TCR_Public/991103.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Wednesday, November 3, 1999, Vol. 3, No. 213
                     
                     Headlines

ABLE TELCOM: Agenda For Annual Meeting Set/Date To Be Announced
AMPACE: Hearing For Approval of Disclosure Statement
ANKER COAL GROUP: Private Placement Raises Additional Capital
APS: First Amended Joint Consolidated Liquidating Plan Confirmed
BELLEFLEUR CARLSBAD: Case Summary

BREED TECHNOLOGIES: Seeks Extension to Assume/Reject Leases
CLARIDGE HOTEL: Taps Jay Alix
COMMERCIAL FINANCIAL: Supports Exclusivity Extension
CRIIMI MAE: Committee Opposes Bidding Protection Provisions
DAEWOO: Chairman Offers to Resign

EAGLE GEOPHYSICAL: Court Approves Payment To Critical Vendors
FEDCO: Motion For Confirmation of Plan
FOOD COURT ENTERTAINMENT: US Trustee Objects To Final Decree
HARNISCHFEGER: US Trustee Appoints Equity Holders Committee
HOUSING RETAILER: Seeks Extension of Exclusivity

INCOMNET: Explores Variety Of Options
INCOMNET: CEO and Directors Resign
IRIDIUM: Creditors' Panel Seeks Rule 2004 Exams of Motorola
JUST FOR FEET: Announces Agreement With Noteholders' Committee
LOEWEN: Motion For Approval of $200 Million DIP Facility

MAXICARE: Reports Third Quarter 1999 Earnings of $ 1.3 Million
MONDI OF AMERICA: Files Chapter 11
OPHTHALMIC IMAGING: Agrees To Merge Into Premier Laser Systems
PACIFIC BIOMETRICS: Faces Bankruptcy and/or Shutdown
PLUMA, INC: Order Extends Time To Assume/Reject Leases

RUTLAND FIRE: Case Summary
SANYO AUTOMOTIVE: Seeking Post-petition Financing
VENTAS: Agrees to Long-term Debt Restructuring Plan
VOICE IT WORLDWIDE: Files Plan and Disclosure Statement
WESTMORELAND COAL: Full Payment Has Been Made For Tendered Shares
           
                     *********

ABLE TELCOM: Agenda For Annual Meeting Set/Date To Be Announced
---------------------------------------------------------------
Although a date has not been set for the 1999 annual meeting of
stockholders of Able Telcom Holding Corporation the company is
preparing proxy statements and notices to be sent at a future
date to its shareholders.  The company is planning to conduct the
following business at the meeting once a date and place have been
determined:

(1) To elect six Directors to serve until the next annual
meeting or until their respective successors are elected and
qualified;

(2) To ratify and approve amendments to the company's
Articles of Incorporation to increase the number of authorized
shares of:

(A) Common Stock from 25 million to 100 million;
(B) Preferred Stock from one million to five million;

(3) To amend Able's 1995 Stock Option Plan to:

(A) Increase the number of shares authorized for issuance under
the Stock Option Plan from 1,300,000 to 5,500,000;
(B) Modify certain terms of the grants of options to Non-
Affiliate Directors which include -                       

(i) increasing the number of options granted to Non-Affiliate
Directors from 5,000 (initially) to 10,000 (annually),

(ii) granting additional options on an annual basis to Non-
Affiliate Directors who serve as Chairman of the Board of the
company, and as Chairman and/or as a member of a Board committee,
and

iii) extending the exercise period of the options to Non-
Affiliate Directors to the earlier of

(A) the earlier of the date which is six years from the date of
its grant or September 19, 2005, or (B) the date which is two
years after the date that such Non-Affiliate Director is
no longer serving in such capacity;

(4) To ratify and approve the issuance of stock options
granted to certain Officers and Directors of the Company;

(5) To approve the possible issuance of more than 1,875,960
shares of common stock upon the exercise of certain options and
stock appreciation rights granted to WorldCom, Inc., which share
amount represents at least 20% of the outstanding common stock
determined immediately prior to the MFSNT Agreement dated April
26, 1998;

(6) To approve the possible issuance of more than 1,875,960
shares of common stock upon the conversion of the Series B
Convertible Preferred Stock and exercise of certain Warrants
issued in the Series B Offering described in theProxy Materials,
which share amount represents at least 20% of the outstanding
common stock determined immediately prior to the MFSNT Agreement
dated April 26, 1998 (this proposal and Proposal No. 5 are each
independent of the other);

(7) To ratify the appointment of Arthur Andersen LLP as the
company's independent accountants for the fiscal year ended
October 31, 1999.

Attendance at the annual meeting is limited to shareholders as of
the record date of October 28, 1999 (or their authorized
representatives) and to guests of the company.


AMPACE: Hearing For Approval of Disclosure Statement
----------------------------------------------------
Ampace Corporation and Ampace Freightlines, Inc., debtors, and
the Official Unsecured creditors' Committee, filed their proposed
fourth amended Disclosure statement with respect to fourth
amended joint plan of reorganization.  A hearing for the approval
of the Disclosure Statement is scheduled before the Honorable
Peter J. Walsh on October 29, 1999 at 9:30 AM in the US
Bankruptcy Court for the District of Delaware.


ANKER COAL GROUP: Private Placement Raises Additional Capital
-------------------------------------------------------------
Anker Coal Group, Inc. has completed a private restructuring of
its 9-3/4% Senior Notes due 2007 and a private placement to raise
additional capital. Anker's President, Bruce Sparks, said "the
restructuring of Anker's Old Notes, the private placement to
raise additional capital and the successful transition from
company operated underground mines to contractor operated mines
provides the foundation for Anker's future performance. By
completing the restructuring transactions, Anker's management can
now turn its full attention to improving Anker's operating and
financial performance and implementing its future growth."

Mr. Sparks added that "Anker appreciates the leadership provided
by Rothschild Recovery Fund in the financial restructuring
transactions and its support of the company."

In the transactions, a limited number of qualified noteholders
exchanged $108.5 million of their Old Notes for $86.8 million of
14.25% Series A Second Priority Senior Secured Notes due 2007
(PIK through April 1, 2000). Exchanging noteholders also received
warrants to purchase an aggregate of 20% of Anker's common stock
at a nominal exercise price.  Approximately 86.8% of the Old
Notes were exchanged, and approximately $16.5 million of the Old
Notes remain outstanding. In connection with the private
exchange, the exchanging holders consented to amendments to the
indenture for the Old Notes that, among other things, modify or
eliminate various covenants.

Anker also announced that it paid the October 1, 1999 cash
interest payment on the remaining Old Notes on October 28, 1999
before the expiration of the grace period for that interest
payment.

In connection with the restructuring transactions, Anker raised
$11.2 million in cash through the sale to Rothschild Recovery
Fund, one of the exchanging holders, in a private placement of
$13.2 million principal amount of New Secured Notes and warrants
to purchase 10% of Anker's common stock at a nominal exercise
price.

Anker also issued $6 million of New Secured Notes to a
shareholder of Anker controlled by the estate of John J. Faltis,
the former Chairman and Chief Executive Officer of Anker, in
exchange for cancellation of that shareholder's Anker stock and
its rights to require Anker to buy that stock for approximately
$10.5 million.

In connection with the closing, Foothill Capital Corporation, the
company's senior secured lender, consented to the restructuring
transactions and waived existing events of default under its loan
agreement with the company.

In connection with updating its disclosures for purposes of
completing these transactions, Anker advised the participants in
the private transactions of the following matters:

- -    The West Virginia Division of Environmental Protection has
indicated by letter to Anker that it anticipates a favorable
consideration of Anker's application for a mining permit for its
Grant County, West Virginia surface mine. However, because Anker
did not receive the permit by October 15, 1999, Virginia Electric
Power Company has the right to terminate its contract to purchase
coal from Anker. Nevertheless, Virginia Electric Power Company
has indicated by letter to Anker that, in view of the progress
being made in obtaining the permit, it anticipates that it
will not terminate its contract as long as Anker receives the
permit in the near term.

- -    On October 21, 1999, Anker's borrowing availability under
the revolving credit facility with Foothill Capital Corporation
was $3.7 million (not including the $2.0 million of undrawn
interim additional liquidity that expires on November 2, 1999).
It should be noted that the $11.2 million in additional capital
raised in the private placement will be applied against the
revolver, thereby creating substantial additional availability
for the company.

- -    Anker has revised its estimate of the alternative minimum
tax liability that will arise with respect to the cancellation of
debt income that may result from the private exchange
transaction. As recalculated, Anker estimates that the
alternative minimum tax liability could be as much
as $7 million. It should be noted that Anker's estimate is
subject to uncertainty, and the actual tax liability may be less
than this amount.

- -    Anker has determined that the New Secured Notes will be
subject to the deductibility limitations applicable to high yield
debt. As a result, Anker anticipates that it will be unable to
deduct a significant portion of the interest payments made on the
New Secured Notes against future income from operations. Because
of the limitation on the deductibility of interest paid on high
yield debt, Anker may have taxable income and, therefore, may be
required to pay Federal income tax during such periods.

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


APS: First Amended Joint Consolidated Liquidating Plan Confirmed
-----------------------------------------------------------------
Kathy Gerber of Bankruptcy Service LLC, the Debtors' Balloting
Agent, reported the results of creditors' voting on the Plan to
Judge Walsh:

The holders of Class 2 Tranche B DIP Bank Claims:

      * Carl Marks Management Company
      * Foothill Capital
      * Mutual Shares Fund
      * Pacholders Value Opportunity Fund
      * Quantum Partners LDC
      * Societe Generale
      * SPS Trades
      * Stonehill Institutional Partners
      * The Chase Manhattan Bank

holding $71,221,423.52 in claims against the Debtors, voted
unanimously to accept the Plan.  

Class 4 General Unsecured Creditors, by a test of numerosity,
voted overwhelmingly to accept the Plan; in terms of the dollars
represented by those ballots, Class 4 voted to reject the Plan.  
Of 1,347 ballots cast by Class 4 Creditors, 1,260 ballots
representing $46,969,570.66 in claims voted to accept the Plan
and 87 ballots representing $61,709,432.55 in claims voted to
reject the Plan.  

Large-dollar Class 4 ballots cast by Vendors were:

Creditor                           Claim             Vote
--------                           -----             ----
Cardone Industries                    3,884,262          Accepts
Champion Spark Plugs                  1,933,762          Rejects
Dana Corporation                      3,851,488          Rejects
Federal-Mogul Corporation            14,894,973          Rejects
IBM Credit Corporation                1,280,814          Accepts
Moog Automotive/Wagner Brake         15,523,491          Rejects
Prunegold Automotive Parts, Inc.      1,265,000          Accepts
Tenneco Automotive, Inc.             23,332,650          Rejects

Ballots rejecting the Plan were cast by 10 bondholders holding
$3,159,000 in claims; 31 bondholders holding $30,950,000 in
claims voted to reject the Plan.  

Rebecca A. Roof, a Senior Associate at Jay Alix & Associates,
serving as the Debtors' Chief Financial Officer, testified at the
Confirmation Hearing that, with the exception of certain real
estate, accounts and notes receivable, and litigation assets,
most of the Debtors' assets have now been liquidated.  The Plan
is premised on the completion of this liquidation process.  
       
Essentially, Ms. Roof related to Judge Walsh, the Plan seeks to
make the best of an unfortunate situation, providing for
recoveries to unsecured creditors that reflect the reality of the
Debtors' financial condition and the priority scheme of the
Bankruptcy Code.  Ms. Roof understands that the Plan is superior
to any alternatives.  If the Debtors' chapter 11 cases
were dismissed or converted to proceedings under chapter 7,
unsecured creditors would recover nothing.  The Plan provides a
system to maximize recovery -- albeit it minimal -- by the
Debtors' unsecured creditors.  

The Debtors reported to Judge Walsh that Dale K. Harbor, Esq.,
the Debtors' current general counsel, will serve as the Plan
Administrator, working from the Debtors' offices located at 3838
North Sam Houston Parkway East, Houston, Texas 77032, to wind-up
APS' affairs.  

On the Effective Date, the APS Liquidation Trust will receive all
of the assets described in the Plan slated for transfer to the
Trust, including all Litigation Claims.  The APS Liquidation will
be managed by:

               Burton S. Weston, Esq., Liquidation Trustee
               80 Cutter Mill Road
               Great Neck, NY 11021

Ms. Weston will be represented by:

               The Bayard Firm
               919 Market Street, Suite 1600
               P.O. Box 25130
               Wilmington, DE 19899
                    Attention: Michael Vild, Esq.

Finding that the Debtors have demonstrated that the Plan meets
the standards for confirmation articulated in 11 U.S.C. Sec.
1129, Judge Walsh ruled that the Plan be confirmed in all
respects.  (APS Bankruptcy News Issue 23; Bankruptcy Creditor's
Service Inc.)


BELLEFLEUR CARLSBAD: Case Summary
---------------------------------
Debtor:  Bellefleur Carlsbad, LLC
         5610 Paseo Del Norte, Suite 100
         Carlsbad, CA 92008

Type of business:
Court: Southern District of California

Case No.: 99-07139    Filed: 08/23/99    Chapter: 11

Debtor's Counsel:

Arthur H. Skola
Skola, winton & Larson, LLP
17545 W. Bernardo Court, Suite 302
San Diego, California 92127

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Dept. of the Treasury          payroll taxes      $200,000
State Bd. Of Equalization      payroll taxes      $110,000
Craig Realty Group             lease               $30,000
Dining a la Card                                  $248,843
Kinmore Electric                                   $48,000
Jackson & Blanc                                     $8,800
US Foodservices                                    $10,000
Stacy Mald                     Lawsuit             $80,000
William Adams, Esq.            Atty fees           $20,000
Mark McLeod et al.                                 $50,000
Jeff Gasper                    Lawsuit             $19,000
Graham Downes                  Architect           $20,000
San Diego Seafood                                  $12,000
Santa Monica Seafood                               $18,000

        
BREED TECHNOLOGIES: Seeks Extension to Assume/Reject Leases
-----------------------------------------------------------
The debtors, BREED Technologies, Inc., et al., seek an extension
of time to assume or reject 17 nonresidential real property
leases.

The debtors assert that it is too early in the cases for the
debtors to evaluate whether it would be a proper exercise of
their business judgment to assume or reject the leases.   The
leases are for commercial real property used for manufacturing ,
warehouses, offices and other purposes associated with the
debtors' continuing operations.  The debtors have not yet
determined which if any of their properties they will sell or
retain.

The debtors request that the deadline be extended to February 18,
2000.  A hearing on the motion has been scheduled for 3:00 PM on
November 15, 1999 before the Honorable Mary F. Walrath.


CLARIDGE HOTEL: Taps Jay Alix
-----------------------------
The debtor, The Claridge at Park Place, Incorporated, and The
Claridge Hotel and Casino Corporation  is seeking court approval
to retain Jay Alix & Associates as financial advisors to the
debtor. Upon objection of the US Trustee to rights of
indemnification and alternative dispute resolution, Jay Alix &
Associates agreed to withdraw its contractual rights of
indemnification and for alternative dispute resolution.


COMMERCIAL FINANCIAL: Supports Exclusivity Extension
----------------------------------------------------
Commercial Financial Services, Inc. and CF/SPC NGU, Inc. support
their motion to extend exclusivity periods to file a plan and
solicit acceptances to the plan.  The debtors state that the ABS
Committee failed to enunciate a legitimate basis for terminating
exclusivity, but is only interested in presenting its own plan.  
However, the debtors assert that the creditor plan does not
resolve the fundamental issues in the case, that is, whether
there was a so-called "Interim Agreement," whether Bank of
America is entitled to a constructive trust, and whether the
claims of ABS holders are subordinated under Section 510(b).  The
debtors state that the creditor plan suffers from a lack of
negotiations.

The debtors claim that cause exists to extend exclusivity.  The
Creditors' Committee is just commencing discovery and considering
litigation relating to the so-called Interim Agreement.  CFS And
Bank of America are currently litigating the subordination of the
bank's securities claims.  Thus until these issues are resolved
there can be no meaningful negotiations regarding a consensual
plan.


CRIIMI MAE: Committee Opposes Bidding Protection Provisions
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of CRIIMI MAE, Inc.
objects to the motion to approve bidding protection provisions of
the Apollo Stock Purchase Agreement and deposit escrow agreement,
which CRIIMI MAE, Inc. filed in connection with its September 9,
1999 Stock Purchase Agreement with AP-CM, LLC.  The Bid
Protection motion seeks approval of a proposed order that would
vacate in whole the bidding protections previously approved and
replace the first bid protection order with more sweeping
protections and procedures that are the product of private
negotiations held between the debtor and Apollo.

The Committee asserts that several important protections in the
first Bid Protection Order are absent from the proposed order.  
The Committee understands that Apollo will no longer agree to a
certain purchase of the CMBS at any price.  The Committee states
that "this last-minute fundamental change not only subjects the
Apollo plan to very substantial post-confirmation market risk, it
also eliminates much of the debtor's rationale for approval of
the Apollo protections in the Bid Protection Motion.

The Committee is most concerned that the stock purchase agreement
appears to permit Apollo to walk away at any time up to closing
if any of the debt is not reasonably acceptable to it in its sole
discretion.


DAEWOO: Chairman Offers to Resign
---------------------------------
Kim Woo-choong, the disgraced chairman of the Daewoo Group,
offered to resign to repent for the financial woes of his
ailing conglomerate, Daewoo officials said today.

The presidents of the group's 12 affiliates, all under recovery
programs overseen by government-controlled creditor banks,
followed suit by submitting their resignations as well.

Kim, 63, quietly left Seoul last week after the group's six main
domestic creditor banks asked him to step down. The trip was seen
as a show of displeasure at the request.

Kim, now in Germany, called aides in Seoul over the weekend and
offered to resign, Daewoo said. He expressed hope that the move
would help speed up the recovery of his ailing group, it said.

Daewoo, one of South Korea's biggest conglomerates, narrowly
escaped becoming the nation's largest-ever bankruptcy in July
when domestic creditors agreed to delay repayment of $5.8 billion
in short-term debt for six months and extend $3.3 billion in new
loans.

In return, Daewoo promised to cut its debt drastically by selling
or spinning off all but 12 of its 25 subsidiaries and by
attracting foreign investment. It is undergoing a massive
restructuring under the supervision of domestic creditors.

Daewoo officially reported debt totals of $36 billion at home and
$9.94 billion abroad, with $5.48 billion maturing by the end of
this year.

Under the government-supervised program, Daewoo's creditor banks
plan to convert their loans to equity holdings, thereby easing
the burden on the group. That plan required Kim's resignation.

The collapse of Daewoo is a huge humiliation for Kim, once a
symbol of success. Over 32 years, Kim, 63, built Daewoo from a
one-room textile exporter to a company with $65 billion in assets
that last year sold $52 billion in goods, including ships, cars,
clothes and pesticides.

In the 1990s, Daewoo expanded its domestic and overseas business
with huge bank loans. Its debt soared from $19 billion in 1995 to
$48 billion last year, more than five times its equity.


EAGLE GEOPHYSICAL: Court Approves Payment To Critical Vendors
-------------------------------------------------------------
The Bankruptcy Court for the District o of Delaware entered an
order on October 21, 1999, authorizing the debtors, Eagle
Geophysical, Inc., et al. to pay prepetition claims of critical
vendors.


FEDCO: Motion For Confirmation of Plan
--------------------------------------
At a hearing on November 17, 1999, the court will consider the
debtor's motion to confirm its reorganization plan.  The debtor
states that "this successful and unusual outcome - a full payment
plan by a liquidating debtor less than five months after the
case's commencement - is the result of the diligent and committed
efforts of the debtor's officers and employees."


FOOD COURT ENTERTAINMENT: US Trustee Objects To Final Decree
------------------------------------------------------------
The US Trustee in the case of Food Court Entertainment Network,
Inc., reorganized debtor, filed a motion objecting to entry of a
final decree in the case until such tie as the plan is
substantially consummated.  The US Trustee states that the
reorganized debtor admits that key distributions to
administrative and private creditors have yet to be made.


HARNISCHFEGER: US Trustee Appoints Equity Holders Committee
-----------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102(a)(2), Patricia A. Staiano, the
United States Trustee for Region III, appoints the following
persons to the Committee of Equity Security Holders in the
Debtors' chapter 11 cases:

     PORTFOLIO FF INVESTORS, L.P.
     Texas Chase Tower, Suite 3200          
     201 Main Street
     Fort Worth, TX 76102
          Attention: William O.. Reimann
                     Vice President of Portfolio Genpart LLC
                     (817) 390-8439

     BERNARD FEUER
     14515 W. Granite Drive
     Sun City West, AZ 85375
     (623) 584-3878

     INVISTA CAPITAL MANAGEMENT, LLC
     699 Walnut
     1900 Hub Tower
     Des Moines, IA 50309
          Attention: Darron L. Carpenter
                     Portfolio Strategist
                     (515) 362-0864

     DR. EPHRAIM WEINGARTEN
     84-32 Abingdon Road
     Kew Gardens, NY 11415
     (718) 849-0345

     RUDOLF ROTHE
     6775 W. Becker Street
     Milwaukee, WI 53219
     (414) 327-0177

     FRANK E. JOYCE
     6102 Berkshire Court
     Wexford, PA 15090
     (224) 935-3093


HOUSING RETAILER: Seeks Extension of Exclusivity
------------------------------------------------
The debtor, Housing Retailer Holdings Inc., H Squared, LLC, Ted
Parker Home Sales, Inc. and Carolina Home Sales, Inc. filed a
motion seeking an extension of exclusive periods during which the
debtors may file plans of reorganization and solicit acceptances
of such plans.  A hearing is scheduled for November 5, 1999 at
11:00 AM.

Housing Retailer Holdings and H Squared seek a 90 day extension,
through an including January 24, 2000 for filing a plan, and
through and including March 24, 2000 for seeking acceptances to a
plan. Ted Parker and Carolina seek extensions of 66 days, to
coincide with the same dates as their affiliates.

The debtors state that they have made substantial progress in the
first three months of these cases.  Ted Parker and Carolina
negotiated a sale that closed on September 10 199 for 37 of 51
leases of real property. Since the sale, the debtors have worked
to facilitate sales of inventory.  The debtors have worked with
the Committee and they welcome the Committee's input during the
plan process.


INCOMNET: Explores Variety Of Options
-------------------------------------
On October 7, 1999 the United States Bankruptcy Court for the
Central District of California, Santa Ana Division, entered into
an order approving a $6 million debtor-in-possession financing
facility with Incomnet Inc.'s lender, Foothill Capital
Corporation. The facility requires Incomnet to meet certain
restrictive debt covenants, bears interest at the lender's
reference rate plus 2.5% (currently approximately 10.75%).

The company continues to explore strategic alternatives available
to it. In September, Incomnet restructured its operations and had
a reduction in workforce of approximately 10% to commensurate
headcount with near term operating requirements. Incomnet is
currently exploring, among other matters, certain strategic
transactions which may result in the sale of Incomnet's assets,
merger with another company, severe scale back of operations,
restructure of its debt and other obligations, and/or other
events.


INCOMNET: CEO and Directors Resign
----------------------------------
Denis Richard resigned as Chief Executive Officer and member of
the Board of Directors of Incomnet Inc. effective September 30,
1999. Jack Casey, Incomnet's Chairman of the Board, has been
appointed Incomnet's Chief Executive Officer.  Additional
appointments made were George Blanco to Chief Operating Officer
and Steve Garcia to Chief Financial Officer.

Due to Incomnet's changing leadership needs and for business
reasons unrelated to Incomnet, Directors Michael A. Stein and R.
Scott Eisenberg resigned on August 18 and 27, 1999, respectively,
from Incomnet's Board of Directors. George Blanco was appointed a
Director of Incomnet on September 8, 1999.


IRIDIUM: Creditors' Panel Seeks Rule 2004 Exams of Motorola
-----------------------------------------------------------
Iridium LLC's official committee of unsecured creditors is
seeking court authorization to conduct a Bankruptcy Code Rule
2004 examination of the company's principal backer, Motorola Inc.
In doing so, it may evaluate potential claims against Motorola,
including fraudulent transfer, breach of fiduciary duty, fraud
and negligence claims. (The Daily Bankruptcy Review and ABI -  
November 2, 1999)


JUST FOR FEET: Announces Agreement With Noteholders' Committee
--------------------------------------------------------------
JUST FOR FEET, INC. (Nasdaq: FEET) announced that it has reached
an agreement with an Ad Hoc Committee representing the holders of
a substantial majority of the principal amount of its $200
million 11% Senior Subordinated Notes due 2009 (the "Notes"),
with respect to a consensual restructuring of the Company's debt
and equity.  In accordance with the terms of the Agreement, the
Company and its subsidiaries will file a petition for relief
under Chapter 11 of the Bankruptcy Code in order to effect a pre-
negotiated plan of reorganization that implements the consensual
restructuring.

Under the Agreement, the Noteholders have agreed to support the
payment of trade claims in the ordinary course of Just for Feet's
business for those trade creditors that continue to support the
Company and as such those trade creditors will not be impaired or
negatively impacted by the contemplated restructuring.

Upon the effectiveness of a proposed reorganization plan, the
holders of the Notes and certain unsecured creditors will receive
100% of the reorganized Company's common stock issued and
outstanding on that date subject to dilution for warrants and
options to be issued under the reorganization plan.  As an
incentive, the Company's management team will receive a limited
number of options to purchase New Common Stock of the reorganized
Company.  The Company's currently outstanding common stock will
be extinguished and, subject to numerous conditions, including,
approval by the Bankruptcy Court in the Chapter 11 Case, current
stockholders will receive a pro rata distribution of warrants to
purchase up to 10% of New Common Stock. The warrants will be
priced at a substantial premium to the fair market value of the
New Common Stock and will only provide value to current
stockholders if the New Common Stock appreciates to an amount
sufficient to fully satisfy allowed unsecured claims including
the Notes.

In addition, the Company announced that it did not make the
interest payment due November 1, 1999 under the Notes.  The
Agreement provides that the Noteholders will refrain from taking
certain actions to enforce the Notes or the obligations of Just
For Feet under the indenture due to Just For Feet's  failure to
make the November 1, 1999 interest payment.  The Agreement will
be filed by the Company as an exhibit to a Form 8-K.

"The conversion of $200 million of Notes to equity under the
contemplated restructuring substantially improves the Company's
financial condition as it will reduce the Company's overall
indebtedness by approximately 50% and will allow the Company to
aggressively pursue its operational turnaround," commented Helen
M. Rockey, Chief Executive Officer of Just For Feet.  "I am
pleased that a cornerstone of the Agreement with the Ad Hoc
Committee provides that our trade vendors, who are our partners,
will continue to be paid in the ordinary course of business."

The Agreement and the proposed reorganization plan are subject to
numerous conditions, including that the plan be confirmed by the
Bankruptcy Court. There is no assurance that the plan will be
successfully implemented, or that there will not be modifications
to the terms of the Agreement.

JUST FOR FEET, INC. currently operates both large format
superstores and smaller specialty stores that specialize in
brand-name athletic and outdoor footwear and apparel.  The Just
For Feet superstores feature a full line of sports related
apparel, a high level of customer service and a distinctive
combination of entertainment elements creating an exciting
shopping experience.  The Company currently operates 151 Just For
Feet superstores in 26 states and Puerto Rico and 173 Company and
39 franchised specialty stores in 23 states and Puerto Rico.


LOEWEN: Motion For Approval of $200 Million DIP Facility
--------------------------------------------------------
Loewen is required to report, on a monthly basis (among other
dates), certain financial covenants with respect to its actual
financial results, in comparison to requirements under the DIP
Facility. For the period ended August 31, 1999, as reported to
the DIP Lender on September 28, 1999, the Company had breached
two financial covenants:

* the "Minimum Funeral Home Gross Margin" monthly covenant for
the three months ended August 31, 1999 was breached by
approximately $560,000. The requirement was $40 million; and

* the maximum allowable monthly payments in respect of "covenants
not to compete" were significantly exceeded in each of June, July
and August 1999. As the Company initially assumed that payments
with regard to "covenants not to compete" would be minimal, the
maximum allowance per month was established at $100,000.

Based on the Company's actual results to August 31, 1999, certain
additional financial covenants may be breached by the Company for
the third quarter ended September 30, 1999.  Management had five
business days to cure the Company's current financial covenant
breaches.  As these breaches were not cured within this
timeframe, the DIP Facility is in default and the Company is
precluded from borrowing additional funds under the DIP Facility
and the DIP Lender is in a position to, among other things,
demand repayment of the Company's existing borrowings under the
DIP Facility.  As of October 10, 1999, according to the Monitor,
the breaches have neither been cured by the Company nor waived by
the DIP Lender. However, the Company and the DIP Lender have
negotiated a form of waiver of the financial covenant breaches
(as described above) to the period ended August 31, 1999, with
the potential September 30, 1999 financial covenant breaches
being waived until November 15, 1999.  Approval of the Third
Amendment is being sought from the requisite number of members of
the DIP Lender's syndicate.  

Loewen's management has informed the Monitor that the Company's
potential inability to obtain further advances under the DIP
Facility until the covenant breaches are waived, will not
adversely affect its operations during the period until the
waiver is expected to be obtained. (Loewen Bankruptcy News Issue
14; Bankruptcy Creditor's Service Inc.)


MAXICARE: Reports Third Quarter 1999 Earnings of $ 1.3 Million
--------------------------------------------------------------
Maxicare Health Plans, Inc. (Nasdaq/NM:MAXI) announced that it
reported net income of $ 1.3 million for the three months ended
September 30, 1999, compared to net income of $ .6 million for
the same three-month period in 1998.

Net income per common share was $ .07 for the third quarter of
1999 compared to $.04 for the same period in 1998. The Company's
premium revenues for its core operations increased by $ 11.5
million or 7.0% over the prior year quarter as a result of
premium rate increases in all lines of business and enrollment
growth in the Medicare line of business generated by the
California and Indiana health plans.

Last year, Maxicare implemented a strategic restructuring program
to exit unprofitable markets by asset sales or plan closings and
concentrate on its health care businesses in California, Indiana
and Louisiana. As of September 30, 1999, these core health plans
accounted for commercial membership of approximately 280,500
members, Medicaid membership of approximately 175,200 members and
Medicare membership of approximately 15,000 members.

Premium revenues for the third quarter of 1999 decreased by $
10.2 million to $ 176.7 million, a decrease of 5.5% as compared
to 1998. This decrease was a result of a $ 21.7 million decrease
in premium revenues related to the Company's non-core operations
which have been fully divested as of September 30, 1999
offset in part by an $ 11.5 million increase in premium revenues
related to the Company's core operations.

Commercial premiums for the third quarter of 1999 decreased
$16.0 million to $ 103.4 million as compared to $ 119.4 million
for 1998. The Company's commercial premiums for its core
operations increased by $ 2.6 million to $103.4 million for 1999
as compared to $ 100.8 million for 1998 primarily due to
premium rate increases offset in part by a decrease in
membership.

The Company's commercial membership for its core operations of
280,500 members as of September 30, 1999 decreased by 6,100
members primarily as a result of the Company's decision to exit
certain commercial business in southern Indiana. The average
commercial premium revenue per member per month ("PMPM")
increased 7.0% as compared to 1998.

Medicaid premiums for the third quarter of 1999 decreased $2.6
million to $49.8 million as compared to $ 52.4 million for 1998.
The Company's Medicaid premiums for its core operations increased
by $.5 million as a result of premium rate increases in
California and Indiana and a 5.2% membership increase in Indiana
offset in part by a 10.1% membership decrease in California.

As of September 30, 1999 the California and Indiana health plans
had 109,000 and 66,200 Medicaid members, respectively. The
average Medicaid premium PMPM for the core operations increased
by 6.4% primarily due to premium rate increases in California and
Indiana.

Medicare premiums for the third quarter of 1999 increased $ 8.4
million to $23.5 million as compared to 1998 as a result of
premium rate increases and membership growth in both the
California and Indiana health plans. As of September 30, 1999 the
California and Indiana health plans had 9,100 and 5,900 members,
respectively, representing an increase in membership of 4,800
from 1998 primarily as a result of growth in California.

The average Medicare PMPM increased by 5.4% due to premium rate
increases in both California and Indiana and due to greater
membership growth in California, which has a higher average
Medicare premium PMPM as compared to that of Indiana.

Investment income for the third quarter of 1999 decreased by $ .3
million to $ .9 million as compared to 1998 due to lower cash and
investment balances as well as lower investment yields.

Health care expenses for the third quarter of 1999 were $ 161.2
million as compared to $ 173.8 million for 1998. This decrease of
$ 12.6 million was primarily due to the decrease in health care
expenses associated with the divestitures of the Company's
Illinois and Wisconsin health plans and Carolinas commercial line
of business offset in part by an increase to health care
expenses as a result of growth in the core operations and an
increase in pharmacy costs.

Although prescription drug costs are expected to continue to
rise, the Company believes this trend will be partially mitigated
by the changes implemented in the third quarter of 1998, benefit
design changes implemented in 1999 and the continued
implementation of enhanced procedures and controls to
promote cost effective use of prescription drug benefits.

Marketing, general and administrative ("M,G&A") expenses for the
third quarter of 1999 increased $ 1.4 million to $ 15.4 million
as compared to $ 14.0 million for 1998. M,G&A expenses for the
third quarter of 1998 excluded approximately $ 2.3 million of
maintenance costs which were applied against the $ 10.0 million
reserve for loss contracts and divestiture costs established at
June 30, 1998. Including the $ 2.3 million of maintenance costs,
M,G&A expenses were 8.7% of premium revenues for the third
quarter of 1999 and 1998.

The Company reported a net loss of $ 5.4 million, or $.30 per
share, for the nine months ended September 30, 1999, which
included an $ 8.5 million charge for loss contracts and
management settlement costs and $ 4.1 million of other income
from a litigation settlement as compared to a net loss of $ 21.8
million, or $ 1.22 per share, for the comparable period a year
ago, which included a $10.0 million charge for loss contracts and
divestiture costs related to health plans identified for
disposition.

Premium revenues for the nine months ended September 30, 1999
decreased $26.4 million to $525.5 million as compared to $ 551.9
million for 1998. The Company's premiums for its core operations
increased $ 42.2 million to $520.5 million for 1999 as compared
to $478.3 million for 1998 primarily due to commercial premium
rate increases and governmental membership growth.

Health care expenses for the nine months ended September 30, 1999
decreased $40.3 million to $482.1 million as compared to $ 522.4
million for 1998.

This decrease was primarily due to the decrease in health care
expenses associated with the divestitures of the Company's
Illinois and Wisconsin health plans and Carolinas commercial line
of business offset in part by an increase to health care expenses
as a result of growth in the core operations, an increase to
health care claims reserves for unanticipated and high dollar
claim costs and an increase to pharmacy costs.

M,G&A expenses increased $ .5 million for the nine months ended
September 30, 1999, and increased as a percentage of premium
revenues to 9.0% from 8.4%.

Maxicare is a managed health care company with operations in
California, Indiana and Louisiana which currently have
approximately 470,700 members. The Company also offers various
employee benefit packages through its subsidiaries Maxicare Life
and Health Insurance Company and HealthAmerica Corporation.


MONDI OF AMERICA: Files Chapter 11
----------------------------------
Fashion retailer Mondi of America Inc. and three affiliates filed
for chapter 11 protection in the District of Delaware yesterday,
according to a newswire report. Mondi's German parent company,
Mondi Textil GmbH, filed for insolvency in Munich, Germany, in
September. Mondi of America said assets and liabilities range
from $1 million to $50 million and that the 20 largest unsecured
claims are trade claims of less than $250,000, except for a $3
million bank loan from Bayerische Hypo-und Vereinsbank AG. Mondi
of America said it filed chapter 11 because of the parent
company's insolvency. Mondi of America Director Georg Marsmann
said the company had "conducted an auction of its inventory on
Oct. 26" and selected an unspecified liquidation agent who
guaranteed Mondi $8.6 million. Alco Capital Group LLC is acting
as consultant in the liquidation process. Mondi of America
operates 44 full-price stores and four outlets. (ABI 02-Nov-99)


OPHTHALMIC IMAGING: Agrees To Merge Into Premier Laser Systems
--------------------------------------------------------------
Premier Laser Systems, Inc. currently holds 2,281,758 shares of
common stock of Ophthalmic Imaging Systems Inc., with sole voting
and dispositive powers.  The shares noted represent approximately
53.0% of the outstanding shares of common stock based on
4,305,428 shares of common stock reported as outstanding as of
October 21, 1999.

The two companies, Premier Laser Systems and Ophthalmic Imaging
Systems have entered into a merger agreement, under which Premier
will acquire approximately 49 percent of the outstanding shares
of Ophthalmic Imaging Systems not presently owned by Premier.
Under the terms of the merger agreement, shareholders of
Ophthalmic would receive 0.8 shares of Premier common stock for
each share of Ophthalmic common stock owned by the shareholder.

The merger is subject to approval by the shareholders of
Ophthalmic (including approval of a majority of the Ophthalmic
stock not owned by Premier) and to other customary closing
conditions as specified in the merger agreement. Ophthalmic and
Premier plan to file a registration statement/proxy statement
with the Securities and Exchange Commission to register the
Premier shares to be issued in connection with the proposed
merger and, when approved, to mail the registration
statement/proxy statement to shareholders of Ophthalmic prior to
the Ophthalmic shareholders meeting called to consider the
merger.

According to Premier Laser Chairman, President & CEO Colette
Cozean, Ph.D., "Based on the continued progress made through our
association with Ophthalmic Imaging Systems, it has become clear
to management that Ophthalmic Imaging Systems can be a far more
valuable asset as part of our EyeSys Vision Group than as a
stand-alone entity. Specifically, the Board recognizes
significant potential synergies and cost savings that may be
gained across product development, manufacturing, marketing and
sales, and accounting activities."

Ophthalmic's CEO, Steven Verdooner said, "Since Ophthalmic
Imaging Systems and Premier will be exhibiting together at the
upcoming American Academy of Ophthalmology, the timing of this
important step is especially appropriate. Premier's corporate
strategy continues to demonstrate a strong commitment
to the ophthalmic field through the acquisition of innovative,
market-leading products. We believe that Ophthalmic Imaging
Systems will be an important part of Premier's continued growth
and offers a new dimension to its ophthalmology business."

Ophthalmic Imaging Systems is the leading provider of ophthalmic
digital imaging systems. The company designs, develops,
manufactures and markets digital imaging and image enhancement
systems and analysis software. With over a decade in the
ophthalmic imaging business, Ophthalmic Imaging Systems has
consistently been the first to introduce new technology and
features. The company offers customer support through a worldwide
network of service technicians.

Premier Laser Systems develops, manufactures and markets several
lines of proprietary medical lasers, fiber optic delivery systems
and associated products for a variety of dental, ophthalmic and
surgical applications.


PACIFIC BIOMETRICS: Faces Bankruptcy and/or Shutdown
----------------------------------------------------
Pacific Biometrics Inc., Mission Viejo, Calif. announced
yesterday that it has filed a Form 8-K with the Securities and
Exchange Commission reporting on its worsening financial
condition, according to a newswire report. The company was forced
to vacate its Lake Forest, Calif., facility for failing to make
required rent payments, and the company has failed to make timely
payments on nearly all other leases involving equipment and
facilities. Pacific Biometrics also has been unable to resolve
the default on its OsteoPatchT technology with the 3M Co. The
company is trying to sell its Seattle laboratory and other
assets. Because of the company's severe financial condition, many
of the directors and officers have resigned. Pacific Biometrics
said it is at risk of bankruptcy or ceasing of operations, which
would cause it to lose nearly all value and may prevent the sale
of any of the assets. (ABI 02-Nov-99)


PLUMA, INC: Order Extends Time To Assume/Reject Leases
------------------------------------------------------
The debtor's modified plan of liquidation is currently being
voted on by creditors and other parties in interest, provides,
with reference to executory contracts related to leases of
nonresidential real property, that the same shall either be the
subject of a pending motion to assume or reject the leases as of
the date of confirmation or the leases shall be deemed rejected
on the effective date of the plan. The confirmation hearing on
the plan is currently scheduled for November 9, 1999.

The court therefore extends the time within which the debtor may
assume or reject its leases to and through the earlier of
December 31, 1999 or the effective date of the modified plan of
liquidation.  With respect to leases from North Bowles
Partnership, the court orders the debtor to file its motion to
reject the leases on or before October 28, 1999.


RUTLAND FIRE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rutland Fire Clay Co.
        86 Center Street
        Rutland, Vt.

Court: District of Vermont

Case No.: 99-11390   Filed: 10/13/99    Chapter: 11

Debtor's Counsel:
OBUCHOWSKI LAW OFFICE
Raymond J. Obuchowski
PO Box 60, Route 107
Bethel, Vermont 05032
                  
20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Charles Kensinger                                    $149
Timothy Widdows                                       164
Scott Byars                                           276
Mary Ann Gallagher                                    280
Timothy Steinback                                     323
Chad Stewart                                          528
Rick L. French                                        700
William E. Lovering                                   785
Faith Nergenah                                        777
Michael Stewart                                       955
Rick Stewart                                          980
Vicky Modade                                        1,012
Pat Consolatti                                      1,903
Clark Willitts                                      2,313
Mary L. Danforth                                    2,713
Thomas P. Martin                                    3,766
Gestonia Sheet Metal                               13,668

Mercantile Bank of
Illinois Contingent           Unliquidated        780,000

Asbestos Bodily
Injury Claimants   Contingent Unliquidated Disputed   20M


SANYO AUTOMOTIVE: Seeking Post-petition Financing
-------------------------------------------------
Sanyo Automotive Parts, Ltd., and ABS Brakes Inc. have filed an
order to show cause seeking authority to obtain up to $12 million
of credit pursuant to a certain Loan and security Agreement by
and among the debtors and Foothill Capital Corporation, and for
the entry of an order approving such financing on a final basis,
and authorizing the debtors to utilize cash collateral to satisfy
a portion of their debt to their pre-petition lenders.


VENTAS: Agrees to Long-term Debt Restructuring Plan
---------------------------------------------------
Health care realty company Ventas Inc., Louisville, Ky., said
yesterday that it has agreed to a long-term restructuring plan
for all of its debt, according to Reuters. The plan, which Ventas
negotiated with most of its lenders, will replace the
approximately $974 million outstanding under its current credit
facility. The agreement follows the mid-September chapter 11
filing by Vencor Inc., one of the largest nursing home operators
in the country and Ventas' principle tenant. The plan is
scheduled to be filed later this year and to take effect in the
first quarter of 2000. Ventas' debt restructuring agreement
provides that Vencor must emerge from chapter 11 by Dec. 31,  
2000. (ABI 02-Nov-99)


VOICE IT WORLDWIDE: Files Plan and Disclosure Statement
-------------------------------------------------------
The debtor, Voice It Worldwide, Inc. filed its plan of
reorganization with the US Bankruptcy Court for the District of
Colorado on October 22, 1999.  The plan provides for the
reorganization of the debtor.  The creditors will be paid out of
the cash on hand on the Effective Date.

Treatment of claims:

Class 1 - Priority, Wage and Benefit Plan Claims - The debtor did
not schedule nay priority wage claimants and does not expect any
to be filed.

Class 2 - Secured Claims of Coast Business Creditor - Valued at
approximately $102,000 - Paid in equal monthly installments over
a five month period.  The Class 2 claim is impaired under the
plan.  

Class 3 - Unsecured Creditors - Paid 15% of its allowed claim on
the Effective Date of the plan. On the one year anniversary
claimants will receive an additional 13% of allowed claims.  As
inventory is sold, 50% of gross proceeds will be distributed on a
pro-rata basis to class 3.  Claimants shall also have the right
to exchange cash distribution for new equity in the debtor.

Class 4 - Interests of Pre-confirmation shareholders - Interests
will be canceled under the plan. Impaired. Deemed to reject plan.

Cash on hand is expected to be $1.1 million, from ongoing sales,
and new capital contributions.  Voice It expects to raise at
least $350,000 in new capital on the effective date of the plan.  
Each Class 3 unsecured creditor may contribute 15% of their claim
in lieu of their cash distributions into a New Capital
contribution for new equity in the company.  Voice It believes
that the plan is feasible.

Ajit Jumar will remain as CEO and Director.  Dale Dreckman will
continue as VP of Finance and Controller of the company. J.
Frederick Walters will continue as Chairman of the Board of
Directors and President of the International Division. Anil
Agarwal will continue as the President of the US Division and the
VP of Technology Development.


WESTMORELAND COAL: Full Payment Has Been Made For Tendered Shares
-----------------------------------------------------------------
Westmoreland Coal Company has announced the results of its tender
offer to purchase up to 631,000 of its outstanding  depositary
shares,  each representing one quarter of a share of Series A
Convertible  Exchangeable Preferred Stock, at $19.00 per
depositary share. The tender offer expired at 5 p.m. October 26,
1999.  412,536 depositary shares were tendered in response to the
offer and Westmoreland has accepted for payment (and thereby
purchased) all shares tendered. The company now has 834,833
depositary shares outstanding.

The company has also paid First Chicago Trust Company of New
York, the depositary for the tender offer, $7,838,184.00 in full
payment for the shares purchased in the offer.  Holders of
depositary shares tendered and accepted will receive payment as
soon as practicable from the Depositary.

Christopher K. Seglem, Westmoreland's Chairman, President and CEO
said, "The tender offer conducted earlier this year was
oversubscribed.  This second offer was intended to satisfy that  
unfulfilled interest on the part of some of our preferred
shareholders.  Through this second offering we gave them the
opportunity to tender those shares under the same terms."

"We are very pleased with the combined responses to these tender
offers. As a result of the two tender offers, the number of
outstanding depositary shares has been reduced from 2.3 million
to approximately 835,000, and the amount of accumulated but
unpaid preferred dividends has been reduced to $8.87 million.  
Our ongoing preferred dividend is also reduced to approximately
$1.8 million versus $4.9 million at the outset.  This lightens
the company's preferred dividend burden as we move forward in our
effort to invest in new projects which will return the company to
sustainable profitability and growth and should significantly
benefit all of our  shareholders.  As we have indicated for some
time, it is highly likely that the company's cash will
now be reinvested for the foreseeable  future in new projects
rather than distributed in the form of dividends," continued
Seglem.

  
                     *********

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
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