TCR_Public/990712.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
         Monday, July 12, 1999, Vol. 3, No. 131                                              

AMPACE CORP: Committee Seeks To Terminate Exclusivity
ANESTHESIA SOLUTIONS: Seeks Authorization to Employ Lazar Potter
BRAZOS SPORTSWEAR: Sale Of Operating Units Completed
CENTENNIAL COAL: Seeks Extension to Assume/Reject Leases
CITYSCAPE FINANCIAL: Confirmation Order Issued June 10

COLUMBIA HCA: Debt Securities May, From Time To Time, Be Sold
DANKA BUSINESS SYSTEMS: Announces Sale Of Its Facsimile Business
FACTORY CARD: SEC Supports Equity Committee
GRAND UNION: Annual Meeting Scheduled For August
GREATE BAY HOTEL: Hearing on Disclosure Statement

HARNISCHFEGER INDUSTRIES: Court Approves $750 Million Financing
HECHINGER: Seeks Authority To Reject Certain Leases
HOME HEALTH: Taps Deloitte & Touche as Accountants and Auditors
IMAGYN MEDICAL: Asks Court To Set August 23 as Bar Date
IMAGYN MEDICAL: Seeks Approval of Special Counsel

INSILCO HOLDING: Smialek Steps Down, New Officers Named
LEVITZ FURNITURE: Outline of Joint Plan of Reorganization
LIVENT, INC: Court Approves SFX Entertainment's Acquisition
LOEWEN: Announces New Director and New CFO
MCA FINANCIAL: Order Extends Exclusivity

NATIONSWAY: Prepares for Liquidation
OXFORD HEALTH PLANS: Discontinues Medicare Plan In Suffolk County
PARAGON TRADE: Extension of Maturity Date of Financing
RUSSELL CAVE: Agreed Order Fixes Bar Date
SGSM ACQUISITION: Schwegmann Creditors File Suit

TECHMEDIA: Files For Bankruptcy
TELEGROUP INC: Court OK's Extension To Assume/Reject Leases
TELETRAC INC: Meeting of Creditors
THE COSMETIC CENTER: Seeks Approval of Lease Cancellations
WESTMORELAND COAL: Anticipates Additional Tender Offer

XCL LTD: Apache China Petition "Ludicrous & Wasteful"


AMPACE CORP: Committee Seeks To Terminate Exclusivity
The Official Committee of Unsecured Creditors of Ampace
Corporation and Ampace Freightlines, Inc. seeks an order
terminating the exclusive period for the debtors to solicit
acceptances of their plan and authorizing the Committee to file
its own Chapter 11 plan and Disclosure Statement and to solicit
acceptances of such plan.  The Committee states that the lack of
interest in the debtors' sale effort has not led to a purchaser.  
There is no commitment for the sale of the debtors' assets and it
appears that no parties are interested in acquiring the debtors
as a going concern.  The debtors have not negotiated a plan with
the Committee, but have filed a plan to which the Committee

The Committee requests that the court schedule a hearing on the
Committee's Disclosure Statement on July 13, 1999 or
alternatively, adjourning the debtor's' Disclosure Statement

ANESTHESIA SOLUTIONS: Seeks Authorization to Employ Lazar Potter
The debtor, Anesthesia Solutions, Inc. is seeking an order of the
US Bankruptcy Court for the Middle District of Pennsylvania
authorizing the debtor to employ and retain Lazar Potter Giacovas
and Kranjac, LLP to represent the debtor as special counsel in an
action pending in the Supreme Court of Kings County, New York.  
The debtor is requesting authorization to pay the firm a $5,000

BRAZOS SPORTSWEAR: Sale Of Operating Units Completed
Brazos Sportswear Inc., having filed for Chapter 11 bankruptcy
protection on January 21, 1999, in the U.S. Bankruptcy Court for
the District of Delaware has announced the sale of substantially
all of the assets of Morning Sun, Inc., a Washington corporation
and wholly owned indirect subsidiary of Brazos.  The announcement
came on June 14, 1999.  The purchaser, New Solarco, Inc., agreed
to pay $13,138,728 in cash (less the amount of pre-petition cure
amounts), subject to certain adjustments as set forth in the
purchase agreement.   Solarco also agreed to the assumption of
the assumed liabilities and assumed contracts of Morning Sun.  
The closing of the transactions occurred on June 28, 1999.

"The sale of Morning Sun -- combined with the sale of the Gulf
Coast Sportswear and Red Oak Sportswear units during the past six
weeks -- represents a major step in Brazos previously-announced
plan to sell substantially all of the assets of its business
units," said Brazos' Interim Chief Executive Officer Clayton
Chambers. "Through these divestitures, we have made continued
progress toward maximizing the recovery to our creditors while
ensuring the ongoing futures of the various operating companies
and their valued employees."

Mr. Chambers said the proceeds of the Morning Sun sale, like
those of the Gulf Coast and Red Oak sales, will be used to reduce
the outstanding balance under Brazos' debtor-in-possession (DIP)
loan facility. The sales were conducted through competitive
bidding procedures under Section 363 of the U.S. Bankruptcy Code.

Morning Sun, founded in 1986, designs, manufactures and markets
screen-printed apparel distributed through better department
stores, specialty stores and catalogs. Its Top Stitch brand
provides a diversified line of embroidered women's sportswear.

With the sale of the Morning Sun operations Brazos has completed
the sales of its operating units. Brazos Sportswear, Inc. is
expecting to complete the disposition of the remaining assets of
its business units in the next 60 to 90 days.  Brazos Sportswear,
Inc., designs, produces and markets moderately priced sportswear.

CENTENNIAL COAL: Seeks Extension to Assume/Reject Leases
The debtors, Centennial Coal, Inc., Centennial Resources, Inc.,
CR Mining Company and B-Four, Inc., seek a court order extending
the period within which the debtors may assume or reject
unexpired leases of nonresidential real property by seventy-five
days, to and including October 4, 1999.  The debtors are parties
to in excess of 100 unexpired leases of nonresidential real
property that relate to property constituting the core of the
debtors' mining activities and coal reserves.  The debtors are
also parties to certain unexpired leases of nonresidential real
property that relate to property used by the debtors for
administrative offices, coal-site offices, storage and otherwise
in furtherance of their mining activities.  Without the mining
Leases, the debtors could not operate their businesses and
conduct their mining activities.  The debtors' new executive
management team is in the process of assessing the role and
necessity of each of the leases.  The debtors believe that the
extension will afford their new executive management team
sufficient time to intelligently assess each Mining Lease and
Additional Lease ultimate value and usefulness to the debtors'
operations.  A hearing on the motion will be held on July 16,

CITYSCAPE FINANCIAL: Confirmation Order Issued June 10
On June 10, 1999 the US Bankruptcy Court for the Southern
District of New York granted an order confirming the first
amended joint plan of reorganization of Cityscapte Financial
Corp., and Cityscape Corp., debtors.

COLUMBIA HCA:Debt Securities May, From Time To Time, Be Sold
Columbia HCA Healthcare Corporation has filed a registration
statement with the Securities and Exchange Commission utilizing a
"shelf " registration process.  Under this shelf process, the
company may, from time to time, sell the debt securities
described in its prospectus in one or more offerings up to a
total dollar amount of $1,500,000,000.

Columbia HCA Healthcare will issue the debt securities in one or
more series under an indenture dated December 16, 1993 between
the company and The First National Bank of Chicago.  The
indenture describes the terms of the debt securities and does not
limit the amount of debt securities or other unsecured, senior
debt that may be issued.

The debt securities will be unsecured and will rank equally with
all of the company's other unsecured and unsubordinated
indebtedness. The indenture limits Columbia's ability and that of
its subsidiaries under certain circumstances to secure debt by
mortgages on its principal properties, by entering into sale and
lease-back transactions or by issuing subsidiary debt or
preferred stock. In a liquidation or reorganization of any of its
subsidiaries, the right of holders of the debt securities to
participate in any distribution is subject to the prior claims of
creditors of that subsidiary, except to the extent that the
company is creditor.

Columbia/HCA Healthcare Corporation is a holding company whose
affiliates own and operate hospitals and related health care
entities. The term "affiliates" includes direct and indirect
subsidiaries and partnerships of the company and joint ventures
in which its subsidiaries are partners. At May 31, 1999, these
affiliates owned and operated 205 hospitals and 79
freestanding surgery centers and provided extensive outpatient
and ancillary services. The company's affiliates are also
partners in several 50/50 joint ventures that own and operate 20
hospitals and 5 freestanding surgery centers which are accounted
for using the equity method. Its facilities are located in 24
states, England and Switzerland.

DANKA BUSINESS SYSTEMS: Announces Sale Of Its Facsimile Business
Danka Business Systems PLC, on June 18, 1999, announced that the
company signed a efinitive agreement to sell its facsimile
division, Omnifax, to Xerox Corporation.

Under the terms of the agreement, Danka will sell its facsimile
business, including net tangible assets of approximately $30
million, for $45 million in cash.  Also included in the sale are
the EBS and dex Business Systems divisions of Omnifax.

Larry K. Switzer, Danka's Chief Executive Officer, commented,
"The sale of Omnifax is consistent with our strategic objective
of concentrating resources on the transition from an analog
environment to integrated digital services in our core business
worldwide.  Having a separate division solely dedicated to
selling facsimile equipment does not fit well with that long-term
strategy.  With the sale of Omnifax, Danka is now repositioned as
an integrated supplier of  premier digital office equipment and
services worldwide."

Brian L. Merriman, Chief Operating Officer, noted, "We are
pleased that under the agreement, we have the ability to continue
to sell fax equipment from manufacturers of our choice and will
do so as an extension of our core copier sales force.  We believe
we can realize operating efficiencies by integrating the sales
and service of fax equipment into our current field organization.  
Our sales force now has the ability to sell copiers, fax
equipment and multi-functional equipment to our customers."

For the twelve months ended March 31, 1999, Omnifax and its
divisions reported revenue of over $110 million and over $13
million in operating profit. Omnifax, headquartered in Austin,
Texas, has offices throughout the United States and over 600

The transaction is subject to regulatory approval in the United
States, approval by Danka's Bank Group and consent from certain
Omnifax customers and suppliers.  Danka Business Systems PLC
headquartered in London, England and St. Petersburg, Florida is
one of the world's largest independent suppliers of office
imaging equipment and related services, parts and supplies. Danka
provides office products and services in over thirty
countries around the world.

FACTORY CARD: SEC Supports Equity Committee
By letter to the Office of the US Trustee, the US Securities and
Exchange Commission support the appointment of an equity
committee in the case of Factory Card Outlet, Corp.  The SEC
points out that public investors own approximately two-thirds of
the outstanding common stock of the debtor.  The debtor lists
book equity of $51 million, and shareholder equity of about $24
million.  All of the company's filings indicate that the debtor
is not hopelessly insolvent and its business remains constant.  
The fact that most of the shares are held by institutional
investors is signification in the at the SEC staff believes that
this supports the appointment of an equity committee in that such
holders are typically knowledgeable, sophisticated investors and
have the resources to participate on a committee.

GRAND UNION:  Annual Meeting Scheduled For August
The annual meeting of stockholders of The Grand Union Company
will be held at the Sheraton Crossroads Hotel, One International
Boulevard, Mahwah, New Jersey 07495, beginning at 10:00 a.m. on
Thursday, August 19, 1999, for the following purposes:  To elect
the following eleven (11) nominees to serve as directors: J.
Wayne Harris, Jack W. Partridge, Jr., Gary M. Philbin, Martin
Bernstein, Thomas R. Cochill, Joseph Colonnetta, Jacob W. Doft,
David M. Green, Joseph V. Lash, Anthony Petrillo
PricewaterhouseCoopers LLP as independent accountants of the
company for the fiscal year ending April 1, 2000; and to transact
any other business which properly presents itself at the meeting.

Only stockholders of record at the close of business on July 2,
1999, will be entitled to notice of and to vote at the meeting.  
Proxy solicitations have gone out to those stockholders.

GREATE BAY HOTEL: Hearing on Disclosure Statement
A hearing on the adequacy of the Disclosure Statement of Greate
Bay Hotel and Casino, Inc. And its affiiates will take place
before the Honorable Judith H. Wizmur, US Bankruptcy Court for
the District of New Jersey on August 2, 1999 at 2:00 PM.

HARNISCHFEGER INDUSTRIES: Court Approves $750 Million Financing
Harnischfeger Industries Inc., Milwaukee, announced that the U.S.
Bankruptcy Court for the District of Delaware has approved a $750
million credit facility for the company with Chase Manhattan
Bank, according to a newswire report. CEO John Nils Hanson said
the company now has "substantial funding in place, which should
further reassure customers, suppliers and employees worldwide
that we can continue providing industry-leading support to the
mining equipment and pulp and paper machinery markets." (ABI 09-

HECHINGER: Seeks Authority To Reject Certain Leases
Hechinger Investment Company of Delaware, Inc., et al., debtors,
seek court authority to reject certain nonresidential real
property leases.  The debtors have determined that teach of the
leases is not necessary for their continued operations and do not
warrant their continuing administrative costs.  The e leases are
each above market value, and therefore cannot be assumed and
assigned to a third party for value. The leases cover property
locations as follows:

Portland, OR
Countryside, IL
Midland, TX
Bolingbrook, IL
Matteson, IL
Joliet, IL
Tinley Park, IL
Elgin, IL
Palatine IL
Las Vegas, NV
Akron, OH
Lorain, OH
Evanston, IL
Canton, OH
Oakwood Village, OH
Fort Gratiot (Port Huron), MI
Harrisburg, PA

HOME HEALTH: Taps Deloitte & Touche as Accountants and Auditors
The debtors, Home Health Corporation of America, Inc., et al.
Seek authority to employ Deloitte & Touche LLP as independent
accountants and auditors to perform certain other accounting
services for the debtors.

The services to be rendered by Deloitte are primarily in
connection with the auditing and reporting on the debtors'
annual financial statements for the year ending June 30, 1999.
Deloitte will provide assistance in connection with certain
consulting , tax and other services which Deloitte may choose to

Deloitte's fees for the audit of the June 30, 1999 financial
statements will be $150,000 plus actual out-of-pocket expenses.  
Deloitte's fees for each quarter Deloitte reviews will e $10,0000
plus expenses.  The additional service s will be billed on an
hourly rate.  The additional services may include:

General accounting , consulting and advisory services;

Procedures relating to the debtors' operating and financial
procedures, including management reporting, billing and other

Assisting the debtors in the formulation of a plan of
reorganization, including, but not limited to, procedures
relating to the debtors' leases, assets, and liabilities and
assisting the debtors in the preparation of a disclosure

Assisting the debtors with tax advisory services and
reorganization consulting services in connection with the
debtors' plan of reorganization.

IMAGYN MEDICAL: Asks Court To Set August 23 as Bar Date
The debtors, Imagyn Medical Technologies, Inc., et al., request
that the  US Bankruptcy Court for the District of Delaware enter
an order establishing August 23, 1999 as the last day by which
all creditors of the debtors must file a proof of claim in these
Chapter 11 cases.

IMAGYN MEDICAL: Seeks Approval of Special Counsel
The debtors, Imagyn Medical Technologies, Inc., et al. Seek
authorization to employ Knobbe, Martens, Olson & Bear as special
intellectual property counsel regarding the prosecution of
certain patent applications pending before the United States
Patent & Trademark Office as well as numerous foreign patent
offices with respect to the debtors' MicroSpan and MicroLap
product lines. The firm will charge its standard hourly rates
which range from $95 per hour to $370 per hour for its services.

The debtors are also seeking authorization to employ Farella
Braun and Martel, LLP of California as special insurance coverage
counsel, with regard to insurance coverage issues related to
pending shareholder and derivative litigation.    The firm will
be paid its current standard hourly rates which range from $75
per hour to $425 per hour.

The debtors are seeking authorization to employ Howard & Howard
as special intellectual property counsel regarding the
prosecution of certain patent applications pending before the US
Patent & Trademark Office and various foreign jurisdictions with
respect to the debtors' articulating endoscopic stapler and
DetachaPort trocar and seal system product lines.  The firm will
charge its current standard hourly rates which range from $120
per hour to $200 per hour.

The debtors are seeking authorization to employ Fish & Neave as
special intellectual property counsel.

The firm will continue prosecution of a pending US patent
application relating to methods and apparatus for bioelectrical
impedance measurement of cardiac output and preparation and
prosecution of such continuations, continuations-in-part,
divisionals, or reissue applications as deemed by the debtors to
be appropriate in securing patent protection for such inventions
and oversight of prosecution of the same patent application
pending before the European Patent office
and the Japanese Patent Office.

The debtors are seeking authorization to employ Burns, Doane,
Swecker & Mathis, LLP as special intellectual property counsel
regarding the prosecution of certain patent applications pending
before the US Patent & Trademark Office as well as numerous
foreign patent offices with respect to the debtors' SiteSelect,
DetachaTip reposaable and traditional surgical instrument product
lines.  The firm will charge its current standard hourly rates
which range from $190 per hour to $360 per hour.

INSILCO HOLDING: Smialek Steps Down, New Officers Named
On JUNE 25, 1999, Insilco Holding Co. announced that as part of
its corporate-wide initiative to focus resources at key business
units it has decided to reduce the company's corporate office
staff and accelerate its planned divestiture of certain non-core
businesses. In connection with these initiatives, Robert L.
Smialek, Chairman, President and CEO, is leaving the company to
pursue other interests.

John F. Fort III, an Insilco board member, has been named non-
executive Chairman of the Board. Former CFO, David A. Kauer, has
been appointed to the post of President and Chief Executive
Officer. Michael R. Elia, Vice President and Corporate Controller
will assume the duties of Chief Financial Officer.

Mr. Fort, who joined Insilco's Board earlier this year, is the
former Chairman of the Board and Chief Executive Officer of Tyco
International, where he remains a director. He is a member of the
DLJ Merchant Banking Advisory Group and is also a director of
Roper Industries, Dover Corporation and Thermadyne Holdings Corp.

Mr. Kauer joined Insilco in 1993 as Treasurer, was named Vice
President in April, 1997 and Chief Financial Officer in May,
1998. Prior to joining Insilco, Mr. Kauer spent twelve years in a
variety of management positions at Johnson Controls.

Mr. Elia rejoined Insilco in 1998 and held senior financial
positions with Insilco's Technologies Group from 1983 to 1994.
Prior to rejoining Insilco, he was Chief Financial Officer of
Jordan Telecommunication Products, Inc. and served as Division
Vice President and Controller and as Director of Strategic
Planning for Fieldcrest Cannon, Inc. Mr. Elia began
his career with Ernst and Young LLP in 1981.

Insilco CEO, David A. Kauer, said, "Insilco will continue with
its long-term strategy of creating shareholder value by building
on businesses where it has a sustainable competitive advantage,
while divesting other non-core businesses to fund that growth and
to decrease outstanding debt. During the past year, we have
completed several complementary acquisitions in contract cable
assembly and precision stamped parts and have a pending
acquisition in the heat exchanger market. At this time, we are in
discussions with potential acquirers of certain of our non-core
business units. We are also moving ahead with our strategy to
lower our operating costs and this corporate action is an example
of that effort."

Insilco Holding Co., based in suburban Columbus, Ohio, is a
diversified manufacturer of industrial components and a supplier
of specialty publications.  The company's industrial business
units serve the automotive, electronics, telecommunications and
other industrial markets, and its publishing business serves the
school yearbook market. It had revenues in 1998 of $535.6

LEVITZ FURNITURE: Outline of Joint Plan of Reorganization
The Debtors propose a Joint Plan of Reorganization providing for
the substantive consolidation of their estates, revesting of all
of the Debtors' assets into Reorganized Levitz and distribution
of Cash to priority creditors, reinstatement of secured debts,
and distribution of New Common Stock to satisfy and compromise
creditors' claims.  All of the Debtors' public bonds and equity
securities will be cancelled.  

The Joint Plan groups creditors' claims into classes based on
their rights against the Debtors and outlines the treatment of
those claims:

            Description             Amount Treatment     Recovery
Class       of Claims            of Claims of Claims     Estimate
-----       -----------          --------- ---------     --------
N/A         Administrative     Unspecified Cash on the     100.0%
            Priority Claims                Effective
                                           Date or as
                                           and when due

N/A         Priority           Unspecified Deferred        100.0%
            Tax                            payments
            Claims                         through the
                                           of the
                                           date with
                                           7% interest

            Description             Amount Treatment     Recovery
Class       of Claims            of Claims of Claims     Estimate
-----       -----------          --------- ---------     --------
Class 1     Claims (other      Unspecified Cash on the     100.0%
            than                           Effective Date
            Claims and
            Priority Tax
            entitled to
            priority under
            11 U.S.C. Sec.

Class 2     Set-Off Claims     Unspecified Entitled to     100.0%
            asserted by                    full Set Off
            Creditors under
            Sec. 553

Class 3     Secured Claims     Unspecified Reinstated      100.0%
            (other than
            Claims under
            the DIP

Class 4     Small              Unspecified Cash equal to    25.0%
            Unsecured                      25% of the
            Claims (less                   Face Amount
            than $1,000)                   of such Claim
                                           on the
                                           Effective Date

Class 5     General            Unspecified Pro Rata      Unstated
            Unsecured                      share of
            Claims                         50,000,000
                                           shares of New
                                           Common Stock

Class 6     Subordinated       Unspecified No recovery       0.0%
            fines and

Class 7     Intercompany       Unspecified No recovery       0.0%

Class 8     Equity                     N/A No recovery       N/A

The Reorganized Debtor will be authorized to issue 75,000,000
shares of New Common Stock, of which 50,000,000 will be issued
pursuant to the Joint Plan and distributed to Class 5 Creditors.  
No fractional shares will be issued, and all fractional shares
will revert to the Reorganized Debtor.  The Joint Plan requires
Bondholders to tender their certificates to the appropriate
Indenture Trustee or the Disbursing Agent before receiving their
shares of New Common Stock.  Further, Bondholders who do not
tender their certificates within one year of the Effective Date
will forfeit any distributions.  

The Debtors make it clear that, at present, they have no
intention to register the New Common Stock being distributed to
Class 5 Creditors under the Securities Act of 1933.  

All of the Debtors' claims and causes of action arising under
Chapter 5 of the bankruptcy code or otherwise will vest in
Reorganized Levitz pursuant to 11 U.S.C. Sec. 1123(b)(3).

By default, all Executory Contracts and Unexpired Leases are
deemed to be assumed by the Debtors as of the Effective Date
unless specifically rejected.  (Levitz Furniture Bankruptcy News;
Bankruptcy Creditors' Services Inc. Issue 32)

LIVENT, INC: Court Approves SFX Entertainment's Acquisition
Livent Inc. announced that U.S. and Canadian bankruptcy courts
yesterday approved the sale of substantially all of its assets to
SFX Entertainment Inc. for approximately $115 million, after no
other bidders came forward at auction this week, according to a
newswire report. The assets include theaters in New York, Chicago
and Toronto, as well as the rights to certain current and all
future Livent productions. The approval of the sale clears the
way for SFX to complete its acquisition subject to final
bankruptcy court orders memorializing the courts' ruling and
appropriate clearance from Canadian regulatory authorities.
Livent filed for bankruptcy protection last fall.

LOEWEN: Announces New Director and New CFO
The Loewen Group Inc. (NYSE,TSE,ME:LWN) announced the appointment
of Paul A. Houston as a director of the Company. Mr. Houston
joins the Board of Directors, filling the vacancy arising from
the recent retirement of Thomas M. Taylor.  The company also
announced  the appointment of Michael A. Cornelissen as Chief
Financial Officer of the Company.  

MCA FINANCIAL: Order Extends Exclusivity
By Order of the US Bankruptcy Court, Eastern District of
Michigan, Southern Division, the exclusive periods of the
debtors, MCA Financial Corp. and its affiliates are extended.  
The exclusive period within which only the debtors may file plans
of reorganization is extended to September 8, 1999, and the
deadline for the debtors to obtain acceptance of the plan is
extended to November 8, 1999.

NATIONSWAY: Prepares for Liquidation
NationsWay Transport Service Inc., a Colorado-based trucking
company in bankruptcy, reported that it is in the process of
securing a third-party liquidator to sell its assets at auction,
according to attorney Don Gaffney, The Denver Post reported. The
company filed schedules of assets and liabilities in Phoenix on
Tuesday, where it filed for protection, listing assets for the
firm and its affiliates at $104 million and liabilities at $103
million. Gaffney said these figures are based on accountants'
estimates of the depreciated book value of the assets and don't
necessarily reflect their market value. NationsWay filed chapter
11 on May 20, intending to liquidate. Some 4,000 employees
nationwide were laid off in the process.  (ABI 09-July-99)

OXFORD HEALTH PLANS: Discontinues Medicare Plan In Suffolk County
Oxford Health Plans, Inc., on June 30, 1999, announced its
Medicare plans for the year 2000. The Oxford Medicare AdvantageSM
plan will be discontinued in Suffolk County, effective January 1,
2000. Oxford will remain in the 20 other counties in the tri-
state area where it already provides benefits.

Later this summer, Oxford will release benefit adjustments,
following approval by the Health Care Financing Administration.  
Oxford, along with North Shore-Long Island Jewish Health System,
determined that the current Medicare environment did not allow
them to continue to offer the Oxford Medicare Advantage plan to
eligible individuals in Suffolk County as an alternative to
Medicare fee-for-service. Oxford Health Plan has indicated that
over the next few months, Oxford and North Shore-Long
Island Jewish Health System will work cooperatively to ensure
that Oxford's Medicare members in Suffolk County are transitioned
as smoothly as possible and providers are aware of all of these

"In an environment of decreasing federal reimbursement and
increasing health care costs, Oxford and North Shore-Long Island
Jewish Health System have been forced to make this difficult
decision affecting members who reside in Suffolk County," said
Peter Haytaian, corporate director, government programs at

Oxford's service area in year 2000 will consist of 20 counties in
New York, New Jersey and Connecticut, currently providing
coverage for more than 100,000 members or approximately 90
percent of its existing Medicare population. In New York, Oxford
will continue to offer the Oxford Medicare Advantage Plan in six
counties: Bronx, Kings, Nassau, New York, Queens and
Richmond. In New Jersey, the plan will be offered in 13 counties:
Bergen, Burlington, Camden, Essex, Hudson, Mercer, Middlesex,
Monmouth, Morris, Ocean, Passaic, Somerset and Union.  In
Connecticut, Oxford will continue to offer Oxford Medicare
Advantage in New Haven County.

Founded in 1984, Oxford Health Plans, Inc. provides health plans
to employers in New York, New Jersey and Connecticut, through its
sales force and through independent insurance agents and brokers.
Oxford's services include traditional health maintenance
organizations, point-of-service plans, third-party administration
of employer-funded benefit plans and Medicare+Choice plans.

PARAGON TRADE: Extension of Maturity Date of Financing
The US Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, entered an order extending the maturity date of
the existing postpetition financing to March 26, 2000 and
allowing the debtor to revise certain financial and reporting

The debtor may make capital expenditures during each of the four
fiscal quarters ending on the date listed below in an aggregate
amount as listed.

June 27, 1999 $44.55 million
September 26, 1999 $45.124 million
December 26, 1999 $44.433 million
March 26, 2000 $46 million

RUSSELL CAVE: Agreed Order Fixes Bar Date
The US Bankruptcy Court for the Eastern District of Kentucky,
Lexington Division entered an order providing that creditors and
parties in interest holding claims against or equity interests in
the debtor, Russell Cave Company, Inc. f/k/a The J. Peterman
Company arising prior to or existing as of January 25, 1999 must
file a proof of claim or interest on or before August 16, 1999.

SGSM ACQUISITION: Schwegmann Creditors File Suit
The official committee of unsecured creditors of SGSM Acquisition
Co, parent of Schwegmann Giant Super Markets, filed a
complaint against the company's lenders seeking to avoid alleged
preferential and fraudulent transfers. Supervalu Holdings Inc., a
major creditor, joined the panel in filing the lawsuit.   
According to the complaint, one week before its bankruptcy filing
Schwegmann's granted the defendant's security interests in 65
percent of its inventory and all of the company's bank accounts.  
These liens allegedly gave the defendants millions of dollars of
additional collateral to secure existing claims approximating $85
million.  "This transaction is clearly avoidable as a preference
pursuant to . . . the Bankruptcy Code," the complaint states.  
The complaint further alleges that the bank group failed to
perfect the pre-petition liens prior to Schwegmann's bankruptcy
filing.  "[T]he defendants filed their new financing statement
just after the commencement of the debtor's bankruptcy case, and
took other post-petition actions to attempt to perfect their new
liens, without seeking or obtaining relief from the automatic
stay," according to the complaint.  In addition, the complaint
seeks a determination of the extent, validity and priority of
certain liens asserted by the defendants.  (The Daily Bankruptcy
Review Copyright c July 9, 1999)

TECHMEDIA: Files For Bankruptcy
Battered by a $92 million court judgment, Techmedia Computer
Systems and founder Andrew Park filed for bankruptcy
this week.

They filed under Chapter 7 of the U.S. Bankruptcy Code, which
gives a court-appointed trustee the power to sell Park's and
Techmedia's assets to pay creditors.

"They filed the (Chapter) 7 simply to preserve what they could
for the creditors as a whole," said Techmedia's bankruptcy
attorney, Martin Taylor.

It's not yet clear how much Park, Techmedia and three other Park-
controlled companies owe. But "the trigger, obviously, was the
judgment coming down," Taylor said.  Two years ago, Techmedia was
a fast-growing maker of "white boxes," personal computers sold
below the prices charged by name-brand PC makers.  It had 250
employees and 1997 revenues of about $160 million. But eroding
PC prices and a courtroom fight with its South Korean supplier
sent Techmedia reeling.

Techmedia sued computer equipment manufacturer Tae Il Media Co.
Ltd. in 1997, alleging the supplier had failed to protect it
against falling computer component prices. Tae Il countersued,
claiming Techmedia failed to pay $136 million for products
shipped between 1994 and 1997.

In May 1998, a few weeks before Park was named a finalist for the
Orange County Entrepreneur of the Year, the company laid off half
its employees.  Last month, an Orange County Superior Court jury
sided with Tae Il. The judge ordered Techmedia's headquarters in
Garden Grove and Park's mansion in Laguna Niguel sold to pay the
Tae Il judgment.

Taylor said the headquarters is probably worth $5 million to $5.5
million after paying down the mortgage. The mansion is worth $3
million to $4 million.  "We think if it's sold, it should be sold
for the benefit of all the creditors, not just Tae Il," Taylor

TELEGROUP INC: Court OK's Extension To Assume/Reject Leases
The US Bankruptcy Court for the District of New Jersey entered an
order extending the time to assume/reject executory contracts and
unexpired leases of non-residential real property  to August 31,

TELETRAC INC: Meeting of Creditors
A Chapter 11 Bankruptcy Case was filed in the US Bankruptcy Court
District of Delaware on June 9, 1999 In re: Teletrac, Inc.  
Attorney for the debtor is Norman L. Pernick 222 Delaware Avenue,
Suite 1200, Wilmington, Delaware 19899.  A meeting of creditors
is set for July 30, 1999 at 1:00 PM, 844 King Street, Room 2313
Wilmington, Delaware.

A hearing shall be held before the Honorable Mary F. Walrath, US
Bankruptcy Judge on August 5, 1999 to consider an order approving
the Disclosure statement of the debtor.  Objections must be filed
so as to be received on or before July 30, 1999 at 4:00 PM.

THE COSMETIC CENTER: Seeks Approval of Lease Cancellations
The debtor, The Cosmetic Center, Inc. Seeks court approval of the
cancellation agreements between the debtor and its Landlords,
Chelsea GCA Realty Partnership, Great Mall of the Bay Area
Associates, LP and KPT Remic Loan, LLC.  The leases cover stores
at the following locations:
Dawsonville, Georgia; Camarillo, California; Central Valley, New
York; Napa, California; Aurora, Ohio; Flemington, New Jersey;
Folsom, California; Milpitas, California; Petaluma, California;
Kittery, Maine.

WESTMORELAND COAL: Anticipates Additional Tender Offer
Westmoreland Coal Co. announced on July 1, 1999 that it expects
to conduct an additional tender offer at $19 per depositary share
for approximately 600,000 shares, the amount by which its tender
offer earlier this year was oversubscribed.

That tender offer was conducted in accordance with a settlement  
agreement entered  into with the Official Committee  of Equity
Security  Holders, the  United  Mine  Workers  of America,  and
certain UMWA health  benefit and pension  plans that  facilitated
Westmoreland's  dismissal from Chapter 11, but which limited the
tender offer to $20  million  (or  1,052,631 shares at $19 per  
share) and  prohibited  further distributions of any kind to
shareholders through June 30, 1999. Each depositary  share
represents  one quarter of a share of the company's  Series A
Convertible Exchangeable Preferred Stock.

The schedule and details of the tender offer have not been
finalized, but Westmoreland says it is its intention to commence
the tender offer as soon as practicable.  On June 30, the
depositary shares closed at $18-1/4 per share.

The Westmoreland Board  indicates that it considers  resolution  
of issues  related  to  future preferred  stock  dividends and  
accumulated but unpaid  preferred  dividends a priority in the
continued revitalization of the company. The oversubscription of
the earlier tender offer indicates that depositary shareholders
wished to tender a significant  number of additional  shares
under the terms of that offer. The company says it wants to
accommodate this demand and believes that doing so benefits its
other  shareholders by reducing the overhang of existing  
accumulated but unpaid preferred  dividends and future  quarterly
dividends on an attractive  economic basis.

Westmoreland's Board intends to continue to review the  payment
of preferred dividends and  accumulated  but unpaid  preferred  
dividends as it evaluates the business  opportunities  available
to the company.  The Board's has as its highest priority
increasing value for all shareholders.  In light of these
considerations, the additional tender offer is the only  action
the  company intends to take with respect to preferred  dividends
and  accumulated but unpaid preferred  dividends  at this time.  
It appears that in the near term most other available cash should
be used for reinvestment rather than distributed in order to
enhance the  long-term  value of the company for all  
shareholders  and maintain compliance with the Master Agreement.  
The tender offer will be in lieu of the resumption of preferred  
dividends or payment of  accumulated but unpaid preferred
dividends at this time.

The company is subject to  continuing  financial  ratio  tests,  
the payment of retiree health benefits and other  obligations  
pursuant to the Master Agreement as well as to provisions of
Delaware law applicable to a corporation's  payment of dividends.  
Its obligations under the Master Agreement are secured by a
declining  balance  contingent  note  through 2005 under the
terms of that agreement.

Westmoreland Coal Company, headquartered in Colorado Springs,
Colorado, emerged from Chapter 11 on January 4, 1999 satisfying
all debt obligations with interest and with its shareholders'
interests undiluted. The company is currently engaged in western
coal mining through its 80% owned subsidiary Westmoreland
Resources, Inc. and independent  power  production  through its  
wholly-owned  subsidiary Westmoreland Energy, Inc.  The company  
also holds a 20% interest in Dominion Terminal Associates,  a
coal shipping and terminal  facility in Newport News, Virginia.

XCL LTD: Apache China Petition "Ludicrous & Wasteful"
On June 29, 1999, XCL Ltd. issued a press release announcing that
it received a petition filed with the United States Bankruptcy
Court in Opelousas, La. by Apache China LDC, a wholly owned
subsidiary of Apache Corporation.  Apache asks the court to place
XCL's wholly owned subsidiary, XCL-China Ltd., under bankruptcy
protection, claiming XCL-China has not paid a $10 million debt
related to the companies' joint venture in the People's Republic
of China.

Through their wholly owned subsidiaries, 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 in the Bohai Bay.  
China National Oil and Gas Exploration and Development
Corporation owns the remaining 51 percent share.

"Apache's petition is baseless, and we will immediately contest
the filing," said Marsden W. Miller, XCL chairman and chief
executive officer.  "The petition is ludicrous and wasteful. The
money in question is money that XCL doesn't owe Apache to begin
with. We're disappointed in Apache's actions but, unfortunately,
not surprised.  This is just another example of Apache's bullying
tactics, foot-dragging and private agenda that have kept
XCL's discoveries in the Zhao Dong Block from being developed in
a timely manner. We would be producing oil now if Apache had
spent half as much effort acting as a prudent operator
as it is now in taking these actions."

On June  28,  1999, XCL announced that it was  seeking  the
removal of Apache China LDC as operator of the project.  Grounds
for Apache's removal include delays in developing the C/D Field
on the Zhao Dong Block, failure to properly manage project costs
and delays in exploration drilling.

In a separate action, XCL has initiated a $17 million arbitration
proceeding against Apache for unauthorized and wasteful spending.  
XCL is also seeking a refund of $7.2 million for amounts
previously overpaid to Apache.

"We are proceeding with our plans to remove Apache as operator
and recoup our share of its excessive and unauthorized spending,"
said Miller.  "This latest move by Apache reinforces that we are
doing the right thing for our shareholders, bondholders and
Chinese partners."


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

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