TCR_Public/000215.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R

       Tuesday, February 15, 2000, Vol. 4, No. 32

ACE BAKING CO: Ice Cream Shops Worry About Cone Shortage
ACME METALS: Objection of Committee To Exclusivity Extension
AMERISERVE: Rittenmeyer Named President and CEO
BRADLEE'S: One Year After Bankruptcy
BUSH LEASING: Hearing On Motion For Employee Severance Plan

CONE MILL CORP.: Moody's Downgrades Ratings
COSTILLA ENERGY: Costilla Energy Submits Proposed Plan
DYLAN MORTGAGE: Can No Longer Make Loans
EMBASSY INVESTMENTS: Case Summary & Largest Unsecured Creditor
GENEVA STEEL: Geneva Steel Announces First Quarter 2000 Results

HECHINGER: Klaff Realty Acquires Hechinger Property Portfolio
INCOMNET: Notice of Hearing on Disclosure Statement
JITNEY JUNGLE: Jitney Jungle Announces Store Closings
JUST FOR FEET: Court Approves Emergency Motion
MARVEL ENTERTAINMEN: Judge Dismisses Suit Against Perelman

NAGASAKIYA: Japanese Retailer Seeks Bankruptcy Protection
SABRATEK CORP: Committee Taps Zolfo, Cooper
SAFELITE GLASS: Moody's Lowers Ratings
SHARPE: Sharpe Files Final Proposed Reorganization Plan
SHOE CORPORATION: J. Baker Signs to Acquire Assets

THAI PETROCHEMICAL: Thai Court Delays Ruling on TPI Debt Plan
WSR CORP: Seeks Authorization of Sale of Certain Assets

Meetings, Conferences and Seminars

ACE BAKING CO: Ice Cream Shops Worry About Cone Shortage
Because Ace Baking Co. filed for chapter 11 in December and
halted production, many ice cream shops are concerned about a
shortage of cones this summer, according to the Associated Press.
Ace, based in Green Bay, Wis., made 1.3 billion ice cream cones
last year--more than half of those were produced in the United
States. Ace Baking CFO Jim Lepore said that he believes the
company's assets will be sold at a bankruptcy auction later this
month and that production would resume, thus averting a cone
shortage. Competitor Joy Cone Co., Hermitage, Pa., however,
expects a shortage anyway, however. Joy President and CEO Joe
George said, "You can count on there being a cone shortage this
summer." A Baskin-Robbins owner in a suburb of Milwaukee said she
already has run out of waffle cones and was making her own. Ace
bankruptcy attorney Peter Blain of Reinhart, Boerner et al.,
Milwaukee, said that consumers may pay more for cones because
Ace's financial problems may drive up the cost of cones. He also
said that more than 20 companies are interested in a Feb. 29
auction of Ace Baking's assets, and that he expects there will be
"sufficient cone production to meet summer demand." National
chains such as Baskin-Robbins, Dairy Queen and McDonald's all use
Ace's Eat-it-All brand cones, made at plants in Chicago, Atlanta
and Dallas. Ace Baking has more than $5 million worth of cones on
inventory in various warehouse. It listed liabilities of about
$40 million when it filed chapter 11. (ABI 14-Feb-00)

ACME METALS: Objection of Committee To Exclusivity Extension
The Official Committee of Unsecured Creditors of Alpha Tube
Corporation submits an objection to the motion of Alpha Tube
Corporation to extend for a fifth time the exclusive periods
during which Alpha Tube alone may file a plan of reorganization
and seek acceptances.

The Committee complains that approximately 250 claimants hold
nearly $7 million in unsecured claims against Alpha Tube, an
operationally solvent debtor. No plan has been proposed to deal
with their claims.

The Committee alleges that Alpha Tube has been a debtor for over
16 months, and should have been working on a reorganization plan
long before the court's ruling on January 20 that general
creditors should await a plan for their payment while assets are
used to benefit other claims of creditors.

From the Alpha committee's perspective, it is mysterious that
Acme Metals and Alpha Tube have not simply confirmed that they
will offer payment in full to Alpha tube's creditors if that is
truly what they intend.

The Committee objects to the continuing abuse of the cash
resources of Alpha tube and the imprudent business practice of
advancing unsecured loans of over $12 million to affiliates of
Acme Metals to benefit creditors of Acme Metals who hold
"disputed, fanciful or contingent claims" in the Alpha Tube case.

Finally, the Committee states that Alpha Tube has neither
negotiated with the Alpha committee nor proposed a plan to the
committee. While Acme Metals ahs developed term sheets and
reached agreements with its creditors on reorganization planning,
the Alpha tube creditors have watched their company transfer more
and more cash to its affiliates.  The financial condition of
Alpha Tube has weakened since the Case was commenced.  The
Committee concludes that the court should deny the extension of

AMERISERVE: Rittenmeyer Named President and CEO
AmeriServe Food Distribution, Inc. today announced the
appointment of Ronald A. Rittenmeyer as President and Chief
Executive Officer and a member of the Board of Directors.  He
will be responsible for reorganizing the restaurant-chain
foodservice distributor, which is operating under Chapter 11 of
the Federal Bankruptcy Code.

Rittenmeyer's appointment is subject to approval of the U.S.
Bankruptcy Court in Wilmington, Delaware.  He will report to the
Board of Directors of AmeriServe.

Rittenmeyer, 52, has extensive senior management experience in
numerous industries.  He joins AmeriServe following the
successful merger earlier this month of RailAmerica, Inc. and
RailTex, Inc., the world's largest shortline railroad holding
company, where he was Chairman, President and CEO.  

Prior to RailTex, Rittenmeyer was President and Chief Operating
Officer of Ryder TRS, Inc., the nation's second largest truck
rental company, which was acquired by Budget Group, Inc. in 1998.  
He was also a principal of Jay Alix & Associates, a turnaround
consulting firm.  

AmeriServe filed a voluntary petition under Chapter 11 of the
Federal Bankruptcy Code on January 31.  The Company is continuing
operations under Chapter 11 and has received interim financing
from its two largest customers, Tricon Global Restaurants, Inc.
and Burger King Corporation.

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas,
is the nation's largest distributor specializing in chain
restaurants, serving leading quick service systems such as
Arby's, Burger King, Chick-fil-A, Dairy Queen, KFC, Long John
Silver's, Pizza Hut and Taco Bell.

BRADLEE'S: One Year After Bankruptcy
The Providence Journal reported on February 13, 2000, that one
year after emerging from bankruptcy protection, Bradlees is
experiencing an 11.8 percent jump is sales to $ 1.545 billion.

And the Northeast discount chain, which eliminated 6,000 jobs and
closed 33 stores while in bankruptcy, is opening new ones,
remodeling old ones and hiring employees.

With 104 stores in 7 Northeast states and 10,000 employees,
Bradlees is three-fourths the size of what it was before filing
for Chapter 11 bankruptcy protection five years ago.

"We've had a tremendous year," Bradlees' chairman and chief
executive Peter Thorner said, during an interview at Bradlees'
corporate headquarters in Braintree, Mass.

One year ago, on Feb. 2, 1999, Bradlees emerged from its June 23,
1995 Chapter 11 filing, a victory Thorner commemorates by handing
visitors Swiss Army knives engraved with the chain's Chapter 11

CEO Thorner convinced creditors not to liquidate the company, and
implemented a bold rescue plan. He closed unprofitable stores;
eliminated $ 185 million in overhead costs; and changed
advertising and merchandising to "woo customers back."

According to the report, it seems to have worked.

Backed by a $ 270-million loan from the former BankBoston (now
FleetBoston Financial) to finance operations, Bradlees has
repositioned itself as a viable player in the discount chain
business in the Northeast. By 2002, it expects total sales of $ 2
billion and net income of $ 20 million to $ 25 million.

Despite the improvement of Bradlees' financial picture, the stock
(BRAD:NASDAQ), which peaked at about $ 21 last summer, has been
at about $ 8 a share.

BUSH LEASING: Hearing On Motion For Employee Severance Plan
An expedited hearing before Judge Thomas F. Waldron for an order
authorizing implementation of an employee severance plan has been
scheduled for Thursday, February 17, 2000 at 9:00 AM at the US
Bankruptcy Court for the Southern District of Ohio, Western
Division, 120 West Third Street, 2nd Floor, Dayton, Ohio 45402.

The motion seeks an order of the court authorizing the debtor to
implement an employee severance plan.

The debtor has also lost many of its key employees, and  
according to the debtor, loss of any more would be devastating to
the debtor's reorganization, including its efforts to sell its
lease portfolio.  The debtor's ability to service the portfolio
as a going concern is critical to the value of that portfolio,
the protection of the secured lender's collateral, and the
reorganization prospects upon which recov3ery by unsecured
creditors hinges.

The employee severance agreement covers 150 key employees, and
provides a commitment of continuous employment through July 1,
20001.  If the debtor terminates the employee prior tot hat
time,(other than for cause), the employee would receive severance
pay equal to three months' salary at today's salary level.  The
cost of the agreement if paid in full would be approximately $1.7

CONE MILL CORP.: Moody's Downgrades Ratings
Moody's Investor's Service downgraded to Caa1, Cone Mill
Corporation's B1 rated $80 million, senior secured revolving
credit facility due 2000, and to Caa1 from B1, its $100 million
issue of 8.125% senior secured notes due 2005. The senior implied
rating was lowed to Caa1 from B1and the senior unsecured issuer
rating was lowered to Caa2 from B1.

This action concludes a review for downgrade initiated in August
1999. The outlook on the ratings is negative.

The downgrade reflects the continued losses in Cone's primary
businesses, with no near term recovery expected by Moody's, which
compounds the company's existing refinancing risk of the bank
facility which matures this year. Moody's continues to expect
asset writedowns given the low 0.4% EBITA return on assets,
continued worldwide overcapacity in denim, negative pressure on
denim volume and pricing, and a mature market for khakis. While
the company exceeded its planned operational savings, the company
still posted its second consecutive year-end EBIT loss.

Cone Mills Corporation, headquartered in Greensboro, North
Carolina, is the largest producer of denim fabrics in the world
and the largest commission printer of home furnishing fabrics in
North America.

COSTILLA ENERGY: Costilla Energy Submits Proposed Plan
Costilla Energy, Inc. (OTC Bulletin Board: COSEQ) today reported
that it has filed a proposed plan of reorganization with the U.S.
Bankruptcy Court for the Western District of Texas, Midland
Division, in accordance with Chapter 11 of the United States
Bankruptcy Code.  The reorganization plan, which is subject to
approval by the Bankruptcy Court, sets forth the means for
addressing claims and interests in the Company.

Under the proposed plan, Costilla's existing common and preferred
stock will be cancelled and will receive no distributions.  
Holders of the Company's $180 million of 10 1/4% Senior Notes due
2006, and other unsecured creditors will receive New Common Stock
representing 100% ownership of the reorganized company.  The
Company's bank credit facility will be treated as a secured claim
which may be satisfied by either refinancing provided by other
parties or a renewal note with the existing bank group.  Any
allowed claim related to the Company's commodity hedging
contracts will be treated as a secured claim that may be paid
either by refinancing provided by other parties or through the
issuance of a renewal note by the claimant.

Consummation of the proposed plan of reorganization will require
approval of the U.S. Bankruptcy Court.  There are no assurances
that the Company's plan of reorganization will be approved or
when the effective date of a plan will be set.  The Company
intends to file a disclosure statement relating to the plan of
reorganization on or before February 29, 2000.

Costilla Energy, Inc. is an independent oil and gas company with
operations primarily in the Gulf Coast region of South Texas and
the Permian Basin of West Texas and Southeastern New Mexico.

DYLAN MORTGAGE: Can No Longer Make Loans
The Morning Star (Wilmington, NC) reports on                           
February 11, 2000, that Dylan Mortgage Co. can no longer make

Its registration has been revoked by the state banking
commissioner, meaning the Wilmington-based mortgage broker is
prohibited from making loans in North Carolina.

The action capped an investigation by the state Attorney
General's office that found Dylan routinely charged customers
loan fees totaling up to 10 percent of the loan amount and often
added large "balloon payments" due at the end of a loan period.

Attorney General Mike Easley's office said in a release issued
late Thursday that its investigation also indicated "gross
financial mismanagement" by Dylan and its owner and president,
Clarence "Chuck" Caviness.

The probe found that Dylan:

* Delayed closing hundreds of mortgage loans because it had
defaulted on its lines of credit.

* Failed to pay appraisers even after it collected money from
consumers for the appraisals.

* Failed to pay employees on time and bounced payroll checks on
several occasions.

* Failed to pay payroll taxes, and kept money deducted from
employees' paychecks for medical coverage.

The office accused Mr. Caviness of recommending overcharges for

It also found that he filed a false statement on his mortgage
broker application to the state of South Carolina by failing to
reveal prior felony drug convictions in North Carolina.

At one time, Dylan had six loan offices in North Carolina and
originated more than 5,000 home loans, the Attorney General's
Office said.

The company, formerly known as Chase Mortgage, also operated in
neighboring states.

It filed for Chapter 11 bankruptcy protection last September,
listing nearly 400 creditors.

The Attorney General's Office began investigating Dylan last
spring in response to complaints by consumers.  In May, Dylan
laid off many of its employees in Wilmington, and they were
unable to cash their paychecks. Several said later than they were
eventually able to cash the checks.

EMBASSY INVESTMENTS: Case Summary & Largest Unsecured Creditor
Debtor: Embassy Investments LLC
        734 Arrowhead Trail
        Henderson, NV 89015

Type of Business: Land development

Petition Date: February 8, 2000   Chapter 11

Court: District of Nevada         Judge: Linda B. Riegle

Debtor's Counsel: William M. Noall, Esq.
                  Nevada Bar No. 3549
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway
                  Ninth Floor
                  Las Vegas, Nevada 89109

Total Assets: $ 1,400,000
Total Debts:  $ 1,025,000

Largest Unsecured Creditor

Las Plumas Lumber & Truss Co.      $ 50,000

GENEVA STEEL: Geneva Steel Announces First Quarter 2000 Results
Geneva Steel reported today net income of $1.8 million, or income
of $.09 per dilutive common share, for the fiscal quarter ended
December 31, 1999.  This compares with a net loss of $49.8
million, or a loss of $3.30 per dilutive common share (after
accounting for dividends on preferred stock), for the same
period last year.  The operating loss for the first fiscal
quarter was $4.0 million, compared with an operating loss of
$39.2 million during the same period last year.  The net income
for the three months ended December 31, 1999 included a gain of
$8.3 million on asset sales.  In addition, net income for the
three months ended December 31, 1999 included expenses of $1.1
million for professional fees relating to the Company's Chapter
11 proceeding.

Sales and tons shipped during the quarter were $126.2 million and
443,700 tons, respectively, compared with sales and tons shipped
of $78.7 million and 255,700 tons, respectively, for the same
period last year.

As of February 1, 1999 (the date of the Company's Chapter 11
filing), the Company discontinued accruing interest on its senior
notes and dividends on its redeemable preferred stock.  
Contractual interest on the senior notes for the first fiscal
quarter of 2000 was $8.3 million, which is not included in the
Company's financial statements.  Contractual dividends on the
redeemable preferred stock for the first quarter of 2000 were
$3.3 million, which is also not included in the Company's
financial statements.  As of December 31, 1999, accrued dividends
on the redeemable preferred stock were approximately $40.2
million, which is $11.7 million in excess of dividends accrued in
the Company's balance sheet.

Recent Operating Results:  Concurrent  with increased demand for
coiled products, the weighted average sales price per ton of
sheet and slab products increased by approximately 3.6% and
18.6%, respectively, during the first fiscal quarter of 2000,
while the weighted average sales price per ton of plate and
pipe products decreased by approximately 12.4% and 2.1%,
respectively, as compared to the first fiscal quarter last year.

As a result of various trade cases, as well as improving market
conditions in several foreign economies, market conditions for
the Company's products continue to improve.  Both the Company's
order entry and price realization have improved significantly in
recent months.  Similarly, overall price realization has
increased despite a product mix shift to lower-priced sheet. The
timing and magnitude of the recent volume and pricing
improvements are generally consistent with initial market
recoveries following the success of previously-filed trade
cases.  In response to improving market conditions, the Company
started a second blast furnace in September 1999 and is currently
operating near full capacity. The Company expects in the near
term that both volume and pricing will continue to improve
gradually.  There can, however, be no assurance that market
conditions will continue to justify a full, two-blast furnace
operation or that pricing and order volumes will not decline.

The Company's operating costs per ton for the three months ended
December 31, 1999 decreased as compared to the same quarter last
year.  The overall average cost of sales per ton shipped
decreased primarily as a result of production efficiencies
associated with returning to a two-blast furnace operating level,
reduced labor costs and favorable costs of certain raw
materials.  Operating costs per ton decreased as production
volume increased in part because fixed costs were allocated over
more tons.

Liquidity:  As of February 10, 2000, the Company's eligible
inventories, accounts receivable and equipment supported access
to $55.0 million in borrowings under the Company's credit
facility.  As of February 10, 2000, the Company had $14.5 million
available under the credit facility, with $38.1 million in
borrowings and $2.4 million in letters of credit outstanding. The
Company's operations generated positive cash flow in each month
since the beginning of fiscal year 2000.  A reversal in the
current market trend or a disruption in the Company's operations
would, however, likely cause the Company to return to negative
cash flow.

The Company is currently developing a plan of reorganization (the
"Plan of Reorganization") through, among other things,
discussions with the official creditor committees established in
the Chapter 11 proceeding.  The objective of the Plan of
Reorganization is to restructure the Company's balance sheet to
(i) significantly strengthen the Company's financial flexibility
throughout the business cycle, (ii) fund required capital
expenditures and working capital needs, and (iii) fulfill those
obligations necessary to facilitate emergence from Chapter 11.  
In conjunction with formulating the Plan of Reorganization,
the Company, with its lender, filed an application on January 31,
2000 for a government loan guarantee under the Emergency Steel
Loan Guarantee Program (the "Loan Guarantee Program").  The
application seeks a government loan guarantee for $110 million,
which is a portion of the financing required to consummate the
Plan of Reorganization.  The Plan of Reorganization will likely
contemplate that the Company will also establish of a revolving
credit facility as well as receive an equity infusion.  There can
be no assurance that the Company's application under the Loan
Guarantee Program will be accepted or that, with or without a
guarantee, the Company can obtain the necessary financing to
consummate the Plan of Reorganization.

Although management expects to file the Plan of Reorganization,
there can be no assurance at this time that a Plan of
Reorganization will be proposed by the Company, approved or
confirmed by the Bankruptcy Court, or that such plan will
be consummated.  The Bankruptcy Court has granted the Company's
request to extend its exclusive right to file a Plan of
Reorganization through February 28, 2000.  While the Company has
requested a further extension of the exclusivity period through
May 30, 2000, there can be no assurance that the Bankruptcy Court
will grant such extension.  If the exclusivity period were to
expire or be terminated, other interested parties, such as
creditors of the Company, would have the right to propose
alternative plans of reorganization.

A plan of reorganization could materially change certain amounts
currently disclosed in the financial statements.  The statements
do not present the amount which may ultimately be paid to settle
liabilities and contingencies which may be allowed in the Chapter
11 bankruptcy case.  Under Chapter 11 bankruptcy, the rights of,
and ultimate payment by the Company to, pre-petition creditors
may be substantially altered.  This could result in claims being
paid in the Chapter 11 bankruptcy proceedings at substantially
less than 100 percent of their face value.  At this time, because
of material uncertainties, pre-petition claims are generally
carried at their face value in the Company's financial

Moreover, the interests of existing preferred and common
shareholders could, among other things, be eliminated. Management
expects that a Plan of Reorganization will be completed and ready
to file with the Bankruptcy Court during early 2000.  The Plan of
Reorganization will be premised on the Company being approved for
a loan guarantee under the Loan Guarantee Program, and the
Company may not file its Plan of Reorganization until a decision
on the loan guarantee has been announced.  There can be no
assurance as to the actual timing for the filing of the Plan of
Reorganization or the approval thereof by the Bankruptcy Court,
if at all.  Geneva Steel is an integrated steel mill operating in
Vineyard, Utah.  The Company manufactures steel plate, hot-rolled
coil, pipe and slabs for sale primarily in the Western and
Central United States.

HECHINGER: Klaff Realty Acquires Hechinger Property Portfolio
Klaff Realty, LP, has announced the acquisition of a Hechinger
Company real estate portfolio.  The 11-property portfolio, which
Klaff purchased with joint venture partner Philadelphia, Pa.-
based Lubert-Adler Funds, was acquired for $ 5.9 million at a
bankruptcy auction.

Seven of the properties comprised lease-hold interests, many of
which Hechinger's had subleased to other retailers.  Four of the
11 properties are fee-owned, vacant land sites ready for

"Our goal is to further the retail evolution to create value in
diverse retail markets," said Hersch Klaff, president of Chicago,
Ill.-based Klaff Realty, LP.  "In many cases, we will reposition,
redevelop and/or re-tenant properties that we acquire."

Hechinger Company, headquartered in Largo, Md., was a do-it-
yourself home improvement chain with locations in the Northeast,
South and Midwest, and its core market in the mid-Atlantic.  The
properties were available for sale as a result of Hechinger's
total liquidation of all its operations including Home
Quarters stores, Hechinger stores and the Builders Square chain.

The seven lease-hold interests that Klaff acquired totaled
401,816 square feet.  The retail and office properties are
located in Virginia Beach and Norfolk, Va.; Allentown and York,
Pa.; and Greensboro, N.C.

The vacant land sites comprise 41.2 acres and are located in
Memphis, Tenn.; Baltimore, Md.; Richmond, Va.; and Johnstown, Pa.

A leader in identifying underutilized retail locations, Klaff
Realty, LP, has been involved in the successful redevelopment and
repositioning of retail properties throughout the country.

The following are the properties in the portfolio of Hechinger
sites that Klaff Realty LP acquired in 2000.

4485 Virginia Beach Boulevard
Virginia Beach, VA    59,815 sf

211 East Little Creek Road
Norfolk, VA   6,900 sf

1200 N. Military Highway
Norfolk, VA   60,000 sf

2864 Virginia Beach Boulevard
Virginia Beach, VA    103,161 sf

3703 Farmington Road
Greensboro, NC   65,340 sf

4750 W. Tilghman Street
Allentown, PA    58,600 sf

Route 30 & Kenneth Road
York, PA    48,000 sf

4875 Stage Road
Memphis, TN    10 acres

7005 Security Boulevard
Baltimore, MD    0.6 acres

4101 Mechanicsville Turnpike
Richmond, VA    10.4 acres

640 Galleria Drive
Johnstown, PA    11.2 acres

INCOMNET: Notice of Hearing on Disclosure Statement
A hearing with respect to the adequacy of disclosure with respect
to the original Disclosure Statement describing the joint Chapter
11 plan of reorganization of Incomnet Inc, Incomnet
Communications Corporation f/k/a National Telephone &
Communications Inc. will take place on March 14, 2000 at 9:30 AM,
Courtroom 5A, 411 West 4th Street, Santa Ana, California.

JITNEY JUNGLE: Jitney Jungle Announces Store Closings
Jitney Jungle Stores of America, Inc. announced the closing of
the following 10 stores on Saturday February 12th, 312
Schillinger Road Mobile, AL., 4725 Moffat Road Mobile, AL., 1113
College Street Jackson, AL., 220 South Industrial Road Tupelo,
MS., 393 West Espanade Ave. Kenner, LA., 3100 U.S. Highway 90
Luling, LA., 2703 Belle Chasse Highway Gretna, LA., 3640
MacArthur Blvd. New Orleans, LA., 3810 Judge Perez Drive Meraux,
LA., and 2869 Gulf Breeze Highway Gulf Breeze, FL.  These
closings are part of the as many as 50 store closings to
come as a result of the company's October 12, 1999 Chapter 11
filing for protection from its creditors in U.S. Bankruptcy

Ron Johnson President and Chief Executive Officer of Jitney
Jungle Stores of America said, "JJSA, Inc. has an 80 year history
of successful operations in its core markets.  Our objective is
to use the reorganization process on a fast track basis to create
a more manageable capital structure and strengthen our business
operations.  We are confident that by either through sales or
closing a group of underperforming stores and streamlining
operations JJSA, Inc. can significantly enhance its
profitability."  Each store employed about 50 associates, all of
whom were offered jobs at other stores within the chain where
openings were available.  Johnson also said that these store
closings are part of the ongoing process of completing our
transition into a somewhat smaller, but stronger company.

"Our plans are to emerge from bankruptcy by the end of the year
without debt and with a financial structure in place that should
enable this company to move forward for the next 80 years,"
Johnson said.  Jitney Jungle Stores of America, Inc. currently
operates 178 grocery stores, 55 gas stations and 10 liquor stores
located throughout Mississippi, Alabama and Louisiana and in
Tennessee, Florida and Arkansas.

JUST FOR FEET: Court Approves Emergency Motion
The US Bankruptcy Court for the District of Delaware entered an
order granting the emergency motion of the debtors for an order
approving procedures for proposed auction sales of substantially
all of the debtors' assets.

The auction shall be held on Febr4uary 15, 2000 at 4:00 PM, at
the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, NY.

MARVEL ENTERTAINMEN: Judge Dismisses Suit Against Perelman
U.S. District Court Judge Roderick McKelvie (D. Del.) last week
dismissed a lawsuit and a potential $550 million claim against
financier Ronald Perelman brought by LaSalle National Bank, the
trustee for noteholders of Marvel Holdings companies, according
to the Associated Press. At issue was LaSalle's allegation that
Perelman, through his Marvel Holdings and other related entities,
acted improperly when he issued $550 million in dividends to the
parent companies of Marvel Entertainment Group Inc. with money
from three bond sales. In a 34-page ruling last week, Judge
McKelvie said that noteholders, led by investor Carl Icahn, "were
warned that the notes were a high-risk investment. Accordingly
[they] cannot complain because the potential risk that they were
warned of materialized. The court finds that the officers and
directors of Marvel Holding Cos. did not owe fiduciary duties to
the noteholders when they paid the dividends" or that they
breached their duties in actions taken during the subsequent
chapter 11 case. Perelman took Marvel Entertainment into chapter
11 in December 1996, hoping, along with his secured lenders, to
restructure and emerge in three months, but bondholders, led by
Icahn, gained control of Marvel Holding Co. and began a
protracted legal battles that continued until July 1998. Judge
McKelvie then approved a reorganization plan in which Marvel
Entertainment would merge with Toy Biz Inc. (ABI 14-Feb-00)

NAGASAKIYA: Japanese Retailer Seeks Bankruptcy Protection
Japanese supermarket operator Nagasakiya Co. filed for bankruptcy
protection on Sunday with the Tokyo District Court, according to
the Associated Press. Established in January 1948, the company
had been in the process of restructuring. The nationwide
retailer, which employs about 2,600 workers, plans to continue
operating its 95 stores.

SABRATEK CORP: Committee Taps Zolfo, Cooper
The Statutory committee of Unsecured Creditors of Sabratek
Corporation seeks to employ and retain Zolfo Cooper, LLC nunc pro
tunc as of January 7, 2000 as bankruptcy consultants and special
financial advisors.

SAFELITE GLASS: Moody's Lowers Ratings
Moody's Investors Service lowered the rating of Safelite Glass
Corporation's $155 million of senior subordinated notes, due
2006, to Ca from B3 and lowered the ratings of its Senior
Unsecured Issuer Rating to Ca from B2. Ratings on Safelite's $450
million of secured credit facilities have been lowered to Caa1
from B1. The senior implied rating has been lowered to Caa1 from
B1. The outlook is negative.

The downgrades and negative outlook reflect our expectation for
recovery value of the debt based on Safelite's deteriorating
financial performance as a result of the increasing pressure on
price combined with low demand; the expectation of substantially
lower cash flow going forward, and consequent decrease in
liquidity as the year proceeds. In addition, Moody's expects that
the company will need to undertake a comprehensive debt

As of 10/2/99 the company's debt was substantial at $477 million.
As a part of the company's restructuring, management is examining
several alternatives with its bank group and shareholders,
including Belron International and Thomas H. Lee Company. Though
this industry leader is still earning meaningful returns on
tangible assets, these returns are not sufficient to support the
level of debt incurred in the buy out and subsequent acquisition.
Moody's considers the company's current valuation to be
materially less than the company's outstanding obligations.

Safelite Glass Corporation, headquartered in Columbus, Ohio, is
the largest provider of automotive glass and repair services in
the United States.

SHARPE: Sharpe Files Final Proposed Reorganization Plan
Sharpe Resources Corporation's (ME:SHO.)(OTCBB:SHGPF) wholly
owned subsidiary Sharpe Energy Company (SEC) announced today that
on February 9, 2000, the Company filed with the U.S. District
Bankruptcy Court of the Southern District of Texas a final
proposed plan of reorganization in accordance with federal
bankruptcy laws. The plan of reorganization sets forth the means
for satisfying claims, including liabilities subject to
compromise and subsequent adjustments to the plan.

In general the plan provides for the following: Secured bank debt
of $2.4 million will be paid in full on the closing date.

The agreed to secured vendor lien claims will accept a cash
payment of $0.45 as full payment of their claims. Alternatively,
one of the sub-classes of secured claimants will have the option
to be paid in full over 6 years at 9% interest. The first payment
would commence 18 months after the closing date.

The unsecured vendor claims will accept a $0.10 cash payment 120
days after closing. At that time the balance of the claim is to
be converted to Sharpe Resources Corporation Preferred Class A
stock which is subject to regulatory approval. The Preferred
Class A stock will pay a quarterly stock dividend of 4%
per annum. Additionally, the Preferred Class A stock may be
redeemed by the Company, all or in part, at a discount based upon
the time of issuance, i.e., from 0-15 months the preferred can be
redeemed for 35% of the remaining value, from 16-24 months the
redemption is 40% of the remaining value, from 25-36
months the redemption is 60% of the remaining value and
thereafter at 100% of the remaining value plus interest.

Sharpe Resources Corporation has negotiated a US $2.3 million
private placement financing. Schwartz Investments Corporation and
Palos Capital Corporation of Montreal, Quebec have agreed to
complete a US $2.3 million debenture financing subject to a due
diligence evaluation, US Bankruptcy Court and regulatory
approvals. The term of the debenture is five years and a 12 %
fixed interest rate coupon with quarterly interest and principal
payments which includes 2.3 million in warrants exercisable for
three years at $C0.25 per warrant.

The consummation of the final proposed plan of reorganization
will require bankruptcy court approval and is expected to be
voted on by the Company's creditors and shareholders entitled to
vote. At this time, no assurances can be given that the plan of
reorganization submitted by the Company will be approved or when
the effective date of the plan will be set; however, at the
present time, the Company anticipates that a hearing to consider
its plan will be scheduled by mid-February, 2000.

SHOE CORPORATION: J. Baker Signs to Acquire Assets
J. Baker, Inc. (NASDAQ:JBAK) announced today that it has signed
an agreement to acquire the ongoing assets of the Shoe
Corporation of America, Inc. ("SCOA"). As part of this
transaction, J. Baker will acquire the rights to operate
approximately 205 licensed footwear departments in department and
specialty stores nationwide. J. Baker management anticipates that
this business will account for approximately $60.0 million in
annualized revenue, and that the transaction will be accretive to
earnings in the current fiscal year.

Under the terms of the agreement, SCOA will assist J. Baker in
operating the business for a transition period of up to six
months following the closing, which is anticipated to occur in
early March. Besides customary and usual closing conditions, the
consummation of the transaction is contingent upon SCOA, which
filed a voluntary bankruptcy petition in June 1999, obtaining the
approval of the United States Bankruptcy Court for the Southern
District of Ohio. The consummation of the transaction is also
conditioned upon the parties obtaining certain approvals from key

Alan I. Weinstein, President and Chief Executive Officer,
commented, "The acquisition of SCOA's 205 licensed footwear
departments affords J. Baker the opportunity to expand our
leadership position in the fragmented licensed footwear market by
adding several very desirable department and specialty stores. We
believe we will improve the merchandise offerings and
profitability of these operations by leveraging our
infrastructure, human talent and considerable experience,
developed over our 50 year history in the footwear business and
through our operation of greater than 750 self-serve

Mr. Weinstein concluded, "Looking ahead, we believe that
opportunities exist to further our leadership position in areas
in which we have an established core competency, and we will
continue to seek increased market share in the footwear,
big and tall and health and workwear businesses."

J. Baker, Inc. is a leading specialty retailer of apparel and
footwear. Along with 859 self-service licensed footwear
departments in discount department stores nationwide, the Company
operates 445 Casual Male Big & Tall stores, 135 Repp Big & Tall
stores and the Repp By Mail catalog, which specialize in casual
and dress clothing and footwear for the big and tall man; and the
Work 'n Gear chain, comprised of 65 utility workwear, healthcare
apparel and custom uniform stores.

THAI PETROCHEMICAL: Thai Court Delays Ruling on TPI Debt Plan
Thailand's Central Bankruptcy Court has delayed ruling on a
petition filed by creditors of Thai Petrochemical Industry PLC
(TPI) to take over management of the firm, the country's largest
debt defaulter, according to Reuters. Five major creditors had
filed a petition to the court to nominate a different executor
for the company's $3.4 billion debt restructuring. If the court
agrees, the new executor would replace TPI's CEO, who was
appointed in January after an agreement between TPI and
creditors. Analysts have said that further delay of the debt plan
dispute could hurt TPI's liquidity position and impede the pace
of debt restructuring at TPI's largest creditor bank, Bangkok

WSR CORP: Seeks Authorization of Sale of Certain Assets
The debtors, WSR Corporation, R&S/Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp. seek court
authority to sell certain assets of Strauss.

The debtors and the Committee retained Conway, Del Genio, Gries &
Co. LLC to provide a variety of investment banking services.  
Based on an evaluation of interest in the sale of the debtor's
assets, the debtors and the Committee concluded that a sale of
the assets as a going concern would result in the debtors'
creditors receiving more value than that which would be realized
in a piecemeal liquidation of assets.  They also determined that
it is in the best interest of the debtors and their creditors to
sell the assets prior to confirmation of a plan of

The purchaser is Strauss Discount Auto, LLC and the seller is
R&S/Strauss, Inc. The proposed purchase price is $15,030,710.

Any other qualified bidders must submit a written offer by
February 24, 2000.  The cash portion of any offer must exceed the
cash portion of the purchase price by $500,l000.  An auction will
be conducted on February 29, 2000 at 10:00 AM at the offices of
the debtors' counsel, Young Conaway Stargatt & Taylor LLP.

Meetings, Conferences and Seminars
February 17, 2000
      Lending to Distressed Businesses
      In & Out of Bankruptcy Conference
         Charlotte Hilton & Towers, Charlotte, North Carolina
            Contact: 1-541-858-1665 or

February 24-26, 2000
      Chapter 11 Business Reorganizations
         Walt Disney World, Orland, Florida
            Contact: 1-800-CLE-NEWS

February 27-March 1, 2000
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 2-5, 2000
      1st Annual Winter Conference
         Radisson Resort Hotel, Scottsdale, Arizona
            Contact: 1-561-241-7301 or 1-213-487-7550

March 8-10, 2000
      Healthcare Restructurings: Successful Strategies
      for Managing Distressed Finances
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   
March 10, 2000
      Bankruptcy Battleground West
         Century Plaza Hotel. Los Angeles, California
            Contact: 1-703-739-0800

March 10 & 11, 2000
      Spring Seminar
         Hotel Monteleone, New Orleans, Louisiana
            Contact: 1-803-252-5646 or

March 23-25, 2000
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

March 23-25, 2000
      Partnerships, LLCs, and LLPs -- Uniform Acts,
      Taxation, Drafting, Securities and Bankruptcy
         Doubletree Paradise Valley Hotel,
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

March 30-April 2, 2000
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

April 3-4, 2000
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI

April 5-8, 2000
      Spring Conference
         The Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or
April 6-7, 2000
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

April 10-11, 2000
      22nd Annual Current Developments in
      Bankruptcy and Reoorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact: 1-800-260-4PLI

April 27-30, 2000
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800

May 4-5, 2000
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or   

May 15, 2000
      2nd Annual New York City Bankruptcy Conference
         Association of the Bar of the City of New York,
         New York, New York
            Contact: 1-703-739-0800

May 26-29, 2000
      52nd Annual Meeting of the New England Region
         Colony Hotel, Kinnebunkport, Maine
            Contact: 1-617-742-1500 or

June 8-11, 2000
      7th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800
June 14-17, 2000
      16th Annual Bankruptcy and Restructuring Conference
         Swissotel, Chicago, Illinois
            Contact: 1-541-858-1665 or

June 29-July 2, 2000
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

July 13-16, 2000
      7th Annual Northeast Bankruptcy Conference
         Doubletree Hotel, Newport, Rhode Island
            Contact: 1-703-739-0800
August 3-5, 2000
      Fundamentals of Bankruptcy Law
         Somewhere in Boston, Massachusetts
            Contact: 1-800-CLE-NEWS

August 9-12, 2000
      5th Annual Southeast Bankruptcy Workshop
         Hyatt Regency, Hilton Head Island, South Carolina
            Contact: 1-703-739-0800

August 14-15, 2000
      Advanced Education Workshop
         Loewes Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or
September 12-17, 2000
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or

September 15-16, 2000
      Views From the Bench 2000
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800

September 21-22, 2000
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   

September 21-23, 2000
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800

September 21-24, 2000
      8th Annual Southwest Bankruptcy Conference
         The Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800

November 2-6, 2000
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 312-822-9700 or

November 30-December 2, 2000
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  


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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 301/951-6400.

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