TCR_Public/000121.MBX      T R O U B L E D   C O M P A N Y   R E P O R T E R
        
          Friday, January 21, 2000, Vol. 4, No. 15

                        Headlines

ADVANCED GAMING: Seeks Entry of Final Decree
AMERICAN PAD & PAPER: Approval of First-Day Orders
BARNEYS NEW YORK: Reports Sales For Quarter
BONNEVILLE PACIFIC: Stock Owners Report Holdings
CPS: Agrees to Sell Assets to Tyler Technologies

FASTCOMM COMMUNICATIONS: Revenues and Losses Decrease
FLORIDA COAST: Deadline For Filing Proofs of Claim
FORCENERGY: Announces Plan Confirmation
HOME HEALTH: Seeks Extension of Exclusivity
HOME HEALTH: Sixteenth Order Approving Use of Cash Collateral

JUMBOSPORTS: Motion To Sell Real Property
LEASING SOLUTIONS, INC: Prudential Securities Objects
LENOX HEALTHCARE: Notice of Bar Date
PRIME RETAIL, INC.: Moody's Downgrades Preferred Stock
SABRATEK: Applies To Retain Woodward Capital

SMARTALK TELESERVICES: Files To De-Register Stock
SOUTHERN MINERAL: Court Authorizes Assumption of Insurance
SUN HEALTHCARE: Trustee Directed to Expand Committee
TRANSTEXAS GAS: Continuance of Hearings on Plan Confirmation
WORLDPORT COMMUNICATIONS: Sales of Securities Outlined

WORLDWIDE DIRECT: Disclosure Statment For Smartalk
WORLDWIDE DIRECT: Hearing On Fletcher Disclosure Statement

                       ********

ADVANCED GAMING: Seeks Entry of Final Decree
--------------------------------------------
Branson Signature Resorts, Inc. and Advanced Gaming Technology, Inc.,
debtors, filed a motion for entry of final decree and order closing
bankruptcy case on January 14, 2000.


AMERICAN PAD & PAPER: Approval of First-Day Orders
--------------------------------------------------
American Pad & Paper Company (OTC BB:AMPP) (AP&P) announced today that it
has received Bankruptcy Court approval to, among other things, pay
employee wages, salaries and benefits during its voluntary reorganization
under Chapter 11. The Court also approved interim debtor-in-possession
(DIP)  financing for immediate use by the Company for its day-to-day
operational needs. As previously announced, AP&P has received a commitment
for $65 million of DIP financing from a group of its current bank lenders.
"I am pleased with the progress made in the Bankruptcy Court and with the
support shown by our banking group to arrange immediate interim DIP
financing," said James W. Swent III, Chief Executive Officer. "We now have
the required financing in place to purchase and pay for goods and services
from our suppliers as we move forward. "I am also appreciative of the
overwhelming support we have received from our major vendors as we begin
the reorganization process," stated Mr. Swent. "With our first-day motions
approved and our interim DIP financing in place, the Company can continue
to provide our customers the products and service levels they have come to
expect. The Williamhouse sale process is on track and moving forward.
Staying focused on these activities will enable American Pad & Paper to
maximize the value of the business for all its stakeholders." American Pad
& Paper Co., which invented the legal pad in 1888, is a leading
manufacturer and marketer of paper-based office products in North America.
Product offerings include envelopes, writing pads, file folders, machine
papers, greeting cards and other office products. The key operating
divisions of the Company are Williamhouse, AMPAD, and Creative Card.
Company revenues in 1998 were $662 million, additional information is
available on the Company's Website at http://www.americanpad.com.

  
BARNEYS NEW YORK: Reports Sales For Quarter
-------------------------------------------
Barneys New York, Inc. and subsidiaries is a retailer of men's and women's
apparel and accessories and items for the home.

Net sales for the three months ended October 30, 1999 were $101.0 million
compared to $91.6 million a year ago, an increase of 10.2%. The company's
net income for the three months ended October 30, 1999 was $2.2 million
compared to net income of $0.1 million for the three comparable months of
1998. Net sales for the nine months ended October 30, 1999 were $263.5
million compared to $250.8 million a year ago, an increase of 5.1%.The
company's net loss for the nine months ended October 30, 1999 was $8.6
million compared to a net loss of $15.7 million for the nine months ended
October 31, 1998.


BONNEVILLE PACIFIC: Stock Owners Report Holdings
------------------------------------------------
The group members of Plantagenet consist of Plantagenet Capital Fund II,
L.P., Plantagenet Capital Fund LP, Plantagenet Capital Management LLC and
C Derek Anderson. Each, with the exception of Plantagenet Capital Fund LP,
is considered to beneficially own 150,000 shares of the common stock of
Bonneville Pacific Corporation with shared voting and dispositive powers.
The amount held represents 2.06% of the outstanding common stock of the
company. Plantagenet Capital Fund LP does not presently own stock in
Bonneville Pacific.

John J. Zappettini and Anderson Capital Management no longer hold stock in
the company while Patricia Love Anderson holds 375 shares in her own right
with sole voting and dispositive power. This amount represents 0.005% of
the outstanding common stock of the company. Plantagenet II, believed it
should have received an additional 1,533 shares (on a post-reverse split
basis) as part of the Plan Shares issued by the Trustee on or shortly
after the Effective Date with respect to certain Class 9 Equity Claims
held by Plantagenet II. Plantagenet II has requested such Shares from the
Trustee. Of the 1,533 additional Shares requested by Plantagenet II, the
Trustee ultimately issued 1,058 Shares, 583 of which were issued on
December 9, 1998 and 475 of which were issued on March 3, 1999. These
additional Shares increased the beneficial ownership of Plantagenet II,
PCP, PCMLLC, Zappettini and Anderson by approximately 0.01%. On October 7,
1999, Plantagenet purchased 956 Shares in an open market transaction for
$10.75 a Share. The purpose of the purchase was to raise the aggregate
holdings of Plantagenet and Plantagenet II to an even 450,000 Shares so
that after the sale of certain Shares, Plantagenet II would be left with
an even 150,000 Shares. Plantagenet sold all of the Shares held by it,
which sales were effected in open market transactions. After the sales,
the entities held less than 5% of the outstanding common stock shares of
Bonneville Pacific.


CPS: Agrees to Sell Assets to Tyler Technologies
------------------------------------------------
CPS Systems, Inc. (the "Company") announced today that the Company has
entered into an agreement with Tyler Technologies, Inc. (NYSE: TYL)
("Tyler") whereby Tyler has agreed to purchase substantially all of the
Company's assets through a bankruptcy process of the Company. The Company
today filed a Chapter 11 bankruptcy case in Dallas, Texas to accomplish
this result.

The sale is subject to bankruptcy court approval and to the receipt of
higher and better offers for the Company's assets. The Company's senior
secured creditor, Hanifen Imhoff Mezzanine Partners, has also agreed to
the sale. The Company hopes to complete the sale in early March, although
no dates have been established by the Bankruptcy Court. Under the purchase
agreement, Tyler would (a) contribute to the Company's capital the $1.6
million in loans Tyler has made to the Company, (b) pay to Hanifen
approximately $2.3 million in Tyler common stock or cash, at Tyler's
option, to satisfy Hanifen's secured first lien position, (c) provide
interim debtor-in-possession financing to the Company during the
bankruptcy process, and (d) deliver to the Company's unsecured creditors,
on a prorated basis, an amount equal to the difference between $2.8
million and the interim debtor-in- possession financing used by the
Company during the bankruptcy process.

With total debt obligations exceeding $12.5, the Company's common stock
will retain no value. On December 23, 1999, the Company's common stock
ceased trading on the American Stock Exchange. The Company develops,
markets, implements and supports fully integrated software applications
designed specifically for public sector organizations, including states,
counties, townships, city governments and other municipal agencies. The
Company's products address the following functional areas: (i) property
tax appraisal and assessment, (ii) property tax billing and collection,
and (iii) city and municipal systems. The Company has its headquarters in
Dallas, Texas.


FASTCOMM COMMUNICATIONS: Revenues and Losses Decrease
-------------------------------------------------------
FastComm Communications Corporation's total revenues decreased $178,000
(10%) compared with that of the previous quarter and increased $363,000
(30%) when compared with the corresponding quarter of the previous fiscal
year.  In the quarter ended October 30, 1999 revenues were $1,568,651 as
compared with $1,205,474 for the same quarter of 1998.  Net losses in the
1999 quarter were $1,253,712, while in the comparable 1998 quarter net
losses were $1,503,948.

In the six months ended October 30, 1999 net revenues were $3,316,108 and
net losses were $2,030,250.  In the six months ended October 31, 1998 net
revenues were $2,335,349 and net losses were $3,503,947.


FLORIDA COAST: Deadline For Filing Proofs of Claim
--------------------------------------------------
All creditors of the debtors holding claims of any kind against any of the
debtors that arise from the rejection of the executory contract listed in
Exhibit A, and only those claims, are required to file, on or before 4:00
PM on February 10, 2000, a separate, completed and executed proof of claim
form against each of the debtors against which the creditor wishes to
assert a claim.


FORCENERGY: Announces Plan Confirmation
---------------------------------------
Forcenergy Inc. announced yesterday that the Bankruptcy Court for the
Eastern District of Louisiana has confirmed its plan of reorganization,
according to a newswire report. The plan is expected to become effective
15 to 30 days after the Jan. 19 confirmation date, provided the conditions
under the plan have been met. Forcenergy is an independent oil and gas
company engaged in the exploration, acquisition, development, exploitation
and production of oil and natural gas. Its primary areas of operation are
the Gulf of Mexico and Cook Inlet, Alaska. (ABI 20-Jan-00)


HOME HEALTH: Seeks Extension of Exclusivity
-------------------------------------------
The debtors, Home Health Corporation of America, Inc., et al, seek a
further extension of the exclusive period during which the debtors may
file and solicit acceptances of a plan or plans of reorganization.

A hearing on the motion will be held before the Honorable Mary F. Walrath
in the Bankruptcy Court, Marine Midland Plaza, 824 Market Street, 6th
Floor, Wilmington, DE on February 8, 2000 at 11:30 AM.

The debtors seek an order further extending the period during which the
debtors have the exclusive right to file a plan or plans of
reorganization, from the current expiration date of January 31,2000
through March 31,2000; and extending the period during which the debtors
have the exclusive right to solicit acceptances of such plan from the
current expiration date of March 31,2000 through May 30,2000. This motion
is the debtors' sixth request for an extention of their exclusive periods,
and represents a proposed extension of each period for approximately 60
additional days.

In light of the size and complexity of the debtors' 35 cases and the
progress that they have already made in laying a foundation for the
formulation of a consensual plan of reorganizing as set forth here after,
the debtors believe that the requisite cause exists for a grant of the
requested extensions.  The debtors feel that they should be afforded a
full and fair opportunity to negotiate, propose and seek acceptances of a
plan or plans of reorganization.


HOME HEALTH: Sixteenth Order Approving Use of Cash Collateral
-------------------------------------------------------------
Home Health Corporation of America, Inc., et al. is granted authority to
exceed items for the category of salary, wages and benefits by 5% and may
deviate from any other budgeted line items by any amount, provided,
however, that the debtors do not exceed the total amount budgeted for
expenditures.  A hearing to conside further relief in connection with the
motion is scheduled for February 8, 2000 at 11:30 AM.


JUMBOSPORTS: Motion To Sell Real Property
-----------------------------------------
JumboSports, Inc. as debtor filed a motion for authority to sell real
property located in Rochester, New York to Morgan Management LLC.  The
property is located at 155 Bellwood Drive, Town of Greece, Monroe County,
NY.  The total purchase price for the real property is $1,940,000.


LEASING SOLUTIONS, INC: Prudential Securities Objects To Committee
--------------------------------------------------------
Prudential Securities Credit Corporation is asking that the court
reconstitute or modify the membership of the Official Committee of
Unsecured Creditors and will object to the committee's retention of Moses
& Singer LLP.


LENOX HEALTHCARE: Notice of Bar Date
------------------------------------
The US Bankruptcy Court for the District of Delaware has entered an order
establishing February 29, 2000 as the last date to file proofs of claim
for the purpose of asserting claims that arose before November 3, 1999,
against any of the captioned debtors.


PRIME RETAIL, INC.: Moody's Downgrades Preferred Stock
------------------------------------------------------
Approximately $250 Million of Securities Affected.

Moody's Investors Service downgraded the preferred stock ratings of Prime
Retail, Inc. to "caa" from "b2"; the outlook is negative. These rating
actions follow Prime Retail's announcement that, due to liquidity
requirements and weakened earnings expectations, it would not declare the
regular quarterly dividends on its preferred stock, payable February 15,
2000. The REIT stated that its board expects to reconsider the payment of
the preferred stock distributions subject to the completion of several
capital transactions. Prime Retail also announced that its board will
evaluate the payment of preferred stock distributions on a quarterly
basis. Moody's commented that the negative outlook reflects the unclear
outcome of the REIT's contemplated capital transactions, and the need to
improve the property portfolio's occupancy and operating cash flows. Prime
Retail is the USA's largest owner/operator of outlet shopping malls.

Moody's indicated that the rating changes reflect the uncertainty
regarding timely dividend payments, given the growing challenges Prime
Retail faces in funding capital improvements and leasing costs to improve
the portfolio's occupancy. Strengthening the outlet malls' operating
performance could prove difficult. Moody's also noted that Prime Retail's
high levels of secured debt and costly short- term debt continue to limit
the REIT's financial flexibility.

The following ratings were downgraded:

Prime Retail, Inc. - Series A cumulative preferred stock to "caa", from
"b2"; Series B cumulative convertible participating preferred stock to
"caa", from "b2"; cumulative preferred stock issuable under the shelf
registration to (P)"caa" from (P)"b2"; and noncumulative preferred stock
shelf to (P)"ca", from (P)"b2".

Prime Retail, Inc. [NYSE: PRT] owns 79.8%, and is the sole general
partner, of Prime Retail, L.P. As of December 31, 1999, Prime Retail's
portfolio consisted of 51 outlet centers in 26 states, totaling
approximately 14.7 million square feet. The REIT is based in Baltimore,
Maryland, USA.


SABRATEK: Applies To Retain Woodward Capital
--------------------------------------------
The debtors, Sabratek Corporation, et al. applied for an order authorizing
the employment and retention of Woodward Capital Advisors as financial
advisors to GDS Technology, Inc.

The services to be provided by Woodward will be any and all financial
advisory services underlying the sale of GDS, including the following
activities:

   * Coordinate propsective buyer's due diligence and information
     requests concerning the sale of GDS;

   * Negotiate with potential buyers in order to maximize value to
     GDS and to its estate;

   * Testify before the court on matters that are within Woodward's areas
     of expertise; and

   * Assist in such other matters as may be requested that fall
     within Woodward's expertise.

Woodward will be paid a success fee from a sale of GDS.  Woodward will be
paid 10% of the first $1 million of the ultimate purchase price, 8% of the
second $1 million of the ultimate purchase price, 6% of the third $1
million of the ultimate purchase price, 4% of the fourth $1 million of the
ultimate purchase price and 2% of any dollar amount above $4 million for
the sale of GDS.


SMARTALK TELESERVICES: Files To De-Register Stock
--------------------------------------------------
SmarTalk TeleServices recently filed post-effective amendments with the
Securities & Exchange Commission to deregister 31 of the shares of common
stock which had previously been declared effective on May 15, 1998 and
1,947,698 shares of common stock declared effective on January 8, 1998.
The action was taken because the shares had not been sold. On January 19,
1999, SmarTalk and certain of its subsidiaries filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. In accordance with the
Bankruptcy Code, the company engaged appropriate professionals to assist
it and its subsidiaries with the orderly liquidation of their assets. On
March 31, 1999, in accordance with the terms of an asset purchase
agreement among the company and its subsidiaries and AT&T Corp., SmarTalk
and its subsidiaries sold substantially all of their assets to AT&T. The
assets were sold for aggregate consideration of approximately $145 million
consisting of approximately $105 million in cash and repayment of
indebtedness and a $40 million promissory note issued in favor of SmarTalk
by AT&T. The purchase price is subject to downward adjustments under to a
post-closing purchase price adjustment formula and in the event of claims
by AT&T. As a result of the asset sale, the prepaid calling card and
cellular business conducted by SmarTalk and its subsidiaries is now
operated by AT&T.  As a debtor in possession under the Bankruptcy Code,
SmarTalk is primarily engaged in resolving various litigation claims,
liquidating the remaining assets of the bankruptcy estate and preparing a
plan of reorganization. Although the resolution of various litigation
matters and the liquidation of the remaining assets of the estate
ultimately may increase the amount of funds available to be distributed
under a plan of reorganization, the company does not anticipate, based
upon currently available information, that such funds will be sufficient
to fully satisfy the claims of its creditors and anticipates that there
will not be sufficient funds available to permit a distribution to holders
of the company's equity securities.


SOUTHERN MINERAL: Court Authorizes Assumption of Insurance
----------------------------------------------------------
The US Bankruptcy Court for the Southern District of Texas, Victoria
Division entered an order authorizing Southern Mineral and SMC Ecuador to
assume the insurance contract with Lloyd's of London relating to
confiscation, expropriation, nationalizaiton, etc.


SUN HEALTHCARE: Trustee Directed to Expand Committee
----------------------------------------------------
In the case of Sun Healthcare Group, Inc. et al., the United States
Trustee's Office is directed to expand the existing Official Unsecured
Creditors' committee to add a representative trade creditor, to the extent
that the US Trustee's office is able to find such a trade creditor willing
and able to serve.


TRANSTEXAS GAS: Continuance of Hearings on Plan Confirmation
------------------------------------------------------------
TransAmerican Refining Coroporation ("TARC") and TransAmerican Energy
Corporation ("TEC") seek a continuation of the confirmation hearings with
respect to the TEC and TARC plans because TEC and TARC are continuing to
negotiate with creditors that have objected to confirmation of their
plans.  TEC and TARC request that the court continue the hearings on the
plans after February 21, 2000.


WORLDPORT COMMUNICATIONS: Sales of Securities Outlined
-------------------------------------------------------
In accord with certain agreements WorldPort has agreed to consummate the
following transactions with Energis plc, a company organized under the
laws of England and Wales: - WorldPort International, Inc., a Delaware
corporation and a wholly-owned subsidiary of WorldPort, has agreed to sell
85% of the issued and outstanding securities of its subsidiary, WorldPort
Communications Europe Holding B.V., a corporation organized under the laws
of the Netherlands and the parent company of EnerTel, N.V., representing
100% of the securities of WorldPort Communications Europe Holding held by
WorldPort Communications, to Energis, pursuant to a Sale and Purchase
Agreement, dated November 11, 1999 - WorldPort has agreed to sell all of
the issued and outstanding securities of its subsidiary, WorldPort
Communications Limited, a corporation organized under the laws of England
and Wales, to Energis, under a Share Agreement, dated November 11, 1999 -
WorldPort has agreed to sell all of its interests in two DMS GSP
International Gateway Switches located in New York and London to
subsidiaries of Energis, under Switch Agreements, each dated November 11,
1999 As a result of the sale, WorldPort will receive approximately $463.2
million in cash from Energis which includes the repayment of $124.8
million of intercompany balances, and Energis will assume approximately
$29.9 million of liabilities of WorldPort. Under the sale, WorldPort will
assign to Energis certain usage agreements, including three indefeasible
rights to use certain cross-atlantic, high-capacity, under-sea, fiber
optic circuits with a net present value of liabilities of $15.8 million
and contractual purchase commitments in respect of future capacity in the
aggregate amount of $42.7 million as of September 30, 1999. Concurrently
with the sale, the minority shareholder of WorldPort Communications Europe
Holding will sell its 15% interest in that company to Energis for $64.6
million in cash and Energis will repay to that shareholder a loan and
accrued interest hereon in the aggregate amount of $12.2 million as of
September 30, 1999.


WORLDWIDE DIRECT: Disclosure Statment For Smartalk
--------------------------------------------------
The debtor and the official committee of unsecured creditors propose a
consolidated liquidating Chpater 11 plan for Smartalk Teleservices, Inc.
and affiliates.  The plan generally provides for the continued liquidation
of the debtors' assets, including the purusit of certain causes of action
and the objection to Disputed Claims and Equity Interests, and for a
ratable distribution of such assets.

The plan provides for the substantive consolidation of the estates; the
creation of the Liquidating Trust and the transfer of all of the remaining
assets of the estates to that trust, the dissolution of the debtors; the
appointment of the Liquidating Trustee to implement the plan, manage the
liquidating trust, object to disputed claims, pursue claims and causes of
action on behalf of the estates, and otherwise continue the liquidating
process, subject to the liquidating trust board pursuant to the
liquidating trust aggereement; the creation of reasonable reserves for
disputed claims and equity interests and the making of interim
distributions to holders of allowed claims when reasonable; the assumption
or rejection of all remaining Executory Contracts of the debtors; the
orderly sale, liquidation, collection, pursuit or realization by the
liquidating trust and the liquidating trustee of all liqudiating trust
assets, with the net proceeds of such assets distributed to pay the costs
of liqudiation and then to the holders of allowed claims and, in the event
of excess funds, to holders of allowed interets as set forth in the plan
and the investigation of and objection to disputed claims and equity
interests by the liquidating trust and the liquidating trustee.

A hearing will be held on February 17, 2000 at 9:30 AM before the
Honorable Mary F. Walrath to consider whether the Disclsoure Statement
contains "adequate information" within the meaning of the Bankruptcy Code.


WORLDWIDE DIRECT: Hearing On Fletcher Disclosure Statement
----------------------------------------------------------
A hearing to consider approval of the Disclosure Statement of Fletcher
International Limited will be held at 9:30 AM on February 17, 2000 before
Judge Mary F. Walrath.

                      *********

A listing of Meetings, Conferences and Seminars appears each Tuesday in
the TCR.

Bond pricing, appearing each Friday, is supplied by DLS Capital Partners,
Dallas, Texas.

                      *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc.,
Washington, DC.  Debra Brennan, Yvonne L.  Metzler, Edem Alfeche and
Ronald Ladia, Editors.

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

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