TCR_Public/991202.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, December 2, 1999, Vol. 3, No. 233
                     
                     Headlines

ACCESSAIR: Shuts Down
CARNATION MANAGEMENT: Case Summary
CENTRAL VERMONT: Plans Bond Exchange Offer
CODON PHARMACEUTICALS: Hearing To Consider Plan Confirmation
DOW CORNING: Judge Approves $3.2 Billion Implant Accord

EAGLE GEOPHYSICAL: Order Extends Time To Assume or Reject Lease
EQUITEX: No Longer Operating As Business Development Company
FLORIDA COAST: Committee Objects To Disclosure Statement
FRANKEL'S HOME: Proposed Settlement with Scotty's
GOSS GRAPHIC SYSTEMS: Despite Lower Net Sales Losses Decline

INCOMNET: Seeks To Extend Exclusivity
LLOYD'S SHOPPING CENTERS: Proposed Sale of Real Property
MONDI OF AMERICA: Taps Keen Realty
NMT MEDICAL: Revenues Improve, Net Losses Decrease
ORBITAL SCIENCES: Questions Raised About Financial Data

PHILIP SERVICES: Announces U.S. Plan Confirmation
PLANET HOLLYWOOD: Disclosure Statement
PLANET HOLLYWOOD: Loses Nearly $100 Million in Third Quarter
RENAISSANCE COSMETICS: Applies For Bar DAte
RUSSELL CAVE: Confirmation of Joint Liquidating Plan

SUN HEALTHCARE: Motion For Approval of Omega Lease Rejection
TALK AMERICA: Disclosure Statement With Respect to Plan
TALK AMERICA: Seeks To Establish Bar Date
TELEGEN: Receives Court Approval & Commitment for Debt Offering
VANGUARD AIRLINES: Sees Net Gain As Revenues Increase

                     *********

ACCESSAIR: Shuts Down
---------------------
AccessAir, which promised low-cost alternative service from the
Midwest to New York and Los Angeles, has shut down.

The Des Moines-based airline, which raised nearly $15 million
from Caterpillar Inc. and several Iowa companies, has filed for
protection from creditors under Chapter 11 of the Bankruptcy Code
and fired 80 percent of its 360 employees. In addition to
Caterpillar, Principal Financial Group, Pioneer Hi-Bred
International Inc., the Farm Bureau and MidAmerican Energy Co.
had provided financial backing.

The airline was designed to provide Iowans and people living in
western Illinois cheaper access to New York and Los Angeles.
Despite the corporate backing, however, business travelers didn't
use the airline.

More than 4,000 customers were left holding tickets.

AccessAir and Iowa Atty. Gen. Tom Miller complained in February
to the U.S. Department of Transportation that the major airlines
were flooding the Iowa area with additional flights and cheaper
tickets in a bid to drive the start-up out of business.


CARNATION MANAGEMENT: Case Summary
----------------------------------
Debtor: Carnation Management Corporation
        (South Bronx Medical Complex)
        427 East 138th Street
        Bronx, New York 10454

Court: Southern District of New York

Case No: 99 46236
Debtor's Attorney:

Gilbert A. Lazarus
Lazarus & Lazarus, P.C.
240 Madison Avenue
8th Floor
New York, NY 10016
(212) 889-7400
Fax : (212) 684-0314

Total Assets - $3-$3.25 million
Total Liabilities $7.16 million (approx.)
Filed liquidated secured debt - $5.2 million (approx.)

Shares of common stock 20

Type of Business: Private Medical Facility

20 Largest Creditors:
Creditor                            Amount
--------                            ------
Marciano Construction               $230,000
Best Monitoring Ltd./Best Alarms     $78,000
Bronx County Air Conditioning Corp.  $40,000
Weinbaum William & Shirley           $50,000
Adar Electric                        $45,500
Kasar                               $130,000
Business Wizard Inc.                 $75,000
Allstate Medical Supplies            $24,501
Robert Borsody                       $23,325
Towne Partners                       $62,992
Universal Consulting                 $24,500
Nextlink                              $9,418
Xerox Corp.                           $9,440
Caligor                               $9,706
Richard B. Rafal MD                  $18,250
J. Grossman MD                       $10,500
The Guardian                         $22,725
Martinez Cleaning Company Inc.       $12,004
Montgomery Stationery & Printing     $10,216
CTI                                  $14,306


CENTRAL VERMONT: Plans Bond Exchange Offer
------------------------------------------
Central Vermont Public Service Corporation, in a prospectus
filed with the Securities and Exchange Commission, is proposing
an offer to exchange up to $75,000,000 worth of new 8 1/8 %
Second Mortgage Bonds due 2004 for any and all outstanding
8 1/8 % Second Mortgage Bonds due 2004.  The prospectus and
accompanying letter of transmittal relate to the company's
proposal to make the exchange for new bonds which will be
freely transferable, for any and all outstanding 8 1/8%
Second Mortgage Bonds due 2004 issued on July 30, 1999,
which have transfer restrictions.

The terms of the new bonds are substantially identical to the
old bonds, except for transfer restrictions, registration
rights and liquidated damages.  All old bonds that are
validly tendered and not validly withdrawn will be exchanged.
Tenders of old bonds may be withdrawn at any time prior to
expiration of the exchange offer.  Holders of old bonds do not
have any appraisal or dissenters' rights in connection with
the exchange offer.  Old bonds not exchanged in the exchange
offer will remain outstanding and be entitled to the benefits
of the Indenture, but, except under limited circumstances,
will have no further exchange or registration rights under
the Registration Rights Agreement.

The company does not intend to apply for listing of the new
bonds on any securities exchange or to arrange for them to
be quoted on any quotation system.  The only conditions to
completing the exchange offer are that the exchange offer
not violate applicable law or any applicable interpretation
of the staff of the Securities and Exchange Commission and
no injunction, order or decree has been issued which would
prohibit, prevent or materially impair the company's ability
to proceed with the exchange.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the new
bonds. The information in the prospectus filed with the SEC
is not complete and may be changed. In fact, Central Vermont
Public Service may not exchange the securities until the
registration statement filed with the Securities and Exchange
Commission relating to the securities is effective.

For further information on the exchange offer access
http://www.sec.gov/cgi-bin/srch-edgar?0000950130-99-006519
on the Internet, free of charge.


CODON PHARMACEUTICALS: Hearing To Consider Plan Confirmation
------------------------------------------------------------
By order dated November 15, 1999, the US Bankruptcy Court for the
District of Delaware approved the amended joint Disclosure
Statement regarding the second amended liquidating Chapter 11
plans of Codon Pharmaceuticals, Inc. and Oncor, Inc.

On January 12, 2000, at 12:30 PM a hearing will commence before
the Honorable Joseph J. Farnan, Jr. to consider confirmation of
the second amended liquidating plans.

Treatment of classes and claims pursuant to the Oncor plan:

Class 1 - NTFC Capital Corp. Secured Claim. Unimpaired. Total
Claims $18,435 Estimated Recovery:100%

Class 2 - Other priority Claims. Unimpaired. Total
Claims:$12,600. Estimated Recovery:100%

Class 3 - General Unsecured Claims - $10.25 Million Total
holders: approximately 400. Impaired. Estimated Recovery 46-93%

Class 4 - Subordinated Promethean Unsecured Claims. Impaired.
Total Claims: $8.97 Million -  Holders: 3 Estimated Recovery: 0

Class 5 - Equity Interests - Impaired and deemed to reject the
plan.  Total holders: Approximately 471.  Each holder of an
equity interest shall not receive any distribution under this
plan on account of such equity interest and such equity interest
shall be canceled on the Effective Date.


Codon Classes of Claims and Equity Interests:

Class C1: General Unsecured Claims - Total Claims: $22,736.
Impaired.  Approximately 150 holders. Estimated Recovery: 0-1%

Class C2: Equity Interests - Impaired and deemed to reject the
plan. Total holders: 1  - Canceled on the Effective Date.


DOW CORNING: Judge Approves $3.2 Billion Implant Accord
-------------------------------------------------------
The Washington Post reports on December 1, 1999,
A federal bankruptcy judge yesterday paved the way for Dow
Corning Corp. to pay out $ 3.2 billion to settle claims by some
170,000 women who say they were injured by the company's silicone
breast implants.

Judge Arthur Spector, who announced the ruling yesterday in
Michigan, said he will give full details in an opinion to be
handed down next week. But Dow Corning's lawyers said the judge
essentially approved a July 1998 proposal that was submitted
jointly by Dow Corning, implant recipients and other creditors to
end one of the most protracted and acrimonious disputes in
American jurisprudence.

For those who choose to accept a settlement, the plan offers
specific monetary damages for the various problems linked to the
devices. Women whose implants ruptured or leaked can get up to $
25,000, and women who want to remove their implants can get $
5,000 for the procedure. Those claiming that the devices caused
systemic illness such as ailments of the immune system will be
able to get as much as $ 300,000. Dow Corning says that 94
percent of women with claims against the company have said they
will settle.

"We've got a great step forward in both concluding the Dow
Corning bankruptcy case and concluding the breast implant
controversy for Dow Corning," said Barbara Houser, the lead
bankruptcy lawyer for the company.

The battle over the implants has been held up as a textbook
example of the inherent conflicts between science and law. Cases
were filed on behalf of sick women long before sound scientific
studies had been performed to show whether or not silicone causes
disease, and no study since then has found a strong link
between implants and diseases like lupus and scleroderma. The
companies that made implants--Dow Corning was the biggest--have
long contended that the women's illnesses were caused by
something other than silicone. The women and their attorneys have
countered that the studies, many of which were funded by the
industry, don't tell the whole story.

The $ 3.2 billion for implant recipients is part of a larger $
4.5 billion settlement with all of Dow Corning's creditors,
including financial institutions and health-care companies. Of
the $ 3.2 billion, women who decide not to accept the settlement
can use $ 400 million to pursue litigation. Those opting to
litigate will not be allowed to sue Dow Corning's corporate
parents, Dow Chemical Co. and Corning Corp., nor will they be
able to receive punitive damages if they win their cases.

"Obviously, we are pleased with the judge's decision," said
Edward Blizzard, a Houston attorney who represented implant
recipients on the committee of creditors. Blizzard said that he
and his clients look forward to the next step in the process--a
ruling from a judge in a higher court that will actually put
into place the procedures for settlement, and for opting out of
the settlement. After that step, which could come within two
months, "the women can begin receiving the benefits of the plan
that they've waited for so long," Blizzard said.

In a court-ordered vote among the Dow Corning implant recipients,
94 percent favored the bankruptcy plan--an unusually favorable
percentage in bankruptcy proceedings, Houser said. Relatively few
women are expected to pursue the individual lawsuits allowed
under the plan, Blizzard said, though he added that he would
review the settlement offer with each of his clients and expected
that some would sue.

Not everyone is pleased with the bankruptcy plan. Among them are
attorneys representing implant recipients who live outside of the
United States and who will receive less money under the
settlement than their U.S.-based counterparts. An appeal based on
these concerns could further delay final action on the plan.

Another critic is attorney Geoffrey White of Reno, Nev., who
represents 49 women in cases against Dow Chemical. White called
Judge Spector's ruling a "shocking decision," because it wipes
out legal rights granted to his 50 clients by the Nevada courts
to sue Dow Chemical.

During the long controversy over implants--which have been used
in America since 1963--the science underlying the cases has
shifted considerably. In 1988, the Food and Drug Administration
called for research into implant safety. Unsatisfied with the
evidence the companies provided, FDA Commissioner David A.
Kessler in 1992 ordered the devices off the market, except for
use in reconstructive surgery and replacement of prior silicone
implants.

With the moratorium, litigation boomed. Yet scientific evidence
showing that the implants were or were not safe had yet to
emerge. No one disputes that so-called "local complications" such
as infection following surgery occur in as many as 24 percent of
cases, and many implants break or cause painful tissue
contraction and scarring.

Many of the lawsuits, however, have focused on much broader
patterns of illness that the recipients blamed on implants:
debilitating diseases of the immune system that resembled lupus,
fibromyalgia and scleroderma and included symptoms like joint
pain, inflammation and profound fatigue.

A series of studies which began to appear in the mid-1990s found
no strong link between these diseases and implants. But none of
the studies has been able to definitively rule out that implants
may increase the risk for rare tissue diseases, or new, atypical
disease.

By the 1990s, hundreds of thousands of cases clogged the courts.
Implant makers in 1993 offered to settle all claims for $ 4.25
billion--an agreement that collapsed as the number of claims grew
beyond the ability of the fund to pay. (The other major implant
makers subsequently proposed another settlement, and have paid
out hundreds of millions of dollars in claims.) Then, in May
1995, Dow Corning sought Chapter 11 bankruptcy protection. Prior
proposals by the company to emerge from bankruptcy protection
have been rejected by the judge.


EAGLE GEOPHYSICAL: Order Extends Time To Assume or Reject Lease
---------------------------------------------------------------
By order of the US Bankruptcy Court for the District of Delaware,
entered on November 19, 1999, the debtors, Eagle Geophysical,
Inc., et al. are granted a further extension of the period within
which the debtors  must assume or reject an unexpired lease
covering real property located at 209 Eighth Avenue SW, Suite
600, Calgary, Alberta, Canada.


EQUITEX: No Longer Operating As Business Development Company
------------------------------------------------------------
On January 4, 1999, Equitex, Inc., filed with the Securities
and Exchange Commission to withdraw its election to be
treated as a business development company and elected to
be treated for a maximum period of one year as a "transient
investment company" as that term is defined in the Investment
Company Act of 1940. A business development company is a
form of closed-end, non-diversified investment company under
the Investment Company Act.  As a result of the company's
acquisition during the third quarter of First Bankers Mortgage
Services, Inc., Equitex is no longer operating as a transient
investment company but as a fully operating company.

Revenues for the quarter ended September 30, 1999 were $679,728
as compared to pro-forma revenues of $204,272 at September
30, 1998 and actual revenues of $16,248 for the company's
business development company operations for the same period.
For the nine months ended September 30, 1999, revenues were
$1,676,582 compared to pro-forma revenues of $209,182 and
actual revenues of $417,649 at September 30, 1998.  For the
three months ended September 30, 1999, Equitex recorded a
net loss of $1,001,275 as compared to pro-forma net loss of
$446,092 for the quarter ended September 30, 1998.  For the
nine months ended September 30, 1999, the company recorded a
net loss of $2,197,908 as compared to pro-forma net loss of
$1,633,700 for the nine months ended September 30, 1998.


FLORIDA COAST: Committee Objects To Disclosure Statement
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Florida Coast
Paper Holding Company, LLC et al. objects to the proposed
Disclosure Statement in respect of Florida Coast Paper Company,
LLC and its affiliated debtors.

The Committee asserts that the Disclosure Statement fails to set
forth sufficient information which would allow unsecured
creditors to make an informed investment decision on whether to
accept or reject the proposed plan.

In particular, the Company points out that unsecured creditors
would receive in cash, the pro rata share of the lesser of 10%
Of the aggregate allowed unsecured claims or $1.6 million, yet
the Disclosure Statement fails to set forth the value or even an
estimate of the allowed unsecured claims.

The Committee states that "the proposed plan is nothing more than
a private deal cobbled together between Stone and the Noteholders
under which Stone would obtain ownership of the paper mill -- the
debtors' most significant asset --- by paying off the Notheolders
at the expense of the unsecured creditors."  In substance, the
Committee states that Stone is purchasing the Noteholders' claims
in exchange for the paper mill and a general release from the
world.  The proposed plan is a result of an undisclosed "deal"
among Stone and Four M which they have "dressed up" to effectuate
a discharge in direct violation of the Code.

The Committee also asserts that plan is based on the assumption
that the noteholders have a valid, perfected and enforceable lien
on all assets of the debtors' estates including a lien on the
proceeds of the litigation between the debtors and Stone
concerning the Output Purchase Agreement.  The Committee states
that the noteholders do not have such a lien.


FRANKEL'S HOME: Proposed Settlement with Scotty's
-------------------------------------------------
AS of the Petition Date, the debtor, Frankel's Home Furnishings,
inc. and Scotty's Inc. were parties to a certain Licensing
Agreement pursuant to which the debtor operated flooring and
linen departments in the Scotty's stores. The court approved an
asset purchase agreement with Scotty's pursuant to which
substantially all of the debtor's assets located within its
Scotty's licensed departments were sold to Scotty's.

Pursuant to the asset purchase agreement, the License Agreement
will terminate.  Following the closing of the agreement, the
debtor received approximately $5.4 million from Scotty's toward
the purchase price of the assets.

The parties then became involved in certain controversies with
regard to the remainder of money owed to the debtor.  The
settlement agreement provides that Scotty's will pay to Frankel's
the sum of $240,000 in full settlement of all amounts owed under
the Asset Purchase agreement.


GOSS GRAPHIC SYSTEMS: Despite Lower Net Sales Losses Decline
-----------------------------------------------------------
Goss Graphic Systems, Inc. produces newspaper, insert, and
commercial printing press systems.

The company's net sales for the fiscal quarter ended September
30, 1999 decreased by 64.0% or $199.7 million to $112.2 million
compared to the quarter ended September 30, 1998 when net sales
were $311.9.  Net sales for the first nine months of 1999
were $422.1 million, a decrease of $236.0 million or 35.9 %
from the $658.1 million in the first nine months of 1998.

Net losses experienced by the company in the quarter ended
September 30, 1999 were $37.9 million as compared to net losses
in the same quarter of 1998 of $68.3 million. The net losses
in the first nine months of 1999 were $93.5 million compared to
net losses in the first nine months of 1998 of $104.0 million.

The company has been operating under the protection of the
Bankruptcy Court and during the Chapter 11 proceedings the
company plans to continue to pay employee wages, salaries and
benefits as usual. The company will pay for the post-petition
delivery of goods and services in the ordinary course of
business.  According to the company, under the restructuring
plan, the claims of all creditors, including trade creditors,
will either not be impaired by the plan or will be paid in
full over time.


INCOMNET: Seeks To Extend Exclusivity
-------------------------------------
The debtors, Incomnet Inc. and its affiliate ask that the court
extend exclusivity for 90 days.  The debtors detail that there is
good cause to extend the exclusivity periods.  The cases are
large, and the debtors' operations are "unusually complex."

Incomnet states that it is seeking an investor to recapitalize
the company and to finance the company's reorganization.  
Incomnet has already begun discussions with potential investors,
some of who are pre-petition creditors.  These discussions have
revealed that Incomnet has an appreciable going-concern value.  
Incomnet believes that it will successfully locate an investor.  
The debtors ask that the court enter an order extending the time
during which only Prime Matrix may file a plan of reorganization
and solicit acceptances to the plan until at least March 31, 2000
and May 31, 2000 respectively.


LLOYD'S SHOPPING CENTERS: Proposed Sale of Real Property
--------------------------------------------------------
The US Bankruptcy Court for the Southern District of New York
approves of the proposed sale by the debtor, Lloyd's Shopping
Centers, Inc. of the debtor's real property together with
buildings and improvements thereon in Middletown, NY. The
purchaser is DPSW Holdings I LLC.  The purchase price is $5.2
million, and any initial competing bid must be at least $5.65
million.  A break up fee of $350,000 will be paid to the
purchaser in the event of a closing of a sale to a third party.


MONDI OF AMERICA: Taps Keen Realty
----------------------------------
The debtors, Mondi of America, Inc. and its affiliates seek
authority to retain and employ Keen Realty Consultants Inc. as
real estate consultant for the purpose of marketing and
auctioning the debtors' properties.  Keen's fees will be the
greater of 5% of the gross proceeds of a transaction or $2,000,  
provided that such transaction results in the payment of at least
$2,000 in gross proceeds to the debtors.


NMT MEDICAL: Revenues Improve, Net Losses Decrease
--------------------------------------------------
NMT Medical, Inc. (formerly Nitinol Medical Technologies,
Inc.) designs, develops and markets innovative medical
devices that utilize advanced technologies and are delivered
by minimally invasive procedures. The company's products are
designed to offer alternative approaches to existing complex
treatments, thereby reducing patient trauma, shortening
procedure, hospitalization and recovery times and lowering
overall treatment costs. The company's patented medical
devices include self-expanding stents, vena cava filters and
septal repair devices (the CardioSeal Septal Occluder). The
company's stents have been commercially launched in Europe
and in the United States for certain indications, its vena
cava filters are marketed in the U.S. and abroad and the
CardioSEAL Septal Occluder is in the clinical trials stage
in the U.S. and is sold commercially in the U.S. for certain
humanitarian uses only, and in Europe and other international
markets. As a result of the company's acquisition on July 8,
1998 of Elekta Neurosurgical Instruments, the neurosurgical
instruments business of Elekta AB, a Swedish corporation
(Elekta AB), which the Company operates through its NMT
Neurosciences division, the company develops, manufactures,
markets, and sells specialty implants and instruments for
neurosurgery including cerebral spinal fluid shunts, the
Selector Ultrasonic Aspirator, Ruggles Surgical Instruments,
the Spetzler Titanium Aneurysm Clip and endoscopes and
instrumentation for minimally invasive surgery.

NMT's revenues for the three months ended September 30, 1999
increased to $12.7 million from $12.2 million for the three
months ended September 30, 1998.  The company's net loss on
the $12.7 million revenue was $0.9 million as compared with
the 1998 same quarter net loss of $4.3 million.

Revenues for the nine months ended September 30, 1999 increased
to $36.0 million from $19.0 million for the nine months ended
September 30, 1998.  Again, net loss was down in the 1999
nine month period to $0.5 million, whereas in the same 1998
nine month period net loss was $3.4 million.


ORBITAL SCIENCES: Questions Raised About Financial Data
-------------------------------------------------------
Orbital Sciences Corporation is working to resolve certain
pending questions relating to previously published financial
data, which may also affect current financial data.
Accordingly, the financial information supplied by the
company is preliminary. The company's current auditors have
raised questions arising out of prior year valuations of the
company's subsidiary, Magellan Corporation, reflected in
the company's audited 1997 and 1998 financial statements.
These questions are still under review, and the effect
of a change in previously audited and unaudited financial
statements as well as current financial statements, if any,
relating to Magellan has not yet been determined.  In addition,
the company's current auditors have questions pertaining to
the company's accounting for certain transactions related
to its investments in Orbital Imaging Corporation and CCI
International, N.V.  There can be no assurance that the
company's current auditors or its previous auditors will not
raise additional questions.

Final resolution of these matters, including the determination
of the impact of any resultant changes, has not been
completed. Accordingly, the financial information given here
may change as a result of resolution of the issues that remain
under discussion. The company is seeking to resolve these
matters as expeditiously as possible. Once the outstanding
issues are resolved, the company plans to publish revised
financial data.

Preliminary financial information shows the company had net
revenues, in the quarter ended September 30, 1999 of $248,914
with net losses of $32,649.  In the same quarter of 1998 net
revenues were reported as $197,688 with net losses of $1,490.
The latter figures have been restated by the company.

The first nine month period of 1999 shows preliminary reports
of $685,538 in net revenues with $71,507 in net losses.
In the first nine months of 1998 the company showed restated
net revenues of $558,363 and net losses, restated, of $12,191.

Orbital's operations are organized into three business sectors,
which correspond to different product and service types,
the different markets served by such products and services,
and the manner in which these products and services are
managed. Orbital's three business sectors are: space and
ground infrastructure systems, satellite access products and
satellite services. Space and ground infrastructure systems
include launch vehicles, satellites and related space systems,
electronics and sensor systems and transportation management
systems, and satellite ground systems, software, mapping and
land information services. Satellite access products include
satellite-based navigation, positioning and communications
products. Satellite services include satellite-based mobile
data communications services, satellite-based remote imaging
services, satellite-based automotive information services
and satellite-based voice communications services.


PHILIP SERVICES: Announces U.S. Plan Confirmation
-------------------------------------------------
Philip Services Corp. (TSE/ME:PHV) announced that its U.S. Plan
of Reorganization has been confirmed under Chapter 11 of the U.S.
Bankruptcy Code. The Company has already received approval under
the Companies Creditors' Arrangement Act ("CCAA") for its
Canadian Amended and Restated Plan of Compromise and Arrangement.
With confirmation in both the Canadian and U.S. Courts, Philip
will undertake the legal and administrative steps necessary over
the next month to implement its Plan of Reorganization.

The Company has received a commitment from Foothill Capital
Corporation to provide a US $175 million exit working capital
facility. The commitment is subject to customary closing
conditions and completion of documentation. The facility will
support Philip's ongoing working capital requirements over the
next thirty months. Obtaining the exit working capital commitment
was the last step necessary for Philip to seek final confirmation
under Chapter 11.

"This final U.S. Court approval is a milestone event for Philip
Services," said Anthony Fernandes, President and Chief Executive
Officer. "We have conquered many challenges and we are a
stronger, more unified company because of it. Now we are going to
tap this collective talent so that we can realize our potential.
With the approval of both Courts our management team and all our
employees can now focus their energy on building a profitable
company."

As part of final Plan implementation, Philip will convert
existing secured debt of US $1 billion into US $250 million in
secured debt and US $100 million in convertible payment-in-kind
notes. Over US $140 million in existing unsecured debt will be
converted into US $48 million in payment-in-kind notes and US $18
million in convertible payment-in-kind notes. Upon final Plan
implementation, 24 million shares will be issued by Philip
Services (Delaware), Inc. on a pro rata basis to its secured
lenders (91%), unsecured creditors (5%), class action claimants
(1.5%), other equity claimants (0.5%) and existing shareholders
(2%). Shareholders of record on the date of Plan implementation
will receive their pro rata share of 480,000 common shares of the
restructured Company, or one share for every 273 shares held.

Philip Services is an integrated metals recovery and industrial
services company with operations throughout the United States,
Canada and Europe. Philip provides diversified metals services,
together with by-products management and industrial outsourcing
services, to all major industry sectors.


PLANET HOLLYWOOD: Disclosure Statement
--------------------------------------
The debtors expect the consummation of their plan of
reorganization in conjunction with the continued implementation
of their new business strategy to result in a reduction of more
than $180 million in principal and accrued interest on their pre-
petition debt; and adequate cash flow to fund such obligations
and the company's operations.  The operations restructuring plan
is the premise for a capital restructuring that has been agreed
to between Planet Hollywood International ("PHI") and Holders of
over $200 million of the $250 million principal amount of PHI's
12% Senior Subordinated Notes due 2005 and forms the basis for
the plan.

The plan of reorganization contemplates a $30 million infusion of
new equity by a group of investors organized by Robert Earl,
PHI's current Chairman and CEO in exchange for approximately 70%
of the equity of the reorganized Planet Hollywood International;
a debt facility in the form of New Senior Secured Notes totaling
up to $25 million, and up to a $15 million post-Effective Date
secured Working Capital Facility.

The plan provides for the payment of $47.5 million of cash, the
issuance of $60 million of new secured PIK Notes and equity
totaling approximately 26.5% of reorganized Planet Hollywood
International to the holders of Old Senior Subordinated Notes.  
An alternative distribution would substitute up to $25 million of
New Senior Secured Notes and other consideration for a portion of
the cash distribution.

Classification and treatment of Claims and Interests:

Class 1 Priority Claims - Unimpaired - $0

Class 2 The SunTrust Claims - Unimpaired - Commitments under the
SunTrust Agreements in the aggregate amount of $2.5M

Class 3 Miscellaneous Secured Claims - Unimpaired - Estimated
Amount $2M

Class 4 Convenience Claims - Unimpaired - Allowed Unsecured
claims of $2,000 or less. Estimated number of claims, 1,900
holders. The payment is expected to total approximately $1.5
million.

Class 5 Old Senior Subordinated Notes Claims - Impaired. The
distribution is estimated to be approximately 40%.

Class 6  General Unsecured Claims - Impaired. Claims aggregate
approximately $22.5 million.  The distribution is estimated to be
approximately 40% of the allowed claim of each holder of a
general unsecured claim.

Class 7  Landlord Settlement Agreement Claims - Unimpaired. Post-
petition date cash payment is approximately $896,000.

Class 8  Old Common Stock - Impaired. Shares of Class A and Class
B Common Stock, par value $.01 per share, of PHI - pro rata share
of New Warrants provided that not less than ten New Warrants will
be distributed to any holder. Holders of less than 5,450 shares
of Old Common Stock will receive no consideration.  If Class 5 or
6 reject the plan, Class 8 interests will be cancelled as of the
Effective Date.

Class 9  Claims for Issuance of Old Common Stock - Impaired.  No
consideration or property under the plan, cancelled as of the
Effective Date.

Class 10 Intercompany claims - Unimpaired.

Class 11 Intercompany Interests - Unimpaired


PLANET HOLLYWOOD: Loses Nearly $100 Million in Third Quarter
------------------------------------------------------------
THE ORLANDO SENTINEL reports on December 1, 1999 Planet Hollywood
International Inc. lost nearly $100 million in the third
quarter and doesn't expect an annual profit again until fiscal
2004.

The Orlando-based company, which filed for bankruptcy court
protection in October, said in a recent federal filing that it
has completed a reorganization plan in which founder Robert Earl
would retain his chief executive officer title during the
company's ambitious recovery effort.

But the plan submitted to U.S. Bankruptcy Court in Delaware calls
for creditors to have a say in the appointment of other top
executives as well as control of two seats on a new, seven-member
board of directors.

The filing with bankruptcy court and the Securities and Exchange
Commission notes that the restructuring plan has been agreed to
by a committee for unsecured creditors as well as the largest
group of creditors - holders of more than 80 percent of $250
million in bonds.

A new, $25 million debt issue, secured by substantially all of
the restructured company's assets, would replace the old bonds.
Company officials said they are confident the plan, which also
calls for a $30 million investment of new capital by Earl and
other key insiders, will get the business back on sound financial
ground.

"Planet Hollywood International projects having ample liquidity,
post-bankruptcy, to fund capital improvements, marketing and
advertising needs, in addition to the debt-service requirements
under the plan," the company said in its filing.

Earl said Tuesday he hopes the company can get the Chapter 11
petition completed and confirmed by the court sometime in
January, to make what he previously pledged would be a "speedy
exit" from bankruptcy court. A Chapter 11 bankruptcy allows a
company to operate with court protection while it restructures
and sheds debt that it cannot repay, without totally liquidating
the business.

"We have our heads down preparing for the future. Everything is
moving forward," Earl said.

But in an attachment to the reorganization plan, the company
projects that it will lose more than $17 million annually in both
fiscal 2000 and 2001, another $11.8 million in 2002 and $4.7
million in 2003. It expects to return to full-year profitability
in 2004 with projected earnings of $3.4 million.

Before the bankruptcy filing, the company's top executives had
said they expected to return to profitability sometime in 2000,
though they did not say that it would be enough to ensure a
profitable full year. In the third quarter that ended in
September, the company lost $96 million, or 88 cents a diluted
share, on revenue of $80.4 million. In the same period a year
ago, the company lost $10 million, or 9 cents a share, on revenue
of $110.3 million.

An analyst who has followed the company in recent years, New
York-based bond expert Stephen Schoene, with Miller Tabak Hirsch
& Co., said he was still reviewing the voluminous reorganization
document but saw no surprises in his initial reading.

"My gut feeling is that it's pretty much what they've been
talking about all along," Schoene said Tuesday.

He added that he could draw no immediate conclusions about the
prospects for the company's future health based on the company's
projections. Planet Hollywood stock closed Tuesday at 10 cents a
share.


RENAISSANCE COSMETICS: Applies For Bar Date
-------------------------------------------
The debtors, Renaissance Cosmetics, Inc., et al. seek an order
establishing a final bar date in these cases by extending until
January 31, 2000 the final date for filing proofs of claim.


SUN HEALTHCARE: Motion For Approval of Omega Lease Rejection
------------------------------------------------------------
As of the Petition Date, the Debtors were parties to more than
376 unexpired leases of real property in connection with the
Debtors' long-term care facilities in the United States.  Those
leases are held by approximately 100 landlords.  Most of the
long-term care facilities house elderly and infirm persons who
require full-time nursing care.  Providing health care services
to those patients is the paramount business of the Debtors'
estates.

During the six-month period prior to the Commencement Date, the
Debtors, their financial advisors, Ernst & Young LLP, and their
legal counsel, Weil, Gotshal & Manges, performed an extensive
analysis of the profitability of the Debtors' facilities and the
legal status of the facility leases.  This analysis included,
among other things, reviewing (i) revenue and expense items, (ii)
the locations of the Debtors' facilities and geographic mix of
the Debtors' overall facility portfolio, and (iii) the terms of
the facility leases and master leases.  The Debtors, with the
assistance of E&Y, identified profitable and unprofitable or
otherwise undesirable facilities.  As a result of such analysis,
the Debtors determined that it was in their best interest to
dispose of certain facilities held in their portfolio in a manner
that is consistent with the goal of ensuring at all times the
health and safety of their patients.

While the Debtors' have over 100 landlords in connection with
their facility leases, a large number of their facilities are
leased from approximately ten landlords.  A number of the
Debtors' landlords approached the Debtors regarding their leases
during the prepetition period.  The Debtors made the
determination to engage in negotiations with certain of
those landlords.  As a result of these discussions, the Debtors
developed certain guidelines to ensure that the return of any of
the Debtors' facilities to the Debtors' landlords was effected in
the most orderly manner possible.  In that regard, the Debtors
and their professionals prepared form transfer of operations
agreements and management agreements to govern such transfers.

As part of this general process for analyzing their facility
portfolio, the Debtors engaged in negotiations, under the
circumstances described below, with their largest landlord,
Omega, in respect of the fifty-four facilities the Debtors leased
from Omega.  Those fifty-four facilities are located in
the states of Iowa, Texas, Kentucky, California, Ohio, West
Virginia, North Carolina, Washington, Idaho, Massachusetts,
Florida, Illinois, Louisiana, Alabama, Tennessee, and Indiana and
leased pursuant to seven master leases.  On or about May 28,
1999, Omega delivered notices of default with respect
to each of the Leases, pursuant to which the Debtors were advised
that they had failed to pay certain Minimum Rent and Additional
Charges (as defined in the Leases), and that the failure to cure
these defaults within two business days after the notice would
constitute Events of Default (as defined in the Leases) under the
respective Leases.  On or about September 3, 1999, Omega
delivered notices of termination with respect to each of the
Leases, pursuant to which the Debtors were advised that they had
not cured all the defaults described in the notices of default,
and pursuant to the applicable Leases, (a) Events of Default had
occurred, and (b) as a result of the Events of Default, the
Leases would terminate on September 13, 1999.

It is the position of the Lessors that the Debtors failed to cure
the Events of Default on or before the Commencement Date, and
that the Leases terminated prepetition.  The Debtors have
contested this assertion and expressly reserve their rights with
respect to the issue of termination of the Leases.  The Debtors
were approached by the Lessors to explore negotiations concerning
the continued use of existing facilities and the return of those
facilities deemed unprofitable.  In that regard, after
negotiations with the Lessors, the Debtors determined to assume
the leases for 50 facilities and reject the leases for 4
facilities and return these 4 facilities to the Lessors in an
orderly manner that ensured the health and safety of the
resultant patients.  In view of the potential protracted
litigation with the Lessors concerning the status of their
Leases, the Debtors determined it was appropriate to achieve a
global resolution of all issues surrounding the Leases.  Prior to
the Commencement Date, the Debtors reached an agreement with the
Lessors, the terms of which are embodied in the Forbearance
Agreement and Operations Transfer Agreement.

Pursuant to the settlement with the Lessors, the Debtors will be
rejecting and returning to the Lessors four facilities (the
"Rejected Lease Facilities") that the Debtors previously had
determined to return to the Lessors.  The Debtors expect to save
approximately $3.2 million annually through this disposition and,
in addition, the Lessors have waived substantial rejection damage
claims relating to the Rejected Leases.  In addition, the Debtors
will be assuming and keeping fifty facilities subject to the
Assumed Leases (the "Assumed Lease Facilities") that the Debtors
determined to hold as an integral part of their facility
portfolio going forward.  Accordingly, the Debtors have concluded
that assumption of the Assumed Leases is appropriate and in the
best interests of their estates.

The Forbearance Agreement sets forth the terms of the agreed
transaction and the periods during which the Debtors and the
Lessors agree to forbear as both parties attempt to implement and
effectuate the details of the general transaction.  The
Forbearance Agreement also describes the terms of
the rejection of the Rejected Leases.  Generally, it provides
that (i) certain assets relating to the Rejected Leases will be
transferred to the Lessors; (ii) there will be a pro-ration of
liabilities between the Lessors and the Debtors as of the
effective date of the transfer of operations; and (iii) the
Lessors and Debtors have respective obligations to fund working
capital for operations for certain periods.  The Debtors
recognize that their most important priority is the health and
safety of their patients and, accordingly, the transactions with
Omega are designed to ensure efficient and safe continuity in the
operations of the Rejected Lease Facilities.  The Operations
Transfer Agreement provides for the specifics governing the
transfer of operations from the Debtors to the Lessors.  The
Forbearance Agreement also describes the terms of assumption of
the Assumed Leases.  Generally, the Forbearance Agreement
provides that (i) the Debtors have an obligation to cure the
designated monetary defaults prior to assumption; (ii) the
Debtors and the Lessors have certain agreements as to
the enforceability of certain non-monetary defaults; (iii)
certain of the Assumed Leases have been amended; (iv) the Lessors
have certain rights in respect of certain security deposits on
the Assumed Leases; (v) the Debtors and Lessors have agreed to
certain releases and waivers; and (vi) the master leases and
cross-default provisions of the Assumed Leases are
enforceable.

The Debtors are mindful of the fact that the request for
assumption and rejection of the Leases comes at an early point in
these chapter 11 cases.  However, it was for this reason that the
negotiations between the Debtors and Lessors were protracted and
intense.  The result of these negotiations is a series of
agreements between the Debtors and the Lessors which
effectuates a fair and reasonable settlement of all issues
relating to the Leases.  The Debtors believe that this settlement
will clear the way for consensual agreements with other major
landlords with respect to facilities which the Debtors wish to
dispose of, thereby assuring the Debtors that their most vital
asset -- the nursing home facilities -- will continue to
operate without interruption. (Sun Healthcare Bankruptcy News
Issue 6; Bankruptcy Creditor's Service, Inc.)


TALK AMERICA: Disclosure Statement With Respect to Plan
--------------------------------------------------------
Pursuant to the Disclosure statement of Talk America, Inc., the
debtor proposes to pay general unsecured creditors in full by the
close of 2003, by virtue of future revenues.

Classification and Treatment of Claims and Interests:

Class 1 - All allowed secured claims, if any, held by KeyCorp. in
connection with the Beacon Sale, KeyCorp. was allowed a secured
claim of $1 million of which $360,000 has been paid from Beacon
sale closing proceeds. Impaired. Claims to be satisfied in
accordance with the terms of the Beacon Sale Order.

Class 2 - All allowed secured claims, if any, held by NTFC
Capital Corp.
Unimpaired.  

Class 3 - All allowed secured claims, if any, held by Greenpages
of $27,733. Unimpaired.

Class 4 - Allowed secured claims held by Paymentech. Allowed
secured claim of $1.4 million. Impaired. The holder of the class
4 claims shall retain all liens provided by the Paymentech Order,
the Paymentech Term Sheet and the Beacon Sale Order.  Class 4
claims shall be satisfied in accordance with the terms of the
Paymentech Plan Memorandum.  Without limitation, as Refund Claims
are satisfied, the class 4 claim shall be reduced dollar for
dollar.

Class 5 - Allowed secured claims and all priority claims, if any,
held by the City of Portland for personal property taxes.  The
city asserts claims aggregating over $130,000, contested by the
debtor.  Unimpaired.

Class 6 - All allowed priority claims, if any held by employees.
The debtor estimates an aggregate amount of $8,997. Impaired.
To be satisfied by payment in cash in the full amount on or
before the Effective Date.

Class 7 - Allowed unsecured claims of holders of refund claims -
total $2,064. Impaired. Claimants shall be paid in full by aping
on account of such holders the Excess Reserve Funds and 65% of
the Net Beacon Note Proceeds and of proceeds from the Adjusted
Gross Revenue Percentage, in accordance with and subject tot he
terms of the Paymentech Plan Memorandum until such class seven
claims are fully satisfied.  Such payments shall commence on June
30, 2000 and shall thereafter be made on a quarterly basis in
arrears.

Class 8 - Allowed unsecured claims other than class 7 claims,
including without limitation, the class claim, if any and any
claims held by the MacRoberts plaintiffs. Excluding the class
claim and the MacRoberts plaintiffs' claims which are disputed -
the claims total $5,413,831. Impaired. Allowed Class Eight claims
shall receive 100% of the TAI Settlement proceeds and any
proceeds of post-confirmation cases of action, if any, until such
time as such claims are paid in full.  In addition, the
reorganized debtor shall pay on account of the class eight claims
35% of the Net Beacon Note Proceeds and the adjusted gross
revenue percentage until Class 7 claims are paid in full, and
thereafter, 100% of the Net Beacon Note Proceeds and of the
adjusted gross revenue percentage for a period ending December
31, 2003.

Class 9 - Shall consist of the holders of equity interests in the
debtor.  Class Nine consists of the debtor's shareholders, Rob
Graham and Michael Shane. Impaired. Interests shall be retained,
but no distribution made other than salary and bonuses in the
ordinary course of business.


TALK AMERICA: Seeks To Establish Bar Date
-----------------------------------------
The debtor, Talk America, Inc. seeks to establish a Bar Date for
filing proofs of claim.  The debtor requests that March 1, 2000
be established as the Bar Date.


TELEGEN: Receives Court Approval & Commitment for Debt Offering
---------------------------------------------------------------
Telegen Corporation (OTC BB:TLGNQ) announced today that it has
received approval from the U.S. Bankruptcy Court authorizing its
$500,000 debt offering. The Court also authorized Telegen to
enter into an investment banking agreement with WMS Financial
Planners, Inc. and Pacific West Securities, Inc. to conduct
the debt offering and a $13.8 million stock offering.

Telegen also announced that it has received firm commitments for
the entire $ 500,000 debt offering and expects to close it
shortly. Telegen plans to begin the $13.8 million stock offering
later this month. Proceeds from that offering will be used to
fund Telegen's Plan of Reorganization as well as continue
development of its HGED flat panel display and MP3 Internet
technologies. Telegen expects to complete reorganization in the
first half of next year.

"We are very pleased to receive these Court authorizations and
the financing commitment today. These represent important steps
toward Telegen's successful reorganization," said Telegen
Corporation President and CEO Jessica L. Stevens.

Telegen Corporation is located in San Mateo, California, and is
developing a proprietary flat panel display technology known as
HGED through its subsidiary Telegen Display Laboratories, Inc.,
as well as hardware and software solutions for Internet delivered
MP3 digital music through its subsidiary Telegen Communications
Corporation. The Company's stock is traded on the electronic
bulletin board under the symbol TLGNQ.


VANGUARD AIRLINES: Sees Net Gain As Revenues Increase
-----------------------------------------------------
Vanguard Airlines Inc. was incorporated on April 25, 1994 and
operates as a low-fare, short- to medium-haul passenger airline
that provides convenient scheduled jet service to attractive
destinations in established markets in the United States.
The company currently operates thirteen leased Boeing
737-200 jet aircraft and its current schedule provides an
average of 81 daily weekday flights serving Kansas City,
Atlanta, Buffalo/Niagara Falls, Chicago-Midway, Cincinnati,
Dallas/Fort Worth, Denver, Minneapolis/St. Paul, Pittsburgh
and Myrtle Beach.  The company operates a concentration of
its daily flights in Chicago-Midway with 23 daily weekday
flights and Kansas City with 21 daily weekday flights.
It also provides limited charter services.

Total operating revenues increased 10% from $32.2 million for
the quarter ended September 30, 1998 to $35.4 million for the
quarter ended September 30, 1999.  The company indicates that
this increase was attributable to the additional capacity put
into service during the quarter and the resultant increase in
the number of passengers offset by a decrease in passenger
yield.  The reduction in yield in the third quarter of 1999
as compared to the third quarter of 1998 mainly resulted
from a major competitor's pilot strike during the third
quarter of 1998.  Other revenues include fees generated as a
result of service charges from passengers who change flight
reservations, and mail and liquor revenues.  The company saw
a net gain in the third quarter of 1999 of $0.2 million which
compared unfavorably with the third quarter 1998 gain of $3.4
million, however, total operating revenues increased 19%
from $78.9 million for the nine months ended September 30,
1998 to $93.9 million for the nine months ended September
30, 1999 and the nine months ended September 30, 1999 saw
favorable net gain of $2.2 million as compared to the net
loss in the first nine months of 1998 of $0.9 million.

                    *********

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.

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