merge with its largest competitor. After the merger fell through, MedPartners reported hundreds of millions of dollars in losses. Its stock price, which was as high as $36 a share in 1996, closed Friday at $2.94 a share. Most Cardinal doctors were restricted from selling a large portion of their stock, and have watched it plummet. PITTSBURGH PENGUINS: Co-Owner Says Team Is Open to a Buyer ---------------------------------------------------------- While team owners have not put the Pittsburgh Penguins up for sale, co-owner Howard Baldwin said if someone were to make the right offer, he and partner Roger Marino would sell, The Pittsburgh Post-Gazette reported. Baldwin said that they would be crazy not to sell, but also added that someone might have to be crazy to buy the team, which filed for chapter 11 protection earlier this month and has debts of about $100 million. The team is facing lawsuits from the city and county as well. (ABI 26-Oct-98) SCHEIN PHARMACEUTICAL: Alleged Misstatements In IPO --------------------------------------------------- A class action lawsuit was filed on September 15, 1998, in the United States District Court for the District of New Jersey on behalf of all persons who purchased Schein common stock pursuant or traceable to the Company's initial public offering ("IPO") on or about April 9, 1998 (the "Class Period"). The action was filed by the law firm of Berger & Montague, P.C. The Complaint charges that the Company and three of its officers violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The action alleges that the Registration Statement and Prospectus issued in connection with the IPO contained material misstatements and omissions of material fact concerning the Company's compliance with FDA rules and regulations in its manufacturing process. On September 10, 1998, Schein announced that the FDA had filed a seizure action against all products manufactured by its Steris Laboratories, Inc. plant in Phoenix. In response to this news, the price of Schein common stock plunged 53%. SUN TV: Orders Authorize Employment of Professionals ---------------------------------------------------- The court approved the motion of Sun TV and Appliances, Inc. and Sun Television and Appliances, Inc. to retain Otterbourg, Steindler, Houston & Rosen PC as co-counsel for the Official Committee of Unsecured Creditors. By separate order, Ernst & Young LLP were authorized as accountants for the Official Committee of Unsecured Creditors. SUN TV: Trustee Names Sun TV Creditor Panel ------------------------------------------- The U.S. Trustee has appointed an official committee of Sun Television & Appliances Inc.'s unsecured creditors: Whirlpool Corp.; Pionex Technologies; Frigidaire Home Products; Hitachi Home Electronics; Zenith Electronics Corp.; Philips Consumer Electronics; and GE Appliances. The panel has retained Pepper Hamilton LLP as counsel. (The Daily Bankruptcy Review and ABI Copyright c October 26, 1998) Meetings, Conferences and Seminars ---------------------------------- November 9-10, 1998 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Conference on Corporate Restructurings: Asia Indonesia * Thailand * South Korea The Radisson Empire Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com November 17-18, 1998 AIC WORLDWIDE Retail Credit Card Management & Collections Chicago Hilton & Towers, Chicago, Illinois Contact: 1-212-714-1444 November 20-23, 1998 COMMERCIAL LAW LEAGUE OF AMERICA 78th Eastern District Meeting New York Marriott World Trade Center, New York City Contact: Warren Pinchuck, New Hyde Park, New York November 30-December 1, 1998 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Distressed Investing '98 The Plaza Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com December 3-5, 1998 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin La Paloma, Tuscon, Arizona Contact: 1-703-739-0800 December 10-12, 1998 THE AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION The Emerged & Emerging New Uniform Commercial Code Sheraton New York Hotel, New York City Contact: 1-800-CLE-NEWS January 28-February 1, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 38th Annual Southern District Meeting Royal Sonesta Hotel, New Orleans, Louisiana Contact: 1-423-971-1551 February 18-21, 1999 COMMERICAL LAW LEAGUE OF AMERICA Annual Western District Meeting Monte Carlo Hotel & Casino Resort, Las Vegas, Nevada Contact: 1-702-382-9558 Febraury 28-March 3, 1998 NORTON INSTITUTES ON BANKRUPTCY LAW Norton Bankruptcy Institute I Olympic Park Hotel, Park City, Utah Contact: 1-770-535-7722 March 18-21, 1998 NORTON INSTUTUTES ON BANKRUPTCY LAW Norton Bankruptcy Litigation Institute II Flamingo Hilton Hotel, Las Vegas, Nevada Contact: 1-771-535-7722 April 26-27, 1999 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Bankruptcy Sales, Mergers & Acquisitions The Mark Hopkins, San Francisco, California Contact: 1-903-592-5169 or ram@ballistic.com April 28-30, 1999 INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS INSOL Bermuda '99 Conference of the Americas Castle Harbour Marriott Resort Contact: INSOL@weil.com *********** The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. 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., Princeton, NJ, and Beard Group, Inc., Washington, DC. Debra Brennan and Lexy Mueller, Editors. Copyright 1998. 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 * * *