/raid1/www/Hosts/bankrupt/TCR_Public/990830.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
        Monday, August 30, 1999, Vol. 3, No. 167                                              

A.G. FINANCIAL: Files For Bankruptcy Protection
ANESTHESIA SOLUTIONS: Hearing On Disclosure Statement
BOSTON CHICKEN: Negotiations Stop For BMAC's Purchase
BREED TECHNOLOGIES: Pioneer Reports No Beneficial Ownership

CAJUN ELECTRIC: Louisiana Generating Has Winning Bid
COSTILLA ENERGY: Beneficial Ownership Of Liedtke Reduced
ELECTRO-CATHETER: Accounting/Auditing Firm Resigns
FACTORY CARD: Taps Schwartz, Cooper
FWT, INC: Trustee Objects To Stroock & Stroock

GENESIS PHYSICIANS: Seeks End To Health Plan Contracts
GOLDEN BOOKS: Seeks Approval of Securities Litigation Settlement
GOLDEN BOOKS: A Warning About Their Stock
GRANT GEOPHYSICAL: Increase To Authorized Capital
GULF STATES STEEL: Committee Taps Attorneys

NEVADA BOB'S: Canadian Chain Plans to Buy Two U.S. Firms
O'BRIEN ENVIRONMENTAL: NRG Announces Agreement With Calpine
PHILIP SERVICES: Board of Directors Appoints Fernandes CEO
SC NEW HAVEN: Seeks Time To Assume/Reject Leases
SHOE CORP: Seeks Authority For Use of Cash Collateral

SOURCEONE WIRELESS: Fights For Sale of Assets
SOUTHERN MINERAL: Defaults May Trigger Demands For Payment
SOUTHERN MINERAL: Sells Brushy Creek Field To ANR Production
TED PARKER: Judge Approves Sale

TELETRAC INC: Order Authorizes Employ of Special Tax Counsel
TRACE INTERNATIONAL: Receives Final Approval for DIP Loan
UNITED COMPANIES: Equity Says It Can't Live Without A. Andersen


A.G. FINANCIAL: Files For Bankruptcy Protection
According to a report in THE INDIANAPOLIS STAR on August 27,
1999, an Evansville company has filed for bankruptcy protection,
claiming it may owe at least $ 170 million to a quarter million

A.G. Financial Service Center, Inc., a subsidiary of American
General Finance Inc. of Evansville, last week filed for Chapter
11 bankruptcy protection. The filing allows the company to keep
creditors at bay while it reorganizes its finances.

The case is unusually large for the U.S. Bankruptcy Court of the
Southern District of Indiana, given the potential for up to
240,000 creditors, said Kevin P. Dempsey, assistant U.S. trustee.

All but about $ 3 million of the debts listed in the bankruptcy
petition are from a judgment against A.G. Financial pending in a
Mississippi state court.

In May, a Mississippi judge ruled A.G. Financial must pay 29
plaintiffs a total of $ 167.7 million in damages, most of them
punitive. The company has appealed that judgment.

The plaintiffs all purchased home satellite systems that were
financed through A.G. Financial Service Center, which formerly
did business as American General Financial Center.

The company designed its payment stream so the customer would pay
about the same as they would for monthly cable service, about $
40 per month, according to the Mississippi court's opinion.

The satellite systems typically had a beginning balance of $
2,354 at 18.96 percent interest. If a customer made just a $ 40
payment each month, though, he or she would not pay off the
contract for at least 13 years, the court wrote.

The court cited numerous instances where the plaintiffs paid
hundreds of dollars on the accounts, but their balances never
decreased. A.G. Financial knew that its agents were advertising a
monthly rate, without disclosing that this was open ended
financing that would result in negative amortization, the court
opinion states.

Bettina Whyte, who is serving as chairman of A.G. Financial, said
she could not comment on the litigation. Whyte was hired to lead
the company during the bankruptcy process. She is a principal in
the Chicago-based crisis management firm of Jay Alix &

However, in a prepared statement, Texas-based American General
Corp., the parent company of A.G. Financial and American General
Finance Inc., said A.G. Financial acted properly in making credit
available for the satellite systems. A.G. Financial has not been
in operation since it sold much of its assets in June, Whyte
said, adding there is just one current employee.

The Mississippi judgment was a major reason behind the
bankruptcy, Whyte said. There are also 52 lawsuits pending
against the company, many of which are related to the satellite
system purchases, she said.

Since 1994, A.G. Financial has dealt with approximately 600
lawsuits relating to the satellite financing, according to the
bankruptcy filing. About 90 percent of those were settled, the
company reported. Whyte said the 240,000 potential creditors are
people that bought satellite systems and used A.G. Financial's
services to finance the purchases.  A.G. Financial reported that
it has about $ 7.2 million in assets.

About 1,100 people work in Evansville for American General
Finance Inc. A.G. Financial's bankruptcy will not affect
operations there, according to the company.

American Gaming & Entertainment, with the concurrence of AMGAM
Associates, American Gaming and Resorts of Mississippi, Inc.
(each a wholly-owned subsidiary of the company), the Committee
for the Unsecured Creditors of AMGAM, the Committee for the
Unsecured Creditors of AGRM, IGT, and Shamrock Holdings Group,
Inc., sold the Gold Coast Barge to The President Riverboat
Casino-Mississippi, Inc.  The purchaser paid $1,000,000 and
delivered a promissory note in the amount of $5,827,500 to the
payment agent. The note is payable, without interest (subject to
a charge of 12% per annum for any delinquent payments), in
monthly installments of $290,000 on the first day of each month
beginning on September 1, 1999 and continuing through March
1, 2000, with a payment of $145,000 on April 1, 2000 and the
balance due and payable on April 15, 2000. The note may be
prepaid without penalty and is subject to acceleration upon
certain specified events of default.

The purchaser delivered to the AGEL Group a security agreement,
preferred ship mortgage and guaranty by President Casinos, Inc.,
an affiliate of the purchaser, to secure the payments under the
promissory note. Upon closing, all lawsuits filed by the
purchaser and its affiliates and the members of
the AGEL Group against each other were dismissed.

As of June 30, 1999, American Gaming & Entertainment depreciated
the Gold Coast Barge to a book value of $6,827,500. Accordingly,
the company will not recognize any gain or loss upon the sale.
Additionally, the purchaser paid $900,000 to the payment agent in
full satisfaction of all remaining payments due from an affiliate
of the purchaser to AMGAM relating to the purchase of all of the
furniture, fixtures and equipment, including certain
slot machines, formerly used in the operation of a casino owned

The amounts paid by purchaser are being held by an escrow agent
and will be disbursed according to the confirmed joint plan of
liquidation in the AMGAM and AGRM bankruptcy cases.

ANESTHESIA SOLUTIONS: Hearing On Disclosure Statement
The hearing to consider the approval of the disclosure statement
of Anesthesia Solutions, Inc. will be held in the Federal
Building, Bankruptcy Courtroom, Third floor, Third and Walnut
Streets, Harrisburg, Pennsylvania on September 30, 1999 at 11:30

BOSTON CHICKEN: Negotiations Stop For BMAC's Purchase
Boston Chicken, Inc. (OTC Bulletin Board: BOSTQ), its senior
lenders and Boston Market Acquisition Company ("BMAC") have
discontinued negotiations for BMAC's purchase of certain assets
of the Company. The Company and its senior lenders had been
negotiating with BMAC on the terms of a final agreement, the
details of which are confidential. The Company disclosed BMAC's
bid to purchase the Company for approximately $140 million in a
filing made on August 3, 1999 in the U.S. Bankruptcy Court,
District of Arizona. Boston Chicken filed its voluntary petition
for Chapter 11 bankruptcy protection in the same court
on October 5, 1998.

"We are disappointed we were unable to reach an agreement," said
J. Michael Jenkins, Chairman of the Board and Chief Executive
Officer of Boston Chicken, Inc. "We hope BMAC maintains an
interest in participating in the bidding process." The Company
and its lenders are working with a number of other parties who
have expressed an interest in purchasing the Company. In
addition, the Company and its lenders are developing a revised
bidding schedule.

Boston Chicken, Inc. operates and franchises restaurants under
the Boston Market brand name that specialize in fresh, convenient
meals, featuring homestyle entrees, fresh vegetables, sandwiches,
salads and side dishes. There are 862 Boston Market restaurants
in 33 states and the District of Columbia.

BREED TECHNOLOGIES: Pioneer Reports No Beneficial Ownership
Pioneer Investment Management Inc., also known as Pioneering
Management Corp., no longer has any beneficial ownership in the
common stock of Breed Technologies Inc.

CAJUN ELECTRIC: Louisiana Generating Has Winning Bid
U.S. District Judge Frank Polozola issued a settlement order
clearing the way for Louisiana Generating LLC to be confirmed as
the winning bidder for Cajun Electric Power Cooperative's 1,700
megawatts of fossil-fueled generation, according to a newswire
report. Louisiana Generating, held 50 percent by NRG Energy Inc.
and 50 percent by Southern Company unit Southern Energy Inc.,
offered $1.026 billion for the Cajun assets; Bankruptcy Judge
Gerald H. Schiff, who was at the hearing, is expected to confirm
Louisiana Generating's offer in the near future. Cajun filed for
chapter 11 protection in December 1994, citing financial problems
relating to an investment in the River Bend Nuclear Power Plan in
Louisiana. Ralph R. Mabey, Cajun's court-appointed bankruptcy
trustee, endorsed the proposal within his reorganization plan in
April 1996, and the Rural Utilities Service (RUS) also had
previously endorsed Louisiana Generating's bid. The company won
approval over the bid of Southwestern  Electric Power Co.
(SWEPCO). (ABI 27-Aug-99)

COSTILLA ENERGY: Beneficial Ownership Of Liedtke Reduced
Cadell S. Liedtke's beneficial ownership share in Costilla Energy
has been reduced to 9.2% of the total number of shares of common
stock outstanding by virtue of his involuntary sale of certain
shares pursuant to financing arrangements on a margin account
with Prudential Securities Inc.  He now holds sole voting and
dispositive power over 1,242,460 shares and shared voting and
dispositive power over 60,000 shares.  Mr. Liedtke shares the
voting and dispositive power on the 60,000 shares with Liedtke
Foundation.  Each of the sales of common stock was transacted by
a broker on the public market.

ELECTRO-CATHETER: Accounting/Auditing Firm Resigns
KPMG LLP was previously the principal accountants for Electro-
Catheter Corporation.  On August 9, 1999, that firm resigned.

On May 14, 1999, the company sought protection of Chapter 11 of
the Federal Bankruptcy Code. The Chapter 11 proceeding was filed
in the United States Bankruptcy Court for the District of New
Jersey in Trenton.  The company has suspended the production of
catheters but continues to ship catheters from its inventory
while attempting to reorganize.  Electro-Catheter says it plans
on retaining an accounting firm if it emerges from Chapter 11.

KPMG LLP's auditors' report on the financial statements of the
company for the fiscal years ended August 31, 1998 and 1997
contained a separate paragraph stating that "the Company has
suffered recurring losses from operations, has a net capital
deficiency and has limited working capital resources which raise
substantial doubt about its ability to continue as a
going concern."  

FACTORY CARD: Taps Schwartz, Cooper
The debtors, Factory Card Outlet Corp., and Factory Card Outlet
of America, Ltd. seek authorization to employ Schwartz, Cooper,
Greenberger & Krauss, Chartered as Litigation Counsel.

If approved, the firm will continue to serve as the debtors'
counsel with regard to the litigation pending between the debtor
and RPS, Inc.

FWT, INC: Trustee Objects To Stroock & Stroock
The United States Trustee for the Northern District of Texas
files an objection to the application for an order authorizing
the retention of Stroock & Stroock & Lavan, LLP as substitute
counsel for the Official Committee of Noteholders and the
withdrawal of McDermott, Will & Emery LLP.  McDermott Will
employment was denied by the court on July 15, 1999.  No second
application has been filed.

The US Trustee states that the application is misleading since
McDermott Will has not been employed in the case.  Also, Stroock
& Stroock currently represent BT Commercial Corporation, a
secured creditor of the debtor. (The largest, non-insider,
secured debt in the case).  Further, the Trustee states that
nowhere in the application does the firm reveal the actual hourly
billing rates of the attorneys who have or will work on this
case.  Stroock & Stroock has represented that there is a
$350/hour cap on hourly rates charged by attorneys working on
this case.  The Trustee says that the court found the hourly rate
sought by McDermott will and Wendell H. Adair, Jr. excessive.  
"Now it appears Mr. Adair is back.  This time with a new firm and
same fees, only disguised.  The rates sought by Stroock & Stroock
are unreasonable."

GENESIS PHYSICIANS: Seeks End To Health Plan Contracts
The Fort Worth Star Telegram reports on August 26, 1999, that
Genesis Physicians Practice Association in Dallas will ask a
federal bankruptcy judge to dissolve its contracts with
Pacificare of Texas and Prudential HealthCare.  If the action is
approved, more than 20,000 patients in the Dallas area may have
to find a new physician within their health plans' networks.  The
group filed for reorganization protection under Chapter 11 last
month.  Its 960 doctors serve about 30,000 patients.  A
Prudential spokeswoman said yesterday that the health plan is
trying to individually recontract with physicians.

GOLDEN BOOKS: Seeks Approval of Securities Litigation Settlement
The debtors, Golden Books Family Entertainment Inc., et al. seek
Approval of the settlement of two consolidated class action
securities litigation.

The defendants, the debtor together with certain current and
former officers and directors, agree to make a cash payment of
$5.25 million into an escrow account for distribution to
recognized claimants.  The primary D&O carrier will contribute $4
million toward payment of the settlement, and the debtors will
contribute the remaining $1.25 million.

GOLDEN BOOKS: A Warning About Their Stock
Golden Books Family Entertainment, Inc., noting substantial
trading volume in shares of its currently outstanding common
stock, reminded stockholders today that under its Plan of
Reorganization, the outstanding common stock will be canceled and
stockholders will receive out of the money warrants.  For a full
description of the Plan of Reorganization, the Company referred
stockholders to the Plan of Reorganization and the Disclosure
Statement relating to such Plan approved by the Bankruptcy Court
on May 13, 1999, and to its quarterly report on Form 10-Q for the
quarterly period ended June 26, 1999.  The Company is the leading
children's book publisher in North America and owns one of the
largest libraries of family entertainment copyrights. The Company
creates, publishes and markets entertainment products
for children and families through all media.

GRANT GEOPHYSICAL: Increase To Authorized Capital
Holders of greater than a majority of the outstanding common
stock and voting power of Grant Geophysical, Inc. have approved,
by written consent, proposals to amend the company's Certificate
of Incorporation to increase the authorized capital of the
company to 60,000,000 shares, comprised of 50,000,000 shares of
common stock, and 10,000,000 shares of preferred stock; and to
amend the company's bylaws to provide new procedures relating to
shareholder proposals, shareholder notification, and amendments
of the bylaws.

Effective August 11, 1999, holders of greater than a majority of
the outstanding common stock and voting power of the company
acted, by written consent, to reelect Donald W. Wilson, Richard
H. Ward, J. Kelly Elliott, Donald G. Russell, Jonathan D.
Pollock, W. Richard Anderson, and James R. Brock as directors of
the company.

On August 13, 1999, the board of directors of the company created
a series of 120,000 shares of preferred stock designated as "8%  
Exchangeable Preferred Stock."   The shares of 8% Exchangeable
Preferred Stock have a liquidation preference of $100 per share
and is entitled to receive cumulative dividends at the rate of 8%
per annum  of the liquidation preference.  The dividends are
payable quarterly on January 1, April 1, July 1, and October 1 in
cash or, at the company's option, in shares of 8% Exchangeable
Preferred Stock.  The shares of 8% Exchangeable Preferred Stock
may be exchanged, at the option of the holder, into new
securities that the company may from time to time propose to sell
or issue.

Also on August 13, 1999, Grant Geophysical sold 63,000 shares of
8% Exchangeable Preferred Stock to Elliott Associates, L.P. at a
price of $100 per share. The aggregate proceeds from the sale of
the shares was $6,300,000, and will be used to provide additional
working capital for the company.

GULF STATES STEEL: Committee Taps Attorneys
The Official Committee of Unsecured Creditors of the debtor, Gulf
States Steel, applies to employ Balch & Bingham LLP as attorneys
for the Committee.

A hearing will be held on September 3, 1999 at 9:30 AM.

The firm will consult with the trustee or debtor concerning the
administration of the case;

Investigate the acts, conduct, assets, liabilities, and financial
condition of the debtor, the operation of the debtor's business
and the desirability of the continuance of such business, and any
other matter relevant to the case or to the formulation of a

Participate in the formulation of a plan, advise those
represented by such Committee of such Committee's determinations
as to any plan formulated, and collect and file with the court
acceptances or rejections of a plan;

And perform such services as are in the interest of those
represented.  To prepare on behalf of the Committee necessary
motions, applications, answers, objections, reports or other
legal documents.

NEVADA BOB'S: Canadian Chain Plans to Buy Two U.S. Firms
Nevada Bob's Canada, a chain of golf specialty stores, said
yesterday that it plans to acquire its U.S. counterpart and an
Arlington-based equipment manufacturer, creating one of the
industry's largest golf retailers.

Nevada Bob's Canada said it will acquire Las Vegas-based Nevada
Bob's Pro Shop and Arlington-based GDH International. Nevada
Bob's Pro Shop sought bankruptcy protection in March, and the
Canadian company will buy it out of bankruptcy.

GDH, parent of the Alien Sports golf line and several smaller
brands, will retain its headquarters in Arlington. GDH employs
about 70 people, including 35 in North Texas. GDH will maintain
manufacturing and distribution operations for Nevada Bob's Golf,
GDH Chief Operating Officer Jim Hendrix said.

The new company, Nevada Bob's Golf, will comprise 247 stores,
including 159 franchise locations, with expected annual revenues
of $250 million. The company will maintain corporate headquarters
in Calgary, Alberta.

Shareholders from GDH and Nevada Bob's Pro Shop have approved the
merger.  Shareholders for the Canadian company are scheduled to
meet Sept. 20 to vote on the agreement.

About 90 percent of GDH and Nevada Bob's Pro Shop shareholders
have ownership in both companies, Hendrix said.

On Wednesday, a U.S. bankruptcy judge in Las Vegas confirmed
Nevada Bob's Pro Shop's reorganization plan, which includes the
acquisition by Nevada Bob's Canada. The company is expected to
emerge from bankruptcy after an official 10-day appeal period,
said Lyle Edwards, chief executive for Nevada Bob's Canada.

Once the merger is approved, Nevada Bob's Canada will issue 34.5
million shares, with warrants for an additional 12.7 million
shares, accounting for 40 percent of the new company. Owners of
Nevada Bob's Pro Shop and GDH will hold the remaining shares.
Edwards will head the new company.

The combination of the three companies will provide economies of
scale and position the new company well for both distribution and
retail, Hendrix said.

Nevada Bob's stores are readily recognized by golfers. GDH was
founded in 1998 to acquire and manage undercapitalized golf
product manufacturers and other related industries.

"We think this gives us a real advantage as far as a franchising
network, which we can then incorporate with e-commerce," he said.
"We're going to have an Internet site with local representation
supporting it."

Hendrix added that the new company will share online profits with
its franchise locations. Company executives are in the process of
defining details of that arrangement.

O'BRIEN ENVIRONMENTAL: NRG Announces Agreement With Calpine
NRG Energy, Inc. (NRG), a wholly-owned subsidiary of Northern
States Power Company (NYSE:NSP), announced today that it
has entered into a Stockholders Agreement with Calpine
Corporation (NYSE:CPN) relating to Cogeneration Corporation of
America (Nasdaq:CGCA). NRG currently owns approximately 45
percent of the outstanding shares of CogenAmerica.

Under the Stockholders Agreement, NRG will retain a 20-percent
ownership interest in CogenAmerica following completion of the
acquisition of CogenAmerica announced earlier today. Pursuant to
the terms and conditions of the merger agreement between
CogenAmerica and Calpine, all outstanding shares of common stock,
other than those to be retained by NRG, will be acquired by
Calpine for a cash purchase price of $ 25.00 per share.

All existing operating, management and services agreements
between NRG and CogenAmerica and their respective affiliates will
be terminated upon completion of the acquisition and will be
replaced by agreements between Calpine and CogenAmerica and their
respective affiliates. The transaction, which is subject to
CogenAmerica shareholder approval and various regulatory
approvals, is expected to close during the fourth quarter of

NRG acquired its interest in CogenAmerica, then named O'Brien
Environmental Energy, Inc. (O'Brien), pursuant to a plan of
reorganization for O'Brien proposed by NRG and approved by the
U.S. Bankruptcy Court for the District of New Jersey in early
1996. In connection with NRG's plan of reorganization, the
existing shareholders of O'Brien received shares in reorganized
O'Brien valued by the Court at approximately $ 7.50 per share and
an additional $ 2.00 per share in cash. Based on the $ 25.00
price to be paid for the shares of CogenAmerica, the shares
received in 1996 in connection with the reorganization have
appreciated in excess of 40 percent per annum, compounded.

"CogenAmerica's rise from bankruptcy has been a real success
story," said David H. Peterson, chairman, president and chief
executive officer of NRG and chairman of the board of
CogenAmerica. "In less than four years, significant shareholder
value has been created as a result of the efforts of the
company's management as well as the addition of two projects
originally developed by NRG and transferred under the Co-
Investment Agreement.  Julie Jorgensen and her management team
have done an excellent job of handling the company's recent
challenges and putting the focus back on the company's business

Julie A. Jorgensen became interim president and chief operating
officer of CogenAmerica in October 1998 and was named permanently
to the position in May 1999.

Peterson said NRG's recent U.S. acquisitions have focused on
larger generating stations, making the CogenAmerica assets a
better overall fit with Calpine's strategic focus on combined-
cycle natural gas-fired and geothermal power generation.
Nevertheless, NRG will retain a 20-percent interest in
CogenAmerica after the acquisition by Calpine.

NRG is one of the world's leading independent power producers,
specializing in the development, construction, operation,
maintenance and ownership of low-cost, environmentally sensitive
power plants. Established in 1989, NRG has a high quality
portfolio of projects in the United States, Europe, the Pacific
Rim, and Latin America. NRG is involved in projects totaling over
19,000 MW of generating capacity utilizing diverse fuel types
including natural and landfill gas, hydro, and solid fuels such
as coal, lignite, biomass and refuse-derived fuel.

PHILIP SERVICES: Board of Directors Appoints Fernandes CEO
Philip Services Corp. (TSE:PHV)(ME:PHV) announced that the Board
of Directors has approved the appointment of Anthony G. Fernandes
as Chief Executive Officer. The appointment is conditional upon
the approval of the Company's lending syndicate, as the incoming
majority shareholders of the Company, and the approval of the
U.S. and Canadian bankruptcy courts. Allen Fracassi will continue
as interim CEO until the necessary approvals are obtained
and will remain a member of the Board of Directors until a new
Board is appointed.

"The appointment of Mr. Fernandes is very positive for Philip and
a decision I fully support," said Allen Fracassi. "He brings the
right combination of experience and focus to the job, and values
the critical role of our employees in building a strong future. I
look forward to providing whatever support may be necessary to
ensure a smooth transition." Philip Services is an integrated
metals recovery and industrial services company with operations
throughout the United States, Canada and Europe. Philip provides
diversified metals services, together with by-product management
and industrial outsourcing services, to all major industry

SC NEW HAVEN: Seeks Time To Assume/Reject Leases
The debtors, SC New Haven Corporation, f/k/a Starter Corp. and
its debtor affiliates seek an extension of time within which the
debtors may assume or reject unexpired leases of nonresidential
real property.

The debtors request an extension of time for 60 additional days,
until November 16, 1999, within which the debtors may assume or
reject the leases.  The debtors claim that they have not had
sufficient time to appraise their financial situation and the
potential value of the leases to the estate.  They state that
they have been progressing diligently toward the liquidation of
their assets.  Forcing the decision on the assumption or
rejection of the leases at this juncture would cause irreparable
harm to the debtors' ability to formulate a plan of
reorganization which has the highest return for the creditors and
is in the best interest creditors, shareholders and other parties
in interest.

SHOE CORP: Seeks Authority For Use of Cash Collateral
The debtor Shoe Corporation of America, Inc. seeks authorization
for the debtor's use of cash collateral.  The debtor believes
that the aggregate balance owing the Lenders as of the Filing
Date is approximately $37,148,000.  To continue its business
operation, the debtor ahs indicated a continuing need to use its
existing cash, and proceeds of its existing accounts receivable
and inventory.

SOURCEONE WIRELESS: Fights For Sale of Assets
In a response to the Committee's objection to the sale of
substantially all of the debtor's assets, the debtors, SourceOne
Wireless, Inc. and SourceOne Wireless, LLC, assert that their
decision to sell their assets outside the context of a plan, and
without benefit to unsecured creditors is a proper exercise of
their business judgment.  They allege that as long as the
debtor's assets have been properly marketed and the sale has been
conducted in good faith, state law allows secured creditors the
first claim against the value realized from the sale.

The debtors assert that the sale is not a sub rosa plan.  The
debtors also state that the Committee has no standing to object
to the sale as being subject to a lien without the lienholder's
consent or resulting in payment in full.  

SOUTHERN MINERAL: Defaults May Trigger Demands For Payment
Southern Mineral Corporation had net revenues in the quarter
ended June 30, 1999 of $6.2 million as compared to $4.4 million
in the same quarter of 1998.  The company recorded a net loss of
$3.6million in the quarter ended June 30, 1999, compared to a net
loss of $2.5 million for the quarter ended June 30, 1998.

In the six months ended June 30, 1999 the company had net
revenues of $16.9 million; while in the same period of 1998 net
revenues were $8.8 million.  Southern Mineral reported a loss in
the six months ended June 30, 1999, of $0.7 million compared to
loss of $2.8 million in the same period in 1998.

The company believes that it may be necessary to sell additional
oil and gas assets or obtain additional borrowing from its
current or new lenders to raise the additional funds necessary to
meet the current September 1, 1999, or proposed revised January
1, 2000, maturity of Tranche A principal.  If it is unable to
raise the necessary funds, further restructuring of its
Amended Credit Facility will be required or the company could be
in default on the full amount of its indebtedness.

Southern Mineral currently has outstanding $2.9 million under
Tranche A of the domestic credit facility due September 1, 1999
which the lenders have proposed reducing to $1.5 million and
extending the maturity to January 1, 2000. Failure to make the
September 1, 1999 (or January 1, 2000, if extended) payment would
be a default under the domestic credit facility, and the lenders
would have the right to demand payment in full of the debt
outstanding, which currently stands at  $16.5 million including
Tranche A.  On October 1, 1999, a cash interest payment of
approximately $1.4 million is due on the debentures.  The company
will most likely not have sufficient available cash to make this
interest payment.  Failure to make the October 1, 1999 payment by
October 30, 1999 would be a default under the indenture
governing the debentures, and most likely would result in a
demand for full payment of the debentures.  Failure to timely pay
the September 1, 1999 payment to the lenders under the domestic
credit facility or the October 1, 1999 interest payment on the
debentures would be a default under the company's Canadian credit
facility, and would most likely result in a demand for payment in
full of the debt outstanding under that facility.

After an extensive process, the company announced the approval by
the Board of Directors of a financial restructuring. If the
financial restructuring is not consummated and the company is
unsuccessful in obtaining additional borrowings from its current
lenders, Southern Mineral has indicated it will consider all
alternatives, including, but not limited to, mergers with
other entities, obtaining additional sources of financing or
equity, and significant reductions in general and administrative
costs. In addition, the company may be forced to petition to
reorganize or liquidate under the Bankruptcy Code of the United

SOUTHERN MINERAL: Sells Brushy Creek Field To ANR Production
Southern Mineral Corporation sold its interests in the Brushy
Creek Field in Lavaca and Dewitt counties of Texas to ANR
Production Company for $15.2 million.  Closing on the Texan
Gardens field has been extended for up to 30 days from August 2,
1999. The company has earmarked the majority of the proceeds of
this sale for reduction in its domestic bank indebtedness.

Southern Mineral Corporation is an oil and gas acquisition,
exploration and production company that owns interests in oil and
gas properties located along the Texas Gulf Coast, Canada and
Ecuador. The company's principal assets include interests in the
Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada.

Southern Mineral Corporation's securities were delisted from the
Nasdaq National Market as of the close of business, August 4,
1999.  The company announced that this action was attributable to
its inability to satisfy the Nasdaq National Market maintenance
standards for the continued listing of its securities including a
minimum share bid price of $5.00 per share. The company stated
that following this delisting its common stock will continue to
be quoted and traded on the OTC Bulletin Board under the same
symbol, SMIN.

Additionally, Southern Mineral Corporation intends to request a
review of the delisting decision by the Nasdaq Review Council.

TED PARKER: Judge Approves Sale
A federal bankruptcy judge has approved the $90 million sale of
the majority of Ted Parker Home Sales Inc. to Champion
Enterprises, the nation's largest mobile home maker and Ted
Parker's main supplier.

The approval came Thursday in U.S. Bankruptcy Court in
Wilmington, Del., and means hundreds of Ted Parker Homes
customers may soon be able to complete their sales or request
refunds of deposits.

Champion, based in Auburn Hills, Mich., will buy back all
Champion inventory owned by Ted Parker Homes and its sister
company, Carolina Home Sales Inc.

Champion has also agreed to buy the leases of 37 of Ted Parker
Homes' 42 retail centers in North Carolina, South Carolina and
Mississippi. The company may eventually buy the leases of the
remaining five sales lots as well.

Ted Parker and Carolina Home Sales filed for Chapter 11
bankruptcy protection on July 22.

Lee Katz, director of reorganization for Ted Parker Home Sales,
said the sale also may help about 400 Ted Parker Home Sales
employees laid off two weeks ago.   Officials with both companies
expect the sale to be completed next week.

TELETRAC INC: Order Authorizes Employ of Special Tax Counsel
The US Bankruptcy Court for the District of Delaware entered an
order on August 18, 1999, authorizing the debtor, Teletrac, Inc.
to employ and retain Kevan D. Acord, PA as special tax counsel
for the debtor.

TRACE INTERNATIONAL: Receives Final Approval for DIP Loan
Trace International Holdings Inc. has received final approval for
a $650,000 debtor-in-possession loan from its largest creditor,
the Bank of Nova Scotia. After a hearing on Monday, the U.S.
Bankruptcy Court in Manhattan approved the facility, which is
only half the amount the company had originally requested.
(The Daily Bankruptcy Review and ABI Copyright c August 27, 1999)

UNITED COMPANIES: Equity Says It Can't Live Without A. Andersen
The Official Committee of Equity Security Holders responds to the
objections of the debtors and the creditors' committee to the
employment of Arthur Andersen LLP as accountants and business and
financial advisors.

The Equity Committee replies, "Without the services of Arthur
Andersen LLP, the Equity Committee cannot fulfill its statutory
duties." According to the Equity Committee, without the firm's
testimony concerning the value of the debtor's assets, the Equity
Committee cannot assess any proposed plans.


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

Bond pricing, appearing in each Friday edition of the TCR, is
provided 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., 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
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at 301/951-6400.  

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