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/raid1/www/Hosts/bankrupt/TCR_Public/981124.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 24, 1998, Vol. 2, No. 230 Headlines AIRSTAR TECHNOLOGIES: Reports Net Loss of $2.6 Million AL TECH: Union-Backed Group Seek Capital AMES: Stock Option Agreement With Hills and HSC Acquisition BONNEVILLE PACIFIC: Reports Effective Date of Plan to SEC CAMPO ELECTRONICS: Reports Conversion To SEC CITYSCAPE FINANCIAL: Ceases Operations COMMERCIAL FINANCIAL: Seeks Buyer DAEWOO GROUP: Says No Bankruptcy Despite Rumors DANKA BUSINESS: Won't Rule Out Possibility Of Chapter 11 ELDER BEERMAN: Shareholder Rights Agreement Extended GANTOS, INC: Covenant Problems; Exploring Alternatives GLOBAL MOTORSPORT: Reports Letter From GOLDEN CYCLE, LLC GULFPORT ENERGY: Notifies SEC of Late Filing HAYES CORP: Long-Term DIP Pact Talks As Interim Deal Ends HONDO OIL & GAS: Reports Meeting of Stockholders KIWI AIRLINES: CEO Murphy Resigns LIVENT INC: Stock Plummets LIVENT INC: Debt Rating Cut Four Notches MANHATTAN BAGEL: Joint Plan Wins Court Approval METALLURG INC: Replaces Deloitte & Touche OMEGA ENVIRONMENTAL: July & August Financials OXFORD HEALTH PLANS: Amendment to Investment Agreement PHC INC: Files Annual Report PHILIP SERVICES: Reaches Agreement With Icahn PHP HEALTHCARE: Case Summary & 20 Largest Creditors PHP HEALTHCARE: Files For Relief PORTACOM WIRELESS: Delays Filing of Form 10-Q READING CHINA & GLASS: Case Summary & 20 Largest Creditors READING CHINA & GLASS: Gordon Bros. Wins GOB Auction SAA MEDICAL: Viagra Clinic Files Chapter 11 SANYO SECURITIES: To File Bankruptcy SCOOP, INC.: Notifies SEC of Late Filing SNAKE EYES: Golfsmith International to Acquire Snake Eyes SOLV-EX: Announces Meyners + Company as Accountant SUN HEALTHCARE: Losses Continue in 3rd Quarter SYQUEST TECHNOLOGIES: Reports Letter of Intent To SEC UNISON HEALTHCARE: Notifies SEC of Late Filing USN COMMUNICATIONS: Law Suit Charges Misleading Information USN COMMUNICATIONS: Completes Sale VOICE IT: Court Extends Time To Reject or Assume Leases WELCOME HOME: Reports Results of Operations Meetings, Conferences and Seminars ********* AIRSTAR TECHNOLOGIES: Reports Net Loss of $2.6 Million ------------------------------------------------------ Palm Springs-based Airstar Technologies Inc. (OTC: ASTGQ), which installs telecommunications equipment at military barracks, reported a net loss of $2.6 million for the third quarter ended Sept. 30. On Oct. 13, Airstar Technologies filed for bankruptcy protection under Chapter 11 to facilitate restructuring of the company's operations and financing arrangements. The company's stock had traded under the ASTG ticker symbol until October. AL TECH: Union-Backed Group Seek Capital ---------------------------------------- The Buffalo News reports on November 20, 1998 that a union- backed group bidding for AL Tech Speciality Steel Corp. will seek a capital injection from New York State to help lift the Dunkirk-based steelmaker out of bankruptcy proceedings, a steelworkers' official said Thursday. The United Steelworkers of America will meet with Empire State Development Corp. officials in New York today to request an undetermined financing package, said Lou Thomas, USW district director in Buffalo. "We need some money coming in from the state to bolster its (AL Tech's) capital expenditure program," Thomas said. Atlas Steels Inc. of Mississauga, Ont., is the surviving bidder for the AL Tech. Another bidder, Universal Stainless & Alloy Producers, dropped out of the running after failing to gain USW support. "We came to a point we felt we could not continue," Universal president Clarence McAninch said. The Pittsburgh- area company's letter of intent to buy AL Tech for $38 million expired Tuesday. At stake are about 230 jobs remaining at AL Tech's Dunkirk plant. The company has cut the site's jobs from about 500 since filing for bankruptcy on Dec. 31, 1997, listing assets of $90.4 million and debts of $251 million. The steelworkers' union, which chairs the bankruptcy creditors committee, is owed $50 million in unfunded post-retirement benefits, putting it among AL Tech's largest creditors. Atlas, supplier of raw steel "billets" to AL Tech, is also a big creditor. Under the Atlas/USW plan, AL Tech's plant in Watervliet, near Albany, would be reduced to about 15 workers, Thomas said, from a high of about 200 before the filing. Only a portion of the Watervliet operation would continue. A state investment would help insure the survival of the company and its Dunkirk plant by raising productivity, Thomas said. AL Tech's equipment to make stainless steel bar, rod and wire needs to be upgraded to be competitive, he said. The Empire State Development Corp. is working with Atlas and the USW, but it's too early to discuss the details of the potential financing package, agency spokeswoman Caroline Quartararo said. "We're working with them . . . to try to keep AL Tech Steel open," she said. "We're hopeful." Atlas' takeover plan would put 35 percent of AL Tech's ownership into workers' hands, in the form of an employee stock ownership plan, Thomas said. State funding would not be AL Tech's first trip to the public well. The company, then Allegheny Ludlum, received a $10 million injection of federal funds in 1977 to preserve jobs in the midst of an economic crunch. The funds were the subject of controversy when the state Job Development Authority and Chautauqua County Industrial Development Agency were found to have mismanaged a loan pool supposed to be built on AL Tech's repayments. (Buffalo News -11/20/98) AMES: Stock Option Agreement With Hills and HSC Acquisition ----------------------------------------------------------- As of November 12, 1998, Hills Stores Company, a Delaware corporation, and Ames Department Stores, Inc., a Delaware corporation, and owner of all capital stock of HSC Acquisition Corp., a Delaware corporation, have entered into a Stock Option Agreement pursuant to which Hills granted to Ames an option to purchase up to 2,073,753 shares of common stock, par value $.01 per share, of Hills or such other number of shares of common stock of Hills as equals 19.9% of the Company's issued and outstanding shares of its common stock at the time of the exercise of the Stock Option. The complete text of the Tender Offer Statement is available via the Internet at http://www.sec.gov/Archives/edgar/data/0000889812-98- 002742.txt BONNEVILLE PACIFIC: Reports Effective Date of Plan to SEC --------------------------------------------------------- On November 2, 1998, the "Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998" became effective. Accordingly, on November 2, 1998, the Trustee, to the extent consistent with the Plan, turned control of the Company over to a new Board of Directors. The Company has therefore emerged from bankruptcy, subject to the completion of those actions required by the Plan. Final Monthly Financial Report - Chapter 11, for the period October 1, 1998 to October 31, 1998, of the company, dated November 16, 1998 as filed by the company with the United States Bankruptcy Court for the District of Utah, Central Division on November 16, 1998. (States SEC-11/21/98) CAMPO ELECTRONICS: Reports Conversion To SEC -------------------------------------------- On November 5, 1998, the United States Bankruptcy Court for theEastern District of Louisiana entered an order converting the 1997 Chapter 11 case of Campo Electronics, Appliances and Computers, Inc., case number 97-13057, to a case under Chapter 7 of the Federal Bankruptcy Code. Pursuant to the Court's order, the Company was also authorized and directed to pay certain expenses. The Court also appointed Wilbur J. Babin, Jr. as the Chapter 7 Trustee. (States SEC-11/21/98) CITYSCAPE FINANCIAL: Ceases Operations -------------------------------------- Unable to obtain financing to continue buying and originating mortgage loans, Cityscape Financial Corp. suspended business operations Nov. 17 and is evaluating the "potential transfer" of its loan servicing portfolio. "The company's decision is due to its determination, following discussions with potential lenders regarding post- reorganization warehouse financing, that adequate sources of such financing are not available," according to the company's Form 8-K filed with the Securities and Exchange Commission. Cityscape slashed nearly 54 percent of its workforce last month, cutting 211 of its 454 employees, and revealed in the recent filing that more downsizing and headcount reductions are expected as a result of suspending "Sav-A-Loan" operations. (The Daily Bankruptcy Review and ABI Copyright c November 23, 1998) COMMERCIAL FINANCIAL: Seeks Buyer --------------------------------- Commercial Financial Services Inc., which is the largest U.S. debt collection concern, is seeking a buyer as its cash position erodes quickly, The Wall Street Journal reported. In the last week, eight parties have met with CFS to discuss buying the company, but no price has been discussed yet, and a deal isn't expected for at least three weeks. SunAmerica Inc. and GE Capital Corp. are among the parties in negotiations. An anonymous letter to bond-rating agencies in September charged that 18 percent of its credit card delinquent accounts were not collected but resold to Dimat Inc., a company allegedly owned in part by Jay Jones, a CFS founder. This would make CFS's bill collection record look better than it was. CFS continues to make interest and principal payments to bondholders from the money it collects servicing delinquent debts, and it says collections are running at a record pace. But bondholders are concerned that the company will not be able to meet its obligations in the coming months if the fraud allegations are true. In addition, the company is losing money quickly; in late September it had $342 million; last week, it was down to $246 million. DAEWOO GROUP: Says No Bankruptcy Despite Rumors ----------------------------------------------- The International Herald Tribune reports on November 21, 1998 that Daewoo Group, South Korea's third-largest conglomerate, fought back Friday against reports and rumors that it might be the next conglomerate in South Korea to face dissolution and possible bankruptcy of some of its companies. Jang Byung Soo, president of Daewoo Corp., the group's trading arm and construction company, said the group would wind up with a substantial profit for the year. One report, from Nomura Securities of Japan, said that the group had "survived solely on liquidity procured through the issuance of bonds" and that the group was "likely to face huge difficulties in arranging equity financing." Daewoo's "only survival option," said the report, was "through the sale of assets." Mr. Jang dismissed as "totally groundless" reports that Daewoo might have to sell off some of its subsidiaries to keep major affiliates from going bankrupt. He blamed the group's financial troubles in the first six months of the year to "additional loans" that the group had to obtain to take over Ssangyong Motor Co., a small motor- vehicle manufacturer that Daewoo bought last December. "This year, all units will make a combined net profit of 670 billion won," or $520.7 million, Mr. Jang said. "The group will have no particular cash-flow problems." A sign of the group's difficulties, however, was its decision Tuesday to float $380 million in corporate bonds in an effort to obtain cash in place of the credit that it normally would receive from banks. While rolling over Daewoo's loans, Daewoo's banks have been extremely reluctant to extend fresh credit, according to securities analysts. The Nomura report, widely publicized in the South Korean media, said that in the third quarter of this year Daewoo had issued 9.2 trillion won of corporate bonds, 27 percent of the country's bond issues. The Nomura report said the firm was no longer providing information on Daewoo Electronics or Daewoo Heavy Industries, two core companies. DANKA BUSINESS: Won't Rule Out Possibility Of Chapter 11 -------------------------------------------------------- Danka Business Systems PLC ADR won't rule out a possibility of filing for Chapter 11 bankruptcy under its current restructuring options. Danka has hired the investment banking firm of Wasserstein Perella & Co. to aid the firm in an examination of its business and to advise the company concerning a possible restructuring. A key element of any restructuring will likely involve Danka considering the sale of one or more of its divisions or operating units. (Federal Filings 23-November-98) ELDER BEERMAN: Shareholder Rights Agreement Extended ---------------------------------------------------- The Elder-Beerman Stores Corp. (Nasdaq: EBSC) announced that its Board of Directors has extended the term of its shareholder rights plan. With an initial term of one year, the rights agreement allowed the Board to extend the plan for a total of ten years. As a result of the Board action, the company's shareholder rights plan will expire on January 9, 2008. No other action was taken by the Board with respect to the rights agreement. According to Frederick J. Mershad, Chairman and Chief Executive Officer of Elder-Beerman, "The Board extended the rights plan after careful study. This extension was not in response to any pending takeover threat against the company. Shareholder rights plans, which typically have a ten-year term, are intended to protect a company and its shareholders from potentially unfair takeover practices. Extending the rights agreement protects Elder-Beerman and its shareholders by ensuring that all shareholders receive a fair price and are treated equally in the event of a takeover." Elder-Beerman reported total revenues of $607.9 million and net sales from store operations of $581.4 million on an operating base of 48 stores in 1997. The company's Bee-Gee shoe division operates 62 El-Bee and Shoebilee! shoe stores in seven states. Elder-Beerman also operates two furniture superstores. GANTOS, INC: Covenant Problems; Exploring Alternatives ------------------------------------------------------ Gantos, Inc., disclosed last week that, because of the net loss reported by the Company for the twenty six weeks ended August 2, 1997, the Company would not have been in compliance with the EBITDA covenant for the four quarters ended August 2, 1997, had Fleet Bank, N.A. and LaSalle National Bank not granted waivers. On October 8, 1997, the Company entered into a Third Amendment to the Fleet facility. The Third Amendment provides for an adjustment to the interest rates, beginning in fiscal 1998, based upon financial performance, an increase in the loan advance rate on inventory during the months of October through January, and adjustments to the financial covenants so that compliance with the financial covenants is based on a liquidity test as long as minimum levels of liquidity are maintained. It also provides that if the Company prepays its 12.75% notes outstanding under its Indenture, it must pay Fleet Bank a fee of $750,000 and the loan advance rate on inventory is reduced to pre-amendment levels. The total commitment and term remain the same. The Company's Indenture, under which the Company's 12.75% Notes were issued, also contains certain financial covenants. In part because of the net loss reported by the Company for the twenty-six weeks ended August 2, 1997 and the thirty-nine weeks ended November 1, 1997, the Company was not in compliance with the earnings before interest, taxes, depreciation and amortization covenant for both quarters ended August 2, 1997, and November 1, 1997, and it was not in compliance with the interest coverage ratio covenant for the quarter ended November 1, 1997. As of April 24, 1998, $7.0 million in principal amount of Notes were outstanding. On December 15, 1997, the Company entered into Supplemental Indenture No. 1 and an Agreement with the trustee and principal holder of the Notes, respectively, to waive existing EBITDA and interest coverage ratio defaults and to revise some of the financial covenants under the Indenture so that compliance with those covenants is based on a liquidity test as long as minimum levels of liquidity are maintained under the Fleet facility. The Indenture Supplement was entered into in exchange for the payment of approximately $400,000 plus expenses to the Trustee for the benefit of the Note holders. The Indenture, as amended, continues to require a minimum net worth of $20 million at the end of each quarter. As of January 31, 1998, the Company's net worth was approximately $21.7 million. Management does not believe that the Company will be able to meet this covenant in the second quarter of 1998 and might not be able to meet the new liquidity test in the third quarter of 1998. The Company is negotiating with Fleet Bank and the principal holder of the Notes to amend these covenants. If the Company is unsuccessful in renegotiating these covenants on terms and conditions acceptable to the Company, it would consider refinancing the applicable indebtedness. Any inability by the Company to renegotiate these covenants or to refinance the applicable indebtedness on terms and conditions acceptable to the Company could have a material adverse effect on the Company's business, operations, liquidity, financial condition and results of operations, and could require the Company to substantially reduce or discontinue its operations. Even if the Company is successful in renegotiating the net worth covenant under the Indenture, there can be no assurance that the Company would be able to meet the revised covenants or liquidity test under the Indenture or the Fleet facility, unless sales substantially improve. As a result, the Company has engaged a financial advisor to assist it in exploring its strategic alternatives, although there can be no assurance that any viable strategic alternatives will be found. GLOBAL MOTORSPORT: Reports Letter From GOLDEN CYCLE, LLC -------------------------------------------------------- Global Motorsport Group, Inc. reports to the SEC a letter from Golden Cycle, LLC stating that Golden Cycle believes that Global Motorsport has a fiduciary duty to negotiate with Golden cycle, or any prospective purchaser, regarding a transaction to acquire Global Motorsport that is in the best interests of its stockholders. Golden Cycle states, "As we have publicly announced, Golden Cycle, LLC has proposed a transaction whereby the company would acquire, in a transaction structured as a self tender offer by Global Motorsport and subject to no financing conditions, approximately 99% of the outstanding shares of common stock of Global Motorsport (approximately 4.6 million shares) not currently owned by us for a cash purchase price of $20 per share. While we do not think that our offer needs to be forwarded to you in writing in order for you to be required to consider it, we are, in the event that you disagree, hereby formally transmitting our offer to you, in writing. Accordingly, notice is hereby given of our proposed "Acquisition Transaction" as such term is defined in Section 6.2 of your merger agreement with Stonington Partners. Considering that our offer is $0.50per share better than Stonington Partners' offer, we are prepared to meet with you at your earliest opportunity in order to complete our proposed transaction. Please note that a copy of our firm commitment letter from NationsBank, N.A. to provide a portion of the financing needed for the transaction was filed with the Securities and Exchange Commission as an amendment to our Schedule 13D on October 28, 1998." Roger Grass and his father have committed to the remainder of the financing. GULFPORT ENERGY: Notifies SEC of Late Filing -------------------------------------------- As a result of the Gulfport Energy Corporation's financial condition, the company reports that to the SEC that it will be filing its quarterly report late due to the fact that the company was required to reduce the number of internal accounting staff and to outsource a portion of its accounting functions. In addition, a third party engineering firm was delayed in providing the registrant with information needed to complete its financial statements. As a result, the registrant was not able to file its Quarterly Report on Form 10-Q for the three months ended September 30, 1998 on or before November 16, 1998. During the three months ended September 30, 1998, the Company reported oil and gas revenues of $2.3 million, a 53% decrease from $4.9 million for the comparable period in 1997. This decrease was primarily attributable to a significant reduction in the average oil and natural gas prices received during 1998 in combination with a 40% reduction in oil production and a 21% reduction in gas production from the same period in 1997. The decline in oil and gas production was due in part to the Company's failure to perform rework and development activities due to the lack of adequate working capital. HAYES CORP: Long-Term DIP Pact Talks As Interim Deal Ends --------------------------------------------------------- With Hayes's interim debtor-in-possession financing scheduled to expire yesterday, the company and lender NationsCredit Commercial Corp. are still trying to reach an agreement that provides permanent DIP financing. Negotiations for a permanent credit agreement are still underway. While some type of deal is expected by today, it remains unclear whether the parties will have a long-term agreement or another interim financing arrangement. (Federal Filings Inc. 23-Nov-98) HONDO OIL & GAS: Reports Meeting of Stockholders ------------------------------------------------ Hondo Oil & Gas Company reports to the SEC that a special meeting of stockholders of Hondo Oil & Gas Company, a Delaware corporation will be held on December 23, 1998 at 10:00 a.m., New York Time, at the offices of Parker Chapin Flattau & Klimpl, 18th Floor, 1211 Avenue of the Americas, New York, New York 10036, yo consider and vote upon a proposal to adopt an Agreement and Plan of Merger, dated October 12, 1998 by and among the Company, HOGC Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Lonrho Plc to approve the related proposed merger of the Purchaser with and into the Company. As a result of the Merger, the Company will become a wholly owned subsidiary of the Parent and each issued and outstanding share of Common Stock, par value $1.00 per share of the Company (other than Shares owned by the Parent or any subsidiary of the Parent, Shares held in treasury by the Company and Shares held by stockholders who perfect appraisal rights under Delaware law)will be converted into the right to receive $0.05 per Share net in cash, without interest thereon. KIWI AIRLINES: CEO Murphy Resigns --------------------------------- Jerry Murphy, president and CEO of Kiwi International Air Lines, has resigned, citing personal reasons. Murphy led the Newark-based airline since September 1995. Dr. Charles Edwards, a Baltimore surgeon who formed a group to save Kiwi from liquidation, will be the interim CEO while chief administrative officer Jimmie Player will be the interim president, Kiwi said Saturday. Edwards and his group bought Kiwi in July 1997. Until then, most of Kiwi was owned by its employees. It began flying in September 1992, founded and largely bankrolled by pilots and others who became jobless when Pan Am and Eastern failed. They chose the name of a flightless bird because they had lost their wings. The airline once had 1,200 employees and 15 leased jets before entering bankruptcy protection and suspending regular flights. At its peak, Kiwi flew 65 flights a day. Kiwi now has about 625 employees. It links Newark International Airport with Atlanta; Chicago; Orlando, Miami and Palm Beach, Fla.; and San Juan and Aguadilla, Puerto Rico. LIVENT INC: Stock Plummets -------------------------- Shares in Livent Inc. plunged precipitously Friday when trading in the troubled theatrical company that produces "Ragtime" and other hit musicals resumed for the first time in three months. Livent shares fell to 44 cents from its last close of $10.15 on Aug. 7, when trading was stopped on the Toronto Stock Exchange because of allegations of widespread irregularities in the company's financial records. The Ontario Securities Commission lifted its ban on Livent trading after the company sought bankruptcy protection from its creditors this week in an attempt to gain time to restructure of its operations. The Toronto exchange is continuing the halt on trading Livent shares on its main exchange, but trading did resume on an over-the-counter exchange called the Canadian Dealing Network. LIVENT INC: Debt Rating Cut Four Notches ---------------------------------------- Livent Inc.'s debt rating was cut four notches to Standard & Poor's Corp.'s lowest possible category after the troubled theater company filed for protection from creditors in U.S. Bankruptcy Court Wednesday. S&P lowered its rating on Livent's high-yield debt to "D" from "CCC." Separately, the company said it received court approval for $5 million (U.S.) in short-term financing from a group of its directors and will need substantially more financing by the end of the month to cover costs while it reorganizes. The moves come a day after the Toronto-based producer of "Ragtime" and other Broadway shows restated more than two years of financial results, wiping out $85.1 million (Canadian), $61.7 million (U.S.) of earnings, as it filed for bankruptcy protection after concluding an investigation of accounting irregularities uncovered in early August. "The bonds are a mess," said Bishop Cheen, an analyst at First Union Capital Markets Corp. "It's up to (Michael) Ovitz and (Chairman Roy) Furman at this point to articulate a plan of recovery." Furman, a former investment banker, and Ovitz, the former president of Walt Disney Co., are part of an investor group that owns about 12 percent of Livent. Livent's $125 million issue of 93/8 percent senior subordinated notes due 2004 were each worth 49 cents on the dollar, based on an offer Thursday morning, Cheen said. Last week, the bonds were 61 cents on the dollar. In a separate lawsuit filed Wednesday in Toronto, Livent sued co- founders Garth Drabinsky and Myron Gottlieb for $225 million (Canadian) in damages, claiming a range of violations including fraud and breach of contract. The two executives, who were fired Wednesday, countersued Furman and Ovitz, seeking $100 million (Canadian) each. They claim Furman, Ovitz and their associates conspired to defame them. (Buffalo News - 11/20/98) MANHATTAN BAGEL: Joint Plan Wins Court Approval ----------------------------------------------- New World Coffee & Bagels, Inc. (Nasdaq: NWCI) today announced that the United States Bankruptcy Court for the District of New Jersey has approved the Debtor's Joint Plan of Reorganization with respect to the Company's acquisition agreement with Manhattan Bagel Company, Inc. (Nasdaq: BGLSQ). The Plan of Reorganization received the full support of the secured creditor. In addition, an overwhelming 92%+ of the unsecured creditors voted for the Plan. Court approval of the Plan paves the way for the completion of the acquisition of Manhattan Bagel by New World. "Court approval of our Plan of Reorganization should be the final step in the court system towards completing this acquisition. The overwhelming support of the creditors speaks to their recognition of the substantial benefits of the combination," said Ramin Kamfar, New World's CEO and President. "Both New World and Manhattan Bagel had solid third quarter performances. With this major step behind us, we now look forward to completing the acquisition shortly." Founded in 1993, New World Coffee & Bagels currently owns, operates and franchises stores in New York, New Jersey, Pennsylvania, Connecticut, Maryland, Florida and Germany, and also operates a coffee roasting facility in Branford, CT. The Company's stores are the first in the industry to combine a coffee bar and bagel bakery under one roof. This two-in-one concept allows New World Coffee & Bagels stores to generate continuous traffic for breakfast, lunch and between meals, maximizing store sales. The acquisition would create the largest coffee/bagel franchisor in the United States with approximately 340 stores, systemwide revenues approaching $150 million and company revenues exceeding $45 million. In addition, the acquisition would create the only industry company vertically integrated in both coffee and bagel manufacturing, with bagel dough plants and a coffee roasting facility capable of supplying stores on both coasts. METALLURG INC: Replaces Deloitte & Touche ----------------------------------------- On November 16, 1998, Metallurg, Inc.replaced its independentcertifying accountants, Deloitte & Touche LLP. Deloitte & Touche LLP's reports on Metallurg, Inc.'s financial statements for each of the past two years did not contain an adverse opinion or a disclaimer of opinion and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principles, although the report with regard to the financial statements for the 1996 fiscal year contained an explanatory note relating to Metallurg, Inc.'s bankruptcy and a paragraph discussing a change in accounting principles resulting from the bankruptcy, and the report with regard to the financial statements for the 1997 fiscal year contained an explanatory note relating to the April 1997 confirmation of Metallurg, Inc.'s plan of reorganization and a paragraph discussing a change in accounting principles resulting from the reorganization. On November 16, 1998, the Registrant engaged PricewaterhouseCoopers LLP as its independent accountants. (States SEC-11/21/98) OMEGA ENVIRONMENTAL: July & August Financials --------------------------------------------- For the months ending July 31 and August 31, 1998, Omega Environmental, Inc., filed its monthly operating reports with the U.S. Bankruptcy Court and provided copies to the SEC. Full-text copies of these reports are available at no charge at http://www.sec.gov/Archives/edgar/data/871826/0001047469- 98-041348.txt via the Internet. OXFORD HEALTH PLANS: Amendment to Investment Agreement ------------------------------------------------------ Oxford Health Plans reports to the SEC that on November 19, 1998, the company entered into an amendment to the Investment Agreement dated as of February 23, 1998 between TPG Partners II, L.P. and the Registrant. The Amendment permits the principals of the Investor to purchase up to an aggregate of 2,000,000 shares of common stock of the company. The effectiveness of the Amendment remains subject to applicable regulatory approvals, if any. PHC INC: Files Annual Report ---------------------------- PHC, Inc. is a national health care company specializing in the treatment of substance abuse, which includes alcohol and drug dependency and related disorders, and in the provision of psychiatric services. The company filed its annual report with the SEC on November 18, 1998. A full-text copy of the report via the internet is available at http://www.sec.gov/Archives/edgar/data/0000915127-98- 000033.txt PHILIP SERVICES: Reaches Agreement With Icahn --------------------------------------------- Troubled Canadian waste hauler Philip Services Corp. said Friday it had reached a standstill agreement with U.S. investor Carl Icahn that allows it to start voluntary bankruptcy proceedings, reorganize and work its way out from under a mountain of debt. Hamilton, Ontario-based Philip has been beset by legal and financial problems this year. The deal it sealed with financier Icahn and his affiliated stakeholders calls for Philip to launch insolvency proceedings by February 28 of next year. A standstill agreement ensures cash-strapped Philip that lenders will not demand immediate repayment. Carl Icahn now owns about 14 percent of the company's equity and $200 million of its debt. Under the deal, more than $1 billion of bank debt is to be converted into $200 million of secured claims, and 90 percent of the equity in the new firm is turned over to debt holders, Philip said. The agreement, which lasts until a restructuring deadline of July 1999, stipulates that current Philip shareholders give up 90 percent of the company and keep a 10 percent stake. This could rise to 15 percent if certain assets are sold while Philip reorganizes. Also, Philip has signed a letter with industrial services and scrap firm Soave Enterprises LLC and a major, unnamed U.S. venture capital corporation, which have agreed to inject $100 million to $200 million into the company. Earlier this year, Philip was forced to restate its financial results from 1995 to 1997 because of rogue copper trading. It subsequently uncovered more losses, leading to more writedowns, and had been trying to stave off creditors while selling some units and restructuring to reduce debt. After months of talks, Icahn threatened this week to push Philip into bankruptcy if it did not hand over control to its lenders. Philip relented. "The standstill was necessary to afford Philip and its stakeholders the opportunity to salvage value, stabilize current operations and move quickly and efficiently toward a responsible restructuring," Icahn said in a news release. The Toronto Stock Exchange halted trading in Philip before the start of Friday's session but reopened dealings late in the day. The stock, which had been as high as C$24.25 in the last 52 weeks, rose C$0.27 to close at C$0.83. New York saw the stock price rise $0.13 to $0.50. ($1 = $1.55 Canadian) PHP HEALTHCARE: Case Summary & 20 Largest Creditors --------------------------------------------------- Debtor: PHP Healthcare Corporation 11440 Commerce Drive Reston, Virginia 20191 Type of business: Court: District of Delaware Case No.: 98-2608 Chapter: 11 Debtor's Counsel: Thomas L. Ambro Richards, Layton & Finger PA One Rodney Square, PO Box 551 Wilmington, Delaware 19899 (302) 658-6541 (203) 368-4234 Total Assets: $252,392,141 Total Liabilities: $279,091,232 No. of shares of preferred stock 37,585 No. of shares of common stock 11,697,173 20 Largest Unsecured Creditors: Name Nature Amount ---- ------ ------ University of MD Medical System Secondary Care $1 million Fried Frank Harris, Shriver Legal Services $670,000 PricewaterhouseCoopers LLP Accounting Services $660,000 Marsh & McLennan, Inc. Insurance $396,456 Cardinal Health Pharmaceuticals $308,544 Wilson, Elser, Moskowitz Legal Services $188,377 Cornerstone Suburban Office Leasehold $143,675 Littler Mendelson, PC Legal Services $121,362 New Boston Systems, Inc. Temp. Staffing $110,378 Lab Corporation of America Lab Services $97,506 Shearman & Sterling Legal Services $88,939 World Travel Service, Inc. Travel $84,608 Cananwill, Inc. Insurance Note $77,305 Reden & Anders, Ltd. Consulting $73,989 Computer Assoc. Int'l. Computer Support $72,010 Providence Yakima Medical Secondary Care $70,195 Manpower, Inc. Temp. Staffing $64,949 Reliastar Life Ins. Co. Insurance Admin. $61,947 RR Donnelley Receivable Printing $54,469 Beveridge & Diamond Legal Services $51,078 PHP HEALTHCARE: Files For Relief -------------------------------- The Washington Times reports on November 20, 1998 Reston-based PHP Healthcare Corp., which covers 26,000 District Medicaid recipients, filed for Chapter 11 bankruptcy protection yesterday. The move was prompted by the financial collapse of the company's Pinnacle Health Enterprises unit, a medical- services subsidiary in New Jersey that is battling to keep a contract to provide care to 194,000 members of a health maintenance organization. A District Medicaid official said that PHP's bankruptcy filing does not affect the company's D.C. Chartered Health Plan, which covers city Medicaid managed-care enrollees. "Obviously, we are concerned, but we have not seen any signs of any problems," said Jane Thompson, manager of the District's Medicaid managed-care program. "One of the first problems would be that they have slowed down on paying claims, and we haven't seen that." PHP issued a statement saying that the bankruptcy does not involve either D.C. Chartered or Virginia Chartered Health Plan, which the company said last month it will sell to UHS Managed Care Inc. for $7.2 million. Company President Jack Mazur did not return a call yesterday seeking comment. PHP, which manages clinics, provider networks and health plans in 30 states, listed liabilities of $279.1 million and assets of $252.4 million in bankruptcy papers filed shortly after midnight with the U.S. Bankruptcy Court in Wilmington, Del. The company sought protection after HIP of New Jersey moved yesterday to end its contract with Pinnacle, which provided health services to the nonprofit HMO. The two companies face legal action by New Jersey regulators because they failed to straighten out their financial problems during a court-imposed two- week grace period that ended Wednesday. PHP bought HIP's 18 New Jersey clinics for $72.6 million last year and signed a contract to provide health services to HIP managed-care members. But HIP was unable to control claims costs and fell $20 million behind in payments to PHP. New Jersey officials announced Oct. 27 that they were seizing control of HIP to guarantee continued health care to the HMO's members. Pinnacle, which manages the plan and operates its clinics, laid off 400 workers Sept. 4, and its president, Dr. Paul Frankel, committed suicide two days later. Debra O'Connell, vice president for marketing at Manassas- based Ambulatory Healthcare Corp. of America, said the company is still offering $2 per share to take over PHP despite its bankruptcy filing. Trading in PHP was suspended yesterday on the Nasdaq stock exchange. Its stock closed at 81 cents Wednesday. AHCA made its offer Nov. 12 and said it would sell off PHP's managed-care provider networks and concentrate on operating clinics. PHP's stock has plummeted since reaching $35 per share in June 1996. S&P downgraded PHP Sept. 11 to a Triple-C credit rating, which means the company risks defaulting on its debt within a year. WashingtonTimes- 11/20/98) PORTACOM WIRELESS: Delays Filing of Form 10-Q --------------------------------------------- PortaCom Wireless, Inc., telling the SEC that the Company presently has only one employee, Mr. Michael Richard, says that pressing matters directly related to the Company's pending bankruptcy case in Delaware make it impossible to timely file a Form 10-Q for the 3 and 9 months ending September 30, 1998. The Company says that the pressing issues before the Bankruptcy Court concern compliance with distribution requirements under the Company's liquidating plan of reorganization, negotiations in connection with several bankruptcy-related disputes, and the estimation process necessary for the revaluation of the Company's assets and liabilities to the amounts expected to be collected and paid during the liquidation. The Company reminds the SEC that it obtained confirmation of its liquidating plan on September 17, 1998. The Company additionally noted that its September 30 financial statements will include a revaluation of the Company's assets and liabilities. READING CHINA & GLASS: Case Summary & 20 Largest Creditors ---------------------------------------------------------- Debtor: Reading China And Glass Inc. 100 Lake Drive Newark, Delaware 19702 Court: District of Delaware Case No.: 98-50117 Filed: 01/22/98 Chapter: 11 Debtor's Counsel: Young Conaway Stargatt & Taylor LLP 11th Floor Rodney Square North P.O. Box 391 Wilmington, Delaware (302) 571-6600 20 Largest Unsecured Creditors: Name Amount ---- ------ Calphalon Corporation 767,694 Kitchen-aid, Inc. 467,243 Graphic Communications 299,568 LCI 283,061 Salton-Maxim Housewares 280,900 Conair Corporation 255,005 ARC/Domestic 237,462 Lenox 227,281 ACME International 217,473 Tobin Home Fashions 209,389 Homer Laughlin China Co. 190,091 Noritake 188,865 Meyer Corp. 184,683 St. George Crystal 181,182 Pfaltzgraff 179,878 Mikasa 176,243 Libbey Glass 169,298 Indiana Glass Co. 167,236 Royal China & Porcelain Co. 165,971 Blue Ridge Designs 151,070 READING CHINA & GLASS: Gordon Bros. Wins GOB Auction ---------------------------------------------------- Gordon Brothers Retail Partners LLC will conduct Reading China & Glass Inc.'s going-out-of-business sales after outbidding three other liquidating firms in an auction that went 16 rounds and ended with a final bid of 90.25%. Gordon Brothers will oversee the sale of inventory from 15 of the Newark, Del.-based housewares retailer's 34 stores. Gordon Brothers outbid Hilco/Great American Group, Schottenstein Bernstein Capital Group LLC, and a joint venture of Nassi Group LLC and Alco Capital Group. Bidding started at 76% of cost value and went in 0.25% increments. The auction was conducted by Reading China's counsel, Laura Davis Jones of Young Conaway Stargatt & Taylor. (Federal Filings Inc. 23-Nov-98) SAA MEDICAL: Viagra Clinic Files Chapter 11 ------------------------------------------- S.A.A. Medical Services, which conducted business as the Vascular Center for Men, has filed for chapter 7; it listed no assets and $2,302.52 in liabilities, according to The Milwaukee Journal Sentinel. The clinic was publicized highly in April after it established a controversial web site about Viagra. Attorney Jack U. Shimlovitz said the clinic filed chapter 7 because it could not reach a settlement with Journal Sentinel Inc., which is owed $1,802.52 for advertising; he said S.A.A. has been out of business since June. Clinic Director David Michael Thomas had prescribed the drug at least 700 times in just a few weeks after he set up the website; most of the prescriptions were given over the phone after briefly screening people. (ABI 23-Nov-98) SANYO SECURITIES: To File Bankruptcy ------------------------------------ Sanyo Securities Co., a debt-ridden midsize brokerage whose efforts to reconstruct itself under court protection have broken down, plans to file for bankruptcy with the Tokyo District Court next month, Sanyo sources said Monday. Sanyo will give up its rehabilitation efforts and hand over all the remaining customer assets to NCS Securities Co., an Osaka- based small brokerage, the sources said. Sanyo collapsed last November, weighed down by 373.6 billion yen in debts and 80 billion yen in bad loans which it was forced to take over in 1994 from 14 companies, including Sanyo General Capital, an affiliated finance company. As of the end of October, there were still 40,000 customer accounts which had a total of 20 billion yen worth of cash and securities. Sanyo Securities will completely hand over these assets to NCS except for those assets which are disputed. Sanyo is considering turning over its TSE membership to NSC as part of the asset transfer arrangement, they said. (Kyodo-11/23/98) SCOOP, INC.: Notifies SEC of Late Filing ---------------------------------------- Scoop Inc. notified the SEC on November 16, 1998 that due to the bankruptcy proceeding and the need for the Company to prepare a business plan in connection with its reorganization, among other things, the Company will not file its Reports on Form 10-Q for the fiscal quarter ending September 30, 1998 or its Reports on Form 10-K for the fiscal year ended December 31, 1998 by their respective due dates of November 15, 1998 and March 31, 1999. In the interim period until these filings are made, the Company will file, under cover of Form 8-K, copies of the monthly operating reports required to be filed with the Bankruptcy Court within 15 days after filing such reports with the Bankruptcy Court. The first Report on Form 8-K including such operating reports are therefore expected to be filed with the Commission on or before November 30, 1998. SNAKE EYES: Golfsmith International to Acquire Snake Eyes --------------------------------------------------------- Golfsmith International Inc., Austin, Texas, bid $1.725 million last week to acquire the assets and business of Snake Eyes Golf Clubs Inc., based in Ponte Vedra Beach, Fla., according to The Florida Times-Union. Snake Eyes filed for chapter 11 protection in September with a plan to sell the business to the highest bidder. Golfsmith outbid Venture Access International, which already had pledged to pay $1.4 million to buy Snake Eyes if no other bidders came forward. The bid will not be enough to pay off the company's $3.1 million in liabilities, however. Snake Eyes manufactured a line of high-quality golf clubs. (ABI 23-Nov-98) SOLV-EX: Announces Meyners + Company as Accountant -------------------------------------------------- Meyners + Company, LLC has been engaged by Solv-Ex Corporation as the principal accountant to audit the balance sheet of the company as of August 31, 1998. The date of Meyners + Company, LLC's engagement was November 9, 1998. Meyners + Company, LLC is an independent member of the BDO Seidman Alliance, which allows Meyners + Company LLC access to resources, services and technical expertise of an international accounting and consulting organization. SUN HEALTHCARE: Losses Continue in 3rd Quarter ---------------------------------------------- Albuquerque-based Sun Healthcare Group, Inc., filed its quarterly financial statements for the period ending September 30, 1998, under cover of Form 10-Q with the SEC last week. A full-text copy of the report is available at no charge at http://www.sec.gov/Archives/edgar/data/904978/0001047469- 98-041419.txt via the Internet. Sun Healthcare was profiled in the Troubled Company Prospector (co-published by New Generation Research and Beard Group, Inc.; call 301/951-6400 for subscription information concerning the Prospector)last quarter when the Company violated the EBITDAR covenant contained in its Senior Credit Facility. SYQUEST TECHNOLOGIES: Reports Letter of Intent To SEC ----------------------------------------------------- SyQuest Technology, Inc. (Nasdaq:SYQT), reports to the SEC that it filed a petition under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court in Oakland, California. SyQuest also announced that immediately following the filing it had signed a letter of intent for the sale of substantial assets to a strategic buyer. Pursuant to the letter of intent, the Buyer would acquire SyQuest's patents and other intellectual property, manufacturing and development equipment, finished goods, work in process and raw materials inventory for disk drives and cartridges. SyQuest would retain all of its accounts receivable and ownership of its building in Penang, Malaysia. SyQuest would allocate a portion of the asset purchase price to provide warranty service for products already sold to the channel or to end users. In addition, the buyer would be responsible for providing customer support and warranty service for any SyQuest products it sells in the future. The letter of intent is subject to the parties entering into definitive agreements no later than November 25, 1998, unless extended, and the satisfaction of other conditions. The asset sale will ultimately be subject to authorization by the United States Bankruptcy Court, and possibly, the approval of a Malaysia court. UNISON HEALTHCARE: Notifies SEC of Late Filing ---------------------------------------------- Unison HealthCare Corporation reports to the SEC that it continues to experience financial difficulties and has been unsuccessful in its efforts to reduce its cost of capital and operating expenses and provide liquidity. The Company's cashflow shortfalls persist and management is focusing its efforts on improving operations and completing a financial restructuring of the Company. These events have delayed and are expected to continue to delay the preparation of the Company's quarterly report on Form 10-Q for the three months ended September 30, 1998. The Company recorded a net loss of $3.3 million for the three months ended September 30, 1998 compared to a net loss of $2.0 million for the same period in 1997. Revenues decreased 24.5% to $44.9 million due primarily to the disposition of 12 nursing facilities during the first nine months of fiscal 1998 (the "Dispositions"). Wages and related expenses decreased 17.9% to $23.6 million due primarily to the Dispositions. Other operating expenses decreased 23.3% to $16.9 million due primarily to the Dispositions. Interest expense decreased from $5.1 million in the 1997 third quarter to $826,000 for the same period in 1998. On June 15, 1998, the Company concluded an agreement in principle with respect to a consensual restructuring with some, but not all, of its creditor constituencies. The agreement in principle formed the basis of the plan of reorganization filed with the Bankruptcy Court on August 10, 1998. On October 16, 1998, an amended plan of reorganization was filed. USN COMMUNICATIONS: Law Suit Charges Misleading Information ----------------------------------------------------------- The law firm of Cohen, Milstein, Hausfeld & Toll, P.L.L.C. announces it filed a lawsuit in the United States District Court for the Northern District of Illinois, on behalf of purchasers of the securities of USN Communications, Inc. (NASDAQ:USNC) during the period between February 4, 1998 and November 3, 1998, inclusive. The Complaint charges that USNC -- a competitive local exchange carrier -- and certain officers and directors of the Company during the relevant time period violated Sections 11, 12 and 15 of the Securities Act of 1933 and Sections 10(b) of the Securities Exchange Act of 1934. Specifically, the Complaint alleges that defendants made false and misleading representations in connection with USNC's February 4, 1998 $128 million initial public offering of 8 million shares of common stock (the "IPO" or the "Offering"). The Complaint alleges that, in the Company's IPO Prospectus and in statements made thereafter, defendants described the Company as being involved in reselling local telephone services and that the Company's business of reselling services was becoming increasingly successful. In truth, however, defendants knew, or were reckless in not knowing, that profit margins on reselling local service made it virtually impossible for that strategy to be profitable and that the Company would be forced to switch to a non-reselling strategy, including the possible building or leasing of its own systems, in order to make the Company profitable. During the Class Period, the Company, in fact, was forced to move away from its pure re-selling strategy and began, belatedly, to build its own network. However, the change in strategy was too late, and, as defendants knew all along, required a huge infusion of capital, which the Company did not have. On November 4, 1998, the day after the announcement of massive restructuring and lay-offs in the Company, the stock closed at $3/8 per share -- an all- time low. The Complaint alleges that members of the Class purchased their USNC securities at artificially inflated prices. USN COMMUNICATIONS: Completes Sale ---------------------------------- USN Communications, Inc. (Nasdaq:USNC) announced today that it completed the sale of a $10 million note to Merrill Lynch Global Allocation Fund, Inc. The note bears interest at 17% per annum and matures on January 15, 1999. USN also announced that it expect to file its Form 10-Q report for the third quarter ended September 30, 1998 on Friday, November 20, 1998. USN delivers "powerful connections" for small to medium-sized businesses by integrating a complete range of communications services, including local, long-distance, cellular and Internet, supported by unparalleled customer service. USN was founded in 1994 and is headquartered in Chicago with offices located in the Midwest and Northeast. VOICE IT: Court Extends Time To Reject or Assume Leases ------------------------------------------------------- Judge Roland J. Brumbaugh entered an order in the case of Voice It Worldwide, Inc., to extend the 60 day period within which the debtor may assume or reject nonresidential real property leases to the date on which the debtor's plan of reorganization is confirmed by the court or such earlier date as may be set by the court on request of either of the debtor's lessors of nonresidential real property or any other party in interest. WELCOME HOME: Reports Results of Operations ------------------------------------------- Welcome Home Inc. filed its quarterly report with the SEC for the quarterly period entered October 3, 1998. Net sales for the three months ended October 3, 1998 decreased by $1.0 million or 7.4%, as compared to the three months ended October 4, 1997. This decrease reflects a decrease in comparative store sales of 4.1% and a decline in the average number of stores open during the three months ended October 3, 1998 of 120 compared to 124 for the three months ended October 4, 1997. The Company showed a decrease of 8.4% in the number of sales transactions on a same store basis in the three months ended October 3, 1998 offset by an increase in its average sales transaction from $19.21 for the three months ended October 3, 1998 compared to $18.34 for the three months ended October 4, 1997 on the same store basis. The Company's net loss for the three months ended October 3, 1998 was $776,000 as compared to $1.0 million for the three months ended October 4, 1997. The decrease in net loss of $235,000 was due primarily to lower selling, general and administrative expenses and lower interest expense. Meetings, Conferences and Seminars ---------------------------------- November 17-18, 1998 AIC WORLDWIDE Retail Credit Card Management & Collections Chicago Hilton & Towers, Chicago, Illinois Contact: 1-212-714-1444 November 19-20, 1998 University of Texas School of Law 17th Annual Bankruptcy Conference Four Seasons Hotel, Austin, Texas Contact: 1-512-475-6700 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 9-14, 1998 Law Education Institute Bankruptcy Law Course -- 1999 National CLE Conference Marriott's Vail Mountain Resort, Vail, Colorado Contact: 1-414-228-5810 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. *********** 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 * * *