TCR_Public/991005.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       Tuesday, October 5, 1999, Vol. 3, No. 192                                              

AMERICAN RICE: Operating Report For August, 1999
AZTECH NEW MEDIA: Files Creditor Proposal  
CROWN BOOKS: Seeks Order Approving Settlement
CROWN BOOKS: Leases/Contracts To Be Rejected
DAEWOO GROUP: S. Korean Government Urges Quick Unload of Assets

DEVLIEG BULLARD: Order Authorizes Argus Management Corp
FILENE'S BASEMENT: Nasdaq To Delist Company's Securities
GOSS GRAPHIC: Committee Seeks To Retain Chanin and Co
HARVARD INDUSTRIES: Completes Sale of Kingston-Warren
HVIDE MARINE: Files Reorganization Plan

INTERNATIONAL WALLCOVERINGS: Files for Bankruptcy Protection
PHILIP SERVICES: Not Required To Solicit Stockholders' Votes
POCKET COMMUNICATIONS: National Telecom Requests Hearing
PRICHARD, ALA: May Declare Bankruptcy
SCOOP INC: Announces Confirmation Of Plan of Reorganization

SGL CARBON: Reaches Further Settlement With Civil Plaintiffs
SIGMA ACQUISITION: President Pleads Guilty to Bankruptcy Fraud  
SOUTHEAST COMMUNITY: Arizona Firm Makes Offer
SOUTHERN MINERAL: Payment Date Extended; Delayed Interest Payment
SYSTEMSOFT: Committee Objects To Compromise

TRANSTEXAS GAS: Objections To Joint Disclosure Statement
VENCOR: Final Approval of $100 Million DIP
WILLCOX & GIBBS: To Restructure Macpherson Subsidiaries
WIRELESS ONE: Seeks Extension To Assume or Reject Leases

Meetings, Conferences and Seminars


AMERICAN RICE: Operating Report For August, 1999
The debtor, American Rice Inc. reports total assets as of August
31, 1999 of $84.232 million. The company reports net income of
$117,000, as opposed to a net loss for the previous eleven
months. Revenues were $15.548 million for the month ending August
31, 1999.

AZTECH NEW MEDIA: Files Creditor Proposal  
Aztech New Media Corp., Toronto, filed a Creditor Proposal on
Friday with a Canadian bankruptcy court under the Bankruptcy and
Insolvency Act, according to a newswire report. The computer game
software publisher anticipates a creditor meeting in mid-October.
Unsecured creditors may be offered a combination of cash and
notes payable out of future profits, depending on the amount of
debt. Aztec President A. William Nicholls announced that
EMJ Data Systems Ltd., a computer distribution company, has
agreed to take a significant stake in Aztec, pending creditor and
regulatory approval. Nicholls said, "EMJ is Canada's number one
Apple computer and peripheral distributor and Aztec's Macintosh
software compilations have been best sellers in the entertainment
and games category."(ABI 04-Oct-99)

CROWN BOOKS: Seeks Order Approving Settlement
Crown Books Corporation and its affiliated debtors seek entry of
an order approving a settlement and compromise between and among
the debtors, the Committee, the Richfood Entities and Lloyds of
London. The terms of this revised Dart Settlement provide that
Dart will waive and release any recovery on account of the Dart
Claims and has agreed to the mutual termination of the
headquarters lease in exchange for the debtors' agreement to
release Dart, the Richfood Entities, Stevens, the D&O Carrier and
each of these parties' officers, directors agents and employees.  
In exchange for the releases, the debtors will receive a payment
in the aggregate amount of $1.3 million from Dart and the D&O

Dart will retain its potential subrogation claims with respect to
any continued liability it may have for its guaranty of leases
assumed by the debtors during the Chapter 11 cases.  The debtors
have determined that entering into the revised Dart Settlement is
in the best interests of their estates and their creditors.  
Approval of the Revised Dart Settlement eliminates the risks and
costs associated with litigation over these complex issues raised
by the Dart Claims and the Complaint and, as well., provides the
debtors with an additional $1 million over and above the $300,000
the debtors had bargained for under the terms of the original
Dart Settlement.  These amount will provide additional working
capital for the reorganized debtor.  Accordingly, the debtors
state that the revised Dart Settlement represents a favorable
resolution of this dispute from the he debtors' perspective, and
the debtors believe that approval is in the best interests of
their creditors.

CROWN BOOKS: Leases/Contracts To Be Rejected
The debtors, Crown Books Corporation and its debtor affiliate are
seeking court approval to reject the executory contracts and
leases including employment contracts with Anna Currance and
Steven Pate, and a lease to the premises located at Mount
Prospect, IL.

DAEWOO GROUP: S. Korean Government Urges Quick Unload of Assets
SEOUL, South Korea (AP) -- A top government economic policy maker
urged South Korea's troubled Daewoo Group on Saturday to
accelerate selling off assets to improve its severe cash

Economy and Finance Minister Kang Bong-kyun was the second senior
government official to warn that if Daewoo does not move quickly
to resolve its financial woes, it could drag down the entire

President Kim Dae-jung has urged the nation's bloated
conglomerates to slim down. Other conglomerates have sold assets
and refocused on profitability, but Daewoo has continued to

Daewoo has an estimated $50 billion in debt against $65 billion
in total assets. It must unload most of its 40 subsidiaries to
pay the debts, the government said.

Daewoo, South Korea's second-largest conglomerate, narrowly
escaped becoming South Korea's largest-ever bankruptcy early this
week when creditors agreed to delay for six months repayment of
$8.3 billion in short-term debt and to extend $3.3 billion in new

But doubts persisted over Daewoo's commitment and ability to
unload the subsidiaries within six months. Korean stock prices
plunged by 7.3 percent on Friday -- the third-largest drop in the
stock market's history.

Moving to contain the panic, Lee Hun-jai, head of the
government's Financial Supervisory Commission, said Friday that
credit banks will help Daewoo's restructuring by selling $8.42
billion of Daewoo stock and real estate the conglomerate put up
as collateral.

The sale of subsidiaries will also help Daewoo raise funds to
improve the financial standing of its two main companies -- the
flagship trading arm Daewoo Corp. and Daewoo Motors, the
country's No. 2 car maker, the government said.

Credit banks will begin converting unpaid loans into equity to
lower Daewoo's debt and make the subsidiaries more attractive for
sale, officials said.

But Daewoo share owners and credit banks could suffer losses
because some Daewoo subsidiaries will have to reduce their
capital to make them more attractive for sale, Lee said.

DEVLIEG BULLARD: Order Authorizes Argus Management Corp
The US Bankruptcy Court for the Northern District of Ohio entered
an order authorizing the debtor, Devlieg-Bullard, Inc. to retain
and employ Argus Management Corporation as Management

John Haggerty of Argus is authorized to assume the role of
Interim CEO of debtor, with authority to operate and manage the
debtor's business subject to the direction of the debtor's board
of directors and pursuant to the terms of the Management

FILENE'S BASEMENT: Nasdaq To Delist Company's Securities
Filene's Basement Corp. (Nasdaq: BSMT) announced today that it
has been notified by Nasdaq that Nasdaq had determined to delist
the Company's securities from the Nasdaq National Market.  This
notification comes as a result of the Company's failure to meet
certain maintenance criteria for continued designation
as a Nasdaq National Market issuer in connection with its recent
filing for protection under Chapter 11 of the U.S. Bankruptcy
Code.  The Company has requested an oral hearing to appeal
Nasdaq's determination.

No assurances can be given that the company will be successful in
maintaining the listing for its securities on the Nasdaq National
Market.  If the Company is not successful, stockholders may be
unable to dispose of their shares.

Filene's Basement operates 49 traditional Filene's Basement
stores and four Aisle 3 weekend warehouse stores, primarily in
the Northeast and Midwest. Filene's Basement operates stores that
offer focused, quality, branded assortments of men's and women's
apparel, at prices generally 20-60% below department and
specialty store regular prices.  By year-end the Company
will operate 32 Filene's Basement locations and 8 Aisle 3 stores.

GOSS GRAPHIC: Committee Seeks To Retain Chanin and Co
The Official Committee of Unsecured Creditors of Goss Graphic
Systems, Inc. seeks approval to retain Chainin and Company LLC as
financial Advisors to the Committee.

According to an engagement letter, Chanin was retained as the
financial advisor to the Noteholders' Committee and was to be
paid a fee of $100,000 per month through November 6, 1999 and
thereafter $85,000 per month.

HARVARD INDUSTRIES: Completes Sale of Kingston-Warren
Harvard Industries, Inc. (Nasdaq: HAVA) today announced the
completion of its previously announced sale of substantially all
the assets of its Kingston-Warren subsidiary to Hutchinson S.A.
for the sum of $115 million in cash, subject to certain

The sale marks a critical phase of Harvard Industries'
comprehensive reorganization program.

Proceeds of the sale were used to pay off the Company's asset-
based bank loans and senior secured notes.  The Company has also
put into place a new two-year $50 million revolving credit
facility with General Electric Credit Corp., a facility that will
be used for general corporate purposes and potential

Based in Farmington Hills, Mich., Kingston-Warren produces
single- and multi-durometer sealing products and systems.  Fiscal
1999 revenues were approximately $119 million.

"The proceeds from the sale of Kingston-Warren were used to pay
off all the Company's long-term debt and revolving credit
facility, thereby de- leveraging the Company's balance sheet and
enhancing our capital structure," said Roger Pollazzi, Harvard
Industries' chairman and CEO.  "The remaining proceeds from
the sale, along with a new credit facility, will be available to
fund the Company's ongoing operations and short-term growth."

"The recent restructuring of the Company, including the sale of
unprofitable or non-core units as well as the elimination of the
sources of historical operating losses, has enabled Harvard to
generate operating income (excluding fresh start amortization)
this year," said Pollazzi, who joined the Company during its
bankruptcy period as chairman and CEO.  "We are now in a position
to use our new capital structure to grow internally while taking
advantage of any opportunistic acquisition opportunities that
would further diversify the Company's customer base."

Given the competitive nature of the automotive industry, customer
diversification is a vital element of short- and long-term
corporate planning. The Company's main business strategy will be
to focus on leveraging core competencies in the design and
production of OEM automotive components. This will enable Harvard
to make available a greater range of products and systems for
existing OEM automotive customers while targeting new markets
and customers in the non-automotive industrial sector and the
automotive aftermarket.

"Auto makers are finding new ways of building their products and
they are looking at suppliers like Harvard who can support those
new initiatives," Pollazzi said.  "We are going to grow by taking
advantage of the opportunities inherent in those changes."

Part of the business strategy, he said, is to come together with
companies that offer a strategic fit to augment Harvard's product
line.   "The 'right company' would likely involve a company that
makes aftermarket products with high value added," Pollazzi said.  
"We are prepared to move quickly on companies that make good
sense for us."

Harvard has retained Lehman Brothers, Inc. to assist in
identifying alternative acquisitions.

Having recently completed a successful turnaround, Harvard's new
management team is convinced that future success and
profitability depend on the Company's ability to increase its
activity in industrial and other manufacturing sectors
while selectively increasing its share in existing markets.

At the time that Harvard emerged from court protection in
November 1998, the Company's customer mix was 95 percent
automotive and 5 percent industrial. Pollazzi expects to change
that mix to 60 percent automotive and 40 percent industrial over
the next two years.  The Company intends to produce products for
the heavy truck and construction equipment markets as well as
increase product lines for the automotive market.

Harvard Industries designs, develops and manufactures a broad
range of components for OEM manufacturers, the automotive
aftermarket, aerospace and industrial and construction equipment
applications worldwide.  The Company employs approximately 3,000
employees at 10 plants in the United States and Canada.

HVIDE MARINE: Files Reorganization Plan
Hvide Marine Incorporated (HMARQ) today announced that it has
filed a proposed Plan of Reorganization that, if confirmed, would
deleverage its balance sheet, restore liquidity, and enhance the
Company's competitive position in the marketplace.  The Plan
results from discussions with the Official Committee of
Unsecured Creditors appointed in Hvide's Chapter 11 case,
including representatives of the holders of approximately 63% of
Hvide Marine's $300 million of 8 3/8% Senior Notes and nearly 50%
of its outstanding Trust Convertible Preferred Securities.

Under the Plan, holders of the Company's 8 3/8% Senior Notes
would exchange their Senior Notes for 9,800,000 shares of common
stock of the reorganized Hvide Marine, representing 98% of the
new common equity; holders of the Trust Convertible Preferred
Securities would receive 200,000 shares of common stock of
the reorganized Hvide Marine, representing 2% of the new common
equity, together with warrants to purchase an additional 125,000
shares; and holders of the Common Stock would receive warrants to
purchase 125,000 shares of the common stock of the reorganized
Hvide Marine.  The warrants would be exercisable at $38.49 per
share and would have a term of four years.

Completion of the Plan is subject to various conditions, among
them obtaining refinancing for the Company's bank borrowings,
including those under the debtor-in-possession credit facility
announced on September 9.  To date, the Company has been
unsuccessful in its efforts to refinance these borrowings, and
there is no assurance that it will be able to do so in the
future.  Completion of the Plan is also subject to approval by
the U.S. Bankruptcy Court.

"The filing of our Plan of Reorganization represents an important
step forward," commented Jean Fitzgerald, Chairman, President and
CEO.  "It will convert approximately $433 million of debt to
equity, thereby reducing our liabilities by more than half and
enabling us to go forward as a financially viable enterprise with
a manageable debt load.  It also represents an important vote of
confidence on the part of our major creditors, whose
support has enabled us to pursue this reorganization."

The Court has scheduled a hearing for November 2 to consider
approval of the proposed Disclosure Statement, filed along with
the Plan of Reorganization.  As previously announced, the Company
filed a voluntary Chapter 11 petition on September 8 and obtained
a $60 million debtor-in- possession (DIP) credit facility in
order to continue normal operations throughout the restructuring
period.  The Company estimates that it will complete its
restructuring and emerge from Chapter 11 in late 1999 or early

With a fleet of 276 vessels, Hvide Marine is one of the world's
leading providers of marine support and transportation services,
primarily to the energy and chemical industries.  The Company's
three main businesses are offshore energy support (200 vessels),
offshore and harbor towing (37 vessels), and petrochemical
transportation (39 vessels).  A copy of the proposed Plan of
Reorganization and the related Disclosure Statement will be
posted on Hvide's web site at .

INTERNATIONAL WALLCOVERINGS: Files for Bankruptcy Protection
KPMG Inc., the court-appointed receiver and manager of
International Wallcoverings Ltd., announced that it caused the
company to make an assignment in bankruptcy last week, following
the completion of the sale of its assets and business to
International Wallcoverings Co. by the  receiver on Aug. 30,
according to a newswire report. KPMG said the primary purpose of
the  bankruptcy proceedings is to facilitate the distribution of
sale proceeds to International  Wallcovering Ltd.'s creditors,
but the proceedings will not have an effect on the continuing
operations and business of International Wallcoverings Co.
(ABI 04-Oct-99)

PHILIP SERVICES: Not Required To Solicit Stockholders' Votes
The US Bankruptcy Court for the District of Delaware entered an
order confirming that the debtors are not required to solicit the
votes of the Common Stockholders to accept or reject the plan;
that the stockholders are deemed to have rejected the plan.  The
debtors' Disclosure statement is approved as containing adequate
information, the Class 8 claims and interests summary is
approved.  The Canadian Impaired Unsecured Creditor summary is
approved, for transmission for informational purposes only to
holders of Canadian Impaired Unsecured Claims.

The confirmation hearing is set for November 3, 1999, 9:30 AM, US
Bankruptcy Court, Marine Midland Plaza, 824 Market Street, Sixth
Floor, Wilmington, Delaware 19801.

POCKET COMMUNICATIONS: National Telecom Requests Hearing
National Telecom PCS, Inc. a creditor and party-in-interest in
the Chapter 11 cases of Pocket Communications Inc. and its wholly
owned subsidiary DCR PCS, Inc. seeks a hearing to determine the
adequacy of NatTel's Disclosure Statement accompanying the second
amended plan of reorganization for DCR proposed by NatTel.

The plan calls for dismisssal of any and all pending adversary
proceedings to which DCR is a party; the immediate auction  to
the highest qualified bidder of DCR's remaining PCS licenses;
payment in full in cash of DCR's administrative , priority and
non-Nat Tel general unsecured Claims; and payment in cash of
DCR's Nat Tel-related claims.  After consummation of the plan,
DCR will be liquidated and dissolved.

PRICHARD, ALA: May Declare Bankruptcy
The city of Prichard, Ala., may file for bankruptcy protection,
citing steep debt, according to a newswire report. Prichard Mayor
Jesse Norwood wants to file, but some city council members
argue that the city can borrow its way out of debt. The mayor
said there is not enough revenue to make payments on a loan large
enough to pay back the bills. The city has withheld paying
state and federal income tax for months and has defaulted on
pension plan payments. (ABI 04-Oct-99)

SCOOP INC: Announces Confirmation Of Plan of Reorganization
Oct. 1, 1999--Scoop, Inc., a Delaware corporation
(OTC:SCPI)("Scoop") announced that, on Sept. 30, 1999, the United
States Bankruptcy Court for the Central District of California
confirmed Scoop's Chapter 11 Plan of Reorganization.  The Plan
provides for a business combination between Scoop and InfiniCom
AB, a holding company formed under the laws of Sweden.  InfiniCom
will acquire a 91% interest in Scoop in exchange for InfiniCom's
transfer to Scoop of 100% of the stock in Limited
and a cash consideration.  Scoop anticipates that, pursuant to
the Plan, Scoop's general unsecured creditors will obtain a
recovery of in excess of 90% of their estimated allowed claims.  
Scoop's chief executive officer, Rand Bleimeister stated, "I am
very pleased with the outcome of Scoop's reorganization.  Scoop's
creditors will obtain a very favorable recovery on their claims,
and Scoop's shareholders will retain a very significant interest
in the reorganized company.  The reorganization process certainly
worked in this case."

Founded in 1990, Scoop was in the business of offering custom-
designed reprints in hard copy format or HTML format for posting
on the World Wide Web. Scoop's Scoop Information Services
Division offered an internet-based information service, focusing
on electronic delivery of information to individuals in
companies.  Scoop is represented in its Chapter 11 case by Robert
E. Opera and Hamid R. Rafatjoo of the Irvine-based law firm of
Lobel, Opera & Friedman LLP.  Scoop's corporate and securities
counsel are William J. Cernius and Scott Shean of the Costa Mesa
office of Latham & Watkins.

SGL CARBON: Reaches Further Settlement With Civil Plaintiffs
SGL CARBON Corporation, the U.S. subsidiary of SGL CARBON AG
(NYSE: SGG), has entered into settlement agreements with
additional graphite electrode customers that have asserted
antitrust claims against it.  In total, SGL CARBON Corporation
has now settled with more than 80% of its customer base over the
relevant period (as measured by the dollar value of the claims).  
The largest claim still pending is the class action.

The settlement agreements, which must be approved by the U.S.
bankruptcy  court overseeing the Chapter 11 case of SGL CARBON
Corporation, release both SGL CARBON Corporation and SGL CARBON
AG of all claims.

SGL CARBON Corporation, headquartered in Charlotte, North
Carolina, is engaged in the business of manufacturing, marketing
and distributing carbon and graphite products, principally
graphite electrodes and specialty graphite products.  The Company
has approximately 1,200 employees located in Charlotte and
Morganton, North Carolina; St. Marys, Pennsylvania; Niagara
Falls, New York; Ozark, Arkansas; Hickman, Kentucky; Dallas and
Irving, Texas and Hillsboro, Oregon.  Subsidiaries of the Company
employ approximately 700 people, principally in Gardena and
Valencia, California.  SGL CARBON Corporation is a wholly owned
subsidiary of SGL CARBON AG based in Wiesbaden, Germany.

SIGMA ACQUISITION: President Pleads Guilty to Bankruptcy Fraud  
Michelle A. Pruyn, Medford, N.J., pleaded guilty Friday to
concealing company income from her creditors, the U.S. Bankruptcy
Court and the Internal Revenue (IRS), U.S. Attorney Faith
S. Hochberg announced. Pruyn is the former president and owner of
Sigma Acquisition Corp., Televid Media Buying Inc. and other New
Jersey-based video production-related companies. Pruyn's
sentencing is scheduled for Dec. 21; she faces a maximum of five
years in prison and a $250,000 fine on each count. Pruyn filed
chapter 7 on Feb. 5, 1996 and Friday admitted that she knowingly
and fraudulently concealed assets worth at least $240,000 from
the court and her creditors by filing to disclose on her petition
the equitable interest she held in a Pennsauken, N.J.,  
commercial building and the existence of an investment account
held in the name of the Cogan Corp., to which she diverted a
portion of the receipts of Sigma and the other companies she
owned. The U.S. Attorney credited the staff of U.S. Trustee for
the District of New Jersey  Patricia A. Staiano, the Federal
Bureau of Investigation and the IRS. (ABI 04-Oct-99)

SOUTHEAST COMMUNITY: Arizona Firm Makes Offer
Doctors Community Healthcare Corp., Scottsdale, Ariz., has made a
$24 million offer that may prevent Washington's Greater Southeast
Community Hospital from being liquidated by a bankruptcy court
order, The Washington Post reported today. The Arizona firm also
owns Hadley Memorial Hospital, one of the smallest hospitals in
the D.C. metropolitan area. Since May, the D.C. government has
loaned, advanced or granted $8.5 million to the non-profit group
that operates the hospital to keep it running while a plan for
its reorganization and emergence from bankruptcy could be
formalized. Last week Bankruptcy Judge S. Martin Teel gave the
hospital a deadline of tomorrow to come up with the needed
financing. An attorney for the hospital said that hospital
officials have met or spoken with Doctors Community owner Paul R.
Tufts and his financial supporters several times this year, and
said "We have no reason to think this is any more real a deal
than before." Greater Southeast board Chairman Virgil C. McDonald
said there is another possible solution involving Daiwa Bank, a
subsidiary of a Japanese bank, that wants to recover $12 million
in loans to the hospital. Under this possibility, Daiwa would
bankroll an $8 to $12 million turnaround plan that hospital
consultants say would put the hospital on firm financial ground
by spring. The city does not favor this proposal because it
relies on a city guarantee to repay Daiwa if the turnaround plan
fails. An official in D.C. Mayor Anthony A. Williams'
administration said "The city cannot do that. The bottom line
is...[Greater Southeast officials] see the city as a the deep
pocket, but it's a private hospital." (ABI 04-Oct-99)

SOUTHERN MINERAL: Payment Date Extended; Delayed Interest Payment
Southern Mineral Corporation (OTC Bulletin Board: SMIN) today
announced the extension until October 8, 1999 of the maturity of
the $2.9 million Tranche A obligation under its domestic credit
facility.  In addition, the Company announced an agreement to
sell certain of its oil and gas interests in West Texas for
approximately $1.8 million.  The sale is subject to approval of
the Company's Board of Directors and its domestic lenders and
certain other conditions, including purchaser due diligence.  
Closing is expected to occur on or before October 28, 1999.

The Company announced that it has defaulted on the scheduled
October 1, 1999 interest payment on its 6.875% Convertible
Subordinated Debentures due 2007 (the "Debentures").  According
to the terms of the indenture governing the Debentures, the
Company has a grace period of 30 days to cure its default.  If
the Company fails to cure the default within the 30 day period,
such failure will give the holders of the Debentures the right to
accelerate such indebtedness.

On July 20, 1999, the Company filed a registration statement on
Form S-4 with the Securities and Exchange Commission in
connection with a proposed exchange offer and prepackaged plan of
bankruptcy by the Company, which also contemplated an investment
by EnCap Capital Fund III, L.P. ("EnCap") pursuant to a stock
purchase agreement (the "Refinancing").  Based upon discussions
with certain of the holders of its Debentures, the Board of
Directors of the Company has concluded that the Refinancing
cannot be consummated on the terms previously contemplated.  
Consequently, the Company is negotiating a termination of its
stock purchase agreement with EnCap, though it continues to
review refinancing alternatives with EnCap and others.  In
addition, following completion of its evaluation of strategic
alternatives to maximize shareholder value, the Board of
Directors has elected to terminate the services of CIBC World
Markets Corp. as independent advisors.

The Company is investigating numerous financing sources to
restructure its domestic bank debt.  The Company believes that it
will be necessary to sell additional oil and gas assets or obtain
additional borrowings from its current or new lenders to raise
the funds necessary to meet the October 8, 1999 Tranche A
principal payment and the October 30, 1999 interest payment on
the Debentures.  No assurance can be given that such transactions
can be consummated.  If the Company is unsuccessful in obtaining
additional borrowings from its current or new lenders or selling
additional oil and gas properties, the Company will consider all
alternatives, including, but not limited to, further
restructuring of its domestic credit facility, mergers with other
entities, obtaining additional sources of financing or equity,
further reductions in general and administrative costs and the
filing of a petition to reorganize or liquidate under the
Bankruptcy Code of the United States.

Southern Mineral Corporation is an oil and gas acquisition,
exploration and production company that owns interests in oil and
gas properties located along the Texas Gulf Coast Canada and
Ecuador.  The Company's principal assets include interests in the
Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada.  The Company's common stock is quoted on the OTC
Bulletin Board under the trading symbol "SMIN".

SYSTEMSOFT: Committee Objects To Compromise
The Official Committee of Unsecured Creditors of Systemsoft Corp.
objects to the debtor's motion for approval of stipulation of
compromise, settlement and dismissal of securities claims.

According to the Committee, the debtor seeks court approval to
settle pre-petition securities fraud and violations suits brought
by several shareholders against the debtor and certain of its
current and former officers and directors.  Among other things,
the settlement provides $2.9 million to be paid to the plaintiffs
by the insurance company that issued the D&O Liability Policy.  
The insurer will also pay "a portion of the costs and
administration of the settlement."

The debtor maintains that the settlement is in the best interests
of the estate because it eliminates the plaintiffs' claims
against the estate (approximated at $80 million) as well as the
indemnification, contribution or reimbursement claims of the
individual defendants.  The Committee objects to the Settlement
motion because the insurance policy and the proceeds thereof are
property of the bankruptcy estate and should be administered in
accordance with the Bankruptcy Code, and the Committee further
objects to the settlement motion because the consideration
offered for the release of claims, $3 million, is completely
disproportionate in light of the fact that the Bankruptcy Code
subordinates those very claims and, in this case, subordination
is indistinguishable from release or discharge.

TRANSTEXAS GAS: Objections To Joint Disclosure Statement
Both the mineral property owners and the Bondholders' Committee
object to the Joint Disclosure Statement for the plan of the
debtors, TransTexas Gas Corporation, et al.

The mineral property owners state that the Disclosure Statement
should provide financial information, valuations or pro forma
projections that would be relevant to creditors' determinations
of whether to accept or reject the plan.  The pro forma financial
projections attached to the Disclosure statement are the only
financial projections provided by the debtor.  The mineral
property owners state that it is possibly "materially" misleading
disclosure.  There are no valuations given for the assets of any
of the companies and the fair market value of the assets may be
higher than book value.  They go on to complain that the
Disclosure Statement does not value the debtors' mineral
interests and does not value potential litigation claims.  The
debtor does not disclose the percentage recovery anticipated by
each class of creditors, noting items that might impact the
estimated recoveries.  The Disclosure Statement is entirely
inadequate to describe the risks inherent to the planned

The Bondholders state that the Disclosure Statement does not
contain adequate information or analysis concerning the valuation
of TTG's assets and equity as a going concern, that the financial
projections contained in the Disclosure Statement are unreliable,
that the Disclosure Statement provides little historical evidence
to support the debtor's plan projections that it does not explain
the interest rates, on the secured debtor or how the debtors
derived dividends and other consideration. They go on to state
that the Disclosure Statement does not inform creditors of the
impact of the pending avoidance litigation and does not inform
creditors of the massive impact on the plan if all or a portion
of the avoidance litigation is successful.

VENCOR: Final Approval of $100 Million DIP
Oct. 1, 1999--Vencor, Inc. announced that the United States
Bankruptcy Court for the District of Delaware (the "Court") gave
final approval to the Company's $ 100 DIP Financing with a bank
group led by Morgan Guaranty Trust Company of New York.

The DIP Financing and existing cash flows will be used to fund
the Company's operations during the restructuring. As of October
1, 1999, the Company had no outstanding borrowings under the DIP
Financing. The Court also approved the Company's motion to
establish a vendor reclamation procedure.  Vencor and its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 with the Court on September 13, 1999.  Vencor, Inc.
(OTC/BB:VCRI) is a long-term healthcare provider operating
nursing centers, hospitals, and contract ancillary
services in 46 states.                       

WILLCOX & GIBBS: To Restructure Macpherson Subsidiaries
Willcox & Gibbs, Inc. announced that it plans to restructure the
business of its Macpherson subsidiaries, which distribute
embroidery equipment and supplies, including embroidery machines
manufactured by Barudan Company, Ltd.  Willcox & Gibbs said that
it had agreed to sell its Macpherson Canada operations to
Barudan, subject to the approval of the Bankruptcy Court in
Willcox & Gibbs' Chapter 11 Bankruptcy case.  In addition, the
Company is in negotiations with Barudan to restructure Willcox &
Gibbs' U.S. Macpherson subsidiary.  Under this plan, which is
designed so that Barudan and Macpherson will work closely
together, Barudan embroidery machines formerly distributed by
Macpherson in the United States will be distributed by Barudan,
and Macpherson will continue to be the exclusive distributor of
Barudan genuine parts for such machines as well as continue to be
the exclusive distributor of Barudan towel hemming machines
and used machines.  Macpherson will continue to expand the
Embroidery Store operation and Emtex Leasing Corp. will continue
as the exclusive leasing company for all Barudan machines.  Such
restructuring is subject to reaching a final agreement with
Barudan and approval of Willcox & Gibbs' Bankruptcy Court.

The restructuring of Macpherson is in accordance with the
Company's plan to emphasize its parts and supplies business in
the U.S. which will be the major segment of its business after
the restructuring of Macpherson.

Willcox & Gibbs is the largest distributor in North America of
replacement parts, supplies and ancillary equipment to
manufacturers of apparel and other sewn products.  Willcox &
Gibbs is currently operating as a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code.

WIRELESS ONE: Seeks Extension To Assume or Reject Leases
The debtor, Wireless One, Inc. seeks an extension of time within
which to assume or reject unexpired leases of nonresidential real
property.  A hearing on the motion is scheduled for October 22,
1999 at 10:00 AM.

The debtor is currently party to approximately 68 unexpired
leases of nonresidential real property.  The leases cover the
debtor's use of office space, warehouse facilities and
transmission towers, which are required to sustain the debtor's
business.  The debtor is currently attempting to evaluate its
unexpired leases of nonresidential real property in the context
of the amended plan.  Pursuant to the terms of the amended plan,
MCI WorldCom is essentially acquiring the debtor's business.  
Accordingly, the debtor, in consultation with MCI WorldCom must
determine which leases to assume or reject.  The debtor will not
be able to complete this analysis of the unexpired leases prior
to the date currently contemplated by the amended plan.

The debtor seeks an extension of its time to assume or reject the
unexpired leases through the earlier of November 30, 1999 or the
effective date of the Amended Plan.

The debtor states that its case is large and complex.  The debtor
has negotiated the terms of the amended plan with MCI WorldCom in
its efforts to formulate a successful plan of reorganization.  
According to the debtor, its request for extension and the time
for analysis of the unexpired leases is itself part of the
debtor's progress toward rehabilitation and confirmation of the

Meetings, Conferences and Seminars
October 5-6, 1999
      Fall International Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-703-449-1316
October 6-9, 1999
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or

November 4-5, 1999
      Assessing the Present and Looking to the Future
         The Doubletree Hotel, Nashville, Tennessee
            Contact: 1-423-549-7000 or

November 11-13, 1999
      11th Annual Advanced ALI-ABA Course of Study:
      The Emerged and Emergine New Uniform Commercial Code
         New York Hilton Hotel, New York City
            Contact: 1-800-CLE-NEWS

November 17-20, 1999
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

November 29-30, 1999
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   

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

February 27-March 1, 2000
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 23-25, 2000
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448
March 30-April 2, 2000
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

May 4-5, 2000
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or   

June 29-July 2, 2000
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  

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.  

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