TCR_Public/991118.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 18, 1999, Vol. 3, No. 224
                     
                     Headlines


AAMES FINANCIAL: Joins LendingTree With Online Loan Offers
AMPACE CORP: Order Approves Fourth Amended Disclosure Statement
BUILDERS TRANSPORT: T. Rowe Price No Longer Holding Shares
CRAGAR INDUSTRIES: Michael R. Miller Named President
CROWN PAPER: Year-To-Date Revenues Down, Losses Up

FIELD'S AIRCRAFT: Files Voluntary Petition in Chapter 11
FILENE'S BASEMENT: Order Extends Time To Assume/Reject Leases
FWT, INC: Noteholders Committee Objects To Disclosure Statement
GENESIS DIRECT: Consent Order Sets Bar Date
HARNISCHFEGER: Jeffrey T. Grade's Motion for $5.7 MillionHVIDE

MARINE: John Blankley Sells At $ 0.25/Share
MCGINNIS PARTNERS: Joint Plan of Reorganization
PAGING NETWORK: Strong Capital Holds 3.7% Of Common Stock
PARAGON TRADE BRANDS: Best Auction Bid Made By Wellspring
PLUMA INC: Seeks Authorization of Sale of Real Property

PURINA MILLS: Gets Final Approval of $50 Million DIP Credit Pact
RAND ENERGY: Confirmation of Final Joint Plan of Reorganization
RAYTECH CORP: Announces Third Quarter Results
RUSSIA VALUE FUND, LP: Approval of Disclosure Statement
SHOE CORP: Seeks Extension To Assume/Reject Leases

SOURCEONE WIRELESS: Seeks Extension To Assume/Reject Leases
STUART ENTERTAINMENT: Committee Taps Adelman Lavine
SUN HEALTHCARE: Committee Taps Otterbourg, Steindler
TALK AMERICA: Plan of Reorganization
TERRA INDUSTRIES: Reports $67 Million Loss Year-To-Date

TOKHEIM: Babson & Company No Longer Holding Shares
VENCOR: Motion To Sell Kingfish Headquarters Development Site
WESTSTAR CINEMAS: Final Order Authorizing Post-Petition Financing
WILLCOX & GIBBS: Files Revised Plan of Reorganization
ZENITH: Reports Improved Third Quarter Results

                     *********

AAMES FINANCIAL: Joins LendingTree With Online Loan Offers
----------------------------------------------------------
Aames Financial Corporation will provide mortgages and home
equity loan offers online via the LendingTree Network at
WWW.LENDINGTREE.COM. LendingTree is the online loan marketplace
that connects consumers seeking loans to a network of lenders who
compete for their business for a variety of loan types including
home mortgage, home equity, automobile financing, personal loans
and credit cards

"Lending Tree continues to experience incredible growth in the
demand for mortgages and debt consolidation home equity
loans,"said Doug Lebda, CEO and founder of LendingTree. "Aames'
commitment to consumers with sub-prime credit affords all types
of consumers shopping for loans on our site with the opportunity
to receive and compare multiple loan offers, regardless of
credit history."

Aames CEO, Jay Meyerson said, "We are very pleased to begin our
strategic relationship with LendingTree. Today, more and more of
our target consumers are taking advantage of the shopping
opportunities available on the internet and its important for
Aames to be among the lenders who vie for that business. By
partnering with LendingTree we are taking the first step
in our commitment to building an on-line origination platform for
Aames."

"Joining the LendingTree network enables Aames Home Loan to offer
loan products online to consumers throughout the country," said
Celinda Moore, Senior Vice President and Director of the
company's Retail Internet Lending Group. "Aames is unique among
on-line lenders both in having operated a central customer
service center for 14 years and in having access to more
than 100 retail offices nationwide which creates multiple ways to
interact with our customers."

According to Aames, LendingTree's online loan marketplace
provides consumers with an unprecedented level of control,
convenience and choice via a simple online loan form that once
submitted can result in multiple loan offers.  Consumers receive
offers from as many as four lenders who compete for their
business.

Aames Home Loan is a member of the Aames Financial Corporation
group of companies, headquartered in Los Angeles. The company
offers mortgages and debt consolidation equity loans to borrowers
who don't meet conventional guidelines. Founded in 1954, the
company currently has 102 retail branches and 44 broker offices
serving consumers across the country.

LendingTree, Inc. is the online loan marketplace that connects
consumers with a network of lenders who compete for their
business. Loan types include mortgage, home equity, personal,
auto and credit cards. Founded by Doug Lebda in 1996 and based in
Charlotte, N.C., LendingTree is led by veterans in the banking,
financial services and information technology industries.
LendingTree has strategic relationships with priceline.com,
Bloomberg.com and AutobyTel and currently has more than 10,000
affiliate Web sites. LendingTree is an equal opportunity
provider.


AMPACE CORP: Order Approves Fourth Amended Disclosure Statement
---------------------------------------------------------------
A Disclosure Statement filed by Ampace Corporation and Ampace
Freightlines, Inc. and the Official Unsecured Creditors'
Committee was approved by the US Bankruptcy Court for the
District of Delaware. December 2, 1999 is fixed for the hearing
on confirmation of the plan to be held at the US Bankruptcy Court
for the District of Delaware, 824 Market Street, Wilmington,
Delaware 19801 at 4:00 PM.

The plan provides for the reorganization of the debtors, the
continued operation of the debtors' Calhoun, Georgia business
operations and the liquidation of all of the non-operating assets
pursuant to an equity infusion through the issuance of new common
stock, the sale of some or all of the assets, the pursuit of
avoidance actions and the collection of outstanding accounts
receivable.  The debtors, creditors' committee and Blackwater
have negotiated terms of a definitive stock purchase agreement.


BUILDERS TRANSPORT: T. Rowe Price No Longer Holding Shares
----------------------------------------------------------
T. Rowe Price Associates, Inc., an investment adviser, and T.
Rowe Price Small-Cap Value Fund, Inc., a Maryland corporation,
have reported that they are no longer holding shares of stock in
Builders Transport Inc.


CRAGAR INDUSTRIES: Michael R. Miller Named President
----------------------------------------------------
CRAGAR Industries, Inc. (OTC Bulletin Board: CRGR) today reported
that its Board of Directors has appointed Michael R. Miller as
CRAGAR's President, effective immediately.  Mr. Miller, who is
also a Director, Chief Operating Officer and Secretary of the
Company, replaces Michael L. Hartzmark, who will continue on as
Chairman of the Board and Chief Executive Officer.1

The Board of Directors stated, "Mike Miller has done a wonderful
job in turning around our company and helping us to achieve the
improved operating results in 1999.  He has also been a major
force in helping to transform and reposition the Company with the
previously announced transactions with WELD RACING, Inc. and
Carlisle Tire & Wheel Co.  We have great confidence that Mike
will do a great job in implementing the next stage of CRAGAR's
plan, which is to develop and implement a strategy to extend
CRAGAR's brand into other automotive products."

CRAGAR Industries, Inc. is an international designer, producer,
and seller of custom wheels and wheel accessories for cars,
trucks, vans, sport utility vehicles, racing vehicles, and
motorcycles.


CROWN PAPER: Year-To-Date Revenues Down, Losses Up
--------------------------------------------------
Crown Paper Co. and subsidiaries is a major producer and marketer
of value-added paper products for a diverse array of end-uses.
The company is a wholly owned subsidiary of Crown Vantage Inc.  
The company operates in two segments: printing and publishing
papers and specialty papers. Printing and publishing papers are
primarily for applications such as special interest magazines,
catalogs, books, custom business forms, corporate
communications and promotions (e.g. annual reports and
stationery) and other graphics applications. Specialty papers are
principally for food and retail packaging applications and
conversion into such items as coffee filters, labels, cups and
plates.

For the three months ended September 26, 1999, net revenue was
$166,329 with net loss of $19,661.  In the first nine months of
1999 the company reports net revenue of $572,376 with resulting
net loss of $61,607.

For comparison, the three-month period ended September 27, 1998
saw net revenue for the company of $211,768 and net loss of
$4,297.  The nine month 1998 period showed net revenue of
$648,987 and net loss of $25,597.


FIELD'S AIRCRAFT: Files Voluntary Petition in Chapter 11
--------------------------------------------------------
Fields Aircraft Spares, Inc. (Nasdaq: FASIQ, formerly Nasdaq:
FASI) announced that the Company and its four subsidiaries have
filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code (United States Bankruptcy Court for the Central
District of California).  The Company said it will promptly file
a proposed plan of reorganization, underscoring its goal of
completing its reorganization and emerging from Chapter 11 as
quickly as possible.  In announcing the Chapter 11 filings, the
Company's management emphasized that such filings will have no
significant impact on operations.

According to Brian Aune, the Company's Chief Financial Officer,
"The Chapter 11 filing will permit the Company to restructure its
bank credit line, as well as provide relief regarding an
unfavorable long-term lease on a facility not necessary for the
Company's current operations, and thereby emerge from the
reorganization as a properly-capitalized company."  The
reorganized company, according to Mr. Aune, will have a financial
structure that will facilitate increased purchases and inventory
stocking levels, thereby enabling customer orders to be filled on
an even more timely basis.

Nasdaq has notified the Company that trading will be halted
pending the continued listing hearing scheduled for December 2,
1999.  The Company's trading symbol has been changed to "FASIQ"
effective November 12, 1999.


FILENE'S BASEMENT: Order Extends Time To Assume/Reject Leases
------------------------------------------------------------
The debtors, Filene's Basement, Inc. and Filene's Basement Corp.
were granted an extension of time in which the debtors may assume
or reject the GOB leases and the operating store leases.  The
debtors are presently conducting going-out-of-business sales at
18 store locations.  The debtors continue to operate
approximately 51 stores.  The time during which the debtors may
assume or reject GOB leases shall be extended to January 20, 2000
or as the sale concludes, if earlier.
The time during which the debtors may assume or reject operating
store leases is extended to January 20, 2000. However, no
rejections shall be effective prior to December 31, 1999.


FWT, INC: Noteholders Committee Objects To Disclosure Statement
---------------------------------------------------------------
The Official Committee of Noteholders of FWT, Inc. objects to the
Disclosure Statement of the debtor because the debtor fails to
provide sufficient disclosure about its history, financial
condition, assets and business operations.  According to the
Committee, the plan violates claim classification requirements
and treats holders of 9-7/8 Senior subordinated notes in Class 3B
differently from the Class 3A unsecured general claims.  The plan
improperly classifies the unsecured claims in a separate class
and treats the Noteholder claims in a discriminatory manner.  The
plan improperly classifies Brocko, Inc's loan as a secured claim.  
The committee also points out discrepancies between the plan and
the Disclosure Statement.


GENESIS DIRECT: Consent Order Sets Bar Date
-------------------------------------------
By Consent Order entered November 4, 1999, the US Bankruptcy
Court for the District of New Jersey established November 30,
1999 as the bar date and final date on which proofs of claim or
interests are to be filed in the case of The Edge Company
Catalog, LLC.


HARNISCHFEGER: Jeffrey T. Grade's Motion for $5.7 Million
---------------------------------------------------------
Jeffrey T. Grade, the Debtors' former Chief Executive Officer,
asserts his entitlement to cash compensation pursuant to (i) a
Termination and Release Agreement dated May 24, 1999; (ii) a
Long-Term Compensation Plan for Key Executives dated December 17,
1998 and (iii) a Supplemental Retirement and Stock Funding Plan
dated December 6, 1998.  Accordingly, Mr. Grade filed a proof of
claim in the Debtors' cases for $5,746,267.

Mr. Grade desires to assign his Claim to a third party, and, in
connection with that assignment, is required to obtain an order
from the Bankruptcy Court allowing his Claim.  By this Motion,
Mr. Grade requests entry of such an order pursuant to 11 U.S.C.
Secs. 105(a) and 502(a).  This Motion, Mr. Grade argues, provides
any creditor or party in interest with the opportunity to object
to his Claim and satisfies the requirement for a hearing on any
such objection as required by Rule 3007 of the Federal Rules of
Bankruptcy Procedure.  Mr. Grade indicates that he consents to a
reduction of the 30-day requirement for notice of any objection
to this Claim.

Leonard P. Goldberger, Esq., of White & Williams LLP in
Philadelphia represents Mr. Grade in the Debtors' chapter 11
cases.  (Harnischfeger Bankruptcy News Issue 15; Bankruptcy
Creditor's Service Inc.)


HVIDE MARINE: John Blankley Sells At $ 0.25/Share
-------------------------------------------------
John H. Blankley of Ft. Lauderdale, Florida has disposed of the
following shares of the common stock of Hvide Marine Inc.: 894
shares sold on April 1, 1999 and 1,000 shares sold on October 8,
1999.  In each instance the shares were sold at $ 0.25 per share.


LEVITZ: Tenth Motion To Extend Exclusivity
------------------------------------------
Without objection, Judge Walrath granted the Debtors' a tenth
extension of their exclusive periods within which to file a plan
of reorganization and solicit acceptances of that plan.  
Specifically, through and including January 31, 2000, the Debtors
have the exclusive right to file a plan of reorganization;
through March 31, 2000, the Debtors have the exclusive right
to solicit acceptances of that plan.  These extensions are
without prejudice to the Debtors' right to seek further
extensions.

Even though the Debtors filed their proposed plan on July 7,
1999, Sally Henry, Esq., representing the Debtors reminded Judge
Walrath, the Company continues to investigate and consider
various alternatives for an ultimate exit from Chapter 11.  Many
of these alternatives -- without further detail -- may dictate
substantial amendments to the currently-filed plan, Ms. Henry
indicated.  Ms. Henry stressed that the Debtors are spending time
considering alternative restructuring proposals with one goal in
mind: maximizing the ultimate return to their creditor
constituencies.  

At the request of the core parties-in-interest, Judge Walrath
agreed to convene a status conference in December, 1999, to
review the Debtors' reorganization efforts.  There is no
indication whether that status conference will be held in open
court or behind closed doors.  It is clear that Resurgence and
Apollo are still at the negotiating table.  


MCGINNIS PARTNERS: Joint Plan of Reorganization
-----------------------------------------------
On October 27, 1999, the US Bankruptcy Court for the Western
District of Texas, San Antonio Division entered an order
approving the Disclosure Statement filed by McGinnis Partners
Focus Fund, LP.  December 1, 1999 is fixed for the hearing date
on the confirmation of the plan.

Classes of Claims and Interests

Class 1 - Secured Claims - Impaired - No claimants
Class 2 - Priority Non Tax Claims - Unimpaired - No claimants
Class 3 - Unsecured Claims - Impaired - Total Claims -
$117,028,601. Estimated Recovery Percentage: Undetermined
Class 4 - Rescission Claims - Impaired - Total Claims $1,358,409
- Estimated Recovery Percentage: Undetermined
Class 5 - Investor Interests - Impaired - Total interests value
$186,699,460 Estimated Recovery Percentage: Undetermined


The debtors were performance-oriented investment funds formed for
the purpose of achieving long-term capital appreciation through
investing in global markets.


PAGING NETWORK: Strong Capital Holds 3.7% Of Common Stock
---------------------------------------------------------
Strong Capital Management, Inc. and Richard S. Strong, Chairman
of the Board of Strong Capital Management, Inc., beneficially own
an aggregate 3,829,660 shares of the common stock of Paging
Network Inc.  The aggregate amount held represents 3.7% of the
outstanding shares of common stock of the company.  Each of
Strong Capital Management, Inc. and Richard S. Strong have sole
voting power over 3,668,700 shares, and sole dispositive power
over the aggregate 3,829,660 shares.

Strong Capital Management, Inc. is an investment advisor firm,
having been granted discretionary dispositive power over its
clients' securities and in some instances has voting power over
such securities.  Any and all discretionary authority which has
been delegated to Strong Capital may be revoked in whole or in
part at any time.  Richard S. Strong, in addition to being
Chairman of the Board of Strong Capital Management, Inc. is its
principal shareholder.


PARAGON TRADE BRANDS: Best Auction Bid Made By Wellspring
---------------------------------------------------------
On July 12, 1999, the Bankruptcy Court approved certain bidding
procedures, an expense reimbursement and a termination fee
relating to a proposed investment by Wellspring to acquire
Paragon Trade Brands Inc. as part of a plan of reorganization.  
The bidding procedures provided for the consideration of
competing investment proposals from other qualified
bidders and for the filing by the company of a stand-alone plan
of reorganization.  The Equity Committee filed a motion for
amended findings with respect to the Bankruptcy Court's July 12,
1999 order. The Bankruptcy Court then denied the Equity
Committee's motion. The Equity Committee has appealed the
Bankruptcy Court's order and the denial of its motion to the
Georgia District Court.

On November 5, 1999, the company and the Equity Committee filed a
joint motion seeking to extend the briefing schedule in the
matter pending the completion of ongoing global settlement
discussions between the parties.

On August 25, 1999, with the support of the Creditors' Committee,
the company had filed its Plan with the Bankruptcy Court.  The
Plan provides an alternative to the Wellspring Proposal.  In
accordance with Bankruptcy Court-approved auction procedures, an
alternative transaction competing with the Wellspring Proposal
was proposed to the company on September 15, 1999.  An auction
was commenced on September 21, 1999. The auction continued until
the company, after consultation with the Committees, P&G
and K-C, determined to conclude the auction on October 4, 1999.
At the conclusion of the auction, the company, after consultation
with the Committees, P&G and K-C, determined that Wellspring had
submitted the best bid. On October 15, 1999, the company and the
Creditors' Committee, as co-proponents, jointly filed the Amended
Plan which incorporates the Wellspring Proposal, as modified by
the company after consultation with its various creditor
constituencies.  The Amended Plan also provides that,
in the event the proposed Wellspring transaction is not
consummated, the proponents may pursue confirmation of a stand-
alone plan of reorganization. The Amended Plan specifies, among
other things, the type and amount of value to be distributed
under either the Wellspring or the stand-alone alternative, as
the case may be.

The Bankruptcy Court has set a hearing date of November 17, 1999
to consider approval of the Disclosure Statement.

By Order of the Bankruptcy Court on July 20, 1999, the company's
exclusivity period, during which time only the company could
propose a plan of reorganization, was extended through and
including August 31, 1999. By order of the Bankruptcy Court on
October 26, 1999, the company's exclusive right to solicit
acceptances to the Amended Plan has been extended through and
including January 31, 2000.

During the above the company has operated as a debtor-in-
possession and reports three and nine months 1999 financial
statistics which indicate net losses in both periods.  Net loss
for the three months ended September 26, 1999 was $5,235 on net
revenues of $128,507, and in the nine month period ended on that
same date net losses were $20,839 on net revenues of $372,599.  
In the same periods of 1998 the three month report saw net income
of $4,024 on net revenues of $136,993, and the nine month 1998
period showed net income of $13,399 on net revenues of $402,281.


PLUMA INC: Seeks Authorization of Sale of Real Property
-------------------------------------------------------
Pluma, Inc. seeks entry of an order authorizing the sale to Louis
Kennedy, buyer, of real property known as the Vesta, Virginia and
Martinsville, Virginia sewing facilities. The total cash purchase
price is $1,865,000.  The contract calls for a closing date on
November 30, 1999.


PURINA MILLS: Gets Final Approval of $50 Million DIP Credit Pact
----------------------------------------------------------------
Purina Mills Inc. received on Nov. 15 final bankruptcy court
approval of a $50 million debtor-in-possession (DIP) financing
pact led by Chase Bank of Texas N.A. Counsel to Purina Mills said
several objections to the DIP loan were resolved consensually at
Monday's hearing. Late last week, Bank One Trust Co., indenture
trustee for Purina Mills' nine percent senior subordinated notes
due 2010, filed a conditional objection concerning the extent of
the security interests given to the lenders. (The Daily
Bankruptcy Review and ABI November 17, 1999)


RAND ENERGY: Confirmation of Final Joint Plan of Reorganization
---------------------------------------------------------------
By order entered November 3, 1999, the US Bankruptcy Court for
the Northern District of Texas, Dallas Division entered an order
finding and approving the joint plan of reorganization for Rand
Energy Company.  The plan is a liquidating plan that the court
finds is feasible.  Substantially all of the debtor's assets
other than causes of action and receivables have been liquidated
during the case.  The structure of the plan and mechanisms for
implementation of the plan are reasonable and appropriate.


RAYTECH CORP: Announces Third Quarter Results
---------------------------------------------
Raytech Corporation (NYSE:RAY) announced net income for the
thirteen-week period ended October 3, 1999 amounting to $3.4
million, or $.98 per basic share as compared with $3.1 million or
$.90 per basic share for the corresponding period in 1998.

Albert A. Canosa, President and Chief Executive Officer of
Raytech Corporation, stated, "We continue to expand our sales
growth as evidenced in the 4 percent increase over the prior
year. Our depth of knowledge in the friction industry is
recognized by our customer base as we work together in developing
new materials and techniques to improve efficiency and
durability."
  
Net Sales Up 1.6% for Quarter, Up 4.0% Year-to-Date Raytech

Corporation showed strong performance in the third quarter
posting sales of $ 62.5 million for the thirteen-week period
ended October 3, 1999 as compared to $ 61.5 million for the same
period in the prior year. Net sales for the thirty-nine week
period of $195.6 million showed an increase of $7.6 million, 4.0
percent, over the prior year amount of $188.0 million.

The wet friction segment reported increased sales of $3.4 million
or 2.9 percent as compared to the same period in the prior year.
The rise in sales is primarily the result of increased unit
production among the automotive original equipment manufacturers
and the sales of new products to this customer base, which is
reflected in the reported sales increase of $9.6 million in the
automotive original equipment market sector over the prior year.
Domestic car and light truck sales are expected to reach 17
million units in 1999 according to industry analysts, which would
be the record year for sales in this industry.

The heavy duty markets continue their decline as a result of the
economic downturn in Asia and Latin America. In addition, the
demand for heavy duty equipment was affected by a decline in
orders from the oil and mining industries. Sales in this market
decreased $1.0 million as compared to last year. However domestic
sales of heavy duty equipment is expected to remain stable.
Demand for agricultural equipment remains weak as the farm sector
continues to feel the effects of depressed agricultural commodity
prices and reduced domestic farm income. Sales in this market
decreased $5.2 million or 45 percent over last year.

Sales in the Aftermarket segment increased by $5.8 million over
the same period in the prior year, equating to a 13 percent
growth rate. Improved sales reflected deeper penetration into the
current customer base and sales of new products and the
penetration of new markets. The sales of dry friction products
in the North American aftermarket, a new market for 1999,
continued during this quarter.

Operating Profit Up 1.8% for Quarter, 2.9 Percent Year-to-Date

Worldwide operating profits in the third quarter of $5.6 million
reflected an increase of 1.8 percent over the same period in the
prior year. Earnings in the third quarter of 1998 were $5.5
million. Operating profits for the nine months ended October 3,
1999 of $21.6 reflected an increase of $.6 million or 2.9 percent
over the prior year's amount of $21 million for the same nine-
month period.

The wet friction segment reported operating profits of $4.0
million for the quarter ended October 3, 1999 as compared to $3.4
million for the same period in 1998, an increase of 17.6 percent.
The recorded operating profit for the 39-week period ended
October 3, 1999 of $13.9 million reflects an increase of $.4
million over the same period in the prior year, an increase of
3.0 percent. This increase was driven by increased sales of $3.4
million during this period and the improved gross profit in the
third quarter.

The aftermarket segment reported operating profits of $2.8
million for the quarter ended October 3, 1999, an increase of $.3
million over the same period in the prior year. The 12.5 percent
increase in operating profits reflects improved sales of $1.2
million. The recorded operating profit for the 39-week
period ended October 3, 1999 of $8.6 million reflects an increase
of $1 million over the same period in the prior year. The
increased operating profit of 13.2 percent over the prior year
was due to the increased sales of $5.8 million during this 39-
week period as compared to the same period in the prior year.

The Company has been under the protection of the U.S. Bankruptcy
Court relating to asbestos personal injury and environmental
liabilities since March 1989. The ultimate liability of the
Company with respect to asbestos-related, environmental or other
claims cannot presently be determined.

Raytech Corporation is headquartered in Shelton, Connecticut,
with operations serving world markets for energy absorption and
power transmission products, as well as custom-engineered
components.


RUSSIA VALUE FUND, LP: Approval of Disclosure Statement
-------------------------------------------------------
On October 27, 1999, the US Bankruptcy Court for the Western
District of Texas, San Antonio Division entered an order
approving the Disclosure Statement filed by Russia Value Fund,
LP.  December 1, 1999 is fixed for the hearing date on the
confirmation of the plan.


SHOE CORP: Seeks Extension To Assume/Reject Leases
--------------------------------------------------
Shoe Corporation of America, Inc. and its affiliate SCOA License,
Inc. seek an order further extending the time within which the
debtors must move to assume or reject their unexpired leases of
nonresidential real property.

The debtors seek an order extending for an additional 120 days,
up to and including April 9, 2000, the time in which they must
move to assume or reject certain unexpired leases of
nonresidential real property.

The debtors are lessees, sublessees or assignees with respect to
approximately 125 unexpired leases of nonresidential real
property.  The unexpired leases are an integral part of the
debtors' business as the premises subject to such leases include
store space used by SCOA to operate its retail footwear
operations. The debtors' immediate focus in on the critical
holiday retain season, and it will be impossible for the debtors
to adequately assess the leases and license agreements without an
extension.  Because of the complexity of the ongoing
reorganization process, the debtors have not had a sufficient
opportunity to determine the value of each lease in light of
future business plans.


SOURCEONE WIRELESS: Seeks Extension To Assume/Reject Leases
-----------------------------------------------------------
The debtor, Sourceone Wireless, Inc. and Aquis Communications
Inc., purchaser of substantially all of the debtor's assets have
been working to identify which leases will be assume.  However
the parties have not yet been able to complete the identification
process, and request entry of an order extending the deadline to
and including November 30, 1999.


STUART ENTERTAINMENT: Committee Taps Adelman Lavine
---------------------------------------------------
The Official Unsecured Creditors' Committee seeks to employ
Adelman Lavine Gold and Levin as co-counsel to the Committee.  
The firm will provide the following services:

Give the Committee legal advice with respect to its duties and
powers in the case;

To assist the Committee in its investigation of the acts, conduct
, assets, liabilities, and financial condition of the debtor, the
operation of the debtor's business and the desirability of the
continuance of such business;

To participate with the Committee in the formulation of a plan;

To assist the Committee in requesting the appointment of a
Trustee or examiner, should such action become necessary;


SUN HEALTHCARE: Committee Taps Otterbourg, Steindler
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Sun Healthcare
Group, Inc., et al., has disclosed that it selected the New York-
based law firm of Otterbourg, Steindler, Houston & Rosen, P.C.,
as its lead counsel in these chapter 11 cases.  William M.
Silverman, Esq., leads the engagement, assisted by Rosanne A.
Finkel, Esq.


TALK AMERICA: Plan of Reorganization
------------------------------------
The debtor, Talk America, Inc. seeks an order confirming its plan
of reorganization.

Classification of Claims and Interests:
Unclassified claims are not impaired.  
Class 1 - Impaired - Allowed secured claims held by Keycorp
Class 2 - Unimpaired - Allowed secured claims held by NTFC
Capital Corp
Class 3 - Unimpaired - Allowed secured claims held by Greenpages
Class 4 - Impaired - Allowed Secured claims held by Paymentech
Class 5 - Unimpaired - Allowed secured claims and priority claims
held by the City of Portland for personal property taxes
Class 6 - Impaired - Allowed Priority claims
Class 7 - Unimpaired  Allowed Unsecured claims of the holders of
refund claims
Class 8 - Impaired - Allowed unsecured claims other than class
seven claims, including without limitation the class claim if any
and any claims held by the MacRoberts plaintiffs.
Class 9 - Impaired Holders of equity interests in the debtor

Paymentech shall have an allowed secured claim of $1,413,780.  
The reorganized debtor shall continue to perform under the terms
of the Merchant Agreement assumed by the debtor in the underlying
bankruptcy proceeding.  


TERRA INDUSTRIES: Reports $67 Million Loss Year-To-Date
-------------------------------------------------------
Terra Industries Inc. reported a net loss of $16.9 million for
the 1999 third quarter compared with a $21.8 million net loss in
1998.  These losses were sustained where net revenue was reported
at $173,478 for the 1999 quarter, and $171,544 for the 1998
quarter.

The corporation reported a net loss of $67.3 million for the nine
months ended September 30, 1999 compared with net income of $10.5
million in 1998.  Reported net revenue was $585,402 and $647,671
respectively.

On June 30, 1999, Terra Industries sold its Distribution business
segment to Cenex/ Land O' Lakes Agronomy Company for a
preliminary purchase price of $485 million. The preliminary
purchase price is subject to post closing adjustments and final
audit. The corporation expects to finalize post-closing
adjustments, complete the final audit and collect remaining
balances due from the sale prior to December 31, 1999.

In the sales transaction, Cenex/ Land O' Lakes Agronomy acquired
all rights to the Distribution business' earnings from April 1,
1999 forward. Included in the sale were the corporation's
approximately 400 retail farm service centers in the U.S. and
Canada, and its 50% ownership position in the Omnium chemical
formulation plants. The corporation retained ownership of
approximately $25 million in accounts receivable and
approximately 40 storage or retail sites associated with
Distribution operations. Reserves for doubtful accounts of
approximately $15 million have been recorded by the corporation
in order to value the retained accounts receivable at
estimated net realizable value. The retained sites had a zero net
book value at September 30, 1999 as costs of disposal are
estimated by Terra Industries to approximate sales proceeds.


TOKHEIM: Babson & Company No Longer Holding Shares
--------------------------------------------------
David L. Babson and Company Incorporated, investment adviser,
with principal business location at Cambridge, Massachusetts,
advises that the firm no longer is deemed the beneficial owner of  
shares of common stock of Tokheim Corporation since Babson and
Company no longer holds shares in Tokheim.


VENCOR: Motion To Sell Kingfish Headquarters Development Site
--------------------------------------------------------------
In 1997, Vencor acquired what is called the Kingfish Property,
consisting of:

(A) a lease with an option, expiring on September 1, 2003, to
purchase a two-acre development site located at 144 N. Sixth
Street in Louisville, Kentucky, and

(B) ownership of four adjacent buildings located at 615, 617, 619
and 621 West Main Street in Louisville, Kentucky.  

The Debtors intended to develop the property to house a new 27-
story, 540,000 square foot headquarters complex.  The Kingfish
Property is currently vacant and the Debtors have abandoned their
plans to develop the site.  The Kingfish Property costs the
Debtors $51,000 per month in rent under the purchase Option
Agreement.  

Chicago-based Sheldon Good & Company Auctions solicited sealed
bids for the Kingfish Property in April 1999.  The bids were
supposed to be opened on September 28, 1999.  Because of the
Debtors' chapter 11 filings, the auction was postponed.  

By this Motion, the Debtors ask the Court for permission to
restart the auction process and solicit sealed bids to be opened
on November 22, 1999.  Sheldon Good and the Debtors will then
negotiate for further increases in the bids until November 30,
1999.  Pursuant to 11 U.S.C. Sec. 363, free and clear of all
liens, the Debtors will thereafter sell the property to the
entity submitting the highest and best offer.  

Sheldon will be paid a $25,000 commission, plus a 4% incentive
for each property selling for more than $1,500,000, plus a 6%
incentive for each property selling for less than $1,500,000.  
(Vencor Bankruptcy News; Issue 7 - Bankruptcy Creditor's Service
Inc.)


WESTSTAR CINEMAS: Final Order Authorizing Post-Petition Financing
----------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on November 5, 1999 authorizing the debtors to enter into
the terms of their post-petition financing agreements and Credit
Agreement with a syndicate of financial institutions consisting
of lenders arranged by Canadian Imperial Bank of Commerce.  The
debtors may borrow up to an aggregate of $10 million subject to
the terms of the agreements.


WILLCOX & GIBBS: Files Revised Plan of Reorganization
-----------------------------------------------------
Willcox & Gibbs, Inc. said that it had filed with the Bankruptcy
Court a revised Plan of Reorganization and Disclosure Statement
in its Chapter 11 bankruptcy case.  The revised plan provides for
the following treatment of creditors and interest holders:

-- Secured creditors are unimpaired.

-- Holders of Series B Notes (and certain general unsecured
creditors as described below) will receive a pro rata share of
95% of the common equity of the reorganized Willcox & Gibbs.

-- General unsecured creditors, including trade creditors, may
elect to receive one of the following:

-- For claims of less than $1,000 (and claims voluntarily reduced
by the holder to $1,000), forty cents for each dollar of allowed
claim, payable in cash on the effective date of the plan.

-- For larger claims, the holder may elect the following:

-- Cash equal to 30% of the allowed claim, but not more than a
payment of $3,000.

-- A Note in an amount equal to 75% of the allowed claim, payable
on the seventh anniversary of the effective date of the plan,
without interest.  In the case of a trade creditor electing this
option, who agrees to extend credit on certain terms to the
reorganized companies after the effective date of the plan, such
creditor's Notes will be paid in seven equal annual installments.

-- A pro rata share, together with holders of Series B Notes as
described above, of 95% of the common equity of the reorganized
Willcox & Gibbs.

-- Holders of existing Common Stock of Willcox & Gibbs will
receive a pro rata share of 5% of the common equity of Willcox &
Gibbs and warrants to purchase additional shares.

A hearing in the Bankruptcy Court on the adequacy of the
Disclosure Statement has been scheduled for December 22, 1999.  
If the Disclosure Statement is approved at that time, a hearing
on confirmation of the Plan of Reorganization could be scheduled
for January or February 2000.

Willcox & Gibbs is the largest distributor in North America of
replacement parts, supplies and ancillary equipment to
manufacturers of apparel and other sewn products.  Willcox &
Gibbs is currently operating as a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code.


ZENITH: Reports Improved Third Quarter Results
----------------------------------------------
Zenith Electronics Corporation reported improved financial
results for the third quarter of 1999.

The company's third-quarter net loss, excluding restructuring
charges and reorganization items, was $5.8 million in 1999,
compared with $18.6 million in 1998.  Including $7.2 million of
restructuring charges and reorganization items, Zenith reported a
1999 third-quarter net loss of $13.0 million.  In the 1998 third
quarter, including $100.4 million of restructuring charges, the
company reported a net loss of $119.0 million.

Third-quarter 1999 results benefited from significantly lower
operating expenses, resulting primarily from Zenith's operational
restructuring, and reduced interest expense due to better
inventory and cash management.  Total third-quarter sales were
$228 million in 1999, compared with $230 million in
1998.

Despite the fact that Zenith was operating under Chapter 11
during most of the third quarter, Consumer Electronics sales
increased slightly compared with the 1998 quarter, reflecting the
strong support from Zenith customers and dealers during the
company's restructuring.  Sales of Network Systems products
declined somewhat due to the phase-out of analog set-top boxes
since the third quarter of 1998.

Zenith's prepackaged plan of reorganization was confirmed by the
U.S. Bankruptcy Court on Nov. 5 and Zenith emerged from Chapter
11 on Nov. 9 as a wholly-owned subsidiary of LG Electronics Inc.
(LGE).

For the first nine months of 1999, Zenith reported a net loss,
excluding restructuring charges and reorganization items, of
$44.4 million compared with a net loss of $80.0 million in the
sale period in 1998.

The company reported a 1999 nine-month net loss of $59.0 million,
including $14.6 million of restructuring charges and
reorganization items.  In the first three quarters of 1998, the
company reported a net loss of $187.8, including $ 107.8 million
of restructuring charges.  Nine-month sales were $596 million in
1999 and $675 million in 1998.

Founded in 1918, Zenith Electronics Corporation, based in
Glenview, Ill., is a long-time U.S. leader in electronic
entertainment products and leading developer of digital high-
definition television (HDTV) technologies.  LGE, based
in Seoul, Korea, is a global leader in consumer electronics with
operations in 180 countries and annual sales of more than $9
billion.

                     *********

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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