TCR_Public/991119.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Friday, November 19, 1999, Vol. 3, No. 225
                     
                     Headlines

AMERICAN GAMING: Reports Net Income of $9.9M For Quarter
BOSTON CHICKEN: Harry's Farmers Market To Terminate Relationship
CALECA USA: Notice of Last Date For Filing Proofs of Claim
CENCOR: Releases the Value of its Net Assets in Liquidation
CORAM: Aetna Announces Court's Dismissal of Claims  

DERBY CYCLE: Sustains Quarter & Nine Month Losses
GENERAL-ELECTRO: Order Sets Dates For Hearings on DIP Financing
GENERAL-ELECTRO: Seeks To Assume Executory Contract
HARNISCHFEGER: Committee Taps Houlihan, Lokey
IRIDIUM: Motorola May Take Additional $500 Million Charge

LOEWEN GROUP: Quarter Yields $1.9 Million Gain
MASTERPIECE APPAREL: Case Summary & 20 Largest Creditors
ORANGE COUNTY: Law Firm Will Not Appeal Rejection of Bonus
PURINA MILLS: Discloses Preliminary Draft Plan/Revision Expected
PRANDIUM: Total Sales Show Increase

SGL CARBON: Hearing To Consider Approval of Disclosure Statement
SILICON GAMING: Concerns Regarding Ability To Continue Operations
STORMEDIA: Joint Motion to Approve Settlement
STORMEDIA: Seeks Approval of Compromise Among Estates
STORMEDIA: Settlement Agreement With Foothill

STUART ENTERTAINMENT: Committee Authorized To Employ Counsel
SUN HEALTHCARE: US Trustee Schedules First Meeting of Creditors
SYSTEMSOFT CORP: First Amended Plan of Reorganization
TELEPAD: Deadline For Filing Proofs of Claim
TRISM INC: Second Amended Disclosure Statement

VENCOR: Appoints PricewaterhouseCoopers as Independent Auditor
WASTEMASTERS: Restates 1998 Financials/Offers 1997/98 Comparison
WASTEMASTERS: Stock Warrant Plan For Key Employees
WIRELESS ONE: Order Confirms Plan
  
                     *********

AMERICAN GAMING: Reports Net Income of $9.9M For Quarter
--------------------------------------------------------
American Gaming & Entertainment, Ltd. (the "Company") reported in
its Form 10-QSB for the period ended September 30, 1999 that net
income for common stockholders for the three months ended
September 30, 1999 was approximately $9,964,000 or $0.80 per
share as compared to a net loss for common stockholders of
$2,527,000 or ($0.20) per share for the three months ended
September 30, 1998, based upon a weighted average number of
12,532,102 common shares outstanding for each period. The
primary components of such increase in net income for common
stockholders are discussed below.

As a result of the confirmation of a joint plan of liquidation of
two of the Company's subsidiaries (the "Mississippi Plan") and
the dismissal of an adversary complaint challenging the transfer
of the Gold Coast Barge from one of those subsidiaries to the
Company (the "Adversary Complaint"), the Company recognized
deferred charter revenue of approximately $11,743,000 as revenue
for the three months ended September 30, 1999.  Cash received
from the charter of the Gold Coast Barge is recorded as
restricted cash in the Company's unaudited Consolidated Interim
Financial Statements. No such amounts were recorded for the three
months ended September 30, 1998.

For the three months ended September 30, 1999, the Company
recorded a net gain on sale of assets of $7,000, which amount
represents the reversal of accrued expenses relating to the GM&O
Building in Mobile, Alabama, which was sold in March 1999. No
such gain was recorded for the three months ended September 30,
1998.

The Company reported that net income for common stockholders for
the nine months ended September 30, 1999 was approximately
$8,581,000 or $0.68 per share as compared to a net loss for
common stockholders of approximately $7,314,000 or ($0.58) per
share for the comparable period in 1998, based upon a weighted
average number of 12,532,102 common shares outstanding for each
period. The primary components of such decrease in net loss for
common stockholders are discussed below.

As a result of the confirmation of the Mississippi Plan and the
dismissal of the Adversary Complaint, the Company recognized
deferred charter revenue of approximately $11,743,000 as revenue
for the nine months ended September 30, 1999. Cash received from
the charter of the Gold Coast Barge is recorded as restricted
cash in the Company's unaudited Consolidated Interim Financial
Statements. No such amounts were recorded for the nine months
ended September 30, 1998.

The Company has not received any financial statement information
or payments relating to the RSR Interest for the nine months
ended September 30, 1999 and therefore has not recorded any
revenues attributable to the RSR Interest for the nine months
ended September 30, 1999. For the nine months ended September 30,
1998, the Company recorded revenues of approximately $445,000
attributable to the RSR Interest. Cash received from the Rising
Sun Project is recorded as restricted cash in the Company's
unaudited Consolidated Interim Financial Statements.

For the nine months ended September 30, 1999, the Company
recorded a reversal of bad debt expense related to lease expenses
of approximately $2,785,000 based on the sale of the Harolds Club
and a reversal of net liabilities for subsidiaries in bankruptcy
of approximately $75,000 based upon the sale of the Gold Coast
Barge and the anticipated distributions under the Mississippi
Plan. No such amounts were recorded for the nine months ended
September 30, 1998.

The Company recorded a net gain of approximately $55,000 for the
nine months ended September 30, 1999 related to the sale of the
GM&O Building in Mobile, Alabama. Additionally, for the nine
months ended September 30, 1999, the Company recorded a net gain
of $40,000 as the result of the settlement of a lawsuit brought
by the Company against the purchaser of one of the Company's keno
systems. The associated account receivable had been written off
in 1996. No such gains were recorded for the nine months ended
September 30, 1998.

The Company's Common Stock is traded on the OTC Bulletin Board
under the symbol "AGEL".   


BOSTON CHICKEN: Harry's Farmers Market To Terminate Relationship
----------------------------------------------------------------    
Harry's Farmers Market, Inc. (Nasdaq:HARYC) reported that,
subject to certain conditions, it has obtained an extension on
its agreement to pay $4.0 million in cash to terminate its
relationship with Progressive Food Concepts, Inc.
("Progressive"), a subsidiary of Boston Chicken, Inc.

The amended agreement to terminate the relationship was approved
by the U.S. Bankruptcy Court in Phoenix, Arizona on Nov. 16,
1999, where Boston Chicken and Progressive are involved in
bankruptcy proceedings.

As previously announced, pursuant to the proposed settlement,
Harry's would pay Progressive $4.0 million in exchange for the
satisfaction of all debt owed to Progressive, including $15.5
million of convertible debt; the termination of all consulting
obligations between the parties; the termination of warrants to
purchase 2.0 million shares of Harry's common stock, and the
surrender by Progressive of its rights to use Harry's
intellectual property. The settlement, upon consummation, would
result in a complete termination of the business relationship
between Harry's, Progressive and Boston Chicken. The settlement
is subject to Harry's obtaining adequate financing, and, if
necessary, the consent of Harry's senior lender. In addition, the
settlement must be consummated by November 30th, unless the
parties agree to extend the closing.

In addition, Harry's has extended the time permitted to a
proposed buyer of its distribution facility to finalize diligence
and conduct necessary inspections until December 15, 1999. As
previously described, Harry's would receive $5.3 million from the
sale, will retain certain equipment in the building and
will lease back a portion of the facility. Subsequent to the end
of the inspection period, the buyer would have 20 business days
to close the transaction or forfeit its his escrowed funds. There
can be no assurances that the buyer will elect to go forward with
the transaction after the completion of its due diligence period
on December 15 or that the transaction will close on
the terms or timetable described herein.

Harry's owns and operates concept megastores and convenience
stores specializing in perishable food products -- fresh fruits
and vegetables; fresh meats, poultry and seafoods; fresh baked
goods; freshly made ready-to-eat, ready-to-heat and ready-to-cook
prepared foods; and deli, cheese and dairy products. Harry's
stores also feature lines of specialty, hard-to-find and
gourmet nonperishable food products that are complimentary to the
fresh food offerings. In addition, Harry's stores carry kitchen-
oriented housewares, floral items, natural health and beauty care
items, and a full line of wines and imported and domestic beers.
Harry's bakery and prepared foods departments are fully-
integrated food manufacturing operations.  Harry's presently owns
and operates three megastores and five Harry's In A
Hurry convenience stores all in the in the Atlanta, Georgia
metropolitan area.


CALECA USA: Notice of Last Date For Filing Proofs of Claim
----------------------------------------------------------
The US Bankruptcy Court for the Southern District of New York has
entered an order fixing December 8, 1999 at 5:00 PM as the last
date for filing claims against the debtor, Caleca USA Corp.


CENCOR: Releases the Value of its Net Assets in Liquidation
-----------------------------------------------------------
CenCor, Inc. (the "Company") released the value of its net assets
in liquidation as of September 30, 1999.

The Company's net assets in liquidation decreased by $5,731,000
for the nine months ended September 30, 1999, from $10,191,000 at
December 31, 1998, to $4,460,000 at September 30, 1999. The
decrease resulted principally from the partial liquidating
distribution issued on June 7, 1999, and the recording of a
reserve for estimated liquidation and contingency
costs. The amount of such reserve may be adjusted during the
remaining course of the liquidation of the Company as more
accurate information concerning actual wind-down costs becomes
available.

The Company is a dissolved Delaware corporation in the process of
liquidation. The Company has previously paid partial liquidating
distributions in the amount of $5.35 per share on March 9, 1998,
and$4.25 per share on June 7, 1999. After the partial liquidating
distributions and assuming the Company had fully liquidated and
distributed its assets by September 30, 1999, the Company's
stockholders would have received an additional $4,460,000 in
distributions or approximately $3.31 per share, less costs to
liquidate.

The Company's income from liquidating activities for the nine
months ended September 30, 1999, was $321,000 in interest income
from its investments in short-term government and government-
agency investments and $298,000 of other income resulting from a
federal income tax refund and the receipt of unclaimed
distributions due to holders of the Company's Old
Notes. The Company's expenses from liquidating activities for the
nine months ended September 30, 1999, of $642,000 consisted
primarily of salaries, professional fees, and other estimated
liquidating costs.

The Company currently expects to make a final liquidating
distribution to its stockholders prior to December 23, 1999. The
Company will be required to pay or provide for any other post-
liquidation costs prior to any final distribution on its
outstanding common stock.

The Company expects to enter a Liquidating Trust Agreement for
the purpose of receiving any unclaimed principal of the Company's
Non-Convertible Notes that matured on July 1, 1999, and must be
claimed by July 1, 2001, and also to receive excess funds, if
any, from the reserve for liquidation and contingencies. The
Liquidating Trust will distribute the trust property after July
1, 2001, to the holders of the Company's common stock established
as of the Corporate Cessation Date of December 23, 1999. Due to
the uncertainty of the value of the Liquidating Trust property to
be ultimately distributed, the Company is unable to estimate a
per share distribution amount from the Liquidating Trust.

On November 3, 1999, the Company filed a Chapter 11 Final Report
and Application for Final Decree and Order Closing Case (the
"Order") with the Bankruptcy Court. The Company expects the
Bankruptcy Court to enter the Order within the next thirty days.


CORAM: Aetna Announces Court's Dismissal of Claims  
--------------------------------------------------
Aetna Inc. said yesterday that a U.S. District Court in
Pennsylvania dismissed claims of fraud and other allegations
against Aetna's U.S. Healthcare unit, according to a newswire
report. The suit, brought by Coram Healthcare Corp., involved
Coram's agreement to provide home health care services to Aetna
U.S. Healthcare members. The judge dismissed all claims except
the breach of contract claim. Last week two Coram units filed
chapter 11, following the filing of an involuntary bankruptcy
petition against the units by creditors in the summer. (ABI 18-
Nov-99)


DERBY CYCLE: Sustains Quarter & Nine Month Losses
-------------------------------------------------
Derby Cycle Corporation is a world-leading designer, manufacturer
and marketer of bicycles.  The company holds the leading market
share in the United Kingdom, The Netherlands, Canada and Ireland,
holds the leading market share in the adult bicycle market in
Germany and is also the third largest supplier to independent
bicycle dealers in the United States. Competing primarily in the
medium-to premium-priced market, the company owns or licenses
many of the most recognized brand names in the bicycle
industry, including leading global brands such as Raleigh,
Diamond Back, Nishiki and Univega, and leading regional brands
such as Gazelle in The Netherlands and Kalkhoff, Musing, Winora
and Staiger in Germany. The company designs, manufactures and
markets a wide range of bicycles in all major product categories:
(i) all-terrain or mountain bicycle, (ii) city bicycles, also
called touring or upright bicycles, (iii) hybrid bicycles, also
called comfort or cross bicycles, (iv) juvenile bicycles,
including bicycle motocross bicycles, and (v) race/road bicycles.
The company distributes branded bicycles through extensive local
market networks of independent bicycle dealers as well as through
national retailers, and distributes private label bicycles
through mass merchandisers and specialty stores.

Through a series of acquisitions and plant expansions, Derby
Cycle has created a global bicycle business distinguished by its
leading market positions, low cost production, extensive
distribution network and reputation for high quality.  Organized
in 1986 for the purpose of acquiring the Raleigh, Gazelle and
Sturmey Archer businesses from TI Group plc, the company expanded
into the United States and Germany in 1988. Since then, it has
acquired additional well-known brands and leveraged its existing
manufacturing plants and component sourcing operations to lower
unit costs for its acquired businesses.

Derby Cycle's operations are concentrated in the United Kingdom,
The Netherlands, Germany, the United States and Canada, with
manufacturing operations in these countries, each led by
experienced local management.

Net revenues increased by $18.1 million and $49.3 million to
$104.5 million and $408.0 million from $86.4 million and $358.7
million for the quarter and nine months ended September 1999 and
1998 respectively.  Net income decreased by $2.3 million and
$10.4 million to give losses of $7.4 million and $10.0 million in
the quarter and nine months ended September 1999.

In July 1999 the company restructured its corporate management
and established its headquarters in Stamford, CT to organize the
finance and marketing functions of the company on a global basis.


GENERAL-ELECTRO: Order Sets Dates For Hearings on DIP Financing
---------------------------------------------------------------
General Electro Mechanical Corp. debtor is seeking interim and
final approval of the financing agreements between the debtor,
and its corporate parent, Gemcor Systems Corp.

The US Bankruptcy Court for the Western District of New York
entered an order setting an interim hearing on November 24, 1999
at 9:45 AM.  A final hearing on the debtor's motion will be held
on December 8, 1999 at 2:00 PM.


GENERAL-ELECTRO: Seeks To Assume Executory Contract
---------------------------------------------------
The debtor, General-Electro Mechanical Corp. seeks to assume a
certain executory contract between the debtor and Bombardier,
Inc.  A hearing on the motion will be held before the Honorable
Michael J. Kaplan at the US Bankruptcy Court, Part I , third
floor US Courthouse, Olympic Towers, 300 Pearl Street, Buffalo ,
New York on November 19, 1999 at 10:00 AM.

Under the contract, the debtor agreed to sell and Bombardier
agreed to purchase two fastening machines for $1,310,000.  
Bombardier is in great need of the machines and the debtor has
agreed that they will be ready on November 19, 1999, subject to
the court's approval.


HARNISCHFEGER: Committee Taps Houlihan, Lokey
---------------------------------------------
The Official Committee of Unsecured Creditors of Harnischfeger
Industries Inc. seeks authority to retain Houlihan Lokey Howard &
Zulkin Capital, nunc pro tunc to September 30, 1999, as its
financial advisors in the Debtors' chapter 11 cases.  

For a flat $125,000 fee per month plus a Transaction Fee equal to
$2,000,000 plus 0.40% of the amount recovered by Unsecured
Creditors (excluding recoveries on account of Intercompany
Claims) in excess of $500,000,000, Houlihan agrees to:

(a) monitor the Debtors' on-going performance;

(b) attend meetings and assist in negotiations with the Debtors,
potential investors and other parties in interest (and their
professionals), as requested;

(c) review and provide analysis, recommendations and consultation
regarding any proposed dispositions of assets of the Debtors;

(d) review and provide analysis, recommendations and consultation
regarding the debtor-in-possession financing and proposed
operational changes;

(e) review and provide analysis, recommendations and consultation
regarding the Debtors' proposed non-ordinary course expenditures
through the period of the bankruptcy case;

(f) review and provide analysis of all business plans,
restructuring plans and offers for the purchase of all or part of
the Debtors' assets;

(g) review and provide analysis of any plan or plans of
reorganization and disclosure statement(s) therefor including a
review of the adequacy of any disclosure statement, evaluation of
the feasibility of the plan, analysis of the proposed capital
structure, assessment of corporate strategy and other issues
significant to the reorganization;

(h) review and provide analysis concerning valuations on behalf
of the Committee as requested;

(i) make court appearances and provide testimony on various
matters, as may be requested; and  

(j) assist in any and all financial advisory services and provide
other assistance consistent with the Committee's rights and
duties under Chapter 11 of the Bankruptcy Code. (Harnischfeger
Bankruptcy News Issue 15; Bankruptcy Creditor's Service Inc.)


IRIDIUM: Motorola May Take Additional $500 Million Charge
---------------------------------------------------------
Motorola Inc. said yesterday that it may take an additional $500
million charge during the fourth quarter on its exposure to
investments in Iridium LLC, which filed for chapter 11 protection
in August after it defaulted on more than $1.5 billion in loans.
In a filing late Tuesday, Motorola revealed that it has paid
about $743 million to banks for debts it guaranteed on Iridium's
behalf.  Motorola has an 18 percent stake in Iridium. By
satisfying its guarantee obligations, Motorola said it avoided
paying interest and monthly fees to banks that issued the credit
facilities. (ABI 18-Nov-99)


LOEWEN GROUP: Quarter Yields $1.9 Million Gain
----------------------------------------------
The Loewen Group Inc. is a company organized under the laws of
British Columbia, Canada. On June 1, 1999, the company and each
of approximately 850 United States subsidiaries voluntarily filed
a petition for creditor protection under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court,
Wilmington, Delaware. Concurrent with the Chapter 11 filing, the
company and 116 of its Canadian subsidiaries filed
for creditor protection under the Companies' Creditors
Arrangement Act with the Ontario Superior Court of Justice,
Toronto, Ontario, Canada. The company and its subsidiaries under
creditor protection are presently operating their businesses as
debtors-in-possession. The United States trustee for the District
of Delaware appointed a statutory committee of unsecured
creditors. The proceedings of the debtors are being jointly
administered for procedural purposes only. The company's
insurance, United Kingdom and certain funeral and cemetery
subsidiaries were not included in the Chapter 11 and CCAA
filings.

Loewen Group Inc. operates the second-largest number of funeral
homes and cemeteries in North America. In addition to providing
services at the time of need, the company also makes funeral,
cemetery and cremation arrangements on a pre-need basis. As at
October 29, 1999, the company operated 1,113 funeral homes and
427 cemeteries throughout North America and 32 funeral homes in
the United Kingdom. As at October 29, 1999, the
company also operated three insurance subsidiaries that
principally sell a variety of life insurance products to fund
funeral services purchased through a pre-need arrangement.

Consolidated revenue decreased by 12.2% to $231.8 million for the
three months ended September 30, 1999 from $263.9 million in
1998. Management believes that the revenue decline in the funeral
business was in part due to the bankruptcy filings on June 1,
1999. The company had net earnings of $1.9 million for the three
months ended September 30, 1999, an increase in earnings of $34.3
million compared to a net loss of $32.4 million in 1998.

Consolidated revenue decreased by 7.9% to $806.7 million for the
nine months ended September 30, 1999 from $875.5 million in 1998.  
The company had a net loss of $96.5 million for the nine months
ended September 30, 1999, a decrease in earnings of $104.3
million compared to net earnings of $7.8 million in 1998.


MASTERPIECE APPAREL: Case Summary & 20 Largest Creditors
--------------------------------------------------------
Debtor: Masterpiece Apparel, Ltd.
        350 Fifth Avenue
        Suite 6411
        New York, NY

Date Filed: 11/10/1999

Represented by:

Stuart I. Rich
Kudman, Trachten & Kessler
350 Fifth Avenue
Suite 4400
New York, NY 10118
(212) 868-1010
Fax : (212) 868-0013
Email: sir-esq@worldnet.att.net

U.S. Trustee
------------
United States Trustee
Office of United States Trustee
33 Whitehall Street
21st Floor
New York, NY 10004
(212) 510-0500

Court: Southern District of New York
Chapter 11
Case No. 99B46197

List of 20 Largest Unsecured Creditors:

Creditor                         Amount
--------                         ------
American Shipping                89,276
Apparel Connection               14,845
BGEX                             11,424
Coleman Company, Inc.           540,000
Creative Marketing Plus, Inc.     2,500
Fisher Rambush Associates, Inc.   2,000
Global                              596
MPD Logistics                    18,074
MPD Transport                     4,914
Mahoney Cohen & Co.               3,622
Netmoves Corp.                    3,856
Perfect Trading                   1,633
Ross & Hardies                  274,000
SK Studio, Inc.                   2,700
St George Express                 1,050
Staples                             470
Starshine Ltd                    53,000
Sterling Commerce Inc.              480
T&G Industries                      624
Winstar                             636


ORANGE COUNTY: Law Firm Will Not Appeal Rejection of Bonus
----------------------------------------------------------
The Los Angeles firm of Hennigan, Mercer & Bennett, which signed
a retainer agreement in 1996 to represent Orange County and other
public agencies in the wake of the county's December 1994 chapter
9 filing, will not appeal a Nov. 10 order by District Judge Gary
Taylor that rejected the firm's request to have a $48.7 million
bonus for its work in the case, The Recorder/Cal Law reported
yesterday. Taylor called the firm's arguments "unethical,"
"dishonorable," "flawed" and "cynical." The firm said in papers
it filed with the court, "If lawyers in cases like these are paid
only their straight hourly rates, they have less reason to
maximize results for clients." Not enamored with that line of
thinking, Taylor asked in October oral arguments, "Do you really
believe that?" Taylor said that attorneys are obligated to do
their best for clients, regardless of the fee arrangement and
that "anything less would be unethical and dishonorable." Judge
Taylor allowed only $3 million extra for the firm. San Francisco-
based ethics expert Ephraim Margolin said Taylor is "idealistic"
and that the adjustment could be argued from either side. Large
bonuses are becoming more common, and he said, "The firm is
saying, `We are ethical, but we could be fully employed at our
rates without going into the tribulations this case presents.'"
Taylor also viewed the chapter 9 case as a "dream case" that
allowed a young firm to gain a high profile. (ABI 18-Nov-99)


PURINA MILLS: Discloses Preliminary Draft Plan/Revision Expected
----------------------------------------------------------------
In connection with ongoing restructuring negotiations, Purina
Mills, Inc. entered into confidentiality agreements with certain
holders of their 9% Senior Subordinated Notes Due 2010.  By
virtue of the confidentiality agreements, Purina provided certain
confidential, nonpublic information to the noteholders, and the
noteholders agreed to hold such information confidential for an
established period of time.  In addition, under the terms of the
confidentiality agreements and certain related agreements,
Purina agreed to publicly disclose all confidential information
provided to the noteholders no later than November 9, 1999. If
Purina were not to disclose the confidential information, the
noteholders were permitted to disclose the information under the
terms of the confidentiality agreements.

To comply with Purina's disclosure obligations under the
confidentiality agreements, Purina filed, with the Securities &
Exchange Commission, preliminary drafts of a Joint Plan of
Reorganization of Purina Mills, Inc. and its debtor subsidiaries
and a related disclosure statement. The Plan and the Disclosure
Statement have not been filed in the chapter 11 cases of
Purina and its affiliated debtors and debtors in possession
pending in the United States Bankruptcy Court for the District of
Delaware. The debtors do not intend to file the Plan and the
Disclosure Statement with the Bankruptcy Court or to solicit
votes on the Plan as currently drafted from the debtors' claim
and interest holders. The debtors anticipate that the Plan and
the Disclosure Statement will be revised and updated prior to
their filing with the Bankruptcy Court.

Interested parties may access the preliminary drafts of the Joint
Plan of Reorganization and Disclosure Statement at
http://www.sec.gov/cgi-bin/srch-edgar?0000950152-99-008788on the  
Internet, without charge.


PRANDIUM: Total Sales Show Increase
-----------------------------------
Prandium Inc. is primarily engaged in the operation of
restaurants in the full-service and fast-casual segments, through
its subsidiaries.  At September 26, 1999, the company operated
307 restaurants in 27 states, approximately 68% of which are
located in California, Ohio, Pennsylvania, Indiana and Michigan,
and franchised and licensed 22 restaurants outside the United
States.  From January 1, 1999 to November 10, 1999, the company
completed the remodeling of ten additional El Torito restaurants
in various markets and 38 additional Chi-Chi's restaurants in
various markets.

The company's total sales of $134,264,000 for the third quarter
of 1999 increased by $18,971,000 or 16.5% as compared to the same
period in 1998 when total sales were $115,293,000.  The company's
net loss in the 1999 quarter was $9,500,000 as compared to the
net loss in the 1998 quarter of $8,920,000.  For the first nine
months of 1999, total company sales of $408,837,000 increased by
$60,143,000 or 17.2% as compared to the same period in 1998.


SGL CARBON: Hearing To Consider Approval of Disclosure Statement
----------------------------------------------------------------
A hearing will be held on December 6, 1999 at 12:30 PM before the
Honorable Joseph J. Farnan to consider the adequacy of the
information contained in the Disclosure Statement.

Treatment of Claims:
Class 1 Administrative Expense Claims - $6,861,000 not impaired.
Class 2 Priority Claims $374,000 - Not impaired
Class 3 DIP Financing Claims - $8,581,000 - Not impaired
Class 4 Secured Claims - Not impaired -$706,000
Class 5 Unsecured Claims - Impaired - $14,501,000 - Estimated
Recovery 100%
Class 6 Alleged Graphite Electrodes Antitrust Claims; Graphite
Electrodes Settlement Claims - $75,500,000 - Impaired. Estimated
Recovery 100%
Class 7 Intercompany claims - $163,338,000 - impaired. To be paid
by the reorganized debtor to the extent that they are supported
by available cash flow
Class 8  Exchangeable Bonds Guarantee Claims - $91,148,000
Impaired.  Shall receive 62.8% of the New Shares in full payment
of such claims.
Class 9 Litigation Claims - Not impaired
Class 10- Interests - Impaired. Holders shall receive 37.2% of
the New Shares


SILICON GAMING: Concerns Regarding Ability To Continue Operations
-----------------------------------------------------------------
Silicon Gaming, Inc. was incorporated on July 27, 1993 to design,
develop, manufacture and distribute interactive gaming devices
that implement advanced multimedia technologies using state-of-
the-art, off-the-shelf components. In March 1997 the company
introduced its first product, Odyssey(TM), a multi-game, video-
based slot machine, into the Nevada market. In 1998 the company
introduced Quest, a single-game platform that utilizes many of
the same components as the Odyssey, to increase its penetration
of the casino floor. In July 1999 the company introduced its
first slant-top product into the Nevada market. The company has
since rolled out Odyssey and Quest into other jurisdictions
including Connecticut, Indiana, Iowa, Louisiana, Michigan,
Minnesota, Mississippi, Missouri, New Jersey, New Mexico, certain
Canadian provinces and Uruguay.

The company is headquartered in Palo Alto, California and has
sales offices in Reno and Las Vegas, Nevada, and in Gulfport,
Mississippi. Its products are now manufactured at its location in
Las Vegas, Nevada. At September 30, 1999 the company had 87
employees.

Revenue for the quarter ended September 30, 1999 was $1,999,000,
a decrease of $2,990,000, or 60%, from $4,989,000 for the quarter
ended September 30, 1998. This also represents a decrease of
$3,728,000, or 65%, from the $5,727,000 recorded in the three-
month period ended June 30, 1999. The decrease in sales compared
to the prior year and previous period is said by the company to
be attributable to customer concerns regarding the ability
of the company to continue as a going concern, and the deferral
of product purchases until the company could complete
its proposed debt restructuring. These concerns were exacerbated
by the loss of the majority of the company's sales force during
1999.  The net loss experienced in the three month period ended
September 30, 1999 was $4,980,000 as compared to losses of
$14,702,000 in the same three month period of 1998.

Revenue for the nine months ended September 30, 1999 was
$13,387,000, a decrease of $3,889,000, or 23%, from $17,276,000
for the nine months ended September 30, 1998. Net losses
sustained in the nine month period ended September 30, 1999 were
$17,219,000, while in the same nine month period of
1998 net losses were $26,895,000.  The company has incurred
operating losses each year since inception and as of September
30, 1999 had an accumulated deficit of $97,489,000 and a
deficiency of shareholders' equity of $35,029,000. Silicon Gaming
has been required to obtain additional financing each year to be
able to fund its ongoing operations. Silicon Gaming indicates
that based on historical levels of cash usage, the above
factors raise substantial doubt about its ability to continue as
a going concern.


STORMEDIA: Joint Motion to Approve Settlement
---------------------------------------------
The debtors, Creditors' Committee and Bank Group seek court
approval of a compromise and settlement validating liens and
allowing claims of Bank Group.  The parties have agreed under the
settlement to a sharing arrangement of the net proceeds of the
sale of one of the debtors' key assets, the proceeds of the sale
of a manufacturing facility located in Malaysia, and the proceeds
generated from prosecution of the debtors' claims against Maxtor
Corporation, and its parent Hyundai Electronics Industries Co.  
The settlement further provides for the joint funding of the
lawsuit against Maxtor as between the International and
Incorporated Estates and the Bank Group.  the parties believe
that approval of the settlement is fair and equitable and in the
best interest of creditors, and should be approved.


STORMEDIA: Seeks Approval of Compromise Among Estates
-----------------------------------------------------
The debtors, StorMedia Incorporated, ("Incorporated") Strates
Pte. Ltd.,("Strates") Strates Sdn. Bhd., ("AKT") Akashic Memories
Corporation ("Akashic")and StorMedia International, Ltd.
("International") seek to settle intercompany payables among the
five debtors..

The compromise provides:

Akashic's intercompany claim against AKT shall be allowed against
AKT in the amount of all allowed general unsecured claims against
Akashic other than any allowed unsecured claim in favor of the
Bank Group.  This will reduce Akashic's claim against AKT from
approximately $44 million to approximately $4.8 million.

AKT shall be allowed a general unsecured claim against Akashic in
the amount of all general unsecured claims against AKT.

Incorporated's intercompany claim against International shall be
allowed against International in the amount of all allowed
general unsecured claims against Incorporated other than any
allowed unsecured claim in favor of the Bank Group.

International shall be allowed a general unsecured claim against
Incorporated in the amount of all claims against International
other than any allowed unsecured claim of the Bank Group.

Akashic's intercompany claim against International shall be
allowed in the amount of $13.3 million and shall be subordinated
to all allowed claims against International.

International's intercompany claim against Strates shall be
deemed a contribution to Strates' capital.

Incorporated's intercompany claim against FSC and FSC's
intercompany claim against Akashic shall be deemed contribution
to the capital of FSC and Akashic respectively. (FSC is a non-
debtor affiliate of the debtors.  FSC owns all of the stock in
Akashic.  Akashic owns all of the outstanding stock of AKT)

AKT and Akashic agree to contribute funds to the Incorporated and
International estates for the cost of prosecuting the Maxtor
Litigation.

StorMedia was an independent supplier of thin film disks for hard
disk drives used in portable and desktop computers, network
servers and workstations.

As of the petition date, Strates owed International approximately
$21 million, International owed Incorporated approximately $36
million and Akashic approximately $13.3 million, AKT owed Akashic
approximately $44 million, Akashic owed FSC approximately $57
million and FSC owed Incorporated approximately $57 million.  The
intercompany claims, if allowed would significantly dilute non-
insider unsecured creditors and cause a significant rearranging
of value among the estates.

The Bank Group contends that Strates and International are
indebted to the Bank Group in the sum of approximately $38.3
million, guarantied by Incorporated, FSC, Akashic and AKT.

The Foothill Group contends that Incorporated and International
were indebted to it in the sum of approximately $9.3 million,
guaranteed by Strates, Akashic and AKT.


STORMEDIA: Settlement Agreement With Foothill
---------------------------------------------
The debtors, Stormedia Incorporated, and its affiliates seek
approval of a compromise of controversy between the debtors, the
Committee of Unsecured Creditors, Foothill Capital Corporation as
agent for the lenders.

The Foothill Group will agree to reduce its claim to $1.35
million.  That sum shall be paid no later than December 15, 1999.  
The parties will execute a release agreement, including a waiver
of any surcharge claims against the Foothill Group, and the
Committee will dismiss its complaint against the Foothill Group
and its objections to the Foothill Group's claims.


STUART ENTERTAINMENT: Committee Authorized To Employ Counsel
------------------------------------------------------------
By order entered on November 9, 1999, the US Bankruptcy Court for
the District of Delaware granted the motion of the Official
Committee of Unsecured Creditors of Stuart Entertainment, Inc. to
employ and retain the law firm of Young, Conaway Stargatt &
Taylor LLP as co-counsel to the Committee.


SUN HEALTHCARE: US Trustee Schedules First Meeting of Creditors
---------------------------------------------------------------
The United States Trustee for Region III has scheduled a meeting
of the Debtors' creditors, pursuant to 11 U.S.C. Sec. 341(a), for
December 10, 1999 at 1:00 p.m., to be held at the Wyndham Garden
Hotel, located at 700 King Street, Salon C in Wilmington,
Delaware.  

All creditors are invited, but not required, to attend.  The
First Meeting of Creditors is the one time in any bankruptcy case
where an officer is required to appear in person and give
testimony under oath in response to questions about the Debtors'
assets, liabilities and financial affairs posed by the United
States Trustee and creditors.  (Sun Healthcare Bankruptcy News -
Issue 5; Bankruptcy Creditor's Service Inc.)


SYSTEMSOFT CORP: First Amended Plan of Reorganization
-----------------------------------------------------
Under the plan of reorganization, Silicon Valley Bank will
receive a two year promissory note from the debtors in an
original principal sum equal to the Allowed Amount of its Class 1
claims.  The plan provides alternative repayment options for
general unsecured creditors which are conditioned upon the
debtor's ability to raise at least $3 million of equity capital
for System Wizard.

Under one alternative System Wizard would be operated as a wholly
owned subsidiary for two years following confirmation.  this
would require the debtor to make quarterly payments to unsecured
creditors totaling $2,050,000 in the two year period following
approval of the plan.  

The other alternative, if the debtor is unable to obtain equity
funding necessary, the debtor shall make cash contributions to
the Creditor Trusts, pursuant to which the Reorganized Debtor
will continue to make quarterly payments to unsecured creditors
totaling $1.45 million.

Classification of Claims and Interests:

Class 1 - Secured Claim held by Silicon Valley Bank. $275,840 -
Impaired.
Class 2 - Allowed unsecured non-priority claims against the
debtor. $6 million. Impaired.
Class 3 - Equity interests in the debtor - canceled on the
Effective Date.


TELEPAD: Deadline For Filing Proofs of Claim
--------------------------------------------
Pursuant to a court order dated November 8, 1999, all creditors
of the debtor holding claims of any kind against the debtor that
arose on or before the Petition Date are required to file, on or
before January 14, 2000, a separate, completed and executed proof
of claim form against the debtor.


TRISM INC: Second Amended Disclosure Statement
----------------------------------------------
The joint plan of reorganization of the debtors, Trism, Inc., et
al, provides for an exchange of the Old Senior Subordinated Notes
for $30 million in New Senior Subordinated Notes and 95% of the
New TRISM Common Stock (subject to dilution by, among other
things, New TRISM Common Stock issued under the Management Stock
Option Plan) and the distribution of 5% of the New TRISM Common
Stock to holders of Old Common Stock Interests (also subject to  
dilution by, among other things, shares of New TRISM Common Stock
issued under the Management Stock Option Plan).  Holders of
general unsecured claims, to the extent not previously satisfied
will, either be reinstated, paid in full in accordance with their
respective terms or otherwise rendered unimpaired.  

Summary of Treatment of Claims:

Class 1  Priority Claims - Unimpaired

Class 2  General Secured Claims - Unimpaired

Class 3  Old Senior Subordinated Note Claims - Impaired - Each
holder shall receive its pro rata share of the New Senior
Subordinated Notes and 1,090,000 shares of New TRISM Common
Stock. (95% of stock)

Class 4 General Unsecured Claims - Unimpaired -

Class 5 Old Common Stock Interests - Impaired -  Each holder
shall receive its pro rata share of 100,000 shares of New TRISM
Common Stock (5% of stock)

Class 6 Subsidiary Equity Interests - Unimpaired


VENCOR: Appoints PricewaterhouseCoopers as Independent Auditor
--------------------------------------------------------------
Vencor's Board of Directors announced the appointment of
PricewaterhouseCoopers LLP as its independent auditors for the
fiscal year ending December 31, 1999 to replace Ernst & Young
LLP, effective November 2, 1999, subject to Bankruptcy Court
approval.  

The Board of Directors was advised by Cleary Gottlieb that the
participation of Ernst & Young in the Company's 1998 spin off
from Ventas, Inc., presents a potential conflict of interest that
would significantly jeopardize the ability of Ernst & Young to be
approved as independent auditors for the Company by the
Bankruptcy Court.  The audit reports of Ernst & Young on the
consolidated financial statements of the Company and
its subsidiaries as of and for the years ended December 31, 1998
and 1997, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to audit scope or
accounting principles.  The opinion of Ernst & Young for the
period ended December 31, 1998 was modified as to uncertainty by
the inclusion of an explanatory "going concern" paragraph
resulting from the Company's net loss in 1998, working
capital deficiency and covenant defaults on its bank loan
agreement.

In connection with the audits for the two years ended December
31, 1998 and 1997, and the subsequent interim period through
November 2, 1999, there were no disagreements with Ernst & Young
on any accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which if not
resolved to the satisfaction of Ernst & Young, would have caused
it to make a reference to the subject matter of the
disagreement in their report.

In connection with the audit of the Company's consolidated
financial statements for the year ended December 31, 1998, Ernst
& Young informed the Company and its Audit and Compliance
Committee of a condition that it believed constituted a material
weakness in the Company's internal controls. Ernst & Young
communicated that certain of the Company's account
reconciliations had not been completed on a timely basis.
Additionally, Ernst & Young stated that there was a lack of
appropriate follow up and resolution of reconciling items,
including adjustments of the accounting records on a timely
basis, and there was a lack of evidence of review of
the reconciliations by an independent person.  Vencor did
reconcile all accounts and recorded the appropriate adjustments
prior to the filing of its Annual Report on Form 10-K for the
year ended December 31, 1998. Ernst & Young advised the Company
that, in completing its audit, it considered
the aforementioned material weakness in determining the nature,
timing and extent of procedures performed to enable it to issue
its opinion on the consolidated financial statements.

Vencor says that it has authorized Ernst & Young to respond fully
to the inquires of PwC concerning these matters.

In a Supplemental Application presented to Judge Walrath, the
Debtors seek authority to expand PwC's engagement to include
auditing services.  PwC will render opinions on the Debtors'
financial statements, provide management and the Audit Committee
with recommendations for improvement in internal control
structure and operation, review tax returns, audit the
Debtors' employee benefit plans in accordance with ERISA, and
assist the Debtors in financial regulatory requirements.  

Stephen Larimore and Joseph Farrell, partners billing $550 per
hour, lead the auditing engagement, assisted by Nick Walker, a
senior manager billing $418 per hour.  The PwC audit
professionals will bill the Debtors at their customary hourly
rates:


          Partners/Principals           $475 to $550
          Managers/Directors            $320 to $450
          Senior Associates             $225 to $300
          Associates                    $150 to $200
          Project Assistants             $90 to $150

(Vencor Bankruptcy News Issue 7; Bankruptcy Creditor's Service,
Inc.)


WASTEMASTERS: Restates 1998 Financials/Offers 1997/98 Comparison
----------------------------------------------------------------
WasteMasters, Inc. is a non-hazardous solid waste services
company that provides collection, transfer, disposal and
recycling services. The company was incorporated in Maryland in
July 1981. In 1998, it initiated an aggressive acquisition
program in order to take advantage of the consolidation of the
solid waste industry. Thus far, WasteMasters has added
1 landfill, 2 hauling companies, 4 recycling facilities, and a
industrial sludge processing facility as a result of the
acquisition of companies that are now WasteMasters subsidiaries.
The company believes that additional acquisition candidates
meeting its acquisition criteria, including "tuck-in"
opportunities, exist within its current and adjacent market areas
and in other prospective markets.

Revenues for the quarter ended June 30, 1998 were $3,960,635 as
compared to $62,558 for the quarter ended June 30, 1997. Losses
were $2,404,431 and $1,260,970 for 1998 and 1997 periods,
respectively.

Revenues for the six months ended June 30, 1998 were $3,967,173
as compared to $223,856 for the six months ended June 30, 1997.
This increase in revenues was the result of the acquisitions that
occurred during 1998.  Net losses were $3,454,754 for the 1998
six month period, and $2,522,263 net loss for the 1997 period.

Revenues for the nine months ended September 30 1998 were
$7,455,215 as compared to $407,064 for the nine months ended
September 30, 1997.  Net losses sustained were $12,337,155 for
the 1998 nine month period, and $4,574,657 net loss for the nine
month period of 1997.

All figures for the 1998 periods constitute restated figures by
Wastemasters, Inc.


WASTEMASTERS: Stock Warrant Plan For Key Employees
--------------------------------------------------
At board meetings of Wastemasters, Inc., in June 1999 and August
1999, the company approved a stock warrant plan for its
directors, officers, and certain key employees and consultants.
The company indicates the stock warrant plan was adopted in order
to reward such persons for continuing to perform services for the
company and its subsidiaries during its financial difficulties
and to provide an incentive for such persons to continue
performing services for the company and its subsidiaries. Under
the stock warrant plan, the company agreed to issue warrants to
eleven persons to purchase a total of 48.5 million shares of
common stock of Wastemasters.  Of the 48.5 million warrants in
the stock warrant plan, 24.5 million warrants have an exercise
price of $0.10 per share, 12 million warrants have an exercise
price of $0.50 per share, and the remaining 12 million
warrants have an exercise price of $1.00 per share. All of the
warrants are exercisable at any time for a period of five years
from the date of issuance. All shares of common stock issued upon
exercise of the warrants will be restricted stock. Two directors
(A. Leon Blaser and Douglas Holsted) and an independent
consultant each received warrants to purchase a total of 12
million shares under the stock warrant plan.  In each case, those
persons received warrants to purchase 4 million shares of common
stock at $0.10 per share, 4 million shares of common stock at
$0.50 per share, and 4 million shares of common stock at $1.00
per share. The minimum exercise price for the warrants is
significantly greater than both the recent bid price and the net
book value for the company's common stock.


WIRELESS ONE: Order Confirms Plan
---------------------------------
On October 28, 1999, the US Bankruptcy Court for the District of
Delaware entered an order confirming the debtor's first amended
plan of reorganization.

                     *********

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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