TCR_Public/991102.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      Tuesday, November 2, 1999, Vol. 3, No. 212

AMERICAN FAMILY ENTERPRISES: Class Action Settlement Imminent
AMERICAN SKIING: Fiscal Year-End Figures:Revenues Down, Losses Up
AMERITEL: USCI's Subsidiary Files for Bankruptcy

BOSTON CHICKEN: Court Grants Exclusivity Extension
BREED TECHNOLOGIES: For $200M It Could Be Yours
BRUNO'S: Amendment To Plan
CENTRAL EUROPEAN: 17.27% Of Stock An "Attractive Investment"
COMMERCIAL FINANCIAL: Objects To Attorneys For ABS Committee

COSTILLA ENERGY: Applies To Retain Investment Bankers
COSTILLA ENERGY: Seeks Approval To Assume Farmout Agreements
COSTILLA ENERGY: Seeks Authority To Pay Operators
FORSTMANN & CO: Notice of Sale of Assets
GREATE BAY CASINO: Sells Stock In Pratt Casino Corp.

HARNISCHFEGER: Court Extends Exclusivity
HARVARD PILGIRM: Massachusetts HMO Says Bankruptcy Is Not Near
HEALTHCOR: Creditors' Committee Objects To Settlement
ICO: Cell Phone Mogul to Assist ICO in Emerging from Bankruptcy
IMAGYN MEDICAL: Notice Of Order Confirming Plan

JUMBOSPORTS: Seeks Approval of Agency Agreement with Liquidator
LAMONTS APPAREL: Extension Of Loan - Renewal Of Credit
LEVITZ: Motion To Release & Distribute Escrowed Funds
NATURAL GAS: AGLC Obtains Interim Relief in Bankruptcy
PHONETEL: Court Confirms Pre-Packaged Plan

POWER DESIGNS: DIP Reports Figures For Periods Ended 12/31/98
PREMIER SALONS: Files for Bankruptcy Protection
PSI INDUSTRIES: Creditors' Committee Taps Lehman of Tew, Cardenas
STARTER: Seeks Extension of Exclusivity

SUN HEALTHCARE: Government Seeks Stay of DIP Order Pending Appeal
THORN APPLE VALLEY: Stipulation To Extend Exclusivity
VENCOR: Committee Taps Wachtell, Lipton, Rosen & Katz
VENTAS: Agreement With Lenders On Long-term Debt Restructuring
WSR CORP: Charon Investments Objects To Bonus Program
WSR CORP: Charon Investments Objects To Exclusivity Extension

Meetings, Conferences and Seminars

AMERICAN FAMILY ENTERPRISES: Class Action Settlement Imminent
In the wake of the Chapter 11 bankruptcy filing of sweepstakes
promoter American Family Publishers earlier today, attorneys
for plaintiffs in class action lawsuits against the company
pending in federal court confirmed that they have reached an
agreement in principle to settle the cases, brought by customers
who claim they were misled by the company's mailings.

Guy Burns, one of the lead attorneys for the plaintiffs,
explained that "in light of AFP's financial situation, we felt it
was critical to make adequate provision for those customers who
may have been misled by the company's sweepstakes promotions."

Lead plaintiffs' attorney Elizabeth Cabraser stated that "we are
working diligently on the terms of an agreement to protect the
interests of class members in the context of AFP's Chapter 11

The terms of the proposed settlement remain confidential at this
time, by order of the Court, but the plaintiffs' lawyers
anticipate that the details will be announced shortly. There is
nothing for customers of American Family Publishers to do at this
time. Once the details of the proposed settlement have been
finalized, notice will be given advising customers of their
rights and the procedures to be followed in making a claim.
Sweepstakes company American Family Enterprises, Jersey City,
N.J., filed for chapter 11 protection on Oct. 29 in order to help
settle dozens of lawsuits alleging deceptive advertising
practices over the sweepstakes, according to the Associated
Press. The well known sweepstakes company, advertised by Dick
Clark and Ed McMahon, also announced that it has reached an
agreement in principle to settle the lawsuits, which have been
consolidated in a federal court in New Jersey. The company said
that no prize winners have been affected, that there is no impact
for consumers and that the Nov. 24 and Jan. 31 drawings, for $1
million and  $10 million respectively, are still scheduled and
that all entries are valid. The company said the money for its
contests is "pre-funded" and "held in trust by federally insured
independent financial institutions until the award date." The
assets and liabilities and the list of the largest creditors have
not been made available yet. American Family sponsors the
American Family Publishers sweepstakes; its past mailings have
been criticized for giving people the impression that they had
won or that they needed to buy a magazine subscription to enter
the sweepstakes. Publishers Clearing House, another major
sweepstakes operator, also has been sued by nine states
because of its advertising practices. American Family admitted no
wrongdoing in its proposed settlements with the states, but the
company did agree to change is marketing practices. In August,
the Senate voted to put new restrictions on the industry, but the
House has not yet acted on similar legislation.

AMERICAN SKIING: Fiscal Year-End Figures:Revenues Down, Losses Up
American Skiing Company is organized as a holding company and  
operates through various subsidiaries.   The parent and its
subsidiaries is the largest operator of alpine ski and snowboard  
resorts in the United States.  In the 1998-99 ski season, the
company's resorts generated  approximately 5.1 million skier
visits representing approximately  9.8% of total skier visits in
the United States.  The company's business includes nine ski
resorts, several of which are among the largest in the United
States including: (i) Steamboat, the fourth largest ski resort in
the United  States with over 1.0 million skier visits during the
1998-99 ski season, (ii) Killington, the fifth largest resort in
the United States with approximately 978,000 skier visits during
the 1998-99 season, (iii) Heavenly, which ranked as the second
largest resort in the Pacific West region and the eighth largest
resort in the United  States with approximately 932,000 skier
visits during the 1998-99 ski season; and (iv) three of the four
largest resorts in the Northeast (Killington,  Sunday
River, and Mount Snow/Haystack) where the company enjoys a 24%
market share. In addition, management believes that its portfolio
of resorts includes one of the most significant growth
opportunities in North American skiing at The Canyons in Utah.
The Canyons' dramatic terrain is favorably located, with direct
highway access to the Salt Lake International Airport, and is in
close proximity to most alpine venues of the 2002 Winter Olympic

In addition to operating alpine resorts, the company develops
mountainside real estate which complements the expansion of its
on-mountain operations.  The company has created an interval
ownership product, the Grand Summit Hotel, in which individuals
purchase quartershare interval interests while the company
retains ownership of core hotel and commercial properties.  The
initial sale of quartershare units typically generates a high
profit margin, and the company derives a continuing revenue
stream from operating the hotel's retail, restaurant and
conference facilities and from renting quartershare interval
interests when not in use by their owners.  The company is
developing alpine resort villages at prime locations  within five
of its resorts designed to fit that resort's individual
characteristics.  American Skiing currently operates six Grand
Summit Hotels -- two hotels at Sunday River and one hotel each at
Attitash,  Mount Snow, Sugarloaf and Killington.  Two additional
Grand Summit Hotels are under construction at The Canyons and
Steamboat.  The company also operates golf courses at its resorts
and conducts other off-season activities, which accounted for
approximately 12% of the company's resort revenues for fiscal

American Skiing's revenues, earnings before interest expense,
income taxes, depreciation and amortization ("EBITDA")and net
loss available  to common shareholders  for its 1999 fiscal year
were $317.1 million,  $40.6 million, and $32.3 million,
respectively. For comparison, fiscal 1998 showed net revenues of
$338,566 and net losses of $12,274.

AMERITEL: USCI's Subsidiary Files for Bankruptcy
Ameritel Communications Inc., a wholly owned subsidiary of USCI
Inc., filed chapter 11 in the Southern District of New York,
according to a newswire report. Ameritel, which is headquartered
in Norcross, GA., but has a customer base largely located in the
New York metropolitan area, will continue serving customers
through the reorganization. Ameritel plans to emerge from
bankruptcy a smaller and more competitive company.(ABI 01-Nov-99)

Debtor:  Bell Geospace, Inc.
         #2 Northpoint Drive, Suite 400
         Houston, Texas 77060

Court: District of Delaware

Case No.: 99-3551    Filed: 10/06/99    Chapter: 11

Debtor's Counsel:  

Jeffrey C. Wisler, Henry Gallagher  
Connolly, Bove, Lodge & Hutz
1220 market Street, PO Box 2207
Wilmington, DE 19899

BOSTON CHICKEN: Court Grants Exclusivity Extension
With the Debtors' consent to grant the Committee and the 1996
Lenders the right to terminate exclusivity on 10-days' notice,
Judge Case granted a third extension of the Debtors' exclusive
period during which to propose a plan of reorganization through
October 31, 1999, together with an extension of the Debtors'
exclusive periods within which to solicit acceptances of that
plan through December 31, 1999. (Boston Chicken Bankruptcy News;
Issue 17; Bankruptcy Creditor's Service Inc.)               

BREED TECHNOLOGIES: For $200M It Could Be Yours
According to the Daily Bankruptcy Review on November 1, 1999,
Schultze Asset Management LLC thinks a $200 million investment
will be "more than enough" to acquire a controlling interest in
Breed Technologies Inc., according to the distressed investment
fund's President. George Schultze said he has a very different
opinion than that of a source close to Breed who said on Oct. 27
that $200 million would not nearly be enough to gain a
controlling stake in the automobile occupant restraint supplier.
"Given the economics, I would seriously question your source who
stated that $200 million would not be enough," said Schultze.

BRUNO'S: Amendment To Plan
An eleventh-hour modification to the plan increases distributions
to Class 5 General Unsecured Creditors increasing their recovery
to 30 cents-on-the-dollar.  In the aggregate, the modification
increases the value delivered to creditors under the Debtors'
Plan by $5,000,000.

The Debtors have mailed their Second Amended Joint Disclosure
Statement and a copy of their Second Amended Joint Plan of
Reorganization to all creditors and other parties in interest.  
The package includes negative solicitation letters from W.R. huff
Asset Management Co., L.L.C., and Mr. Haskell.  Huff
suggests that it is ready, willing and able to propose an
alternative plan of reorganization that will deliver greater
value to creditors.  

In a letter to the Debtors' General Unsecured Creditors, the
Committee urges all creditors to vote to accept the Second
Amended Joint Plan.  The Committee is persuaded that the Debtors'
delivery of cash to Class 5 Creditors is preferable than
consideration of alternative plan structures given the intense
negotiations that culminated in the Second Amended Joint
Plan.  Point-by-point, the Committee counters Huff's and
Haskell's negative solicitation materials, favoring certainty
over speculative recoveries under an alternative plan.  

Creditors must cast their ballots by December 1, 1999.  Judge
Robinson has scheduled a two-day confirmation hearing for
December 20 and 21 to accommodate what Huff and Haskell propose
will be a knock-down, drag-out contested confirmation hearing,
with the issues squarely focused on (i) the inferiority of the
Second Amended Plan as compared to alternative plan proposals and
(ii) the propriety of granting broad releases to KKR.

CENTRAL EUROPEAN: 17.27% Of Stock An "Attractive Investment"
Earlier in the month of October it was reported that 3,196,818,
or 17.27%, of the outstanding shares of common stock of Central
European Media Enterprises was beneficially owned, with shared
voting and dispositive powers by: Dr. Andrei V. Tsimailo,
Elemental Limited, Media Most B.V., Media Most Limited, Vladimir
A. Goussinsky and Zao Media Most.  The shares held relate to
shares held for the account of EL.

EL is a Gibraltar company whose current principal business is the
purchasing of shares. Media Most Ltd. is a Gibraltar company with
its principal business that of investing in, and managing, media
and telecommunications companies.  Media Most BV is a Netherlands
company whose principal business, like that of Media Most Ltd. is
investing  in, and managing, media and telecommunications
companies.  ZAO Media Most is a Russian company also engaged in
the principal business of investing in, and managing, media and
telecommunications companies.  Dr. Tsimialo is a citizen of the
Russian Federation.  The principal occupation of Dr.
Tsimailo is serving as First Vice-Chairman of the Board of ZAO
Media Most, which is carried out at ZAO Media Most's principal

Mr. Goussinsky is a citizen of the Russian Federation and Israel.  
The principal occupations of Mr. Goussinsky are serving as
Chairman of the Board of ZAO Media Most, Company Executive of
Media Most Ltd. and Chairman of the Board of NTV Broadcasting
Company, a Russian company, that are carried out at ZAO Media
Most's principal address.

EL is a wholly owned subsidiary of Media Most Ltd, as a result
Media Most Ltd. may be deemed the beneficial owner of the shares
held for the account of EL. Media Most Ltd. is a wholly owned  
subsidiary of Media Most BV, as a result Media Most BV may be
deemed the beneficial  owner of the  shares held for the  account
of EL. Media Most BV is a wholly owned  subsidiary of ZAO Media
Most, as a result  ZAO Media Most may be deemed  the beneficial
owner of the shares held for the account of EL. Dr. Tsimailo,  by
virtue of his position  as First  Vice-Chairman  of the  Board of
ZAO Media Most, may be  deemed  the beneficial  owner of the
shares held for the account of EL. Mr. Goussinsky,  by virtue of
his  position  as Chairman of the Board of ZAO Media Most, may be
deemed the beneficial owner of the shares held for the account of

Approximately $6,069,899 was expended to purchase the securities.  
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 acquired for the account of EL were acquired
because the securities are considered to be an attractive

COMMERCIAL FINANCIAL: Objects To Attorneys For ABS Committee
Commercial Financial Services, Inc., debtor, responds to the
application of the Official Committee of Asset-Backed Security
Holders ("ABS Committee") to employ Kilpatrick Stockton LLP as
legal counsel.

In February 1999, the ABS Committee filed applications to retain
Fried Frank and Gable & Gotwals as its counsel.  Now the
Committee seeks to employ Kilpatrick to replace Fried Frank.  The
Committee states that Gable & Gotwals is fully able to represent
the Committee.  Six of the thirteen original voting members of
the Committee have quit.  With regard to plan negotiation,
formulation and confirmation, CFS believes that together with
Gable & Gotwals, the securitization trustees, the active and
major ABS Holders, and perhaps the securities fraud plaintiffs'
lawyers, there are already more than sufficient capable
representatives of ABS interests, such that more counsel is
unnecessary and unwarranted.

COSTILLA ENERGY: Applies To Retain Investment Bankers
The debtor, Costilla Energy, Inc., seeks court approval of
retention of Petrie Parkman & Co., Inc. as investment bankers.  
On May 18, 1999, Petrie Parkman was retained by the debtor to
assist in analyzing options available to the debtor to
restructure the debtor's existing financial obligations.  Petrie
Parkman has assisted the debtor in obtaining investment proposals
in the months leading to the filing of the voluntray petition.  
The debtor seeks to continue the employment of the firm, due to
the advantage of continuity provided by the firm's services.

COSTILLA ENERGY: Seeks Approval To Assume Farmout Agreements
The debtor, Costilla Energy Inc. is engaged in the business of
exploration for and development and production of oil and natural
gas in South Texas, and the Permian Basin region of West Texas
and Southeast New Mexico and East Texas.

The debtor seeks the court's approval of the debtor's assumption
of the Farmout Agreements with JUD, LC, Canyon Oil & Gas
Exploration LLC and Walter Oil & Gas Exploration Corp.  The
debtor believes that the terms of the Farmout Agreements are all
beneficial to the debtor and that the wells are viable.

COSTILLA ENERGY: Seeks Authority To Pay Operators
Costilla Energy's prepetition non-operating payables total $1.01
million.  As a result of not paying these expenses, several
operators are recovering their oil and gas expenses from Costilla
by applying Costilla's production proceeds to satisfy their oil &
gas expenses and then remitting the remainder of production
proceeds to Costilla. This process has placed a significant
administrative nad accounting burden on Costilla to reconcile and
properly account for its true production proceeds and oil and gas
expenses.  While Costilla contests the operators' ability to
recoup their Oil and gas expenses from production proceeds, they
do not want to litigate this issue, and Costilla has budgeted
sufficient funds to satisfy the outstanding non-op payable is the
budget approved in the cash collateral order.

Approval to pay the Non-op payables will stabilize Costilla's
revenue projections and maximize its revenue realization from
production proceeds by minimizing the administrative, legal, and
accounting costs associated with procuring production proceeds
from the operators, thereby preserving and protecting Costilla's

FORSTMANN & CO: Notice of Sale of Assets
Forstmann & Company, Inc. and Forstmann Apparel, Inc., debtors,
seek entry of an order authorizing the sale of substantially all
of its assets.  A hearing on the motion is scheduled for November
4, 1999 at 11:00 AM.  The debtor has entered into an Asset
Purchase Agreement with Victor Forstmann, Inc. for the sale of
substantially all of the assets.  The aggregate purchase price
for the assets and certain executory contracts and unexpired
leases is $16 million, subject to certain adjustments.

GREATE BAY CASINO: Sells Stock In Pratt Casino Corp.
On October 13, 1999, Greate Bay Casino Corporation sold its stock
in Pratt Casino Corporation, an indirect wholly owned subsidiary,
to Hollywood Casino Corporation for nominal consideration. The
sale of Pratt Casino Corporation by Greate Bay was part of a
restructuring of Pratt Casino Corp. and its subsidiaries under a
plan of reorganization confirmed by the United States Bankruptcy
Court for the District of Delaware on October 1, 1999. When sold
to Hollywood Casino Corp., Pratt Casino Corporation's assets
consisted of its limited partnership interest in a management
contract for Hollywood Casino Corporation's casino in Aurora,
Illinois and a consulting contract for Hollywood Casino
Corporation's casino in Tunica, Mississippi valued in the
aggregate at approximately $40.3 million.  Pratt Casino
Corporation's liabilities consisted of an obligation in the
amount of $40.3 million payable in satisfaction of certain notes
issued by a Pratt Casino subsidiary and guaranteed by Pratt
Casino which were in default. Pratt Casino's obligation was paid
on October 14, 1999 with the portion of proceeds from Hollywood
Casino Corporation's issue of $360 million of Senior Secured
Notes escrowed for the purpose.

The noteholders also received 100% of the assets of Pratt Casino
Corporation not sold to Hollywood Casino Corporation consisting
primarily of claims against the Greate Bay Casino Corp.
subsidiaries which own and operate the Sands Hotel and Casino in
Atlantic City, New Jersey. Such entities are presently under the
supervision of the United States Bankruptcy Court for the
District of New Jersey and Greate Bay Casino Corp. does not
expect to have ownership or management control of the
subsidiaries after reorganization.

It is anticipated that Greate Bay Casino Corp. will record a
charge to non-operating expenses in the approximate amount of
$775,000 during the fourth quarter of 1999 representing the
transfer of its claims for the benefit of the noteholders.
Neither the gain on forgiveness of debt resulting from the
settlement of the notes for less than their face amount nor the
subsequent sale of Pratt Casino Corp. to Hollywood Casino Corp.
are expected to have a material impact on the consolidated
financial statements of Greate Bay Casino Corp. during the fourth
quarter of 1999 since the latter's investment in Pratt was
revalued to a zero basis and substantially all receivables from
Pratt and its subsidiaries were fully reserved in May 1999.

Prior to December 31, 1996, Greate Bay Casino Corp. was an
approximately 80% owned subsidiary of Hollywood Casino Corp. On
December 31, 1996, Hollywood Casino Corp. distributed the common
stock of Greate Bay Casino Corp. owned by Hollywood Casino Corp.
to its shareholders.

The plan of reorganization of Pratt Casino Corp. and its
subsidiaries was confirmed by the United States Bankruptcy Court
for the District of Delaware on October 1, 1999.

HARNISCHFEGER: Court Extends Exclusivity
The Debtors' attention has been consumed by the on-going cash
losses at Beloit and their attention will be consumed during the
next several months as they attempt to sell Beloit, James H.M.
Sprayregen, Esq., representing the Debtors, told Judge Walsh at a

Providing the Court with additional information about Beloit, Mr.
Sprayregen related:

* Beloit has posted continuous losses for some time and the
Debtors are convinced that they cannot turn that trend around in
their chapter 11 cases;

* The Debtors are convinced that value for their estates is
maximized through a sale of Beloit -- as a whole or in parts --
to a small universe of logical purchasers;

* PricewaterhouseCoopers Securities has been asked to contact
logical purchasers, educate those purchasers (many of which are
foreign) about the chapter 11 process, and pull together a
comprehensive sales and marketing campaign;

* Robert Dangremond, serving as the Debtors' Chief Restructuring
Officer, is the point person who will coordinate and orchestrate
Beloit's sale;

* The Debtors -- with input from the Committee -- intend to
present the Court with a comprehensive sale procedures motion in
short order; and

* The Debtors envision, at this time, an auction of Beloit's
assets near Thanksgiving and the closing of a sale in December.

To satisfy the concerns expressed by the Committee, the Debtors,
Mr. Sprayregen advised, have agreed to:

* provide the Committee and its financial advisors with daily
financial reports;

* make their management personnel available to the Committee;

* permit the Committee's financial advisors -- principally
Houlihan Lokey Howard & Zulkin -- to be intimately involved in
the Beloit Sale; and

* grant the Committee the opportunity to give its input into
major decisions.

James Bromley, Esq., representing the Committee, confirmed for
Judge Walsh that, given the Debtors' willingness to include the
Committee in the decision-making processes and supply them with
detailed information, the Committee supports the Debtors' request
for an extension of its exclusive periods.  

The cash burn at Beloit -- already topping $115,000,000 -- is of
prime concern to the Committee, Mr. Bromley noted.  The Committee
is supportive of a Beloit Sale and is anxious to participate in
the process.  

With that, Judge Walsh ruled that the Debtors have, in fact,
shown cause for an extension of their exclusive periods.  
Accordingly, the Debtors shall have (i) the exclusive right to
propose a plan of reorganization in these chapter 11 cases
through February 7, 2000 and (ii) the exclusive right to solicit
acceptances of such plan through April 7, 2000. (Harnischfeger
Bankruptcy News Issue 13; Bankruptcy Creditor's Service Inc.)

HARVARD PILGIRM: Massachusetts HMO Says Bankruptcy Is Not Near
Harvard Pilgrim Health Care, the largest health maintenance
organization (HMO)in Massachusetts, said on Friday that it is not
on the brink of bankruptcy and that it expects to break even by
the end of next year, Reuters reported. A company spokesperson
said that the Boston Herald's report on Friday that six Boston
hospitals are "moving to secure a place in a line of creditors"
if Harvard Pilgrim files for bankruptcy was "irresponsible." The
Herald also reported that Harvard Pilgrim owes the hospitals more
than $30 million. Although Harvard Pilgrim lost $54 million last
year and expects to lose about $80 million this year in
Massachusetts, the company said it has adequate cash on hand,
reserves and money owed to it to pay all of its claims and
obligations. The company also said a new financial plan in place
should restore the HMO to health by the end of next year. (ABI

HEALTHCOR: Creditors' Committee Objects To Settlement
As of the petition date, a class of shareholders of the debtor
reached a settlement with the debtor, its former officers and
directors, and the debtor's insurer, Chubb Insurance Company,
under which the class plaintiffs would receive $2.8 million from
Chubb to settle all claims arising from an action for damages
arising from alleged misrepresentations and other violations of
federal securities law.

The creditors' committee believes that approval of the settlement
motion is not in the best interests of the debtor's estate
because it would exhaust insurance proceeds that might otherwise
be available to the estate, distribute potential property of the
estate other than under a plan of reorganization and derogation
of section 510(b) of the Bankruptcy Code and could violate the
automatic stay.  The Committee requests that the court determine
the interest of the debtor in the relevant insurance proceeds and
the extent to which the debtor's estate would be prejudiced by
approval of the settlement motion.

ICO: Cell Phone Mogul to Assist ICO in Emerging from Bankruptcy
ICO Global Communications (Holdings) Ltd. announced that
its board has approved a financing plan whereby
telecommunications pioneer Craig O. McCaw and his affiliated
companies Teledesic LLC and Eagle River Investments
LLC will lead a group of international investors that will
provide up to $ 1.2 billion to ICO.  Under an agreement reached
on Oct. 31, 1999, McCaw and his affiliates will lead a group of
existing ICO investors to provide $ 225 million in DIP financing
expected to be completed by Nov. 8, 1999, as well as $275 million
in a second financing round expected to be completed by the end
of January 2000. (Debtor-in-possession financing is interim debt
financing that would be converted into equity when the company
emerges from bankruptcy.) McCaw and his affiliates have also
agreed to underwrite the remaining $ 700 million exit financing
expected to be completed by second quarter 2000 upon consummation
of the reorganization plan. He will invite existing and
additional strategic and financial investors in ICO to
participate in this remaining portion of financing.  McCaw,
chairman of Teledesic and Eagle River, said, "It is our hope that
by working with ICO's team and international partners we can
bring the company back to good health and make a contribution to
global communications, particularly in the developing world. We
recognize that this is a big job and that there's a lot of work
ahead of us. Our investment in ICO marks the first step in our
strategy to widen the technological tools at our disposal and
serve a broader group of customers." The McCaw-led investment
will enable ICO to raise the $ 1.2 billion it needs to complete
the build-out of its system and to provide working capital to the
company up to the launch of its global mobile satellite services
in the second quarter of 2001.  The investment is subject to
approval of the U.S. Bankruptcy Court, the Bermuda and Cayman
Island courts as well as certain other conditions.

ICO Global Communications (Nasdaq:ICOFQ) was established in
January 1995 as a private company to provide global mobile
personal communications services by satellite, including digital
voice, data, facsimile, high-penetration notification, and
messaging services. ICO Global Communications was listed on
Nasdaq in July 1998. The stock was suspended from trading when
the company filed for Chapter 11 protection on Aug. 27, 1999.  
Craig McCaw is chairman of Teledesic LLC, which is building a
global broadband Internet-in-the-Sky satellite communications
network. McCaw and Microsoft founder Bill Gates are the company's
two primary founding investors. Strategic investors also include
Motorola, Saudi Prince Alwaleed Bin Talal and The Boeing Company.
Teledesic (pronounced "tel-eh-DEH-sic") is a private company
based in Bellevue, Wash., a suburb of Seattle.

IMAGYN MEDICAL: Notice Of Order Confirming Plan
Imagyn Medical Technologies, Inc. et al., filed notice of entry
of order confirming the debtors' joint amended plan of
reorganization dated September 10, 1999 as modified on October
18, 1999.

JUMBOSPORTS: Seeks Approval of Agency Agreement with Liquidator
The debtors, JumboSports, Inc. and its affiliates, seek approval
of the going out of business sales, procedure to reject unexpired
leases and the debtors' retention of liquidators subject to
higher and better offers.

The debtors have entered into an Agency Agreement with Buxbaum
Group & Associates, Inc., Nassi Group LLC and Alco Capital Group,
LLC, a joint venture.  A hearing will be held on November 4,

The debtor represents that the aggregate retail price of the
merchandise as of the sale commencement date will not be less
than $112 million.  The liquidators guaranty a minimum sum of
53.25% of the aggregate retail price of the merchandise, and to
the extent that proceeds exceed 63% of the aggregate retail price
of the merchandise the debtor shall receive 50% of the proceeds
in excess of the 63% threshold.

LAMONTS APPAREL: Extension Of Loan - Renewal Of Credit
Lamonts Apparel, Inc. and certain financial institutions and
BankBoston, N.A., as agent, have entered into a Seventh
Amendment, dated October 13, 1999, to the Amended and Restated
Debtor in Possession and Exit Financing Loan Agreement, dated
September 26, 1997. Among other things, the Seventh Amendment
provides for (i) renewal of the revolving credit facility
through January 31, 2002, (ii) extension of the term loan through
January 31, 2001 with an option to further extend the term loan
to January 31, 2002 if certain requirements are met, (iii) an
increase in the working capital facility to a maximum of $38.0
million in the months of October and November to accommodate
seasonal inventory requirements, and (iv) changes in the
borrowing base formula to allow Lamonts to borrow up to 70
percent of eligible inventory from January 15th through June 30th
and up to 65 percent of eligible inventory from July 1st through
January 14th. Immediately prior to entering into the Seventh
Amendment, BankBoston assigned its interest as a lender under the
revolving credit facility and the term loan to its affiliate,
BankBoston Retail Finance, Inc. However, BankBoston will continue
to serve as agent under the credit facility.

As a result of the extension of the term loan, Lamonts
anticipates that it will reclassify approximately $9.7 million of
its current liabilities as long-term debt. This reclassification
would reduce approximately 45% of Lamonts' working capital
deficit of $21.5 million as of July 31, 1999.

LEVITZ: Motion To Release & Distribute Escrowed Funds
In connection with the Debtors' 1994 acquisition of John M. Smyth
Company, certain funds were escrowed for the benefit of the Smyth
Former Shareholders, including John M. Smyth and Anthony M.
Smyth.  Currently, those escrowed funds total $4,869,920.48.  The
escrow agreement provides for distribution of the funds in June
1999.  Continental Bank, N.A., in its capacity as the Escrow
Agent, balked at releasing the funds in light of Levitz' chapter
11 cases without express authority from the bankruptcy court.  
Levitz does not assert any interest in the funds.  Accordingly,
by this Motion, the Debtors and Messrs. Smyth ask Judge Walrath
to enter an order authorizing the release of the funds without
further delay.  

Sally Henry, Esq., representing the Debtors, told Judge Walrath
that the core parties-in-interest are in discussions and
exchanging memoranda about this matter at the present time and
are hopeful that they will be able to present an agreed order to
the Court.  (Levitz Bankruptcy News Issue 38; Bankruptcy
Creditor's Service Inc.)

NATURAL GAS: AGLC Obtains Interim Relief in Bankruptcy
Atlanta Gas Light Company (AGLC) on Friday received approval from
a federal bankruptcy court judge to draw down on an $11 million
surety bond it holds as security for certain obligations owed it
by Peachtree Natural Gas.  Peachtree was also ordered to pay AGLC
$500,000, to be applied toward delivery service provided by AGLC
from the date of Peachtree's bankruptcy filing through November
4, 1999.  The hearing on AGLC's previously filed motion for
relief from the automatic stay provisions of the federal
bankruptcy code will reconvene on Thursday, November 4.

Peachtree filed for Chapter 11 bankruptcy protection on Tuesday,
October 26. On Wednesday, October 27, AGLC filed a motion with
the federal bankruptcy court requesting, among other things,
permission to draw down on Peachtree's surety bond and permission
to file a petition with the Georgia Public Service Commission
seeking the assignment of Peachtree's customers to creditworthy
natural gas marketers.  Peachtree owes AGLC approximately $13.3
million for delivery and other services billed to Peachtree prior
to the bankruptcy filing.

Commenting on Friday's order, AGLC senior vice president and
general counsel Paul Shlanta said, "The financial relief in the
order is important to our company and our shareholders.  Equally
important though are provisions of the order that restrict
Peachtree's ability to use gas in storage." Storage gas is
essential to maintain the gas distribution system during the
winter months. "These restrictions help ensure that gas in
storage will remain available to provide sufficient natural gas
to all Georgia customers during the coldest days this winter," he

On Tuesday, AGLC will meet with Peachtree to assess its ability
to meet its creditors' and customers' needs.  Next steps will be
discussed in the bankruptcy hearing on November 4.

Atlanta Gas Light Company is the largest natural gas distribution
company in the Southeast, serving nearly 1.5 million customers in
Georgia and southern Tennessee.  It also is the primary
subsidiary of AGL Resources, Inc. (NYSE: ATG), a regional energy
holding company with operations throughout the Southeast.  
Although natural gas distribution is AGL Resources' core
business, it also is engaged in other energy-related businesses,
including retail propane sales and customer care services for
energy marketers.

PHONETEL: Court Confirms Pre-Packaged Plan
Chief Bankruptcy Judge Tina Brozman (S.D.N.Y.) last week
confirmed PhoneTel Technologies Inc.'s pre-packaged
reorganization plan; this is the first case confirmed under the
guidelines for the filing of pre-packaged chapter 11 cases issued
this year by the U.S. Bankruptcy Court for the Southern District
of New York. ABI members Lee D. Powar, Lawrence E. Oscar and
Jeffrey M. Levinson of Hahn Loeser & Parks LLP, Cleveland, led
the reorganization effort on PhoneTel's behalf, along with other
attorneys at the firm. Under the plan, holders of the company's
12 percent Senior Notes, due in 2006, would be converted into
about 95 percent of the reorganized company's common stock, with
current equity holders sharing in the remaining 5 percent.
PhoneTel intends to consummate the pre-packaged plan within the
next 45 days. Local counsel in New York for PhoneTel is Lawrence
M. Handelsman of Stroock & Stroock & Lavan LLP.  Seth Lemler of
Ladenburg Thalman served as financial advisor for PhoneTel.

POWER DESIGNS: DIP Reports Figures For Periods Ended 12/31/98
During the second quarter of fiscal 1999, Power Designs Inc. and
its wholly-owned subsidiary, continued manufacturing operations
as debtors-in-possession under Chapter 11 protection. The Vantage
Partners LLC, a management consulting firm retained in compliance
with  court order, together with Melvin A. Becker, Vice President
of Operations, continued in their roles as senior management.
Product offerings were confined to three historical families of
products: military grade power supplies, variable
autotransformers, and linear switching power supply products.
Employees and contracted consultants of the company at December
31, 1998 numbered 28.

Results for the first six months of fiscal 1999 reflect a
significant downsizing in operations which followed the company's
Chapter 11 filing, and therefore represent a substantial change
from the pre-petition figures for the same period in fiscal 1998.
Accordingly a period-to-period comparison of the historical
results of operations and financial condition of the company is
not necessarily meaningful.

Net sales increased to $811,194 for the quarter ended December
31, 1998 as compared with $482,174 for the same period in 1997.
Net loss for the 1998 quarter was $10,653 while the same period
in 1997 net loss was $5,736,223.

Net sales increased from $1,236,839 for the six months ended
December 31, 1997 as compared to $1,556,900 for the six months
ended December 31, 1998.  Net loss in the 1998 six-month period
was $28,992, whereas in the same 1997 period the company saw net
loss of $6,936,774.

Debtor: Premier Salons International Inc.
        3780 14th Avenue Suite 106
        Markham, ON L3R 9Y5
        GEMM Holdings Inc. - parent corporation also filed.

Court: District of Delaware   Case Number: 99-3975   Chapter: 11
Date Filed: October 29, 1999

Attorneys For Debtor:
Weil Gotshal & Manges LLP
]701 Brickell Avenue, Sutie 2100
Miami, FL 33131

Richards, Layton & Finger PA
One Rodney Square
PO Box 551
Wilmington DE 19899

PREMIER SALONS: Files for Bankruptcy Protection
Premier Salons International Inc., based in Ontario, Canada,
filed for chapter 11 protection on Friday in the District of
Delaware. The company, which owns about 850 salons, has assets
and liabilities of between $10 and $50 million, and there are
more than 1,000 creditors involved.  Premier operates salons in
mall-based department stores such as Macy's, Sears, Boscov's,
Dayton Hudson and Strawbridge. Parent company Gemm Holdings Inc.
also was included in the filing. (ABI 01-Nov-99)

PSI INDUSTRIES: Creditors' Committee Taps Lehman of Tew, Cardenas
A hearing will be held on the application for employment of
counsel to the Unsecured Creditors' Committee of PSI Industries,
Inc.  The debtor seek approval to hire Thomas R. Lehman, PA of
the law firm of Tew, Cardenas, Rebak, Kiellog, Lehman, DeMaria &
Tague LLP as their attorney.  Mr. Lehman is the first cousin of
the Bankruptcy Judge in this case, and they were law partners
between 1984 and 1988. At the hearing the judge will determine
whether to recuse himself from the case, although it is not

STARTER: Seeks Extension of Exclusivity
SC New Haven Corporation, f/k/a Starter Corporation, and its
affiliates seek an extension of the exclusive periods during
which the debtors may file a plan of reorganization and solicit
acceptances to the plan.

The debtors request an extension of the filing period and the
solicitation period to and including January 31, 2000 and march
31, 2000, respectively.

The debtors are in the final stages of an asset disposition
process that is designed to maximize the value of their assets
and bring these cases to an expeditious conclusion.    The
debtors have not completed their collection of accounts
receivable and the New, Haven, Conn. facility is still being
marketed.  Actions for turnover of estate property against Ripon
Athletic, Madison Square Garden, and others have been filed and
are pending.   There may also be nontangible assets, such as
preference or other actions, which must be evaluated.  A
liquidating plan may be a superior option to conversion to
Chapter 7, and the debtors, Lenders, Guarantor and Committee have
begun the plan negotiation process.  There is a realistic
possibility of reaching a consensus on a plan of reorganization.  
Consequently, the debtors seek these extensions.

SUN HEALTHCARE: Government Seeks Stay of DIP Order Pending Appeal
Dissatisfied with Judge Walrath ruling last week that the
Government's interests are adequately protected for the next 30-
day period, the United States of America asks the Bankruptcy
Court to issue a stay of the Interim DIP Financing Order pending
the Government's appeal to the District Court.  Logically, the
Debtors and the DIP Lenders oppose the Government's request
on at least two bases: (1) the DIP Lenders have already advanced
loans to the Debtors and (2) by its own explicit terms, the order
from which the Government intends to appeal is not a final order
from which an appeal to the District Court can be taken.
(Sun Healthcare Bankruptcy News Issue 4; Bankruptcy Creditor's
Service Inc.)

THORN APPLE VALLEY: Stipulation To Extend Exclusivity
The debtors, Thorn Apple Valley, Inc., et al., Cavanaugh Lakeview
Farms, Ltd. and the DIP Lenders  request that the court adjourn
the hearing on the Disclosure Statement until November 29, 1999
and they request that the court further extend exclusivity since
the Debtors, DIP Lenders and Committee continue to work on
revising the Disclosure Statement and plan.  The debtors are also
negotiating with the Pension Benefit Guaranty Corporation and
request more time for those negotiations.

VENCOR: Committee Taps Wachtell, Lipton, Rosen & Katz
The Official Committee of Unsecured Creditors sought and obtained
the Court's permission to retain the New York-based law firm of
Wachtell, Lipton, Rosen & Katz as their lead counsel in the
Debtors' chapter 11 cases.   

Prior to the Petition Date, Wachtell discloses, the Firm served
as counsel to the unofficial committee of Senior Subordinated
Noteholders.  Accordingly, the Committee asks that Wachtell's
retention be approved nunc pro tunc to the Petition Date.  
Wachtell contemplates that it will:

(a) advise the Committee and represent it with respect to
proposals and pleadings submitted by the Debtors or others to the
Court or the Committee;

(b) represent the Committee with respect to any plans of
reorganization or disposition of assets proposed in these cases;

(c) attend hearings, draft pleadings and generally advocate
positions which further the interests of the creditors
represented by the Committee;

(d) assist in the examination of the Debtors' affairs and review
of the Debtors' operations;

(e) advise the Committee as to the progress of the chapter 11
proceedings; and

(f) perform such other professional services as are in the
interests of those represented by the Committee, including,
without limitation, those set forth in 11 U.S.C. Sec. 1103(c).

Wachtell agrees to perform its services at its customary hourly
billing rates:

          Members                         $400 to $750
          Associates                      $130 to $395
          Paralegals                       $85 to $125

The individuals who will be responsible for the representation of
the Committee and their hourly rates are:

          Chaim J. Fortgang               $625
          Richard G. Mason                $550
          Patricia Attar                   $90

Leading the engagement, Chaim J. Fortgang, Esq., advises the
Court that Wachtell received a $125,000 pre-petition payment from
the Debtors in connection with the Firm's pre-petition
representation of the unofficial committee and negotiation of the
Standstill Agreement with Vencor dated July 22, 1999.  
(Vencor Bankruptcy News Issue 5; Bankruptcy Creditor's Service

VENTAS: Agreement With Lenders On Long-term Debt Restructuring
Ventas, Inc. (NYSE: VTR) ("Ventas"), the Louisville-based real
estate company, announced today that it has reached an agreement
with over 95 percent of its lenders on terms to restructure all
of Ventas' debt on a long-term basis, including the $ 275 million
bridge loan which had been due on October 30, 1999.  "This long-
term debt restructuring plan, along with the planned
reorganization of Vencor and our ongoing negotiations with the
federal government, are critical elements in our plan to move
Ventas forward," Ventas CEO Debra A. Cafaro said. "The
consummation of the long-term debt restructuring will permit the
Company to pay dividends to our shareholders, and will give the
Company time and flexibility to further improve its capital
structure. The plan is very attractive because of its long-term
nature and also because it does not require us to sell assets,
refinance or raise equity in the near term." The structure of the
new Ventas credit facility, which will replace the approximately
$ 974 million outstanding under the current credit facility, will

-- A new $ 25 million revolving line of credit.  -- $ 200
million of Tranche A indebtedness that will be priced at Libor
plus 275 basis points with a maturity date of December 31, 2002.
Tranche A will receive approximately $ 50 million of principal
when the long-term debt restructuring closes, $ 50 million within
thirty days after Vencor's plan of reorganization becomes
effective and thereafter all excess cash flow from Ventas until $
200 million in total has been paid down on the debt.  -- Tranche
B consists of $ 300 million of debt bearing interest at Libor
plus 375 basis points, maturing on December 31, 2005. It will
receive a one-time paydown of excess cash held by Ventas within
30 days after the Vencor bankruptcy plan becomes effective.
Tranche B will also receive scheduled paydowns of $ 50 million in
2003 and $ 50 million in 2004 with the balance due in 2005.  --
Tranche C consists of approximately $ 474 million of indebtedness
priced at Libor plus 425 basis points, with a maturity of
December 31, 2007. There are no scheduled paydowns.  -- The
entire credit facility is pre-payable without penalty or premium.

This new facility will be secured with liens on Ventas' real
property assets. Also, Ventas will pay a one percent
restructuring fee of approximately $ 10 million, a portion of
which (approximately $ 2.5 million) was paid on October 29
in connection with the extension of the bridge loan. The
remainder of the fee is payable upon closing of the new credit
facility. The deal is subject to customary terms and conditions,
including completing documentation of the transaction by January
31, 2000. While there are no assurances the restructuring
will be completed, management is committed to the successful
implementation of this transaction.  The agreement provides that
Ventas can pay only minimum Real Estate Investment Trust ("REIT")
dividends (equal to 95 percent of its taxable income) until $ 200
million of the outstanding debt is paid down. Following that
date, Ventas will have the flexibility to pay dividends at a more
normalized level. Ventas expects to make the required dividend
payments for 1999 in 2000, some time after the long-term
restructuring closes. The 1999 dividend may be satisfied by a
combination of cash and a distribution of Vencor equity, which
Ventas expects to receive as part of the Vencor reorganization.  
Under the terms of the waiver and extension agreement, Ventas has
received a four-month extension of the $ 275 million bridge loan,
during which period the replacement credit facility will be
documented, and a waiver of certain covenants under its existing
Credit Agreement. However, two holders of the bridge loan who
have not consented to the waiver and extension (representing
approximately $ 20 million or 7 percent of the bridge loan
principal amount) may assert a right to seek repayment of their
portion of the bridge loan currently. The waiver and extension
will expire on February 28, 2000, and will terminate before such
date if (i) an event of default under the credit facility occurs
and is continuing, and is not waived, (ii) Vencor, Inc.'s case
under Chapter 11 of the United States Bankruptcy Code becomes a
liquidating Chapter 11 or is converted to a case under Chapter 7
of the Code, or (iii) Ventas fails to comply with any covenants
in the agreement.  Ventas'long-term debt restructuring plan
follows the mid-September Chapter 11 bankruptcy filing by Vencor,
Inc. (OTC:VCRI), Ventas' principal tenant. It is expected that
Vencor will file its reorganization plan and disclosure statement
later this year and Vencor has stated that it expects its
reorganization plan to become effective in the first quarter of
2000. Ventas' debt restructuring agreement provides that Vencor
must emerge from bankruptcy by December 31, 2000.  

Congress currently is considering possible improvements to the
Medicare reimbursement system.  Merrill Lynch continues to act as
financial advisor to the Company in connection with the long-term
debt restructuring.  Ventas, Inc. is a real estate company whose
properties include 45 hospitals, 219 nursing centers and eight
personal care facilities operating in 36 states. Ventas
intends to qualify as a REIT for the year ending December 31,

WSR CORP: Charon Investments Objects To Bonus Program
Charon Investments, LLC, the largest unsecured creditor of the
debtors, WSR Corporation and its affiliates, objects to the
motion of the debtors seeking approval of its reorganization
bonus program and amending the employment contract of Al Woods.  
Charon states that it is opposed to the timing of the motion,
saying it is premature, to the lack of disclosure with respect to
the bankruptcy proceedings and the prospects for unsecured
creditor recoveries and the specifics of the relief requested.

Charon fails to see how the significant enhancement of Al Woods'
severance package or the creation of a substantial reorganization
bonus program, will increase the likelihood of third parties
bidding for the assets of the debtors, increase the amounts that
such parties are willing to pay for such assets, or expedite the
timetable for effectuating the debtors' emergence from
bankruptcy.  On the contrary, Charon suggests that the bonus
program will burden the estates with costs and dilute recoveries
to unsecured creditors, while leaving creditors with significant
costs and extended delays in receiving recoveries due to
unresolved claims issues and unliquidated liabilities.  Finally,
Charon states that the $2 million threshold figure for the Bonus
Program and Woods' employment agreement are completely

WSR CORP: Charon Investments Objects To Exclusivity Extension
Charon Investments, LLC, the largest unsecured creditor of the
debtors, WSR Corporation and its affiliates, objects to an
extension of the exclusive periods.

Charon points out that sixteen months have passed since the
filing of the case, and the debtors have not yet filed a plan of
reorganization, or negotiated a sale of assets.  The Bar Date
passed over a year ago, and the debtors have not objected to a
single proof of claim.  While a sale process ahs been agreed to,
Charon is unaware of any staling horse bid or of any current
offers, other than its own, which according to Charon is or has
been rejected by the debtor.  Charon sees no reason to further
extend exclusivity.

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

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

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

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

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

December 9-11, 1999
      24th Annual Seminal on Bankruptcy Law & Practice
         Sheraton Sand Key Resort
         Clearwater Beach, Florida
            Contact: 1-727-562-7830 or

January 10-15, 2000
      Bankruptcy Law C.L.E. Program
         Marriott Vail Mountain Resort, Vail, Colorago
            Contact: 1-414-228-5810

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

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

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

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

September 21-22, 2000
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   


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

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

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