TCR_Public/991109.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Tuesday, November 9, 1999, Vol. 3, No. 217
                     
                     Headlines

AAMES FINANICAL: Former Keybank CEO To Lead Company Turnaround
AAMES FINANCIAL: Reports First Quarter Net Income
AMERICAN BANKNOTE: Reaches Preliminary Agreement With Noteholders
AMF BOWLING: Announces Third Quarter Operating Results
BAPTIST FOUNDATION: Plans Bankruptcy Filing

BREED TECHNOLOGIES: Taps Jones, Day as Special Litigation Counsel
BREED TECHNOLOGIES: Taps Wasserstein Perella as Advisors
BROTHERS GOURMET: Seeks Extension of Exclusivity
FACTORY CARD OUTLET: Needs More Time To Assume/Reject Leases
JUST FOR FEET: Noteholders Agreement Calls For Chapter 11 Filing

KEVCO: Increase In Authorized Shares Of Stock On Meeting Agenda
LEVITZ: Continues Reorganization Efforts  
LONG JOHN: Order Authorizes Employ of KPMG Peat Marwick
MARVEL ENTERPRISES: Dickstein Reduces Stock Holdings To Under 5%
MERIDIAN CORP: Order Allows Rejection of Leases

NATIONAL OILWELL: Acquires Skytop Brewster Assets  
NOVACARE: Asset Sale Expected To Yield Gain In 2nd Quarter
NOXSO CORP: Combined Hearing On Disclosure Statement and Plan
OXFORD HEALTH PLANS: Announces Third Quarter Results
OXFORD HEALTH PLANS: President William M. Sullivan Resigns

PEACHTREE NATURAL: Atlanta Gas Light Receives Interim Relief
PHILIP SERVICES: Moves Ahead with Solicitation of Canadian Plan
RECYCLING INDUSTRIES: Seeks To Extend Exclusivity
SANYO AUTOMOTIVE: Order Authorizes Interim Financing
SILICON GAMING: Reports Change In Majority Of Directors

TELEGROUP, INC: Taps PricewaterhouseCoopers as Accountants
TRISM: James F. Higgins Holding 10.2% Of Company Stock
TRISM, INC: Order Approves Second Amended Disclosure Statement
UNITED COMPANIES: Seek Extension To Assume or Reject Leases
TRANSTEXAS: Objections To Confirmation of Plan

VENTAS INC: Reaches Agreement On Long-Term Debt Restructuring
WORLD VISION: Court Ousts Principals
WSR CORP: Order Extends Exclusive Periods

Meetings, Conferences and Seminars

       
                     *********

AAMES FINANICAL: Former Keybank CEO To Lead Company Turnaround
--------------------------------------------------------------
Aames Financial Corporation, a leader in subprime home equity
lending, has announced that A. Jay Meyerson has been appointed
chief executive officer of the company by its board of directors.  
The company also announced that Mr. Meyerson was appointed to the
Board of Directors effective November 1, 1999.

Mr. Meyerson, 52, has more than 20 years experience in the
consumer finance industry and is the former chief executive
officer and chairman of KeyBank USA. He succeeds Mani Sadeghi, a
director of Aames who has been acting as interim chief executive
since May.

"The appointment of Jay is the last phase of a management
transition plan that ensured a seamless and orderly succession,"
said Mr. Sadeghi.  "Jay brings operating experience, analytical
depth, and well-established leadership abilities to Aames.  His
appointment is a major step toward the achievement of our
strategic objectives of positioning Aames as a prudent,
profitable, and innovative leader in the home equity industry."

From 1994 to 1997, Mr. Meyerson was the chief executive and
chairman of KeyBank USA, the $22 billion (assets) national
consumer finance business of KeyCorp. In that role he led the
company's expansion into an array of consumer finance businesses
including the acquisition of Champion Mortgage, a large East
Coast subprime home equity lender. Most recently, Mr. Meyerson
was a managing director at KPMG national financial services
consulting practice. In addition, he had held senior positions at
Wells Fargo Bank, Ameritrust Corporation, and Society
Corporation.

"I look forward to leading Aames as the company's turnaround is
gaining momentum," said Mr. Meyerson. "I am confident that we can
now focus on the execution of our business plan to create
significant value for our shareholders, nationwide customer base
and our broker network. As we move forward, Aames' strategic
objectives are to demonstrate sustained operating profitability,
grow the business prudently and invest in technologies that
leverage Aames' core origination and servicing capabilities."

Aames Financial Corporation is a leading home equity lender that
currently operates 102 retail branches, and 44 broker offices,
serving customers across the country.


AAMES FINANCIAL: Reports First Quarter Net Income
-------------------------------------------------
Aames Financial Corporation, a leader in subprime home equity
lending, reports its results of operations for the three months
ended September 30, 1999, reporting net income of $791,000
compared to a $2.2 million net loss in the prior year's quarter.

"This quarter marks Aames' return to operating profitability,
which is indicative of the progress of the company's turnaround.
Additionally, the company successfully completed a series of
capital transactions, including an additional $25.0 million
dollar investment by Capital Z in August and the recently
completed $25.0 million rights offering and related stand-by
commitment. The company was also successful in completing a
$400.0 million securitization, the company's first since
September 1998, and continued to execute sales in the whole loan
market," said Mani A. Sadeghi, an Aames director who served as
Aames' interim Chief Executive Officer until the recently
announced appointment of A. Jay Meyerson to that position. "The
securitization also had the positive effect of increasing the
total portfolio of loans serviced to approximately $3.9 billion
from $3.8 billion reported at June 30, 1999."

Total revenue for the quarter was $60.9 million, up modestly from
$57.8 million reported in the comparable quarter in 1998, which
included $15.3 million of hedge related charges. Total expenses
during the September 1999 quarter were $59.6 million as compared
to $61.0 million in the comparable period a year ago. "This
decline reflects the early results of the company's continuing
cost reduction efforts," said Mr. Sadeghi.

Mr. Sadeghi continued, "Total loan origination volume amounted to
approximately $523.5 million for the quarter, up $11.4 million,
or 2.2%, from the $512.1 million in origination volume reported
for the quarter ended June 30, 1999.  While down from $725.1
million in originations during the three months ended September
30, 1998, the current quarter's origination volume reflects
management's decision to decrease its reliance on the
correspondent market and focus on profitably growing core retail
and wholesale operations."

Mr. Sadeghi expressed his appreciation for the involvement of
those shareholders who participated in the company's recently
completed rights offering. The rights offering, along with the
related stand-by commitment, resulted in an additional $25.0
million of equity (prior to expenses) for the company. Mr.
Sadeghi said, "The cmpany's results demonstrate progress in
implementing its turnaround objectives, which have come in spite
of continuing competitive lending markets, unstable capital
markets and a rising interest rate environment. With the
successful conclusion of the rights offering, we now have $169.0
million in total shareholders' equity and we believe we are
positioned to continue to execute our business plan and meet
these external challenges."

"Looking forward, the management team at Aames is committed to
achieving the company's strategic objectives of enhancing
operating profitability through prudent cost management and being
an innovative leader in the subprime home equity industry," said
Mr. Meyerson, Aames' new CEO, "We will focus on cost-efficient
origination of quality loans, efficient servicing, and improved
execution in securitization and whole loan markets."

Aames Financial Corporation is a subprime home equity lender
currently operating 102 retail branches and 35 broker offices
serving customers across the country.


AMERICAN BANKNOTE: Reaches Preliminary Agreement With Noteholders
-----------------------------------------------------------------
American Banknote Corporation has reached an agreement in
principle on the terms of a financial restructuring with the
Informal Committee of the 11-1/4% Senior Subordinated Noteholders
who hold more than 85% of those notes; a holder of the company's
Convertible Subordinated Notes who holds in excess of 95% of
those notes; and more than 55% of the holders of the
10-3/8% Senior Secured Notes.

The restructuring will result in the substantial deleveraging of
the company by cancelling, in its entirety, the existing $95
million (plus accrued interest) of 11 1/4% Senior Subordinated
Notes in exchange for approximately 10.5 million shares of new
common stock and by cancelling, in its entirety, the existing
Convertible Subordinated Notes in exchange for approximately
220,000 shares of new common stock.  The 10 3/8% Senior
Secured Notes will be amended to allow the company to make the
next two interest payments (December,1999 & June,2000) with
additional notes in lieu of cash.  In addition, the restructuring
contemplates that existing shareholders will receive
approximately 900,000 shares of new common stock
(subject to certain possible adjustments) and 5 year warrants to
purchase approximately 600,000 shares of new common stock in
exchange for existing common stock outstanding.

Under the agreement in principle, (i) obligations on the
company's 11-5/8% Senior Unsecured Notes will be paid as they
become due (with past due interest on completion of the
restructuring); and (ii) trade obligations and ordinary course
payables will also be paid as they come due in accordance with
customary terms.  The restructuring does not affect any of
the company's domestic and foreign subsidiaries nor any of their
respective creditors or employees.

"The company is pleased that it was able to reach a mutually
beneficial arrangement with its noteholders and intends to
implement the restructuring expeditiously" said Morris Weissman,
Chief Executive Officer of American Banknote Corporation.  
Additionally, Weissman pointed out that "This significant
deleveraging will serve to strengthen the company overall and
give it appropriate financial flexibility to implement its
business strategy going forward."

The agreement is subject to a number of conditions, including
definitive documentation.

American Banknote Corporation is a leading global full-service
provider of secure transaction solutions in carefully selected
markets along three major product groups: Transaction Cards &
Systems, Printing Services and Document Management, and Security
Printing Solutions.  A combined strategy of operating along
product lines and constant expansion of its electronic
transaction activities worldwide reflects the rapidly changing
field of commerce.


AMF BOWLING: Announces Third Quarter Operating Results
------------------------------------------------------
AMF Bowling, Inc. announces, in its operating results for the
third quarter ended September 30, 1999, consolidated revenue of
$182.8 million, a 6.2% increase compared with $172.1 million for
the same quarter of 1998.

For the nine months ended September 30, 1999, AMF reported
consolidated revenue of $546.5 million, a 4.9% increase compared
with $521.2 million for the same period of 1998.

"We have a lot of work ahead of us, but I was pleased that U.S.
constant center revenue grew by 7.5% in this last quarter. In
addition, I was encouraged that recurring EBITDA increased for
both Bowling Centers and Bowling Products during this quarter
versus last year," noted Roland Smith, President and CEO of AMF.  
"And although our corporate expenses exceed last year, the
increase includes some one-time expenditures such as the
strategic assessment of our business by Bain."

For the third quarter of 1999, net loss was $45.0 million
compared with a net loss of $35.6 million in the third quarter of
1998. The company recorded a valuation allowance for net
operating loss and foreign tax credits which increased net loss
by $21.4 million in the third quarter of 1999.   It recorded an
extraordinary gain of $64.5 million in the third quarter of 1999
related to the purchase of zero coupon convertible debentures
that was part of AMF's recapitalization plan. Net loss before
extraordinary item was $109.5 million for the third quarter of
1999.

For the nine months ended September 30, 1999, net loss was $117.8
million compared with a net loss of $72.0 million for the same
prior year period. Net loss before extraordinary item was $182.3.
As part of its previously announced recapitalization plan, on
July 28, 1999, the company completed a rights offering to
existing stockholders and a tender offer for a portion of its
outstanding zero coupon convertible debentures due 2018 at a
discount to carrying value. In the rights offering, AMF raised
$120 million in equity capital and used approximately $72 million
of the proceeds to fund the purchase of the debentures resulting
in an extraordinary gain of $64.5 million.  As a result, the
company now has approximately 83,597,550 shares of common stock
outstanding. Proceeds of $30 million from the rights offering
were contributed as equity to AMF Bowling Worldwide, Inc. which
repaid amounts due under its revolving credit facility.

At September 30, 1999, AMF had total debt of $1,233.1 million, of
which $179.0 million was outstanding under the revolving credit
facility, compared to $1,344.0 million, of which $163.0 million
was outstanding under the revolving credit facility, at December
31, 1998.

As the largest owner and operator of bowling centers in the
world, AMF is a leading provider of family fun and recreation.
The company owns and operates 539 bowling centers throughout the
world, with 417 centers in the U.S. and 122 centers in 10 other
countries. AMF is also a world leader in the manufacturing and
marketing of bowling products, manufactures and sells
the PlayMaster, Highland and Renaissance brands of billiards
tables, and owns the Michael Jordan Golf Company.


BAPTIST FOUNDATION: Plans Bankruptcy Filing
-------------------------------------------
The Baptist Foundation of Arizona plans to file for bankruptcy
protection within several days in order to facilitate a
restructuring plan, according to a newswire report. More than
13,000 people are owed about $590 million, according to the
Foundation, which was created to manage money for Southern
Baptist charities. Officials plan to give investors the choice of
a cash-out option worth 20 cents on the dollar or shares in a
newly created for-profit company. Up to $40 million is available
for the cash-out plan. In August, the Arizona Corporation
Commission halted Foundation security sales because it allegedly
misrepresented investment returns. It also said the Foundation
does not have the money in its corporate accounts to cover money
owed investors.  Investors and state regulators criticize the
restructuring plan, which they say leaves too many questions
unanswered. (ABI 08-Nov-99)


BREED TECHNOLOGIES: Taps Jones, Day as Special Litigation Counsel
-----------------------------------------------------------------
The debtors, Breed Technologies, Inc. seek to retain and employ
Jones, Day, Reavis & Pogue as special litigation counsel to
handle and conduct the ongoing litigation against AlliedSignal
Inc. and to reduce to judgment an award from the Tokai Rika
Arbitration.


BREED TECHNOLOGIES: Taps Wasserstein Perella as Advisors
--------------------------------------------------------
The debtors, Breed Technologies, Inc. seek to retain and employ
Wasserstein Perella & Co., Inc. as financial advisors.  The
debtors anticipate that Wasserstein will render financial
advisory and related services to the debtors with respect to a
possible sale and as needed in these cases.

The Engagement letter provides for a monthly financial advisory
fee of $125,000.


BROTHERS GOURMET: Seeks Extension of Exclusivity
------------------------------------------------
The debtors, Brothers Gourmet Coffees, Inc., et al. seek an
extension of the exclusive period during which the debtors may
solicit acceptances of their plan of reorganization.  A hearing
to consider the relief will be held on November 16, 1999.  The
debtors currently contemplate that the hearing to consider
confirmation of the First Amended plan will take place on
December 17, 1999.  The debtors therefore request, out of an
abundance of caution that the court extend the Solicitation
Period until January 19, 2000.


FACTORY CARD OUTLET: Needs More Time To Assume/Reject Leases
------------------------------------------------------------
The debtors, Factory Card outlet Corp. seek an extension of the
time within which they may assume or reject unexpired leases of
nonresidential real property.  A hearing will be held on November
15, 1999.  the debtors request a further extension to and
including February 24, 2000.

Since the Commencement Date, the debtors have assumed and
assigned or rejected 40 leases, or approximately 18% of the 224
leases to which they were a party as of the Commencement Date,
and the debtors have exited the Texas and Kansas markets
entirely.  The debtors are engaged in an ongoing review and
analysis of their stores and corresponding leases in order to
determine which stores and leases should be components of the
debtors' business operations after they emerge from Chapter 11.


ICO GLOBAL: To File Plan by Jan. 15 Under Deal with McCaw   
---------------------------------------------------------
Under its recently announced financing deal with Craig McCaw's
Eagle River Investments Ltd., ICO Global Communications has
agreed to file a reorganization plan by Jan. 15, which is
outlined in recent court filings. The plan will provide that
McCaw and other participants supplying financing will convert
$500 million of the loans into 40.5 percent of the total shares
of new ICO common stock issued in the reorganization plan's
effective date. In addition, McCaw will underwrite $700 million
in exit financing, which will constitute 34.5 percent of the
total issued and outstanding shares of ICO on the plan's
effective date.  (The Daily Bankruptcy Review and ABI November 8,
1999)


JUST FOR FEET: Noteholders Agreement Calls For Chapter 11 Filing
----------------------------------------------------------------
Just For Feet, Inc. 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, 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 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 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.


KEVCO: Increase In Authorized Shares Of Stock On Meeting Agenda
---------------------------------------------------------------
Kevco Inc. is inviting its shareholders to attend the annual
meeting  of shareholders to be held at 10:00 a.m., local time, on
November 22, 1999, at the Marriott Courtyard, 3150 Riverfront
Drive, Fort Worth, Texas 76107.

The items of business for the meeting are: Election of directors;
adoption of an amendment to the Articles of Incorporation
authorizing: an increase in the total number of authorized shares
of capital stock from 100,000,000 to 150,000,000; and an
undesignated class of preferred stock, par value $0.01 per share,
two series of preferred stock, and a class of noncommon stock,
par value $0.01 per share; and adoption of the 1999 stock option
plan.

Only shareholders of record at the close of business on October
29, 1999 are entitled to notice of and to vote at the meeting.


LEVITZ: Continues Reorganization Efforts  
----------------------------------------
Levitz Furniture continues to work on its reorganization efforts,
South Florida Business Journal reported. The 80-year-old
furniture retailer plans to keep its Boca Raton, Fla.,
headquarters open and continue operating 64 stores in 13 states,
primarily in the Northeast and the West. Levitz filed chapter 11
in 1997 and closed 27 stores, including six in Florida. Although
the company has unveiled a new multi-media campaign, Dr. Dennis
Palkon, a business professor at Florida Atlantic University said,
"It will be very, very difficult" to turn Levitz around. "The
sector they're in makes it very, very difficult today." (ABI 08-
Nov-99)


LONG JOHN: Order Authorizes Employ of KPMG Peat Marwick
-------------------------------------------------------
On October 22, 1999, the court entered an order authorizing and
approving the employment and retention of KPMG Peat Marwick LP as
auditors for the debtors, Long John Silver's Restaurants, Inc.,
et al.


MARVEL ENTERPRISES: Dickstein Reduces Stock Holdings To Under 5%
-----------------------------------------------------------------
The following entities ceased, as of October 28, 1999, to be the
beneficial owners of more than five percent of the outstanding
shares of Marvel Enterprises Inc.

Dickstein & Co., L.P. now owns 1,240,797 shares, representing
3.7% of the outstanding shares, and exercises sole voting and
dispositive power over said shares.  This amount includes 211,601
shares of common stock that Dickstein & Co., L.P. has the right
to acquire upon conversion of 203,659 shares of the company's 8%
Convertible Exchangeable Preferred Stock held.

Dickstein International Limited owns 226,701 shares, or 0.7% of
the outstanding shares, also exercising sole voting and
dispositive power over these shares, which includes  212,368  
shares of common stock that Dickstein International Limited has
the right to acquire upon  conversion of 204,397 shares of
Preferred Stock held by it.

Dickstein Partners, L.P., owns 1,240,797 shares representing 3.7%
of the outstanding shares with shared voting and dispositive
powers. This includes the 211,601 shares of common stock
mentioned above which is issuable upon conversion of 203,659
shares of Preferred Stock that may be deemed to be beneficially
owned by Dickstein Partner, L.P.

Dickstein Partners Inc. owns 1,467,498 shares, with shared voting
and dispositive powers.  This amount represents 4.3% of the
outstanding shares of Marvel Enterprises and includes 423,969
shares of common stock issuable upon conversion of 408,056 shares
of Preferred Stock that may be deemed to be beneficially owned by
Dickstein Partners Inc.

Mark Dickstein owns 16,667 shares with sole powers, and 1,467,498  
shares with shared voting and dispositive power, representing
4.4% of the outstanding shares of the company.  This amount
includes 423,969 shares of common stock issuable upon conversion
of 408,056 shares of Preferred Stock that may be deemed to be
beneficially owned by Mr. Dickstein and 6,667 shares of common
stock issuable upon exercise of options also held by him.

Elyssa Dickstein owns 53,550 shares with sole power to vote or
direct the voting of, and sole power to dispose of, or direct the
dispostion of the 53,550 shares.  This represents 0.2% of the
outstanding shares of Marvel Enterprises and consists of 53,550
shares of common stock that she has the right to acquire upon
conversion of 51,540  shares of Preferred  Stock held by her.

Together the entities beneficially own an aggregate of 1,537,715
shares of common stock, representing approximately 4.5% of the
common stock outstanding.

Percentages are based upon 33,532,222 shares of common stock
reported outstanding at August 27, 1999 in the company's proxy
statement dated September 3, 1999 for the 1999 Annual Meeting of
Stockholders held on September 30, 1999.

Each share of Preferred Stock is convertible into 1.039 shares of
common stock (subject to certain anti-dilution adjustments),
votes generally with the common stock as a single class on the
basis of the number of shares of common stock into which it is
convertible, and votes as a separate class on certain matters as
provided in the company's Restated Certificate of Incorporation.

From October 29 through November  2, the above entities sold an
aggregate of 2,500,000 shares of Preferred Stock, in each case at
a price of $6 3/8 per share as follows: On October 29, Dickstein
& Co. sold 385,296 shares; on November 1, Dickstein & Co. sold
1,300,000 shares, 500,000 of which were sold in an open market
transaction;  on November 2, Dickstein & Co. sold 514,704 shares,
Dickstein  International sold 200,000 shares and Elyssa Dickstein
sold 100,000 shares.  Other than the November 1 open market sale
of 500,000 shares by Dickstein & Co., the sale by the entities of
the remaining 2,000,000 shares were effected in privately
negotiated transactions.

In connection with the sale by the above of an aggregate of
814,704 shares of Preferred Stock to Classic Heroes, Inc.,
Biobright Corporation and Isaac Perlmutter T.A., on November 2,
1999, certain of the selling parties entered into an agreement
with the purchasers in which, among other things, effective upon
the sale of the shares,  each of the Dickstein Entities
signatory to the Letter Agreement and Mark Dickstein, as
Dickstein Designator, waive their rights under the Stockholder's
Agreement to have a Dickstein Designee nominated and/or elected
as a Director and that they relinquish all other rights under the
Stockholder's Agreement.


MERIDIAN CORP: Order Allows Rejection of Leases
-----------------------------------------------
The US bankruptcy Court for the Western District of Tennessee
entered an order allowing and authorizing the debtors to reject
leases of real property situated at:

11882 Greenville Avenue, Suite 106B Dallas, Texas
2650 N. Military Trail, Boca Raton, Florida
600 East Carpenter Freeway, Irving, Texas
One Vantage Way, Nashville, Tennessee


NATIONAL OILWELL: Acquires Skytop Brewster Assets  
-------------------------------------------------
National Oilwell Inc., Houston, announced today that it has
acquired the assets of Skytop Brewster Co. out of bankruptcy in a
cash transaction valued at about $2 million, according to a
newswire report. National Oilwell Products and Technology Group
President Pete Miller said,  "The acquisition of Skytop Brewster
augments National Oilwell's existing line of well servicing
and mobile land rigs and allows us to complete more effectively
in the lower horsepower mobile rig market." (ABI 08-Nov-99)


NOVACARE: Asset Sale Expected To Yield Gain In 2nd Quarter
----------------------------------------------------------
On October 19, 1999, NovaCare, Inc., a Delaware corporation and
its wholly-owned subsidiary, NC Resources, Inc., a Delaware
corporation, sold the company's 64% ownership interest in
NovaCare Employee Services, Inc., a Delaware corporation. The
sale was completed as part of a tender offer for all of NovaCare
Employee Services' outstanding common stock dated September 15,
1999 by New Plato Acquisition, Inc., a wholly-owned subsidiary of
Plato Holdings, Inc.

In conjunction with the tender offer, the company received $2.50
per share for its 19,400,000 shares of NovaCare Employee Services
common stock, or $48.5 million. Of this amount, $13.4 million has
been placed in escrow with respect to the company's guarantee of
a four-year contract with NoveCare Employee Services to supply
services to the company's remaining operating division. The
company is also obligated to pay certain investment banking fees,
management bonuses and other costs associated with the
transaction. These costs are estimated to total $4.1 million.

As a result of this sale, NovaCare expects to report a gain in
the second quarter of fiscal 2000. Based on information as of
June 30, 1999, this gain is estimated to be $6.9 million.


NOXSO CORP: Combined Hearing On Disclosure Statement and Plan
--------------------------------------------------------------
By legal notice published in The Wall Street Journal, November 8,
1999, Noxso Corporation announces that the Disclosure statement
of the debtor has been conditionally approved.  Any objections to
the plan must be filed by November 29, 1999.   A combined hearing
on the Adequacy of the Disclosure Statement and confirmation of
the plan will be held at US Bankruptcy Court, 3rd Floor, Historic
US Courthouse, 31 E. 11th Street, Chattanooga, Tenn. 37402 on
December 2, 1999 at 10:00 AM.


OXFORD HEALTH PLANS: Announces Third Quarter Results
----------------------------------------------------
Oxford Health Plans, Inc. reports net income of $28.3 million for
the quarter ended September 30, 1999. For the nine months ended
September 30, 1999, net income was $18.2 million. "We are
enthusiastic about our third quarter results, which were ahead of
our expectations. The quarter's results benefited from the
combined effect of our initiatives to improve health care and
administrative efficiencies," said Oxford Health Plans'
Chairman and Chief Executive Officer, Norman C. Payson, M.D.

The quarter's results were impacted by non-recurring items and
changes in prior period estimates of medical costs. The company
recorded a pre-tax gain of $7.0 million on the sale of its Direct
Script, Inc. subsidiary. This gain was offset by net pre-tax
restructuring charges aggregating $19.9 million primarily
relating to (i) severance and other costs associated with
previously announced workforce reductions and consolidation of
certain of the company's office facilities and (ii) the write-off
of certain computer equipment and leases no longer used in
operations as a result of the company's turnaround plan. "These
steps were taken to further reduce administrative costs and to
enhance the company's competitive position in light of
improvements in service performance and reductions in claims and
correspondence inventories," said Marvin P. Rich, the company's
Chief Administrative Officer. Health care services expense
benefited from net favorable changes in prior period estimates of
medical costs aggregating $19.6 million. "Even excluding these
net favorable changes in prior estimates of medical costs, the
medical loss ratio was 80.8%," said Dr. Payson. "This compares
favorably with a medical loss ratio of 88.9% for the third
quarter of last year. Our administrative loss ratio was 13.8% for
the quarter compared to 15.1% for the third quarter of last
year."

Revenues for the quarter ended September 30, 1999 were $1.1
billion, compared to $1.2 billion in the third quarter last year.
As of September 30, 1999, Oxford's total membership was
approximately 1,629,100 compared to 1,688,700 as of June 30,
1999.

The company reported cash flow from operations of $90.2 million
for the quarter ended September 30, 1999. As of September 30,
1999, the company had $1.07 billion in current cash and
marketable securities and over $230 million in cash in the parent
company. After giving effect to the fourth quarter payment for
additional insurance described below, Oxford's parent company
cash is still expected to exceed $200 million at year-end. The
company also noted a $44 million reduction in the amount of
outstanding provider advances at September 30, 1999 to $62
million, compared to $106 million at June 30, 1999. The reduction
was attributable to progress in collections and offsets against
both current claims and provider reconciliations. "Improved
operating results, collections of receivables and progress on
provider advances, as well as the divestitures of non-strategic
assets, all contributed to the significant improvement in
operating cash flow," said Yon Y. Jorden, Oxford's Chief
Financial Officer. "The company anticipates positive operating
cash flow for the fourth quarter and next year," added Jorden.

Oxford also announced that it has acquired new insurance policies
providing $200 million in additional coverage for certain future
defense costs, judgments and settlements, if any, incurred by the
company and individual defendants in certain pending lawsuits and
investigations, including, among others, the securities class
action pending against the company and certain of its directors
and officers and the pending stockholder derivative actions.  
Subject to the terms of the policies, the insurers have agreed to
pay 90% of the amount, if any, by which covered losses exceed
$175 million, inclusive of approximately $40 million of coverage
remaining under preexisting insurance. The aggregate amount of
insurance under these new policies is limited to $200 million and
the aggregate amount of new insurance in respect of defense costs
other than judgments and settlements, if any, is limited to $10
million. The policies do not cover taxes, fines or penalties
imposed by law or the cost to comply with any injunctive or other
non-monetary relief. A non-recurring charge of $24 million for
premiums and other costs will be included in Oxford's results of
operations for the fourth quarter of 1999.

"Part of the company's turnaround plan involved eliminating or
mitigating the problems of the past," said Dr. Payson. "The
company is pleased to have this new insurance, which should
provide comfort to the company's shareholders and policyholders
that Oxford has added protection against a significantly adverse
development or result in these cases," said Dr. Payson.

Dr. Payson continued, "with the company's improvements in
operations and systems and improved financial performance, we
have reached a major inflection point. We will now turn our
creative energies to our next strategic initiative, growth.
Oxford's growth efforts, as in the past, will focus on consumer
preference, emphasizing outstanding participating physicians,
customer service and consumer-friendly health plans. We are
enthusiastic about our prospects."

Founded in 1984, Oxford Health Plans, Inc. provides health plans
to employers and individuals in New York, New Jersey and
Connecticut, through its direct sales force, independent
insurance agents and brokers. Oxford's services include
traditional health maintenance organizations, point-of-service
plans, third-party administration of employer-funded
benefits plans and Medicare plans.


OXFORD HEALTH PLANS: President William M. Sullivan Resigns
----------------------------------------------------------
Oxford Health Plans, Inc. announced that its President, William
M. Sullivan, had resigned from the company to pursue other
interests. Mr. Sullivan joined Oxford in 1988 and helped build
the company. He was named President in 1998. "Bill made an
enormous contribution to Oxford through our turnaround and we
wish him every success in his future endeavors," said
Dr. Payson. Kevin Hill, Senior Vice President of Sales and an
Oxford employee since 1989, has been promoted to
Executive Vice President and will assume responsibility for sales
and marketing.  Mr. Hill and the company's Executive Vice
President for Medical Delivery, Charles G. Berg, will report
directly to Dr. Payson.


PEACHTREE NATURAL: Atlanta Gas Light Receives Interim Relief
------------------------------------------------------------
The bankruptcy court overseeing the Peachtree Natural Gas chapter
11 case has granted Atlanta Gas Light Co. (AGLC) further interim
relief; the court gave approval for Peachtree to pay AGLC about
$2.2 million by Nov. 15, according to a newswire report. Four
payments will be applied toward service Peachtree will receive
from AGLC through that date. Peachtree filed chapter 11 on Oct.
26, and on the following day AGLC filed a motion in court
requesting permission to file a petition with the Georgia Public
Service Commission seeking the assignment of Peachtree's
customers to creditworthy natural gas marketers. Under the terms
of the temporary relief, AGLC will delay moving forward on its
motion. The relief also maintains restrictions on Peachtree's
capability to use gas in storage. The hearing on AGLC's motion
for relief from the automatic stay will reconvene on Nov. 15.
(ABI 08-Nov-99)


PHILIP SERVICES: Moves Ahead with Solicitation of Canadian Plan
--------------------------------------------------------------  
Philip Services Corp., Hamilton, Ontario, said that an Ontario
court has dismissed final objections to its reorganization plan,
which should permit completion of both the Canadian and U.S.
reorganization plans by the end of the month, according to The
Wall Street Journal. The metals-recovery and industrial service
company, which filed for bankruptcy protection in June in
Canada and the United States, will proceed with a vote on the
Canadian plan by secured creditors, which involves transferring
assets to new entities. Recently the U.S. bankruptcy court
approved Philip's U.S. plan. (ABI 08-Nov-99)


RECYCLING INDUSTRIES: Seeks To Extend Exclusivity
-------------------------------------------------
The debtors, Recycling Industries, Inc. seek to extend the
debtors' exclusive periods within which to file and solicit
acceptances of a plan of reorganization to and through December
30, 1999 and February 28, 2000.  The debtors state that cause
exists to extend the Exclusive Periods on the ground that this
extension will provide Peter J. Solomon Co., the debtor's
investment banker with the opportunity to complete its marketing
efforts, its evaluation of the various asset purchase offers and
its assessment of potential restructuring alternatives.


SANYO AUTOMOTIVE: Order Authorizes Interim Financing
----------------------------------------------------
The debtors, Sanyo Automotive Parts, Ltd. and ABS Brakes Inc. are
authorized and empowered to borrow such amount or amounts as may
be made available to the debtor by the lender in an amount not to
exceed $12 million.  The debtors will pay the pre-petition
lenders $5.12 million as a partial permanent reduction of the
pre-petition lender debt, and will execute and deliver
Replacement Notes in the aggregate principal amount of $1.53
million.


SILICON GAMING: Reports Change In Majority Of Directors
-------------------------------------------------------
At the close of business on October 15, 1999, there were
14,588,571 shares of Silicon Gaming Inc.'s common stock issued
and outstanding.  The company anticipates that on or about
November 12, 1999, the transactions contemplated by the
Restructuring Agreement will be completed and the Board of
Directors of the company will be reconstituted and fixed at three
directors. Effective as of the closing of the transactions, it is
anticipated that Mr. William Hart, Mr. Kevin R. Harvey and Mr.
Thomas J. Volpe will resign as directors of the company and that
Mr. Rob Reis and Mr. Stanford Springel will be appointed as new
directors to fill the vacancies created by the resignations. Mr.
Andrew Pascal, a current director of the company, will remain a
director after the closing. The closing will not occur and the
new directors will not begin their term until after the
expiration of the ten-day period beginning on the later of the
date of the filing of the Information Statement with the
Securities and Exchange Commission or the date of mailing of the
Information Statement to the company's stockholders.

For full details in the Restructuring Agreement access, on the
Internet, http://www.sec.gov/cgi-bin/srch-edgar?0001012870-99-
003962 free of charge.


TELEGROUP, INC: Taps PricewaterhouseCoopers as Accountants
----------------------------------------------------------
The debtor, Telegroup, Inc. seeks to employ
PricewaterhouseCoopers as its accountants in this case.  The
debtor seeks the advice of the firm as consultant to assist in
the reconciliation of the purchase price of the debtor's assets
to Primus Telecommunications.   Specifically, issues have arisen
concerning the allocation of the purchase price of the stock fo
certain of the debtor's European subsidiaries.  

PricewaterhouseCoopers will assist the debtor in investigating
and resolving these issues to maximize the value to be received
by the debtor and its estate from the Primus transaction.


TRISM: James F. Higgins Holding 10.2% Of Company Stock
-----------------------------------------------------
James F. Higgins reports holding sole voting and dispositive
power over 584,324 shares of common stock of Trism, Inc.  This
represents 10.2% of the outstanding shares of common stock of the
company.  On October 20, 1999, James F. 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


TRISM, INC: Order Approves Second Amended Disclosure Statement
------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware, entered an
order approving the Second Amended Disclosure Statement of Trism,
Inc. et al.  A hearing to consider confirmation of the debtors'
second amended joint plan of reorganization will be held on
December 9, at 2:00 PM before the Honorable Sue L. Robinson.


UNITED COMPANIES: Seek Extension To Assume or Reject Leases
-----------------------------------------------------------
The debtors, United Companies Financial Corporation, et al. seek
an extension of the period within which the debtors may assume or
reject unexpired leases of nonresidential real property.  The
debtors seek an extension of the period up to and including the
date of confirmation of the debtors' Chapter 11 plan.  

The debtors' primary operations consist of their loan servicing.  
The debtors' business strategy is to enter into a transaction
with a third party that will result in the assumption by an
experienced and qualified sub-servicer of all the servicing
functions set forth in the debtors' pooling and servicing
agreements.  The eventual structure of the Servicing Transaction
may have an impact on the debtors' determination as to whether to
assume or reject the Remaining Leases.

The debtors have retained Clayton Advisory, Inc. to provide
advisor y services for the sale of the foreclosed properties and
currently are seeking an advisor for the sale of the owned whole
loans.


TRANSTEXAS: Objections To Confirmation of Plan
----------------------------------------------
Chanoco Corp. and Edge Petroleum Exploration Co. each filed
objections to confirmation of the second amended plan of
reorganization proposed by the debtors, TransTexas Gas
Corporation, and its affiliates. The Talon Group, working
interest owners and overriding royalty owners of 57 leases and
four producing wells also objected to confirmation of the plan.


VENTAS INC: Reaches Agreement On Long-Term Debt Restructuring
-------------------------------------------------------------
Ventas, Inc., the Louisville-based real estate company, has
reached an agreement with over 95 percent of its lenders on terms
to restructure all of Ventas' debt on a long-term basis,
including the $275 million bridge loan which had been due on
October 30, 1999.

"This long-term debt restructuring plan, along with the planned
reorganization of Vencor and our ongoing negotiations with the
federal government, are critical elements in our plan to move
Ventas forward," Ventas CEO Debra A. Cafaro said. "The
consummation of the long-term debt restructuring will permit the
company to pay dividends to our shareholders, and will give the
company time and flexibility to further improve its capital
structure. The plan is very attractive because of its long-term
nature and also because it does not require us to sell assets,
refinance or raise equity in the near term."

The structure of the new Ventas credit facility, which will
replace the approximately $974 million outstanding under the
current credit facility, will include:

A new $25 million revolving line of credit.

$200 million of Tranche A indebtedness that will be priced at
Libor plus 275 basis points with a maturity date of
December 31, 2002.

Tranche A will receive approximately $50 million of principal
when the long-term debt restructuring closes, $50 million within
thirty days after Vencor's plan of reorganization becomes
effective and thereafter all excess cash flow from Ventas until
$200 million in total has been paid down on the debt.

Tranche B consists of $300 million of debt bearing interest at
Libor plus 375 basis points, maturing on December 31, 2005. It
will receive a one-time paydown of excess cash held by Ventas
within 30 days after the Vencor bankruptcy plan becomes
effective. Tranche B will also receive scheduled paydowns of $50
million in 2003 and $50 million in 2004 with the balance due in
2005.

Tranche C consists of approximately $474 million of indebtedness
priced at Libor plus 425 basis points, with a maturity of
December 31, 2007.  There are no scheduled paydowns.

The entire credit facility is pre-payable without penalty or
premium.

This new facility will be secured with liens on Ventas' real
property assets. Also, Ventas will pay a one percent
restructuring fee of approximately $10 million, a portion of
which (approximately $2.5 million) was paid on October 29 in
connection with the extension of the bridge loan. The remainder
of the fee is payable upon closing of the new credit facility.
The deal is subject to customary terms and conditions, including
completing documentation of the transaction by January 31, 2000.
While there are no assurances the restructuring will be
completed, management is committed to the successful
implementation of this transaction.

The agreement provides that Ventas can pay only minimum Real
Estate Investment Trust ("REIT") dividends (equal to 95 percent
of its taxable income) until $200 million of the outstanding debt
is paid down. Following that date, Ventas will have the
flexibility to pay dividends at a more normalized level.  Ventas
expects to make the required dividend payments for 1999 in 2000,
some time after the long-term restructuring closes. The 1999
dividend may be satisfied by a combination of cash and a
distribution of Vencor equity, which Ventas expects to receive as
part of the Vencor reorganization.

Under the terms of the waiver and extension agreement, Ventas has
received a four-month extension of the $275 million bridge loan,
during which period the replacement credit facility will be
documented, and a waiver of certain covenants under its existing
Credit Agreement. However, two holders of the bridge loan who
have not consented to the waiver and extension (representing
approximately $20 million or 7 percent of the bridge loan
principal amount) may assert a right to seek repayment of their
portion of the bridge loan currently.

The waiver and extension will expire on February 28, 2000, and
will terminate before such date if (i) an event of default under
the credit facility occurs and is continuing, and is not waived,
(ii) Vencor, Inc.'s case under Chapter 11 of the United States
Bankruptcy Code becomes a liquidating Chapter 11 or is converted
to a case under Chapter 7 of the Code, or (iii) Ventas fails to
comply with any covenants in the agreement.

Ventas' long-term debt restructuring plan follows the mid-
September Chapter 11 bankruptcy filing by Vencor, Inc., Ventas'
principal tenant. It is expected that Vencor will file its
reorganization plan and disclosure statement later this year and
Vencor has stated that it expects its reorganization plan to
become effective in the first quarter of 2000. Ventas' debt
restructuring agreement provides that Vencor must emerge from
bankruptcy by December 31, 2000.

"It is important for Vencor to return to financial well-being so
that Ventas is assured of a dependable revenue stream from its
principal tenant," Cafaro said. "We believe Vencor's problems
have largely been caused by changes in the government's Medicare
payments." Congress currently is considering possible
improvements to the Medicare reimbursement system.

Merrill Lynch continues to act as financial advisor to Ventas,
Inc. in connection with the long-term debt restructuring.

Ventas, Inc. is a real estate company whose properties include 45
hospitals, 219 nursing centers and eight personal care facilities
operating in 36 states. Ventas intends to qualify as a REIT for
the year ending December 31, 1999.


World Vision: Court Ousts Principals
------------------------------------
The bankruptcy court overseeing the chapter 11 case of World
Vision Entertainment Inc., a music distribution firm accused of
swindling investors out of $50 million, has ousted World
Vision principals A. Michael Jalliet and Steven Brewer and
ordered them to turn over their office keys, mail service,
computer systems and record-keeping equipment, according to The
Orlando Business Journal. Roy Kobert, an attorney representing
the creditors, asked the court to make this move saying, "This
bankruptcy's ship must be commandeered and boarded by a chapter
11 trustee." At least 16 civil lawsuits have been filed against
World Vision, accusing them of selling unregistered securities.
World Vision listed assets of $102.5 million in its initial
disclosures, but the bankruptcy judge threw out the financials
and ordered the firm to refile-or face losing its protection
against creditors. An attorney for Jaillet and Brewer
acknowledges that some call their actions a "Ponzi scheme" but
"that's not the real scenario at all," he said. He said that
established banks have reserve systems they use in loan
transactions and "nobody says the banks are employing a Ponzi
scheme." (ABI 08-Nov-99)


WSR CORP: Order Extends Exclusive Periods
-----------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order granting an extension of the exclusive period within which
the debtors may file a plan or plans of reorganization through
and including December 13, 1999, and the exclusive period within
which the debtors may solicit acceptances of any such plan(s)
through and including February 13, 2000.


Meetings, Conferences and Seminars
----------------------------------
November 11-13, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION    
      11th Annual Advanced ALI-ABA Course of Study:
      The Emerged and Emergine New Uniform Commercial Code
         New York Hilton Hotel, New York City
            Contact: 1-800-CLE-NEWS

November 17-20, 1999
   AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW
   SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL
   BANKS OF THE DOMINICAN REPUBLIC
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

December 9-11, 1999
   STETSON COLLEGE OF LAW
      24th Annual Seminal on Bankruptcy Law & Practice
         Sheraton Sand Key Resort
         Clearwater Beach, Florida
            Contact: 1-727-562-7830 or cle@law.stetson.edu

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

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

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

May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

September 21-22, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   


                     *********

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

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

This material is copyrighted and any commercial use, resale
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at 301/951-6400.  


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