TCR_Public/990106.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    Wednesday, January 6, 1999, Vol. 3, No. 3


AMPACE: Files Current Report With SEC
BOSTON CHICKEN: Seeks 150-Day Exclusivity Extension
CUSTOM TEXTILES: Converts from Chapter 11 to Chapter 7
DAUPHIN TECHNOLOGY: Files Quarterly Report With SEC
DOMINION BRIDGE: To Sell Shares In McConnell Dowell

GENEVA STEEL: "Possible Bankruptcy" Was Speculation
GALILEO CORP: Files Annual Report With SEC
HARVEY ELECTRONICS: Dealer Agreement To Be Cancelled
HAYES CORP: Closes Doors; Can't Emerge From Bankruptcy
HOMEPLACE: Seeking To Close, Liquidate Four Stores

IRIDIUM LLC: To Purchase Claircom Phone Business From AT&T
MARVEL ENTERPRISES: Amendment to Registration Statement
NEXTWAVE TELECOM: Parent Joins 4 Subsidiaries In Bankruptcy
NU-KOTE: Committee Applies To Hire Counsel
PITTSBURGH PENGUINS: Retains Investment Banking Firm

PLANET HOLLYWOOD: Reports Stock Sale
PLUMA INC: To Cut Workforce and Close Plants
PRESLEY COMPANIES: Proposed Purchase of WL Homes
SABA PETROLEUM: Agreement and Plan of Merger
SALANT CORP: Hearing Set to Approve Disclosure Statement

SANTA FE GAMING: Files Annual Report
SCOTT CABLE: Says Court Decision Contains Errors
SMITH TECHNOLOGY: Court Confirms Plan
TOWN & COUNTRY: Announces Lay Offs
TRANSAMERICAN ENERGY: Transfers Ownership of Refinery

VERTEX COMPUTER: Enters Into Combined Agreement
YBM MAGNEX: Shareholder Class Action Suit Filed


AMPACE: Files Current Report With SEC
In a press release dated December 15, 1998, the company
reported that as part of its continuing reorganization,
Ampace Corporation filed for Chapter 11 Bankruptcy  
protection in Wilmington, Delaware.  David Freeman, CEO,
stated "that Ampace needed time to either complete
negotiations with buyers interested in purchasing a
substantial portion of the company's assets or
participating in restructure of the company's business.  
The Berwind Financial Group has been  assisting the company
in identifying buyer interest and sale negotiation.  The  
process is expected to be completed early next year.
States SEC - 01/04/99

BOSTON CHICKEN: Seeks 150-Day Exclusivity Extension
Boston Chicken Inc., seeking a 150-day exclusivity
extension, said it is too soon to determine the outcome of
the company's turnaround efforts and gauge the financial
consequences.  The Dec. 31 motion asks for an extension of
the company's exclusive periods to file a plan and solicit
plan acceptances through July 2 and Sept. 1, respectively.  
The exclusive periods are currently scheduled to expire
Feb. 2 and April 3, respectively.  Boston Chicken asserted
that it has devoted much time and effort to ensuring
operational liquidity and stabilized operations, "however,
before the Debtors are in a position to submit a meaningful
plan of reorganization, there must be a passage of time to
determine the economic impact of the measures implemented
by the Debtors and the turnaround plan as a whole."
(Federal Filings Inc. 05-Jan-99)

CUSTOM TEXTILES: Converts from Chapter 11 to Chapter 7
Custom Textiles, which filed chapter 11 in mid-December,
last week converted the case to a chapter 7 bankruptcy and
will liquidate its assets, The Herald reported. The
Bessemer City, S.C., company listed $6.5 million in assets
and $11.5 million in liabilities. Custom Textiles,
owned by the Twadell family, is still waiting for an
insurance payment for a fire that destroyed its
plant in Rock Hill, S.C., in November 1997, which forced
the company to move its operations to Bessemer City. (ABI

DAUPHIN TECHNOLOGY: Files Quarterly Report With SEC
Dauphin Technology Inc. filed its quarterly report for the
quarter ended September 30, 1998

As of November 12, 1998, the number of Shares of the
Company's Common Stock, $.001 par value, 38,742,214 was
issued and 38,058,760 was outstanding, with 683,454
treasury shares.

The revenues, as compared from third quarter of 1998 to
1997, have increased from $1,106,000 to $1,286,000. The
increase was due to shipments of Orasis. Overall revenues
for the first nine months of 1998 in comparison to
the first nine months of 1997 have increased from
$1,466,000 to $3,905,000. The increase in 1998 is primarily
due to nine months of operations of RMS as a Dauphin
subsidiary in comparison to only four months in 1997.  
Overall, the gross profit percentage is approximately
sixteen percent.

The (loss) after tax increased for the third quarter of
1998 to ($1,524,000) or ($0.04) per share from ($546,000)
or ($0.02) per share in 1997. Year to date the
loss for 1998 is $3,389,000 in comparison to $1,186,000 in
the same time last year.  

During the third quarter of 1998, total assets decreased to
$6,909,000 at September 30 from $7,269,000 at December 31,
1997.  The Company issued an additional $1,700,000 of
Convertible Subordinated Debentures, which increased
the cash balances from quarter to quarter.  However,
continued expenditures on Research and Development,
acquisition of the components to produce initial
quantities of product for sale, and write-down of certain
obsolete inventory, caused the overall decrease in total

Total liabilities increased by approximately $1,741,000 as
a result of issuance of Subordinated Convertible
Debentures, increase in payables due to purchases of
inventory, net of repayment of some short-term liabilities.

DOMINION BRIDGE: To Sell Shares In McConnell Dowell
Dominion Bridge Corporation (DBC) and their advisors,
Rodrigue Biron & Associes, announce that DBC entered  
into an agreement to sell its 26,505,256 shares (63.8
percent of shares outstanding) in Australian based
McConnell Dowell Corporation Limited (MDC) to  
LTA Limited, a South African based construction company
controlled by the major South African conglomerate, Anglo

The agreement provides for a price of A$3.20 per share, for
a total consideration of A$84.8 million (C$86.0 million or
US$55.3 million at exchange rates prevailing on December
31, 1998). The price represents a premium of 8.5  
percent over the A$2.95 closing market price on December
29, 1998, on the Australian Exchange.

Rodrigue Biron & Associes Ltee, a Montreal, Canada-based
counsel in corporate mergers, acquisitions and
restructuring, advised Dominion Bridge Corporation  and its
subsidiaries, Cedar Group Canada Inc. and Cedar Group
Australia PTY  Limited, through which DBC's shares in MDC
are held.

The proposed transaction is subject to the applicable
Australian and Canadian laws and regulations.

Under Australian laws, the transaction is subject to the
approval of MDC shareholders, and a special general meeting
of shareholders is expected to be held in late February
1999. MDC has commissioned PriceWaterhouseCoopers to  
prepare an Independent Expert's Report including a
statement as to whether the transaction is fair and
equitable for the minority shareholders of MDC.  
Following this report, the Independent Directors of MDC
will make a formal recommendation to MDC shareholders.

Under Canadian laws, since DBC and Cedar Group Canada have
filed a Notice of Intention to File a Proposal under the
Bankruptcy and Insolvency Act, the agreement is subject to
the approval of the creditors of Cedar Group Canada Inc.
and those of DBC, as well as to Court approval.

Given these requirements, the transaction is expected to
close in the first half of March, 1999.

The proceeds of the transaction will be used in priority to
repay debt owed severally by Cedar Group Canada and DBC to
secured creditors. Such creditors are principally BNY
Financial Corporation - Canada, Lamar Investments Inc. and  
Wellgate International Ltd. As at August 11, 1998, when DBC
and Cedar Group Canada filed their Notice of Intention, the
secured claims of these three  creditors totaled US$46.5

GENEVA STEEL: "Possible Bankruptcy" Was Speculation
Geneva Steel Co. CFO Dennis Wanlass said yesterday that a
comment by Standard & Poor's about a possible bankruptcy
filing was "speculation;" he said the company has engaged
legal and financial advisers about its alternatives since
it was expecting to miss this month's interest payment on
its 9.5 percent senior notes, Reuters reported. S&P's cut
the corporate credit and senior unsecured debt ratings for
the company on Dec. 31 to double "C" from triple "C" and
viewed "a voluntary bankruptcy filing as likely." Wanlass
said the company is in talks with creditors but that S&P's
did not come to that conclusion through conversations with
Geneva's management. The company reported a loss of $18.9
million for the year ended September 1998. Geneva has about
$325 million of indebtedness to senior noteholders. (ABI

GALILEO CORP: Files Annual Report With SEC
Galileo Corp. filed an annual report with the SEC for the
fiscal year ended September 30, 1998.  The complete text  
filing is available via the Internet at:

The company reports Fiscal Year 1998 Compared to Fiscal
Year 1997:

Revenues for fiscal 1998 of $44.3 million increased $10.2
million, or 30%, from revenues of $34.1 million in fiscal
1997. Current fiscal year revenues from acquisitions,
particularly OFC, have more than offset the loss of fiscal
1997 revenues from Xerox.

Revenues for Medical Endoscope Products for fiscal 1998 of
$2.7 million were negatively impacted by the failure to
complete a marketing relationship for an application-
specific endoscope and lower than expected product
requirements by the Company's marketing partners. As a
result, during the fourth quarter of fiscal 1998, the
Company terminated its Medical Endoscope Products business.

Gross profit (as a percentage of revenues) for the year
ended September 30, 1998, of 26% decreased from 35% for
fiscal 1997. This decline was due primarily to the impact
of the reduction in the carrying costs of inventories to
fair market value ($2.9 million) and the loss of higher
margin Xerox-related revenues replaced by lower gross
margins from acquired businesses.

Included in operating results for the year ended September
30, 1998, is a charge of $0.6 million related to the
potential uncollectibility of receivables (net of
recoveries) from a medical endoscope customer that has
experienced severe liquidity issues.

The Company realized a net loss of $12.6 million, or a loss
of $1.65 per share in fiscal 1998, versus a net loss of
$11.2 million, or $1.63 per share, in fiscal 1997. The
benefit of increased revenues from acquisitions was offset
by lower product margins and the aforementioned
nonrecurring charges.

HARVEY ELECTRONICS: Dealer Agreement To Be Cancelled
Effective May 31, 1999, the Company's  Dealer  Agreement  
with one of its major suppliers,  Bang & Olufsen of
America,  Inc. is being cancelled.  Bang & Olufsen products
have been sold by the Company since 1980 and the line
represented approximately $1,176,000 or 6.8% of the
Company's net sales for the twelve month period ended  
October 31, 1998.  Bang & Olufsen will now focus on
developing licensed "Branded Stores" throughout the world,
of which there are  currently  more than 250 stores  
worldwide.  Bang & Olufsen's growth strategy is to double
this number in the next three years, including  more than
160 stores in the United States.  Accordingly, Bang &
Olufsen has cancelled its franchise agreement with the
Company and all other retailers  effective May 31,
1999. After this date, Bang & Olufsen products will only be
available in Branded Stores. In conjunction with this, the
Company is pleased to announce that it has received a
commitment  from Bang & Olufsen to open Branded  Stores in
Manhattan, Long Island and Connecticut.  Bang & Olufsen has
authorized Harvey to open up to five Branded Stores, but no
assurance can be given about the number of Branded
Stores that Harvey will open.

As of October 31, 1998, the Company and The  Thornwater  
Company,  L.P.("Thornwater") have mutually agreed to
terminate (i) the Financial Advisory and Investment  
Banking Agreement dated as of April 6, 1998 with Thornwater
and (ii)the  Underwriting  Agreement  dated  March 31,  
1998 among the  Company,  Harvey Acquisition  Company,  LLC
("HAC") and Thornwater.  In addition, Thornwater has
agreed  to  modify  the  "lock-up"  provisions  with  
respect  to  shares of the Company's common  stock owned by
HAC,  and all  officers  and  directors of the
Company. Each lock-up period has been reduced but shall
remain in full force and effect until January 1, 1999.

As of October 12, 1998, pursuant to the unanimous written  
consent of the managers of HAC,  85,000  shares of the  
Company's  common  stock which had been transferred  
without  consideration  by HAC during  November,  1997,  to
certain employees,  officers  and  directors  of the  
Company  are no longer  subject to forfeiture.  As a
result, the Company will record in fiscal year ended  
October 31, 1998 a charge to earnings  for the fair market
value of the shares which has not previously been recorded
by the Company.

HAYES CORP: Closes Doors; Can't Emerge From Bankruptcy
(Grant Buckler, Newsbytes; 01/05/99). Hayes Corp.
[NASDAQ:HAYZ] has closed its doors. The 21-year-old modem
manufacturer was unable to emerge from its second brush
with bankruptcy, apparently because a financial backer
pulled the plug.

Hayes entered bankruptcy protection in October, saying it
hoped that doing so would allow it to refocus its business
strategy and operations. On Monday, however, the company
gave up. United Press International reported that
a finance company forced Hayes to close, and that about 250
employees were sent home without a severance package.

Calls to Hayes' headquarters rang unanswered, and the voice
mailbox of the company's chairman and chief executive
officer, Ron Howard, was full, as was that of its public
and investor relations department. A spokesman at the New  
York public relations agency Morgan-Walke Associates, which
has worked with Hayes on financial issues in recent months,
would not comment, except to say the company has not issued
a statement "as of yet" but that there might be  
further information later in the day.

Hayes stock is not currently trading.

The company's net sales in the third quarter of fiscal
1998, which ended Oct. 3, were $24.5 million, down from
$51.8 million in the third quarter of 1997. It reported a
net loss of 99 cents per share in the quarter.

Hayes dominated the modem market in the 1980s, when
compatibility with standards set by Hayes defined modems in
much the same way as compatibility with IBM personal
computers defined PCs. It began to falter in the 1990s,  
though, and in 1996 was forced to file for Chapter 11
protection for the first  time. The company emerged from
that bankruptcy proceeding, with Howard taking over the
reins from founder Dennis Hayes.

HOMEPLACE: Seeking To Close, Liquidate Four Stores
HomePlace Stores Inc. is seeking approval to hire a joint
venture comprised of Gordon Brothers Retail Partners LLC,
The Nassi Group LLC, and Alco Capital Group Inc. to conduct
going-out-of-business sales at four stores. Noting that it
would commence the liquidation as quickly as possible to
maximize inventory value, HomePlace explained that it had
solicited bids and negotiated with other parties interested
in liquidating the locations earlier this month, but
awarded the joint venture contract, subject to higher bids,
after the group submitted an offer to pay the company 77
percent of the inventory's value. (The Daily Bankruptcy
Review and ABI Copyright c January 5, 1999)

IRIDIUM LLC: To Purchase Claircom Phone Business From AT&T
Iridium LLC announced December 22, 1998 that it has reached
an agreement to purchase Claircom Communications Group,
Inc. from AT&T and Rogers Cantel for $65 million in cash
and debt. The acquisition is subject to regulatory

Claircom's inflight telephone services will complement
Iridium's portfolio of services tailored for the business-
traveling professional. Following completion
of the transaction, the Claircom installations will carry
the Iridium brand, and will be integrated into Iridium's
global wireless telephony and paging offering.

Seattle-based Claircom began revenue service in 1993, and
is the second largest provider in the United States of
telephone communications to commercial airplanes. Claircom
owns and operates a digital air-to-ground telephony network
consisting of 160 ground stations distributed across the
United States, Canada and Mexico, and two switching
centers. The network currently serves passengers with more
than 100,000 inflight telephones on approximately 1,700
commercial and executive aircraft. Claircom is also a major
marketer of international aeronautical equipment for
satellite services, with installations on over 200

MARVEL ENTERPRISES: Amendment to Registration Statement
On December 31, 1998,Marvel Enterprises Inc. filed
amendment No.2 to the Registration Statement with the SEC.
The Prospectus covers 36,642,683 Shares of Common Stock
and 15,620,234 Shares of 8% Cumulative Convertible
Exchangeable Preferred Stock of MARVEL ENTERPRISES, INC.

A full-text copy of the filing is available via the
Internet at:

NEXTWAVE TELECOM: Parent Joins 4 Subsidiaries In Bankruptcy
NextWave Telecom Inc., the parent of four bankrupt personal
communication provider subsidiaries including NextWave
Personal Communications Inc., filed for Chapter 11 on Dec.
23.  The petition places the parent's assets and
liabilities at about $12.9 million and $322.8 million,
respectively, as of Oct. 31.  The holding company's balance
sheet shows assets of $640.9 million, which includes $628
million of intercompany receivables, however, the
colllectability of the receivables is "highly suspect," and
the company reduced its assets by $628 million for petition
purposes.  The San Diego-based company, formed in 1995 to
hold the stock of its subsidiaries, estimated the existence
of between 200 and 999 creditors and that unsecured
creditors will receive distribution.  (Federal Filings Inc.

NU-KOTE: Committee Applies To Hire Counsel
The official Committee of Unsecured Creditors of
International Communication Materials, Inc. seeks to employ
Poyner & Spruill, LLP as lead bankruptcy counsel and Mendes
& Gonzales, PLLC as local counsel.  

The firms will be responsible to:

Analyze the assets of the debtor and any pre-petition
transfers of assets and potential causes of action the
Committee may have against third parties; analyze the
assets of the consolidated debtors in order to evaluate
substantive consolidation; review pleadings and
correspondence; analyze the debtor's plan and disclosure
statement; represent the Committee with respect to
bankruptcy issues, in the context of the debtor's pending
Chapter 11 case and represent the Committee in connection
with any adversary proceeding; coordinate and confer with
counsel of other committees in order to share information
and minimize duplication.

Both firms will be paid by submitting fee applications in
accordance with requirements of the Court.
The customary hourly rates of Mendes & Gonzales range from
$175 per hour for partners to $75 per hour for legal

The customary hourly rates Poyner & Spruill range from $240
per hour to $90 per hour.

PITTSBURGH PENGUINS: Retains Investment Banking Firm
Pittsburgh Penguin co-owner Roger Marino has retained Game
Plan LLC, a Boston-based sports and entertainment
investment banking firm, to help raise capital from local
investors for the hockey team, The Pittsburgh Business
Times reported. The team filed for chapter 11 protection in
October and recently secured a $20 million credit facility
from the French bank Societe Generale.

PLANET HOLLYWOOD: Reports Stock Sale
Planet Hollywood International Inc. reports registered
shares consisting of 5,699,237 shares of Class A common
stock previously owned by a certain selling stockholder and
10,000,000 shares of the Class A common stock which the
selling stockholder will acquire from Leisure
Ventures Pte Ltd., a Singapore corporation.
The selling stockholder may offer the registered shares for
sale through public or private transactions, on or off the
New York Stock Exchange, at prevailing market prices, or at
privately negotiated prices.

Effective November 10, 1998, Keith Barish resigned as
Chairman of the Board of Directors. At a special Board of
Directors meeting held on November 10, 1998, the Board
elected Robert Earl to serve as new Chairman. Mr. Barish
remains as a member of our Board of Directors.

In an effort to cut down general and administrative
expenses, in November and December of 1998, the company
reduced overhead staff by approximately 70 employees in  
corporate offices world-wide.

PLUMA INC: To Cut Workforce and Close Plants
Fleece and jersey activewear manufacturer Pluma Inc., Eden,
N.C., said yesterday it will close two plants and six
outlet stores and cut 21 percent of its workforce by April
1 to reduce expenses, according to Reuters. The company
reported greater losses for the fourth quarter than
it had anticipated. Pluma is implementing a restructuring
plan to save $14.6 million this year. It will consolidate
its Eden sewing facility and close its sewing facility in
Rocky Mount, Va. (ABI 05-Jan-99)

PRESLEY COMPANIES: Proposed Purchase of WL Homes
On December 31, 1998, The Presley Companies, a California
corporation and a wholly owned subsidiary of the Company,
and William Lyon Homes, Inc., a corporation which is
controlled by General William Lyon, entered into a non-
binding letter of intent with respect to (i) the proposed
purchase by Presley-Cal. of all or substantially all of the
assets of WL Homes for a cash purchase price of two times
(2x) book value (approximately $48 million) and the
assumption of all or substantially all of the liabilities
of WL Homes, and (ii) the proposed concurrent purchase by
WL Homes pursuant to a tender offer of between 40% and
49% of the outstanding Common Stock of the Company (other
than shares held by William Lyon) for a purchase price of
$0.62 per share.  

The Acquisition and the Offer are subject to the
negotiation and execution of a definitive agreement among
the parties and various other terms and conditions as set
forth in the Letter of Intent.  There can be no assurances
that the parties will ultimately enter into a definitive
agreement with respect to the Transactions or that the
conditions to the Transactions will be satisfied.

The Company and WL Homes have agreed in the Letter of
Intent that, subject to the fiduciary duties of their
respective boards of directors, they will negotiate
exclusively with each other towards a definitive agreement
until March 31, 1999.

SABA PETROLEUM: Agreement and Plan of Merger
Saba Petroleum Company reports to the SEC a proposed merger
with Horizontal Ventures, Inc.

Following the  disclosure  on  December  7, 1998,  by the  
Saba Petroleum Company and Horizontal  Ventures,  Inc.,  a
company  whose  shares are listed on the NASDAQ,("HVNV")
that the Board of Directors of the Company  approved HVNV's
proposal to merge with the Company (the  "Merger"),  the
Company,  HVNV and HVI  Acquisition Corporation,  a
Delaware  corporation and wholly owned subsidiary of HVNV
formed for the sole purpose of the Merger, ("Merger Sub")
entered into an Agreement And Plan Of Merger  (the  
"Agreement") on  December  18,  1998.  A majority of the
Company's disinterested Board members voted in favor of the
proposed Merger.

Essentially, the  principle  terms of the  Agreement  
provide that the Company shall be  merged  with and into  
Merger  Sub, the  separate  corporate existence  of the  
Company  shall cease,  and Merger Sub shall  continue as
the surviving  corporation under the name "Saba Petroleum
Company" and shall succeed
to and assume all the rights and obligations of Merger Sub.

The  economic   terms  of  the  Merger   provide  that  the   
Company's stockholders  will receive one share of HVNV
common stock for each six shares of the  Company's  Common
Stock  outstanding.  The terms of the Agreement further
provide  for the  treatment  of  Convertible  Debt  
Securities  and  options and warrants to acquire Common
Stock of the Company.  Provisions are included in the
Agreement for the Company's Series A Convertible Preferred
Stock and termination of the  Merger.  The Merger is
subject to  customary  conditions  including  the
approval of the Company's shareholders.

A  registration  statement  on Form  S-4 was  filed  by
HVNV  with  the Securities  and Exchange  Commission  on
December 22, 1998 including the preliminary Joint Proxy  
Statement/Prospectus that provides for the proposed
record  date of December  21,  1998 and the  proposed  
special  meeting  date of shareholders of February 5, 1998,  
pending and subject to the declaration by the SEC that the
registration statement has been declared effective.

SALANT CORP: Hearing Set to Approve Disclosure Statement
Salant Corporation today announced that the United States
Bankruptcy Court for the Southern District of New York has
scheduled a hearing for February 3, 1999 to consider the
approval of Salant's  Disclosure Statement for its chapter
11 plan of reorganization.

As previously announced, Salant filed its chapter 11 plan
on December 29,1998 in order to implement a restructuring
of its 10-1/2% Senior Secured Notes due December 31, 1998.
The Plan is supported by Salant's major note and equity  

Michael Setola, Chairman and Chief Executive Officer of
Salant, stated, "The scheduling of a hearing to approve the
Disclosure Statement is an important milestone in
furtherance of Salant's efforts to consummate promptly its
chapter 11 plan and successfully emerge from bankruptcy."  

SANTA FE GAMING: Files Annual Report
Santa Fe Gaming Corp. filed its annual report with the SEC
for the fiscal year ending September 30, 1998.

Consolidated net operating revenues for the year ended
September 30, 1998 were $112.8 million, a $7.8 million, or
7.5%, increase from $105.0 million for the same period in
fiscal 1997. Revenues increased by $8.8 million at the
Santa Fe and decreased by $100,000 at the
Pioneer. The prior period's revenues included a $700,000
gain on the sale of real property.

Total operating expenses, excluding the impairment loss of
$44.0 million, increased $5.1 million, or 5.1%, to $105.0
million for the year ended September 30, 1998 from $99.9
million in the year ended September 30, 1997.

Net loss decreased $5.0 million, or 66.0%, to $2.6 million
in fiscal 1998 from $7.6 million in fiscal 1997.
For Pioneer, net loss increased $44.5 million, or 517.2%,
to $53.1 million in fiscal 1998 from $8.6 million in fiscal

SCOTT CABLE: Says Court Decision Contains Errors
Scott Cable Communications Inc. has accused the bankruptcy
court of committing "a manifest error of law" in not
recognizing that the Bankruptcy Code gives the company the
ability to reduce the number of what would otherwise be
administrative creditors.  Charging that the court
"misperceived the central purpose and working of the Plan,
and that its conclusion of a tax avoidance purpose was a
manifest error," Scott Cable asked that the court
reconsider its Dec. 11 decision denying confirmation of the
prepackaged liquidating plan.  The court denied
confirmation of the plan and ruled in favor of the Internal
Revenue Service's right to some $30 million in proceeds
from the $165 million sale of the cable company's assets.  
The court held that the capital gains tax owed from the
proposed sale to Interlink Communications Partners LLLP
would amount to an administrative expense.  The plan
violates the Anti-Injunction Act and was proposed for the
principal purpose of tax avoidance, the court found.  
"[T]he Decision rests on two crucial errors, one of law and
one of mixed law and fact, which undermine the result that
the Court reached," according to Scott Cable. (Federal
Filings Inc. 05-Jan-99)

SMITH TECHNOLOGY: Court Confirms Plan
The court has confirmed Smith Technology Corp.'s joint
liquidating reorganization plan after some slight
modifications to the plan were made. Attached to the order
is the second amended plan, proposed jointly by the company
and lenders The Chase Manhattan Bank and BTM Capital Corp.
The plan, among other things, allows unsecured creditors
the option to waive rights to treatment under Class 6 of
the plan and instead preserve any claims against Smith,
Smith's professionals and/or directors and the lenders.
Under the plan, allowed administrative, priority, and
priority fee claims of Classes 1 through 3, respectively,
will be paid in full in cash from Smith's liquidating
trust. Unsecured claim holders will receive their pro rata
distribution of cash realized from the prosecution of D&O
claims, 50 percent of the net avoidance action recovery
and, only after Classes 1, 2, 3, and 5 have been satisfied
in full, the liquidating trust assets. The plan estimates
that unsecured creditors accepting the plan will recover
about 7.75 percent of their claim while non-accepting
creditors will recover about 3.7 percent.(The Daily
Bankruptcy Review and ABI Copyright c January 5, 1999)

TOWN & COUNTRY: Announces Lay Offs
Town & Country Fine Jewelry Group Inc. has laid off  
three-quarters of its U.S. workers, or about 260 employees,
because of poor sales during the fall season. As of Oct.
27, the company had 800 employees around the world,
including 350 in the United States.

Town & Country makes jewelry, including gold earrings,
bracelets and charms, at plants in the United States, China
and Thailand. The laid-off employees worked in Chelsea,
Mass., New York and Dallas, the company said Monday.

Parent company Town & Country Corp. filed for Chapter 11
bankruptcy protection in November 1997 and filed a revised
plan last March.  Last May, the company said it received
court approval of its plan to emerge from bankruptcy.

TRANSAMERICAN ENERGY: Transfers Ownership of Refinery
Prior to December 15, 1998, TransAmerican Refining
Corporation, a Texas corporation ("TARC"), a wholly owned
subsidiary of TransAmerican Energy Corporation, a Delaware
corporation ("TEC" or the "Company"), owned a refinery
located in the Gulf Coast region along the Mississippi
River approximately 20 miles from New Orleans, Louisiana.

TARC no longer owns the refinery, but maintains a non-
controlling equity interest in TCR Holding Corporation, a
Delaware corporation("TCR Holding"). TCR Holding owns a
controlling interest in TransContinental Refining
Corporation, a Delaware corporation ("TransContinental"),
the corporation that owns the refinery. TransContinental
intends to operate existing units and to complete
construction of additional units.

On December 15, 1998 a transaction took place in order to
provide additional capital for construction
of the refinery. The Transaction included the following:
(i) The issuance by TARC of $150 million aggregate
principal amount of its 15% Senior Secured Notes due
2003 (the "Notes") to certain purchasers (the "New

(ii)  the transfer by TARC to TCR Holding of substantially
all of its assets (the "Refinery Assets") in exchange
for (x) all of the capital stock of TCR Holding,

iii) the transfer by TCR Holding to TransContinental of the
Refinery Assets as a capital contribution and the
assumption by TransContinental of the debt and other
obligations of TARC assumed by TCR Holding on the date
of such transfer (including the Notes and the Tank
Storage Debt) other than the TARC Working Capital Loan;

(iv)  the acquisition from TARC by the New Lenders, certain
holders (the "TEC Holders") of TEC's 11 1/2% Senior
Secured Notes due 2002 and 13% Senior Secured Discount
Notes due 2003 (the "TEC Notes") and certain of the
holders of the TARC Subordinated Notes (together with
the TEC Holders, the "Purchasers") of TCR Repurchasable
Preferred Stock representing 30.0% of the Residual
Equity of TCR Holding and TCR Non-Repurchasable
Preferred Stock representing 29.6% of the Residual
Equity of TCR Holding.

(v)   the grant by TARC of a security interest in the TCR
Voting Preferred Stock to secure the TARC Intercompany
Loan and the collateral assignment of such security
interest by TEC to secure the TEC Notes, the grant by
TCR Holding to TEC of a security interest in the common
stock of TransContinental to secure the TARC Working
Capital Loan, the collateral assignment of such
security interest to secure the TEC Notes, and the
provision in the TCR Voting Preferred Stock of the
right of holders of such stock in certain circumstances
to require TCR Holding to sell common stock of
TransContinental held by TCR Holding, or any assets
received on exchange or sale therefor, and apply the
proceeds to reduce the liquidation preference and
certain accrued but unpaid dividend amounts on the TCR
Voting Preferred Stock; and

(vi)  the purchase from TransContinental by the New Lenders
of TransContinental's 6% Participating Preferred Stock
("TransContinental Preferred Stock").

A full-text copy of the filing is available via the
Internet at:

VERTEX COMPUTER: Enters Into Combined Agreement
Vertex Computer Cable & Products, Inc. reports to the SEC
that it entered into an agreement dated December 18, 1998,
whereas the company was a party to a combined agreement
with Daniel Mcphee, Christopher Francis, TW Cable LLC.,
Edward Goodstein and Dataworld Solutions, Inc. The
following actions took place as of the signing
of the agreement:

(a) Vertex Computer Cable & Products, will acquire
all the voting stock of Dataworld solely in exchange for
1,500,000 shares of the voting common stock of Vertex, and

(b) Daniel McPhee and Christopher Francis will, each
acquire from TW Cable LLC. a total of 17,000,000 shares of
the voting common stock of Vertex for payment of $200,000
and other
consideration stated in the Agreement; and

(c) TW Cable LLC. has agreed with Vertex to acquire
6,000 shares of the $6 Vertex Senior Cumulative Convertible
Preferred Stock having a stated value of $100 per share,
$.01 par value with such rights, preferences and
designations as set forth in the Certificate of
Designation; and

(d) Edward Goodstein and/or TW Cable LLC. has agreed
with Vertex to forgive certain debt of Vertex presently
owed to Goodstein and/or TW Cable LLC.; and

(e) Effective with the signing of the agreement,
Daniel Mcphee will become Chairman of the Board of
Directors and Chief Executive Officer.  Christopher Francis
will become Chief Operating Officer and Director.  Edward
Goodstein and Albert Roth will remain on the Board of

YBM MAGNEX: Shareholder Class Action Suit Filed
YBM Magnex International Inc. (Toronto Stock
Exchange:YBM.TO) ("YBM" or the "Company"), auditors  
Deloitte & Touche LLP, and Parente, Randolph, Orlando &
Carey Associates and certain senior officers and/or
directors of YBM engaged in securities fraud,  
according to a class action filed recently in the United
States District Court for the Eastern District of
Pennsylvania by the law firm of Berger & Montague,  

The case was filed on behalf of all persons who purchased
YBM common stock between Feb. 6, 1996 and May 14, 1998
inclusive.  The complaint charges YBM, auditors Deloitte &
Touche LLP, Parente, Randolph, Orlando & Carey Associates
and certain officers and directors of YBM with violations
of Sections 10(b) and 20(a) of the Securities Exchange Act
of 1934 by, among other things, issuing a series of
materially false and misleading statements concerning its
financial statements, and the nature of YBM's business,
operations, and business relationships, thereby
artificially inflating the price of YBM common stock during
the Class Period.

On May 11, 1998, as alleged in the complaint, YBM disclosed
that its auditors, Deloitte & Touche LLP ("Deloitte") had
refused to certify the Company's financial statements for
the year ended Dec. 31, 1997 pending completion of a  
forensic investigation.

Only a few months earlier, Deloitte had issued an
unqualified opinion, following a special re-audit demanded
by the Ontario Securities Commission with respect to YBM's
1996 financial statements.

The complaint further alleges that on May 13, 1998, federal
agents, including agents of the Federal Bureau of
Investigation, Internal Revenue Service and Customs Service
seized YBM's corporate documents and samples of the
company's products in connection with an ongoing
investigation.  At the same time, the Ontario Securities
Commission ordered a halt in trading of YBM's stock.

On Dec. 8, 1998, YBM announced that it believed that U.S.
authorities will be able to marshall substantial credible
evidence of criminal wrongdoing in connection with YBM and
that the Company "may well not be able to defend a criminal
indictment" and that its common stock will almost certainly
never trade again.

As a result, the Company's board resigned.  Finally, on
Dec. 15, 1998, the Toronto Stock Exchange delisted YBM's

Plaintiffs seek to recover damages suffered by Class
members and are represented by the law firm of Berger &
Montague, P.C.

If you are a member of the Class described above, you may
wish to join the action.  You may move the court to serve
as a lead plaintiff on or before 60 days from Dec. 11,


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

Bond pricing, appearing in each Friday edition of the TCR,
is provided 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

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.  
                  * * *  End of Transmission  * * *