TCR_Public/990420.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, April 20, 1999, Vol. 3, No. 76

                           Headlines

ALTA GOLD: Trading in Common Stock Halted
CABLE CORPROATION: Florida Court Confirms SkyLynx's Reorg. Plan
CAJUN ELECTRIC: SWEPCO Sumbits Self-Valued $1.017 Billion Bid
CALDOR CORP.: Weymouth Store Sold to Ames for $2.7 Million
CORDEX CORPORATION: U.S. Trustee Appoints Creditors' Committee

COSMETIC CENTER: Files For Chapter 11 Protection in Delaware
FOOD COURT: Court Establishes May 21, 1999 Bar Date
FWT, INC.: Files Chapter 11 Petition to "Regrow Company"
GEOTEK COMMUNICATIONS: Nextel Presses Forward to Gain Licenses
HOME HEALTH: CEO Feldman Departs; New CEO From Recordex Services

KIWI INTERNATIONAL: DOT/FAA To Expedite Certification Review
NATIONS AIR: Acquisition by New Guilford Underpins Reorg. Plan
PIONEER FINANCE: Involuntary Petitioner Discloses Bond Purchases
SALANT CORP.: Confirms Chapter 11 Plan
STARTER CORP.: Seeks Chapter 11 Protection in Delaware

STORMEDIA INCORPORATED: Asks for 505(a)(1) Tax Determination
TELEPAD CORPORATION: Obtains Final Okay for Factoring Agreement
TRANSTEXAS GAS: Commences Recap Plan through Chapter 11 Filing
UNITED COMPANIES: Kirkpatrick Hired for HUD Investigation
UNITED COMPANIES: Selling 126 Branches to Aegis; Closing Balance

UNITED COMPANIES: COO C. Geron Hargon Steps Down
XITEC, INC.: Files for Chapter 11; Arranges Private Financing

Meetings, Conferences and Seminars

                           *********

ALTA GOLD: Trading in Common Stock Halted
-----------------------------------------
Alta Gold Co. (Nasdaq/NMS:ALTA) announced that it received notice
from the Nasdaq Thursday that, after a review of the company's
news release dated April 14, 1999, announcing that the company
had filed voluntarily to reorganize under Chapter 11 of the
Bankruptcy Code, the Nasdaq had determined to halt trading in the
company's common stock until the company has "fully satisfied" a
Nasdaq demand for additional information.  

While the company hopes to fully satisfy Nasdaq's demand, should
the company fail to submit all of the necessary information by
April 21, 1999, or if the submission is deemed not to warrant
continued listing, Nasdaq apparently intends to begin the
delisting process. If the company's submission is unsuccessful,
the company intends to take steps to have its common stock traded
on the Over-the-Counter market.

Nasdaq also indicated in its notice that Alta Gold Co.'s ticker
symbol will be changed from ALTA to ALTAQ effective upon the
opening of business on April 19, 1999.


CABLE CORPROATION: Florida Court Confirms SkyLynx's Reorg. Plan
---------------------------------------------------------------
SkyLynx Communications Inc. announced last week that the U.S.
Bankruptcy Court for the Middle District of Florida has confirmed
Cable Corporation of America's plan of reorganization as filed by
SkyLynx, according to a newswire report. With the confirmation,
SkyLynx will be able to operate under a channel lease agreement
while awaiting transfer of control approval from the Federal
Communications Commission for the license of channels owned by
Paradise Cable Inc., a subsidiary of Cable Corporation of
America. As part of the plan, all civil actions brought by
Paradise Cable and Cable Corporation of America against SkyLynx
and certain of its principals have been dismissed.  (ABI 19-Apr-
1999)


CAJUN ELECTRIC: SWEPCO Sumbits Self-Valued $1.017 Billion Bid
-------------------------------------------------------------
Officials of Southwestern Electric Power Company said Monday that
their bid in the Cajun Electric Power cooperative bankruptcy now
exceeds that of the competing plan by approximately $57 million.
SWEPCO's bid is worth approximately $1.017 billion, compared to
the new Louisiana Generating bid of $960 million. SWEPCO's bid is
based on interest rate adjustments to its base bid of $940.5
million. Louisiana Generating's $960 million bid also is
interest-adjusted.

The U.S. Bankruptcy Court called for amended plans after
rejecting both competing reorganization plans in a Feb. 11, 1999,
ruling. SWEPCO, the group of electric distribution cooperatives
known as the Committee of Certain Members, and Washington-St.
Tammany Electric Cooperative, Inc. (W-ST) are offering a joint
plan. The competing plan is offered by the Cajun Electric
trustee, who supports the bid by Louisiana Generating LLC.

SWEPCO, the Committee and W-ST filed their joint amended
reorganization plan today, the deadline for final plan
amendments.  Under the SWEPCO/Committee/W-ST plan, an affiliate
of SWEPCO will acquire Cajun's non- nuclear assets.

"Our bid now exceeds the Louisiana Generating bid by about $57
million, based on today's interest rates," said Mike Smith, vice
president of SWEPCO's parent company, Central and South West
Corporation. "Even if interests rates were to fall to 0 percent,
the SWEPCO plan would still pay approximately $30 million more
than Louisiana Generating," he said.

"We are very pleased with this development," Smith said. "With
the leading bid, the support of the majority of the co-ops as
customers, the support of the single largest creditor, and plan
amendments that resolve the technical problems in our previous
filing, we believe we are in a position to move toward resolution
of this long-running, complex case," Smith said.

In their alternative to the plan already rejected by the
Bankruptcy Court, Louisiana Generating substantially lowered
their bid from their previous bid of $1.18 billion.

"We made technical changes to our plan to meet the objections
previously raised by the Bankruptcy Court," Smith said. SWEPCO's
plan amendments include technical changes such as a clarification
that SWEPCO will reject Cajun's existing power supply contracts
with any cooperatives that do not elect to enter into new power
supply agreements with SWEPCO. "The co-ops that choose not to
purchase power from us will be free to buy power from whomever
they wish. Unlike other bidders, our approach has always been
consensual agreements with the co-ops. Also, to assist any co-ops
that elect to buy power elsewhere, we included a provision to
provide interim power for up to 60 months," Smith said.

The joint reorganization plan is subject to confirmation by the
U.S. Bankruptcy Court and approval by regulatory agencies.

The Committee of Certain Members includes Beauregard Electric
Cooperative, Inc., Dixie Electric Membership Corp., Jefferson
Davis Electric Cooperative, Inc., Northeast Louisiana Power
Cooperative, Inc., South Louisiana Electric Cooperative
Association and Valley Electric Membership Corp. Although it has
withdrawn from the Committee for financial reasons,
Washington-St. Tammany Electric Cooperative, Inc. has notified
the court of its continuing support of the SWEPCO/Committee plan.
W-ST also joined as a co-plan proponent in filing the final plan
amendments.  Claiborne Electric Cooperative, Inc. which is not a
member of the committee, also supports the SWEPCO/Committee/W-ST
plan.


CALDOR CORP.: Weymouth Store Sold to Ames for $2.7 Million
----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the purchase of the operating lease of the
former Caldor store located on 140 Main Street in Weymouth,
Massachusetts for $ 2.7 million to Ames Department Stores, Inc.
(NASDAQ: AMES).  The transaction is expected to close promptly
after entry of the Bankruptcy Court order.  

After remodeling by Ames, the stores will open under the Ames
name. Joseph R. Ettore, Ames' President and Chief Executive
Officer, said, "This is a great opportunity for us in
Massachusetts, where we currently operate 34 stores. Along with
the recently purchased former Caldor store in Stoneham and the
former Caldor distribution center in Westfield, our presence in
this state will be significantly strengthened."


CORDEX CORPORATION: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------------
Kelly J. Sweeney, Esq., of the Office of the United States
Trustee in Denver, Colorado, has appointed:

     Mr. Gregory J. Zemnick
     2 No. Roverside Plaza, Suite 1900
     Chicago, IL 60606

     Mr. Peter Moss
     19655 E. Columbia Ave.
     Aurora, CO 80013

     Mr. Casey Parker
     c/o John P. Jones, Esq.
     717 17th St., Suite 2900
     Denver, CO 80206

     Mr. Dan M. Gish
     657 Oakwood Lane
     Castle Rock, CO 80104

to serve on an official Creditors' Committee in the chapter 11
case commenced by Cordex Petroleum, Inc.


COSMETIC CENTER: Files For Chapter 11 Protection in Delaware
------------------------------------------------------------
Cosmetic Center Inc., based in Columbia, Md., has filed for
chapter 11 protection, according to a newswire report. The
personal care products retailer announced plans in March to close
116 stores and cut 875 jobs, and last week said its president and
CEO and the company's CFO have resigned. Kevin Regan, now a
director with PricewaterhouseCoopers, will become CEO effective
immediately.  BankBoston Retail Finance and Congress Financial
Corp. have agreed to provide $50 million in debtor-in-possession
financing.  (ABI 19-Apr-1999)


FOOD COURT: Court Establishes May 21, 1999 Bar Date
---------------------------------------------------
Judge Walrath in Wilmington has ordered that May 21, 1999, is
fixed as the deadline for creditors to file proofs of claim and
proofs of interest against Food Court Entertainment Network, Inc.


FWT, INC.: Files Chapter 11 Petition to "Regrow Company"
--------------------------------------------------------
FWT, Inc. filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code.  The filing is not expected to
affect day-to-day operations of the company, and FWT management
said no staff reductions currently are planned.

FWT designs and markets wireless communications infrastructure
products, including towers, monopoles, shelters, and
PowerMounts(TM).

"We believe FWT has an excellent reputation, a dedicated core
group of employees and a new management team in place that
understands the business and the importance of meeting or
exceeding customer expectations," said Roy Moore, FWT's chief
executive officer. "Our goal is to grow the business by providing
unparalleled customer support and service."

Roy Moore, along with his brothers Carl and Fred, purchased FWT
on April 9 from FWT Acquisition, Inc., which is an affiliate of
Baker Capital Corp. Carl Moore will serve as president and
Fred Moore will be chairman of the Executive Committee. The
brothers' parents, Tommy and Betty Moore, founded FWT 40 years
ago.

The new owners have caused $7 million in working capital to be
invested through an extension of secured debt.

The Moores were recruited by bond holders to return to FWT in
order to restore the company to profitability and to help save
the jobs of the company's 162 employees.

"We have a great deal of experience in running this company, and
that will be invaluable as we begin the formidable task of
restructuring FWT," Roy Moore said. "Our family built this
business by taking a personal interest in serving customers, and
it is a very specialized field. FWT should now have a strong
foundation."

He said management will contact customers and inform them that
FWT is once again run by the Moore family.

"FWT wants to let its valued former customers know that the old
style of leadership has returned," he said.

Moore added that staff will be realigned to focus on marketing
and improved customer service. The core operations personnel are
in place and have ample experience at producing high quality
structures on-time.


GEOTEK COMMUNICATIONS: Nextel Presses Forward to Gain Licenses
--------------------------------------------------------------
Geotek Communications Inc.'s first amended liquidating plan
provides contingencies in the event that the sale of the
company's 191 Federal Communications Commission 900 MHz licenses
to Nextel Communications Inc. (NXTL) fails to close.

Specifically, the plan's disclosure statement, filed with the
plan on April 9, outlines three options of treatment for those
holding interests in Geotek.  Creditor distributions will be
determined based on whether the entire Nextel transaction closes,
whether only a limited number of licenses are transferred, or
whether Nextel fails to consummate the deal.

As widely reported, the court approved Nextel's $150 million bid
for the Geotek licenses in February, rendering the sale subject
to approval from regulators.  All but $19 million of the licenses
to be sold are subject to a July 1995 consent decree Nextel
reached with the U.S. Department of Justice that essentially
limits the number of licenses Nextel can acquire, with the
remaining licenses awaiting the overturning of the consent
decree. (ABI and Federal Filings, Inc. 19-Apr-1999)


HOME HEALTH: CEO Feldman Departs; New CEO From Recordex Services
----------------------------------------------------------------
Home Health Corporation of America, Inc. (OTC Bulletin Board:
HHCAC) announced that, subject to Bankruptcy Court approval,
Bruce J. Feldman, Chairman, President and Chief Executive Officer
has entered into an agreement to resign his positions with the
Company and as a Director in order to pursue other business
interests.  The Company also announced that G. Michael Bellenghi,
Chief Executive Officer of Recordex Services, Inc., a wholly-
owned subsidiary of F.Y.I. Incorporated (Nasdaq: FYII) and an
outside Director of Home Health Corporation of America, Inc.
since 1995, will be named Chairman, and David S. Geller, Chief
Financial Officer, will be named Interim Chief Executive Officer
and a Director upon Bankruptcy Court approval of the agreement.


KIWI INTERNATIONAL: DOT/FAA To Expedite Certification Review
------------------------------------------------------------
KIWI International Air Lines and the FAA have signed a settlement
agreement that will give KIWI the opportunity to revalidate its
certification on an expedited basis. The agreement, subject to
approval by the U.S. Bankruptcy Court, vacates FAA's revocation
order and designates it as a suspension pending the completion of
the certification review.

Under the agreement, the FAA will conduct the review process on
an expedited basis. No fines or penalties were assessed, and the
settlement does not constitute or imply an admission by KIWI of
the allegations brought by the FAA.

In a separate letter dated today, the Department of
Transportation also pledged to give KIWI "expeditious
consideration" to reviewing KIWI's economic fitness.

"We're very pleased to have reached an understanding with the FAA
and to begin the process of the airline's reorganization," said
Charles Stanziale, KIWI's Trustee. "The FAA understandably takes
a serious look at all airline operations, and while the carrier
believed its aircraft were airworthy and operated safely, we will
work closely with the FAA during the revalidation process. We
have avoided a lengthy and expensive litigation process in this
settlement." The FAA used its emergency powers revoking KIWI's
operating certificate on March 24, one day after the US
Department of Transportation stated: "DOT's Federal Aviation
Administration said that despite KIWI's difficulties, it has
determined, based on continued oversight of the carrier, that the
carrier can continue to operate safely."

"While our revalidation will be handled on an expedited basis,
KIWI will work slowly toward the ultimate goal of restarting the
airline," added Stanziale. "We will be completing the
revalidating process while reorganizing our structure and
pursuing financing options." "While we're fully prepared to
demonstrate that FAA's actions were precipitous and unjustified,
we're pleased that KIWI and its employees will now have the
opportunity to provide affordable, safe travel," said

Kenneth Quinn, Esq., of Winthop Stimson Putnam & Roberts,
litigated and settled the case on behalf of KIWI.  A trial on the
matter was scheduled to begin April 20, 1999.  


NATIONS AIR: Acquisition by New Guilford Underpins Reorg. Plan
--------------------------------------------------------------
Nations Air Express, Inc., the charter and scheduled service
airline operator headquartered in Norcross, Georgia announced
yesterday that it has filed a Plan of Reorganization with the
United States Bankruptcy Court for the Northern District of
Georgia in Atlanta.

Under the terms of the Plan, the airline will be acquired by a
new company organized by Mr. David A. Fink, President of New
Hampshire-based Guilford Transportation Industries, Inc. Mr. Fink
is also part of the group of investors who successfully
negotiated to bring Pan American Airways Corp. out of bankruptcy
in Florida last June. Pan Am operates a charter airline providing
service between the U.S. and the Caribbean and Mexico, as well as
an aircraft maintenance facility in Portsmouth, New Hampshire.

Nations Air filed for Chapter 11 bankruptcy protection in October
of 1998 and has continued to operate since that time. Explaining
the decision to acquire Nations Air, Fink noted that the
carrier's certification to perform scheduled service and its
roster of qualified, experienced employees represent a strong
base on which to build. Nations Air President and CEO, Mark
McDonald, will stay on with the reorganized company as it pursues
the goal of expanding its aircraft fleet and reestablishing its
position as an affordable and customer-focused provider of
domestic scheduled service.


PIONEER FINANCE: Involuntary Petitioner Discloses Bond Purchases
----------------------------------------------------------------
To comply with Rule 1003 of the Federal Rules of Bankruptcy
Procedure, David Lesser, President of Hudson Bay Partners, Inc.,
which is the General Partner for Hudson Bay Partners, L.P.,
discloses in an Affidavit filed with the Nevada Bankruptcy Court
that, between April and November, 1998, Hudson acquired $3.3
million of 13.5% First Mortgage Bonds due December 1, 1998,
issued by Pioneer Finance Corp. and guaranteed by Santa Fe Gaming
Corp.  Mr. Lesser assures the Court that none of the Bonds were
purchased for the purpose of filing an involuntary petition
against Pioneer.  


SALANT CORP.: Confirms Chapter 11 Plan
--------------------------------------
Salant Corporation (OTC Bulletin Board: SLNT) announced that at a
hearing held on Friday, April 16, 1999 the Bankruptcy Court
confirmed its Chapter 11 Plan of Reorganization.  As previously
announced, upon Salant's emergence from bankruptcy, Salant will
enter into a new $85 million revolving credit facility with The
CIT Group/Commercial Services, Inc., the Company's existing
working capital lender.

Salant's pre-negotiated chapter 11 plan received the support of
all of the holders of the Company's 10-1/2% Senior Secured Notes
and over 96% of its stockholders who voted. Confirmation of the
chapter 11 plan comes only three and a half months after Salant
filed for chapter 11 protection on December 29, 1998.

Michael Setola, the Company's Chairman and Chief Executive
Officer, stated, "Confirmation clears the way for us to emerge
from bankruptcy by the end of April with not only a deleveraged,
restructured balance sheet, but with a streamlined and improved
business.  The restructuring has enabled us to exit areas of the
business that no longer fit our strategic plan, and, as a result,
we are a stronger company that will be able to focus all of our
efforts on building our Perry Ellis men's apparel business."

Mr. Setola further commented, "We appreciate the strong support
we received from our employees, our customers, our vendors and
our other trading partners throughout the restructuring period.
Most importantly, our entire management team is excited about
Salant's prospects for future growth and profitability in the
months and years ahead."


STARTER CORP.: Seeks Chapter 11 Protection in Delaware
------------------------------------------------------
Sports clothing manufacturer Starter Corp., which makes team logo
jackets, jerseys and uniforms for major league teams, sought
bankruptcy court protection from its creditors on Monday in
Delaware.  The company listed assets of $ 118.1 million and
liabilities of $ 120.5 million.

Starter Corp., the Associated Press relates, was founded in 1971
and became one of the largest manufacturers of team-licensed
sportswear, with contracts to pro basketball, baseball, football
and hockey and more than 100 universities.

Among the 20 largest unsecured creditors listed in Monday's
filing were NBA Properties, $ 15.6 million; Major League Baseball
Properties, $ 1.6 million; NFL Properties, $ 1.2 million; and NHL
Enterprises, $ 903,000.  Other unsecured creditors are Fox
Broadcasting, Player's Inc., and Madison Square Garden.

Employees at the headquarters and at a manufacturing plant in
Cedar Rapids, Iowa, were told to go home Monday afternoon, the AP
added.

"Starter has always been a very strong partner and supporter of
Major League Baseball, and it's very unfortunate that we may not
be able to continue this partnership," Derrick Johnson, a
spokesman for Major League Baseball Properties, told the AP.

"I didn't think this was coming," Michelle Dayton, a production
manager, told WFSB-TV. "I thought maybe we might merge. I thought
maybe we might take some other avenues. But I didn't think this
was going to happen."


STORMEDIA INCORPORATED: Asks for 505(a)(1) Tax Determination
-------------------------------------------------------------
Akashic Memories Corporation, a Debtor-affiliate of Stormedia
Incorporated, claims it is owed $1.2 million in property tax
refunds from Santa Clara County, California.  Stormedia claims
another $400,000 of refunds owed by the County.  The Debtors made
application for these refunds in 1997.  The County has dragged
its feet acting on the refund requests.  Accordingly, the Debtors
ask the Bankruptcy Court in San Jose to determine the propriety
of the property taxes under 11 U.S.C. Sec. 505 and enter a
judgment against the County without further delay.


TELEPAD CORPORATION: Obtains Final Okay for Factoring Agreement
---------------------------------------------------------------
TelePad Corporation has sought and obtained authority from Judge
Walsh in Delaware to continue its pre-petition factoring
agreement with Commerce Funding Corporation and grant Commerce
post-petition superpriority liens to the extent it lends money to
the Debtor post-petition, subject to a $2.5 million cap.  


TRANSTEXAS GAS: Commences Recap Plan through Chapter 11 Filing
--------------------------------------------------------------
TransTexas Gas Corporation (NYSE:TTG) announced that after
constructive recapitalization discussions, with a group
representing a majority of its parent company's Noteholders, it
has filed a Voluntary Petition in the State of Delaware for Order
and Relief under Chapter 11 of Title 11 of the United States
Bankruptcy Code.

The Company believes the filing will allow for an orderly and
timely completion of the recapitalization, involving TransTexas
and its' parent, TransAmerican Energy Corporation. Details of the
recapitalization plan are expected to be filed with the Court
within 30 days.  Further, the Company expects to reach agreement
with certain of these Noteholders for debtor-in-possession
financing, subject to approval by the Court.  Among other capital
needs, the financing will allow TransTexas to continue the
drilling of its development areas, including the Eagle Bay
natural gas field, producing fields in Wharton County and other
South Texas properties.  TransTexas believes that it can improve
cash flow through development drilling in proven producing fields
and thereby, with the commitment of its major creditors, quickly
seek court approval of a plan and restructure in an orderly
manner.

Going forward the Company will pay for all products and services
from vendors in the ordinary course of business.

TransTexas Gas is engaged in the exploration, production and
transmission of natural gas and oil, primarily in South Texas,
including the Eagle Bay field in Galveston Bay. The first four
wells drilled in Eagle Bay are presently producing approximately
75 million cubic feet per day (gross) of high value natural gas
and 9,500 barrels per day (gross) of condensate. TransTexas owns
an approximate 56.75% net revenue interest in the Eagle Bay
field.  Further information can be found at
http://www.transtexasgas.comabout the Company.


UNITED COMPANIES: Kirkpatrick Hired for HUD Investigation
---------------------------------------------------------
United Companies Financial Corporation and its affiliates asks
Judge Walrath in Delaware for authority to retain and employ
Kilpatrick & Lockhart LLP as their special counsel in connection
with on-going investigations of the Company by the United States
Department of Justice and the United States Department of Housing
and Urban Development.  Weil, Gotshal & Manges LLP continues to
serve as the Debtors' lead bankruptcy counsel.


UNITED COMPANIES: Selling 126 Branches to Aegis; Closing Balance
----------------------------------------------------------------
United Companies Financial Corporation (OTC: UCFNQ) announced
Monday that it is close to finalizing an agreement with Aegis
Mortgage Corporation to sell approximately 126 of the retail
branch locations and related assets of its subsidiary UC
Lending(R) and has filed a motion today with the Bankruptcy Court
to approve certain bidding procedures.  

Under the terms of the agreement, which is subject to approval by
the Bankruptcy Court and higher or better offers pursuant to
bidding procedures to be established by the Bankruptcy Court, as
well as to satisfaction of certain conditions, Aegis will pay $ 3
million and the operating expenses relating to such branches and
related assets for a 30 day period immediately preceding the
proposed closing date of June 1, 1999. In addition, Aegis will
agree to purchase all of the loans, which are originated by UC
Lending(R) during such 30 day period.

The Company anticipates that the remaining 29 branches of UC
Lending(R) still in operation will be closed. The Company's
correspondent loan origination unit, UNICOR Mortgage, and
manufactured housing loan unit, United Companies Funding, were
previously closed. The Company continues to operate its servicing
platform, which currently services approximately 128,000 loans
having an aggregate outstanding principal value of $ 6.3 billion.


UNITED COMPANIES: COO C. Geron Hargon Steps Down
------------------------------------------------
United Companies Financial Corporation (OTC: UCFNQ) announced
yesterday that C. Geron Hargon has stepped down from his position
as Chief Operating Officer to facilitate the transition to Aegis
Mortgage Corporation.


XITEC, INC.: Files for Chapter 11; Arranges Private Financing
-------------------------------------------------------------
XiTec, Inc. announced that it signed a letter of intent with a
private group of accredited investors to obtain between $ 900,000
and $1,500,000 of new financing.  In a related development, with
the approval of the Company's Board of Directors, the Company
announced that it had filed for protection under Chapter 11 of
the Bankruptcy Code.

An entity to be organized by the Investors would make the
investment in exchange for up to 1,500,000 shares of Series B
Convertible Preferred Shares.  Of the 1,500,000 Series B Shares
to be purchased, 900,000 would be purchased at closing and up to
an additional 600,000 would be purchased, at the Buyer's option,
during a six month period following the closing. This offer will
be made available to qualified existing equity/debt holders who
may either purchase the Series B Convertible Preferred Shares
through either the investors or directly from the Company at the
closing.

The consummation of the financing transaction is subject to a
number of significant contingencies, including a requirement that
the Buyer raise the capital necessary to make its investment in
the Company, and a requirement that at least three of the
Company's major creditors convert approximately $ 1.1 million of
debt into shares of Series A Convertible Preferred Shares.
Moreover, the Company must work in good faith to convert other
outstanding indebtedness into Series A Shares. "We believe that
the Chapter 11 filing provides XiTec with the best forum to reach
agreement with its creditors and to put XiTec in a position to
close on this critical financing," said Michael Sullivan, XiTec's
president and chief executive officer.  "We are now in a better
position to deal with the liquidity and cash flow issues that
have hampered our ability to operate our core business," added
Sullivan.  The financing transaction would require bankruptcy
court approval.

In light of these significant contingencies, there can be no
assurance that the financing transaction contemplated by the
letter of intent will be consummated.

The Series B Shares would contain a conversion feature permitting
the Buyer to convert the shares into shares of Common Stock
representing, on a fully diluted basis, as much as 44.44% of the
outstanding Common Stock of the Company. The largest Series A
shareholder would have the right to designate one member of the
Company's board of directors, while the Buyer (so long as it owns
70% of the Series B Shares) would have the right to designate a
majority of the directors to the Company's Board of Directors.

As part of the financing transaction, the Company has agreed to
issue options to purchase 1,000,000 shares of the Company's
common stock to persons designated by the Buyer, unless the
Buyer fails to raise the capital necessary to make its  
investment. Moreover, the Company has agreed to issue to certain
key employees options vesting over a period of 18 months, to
purchase 1,000,000 shares of the Company's common stock. All of
these options are exercisable at a price per share equal to the
market value as of the date that the letter of intent was
executed.

XiTec is a leader in the design, development and distribution of
mini C-Arm fluoroscopic imaging systems with medical, veterinary
and non-destructive test applications.



Meetings, Conferences and Seminars
----------------------------------

April 22-23, 1999
   AMERICAN LAW INSTITUTE -- AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUTING PROFESSIONAL EDUCATION
      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
   COMMERCIAL LAW LEAGUE OF AMERICA
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or clla@clla.org   

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

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

April 30-May 4, 1999
   INTER-PACIFIC BAR ASSOCIATION
      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
   COMMERCIAL LAW LEAGUE OF AMERICA
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

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

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 10-15, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or clla@clla.org

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

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

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

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

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      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
conferences@bankrupt.com are encouraged.  

                           *********

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

Bond pricing, appearing 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
prohibited without prior written permission of the
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
       
               * * *  End of Transmission  * * *