TCR_Public/981208.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, December 8, 1998, Vol. 2, No. 239
                 
                 Headlines

AUGMENT SYSTEMS: Amends Quarterly Report
CML GROUP: Amends Annual Report
CHEMTRACK: Files for Chapter 11 Reorganization
CONNECTIVITY TECHNOLOGIES: Active Discussions With Lenders
CONSUMER PORTFOLIO: Supplements Prospectus Supplement

DENBURY RESOURCES: Cash Investment In New Stock
ERNST HOME: Gets Another Two-Month Extension
EUROWEB: Files Annual Report
FORMAN PETROLEUM: Non-Payment of Interest On Notes
GLOBAL MOTORSPORT: Amends Tender Offer

GOLDEN SKY: Reports Amendment to Registration Statement
GORGES: Extends Cash Tender Offer Relating to Notes
GRANT GEOPHYSICAL: Switches To PricewaterhouseCoopers
HEARTLAND WIRELESS: Hunt Capital Reports Stock Ownership
INTEGRATED MEDICAL: Purchase of Stock Reported

INTERACTIVE NETWORK: Special Meeting of Shareholders
LIVENT INC: Directors Enter Secured Loan Agreements
LOTTOWORLD: Files Chapter 11 as Sales Decline
MOBILEMEDIA: Files Monthly Operating Report
MONTGOMERY WARD: HQ Buyer Overbid, Developers Say

NORD RESOURCES: Stock Purchase Reported
OMEGA ENVIRONMENTAL: Reports Unaudited Financial Statement
ORBIT FR: Annual Stockholder Meeting Announced
PARAGON TRADE: Seeks Nod To Sell Facility For $1.2M
PARKS SAUSAGE: Seeks Buyer

PETRIE RETAIL: Urban Brands Stuns Petrie With $61M Bid
PINNACLE BRANDS: Seeks 90-Day Exclusivity Extension
ROLLING PIN: Files Amendment To Registration Statement
SANTA FE GAMING: Condition of Exchange Offer Not Satisfied
SUNBEAM: Heading For Bankruptcy?

SYQUEST TECHNOLOGY: Deadline Extended for Sale
TOLLYCRAFT YACHT: Quarterly Report
UNITED HEALTHCARE: Announces Private Offering
VANGUARD AIRLINES: J.F. Shea Co. Reports Stock Ownership

Meetings, Conferences and Seminars


                 *********

AUGMENT SYSTEMS: Amends Quarterly Report
----------------------------------------
AUGMENT SYSTEMS, INC. amends its quarterly report for the
nine month period ended SEPTEMBER 30, 1998, on FORM 10-QSB
filed with the SEC. The Balance Sheets as of December 31,
1997 and September 30, 1998 and the  Statements of Cash
Flow for the nine months ended September 30, 1998 and 1997     
are amended.  A complete text of the filing is available
via the Internet at:

http://www.sec.gov/Archives/edgar/data/0001058217-98-
000107.txt


CML GROUP: Amends Annual Report
-------------------------------
CML Group Inc. filed an amendment to its annual report with
respect to its directors and executive officers.  A summary
of salary and option grants, option exercises and employee
severance arrangements are available via the Internet at

http://www.sec.gov/Archives/edgar/data/0000950135-98-
006079.txt


CHEMTRACK: Files for Chapter 11 Reorganization
----------------------------------------------             
ChemTrak Inc. (OTC:CMTR) announced that it has filed a
petition with the U.S. Bankruptcy Court, Northern District
of California requesting a reorganization  under Chapter 11
of the U.S. Bankruptcy Code on Nov. 23.

The filing was one of the terms required as part of a
Letter of Intent signed with Clinimetrics Research
Associates Inc., San Jose, Calif., in November.  
Under the terms of the Letter of Intent, Clinimetrics would
assume certain liabilities and pay additional funds to the
company in return for the acquisition of substantially all
of the assets and operations of ChemTrak.

Proceeds of the sale are expected to satisfy the claims of
secured creditors and a substantial amount of the unsecured
creditors. The transaction is subject to the negotiation
and execution of a definitive agreement. Implementing the  
agreement requires the company to file the Chapter 11
reorganization prior to completing the agreement. The
agreement is subject to the approval of ChemTrak's board of
directors, its creditors' committee and the bankruptcy  
court.

ChemTrak is being represented by Lincoln Brooks and David
Caplan of the Palo Alto law firm of Brooks & Raub PC. An
informal creditors' committee is being represented by Craig
Prim and Thomas Gaa of Murray & Murray PC, also of Palo
Alto.

Located in Sunnyvale, ChemTrak is a medical diagnostics
company offering medical testing systems for in-home use
and use in doctors' offices. ChemTrak medical tests are
designed to screen and diagnose health conditions with
accuracy comparable to laboratory tests.


CONNECTIVITY TECHNOLOGIES: Active Discussions With Lenders
----------------------------------------------------------
In a Form 8-K, current report, Connectivityy Technologies
Inc. reports to the SEC that as of December 1, 1998, the
company which, together with its subsidiary, Connectivity
Products Incorporated ("CPI"), is hereinafter called
"Connectivity," is in continuing active discussions with
its Lending Banks looking to the possible restructuring of
CPI's Bank debt into an ongoing loan facility or facilities
which may include an asset-based loan and to provide for
its future credit requirements.

The new arrangement, as contemplated by Connectivity, would
replace CPI's previously reported and now expired
Forbearance Agreement with the lending Banks. Throughout
the term of that Agreement, CPI was in full compliance with
all of its terms and conditions, including covenants
related to revenue and profitability. The restructuring
would include the immediate repayment to the Banks of more
than $1 million in cash generated from operations in recent
months. On the basis of recent discussions, Connectivity
believes that such a restructuring will be achieved and
that the Banks will not demand immediate payment while the
discussions continue in a manner that the Banks, at their
discretion believe to be productive, though they would have
the right to do so.

However, no assurances can be given that a restructuring or
any other arrangement with the Banks will be concluded; the
Banks have made no commitment and, having retained unwaived
all of their rights under the existing Revolving
Credit and Term Loan Agreement, remain free to demand
payment and to proceed at any time against CPI and its
assets for the full outstanding debt amounting to
approximately $16.6 million, prior to the contemplated
repayment referred to above. Moreover, any new facility
would involve financial and other conditions
for further borrowing and for the continuance of the
existing indebtedness. The failure to conclude a
restructuring or the failure to meet any such conditions
could have a substantial adverse effect upon Connectivity
and its business and prospects.


CONSUMER PORTFOLIO: Supplements Prospectus Supplement
-----------------------------------------------------
Consumer Portfolio Services Inc. filed a prospectus
supplement to prospectus dated November 9, 1998 relating to  

CPS Auto Receivables Trust 1998-4
$32,500,000 Class A-1 Asset-Backed Notes
$77,500,000 Class A-2 Asset-Backed Notes
$81,375,000 Class A-3 Asset-Backed Notes
$100,000,000 Class A-4 Asset-Backed Notes
$18,625,000 Class A-5 Asset-Backed Notes

The company filed its Structural Term Sheet for CPS Auto
Receivables Trust 1998-4 with the SEC.

The Trust will issue the Notes under an indenture to be
dated November 1, 1998, between the Trust and  Norwest  
Bank  Minnesota,  National Association,  as Indenture  
Trustee.  The aggregate original principal amount of the
Notes will be  $310,000,000.00.  The Notes will be offered  
for  purchase in minimum  denominations of $1,000 and
integral multiples of $1,000, in book entry form only,  
through the Depository  Trust Company.  For more  
information,  read "Description of the Securities Book-
Entry  Registration" in the Prospectus.  The Trust will
also issue certificates that represent interests in the
property of the Trust that remains after full payment to
you of interest on and principal of the Notes. The
Prospectus Supplement and the accompanying Prospectus offer
only the Notes.

A complete text of the filing via the Internet is available
at:
http://www.sec.gov/Archives/edgar/data/0000950117-98-
002099.txt


DENBURY RESOURCES: Cash Investment In New Stock
-----------------------------------------------
TPG Partners LP report that on December 1, 1998,
representatives of investment funds affiliated with the
Reporting Persons (the "Affiliated Funds")and a committee
of the independent members of the Board of Directors of
Denbury Resources Inc. reached an agreement in principle to
effect a transaction in which the Affiliated Funds would
make a cash investment of $100,000,000 in newly issued
Common Shares at a price of $5.39 per Common Share (the
"Investment"). The Investment would be financed by
committed funds of the Affiliated Funds and would not be
subject to any financing contingency. The Investment would
be subject to a variety of conditions, including
without limitation, approval of the shareholders of the
Issuers.


ERNST HOME: Gets Another Two-Month Extension
--------------------------------------------
Ernst Home Center Inc. once again won an extension of its
exclusive periods to file a liquidating plan of
reorganization and solicit acceptances, this time through
Jan. 29, and March 31, respectively. As in its prior
request, the defunct home improvement retailer asserted
that a two-month extension would provide a "reasonable
period" of time to file a plan after the deadline for the
assumption or rejection of the store leases sold to Fadco
LLC. Ernst sold its interests in 24 leases to AOS
Investments LLC and interests in 59 leases to Fadco. The
agreements with AOS and Fadco obligate Ernst to seek
extensions of the time to assume or reject the sold leases.
While the AOS agreement is completed, Ernst recently
requested a further extension of the assumption/rejection
deadline under the Fadco agreement from Oct. 30 to Dec. 31.
Arguing the need to extend exclusivity beyond the
assumption/rejection period, Ernst reiterated:
"Confirmation of a plan would indirectly gut the extension
of time to assume or reject the Sold Leases."  (The Daily
Bankruptcy Review and ABI Copyright c December 7, 1998)


EUROWEB: Files Annual Report
----------------------------
Euroweb International Corp. filed its annual report with
the SEC.  The company is a Delaware corporation which was
organized on November 9, 1992. It was a development stage
company through December 31, 1993.

The Company is currently building in Budapest two luxury
14-unit condominium buildings for sale. In October 1996,
Teleconstruct agreed to sell to its former President one of
the luxury 14-unit condominium in Budapest upon obtaining
move-in permits and is currently in the process of
completing a second building.

In 1996 the Company initiated plans to enter the Internet
Service Provider business in Hungary. On January 2, 1997,
the Company acquired three Hungarian Internet service
companies ("Internet providers"), namely, EUnet, E-Net and
MS Telecom for a purchase price of approximately
$1,585,000, consisting of 144,000 shares of common stock of
the Company and $1,225,000 in cash. Except for $400,000
which was paid in January 1997, the balance of
the purchase price was paid in December 1996. For the year
ended December 31, 1997, the Company incurred a net loss of
$2,530,228, a net loss of $.68 per share compared to a net
loss of $4,287,514, a net loss of $2.55 per share for the
year ended December 31, 1996.

For the year ended December 31, 1997, revenues were
$1,270,135, all of which were derived from the Internet
business, compared with no revenues during the year ended
December 31, 1996.


FORMAN PETROLEUM: Non-Payment of Interest On Notes
--------------------------------------------------
Forman Petroleum Corporation issued a press
release in which the Company announced the nonpayment of
the December 1, 1998 installment of interest due on the
Company's 13.5% Senior Secured Notes Due June 1, 2004.  The
Company has not yet determined whether to make the
interest payment within the thirty-day grace period
provided for such payment or to use any available funds for
exploration and development projects.


GLOBAL MOTORSPORT: Amends Tender Offer
--------------------------------------
Global Motorsport Group filed a Statement with the SEC that   
amends  and  supplements  the  Tender  Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the
Securities and Exchange  Commission  on  November  16,  
1998  by  GMG  Acquisition  Corp., a Delaware corporation
and an indirect, wholly-owned subsidiary of Stonington
Acquisition Corp., a Delaware corporation to purchase all
outstanding shares of Common Stock, par value $.001 per
share of Global Motorsport Group, Inc., and the
associated preferred share purchase rights issued pursuant
to the Rights  Agreement,  dated as of  November  13,  
1996,  between  the  Company and American  Stock  Transfer
& Trust  Company,  as Rights Agent  at a purchase price of
$19.50 per Share net to the seller in cash, without
interest thereon, upon the terms and subject to the  
conditions  set forth in the Offer to Purchase,  dated
November 16, 1998.

As of November 28, 1998, the Fund had been granted  early
termination of the waiting  periods by the FTC and the
Antitrust  Division under the HSR Act and by German
antitrust  authorities  under German antitrust law. No
further  approvals or clearances  relating to domestic or
foreign antitrust laws are required in connection with the
Offer.


GOLDEN SKY: Reports Amendment to Registration Statement
-------------------------------------------------------
Golden Sky Systems Inc. reports an offer to exchange its
12 3/8% Senior Subordinated Notes Due 2006, SERIES B,
for any and all of its outstanding 12 3/8% Senior
Subordinated Notes Due 2006, Series A.

A complete text filing of the Prospectus, is available via
the Internet at a full-text copy of the filing is available
via the Internet at:

http://www.sec.gov/Archives/edgar/data/0000950134-98-
009385.txt


GORGES: Extends Cash Tender Offer Relating to Notes
---------------------------------------------------
On December 1, 1998 Gorges/Quik-to-Fix Foods, Inc.
announced that it has extended its cash tender offer
relating to the $100,000,000 outstanding principal amount
of 11 1/2% Senior Subordinated Notes Due 2006, Series B.  
The offer, which was scheduled to expire at midnight, New
York City time, on Monday, November 30, 1998, has been
extended through 10:00 a.m., New York City time, on
Tuesday, December 1, 1998.

Donaldson, Lufkin & Jenrette Securities Corporation is
acting as the Dealer Manager for the tender offer.  The
Depositary for the tender offer is IBJ Schroder Bank &
Trust Company.  The tender offer is being made pursuant to
an Offer to Purchase Statement and related Letter of
Transmittal, which more fully set forth the terms of the
tender offer.  Additional information concerning the
terms of the tender offer, tendering notes, conditions to
the tender offer and copies of the Offer to Purchase
Statement and Letter of Transmittal may be
obtained from Donaldson, Lufkin & Jenrette, 1201 W.
Peachtree Street, Suite 3650, Atlanta, Georgia 30309,
telephone number (404) 897-2894, Attention:
Investment Banking or from IBJ Schroder Bank & Trust
Company, One State Street, New York, New York 10004,
Attention: Securities Processing Window, SC-1.


GRANT GEOPHYSICAL: Switches To PricewaterhouseCoopers
-----------------------------------------------------
On November 23, 1998, KPMG Peat Marwick LLP was dismissed
and PricewaterhouseCoopers LLP was engaged as the
independent accountant for Grant Geophysical, Inc. The
decision to change accountants was approved by the Audit
Committee of the Company's Board of Directors.

The accountant's report as of and for the three month
period ended December 31, 1997 did not contain an adverse
opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or
accounting principles.

During the fiscal year ended December 31, 1996 and the nine
month period ended September 30, 1997, KPMG was engaged as
the independent accountant for GGI Liquidating Corporation,
the Company's predecessor ("GGI"). In its independent
auditor's reports for fiscal year ended December 31, 1996
and the nine month period ended September 30, 1997, KPMG
modified its opinion. GGI is currently in liquidation,
after which it will dissolve and cease to exist.

During the Company's fiscal year ended December 31, 1997
and the subsequent interim period through November 23,
1998, PricewaterhouseCoopers LLP had been engaged to
conduct statutory audits of the financial statements and
provided tax advice for certain specific operating
subsidiaries of the Company. PricewaterhouseCoopers LLP,
during the same period, had not been engaged as a
consultant regarding the application of the Company's
accounting principles to a specified transaction, either
completed or proposed, or the type of audit
opinion that might be rendered on the Company's
consolidated financial statements.


HEARTLAND WIRELESS: Hunt Capital Reports Stock Ownership
--------------------------------------------------------
As of December 1, 1998, Hunt Capital Group, L.L.C.
beneficially owns 4,000,000 shares of Heartland Wireless
Communications, Inc. Common Stock ("Heartland Common
Stock"),which represents 20.2% of the outstanding
Heartland Common Stock.  

As of December 1, 1998, Mr. David E. Webb beneficially owns
1,150,810 shares of Heartland Common Stock, which
represents 5.8% of the outstanding Heartland Common Stock.

As of December 1, 1998, Mr. L. Allen Wheeler beneficially
owns 2,000,000 shares of Heartland Common Stock, which
represents 10.1% of the outstanding Heartland Common Stock.

The percentage calculations are based upon 19,790,551
shares of Heartland Common Stock outstanding on November
18, 1998, as reported in the Company's most recent
Quarterly Report on Form 10-Q, filed on November 23,
1998.


INTEGRATED MEDICAL: Board Elects Chapter 7 Conversion
-----------------------------------------------------
On December 2, 1998, Integrated Medical Resources, Inc.
issued a press release stating that the Board of Directors  
have elected to convert  to the  Company's  Chapter  11  
bankruptcy  proceeding  to a case under Chapter 7 of the
bankruptcy code.  Judge John T.  Flannagan entered an order
converting the case to Chapter 7 on  December  1,  1998.  
Eric C.  Rajala was appointed Chapter 7 trustee on December
1, 1998.


INTEGRATED MEDICAL: Purchase of Stock Reported
----------------------------------------------
GCA Strategic Investment Fund Limited reports that on
October 23, 1998, GCA purchased, in a private transaction,
2,000 shares of Series A Convertible Preferred Stock (the
"Shares"), convertible into shares of the Company's common
stock, and warrants for the purchase of 20,000 Shares of
common stock.

The Shares may be converted into common stock at any
time at a price equal to the average of the closing
bid prices of the common stock for the five trading
days preceding the date of conversion, subject to a
ceiling price.

GCA reports in its current filing with the SEC beneficial
ownership of 3,322,373 shares, or 24.9 percent of the
class.


INTERACTIVE NETWORK: Special Meeting of Shareholders
----------------------------------------------------
A Special Meeting of Shareholders of Interactive Network,
Inc. ("IN") has been called by the holders of certain
shares, being more than 10% of the Common Stock of IN. The
Special Meeting will be held pursuant to applicable
California law which provides that holders of more than 5%
of the Common Stock of IN may call a shareholders' meeting
in the situation where a majority of the board of
directors has not been elected by shareholders. The
Committee to Revitalize Interactive Network, Inc.
wrote a letter to shareholders of the company announcing
the meeting for the purpose of voting in a new slate of
directors.

The Committee states, "It is the opinion of the Committee
that the Unelected Incumbents have not used sound business
judgment in carrying out their duties as directors of your
Company. We further believe that many of their actions and
decisions since the settlement of the shareholder
litigation against TCI have been shortsighted and
potentially detrimental to the maximization of IN
shareholder value. The Company has not elected directors at
a meeting of shareholders since May, 1995. Now is
the time for new IN leadership - and we are the right
people!"

The Committee states that the Settlement of the significant
litigation claim against TCI, yielding less than $4 million
after payment of all known IN liabilities, also allows TCI
to convert its debt into an additional eight million shares
of stock(20%) in the Company while requiring the voting
rights to be personally held by the Unelected Incumbents.
This settlement will yield IN shareholders less than a
paltry $.10 per share and, in the Committee's view, was
decidedly not in the best interest of IN shareholders.
The Committee further states that the Unelected Incumbents
agreed to put the Company into Chapter 11 Bankruptcy, which
the Committee believes was totally unwarranted given the
fact that the total amount of cash in the Company
after receipt of the settlement payment will exceed all of
the liabilities. This action will cost the IN shareholders
at least an additional estimated $200,000-$300,000, plus
the significant incremental interest on the unsecured debt
and ongoing depreciation of the IN intellectual property
during this time-consuming, unnecessary procedure.

The Committee further states that since the announcement of
the TCI settlement on March 2, 1998 and the filing of the
bankruptcy on September 14, 1998 there still is no
reorganization or strategic plan developed by the Unelected
Incumbents to increase your shareholder value through
possible utilization of IN's technology and patents, nor
for the use of the cash resources IN will have after
exiting bankruptcy.


LIVENT INC: Directors Enter Secured Loan Agreements
---------------------------------------------------
In a Schedule 13D filed with the SEC, Livent Inc. amends
and supplements the Statement on Schedule 13D, as amended
by Amendment No. 1, relating to the common shares,
without par value (the "Shares") of Livent Inc., an Ontario
corporation (the "Company"), as previously filed by the
Reporting Persons, consisting of Lynx Ventures L.P., Lynx
Ventures L.L.C., The Ovitz Family Limited Partnership,
the Michael and Judy Ovitz Revocable Trust, Michael S.
Ovitz, Roy L. Furman and David R. Maisel.

On November 18, 1998, certain directors of Livent, Inc.
entered into secured loan agreements with Livent Realty
(New York) Inc. and Livent Realty (Chicago) Inc. and the
Parent and Livent (U.S.) Inc. in order to finance the
working capital and general corporate requirements of the
Borrowers and Guarantors during the initial period
following the Borrowers' and Guarantors' filings under
Chapter 11.

As part of these transactions, Lynx Ventures L.P. provided
one million United States dollars ($1,000,000) and Roy L.
Furman provided three hundred thousand United States
dollars ($300,000), to the debtors.

The Obligations are secured by security interests and
mortgages in the Ford Center for the Performing Arts in New
York City and the Ford Center for the Performing Arts in
Chicago, Illinois (the "DIP Liens"). The DIP Liens are
subordinate to senior security interests of record, if any.
The DIP Liens are further subject to the actual existence
of the property liens referred to in the agreements
therefor, if any; and to post-default claims of (a)
$300,000 for customary and usual professional fees, and (b)
fees of the United States Trustee.

On November 27, 1998, the Company announced its receipt of
a commitment from a third party financier to provide
debtor-in-possession financing ("Third Party DIP
Financing") subject to a number of conditions, including
pertinent approvals of the bankruptcy court. Under the
terms of such commitment, up to $5.5 million of funds to be
provided by the third party may be applied to repayment of
the DIP Loans. To the extent such DIP Loans remain
outstanding, they will be subordinated to the interests of
the Third Party DIP Financing.


LOTTOWORLD: Files Chapter 11 as Sales Decline
---------------------------------------------
LottoWorld Inc., a Naples, Fla.-based publisher of
magazines for lottery fans, has filed for chapter 11
protection in Tampa, Fla., according to The Tampa Business
Journal. No assets or liabilities were listed in court
documents, but there are nearly 200 creditors. LottoWorld
has laid off all but one of its employees, and it has gone
out of business and plans to liquidate its assets.
LottoWorld lost more than $2.4 million for the
nine-month period ending Sept. 30, compared to a loss of
$2.8 million the previous nine-month period. At one time,
LottoWorld had 80,000 subscribers worldwide and newsstand
sales of 125,000 issues. (ABI 07-Dec-98)


MOBILEMEDIA: Files Monthly Operating Report
-------------------------------------------
On November 30, 1998, MobileMedia Corporation, MobileMedia
Communications, Inc. and all of the subsidiaries of
MobileMedia Communications filed with the United States
Bankruptcy Court for the District of Delaware their monthly
operating report for the month ended October
31, 1998.

On September 3, 1998, the Company completed the sale of 166
transmission towers to Pinnacle Towers, Inc. ("Pinnacle")
for $170 million in cash. Under the terms of a lease with
Pinnacle, the Company will lease antenna sites located at
these towers for an initial period of 15 years at an
aggregate annual rental of $10.7 million.

The company reports a net loss of $5.7 million for the
month ended October 31, 1998.


MONTGOMERY WARD: HQ Buyer Overbid, Developers Say
-------------------------------------------------
If word on the street is any gauge, the new offer presented
by the contracted buyer of Montgomery Ward & Co.'s 28-acre
headquarters compound is a lot less than the initial offer
of $110 million. The retail acknowledged last week that it
received a new offer from Ocean Atlantic Development Corp.
but would say only that the bid "varies the structure of
the prior agreement." Montgomery Ward is evaluating the new
offer for its Chicago property, which includes a parking
garage, merchandise building, catalog building, and 27-
story tower, home of the retailer's corporate offices. The
office building is expected to receive historic landmark
designation by the city later this year.  Local developers
estimate the property's value at closer to $70 million,
rather than $110 million, and say Alexandria, Va.-based
Ocean Atlantic's original offer was unrealistic. (The Daily
Bankruptcy Review and ABI Copyright c December 7, 1998)


NORD RESOURCES: Stock Purchase Reported
---------------------------------------
MIL (Investments) S.A., a Luxembourg corporation
purchased 632,700 shares of Nord Common Stock in a series
of open market transactions between November 23, 1998 and
November 27, 1998, for an aggregate purchase price of
approximately $768,000. The Purchase Price was paid in cash
from MIL's working capital. MIL is the beneficial and
record owner of 6,862,800 shares of Nord Common Stock,
representing approximately 31.3% of the issued
and outstanding shares of such Nord Common Stock based upon
information provided by Nord.

Mr. J.R. Boulle, a British citizen, is the indirect
beneficial owner of approximately 40% of America Mineral
Fields Inc., a Canadian corporation listed on the Toronto
Stock Exchange ("AMF"), that is engaged in preliminary
discussions relating to a possible business combination
involving Nord and AMF.

MIL and Mr. J.R. Boulle may be deemed to hold shared power
to direct the vote and to direct the disposition of the
Nord Shares by virtue of Mr. J.R. Boulle's beneficial
ownership of all of the issued and outstanding capital
stock of MIL. Two of MIL's three directors must
approve any corporate action.


OMEGA ENVIRONMENTAL: Reports Unaudited Financial Statement
----------------------------------------------------------
On December 1, 1998, the Registrant filed unaudited
financial statement information as of and for each of the
months ended September 30, 1998 and August 31, 1998 with
related notes with the United States Bankruptcy Court.  

As of September 30, 1998, the Company's borrowings from BNY
Financial Corporation ("BNYFC") were $21,649,400.  In June,
the Company successfully negotiated with BNYFC for
continuance of debtor-in-possession financing through
December 31, 1998.

For the period ending September 30, 1998, the company
announced a net loss of ($495,910).


ORBIT FR: Annual Stockholder Meeting Announced
----------------------------------------------
Orbit/FR, Inc. sent a letter inviting stockholder to its
annual meeting to be held on Tuesday, December 15, 1998 at
10:00 a.m., local time, at the Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801.

The proposals for the Annual Meeting relate to (i) the
election of four (4) directors and (ii) the ratification of
the Board of Directors' appointment of Ernst & Young LLP,
independent auditors for the Company for the fiscal year
ending December 31, 1998.


PARAGON TRADE: Seeks Nod To Sell Facility For $1.2M
---------------------------------------------------
Paragon Trade Brands Inc. is seeking court authorization to
sell its shuttered manufacturing facility in Oneonta, N.Y.,
to Drogen Wholesale Electric Supply Inc. for $1.15 million,
subject to adjustment. Marketing of the facility, which was
shut down early in 1997, began prior to and has continued
since the petition date. The diaper maker expects to
realize a "modest" gain on its investment in the Oneonta
facility, which Paragon acquired in 1996. (Federal Filings
Inc. 07-Dec-98)


PARKS SAUSAGE: Seeks Buyer
--------------------------
Parks Sausage Co., Baltimore, is seeking a buyer for the
47-year old company, The Baltimore Business Journal
reported. Co-owner and President Lydell Mitchell would not
comment on a potential sale or closing of its 133,000-foot
headquarters and plant, and said that anything is possible
but it is business as usual right now. The company's
plan to spend about $600,000 to $800,000 to market its
products, including a promotional campaign with Tropicana
Orange Juice, did not yield the results he wanted. Parks
was at one time among the best-known and most successfully
minority-owned businesses. In June 1996, it filed for
chapter 11 protection with more than $8 million in
liabilities; it filed after losing contracts with two of
its largest clients, Domino's and Pizza Hut.
In September that year, Mitchell and co-owner Franco Harris
bought the company for about $1.7 million; more than half
of the debt was forgiven by secured creditors in order to
make that deal. The company's financial problems have
continued under the new owners. (ABI 07-Dec-98)
    

PETRIE RETAIL: Urban Brands Stuns Petrie With $61M Bid
------------------------------------------------------
Urban Brands Corp. outbid competitor Charming Shoppes Inc.
(d/b/a Fashion Bug) for Petrie's remaining 98 stores by
submitting a $61.25 million offer at a dramatic Dec. 1
auction. Prior to the auction, Petrie and the creditors'
committee agreed to sell the apparel retailer's 98 shops to
Bensalem, Penn.-based Fashion Bug for $37 million under an
agreement that was to serve as the basis for a liquidating
plan. (Federal Filings Inc. 07-Dec-98)
   

PINNACLE BRANDS: Seeks 90-Day Exclusivity Extension
---------------------------------------------------
Pinnacle Brands Inc. has asked the court for a 90-day
exclusivity extension, through Feb. 18, to complete the
sale of its sports trading card business to Playoff Corp.
"Given the current status of these cases, an extension of
the Exclusive Periods is necessary and appropriate to
enable the Debtors to conclude the sale process with
Playoff, to evaluate and implement a restructuring strategy
with respect to their remaining assets, principally
consisting of the assets related to their Optigraphics
business, and work towards the implementation of a
consensual plan which provides for the distribution of the
sale's proceeds and the disposition and/or reorganization
of the Debtors' remaining assets," the company argued.
(Federal Filings Inc. 07-Dec-98)


ROLLING PIN: Files Amendment To Registration Statement
------------------------------------------------------
Rolling Pin Kitchen Emporium Inc. filed an amendment to its
Registration statement with the SEC on December 1, 1998.
This prospectus relates to the offering of up to 1,500,000
shares of Class A common stock, par value $.01 per share.
A full-text copy of the filing is available via the
Internet at:

http://www.sec.gov/Archives/edgar/data/0000950116-98-
002341.txt


SANTA FE GAMING: Condition of Exchange Offer Not Satisfied
----------------------------------------------------------
Pioneer Finance Corp. ("Pioneer"), a subsidiary of Santa Fe
Gaming Corporation, ("Santa Fe") a diversified gaming
company headquartered in Las Vegas, announced today that
Santa Fe will file a Form 8K with the Securities and
Exchange Commission ("SEC") reporting the results upon
expiration of the exchange offer and consent solicitation
with respect to its 13-1/2% First Mortgage Bonds due
December 1, 1998. The minimum condition with respect to the
exchange offer was not satisfied, therefore the exchange
offer will not be consummated. Pioneer did receive and
accept consents from holders of Pioneer Notes representing
approximately $45.8 million principal amount, or 76.4% of
the outstanding Pioneer Notes and will implement the terms
provided in the consent solicitation, as amended and filed
by Santa Fe with the SEC and briefly outlined below.

Pursuant to the consents, Pioneer will purchase on a pro-
rata basis from all consenting holders, an aggregate $6.5
million principal amount of 13-1/2% Notes, plus accrued
interest. Pioneer also expects to repurchase from non-
consenting holders their pro-rata amount of 13-1/2% Notes
upon consummation of the plan of reorganization referenced
below.

The indenture governing the Pioneer Notes will be amended
to reflect certain amendments proposed and accepted in
connection with the consent solicitation. In addition,
Santa Fe will provide collateral for its currently
unsecured guarantee of 13-1/2% Notes, through the pledge of
stock of several of its subsidiaries and a grant of liens
on substantially all of its other assets.

Pursuant to the consents, the consenting holders have
agreed, among other things, to forbear against exercising
remedies until December 15, 2000 as a result of a failure
to pay the principal and interest on the Pioneer
Notes at the December 1, 1998 maturity date. Pioneer has
agreed to seek confirmation of a plan of reorganization
that provides for treatment of the Pioneer Notes in a
manner substantially the same as proposed in the exchange
offer, and the consenting holders have agreed to vote to
accept such a plan of reorganization. Any such plan of
reorganization would also be subject to approval of the
bankruptcy court, and potentially of other creditors. No
assurance can be given that the plan of reorganization to
be submitted by Pioneer will be approved. In connection
with a Pioneer bankruptcy proceeding, it is possible that
Pioneer Hotel Inc., which owns and operates the Pioneer
Hotel & Gambling Hall, and Santa Fe may file for bankruptcy
relief.

In addition, Santa Fe announced today that it has been
advised by the American Stock Exchange that it does not
fully satisfy all the guidelines for continued listing of
Santa Fe's common and preferred stock. Accordingly, there
can be no assurance that such stock issues will continue to
be listed on the exchange.

Santa Fe Gaming Corporation owns and operates the Santa Fe
Hotel and Casino in northwest Las Vegas and the Pioneer
Hotel & Gambling Hall in Laughlin, Nevada. In addition, the
Company holds several real estate parcels for future
development within or in the area surrounding Las Vegas,
Nevada.


SUNBEAM: Heading For Bankruptcy?
--------------------------------
The Palm Beach Post reports on November 30, 1998 that
speculation abounds in the financial press that Sunbeam
Corp. (NYSE: SOC) may be heading for a springtime
restructuring of some sort, possibly filing
for Chapter 11 bankruptcy reorganization.

That's due in large measure to the $2.2 billion debt the
Delray Beach-based company is carrying and the late winter
expiration of a forbearance agreement with its lenders.
Also fueling speculation is the theory that part-time Palm  
Beacher Ronald Perelman, who holds 14 percent of Sunbeam's
stock and warrants to buy another 14 percent, may use
bankruptcy court proceedings to gain
control  of the company.

But Sunbeam Chief Executive Officer Jerry Levin says the
company is committed to a long-term course of rebuilding,
that its financing is in place and that a Chapter 11 filing
is in nobody's interest, including Perelman's.


SYQUEST TECHNOLOGY: Deadline Extended for Sale
----------------------------------------------
The Nov. 25 deadline for the sale of SyQuest Technology
Inc. has been extended until Wednesday as negotiations
continue between the Fremont, Calif.-based company and an
unnamed potential buyer, according to a newswire report.
Immediately following its chapter 11 filing in November,
SyQuest signed a letter of intent for the sale of its
patents and other intellectual property, as well as
manufacturing and development equipment, finished
goods, work in process and raw material inventory for disk
drives and cartridges. SyQuest suspended operations on Nov.
2. (ABI 07-Dec-98)


TOLLYCRAFT YACHT: Quarterly Report
----------------------------------
Tollycraft Yacht Corporation filed a quarterly report with
the SEC for the quarterly period ended September 30, 1998.

During the third quarter, the management of Tollycraft
Yacht Corporation was concentrating efforts on finalizing
joint venture agreements with the Mexican partners and the
acquisition of additional land parcels from the Mexican
government.  These are the final steps in Tollycraft's plan
of relocating the production facilities to Mexico.  Plans
for the relocation of corporate headquarters to southern
Florida were also ongoing.
                      
During the third quarter of 1998, Tollycraft Yacht
Corporation completed negotiations with the Company's
largest secured creditors for the conversion
of debt to equity.  On June 29, 1998 the Company announced
that it would convert its total debt of approximately
$14,850,000 to equity in the form of free trading preferred
shares of Tollycraft Yacht Corporation stock.  This
conversion will represent 100% payment to all of the
Company's creditors as of June 30, 1998.  In addition to
the preferred shares being issued each creditor

The Company has previously announced three signed letters
of intent for joint ventures in the Yucatan.


UNITED HEALTHCARE: Announces Private Offering
---------------------------------------------
United Healthcare Corporation announced that on November
19, 1998 it priced an aggregate of $650 million
of unsecured senior notes in a Rule 144A private offering.
The placement consists of $400 million unsecured senior
notes due December 1, 1999 with a coupon of 5.65 percent,
priced at par, and $250 million unsecured senior notes due
December 1, 2003 with a coupon of 6.60 percent, priced at
99.771 percent to yield 6.654 percent. The transaction is
expected to close November 24, 1998.

The company intends to call for redemption of all 500,000
outstanding shares of its 5.75 percent Series A Convertible
Preferred stock, liquidation preference$1,000 per share
before the end of 1998. The redemption price per share of
Preferred Stock, if redeemed during the 12-month period
beginning October 1, 1998, is $1,040.25 plus accumulated
and unpaid dividends.  If the holders of Preferred Stock do
not elect to convert the Preferred Stock into company
common stock prior to the redemption date, the company
expects to use the proceeds from the offering made hereby
to pay the redemption price. If the holders do elect to
convert the Preferred Stock into common stock, the company
may use the proceeds from the offering made hereby to
repurchase such common stock from such holders, to make
open-market repurchases of common stock, or for the other
general corporate purposes set forth above. The Preferred
Stock is convertible into common stock at a price
equivalent to $49.477 share of common stock. The closing
sale price of the common stock on the New York Stock
Exchange on November 19, 1998 was $48.5625 per share.

The senior notes have not been registered under the
Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable
exemption from registration requirements. The company
intends to file a registration statement under the
Securities Act of 1933 under which the senior notes due
December 1, 2003 will be eligible for exchange into
registered notes with substantially identical terms. Any
such exchange will be made only by means of a prospectus.


VANGUARD AIRLINES: J.F. Shea Co. Reports Stock Ownership
--------------------------------------------------------
J.F. Shea Company, Inc. reports to the SEC that on August
6, 1998 and August 12, 1998, J.F. Shea Co., Inc., exchanged
warrants to purchase 6,048,000 shares of Common Stock of
Vanguard Airlines Inc. for an aggregate of 4,055,977 shares
of Common Stock pursuant to the cash less exercise
provisions of such warrants. On August 14, 1998, J.F. Shea
Co., Inc. purchased 1,702,500 shares of Common Stock
pursuant to the exercise of outstanding options in an
aggregate of $851,250.

As of November 30, 1998, JFSCI held and beneficially owned
22,348,888 shares of Common Stock, which represented
approximately 25% of the sum of the 85,356,528 shares of
Common Stock outstanding as of September 30, 1998, and the
3,024,000 shares of Common Stock issuable upon the
conversion of the Series A Preferred Stock. As of
November 30, 1998, Mr. Edmund Shea beneficially owned a
total of 365,000 shares of Common Stock. Mr. Edmund Shea,
Mr. Peter Shea, Mr. John Shea and James Shontere may be
deemed to be the beneficial owners of the 22,348,888 shares
of Common Stock owned by JFSCI by virtue of their stock
ownership in JFSCI and their position as a director and
executive officer of JFSCI. The 22,713,888 shares of
Common Stock

Mr. Edmund Shea may be deemed to beneficially own
represents approximately 26% of the sum of the 85,356,528
shares of Common Stock outstanding as of September 30,
1998, the 3,024,000 shares of Common Stock issuable upon
the conversion of the Series A Preferred Stock,
and the Option for 200,000 shares held by Mr. Edmund Shea.
Of the 22,713,888 shares of Common Stock Mr. Edmund Shea
may be deemed to beneficially own, 22,348,888 shares are
held by JFSCI, of which Mr. Edmund Shea is a director,
executive officer and stockholder, 200,000 shares are held
by Mr. Edmund Shea in the form of an immediately
exercisable option, 90,000 shares are held by the E & M
R.P. Trust, a California trust (the "Trust"), of which Mr.
Edmund Shea is a trustee, and 90,000 shares are held by
Siam, of which the Trust is the general partner. Mr. Edmund
Shea disclaims beneficial ownership of the shares held by
Siam, except to the extent of the Trust's interest in Siam.
The Trust has a 4.97% interest in Siam.


Meetings, Conferences and Seminars
----------------------------------
December 10-12, 1999
   THE AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      The Emerged & Emerging New Uniform Commercial Code
         Sheraton New York Hotel, New York City
            Contact: 1-800-CLE-NEWS

January 9-14, 1999
   Law Education Institute
      Bankruptcy Law Course -- 1999 National CLE Conference
         Marriott's Vail Mountain Resort, Vail, Colorado
            Contact: 1-414-228-5810

January 28-February 1, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      38th Annual Southern District Meeting
         Royal Sonesta Hotel, New Orleans, Louisiana
            Contact: 1-423-971-1551

February 18-21, 1999
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact: 1-702-382-9558

Febraury 28-March 3, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1999
   NORTON INSTUTUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

March 25-27, 1999
   Southeastern Bankruptcy Law Institute, Inc.
      25th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         


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

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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  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
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information, contact Christopher Beard at 301/951-6400.  

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