TCR_Public/990915.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       Wednesday, September 15, 1999, Vol. 3, No. 178                                              

ADVOCAT INC: Change In Accounting Principle/Revenues Decrease
AHERF: Pennsylvania Seeks to Recover $78.5 Million
AMPACE CORP: Committee Objects To Disclosure Statement
BMJ MEDICAL: Seeks To Extend DIP Financing
CENTRAL EUROPEAN: Czech Subsidiary Suspends Operations

CHATCOM:  Lists $2.2 Million in Liabilities
FAMILY GOLF CENTERS: No Stock Held By ICM Asset Management, Inc.
FEDCO: Applies To Retain Deloitte & Touche
GALEY & LORD: Citigroup Holds 44.42% Of Company's Common Stock
GENEVA STEEL: Recalls 200 Employees

HECHINGER: Illinois Store Fetches $12 Million at Auction
IMTECH: Likely to File for Bankruptcy Protection
INOTEK TECHNOLOGIES: Annual Meeting To Be Held Next Month
JUMBOSPORTS: Seeks Authority To Sell Real Property
LIVENT: Seeks Extension of Exclusivity

PACIFIC INTERNATIONAL: Signs Agreement to Secure $1 Million
PLANET HOLLYWOOD: Group Poised To Invest $30 Million
RENAISSANCE COSMETICS: Response to Houbigant
SHOE CORP: Seeks Agreement Regarding Sale of Inventory
STUART ENTERTAINMENT: Committee Objects To HQ Lease

TOROTEL: Fiscal Year-End Financial Information Filed
US ONCOLOGY: Incurs Net Loss In Second Quarter 1999
VENCOR: Background and Description of Debtor
XITEC: Emerges from Chapter 11  


ADVOCAT INC: Change In Accounting Principle/Revenues Decrease
Advocat Inc. (together with its subsidiaries) is a leading
provider of long-term care services to the elderly. The company
operates nursing homes and assisted living facilities in 12
Southeastern states and three Canadian provinces.

As of June 30, 1999, the company operated 122 facilities
consisting of 65 nursing homes with 7,307 licensed beds and 57
assisted living facilities with 5,295 units. The company owns
seven nursing homes, leases 36 others, and manages 22 nursing
homes. It also owns 17 assisted living facilities, leases 27
others, and manages 13 assisted living facilities. It holds a
minority equity interest in six of these managed assisted living
facilities. The company operates 51 nursing homes and 36 assisted
living facilities in the United States and 14 nursing homes and
21 assisted living facilities in Canada. The company's facilities
provide a range of health care services to their patients and
residents. In addition to the nursing and social services usually
provided in the long-term care facilities, the
company offers a variety of comprehensive rehabilitative,
nutritional, respiratory and other specialized ancillary
services. Advocat Inc. operates facilities in Alabama, Arkansas,
Florida, Georgia, Kentucky, North Carolina, Ohio, South Carolina,
Tennessee, Texas, Virginia, West Virginia and the Canadian
provinces of Ontario, British Columbia,
and Alberta.

Net revenues of the company decreased to $45.3 million in 1999
from $52.7 million in 1998, a decrease of $7.4 million, or 14.1%.
Net income was $97,000 in 1999 as compared with a net loss of
$(337,000) in 1998, an increase of $434,000.

Net revenues decreased to $92.0 million in 1999 from $104.2
million in 1998, a decrease of $12.2 million, or 11.7%. The net
loss after the cumulative effect of a change in accounting
principle was $(21,000) in 1999 as compared with net income of
$18,000 in 1998, a decrease of $39,000.

AHERF: Pennsylvania Seeks to Recover $78.5 Million
The state of Pennsylvania is seeking to recover $78.5 million
that it said was improperly taken from charitable endowments at
the medical school and hospitals previously run by the Allegheny
Health, Education and Research Foundation (AHERF), which filed
for bankruptcy protection more than a year ago, The Pittsburgh
Post-Gazette reported. According to state Attorney General Mike
Fisher, AHERF took about $70.3 million from endowments at its
Philadelphia hospitals used to finance activities at the
Philadelphia campus of its medical school, Allegheny University
of the Health Sciences. The balance, he said, came either from
endowments that belonged to Allegheny University of the Health
Sciences' Western campus or its main clinical venue, Allegheny
General Hospital. Fisher said any such transfer of charitable
money is improper without Orphans' Court approval. (ABI 14-Sept-

AMPACE CORP: Committee Objects To Disclosure Statement
The Official Committee of Unsecured Creditors of Ampace
Corporation and Ampace Freightlines, Inc. objects to the Amended
Disclosure Statement with respect to the amended joint plan of
reorganization of the debtors and moves for an order scheduling a
hearing on the adequacy of the disclosure statement relating to
the Committee's proposed liquidating plan setting a solicitation
and confirmation schedule with respect to the plan.

The Committee states that it should be permitted to solicit
acceptances to its plan.   The Committee asserts that the
debtors' plan is unconfirmable as a matter of law, that it
violates the absolute priority rule and does not meet the best
interests of creditors test.  The Committee asserts that the
Disclosure Statement should not be approved because it does not
contain adequate information, there is no disclosure concerning
the debtors' assessment of their reorganization value, the
debtors' liquidation analysis is incomplete, no disclosure of
preference recoveries is provided, and no disclosure of
administrative expenses is provided.

BMJ MEDICAL: Seeks To Extend DIP Financing
BMJ Medical Management, Inc. seeks an extension of the post-
petition DIP Financing under which the debtors currently operate
their businesses and manage their properties.

The debtors seek an extension of the DIP financing to January 31,
2000 in order to allow the completion of the plan process.  The
Joint Plan of Reorganization was filed on August 12, 1999.

CENTRAL EUROPEAN: Czech Subsidiary Suspends Operations
Central European Media Enterprises Ltd. announces its 99%-owned
Czech subsidiary, Ceska nezavisla televizni spolecnost, spol.
sr.o. has suspended technical and production operations in Prague
until such time as it is again able to operate a national
television service. As a result, CNTS today dismissed over 215

The action is taken as a result of the pre-emption of CNTS's
transmissions of Nova TV by CET 21, spol. sr.o., which began on
August 5, 1999 to broadcast a substitute signal for Nova TV from
a site other than the CNTS studios. The pre-emption continues to
date. While CNTS and CME have repeatedly requested the Czech
Media Council to intervene as a result of breaches of the Czech
laws, CET 21's legal obligations and the destabilization of the
Czech media market caused by CET 21's actions, the Media Council
has thus far failed to act.

Fred Klinkhammer, President and Chief Executive Officer of CME,
said "We believe that there are many people in the Czech Republic
who, if I may quote the President of the Czech Republic, 'want to
hear that decency and courage make sense, that something must be
risked in the struggle against dirty tricks.'  While we fully
expect that the international arbitration proceedings and Czech
courts will ultimately uphold the legitimate damage
claims of CNTS, CME and Ronald Lauder, only the Media Council has
the power to timely restore the operating business of CNTS and
the jobs of these people who trusted in the fairness and the rule
of law. They are not alone, forgotten or written off.
We will recall them if and when conditions permit."

The failure to recommence CNTS's operations will have a material
adverse effect on the company's results of operations and its
financial position. CNTS's net revenues were $48,496,000 for the
six months ended June 30, 1999 and $108,826,000 for 1998,
comprising 57% of the company's consolidated net
revenues for the six months ended June 30, 1999 and 60% of the
company's consolidated net revenues for 1998. Nova TV's EBITDA
was $18,654,000 for the six months ended June 30, 1999 and
$54,887,000 for 1998, while the company's overall consolidated
EBITDA was $13,142,000 for the six months ended June 30, 1999
and $44,796,000 for 1998.

If CNTS does not recommence broadcasting operations, the company
will likely be forced to write-down all or a portion of the
$42,439,000 carrying value of goodwill associated with the CNTS
operations as of June 30, 1999 and programming rights in the
amount of $15,892,000 at June 30, 1999.

Dividends totaling $19,505,000 in 1998 and $7,972,000 in 1997
were paid by CNTS to the company, comprising all dividends paid
to the company from its television operations during these
periods. A material reduction or elimination of CNTS's dividend
payments to the company in 1999 and future years could, absent
other sources of cash, result in the company having
inadequate cash resources to meet its operating, capital and debt
service requirements by no later than June 30, 2000.

CHATCOM:  Lists $2.2 Million in Liabilities
The Daily News of Los Angeles reports on September 11, 1999, that
Chatcom Inc.  is seeking a new beginning. ChatCom, the long-
struggling producer of network servers, said Friday that it has
filed for bankruptcy protection and furloughed its entire staff
of seven employees.

The Chatsworth-based company, which had warned in March that it
was facing bankruptcy due to a cash crunch, made the Chapter 11
filing this week in federal bankruptcy court in Woodland Hills.  
The filing listed $ 2.2 million in liabilities.

James P. Roche, who became chief executive officer in July after
agreeing to provide up to $ 600,000 in financing, said he was
forced to seek bankruptcy protection because of recent efforts by
senior secured lender ALCO Financial Services to place the
company into receivership. Roche said ChatCom owes ALCO
about $ 66,000, down from the $ 282,000 it owed in July.

Roche also said the filing should enable ChatCom to start
reorganizing its finances and rehire the furloughed employees
next week.

ChatCom's staff was cut from 50 to 21 earlier this year and it
moved to smaller offices. It recently announced it had developed
a signature verification system called ChatLok that would protect
individual computer users within a system.

FAMILY GOLF CENTERS: No Stock Held By ICM Asset Management, Inc.
The investment advisor firm, ICM Asset Management, Inc., reports
that it no longer holds shares of common stock in the Family Golf
Centers Inc.

FEDCO: Applies To Retain Deloitte & Touche
FEDCO has applied to retain the accounting firm of Deloitte &
Touche LLP as its tax accountants and employee benefits
consultants, effective as of the date of this application.

The tax accounting and employee benefits consulting services that
Deloitte will render include:

Preparation of the debtor's consolidated federal tax return for
the years ended January 31, 1999 and preparation of the federal
and state corporation income tax returns for the debtor for the
period ended January 31, 2000 or shorter period if all assets are
distributed before that time, and other tax compliance and
consulting services

Contingent fee tax and tax consulting services relating to the
debtor's sales/use tax refund claim on the understatement of
taxable bad debts and the sales' use tax audit for the period of
October 5, 1997 to the close out of operations

Plan termination and associated employee benefit consulting
services in connection with the debtor's retirement benefit plans

Consulting with the debtor's management and counsel in connection
with other business matters relating to the debtor's activities
on such matters as may from time to time arise.

Deloitte will apply to the court for compensation at its then-
current hourly rate.  Deloitte ahs requested that it be
compensated in the amount of 30% of any tax refund and interest
thereon received by the debtor.
GALEY & LORD: Citigroup Holds 44.42% Of Company's Common Stock
As of the close of business on September 7, 1999, Citicorp
Venture Capital Ltd. beneficially owns 5,284,202 shares of common
stock of Galey & Lord Inc.  This represents approximately 44.39%
of the outstanding shares of such class, of which it has shared
voting power and dispositive power. Citibank and Citicorp,
exclusively through their holding company structures, also both
beneficially own the same 5,284,202 shares of common
stock, representing approximately 44.39% of the outstanding
shares of such class as to which each has shared voting and
dispositive powers. Citigroup, through its direct and indirect
subsidiaries beneficially owns 5,286,835 shares of common stock
representing approximately 44.42% of the outstanding
shares of such class as to which it has shared voting and
dispositive powers.

On August 6, 1999, Citicorp Venture Capital Ltd. acquired 7,700
shares of common stock for an average price of $3.9875 per share
in the public market. On August 12, 1999, Citicorp Ventue Capital
Ltd acquired, additionally, 4,700 shares of common stock for an
average price of $4.42021 per share in the public market. On
August 13, 1999, Citicorp Venture Capital Ltd., once again,
acquired 3,500 shares of common stock for an average price of
$4.50 per share in the public market. On August 16, 1999,
it acquired 2,400 shares of common stock for an average price of
$4.50 per share in the public market, and on August 17, 1999, it
acquired 11,500 additional shares of common stock for an average
price of $4.2946 per share in the public market. On August 18,
1999, Citicorp Venture Capital Ltd. acquired 4,400 shares of
common stock for an average price of $4.25 per share in the
public market, and again on August 19, 1999, it acquired
35,000 shares of common stock for an average price of $4.15518
per share in the public market. On August 23, 1999, it once more
acquired 5,200 shares of common stock for an average price of
$4.08654 per share in the public market. On August 24, 1999,
Citicorp Venture Capital Ltd. acquired 11,000 shares of common
stock for an average price of $4.125 per share in the
public market. On August 26, 1999, it acquired 3,000 shares of
common stock for an average price of $4.125 per share in the
public market. On August 27, 1999, it acquired 5,000 shares of
common stock for an average price of $4.0625 per share in the
public market. On August 30, 1999, it acquired 3,200 shares of
common stock for an average price of $4.096 per share in the
public market. On September 1, 1999, Citicorp Venture Capital
Ltd. acquired 4,300 shares of common stock for an average price
of $4.0625 per share in the public market. On September 2, 1999,
it acquired 3,100 shares of common stock for an average price of
$4.0625 per share in the public market. On September 3, 1999, CVC
acquired 3,500 shares of common stock for an average price of
$4.10714 per share in the public market. And lastly, on September
7, 1999, CVC acquired 30,000 shares of common stock for an
average price of $4.021 per share in the public market.

GENEVA STEEL: Recalls 200 Employees
The Deseret News (Salt Lake City, UT) reports on September 10,
1999 that Geneva Steel, which laid off nearly 575 employees
last year amid huge financial losses, has recalled 200 of those
employees because of an improving domestic steel market.

The returning workers are needed, among other reasons, to help
staff the company's blast furnace operations. Geneva reverted to
using one blast furnace as part of its cutbacks last year but
will resume using a second blast furnace Sunday to allow
increased steel production at its plant.

"Basically, all indications and arrows are pointing up and not
down," said Joe Cannon, Geneva's chief executive officer.

With U.S. steel companies devastated by a flood of cheaper
foreign steel, Geneva's steel shipments dropped by more than 60
percent and the company began initiating its layoffs last
September. Geneva then filed for Chapter 11 bankruptcy protection
in February.

Yet the dark fortunes of Geneva and other U.S. steel companies
have brightened in recent months, thanks to intervention from the
U.S. government. Domestic steel companies have won several key
trade cases, and the U.S. Department of Commerce has imposed
higher tariffs and quotas to limit foreign steel imports. With
those changes, Geneva has now recalled all but 130 of the
575 employees it was forced to lay off.

Reaction from United Steelworkers of America Local No. 2701,
whose members work at Geneva, was predictably appreciative.

The timing of Geneva's recalls -- despite encouraging signs
lately for the domestic steel market -- is somewhat surprising
because the company announced only last month that it had lost
$121 million for the nine-month period preceding June 30, 1999.

At its peak, Geneva has shipped more than 200,000 tons of steel a
month, according to Cannon. At its lowest point in February,
Geneva shipped a mere 44,000 tons of steel.

Cannon said laid-off Geneva employees are eligible to receive
$225 a week in unemployment compensation from the state. More
tenured laid-off workers were provided health and life insurance
coverage by Geneva for up to six months.

With financial assistance from the Department of Energy and other
partners, Geneva officials want to build a $1 billion, state-of-
the-art ironmaking facility by 2003. The lofty plan is still in
its preliminary stages and Geneva is expected to apply for
government-backed loans as part of their revival efforts.

For the past five weeks, steel orders at Geneva have climbed to
more than 30,000 tons a week, but Cannon still has a cautious

HECHINGER: Illinois Store Fetches $12 Million at Auction
Costco Wholesale Corp. outbid Wal-Mart Real Estate Business Trust
at a Sept. 2 auction of a Hechinger Co. store located in Niles,
Ill., after it raised its initial bid of $8.4 million to $12.1
million. Hechinger began contacting major retailers potentially
interested in the Niles store after announcing on Feb. 10 that it
would close the store, as well as 33 other stores located in and
around the Chicago and Cleveland areas, the home improvement
retailer noted in an Aug. 5  motion. (The Daily Bankruptcy Review
and ABI September 14, 1999).

IMTECH: Likely to File for Bankruptcy Protection
Information Management Technologies Corporation (OTC Bulletin
Board: IMTKA) ("Imtech"), whose Class A Common Stock trades under
the symbol IMTKA on Nasdaq's OTC Bulletin Board, today announced
that it has ceased operations at its two printing facilities in
New York City and is highly likely to file for bankruptcy
in the immediate future.  Imtech does not expect that a
bankruptcy filing will result in any value for shareholders.

Imtech's Board of Directors has authorized the bankruptcy filing,
in light of Imtech's financial losses, liquidity constraints and
operating difficulties in recent years, particularly since the
acquisition of the Skillcraft Group in July, 1998.  At June 30,
1999, Imtech's assets were $10.1 million, its liabilities totaled
$18.0 million, the stockholders' deficiency was $7.9 million, and
current liabilities exceeded current assets by $6.9 million.

Imtech had been in discussions with several printing companies
since April to sell the Company.  On August 6, 1999 the Company
signed an exclusive letter of intent with a printing company to
purchase the Company's customer list and certain assets and
assume certain liabilities.  The letter of intent
called for a signing of a definitive agreement by September 15th,
with a transaction subject to shareholder approval.  These
discussions broke down on September 10th, when the purchaser and
the Company's senior salesperson, Jeffrey Craugh, could not come
to an agreement on a continuing relationship.

INOTEK TECHNOLOGIES: Annual Meeting To Be Held Next Month
Stockholders of INOTEK Technologies Corp. have been given notice
of and invited to attend in person or by proxy the annual meeting
of stockholders of the company to be held at the offices of the
company, 11212 Indian Trail, Dallas, Texas on Monday, October 18,
1999 at 10:00 a.m. for the following purposes: To elect five
directors for a one year term and transact any other business
which properly arises.

The Board of Directors has fixed the close of business on August
27, 1999 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting.

JUMBOSPORTS: Seeks Authority To Sell Real Property
The debtor, JumboSports Inc. seeks court authority to sell real
property located at 11249 Pines Boulevard, in the city of
Pembroke Pines, Florida to City Furniture Inc. The total purchase
price for the real property is $5.9 million.

LIVENT: Seeks Extension of Exclusivity
The debtor, Livent (US) Inc., et al. seeks a court order further
extending the debtors' exclusive periods in which to file a plan
or plans of reorganization and solicit acceptances for
approximately 120 days.  If approved, the exclusive period during
which each debtor may file a plan of reorganization shall be
extended through January 31, 2000, and the exclusive period
during which each debtor may solicit acceptances of such plan of
reorganization  shall be extended through April 2, 2000.

Notwithstanding the completion of the sale, the debtors have been
left with exceedingly complex issues involving cross-border
allocation of proceeds, substantive consolidation and equitable
subordination.  The facts and circumstances of the cases
demonstrate that the requested extensions are both appropriate
and necessary to afford the debtors sufficient time to negotiate
distributions to creditors and parties in interest and coordinate
the terms of any proposed plan of reorganization in the US and a
distribution to creditors in Canada.

The debtors point to their success to date, including the sale of
the company, the DIP financing, investigations of the pre-
petition activities, CCAA proceeding; negotiation of cross-border
insolvency protocol, establishing a deadline for creditors to
file proofs of claim, and the debtors' efforts to formulate a
plan of reorganization.

PACIFIC INTERNATIONAL: Signs Agreement to Secure $1 Million
Pacific International Enterprises Inc. (OTC BB:PCIE) (OTC
BB:PCIEQ) and its "The France Group" Division in Goldendale,
Wash., is a 300,000 unit capacity, state of the art, board sports
manufacturing operation, which includes the in-house brands
Twenty Four Seven Snowboards (, Wake Tech
Wakeboards, Rift Snowboards and Microski.

24/7 Snowboards racing program is acclaimed worldwide, with
Olympic Gold Medalist, Ross Rebagliati signed to an exclusive
snowboard promotional contract through the 2002 Olympics.

PCIE announced that it has reached a conditional preliminary
agreement with a lender and is proceeding to finalize the
documents securing a $ 1 million line of credit based on account
receivable financing and advances against letters of credit.

Anthony D. Broughton, CFO of PCIE, stated, "PCIE is working with
a post-petition DIP lender to provide the funding necessary for
its reorganization. PCIE and the lender are in the process of
finalizing the documentation and PCIE's attorneys, Lobel, Opera &
Friedman LLP (, anticipate filing a motion to
obtain the necessary approval from the Bankruptcy Court within
the next several days. PCIE is confident that the Bankruptcy
Court will approve the financing."

Binks Graval, Chairman & CEO of PCIE, stated, "This is the first
step in our reorganization plan to restructure our finances and
has been made feasible due to our Chapter 11 status. The
additional steps that we will be taking shortly will strengthen
the company and provide a more secure base for future earnings."

The France Group, a Division of Pacific International Enterprises
Inc., develops and manufactures sports related products for
rapidly growing markets, including snowboarding, wakeboarding,
mini-skiing and skateboarding. The France Group brand names are a
leader in their category by providing superior levels of
performance and quality.

PLANET HOLLYWOOD: Group Poised To Invest $30 Million
As of August 30, 1999, Leisure Ventures Pte Ltd.owned 12,050,335
shares of Planet Hollywood International's Class A common stock,  
representing approximately 12.0% of such class. The Class A
common stock owned by Leisure may be deemed to be beneficially
owned by Mr. Ong Beng Seng, the largest shareholder of Leisure
and a director of the company.  Leisure Ventures Pte Ltd., is a
corporation organized under the laws of Singapore whose principal
business is that of an investment holding company.

On August 24, 1999, Planet Hollywood announced that it had
received notice of approval by holders of at least $160 million
in principal of its Senior Subordinated Notes due 2005 of a
proposal for a plan of reorganization of the company in a case to
be filed voluntarily by Planet Hollywood for relief under chapter
11 of Title 11 U.S.C. As part of the proposal, and following
confirmation of the plan by the bankruptcy court, an investor
group would invest a total of $30 million to acquire
approximately 7 million of the 10 million shares of the new
company common stock to be issued upon approval of the plan.

This investor group would include: (i) Kingdom Planet Hollywood,
Ltd., a company organized under the laws of the Cayman Islands
which is understood to own approximately 17% of the company's
Class A common stock; (ii) Leisure; and (iii) the New Planet
Trust, a trust which has been established for the sole benefit of
the children of Mr. Robert Earl.  The Trust is understood to
presently own none of the company's Class A common

The New Money Investors expect to provide an aggregate of up to
10% of the then outstanding new common stock to third parties in
exchange for their support of the company and its owned and
franchised restaurants. The plan would give the New Money
Investors control over the company through their
ownership of approximately 60% to 70% of the new common

In connection with the proposal, certain escrow arrangements must
be in place in order for the noteholders and the company to be
committed to pursue the plan, and it is understood that
negotiations with the noteholders (and the committee that is
informally representing the noteholders) are underway on the
terms of that escrow arrangement. Pending an agreement on the
terms of the escrow arrangement, and in order to maintain the
effectiveness of the proposal, the New Money Investors have
deposited a total of $5 million in escrow to be applied
towards their purchase of new common stock in keeping with the
proposal, if the terms of the escrow arrangement can be
finalized. The New Money Investors signed an escrow agreement,
dated August 26, 1999, governing the escrow deposit. If no
agreement with respect to this escrow arrangement is
reached with the informal noteholders' committee, the escrow
deposit can be returned to the New Money Investors and the New
Money Investors would not have any agreement, understanding or
arrangement with respect to any further investment in Planet

The proposal provides for the company to file the plan by
September 30, 1999, with the objective that the contemplated
transactions be completed by December 21, 1999. As part of the
plan (i) the noteholders would receive $47.5 million in cash, $60
million in new, secured payment-in-kind notes to be issued by the
company, and 2.65 million shares of new common stock; (ii)
the company would work with the informal noteholders' committee
and use its best efforts to settle claims of unsecured creditors
(other than a convenience class of general unsecured claims in
allowed amounts not exceeding a predetermined threshold
agreed by the informal noteholders' committee) and, to the extent
not settled, the claimants would recover a dollar
value on their claims not less than the value of the per dollar
distributions allowed the noteholders; (iii) the convenience
creditors would be paid in full; and (iv) the holders of existing
equity securities of the company would receive 200,000 three-year
warrants with a strike price set to be "in-the-money" to the
extent unsecured creditors receive full recovery on their claims.

In connection with the plan, the company would intend to register
the new common stock and have it traded on a national securities
exchange or the NASDAQ National Market System. All currently
existing equity securities shall be deemed canceled upon approval
of the plan by the bankruptcy court.

The proposal also contemplates that the company will: (i) obtain
a minimum $40 million bridge financing through the issuance of
senior secured promissory notes (subordinate only to the working
capital facility); (ii) obtain a post-bankruptcy working capital
facility for up to $25 million, secured by receivables and
inventory; and (iii) present the noteholders a post-bankruptcy
business plan for the company, reasonably acceptable to the
informal noteholders' committee; and (iv) use its best
efforts to reduce operating overhead wherever practicable.

As part of the plan, the company's Board of Directors would have
7 members, 2 of whom would be appointed by the noteholders and 5
appointed by the New Money Investors.  Supermajority approval
would be required for any insider transactions or "Major
Transactions". Robert Earl would be Chief Executive Officer, and
selection of certain other officers would be subject to the
reasonable approval of the informal noteholders' committee and
supermajority approval of the Board of Directors.

RENAISSANCE COSMETICS: Response to Houbigant
The debtor, Renaissance Cosmetics, Inc. responds in opposition to
a motion of Houbigant, Inc. to compel compliance with
stipulations and court orders regarding the debtor's sale of
substantially all of their assets.

The debtor states that the principal deal was the payment to
Houbigant, out of the first proceeds received formt he sale, cash
in the amount of
$1.25 million in consideration of which, Hobuigant would consent
to the sale.  The parties have met these terms.  The debtor was
alos9 obliged to provide certain information to Houbigant
regarding the location of certain molds and plates and certain
historical data.  The debtors claim that they are working on
providing the information, and that they are hampered by DPC
Acquisition Corp, the purchaser of the debtors' assets and in
addition, the debtors allege that they have very limited

SHOE CORP: Seeks Agreement Regarding Sale of Inventory
Shoe Corporation of America, Inc. and SCOA License, Inc.,
debtors, seek an order approving SCOA's agreement with a
liquidation group formed by Gordon Brothers Retail Partners, LLC,
Ozer Group, LLC and Hilco Great American Group regarding the sale
of inventory of SCOA and the sale of certain consigned inventory,
the sale of certain fixed assets by SCOA to American Retail Group
and the compromise and settlement of claims between SCOA and ARG,
Uptons, Inc.  

The Liquidation Group will receive a License Fee ranging form
7.5% of net sales to 6.5% of net sales.

SCOA will receive a sales commission based upon a percentage of
the retail price for any consigned Stride Rite inventory sold at
Uptons Shoe Departments.  The Commission will range from 20% to

ARG will pay to SCOA the sum of $1,441,624; Of that sum, $1.126
million is attributable to ARG's purchase of the Uptons Fixed
Asets, and will be paid by SCOA to its lenders.  In part, the
Uptons Termination Agreement represents a compromise of claims
between the debtors and ARG and Uptons.  Part of the
consideration to be received by the debtors and their estates
under the agreement is the payment of nearly $325,000 by ARG to
SCOA as settlement of SCOA's potential claims relating to the
License Agreement, including claims arising from ARG's and
Uptons' decision to discontinue the operation of the Uptons'
store locations.  

STUART ENTERTAINMENT: Committee Objects To HQ Lease
The Committee objects to the provisions whereby the debtor agrees
that in the event of a default under the lease the lessor will
not be subject to Section 362 of the Bankruptcy Code and that the
lessor may proceed directly to state law rights and remedies, and
that the lessor may immediately draw on the letter of credit and
apply the security deposit.  The Committee states that the
automatic stay provisions of Section 362 apply in this case to
any action which may be taken by the lessor upon default of the
Lease.  The Committee also objects to the security deposit
provisions which appear to require the debtor to deliver as
security a letter of credit in the amount of $30,000 which is in
addition to the "Reduction Fee" which the Lessor is to obtain
from the prior tenant of the premises in the amount of $117,464.  
AS a result it appears that the lessor will retain a security
deposit in the total amount of $147,464.  Such security deposit
is unreasonable in light of the fact that the monthly rent ranges
from $18,877 to $21,897 throughout the term of the lease.

The Committee also objects to the ability of the Lessor to
relocate the space to be occupied by the debtor.  And it objects
to the language with regard to assignment and sublease.  The
Committee believes that the lessors' discretion in permitting any
assignment or sublease should be reasonable. And the Committee
objects to the language in the waiver of claims section of the
lease, where any claim against the lessor is waived, even as a
result of the lessor's own negligence.

TOROTEL: Fiscal Year-End Financial Information Filed
Torotel, Inc. conducts business through one wholly-owned
subsidiary, Torotel Products, Inc., as a result of the sale of
substantially all of the assets of OPT Industries, Inc., a
wholly-owned subsidiary, whose name was recently changed to East
Coast Holdings, Inc.

Torotel Products specializes in the custom design and manufacture
of a wide variety of precision magnetic components, consisting of
transformers, inductors, reactors, chokes and toroidal coils.  
These components modify and control electrical voltages and
currents in electronic devices.  Torotel Products sells these
magnetic components to original equipment manufacturers, who use
them in products such as aircraft navigational equipment, digital
control devices, voice and data secure communications, medical
equipment, telephone and avionics
equipment, and conventional missile guidance systems.

In the company's fiscal year ended April 30, 1999 revenues were
$4,553,000 with net loss incurred of $2,398,000.  In the 1998
fiscal year revenues were $6,059,000 with net loss of $1,523,000.

US ONCOLOGY: Incurs Net Loss In Second Quarter 1999
US Oncology, Inc. is a cancer management company which provides
comprehensive management services under long-term agreements to
its affiliated oncology practices, including operational and
clinical research services and data management, and furnishes
personnel, facilities, supplies and equipment.

These affiliated practices provide a broad range of medical
services to cancer patients, integrating the specialties of
medical and gynecological oncology, hematology, radiation
oncology, diagnostic radiology and stem cell transplantation.  
Substantially all of the company's revenue consists
of management fees and includes all medical practice operating
costs for which the company is contractually responsible.

Revenue increased from $392.4 million in the first six months of
1998 to $515.6 million in 1999, an increase of $123.2 million, or
31.4% and from $204.7 million in the second quarter of 1998 to
$266.4 million in the second quarter of 1999, an increase of
$61.7 million or 30.1%.  Net income decreased from $29.1 million
in the first six months of 1998 to $15.3 million in the first six
months of 1999, a decrease of $13.8 million or 47.4% and
decreased from $15.5 million for the second quarter of 1998 to a
loss of $1.2 million for the second quarter of 1999.

VENCOR: Background and Description of Debtor
Louisville, Kentucky-based Vencor, Inc., with nearly $2 billion
in assets and liabilities, is the largest healthcare provider to
have sought protection from creditors and relief under chapter 11
to date.

One Vencor Place
680 South Fourth Street
Louisville, KY 40202-2412
Phone: 502-596-7300
Fax: 502-596-7499

Vencor, Inc. (f/k/a Vencor Healthcare, Inc.) is one of the
largest providers of long-term healthcare services in the United
States.  At June 30, 1999, the Company operated 293 nursing
centers (38,387 licensed beds), 56 long-term acute care hospitals
(4,935 licensed beds), and its Vencare ancillary services
business which provided respiratory and rehabilitation
therapies, medical services and pharmacy management services
(under thousands of contracts) to both Company-operated and non-
affiliated nursing centers.

Vencor currently operates in 46 states.  Healthcare services
provided through the Vencor network include long-term hospital
care, nursing care, contract respiratory therapy services, post-
operative care, in-patient and out-patient rehabilitation
therapy, specialized care for Alzheimer's disease and pharmacy

Vencor employs approximately 42,600 full-time and 15,300 part-
time and per diem employees.  Vencor is a party to 30 collective
bargaining agreements covering 3,300 unionized employees.

The Company's headquarters staff, located at One Vencor Place,
occupies a 287,000 square foot building located in Louisville,


In January 1998, the Board of Directors of Ventas (formerly known
as Vencor, Inc.) authorized its management to proceed with a plan
to separate Ventas into two publicly-held corporations:

     * Vencor, Inc., to operate the hospital, nursing center
       and ancillary services businesses and

     * Ventas, Inc., to own substantially all of the real
       property of Ventas and to lease the real property to a
       new operating company.  

In anticipation of the Spin-Off, Vencor was incorporated on March
27, 1998 to be the new operating company.  On April 30, 1998,
Ventas completed the spin-off of its healthcare operations from
its real estate holdings through the distribution of Vencor
common stock on a one-for-one basis to Ventas shareholders of
record as of April 27, 1998.  The Distribution was completed on
May 1, 1998.  In connection with the Spin-Off, Vencor manages
and operates the real property which it leases from Ventas
pursuant to four master lease agreements.


In November 1998, Vencor organized its operations into three
operational divisions coinciding with its primary lines of
business: (a) Hospitals, (b) Nursing Centers, and (c) Ancillary
Services under the Vencare nameplate.  

A.  Hospital Division

Vencor hospitals primarily provide long-term acute care to
medically complex, chronically ill patients.  For the year ending
December 31, 1998, selected hospital operating data reflected:

Revenues.......................................... $919,847,000
Operating income.................................. $259,874,000
Hospitals in operation at end of period...........           57         
Number of licensed beds at end of period..........        4,979
Patient days......................................      947,488
Average daily census..............................        2,596
Occupancy ........................................           54%       

In 1998, Medicare patients account for 68% of Patient Days at
Vencor facilities; Medicaid, 13%; and Private Insurance Plans,
19%.  Medicare payments accounted for 59% of Vencor's $919.8
million in 1998 Hospital Revenues; Medicaid, 10%; and Private
Insurance Plans, 31%.  At year-end, Vencor hospitals were located
in 45 geographic markets in 23 states, experiencing intense
competition for patients covered by high-profit-margin
non-government reimbursement sources.  

B.  Nursing Center Division

Vencor provides long-term care and subacute medical and
rehabilitation services in 291 nursing centers containing 38,362
licensed beds located in 31 states.  At December 31, 1998, Vencor
owned five nursing centers, leased 273 nursing centers from third
parties and managed 13 nursing centers, providing physical,
occupational and speech rehabilitation services.  The majority of
patients in rehabilitation programs stay for eight weeks or less.  
Patients in rehabilitation programs generally provide higher
revenues than other nursing center patients because they require
a higher level of ancillary services.  In addition, management
believes that Vencor is a leading provider of care for patients
with Alzheimer's disease.  For the year ending December 31, 1998,
Selected Nursing Center Operating Data reflected:

Revenues.....................................  $1,621,662,000
Operating income.............................  $  245,569,000
Number of nursing centers operating..........             291
Number of licensed beds at end of period.....          38,362
Patient days.................................      11,939,266
Average daily census.........................          32,710
Occupancy....................................              87%

In 1998, Medicare patients account for 13% of Patient Days at
Vencor Nursing Home facilities; Medicaid, 65%; and Private
Insurance Plans, 22%.  Medicare payments accounted for 29% of
Vencor's $1.6 billion in 1998 Nursing Home Revenues; Medicaid,
45%; and Private Insurance Plans, 26%.  At year-end, Vencor
Nurshing Homes were located in 45 geographic markets in 23
states, experiencing intense competition for patients covered by
non-government reimbursement sources.  

C.  Ancillary Services Division

Through its Vencare ancillary services division, Vencor has
expanded the scope of its cardiopulmonary care provided in its
hospitals by providing rehabilitation therapy and respiratory
care services and supplies to nursing and subacute care centers.  
In November 1996, Vencor consolidated its pharmacy operations
under its ancillary services division.  In the third quarter of
1998, Vencor sold or closed its hospice and homecare businesses.  
In addition, the rehabilitation, respiratory and other healthcare
services previously provided by TheraTx have been integrated into
the ancillary services division.  For the year ended December 31,
1998, revenues from the ancillary services division totaled
approximately $582.7 million which represented 18.7% of Vencor's
total revenues.


As part of the January, 1998 Spin-Off Transactions, Vencor and
Ventas entered into four Master Lease Agreements for
substantially all of the real property, buildings and other
improvements used by Vencor.  Ventas, a REIT, owns the real
estate; Vencor manages and operates the properties.  The
Leased Properties are divided into four groups, and each group of
properties is subject to a separate Master Lease Agreement.

The Master Lease Agreements have 10 to 15 year Base Terms,
provide for up to three 5-year renewal terms, require annual
lease payments of approximately $222 million (subject to 2%
annual escalations).  Use of the properties is restricted to
providing healthcare services.  

The Master Lease Agreements provide that Vencor may not assign,
sublease or otherwise transfer any Lease or any portion of a
Leased Property as a whole (or in substantial part), including
upon a Change of Control event, without Ventas' consent, which
may not be unreasonably withheld if the proposed assignee is a
creditworthy entity with sufficient financial stability to
satisfy its obligations under the Lease, has not less than four
years experience in operating health care facilities, has a
favorable business and operational reputation and character and
agrees to comply with the use restrictions in the Master Lease
Agreements.  Vencor may sublease up to 20% of each Leased
Property for restaurants, gift shops and other stores or
services customarily found in hospitals or nursing centers
without the consent of Ventas, subject, however, to there being
no material alteration in the character of the Leased Property or
in the nature of the business conducted on such Leased Property.  

Additionally, the Master Lease Agreements provide that if Ventas
receives a bona fide offer from a third party to purchase any
Leased Property during the first three years of the Base Term and
Ventas wishes to accept the offer, then, prior to entering into a
contract of sale with the third party, Ventas must first offer
Vencor the right to purchase the Leased Property on substantially
the same terms and conditions as are contained in the third party
offer. (VENCOR Bankruptcy News Issue 1; Bankruptcy Creditors'
Service Inc.)

XITEC: Emerges from Chapter 11  
XiTec, Inc. announced that the reorganization plan which the
company had filed on July 21, 1999 was confirmed by the United
States Bankruptcy Court. "The reorganization plan, as approved by
an overwhelming majority of the creditors, will significantly
improve the balance sheet of XiTec with approximately $ 3 million
in debt converting to equity and provide the funding for us to
capitalize on our technological strengths and start the process
of profitably growing the business," said Michael J. Sullivan,
XiTec's President and Chief Executive Officer. "The cooperation
and efforts of many people had to come together in reaching this
meaningful milestone in the Chapter 11 process and I am
particularly grateful for the broad based support from among our
creditors with 98% of the debt held by those who voted approving
the plan." "We are extremely pleased with the high level of
XiTec's technological expertise, the caliber of its management
and skilled personnel and its focus on selected market niches,"
stated Christopher G. Miller, spokesman for the investor group.
"We are excited about the long-term prospects of the company." A
major element of the reorganization plan will be the investment
of $ 900,000 at closing by a private group of accredited
investors and up to an additional $600,000 invested, at the
option of the investor group, during a six month period
was confirmed retained their respective shares. The equity
interest of these shareholders, however, will be diluted by the
issuance of new shares in accordance with the plan.  XiTec
designs, develops, and distributes mini C-Arm fluoroscopic
imaging systems and components with medical, veterinary and
industrial applications.

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
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