TCR_Public/991110.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Wednesday, November 10, 1999, Vol. 3, No. 218
                     
                     Headlines

ALLION HEALTHCARE: Outside Auditors Engaged
ANKER COAL GROUP: Plans To Offer Secured Notes Exchange
AXIOHM: Announces Chapter 11 Filing and Plan of Reorganization
BONNEVILLE PACIFIC: Sells Bonneville Fuels For $23,581,000
BOSTON CHICKEN: US Trustee Appoints Committee

BREED TECHNOLOGIES: Setting Bar Date
CENTRAL EUROPEAN: Shareholders Meeting Set For December 14, 1999
CLARIDGE HOTEL: Announces Third Quarter Financial Results
EDISON BROTHERS STORES: Files DIP Five-Week Financials
FAMILY GOLF CENTERS: Lenders Expand Credit Facility

FAVORITE BRANDS: Reports September 1999 Figures
GREATER SOUTHEAST: Doctors Community Offers New $21 Million Bid
HARNISCHFEGER: Applies To Employ PwC Securities
HOMEMAKER INDUSTRIES: Reply To US Trustee's Objection to Loeb
L3 COMMUNICATIONS: Iridian Principals Hold 10.8% Of Common Stock

LESLIE FAY: Reports Third Quarter, Nine-Months Results
LEVITZ: Committee's Application To Retain Akin Gump
MARVEL ENTERPRISES: Perlmutter Increases Holding To 58.8%
NATIONAL HEALTH: Files Plan of Reorganization
PREMIER LASER: 5.3% Of Common Stock Held By Colette Cozean

SANYO AUTOMOTIVE: Receives $12 Million DIP Line of Credit
SKYTOP BREWSTER: National Oilwell Acquires Assets
SKYVIEW: Under Chapter 11 Trustee Control After Failed Auction
SMARTALK TELESERVICES: Announces Appointment Of New Auditor
SUBMICRON: Akrion Completes Acquisition
VENCOR: 14 States Seek to Vacate Order Prohibiting Setoffs
ZENITH: Exiting Chapter 11
       
                     *********

ALLION HEALTHCARE: Outside Auditors Engaged
-------------------------------------------
During the course of Allion Healthcare Inc.'s Chapter 11
proceeding, the company rejected its contract with its principal
accountant, Deloitte & Touche LLP.

The order of the Bankruptcy Court approving the company's
bankruptcy plan stated, among other things, that given the state
of the company's records and the acts and omissions of the
company's former Chief Financial Officer and management group
(which were publicly disclosed in a press release issued by
Allion Healthcare Inc. on April 14, 1998), the company was unable
to complete its financial statements for fiscal years 1997 and
1998, and no opinion was issued with respect to that period.

In November 1998, the company engaged the services of Holtz
Rubinstein & Company, LLP as an outside accounting firm, which
engagement was approved by order of the Bankruptcy Court. Holtz
Rubinstein has not, as yet, been approved as Allion's outside
auditor, however, the company expects to have a shareholders'
vote regarding this issue as soon as practical.


ANKER COAL GROUP: Plans To Offer Secured Notes Exchange
-------------------------------------------------------
Anker Coal Group, Inc. plans to conduct a public exchange offer
of its 14.25% Series A Second Priority Senior Secured Notes due
2007 (PIK through April 1, 2000) for its outstanding 9.75% Senior
notes due 2007. Currently, approximately $16.5 million of old
notes are outstanding. In the public exchange offer, Anker plans
to offer holders of old notes $743 principal amount of new
secured notes for each $1,000 principal amount of old notes
held. The public exchange offer will be conducted either as an
exchange offer registered under the Securities Act of 1933 or
pursuant to the exemption from Securities Act registration for
exchanges with existing security holders. Anker intends to offer
the public exchange as soon as possible. However, because of
regulatory and other requirements, Anker cannot predict when the
public exchange offer will be made.

Anker recently completed a private exchange transaction in which
Anker exchanged with a limited number of qualified holders $86.8
million principal amount of new secured notes for $108.5 million
principal amount of old notes.  Participating holders waived
their right to receive the October 1, 1999 interest payment on
the old notes and consented to amendments to the indenture for
the old notes that, among other things, modified or eliminated
various covenants. Participating holders also received warrants
to purchase an aggregate of 20% of Anker's common stock at a
nominal exercise price. As a result of the private exchange
transaction, approximately $16.5 million of old notes remain
outstanding.

The securities issued in the private exchange transaction
described above were not registered under the Securities Act of
1933 and may not be offered and sold in the United States absent
registration or an applicable exemption from registration. With
respect to the planned public exchange offer, if the public
exchange offer is registered under the Securities Act of 1933,
the offer will be made only by means of a prospectus to be filed
with the Securities and Exchange Commission.

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


AXIOHM: Announces Chapter 11 Filing and Plan of Reorganization
--------------------------------------------------------------
Axiohm Transaction Solutions, Inc. (Nasdaq: AXHM) announced that
it and its U.S. subsidiaries have initiated Chapter 11
proceedings in Delaware in order to implement a capital
restructuring agreed to by representatives of Axiohm's primary
creditor and shareholder constituencies. The Company has also
filed its plan of reorganization that has the support of
holders of at least two thirds of its approximately $ 63 million
of bank debt, an ad hoc steering committee of holders of its 9
3/4% Senior Subordinated Notes, and over 50% of its current
shareholders. As a result of this "pre-filing arrangement,"
Axiohm expects to emerge from Chapter 11 by the end of the First
Quarter of 2000.

Axiohm's foreign subsidiaries are not subject to the Chapter 11
case.  A group of banks led by Lehman Brothers Commercial Paper
Inc. have agreed to provide Axiohm with up to $20 million
additional financing for working capital purposes. This financing
facility--known as debtor-in-possession financing ("DIP")--will
assure that Axiohm will have liquidity sufficient to fund
operations throughout the Chapter 11 proceedings. The Company
contemplates that the facility will be replaced by a permanent
revolving financing facility upon its emergence from Chapter 11.
Although there can be no assurances, Axiohm expects to arrange
for such a replacement financing facility in the near future.

Under the plan of reorganization, Axiohm's trade creditors will
be paid in full. Axiohm has requested the Bankruptcy Court to
allow it to pay its ongoing suppliers their pre-petition claims
in the ordinary course.  Accordingly, Axiohm's Chapter 11 filing
should have no adverse impact on its valued suppliers and
customers.  The plan contemplates a permanent restructuring of
Axiohm's pre- and post-petition bank debt, expected to total
about $ 80 million (not all of which is expected to be drawn),
and the conversion of all of its $ 120 million subordinated debt
obligations to equity.

Axiohm's existing Common Stock will be cancelled and existing
shareholders will receive Contingent Value Rights ("CVRs") in the
reorganized private company. The CVRs will entitle its holders to
at least 2.5% of the equity value of the reorganized company upon
an initial public offering, or sale or merger of the company "We
are very pleased with the results of our restructuring
negotiations with representatives of our banks, bondholders and
shareholders," said Nicolas Dourassoff, President and Chief
Executive Officer. With the elimination of $120 million of debt
from our balance sheet and the additional bank financing that we
have secured, Axiohm will have the financial flexibility to
maximize its potential. Our management can now focus on expanding
our existing base of loyal customers and continuing
our strong position in our markets." In a "pre-arranged Chapter
11 filing," the pre-Chapter 11 negotiations and agreements enable
a company to achieve Chapter 11 reorganization rapidly. As a
result of agreements between Axiohm and its primary creditor
groups, Axiohm will be able to avoid the expense, delay and
uncertainty generally associated with a traditional Chapter 11
filing. "Consequently," continued Mr. Dourassoff, Axiohm can now
turn its full attention to continuing to the efficient design and
production of transaction products that create value for our
customers. We are very grateful to our employees and business
partners for their hard work and support that have made this
capital restructuring possible."

Axiohm Transaction Solutions, Inc., based in Blue Bell,
Pennsylvania, is a leading designer and manufacturer of printers
and ancillary products. The transaction printers employ thermal
and impact technology and are used to print documents such as
point of sale receipts, gaming tickets, and other transaction
records. Axiohm also designs and manufactures thermal and impact
printer mechanisms, magnetic-stripe and smart-card readers, and
bar code printers. Axiohm sells to distributors, end users, OEMs,
and VARs. Approximately 80% of Axiohm's sales are to OEMs; and
about 40% of sales come from outside the US.


BONNEVILLE PACIFIC: Sells Bonneville Fuels For $23,581,000
----------------------------------------------------------
On October 29, 1999, Bonneville Pacific Corporation completed the
sale of its wholly-owned subsidiary, Bonneville Fuels
Corporation, to Carbon Energy Corporation, an affiliate of CEC
Resources Corporation.  Prior to the sale, the company conducted
all of its oil and gas operations through Bonneville Fuels
Corporation. The company no longer conducts oil or gas
operations.

The sale of Bonneville Fuels Corporation to Carbon Energy
Corporation was completed in accord with the terms and conditions
of the Stock Purchase Agreement dated August 11, 1999, entered
into by the company and CEC Resources Corporation.  The adjusted
purchase price paid by CEC to the company for all of the shares
of Bonneville Fuels Corporation was approximately $23,581,000,
which was paid in cash. The purchase price was determined through
negotiation between the company and CEC Resources Corporation.  


BOSTON CHICKEN: US Trustee Appoints Committee
---------------------------------------------
Pursuant to 11 U.S.C. Secs. 1102(a) and 1102(b)(1), the following
creditors, being among those holding the largest unsecured claims
and who are willing to serve, are appointed to the Official
Committee of Unsecured Creditors formed by the United States
Trustee:

          Trendex Capital Mgmt.
          Attn: Neil Subin
          998 S. Federal Highway, Suite 202
          Boca Raton, FL 33432
          (561) 750-4118

          C. Richard Lehmann
          c/o Bond Investors Assoc. Inc.
          6175 NW 153rd St., Suite 201
          Miami Lakes, FL 33014
          (305) 557-1832

          Chase Manhattan Bank, as Indenture Trustee
          and Successor Indenture Trustee
          Attn: Frank Grippo, V.P.
          450 W. 33rd Street, 15th Floor
          New York, NY 10001
          (212) 946-3358

          Pacholder Associates, Inc.
          Attn: Thomas M. Barnhart II, Sr. V.P.
          & Assoc. General Counsel
          8044 Montgomery Road, Suite 382
          Cincinnati, OH 45236
          (513) 985-3200

          Marine Midland Bank, as Successor Indenture Trustee
          Attn: Metin Caner
          140 Broadway
          New York, NY 10005-1180
          (212) 658-6564


          Ocean Commercial Kitchen Repair Inc.
          Attn: Brian K. Mathews, Pres.
          1834 Longwood Dr.
          Forked River, NJ 08731
          (609) 971-1496

Accordingly, Loomis Sayles and Mr. Doppelt tendered their
resignations and no additional appointments have been made.  


BREED TECHNOLOGIES: Setting Bar Date
------------------------------------
The debtor, BREED Technologies, Inc. requests that the court set
a general bar date of March 18, 2000.  


CENTRAL EUROPEAN: Shareholders Meeting Set For December 14, 1999
----------------------------------------------------------------
The annual general meeting of shareholders of Central European
Media Enterprises Ltd., a Bermuda company, will be held at the
offices of Conyers Dill & Pearman, Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda, on December 14, 1999 at 10:00
A.M.  Agenda items for the meeting include:

1.   Election of seven directors to serve until the next annual
general meeting of shareholders;

2.   Consideration and action upon an amendment to the company's
Bylaws to effect a one-for-eight reverse stock split of the
company's Class A common stock, Class B common stock and
preferred stock, and in connection with the reverse stock split,
to increase the authorized share capital of the company;

3.   Consideration and action upon an amendment to the company's
Bylaws permitting the Board of Directors to (i) set the maximum
number of directors to serve on the Board of Directors and (ii)
fill vacancies on the Board of Directors;

4.   To receive and adopt the financial statements of the company
for the company's fiscal year ended December 31, 1998, together
with the auditors' report thereon; and

5.   To appoint Arthur Andersen & Co. as auditors for the company
and to authorize the directors to approve their fee.

The approval and adoption of each matter to be presented to the
shareholders is independent of the approval and adoption of each
other matter to be presented to the shareholders.

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


CLARIDGE HOTEL: Announces Third Quarter Financial Results
---------------------------------------------------------
The Claridge Hotel and Casino Corporation, which operates the
Claridge Casino Hotel through its subsidiary, The Claridge at
Park Place, Incorporated, today announced its third quarter 1999
financial results.

For the third quarter of 1999, The Claridge Hotel and Casino
Corporation reported net income of $2.5 million compared to a net
loss of $2.0 million in the third quarter of 1998.  The net
income for the first nine months of 1999 was $974,000 compared to
a $4.0 million loss for the first nine months of 1998.

On August 16, 1999, The Claridge Hotel and Casino Corporation and
The Claridge at Park Place, Incorporated filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code in order
to facilitate a financial restructuring. Therefore, beginning on
August 16, 1999 the Corporation ceased to record interest expense
related to its 11-3/4% First Mortgage Notes. Interest expense
for the Notes, for the period August 16, 1999 to September 30,
1999, would have been $1,334,000.

Earnings before interest, taxes, depreciation and amortization,
when adjusted to eliminate the effect of Claridge's related
limited partnership structure ("Adjusted EBITDA"), were $4.6
million for the quarter ended September 30, 1999, compared to
$2.3 million for the third quarter in 1998. Adjusted EBITDA was
$10.3 million for the first nine months of 1999 compared to $8.1
million for the same period in 1998.  Net loss and Adjusted
EBITDA for the first quarter of 1999 included the effect of the
receipt of the settlement of Claridge's claim against
the general contractor that built its self-parking garage.

Casino revenue was $46.4 million in the third quarter of 1999, a
6.7% increase over Casino revenue in the same period in 1998.  
Total costs and expenses for the quarter declined $3.1 million,
due mainly to a scheduled decrease in rent expense to the
partnership and decreased interest expense due to the bankruptcy
filing.

Recently, analysts and the media have reported that the Claridge
experienced a 22.8% casino revenue growth for the month of
October, 1999. This growth rate was calculated using casino
revenues determined on an accrual basis of accounting for
October, 1999 compared to casino revenues prepared on a cash
basis of accounting for October, 1998.  Cash basis casino
revenues were reported to the New Jersey Casino Control
Commission, as required, in October 1998. Management believes
that it would be more informative to compare casino revenues
determined on an accrual basis for both months.  Such a
comparison provides a 9.9% casino revenue growth rate for the
Claridge for October, 1999 over October, 1998.

The Claridge Casino Hotel opened in July, 1981 and has 59,000
square feet of casino gaming space.  The Claridge Hotel and
Casino Corporation is a closely-held public corporation and is
the issuer of $85 million of 11-3/4% First Mortgage Notes which
are publicly traded on the New York Stock Exchange under the
symbol CLAR02.


EDISON BROTHERS STORES: Files DIP Five-Week Financials
------------------------------------------------------
Reporting on the period August 29, 1999 through October 2, 1999,
Edison Brothers Stores Inc., operating as debtor-in-possession,
indicate net revenue of $227.0 for the period, with net loss of
$156.4.


FAMILY GOLF CENTERS: Lenders Expand Credit Facility
---------------------------------------------------
Family Golf Centers, Inc. reports that the lenders under the
company's $100 million Credit Facility have agreed to restructure
and expand the facility to $130 million. The $130 million credit
facility will replace the company's previous $100 million credit
facility. The proceeds will be used to finance construction
projects and for working capital purposes, including the payment
of interest under the Subordinated Convertible Notes, which the
company intended to pay on October 22, 1999. The new facility
provides for varying interest rates between prime + 1 1/2% and
prime + 3%, is secured by substantially all of the company's
assets and requires certain scheduled principal payments through
its maturity date on December 31, 2002. As part of the
restructuring, the company was required to issue to the lenders
warrants for up to 10% of the company's outstanding common stock
on a fully diluted basis, at an exercise price of $0.50 per
share, subject to the company's right to cancel up to 50% of such
warrants under certain circumstances.

The company also announced that it has reached agreement with
Bank of America on the terms for restructuring $6.1 million in
indebtedness due it. Bank of America granted the company an
extension through November 5, 1999 during which time the company
expected to complete loan documentation.

In addition, the company announced an Office of the Chairman has
been established in order to oversee the restructuring of the
company's operations.  The Office of the Chairman is comprised of
the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer and Chief Restructuring Officer. Stephen
Cooper, Managing Principal at Zolfo Cooper, L.L.C., has been
named Chief Restructuring Officer for Family Golf Centers
and Philip Gund, Principal at Zolfo Cooper, L.L.C. will serve as
interim Chief Financial Officer until such time as a permanent
Chief Financial Officer is appointed.

In connection with the restructuring of its operations, the
company anticipates closing or selling certain of its facilities
and evaluating its remaining operations. The company will
recognize impairment losses and other related charges in the
amount of $40- $60 million for the period ending September 30,
1999. Family Golf Centers continues to explore other
strategies and is considering the disposition of non-golf
operations. Such dispositions may result in the company incurring
further losses.

Dominic Chang, Chairman and C.E.O. of Family Golf Centers stated,
"We are extremely pleased with the expansion of our credit
facility. The revised credit facility will provide additional
working capital and will enable the company to return its focus
to improving business operations. We have taken immediate steps
in reducing payroll and other operating expenses and continue to
explore additional measures to return the company to profita  
bility."

Family Golf operates golf centers throughout North America. The
company's golf centers provide a wide variety of practice and
play opportunities, including facilities for driving, chipping,
putting, pitching and sand play and typically offer full-line pro
shops, golf lessons and other amenities such as miniature golf
and snack bars. The company also operates complementary sports
and family entertainment facilities, including ice rinks and
Family Sports Supercenters. Currently, the company owns,
operates, manages or has under construction 121 golf centers and
25 ice and family entertainment facilities in 25 states and three
Canadian provinces.


FAVORITE BRANDS: Reports September 1999 Figures
-----------------------------------------------
Operating as debtor-in-possession Favorite Brands International
Inc. has released its financial statement for the month of
September 1999.  Net revenue was reported to be $71,655 with
resulting net income of $4,160.


GREATER SOUTHEAST: Doctors Community Offers New $21 Million Bid
---------------------------------------------------------------  
Yesterday Arizona-based Doctors Community Healthcare Corp.
submitted a new bid of $21 million for Greater Southeast
Community Hospital in Washington, according to The Washington
Post. Creditors, however, say the proposal has numerous
loopholes. Doctors Community backed out of an earlier proposal
last week one hour before the sale was to be announced in
bankruptcy court. Bankruptcy Judge S. Martin Teel Jr. set another
hearing for Wednesday morning and authorized an additional
$340,000 in operating funds to be released to the hospital
by creditors who control the facility's receipts. At a hearing
yesterday, the creditors, who have a $70 million claim, asked
Judge Teel to liquidate the hospital immediately and said the
Doctors Community offer is a "shell game." Attorney Sam Alberts
(Akin, Gump, Strause, Hauer & Feld LLP, Washington), who
represents the hospital's unsecured creditors, said this
agreement...should not be accepted by the courts. This agreement
will cause more harm than good. "He predicted that the purchase
would drive the hospital out of business before the year
ends and leave creditors with even less money than they would
have if the hospital is liquidated now. An attorney for a
financing subsidiary of Daiwa Bank of Japan, owed about $12
million, said there are "serious flaws" in the deal, including
protection for Doctors Community that really make the transaction
worth $17.5 million, not $21 million. (ABI 09-Nov-99)


HARNISCHFEGER: Applies To Employ PwC Securities
-----------------------------------------------
In a letter agreement dated October 19, 1999, the Debtors request
PricewaterhouseCoopers Securities, LLC, to perform additional
services than were originally contemplated.  Specifically, the
Debtors ask PwCS to become intimately involved in the
identification of potential purchasers of Beloit's assets; the
preparation of informational memoranda, presentations and a data
room; assisting bidders with their due diligence; and
negotiation of definitive agreements with prospective investors
or purchasers.  

PwCS' fees will be based on a number of factors, including the
complexity of the transaction(s), the actual services provided,
the value added to any Transaction, and comparison with typical
market compensation.  The Debtors and PwCS envision fees ranging
from $3,500,000 to $4,500,000. (Harnischfeger Bankruptcy News
Issue 14; Bankruptcy Creditor's Service Inc.)


HOMEMAKER INDUSTRIES: Reply To US Trustee's Objection to Loeb
-------------------------------------------------------------
The debtor, Homemaker Industries, replies to the objection of the
US Trustee for the Southern District of New York to the
application to employ Loeb Partners Corporation as its investment
bankers and financial advisors.

The US Trustee objects to a set monthly fee of $25,000.  The
debtor argues that all fees will be substantiated by time spent.

The US Trustee also objects to the 3% Success Fee, and the debtor
responds that the Success Fee was part of an arm's length
negotiation and is fair and reasonable.


L 3 COMMUNICATIONS: Iridian Principals Hold 10.8% Of Common Stock
-----------------------------------------------------------------
The following entities are holding common stock of L 3
Communications Holdings Inc.:

CL Investors, Inc., 3,283,800 shares, representing 10.0% of the
outstanding shares of common stock of the company.  CL holds
shared voting and dispositive power over the shares.

Cole Partners LLC, 52,300 shares, or 0.2%, with shared powers.
David L. Cohen, 3,546,700 shares, representing 10.8% of the
outstanding shares and holding shared voting and dispositive
powers. Harold J. Levy, 3,546,700 shares, or 10.8%, with shared
powers. Iridian Asset Management LLC/CT, 3,283,800 shares, or
10.0%, also with shared powers.
Iridian Partners Fund, L.P., 32,100 shares, or 0.1%, also with
shared powers.  Iridian Private Business Value Equity Fund, L.P.,
20,200 shares, which represents less than 0.1% of the outstanding
shares of common stock of the company but which also carries
shared powers.  LC Capital Management, LLC, 3,283,800 shares,
with shared powers and representing 10.0% of the outstanding
common stock shares.

Iridian, LC Capital and Cole are Delaware limited  iability
companies.  CL Investors is a Delaware corporation.  Iridian
Partners and Iridian Private Business are Delaware limited
partnerships.  David L. Cohen and Harold J. Levy are citizens of
the United States.

Iridian is an investment adviser and its principal business is
managing a number of accounts containing securities over which
Iridian has voting and dispositive power.  Iridian is also the
sole member of Cole.  The principal business of LC Capital is
serving as the controlling member of Iridian.  The principal
business of CL Investors is serving as the controlling member of
LC Capital.

The principal business of Cole is serving as the general partner
of Iridian Partners and Iridian Private Business. The principal
business of Iridian Partners and Iridian Private Business is
investing in  securities.  Iridian serves as the investment
adviser to Iridian Partners an Iridian Private Business.  Cole,
as the general partner of Iridian  Partners and Iridian
Private Business, and Iridian, as the sole member of Cole and
investment adviser to Iridian Partners and Iridian Private
Business, share voting and dispositive power over the  
investments of Iridian Partners and Iridian Private Business.

Each of the Messrs. Cohen and Levy owns 50% of the common stock
of CL Investors and, as his principal occupation, serves as a
director of CL  Investors, a manager and Principal of LC Capital
and as a Principal and portfolio manager of Iridian.  Each of
Messrs. Cohen and Levy also serves as an employee of Arnhold & S.
Bleichroeder Advisers, Inc., an investment adviser.


LESLIE FAY: Reports Third Quarter, Nine-Months Results
------------------------------------------------------
The Leslie Fay Company, Inc. (Nasdaq: LFAY) reported a 20.2%
increase in net sales to $58.6 million for its third quarter
ended October 2, 1999, from $48.8 million for its third quarter
ended October 2, 1998.

Leslie Fay's net income for the third quarter of 1999 decreased
to $3.1 million, or $0.56 per basic share and $0.52 per diluted
share, from net income of $3.8 million, or $0.58 per basic share
and $0.55 per diluted share, for the year-ago quarter.  Excluding
$366,000 in Other Expenses and $158,000 in stock based
compensation expense in the third quarter of 1999 in connection
with its August 25 merger with a Three Cities Research affiliate
-- equal after taxes to $0.06 per basic and $0.06 per diluted
share, income per basic share increased $0.04, or 6.9 %.

Gross profit margin of 25.2% for the first quarter of 1999
compared with 24.9% for the year-ago quarter.  Excluding the
operations of Warren Apparel Group acquired on October 27, 1998,
Leslie Fay's net sales for the second quarter of 1999 declined
8.6% to $44.6 million from $48.8 million for the year ago period,
and the gross profit margin was 22.0%.

"Our performance for the third quarter reflects lower than
expected unit sales for our Leslie Fay labels, price reductions
to clear out Leslie Fay Sportswear inventory, and expenses
resulting from the merger," John J. Pomerantz, Leslie Fay's
chairman and CEO, said in making the announcement.  "But
for one-time merger-related expenses, our per share earnings for
the quarter would have been greater than a year ago.

"Sales volume for Leslie Fay Dresses was lower than expected due
to the receipt of confirmations too late to ship in the third
quarter," Pomerantz added.  "Sales results for Leslie Fay
Sportswear reflect greater price reductions than last year.  The
market is responding positively to our efforts to update the look
of our Leslie Fay Sportswear line, but we have further work to do
to increase its appeal.  Our new businesses, including the
Warren Group acquisition and the launch of a Leslie Fay Evenings
line, contributed substantially to our sales for the quarter.  
Warren Apparel Group continues to perform better than expected,
and Leslie Fay Evenings is being well received. Although still
early in the fourth quarter, we continue to expect that
our sales results for the year will surpass those for 1998, based
on our expectation that Leslie Fay Dresses will better last
year's results and that Warren's results will substantially
exceed those for last year, with annual sales greater than $40
million.

"Our higher operating expenses reflect the addition of Warren and
launch of Leslie Fay Evenings and also increased stock-based
compensation as a result of the early vesting of middle
management options due to the merger.  Our increased interest
expense and increased debt reflect greater borrowing to fund
working capital for our new businesses and the completion in
August of our cash exchange offer to shareholders.  As a result
of the exchange of cash for shares, the Company repurchased one
million shares for $7 per share.  The company expects to
incur future quarterly interest charges of about $140,000 in
connection with the merger.

"Our trailing 12-month EBITDA through the third quarter of 1999
grew to $12.0 million, or 6.3% of trailing sales, from $10.4
million, or 7.0% of trailing sales, for the comparable pro forma
12-month, year-ago period-up 15.5%.

The company's EBITDA for its third quarter of 1999, excluding
merger related expenses, was $5.3 million, or $84,000 below that
for the year-ago quarter.  The company defines EBITDA as
operating income before interest, taxes, depreciation,
amortization, stock-based compensation, and amortization of
excess revalued net assets over equity.

Leslie Fay's results for the third quarter for 1999 and 1998 each
include a $1.1 million offset to operating expenses, representing
the amortized portion of the amount by which revalued net assets
exceeded stockholder equity on June 4, 1997, the date the company
emerged from bankruptcy.  This positive, non cash offset to
expenses amounted to $0.19 per diluted share for the 1999 period
and to $0.17 per diluted share for the 1998 period.

Leslie Fay's balance sheet at the end of its third quarter of
1999 included $18,163,000 in total debt, working capital of $37.4
million, and stockholders' equity of $39.8 million, up from year-
end 1998 stockholders' equity of $36.4 million.

Weighted average shares outstanding, assuming dilution, were 6.0
million for the third quarter of 1999 and 6.8 million for the
year-ago quarter.  Basic and diluted shares for the third quarter
of 1998 have been adjusted to reflect a two-for-one stock split
effective July 1, 1998.  As previously announced, during
the third quarter of 1998, Leslie Fay repurchased 817,100 shares,
or about 12% of the total outstanding, pursuant to a previously
announced share buyback plan. Reflecting the cash exchange
transaction, as of October 2, 1999, there were 5,053,138 basic
shares outstanding.

For the first nine months of fiscal 1999, ended October 2, Leslie
Fay's net sales increased 28.9% to $158.2 million from $122.7
million for the first nine months of fiscal 1998, which ended
October 3.  Gross profit margin of 26.1% for the first nine
months of 1999 compared with 25.8% for the comparable nine months
a year ago.  Excluding the operations of Warren Apparel Group,
Leslie Fay's net sales for the first nine months of 1999
increased 1.1% to $124.1 million from $122.7 million for the
comparable year ago period, and the gross profit margin
for the first nine months of was 24.1%.

Leslie Fay's net income for the first nine months of 1999
increased to $8.4 million, or $1.42 per basic share and $1.36 per
diluted share, from net income of $8.9 million, or $1.33 per
basic share and $1.26 per diluted share, for the comparable nine
months a year ago.  Excluding $900,000 in Other Expenses and
$158,000 in stock based compensation expense in connection with
its completed merger agreement--equal after taxes to $0.12 per
basic and $0.11 per diluted share, income per basic share was
$1.54 and income per diluted share was $1.47.

The company's EBITDA for its first nine months of 1999, exclusive
of Other Expenses, which relate to the merger, grew 11.6% to
$13.2 million from $11.8 million for the comparable year-ago
period.

The Leslie Fay Company, Inc. sells its career, evening and social
occasion dresses and its sportswear through leading department
and specialty stores nationwide.  The company's moderate-priced
brands include Leslie Fay--one of the best-known trademarks in
women's apparel--Haberdashery by Leslie Fay, Joan Leslie and
Reggio.  Its "better" price brands include David Warren, Rimini
by Shaw and HUE.  The company has operated continuously as an
apparel company since its founding in 1947.


LEVITZ: Committee's Application To Retain Akin Gump
---------------------------------------------------
Daniel H. Goldin, Esq., in a Supplemental Affidavit, discloses
that Akin Gump currently represents and has represented Apollo
Investment Fund Ltd., Apollo Investment Fund III, L.P., Apollo
Overseas Partners III, L.P., and Apollo (U.K.) Partners III,
L.P., and certain affiliates and other companies in which Apollo
has a significant investment.  Apollo, Mr. Goldin states,
accounted for 2.22% of Akin Gump's 1998 revenues.  Mr. Goldin
assures the Court that its representation of Apollo is in matters
wholly unrelated to Levitz.  Moreover, Akin Gump has not
counseled Apollo in connection with its secured claim against the
Debtors or its motion for classification of its claim.  Mr.
Goldin notes that Akin Gump requested and received a written
waiver from Apollo of any actual or potential conflict
arising from its representation of the Committee.  


MARVEL ENTERPRISES: Perlmutter Increases Holding To 58.8%
---------------------------------------------------------
Biobright Corporation, with 30,898,523 shares of stock of Marvel
Enterprises Inc. exercises shared voting power over that number,
and sole dispositive power over 259,750 such shares, representing
58.8% of the outstanding shares of stock of the company.

Classic Heroes, Inc. holds and exercises the same number and
powers as Biobright Corporation shown above.

Isaac Perlmutter T.A. holds 9,582,977 shares with sole
dispositive power and shares voting power with the two named
entities above on the 30,898,523 shares, which represent the
58.8% of outstanding shares of stock of Marvel Enterprises Inc.
mentioned.

Isaac Perlmutter holds sole dispositive power over 14,324,202
shares while holding the same shared voting power over the
30,898,523 shares shown above.

Isaac Perlmutter T.A., is a Florida trust, Biobright Corporation,
a Delaware corporation whose sole stockholder is Mr. Perlmutter,
and Classic Heroes, Inc., a Delaware corporation whose sole
stockholder is Mr. Perlmutter.

The Trust, Biobright and Classic Heroes obtained the funds to
make their respective purchases on November 2, 1999 from capital
contributions by Mr. Perlmutter. Mr. Perlmutter's personal funds
were used to make the capital contributions.  As a consequence,
as of November 3, 1999, the above may be deemed to beneficially
own, to the best of their knowledge, an aggregate of 30,898,523
shares of stock, representing approximately 58.8% of the
outstanding shares of stock. They are the direct owners of an
aggregate of 9,549,500 shares of common stock, or 28.5% of the
outstanding shares of common stock; 4,595,479 shares of 8%
preferred stock, or 25.1% of the outstanding shares of 8%
preferred stock; and, on a converted basis, 14,324,202 shares of
common stock, or 27.3% of the outstanding shares of common stock
on a converted basis.

Mr. Perlmutter may be deemed to possess the power to vote and
dispose of the shares of 8% preferred stock owned by the Trust,
Biobright and Classic Heroes. The Trust, Biobright and Classic
Heroes have the power to vote and dispose of the shares of the 8%
preferred stock they respectively own.

On November 2, 1999, the Trust, Biobright and Classic Heroes
purchased an aggregate of 814,704 shares of 8% preferred stock,
in each case at a price of $6 3/8 per share, in a privately
negotiated transaction as follows: Biobright Corporation 250,000
shares, Classic Heroes, Inc. 250,000 shares and
the Trust 314,704 shares.

The 814,704 shares of 8% preferred stock purchased by the Trust,
Biobright and Classic Heroes on November 2, 1999 were purchased
from Dickstein & Co., L.P., Dickstein International Limited and
Elyssa Dickstein, each of whom is a signatory to the
Stockholders' Agreement. Those shares, in the hands of
the Trust, Biobright and Classic Heroes, will continue to be
subject to the Stockholders' Agreement. In connection with the
November 2, 1999 purchase of 814,704 shares of 8% preferred
stock, the buyers and certain Dickstein entities entered into an
agreement pursuant to 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 (i) waive their rights under the Stockholders'
Agreement to have a Dickstein designee nominated and/or elected
as a director of the company and (ii)relinquish all other rights
under the Stockholders' Agreement.

Under the Stockholders' Ageement, the Dickstein entities had the
right to designate one individual to serve as a director of the
company. The purchasers of the stock, as noted above, anticipate
that Peter Cuneo, the company's President and Chief Executive
Officer, will be appointed to fill the board seat previously held
by a designee of the Dickstein entities.

NATIONAL HEALTH: Files Plan of Reorganization
---------------------------------------------
National Health & Safety Corporation (OTC Bulletin Board: NHLT)
announced that it has filed a joint corporate Plan of
Reorganization with a consortium of United Realty Group, L.P. and
KJE I, Ltd.  National Health will receive $2.9 million to develop
new business lines and to expand existing opportunities if the
Plan of Reorganization is approved by the U.S. Bankruptcy
Court.

Dr. R. Dennis Bowers, CEO of National Health, indicated that the
company's reorganization plan, which was filed last Friday,
expects to accomplish the following goals:
     
1. Elimination of National Health's debt of $2.5 million.
2. Reduction of corporate operating expenses by 90%.
3. Guaranteed revenue and royalties which will insure
National Health's short-term profitability.
4. Expansion financing to develop the company's health
insurance products, its medical technology division and
other target acquisitions to allow for long-term growth
and profitability.
5. Full compensation to National Health's creditors, paid in
corporate stock.

The joint filing comes only one month after the October 1 sale by
National Health of its POWERx Division to MedSmart Healthcare
Network, which is also an affiliate of the Dallas-based
consortium.  MedSmart expects to generate significant royalty
payments to National Health on its POWERx sales.  In
addition, the POWERx product under MedSmart will receive
expansion financing and a significant array of financial
processing technology and internet resources required to bring
the POWERx Network to the e-commerce marketplace.

National Health filed for reorganization under Chapter 11 on July
1. Since that time the company has received approval from the
Federal Bankruptcy Court to sell the POWERx division of the
company, completed the sale of that division to MedSmart and
filed a joint Plan of Reorganization.  National Health is the
founder of the POWERx Medical Benefits Network, a comprehensive
national medical network of more than 750,000 hospitals, doctors,
surgeons, endodontists, pharmacies and other healthcare
providers. Through the POWERx network, consumers are able to
purchase most healthcare products and services at discounts of up
to 60 percent, whether or not the person is insured.

"The filing of the plan places us exactly on schedule for
achieving the total reorganization and financing of the company,"
said Bowers.  He also noted that National Health has successfully
reduced corporate expenses in October, 1999, by 85 percent
compared to October, 1998, a reduction of $108,000 for the month.


PREMIER LASER: 5.3% Of Common Stock Held By Colette Cozean
----------------------------------------------------------
Colette Cozean, Ph.D., beneficially owns 1,007,820 shares of
common stock of Premier Laser Systems Inc.  This represents 5.3%
of the outstanding common stock of the company, and Dr. Cozean
exercises sole power to vote or direct the vote of, and sole
power to dispose of, or direct the disposition of the stock.  The
amount held includes an aggregate of 2,780 shares of common stock
held as custodian for Dr. Cozean's two minor children.


SANYO AUTOMOTIVE: Receives $12 Million DIP Line of Credit
---------------------------------------------------------
Brake Headquarters USA, Inc. announced that its two subsidiaries
operating under Chapter 11 of the U.S. bankruptcy laws, Sanyo
Automotive Parts, Ltd. and ABS Brakes, Inc. (collectively,
"Sanyo") had closed on a $ 12 million working capital line of
credit with Foothill Capital Corporation. The Company's WAWD
subsidiary which accounts for approximately $ 30 million of the
Company's revenues and is not affected by the bankruptcy filings
nor is it a party to the facility. Following the closing of this
arrangement the Company believes that this Facility provides
management with ample working capital to return Sanyo to a normal
level of business operations which existed prior to its May 1999
bankruptcy filing, to assist Sanyo in dealing with its creditors
and to emerge from bankruptcy. The Facility is secured by all of
Sanyo's assets, including inventory and accounts receivables, and
is expected by the Company to enable Sanyo to purchase sufficient
inventory and restore full service to its customers.  As part of
this transaction, National Bank of Canada and Bank Leumi USA were
substantially repaid and replaced as senior lenders, although
each bank has retained a portion of the debt and liens on Sanyo's
assets on a subordinated basis and agreed to discontinue their
litigation against the Company.  Founded in 1976, Brake
Headquarters USA, Inc. is a wholesaler and distributor of
automotive brake system products and other component parts for
domestic and foreign cars and light trucks.


SKYTOP BREWSTER: National Oilwell Acquires Assets
-------------------------------------------------
National-Oilwell, Inc. (NYSE:NOI) announced that it has
acquired the assets of Skytop Brewster Company out of bankruptcy
in a cash transaction valued at approximately $ 2 million.  Pete
Miller, President of National Oilwell's Products and Technology
Group, stated, "The acquisition of Skytop Brewster augments
National Oilwell's existing line of well servicing and mobile
land rigs and allows us to compete more effectively in the lower
horsepower, mobile rig market.  In particular, Skytop Brewster
enjoys a large installed base of well servicing rigs in Indonesia
and Saudi Arabia, which we expect to generate additional spare
parts revenues." National Oilwell is a worldwide leader in the
design, manufacture and sale of machinery, equipment and
downhole tools used in oil and gas drilling and production, as
well as in the distribution to the oil and gas industry of
maintenance, repair and operating products.


SKYVIEW: Under Chapter 11 Trustee Control After Failed Auction
--------------------------------------------------------------  
After failing to draw suitable bids for its assets, SkyView Media
Group Inc.'s bankruptcy proceedings are now in the control of a
chapter 11 trustee. The company's failed Oct. 15 auction drew
bids from a few potential buyers, including Kelly Broadcasting
and David Morrow on behalf of an entity called Power Capital,
which were termed unsatisfactory.   Specifically, none of the
offers for the assets exceeded $18 million, which pales in
comparison to the $125 million owed to the unsecured creditors
alone. (The Daily Bankruptcy Review Copyright and ABI; November
9, 1999)


SMARTALK TELESERVICES: Announces Appointment Of New Auditor
-----------------------------------------------------------
Effective October 13, 1999, Smartalk Teleservices Inc.  engaged
Saltz Shamis & Goldfarb as the principal accountant to audit the
company's financial statements.


SUBMICRON: Akrion Completes Acquisition
---------------------------------------
Akrion LLC completed the acquisition of substantially all of the
assets of SubMicron Systems Corp. and its subsidiaries, paying
more than $ 55 million for the assets and the assumption of
SubMicron's trade payables. Akrion plans to employ substantially
all of SubMicron's worldwide workforce.

The transaction came on Friday, Oct. 15, soon after the U.S.
Bankruptcy Court gave its approval to the deal. SubMicron Systems
last month filed for Chapter 11 protection from creditors, after
a two-year turnaround program by new management, and announced
the deal with Akrion, a newly established venture, at
the same time.

Akrion is backed by Sunrise Capital Partners, L.P., an affiliate
of Houlihan Lokey Howard & Zukin; along with SubMicron's secured
lenders, Equinox Investment Partners and Celerity Partners; and
members of SubMicron's senior management.

At its inception, Akrion has in excess of $ 11 million in cash on
hand and total debts of less than $ 1 million. "With the
assumption of pre-petition and post-petition trade payables,
Akrion anticipates enjoying the continued beneficial
relationships with SubMicron's previous suppliers and the prompt
return to normal payment terms with them," Akrion stated.

Akrion has earmarked more than $ 8 million in funds for
investment in several accelerated product development programs,
increased staffing and a new technology center in Singapore.

David J. Ferran, the chairman and chief executive officer of
Akrion - who held the same posts with SubMicron Systems - said in
a statement, "The employees of Akrion and I are quite pleased
with the outcome of this difficult process. We have all worked
extremely hard over the past two-and-a-half years to improve the
quality and reliability of our products and to shorten both
delivery and installation times. Our focus on continuously
improving customer satisfaction has really paid off.

"The major semiconductor device manufacturers that have done
business with us recently have been delighted with the progress
that we've made. The biggest obstacle to our taking a much larger
share of the market has been the financial condition of the
company. Now, as Akrion, that obstacle has been removed, paving
the way for us to expand both our market share and our customer
base. Moving forward, we will invest our new financial resources
wisely and with an absolute commitment to our number one
corporate objective, which will remain 'to significantly improve
customer satisfaction.'"


VENCOR: 14 States Seek to Vacate Order Prohibiting Setoffs
----------------------------------------------------------
The Medicaid agencies of the States of Alabama, Connecticut,
Idaho, Illinois, Louisiana, Maine, Missouri, Montana, New
Hampshire, New Mexico, Rhode Island, Tennessee, Utah and
Virginia, move the Court for entry of an order vacating Judge
Walsh's First Day Order prohibiting Payors from exercising their
setoff, withholding and recoupment rights to the extent
that order purports to apply to them.

The States assert their sovereign immunity rights under the
Eleventh Amendment to the United States Constitution, which
prevents them from being sued without their consent in Federal
courts.  The States make it clear that they do not consent, will
not consent, and have not taken any action that would constitute
a waiver of their sovereign immunity.  As legal authority for
their position, the States direct Judge Walrath's attention
to the Hoffman v. Connecticut, 492 U.S. 96 (1989); Seminole Tribe
v. Florida, 517 U.S. 44 (1996); In re Sacred Heart Hospital of
Norristown, 133 F.3d 237 (3d Cir. 1998); In re Estate of
Fernandez, 123 F.3d 241 (5th Cir. 1997); In re Creative
Goldsmiths, Inc., 119 F.3d 1140 (4th Cir. 1997); and
Florida Prepaid v. College Savings Bank, 119 S.Ct. 2199 (1999).

Anticipating the argument that the filing of this Motion
constitutes the States' consent to a waiver of their sovereign
immunity, the States make it clear that they are entering a
special appearance only to protest the exercise of jurisdiction
by the Bankruptcy Court, consistent with the teaching articulated
in In re Chen, 227 B.R. 614, 623 (Bankr. D. N.J. 1998)
(citing Clark v. Barnard, 108 U.S. 436, 448 (1883)).  

Charles A. Miller, Esq., and Caroline M. Brown, Esq., of
Covington & Burling in Washington, D.C., serve as lead counsel to
the 14 States. (VENCOR Bankruptcy News Issue 6; Bankruptcy
Creditor's Service Inc.)


ZENITH: Exiting Chapter 11
--------------------------
Zenith Electronics Corporation's (OTC Bulletin Board: ZETHQ)
financial restructuring has been approved by a federal court,
setting the stage for the company to emerge quickly from Chapter
11.

In its ruling, the U.S. Bankruptcy Court in Wilmington, Del.,
approved Zenith's prepackaged reorganization plan, under which
the company will become a wholly owned subsidiary of LG
Electronics Inc. (LGE).

"This marks the beginning of a new era for Zenith.  With a
focused business plan, streamlined operations and access to LGE's
considerable research and manufacturing resources, Zenith is
better positioned to capitalize on our brand, distribution and
technology strengths," said Jeffrey P. Gannon, president and
chief executive officer.

He said Zenith will emerge "with a healthier balance sheet and
more financial flexibility to participate fully in the transition
to digital television and HDTV." Zenith has a commitment for a
new, three-year $150 million credit agreement with a group of
banks led by Citicorp North America Inc., the same lenders that
provided $150 million of debtor-in-possession financing for the
past two months.

John Koo, vice chairman and CEO of LG Electronics, said, "We are
very pleased that the court has confirmed Zenith's restructuring.  
We look forward to Zenith emerging from Chapter 11 as part of
LGE, building on the strength of the powerful Zenith brand name
and further strengthening LGE's presence in North America."

Zenith filed its Prepackaged Plan of Reorganization with the
overwhelming support of its creditors on Aug. 23.  The plan
approved by the court calls for Zenith bondholders (current
holders of the $103.5 million in principal amount of the 6-1/4
percent Convertible Subordinated Debentures) to receive $50
million of new 8.19 percent senior debentures maturing in
November 2009.

Under the court-approved plan, all outstanding common stock,
including that for which LGE paid $366 million, will be canceled
and no stockholders will receive any distribution for their
shares.  As Zenith's largest creditor, however, LGE has agreed to
exchange $200 million of its claims for 100 percent of the newly
issued equity of the reorganized Zenith.  In exchange for
other claims, LGE will receive certain operating assets and
approximately $125 million in LGE New Restructured Senior Notes
as part of Zenith's restructuring.

Zenith, based in Glenview, Ill., is a long-time leader in
electronic entertainment products.  LGE, a global leader in
consumer electronics with operations in 180 countries and annual
sales of more than $9 billion, has been Zenith's majority
stockholder since November 1995.

                     *********

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,
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