TCR_Public/990701.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
         Thursday, July 1, 1999, Vol. 3, No. 125                                              
                           
                    Headlines

ABLE TELECOM: Conversions, Options & Warrants Focus Of Meeting
AMERICAN MOBILE SATELLITE:7 Million Shares To Go On The Market
AMERITAS VARIABLE: Company Seeks To Issue Investment Type Policy
COMMERCIAL FINANCIAL: Court Denies Motion To Hire Skadden, Arps
COMMERCIAL FINANCIAL: Requests Approval of "Stay-Put" Bonuses

FIRSTPLUS FINANCIAL: Committee Taps Southwest Securities
FLORIDA COAST: Committee Taps Local Counsel
GENEVA STEEL: Applies To Employ Spencer Stuart
GREATE BAY HOTEL: Continuance of Disclosure Statement Hearing
INTEGRAL PERIPHERALS: Order Confirming Plan

JPE INC: Major Shift In Company Ownership & Management
JUMBOSPORTS: Order Extends Exclusivity
KOMAG INC: Plans Securities Offer "From Time To Time"
LEVITZ: Will File Plan, Disclosure Statement By July 7
LTV CORP: Steelworkers Claim Victory in Campaign

LOEHMANN'S INC: Meeting of Creditors
LONG JOHN SILVER: Seeks To Extend Exclusivity
NU-KOTE: Lender Objects To Investment Bankers
NWR: Case Dismissed
PENN TRAFFIC: Exits Chapter 11

PHP HEALTHCARE: Order Authorizes Retention of Legg Mason
PINNACLE BRANDS: Order Extending Exclusivity
RINCON ISLAND: Seeks Approval of Compromise With South Coast Oil
ROOM PLUS INC: Order Extends Time To Assume or Reject Leases
SGL CARBON: Seeks Approval of Stipulation With Laclede Gas

SHOE CORP: Case Summary & 20 Largest Creditors
SOURCEONE WIRELESS: Seeks Time To Assume or Reject Tower Leases
SOUTHERN PACIFIC: Liquidating Trustee Designated
STORMEDIA: Seeks Extension of Time To Assume/Reject Leases
UNITED HEALTHCARE: Stock Options Call For Registration Of Stock

UNITED PETROLEUM: Hearing to Consider Disclosure Statement
VOICE IT WORLDWIDE: Order Authorizes Employ of Dillon-Gage
WASTE SYSTEMS INTERNATIONAL: Offering Series B Sr Note Exchange
WINDSOR ENERGY: Seeks Approval of Compromise With South Coast Oil
WSR CORP: Order Extends Exclusive Periods
XCL CHINA: Apache China Files Involuntary Petition

                    **********

ABLE TELECOM: Conversions, Options & Warrants Focus Of Meeting
--------------------------------------------------------------
Able Telecom Holding is planning for the 1999 annual meeting of
shareholders to be held at The Embassy Suites Hotel, 555 S. 10th
Street, Omaha, NE 68102 at 10:00 a.m. Central Standard Time, on a
date yet to be announced. The Proxy Statement to be mailed will
describe the business to be conducted which includes seeking
shareholder approval for the following:

     1. To elect six Directors to serve until the 2000 annual
meeting or until their respective successors are elected and
qualified;
     2. To ratify and approve amendments to the company's
Articles of Incorporation to increase the number of authorized
shares of common stock from 25 million to 100 million; preferred
stock from one million to five million;
     3. To amend Able's 1995 Stock Option Plan to:  increase the
number of shares authorized for issuance under the Plan from
1,300,000 to 3,500,000; modify certain terms of the grants of
options to Non-Affiliate Directors which include:  increasing the
number of options granted to Non-Affiliate Directors from 5,000
(initially) to 10,000(annually), granting additional options on
an annual basis to Non-Affiliate Directors who serve as Chairman
of the Board of the company, and as Chairman and/or as a member
of a Board committee, and extending the exercise period of the
options to Non-Affiliate Directors to the earlier of the date
which is six years from the date of its grant or September 19,
2005, or the date which is two years after the date that such
Non-Affiliate Director is no longer serving in such capacity;
     4.  To ratify and approve the issuance of stock options
granted to certain Officers and Directors of the Company;
     5.  To approve the possible issuance of more than 1,875,960
shares of common stock upon the exercise of certain options and
stock appreciation rights granted to WorldCom, Inc., which share
amount represents at least 20% of the outstanding common stock
determined immediately prior to the MFSNT Agreement dated April
26, 1998 (this proposal and Proposal No. 6 are independent of the
other);
     6.  To approve the possible issuance of more than 1,875,960
shares of common stock upon the conversion of the Series B
Convertible preferred stock and exercise of certain warrants
issued in the Series B offering described in the Proxy materials,
which share amount represents at least 20% of the outstanding
common stock determined immediately prior to the MFSNT agreement
dated April 26, 1998 (this proposal and Proposal No. 5 are
each independent of the other);
     7.  To ratify the appointment of Arthur Andersen LLP as the
company's independent accountants for the fiscal year ended
October 31, 1999; and
     8.  And, as is usual, to transact any other business that
may be presented at the 1999 annual meeting of Shareholders or
any adjournments or postponements of the annual meeting.

Attendance at the annual meeting is limited to shareholders as of
the record date of June 8, 1999 (or their authorized
representatives) and to guests of the company.


AMERICAN MOBILE SATELLITE:7 Million Shares To Go On The Market
--------------------------------------------------------------
American Mobile Satellite Corporation is offering for sale
7,000,000 shares of common stock in the company. All of the
shares are being offered by the company itself.  On June 23,
1999, the last reported sale price of the common stock on the
Nasdaq National Market was $18.00 per share.

The underwriters may, under certain circumstances, purchase up to
an additional 1,050,000 shares of common stock of American Mobile
from Motorola, Inc. at the public offering price less the
underwriting discount. In that event American Mobile would not
receive any of the proceeds from any shares of common stock sold
by Motorola.  The underwriters are severally underwriting the
shares being offered.

A profile on the company may be found at http://www.sec.gov/cgi-
bin/srch-edgar?0000950133-99-002268 free of charge, on the
Internet.


AMERITAS VARIABLE: Company Seeks To Issue Investment Type Policy
----------------------------------------------------------------
Ameritas Variable Life Insurance Company is seeking approval from
the SEC of a prospectus announcing the issuance, to the public,
of a survivorship type insurance policy called Bravo.  The
company describes it as a flexible premium variable universal
life insurance policy which pays a death benefit upon the "second
death" (referring to the death of the survivor of the
originally insured couple).   Like traditional life insurance
policies,  a Bravo  policy provides death benefits to  
beneficiaries  and gives the policy owner  the opportunity to
increase the policy's  value.  Unlike traditional policies,  
Bravo is reputed to let an insured vary the frequency and amount
of premium payments  rather than follow a fixed premium payment
schedule. The company also states that an insured can
change the level of death benefits as often as once each year.

A Bravo policy is different from traditional life insurance
policies in another important way, according to the company: an
insured may select how policy premiums will be invested.  
Although each policy owner is guaranteed a minimum death benefit,
the value of the policy, as well as the actual death benefit,  
will vary with the performance of investments
selected.

The investment options available through Bravo include  
investment portfolios managed by Ameritas  Investment Corp.,  
Fidelity  Management & Research Company, Fred Alger Management,  
Inc.,  Massachusetts  Financial Services  Company,  and Morgan
Stanley Dean Witter  Investment  Management Inc. Each of these
portfolios has its own investment objective and policies.  These
are described in the prospectuses for each investment
portfolio  which must  accompany the Bravo prospectus.  A choice
can also be made to allocate premium payments  to the Fixed
Account managed by Ameritas Variable Life Insurance Company.

A Bravo policy will be issued after AVLIC accepts a prospective
policy owner's application. Generally, an application must
specify a death benefit no less than $100,000. Bravo policies are
available to cover individuals between the ages of 20 and 90 at
the time of purchase, although at least one of the individuals
must be no older than 85. A Bravo policy, once purchased, may
generally be canceled within 10 days after receipt.

The Bravo prospectus is designed to assist a potential buyer in  
understanding  the opportunity  and  risks  associated  with  the
purchase  of  a  Bravo  policy.   Prospective policy  owners are
urged to read the prospectus carefully and retain it for future
reference.  And the prospectus must be accompanied by a
prospectus for each of the investment portfolios available
through Bravo.

Although the Bravo policy is designed to provide life insurance,  
a Bravo policy is considered  to be a security.  It is not a
deposit with, an obligation of, or guaranteed or endorsed by any
banking institution, nor is it insured by the Federal Deposit  
Insurance  Corporation,  the Federal Reserve Board, or any other  
agency.  The purchase of a Bravo policy involves investment  
risk, including  the possible loss of principal.  For this
reason, Bravo may not be suitable for all individuals.  It may
not be advantageous to purchase a Bravo policy as a replacement
for another type of life insurance or as a way to obtain
additional insurance protection if the purchaser already  owns
another survivorship flexible premium variable universal life
insurance policy.

Neither the SEC or any State Securities Regulatory Authority has
approved the securities, or determined that the company's
prospectus is accurate or complete.  Additional information, if
desired, may be had by accessing http://www.sec.gov/cgi-bin/srch-
edgar?0000783402-99-000033 free of charge, on the Internet.


COMMERCIAL FINANCIAL: Court Denies Motion To Hire Skadden, Arps
---------------------------------------------------------------
On June 23, 1999, the Bankruptcy Court for the Northern District
of Oklahoma entered an order denying the application to hire the
law firm of Skadden, Arps, Slate, Meagher & Flom (Illinois)


COMMERCIAL FINANCIAL: Requests Approval of "Stay-Put" Bonuses
-------------------------------------------------------------
Commercial Financial Services, Inc. Seeks court approval of the
payment by CFS of "stay-put" bonuses to certain employees.  The
bonuses apply to 140 employees to induce them to remain in place
pending the transition and wind-up.  CFS estimates that the
aggregate stay-put bonuses will approximate $570,000.


FIRSTPLUS FINANCIAL: Committee Taps Southwest Securities
--------------------------------------------------------
The Official Unsecured Creditors Committee of FirstPlus
Financial, Inc. Files an application for an order authorizing the
employment of Southwest Securities, inc. As residual and
servicing valuation experts and consultants for the Committee,
effective June 1, 1999.  A hearing will be conducted at the US
Courthouse, 1100 Commerce Street, Dallas, Texas on July 21, 1999
at 1:45 PM.  The Committee is also seeking to employ Boston
Portfolio Advisors, Inc. As residual and servicing valuation
experts and consultants. Southwest Securities will generally
provide the Committee with information regarding the
marketability of Residuals within the debtor's estate.  

Southwest Securities will also advise the Committee on a
structure that can be utilized to realize the value of the
Residuals in the debtor's estate, including for illustration
purposes and not by way of limitation, perform detailed analysis
of the debtor's residual valuation models, suggest changes or
customize its own valuation model depending on the need, balance
models to trustee reports, compare model structure to
securitizations, and track securitization tranches, and residual
performances.

BPA will generally, provide loan level review and loan servicing
valuation, outline and implement due diligence from information
obtained from the debtor, evaluate policies and procedures
pertaining to loan servicing, review collection procedures and
practices with regard to troubled loans, perform trend analysis ,
evaluate sample default and foreclosed loans to test quality of
servicing, and accuracy of tape data, test sample of REO
properties for recovery practices, review investor reporting, aid
with whole loan sales, analyze 1998 re-writes, load computer
tapes and balance the general ledger, obtain and evaluate
underwriting policies and history of changes, profile portfolio
by securitization; credit rating, product type and related
matters, review document exception ports and data files and
perform static pool analysis by securitization.

The two firms will prepare a list of their activities so as not
to duplicate their efforts.


FLORIDA COAST: Committee Taps Local Counsel
-------------------------------------------
The Official Committee of Unsecured Creditors filed an
application to approve retention of Rosenthal, Monhait, Gross &
Goddess, PA as local counsel to the Committee.


GENEVA STEEL: Applies To Employ Spencer Stuart
----------------------------------------------
Geneva Steel Company applies for an order approving the
employment of SSI (US) Inc., doing business as "Spencer Stuart",
as executive search consultant to assist Geneva in its ongoing
search for a Senior Vice President of Operations.  Geneva has
engaged Spencer to research, identify, screen, and interview
potential candidates, as directed by Geneva, and to present the
most promising candidates to the debtor.  Geneva agreed to a
minimum professional retainer fee of $80,000 for the search.


GREATE BAY HOTEL: Continuance of Disclosure Statement Hearing
------------------------------------------------------------
In the case of Greate Bay Hotel and Casino Inc., et al., the
Disclosure Statement Hearing shall be held before The Honorable
Judith H. Wizmur, August 2,1999 at 2:00 PM at the US Bankruptcy
Court, 15 North Seventh Street, Camden, New Jersey 08102-1104.


INTEGRAL PERIPHERALS: Order Confirming Plan
-------------------------------------------
On June 17, 1999 the US Bankruptcy Court for the District of
Colorado entered an order confirming the amended joint plan of
reorganization proposed by Integral Peripherals, Inc., debtor and
the Official Unsecured Creditors Committee of Integral
Peripherals, Inc.


JPE INC: Major Shift In Company Ownership & Management
------------------------------------------------------
JPE Inc. announced beneficial ownership of 67.2% of the common
stock of the company, represented by 9,441,420 shares, now
resides with ASC Holdings LLC, Kojaian Holdings LLC, Mike
Kojaian, C. Michael Kojaian, and Heinz C. Prechter.  Each has
voting and shared dispositive power over the total number of
shares mentioned.

The address of ASC Holdings LLC and Heinz C. Prechter is One
Heritage Place, Suite 400, Southgate, Michigan 48195; and the
address of Kojaian Holdings LLC, Mike Kojaian and C. Michael
Kojaian is 1400 North Woodward Ave., Suite 250, Bloomfield Hills,
Michigan 48304.  Their principal occupations are as follows: Mike
Kojaian is the President and C. Michael Kojaian is the Executive
Vice President, Secretary and Treasurer of Kojaian Management
Corporation, which is engaged in the business of managing
commercial real estate; Heinz C. Prechter is the Chairman and
founder of ASC Incorporated, which is a long time supplier of
specialty vehicles and open air systems to the global automotive
market; and each of ASC Holdings LLC and Kojaian Holdings LLC are
holding companies that own common stock and First Series
preferred shares of JPE.

Each of ASC Holdings LLC and Kojaian Holdings LLC purchased
4,720,710 shares of common stock of the company for $993,362.915
(for a per common share purchase price of approximately $.21),
and 780,000 First Series preferred shares of the company (each
Preferred Share generally possessing rights and privileges equal
to 50 common shares) for $8,206,637.355 (for a per First Series
preferred share purchase price of approximately $10.52).
Accordingly, ASC Holdings LLC and Kojaian Holdings LLC together
purchased a total of 9,441,420 common shares (for a total of
$1,986,725.83), and a total of 1,952,352.19 First Series
preferred shares (for a total of $16,413,274.17). The funds from
ASC Holdings LLC originated from personal accounts of Mike
Kojaian and C. Michael Kojaian. The funds from ASC
Holdings LLC were borrowed from an affiliate (Heritage
Newspapers, Inc.) pursuant to a one year, non-interest
bearing, demand promissory note.  The common shares were said to
be acquired by ASC Holdings LLC and Kojaian Holdings LLC for
investment purposes.

Heinz C. Prechter, Mike Kojaian and C. Michael Kojaian were each
elected to serve as a director of JPE on May 27, 1999. David L.
Treadwell, President and Chief Executive Officer of ASC Holdings
LLC, was elected Chairman of the company and of the Board of
Directors of the company on May 27, 1999.  The owners of the
above cited shares of common stock are currently investigating
strategic alternatives to increase shareholder value, including
potential mergers, joint ventures, sales, divestitures and
similar transactions involving each of the subsidiaries of the
company as well as potential acquisitions of other businesses.
One of the potential acquisitions is the possible acquisition of
all of the outstanding capital stock or all or substantially all
of the assets of Dott Industries, Inc., a Michigan corporation,
by the company or affiliates of the company. The parties have not
agreed to any potential terms or conditions regarding such
acquisition.  Mike Kojaian and C. Michael Kojaian own
approximately 70% of the shares of Dott Industries, Inc.

James J. Fahrner resigned as Chief Financial Officer and
Executive Vice President of JPE as of May 27, 1999, and will have
left the employ of the company by June 26, 1999. The company is
currently evaluating the need to replace the Chief Financial
Officer.

In addition to the common stock owned, the shares of First Series
preferred stock owned by the parties represents 98.6% of JPE's
outstanding preferred stock.


JUMBOSPORTS: Order Extends Exclusivity
--------------------------------------
On June 23, 1999, the US Bankruptcy Court for the Middle District
of Florida, Tampa Division entered an order extending the time in
which the debtors must file a plan of reorganization through and
including September 3, 1999.

The debtors' exclusive right to file a plan is extended through
and including the earlier of:

a. September 3, 1999 or

b. Ten days after the date of the termination of the employment
of Alfred Fasola, Michael Worrall, and Thomas Noonan.

If the debtors file a plan or before September 3, then they shall
continue to have the exclusive right to obtain acceptances to any
such plan through and including November 3, 1999.

If the debtors file a plan as provided in section b. above, then
they shall continue to have the exclusive right to obtain
acceptances of any such filed plan 60 days after the filing of
such plan.


KOMAG INC: Plans Securities Offer "From Time To Time"
-----------------------------------------------------
Komag Inc. may offer from time to time up to  $150,000,000  of  
its debt securities, warrants, preferred stock, depositary
shares, or common stock.  When it offers securities, the company
will provide a prospectus, supplement or term sheet relating to
such  securities.   The prospectus supplement or term sheet for
each offering of securities will describe in more detail the plan
of distribution  for that offering. Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of the securities or determined if
the prospectus is truthful or complete.

Komag Inc. designs, manufactures and markets thin-film media
(disks), the primary storage medium for digital data used in
computer hard disk drives.  The company believes it is the  
world's largest independent manufacturer  of thin-film media and
is well positioned as a broad-based strategic  supplier of choice  
for the  industry's  leading  disk  drive manufacturers.  Its  
business strategy  relies on a combination  of advanced  
technology  and  high-volume manufacturing. The company's
products  serve the desktop and  enterprise  segments of the disk
drive market and are used in  products  such as personal  
computers,  disk arrays,  network  file  servers and  engineering  
workstations.  It manufactures leading-edge disk products  
primarily  for 3 1/2-inch  form factor  hard disk drives.  Komag  
was organized in 1983 and is incorporated  in the  State  of
Delaware.  Its principal office is located in San Jose,
California.

The company states that it intends to use the net proceeds from
the sale of the securities  to repay  indebtedness  and  for  
general  corporate purposes, unless  otherwise specified in the
prospectus supplement relating to such securities. Pending such
applications, it plans to invest the net proceeds in interest-
bearing investment grade securities.

The securities may be offered independently or together with
other securities and may be attached to, or separate from, such
other securities. The securities will be offered to the public on
terms determined by market conditions at the time of sale and set
forth in a prospectus supplement.  The securities offered
pursuant to the prospectus may be offered in one or more series
of up to  $150,000,000 aggregate public offering price, as the
company will designate at the time of offering.


LEVITZ: Will File Plan, Disclosure Statement By July 7
------------------------------------------------------
Levitz Furniture Inc. intends to file a disclosure statement and
reorganization plan by July 7, according to Monday's notice of
the not timely filing of its annual report with the Securities
and Exchange Commission. Monday's filing asserts that "the
substance of the Plan will impact the disclosures required by the
Company's . . . Annual Reports on Form 10-K." Therefore, due to
the fact that the plan and related disclosure statement have yet
to be filed, the annual report containing annual financial
results as well as documenting the plan's effects is not ready to
be filed. The furniture retailer continued by stating that the
inability to file the annual report on time can not be eliminated
"without unreasonable effort or expense." The filing also notes
that there will be no significant change in this year's Levitz's
operating results in relation to the operating results reported
last year. (The Daily Bankruptcy Review and ABI Copyright c June
30, 1999)


LTV CORP: Steelworkers Claim Victory in Campaign
-------------------------------------------------
LTV Corp. has signed a court-enforceable agreement with the
United Steelworkers promising that it will either guarantee the
union neutrality in organizing employees of Trico Steel or that
it would get out of the $450 million venture in a non-union
minimill it built in Alabama, according to The Pittsburgh Post-
Gazette. United Steelworkers President George Becker called it a
victory in the union's five-year campaign against LTV's
investment in the Alabama mill. Union workers were outraged that
LTV decided to invest in Trico with two foreign partners, stating
it was a "slap in the face" to the members who granted LTV
concessions during the 1980s when it struggled financially and
who helped the company emerge from a seven-year chapter 11 case.
(ABI 30-June-99)


LOEHMANN'S INC: Meeting of Creditors
------------------------------------
A meeting of creditors is scheduled for July 16, 1999 at 10:00 AM
at the J. Caleb Boggs Federal Building, 844 King Street, Room
2313, Wilmington, Delaware.  On May 18, 1999 Loehmann's Inc.
Filed its petition in the case.


LONG JOHN SILVER: Seeks To Extend Exclusivity
---------------------------------------------
The debtors, Long John Silver's Restaurants, Inc., et al. Seek a
court order extending the debtors' exclusive periods for a period
of approximately 60 days.

The debtor seeks to extend the exclusive periods within which to
file a plan of reorganization and solicit acceptances thereto,
through September 2, 1999 and October 28, 1999 respectively.  The
debtors say that they have made substantial progress towards
reorganization, including the negotiation and execution of an
agreement to sell all the shares of the debtors, the negotiation,
formulation and filing of a plan of reorganization based on the
stock sale, and the preparation and filing of a disclosure
statement relating to the plan.  The debtors submit that this
substantial progress justifies granting the relief requested by
the motion.  The debtors have tentatively scheduled a
confirmation hearing to commence on August 18, 1999.  The debtors
intend to consummate the transactions contemplated by the Stock
Purchase Agreement on September 1, 1999.  The debtor reviews it s
progress in these cases, alleging hat the extension is warranted.  
By extending the exclusive periods, the debtors say that they
will have the opportunity to build on their substantial progress.


NU-KOTE: Lender Objects To Investment Bankers
---------------------------------------------
NationsBank, NA for itself and as agent for a lender group filed
an objection t the application for authorization to employ
Conway, Del Genio, Gries & Co. As investment bankers for the
debtors, Nu-Kote Holding, Inc. and its affiliated debtors.

The lenders state that the payment of the investment bankers
(starting at $25,000 in fees) constitutes an impermissible use of
the lenders' cash collateral;

Payments as requested will further exacerbate the lack of
adequate protection; and

The application is premature and will result in unnecessary
expenses of the estates; particularly in light of the joint
creditors' plan filed by the lenders and the Creditors'
Committees.


NWR: Case Dismissed
-------------------
An order was entered on June 24, 1999 granting the Chapter 11
Trustee's motion to dismiss the case of NWR, Inc. and to abandon
remaining assets to Foothill Capital Corporation.


PENN TRAFFIC: Exits Chapter 11
------------------------------
Penn Traffic Co. announced yesterday that it has emerged from
chapter 11 protection and that $1.3 billion of notes have been
restructured as a result, according to Reuters. The supermarket
chain operator, with 213 stores in Pennsylvania, upstate New
York, Ohio and West Virginia, is exchanging formerly outstanding
senior notes for $100 million of new senior notes and 19 million
shares of new common stock. Formerly outstanding senior
subordinated notes are being exchanged for 1 million shares of
new common stock and six-year warrants to purchase 1 million
shares of new common stock with an exercise price of $18.30 per
share. Penn Traffic has entered into a new $320 million secured
credit agreement with its bank group, led by Fleet Capital Corp.
The facility has more than $100 million in unused borrowing
capacity currently. Penn Traffic's joint plan of reorganization
was confirmed on May 27. (ABI 30-June-99)


PHP HEALTHCARE: Order Authorizes Retention of Legg Mason
--------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the employment and retention of Legg Mason Wood
Walker, Inc. as investment bankers for the debtor.  


PINNACLE BRANDS: Order Extending Exclusivity
--------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order extending for forty-five days the periods in which only the
debtors may file a plan or plans of reorganization and only the
debtors may solicit acceptance thereof.

The time period within which each of the debtors shall have the
exclusive right to file a plan be, and it hereby is, extended to
and including July 18, 1999 and the time period within which each
of the debtors shall have the exclusive right to solicit
acceptances for their plan be, and it hereby is, extended to and
including September 17, 1999.


RINCON ISLAND: Seeks Approval of Compromise With South Coast Oil
----------------------------------------------------------------
The debtors, Rincon Island Limited Partnership and Windsor Energy
US Corporation seek court approval to settle the adversary
proceeding with South Coast Oil Corporation.  The debtors will
transfer to South Coast wells 7,8,9, and 11 in the deep zone of
California State Oil and Gas Lease PRC 145, certain rights to
redrill and rework the Contested Deep Zone Wells, and the right
to exploit the Contested Deep Zone Wells and well 4 and well 10
in circular 10-acre areas whose centers are the existing
wellbores around those wells.  South Coast must post a bond and
obtain governmental approvals.  In exchange, South Coast cedes
the debtors any rights it has in deep zone wells 15 and 16 and
the remaining acreage of lease 145 and a 3% overriding royalty
interest in the assets debtors are retaining.  South Coast also
waives its pre and post petition claims against the debtors of
between $2.2 million and $4.2 million.  The debtors believe that
the proposed compromise is in the best interest of the estates,
because the assets being transferred to South Coast are not of
significant value to the debtors, and the estates will be
relieved from potentially substantial plugging, abandonment and
other costs.


ROOM PLUS INC: Order Extends Time To Assume or Reject Leases
------------------------------------------------------------
The US Bankruptcy Court for the District of New Jersey entered an
order on June 21, 1999 granting the request of the debtor, Room
Plus Inc. An extension of time to and including October 23, 1999
to assume or reject the leases of the debtor.



SGL CARBON: Seeks Approval of Stipulation With Laclede Gas
----------------------------------------------------------
The debtor, SGL Carbon seeks approval of a stipulation and order
between SGL Carbon Corporation and Laclede Gas Company regarding
a Cost Sharing and Environmental Response Agreement.

The debtor and Laclede are alleged to be responsible for
environmental conditions at real property and improvements
commonly known as the Carondelet Coke Site situated in the City
of St. Louis, Missouri based on their respective former ownership
and operation of the site.  Without admitting any liability or
responsibility for any contamination on or emanating from the
site, and for the purposes of resolving the parties' alleged
legal obligations concerning the Site, Laclede and the debtor
have agreed pursuant to the Agreement to perform, and to fund on
an equal basis, all response activities required to fulfill
reasonable requirements imposed by the Missouri Dept. Of National
Resources associated with responding to the release or threatened
release of hazardous substances.  The parties anticipate that the
total costs to be funded equally will not exceed $10 million.


SHOE CORP: Case Summary & 20 Largest Creditors
----------------------------------------------
Debtor:  Shoe Corporation of America, Inc.
         2935 Innis Road
         Columbus, OH 43224


Court: Southern District of Ohio, Eastern Division

Case No.: 99-55400    Filed: 06/14/99    Chapter: 11
Case No.: 99-55401 SCOA License, Inc.

Debtor's Counsel:  

Thomas R. Allen
Thnompson Hine & Flory, LLP
10 West Broad Street
Columbus, Ohio 43215
                 

20 Largest Unsecured Creditors:

   Name                                 
  ------         
Rice Partners II, LP
Nike USA , Inc.
Brown Shoe Company
Nine West
Maxwell Shoe Company
Reebok International LTD
Keds Corporation
Azaleia
Bennett Footwear Group
Skechers USA, Inc.
Marlboro Footworks
Footwear-Unlimited
Florsheim Group, Inc.
Bostonian Shoe Company
J Renee by Remac
Kenneth Cole Productions
Emyco International Corp.
J&L Footwear, Inc.
Wolverine World Wide, Inc.
Aerosoles


SOURCEONE WIRELESS: Seeks Time To Assume or Reject Tower Leases
---------------------------------------------------------------
The debtor, Sourceone Wireless, Inc. seeks an extension of time
to assume or reject the Tower Leases, by sixty days, to and
including August 26, 1999.

The debtor is pursuing a sale of all or substantially all of its
assets and assumption and assignment of its leases pursuant to
the Bankruptcy Code.  The debtor and its investment banker are
working to obtain bid proposals from one or more potential
purchasers and to close any sales by the end of June 1999 or the
first part of July 1999.  


SOUTHERN PACIFIC: Liquidating Trustee Designated
------------------------------------------------
Pursuant to the second amended plan of reorganization, the
Official Creditors' Committee of Southern Pacific Funding
Corporation designates Jeffrey H. Beck as Liquidating Trustee.


STORMEDIA: Seeks Extension of Time To Assume/Reject Leases
----------------------------------------------------------
The debtors, Stormedia Incorporated, and its debtor affiliates
seek an extension of time to assume, assume and assign, or reject
unexpired nonresidential real property leases.  StorMedia asserts
that this case involves five leases, four of which cover foreign
property.  StorMedia continues to occupy the leased space under
each lease agreement.  StorMedia intends to meet its postpetiton
monetary obligations on the leases and intends to continue
postpetition performance pending a decision on assumption or
rejection.  The leases are critical assets of the debtors.  The
debtors plan to liquidate substantially all of their assets in a
relatively short period of time.  The debtors have made decisions
regarding 14 of their 19 leases prior to this motion, but the
debtors have not yet made determinations with respect to the
final 5 leases.


UNITED HEALTHCARE: Stock Options Call For Registration Of Stock
---------------------------------------------------------------
United Healthcare Corporation, a Minnesota Corporation, will be
filing with the SEC a Registration Statement relating to the sale
of up to 8,506,412 shares of the company's common stock, $.01 par
value per share, issuable upon the exercise from time to time of
stock options granted pursuant to the United HealthCare
Corporation 1998 Broad-Based Stock Incentive Plan.


UNITED PETROLEUM: Hearing to Consider Disclosure Statement
----------------------------------------------------------
A hearing will be held on July 22, 1999 at 5:00 PM in the US
Bankruptcy Court, 824 Market Street, 6th Floor, Wilmington,
Delaware to consider the adequacy of the information contained in
the Disclosure Statement.


VOICE IT WORLDWIDE: Order Authorizes Employ of Dillon-Gage
----------------------------------------------------------
The US Bankruptcy Court for the District of Colorado entered an
order authorizing the debtor, Voice It Worldwide, Inc. To employ
Dillon-Gage Securities, Inc. To provide investment banking
services to the debtor.

The firm will attempt to find a source of $1-$2 million in DIP
financing to be used as working capital.  The firm charges a
transaction fee equal to the greater of 2.5% of the total
financing consummated or $25,000.  An Engagement Fee of $5000 is
payable with entry of the Agreement.


WASTE SYSTEMS INTERNATIONAL: Offering Series B Sr Note Exchange
---------------------------------------------------------------
Waste Systems International, Inc. is offering to exchange
$77,500,000 principal amount of its 11 1/2% Series B Senior notes
due 2006 for the same principal amount of its outstanding 11 1/2%
Senior notes due 2006.

The company indicates the 11 1/2% Series B Senior notes due 2006
offered for exchange are substantially identical to those of the
currently outstanding senior notes, except that some transfer
restrictions and registration rights relating to the outstanding
Senior notes will not apply to the new 11 1/2% Series B Senior
notes due 2006.

There is currently no established trading market for the 11 1/2%
Series B Senior notes due 2006, and Waste Systems does not intend
to apply to list the 11 1/2% Series B Senior notes due 2006 on
any securities exchange.  Notes tendered for exchange may be only
in denominations of $10,000 and multiples of $10,000 and tender
offers may be withdrawn at any time before the exchange offer's
expiration.

The company will not receive any cash proceeds from the offer.  
According to Waste Systems International the exchange of 11 1/2%
Senior notes due 2006 should not be a taxable exchange for United
States federal income tax purposes.


WINDSOR ENERGY: Seeks Approval of Compromise With South Coast Oil
-----------------------------------------------------------------
The debtors, Rincon Island Limited Partnership and Windsor Energy
US Corporation seek court approval to settle the adversary
proceeding with South Coast Oil Corporation.  The debtors will
transfer to South Coast wells 7,8,9, and 11 in the deep zone of
California State Oil and Gas Lease PRC 145, certain rights to
redrill and rework the Contested Deep Zone Wells, and the right
to exploit the Contested Deep Zone Wells and well 4 and well 10
in circular 10-acre areas whose centers are the existing
wellbores around those wells.  South Coast must post a bond and
obtain governmental approvals.  In exchange, South Coast cedes
the debtors any rights it has in deep zone wells 15 and 16 and
the remaining acreage of lease 145 and a 3% overriding royalty
interest in the assets debtors are retaining.  South Coast also
waives its pre and post petition claims against the debtors of
between $2.2 million and $4.2 million.  The debtors believe that
the proposed compromise is in the best interest of the estates,
because the assets being transferred to South Coast are not of
significant value to the debtors, and the estates will be
relieved from potentially substantial plugging, abandonment and
other costs.


WSR CORP: Order Extends Exclusive Periods
-----------------------------------------
An order was entered in the Chapter 11 case of debtors, WSR
Corporation, R&S/Strauss, Inc., National Automotive Stores, Inc.
And National Auto Stores Corp., extending the debtors' exclusive
periods to file a plan of reorganization and solicit acceptances
thereto.  The court overrules the objection filed by Charon
Investments, LLC and finds that an extension of the exclusive
periods is appropriate.

The Agreement on a consensual exclusivity extension reached
between the debtors and the Official Committee of Unsecured
Creditors is approved.

The period during which the debtors have the exclusive right to
file a plan or plans of reorganization is extended through and
including October 15, 1999 subject to the terms of the Agreement.  
Th period during which the debtors have the exclusive right to
solicit acceptances of a plan or plans of reorganization is
extended through and including December 15, 1999.


XCL CHINA: Apache China Files Involuntary Petition
--------------------------------------------------
Apache Corp. announced that on Friday its Apache China subsidiary
filed an involuntary petition in Opelousas, La., placing XCL
China into bankruptcy for failing to pay more than $10 million
owed to Apache China, according to a newswire report. XCL and
Apache each own a 50 percent interest in the 49 percent foreign
contractor's share of the Zhao Dong Block east of Beijing, China.
XCL Chairman and CEO Marsden W. Miller said that the "petition is
wasteful and ludicrous. The money in question is money that XCL
doesn't owe Apache to begin with. We're disappointed in Apache's
actions...This is just another example of Apache's bullying
tactics, foot-dragging and private agenda that have kept XCL
discoveries in the Zhao Dong Block from being developed in a
timely manner." XCL is an oil and gas exploration and
production company with headquarters in Lafayette, La., and
operations in China. Apache Corp. is an independent oil and gas
company with operations in North America, China and several other
countries. According to Apache, XCL has not paid any costs
associated with the project since November. In XCL's first
quarter 10-Q filing with the Securities and Exchange Commission,
XCL Ltd., parent company of XCL China, admitted that it has not
paid certain cash calls to Apache Corp., in the amount of about
$7.3 million through May 1999 and that the company has no
significant source of revenue. Separately, XCL has initiated a
$17 million arbitration proceeding against Apache for
unauthorized and wasteful spending and it is seeking a
refund of $7.2 million for an amount previously overpaid to
Apache. (ABI 30-June-99)

                    **********

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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, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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