TCR_Public/991221.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 21, 1999, Vol. 3, No. 245
  
                            Headlines

AMERICAN TRACK: Chapter 11 Trustee Moves for Conversion
ARM FINANCIAL: Sale to Occur Soon in Prepackaged Bankruptcy Case
AQUAGENIX, INC.: Judge Ray Doles-Out Brief Exclusivity Extension
BELL GEOSPACE: Interim Okay to Use Imperial's Cash Collateral
BREED TECHNOLOGIES: Shares Agony of Deconsolidating Schedules

CAMBIOR, INC.: Agnico-Eagle Eyes Troubled Miner for Takeover
CENCOR, INC.: Plan Change Allows for Small Shareholder Recovery
CLARIDGE HOTEL: 4th Order Allowing Continued Cash Collateral Use
CODON PHARMACEUTICALS: Keeping Any Competing Plans at Bay
CRIIMI MAE: Judge Looks for Dec. 23 Disclosure Statement Filing

DISCOVERY ZONE: Lease Buy-Back Extracts $300,000 from Landlord
DISCOVERY ZONE: Estate Still Has Two Leases With Potential Value
EDISON BROTHERS: $200K Bonuses to Retain 20 Wind-Down Employees
FRUIT OF THE LOOM: Former President Holland Returns to Assist
FWT, INC.: Noteholder Committee Needs to See Final Documents

GENERAL RENTAL: Case Summary & 20 Largest Unsecured Creditors
GENESIS DIRECT: MCI Negotiates for 48-Hour Disconnect Notice
GREATE BAY: UST to Probe & Explore Ernst & Young's Relationships
HARNISCHFEGER: Committee Inquires About $300M AP&P Arbitration
HEALTHCOR HOLDINGS: Jackson Healthcare Works as Collection Agent

HVIDE MARINE: Tanker Operator Emerges from Chapter 11
ICO GLOBAL: Nasdaq Delists Shares
INCOMNET, INC.: Ironwood Takes Assignment of Foothill DIP Loan
INCOMNET, INC.: Ironwood Backs Retention Program & Exclusivity
JAY JACOBS: Committee Selects Attorneys & Accountants

JUST FOR FEET: Universal Capital Wins Bid for $12 Mil GOB Sale
JUST FOR FEET: Bankruptcy Services LLC to Serve as Claims Agent
KMART CORPORATION: Puts $1.7 Billion in New Financing in Place
LONG-TERM CAPITAL: To Fold After Repayment of Bail-Out Loans
MALIBU ENTERTAINMENT: Discloses Cash Won't Last Until Year-End

MERIDIAN CORPORATION: Hasn't Paid a Dime to IBM Postpetition
MONDI OF AMERICA: Needs Bar Date Set to File Plan by January 18
MONDI OF AMERICA: Creditors to Gather in Wilmington January 7
NAYA, INC.: Canadian Water-Bottler Says Orders are Being Filled
NEI WEBWORLD: Pump & Dump Scheme Propels Bankrupt Firm's Stock

NEWCARE HEALTH: Judge Fixes January 28 Bar Date
NOVACARE, INC.: Sale to Select Medical Likely Nets $10 Million
OPTEL, INC.: Closes on $60 Million CIT/Foothill DIP Facility
PICO MACOM: UST Calls Creditors to Woodland Hills on January 18
PLANET HOLLYWOOD: Assumes Walt Disney Leases in Orlando & Paris

PURINA MILLS: Resuming Purchasing Activities from St. Louis
SABRATEK CORP.: Commences Chapter 11 Reorganization in Delaware
SGL CARBON: 2nd Amended Plan Transmitted to Creditors for Voting
SYRATECH CORP.: Warehouse Sale-Leaseback Generates $29.1 Million
TELETRAC, INC.: Stipulation Fixes 14% Senior Note Claim Amount

VOICE IT: Case May Convert if No Plan is Filed by December 30
WESTSTAR CINEMAS: Committee Makes Bid for Chapter 11 Trustee

Meetings, Conferences and Seminars

                            *********

AMERICAN TRACK: Chapter 11 Trustee Moves for Conversion
-------------------------------------------------------
Robert H. Slone, the Chapter 11 Trustee of the Estate of
American Track Systems International, Inc., moves the United
States Bankruptcy Court for the District of Delaware for entry
of an order converting American Track's reorganization
proceeding to a liquidation under chapter 7 of the Bankruptcy
Code.  

Since his appointment as the Chapter 11 Trustee, Mr. Slone has
sold virtually all of the Estate's tangible assets.  Mr. Slone
is convinced that distribution of the proceeds of estate assets
under Chapter 7 of the Bankruptcy Code will be more economical
than a distribution through a Chapter 11 plan process.  

Judge Walrath will consider the Trustee's Motion at a hearing
scheduled for January 12, 2000.



ARM FINANCIAL: Sale to Occur Soon in Prepackaged Bankruptcy Case
----------------------------------------------------------------
ARM Financial Group, Inc. (OTC Bulletin Board: ARMGA) signed a
definitive agreement whereby Western and Southern Life Insurance
Company will acquire the Company's insurance subsidiaries,
Integrity Life Insurance Company and National Integrity Life
Insurance Company.

The acquisition by Western and Southern will be implemented in a
chapter 11 case to be commenced by ARM under the Bankruptcy
Code, subject to the approval of the Bankruptcy Court. Under the
terms of the agreement, the purchase price of approximately $119
million, which is subject to a number of downward price
adjustments, will be placed in an escrow account for a period of
eighteen months or longer before any remaining proceeds would be
distributed. In connection with the Western and Southern
transaction, ARM has also entered into settlement agreements
with certain institutional creditors of ARM and Integrity
whereby, among other things, certain obligations and contingent
liabilities of ARM and its subsidiaries would be extended,
released or compromised, subject to the closing of the
transaction with Western and Southern. To the extent that there
are funds remaining in escrow after any downward purchase price
adjustments, certain payments will be made to institutional
creditors for a portion of the obligations that were extended,
released or compromised. There can be no assurance that the net
proceeds from the sale (after taking into account the purchase
price adjustments and the escrow provisions relating to the
institutional settlement agreements) will be sufficient to
satisfy the claims of the Company's creditors or enable a
distribution to shareholders. The Company expects to file a Form
8-K with the Securities and Exchange Commission as soon as
possible with respect to these transactions.

"We are pleased that we have reached an agreement with Western
and Southern, one of the highest rated companies in the industry
today," said John R. Lindholm, president -- Integrity Life
Insurance Company. "This transaction provides enhanced value for
Integrity and National Integrity policyholders. After the
closing, we would anticipate a dramatic improvement in our
credit ratings. We are particularly grateful to our distributors
and policyholders who have remained loyal and patient throughout
this process. Ohio Insurance Director Lee Covington and his
staff have been invaluable in facilitating this sale. Likewise,
New York Superintendent of Insurance Neil Levin and his staff
have been tremendously supportive throughout this process."

The closing of the transaction is subject to the approval of the
Ohio Department of Insurance, the New York Department of
Insurance, and the Bankruptcy Court, as well as to other
customary conditions to closing. The transaction is expected to
close late in the first quarter of 2000; however, there can be
no assurance as to obtaining the required approvals or the
timing of the closing of the transaction.

ARM Financial Group, Inc. -- with a Web site at
http://www.armfinancial.com-- provides annuities through its  
insurance subsidiaries, Integrity Life Insurance Company and
National Integrity Life Insurance Company. Retail face-amount
certificates are issued through SBM Certificate Company. ARM
Securities Corporation provides broker and product support. ARM
Financial Group, Inc. is headquartered in Louisville, Kentucky.

Western and Southern is part of the Western-Southern Enterprise,
a financial services group which also includes Western-Southern
Life Assurance Company, Columbus Life Insurance Company,
Touchstone Advisors, Fort Washington Investment Advisors, Todd
Investment Advisors, Countrywide Financial Services, Capital
Analysts and Eagle Realty Group.  Assets owned or under
management by the group exceed $20 billion.  Upon completion of
this transaction, such assets will total $25 billion.  Western
and Southern is rated A++ (Superior) by A.M. Best, AAA (Highest)
by Duff & Phelps, AAA (Extremely Strong) by Standard & Poor's,
and Aa2 (Excellent) by Moody's.


AQUAGENIX, INC.: Judge Ray Doles-Out Brief Exclusivity Extension
----------------------------------------------------------------
Considering the request by Aquagenix, Inc., and Aquagenix Land
Water Technologies, Inc., for an extension of their exclusive
periods during which to file and solicit acceptances of a plan
of reorganization, Judge Raymond B. Ray determined that a short
extension would be appropriate but a longer extension will
require further consideration.  

Accordingly, Judge Ray will entertain a Second Motion for an
extension of the Debtors' exclusive periods at a hearing
tomorrow, as he simultaneously considers the merits of entering
a final order authorizing the Debtors' use of their Lenders'
cash collateral and an agreement to provide the Lenders with
adequate protection.  

Chad P. Pugtach, Esq., represents the Debtors from his office in
Fort Lauderdale, Florida.  


BELL GEOSPACE: Interim Okay to Use Imperial's Cash Collateral
-------------------------------------------------------------
Imperial Bank and Bell Geospace, Inc., entered into a Starter
Kit Loan and Security Agreement in 1998 to finance certain
receivables, including $466,000 owed by Texaco.  At the time of
Bell's chapter 11 filing in Delaware, Bell owed Imperial roughly
$1.2 million.  Unless it was provided with adequate protection
of its security interest, Imperial was unwilling to permit Bell
use of any monies collected on account of those receivables.  

Bell "has an immediate and continuing need to use the Cash
Collateral in order to avoid immediate and irreparable harm to
its business," attorneys from Connolly Bove Lodge & Hutz LLP,
representing Bell, argued in Bankruptcy Court last week before
Judge Walrath.

Pending a final hearing on January 7, 2000, Judge Walrath ruled
that Bell will be allowed to continue using Imperial's cash
collateral because Imperial's security interests, she found, are
adequately protected by an equity cushion.  To provide Imperial
with further comfort, Judge Walrath directs that Imperial be
granted a replacement lien for all cash collateral used by Bell
post-petition.  


BREED TECHNOLOGIES: Shares Agony of Deconsolidating Schedules
-------------------------------------------------------------
Because of (a) the substantial size and scope of their
businesses, (b) the complexity of their financial affairs, (c)
the limited staffing available to perform an internal review of
their accounts and affairs, and (d) the press of business
incident to the commencement of their chapter 11 cases, BREED
Technologies, Inc., and its 16 debtor-affiliates tell the
Bankruptcy Court in Delaware that it will not be possible to
assemble, prior to January 3, 2000, all of the information
necessary to complete and file Schedules of Assets and
Liabilities and Statements of Financial Affairs on an entity-by-
entity basis.  

BREED asks Judge Walrath to extend their time to file entity-by-
entity Schedules and Statements to February 2, 2000.  The
Debtors remind Judge Walrath that they filed Consolidated
Schedules and Statements on December 6, 1999.  

BREED indicates that the United States Trustee does not oppose
the requested extension, so long as the Debtors agree to
cooperate with all reasonable requests from creditors for
information pertaining to their particular claim.  "The Debtors
represent that they will respond promptly to all such requests,"
Mary F. Caloway, Esq., of Duane, Morris & Hechscher LLP in
Wilmington assures Judge Walrath.  

Separately, BREED asks for a further extension of its time
within which to remove, pursuant to 28 U.S.C. Sec. 1452, pre-
petition lawsuits pending in Courts outside of the District of
Delaware to the District of Delaware to the latest to occur of
(a) March 20, 2000 or (b) the day which is 30 days after entry
of an order terminating the automatic stay with respect to the
particular action sought to be removed.  


CAMBIOR, INC.: Agnico-Eagle Eyes Troubled Miner for Takeover
------------------------------------------------------------
Writing for Reuters from Toronto, Scott Anderson reports that
Canadian gold miner Agnico-Eagle Ltd., flush with cash after
securing a long-term loan, indicates it is eyeing one of the
crown jewels of troubled miner Cambior Inc.  Montreal-based
Cambior has been hit hard by the volatile price of gold and is
struggling to refinance its debt and reorganize its operations.
Agnico-Eagle is in a good position to make acquisitions after it
said Thursday it had closed a $100-million, 8-year bank facility
with a syndicate of banks.  The rich Doyon mine is particularly
appealing to Agnico-Eagle which has mined next door for more
than 30 years. Cambior produced 463,000 ounces of gold in the
first nine months of 1999, with Doyon accounting for 180,000
ounces.

"If we're given the opportunity, I think we'd have to (consider
the property)," David Garofalo, Agnico-Eagle's vice-president of
finance told Reuters.

"We'd have to because it's in our belt and nobody can evaluate
the property better than we can...Given that their prime asset
is right on our belt, there's a good possibility that if given
the opportunity, we will kick the tires."

Garofalo tells Mr. Anderson there had been no talks with Cambior
on a possible deal.  But he said he expected Cambior, which two
months ago hired financial adviser Bunting Warburg Dillon Read
Inc. to look at ways to boost shareholder value, including
possible asset sales, will step up its courtship with mining
firms in the New Year.

Agnico-Eagle's new facility is secured by a first charge on its
LaRonde Mine and is intended partly to finance capital costs
related to the expansion of the LaRonde Mine to 5,000 tons per
day and partly for general corporate purposes.  Agnico-Eagle
said a first tranche of $75 million would be made available over
the next 15 months as key construction and ore reserve
conversion milestones are met.  A second tranche of $25 million
will also be made available, at the company's option.  The banks
also provided for up to $75 million of 8-year credit lines for
metal price, interest rate and foreign exchange hedging.

"It certainly gives us fodder to expand and to grow and
potentially acquire things," Garofalo said of the loan.

Meanwhile, Cambior is trying get its house in order through
restructuring which sparked rumors that its creditors would push
for the unbundling of the company's mines to be sold as smaller
packages to medium-sized mining companies.

Cambior spokeswoman Victoria Putnam refused to say at what phase
the reorganization stood.  But, the miner did say that the
options could include the sale of substantial gold and base
metal assets, a corporate transaction, or reorganization
resulting in the sale of gold assets or base metal assets.


CENCOR, INC.: Plan Change Allows for Small Shareholder Recovery
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri, Western Division, approved a Second Motion to Modify
the Prepackaged Plan of Reorganization for CenCor, Inc.  The
amendment comes nearly five years after CenCor (a consumer
finance concern) obtained confirmation of its prepackaged plan.  

The Second Modification provides that, if a holder of a New Note
has failed to tender his New Note to the Trustee or CenCor on or
before July 1, 2001, the New Note shall become null and void,
and any unclaimed principal related to such New Note shall
become the property of and shall be released to CenCor (or any
liquidating trust established as the successor to CenCor) for
distribution to CenCor's shareholders.


CLARIDGE HOTEL: 4th Order Allowing Continued Cash Collateral Use
----------------------------------------------------------------
The Claridge at Park Place, Incorporated, and The Claridge Hotes
and Casino Corporation have the consent of their secured
lenders, represented by Norman K. Kinel, Esq., and Hollace T.
Cohen, Esq., of Whitman Breed Abbott & Morgan LLP, to continue
using cash collateral through December 17, 1999, under the terms
of a Fourth Interim Consent Order presented to Judge Judith H.
Wizmur in the U.S. Bankruptcy Court for the District of New
Jersey.  

The Claridge's use of their Lenders' cash collateral may not
vary by more than 10% of a budget estimating:

                            Week Ending      Week Ending
                           Dec. 10, 1999    Dec. 17, 1999
                           -------------    -------------
       Cash inflows          $2,740,000       $2,540,000      
       Cash outflows         $3,817,800       $2,741,685


CODON PHARMACEUTICALS: Keeping Any Competing Plans at Bay
---------------------------------------------------------
Codon Pharmaceuticals, Inc., and Oncor, Inc., ask Judge Farnan
to extend their exclusive period during which to solicit
acceptances of their Second Amended Chapter 11 Plans of
Liquidation through February 29, 2000.  

The Debtors remind Judge Farnan that their Joint Disclosure
Statement was approved on November 15, 1999 and the Court
scheduled a confirmation hearing for January 12, 2000.  The
Debtors have no particular reason to believe that confirmation
will be derailed, but they don't want to be distracted from
continued negotiation with their Creditors' Committee by the
fear that someone is out there soliciting support for a
competing plan.  

"The Debtors merely desire to maintain the status quo, while
continuing to work with the Committee to confirm their plans,"
says Edwin J. Harron, Esq., of Young Conaway Stargatt & Taylor
LLP, counsel to Codon and Oncor.


CRIIMI MAE: Judge Looks for Dec. 23 Disclosure Statement Filing
---------------------------------------------------------------
Judge Duncan W. Keir in the U.S. Bankruptcy Court for the
District of Maryland granted Criimi Mae, Inc., and its
affiliates a one-week extension, through Dec. 23, to file their
proposed disclosure statement.  The company requested the
extension as they finalize the proposed treatment under an
Amended Plan of two of their largest secured creditors: Merrill
Lynch Mortgage Capital, Inc., and German American Capital
Corporation.  Under the Amended Plan, Merrill Lynch and GACC
will continue as secured lenders to Reorganized CMI.  

The continuation of these loans are a cornerstone of CMI's
Amended Plan of Reorganization, Richard Wasserman, Esq., of
Baltimore-based Venable, Baetjer and Howard, LLP, relates.

"The Debtors believe that the Official Committee of Equity
Security Holders of CMI will be supporting the Amended Plan,"
advises Stanley J. Samorajczyk, Esq., of Akin, Gump, Strauss,
Hauer & Feld, L.L.P., in Washington, D.C., explaining that this
short extension will allow last-minute changes in the documents
to catch-up with last-minute negotiations necessary to wind-up
this just-over-a-year-old chapter 11 proceeding.  


DISCOVERY ZONE: Lease Buy-Back Extracts $300,000 from Landlord
--------------------------------------------------------------
Rosana Square Partnership leases property located in Overland
Park, Kansas, to Discovery Zone, Inc., under a 1992 Lease
Agreement.  The Debtors have no use for the property, having
closed-up their FunCenters and sent their employees home.  
Rosana wants the property back while the Debtors want to market
the below-market rental rates offered under the Lease Agreement.  
Opening its check book, Rosana offers to pay DZONE $300,000 to
recapture its property.  Subject to higher and better offers to
be submitted by December 27, 1999, DZONE agrees to vacate and
surrender the Overland Park Property to Rosana.

Brendan Lineham Sannon, Esq., of Young Conaway Stargatt & Taylor
LLP represents DZONE in its chapter 11 proceeding.  


DISCOVERY ZONE: Estate Still Has Two Leases With Potential Value
----------------------------------------------------------------
Discovery Zone, Inc., and its 3 affiliated debtors terminated
their business operations in June 1999, and, since that time,
the Company has sold substantially all of its assets.  DZONE
still has two unexpired non-residential real property leases
kicking around.  To avoid premature assumption of those Leases,
triggering needless administrative priority claims, and to avoid
premature rejection of the Leases, risking the loss of value
extractable in an assumption and assignment transaction, the
DZONE asks Judge Farnan to extend the date by it must decide
whether to assume or reject the Leases to February 17, 2000.


EDISON BROTHERS: $200K Bonuses to Retain 20 Wind-Down Employees
---------------------------------------------------------------
Edison Brothers Stores, Inc., and its 7 affiliated debtors, as
previously reported in the TCR, ceased operation of all retail
stores and completed transactions for the assumption and
assignment, rejection or other disposition of virtually every
retail store lease by July 30, 1999.  At this time, Edison is
primarily engaged in the disposition of their remaining assets
and the reconciliation of filed proofs of claim.  

In April 1999, as detailed in the TCR, Edison obtained approval
of a Key Employee Retention & Severance Program.  That Program
contemplated continued service by vital employees for a 3 to 12
month period.  

The Debtors project they will need to continue employing 20
individuals through January 8, 2000 and 8 individuals through
April 8, 2000, in order to complete a winding-down of the
business.  Accordingly, Edison asks Judge Walrath to (A) extend
the Key Employee Retention & Severance Program through April
2000 and (B) authorize payment of Retention Bonuses equal to one
month's salary on January 8, 2000 and April 8, 2000.  The
Debtors estimate these additional Retention Bonuses will cost
$200,000.  


FRUIT OF THE LOOM: Former President Holland Returns to Assist
-------------------------------------------------------------
Fruit of the Loom, Ltd. (NYSE: FTL) announces the appointment of
John B. Holland to the Board of Directors.  The Board also
announced Mr. Holland's appointment as Executive Vice President
of Operations.  Mr. Holland, the Company's former President and
Chief Operating Officer for over twenty years from the mid-
seventies to the early nineties, had rejoined the Company in
October of this year to consult with Dennis Bookshester, the
Acting Chief Executive Officer and to oversee the Company's
manufacturing operations and completion of its 2000 business
plan.

On behalf of the Board, Dennis Bookshester commented that, "We
are grateful to John for his willingness to rejoin the Company
at this critical time.  John's knowledge and experience will be
instrumental in helping the Company achieve its business plan."

In October, FTL announced that Mr. Holland rejoined the Company
to consult with Dennis Bookshester, the Acting Chief Executive
Officer, to oversee the Company's manufacturing and completion
of its 2000 business plan.  

FTL additionally announced at that time that it had reached
agreement with its syndicated bank group on a waiver of the
financial covenants under the Company's senior credit agreements
through January 31, 2000, and signed a commitment with a new
lender to replace the current receivables backed facility. The
new receivables backed facility, FTL related, subject to a
definitive purchase agreement and other documentation
satisfactory to the new lender as well as normal representations
and warranties customary with similar financings, will not be
subject to credit rating defaults.

Further, in October, the Company reported that its final bond
payment with respect to its 7 7/8% unsecured senior notes of
approximately $45 million, and the Company's other obligations
with respect to its 8 7/8% senior notes and other debt
agreements were made as scheduled.


FWT, INC.: Noteholder Committee Needs to See Final Documents
------------------------------------------------------------
Joseph F. Postnikoff, Esq., of McConnell & Goodrich in Fort
Worth, Texas, serving as local counsel to the Official Committee
of Noteholders appointed to represent the interests of the
holders of $105 million of 9-7/8% Senior Subordinated Notes due
2007 tell the Honorable Massie Tillman that the Committee must
see final versions of corporate documents for Reorganized FWT,
Inc., before they can walk arm-in-arm with FWT into an
uncontested confirmation hearing.  

The Committee has asked for the documents and the Disclosure
Statement filed by the Debtors in support of the Second Amended
Plan of Reorganization for FWT, Inc., dated as of November 16,
1999, says the documents will be provided to the Committee.  For
whatever reason, they haven't arrived.  In all events, if FWT
wants to confirm its plan and take it effective on December 31,
1999, the Committee needs the documents ASAP.  

Wendell H. Adair, Jr., Esq., and Mindy A. More, Esq., of Stroock
& Stroock & Lavan's office in New York, serve as lead counsel to
the Noteholders' Committee.  


GENERAL RENTAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: General Rental, Inc.
         2101 N.W. 33rd Street
         Suite 500
         Pompano Beach, Florida 33069

Type of Business: Rental company

Petition Date: December 16, 1999      Chapter: 11

Court: District of Deleware           Judge: Walrath

Debtor's Counsel: Barry N. Seidel, Esq.
                   Joseph H. Smolinsky, Esq.
                   Sonnenschein Nath & Rosenthal
                   1221 Avenue of the Americas, 24th Floor
                   New York, New York 10020-1089

                   David Peress, Esq.
                   Young, Conway, Stargatt & Taylor
                   P.O. Box 391
                   11th Floor
                   Rodney Square North
                   Wilmington, Delaware 19899

Total Assets: Between $1.1 million to $50 million
Total Debts:  Between $1.1 million to $50 million

20 Largest Unsecured Creditors:

Bank of America                   Revolving Loan      $9,037,918
Associates Commercial Corp.       Equipment Financing $4,732,754
Ingersoll-Rand Company            Equipment Financing $1,483,667
American Equipment Leasing        Equipment Financing $1,110,340
Multiquip, Inc.                   Trade               $1,062,937
Charles W. Jones                  Promissory Note       $798,082
The Stanley Works                 Rent                  $660,587
Pincorp, Inc.                     Promissory Note       $508,786
Withrop Resources Corp.           Lease                 $474,044
Hood Management Services, Inc.    Promissory Note       $393,900
Southern Rental Services, Inc.    Promissory Note       $287,301
Clay County Rentals, Inc.         Promissory Note       $284,882
Lew Hudson & Associates, Inc.     Equipment Financing   $278,788
TrueServe Corporation             Trade                 $248,681
Alto US, Inc.                     Trade                 $245,292
Bruce Norman                      Non-compete Contract  $233,000
Inter/National Rental Insurance   Insurance Premiums    $192,160
Mike Sorell                       Non-compete Contract  $161,644
Sam H. Tagliarino                 Non-compete Contract  $154,297
US Markets, Inc.                  Lease                 $144,949


GENESIS DIRECT: MCI Negotiates for 48-Hour Disconnect Notice
------------------------------------------------------------
Catalog retailer Genesis Direct, Inc., and its twenty-some
debtor-affiliates whose chapter 11 cases pend before Judge
Gambardella in Newark, New Jersey, agrees to provide MCI
WorldCom, Inc., MCI TelecommunicationsCorporation and their
affiliates, with (i) an immediate $300,000 cash payment, (ii)
$80,000 bi-weekly payments and (iii) every 15-day true-ups, in
order to provide MCI with adequate assurance of future payment
pursuant to 11 U.S.C. Sec. 366.  Under a Stipulation approved by
Gambardella, all payments must be delivered by wire transfer.  
If payments are not received on time, MCI may pull the plug on
Genesis' telecommunication services on 48 hours' notice.

Kurt F. Gwynne, Esq., and Robert P. Simons, Esq., of Klett
Lieber Rooney & Schorling, represent MCI's interests in Genesis'
cases.


GREATE BAY: UST to Probe & Explore Ernst & Young's Relationships
----------------------------------------------------------------
Connections between Ernst & Young LLP; E&Y Restructuring, LLC;
Greate Bay Hotel and Casino, Inc., and its debtor-affiliates;
parties-in-interest in Greate Bay's chapter 11 cases, including
Park Place Entertainment Corp., Merrill Lynch and Merrill Lynch
Asset Management, and everybody's attorney, accountants, and
financial advisors "must be probed and explored and require
additional disclosure," Richard L. Schepacarter, Esq., an
Attorney-Advisor to Patricia A. Staiano, the United States
Trustee for Region III, tells Judge Judith H. Wizmur sitting in
the United States Bankruptcy Court for the District of New
Jersey, before the Department of Justice can consent to allowing
Greate Bay's official committee of unsecured creditors to retain
E&Y as its accountants.  

The U.S. Trustee's objection is preliminary, Mr. Schepacarter
cautions, as "there are several factual issues that must be
explored and expanded upon." Fee sharing, fee splitting, and
violation of 11 U.S.C. Sec. 504, are among the evils the U.S.
Trustee sees in E&Y's retention application and affidavits in
support thereof.  Expect extensive discovery, Mr. Schepacarter
hints, and "a more formal objection upon the completion of
discovery."

Samuel E. Star leads E&Y Restructung LLC's engagement from New
York.


HARNISCHFEGER: Committee Inquires About $300M AP&P Arbitration
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for Harnischfeger
Industries Inc. asked Judge Walsh in Delaware late last week to
direct Beloit Corp. to produce documents concerning a $300
million arbitration proceeding pending in Singapore.  The claim
related to Beloit's 1996 sale of papermaking machines to Asia
Pulp & Paper.


HEALTHCOR HOLDINGS: Jackson Healthcare Works as Collection Agent
----------------------------------------------------------------
Jackson Healthcare Systems, Inc., landed a contract with
HealthCor Holdings, inc., and its 7 affiliated chapter 11
debtors, for collection of outstanding receivables owed to the
Debtors.  

Prior to the Petition Date, Jackson purchased a portion of the
Debtors' operations.  Picking-up the collection work is a good
fit that makes good business sense, the Debtors relate in their
Motion papers presented to Judge McGuire in Dallas.  Tempe,
Arizona-based Jackson and the Debtors agree that Jackson will
earn a one-third contingency fee on all receivables actually
collected.


HVIDE MARINE: Tanker Operator Emerges from Chapter 11
-----------------------------------------------------
As reported last week in the TCR, Hvide Marine, Inc., obtained
bankruptcy court approval of its Plan of Reorganization that
restructures the company's balance sheet and frees the company
from the stigma of the chapter 11 process.  How does the Plan
work; what did it actually do?  Here's a brief explanation:

With a fleet of 274 vessels, operating primarily in the energy
and chemical industries, Hvide will be reincorporated in
Delaware but will retain its corporate offices in Fort
Lauderdale, Fla. The company will continue to be led by existing
management but a new board will be elected by the new
shareholders.  Who are those new shareholders?  The old
creditors owed roughly $430 million.  To finance on-going
working capital needs, a consortium of lenders led by Deutsche
Bank structured a new credit agreement.  

"We have put Chapter 11 behind us and, in the process . . .
reduced overhead costs substantially," said Jean Fitzgerald,
chairman, president and chief executive. "While much has been
accomplished, much remains to be done."

More information about Reorganized Hvide is available at
http://www.hvide.comon the Company's Web site.


ICO GLOBAL: Nasdaq Delists Shares
---------------------------------
After suspending trading of shares in ICO Global Communications
Ltd., on August 27, 1999, the Nasdaq issued a statement last
week relating that the share are delisted as of December 16,
1999.

  
INCOMNET, INC.: Ironwood Takes Assignment of Foothill DIP Loan
--------------------------------------------------------------
Incomnet, Inc., and Incomnet Communications Corporation
commenced their chapter 11 cases in September 1999, and entered
into a DIP Financing pact with Foothill Capital Corporation.  
Under the $6,000,000 DIP Facility, Foothill requires the Debtors
to (a) secure a $3,000,000 capital infusion by November 22,
1999, (b) file a plan of reorganization by December 1, 1999, (c)
and pay-off the DIP Facility by February 28, 2000.  The Debtors
didn't secure the $3 million infusion; the remaining deadlines
won't be met.  Incomnet's option, in the event it is unable to
meet these deadlines, is, pursuant to the DIP Credit Agreement,
to file a motion to liquidate by January 15, 2000.  Well past
the eleventh-hour, Ironwood Telecom, LLC, stepped forward with
the solution to save Incomnet from a fire sale of its assets:
take an assignment of Foothill's claims.

Ironwood provided Incomnet, Inc., with a $17 million cash
infusion in November 1998 to payoff a bank loan, a loan to
MCI/Worldcom and provide Incomnet with working capital for
ongoing operations.  In connection with the extension of those
funds by way of a secured loan, Incomnet purchased preferred
stock in Incomnet for $1,175,000 and loaned an additional
$2,125,000 to John Casey, the Chairman of Incomnet's parent,
ICC, Inc., so he could buy some preferred stock.  Ironwood now
agrees to step-in to Foothill's shoes, waive the currently-
problematical defaults under the DIP Facility and, in short,
establish a control position at nearly every layer of Incomnet's
capital structure.  

Based in Irvine, California, Incomnet is a switchless reseller,
providing some 92,000 consumers and small businesses with
discount long-distance telephone service.  Annual sales exceed
$30 million, and the company employs 126 workers.  During their
chapter 11 cases, Incomnet has succeeded in negotiating a new,
favorable rate agreement with Worldcom Network Services, Inc.,
walked away from a host of burdensome contracts, cutting monthly
operating expenses by $250,000, and reducing the employee
headcount to save another $173,000 per month.  To boost revenue,
the company is focused on a more lucrative e-commerce strategy
and a multi-level marketing structure.  

Upon assignment of the DIP Facility from Foothill to Ironwood,
Ironwood will advance an additional $1.4 million under the DIP
Facility.  The Company is confident that its cost-cutting
measures and newly-discovered source of funding will pave the
way to a successful emergence from chapter 11.

Lee R. Bogdanoff, Esq., of Klee, Tuchin & Bogdanoff LLP in Los
Angeles represent the Debtors before the U.S. Bankruptcy Court
for the Central District of California, Santa Ana Division.  


INCOMNET, INC.: Ironwood Backs Retention Program & Exclusivity
--------------------------------------------------------------
Ironwood Telecom, LLC, the newly-discovered source of financing
that stepped forward to prevent a wholesale liquidation of
Incomnet, Inc., and Incomnet Communications Corporation, advises
Judge Ryan that it lends its full support to the Incomnet's
requests to (A) implement an Employee-Incentive Program and (B)
extend Incomnet's exclusive period during which to file a plan
of reorganization into the first quarter of 2000.  

"Ironwood believes that the employee-inventive program . . . is
necessary to the cintinued smooth operations of the Debtor and
retention of key personnel," says Mary H. Rose, Esq., of
Proskauer Rose LLP in Los Angeles, serving as counsel to
Ironwood.  Moreover, Ms. Rose adds, "sufficient funds are
available to fund the Incentive program, and the amounts
involved are relatively modest in light of the Debtors'
successful post-petition operating performance."  

The 90-day extension of the Debtors' exclusive period is
"reasonable and justified," Ironwood says, as "the Debtors are
engaged in active discussions with Ironwood, other creditors,
the Creditors' Committee, and potential investors regarding the
terms of a plan of reorganization.  In Ironwood's opinion, these
discussions are progressing toward formulation of a feasible
reorganization plan."  

As the creditor with the most at stake in these chapter 11
cases, Ironwood urges the Court to grant these two Motions in
every respect, Ms. Rose tells Judge Ryan.


JAY JACOBS: Committee Selects Attorneys & Accountants
-----------------------------------------------------
The Official Unsecured Creditors' Committee appointed in the
second round of chapter 11 cases commenced by Seattle,
Washington-based Jay Jacobs, Inc., and J.J. Distributing Company
advises Judge Glover that it has selected its professionals.  
Accordingly, the Committee asks for permission to retain:

      Lead Counsel            Robert Ezra, Esq.
                              Ezra & Brutzkus, APC
                              Encino, California

      Local Counsel           Lawrence R. Ream, Esq.
                              Bullivant Houser Baily, P.C.
                              Seattle, Washington

      Accountants             Larry Jacobs
                              Stonefield Josephson, Inc., CPAs
                              Santa Monica, California

Terms of the engagements between the Committee and its
professionals were not available at press time.  


JUST FOR FEET: Universal Capital Wins Bid for $12 Mil GOB Sale
--------------------------------------------------------------
Universal Capital Group prevailed at an auction held on December
16, 1999, in the U.S. Bankruptcy Court for the Southern District
of Ohio, when it submitted the winning bid to manage the
inventory liquidation, approximating $12 million, for six Ohio-
based Just for Feet superstore retail outlets.  Minneapolis-
based Universal Capital will conduct going-out-of-business sales
at four outlets in Columbus, Ohio and one outlet each in Dayton
and Cincinnati, Ohio.

MBA Marketing Corporation, headquartered in Columbus, filed a
petition for Chapter 11 relief on November 2nd, 1999, after a
prolonged dispute with former franchisor, Just For Feet.  MBA
Marketing changed the name of its stores last fall to 1st FOR
FEET and in November began liquidating four locations in the
Dayton and Cincinnati area, with the goal to develop a
reorganization plan for the remaining six outlets in Ohio.
MBA Marketing, which opened its first Just For Feet outlet in
Columbus in 1990, retails a broad array of high-quality name
brand sports merchandise including footwear and apparel from
such famous makers as Nike, Reebok, Adidas and Asics to ECCO,
Timberland and Rockport.

Mike Catain, Universal Capital Group President and COO, said,
"It is unfortunate that MBA Marketing was unable to develop a
successful reorganization plan to operate the remaining six Ohio
Just for Feet stores. We are, however, confident that we can
assist them in efficiently handling the going-out-of-business
sales. Our role is two-fold: one, to liquidate all merchandise
as quickly as possible and two, equally important, ease the
transition for the fine associates at Just for Feet, many of
whom have been employed by the retailer for years."

Company officials said the sale started Friday, December 17,
1999 and will continue until all merchandise is liquidated.
Universal Capital said that it retained a number of store
employees to handle the GOB sales and that financial incentives
and job-placement assistance will be provided for those
employees retained to handle the store closing process.


JUST FOR FEET: Bankruptcy Services LLC to Serve as Claims Agent
--------------------------------------------------------------
Ron Jacobs advises that Bankruptcy Services LLC was selected to
serve as the Official Claims Agent in the chapter 11 cases
commenced by Just for Feet, Inc., et al., before the U.S.
Bankruptcy Court for the District of Delaware.  

"The debtors estimate that they have thousands of creditors,"
Alan B. Miller, Esq., and Adam C. Rogoff, Esq., of Weil, Gotshal
& Manges LLP, advise Judge McKelvie.  The Debtors' estates will
pay all of Bankruptcy Services' transaction, data processing and
documents and data storage fees, under the terms of an agreement
dated December 7, 1999.  


KMART CORPORATION: Puts $1.7 Billion in New Financing in Place
--------------------------------------------------------------
On December 6, 1999, Kmart Corporation entered into a $1.1
Billion Three-Year Revolving Credit Agreement and a $600 Million
364-Day Revolving Credit Agreement between Kmart Corporation, a
Michigan corporation, several banks, financial institutions and
other entities from time to time parties to the agreement;
individually, and The Chase Manhattan Bank, a New York banking
corporation, as Administrative Agent for the lenders, Chase
Securities Inc., as Lead Arranger and Book Manager, Bank of
America, National Association, as Syndication Agent, BankBoston,
N.A., as Co-Documentation Agent, and Bank of New York, as Co-
Documentation Agent.


LONG-TERM CAPITAL: To Fold After Repayment of Bail-Out Loans
------------------------------------------------------------
The bank consortium controlling Long-Term Capital Management has
been paid back all its original bail-out money, bringing the
extraordinary hedge fund saga near to a close, William Lewis
reports from New York via the Financial Times.  LTCM, Mr. Lewis
recalls, escaped bankruptcy last September when 14 financial
institutions put up $3.63bn at short notice to prevent a
meltdown of the world's financial markets. Last week, the
consortium confirmed it had paid itself the remaining $925m of
its original investment. "A small amount of profit remains to be
distributed over the next few weeks, after which LTCM will be
declared dead," Mr. Lewis writes.

The consortium's announcement comes as John Meriwether and five
other former partners of LTCM, make the first investments of
their new $250 million hedge fund, named JWM to pursue "similar
investment strategies as LTCM, but with a lower level of
leverage and a greater degree of disclosure."  JWM, named after
Mr. Meriwether, has received funding from investors in the US,
Europe and Asia. It is being advised by Deutsche Bank, the
German bank.


MALIBU ENTERTAINMENT: Discloses Cash Won't Last Until Year-End
--------------------------------------------------------------
"Internally generated cash has been insufficient to fund its
working capital, debt service and capital expenditure
requirements for the past several years and the Company
presently expects that it will not have sufficient cash
resources to fund its operations through the end of December and
the rest of the winter season unless it is able to generate cash
through asset sales or some other transaction," Malibu
Entertainment Worldwide, Inc. (AMEX: MBE), discloses in its
latest quarterly report filed with the Securities and Exchange
Commission, cautioning that it may need to "take extraordinary
steps to preserve cash and satisfy its obligations or to
restructure its obligations, including seeking to curtail normal
operations at various facilities, liquidating assets or
otherwise significantly altering its operations."

Malibu Entertainment owns and operates 25 family-oriented
entertainment centers under the names SpeedZone, Malibu Grand
Prix, and Mountasia Family Fun Centers.  Each center offers a
combination of attractions, including scaled Grand Prix-style
racetracks, miniature golf, video arcades, bumper boats, batting
cages, and concession stands.

At September 30, 1999, Malibu's $100 million balance sheet
reflects a $6.5 million working capital deficit.  Losses exceed
$12 million for the 9-month period ending September 30, 1999.  


MERIDIAN CORPORATION: Hasn't Paid a Dime to IBM Postpetition
------------------------------------------------------------
International Business Machines Corporation and IBM Credit
Corporation hold nearly a million dollars of pre-petition claims
against Meridian Corporation and its Debtor-affiliates whose
cases pend before the United States Bankruptcy Court for the
Western District of Tennessee.  Those claims arise under various
pre-petition agreements for which the Debtors have yet to decide
whether they should be assumed or rejected.  

IBM is troubled having its agreements with the Debtors in limbo.  
More troubling, however, is that nearly a million dollars of
claims have arisen post-petition and IBM hasn't seen a dime.  

Accordingly, IBM moves the Court for entry of an order
compelling Meridian to (A) decide now whether to assume or
reject the Agreements and (B) in all events, pay all post-
petition obligations without further delay.  


MONDI OF AMERICA: Needs Bar Date Set to File Plan by January 18
---------------------------------------------------------------
To flush-out all pre-petition claims against Mondi of America,
Inc., Mondi International (California) Corp., Mondi
International (Colorado) Corp., and Belville Investments of
Hilton Head, S.C., Inc., these chapter 11 Debtors ask Judge
Walsh to fix January 31, 2000, as the deadline for creditors to
file their proofs of claim.  

In light of the bankruptcy filing by their parent, Mondi Textil
GmbH, in Germany and the sale of the Mondi trademark, it is
clear that these Debtors must liquidate their assets.  A Bar
Date, the Debtors explain, is a key ingredient necessary for
that process to be completed.

The Debtors indicate that they are working diligently to
complete their Schedules of Assets and Liabilities and
Statements of Financial Affairs, and have every intention of
filing those materials on December 23, 1999.

At a recent hearing before Judge Walsh, the Debtors disclosed
that they anticipate filing a disclosure statement in support of
a liquidating plan on or before January 18, 2000.  With that in
mind, they have every reason to believe confirmation of a plan
will occur in the first-quarter of 2000.  


MONDI OF AMERICA: Creditors to Gather in Wilmington January 7
-------------------------------------------------------------
The United States Trustee for Region III will convene a meeting
of the creditors of Mondi of America, Inc., Mondi International
(California) Corp., Mondi International (Colorado) Corp., and
Belville Investments of Hilton Head, S.C., Inc., at 1:00 p.m. on
January 7, 2000, in Room 2313 of the J. Caleb Boggs Federal
Building located at 844 King Street in Wilmington, Delaware.  

The Mondi Debtors filed for chapter 11 protection on November 1,
1999.  The Debtors' proceedings are jointly administered under
case number 99-3986 (PJW).  Jeffrey S. Sabin, Esq., and Matthew
Weber, Esq., of Schulte Roth & Zabel LLP serve as lead counsel
to the Mondi debtors.  Young Conaway Stargatt & Taylor, LLP,
serves as local counsel.  

  
NAYA, INC.: Canadian Water-Bottler Says Orders are Being Filled
---------------------------------------------------------------
From Montreal, Jan Ravensbergen, writing for The Gazette,
reports that Naya Inc., says it intends to continue filling
orders at its 140-employee Mirabel bottling plant -- even though
it has declared itself insolvent and has sought temporary
protection from its creditors.

"We are re-organizing; it's an ongoing process," said company
official Anita Jarjour. Asked whether Naya intends to continue
in business, she responded with an emphatic "yes!"

"We are able to deliver all of our orders and to respect all of
our orders," Jarjour added.

Last Wednesday, the Gazette relates, Naya filed a formal notice
of intention to make a proposal to its creditors.  That
temporary protection is available under the federal Bankruptcy
and Insolvency Act.  A company declaring itself insolvent is
unable to pay its bills on a timely basis.  The move was
triggered in large part by Naya's loss of a lucrative
distribution contract last May with Coca-Coca Enterprises,
Jarjour said, and by "the consequences of all of that."

Naya's annual sales have tumbled to about the $100-million
level, Jarjour said, from 1998 sales of $165 million. The Coca-
Cola distribution channel accounted for two-thirds of Naya's
sales in the U.S., Naya's major market, Jarjour said. The
company had said in March that it had turned an $11.5-million
profit last year, and that sales and profits had been growing at
a 30-per-cent annual clip. Coke ended the distribution deal
effective May 19, after it had entered the business with the
Disani brand last February. A deal by which Coke had agreed to
buy Naya in 1996 for $161 million fell through, and in September
1998 Naya shelved plans for a public share issue to raise as
much as $95.2 million.

Richter & Associates Inc., reportedly serves at the Trustee
overseeing Naya's insolvency proceedings.  


NEI WEBWORLD: Pump & Dump Scheme Propels Bankrupt Firm's Stock
--------------------------------------------------------------
The Securities and Exchange Commission charged three Southern
California men with allegedly using Internet chat rooms to pump
up the stock of a small, virtually defunct company of which they
owned a significant share, then dumping the stock after reaping
a quick $364,000.

The SEC, which filed charges against the three men, said, due to
the defendant's actions, the price of NEI Webworld Inc.
[NYSE:NEIP] rose from 13 cents per share Friday a week ago to
more than $15 shortly after the market opened last Monday.  Two
of the three men were arrested on Wednesday and charged with
conspiracy to commit securities fraud.

Dallas, Tex.-based NEI Webworld -- a former commercial printing
company with no Internet operations whatsoever -- is currently
in bankruptcy liquidation and has no assets or business
operations.  According to SEC reports, the three men -- two of
whom are recent UCLA graduates -- used computers in one of the
school's libraries, and multiple aliases, to send hundreds of
messages that fraudulently claimed the company soon would be
acquired by a privately held San Jose, Calif., firm, LGC
Wireless Inc.

"Let this serve as a warning to con men: if you use the Internet
to manipulate our securities markets, we can and will find you,"
said SEC Enforcement Director Richard H. Walker in a statement
Wednesday. "Though the perpetrators in this case went to great
lengths to hide from us, we discovered them within a matter of
days. And investors who frequent message boards should be warned
as well: Internet postings may be informative but many are no
more valuable than graffiti."

The SEC's actions represent an unusually quick turnaround time
for enforcement of Internet-related securities fraud. The three
men -- Arash Aziz-Golshani of Beverly Hills, Calif., Allen
Derzakharian of La Crescenta, Calif., and Hootan Melamed of
Pomona, Calif. -- reportedly began their scheme Nov. 12, sending
messages on three separate Internet bulletin boards -- including
Yahoo Finance, Raging Bull and Freerealtime.com -- stating that
the outstanding shares of "fast moving" NEI would be acquired by
LGC Wireless.

Shortly after the stock hit above $15 per share, the three men
dumped their shares.  When news of the supposed merger failed to
materialize, the stock's value plummeted, tipping off SEC
investigators.

Erich Schwartz, a spokesman for the SEC, said this case was
unusual in that it marks the first time investigators have seen
evidence of online stock price manipulation in which the
perpetrators are not in some way affiliated with the company in
question.

"This is about as pure an Internet fraud case as they get," said
Schwartz.  "None of these three men were affiliated with either
company they claimed were going to merge.  But they managed to
carefully plot it out so that, in creating a large number of
message accounts, managed to create the appearance that this
information was emanating from a wide variety of sources, a fact
that no doubt made it appear more credible."

Schwartz added a word of caution for those looking to make a
quick buck on the Internet without first doing their homework.
"I think one of the most important lessons of this case, from an
educational standpoint, is that the traffic that appears on
Internet message boards ought to be considered with a very large
grain of salt, especially announcements of acquisitions that
haven't yet been announced by the companies themselves," he
said.

The SEC is currently in the process of expanding its Internet
surveillance task force. In the fiscal 2000 omnibus
appropriations bill approved last month, the SEC's enforcement
division received $7 million to police the Web for Internet-
related securities fraud.  The commission currently is
soliciting bids from several contractors to develop Internet
surveillance technologies to help track down electronic fraud.  
(Brian Krebs for Newsbytes 16-Dec-1999)


NEWCARE HEALTH: Judge Fixes January 28 Bar Date
-----------------------------------------------
January 28, 2000, is the deadline for creditors of Newcare
Health Corporation and its 21 debtor-affiliates to file their
proofs of claim with the United States Bankruptcy Court for the
District of Massachusetts (Western Division).  The January 28
Bar Date also applies to (i) all requests for payment of
administrative claims incurred between the June 22, 1999,
Petition Date and December 31, 1999, and (ii) all proofs of
interest by equity holders.  Proof of claim forms should be
completed and returned to the Bankruptcy Clerk in Worcester.  

David Hadas, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., represents the Chapter 11 Examiner appointed in the
Debtors' cases; Victor G. Milione, Esq., of Nixon Peabody, LLP
serves as counsel to the Debtors; and John J. Monaghan, Esq., of
Holland & Knight represents the interests of the Official
Committees of Unsecured Creditors.  


NOVACARE, INC.: Sale to Select Medical Likely Nets $10 Million
--------------------------------------------------------------
On November 19, 1999, NovaCare, Inc., and its wholly owned
subsidiary, NC Resources, Inc., sold their outpatient physical
therapy and occupational health business to Select Medical
Corporation.  The sales price was $200.0 million of which the
proceeds were reduced by the amount of debt assumed by Select.
Of the remainder, $36.8 million has been placed in escrow in
support of certain representations made by the company,
including minimum working capital of $86.0 million,
collectibility of accounts receivable, net of reserves, as of
closing and certain contingent earnout payments.

The company is also obligated to pay certain investment banking
fees, a guaranteed fee approximating $12.8 million as of
September 30, 1999, to the company's former subsidiary, NovaCare
Employee Services, Inc., $5.0 million related to severance costs
to be paid by the company as a result of terminations which may
be made by Select within the first twelve months following
closing and other costs associated with the transaction.  These
costs are estimated to total $26.7 million.  


OPTEL, INC.: Closes on $60 Million CIT/Foothill DIP Facility
------------------------------------------------------------
OpTel, Inc 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
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. It
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.


PICO MACOM: UST Calls Creditors to Woodland Hills on January 18
---------------------------------------------------------------
As previously reported in the TCR, Pico Macom, Inc., located in
Lakwview Terrace, California, filed its chapter 11 petition in
the United States Bankruptcy Court for the Central District of
California on November 17, 1999.  The Clerk assigned case number
SV 99-23304-AG to the proceeding.  Ron Bender, Esq., of Levene,
Neale, Bender & Rankin, in Los Angeles, represents the Debtor.

The United States Trustee will convene a meeting of Pico Macom's
creditors at 12:30 p.m. on January 18, 2000, at 21041 Burbank
Boulevard, Room 126, in Woodland Hills, California.  

The Clerk advises creditors that no deadline has been set for
filing proofs of claim in the Debtors' chapter 11 case.  


PLANET HOLLYWOOD: Assumes Walt Disney Leases in Orlando & Paris
---------------------------------------------------------------
Planet Hollywood International, Inc., and its debtor-affiliates,
ask Judge Farnan in Delaware to approve their decision to assume
certain restaurant and store leases with EDL Hotels SCA, Walt
Disney World Co., and Walt Disney World Hospitality & Recreation
Corporation.  

"Assumption of the leases is integral to the Debtors' business
plan, will prevent declaration of defaults against foreign
assets not subject to this Court's jurisdiction, and represents
the sound exercise of the Debtors' business judgment," Thomas
Avallone, Planet Hollywood's Executive Vice President, Chief
Financial Officer and Chief Accounting Officer, tells Judge
Farnan.

The specific Leased Premises for which Planet Hollywood seeks to
assume the underlying Lease Agreements are: (A) the Planet
Hollywood restaurant located at Walt Disney World Resort in
Orlando, Florida, (B) the Planet Hollywood Superstore in
Orlando, and (C) the Planet Hollywood restaurant located at the
Disneyland Paris Resort in Paris, France.  


PURINA MILLS: Resuming Purchasing Activities from St. Louis
-----------------------------------------------------------
Purina Mills, Inc., will resume its ingredient purchasing
activities in St. Louis starting in early January, 2000.  These
activities are currently performed in Wichita, Kansas, by Koch
Nutrient Services, which is a division of Koch Agriculture
Company, a subsidiary of Purina's current parent company, Koch
Industries, Inc. Approximately 35 new jobs will be created in
the purchasing, inbound logistics, risk management and related
accounting areas at Purina's corporate headquarters.

As previously reported, the reintegration of the purchasing
function is an important step in Purina's financial
restructuring, which the Company is executing in Chapter 11.

Darrell Swank, CFO of Purina, stated, "The Company is excited
about resuming purchasing activities in St. Louis and welcoming
many former Purina employees back as well as new individuals to
our organization. We believe this effort will allow us to
capture certain key operational improvements which are a major
focus of our restructuring. To date, the restructuring process
is progressing as planned, with the Company aiming to emerge
from Chapter 11 with a significantly improved capital structure
as an independent Company during the second quarter, 2000."

In related news, Purina reported today, November monthly
financial results of approximately $19 million generated in cash
flow from operations and approximately $9.4 million of earnings
before interest, taxes, depreciation and amortization expense,
and restructuring costs (EBITDA). In addition, the Company
currently has a significant liquidity position with over $25
million in cash, plus borrowing availability on its $50 million
Debtor-In-Possession Bank Facility, which was previously
approved by the Bankruptcy Court in November.

Purina Mills is America's largest producer and marketer of
animal nutrition products. Based in St. Louis, Missouri, the
Company has 49 plants and approximately 2500 employees
nationwide. Purina Mills is not affiliated with Ralston Purina
Company, which is the registered owner of the trademarks
"Purina," the checkerboard logo and Purina Dog Chow brand and
Purina Cat Chow brand pet foods.


SABRATEK CORP.: Commences Chapter 11 Reorganization in Delaware
---------------------------------------------------------------
Sabratek Corp. -- self-described as a company that develops,
produces and markets technologically-advanced, user-friendly and
cost-effective therapeutic and diagnostic medical systems
designed specifically to meet the unique needs of the alternate-
site health care market -- sought protection from its creditors
Friday by commencing a reorganization under chapter 11 of the
United States Bankruptcy Code in Wilmington, Delaware.

The Skokie, Illinois-based company lists assets of $100.4
million and total liabilities of $104.6 million as of November
30, 1999, including $85 million owed on account of its 6%
Convertible Notes due 2005.
  
On December 2, 1999, the Board of Directors of Sabratek was
informed by KPMG LLP that its auditors' reports issued with
respect the Company's financial statements for the years ended
December 31, 1998, 1997 and 1996 should no longer be relied
upon.  Last month the company was delisted from the NASDAQ.


SGL CARBON: 2nd Amended Plan Transmitted to Creditors for Voting
----------------------------------------------------------------
Obtaining approval of a Debtor's Second Amended Disclosure
Statement Pursuant to 11 U.S.C. Sec. 1125 from Chief Judge
Farnan at a hearing held on December 6, 1999, in support of the
Second Amended Plan of Reorganization proposed SGL Carbon
Corporation for the resolution of its chapter 11 proceedings
pending in Wilmington, Delaware, SGL has transmitted that Plan
to creditors for voting.  The Official Committee of Unsecured
Creditors supports the Plan and urges creditors to vote to
"accept" the Plan as they cast their ballots.

Holders of General Unsecured Claims will recover 100 cents-on-
the-dollar plus 8.5% interest from the Petition Date.  The
holders of the Alleged Graphite Electrodes Antitrust Claims have
the option of (a) continuing to litigate their claims, in which
case Reorganized SGL will honor any judgment, or (b)
participating in a settlement pact hammered-out during the
chapter 11 cases providing for deferred payments and Customer
Credits.  The holders of an estimated $91 million of
Exchangeable Bond Guarantee Claims will emerge as the owners of
a 61.2% stake in Reorganized SGL.  Existing equity holders will
see their stake in the Reorganized Company diluted to a 38.8%
interest.  

Creditors' ballots must be received no later than January 10,
2000, to be counted.  Chief Judge Farnan will entertain the
Company's request to confirm the Plan on at a hearing in
Wilmington on January 18, 2000.  


SYRATECH CORP.: Warehouse Sale-Leaseback Generates $29.1 Million
----------------------------------------------------------------
Syratech Corporation, through an indirect wholly-owned real
estate trust, sold its warehouse property located at 135
American Legion Highway, Revere, Massachusetts to Lyme
Properties, LLC for a price of $29,110,000. Simultaneously with
the sale of the property, Lyme Properties, LLC leased back to an
affiliate of Syratech a portion of the building representing
approximately 239,000 square feet for a period of one year.


TELETRAC, INC.: Stipulation Fixes 14% Senior Note Claim Amount
--------------------------------------------------------------
Norwest Bank, Minnesota, National Association, in its capacity
as the Indenture Trustee for the holders of $105,000,000 of 14%
Senior Notes due 2007 issued by Teletrac, Inc., filed a proof of
claim in July 1999, asserting $110,230,586.67 due and owing in
the Debtor's chapter 11 case pending before Judge Walrath in
Delaware.

In September 1999, Norwest obtained relief from the automatic
stay in the bankruptcy proceeding, allowing it to exercise its
rights against certain Pledged Collateral partially securing the
14% Notes.  The Pledged Collateral, Norwest and the Debtors now
agree, was worth $21.7 million at September 10, 1999, thus
reducing the Noteholders' claims by that amount.  

Another dispute arises in determining the amount of the
Noteholders' allowed claims, however, because, in 1997, the
Debtor issued certain detachable warrants in consideration of an
original issue discount in connection with an Exchange Offer
completed pursuant to a Private Offering Memorandum dated July
31, 1997.  Norwest calculates that the Noteholders are owed an
additional $7.4 million.  The Debtor responds to that claim by
saying that Norwest didn't account for amortization of the OID
and, probably, there are other issues that could be discussed.

Rather than litigate any of the Debtor's issues, Teletrac and
Norwest agree and stipulate that, after receiving their Pledged
Collateral, the Noteholders will hold an $82,412,907.24 allowed
general unsecured claim in Teletrac's chapter 11 case.


VOICE IT: Case May Convert if No Plan is Filed by December 30
-------------------------------------------------------------
At a hearing held December 14, 1999, before Judge Brumbaugh in
Denver, Colorado, in the chapter 11 case commenced by Voice It
Worldwide, Inc., the Court agreed to:

      (A) defer consideration of the adequacy of the Debtors'
          disclosure statement,

      (B) allow the Debtor to submit a further amended plan and
          disclosure statement no later than December 30, 1999,
          and

      (C) table motions by the United States Trustee, Renaissance
          Growth and Income Fund, Inc., and the Official          
          Unsecured Creditors' Committee to convert the case to a
          liquidation proceeding under chapter 7 of the
          Bankruptcy Code.  

Bonnie, Bell, Esq., in Denver, Colorado, represents the
Creditors' Committee.


WESTSTAR CINEMAS: Committee Makes Bid for Chapter 11 Trustee
------------------------------------------------------------
Charging WestStar Holdings, Inc., WestStar Cinemas, Inc., and
their debtor-affiliates with a "total abdication" of their
fiduciary responsibilities and obligations to their creditors,
the Official Unsecured Creditors Committee asks Judge Farnan in
the U.S. District Court for the District of Delaware to appoint
a Trustee.

The Committee asserts that WestStar has:

      (a) abdicated control over negotiations for the sale of its
          assets;

      (b) released tens of millions of dollars in claims the
          company held against its directors, shareholders and
          lenders, and

      (c) prevented the Committee from acting as it should to
          salvage value for the benefit of its constituency.  

Who gains by the evils the Committee asserts?  The significant
shareholders, the Committee says, pointing fingers at:

      * Warburg Pincus Ventures, L.P.,
      * BNY Capital Corporation,
      * CIBC WG Argosy Merchant Fund II, LLC,
      * Metropolitan Life Insurance Company and
      * the Malina Family Limited Partnership.

There are always unavoidable conflicts present in a bankruptcy
case between shareholders and creditors, the Committee
acknowledges.  Unfortunately, the Committee explains to Judge
Farnan, WestStar has elected to resolve each of those conflicts
by disregarding their fiduciary duties to creditors.  

The "startling level of self-dealing" must stop, the Committee
cries.  The way to make it stop is through the appointment
of Trustee pursuant to 11 U.S.C. Sec. 1104.  A Trustee, the
Committee urges, "is essential to remedy the vacuum created
by [WestStar's] abdication of responsibility and
self-dealing. . . ."  


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.  

                              *********

A listing of Meetings, Conferences and Seminars appears each
Tuesday in the TCR.

Bond pricing, appearing each Friday, is supplied by DLS Capital
Partners, Dallas, Texas.  

                              *********

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., Trenton, NJ, and Beard
Group, Inc., Washington, DC.  Debra Brennan, Yvonne L. Metzler
and Marlen O. Del Mar, 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.

                  * * *  End of Transmission  * * *