TCR_Public/991006.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Wednesday, October 5, 1999, Vol. 3, No. 193
                     
                     Headlines

ACME METALS: Seeks Extension of Exclusivity
ANKER COAL: Rothschild to the (Partial) Rescue
AVATEX CORP: Form 10-K Amendments Don't Alter Results
BROOKE GROUP: Converts to Holding Company Structure
CORDEX PETROLEUMS: Continued Meeting of Creditors

COSTILLA ENERGY: Seeks To Assume Gas Purchase Agreement
DNR USA: Hearing to Consider Confirmation of Joint Plan
EASTWIND AIR: Creditors File Involuntary Bankruptcy
EATON: Sears Canada To Buy 5 Downtown Stores
EUROWEB INTERNATIONAL: Buys 70% of Slovakian ISP

FAVORITE BRANDS: August 1999 Operating Results
FETRA: Chapter 11 Dismissed; Auction Scheduled
FIDELITY BANCORP: Changes Certifying Accountant
FILENE'S BASEMENT: Closing 17 of 49 Stores
FILENE'S BASEMENT: Seeks To Implement Bonus and Severance Program

FORCENERGY: Notice of Sale and Overbid Procedures
GREATER SOUTHEAST: D.C. Mayor Advises Officials to Accept Offer
IMAGYN MEDICAL: Taps Lazard Freres as Financial Advisors
IRIDIUM: Cellular Telephone Pioneer Considers Taking Large Stake
MOBILE ENERGY SERVICES: Seeks Extension of Exclusivity

NATIONAL HEALTH: Announces MedSmart's Acquisition of POWERx
ONSALE INC: Stockholder Meeting Date Set To Consider Merger
PEOPLES CHOICE TV: Becomes Wholly Owned Subsidiary Of Sprint
PRECISION AUTO CARE: Announces Anticipated 4th Quarter Results
RAND ENERGY: Hearing On Motion To Sell Properties

SANYO AUTOMOTIVE: Seeks Extension of Exclusivity
SILAS CREEK: Hearing on Confirmation of Plan
TRANSAMERICAN ENERGY: November 9 Confirmation Hearing Set
VENCOR: Court Grants 45 Additional Days For Schedules
VERTEX COMPUTER: Form 10-K Delayed by DataWorld Merger
WSR CORP: Seeks Order Authorizing Bonus Program

                   *********

ACME METALS: Seeks Extension of Exclusivity
-------------------------------------------
The debtors, Acme Metals Incorporated, seek a court order further
extending the debtors' exclusive periods within which the debtors
may file a plan of reorganization and solicit acceptances
thereto.  

The debtors are engaged in the business of steel manufacturing
and fabricating.  The debtors request an order extending their
exclusive proposal and solicitation periods for approximately 120
days, to and including January 31, 2000 and march 31, 2000
respectively.  The debtors and their financial advisors have
completed and delivered to the committee and other key creditor
constituencies the debtors' going forward business plan, which
will provide the framework for the ultimate preparation and
negotiation of a plan of reorganization.  June 1, 1999 was
established as the "bar date" for the filing of claims in these
cases.  The debtors are currently in the middle of the claims
resolution process.  These cases include six separate debtors,
several hundred creditors, and various manufacturing facilities
and sales offices located throughout the US.  In addition to
trade payables and other unsecured pre-petition current
liabilities estimated at $38.5 million, the debtors have
outstanding long term debt of over $400 million.


ANKER COAL: Rothschild to the (Partial) Rescue
----------------------------------------------
Anker Coal Group, Inc. disclosed that it has provided to a
limited number of qualified holders a proposal to restructure its
9-3/4% Senior Notes due 2007 and to raise additional capital from
one of the noteholders, Rothschild Recovery Fund, L.P.
The Company also announced that it does not intend to make the
October 1, 1999 interest payment on the old notes until after
completion of the private restructuring and capital raising
transactions and currently does not have sufficient funds to make
that payment.

Under the proposal, qualified noteholders would receive $800
principal amount of 14-1/4% new secured notes for each $1,000
principal amount of old notes exchanged. In addition, each
exchanging noteholder will receive warrants to purchase its pro
rata share of 20% of the Company's fully diluted common
stock at a nominal exercise price. The proposed exchange ratio
includes $743 principal amount of new secured notes in exchange
for each $1,000 principal amount of old notes and $57.00
principal amount of new secured notes in lieu of the $48.75 cash
interest payment due October 1, 1999 on the exchanging old
notes. The interest payment due April 1, 2000 on the new secured
notes would be paid in kind by issuing $71.25 principal amount of
new secured notes on each $1,000 principal amount of new secured
notes on that date. After April 1, 2000, interest on the new
secured notes would be payable in cash. Holders of old notes
included in the private exchange would be required to consent to
amendments to the indenture governing the old notes that would,
among other things, modify or eliminate certain covenants.

In connection with the proposed private exchange, the Company
also is proposing to issue $6 million principal amount of new
secured notes to a shareholder of the Company controlled by the
estate of John J. Faltis, former Chairman and Chief Executive
Officer of the Company, in exchange for cancellation of that
shareholder's stock in the Company and its rights to
require the Company to buy that stock for approximately $10.5
million.

The Company also proposes to issue to Rothschild for
approximately $11.2 million in cash in a private placement
simultaneously with the private exchange approximately $13.2
million principal amount of new secured notes and warrants
to purchase 10% of the Company's common stock on a fully diluted
basis at a nominal exercise price. Rothschild has further agreed
to provide the Company up to $6.3 million of additional cash to
fund a portion of the October 1, 2000 interest payment on the new
secured notes by purchasing on October 1, 2000 additional new
secured notes at a price equal to 95% of their then-current
market value. Rothschild's commitment to purchase the additional
notes in October 2000 is subject to conditions, including the
absence of a material adverse change or material liens on the
collateral securing the new secured notes arising after the
closing of the private restructuring transactions.

The proposed restructuring transactions are subject to a number
of conditions, including (1) participation in the private
exchange by holders of at least 90% in aggregate principal amount
of the old notes and consent by such holders to amend the
indenture for the old notes, (2) closing of the exchange
with the shareholder as described above, (3) purchase by
Rothschild of the new secured notes and warrants for
approximately $11.2 million, (4) completion of an inter-creditor
agreement between the Company's senior secured lenders and the
collateral agent for the new secured notes, which is still under
negotiation, and (5) consent to the transactions and waiver of
certain defaults in the Company's senior secured credit agreement
by the Company's senior secured lenders. Rothschild, which holds
approximately 33% of the old notes, has advised the Company that
it intends to exchange its old notes in the private exchange
and to purchase the new secured notes and warrants for
approximately $11.2 million in cash as described above. The
Company cannot give any assurance that the proposed restructuring
transactions will be completed.

The Company has provided its restructuring proposal to a limited
number of qualified holders previously identified by the Company.
No other holders will be permitted to participate in the private
exchange. The Company currently intends to offer the other
holders of old notes the opportunity to exchange their old
notes for new secured notes after completion of the private
restructuring transactions, although the Company is not obligated
to do so and can give no assurance that it will ultimately decide
to conduct a subsequent public exchange offer. In addition, the
Company may be prohibited from proceeding with a public
exchange if the collateral securing the new secured notes becomes
subject to material liens arising after the closing date of the
private restructuring transactions that the Company is unable to
remove. If the Company proceeds with a public exchange offer, it
would be made pursuant to either a registered exchange or an
exchange that is exempt from the registration requirements of the
Securities Act. The Company currently contemplates that, if it
determines to conduct the public exchange, it will offer $743
principal amount of new secured notes bearing interest from
October 1, 1999 to holders of each $1,000 principal
amount of old notes. Warrants or other equity will not be
included in any public exchange.

The securities to be issued in the private restructuring and
capital raising transactions as described above have not and will
not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration. This press release is not
and shall not be deemed to constitute an offer to sell or
the solicitation of an offer to buy any security.

In connection with the private restructuring proposal, the
Company has provided financial projections to certain holders of
old notes eligible to participate in the private exchange. A copy
of these projections and the related assumptions and risks will
be filed with the Securities and Exchange Commission
as an exhibit to a Current Report on Form 8-K and posted at
http://www.sec.gov/cgi-bin/srch-edgar?ANKER+adj_COAL

Anker Coal Group, Inc. and its subsidiaries produce and sell coal
used principally for electric generation and steel production in
the eastern United States.


AVATEX CORP: Form 10-K Amendments Don't Alter Results
------------------------------------------------------
In an amendment to its annual report filed on Form 10-K with the
Securities and Exchange Commission for the fiscal year ending
March 31, 1999, Avatex Corp. incorporates the financial
statements of Phar-Mor, Inc. (a 38% owned affiliate).  Avatex
indicates that it is in the process of further Amending its 10-K
to reflect the operations of its real estate segment as
discontinued operations due to the sale of its investment in its
three remaining real estate developments, subsequent to year-end.  
The restatement, Avatex says, will not change its reported net
loss.


BROOKE GROUP: Converts to Holding Company Structure
---------------------------------------------------
Brooke Group Ltd. (NYSE: BGL) has reorganized into a holding
company form of organizational structure.  The name of the new
holding company will remain "Brooke Group Ltd."  The new
corporate structure will allow the Company to manage its entire
organization more effectively and broadens the alternatives for
future financing.

On October 1, 1999, pursuant to Section 251(g) of the Delaware
General Corporation Law and the Agreement and Plan of Merger,
dated as of September 30, 1999, by and among the Predecessor, the
Company and BGL Merger Inc., an indirect wholly-owned Delaware
subsidiary of the Company ("BGL Merger"), BGL Merger, merged (the
"Merger") with and into the Predecessor, which was the surviving
corporation in the Merger, and BGL Merger ceased to exist.

Pursuant to the Merger, (i) each share of common stock of BGL
Merger issued and outstanding immediately prior to the effective
time of the Merger (the "Effective Time"), was converted into one
share of common stock of the Predecessor, (ii) each share of
common stock of the Predecessor issued and outstanding or held in
its treasury immediately prior to the Effective Time was
converted into one share of common stock of the Company (the
"Company Common Stock"), and (iii) each share of the Company
Common Stock issued and outstanding immediately prior to the
Effective Time was canceled.

In connection with the Merger, BGLS Inc. ("BGLS"), a subsidiary
of the Predecessor, sold the stock of all of its direct wholly-
owned subsidiaries, other than Liggett Group Inc., to BGLS
Holding Inc. ("BGLS Holding"), a Delaware corporation which is a
direct wholly-owned subsidiary of the Company. In consideration
for such shares, BGLS transferred and assigned to the Company,
and the Company assumed and agreed to perform and discharge,
pursuant to a supplemental indenture, all of BGLS' obligations
under the Indenture dated as of January 1, 1996 between BGLS and
State Street Bank and Trust Company, as Trustee, pursuant to
which BGLS had issued its 15.75% Series B Senior Secured
Notes due 2001. In addition, BGLS Holding assumed all of BGLS'
liability as plan sponsor of three pension plans.

As a result of the Merger, all the business and operations
previously conducted by the Predecessor and its direct and
indirect subsidiaries are now conducted by the Company and its
direct and indirect subsidiaries. The assets and liabilities of
the Company and its direct and indirect subsidiaries on a
consolidated basis are the same as the assets and liabilities of
the Predecessor and its direct and indirect subsidiaries
immediately before the Merger. The Certificate of Incorporation
and the Bylaws of the Company immediately after the
Merger were identical to the Restated Certificate of
Incorporation, as amended, and the Amended and Restated Bylaws of
the Predecessor as in effect immediately prior to the Merger. The
capital stock of the Company has the same designations,
rights and preferences as the capital stock of the Predecessor
immediately prior to the Merger. In addition, the persons who
held offices as directors and officers of the Predecessor prior
to the Merger hold the same offices in the Company after the
Merger. The Company Common Stock is listed for trading on the
NYSE under the symbol "BGL", as was the common stock of the
Predecessor. Stockholders of the Predecessor do not recognize
gain or loss for U.S. Federal income tax purposes as a result of
the Merger.

The conversion of shares in the Merger occurred without an
exchange of certificates. Accordingly, certificates formerly
representing shares of common stock of the Predecessor are deemed
to represent shares of Company Common Stock.


CORDEX PETROLEUMS: Continued Meeting of Creditors
-------------------------------------------------
The Continued Meeting of Creditors for the Chapter 7 case of
Cordex Petroleums, Inc. will b held on October 14, 1999 at 1:30
PM.


COSTILLA ENERGY: Seeks To Assume Gas Purchase Agreement
-------------------------------------------------------
The debtor, Costilla Energy, Inc., seeks court authority in a n
emergency motion to assume a gas purchase agreement with Houston
Pipe Line company.  The Purchase agreement accounts for
approximately 40% of Costilla's revenues, assumption of the
purchase agreement ensures the undisrupted receipt of revenues,
avoids litigation and is in the best interest of the estate.


DNR USA: Hearing to Consider Confirmation of Joint Plan
-------------------------------------------------------
Upon the motion of the debtors, DNR USA Inc., DNR North America,
Inc. and Marker International, the court approved the debtors'
Disclosure Statement dated as of September 22, 1999.  A hearing
to consider confirmation of the plan and any objections will be
held on October 27, 1999 at 2:30 PM before the Honorable Mary F.
Walrath, US Bankruptcy Court for the District of Delaware.


EASTWIND AIR: Creditors File Involuntary Bankruptcy
---------------------------------------------------
Three creditors of Eastwind Airlines Inc. filed an involuntary
Chapter 7 petition against the airline late Wednesday in the U.S.
Bankruptcy Court for the District of Delaware. Creditors
Salisbury & Ryan LLP, Craig M. Ferguson & Co. Inc., and CIS Air
Corp., which are owed about $5.3 million, asserted in Wednesday's
filing that the Greensboro, N.C.-based airline was not paying
its debts as they became due. New Jersey's UM Holdings Inc., the
airline's sole shareholder, had put the airline up for sale on
Aug. 19 and set a $10 million minimum purchase price. The
airline halted flights and laid off about a third of its
workforce on Sept. 8 after attempts to sell the struggling
company were unsuccessful. Reports estimate that Eastwind has
debts of around $33 million, not including the pending
litigation. (The Daily Bankruptcy Review and ABI Copyright c
October 5, 1999)


EATON: Sears Canada To Buy 5 Downtown Stores
--------------------------------------------
The T. Eaton Company Limited (TSE/ME: ETN) announced today that
it has reached a further agreement with Sears Canada
Inc. under which Sears has agreed for an additional $ 30 million
to acquire up to six additional store locations through its
acquisition of Eaton's shares.

Under this amendment to the original September 19, 1999
agreement, Sears will acquire four leased locations: Toronto
Eaton Centre, Vancouver Pacific Centre, Victoria Eaton Centre,
Winnipeg Polo Park; and one owned location -
Calgary Eaton Centre. In addition, Sears has an option to acquire
an additional leased location. Sears will continue to operate
these locations under the Eaton's name.

The agreement continues to be subject to certain conditions of
closing, including approval by the creditors and shareholders
under the Companies Creditors' Arrangement Act and the Ontario
Business Corporations Act, regulatory approvals and all necessary
court orders.

Brent Ballantyne, Chairman of Eaton's commented, "We are pleased
that both the Eaton brand name, and many jobs at these major
downtown stores, will be preserved by this transaction."

Mr. Hap Stephen, Executive Vice President of Finance and Chief
Financial Officer stated, "The additional considerations for
these assets will enable Eaton's to provide an enhanced return to
its creditors. Additionally, we are in the process of considering
expressions of interest and offers for other Eaton's store
locations and real estate, the proceeds of which will be
available to our creditors in the CCAA proceedings."

Five of Eaton's store locations are now operating in normal
course and liquidation sales at these stores have ceased. These
stores are located in Brentwood-Burnaby, Winnipeg-St. Vital
Centre, Galleries La Capitale-Quebec, Westmount Shopping Centre-
London, and Sherway Gardens in Etobicoke. The balance of the
Eaton's stores will continue with the liquidation and closing
sales.
    

EUROWEB INTERNATIONAL: Buys 70% of Slovakian ISP
------------------------------------------------
Euroweb International Corp., reports that it purchased from
Slavia Capital o.c.p., a.s., 70% of the issued  and outstanding
stock of Global Network Services a.s.c. a Slovakian corporation
providing Internet service primarily to businesses located in
Bratislava and other major cities in the Slovak Republic.

For the shares, Euroweb paid (a) USD $600,000 (six hundred
thousand US Dollars); (b) USD 500,000 (five hundred thousand) in
shares of its common stock; and (c) additional shares of Euroweb
common stock to be issued to Slavia when the shares issued under
paragraph (b) above are registered, calculated to ensure that at
that point, the value of the shares in Slavia issued in
accordance with its agreement amounts to USD $500,000 (five
hundred thousand US Dollars), market value.


FAVORITE BRANDS: August 1999 Operating Results
----------------------------------------------
Favorite Brands International, Inc., filed in the United States
Bankruptcy Court for the District of Delaware the monthly
operating report for its August 1999 fiscal period, reporting
a $761,000 net loss on $49 million in net sales.  


FETRA: Chapter 11 Dismissed; Auction Scheduled
----------------------------------------------
The bankruptcy court has dismissed the chapter 11 case involving
Atlantis Water Park in Jeffersonville, Ky., and the Outer Limits
Amusement Park, Business First reported. FETRA Enterprises Inc.,
which owns the amusement parks, filed for chapter 11 protection
more than a year ago. As a result of the court's dismissal, the
parks will be sold at auction on Nov. 1. Both parks are on leased
land and will be sold as complete units. FETRA's most recent
operating report filed with the court valued the property and
equipment at $2.04 million at the end of June. Proceeds of the
sale will go to Fifth Third Bank of Kentucky Inc., FETRA's only
secured creditor, which is owed $1.2 million. Attorney Paul
Porter of Greenebaum, Doll & McDonald PLLC has not said which
unsecured creditors will be paid first. FETRA filed chapter 11 on
Sept. 19, 1998, three months after Atlantis opened. The owner
cited poor sales due to bad weather, construction delays and an
e-coli bacteria scare at an Atlanta waterpark, which he believes
patrons confused with Atlantis.


FIDELITY BANCORP: Changes Certifying Accountant
-----------------------------------------------
On September 20, 1999, Fidelity Bancorp, Inc., a Delaware
corporation, decided to engage Crowe, Chizek and Company LLP as
its independent auditors for the fiscal year ending September 30,
2000.  The company has notified KPMG LLP that the auditor-client
relationship will cease upon completion of the audit of the
company's financial statements for the year ended September 30,
1999 and the issuance of the pertinent financial statements.
Fidelity Bancorp says the decision to dismiss KPMG and engage new
auditors was recommended by the company's Audit Committee and was
approved by the company's Board of Directors based on a periodic
review by the company of its accounting and tax service
providers.

At the company's annual meeting to be held in January 2000,  
shareholders will be asked to approve the appointment of Crowe
Chizek as the company's independent public accountants to conduct
the audit for the fiscal year ending September 30, 2000.  If the
appointment of Crowe Chizek is not ratified, the matter of the
appointment of independent public accountant will be considered
by the Board of Directors.


FILENE'S BASEMENT: To Close 17 of 49 Stores
-------------------------------------------
The New York Times reported on October 5, 1999 that the discount
clothing retailer Filene's Basement, which filed for Chapter
11 bankruptcy protection in August, plans to close 17 of its 49
stores in an effort to restore profitability. About 400 full-time
employees -- nearly a quarter of the company's work force -- may
be affected by the store closings. Filene's Basement said it
would offer affected employees transfers to other stores or
severance packages and job-placement help. The company had
previously announced that two other stores would shut. It did
not list the latest stores to be closed.   


FILENE'S BASEMENT: Seeks To Implement Bonus and Severance Program
-----------------------------------------------------------------
The debtor, Filene's Basement Corp. and its subsidiary, Filene's
Basement Inc. seek to implement an employee retention plan for
key senior employees comprised of a retention bonus, an incentive
bonus, a severance plan, and for critical information systems
employees, a Y2K bonus. The maximum cost of the bonus Plan
assuming all key employees meet the eligibility criteria is $2.46
million.  In addition, the Bonus Plan includes a fund of $250,000
to be used by the debtors for paying bonuses or other incentives
to "new hires" to replace departed key employees.  Severance
payments could represent a maximum cost of $4.574 million to the
debtors if all eligible key employees were terminated and a
"change in control" occurred.  The addition of the severance plan
is less than $1 million, compared to a termination now, under
existing severance and change of control policies. The Y2K plan
represents a maximum payment of $160,000.


FORCENERGY: Notice of Sale and Overbid Procedures
-------------------------------------------------
The debtor, Forcenergy, Inc. seeks authority to sell certain oil
and gas properties located in Texas and Louisiana and to assign
related contracts to Hilcorp Energy I, LP. Any overbid must be
higher than $6,236,000, and thereafter in  $500,000 increments.  
A hearing to consider the sale and assignment of the property is
scheduled for October 20, 1999 at 2:15 PM.


GREATER SOUTHEAST: D.C. Mayor Advises Officials to Accept Offer
---------------------------------------------------------------
Washington, D.C. Mayor Anthony A. Williams last night advised
officials of Greater Southeast Community Hospital that they
should accept a $24 million offer from Doctors Community
Healthcare Corp., an Arizona-based company because the city would
not bail the hospital out a second time this year, The Washington
Post reported. Last week U.S. Bankruptcy Judge S. Martin Teel Jr.
set a deadline of today for the city to bail the hospital out
because private money was not available. He apparently was
unaware of the Sept. 28 offer by Doctors Community Healthcare.
Judge Teel may rule today on the a request by creditors to
liquidate the hospital. (ABI 05-Oct-99)


IMAGYN MEDICAL: Taps Lazard Freres as Financial Advisors
--------------------------------------------------------
The debtors, Imagyn Medical Technologies, Inc., et al. see court
authority to employ Lazard Freres & Co. LLC as financial
advisors.  the scope of services to be provided by Lazard will
include the valuation of the debtors and the securities to be
issued under the plan, the preparation of the liquidation
analysis contained in the Disclosure statement, a review of the
debtor's projections, assistance in raising capital (such as DIP
financing), negotiations on behalf of the debtors with various
creditor parties and testifying regarding the restructuring, debt
capacity, capitalization, valuation, feasibility and other
relevant issues as well as general restructuring advice.

Lazard will receive a fee of $75,000 per month and a cash fee
equal to 1% of the Existing Debt Obligations  excluding certain
debentures plus one quarter (.25%) for the convertible Bonds upon
the successful reorganization, as of the effective date of the
debtor's plan. They will also receive $120,000 upon execution of
the final order approving the second round of DIP financing. In
no case shall Lazard's fee exceed $633,943.75.


IRIDIUM: Cellular Telephone Pioneer Considers Taking Large Stake
----------------------------------------------------------------
According to a report in The New York Times on October 5, 1999,
Craig O. McCaw, the cellular telephone pioneer, is considering
taking a large stake in Iridium L.L.C., the troubled satellite
telephone venture that filed for Chapter 11 bankruptcy in August,
according to people close to the negotiations.

According to the article, any investment by Mr. McCaw would be a
huge boon to Iridium and come as part of a larger bankruptcy
reorganization plan meant to raise hundreds of millions of
dollars to salvage a $5 billion global satellite network that got
off to a disastrous start earlier this year, people close to the
company said.

Although the talks are in the early stages, people close to the
negotiations said Mr. McCaw is interested in investing in Iridium
or a number of other satellite companies to help prove that the
satellite communications business is viable.

The move, which is not expected in the coming weeks, could also
be valuable in setting the stage for Teledesic L.L.C., an even
more ambitious "Internet in the Sky" system that Mr. McCaw is
helping develop with the backing of William H. Gates of
Microsoft, Motorola Inc. and the Boeing Company.

It is unclear whether Iridium, which continues to operate with a
small subscriber base, would play any role in helping develop
Teledesic. Iridium is a satellite telephone service devoted
primarily to voice operations. And Teledesic, which is scheduled
to begin in 2004, is supposed to use much larger satellites and a
different technology to deliver broad-band data and Internet
access. But it is believed by some analysts that by investing in
Iridium or some other satellite venture, Mr. McCaw was trying to
find a way to gain earlier access to the satellite business and
learn valuable lessons about how it operates.

People close to the talks said that over the weekend Motorola,
which helped found Iridium and operates its system of 66 low-
orbiting satellites, told bank creditors that Mr. McCaw was
considering taking a stake in Iridium, which earlier last summer
defaulted on a $1.5 billion loan.

The deal could relieve pressure on Motorola Inc., which backed
$750 million in Iridium loans and said last summer that it would
not invest any more money in the venture without outside backers.
Yesterday, a spokesman at Motorola Inc. in Schaumburg, Ill., said
the company declined comment on the prospect of Mr. McCaw's
investment.

Roger Nyhus, a spokesman at Teledesic L.L.C. in Bellevue, Wash.,
where Mr. McCaw is chairman and co-chief executive, said: "This
is highly speculative. We're at the early stages of exploring a
variety of early market options, but we have not committed to
invest in any of them."

Michelle Lyle, a spokeswoman at Iridium L.L.C. in Washington,
also declined comment. "The restructuring is continuing," she
said.

Still, people close to the talks say Mr. McCaw, who helped found
Nextel Communications Inc., sees an opportunity in a market that
has been hit hard by bankruptcies.

Last summer, Iridium L.L.C. and ICO Global Communications,
another satellite telephone venture, filed for bankruptcy
protection within weeks of each other, hurting prospects for the
entire industry. Shares of the companies plummeted. After
spending more than $5 billion to develop its technology,
Iridium -- which had promised telephone communications "with
anyone, anytime, virtually anywhere in the world" -- lost 90
percent of its stock market value just months after its service
was started last January.


MOBILE ENERGY SERVICES: Seeks Extension of Exclusivity
------------------------------------------------------
Mobile Energy Services Company LLC and Mobile Energy Services
Holdings, inc. seek an order further extending their exclusive
periods. The debtors seek an extension of 90 days.  The proposed
extended Exclusive Periods will expire on January 18, 2000 and
March 20, 2000 respectively.

The debtors state that there is cause for such extensions.  The
debtors claims that they have expended a great deal of time
working with the Ad Hoc Bondholders Committee in formulating a
successful plan of reorganization.  The debtors have also entered
into extensive negotiations with Kimberly Clark in order to
resolve that dispute. The debtors have embarked, or are about to
embark upon several significant projects, such as the
reconfiguration of the Energy Complex, which are crucial for the
long term viability of the Energy Complex.

The issues that remain in negotiation are those with S.D. Warren,
Kimberly Clark and the Ad Hoc Bondholders Committee.


NATIONAL HEALTH: Announces MedSmart's Acquisition of POWERx
-----------------------------------------------------------
National Health and Safety Corporation (OTC Bulletin Board: NHLT)
and MedSmart Healthcare Network, Inc., a private Dallas, Texas
corporation, announced today MedSmart's acquisition of National's
POWERx Medical Benefits Network division.

The closing was announced jointly by Jimmy E. Nix, President of
MedSmart, and Dr. Dennis Bowers, President of National.

Under the terms of the sale, NHS will receive an undisclosed
amount of cash plus perpetual royalties on the sale of all POWERx
and related products by MedSmart. MedSmart will assume all
marketing and operations costs for the POWERx division, reducing
the operating cost of NHS by more than 75%.

MedSmart will also provide substantial expansion capital to
develop new markets for POWERx products, and will develop a
national state-of-the-art Internet and e-commerce capability to
promote POWERx products and services both domestically and
internationally.

NHS' POWERx division currently owns and operates one of the
nation's largest medical provider networks. Its 700,000+
providers include more than 70% of the nation's hospitals,
doctors and surgeons, about 90% of the nation's pharmacies, and
national networks of dentists, home nursing specialists, vision
care providers, hearing care, mental health professionals,
chiropractors, radiologists, clinical laboratories, medical
equipment providers, and other health care provider types.

"With MedSmart's financing and new technology, we expect that the
POWERx network will finally be able to reach its potential," said
Dr. Dennis Bowers, National's President. "Both National and
MedSmart should do very well as a result," he said.

The sale of POWERx to MedSmart has been approved by the Board of
Directors of both National and MedSmart, and also by the Federal
Bankruptcy Court, Eastern District of Pennsylvania. National
filed for Chapter 11 reorganization on July 1, 1999. The POWERx
asset sale is part of an overall reorganization of NHS planned
for later in the Fall.
  

ONSALE INC: Stockholder Meeting Date Set To Consider Merger
-----------------------------------------------------------
Onsale, Inc. and Egghead.com, Inc. announce that special
shareholders meetings to vote on the merger of the two companies
are scheduled for November 4, 1999.  The companies announced the
signing of a definitive merger agreement on July 14, 1999.

The meeting for Onsale shareholders will take place at the
company's headquarters in Menlo Park, California.  The meeting
for Egghead shareholders will take place at the Hilton Garden Inn
in Portland, Oregon.

The merger will be effected by exchanging .565 shares of Onsale
for each outstanding share of Egghead.com, resulting in current
Egghead.com shareholders owning approximately 47 percent of the
combined company.

Executives and directors of both companies have agreed to vote
their shares in favor of the proposed transaction. "One of
Egghead.com's largest shareholders, Vulcan Ventures, the
investment organization of Paul G. Allen, is supportive of this
transaction and has agreed to vote in favor of it," said George
Orban, Egghead.com's chairman and CEO.

The combined company, to be renamed Egghead.com, will be
headquartered in Menlo Park, California, with operations there
and in Vancouver, Washington.

Onsale is an Internet real-time retailer providing low prices and
personalized service through automation. Onsale atCost(TM) offers
computer equipment at wholesale prices directly to businesses and
consumers.  Onsale atAuction(TM) offers bargains on excess
merchandise and services through online auctions, such as
personal computers, consumer electronics, sports
and fitness equipment, and vacation packages.

Egghead.com is a leading online retailer of current version and
"off-price" personal computer hardware, software, peripherals and
accessories. In addition to computer-related products,
Egghead.com sells consumer electronics and other consumer and
business goods. Egghead operates virtual superstores for computer
hardware, software and off-price goods, and online
auctions at www.egghead.com.
                                        

PEOPLES CHOICE TV: Becomes Wholly Owned Subsidiary Of Sprint
------------------------------------------------------------
On September 28, 1999, MM Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Sprint Corporation,
a Kansas corporation, merged with and into People's Choice TV
Corp., a Delaware corporation, under an agreement and plan of
merger, dated April 12, 1999, between the contracting companies.

At a special meeting of stockholders held on July 7, 1999, the
company's stockholders approved the merger agreement.  As a
result of the merger, each outstanding share of common stock of
the company (other than shares owned by Peoples Choice TV, Sprint
and MM Acquisition Corporation or any of their subsidiaries, or
shares with respect to which the holders have perfected appraisal
rights under the Delaware General Corporation Law) was
converted into the right to receive $10.00 in cash, and the
company has become a wholly owned subsidiary of Sprint. Based on
the approximately 12.9 million outstanding shares of common stock
of Peoples Choice TV immediately prior to the merger, of which
Sprint held 4,804,231 shares through previous purchases made at
$10 per share, Sprint paid an aggregate amount of approximately
$81 million in the merger for the remaining shares of common
stock of the company.


PRECISION AUTO CARE: Announces Anticipated 4th Quarter Results
--------------------------------------------------------------
Precision Auto Care, Inc. announces that the company is in the
final stages of completing the audit for its fiscal year ended
June 30, 1999. The company expects that it will report losses
before taxes of approximately $5.1 million for the quarter ended
June 30, 1999 and losses before taxes of approximately $17.6
million for the fiscal year ended on that date.

These amounts compare with losses before taxes of $504,000 for
the quarter ended June 30, 1998 and income before taxes of $3.0
million for the fiscal year ended on that date. According to the
company its losses for the quarter ended June 30, 1999
principally reflect charges related to the refinement of
estimates related to accounts receivable, allowances for bad
debts and inventory. The company's annual results were also
adversely impacted by costs associated with abandoned
acquisitions, severance charges and cash constraints which
negatively impacted revenues for the company's
manufacturing and distribution operations.

Precision Auto Care Inc. also stated that it was evaluating the
book value of certain assets (principally goodwill) associated
with portions of the manufacturing and distribution operations
which the company may divest or discontinue in connection with
certain restructuring activities. It expects that this evaluation
could result in a substantial non-cash charge to the
company's earnings for the year ended June 30, 1999. Precision
has not yet quantified this amount and this charge will increase
the losses for the quarter and year ended June 30, 1999.

The company said that it continues to experience cash flow
difficulties and that these difficulties are adversely impacting
its operations. The current cash flow from operations is not
sufficient to enable the company to service current and past due
operating expenses and amortize its outstanding debt. Discussions
with its lenders for the purpose of seeking amendments and
modifications to the terms of the company's outstanding debt
are being held, including the terms applicable to approximately
$8.5 million in senior debt extended by the company's principal
lender. The company's senior debt will have matured on September
30, 1999 unless the company successfully negotiates an extension
of the September 30, 1999 maturity date. Precision will not be
able to repay its outstanding debt in a timely fashion if its
lenders do not agree to modifications acceptable to the company.

In light of its cash flow difficulties, the company is also
pursuing recapitalization and strategic partnership opportunities
which may include entering into joint venture arrangements with
respect to, or divesting all or a portion of, the company's
manufacturing and distribution operations. Precision expects that
any transactions it consummates in connection with
these restructuring activities will improve its cash flow. The
company intends to continue to focus on its core auto care
franchise and car wash operations while it pursues these other
transactions and opportunities.

Precision Auto Care, Inc. is the world's largest franchisor of
auto care centers, with 603 operating centers as of September 29,
1999. The company franchises and operates Precision Tune Auto
Care, Precision Auto Wash, and Precision Lube Express centers
around the world, and offers a vertically integrated organization
with manufacturing and distribution subsidiaries.


RAND ENERGY: Hearing On Motion To Sell Properties
-------------------------------------------------
A hearing on the motion o f the debtor, Rand Energy Company, will
be held on October 20, 1999 at 9:30 AM. The debtor and Fagadau
Energy Corporation have entered into a certain purchase and sale
agreement covering certain oil and gas properties in Texas and
New Mexico.  The debtor will receive aggregate cash consideration
of $475,000.


SANYO AUTOMOTIVE: Seeks Extension of Exclusivity
------------------------------------------------
The US Bankruptcy Court for the Eastern District of New York has
entered an order to show cause why an order should not be entered
extending the periods during which the debtor have the exclusive
right to file a plan of reorganization and to solicit acceptance
thereof.

The debtors seek an extension for 120 days.  During the initial
four months of the cases the debtors' paramount concern has been
maintaining access to financing and securing a new lender.  They
were not prepared nor did they have the time to focus on the
development of a comprehensive reorganization strategy.  They
will have an opportunity to operate with the levels of capital
they need to restore their businesses to long-term profitability.
The debtors state that they no doubt will require several months
to assess their operations and to implement any necessary
adjustments.


SILAS CREEK: Hearing on Confirmation of Plan
--------------------------------------------
The hearing to consider confirmation of the Second Amended Joint
Plan of Reorganization will be held before the Honorable Mary F.
Walrath, US Bankruptcy Court for the District of Delaware on
October 27, 1999 at 9:30 AM.

Classification and treatment of Claims Under the plan:

Class 1 - Priority Non-Tax Claims. Unimpaired. Approximate
$323,000.

Class 2 - Secured Claims. Unimpaired. The debtors estimate that
the allowed secured claims will be de minimis in amount.

Class 3 - General Unsecured Claims - Impaired. The debtors
estimate the amount of general unsecured claims is $20 million.

Class 4 - Interests in the debtors - On the Effective Date all
interests in the debtors and all related agreements shall be
canceled.  Conclusively deemed to have rejected the plan.          


TRANSAMERICAN ENERGY: November 9 Confirmation Hearing Set
---------------------------------------------------------
TransAmerican Energy Corporation, as previously reported, filed
its Second Amended Plan of Reorganization on September 29, 1999
and its First Amended Disclosure Statement filed on September 29,
1999.  A confirmation hearing set for November 9, 1999.  The Plan
is premised on collection of a $920 million secured note from
TransAmerican Refining Corporation to compromise and settle $1.13
billion of secured notes held by bondholders.  For the month
ending August 31, 1999, Transamerican Energy Corporation reports,
in an operating report delivered to the U.S. Bankruptcy Court for
the Southern District of Texas, Corpus Christi Division, $6.5
million in net income on no sales.  


VENCOR: Court Grants 45 Additional Days For Schedules
-----------------------------------------------------
The 129 Vencor debtors estimate they have tens of thousands of
creditors.  The process of identifying those entities and
determining the nature and amount owed to each creditor within 15
days of the Petition Date is impossible, the Debtors say.  

The Debtors tell Judge Walrath that they are diligently working
to assemble all of the data necessary to produce coherent
schedules of assets and liabilities and statements of financial
affairs.  Reasonably, the Debtors estimate that process can be
completed by November 12, 1999.

Accordingly, finding that the Debtors have demonstrated a need
for 45 additional days, Judge Walrath extended the deadline for
the Debtors to file their Schedules and Statements to November
12, 1999. (Vencor Bankruptcy News Issue 3; Bankruptcy Creditors'
Service Inc.)


VERTEX COMPUTER: Form 10-K Delayed by DataWorld Merger
------------------------------------------------------
Because of "a recent merger during this fiscal year," Nicholas T.
Hutzel, Controller for Dataworld Solutions, Inc., advises the
Securites and Exchange Commission that Vertex Computer Cable &
Products, Inc., will be unable to timely file its annual report.  


WSR CORP: Seeks Order Authorizing Bonus Program
-----------------------------------------------
The debtors, WSR Corporation and its debtor affiliates seek court
authorization of a reorganization bonus program for certain key
employees and an amendment to the employment contract of Alfred
Woods.

The Bonus Program provides payment of an incentive bonus to
Alfred Woods, president, Joe Catalano, Executive Vice President,
and Tom Noonan, Chief Restructuring Officer.

The bonus pool will be an amount equal to four percent of the
amount of value distributed to unsecured creditors in excess of
$2 million.  The pool will be allocated by Mr. Woods in his
discretion. The amendment to Mr. Wood's employment agreement
would provide him with a severance benefit equal to two years of
his base annual compensation.
                    
                   *********

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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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