TCR_Public/991013.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 13, 1999, Vol. 3, No. 198

ADVANCED GAMING: Plan Authorizes Issue of 25 Million Shares
AMERICAN MOBILE SATELLITE: Initial Public Offering At $12/Share
ANGEION: To Acquire Medical Graphics Corporation
CENTRAL EUROPEAN: 18.81% Of Common Stock Acquired
COLT'S MANUFACTURING: Getting Out of Consumer Handgun Business  

EAGLE GEOPHYSICAL: Reports Bankruptcy Filing to SEC
EATON'S: Unveils Creditors' Plan  
FACTORY CARD: Seeks To Fix Bar Date
FIRSTPLUS FINANCIAL: Ernst & Young Resigns As Accountant
GULF STATES STEEL: Creditor Seeks Conversion To Chapter 7

GULF STATES STEEL: Order Authorizes Retention of Lazard Freres
HARNISCHFEGER: Key Employee Retention & Severance Program
HOUSING RETAILER: Associates Housing Finance Seeks Payment
JITNEY-JUNGLE: Case Summary & 20 Largest Unsecured Creditors
JITNEY-JUNGLE: Files Voluntary Petition in Bankruptcy

NATIONAL RESTAURANTS: Meeting of Creditors
NATIONSWAY TRANSPORT: Proposes to Pay Past-due Wages  
NEUROMEDICAL SYSTEMS: Objects To $7 Million Claim By Netmed
ORANGE COUNTY: Considers Buying Back $329 Million in Debt  
ORBIT INTERNATIONAL: Shareholders Approve Reverse Stock Split

PARAGON TRADE: $420 Million Lawsuit vs. Weyerhaeuser
PARAGON TRADE: Trio Seeks Removal/Replacement Of Board
PLANET HOLLYWOOD: Case Summary & 20 Largest Unsecured Creditors
PLANET HOLLYWOOD: Closes 9 Sites Including in Santa Ana
SERVICE MERCHANDISE: Increases Borrowing Availability

SIRENA APPAREL: Notice of Bar Date
STUART ENTERTAINMENT: Order Approves Employee Retention Agreement
STUART ENTERTAINMENT: Court OK's Employ of Wasserstein Perella
TELETRAC INC: Seeks Approval of Stipulation With Norwest Bank
TRANSTEXAS GAS: Court Approves of Disclosure Statement

TRANSTEXAS: Summary of Plans
TREESOURCE INDUSTRIES: Signs Financing Package
VENCOR: Motion To Establish Key Employee Retention Program
WORLDWIDE DIRECT: Committee Taps Special Insurance Counsel
ZENITH ELECTRONICS: Final Order Grants Post-Petition Financing


ADVANCED GAMING: Plan Authorizes Issue of 25 Million Shares
Advanced Gaming Technology, Inc. announces that the company's
plan of reorganization was confirmed on June 29, 1999 by the U.
S. Bankruptcy Court in the District of Las Vegas.  The company
anticipated that the effective date of the plan would be July 29,
1999.  The company had filed for reorganization under Chapter 11
of the U S Bankruptcy Code on August 26, 1998.

The plan authorizes the company to issue 25 million shares of new
common stock.  Approximately 18 million of the new shares will be
issued on the effective date. A  "disputed  claims reserve" of  
approximately 7 million shares will be established to allow for
disputed claims that might subsequently be approved by Final
order of the Court.

Unsecured creditors holding allowed claims will be issued 1.88
shares of new common stock for each $1 of allowed claim.  Based
on current estimates the company expects shareholders of record
on July 29, 1999 to receive 1 share of new common stock in
exchange for each 66 shares currently owned.  Approximately 115
million shares of the company's common stock are outstanding at
this time. The new common stock will continue to trade
under the symbol "AGTI" on the OTC Bulletin Board.

AMERICAN MOBILE SATELLITE: Initial Public Offering At $12/Share
American Mobile Satellite Radio Holdings Inc. commenced its
initial public offering of 10,000,000 shares of common stock at
$12 per share.  A subsidiary of Englewood, CO-based Liberty Media
Corporation agreed to acquire one million shares of this
offering.  American Mobile granted its underwriters an over-
allotment option to purchase up to an additional 1,500,000 shares
of common stock if necessary.  The shares were being sold by the
company through  its underwriters Bear, Stearns & Co. Inc.;
Donaldson, Lufkin & Jenrette; Deutsche Banc Alex. Brown; and
Merrill Lynch & Co. The shares, offered on NASDAQ, were expected
to close on Friday, October 8, 1999.

American Mobile Satellite Radio plans to transmit up to 100
national audio channels of music, news, talk, sports and
children's  programming from two satellites  directly to vehicle,
home and portable radios for a monthly subscription price of

ANGEION: To Acquire Medical Graphics Corporation
Angeion Corporation and Medical Graphics Corporation have entered
into a merger agreement under which Angeion will acquire all of
the outstanding shares of Medical Graphics for $2.15 per share,
for a total of approximately $16.3 million. After the merger,
Medical Graphics will become a wholly-owned subsidiary of Angeion
and will continue to operate its current business and utilize its
infrastructure, technology and customer base as a platform from
which to implement growth strategies in the cardiopulmonary
market. Richard E. Jahnke, Medical Graphics President and
Chief Executive Officer, will become President and CEO of Angeion
Corporation. James B. Hickey, Jr., President and CEO of Angeion
since July 1998, will continue to serve as a director on
Angeion's Board of Directors after the merger.

The boards of directors of both companies have approved the
transaction, which is subject to customary conditions including
approval by Medical Graphics shareholders. The companies
anticipate the transaction to be completed before the end of

"Angeion's merger with Medical Graphics is an important first
step in our strategy to build shareholder value," said Mr.
Hickey. "During the past two years, Medical Graphics has
successfully completed its turnaround process and is now a
profitable, solid franchise from which to build broader
capabilities. Revenues are increasing, margins have significantly
improved, and profits continue to grow. This transaction is an
excellent use of our resources to drive additional growth through
internal development and acquisitions. Medical Graphics met our
acquisition criteria and has a strong, effective management
team," he added.

Mark Sheffert, Chairman of the Board of Medical Graphics, said,
"Medical Graphics has been considering strategic options for some
time, and this transaction met the criteria established by our
board for a merger partner. This merger offers our shareholders a
premium to our stock's current price and presents a fair value.
It also provides Medical Graphics' management team and employees
with resources necessary to build a stronger cardiorespiratory
company with broader information technology applications. The
merger also allows Medical Graphics to remain a Minnesota-based
company with no anticipated layoffs of employees."

Richard E. Jahnke has served as President and Chief Executive
Officer of Medical Graphics since August 1998. Prior to joining
Medical Graphics, he served for five years as President and Chief
Operating Officer at CNS, Inc., which develops and markets
consumer health care products.

Founded in 1977, Medical Graphics is a leader in developing,
manufacturing and marketing systems for the diagnosis and
management of heart and lung disease. Based in St. Paul,
Minnesota, the company has 120 employees, including direct sales
and service representatives across the country, and has a
distribution system to market its products internationally.
Medical Graphics recorded $20 million in revenues for the year
ended December 31, 1998.

Angeion Corporation was founded in 1986 and began to develop
implantable cardioverter defibrillators (ICDs) in 1991. The
company has been exploring strategic alternatives to provide
greater shareholder value since December 1998. This past April,
Angeion began to implement a major restructuring plan to refocus
its business, conserve cash and significantly reduce operating
expenses. At the end of June 1999, Angeion had cash reserves of
approximately $29 million and recently reported an additional $9
million in cash to be received after approval of its recently
announced licensing agreement with Medtronic, Inc.

CENTRAL EUROPEAN: 18.81% Of Common Stock Acquired
3,481,818 shares of common stock of Central European Media
Enterprises has been acquired by Dr. Andrei V. Tsimailo,
Elemental Limited, Media Most B.V., Media Most Limited, and Zao
Media Most.  The parties share voting and dispositive power
equally.  The shares represent 18.81% of the outstanding
shares of common stock of the company.  Vladimir A. Goussinsky
beneficially owns the same number of shares but holds sole voting
and dispositive power over the shares noted.

Approximately $549,792 was expended to purchase the securities
reported. The amount expended was provided by New Television  
Technologies Limited, a Gibraltar company and a wholly owned
subsidiary  of Media Most Ltd., in the form of an interest-free
inter-company loan payable on demand. The securities listed were
said to be acquired for the purposes of investment.  In  
addition, the parties may seek to enter into discussions with
Central European Media Enterprises about  potential areas
of mutually beneficial business cooperation.

COLT'S MANUFACTURING: Getting Out of Consumer Handgun Business  
Colt's Manufacturing Co., one of the most famous gunmakers in the
United States, announced yesterday that is eliminating some of
its unprofitable handgun product lines, but said it is not
exiting the consumer handgun business because of pending
litigation against the industry. In a news release, the West
Hartford, Conn., company "strongly refuted media reports that it
is exiting the total handgun portion of its business." Newsweek
had reported that by the end of the month, the company would
virtually withdraw from the consumer handgun business, lay off
300 of the 700 workers at its Hartford, Conn. area plant and
focus on manufacturing military and collectible guns in part to
reduce liability related to lawsuits filed across the country
against gun manufacturers for their role in increasing violence
in the country. Colt's filed for chapter 11 protection in 1992
and emerged from bankruptcy in 1994 when a group of new investors
purchased the company.(ABI 12-Oct-99)

EAGLE GEOPHYSICAL: Reports Bankruptcy Filing to SEC
On September 29, 1999, Eagle Geophysical, Inc. announced that the
company and its U.S. subsidiaries filed a voluntary petition in
federal court in Wilmington, Delaware under Chapter 11 of the
U.S. Bankruptcy Code. The company cited substantially reduced
demand for its services due to lower oil company spending on
seismic data and burdensome interest costs from the
company's debt load as the primary factors for the filing.

The filing in federal court in Delaware will allow the company to
continue its operations under the protection of the bankruptcy
court while it finalizes discussions with its senior note holders
and other major creditors on a restructuring plan.

To provide liquidity through the reorganization process,
including payment of suppliers and trade creditors, Eagle
Geophysical has secured a commitment for up to $15 million of
debtor-in-possession financing from Wells Fargo Business Credit,
a current Eagle Geophysical lender, subject to bankruptcy court

On Friday, September 24, 1999, Eagle Geophysical's wholly-owned
English subsidiary, Horizon Exploration Ltd., filed
administration proceedings in London, England. Horizon
Exploration conducts the company's offshore seismic operations.
Horizon Exploration plans to continue its offshore
seismic data acquisition operations during this administration
under the management of a third-party administrator, who is a
licensed insolvency practitioner. The administration imposes a
moratorium on creditor claims against Horizon Exploration while
the administrator works towards a voluntary arrangement with
creditors under English insolvency law.

Eagle Geophysical has been aggressively pursuing a financial
restructuring to address its liquidity problems and recapitalize
its balance sheet since it retained CIBC World Markets as its
financial advisor in May, 1999. The company has been conducting
substantive discussions since mid-August 1999 with a committee of
holders representing a majority of its outstanding $100,000,000
Senior Notes due 2008. However, continuing liquidity problems and
the expiration of the 60 day grace period for the July 15, 1999
interest payment on the Senior Notes precipitated the company's
Chapter 11 filing.

"Despite recent increases in oil prices, demand for seismic data
acquisition has not yet significantly improved. The decreased
revenues we have experienced since the first quarter of this
year, combined with the debt service requirements from borrowings
we incurred to increase our offshore data acquisition
capabilities have combined to make ongoing operations with our
current capital structure impossible. We determined it
was in the best interest of our customers and financial
stakeholders to seek Chapter 11 protection in order to provide
sufficient time and resources to effectively complete the
restructuring of our business and position ourselves for
anticipated upturn in the seismic data acquisition
business," said Jay Silverman, President and CEO of Eagle

In response to Eagle's filing for protection under Chapter 11,
Nasdaq halted trading of Eagle Geophysical, Inc.'s common stock
on September 29, 1999. Trading will remain halted pending receipt
and review of additional information by Nasdaq. Eagle will
cooperate in providing the requested information to Nasdaq.

Eagle Geophysical provides onshore and offshore seismic data  
acquisition services to the petroleum industry.

EATON'S: Unveils Creditors' Plan  
T. Eaton Co. has unveiled a restructuring plan that offers
creditors about C$130 million in restitution, according to
Reuters. Unsecured creditors and shareholders will vote on the
insolvent Canadian retailer's plan on Nov. 19; two-thirds of them
must approve the plan for it to be effective. The plan was filed
in an Ontario court under the Canadian Companies' Creditors
Arrangement Act (CCAA). The majority of the funds, C$80 million,
will come from Sears Canada Inc., which has recently bought a
number of Eaton stores and assets. Another C$56 million will come
from the sale of Eaton's other real estate. If approved, the plan
provides for C$98.5 million to unsecured creditors, including
suppliers, and C$12 million for landlords.  Shareholders would
receive C$20 million and secured creditors would receive C$14.9
million.  Eaton's filed for bankruptcy protection on Aug. 23 with
C$330 million in liabilities. (ABI 12-Oct-99)

FACTORY CARD: Seeks To Fix Bar Date
The debtors, Factory Card Outlet Corp. and its affiliates seek to
extend and fix the bar date for filing certain proofs of claim.
The debtor became aware of additional creditors, subsequent to
the original bar date order.  The debtor now requests that the
court set December 6, 1999 at 5:00 PM Pacific Time in order to
allow the additional creditors time to file proofs of claim.

FIRSTPLUS FINANCIAL: Ernst & Young Resigns As Accountant
On September 29,1999,Ernst & Young LLP resigned as principal  
accountant and delivered a letter to FirstPlus Financial Group,
Inc. informing the company of the immediate cessation of the
client-auditor relationship between it and Ernst & Young LLP.

The company is required to restate its financial statements for
each of the fiscal years in the three-year period ended September
30, 1997, the three-month transition period ended December 31,
1997, and the first three quarters of the fiscal year ended
December 31, 1998.

As a result of limited resources and other issues, the company
says it has been unable to complete the previously announced
restatement, as well as the preparation of its financial
statements for the fiscal year ended December 31, 1998 or any
subsequent period. Additionally, the company has not yet filed
its annual report for the first two quarters of fiscal 1999.
The company is currently unable to make an assessment as to when
it will be able to file its delinquent filings or any of its  
future filings.  It is expected that the impact of the
restatement will be material to the results of all prior periods.  
Accordingly, previously issued financial results for the periods
indicated as affected by the restatement above should not be
relied upon.  The company is currently searching for a
successor accounting firm but has not yet engaged any firm.

GULF STATES STEEL: Creditor Seeks Conversion To Chapter 7
James L. Gibney, a creditor in and recipient of retirement
benefits from the debtor, Gulf States Steel of Alabama, seeks
conversion of this case to a Chapter 7 case.  Gibney asserts that
the debtor failed to pay retirement benefits, and that the debtor
can no longer propose a plan of reorganization which is

GULF STATES STEEL: Order Authorizes Retention of Lazard Freres
The US Bankruptcy Court for the Northern District of Alabama,
Eastern Division, entered an order authorizing the debtors to
employ Lazard Freres & Co. LLC to render financial consulting and
investment banking services in connection with the Chapter 11
case, and the debtor's business generally.  The employment of
Lazard nunc pro tunc to July 5, 1999 is granted for the sole
purpose of negotiating the $17.85 million DIP loan with Ableco
Financing LLP. Upon confirmation of a plan of reorganization,
Lazard may apply for allowance of the $250,000 fee, as
compensation under the Retainer Letter.

By separate order the court approved the retention of
PricewaterhouseCoopers to serve s the financial advisors to the
Unsecured Creditors' Committee.

HARNISCHFEGER: Key Employee Retention & Severance Program
The Debtors have identified approximately 150 individuals who are
currently employed or to be hired who are critical to the their
businesses and a successful restructuring.  These Key Employees,
the Debtors explain, have intimate knowledge about the companies
and their industries, are highly experiences and not easily

A Key Employee Retention & Severance Program, the Debtors
explain, is important in order to:

(1) retain management and professional teams essential to
continuing operations and completing the Debtors' financial

(2) recruit and retain in a tight labor market the talent
necessary for the Debtors' successful emergence from chapter 11;

(3) motivate employees throughout the reorganization process and
encourage performance improvement;

(4) replace existing long-term equity-based compensation
programs, the value of which is uncertain;

(5) establish severance programs for retention plan participants
and other executives and managers to create a stronger sense of
security through the chapter 11 process; and

(6) provide appropriate alternatives to existing pre-petition
contractual obligations the Debtors have with selected executives
and managers.

The Debtors categorize these 150 Key Employees in three Tiers:

Tier I   President and CEO
         Executive VPs: Law & Government Affairs & CFO
         Subsidiary Presidents and COOs

Tier II  Other Executive Managmeent Positions
         (corporate and subsidiary VPs)

Tier III Corporate and Subsidiary Managers and Professionals
With an estimated aggregate cost of $15,115,609 to $22,575,627,
the Program has four components:

(A) Annual Incentive Plan.  Tied to EBITDA targets, incentives
are paid as a percentage of annual salary:

Tier I            30.0% to 120%
Tier II           12.5% to 100%
Tier III           2.5% to  70%
(B) Stay/Emergence Bonus Plan.  As a percentage of annual salary:

Tier I                  60%      
Tier II             40% to 50%    
Tier III                30%
(C) Change in Control Agreement.  In the event of a change of
control, Key Employees receive (unless party to another agreement
providing greater benefits):

Tier I           3 years' salary
Tier II          2 years' salary     
Tier III         N/A

(D) Severance Plan.  In the event of an involuntary termination
without cause, Key Employees receive salary payments for:

Tier I           24 months
Tier II          12 months
Tier III          6 months

(Harnischfeger Bankruptcy News Issue 12; Bankruptcy Creditors'
Service Inc.)

HOUSING RETAILER: Associates Housing Finance Seeks Payment
Associates Housing Finance LLC seeks entry of an order compelling
Ted Parker Home Sales, Inc. and Carolina Home Sales, Inc. to
comply with previous court orders and to pay over to Associates
the proceeds from all sales of inventory, and to account for
certain units.  Associates states that the balance owing by
debtors to Associates for inventory financing alone was over $24
million as of the date of filing. Associates Housing believes
that certain units have been sold, but that the debtors have not
paid over the sale proceeds.

Associates Housing has filed a separate motion seeking payment of
$4.67 million and asserts its right to recoup its claim against
the monies in the Curtailment Reserve Account.

JITNEY-JUNGLE: Case Summary & 20 Largest Unsecured Creditors
Debtor:  Jitney-Jungle Stores of America, Inc.
         1770 Ellis Avenue Suite 200
         Jackson MS 39204

Court: District of Delaware

Case No.: 99-3603    Filed: 10/12/99    Chapter: 11

Debtor's Counsel:  
James H.M. Sprayregen
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601

Laura Davis Jones Young Conaway Stargatt & Taylor LLP
11th Floor Rodney Square North
Wilmington, DE 19899-0391

Total Assets:            $660,668,000
Total Liabilities:       $660,668,000

No. of shares of preferred stock        599,340 - 37 holders
No. of shares of common stock           425,080 - 33 holders

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Bank of New York                 Bondholder          $91M
State Street Bank and Trust      Bondholder          $56.5M
Chase Bank of Texas, NA          Bondholder          $32.6M
State Street Bank and Trust      Bondholder          $29.5M
Investors Fiduciary Trust Co     Bondholder          $25.8M
Investors Fiduciary Trust Co     Bondholder          $22.4M
Chase Manhattan Bank             Bondholder          $21.5M
Bank of New York                 Bondholder          $18.9M
Chase Manhattan Bank             Bondholder          $11.6M
Morgan Stanley & Co.             Bondholder          $8.5M
SSB-Trust Custody                Bondholder          $8M
Topco                            Vendor              $7.5M
Goldman, Sachs & Co.             Bondholder          $7M
Super Value                      Vendor              $7M
Morgan Stanley & Co., Inc.       Bondholder          $6.85M
Donaldson, Lufkin and Jenrette   Bondholder          $6.5M
Chase Bank of Texas, NA          Bondholder          $6.5M
Deutsche Bank Securities Inc.    Bondholder          $4.74M
Americource                      Vendor              $4M
The Northern Trust Company       Bondholder          $3.45M
Citibank NA                      Bondholder          $3.35M

JITNEY-JUNGLE: Files Voluntary Petition in Bankruptcy
Jitney-Jungle Stores of America, Inc. today announced that it and
nine of its affiliates have filed voluntary petitions to seek
protection under Chapter 11 of the Federal Bankruptcy Code. The
filings, which were made today in the U.S. Bankruptcy Court for
the District of Delaware in Wilmington, DE, will enable the
Company to conduct business as usual while it implements a plan
to reorganize its capital structure and focus on strengthening
the Company's operations and financial position.

Jitney-Jungle also announced that it has obtained a $260
million debtor-in-possession (DIP) financing commitment from a
consortium of lenders led by BT Commercial Corporation.  Upon
court approval, these funds will be available to the Company to
retire its existing $150 million revolving credit facility and
enhance its liquidity in order to meet all inventory needs
and fulfill future obligations associated with operating its
business. Moreover, under the financing commitment, the Company
has obtained favorable terms for trade vendors to ensure their
continued support.

Ron Johnson, President and Chief Executive Officer of Jitney-
Jungle, said: "Jitney-Jungle has an 80-year history of successful
operations in its core markets. Our objective is to use the
reorganization process on a fast-track basis to create a more
manageable capital structure and strengthen our business
operations so that Jitney-Jungle can significantly enhance
its profitability.  With Court protection under Chapter 11,
Jitney-Jungle will have the breathing room it needs to
restructure its debt and complete its transition into a stronger

"Today's filing should not have any significant impact on our
customers. Jitney-Jungle stores are open, stocked with inventory,
and conducting business as usual today," added Mr. Johnson.
"Likewise, our employees will continue to receive their salaries
and benefits without interruption.  We are also pleased that we
were able to secure advantageous terms under our DIP facility for
our vendors to accommodate their ongoing support for the

Mr. Johnson also noted that the Company has retained Jay Alix &
Associates as its crisis management and corporate turnaround
expert.  Michael Feder of Jay Alix will serve as Chief
Restructuring Officer and Chief Administrative Officer of Jitney-
Jungle.  He will assist the Company's senior management team in
overseeing the restructuring and turnaround process.

Jitney-Jungle Stores of America, Inc., one the largest
supermarket operators in the Southeast, currently operates 75
combination stores (including 23 Premier stores), 106
conventional stores, and 15 discount stores for a total of 196
supermarkets, 10 liquor stores and 55 gasoline stations located
throughout Mississippi, Alabama and Louisiana and in Tennessee,
Florida and Arkansas.

NATIONAL RESTAURANTS: Meeting of Creditors
A meeting of creditors has been set in the case of National
Restaurants Management Inc. for October 27, 1999 at 3:00 PM. The
debtor's address is 162 West 34th Street, New York, NY.  Attorney
for the debtor is Leonard H. Gerson, Angel & Frankel PC, 460 Park
Avenue, New York, NY.  The Chapter 11 bankruptcy case of National
Restaurants management Inc. was filed on July 7, 1999.

NATIONSWAY TRANSPORT: Proposes to Pay Past-due Wages  
NationsWay Transport Service Inc. filed a motion in bankruptcy
court last week in Phoenix proposing to pay its former employees
some of the $4.6 million in past-due wages owed to them,
according to The Denver Post. NationsWay proposed to pay workers
$2 million as part of an interim financing plan related to the
liquidation of the bankrupt estate. According to court documents,
money paid to workers would be for wages accrued before the May
20 bankruptcy filing. NationsWay executive Jerry McMorris has
asked for an Oct. 19 hearing on the proposal, which calls for
lenders to contribute an additional $18.5 million to help
liquidate the company and its affiliates. The lenders are owed
$41 million. (ABI 12-Oct-99)

NEUROMEDICAL SYSTEMS: Objects To $7 Million Claim By Netmed
The debtor, Neuromedical Systems Inc. objects to the claim filed
by NetMed, Inc. in the sum  of $7.16 million.  The debtor asserts
that the only supporting document attached to the claim is a copy
of the Distribution Agreement.  The debtor does not believe the
claimant should be entitled to any damages as a result of the
debtor's rejection of the Distribution Agreement.  The debtor
asserts that the burden is on the claimant to prove actual
damages for the breach of contract with reasonable certainty.  
Claimant has provided no evidence that it suffered any damages as
a result of the debtor's rejection of the Distribution Agreement.

The debtor states that the claimant and/or its predecessors
invested $2.99 million in the debtor.  The investment was in the
nature of an equity contribution, made years before the
Distribution Agreement.  The claimant and/or its predecessors
received $1.7 million in commissions/royalties for four years.  
The debtor's records show that $38,636 is owing the claimant from
commissions and royalties.  The debtor states that had the debtor
not sold its intellectual property to AutoCyte, the debtor would
have been forced to shut down - without breaching the
Distribution Agreement.  The debtor believes that any projection
of lost profits or royalties/commissions without the sale to
AutoCyte would have been minimal.

ORANGE COUNTY: Considers Buying Back $329 Million in Debt  
The Orange County, Calif., Board of Supervisors is considering a
proposal to buy back $329 million in debt stemming from the
county's 1994 chapter 9 bankruptcy, according to Reuters. At
the board's Oct. 2 meeting, supervisors will discuss the plan to
buy the general obligation pension and recovery bonds in order to
reduce the county's long-term debt. The outstanding bonds have an
approximate par value of $329 million, and the county expects it
would spend about $300 million to buy them. The county would tap
into its debt reserve payment and money from litigation
settlements to fund the purchase. Orange County filed chapter 9
in December 1994 after its investment pool lost more than $1.6
million. (ABI 12-Oct-99)

ORBIT INTERNATIONAL: Shareholders Approve Reverse Stock Split
The shareholders of Orbit International Corp. have approved, at a
special meeting, an amendment to the company's Certificate of
Incorporation to effect a one-for-three reverse stock split of
the company's outstanding stock.

The company previously announced that it did not meet the
requirements to maintain its listing on the Nasdaq National
Market and had intended to transfer its listing to the Nasdaq
SmallCap Market as it currently meets all the requirements for
listing on the SmallCap Market with the exception of the minimum
bid price of $1.  The approval of this one-for-three reverse
stock split now puts the company in compliance with
the requirements of a SmallCap listing.

Orbit International Corp., based in Hauppauge, is involved in the
manufacture of customized electronic components and subsystems
for military and nonmilitary government applications.  Its
Behlman Electronics, Inc. subsidiary manufactures and sells high
quality commercial power units and low noise uninterruptable
power supplies (UPS).  The Behlman military division designs,
manufactures and sells power units and electronic
products for measurement and display.

PARAGON TRADE: $420 Million Lawsuit vs. Weyerhaeuser
Continuing a tenacious fight with Paragon Trade Brands Inc.'s
former parent, the bankrupt diaper maker's shareholders filed a
lawsuit against Weyerhaeuser Co., claiming over $420 million in
damages. The legal action, filed in the U.S. Bankruptcy Court in
Atlanta, alleges breach of contractual representations and
warranties in connection with the sale of Weyerhaeuser's
diaper business to Paragon, which Weyerhaeuser spun-off in 1992.
The lawsuit alleges that at the time the diaper-related assets
were sold to Paragon for $200 million, Weyerhaeuser was aware of
the substantial threats that Procter & Gamble Co. and Kimberly-
Clark Corp. were making to sue and recover damages from
Weyerhaeuser for infringing on their diaper patents. (The Daily
Bankruptcy Review and ABI - October 12, 1999)

PARAGON TRADE: Trio Seeks Removal/Replacement Of Board
The following persons have acquired shares of common stock in
Paragon Trade Brands Inc.:  Matthew  S. Metcalfe, 25,000,
representing  0.2 % of the outstanding shares of common stock of
the company; Robin E. Winslow, 37,342 shares with sole voting and
dispositive power and  548,350 shared powers, representing 4.9%
of the outstanding shares, and Frank E. Williams Jr.,  26,000
with sole voting and dispositive power, representing 0.2% of the
outstanding shares of common stock of the company.

The aggregate number of shares beneficially owned by the members
of the group identified is 636,692 or 5.3% of the company's
outstanding common stock.  The persons cited above have decided
to call themselves the "Committee to Enhance the Value of
Paragon" and indicate that the committee's name describes its

The committee seeks to remove the present Board of Directors and
to replace that Board with nominees of its own, that is the
respective members of the Committee, Robin E. Winslow, Frank E.
Williams, Jr. and Matthew Metcalfe. The committee plans to
solicit proxies to further that end. Once the incumbent Board of
Directors has been replaced by the committee's nominees, the
committee intends immediately to invite up to three persons to be
chosen by the Official Creditors Committee of Paragon from its
members (other than representatives of Weyerhaeuser, Procter &
Gamble or Kimberly-Clark) to join the Board of Paragon. The
committee proposes to take whatever actions are necessary and
appropriate to increase the Board and then to appoint such
representatives to the Board. The specifics of the committee's
intentions as to the redirection of Paragon's business activities
and its position vis-a-vis a Plan of Reorganization will be
included in proxy solicitation materials to be furnished to the
shareholders in conformance with Federal Securities Laws.

The members of the committee say they do not plan to acquire
additional securities or to dispose of securities presently

Robin E. Winslow's principal occupation is that of a Securities
Trader employed by Dempsey & Company. The principal business of
Dempsey & Company is as a broker-dealer and a member of the
Chicago Stock Exchange.

Matthew S. Metcalfe's principal occupation is that of Chairman
and President of Airland Corporation, whose principal business is

Frank E. Williams, Jr.'s principal occupation is Chairman of the
Board of Williams Enterprises of Georgia. The principal business
of that company is steel fabrication and construction.

PLANET HOLLYWOOD: Case Summary & 20 Largest Unsecured Creditors
Debtor:  Planet Hollywood International Inc.
         8669 Commodity Circle
         Orlando, Florida 32819

Type of business: Company operates theme restaurants and
merchandise shops

Court: District Delaware

Case No.: 99-3629    Filed: 00/00/99    Chapter: 11

Debtor's Counsel:  
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Robin e. Keller, Esq.
James L. Patton, Jr.
Pauline K. Morgan
Young Conaway Stargatt & Taylor LLP
PO Box 391
Rodney Square North, 11th Floor
Wilmington, Delaware 19099

Total Assets:            $392,183,000
Total Liabilities:       $359,109,000

No. of shares of common stock   
Class A 100,405,867 approx. 4360 holders
Class B   8,579,920 approx. 19 holders

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
US Trust Company of New York     Indenture Trustee  $250M
                               12% Sr Subordinated
                                 Notes Due 4/1/05

CEDE & Company                   Record Holder      $250M

Bay Harbor Management LLC       Beneficial Holder   $87.9M
                                Of 12% Subordinated
                                Notes due 4/1/05

Varde Partners                Beneficial Holder     $29.5M
                              Of 12% Subordinated
                              Notes due 4/1/05

Bank of Montreal              Beneficial Holder      $5.1M
                              Of 12% Subordinated
                              Notes due 4/1/05

LL Capital LP                 Beneficial Holder      $4.5M
                              Of 12% Subordinated
                              Notes due 4/1/05

SF Investment                 Beneficial Holder       $3.25 M
                              Of 12% Subordinated
                              Notes due 4/1/05

8669 Commodity Circle      Landlord                   $742,747
TRW Inc.                    Trade                      192,559
HRH American Phoenix Corp   Trade                      191,787
Brass & Stainless Designs   Trade                      147,658
Bovis Construction Corp     Trade                      142,755
Soundelux                   Trade                      141,492
Prologis Trust              Trade                       80,429
Excelled Skin & Leather     Trade                       56,958
Focus Lighting              Trade                       53,745
Unique Wood Design          Trade                       48,270
Creative Management Serv.   Trade                       44,928
RTC Group                   Trade                       43,961
TRM Architect               Trade                       41,680          

PLANET HOLLYWOOD: Closes 9 Sites Including in Santa Ana
The Los Angeles Times reports on October 12, 1999, that
Planet Hollywood International closed nine of its company-owned
restaurants Monday, including one in Santa Ana.

Robert Earl, the co-founder and chief executive of the movie-
themed chain, said he hopes a new Orange County location will
replace the "underperforming" restaurant across from South Coast

Earl said the chain would like to open a restaurant in Anaheim,
an apparent reference to Downtown Disney, the entertainment mall
Walt Disney Co. plans to open next to Disneyland in 2001.

Planet Hollywood had owned 32 U.S. restaurants before the
closures, which are part of a prepackaged reorganization worked
out with its creditors. The chain, which announced in August that
it would pare unprofitable sites, filed for Chapter 11.

In addition to the Santa Ana restaurant, Planet Hollywood closed
restaurants in Chicago; Fort Lauderdale, Fla.; Gurnee, Ill.;
Houston; Indianapolis; Maui, Hawaii; Miami and Phoenix.

One or two more sites could be closed depending on negotiations
to win more favorable terms from landlords, Earl said. He would
not say if one is Beverly Hills, where the company has complained
that it is hampered by a city prohibition on late-night liquor
sales. The company's other California restaurants, in San
Francisco and San Diego, apparently are unaffected.

Despite backing from celebrities such as Bruce Willis, Arnold
Schwarzenegger and Sylvester Stallone who received stock in
return for promotional work, the chain has suffered from
declining sales at many locations. Sales of Planet Hollywood T-
shirts and other merchandise, which account for a quarter of
revenue, have also fallen.

The Orlando, Fla.-based chain also is selling peripheral
businesses such as its sports-themed All Star Cafes. It has also
lined up a $ 30-million cash infusion from its largest
shareholders, Saudi Arabian Prince Alwaleed bin Talal
and Singapore billionaire Ong Beng Seng, and a trust fund
benefiting Earl's children.

Before the cuts, Planet Hollywood owned and operated 48
restaurants around the world, with franchisees operating 32 more.
The Santa Ana restaurant was the second in the nation when it
opened in 1992, after one in New York.

Planet Hollywood went public at $ 18 a share in 1996 and traded
as high as $ 28.50. Trading was suspended in August with the
share price at 75 cents.

SERVICE MERCHANDISE: Increases Borrowing Availability
Service Merchandise Company, Inc. announces that its lenders have
approved an amendment to its $750 million debtor-in-possession
financing agreement that provides for the release of the $50
million borrowing base reserve which had been in effect pending
negotiation of financial covenants.

The adoption of the covenant package provides the company an
additional $50 million in availability under the DIP facility, as
the borrowing base reserve is eliminated. The covenants require
the company to maintain either a minimum EBITDA (earnings before
interest, taxes, depreciation, and amortization) performance Or
minimum availability under the facility.

Under the DIP agreement, the company's senior lenders, led by
Citibank as administrative agent and BankBoston as documentation
agent and collateral monitoring agent, provided $750 million in
post-petition financing to fund the company's operations during
its restructuring.

"The two-pronged nature of this covenant and its reasonable
EBITDA thresholds signify the strong support and confidence of
our lenders. We believe that the flexibility of the covenants,
coupled with the release of the $50 million reserve, will further
increase our merchandise vendors' confidence in our liquidity and
will maintain the momentum of their return to normalized payment
terms," said Chief Executive Officer Sam Cusano.

Under the terms of the amendment, a maximum annual capital
expenditure covenant is set at $50 million. Additional
flexibility is provided to carry over 50 percent of unused
capital expenditures from a prior year and to earn additional
capital expenditure capacity as EBITDA rises.

"This additional boost to our liquidity raises the company's
availability to approximately $185 million as of October 5,
1999," said Thomas Garrett, Chief Financial Officer. "This
development further demonstrates the confidence shown by our

Service Merchandise and its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 in the U. S.
Bankruptcy Court for the Middle District of Tennessee in
Nashville on March 27, 1999.  Known as "America's Leading
Jeweler", Service Merchandise is a specialty retailer focusing on
fine jewelry, home and gift products.

SIRENA APPAREL: Notice of Bar Date
The US Bankruptcy Court for the Central District of California,
Los Angeles Division, has established December 6, 1999 as the
last date to file proofs of claims or interests against the
estate of the Sirena Apparel Group Inc.

STUART ENTERTAINMENT: Order Approves Employee Retention Agreement
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the debtor to enter into or assume employee
retention and severance agreements.

STUART ENTERTAINMENT: Court OK's Employ of Wasserstein Perella
The US Bankruptcy Court for the District of Delaware entered an
order on September 28, 1999 authorizing the debtor to employ and
retain the firm of Wasserstein Perella & Co., Inc. under a
general retainer as their financial advisor under the terms
provided in its Engagement Letter.

TELETRAC INC: Seeks Approval of Stipulation With Norwest Bank
The debtor, Teletrac, Inc. seeks approval of a stipulation and
order regarding the allowed claim of Norwest Bank Minnesota, NA.  
A hearing on the motion is scheduled for November 22, 1999 at
9:30 AM.  The Bank is indenture trustee for the holders of the
debtor's 14% Senior Notes due 2007 in the original principal
amount of $105 million.  The Bank filed a proof of claim in the
amount of approximately $110 million.

AS of September 10, 1999, the value of the Pledged Collateral was
approximately $21.7 million.

The parties' agreement fixes the Indenture Trustee's Claims one
allowed Class 3 claim in the amount of $82,412,907.  The debtor
states that taking into account the costs and risks to the
debtor's estate of seeking a contested adjudication of the claims
of the Indenture Trustee, the proposed settlement should be

TRANSTEXAS GAS: Court Approves of Disclosure Statement
By order dated September 29, 1999, the US Bankruptcy Court for
the Southern District of Texas, Corpus Christi Division, entered
an order approving the Disclosure Statement of the debtors,
TransTexas Gas Corp.

Written acceptances or rejections of the plan must be received by
counsel for the debtors, on or before November 4, 1999.  A
hearing on confirmation of the plans shall be held at the US
Bankruptcy Court at 615 Leopard, Corpus Christi Texas 78476
commencing at 9:00 AM on November 9, 1999.

TRANSTEXAS: Summary of Plans
1. The Transamerican Energy Corporation (TEC) plan - provides
that TEC will be liquidated and that the creditors of TEC will
receive distributions as follows:
a) holders of the Bondholder DIP Secured Claims will receive no
distributions under the TEC plan;
b) holders of allowed priority claims will receive payment in
full, in cash;
c) holders of the TEC Senior Secured Note Claims will receive
their ratable proportion of all of the collateral pledged by TEC
that secures the TEC Senior Secured Notes and all distributions
TEC would have been entitled to receive under the TransTexas Plan
and The TARC plan;
d) holders (other than affiliates of TEC) of allowed general
unsecured claims will receive their ratable proportion of $5,000
e)the interests held by TEC common stockholders will be canceled.

2. The Transamerican Refining Corporation (TARC) plan - provides
that TARC will be liquidated and that the creditors of TARC will
receive distributions as follows:
a) Holders of the Bondholder DIP secured claims will receive no
distributions under the TARC plan;
b) Holders of allowed priority claims will be paid in full;
c) holders of the TARC Senior Secured Note claims will receive a
ratable proportion of all of the collateral pledged by TARC that
secures the TARC Senior Secured Note;
d) holders of allowed general unsecured claims will receive their
ratable proportion of the litigation trust;
e) holders of TARC Subordinated Note Claims will receive,
pursuant to a compromise and settlement by and between Firstar
and First Union their ratable proportion of 17.5% of the funds
held in the Interest Reserve Accounts, less reasonable fees and
expenses payable to First Union and its attorneys, plus their
ratable proportion of the lititgaion trust; and
e) the TARC common stock interests will be cancelled.

3. The TransTexas Plan - provides for the reorganization of tis
business and provides that the creditors of TransTexas will
generally receive distributions as follows:

a) Holders of allowed Priority claims shall be paid in full;
b) Holders of secured tax claims shall receive cash payments over
six years plus 12% interest or payment in full;
c) Holders of TransTexas Senior Secured Note claims shall receive
all of the new senior secured notes, all of the new senior
preferred stock, all of the new junior preferred stock, all of
the new common stock, all of the new warrants and an amount of
cash equal to the maximum GUC cash amount;
d) Holders of the GMAC secured claim shall be assumed such
treatment shall be impaired;
e) Holders of allowed miscellaneous secured claims shall receive
at the option of the debtor - treatment to leave holders
unimpaired, cash payments, or return of collateral;
f) Holders of mineral interest secured claims shall receive at
holder's election - cash payments over five years, plus simple
interest or 40% of claim amount;
g) Holders of a M&M Lien Secured Claim shall receive cash
payments over five years plus simple interest;
h) Holders of the TransTexas senior secured Note Deficiency Claim
shall receive no distribution under the plan;
i) Holders of allowed general unsecured claims shall receive no
j) Holders of TransTexas Subordinated Note claims shall receive
no distribution;
k) Holders of allowed convenience claims that elect to reduce
their claims to $500 shall receive cash;
l) Production payment holder claims shall receive such treatment
as shall leave their claims unimpaired and
m) Holders of allowed interests will receive no distribution.

TREESOURCE INDUSTRIES: Signs Financing Package
TreeSource Industries, Inc. (OTC Bulletin Board: TRES) announced
that it has signed a credit agreement with GE Capital Corporation
for a $16 million interim revolving line of credit.  The credit
line will be used to fund seasonal working capital increases.

Company CFO Robert W. Lockwood stated "the Company has not had a
revolving line of credit since 1991 and has relied on cash from
operations for day to day liquidity.  The credit agreement with
GE Capital Corporation is competitively priced, flexible, and
well tailored to address the cyclical and seasonal nature of the
lumber business."

The Company filed for voluntary reorganization under Chapter 11
on September 27, 1999.  The credit facility was approved by the
Honorable Judge Thomas T. Glover on October 4, 1999 on an interim
basis pending the return of the Honorable Judge Samual J.  
Steiner.  The Company is currently operating as a debtor in

Dave Loftus, TreeSource Treasurer commented that "the new
facility will increase daily operating liquidity and provide
additional assurance to our many vendors and suppliers that
TreeSource has the ability meet its obligations while in chapter
11. The Court approved payment in full for all log vendors in the
ordinary course of business and we hope to pay pre-petition
unsecured creditors 90% of their claim.  The credit facility is a
key element in our plan to pay creditors and fund seasonal
working capital requirements."

TreeSource Industries, Inc. operates facilities in Oregon,
Washington, and Vermont, producing softwood and hardwood lumber

VENCOR: Motion To Establish Key Employee Retention Program
Edward Kuntz, Vencor's Chairman, CEO and President, has surveyed
the individuals in the Debtors' employ and has identified certain
Key Employees whose services must be retained to successfully
complete the reorganization process.  These Key Employees, whose
specific identities are being kept under wraps, include most
senior officers of the Debtors' operational departments, members
of the human resources department, the legal department and the
finance department.  

The Key Employee Retention Program has two components:

$7,325,000 of Retention Bonuses, equaling 50% to 125% of an
individual's annual salary, to be paid in three
installments (1/3 on Court approval of this Program; 1/3
on the Effective Date of a Plan of Reorganization; and
1/3 three months after the Effective Date of a Plan); and
$3,675,000 of Performance Bonuses to be paid, based on
undisclosed criteria, on the Effective Date of a Plan.

In short, the Debtors argue, the benefits of paying $11,000,000
as an administrative expense in these chapter 11 cases to Key
Employees outweigh the costs the estates would incur if these Key
Employees were lured away by a better offer from a competitor.  

The details about who will be paid how much under the Key
Employee Retention Program, the Debtors tell Judge Walrath, must
be kept under the Court's seal because, "the publicizing of this
extremely sensitive information may negatively impact the
Debtors' reorganization effort, and the privacy rights of the
relevant employees." (Vencor Bankruptcy News Issue 4; Bankruptcy
Creditors' Service Inc.)

WORLDWIDE DIRECT: Committee Taps Special Insurance Counsel
The Official Committee of Unsecured Creditors in the case of
Worldwide Direct, Inc., et al. seeks court authority to employ
Howrey & Simon as special insurance counsel for the committee.  
The committee and the debtors entered into a stipulation wherein
the debtors delegated to the Committee all claims and causes of
action against the debtors' current and former officers and
directors and other derivative claims.  The Committee's analysis
, and to the extent necessary, prosecution of the Officer and
Director Claims will require an expertise in insurance coverage
issues arising under the director and officer insurance policies
purchased by the debtors.  

The professionals in the firm agree to charge their customary
hourly rates which range from $149 per hour to $465 per hour.

ZENITH ELECTRONICS: Final Order Grants Post-Petition Financing
By order entered September 27, 1999, the US Bankruptcy Court for
the District of Delaware granted the motion of the debtor
authorizing the debtor to borrow or obtain loans and letters of
credit up to a sublimit of $45 million pursuant to the DIP credit
agreement and the other DIP loan documents up to an aggregate
amount of $150 million, based on availability and borrowing base

The aggregate principal balance of loans outstanding under the
pre-petition credit agreement as of the Petition Date was
$83,528,398. A carve out amount of $2 million is provided in the
order with the express limitation of the Equity Committee's
expenses at $300,000.


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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
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