TCR_Public/990715.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 15, 1999, Vol. 3, No. 134                                              

APPLIANCE RECYCLING: Offer To Sell Up To 1,130,000 Shares
BRADLEES INC: Awad Asset Beneficial Owner Of 11.89% Of Shares
BRE-X MINING: Brokerage Firms Dismissed From Suit
BROTHERS GOURMET: Taps Carrigan, Chamber, Litigation Counsel
CML GROUP: Wisconsin Public Pension Fund No Longer Owns CML Stock

EATON: Still In Discussions To Sell Company
EDISON BROTHERS: Court Approves Request To Employ Counsel
EDISON BROTHERS: Court Approves Sale of Shoe Divisions
FACTORY CARD: Opposes Additional Equity Committee
FINE HOST: Files Termination Of Registration/Duty To Report

FIRSTPLUS FINANCIAL: Committee Objects to Arthur Andersen
FREEPORT MCMORAN: 11% Of Shares Resides With Investment Firm
HECHINGER: Meeting of Creditors
HVIDE MARINE: Private Offering Of Notes To Avoid Bankruptcy
LANXIDE CORP: Seeks Authority To Sell Substantially All Assets

LATTICE SEMICONDUCTOR: August 9th Scheduled For Annual Meeting
LEVITZ FURNITURE: Seeks To Sell Tampa Warehouse For $3.65 Million
MEDPARTNERS: Prevails in Court Over MedManagement Acqusitions
NATIONAL HEALTH: Announces Asset Sale; Interim Financing Motion

NU-KOTE: Lenders' Objections
PARAGON TRADE: Outline of Principal Terms of Plan
PCG CORP: Stipulation and Order Approving Settlement
PITTSBURGH PENGUINS: Marino Withdraws Investment
RAND ENERGY: Objections To Disclosure Statement

RUSSELL CAVE: Deadline For Filing Proofs of Claim
SIRENA APPAREL: Update on Suit
SKYTELLER: Expects To Emerge Quickly
TALK AMERICA INC: Seeks To Use, Sell or Lease Property
TECHMEDIA COMPUTER: Files for Bankruptcy

TELETRAC INC: Court Approves Stipulation Re: DIP Loans
THORN APPLE: Excel Corp., Unit of Cargill, Enters The Bidding
THORN APPLE: Notice of Motion For Order Approving Sale
THREE D DEPARTMENTS: Appoints Responsible Officer
THREE D DEPARTMENTS: Taps Non-Exclusive Investment Banker

TRANSTEXAS: Seeks Approval to Reject Executory Contract
UNITED COMPANIES: Messages On Yahoo! Finance Not Authorized
WESTERN PACIFIC: Motion To Approve Employ of Valuation Expert


APPLIANCE RECYCLING: Offer To Sell Up To 1,130,000 Shares
Certain of Appliance Recycling Centers of America's shareholders
are offering to sell up to a maximum of 1,130,000 of their shares
of the company's common stock under a prospectus dated July 9,
1999. Appliance Recycling will not receive any of the proceeds
from the sale of these shares to the public. There is no fixed
period of time during which these shares may be offered or sold
by the selling shareholders. The selling shareholders have told
Appliance Recycling that sales of their shares of common stock
being offered under the prospectus may be made at various times
in the over-the-counter market, through negotiated transactions
or otherwise, at market prices prevailing at the time of sale
or at privately negotiated prices.

The common stock is not traded on any exchange, however, it is
traded on the OTC Bulletin Board under the symbol ARCI. On July
8, 1999, the last sale price of the common stock as reported was
$.59 per share.

Appliance Recycling provides a comprehensive range of services
for the large-scale collection, resale and recycling of major
household appliances in an environmentally sound manner. It
generates revenues from two main sources: the retail sale of
appliances and the recycling of appliances.

A full-text copy of the prospectus may be found on the Internet
free of charge.

BRADLEES INC: Awad Asset Beneficial Owner Of 11.89% Of Shares
11.89% of the common stock of Bradlees Inc., represented by
1,152,915 shares, as of June 30, 1999, was beneficially owned by
Awad Asset Management, Inc., an investment advisor firm. Awad
Asset Management, Inc. held sole voting and dispositive power
over the shares mentioned.

BRE-X MINING: Brokerage Firms Dismissed From Suit
A U.S. federal court on Tuesday dismissed brokerage firms Lehman
Brothers, J.P. Morgan, Nesbitt Burnsand four other companies as
defendants in a class-action lawsuit brought by shareholders
in the failed Bre-X gold mining venture.

U.S. District Judge David Folsom let stand the main lawsuit
against Canada's bankrupt Bre-X Minerals Ltd. but ruled the
plaintiffs had not been specific enough in filing fraud claims
against the brokerages and others.

The suit was filed in the wake of the spectacular collapse of
Bre-X in 1997 after it revealed it had faked a gold find in
Busang, Indonesia that had been touted as the biggest of the
century.  Shareholders are seeking damages for up to $2 billion
in the main lawsuit against Bre-X and holding company Bresea as
well as eight former Bre-X officers.  The judge ruled in response
to motions from the seven outside companies, who asked to be
dismissed from the suit before it comes to trial in June

Bre-X's share price plunged from heights of $250 Canadian dollars
to 2-1/2 Canadian cents. Bre-X's chief geologist Michael de
Guzman died mysteriously as the scandal unfolded, falling out of
a helicopter, and Bre-X Chief Executive David Walsh died in June
1998 after suffering a stroke in the Bahamas.

As part of the class-action lawsuit, shareholders alleged that
Lehman, J.P. Morgan and Canada's Nesbitt Burns knew there were
questions about the validity of Bre-X's claims but that they
helped hype the company's stock for their financial gain.

"In many instances, however, the plaintiffs have failed to make
these allegations with the required level of particularity,"
Judge Folsom found.  The judge's ruling also dismissed from the
lawsuit Canadian gold producer Barrick Gold Corp. and engineering
and construction group SNC-Lavalin Group Inc. and its subsidiary
mineral testing and mine engineering companies P.T.
Kilborn Pakar Rekayasa and Kilborn Engineering Pacific Ltd.

The ruling allows the plaintiff's 30 days to decide whether to
replead, or bring in new arguments to support their claims
against the brokerages and other companies.  "Judge Folsom's
order is very long and detailed and we're going to study it
very carefully and decided where to go from here," Paul Yetter,
lead attorney for the shareholders, told Reuters.

BROTHERS GOURMET: Taps Carrigan, Chamber, Litigation Counsel
The debtor, Brothers Gourmet Coffees, Inc. seeks entry of an
order authorizing the employment and retention of Carrigan,
Chambers, Dansky & Zonies, PC as special litigation counsel in
connection with the Royal Palm Action and the Foster Brothers
Action, both of which have been handled by Patrick F. Carrigan,a
partner of the firm of Brownstein, Hyatt, Farber & Strickland,
PC, and who is now a partner with the firm of Carrigan, Chambers,
Dansky & Zonies, PC.

CML GROUP: Wisconsin Public Pension Fund No Longer Owns CML Stock
The State of Wisconsin Investment Board, acting on behalf of the
Public Pension Fund, has advised the SEC that it no longer holds
common stock of CML Group Inc.

EATON: Still In Discussions To Sell Company
Beleaguered Canadian retailer T. Eaton Co. Ltd. said
Tuesday it was still in discussions to sell the company or some
of its stores but that there was no guarantee a deal would result
from the talks.

The 130-year-old department-store chain, Canada's oldest and
still one of its biggest, put itself on the market in May and
since then has been rumored to be in talks with a host of
possible buyers.

"They're just trying to throw water on the fire," said analyst
Philip Benson of First Associates. "I think we'll see something
in 48 to 72 hours."

Front-runners are said to be Sears Canada Inc. and Cincinnati-
based Federated Department Stores Inc. , owner of Bloomingdale's
and Macy's, which would take about 12 prime Eaton's locations in
urban areas, including the flagship store in downtown Toronto.
All told, analysts said, there is interest in only 20-25 of the
61 Eaton's stores that will remain after the scheduled closing of
five stores next spring.

Both Federated and Eaton's declined comment Tuesday. Sears did
not return calls by mid-afternoon.  Eaton's is rumored to be in
discussions on a deal involving three players, Sears, Federated
and a bridge financier or liquidator, which would dispose
of unwanted inventory. If all three are present, it would clear
the way for Eaton's to approach the courts to file for bankruptcy
protection to satisfy its creditors and break out of leases on
unwanted stores, which one analyst called "the sticking point."

"I heard the two deals are on the table, which means the Sears
and Federated deal," said retail industry advisor Albert Plant.
The next step, seeking bankruptcy protection, is likely being
held up by the absence of that third party, Plant said.

Reports had said Boston-based Gordon Brothers would liquidate
Eaton's inventory as part of the deal but the company denied that
report Tuesday.  Another candidate, liquidator Hilco/Great
American Group, which liquidated the Woolco chain in 1994, also
said it was not involved.

"It's not a complete deal, the courts won't touch it," Plant
added. "

But another industry source said late Tuesday that Gordon
Brothers was still at the table.  "The financial player is going
to get stuck with the shit that nobody wants so they're obviously
going to lowball that value and that's where a lot of
the swing value for the Eaton's shareholders is. Clearly that's
where things are going to get down to the wire," the source said.
"Deals like this are incredibly complicated, there's probably a
whole page of issues."

Analysts agreed time was running out as potential buyers would
need to be in place and operational in time for Christmas.
"Suppliers are getting nervous, they've got to be unsure what to
do. We're running out of time to ready for Christmas. If there's
going to be a deal, it's got to be fairly soon," Jamie Spreng of
Montreal-based Groome Capital said.  Eaton's shares closed 20
Canadian cents lower at C$3.15 on the Toronto Stock Exchange
Tuesday. ($1-$1.48 Canadian)

EDISON BROTHERS: Court Approves Request To Employ Counsel
The Court granted the Debtors request to employ the law firm of
Armstrong Teasdale as special counsel.  The Debtors say they
selected Armstrong because it has considerable familiarity and
experience with the matters for which the application is filed,
"as attorney in the firm were handling these matters at the time
of the commencement of the present chapter 11 proceedings."

The Debtors say Armstrong Teasdale will be employed for the
following designated matters:

1. general leasing matters
2. matters related to the disposition of leases
3. matters related to the disposition of certain Missouri
real estate assets
4. other real estate matters that may arise from time to time.

The following billing rates will be charged for the attorneys:

     Michael Chivell            $245
     Joseph Hipskind            $150
     Steven Pozaric             $120
     Michael Wazlawek           $120

Paraprofessionals of the firm are billed at the rate of $90 per

EDISON BROTHERS: Court Approves Sale of Shoe Divisions
The Court approved the Debtors' Asset Purchase Agreement with
Novus Inc., to sell, outside the ordinary course of business,
substantially all of the assets of their Bakers and Wild Pair
shoe divisions in Puerto Rico.

Under the Asset Purchase Agreement, the Debtors will receive
$7,200,000 subject to adjustments at Closing based upon changes
in projected inventory levels and other conditions.

The assets of the Debtors to be transferred include the following
assets associated with the Bakers/Wild Pair Businesses:

1. Leases and contracts -- the Debtors right, title and interest
as lessee under lease agreements and as lessee under those
equipment, personal property, and intangible property leases,
rental agreements, licenses, contracts, agreements and other
similar arrangements.

2. Improvements - any improvements and fixtures located on the
real property

3. Personal Property - all of those items of furniture, equipment
and tangible personal property owned by the Debtors and used in
the operation of their businesses

4. Intangible Property - all intangible personal property owned
or held by the Debtors and used in connection with the Business
such as trademarks, service marks, and trade names

5. Inventory - all supplies, goods, inventory, and stock in trade
owned by Sellers exclusively for use or sale in the ordinary
course of the business

The following assets are excluded under the Asset Purchase

1. all cash or cash equivalents

2. inventory transferred or used by the Debtors in the ordinary
course of business prior to the closing date

3. any lease, rental agreement, contract, license or similar
arrangement terminated or expired prior to the Closing Date

4. all preference or avoidance claims and actions of the Debtors

5. insurance proceeds, claims, and causes of action with respect
to or arising in connection with any contract which is not
expressly intended to be assigned to the buyer at the closing or
any item of tangible or intangible property not expressly
intended to acquired by the buyer. (Edison Brothers Bankruptcy
News - Issue 31; Bankruptcy Creditors' Services, Inc.)

FACTORY CARD: Opposes Additional Equity Committee
The debtors, Factory Card Outlet Corp. and Factory Card Outlet of
America Ltd. say that the appointment of an additional committee
is not necessary in these Chapter 11 cases because the
stockholders are adequately represented.  The debtors say that
there are only 112 record holders of common stock, and that the
capital structure is simple.  The pre-petition debts and
liabilities are substantially all unsecured, consist primarily of
trade and expense payables and are estimated to aggregate
approximately $40 million.  Factory Card has only one issue of
outstanding equity, consisting of shares of one class of common

The debtors have formulated a plan, and are in negotiations with
the creditors' committee. The debtors claim that both Ronald Chez
and Allstate Insurance, the proponents of the motion to appoint
the Equity Committee are both sophisticated venture capitalists
and have the means to participate in the case without the
appointment of such a committee.

FINE HOST: Files Termination Of Registration/Duty To Report
Fine Host Corporation has filed, with the SEC, a certification
and notice of termination of registration and/or suspension of
duty to file reports, in compliance with cited sections of the
Securities and Exchange Act of 1934.

FIRSTPLUS FINANCIAL: Committee Objects to Arthur Andersen
The Official Unsecured Creditors' Committee of FirstPlus
Financial Inc. files an objection to the application of the
debtors to employ Arthur Andersen LLP as financial advisors for
the debtors.  The Committee objects to the application because it
asserts that the application is incomplete and inadequate with
respect to the disclosures by Arthur Andersen LLP as to their
disinteredness and their potential conflicts in this case.  The
Committee also objets to Andersen's attempt to limit its
liability in the event it commits gross negligence, willful
misconduct, negligence, breach of contract or other causes of
action, while providing professional services.

FREEPORT MCMORAN: 11% Of Shares Resides With Investment Firm
As a result of acting as investment adviser to various investment
companies, Capital Research and Management Company is deemed to
be the beneficial owner of 10,875,000 shares, or 11.0%, of the
98,717,000 shares of Class B common stock of Freeport McMoran
Copper & Gold believed to be outstanding.  The investment firm
has acquired the shares in the ordinary course of business and
the shares were not acquired for the purpose of, and do not have
the effect of, changing or influencing the control of Freeport

HECHINGER: Meeting of Creditors
A meeting of creditors in the case of Hechinger Investment
Company/Delaware, Inc. et al. will take place on August 6, 1999
at 3:00 PM, 844 King Street, Room 2313, Wilmington, Delaware

Attorney for the debtor is Mark D. Collins, PO Box 551,
Wilmington, DE.

HVIDE MARINE: Private Offering Of Notes To Avoid Bankruptcy
HMI Finance Co., a limited-purpose corporation, intends to make a
private offering of First Priority  Senior Secured Notes due 2004
and Second Priority Senior Secured Discount Notes due 2004. If
the offering is successfully completed, HMI will use the proceeds
to purchase Hvide's outstanding indebtedness under its bank
credit  facility,  which will be amended to reflect generally  
the terms of such notes.  The following discussion summarizes  
the events  leading to the  offering, the purpose of the offering
and other matters.

The private offering is intended to reduce the company's near-
term cash requirements. It is anticipated that the notes to be
issued in the offering will require no amortization of principal,
and that interest on a portion of the notes will not be payable
for a period of three years.  Because the amended credit  
facility will reflect these terms of the notes, Hvide will no
longer be required to make quarterly payments of principal  under
the term loan  portion of the credit  facility and will not be  
required  for three  years to make cash  payments  of interest
on a portion of the  indebtedness  outstanding  under such  
facility.  The company estimates that this will result in a
reduction of its cash payments of principal and interest of $45.5
million for the nine months ending December 31, 1999 and $43.1
million for 2000.

There is no assurance that the offering will be successfully  
completed, and if  successfully  completed,  that the offering  
will be  sufficient to satisfy Hvide's  near-term  cash needs.
Because of this, Hvide indicates it will continue to pursue the
plan it initiated in the fourth quarter of 1998 to improve its

That plan includes: selling six vessels and three  vessels  under
construction  for  estimated  gross cash  proceeds of $17.4  
million (and a $9.2 million  reduction in future vessel  
construction  payment obligations),  which sales are anticipated
to be completed by the end of July 1999, provided that all
conditions to such sales have been  satisfied; identifying  other
vessels that may be sold  for cash; curtailing or deferring  
certain  capital expenditures  such  as  drydocking (consistent  
with  safety  and  operational considerations); seeking to
cancel construction of three new vessels; reducing  operating and
overhead  expenses through the  implementation of salary
reductions,  a hiring freeze and selected layoffs; strengthening
efforts to collect  receivables;  and electing to defer  interest  
payments under the company's  Trust  Preferred  Securities.   The  
company  is  also seeking additional means of financing and is
undertaking discussions in that regard.

Hvide Marine believes that the amendments to its bank credit
facility contemplated by the private offering, together with the
plan outlined above, will better position it to meet its near-
term cash requirements.  However, because various factors,  
including  conditions in the offshore energy support  industry,  
general economic conditions and the cooperation of third parties,  
are beyond the company's control, there can be no assurance that
these measures will succeed in remedying the company's lack of
liquidity.  If Hvide is unable to meet its cash requirements,  it
will likely be required to seek protection from its
creditors under applicable bankruptcy laws.

LANXIDE CORP: Seeks Authority To Sell Substantially All Assets
The Chapter 7 Trustee of the debtor, Lanxide Corporation, seeks
court authority to sell substantially all of its assets to METEK
Metallverarbeitungsgesellschaft mbH and/or one or more of its
subsidiaries, affiliates or assignees; approve bidding procedures
and scheduling a hearing to consider final approval of the sale.

The agreement provides that, as consideration for the assets, the
purchaser will pay to the Trustee cash in the amount of $2
The hearing on the proposed sale is set for July 29, 1999. Better
and higher bids will be considered providing cash consideration
of at least $300,000 greater than the purchase price.

LATTICE SEMICONDUCTOR: August 9th Scheduled For Annual Meeting
The annual meeting of stockholders of Lattice Semiconductor
Corporation will be held at the Embassy Suites Hotel, 9000 SW
Washington Square Road, Tigard, Oregon 97223, on Monday, August
9, 1999, at 1:00 p.m., Pacific Time.  Stockholders will meet to
elect two Class I directors to serve a term of three years or
until their successors are elected; to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants of the
company for the fiscal year ending April 1, 2000; and to transact
any other business that properly arises.

The foregoing items of business are more fully described in the
Proxy Statement sent stockholders.  Only stockholders of record
at the close of business on June 17, 1999 are entitled to notice
of and to vote at the meeting. The meeting is subject to
adjournment from time to time as the stockholders present in
person or by proxy may determine.

LEVITZ FURNITURE: Seeks To Sell Tampa Warehouse For $3.65 Million
In exchange for a $3,650,000 cash purchase price, the Debtors ask
Judge Walrath to approve a sale of their former warehouse-
showroom located at 3939 Gandy Boulevard in Tampa, Florida, to
Five Sac Self-Storage Corporation.  The Debtors are convinced,
based on Grubb & Ellis Realty's marketing efforts, that this is
an excellent deal for their Estates.

Five Sac agrees to subject its offer to a competitive bidding
process so the Debtors can be certain they are obtaining the
highest and best price for the Property.  The Debtors will
conduct an auction on July 13, 1999. Any competing bid must start
at $3,800,000 and bidding on the property will be in $100,000

Additionally, the Debtors ask the Court for authority to pay G&E
its 5% Broker Fee from the proceeds of the sale at the Closing.

MEDPARTNERS: Prevails in Court Over MedManagement Acqusitions
MedPartners Inc. Birmingham, Ala. announced yesterday that a
judge denied a preliminary injunction sought by MedManagement
Acquisitions Corp. (M.A.C.) to stop MedPartners'sale of physician
practice management assets related to Mullikin Medical Group and
Southern California Medical Corp. to KPC Acquisition Corp.,
according to a newswire report. The judge explained that his
ruling was based on the "exclusive" letter of intent that had
expired. MedPartners has received a letter from M.A.C., which
will submit an overbid for the assets, but MedPartners is
extremely skeptical that M.A.C. could submit a legitimate offer
at this late date, considering its prior failure after months of
due diligence and negotiations with MedPartners to confirm equity
financing, establish a management team and finalize deal terms.
MedPartners believes that the sale to KPC represents the best
offer available for the assets and provides for a timely
transition of the assets in a manner that will preserve
continuity of patient care. (ABI 14-July-99)

MedPartners Provider Network, Inc., debtor, seeks entry of a
court order authorizing the employment of the law firm of
Milbank, Tweed, Hadley & McCloy as counsel to the debtor.

Milbank will render the following legal services:

Advise the debtor with respect to its rights and responsibilities
as debtor; and advise the debtor with respect to its continued

Advise the debtor in the preparation of all necessary documents
to be filed with the court and the Office of the US Trustee in
connection with the Chapter 11 case;

Advise the debtor in the negotiation formulation, drafting,
acceptance confirmation and implementation of the Definitive
Agreement and a plan of reorganization.

Participate in any court proceedings and draft all necessary

Advise the debtor with respect to the use, sale or lease of its

Advise and represent the debtor with respect to the defense or
settlement of claims or avoidance actions asserted against the
debtor and its estate or to which the debtor is a party.

NATIONAL HEALTH: Announces Asset Sale; Interim Financing Motion
Yesterday National Health and Safety Corp. (NHS) of Warminster
announced it has entered into an asset purchase agreement with
MedSmart Healthcare Network Inc. of Dallas according to a
newswire report. Under the agreement, MedSmart will purchase the
POWERx division of NHS, which will expand its Internet and
financial exposure and reduce its operating expenses by 80
percent. NHS will receive revenues equal to 20 percent of net
revenues from the new POWERx. NHS has filed a motion in a
bankruptcy court for financing up to $350,000 to enable it to
continue its reorganization. NHS filed chapter 11 on July 1. (ABI

NU-KOTE: Lenders' Objections
NationsBank NA as agent of a group of banks, as Lenders, object
to the application for authorization to employ and retain KPMG
LLP as accountants for the debtors.

The Lenders object to the hiring of KPMG due to the fact that the
debtors have already engaged the accounting firm Lain Faulkner
and the Lenders believe that it is premature to conduct an audit
for the estates pending confirmation of the plans.

PARAGON TRADE: Outline of Principal Terms of Plan
The debtor, Paragon Trade Brands, Inc. filed an outline of
principal terms of its Chapter 11 plan of reorganization.  The
proposed chapter 11 plan of reorganization is premised upon,
among other things, a $100 million investment, subject to
dilution and diminution pursuant to a Rights Offering, in
Reorganized Paragon by Wellspring Capital Management LLC for
84.10% of the common stock of reorganized Paragon, Reorganized
Paragon's issuance of $200 million of New Notes, subject to the
Monetization and the Note Adjustment, the raising of New
Financing, for Reorganized Paragon, and overbid/investor
protection provisions and support of the plan by Paragon.  

Paragon may file a standalone Chapter 11 plan on or before the
filing of the plan if practicable and seek confirmation of the
standalone plan if Wellspring does not provide its commitment.

PCG CORP: Stipulation and Order Approving Settlement
PCG Corp I, et al., f/k/a Plaid Clothing Group, Inc. et al.
asserted that National Union Fire Insurance Company of
Pittsburgh, Pa. together with subsidiaries and/or divisions of
American International Group, Inc. is obligated to return certain
money to PCG under the terms of the Insurance Program.  National
Union denies that assertion and they seek to compromise and
resolve all disputes, subject to court approval.

Pursuant to the terms of the stipulation National Union shall
remit to Plaid the sum of $1,029,924.  National Union will
deposit the sum of $729,982 in an interest bearing account.  
National Union shall draw upon the account whenever a payment is
required under the Insurance Program that exceeds the current
loss payment, loss adjustment expense and claim reserve as
established by previous agreement.

PITTSBURGH PENGUINS: Marino Withdraws Investment
Mario Lemieux has lost one investor already as he approaches a
deadline on Friday to have $50 million to purchase the Pittsburgh
Penguins, according to The Pittsburgh Post-Gazette. Current
Penguins owner Roger Marino had pledged $2 million to Lemieux's
bid, but recently backed out of his pledge. He did state,
however, that he may reconsider if Lemieux has troubles acquiring
the team. It has been reported that Marino has lost $50 million
in the last two years he owned the team. (ABI 14-July-99)

RAND ENERGY: Objections To Disclosure Statement
Constitution State Service Company and Travelers Indemnity
Company of Illinois, creditors of the debtor (pre-petition claim
of over $900,000) object to the debtor's amended Disclosure
Statement filed June 16, 1999.  The creditors state that the
Disclosure Statement should not be approved because it fails to
disclose and does not contain adequate information to allow
creditors to make an informed judgment about the plan.

The creditors say that the Disclosure Statement fails to provide
an adequate analysis of the assets available to pay each class of
creditors and the value of such assets.  The Disclosure Statement
fails to provide an adequate analysis of the amount of claims in
each class in order to allow creditors to make an informed
judgment about the plan.  The disclosure statement fails to
estimate the Administrative claims or the percentage of recovery
for creditors on their claims.  It also fails to provide an
estimate to creditors if the assets are liquidated.  

The Disclosures Statement fails to adequately describe or
estimate the claims that the debtor may have against the third
parties and how such claims will affect the distributions to
creditors under the plan.  The description of impaired classes is
inconsistent with the plan's description of classes, and it fails
to provide the identity and compensation for the President and
director of the Reorganized Debtor.

The disclosure statement fails to describe the motion by the
Bazor Well Landowners for relief from the stay to pursue the
debtor and others in state court for damages arising from the
Bazor Well Blowout.

RUSSELL CAVE: Deadline For Filing Proofs of Claim
Russell Cave Company, formerly known as The J. Peterman Company
announces that the Bankruptcy Court for the Eastern District of
Kentucky, Lexington Division, entered an order setting August 16,
1999 as the deadline for filing proofs of claim against and
proofs of equity security interests in the debtor arising prior
to and/or existing as of the Petition Date.

SIRENA APPAREL: Update on Suit
Counsel for Class Plaintiff, Barrack, Rodos & Bacine, issued the
following: A class action has been commenced in the United
States District Court for the Central District of California on
behalf of all persons who purchased the common stock of The
Sirena Apparel Group, Inc. (NASDAQ: SIRN and SIRNQ) ("Sirena" or
the "Company") between November 12, 1998 and June 7, 1999,
inclusive (the "Class Period"). The complaint charges Sirena and
principal officers and directors, Newman, Gerhart and Arbetman,
with violations of the Securities Exchange Act of 1934. The
complaint alleges that beginning in November 1998, defendants
made false and misleading statements about Sirena's operations
and earnings. More particularly, plaintiff alleges that Sirena
filed false financial statements for the 1st, 2nd and 3rd
quarters of fiscal 1999. On June 7, 1999, Sirena announced that
there were accounting irregularities at the Company and that
Sirena would have to restate its financial results for the
first three quarters of fiscal 1999. The Company announced it
would be taking materials charges which would include the
writedown of inventory and the writeoff of certain deferred
expenses. The Company also announced the termination of
defendants Newman and Gerhart, the CEO/Chairman and CFO,
respectively. As a result of the false public statements and
financials, Sirena stock traded as high as $ 9 during the class
period. After the June 7, 1999 announcement, the stock fell to as
low as $ 1.875 per share.  Subsequently, Sirena filed a petition
for bankruptcy and its stock is being delisted from the Nasdaq
Stock Market. During the Class Period, but before the truth was
revealed on June 7, 1999, defendant Arbetman, the President and
Vice Chairman, sold 47,000 shares of Sirena stock (90% of
his actual stock). The plaintiff seeks to recover damages on
behalf of all purchasers of Sirena common stock during the Class

SKYTELLER: Expects To Emerge Quickly
SkyTeller, L.L.C. ("SkyTeller") announced today that a Plan of
Reorganization ("the plan") has been filed in the United States
Bankruptcy Court for the District of Colorado. Under the plan
being proposed jointly by Petitioning Creditors and First Data
Corporation (NYSE: FDC), creditors are to be paid in full, with
interest, and First Data is to assume full ownership
of the reorganized company. A hearing date for Confirmation of
the plan has been set for September 8, 1999.

SkyTeller, a development stage company based in Englewood,
Colorado, provides financial, payment and information management
services to international travelers, the travel industry, and
users of travel related data.  SkyTeller was formed in 1997 by
The International Monetary Exchange, Inc., a privately held
corporation which in preceding years had conceived of
SkyTeller, and First Data Corporation. The International Monetary
Exchange, Inc., which currently owns 64 percent of SkyTeller, and
First Data, which owns 36 percent, have been in negotiations
regarding how best to address SkyTeller's capital needs. However,
their discussions did not result in an agreement, and a group of
unsecured creditors sought relief under Chapter 11 of the U.S.
Bankruptcy Code.

SkyTeller ("the company") also announced today that it has
secured a post petition funding commitment, subject to Court
approval, from First Data Corporation and certain First Data
affiliates, and intends to operate its business as a debtor in

According to Kent T. Londre, president and chief operating
officer of SkyTeller, "The Company views this as a means to an
end, not an end to the Company. We remain optimistic regarding
our prospects for launching an exciting set of value-added
services for international travelers. We intend to focus on
moving to an operational phase with SkyTeller In-Flight
Services(R) this summer and SkyTeller Pre-Flight Services(SM)
later in 1999. We expect SkyTeller will successfully emerge from
Chapter 11 proceedings in the near future."
SkyTeller is currently focused on two groups of services:
SkyTeller In-Flight Services(R) now being tested by several
international airlines, provides foreign currency exchange
services to passengers onboard international aircraft.  This
allows passengers to purchase the currency they will need upon
arrival or to convert foreign currency back to their home
currency upon their return.  The service is offered by the
airlines as SkyTeller's representatives.  Flight attendants
operate an automated point of sale device (POS device) that
performs the currency calculations for dispensing currency of the
destination country and processing payments.  The
POS device calculates the foreign exchange rates and accepts
multiple currencies, travelers cheques and credit cards for
payment.  The POS device also processes in-flight duty free
SkyTeller Pre-Flight Services(SM) which offers foreign currency
exchange services when international travelers book their
flights, or anytime before their departure.  The service is
currently only available in the United States, but SkyTeller
plans to expand the service.  Foreign destination currency is
charged to a credit card and delivered to the traveler's office,
home or travel agent.  Services are currently offered on a beta
basis through selected travel agents using the computer
facilities of a worldwide central reservation system.  SkyTeller
has distribution agreements with three leading global
distribution systems.  

TALK AMERICA INC: Seeks To Use, Sell or Lease Property
Talk America, Inc. seeks a court order to authorize the debtor to
license InGenius, Inc. to use and broadcast certain radio spot
and print advertisements owned by the debtor and to sell certain
inventory owned by the debtor to InGenious.

Under the terms of a Marketing Agreement, the debtor would be
entitled to receive a royalty payment equal to 2.5% of InGenius'
adjusted gross revenue from sales of a product called "Reading
Genius" to certain customers who respond to the advertisements.

Under the terms of the marketing agreement the debtor also
proposes to sell 1,505 units of Reading Genius and 1,188 units of
a product called Mental Rehearsals.  The purchase price is

TECHMEDIA COMPUTER: Files for Bankruptcy
Techmedia Computer Systems, Garden Grove, Calif., and founder
Andrew Park, filed chapter 7 last week, according to The Orange
County Register. Park, who owns three other companies, said he
filed to "preserve what they could for the creditors as a
whole." In 1997 the company had revenues of $160 million, but a
courtroom fight with Tae II Media Co. (a South Korean supplier)
started its downfall. Last month an Orange County judge ordered
the headquarters building be sold and Park to sell his Laguna
Niguel mansion to pay the Tae II judgement. It is not yet known
how much Park and his companies owe. (ABI 14-July-99)

TELETRAC INC: Court Approves Stipulation Re: DIP Loans
The US Bankruptcy Court for the District of Delaware entered an
order approving the stipulation of the debtor and lender to make
working capital loans to the debtor, but such loans shall in no
event exceed $1 million.  The DIP loans shall bear interest at a
rate of 10% per annum.

By separate order the court approved that certain Asset Purchase
and Option Agreement by and between the debtor and Ituran USA,
Inc., Buyer.

THORN APPLE: Excel Corp., Unit of Cargill, Enters The Bidding
Excel Corp., a unit of Cargill Inc., said Monday that it entered
the bidding for Thorn Apple Valley Inc., a Southfield, Mich.-
based meat packer that agreed last month to be acquired
by IBP Inc. for $112 million.

Wichita, Kan.-based Excel's $114 million offer is substantially
similar to a previous offer made by IBP, based in Dakota City,
Neb.  In March, Thorn Apple Valley filed for protection from
creditors under Chapter 11 of the U.S. Bankruptcy Code.

Excel and IBP are also meat packers.

Cargill, a commodities-processing and financial-services giant,
is based in Minneapolis.

THORN APPLE: Notice of Motion For Order Approving Sale
Thorn Apple Valley, Inc., et al., debtors, filed a notice of
motion for order approving the private sale of substantially all
of their assets to IBP Inc. or its subsidiary for $112.2 million.

THREE D DEPARTMENTS: Appoints Responsible Officer
Ivan L. Friedman, president of New York-based Retail Consulting
Services, was recently installed by Three D Departments Inc., its
unsecured creditors'committee and Foothill Capital Corp., and
appointed by the Bankruptcy Court for the Central District of
California as responsible officer of Three D Departments for the
express purpose of either marketing the company in whole or in
part, or to conduct liquidation sales of its inventory, leases
and other assets, the company announced. Three D Departments, a
national home furnishing chain which filed chapter 11 last July,
retained Retail Consulting Services last summer as financial and
real estate consultants. Last month, the unsecured creditors'
committee filed a motion for the appointment of a chapter 11
trustee, and then subsequently amended the motion to request
appointment of a responsible officer. The committee, the debt and
the lender all requested that Friedman be appointed the
responsible officer. (ABI 14-July-99)

THREE D DEPARTMENTS: Taps Non-Exclusive Investment Banker
The debtor, Three D Departments, Inc. seeks authority to employ
Avalon Group, Ltd. as its non-exclusive investment banker.  
Avalon will render professional services to the debtor with
respect to a private financing, which is intended to be a private
placement financing for the debtor or a newly formed entity that
includes the operating assets of the debtor.  The transaction
might take the form of a joint venture with the debtor.  The firm
will introduce the debtor to various entities who may be
interested in the transaction; distribute and present the
company's confidential information to entities who may be
interested in the transaction; assist in evaluating proposals
which are received regarding the transaction; and assist in
structuring, negotiating and closing the transaction.  A retainer
in the amount of $25,000 is provided, and may be credited against
successful transaction fees in excess of $100,000 on the basis of
a credit of one dollar, up to a maximum of the retainer fee paid,
for every two additional dollars earned.

TRANSTEXAS: Seeks Approval to Reject Executory Contract
The debtors, TransTexas Gas Corp. et al. seeks authorization to
reject an executory contract between TransTexas Gas Corporation
and Koch Energy Trading, Inc.

The debtor alleges that the agreement should be rejected as it is
not a competitive price, and the continued sale of TransTexas'
gas at this contract price adversely affects TransTexas' cash
flow and profits.

UNITED COMPANIES: Messages On Yahoo! Finance Not Authorized
United Companies Financial Corporation (OTC:UCFNQ) advised that
the messages that have been posted on the Yahoo! Finance message
board, including without limitation, the message posted under the
name "uchumanresources" on July 2, 1999, are not messages from
United Companies Financial Corporation, and "uchumanresources" is
not authorized to speak on behalf of United Companies Financial
Corporation or United Companies Lending Corporation. One of the
messages from "uchumanresources" provided misinformation as to
the means by which shareholders of United Companies Financial
Corporation may obtain copies of the schedules that were filed on
June 30, 1999, by it and its subsidiaries which are debtors in
possession in the Bankruptcy Court in which their consolidated
Chapter 11 reorganization case is pending. Copies are not
available through Nicole Archie, secretary to Judge Walrath, and
it is improper to contact Ms. Archie for copies or for any other
information concerning the case. Shareholders may review the
schedules at the Bankruptcy Court in Wilmington, Delaware.
Alternatively, they may obtain a copy, at their own expense,
through the IKON copy service in Wilmington, Delaware, which may
be contacted by telephone at (302)777-4500. Shareholders desiring
additional information about the schedules or the case should
contact the Official Committee of Equity Security Holders. In a
press release issued by United Companies on May 4, 1999, the
Company expressed concern regarding what it believes to be
material misstatements and omissions in many of the
anonymous and signed communications concerning the Company, its
business and affairs, and its management that have appeared in
various Internet "Message Boards," including Yahoo! Finance. The
Company again advises stockholders and others in the investment
community that the Company's policy is not to respond to the
specifics of any such communications, but the Company believes
that it is appropriate under the circumstances to caution its
stockholders and others in the investment community regarding any
reliance that may be placed on such communications. United
Companies which services non-traditional consumer loan products
has been in a Chapter 11 reorganization since March 1, 1999.

WESTERN PACIFIC: Motion To Approve Employ of Valuation Expert
Jeffrey A. Weinman, as Chapter 7 Bankruptcy Trustee for Western
Pacific Airlines, Inc. applies to the court for authorization to
employ Mitchell S. Hoffman of SKB Business Services, Inc. as
valuation expert to perform a solvency/insolvency analysis of
debtor Western Pacific Airlines, Inc. for the period leading up
to Western Pacific's bankruptcy.

Hoffman charges $200 per hour and believes based on a preliminary
review indicates that the process will cost a total of $70,000.


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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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