TCR_Public/000103.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 3, 2000, Vol. 4, No. 1
  
                            Headlines

BRUNO'S, INC.: Court Confirms Stand-Alone Chapter 11 Plan
CASMYN CORP.: Foreign Gold Mines Excluded from Chapter 11 Filing
DATAPOINT CORPORATION: Hopeful for Sale of European Operations
FLORIDA COAST: Stone Container & Four M Reportedly Support Plan
ENDICOTT JOHNSON: Unable to Dodge the Chapter 11 Bullet

FILENE'S BASEMENT: Successful Turnaround Faces Financial Risks
FRUIT OF THE LOOM: Files Chapter 11 Petitions in Wilmington
GENEVA STEEL: Raises Plate Price by $20 per Ton
GANTOS, INC.: Chapter 22 Filing in Bridgeport, Connecticut
GANTOS, INC.: Prepetition Lenders Extend $40 Mil DIP Facility

GENESIS DIRECT: Sells Catalog Businesses to GE Investment PPPII
INTERSTATE MORTGAGE: State Regulators Seek Receiver
JUST FOR FEET: In Talks with Potential Buyers, WWD Reports
MAXIM GROUP: Covenant Violations Continue Amid Mounting Losses
OMEGA HEALTHCARE: S&P Downgrades REIT's Bond Debt

PAGE AMERICA: Prepackaged Liquidating Chapter 11 Plan Confirmed
PAXSON COMMUNICATIONS: Lowell Paxson Holds Majority Equity Stake
PROTECTION ONE: S&P Lowers Corporate Credit & Senior Note Rating
SANTA FE GAMING: Reports Increased Revenues & Cash Flows in 1999
THERMATRIX: Files Chapter 11 Petition in Knoxville, Tennessee

TOROTEL: Softening Product Demand Negatively Impacts Sales
UNITED COMPANIES: Selling Portfolio to Bear Stearns Affiliate
WILLCOX & GIBBS: Files Revised Plan of Reorganization

                            *********

BRUNO'S, INC.: Court Confirms Stand-Alone Chapter 11 Plan
---------------------------------------------------------
Bruno's, Inc. (OTC Bulletin Board: BRNOQ) announced that the
United States Bankruptcy Court for the District of Delaware has
confirmed the Company's plan of reorganization. An overwhelming
majority of the Company's creditors voted in favor of the
Company's plan of reorganization in early December. The
Company anticipates that it will emerge from bankruptcy in
January.

"We are extremely pleased to have achieved our goal of emerging
from bankruptcy as a stand-alone, debt-free company," said
Bruno's President and Chief Executive Officer James A. Demme.
"Despite our Chapter 11 status this past year, we managed to
refurbish sixteen of our stores and acquire three new stores in
Alabama.

"As a leaner, more efficient company, we are now in a position
to do even more to improve our competitive position and to
create value for our new shareholders. Moving forward, our lack
of debt and our new, long-term labor agreements will help us
continue our company-wide effort to provide customers with
clean, fresh, fully-stocked stores and exceptional service in
the year 2000 and beyond," said Demme.

The plan of reorganization provides that substantially all of
the assets of Bruno's, Inc. will be transferred to a newly
created corporation named Bruno's Supermarkets, Inc. The new
corporation will be owned by the financial institutions that
held the senior debt of Bruno's, Inc.  No single financial
institution will own a controlling share of the new company.

Under the terms of the plan of reorganization, all general
unsecured creditors will receive a cash disbursement equal to
30% of the allowed value of their claims. All distributions that
would have been made to the holders of the Company's Senior
Subordinated Notes will be distributed to the senior creditors
in accordance with the governing subordination agreement. No
distributions will be made to holders of shares of Common Stock
of Bruno's.  

As part of the reorganization, Bruno's Supermarkets, Inc. has
formed a new seven-person board of directors. The new owners
have named Terry R. Peets of Balboa Island, California as
Chairman of the newly formed Board. Mr. Peets has more than
twenty years' experience in the food retailing industry. James
A. Demme will serve as President and Chief Executive Officer and
will be a member of the Board of Directors. Demme, who has the
authority to appoint one board member, has selected former
Bruno's CEO Ronald G. Bruno of Birmingham, Alabama to fill this
position. The other board members include Alan J. Reed of
Monarch Beach, California; Philip L. Maslowe of Palm Beach
Gardens, Florida; Richard B. Neff of Watchung, New Jersey; and
Robert L. Hockett of Wellesley, Massachusetts. All of the board
members have extensive retail industry experience.

Peets commended Demme for his leadership during the past two and
a half years. "Jim Demme has done a masterful job of steering
Bruno's through the bankruptcy process and, thanks to his
efforts, the company has emerged debt-free and ready to take on
the competition. I think anyone going into a Bruno's, Food
World, FoodMax or Food Fair store can attest to the
effectiveness of Jim Demme and his management team," said Peets.
"The new owners and I are optimistic about the future of Bruno's
and we look forward to a new period of profitability and
growth," added Peets.

Bruno's operates 152 supermarkets in Alabama, Georgia, Florida,
and Mississippi.


CASMYN CORP.: Foreign Gold Mines Excluded from Chapter 11 Filing
----------------------------------------------------------------
A report appearing in the December 14 edition of American Metal
Market points-out that the chapter 11 proceedings undertaken by
Casmyn Corp., in Agoura Hills, Calif., excludes the company's
gold mining operations in Zimbabwe, which are owned by
separate subsidiaries.  Following a year of negotiations with
creditors, Casmyn filed for chapter 11 protection, submitted a
restructuring plan and anticipates achieving confirmation in
early 2000.


DATAPOINT CORPORATION: Hopeful for Sale of European Operations
--------------------------------------------------------------
On May 17, 1999, Datapoint Corporation and its wholly-owned
subsidiary, Datapoint International, Inc., entered into a letter
of intent for a proposed sale of its European subsidiaries which
comprise substantially all of the company's operations. The
European Operations represented 96% of the company's total
revenue during 1999 and 98% of the company's total revenue for
the three months ended October 30, 1999. Excluding the European
Operations, the company's consolidated revenue and operating
loss were $602 and $1,803, respectively, for the quarter ended
October 30, 1999.

The company believes that, based on current trends in its
business and financial forecasts, absent the asset sale, there
is a substantial doubt that there will be sufficient funding,
from either cash flow from operations or other capital sources,
to pay obligations relating to the scheduled December 1999
Debenture interest payment of approximately $2.4 million, the
approximate $2.4 million June 2000 Debenture interest payment
and the $5 million June 1, 2000 Debenture sinking fund payment,
any interest and sinking fund payments on the Debentures which
become due thereafter, and certain accounts payable from US
trade creditors totalling approximately $1.2 million as of July
31, 1999 and October 30, 1999. The company believes that such
U.S. trade creditors may assert certain rights against the
company that they would otherwise not assert if the asset sale
is consummated. Furthermore, absent the asset sale, all or
a portion of such creditors may commence involuntary bankruptcy
proceedings against the company.

If the proposed sale of the company's European Operations is not
consummated as intended, management plans to continue
restructuring efforts as necessary in the future which may
include the reduction of personnel, closure of facilities,
disposal of subsidiaries, or the discontinuance of product
lines.


FLORIDA COAST: Stone Container & Four M Reportedly Support Plan
---------------------------------------------------------------
Stone Container Corp., a subsidiary of Smurfit-Stone Container
Corp. expects to wipe out a lawsuit and eliminate bankruptcy
problems involving the Florida Coast Paper Co. LLC linerboard
mill in Port St. Joe, Fla., based on a plan announced in
October, reports Pulp & Paper.  Both Stone Container and Four M
Corp. tell P&P that they supported the proposed reorganization
plan. Under the plan, Stone Container expects to pay 95 million
to $100 million in cash and become the full owner of the mill.
(In 1996, Stone Container and Four M paid $ 185 million to each
gain 50% shares in Florida Coast Paper.)  For the reorganization
plan to go forward, a judge in the Delaware bankruptcy court
handling the Florida Coast case must approve the deal.  



ENDICOTT JOHNSON: Unable to Dodge the Chapter 11 Bullet
-------------------------------------------------------
One of the nation's oldest footwear firms, Endicott Johnson
Inc., filed for Chapter 11 bankruptcy protection, amid weak
sales during the holiday season.  The Binghamton, N.Y.,-based
firm, which operates 61 stores under the Father & Son name, had
hoped for a turnaround, but on Tuesday the 109-year-old firm
said that it will need the protections of Chapter 11 to continue
operating.  

"The whole reason for doing this is to get time to reorganize
the company," Ralph Luvuollo, interim president, tells Footwear
News.  "We're going to go back and review every store."

The filing came just four months after E-J received a $7.5
million line of credit from Needham, Mass.,-based Paragon
Capital.  E-J, although it closed about 70 stores two years ago,
remains a significant regional retailer, primarily in the
eastern United States.


FILENE'S BASEMENT: Successful Turnaround Faces Financial Risks
--------------------------------------------------------------
Filene's Basement Corporation's ability to continue as a going
concern is dependent upon confirmation of the company's plan of
reorganization by the Bankruptcy Court, the ability to maintain
compliance with debt covenants under the DIP Facility,
achievement of profitable operations, maintenance of adequate
financing, and the resolution of the uncertainties of the
reorganization case.

Filene's, a retail family clothing business, experienced
significant operating losses in 1999.

For the quarter ended October 30, 1999 net sales were $128.9
million, down 16.7% from last year's third quarter sales of
$154.8 million, with resulting net losses in the '99 quarter of
$51.8 million, while in the same quarter of '98 net losses were
$0.3 million. Net sales for the thirty-nine week period ended
October 30, 1999 were down 1.0% to $409.7 million from
$413.8 million in the same period of 1998. Net losses resulting
in the thirty-nine weeks of 1999 were $73.2 million as opposed
to net losses of $0.02 million in the 1998 comparable period.
The company intends to operate its business during the
reorganization process and entered into a $135 million debtor-
in-possession financing facility on August 23, 1999. The
Bankruptcy Court approved the financing facility on September
15, 1999. However, the company's operating results and adequacy
of its working capital could be adversely affected if, for any
reason, the company's borrowing base was to become impaired, or
portions thereof were otherwise deemed ineligible, thereby
diminishing the level of available funds. The company is subject
to various covenants under the new financing facility including
minimum eligible inventory levels and maximum loans outstanding
to eligible inventory ratios.


FRUIT OF THE LOOM: Files Chapter 11 Petitions in Wilmington
-----------------------------------------------------------
Fruit of the Loom, Ltd. (NYSE: FTL) announced that it and
certain of its U.S. subsidiaries have filed voluntary petitions
with U.S. Bankruptcy Court for the District of Delaware to
reorganize under Chapter 11 of the U.S. Bankruptcy Code. The
Company said that it initiated the reorganization to obtain
working capital and implement a financial and operational
restructuring.  

Bank of America, N.A., has agreed to provide a new $625 million
secured debtor-in-possession credit facility.  

Bankruptcy Creditors' Service, Inc., announced publication of
FRUIT OF THE LOOM BANKRUPTCY NEWS, tracking this multi-billion
dollar restructuring effort.  A free copy of the first issue of
FRUIT OF THE LOOM BANKRUPTCY NEWS is available at:

      http://www.bankrupt.com/fruit.txt


GENEVA STEEL: Raises Plate Price by $20 per Ton
-----------------------------------------------
Geneva Steel, USX-U.S. Steel Corp., Bethlehem Steel Corp and
Birmingham Steel Corp. are among the companies that have
announced price increases in recent months.  This month, report
The Deseret News and the Associated Press, Geneva announced its
plate prices were increased by $20 per ton in December.  The
increase is the second price hike in less than three months for
the beleaguered Utah County company. Geneva filed for Chapter 11
bankruptcy protection in February, and reported $120 million in
losses for the first half of 1999.


GANTOS, INC.: Chapter 22 Filing in Bridgeport, Connecticut
----------------------------------------------------------
Gantos, Inc. (Nasdaq: GTOS) announced that it filed a voluntary
reorganization petition under Chapter 11 of the U.S. Bankruptcy
Code last weeek. The petitions were filed in the U.S. Bankruptcy
Court for the District of Connecticut at Bridgeport. The
company's executive offices are located in Stamford,
Connecticut.

Arlene Stern, Chief Executive Officer, said: "The decision to
file a Chapter 11 bankruptcy petition was a difficult and
painful one. Reorganization provides the most orderly,
structured means for us to concentrate on operating our stores.
The reorganization will enable Gantos to continue in the
ordinary course of its operations, while at the same time
providing senior management with the necessary time to assess
and restructure its debt in an effort to emerge from Chapter 11
as a stronger and more competitive retailer.  Our goal is to
make this reorganization invisible to our customers, and to
ensure that our vendors and suppliers are reimbursed in a timely
manner for all merchandise and services provided to Gantos while
it is in Chapter 11."

Stern commented: "Stores remain open and all normal customer
services and store policies, including credit card purchases and
payments, billing adjustments, merchandise returns and gift
certificates, will continue as usual."  

Stern stated: "We anticipate that a creditors committee will be
appointed shortly and we will work closely with this committee
and other key creditors to reorganize and restructure the
company's obligations as quickly as possible."

She continued: "We believe that this process will enable us to
focus on the future, to preserve the operations of our stores
for everyone's benefit, and to concentrate on our primary goal
of selling merchandise, without disruption."

Gantos, Inc. is a specialty retailer of quality women's wear and
accessories. The Company currently operates 117 stores in 24
states.


GANTOS, INC.: Prepetition Lenders Extend $40 Mil DIP Facility
-------------------------------------------------------------
Gantos, Inc. (Nasdaq: GTOS) announced that it has negotiated a
$40 million debtor-in possession (DIP) credit facility with its
current lenders, Foothill Capital Corporation and Paragon
Capital, LLC, to fund its operations during the voluntary
reorganization period. Gantos filed a voluntary reorganization
petition under Chapter 11 of the U.S. Bankruptcy Code on
December 28, 1999 (U.S. Bankruptcy Court for the District of
Connecticut at Bridgeport, Case No. 99-51806-AHWS).

The DIP credit facility contains similar terms to Gantos' pre-
filing credit facility with its lenders, including similar
borrowing base calculations. The judge presiding over the
filing, Chief U.S. Bankruptcy Judge Alan H.W. Schiff, approved
of Gantos' use of the DIP credit facility on an interim basis
through January 18, 2000. It is expected that final approval by
the U.S. Bankruptcy Court of the DIP credit facility will be
received on January 18, 2000.

Arlene Stern, Chief Executive Officer, said: "The financial
support from Foothill and Paragon will provide Gantos with
sufficient availability to continue in the ordinary course of
its operations, while senior management assesses and
restructures its debt in an effort to emerge from Chapter 11 as
a stronger and more competitive retailer. The DIP credit
facility will help ensure that there will be no disruption to
our customers and that our vendors and suppliers will be
reimbursed in a timely manner for all merchandise and services
provided to Gantos while it is in Chapter 11."


GENESIS DIRECT: Sells Catalog Businesses to GE Investment PPPII
---------------------------------------------------------------
Genesis Direct, Inc., announced that its ProTeam.com, The
Voyager's Collection and The Edge Company Catalog businesses
will be sold to GE Investment Private Placement Partners II
("GEPPPII"), a private equity fund and the highest bidder at a
bankruptcy auction that took place at the United States
Bankruptcy Court for the District of New Jersey on December 14
and December 17, 1999.

Under the sale terms, GEPPPII will purchase the assets of
ProTeam.com and The Voyager's Collection for $7.7 million and
the assets of The Edge Company Catalog for $2.6 million plus the
assumption of certain liabilities up to $400,000.  The
transactions are expected to close in January 2000.

This follows Genesis Direct's recent sale of certain assets of
the Company's Carol Wright catalog business to Dr. Leonard's
Healthcare Corp. for $3.8 million on December 7, 1999. In
addition, the Debtors will receive a royalty from sales
by Dr. Leonard's of Carol Wright merchandise. The royalty is
projected to be payable in 2003 in the amount of approximately
$2.2 million. The assets sold consisted of customer and mailing
lists, catalog artwork, service and trademarks, and its 800 and
888 telephone numbers. Additionally, the Company has requested
Bankruptcy Court approval for the sale of Carol Wright's
warehouse and office equipment to B & J Partnership for
$750,000. This transaction is also expected to close in January
2000.

All of the above pending sales are subject to the satisfaction
of various conditions, including the execution of definitive
asset purchase agreements and the entry of final orders of the
Bankruptcy Court.

The proceeds generated by these sales will be used to repay the
Company's secured credit facility, administrative expenses
associated with the bankruptcy filing, and, to the extent
possible, fund payments to the Company's pre-petition
creditors. The Company does not anticipate that these sales will
generate any funds for distribution to its shareholders. With
the sale of the remaining businesses to GEPPPII, Genesis Direct
will no longer have any ongoing business operations.


INTERSTATE MORTGAGE: State Regulators Seek Receiver
---------------------------------------------------
Peter O'Connell and John G. Ed, writing for the Las Vegas
Review-Journal, report that Nevada state regulators asked a
judge Tuesday to appoint a receiver to liquidate the assets of
Interstate Mortgage Group, claiming the troubled lender's owner
failed to disclose his ties to a company that received loans.
In the lawsuit filed in District Court, the state Financial
Institutions Division alleges that the company's president,
David Ferradino, breached his obligations to investors.
The action marks the state's first big mortgage company collapse
since 1997 failure of Harley Harmon Mortgage Co., which had
about $22 million in outstanding loans.  Many of those investors
still are waiting in hopes the receiver will recover some of
their funds.  

Interstate, however, is several times as large with a loan
portfolio that totaled $140 million in November.  Many of the
1,000 investors in Interstate are retired people who were
attracted by the high interest rates and the relative
security that real estate collateral provides. Harmon and
Interstate Mortgage are so-called 'hard-money' lenders that
provide builders, developers and others with loans backed by
real estate.  The interest rates generally are higher than banks
charge, but loan approval can be obtained quickly, something
frequently essential to closing a hot deal.  


JUST FOR FEET: In Talks with Potential Buyers, WWD Reports
----------------------------------------------------------
WWD reports that Just For Feet is in talks with at least two
serious buyers for the bankrupt athletic footwear and apparel
chain.  

Helen Rockey, chief executive officer, told WWD Tuesday a week
ago that there are two potential buyers currently in the "due
diligence" stage.  She said that the company has been working
with its financial advisor, Wasserstein Perella & Co. Inc., on
possible strategic options.  

A credit source told WWD that because of continued difficulties
and lackluster sales in the athletic footwear and apparel
sector, there was a good chance that Just For Feet would likely
end up liquidating, with other chains coming in to cherry pick
the better locations.  

But according to Rockey, that's not likely to happen.  The CEO
noted, "There are an additional two interested parties that may
be more serious in the future." They have not reached the so-
called due diligence phase of the process, however. She declined
to say who was sniffing through the chain's books.  Rockey said,
however, that the four parties noted are American companies
representing retailers and big-box chains in the sporting goods
sector. She also disclosed that there has been some interest
expressed from several international sporting goods stores.
Rockey couldn't pinpoint a time frame for when an official bid
might be made, but hinted that an announcement could come before
yearend.

Holiday sales at Just for Feet are down from last year, Rockey
said. "That was expected, since we were unable to get a full
complement of new merchandise because of our financial
condition."



MAXIM GROUP: Covenant Violations Continue Amid Mounting Losses
--------------------------------------------------------------
The Maxim Group, Inc. and subsidiaries are engaged in retail and
commercial sales of floor covering products throughout North
America through a network of company-owned retail stores and a
network of franchisees. The company is also engaged in the sale
of franchises for the retail floor covering industry and other
related products and services to its franchises.

Substantially all of the assets of Image Industries, Inc., a
wholly owned manufacturing subsidiary of Maxim, were sold on
January 29, 1999. Image was engaged in the manufacturing of
residential carpet and plastics recycling.  

As of November 6, 1999 and January 31, 1999, the company was not
in compliance with a certain restricted payment covenant
contained in the Indenture pursuant to which the company's
$100,000,000 91/4% senior subordinated notes were issued. During
the three month period ended October 31, 1998, the company's
restricted payments exceeded that allowed under the Indenture.
As of November 6, 1999 and January 31, 1999, the company was not
in compliance with the terms of the Indenture and as a result,
the trustee or the holders of not less than 25% of the aggregate
outstanding principal amount of the Senior Notes may declare all
unpaid principal plus any accrued interest of all of the Senior
Notes due and payable. As of December 17, 1999, Maxim's
available borrowings under its Senior Credit Facility plus cash
on hand were not sufficient to repay the Senior Notes if such
Senior Notes were declared due and payable.

Total revenues decreased 20.3% to $198.8 million for the three
months ended November 6, 1999 from $249.6 million for the three
months ended October 31, 1998. Net losses in the 1999 period
were $7,123 whereas the same period of 1998 had shown a net gain
of $2,254.  Total revenues increased 34.4% to $593.9 million for
the nine months ended November 6, 1999, from $441.8 million for
the nine months ended October 31, 1998. However the company
experienced net losses of $10,614 in the 1999 nine month period,
while in the same period of 1998 the company's net losses were
$18,028.


OMEGA HEALTHCARE: S&P Downgrades REIT's Bond Debt
-------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Omega
Healthcare Investors Inc. to double-'B'-plus from triple-'B'-
minus. Ratings on the company's senior unsecured notes and
cumulative preferred stock were also lowered.

The outlook is revised to stable. The ratings acknowledge both
the troubled situation for the majority of Omega's healthcare
operators and the trust's near-term maturing debt obligations.
Ann Arbor, Mich.-based Omega is a US $1.1 billion healthcare
REIT that focuses mainly on skilled nursing facilities. The
trust has investments (equity and mortgage) in 241 facilities
throughout 29 states, including 27 healthcare operators. The
credit quality for the majority of Omega's healthcare operators
has deteriorated since the time of the initial rating largely
due to the revised Medicare reimbursement rates.  Its largest
operator, Sun Healthcare Group, representing 24% of Omega's
total investments, filed under Chapter 11 of the Bankruptcy
Reform Act in September 1999. While Omega has successfully
reached an agreement with Sun regarding 50 of its 54 leases that
have since been ratified by the bankruptcy court, the trust
still has exposure to other troubled operators, including
Integrated Health Services Inc. (16% of investments), Mariner
Post-Acute Network Inc. (6%), and Advocat Inc. (11%). The
troubled situation for these operators is exemplified by
both Integrated and Mariner, who have recently defaulted under
their respective public debt obligations, and Advocat, who
recently announced its need to restate its financial statements,
the results of which are currently uncertain. Given that Omega
may need to renegotiate its agreements with these operators,

Standard & Poor's expects that the trust's currently strong
facility level coverages (averaging close to 1.7 times (x)
before management fees) may not be sustainable, and the trust
may have to release at lower rates and/or sell select facilities
operated by these distressed healthcare providers.  The company
is exposed to near-term debt maturities, with both its US $81.6
million privately placed notes (unrated) and US $200 million of
its total unsecured bank facilities (US $117 million currently
outstanding) due in 2000.  Omega has laid out a plan to sell
several assets to meet maturing note obligations, and it is
currently in discussions with its bank group to extend the
unsecured revolver.  While management's plan to meet these
obligations appears to be viable, Standard & Poor's expects the
company's coverage measures (2.9x debt service and 2.4x fixed
charge) will be negatively impacted by both the expected higher
cost for the renegotiated bank revolver and the potential
restructuring of certain lease/mortgage agreements.

OUTLOOK: STABLE Standard & Poor's anticipates that Omega's
management will continue to appropriately respond to the
challenging environment for healthcare providers by working to
renegotiate lease/mortgage agreements prior to potential
bankruptcy filings. The trust also has access to unencumbered
equity investments of about US $600 million (cost basis) that
could be tapped as source of additional financing to meet
maturing debt obligations, Standard & Poor's said.


PAGE AMERICA: Prepackaged Liquidating Chapter 11 Plan Confirmed
---------------------------------------------------------------
On December 21, 1999, the U.S. Bankruptcy Court for the Southern
District of New York confirmed the Prepackaged Liquidating
Chapter 11 Plan (the "Plan") for Page America Group, Inc. and
its wholly-owned subsidiaries ("Page America"). The Plan
provides for the dissolution and liquidation of Page America,
and the distribution of its assets to the holders of its
Subordinated Notes, Series One Preferred Stock and Common Stock.
Page America will mail notices of the court order confirming the
Plan to all its creditors and equity holders, together with
letters of transmittal, which provide instructions for receiving
distributions under the Plan.

Page America previously provided paging, messaging and
information products and services through networks it owned and
operated as radio common carriers under licenses from the
Federal Communications Commission.

The New York office of the law firm Stroock & Stroock & Lavan
LLP represented Page America in this matter.


PAXSON COMMUNICATIONS: Lowell Paxson Holds Majority Equity Stake
----------------------------------------------------------------
Lowell W. Paxson, Chairman of the Board of Paxson Communications
Corporation, now beneficially owns 31,051,282 shares of common
stock in the company, representing 50.1% of the outstanding
shares of Paxson Communications. Mr. Paxson holds sole voting
and dispositive rights to the total number of shares shown.
In a series of transactions beginning on December 6, 1999, Mr.
Paxson effected the sale of 500,000 shares of Class A common
stock in the company held in the name of Paxson Enterprises,
Inc. and Second Crystal Diamond Limited Partnership, each of
which is controlled by Mr. Paxson. The price ranged from
$11.2793 to $11.5975 per share. All of the sales were
accomplished through OTA Limited Partnership as broker.


PROTECTION ONE: S&P Lowers Corporate Credit & Senior Note Rating
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior note
ratings on Protection One Alarm Monitoring Inc. to double-'B'-
minus from double-'B' and its subordinated and convertible note
ratings for the company to single-'B' from single-'B'-plus.
The preliminary senior/subordinated ratings on the company's
shelf filing are lowered to double-'B'-minus/single-'B' from
double-'B'/single-'B'-plus.

The ratings for Protection One are removed from CreditWatch with
negative implications, where they were placed on Aug.17, 1999.
The downgrade is based on deteriorating operating performance
resulting in weaker credit protection measures and uncertainty
associated with the strategic intentions of its majority owner,
Western Resources Inc., for its stake in Protection One.
Ratings reflect a highly leveraged financial profile and near-
term operational challenges somewhat offset by some modest
implied support from Western Resources. Culver City, Calif.-
based Protection One is the second largest security alarm
company in the U.S., providing monitoring and related security
services.

Operating performance deteriorated considerably in 1999 as new
management struggled to stem rising customer attrition rates and
higher operating costs, while revamping its customer acquisition
strategy. Consequently, the subscriber base declined and growth
and profitability have slowed, causing majority equity owner
Western Resources to reevaluate its investment in Protection One
and explore options including divestiture of certain operations
or a sale of its 85% stake in the company.

Still, Protection One is one of the leading alarm monitoring
companies in the U.S. and Europe with over 1.5 million
subscribers. The company's profile also benefits from a large
recurring revenue stream, which comprises over 80% of sales.
Moreover, Western Resources has demonstrated its near-term
commitment to Protection One through the assumption of the
lenders' obligations under Protection One's revolving credit
facility by Westar Capital, a subsidiary of Western Resources,
in December 1999.

Operating margins are likely to decrease in the near term due to
rising costs to increase staff, improve service levels and
enhance its information systems capability. Therefore debt
protection measures, which are currently modest for the rating,
with debt to last 12 months ended September 1999, earnings
before interest, taxes, depreciation, and amortization (EBITDA)
of nearly 5x, are likely to erode further in the near term.
Still, management is pursuing the sale of non core assets to
increase liquidity and the assumption of its credit facility,
which expires in June 2000, by Westar Capital aids near-term
financial flexibility.

OUTLOOK: NEGATIVE

Uncertainty associated with Western Resources intentions for its
majority ownership stake in Protection One and the challenge of
stabilizing operating performance leave the rating susceptible
to further downgrade, Standard & Poor's said.



SANTA FE GAMING: Reports Increased Revenues & Cash Flows in 1999
----------------------------------------------------------------
Santa Fe Gaming Corporation (the "Company") (OTC Bulletin Board:
SGMG), a diversified gaming company headquartered in Las Vegas,
announced results for the fiscal year ended September 30, 1999.

For the year ended September 30, 1999, the Company reported net
revenues of $125.6 million, a $12.8 million increase over
revenues in fiscal 1998. The increase is primarily the result of
improved operating results at the Santa Fe Hotel, which
increased revenues by $8.6 million, or 12.0%, to $80.1 million
and at the Pioneer Hotel and Gambling Hall (the "Pioneer"),
which increased revenues by $4.1 million, or 10.1%, to $44.8
million.

Earnings before interest, taxes, depreciation, amortization,
rents, corporate expenses, reorganization expenses and other
nonrecurring charges for the 1999 fiscal year increased to $30.9
million, a $3.8 million, or 14.2%, increase over cash flow in
fiscal 1998. Pioneer Hotel Inc. and Pioneer Finance Corp.
("PFC") (a direct and indirect wholly-owned subsidiary,
respectively, of the Company) incurred reorganization expenses
in connection with the restructuring of PFC's 13 1/2% First
Mortgage Bonds due December 1998 ("13 1/2% Notes") including the
costs associated with the voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code. The
increase is primarily the result of the improved operating
results at the Santa Fe Hotel, which increased cash flow by $1.5
million, or 7.3%, to $22.1 million and at the Pioneer, which
increased cash flow by $2.0 million, or 31.1%, to $8.6 million.
Operating income for fiscal 1999 was $11.6 million versus
operating income of $7.8 million in fiscal 1998, excluding $2.4
million in reorganization expenses in fiscal 1999 and a $44.0
million impairment loss recorded in the fourth quarter of fiscal
1998. The Company reported a net loss of $19.9 million
or $3.21 per common share in fiscal 1999 compared to a net loss
of $63.9 million or $10.31 per common share in fiscal 1998.

In connection with the audit of the Company's financial
statements, the Company's independent auditors' report expresses
an unqualified opinion and includes an explanatory paragraph
relating to the Company's ability to continue as a going
concern. The auditors' report indicates that the Company's
inability to meet the repayment terms of PFC's 13 1/2% Notes,
its net losses and its stockholders' deficiency raise
substantial doubt about its ability to continue as a going
concern. The audited financial statements do not include any
adjustments that might result from the outcome of such
uncertainty.  

In November 1999, Sahara Las Vegas Corp. ("SLVC"), an indirect
wholly-owned subsidiary of the Company, sold real property in
Henderson, Nevada and the Company and certain affiliates entered
into certain agreements with the buyer for total consideration
of $37.2 million. SLVC, the Company, Santa Fe Hotel Inc.
("SFHI") and members of the family of Paul W. Lowden, majority
stockholder of the Company, entered into non-compete agreements
and the Company and SFHI granted rights of first refusal with
respect to the Santa Fe Hotel assets and securities. In
connection with the agreements referenced above, the Company
expects to report a pre-tax gain on sale of assets in the
quarter ending December 31, 1999 of approximately $12.9 million
or $2.08 per common share, subject to reimbursement of certain
costs and net of costs incurred since October 1, 1999.

In December 1999, SLVC and the Company amended the terms of the
SLVC Notes due December 15, 1999. As amended, the SLVC Notes
provide for, among other items, interest at 12% per annum,
payable on June 20, 2000 and at maturity on December 14, 2000.


THERMATRIX: Files Chapter 11 Petition in Knoxville, Tennessee
-------------------------------------------------------------
Thermatrix Inc. (OTC:TMXI.OB) announced its election to
undertake a reorganization under Chapter 11 of the US Bankruptcy
Code to protect its business, customers, suppliers, employees,
and shareholders' investments.

The Company believes that the appointment of administrative
receivers in the UK by Wexford Management LLC, on December 15,
1999, while engaged in ongoing negotiations over arrangements to
repay, by March 31, 2000, the $5.7 million debt assumed by
Thermatrix with the acquisition of Wahlco Environmental Systems,
Inc. earlier this year, leaves it with no alternative but to
seek protection while implementing its previously announced debt
restructuring plan. That plan, which is at an advanced state, is
based on a combination of a new and larger credit facility,
income associated with a strategic technology agreement, as
well as the sale of selected assets, and will result in the
settlement of the Wexford debt in the Chapter 11 proceeding.

"We are taking this carefully considered step to permit the
previously announced debt restructuring of the Company to
proceed unhindered," said John T. Schofield, Chairman, President
and Chief Executive Officer. "We have worked diligently to
integrate Wahlco Environmental Systems, Inc. into Thermatrix. As
a result, the Company is poised to achieve a solid, profitable
performance in FY2000, supported by a record backlog and high
credibility with its customers, both domestically and overseas.
The last seven days have seen a series of actions arising from
the appointment of administrative receivers in the UK by
Wexford that threaten the very basis of shareholder value,
customer service and employee loyalty. As a result we have
adopted this most prudent course of action as the appropriate
response to the circumstances the Company is facing. This
action is essential to preserve the integrity of the business,
as well as meet our commitments to all constituent parties with
whom the Company trades," he said.

Thermatrix is an industrial company primarily serving the global
market of continuously operating facilities for a variety of
industries that include the refining, chemical, steel,
pharmaceutical, pulp and paper, electric utilities, co-
generation plants, and industrial manufacturers.  Thermatrix
provides a number of air pollution control solutions, including
its unique flameless thermal oxidation technology, as well as a
wide range of engineered products and services. Thermatrix is
currently focusing its development activities on the application
of its flameless thermal oxidation technology to treat emissions
from diesel engines, both mobile and stationary.


TOROTEL: Softening Product Demand Negatively Impacts Sales
----------------------------------------------------------
Torotel specializes in the custom design and manufacture of a
wide variety of precision magnetic components, consisting of
transformers, inductors, reactors, chokes and toroidal coils.
Approximately 97% of Torotels sales are derived from domestic
customers.

In the six months ended October 31, 1999, net sales decreased
42% from $2,877,000 to $1,663,000 due to less demand for
Torotels magnetics products. The decrease in demand is the
result of fewer ongoing Department of Defense programs for
missile systems, and a cyclical decline in the aerospace
industry. In recent years, sales of the potted coil assembly for
the Hellfire II missile system accounted for about 25% of
Torotel Products total sales; however, future sales of the
potted coil assembly will be significantly lower and limited
only to the number of Hellfire II missiles sold to foreign
countries by the prime contractor(s). As a result of this
factor, plus the lower demand for magnetics products, lower
sales are expected in fiscal year 2000. The consolidated pretax
loss decreased from $154,000 in the same period of 1998 to
$56,000 in the six months of 1999.

In the three months ended October 31, 1999 net sales decreased
32% from $1,285,000 to $874,000 due to less demand for Torotels
magnetics products.

The consolidated pretax earnings increased from a loss of
$54,000 in the comparable period of 1998, to a profit of $20,000
in the period ended October 31, 1999.


UNITED COMPANIES: Selling Portfolio to Bear Stearns Affiliate
-------------------------------------------------------------
United Companies Financial Corporation (OTC:UCFNQ), which has
been operating in chapter 11 reorganization since March 1, 1999,
announced that it signed a letter agreement for the sale of
substantially all of the assets related to its mortgage
servicing, whole loan portfolio and residual interests to EMC
Mortgage Corporation, a wholly-owned subsidiary of The Bear
Stearns Companies, Inc., for an aggregate purchase price of
approximately $895 million subject to adjustments. Cash on hand
and certain other assets are not included in the sale.

The transaction is subject to the negotiation and execution of
definitive documentation, which is expected to be completed in
January 2000. The sale is further subject to the approval of the
United States Bankruptcy Court and the submission of higher or
better offers pursuant to bidding procedures to be established
by the Bankruptcy Court, as well as the satisfaction of certain
other conditions. The letter agreement also provides that United
Companies may bifurcate the proposed transaction and sell its
whole loan portfolio to another bidder or accelerate the sale of
the whole loan portfolio to EMC.

On June 1, 1999, United Companies sold its loan origination
platform to Aegis Mortgage Corporation. Since that time, United
Companies has continued to service a multi-billion dollar
portfolio of home equity and manufactured housing loans
while developing strategies to address its financial
difficulties.

"The EMC transaction will allow the Company to move closer to
completing its reorganization efforts. We believe that this
transaction, and the Bankruptcy Court approval process, will
maximize the value of United Companies," said Lawrence J.
Ramaekers, Chief Executive Officer of United Companies.
United Companies is a specialty finance company that services
non-traditional consumer loan products.


WILLCOX & GIBBS: Files Revised Plan of Reorganization
------------------------------------------------------
Willcox & Gibbs, Inc. said that it has filed with the Bankruptcy
Court a revised plan of reorganization and disclosure statement
in its Chapter 11 bankruptcy case, changed from the versions
filed in November 1999. The revised plan provides for the
following treatment of creditors and interest holders:

    -- Secured creditors are unimpaired.

    -- Holders of Series B Notes (and certain general unsecured
       creditors as described below) will receive a pro rata
       share of 95% of the common equity of the reorganized
       Willcox & Gibbs.

    -- General unsecured creditors, including trade creditors,
       may elect to receive one of the following:

       -- For claims of $1,000 or less (and claims voluntarily
          reduced by the holder to $1,000), forty cents for each  
          dollar of allowed claim, payable in cash on the
          effective date of the plan.

       -- For larger claims, the holder may elect one of the
          following:

          -- Cash equal to 25% of the allowed claim, but not more
             than a payment of $3,000.

          -- A pro rata share, together with holders of Series B
             Notes as described above, of 95% of the common
             equity of reorganized Willcox & Gibbs.

       -- Trade creditors may elect, instead of the two options
          for general unsecured creditors above, to receive 100%
          of their allowed claims in cash paid over seven years
          without interest, so long as any such trade creditor
          provides normal trade credit terms to Willcox & Gibbs
          after emergence from reorganization proceedings and
          Willcox & Gibbs accepts such terms.

    -- Holders of existing common stock of Willcox & Gibbs will
       receive a pro rata share of 5% of the common equity of
       Willcox & Gibbs and warrants to purchase additional
       shares.

Willcox & Gibbs' disclosure statement has been approved by the
Bankruptcy Court, subject to the Company making final
arrangements for post-reorganization bank financing and revising
the disclosure statement to describe the terms of such
financing. A hearing on confirmation of the plan of
reorganization has been scheduled for February 22, 2000.

Willcox & Gibbs is the largest distributor in North America of
replacement parts, supplies and ancillary equipment to
manufacturers of apparel and other sewn products.

                            *********

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                            *********

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
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Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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