TCR_Public/991116.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Tuesday, November 16, 1999, Vol. 3, No. 222
                     
                     Headlines


BROTHERS GOURMET: Creditors to Get $12 Million in New Stock  
COHO ENERGY: Financial and Operating Results
CROWN BOOKS: Emerges From Chapter 11
FILENE'S: New Business Strategy
FILENE'S: Proposes Store Closings in Reorganization Plan

GOSS HOLDINGS: Bankruptcy Court Approves Plan Of Reorganization
GREATER SOUTHEAST: Judge Teel Approves Sale
HURRICANE HYDROCARBONS: CCAA Extension Granted
ICO GLOBAL: Financing led by McCaw, Teledesic & Eagle River
LL KNICKERBOCKER: Reports Third Quarter And Nine Months Results

LOT$OFF: Files Petition for Writ of Certiorari
NATIONAL ENERGY: Bankruptcy Court Enters Orders
NATIONAL ENERGY: Reports Third Quarter Results
NEXTWAVE: Battle For PCL Licenses Being Watched Closely
OMEGA HEALTHCARE: Announces Approval of Sun Property Agreement

OPTEL: Announces Unaudited Financial Results For Fourth Quarter
PAGENET: Records Weakened Quarter
PHILIP SERVICES: Turnaround Firm Finds CEO
SUN HEALTHCARE: Court Approves Property Agreement With Omega
WASTEMASTERS: Negotiating To Sell Controlling Interest

Meetings, Conferences and Seminars

                     *********

BROTHERS GOURMET: Creditors to Get $12 Million in New Stock  
-----------------------------------------------------------
Brothers Gourmet Coffees Inc. estimated that unsecured claim
holders will recover about 53% of their claims through a
distribution of new common stock, estimated to have a value of
$12 million, under its proposed first amended plan of
reorganization. Citing the "inherent uncertainty and risk" posed
by the plan transactions, including the need to attract
additional private-label business, the coffee wholesaler said
that its plan gives unsecured claim holders, who prefer not to
take an equity interest in the reorganized company, the
opportunity to receive cash payments calculated on the basis of
its liquidation value, which is estimated at about $8 million.
Creditors opting for the cash-out election are estimated to
recover about 36 percent of their claims.  (The Daily Bankruptcy
Review and ABI November 15, 1999)


COHO ENERGY: Financial and Operating Results
--------------------------------------------
Coho Energy, Inc. (OTC BB:COHO) reported financial and operating
results for the period ended Sept. 30, 1999.

Operating results for the three month and nine month periods
ended Sept. 30, 1999, when compared with the same periods in 1998
were impacted by a lack of capital for reinvestment and the sale
of the Monroe gas field in December 1998.

Capital expenditures year to date 1999 are $5 million as compared
with total expenditures in the same period of 1998 of $62.5
million.

During the third quarter of 1999, the Company was contractually
required to participate in the drilling of a well on its Tunisia
permit. This well, which preserved the Company's interests in the
permit was drilled under a turnkey contract, tested oil and water
and was deemed by the Company to be non commercial. Anadarko, a
partner in the permit, is assuming operatorship and plans to
continue the exploration of the permit; however, accounting
treatment on a country by country basis requires the Company to
writedown its carrying cost. Accordingly, the Company's income
statement for the three and nine months ended Sept. 30, 1999,
reflects a charge of $5.4 million to writedown all but the
geological and geophysical costs previously incurred associated
with continued exploration of the permit.

On Aug. 23, 1999, the Company and certain of its subsidiaries
filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code. The Company is currently operating as a
debtor in possession subject to the bankruptcy court's
supervision and orders.

Under applicable United States bankruptcy rules, the Company is
required to reflect in its financial statements liabilities
subject to compromise of $422.7 million, the accrual of interest
at the default rate on the Company's secured debt (which includes
the Company's bank revolving credit facility) and the non
accrual of interest on the Company's unsecured debt (which
includes the Company's 8 7/8% Senior Note due 2007) from the date
of filing of the Company's bankruptcy petition.

The defaulted financial obligations together with a lack of
liquidity have had an adverse effect on the financial results of
the Company. For the three months ended Sept. 30, 1999, Coho
reported a loss of $10.7 million ($.41 per share) as compared
with a loss of $7.2 million ($.28 per share) in the same
period in 1998.

Coho Energy, Inc., is a Dallas-based oil and gas producer
focusing on exploitation of underdeveloped oil properties in
Oklahoma and Mississippi.


CROWN BOOKS: Emerges From Chapter 11
------------------------------------
Crown Books Corporation announced today that the Company has
emerged from bankruptcy protection after 16 months in
reorganization.

Under the terms of the plan of reorganization, all of the old
common stock of Crown (previously traded as OTC BB: CRWNE) has
been cancelled, and 100% of the new common stock of Crown will be
distributed to holders of Crown's unsecured claims in full
satisfaction of such claims.  An affiliate of Shenkman Capital
Management, Inc., a New York based money management firm with
$2.5 billion under management, will be the largest shareholder of
the reorganized Company with approximately 33% of the new common
stock.  Crown emerges from Chapter 11 debt-free except for a $35
million working capital line of credit, which is being provided
by Paragon Capital, LLC.

Crown Books intends to file a Form 10 with the Securities and
Exchange Commission and make an application to list its new
common stock on a national securities exchange.

CEO Steve Panagos said,  "Year-to-date, the Company has achieved
a 14% improvement in comparable store sales without any
significant increase in promotional activity,
demonstrating the viability of our discount strategy and the fact
that the traditional bookstore experience is valued by
consumers."

The Company intends to position its traditional bookstore
business for growth, and further intends to develop a significant
Internet presence.

Crown is a discount retailer of general trade books, book-related
products and non-book products.  The Company has 92 stores
located in five major metropolitan areas:  Washington, DC,
Chicago, San Francisco, Los Angeles and San Diego.  Crown is
known for its ability to sell books at the lowest price of any
traditional or Internet bookseller in the market today.  Crown
has 1,700 employees and has annual sales of approximately $190
million.


FILENE'S: New Business Strategy
-------------------------------
In a bold move to return Filene's Basement to profitability, the
senior management of the company, in consultation with its
secured and unsecured creditors, designed a new business strategy
that has the Basement returning to its roots.  After a two week
intensive process, management and the new team of outside
professionals approved by the court created a dramatic plan and
will be seeking court approval as it rebuilds and reenergizes its
core stores.  This is an important step in Filene's Basement's
efforts to successfully emerge from Chapter 11 bankruptcy.  The
strategy, if approved, will leave Filene's Basement a company
born in Massachusetts, with key stores in New York, Chicago and
Massachusetts, including the famous Boston store.  Although the
list has not been finalized stores in other states will be
closed.  The remaining core retail outlets will not only provide
Filene's Basement with a profitable base, but will offer the
opportunity for the company to return to the merchandizing
approach that made it successful.

This strategic change will allow Filene's Basement to stay in
business and preserve approximately 3,000 jobs.  Unfortunately,
approximately 900 employees who are not in key urban markets will
be laid off.  Those affected will receive good severance packages
based on their seniority with the company and a small percentage
will be offered other jobs.  Counseling will also be provided for
employees if they need support.  Most of the layoffs will take
place at the end of the year.
     
The business strategy returns Filene's Basement to its roots by
focusing on the best brand names at everyday low prices.  A wide
variety of quality merchandise with new stock continually
arriving will make Filene's Basement the ultimate bargain
hunter's shopping experience.

Aisle 3, Filene's Basement weekend-only stores now open in New
York, New Jersey, Illinois and Maryland, are unaffected by the
current plan.


FILENE'S: Proposes Store Closings in Reorganization Plan
--------------------------------------------------------
Pending bankruptcy court approval of the reorganization plan it
filed on Friday, Filene's Basement Corp. will close almost half
of its stores and cut about 900 jobs of its 3,900 positions
to emerge from chapter 11 protection as a smaller company,
according to a newswire report. Filene's Basement, a discount
retailer, would close 18 stores and keep 22 open in New York,
Chicago and Massachusetts, including its flagship Boston store.
The Wellesley, Mass.-based retailer filed for chapter 11
protection in August and filed its plan on Friday. Chairman and
CEO Sam Gerson said in a statement, "Our plan will allow us, when
we emerge from bankruptcy, to be a smaller yet stronger
organization."


GOSS HOLDINGS: Bankruptcy Court Approves Plan Of Reorganization
---------------------------------------------------------------
Goss Holdings Inc. proposes to issue, as part of its Second
Amended Plan of Reorganization of Goss Graphic Systems, Inc., GGS
Holdings, Inc. and Goss Realty, LLC dated September 7, 1999, its
12.25% Senior Subordinated Notes due 2005. Under the Plan of
Reorganization (a) GGS Holdings, Inc. will merge into the
company, and the company will become the successor to GGS
Holdings; and (b) the holders of the 12% Senior Subordinated
Notes due 2006 issued by Goss under the Indenture, dated
October 15, 1996, between Goss and HSBC Bank USA, as successor
trustee will be issued the Subordinated Notes and an aggregate of
3,136,250 shares of Class B common stock of the company in
exchange for their old notes. On September 9, 1999, the debtor
companies filed with the United States Bankruptcy Court
for the District of Delaware a Second Amended Disclosure
Statement which was distributed to holders of claims against or
interests in the debtors for the purpose of soliciting their
votes for the acceptance or rejection of the Plan of
Reorganization. At hearings held on October 19, 1999 and
November 2, 1999, the Bankruptcy Court approved the Plan of
Reorganization. A copy of the Disclosure Statement, with the Plan
of Reorganization may be viewed at http://www.sec.gov/cgi-
bin/srch/edgar?0000912057-99-003698 on the Internet, free of
charge.

The company's Subordinated Notes are to be issued under an
indenture between the company and HSBC Bank USA, as trustee.

Upon the Plan of Reorganization becoming effective the
relationships among the company and all of its affiliates will be
as follows:

The voting securities of the company will be held as to 65.14% by
Stonington Partners, Inc. (Delaware) and as to 3.5% by Rockwell
International Corporation (Delaware). The balance of the voting
securities of the company, 31.26%, will comprise the Class B
common stock of the company and will be held by the holders of
the old notes.

The company will hold 100% of the voting securities of Goss
Graphic Systems, Inc. (Delaware).  Goss Graphic Systems, Inc.
(Delaware) will hold 100% of the voting securities of each of:

(a) Goss Graphic Systems Australasia Pty. Ltd                   
(Australia);
(b) Goss Graphic Systems Japan Corporation (Japan);
(c) Goss Systems Graphiques Nantes S. A.  (France);
(d) Goss Graphic Systems Ltd (UK); and
(e) Goss Realty LLC (Delaware).

Goss Graphic Systems, Inc. (Delaware) will hold 60% of the voting
securities in a joint venture company, Shanghai Goss Graphic
Systems Co., Ltd. (China).


GREATER SOUTHEAST: Judge Teel Approves Sale
-------------------------------------------
After days of intensive negotiations, Bankruptcy Judge S. Martin
Teel Jr. Saturday approved the sale of Greater Southeast
Community Hospital in Washington to Doctors Community
Healthcare Corp. of Scottsdale, Ariz., for $22.5 million,
according to a newswire report.  Doctors Community will also make
available $3.5 million in operating capital to help run the
hospital until the transaction is completed late next month. The
hospital, with $70 million in debt to creditors, filed for
bankruptcy protection early this year; Judge Teel had given
hospital officials a deadline to find a buyer or he would order
the hospital be liquidated. (ABI 15-Nov-99)


HURRICANE HYDROCARBONS: CCAA Extension Granted
----------------------------------------------
Hurricane Hydrocarbons Ltd. announces on November 10, 1999 that
upon the application of Hurricane and its subsidiary, Hurricane
Overseas Services Inc., the Alberta Court of Queen's Bench today
has extended the protection of its original Companies' Creditors
Arrangement Act order to December 20, 1999. All other
applications submitted to the Court were adjourned to the same
date.

The Court further instructed Deloitte & Touche Inc., the Court
appointed monitor, to continue acting in its role as facilitator
in discussions between Hurricane and its stakeholders.

Hurricane's shares are traded on the Alberta and Toronto Stock
Exchanges under the symbol HHL.A and on the National Quotation
Bulletin (NQB) under the symbol HHLFQ. The company's website can
be accessed at www.hurricane-hhl.com.

  
ICO GLOBAL: Financing led by McCaw, Teledesic & Eagle River
-----------------------------------------------------------
ICO Global Communications, the global mobile communications
company, announced that the US Bankruptcy Court in Wilmington,
Delaware, together with courts in Bermuda and the Cayman Islands,
approved $150 million in interim debtor-in-possession financing
led by Craig O. McCaw and his affiliated companies Teledesic LLC
and Eagle River Investments LLC.

ICO filed for Chapter 11 bankruptcy protection on August 27,
1999, together with seeking protection in Bermuda and the Cayman
Islands.

The court granted interim approval of the debtor-in-possession
financing after also hearing a competing bid that was submitted
late last week.

Mr. McCaw, Teledesic and Eagle River had agreed with ICO on
October 31 to lead a group of international investors to provide
up to $1.2 billion in new financing to ICO, subject to, among
other things, confirmation and consummation of a reorganization
plan.

The company will seek final approval from the court on December
3, 1999, for the balance of the first tranche of $225 million,
together with the second tranche of $275 million.

ICO Chief Executive Officer Richard Greco expressed his
satisfaction at the progress towards completion of ICO's
financing needs. "Approval by the court of $150 million in
financing represents a very important step forward for us. I am
very pleased that we have been able to maintain our momentum in
the efforts to restructure the company and press forward towards
commercial implementation."

The funds will be used to continue the buildout of ICO's
integrated space and ground network.

ICO Global Communications (Nasdaq: ICOFQ) was established in
January 1995 as a private company to provide global mobile
personal communications services by satellite, including digital
voice, data, facsimile, high-penetration notification, and
messaging services. ICO Global Communications was listed on
Nasdaq in July 1998. The stock was suspended from trading when
the company filed for Chapter 11 protection on August 27, 1999.

Craig McCaw is chairman of Teledesic LLC, which is building a
global broadband Internet-in-the-Sky satellite communications
network. Mr. McCaw and Microsoft founder Bill Gates are the
company's two primary founding investors. Strategic investors
also include Motorola, Saudi Prince Alwaleed Bin Talal and
The Boeing Company. Teledesic (pronounced "tel-eh-DEH-sic") is a
private company based in Bellevue, Washington, a suburb of
Seattle.


LL KNICKERBOCKER: Reports Third Quarter And Nine Months Results
---------------------------------------------------------------
The L. L. Knickerbocker Co., Inc. (OTC Bulletin Board: KNIC)
announced results of operations for the third quarter and nine
months ended September 30, 1999.

Revenues for the third quarter of fiscal 1999 decreased to
$9,344,000, as compared to $15,769,000 for the corresponding
quarter in 1998. Net loss for the quarter was $1,191,000 ($
.03 per diluted share), as compared to $1,690,000 ($.09 per
diluted share) in 1998.  

Revenues for the first nine months of fiscal 1999 were
$32,196,000, with a net loss of $4,556,000 ($.15 per diluted
share), as compared to revenues of $40,685,000, with a net loss
of $6,946,000 ($.36 per diluted share), for the corresponding
nine months in 1998.  

The L. L. Knickerbocker Co., Inc. sells collectible gifts and
toy-related merchandise, primarily porcelain and vinyl dolls and
teddy bears.  


LOT$OFF: Files Petition for Writ of Certiorari
----------------------------------------------
LOT$OFF Corp., San Antonio, Texas, announced Friday that it has
filed a petition requesting that a writ of certiorari be issued
by the Supreme Court of the United States to review the opinion
of the U.S. Court of Appeals for the Fifth Circuit issued on July
1, 1999 in its case involving Chase Manhattan Bank, according to
a newswire report. The Fifth Circuit upheld and vacated in part
the awards previously obtained by the company after a five-week
jury trial in district court. The jury awarded LOT$OFF actual and
punitive damages against Chase. While the Fifth Circuit affirmed
the award of $12,975,000 for actual damages, it vacated the
jury's punitive damaged award of $138 million, stating that while
Chase had converted the company's stock, the evidence was legally
insufficient to support the jury's finding of malice or
recklessness.

LOT$OFF argues in its petition that the jury award cannot be
reviewed for sufficiency because Chase did not, before submission
to the jury, ask the trial court to grant judgement based on
sufficiency of the evidence to support an award of punitive
damages as required by Federal Rule of Civil Procedure 50(a) and
the Seventh Amendment to the U.S. Constitution. LOT$OFF
announced on Jan. 21 that it was in the best interests of
stockholders and creditors to sell the retail assets. LOT$OFF
said it will file under chapter 7 to have a trustee liquidate the
company if the petition for the writ of certiorari is denied.
(ABI 15-Nov-99)


NATIONAL ENERGY: Bankruptcy Court Enters Orders
-----------------------------------------------
On August 4, 1999, the Bankruptcy Court entered an order that
provided that if the Court approves the sale of National Energy
Group's assets or if the creditors committee proposes a plan of
reorganization following such a sale, then the Arnos credit
facility shall be paid in full, from the sales proceeds, the
amount outstanding under the secured loan, including any unpaid
interest. If no sale of the company's assets is approved and an
internal reorganization of the company's debt structure is
approved, the creditors committee may propose any treatment of
the Arnos credit facility allowed by law, and Arnos shall
retain its right to oppose any such treatment. The order also
provided for the immediate payment to Arnos for all monthly
interest on its secured claim at the contractual non-default
rate, retroactive to December 4, 1998. Pursuant to this order,
the company paid approximately $1.4 million in interest to Arnos
on August 10, 1999 and has paid monthly interest due subsequent
to August 10, 1999.

On August 4, 1999, the company and the Committee appeared before
the Bankruptcy Court and announced agreement on the process for
marketing the company and/or its assets. The Court entered an
order which provided that the company and the Committee would
employ CIBC to solicit bids for sale of the company and/or its
assets. The company is to assist CIBC in assembling a data room
for potential bidders to view information regarding the
company's assets.  CIBC will market the company's assets in
accord with procedures approved by the company, the Committee and
the Court. The marketing process was to culminate in an auction
to be conducted by the Bankruptcy Court on November 1, 1999. The
Committee was to have the sole right to select the highest and
best bid and only the Committee's selected bid will be presented
to the Court for approval.  Alternatively, the Committee, at its
discretion, may reject all bids.

The Court also extended the company's period of exclusivity (the
statutory period during which only the company may file a plan of
reorganization) through the marketing process and auction of the
company's assets. During this period of exclusivity, the company
has agreed not to file a plan of reorganization. If a proposal to
purchase the company's assets is selected by the Committee and
approved by the Court, then either the Committee or the company
may propose a plan of reorganization. If the Committee rejects
all bids, or if the Court does not approve a sale of the
company's assets, then the company may file a plan or
reorganization and the Committee may seek to terminate
exclusivity and file a plan of reorganization. However, if the
Committee requests a hearing to terminate exclusivity, the
company has agreed not to file a plan of reorganization prior to
the Court's ruling on the Committee's motion.

In addition, the Court approved the retention of Netherland,
Sewell & Associates, Inc. to (i) complete its reserve evaluation
of the company's oil and natural gas properties as of December
31, 1998, (ii) update the reserve evaluation as of July 1, 1999
and (iii) provide assistance to the company, CIBC and prospective
buyers during the marketing process. On July 9, 1999, the Court
approved Neligan & Averch, L.L.P., as bankruptcy counsel for the
company.

Pursuant to an agreed order between the company and the
Committee, the Court entered an order on September 7, 1999
approving a severance program for the company's employees which
provides for certain payments in the event of a closing of the
sale of substantially all the company's assets or confirmation of
a plan of reorganization; provided such employee is not
terminated for cause or does not voluntarily resign prior to such
event. The order also provides that Mr. Alexander, CEO, and Mr.
Devlin, Vice President and General Counsel, shall not be entitled
to any such payments until the earlier of (i) confirmation
of a plan of reorganization, (ii) conversion to a Chapter 7
proceeding, or (iii) termination by a trustee. Payments under
this program could be approximately $2 million if both the stay
bonus and severance portions are paid in full.


NATIONAL ENERGY: Reports Third Quarter Results
----------------------------------------------
National Energy Group, Inc. (OTC Bulletin Board: NEGXQ) today
announces results for the third quarter ended September 30, 1999.

For the Three Months Ended September 30, 1999, revenues for the
three months ended September 30, 1999 were $11.2 million,
up 30% from $8.6 million in 1998, due principally to the increase
in oil prices from 1998.  

The decline in gas production is primarily due to natural decline
as well as flush production during the third quarter of 1998 at
the Company's East Texas and Arkoma properties since the Company
had limited activities in these areas during 1999.

The Company reported net income for the three months ended
September 30, 1999 of $3.2 million, or $.08 per share compared
with a net loss of $43.6 million, or $1.08 per share for 1998.  

The results for the third quarter of 1999 include net
reorganization costs of approximately $.5 million related to the
Chapter 11 proceeding.  

The loss for 1998 includes a noncash write-down of the Company's
oil and natural gas properties of $38.7 million in accordance
with the full cost method of accounting.  This write-down
resulted primarily from the decline in commodity prices and
reserve revisions. Excluding these items, the Company would have
reported net income of $3.7 million ($.09 per share) for the
third quarter of 1999 compared with a net loss of $4.9 million
($.12 per share) for 1998.

The Company's cash flow from operations before changes in working
capital for the three months ended September 30, 1999 increased
to $7.2 million, compared to $0.0 million from the same period in
1998.  Cash flow per share for the three months ended September
30, 1999 was $.15 per share, compared to $.00 per share in 1998.

For the Nine Months Ended September 30, 1999, revenues for the
nine months ended September 30, 1999 totaled $27.8 million,
a decrease of 6% from $29.6 million in 1998.

The Company reported net income for the nine months ended
September 30, 1999 of $3.3 million, ($.08 per share), compared
with a net loss of $101.6 million ($2.52 per share) for 1998.  

The results for 1999 include net reorganization costs of $1.4
million related to the Chapter 11 proceeding. The loss for 1998
includes noncash write-downs of the Company's oil and natural gas
properties aggregating $90.0 million in accordance with the full
cost method of accounting.  

These write-downs resulted primarily from reserve revisions and
the decline in commodity prices during 1998.  The results for
1998 also include a non-recurring charge of approximately $.9
million for severance and related costs resulting from the
Company's restructuring of its management team.  Excluding these
items, the Company would have reported net income of $4.7 million
($.12 per share) for the nine months ended September 30, 1999
compared to a net loss of $10.8 million ($.27 per share) for the
same period in 1998.

The Company's cash flow from operations before changes in working
capital for the nine months ended September 30, 1999 increased to
$15.9 million from $ 5.5 million from the same period in 1998.  
Cash flow per share for the period was $.32 per share as compared
to $.11 per share for the same period in 1998.

At September 30, 1999, the Company was in violation of certain
covenants under its secured credit facility.  In addition, due to
the non-payment of interest due December 2, 1998, the Company's
Senior Notes were also in default at September 30, 1999.

On December 4, 1998, certain of the holders of the Senior Notes
of National Energy Group, Inc. (the "Company") filed an
Involuntary Petition for an Order for Relief under Chapter 11 of
Title 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas,
Dallas Division, due to non-payment of interest due December 2,
1998, after expiration of a 30-day grace period.

The Bankruptcy Court denied the Company's Motion to Dismiss the
Involuntary Petition and entered an Order for Relief on February
11, 1999.  The Order for Relief placed the Company in bankruptcy
under the protection of the Court.  As a result of the Chapter 11
proceeding, the Company discontinued the accrual of interest on
the unsecured Senior Notes and discontinued the accrual of
dividends on the unsecured preferred stock. Approximately $13.3
million additional interest expense would have been recognized by
the Company for the first nine months of 1999 if not for the
discontinuation of the interest accrual on the Senior Notes.

Pursuant to negotiations between the Company and the Official
Creditors Committee ("Committee"), a process for marketing the
Company and/or its assets was established.

Pursuant to bid procedures established by an Order dated October
18, 1999, an auction was conducted by CIBC in the Bankruptcy
Court on November 1, 1999.  As a result, substantially all of the
Company's oil and gas assets were sold to Arnos Corporation for
$96.25 million.  Excluded from the sale were certain of the
Company's properties located at Mustang Island, Texas and St.
Martin Parish, Louisiana, which are expected to be retained by
the Company and sold or otherwise liquidated at a later date.  
The Company previously reported that Arnos Corporation, an
affiliate of High River Limited Partnership which is the
record owner of the Company's Series D Preferred Stock, had
acquired the Company's $25 million in secured debt from Bank One
Texas N.A. in December 1998.  

The sale is subject to the execution and delivery of a definitive
Purchase and Sale Agreement and certain orders of the Bankruptcy
Court pursuant to Sections 363(f) and 356 of the United States
Bankruptcy Code.

National Energy Group, Inc. is a Dallas, Texas based independent
oil and gas exploration and production company.  The Company's
principal properties are located onshore in Texas, Louisiana,
Oklahoma, and offshore in the Gulf of Mexico.


NEXTWAVE: Battle For PCL Licenses Being Watched Closely
-------------------------------------------------------
The High Yield Report states on November 15, 1999 that high yield
investors are keeping close tabs on the battle for PCS licenses
between Nextel Communications and NextWave Personal
Communications.

Not only might the outcome parlay into billions of dollars of
future financing, but it also could change the way the high yield
market looks at wireless licenses as collateral, according to one
telecom analyst.

A decision is several weeks away, but at stake is a block of PCS
licenses auctioned off by the Federal Communications Commission
representing 110 million subscribers.

"Who owns them is the issue currently in contention," said one
source familiar with the situation. "The FCC believes they, or
rather the people, own the spectrum, and they're just licensing
it. Everyone has a hand in it."

PCS and cellular, the two primary wireless communications
systems, require government licenses for companies to operate in
specific markets. In the event of bankruptcy, spectrum licenses
are sometimes viewed as valuable assets that can potentially be
used as collateral.

Gary Jacobi, telecom analyst at Deutsche Banc Alex. Brown, said
the Nextel-NextWave dispute raises the question of what those
licenses are worth and whether the bankruptcy courts can place a
new value on them.

In May 1996, NextWave won the right to apply for those licenses
by bidding $ 4.7 billion. About a year after winning the bid,
after NextWave had already paid out nearly half a billion dollars
to hold the licenses, the market for radio spectrum collapsed.
Eight of the bidders at the C-block auction filed for bankruptcy.
NextWave Personal Communications filed for Chapter 11 bankruptcy
in June 1998, and its parent, NextWave Telecom, followed suit six
months later.

NextWave argued that it should pay only the fair market value at
the time, instead of the previous year's value - before the
market plummeted. The court agreed to value the spectrum at
slightly over $1 billion.

Armed with $700 million in new equity from investors, NextWave
said it could soon emerge from bankruptcy with an improved
business plan, and reclaim the spectrum at the price set by the
court. (Though the spectrum wasn't worth as much, NextWave felt
it still had value.)

The announcement drew fire from the FCC, which claimed the courts
had no right to set new values for assets the FCC had auctioned
off. The FCC then appealed the court's decision and attempted to
get legislation passed through Congress to reclaim the licenses.

Meanwhile, Nextel has reportedly offered up to $6 billion for the
spectrum. Other sources report Nextel has offered only $2.1
billion for the licenses.  Nextel has raised $9.8 billion of
capital this month, including a $2 billion high yield offering
two weeks ago. While the debt is to be used primarily for
refinancing, the remaining cash is to be used for capital
expenditures on the domestic and international front, as well as
for potential acquisitions.

One company source suggested Nextel was over-funded rather
dramatically and, consequently, has the latitude for various
projects, although the source would not elaborate.


OMEGA HEALTHCARE: Announces Approval of Sun Property Agreement
--------------------------------------------------------------
Omega Healthcare Investors Inc. announced Friday that the
Bankruptcy Court for the District of Delaware has approved the
comprehensive property agreement between it and Sun Healthcare
Group, which was previously announced on Oct. 14, according to a
newswire report. Per the agreement, Sun will affirm the leases of
50 facilities representing an investment of $219 million,
and Omega will take back four facilities. Omega COO F. Scott
Kellman said, "The entry of the bankruptcy court's order at this
early state of Sun's bankruptcy proceeding without objection
underscores the importance of the company's [Omega's] facilities
to a successful reorganization of Sun..." (ABI 15-Nov-99)


OPTEL: Announces Unaudited Financial Results For Fourth Quarter
---------------------------------------------------------------
OpTel, Inc ("OpTel")announced its unaudited financial results for
the fourth quarter and the twelve months of the fiscal year ended
August 31, 1999 ("fiscal 1999").  Results are subject to
potential audit adjustments, including those that may arise as a
result of the recent voluntary Chapter 11 filing by the company.  
Total revenues for the twelve months ended August 31, 1999 rose
to $86 million; a 32% growth over the comparable twelve-month
period of fiscal 1998.  Total revenues for the fourth quarter
climbed to $22.8 million, a 14% growth over fourth quarter of
fiscal 1998.

Telephony fourth quarter revenues increased by 132% over the
fourth quarter of fiscal 1998, and full year revenues of $8
million more than doubled those of fiscal 1998.  Cable television
fourth quarter revenues increased 6% year over year, and full
fiscal year revenues increased 28% over fiscal 1998.

On October 28, 1999 OpTel, and certain of its affiliates and
subsidiaries, filed for protection under Chapter 11 of the US
bankruptcy laws.  The filing allows the Company to operate its
businesses in the normal fashion under court protection while it
continues discussions with representatives of certain major
creditors and others on a restructuring plan.

OpTel is a leading network based provider of integrated
communications services, including local and long distance
telephone, cable television and high speed Internet access
services in the United States.  The Company currently provides
cable television and telecommunications services in a number of
metropolitan areas including Los Angeles, San Diego, San
Francisco, Phoenix, Denver, Houston, Dallas-Fort Worth, Chicago,
Indianapolis, Atlanta, Miami-Ft. Lauderdale and Orlando-Tampa.  
OpTel is majority owned by Le Groupe Videotron Ltee, owner of the
second largest cable television operator in Canada.

Total revenues.  Total revenues for the fourth quarter of fiscal
1999 increased by $2.8 million, or 14%, to $22.8 million compared
to revenues of $20 million for the fourth quarter of fiscal 1998.  
Total revenues for the fiscal year 1999 increased by $20.9
million, or 32%, to $86 million from $65 million in 1998.

The Company's EBITDA (earnings before interest, income taxes, and
depreciation and amortization) for the fourth quarter of fiscal
1999 was negative $4.1 million compared to positive $0.6 million
for the fourth quarter of fiscal 1998.  EBITDA for fiscal 1999
was a negative $12.6 million as opposed to a positive $0.3
million in 1998.  EBITDA is not intended to represent cash
flow from operations or an alternative to net loss, each as
defined by generally accepted accounting principles.

Depreciation and Amortization.  Depreciation and amortization of
$10 million for the fourth quarter of fiscal 1999 remained
essentially flat with fiscal 1998.

Interest expense (net of amounts capitalized) was $12
million for the fourth quarter of fiscal 1999, a $2 million
increase from interest expense of $10 million for the fourth
quarter of fiscal 1998.  This increase is attributable to higher
debt levels and higher interest rates on the 11 1/2% Senior Notes
than the bank facility they replaced.

During fiscal 1999, the Company incurred $113 million in capital
expenditures compared to $129 million for fiscal 1998 (including
intangible assets and acquisition of businesses).


PAGENET: Records Weakened Quarter
---------------------------------
The Dallas Morning News reports on November 10, 1999 that    
Addison-based Paging Network Inc. reported weakened third-quarter
results in almost every financial and operating category Tuesday,
one day after it announced a $ 1.4 billion deal to merge into
Arch Communications Group.

PageNet, the nation's largest paging company, lost 462,000
subscribers, reducing its total count to just over 9 million.  
The company said two-thirds of the loss stemmed from weakness in
its reseller distribution channel, partly because a major
reseller went bankrupt. PageNet said it expects to lose
subscribers again in the fourth quarter.

Revenue declined to $ 231 million from $ 246.8 million a year
ago. The company's net loss widened to $ 49.5 million (48 cents a
share) from $ 16.4 million (16 cents).

PageNet said it is in compliance with its debt agreements, though
it reaches compliance by using accounting methods that investment
analysts say are unusual. The company had $ 50 million in cash as
of Friday, and it says that is sufficient to meet its needs into
the first quarter.

But the company may need to file a reorganization plan in Chapter
11 bankruptcy court to complete its merger with Westborough,
Mass.-based Arch.

Nearly all of the investors who hold $ 1.2 billion in bonds must
agree to convert their debt into equity in the merged company to
conclude the transaction outside bankruptcy.

PageNet shares fell 22 cents to 81 cents. Arch shares fell 19
cents to $ 6.


PHILIP SERVICES: Turnaround Firm Finds CEO
------------------------------------------
The Houston Chronicle reports on November 11, 1999 that the
executive search firm Russell Reynolds Associates was hired to
find a new chief executive officer for Phillip Services of
Hamilton, Ontario.

Phillip has two businesses, environmental services and scrap
metal recycling. Neither is glamorous. The environmental services
means cleaning up the worst kind of gunk generated by companies
like Exxon's refineries and Chrysler's auto paint facilities. And
while it's a large scrap metal recycler, that business is hostage
to day-to-day prices in the metals business that fluctuate --
sometimes wildly.

Phillip also was in dire financial straits. Its debt securities
had been purchased by three investment funds at a substantial
discount. These groups -- aptly nicknamed vulture funds -- had
forced it into bankruptcy in June.  Most of the board of
directors and the CEO were gone.

The vulture funds were gambling they could turn around the
company. If they did, they could then operate it -- or more
likely sell it -- whole or piecemeal, or take it public and make
a substantial profit.

But Phillip's growth strategy of buying companies in the
environmental services business -- like two Houston ones,
Allwaste and Serv-Tech -- added to the financial troubles.

That consolidation strategy made business sense. Many of their
customers were large, multinational corporations. An
environmental services company able to handle most or all of
their business had a leg up on getting a contract.

The downside was Phillip had purchased many of those companies
with its stock. The people who had sold these operations, many of
whom were still running them, were obviously unhappy about seeing
that stock's value largely disappearing in the bankruptcy.

And it doesn't take a lot of money to get into the environmental
services.  So the new CEO had to placate them while getting
Phillip back in fighting trim. Still Phillip's problems weren't
in the field, but at headquarters where they had failed to
successfully integrate acquisitions.

And one other thing. Phillip needed its new chief executive as
soon as possible. There simply was no time for casting a wide
net.

And whoever was hired needed a great deal of charisma to keep
restive employees aboard and committed to working out their
problems, Newton added.

On Aug. 26, Phillip hired Anthony G. Fernandes as their new CEO,
with a middle-six-figure salary and a substantial equity
position.

Fernandes was an executive vice president and member of the board
of directors of Atlantic Richfield Co. in Los Angeles and ran
their refining and marketing, chemical, coal, pipeline, power and
aluminum operations. But Arco was being bought by BP Amoco.
Fernandes had already announced he was leaving.


SUN HEALTHCARE: Court Approves Property Agreement With Omega
--------------------------------------------------------------
Omega Healthcare Investors Inc. (the "Company") announced that
the federal Bankruptcy Court in Wilmington, Del., has entered an
order approving the comprehensive property agreement between the
Company and Sun Healthcare Group Inc. ("Sun") previously
announced by the Company on Oct. 14, 1999.

Pursuant to the comprehensive property agreement, Sun will affirm
the leases of 50 facilities representing an investment of $219
million and annual rental revenues of $23.2 million, and the
Company will take back four facilities. Of those four facilities,
one is the subject of a letter of intent for lease of the
facility by a new operator on substantially the same economic
terms as the Sun lease of that facility. The Company is in active
negotiations with other operators for the remaining three
facilities, the rental income from which is less than 1.5 percent
of total revenues.

F. Scott Kellman, chief operating officer, stated: "The entry of
the Bankruptcy Court's order at this early stage of Sun's
bankruptcy proceeding without objection underscores the
importance of the Company's facilities to a successful
reorganization of Sun and validates the Company's decision to
seek an expedited resolution of its issues with Sun."

Essel W. Bailey Jr., president, commented: "We believe that entry
of the order brings closure to the process with Sun and permits
Sun to focus on taking care of the frail elderly in the nursing
homes that we own. We believe that Sun will be able to continue
to do that profitably as a result of their restructuring. Our
decision to seek and expedite a confirmation of these master
leases will free up senior managers to take advantage of other
opportunities and to deal with challenges in the industry."

Omega is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. As of Sept.
30, 1999, its investments include 259 healthcare and assisted
living facilities with more than 27,000 beds located in 30 states
and operated by 29 independent healthcare operating companies.


WASTEMASTERS: Negotiating To Sell Controlling Interest
------------------------------------------------------
Wastemasters Inc. presently indicates that it's objective is to
grow by expanding its services in markets where it can operate
profitably as a solid waste services company. Consequently, the
company might experience periods of rapid growth. Such growth, if
it were to occur, could place a significant strain on
thecompany's management and on its operational, financial and
other resources. Any failure to expand its operational and
financial systems and controls or to recruit appropriate
personnel in an efficient manner at a pace consistent with such
growth would have a material adverse effect on the company's
business, financial condition and results of operations.

Wastemasters, under prior management, historically was not able
to manage properly the companies it acquired, resulting in
significant losses from operations.  The company says it's
strategy now envisions that a substantial part of its future
growth will come from acquiring and integrating independent solid
waste collection, transfer and disposal operations. There is no
assurance that the company will be able to identify
suitable acquisition candidates and, once identified, to
negotiate successfully their acquisition at a price or on terms
and conditions favorable to the company, or to integrate the
operations of such acquired businesses with the company. In
addition, the company competes for acquisition candidates with
other entities which have greater financial resources than
Wastemasters. Failure by the company to implement successfully
its acquisition strategy would limit the company's growth
potential.

The consolidation and integration activity in the solid waste
industry in recent years, as well as the difficulties,
uncertainties and expenses relating to the development and
permitting of solid waste landfills and transfer stations, has
increased competition for the acquisition of existing solid waste
collection, transfer and disposal operations. Increased
competition for acquisition candidates may result in fewer
acquisition opportunities being made available to Wastemasters as
well as less advantageous acquisition terms, including increased
purchase prices. The company also believes that a significant
factor in its ability to consummate acquisitions will be the
relative attractiveness of shares of the company's common stock
as consideration for potential acquisition candidates. This
attractiveness may, in large part, be dependent upon the relative
market price and capital appreciation prospects of the company's
common stock compared to the equity securities of the company's
competitors. If the market price of Wastemasters' common stock
were to decline, the company's acquisition program could be
materially adversely affected.

Wastemasters anticipates that any future business acquisitions
will be financed through cash from operations, borrowings, the
issuance of shares of the company's common stock and/or seller
financing. If acquisition candidates are unwilling to accept, or
the company is unwilling to issue, shares of the company's common
stock as part of the consideration for such acquisitions, the
company would be required to utilize more of its available cash
resources or potential borrowings in order to effect such
acquisitions. To the extent that cash from operations or
borrowings is insufficient to fund such requirements, the company
will require additional equity and/or debt financing in order to
provide the cash to effect such acquisitions.  Additionally,
growth through the development or acquisition of new landfills,
transfer stations or other facilities, as well as the ongoing
maintenance of such landfills, transfer stations or other
facilities, will require substantial capital expenditures. There
can be no assurance that Wastemasters will have sufficient
existing capital resources or will be able to raise sufficient
additional capital resources on terms satisfactory to the
company, if at all, in order to meet any or all of the foregoing
capital requirements.  In order to satisfy the liquidity needs of
the company for the following twelve months, the company will be
primarily dependent upon proceeds from the sale of the company's
capital stock. Historically, revenues from the existing
operations have not been adequate to fund the operations of the
company. If the company is unable to obtain adequate funds from
the sale of its stock in public offerings, private placements or
alternative financing arrangements, it may be necessary to
postpone any additional acquisitions and continue to consolidate
the operations of the acquisitions already completed and use cash
flow for internal growth. According to the company due to
potential political, legal, bureaucratic, and other factors,
there can be no assurance that it will be able to accomplish any
of its goals within a reasonable period.

Revenues for the three months ended June 30, 1999 were $59,315 as
compared to $3,960,635 for the three months ended June 30, 1998.
The dramatic decrease in revenue is the result of the sale of
five subsidiaries and a landfill to Global on March 30, 1998,
many of which were operated during the second quarter of 1998,
the cessation of operations in Florida in the first quarter of
1999, and the cessation of operations at Sales Equipment
Co., Inc. in the second quarter of 1999. Cost of revenues
decreased from $4,125,998 to $850 as a result of a significantly
lower level of operations due to the aforementioned dispositions.
Selling, general and administrative expenses decreased during the
second quarter of 1999 as compared to the second quarter of 1998
from $1,119,002 to $1,114,858 as a result of lower
overhead expenses incurred in connection with the significantly
lower level of operations during the period, which was offset
somewhat by additional expenses incurred as a result of the
settlement of litigation claims against the company through the
issuance of common stock. The company's net loss decreased during
the second quarter of 1999 as compared to the second quarter of
1998 from $2,404,431 to $1,105,900 as a result of the
aforementioned factors.

Because Wastemasters lacks active operations, the company does
not have any cash to satisfy routine administrative obligations.
Consequently, it is currently dependent on the issuance of its
common stock for managerial and legal services, and depends on
short term loans from third parties, including its officers and
directors, for the funds to satisfy miscellaneous expenses. For
the foreseeable future, the company expects that it will be
required to acquire necessary administrative services and
satisfy its indebtedness by issuing shares of its common stock.
However, the company has identified a number of operating
entities which it believes it can acquire in the event it is able
to reduce its litigation claims to an immaterial amount. In
addition, the company is in negotiations to sell a controlling
interest in the company for equity capital. Any such agreement
will be subject to the negotiation and execution of a definitive
agreement, the completion of due diligence by the investor, and
the company's reaching agreements to settle substantially all of
the litigation claims against the company at a substantial
discount to the amount claimed.

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

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

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

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

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

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

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

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

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

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


                     *********

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

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

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


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