TCR_Public/991214.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Tuesday, December 14, 1999, Vol. 3, No. 240
                     
                     Headlines

BOSTON CHICKEN: Reports McDonald's Agreement to SEC
BREED TECHNOLOGIES: Responds To Motion To Add ARC to Committee
BRUNO'S: Motion To Sell 1.1 Acres in City of Columbia
CASMYN CORP: Announces Reorganization
COMMODORE APPLIED TECHNOLOGIES: Annual Meeting Set - December 22

CONTINENTAL INVESTMENT: Consents to Chapter 11
COYOTE SPORTS: Announces Liquidation
EAGLE GEOPHYSICAL: Committee Taps Houlihan Lokey
ELECTRO-CATHETER: Seeks Order Extending Exclusivity
FAVORITE BRANDS: Reports Sale of Assets To Nabisco

FORCENERGY INC: Agreed Order Concerning Mineral Leases
GENESIS DIRECT: Intent To Assume and Assign Contracts and Leases
HANBO STEEL: Sold To Nabors Consortium
HECHINGER: Kimco Awarded Rights to Hechinger Stores Locations
INDUSTRIAL IMAGING: Engages Cayer Prescott as New Auditors

LEVITZ: Court Approves Entry Into Consulting Agreement
LONDON FOG: Seeks To Assume and Assign Leases
MONTGOMERY WARD: Motion To Compromise & Settle Trent Claims
NU-KOTE HOLDING: Joint Motion For Approval of Compromise
OPTEL, INC: Closes $60,000,000 Revolving Credit Facility

PLANET HOLLYWOOD: Court Approves Plan Disclosure Statement
PREMIER SALONS: Seeks Order Approving Rejection of Leases
QUALITECH: Sr. Lenders Respond To Motion of Creditor's Committee
SUNPOINT SECURITIES: Customer Accounts Transferred
UNITED PETROLEUM: Announces Reorganization and Merger

VENCOR: Motion To Amend $100,000,000 DIP Credit Agreement
VENCOR: Warns of Negative Impact To Fourth Quarter Results
WAXMAN INDUSTRIES: Announces Financial Restructuring Plan
WIRELESS ONE: Completes Reorganization, Becomes MCI WorldCom Sub

Meetings, Conferences and Seminars

                     *********

BOSTON CHICKEN: Reports McDonald's Agreement to SEC
---------------------------------------------------
On December 1, 1999, Boston Chicken, Inc. and McDonald's
Corporation jointly announced that the company and Golden
Restaurant Operations, Inc., a wholly-owned subsidiary of
McDonald's, had executed an asset purchase agreement wherein
Golden Restaurant Operations will purchase substantially all of
the assets of the company and its Boston Market-related
subsidiaries and assume certain liabilities for a purchase price
of $173.5 million.  The transaction does not include the purchase
of the company's majority equity ownership of Einstein/Noah Bagel
Corp.  The asset purchase agreement will form the basis for the
company's plan of reorganization to be filed with the U.S.
Bankruptcy Court for the District of Arizona, which has
jurisdiction over the Chapter 11 cases of the company and its
Boston Market-related subsidiaries filed in October 1998.  The
company anticipates filing the plan of reorganization in December
1999.

As previously disclosed, holders of the company's equity
securities will retain no value under the proposed plan of
reorganization, nor does the company anticipate that holders of
the company's convertible subordinated debt securities will
retain any value under the plan.


BREED TECHNOLOGIES: Responds To Motion To Add ARC to Committee
--------------------------------------------------------------
Breed Technologies, Inc. and its subsidiaries respond to the
motion of Atlantic Research Corporation for an order directing
the US Trustee to reform the Committee of Unsecured Creditors or
alternatively, appointing additional Committee of Trade
creditors. While Breed states that it does not oppose the
addition of ARC to the Committee, it does object to ARC's
allegations that there were improper conversations between ARC
and the United States Trustee.  Breed further states that the one
conversation that Breed had with the US Trustee, was at the
invitation of the US Trustee; and Breed indicated that it was a
competitor of Breed.

Breed states that it believes that ARC's primary reason for
actively seeking Committee membership is to gather as much
confidential information as possible concerning Breed's sale
efforts.  ARC states that it is not a competitor of Breed.  Breed
goes on to allege that ARC has acted aggressively in
contravention of Breed's interests as a going concern.


BRUNO'S: Motion To Sell 1.1 Acres in City of Columbia
-----------------------------------------------------
The Debtors own a 1.1 acre tract of real property located in the
City of Columbia, Tennessee, which is part of a larger tract of
land on which Bruno's formerly operated a grocery store.  The
Store, No. 185, was sold to Albertson's in 1998.  CB Richard
Ellis was brought in to market and sell the 1.1 acre outparcel.  

Ellis' marketing efforts produced a $230,000 cash offer for the
Outparcel from Albertson's.  Incredibly, Albertson's offers
$30,000 more than the Debtors' asking price!  

By this Motion, the Debtors ask Judge Robinson for authority to
accept Albertson's offer and sell the Outparcel under the terms
of a Sale Contract dated November 15, 1999.  Additionally, the
Debtors ask for authority to pay a 6% commission to Ellis and its
cooperating real estate agent.


CASMYN CORP: Announces Reorganization
-------------------------------------
Casmyn Corp. (the "Company") (OTC Bulletin Board: CMYN) announced
that it has filed for Chapter 11 reorganization.  It did so to
proceed with an equity recapitalization that will result in
conversion into common stock of all of the Company's First
Convertible Preferred Stock and of substantially all of the
Company's debt obligations.  The Company has simultaneously
submitted a proposed Plan of Reorganization to the Bankruptcy
Court.  The Company believes that its creditors and shareholders
will support the proposed reorganization, which is expected to be
completed in early 2000.

The Company's gold mining operations in Zimbabwe are owned by
separate subsidiary companies which are not a part of the Chapter
11 filing and which will continue to conduct business as usual.  
The Company expects to increase its commitment to its
subsidiaries' operations in Zimbabwe subsequent to the
reorganization.

Mark S. Zucker, the Company's new President leading the
reorganization, stated: "The Chapter 11 filing will allow the
Company to quickly and efficiently accomplish an equity
recapitalization.  Upon completion of the reorganization,
the Company will have a solid balance sheet containing no debt
and significant liquidity, increased liquidity for the common
shareholders, and a shareholder constituency sharing common
goals.  We are pleased that after a year of demanding
negotiations, we were able to come to terms with the informal
committee of creditors and preferred shareholders that represent
a majority of outstanding preferred shares and a substantial
portion of outstanding common shares."


COMMODORE APPLIED TECHNOLOGIES: Annual Meeting Set - December 22
----------------------------------------------------------------
Stockholders of Commodore Applied Technologies Inc. are invited
to attend the 1999 annual meeting to be held on Wednesday,
December 22, 1999, at 10:30 a.m., local time, at The American
Stock Exchange, 86 Trinity Place, New York, New York 10006.

Stockholders will meet to consider and vote upon:

The election of seven Directors to hold office until the annual
meeting of stockholders to be held in 2000 and until their
respective successors are duly elected and have qualified;

To consider an amendment to the company's Certificate of
Incorporation increasing the amount of the company's common
stock, par value $0.001 per share, that the company is authorized
to issue from 75,000,000 shares to 100,000,000 shares.

To ratify the appointment of Tanner + Co. as the company's  
independent auditors for the year ending December 31, 1999; and

To consider and transact any other business which properly comes
before the meeting.

The Board of Directors fixed the close of business on November
26, 1999, as the record date for determining the stockholders
entitled to notice of and to vote at the annual meeting.


CONTINENTAL INVESTMENT: Consents to Chapter 11
----------------------------------------------
Dallas's Continental Investment Corp. said on Wednesday that it
has consented to chapter 11 relief, according to a newswire
report. The company stated that a group of alleged creditors had
filed an involuntary chapter 11 petition against Continental on
Jan. 13. Continental franchises commercial cleaning services and
products for carpets and other interior fabrics. (ABI 13-Dec-99)


COYOTE SPORTS: Announces Liquidation
------------------------------------
Coyote Sports, Inc., (Nasdaq:COYT), Friday announced it would
proceed with the liquidation of substantially all its assets
through a liquidating Chapter 11 process under the United States
Bankruptcy Code.

Its primary remaining assets are all the common stock in the
Apollo Golf Inc. and Apollo Sports Holdings.

Coyote Sports, Inc. was a diversified sports manufacturing
company that specialized in golf shafts and cycle tubing through
Apollo Golf, Inc. and Reynolds Cycle Technology.


EAGLE GEOPHYSICAL: Committee Taps Houlihan Lokey
------------------------------------------------
The Official Committee of Unsecured Creditors of the debtors,
Eagle Geophysical, Inc., et al. seek approval to retain Houlihan
Lokey Howard & Zukin Capita and The Pembroke Group as financial
advisors to the Committee.

The firm will provide the following services;

Advise and assist the Committee in its analysis and monitoring of
the debtors' business, operations, properties, assets, financial
condition and prospects;

Update the assessment of the debtors' business plan;

Assist and advise the Committee as necessary, with respect to the
analysis and review of motions and other matters submitted to the
court;

Negotiate on behalf of the Committee any and all aspects of the
reorganization including but not limited to the evaluation of
assets;

Assist the Committee with reviewing the plan of reorganization,
disclosure statement and other documents and agreements related
to the reorganization;

Attend Committee meetings and court hearings as may be required
in its role as financial advisors to the Committee;

Provide court testimony if necessary;

Assess financing options for the debtors, including exit
financing to the extent necessary;

Perform valuation analyses of the debtors as a going-concern and
of their assets in connection with asset sales, to the extent
necessary;

Analysis of the capital structure of the debtors, including the
debt capacity of the reorganized debtors, to the extent
necessary; and

Assist with such other financial advisory services as may be
requested by the Committee and its counsel.

The firms are to be paid a monthly fee of $30,000.  In addition
they shall be entitled to an additional fee equal to 1% of the
fair market value of consideration received by the unsecured
creditors payable upon the successful confirmation and
consummation of a plan of reorganization and payable at the
Committee's option in cash or in stock.


ELECTRO-CATHETER: Seeks Order Extending Exclusivity
---------------------------------------------------
The debtor, Electro-Catheter Corporation seeks an order further
extending the debtor's exclusive period to file a plan of
reorganization and obtain acceptances thereof.

The debtor seeks an extension of the exclusive period within
which to file a plan of reorganization for a period of ninety
days from the date of the hearing to and including April 4,2000
and to extend the time to obtain acceptances thereof for an
additional period of sixty days thereafter to and including June
3, 2000.

The debtor has pending an application to sell certain of its non
electrophysiology assets for approximately $375,000.  The debtor
is still continuing to negotiate with interested parties with
respect to the possible sale of its electrophysiology business
and its real estate and there has been an expression of interest
in the possible acquisition of the debtor's corporate shell,
which the debtor is pursuing as well.  The debtor requires
additional time to conclude these negotiations in the hope that
it can maximize the value of its assets and then negotiate and
file a plan.  


FAVORITE BRANDS: Reports Sale of Assets To Nabisco
---------------------------------------------------
On November 19, 1999, Favorite Brands International, Inc., its
subsidiaries Sather Trucking Corp. and Trolli Inc. and its parent
Favorite Brands International Holding Corp., completed the sale
of substantially all of their assets to Nabisco, Inc. and its
affiliates for $475 million in cash and the assumption of certain
liabilities. Under the terms of the sale, which was approved by
the Bankruptcy Court on November 18, 1999, the purchase price may
be subsequently adjusted based on working capital balances (as
defined in the agreement) as of the closing date. In addition,
the company will retain its cash on hand at closing and certain
liabilities. Pursuant to the court order approving the sale, on
November 19, 1999 the company used $200.5 million of the proceeds
from the sale to repay all amounts outstanding under its senior
secured credit facility. After paying administrative and other
priority claims, the remaining proceeds from the sale will be
distributed in accordance with a plan of liquidation, which the
company expects to develop and file with the Bankruptcy Court in
the next several months.

The purchase price for the assets was determined by arm's-length
negotiation between the company and Nabisco. Favorite Brands
indicates that prior to this transaction, there were no material
relationships between Nabisco and the company or its affiliates,
directors, or officers or any associate of any director or
officer of the company.


FORCENERGY INC: Agreed Order Concerning Mineral Leases
------------------------------------------------------
The debtors, Forcenergy, Inc. and Forcenergy Resources, Inc. have
submitted an agreed order concerning mineral leases and the
issuance of new bonds in favor of the Minerals Management
Service("MMS").

The order provides that all mineral leases for which any of the
debtors are lessees and for which the Department of the Interior
through the MMS, the Bureau of Land Management and the Bureau of
Indian Affairs (the "Interior") are the lessor, shall be assumed,
and that the debtors shall pay the Interior $4,115,074.95, which
sum shall be funded by the $2.2 million currently held by the
debtors.


GENESIS DIRECT: Intent To Assume and Assign Contracts and Leases
----------------------------------------------------------------
The debtors, Genesis Direct, Inc., et al., seek entry of an order
approving procedures to be employed in connection with the
proposed auction sale of substantially all of the assets of the
debtors' Proteam.com and Voyager Businesses, and authorizing the
assumption and assignment of certain executory contracts and
unexpired leases.


HANBO STEEL: Sold To Nabors Consortium
--------------------------------------
Bankrupt Hanbo Iron and Steel will be sold to a US consortium led
by Nabors after negotiations were wrapped up on Friday, an
official at consortium member UNX Capital said Saturday. The
consortium, comprised of Nabors, UNX and Third Avenue Capital,
agreed with the Hanbo sale negotiations team, including
officials from Korea First, Korea Exchange and Deutsche Bank, to
take over management of the steelmaker after making a lump sum
payment by the end of February next year, he said. The exact sale
price was not known but Hanbo is believed to have been sold for
US$500 million or less.


HECHINGER: Kimco Awarded Rights to Hechinger Stores Locations
-------------------------------------------------------------
Kimco Realty Corp. (NYSE: KIM) today announced that it has been
awarded asset designation rights for 34 former Hechinger Stores
and Builders Square locations.  The package included six fee
simple and 28 leasehold interests located across 14 states.

The Company's bid, which was initially accepted at auction held
by the Hechinger bankrupt estate on November 29th, was approved
by the U.S. Bankruptcy Court in Delaware on December 9, 1999.  
The asset designation rights, which enable the Company to direct
the ultimate disposition of the fee or leasehold positions held
by the bankrupt estate, were utilized to facilitate the
acquisition of those positions by various national retailers. In
a prior auction held in October of this year, Kimco was awarded
designation rights for 29 sites, including three fees and 26
leasehold interests.  In total, Kimco has obtained asset
designation rights to 63 former Hechinger and Builders Square
locations.

In conjunction with the aforementioned transactions, Kimco has
reached agreements to designate 40 of the locations to various
retailers, including Home Depot, Wal-Mart, Kmart, Kohl's, and
others.  The Company will continue to market the remaining vacant
locations over the next six months, and has the ability to
reject leaseholds during that time should such marketing efforts
be unsuccessful.  Milton Cooper, Kimco's Chairman and CEO said,
"We have worked hard with the debtor, creditors, and our retail
partners to maximize the value of these sites."

Kmart is the primary lessor on certain of the properties that
were subsequently sublet to Hechinger as a result of Hechinger's
acquisition of Builders Square.  Kmart has entered into an
agreement with Kimco to share in the gross proceeds of certain of
the lease designations and will maintain approval rights on
future designation of certain other sites.

"Our Kimco Associates examined a portfolio of nearly 200
properties located across the country in an extremely short
period of time.  This undertaking highlights our ability to seize
the moment and be fast with our footwork," said Cooper.

In a separate series of transactions involving Hechinger store
locations, the Company also announced it has directly acquired
fee title to seven locations and one ground lease position.  
These locations were previously leased to Hechinger under a
master lease agreement.  Kimco acquired the sites through
separate transactions which included the acquisition of
partnership interests from a third party that held the
properties, the purchase of secured notes that encumbered the
properties, a remainderman position in the assets, and the
Hechinger master lease position.  The aggregate consideration for
the purchase of the various interests was approximately $57
million.  The master lease position for these eight locations was
included in the package approved by the Bankruptcy Court.  
Although Hechinger was the primary tenant on the lease, most
of the locations were sublet to other retailers.

Cooper said, "I am especially proud of our ability to complete
this transaction because we negotiated with four separate parties
to acquire the package.  I feel it demonstrates Kimco's
considerable expertise at overcoming obstacles and capturing
value from under-performing assets."

Kimco, a publicly traded real estate investment trust, has
specialized in shopping center acquisitions, development and
management for more than 30 years.  Kimco currently owns and
operates the nation's largest portfolio of neighborhood and
community shopping centers, with interests in 473 properties
comprising approximately 61 million square feet of leaseable
space located throughout 40 states.


INDUSTRIAL IMAGING: Engages Cayer Prescott as New Auditors
----------------------------------------------------------
On December 2, 1999, Industrial Imaging Corporation engaged Cayer  
Prescott Clune & Chatellier, LLP as its new independent auditors
for the  company's fiscal year ending March 31, 1999. Cayer
Prescott Clune & Chatellier served as the independent auditors
for Industrial Imaging  for the fiscal years ended March 31, 1996
and March 31, 1995 when the  company was a publicly held Rhode
Island corporation known as Orbis,  Inc. In February  1997, the
company acquired Triple I, a privately held Delaware corporation,
in a transaction whereby the shareholders of Triple I exchanged
100% of the outstanding Triple I common stock, $.01 par value,
for approximately 90% ownership of Industrial Imaging.  
Immediately prior to the Triple I transaction, Orbis
reincorporated under the laws of Delaware, completed an 18:1
reverse split of its common stock and changed its name to
Industrial Imaging Corporation.


LEVITZ: Court Approves Entry Into Consulting Agreement
------------------------------------------------------
Judge Walrath approved, pursuant to 11 U.S.C. Sec. 363, the
Debtors entry into a Consulting Agreement with Deere Park
Associates, Inc., under which the Debtors contract with Deere
Park to manage and operate their clearance center located at 2750
Sullivan Road in College Park, Georgia, from which Levitz will
dispose of excess inventory resulting from store closings for a
120-day period.

The Consulting Agreement provides that Deere Park will manage and
operate the Clearance Center on Levitz' behalf in exchange for a
5% commission on Net Sales Revenue (Sale Proceeds plus warranty
revenues less markdowns less returns less sales taxes less
delivery charges) plus a bonus based on Sales Profit (Net Sales
Revenue less Sale Expenses less cost of merchandise):

          Sale Profit Amount                  Deere Park's Bonus
          ------------------                  ------------------
          Loss                                No bonus
          Zero to $50,000                     30% of Sale Profit
          $50,001 to $100,000                 35% of Sale Profit
          $100,001 to $150,000                40% of Sale Profit
          $150,001 and up                     45% of Sale Profit

The Debtors believe that Deere Park's proven track record in
operating furniture liquidations justifies their hiring.  
Importantly, the operation of the Clearance Center will not
distract senior management, allowing them to focus on on-going
day-to-day operations and their restructuring responsibilities.  
(Levitz Bankruptcy News Issue 41; Bankruptcy Creditor's Service
Inc.)


LONDON FOG: Seeks To Assume and Assign Leases
---------------------------------------------
The debtors, London Fog Industries, Inc. seek court authority to
assume and assign certain leases with respect to retail store
locations.  The assignees are Rosedale Wilsons, Inc. a/k/a
Wilsons Leather Outlet and TCMB&T, Inc. d/b/a B&T Big & Tall
Factory Store.

The leases to be assigned cover stores located in Freeport, Maine
and Foley, Alabama.

An auction will be held on December 2, 1999 at the offices of
Sidley & Austin, 875 Third Avenue, 11th Floor, New York, New York
10022.


MONTGOMERY WARD: Motion To Compromise & Settle Trent Claims
-----------------------------------------------------------
Refreshing Judge Walsh's recollection about the posture of the
litigation with the Trent Plaintiffs, the Debtors report that, on
December 16, 1998, after briefing on the Class Certification
Motion was complete, the United States District Court For The
District of Wyoming sua sponte determined as a result of a Tenth
Circuit Court of Appeals case that it lacked subject matter
jurisdiction over the class action case, and remanded the
proceedings to state court.  On December 30, 1998, the Trent
Plaintiffs filed a motion for reconsideration of that decision
and a supplemental memorandum in support of that motion.  The
Wyoming District Court denied the motion.  On February 12, 1999,
the Trent Class Plaintiffs filed a Motion to Extend the Deadline
for Certain Proofs of Claim.  That Motion was resolved by
stipulation dated March 18, 1999.  On March 5, 1999, the
Trent Class Plaintiffs filed a putative class proof of claim in
an unliquidated amount.  On March 8, 1999, the Trent Class
Plaintiffs commenced an Adversary Proceeding (Adv. Pro. No. 99-
72) to liquidate as a Class Action their claims against
Montgomery Ward.  On March 15, 1999, the Trent Class Plaintiffs
filed a Motion For an Order Certifying a Class.  A hearing on the
Class Certification motion was held on April 20, 1999 and the
matter is sub judice.  

On September 9, 1999, after lengthy, arduous and complex
negotiations, the Trent Class Plaintiffs and the Defendants
mutually consented to the resolution of the Class Proof of Claim
and the Adversary Proceeding as memorialized in the Settlement
Agreement.  The Settlement Agreement requires the Trent Class
Plaintiffs and the Defendants to seek the prompt entry of an
order preliminarily approving the Settlement Agreement and the
form of notice to be directed to all class members notifying them
of the terms of the settlement and of the date of the hearing
when the parties will request that the Court finally approve the
settlement in all respects and consider the application of
counsel to the Trent Class Plaintiffs for an award of counsel
fees and costs to be paid from the proceeds of the settlement.  

Subject to the final approval of the Bankruptcy Court, the
Settlement Agreement provides, among other things, that:

(a) the Trent Class shall hold an allowed MW Class 3 Unsecured
Claim, in the gross amount of $7,000,000, which will be used for
the eventual payment of the Trent Class Plaintiffs' counsel fees
(not to exceed $1,500,000 as may be approved by the Bankruptcy
Court and for cash distribution to the Trent Class;

(b) Wards will distribute to the Trent Class merchandise credit
certificates (i.e. gift certificates) in the total amount of
$2,000,000;

(c) Wards will distribute to the Trent Class discount coupons
which have a total value of approximately $6,700,000;

(d) Wards will pay the sum of $250,000 representing a
reimbursement of expenses incurred by Plaintiffs' counsel in
prosecuting this case of $200,000, and a payment to each of the
Trent Class plaintiffs of $10,000.00.

The Trent Plaintiff Class will consist of all persons employed as
commissioned sales associates at Reorganized MW & Co., Inc.,
formerly known as Montgomery Ward & Co., Inc., in the electronics
department or appliance department (Electric Avenue); the
furniture department (Rooms & More); and the automotive
department (Auto Express) during the period between March 1, 1992
and June 30, 1997.

The Debtors are convinced that these settlement terms are
reasonable and in the best interests of the Debtors' estate,
Wards and the Trent Class.

Accordingly, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, the Debtors ask Judge Walsh for authority
to take all steps necessary to compromise and settle the Trent
Class Claim on these terms.  


NU-KOTE HOLDING: Joint Motion For Approval of Compromise
--------------------------------------------------------
The debtors, the lenders and Richmont Capital Partners I, LP have
agreed to a compromise and settlement among them incorporated in
The Term Sheet, providing for the purchase of the assets and/or
stock of the debtors by Richmont or the successful bidder.  The
debtors, the lenders an the Committees have agreed to an open
bidding procedure to effectuate the sale of the debtors' assets
and/or stock either under a joint plan or the transfer of the
assets of these estates to an entity or entities as directed by
the lenders and consistent with the timetable set forth under the
Term Sheet and/or the joint plan.

The initial overbid must provide at least $1 million of
additional cash, and the terms provide for a $600,000 Break-up
fee to Richmont.

The debtors' joint plan provides for the continued operation of
the business of Nu-Kote, the transfer of ownership of the
business and the Litigation, on the Effective Date of the Joint
Plan to Richmont or the successful bidder.  The payment of
allowed unsecured claims other than the lenders of their pro rata
share of the sum of $600,000 or such higher amount as is
generated by the Bidding Procedure and 25% of the Net Cash
Received on avoidance actions.


OPTEL, INC: Closes $60,000,000 Revolving Credit Facility
--------------------------------------------------------
OpTel, Inc ("OpTel") announced that it has closed a $60 million
asset-based secured revolving credit facility from The CIT
Group/Business Credit, Inc. and Foothill Capital Corporation.

The Company expects that proceeds of the facility will fund its
working capital requirements while under Chapter 11 protection.
OpTel is a leading network based provider of integrated
communications services, including local and long distance
telephone, cable television and high-speed Internet access
services in the United States.  The Company currently provides
cable television and telecommunications services in a number of
metropolitan areas including Los Angeles, San Diego, San
Francisco, Phoenix, Denver, Houston, Dallas-Fort Worth, Chicago,
Indianapolis, Atlanta, Miami-Ft. Lauderdale and Orlando-Tampa.  
OpTel is majority owned by Le Groupe Videotron Ltee, owner of the
second largest cable television operator in Canada.


PLANET HOLLYWOOD: Court Approves Plan Disclosure Statement
----------------------------------------------------------
After a hearing on Dec. 9, Planet Hollywood International
Inc.(Orlando, Fla.) won approval for the disclosure statement
related to its joint reorganization plan, clearing a crucial
hurdle toward its ultimate exit from bankruptcy. Company counsel
Robin Keller of Stroock & Stroock & Lavan told the U.S.
Bankruptcy Court for the District of Delaware that all the
objections filed to the document were resolved after the company
made additional disclosures and amendments to the statement.
Among the modifications was a clarification of certain releases
and more details concerning the company's stock option plan as
well as lease assumption and rejection issues. (The Daily
Bankruptcy Review and ABI December 13, 1999)


PREMIER SALONS: Seeks Order Approving Rejection of Leases
---------------------------------------------------------
The debtors, Premier Salons International, Inc., et al. seek a
court order approving the rejection of certain unexpired leases
of nonresidential real property.  

The leases cover premises located at 5530 Wisconsin Avenue, Suite
105, Chevy Chase, Maryland; 7959 Broadway, San Antonio, Texas,
121 West Fourth Street, Cincinnati, Ohio; 22091 Michigan Avenue,
Dearborn, Michigan and 6201 Arlington Boulevard, Falls Church,
Virginia 22044.


QUALITECH: Sr. Lenders Respond To Motion of Creditor's Committee
----------------------------------------------------------------
The senior lenders of the debtor deny the Committee's assertion
of increase in value of the collateral.  They state that there
are no facts to substantiate this claim and that the motion of
the Committee to determine rights under financing orders or to
convert he cases to Chapter 7 should be denied. The senior
lenders state that the Committee's insistence on inserting
speculation as to the value of the businesses in the hands of the
purchaser is meaningless in determining whether the Collateral
increased or decreased in value.  


SUNPOINT SECURITIES: Customer Accounts Transferred
--------------------------------------------------
Customers of Sunpoint Securities, Inc., a Longview, Tex.-based
brokerage firm, are receiving this week notification letters
regarding transfer of their accounts from Sunpoint to other
brokerage firms, following the beginning of a process to
liquidate Sunpoint initiated by the Securities Investor
Protection Corporation (SIPC).

SIPC is a nonprofit, membership corporation created by the
Securities Investor Protection Act (SIPA) in 1970 to provide
certain protections against loss to investors in the event of a
brokerage's failure. SIPC protects securities customers of member
broker/dealers, providing up to $500,000 securities protection,
including $100,000 cash protection, per customer. SIPC provides
protection against certain losses if a SIPC member fails
financially and is unable to meet obligations to its securities
customers. It does not protect against losses in market value.

SIPC joined an action against Sunpoint initiated by the
Securities and Exchange Commission and began the liquidation
proceeding of Sunpoint on November 19. An SEC examination of the
firm has revealed a substantial shortfall in customer accounts.
The firm has approximately 10,000 customers nationwide.

Judge John Hannah of the U.S. District Court for the Eastern
District of Texas appointed Robert G. Richardson of Jackson
Walker, a Dallas law firm, as Trustee for the proceeding.

"Sunpoint Securities offers a strong example of our ongoing
commitment to fulfilling SIPC's mandate, which is to help promote
confidence in the U.S. securities markets by providing protection
to customers of registered broker dealers," said Michael Don,
SIPC president.

As part of the liquidation process, SIPC advanced $15 million to
the Trustee on November 24 in order to expedite the release of
approximately $23 million in securities in customer accounts that
were being held as collateral against bank loans to Sunpoint.

"We moved aggressively to safeguard customer accounts and
facilitate the very timely transfer of these accounts to other
firms," said Mr. Don. "We look forward to working with the
Trustee on a comprehensive review of all customer claims against
Sunpoint."

The accounts of former Sunpoint customers are being transferred
to J.P. Turner & Company and Corporate Securities Group. These
customers are expected to be able to gain access to their
accounts for trading or to transfer the account to another firm
by approximately December 20.

On December 21, the Trustee will publish a notice in newspapers
and mail a customer claims packet to all customers of Sunpoint.
All customers who may have any claims against Sunpoint must
complete the claims forms and return them to the Trustee
according to the instructions provided in the claims packet. "It
is important for customers to understand that a claim is filed
only when received by the Trustee," said Mr. Don. "It is the
customer's obligation to get it into the Trustee's possession,
even if the Trustee has already transferred the customer's
account."

Since SIPC's founding in 1970, SIPC has satisfied (as of Dec. 31,
1998) more than 426,500 claims in completed or substantially
completed cases, distributing cash and securities totaling $2.87
billion ($194.4 million from the SIPC Fund and $2.67 billion from
debtors' estates).

Shareholders of Tech Squared Inc. (OTC Bulletin Board: TSQD)
approved the dissolution of the company in accordance with a plan
of voluntary liquidation and dissolution.  The vote clears the
way for Tech Squared to complete the sale of its operating assets
pursuant to an asset purchase agreement with Netdirect
Corporation International (formerly Virtual Technology
Corporation).

"I'm particularly pleased that 93 percent of the minority
shareholders who placed a vote voted in favor of the proposed
dissolution," said Chuck Reese, president and chief executive
officer of Tech Squared.

The company said it intends to complete a tax-free reorganization
with Digital River, Inc. (Nasdaq: DRIV) in accordance with a
previously announced acquisition agreement.  Tech Squared will be
dissolved promptly after completion of this reorganization.

Closing of the reorganization is subject to completion of the
sale or other disposition of Tech Squared's operating assets and
the establishment of a liquidating trust to satisfy known or
contingent liabilities of Tech Squared, and other customary
conditions.  Tech Squared currently intends to deposit cash
and a portion of the to-be-issued shares of Digital River common
stock into the liquidating trust to satisfy this requirement.  
The remaining newly-issued shares of Digital River common stock,
which are expected to constitute substantially all of the assets
of Tech Squared, will then be distributed to Tech Squared
shareholders on a pro-rata basis.

Tech Squared has signed a definitive agreement with Netdirect
Corporation International (OTC Bulletin Board: VTCO) under which
Netdirect will acquire substantially all of Tech Squared's
operating assets for a cash purchase price of approximately
$3,000,000.  Closing of the asset sale to Netdirect is expected
to occur shortly.  Netdirect is a Minneapolis-based e-commerce
company specializing in the sale of high-performance computer
hardware, software and peripheral products.

Tech Squared, based in Minneapolis, is a national marketer and
distributor of mid- to high-end microcomputer hardware, software
and peripherals primarily to businesses in the desktop
publishing, graphic arts and pre-press industries, as well as an
emerging customer base of Internet and intranet site developers.


UNITED PETROLEUM: Announces Reorganization and Merger
-----------------------------------------------------
United Petroleum Corporation (OTC Bulletin Board: UPET) announced
the completion, on November 12, 1999, of its Bankruptcy
Reorganization Plan and the simultaneous merger with F.S.
Convenience Stores, Inc., the Miami-based holding company for the
Farm Stores chain of walk-in convenience stores.  As provided in
the Bankruptcy Plan, UPC's common stock, debentures, and
preferred stock were exchanged for newly issued common stock, and
approximately 48% of UPC's common stock was issued to Mr. Joe
Bared, the owner of Farm Stores.  Approximately 36% of UPC's
common stock issued in the reorganization is held by Infinity
Investors Limited, an investment firm managed by HW Partners,
L.P. of Dallas, Texas, and its affiliates.  In the transaction,
UPC also acquired a 10% interest in Farm Stores Grocery, Inc.,
the operator of Farm Stores' drive-thru retail grocery business.  
The acquisition of the Farm Stores walk-in convenience stores
allows UPC to emerge from bankruptcy as a strong regional
operator of convenience stores, poised for growth in the rapidly
consolidating convenience store operating business.

UPC, through its wholly owned subsidiaries, now operates 99
facilities in Florida, Tennessee and Georgia.  The operations
include 69 walk-in convenience stores which sell gas and 21
traditional convenience stores, all located in Florida, and 9 car
wash, gas station, lube centers, and convenience stores (in
various combinations) located in Tennessee and Georgia.  The
facilities had combined normalized revenue of $109.5 million for
the twelve months ended August 31, 1999.

Upon the completion of these transactions, Mr. Joe Bared became
the Chairman and Chief Executive Officer of UPC, replacing Mr.
Michael F. Thomas, who resigned.  Additionally, Mr. Carlos Bared
has assumed the position of Chief Financial Officer of UPC.

UPC's board of directors has been reconstituted to include Mr.
Joe Bared and Mr. Carlos Bared of Miami, Florida, Mr. Clark K.
Hunt of Dallas, Texas, Mr. Stuart J. Chasanoff of Dallas, Texas
and L. Grant Peeples, Esq. of Miami, Florida.

"We are extremely excited about the opportunities afforded us by
this transaction and by the opportunity to work with HW Partners
to build UPC into a major presence in the convenience store
industry," said Joe Bared.  "As shown through the expansion
activities of The Pantry, Casey's General Stores and private
players like Convenience Stores USA, this industry is in a major
consolidation phase, with independent operators taking the lead.  
We hope to join the ranks of the leaders in this industry."

Stuart Chasanoff, Senior Vice President of HW Partners, L.P.,
said, "Our objective from the start was to find the best operator
in the industry and give them the resources to create an industry
leader.  We believe we have found that expertise in Joe Bared and
the Farm Stores team, and look forward to helping them grow the
business."

UPC plans to update its historical SEC filings as soon as
practicable.


VENCOR: Motion To Amend $100,000,000 DIP Credit Agreement
---------------------------------------------------------
Vencor sought and obtained Court approval of four amendments of
the DIP Credit Agreement in exchange for a $200,000 amendment
fee.

First, the Lenders consent to Vencor's sale of the Dixfield
Property in exchange for a $197,500 promissory note.

Second, Vencor and the Lenders agree that, any settlement of
existing disputes with the United States with respect to Medicare
and the False Claims Act must be on terms no less favorable than
those set forth in a Government Settlement Term Sheet, annexed to
the Credit Agreement.  Any settlement agreed to by the Debtors
and the Government on terms less favorable than set forth in the
Government Settlement Term Sheet will constitute an event of
default under the DIP Facility.  Further, Vencor covenants that
the Lenders may declare the DIP Facility to be in default if
the Government asserts any claim that is material, within the
discretion of the Lenders, not specified in the Government
Settlement Term Sheet.  The Government Settlement Term Sheet is
not attached to Vencor's Motion papers.  

Third, the Lenders agree to extend by one month -- to January 13,
2000 -- the deadline within which Vencor must file a plan of
reorganization, a disclosure statement in support of that plan
and a motion requesting confirmation of that plan.

Fourth, the Lenders consent to Vencor's sale of surplus
respiratory equipment.  


VENCOR: Warns of Negative Impact To Fourth Quarter Results
----------------------------------------------------------
Vencor, Inc.'s fourth quarter operating results are expected to
be impacted negatively by a charge related to reserves for
uncollectible accounts receivable.  Management's ongoing review
of accounts receivable for each of its three business lines is
not expected to be completed until the company's release of its
fiscal 1999 results in March 2000.

The company and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the United States Bankruptcy
Court in Delaware on September 13, 1999.

Vencor, Inc. is a long-term healthcare provider operating nursing
centers, hospitals, and ancillary contract services in 46 states.


WAXMAN INDUSTRIES: Announces Financial Restructuring Plan
---------------------------------------------------------
Waxman Industries, Inc. (OTC Bulletin Board: WAXX), a holding
company for businesses supplying specialty plumbing and other
products to the U.S. repair and remodeling market, reported it
has reached an agreement with a committee representing its
bondholders for the financial restructuring of Waxman
Industries.  The comprehensive financial restructuring plan
contemplates the filing of a plan of reorganization after the
sale of the 7.2 million common shares of Barnett Inc. (Nasdaq:
BNTT) owned by the Company.  The sale proceeds will be used to
satisfy all of the Waxman Industries' 12-3/4% Deferred Coupon
Notes (the "Deferred Coupon Notes") and Waxman USA's 11-1/8%
Senior Notes (the "Senior Notes"), which total approximately $128
million, and to pay taxes and certain transaction related costs.

The plan of restructuring does not involve any of the Company's
operating subsidiaries, including Waxman Consumer Products Group,
WOC Inc. (parent of Medal Distributing), Western American
Manufacturing Inc., or the operations in Taiwan and China (TWI,
CWI and Premier Faucet Corporation).  The operating subsidiaries,
which have their own bank credit facility, will continue to pay
all of their trade creditors, employees and other liabilities
under normal trade conditions.

"We believe the agreement with our bondholders and the proactive
resolution of the Company's capital issues is welcome news for
our customers, vendors and employees, who have consistently
supported our efforts to reduce the high level of debt at the
holding company," said Armond Waxman, President and Co-Chief
Executive Officer.  "This plan eliminates nearly all of our long-
term debt prior to maturity, and completes the Company's
financial restructuring plan that began in 1994.  The result will
be a much stronger company that has only a small amount of debt."

Mr. Waxman added, "We are grateful for the continuing support of
our customers, vendors and employees.  We believe these financial
transactions will be seamless for all those we deal with in the
marketplace, particularly because the restructuring plan does not
involve our operating subsidiaries."

Over the past several months, the Company has had discussions
with an ad hoc committee of holders of approximately 87% of the
Deferred Coupon Notes. As a result of these discussions, the
Company has reached an agreement with this committee, pursuant to
which the holders of Deferred Coupon Notes will accept,
in full settlement of their notes, a portion of the net proceeds
from the sale of the Barnett stock, prior to their maturity in
2004.  The Senior Notes will be paid in full in cash with
interest, as will all bank debt, trade creditors and employees.

The only creditor affected by this settlement is the Company's
Deferred Coupon Note holders.  After the sale of the Barnett
common stock is completed, Waxman Industries Inc. will file a
pre-negotiated plan of reorganization with the Bankruptcy Court,
that has been jointly developed and will be jointly sponsored by
the committee of Deferred Coupon Note holders, in order to more
effectively complete the transaction, and to bind the same
discount to the remaining Deferred Coupon Note holders.  The
Company believes that the Joint Plan should proceed quickly
because it has the overwhelming support of the Deferred Coupon
Note holders, the only impaired class of creditors.  The Company
expects to complete the Plan by mid-2000.


WIRELESS ONE: Completes Reorganization, Becomes MCI WorldCom Sub
----------------------------------------------------------------  
Wireless One, Inc. (OTC Bulletin Board: WIRL), announced that the
company has successfully completed its plan of reorganization as
previously confirmed by the United States Bankruptcy Court for
the District of Delaware. As a result, Wireless One has become a
wholly owned subsidiary of MCI WorldCom (Nasdaq: WCOM). All
former Wireless One shareholders' shares have been cancelled.  
Former shareholders will receive instructions on submitting their
share certificates in exchange for approximately $1.32 per share.

Wireless One President and CEO Henry M. Burkhalter said,  
"Wireless One staff is excited to be a part of the MCI WorldCom
family.  We will enter the new millennium with significant new
potential and look forward to the new opportunities this
relationship presents."

Wireless One, Inc., a Broadband Wireless Access provider, owns,
develops and operates wireless video, data and voice over
Internet Protocol systems in eleven contiguous states in the
Southeastern U.S. with exclusive licenses in the Multi-Point
Multi-Channel Distribution System ("MMDS") and Wireless
Communications Spectrum ("WCS").  The Company also owns a 50%
interest in Wireless One of North Carolina, L.L.C. that holds
exclusive MMDS and WCS licenses in 13 North Carolina markets.


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

January 13-15, 2000
   AMERICAN LAW INSTITUTE
      Real Estate Financing Documentation:
      Coping with the New Realities
         Doubletree La Posada Resort, Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

February 24-26, 2000
   AMERICAN LAW INSTITUTE
      Chapter 11 Business Reorganizations
         Walt Disney World, Orland, Florida
            Contact: 1-800-CLE-NEWS

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

March 2-5, 2000
   COMMERICAL LAW LEAGUE OF AMERICA
      1st Annual Winder Conference
         Radisson Resort Hotel, Scottsdale, Arizona
            Contact: 1-561-241-7301 or 1-213-487-7550

March 9, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Spring Seminar
         Somewhere in New Orleans, Louisiana
            Contact: 1-803-252-5646 or info@nabt.com

March 9-10, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Healthcare Restructurings: Successful Strategies
      for Managing Distressed FinancesConference on
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

March 30-April 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

April 3-4, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI

April 5-8, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or info@turnaround.org
         
April 6-7, 2000
   AMERICAN LAW INSTITUTE
      Commercial Securitization for Real Estate Lawyers
         Walt Disney World, Orlando, Florida
            Contact: 1-800-CLE-NEWS

April 10-11, 2000
   PRACTISING LAW INSTITUTE
      22nd Annual Current Developments in
      Bankruptcy and Reoorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact: 1-800-260-4PLI

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

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

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loewes Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
September 12-17, 2000
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Convention
         Doubletree Resort, Montery, California
            Contact: 1-803-252-5646 or info@nabt.com

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

November 3-7, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 1-312-822-9700 or info@turnaround.org
         
The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  


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

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

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
rate is $575 for six months delivered via e-mail. Additional
e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  


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