TCR_Public/990922.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
       Wednesday, September 22, 1999, Vol. 3, No. 183                                              
                             
                   Headlines

ACTION INDUSTRIES: Seeks To Retain Solomon, Zauderer
APS HOLDING CORP AND SUBSIDIARIES: Consolidated Balance Sheet
BREED TECHNOLOGIES: Files For Reorganization Relief
CENTENNIAL COAL: Seeks To Modify DIP
CHATCOM: Files Chapter 11 Petition

CORDEX PETROLEUMS: Trustee Seeks To Retain Accountant
COSMETIC CENTER: Converts Chapter 11 To Chapter 7 Bankruptcy
COSMETIC CENTER:CEO Resigns/New CEO & Vice President Appointed
DEVLIEG BULLARD: Seeks To Reject Contract s and Leases
DOW CORNING: Seeks To Pre-Fund Litigation Facility

EATON'S: Sears Purchases Eaton's for C$30 Million  
FIRSTPLUS FINANCIAL: Objections to Disclosure Statement
FORCENERGY: North Central Oil Objects To Disclosure Statement
GULF STATES STEEL: Court Approves Professionals
HARNISCHFEGER: Advises SEC Form 10-Q Will Be Late

HARVARD INDUSTRIES: French Company To Pay $115M For Subsidiary
LIVENT INC: Hughes & Luce Files Securities Suit In New York
LOEWEN: Exclusivity Extended
MEDPARTNERS: Apria Healthcare Proposes Payments to Professionals
MOBILE ENERGY: Order Extends Time To Assume/Reject Leases

NEXTWAVE: Investors Commit To Provide $700M
PHILIP SERVICES: Filed Amended and Restated Plan
PRIMARY HEALTH: Hearing To Approve Arthur Anderson
RIGCO NORTH AMERICA: Court Approves Professionals
RIGCO NORTH AMERICA: Interim Order Authorizes Cash Collateral Use

STORMEDIA INC: Disclosure Statement and Joint Plan
STORMEDIA INC: Asks Court to Value Certain Property
STUART ENTERTAINMENT: Bank Supports Stay of Pre-Petition Payments
TELEPAD CORP: Hearing to Consider Disclosure Statement
TRANSTEXAS GAS: Credit Suisse Seeks Subordinated Debt Panel Seat

TRANSTEXAS GAS: Second Quarter Results
TRISM INC: Files Petitions For Financial Reorganization
USTEL: Completes Sale of Long Distance Telecommunication Assets
VENCOR: MOTION TO HONOR HCFA REPAYMENT OBLIGATIONS
WIRELESS ONE: Approval of Disclosure Statement

                  **********


ACTION INDUSTRIES: Seeks To Retain Solomon, Zauderer
----------------------------------------------------
The debtors, Action Industries, Inc. and General Vision Services,
Inc. seek to retain the law firm of Solomon, Zauderer, Ellenhorn,
Frischer & Sharp as its counsel nunc pro tunc to May 4, 1999.


APS HOLDING CORP AND SUBSIDIARIES: Consolidated Balance Sheet
-------------------------------------------------------------
                                                        25-Jun-99
                                                 ----------------
Current assets:
   Cash & Cash Equivalents                             17,812,000
   Accounts receivable                                 30,600,000
   Notes receivable                                     6,697,000
  Allowance for doubtful accounts                    (10,029,000)
   Inventories                                          2,073,000
   Deferred tax asset, net                                      0
   Prepaid expenses and other                          17,897,000
                                                 ----------------
      Total current assets                             65,050,000

Property & equipment, net                              11,045,000
Investment in The Parts Source, Inc.                      584,000
Investment in affiliates                                   35,000
Notes receivable, less current portion                  3,108,000
Intangible assets, net                                          0
Deferred costs and other assets                         3,083,000
                                                 ----------------
      Total assets                                     82,905,000
                                                  
================

Current liabilities:
   Checks outstanding in excess of bank balance                 0
   Current maturities of long-term debt               103,237,000
   Accounts payable                                       810,000
   Accrued expenses                                    13,583,000
                                                 ----------------
      Total current liabilities                       117,630,000

Long-term debt, less current maturities                   172,000
Deferred tax liability                                          0
Deferred income and other liabilities                           0

Liabilities subject to compromise                      
197,418,000
                                                 ----------------
Total liabilities                               315,220,000
                                                 ----------------
Stockholders' equity:
Common stock                                           138,000
Paid-in capital                                    155,601,000
Retained earnings                                 (387,932,000)
Less: Treasury Stock at Cost                          (120,000)
Unrealized gains                                        (2,000)
                                                 ----------------
Total Shareholders' Equity                     (232,315,000)
                                                 ----------------
TOTAL LIABILITIES AND EQUITY                     82,905,000
                                                   (APS
Bankruptcy News Issue 22; Bankruptcy Creditors' Service Inc.)


BREED TECHNOLOGIES: Files For Reorganization Relief
---------------------------------------------------
BREED Technologies, Inc. ("BREED") (NYSE:BDT)and certain of
its domestic affiliates yesterday filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

The Company also announced that it has received a commitment from
its lending group for up to $ 125 million in debtor-in-possession
(DIP) financing. The DIP financing, which is subject to court
approval, is expected to provide adequate funding for all post-
petition trade and employee obligations, as well as the costs
associated with the restructuring process. The Company's
international entities will not be affected, as only BREED's U.S.
operations have sought protection under Chapter 11.

As a result of the Chapter 11 filing, BREED will cease interest
payments on its debt, including publicly traded debentures. At
the time of the filing, the Company's debt totaled approximately
$ 1.6 billion. Losses for the first fiscal nine months ended
March 31, 1999, including special charges, were $ 234.7
million or $ 6.37 per share.

The Company also announced today that Fred C. Caruso has been
appointed to serve as Chief Restructuring Officer. In this
capacity, Caruso is supervising BREED's reorganization effort,
including internal financial controls, continuing development of
capital transaction programs and other activities critical to
transitioning the Company. Caruso is Vice President of
Development Specialists, Inc.


CENTENNIAL COAL: Seeks To Modify DIP
------------------------------------
The debtors, Centennial Coal, Inc. and its affiliates seek an
order authorizing and approving modification of the DIP Credit
Facility to reflect Bankers Trust's resignation and IBJ
Whitehall's appointment as Successor Agent.  The debtors seek
approval of modification of the DIP Credit Facility to clarify
operation of the Carve-Out, and authorization and approval of the
fee agreement with IBJ Whitehall.

The debtors have agreed to pay IBJ Whitehall the following fees:
a $15,000 initial acceptance fee, an $80,000 annual
administration fee, and certain fees and expenses.


CHATCOM: Files Chapter 11 Petition
----------------------------------
ChatCom Inc. (OTC BB:CHAT) President and CEO James Roche
Monday stated that, "After being brought into court twice in two
weeks time and then a threat from ALCO's attorney to attach all
assets of the company, ChatCom filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 8, 1999.  "ALCO Corp.,
who factors ChatCom's receivables, made two attempts in
court at putting a receiver into the offices of ChatCom based on
inaccurate and false information." Roche further stated that, "On
both appearances -- on Aug. 18 and again on Sept. 3 -- not only
did ChatCom prevail but two different judges were furious with
the unproven allegations of ALCO and its attorneys for filing
such a specious law suit." Both judge's rulings were the same:
"Motion Denied." Roche has been investing money, totally
unsecured, in and on behalf of ChatCom to hold things together,
even after he was promised by Bob Weisberg, the president of
ALCO, that, "Any moneys invested by Roche would join ALCO in
their UCC-1, first priority claim." This never happened.  Roche
was again surprised when he received a fax at his home after 5:30
p.m. Friday, Sept. 3, 1999, stating that ALCO would attempt to
attach all of the assets of ChatCom in four days (this was at the
beginning of a three-day Labor Day weekend). As a result,
ChatCom filed for protection under Chapter 11 of the Bankruptcy
Code on Sept. 8, 1999.  The company now has the protection of the
court and is preparing a plan of reorganization to be presented
within the next 30 to 60 days. "ChatCom plans to move forward now
that these frivolous and specious lawsuits are behind us,"
Roche said.  According to Roche, the company also expects a few
sizable orders over the next 90 days, which will help re-
establish its position in the market place.


CORDEX PETROLEUMS: Trustee Seeks To Retain Accountant
-----------------------------------------------------
The Chapter 7 Trustee, Jeanne Y. Jagow, in the case of Cordex
Petroleums, Inc. wishes to retain Mr. Greg A. Dickey, CPA and
Hein & Associates, LLP as accountant for the estate to aid her
with general bookkeeping and accounting and with the preparation
of the estate's tax returns with compensation as allowed by the
court, at a rate of $250 per hour for Mr. Dickey.


COSMETIC CENTER: Converts Chapter 11 To Chapter 7 Bankruptcy
-----------------------------------------------------------
The Cosmetic Center, Inc. has converted its Chapter 11 bankruptcy
case to Chapter 7.  A trustee will be appointed by the Court to
administer the case on a going-forward basis.

Cosmetic Center filed its Chapter 11 case on April 16, 1999 and,
on July 9, 1999, announced its intention to proceed with an
orderly wind-down of its operations. As part of the wind-down of
its business, Going-Out-of Business sales are currently being
conducted at its store locations.


COSMETIC CENTER:CEO Resigns/New CEO & Vice President Appointed
--------------------------------------------------------------
Cosmetic Center Inc. reports that Kevin Regan resigned as a
director and Chief Executive Officer of the company effective
August 26, 1999, leaving Gary Nacht as the sole director. Also
effective August 26, 1999, Michael Sherman was appointed as the
new Chief Executive Officer and Oleg Ostrovsky has been appointed
as an executive vice president of the company.


DEVLIEG BULLARD: Seeks To Reject Contract s and Leases
------------------------------------------------------
The debtor, Devlieg-Bullard, Inc., seeks approval of its
rejection of certain contracts and leases and the assumption and
assignment of certain other contracts and leases in connection
with the sale of debtor's Powermatic Assets.

The debtor has entered into an Asset Purchase Agreement for the
sale of essentially all of the assets of the Powermatic Division
to Sunhill NIC Company, Inc.  The debtor seeks to reject 7 leases
and executory contracts that will not be necessary to the debtor
as of the closing of the sale.  The debtor proposes to assign 4
leases and executory contracts to Sunhill, or other purchaser.  
The assigned agreements include licenses of two product lines and
a collective bargaining agreement with United Steelworkers Union
7431.


DOW CORNING: Seeks To Pre-Fund Litigation Facility
--------------------------------------------------
The Joint Plan, the Debtor reminds Judge Spector, calls for
establishment of a Litigation Facility to resolve implant-related
claims for which a plaintiff elects to preserve the ability to
pursue litigation.  The Joint Plan specifically provides that the
Debtor will be required to mail a Participation Form to each
implant claimant within 30 days after the Effective Date.  To
ensure that the Litigation Facility will be prepared to
perform efficiently, consistent with the goals of the Joint Plan,
certain logistical arrangements must be made in advance of the
Effective Date.  

By this Motion, the Debtor asks Judge Spector for permission to
spend approximately $750,000 to obtain and equip office space,
set-up case management software systems and other litigation
support hardware and software, reactivate and update Dow
Corning's litigation image database, recruit qualified personnel
and pay relocation expenses for key employees.

The Debtor observes that the $750,000 request is de minimis in
light of the $2.35 billion the Debtor has committed to fund the
payment of claims under the Joint Plan.  In the event that the
Joint Plan is not confirmed, the Debtor notes, the Company "will
evaluate potential further developments in this bankruptcy and
their effect on the Litigation Facility and will advise
the Court." (Dow Corning Bankruptcy News Issue 69; Bankruptcy
Creditors' Service Inc.)


EATON'S: Sears Purchases Eaton's for C$30 Million  
-------------------------------------------------
Toronto-based Sears Canada Inc. announced yesterday it assumed
ownership of eight T. Eaton's Co. stores, Eaton's name, trademark
and web site for C$30 million, according to Reuters. The eight
stores bought will become Sears outlets, and Sears will keep
Eaton's banner through a catalog and website. Sears Canada will
buy all the outstanding common shares of Eaton's and Eaton's will
pay C$20 million for tax losses of C$390 million. Sears Canada,
which is 55 percent owned by Sears Roebuck & Co., Chicago, did
not purchase Eaton's stores in Toronto, Vancouver or Montreal,
but the company has the option to buy five more stores. The
remaining assets and liabilities will be transferred to Hold Co.,
a new company with Eaton's shareholders exchanging their shares
for a stake in Hold. Eaton's filed for protection from creditors
on August 23.


FIRSTPLUS FINANCIAL: Objections to Disclosure Statement
-------------------------------------------------------
Residential Funding Corporation and Bank One Texas, NA object to
the Disclosure Statement of FirstPlus Financial, Inc., debtor.

Residential Funding Corporation, ("RFC") a creditor of the
debtor, states that the Disclosure Statement fails to disclose
that the WIB servicing business, which is proposed to be sold in
order to generate monies which will be used to fund the debtor's
plan is subject to the lien of RFC and fails to disclose that the
proceeds expected to be realized from such sale must be reduced
by the amount of RFC's lien.

Bank One Texas, NA objects to the Disclosure Statement, saying
that it does not disclose how the plan will deal with the secured
claim of Bank One related to a letter of credit under which the
debtor is the guarantor of FirstPlus Group's reimbursement
obligations to Bank One.  Furthermore, Bank One is a party to
multiple custodial agreements with the debtor and third parties
in which Bank One has agreed to hold certain assets for third
parties.  The Disclosure Statement wholly fails to disclose
whether these agreements are going to be assumed or rejected.

The Bank goes on to state that the viability of the plan is
heavily dependent upon promissory notes and other financial
agreements with certain companies affiliated with the debtors,
including WIB.  At a minimum, the Bank believes that the
Disclosure Statement should provide creditors with complete
financial information about those companies, so that creditors
can adequately assess WIB's as well as the affiliates' ability to
perform the promises contained in the plan.


FORCENERGY: North Central Oil Objects To Disclosure Statement
-------------------------------------------------------------
North Central Oil Corporation objects to the Joint Disclosure
Statement of Forcenergy Inc and Forcenergy Resources Inc.  

North Central asks that the court deny approval of the Disclosure
Statement saying that there is not adequate information regarding
a supporting cash flow analysis to substantiate the $34 million
available to meet aggregate secured claims.  Also there is no
description whereby the debtor determined that it was subject to
only $34 million in Class 4 secured claims.  North Central also
alleges that the Disclosure Statement does not reveal which
claims should be deemed to be in each class.  The Disclosure
Statement contains no adequate disclosure of potential adversary
proceedings to be commenced by Forcenergy against creditors whose
vote the debtor expects to solicit.

In addition, North Central states that Forcenergy estimates that
the distribution of Forcenergy common stock to unsecured
creditors whose claims are Class 7 claims will satisfy 67% of
such claims.  It does not reveal how Forcenergy valued the
proposed post-reorganization Forcenergy common stock so as to
substantiate a post-reorganization value of at least $254 million
(based on approximately $410 million in unsecured claims).


GULF STATES STEEL: Court Approves Professionals
-----------------------------------------------
The US Bankruptcy Court for the Northern District of Alabama,
Eastern Division, entered orders authorizing retention of the
following professionals for the Official Committee of Noteholders
of Gulf States Steel, Inc. of Alabama:

The official Committee of Noteholders of Gulf States Steel, Inc.
of Alabama is authorized to retain Houlihan Lokey Howard & Zukin
as its financial advisors, effective as of July 1, 1999.  
Houlihan's monthly fee for July, August and September shall be
$50,000.

The court also entered an order authorizing the Official
Committee of Noteholders of Gulf States Steel, Inc. of Alabama to
retain the law firm of Stroock & Stroock & Lavan LLP as attorneys  
to the Committee.

The Committee is authorized to retain the firm of Najjar
Denaburg, PC as local counsel.


HARNISCHFEGER: Advises SEC Form 10-Q Will Be Late
-------------------------------------------------
Harnischfeger advises the Securities and Exchange Commission that
the filing of its Quarterly Report on Form 10-Q, for the quarter
ending July 31, 1999, will be tardy.  

Herbert S. Cohen, HII's Vice President, Controller and Chief
Accounting Officer, reminds the SEC of the Company's chapter 11
filings.  Because, Mr. Cohen explains, "the Company has not
completed its assessment of the effects that the Chapter 11
filing and other developments occuring since the end of the
second quarter have had on its financial statements, the Company
cannot provide a reasonable estimate of all of the effects at
this time."

Mr. Cohen advises the SEC that the Company believes that the
financial statements for the current periods included in the Form
10-Q "will reflect significantly larger operating losses than the
corresponding periods for the last fiscal year." (Harnischfeger
Bankruptcy News Issue 11)


HARVARD INDUSTRIES: French Company To Pay $115M For Subsidiary
--------------------------------------------------------------
Harvard Industries, Inc. has agreed to sell the assets of its
Kingston-Warren subsidiary to Hutchinson, S.A., a French
corporation, for $115 million in cash.

The transaction is subject to certain adjustments and the
assumption of certain liabilities. In addition, Hutchinson will
agree to purchase certain transition services from Harvard for a
period of up to 2 years from the date of the sale, which is
expected to close by Sept. 30, 1999.

The company plans to use the proceeds to retire its long-term
debt and revolving credit facility. In addition, residual
proceeds from the sale and a new credit facility will fund the
company's ongoing operations and short-term strategic growth.

Based in Farmington Hills, Mich., Kingston-Warren also operates
manufacturing facilities in Wytheville, Va., Newfields, N.H., and
Church Hill, Tenn., producing single- and multi-durometer sealing
products and systems.  Sales for fiscal 1999 are projected to be
approximately $119 million.

Lehman Brothers Inc. acted as financial advisors to Harvard
Industries, Inc. in this transaction.

Harvard Industries, Inc. designs, develops and manufactures a
broad range of components for original equipment manufacturers,
the automotive aftermarket, aerospace and industrial and
construction equipment applications worldwide. Harvard's 4,200
employees at 15 plants in the United States and Canada produce
total vehicle sealing systems, a variety of polymer products,
electronics, high-strength steel assemblies and a wide
array of high-strength aluminum, magnesium and iron products.


LIVENT INC: Hughes & Luce Files Securities Suit In New York
-----------------------------------------------------------
If you purchased certain debt securities from Livent, Inc.
anytime after August 10, 1998, a current class action lawsuit
pending in the United States District Court for the Southern
District of New York, could affect your rights, according to
Hughes & Luce L.L.P.

Livent, a Canadian corporation, produced several well-known
theatrical productions, including "Phantom of the Opera,"
"Ragtime," "Showboat," and "Fosse."  The Company filed for
bankruptcy in the United States on November 19, 1998.

The class action lawsuit referenced above has been brought on
behalf of Cerberus Capital Management, L.P., Tri-Links Investment
Trust and all others similarly situated. The lawsuit currently
defines the class as all "persons or entities who purchased 9
3/8% Senior Unsecured Notes Due 2004 from Livent, Inc. during the
period from August 10, 1998 to the present." Excluded from the
class are the defendants, their immediate families, any entity in
which any defendant has a controlling interest or is a parent or
subsidiary of or is controlled by Livent, Inc., including the
officers, directors, affiliates, legal representatives,
heirs, predecessors or assigns of any Defendant.

The complaint also names all of the following persons as
defendants:
Garth Drabinsky, Myron Gottlieb, Gordon Eckstein, Robert Topol,
Jerald M. Banks, Conrad M. Black, Joseph Rotman, Scott M.
Sperling, H. Garfield Emerson, Martin Goldfarb, A. Alfred
Taubman, Estate of Andrew Sarlos, Thomas H. Lee, James Pattison,
Lynx Ventures, L.P., Lynx Ventures, L.L.C., Micheal S. Ovitz,
Ronald W, Burkle, Robert M.D. Cross, Quincy Jones, Heather
Munroe-Blum, Jerry I. Speyer, Furman Selz, Inc., Roy Furman,
PaineWebber Incorporated, Deloitte & Touche, L.L.P., and
Deloitte & Touche Chartered Accountants.

The Complaint charges that the Defendants violated federal
securities laws, as well as New York state law, by, among other
things, misleading investors regarding the financial condition of
the Company, as presented by the company's financial statements
for fiscal years 1996 and 1997 and the first quarter of fiscal
year 1998. Plaintiffs contend that the Defendants engaged in
various schemes to defraud investors by overstating Livent's
financial condition and by participating in an ongoing scheme to
cover up the impact of such overstatements on the Company's
financial position. For example, Plaintiffs allege that the
Defendants understated pre-production costs of the shows Livent
produced by transferring pre-production costs from currently
running shows to shows that had not yet opened and/or improperly
recording pre-production costs to the Company's fixed asset
accounts. Plaintiffs further allege that Defendants also allowed
Livent to enter into financial arrangements that, as disclosed to
the investing public, appeared to be revenue-generating
transactions when, in fact, undisclosed side agreements required
repayment of the sums advanced. Plaintiffs allege that such false
disclosures resulted in the overstatement of the revenues and the
understatement of the liabilities of the Company.

Plaintiffs claim that Defendants also allowed Livent to violate
generally accepted accounting practices, and then, when even
these violations became apparent, continued to overstate Livent's
financial condition by understating the effect of Livent's
accounting manipulations and by failing to disclose the full
extent of the manipulations and their impact on the Company.
Plaintiffs allege that Defendants' statements, actions and
omissions in this regard led the Company into bankruptcy and
destroyed the value of Plaintiffs' investments. Specifically, the
complaint charges that various Defendants violated sections 11,
12, and 15 of the Securities Act, violated sections 10(b) and
20(a) of the Securities Exchange Act, committed common law fraud
and misrepresentation, and tortiously interfered with
Plaintiffs' contract.

The law firm of Hughes & Luce, L.L.P., based in Dallas, Texas,
will be acting as class counsel in this lawsuit and will
represent the interests of the class. Any class member who wishes
to serve as lead plaintiff in place of those already named in the
complaint may request by motion that the court appoint them lead
plaintiff no later than sixty (60) days from the date of this
notice. Contact Hughes & Luce L.L.P. Jim McCarthy Esq.,
214/939-5500 mccartj@hughesluce.com Craig Budner Esq., 214/939-
5500 budnerc@hughesluce.com Beth Bivans Esq., 214/939-5500
bivansb@hughesluce.com Web site: http://www.hughesluce.com


LOEWEN: Exclusivity Extended
----------------------------
In the case of Loewen Group Inc., Judge Walsh extended the
Debtors' exclusive period during which to file a plan of
reorganization through February 29, 2000 and granted a
concomitant extension of their exclusive period during which to
solicit acceptances of that plan through April 28, 2000.  


MEDPARTNERS: Apria Healthcare Proposes Payments to Professionals
-----------------------------------------------------------------
Apria Healthcare states that significant problems still exist
with the payment by the debtor, Medpartners Provider Network,
Inc. of post-petition administrative claims to providers.

Apria claims that because the debtor has not rejected or assumed
assigned agreements with providers, and because the agreement
between Apria and the debtor has not expired by its own terms,
services provided post-petition by Apria are still the
responsibility of the debtor.  As of September 10, 1999, Apria
was owed $321,250 plus capitation payments.

Apria proposes that professionals currently receive 80% of their
fees being sought, on the condition that the debtor set aside
$500,000 in a segregated account for the payment of the
outstanding post-petition claims of Apria.  Apria claims that
plenty of funds are available to pay all post-petition claims,
with a balance of $76 million remaining for pre-petition claims.
"The setting aside of a mere $500,000 should not create any
problems."


MOBILE ENERGY: Order Extends Time To Assume/Reject Leases
---------------------------------------------------------
The time for the debtors, Mobile Energy Services Company LLC and
Mobile Energy Services Holdings, Inc. to assume or reject any and
all leases of nonresidential real property is extended to and
including January 15, 2000.


NEXTWAVE: Investors Commit To Provide $700M
-------------------------------------------
NextWave Telecom Inc. announced on September 20, 1999 that Texas
Pacific Group, Oak Investment Partners and BFD Equity Associates
are leading a group of investors that have committed to provide
in excess of $ 700 million of new equity to support NextWave's
Plan of Reorganization.  The other major investors include Bay
Harbour Management, Joseph Littlejohn & Levy, Canyon Capital and
several other major financial institutions. The funding will
allow NextWave to offer open-access broadband wireless Internet
and competitive residential and small business local telephone
service from coast to coast.  

NextWave's carriers' carrier strategy will allow existing
carriers and new service providers to market NextWave's network
services through wholesale airtime arrangements offered by the
company. NextWave has received strong interest from, and is in
active discussions with, a large number of the nation's largest
Internet Service Providers ("ISPs"), Internet portal and content
providers, long distance companies or Inter-Exchange Carriers
("IXCs"), Competitive Local Exchange Carriers ("CLECs"),
Incumbent Local Exchange Carriers ("ILECs") and other existing
wireless carriers regarding proposals to partner with the company
to resell packet-based data and voice services that will be
offered over NextWave's network. By purchasing wireless
Internet access and voice services from NextWave, a broad number
of companies will have access to and be able to offer
competitively priced wireless services under their own brand
names without substantial capital investment. By accessing
NextWave's network, these companies will be able to extend the
geographic reach of their current networks and, in many cases,
offer a last mile solution for high-speed data and voice services
to fixed and mobile customers.

Oak Investment Partners is a leading venture capital firm
with over $ 2.5 billion under management. With Offices in Silicon
Valley, Westport, CT, and Minneapolis, MN, Oak invests in
telecommunications, information technology and e-commerce
companies with over $ 1.5 billion already invested in such
entrepreneurial companies whose annual revenues in total now
exceed $ 50 billion and employ hundreds of thousands of
Americans.

Texas Pacific Group, founded in 1993, is a private investment
partnership with capital in excess of $ 7 billion, and with
offices in Fort Worth, TX, San Francisco, CA, Washington, D.C.,
and London. The partnership has made significant investments in a
broad range of industries, including,
technology/telecommunications, consumer products, healthcare,
airlines, food and beverage, and oil and gas. BFD Equity
Associates is an affiliate of BFD Holdings, Ltd., which is
the lead investor in the debtor in possession financing to
NextWave.

NextWave Telecom Inc. (www.nextwavetel.com) was organized in 1995
by an experienced management team with extensive expertise in
wireless communications network design and operations, finance,
legal, regulatory, and legislative matters. NextWave intends to
be a leading provider of wireless high speed Internet access and
voice communications services for mobile and local residential
and small business applications on a nationwide basis. NextWave
has made significant investments in network design and has
developed plans to build and operate the first third generation
(3G) Internet Protocol (IP) based packet-switched wireless
network. NextWave holds a total of 95 PCS licenses covering more
than 163 million POPs representing the third largest wireless
franchise in the U.S. NextWave's licenses cover all top 10 U.S.
markets, 28 of the top 30 markets, and 40 of the top 50 markets.
NextWave's carriers' carrier strategy will allow existing
carriers and new service providers to market NextWave's network
services through wholesale airtime arrangements offered by the
company.


PHILIP SERVICES: Filed Amended and Restated Plan
------------------------------------------------
Philip Services Corp. (TSE/ME: PHV) today announced that the
Company has filed an Amended and Restated Plan of Compromise and
Arrangement in Canada (the "Canadian Plan") under the Companies'
Creditors Arrangement Act ("CCAA"), and an Amended Joint Plan of
Reorganization ("the U.S. Plan") and a Disclosure Statement under
Chapter 11 of the U. S. Bankruptcy Code.

The amended Plans provide that the claims of Canadian creditors
against Philip Services Corp. will be dealt with in Canada under
the CCAA proceedings. The amended Canadian Plan also provides
that in the event that certain conditions are not satisfied or
Canadian unsecured creditors vote to reject the Canadian Plan,
the Company can implement an alternative means to complete its
restructuring. Under the alternative structure, the restructuring
of Philip Services Corp. and its Canadian subsidiaries would be
accomplished through the transfer of their businesses as a going
concern to one or more direct or indirect subsidiaries of Philip
Services (Delaware), Inc.

Philip's lending syndicate have confirmed their support of the
Company's amended Restructuring Plans. In addition, the official
committee of unsecured creditors appointed under the Chapter 11
proceedings, have confirmed their support of Philip's U.S. Plan.
The unsecured creditor committee, which represents the Company's
major unsecured creditors, has urged holders of unsecured claims
to vote in favour of the U.S. Plan. This is a major step
towards the successful and timely completion of Philip's
financial restructuring.

Philip Services is an integrated metals recovery and industrial
services company, with operations throughout the United States,
Canada and Europe. Philip provides diversified metals services,
together with by-products management and industrial outsourcing
services, to all major industry sectors.


PRIMARY HEALTH: Hearing To Approve Arthur Anderson
--------------------------------------------------
The debtors, Primary Health Systems, Inc. and its affiliates seek
approval of the employment of Arthur Anderson LLP as the debtors'
accountants and financial advisors, nunc pro tunc to August 15,
1999.

A hearing to consider the application will be held on September
24, 1999 at 9:30 AM before the Honorable Mary F. Walrath, 6th
Floor, Marine Midland Plaza, 824 Market Street, Wilmington,
Delaware.


RIGCO NORTH AMERICA: Court Approves Professionals
-------------------------------------------------
The US Bankruptcy Court for the Southern District of Texas
entered an order authorizing the employment of Akin, Gump,
Strauss, Hauer & Feld, LLP as counsel for the debtors.

The court also entered an order authorizing and approving the
employment of Normarine Offshore Consultants.


RIGCO NORTH AMERICA: Interim Order Authorizes Cash Collateral Use
-----------------------------------------------------------------
The debtors RIGCO NORTH AMERICA, LLC and its affiliates are
engaged in the business of owning and operating semi-submersible
offshore drilling rigs in offshore waters in the Gulf of Mexico
and off the Canadian coast.

The pre-petition lenders assert a security interest in
substantially all of the debtors' property including the proceeds
and product of agreements or leases and assets related to the
production of oil and gas, to secure obligations of the debtors
to the pre-petition lenders exceeding $62 Million.

Use of the cash collateral is necessary to preserve the debtors'
businesses, and the going concern value of the collateral.  The
debtors state that the pre-petition lenders' interests in the
collateral, including the cash collateral is oversecured.  
Consequently the cash collateral can be adequately protected by,
among other things, the equity cushion and continuing valid and
perfected replacement lien on and security interest in the
proceeds generated from any management and charter agreement to
which the debtors are party.

The court entered an order authorizing the debtor to use $409,637
until September 19, 1999.


STORMEDIA INC: Disclosure Statement and Joint Plan
--------------------------------------------------
The hearing for approval of the Disclosure Statement of Stormedia
Incorporated and its debtor affiliates will be held on October
13, 1999 at 9:30 AM in Courtroom 3099, the Honorable Arthur S.
Weissbrodt, 280 South First Street, San Jose, California 95113-
3099.

Summary of Treatment for Creditors and Shareholders under the
plan:

Class                     Description                Treatment

1A     Priority Claims Against Akashic or AKT        Unimpaired
1B     Priority Claims against Inc, Int'l or Strates Unimpaired
2               Priority Tax Claims                  Unimpaired
3A             Foothill Group Secured Claim          Impaired
3B             Bank Group Secured Claim              Impaired
3C             Other Secured Claims                  Unimpaired
4A             StorMedia Unsecured Claims            Impaired
4B             Akashic Unsecured Claims              Impaired
4C             Bank Group Deficiency Claim           Impaired
4D            Bank Group Limited Deficiency Claim    Impaired
5              Intercompany Claims                   Impaired
6              Subordinated Claims                   Impaired
7              Interests in the debtors              Impaired

The plan is based upon three linked settlements.  Two of the
settlements are between the estates and the Bank Group.  The
third is between the Akashic and AKT Estates, on one hand, and
the Incorporated, International and Strates estates, on the
other. The Bank Group shall be allowed an Allowed Claim against
each of the Estates in the amount of $38.33 million less amounts
received plus interest due. The first settlement resolves the
Committee's claim that the Bank Group's claims against Akashic
and AKT and the liens securing those claims, especially the lien
on the Kulim Facility were avoidable as fraudulent conveyances.  
The second settles the Bank Group's assertion that it has a
perfected lien in the debtors' claims against Maxtor and has the
right to control the litigation and receive all proceeds until
the Bank Group's debt is paid in full before unsecured creditors
receive anything.  In the inter-estate settlement, the Akashic
and AKT Estates agree to contribute to the funding of the Maxtor
Litigation in return for a portion of any net recovery.

As a result of these settlements, the Akashic and AKT Estates
will receive 1/2 of the net proceeds realized from the sale of
the Kulim Facility.  Half of this amount will be funded from the
proceeds of the Kulim Facility and the other half from any net
recovery in the Maxtor Litigation.  The Akashic and AKT estates
also agree to contribute a portion of their share of the Kulim
Facility Net Sale Proceeds to funding the Maxtor Litigation.

The Incorporated, International and Strates Estates receive
through the settlements with the Bank Group a participation in
the proceeds received in the Maxtor Litigation before the Bank
Group is paid in full.

The five estates will be consolidated into two estates.


STORMEDIA INC: Asks Court to Value Certain Property
----------------------------------------------------
The debtors state that the county of Santa Clara has made a
demand for certain unpaid property taxes.  The debtors believe
that the assessments and the taxes owing are not correct.

The total amount of taxes in dispute for 1997 and 1998 is in
excess of $3.3 million.  The debtor states that the valuations
are in error because the properties are less valuable than they
were in the past.  The debtors are currently in the process of
liquidating substantially all of their property and the amounts
that they have realized from the sales is  far less than the
county's valuations of the property.


STUART ENTERTAINMENT: Bank Supports Stay of Pre-Petition Payments
-----------------------------------------------------------------
HSBC Bank USA supports the motion of the Official Committee of
Unsecured Creditors of Stuart Entertainment Inc. for entry of an
order staying the debtor from making payments to its pre-petition
vendors and suppliers.

The Bank is the Indenture Trustee of the Series B 12 1/2% Senior
Subordinated Notes due 2004. The Indenture Trustee states that
while there may be certain vendors and suppliers whose good and
services are essential to the ongoing operation of the debtor it
is highly unlikely that every single prepetition trade creditor
qualifies under such standards.  "The debtor should at the very
least identify its "critical trade vendors," cap the amount
payable under any order allowing payment of prepetition claims
and demonstrate that the debtor has adequate resources to make
the payments."



TELEPAD CORP: Hearing to Consider Disclosure Statement
------------------------------------------------------
A hearing to consider approval of the Disclosure Statement of
Telepad Corporation is set for September 28, 1999 at 9:00 AM
before the Honorable Peter J. Walsh.  If the disclosure statement
is approved, then a hearing to consider confirmation of the plan
shall be held on October 8, 1999 at 9:30 AM.

The plan generally contemplates the liquidation of the debtor's
assets, including inventory, accounts equipment, general
intangibles and the causes of action.  The debtor may not be able
to perform under a certain bid accepted by Montgomery County, Md.
(worth up to $1.4 million) if the debtor does not emerge from
Chapter 11 by October 9, 1999.

The plan provides for the payment of allowed secured claims in
full by deferred cash payments totaling at least the allowed
amount of such claims.  The plan provides for the payment in full
of allowed administrative expense claims, allowed priority tax
claims, and allowed other priority claims from the proceeds of
property of the estate, including inventory, accounts, equipment,
causes of action, the Montgomery County bids and/or contracts,
general intangibles and any other property of the estate in the
order of priority.  The plan further contemplates the payment,
pro rata of allowed unsecured nonpriority claims out of the
proceeds of such property of the estate.  The debtor is
insolvent, and holders of allowed interests shall be extinguished
and shall not receive any property of the estate.


TRANSTEXAS GAS: Credit Suisse Seeks Subordinated Debt Panel Seat
----------------------------------------------------------------
The U.S. Trustee acting in TransTexas Gas Corp.'s bankruptcy case
recently appointed a  committee of subordinated bondholders of
TransTexas without including the holder of 40% of  the
subordinated debt issue, Credit Suisse. Credit Suisse, which also
holds a majority of the secured bonds of TransTexas' parent
TransAmerican Energy Corp. (TEC), is not the least bit
pleased that it was excluded from the committee on Sept. 1,
TransTexas' counsel Peter Holzer of Jordan, Hyden, Womble &
Culbreth told Federal Filings Business News.


TRANSTEXAS GAS: Second Quarter Results
--------------------------------------
TransTexas Gas Corporation (OTC BB:TTGGQ) reported that
operating results for its second fiscal quarter ended July 31,
1999, included a net loss of $ 7.0 million, or $ 0.12 per share
on revenues of $ 28.6 million. This compares with a net loss of
$0.8 million, or $ 0.01 per share and revenues of $ 71.4 million,
in the prior year quarter.

Results for the quarter ending July 31, 1999 reflect the fact
that the Company ceased accruing interest, after April 30, 1999,
for its liabilities subject to compromise, as a result of the
Company's Chapter 11 filing.

Year-ago figures include a $ 47.7 million gain on the sale of
oilfield service assets and a non-cash impairment charge of $
21.8 million related to lower commodity prices and asset
valuation. Adjusting for the gain on the sale of assets,
impairment charge and related income taxes in the prior year, the
comparable net loss for that period was $ 17.6 million, or $ 0.31
per share.  

On April 19, 1999, TransTexas filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code, in order to preserve cash
and give the Company the opportunity to restructure its debt. The
Bankruptcy Court has approved DIP financing of up to $ 30
million. The Company filed its amended plan of reorganization on
July 23, 1999 and its initial Disclosure Statement on August 13,
1999.  

Cash flow from operations was $ 2.2 million for the quarter
versus a deficit of $ 19.6 million in the previous year quarter.
Total capital expenditures were $ 5.9 million, versus $ 67.0
million in the prior year.

For the first six months of fiscal 2000, ended July 31, 1999,
TransTexas had a net loss of $ 41.4 million, or $ 0.72 per share,
on revenues of $ 47.6 million. This compares to a net loss of $
7.6 million, or $ 0.13 per share, on revenues of $ 104.9 million
in the first six months of fiscal 1999.


TRISM INC: Files Petitions For Financial Reorganization
-------------------------------------------------------
On September 16, 1999, TRISM, Inc., filed petitions for its
previously announced financial reorganization under Chapter 11 of
the United States Bankruptcy Code 11, U.S. C. Sections 101 et
seq.  The petitions were filed in the United States Bankruptcy
Court for the District of Delaware. Simultaneously, TRISM filed a
Plan of Reorganization which embodies the "pre- arranged"
restructuring agreement and a proposed disclosure statement.
TRISM received interim court approval for a $42.4 million
DIP financing facility to be provided by the CIT Group/Business
Credit, Inc.  The foregoing summary does not purport to be
complete and is subject to a final court approval scheduled for
mid-October.

TRISM and its operating subsidiaries are continuing to operate
their business and assets as debtors-in-possession.  As
previously announced TRISM will satisfy all trade and leasing
obligations, significantly reduce long-term debt, and meet
all other debt obligations in full.

TRISM, Inc. is the nation's leading transportation company that
specializes in the transportation of heavy weight, over-
dimensional, environmental, and secured materials.  TRISM
provides a full range of logistics services for specialized
markets, intermodal management services, and worldwide super
heavy haul project services.

   
USTEL: Completes Sale of Long Distance Telecommunication Assets
---------------------------------------------------------------
UStel, Inc. (OTC:USTL) (OTC:USTLW) UStel, Inc. has completed
the sale of its long distance telecommunications assets and the
assets of its wholly-owned subsidiary, Arcada Communications,
Inc., to OneStar Long Distance, Inc.  Under the terms of the
Asset Purchase Agreement, OneStar purchased substantially all of
the long distance telecommunications assets of UStel for
approximately $ 7.5 million in cash. OneStar will also pay
additional consideration to UStel subject to the collection of
certain of UStel's accounts receivable. In addition, UStel, has
entered into an Asset Purchase Agreement relative to the sale of
its Pacific Cellular assets for approximately $ 2.7 million cash.  
The sale of the assets to OneStar, and the contemplated sale of
the Pacific Cellular assets, completes in substantial part
UStel's efforts to sell all of its assets which are subject to
the protection of Chapter 11 of the United States Bankruptcy
Code. All of the proceeds from the sale of such assets
will be applied toward partial payment of a term loan, revolving
credit facility, equipment loan and debtor-in-possession loan
from UStel's secured lenders, Goldman Sachs Credit Partners L.P.
and Coast Business Credit. As a result, the Company believes that
no proceeds from the sale to OneStar and the sale of the Pacific
Cellular assets will be available to satisfy claims of the
unsecured creditors and shareholders.  UStel continues to
evaluate whether any other claims either exist or should be
pursued on behalf of the unsecured creditors and shareholders.  
UStel will continue the process of winding down its operations
for the next 90 days.


VENCOR: MOTION TO HONOR HCFA REPAYMENT OBLIGATIONS
--------------------------------------------------
As widely reported, in April 1999, the Health Care Financing
Administration informed Vencor that the Medicare program had
overpaid approximately $90,000,000 and demanded the return of
those monies.  Negotiations culminated in Vencor's agreement to
repay approximately $1,500,000 per month, beginning May 8, 1999,
with interest accruing at 13.75% starting in November 1999,
bringing the monthly payment to $2,000,000 through March 2004.  

By this Motion, the Debtors seek the Court's authority to honor
that payment plan.  The Debtors stress that if the payments to
HCFA are not continued, HCFA will withhold all subsequent
reimbursements to the Debtors.  The Debtors' cash flow and
operations would fail if that were to happen.

Judge Walsh makes it clear in his order granting this request
that although the Debtors are authorized to make the monthly
payments to HCFA, they are not required to do so and they reserve
all of their rights against HCFA.  


WIRELESS ONE: Approval of Disclosure Statement
----------------------------------------------
On September 2, 1999, the US Bankruptcy Court for the District of
Delaware approved the First amended Disclosure Statement as
containing adequate information within the meaning of the
Bankruptcy Code.

The hearing to consider confirmation of the First Amended Plan,
and amendments will be held before the Honorable Peter J. Walsh,
US Bankruptcy Judge, 824 Market Street, Fifth Floor, Wilmington
Delaware on October 22, 1999 at 10:00 AM.

                                                         
                  **********

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co- published by
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