TCR_Public/990323.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, March 23, 1999, Vol. 3, No. 56


CHERRYDALE FARMS: Files For Bankruptcy Protection
CITYSCAPE FINANCIAL: Seeks Extension of Exclusive Periods
DECORATIVE HOME: Applies to Retain Special Counsel
EDISON BROS: Its Last Bankruptcy?
FASTCOMM: Confirmation Hearing Continued Until Next Week

FWT INC: Notification of Late Filing
GENEVA STEEL: Bondholders Tap Co-Counsel
HEARTLAND WIRELESS: Heartland Will Exit From Bankruptcy                   
HERCULES ENGINE: Lays Off Most Of Its Workers
IMARK TECHNOLOGIES: Announces Confirmation of Plan               

INTEGRAL PERIPHERALS: Seeks OK of Settlement With Toshiba
INTERNATIONAL WIRELESS: Seeks Approval of Stipulation
JAYHAWK ACCEPTANCE: Ernst & Young Resigns
LONG JOHN SILVER: A&W's Offers $220M Cash
MCA FINANCIAL: Investors Sue Executives

MOBILE ENERGY: Final Order OK's Use of Cash Collateral
MORRIS MATERIAL: Insolvent; Posting Losses; Defaults Waived
MORROW SNOWBOARDS: Agreement With Empire of Carolina Ends
NEWSTAR RESOURCES: Announces Units to File Chapter 11
PICO PRODUCTS: Notification of Late Filing

ROYAL OAK MINES: Clarifies Newspaper Articles
SANTA FE GAMING: Court Dismisses Involuntary Petition
SENSITIVE CARE: Creditors Seek Bankruptcy

Meetings, Conferences and Seminars


CHERRYDALE FARMS: Files For Bankruptcy Protection
The Allentown Morning Call reports on March 20, 1999 that
Cherrydale Farms of Upper Hanover Township, a supplier of
candy and other fund-raising products used by schools, has
filed for bankruptcy in Delaware, according to court

Cherrydale's chief financial officer, Jim Annand, on Friday
confirmed that the company filed for Chapter 11 bankruptcy
protection. But Annand said he was not authorized to give
information to the press. Chief Executive Officer Frank
Miller was not available for comment, Annand said.

Chapter 11 bankruptcy protects a company from creditors as
it develops a plan to put its finances in order.  The
company's March 15 bankruptcy filing says it has between
$50 million and  $100 million in both debts and assets and
more than 1,000 creditors.

The company has been based in Upper Hanover since 1986,
when it moved from Philadelphia. It operates a $25 million
factory off Route 663, has employed up to 1,200 people
during peak seasons and has reported annual sales in the
$100 million range.

It's not clear how the filing will affect the non-profit
groups that sell Cherrydale's products to raise money.
The company made a delivery Thursday to the parent-teacher
organization that supports Bedminster Elementary School,
said Barbara Pearson, the group's co-president. Pearson
said "everything seemed to be fine" during her talks with  
the company's sales representative.

Pearson said she was generally satisfied with the shipment
of 1,200 items but was disappointed with the company's
decision to substitute bird houses for several heart-shaped
wall plaques that were out of stock. The bird houses were  
"not even close" to what was ordered, she said.

Pearson said she decided on Cherrydale Farms for the fund-
raiser because the catalog items were reasonably priced and
included name- brand products such as Crayola crayons that
come inside a small school bus. The fund-raiser is paying
for the purchase of CD-ROM and other computer-related
equipment at Bedminster Elementary, Pearson said.

CITYSCAPE FINANCIAL: Seeks Extension of Exclusive Periods
Cityscape Financial Corp. and Cityscape Corp. seek entry of
an order extending the exclusive period during which the
debtors may file and solicit acceptances of a plan of

At present the debtors have suspended indefinitely their
loan origination and purchase activities.  The majority of
the debtors' loans are made to owners of single family
residences who use the loan proceeds for such purposes as
debt consolidation, financing of home improvements and
educational expenditures, among others.  Confirmation of
the plan has not yet occurred primarily because of
fluctuating market conditions and the debtors' inability to
obtain necessary exit financing to allow them to emerge
from Chapter ll.  A status conference on the debtors'
reorganization efforts is currently scheduled for March 24,

The debtors seek entry of an order extending the exclusive
period during which the debtors may file a plan of
reorganization and solicit acceptances of such plan from
the original expiration date of April 5, 1999 to and
including August 3, 1999.  This motion is the debtors'
first request for an extension of the exclusive period and
represents a proposed extension of 120 days.  The debtors
state that their professionals worked toward confirming the
Original Plan which was filed on the first day of these
cases and which had been overwhelmingly accepted by all but
one of the classes entitled to vote.  The debtors continue
discussions and negotiations with representatives of their
two largest creditor constituencies.  The debtors are now
close to filing an amended plan of reorganization that
reflects the outcome of negotiations with the two groups.

DECORATIVE HOME: Applies to Retain Special Counsel
Decorative Home Accents Inc. seeks court approval for an
order authorizing the retention and employment of Stewart
Occhipinti & Makow LLP as the debtors' special counsel in
connection with the bringing of several adversary
proceedings.  The debtors desire that the firm commence
adversary proceedings against over thirty companies to
collect outstanding trade debt owed by the companies to the
debtors.  The debtors state that they are owed in excess of
$4 million in outstanding trade debt arising from
merchandise shipped to the debtors' customers but not yet
paid for.  The debtors desire to retain the law firm
Stewart Occhipinti & Makow LLP as special litigation

EDISON BROS: Its Last Bankruptcy?
The St. Louis Post-Dispatch reports on March 20, 1999 that
major creditors of Edison Brothers Stores Inc. met Friday
in Philadelphia amid additional signals that the company
will be liquidated rather than reorganized.

"This will not be a traditional Chapter 11 proceeding,"
Harvey R. Miller of the New York law firm Weil, Gotshal &
Manges - Edison's bankruptcy counsel - told creditors at
the meeting.

The Chapter 11 filing permits Edison "to operate in a
protected environment to protect and preserve asset values
while searching for buyers," Miller said, according to the
independently published Edison Brothers Bankruptcy News.

Edison filed for bankruptcy protection March 9 in
Wilmington, Del. The company emerged from its first trip to
bankrupcty court, which lasted nearly two years, in
September 1997.

A U.S. trustee appointed the creditors' committee Friday.
It consists of representatives of American Express Travel
Related Services, Bank of New York, Contrarian Capital Fund
II, Harte-Hanks Direct Marketing, Levi Strauss, Simon  
Property Group and UBS AG, formerly known as Swiss Bank.

By Thursday, the committee must decide whether to support
Edison's $100 million debtor-in-possession financing plan.
Congress Financial Corp. is providing $50 million of the
financing and CIT Group/ Business Credit is providing $50

Earlier, the court approved the plan pending Thursday's
hearing. Peter Chapman, who publishes the bankruptcy
newsletter, said the $100 million is not new money for
Edison. Congress and CIT were the lead lenders  
before the bankruptcy filing, and much of the $100 million
refinances the old  debt, putting Congress and CIT first in

"This is just rearranging the obligations," Chapman said.
Miller told the creditors committee that the financing plan
provides $7 million in new credit for working capital.
Of the $100 million, $1 million is a "carve-out" for
professional fees. This money, to be paid to lawyers and
accountants, is not enough for a reorganization, Chapman

"This points to me that, without question, this case
liquidates," he said.  "Liquidating requires much less in
professional fees than reorganizing." Another sign of
liquidation, Chapman said, is the short-term nature of the  
$100 million arrangement. It matures Dec. 31.

Edison owns apparel chains 5-7-9, Riggings, JW, Coda and
Repp Ltd. Big & Tall and shoe chains Bakers and Wild Pair.

Chief financial officer John F. Burtelow told the court
last week that Edison has about $12 million in cash, not
enough to fully stock its stores. The court has authorized
Edison to honor commitments to its employees,
such  as wages, commissions and benefit contributions.
Edison also was permitted to honor obligations to
customers, such as gift certificates and layaway deposits.

FASTCOMM: Confirmation Hearing Continued Until Next Week
FastComm Communications Corp., Sterling, Va., reported
Friday that the bankruptcy court has continued its hearing
to confirm the company's reorganization plan to March 30,
according to a newswire report. The plan was filed
electronically and is available at

FWT INC: Notification of Late Filing
FWT Inc., requests from the SEC a delay in the filing of
the Form 10-Q due to the inability, without unreasonable
effort or expense, to timely complete and finalize the
financial statements and disclosures required by
Form 10-Q.

The Company anticipates a net loss for the three months
ended January 31, 1999. The Company also anticipates that
sales for the three months ended January 31, 1999 will be
significantly lower than sales for the three months ended
January 31, 1998. However, because the Company has not yet
completed its financial statements for the three months
ended January 31, 1999, it cannot yet quantify the
differences in financial statement amounts when comparing
the three months ended January 31, 1999 and 1998.

GENEVA STEEL: Bondholders Tap Co-Counsel
The Official Bondholders' Committee of Geneva Steel Company
filed applications for court approval of the employment of
Hopkins & Sutter and Ray, Quinney & Nebeker as co-counsel
to the Committee.

The firm of Hopkins & Sutter will advise the Committee on
all legal issues as they arise; represent and advise the
Committee in any investigation by it of the acts, conduct
assets, liabilities or financial condition of the debtor;
Prepare pleadings and reports; Represent and advise the
Committee with respect to any plan.  The Committee desires
to employ Hopkins & Sutter based on the firm's customary
hourly rates, ranging from $200 to $500 for partners, $110
to $240 per hour for associates, and $45 to $125 per hour
for paralegals.

The debtor also requires the assistance of and
representation by Utah Counsel. The firm Ray, Quinney &
Nebeker will charge its customary hourly rates which range
from $155 to $240 per hour for members, $115 to $155 per
hour for associates, and $70 per hour for legal assistants.

HEARTLAND WIRELESS: Heartland Will Exit From Bankruptcy                   
Tulsa World reports on March 20, 1999 that Heartland
Wireless Communications Inc., the Dallas-based cable
television operator with viewers in Tulsa and 56 other
markets, is emerging from bankruptcy with a court-approved
plan that converts its outstanding debt into stock of the  
reorganized company, company executives said.

Heartland, which filed for bankruptcy protection under
Chapter 11 of the U.S. Bankruptcy Code on Dec. 4, 1998, had
its reorganization plan approved by the U.S. Bankruptcy
Court for the District of Delaware. When the company
emerges from Chapter 11 on April 1, its corporate name will
be changed to Nucentrix Broadband Networks Inc.
As disclosed in filings at the Securities and Exchange
Commission, the reorganization plan provides for conversion
of $325 million of senior and subordinated debt into 100
percent of the company's common stock. The company  
expects to emerge from Chapter 11 with about $12 million in
net long-term debt  relating to Federal Communications
Commission spectrum licenses in more than 80  markets, and
available cash of more than $25 million.

HERCULES ENGINE: Lays Off Most Of Its Workers
The Buffalo News reports on March 18, 1999 that Hercules
Engine Co., a company that made the engines widely used in
World War II jeeps ahs laid off more than half its workers
and its owners are under pressure from the mayor to save
the company and its jobs.

Earlier this month the company fired its president and
filed a lawsuit against him seeking restitution and $1
million in damages after he and 3 other executives received
$141,875 in payments from their severance packages.    
Canton Mayor Richard D. Watkins fears that the company is
headed for bankruptcy.

In recent years, the company has been focusing on its
commercial business, including natural gas-powered engines
used to run commercial electric generators.  One of
Hercules' main customers is Daewoo, the Korean manufacturer
that uses Hercules engines on forklifts.

IMARK TECHNOLOGIES: Announces Confirmation of Plan               
Imark Technologies, Inc. announced that on March 3, 1999,
the United States Bankruptcy Court of the Eastern District
of Virginia, Alexandria Division, confirmed Imark  
Technologies, Inc.'s Chapter 11 Plan of Reorganization.  
The confirmed Plan was not modified in any material manner
from the Amended Plan of Reorganization filed with the SEC
on January 27, 1999.  The Plan became effective on March
15.   The Company plans to begin paying creditors as
outlined in the Plan during the  next several weeks.  In
addition, the Company will begin the process of  
effectuating the 10 for 1 reverse split of its
Common Stock as outlined in the Plan.  

INTEGRAL PERIPHERALS: Seeks OK of Settlement With Toshiba
IPB Liquidating Company, Inc. f/k/a Integral Peripherals,
Inc. seeks court approval of a settlement agreement between
the debtor, Asia Pacific Growth Fund II, LP, Mobile Storage
Technology, Inc. and Toshiba Corporation.

Toshiba and the debtor entered into a Patent Cross-License
Agreement wherein Toshiba granted to the debtor concerning
certain Toshiba patents and the debtor granted to Toshiba
concerning certain Integral patents, a fully paid royalty
free license.  The parties also entered into a certain
Know-How Agreement wherein Toshiba was required to pay the
debtor royalties up to $2 million for the license rights
under the Know-How agreement.

Toshiba paid the debtor $1.8 million and withheld the
remaining $200,000 paying it to the Japanese government on
Integral's account pursuant to the assessment. Integral
states that it is owed the remaining $200,000. As part of a
sale of substantially all of the assets of debtor to APGF
for a cash purchase price of $3.5 million, the debtor
assigned the Patent agreement, but not the Know-How
Agreement to APGF.  Toshiba stated that it did not receive
proper notice of the sale.

Under the agreement to settle, Toshiba agreed to waive its
objection to the sale to APGF, the debtor agrees to release
and discharge the alleged debt against Toshiba, and MST
will not assert any claim against Toshiba arising on or
after the APGF Sale date under the Know How agreement.

INTERNATIONAL WIRELESS: Seeks Approval of Stipulation
The debtors, International Wireless Communications
Holdings, Inc. and its affiliates seek entry of a court
order authorizing the debtors' entry into a certain
stipulation between the debtors, the Official Committee of
Unsecured Creditors and Vanguard Cellular Systems, Inc.  
The stipulation provides that in order to reduce the number
of legal issues that remain to be decided and to expedite
confirmation, the debtor will submit certain plan
modifications.  In addition, the debtors and the Committee
will cooperate fully in connection with the collection and
issuance of the Financial Information and the Consents.
Vanguard will pay the debtor the sum of $2 million on the
date of mailing of the Merger proxy statement, or upon the
termination of the Merger, whichever is earlier.  Vanguard
will indemnify and hold harmless the debtor and any
officers and directors of the debtor.

Due to the debtors' financial situation, the prompt
confirmation and consummation of the plan is critical to
the debtors' reorganization prospects.  Also, the
stipulation requires the debtors to provide certain
financial information and consents to Vanguard, which
information is necessary for the effectuation of a proposed
merger between Vanguard and a subsidiary of AT&T Corp.

JAYHAWK ACCEPTANCE: Ernst & Young Resigns
Jayhawk Acceptance Corp. reports to the SEC that on
February 16, 1999, Ernst & Young LLP resigned as auditors
of the Company.

The reports of Ernst & Young LLP for each of the last two
years were modified as to uncertainty regarding the ability
of the Company to continue as a going concern. More
specifically, Ernst & Young LLP's report relating to the
Company's financial statements for 1996 notes that "the
Company experienced a significant net loss in 1996, is
currently in default on all of its debt agreements, and in
addition the Company filed a voluntary petition for
reorganization under Chapter 11 of the Federal Bankruptcy
Code. These matters raise substantial doubt about the
Company's ability to continue as a going concern. The
consolidated financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability or classification of assets or the amounts
and classification of liabilities that may result from the
outcome of this uncertainty." Similarly, Ernst & Young
LLP's report relating to the Company's financial statements
for 1997 notes that "Jayhawk Acceptance Corporation
incurred significant losses in 1996 and 1997, discontinued
its purchases of Automotive Contracts, relies upon
collections on its existing Automotive Contracts in order
to meet its obligations under the Plan of
Reorganization ("Plan"), projects funds available other
than for meeting Plan obligations will be limited, and
expects to defer a portion of the Plan payments
originally scheduled for 1998 as allowed under the Plan.
These matters raise substantial doubt about the Company's
ability to continue as a going concern.
The financial statements do not include any adjustment that
might result from the outcome of this uncertainty."

At the Company's February 4, 1999 Audit Committee meeting,
Ernst & Young LLP advised the Company of the need to expand
the scope of its audit of the 1998 financial statements of
the Company as a result of the cooperative advertising
program the Company adopted in 1998. The Audit Committee
concurred but questioned the estimated audit fee presented
by Ernst & Young LLP. Ernst & Young LLP's resignation
occurred prior to their commencement of any substantive
audit procedures with respect to the Company's 1998 year
end financial statements.

After conducting a search for a new independent public
accountant, the Company's Audit Committee appointed the
firm of Grant Thornton LLP as the Company's principal
accountant. The date of such principal accountant's
engagement was March 15, 1999.

LONG JOHN SILVER: A&W's Offers $220M Cash
Long John Silver's Restaurants Inc. chose A&W Restaurants
Inc.'s $220 million cash bid over  another proposal because
it "contained the most favorable financial terms, will be
financed by reasonable and credible debt and equity sources
and has reasonable certainty of being consummated." As
widely reported, A&W and equity partner Grotech Capital
announced the deal on March 11 without disclosing terms.
The seafood restaurant chain revealed the proposed
purchase price, which is subject to adjustments, in a March
15 motion seeking court approval of bidding procedures and
a $5 million breakup fee, along with up to $500,000 of
expense reimbursement, under certain circumstances.
According to the filing, 14 potential buyers requested
confidentiality agreements, eight executed the agreements,
and five received due diligence packages. After gauging the
interest and financial wherewithal of various parties, Long
John focused on talks with two "potential bona fide
purchasers" before choosing the A&W offer.  (The Daily
Bankruptcy Review and ABI Copyright c March 22, 1999)

MCA FINANCIAL: Investors Sue Executives
Investors of MCA Financial Corp. have filed a lawsuit
against the Southfield, Mich. mortgage company's officers
and directors for negligence and misrepresentation of an
investment opportunity, The Detroit Free Press reported.
Lee Brooks, one of the investors, claims that Sterling Bank
and Trust, also named in the suit, and MCA's top executives
lost the $25,000 he invested in a real estate pool by
failing to live up to an agreement. According to an
investment prospectus, investors were told their money
would be held in escrow until the pool reached a
specified amount and was tied to collateral such as land
contracts, housing rentals, mortgages and other real estate
interests. State regulators seized MCA on Jan. 28, six days
after MCA laid off almost all of its 900 employees. The
state appointed B.N. Bahadur of BBK Ltd. to run
MCA, and the firm subsequently filed a chapter 11 petition
for MCA on Feb. 10. (ABI 22-Mar-99)

MOBILE ENERGY: Final Order OK's Use of Cash Collateral
On March 15, 1999, the U.S. Bankruptcy Court for the
Southern District of Alabama entered an order authorizing
the debtors, Mobile Energy Services Company LLC and Mobile
Energy Services Holdings, Inc. to use cash collateral
through and including May 15, 1999 as provided in the
Budget.  Total projected capital expenditures for the
period equal $13,219,983.

MORRIS MATERIAL: Insolvent; Posting Losses; Defaults Waived
Morris Material Handling, Inc., and its parent company, MMH
Holdings, Inc., filed their quarterly report for the period
ending January 31, 1999, late last week with the SEC.  

At January 31, 1999, MMH Holdings' balance sheet reflects
$311.6 million in assets and $347 million in liabilities.  
On $67.9 million in net sales during the quarter, the
Company posted a comprehensive loss of $3.9 million.  The
Company realized a small cash build during the quarter
after borrowing some $10 million.

The Company did not meet certain of the ratios and tests
under its Senior Secured Credit Facility for the period
ended January 31, 1999.  The Company, however, obtained a
waiver of those financial covenants for the period ended
January 31, 1999 and of all financial covenants for the
period ended April 30, 1999, which is effective through
June 14, 1999, permitting the Company to borrow certain
amounts under the Revolving Credit Facility to meet its
projected working capital requirements.  Under the terms of
the waiver, the Company may not, without prior bank
consent, for the duration of the waiver period, (i) borrow
any amounts under the Acquisition Facility, (ii) borrow any
amounts under the Revolving Credit Facility in excess of
the aggregate amount of the Revolving Credit Facility
borrowings that the Company has repaid subsequent to
January 31, 1999, or (iii) request the issuance of letters
of credit, bid bonds or performance bonds in an aggregate
amount in excess of $5.0 million.  At March 3, 1999, after
giving effect to the waiver, the Company had, subject to
certain conditions, approximately $25.4 million of
availability under the Revolving Credit Facility.

MMH is a manufacturer, distributor and service provider of
"through-the-air" material handling equipment with
operations in the United States, United Kingdom, South
Africa, Singapore, Canada, Australia, Chile and Mexico.

MORROW SNOWBOARDS: Agreement With Empire of Carolina Ends
Morrow Snowboards, Inc. an Oregon corporation, hereby
announces that the Letter of Intent with Empire of
Carolina, Inc. announced on March 7, 1999 was terminated
for failure to meet certain conditions. Morrow and Empire  
continued discussions following such termination to see if
the transaction could be restructured, but were unable to
agree on new financing and merger terms.

Morrow still needs additional working capital through a
financing or sale of a portion of its business or assets to
continue operation and pay its bank financing and existing
payables. At this time, Morrow is pursuing certain  
proposals received subsequent to the termination of the
Empire Letter of Intent. Without additional funding, Morrow
would not be able to continue operations.

On March 12, 1999, Morrow received notification from its
lender, Foothill Capital Corporation ("Lender"), that
Morrow was in default under its credit facility due to
advances exceeding the authorized credit. The Lender noted
that  it was imposing the "default rate" on the existing
loan balances, but not taking other action at this time.
Morrow is also not in compliance with certain financial
covenants, including the net worth and EBITDA requirement.

NEWSTAR RESOURCES: Announces Units to File Chapter 11
Newstar Resources Inc., a gas and oil exploration company
in Houston, said Friday that two of its units will file for
chapter 11 protection in response to an involuntary
petition filed by four creditors, according to a newswire
report. The creditors filed the involuntary petition on
Thursday, and Newstar expects to file chapter 11 for the
units on or about April 1. Newstar Energy of Texas LLC is a
subsidiary of Newstar Energy USA Inc. and has 20 days to
respond to the petition. Newstar Energy USA filed its own
chapter 11, the parent company said. Both units are
reportedly negotiating with creditors on terms of a
reorganization plan. (ABI 22-Mar-99)

PICO PRODUCTS: Notification of Late Filing
Pico Products Inc. reports to the SEC that its quarterly
report on Form 10-Q for the quarterly period ended January
31, 1999, could not be filed within the prescribed time
period without the Company expending unreasonable effort
and incurring unreasonable expenses.  The delay in filing
this report is related to recent changes in
the Company's business and operations and the recent
resignation of the Company's Chief Financial Officer.  Due
to changes in operating personnel and reductions in
headcount and efforts being expended to comply with
requests from the Company's secured lenders the Company has
not been able to compile the information required to
complete Form 10-Q.

There was a significant change in the results of operations
for the three and six-months ended January 31,1999 compared
with the results for the three and six-months ended January
31, 1998.

The Company had reported a net loss attributable to common
stock of $254,000 and $284,000 for the three and six-months
ended January 31, 1998, respectively.  Sales for the prior
year were $6,461,000 and $14,648,000 for the three and six-
months ended January 31, 1998.  The Company will report
lower sales of $5,183,000 and $11,077,000 and a net loss
attributable to common stock of $340,000 and $791,000 the
three and six months ending January 31, 1999, respectively.  

The increase in the net loss attributable to common stock
relates to lower sales levels achieved and lower margins,
as compared to prior fiscal periods, of certain product
lines, offset in part, by reduced interest expense and
selling and administrative expenses.

Since July 1997 the Company, as part of its on-going cost
control efforts has reduced its overall headcount from 370
persons to, as of March 15, 1999, 74 persons.  The majority
of these reductions were in production, engineering and
administrative staff.

ROYAL OAK MINES: Clarifies Newspaper Articles
Royal Oak Mines Inc. issued the following press release:

Royal Oak Mines Inc. wishes to respond to articles that
appeared in Canadian national newspapers this weekend to
clarify facts related to payments made on two insurance
policies and on an equipment operating lease.

Royal Oak submitted two cheques to Sun Life of Canada to
cover insurance premiums for extended benefits for all
company employees, who number over 1000 persons, after Sun
Life threatened to cancel the policy. Subsequently, Trilon
Financial Corporation, a major creditor of the Company
asked Royal Oak, to stop payment on the cheques. Payments
were stopped on March 11, 1999. Royal Oak's employees'
extended benefits are therefore not currently covered by

Royal Oak also submitted a cheque to Pacific Life for
insurance premiums, which were due under a life insurance
plan for senior executives. There is no immediate benefit
to any of the executives named in this life insurance plan.
Royal Oak requested Pacific Life to refund the premium. Two
refund cheques were received from Pacific Life on March 12,

The third payment concerns an operating lease on the shovel
and drill at the Company's Kemess South Mine. The Company
wired the payment to Trilon Bancorp Inc. after Trilon
Financial Corporation threatened to remove the equipment
from the mine site. This action would have brought
production at the mine to a halt.  Royal Oak requested
Trilon to refund the payment. The refunded payment was
wired into Royal Oak's bank account on March 11, 1999.

Royal Oak wishes to emphasize that all three payments were
included in the Company's operating budget that was
presented to Trilon and the Court-appointed
Monitor, PriceWaterhouseCoopers LLP. Payments for the three
above-mentioned items were covered under the $8.4 million
working capital advance that was to have been immediately
provided to the Company by Trilon pursuant to the Company
obtaining protection from its creditors on February 15,
1999. Problems with the timing of these payments arose only
because the Company has not received the full amount of the
advance. Actions taken by the Company in making the above
three payments were in accordance with the budget
previously submitted to Trilon and the Monitor and were not
the result of any wrongdoing. Management believed
it was acting in good faith and in the best interests of
the Company and its employees to maintain operations and
preserve values for the benefit of all stakeholders.

SANTA FE GAMING: Court Dismisses Involuntary Petition
Santa Fe Gaming Corporation, a diversified gaming company
headquartered in Las Vegas, announced today that United
States Bankruptcy Court for the District of Nevada  
granted SFGC's motion to dismiss the Chapter 7
involuntary  bankruptcy petition filed on January 14, 1999
by three minority bondholders of  Pioneer Finance Corp.
13.5% Bonds due December 1, 1998 ("13.5% Notes").   PFC is
an indirect wholly owned subsidiary of SFGC, which
guaranteed the 13.5% Notes.

The Bankruptcy Court determined that granting the motion to
dismiss pursuant to section 305 of the bankruptcy code was
appropriate at this time for numerous reasons, including
the pending PFC Chapter 11 voluntary petition. In February  
1999, PFC filed a Chapter 11 voluntary petition with
the Bankruptcy Court, in  accordance with the terms of the
Consent Solicitation, described below.  The Bankruptcy
Court has required certain waivers of statutes of
limitation from SFGC and its affiliates, which
SFGC expects to be executed promptly.  In the event such
waivers are not obtained, the Bankruptcy Court has
suspended the involuntary proceeding for 180 days.

In November 1998, PFC accepted consents from approximately
$45.8 million principal amount or 75% of the 13.5% Notes in
which the PFC bondholders agreed, among other things, to
forbear from exercising remedies as a result of a  
failure by PFC to pay the outstanding principal balance of
13.5% Notes at the December 1, 1998 maturity date and to
vote to accept a PFC plan of reorganization which proposes
to treat the 13.5% Notes substantially in the manner
described in the Exchange Offer and Consent Solicitation,
dated October 23, 1998, as supplemented.

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

SENSITIVE CARE: Creditors Seek Bankruptcy
Creditors of Sensitive Care Inc., Fort Worth, Texas, who
claim they are owed more than $11 million, are trying to
force the nursing homes operator into bankruptcy and plan
to ask Bankruptcy Judge Steven A. Felsenthal on Wednesday
to appoint a trustee to oversee the distribution of the
company's assets, The Dallas Morning News reported. Texas
regulators seized Sensitive Care's homes on Jan. 27, two
days after Medicare suspended funding. A federal audit
determined that Sensitive Care had overbilled Medicare and
provided services that were not medically necessary.
Sensitive Care denies any wrongdoing and has not responded
to the chapter 7 involuntary petition filed on Feb. 24. An
assistant to Sensitive Care's president said last week,
"There is nothing left of Sensitive Care...The company is
done. It has no employees." Sensitive Care President and
co-owner Don King resigned last week as vice president of
the Texas Health Care Association, the nursing home
industry's trade group in  Austin, Texas. (ABI 22-Mar-99)

Meetings, Conferences and Seminars
March 25-26, 1999
   The American Law Institute -- American Bar Association
   Committee on Continuing Professional Education
      Commercial Securitization for Real Estate Lawyers
         Doubletree La Posada Resort, Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

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 5-6, 1999
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI or

April 15-18, 1999
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

April 19-20, 1999
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt, San Francisco, California
            Contact: 1-800-260-4PLI or

April 22-23, 1999
      Conference on Revised Article 9 of
      the Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

April 22-25, 1999
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or   

April 26-27, 1999
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or   

April 28-30, 1999
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort

April 30-May 4, 1999
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

May 28-31, 1999
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

June 3-6, 1999
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
July 10-15, 1999
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or

July 15-18, 1999
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 29-September 1, 1999
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or

September 16-18, 1999
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800


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

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 1999.  
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
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Information contained herein is obtained from sources
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