TCR_Public/990819.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, August 19, 1999, Vol. 3, No. 160                                              

ALTA GOLD: Hearing on Motion To Extend Exclusivity
CHERRYDALE FARMS: Last Date For Creditors To File Proofs of Claim
COUNTY SEAT: Last Day For Filing Proofs of Claim Set
DEVLIEG-BULLARD: Meeting of Creditors
DOW CORNING: Modifications To Amended Joint Plan

DOW CORNING: Anderson Appointed CEO - Hazelton Remains Chairman
FEDERAL EMPLOYEES: Order Approves Employ of Skadden, Arps
GOODY'S: Reports Earnings For Thirteen Weeks Ended July 31
HECHINGER: Seeks To Pay $10 Million in Incentives
IRIDIUM: Bankruptcy Halts Trading

IRIDIUM: Involuntary Petition Filed in New York
IRIDIUM: Plan May Put 30% of Firm in Bondholders' Hands
IRIDIUM: Was Barclays Key Bondholder Behind Involuntary Petition?
KIWI: Plans to Liquidate/ Auctions Furniture
LEVITZ: Apollo's Motion For Classification of Claims

LEVITZ: Balance Sheet
LOEWEN: Procedures For Miscellaneous Sales
LOEWEN: Fees Capped For Mercer
MARINER POST-ACUTE: 3rd Quarter Net Loss Exceeds Net Revenues
MEDPARTNERS: Second Quarter Loss Tops

MOBILE ENERGY: Order Extends Exclusivity
PLANET HOLLOYWOOD: Filing Expected In Near Future
PLANET HOLLYWOOD: Plans to File Voluntary Chapter 11
RUSSELL CAVE: Hearing on Disclosure Statement
SOURCEONE: Committee Objects To Sale

TRIANGLE SHEET METAL: Case Summary & 20 Largest Creditors
VENCOR: Ventas Expects Bankruptcy
ZENITH: Reports Second Quarter Net Loss of $20.9 Million


ALTA GOLD: Hearing on Motion To Extend Exclusivity
Alta Gold Co. filed a motion to extend its exclusive period
within which to file a plan, for an additional 60 days until
October 11, 1999 and to extend its exclusive period within which
to solicit acceptances of its plan, for an additional 60 days, to
and including December 10, 1999.  A hearing will be held before
the Honorable Gregg Zive, US Bankruptcy Judge, 300 Booth Street,
Reno, Nevada, on September 8, 1999 at 2:00 PM.

CHERRYDALE FARMS: Last Date For Creditors To File Proofs of Claim
On April 17, 1999, the Bankruptcy Court entered an order
establishing June 1, 1999 at 4:00 PM as the last date and time
for filing proofs of claim against the debtor.

COUNTY SEAT: Last Day For Filing Proofs of Claim Set
On August 5, 1999, the US Bankruptcy Court for the Southern
District of New York entered an order in the cases of County Seat
Stores, Inc., and CSS Trade Names, Inc., establishing September
15, 1999 as the last day for filing claims against the debtors.

A meeting of creditors will take place on September 16, 1999 at
3:00 PM, 80 Broad Street 2nd Floor, New York, NY 10004.

Chapter 11 Trustee: Alan Cohen
Attorney for Chapter 11 Trustee:
William M. Silverman, Esq.
Otterbourg, Steindler, Houston & Rosen PC
230 Park Ave
New York, NY

DEVLIEG-BULLARD: Meeting of Creditors
A chapter 11 bankruptcy case was filed on July 15, 1999
concerning the debtor, DeVlieg-Bullard, Inc., 1900 Case Parkway
S, Twinsburg, Ohio 44087.  

Attorney for the debtor is Shawn M. Riley, 600 Superior Ave E,
Bank One Center, #2100, Cleveland, Ohio.

A meeting of creditors is set for September 13, 1999 at 1:30 PM
at First Energy Building Atrium Level #120, 76 S Main St., Akron,
Ohio 44308.

DOW CORNING: Modifications To Amended Joint Plan
As Judge Spector continues to entertain debate at protected
hearings on the confirmability of the Joint Plan, the Debtor and
the Tort Committee submit, pursuant to 11 U.S.C. Sec. 1125 and
Rule 3019 of the Federal Rules of Bankruptcy Procedure, various
modifications to the Joint Plan.  Significantly:

(1) the Reorganized Debtor will amend its corporate charter to
prohibit the issuance of non-voting equity securities;

(2) to the extent that Dow Chemical settles the Mahlum Claims
prior to the Effective Date, Dow Chemical will hold an Allowed
Class 16 Claim for the amount it pays, payable from the
Settlement Facility. If the Mahlum Claims are not settled prior
to the Effective Date and the existing judgment is affirmed on
appeal, Dow Chemical may seek reimbursement from the Litigation

(3) The Joint Plan is amended to reflect additional insurance
settlement agreements entered into with A.C.E. Insurance Company,
Allianz Verischerungs, A.G., Brittany Insurance Company Limited,
and Employers Mutual Casualty Company;

(4) the interest rate on the Senior Notes will be set based on a
basis point spread above 10-year U.S. Treasury securities as of
the Effective Date.  That point spread will be determined by an
Independent Underwriter under an elaborate scheme crafted with
the Commercial Committee;

(5) the Senior Notes, at the Debtor's sole option, (a) will not
be redeemable at any time prior to their maturity; or (b) will be
redeemable at a redemption price equal to the greater of (i) 100%
of the principal amount to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments discounted to
the date of redemption at the then-current yield to maturity for
Treasury securities with a maturity closest to the maturity date
for the Senior Notes plus a "make whole spread";

(6) the Reorganized Debtor will make periodic SEC filings so long
as the Senior Notes are outstanding; and

(7) a payment default of more than $100 million under the Funding
Payment Agreement will constitute an event of default with
respect to the Reorganized Debtor's obligations under the Senior

None of these changes, the Debtor and the Tort Committee assure
the Court and parties-in-interest, adversely change the treatment
of any claim against the Debtor.  (Dow Corning Bankruptcy News
Issue 68; Bankruptcy Creditors' Services Inc.)

DOW CORNING: Anderson Appointed CEO - Hazelton Remains Chairman
The Dow Corning Corp. Board of Directors has named Gary E.
Anderson president and chief executive officer effective today.
Richard A. Hazleton will continue as chairman of the Board
of Dow Corning. Anderson, Hazleton and Siegfried Haberer,
executive vice president will continue as the Office of the Chief
Executive Officer (OCEO).  

Hazleton noted that the move of Anderson to the CEO position was
a natural next step in an orderly succession plan at Dow Corning.
"Gary has done an exemplary job of leading this company through
the Chapter 11 process, and now, with that hopefully approaching
closure, it is appropriate that he assume the role of CEO to lead
Dow Corning into the next century. To help make this a smooth
transition process, I intend to support Gary and Siegfried and
expect to continue to serve the Board as chairman for some time,"
Hazleton said. (Dow Corning Bankruptcy News Issue 68; Bankruptcy
Creditors' Services Inc.)

FEDERAL EMPLOYEES: Order Approves Employ of Skadden, Arps
The US Bankruptcy Court for the central District of California
entered an order on August 11, 1999 approving the applciation of
Federal Employees' Distributing company, d/b/a Fedco, Inc.,
debtor to retain Skadden, Arps, Slate, Meagher & Flom LLP as its

GOODY'S: Reports Earnings For Thirteen Weeks Ended July 31
Goody's Family Clothing, Inc. (Nasdaq/NM:GDYS) reported
earnings for the thirteen weeks ended July 31, 1999. Net earnings
increased 12.1% to $ 9.7 million compared with $ 8.7 million for
the thirteen weeks ended August 1, 1998.  Sales for the
second quarter of fiscal 1999 increased 11.1% to $ 277.3 million
compared with $249.5 million for the same period last year.
Comparable store sales for the second quarter of fiscal 1999
decreased 3.4% from the same period in the prior year.  

For the twenty-six weeks ended July 31, 1999, net earnings
increased 7.1% to $ 17.6 million compared with $ 16.4 million for
the twenty-six weeks ended August 1, 1998. Diluted earnings per
share increased 10.6% to $ 0.52 per share compared with $ 0.47
per share for the same period last year.

Sales for the first six fiscal months of fiscal 1999 increased
12.8% to $ 537.2 million compared with $ 476.2 million for the
same period last year. Comparable store sales for the first six
fiscal months of 1999 decreased 1.2% from the same period in the
prior year.  As previously reported, Shoe Corporation of America,
Inc. ("SCOA"), which is currently under Chapter 11 bankruptcy
protection, operated licensed shoe departments in most of the
Company's stores.

As a result of SCOA's financial difficulties, the Company's
licensed shoe department sales for the second quarter ended July
31, 1999, declined approximately 28% in total and approximately
41% on a comparable store basis from the same period in the
prior year, which negatively affected the Company's overall
comparable store sales for the second quarter of 1999 by
approximately 1.5%.  Under a tentative agreement with SCOA, the
Company began stocking its own shoe departments on August 9,
1999, and expects to reach minimally acceptable levels by August
30, 1999. It is not anticipated, however, that the Company will
achieve an appropriate shoe inventory mix until February 2000,
the date when the SCOA agreement was originally set to expire.  

HECHINGER: Seeks To Pay $10 Million in Incentives
Citing the "devastating" impact on employee morale and retention,
Hechinger Co. last week asked the U.S. Bankruptcy Court in
Delaware for approval to pay about $10 million in incentives to
keep key executives and store staffers, The Washington Post
reported. The Largo, Md.-based home improvement chain told the
court that without approval of the incentive plan, "there exists
a high probability that a substantial number of employees,
particularly those working at the store level, may terminate
their employment." Under the proposal, top executives would
receive bonuses this fall and next year totaling up to 61 percent
of their annual salaries.  Certain store employees would receive
payments worth 10 percent of their yearly wages; about  1,300
employees would get retention bonuses, assuming there are no
additional cutbacks in the  workforce. Since June 1, Hechinger's
employment has dropped from 24,500 full-and part-time employees
to about 12,300. Much of the drop is attributable to store
closings, but some key employees have left the 117 stores that
will remain open.

IRIDIUM: Bankruptcy Halts Trading
Phillips Business Information, Inc. reports on August 16, 1999
that Iridium stock shares fell 28 percent Friday, nearly $1.20,
to close at $3.06.

Since the beginning of the year, Iridium's stock has lost 92
percent of its value.

Bankruptcy was triggered by Iridium's failure to cough up $90
million in interest on $1.4 billion in bonds, says Michelle Lyle,
Iridium spokeswoman.  "We still have enough cash [to last us] for
the next few months," Lyle adds.  However, she would not disclose
whether Iridium would get financial backing should the company

Iridium filed in the U.S. Bankruptcy Court in Delaware after a
group of bondholders sought an involuntary bankruptcy filing in
New York.  The fate of Iridium now rests upon a question of
venue. Bondholders bet they have a better chance of getting their
money back from New York courts.

The filing halted the trading of Iridium shares.  Analysts
suspect bondholders may make out better in the event of
restructuring than equity holders.  With more capital invested in
Iridium, bondholders represent greater strategic worth investors.
Iridium defaulted on $1.5 billion in bank loans and failed to
meet its deadline to fulfill conditions on an $800 million
syndicated bank loan - a deadline that had been extended three
times.  It also defaulted on $750 million in loans guaranteed by
Motorola [MOT], the biggest investor in the satellite company.

IRIDIUM: Involuntary Petition Filed in New York
Case Summary:

Iridium Operating LLC
Iridium Capital Corporation
1575 Eye Street, NW
Washington, DC 20005

Canyon Capital Advisors LLC
As fund manager for The Value Realization Fund LP

Magten Partners

Wall Financial Investments (USA) Ltd.

All represented by:

John J. Rapisardi
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
212) 310-8000
Note: The debtor's voluntary petition was filed on August 13,
1999 in Wilmington.    

IRIDIUM: Plan May Put 30% of Firm in Bondholders' Hands
According to a report in The Wall Street Journal, August 18,
1999, Iridium LLC submitted a filing to the SEC containing its
latest restructuring proposal.  The plan would leave bondholders
owning a third of the company.  The proposal would convert most
of Iridium's debt into equity.  If approved, that would leave
bondholders with a 30% stake in the company.   For holders of an
additional $500 million in debt obligations, primarily Motorola,
Iridium proposed handing over another 12% of the company.  
Motorola already has an 18% stake, but that would get diluted
somewhat due to the overall proposal.  Iridium is also seeking
extensions on syndicated bank loans that total $1.5 billion.
IRIDIUM: Was Barclays Key Bondholder Behind Involuntary Petition?
Communications Daily reports on August 18, 1999, that     
Barclays Bank wouldn't comment on reports that it was the
key Iridium bondholder behind involuntary bankruptcy filing in
N.Y.C. Aug. 13, the same day that Iridium filed for Chapter 11
protection in Del. bankruptcy court (CD Aug 16 p1).  Barclays was
joint manager of an $800 million loan that was Iridium's main
line of credit on which the company defaulted Aug. 11.  
Meanwhile, Iridium, which had expected to post 2d-quarter results
this week, told SEC Tues. it needs more time to compile financial
report, saying it would post "significant net loss" for first
half of 1999, and still was in process of calculating value of
its "long-lived assets."  Nasdaq still wasn't trading Iridium
shares Tues., pending receipt of information it requested from
company late last week (CD Aug 17 p7).

KIWI: Plans to Liquidate/ Auctions Furniture
Kiwi International Air Lines will file for Chapter 7
bankruptcy in five days unless the grounded, debt-ridden carrier
finds an investor willing to bring it back from almost certain
death, the airline's court-appointed trustee said Tuesday.

"It means the ball game's over," said Charles Stanziale, standing
in Kiwi's empty offices facing Newark International Airport.

The tiny, Newark-based carrier is down to a skeleton staff of
nine employees. The company auctioned off its office furniture
Tuesday to help repay an $830,000 state loan. Auctions of spare
plane parts are scheduled for next month in Atlanta and Chicago.

The 7-year-old airline, which had four planes and flew to six
cities before it was grounded earlier this year, owes $12.5
million in taxes and $20 million to creditors, said Stanziale.

"I've searched high and low" for an investor to bring back the
airline as a charter, rather than as a bargain commercial
carrier, he said. But he has no likely prospects and will likely
apply to change the airline's Chapter 11 bankruptcy filing to a
Chapter 7, focusing on liquidation rather than reorganization.

Kiwi has not had planes or permission to fly since March, when
the Federal Aviation Administration said the carrier was unable
to fly safely. Kiwi laid off nearly all of its 500 workers and
surrendered its four leased jets shortly after declaring Chapter
11 bankruptcy.

The FAA in April changed the revocation to a suspension, giving
Kiwi time to find someone to rescue the airline. Pan Am Airways
had offered to buy Kiwi in March for $3 million. But that plan
collapsed when Kiwi could not immediately restore its flight

On Tuesday, auctioneer Herbert Caspert led a listless group of 20
buyers through cluttered rooms of old furniture, trying to
interest them in buying scores of battered desks, filing
cabinets, a giant conference table and cubicle dividers.

"Cheaper than Staples," Caspert said, trying to coax a $5 bid for
a desk.  The entire auction netted about $3,200 for Kiwi, Caspert
said. No bids were made on about half the furniture.

At its peak in the mid-90s, Kiwi had 1,200 workers who owned a
controlling share of the airline, and 15 leased jets. The
founding pilots and flight attendants named the airline for a
flightless bird to symbolize how they had lost their wings -- and
jobs -- when Eastern and other carriers failed.

The airline, unable to compete with carriers with similar
bargains and expanded flying schedules, declared bankruptcy in
1997, but was rescued by a Baltimore physician who invested a
reported $21 million.

But the airline continued to shed workers, routes, jobs and
planes until declaring bankruptcy again this year.

LEVITZ: Apollo's Motion For Classification of Claims
In 1996, Apollo Investment Fund III, L.P., Apollo Overseas
Partners III, L.P., and Apollo (U.K.) Partners III,, L.P., lent
$35,000,000 to Levitz Furniture Corporation.  In partial
consideration of that loan, Apollo received a warrant to purchase
a 14.44% equity stake at a strike price of one-cent per share
before the expiration of 5 years.  The other Debtors
executed an Indemnity Agreement in Apollo's favor in the event
that LFC failed to perform its obligations; that indemnity is
secured by the Debtors' assets.  

Apollo says that the Warrant contains comprehensive antidilution
provisions, including a provision that preserves Apollo's ability
to obtain a 14.44% stake even in the event of any restructuring
or workout.  Levitz' Plan of Reorganization, Apollo contends,
doesn't accord appropriate treatment to Apollo's claims, rights
and interests.  

Apollo turns to Judge Walrath asking that the Court, using the
mechanism set forth in Rule 3013 of the Federal Rules of
Bankruptcy Procedure, judicially determine the status and
classification of Apollo's claims prior to confirmation.  Apollo
argues that the Debtors' Plan must either provide
for (a) Apollo's right to obtain a 14.44% equity stake in
Reorganized Levitz or (b) grant Apollo an allowed secured claim
to compensate Apollo for the loss of its right.  

LEVITZ: Balance Sheet
Levitz Bankruptcy News Issue 35 (Bankruptcy Creditors Services
Inc.) reports that as of June 30, 1999, Levitz Furniture
Incorporated and subsidiaries report:

Total current assets         139,238,000
Total current liabilities    197,306,000
Total long-term liabilities   40,833,000

For six months ended June 30, 1999:

Net Sales    119,988,000
Net Loss     (6,489,000)

LOEWEN: Procedures For Miscellaneous Sales
The Debtors want the Court to approve a set of procedures
permitting them to liquidate various non-core, unprofitable
assets, having a sale value of $2,000,000 or less per sale
transaction, without specific Court approval for each transaction
and without conducting an auction for each asset.  

The Debtors tell the Court that it will be more efficient if they
are permitted to sell these De Minimis Assets without obtaining
specific Court approval for each sale, because the administrative
costs for drafting, serving and filing the pleadings, as well as
time incurred by attorneys for appearing at Court hearings, is
unjustified in light of the proceeds to be received from such

The Debtors further inform the Court that conducting auctions for
each proposed sale will result in unjustifiable cost and delay,
since many of the smaller sale transactions are expected to arise
from unsolicited third-party offers.  This kind of offer is
subject, usually, to extremely short time constraints.

The Debtors propose to give 10-days' notice of each sale of De
Minimis Assets to (i) the U.S. Trustee; (ii) counsel to the
Creditors' Committee; (iii) counsel to the DIP Lenders; and (iii)
the holder of any lien, claim or encumbrance or other interest
relating to the property to be sold.

The Debtors remind Judge Walsh that he approved virtually
identical procedures in In re Montgomery Ward Holding Corp., Case
No. 97-1409 (PJW) (Bankr. D. Del. Aug. 26, 1997), for De Minimis
Asset Sales up to $1,000,000.  

Further, all assets sold pursuant to these Miscellaneous
Transaction Procedures will be sold "as is" and "where is,"
without any representations or warranties from the Debtors as to
the quality or fitness of such assets for either their intended
or any particular purpose.  (Loewen Bankruptcy News Issue 8;
Bankruptcy Creditors' Services Inc.)

LOEWEN: Fees Capped For Mercer
The United States trustee raised a concern with the Debtors and
Mercer about Mercer's proposed $600 billing rate for its top
professionals.  In light of the concern expressed by the U.S.
Trustee, the Debtors and Merger have agreed that Mercer will cap
its professionals' billing rates at $400.  Additionally, Mercer
agrees to cap expense reimbursements to 10% of its fees.  Mercer
agrees that these discounts will be retroactive to the
Petition Date.  (Loewen Bankruptcy News Issue 8; Bankruptcy
Creditors' Services Inc.)

MARINER POST-ACUTE: 3rd Quarter Net Loss Exceeds Net Revenues
Mariner Post-Acute Network, Inc. (NYSE: MPN) announced operating
results for its third fiscal quarter which ended June 30, 1999.
For the third fiscal quarter, the Company recorded net revenue of
$365.3 million, a net loss of $405.7 million and a net loss per
basic and diluted share of $5.51. These results include $351.0
million in unusual charges to earnings.  

These results compared with net revenue of $494.1 million, a net
loss of $0.2 million and a not loss per basic and diluted share
of $0.01 for the 1998 third fiscal quarter for Paragon Health
Network, Inc.

As previously disclosed, the Company has undertaken certain
initiatives, which include focusing on core businesses and the
closure, or divestiture, of non-core businesses, in an effort to
mitigate the substantial negative effects on the Company of the
change to Prospective Payment System reimbursement. The Company
views its core businesses as (1) the operation of inpatient
skilled nursing facilities; (2) the operation of long-term acute
care facilities; and (3) the provision of institutional pharmacy
services to internal and third party customers. Non-core
businesses which have been divested, or are scheduled to be
divested by September 30, 1999, include outpatient rehabilitation
clinics, hospital rehabilitation program contract management,
home health services and hospital based geropsychiatric program

Operating results for the third fiscal quarter have been severely
impacted by PPS implementation, therapy caps and decreasing
Medicare census. In addition, the Company's pharmacy business is
experiencing declining margins as a result of the impact of PPS
implementation on its customer base.

"As a result of the 1997 Balanced Budget Act and its
implementation, Mariner is paid on the average, approximately
$115.00 less per Medicare patient day," George Morgan, chief
financial officer for Mariner Post-Acute Network said. "Our
management focus continues to be on issues we can control,
including reducing overhead, improving inpatient operations,
selling non-core businesses and collecting cash. Hopefully,
Congress and the White House will work together to pass Sen.
Hatch's bill, Medicare Beneficiary Access to Quality Nursing Home
Care Act, and restore funding to care for our seniors."

The Medicare Beneficiary Access to Quality Nursing Home Care Act
of 1999 (S.1500) would provide payment add-ons to 15 specific
payment categories where there are high concentrations of
patients with medical conditions that require high utilization of
non-therapy ancillary services. Second, the bill will restore for
three years 1% to the annual market basket update that was
reduced in the 1997 Balanced Budget Act (BBA). S.1500 would
address the discrepancy between the actual increase in costs
incurred by skilled nursing facilities and what the current
market basket update provides.

To achieve the Company's objective of reducing annual corporate
overhead by at least $50 million, and eliminating the distraction
of non-core businesses, the following milestones have been

      * Exited the contract therapy business, resulting in over
7,000 layoffs
      * Insourced therapy services in Mariner's nursing homes
      * Closed 16 remote offices in 12 states
      * Eliminated over 180 corporate positions
      * Reduced corporate senior management positions by over 50%
      * Sold all corporate aircraft
      * Sold the outpatient rehabilitation clinics
      * Sold the hospital rehabilitation management contract
      * Sold a portion of the home health operations
      * Sold the Company's New London corporate office building
The Company continues to pursue further opportunities to reduce
overhead and divest non-core assets. The Company continues
reviewing its operations and has engaged financial advisors to
assist in preparing cash forecasts. The Company is in the process
of evaluating the impact of its future cash flows on the
company's long-lived assets in accordance with the provisions of
Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of." The Company expects to complete its review of
operations and its evaluation of future cash flows during the
fourth fiscal quarter ending September 30, 1999.

The Company's Form 10-Q for the quarterly period ended June 30,
1999 further details that the Company was in violation of certain
covenants within its two credit facilities with bank groups led
by the Chase Manhattan Bank and PNC Bank. The Company does not
intend to pursue short-term waivers of these covenant violations
and will instead use its $94.5 million of invested cash as of
June 30, 1999 to operate the business pending a permanent
restructuring of the related indebtedness.

Mariner Post-Acute Network, Inc., headquartered in Atlanta,
Georgia, operates more than 400 skilled nursing, sub-acute and
assisted living facilities with approximately 50,000 beds.
American Pharmaceutical Services, the Company's institutional
pharmacy group, operates 41 institutional pharmacies, serving
more than 1,000 facilities, comprising approximately 125,000
beds. In addition, the Company's Specialty Hospital group
operates 11 LTAC hospitals in key markets.  (Healthcare Business
Reporter 19-Aug-1999)

MEDPARTNERS: Second Quarter Loss Tops
MedPartners Inc.'s second-quarter loss widened as it took another
charge relating to its discontinued physician-practice
management business, which is in bankruptcy in California.  
MedPartners posted a loss of $187.6 million, or a loss of $96
cents a share, compared with a loss of $23.3 million, or a loss
of 12 cents a share for the same period last year.  The net loss
includes an additional $199.3 million charge for discontinued
operations. The additional charge follows a $1.23 billion charge
recorded in the fourth quarter to exit its physician practice
operations.  MedPartners said it has received approval from
bankruptcy court to sell its California physician
practice assets, including operations of the bankrupt MedPartners
Provider Network Inc. (BestWire, July 26, 1999).  The company
said discontinued operations lost $199.3 million, or a loss of
$1.02 a share, widening the loss of $24.1 million, or a loss of
13 cents a share, from the same period last year. Despite
problems with the physician practice management business,
MedPartners said its revenue had grown 25% to $796.2 million from
$639.5 million, and its Caremark Pharmaceutical Group, a pharmacy
benefit group, has been profitable. Operating income rose to
$43.1 million from $32.5 million. Net income from
continuing operations rose to $11.7 million or 6 cents a share,
up from $800,000, or 1 cent a share, for the same quarter last
year.  On March 11, the California Department of Corporations
assumed control of MedPartners Provider Network, and state
regulators filed Chapter 11 bankruptcy for the network.
Since then, regulators have agreed to allow MedPartners Inc.
represent its subsidiary in the bankruptcy proceedings (BestWeek,
April 26, 1999). MedPartners is selling its provider network, a
physician-practice management company that acts as a middleman,
selling physicians' services at wholesale prices to health
maintenance organizations. To date, MedPartners has either
sold, or agreed to sell, most of its California PPM operations;
20 practices outside of California remain to be sold.  
MedPartners' stock is listed on the New York Stock Exchange under
the symbol "MDM." Its price was $7.375 a share
Monday afternoon.  (Best Company, Inc. 16-Aug-99)

MOBILE ENERGY: Order Extends Exclusivity
By order of the US Bankruptcy Court for the Southern District of
Alabama, dated August 12, 1999, the exclusive period of the
debtor, Mobile Energy Services Company, LLC and Mobile Energy
Services Holdings, Inc. is extended to and including October 18,
1999, provided however that such extension shall not be
applicable to the Ad Hoc Bondholders committee; and it is further
ordered that the period to solicit acceptances to the plan is
extended to and including December 13, 1999, provided however,
that such extension shall not be applicable to the Ad Hoc
Bondholders Committee.

The Ad Hoc Bondholders Committee shall have the right to file a
plan of reorganization, and seek acceptnaces thereof, on or after
August 13, 1999.

PLANET HOLLOYWOOD: Filing Expected In Near Future
According to a report in the Los Angeles Times on August 18, 1999
Planet Hollywood International Inc., plans to file for bankruptcy
reorganization to restructure its operations.

The Orlando, Fla.-based chain -- whose shareholders include
actors Bruce Willis, Arnold Schwarzenegger and Sylvester Stallone
-- said it has lined up a $30 million cash infusion from two of
its largest shareholders, a Saudi prince and a Singapore
billionaire. But company officials also said they are negotiating
with lenders the terms of a pre-packaged Chapter 11
bankruptcy filing.

Planet Hollywood owns 48 restaurants, and franchisees own 32. The
company also owns eight sports-themed All Star Cafes -- whose
investors include athletes such as Tiger Woods, Joe Montana,
Andre Agassi and Wayne Gretzky -- and a handful of other themed

Founder and Chief Executive Officer Robert Earl said in an
interview Tuesday that Planet Hollywood will make the Chapter 11
filing sometime within the next two months. Among other things,
the move will allow the company to get out of high-cost long-term
leases in money-losing locations. Earl said "the majority" of
restaurants would be kept.

"Nothing's happening to the restaurants," he said. "It's business
as usual."

Planet Hollywood shares traded at 75 cents Tuesday before trading
was suspended at midday pending the bankruptcy announcement. The
company went public at $18 a share in 1996 and traded as high as

The company has been trying to refinance $250 million of debt
since April, when it defaulted on $15 million in interest
payments to bondholders amid lagging sales at its restaurants.

Planet Hollywood is the latest in a number of themed restaurants
that are struggling to overcome a major hurdle: luring customers
back for repeat visits. High prices and mediocre food are two
factors that have led to stalled sales at some locations.

Earl said the new $30 million investment -- which is tied to the
approval of a restructuring plan -- would come from three of
Planet Hollywood's major shareholders, Saudi Arabian Prince
Alwaleed Bin Talal and Singapore billionaire Ong Beng Seng, along
with a trust benefiting Earl's children.

Celebrity investors generate much of the publicity with their
appearances at the chain's restaurant openings, but
Schwarzenegger, Stallone and Willis actually own less than 20
percent of Planet Hollywood.

"I have spoken to them all today," Earl said of the three actors,
adding that they expressed "continued support (along with)
disappointment that it occurred."

PLANET HOLLYWOOD: Plans to File Voluntary Chapter 11
The Planet Hollywood restaurant chain plans to file voluntarily
for Chapter 11 bankruptcy protection while it attempts to
restructure its operations.

Planet Hollywood International, Inc. (NYSE: PHL) announced it has
entered into an agreement in principle with a subcommittee
representing holders of its Senior Subordinated Notes due 2005
and with an investor group organized by Robert Earl, the
Company's founder and Chief Executive Officer, to restructure the
Company's financial position.  The plan is designed to enable
Planet Hollywood to resolve its financial difficulties, stemming
in part from its rapid expansion in 1996 and 1997, while
positioning the Company for a return to long-term profitability.

The plan includes a $30 million equity investment from an
investor group including two of the Company's largest
shareholders, HRH Prince Alwaleed Bin Talal and Mr. Ong Beng
Seng, and a Trust in which the sole beneficiaries are Mr. Earl's
children.  This capital infusion will provide the Company with
the necessary working capital to continue moving forward with its
strategy to improve performance by refocusing on its core base of
Planet Hollywood restaurants and disposing of non-core businesses
and unprofitable units.

The proposed plan is conditioned upon acceptance of the offer by
holders of not less than $160 million of the Notes.  The plan has
already received the unanimous support of the subcommittee,
representing a minority of the Notes. The subcommittee, which was
advised by Houlihan, Lokey, Howard and Zukin, will recommend
acceptance of the agreement to an informal committee representing
a majority of the $250 million outstanding principal amount of
the Notes. Planet Hollywood has been in default on interest due
on the Notes since April 1999.

The proposed agreement provides for the satisfaction of the Notes
through the issuance of a combination of $47.5 million of cash,
$60 million of New Secured PIK Notes, and New Common Stock, which
will give holders of the Notes a 26.5% equity stake in the
reorganized Company.  The investor group will invest $30
million to purchase a 70% equity stake in the reorganized Company
and will assist in obtaining a minimum $40 million bridge
facility (the "New Senior Secured Notes"), which will be secured
by substantially all assets and will receive 3.5% of the New
Common Stock.  The liens of the New Secured PIK Notes will be
subordinate to the New Senior Secured Notes and up to $25 million
for a working capital facility.

In addition, all currently existing shares of the Company's
common stock will be canceled and exchanged for 200,000 New
Warrants for the New Common Stock exercisable for three years.  
The exercise price of the New Warrants will be set at a level
such that the Warrants will be "in the money" only to the extent
unsecured creditors, including holders of the Notes, are paid in
Under the proposed plan, the Company's Board of Directors will
be reconstituted to consist of five members designated by the
investor group organized by Mr. Earl and two members designated
by the holders of the Notes. Planet Hollywood will attempt to
negotiate the restructuring of various of its leasehold and other
debt obligations as part of a definitive reorganization plan.  
The restructuring will be effected through a voluntary pre-
negotiated or pre-packaged chapter 11 filing, subject to formal
documentation.  The Company intends to continue its operations in
the normal course of business as it implements its business plan
to refocus its core Planet Hollywood operations, reduce overhead
costs, and continue the disposition of excess assets.

Planet Hollywood's objective is to finalize and implement the
restructuring prior to year-end.  However, there is no assurance
that the restructuring will be effectuated or as to the final
terms of the restructuring.

RUSSELL CAVE: Hearing on Disclosure Statement
The hearing to consider the approval of the Disclosure Statement
of Russell Cave Company, Inc. f/k/a The J. Peterman Company will
be held on September 9, 1999 at 2:30 PM in the US Bankruptcy
Court, 300 Community Trust Bank Building, 100 East Vine Street,
Lexington, Kentucky.

SOURCEONE: Committee Objects To Sale
The Official Committee of Unsecured Creditors of SourceOne
Wireless, Inc. objects to the debtor's sale of its assets to
Aquis Communications, Inc.  The Committee states that the sale
would terminate the debtor's existence and any possibility of
reorganization.  Furthermore, the Committee alleges that proceeds
of the sale would benefit only certain secured creditors,
primarily Foothill Capital, the Lender.

"The Debtor and Lender are trying to get a free ride on the
bankruptcy system to transfer the assets free and clear of all
liens and encumbrances with the Court's blessing under 363.  In
the meantime, the Debtor and Lender have goaded the unsecured
creditors with their meaningless promises that an expedient sale
will produce the greatest return on the Debtor's assets, and a
potential recovery for unsecured creditors.  The proposed sale to
Aquis is wholly objectionable in that it provides no equity for
the estate, it essentially dictates the terms of the yet-to-be-
filed plan of reorganization, and circumvents the policies of a
Chapter 11 reorganization."

Under the proposed sale agreement, Aquis is to acquire
substantially all of the Debtor's assets, including the
Subscribers, the Calling Party Pays Platform, certain Tower
Network locations and certain FCC licenses, for a total of $4
million in cash and $3.375 million of Aquis 7.5% preferred stock,
payable at closing.  As the secured debt owed to the Lender
exceeds $19 million, and the other secured debt exceeds $6
million, it is clear that the sale proceeds will only benefit the
Lender and/or other secured creditors.

The Debtor has conveniently also entered into a Management
Agreement with Aquis, which provides that Aquis will handle the
day-to-day management of the Debtor, including retaining
responsibility for the Debtor's ongoing Midwest operations, and
the funding of operating losses through the closing date.  

The Committee charges that the Debtor is proposing a sub rosa
plan, and that the Debtor has failed to assert sufficient
business justifications for the sale.

TRIANGLE SHEET METAL: Case Summary & 20 Largest Creditors
Debtor:  Triangle Sheet Metal Works, Inc.
         115 New Hyde Park Road
         New Hyde Park, New York 11040

Type of Business: Manufacturing and installation of HVAC Duct

Court: Southern District of New York

Case No.: 99-50117    Filed: 08/11/99    Chapter: 11
Debtor's Counsel:  
David L. Barrack
Gainsburg & Hirsch LLP
One Penn Plaza
New York, NY 10119
(212) 736-3636

Total Assets:            $7,500,000
Total Liabilities:       $6,832,471
No. of shares of common stock         100        1 holder

20 Largest Unsecured Creditors:

   Name                              Amount
   ----                              ------         
Sheet Metal Workers Union        1,971,673
- Local 28

Trident Mechanical Systems         695,295

Cambridge Leasing Corp             144,000

Mate Matura Insulation              92,430

Imperial Damper & Louver Co.        49,212

Passaic Metal Products co.          47,308

Albert Weiss Air Cond. Products     44,150

Mazur, Carp & Rubin PC              41,532

SW Anderson Sales corp.             36,774

Village of New Hyde Park            34,340

Brothers Insulation Co. Inc.        32,000

Shear-Rite Steel Corp               31,422

Pacesetter Steel Service            22,980

Bush Wholesalers, Inc.              20,506

Baldwin Steel Company               20,314

Prest-O-Sales & Service, Inc.       18,427

Hugh Richards, Inc.                 16,268

Long Island Power Authority         15,780

Arlen Damper Corp.                  15,631

Hilti Inc.                          15,564

On July 27, 1999, the court entered an order establishing
September 30, 1999 as the last date and time for the filing of
proofs of claim against the debtors, United Companies Financial
Corporation, et al.

VENCOR: Ventas Expects Bankruptcy
The company that owns most of Vencor Inc.'s nursing homes and
hospitals says it expects the beleaguered company to file Chapter
11 bankruptcy.  Ventas Inc. said it expects the filing even if
Vencor persuades its creditors to let it restructure its $ 1
billion load of debts and rent obligations.

The disclosure came in Ventas' quarterly financial report filed
Monday with the Securities and Exchange Commission.  Ventas was
formed last year when Vencor split its real-estate division into
a separate company. Ventas gets nearly all its income from the $
18.9 million in monthly rent it receives from Vencor. Those
rental payments have been at least one month late since April.

Ventas' report points out that Vencor has said bankruptcy is a
possibility if an agreement cannot be reached with its creditors.
But it goes on to say: "Whether or not an agreement is reached,
the company believes that Vencor will file a petition under
Chapter 11 of the Bankruptcy Code."

Ventas announced that its second-quarter rental income was $ 57.2
million, including $ 56.3 million from Vencor. Net income for the
period ended June 30 was $ 20.2 million, or 30 cents per share.
Funds from operations, another performance indicator for real-
estate investment trusts, totaled $ 31.1 million, or 46 cents per

To cushion the blow if Vencor goes bankrupt, Ventas has built up
$ 70 million in cash reserves. That reserve could be used toward
the $ 275 million debt it has due Oct. 30.  Ventas had
outstanding debt of $976 million at the end of the second

ZENITH: Reports Second Quarter Net Loss of $20.9 Million
Zenith Electronics Corporation (OTC Bulletin Board: ZETHQ)
reported a second-quarter 1999 net loss of $20.9 million, or 31
cents per share, compared with a net loss of $31 million, or 46
cents per share, in the second quarter of 1998.  Excluding
restructuring charges, the quarterly loss narrowed to $16.8
million in 1999 from $26.2 million in 1998.

Second-quarter 1999 operating results reflect increased sales of
higher margin products, reduced manufacturing costs and lower
operating expenses. Selling, general and administrative expenses
were $25.4 million in the second quarter of 1999, compared with
$31.2 million in the 1998 period.

Second-quarter sales were $217 million in 1999, down 3 percent
from $224 million in 1998.


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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,
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ISSN 1520-9474.

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