TCR_Public/990903.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       Friday, September 3, 1999, Vol. 3, No. 171                                              

ALL AMERICAN FOOD: Converts to Chapter 7
ALTA GOLD: Court Grants Continuance in Motion to Dismiss
COMMERCIAL FINANCIAL: 59 More Workers Laid Off
CROWN BOOKS: Order Extends Time To Assume/Reject Leases

DIXONS: Seeks Extension of Exclusive Period
G-MARK INC: Case Summary & 20 Largest Creditors
GOLDEN BOOKS: Announces Confirmation of Plan
GOODY'S: Announces August Sales Results
HJ MEYERS: Defunct Brokerage Files Assets and Liabilities

HOME HEALTH: Seeks Further Extension of Exclusivity
IRIDIUM: Chief Financial Officer Resigns
IRIDIUM: Retains Restructuring Team
JUMBOSPORTS: Chief Plans Sports Complex in Charleston, S.C.
MERRY GO ROUND: Snyder Weiner Balks at Disclosing Fee Data

MONTGOMERY WARD: Following Consummation of Plan No Duty To Report
PACIFIC LINEN: Traub Bonaquist Says Liquidate Now
REPEAT O-TYPE: Court Upholds Judgment for HP
SANTA FE GAMING: Announces Approval of Joint Disclosure Statement

SERVICE MERCHANDISE: Seeks To Reject Sprint Agreements
SERVICE MERCHANDISE: To Amend Retirement Plan
SUBMICRON SYSTEMS: Case Summary & 20 Largest Creditors
SUBMICRON SYSTMES: Case Summary & 20 Largest Unsecured Creditors
SUBMICRON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors

SUBMICRON SYSTEMS: Files Chapter 11, Will Sell Assets
SUBMICRON WET: Case Summary & 20 Largest Creditors
SUN HEALTHCARE: Heavy Losses - Fails To Make $19.5M Payment
TEXAS HEALTH: Seeks Approval of Professionals
TRANSTEXAS GAS: Hearing on Disclosure Statement
WASTEMASTERS: Dependent On Stock Issuance To Satisfy Debts


ALL AMERICAN FOOD: Converts to Chapter 7
The U.S. Trustee overseeing the All American Food Group
bankruptcy case has moved to convert the chapter 11 to chapter 7,
and the company's Board of Directors has determined that
it will not oppose that motion, according to a newswire report. A
hearing is scheduled for Sept. 7 on the motion. All American Food
filed chapter 11 last December in Newark, N.J. (ABI 02-Sept-99)

ALTA GOLD: Court Grants Continuance in Motion to Dismiss
The bankruptcy court has granted a continuance of Alta Gold Co.'s
motion to dismiss its chapter 11 bankruptcy and scheduled a Sept.
8 continuance hearing date, according to a newswire report. The
Las Vegas-based company has filed to dismiss the case on the
basis of an offer it received from a potential investor for the
purchase of an interest in Olinghouse. The continuance was
granted in order to provide additional time to finalize the sale.
(ABI 02-Sept-99)

The Miami Herald reports on Sep. 2 that the beleaguered Miami
land developer Atlantic Gulf Communities is expected to announce
today the departure of its chief executive, J. Larry

"There will be press release on it tomorrow," Richard S.
Ackerman, who returned a call to Rutherford at company
headquarters, said Wednesday. "That's about all I can tell you."

Ackerman refused to identify his role at Atlantic Gulf. But he is
a veteran real-estate executive who helped Thomas Crocker create
Crocker Realty Trust, a real estate investment trust that
developed Boca Raton's landmark Mizner Park. Crocker, reached
Wednesday night, declined to identify Ackerman's role with
Atlantic Gulf.

The circumstances surrounding Rutherford's departure were not
clear Wednesday. He was at a meeting and could not be reached for

Atlantic Gulf, which tried to emerge from the ashes of the
spectacular General Development Corp. bankruptcy, has been
struggling for some time.  Rutherford, however, is credited with
a crucial step toward making Atlantic Gulf a successful
operation: retiring all of the company's $302 million
reorganization debt.

The executive, who was paid salary and bonus of $867,613 last
year, owns 19 percent of the company's stock. As recently as
March, he showed apparent confidence in the company's prospects,
buying 213,333 shares at 94 cents apiece.

But the financial tailspin, which began more than two years ago,
only worsened. Apollo Real Estate Advisors, a prominent New York
investment firm, agreed to fund the company for a while but
eventually pulled back.  Last year, Atlantic Gulf stock was
kicked off the Nasdaq National Market because it failed to meet
asset requirements. The shares have been trading for less than
$1.  In March, Rutherfo rd put the company up for sale but failed
to snare a buyer. At least one heavy hitter -- Arvida, a unit of
St. Joe Co. -- considered it but passed for unknown reasons.

This summer, Atlantic Gulf be gan cutting costs by laying off a
fifth of its work force, halving its Coconut Grove office space
and cutting three senior management jobs.

Furthermore, the company's latest financial report show s
dwindling revenue and mounting losses. For the six months ended
June 30, Atlantic Gulf reported revenue of $28 million, down from
$58 million for the same period last year, and a net loss of $14
million up from last year's $1.9 million.

COMMERCIAL FINANCIAL: 59 More Workers Laid Off
The Tulsa World reports on September 2, 1999 that what's
left of Commercial Financial Services Inc. shrank some more
this week.

Fifty-nine of the 110 workers helping shut down the business
marked their last day at work on Tuesday. All but a handful of
the remaining 61 will leave the business by the end of October.

Spokeswoman Sharon Price, whose final day was Tuesday, said the
last group would keep track of bookkeeping and payroll functions
through the end of the year.

By the first of October, the company will be down to 17
employees, Price said. One month later, the company will have
only five employees, she said.  By that first week of November,
the company's employee base will have shrunk 99.9 percent in one
year.  CFS, a debt collection company that employed more than
3,900 as recently as last October, ceased operations on June 23.
The company, which filed for bankruptcy protection in December,
laid off 1,541 workers in January.  Thirteen hundred more were
let go at the close of business on June 23.

The remaining staff of 140 slowly moved on as closing duties were
completed. One of the final significant public events related to
the closure will come on Sept. 29-30. During Wednesday and
Thursday the company will auction off the computers, copiers,
desks and chairs that once supported its work force.

Meanwhile, the company's bankruptcy case continues. The next
hearing on bankruptcy-related issues is scheduled for 9 a.m. on
Sept. 9 before Judge Dana L. Rasure.

CROWN BOOKS: Order Extends Time To Assume/Reject Leases
The US Bankruptcy Court for the District of Delaware has entered
an order granting the debtors, Crown Books Corporation, and its
debtor affiliates, an extension of time through and including
November 12, 1999 to elect to assume, assume and assign or reject
certain leases, the subject of the debtor's motion.

DIXONS: Seeks Extension of Exclusive Period
The debtors, Dixons US Holdings, Inc. and its debtor affiliates
seek an extension of the debtors' exclusive period in which to
solicit acceptances of the Chapter 11 plan.

  The debtors seek an extension of approximately 60 days from
August 25, 1999 through and including October 25, 1999 of the
period during which the debtors will have the exclusive right to
solicit acceptances to their Chapter 11 plan.  The debtors seek
this relief solely out of an abundance of caution to maintain the
Exclusive period through the schedule contemplated for plan
confirmation, and allowing for some additional time if unexpected
delays are encountered.

G-MARK INC: Case Summary & 20 Largest Creditors

G-Mark Inc.
100 Chaffin Industrial Park
Dodge City, Ks 67801

Court: District of Delaware  Date Filed: Aug. 31, 1999  
Chapter 11

Debtor's Attorney:
William H. Sudell, Jr., Esq.
Molrris, Nichols, Arsht & Tunnell
1201 North Market Street
PO Box 1347
Wilmington, DE

20 Largest Unsecured Creditors:

   Name                              Nature            Amount
   ----                              ------            ------
London Pacific Life
& Annuity                         Subordinated                           
                           Reorganization Securities  4,166,646

BG Services Limited               Subordinated
                           Reorganization Securities  2,833,353

Go-Sportsmens Supply, Inc.          Trade Debt          410,250
Handelman Company                   Trade Debt          350,869
Pepsi-Cola                          Trade Debt          232,549
Ace Hardware                        Trade Debt          134,174
Eastman Kodak                       Trade Debt          124,166
Warren                              Trade Debt          122,244
Hasbro Industries, Inc.             Trade Debt          121,779
RGIS Inventory Specialists          Trade Debt          112,275
Rubbermaid, Inc.                    Trade Debt          108,053
Qualex                              Trade Debt          102,677
Mattel, Inc.                        Trade Debt          100,075
Mead Products                       Trade Debt           97,771
Northrup King                       Trade Debt           95,794
Kimberly-Clark                      Trade Debt           95,634
Gibson Greetings                    Trade debt           92,198
Thompson Consumer                   Trade Debt           91,464
Pennzoil Products Co.               Trade Debt           77,775
Hanes                               Trade Debt           75,413

GOLDEN BOOKS: Announces Confirmation of Plan
Golden Books Family Entertainment, New York, announced that Hon.
Tina L. Brozman (S.D.N.Y.) confirmed the company's chapter 11
reorganization plan, subject to entry of the final confirmation
order, which is expected very shortly, according to a newswire
report. Consummation of the plan is conditioned upon the
finalization of requisite documents contemplated by the plan,
final U.S. District Court approval of the settlement of a class
action lawsuit and finalization of a $60 million loan facility.
Under the plan, Golden Books will reduce its long-term debt and
pay all trade debt in full.(ABI 02-Sept-99)

GOODY'S: Announces August Sales Results
Sept. 2, 1999--Goody's Family Clothing, Inc. (Nasdaq/NM:GDYS)
today reported sales for the fiscal month of August 1999 of
$ 90.4 million, an increase of 2.1% over August 1998 sales of
$ 88.5 million. Comparable store sales for August 1999
decreased 9.3% from August 1998.  Sales for the seven months
ended August 28, 1999, increased 11.1% to $ 627.6 million from
$564.7 million during the same period last year. Comparable store
sales for the seven months decreased 2.5% from the same period in
the prior year.  "I am disappointed with our sales results for
the month of August. The negative trend in our sales is due, in
part, to the difficulty we have had in balancing our strategies
of margin expansion and inventory reduction, in addition to being
behind the curve in identifying certain fashion trends," said
Robert M. Goodfriend, Chairman and Chief Executive Officer. "Our
management team is fully focused on resolving these issues and
committed to achieving positive results for the second half of
the 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. Pursuant to the terms of an agreement, SCOA
removed its shoe inventory from the Company's stores during the
first week of August and subsequently, the Company began stocking
its own shoe departments. In August 1999, the Company recorded
net sales of approximately $50,000 from the licensed shoe
departments and approximately $ 855,000 from its own shoe
departments compared with approximately $ 3.2 million from the
licensed shoe departments in August 1998.  If all shoe sales are
excluded from August 1999, the Company's overall comparable store
sales would have decreased approximately 6.9% from August 1998.
It is not anticipated that the Company will achieve an
appropriate shoe inventory mix until February 2000, the date when
the SCOA agreement was originally set to expire.  During August
1999, the Company opened three new stores, one each in Marion and
Springfield, Ohio and one in Greenville, Alabama; and relocated
one existing store. Fiscal 1999 year to date, the Company opened
15 new stores, relocated 13 stores and remodeled 4 stores.

HJ MEYERS: Defunct Brokerage Files Assets and Liabilities
H.J. Meyers & Co., a Rochester, N.Y.-based brokerage firm that
closed last September, was forced into chapter 7 in April by
former employees, and this week filed its schedule of assets and
liabilities in bankruptcy court, The Rochester Democrat and
Chronicle reported. The brokerage, formerly known as Thomas James
Associates Inc., listed assets of about $1.4 million, and owes
more than $1 million to one former customer, $15,000 to Adrian
Jules Ltd., a high-end clothier, and $30,000 in unpaid bills to
Rochester Gas and Electric Corp. Founded in 1990 by James A.
Villa and Brian S. Thomas, the company at one time employed 500
people in 15 offices nationwide and sold high-risk investments in
penny stocks. The firm managed $800 million for about 100,000
clients. Thomas was barred from the securities industry for life
in 1990 after the Securities & Exchange Commission claimed that
the firm made $4.5 million in excessive fees. Villa now lives in
Florida and filed chapter 11 in June. (ABI 02-Sept-99)

HOME HEALTH: Seeks Further Extension of Exclusivity
The debtors, Home Health Corporation of America, Inc., et al.
seek to further extend the periods within which the debtors have
the exclusive right to file a plan or plans of reorganization and
solicit acceptances thereof.  The debtors seek extensions of
approximately two weeks for both periods.

The debtors seek to have the exclusive right to file a plan
through September 30, 1999 and to extend the period during which
the debtors have the exclusive right to solicit acceptances
through November 29, 1999.  The debtors assert that the cases are
large and complex.

They also point out that they have made significant changes to
their core businesses with the goal of improving profitability,
including retrenching operations in the state of Texas.

IRIDIUM: Chief Financial Officer Resigns
Iridium LLC's Chief Financial Officer Leo Mondale has resigned.

The satellite-phone and paging company said Wednesday it named
David R. Gibson interim CFO.  The company also named Joseph A.
Bondi chief restructuring officer. Both Gibson and Bondi are
managing directors at Alvarez & Marsal Inc., a New York-based
turnaround firm Iridium retained to manage its restructuring

Iridium filed for Chapter 11 bankruptcy protection last month
after defaulting on interest payments, and trading of Iridium
shares was halted on the Nasdaq Stock Market.

The company's $5 billion satellite-telephone network was supposed
to usher in a new age of wireless communications. But Iridium,
which began operations last fall, has struggled to attract

IRIDIUM: Retains Restructuring Team
Iridium LLC announced that it has retained Alvarez & Marsal Inc.,
a New York-based turnaround consulting firm, to help restructure
the company, according to Reuters. The global satellite telephone
company filed for chapter 11 protection on Aug. 13 after
defaulting on more than $1.5 billion in loans. Joseph Bondi of
the firm was named chief restructuring officer and Dave Gibson, a
managing director of the firm, was named interim CFO. Iridium CEO
Leo Mondale resigned as CFO, a position he has held since April.
(ABI 02-Sept-99)

JUMBOSPORTS: Chief Plans Sports Complex in Charleston, S.C.
Sep. 2--A corporate troubleshooter whose day job is fixing the
JumboSports retail chain is working on a $60 million development
that will cluster athletic goods stores around a golf course and
other sporting venues at the vacant Centre Pointe tract.

Al Fasola, chief executive officer of Tampa, Fla.-based Sports &
Recreation Inc. and an Isle of Palms resident, said he holds an
option on 70 acres at the North Charleston property, which is
bordered by U.S. Interstate 26 and the Mark Clark Expressway.

"What we're doing is putting together a community-based sports
recreation complex," said Fasola, who hopes to have financing for
the project in place by November and break ground in December.
He hopes the complex will be ready by late 2000, when a nearby
Embassy Suites hotel will be open to serve the new Charleston
Area Convention Center.

"That's the ideal time to open the balance of Centre Pointe,"
Fasola said in an interview.  The sports complex will include an
18-hole par-three golf course and learning center, he said. Also,
an "extreme park" will accommodate activities such as in-line
skating, skateboarding and rock climbing. Other facilities will
feature less-daring pastimes including soccer, jogging, beach
volleyball and cycling, Fasola said.

Specialty retail boutiques to be built near the venues will sell
equipment for the various events. Several restaurants also are
planned.  "It'll be carved up into these zones for families and
young adults," said Fasola, noting that activities will be
changed over time "to keep things

"It's going to be a place that really caters to active families
and kids and gives parents and children an opportunity to do
things together for an extended period of time," he said.
A day spa could be added in a second development phase, he added.

Fasola and his partners, including Centre Pointe's lead developer
Richard Weiser, have been researching the idea since 1996.
"We see this as having an application across the country," Fasola
said. In marketing and demographic studies, fast-growing
Charleston "kept popping up as the most interesting market" to
build the first prototype, he said.

"My wife and I, we took a real liking to the area and moved here
last year," Fasola added.

Fasola's moonlighting gig is separate from his duties at
JumboSports, which is trying to reorganize its finances in a
bankruptcy court. The chain hired him earlier this year at the
request of creditors and bondholders. A seasoned turnaround
specialist, Fasola was among the executives who steered Herman's
Sporting Goods Inc. through two Chapter 11 proceedings before
that Northeast retailer had to be dismantled in 1997.

As part of the JumboSports revival he is returning the chain to
its old corporate name, Sports & Recreation Inc. Locally, the
company owns one store on Rivers Avenue. Fasola is expected to
gain a sizable stake in the reorganized Sports & Recreation if
the company successfully emerges from bankruptcy protection.

After years of fast-paced growth, many sporting goods retailers
have seen sales and profits decline sharply in the past two
years. JumboSports, Sports Authority, Just For Feet and Venator
Inc.'s Champs and Foot Locker chains are among the major players
hurt by the downturn.

Fasola said his Centre Pointe clustering concept is the kind of
"major innovation" the sporting goods business needs to rebound.

"We have to get the sale of sporting goods closer to the actions
that are being performed," he said. "The idea of putting the
retail and the activity in the same vicinity is where the
industry has to go."

As for the rest of the Centre Pointe property, detailed plans
have not been released. Some parcels have been sold off since
Weiser's Centre Pointe Developers LLC paid $8 million for the
302-acre tract in March 1997.

Earlier this year Weiser named the property's main retail
component Charleston Factory Stores. Phase one will include
257,000 square feet of retail stores and a food court, he said in
February. The second phase will total about 120,000 square feet.
Construction was supposed to have started July 1.

MERRY GO ROUND: Snyder Weiner Balks at Disclosing Fee Data
As Bear, Stearns & Co., Inc., continues to contest the propriety
of awarding $73,200,000 to the law firm of Snyder, Weiner,
Weltchek, Vogelstein & Brown for its efforts in extracting a
$185,000,000 settlement from Ernst & Young for the benefit of the
Merry-Go-Round Enterprises, Inc., chapter 7 estates, a dispute
made its way before Judge Derby in Baltimore at the 11th hour
before the deadline for completion of non-expert discovery.  

As previously reported, Bear Stearns believes the $73,200,000 fee
Deborah H. Devan, Merry-Go-Round's chapter 7 trustee, proposes to
pay to Snyder Weiner under her contingency agreement with the
firm is the largest fee ever requested to be paid to a law firm
in a bankruptcy case.  

Bear Stearns demands that Snyder Weiner produce copies of its tax
returns for the last four years, a list the cases in which the
firm received a contingency fee during the past five years and
the number of hours expended to obtain payment of the fee.  

"Based on [Arnold Weiner's deposition], it does not appear that
Snyder handles a large number of cases," says Irving E. Walker of
Miles & Stockbridge in Baltimore, co-counsel with David M.
Friedman, Esq., and Lorie R. Beers, Esq., of Kasowitz, Benson,
Torres & Friedman in New York, to Bear Stearns; "the request to
provide a list of the cases for which payments were received . .
. does not appear to be burdensome, and the requested list should
be produced."  Addressing Bear Stearns' demand for production of
tax returns, "because the request is limited to four tax returns,
the request clearly is not burdensome," Mr. Walker adds.  

In an extraordinary case like this one, it is very important,
Bear Stearns tells Judge Derby while urging entry of an order
compelling Synder Weinder to produce the information it is
withholding, that the Court have access to all facts that may
shed light on the reasonableness or unreasonableness of the
$73,200,000 fee.  The infomration and documents sought fall
within the scope of information reasonably calculated to lead to
the discovery of admissable evidence.  The information is
particulary relevant to statements made by Snyder Weiner and Ms.
Devan that the $73,200,000 fee is consistent with Snyder Weiner's
standard fee arrangements in other cases.  

MONTGOMERY WARD: Following Consummation of Plan No Duty To Report
Following consummation of the Amended Joint Plan, Montgomery Ward
Holding Corp. advised the Securities and Exchange Commission
that, pursuant to Rules 12g-4(a)(1)(i) and 12h-3(b)(1)(i)
promulgated by the Commission, it no longer has a duty to submit
period reports to the SEC and, accordingly, won't.

PACIFIC LINEN: Traub Bonaquist Says Liquidate Now
Woodinville, Washington-based Pacific Linen tells its
shareholders in a letter dated August 24, 1999, that, in light

(i) its capital deficit for some months,

(ii) its inability to raise additional equity capital through its
investment bankers;

(iii) unproductive attempts to sell the company,

(iv) failed discussions with investors and purchasers; and

(v) the imposition of credit restrictions by its secured lender
to the extent that it cannot pay its obligations and purchase

the company has engaged New York-based Traub, Bonaquist & Fox
LLP, "to advise the Board of Directors regarding its options
going forward."  Traub Bonaquist has recommended an out-of-court

Scott A. Hessler, Chairman and CEO for Pacific Linen, confirms
that the Company has solicited formal requests for proposals from
seven professional liquidators, but declined to provide names.  
"These activities should cause any genuinely interested purchaser
for all or a portion of the Company as a going concern to proceed
with the purchase if it is going to," Mr. Hessler says.

Lemieux's takeover of the bankrupt Penguins was approved
Wednesday by the NHL's board of governors, climaxing a long
struggle by the former hockey great and his associates to keep
the team in Pittsburgh.

"There have been a few difficult moments and a lot of
frustration, but I was always optimistic we would get it done,"
Lemieux said.

Only court approval remained to finalize the deal, and that's
expected to be taken care of by a bankruptcy judge during a
closing hearing Friday in Pittsburgh.

"I'm very excited about the opportunity to come back," said
Lemieux, a Hall of Famer who led the Penguins to Stanley Cups in
1991 and 1992 before retiring after the 1997 season. "This is a
dream come true, after 10 months working on the deal.

"I had no idea it would be this difficult. I'm glad we were
finally able to put this together."

Until Lemieux came into the picture, there was still some doubt
whether the Penguins would remain in Pittsburgh, or even in the
NHL. The team went into bankruptcy last season and was only able
to meet its payroll with the help of a bank loan.

With approval of Lemieux's takeover, the Penguins made it just
under the wire. They're due to open training camp Saturday.

Lemieux has the largest stake in the team, most of it coming from
the $25 million in deferred salary the Penguins owed him.

REPEAT O-TYPE: Court Upholds Judgment for HP
Sept. 2, 1999--Hewlett-Packard Company and Repeat-O-Type Stencil
Manufacturing Corp. said that they have settled HP's trademark
infringement lawsuit against Repeat-O-Type. The settlement comes
after the U.S. District Court in San Francisco entered a
substantial judgment in HP's favor and granted permanent
injunctions against various Repeat-O-Type business practices.

In September 1997, HP succeeded against Repeat-O-Type and its
president at the time, Fred Keen, in a jury trial before the
court. The jury rendered verdicts in HP's favor on each and every
claim against Repeat-O-Type. The jury found Repeat-O-Type and Mr.
Keen personally liable for trademark infringement, trademark
counterfeiting, false advertising under California and federal
law, and unfair competition. The jury awarded punitive damages of
$ 40,000 against Repeat-O-Type and punitive damages of $ 60,000
against Mr. Keen as an individual.

The U.S. District Court subsequently entered a judgment against
Repeat-O-Type and Mr. Keen, and granted HP's request for a
permanent injunction against Repeat-O-Type and Mr. Keen, barring
them from any future acts of false advertising. HP had previously
obtained a permanent injunction against Repeat-O-Type's trademark
infringement. The total monetary award in the judgment was
approximately $ 1.7 million, including $255,000 for trebled
compensatory damages, $ 1.31 million for HP's attorneys' fees,
$40,000 as punitive damages against Repeat-O-Type, and
$60,000 as punitive damages against Mr. Keen.

In response to the jury verdict and the Court's judgment, Repeat-
O-Type and Fred Keen filed petitions in bankruptcy court in New
Jersey in November 1997. At the time of the settlement, HP, as a
creditor, had successfully obtained a judgment against Mr. Keen
that he could not discharge his liability for the $ 1.7 million
judgment in bankruptcy.

"This judgment of the Court following a successful jury trial
affirms HP's ability to successfully enforce its intellectual
property rights," said Antonio M. Perez, president and chief
executive officer of HP's Inkjet Imaging Solutions.  "While I am
pleased to see the end of legal action between the two
companies, we intend to continue to vigorously protect our
intellectual property rights. There is ample evidence of that
currently before other courts."

"We are dropping our remaining appeal against the Court's
judgment and acknowledge that the Court found Repeat-O-Type and
me liable for trademark infringement, trademark counterfeiting,
false advertising and unfair competition," said Fred Keen,
Repeat-O-Type's former president, and currently its Director of
Sales and Marketing. "While we never intended to infringe HP's
rights, the Court's ruling is clear, and we believe it is best to
close this chapter for good."
Repeat-O-Type Manufacturing Corp. is a family owned corporation
that has been engaged in the manufacture of office reprographic
products since 1931. The company specializes in cost saving
aftermarket supplies for use in inkjet printers and digital
duplicating equipment.

SANTA FE GAMING: Announces Approval of Joint Disclosure Statement
Santa Fe Gaming Corporation (OTC Bulletin Board: SGMG) ("SFGC")
announced that on Monday, August 30, 1999, the United States
Bankruptcy Court for the District of Nevada entered an order
approving the Disclosure Statement filed to accompany the joint
plan of reorganization by Pioneer Finance Corp. ("PFC") and
Pioneer Hotel Inc. ("PHI") in their voluntary proceedings for
reorganization under Chapter 11. The joint plan of reorganization
was filed in accordance with the consents obtained from holders
of approximately 75% of the outstanding principal amount of 13.5%
First Mortgage Notes ("13.5% Notes"), pursuant to which PFC
agreed to file for relief under Chapter 11 and the consenting
holders agreed to vote to accept a plan of reorganization
substantially similar to the treatment proposed in the Offering
Circular and Consent Solicitation Statement, dated October 23,
1998, as amended (the "Consent Solicitation").  The Court
tentatively set October 25, 1999 for commencement of confirmation
hearings on the joint plan of reorganization.

In addition, the Bankruptcy Court announced a decision on Friday
August 20, 1999, to dismiss the involuntary petition filed
against SFGC in January 1999 by certain holders of 13.5% notes
issued by PFC who did not consent to the Consent Solicitation.  
The decision to dismiss the involuntary proceedings was issued
after SFGC filed the necessary waivers from insiders required by
the Court, pursuant to an order dated March 19, 1999.  The order
of dismissal is subject to the Company filing a supplemental
agreement and declaration by an insider with respect to certain

Santa Fe Gaming owns and operates the Santa Fe Hotel and Casino
in northwest Las Vegas and the Pioneer Hotel and Gambling Hall in
Laughlin, Nevada.  In addition, SFGC holds several real estate
parcel for development within or in the area surrounding Las
Vegas, Nevada.

SERVICE MERCHANDISE: Seeks To Reject Sprint Agreements
The Debtors seek the Court's authority to reject a Custom Network
Service Arrangement, dated December 24, 1997, a 1994
Confidentiality Agreement, and any other agreements or contracts
related thereto, with Sprint Telecommunications Company, L.P.,
effective 10 days after the Debtors provide notice to Sprint that
they no longer require Sprint's services.  The Debtors indicate
that they anticipate they will give notice within the
next 90 days.  

The Sprint Agreements commit the Debtors to pay at least
$3,300,000 per year for the next 4 years.  The Debtors have
negotiated new long-distance and network service agreements with
Cable & Wireless USA, Inc., at substantial savings and will incur
no fees or penalties for early termination.  (Service Merchandise
Bankruptcy News Issue 9; Bankruptcy Creditors' Service Inc.)

SERVICE MERCHANDISE: To Amend Retirement Plan
Pursuant to applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, the Debtors intend to
amend the 1996 Service Merchandise Restated Retirement Plan, a
defined benefits plan designed to comply with the requirements of
Section 401(a) of the Internal Revenue Code providing coverage to
substantially all of the Debtors' full-time employees who have
attained the age of 21 with more than one year of
service and some part-time employees, to:

(a) cease accrual of benefits under the Pension Plan after
September 30, 1999, without prejudice to their ability to
reinstate the accrual of such benefits at a later date;

(b) provide that no further employees may become participants of
the Pension Plan after September 30, 1999; and

(c) vest benefits already accrued under the Pension Plan.  

As a general proposition, the Pension Plan provides vested
participants with a retirement pension at normal retirement age
consisting of an amount per annum equal to the product of (x)
0.75% of the participant's final average compensation and (y) the
participant's years of benefit service.  

The Debtors stress that they intend to comply with all ERISA
regulations.  Although the Debtors believe they can make the
amendment in the ordinary course of the their business, the
Debtors seek the Court's blessing out of an abundance of caution
pursuant to 11 U.S.C. Sec. 363(b) and 11 U.S.C. Sec. 105(a).  

More importantly, the Debtors tell Judge Paine that the proposed
amendments to the Pension Plan are justified because the
amendment will enhance the company's prospects for a successful
reorganization by allowing the Debtors to avoid the financial
obligations that are accruing under the Pension Plan.  The
Debtors do not quantify this assertion.  

SUBMICRON SYSTEMS: Case Summary & 20 Largest Creditors
Debtor:  SubMicron Systems Corporation
         6330 Hedgewood Drive
         Allentown, PA 18106

Type of business: The debtor is a holding company that owns all
of the outstanding common stock of SubMicron Systems, Inc. and
SubMicron Wet Process Stations, Inc. Through these subsidiaries
the debtor designs and manufactures advanced chemical processing
systems for use in the semiconductor industry.

Court: District of Delaware

Case No.: 99-2959    Filed: 09/01/99    Chapter: 11

Debtor's Counsel:  

David Carlckhoff, Jr.
Cozen and O'Connor
901 Market Street
Wilmington, DE 19801

After 9/13/99
Chase Manhattan Centre
1201 N. Market St.
Suite 1400
Wilmington, DE 19801

Total Assets:            $26,634,000
Total Liabilities:       $44,380,000

No. of shares of preferred stock             82          0
No. of shares of common stock        20,167,824          0  

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
The BOC Group, Inc.                  Note           5,000,000
Gallagher Trust                      Note           1,184,200
Timothy P. Flynn                     Note           1,184,200
J.F. shea Co., Inc.                  Note             947,360
Lewis H. & Peggy S. Jordan           Note             947,360
Robert L. Priddy                     Note             681,040
Blum & Company                       Note             631,750
CRIM Partners, LP                    Note             544,732
CRIM Retirement Partners, LP         Note             402,628
Del Mintz                            Note             355,260
Home Associates                      Note             177,630
Henry Benach                         Note             177,630
AC Israel Enterprises, Inc.          Note             142,104
Gerald B. Cramer                     Note             142,104
LAD Equity Partners                  Note             142,104
Weiss Peck & Greer                   Note             118,420
Michael and Sharon Acks              Note              94,736
Sheldon Family Ltd. Partnership      Note              94,736
Mitchell H. & Dorothea M. Allee      Note              94,736
CRIM Madison Partners LP
Edward J. Rosenthal Profit Sharing Plan  Note          71,052

SUBMICRON SYSTMES: Case Summary & 20 Largest Unsecured Creditors
Debtor: SubMicron Systems Holding I, Inc.
No Unsecured Creditors

SUBMICRON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
Debtor:  SubMicron Systems, Inc.
20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Yieldup International            Trade Debt        121,450
Huntair                          Trade Debt         80,894
Stokes Electrical Supply         Trade Debt         46,904
Lepco, Inc.                      Trade Debt         45,993
Jenoptik Infab GmbH              Trade Debt         45,800
BOC Edwards Systems              Trade Debt         44,961
Lufran                           Trade Debt         40,541
Semi/Sematech                    Trade Debt         40,000
Lighting Fixture & Supply Co.    Trade Debt         36,958
Asyst Technologies, Inc.         Trade Debt         36,746
CAE Ultrasonics                  Trade Debt         34,937
Iwaki Wlachem Corp.              Trade Debt         27,980
Copelco Lease Funding Corp.      Trade Debt         24,702
Desert Glass Works               Trade Debt         20,770
NC Stauffer                      Trade Debt         17,917
AEA Technology                   Trade Debt         16,500
Kyser Co.                        Trade Debt         11,576
Won IK Quartz Group              Trade Debt         11,070
Design Plastics Systems, Inc.    Trade Debt          7,453
Software Gouse International     Trade Debt          6,933

SUBMICRON SYSTEMS: Files Chapter 11, Will Sell Assets
SubMicron Systems Corp., a wet process equipment manufacturer
based in Allentown, Pa., announced yesterday that it has filed
for chapter 11 protection in the District of Delaware and
that it has entered into an agreement to sell substantially all
of its assets, as well as those of its subsidiaries, to Akrion
LCC, a management-led investment group backed by some members of
SubMicron's senior management, investment firm Sunrise Capital
Partners L.P. and SubMicron's current secured lenders, according
to a newswire report. SubMicron listed assets of $26.6 million
and liabilities of $44.4 million. Akrion will purchase the assets
for $55.5 million in cash and the assumption of $40 million in
debt and certain unspecified liabilities. SubMicron's lenders,
Banc America Commercial Finance Corp.'s Greyrock Capital
division, will finance the reorganization; KB Mezzanine Fund I LP
may assist with financing on an as-needed basis. The sale is
subject to the court's approval. (ABI 02-Sept-99)

SUBMICRON WET: Case Summary & 20 Largest Creditors
Debtor:  Submicron Wet Process Stations, Inc.
         3381 Edward Avenue
         Santa Clara, CA 95054

Court: District of Delaware

Filed: 09/01/99    Chapter: 11

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Edwards Manufacturing Inc.       Trade Debt          30,331
Penvalve                         Trade Debt          14,249
Western Technology Marketing     Trade Debt          12,853
Port Plastics                    Trade Debt           9,079
Iwaki Walchem                    Trade Debt           8,943
Wagner Process Equipment         Trade Debt           8,788
Steelhead                        Trade Debt           6,853
US Filter                        Trade Debt           5,566
Valin Corporation                Trade Debt           4,541
Solid Solutions                  Trade Debt           4,334
Hyutec Flow Systems              Trade Debt           3,825
Excelerated Automation           Trade Debt           2,950
Trans-Pak Inc.                   Trade Debt           1,827
IDX Robotics Inc.                Trade Debt           1,613
Lynn Research & Technologies     Trade Debt           1,500
Bear Machining                   Trade Debt           1,408
Officee Depot                    Trade Debt           1,404
Flexible Industrial Systems      Trade Debt           1,345
JPC Controls                     Trade Debt           1,219
Astex                            Trade Debt           1,045

SUN HEALTHCARE: Heavy Losses - Fails To Make $19.5M Payment
Sun Healthcare Group Inc. sustained heavy losses in the quarter
ended June 30, 1999.  On net revenues of $600,914 the net loss
was $588,597.  In the same quarter of 1998 net revenues were
$752,392 and the net loss was $9,367.

The company was not in compliance with certain financial
covenants contained in its Senior Credit Facility as of December
31, 1998 and June 30, 1999. Borrowings under the Senior Credit
Facility were $745.6 million and $821.3 million at December 31,
1998 and June 30, 1999,  respectively.  In addition, the company
failed to make a $19.5 million payment due to the Senior Credit
Facility bank lenders on June 30, 1999. Because of the
covenant and payment defaults, the bank lenders could have
required immediate repayment of all amounts outstanding under the
Senior Credit Facility.  Sun Healthcare Group did not have
sufficient cash reserves to repay all amounts outstanding under
the Senior Credit Facility at August 18, 1999.  No further
amounts may be borrowed under the Senior Credit Facility.
Accordingly, the company will have to fund all operations,
capital expenditures and regularly  scheduled debt service from
existing cash reserves and future net cash flows from operations.

The company also did not make its semi-annual interest payments
of $7.3 million on its $150.0 million 9 3/8% Subordinated Notes
that was due on May 1, 1999 and of $11.9 million on the company's
$250.0 million 9-1/2% Subordinated Notes that was due on July 1,
1999. The bank lenders under the company's Senior Credit Facility
exercised their contractual right blocking the company from
making these payments. Because the payments were not made, the
company is in default under the indentures for the 9 3/8%
Subordinated Notes and 9-1/2% Subordinated Notes and the holders
of such Notes could declare all amounts outstanding under the  
respective indentures immediately due and payable, although
actual payment would continue to be prohibited by the actions of
the bank  lenders.  The company did not have sufficient cash
reserves to repay all amounts outstanding under either of these
indentures as of August 18, 1999.

The company is in default of certain mortgage notes amounting to
$31.9 million and $31.7 million at December 31, 1998 and June 30,
1999, respectively. Because is in non-compliance with the terms
of these certain mortgage notes, the holder of the notes could
demand immediate repayment of all amounts due under the mortgages
and foreclose on four facilities.

As of December 31, 1998 and June 30, 1999, the company was in
non-compliance with certain financial covenants contained in
certain master lease agreements for 96 of its long-term care
facilities in the United States and 33 of its long-term care
facilities in the United Kingdom.  As a result, the lessors under
these master lease agreements have certain rights, including the
right to require that the company relinquish the leased
facilities. As of August 18, 1999, the lessors had not exercised
their rights under their respective agreements,  although there
is no assurance that the lessors will not do so in the future.  
The company was also in cross default under the terms of leases
for 14 of its long-term care facilities in the United States as
of December 31, 1998 and June 30, 1999.  The company has a
substantial number of other leases which may contain similar
default or cross default provisions.

Sun Healthcare Group and its principal lenders are discussing the
terms of an overall financial restructuring.  However, in the
event the lenders or lessors under the agreements and leases
described above begin to exercise remedies against the company or
if the company makes a determination that it would not be able to
fund its operations outside bankruptcy, the company will commence
a chapter 11 bankruptcy case under title 11 of the United States

TEXAS HEALTH: Seeks Approval of Professionals
The Official Unsecured Creditors' Committee of Texas Health
Enterprises, Inc. seeks court approval to employ Lain, Faulkner &
Company PC as accountant and financial advisor to the Committee.

The Committee also seeks approval to hire the law firm of
McConnell & Goodrich as its counsel.

TRANSTEXAS GAS: Hearing on Disclosure Statement
The hearing to consider approval of the Disclosure Statement of
TransTexas Gas Corporation will be held at US Bankruptcy Court,
Wilson Plaza North, 615 Leopard Street, Corpus Christi, Texas on
September 27, 1999 at 9:00 AM.

WASTEMASTERS: Dependent On Stock Issuance To Satisfy Debts
Wastemasters Inc.'s revenues for 1998 increased to $12,375,649 as
compared to $466,000 for 1997.  The dramatic increase in revenue
is the result of numerous business acquisitions offset in part by
the complete disposition of all of the company's operating assets
that remained at December 31, 1997.  The net losses in 1998 were
$46,941,487 and in 1997 net losses were $20,369,295.

At the present time Wastemasters is not engaged in active
operations. According to the company its plan with regard to its
remaining Florida assets is to raise the capital necessary to
restructure or refinance the debt on the assets, to resolve the
regulatory problems of the assets, and to provide sufficient
working capital to resume normal operations.  Since
there can be no assurance that the necessary capital can be
raised, the company is also in negotiations with various parties
to sell or joint venture the Florida assets.  The company does
not expect to realize a material amount from any sale or joint
venture of the Florida assets, if that becomes necessary.  In
addition, the company plans to continue its efforts to resolve
the litigation claims against it, largely through the
conversion of such claims into equity.

Because it lacks active operations, the company does not have any
cash to satisfy routine administrative obligations.  
Consequently, Wastemasters is currently dependent on the issuance
of its common stock for managerial and legal services, and
depends on short term loans from third parties, including its
officers and directors, for the funds to satisfy miscellaneous
expenses.  For the foreseeable future, the company expects
that it will be required to acquire necessary administrative
services and satisfy its indebtedness by issuing shares of
its common stock.  However, the company says it has identified a
number of operating entities which it believes it can acquire in
the event it is able to reduce its litigation claims to an
immaterial amount.

The following sets forth certain information, as of August 9,
1999, with respect to the beneficial ownership of the company's
voting securities by each person known to the company to be the
beneficial owner of more than five percent (5%) of any class of
the company's voting securities:

Continental Investment is the beneficial owner of 46.6% of the
outstanding common stock of the company, represented in the
holding of 130,000,000 shares.  Continental Investment also holds
5,000,000 shares of preferred stock of the company, which amount
represents 100% of the outstanding shares of preferred stock of
Wastemasters Inc.

DLS Capital Partners, Inc., bond pricing for week of August 30,

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07              18 - 21 (f)
Amer Pad & Paper 13 '05            57 - 59
Asia Pulp & Paper 11 3/4 '05       71 - 73
E & S Holdings 10 3/8 '06          50 - 52
Geneva Steel 11 1/4 '01            13 - 15 (f)
Globalstar 11 1/4 '04              61 - 62
Hechinger 9.45 '12                 10 - 13 (f)
Iridium 14 '05                     13 - 14 (f)
Jitney Jungle 10 3/8 '07           35 - 37
Just for Feet 11 '09               34 - 37
Loewen 7.20 '03                    54 - 56 (f)
Planet Hollywood 12 '05            26 - 28 (f)
Purina Mills 9 '10                 24 - 27
Samsonite 10 3/4 '08               83 - 85
Service Merchandise 9 '04          19 - 20 (f)
Sterling Chemical 11 3/4 '06       60 - 65
Sun Healthcare 9 1/2 '07            9 - 11 (f)
Sunbeam 0 '18                      17 - 18
TWA 11 3/8 '06                     64 - 66
United Artists 9 3/4 '08           31 - 34
Vencor 9 7/8 '05                   28 - 30 (f)
Zenith 6 1/4 '11                   20 - 22 (f)


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

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,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.

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

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