TCR_Public/991111.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Thursday, November 11, 1999, Vol. 3, No. 219
                     
                     Headlines

AHERF: Coventry Finalizes Settlement of AHERF-related Disputes
BAPTIST FOUNDATION: Files Plan of Reorganization and Petition
COLUMBIA HCA: Seeks To Withdraw Registration Statement
FACTORY CARD: Engages Avalon Group  
FACTORY CARD: Investor Joins Management To Seek New Capital

FILENE'S BASEMENT: Court Approves Accountants Arthur Andersen
FILENE'S BASEMENT: Court Approves Atlantic Realty Properties
FILENE'S BASEMENT: Court Authorizes Financial Advisor
FORCENERGY: Order Approves Amended Disclosure Statement
GENESIS DIRECT: Seeks To Extend Time To Assume or Reject Leases

HARBOR FINANCIAL: Applies for Appointment of Responsible Person
ICO GLOBAL: Court Approves Bid from McCaw
IRIDIUM: Creditor Panel Wins Nod For Screening Wall  
LESLIE FAY: Reports Third Quarter Results
LOEHMANN'S: Order Extends Time to Assume or Reject Leases

NUCENTRIX BROADBAND: Feinberg Owner Of 1,306,266 Shares
ONSALE: Shareholders Approve Merger With Egghead.com
PARAGON TRADE: Announces Third Quarter Results
PINNACLE BRANDS: Seeks Extension of Exclusivity
PURINA MILLS: Making Progress on Fast-Track Reorganization

SCOOP INC: Acquires Substantially All of 24STORE.com Stock
SPECTRUM INFORMATION: Barclay Powers Holds 20.3% Of Common Stock
STUART ENTERTAINMENT: Order Approves Headquarters Lease
TELEPAD: Amended Plan Confirmed
THORN APPLE VALLEY: PBGC Assumes Control of Underfunded Plans

VENCOR: Potential Conflict Of Interest Dictates Auditor Change
WASTE MANAGEMENT: Appoints Turnaround Specialist as CEO   
      
                     *********

AHERF: Coventry Finalizes Settlement of AHERF-related Disputes
--------------------------------------------------------------
Coventry Health Care, Inc. (Nasdaq/NM:CVTY) announced
that it and its subsidiary HealthAmerica Pennsylvania, Inc. have
executed a final settlement with Allegheny General Hospital
(AGH), formerly owned by the Allegheny Health Education and
Research Foundation (AHERF), and its new owner, Western
Pennsylvania Health Care System (West Penn).  The settlement
resolves all liability issues surrounding AHERF's failure to
fulfill its contractual obligations, concludes all AHERF-related
litigation, and cements a new 3-year provider contract.  As a
result of the settlement, Coventry expects to release $ 6.3
million of the AHERF-related reserves, originally established in
the second quarter of 1998. The gain will be reflected in fourth
quarter and year-end 1999 results.  "We are pleased to solidify
our relationship with AGH and continue to include the entire West
Penn system in our provider network," said Dale B. Wolf,
chief financial officer of Coventry. "Our business in Western
Pennsylvania is performing well, and, although AHERF's bankruptcy
proceedings continue, this resolution marks the end of the AHERF
chapter for us." Coventry Health Care is a managed health care
company operating health plans under the names Principal
Health Care, HealthAmerica, HealthAssurance, HealthCare USA,
Group Health Plan, Southern Health and Carelink.  The Company
provides a full range of managed care products and services
including HMO, PPO, POS, Medicare Risk and Medicaid to 1.4
million members in a broad cross section of employer and
government-funded groups in 16 markets throughout the Midwest,
Mid-Atlantic and Southeast United States.  


BAPTIST FOUNDATION: Files Plan of Reorganization and Petition
-------------------------------------------------------------
Baptist Foundation of Arizona, Inc. ("BFA") today filed a pre-
negotiated plan of reorganization and a petition to reorganize
under Chapter 11 of the Federal Bankruptcy Code.  The
reorganization documents were filed in the U.S. Bankruptcy Court
in Phoenix. The filings were made following an announcement
last week that BFA and an Ad Hoc Committee of Investors had
entered into a formal Restructuring Agreement.  Its purpose is to
secure and maximize the existing value in BFA's investment
portfolio and to provide the more than 13,000 holders of BFA's
various debt securities the best possible opportunity to recover
a substantial portion of their investment.

The Restructuring Agreement and plan of reorganization set forth
the principal terms for the restructuring of BFA, its
subsidiaries and affiliated entities.  The file number for the
case is 9913275.

Jock Patton, Chairman of a Restructuring Committee that has been
formed to oversee the restructuring process, said a Chapter 11
proceeding was required to effect the restructuring because of
the size and complexity of the reorganization process.

With the Chapter 11 filing, the assets of BFA are under the
control and management of the independent Restructuring Committee
under the review of the Bankruptcy Court.  None of those involved
in the prior management of BFA during the past several years are
connected in any way to the new management structure being
established under the Chapter 11 proceeding, Mr. Patton said.

"For those BFA investors who are concerned about the management
of the assets in which their funds are invested, it is important
for them to understand that there is a new management team in
place.  It is not connected with prior management of BFA.  Those
involved in management of the assets going forward are highly
skilled professionals whose sole purpose is to return to
investors as much of their funds as possible, as rapidly as
possible," Mr. Patton said.

As explained in last week's announcement, due to the economic
circumstances of some of the investors, the Restructuring
Agreement permits each investor to choose one of two
alternatives.  Under the first alternative, known as the "Cash
Out Option," each investor will receive cash amounting to
approximately 20 percent of the principal and interest due to
them as of the date of the filing. Under the second alternative,
known as the "New Securities Option," investors may elect to
receive a unit comprised of two securities in a new, for-profit
company that will be formed as part of the restructuring (the
"New Company").  A unit is comprised of preferred stock with a
dividend rate equal to 6 percent per year, plus common stock
representing 100 percent of the initial ownership of the
New Company. Investors may also choose to split their debt
securities or related claims between the cash out option and the
securities option.

BFA listed total liabilities of $640 million in the filing, of
which $590 million is owed to investors.  The net equity value of
BFA's assets is currently anticipated to be between $160 million
and $200 million.  If the Cash Out Option is selected by
investors to the full $40 million cap, and the net equity value
of assets is in the range expected, the preferred shares would
thus have a face value of approximately 40 percent to 50 percent
of the investor's funds.

To further enhance the potential recovery to investors, the
Restructuring Agreement also requires the formation of a
litigation trust to pursue potential claims against certain
professional firms previously employed by BFA and other third
parties previously employed by or doing business with
BFA. The litigation trust will be funded with up to $5 million to
pursue such claims.  Each investor will be entitled to share
proportionally in the recovery from the litigation trust,
regardless of which investment option they select.

The Restructuring Agreement will be subject to a vote by the
investors and final approval by the Bankruptcy Court.  It is
expected that the restructuring proceeding will be concluded and
the distributions made to investors in early 2000.

Upon the successful completion of the restructuring, BFA will no
longer exist.  Instead, a new non-profit Baptist charitable
organization will be established.  The new charitable
organization will be involved in traditional Baptist charitable
activities, including, for example, ministries, education and
providing routine trust and estate planning.

The new Baptist charitable organization will be expressly
prohibited from selling debt securities.  Individuals receiving
distributions under the restructuring may choose, at their
discretion, to make a charitable donation of such distributions
to the new Baptist charitable organization.


COLUMBIA HCA: Seeks To Withdraw Registration Statement
-------------------------------------------------------
Since Columbia/HCA Healthcare Corporation is no longer a limited
guarantor of LifePoint Hospitals Holdings, Inc. the company has
requested of the Securities & Exchange Commission, the withdrawal
of the registration statement which relates to the registration
of the 10 3/4% Senior Subordinated Notes due 2009 of LifePoint
Hospitals Holdings Inc.  The Securities and Exchange Commission
accepted the registration on August 9, 1999.  Subsequent to that
date, Columbia/HCA has been fully, unconditionally and
irrevocably released from its obligations as a
guarantor of the notes.  Therefore, the request that the
registration statement be withdrawn from the Securities and
Exchange Commission's database for Columbia/HCA Healthcare Corp.
only.  All other co-registrants remain guarantors of the notes
and should not be withdrawn.  The primary obligor on the notes,
LifePoint Hospitals Holdings Inc., also remains and should not be
withdrawn.


FACTORY CARD: Engages Avalon Group  
----------------------------------
Factory Card Outlet Corp., Naperville, Ill., announced that it
has engaged Avalon Group Ltd.,  an investment banking firm in New
York, subject to the bankruptcy court's approval. Factory
Card Outlet, which filed chapter 11 on March 2, said Avalon's
mission is to seek an infusion of capital to aid Factory Card's
reorganization. (ABI 10-Nov-99)


FACTORY CARD: Investor Joins Management To Seek New Capital
-----------------------------------------------------------
Chicago investor Ron Chez today announced that he is joining
forces with the management of Factory Card Outlet Corp. (Nasdaq:
FPYQ) and its new investment bankers in an effort to seek new
capital for the company.  This announcement follows yesterday's
report that the company had retained the Avalon Group, Ltd., New
York City, as investment bankers for a recapitalization mission,
subject to Bankruptcy Court approval.

"With the recent appointment of new CEO Bill Freeman we're
optimistic that others will join us in recognizing the
exceptional potential of this company and help facilitate its
prompt emergence from court jurisdiction.  My own confidence is
reflected by my intention, subject to satisfactory terms, to
invest additional capital in the enterprise and I will be talking
with other investors to do likewise," Chez stated.

Chez is currently the second largest shareholder of Factory Card
Outlet, owning just over one million shares out of its total 7.3
million shares outstanding.

Factory Card is a chain of 182 company owned retail stores
offering a vast assortment of party supplies, greeting cards,
gift wrap and other special occasion merchandise at everyday
value prices. On March 23, 1999, the company filed a petition for
reorganization under Chapter II. of the United States Code and is
currently operating as a debtor in possession.
                                                          

FILENE'S BASEMENT: Court Approves Accountants Arthur Andersen
-------------------------------------------------------------
On November 1, 1999, the US Bankruptcy Court for the District of
Massachusetts, Eastern Division entered an order authorizing the
debtors to employ Arthur Andersen LLP, accountant.

The debtors are authorized to pay to Andersen a retainer in the
amount of $100,000.

The firm will complete the audit of the annual financial
statements for the year ended January 28, 2000 and will render
tax return preparation and other compliance tax and consulting
services.  The firm will render accounting assistance and will
provide pension plan audit services and analysis and will provide
expert testimony as required.


FILENE'S BASEMENT: Court Authorizes Financial Advisor
-----------------------------------------------------
On November 1, 1999, the US Bankruptcy Court for the District of
Massachusetts, Eastern Division entered an order authorizing the
debtor to employ Altman and Co. as financial advisor and
consultant to the debtor.

The firm will assist in the preparation of financial information
for distribution to creditors, including cash flow projections
and budgets, cash receipts and disbursement analysis, analysis of
various asset and liability accounts, and analysis of proposed
transactions for which court approval is sought.  The firm will
attend meetings and assist in negotiations with banks and other
secured lenders, and the creditors' committee.  The firm will
assist in the preparation of monthly operating reports, and will
assist regarding the valuation of the present level of
operations.


FILENE'S BASEMENT: Court Approves Atlantic Realty Properties
------------------------------------------------------------
By court order dated November 1, 1999, the US Bankruptcy Court
for the District of Massachusetts, Eastern Division entered an
order authorizing the debtors to employ Atlantic Retail
Properties as special real estate consultant.

The firm will develop and design a marketing program for the sale
and/or assignment of leasehold interests relating to twenty
stores listed in the Retention Agreement that are closed or are
in the process of conducting going-out-of business sales.  They
will implement a marketing plan, soliciting offers from
prospective purchasers and making recommendations to the debtors.  
They will also help coordinate and organized the bidding
procedures and sale process.


FORCENERGY: Order Approves Amended Disclosure Statement
-------------------------------------------------------
The First Amended Joint Disclosure statement was approved by the
US Bankruptcy Court for the Eastern District of Louisiana on
October 28, 1999.  A hearing on confirmation of the plan will be
held in Courtroom 709, Hale Boggs Federal building, 501 Magazine
Street, New Orleans, Louisiana on Monday December 13, 1999 at
10:00 AM.

The plan provides for the continuationf o the debtors' business
operations through on-going development, exploitation,
exploration, acquisition and production of oil and natural gas.  
The plan contemplates a re-capitalization of the debtors pursuant
to which holders of Allowed General Unsecured Claims shall
receive 23,040,000 shares of New Forcenergy Common Stock on a pro
rata basis, and the holders of Forcenergy Equity Interests shall
receive 960,000 shares of New Forcenergy Common Stock and the
Warrrants on a pro rata basis, subject in each case to the shares
of New Forcenergy Common Stock held in Reserve and the Warrants
held in Reserve.

Classification and Treatment of Claims and Equity Interests:

Class 1 -
Allowed other Priority claims: $1,500 - unimpaired, payment in
full.

Class 2 -
Allowed Secured Tax Claims - $305,200 - unimpaired, payment in
full.

Class 3 -
Allowed Secured Bank Group Claim - $339,800,000 - Impaired -
estimated percentage recovery - 100% - treatment depends on
acceptance or rejection of plan, as more particularly described
in the plan.

Class 4A-
Allowed Senior Miscellaneous Secured Claims - $1,989,000 -
Unimpaired - Estimated percentage recovery: 100%

Class 4B -
Allowed Junior Miscellaneous Secured Claims - $15,824,000 -
Impaired. At option of debtors, either payment in full in cash or
semi-annual cash payments over a period of 3 1/2 years, with 8%
interest. Estimated percentage recovery: 100%

Class 5 -
Allowed Interior Claims and Allowed Governmental Mineral Lessor
Claims - $0 Unimpaired. Estimated percentage recovery: 100%

Class 6 -
Claims of Bonding Entities.  - N/A - unimpaired
If the new bonds are authorized, they will be entitled to
treatment as administrative.

Class 7 -
Allowed Convenience Claims - $1,670,000 - Unimpaired. Each holder
shall receive cash in an amount equal to 100% of such allowed
convenience claim.

Class 8 -
Allowed General Unsecured Claims - $404,100,000 - Impaired. Each
holder shall receive a pro rata share of 23,040,000 shares of New
Forcenergy Common Stock less the number of shares of New
Forcenergy Common Stock held in the Reserve in respect of
Disputed General Unsecured Claims.  Each holder of an Allowed
General Unsecured Claim will also be entitled to participate in
the Rights Offering to acquire Subscription Preferred Stock and
Subscription Warrants.  Estimated Percentage recovery: 62%

Class 9 -
Allowed Intercompany Claims - $11,470,803 - Impaired.  Each
holder shall receive $1.00 on account of such claim.  Estimate d
percentage recover: $1 per claim; $6 total.

Class 10 -
Allowed Forcenergy Equity Interests. Impaired.  Shall receive a
pro rata share of 960,000 shares of New Forcenergy Common Stock
and the four year warrants and the five year warrants.  The
holders of Forcenergy Equity Interests will receive on share of
New Forcenergy Common Stock per 28.6 shares of old common stock.

Class 11 -
Allowed Resources Equity Interests - Unimpaired.  Forcenergy
shall retain its Resources Equity Interest.


GENESIS DIRECT: Seeks To Extend Time To Assume or Reject Leases
---------------------------------------------------------------
The debtors, Genesis Direct Inc., et al. seek to extend their
time to assume or reject five unexpired non-residential real
property leases for a period of 120 days.

They seek to extend the time until February 15, 2000.  The
debtors state that they have been focusing their efforts on
reducing their costs and expenses.  Additional time is needed to
analyzed the value of the subject leases.


HARBOR FINANCIAL: Applies for Appointment of Responsible Person
---------------------------------------------------------------
The debtors, harbor Financial Group, Inc., et al. seek
appointment of a "responsible person" to exercise debtor powers.
On October 28, 1999, Rick R. Hagelstein, Harbor's sole remaining
director and Chief Executive Officer submitted his resignation
effective October 31, 1999.

The debtor argues that the appointment of a responsible person
would be more efficient and cost effective since it is approved
by the Bank Group and the Creditors' Committee, and appointment
of a Chapter 11 trustee would cause delays and unwarranted costs.


ICO GLOBAL: Court Approves Bid from McCaw
-----------------------------------------
ICO Global Communications Ltd., New York, said yesterday that the
bankruptcy court in Delaware approved an interim restructuring
plan for the company that will give wireless pioneer Craig McCaw
control of the company, The Wall Street Journal reported. McCaw's
group of investors was chosen over a last-minute competing bid
from Indian media magnate Subhash Chandra. Late yesterday the
court approved a $225 million investment in ICO by McCaw's
group that will prevent ICO's liquidation. The satellite
telephone company, which filed chapter 11 in August, plans to
provide global phone service through a network of 12 satellites
to be launched by the end of next year. McCaw also pledged to
invest another $275 million in January to lead a $700 million
investment round in June. ICO may emerge from bankruptcy as early
as January. (ABI 10-Nov-99)


IRIDIUM: Creditor Panel Wins Nod For Screening Wall  
---------------------------------------------------
Members of Iridium LLC's official creditors' committee won court
approval to erect a "screening wall" at their firms allowing the
members to trade Iridium securities without damaging their claims
against the company. U.S. Bankruptcy Judge Cornelius Blackshear
mandated that, as evidence of the implementation of the screening
wall, committee members that seek to trade Iridium securities
must file an affidavit of each individual performing committee-
related activities stating that the individual will comply with
the screening wall procedures. (The Daily Bankruptcy Review and
ABI November 10, 1999)


LESLIE FAY: Reports Third Quarter Results
-----------------------------------------
The Leslie Fay Company, Inc. (Nasdaq: LFAY) reported today 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, including one-time charges related to the
company's August 25 merger with a Three Cities affiliate,
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 these one-time charges, both basic and
diluted EPS would have risen by $0.06 to $0.62 per basic and
$0.58 per diluted share, an improvement over the third-quarter
1998 performance.

Gross profit margin of 25.2% for the third 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 third 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 dress business, higher
markdowns in the Sportswear business, the continued integration
of the Warren business acquired last October, and one-time
expenses caused by the merger," John J. Pomerantz, Leslie Fay's
chairman and CEO, said in making the announcement.  "Except for
one-time merger-related expenses, our per share earnings for the
quarter would have been $0.03 greater than a year ago.
"Sales volume for Leslie Fay Dresses was lower than expected due
to timing issues," Pomerantz added.  "Sales results for Leslie
Fay Sportswear and Haberdashery by Leslie Fay reflect greater
price reductions than last year. Beginning with 2000, we will be
combining these two product lines to provide a more cohesive
product offering with less overlap.  Our new Warren Group
business continues to perform ahead of plan.  The launch of a
Leslie Fay Evenings line is being well received.

"Our higher operating expenses reflect the addition of Warren,
the 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.  Weighted average shares outstanding, assuming
dilution and reflecting the Company's stock repurchases, were 6.0
million for the third quarter of 1999 and 6.8 million for the
year-ago quarter.  Due to the August 25 cash exchange
transaction, there were, as of October 2, 1999, 5,053,138 basic
shares outstanding.

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.
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 first 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 decreased 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 the one-
time costs in connection with its completed merger agreement,
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.  


LOEHMANN'S: Order Extends Time to Assume or Reject Leases
---------------------------------------------------------
The debtor, Loehmann's Inc., was granted an extension of the time
within which the debtor may assume or reject unexpired leases of
nonresidential real property to and including January 13, 2000.

The court also approved the rejection of the following leases:

Arcadia Hub Shopping Center, Arcadia, CA
Danbury Square Shopping Center, Danbury, CT
2701 N. Federal Highway, Fort Lauderdale, FL
Rego Park, 60-06 99th Ave, Rego Park, NY
Pavilion Shopping Center, Beachwood, Ohio
Park Place Mall, Memphis , Tennessee


NUCENTRIX BROADBAND: Feinberg Owner Of 1,306,266 Shares
-------------------------------------------------------
Stephen Feinberg is reported as beneficial owner of 1,306,266
shares of the common stock of Nucentrix Broadband Networks Inc.  
Of this amount Cerberus Partners, L.P. is the holder of 302,100
shares of common stock of Nucentrix Broadband Networks, Inc.;
Cerberus International, Ltd. is the holder of 606,200 shares of
common stock of the company; Cerberus Institutional Partners,
L.P. is the holder of 87,066 shares of common stock of the
company; and certain private investment funds in the aggregate
are the holders of 310,900 shares of common stock of the
company.  Stephen Feinberg possesses sole power to vote and
direct the disposition of all securities of the company owned by
each of Cerberus, International, Institutional and the Funds.
Thus, Stephen Feinberg is deemed to beneficially own 1,306,266
shares of common stock of the company, or 13.0% of those issued
and outstanding.


ONSALE: Shareholders Approve Merger With Egghead.com
----------------------------------------------------
Onsale, Inc., a leading Internet retailer, has received the
shareholder vote required to approve a proposed merger with
Egghead.com. Egghead.com convened its shareholders meeting
November 4, 1999, and adjourned it to November 19, 1999, in order
to allow Egghead.com shareholders additional time to return their
proxies. To date, more than 97 percent of the Egghead.com proxies
returned have been in favor of the merger, but additional
shareholder votes are required to meet Egghead.com's requirement
of a two-thirds vote in favor of the merger.

Onsale shareholders also approved an amendment to Onsale's 1995
Equity Incentive Plan.

Onsale, a leading Internet retailer, provides low prices and
personalized service through automation. Onsale atCost offers
computer equipment at wholesale prices directly to businesses and
consumers. Onsale atAuction offers bargains on excess merchandise
and services through online auctions, such as personal computers,
consumer electronics, sports and fitness equipment, and vacation
packages. Onsale atCost and Onsale atAuction are located on the
World Wide Web at www.onsale.com.


PARAGON TRADE: Announces Third Quarter Results
----------------------------------------------
Paragon Trade Brands, Inc. (OTC Bulletin Board: PGNFQ) today
reported a loss of $5.2 million, or $.44 per share, for the
quarter ended September 26, 1999, compared to net earnings of
$4.0 million, or $.34 per share for the third quarter of 1998.  
Net sales for the quarter were $128.5 million, compared to
$137.0 million for the third quarter of 1998.  Third quarter net
earnings reflect the positive net impact of a $1.3 million
transfer price adjustment with a foreign affiliate. Earnings
before interest, taxes, depreciation and amortization and
bankruptcy costs, ("EBITDA"), for the third quarter totaled
$5.9 million.

Sales volume in the third quarter improved over the second
quarter reflecting the impact of the rollout of the Company's
newly launched Destination Store Brand programs.  As a result,
third quarter sales increased 9% from $117.8 million in the
second quarter to $128.5 million.  Earnings were affected by the
combination of added costs for the Destination Store Brand
programs, manufacturing inefficiencies and added royalties.

For the nine months ended September 26, 1999, the Company
reported a net loss of $20.8 million or $1.74 per share, compared
to net earnings of $13.4 million or $1.12 per share, for the same
period last year.  Net sales for the nine months were $372.6
million, compared to $402.3 million for the same period last
year.  EBITDA for the nine months totaled $10.5 million.

The net sales trend for the nine month period continues to
reflect the impact of a number of factors, including increased
consumer preference for premium priced products in a strong
overall economy and increased competitive pressures.
With the launch of new Destination Store Brand programs, the
Company is shipping new products to compete more effectively with
these trends.  Operating results continued to be impacted by
underutilized manufacturing capacity, royalty payments to P&G and
K-C, increased product costs and manufacturing inefficiencies due
to the new product start-ups. Increased selling, general and
administrative (SG&A) expense reflects increased marketing and
promotional expenses as well as the amortization of information
technology investments.

Commenting further, Chief Executive Officer, Bobby Abraham, said,
"We are pleased that third quarter sales have picked up.  
Nevertheless, we expect fourth quarter earnings to be affected by
slower sales and the added costs of machine changeovers as we
extend the roll out of our new products.  We do expect increased
sales and manufacturing efficiencies to improve earnings during
2000 as we put behind us the disruptive environment of operating
in Chapter 11."

As has previously been reported, on October 15, 1999, the Company
announced that it has accepted a commitment by Wellspring Capital
Management LLC to acquire Paragon as part of a plan of
reorganization and has filed, along with its Official Committee
of Unsecured Creditors, as a co-proponent, an amended plan of
reorganization and disclosure statement in the United
States Bankruptcy Court for the Northern District of Georgia for
protection under Chapter 11 of the United States Bankruptcy Code.

Commenting on the Chapter 11 filing and the status of the
Company's reorganization, Mr. Abraham noted, "We are encouraged
by the significant progress we have made in the process of
emerging from Chapter 11.  With the acceptance of the Wellspring
Commitment in October and the filing of our plan of
reorganization and disclosure statement, we believe that we are
well on our way to completing the reorganization process.  With
our disclosure statement hearing now set for November 17, 1999,
we believe we are on track to emerge from Chapter 11 as
expeditiously as possible."

Paragon Trade Brands is the leading manufacturer of store brand
infant disposable diapers in the United States and, through its
wholly owned subsidiary, Paragon Trade Brands (Canada) Inc., is
the leading marketer of store brand infant disposable diapers in
Canada.  Paragon manufactures a line of premium and economy
diapers, training pants, feminine care and adult incontinence
products, which are distributed throughout the United States and
Canada, primarily through grocery and food stores, mass
merchandisers, warehouse clubs, toy stores and drug stores that
market the products under their own store brand names.  Paragon
has also established international joint ventures in Mexico,
Argentina, Brazil and China for the sale of infant disposable
diapers and other absorbent personal care products.


PINNACLE BRANDS: Seeks Extension of Exclusivity
-----------------------------------------------
The debtors, Pinnacle Brands, Inc., seek an order extending the
debtors' exclusive periods within which to file a plan or plans
of reorganization and solicit acceptances thereof.

The debtors seek an extension of approximately 60 days, to and
including January 3, 2000 to file a plan, and to and including
March 3, 2000, to solicit acceptances to the plan.  The debtors
need the additional time to conclude the plan process with their
creditor constituencies and to work towards the implementation of
such a consensual plan which would provide for the distribution
of the proceeds from the Performance and Playoff sales and the
disposition of any remaining assets.  The debtors claim,
"Termination of the debtors' exclusivity at this juncture would
create an uncertain, chaotic environment, which would inevitably
disrupt the plan process, thereby potentially reducing
distributions to the debtor's creditors."


PURINA MILLS: Making Progress on Fast-Track Reorganization
-----------------------------------------------------------
Purina Mills, Inc. announced that it filed a Form 8-K with the
Securities and Exchange Commission, which includes preliminary
drafts of a plan of reorganization and a disclosure statement.

As described in the preliminary draft disclosure statement, a
potential settlement has been negotiated between Koch Industries,
Inc. and an unofficial committee representing the Purina Mills
Inc. subordinated noteholders.  At this time, noteholders
representing approximately 55 percent of the total amount of $350
million of the Company's 9% Senior Subordinated Notes due 2010,
have agreed to the terms of the settlement.  Purina Mills is not
a party to the settlement, but is reviewing and analyzing the
terms of the settlement. If Purina Mills determines that the
settlement is appropriate, the Company will revise and update the
plan of reorganization and disclosure statement to include
provisions consistent with the settlement.

The potential settlement with the subordinated noteholders
proposes a $60 million cash contribution by Koch Industries, Inc.
and contemplates Koch receiving no consideration for its current
equity interest in Purina Mills.

The Company continues on a targeted fast-track schedule and
anticipates filing the Company's revised plan of reorganization
and disclosure statement with the Bankruptcy Court shortly and
Purina Mills' management is targeting to emerge from Chapter 11
during early 2000.

Purina Mills is America's largest producer and marketer of animal
nutrition products.  Based in St. Louis, Missouri, the Company
has 49 plants and 2500 employees nationwide.  Purina Mills is not
affiliated with Ralston Purina Company, which is the registered
owner of the trademarks "Purina," the checkerboard logo and
Purina Dog Chow brand and Purina Cat Chow brand pet foods.


SCOOP INC: Acquires Substantially All of 24STORE.com Stock
----------------------------------------------------------
Scoop, Inc., a Delaware corporation (OTC: SCPI) ("Scoop"),
announced that, on November 5, 1999, it acquired substantially
all of the stock of 24STORE.com Limited, a Swedish internet
company, in exchange for newly issued shares of Scoop stock. As a
result of the transaction, which was effectuated pursuant to
Scoop's Second Amended Plan of Reorganization, Scoop's
stockholders prior to the transaction will own approximately nine
percent of the post-transaction of shares of Scoop. InfiniCom AB
(publ), a Swedish holding company which formerly held 100% of the
stock of 24STORE.com, was issued shares representing
approximately 91% of the post-transaction shares in the
transaction.  Scoop's Chief Executive Officer, Rand Bleimeister,
who will be replaced as CEO by an InfiniCom executive, stated "I
am pleased with the result of the transaction and expect that
Scoop's shareholders will be pleased with the direction that
24STORE.com is headed." Scoop is represented in its Chapter 11
case by Robert E. Opera and Hamid R. Rafatjoo of the Irvine-based
law firm of Lobel, Opera & Friedman LLP (www.lobelopera.com).
Scoop's corporate and securities counsel are William J. Cernius
and Scott Shean of the Costa Mesa office of Latham & Watkins.
InfiniCom is represented by Brian L. Holman and Daniel H. Peters
of the Los Angeles office of White & Case LLP.


SPECTRUM INFORMATION: Barclay Powers Holds 20.3% Of Common Stock
----------------------------------------------------------------
Barclay Powers holds 1,685,000 shares of the common stock of
Spectrum Information Technologies I, exercising sole power to
vote or dispose of the shares.  1,685,000 shares represents 20.3%
of the outstanding shares of common stock of the company.

Barclay Powers is a Director of Spectrum Information Technologies
I. On or about December 27, 1998, Powers & Co. issued transfer
instructions effectuating its December 12, 1998 gift to Barclay
Powers of 995,000 shares of Spectrum's common stock and an option
for 690,000 shares of common stock. In addition, on December 24,
1998, Barclay Powers exercised his option in its entirety and
purchased 690,000 additional shares of common stock for $103,500,
using personal funds which he received by gift from Lawrence
Powers.

As a result of the above transactions, Barclay Powers Co. owns
1,685,000 shares of common stock and no options to acquire any
additional shares.

At the time the above transactions were reported, Lawrence Powers
and Barclay Powers entered into a verbal understanding that
Barclay Powers's shares would be voted and disposed of by either
of them.

On or about October 25, 1999, Lawrence Powers and Barclay Powers
terminated their understanding, and Barclay Powers thereby
assumed sole voting and dispositive power over said shares.  The
source of the consideration paid by Barclay Powers for the
exercise of all of his option was $103,500 from his personal
funds which he received by gift from Lawrence Powers.

Barclay Powers intends to hold his shares of common stock for
investment purposes. To that end, he will continuously review his
investment in the company.  In reaching any decision with respect
to such investment, he will take into consideration various
factors, such as Spectrum's business prospects and financial
position, other developments concerning the company, the price
level of the common stock, conditions in the securities markets,
and general economic and industry conditions.  Depending upon the
results of review of any or all of the aforementioned factors, he
may decide to acquire additional securities of the company or to
dispose of all or a portion of his common stock.


STUART ENTERTAINMENT: Order Approves Headquarters Lease
-------------------------------------------------------
The debtor, Stuart Entertainment, Inc. is authorized to enter
into a commercial office space lease with L&B 8200 Normandale,
Inc. for its corporate headquarters.  Following the objection of
the creditors' committee, certain amendments were made to the
lease, and the lease, as amended was approved by the court.  The
premises is designated as Suite #400 located on the fourth floor
of the building at 8200 Normandale Boulevard, Bloomington,
Minnesota.  The lease terms is sixty months commencing On
Ocotbelr 15, 1999, at a base rent commencing at $18,877 per
month.


TELEPAD: Amended Plan Confirmed
-------------------------------
The United States Bankruptcy Court in Wilmington, Delaware,
entered an order on October 8, 1999 confirming the Modified
Amended Plan of Reorganization dated October 8, 1999 proposed by
Kurt F. Gwynne as Chapter 11 Trustee for TelePad Corporation.  
The Plan was confirmed 37 days after Mr. Gwynne was appointed as
Chapter 11 Trustee.

Mr. Gwynne filed a Disclosure Statement and a Plan of
Reorganization with the Bankruptcy Court on September 15.  The
Plan was since modified to, among other things, reflect
agreements between TelePad and its purported secured lenders.
The Modified Amended Plan of Reorganization provides for the
payment in full of allowed claims entitled to priority under the
Bankruptcy Code.  The Plan contemplates a pro rata payment of
remaining proceeds to holders of allowed nonpriority, unsecured
claims.  The Plan, however, specifically extinguishes all
legal and other interests of the holders of the company's common
stock, preferred stock and redeemable warrants effective as of
November 7, 1999.

In addition, the Bankruptcy Court has set January 14, 2000 as the
bar date for filing prepetition claims and post-petition
administrative expense claims against TelePad's estate.

Copies of the Plan can be obtained from the United States
Bankruptcy Court in Wilmington, Delaware.


THORN APPLE VALLEY: PBGC Assumes Control of Underfunded Plans
-------------------------------------------------------------
The Pension Benefit Guaranty Corp. is assuming control of four
underfunded pension plans that cover 3,400 present and past
workers for Thorn Apple Valley, which has a bacon plant in Holly
Ridge with 400 employees.

The workers and retirees will receive the same pension benefits
they have been accustomed to, said a PBGC spokesman.

Thorn Apple Valley filed for Chapter 11 bankruptcy protection in
March, and its assets were sold to IBP Foods Inc. in August.

The Thorn Apple Valley company was liquidated, and the plant
operates under the IBP Foods banner now. IBP owns the rights to
the Thorn Apple Valley brand name.  But the Iowa meat processor
didn't pick up the pension plans when it bought the assets,
including the Holly Ridge plant.

So the PBGC will manage the pension plans, which have $ 14
million in assets to cover benefit liabilities of more than $ 25
million.

Taxpayers don't make up the shortfall, said Gary Pastorius,
public affairs officer for the PBGC. The agency's operations are
financed by insurance premiums paid by companies that sponsor
pension plans.   He said retirees will continue to receive their
pension checks without interruption. "There'll be no change
except there will be a different name on the check," he said.
(Wilmington, NC Morning Star 10-Nov-99)


VENCOR: Potential Conflict Of Interest Dictates Auditor Change
--------------------------------------------------------------
Vencor, Inc., upon approval of its Board of Directors, appointed
PricewaterhouseCoopers LLP as its independent auditors for the
fiscal year ending December 31, 1999 to replace Ernst & Young LLP
effective November 2, 1999.  The appointment of
PricewaterhouseCoopers LLP is subject to approval
by the United States Bankruptcy Court.

The Board of Directors of Vencor, Inc. was advised by counsel
that the participation of Ernst & Young in the company's 1998
spin off from Ventas, Inc. presented a potential conflict of
interest that would significantly jeopardize the ability of Ernst
& Young to be approved as independent auditors for the company by
the Bankruptcy Court.

With reference to the audit of the company's consolidated
financial statements for the year ended December 31, 1998, Ernst
& Young informed the company and its Audit and Compliance
Committee of a condition that it believed constituted a material
weakness in the company's internal controls.  Ernst & Young
communicated that certain of the company's account
reconciliations had not been completed on a timely basis.  
Additionally, Ernst & Young stated that there was a lack of
appropriate follow up and resolution of reconciling items,
including adjustments of the accounting records on a timely
basis, and there was a lack of evidence of review of
the reconciliations by an independent person.  The company did
reconcile all accounts and recorded the appropriate adjustments
prior to the filing of its Annual Report for the year ended
December 31, 1998.  Ernst & Young advised the company that, in
completing its audit, it considered the aforementioned material
weakness in determining the nature, timing and extent of
procedures performed to enable it to issue its opinion on the
consolidated financial statements.  The company has authorized
Ernst & Young to respond fully to the inquiries of
PricewaterhouseCoopers LLP concerning these matters.


WASTE MANAGEMENT: Appoints Turnaround Specialist as CEO   
-------------------------------------------------------
Reporting a net loss for the third quarter of $948 million,
Houston-based Waste Management Inc. announced that it has
appointed corporate turnaround specialist Maurice Myers as its
new CEO and president, according to a newswire report. Myers
comes from Kansas-based trucking firm Yellow Corp., which he
restored to profitability in 1997. Previously he was president
and COO of America West Airlines Inc.; he joined the company in
1993 and helped it to emerge from bankruptcy the next year. Myers
has already voiced support for the key elements of a Waste
Management plan, including the sale of non-strategic assets, debt
reduction and an improved system for allocating capital. S&P
Equity Group Analyst Stewart Scharf said that recruiting someone
from outside the garbage industry was good but that he thought
this would be Myers "greatest challenge." (ABI 10-Nov-99)

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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
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