TCR_Public/991203.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, December 3, 1999, Vol. 3, No. 234

ABLE TELECOM: SEC Voices Concerns Regarding Acquisition
ACCESS AIR: Attempts to Reassure Creditors
BAPTIST FOUNDATION: To Institute Employee Retention Program
BOSTON CHICKEN: McDonald's Signs Purchase Agreement
CHS ELECTRONICS: Acquisitions Boost Nine Month Sales Figures

DOW CORNING: Counsel of Physician Creditors Responds to Plan
EQUALNET COMMUNICATIONS: Substantial Doubts About Future
FACTORY CARD OUTLET: Seeks Authority to Incur Secured Debt
FAMILY GOLF CENTERS: Revenues Increase As Do Net Losses
FILENE'S BASEMENT; Seeks To Assume Employment Agreements

FILENE'S BASEMENT: To Close Two Connecticut Stores on Saturday
FORCENERGY: Objects To Adequate Assurance For Texaco
FOSTER WHEELER: Three Subsidiaries File Chapter 11
GUY F. ATKINSON: Order Approves Disclosure Statement
HVIDE MARINE: Reorganization Plan Expected to Be Confirmed

JUMBOSPORTS: Joint Venture to Manage Global Asset Disposition
LACLEDE STEEL: Exclusivity Extended as Plan Talks Proceed  
MCA FINANCIAL: Seeks Sixth Amendment to Financing Order
MCCULLOCH: Will Enter Into a Purchase Agreement With Jenn Feng
MERRY-GO-ROUND: Fidelity Says Snyder Weiner Just Doesn't Get It

PAXSON COMMUNICATIONS: Increase In Revenues, Losses Persist
PLANET HOLLYWOOD: Does Not Anticipate Profitability Until 2004  
PLANET HOLLYWOOD: Seeks Extension To Assume/Reject Leases
PREMIER SALONS: Seeks To Establish Bar Dates
SANTA FE GAMING: Announces Sale Of Henderson Property

SIRENA APPAREL: Seeks To Reject Factoring Agreement
TELEGROUP INC: Disclosure Statement
UNITED STATES EXPLORATION: Financial Reports Indicate Losses
WSR CORP: Seeks Order Approving Collective Bargaining Agreement
XCL LTD: Court Denies Motion To Dismiss Involuntary Petition



ABLE TELECOM: SEC Voices Concerns Regarding Acquisition
Able Telcom Holding Corp. (Nasdaq: ABTE) yesterday announced that
the U.S. Securities & Exchange Commission ("SEC") has "concerns"
regarding the accounting and disclosures of its acquisition of
MFS Network Technologies, Inc. ("NT") from MCI/WorldCom, Inc.  
The Company claims that it is working to resolve the SEC's
concerns.  The press release announcing this serious and negative
development has the headline "Able Telcom Holding Corp. Announces
Continued Discussions with the SEC."  

Asensio & Company, Inc., a New York-based institutional
investment bank specializing in corporate valuations and equity
research, stated, "We believe this is intentionally misleading.  
Able had never disclosed that the SEC is investigating or has
questioned their accounting and disclosures."  The press release
acknowledges that the controversy concerns at least $38.8

Able's current auditor, Arthur Andersen LLP, was hired on October
9, 1998 -- Able's seventh auditor in ten years.  Able delayed the
release of its audited financial statement for its fiscal year
ending October 31, 1998 until February 24, 1999.  In those
statements, Arthur Andersen allowed the creation of a false
reserve for losses on uncompleted contracts of $40.5 million.  
This so-called reserve was created by simply inflating the value
of acquired assets, not by charging earnings.  Able then used
$15.3 million of this artificially created reserve to increase
its reported earnings, converting a loss of $12.8 million to
a net income of $2.5 million.  Arthur Andersen is also the
auditor for MCI/WorldCom.  An Able bankruptcy may require MCI to
make good on up to $495.5 million in outstanding NT performance
bonds.  However, merely technically avoiding declaring bankruptcy
will not preserve any value for Able's shareholders.

This was not the first time that Able's audited statements
reflected false earnings according to Asensio.  The Company's
statements for 1993 and 1994 reported profits.  These
reported profits inflated Able's stock price and permitted
insiders to cash out on options and conversion rights.  In 1995
and 1996 Able wrote down all of these results, eliminating all
previously reported earnings.

ACCESS AIR: Attempts to Reassure Creditors
One day after filing chapter 11, Des Moines, Iowa-based Access
Air is attempting to reassure its creditors, according to ABC
News. Company President Rich Musal said that the company is
determined to fly again, and that the first flight could take off
within 30 days. The airline is $10 million in debt. (ABI 02-Dec-

BAPTIST FOUNDATION: To Institute Employee Retention Program
The debtors, Baptist Foundation of Arizona, Inc. seeks court
authority to implement an employee retention program with the
companies' mid-level employees and seeks to assume certain
severance agreements with employees.

The companies estimate that the total cost of providing Retention
Bonuses will be approximately $300,000.  This estimate assumes
that all current employees remain with the companies through the
December 31, 2000 target date.  The total post-petition severance
payments total approximately $90,000.  Given the importance of
the employees to the companies' ongoing operations, the debtor
seeks approval of the relief requested.

BOSTON CHICKEN: McDonald's Signs Purchase Agreement
McDonald's Corporation (NYSE: MCD) and Boston Chicken, Inc. today
jointly announced that a Definitive Purchase Agreement has been
signed by McDonald's subsidiary, Golden Restaurant Operations,
Inc., (GRO) and Boston Chicken and its Boston Market related
subsidiaries for the sale to GRO of the majority of the assets of
Boston Market, including 751 restaurants, franchise rights for an
additional 108 restaurants and certain related liabilities.

The senior secured creditors of Boston Chicken, subject to
government and bankruptcy court approvals, have accepted GRO's
bid of $173.5 million, which will be comprised of cash and the
assumption of certain liabilities.  The sale would be completed
as part of the Plan of Reorganization of Boston Chicken, Inc.
and its Boston Market related subsidiaries in its Chapter 11
reorganization process.  Boston Chicken's ownership interest in
Einstein/Noah Bagel Corp. is not subject to the purchase
agreement.  Boston Chicken, which owns, operates and
franchises Boston Market restaurants, filed a voluntary petition
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the District of Arizona last year.

"Through this transaction, McDonald's will acquire both Boston
Market sites and the rights to the brand," said Jack M.
Greenberg, Chairman and Chief Executive Officer of McDonald's
Corporation.  "The brand is well-established, with excellent
employees, quality products, loyal customers, and future growth
potential.  Selected sites, where appropriate, will help support
domestic restaurant growth for McDonald's, and accelerate
opportunities for Chipotle Mexican Grill and Donatos Pizza over
the next few years." "Because of the accomplishments of the
employees of the Boston Market system in putting the business
back onto a positive footing, we are committed to offering
employment and career growth opportunities to all Boston Market
restaurant and Support Center employees," said Jeffrey B.
Kindler, Executive Vice President of McDonald's, who leads the
McDonald's team which is managing this acquisition.

"We are very encouraged to have such a strong buyer," said J.
Michael Jenkins, Chief Executive Officer of Boston Chicken.  
"This commitment by McDonald's Corporation is a direct result of
the tremendous job our employees have done over the past year in
returning the business to positive comparable store sales and
positive operating cash flow.  Boston Market employees will have
the opportunity for continued career development within the
largest and most successful restaurant company in the world."

Boston Chicken expects to file its Plan of Reorganization in
December, 1999, and the Purchase Agreement with GRO is expected
to close in mid-year 2000, although no dates have been
established by the Bankruptcy Court.  With current debt
obligations totaling more than $900 million in bankruptcy, Boston
Chicken has publicly disclosed for the past year that holders of
Boston Chicken's equity securities will retain no value under a
reorganization plan and Boston Chicken anticipates that its bond
holders will not retain any value under the plan. Boston
Chicken's equity and debt securities will be cancelled upon plan
confirmation.  Boston Chicken owns and operates restaurants under
the Boston Market brand name.  Boston Market specializes in
fresh, convenient meals, featuring homestyle entrees, fresh
vegetables, sandwiches, salads, and side dishes.  Boston Market
restaurants are located in 33 states and the District of
Columbia, with the majority of sites in the Eastern and
Midwestern United States.

McDonald's is the world's leading food service organization, with
more than 25,000 McDonald's restaurants serving more than 40
million customers a day in 118 countries.

CHS ELECTRONICS: Acquisitions Boost Nine Month Sales Figures
CHS Electronics Inc. announced in the second quarter of 1999, in
response to lower, restated earnings in 1998 and disappointing
results in the first quarter of 1999, it would begin a
restructuring program to reduce operating cost by $30 million in
1998 and $40 million on an annual basis. Through September 30,
1999, 74% of the planned headcount reduction and 56% of the
planned warehouse reduction were completed.

In October 1999, due to defaults on certain bank loans, certain
subsidiaries of the company in the United Kingdom, Germany and
Austria have been placed in receivership or voluntary creditor
protection. Additionally, In October 1999, the company commenced
a program designed to reduce liabilities to sellers of businesses
by disposing of all or a portion of the company's interests in
certain of those operations. CHS has concluded agreements with
seven of the sellers of the businesses and is in discussions with
the original owners of seven other subsidiaries to dispose of
those subsidiaries.

Net sales decreased $101 million, or 4.7%, from $2,166.9 million
in third quarter 1998 to $2,066.0 million in third quarter 1999.  
On those sales the company experienced net losses in the three
month period of 1999 of $225,282 against a net gain in the
similar period of 1998 of $6,643.

Net sales increased $1.2 billion, or 21.0%, from $5,687.8 million
in the nine months ended September 30, 1998 to $6,879.4 million
in the nine months ended September 30, 1999 due entirely to
acquisitions.  Net losses in the 1999 nine months was $314,203
while in the first nine months of 1998 the company had a net gain
of $32,718.

DOW CORNING: Counsel of Physician Creditors Responds to Plan
H. Jeffrey Schwartz, lead counsel for the Official Committee of
Physician Creditors of Dow Corning Corp. stated that while
pleased to see that patients will finally realize a recovery on
silicone breast implant claims, he expressed dismay that the
physician creditor claims were not resolved in the confirmed

Schwartz added, "For the Official Committee of Physician
Creditors, the issues are not resolved, and we are definitely
going to appeal this one." Schwartz, chairman of the Business
Reorganization Practice Group of Benesch, Friedlander, Coplan &
Aronoff LLP has served as bankruptcy counsel to Revco, D.S. the
examiner to Phar-Mor Inc., Industrial General Corp., and Official
Committee of Unsecured Creditors of The Flexible Corp.

EQUALNET COMMUNICATIONS: Substantial Doubts About Future
For the three month periods ended September 30, 1999 and 1998,
Equalnet Communications Corporation, operating as debtor-in-
possession, reported pre-tax net operating losses of $0.8 million
and $6.1 million, respectively, has a working capital deficiency,
and debt in default. These conditions raise substantial doubt
about the company's ability to continue as a going concern.

Sales for the three months ended September 30, 1999 decreased
2.9% to $8.2 million compared to sales of $8.4 million for the
same period of the prior year.  Included in the net loss for the
three months ended September 30, 1998 were $0.3 million of non-
cash dividends to preferred shareholders not incurred in the
current period. Excluding these non-cash distributions, net
loss improved 73.0%, compared to the corresponding period in the
prior year.

FACTORY CARD OUTLET: Seeks Authority to Incur Secured Debt
The debtors, Factory Card Outlet Corp., and Factory Card Outlet
of America, Ltd. seek authority to incur secured debtor from AFCO
Credit Corp. for the purpose of financing certain insurance
premiums.  AFCO will finance 75% of the aggregate amount of
Insurance Premiums payable by the debtors pursuant to the
policies, or $712,338.  The debtors are required to pay the
Insurance Companies $237,446 and AFCO is required to pay the
amount financed and the debtors are required to pay to AFCO eight
equal monthly installments of $91,226. (6 1/2% interest)

If the debtors are not permitted to finance the payment fo the
Insurance premiums, they will be compelled to borrow the amount
financed against their DIP Facility which carries a minimum
interest rate of 7%, which is fifty basis points higher than the
Financing Charges.

FAMILY GOLF CENTERS: Revenues Increase As Do Net Losses
Family Golf Centers Inc., designs, constructs, operates, and
manages golf centers. The golf centers offer golf lessons and a
wide variety of practice opportunities, including facilities for
practicing driving, pitching, putting, chipping and sand play. In
addition, most centers have a pro shop, miniature golf course,
snack bar and electronic video games. The company also operates
ice rinks and family sports super- centers consisting of ice
rinks and other indoor recreational activities.

Total revenue for the nine months ended September 30, 1999 was
$126.8 million as compared to $94.7 million for the same period
in 1998, an increase of $32.1 million (33.8%). The overall
increase in revenue was attributable to having additional golf
centers in operation during the 1999 period, as well as the
revenue generated by the ice rink and Family Sports Supercenters.  
Net losses were sustained in both nine month periods:  $64.3
million in 1999, and $5.8 million in the 1998.

Total revenue for the three months ended September 30, 1999 was
$44.1 million as compared to $38.6 million for the same period in
1998, an increase of $5.5 million (14.3%).  Net loss in the 1999
three month period was $63.5 million, while in the 1998 three
month period the company had a net gain of 1.8 million.  

FILENE'S BASEMENT: To Close Two Connecticut Stores on Saturday
Filene's Basement Corp., Wellesley, Mass., will close its
Manchester and Stamford, Conn. stores on Dec. 4, according to ABC
News. Both stores are planning large sales and said they
will stay open until all merchandise is sold. Filene's Basement
is a retailer of discount brand-name apparel. (ABI 02-Dec-99)

FILENE'S BASEMENT; Seeks To Assume Employment Agreements
Filene's Basement Corp. and its wholly owned subsidiary, Filene's
Basement, Inc., debtors, seek a court order authorizing the
debtors to assume the employment agreements of Samuel J. Gerson,
Chairman and CEO of parent and Filene's Basement, and Steven
Siegel, the executive vice president and CFO of the parent and
Filene's Basement.  The debtor also seeks to provide for an
incentive bonus to the key executives based on financial
performance exceeding agreed to targets; and to provide an
emergence bonus for the key executives.  The emergence bonus
would be $1 million, to be split between Gerson and Siegel.  The
bonus pool would  be an amount equal to 25% of the excess of
targeted EBITDA, also allocated to Gerson and Siegel.

FORCENERGY: Objects To Adequate Assurance For Texaco
Forcenergy opposes the assertion made by Texaco, Inc. and Texaco
Exploration and Production, Inc. and Conoco Inc. that they are
entitled to adequate assurance of future performance for future
plugging and abandonment obligations with respect to oil and gas
leases granted by the Minerals Management Service ("MMS") to
which Forcenergy owns a present interest and a P&A Claimant is
either a present co-owner or a predecessor in title.  Forcenergy
states that if the contracts are executory, the P&A claimants
have adequate assurance that Forcenergy will perform.

Forcenergy claims that when the purchase contracts were
negotiated, the P&A claimants elected to receive a larger
consideration for the transferred properties and to rely on
Forcenergy's unsecured indemnity for P&A Liabilities.  The debtor
states that now the P&A claimants are trying to retrade the deal
they negotiated to the detriment of Forcenergy and its creditors.  
The debtor states asks that the court no t allow one contract
party to unilaterally modify binding contractual obligations
without the agreement of and to the detriment of the other
contract party.

FOSTER WHEELER: Three Subsidiaries File Chapter 11
RRRP Robbins Inc., Robbins Resource Recovery Partners LP and RRRP
Illinois Inc., all subsidiaries of Foster Wheeler Corp., filed
chapter 11 on Dec. 1 in the U.S. Bankruptcy Court for the
District of Delaware, according to Reuters. Included in the
filing was an affidavit stating that a petition for RRRP Midwest
Inc. had not been filed, but it was included in the
restructuring. The three companies said that Foster Wheeler
agreed to debt restructuring with the Franklin High Yield Tax-
Free Income Fund and CIBC World Markets Corp. Court papers did
not list the companies' asses or liabilities, but did state that
unsecured creditors Franklin High Yield, Eaton Vance-High Yield
Municipal Bond and Strong Municipal Advantage each listed
debenture claims in millions of dollars. Foster Wheeler said that
eventually it would file chapter 11 for its units and that an
incinerator in Robbins, Ill. would be sold. A hearing was
scheduled for yesterday afternoon regarding Foster Wheeler filing
a reorganization plan. (ABI 02-Dec-99)

GUY F. ATKINSON: Order Approves Disclosure Statement
The Amended Disclosure Statement of 1815831 Canada, Inc.,
formerly known as ATKN Holdings, Ltd., or Guy F. Atkinson
Holdings, Ltd. is approved by the US bankruptcy Court for the
Northern District of California by order entered on November 19,
1999.  December 15, 1999 at 1:30 PM is fixed for the hearing on
confirmation of the plan.

HVIDE MARINE: Reorganization Plan Expected to Be Confirmed
Hvide Marine Inc., Ft. Lauderdale, Fla., announced yesterday that
the U.S. Bankruptcy Court for the District of Delaware is
expected to confirm its chapter 11 reorganization plan, according
to a newswire report. At a hearing held yesterday, all objections
filed were either overruled or resolved, except for its $300
million exit financing. The bankruptcy court set a hearing date
of Dec. 9 to resolve the financing issue and possibly confirm the
reorganization plan. Hvide is working to refinance its
outstanding bank borrowings, including those under its
debtor-in-possession credit facility, with term loans, a
revolving credit facility and senior secured second lien notes.
Hvide Marine consists of a fleet of 274 vessels providing marine
support and transportation services to the energy and chemical
industries. (ABI 02-Dec-99)

JUMBOSPORTS: Joint Venture to Manage Global Asset Disposition
Gordon Brothers Group, LLC, of Boston, Ozer Group, LLC of
Needham, MA, and Schottenstein Bernstein Capital Group, LLC of
Columbus, OH announced today that they have been appointed as a
joint venture to manage the disposition of all of the remaining
assets of the Tampa, FL- based JumboSports, Inc.

The United States Bankruptcy Court in Tampa, FL approved a
transaction on Wednesday, November 24, 1999, that enables the
joint venture to underwrite the global assets of JumboSports.  
Under the terms of the agreement, in addition to completing the
inventory liquidation sales being conducted by the joint venture,
it will manage the sale of the company's owned and leased
properties, and furniture fixtures and equipment in the companies
remaining 42 stores. The joint venture has underwritten those
assets in excess of $81 million.

"After working with all of our constituencies, our trade
creditors, bondholders and bankers," explained Michael Worrall,
president of JumboSports, "we determined that by having this
strategic partnership manage the total disposition process of the
company we will maximize the amount of return to our creditors."

JumboSports filed for Chapter 11 bankruptcy protection in
December, 1998. This past October the company won approval to
sell or close all of the company's stores combined with an
orderly wind-down of the remaining business. Closing sales were
begun by the liquidation group in the stores on November 5, 1999.

"We are particularly enthusiastic to be helping JumboSports with
the disposition of its entire business," said Cory Lipoff, a
principal and managing director of Gordon Brothers, "as there is
a good deal of value in its owned and leased properties.  
Potential buyers have already expressed interest in the
available real estate throughout the 18 states in which the
stores are located."

"We have been working extensively with the JumboSports"
management team," added Bill Weinstein a principal of Ozer, "and
have demonstrated the added value that we can bring to the
process on their behalf."

JumboSports was founded in 1982 and quickly established itself as
a pioneer in the sporting goods superstore market. Competition
from superstore rivals and a decline in the athletic shoe sector
combined to weaken the company's performance and operating

Founded in 1903, Gordon Brothers Group offers a full array of
tactical and financing solutions to assist both healthy and
underperforming companies, mainly in the retail sector.  These
solutions include advisory, real estate, strategic liquidation
and financial services, as well as asset redeployment within
mergers, acquisitions, strategic downsizings, and store
relocation programs. During the last year, Gordon Brothers
managed more than 2,000 stores for its client base, converting
approximately $4 billion worth of inventory and locations into
cash for retailers.  Gordon Brothers has offices in Boston, New
York, Chicago and London.

Based in Needham, Mass., The Ozer Group is one of the country's
leading retail consulting, business evaluation and asset
disposition firms. In addition to helping companies maximize
realization for their assets, Ozer manages human resources
issues, real estate relationships and other critical areas that
are affected when companies undergo change.  Ozer's partners are
directly involved in every project. Every year, they carefully
select projects to which they can apply Ozer's unique approaches
and resources.

Schottenstein Bernstein Capital Group is one of the nation's most
experienced companies in the retail services field.  SBCG
performs specialized services such as management consulting,
inventory valuation/liquidation and retail acquisitions and
dispositions.  Its clients have included such notables as
Federated Department Stores, Dayton Hudson, The Limited, Saks
Fifth Avenue, Service Merchandise and Best Products.

LACLEDE STEEL: Exclusivity Extended as Plan Talks Proceed  
On Nov. 29, Laclede Steel Co. received bankruptcy court approval
for an interim extension of its exclusive period to sponsor a
plan of reorganization through Dec. 17. Additionally, the court
entered an order to show cause why exclusivity shouldn't be
extended through Jan. 31. The motion requesting the extensions of
the exclusive periods to file a reorganization plan and then
solicit votes in favor of it was filed jointly by the
manufacturer of carbon and alloy steel products, its official
committee of unsecured creditors and the United Steelworkers of
America. (The Daily Bankruptcy Review and ABI December 2, 1999)

MCA FINANCIAL: Seeks Sixth Amendment to Financing Order
The debtors, MCA Financial Corp. and its affiliates seek a court
order further amending a financing order to allow additional use
of cash collateral.

The debtors are seeking authority to use an additional $845,000
of the Bank Group's cash collateral.  The cash collateral will
include certain items previously identified that total in excess
of $500,000.

MCCULLOCH: Will Enter Into a Purchase Agreement With Jenn Feng
McCulloch North America, a 53-year-old tool manufacturer
that has been reorganizing under a Chapter 11 plan since January,
announced that it will enter into a purchase agreement with Jenn
Feng, a Taiwan-based maker of power tools and lighting equipment.
A bankruptcy court here approved the pact on Oct. 4.

Jenn Feng, which already manufactures some McCulloch products
under a licensing agreement, will own the company outright. Jenn
Feng makes private-label tools for a number of manufacturers that
include Milwaukee Electric Tool and Snap-On Tools. Jenn Feng also
makes its own brand, Talon Tools, which is sold overseas. The
publicly held company has production facilities in Taiwan and

McCulloch stopped making its own products last November after
closing its manufacturing plants in Arizona and Mexico. On June
30, Jenn Feng entered into an agreement to license the McCulloch
name in three categories: electric garden lights, electric
outdoor power equipment, and hand-held and bench top electric
tools. Under the latest agreement, Jenn Feng will form a new
company, the McCulloch Corp., that will own the company's brands
and run all sales and marketing operations in North America.

Jim White, the former vp-sales and marketing for McCulloch, will
become the new McCulloch president. In an interview with NHCN,
White spoke at length about McCulloch's ups and downs over the
past year.

"There wasn't any one thing" that pushed McCulloch from black to
red ink, White said. "Companies [like McCulloch] have to be very
good at supply chain management and more efficient at
manufacturing." Consolidation among retailers and double-digit
product return rates created a "tough environment" for McCulloch,
he added.

Shortly after it filed Chapter 11, McCulloch sold its European
division to Husqvarna, a Swedish company that makes lawn mowers,
snow throwers, chainsaws and other outdoor power equipment.
Instead of liquidating the company's other assets, White put
together a plan to reorganize McCulloch strictly as a marketing
company. "I tied a ribbon around this [proposal] and brought it
to the court," White recalled. After gaining court approval in
April, White went looking for someone interested in licensing the
McCulloch name.

Representatives of McCulloch talked to a number of companies
before selecting Jenn Feng to manufacture electric outdoor power
equipment under the McCulloch name. The deal was sealed in July,
which allowed just enough time for a booth at the National
Hardware Show in Chicago. In addition to its outdoor power
equipment, McCulloch introduced new products, such as electrical
lighting and cordless power tools, made by Jenn Feng.

With Jenn Feng as its new owner, McCulloch plans to reintroduce
its well-known line of gas-powered chain saws in time for Fall
2000 sales. Ultimately, McCulloch intends to expand its gas
product line to include string trimmers, blowers and hedge
cutters. The company is also looking to license the McCulloch
name for other types of outdoor equipment likes mowers, tillers
and heaters, White said.

MERRY-GO-ROUND: Fidelity Says Snyder Weiner Just Doesn't Get It
Snyder, Weiner, Weltchek, Vogelstein & Brown, the Baltimore law
firm that extracted a $185 million settlement from Ernst & Young
LLP for the benefit of creditors of Merry-Go-Round Enterprises,
Inc., "remains unwilling to recognize and accept a fundamental
aspect of being a professional in a bankruptcy case," Bruce R.
Zirinsky, Esq., of Cadwalader, Wickershal & Taft, is arguing on
behalf of Fidelity Management & Research Company in response to
Snyder Weiner's latest attempt to avoid bankruptcy court scrutiny
of its claimed $74 million contingency fee.  The fee, Fidelity
continues to assert, is reviewable for its reasonableness under
Sections 328(a) and 330 of the Bankruptcy Code and Rule 1.5 of
the Maryland Rules of Professional Conduct.  

As previously reported, exclusively in the TCR, Fidelity stepped-
up to the plate after Bear Stearns & Co. backed away from its
fight to reduce Snyder Weiner's fee.  Snyder Weiner, thinking it
had squelched any questioning of its fee, launched an attack
against Fidelity, arguing that Fidelity should be estopped from
raising any fee-related issue since it had sat back and done
nothing until Bear Stearns backed down.  

"The issue," Mr. Zirinsky tells Judge Stephen E. Derby, "is not
the party raising the objection," as Sndyer Weiner would like the
Court to think.  The sole issue is the reasonableness of the fee.  
The identity of the objector is, Mr. Zirinsky suggests, a side
show designed to frustrate the Court's mandate under the
Bankruptcy Code to examine the merits of Snyder Weiner's fee

PAXSON COMMUNICATIONS: Increase In Revenues, Losses Persist
Paxson Communications Corporation's principal business is the
ownership and operation of the largest broadcast television
station group in the United States. On August 31, 1998, the
company launched PAX TV, the programming that the company
provides to its owned, operated and affiliated television
stations and to certain cable system affiliates and satellite
providers. PAX TV programming consists of family-friendly
traditional entertainment television programs that have had or
are having successful first runs on television, as well as
original programs.  Prior to launching PAX TV, the
company aired long form paid programming consisting primarily of
infomercials on its television distribution system. The company
continues to carry infomercials at significantly reduced
inventory levels. Certain of the company's stations broadcasting
PAX TV were and continue to be operated pursuant to time
brokerage or affiliation agreements.

Consolidated revenues for the three months ended September 30,
1999, increased 97% (or $28.5 million) to $58.1 million over the
same period in 1998. This increase was primarily due to the
launch of PAX TV and increased distribution via television, cable
systems and satellite. The company experienced a net loss of
$129.7 million in that same quarter.  In the comparable three
months of 1998 revenues were $29.4 million and net loss was $53.0

Consolidated revenues for the nine months ended September 30,
1999, increased 83% (or $76.1 million) to $167.7 million over the
same period in 1998. In the first nine months of 1998 revenues
were $91.4 million.  Net losses were experienced in both periods:  
$237.6 million in 1999 and $61.6 million in 1998.

PLANET HOLLYWOOD: Does Not Anticipate Profitability Until 2004  
Orlando, Fla.-based Planet Hollywood Inc., which filed chapter 11
in October, announced that the company does not expect to make
any money until fiscal 2004, according to the Associated Press.
The company filed an attachment to its reorganization plan in
which company officials predicted that Planet Hollywood will lose
more than $17 million annually during 2000 and 2001, $11.8
million in 2002 and $4.7 million in 2003, with projected
earnings of $3.4 million by 2004. Prior to the filing, the
company's top executives had expected the company to return to
profitability sometime in 2000. The company's restructuring plan
is expected to be confirmed by the Delaware bankruptcy court
sometime in January. (ABI 02-Dec-99)

PLANET HOLLYWOOD: Seeks Extension To Assume/Reject Leases
Planet Hollywood International, Inc. ("PHI") and 25 of its
affiliates seek an order extending the debtors' time to assume or
reject unexpired leases of nonresidential real property from
December 11, 1999 the current deadline to the earlier of the date
of confirmation of a plan of reorganization for the debtors and
march 11, 2000.

The debtors are currently lessees under approximately 24
unexpired leases of non-residential real property. The remaining
leases are currently viewed as being integral to the debtors'
ongoing operations and constitute assets of the debtors' estates.  
The debtors submit that until the plan is confirmed for the
debtors, they are not in a position to finalize their future
operating  plans, and consequently wish to retain flexibility in
respect of the assumption or rejection of the remaining leases.  
The debtors state that they expect that the plan will be
confirmed by the court by the end of January 2000.

PREMIER SALONS: Seeks To Establish Bar Dates
Premier Salons International, Inc., et al., seek to establish
January 31, 2000 as the last date for all creditors and certain
interest holders to file proofs of claim in these Chapter 11

SANTA FE GAMING: Announces Sale Of Henderson Property
Santa Fe Gaming Corporation announces that its indirect-wholly
owned subsidiary, Sahara Las Vegas Corp., has sold its
approximate 40 acre parcel of real property in Henderson, Nevada
to Station Casino's, Inc. Additionally, Santa Fe Gaming Corp.,
and its subsidiaries, Sahara Las Vegas Corp. and Santa Fe Hotel
Inc. have entered into non-compete agreements with Station
Casino's, Inc. and Santa Fe Gaming Corp. and Santa Fe Hotel Inc.
have granted rights of first refusal with respect to the Santa Fe
Hotel assets and securities. The total consideration received was
approximately $37.2 million. In connection with the above
referenced agreements, Sahara Las Vegas Corp. has agreed to the
terms of an amendment to its indebtedness, under which a release
of lien was granted on the Henderson property.

Santa Fe Gaming Corporation owns and operates the Santa Fe Hotel
and Casino in northwest Las Vegas and the Pioneer Hotel and
Gambling Hall in Laughlin, Nevada. In addition, the company holds
property on Las Vegas Boulevard for future possible development.

SIRENA APPAREL: Seeks To Reject Factoring Agreement
Sirena Apparel Group, Inc., debtor seeks a court order
authorizing it to reject its pre-petition factoring agreement
with Heller Financial Inc.  The debtor has determined that it is
in the best interest of the debtor and its estate to enter into a
factoring agreement with Century Business Credit.

TELEGROUP INC: Disclosure Statement
Substantially all of the assets of Telegroup were previously sold
to several unaffiliated purchasers.  The plan provides for the
prompt liquidation of all remaining assets of Telegroup and the
distribution of cash to creditors according to the classification
and treatment of claims as set forth in the plan.  The debtor
will not carry on any type of normal business activity.

Summary of Treatment of Claims and Interests:

Class 1 - Secured Claims - Unimpaired - Potential claims
$171,620; paid in full.

Class 2 - Priority Claims - Unimpaired - Potential claims
$4,435,000 paid in full.

Class 3 - Unsecured Claims - Impaired - potential claims
$180,153,000 - Holders will receive a pro rata distribution of
available cash.  The projected distribution is 32.1%-34.2%

Class 4 - Subordinated Notes - Impaired - No Distribution; notes
canceled. Potential claims - $25,633,333

Class 5 - Interests - Impaired - No Distribution - Interests

UNITED STATES EXPLORATION: Financial Reports Indicate Losses
United States Exploration Inc. produces oil and gas and operates
gas gathering systems. The company's operations have historically
been located in Kansas and Oklahoma.  Effective May 15, 1998, the
company acquired producing oil and gas properties in northeast
Colorado which now constitute its principal oil and gas assets.
The company's properties in Oklahoma were sold in three separate
transactions in January and May of 1999.

United States Exploration realized a net loss of $463,046 for the
third quarter of 1999 compared to a loss of $1,513,828 for the
third quarter of 1998. Including preferred stock dividends, the
loss for the third quarter of 1999 was $516,226 compared to a
loss of $1,582,608 for the third quarter of 1998.  These losses
were experienced against net revenues of $2,159,111 in the third
quarter of 1999, and $1,278,525 in the comparable 1998 period.

The company realized a net loss of $2,484,126 for the first nine
months of 1999, compared to a net loss of $2,685,724 for the
first nine months of 1998.  Including preferred stock dividends,
the loss for the first nine months of 1999 was $2,643,666
compared to a loss of $3,671,077 for the first nine months of
1998.  Revenues in those periods were $5,768,651 in the 1999 nine
months, and $3,168,004 in the 1998 nine months.

WSR CORP: Seeks Order Approving Collective Bargaining Agreement
The debtors request an order approving the Memorandum of
agreement and authorizing the execution of the proposed New
agreement.  The term of the proposed New Agreement is increased
from three to five years, through July 3, 2004.  The increased
cost associated with the New Agreement is calculated to be 9.6%
over the five-year contract term.  During the calendar years of
the New Agreement commencing in the year 2000, the increased cost
is calculated at $66,000, $290,000, $216,000 and $226,000
respectively.  The Union has agreed to significant concessions,
including a wage freeze through the end of 1999.  Without the New
Agreement, the debtors could face work interruptions or other
costly labor problems that in turn would negatively impact the
debtors' revenues and business recovery.

XCL LTD: Court Denies Motion To Dismiss Involuntary Petition
XCL Ltd. (AMEX:XCL) today announced that the U.S. Bankruptcy
Court for the Western District of Louisiana, in Opelousas, has
denied a Motion filed by its wholly owned subsidiary, XCL-China
Ltd., to dismiss the Petition for Involuntary Bankruptcy that had
been filed against XCL-China by Apache China LDC. The Court's
decision was limited to a determination that Apache had standing
to file that petition. The Court did not rule on the merits of
Apache's petition, which will be decided at a later date. In
addition, the Court ruled that Apache's filing of the Petition
for Involuntary Bankruptcy stayed the arbitration XCL-China had
filed against Apache China. The Court noted that it would
consider a motion to lift that stay at the appropriate time,
which, if granted, could allow that arbitration to move forward.
If the Court does not lift the stay, then XCL-China's claims
against Apache China will be tried and decided by the Bankruptcy

The disputes center on operations in the companies' Zhao Dong
Block in the People's Republic of China. Apache China has
asserted a$10 million claim against XCL-China for cash calls
relating to operations on the Block, and XCL-China has
commenced an arbitration proceeding challenging approximately $17
million in charges by Apache.

XCL-China is reviewing the impact of the Court's ruling with its
counsel. XCL-China will continue to vigorously press its claims
against Apache.

XCL Ltd. is an oil and gas exploration and production company
with headquarters in Lafayette, Louisiana, and operations in the
People's Republic of China. The company's Common Stock is traded
on the American Stock Exchange and the London Stock Exchange

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07              14 - 17(f)
Amer Pad & Paper 13 '05            10 - 12(f)
Asia Pulp & Paper 11 3/4 '05       81 - 83
E & S Holdings 10 3/8 '06          32 - 35
Fruit of the Loom 8 7/8 '06        11 - 13
Geneva Steel 11 1/8 '01            12 - 14(f)
Globalstar 11 1/4 '04              62 - 64
Hechinger 9.45 '12                 12 - 14(f)
Integrated Health 9 1/2 '07         8 - 10(f)
Iridium 14 '05                      7 - 8(f)
Loewen 7.2 '03                     54 - 56(f)
Pillowtex 10 '06                   32 - 36
Planet Hollywood 12 '05            28 - 30(f)
Purina Mills 9 '10                 20 - 24(f)
Revlon 0 '01                       25 - 26
Rire Aid 6.7 '01                   71 - 73
Sunbeam 0 '18                      15 - 16
TWA 11 3/8 '06                     42 - 44
United Artists 9 3/4 '08           20 - 24
Vencor 9 7/8 '08                   20 -22(f)


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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Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

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