TCR_Public/000119.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
         Wednesday, January 19, 2000, Vol. 4, No. 13

                     
                     Headlines

ABRAXAS PETROLEUM: Investment Firm Reports Stock Ownership
BRUNO'S: Order Confirms Joint Plan of Reorganization
CENTENNIAL CELLULAR: DCR Revises Outlook To Negative
DEVLIEG-BULLARD: Order Grants Extension of Exclusivity
EAGLE GEOPHYSICAL: Seeks Authority To Enter Severance Agreement

ENTEX INFORMATION SYSTEMS: Amendment To Working Capital Credit
EVANS INC: Meeting of Creditors
EVANS INC: Last Date For Filing Claims
FITZGERALDS GAMING: Griffiths Reports Stock Ownership
FITZGERALDS GAMING: Turk Sells Stock

FOAMEX INTERNATIONAL: Societe Generale de Belgique Divests
FRUIT OF THE LOOM: Applies to Employ Lazard Freres
GOLDEN OCEAN: Files Chapter 11
HECHINGER: Seeks Five More Months to File Liquidating Plan
HOUSING RETAILER: GE Investment Replies To Objection

INCOMNET: Extension of Exclusivity
IRIDIUM: Incurs $114 Million in Operating Losses During November  
JUST FOR FEET: Seeks Authority To Reject 8 Leases
JUST FOR FEET: Renewed Motion Authorizing Employee Benefits
KCS ENERGY: Fiduciary Trust Owns Stock

LA ROCHE INDUSTRIES: May Be Able to Avoid Bankruptcy
MARINER POST-ACUTE: Nursing Home Chain Seeks Bankruptcy
MICHAEL PETROLEUM: Order Resets Hearing To Extend Deadline
MICHAEL PETROLEUM: Meeting of Creditors Set
NEXTWAVE: Judge Orders FCC To Show Cause

NUMBER NINE VISUAL: Committee Taps Brown, Rudnick
PAGE AMERICA GROUP: Court Confirms Prepackaged Liquidating Plan
PARAGON TRADE: Court Confirms Plan
PRIMARY HEALTH: Court Approves Amendment to DIP
ROBERDS: To File for Bankruptcy Protection

THERMOGENESIS: Completes Offering of Stock
UNITED STATIONERS: Farallon Partnerships Invest in Common Shares
UNIVERSAL EXPRESS: Reports Revenues and Losses
VENCOR: Franklin Mutual Advisers No Longer Holds Stock

                     ********

ABRAXAS PETROLEUM: Investment Firm Reports Stock Ownership
----------------------------------------------------------
The investment adviser firm of Halcyon/Alan B. Slifka Management
Company LLC report ownership of 2,957,549, or 13.04%, of the
outstanding common stock of Abraxas Petroleum Corporation with
sole voting and dispositive power over the shares.  Alan B.
Slifka and Company, Limited hold the same shares and powers while
Alan B. Slifka owns 3,466,809 shares with sole voting and
dispositive powers, representing 15.28% of the outstanding common
stock of Abraxas.

The advisees of Halcyon/Alan B. Slifka Management Company LLC
have a right to receive distributions on the proceeds of sale of
the shares.  All securities reported are owned by the advisees,
and each of the above mentioned entities disclaims beneficial
ownership of such securities.


BRUNO'S: Order Confirms Joint Plan of Reorganization
----------------------------------------------------
An order confirming the second amended joint plan of
reorganization under Chapter 11 was signed by the Honorable Sue
L. Robinson, on December 30, 1999 and entered and filed in the
office of the Clerk of the US Bankruptcy Court, District of
Delaware on January 4, 2000.


SUN HEALTHCARE: Castel Moves For New or Expanded Committee
----------------------------------------------------------
The Creditors' Committee objects to Mr. Castel's motion, arguing
that multiple committees would lead to a slippery slope.  Every
creditor would argue that his interests are unique and that there
must be a separate committee for him.   As a real-life example,
the Committee notes that it has been "advised that a motion is
currently being prepared on behalf of tort claimants seeking the
appointment of a tort claimants' committee."

The Committee also disputes Mr. Castel's argument that at least
two committees are necessary: one for creditors of profitable
Debtors and another for creditors of less profitable Debtors.  
Mr. Castel is a creditor of the Debtors' rehabilitation and
therapy services line of business.  This business is run
primarily through SunDance and its eleven direct and
indirect subsidiaries.  Mr. Castel argues in his Motion that the
rehabilitation and therapy business has been historically
profitable.  He further argues that a committee composed largely
of creditors of 'unprofitable debtors' could not represent him or
other creditors of 'profitable debtors.'  In rebuttal, the
Committee contends that Mr. Castel "ignores the writing on the
wall."  They contend that the Debtors' rehabilitation and therapy
business is no longer profitable.

SunDance has been and will continue to be severely impacted by
Medicare's four-year phase in of a prospective payment system for
Medicare reimbursement.  SunDance was forced to take reserves
against its accounts receivable, and SunDance's net revenues
declined over 66% for the nine months ended September 30, 1999.  
Net revenues for rehabilitation and respiratory services declined
65.1% for the same period, the most dramatic decrease in revenues
from any of the Debtors' lines of business.  In addition, while
SunDance had a traditional net operating margin of 24%, the
operating margin for rehabilitation and therapy services was a
mere 4.4% for the nine months ended September 30, 1999.  As of
September 30, 1999, 75% of SunDance's accounts receivable were
over 120 days old. The Debtors took a $42.5 million write-down of
the value of the SunDance business in 1999.    

The Committee also opposes Mr. Castel's request that he be
appointed to the current Committee if new committees are not
formed.  They argue that it is impossible for every unsecured
creditor to be on the Creditors' Committee in a large bankruptcy
case.  They point-out that in the Sun bankruptcy there are
thousands of unsecured creditors holding claims over $2 billion,
and the current Committee members hold over $1 billion of this
amount.  By contrast, the Committee argues that Mr. Castel's $5.5
million claim is relatively small. (Sun Healthcare Bankruptcy
News Issue 9; Bankruptcy Creditor's Service Inc.)


CENTENNIAL CELLULAR: DCR Revises Outlook To Negative
----------------------------------------------------
Duff & Phelps Credit Rating Co. (DCR) has revised the Rating
Outlook on Centennial Cellular Operating Co. LLC's (CCOC) debt
ratings from Stable to Negative following the recent
announcements of two separate transactions. CCOC's senior secured
credit facility is rated 'BB-' (Double-B-Minus) and CCOC's senior
subordinated notes are rated 'B' (Single- B).

CCOC's parent company, Centennial Cellular Corp., has announced
that it has signed a letter of intent to acquire cable assets
from Pegasus Communications Corp. in certain markets on the west
end of Puerto Rico for $170 million in cash. The systems serve
55,000 subscribers, pass over 170,000 homes and have 125 route
miles of fiber. No definitive agreement has been reached yet.
Centennial is not expected to assume any debt from Pegasus in
this transaction, though the entire $170 million is likely to be
debt financed.

Centennial has also acquired a 70 percent interest in All-America
Radio and Cables for $25 million. All America has a 30 MHz PCS
and license in the Dominican Republic covering 8.9 million POPs
as well as a LMDS license. The remaining assets in All America
consist of its long-distance business and undersea cable assets.

Although the cable transaction would add a modest amount of
additional leverage to CCOC on an incremental basis, the
Dominican Republic PCS (and LMDS) investments will require a good
deal of capital to build new networks. The PCS licenses alone
more than double CCOC's potential wireless market in the
Caribbean. DCR will perform a comprehensive review of CCOC's
Caribbean market expansion program with a focus on funding
sources, vertical service plans in Puerto Rico, the Dominican
Republic wireless strategy and future potential external
investments.

DCR's Rating Outlook assumes that CCOC will use debt to fund
substantially all of its external funding needs for these
investments. DCR notes that CCOC's tremendous growth in cash flow
from existing businesses offsets some of the negative credit
impact of these investments

CCOC is the intermediate holding company of Centennial Cellular
Corp. CRC is the mainland U.S. cellular operating subsidiary of
CCOC that had 363,300 subscribers in markets covering 5.5 million
managed pops at November 30, 1999. CRC also holds 1.2 million
minority interest pops. CPR is the PCS, fixed wireless and
competitive local exchange operating subsidiary of CCOC with
161,800 subscribers and a PCS license that covers 3.8 million
pops in Puerto Rico and the U.S. Virgin Islands.


DEVLIEG-BULLARD: Order Grants Extension of Exclusivity
------------------------------------------------------
Judge Marilyn Shea-Stonum entered an order on January 10, 2000,
granting the debtors an extension up to and including March 31,
2000 the exclusive right to file a plan of reorganization and
granting the debtor up to and including May 31, 2000 the
exclusive right to obtain acceptance of its plan of
reorganization.


EAGLE GEOPHYSICAL: Seeks Authority To Enter Severance Agreement
---------------------------------------------------------------
The debtors, Eagle Geophysical, Inc., et al. seek entry of an
order authorizing the debtors to enter into a severance agreement
with David H. Saindon and authorizing the debtors to enter a
restated employment agreement with Richard W. McNairy. McNairy is
CFO and Vice President, and Saindon reports directly to McNairy.  
Under the agreements, both will receive a monthly severance
payment equal to 1/12 of the e employee's annual salary for four
months and continuation of insurance for four months and a lump-
sum payment of any accrued but untaken vacation pay attributable
to the year in which the termination of employment occurs based
on an entitlement to three weeks paid vacation.  Under the
Severance Agreement, Saindon is also entitled to a $5,000 lump-
sum retention bonus payable on the date of his termination.


ENTEX INFORMATION SYSTEMS: Amendment To Credit Line
---------------------------------------------------
On December 21, 1999, ENTEX Information Services, Inc. executed
an amendment to its working capital line of credit with IBM
Credit Corporation to extend to March 31, 2000 its existing
overadvance from its previously scheduled termination date of
December 21, 1999. The overadvance permits the company to borrow
up to $20 million in excess of what would otherwise have been
allowed under the collateral formula in the IBM Working Capital
Line of Credit. IBMCC also agreed to modifications of the
financial covenants in the IBM Working Capital Line of Credit
requested by the company. Simultaneously with execution
of the amendment of the IBM Working Capital Line of Credit, the
company's principal stockholder, Mr. Dort A. Cameron III,
guaranteed up to $20 million of the company's obligations to
IBMCC, and purchased from IBMCC an outstanding option to purchase
from Mr. Cameron 1,851,850 shares of the company's common stock.
Mr. Cameron initially granted this option to IBMCC in 1993. The
purchase price for the option was $3 million in cash, payable
not later than March 31, 2000, and an additional amount equal to
the excess, if any, of 1,851,850 multiplied by the highest per-
share price of the company's common stock obtained by Mr. Cameron
or any of his affiliates during the period ending one year after
the execution of the option purchase agreement over the initial
$3 million amount. The additional amount, if any, is payable upon
the consummation of any subsequent transaction in which more than
50% of the company's common stock is sold. If no such sale occurs
within the one-year period, the original option will be
reinstated with the aggregate exercise price increased by $3
million.

These transactions provide ENTEX with continued access to $20
million in liquidity under the IBM Working Capital Line of Credit
that otherwise would have been unavailable and will enable the
company to support its ongoing business and to fund its debt
service obligations in the near term. The continued availability
of these working capital resources will also provide additional
time for the company to complete the repositioning of
its business to one providing services only.


EVANS INC: Meeting of Creditors
-------------------------------
A meeting of creditors is set in the case of Evans, Inc., Evans-
Rosendorf of Maryland , Inc. and Koslow's Inc. for January 31,
2000, at 1:00 PM at the Office of the US Trustee, 80 Broad
Street, Second Floor, New York, NY 10004-1408.

Attorney for the debtors is Michael P. Richman, David M. Hillman,
1675 Broadway, New York, NY 10019.


EVANS INC: Last Date For Filing Claims
--------------------------------------
All claims or interests of creditors, equity security holders
must be filed on or before February 11, 2000 at Evans, Inc. c/o
UN Bankruptcy Court for the Southern District of New York, PO Box
218, Bowling Green Station, New York, NY 10006.


FITZGERALDS GAMING: Griffiths Reports Stock Ownership
-----------------------------------------------------
Philip D. Griffith beneficially owns 3,519,105 shares of common
stock in Fitzgeralds Gaming Corporation over which he exercises
sole voting and dispositive power. The number of shares owned
represents 63.9% of the outstanding common stock of the company.

On December 31, 1999 in a private transaction, Mr. Griffith
acquired 842,568 shares of the common stock at a purchase price
of $.01 per share and used his personal funds to acquire the
842,568 shares of common stock.  The aggregate amount now held by
Mr. Griffith is 3,519,105 shares of common stock representing the
approximately 63.9% of the company's common stock outstanding.
Included in such amount are 100,000 currently exercisable options
for shares of the company's common stock. Mr. Griffith's stock is
held by The Philip D. Griffith Gaming Trust, of which Mr.
Griffith is the sole trustee.


FITZGERALDS GAMING: Turk Sells Stock
------------------------------------
On December 31, 1999, Mr. Jerome H. Turk sold all of the shares
of Fitzgeralds Gaming Corporation's common stock held by him and,
accordingly, as of December 31, 1999, Mr. Turk beneficially owned
no shares of that company's common stock.


FOAMEX INTERNATIONAL: Societe Generale de Belgique Divests
----------------------------------------------------------
Societe Generale de Belgique, whose principal offices are in
Brussels, Belgium, has divested itself of all common stock it
once held in Foamex International Inc.


FRUIT OF THE LOOM: Applies to Employ Lazard Freres
--------------------------------------------------
The Debtors ask the Court for permission to employ Lazard Freres
& Co., LLC, as their financial advisor and investment banker in
these chapter 11 cases.  Lazard will provide the Debtors with a
wide range of financial advisory and potential underwriting
services under the terms of an Engagement Letter dated December
27, 1999, including:

(a) review and analysis of the Debtors' businesses, operations,
and financial projections;

(b) evaluating the Debtors' debt capacity in light of their
projected cash flows;

(c) assisting in determining an appropriate capital structure for
the Debtors;

(d) determining a range of values for the Debtors on a going
concern basis;

(e) advising the Debtors on tactics and strategies for
negotiating with the holders of the existing debt obligations;

(f) rendering financial advice to the Debtors and participating
in meetings or negotiations in connection with any restructuring,
modifications or refinancing of the Debtors' existing debt
obligations;

(g) advising the Debtors on the timing, nature and terms of new
securities, other consideration or other inducements offered;

(h) advising and assisting the Debtors in evaluating potential
capital markets transactions, including public or private debt or
equity offerings by the Debtors, and, on behalf of the Debtors,
evaluating and contacting potential sources of capital as the
Debtors may designate, and assist the Debtors in negotiating
related financing transactions;

(i) assisting the Company in preparing documentation required in
connection with the Restructuring of the Existing Debt
Obligations;

(j) assisting the Debtors in identifying any evaluating
candidates for a potential business combination, and advise,
negotiate and aid in consummation of such transactions;

(k) advising and attending meetings of the Debtors, their Board
of Directors and their Committees;

(l) providing testimony, as necessary, in any proceeding before
the Court; and

(m) providing the Debtors with other appropriate general
restructuring advice.  

Lazard agrees to provide its services to the Debtors in exchange
for:

(A) a flat $150,000 monthly fee;

(B) a cash fee equal to 0.5% of the Existing Debt Obligations
upon completion of a restructuring;

(C) a cash fee relating to any Business Combination based on the
Aggregate Consideration received by the Debtors:

Aggregate Consideration                        Incremental Fee
-----------------------                        ---------------
                       $0 to  $25,000,000                 2.00%
              $25,000,000 to  $50,000,000                 1.50%
              $50,000,000 to $100,000,000                 1.20%
             $100,000,000 to $200,000,000                 1.00%
             $200,000,000 to $300,000,000                 0.95%
             $300,000,000 to $400,000,000                 0.90%
             $400,000,000 to $500,000,000                 0.85%
             $500,000,000 to $600,000,000                 0.80%
             $600,000,000 to $700,000,000                 0.75%
             $700,000,000 to $800,000,000                 0.70%
             $800,000,000 to $900,000,000                 0.65%
                        Over $900,000,000                 0.60%

but not applicable to: (1) disposition of the Proplayer division;
                       (2) ordinary course asset dispositions and
                       (3) [unspecified] planned facility or
                        equipment asset sales; and

(D) Financing Fees, payable in cash, as a percentage of total
gross proceeds:

                     Funds Raised              Percentage Fee
                     ------------              --------------
                     Senior Secured                 1.75%
                     Senior Unsecured               2.75%
                     Subordinated                   3.75%
                     Convertible Debt               3.75%
                     Convertible Preferred          4.75%
                     Common Stock                   5.75%

The Debtors will indemnify Lazard for all claims, except those
arising from Lazard's bad faith or gross negligence.  The Debtors
agree that any action against Lazard will be brought in New York
and the Debtors agree to waive all rights to a jury trial.  

Barry W. Ridings, a Managing Director for Lazard leading the
Fruit of the Loom engagement, assures the Court that Lazard is
disinterested within the meaning of 11 U.S.C. Sec. 101(14),
notwithstanding Lazard's many relationship unrelated to Fruit of
the Loom's cases in financial and legal circles.  (Fruit of the
Loom Bankruptcy News Issue 3; Bankruptcy Creditor's Service Inc.)


GOLDEN OCEAN: Files Chapter 11
------------------------------
Golden Ocean Group Ltd. and two affiliates filed for Chapter 11
protection with the U.S. Bankruptcy Court in the District of
Delaware. The petition lists assets and liabilities of $881
million and $880 million, respectively. The case number is 00-
0009, and the company is represented by Laurie Selber Silverstein
at (302) 984-6000. The company's business focuses on several
aspects of ocean transport, particularly dry bulk carriers and
crude oil tankers.


HECHINGER: Seeks Five More Months to File Liquidating Plan
---------------------------------------------------------
Hechinger Co. (X.HGR) has asked the bankruptcy court for a five-
month extension of its exclusive period to sponsor a liquidating
plan of reorganization. The hardware retailer is asking the court
to further its exclusive periods to file a reorganization plan
and solicit favorable votes to June 2 and Aug. 2, respectively.
On Oct. 19, the bankruptcy extended Hechinger's exclusive periods
to Jan. 11 and March 9. "The Debtors have just finished
conducting an auction for the fee and lease properties relating
to both the 89 store and the 117 store closing," Hechinger
stated in its Dec. 29 motion. The company says it is now in the
late stages of disposing of the furniture, fixtures and equipment
and other assets relating to its remaining 117 stores. (The Daily
Bankruptcy Review and ABI January 18, 2000)


HOUSING RETAILER: GE Investment Replies To Objection
----------------------------------------------------
GE Investment Private Placement Partners II, a limited
partnership, and Ardhouse, LLC, lenders, reply to the objection
of Ted D. Parker, Victoria S. Parker and MLP Investments Inc. to
the motion for an order authorizing H Squared LLC and Housing
Retailer Holdings, Inc. to obtain secured post-petition
financing.

In their DIP motion, the debtors seek authorization to borrow
monies from the lenders for two primary purposes (i) to fund the
prosecution of valuable avoidance and other claims held by the
debtors against the Parker Entities and (ii) to fund the expenses
that have been and will be incurred in connection with confirming
a plan of reorganization in these Chapter 11 cases.  The Parker
entities, as targeted defendants object, and according to the
lenders, their objections are not valid, but are potential
defendants "whose only goal is to prevent these debtors from ever
prosecuting their claims against them."

The lenders claim that the terms of the financing are fair and
reasonable and necessary to preserve and maximize assets of the
estate.


INCOMNET: Extension of Exclusivity
----------------------------------
The Honorable John E. Ryan entered an order on December 22, 1999,  
extending the time period within which Incomnet has the exclusive
right to file a plan of reorganization until January 31, 2000.

The court also granted an extension of the time period  to
solicit acceptances of the plan until May 1, 2000, so long as the
plan is filed on or before January 31.


IRIDIUM: Incurs $114.2 Million In Operating Losses in November
--------------------------------------------------------------
According to a report in MOBILE SATELLITE NEWS on January 13,
2000, Iridium LLC [IRID] and its affiliates incurred $114.2
million in operating losses during November 1999, according to an
8-K document filed by the company with the SEC.
        
Nearly all of the November 1999 deficit stems from non-
reorganization costs that totaled $111.2 million during November
compared with just $3 million spent to help reorganize the
company after its August 1999 filing for Chapter 11 bankruptcy
court protection.  The expense of operating Iridium drained $16
million from its cash and cash equivalents to leave $181.6
million at the end of November, according to the 8-K.

Motorola Inc. [MOT], Iridium's primary contractor and a
significant shareholder, agreed to lead a $20 million financing
in December to let Iridium continue operating through Feb. 15.
   

JUST FOR FEET: Seeks Authority To Reject 8 Leases
-------------------------------------------------
Gordon Brothers Retail Partners LLC, conducting closing sales at
specialty stores, has notified the debtor, Just For Feet, Inc.
and its subsidiaries that 8 specialty stores have been closed.  
According to Keen Realty Consulting Inc. the leases have no value
to a third party and the debtors ask that the leases be rejected.

The leases cover property at the following locations:

Mall of Avenues, Jacksonville, FL
Shoppingtown Mall De Witt, NY
Marketplace Mall, Rochester, NY
Marley Station Glen Burnie, MD
Frandor Mall Lansing , MI
Clearview Mall Metairie, LA
Oaks Mall, Gainsville, FL
Aviation Mall Queensbury, NY


JUST FOR FEET: Renewed Motion Authorizing Employee Benefits
-----------------------------------------------------------
The debtors, Just For Feet, Inc. and its direct and indirect
debtor subsidiaries, seek authority for payment of prepetition
employee benefits.

The debtor seeks to pay certain unpaid bonuses that total
approximately $90,000.


KCS ENERGY: Fiduciary Trust Owns Stock
--------------------------------------
Fiduciary Trust Company International beneficially owns an
aggregate 2,307,936 shares of common stock in KCS Energy Inc.,
representing 7.89% of the outstanding common stock of the
company.  The following powers are held: Sole voting power over
136,670 shares, shared voting power over 2,171,266 shares, sole
dispositive power over 2,656 shares, and shared dispositive
powers over 2,305,280 shares.


LA ROCHE INDUSTRIES: May Be Able to Avoid Bankruptcy
----------------------------------------------------
LaRoche Industries Inc., Atlanta, has been considering bankruptcy
protection to deal with its liquidity problems, but the company
now believes that better product pricing and support from its
lenders will eliminate the need for chapter 11, according to a
newswire report. CEO Harold Ingalls said, "We do not expect a
chapter 11 filing at this time. Two things have changed. Our
businesses have made a significant change in pricing--they've
gone up--and our lending group continues to support the company."
The company also is working on an extension to amend its
secure credit facility, which expires Thursday.


MARINER POST-ACUTE: Nursing Home Chain Seeks Bankruptcy
-------------------------------------------------------
Mariner Post-Acute Network, Inc. (OTC Bulletin Board: MPAN)
and Mariner Health Group, Inc., and certain of their respective
subsidiaries ("Mariner") have filed separate voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court for the District of Delaware.  
    
Mariner Post-Acute Network has obtained a commitment for $100
million in debtor-in-possession ("DIP") financing with Chase
Manhattan Bank.  Mariner Health Group has obtained a commitment
for $50 million in DIP financing with PNC Bank.

Mariner's immediate need to relieve its debt burden is due, in
part, to the significant financial pressure created by the
Balanced Budget Act (BBA) of 1997 and its implementation, which
reduced Mariner's Medicare reimbursement rate by $115 per
resident, per day. According to the Congressional Budget Office,
BBA implementation resulted in Medicare spending $19 billion
below what the Congress provided.  
    
"While the measure of relief provided by Congress last year in
the Medicare Balanced Budget Refinement Act was an important
step, the crisis in long-term care continues to grow as dramatic
Medicare cuts, explosive litigation costs and staffing shortages
threaten the viability of long-term care providers," said Francis
W. Cash, chairman, president and chief executive officer.

In addition to the Chapter 11 filing, Mariner announced that
Apollo Management, LP and its affiliates sold on December 20,
1999 substantially all the Mariner equity owned by Apollo and its
affiliates. As a result, all Apollo board of directors designees
resigned from the Mariner board effective January 2, 2000.  
    
Mariner Post-Acute Network, Inc, headquartered in Atlanta,
Georgia, operates more than 400 skilled nursing, sub-acute and
assisted living facilities with approximately 50,000 beds.  
American Pharmaceutical Services, the Company's institutional
pharmacy group, operates approximately 40 institutional
pharmacies, serving more than 2,000 facilities, comprising
approximately 125,000 beds.  In addition, the Company's Specialty
Hospital group operates 13 Long-Term Acute Care hospitals in key
markets.  


MICHAEL PETROLEUM: Order Resets Hearing To Extend Deadline
----------------------------------------------------------
In the case of Michael Petroleum Corporation, Michael Petroleum
Alpha corporation and Michael Holdings, Inc., the US Bankruptcy
Court, Southern District of Texas, Laredo Division, will conduct
a hearing on the debtors' motion for an order extending the
debtors' 11 USC 365(d)(4) deadline on January 31, 2000 at 11:30
AM.


MICHAEL PETROLEUM: Meeting of Creditors Set
-------------------------------------------
In the case of Michael Petroleum Corporation, Michael Petroleum
Alpha Corporation and Michael Holdings, Inc., a meeting of
creditors is set for February 1, 2000 at 10:00 AM, 515 Rusk
Avenue Suite 3401, Houston, Texas.  Attorney for the debtor is
Scott Everett, Haynes and Boone LLP, 901 Main St. Suite 3100,
Dallas, TX.


NEXTWAVE: Judge Orders FCC To Show Cause
---------------------------------------
U.S. Bankruptcy Judge Adlai S. Hardin, Jr., the presiding judge
in NextWave Telecom's pending reorganization proceeding, has
ordered the FCC to appear in federal court and show cause why
last week's agency action purporting to cancel the Company's
licenses and schedule them for reauction is not null and void as
a matter of law and without force or effect. Judge Hardin's
action came in response to a request filed by NextWave, which
also filed a memorandum of law demonstrating that the FCC's
action is contrary to explicit provisions of the federal
Bankruptcy Code and governing judicial precedent. The hearing is
scheduled for Friday, January 21, 2000, at 11:00 a.m. in federal
court in White Plains, New York.

"The FCC has violated the legal rights of NextWave and its
creditors and investors," said a NextWave spokesperson. "The FCC
acted unlawfully and its action was not even supported by a vote
of the Members of the Commission. The Commission's attempted
action leaves NextWave with no choice but to take all legal steps
necessary, in every appropriate forum, to protect its rights and
the rights of over 3000 creditors and shareholders of NextWave,
the majority of whom are small businesses and individuals,
including numerous private and state pension funds."

In its filings last Friday, NextWave also announced its intention
to file a petition for rehearing regarding the recent decision of
the United States Court of Appeals for the Second Circuit
concluding that federal bankruptcy courts lack authority to
adjudicate fraudulent conveyance actions brought against the
government in connection with obligations arising out of FCC
spectrum auctions. "The Second Circuit's decision is an
inexplicable departure from the plain language of numerous
governing statutes and settled judicial decisions, including the
opinions of other federal courts that have directly considered
this precise issue," said a NextWave spokesperson.

"The FCC's claim that NextWave's PCS licenses cancelled a year
ago, and its announcement purporting to schedule those licenses
for reauction, are precluded by the plain provisions and core
purposes of the Bankruptcy Code," NextWave's spokesperson
continued. "If the Company's licenses canceled over a year ago,
what have the FCC, the Courts, Congress and the Company been
doing all this time? Tens of millions of dollars and hundreds of
thousands of hours have been expended on these issues by judges,
lawyers, bankers, creditors, investors and others. Congress
itself has spent a great deal of time and energy focusing on
the matter -- while ultimately declining each year for the past
three years to adopt legislation that the FCC itself has admitted
it needs to obtain before acting in the manner it did last week.
The agency's attempt to eviscerate all this effort and settled
law by purportedly canceling the licenses is clearly null and
void."

"In taking its purported action last week," the spokesperson
said, "the FCC inexplicably rejected NextWave's written offer to
make an immediate and full cash payment to the FCC of $4.3
billion, the amount of NextWave's auction bid which the FCC had
earlier accepted. The FCC thus abandoned the largest payment
ever tendered for spectrum licenses, as well as an opportunity to
make the benefit of those licenses available to the American
public immediately."

In June of 1998, NextWave sought protection under the Bankruptcy
Code to reorganize its business. Consistent with the purposes of
the bankruptcy laws, which are designed to facilitate and support
the rehabilitation of businesses, NextWave was able to prepare
and finance a plan of reorganization that paid the FCC $4.3
billion and would put its spectrum into immediate use for the
public benefit. Instead, eighteen months after giving NextWave,
its creditors and investors assurances that it recognized
NextWave's entitlement to the protections of bankruptcy law, the
FCC now seeks to ignore those assurances in order to revoke and
re-auction the Company's licenses, alleging that NextWave
missed interest payments while in bankruptcy. That attempt to
deprive NextWave of its licenses is baseless.

As Congress made clear in enacting the Bankruptcy Code, the
filing of a petition for reorganization under the bankruptcy laws
"gives the debtor a breathing spell from his creditors. It stops
all collection efforts, all harassment, and all foreclosure
actions. It permits the debtor to attempt a repayment or
reorganization plan, or simply to be relieved of the financial
pressures that drove him into bankruptcy." The FCC explicitly
acknowledged these purposes in a court filing in July of 1998,
stating that "NextWave will still enjoy bankruptcy protection
from collection of C block license payments pending
reorganization of its business affairs." The FCC's belated
attempt to deprive NextWave of its statutory rights is improper
and invalid.

The FCC's efforts to block the commercialization of NextWave's
licenses and its election to pursue unlawful actions designed to
punish NextWave for exercising statutorily granted rights are at
odds with federal law and with the Commission's own statements
regarding the need for prompt utilization of NextWave's PCS
spectrum. The Bankruptcy Code encourages and fosters the efforts
of debtors to reorganize and pay creditors. It is mystifying why
the FCC, in an action contrary to the law, would reject
NextWave's proposal to pay the government $4.3 billion in cash
upon confirmation of the modified plan. This rejection deprives
the American taxpayers of the immediate payment of $4.3 billion
and the prompt introduction of new and innovative wireless
technologies through the spectrum licenses held by the NextWave.

Almost four years after the C block auction concluded, the FCC's
continuing opposition to the C block licensees has prevented
utilization of over 90% of the licenses auctioned in that
auction. This unfortunate result has devastated many
small investors and stymied the goals and objectives of Section
309(j) of the Communications Act. The FCC's position on this
matter defies the law and common sense, and continues to
frustrate the will of Congress and the public interest.

The effect of the FCC's purported actions is to deny the
taxpayers of the United States full payment for the licenses and
deny consumers the beneficial use of the licenses for an extended
period while litigation continues. In deference to consumers and
taxpayers, and to the rule of law, the FCC should accept
NextWave's tendered payment and clear the way for the licenses to
be put into use immediately.


NUMBER NINE VISUAL: Committee Taps Brown, Rudnick
-------------------------------------------------
The Official Committee of Unsecured Creditors of Number Nine
Visual Technology Corporation filed an application for authority
to employ the law firm of Brown, Rudnick, Freed & Gesmer PC.


PAGE AMERICA GROUP: Court Confirms Prepackaged Liquidating Plan
---------------------------------------------------------------
The plan of Page America Group, Inc., et al., debtors, designates
two classes of claims and two classes of interests.  The holders
of Class 1 subordinated note claims re impaired and have voted to
accept the plan.  Holders representing 100% of the Class 1
subordinated note claims voted to accept the plan, and no holders
of Class 1 claims voted to reject the plan.  The holders of Class
2 general unsecured claims are not impaired under the plan.  The
holders of Class 3 Preferred stock interests are impaired and
have voted to accept the plan.  Holders representing 84.3% of the
Class 3 Preferred stock Interests voted to accept the plan, and
no holders of Class 3 interests voted to reject the plan.  The
holders of Class 4 common stock interests are impaired under the
plan, and are deemed to have rejected the plan.  The order of
confirmation issued on December 21, 1999.


PARAGON TRADE: Court Confirms Plan
----------------------------------
Paragon Trade Brands Inc., Norcross, Ga., announced Friday that
the Bankruptcy Court for the Northern District of Georgia entered
an order confirming the company's second amended plan of
reorganization and that the company expects to emerge from
chapter 11 protection by the end of the month, according to a
newswire report. The plan embodies a previously announced
commitment by Wellspring Capital Management LLC to purchase the
company as part of its exit from chapter 11. Paragon Trade Brands
is a leading manufacturer of store-brand infant disposable
diapers in the United States.


PRIMARY HEALTH: Court Approves Amendment to DIP
-----------------------------------------------
On January 7, 2000, the US Bankruptcy Court for the District of
Delaware entered an order authorizing the debtors to enter into a
fourth amendment relating to loan documents and to consummate any
and all transactions in connection with the amendments.  The
debtors are authorized to obtain additional postpetition
financing in a maximum principal amount outstanding not to exceed
$50 million.

The debtors are authorized to borrow from the Lenders an
additional $7.6 million under the credit agreement, as amended.


ROBERDS: To File for Bankruptcy Protection
------------------------------------------
Roberds, Inc. (NASDAQ:RBDS) announced today the closing of
all eight of its stores and its distribution center in the Tampa,
Florida market, and its single store in the Cincinnati, Ohio
market. Roberds will engage an inventory liquidator to sell the
inventory in both the Tampa and Cincinnati markets. That sale is
expected to begin within the next two weeks, and conclude within
90 days.

Roberds also announced that it will be seeking protection under
Chapter 11 of the United States Bankruptcy laws. A petition is
expected to be filed in the Southern District of Ohio on January
19, 2000.

Roberds employes approximately 370 people in the Tampa market
and 160 in the Cincinnati store. The employees in those markets
will be dismissed as the business activity winds down. Some of
the employees will be involved in the liquidation sales.

The withdrawal from the Cincinnati market will cause a reduction
of employment in the Company's Fairborn, Ohio distribution
center. It has not yet been determined how many people will be
affected in Fairborn.

Roberds also announced the sale of its Buckhead, Atlanta, Georgia
store. The property has been listed for sale with Tramell Crow
Company, Atlanta, Georgia. The Buckhead store is expected to
continue to operate until a buyer for the property is identified
and under contract. At that time, the Buckhead store will cease
business and the employees will be absorbed into other Roberds
stores in Atlanta.

"The first-half of 1999 showed some improvement for Roberds, but
we suffered a $3.3 million loss in the third quarter, compared to
$1.2 million during the same period in 1998.

"It finally became a matter of company survival in a very
competitive industry," said Mr. Baskin. "The actions that we have
announced today have been very difficult, as they affect many
outstanding, dedicated employees and their families. While these
actions are regretful, they were necessary to again become
competitive and continue operations.  Our emphasis will be on
providing our customers with the very best service and product
value available to them in this industry."

The Company will apply to the bankruptcy court for authority to
honor all customer deposits and warranty obligations. The Company
expects no interruption in its day-to-day business in Dayton or
Atlanta.  The Company expects to continue to make regular
payments to its employees for payroll and payroll-related items.

Roberds, Inc., which reported sales of $287 million in 1999, is a
major retailer of name brand home furnishings products, including
furniture, bedding, major appliances and consumer electronics.
Roberds, with a total of 24 stores in four marketing areas,
operates 23 large format superstores: six in the greater Dayton,
Ohio area; nine in greater Atlanta, Georgia; and eight in greater
Tampa, Florida; and a single megastore in Cincinnati, Ohio with
250,000 square feet of selling space. Roberds has 1,800,000
square feet of selling space and 1,122,000 square feet of
warehouse space.   


SUN HEALTHCARE: Castel Moves For New or Expanded Committee
----------------------------------------------------------
The Creditors' Committee objects to Mr. Castel's motion, arguing
that multiple committees would lead to a slippery slope.  Every
creditor would argue that his interests are unique and that there
must be a separate committee for him.   As a real-life example,
the Committee notes that it has been "advised that a motion is
currently being prepared on behalf of tort claimants seeking the
appointment of a tort claimants' committee."

The Committee also disputes Mr. Castel's argument that at least
two committees are necessary: one for creditors of profitable
Debtors and another for creditors of less profitable Debtors.  
Mr. Castel is a creditor of the Debtors' rehabilitation and
therapy services line of business.  This business is run
primarily through SunDance and its eleven direct and
indirect subsidiaries.  Mr. Castel argues in his Motion that the
rehabilitation and therapy business has been historically
profitable.  He further argues that a committee composed largely
of creditors of 'unprofitable debtors' could not represent him or
other creditors of 'profitable debtors.'  In rebuttal, the
Committee contends that Mr. Castel "ignores the writing on the
wall."  They contend that the Debtors' rehabilitation and therapy
business is no longer profitable.

SunDance has been and will continue to be severely impacted by
Medicare's four-year phase in of a prospective payment system for
Medicare reimbursement.  SunDance was forced to take reserves
against its accounts receivable, and SunDance's net revenues
declined over 66% for the nine months ended September 30, 1999.  
Net revenues for rehabilitation and respiratory services declined
65.1% for the same period, the most dramatic decrease in revenues
from any of the Debtors' lines of business.  In addition, while
SunDance had a traditional net operating margin of 24%, the
operating margin for rehabilitation and therapy services was a
mere 4.4% for the nine months ended September 30, 1999.  As of
September 30, 1999, 75% of SunDance's accounts receivable were
over 120 days old. The Debtors took a $42.5 million write-down of
the value of the SunDance business in 1999.    

The Committee also opposes Mr. Castel's request that he be
appointed to the current Committee if new committees are not
formed.  They argue that it is impossible for every unsecured
creditor to be on the Creditors' Committee in a large bankruptcy
case.  They point-out that in the Sun bankruptcy there are
thousands of unsecured creditors holding claims over $2 billion,
and the current Committee members hold over $1 billion of this
amount.  By contrast, the Committee argues that Mr. Castel's $5.5
million claim is relatively small. (Sun Healthcare Bankruptcy
News Issue 9; Bankruptcy Creditor's Service Inc.)


THERMOGENESIS: Completes Offering of Stock
------------------------------------------
On January 4, 2000, Thermogenesis Corporation completed an
offering of 4,040 shares of Series B Convertible  Preferred Stock
and warrants to purchase 444,562 shares of Thermogenesis
Corporation common stock.  The initial placement was made to the
lead investors, Advantage Fund II Ltd. and Koch Investment Group
Limited, on December 22, 1999, and the final closing was held on
January 4, 2000 with Clarion Capital Corporation.  The placement
resulted in gross proceeds to Thermogenesis Corporation of
$4,040,000, before commissions and expenses payable in connection
with the placement.

Unless stockholder approval is obtained, the Series B Convertible
Preferred Stock is convertible into a maximum of 4,236,000 shares
of Thermogenesis Corporation common stock, in the aggregate. For
the first six months from December 22, 1999, the Series B
Convertible Preferred  Stock is convertible at a fixed conversion
price of $2.2719 per common share, which represents the average
bid price of the common stock for the ten days prior to December
22, 1999.  Thereafter, the conversion price is  adjusted every
six months to be the lesser of (a) 130% of the fixed  conversion
price or (b) 90% of the average market price for the ten
days prior to such adjustment date. The Series B Convertible
Preferred Stock is entitled to dividends at the rate of 6% per
annum which amount, at the option of Thermogenesis, may be added
to the $1,000 per share conversion value of the Series B
Convertible Preferred Stock.

The conversion price is subject to further adjustment under
certain circumstances, provided such circumstances are outside of
the company's control, including the following events: (i) no
closing bid price for the common stock for five consecutive
trading days; (ii) delisting of the common stock from the Nasdaq
SmallCap Market or any other market or exchange; (iii) inability
of the investors to sell shares of common stock under an
effective registration statement for 30 days or more, in
the aggregate; (iv) certain business combination events where
Thermogenesis stockholders do not control 51% of the combined
company,  unless certain conditions are satisfied; and (v)
certain defaults by Thermogenesis in the performance of its
obligations to the institutions;  and (iv) the adoption
of any amendment to Thermogenesis Corporation's  Certificate of
Incorporation materially adverse to the holders of the Series B
Convertible Preferred Stock without the consent of the
majority of the shares of Series B Convertible Preferred Stock.
If Thermogenesis takes action to affect any of the foregoing, and
such action is deemed to be within its control, the Series B
holders can require that Thermogenesis redeem the shares at a
premium.

Thermogenesis has the right to redeem the Series B Convertible
Preferred Stock at a premium and under some circumstances at the
market price of its common stock that the Series B Convertible
Preferred Stock would otherwise be convertible into.

The net proceeds from the offering will be used for general
corporate purposes and working capital.


UNITED STATIONERS: Farallon Partnerships Invest in Common Shares
-----------------------------------------------------------------
The Farallon Partnerships and Managing Members, in November,
invested in the common shares of United Stationers in the
following manner: the net investment cost (including commissions)
for the shares held by each of the Partnerships and Managed
Accounts was Farallon Capital Partners, 320,100 shares at a net
investment cost of $6,457,196.00; Farallon Capital Institutional
Partners, 304,200 shares, cost $6,331,926.00; Farallon Capital
Institutional Partners II, 88,100 shares, cost $1,726,695.00;
Farallon Capital Institutional Partners III, 79,600 shares, cost
$1,646,073.00; Tinicum, 32,600 shares, cost $662,542.00 and the
Managed Accounts, 882,800 shares at a net investment cost of
$17,741,301.00.

The principal business of each of the Partnerships is that of a
private investment fund engaging in the purchase and sale of
investments for its own account and together hold an aggregate of
1,707,400 shares, which is 5.0% of the outstanding shares of
common stock of United Stationers Inc.

Each of the Managing Members, i.e., Andrew B. Fremder, David I.
Cohen, Enrique Boilini, Jason M. Fish, Joseph F. Downes, Meridee
A. Moore, Richard B. Fried, Stephen L. Millham, Thomas F. Steyer,
William F. Duhamel and William F. Mellin held shared voting and
dispositive powers over the total 1,707,400 shares, representing
5.0% of the outstanding shares of common stock of the company.  
Fleur Fairman exercised such powers over 824,600, or 2.4% of such
stock.

The following shares were purchased by the various entities which
make up the Partnerships and in the percentages shown: Farallon
Capital Institutional Partners II, L.P., 88,100 shares, 0.3%;
Farallon Capital Institutional Partners III, L.P., 79,600 shares,
0.2%; Farallon Capital Institutional Partners, L.P., 304,200
shares, 0.9%; Farallon Capital Management LLC, 882,800 shares,
2.6%; Farallon Capital Partners, L.P., 304,200 shares, 0.9%;
Farallon Partners, L.L.C., 824,600 shares, 2.4%; and Tinicum,
32,600 shares, 0.1%.


UNIVERSAL EXPRESS: Reports Revenues and Losses
----------------------------------------------
Universal Express, Inc., is an integrated business service
conglomerate.  Its principal subsidiaries and divisions include
the Private Postal Network.com (with two divisions, Postal
Business Center Network.com (PBC Network Inc. and WorldPost
Network.com), Manhattan Concierge, Packaging Plus Services, Inc.
(corrugated business), Images Design and Marketing, and
UniqueNet.

During the three months ended September 30, 1999, the company's
current business operations generated revenues of $1,334,444, as
compared with operating revenues of $635,838 for the same three
month period in 1998, an increase of 110%.  The net losses
experienced in the 1999 three month period were $1,072,630 as
compared with net losses in the 1998 three month period of
$778,637.


VENCOR: Franklin Mutual Advisers No Longer Holds Stock
------------------------------------------------------
Franklin Mutual Advisers, LLC  no longer hold common stock in
Vencor Inc. having divested itself from all formerly held shares.


                     *********

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

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