TCR_Public/991105.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Friday, November 5, 1999, Vol. 3, No. 215
                     
                     Headlines

BIKES USA: Sells Five D.C. Area Stores
BOSTON CHICKEN: Third Motion To Extend Lease Time Granted
BRUNO'S: Purchase 4 Gregerson Stores For $4.5M
CANBY MOTORS: Case Summary & 20 Largest Unsecured Creditors
CARIBBEAN CIGAR: Order Authorizing Employment of Accountants

DNR USA: Order Confirms Joint Chapter 11 Plan
EAGLE GEOPHYSICAL: Announces Changes in Management
EAGLE GEOPHYSICAL: Nasdaq Decision to Delist Common Stock
HUFF: Lenders Cut Off Credit Lines
GARDEN BOTANIKA: Reports Comparable Store Sales

GREATER SOUTHEAST: Buyer Backs Out
HARNISCHFEGER: Equity Committee To Retain, Berlack, Israels
HARNISCHFEGER: Needs More Time To Assume/Reject Leases
HOUSING RETAILER: Order Extends Time To Assume/Reject Leases
HVIDE MARINE: Confirmation Hearing Scheduled for Dec. 1  

HVIDE MARINE: Still Looking For a Lender
IMAGYN MEDICAL: Confirmed Plan Outlines Claims Satisfaction
JUMBOSPORTS: Court Grants Authority to Sell Property
JUMBOSPORTS: Foothill Capital Supports Rockford Sale
LENOX HEALTHCARE: Files Chapter 11  

LEVITZ: Court Grants Extension To Assume/Reject Leases
LOEWEN: Bar Date Set For December 15, 1999
MICHAEL PETROLEUM: Oil and Gas Revenues Increase 54%
MPPI PHYSICIANS: Case Summary
OPTEL INC: Case Summary & 20 Largest Unsecured Creditors

PARAGON: Order Extends Exclusive Solicitation Period
PENNCORP FINANCIAL: Aggregate Holdings Of Strome Group Is 4.99%
PHILIP SERVICES: Predicts Chapter 11 Exit Within 30 Days
PLANET HOLLYWOOD: To File Plan Within the Next Week
PM HOLDINGS: Case Summary

PURINA MILLS: Case Summary
THORN APPLE: Hearing On Disclosure Statement Set For Nov. 29
TRISM: Beneficial Ownership Of 6.4% Of Stock Held By Fitting
TRISM: Recent Stock Purchase Raises Higgins' Holding To 9.9%
VENCOR: Committee Seeks To Trade In Debtors' Securities

VENCOR: Florida Convalescent Centers Seeks Relief From Stay
VOICE IT: Combined Hearing Set For December 13, 1999
ZENITH: Court to Confirm Plan  

BOND PRICING FOR WEEK OF NOVEMBER 1
        
                     *********

BIKES USA: Sells Five D.C. Area Stores
--------------------------------------
Bikes USA, Alexandria, Va., announced that it has sold five of
its 11 Washington area stores to Performance Inc., a North
Carolina chain of bike stores, The Washington Post reported
today.  The transaction, valued at $2 million, includes the
assumption of leases on stores in Virginia in Vienna, Reston and
Springfield and in Maryland in Gaithersburg and Rockville.
Performance currently operates four stores in the Washington
area. Bikes USA, which filed for chapter 11 protection last month
and then determined it would liquidate, hopes to sell remaining
local shops to other bike retailers, partly because they are more
apt to retain store employees, and they may be more willing to
take responsibility for Bikes USA customers. Performance will
honor Bikes USA gift certificates and merchandise credit
vouchers, and also will perform manufacturer's warranty work.
(ABI 04-Nov-99)


BOSTON CHICKEN: Third Motion To Extend Lease Time Granted
---------------------------------------------------------
The court has granted the extension of time within which the
Debtors must decide whether to assume, assume and assign or
reject their non-residential real property leases through
December 31, 1999.


BRUNO'S: Purchase of 4 Gregerson Stores For $4.5M
-------------------------------------------------
Bruno's and Gregerson's Foods, Inc., subject to bankruptcy court
approval, entered into an Asset Purchase Agreement dated
September 10, 1999.  For $4,500,000, in cash, Bruno's agrees to
purchase from Gregerson's four grocery stores, located at:

     * 1615 Quintard Avenue in Anniston, Alabama;

     * 828 Quintard Avenue in Oxford, Alabama;

     * 280 North 3rd Street in Gadsen, Alabama; and

     * 2713 Forrest Avenue in Gadsen, Alabama.

The Debtors will take assignments of Gregerson's leasehold
interests in the Anniston, Oxford and North 3rd Street Stores.  
The Debtors will purchase the inventory from the Forrest Avenue
Store and Gregerson's will shutter that facility.  In connection
with the conversion of the Oxford Store, the Debtors will close
one of their nearby Bruno's Stores.  

Agreeing that the transaction represents a sound exercise of the
Debtors' business judgment, Judge Robinson granted the Debtors'
request in all respects.  The transaction, the Debtors say, will
provide them with modern facilities at excellent locations,
enabling Bruno's to compete more effectively in the Alabama
market. (Bruno's Bankruptcy News Issue 27; Bankruptcy Creditor's
Service Inc.)


CANBY MOTORS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Canby Motors Inc.
        4104 Pinkney Road
        Baltimore, MD. 21215

Court: District of Maryland, Northern

Attorney For Debtor:

Alan M. Grochal
Tydings & Rosenberg LLP
100 E. Pratt Street
Baltimore, Md. 21202

20 Largest Unsecured Creditors:

Creditor                         Amount
--------                         ------
FCNB Mortgage                  $213,281
Internal Revenue Service        135,000
JRC, Inc.                       134,000
FCNB LOC                        124,866
Koon's                           76,825
Joseph Canby                     60,000
Baltimore City Taxing Authority  40,151
Colonial Pacific Lsng            32,000
Ford Motor Credit(Loan)          31,776
WJFK                             31,000
Comptroller of the Treasury      30,483
Hill Management                  28,632
Superior                         27,000
Ford Motor Credit(Purchase)      25,643
Bank of America                  15,690
Wells Fargo                      14,939
WBAL Cable Time                  13,260
Carstar                           9,000
Baltimore Gas & Electric          8,318
R&H                               7,598


CARIBBEAN CIGAR: Order Authorizing Employment of Accountants
------------------------------------------------------------
The US Bankruptcy Court for the Eastern District of Tennessee,
Knoxville, entered an order authorizing Ann Mostoller, Trustee to
employ the accounting firm of McWilliams & Company, to act as
accountants for the estate of Caribbean Cigar Company, debtor.


DNR USA: Order Confirms Joint Chapter 11 Plan
---------------------------------------------
On October 27, 1999, The Honorable Mary F. Walrath, US Bankruptcy
Judge for the District of Delaware entered an order confirming
the first Amended Joint Chapter 11 Plan of Reorganization of
Marker International, DNR USA, Inc. and DNR North America, Inc.
dated September 22, 1999.


EAGLE GEOPHYSICAL: Announces Changes in Management
--------------------------------------------------
Eagle Geophysical, Inc. (Nasdaq: EGEOQ) announced  that the
Eagle Geophysical Board of Directors has agreed to accept the
resignation of Jay N. Silverman as President, Chief Executive
Officer and Director of the Company, subject to Bankruptcy Court
approval of the terms of the Severance Agreement entered into
between Mr. Silverman and the Company. William Lurie, Chairman of
the Eagle Geophysical Board of Directors, said "We believe that
Mr. Silverman is genuinely acting in the best interests of the
organization."

Douglas B. Thompson, a member of the Board of Directors since
April, 1999 and a former officer and director of Digicon, Inc.
and its successor, Veritas DGC, has agreed to manage the overall
activities of the Company as acting CEO on an interim basis. The
Company anticipates that the balance of its senior management
team will remain with the Company as it completes its
reorganization under bankruptcy court protection.

The Company has also decided not to renew its relationship with
its financial advisor, CIBC World Markets. "CIBC was engaged to
assist the Company in restructuring its balance sheet outside of
bankruptcy. However, the rapid decline in market conditions and
the consequent dramatically negative effect on the Company's
business necessitated a bankruptcy filing before a restructuring
could be completed. We now believe that Company management can
effectively complete the Company's bankruptcy restructure without
the assistance of an outside financial advisor," said Mr.
Thompson.


EAGLE GEOPHYSICAL: Nasdaq Decision to Delist Common Stock
----------------------------------------------------------
Eagle Geophysical, a provider of onshore and offshore seismic
data acquisition services to the petroleum industry, filed for
protection from creditors with the United States Bankruptcy Court
in Delaware on September 29, 1999 as a consequence of the
unprecedented slowdown in world-wide oil and gas exploration
activity which led to a dramatic decline in the demand for the
Company's services.

In response to Eagle Geophysical's announcement of its bankruptcy
filing, The Nasdaq Stock Market ("Nasdaq") halted trading of
Eagle Geophysical's common stock on September 29, 1999. Nasdaq
requested additional information regarding the bankruptcy filing
from the company which was provided on October 14, 1999.

Nasdaq has reviewed Eagle Geophysical's response and has advised
the company that its common stock will be delisted effective at
the close of business on November 8, 1999. Eagle Geophysical has
been advised that its common stock (now under the symbol "EGEOQ")
may be traded after that date on the so-called "pink sheets" if
there is sufficient interest by brokers in making a market in the
stock. However, the Company can give no assurance that its common
stock will trade on this or any other market or as to the nature
and extent of any such trading.


HUFF: Lenders Cut Off Credit Lines
----------------------------------
Bank One Corp. and BankAmerica Corp., lenders to sports-equipment
maker Huffy Corp., cut off funding of unsecured lines of credit
to the company after Huffy defaulted on its credit agreements,
The Wall Street Journal reported. Now Huffy's paying agent,
Harris Trust & Savings Bank, will not honor dividend checks that
Huffy mailed last week. When the lenders cut the funding, Huffy
already had sent the checks worth about $900,000. Huffy CFO
Thomas A. Frederick said that the checks should not have been
mailed and that the company and its lenders had reached a
"stalemate in negotiations and [the lenders] decided basically to
stop floating us." In September, the biggest bicycle company in
the country announced a major restructuring under which it would
end bike production in favor of contacting out to overseas
manufacturers. Huffy has about $90 million in unsecured debt.
(ABI 04-Nov-99)


GARDEN BOTANIKA: Reports Comparable Store Sales
-----------------------------------------------
On November 3, 1999, Garden Botanika, Inc. (OTC BB:GBOT) reported
comparable store sales for October (the four-week fiscal period
ended October 30, 1999). Comparable store sales decreased 16%
from sales in October of 1998 for the 147 stores open at least
one complete fiscal year.  Total sales declined to $ 3.7 million
from $ 6.2 million in the prior year, primarily due to a decrease
in the number of stores from 273 to 148. For the month, combined
mail order and Internet sales were $ 221,000, and the
Company recognized $ 226,000 in revenue from sales of annual
memberships in the Company's discount shopping "Garden Club"
program, which membership sales are amortized over the course of
a year. For the thirty-nine weeks ended October 30, 1999, sales
decreased to $ 44.0 million from $ 63.2 million in the comparable
prior period. Included in total sales are mail order and Internet
sales of $ 1.9 million and the recognition of $ 2.2 million in
revenue from sales of annual memberships in the Company's
discount shopping "Garden Club" program.

In other news, the Company announced the appointment of William
L. Lawrence Jr. to the newly created position of Chief Operating
Officer. Prior to joining the Company, Mr. Lawrence was Executive
Vice President and Chief Financial Officer at Jay Jacobs, Inc., a
Seattle-based apparel retailer that recently underwent
liquidation. Prior to that, Mr. Lawrence was the Chief Financial
Officer at Paul Harris Stores Inc., an Indianapolis-based apparel
retailer, where, among other things, he helped lead a successful
plan of reorganization. Commenting on the appointment, President
Arlee Jensen said, "Bill's specialty retailing background, as
well as his experience with the Chapter 11 process, makes him
particularly suited to our current needs. He will be a
valuable asset to the management team as we work forward in our
reorganization."
  
Garden Botanika markets botanically based cosmetic and personal
care products through its 149 stores across the U.S., through its
own catalog and on the Internet. The Company's headquarters are
located at 8624-154th Avenue NE, Redmond, Washington 98052, and
its website address is www.gardenbotanika.com.
  

GREATER SOUTHEAST: Buyer Backs Out
----------------------------------
At the eleventh hour, Doctors Community Healthcare Corp. withdrew
its $39 million offer to take control of Greater Southeast
Community Hospital in Washington yesterday, The Washington Post
reported. The Arizona-based company withdrew one hour before the
sale was to be announced in bankruptcy court. The hospital, which
filed for bankruptcy protection in May, has been operating with
financial assistance from the city since the filing, but last
month Mayor Anthony Williams said the taxpayers would not
continue bailing out the private firm. Now hospital officials
have until tomorrow unless creditors agree to another extension;
the hospital is $70 million in debt. Officials for Doctors
Community said they were "blindsided" by the hospital's last-
minute disclosures that state and federal officials are seeking
to recover $4.6 million in overpayments to the hospital and also
cited "major discrepancies" in the hospital's inventory of which
medical equipment it owns and which it leases. (ABI 04-Nov-99)


HARNISCHFEGER: Equity Committee To Retain, Berlack, Israels
-----------------------------------------------------------
The Official Committee of Equity Security Holders seeks Court
authority to retain New York-based Berlack, Israels & Liberman
LLP as its lead counsel in the Debtors' chapter 11 cases.  
Berlack will assist the Committee in all administrative matters,
litigation and negotiation of a plan of reorganization.

Edward S. Weisfelner, Esq., leads the engagement, assisted by
Erica M. Ryland, Esq., and Marcela M. Sanchez.  Mr. Weisfelner
discloses that, from time to time, Berlack has represented and
likely will represent other parties-in-interest.  No other
representation will, Mr. Weisfelner assures the Court, be related
to the Debtors' chapter 11 cases.  

Berlack will bill for its services at its customary hourly rates:

          Partners                    $310 to $425
          Associates                  $180 to $300
          Paraprofessionals            $95 to $135

Mr. Weisfelner relates that Berlack was retained by Invista and
Portfolio FF in August, and began lobbying with the U.S. Trustee
for formation of an official equity committee in September.  Upon
appointment of the Committee, Berlack terminated its
representation of the individual shareholders and each individual
shareholder has executed a letter agreement waiving any
potential conflict of interest.  (Harnischfeger Bankruptcy News
Issue 14; Bankruptcy Creditor's Service Inc.)


HARNISCHFEGER: Needs More Time To Assume/Reject Leases
------------------------------------------------------
It will be impossible to make reasoned decisions about whether to
assume or reject Unexpired Leases before November 14, 1999, the
Debtors tell Judge Walsh.  The Debtors do not want to forfeit
their rights to assume any Unexpired lease as a result of the
deemed rejected" provision of 11 U.S.C. Sec. 365(d)(4).  

Accordingly, the Debtors ask their the time within which they
must decide whether to assume, assume and assign or reject leases
of non-residential real property with non-Debtor parties be
extended through and including March 14, 2000.  

Some of their Unexpired Leases, the Debtors note, are
Intercompany Leases, and determinations of the disposition of
those agreements is best made under a plan of reorganization.  
The Debtors caution that if premature decisions were made about
Intercompany Leases, this could lead to a host of priority-status
intercompany claims.  With this in mind, the Debtors ask
their the time within which they must decide whether to assume,
assume and assign or reject Intercompany Leases be extended
indefinitely.  

The Debtors make it clear that their request for an extension is
without prejudice to the right of any Lessor to request that the
extension be shortened as to a particular lease.  

In the absence of any objection, Judge Walsh granted the Debtors'
request in all respects. (Harnischfeger Bankruptcy News Issue 13;
Bankruptcy Creditor's Service Inc.)


HOUSING RETAILER: Order Extends Time To Assume/Reject Leases
------------------------------------------------------------
By order of the US Bankruptcy Court, District of Delaware entered
on October 20, 1999, the period within which the debtors, Ted
Parker Home Sales, Inc. and Carolina Home Sales, Inc. may assume
or reject the leases as defined in their motion, shall be, and
hereby is, extended from September 20, 1999 until November 19,
1999.


HVIDE MARINE: Confirmation Hearing Scheduled for Dec. 1  
-------------------------------------------------------
Hvide Marine Inc., Fort Lauderdale, Fla., announced yesterday
that the Bankruptcy Court for the District of Delaware has
approved the company's disclosure statement regarding its
proposed plan of reorganization, according to a newswire report.
The plan, filed on Oct. 1 and amended on Nov. 1, has the support
of the unsecured creditors' committee. A confirmation hearing is
scheduled for Dec 1., and the company will now proceed with the
solicitation of votes on the plan. Hvide filed chapter 11 in
September and entered into a $60 million debtor-in-possession
credit facility. (ABI 04-Nov-99)


HVIDE MARINE: Still Looking For a Lender
----------------------------------------
The Miami Herald reports on November 4, 1999 that a federal
bankruptcy judge tentatively approved Hvide Marine's
amended Chapter 11 reorganization plan during a hearing late
Tuesday in Delaware.

Over stockholder objections, Judge Peter Walsh instructed the
Fort Lauderdale global shipping and towing company to mail the
plan to stockholders and creditors by Friday. Interested parties
have until the Dec. 1 confirmation hearing to submit written
objections .

No substantive changes were made to the plan, which would give
Hvide's largest creditors 98 percent of the company's stock and
cut more than half of the company's outstanding $800 million in
debt from the balance sheet.  Under the plan, the company's
existing 9,000 stockholders would get warrants but no stock for
their 15.5 million shares.

"There was no change at all in terms of who gets what," said Jack
O'Connell, Hvide vice president of corporate communications.
"There is more disclosure of where we are in terms of our
financials. But for all intents and purposes, it's the same."

To emerge from Chapter 11, Hvide still faces two hurdles:
Obtaining Walsh's confirmation of the bankruptcy plan in December
and finding a lender that will refinance more than $265 million
in bank loans.


IMAGYN MEDICAL: Confirmed Plan Outlines Claims Satisfaction
-----------------------------------------------------------
As previously reported, Imagyn Medical Technology Inc. and its
subsidiaries on May 18, 1999 filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.
Since that date, the company has continued managing
its affairs as "debtor-in-possession,".

On October 18, 1999, the United States Bankruptcy Court for the
District of Delaware issued an order confirming the company's
Joint Amended Plan of Reorganization dated September 10, 1999,
and modified on October 18, 1999.

Prior to the effective date of the Plan, the company had
approximately 38,694,000 shares of common stock outstanding. On
the effective date of the Plan, all of these outstanding shares
will be canceled. The reorganized company will have 100,000,000
shares of new common stock authorized and will issue 10,000,000
shares as required by the Plan and described below.

The company anticipated that confirmation of the Plan on November
1, 1999. In connection with the effective date, trading in the
company's common stock ceases and Imagyn will file to deregister
its securities and terminate its reporting obligations under the
Securities Exchange Act of 1934.

The Plan of the company and certain of its subsidiaries provides
that on the effective date, creditors' claims will be satisfied
through (i) the restructuring of the company's existing revolving
credit facility with B.T. Commercial Corporation and the secured
term loan with Credit Suisse First Boston and in the case of the
Secured Term Loan, the distribution of 200,000 shares of new
common stock; (ii) the issuance of approximately 8,600,000 shares
of new common stock in exchange for the claims of the holders of
the company's 12.5% notes; (iii) the issuance of 200,000 shares
of new common stock and new warrants in exchange for the
claims of the holders of the 8.75% convertible debentures; (iv)
the payment by cash or the issuance of a prorated share of the
8,600,000 million shares of new common stock, (described above in
(ii)), to the holders of certain unsecured claims; and
(v) the payment in full over a three-year period of the claims of
trade creditors from whom the company and its subsidiaries intend
to continue to purchase goods or services after confirmation and
who agree to provide ongoing trade credit to the reorganized
company after the effective date. In general, secured claims
other than the Revolving Credit Facility and the Secured Term
Loan are not impaired by the Plan. Holders of equity in the
company (including common stock and options, warrants and
other securities exchangeable or convertible for the company's
common stock) and holders of securities claims do not receive or
retain any property under the Plan on account of such claims or
interests.

The company's and subsidiaries' unaudited September 30, 1999
monthly report filed with the United States Trustee reported
total assets of approximately $95.7 million, post-petition
liabilities of approximately $13.0 million and pre-petition
liabilities of approximately $249.6 million.


JUMBOSPORTS: Court Grants Authority to Sell Property
----------------------------------------------------
On October 27, 1999, the US Bankruptcy Court for the Middle
District of Florida entered an order granting the debtor's motion
to sell real property located in Ft. Lauderdale, Florida to City
Furniture, inc. for $5.91 million.

The property is located at 11249 Pines Boulevard in the City of
Pembroke Pines, County of Broward, State of Florida.


JUMBOSPORTS: Foothill Capital Supports Rockford Sale
--------------------------------------------------------------
Foothill Capital Corporation, as agent for a group of lenders
supports the debtor's request for court authority to sell real
property located in Rockford Illinois for the amount of $1.75
million.  Foothill supports the sale so long as the net proceeds
are paid to Foothill to be applied to certain of Foothill's
claims and liens.


LENOX HEALTHCARE: Files Chapter 11  
----------------------------------
Lenox Healthcare Capital Corp. and at least 80 affiliates filed
for chapter 11 protection yesterday in Delaware after the court
closed, according to a newswire report. Lenox, a privately-held
national provider of long-term healthcare, operated 73 facilities
in 13 states as of May. The Pittsfield, Mass., company assumed
the management of Atlanta-based NewCare Health Corp. in June.
NewCare, which operates nursing homes, assisted living centers
and hospitals, had previously filed chapter 11 in order to
restructure its debt. (ABI 04-Nov-99)


LEVITZ: Court Grants Extension To Assume/Reject Leases
------------------------------------------------------
The Debtors have disposed of, by rejection, assumption and
assignment, or termination, approximately 60% of their 105
property leases.  Despite this accomplishment, the Debtors have
not yet disposed of all of their excess real estate.  The Debtors
indicate that, as these cases move toward confirmation of a plan,
they will continue to review their leases and may decide to close
certain stores and move to new locations in order to realize
maximum value from their real estate. These decisions will be
made before confirmation, but the Debtors want the maximum level
of flexibility up to the last minute.

With many of their Landlords, in conjunction with the Bulk Sale
and Sale-Leaseback Transactions, the Debtors entered into
Stipulations fixing agreed deadlines by which Levitz must decide
whether to assume, assume and assign or reject their non-
residential real property leases of specific properties.
With respect to those Landlords who did not enter into
Stipulations, the Debtors ask the Court to extend the time within
which to make decisions to December 28, 1999.

The Court can infer from the absence of any objection by a
landlord that Landlords who are not parties to separate
stipulations believe the Debtors' request is appropriate, Ms.
Henry told Judge Walrath at today's hearing.  

Finding that the Debtors have shown cause for a further
extension, Judge Walrath granted the Debtors' Motion in all
respects. (Levitz Furniture Bankruptcy News Issue 38; Bankruptcy
Creditor's Service Inc.)


LOEWEN: Bar Date Set For December 15, 1999
------------------------------------------
December 15, 1999, is the deadline for creditors to file their
proofs of claim against the U.S. Debtors.  Claims must be
received by Logan & Company by 5:00 p.m. on December 15, 1999.  
Claims should be filed using the customized forms mailed to
creditors by Logan & Company.  

Loewen has set-up a special toll-free phone line at 888-547-6875
to provide information regarding the company's restructuring.  A
variety of recorded information is available and a live operator
can be reached.  


MICHAEL PETROLEUM: Oil and Gas Revenues Increase 54%
----------------------------------------------------
Houston-based Michael Petroleum Corporation reported on November
3, 1999 that oil and natural gas revenues for the three months
ended September 30, 1999, increased 54 percent to $ 10.3 million,
from $ 6.7 million for the same period in 1998.  Oil and
natural gas production costs for the three months ended September
30, 1999, increased 25 percent to $ 1.5 million, from $ 1.2
million for the same period in 1998, primarily due to increased
production.  

For the third quarter of 1999, the company reported a net loss
of $ 261,000, compared to a net loss of $ 1.8 million for the
same period in 1998. EBITDA (Earnings Before Interest, Income
Taxes and Depreciation, Depletion and Amortization) for
the three months ended September 30, 1999, was $ 8.2 million,
compared to $ 5.2 million for 1998.
  
For the first nine months of 1999, the company reported a
net loss of $ 7.7 million, compared to a net loss of $ 3.1
million for the same period in 1998. EBITDA for the nine months
ended September 30, 1999, was $ 19.2 million, compared to $ 12.8
million for the same period in 1998.
  
As of September 30, 1999, Michael Petroleum had participated in
the drilling of 21 gross (15 net) wells, 14 gross (12 net) of
which were completed and classified as productive wells.
Recently, the company has commenced sales on the Luz A. Hein No.
13 well in its La Perla area. The new well was fracture
stimulated on October 22, 1999, and is currently producing at a
rate of 2.6 MMcf per day. In addition, the Luz A. Hein No.
14 well was drilled to a depth of 10,600 feet and encountered
approximately 70 feet of gross pay through the Lobo 6 interval.
Completion operations have begun and will include fracture
stimulation. The company holds a 100 percent working interest in
each of these two wells.
  
As previously announced, on September 30, 1999, the company
reported that it would not make the $ 7.8 million interest
payment due on October 1, 1999, on the company's 11 1/2 percent
senior notes. On October 5, 1999, representatives of the company
and its financial advisor met with representatives of the
unofficial creditors' committee for holders of the
company's 11 1/2 percent senior notes and the committee's
financial advisor regarding a revised debt restructuring
proposal. The senior notes indenture provides for a 30-day grace
period before an event of default exists as a result of the
nonpayment of interest. This grace period expired on October
31, 1999. The company is continuing to negotiate with holders of
the senior notes and its senior bank lender in an effort to
effect a consensual restructuring of the company's indebtedness
or an alternative transaction, which could be implemented outside
of insolvency proceedings or in connection with court-supervised
bankruptcy proceedings.
  

MPPI PHYSICIANS: Case Summary
-----------------------------
Debtor: MPPI Physicians LLC
        9601 Pulaski Park Drive
        Suite 421
        Baltimore, MD 21220

Case Filed: September 2, 1999

Chapter: 11

Attorney For Debtor:
Alan M. Grochal
Tydings & Rosenberg LLP
100 E. Pratt Street
Baltimore, Md.


OPTEL INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: OpTel, Inc.
        1111 W. Mockingbird Lane
        Suite 1000
        Dallas, Texas 75247

Case No: 99-3951
Court: District of Delaware

Attorney For Debtor:
James A. Beldner
Kronish, Lieb, Wiener & Hellman LLP
1114 Avenue of the Americas
New York, NY 10036
212 479-6000

Laura Davis Jones, Esq.
Young, Conaway Stargatt & Taylor, LLP
11th Fl. Rodney Square North, PO Box 391
Wilmington, DE

Total Assets; $540,424,000
Total Liabilities: $496,220,567
Bank Secured Debt: $10,000,000 - 2 holders
Other Secured Debt: $8,279,359 - 4 holders
Capital Lease Claims: $5,339,296 - 5 holders
Unsecured - 13% Senior Notes $226,218,611
Unsecured - 11-1/2% Senior Notes $203,833,333
Unsecured Customer Claims: $5,932,835 - 235,000 holders
Unsecured Earn-Out Payment: $5,811,611 - 1 holder
General Unsecured Claims - $29,318,169
Unsecured Intercompany claims - $1,487,353 - 3 holders

Common Stock
Class A 164,272 shares - 1 holder
Class B 2,353,499 shares - 2 holders
Class C 225,000 - 36 holders

Preferred Stock
Series A 7,954 shares - 1 holder
Series B 1,106 shares - 3 holders

The debtor is a leading network based provider of communication
services, including local and long distance telephone, cable
television and high speed internet acc3ess services primarily
serving residents of multiple dwelling units in the US.

20 Largest Unsecured Creditors;

Creditor                  Nature                Amount
--------                  --------              ------

US Trust Company           13% Notes            225M
US Trust Company           11.5% Notes          200M
Nationwide                 Deferred Acquisition
                           Payment               5,811,611
Lucent Technologies Inc.   Trade debt            1,220,645
Netlink                    Trade debt              814,923
Showtime                   Trade debt              665,754
City of Houston            Trade debt              596,538
Blonder Tongue             Trade debt              350,327
ESPN                       Trade debt              305,820
Fox Sports Southwest       Trade debt              305,445
Viacom Network             Trade debt              291,135
TNT                        Trade debt              287,262
PHH Vehicle Management     Trade debt              267,217
The Disney Channel         Trade debt              276,297
AT&T                       Trade debt              267,217
Advanced Fibre             Trade debt              234,425
CNN                        Trade debt              200,430
Cable Communications, Inc  Trade debt              197,266
CNBC                       Trade debt              139,671
The Discovery Channel      Trade debt              132,366


PARAGON: Order Extends Exclusive Solicitation Period
----------------------------------------------------
By order of the US Bankruptcy Court for the northern district of
Georgia, Atlanta Division, the time period within which Paragon
shall have the exclusive right to solicit acceptances to a plan
of reorganization is extended through and including January 31,
2000.
  

PENNCORP FINANCIAL: Aggregate Holdings Of Strome Group Is 4.99%
---------------------------------------------------------------
The Strome group members are made up of Strome Hedgecap Fund,
L.P.,  Strome Hedgecap Limited, Strome Offshore Limited, Strome
Partners, L.P., Strome Susskind Hedgecap Fund LP, and Strome
Investment Management, LP.

Strome Partners, L.P., beneficially owns 237,136 shares of common
stock of Penncorp Financial Group Inc. and is the beneficial
owner of 0.82% of the outstanding common stock.  Strome Offshore
Limited beneficially owns 916,244 shares of stock and is the
beneficial owner of 3.16% of the outstanding common stock.  
Strome Hedgecap Fund, LP beneficially owns 251,957 shares of
stock and is the beneficial owner of 0.87% of the
outstanding shares of common stock.  Strome Hedgecap Limited
beneficially owns 44,463 shares of stock and is the beneficial
owner of 0.15% of the outstanding common stock.

Strome Investment Management, LP as general partner of and
discretionary investment adviser Strome Partners, LP and Strome
Hedgecap Fund, LP, and discretionary investment adviser to Strome
Offshore Limited and Strome Hedgecap Limited, beneficially owns
1,449,800 shares of stock and is the beneficial owner of 4.99% of
the outstanding shares of common stock.

SSCO, Inc., as the general partner of Strome Investment
Management, LP, beneficially owns 1,449,800 shares of the stock
and is the beneficial owner of 4.99% of the outstanding shares of
common stock.

Mark E. Strome, as a settlor and trustee of The Mark E. Strome
Living Trust dated 1/16/97, which trust is the controlling
shareholder of SSCO, Inc., beneficially owns 1,449,800 shares of
the stock, and is the beneficial owner of 4.99% of the
outstanding shares of common stock.

In the aggregate the firms may be deemed to own 4.99% of the
stock and exercise shares voting and dispositive powers over the
1,449,800 shares of common stock.

Strome Investment Management, LP, a registered investment
adviser, SSCO, its general partner and Strome, a trustee of
SSCO's controlling shareholder, have the right or the power to
direct the receipt of dividends from the stock, to direct the
receipt of proceeds from the sale of stock to Strome Investment
Management's investment advisory clients (i.e., the Funds) and to
direct the vote on behalf of the Funds. No Fund owns more
than 5% of the stock.


PHILIP SERVICES: Predicts Chapter 11 Exit Within 30 Days
--------------------------------------------------------
Philip Services Corp. announced that the U.S. Bankruptcy Court
overseeing its U.S. chapter 11 case has indicated approval for
the plan, subject to satisfactory completion of negotiations
regarding Philip's exit financing facility. Other than those
terms, the court has confirmed the U.S. plan, and the company
expects to emerge from bankruptcy within 30 days, according to a
newswire report. Philip anticipates that it will have access to
more than $125 million of financing when it emerges from chapter
11, in addition to the proceeds from the previous sale of assets.
Under the plan, $1 billion in debt will be converted into $250
million in senior secured debt, $100 million in convertible
payment in-kind debt and 91 percent of the shares of the
restructured company. Holders of impaired unsecured debt will
receive a pro rata share of $60 million in unsecured payment in-
kind notes and 5 percent of the common shares of the restructured
company. The Hamilton, Ontario-based company is also under court
protection in Canada.  Under its Canadian plan of reorganization,
substantially all the assets of Philip Services Corp.  and its
Canadian subsidiaries will be transferred to new Canadian
subsidiaries of Philip Services (Delaware) Inc. Upon
implementation of the U.S. plan, Philip Services (Delaware) Inc.
will issue and distribute 224 million new shares of common stock
on a pro rata basis to its secured lenders, unsecured creditors,
existing shareholders, class action claimants and other equity
claimants. (ABI 04-Nov-99)


PLANET HOLLYWOOD: To File Plan Within the Next Week
---------------------------------------------------
According to the Daily Bankruptcy Review and ABI, November 4,
1999, Planet Hollywood International Inc., Orlando, Fla., will
file a reorganization plan within the next week, according to the
theme-based restaurant franchisor's bankruptcy attorney. At a
hearing on Nov. 2, Robin Keller of Stroock & Stroock & Lavan,
counsel to Planet Hollywood, told U.S. District Court Judge
Joseph J. Farnan Jr. the company hoped to file its reorganization
plan and related disclosure statement by Nov. 5 and would file
them by Nov. 8 "at the latest."  


PM HOLDINGS: Case Summary
-------------------------
Debtor: PM Holdings corporation
        4111 East 37th street North
        Wichita , Kansas 67220

Affiliated debtors:
Carolina Agri-Products, Inc.
Coastal Ag-Development, Inc.
Cole Grain Company, Inc.
Dairy Management Services, LLP
PM Holdings Corporation
PM Nutrition Company, Inc.
PMI Agriculture, LLC
PMI Nutrition Inc.
PMI Nutrition International Inc.
Purina Livestock Management Services, Inc.
Purina Mills, Inc.

Court: District of Delaware
Chapter: 11
Case No.: 99-3937
Case Filed: October 28, 1999
Attorneys For Debtor:
Thomas L. Ambro, Esq.
Daniel J. DeFranceschi, Esq.
Richards, Layton & Finger, PA
One Rodney Square North
PO Box 661
Wilmington, Delaware 19899

Richard M. Cieri, Esq.
Jones, Day, Reavis & Pogue
North Point
801 Lakeside Avenue
Cleveland, Ohio 44114


PURINA MILLS: Case Summary
--------------------------
Debtor: Purina Mills, Inc.
        1401 South Hanley Road
        St. Louis, Missouri

Court: District of Delaware
Case No.: 99-3938
Case Filed: October 28, 1999
Attorneys For Debtor:
Thomas L. Ambro, Esq.
Daniel J. DeFranceschi, Esq.
Richards, Layton & Finger, PA
One Rodney Square North
PO Box 661
Wilmington, Delaware 19899

Richard M. Cieri, Esq.
Jones, Day, Reavis & Pogue
North Point
801 Lakeside Avenue
Cleveland, Ohio 44114


Total Assets: $773,767,000
Total Debt:   $753,240,000

Shares of common stock: 1,000


THORN APPLE: Hearing On Disclosure Statement Set For Nov. 29
------------------------------------------------------------
A hearing on the Disclosure Statement of Thorn A[[le Valley,
Inc., et al., debtors, is set for November 29, 1999 at 9:30 AM.

The exclusive period within which the debtors, Thorn Apple
Valley, Inc., Coast Refrigerated Trucking Co., Inc. National Food
Express, Inc. and TAV Brands Inc. may seek acceptance of its
Plan, is extended to December 6, 1999.


TRISM: Beneficial Ownership Of 6.4% Of Stock Held By Fitting
------------------------------------------------------------
Philip L. Fitting, of Wilton, CT., has reported beneficial
ownership of 366,430 shares of common stock of Trism, Inc.  Mr.
Fitting has sole control over voting and dispositive matters in
regard to the shares held.  366,430 shares represents 6.4% of the
outstanding shares of common stock of the company.


TRISM: Recent Stock Purchase Raises Higgins' Holding To 9.9%
------------------------------------------------------------
James F. Higgins now holds 567,144 shares of common stock of
Trism, Inc.  This amount represents 9.9% of the outstanding
shares of common stock of the company, and Mr. Higgins exercises
sole voting and dispositive power over that shares. Mr. Higgins'
present principal occupation is in the area of finance.  He
purchased the shares for investment, using personal funds.

On October 20, 1999, Mr. Higgins purchased (i) 448,979 shares of
the common stock of Trism, Inc. from Hillside Capital
Incorporated in a private sale for a purchase price per share of
$0.00091 and (ii) 100,665 shares of the common stock of Trism,
Inc. from John N. Irwin III in a private sale for a
purchase price per share of $0.00091. Each of the aforementioned
transactions were effected in New York, New York.


VENCOR: Committee Seeks To Trade In Debtors' Securities
-------------------------------------------------------
Members of the Official Committee of Unsecured Creditors, in
order to carry out their duties, come into possession of material
non-public information about the Debtors, their operations, their
business plans and their prospects for reorganization.  If a
Committee member were trade in the Debtors' securities based on
this information, it is clear that the member would violate its
fiduciary duty.  

At least one of the Committee's members, however, is an
institutional investor, having a simultaneous duty to maximize
returns for its clients.  Because the same individuals do not
serve on the Committee and trade securities for clients, the
Committee asks the Court to enter an order permitting trading in
the Debtors' debt and equity securities provided that appropriate
information blocking devices (sometimes referred to as Chinese
Walls) are put in place at the Committee member's firm.  

The Committee points to In re Federated Department Stores, Inc.,
1991 Bankr. LEXIS 288 (Bankr. S.D. Ohio Mar. 7, 1991), where
Judge Aug considered a nearly-identical request by Fidelity
Investments and held that Fidelity would not violate its
fiduciary duty as a creditors' committee member or subject
Fidelity's claims to subordination, disallowance or other
adverse treatment, if it traded in Federated's securities so long
as a Chinese Wall was erected between the committee member and
the traders.  

The Committee provides the Court with a copy of a Memorandum of
Law submitted by the Securities and Exchange Commission in the
Federated cases supporting Fidelity's request.  The SEC notes
that Chinese Walls are routinely used in the securities context
and there is no reason that they can't be used in a bankruptcy
context.  Moreover, the SEC suggests, creditors and investment
advisors should not be forced into the choice of serving on a
committee and risking the loss of beneficial opportunities for
their clients, or foregoing service and possibly compromising
those same responsibilities by taking a less active role in the
reorganization.  

Appaloosa and Mutual Series also trade in claims against a
debtor's estate.  The Committee asks that claim trading be
covered as well.  The Committee observes that most of the complex
negotiations on the terms of a restructuring were hammered-out
prior to the Petition Date.  A plan of reorganization is already
in draft form.  Most, if not all, of the work to be done, the
Committee says, will be conducted through counsel.  

The Committee advises the Court that Appaloosa and Mutual Series
have already, by proxy, appointed people outside their firms to
act on their behalf in all Committee business.  The structure is
already in place so that these proxyholders will receive any
material non-public information, not disclose it to the actual
Committee members, and vote on all matters put before the
Committee in the place and stead of the actual Committee member.  
(Vencor Bankruptcy News Issue 6; Bankruptcy Creditor's Service
Inc.)


VENCOR: Florida Convalescent Centers Seeks Relief From Stay
-----------------------------------------------------------
Florida Convalescent Centers, Inc. (operating 16 nursing homes
under the Palm Garden nameplate throughout the State of Florida),
entered into various Therapy Service Agreements with TheraTx,
Inc., in 1995.  The Contracts terminated on December 31, 1998,
with a $3,699,000 balance owed by FCC to Vencor.  FCC expects
Medicare to disallow approximately $3,000,000 of reimbursements.  
To the extent that Medicare disallows reimbursements, those
amounts are setoffs against amounts FCC owes Vencor.  The
automatic stay, however, stands in the way.   By this Motion, FCC
seeks relief from the automatic stay to the extent necessary to
permit the setoffs and to submit any disputes that may arise with
Vencor to arbitration in Florida as contemplated by the
underlying Agreements.  

FCC's worst fear is that it will be required to reimburse
$3,000,000 to Medicare and be forced to pay another $3,699,000 to
Vencor.  That scenario, FCC argues, is clearly inequitable;
relief from the automatic stay, as requested, FCC suggests, will
calm their fear and produce an equitable result.  (Vencor
Bankruptcy News Issue 5; Bankruptcy Creditor's Service, Inc.)


VOICE IT: Combined Hearing Set For December 13, 1999
----------------------------------------------------
The hearing to consider the adequacy of and approve the
Disclosure Statement of Voice It Worldwide, Inc., debtor, will be
held in Courtroom B, US Bankruptcy Court, US Customs House, 721-
19th street, Denver, Colorado, on December 13, 1999 at 9:00 AM.  
The hearing for the consideration of confirmation of the plan of
reorganization will be held at the same time and in the same
place.


ZENITH: Court to Confirm Plan  
-----------------------------
Zenith Electronics Corp., Glenview, Ill., announced yesterday
that the bankruptcy court will confirm Zenith's pre-packaged plan
of reorganization, subject to technical modifications of the
plan, according to a newswire report. The modifications apply to
releases in favor of third parties and do not affect any
distributions to creditors or other provisions of the plan.
Zenith President Jeffrey P. Gannon said he expects the company
will emerge from chapter 11 in the near future. (ABI 04-Nov-99)


BOND PRICING FOR WEEK OF NOVEMBER 1
===================================
DLS Capital Partners, Inc. bond pricing for week of November 1,
1999

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07             17 - 19(f)
Amer Pad & Paper 13 '05           18 - 20
Asia Pulp & Paper 11 3/4 '05      76 - 77
E & S Holdings 10 3/8 '06         32 - 35
Fruit of the Loom 8 7/8 '06       18 - 22
Geneva Steel 11 1/4 '04           17 - 19(f)
Globalstar 11 1/4 '04             57 - 59
Hechinger 9.45 '12                11 - 13(f)
Integrated Health 9 1/2 '07        7 - 10(f)
Iridium 14 '05                     6 - 7(f)
Just for Feet 11 '09               7 - 10(f)
Loewen 7.20 '03                   48 - 50(f)
Pillowtex 10 '06                  35 - 38
Planet Hollywood 12 '05           28 - 30(f)
Purina Mills 9 '10                18 - 22(f)
Revlon 0 '01                      28 - 30
Sunbeam 0 '18                     13 - 14
TWA 11 3/8 '06                    42 - 44
United Artists 9 3/4 '08          20 - 24
Vencor 9 7/8 '08                  20 - 22(f)
Zenith 6 1/4 '11                  17 - 20(f)

  
                     *********

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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