TCR_Public/990920.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
       Monday, September 20, 1999, Vol. 3, No. 181                                              
                             
                   Headlines

ATLAS STEELS: Looking To Dump Specialty Steel Division
BRUNO'S: Agreement To Purchase Gregerson Assets
BRUNO'S: Court Grants Motion For Independent Examiner
BRUNOS: Net Sales Decrease
CHERRYDALE FARMS: Seeks Extension Of Exclusivity

COLONIAL DOWNS: Enters Purchase Option Agreement For Racetrack
COLONIAL DOWNS: Net Revenues and Net Loss Decrease
FAVORITE BRANDS: Seeks Entry of Orders
FWT INC: Objects To Committee's Forensic Accountants
GOLF COMMUNITIES: Bankruptcy Causes Work To Stop Massive Project

HEALTHCOR: Court Approves Sale to Interwest Home Medical
INTILE DESIGNS: Seeks To Extend Exclusivity
LEVITZ: Court Grants Extensions of Exclusivity
LEVITZ: Motion To Sell Manchester Lease To Kloss For $500,000
NATIONAL HEALTH & SAFETY: Motion To Sell Certain Assets

NATIONAL HEALTH & SAFETY: Revenue For Quarter Decreased 21%
ONEITA INDUSTRIES: Chapter 7 Trustee Taps Young Conaway
PARAGON TRADE: Order Questions Conflict of Interest
PENN TRAFFIC: Stock To Trade Again
PLOOF TRUCK LINES: Files Chapter 11

PRINCETON HOSPITAL: Order Grants Extension of Exclusivity
PROTEAM.COM: Too Big Too Fast
RENAISSANCE COSMETICS: Replies To Houbigant Motion
RIGCO NORTH AMERICA: US Trustee Objects To Akin, Gump as Counsel
SILCO: Files Bankruptcy After Former Employee Gets Judgment

SINGER THAILAND: Claims It is Unaffected By Bankruptcy
TALK AMERICA INC: Seeks Extension of Exclusivity
THORN APPLE VALLEY: Pension Funding Yet Undetermined
TRANSTEXAS GAS: Bondholders Object To Hearing Continuance
TRANSTEXAS GAS: Mineral Property Holders

TRISM: Files Pre-packaged Chapter 11
USCI INC: Reports Net Loss of $3.3M For Six Months
VENCOR: Cleary Gottlieb Approved As Lead Counsel
VENCOR: Motion For Approval of $100 Million DIP Financing
VENCOR: With An Industry Watching

                   **********

ATLAS STEELS: Looking To Dump Specialty Steel Division
------------------------------------------------------
American Metal Market reports on August 25, 1999 that the group
of North American investors that helped pull the former Sammi
Atlas Inc. from the Companies Creditors Arrangement Act (CCAA) in
March 1998 and renamed the company Atlas Steels Inc., is looking
to divest itself of the company's specialty steel division.

Novamerican Steel Inc., Montreal, announced Monday that it and an
undisclosed minority partner intend to acquire Atlas Stainless
Steel, Tracy, Quebec, from the investors who hold a 70-percent
interest in Atlas Stainless Steels Inc.

Financial terms of the deal have not been disclosed.

W. Allan Hopkins, president and chief executive officer of Atlas
Steels Inc., Toronto, confirmed Tuesday the investors group also
wants to sell Atlas Specialty Steel, Welland, Ontario, but the
company is pushing forward and doing a number of things to make
its way into the North American market.

Atlas Steels' group of investors includes Credit Suisse First
Boston, Merrill Lynch, Bear Stearns and Goldman Sachs, all of New
York, among other United States and Canadian investors.

Atlas Stainless Steels employs about 600 people, while Atlas
Specialty Steels employs about 1,000.

Bryan Jones, president of Novamerican Steel, informed employees
of Atlas Stainless Steel about the proposed sale at a special
meeting Monday.  Novamerican Steel has 12 operating locations in
Canada and nine operating locations in the United States. The
company processes and distributes carbon steel, stainless steel
and aluminum products, including carbon steel tubing for
structural and automotive markets.  Novamerican Steel said the
move is part of the company's continuing strategy and could
ensure the survival of the Tracy plant.

Atlas Stainless Steels has a listed annual capacity of 130,000
tons of slabs. The company produces 300- and 400-series stainless
steels, sheet, strip, plate, hot band and slab up to 48-inches
wide.  Its equipment includes one 70-ton electric furnace, one
vacuum oxygen degasser, one continuous slab-casting machine (1
strand)-5-inch-by-50-inch; three slab grinding machines, one hot
planetary mill, cold mills, two 50-inch Sendzimir mills for sheet
and strip, a 2-hi temper mill, two horizontal annealing and
pickling lines, one vertical bright annealing line, one
strip-grinding line, three slitting lines and one tension
leveler/cut-to-length line.


BRUNO'S: Agreement To Purchase Gregerson Assets
-----------------------------------------------
On September 10, 1999, Brunos Inc. entered into an agreement with
Gregerson's Foods, Inc. under which the company will purchase
from Gregerson's substantially all of the assets relating to
three stores owned and operated by Gregerson's in Alabama and the
inventory in a fourth store Gregerson's plans to close in
conjunction with its sale of the other three stores to the
company. The transactions contemplated by the agreement with
Gregerson's are subject to a number of conditions, including the
approval of the Bankruptcy Court.


BRUNO'S: Court Grants Motion For Independent Examiner
-----------------------------------------------------
On June 23, 1999, the Bankruptcy Court granted a motion filed by
the Trustee for the holders of the company's Senior Subordinated
Notes seeking the appointment of an independent examiner
to investigate the 1995 leveraged recapitalization under
which affiliates of Kohlberg Kravis Roberts & Co. acquired
control of Bruno's Inc. The independent examiner appointed by
the Bankruptcy Court is seeking to determine if there are any
claims arising out of the leveraged recapitalization that can
be asserted on behalf of the company for the benefit of the
company's creditors. The Bankruptcy Court has established a
deadline of October 5, 1999 for the examiner to complete his
investigation and issue a report on the investigation to the
Bankruptcy Court.


BRUNOS: Net Sales Decrease
--------------------------
Operating as debtor-in-possession since its Chapter
11 bankruptcy filing in 1998 Brunos Inc., in 1999 has
experienced net sales decreases.  Net sales decreased $84.1,
(to $408,146) and $179.2 million (to $814,812) in the quarter
and year-to-date periods ended July 31, 1999, as compared
to the comparable periods of the prior year. The decrease in
net sales for both periods was primarily attributable to the
reduction in the number of stores operated by the company as
a result of the divestitures that occurred during the fiscal
year ended January 30, 1999.  Net losses for the three and
six-month 1999 periods was $19,995 and $19,389 respectively,
as compared to 1998 same period losses of $34,776 and $46,129.


CHERRYDALE FARMS: Seeks Extension Of Exclusivity
------------------------------------------------
The debtors, Cherrydale Farms, Inc., et al. seek an extension of
the time period within which the debtors shall have the exclusive
right to solicit acceptances to their plan of orderly
liquidation.

The debtor request that the solicitation period be extended to
December 31, 1999.  In this case the court approved the sale of
substantially all of the debtors' assets and with the filing of
the plan within the Plan Period, the debtors have made
substantial progress towards completion of this case.  
Furthermore, the debtors expect to proceed quickly towards
confirmation of a consensual plan of reorganization.


COLONIAL DOWNS: Enters Purchase Option Agreement For Racetrack
--------------------------------------------------------------
In July 1999, the company signed a letter of intent to enter
into a purchase option agreement to acquire 85 acres of land
for the development of a new racetrack and simulcast wagering
racing center in Dumfries, Virginia.  The company intends to
apply for a license from the Virginia Racing Commission to
operate a racetrack (including live and simulcast wagering)
on this property.

Under the terms of the contract between Colonial Downs,
L.P. and Norglass, Inc., the general contractor engaged to
manage the construction of the track, Colonial Downs filed
an arbitration claim against Norglass in which Norglass
counterclaimed.  In the proceeding, Colonial Downs, L.P.
challenged the validity of Norglass' mechanic's liens for
approximately $11.8 million (subsequently reduced to $6.5
million) and asserted a damage claim against Norglass for
approximately $7.7 million.  Norglass filed a counterclaim
against Colonial Downs, L..P. for $5.8 million.  In August
1999, the American Arbitration Association rendered a decision
favorable to Norglass.  Colonial Downs L..P. was ordered to pay
Norglass $1,965,000 in the arbitration.  In addition, Colonial
Downs L..P. was ordered to pay interest of approximately
$285,000 and arbitration costs of approximately $98,000.


COLONIAL DOWNS: Net Revenues and Net Loss Decrease
--------------------------------------------------
In the quarter ended June 30,1999, the company had net revenues
of $7,233 as compared to $7,768 in the same quarter of 1998.  Net
loss for the three months ended June 30, 1999 was $1.0 million;
in the 1998 quarter net loss was $1.9 million.  In the six months
ended June 30, 1999, net revenues were $14,256 compared to
$14,540 for the six month comparable period of 1998.
The six month, 1999, net loss was $0.5 million compared to net
loss of $2.9 million for the corresponding period of the prior
year.


FAVORITE BRANDS: Seeks Entry of Orders
--------------------------------------
Favorite Brands International Holding Corp. et al., debtors, seek
an extension of time within which the debtors may assume or
reject unexpired leases of nonresidential real property.

The debtor seeks to reject an operating services agreement with
Exel Logistics, Inc. for warehousing services in Fontana,
California and related assumption and assignment agreement and
lease.

The debtor seeks authority to dissolve Trolli de Mexico SA de CV.
The debtor seeks authority to reject a Distribution Agreement
with Sweet Ring Imports.

A hearing will be held on all of the motions on September 22,
1999.


FWT INC: Objects To Committee's Forensic Accountants
----------------------------------------------------
The debtor, FWT, Inc. objects to the application of the Official
Committee of Noteholders to employ Kahn Consulting, Inc.  The
debtor claims that there are a number of tasks tha Kahn allegedly
will be asked to perform which can already be performed by other
professionals which the Committee has sought to employ.  The
Committee has sought to employ counsel and the financial
consultants from Chanin & Company, and the debtor argues that
Kahn's services would be duplicative of those already being
performed by their other professionals.  The debtor also states
that it is unnecessary to employ forensic accountants for $450
per hour when such accountants could be hired for a more
reasonable fee.


GOLF COMMUNITIES: Bankruptcy Causes Work To Stop Massive Project
----------------------------------------------------------------
The Fort Worth Star Telegram reports on September 15, 1999 tha
work has halted on the massive Lakes of Arlington project on the
city's north side after its owner, Golf Communities of
America, filed for bankruptcy.

The Orlando, Fla.-based company, which filed for Chapter 11
protection July 13, said its main creditor, Credit Suisse First
Boston, cut off its funding.  A spokesman for Credit Suisse
declined to say why the bank cut off funding, saying only that
the firm has fulfilled its obligations to Golf Communities and
still hopes to resolve the problem.

The bankruptcy is the latest delay in the project, which has been
in the works for about seven years.

Golf Communities, which bought the project last year, said it
would develop an 18-hole golf course and country club and 920
home sites in a gated community on the 2,000-acre site along Farm
Road 157, just south of Euless.  The project would also include
parkland and as much as 3 million square feet of retail and
office space, including high-rise office towers and hotels, the
developer said.

But those plans are subject to change pending the outcome of the
bankruptcy filing, said Don Pilkinton, who handles leasing and
development of the project for Golf Communities.

"Until that gets resolved, which will be at least 45 days out,
we're in a limbo state," Pilkinton said.  Pilkinton, a former
Arlington Planning & Zoning commissioner, said it is likely that
Credit Suisse will gain control of the Lakes of Arlington project
after the proceedings.

Golf Communities, which is also developing the $ 13 million
Hillcrest Country Club in Lake County, Fla., owes more than $ 100
million to Credit Suisse.  Golf Communities lists $ 122 million
in debt and $ 145 million in assets in its filing.  Among its
other holdings are five golf courses.

Credit Suisse's development loans to Golf Communities are secured
by the company's golf properties. The Lakes of Arlington
development has been in progress since 1992, when investor Jim
Salim acquired the land in the Trinity River flood plain.
Salim poured an estimated $ 25 million into the project to raise
it out of the flood plain before he sold it to Golf Communities
of America last September for $ 51 million in cash and stock.

Salim said yesterday that the bankruptcy settlement could drag on
for months, even as long as a year or more.

"I regret having sold it with this happening," Salim said.  "It's
not good news for me as a shareholder, and it's not good news for
Arlington because there is a potentially huge tax base out
there."

Salim, who still owns 10 million shares of the company, is the
second-largest shareholder in the firm, which trades on Nasdaq as
GVIM.

Warren Stanchina, Golf Communities's president, said in a
statement that the only alternative to filing for Chapter 11
protection would have been to liquidate all the properties,
"which would have hurt unsecured creditors and shareholders. "

After Stanchina's firm bought the property last year, he said he
hoped to deliver home sites to builders by early 1999.  Although
engineering work continued until recently on the acreage,
construction is yet to start.

The development's near-term value hinges in part on the timing of
the state road project that will raise Farm Road 157 above the
flood plain.  The Texas Transportation Commission has said it
will release $ 12.7 million by 2001 to raise and widen the 3.1-
mile span of the highway next to the development, moving the
roadway 600 feet east and creating a major north-south portal
into Arlington.

Salim and a group of investors known as Metrovest Partners Ltd.,
bought the land in 1992 for $ 2 million from the Resolution Trust
Corp. and had plans for elaborate gardens and an amusement center
that would draw more than 3 million tourists a year.  Salim later
changed his plan and began preparing the property for middle- to
high-end residential development before selling it.


HEALTHCOR: Court Approves Sale to Interwest Home Medical
--------------------------------------------------------
Interwest Home Medical, Inc. (Nasdaq: IWHM) announced the
agreement to purchase the Denver, Colorado home oxygen and
medical equipment ("HME") business and assets of HealthCor
Holdings, Inc. was approved by the United States Bankruptcy Court
for the North District of Texas -- Dallas Division.  The
transaction is expected to close by September 24, 1999 and is
effective to August 1, 1999 when IWHM signed an agreement to
manage the operations for HealthCor.

HealthCor's home oxygen and medical equipment operations have
been in business in Colorado for over 3 years and account for
approximately $7 million in annual revenue (mostly respiratory
and oxygen services) primarily through managed care contracts.  
The acquired operations will be combined with those of the
existing IWHM branch in Denver.  Financial terms of the
acquisition were not disclosed.

Interwest Home Medical's services include rental and sales of
home oxygen and respiratory equipment, home care equipment and
supplies, and rehabilitation equipment.

Interwest Home Medical, Inc. has expanded to 28 branch locations
in Utah, Arizona, Idaho, Nevada, Colorado, Alaska and California
and employs over 400. At present, Interwest Home Medical has
preferred provider agreements with more than 50 different health
insurance companies to provide home medical services to their
covered beneficiaries.

Interwest Home Medical Inc. (CUSIP# 46114P 20 9) maintains
corporate offices located at 235 East 6100 South in Salt Lake
City, Utah.  The Company's common stock is traded on the Nasdaq
Small-Cap Market under the symbol IWHM.


INTILE DESIGNS: Seeks To Extend Exclusivity
-------------------------------------------
The debtor, Intile Designs, Inc. seeks to extend exclusive
periods for filing and obtaining acceptance of its plan of
reorganization for an additional sixty days.

The debtor alleges that it has been in extensive negotiations
with a proposed investor, its principal secured creditors,
including certain of its taxing authorities, and a new lender, to
the end of structuring a transaction which will result in the
terms of acceptable treatment for those creditors under a plan
and the funding for both interim operations pending confirmation
of the plan and the post-confirmation borrowing necessary to
confirm the plan and continue normalized business operations.  
The debtor states that the closing of the transaction with the
investor and the related parties is imminent.


LEVITZ: Court Grants Extensions of Exclusivity
----------------------------------------------
Notwithstanding the filing of their Joint Plan, the Debtors tell
Judge Walrath, the Company continues to investigate and consider
alternatives for an ultimate exit from chapter 11.  Any
alternative exit strategy would require substantial modification
of the Joint Plan.  

The Debtors note that their Joint Plan is not fully consensual at
this time.  The Debtors are hopeful to gain the consensus of the
Creditors' Committee before the Court considers the adequacy of
the Disclosure Statement.  That consensus is more likely as the
Debtors and the Committee talk about alternative transactions
that could form the basis of a plan.  

To avoid the chaotic prospect of multiple competing plans being
filed, the Debtors ask Judge Walrath to extend their exclusive
period during which to file a plan through November 30, 1999 and
grant a concomitant extension of their exclusive period during
which to solicit acceptances of a plan through January 31, 2000.  

Finding that the Debtors have demonstrated cause for the
extensions and that the Debtors are not using the power of their
exclusive periods improperly, Judge Walrath granted the requested
extensions without reservation. (Levitz Furnitre Bankruptcy News
Issue 37; Bankruptcy Creditors' Service Inc.)


LEVITZ: Motion To Sell Manchester Lease To Kloss For $500,000
-------------------------------------------------------------
Kloss Furniture Interiors, Inc., offered the Debtors $550,000 in
cash to purchase all of their leasehold interests in property
located at 14250 Manchester Road in Manchester, Missouri.  

Until recently, the Debtors operated a furniture store at that
location.  The Debtors closed the Manchester Store in March and
have no further use for the property.  Before Levitz occupied the
property in 1994, K-Mart Corporation leased the property for
operation of a Builders Square store.  The 1977 Lease Agreement
calls for $358,979.80 annual rent payments through
May 1, 2002, and allows for renewals through 2052.

To be certain that the Debtors' estates are obtaining the highest
and best price for the Property, Kloss agrees to subject its bid
to competition.  The Debtors will conduct an auction at Skadden
Arps' Wilmington offices on October 5, 1999.  Any competitive
bidder must offer at lease $575,000 in cash. (Levitz Furnitre
Bankruptcy News Issue 37; Bankruptcy Creditors' Service Inc.)


NATIONAL HEALTH & SAFETY: Motion To Sell Certain Assets
-------------------------------------------------------
National Health & Safety Corporation's principal business
activities consist of providing medical cost containment
services to both institutional and consumer markets.  The
company performs on-going credit evaluations of its customers'
financial condition and generally requires no collateral.

On July 1, 1999, National Health and Safety Corporation
voluntarily filed for Chapter 11 Bankruptcy in the Eastern
District of Pennsylvania United States Bankruptcy Court.
It was anticipated that a plan for reorganization would be
filed by the latter part of August.  In addition, there is
a motion before the court to sell a portion of the assets
relating to the Powerx card.  This sale was targeted to be
completed by the end of August.


NATIONAL HEALTH & SAFETY: Revenue For Quarter Decreased 21%
-----------------------------------------------------------
Total revenue for the three months ended June 30, 1999
decreased 21% from $31,215 in the same 1998 period to $24,686,
primarily attributed, according to the company, to the 11%
decrease in POWERX Card sales due to a lower level of broker
activity, and the 85% decrease in other sales due to completion
of consulting contracts in 1998.  For the first six months of
1999, total revenues decreased 31%, from $71,414 in the 1998
six-month period, to $48,962. The company attributed this
primarily to the 27% decrease in POWERX sales, 27% decrease
in medical equipment sales due to a reduced marketing effort,
and the 83% decrease in other sales.

The net loss for the second quarter and first six months
of 1999 decreased to $322,956 (32%) for the second quarter,
and to $676,883 (32%) for the first six months, as compared
with the corresponding 1998 periods when net loss was $470,814
in the second quarter, and $998,784 in the first six months.
Again, the company attributed these results to the significant
decreases in advertising and marketing expenses for the
1999 periods.


ONEITA INDUSTRIES: Chapter 7 Trustee Taps Young Conaway
-------------------------------------------------------
Michael B. Joseph, the interim Chapter 7 trustee seeks an order
authorizing and approving the employment and retention of Young
Conaway Stargatt & Taylor LLP as counsel.  The Trustee will
instruct Young Conaway to coordinate its efforts with Ferry &
Joseph in order to avoid duplication of effort int he
administration of the Chapter 7 case.


PARAGON TRADE: Order Questions Conflict of Interest
---------------------------------------------------
The US Bankruptcy Court for the Northern District of Georgia,
Atlanta Division entered an order on September 9, 1999 providing
that on or before October 1, 1999, the debtor, Paragon trade
Brands, inc. or the law firm, Paul, Weiss, Rifkand, Wharton &
Garrison may file legal memoranda which set forth support for the
contention that representation by the firm of debtor and
wellspring does not present a disqualifying conflict of interest.  
No further payments will be made to the firm until further order
of the court.


PENN TRAFFIC: Stock To Trade Again
----------------------------------
Penn Traffic Co. has been approved to list its common stock on
the Nasdaq Stock Market. The Syracuse, N.Y.-based grocer, which
operates supermarkets under the Bi-Lo and Big Bear names, was
delisted from the New York Stock Exchange in October after it
posted losses for several quarters. In June, the company emerged
from Chapter 11 bankruptcy protection. Its stock will trade under
the symbol "PNFT."


PLOOF TRUCK LINES: Files Chapter 11
-----------------------------------
FLORIDA TIMES-UNION reported on September 11, 1999 that
Jacksonville, Fla.-based trucking company, Ploof Truck Lines
filed for Chapter 11 bankruptcy protection yesterday and said it
was for sale. Now buyers are circling.

The company listed assets of $ 16.7 million and debts of $ 19.3
million. Ploof said it has about 600 employees and operators at
its terminals in Florida, Alabama, Georgia, North Carolina, Texas
and Virginia.

In the filing, Ploof chairman and chief executive Dan Copeland
said he planned to sell the company to AlphaCorp Holdings Ltd., a
Toronto company that specializes in turning around distressed
businesses.

In a statement, Copeland said that "with the sale and the
assumption of existing debt, Ploof expects to pay all its
creditors in full." However, he said "AlphaCorp's agreement is
subject to the completion of the financing arrangements, its
inspection of Ploof's operations and documentation."

Also, the sale is subject "to potential higher and more favorable
offers," he said. Those may come quickly.

Dave Penland, owner of Cypress Truck Lines of Jacksonville, said
yesterday he planned to bid.

"Although we might not match the Canadians' offer to pay
everybody in full, as a local, profitable trucking company, we
can close the purchase and provide for the employees," Penland
said.

"The creditors might prefer an all-cash, guaranteed offer for a
lower price," said his lawyer, Gardner Davis.

Copeland declined to discuss reasons for Ploof's problems.

However his lawyer, Stephen D. Busey, said "Ploof has recently
had cash-flow difficulties, principally as a result of material
casualty losses for which the company was self-insured."


PRINCETON HOSPITAL: Order Grants Extension of Exclusivity
---------------------------------------------------------
The US Bankruptcy Court for the Middle District of Florida,
Orlando Division entered an order on September 7, 1999 extending
the debtor's exclusive period through and including August
31,1999.  The debtor's acceptance period is extended through and
including the date of the confirmation hearing in the case.


PROTEAM.COM: Too Big Too Fast
-----------------------------
THE RECORD (NEW JERSEY)reports on September 17, 1999 that
in a 1997 survey of New Jersey companies that received venture
capital, the catalog direct marketer Genesis Direct topped the
list with $ 72 million.

A year earlier, the Secaucus company received $ 65 million.
Investors included a General Electric pension fund, First Union
Capital Partners, and the Soros Foundation, named after
billionaire George Soros.

Last month Genesis Direct, which now does business as
Proteam.com, filed for Chapter 11 bankruptcy protection. More
than a third of salaried employees lost their jobs this year. The
company's common stock was suspended from trading this summer
after it became almost worthless.

In August 1998, Genesis Direct bought Carol Wright Gifts from the
cable giant Cox Enterprises for 2.7 million shares of stock. Five
days later, Genesis Direct acquired The Edge Co., a catalog of
high-tech gifts for men, for $ 21 million in cash, debt, and
stock.  Today, Cox is the single largest creditor in the Genesis
Direct bankruptcy. The Atlanta-based Cox is owed $ 26.5 million,
according to the bankruptcy filings.

"The company grew too much, too quickly," said George Mollo, a
former Genesis Direct vice president. Mollo joined the company in
July 1997 and left last year.

The first signs of serious trouble appeared late last fall when
the company released second-quarter financial results. The number
of catalogs acquired with debt, cash, and stock had gotten out of
hand, observers said. Holiday sales were falling below
expectations.

Investors lined up for Genesis Direct when it had an initial
public offering in May 1998.  Early this year, Genesis Direct's
full-scale retreat from many of its catalogs was under way. The
company laid off 30 percent of its staff, took a reorganization
charge of $ 5 million to $ 10 million, and began dumping lines. A
mammoth, 500,000-square-foot warehouse in Memphis was sold to
Toys "R" Us for $ 30 million.

First Union filed public documents to sell more than 1 million
shares of Genesis Direct common stock; the CIT Group of
Livingston filed to sell 361,600 shares; the private investment
group SSM Venture Partners made plans to sell 230,000 shares. The
share price plunged from $ 10 in January to roughly $ 4 in
late February.

Today the shares are nearly worthless.

This week, an attorney said the company secured a revolving line
of credit from the CIT Group, which will allow Genesis Direct to
maintain operations during the bankruptcy. He said that a plan
would hopefully be filed in the next few months.


RENAISSANCE COSMETICS: Replies To Houbigant Motion
--------------------------------------------------
The Official Committee of Unsecured Creditors of Renaissance
Cosmetics Inc. replies to the motion of Houbigant, Inc. for an
order compelling Renaissance to comply with the orders of the
sale of the debtor's assets. The Committee states that the
Houbigant settlement was not contingent and the parties did not
agree to a full and complete report of the Houbigant inventory.  
However, the Committee supports a prompt resolution of the issue
of whether the Houbigant inventory now in the possession of New
Dana is substantially conforming.   The Committee states that it
is prepared to assist New Dana with the factual issues relating
to the underlying dispute with Houbigant, "but the estates should
not be held hostage waiting for the balance of the purchase price
until these issues are resolved.


RIGCO NORTH AMERICA: US Trustee Objects To Akin, Gump as Counsel
----------------------------------------------------------------
The US Trustee in the case of RIGCO North America, LLC and its
affiliates states that the law firm Akin Gump is not
disinterested because it holds a pre-petition claim, and
therefore should not be counsel to the debtors..  The US Trustee
also objects to Akin Gump stating that the firm failed to comply
with the disclosure requirements.
"Large or unusual payments by a debtor to its counsel within the
preference period are relevant to a conflicts analysis and to a
bankruptcy court's determination about the propriety of
employment."

The US Trustee also states that certain partners, associates and
counsel of Akin Gump represent entities and individuals that are
either equity security holders, creditors and affiliates of the
debtors in matters unrelated to these cases.  In particular, the
US Trustee objects to the employment of the firm due to
connections with Tatham Investment Corporation, a proposed
lender, and others.


SILCO: Files Bankruptcy After Former Employee Gets Judgment
-----------------------------------------------------------
A Fresno vending machine company filed for protection from
creditors Tuesday after a former employee won a wrongful
termination lawsuit against the business.

The employee, Kenneth Frazel, was falsely accused of stealing
$ 21.55 and was arrested, placed in handcuffs and "paraded before
his co-workers," according to the lawsuit he filed against his
employer, Silco Corp.

Frazel alleged he was fired from his route-driving job after two
years for complaining about not being paid for working overtime.
He filed the lawsuit in April 1998, one year after being fired.
This week, a Fresno jury awarded him damages totaling more than
$ 500,000.

"The jury was 12-0 on every single thing in the complaint," said
Frazel's lawyer, William J. Smith.

The initial lawsuit, which alleged defamation, false imprisonment
and other allegations, claimed that Silco officials accused him
of stealing $ 21.55 from vending machines. That was lowered to
$ 6.65 during depositions, Smith said. In the end, the district
attorney dropped the theft charge for lack of evidence, he
said.

But Frazel lost his $ 12-to-$ 13-per-hour job with Silco and now
makes about $ 6 per hour at a local supermarket.

Silco officials said they were disappointed by the verdict.

"This was an extremely discouraging and disconcerting result for
the company, particularly given what the company believed was
strong evidence supporting its action," Silco officials said in a
statement. Silco's lawyer, Bill McLaughlin, said the company will
file motions challenging the verdict.

The Chapter 11 reorganization petition was filed to allow the
company to continue uninterrupted. "Suddenly having that type of
obligation could potentially pose problems," said McLaughlin.

Silco listed assets of $ 927,000 and debts of $ 1.5 million in
its bankruptcy petition, which was filed in federal court in
Fresno. Frazel was listed as the second-largest unsecured
creditor, behind Elliott Silverstein, a company principal and La
Jolla resident.

Silco, in business since 1920, has 34 employees in Fresno, many
of whom have more than 20 years with the company. Officials said
no employees will be laid off as a result of the bankruptcy
filing.  Silco's service area extends from Porterville to
Firebaugh.


SINGER THAILAND: Claims It is Unaffected By Bankruptcy
------------------------------------------------------
The Nation (Thailand) reports on September 17, 1999, that Singer
Thailand Co Ltd, the household electrical goods maker, said
it would not be adversely affected by parent firm Singer Co's
decision to file for Chapter 11 bankruptcy protection.

Singer Thailand said in a statement to the Stock Exchange of
Thailand: "The management of the company recognises that the
present adverse visibility of the Singer name is not a positive
factor but it is unavoidable.

"We also believe that the actions initiated by the Singer Co will
not have any adverse impact on our customers, employees,
suppliers and shareholders," it said. Latest available statistics
said Singer Co owned about 48 per cent of Singer Thailand.
Paitoon Sukhanaphorn, financial control manager of Singer
Thailand, said that the problem of US-based Singer NV will not
hit Thai operations as a major shareholder in Singer Thailand is
the Netherlands operation, Singer BV.

In terms of shareholder structure, the Thai firm has no direct
relation to the US operation. The Thai company is now able to
operate and finance itself without any support from foreign
partners.   Singer Co blamed the economic downturn in Asia, where
many garment industries depended on Singer equipment, and the
troubles of its German subsidiary, G M Pfaff AG, for its move in
initiating bankruptcy proceedings.

It said an agreement in principle had been reached with a lender
for debtor-in-possession financing to fund operations during its
restructuring. The company expects to present the financing
package to the US Bankruptcy Court in New York this week.

Singer Thailand shares closed down 5.50 baht at 69.50 on
Wednesday.

Paitoon said that Singer US planned to sell non-profit making
subsidiaries.  However, the Thai subsidiary is one of the
company's active operations, which recorded total sales of more
than Bt2 billion and net income of Bt44 million in the first half
of 1999. The Thai division has now more than 300 retail shops
nationwide of which 70-80 are owned by the company and the rest
rented. It employs more than 3,000 sales representatives.

Singer said it lost US$26.7 million or 55 cents per share on
sales of $254.5 million in the first quarter ended March 31,
compared with a loss of $15.5 million, or 33 cents per share, on
sales of $312 million in the year-ago period. In the second
quarter, Singer lost $18.6 million, or 39 cents a share, on
sales of $246 million compared with a loss of $2.3 million, or 7
cents per share, on $311.6 million in sales for the period ended
June 30. Singer said that despite balance sheet improvements, the
company's liquidity position remained extremely tight.


TALK AMERICA INC: Seeks Extension of Exclusivity
------------------------------------------------
The debtor, Talk America, Inc., seeks an order granting a sixty
day extension of the exclusive period for the debtor to file a
plan and a sixty day extension of the exclusive period for the
debtor to gain acceptance of a plan by each impaired class of
claims or interests.

The debtor claims that a sale seems imminent, and additional time
is needed to negotiate the plan terms. The debtor is in active
negotiations with two different potential purchasers for the
purchase of the call center assets.  The debtor expects such
negotiations to result in an asset purchase agreement with one of
such parties within the next 10 days.

The debtor claims that its financial condition has stabilized for
the moment and that the debtor is addressing current liabilities
in line with its projections.  The debtor also asserts that a
sale in the very near future is required.

The debtor seeks an extension to file its plan and Disclosure
statement to November 8, 1999 and an extension of the exclusive
period for the debtor to gain the acceptance of a plan by each
class of impaired claims or interests to January 7, 2000.


THORN APPLE VALLEY: Pension Funding Yet Undetermined
--------------------------------------------------------------
Crain's Detroit Business reports on September 13, 1999 that
although Thorn Apple Valley Inc.'s bankruptcy sale to IBP Inc. is
closed, some executives and attorneys still are tying up loose
ends in the bankruptcy case.

The amount needed to cover disbursement costs in the company's
four pension plans has yet to be resolved. Both sides also agreed
to cut the purchase price from $115 million to $110 million after
IBP said it needed to do ''wide-ranging'' environmental cleanup
at the former Thorn Apple Valley plants.

The federal Pension Benefit Guaranty Corp. filed an objection to
Thorn Apple Valley's disclosure statement in U.S. Bankruptcy
Court in Detroit, where the former Southfield-based Thorn Apple
Valley filed for voluntary Chapter 11 in March.
   
Thorn Apple Valley retirees and the 2,800 employees covered by
the plan will continue to receive payments because the pensions
are federally guaranteed. Thorn Apple Valley's unionized
employees are negotiating new contracts with IBP, said Gary
Mickelson, manager of communications for the Dakota Dunes, S.D.-
based meatpacker.

Judy Calton, Thorn Apple Valley's lead bankruptcy attorney, said
the omission was an oversight and that the liquidated company
plans to terminate the pensions according to law. Calton, an
attorney with the Detroit law form of Honigman Miller Schwartz
and Cohn, said the federal agency has said $361,000 is needed to
cover current disbursements.

The $5 million reduction in the sale price was negotiated at the
last minute before the sale closed Aug. 25. IBP's Mickelson said
the company found it would have to spend about $5 million to
cover environmental cleanup at the five plants it bought from
Thorn Apple. He would not specify what the problems are.

IBP bought Thorn Apple Valley's plants in Detroit; Grand Rapids;
Ponca City, Okla.; Forrest City, Ark.; and Holly Ridge, N.C. It's
operating Thorn Apple Valley as a subsidiary and is keeping its
brands, Mickelson said. IBP also is continuing the lease on Thorn
Apple Valley's former headquarters in Southfield.

Senior executives have been offered consulting contracts, but
Executive Vice President Louis Glazier said most senior managers
were moving on.  Under terms of the sale agreement, an executive
who voluntarily declines employment receives no compensation.
  

TRANSTEXAS GAS: Bondholders Object To Hearing Continuance
---------------------------------------------------------
The Bondholder Lenders and the unofficial Bondholder Committee of
the  debtors, TransTexas Gas Corporation, et al. object to any
continuance of the Disclosure Statement Hearing. They say, "The
Subdebt Committee's latest motion for a 90 day continuance of the
Disclosure Statement Hearing is just another example of its delay
tactics to gain nonexistent negotiating leverage and to distract
this court and the other parties in interest in these cases from
proceeding with timely confirmation of the plans.  This court
should not sanction the Subdebt Committee's self-interested
machinations designed solely to derail the debtor's efforts to
emerge from Chapter 11..."

The Bondholders state that the Committee's assertion that it will
be unduly prejudiced is absurd since the Subdebt Trustee has been
involved in the cases since their inception, and there is
adequate information to understand the plan. The DIP order
requires confirmation of the plan in an expeditions manner, and
the Bondholders argue that this is merely a stall tactic on the
part of the Subdebt Committee, and a subterfuge for the
Committee's objection to the plans.


TRANSTEXAS GAS: Mineral Property Holders
----------------------------------------
The mineral property holders of the debtor seek reconsideration
of the court's order to deny appointment of a Mineral Property
Holders Committee. The mineral property owners state that the US
Trustee appointed a Bondholder's Committee to represent the
holders of $115, million in senior subordinated notes, but
opposed a Mineral Property Holders Committee, which they deemed
inconsistent.   The mineral property owners point out that they
are involuntary lenders to the debtor, many of who never entered
into a contractual relationship with the debtor, are numerous in
number, and are often unsophisticated and incapable of protecting
their rights.


TRISM: Files Pre-packaged Chapter 11
------------------------------------
TRISM Inc. and nine affiliates filed a pre-packaged chapter 11
yesterday in the District of Delaware, but full details are not
available, as the bankruptcy court closed due to Hurricane
Floyd, according to a newswire report. Controller David Harris
said that the company did not have the funds needed to service
its debt and that it would not be able to repay the notes in
December 2000. "So we took the proactive approach to restructure
the bonds through a pre-arranged plan," he said. The debt
restructuring agreement calls for converting $86.2 million
of 10.75 percent senior subordinated notes due Dec. 15, 2000 to
$30 million in new notes at 12 percent due Dec. 15, 2004. TRISM
failed to meet a June 15 interest payment deadline, and in
August, the company's stock was delisted from NASDAQ. TRISM
specializes in transporting heavyweight, over-dimension,
environmental and secured materials worldwide. (ABI 17-Sep-99)


USCI INC: Reports Net Loss of $3.3M For Six Months
--------------------------------------------------
USCI Inc.'s total revenues for the six months ended June 30,
1999, consisting primarily of subscriber sales, were $9,923,425
as compared to $21,302,934 for the six months ended June
30, 1998.  Total revenues for the three months ended June
30, 1999, consisting primarily of subscriber sales, were
$4,126,023 as compared to $12,124,878 for the three months
ended June 30, 1998.  The decreased revenues for the 1999
six months and the 1999 quarter are said by the company to
be attributable to a net decline in its subscriber base.
Between January 1, 1999 and June 30, 1999, USCI did not add
any new subscribers and its active cellular subscriber base
was reduced from approximately 60,000 to approximately 33,000.

The company incurred net losses of $3,308,366 and $21,507,868
for the 1999 six months and the 1998 six months, respectively,
and $1,362,906 and $9,949,179 for the 1999 quarter and the
1998 quarter, respectively.

The company states that it has experienced and will continue
to experience significant operating and net losses and negative
cash flow from operations.


VENCOR: Cleary Gottlieb Approved As Lead Counsel
------------------------------------------------
Judge Walrath Approved the Debtors' Application to employ New
York-based Cleary, Gottlieb, Steen & Hamilton as its lead counsel
in these chapter 11 cases.  Specifically, Cleary Gottlieb will:

(a) provide advice to the Debtors with respect to their powers
and duties as debtors in possession in the continued operation of
their businesses and the management of their properties;

(b) take all necessary or appropriate action to protect and
preserve the Debtors' estates, including prosecuting actions on
the Debtors' behalf, defending any actions commenced against the
Debtors, conducting negotiations concerning litigation in which
the Debtors are involved, and filing and prosecuting objections
to claims filed against the Debtors' estates;

(c) prepare on behalf of the Debtors, applications, motions,
answers, orders, reports, memoranda of law and papers in
connection with the administration of the Debtors' estates
herein;

(d) represent the Debtors in negotiations with Ventas regarding
possible corporate restructurings of Vencor and Ventas;

(e) represent the Debtors in negotiations with all other
creditors and equity holders of the Debtors, including
governmental agencies, along with Reed Smith Shaw & McClay,
concerning their claims and interests;

(f) represent the Debtors in negotiations regarding possible
dispositions of some or all of their assets;

(g) negotiate and prepare on behalf of the Debtors one or more
plans of reorganization and all related documents; and

(h) perform other necessary or appropriate legal services in
connection with these chapter 11 cases.

The Debtors indicate that they contacted Cleary Gottlieb in March
for restructuring advice and counsel; that bill totaled
$4,018,262.33 and the Firm continues to hold a $728,600 retainer.  
Cleary Gottlieb will bill the Debtors at its customary hourly
rates for bankruptcy services:

Partners $475 - $535
Special Counsel $445 - $490
Associates $175 - $400
Law Clerks/Summer Associates $125 - $160
Managing Attorneys $320 - $400
Paralegals/Managing Attorney $ 95 - $150

(VENCOR Bankruptcy News Issue 2; Bankruptcy Creditors' Service
Inc.)


VENCOR: Motion For Approval of $100 Million DIP Financing
---------------------------------------------------------
Prior to the Petition Date, Vencor and its debtor and non-debtor
affiliates funded their day-to-day working capital needs from a
$1,000,000,000 Credit Facility.  That pre-petition credit
facility granted the Prepetition Lenders liens on much of the
Debtors' property.  At the Petition Date, the Debtors admit the
outstanding balance under the Prepetition Facility totals
$520,176,612.89, including:

       $ 55,000,000 under the Revolving Credit Facility
        225,013,972 under the Five-Year Term Loan
        226,885,843 under the Seven-Year Term Loan

Morgan Guaranty Trust Company of New York, as Arranger,
Collateral Agent and Administrative Agent, acting for a
consortium of DIP Lenders:

          * Ableco Finance, Inc.
          * Appaloosa Investment Limited Partnership
          * Bankers Trust Company
          * The Chase Manhattan Bank
          * Goldman Sachs Credit Partners, L.P.
          * Paribas
          * Van Kampen Prime Rate Income Trust

agree to provide the Debtors with up $100,000,000 of new
financing in exchange for replacement liens to adequately protect
and secure all Prepetition Loans and superpriority claim status
for all Postpetition Loans pursuant to 11 U.S.C. Sec. 364.  

The Debtors say their "need for access to the Cash Collateral and
the DIP Financing is immediate," to preserve their businesses and
continue operations.  

The DIP Facility, with Judge Walsh's interim approval at the
First Day Hearing, provides Vencor, on an interim basis through
the time of a Final Hearing, with access to up to $45,000,000 to
be used to fund shortfalls under a Cash Plan provided by the
Debtors to the DIP Lenders:

                                 VENCOR, INC.
                                  Cash Plan
                    September 13 through October 25, 1999

          Projected Receipts

             Facility Receipts                 $236,300,000
             Agency Receipts                    118,200,000
             PIP Receipts                        48,000,000
                                           -----------------
                Subtotal Receipts              $402,500,000
                                           -----------------
          Projected Disbursements

             Accounts Payable                   199,200,000
             Ventas                              30,400,000
             PIP Settlement                       1,500,000
             Payroll                            124,500,000
             Taxes                               53,900,000
             VEBA Funding                         7,000,000
             Vendor Deposits                     15,700,000
             Restructuring Costs                  4,700,000
                                           -----------------
                Subtotal Uses of Cash          $436,900,000
                                           -----------------
             Cumulative Net Cash Flow          ($34,400,000)
                                           =================

The DIP Facility provides the Debtors with access to credit in
two tranches:

1. Tranche A Loans of up to $75,000,000 (including an L/C
Subfacility providing for the issuance of up to $15,000,000 of
letters of credit); and

2. Tranche B Loans of up to $25,000,000.

Payments by the Debtors are applied against Tranche A Loans
before they are applied to Tranche B Loans.  

Aggregate borrowings are limited by the imposition of a Borrowing
Base:

          Calendar Month              Borrowing Base
          --------------              --------------
          September 1999               $45,000,000
          October 1999                  65,000,000
          November 1999                 70,000,000
          December 1999                 75,000,000
          January 2000                  75,000,000
          February 2000                 75,000,000

The DIP Facility will mature at the earliest of:

a. the Stated Maturity Date, which is March [1], 2000;

b. substantial consummation of a plan or plans of reorganization
in the Debtors' chapter 11 cases, which for purposes of the Loan
Agreement will be no later than the effective date of such plan;

c. expiration of the Debtors' exclusive period to propose a plan
of reorganization; and

d. the date of any sale of substantially all of the Debtors'
assets.

The Debtors' borrowings under the DIP Credit Agreement will be
secured by perfected first priority liens.  The DIP obligations
will constitute allowed superpriority administrative expense
claims in the Debtors' bankruptcy cases.  The Lenders consent to
a $2,000,000 Carve-Out from their liens for payment of
professional fees and fees of the United States trustee.  
Additionally, the Lenders are granted replacement liens to
secure all prepetition indebtedness.

Tranche A Loans accrue interest at the Base Rate (Morgan
Guaranty's Prime Rate plus 0.50%) plus 2.50%.  Tranche B Loans
accrue interest at the Base Rate plus 4.50%.  In the event of a
default, the interest rate increases by 2% per annum above the
then applicable rate.  

The Debtors will pay a $2,000,000 Closing Date Facility Fee and a
$1,000,000 Arrangement Fee up front.  Morgan Guaranty's annual
Administrative Agent Fee will be $15,000.  The Debtors will pay a
0.50% per annum Commitment Fee on account of all amounts not
borrowed.  The Debtors will also pay a $500,000 Termination Fee
to the Lenders.

The DIP Facility contemplates that a Lender can assign its claim
to any Eligible Assignee having unimpaired capital surplus of not
less than $100,000,000.  

Section 5.10 of the DIP Credit Agreement requires that the
Debtors file a Motion for (i) confirmation and consummation of a
joint plan of reorganization or (ii) a sale of substantially all
of their assets no later than December 13, 1999, to prevent an
event of default.  

The Debtors agree that Consolidated EBITDAR, calculated on a
cumulative basis from September 1, 1999, shall be no less than:

             Month Ending          Minimum Cumulative EBITDAR
             ------------          --------------------------
          September 30, 1999               $19,000,000
          October 31, 1999                  45,000,000
          November 30, 1999                 74,000,000
          December 31, 1999                106,000,000
          January 31, 2000                 140,000,000
          February 29, 2000                175,000,000
    
Capital Expenditures shall be limited, on a cumulative basis from
September 1, 1999, to:

             Month Ending          Maximum Cumulative CapEx
             ------------          ------------------------
          September 30, 1999               $15,000,000
          October 31, 1999                  30,000,000
          November 30, 1999                 45,000,000
          December 31, 1999                 60,000,000
          January 31, 2000                  65,000,000
          February 29, 2000                 70,000,000

The CapEx covenant excludes the Debtors' contemplated purchase
and nearly-immediate sale of a Cessna Citation Excel 560XL
aircraft.  

Operationally, the Debtors covenant that their Nursing Home
Census will not fall below 30,000 and that their Hospital Census
will not fall below:

             Month                Minimum Daily Hospital Census
             -----                -----------------------------
          September 1999                      2,400
          October 1999                        2,450
          November 1999                       2,500
          December 1999                       2,500
          January 2000                        2,550
          February 2000                       2,650

Additionally, the Debtors covenant with the DIP Lenders that rent
payments to Ventas will not exceed $15,150,000 in any month.  
Further, any default under or termination of the Ventas
Stipulation will constitute a cross-default under the DIP
Facility.  

In connection with seeking approval of the DIP Facility, the
Debtors admit that the Prepetition Lenders hold valid, perfected
and enforceable liens securing all Prepetition Indebtedness.  
Judge Walsh's Interim DIP Financing Order reserves the right for
the Creditors' Committee, once appointed, to investigate and
analyze the validity, extent and priority of the Lenders' liens
and file an adversary proceeding to avoid such liens no
later than 60 days following appointment of the Committee
(subject to a further 30-day extension for cause).  Inaction by
the Committee will be binding on any subsequent chapter 7
trustee.  Although requested by the Debtors and the DIP Lenders,
Judge Walsh rejected the proposal to cap the Committee's
professional fees for investigation and analysis of the
Lenders' liens.  

Joel B. Zweibel, Esq., of O'Melveny & Myers LLP serves as counsel
to the DIP Lenders; Karen Wagner, Esq., of Davis Polk & Wardwell
represents Morgan Guaranty Trust Company of New York. (VENCOR
Bankruptcy News Issue 2; Bankruptcy Creditors' Service Inc.)


VENCOR: With An Industry Watching
---------------------------------
This week, Vencor received a court's permission to receive $100
million in debtor-in-possession financing from Morgan Guaranty
Trust Co. Ventas agreed to reduce rent for Vencor, and a
preliminary reorganization plan was disclosed.

Under the plan, lenders would receive $320 million of the
remaining $420 million in loans extended and a 56% equity stake
in the company. Bondholders are to receive a 29% equity stake,
according to details released by Ventas. Banks are to receive 76%
of the loan's face value -- a premium to the 70% being paid in
the secondary market -- and a controlling stake in the company.

Creditors are watching the settlement of a law suit against the
company by the U.S. government. In 1998, Vencor was accused of
Medicare fraud.
                                                         
                  **********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com 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.  


       * * * End of Transmission * * *