TCR_Public/990331.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, March 31, 1999, Vol. 3, No. 62


BOCA RESEARCH: Quarterly Report For Period Ended 9/30/98
BRADLEES: Reports Fiscal 1998 Financial Results
BROTHERS GOURMET: P&G New Leader in Gourmet Taste
COUNTY SEAT: Trustee Wins Okay To Liquidate Chain
FLAGSTAR BANCORP: Files Annual Report With SEC

GALILEO CORP: Financial Statement of Stock Purchase Plan
GENERAL CERAMICS: Files Chapter 11
HOME HEALTH CORP: Meeting of Creditors
IRIDIUM: CFO Resigns; Two Month Extension From Lenders

KIWI: Three Day Reprieve
MEDPARTNERS: Seeks Dismissal Of Unit's Chapter 11 Case
METROSTAFF: Files For Bankruptcy
MOBILE ENERGY: Bar Date Set For May 3, 1999
MOBILEMEDIA: Asks To Extend Exclusive Solicitation Period

MUSICLAND: Files Annual Report
NEUROMEDICAL: Case Summary & 20 Largest Creditors
ONCOR INC: Meeting of Creditors
PERKINS FAMILY: Reports Strong Year-End Results
PLANET HOLLYWOOD: Delays Interest Payment; Wider Losses

RAND ENERGY: Order Grants Motion to Continue Hearing
RECYCLING INDUSTRIES: Committee Taps CIBC Oppenheimer
SABACOL: GREKA Announces Sale of Substantially All Assets
SERVICE MERCHANDISE: DCR Downgrades Ratings TO 'DD'               
SERVICE MERCHANDISE: Receives Approval of 1st Day Orders

THORN APPLE: Meeting of Creditors
WASTEMASTERS: Subsidiary To Resume Operations


BOCA RESEARCH: Quarterly Report For Period Ended 9/30/98
Boca Research Inc. reported to the SEC its operational
results for the quarter ended September 30, 1998. The
company reported a net loss of approximately $2 million for
the three months ended September 30, 1998.  The company's
net sales increased by 22.9% to $22,789,000 in the three
months ended September 30, 1998 from $18,549,000 in the
three months ended September 30, 1997. For the nine months
ended September 30, 1998, the company reported a net loss
of approximately $15 million.  The company's net sales
decreased by 3.8% to $51,615,000 from $53,660,000 for the
comparable period in 1997.

International sales were approximately $5.1 million for the
three months ended September 30, 1998 compared to $2.8
million for the three months ended September 30, 1997. For
the nine months ended September 30, 1998international sales
were $9.9 million compared to $11.3 million for the nine
months ended September 30, 1997.

Gross profit as a percentage of net sales decreased to 0.8%
for the nine months ended September 30, 1998 from 4.4% for
the nine months ended September30, 1997.

BRADLEES: Reports Fiscal 1998 Financial Results
Bradlees, Inc. reported its earnings for fiscal 1998 (52
weeks ended January 30, 1999), including EBITDA (earnings
before property gains or losses, interest, taxes,  
depreciation and amortization) of $32.4 million compared to
$25.6 million in fiscal 1997, an improvement of $6.8
million. In addition, comparable store sales increased 3.5%
in fiscal 1998, the first positive annual comparable store
sales performance for Bradlees since fiscal 1993

Peter Thorner, Chairman and Chief Executive Officer, said,
"For the second straight year, Bradlees' EBITDA exceeded
the amount set forth in our business plan, representing a
27% improvement over the prior year."

The company reported net income for fiscal 1998 of $285.9
million, compared with a net loss of $22.6 million in the
prior year. Fiscal 1998 net income included a one-time net
gain of $311.3 million associated with the company's  
year-end emergence from Chapter 11 and adoption of fresh-
start reporting.

Bradlees also reported net income of $320.5 million for the
fiscal 1998 fourth quarter (13 weeks) ended January 30,
1999, including the net one-time gain mentioned above,
compared with net income of $25.9 million for the fourth  
quarter ended January 31, 1998. Comparable store sales
increased 1.0% in the fourth quarter. Fourth-quarter sales
were impacted by unseasonally warm weather during the
holiday season that adversely affected sales of seasonal
merchandise  categories. Fourth-quarter EBITDA was $33.0
million, compared with EBITDA of  $37.0 million in the
prior year.

Total sales for fiscal 1998 were $1.4 billion,
approximately the same as in the prior year, as the annual
increase in comparable store sales mostly offset the
impact of operating six fewer stores. Total sales for the
fourth quarter were $441.9 million, down from $461.6
million in the prior year, due primarily to fewer stores in

BROTHERS GOURMET: P&G New Leader in Gourmet Taste
According to a Reuters Financial report of March 29, 1999,
Procter & Gamble Co. brand is becoming one of the largest
specialty coffee roasters, industry experts said.
With the takeover of bankrupt Brothers Gourmet Coffee Inc.  
this month, P&G is poised to take on a leadership role in
the fast-growing sector of pricey beans from specific
producing countries, flavored coffees and top-quality  

"P&G's deal with Brothers establishes Millstone as the
clear No. 1 in terms of both the supermarket category and
the entire specialty market in the U.S.," said Ted Lingle,
executive director of the Specialty Coffee Association of  
America. "It is a deliberate part of their strategy to
become the dominant specialty brand."

Consumer products giant P&G, based in Cincinnati, already
owns the largest U.S. coffee roaster, Folgers Coffee Co.,
known for its "regular" ground coffee in a red can.

Retail sales of specialty coffee beans sold for home
consumption are projected to reach an estimated $3 billion
by 1999, double 1989 retail sales of $1.5 billion,
according to the SCAA.

P&G agreed to buy Brothers' assets for about $22.8 million,
including debt assumption, in a deal announced March 9. The
purchase is expected to close April 30.

Brothers, based in Boca Raton, Fla., filed for Chapter 11
bankruptcy protection in August 1998. Last year, Brothers
had gross sales of about $57 million, mainly in the
Northeast, Southeast and Denver areas.

"To put it in perspective, Brothers is a relatively small
business, but it helps give us a national presence in the
retail whole-bean market," P&G spokeswoman Lisa Hulse-
Jester told Reuters. "It gives us distribution where  
Millstone has little presence, in the Northeast and

Or as Lingle put it, "I think the deal will allow P&G to
rapidly expand in areas where they had thin distribution
and prevent any competitor from getting there first."

P&G also is keeping a close watch on one competitor in
particular -- Starbucks -- industry experts say.

A U.S. roaster, who requested anonymity, said, "Millstone
is fighting Starbucks and their agreement with Kraft. P&G
is going after the whole bean program. Their first step was
buying Millstone and their second step was expanding that.
They have to get into every supermarket they can."
But the SCAA's Lingle downplayed the Millstone-Starbucks
rivalry. He said P&G's delivery system to supermarkets put
Millstone in the clear lead.

"I'm sure they thought about Starbucks, but I doubt it was
their (only) consideration," Lingle said. "There are some
questions about Starbucks, now that Kraft is their
execution arm. ... The Kraft system is so big it takes  
forever to go from the roaster to the supermarket shelf.

"Second, Starbucks is noted for its dark roast, which has
been its strength when it's served with milk. But for home
consumption, the number of people who prefer dark roast is
a limited segment of the population," said Lingle. He  
noted, however, that last October, Starbucks introduced
four lighter roasted blends called Milder Dimensions.

Still others in the industry saw P&G's purchase of Brothers
as a solution to a nuisance. They said the bankrupt company
had undercut wholesale prices,  driving up slotting
allowances, the price paid to grocers for shelf space.

Although Brothers' sale to P&G is not typical of the
consolidation seen in the specialty coffee industry because
of Brothers' financial difficulties, Lingle and others
worry expansion could someday hurt the gourmet sector.

On Monday, Procter & Gamble's stock was up $1.875 at
$101.125 in composite New York Stock Exchange trading.
Brothers' stock ended Monday at 3 cents a share on Nasdaq's
over-the-counter bulletin board. Starbucks' stock rose
$1.00 to $29.375 on Nasdaq. And Philip Morris, parent of
Starbucks' ally Kraft Foods, rose $1.125 to $41.1875, in
composite NYSE trading.

COUNTY SEAT: Trustee Wins Okay To Liquidate Chain
The U.S. Bankruptcy Court in Manhattan authorized Nassi
Capital Group LLC, Ozer Group LLC and Schottenstein
Bernstein Capital Group LLC to conduct going-out-of-
business sales at County Seat Stores Inc.'s remaining
locations following an auction. The Chapter 11 Trustee
estimated that GOB sales would result in about $24 million
of proceeds from the Nassi/Ozer/Schottenstein venture,
which also will assume virtually all of the costs of
conducting the closing sales. The deal was bid up by a
total of roughly $1.25 million during Friday's auction,
which included participation from liquidators Gordon
Brother Retail Partners LLC and Hilco/Great American Group.
(The Daily Bankruptcy Review and ABI Copyright c March 30,

FLAGSTAR BANCORP: Files Annual Report With SEC
Flagstar Bancorp, Inc. filed its Annual Report for the year
ended December 31, 1998 with the SEC.  Flagstar is the
holding company for Flagstar Bank, FSB, a federally
chartered stock savings bank founded in 1987. With $3.0
billion in assets at December 31, 1998, Flagstar is
the largest independent savings institution headquartered
in Michigan.

The filing is available via the internet at:

GALILEO CORP: Financial Statement of Stock Purchase Plan
Galileo Corporation filed with the SEC its Employee Stock
Purchase Plan Financial Statements for the years ended
December 31, 1998, 1997 and 1996.

The filing is available via the internet at:

GBC Bancorp reported yesterday that a borrower with an
outstanding loan balance of $31 million has filed for
bankruptcy protection; the filer was not named but the bank
did say the loan was for construction of a commercial
building in Las Vegas and is collateralized by a first
trust deed on the building, according to a newswire report.
The loan is also collateralized by second trust deeds on an
associated hotel and on a park and by a first trust deed on
undeveloped land, all of which are also in Las Vegas, GBC
said. The bank anticipates an orderly sale of the
collateral that will result in full recapture of principal,
interest and estimated expenses. (ABI 30-Mar-99)

GENERAL CERAMICS: Files Chapter 11
General Ceramics Inc., a New Jersey-based subsidiary of
Tokuyama Corp., a Japanese chemical maker, has filed for
chapter 11 protection, according to the Nikkei English
News. Tokuyama bought the U.S. electronics parts maker in
1989, but the unit has suffered from a drop in orders from
the U.S. defense industry. Tokuyama will report a special
loss of Y2.2 billion for the fiscal year ending tomorrow,
and has decided to boost reserves, anticipating loans
it provided to General Ceramics will be uncollectible.
(ABI 30-Mar-99)

HOME HEALTH CORP: Meeting of Creditors
Home Health Corporation of America, Inc., et al, debtor,
commenced a Chapter 11 case on February 18, 1999.  A
meeting of creditors will be held on April 16, 1999 at 3:00
PM, 844 King Street, Room 2313, Wilmington, Delaware 19801.

IRIDIUM: CFO Resigns; Two Month Extension From Lenders
Global satellite telecommunucations company Iridium LLC
said  Monday its chief financial officer resigned and it
received a two-month extension from its lenders to prove it
can  meet certain revenue and subscriber targets.

Shares of Iridium closed at $19.94, down $1.69 or 8
percent. Iridium's stock has fallen 73 percent since its
52-week high last May.

Iridium said earlier this month its first-quarter financial
results and subscriber levels would fall short of
expectations due to slow production and distribution of
phones by suppliers, quality problems with certain phone  
handsets, and poor marketing efforts by its regional

Under the waiver, Iridium must have $4 million in cash
revenues, $30 million in cumulative accrued revenues and at
least 52,000 customers by May 31.  Iridium will default on
its loans if it fails to meet those targets.

Iridium, which had 3,000 subscribers at the end of 1998,
said it is revising its revenue and customer targets and it
plans to request a change in the terms of the loan

Analysts said they expect Iridium's lenders will
renegotiate the terms of the loans, but they may look for
additional financial commitment from Motorola Inc., which
owns 20 percent of Iridium.

Motorola spokesman David Rudd declined to comment on
whether it would provide Iridium with more financial
support. Rudd, however, said the company stood by comments
Motorola President Bob Growney made last week in an
interview with the Financial Times newspaper.
Growney told the FT "there's no chance of Iridium going

Other members of the consortium behind Iridium include
Sprint Corp., Raytheon Co., Lockheed Martin Corp. and
Pacific Electric Wire & Cable Co. Ltd.

Iridium, which has a network of 66 satellites that enable
calls to be made virtually anywhere in the world, launched
its service in November after a five-week delay.

Iridium faces several challenges going forward, including
renegotiating the terms of its credit agreement, improving
its sales and distribution operations and simplifying its
pricing plans, analysts said.

Iridium also may land a contract with the U.S. government
to provide phones to the Amry, Navy, Airforce and Marines,
but the Defense Department still needs  security features
on the phone service before it can fully adopt it,
analysts said.

KIWI: Three Day Reprieve
A bankruptcy judge on Monday gave grounded Kiwi  
International Air Lines three more days to show it could
fly again before she considers whether to close Kiwi or
appoint an overseer to run what is left of the carrier.

Kiwi also surrendered the last of its leased jets to its
leasing company, so it is now an airline with neither a jet
nor permission to fly.

It had four jets when it entered Chapter 11 bankruptcy
protection last week, down from 15 in the mid-1990s.
Also Monday, Peter R. Sarasohn, a lawyer for Kiwi's would-
be rescuer, told  the judge that Pan Am Airways remains
interested in buying the airline, but only if federal
regulators restore Kiwi's permit to fly. Despite Pan Am's
cold feet, Kiwi president Eugene J. Gillespie Jr. said  
Monday that another white knight may be in the wings to
save the company's 500 jobs.

Kiwi lawyer John Drexel, who had obtained a six-day stay of
execution last week, argued Monday for three more days,
saying they still will not spend more than the $130,000
allowed last week by U.S. Bankruptcy Judge Rosemary  
Gambardella. By Thursday, he said, Kiwi hopes to persuade a
federal official to tell the judge that Kiwi's right to fly
would be restored. If not, Kiwi will consent to a court-
appointed overseer, Drexel said.

The overseer or liquidation was requested by a lawyer for
the U.S. Bankruptcy Trustee Patricia A. Staiano, the
public's watchdog on bankruptcy court.

The company filed for bankruptcy protection on March 29,
offering a rescue plan based on a $3 million sale to Pan
Am, a former commercial airliner that now has seven jets
and flies charters out of Portsmouth, N.H. Kiwi
declared  $30.3 million in assets and $41.1 million in

The next day, however, the Federal Aviation Administration
stunned Kiwi by revoking its flight certificate, asserting
the carrier was unable to fly its six-city schedule safely.

Kiwi failed twice last week to convince the FAA to let it
fly again, even with a limited schedule under close
scrutiny.   Kiwi has struggled for much of its life, and
before Wednesday, served just Newark; Miami, Orlando and
Palm Beach, Fla.; and San Juan and Aguadilla, Puerto
Rico. It recently relinquished longtime routes to Atlanta
and Chicago.

MEDPARTNERS: Seeks Dismissal Of Unit's Chapter 11 Case
MedPartners Inc. is seeking, through an emergency motion,
to either dismiss the chapter 11 bankruptcy proceeding of
its wholly owned subsidiary MedPartners Provider Network
Inc., or to achieve a turnover of its assets to
MedPartners. In the alternative, MedPartners is asking the
U.S. Bankruptcy Court in Los Angeles for authority to use
cash and to expedite the  assumption/rejection of a
management contract between MedPartners and MedPartners
Providers Network. According to the motion, the conservator
who put the company into chapter 11 lacked the authority to
do so.  (The Daily Bankruptcy Review and ABI Copyright c
March 30, 1999

METROSTAFF: Files For Bankruptcy
One of Michigan's largest providers of home health care and
temporary employee staffing has filed for Chapter 11
bankruptcy  protection. The Metrostaff Companies operates
in Wayne, Oakland and Macomb  counties. Metrostaff says it
will offer a reorganization plan in bankruptcy court in
hopes of restructuring debt and emerging as a profitable
enterprise.  The company says it plans to eventually pay
all creditors. Metrostaff President and CEO Michael
Callaway blames its financial troubles on congressionally  
approved Medicare cuts.

MOBILE ENERGY: Bar Date Set For May 3, 1999
All persons and entities which assert a claim against
Mobile Energy Services Company, LLC file a proof of claim
form so that it is actually received not later than 4:30 PM
on May 3, 1999.

MOBILEMEDIA: Asks To Extend Exclusive Solicitation Period
The debtors, Mobilemedia Communications, Inc. et al. seek
an order extending the exclusive period during which the
debtors may solicit acceptances of their third amended
joint plan of reorganization.  The debtors request an order
extending the Exclusive Solicitation Period to and
including June 30, 1999.

The debtors claim that this extension is necessary in order
to permit the debtors to conclude the plan process wihtout
the unnecessary delay , disruption and confusion that would
accompany the filing of any "competing" plans of

On March 23, 1999, the court entered a stipulation and
order settling various objections that were filed to
confirmation.  The debtors agreed in the Stipulation that
the exclusive periods will be deemed terminated as of May
15, 1999, pursuant to certain provisions in the
Stipulation. The debtors say that the relief requested is
not intended to conflict with the Stipulation

MUSICLAND: Files Annual Report
Musicland Stores Corporation filed its annual report for
the year ending December 31, 1998 with the SEC.

For the year ended December  31,  1998,  the Company had  
consolidatedrevenues  of  $1.8  billion  and  operating  
income,   before  depreciation  and amortization, of $124.3
million, both of  which  were records for  the  Company.
Net earnings in 1998 increased 172.2% to $38.0 million  
from $14.0  million  in1997.  Diluted earnings per share
were $1.04 in 1998 compared with  $0.41 in 1997, an
increase of 153.7%.  The strong performance resulted  
primarily from comparable store sales gains and  gross  
margin  improvements.  Total comparable store sales
increased 6.7% in 1998 while gross margin improved to 35.5%  
from b34.8% in 1997.  In April 1998, the Company completed
an offering of $150 million of 9 7/8% senior subordinated  
notes  due  in  2008,  which, coupled  with  the
significant improvements in results of operations,  enabled
the Company to repay all borrowings  under  its revolving
credit and term loan facilities.  Cash and cash
equivalents, which are generally highest at the end of  
December  following the Christmas season, reached $257.2
million by year end.

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

NEUROMEDICAL: Case Summary & 20 Largest Creditors
Debtor:  Neuromediacal Systems Inc.
         10 Mountain View Road
         Upper Saddle River, New Jersey 07458

Type of business: Operated as a healthcare technology
company that supplied cytology screening and anatomic
pathology diagnostic equipment and service to laboratories.

Court: District of Delaware

Case No.: 99-763    Filed: 03/26/99    Chapter: 11

Debtor's Counsel:  

Latham & Watkins
233 S. Wacker Drive
Chicago, Illinois 60606

Total Assets:            $34,755,000
Total Liabilities:        $9,648,000
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt         $6,416,164        5
Contingent secured debt                undetermined     13
Disputed secured debt                  undetermined      0
Unliquidated secured debt              undetermined      0

Fixed, liquidated unsecured debt        $1,370,512     174
Contingent unsecured debt      undetermined     26
Disputed unsecured debt      undetermined      8
Unliquidated unsecured debt      undetermined    168

No. of shares of preferred stock              none
No. of shares of common stock         31,055,846       312  

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Medical Device Consultants   Contract obligation    84,650
Alphanet Solutions Inc.      Trade Debt             57,204
Carson Wagonlit Travel       Guarantee              52,393
Associated Pathologists Lab  Contract Obligation    45,116
Source Services Corporation  Trade Debt             38,608
Schulte, Roth & Zabel        Services performed     38,473
University of Washington     Contract obligation    36,616
Montefiore Madical Center    Contract obligation    31,443
Fried Frank, Harris
Shriver & Jacobs             services performed     30,201
Deloitte & Touche            services performed     28,281
NETMED         contract obligation    27,632
NASDAQ         services performed     26,625
UPS          trade debt             22,696
ERnst & Young                services performed     22,000
Hyman, Phelps & McNamara     services performed     18,235
Diagnostic Pathology Serv.   contract obligation    15,750
The Logical Alternative      services performed     14,000
Verse Data Products          trade debt             13,628
Technology Workshop, Inc.    services performed     12,775
William Frable, MD/Virginia  contract obligation    12,500

ONCOR INC: Meeting of Creditors
On February 26, 1999, Oncor, Inc. and Codon
Pharmaceuticals, Inc. filed voluntary petitions for relief
under Chapter 11.  A meeting of creditors is scheduled for
April 30, 1999 at 1:00 PM  at the J. Caleb Boggs Federal
Building, 844 King Street, Room 2313, Wilmington, Delaware.

PERKINS FAMILY: Reports Strong Year-End Results
Perkins Family Restaurants, L.P.  reported results for the
year ended December 31, 1998. Revenues for the year  
increased 10.9% to $298,806,000 driven by strong comparable
store sales and a record opening of 42 restaurants.

Comparable sales in company-owned restaurants increased
7.8% for the year on top of increases of 6.6% and 2.6% in
the two prior years. Comparable guest counts for the year
increased a very strong 2.9%.

Earnings before interest, taxes, depreciation and
amortization (EBITDA) of $41,733,000 for the year increased
12.5% from $37,096,000 in 1997.

Net income for the year was $2,984,000.  As expected,
increases in interest expense, depreciation and
amortization as a result of the Going Private  
Transaction in December 1997 reduced current year earnings
from 1997 levels.  Net income in 1997 was $8,200,000. Year-
to-date results for 1998 include a loss on disposition of
assets of $422,000, an asset write down under SFAS 121 of  
$3,373,000 and a loss due to the bankruptcy of Perk
Development Corporation of $475,000. The impact of the
company's Going Private Transaction and certain
tax  reorganization expense, which total $7,850,000, are
included in 1997 results.

"As we reported earlier, thirty-one restaurants operated by
the company's largest franchisee, Perk Development
Corporation, left the Perkins system on February 28, 1999
after a court-supervised auction. While the loss of these
restaurants will have an impact on the company's earnings
going forward, the company does not expect the loss of
these restaurants to interrupt its record of strong
performance in revenues or EBITDA," said Steven R.
McClellan, Executive Vice President and Chief Financial

Perkins Family Restaurants, L.P. currently operates or
franchises 466 full service restaurants in 35 states and 5
Canadian provinces.

PLANET HOLLYWOOD: Delays Interest Payment; Wider Losses
Planet Hollywood International Inc. postponed a $15-million
interest payment due Thursday to holders of $250 million of
subordinated debt, while auditors express doubts about the
theme-restaurant operator's future, The Wall Street Journal
reported. The company also is negotiating with its lead
bank, SunTrust Bank, about an extension of a $12.5 million
payment due Wednesday. Auditor PricewaterhouseCoopers LLP,
auditor for the company, filed a statement with the
Securities and Exchange Commission indicating that ongoing
losses and debt-related problems raise questions about
Planet Hollywood's ability to continue as a going concern.
The company is considering selling a restaurant under
construction in Boston and a concert facility in New York,
called Sound Republic, that was to open this summer. The
company also reported it is taking a larger than expected
charge for the fourth quarter ended Dec. 27; it reported a
loss of $228.3 million for the period. (ABI 30-Mar-99)

RAND ENERGY: Order Grants Motion to Continue Hearing
The Honorable Steven A. Felsenthal entered an order on
March 24, 1999 continuing the hearing on the Disclosure
Statement of Rand Energy Company to May 10, 1999.

RECYCLING INDUSTRIES: Committee Taps CIBC Oppenheimer
The Official Committee of Unsecured Creditors of Recycling
Industries, Inc. and affiliated debtors seeks to retain
CIBC Oppenheimer Corp. to act as financial advisors for the

The firm will analyze and review the acts, conduct,
asswets, liabilities and financial condition of the debtor.  
The firm will advise the committee with respect ot proposed
financial restructuring of the debtors, and perform
valuation analysis on the debtor.  The firm will provide
testimony as necessary.

The firm will be paid a financial advisory fee payable upon
the consummation of the Restructuring equal to 5% of the
Aggregate Consideration distribtuted to the class or
classes of creditors represented by the committee.

SABACOL: GREKA Announces Sale of Substantially All Assets
GREKA Energy Corporation (NASDAQ: GRKA) announced that its
wholly-owned subsidiary, Sabacol, Inc. ("Sabacol"), has
entered into an agreement to sell substantially all of its
real and personal property assets to the operator of such
assets. Further, Sabacol has filed a motion for an order
authorizing the sale of the assets and, upon consummation
of the sale, dismissing Sabacol's bankruptcy case.
Sabacol's assets, located solely in Colombia, consist of a
50% interest in a 118-mile pipeline and varying interests
in heavy oil producing properties.

In exchange for the sale of its Colombian assets under the
terms of the agreement, Sabacol shall receive consideration
of at least $ 10 million consisting of cash, interests in
oil and gas producing properties in California, and full
release of the related debts. Additionally, subject to an
adjustment in March 2000, the Company could receive up to $
5 million in cash and have an option to re-purchase the
Colombian assets for $ 12 million. Such payment or option
would have to be exercised by May 31, 2000. Mr. Randeep S.
Grewal, Chairman, CEO & President stated, "The initial step
of placing Sabacol in Chapter 11 followed by this sale is a
continued demonstration of the successful performance by
management in expeditiously accomplishing its objectives.

As established within our strategy, we focused on disposing
our non-core assets in exchange for cash, debt reduction,
and acquiring core assets in California. This transaction
directly adds value to Greka in terms of cash flow and
profits. Upon closing this transaction, the Company's daily
production would be approximately 4500 BOE." The merger
between Horizontal Ventures, Inc. and Saba Petroleum
Company that was approved by their shareholders on March
19, 1999, became effective on March 24, 1999, and the
surviving entity, Horizontal Ventures, changed its name to
GREKA Energy Corporation. As a result of the merger, Saba's
common stock traded under the symbol SAB has been delisted
from the AMEX. An application is pending to list GREKA on
the NASDAQ National Market.

SERVICE MERCHANDISE: DCR Downgrades Ratings TO 'DD'               
Duff & Phelps Credit Rating Co. (DCR) has lowered its
ratings on the senior and senior subordinated notes of
Service Merchandise Company, Inc. (SME) to 'DD' (Double-D)
from 'CCC' (Triple-C) following the company's announcement
that it has filed Chapter 11 proceedings and obtained a
commitment for debtor-in-possession financing. This action
follows DCR`s March 17, 1999 announcement that a downgrade
would take place once there was a formal Chapter 11 filing.

Since January, SME has replaced its CEO, announced the
closing of 134 stores, cut its workforce by 12 percent and
announced the closing of its Dallas distribution center.  
The company is in the process of reinventing its retail  
format from catalog to self-service retail. However, as the
company undergoes a financial restructuring, more operating
changes are likely.

SERVICE MERCHANDISE: Receives Approval of 1st Day Orders
Service Merchandise Company, Inc. (NYSE:SME) announced
today it has received Bankruptcy Court approval to, among
other things, pay pre-petition and post-petition employee
wages, salaries, commissions, workers' compensation,
health  benefits, life and disability insurance and other
employee obligations during  its voluntary restructuring
under Chapter 11, which commenced on March 27,  1999. The
Court also authorized the Company to pay vendors
and other providers  in the ordinary course for goods and
services received from March 15, and to  honor customer
service programs, including warranties, returns, layaways
and  gift certificates.

In addition, the Court approved interim DIP financing  for
immediate use by the Company to continue operations, pay
employees and  purchase goods and services going forward.
Service Merchandise has received a commitment for up to
$750 million in DIP financing from the Company's current  
senior lenders led by Citicorp USA, Inc., as administrative
agent, BankBoston,  N.A., as documentation agent and
collateral monitoring agent, and Salomon Smith  Barney
Inc., as sole arranger and book manager. The final hearing
on the DIP agreement has been set for April 27. The Court
also scheduled a hearing at that time on a motion the
Company filed Saturday seeking approval of an employee  
retention program.

In related decisions, the Court approved the Company's
requests to continue various vendor-related programs,
including payment of pre-petition consignment claims and
acceptance of consignment procedures, as well as completing
the final inventory clearances at stores previously
announced to be closed.

CEO Sam Cusano stated that Service Merchandise has already
contacted a number of its major vendors, who have indicated
their support.

"With our first-day motions approved and our interim DIP
financing in place, we can now renew our focus on the core
operations of our business and concentrate on our key
constituencies -- our customers, our vendors and our
employees. We will continue our restructuring initiatives
aimed at increasing operating efficiencies, reducing
overhead and improving margins and profitability.  
Concentrating on these areas will enable Service
Merchandise to maximize the value of the business for all
of the Company's stakeholders," Mr. Cusano said.

THORN APPLE: Meeting of Creditors
A chapter 11 case concerning the debtor Thorn Apple Valley,  
Incorporated and its affiliated debtors was filed on March
5, 1999.  A meeting of creditors is set for April 14, 1999
at 10:30 AM at 211 West fort Street, Room 743, Detroit,
Michigan 48226.

WASTEMASTERS: Subsidiary To Resume Operations
WasteMasters, Inc. (Nasdaq: WAST), announced that under its
continuing plan to revitalize the company, C.A.T.
Recycling, Inc., a Florida subsidiary of the company, was
removed from bankruptcy and will resume operations shortly.  
The company is also focused on restructuring the debt of
other subsidiaries through its management consultant.  The
Ridgefield Group.  This move continues Management's
strategy to place emphasis in Florida, where the company
maintains its primary waste-related assets.

The Company also plans to sell certain non-strategic
businesses.  The proceeds will be used to pay off debt and
help finance its next round of acquisitions.  It is
anticipated that other commitments necessary to complete
the turn around will be made available from banks organized
and led by The Ridgefield Group.

David Fuselier, President of The Ridgefield Group, stated,
"We believe the worst of the bleeding is over.  We have an
extended mature board, stabilized assets, good
opportunities and a viable future."

WasteMasters, Inc., based in Atlanta, is a growing leader
in providing waste management services.  The Company has
operations throughout both the Northeastern and
Southeastern United States, serving municipal, commercial,  
industrial and residential customers.


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-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
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