TCR_Public/991012.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 12, 1999, Vol. 3, No. 197

ANKER COAL: Proceeds With Proposed Restructuring
BOSTON CHICKEN: Harry's Farmers Market Unable To Fund Settlement
CFI MORTGAGE: Avoidance Of Chapter 7 Dependent Upon Plans Success
CFI MORTGAGE: Letter of Intent to Acquire Interest in Inventek

CRIIMI MAE: Order Extends Time To File Disclosure Statement
FAVORITE BRANDS: Agrees To Sell Assets To Nabisco, Inc.
GULF STATES STEEL: Order Authorizes Retention of Arthur Andersen
HARNISCHFEGER: Committee To Work Toward Plan
HARNISCHFEGER: Files Third Quarter 10-Q

HECHINGER: Notice of Designated Lead Bidder
HECHINGER: Seeks Approval of an Extension of Exclusivity
HOME HEALTH: 13th Order Approving Use of Cash Collateral
IMAGYN MEDICAL: Seeks Order Approving Settlement Compromise
LAROCHE INDUSTRIES: Engages PricewaterhouseCoopers

LONDON FOG: Announces Closing of Over 100 Outlet Stores    
MARVEL ENTERPRISES: Dickstein Resigns As Director
NATIONSWAY: Denver Claims It's Owed Unpaid Taxes
ONSALE INC:, Inc. Activates Web Site
PARAGON TRADE: Equity Committee May Proceed Against Weyerhaeuser

PINNACLE BRANDS: Court Further Extends Exclusivity
RAM ENERGY: Possible Bankruptcy Candidate
SGL CARBON: Seeks To Extend Time To Assume or Reject Leases
STAFF BUILDERS: Sells Chelsea Computer Consultants, Inc.
QUEEN SAND: Deephaven & KA Investments Hold 26.6% Of Stock

VENCOR INC: Receives Final Court Approval Of DIP Financing
WESTERN DIGITAL: Retires Debentures By Issuing Common Stock
ZENITH ELECTRONICS: LGE Lashes Out at the Equity Security Holders

Meetings, Conferences and Seminars


ANKER COAL: Proceeds With Proposed Restructuring
Anker Coal Group, Inc. held a conference call on October 4, 1999,
with the noteholders previously identified by the company as
eligible to participate in the proposed restructuring of its 9-
3/4% Senior Notes due 2007. During the conference call, the
company reported that earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the eight-month
period ended August 31, 1999, exceeded EBITDA for the period as
forecasted in the projected summary financial statements which
the company had filed with the SEC on October 1, 1999. In
addition, the Company provided the following information to the
noteholders after the conference call:

     1.  The average annual tonnage subject to the company's
current long-term sales contracts for the periods set forth below
is as follows:

                              AVERAGE ANNUAL TONS
         ------          ------------------------------

     1 to 3 years                   5,377,000
     4 TO 8 years                   2,863,000
     9 to 15 years                  1,576,000

     2.  The projected mine life for each  of the company's deep
mines is as follows:

       COUNTY                     MINE           PROJECTED LIFE
       ------                     ----           --------------

   Upshur County, WV          Spruce #1 Mine         4.4 years
                              Spruce #2 Mine        11.0 years
                              Spruce #3 Mine         6.5 years
   Barbour County, WV         Sentinel Mine         15.0 years
   Harrison County, WV        Sycamore Creek Mine    7.0 years
   Garrett County, MD         Steyer Mine           10.0 years
   Raleigh County, WV         Baybeck Mine           2.0 years
   Grant County, WV           Stoney River Mine     13.0 years

The projected life indicated above for each deep mine is based on
estimates of reserves that have been proven and assigned to a
specific mine through the company's current drilling program.
Other reserves controlled for the mines have been indicated in
geologic studies, but require additional drilling before these
reserves can be classified as proven. The projected mine lives
are also based on current reserve control, current mining plans,
projected coal prices, projected annual production and other
factors, and are subject to risks and uncertainties, including,
but not limited to, variations in geological conditions and other
factors affecting mining conditions.

The Spruce #3 Mine referred to above is projected to be in
production in 2003. The Stoney River Mine is projected to resume
production in 2001.

BOSTON CHICKEN: Harry's Farmers Market Unable To Fund Settlement
Harry's Farmers Market, Inc. (Nasdaq: HARY) reported that
it has entered into an agreement to sell its distribution
facility to a company that purchases and manages distribution
facilities across the country.  As consideration for the
facility, Harry's will receive $ 5.3 million plus certain
equipment from the building. Part of the proceeds will be used to
repay approximately $ 2.75 million on a mortgage note payable,
which includes a prepayment penalty. As part of the agreement,
Harry's has agreed to lease back a portion of the facility.
Harry's will use the remaining approximately $ 2.3 million in
proceeds for working capital purposes. The sale is subject to an
inspection period that expires on October 22, 1999, during which
time the buyer may exercise its right to terminate the sale
agreement and its escrowed funds will be returned. Subsequent to
the end of such inspection period, the buyer has 20 business days
to close the transaction or forfeit the escrowed funds. There
can be no assurances the transaction will close on the terms or
timetable described herein.

In addition, Harry's announced today that it has been unable to
secure the funds necessary to consummate the previously reported
proposed settlement with Boston Chicken, Inc. within the
timeframe set out by the U.S. Bankruptcy Court. Harry's intends
to continue to pursue a settlement with Boston Chicken, Inc. and
any successor entity; however, any new transaction between the
parties would require further approval of the U.S. Bankruptcy
Court.  There can be no assurances that any such proposed
settlement will be consummated.  Harry's owns and operates
concept megastores and convenience stores specializing in
perishable food products fresh fruits and vegetables; fresh
meats, poultry and seafoods; fresh baked goods; freshly made
ready-to-eat, ready-to-heat and ready-to-cook prepared foods; and
deli, cheese and dairy products. Harry's stores also feature
lines of specialty, hard-to-find and gourmet nonperishable
food products that are complimentary to the fresh food offerings.
In addition, Harry's stores carry kitchen-oriented housewares,
floral items, natural health and beauty care items, and a full
line of wines and imported and domestic beers. Harry's bakery and
prepared foods departments are fully-integrated food
manufacturing operations. Harry's presently owns and operates
three megastores and five Harry's In A Hurry convenience stores
all in the in the Atlanta, Georgia metropolitan area.

CFI MORTGAGE: Avoidance Of Chapter 7 Dependent Upon Plans Success
On March 10, 1999, CFI Mortgage Inc. commenced a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the Southern District of Florida. On June 11,
1999, the bankruptcy court confirmed a plan of reorganization
through which CFI was discharged from any debt that arose before
the date of confirmation. As a result of the confirmation of the
plan, CFI is no longer threatened by any litigation,
claims, and assessments which may have existed as of
December 31, 1998.

The plan provides for an infusion of $800,000 by a lender which
is secured by CFI's assets. The lender has the option of
converting the loan to common stock of CFI at a rate to be
determined after the effective date of the plan.

Each general creditor is to receive one share of common stock for
each dollar of debt in the reorganized CFI.

The preferred stockholder of Series "A" and "B" convertible
preferred stock will receive 2 million shares of common stock in
exchange for the preferred stock in the reorganized CFI.

The company's subsidiary, Direct Mortgage Partners, Inc. was not
a party to the petition for relief under Chapter 11. Only debts
that were guaranteed by CFI and two other creditors will be
satisfied by issuance of common stock for each dollar of debt in
the reorganized CFI.  As of March 31, 1999 and December 31, 1998
liabilities of Direct Mortgage Partners that are not
guaranteed by CFI amounted to $1,539,341, respectively.

The company reported no revenue for the quarter ended March 31,
1999 but sustained net losses of $44,110.  In the same period of
1998 revenue reported was $5,961,070 with net income of $26,504.

The company's ability to return to normal operations is totally
dependent on the success of its voluntary plan of reorganization
and subsequent additional capital infusion. If this plan is not
successful or the additional capital is not forthcoming or is
insufficient, management intends to move the company into a
Chapter 7 bankruptcy liquidation.  Such conditions raise
substantial doubt about the company's ability to continue
as a going concern.  

CFI MORTGAGE: Letter of Intent to Acquire Interest in Inventek
CFI Mortgage, Inc. (OTC Bulletin Board: CFIM), a diversified
consumer finance company, announced it has executed a letter of
intent to acquire a majority interest in privately-held Inventek,
Inc. (doing business as Surfside Software Systems(TM)) of
Clearwater, FL.  The company is a leader in the development and
marketing of transportation software systems in the United
States and Canada.

Stephen Williams, CFI president and chief executive officer, said
"this strategic acquisition marks our entry into the technology-
based software solutions and cost containment industry and
positions CFI for accelerated growth in the new millennium."

Williams said the "diversification of CFI through acquisitions of
this nature will insure the company's future competitiveness in
the financial services industry," adding that he expects "the
licensing of software products with applications in the financial
services industry could provide a profit center for the company
in the near term."

The company, discharged from Chapter 11 bankruptcy March 10,
1999, also said it has brought current all of its filings with
the Securities & Exchange Commission, including its 1998 annual
report on Form 10K and its first and second quarterly reports for
the periods ended March 31 and June 30, 1999.

Williams said Surfside, an IBM Business Partner since 1996, has
been acclaimed by industry experts as one of the leading
producers of software product solutions.  Surfside began
operations in 1994 with the development of Transware(TM)
software, which maximizes client scheduling, cashiering,
accounting and insurance administration capabilities.  Surfside
also has developed a module that manages preventative
maintenance, inventory purchasing and cost analysis.

Surfside is presently developing nationwide distribution through
resellers and distributors and offers 24-hour, seven-days-a-week
support service.  As an IBM Business Partner, Surfside is
positioning itself to be an innovator in wireless technologies,
client-server architecture and electronic commerce (e-commerce).

Commodore Applied Technologies, Inc. announces new terms for its
merger agreement with Global Energy Investors, Inc.  Under the
terms of the revised definitive agreement, Global will become a
wholly owned subsidiary of Commodore with the issuance of a total
of twelve and one-half (12.5) million shares of Commodore common
stock to the shareholders of Global. Nine (9) million shares will
be issued upon closing with the remaining three and one-half
(3.5) million shares deposited into escrow and disbursed
if, between the closing and the second anniversary of the
closing, Commodore's stock will have traded at or above $3.00 for
twenty (20) consecutive trading days.

The merger is contingent upon the approval of the respective
boards of directors of Commodore and Global, completion of at
least a $5.0 million net financing by October 31, 1999, and
approval by the Commodore shareholders at the 1999 annual

Upon completion of the merger, Robert McFarlane, the former
National Security Advisor to President Ronald Reagan, and Robert
Traylor, a 40-year veteran in the nuclear industry and co-founder
and former CEO of Management Analysis Company, a leading nuclear
power consulting firm, principal officers and shareholders of
Global, will be nominated for election to the Commodore Board. If
elected, Mr. McFarlane will assume the position of
Chairman and Chief Executive Officer and Mr. Hannesson and Mr.
Traylor will be named Vice-Chairmen. Mr. Hannesson will remain
President of the company.  Immediately following Commodore's
acquisition of Global, the combined companies will focus their
attention primarily on the following:

Expansion of Commodore's existing businesses, including
Commodore Advanced Sciences, Inc., with approximately $80
million of contract backlog including the WIPP contract at
Carlsbad, NM and the application of Commodore's SET(TM)
Technology to the decontamination of radioactive mixed wastes and
the destruction of chemical weapons.

Expansion of Global's existing business for the development of
independent power generation projects which currently consists of
the development of more than 2,000 megawatts of power plant
projects in emerging foreign markets.

Acceleration of Global's plan for the acquisition of nuclear
power plants located in the United States.

Acceleration of Commodore's plan for the treatment of nuclear

As Mr. McFarlane previously stated: "This merger brings together
two solid companies whose sum will be far greater than their
individual parts. The synergy between us is very strong."

CRIIMI MAE: Order Extends Time To File Disclosure Statement
The US Bankruptcy Court for the District of Maryland entered an
order extending the time for the debtors to file a Disclosure
Statement to October 15, 1999.

FAVORITE BRANDS: Agrees To Sell Assets To Nabisco, Inc.
On September 28, 1999, Favorite Brands International, Inc., its
subsidiaries Sather Trucking Corp. and Trolli Inc. and its parent
Favorite Brands International Holding Corp., signed an agreement
to sell substantially all of their assets to Nabisco, Inc. and
its affiliates for $475 million in cash. The sale is subject to
approval by the U.S. Bankruptcy Court and to regulatory approval
and other customary conditions. There can be no assurance that
these conditions will be satisfied or that the sale will be

GULF STATES STEEL: Order Authorizes Retention of Arthur Andersen
The US Bankruptcy Court for the Northern District of Alabama
Eastern Division entered an order authorizing the retention of
Arthur Andersen LLP as accountants to the debtor, nunc pro tunc
to September 3, 1999.

HARNISCHFEGER: Committee To Work Toward Plan
The Official Committee of Unsecured Creditors tells Judge Walsh
that, in reliance on the Debtors' representations that they and
their advisors will work diligently toward the development of one
or more plans of reorganization and will file such plan or plans
of reorganization on or before the February 7, 2000, it has no
objection to the request for an extension of the exclusive

The Committee, however, expressly reserves its right to object to
any further extension of the Exclusivity Periods.  Moreover, in
the event that the Debtors and their advisors do not make
adequate progress toward the proposal of one or more plans of
reorganization prior to February 7, 2000, and the Committee
reserves its right to petition the Court pursuant to 11
U.S.C. Sec. 1121(d) to reduce or terminate the Exclusivity

While the number of Debtor entities and affiliates combined with
the aggregate of over $2 billion in non-insider prepetition debts
no doubt properly classifies these chapter 11 cases as large, the
Committee suggests, the cases may not all be unusually complex.  
Organizationally, the Debtors appear to be a portfolio of three
lines of businesses owned by a common parent holding company.  
While there appears to be certain operating relationships within
each of the Harnco, Joy and Beloit businesses that are
coordinated with their debtor and non-debtor affiliates on a
world-wide basis, there seems to be little, if any,
overlap in personnel, manufacturing or other operations between
the three businesses.  This apparent operational independence
should simplify the analysis of the chapter 11 strategy of each
of these companies.  Similarly, the Committee says, the capital
structure of the HHI portfolio of companies does not appear
unusually complex with most of the institutional debt held at the
parent level.  Based on the information available to the
Committee at this time, therefore, the Committee believes
that the organization and capital structure of the three
portfolio companies may be sufficiently straightforward to
facilitate the prompt development of a plan of reorganization for
HII or separate plans for each of the major business

The Committee, in short, recognizes that Beloit is the Debtors'
problem.  In the latest quarter, the Mining Businesses reported
an operating loss of $88 million while Beloit lost $464 million.  
These results tend to indicate that while Harnco and Joy may be
responding to the challenges in their industries, Beloit is not.  
It is also clear that whatever the effect of the industry-wide
conditions have been on Beloit, the effects have been magnified
by poor judgment in the past.  Beloit's experience
with the paper-making venture in Fitchburg Massachusetts, the
cost overruns in several engineering, procurement and
construction contracts, and the sale of expensive machinery to
non-creditworthy customers are a few of the many examples where
Beloit's financial condition has been worsened by factors not
related to exogenous industry-wide trends. 13. The Debtors must
quickly resolve the tension between attempting to use enterprise
values of Harnco and Joy to subsidize a potential turnaround of
Beloit's operations, versus the very real risk that a turnaround
will remain illusive and the subsidy will prove unrecoverable.  

"The Committee will not stand by and watch asset values at Joy
and Hamco fund endless losses at Beloit," the Committee tells
Judge Walsh.  The Committee firmly believes that the next four
months should be sufficient for the Debtors to develop and file
one or more plans of reorganization.  "Not only should the four-
month period be sufficient, but it must be sufficient.  
Continuing cash losses at Beloit of the magnitude realized in
recent months would constitute, in the Committee's view, grounds
for, among other things, shortening, or even terminating, the
Exclusivity Periods."  
                     *   *   *
In light of the Committee's comments, delivered to the Court at
the last minute, Judge Walsh directed that the Court would
entertain the Debtors' Motion at the next omnibus hearing on
October 28, 1999. (Harnischfeger Bankruptcy News Issue 12;
Bankruptcy Creditor's Service Inc.)

HARNISCHFEGER: Files Third Quarter 10-Q
Harnischfeger filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q, for the quarter ending July
31, 1999.  A full-text copy of the filing is available at no
charge via the Internet at

HECHINGER: Notice of Designated Lead Bidder
Hechinger Investment Company of Delaware Inc., et al. designate
KIMCO Realty Corporation as a designate Lead Bidder and KIMCO's
bid a designated lead bid with respect to certain properties.  
The aggregate purchase price is $50 Million. Overbids shall be at
least 110% of the purchase price and a Break-Up Fee of 3% of the
purchase price is provided in the proposed Asset Purchase
Agreement. There are approximately 29 properties covered by the
agreement, and 27 leases, with locations in Houston, TX, Spring,
TX, Crestwood, MO, Indianapolis, IN, Clearwater FL, Kalamazoo,
MI, Wichita, KS, Hamburg, NY, Chippewa Twp., PA, Racine, WI,
Westminster, CO, Niagra Falls, NY, and Milwaukee, WI,
Turnersville, NJ, Glendale, CO, Flint MI, Wichita KS, West Allis,
WI, Milwaukee, WI, Grand Rapids, MI, Lancaster PA, West Mifflin,
PA, Fort Collins, CO, Austin TX, Denver CO, Carnegie, PA and
Dundalk, MD.

HECHINGER: Seeks Approval of an Extension of Exclusivity
The debtors, Hechinger Investment Company of Delaware, Inc., et
al. request that the court approve an extension of the exclusive
periods during which the debtors may file a plan of
reorganization and solicit acceptances thereto.

The debtors are currently conducting numerous asset sales.  The
debtors have only begun to conduct an auction for the fee and
leased properties relating to the initial 89 store closings.  The
are soliciting bids from third parties with interest in
purchasing their leasehold interests and fee owned properties and
are rejecting unexpired leases where appropriate.

The plan negotiation process among the constituents has not
begun, and an extension of time to determine the value of the
estates is required before a plan can be negotiated and filed.  
Consequently the debtors are requesting an extension of the
debtors' exclusive filing period and exclusive solicitation
period to and including January 11, 2000 and March 9, 2000,

HOME HEALTH: 13th Order Approving Use of Cash Collateral
The US Bankruptcy Court for the District o of Delaware entered an
order on October 4, 1999 granting the debtors, Home Health
Corporation of America, Inc., et al. the right to use cash
collateral to pay those items delineated in the budget.  The
debtors may exceed items for the salary wages and benefits by 5%
and may deviate from any other budgeted line items by any amount,
so long as they do not exceed the total amount budgeted for

IMAGYN MEDICAL: Seeks Order Approving Settlement Compromise
The debtors, Imagyn Medical Technologies, Inc., et al. seek an
order approving a settlement compromising and dismissing class
action and derivative action. A hearing to consider approval of
the motion will take place on October 18, 1999 at 2:30 PM.

Imagyn Medical Technologies Inc., et al. request that the court
authorized the debtors to enter into a global settlement in
connection with three related pre-petition actions:  a
consolidated securities class action a shareholder derivative
action and  an arbitration respecting insurance coverage for
claims asserted in the class action and derivative action.  The
global settlement provides for the settlement of the Class Action
for the sum of $5.75 million, which sum will be paid into a
settlement fund for class members by National Union Fire
Insurance Company of Pittsburgh Pa. on the defendants' behalf,
and which payment is effectively conditioned upon he dismissal of
the both the Class Action and the Derivative Action.

LAROCHE INDUSTRIES: Engages PricewaterhouseCoopers
On October 4, 1999, LaRoche Industries Inc., a Delaware
corporation, engaged the services of PricewaterhouseCoopers to
review the company's capital structure and business strategy and
to develop recommendations for strengthening the company's
competitive and financial position in light of both the current
market conditions and projected cash requirement matters
reported by the company.

LONDON FOG: Announces Closing of Over 100 Outlet Stores    
A joint venture composed of Hilco/Great American Group and
Schottenstein Bernstein Capital Group LLC was appointed by the
U.S.Bankruptcy Court in Delaware as the agent to dispose of over
$100 million of inventory in 108 London Fog outlet stores. Store
closing sales will commence at once under the direction of the
Hilco/Great American Group and Schottenstein Bernstein Capital
Group LLC. Hilco/Great American Group executive vice president,
Harvey M. Yellen stated, `The joint venture partners are very
pleased to have been selected by London Fog to assist
them with their restructuring. Our joint venture comprises the
foremost specialists in retail liquidation. The joint venture has
paid top dollar to London Fog and we look forward to providing
excellent value to consumers in the store closing sales.`      
Hilco/Great American Group and Schottenstein Bernstein Capital
Group LLC are leading retail consulting, business evaluation and
asset disposition firms. These joint venture partners offer
quick, flexible and creative solutions to retailers of all sizes
throughout North America.

MARVEL ENTERPRISES: Dickstein Resigns As Director
The following entities either own or have divested themselves of
the common stock of Marvel Enterprises Inc.: Dickstein & Co.,
L.P., 3,526,600 shares, exercising sole voting and dispositive
power, representing 9.8% of the outstanding shares of common
stock; Dickstein International Limited, 434,502 shares, with sole
voting and dispositive power representing 1.3% of the outstanding
shares; Dickstein Partners, L.P., 3,526,600 shares, sharing
voting and dispositive power over the 9.8% represented by its
holdings; Dickstein Partners Inc., 3,961,102 shares with shared
voting and dispositive power on the 10.9% of outstanding shares
of the company, Mark Dickstein, 16,667 shares with sole voting
and dispositive power, and 3,961,102 shares with shared voting
and dispositive power represented by his 10.9% holdings; and
Elyssa Dickstein with sole voting and dispositive power on her
157,450 or 0.5% share of the company.

Dickstein Focus Fund L.P., Elyssa Dickstein, Jeffrey Schwarz, and
Alan Cooper as Trustees U/T/A/D 12/27/88, Mark Dickstein,
Grantor, and Mark Dickstein and Elyssa Dickstein, as Trustees of
the Mark and Elyssa Dickstein Foundation no longer have shares in
the company.

On October 4, 1999, Mark Dickstein resigned as a director of
Marvel Enterprises Inc.  Under the terms of the stockholders'
agreement, Mr. Dickstein designated Mr. Chaim Y. Edelstein as a
successor nominee to serve as the "Dickstein Designee" on the
company's Board of Directors.

Together the reported persons beneficially own an aggregate of
4,135,219 shares of common stock, representing approximately
11.3% of the common stock outstanding.

NATIONSWAY: Denver Claims It's Owed Unpaid Taxes
The Denver Post reports on October 6, 1999 that Denver officials
claim the bankruptcy estate of NationsWay Transport Service Inc.
owes the city $294,750 in unpaid taxes and that the
defunct trucking company has agreed to set aside proceeds from a
recent sale of equipment at NationsWay's Denver headquarters
until the city's claim is resolved.

According to Denver Assistant City Attorney Eugene Kottenstette,
NationsWay has agreed to "segregate" money received from the
Sept. 27 auction of office equipment and to maintain at least
$800,000 in one of its bank accounts.

Those funds would be used to pay Denver should the city prevail
in its case against NationsWay. The trucking operation is
controlled by Jerry McMorris, one of the owners of the Colorado

Denver officials had assessed the value of furniture and
equipment at NationsWay's Denver offices at $868,000.

On Tuesday, a hearing before a U.S. Bankruptcy Court judge in
Phoenix was to consider Denver's tax claims and NationsWay's
response, but the court extended the date for taking up Denver's
concerns, Kottenstette said.

There also have been out-of-court talks between Denver officials
and representatives of NationsWay's estate about settling the

The city claims NationsWay owes business and occupational taxes,
personal property taxes and use taxes.

On May 20, NationsWay and its affiliates filed for Chapter 11
protection in the Phoenix court.

In subsequent court filings, the companies filed documents with
the bankruptcy court listing total assets of $104 million and
liabilities of $103 million.

At that time, NationsWay's lawyers cautioned that the asset value
was based on accountants' assessment of the book value of assets
and it did not necessarily reflect the proceeds NationsWay would
get from the sale of assets.

ONSALE INC:, Inc. Activates Web Site
------------------------------------------------, Inc. intends to activate a web site related to the
proposed merger of Egghead with Onsale, Inc. The web site should
be in place at this reporting as Egghead intended to release the
web site to its shareholders beginning on or after October 4,

A description of the web site follows:  A blue banner spans the
top and left border of each page.  The upper left corner contains
the text: " merger news." The upper right corner
contains the text: "Merger with Onsale, Inc." The left border of
the page contains several buttons which link directly to portions
of Egghead's proxy statement. The bottom of each page contains
navigational links to the previous and next pages, as applicable,
and to the top of that page.

The home page of the web site contains a copy of the letter from
George Orban, the Chief Executive Officer of Egghead, to
Egghead's shareholders that was previously mailed to Egghead's
shareholders together with Egghead's proxy statement related to
the merger.

The second page of the web site contains a copy of the notice of
special meeting of shareholders from Brian Bender, the Chief
Financial Officer of Egghead, to Egghead's shareholders that was
previously mailed to Egghead's shareholders together with
Egghead's proxy statement related to the merger.

The remaining pages of the web site contain the body of the proxy
statement that was previously first mailed to Egghead's
shareholders on September 24, 1999.  Each line item in the table
of contents contains a hyper-link to the corresponding section of
the proxy statement. Certain page references and defined terms
within the document also contain hyper-links to the
corresponding pages or definitions.

PARAGON TRADE: Equity Committee May Proceed Against Weyerhaeuser
On October 1, 1999, the US Bankruptcy Court for the northern
District of Georgia, Atlanta division, entered an order allowing
the Official Committee of Equity Security Holders to prosecute
claims against Weyerhaeuser Company in the name of the estate.  
The claims arise from or relate to the transactions by which
Paragon was formed and purchased assets from Weyerhaeuser,
including , but not limited to, claims for indemnity or breach of
representations or warranties under a certain Asset Transfer
Agreement or Intellectual Property Agreement, claims for
contribution, indemnity, or breach of fiduciary duty arising from
or relating to the transaction; any other claims or theory
arising from or relating to the transaction; and objections and
counterclaims to the claims filed by Weyerhaeuser in its proof of
claim in this proceeding.

PINNACLE BRANDS: Court Further Extends Exclusivity
The US Bankruptcy Court for the District of Delaware entered an
order extending for approximately 60 days the periods during
which only the debtors may file a plan and solicit acceptances
thereof.  Each of the debtors shall have the exclusive right to
file a plan to and including November 1, 1999; and if the debtors
file a plan on or before November 1, 1999, the time period within
which each of the debtors shall have the exclusive right to
solicit acceptances for their plan is extended to and including
January 3, 2000.

RAM ENERGY: Possible Bankruptcy Candidate
Mergers and Acquisitions Report reported on October 11, 1999 that
some analysts believe that RAM Energy, Inc. may be the next small
oil company to file the bankruptcy, while others said the company
may be able to restructure itself without declaring Chapter 11.

The article states that, "RAM faces a legitimate possibility of
bankruptcy," according to Chase Manhattan Corp. high yield
analyst Tom Parker. The company will at least need to restructure
at some point, he said, noting that RAM is carrying too much debt
relative to its cash flow.

RAM's $108 million in 11.5% senior unsecured notes have seen a
fairly steady trajectory downward, Parker said. The bonds opened
1999 at 65, fell to 52 by the end of June, and are currently
trading at 43, he said. He declined to speculate on how low the
bonds might drop. RAM bought back $7 million worth of bonds last

RAM's lenders, Den Norske Bank and Union Bank of California, have
reduced the company's credit facility from $50 million to $25
million, and have accelerated the maturity date. RAM has not
missed any coupons yet, but if it cannot fund capital
expenditures it may end up in Chapter  11 according to an
anonymous source for the article.

Tulsa, Okla.-based RAM is engaged in the exploration and
production of oil and gas in Oklahoma, Texas and New Mexico. RAM
lost $3 million for the second quarter on revenue of $7.8
million, compared to a year-earlier loss of $2.4 million on
revenue of $8.2 million.

RAM CFO John Longmire said, however, that the company would not
receive an increase above $25 million for its credit facility
even if the reserve report shows much higher numbers. Ram's
agreement with its lenders doesn't allow for a deeper credit
base, he said. The lenders also accelerated the maturity date of
the revolver, originally scheduled for 2003, to June 2000.

That called for RAM to pay $10 million by Sept. 30, although it
recently got an extension until the end of the year, and then $5
million per quarter until next June, he said. The company had to
concede certain requirements to Den Norske, which is getting out
of providing finance for small, independent energy companies, he
said. RAM will be able to make the payments, he predicted.

Any of RAM's assets are for sale at the right price, Longmire
said, although he declined to name a takeout price. The company
has received no expressions of interest of which he's aware, he

RAM's best bet is to stay afloat as long as it can, Parker said.
Oil and gas prices will continue to rise, so the longer RAM stays
away from bankruptcy court, the more favorable a deal it can
strike with its creditors when the time comes, he said.

SGL CARBON: Seeks To Extend Time To Assume or Reject Leases
The debtor, SGL Carbon Corporation, seeks an order further
extending the time within which the debtor shall assume or reject
unexpired leases of non-residential real property.

The debtor seeks an extension for 120 days, to and including
February 14, 2000 the time in which it must move to assume or
reject its unexpired leases of nonresidential real property.  The
debtor is lessee or sublessee with respect to approximately 15
unexpired leases of nonresidential real property.  Because of the
complexity of the ongoing reorganization process, the debtor has
not had a sufficient opportunity to determine the value of each
lease in light of future business plans.  The debtor has already
filed a reorganization plan.  

The debtor is engaged in the business of manufacturing, marketing
and distributing certain carbon and graphite products.

STAFF BUILDERS: Sells Chelsea Computer Consultants, Inc.
Staff Builders, Inc., one of the nation's largest home health
care and staffing providers, has sold its entire interest in a
majority-owned subsidiary, Chelsea Computer Consultants, Inc. to
a subsidiary of MSX International of Auburn Hills, Michigan for
$17.5 million, subject to a post-closing net asset book value
adjustment. Of the purchase price, $14.5 million was paid in cash
and $3 million was held back (pending completion of the spin-off
of Staff Builders' home health care division), $500,000 of which
was assigned to a former principal of Chelsea.

Staff Builders also announced that the company is moving forward
with the proposed spin-off of the home health care division,
working actively toward completion.

"We are pleased to have completed the sale of our ownership of
Chelsea Computer Consultants," said Stephen Savitsky, Staff
Builders Chief Executive Officer.  "We are now focused on
completing the proposed spin-off of our home health division as
expeditiously as possible."

Staff Builders, Inc. is an international provider of home health
care services with over 107 locations in 25 states and the
District of Columbia, as well as master franchises in Japan,
Spain and Brazil. Staff Builders also provides supplemental
staffing personnel under contractual arrangements to hospitals,
nursing homes, clinics and other health care
facilities with 56 locations in 27 states.

QUEEN SAND: Deephaven & KA Investments Hold 26.6% Of Stock
26.6% of the outstanding shares of common stock of Queen Sand
Resources Inc. is owned by Deephaven Market Neutral Master Fund
LP, Deephaven Private Placement Trading Ltd. and KA Investments
LDC.  The former two companies are British Virgin Island
organizations while the latter is of Cayman Island registration.  
Sole voting  & dispositive power is held by each and
represented in the 11,832,879 shares owned.  This amount includes
371,428 shares of common stock held by KA Investments LDC.,
11,461,442 shares of common stock issuable upon assumed exercise
on September 30, 1999 of repricing rights held by KA Investments
LDC entitling the acquisition of repricing shares (however, the
actual number of shares of common stock issuable as repricing
shares will fluctuate with the price of the common

VENCOR INC: Receives Final Court Approval Of DIP Financing
Vencor, Inc. has received final approval from the United States
Bankruptcy Court for the District of Delaware on the company's
$100 million debtor-in-possession 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,

The company is a long-term healthcare provider operating nursing
centers, hospitals, and contract ancillary services in 46 states.

WESTERN DIGITAL: Retires Debentures By Issuing Common Stock
On September 30, 1999, Western Digital Corporation closed a
transaction retiring in the aggregate $100 million principal
amount of its Zero Coupon Convertible Subordinated Debentures due
2018 in exchange for shares of its common stock. As a result of
this transaction and previous transactions, the company has
retired debentures in the aggregate principal amount of
$307.1 million and issued in exchange 10,121,355 shares of common
stock. The total number of shares of common stock outstanding as
of September 30, 1999, following these transactions, was

ZENITH ELECTRONICS: LGE Lashes Out at the Equity Security Holders
LGE Electronics, Inc. (LGE) submitted a statement to "underscore
the complete lack of evidence for the accusations of wrongdoing
by LGE that have been made by the Official Committee of Equity
Security Holders and its individual member Nordhoff Investments,

LGE  asserts that the Equity objectors have no evidence that LGE
imposed a plan of reorganization on Zenith.  "The Equity
objectors have failed to provide even a shred of evidence to
support their conspiracy theory."

According to LGE, the Equity Objectors also have no factual basis
for their repeated allegation that the plan of reorganization was
imposed by LGE through the exercise of its majority control and
without the meaningful participation of others.  The evidence,
according to LGE show that the plan was the product of a fair and
open process of negotiation among multiple constituencies,
including LGE, Zenith management, the Special Committee, the
Citicorp lenders, and the ad hoc committee of debenture holders.  
After LGE made its initial proposal, the Special Committee
obtained significant concessions from LGE including an increase
from $26 million to $40 million of the face amount of the new
debentures to be issued to the bondholders, and the elimination
of a "no shop" provision from the proposed restructuring
agreement.  The Bondholders Committee, after an investigation of
its own, agreed to accept the plan after LGE made further
concessions, which raised the amount of the new debentures to $50
million.  LGE continues that the Equity Objectors have no
evidence of their allegations that LGE interfered in efforts to
pursue a sale or transaction with a third party. LGE also states
that there is no evidence for the disallowance, equitable
subordination or "recharacterization" of LGE's claims.

LGE concludes that Zenith's prepackaged plan was not devised
under LGE's exclusive direction and for LGE's sole benefit.  LGE
states that the record demonstrates that it evolved through
negotiations with multiple constituencies and as a result of
concessions by LGE, providing significant value to Zenith's
general unsecured creditors and subordinated debenture holders -
all of whose claims would be wiped out if LGE walked away and
Zenith were liquidated.

Meetings, Conferences and Seminars
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.  
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
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of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  

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