TCR_Public/990924.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       Friday, September 24, 1999, Vol. 3, No. 185                                              

ACHINSK ALUMINA PLANT: Russian Court Stops Plant from Bankruptcy
ACTION INDUSTRIES: Twenty Largest Unsecured Creditors
BRADLEES: Registering Stock On Behalf Of Selling Securityholders
BRAZOS SPORTSWEAR: Seeks Extension of Exclusivity

CENTENNIAL COAL: Seeks Court Approval of Reclamation Pact
CHERNIN'S SHOES: Seeks To Reject Certain Leases
CRIIMI MAE: Files Plan of Reorganization
CROWN BOOKS: Committee Objects To Confirmation of Plan

GOSS GRAPHIC: Order Approves Disclosure Statement
IMTECH: Files for Bankruptcy
INTILE DESIGNS: Stockholders Remove Barnes and Richards
INTILE DESIGNS: Negotiations Hold Potential For Stock Dilution
LIFETIME HOAN: Advances Domino Theory for Poor Results

LOEHMANN'S INC: Seeks To Retain DJM Asset Management
LOEHMANN'S: Seeks November 8 Bar Date
MEDPARTNERS: Changes Name To Caremark Rx,Inc.
OPTEL INC: Announces $40 Million Credit Facility
PACE HEALTH MANAGEMENT: Pappajohn Holds 16.34% Of MC Informatic

PARAGON TRADE: Seeks Approval of Bidding Procedures
PENN TRAFFIC: Capital Fund Purchases Additional Shares
PHILIP SERVICES: Disclosure Statement Approved Under Chapter 11
RUSSELL CORP: New Shareholder Rights Plan Adopted
SIRENA APPAREL GROUP: Meeting of Creditors Set For October 18

TELETRAC INC: Confirmation of Plan
VENTAS INC: Concerned Over Bankruptcy Filing By Vencor
WESTSTAR CINEMAS: Case Summary & 20 Largest Creditors


ACHINSK ALUMINA PLANT: Russian Court Stops Plant from Bankruptcy
Yesterday, a Russian arbitration court stopped Achinsk Alumina
Plant, Russia's largest alumina producer, from continuing with
its bankruptcy proceedings, according Reuters. In December
1996, the plant was declared bankrupt and placed under external
management of Gleb Fetisov, a previous external manager supported
by a separate group of creditors. Chelyabinsk Regional
Arbitration Court Judge Kapitolina Malisheva said, "We have ended
external management at the plant, which has reached amicable
settlement with its creditors. We also turned down an appeal
by [Krasnoyarsk Governor Alexandre] Lebed to extend the external
management for another seven and a half years." (ABI 23-Sept-99)

ACTION INDUSTRIES: Twenty Largest Unsecured Creditors
Vendor                              Balance
------                              -------
Craig Kirsch                       $77,404
Rite Aid Corporation                13,573
PA Dept. of Revenue                 82,071
Ernest Berez                       998,994
Natalie Berez                      175,989
Ethel Comay                        328,704
Carl Seideneck                      65,502
George Reinhardt                    13,000
NxTrend Technology Inc.            129,059
Army/AirForce Exchange Service      37,693
Marcum and Kliegman LLP             38,153
Briney & Foret                       3,765
Richard Feiner                      21,425
Lucky Stores                        68,741
Menasha Packaging                   32,833
Allegheny Capital Growth LP         66,914
Ralphs Grocery Company              20,787
Revenue Canada                      11,290
Esanu, Katsky, Korins & Siger        9,654
Dept of the Navy                     4,116

On September 7, 1999, American Mobile Satellite Corporation
convened a special meeting of its stockholders at which the
stockholders formally approved the issuance to XM Ventures of the
remaining 2,134,801 shares to which XM Ventures was entitled
under the terms of the Exchange Agreement previously executed.
Since more than 50% of the stockholders of the company had agreed
in advance to approve the issuance of the 2,134,801 shares,
ownership of the shares was reported by XM Ventures on July 19,

Noah A. Samara, as trustee of XM Ventures, a Maryland trust,
presently holds sole voting and dispositive powers over 7,514,244
shares of common stock of the company, representing 18.13% of the
outstanding shares of common stock of the company.

On September 1, 1999, the Trust had sold 1,100,000 shares of
common stock of American Mobile Satellite in a private
transaction at a price of $18.3875 (net of commissions) per
share. The purpose of the transaction was to provide liquidity to
the Trust.

BRADLEES: Registering Stock On Behalf Of Selling Securityholders
Bradlees, Inc. and its subsidiary companies operate discount
department stores in the Northeast through Bradlees, Inc.'s
subsidiary, Bradlees Stores, Inc. The company is offering the
following securites through a prospectus.  The securities were
issued by Bradlees under the terms of its bankruptcy

The prospectus relates to:  7,267,424 shares of common stock of
Bradlees, Inc.; $36,000,000 of 9% Convertible Notes issued by
Bradlees Stores, Inc. and the common stock issuable upon
conversion of the Convertible Notes; and the guarantee by
Bradlees, Inc. and New Horizons of Yonkers, Inc. of the 9%
Convertible Notes.

Registration of the securities is on behalf of  selling security-
holders who received the securities, directly or indirectly,
through the company's plan of reorganization in exchange for the
cancellation of various indebtedness owed them by the company.  
Bradless is not selling any of these securities and will not
receive any proceeds from the sale of these securities. The
selling securityholders may offer the securities through
public or private transactions, on the Nasdaq National Market, at
prevailing prices or at privately negotiated prices. The
registration of these securities does not necessarily mean that
any selling securityholder will actually sell such securities.

For in-depth details of the offering and full text of the
prospectus access
edgar?0000927016-99-003234 on the Internet, free of charge.

BRAZOS SPORTSWEAR: Seeks Extension of Exclusivity
The debtors, Brazos Sportswear, Inc., et al. seek an extension of
exclusivity during which the debtors may file plans of
liquidation and solicit acceptances of such plans.

A hearing is scheduled to be held before the Honorable Peter J.
Walsh, Chief US Bankruptcy Judge on September 28, 1999 at 2:00
PM, Wilmington.

The debtors request entry of an order further extending the Plan
Proposal Period and the Solicitation Period for an additional 60
days, through and including November 29, 1999 and January 29,
2000 respectively.

The debtors contend that the size and complexity of the case are
cause for the extension. The debtors have sold virtually all of
their assets, and have now repaid in full their DIP financing
enabling management to focus its attention on formulating a plan
for the orderly liquidation of the estates.  The debtors are
attempting to resolve an administrative claim in the amount of
$11.351 million, which is critical to the debtors' ability to
propose a meaningful plan for the distribution of their limited
resources.  Based upon the significant progress they have made,
the debtors believe that the requested extension of the Exclusive
Periods is justified.

CENTENNIAL COAL: Seeks Court Approval of Reclamation Pact
Centennial Coal Inc. is seeking court approval of a July 28
agreement with Cumberland Surety Insurance Company Inc.
concerning certain reclamation claims and obligations between the
parties. In a September 2 motion, Centennial reported that it has
acquired various properties since 1996 that involve mining
permits issued by the Kentucky Department of Surface Mining
Reclamation and Enforcement (DSMRE). Incident to the issuance of
those permits, Cumberland provided bonds to secure Centennial's
obligations to reclaim the subject properties in accordance with
DSMRE regulations. (The Daily Bankruptcy Review and ABI;
September 23, 1999)

CHERNIN'S SHOES: Seeks To Reject Certain Leases
Chernin's Shoes, Inc., debtor, seeks authorization to reject
certain leases of nonresidential real property.  These leases
elate to unsold locations and the Matteson Lease and the Ford
City Lease if there is no order approving assumption and
assignment of those leases.  The debtor can no longer pay rent at
these locations.  The leases cover property located at Roosevelt
Road, Chicago; Morton Grove, IL.; Buffalo Grove, IL; and a
Warehouse in Schaumburg, IL.

The debtors, Commercial Financial Services, Inc. and CF/SPC NGU,
Inc. seek entry of an order setting a bar date of December 31,

CRIIMI MAE: Files Plan of Reorganization
CRIIMI MAE Inc. (NYSE: CMM) and its affiliates CRIIMI MAE
Holdings II, L.P. and CRIIMI MAE Management, Inc. today filed
their Joint Plan of Reorganization with the United States
Bankruptcy Court, District of Maryland, Greenbelt Division.

The Plan contemplates recapitalization financing of approximately
$910 million consisting of $50 million (up to $61 million under
certain circumstances) of a new series of convertible preferred
stock to be purchased by an affiliate of Apollo Real Estate
Advisors IV, L.P. ("Apollo"), approximately $435 million of debt
financing, a portion of which would come from certain existing
debtholders, and $425 million of additional amounts, the bulk of
which would result from the sale of certain commercial mortgage-
backed securities ("CMBS").

The Plan provides for full payment in cash of all allowed secured
claims of four creditors.  Two secured claim holders would
receive partial payment in cash with the balance evidenced by a
new senior secured note.

The Plan also provides for full payment of the Company's allowed
unsecured claims, including the Company's 9-1/8% Senior Notes.
Full payment of the allowed unsecured claims would consist of the
payment of 50% of the amount of each holder's allowed unsecured
claim in cash and the issuance of a new note evidencing the
remaining 50% of the amount of such holder's allowed unsecured

The Plan further provides that holders of Series B Preferred
Stock (NYSE: CMM-PrB) would receive an identical number of shares
of new Series B Preferred Stock, in exchange for their existing
Series B Preferred Stock.  The new Series B Preferred Stock would
have identical relative rights and preferences to the existing
Series B Preferred Stock except that the dividend rate would be
increased by $.16 per annum to a base dividend of $2.88 per share
or 11.52% and remain at such dividend rate so long as Series B
Preferred Stock remains outstanding.  Additionally, for a period
of 20 months plus one day after the date of issuance of the new
preferred stock to Apollo, the new Series B Preferred Stock would
be junior with respect to dividend rights and liquidation
preference to the new preferred stock issued as part of the
recapitalization financing of the Plan (i.e., the new preferred
stock issued to Apollo and any new preferred stock issued in
connection with a potential Rights Offering). Thereafter, the new
Series B Preferred Stock would rank pari passu with respect
to dividend rights and liquidation preference to all new
preferred stock issued as part of the recapitalization financing
of the Plan.

The Plan also contemplates that holders of Common Stock would
receive an identical number of shares of new Common Stock in
exchange for their existing Common Stock plus Rights to purchase
shares of a new series of preferred stock if the Company proceeds
with a Rights Offering of up to $11 million.

The Plan further contemplates that holders of Series C and D
Preferred Stock would receive $106 per share in cash,
representing the redemption price contained in the respective
governing documents.

"The filing of the Plan, coupled with the recently announced
Apollo agreement, opens the next chapter in the reorganization of
CRIIMI MAE," said Chairman William B. Dockser.  "Our goal is to
obtain commitments for the remaining reorganization financing
called for by the Plan, solicit acceptance of the Plan from the
parties entitled to vote, obtain confirmation of
the Plan from the Bankruptcy Court, and emerge from Chapter 11."

The Company will file a Current Report on Form 8-K with the
Securities and Exchange Commission, which will include the Plan
as an exhibit.  The above discussion of the Plan is qualified in
its entirety by reference to the entire Plan.  The Company has
previously filed a Form 8-K with the SEC which includes as an
exhibit the Apollo Purchase Agreement and a draft of the
Articles Supplementary to the Articles of Incorporation which
sets forth the rights and preferences (relating to dividends,
conversion, redemption, rank, voting, etc.) of the new series of
convertible preferred stock to be purchased by Apollo.

On September 20, 1999, the Bankruptcy Court entered an order
extending the Company's right to file a plan of reorganization
through October 16, 1999. The order also provides the Unsecured
Creditors' Committee and the Equity Security Holders' Committee
in the Company's Chapter 11 bankruptcy case with the right to
jointly file a plan of reorganization during the same period.

On October 5, 1998, the Company 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 CMBS acquisition businesses.  The Company
continues to hold a substantial portfolio of subordinated CMBS
and, through its servicing affiliate, acts as a servicer for
its own as well as third party securitizations.

CROWN BOOKS: Committee Objects To Confirmation of Plan
The Official Committee of Unsecured Creditors of Crown Books
Corporation, and its debtor affiliates objects to confirmation of
the debtors' first amended joint plan of reorganization.

The Committee alleges that Crown has given its parent corporation
"an early Christmas present."  The Committee claims that Crown
has "negotiated to receive a mere $300,000 in cash and absolution
from recognizing Dart's $2.8 million in claims in exchange for
granting a full release of Dart and certain former directors
affiliated with Dart form the potential multi-million dollar
litigation by the Committee.

By fully releasing Dart, the Committee states that Crown is
foregoing the opportunity to seek millions of dollars in new
capital for the reorganized company that could be recovered in
the Committee's proposed suit against Dart and certain former
directors of Crown.  In the alternative, if Dart's claims are not
released, the result will be a minimal dilution of the unsecured
claims pool and Dart would receive approximately 5% of the common
stock of reorganized Crown.  As a result the Committee claims
that the court cannot confirm the plan because it is not fair.  
The Committee states that the applicable standard of "entire
fairness" is a very stringent test, and that the releases of Dart
and the officers and directors do not satisfy the test.  The
Committee also states that Crown cannot justify the fairness of
the release by arguing that Schafran is exempt from liability.  
The Committee believes that it demonstrates in its proposed
complaint that Schafran's actions were in bad faith and that he
breached his duty of loyalty as a director to Crown.

GOSS GRAPHIC: Order Approves Disclosure Statement
By order of the US Bankruptcy Court for the District of Delaware,
the second amended Disclosure statement of the debtors dated
September 7, 1999 is approved.

IMTECH: Files for Bankruptcy
Information Management Technologies Corporation
("IMTECH")(Nasdaq:IMTKA), whose Class A Common Stock trades under
the symbol IMTKA on NASDAQ's Electronic Bulletin Board, announced
today that it has filed along with its subsidiaries, KRL Litho
d/b/a Skillcraft and RDS (Research Distribution Services) a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the Southern District of New York to conduct
an orderly liquidation of its assets. As previously stated in its
September 13th press release, IMTECH does not expect that the
bankruptcy filing will result in any value for shareholders.  
IMTECH's Board of Directors authorized the bankruptcy filing, in
light of IMTECH's financial losses, liquidity constraints
and operating difficulties in recent years, particularly since
the acquisition of the Skillcraft Group in July 1998. At June 30,
1999, IMTECH's assets were $ 10.1 million, liabilities totaled
18.0 million, the stockholders' deficiency was $ 7.9 million, and
current liabilities exceeded current assets by $ 6.9 million.

INTILE DESIGNS: Stockholders Remove Barnes and Richards
On September 7, 1999, stockholders of Intile Designs,
Inc. holding a majority of the issued and outstanding common
stock of the company, executed written consents for the
purpose of removing Tom Mackey Barnes and E.B. Richards,
Jr. as Directors of the company. This stockholder action
effects a change in control and membership of the board of
directors of the company.

Immediately following the stockholder action, the remaining
Director executed a unanimous written consent removing Tom
Mackey Barnes as Chairman of the Board, Chief Executive Officer
and Secretary of the Company. George C. Siller, Jr., President,
was then elected to Chief Executive Officer and Calvin
Doyle Smith, Vice President - Finance and Administration,
was elected to also serve as Secretary of the company.

Tom Mackey Barnes and E.B. Richards, Jr. had been named as
Directors on August 13, 1999 in a special meeting of the
Board of Directors (in accord with replacement of director
vacancy provisions within the company's By-Laws) to fill
the remaining terms of Barry Feiner and Sidney Dworkin,
respectively, who had resigned earlier in the year.

INTILE DESIGNS: Negotiations Hold Potential For Stock Dilution
Intile Designs Inc. remains under the protection of Chapter
11 of the U.S.  Bankruptcy Code, having filed a voluntary
petition for protection on May 14, 1999. The company remains
in possession of its assets and is administering the case as
a debtor-in-possession.

An independent third party is negotiating with the company's
primary lender to purchase the company's senior secured
debt. The successful completion of this transaction may result
in the company negotiating a conversion of all or a portion of
the acquired outstanding debt into common stock of the company.
This conversion is anticipated to result in the dilution,
which could be significant, to the current stockholders of
the company. Specific terms of the anticipated conversion
have not been established. Agreement has been reached with
an asset-based lender to provide a $3,000,000 line of credit,
contingent upon the completion of the transfer and settlement
of the company's outstanding debt with its primary lender and
the execution of the necessary subordination agreements. This
agreement provides for immediate funding of certain amounts
defined in the agreement's borrowing based formulas.

While the company cannot predict the specific outcome of
these transactions, management believes that the injection of
working capital through a line of credit, the restructuring
of its debt and the recapitalization efforts will provide a
basis for the company's emergence from bankruptcy.

LIFETIME HOAN: Advances Domino Theory for Poor Results
Waterbury, New York-based Lifetime Hoan Corporation (Nasdaq NM:
LCUT), reports that it expects its net revenues and earnings in
the aggregate for the second half of 1999 to be flat or slightly
below 1998 results.  The Company states that it expected sales
comparisons for the remainder of 1999 would be impacted by
adverse credit conditions at certain of its customers, including
Service Merchandise and Caldor.  In addition, during the current
quarter ending September 30, 1999, the Company became aware that
its newly installed warehouse management system was not providing
accurate data regarding orders which had not been shipped.  The
Company believes that appropriate measures have been taken to
rectify the situation and that the warehouse management system is
now operating properly.  

With regard to short term expectations for Lifetime Hoan over the
next two quarters, Milton L. Cohen, Chairman, President and CEO,
said, "As significant shareholders of the Company, management is
obviously disappointed with the anticipated results for the
balance of 1999. We are dedicated to improving the operating side
of our business, to introducing new products in all categories
and to perpetuating our excellent customer relationships."

Lifetime Hoan Corporation is a leading designer, marketer and
distributor of household cutlery, kitchenware, cutting boards and
bakeware, marketing its products under various tradenames
including Farberware(R), Hoffritz(R) and Revere(R). Through the
use of various brandnames, Lifetime Hoan's products are
distributed through almost every major retailer in the country
including Bed Bath & Beyond, WalMart, Kmart, Target, Macy's, Saks
Inc. and Dayton Hudson.

LOEHMANN'S INC: Seeks To Retain DJM Asset Management
The debtor, Loehmann's Inc., seeks a court order authorizing the
debtor to retain DJM Asset Management LLC as special real estate
consultant and  to compensate DJM for real estate appraisal

The debtor seeks to retain the firm for the purpose of analyzing,
renegotiating or selling the debtor's interest in certain leases,
including those thirteen leases with respect to the stores where
it is currently holding going out of business sales and
authorizing the debtor to compensate DJM for its real estate
appraisal services under the Letter Agreement.

Compensation for DJM is provided by a formula conditioned on the
sale, assignment or surrender of any or all of the GOB leases.  
DJM would be entitled to receive the greater of 3% of the gross
proceeds received by the debtor, or 5% of the value of the
landlords' reduced claims with respect to the GOB leases, subject
to certain conditions.   DJM will receive $250 per hour for
consulting services.  For obtaining rent reductions or money for
capital improvements DJM's fee is determined by alternate

LOEHMANN'S: Seeks November 8 Bar Date
The debtor, Loehmann's Inc., requests that the court fix November
8, 1999 at 5:00 PM as the Bar Date, the deadline for all pre-
petition creditors of the debtor(with certain stated exceptions)
to file proofs of claim.

MEDPARTNERS: Changes Name To Caremark Rx,Inc.
MedPartners, Inc. has changed its name to Caremark Rx, Inc.
to reflect the company's focus on its core pharmaceutical
services operations, as it has substantially completed the
divestiture of its discontinued lines of business, with only 12
practices not under definitive agreements for sale, representing
less than 10% of the total estimated proceeds from the
divestiture program.

"The name change represents the beginning of an exciting
new period in this company's evolution.  We have essentially
completed the divestiture of our physician practice management
assets, and now is the time to change the company's name
to reflect the future focus of the company," said Mac
Crawford, Chairman, President and Chief Executive Officer.
"The Caremark name is well-known and respected in the
pharmaceutical services industry, and we look forward to
continuing to build recognition of the Caremark brand."

Caremark is a leading prescription benefit manager, providing
comprehensive drug benefit services to over 1,200 health
plan sponsors and holding contracts to serve over 18 million
participants throughout the U.S.  Caremark's clients include
managed care organizations, insurance companies, corporate
health plans, unions, government agencies, and other funded
benefit plans.  The company operates a national retail pharmacy
network with over 50,000 participating pharmacies, three
state-of-the-art mail service pharmacies, the industry's only
FDA-regulated repackaging plant and twenty-two JCAHO-accredited
specialized therapeutic pharmacies for delivery of advanced
medications to patients with chronic or genetic diseases
and disorders.

OPTEL INC: Announces $40 Million Credit Facility
OpTel, Inc. has obtained a one-year revolving working capital
credit facility from the Toronto Dominion Bank and the Bank of
Nova Scotia in the amount of up to $40 million.  The credit
facility is secured by substantially all assets of OpTel
and its subsidiaries and is guaranteed by its controlling
stockholder, Le Groupe Videotron ltee, and by certain other
subsidiaries of Le Groupe. OpTel's ability to draw on the
facility may be limited by its other debt instruments. OpTel
requires and continues to explore the availability of more
permanent financing.

The company is a leading network-based provider of integrated
communications services, including local and long distance
telephone, cable television and high-speed Internet access
services, to residents of multiple-dwelling units in the
United States. OpTel currently provides cable television and
telecommunications services in a number of metropolitan areas
including Los Angeles, San Diego, San Francisco, Phoenix,
Denver, Houston, Dallas-Fort Worth, Chicago, Indianapolis,
Atlanta, Miami-Fort Lauderdale and Orlando-Tampa. OpTel is
70.1%-owned by Le Groupe Videotron ltee, a Canadian holding
company with controlling interests in companies engaged in
cable distribution, telecommunications and broadcasting.

PACE HEALTH MANAGEMENT: Pappajohn Holds 16.34% Of MC Informatic
John Pappajohn owns 2,490,000 shares representing 16.34%
of MC Informatic's issued and outstanding shares and 10,000
options representing 0.07% of the outstanding common stock
of the company based upon 15,234,291 shares of common stock
actually outstanding, assuming conversion of all of the
purchaser's options into common stock.

Mr. Pappajohn has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of the
2,490,000 shares of stock and 10,000 options.

On February 26, 1999, Mr. Pappajohn purchased 150,000 shares of
common stock of MC Informatics, Inc. in a private offering by
the company at a price of $1.00 per share.  Between the dates
of June 11 and September 7, 1999, Mr. Pappajohn purchased
90,000 shares of MC Informatics, Inc. common stock for total
consideration of $233,855 (including brokerage charges and
commissions) resulting in an average purchase price of $2.60
per share.

PARAGON TRADE: Seeks Approval of Bidding Procedures
The debtor, Paragon Trade Brands, Inc. seeks court approval of
certain proposed bidding procedures including a proposed Expense
Reimbursement of up to $1 million and a $2 million Termination
Fee that would be payable by the debtor to Wellspring Capital
Management LLC under certain conditions.

On August 23, 1999 the debtor issued a revised business plan.  
The debtor, the Creditors' Committee and Wellspring have agreed
to the following terms:

The Wellspring Due Diligence Deadline is extended through and
including September 3, 1999.

The Bid Deadline is extended through and including 5:00 PM on
September 15, 1999.

The date of the Auction shall be extended from September 2, 1999
until September 21, 1999.

The Expense Reimbursement and Terminatation Fee to Wellspring.
The Termination Fee is premised on a valuation for the
reorganized Paragon of at least $325 million.  The Termination
Fee shall be reduced at the rate of $200,000 for each $5 million
increment less than $325 million or any pro rata amount thereof.  
Competing bids must exceed the Wellspring Bid by at least $10
million.  This stipulation and order was entered by the Honorable
Margaret H. Murphy, US Bankruptcy Court for
the Northern District of Georgia, Atlanta Division on September
13, 1999.

PENN TRAFFIC: Capital Fund Purchases Additional Shares
BIII Capital Partners, LP, DDJ Capital III, LLC and DDJ Capital
Management LLC have purchased, on the open market, 450,000
additional shares of common stock of Penn Traffic Company.
The purchase was made on September 8, 1999 for a purchase
price of $3,163,500.00.

B III Capital Partners, L.P. now owns, and DDJ Capital III,
LLC and DDJ now beneficially own, as general partner and
investment manager, respectively of BIII Capital Partners,
L.P. 1,888,463 shares or approximately 9.4% of Penn Traffic
Co.  DDJ, as investment manager to the Fund and the Account
and as investment advisor to DDJ Canadian may be deemed to
beneficially own 2,661,280 shares, or approximately 13.2%
of the outstanding shares of Penn Traffic Co.

PHILIP SERVICES: Disclosure Statement Approved Under Chapter 11
Philip Services Corp. (TSE/ME: PHV) today announced that the
United States Bankruptcy Court has approved the Company's form of
Disclosure Statement.

The Disclosure Statement provides a detailed description of the
Company's Restructuring Plan and will be used to solicit votes in
support of the Company's reorganization under Chapter 11. The
U.S. Court has set a deadline of October 25, 1999 for creditors
and holders of claims against the Company to submit their votes
on the Plan, and has scheduled a hearing for November 3, 1999
to consider confirmation of the Company's Plan. If approved, the
Company will proceed with the implementation of the Plan and
expects to emerge from Chapter 11 in December 1999.

"This is another positive for Philip as we proceed through the
mechanics of the filing process," said Robert Knauss, Chairman.
"With the disclosure hearing behind us we are on track with our
timelines and our goal to move quickly to complete our financial

Under the Company's Plan approximately US$ 1 billion in existing
syndicated secured debt will be converted into US$ 250 million in
senior secured debt, US$ 100 million in convertible payment-in-
kind debt and 91 percent of the common shares of the restructured
Company. Holders of impaired unsecured claims will receive a pro
rata share of US$ 60 million in unsecured payment in-kind notes
and 5 percent of the common shares of the restructured Company,
while existing shareholders will retain 2 percent of the common
shares of the restructured Company. Other potential equity claims
will receive 0.5 percent and Canadian and U.S. class action
claims against the Company would be settled for 1.5 percent of
the equity of the restructured Company. As previously described
in the Company's Plan, immediately following Plan implementation
the resulting outstanding shares of the Company will be
consolidated on the basis of one common share for every 273
common shares held. The consolidation will result in the
restructured Company having 24 million common shares issued and

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.

RUSSELL CORP: New Shareholder Rights Plan Adopted
On September 15, 1999, the Board of Directors of Russell
Corporation approved the extension of the benefits afforded by
the company's existing rights plan by adopting a new shareholder
rights plan. According to the company, the new plan, like the
existing plan, is intended to deter coercive or partial offers
which will not provide fair value to all shareholders and
will enhance the Board's ability to represent all shareholders
and thereby maximize shareholder values.

Under the new Rights Agreement between the company and SunTrust
Bank, Atlanta, as Rights Agent, one Right will be issued for
each outstanding share of common stock, par value $.01 per
share, of the company on October 25, 1999. Each of the new
Rights will entitle the registered holder to purchase from
the company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share,
at a price of $85 per one one-hundredth of a share. The
Rights generally will not become exercisable unless and
until, among other things, any person acquires 15% or more
of the outstanding shares of common stock. The new Rights are
redeemable under certain circumstances at $.01 per Right and
will expire, unless earlier redeemed or extended, on October
25, 2009.

SIRENA APPAREL GROUP: Meeting of Creditors Set For October 18
A chapter 11 bankruptcy case concerning The Sirena Apparel Group,
Inc. aka Jezebel aka Body Jewels by Jezebel was filed on June 25,
1999.  Attorney for the debtor is David A. Gill, Danning, Gill,
Diamond & Kollitz, 2029 Century Pk East, 3rd Floor, Los Angeles,
CA 90067-3005.

The meeting of creditors is set for October 18, 1999, 11:15 AM,
221 N. Figueroa St., Ste. 103, Los Angeles, CA 90012.

TELETRAC INC: Confirmation of Plan
On September 15, 1999, the Honorable Mary F. Walrath entered an
order confirming the debtor's second amended plan of
reorganization under Chapter 11 of the Bankruptcy Code.

The debtor is a leading provider of vehicle location and fleet
management services, including associated two-way digital
wireless messaging, to commercial fleet operators and individual

Under the terms of an Indenture with Norwest Bank Minnesota, NA,
as Trustee, the debtor issued 14% Senior Subordinated notes due
2007 with a principal amount of $105 million.  A portion of the
proceeds from the Notes was used to purchase securities which
were pledged to the Noteholders as collateral for obligations on
the Notes.  Other than with respect to these pledged securities,
the Notes are unsecured.  In addition to the debt represented by
the Notes, the debtor has approximately $4-5 million of unsecured
trade debt.

The plan provides for the creation of seven classes of claims and
interests and for commons stock in the reorganized debtor, notes
and warrants to be issued to certain creditors on account of
their claims and cash to be given to other creditors.  The plan
also gives certain creditors receiving cash the option to elect
to receive common stock, notes and warrants, in lieu of their
cash distributions.

The plan is to be effectuated by, among other things, the
cancellation of the debtor's prior stock and the reorganized
debtor's issuance of up to 20 million shares of New Common Stock,
up to $15 million principal amount of New Notes, up to $3 million
of New Senior Secured Notes; up to 3 million Class A Warrants; up
to 800,000 Class B Warrants; and certain incentive options, all
as explained more fully in the plan and the Disclosure Statement.  
The debtor has received commitments from numerous parties to
purchase the New Senior Secured notes, in an amount well in
excess of the $3 million required by the plan.

VENTAS INC: Concerned Over Bankruptcy Filing By Vencor
In the wake of the filing of Chapter 11 bankruptcy protection
by Vencor Inc., Ventas, Inc., the Louisville-based real
estate company, shows concern for the future well-being of
its own company.  Vencor, Inc. is Ventas principal tenant
accounting for approximately 99 percent of its revenues in
the year ended December 31, 1998.

Ventas indicates there is no assurance as to what effect the
Vencor bankruptcy will have on Ventas, but it is expected
that Vencor's major creditors will support an expedited
restructuring process. While a stipulation has been reached
between the two companies, and approved by the Court, Ventas
cautions that the ultimate resolution of Vencor's obligations
could significantly impact Ventas's revenues and its ability to
service its indebtedness, including its ability to pay down,
refinance, restructure and/or extend a $275 million Bridge
Loan due on October 30, 1999, and to make distributions to
its stockholders.

WESTSTAR CINEMAS: Case Summary & 20 Largest Creditors
Debtor:  WestStar Cinemas, Inc. dba Mann Theatres dba Festival
         16530 Ventura Boulevard, Suite 500
         Encino, California 91436

The following affiliated entities have filed voluntary petitions
under chapter 11:

WestStar Holdings, Inc.
WestStar Cinemas, Inc.
WestStar Real Estate, Inc.
Colorado Holdings, LLC

Court: District of Delaware

Filed: 09/17/99    Chapter: 11

Debtor's Counsel:  
Robert S. Brady
Young, Conaway, Stargatt & Taylor LLP
Rodney Square North PO Box 391
Wilmington, Delaware
(302) 571 6600                  

20 Largest Unsecured Creditors:

   Name                                         Amount
   ----                                         ------
Canadian Imperial Bank of Commerce         $25,000,000
Cinamerica Theatres                          2,542,000
Murray & Stafford                            2,500,000
The Scandinavian Candy Co.                   1,400,000
Metropolitan Life Insurance Company          1,208,050
JP Noulhglonn LLC                              750,000
Buena Vista                                    576,971
Universal Pictures                             557,853
CIBC WG Argosy Merchant Fund                   543,610
Warner Bros                                    332,233
New Line Cinema                                389,484
Paramount Pictures                             356,485
Metro Provisions                               500,000
BNY Capital Corporation                        202,007
Artisan Entertainment                          171,318
Dreamworks                                     133,770
MGM                                            116,113
Lions Gate Releasing                           142,930
Miramax Films                                  170,418
USA Films                                      207,750
Twentieth Century Fox                           94,930
Sony Pictures                                   70,101
Fox Searchlight Pictures                       unknown
Time Line Features                             unknown

DLS Capital Partners, Inc., bond pricing for week of September
20, 1999

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07              18 - 22 (f)
Amer Pad & Paper 13 '05            35 - 38
Asia Pulp & Paper 11 3/4 '05       66 - 67
E & S Holdings 10 3/8 '06          44 - 47
Fruit of the Loom 8 7/8 '06        34 - 36
Geneva Steel 11 1/8 '01            17 - 18 (f)
Globalstar 11 1/4 '04              64 - 66
Hechinger 9.45 '12                 10 - 13 (f)
Integrated Health 9 1/2 '07        18 - 22 (f)
Iridium 14 '05                     10 -12 (f)
Just for Feet 11 '09               16 - 18
Loewen 7.20 '03                    53 - 55 (f)
Planet Hollywood 12 '05            26 - 28 (f)
Purina Mills 9 '10                 20 - 24 (f)
Service Merchandise 9 '04          15 - 16 (f)
Sunbeam 0 '18                      16 1/2 - 17 1/2
TWA 11 3/8 '06                     64 - 66
United Artists 9 3/4 '08           25 - 28
Vencor 9 7/8 '05                   26 - 28 (f)
Zenith 6 1/4 '11                   18 - 22 (f)


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

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

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

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
rate is $575 for six months delivered via e-mail. Additional
e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  

       * * * End of Transmission * * *