TCR_Public/990923.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       Thursday, September 23, 1999, Vol. 3, No. 184                                              

AMPACE CORP: Applies To Employ Davenport, Files & Kelly
APS: Texas Taxing Entities Object To Confirmation of Plan
BOSTON CHICKEN: Creditors Opposed to Exclusivity Extension
BREED TECHNOLOGIES: Methode Discusses Impact of Bankruptcy
CRIIMI MAE: Apollo Real Estate To Invest In Company's Shares

CRIIMI MAE: Declares Dividend Payment In New Series Of Stock
DOW CORNING: Motion To Compromise Stabiles Claim
EATON'S: To Sell More Assets, Possibly by Month's End  
ELDER BEERMAN: Will Work With Dissident Shareholders
ENSEC INTERNATIONAL: Finkel Grants Proxy To Rosa

ENSEC INTERNATIONAL: Letter Of Intent To Sell Certain Assets
FORCENERGY: Objection To Disclosure Statement
GENEVA STEEL: Seeks Approval of Sale of Keigley Quarry Property
HARNISCHFEGER: Motion To File Attorneys' Fees Under Seal
ICF KAISER: Restructuring Plan Designed To Reduce Costs

IMAGYN MEDICAL: Seeks Extension of Exclusivity
INCO HOMES: Closing Down Operations/Shareholders Loss Probable
LIBERTY HOUSE: Order Extends Time To Assume or Reject Leases
MEDPARTNERS: Seeks Extension of Exclusivity
MENATAP BANK: One Of Russia's Largest To Liquidate

NOVACARE: Auditor Questions Viability
ORBITAL SCIENCES: Removes Registration Of Subordinated Notes
QUADRAX CORP: Plan of Reorganization With EB Acquisition
ROOM PLUS: Order Authorizes Arthur Andersen
SGSM ACQUISITION: Court Fixes Bar Date

SKYTELLER: Emerges From Chapter 11 As a Subsidiary of First Data
SMITH CORONA: Sales Decrease, Losses Increase
STUART ENTERTAINMENT: Implementation of Restructuring Plan
TRANSTEXAS GAS: Credit Suisse Demands To Be on Committee

VENCOR: Analysts Think Vencor Still May Survive
VENCOR: Motion To Honor Prepetition Employee-Related Obligations
WESTMORELAND COAL: Offers To Purchase Series A Preferred Stock


AMPACE CORP: Applies To Employ Davenport, Files & Kelly
Ampace Corporation and Ampace Freightlines, Inc. applied
for authorization to employ and retain Davenport, Files &
Kelly LLP as special counsel for the debtor.

The firm will defend Freightlines in the Parker Action, a
case alleging improper denial of health insurance benefits.
The firm charges hourly rates ranging from $150 per hour to
$110 per hour for attorneys.

APS: Texas Taxing Entities Object To Confirmation of Plan
The County of Brazos, City of Bryan, College Station Independent
School District, County of Denton, County of Leon, City of
Buffalo, Buffalo Independent School District, City of Waco,
Waco Independent School District and Midland Central Appraisal
District, represented by Michael Reed, Esq., of McCreary,
Veselka, Bragg and Allen, P.C., in Austin, Texas, object to
confirmation of the Joint Plan.

The Joint Plan, the Texas Taxing Authorities say, is
ambiguous. To the extent that the Debtors intend to classify
their claims as priority tax claims rather than secured
claims, the Texas Taxing Authorities object to confirmation.
If, however, the Debtors intended to recognize the secured
nature of the Texas Taxing Authorities' claims -- based on
applicable Texas statutes -- then they have no objection to
confirmation of the Plan.  (APS Bankruptcy News Issue 22;
Bankruptcy Creditors' Service Inc.)

BOSTON CHICKEN: Creditors Opposed to Exclusivity Extension
The official committee of unsecured creditors of Boston Chicken
Inc. is turning up the heat on the fast food chicken retailer's
increasingly contentious reorganization effort. The committee on
Friday filed an objection under seal to Boston Chicken's motion
for an extension of its exclusive periods to file a plan of
reorganization and solicit plan acceptances. Shortly before the
committee's objection was filed, Boston Chicken asked the court
to order that the document be filed under seal. (The Daily
Bankruptcy Review and ABI Copyright c September 22, 1999)

BREED TECHNOLOGIES: Methode Discusses Impact of Bankruptcy
Methode Electronics, Inc. (Nasdaq: METHA) today announced
that on Monday, September 20, 1999, one of its automotive
customers, Breed Technologies, Inc.  and certain of
Breed's domestic subsidiaries, filed a Voluntary Petition
for Reorganization under Chapter 11 of The Bankruptcy Code.

Methode is unable to predict how much, if any, of its
current outstanding balance with Breed will be collected
in the future.  Because of this uncertainty, Methode
is considering a charge to earnings of approximately
$3,000,000, equal to about $0.06 a share during its
second quarter ending October 31, 1999.  The amount of the
charge will depend upon the Breed Technologies bankruptcy

In its news release, Breed announced that it had received a
commitment from its lending group for up to $125,000,000 for
Debtor-In-Possession (DIP) financing.  The Breed release
further stated that the DIP financing, which is subject
to court approval, is expected to provide adequate funding
for all post-petition trade and employee obligations."

Methode's worldwide sales to Breed have recently been
averaging about $5,000,000 per quarter.

CRIIMI MAE: Apollo Real Estate To Invest In Company's Shares
Criimi Mae Inc. reports to the SEC that it entered into a Stock
Purchase Agreement with an affiliate of Apollo Real Estate
Advisors IV, L.P. Under the agreement, Apollo will purchase
$50 million, (up to $61 million under certain circumstances),
of a new series of convertible preferred stock which would
be part of the financing of an approximately $910 million
plan of reorganization whereby the company would emerge from
Chapter 11.  The agreement, which is subject to bankruptcy
court approval, received the unanimous approval of Criimi
Mae's Board of Directors.

The special reorganization committee, composed of the outside
directors of the company, recommended Board approval of the
agreement with Apollo.

In addition to the new equity investment, the agreement
and the proposed plan call for approximately $435 million
of debt financing, some of which would come from existing
debtholders, and $425 million of additional amounts, the bulk
of which will result from the sale of certain commercial
mortgage-backed securities.  Prior to October 5, 1999, (
a date which could be extended under certain conditions),
Apollo has the right to commit to purchase the commerical
mortgage-backed securities at specified spreads over relevant
treasury rates.  The company would retain related servicing
rights so long as Apollo controls the entity which holds
these bonds.  At the company's option, up to $11 million of
the $425 million of the additional amounts may come from a
rights offering in which existing common stockholders would
be able to purchase new preferred stock on a pro rata basis.

The new preferred stock to be purchased by Apollo would be
convertible into common stock at an initial conversion price
of $3.25 per share, subject to an initial adjustment based
on the company's debt costs and thereafter subject to certain
anti-dilution adjustments.  Eighteen months from the issuance
of the preferred stock, the conversion price would be subject
to a one-time revision if the average market price during two
60-day reference periods is less than $4.75 per share. If such
a revision is necessary, the revised conversion price will
become a percentage, (60% to 70% based on an agreed schedule),
of the average market price during the reference periods.

Under the proposed plan, the existing Series B Preferred Stock
would become junior to the new preferred stock for 20 months
and pari passu thereafter, with the current Series B dividend
subject to upward adjustment as a result of confirmation of
the proposed plan by the bankruptcy court.  The Series C and
Series D Preferred Stock would be redeemed in accordance with
their terms.

Holders of the company's publicly-traded 91/8 % Senior Notes
and other unsecured creditors would be paid in full, a portion
in cash and a portion in new debt.

Pursuant to the agreement, the Board of Directors will be
increased to nine members with holders of the new preferred
stock electing four of the members.

Criimi Mae has agreed that it will file a motion for
expedited approval of certain provisions of the agreement
involving, among other things, a buyer break-up fee and
buyer reimbursement and commitment fees.  The agreement
is also subject to certain other conditions, including an
eighteen-business day due diligence condition.

Criimi Mae Chairman, William B. Dockser said, "The agreement is
an important step toward emerging from Chapter 11. Apollo's
investment with us provides additional capital while the
plan to sell commercial mortgage-backed securities slims
down Criimi Mae.  Taken in its entirety, the agreement and
the proposed plan establish a base for growth."

CRIIMI MAE: Declares Dividend Payment In New Series Of Stock
CRIIMI MAE Inc. reports to the SEC that on September 14, 1999,
the Board of Directors of Criimi Mae Inc. declared a dividend
for common shareholders of record as of October 20, 1999.
The dividend will be payable on November 5, 1999 in up to an
aggregate of 1.61 million shares of a new series of $10 Face
Value Series F Redeemable Cumulative Dividend Preferred Stock.
The distribution is designed to satisfy the company's remaining
federal income tax obligation for the 1998 tax year.

Holders of record of each share of Criimi Mae common stock
will be entitled to receive 3/100ths of a share of the new
Series F Dividend Preferred Stock (i.e., three shares of
Series F Dividend Preferred Stock for every 100 shares of
common stock held).  Series F Dividend Preferred Stock will be
issued in whole shares, with shareholders receiving cash from a
transfer agent for their fractional share interests at a price
equal to the average sales price of all aggregated fractional
shares sold by the transfer agent, less transaction costs.

The Series F Dividend Preferred Stock will be convertible
into shares of common stock during two, 10-business day
windows: the first commencing on November 15, 1999, and the
second commencing on January 21, 2000.  Conversions will be
based on the volume-weighted average of the sale prices of
the common stock for the 10-trading days prior to the date
converted, subject to a floor of 50% of the volume-weighted
average of the sale prices of the common stock on November 5,
1999. At the end of the second conversion period, February 4,
2000, all conversion rights of Series F Dividend Preferred
stockholders will expire.

The Series F Dividend Preferred Stock provides for cash
dividends at an annual fixed rate of 12%. The first dividend
will be paid no earlier than the end of the calendar quarter in
which the company's anticipated plan of reorganization becomes
effective, and no more than quarterly thereafter. Series F
Dividend Preferred Stock is redeemable at the company's option
after November 5, 2000 at a price of $10.00 per preferred
share plus accrued dividends.

On an historical note: on October 5, 1998, Criimi Mae Inc. and
two affiliates filed for protection under Chapter 11 of the
U.S. Bankruptcy Code. Before filing for reorganization, the
company had been actively involved in acquiring, originating,
securitizing and servicing multi-family and commercial
mortgages and mortgage related assets throughout the United
States. Since filing for Chapter 11 protection, Criimi Mae
has suspended its loan origination, loan securitization
and commerical mortgage-backed securities acquisition
businesses. The company continues to hold a substantial
portfolio of subordinated commerical mortgage-backed securities
and, through its servicing affiliate, acts as a servicer for
its own as well as third party securitizations.

DOW CORNING: Motion To Compromise Stabiles Claim
Prior to the Petition Date, Rebecca and Robert Stabiles obtained
a $1,745,000 judgment against Dow Corning in the Superior Court
of Los Angeles County, California. Dow Corning perfected an
appeal and the bankruptcy filing stayed further litigation.
Mr. and Mrs. Stabiles have each filed a proof of claim for
$1,745,000 against Dow Corning. Following negotiation, the
Stabiles have agreed to consolidate their claims, reduce them
to $1,200,000, and waive all claims to post-petition interest.
Dow Corning believes this is a fair and reasonable compromise.
Accordingly, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, Dow Corning asks Judge Spector to approve
this compromise and settlement in all respects. (Dow Corning
Bankruptcy News Issue 69; Bankruptcy Creditors' Service Inc.)

EATON'S: To Sell More Assets, Possibly by Month's End  
Canadian retailer T. Eaton Co. said this week it expects to sell
its remaining assets by the end of the month, according to
Reuters. On Monday the company announced it had sold its name,
trademark and eight of its stores to Sears Canada Inc., but the
company still has its flagship store in Montreal and 45 others to
sell. The 130-year-old department store chain has received
interest in the remaining assets and has already accepted an
offer for its main distribution warehouse in Toronto. Eaton's
sought protection from creditors under the Bankruptcy and
Insolvency Act on August 23 and plans to apply next week to the
courts under the Companies Creditors' Arrangement Act. (ABI 22-

ELDER BEERMAN: Will Work With Dissident Shareholders
Top executives of Elder-Beerman Stores Corp. have met with
dissident major shareholders Snyder Capital Management LP
and PPM America Inc. and will work with the money management
firms to make the retailer profitable again, an Elder-Beerman
executive said Tuesday.

"We have had meetings with both of these shareholders in
which we discussed their requests," said Scott Davido, chief
financial officer and treasurer for Elder-Beerman. "We want
to be cooperative and work with these shareholders. The board
currently is evaluating their requests."

Snyder Capital Management of San Francisco and Chicago-based
PPM America, Chicago, who together hold nearly a third of
Elder-Beerman shares, urge in new Securities & Exchange
Commission filings that the board get two new faces. The
requests were made in letters sent to Elder-Beerman Chairman
and Chief Executive Frederick J. Mershad.

The demands of the money management firms differ from that of
David Nierenberg, another major Elder-Beerman shareholder who
asked in August that the board either replace the company's
two top officers or sell the 60-store chain.

Nierenberg has threatened to call a special meeting of
Elder-Beerman shareholders if the company isn't on the rebound
by the year's end.

If management doesn't fix the company by Christmas, said
Nierenberg, or if the board doesn't fix management, "there is
enough support to call a special shareholders meeting and have
the shareholders make whatever changes we think are necessary."

Nierenberg, whose investment group holds 849,000 shares or 5.5
percent of Elder-Beerman shares, said linking with Snyder and
PPM will give them 37.7 percent of the outstanding stock. He
said they can gather support from other large shareholders
and raise that to more than the 51 percent needed to summon
a special meeting.

In its SEC filing, Snyder Capital Management, holder of 19.6
percent of the stock, requested that two board members be
replaced. Margo Murtaugh, portfolio manager, said Elder-Beerman
could benefit from new directors with wider experience. She
said the board, chosen with creditor input after the Chapter
11 reorganization, is weighted with people experienced in
bankruptcy matters.

"It would be good to have some new talent," Murtaugh said.

She had no particular directors in mind for removal. However,
she said the Snyder Capital may have replacement candidates
in mind but declined to elaborate.

Murtaugh also urged Elder-Beerman to revoke the company
rule requiring a super majority or 72 percent vote to remove
directors and the staggered year election of directors.

Murtaugh said Snyder Capital is not working in concert with
Nierenberg. But she said his August call to action spurred
the company to ask for changes.

However, she said Snyder disagrees with Nierenberg in wanting
top management fired. "We are supportive of management and
of the chairman and chief executive, Fred Mershad," Murtaugh
said. "There have been mistakes made, but he is a seasoned
executive and these things happen in business. It seems that
he is moving forward."

PPM America's filing is similar to that of Snyder Capital
Management but asks that the board be expanded by two
members. PPM also asks that the posts of board chairman and
chief executive be held by separate individuals.

While Snyder Capital Management and PPM America urge changes,
the companies have heavily increased their holdings this year.

In Elder-Beerman's May proxy statement, Snyder Capital is
listed as holding 1.7 million shares, or 10.8 percent, of the
common stock. As of last week, the company held 3.2 million
shares, or 19.6 percent.

PPM America held 786,765 shares, or 5 percent, last
May. Currently, the company holds 1.95 million shares, or
12.6 percent.

Murtaugh said they bought more stock in August when the share
price plummeted to 5 a share after management warned that
the fiscal second quarter loss would be greater than expected.

In late August, Moraine based Elder-Beerman reported a
fiscal second quarter net loss of $1.3 million. At that time,
Mershad pledged that the company would turn itself around in
time for the holiday shopping season. Mershad also announced
a program to repurchase $24 million of company shares.

Elder-Beerman shares (NASDAQ:EBSC) closed Tuesday at 6 9/16,
off 1/16.

ENSEC INTERNATIONAL: Finkel Grants Proxy To Rosa
------------------------------------------------ On September
9, 1999, Ronan C. do Couto Rosa was granted a proxy from
Charles Finkel, sole beneficial owner, whether directly or
indirectly, of Fugrow Investments, Inc., Tecpo Comercio e
Representacoes Ltda. Brazil, Mayfair Ltd. Partnership and
Mayfair Co. (collectively, the "Finkel Entities"). By virtue of
the proxy, Mr. Rosa may vote an aggregate of 3,425,000 shares
of common stock of Ensec International, Inc., which constitutes
approximately 57% of the company's outstanding common stock.
The proxy has been granted by Mr. Finkel pending the execution
of a definitive stock purchase agreement between Mr. Rosa
and the Finkel Entities under which Mr. Rosa will acquire
the shares from the Finkel Entities.

It is contemplated that the acquisition will be consummated
for consideration of $1.00 plus the assumption by Mr. Rosa
of all personal liabilities (including certain personal
guaranties not in excess of $2,200,000) of Mr. Finkel in
connection with the company and the release of Mr. Finkel
from such liabilities. Upon completion of the acquisition,
neither Mr. Finkel nor the Finkel Entities will own or vote
any shares of common stock of Ensec International.

Mr. Finkel was the President, Chief Executive Officer and a
director of the company prior to the issuance of the proxy. He
resigned from all of his offices and positions with the
company as of September 9, 1999.

The company's Board of Directors adopted resolutions by
unanimous written consent on or about September 9, 1999 to
increase the size of the Board of Directors from three to four
directors, nominate and elect Ronan C. do Couto Rosa to fill
the Class III directorship vacated by Mr. Finkel; nominate
and elect Fernanda Rosa to a Class III directorship with a
term expiring at the annual shareholders' meeting for 2002;
and nominate and appoint Mr. Rosa to the offices of President
and Chief Executive Officer, which offices were vacated by
Mr. Finkel, to serve the balance of the unexpired term.

ENSEC INTERNATIONAL: Letter Of Intent To Sell Certain Assets
On September 9, 1999 Ensec International entered into an Asset
Purchase Letter of Intent with American Computer Machines
Enterprises, Inc. which expresses their mutual understanding
about the terms and conditions of an agreement in which
American Computer Machines Enterprises will purchase certain
assets of the company.  The consideration to be paid will
be determined by mutual agreement pending the performance
of an independent appraisal of the assets by an investment
banking firm. American Computer Machines Enterprises has
agreed to pay $150,000 to the company as soon as practicable,
in contemplation of the execution of a definitive asset
purchase agreement and as an advance on the purchase price. The
parties contemplate that the asset purchase will include the
company's En2000(TM) software. The value of the software was
previously written off by the company and is not reflected
in the financial statements of the company.

FORCENERGY: Objection To Disclosure Statement
Ocean Energy, Inc., a creditor of Forcenergy Inc. and Forcenergy
Resources, Inc. claims that Exhibits 5 through 10 of the
Disclosure statement are incomplete indicating that information
is "to come."  Ocean Energy, Inc. objects to the Disclosure
Statement because it is inadequate to inform creditors whether
to accept or reject the plan. Ocean Energy can not determine
whether its proof of claim is adequate as filed or whether it
needs to be amended pursuant to claims arising under rejected
contracts with the debtors and whether to vote in favor or
against the debtor's plan of reorganization.

GENEVA STEEL: Seeks Approval of Sale of Keigley Quarry Property
Geneva Steel Company seeks an order approving the sale of
the debtor's property known as the Keigley Quarry Property.
The property covers approximately 1,415 acres and includes
both patented and unpatented mining claims as well as water
rights and certain personal property owned by the debtor and
located at the site.  The purchaser is Oldcastle, Inc. and
the purchase price is $10 million, $8.5 million to be paid in
cash at closing and $1.5 million to be paid after issuance of
a governmental land use permit, subject to certain conditions.
Closing is subject to the debtor's not accepting any higher
and better offers for the Keigley Quarry Farm Property prior
to closing.

HARNISCHFEGER: Motion To File Attorneys' Fees Under Seal
Elam & Burke; Michael Best & Friedrich; Cooma, Lau & Loh;
Mayer Brown & Platt; Brand & Novak; McDermott Will & Emery;
Kirkland & Ellis; Clifford Chance; and Wachtell, Lipton, Rosen
& Katz will provide litigation services to the Debtors during
their chapter 11 cases.  Because professionals retained in a
bankruptcy case are required to file detailed descriptions of
the services they perform when requesting interim compensation,
the Debtors are concerned that opposing parties will intercept
these records, be able to ascertain the Debtors' litigation
strategies, and the likelihood of success in litigation will
be compromised.

To solve this problem, the Debtors ask Judge Walsh to
approve the public filing of redacted fee applications and
the simultaneous filing of unredacted fee applications
under seal with service only on the Committee and the
U.S. Trustee. (Harnischfeger Bankruptcy News Issue 11;
Bankruptcy Creditors' Service Inc.)

ICF KAISER: Restructuring Plan Designed To Reduce Costs
ICF Kaiser International Inc. reports gross revenue for the
quarter ended June 30, 1999 of $219,880 as compared with the
same period of 1998 when gross revenues were $263,129. For the
six months ended June 30, 1999 gross revenues were $445,377
compared to the same period of 1998 with gross revenues
of $519,968.

Net income for the quarter 1999 was $28,831 while in the 1998
same quarter there was a net loss of $35,668. In the six
month period net income was $23,112 and net loss $35,223,
1999 and 1998 respectively.

The company reports that its restructuring plan includes
actions to realign and reduce its post-divestiture overhead
cost structure such that the remaining levels are appropriate
for its continuing operations.  Elements of the overhead
reduction plan include an approximate 25% personnel reduction
in the company's wholly-owned North American operations,
downsizing facilities, closing of marginally profitable office
locations, discontinuing certain business offerings, improving
direct labor utilization on projects and enhancing project
controls to minimize risks of future contract losses. The
company indicates that because of certain centralized aspects
of its organization structure that existed prior to completing
certain divestitures, the cost reduction elements of that
phase of the plan could not begin effectively until after
the divestitures were completed.

According to the company, the results of the rightsizing
should be evident in its operating results after June 30, 1999.

IMAGYN MEDICAL: Seeks Extension of Exclusivity
Imagyn Medical Technologies, inc., et al., debtors, seek entry of
a court order extending by 60 days the debtors' exclusive periods
within which to file a plan or plans of reorganization
And solicit acceptances thereto.  The debtors seek a 60-day
extension through and including November 15, 1999 of the period
during which the debtors will maintain the exclusive right to
file a plan resolving this case, as well as a corresponding
60-day extension from November 15, 1998 through and including
January 13, 2000 of the period during which the debtors will
Have the exclusive right to solicit acceptances to such
a plan.  The debtor s seek this relief in an abundance of
caution in order to maintain exclusivity through the schedule
contemplated for plan confirmation.  The debtors have already
obtained approval of their Disclosure Statement and remain
confident that they will succeed in their request that this
court confirm the plan.

INCO HOMES: Closing Down Operations/Shareholders Loss Probable
Inco Homes is closing down operations as its efforts to raise
capital have been unsuccessful. Therefore, projects the company
was building for others for a fee are being returned to the
owners, one project was sold to its second trust deed lender
and another project is being deeded to its second trust deed
lender who intends to build it out with another builder. Land
that the company owns is being offered for sale.

The company's liabilities exceed its assets by a significant
amount and it is unlikely that shareholders will receive
anything upon liquidation or dissolution of the company.

LIBERTY HOUSE: Order Extends Time To Assume or Reject Leases
The Honorable Lloyd King, US Bankruptcy Court, District of
Hawaii entered an order on September 13, 1999 extending the
time within which the debtor must assume, assume and assign
or reject the debtors' leases through and including January
31, 2000.

MEDPARTNERS: Seeks Extension of Exclusivity
------------------------------------------- The debtor,
Medpartners Provider Network, Inc. seeks an extension of
the debtor's plan exclusivity periods. A court approved
Global Agreement establishes the terms and conditions of a
funding commitment by MedPartners, Inc. and form a framework
for the orderly disposition of the debtor's operations and
MedPartners, Inc.'s physician practice management assets
located in California.

The requested 60-day extension is consistent with the terms
of the Global Agreement, and the debtor claims that the
requested extension of the exclusive periods will enable
the significant work performed by the debtor, the parties
to the Global Agreement and the representatives of all of
the constituencies who participated in the Global Agreement
negotiations to come to fruition in the form of a plan of
reorganization that maximizes the return for creditors.

The debtor requests that the court extend the exclusivity
period in which the debtor may file a plan by an additional
60 days to December 3, 1999.

In the event that the debtor files its plan by December
3, 1999, the debtor requests that its period to solicit
acceptances of the plan be extended for 60 days to February
1, 2000.

MENATAP BANK: One Of Russia's Largest To Liquidate
Creditors of the defunct Russian bank Menatep voted to liquidate
the institution, one of the country's largest banks, a newspaper
reported Wednesday, quoting the bank's temporary manager.

Menatep was dealt a crippling blow in last year's financial
crisis, then had its license revoked in May and had all but
ceased operations.

"Unfortunately, Menatep's current financial situation gave
creditors no other option than to call for bankruptcy,"
temporary manager Alexei Karmanov told the Moscow Times,
adding that 99 percent of creditors had approved the motion
in a meeting last weekend.

The creditors' decision must be considered by a Moscow
arbitration court, which still hasn't decided the bank's fate.

Karmanov said that temporary administrators would have trouble
finding all of Menatep's assets because the bank's former
managers withheld information on its foreign bank accounts,
according to the Moscow Times. Menatep denied holding back
any information.

The ailing bank's reported assets stand at the equivalent
of $1.57 billion, which is the same amount the bank owes its
creditors, Karmanov said.

But temporary managers said the bank's actual assets could
be as low as the equivalent of $175 million, with the rest
consisting of loans that probably won't be paid back.

Menatep was one of several big banks that collapsed in the
wake of the August 1998 economic crisis, when the government
defaulted on $40 billion of treasury debt and devalued
the ruble.

Millions of Menatep account holders lost their savings after
the bank, like many others, failed to pay out depositors,
or offered them only a small fraction of their money.

Menatep is also reportedly being investigated as part of a
U.S. probe into whether billions of dollars were laundered by
Russians through a New York-based bank. According to some
reports, Menatep funneled much of its money through the
bank. Menatep has denied any wrongdoing.

NOVACARE: Auditor Questions Viability
PricewaterhouseCoopers LLP, the independent auditor to NovaCare
Inc., has raised significant doubt as to the company's viability
as a going concern, according to a filing with the Securities
and Exchange Commission. The Pennsylvania-based provider of
rehabilitation and employee services reported a loss of $189.6
million for the year ended June 30. PricewaterhouseCoopers
also cited NovaCare's $175 million of convertible subordinated
debentures due Jan. 15.  According to the SEC filing, last month
the NovaCare Board of Directors approved a  restructuring to
generate the funds needed to make the payments. (ABI 22-Sept-99)

ORBITAL SCIENCES: Removes Registration Of Subordinated Notes
Orbital Sciences Corporation is removing from registration its
5% Convertible Subordinated Notes due 2002, together with the
related shares of Orbital Sciences Corporation common stock
issuable upon conversion of such notes.  Under the terms
of the Registration Rights Agreement dated September 16,
1997 between Orbital and the initial purchasers of the 5%
Convertible Subordinated Notes due 2002, Orbital was required
to keep the registration statement effective until September
16, 1999. Orbital has filed a post-effective amendment to
remove from registration $100,000,000 aggregate principal
amount of the 5% Convertible Subordinated Notes due 2002,
together with the related shares of Orbital common stock
issuable upon conversion of such notes, which remain unsold
as of the date of its post-effective amendment.

QUADRAX CORP: Plan of Reorganization With EB Acquisition
-------------------------------------------------------- The US
Bankruptcy Court for the District of Rhode Island has approved
the Joint Disclosure Statement filed by Quadrax Corporation
and the investor, E.B. Acquisition, LLC as containing adequate
information as required in the Bankruptcy Code.  The plan
provides that the existing shareholders will cumulatively
receive 5% of the outstanding new shares in the reorganized
debtor in a reverse stock split.

Unsecured creditors will receive an immediate distribution
of approximately 5.6 cents per dollar of their claim.
In addition, creditors will receive 1.29 shares of stock in
the reorganized debtor per dollar of their claim.  Under the
terms of the plan, creditors have an absolute right to turn in
their stock to an investment broker (Pond Equities, Inc) within
the first year for a guaranteed price of five cents per share.
As a result, the guaranteed value of the cash and the stock
is approximately 12 cents per dollar of claim.  This return
could be higher depending upon the value of the re-issued
stock. The investor shall receive 49% of the outstanding
new shares of the reorganized debtor. The reorganized
debtor shall issue a note to the investor in the amount of
$2.45 million, repayable in two years, bearing 8% per annum
interest. The investor will deposit $1 million to cover all
administration and priority expenses due.  Victel and Victor
shall be merged into the debtor, and the reorganized debtor
will assume all obligations of Victel and Vicotr including the
secured obligation of Congress Financial Corp.  In addition,
the note obligation will be secured by a second position lien,
subordinate to the lien of Congress, against all assets of
the debtor.

The reorganized debtor intends to continue its thermoplastic
tape business through an anticipated arrangement with the
Fuller Company pursuant to terms and conditions of a formal
agreement to be negotiated by the investor and Fuller,
and subject to approval of the Bankruptcy Court prior to
confirmation of the plan.

The hearing on confirmation of the plan will be held on
October 21, 1999 at 9:30 AM.

ROOM PLUS: Order Authorizes Arthur Andersen
------------------------------------------- The debtor, Room
Plus Inc. is seeking authority from the US Bankruptcy Court
for the District of New Jersey to employ Arthur Andersen LLP
as accountants to the debtor.

The firm will undertake the performance of certain accounting
functions for the debtor, including review and updating the
debtor's books and records, analyzing the profitability and
tax consequences of various properties, preparing audited
financials, preparation of tax and other filings required
by the SEC, preparation of required tax returns and monthly
reports, attending meetings with the Creditors' Committee
and other parties-in-interest and assisting the debtor in
formulating a plan of reorganization.

SGSM ACQUISITION: Court Fixes Bar Date
On September 10, 1999 the US Bankruptcy Court for the Eastern
District of Louisiana entered an order fixing October 31, 1999 at
5:00 PM as the Bar Date, the last date for creditors to file
proofs of claim or interest in the case of SGSM Acquisition
Company, LLC.

SKYTELLER: Emerges From Chapter 11 As a Subsidiary of First Data
SkyTeller, LLC announced that all conditions to the effective
date of its Plan of Reorganization ("the plan"), have now been
satisfied and that the plan is effective according to its terms.  
The plan had been confirmed on September 8, 1999, in the United
States Bankruptcy Court for the District of Colorado. Under the
plan, creditors are to be paid in full, with interest, and First
Data Corp. (NYSE: FDC) is to assume full ownership of the
reorganized company.

SkyTeller, a development stage company based in Englewood, Colo.,
provides innovative and convenient foreign currency exchange
services for international travelers.  Through SkyTeller In-
Flight Services(R), international travelers can purchase
destination currency from the comfort of their seat while
on board international flights.  And, through SkyTeller Pre-
Flight Services(R) currently available in the U.S., travelers can
purchase destination currency for delivery to their home or
office from participating travel agents, by visiting on the World Wide Web, or by calling SkyTeller
at 1-800-611-2122.

According to Kent T. Londre, president and chief executive
officer of SkyTeller, "The company is extremely pleased with
First Data's vote of confidence.  As a wholly owned subsidiary of
First Data, we believe we now have the resources and support
necessary to successfully establish an exciting set of value-
added services for international travelers.  We intend to
move to an operational phase with both SkyTeller In-Flight
Services(R) and SkyTeller Pre-Flight Services(R) later this

SkyTeller provides international travelers with more choices and
greater convenience when purchasing destination currency.
SkyTeller In-Flight Services(R) now being tested by several
international airlines, provides foreign currency exchange
services to passengers onboard international aircraft.  This
service allows passengers to purchase the currency they will need
upon arrival or to convert foreign currency back to
their home currency upon their return.  The service is offered by
the airlines as SkyTeller's representatives.  Flight attendants
operate an automated point of sale device that performs the
currency calculations for dispensing currency of the destination
country and processing payments.  SkyTeller accepts multiple
currencies, travelers cheques, and credit cards for payment.  The
POS device also processes in-flight duty free purchases.
SkyTeller Pre-Flight Services(R) offers foreign currency exchange
services when international travelers book their flights, or
anytime before their departure.  These services are currently
only available in the United States. Foreign destination currency
is charged to a credit card and delivered to the traveler's home
or office.  Pre-Flight Services are currently offered on a
beta basis through selected travel agents using the computer
facilities of a worldwide central reservation system.  SkyTeller
has distribution agreements with three leading central
reservation systems.  SkyTeller also offers its services direct
to consumers over the Internet at and by
phone at 1-800-611-2122.

Atlanta-based First Data Corp. (NYSE: FDC) helps move the world's
money.  As the leader in electronic commerce and payment
services, First Data serves more than two million merchant
locations, 1,400 card issuers and millions of consumers, making
it easier, faster and more secure for people and businesses
to buy goods and services.  For more information, please visit
the company's web site at

SMITH CORONA: Sales Decrease, Losses Increase
Smith Corona Corporation has a century-old reputation as a
provider of typewriters, supplies and various office products.
The company ceased manufacturing in late 1997 and has since been
transitioning to a sales and marketing organization. Today,
the company sources products from suppliers in North America,
the Pacific Rim, and Europe.

Among its current products are electronic typewriters and
related supplies, commercial headsets, and inkjet replacement
cartridges. Smith Corona products are distributed through
the company's extensive global distribution network.

Net sales of $43.7 million for the year ended June 30, 1999
decreased 25.8 percent from net sales for the year ended June
30, 1998 of $58.9 million and net loss in the year ended June
30, 1999 increased to $15,886 from the net loss of $6,604 in
the prior fiscal year.

Stuart Entertainment, Inc. d/b/a Bingo King (OTC Bulletin
Board: STUA) received approval Tuesday, September 14, 1999 from
the United States Bankruptcy Court in Delaware to enter into a
$30 million credit facility with Foothill Capital Corporation to
replace an earlier working capital facility with Congress
Financial Corporation. The Foothill financing, which is comprised
of an $8 million term loan and a $22 million revolving
credit facility, became effective as of September 16, 1999.

The Foothill financing will provide Stuart with adequate
working capital while it continues to work toward
a restructuring that will convert the Company's $100
million 12 1/2% Senior Subordinated Notes (the "Notes")
to new equity. The $30 million facility will also enable
Stuart to continue to meet its obligations to its vendors,
including the payment in full of all pre-petition invoices,
which was authorized by order of the Bankruptcy Court
entered on August 13, 1999.

Joseph M. Valandra, Chairman and Chief Executive Officer
of the Company, said, "Receiving Court approval for
the $30 million financing with Foothill is an important
milestone in the continuing reorganization of the Company.
This financing provides for operating flexibility and
positions the Company to maintain strong relationships with
our vendors and suppliers.  The terms and conditions of
the financing provide for the strategic implementation of
our restructuring and the timely execution of our long-term
business plan."

STUART ENTERTAINMENT: Implementation of Restructuring Plan
Stuart Entertainment, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court in Delaware on August 13, 1999 in order to implement
the Restructuring Agreement, dated May 21, 1999, between certain
holders of the Notes and Stuart. Under the Agreement, upon
effectiveness of the Plan of Reorganization (the "Plan"), the
holders of the Notes will receive, pro-rata, 100% of the common
stock of Stuart, as reorganized, subject to dilution of up to
approximately 10% on a fully-diluted basis by shares reserved for
issuance under options to be granted to Stuart's executive

Also, the Bankruptcy Court set certain critical dates for
the confirmation of the Plan. The Bankruptcy Court will
conduct a hearing on October 27, 1999 to consider approval
of the Company's Disclosure Statement, which describes the
terms of the Plan in detail and will be used to solicit
votes on the Plan from holders of claims against, and
equity interests in the Company. On December 14, 1999, the
Bankruptcy Court will hold a hearing on the confirmation
and final implementation of the Plan in accordance with
the Bankruptcy Code. The Company expects to emerge from
bankruptcy and issue the New Common Stock within twenty
days after confirmation of the Plan.

As part of its overall restructuring and business plan,
the Company previously announced that it plans to relocate
its corporate headquarters from Council Bluffs, Iowa to the
Minneapolis/St. Paul, Minn. area.  The Company will enter
into a lease agreement, approved by the Bankruptcy Court,
for its new corporate headquarters to be located at 8200
Normandale Boulevard in Bloomington, Minn. The Company
plans to complete its headquarters relocation by the end
of November 1999.

Stuart is a worldwide leader in the manufacture of bingo
paper, pulltabs and related electronic gaming equipment
and supplies, with locations in the United States, Canada
and Mexico. Its subsidiaries include Bazaar & Novelty,
Canada's largest supplier of bingo paper and related
supplies, and Video King, a major supplier of fixed base
electronic gaming systems.

TRANSTEXAS GAS: Credit Suisse Demands To Be on Committee
-------------------------------------------------------- Credit
Suisse First Boston Corporation responds to the Bondholders'
Committee's Objection to appoint Credit Suisse to the Official
Committee of Subdebt Holders.

Credit Suisse states, "It is astounding that the Bondholders'
Committee would assert that Credit Suisse must be excluded
from participating on the Bondholders' Committee because of
the timing of the purchase of, and the purchase price paid for
the TransTexas Gas Notes."  According to Credit Suisse, the
Bondholders' Committee asserts that Credit Suisse purchased the
Notes in order to manipulate the TransTexas plan process. "This
is a scandalous statement of which the TransTexas Bondholders'
Committee should be ashamed," states Credit Suisse, and it
asks that the court disregard the objection.

VENCOR: Analysts Think Vencor Still May Survive
----------------------------------------------- Analysts
following the Vencor Inc. bankruptcy case are still uncertain
about the company's long-term viability, but in the short-term
they believe the company has a good chance for survival
because of its attempts to eliminate some of its debt,
Business First reported. The Louisville, Ky.-based company
filed for chapter 11 last week with assets of $1.7 billion and
liabilities of $1.4 billion and then announced an agreement
with landlord Ventas Inc. to reduce rent and payments to
Ventas, banks and other secured creditors. Attorney Sam
Maizel of Pachulski, Stang, Ziehl & Young, Los Angeles, said
"If this company doesn't reorganize, Ventas is next. Ventas
can't exist without Vencor." He also said that all parties
involved are savvy and have studied the case from all angles,
including a lawsuit by disgruntled shareholders. "My guess is
they will look at the spin-off of Ventas and see if it was a
good deal for creditors. If it was not done for fair value,
they could have grounds to sue ," Maizel said.

VENCOR: Motion To Honor Prepetition Employee-Related Obligations
At the Petition Date, the Debtors employ approximately
55,000 employees.  Paychecks were issued prior to the
Petition Date and many have not been cashed.  Additionally,
Employees are entitled to vacation, sick pay and paid time
off benefits.  Annually, the Debtors estimate their payroll
costs at $73,000,000.

The Debtors' Employees are vital to daily operations,
maintaining positive employee morale is important, and the
reorganization effort will fail if the Debtors lose their
valuable employees.  Accordingly, the Debtors sought and
obtained the Court's authority to honor all prepetition
obligations to their Employees in the ordinary course of

Additionally, the Debtors receive the services of some 2,900
temporary workers from Temporary Staffing Agencies.  By this
Motion, the Debtors sought and obtained the Court's authority
to honor all prepetition obligations to these entities.

In the aggregate, the Debtors estimate prepetition claims of
Employees and Temporary Staffing Agencies at $87,000,000. Of
this amount, the Debtors calculate that $1,500,000 will
represent payments to 150 Employees and 600 Independent
Contractors that will exceed the $4,300 cap under 11
U.S.C. Sec. 507(a).

This Motion additionally covers approximately $2,850,000
owed to GE Capital Information Technology Solutions, which
is currently providing the Debtors with Y2K remediation
services. (Vencor Bankruptcy News Issue 2; Bankruptcy
Creditors' Service Inc.)

WESTMORELAND COAL: Offers To Purchase Series A Preferred Stock
Westmoreland Coal Company has launched its previously
announced offer to purchase up to 631,000 Depositary Shares,
each representing one quarter of a share of its Series A
Convertible Exchangeable Preferred Stock.  The offer price is
$19.00 per Depositary Share.  The offer and withdrawal rights
will expire at 5:00 p.m. New York City time on October 26,
1999, unless the offer is extended.

On September 15, the Depositary Shares closed at $18 1/8 per
share on the American Stock Exchange.  On June 30, the last
day before the company announced that it expected to conduct
the offer, the Depositary Shares closed at $18 1/4 per share
on the AMEX.  The offer is being made pursuant to an offer
to purchase and letter of transmittal, which is being mailed
to holders of Depositary Shares.


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  
Bond pricing, appearing in each Friday edition of the TCR, is
provided by DLS Capital Partners, Dallas, Texas.

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

Troubled Company Reporter is a daily newsletter, co- published by
Bankruptcy Creditors' Service, Inc., Princeton, NJ, and Beard
Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

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