TCR_Public/990921.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
       Tuesday, September 21, 1999, Vol. 3, No. 182                                              
                             
                   Headlines

AAMES FINANCIAL: Annual Meeting Adjourns For Voter Response
AHERF: Attorney Makes Statement For Gumberg
AMEDISYS: Sells Two Outpatient Surgery Centers
AMPACE CORP: Committee Seeks To Adjourn Hearing
APS: Fourth Motion To Extend Time To Assume & Reject Leases

APS: Motions To Sell Properties
BROTHERS GOURMET: Brummer Objects To Extension of Exclusivity
COSTILLA ENERGY: Reports Filing of Chapter 11 Bankruptcy to SEC
COSTILLA ENERGY: Loses Court Battle/Sizeable Judgment
CROWN BOOKS: Seeks Order Approving Retention of Grant Thornton

DISCOVERY ZONE: Applies To Employ Keen Realty
EAGLE GEOPHYSICAL: Fails To Make Interest Payment On Senior Notes
FILENE'S BASEMENT: Wins Final Okay for $135 Million DIP Loan
GENESIS HEALTH VENTURES: Seeks To Increase Authorized Shares
GENEVA STEEL: Applies To Employ Fenwick & West as Special Counsel

HARNISCHFEGER: First Motion For Extension of Exclusivity
HARNISCHFEGER: Beloit To Close Two Plants; Union Kicks Tires
INCOMNET INC: Taps Klee, Tuchin & Bogdanoff
IONICA: Files Complaint Against Parent Group
JUST FOR FEET: Delays Filing Financial Reports With SEC

LEVITZ: Seeks Approval of 13th DIP Facility Amendment
LOEHMANNS INC: Seeks To Extend Exclusive Periods
MERRY-GO-ROUND: Employees Sell Priority Claims at 50% Discount
OAHU CONSTRUCTION: Files Chapter 11  
PERK DEVELOPMENT: Entry of Order Confirming Plan of Liquidation

PHP HEALTHCARE: Seeks Authority To Abandon Stock Interest
PROTEAM.COM: Common Stock De-Listed
RECYCLING INDUSTRIES: Order Authorizes Severance Program
RENAISSANCE COSMETICS: Committee Replies To DPC's Objections
RIGCO NORTH AMERICA: Withdraws Motion For DIP Financing

STUART ENTERTAINMENT: No objection to Counsel/Financial Advisor
VENCOR: Reports Filing For Bankruptcy Protection To SEC
VENCOR:  Court Issues First Day Orders/Approves Stipulation
VENCOR:  To Honor Pre-Petition Patient Obligations
WESTSTAR HOLDINGS: Files Chapter 11  

Meetings, Conferences and Seminars

                  **********

AAMES FINANCIAL: Annual Meeting Adjourns For Voter Response
-----------------------------------------------------------
The annual meeting of stockholders of Aames Financial
Corporation, which was convened on September 13, 1999, has been
adjourned to Friday, September 24, 1999, in order to provide
stockholders with additional time to vote their shares with
respect to proposal number One. This proposal, if approved, would
increase the number of authorized shares of the company's
common stock. All business other than the vote on proposal number
One was concluded at the meeting on September 13, 1999.

The company reports that the overwhelming number of the votes
received to date have been in favor of proposal number One.
However, brokers cannot vote their customer's shares on this
issue without specific instructions from their clients. The
company feels that many stockholders assume their broker will
vote their shares for them, and therefore the total vote on
this one issue is less than a majority. The affirmative vote of a
majority of the votes entitled to be cast by the holders of all
outstanding shares of common stock, voting together as a class,
is required for the adoption of proposal number One.  Aames
cautions that if the stockholders do not approve the common stock
proposal:  The company will not be able to complete its pending
rights offering; the dividend rate on the company's outstanding
Series B and Series C Convertible Preferred Stock will increase
from 6.5% to 15% per annum; the Series B and Series C Convertible
Preferred Stock will continue to be able to participate in
dividends and rights in liquidation on an as converted basis with
holders of the common stock in any remaining assets after the
liquidation preference is paid on the Series B and Series C
Convertible Preferred Stock.


AHERF: Attorney Makes Statement For Gumberg
-------------------------------------------
David H. Ehrenwerth, attorney for Ira Gumberg, issued the
following statement in response to the complaint filed by the
AHERF bankruptcy trustee against Mellon Bank:

"The trustee's allegation -- based on nothing but unfounded
surmise --that Ira Gumberg played a role in any demand that AHERF
repay its loan or in AHERF's decision to make the repayment is
absolutely false.  He knew nothing about any demand for repayment
or about AHERF's repayment of the loan until after the repayment
had been made.  That will be clear when all the facts are known,
and, until such time, Mr. Gumberg will have no further comment."


AMEDISYS: Sells Two Outpatient Surgery Centers
---------------------------------------------
Effective September 1, 1999, Amedisys, Inc., by an asset purchase
agreement, sold certain assets, subject to the assumption of
certain liabilities, of its wholly-owned subsidiary, Amedisys
Surgery Centers, L.C., to United Surgical Partners International,
Inc.  The assets and liabilities sold related to two free-
standing outpatient surgery centers operated by Amedisys Surgery
Centers,  Amedisys Surgery Center of Pasadena and Amedisys
Surgery Center of South Houston. The assets of the Surgery
Centers will be acquired by two Texas Limited Partnerships
organized by United Surgical Partners and its wholly-owned
subsidiaries.

In consideration for the assets of the Surgery Centers, Amedisys
Surgery Centers received $11,000,000. At closing, $10,562,000 was
payable immediately to Amedisys Surgery Centers with a three-
month $300,000 note receivable due, payable in monthly
installments of $100,000 plus interest at an effective interest
rate of 10%. In addition to cash considerations, United Surgical
Partners agreed to pay off certain creditors of Amedisys
Surgery Cemters for debts related to the Surgery Centers of
$1,101,083. Subject to certain exceptions, the assets sold
consisted primarily of $60,000 cash; all accounts and notes
receivable; inventory; prepaid items; land; equipment, surgical
instruments, furniture, fixtures, and leasehold
improvements; office supplies; records and files; transferable
governmental licenses, permits, and authorizations; trade names,
goodwill, computer software, and operating rights; and rights in,
to and under specified licenses, contracts, leases, and
agreements. The liabilities being assumed by United Surgical
Partners include, subject to certain exclusions, the
current liabilities of Amedisys Surgery Centers and the
obligations and liabilities under certain leases and contracts
arising on or after September 1, 1999.


AMPACE CORP: Committee Seeks To Adjourn Hearing
-----------------------------------------------
The Official Committee of Unsecured Creditors of Ampace
Corporation and Ampace Freightlines, Inc. seek to adjourn the
hearing to consider the adequacy of the debtor's amended
Disclosure Statement.  The Committee and potential investors seek
to conduct necessary due diligence on an expedited basis in
connection with the promulgation of an alternative transaction
for the debtors. The Committee states, "as rare as a "smoking
gun" is in Chapter 11, this is it."   The Committee states that
the debtors failed to disclosure the competing plan proposal, and
the investors and the Committee urgently need a short item to
refresh the investors' past t due diligence, then to proceed on
an expedited basis with a Committee plan based on any new
resulting term sheet and resulting binding agreement.  The
Committee anticipates resistance from the debtors and therefore
moves the court to compel the needed due diligence.

The Committee claims that reasonable additional due diligence
must be afforded to the investors to update their prior
information; and that allowing the investors to conduct their due
diligence is in the he best interests of the estates.

The Committee asserts that the Disclosure Statement hearing
should be briefly adjourned to allow submission of the
alternative plan transaction.  


APS: Fourth Motion To Extend Time To Assume & Reject Leases
-----------------------------------------------------------
The Debtors are party to seven leases for which they believe
assumption and assignment for value is a better alternative than
outright rejection.  The Debtors have placed each property with a
broker to market their leasehold interests as widely as possible.  
By this Motion, the Debtors ask that the deadline by which they
must decide to assume and assign or reject these seven leases be
extended, pursuant to 11 U.S.C. Sec. 365(d)(4), through the
earlier of (i) confirmation of the Joint Plan and (ii) November
15, 1999.  


APS: Motions To Sell Properties
-------------------------------
Team Hi-Dust 4x4, Inc., offers $213,000 to purchase all of the
Debtors' interests in property at a location to be disclosed in
Norfolk, Virginia.  The Debtors marketed the Property through
Virginia Commercial Real Estate Services; those marketing efforts
generated only one expression of interest in the Norfolk
Property.  Accordingly, the Debtors seek the Court's authority,
pursuant to 11 U.S.C. Sec. 363, to sell the Norfolk Property to
Hi-Dust free and clear of all liens and pay VCRES a customary
percentage brokerage fee.  

Several expressions of interest in the Debtors' property located
at 718-730 West Allen Street in Allentown, Pennsylvania,
culminated in the Debtors' acceptance of a $50,000 cash offer
from Michael Turczyn, Sr., for the purchase of the Allentown
Property.  By this Motion, the Debtors seek the Court's authority
to consummate the sale and pay a brokerage fee to Hawley Realty,
Inc.

For $87,500 in cash, Kenneth D. Franks offers to purchase the
Debtors' interests in property located at 3225 Franklin in
Midland, Texas.  The Debtors have marketed the Midland Property
for months through Southwest Commercial Investments, Inc., and
Mr. Frank's is the highest and best offer received for the
Midland Property.  


BROTHERS GOURMET: Brummer Objects To Extension of Exclusivity
-------------------------------------------------------------
Craig Brummer, d/b/a Viva Cafe Company has negotiated for the
purchase of the debtors' interest in the P&G Supply Agreement,
referred to as the "Remaining Assets."

In the course of negotiations, Brummer was asked to share his
Business Pan in order to obtain P&G's and the Committee's support
for the transactions (for which the purchase price has been
raised by Brummer from $2 million to $5 million).  Brummer now
alleges that the debtors have decided to operate as a "private
label roaster," using Brummer's business plan as the debtor's
model.  Brummer alleges that there is no reason for this fourth
request for extension of exclusivity.  Notably, Brummer points
out that the debtor's plan, which has not yet been set for
hearing was a pure liquidation plan, and never reflected an
intent to continue as a going concern. Brummer points out that
the Remaining Assets continue to decrease in value as the delay
continues.  Brummer states that the exclusive period should be
terminated and Brummer should be allowed to file a plan of
reorganization that provides for the acquisition by Brummer of
the Remaining Assets with distributions to be paid to creditors
in accordance with the Bankruptcy Code.


COSTILLA ENERGY: Files Chapter 11 Bankruptcy
-------------------------------------------
On September 3, 1999, Costilla Energy, Inc. filed a petition for
relief under Chapter 11 of the United States Bankruptcy Code. The
case is pending in the United States Bankruptcy Court for the
Western District of Texas, Midland-Odessa Division. The company
remains in possession of its properties and in control of its
operations as a debtor-in-possession, and intends to file a plan
of reorganization as soon as practicable.


COSTILLA ENERGY: Loses Court Battle/Sizeable Judgment
-----------------------------------------------------
On August 18, 1999, a judgment was entered against Costilla
Energy Inc. and the other defendants in a lawsuit styled GNK,
Inc. v. Graham D. Williford, Carl Ed Williford, Harriette
Williford-Whatley, Homer Paul Bonner, in his capacity as Trustee
of Eric Wayne Wilson Trust No. 1 and the Hariette-Williford-
Whatley 1987 Trust and Costilla Energy, Inc., in the
District Court of Freestone County, Texas, 87th Judicial
District. All of the defendants were found jointly and severally
liable for actual damages in a total amount of $562,248.36. In
addition, Costilla Energy was also found liable for additional
actual damages of $2.00 and exemplary damages in the sum of
$5,000,000. The company anticipates that it will appeal this
judgment.

Two days prior to the judgment, on August 16, 1999, the company
received notice from the Nasdaq Stock market that its common
stock would no longer be listed on the Nasdaq National Market.


CROWN BOOKS: Seeks Order Approving Retention of Grant Thornton
--------------------------------------------------------------
The debtors, Crown Books Corporation and its affiliates seek an
order approving the retention of Grant Thornton, LLP as their
special auditors.  The debtors require the assistance of the firm
to audit the current year end balance sheet of Crown Books
Corporation and the related statements of earnings , retained
earnings and cash flows for the period then ended. Grant will
also assist the company in the preparation of its Form 10-K, and
its Form 10-Q for each quarter of the fiscal year once SEC re-
registration has been completed.  Total fees for the services
described are estimated to be $171,500.


DISCOVERY ZONE: Applies To Employ Keen Realty
----------------------------------------------
The debtors, Discovery Zone, Inc. and its affiliates seek
authority to em ploy Keen Realty Consultants, Inc. as special
real estate consultant.

The debtor requires the services of real estate consulting firm t
sell, reject or otherwise dispose of the leases in the Chapter 11
cases.  Following entry of the sale order and the cessation of
business operations, the debtors lack sufficient staff to address
the issues and difficulties that will be encountered in
attempting to quickly and efficiently dispose of their property.

To obtain the highest and best prices for the property and
minimize claims asserted against their estates, the debtors need
the assistance of Keen, whose officers and senior staff will
actively assist the debtors in maximizing the value of their
property.


EAGLE GEOPHYSICAL: Fails To Make Interest Payment On Senior Notes
-----------------------------------------------------------------
Eagle Geophysical, Inc. announces that it has not made the
interest payment on its $100 million 10 3/4% Senior Notes due
2008 within the 60 day grace period for the payment. This semi-
annual interest payment of $5,375,000 was due on July 15, 1999,
subject to a 60 day grace period. This grace period expired
September 13, 1999.

Eagle has retained the investment banking firm of CIBC World
Markets to serve as its financial advisor in connection with a
potential restructuring and recapitalization of the company.
Eagle is continuing its efforts to negotiate a debt restructuring
and/or recapitalization of the company, and hopes to announce the
results of its restructuring efforts within the next one to two
weeks.

The company provides onshore and offshore seismic data
acquisition services to the petroleum industry.


FILENE'S BASEMENT: Wins Final Okay for $135 Million DIP Loan
------------------------------------------------------------
Filene's Basement Inc., following a contested hearing Wednesday
before the U.S. Bankruptcy Court in Boston, won final approval of
its $135 million debtor-in-possession financing pact with
GE Capital Corp. and Paragon Capital LLC. U.S. Bankruptcy Judge
William Hillman (D.  Mass.) signed the order Thursday. Jay Indyke
of Kronish Lieb Weiner & Hellman LLP, counsel to Filene's
official committee of unsecured creditors, told Federal Filings
Business News  that the panel filed an objection to the proposed
DIP loan on Sept. 14, but most of the myriad  issues the panel
raised were resolved during the hearing. (ABI 20-Sept-99)


GENESIS HEALTH VENTURES: Seeks To Increase Authorized Shares
------------------------------------------------------------
GENESIS HEALTH VENTURES INC. is preparing a proxy statement to
send to its shareholders advising of a special meeting of
stockholders on a date yet to be announced.  The meeting is being
called to ask stockholder consideration and approval of an
amendment to Genesis' articles of incorporation increasing the
number of authorized shares of common stock from 60,000,000
to 200,000,000 shares and creating a class of non-voting common
stock.  The company will also be asking stockholders to approve,
in connection with the restructuring of the joint venture
relating to its ownership of The Multicare Companies, Inc. and in
accordance with the rules of The New York Stock Exchange, the
issuance of the following securities: 12.5 million shares of
voting common stock, warrants to purchase 2 million shares of
voting common stock, 24,369 shares of Series H Senior Convertible
Participating Cumulative Preferred Stock, which is initially
convertible into 27,850,590 shares of voting common stock, and
17,631 shares of Series I Senior Convertible Exchangeable
Participating Cumulative Preferred Stock, which is initially
convertible into 20,149,410 shares of non-voting common stock.

The transactions to which the securities proposed to be issued
relate are described in the company's proxy statement.  In
connection with the transactions described, in exchange for these
securities Genesis will receive, among other things, $50 million
in additional equity capital.

Only shareholders as of a record date yet to be announced, or
their duly appointed proxies, may attend the meeting. Seating
will be limited. The company states that admission to the meeting
will be on a first-come, first-served basis. Registration and
seating will begin at 9:30 a.m. on the day of the special meeting
and each shareholder may be asked to present valid picture
identification, such as a driver's license or passport. The
company will not permit cameras, recording devices and other
electronic devices at the meeting.


GENEVA STEEL: Applies To Employ Fenwick & West as Special Counsel
-----------------------------------------------------------------
The debtor, Geneva Steel, applies for an order approving the
employment of Fenwick & West LLP as special counsel to the debtor
on certain employment matters. Specifically the matters include
general employment counseling and a court complaint, and an EEOC
charge.  The professionals of the firm expected to work on the
case charge hourly rates as follows:

Partners $300-$500
Associates $175-300
Paralegals $60-150


HARNISCHFEGER: First Motion For Extension of Exclusivity
--------------------------------------------------------
To "avoid premature formulation of a chapter 11 plan of
reorganization" and to "ensure that the plan that is formulated
takes into account the interests of all of the Debtors, their
employees, their creditors and their estates," the Debtors ask
the Court, pursuant to 11 U.S.C. Sec. 1121(d), for an extension
of their exclusive period during which to file a plan of
reorganization through February 7, 2000, and a concomitant
extension o their exclusive period during which to solicit
acceptance of such plan through April 7, 2000.

The Debtors argue, in light of applicable case law, this
extension is warranted because (a) these cases are large and
complex, (b) the Debtors have demonstrated progress in the
chapter 11 proceedings thus far, and (c) the extension requested
will not harm creditors.  

"It is simply unrealistic," the Debtors say, "to expect that any
party --be it the Debtors or any other creditor or party in
interest -- would be in a position to formulate, promulgate and
build consensus around a reorganization plan any earlier than
February 7, 2000."  

"Apart from proceedings before [the] Court," the Debtors add,
they and their professionals "have been working arduously toward
a successful restructuring," meeting with domestic and
international bankers and Committee representatives to discuss
restructuring issues regarding not only the Debtors, but the
numerous non-Debtor foreign affiliates as well. Although
significant progress has been made, much work must still be done
to build a consensus for a plan with the relevant constituents
and to develop a cogent plan of reorganization.  (HARNISCHFEGER
Bankruptcy News Issue 11; Bankruptcy Creditors' Service Inc.)


HARNISCHFEGER: Beloit To Close Two Plants; Union Kicks Tires
------------------------------------------------------------
Citing a soft Asian market and light demand, Beloit announced it
will cut 350 factory jobs in Beloit, Wisconsin, and Rockton,
Illinois, by January 31, 2000, according to reports appearing in
the Milwaukee Business Journal and on newswires.  Beloit
currently employs 1,100 people and has laid off 500 to 600
workers in recent years.

According to the Business Journal, Beloit informed workers of the
move at a meeting the morning of September 8, 1999, quoting Mike
Hornby, a business representative for Machinists Lodge 1197.  The
Company is expected to shift production to plants in Poland and
Brazil, Hornby continued, adding that the Company will also
outsource the production of some parts to other manufacturers.  
Employees will continue to report to work until current orders
are filled, but new orders will be shifted to other Beloit
facilities, spokesman Peter E. Rosenberg told the Associated
Press.

Representatives of the International Association of Machinists
and Aerospace Workers say they contacted Harnischfeger in early
August about buying Beloit Corp. and Joy Manufacturing.  Steve
Sleigh, director of strategic resources at the union's
Washington-area offices, told the Milwaukee Journal Sentinel that
Harnischfeger's response has been "less than enthusiastic."  Mr.
Sliegh fears Harnischfeger may only be interested in selling the
entire company.

Not so, Robert Dangremond tells the Sentinel, stressing that the
company will consider all its options, including selling all or
part of the company.  Dangremond confirmed to the Sentinel that
he had talked with a representative of KPS Special Situations
Fund, the group working with the Machinists union.  However, he
said there had been no further contact. (HARNISCHFEGER Bankruptcy
News Issue 11; Bankruptcy Creditors' Service Inc.)


INCOMNET INC: Taps Klee, Tuchin & Bogdanoff
-------------------------------------------
The US Bankruptcy Court for the Central District of California,
Santa Ana Division has scheduled a hearing for October 7, 1999 at
9:30 AM for the debtors' application to employ Klee, Tuchin &
Bogdanoff LLP as Reorganization counsel.


IONICA: Files Complaint Against Parent Group
--------------------------------------------
Friday Ionica PLC, a British telecoms group, filed a complaint
against its parent group, Ionica Group PLC, to give unsecured
creditors' claims priority over the group's claims and to give
creditors access to the estimated 27 million pounds ($43.78
million) in cash, according to Reuters. A spokesman for Ernst &
Young, the Administrator for Ionica, said that the company's
unsecured creditors are owed at least 220 million pounds. Most of
Ionica's creditors are in the United States; it filed chapter 11
in Manhattan on December 11, 1998. (ABI 20-Sep-99)


JUST FOR FEET: Delays Filing Financial Reports With SEC
-------------------------------------------------------
The quarterly report to the Securities & Exchange Commission for
the quarter ended July 31, 1999 of Just For Feet, Inc. will not
be filed timely.  The company is in the process of finalizing a
new credit facility to replace its existing credit facility and
says consummation of the new credit facility, which is expected
within 3 to 5 days, will have a material impact on the discussion
of the company's liquidity to be contained in the financial
statements to be filed.

Just For Feet Inc. expects to report a 28.8% increase in net
sales from $175.3 million for the quarter ended July 31, 1998 to
$225.8 million for the quarter ended July 31, 1999.  However, the
company expects to report a net loss of $25.9 million for the
quarter ended July 31, 1999 compared to net earnings of $8.0
million for the quarter ending July 31, 1998.  The increase in
net sales was primarily attributable, according to the company,
to the opening of 58 new superstores and 68 new specialty stores
since July 31, 1998 and an increase in comparable store sales of
0.9%.  The company reports the net loss in the second quarter of
fiscal 1999 was primarily due to lower gross margins and higher
store operating and net interest expenses resulting from the
carrying costs of and efforts to alleviate significant
amounts of excess inventory.


LEVITZ: Seeks Approval of 13th DIP Facility Amendment
-----------------------------------------------------
In exchange for a $150,000 Amendment Fee payable to Deutsche Bank
Alex Brown, formerly BT Commercial Corporation, as agent to the
DIP Lenders under the DIP Credit Agreement, the Lenders agree to
a Thirteenth Amendment to the DIP Facility granting the Debtors
request that the Maturity Date for the DIP Facility be extended
from December 31, 1999 to June 30, 2000.

Additionally, the Debtors and the DIP Lenders agree that the
Revolving Commitment will be reduced, on December 31, 1999, to
$95,000,000, and the Revolving Lenders will be:

      BT Commercial Corporation                      $16,869,159
      LaSalle National Bank                          $16,869,159
      Heller Financial, Inc.                         $15,981,308
      TransAmerica Business Credit Corporation       $11,542,056
      Finova Capital Corporation                     $16,869,159
      GMAC Business Credit L.L.C.                    $16,869,159

Further, the Debtors covenant that Minimum EBITDA will not be
less than:

For the Period                         Minimum EBITDA
--------------                         --------------
April 1, 1999 to September 30, 1999                      $0
April 1, 1999 to December 31, 1999               $4,000,000
April 1, 1999 to March 31, 2000                  $9,000,000

The Debtors note their need for continued working capital
financing, believe the terms are fair reasonable, and believe
that this DIP Facility Amendment will enable them to continue
moving toward the ultimate goal of creating value for their
estates and emerging from chapter 11.  

Accordingly, pursuant to 11 U.S.C. Secs. 364(c) and (d), the
Debtors ask Judge Walrath for her approval of the 13th Amendment.
(LEVITZ Bankruptcy News Issue 37; Bankruptcy Creditors' Service
Inc.)


LOEHMANNS INC: Seeks To Extend Exclusive Periods
------------------------------------------------
The debtor, Loehmann's, Inc. seeks a court order extending its
exclusive periods in which to file a Chapter 11 plan and solicit
acceptances thereto.  Extending the Debtor's exclusive period
will enable the Debtor, the Creditors' Committee and other
creditor constituencies to continue to explore various
restructuring alternatives, develop a plan with maximum creditor
support, conclude plan negotiations and confirm a plan.

This is the debtor's first request for an extension of
exclusivity.  The debtor has obtained approval of a significant
post-petition secured financing facility from Congress Financial
Corporation that allows it to operate its business on a going-
forward basis with sufficient capital for its operations.  The
debtor intends to retain DJM Asset Management LLC to review and
appraise its leases.

The debtor has filed a motion requesting that the court set
November 8, 1999 as the deadline for the parties holding
prepetition claims against the debtor to file proofs of claim.  

The debtor has entered into a management agreement with EIG
Management, Inc., engaging Elliot I. Green as Interim Chief
Financial Officer.  And a management retention and severance plan
has been approved by the court.

PricewaterhouseCooopers has been retained as strategic retail
consultant tot he debtor, and the debtor continues to evaluate
the profitability of all of its stores.

Due to the progress in the case and the size and complexity of
the case, the debtors believe e that the extension of exclusivity
is warranted.

The debtor requests that the court grant its motion to extend the
periods during which only the debtor may file a plan and
acceptances thereof to and including January 13, 2000 and March
13, 2000, respectively.


MERRY-GO-ROUND: Employees Sell Priority Claims at 50% Discount
--------------------------------------------------------------
Court records in the Merry-Go-Round Enterprises, Inc., et al.,
chapter 7 cases reflect the sale of at at least two priority
claims held by MGR employees at 50% of their face amount.  
Liquidity Solutions, Inc., of Hackensack, New Jersey, filed
notices of the transfer of various employees' claims reflecting a
50-cents-on-the-dollar purchase price.  Deborah H. Devan, Esq.,
the MGR Trustee based in Baltimore, has indicated in Court
pleadings it is likely that priority claims will be paid in full
and a small dividend may reach prepetition general unsecured
creditors.  


OAHU CONSTRUCTION: Files Chapter 11  
------------------------------------
Oahu Construction Co. Ltd., one of Hawaii's oldest construction
companies, has filed for chapter 11 protection, according to The
Pacific Business News. Attorney Ted Pettit of Case, Bigelow and
Lombardi, Honolulu, said that the Bank of Hawaii, which is owed
about $10 million, has a blanket lien on all Oahu Construction
assets. He said that the company is negotiating with the bank,
its largest creditor, and other major creditors. The company's
problems began in 1998 when it lost its ability to obtain bonding
due to financial problems caused by a downturn in the industry.
Assets include heavy equipment, appraised at $5.4 million,
and furniture and fixtures valued at another $100,000, and Pettit
said the company has outstanding accounts receivable of more than
$10 million. "We anticipate liquidating or selling off through
bankruptcy some of the large heavy equipment and scaling down the
company to manage the remaining contracts," Pettit said.(ABI 20-
Sep-99)


PERK DEVELOPMENT: Entry of Order Confirming Plan of Liquidation
---------------------------------------------------------------
On September 8, 1999, an order was entered by the US Bankruptcy
Court, Western District of New York, confirming the debtors'
amended plan of orderly liquidation under Chapter 11 of the
Bankruptcy Code.

The plan provides for the continued liquidation of each debtor's
remaining assets.


PHP HEALTHCARE: Seeks Authority To Abandon Stock Interest
--------------------------------------------------------
The debtor, PHP Healthcare Corporation seeks authority to abandon
its stock interest in D.C. Chartered Health Plan Inc.  Because
the Nations Bank's interest in the DCC Stock is clearly
established, the debtor believes that it is in the best interests
of its estate to abandon the DCC Stock so as to allow NationsBank
to shoulder the burden of attempting to liquidate this portion of
its collateral.  AS of the Petition Date, the outstanding
principal balance of the Pre-petition loans totaled approximately
$80 million.  Abandoning the DCC Stock is the most efficient
resolution for the estate, as it allows NationsBank to regain
possession and control of its collateral in accordance with  a
certain Security Agreement and applicable non-bankruptcy law.

A hearing has been scheduled before the Honorable Mary F.
Walrath, US Bankruptcy Judge on September 30, 1999 at 9:30 AM in
the US Bankruptcy Court for the District of Delaware, 824 Market
Street, 6th Floor, Wilmington, Delaware 19801.


PROTEAM.COM: Common Stock De-Listed
-----------------------------------
Genesis Direct, Inc., doing business as PROTEAM.com,
(Nasdaq:PRTM) today announced that its common stock will be
delisted from the Nasdaq National Market, effective at the close
of business on September 16, 1999. PROTEAM.com, which filed a
petition for bankruptcy protection under Chapter 11 of the
Bankruptcy Code on August 19, 1999, no longer meets the Nasdaq
Stock Market maintenance requirements. Trading in PROTEAM.com's
common stock was halted by the Nasdaq National Market on August
19, 1999. In light of its condition, the Company does not
currently intend to list its common stock on any other trading
market.  PROTEAM.com is a leading e-tailer specializing in the
marketing and sales of sports and sports related products to both
fans and participants. The Company offers products directly to
consumers through several targeted websites and complementary
catalogs, television and radio advertising and other electronic
broadcast and print media.


RECYCLING INDUSTRIES: Order Authorizes Severance Program
--------------------------------------------------------
On September 10, 1999, the US Bankruptcy Court  for the District
of Colorado entered an order authorizing the employee severance
and retention program of Recycling Industries, Inc. and its
affiliated debtors.


RENAISSANCE COSMETICS: Committee Replies To DPC's Objections
------------------------------------------------------------
The Official Committee of Unsecured Creditors replies to the
opposition of DPC Acquisition Corp. tot he joint motion of the
debtors, Committee and senior lenders for an order authorizing
the debtors to draw a letter of credit posted by DPC Acquisition
Corp.

The Committee asserts that both the Asset Purchase Agreement
signed by DPC and the Form Agreement included a limitation
clarifying that the inventory included in Acquired Assets was
subject to the Settlement.  The Committee states that all bidders
knew or should have known about the Houbigant inventory dispute
prior to the closing.  DPC conducted due diligence prior to the
auction.  DPC had the opportunity to review the transcript, and
no one forced DPC to bid at the auction.  The Committee further
states that if DPC executed the Asset Purchase agreement without
sufficient time to study it, no one can be blamed except DPC.  
The Committee states that contrary to DPC's unsupported
statement, DPC did not contract to purchase assets including the
Houbigant inventory.  DPC contracted to purchase the debtors'
inventory subject tot he settlement, and is not entitled to a
price adjustment from the purchase price of $29 million.  


RIGCO NORTH AMERICA: Withdraws Motion For DIP Financing
-------------------------------------------------------
The debtors, RIGCO North America LLC and its affiliates seek to
withdraw their motion for post-petition secured financing  
stating that as long as the debtors are permitted to use cash
collateral, there is not a need for the debtors to obtain post-
petition secured financing by a DIP lender.


STUART ENTERTAINMENT: No objection to Counsel/Financial Advisor
---------------------------------------------------------------
The debtor, Stuart Entertainment, Inc. certifies that the
objection deadline passed with respect to the retention of
Squire, Sanders & Dempsey LLP as co-counsel for the debtor.

The debtor certifies that the objections deadline passed with
respect to the employment of Saul, Ewing, Remick & Saul LLP as
co-counsel for the debtor.

The debtor also certifies that the objection deadline passed with
respect to the employment of Wasserstein Perella & Co. Inc. as
financial advisor to the debtor.


VENCOR: Reports Filing For Bankruptcy Protection To SEC
-------------------------------------------------------
Vencor, Inc. and several of its subsidiaries reported to the SEC
filing a petition for protection under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court in Delaware.

In announcing the Chapter 11 filing, company management
emphasized that the filing has been organized to permit normal
operations of its nursing centers, hospitals, and ancillary
services business.

The company also announced that it has obtained agreements for
debtor-in-possession financing with a bank group led by Morgan
Guaranty TrustCompany of New York in the aggregate principal
amount of $100 million.  The DIP financing and existing cash
flows, upon bankruptcy court approval, will be used to fund the
company's ongoing operations.

Along with the petition, Vencor also has a plan of reorganization
in progress that includes terms negotiated with key parties,
including Vencor's bank lenders, subordinated debtholders, and
Ventas, Inc., the company's primary landlord.  In addition, a
settlement is in progress with the Department of Justice, acting
on behalf of the Health Care Financing Administration and the
Department of Health and Human Services' Office of the Inspector
General, concerning the government's outstanding claims
against the company, including outstanding routine reimbursement
issues.

Edward L. Kuntz, chairman, chief executive officer and president
of Vencor, stated, "Filing for reorganization was necessary to
enable us to create a sustainable capital structure, while we
continue to provide high-quality healthcare services to those
people who cannot take care of themselves." Kuntz added, "The
reorganization also was necessary because of the dramatic changes
impacting the long-term care industry, most notably
decreased Medicare reimbursement. We believe we are taking the
appropriate steps to assure that we emerge from the
reorganization process with a sound capital structure that will
enhance the vital services that our dedicated employees provide
to our patients, residents, and customers."

Vencor, Inc. is a long-term healthcare provider operating nursing
centers, hospitals, and ancillary contract services in 46 states.


VENCOR:  Court Issues First Day Orders/Approves Stipulation
-----------------------------------------------------------
Vencor, Inc. reports to the SEC that the United States Bankruptcy
Court for the District of Delaware entered first day orders
granting authority to the company and its subsidiaries to pay
pre-petition and post-petition employee wages, salaries, benefits
and other employee obligations.  The Court also approved orders
granting authority, among other things, to pay pre-petition
claims of certain critical vendors, utilities and patient
obligations.  Until approval of its plan of reorganization, the
company intends to pay post-petition claims of all other vendors
and providers in the ordinary course of business.

The Court also approved, on an interim basis, the company's $100
million debtor-in-possession financing  with a bank group led by
Morgan Guaranty Trust Company of New York.  The final hearing on
the DIP Financing is scheduled for October 1, 1999. The DIP
financing and existing cash flows will be used to fund the
company's ongoing operations during the restructuring.

During the restructuring, the company and Ventas, Inc. have
entered into a stipulation for the payment by Vencor Inc. of a
reduced monthly rent payment of approximately $15.1 million
beginning in September.  The stipulation was approved by the
Court.  The reduced rental payment for September was due on
September 16 with the remaining monthly rental payments required
to be made on the fifth day of each month or the first
business day thereafter.  Beginning in September, the difference
between the base rent under the company's existing master leases
with Ventas and the reduced monthly rent payment of approximately
$15.1 million will accrue as an administrative expense, subject
to challenge in the Chapter 11 case.  Unpaid August rent of
approximately $18.9 million will constitute a claim
by Ventas in the Chapter 11 case.

The stipulation also continues to toll any statutes of
limitations or other time constraints in a bankruptcy proceeding
for claims that might be asserted by the company against Ventas.
The stipulation expires on October 31, 1999, but automatically
renews for one-month periods unless either party provides a
fourteen-day notice of termination. The stipulation also
may be terminated prior to its expiration upon a payment default
by the company, the consummation of the company's plan of
reorganization or the occurrence of certain defaults under the
DIP Financing.


VENCOR:  To Honor Pre-Petition Patient Obligations
--------------------------------------------------
The Debtors have sought and obtained the Court's authority to
honor all prepetition obligations to patients and residents under
all of their Patient Service Programs in place at the Petition
Date, including:

(A) Medicaid Eligibility Refunds.  At times, a resident is
admitted to a nursing home pending an eligibility determination
by Medicaid. The family pays the bills pending that
determination. In the event Medicaid okays the admission,
Medicaid pays Vencor and Vencor refunds payments to the family.  

(B) Prepayment Refunds.  Nursing home bills are generally paid
monthly in advance.  When a resident dies, leaves, or is
discharged, Vencor usually owes a refund for a partial month's
service.  

(C) Overpayment Refunds.  It is common for patients, their
insurers and other Payors to overpay for services provided by
Vencor, entitling those entities to refunds.  

(D) Patient Trust Accounts.  The Debtors hold small banks of
money for certain residents in Trust.  Those small banks
aggregate approximately $5,100,000.  

Judge Walsh makes it clear that, although the Debtors are
authorized to honor these obligations, they are not required to
honor them and no part of his order confers any entitlement to
any creditor.  


WESTSTAR HOLDINGS: Files Chapter 11  
-----------------------------------
Encino, Calif.-based WestStar Holdings Inc. and three affiliates
filed chapter 11 Friday in the U.S. Bankruptcy Court for the
District of Delaware, according to Reuters. WestStar is the
holding company for WestStar Cinemas Inc., which operates 54
theatres and 300 screens under the Mann label, including the
famous Mann's Chinese Theater in Hollywood. WestStar estimated
its assets and liabilities each exceed $100 million. The
liabilities consist mostly of bank debt, for which Canadian
Imperial Bank of New York is the agent. According to court
papers, the secured portion of the bank debt is not listed and
the unsecured portion is $25 million. Cinamerica Theatres,
Burbank, Calif., has an unsecured note claim for $2.5 million,
and the remaining 20 largest creditors have trade and fee claims
ranging from $70,000 to $2 million.  CEO Michael H. Solomon said
that increasing costs related to the build-up of multiplexes is a
major factor in the filing, the Los Angeles Times reported.
(ABI 20-Sep-99)


Meetings, Conferences and Seminars
----------------------------------
September 24-25, 1999
   VIRGINIA CONTINUING LEGAL EDUCATION
      14th Annual Mid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

September 27, 1999
   INTERNATIONAL WOMEN'S INSOLVENCY AND
   RESTRUCTURING CONFEDERATION
      5th International Meeting
         Barcelona, Spain
            Contact: 1-703-449-1316

September 27-28, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

October 5-6, 1999
   INTERNATIONAL WOMEN'S INSOLVENCY AND
   RESTRUCTURING CONFEDERATION
      Fall International Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-703-449-1316
   
October 6-9, 1999
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or ljfialkoff@turnaround.org

November 11-13, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION    
      11th Annual Advanced ALI-ABA Course of Study:
      The Emerged and Emergine New Uniform Commercial Code
         New York Hilton Hotel, New York City
            Contact: 1-800-CLE-NEWS

November 17-20, 1999
   AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW
   SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL
   BANKS OF THE DOMINICAN REPUBLIC
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

February 27-March 1, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 30-April 2, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

June 29-July 2, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

                                                         
                  **********

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
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of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  


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