TCR_Public/991018.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Monday, October 18, 1999, Vol. 3, No. 201
                     
                     Headlines

AMERICAN RICE: Notice of Plan Effective Date
AMPACE CORP: Seeks Extension of Exclusivity
CHERNIN'S SHOES: Seeks To Dismiss Chapter 11 Case
FETRA: No More Bankruptcy Protection
FLORIDA COAST: Deadline For Filing Proofs of Claim

FPA MEDICAL MANAGEMENT: Zero Common Stock Held By Pilgrim Baxter
FULCRUM DIRECT: Seeks Order Granting Exclusivity Extension
GENEVA STEEL: Objects To Motion For Relief From Stay
GLOBALSTAR: Phased Rollout of Mobile Satellite Phone Service
HECHINGER: Rejection of Leases

HVIDE MARINE: Investment Advisor Firm Holding Zero Common Stock
ICO GLOBAL: Loan Hearing Put Off; Hughes' Role Disputed
JOTAN INC: Proposed Settlement With Trustee and Paribas
JUMBOSPORTS: Seeks Court Approval on Sale of Stores
JUMER'S CASTLE LODGE: Files Chapter 11 Bankruptcy

NEWMONT MINING: Closes Carlin Mine
PAGE AMERICA: Order Approves Disclosure Statement
PARAGON TRADE: Seeks Extension of Solicitation Period
PHONETEL: Downsizing To Cut Costs and Boost Earnings
PLANET HOLLYWOOD: Shut Down Avoids Liquor Hearing

PRATT CASINO: Plan Confirmed on October 1, 1999
SCOOP INC: Order Confirms Plan of Reorganization
SGL CARBON: Seeks Extension of Exclusive Solicitation Period
STAR NEWCO: Seeks Extension of Exclusivity
STUART ENTERTAINMENT: Seeks Approval of Disclosure statement

STUART ENTERTAINEMNT: Seeks Extension To Assume or Reject Leases
SUN HEALTHCARE: Case Summary
SUN HEALTHCARE: Creditors With Largest Claims
SUN HEALTHCARE: Files Chapter 11
SUN HEALTHCARE: Omega Healthcare Investors Announces Agreement

UNITED COMPANIES: Seeks Extension of Exclusivity
VENCOR: Current Members of Committee
VERITEC: Emerges from Chapter 11

                     *********

AMERICAN RICE: Notice of Plan Effective Date
--------------------------------------------
The Second Amended Plan of Reorganization for American Rice, Inc.
became effective on Friday October 1, 1999.


AMPACE CORP: Seeks Extension of Exclusivity
-------------------------------------------
The debtors, Ampace Corporation and Ampace Freightlines, Inc.
seek an extension of the exclusive period during which the
debtors may file a plan of reorganization and solicit acceptances
to the plan.

The debtors filed a proposed plan of reorganization and
disclosure statement on June 11, 1999.  The plan contemplated the
marketing of the debtors' assets for a designated period of time
and the liquidation of such assets if a buyer was not located.  
Subsequent to the filing of the plan, the debtors received a
preliminary proposal from Blackwater Capital Partners II, LP for
the purchase of the common stock of Ampace Corporation pursuant
to the terms of the plan.  The debtors have made certain
modifications to the Blackwater proposal, including an executed
stock purchase agreement from Blackwater and a hearing to
consider approval of the third amended Disclosure Statement is
scheduled to be held on October 20, 1999.  It is now essential to
the debtors that the solicitation period be extended for a period
of 60 days, to and including December 10, 1999.


CHERNIN'S SHOES: Seeks To Dismiss Chapter 11 Case
-------------------------------------------------
The debtor, Chernin's Shoes, Inc. requests that the court dismiss
this Chapter 11 proceeding.  The debtor is no longer operating
its business.   The debtor's assets have been liquidated and the
proceeds paid to the Bank pursuant to their prepetition and
postpetition liens and the Cash Collateral Order.  No cash flow
or assets are available that could fund a plan of reorganization.  
According to the debtor, the best interests of creditors and the
estate would be best served by dismissal rather than conversion.  
The estate has no funds to pay expenses that may be incurred in
the further administration of a Chapter 11 case.  The
administrative expenses known to have been incurred in the GOB
sales and the auction have been, or will be satisfied.


FETRA: No More Bankruptcy Protection
------------------------------------
The Chapter 11 bankruptcy case involving Atlantis Water Parkin
Jeffersonville and The Outer Limits amusement park on Outer Loop
was dismissed from the U.S. Bankruptcy Court in Louisville on
Sept. 27.

The decision to dismiss the bankruptcy came barely more than a
year after the amusement parks' owner, FETRA Enterprises Inc.,
filed for bankruptcy protection from creditors. FETRA is owned by
John Fellonneau and J. Fox DeMoisey.

Atlantis and the Outer Limits will be sold in auctions with no
minimum bid on Nov. 1. Both parks are on leased land and will be
sold as complete units, said Denise Kinsey, an office manager for
Norton Auctions of Michigan Inc., of Coldwater, Mich. She
declined to disclose the parks' value.

FETRA's most recent operating report filed with the court said
the company's property and equipment was valued at $ 2.04 million
at the end of June. Fellonneau said Atlantis is worth about $ 1.5
million to $ 1.7 million, and Outer Limits is worth about $
300,000. Proceeds from the sale will go to Fifth Third Bank of
Kentucky Inc., FETRA's sole secured creditor, which is owed $ 1.2
million.

Any money remaining after Fifth Third is paid will be distributed
to unsecured creditors, Fellonneau said. He did not know which
creditors would be paid first, and his attorney, Paul Porter of
Greenebaum, Doll & McDonald PLLC, could not be reached. FETRA
owed its unsecured creditors about $ 1.3 million as of March 30,
according to court documents. FETRA had more than 80 unsecured
creditors when it filed for bankruptcy Sept. 19, 1998.

Dismissal of the case means FETRA no longer has bankruptcy
protection and can be sued by its unsecured creditors.

Fellonneau said no lawsuits have been filed against him. DeMoisey
could not be reached for comment.

Franklin Yudkin, attorney for the unsecured creditors, said the
unsecured creditors were "still making some decisions" about
whether to sue Fellonneau and DeMoisey.

FETRA filed for bankruptcy about three months after Atlantis
opened. Fellonneau. blamed poor sales in 1998 on bad weather,
construction delays and an e-coli bacteria scare at an Atlanta
water park that he believes was confused with Atlantis.

FETRA's bankruptcy was filed with hopes of using the off-season
to reorganize for a successful summer this year, court documents
stated. But FETRA accumulated losses for May and June totaling
about $ 140,000, according to court documents.

July and August financial statements were not available from the
bankruptcy court, but other court documents described FETRA's
summer business and receivables as "woefully below its financial
projections."

Fellonneau said low sales for the 1999 summer season were because
the bankruptcy had stigmatized the park. "The fallout effect from
the bankruptcy probably scared some customers," he said.
He also said he didn't have enough money to run the park
properly, that he wasn't able to do much advertising or buy a
liquor license. He did not disclose any financial information.
Fellonneau said he is looking for a job, but he doesn't have a
specific career in mind. He said he's keeping his "options open."


FLORIDA COAST: Deadline For Filing Proofs of Claim
--------------------------------------------------
Pursuant to order of the Bankruptcy Court for the District of
Delaware, November 5, 1999 is set as the Bar Date for all
creditors of the debtors.


FPA MEDICAL MANAGEMENT:Zero Common Stock Held By Pilgrim Baxter
---------------------------------------------------------------
The investment advisor firm of Pilgrim Baxter & Associates, Ltd.
reports that it now holds zero beneficial interest in the common
stock of FPA Medical Management Inc.


FULCRUM DIRECT: Seeks Order Granting Exclusivity Extension
----------------------------------------------------------
The debtors, Fulcrum Direct, Inc. and its affiliates seek an
order granting extension of the exclusive periods to file a plan
or plans of reorganization and solicit acceptances thereto.  
According to the debtor, the current deadline does not afford
Fulcrum a realistic opportunity to formulate a comprehensive plan
of liquidation.  Accordingly it requests that the court extend
the filing period through and including November 30, 1999 and the
Solicitation period through and including January 31, 2000.  
Until Fulcrum has had additional time to further analyze and
pursue potential causes of action against third parties, it is
not able to fully assess the recoveries that will be available
tot he estates and, accordingly, is not in the position to
formulate a plan of liquidation.


GENEVA STEEL: Objects To Motion For Relief From Stay
----------------------------------------------------
Geneva Steel Company, debtor objects to the motion for relief
from automatic stay filed by Federal Insurance Company and
ASARCO, Inc.

The stay concerns a lawsuit filed in Arizona alleging that
certain defendants including the debtors are liable for damages
to be between $10 million and $20 million.  Geneva's liability
arises from Geneva's sale of coke breeze to Oxbow, which in turn
sold it to ASARCO. The debtor claims that Federal can continue
the lawsuit against the other defendants.  The movants did not
file proofs of claim against Geneva, and the breach of contract
claims asserted against Geneva may not be covered by an insurance
policy. Granting the motion would subject Geneva to an undue
burden asserts the debtor, particularly the burden of fighting a
case in Arizona outside the jurisdiction of this Bankruptcy
Court.


GLOBALSTAR: Phased Rollout of Mobile Satellite Phone Service
------------------------------------------------------------
MOBILE SATELLITE NEWS reports on October 14, 1999 that      
Globalstar L.P. [GSTRF] announced a phased rollout of its mobile
satellite phone service in regions of the world covered by its
first nine operational gateways.
      
The company initially will provide limited distribution of
service to selected individuals during "friendly user" trials in
the United States, Canada, Brazil, Argentina, China, Korea, South
Africa, and parts of Europe. This limited service introduction
will allow service providers to make final adjustments and
refinements before launching full commercial service over the
next few months. During the phased-in rollout, marketing,
distribution and customer service systems in the nine locations
with ground stations will be tested and adjusted based on
feedback from early users, assuring high-quality service when
Globalstar more broadly is introduced around the world in the
coming months.
  
"Globalstar and its partners are proud to introduce our
satellite telephone service - priced right, aimed at the right
markets, and available through the right local service
providers," said Bernard Schwartz, chairman and CEO of
Globalstar.  "Business people, residents of communities in
developing countries, and industrial users in distant or offshore
locations can now access mobile, affordable telecommunications
wherever and whenever they need it.

"Globalstar users will also enjoy exceptional call quality,"
Schwartz continued.  "We've conducted exhaustive testing and
placed over a million phone calls over the system, ensuring
highly reliable service with remarkable voice clarity.  And our
lightweight, easy-to-use phone units make Globalstar the most
convenient satellite phone system ever designed."

The Globalstar satellite telephone service is unique among all
telecommunications systems.  Using simple handsets or fixed
phones, which operate much like conventional cellular or wireline
phones, Globalstar call signals are received by a constellation
of low-earth-orbiting satellites which cover virtually every
populated area on Earth, routing calls back to Globalstar
gateways, into the terrestrial phone network and on to their
destinations.

The system's patented CDMA (code division multiple access)
technology not only increases system capacity but allows each
call to be supported by multiple satellites simultaneously.  
Thus, if a caller moves out of range of a satellite, the call is
handed off to another. Globalstar's multi-mode phones may be used
in cellular or satellite mode.  The phones automatically search
for a terrestrial cellular connection where available but switch
to satellite mode whenever the user is out of cellular range,
expanding the reach of the cellular network.

While terrestrial cellular coverage continues to grow around the
world, nearly 90 percent of the earth's surface remains unserved
by a cellular network.  These areas now will be the covered by
Globalstar service.  Fixed phone units are available for use in
communities lacking cellular or wireline service, particularly in
developing countries, and at remote business and industrial
locations such as mines, petroleum exploration sites, and aboard
ocean-going vessels.
  
...The Globalstar System Will Offer Many Services
  
Globalstar also will offer many of the functions and services
familiar to cellular users, including call forwarding, voicemail,
short messaging service (SMS), and, beginning later in the year
2000, data and fax capabilities. Globalstar service will be
available to subscribers through established telecommunications
providers that include: Vodafone AirTouch, TE.SA.M. (a joint
venture between France Telecom and Alcatel), Dacom, Elsacom (a
Finmeccanica company) and China Telecom.  Globalstar, led by
founding partner Loral Space & Communications, is a partnership
of telecommunications service providers and equipment
manufacturers.  In addition to the service providers, Globalstar
partners include co-founder Qualcomm, along with Alenia
Aerospazio (a Finmeccanica company), DaimlerChrysler Aerospace
and Hyundai. Globalstar was reduced to a "buy" from a "strong
buy" due to recent price appreciation by William Kidd, a
satellite analyst and vice president with C.E. Unterberg, Tow-
bin.  Globalstar's  shares now are trading near Kidd's $29 a
share year-end price target and offer limited potential for
further short-term gains, despite the likelihood it would
outperform first-to-market rival Iridium LLC [IRID], which
filed for Chapter 11 bankruptcy court protection in August.

A high-profile demonstration of the Globalstar service is
planned in Geneva, at the International Telecommunication
Union's Telecom 99 conference, one of the largest
telecommunications trade shows in the world.  Bernard Schwartz,
chairman of Loral Corp. [LOR] and its joint venture Globalstar,
is scheduled to tout the new service to the 200,000 attendees at
the show. Industry analysts predict that the prospects for other
mobile satellite phone systems hinge on whether Globalstar
succeeds.  At risk are Iridium and ICO Global Communications
[ICOGF], which also filed bankruptcy in August, as well as
Constellation and Ellipso.


HECHINGER: Rejection of Leases
------------------------------
On October 1, 1999, the Honorable Peter J. Walsh  executed an
order approving bidding procedures and approving rejection of 52
leases. The rejection is effective within 5 days after receipt of
notice. The leases cover properties in Albany, NY, Albuquerque,
NM, Austin, TX, Baltimore, MD, Boston, MA, Brockton, MA,
Columbus, OH, Corpus Christi TX, Dayton, OH, Daytona Beach, FL,
Denver, CO, Detroit, MI, EL Paso TX, Erie, PA, Evansville, IN,
Fort Myers, FL, Grand Rapids, MI, Houston, TX, Jackson, MS,
Lakeland, FL, Louisville, KY, Melbourne, FL, Memphis, TN,
Milwaukee, WI, Orlando, Fl, Philadelphia, PA, Pittsburgh, PA,
Richmond, VA, Saginaw, MI, Springfield, MO, Syracuse, NY, Tampa,
FL, Tulsa, OK, Washington, DC, York, PA, Chicago, IL, Cleveland,
OH.


HVIDE MARINE: Investment Advisor Firm Holding Zero Common Stock
---------------------------------------------------------------
Pilgrim Baxter & Associates, Ltd., an investment advisor firm,
has advised that it no longer holds common stock in Hvide Marine
Inc.


ICO GLOBAL: Loan Hearing Put Off; Hughes' Role Disputed
-------------------------------------------------------
ICO Global Communications Services Inc.'s bid for final
bankruptcy court approval of vendor financing from Hughes Space &
Communications Inc. was put off Wednesday as the satellite
telephone start-up, its creditors and Hughes bickered over
Hughes' role in the case. Hughes has refused to disclose to the
unsecured creditors' committee the nature and terms of third-
party launch services contracts, which the committee says it
needs to see to both evaluate the proposed financing and perform
a liquidation analysis of ICO. Hughes apparently contracted
with several companies to launch the satellites needed to get
ICO's satellite telephone network up and running.
(The Daily Bankruptcy Review and ABI October 15, 1999)


JOTAN INC: Proposed Settlement With Trustee and Paribas
-------------------------------------------------------
A settlement agreement dated October 5, 1999 has been entered
into among Gordon Jones, Chapter 7 Trustee, and Paribas - Bank
Group.

The $1.5 million proceeds of the ESP Settlement shall be
allocated to fees of Cooper, Ridge & Beale and the Bank Group.  
The Trustee shall transfer all rights and interest in the selling
shareholder arbitration to Paribas.  The Bank shall pay $200,000
to the Trustee to fund the ongoing expenses of administration of
the debtor's estate.


JUMBOSPORTS: Seeks Court Approval on Sale of Stores
---------------------------------------------------
JumboSports Inc. yesterday filed a motion with the bankruptcy
court in Tampa, Fla. seeking to sell or liquidate its remaining
42 stores, according to a newswire report. The company filed for
chapter 11 protection in December 1998. During the first nine
months of the year, the company explored alternatives to maximize
value for creditors and reduced inventory levels while
improving customer service. But because JumboSports' financial
performance did not improve, management determined to seek the
sale or liquidation, with consent from trade creditors,  
bondholders and bankers. CEO Al Fasola said that delaying the
decision until after the holidays would have put JumboSports'
vendors and creditors at a higher risk for loss. The Tampa-based
company operates sporting goods stores in 18 states under the
name JumboSports and Sports & Recreation. (ABI 15-Oct-99)


JUMER'S CASTLE LODGE: Files Chapter 11 Bankruptcy
-------------------------------------------------
Jumer's Castle Lodge Inc. filed for Chapter 11 protection in U.S.
Bankruptcy Court in Peoria, Illinois on Wednesday, seeking relief
from creditors as it reorganizes debt.

No immediate layoffs are anticipated for the company's 780
employees and the business expects to continue operations under
court supervision.

The action was taken following a board meeting Tuesday of the
closely held corporation.

The bankruptcy filing for the chain headquartered in Peoria
covers five hotels located in Peoria; Bloomington; Galesburg;
Bettendorf, Iowa; and Champaign-Urbana. It does not include
Jumer's Casino Rock Island and all other independently held
businesses owned by the Jumer family.

Gary Rafool, attorney representing Jumer's, said secured and
unsecured debt totals about $22 million. The corporation
generates about $27 million in annual revenues.

''Recent improvements made to these properties and this kind of
positive cash flow show this is a feasible reorganization,''
Rafool said. Rafool said mortgages on the five properties
involved in the filing total about $20 million.

In 1998, the company raised capital from an equity investment
group and spent $4.5 million in capital improvements at the five
hotels.

Frank Pedulla, president of the company, said in a prepared
statement, ''The extensive capital upgrades that we have made to
the hotel properties have impacted revenues in a positive way,
but not as dramatically as we had anticipated. We do expect that
revenues will continue to increase and through the reorganization
of the company, it will allow us a positive outcome.''

D. James Jumer, founder of the corporation, is coming out of
retirement to oversee the reorganization. He said in a prepared
statement, ''The hotels are in great physical condition.
We will implement a plan that better reflects current revenues
with expenses.''

Jumer spearheaded investment in the Peoria riverfront when he
brought his paddlewheeler, The Spirit of Peoria, to the foot of
Main Street. He pushed for lighting on the Murray-Baker Bridge
and was an early participant in Octoberfest celebrations on the
riverfront. The hotels are furnished with antiques and armor he
acquired on buying trips to Europe. Many also have stuffed black
bears shot by Jumer in Siberia and Alaska.


NEWMONT MINING: Closes Carlin Mine
----------------------------------
Newmont Mining Corp. shut down Mill No. 4 at its Carlin
operations as scheduled last week, but all the workers were
absorbed in other operations and maintenance positions.
Mary Korpi, Newmont's director of external affairs for Nevada,
said there were no layoffs and the 39 hourly and salaried
employees went on to other Newmont jobs. Low gold prices forced
the closure. Newmont has been trimming costs and rearranging
milling efforts to keep expenses down. The mill was shut down for
a time last year, too, during layoffs at the Carlin operations.


PAGE AMERICA: Order Approves Disclosure Statement
-------------------------------------------------
The US Bankruptcy Court for the Southern District of New York
entered an order approving the Disclosure Statement and
Solicitation Procedures of the debtors, Page America Group, Inc.,
et al.


PARAGON TRADE: Seeks Extension of Solicitation Period
-----------------------------------------------------
The debtor, Paragon Trade Brands, Inc. seeks an extension of the
exclusive period during which only Paragon may solicit
acceptances to a plan of reorganization.  The auction and bidding
process has no concluded, and Paragon expects that it will
shortly be in a position to file an amended plan. Paragon now
seeks a 92-day extension of the Solicitation Period to and
including January 31, 2000, to provide Paragon with an adequate
period of time to solicit acceptances to the plan of
reorganization that Paragon ultimately pursues.

The debtor states that substantial progress has been made in the
case.  A stand-alone plan has been negotiated with the Creditors'
Committee.  AN auction process has taken place, and Paragon now
is in the process of determining which reorganization structure
is the most appropriate for this case.  Paragon believes that it
has made meaningful progress in its discussions with the Equity
Committee and paragon's creditor constituencies concerning an
allocation of value in this case that will result in a consensual
plan process.


PHONETEL: Downsizing To Cut Costs and Boost Earnings
----------------------------------------------------
Crain's Cleveland Business reports on October 11, 1999 that
PhoneTel Technologies Inc. will begin ripping out pay telephones
in an effort to cut costs and boost earnings.

The publicly traded pay telephone operator plans to tear out a
"significant number" of its 40,000 pay telephones over the next
several months, said John Chichester, PhoneTel's president and
CEO, who declined to be more specific.

''We will do a thorough analysis to make sure that every phone
that we own and operate is making a profit," he said.

Downsizing is old hat for Mr. Chichester, who once ran pay
telephone operations for Nynex Corp. of New York, which is now
part of Bell Atlantic Corp. During his tenure at Nynex, Mr. Chi-
chester reduced the number of pay telephones owned by Nynex in
New York to about 100,000 from 125,000 phones, he said.

PhoneTel, which filed for Chapter 11 bankruptcy protection in
July, expects to cut back support staff in areas where large
amounts of pay telephones are removed. Mr. Chichester declined to
speculate on how many people might lose their jobs.


PLANET HOLLYWOOD: Shut Down Avoids Liquor Hearing
-------------------------------------------------
The Chicago Daily Herald reports on October 13, 1999, that
by shutting its doors, Planet Hollywood apparently wriggled out
of trouble with the village of Gurnee for allegedly serving
alcohol to four underage sailors.

Planet Hollywood International Inc. exited its Gurnee Mills and
Chicago locations Monday.  Nine of the movie-themed restaurants
across the country were eliminated as part of Planet Hollywood's
Chapter 11 bankruptcy restructuring.

Gurnee Mayor Richard Welton had called a hearing for the possible
revocation of Planet Hollywood's liquor license Tuesday, but
canceled it after the restaurant closed.

If the restaurant had been convicted of violating Gurnee's liquor
ordinance, Welton, who as mayor automatically doubles as liquor
commissioner, could have temporarily pulled its license to serve
alcohol.

Village spokesman Brad Burke said he does not expect another
liquor commission hearing to be called for Planet Hollywood.

"I don't believe there's any recourse now," Burke said Tuesday.

Gurnee police said they were conducting routine identification
checks Oct. 2 and Sept. 13 when they found two underage Great
Lakes Naval Training Center sailors on each day drinking alcohol
in Planet Hollywood.


PRATT CASINO: Plan Confirmed on October 1, 1999
-----------------------------------------------
On October 1, 1999, the US Bankruptcy Court for the District of
Delaware entered an order confirming the debtors' second amended
joint plan of reorganization, as modified.  The court finds that
the plan is feasible and should be approved.  Claims of the PRT
Noteholders shall be considered Allowed Claims in the aggregate
amount of $85 million plus interest and the formation of Newco
(that is, Greate Bay Holdings, LLC) is approved.


SCOOP INC: Order Confirms Plan of Reorganization
------------------------------------------------
On October 5, 1999, the US Bankruptcy Court for the Central
District of California, Santa Ana Division entered an order
confirming the second amended plan or reorganization filed by
Scoop, Inc., debtor.


SGL CARBON: Seeks Extension of Exclusive Solicitation Period
------------------------------------------------------------
The debtor, SGL Carbon Corporation, seek to extend the exclusive
period in which to solicit acceptances to a plan of
reorganization.  The debtor seeks an extension of 120 days, to
February 9, 2000. Due to the debtor's size, with approximately
1,400 creditors, $425 million in prepetition claims, 1,200
employees , and plants and operations in seven states, the debtor
claims that it is necessary to extend the solicitation period in
this case.  The debtor faced unsettled, unliquidated antitrust
claims in which hundreds of millions of dollar in damages are
being sought as well as possible criminal charges and potentially
very large fines.  The debtor has also had to deal with a hostile
Creditors' Committee, and the debtor believes that it has
presented a feasible plan of reorganization, but has established
cause for an extension of the solicitation period.


STAR NEWCO: Seeks Extension of Exclusivity
------------------------------------------
The debtor, Star Newco, Inc. seeks an extension of the period
within which the debtor shall have the exclusive right to file a
plan of reorganization and to solicit acceptances thereof. The
debtor seeks an extension of the filing period by an additional
ninety days, through and including January 4, 2000 and the right
to solicit acceptances through March 4, 2000. The debtor asserts
that it is presently and has been providing the unsecured
Creditors Committee with information regarding the debtor's new
business plan and its current results which have shown positive
increases in sales indicating that debtors' business plan is not
unreasonable.

The debtor states that this case is complex, and the debtor must
resolve the environmental litigation in which it is involved
before it can file a plan.  The debtor claims to have reduced its
debt from $8.3 million to just under $5.3 million, and the debtor
has sold its Elgen Division in order to focus on its core
business.  The debtor is still analyzing the claims against the
company, and will finish the analysis upon completion of the
environmental litigation.


STUART ENTERTAINMENT: Seeks Approval of Disclosure statement
------------------------------------------------------------
The debtor, Stuart Entertainment seek approval of the debtor's
Disclosure Statement.  A hearing is set for October 27, 1999 at
12:00 noon, and the confirmation hearing is set for December 14,
1999 at 2:00 PM.  The plan makes certain changes regarding the
ability of holders of Notes to select a cash payment in lieu of
new common stock, the payment of fees and expenses of the
Indenture Trustee, and the ability for other holders of Notes,
aside from Contrarian Capital Management LLC to provide funding
for the cash payment option.


STUART ENTERTAINEMNT: Seeks Extension To Assume or Reject Leases
----------------------------------------------------------------
The debtor, Stuart Entertainment, Inc. seeks an extension of time
to assume or reject executory contracts and unexpired leases of
nonresidential real property. The debtor states that it requires
more time to make reliable determinations regarding the
assumption or rejection of the vast bulk of its executory
contracts and unexpired leases, and requests that the court grant
an additional sixty days after the expiration of the initial 60
day period.


SUN HEALTHCARE: Case Summary
----------------------------
Bankruptcy Case Nos.: 99-3657 through 99-3841, inclusive
Petition Date: October 14, 1999

Court:     United States Bankruptcy Court
            District of Delaware
            Marine Midland Plaza Building
            824 Market Street
            Wilmington, Delaware 19801

Judge:     The Honorable Mary F. Walrath

Circuit:   Third
         
Debtors' Lead Counsel:   Michael F. Walsh, Esq.
                         John J. Rapisardi, Esq.,
                         Paul D. Leake, Esq.
                         Weil, Gotshal & Manges LLP
                         767 Fifth Avenue
                         New York, NY 10153
                          Telephone 212-310-8000
                          Fax 212-310-8007

Debtors' Local Counsel:  Thomas L. Ambro, Esq.
                          Mark D. Collins, Esq.
                          Richards, Layton & Finger, P.A.
                          One Rodney Square
                          P.O. Box 551
                          Wilmington, DE 19899
                          (302) 658-6541

U.S. Trustee:  John D. "Jack" McLaughlin, Esq.
                Office of the United States Trustee
                Curtis Center, 9th Floor West
                901 Walnut Street
                Philadelphia, PA 19106
                (215) 597-4411

Reported Financial Condition as of June 30, 1999:

      Total Consolidated Assets:               $1,832,791,000

      Total Consolidated Liabilities           $2,142,400,000


SUN HEALTHCARE: Creditors With Largest Claims
---------------------------------------------
Creditors Under the Senior Credit Facility
Holding 20 Largest Claims Thereunder

Creditor                                Principal and Interest
--------                                 ---------------------
Van Kampen American Capital                        $67,418,237
Bank of America                                    $66,074,587
General Electric Capital                           $53,252,712
Foothill Partners II                               $49,705,751
PAM Capital Funding Highland Capital Management    $40,987,322
Credit Lyonnais                                    $33,045,897
Finova Capital                                     $33,045,729
Chase Manhattan Bank                               $31,463,579
ScotiaBanc                                         $28,915,012
Sumitomo Bank                                      $28,915,012
RaboBank Nederland                                 $28,356,919
Foothill Income Trust                              $20,653,581
Industrial Bank of Japan                           $20,653,581
Wells Fargo Bank                                   $20,653,581
Banque Paribas                                     $20,653,580
Dresdner                                           $20,653,580
Credit Suisse First Boston                         $20,653,580
Pamco Cayman Ltd                                   $18,738,161
Ares Leveraged Investment Fund                     $17,613,664
Senior Debt Portfolio (Eaton Vance)                $15,118,397


                 Bondholders Holding 20 Largest Claims

Creditor                               Bond Issue        Claim
--------                               ----------        -----
U.S. Bank Trust, as Indenture Trustee  9 1/2% Notes  $250,000,000
U.S. Bank Trust, as Indenture Trustee  9 3/8% Notes  $150,000,000
Bank of New York, as Indenture Trustee 6.0% Notes     $83,300,000
Sentinel Trust Company                 Walton IRB     $11,640,000
First Union National Bank              Ohio RRHRRB     $9,500,000
Sentinel Trust Company            Jacksonville IRB     $8,470,000
First Union National Bank          Okaloosa RRHRRB     $6,700,000
Sentinel Trust Company                Dade City IRB    $6,230,000
Bank of New York                     Mediplex 11.75%   $6,161,000
Sentinel Trust Company              Houston 1996 Ser.  $7,814,176
Sentinel Trust Company              Roane HEFB First   $4,185,000
Sentinel Trust Company             Highlands Co. IRB   $4,165,000
Sentinel Trust Company              Jackson 1989 Ser.  $2,985,000
Sentinel Trust Company              Dublin IRB         $2,645,000
Sentinel Trust Company               Sumner Co. 1989   $2,515,000
SunTrust Bank, Central Florida       Nursing Fac. RRB  $2,504,785
Sentinel Trust Company               Jackson 1997 Ser. $2,440,000
Sentinel Trust Company               Rome-Floyd 96     $2,405,000
Sentinel Trust Company               Jacksonville 1994 $1,900,000
Sentinel Trust Company               Americus-Sumter   $1,840,000


                     20 Largest Unsecured Creditors
                Excluding Bank Debt, Bond Debt and Lessors

Creditor                     Nature of Claim       Amount
--------                     ---------------       ------
Crestwood Hospitals, Inc.    Debt Instrument     $6,460,856
Portsbridge Hospice, Ga,     Earnouts            $3,900,000
Continental Medical Systems, Inc.    Note        $3,702,544
Biopath Clinical Laboratories       Earnouts     $3,300,000
Portsbridge                   Debt Instrument    $2,967,100
Accelerated Care Plus               Earnouts     $2,400,000
Homed Convalescent                  Earnouts     $1,900,000
Contour Medical Supply              Trade Debt   $1,618,923
TLC Mobile Med                      Earnouts     $1,500,000
Trestles Healthcare, Inc.     Promissory Note    $1,050,000
Jewel F. Cooper, et al.       Debt Instrument       $863,415
Med Services, Inc.                  Earnouts        $800,000
Alliant                           Trade Debt        $715,835
Med Services, Inc.            Promissory Note       $700,000
York Promissory Note          Promissory Note       $676,112
Valley Digital X-Ray, Inc.           Earnouts       $600,000
Nuroflex                             Earnouts       $600,000
Bank Of America                    Trade Debt       $577,599
Hewlett Packard                    Trade Debt       $525,376
Select Medical Corporation         Trade Debt       $439,653


SUN HEALTHCARE: Files Chapter 11
--------------------------------
Listing consolidated assets of $1.8 billion and consolidated
liabilities of $2.1 billion, Sun Healthcare Group Inc. and 186
affiliates filed chapter 11 yesterday in the U.S. Bankruptcy
Court for the District of Delaware, according to Reuters. The
Albuquerque, N.M.-based nursing home operator said reduced
Medicare compensation coupled with reduced demand for its
services has made it difficult to manage its debt. Sun Healthcare
has an agreement for $200 million debtor-in-possession financing
from CIT Group Business Credit Inc. and Heller Healthcare Finance
Inc. Sun recorded $1.4 billion in losses from October 1998
through June. Sun, which provides care to about 40,000 people at
320 nursing homes around the country, is the second-largest
nursing home chain to file for bankruptcy protection recently;
Vencor Inc., Louisville, Ky., filed for chapter 11 protection in
September with $1.4 billion in liabilities. Vencor and Sun have
both cited deep Medicare cuts implemented last year. Sun Chairman
and CEO Andrew L. Turner said, "Deep cuts in Medicare
reimbursement exceeded all industry expectations." Sun already
has cut more than 10,000 jobs and missed several debt payment
deadlines this year. In addition, investors have filed a number
of lawsuits against the company alleging that the company should
have known the new reimbursement system would hurt earnings
and that it should have warned shareholders. (ABI 15-Oct-99)


SUN HEALTHCARE: Omega Healthcare Investors Announces Agreement
--------------------------------------------------------------
Omega Healthcare Investors, a real estate investment trust
(REIT), said yesterday that it and Sun Healthcare Group Inc. have
entered into an agreement related to the company's chapter 11
filing yesterday. According to a newswire report, Omega owns and
leases 54 properties to Sun under long-term operating leases
involving an original Omega investment of $239 million and annual
current rents of $25.3 million. Per the agreement, which is
subject to the bankruptcy court's approval, Omega's funds from
operations would be reduced by $1.8 million annually beginning
in the fourth quarter. The agreement also provides that Omega
will not take any action to recover ownership of the properties
or otherwise enforce its rights, pending the court's approval
of the agreement. The agreement is intended to result in
confirmation of master leases, or one lease for multiple
facilities, for 50 health care properties in 14 states. Sun is
current in its rental payments to Omega through October. Omega
expects the agreement will be confirmed within about 45 days.
(ABI 15-Oct-99)


UNITED COMPANIES: Seeks Extension of Exclusivity
------------------------------------------------
The debtors, United Companies Financial Corporation, et al. seek
court authority to extend the exclusive period during which the
debtors may file a plan of reorganization and solicit acceptances
thereto.  The debtors seek a further extension of their exclusive
period s for a period of 120 days up to and including February
26, 2000 and April 27, 2000 respectively.  The debtors believe
that the facts and circumstances of these cases support an
extension of Exclusivity. The debtors have devoted substantial
time to stabilize their operations.  The debtors sold
substantially all of its loan origination business to Aegis.  The
debtors have developed a strategy for enhancing the quality of
the Servicing Business, which currently services a loan portfolio
of approximately $6.1 billion.  the debtors' business strategy is
to enter a transaction with a third party that will result in the
assumption by an experienced and qualified subservicer of all of
the servicing functions set forth in the debtors' pooling and
servicing agreements.   In addition to a Subservicing
Transaction, the debtors are in the process of determining the
most efficient and profitable strategy with respect to foreclosed
properties and owned whole loans.  The debtors are seeking a bulk
sale of their REO ("real estate owned") properties, which they
have acquired through defaulted loans, and they are also in the
process of selecting an advisor to assist in developing a
strategy for their portfolio of owned loans in order to maximize
its value.

The future configuration of the debtors' business is dependent
upon the structure of the Servicing Transaction and the treatment
of the REO properties and the owned loan portfolio.  Until they
are completed, the debtors cannot develop their business plan,
therefore they seek the extension of their exclusive periods to
foster the reorganization process.


VENCOR: Current Members of Committee
------------------------------------
The United States Trustee for Region III, pursuant to 11 U.S.C.
Sec. 1102(a)(1), amends the Notice of Appointment to reflect
Mutual Series' proper name.  Accordingly, the current members of
the Committee are:

      (1) HSBC Bank USA, as Indenture Trustee
          140 Broadway, 12th Floor
          New York, NY 10005
               Attention: Metin Caner, 212-658-6564

      (2) Appaloosa Investment Limited Partnership (I)
          26 Main Street, 1st Floor
          Chatham, NJ 07928
               Attention: Ken Maiman, 973-701-7000

      (3) Mutual Shares Fund
          51 John F. Kennedy Parkway
          Short Hills, NJ 07078
               Attention: Jeffrey Altman, 973-912-2152

      (4) The Bank of New York, as Indenture Trustee
          101 Barclay Street, Floor 21-West
          New York, NY 10286
               Attention: Gary Bush, 212-815-3964

      (5) Ventas, Inc.
          4360 Brownsboro Road, Suite 115
          Louisville, KY 40207
               Attention: John C. Thompson, 502-357-9000

      (6) MEDIQ/PRN Life Support Services, Inc.
          One Mediq Plaza
          Pennsauken, NJ 08110
               Attention: Alan S. Einhorn, 856-662-3200

      (7) Boise Cascade Office Products Corp.
          1501 Woodfield Road, Suite 200 East
          Schaumburg, IL 60174
               Attention: Leonard William Jersey, 847-969-2728


VERITEC: Emerges from Chapter 11
--------------------------------
Veritec Inc. (OTC Bulletin Board: VRTC) announced that it has met
all of the terms and conditions of its Confirmed Plan of
Reorganization and has been issued a Final Decree by the United
States Federal Bankruptcy Court.

Funding of $2,000,000 in cash and assets in conformance with the
Plan of Reorganization has been provided by The Matthews Group,
LLC., and 275,000 shares of the Company's Series H Preferred
Stock has been issued for this investment.  The Series H
Preferred Stock is convertible into 2,750,000 shares of the
Company's Common Stock at the option of the holder.

Post Confirmation debt of approximately $700,000 will be
exchanged for the Company's restricted common stock at $0.80 a
share.  After this debt for equity exchange, the Company will
have little debt and will be in a strong financial position to
move quickly into an aggressive sales and marketing program,
stated Larry Matthews, President.

Matthews also stated that the Company is now current in all of
its filings with the Securities and Exchange Commission and all
tax filings with the Federal and State Governments.

In conjunction with the investment by the Matthews Group, there
have been several changes in the Officers and Board of Directors.  
Larry Matthews has been appointed as a Director, Chairman,
President and Chief Executive Officer. Other appointments to the
Board of Directors are Ms. Van Thuy Tran, Dr. Helen Laib and
Steve Holtze.  Resignations from the Board of Directors included
Roy Salisbury and Howard Behling.  Mr. Behling resigned from the
Board on October 12, 1999, citing "conflict of interests."
Directors Roger Bailey and Wolodymyr Starosolsky remain on the
Board.

As part of the Company's new operations, the Corporate
Headquarters has been moved to 1430 Orcla Drive, Golden Valley,
MN 55427.  A Western Regional Operations Office will be
maintained in Van Nuys, California.

Veritec is in the business of selling and installing Automatic
Data Collection Systems and Integration using industry standard
machine-readable symbols, in addition to its proprietary VERICODE
symbol.  Veritec is currently adding to its operations and
management team to accommodate the wide range of global
opportunities that this emerging technology creates.

                  
                     *********

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

Bond pricing, appearing in each Friday edition of the TCR, is
provided by DLS Capital Partners, Dallas, Texas.

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

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

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

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
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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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