TCR_Public/000127.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, January 27, 2000, Vol. 4, No. 18
  
                            Headlines

AMERICAN TRACK SYSTEMS: Converted To Chapter 7
AMERITRUCK DISTRIBUTION: Chapter 7 Meeting of Creditors
EAGLE GEOPHYSICAL: Committee Objects To Employee Agreements
EAGLE GEOPHYSICAL: Seeks Extension of Exclusivity
FORCENERGY: Confirmation of Plan

GENESIS DIRECT: Seeks Order Approving Sale of Assets of the Edge Company
HUMPTY DUMPTY: Order Approves Post-Petition Financing
HUMPTY DUMPTY: Small Fry Snack Foods Picks-Up the Pieces
KELSEY LAKE: Diamond Mine Operator Files for Bankruptcy in Colorado
MECHALA GROUP: Jamaican Court to Rule on Scheme of Arrangement

MERIDIAN CORP.: Consent Order Terminates Automatic Stay
MICHAEL PETROLEUM: Order Grants Motion To Approve Bid Protections
NU-KOTE HOLDING: Joint Motion For Compromise Denied
PLANET HOLLYWOOD: Further Details About Plan's Exchange Offer
RCG LIQUIDATION: Hearing to Consider Disclosure Statement

SABRATEK CORP.: Announces Sale of Infustion Pumps, Rocap & LifeWatch
SAVIO DEVELOPMENT: Hawaiian Developer Seeks Chapter 11 Protection
SIDANCO OIL: Tyumen Endorses Pact to End Russian Bankruptcy Proceeding
SIRENA APPAREL: Seeks Extension of Period To Assume/Reject Lease
SUCCESS HOLDINGS: Hearing To Convert or Dismiss

TALK AMERICA: Seeks To Continue Confirmation Hearing
TULTEX CORP: Seeks To Hire Counsel to Creditors Committee
WORLDWIDE DIRECT: Hearing on Motion For Substantive Consolidation

                            *********

AMERICAN TRACK SYSTEMS: Converted To Chapter 7
----------------------------------------------
By order entered on January 13, 2000, the Chapter 11 case of American
Track Systems International, Inc. is converted to a case under Chapter 7
of the Bankruptcy code.


AMERITRUCK DISTRIBUTION: Chapter 7 Meeting of Creditors
-------------------------------------------------------
A bankruptcy case concerning Ameritruck Distribution Corp. and its
debtor affiliates was originally filed under Chapter 11 on November 9,
1998. It was converted to a Chapter 7 case on November 12, 1999. A
meeting of creditors will be held on February 15, 2000 at 10:00 AM,
Office of the US Trustee, 1100 Commerce St., Room 7-A-23, Dallas, Tx.
Proof of claim must be received by the bankruptcy clerk's office by May
15, 2000.


EAGLE GEOPHYSICAL: Committee Objects To Employee Agreements
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Eagle Geophysical Inc.,
et al., objects to the severance agreement with David H. Saindon and the
employee agreement with Richard W. McNairy. While the Committee and the
debtors are currently engagedin discussions regarding the agreements,
the Committee has concerns regarding the appropriateness of the relief,
and the Committee and the debtors shall disucss the motion and attempt
to reach a consensus.


EAGLE GEOPHYSICAL: Seeks Extension of Exclusivity
-------------------------------------------------
Eagle Geophysical Inc. and its affiliated debtors seek a court order
extending the exclusive periods during which only the debtors may file a
plan and solicit acceptances thereof. The debtors seek entry of an order
further extending the exclusive filing period for approximately thirty
days to and including February 27, 2000 and further extending the
exclusive solicitation period to and including April 27, 2000. The
debtors have been actively engaged in attempts to market and sell the
Atlantic Horizon. An extension of the exclusive periods is necessary and
appropriate in order to enable the debtors to conclude the plan process
with their creditor constituencies and to work towards the
implementation of such a negotiated plan. Termination of the debtors'
exclusivity at this juncture would, according to the debtors, create an
uncertain, chaotic environment, which would inevitably disrupt the
plan process, thereby potentially reducing distributions to the debtors'
creditors. The Committee does not object to the motion.


FORCENERGY: Confirmation of Plan
--------------------------------
The First Amended Joint Plan of Reorganization filed by the Forcenery
Inc. and Forcenergy Resources, Inc. was confirmed by the Order of the
Court signed on January 19, 2000.


GENESIS DIRECT: Seeks Order Approving Sale of Assets of the Edge Company
------------------------------------------------------------------------
The debtor, Genesis Direct, Inc., et al. seek authority to sell
substantially all of the assets of the Edge Company Catalog, LLC, free
and clear of all liens, claims and encumbrances. The purchaser is Retail
Equity Partners, Inc., a corporation wholly owned by GE Investment
Private Placement Partners II, a limited partnership.

HUMPTY DUMPTY: Order Approves Post-Petition Financing
-----------------------------------------------------
On January 21, 2000, Judge James A. Goodman entered an order granting
the debtor, Humpty Dumpty Potato Chip co., Inc. authority to enter into
post petition financing and the use of cash collateral. The debtor is
immediately authorized to borrow up to but not exceeding $250,000. The
debtor is authorized to use the cash collateral up to the amount of
$201,000.


HUMPTY DUMPTY: Small Fry Snack Foods Picks-Up the Pieces
--------------------------------------------------------
Kitchener-based Small Fry Snack Foods Ltd. was there to pick up the
pieces when Humpty Dumpty had a great fall. Small Fry said yesterday it
has extended its penetration into the U.S. by purchasing the trademarks,
distribution and other key assets of the Humpty Dumpty brand in the
U.S., the London Free Press reports.   Financial details were not given,
but the assets were bought through a Chapter 11 reorganization of the
Humpty Dumpty Potato Chip Co. Inc. under U.S. bankruptcy protection.


KELSEY LAKE: Diamond Mine Operator Files for Bankruptcy in Colorado
-------------------------------------------------------------------
The operator of the Kelsey Lake Diamond mine north of Fort Collins has
filed for Chapter 11 bankruptcy protection, according to a report
circulated by the Associated Press.  The case was filed last week in
Denver.

The mine's owner, Redaurum Ltd. of Toronto, reportedly has a definitive
agreement to sell its Diamond Co. unit to McKenzie Bay International
Ltd., of London, Ontario. The sale is contingent on the settlement of
some claims of Diamond Co.'s creditors, according to a statement from
Redaurum. As part of the sale, Redaurum agreed to sell all of the shares
of Diamond Co. to McKenzie Bay in exchange for, among other things,
100,000 common shares of McKenzie Bay. The companies hope to close the
sale before the end of February.

Paul D. Rubner, Esq., represents Diamond Co. in the bankruptcy.


MECHALA GROUP: Jamaican Court to Rule on Scheme of Arrangement
--------------------------------------------------------------
Mechala Group Jamaica Limited announced today that, on Monday January
17, 2000, the Chief Justice of Jamaica, the Honourable Mr. Justice
Lensley Wolfe, reserved judgement, in Mechala's petition for the
sanction of the Scheme of Arrangement approved at the Creditors Meetings
on December 21, 1999. These Jamaican proceedings are similar to Chapter
11 proceedings that a U.S. corporation could invoke under US law. Mr.
Justice Wolfe has indicated that he expects to deliver judgement in
fourteen days.

The Petition was heard over a three-day period with submissions made by
lawyers representing Mechala, the informal committee of bondholders who
supported the Petition, and the sole objector, Federated Investments. In
considering this application, the Court will examine the fairness of the
Scheme.

The background to this is that at the Creditors Meetings, Mechala
obtained the mandate required under Section 192 of the Companies Act of
Jamaica to petition the Court to sanction its Scheme of Arrangement. The
mandate required was for a majority in number, representing more than
75% in value, present and voting at the meetings of both classes of its
Bondholders, to accept the Scheme of Arrangement proposed by the
company. At the meetings, 94% of the persons present and voting, which
represented 93% of the Aggregate Principal Amount of 1999 Notes present
in person or by proxy accepted the proposal; as did 83% of the persons
present and voting, which represented 89% of the Aggregate Principal
Amount of 2002 Notes present in person or by proxy. The vast majority
elected to accept the cash payment of US $477 per US $1,000 principal
amount of Notes rather than equity in the reorganised company.


MERIDIAN CORP.: Consent Order Terminates Automatic Stay
-------------------------------------------------------
Home Care Supply, Inc. and its affiliates are authorized by court order
dated January 13, 2000 to terminate the automatic stay to permit Home
Care Supply to terminate the Professional Service Agreement between the
debtor and Home Care. Home Care Supply is granted the right to remove
all leased medical equipment in the debtor's possession.


MICHAEL PETROLEUM: Order Grants Motion To Approve Bid Protections
-----------------------------------------------------------------
On February 14, 2000 at 11:30 AM, the motion of debtors Michael
Petroleum Corporation and its affiliates to approve Bid Protections in
connection with the sale of substantially all of the debtor's assets
shall be held. The sale of the debtors' assets shall be for a net
consideration for at least $120 million.


NU-KOTE HOLDING: Joint Motion For Compromise Denied
---------------------------------------------------
The Joint Motion for approval of compromise and settlement by and among
the debtors, the lenders and the Committees was heard on January 4,
2000. Judge Keith M. Lundin denied the motion after hearing the
testimony of witnesses and the US Trustee.


PLANET HOLLYWOOD: Further Details About Plan's Exchange Offer
-------------------------------------------------------------
As previously reported, Planet Hollywood International, Inc. (OTC
Bulletin Board: PLHYA) announced that it has received confirmation of
its plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code.
The Company's confirmation hearing was held on Thursday, January 20,
1999, and the order approving same was issued Friday, January 21, 1999.

As previously reported, on October 12, 1999, the Company and twenty-five
of its operating subsidiaries filed voluntary petitions commencing cases
under Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware. On November 8,
1999, the Company filed a Joint Plan of Reorganization and a proposed
Disclosure Statement with the Bankruptcy Court which were supported by
the Official Committee of Unsecured Creditors. Following a hearing held
on December 9, 1999, the Bankruptcy Court approved the disclosure
statement as amended and scheduled a hearing on confirmation of the
reorganization plan for January 20, 2000. On December 13, 1999, the
Company filed their First Amended Joint Plan of Reorganization (the
"Plan") and First Amended Disclosure Statement with the Bankruptcy
Court. The Plan will become effective after the Company has received all
authorizations, consents, rulings, letters or other documents that are
determined by the Bankruptcy Court, the Company and the Official
Committee of Unsecured Creditors to be necessary to implement the Plan.
The Company anticipates the Effective Date of the Plan will be within 30
days.

Pursuant to the Plan, on the Effective Date, the Company's outstanding
securities, instruments and agreements governing any claims and
interests will be deemed canceled and terminated, and the obligations of
the Company relating thereto shall be discharged. On the Effective Date,
the Company shall:

       (i) receive $30 million cash from certain investors as the
           purchase price for an approximately 60-70% equity interest in
           the reorganized Company;

      (ii) issue up to $25 million face amount New Senior Secured Notes;
           and
  
     (iii) obtain such other financing as necessary to fund the Company's
           obligations under the Plan and to operate the reorganized
           Company.

The Company shall also issue New Senior Secured Notes, New Secured PIK
Notes, New Warrants, New Options and New Common Stock, and shall pay
certain cash amounts to persons entitled to receive distributions under
the Plan. Holders of at least 5,450 shares of the Company's old common
stock will receive their pro rata share of 200,000 New Warrants to
purchase the New Common Stock, with an exercise price of $65.50 per
share.  Holders of less than 5,450 shares will receive no consideration.
Holders of the Company's $250 million Senior Subordinated Notes will
receive their pro rata share of:

      (i) $47.5 million cash,

     (ii) $60 million of New Secured PIK Notes and

    (iii) 2.65 million shares of New Common Stock, representing an
          approximate 26.5% equity interest in the reorganized Company.

The Company will be filing a current report on Form 8-K with the SEC
within the next two weeks outlining in more detail the terms of the
Plan. The very brief summary set forth above is qualified in its
entirety by reference to the Plan, a copy of which will be attached to
said report.

Creditors and shareholders may also obtain copies of the Company's
public filings by written requests addressed to Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, New York,
New York 10038, Attn: Rose Serrette.
  

RCG LIQUIDATION: Hearing to Consider Disclosure Statement
---------------------------------------------------------
A hearing will be held on February 24, 2000 at 10:30 AM before the
Honorable Mary F. Walrath, US District Court for the District of
Delaware to consider the adequacy of the information contained in the
Disclosure Statement filed by RCG Liquidation Company f/k/a Reading
China and Glass, Inc., RCGH, Inc., Calvert Importers & Distributiors,
Inc. and RCGTM, Inc.


SABRATEK CORP.: Announces Sale of Infustion Pumps, Rocap & LifeWatch
--------------------------------------------------------------------
Sabratek Corp. (OTC Bulletin Board: SBTKE) today announced that it had
completed the sale of all of the assets, together with certain
liabilities, associated with its infusion pump business and Rocap
product line to Baxter Healthcare Corporation on January 21, 2000. The
sale was valued at approximately $48 million in cash and assumed
liabilities.

Sabratek also announced that it expects to complete the sale of
substantially all the assets, together with certain liabilities, of its
LifeWatch Inc. subsidiary to URS Acquisition Corp. before the end of
January.  The LifeWatch transaction is expected to be valued at
approximately $10.5 million in cash and assumed payables, plus the
assumption of selected contracts and leases.

Both transactions were approved by the United States Bankruptcy Court
for the District of Delaware on January 18, 2000, following a Court-
supervised auction process. Sabratek indicated it believed the
transactions to be in the best interests of all parties involved. The
Court found the transaction generated fair value for the company's
creditors. Further, the Baxter sale, which included the 3030 Stationary
and 6060 Ambulatory Infusion Pumps, the MediView and PumpMaster
accessories, the Rocap pre-filled syringe product line and other
products (and projects) Sabratek had under development, will allow
continued customer support and technological development. URS intends to
continue servicing all the cardiac monitoring patients formerly served
by LifeWatch.

Sabratek now plans to focus on evaluating the best method for generating
value from its remaining assets, which will include its Unitron Medical
Communications Inc., GDS Inc. and CMS Inc. subsidiaries, as well as
developing a plan of reorganization. Sabratek's plans with respect to it
remaining assets, as well as its plan of reorganization, are subject to
Bankruptcy Court approval.  Anyone having a claim against Sabratek must
submit a proof of claim to the United States Bankruptcy Court for the
District of Delaware before the close of business on March 10, 2000, or
such claims will be disallowed by the Bankruptcy Court. All claims
supported by a properly filed proof of claim will be considered by the
Bankruptcy Court in its evaluation of Sabratek's plan of reorganization.


SAVIO DEVELOPMENT: Hawaiian Developer Seeks Chapter 11 Protection
-----------------------------------------------------------------
Savio Development Co. has filed for Chapter 11 bankruptcy protection,
saying it overextended itself by offering personal loans to first-time
home buyers.  Documents filed in U.S. Bankruptcy Court on Monday show
that Savio Development has about $45.8 million in assets but more than
$50.5 million in debts. Savio owes as much as $4 million each to
American Savings Bank and First Hawaiian Bank, among other creditors.

Company president Peter Savio, according to a report circulated by the
Associated Press, said many of the home buyers who took loans from his
company have filed for bankruptcy because of Hawaii's slow economy. "For
15 years we never had a loss," Savio said. "But due to the slow economy
a lot of our buyers have lost jobs and been forced into bankruptcies,
and that loss of income put a strain on our resources."

Savio's bankruptcy filing reportedly does not affect its other
companies, including Savio Realty Ltd., Better Homes & Gardens and Queen
Emma Gardens Development Co.


SIDANCO OIL: Tyumen Endorses Pact to End Russian Bankruptcy Proceeding
----------------------------------------------------------------------
Tyumen Oil Company, one of the world's top 10 integrated oil companies
in reserves, endorsed Monday the decision to move toward ending the
bankruptcy of Sidanco Oil Company.

On Monday, Sidanco's creditors in Moscow voted overwhelmingly for an
amicable settlement agreement to bring Sidanco out of bankruptcy. This
follows the signing on Dec. 22 of a preliminary agreement between
Sidanco shareholders - including BP Amoco - and Tyumen Oil's
shareholders on ownership of Sidanco and its subsidiary Chernogorneft.

"We actively supported the decision, which moves us closer to harnessing
the tremendous potential of Samotlor oil field for the mutual benefit of
Tyumen Oil and Sidanco in concert with BP Amoco," said Tyumen Oil CEO
and President Simon Kukes.

The decision of the creditor's committee goes to the Moscow District
Arbitration Court on Friday for confirmation and implementation. BP
Amoco and other Sidanco shareholders are working with Tyumen Oil's
shareholders to finalize a definitive agreement including joint studies
on the long-term management and development of Samotlor, one of the
world's biggest oil fields.

"This development sends a strong positive message to international
lending institutions and investors. US-Russian commercial interests need
such a foundation if they are to continue to expand," said Gene Lawson,
president of the US-Russia Business Council, one of the most influential
private business groups involved in US-Russian business.

Established in 1995, Tyumen Oil is one of Russia's top five oil
companies producing 460,000 barrels per day. It belongs to two private
owners, Alfa Group (Russia) and Access/Renova (Russia, United States).


SIRENA APPAREL: Seeks Extension of Period To Assume/Reject Lease
----------------------------------------------------------------
The debtor, The Sirena Apparel Group Inc. is leessee under a lease
located at 2825 South Santa Fe Avenue, Vernon, California. The debtor is
seeking an extension for approximately 180 days, thorugh and including
July 20, 2000, of the period during which the debtor shall determine
whether to assume or reject the lease. The debtor conducts the bulk of
its business operations from this location, and the lease is vital and
necessary to the debtor's ongoing business operations.


SUCCESS HOLDINGS: Hearing To Convert or Dismiss
-----------------------------------------------
Upon application of the US Trustee for the Southern District of New
York, a hearing will be held before the Honorable Prudence Carter Beatty
at the US Bankruptcy Court, Courtroom 701 on March 9, 2000 at 11:00 AM
for an order converting the case to Chapter 7 or in the alternative
dismissing the case.


TALK AMERICA: Seeks To Continue Confirmation Hearing
----------------------------------------------------
Talk America Inc. seeks an order continuing the hearing on confirmation
of the debtor's second amended plan of reorganization. The court
scheduled the confirmation hearing for February 9, 2000 and set February
1, 2000 as the deadline for filing written objections. The process of
gathering a current and accurate list of all holders of Class 7 claims
and the amounts of such claims has taken longer than the debtor and the
court-approved claims agent, Trumbull Services Company LLC initially
estimated. The debtor asks that the confirmation hearing be rescheduled
for March 2, 2000 at 11:00 AM establishing February 25, 2000 as the
deadline for objections.


TULTEX CORP: Seeks To Hire Counsel to Creditors Committee
---------------------------------------------------------
The Unsecured creditors Committee of Tultex Corporation requests that
the court approve its applciation to appoint Magee, Foster, Goldstein &
Sayers, PC, as its counsel nunc pro tunc to January 7, 2000.

    * The firm will give legal advice with respect to the powers, duties
      and resposibilities in this case;

    * The firm will assist the Committee in its investigation of the
      acts, conduct, assets, liabilities, and financial condition of the
      debtor;

    * The firm will give legal advice with respect to the debtor's
      proposed plans of reorganization or liquidation of assets, the
      debtor's proposed plans with respect to the prosecution of claims
      against various third parties, and any other matters relevant to
      the case; and

    * The firm will give legal advice and representation with respect to
      the appointment of a trustee, conversion of the case, or any other
      legal proceeding involving the interests represented by the
      Committee.

The hourly billing rates of the firm range from $210 per hour to $75 per
hour.


WORLDWIDE DIRECT: Hearing on Motion For Substantive Consolidation
-----------------------------------------------------------------
The debtors and the Official Committee of Unsecured Creditors request
that the Bankruptcy Court order the substantive consolidation of the
debtors' bankruptcy estates. A hearing on the motion will be held on
February 17, 2000 at 9:30 AM.

                            *********

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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