Bankruptcy News For - March 21, 1996

  1. TLC shuts down master distributors
  2. Seattle Lighting Fixture Co. announces chapter 11 filing

TLC shuts down master distributors

            DETROIT, MI -- March 21, 1996 -- Caribbean Telephone &
        Telegraph Inc. (CT&T) regrets to announce that TLC -- The Long-
        distance Co. has voided the use of millions of TLC PhoneCards around
        the country which have been sold to independent distributors over
        the last several months.

            This announcement follows attempts by TLC and MCI, its major
        carrier, to reconcile with independent distributors who bought TLC
        PhoneCards for resale and refused to pay for them.  In fact, there
        were agreements made with several distributors, but terms of these
        agreements were never honored.

            TLC PhoneCard pioneered the current expansion of the prepaid
        calling card market with unique packaging and a marketing strategy
        to reach the general public through small corner stores and
        convenience markets.  This approach created a commodity of the
        prepaid calling card and bred many copy-cat competitors.

            The final blow came when MCI terminated carrier services,
        essentially shutting down TLC's ability to provide long-distance
        services.  Unfortunately, the result of this action will leave many
        consumers with cards that no longer work.  Store owners are being
        directed to contact their local, independent distributor for refund

            The problems began late last year when TLC's main independent
        distributors withheld payments and refused to comply with their
        terms of sale, while they continued to resell and distribute the TLC
        PhoneCard.  This meant that TLC continued to incur a phone bill for
        these unpaid cards.  The ever increasing cost from MCI, and the
        expense to operate became more than TLC could absorb.  This resulted
        in MCI cutting its losses by terminating carrier services on TLC's
        PhoneCard network.

            Jim Franklin, president of TLC made this statement: "I deeply
        regret the actions we have been forced to take today.  However,
        TLC's position is that the local, independent distributors are
        ultimately responsible to the stores and the customers they service
        and the solution at the store level lies in the distributors' hands.
        CT&T is working with the independent distributors and customers by
        providing information on the remaining balances found on cards
        returned to stores."

            Franklin also stated: "We felt it was time someone took a stand
        against the uncontrollable fraud developing in this industry.  It is
        important to note that CT&T has no desire to go out of business or
        file bankruptcy as many may believe.  We are simply cutting our
        losses and moving forward."

            CT&T has established a distributor information line at 313/202-
        2027 for consumers seeking further information.  Callers will be
        referred to their local, independent distributor in their area for
        information regarding the unused balance on their TLC PhoneCards.

        CONTACT:  Kim Cascio, 313/202-2000

Seattle Lighting Fixture Co. announces filing for reorganization under
Chapter 11

            SEATTLE, WA -- March 21, 1996 -- href="chap11.seattle.html">Seattle Lighting
        Fixture Co.
announced today that it has filed a petition for
        reorganization under Chapter 11 of the U.S. Bankruptcy Code.  

            The company is the Northwest's largest distributor of lighting
        fixtures and related products.  

            Jim Scarborough, president and chief executive officer,
        attributed the filing to cash shortages stemming from a reduction in
        sales due to continued declines in housing starts in the
        Metropolitan King County area where the majority of the company's
        operations are centered.  

            According to statistics published by the Master Builders
        Association of King and Snohomish Counties, the number of new single-
        family home permits in King County declined 29% in 1995 vs.  1994.  

            Seattle Lighting was founded in 1917.  Its 200 employees serve
        retail, builder-contractors, and commercial customers from six
        locations in the greater Puget Sound area.  Additionally the company
        operates under the name Builders Lighting with stores in Vancouver,
        Wash., Gresham, Lake Oswego and Salem, Ore., and Boise, Idaho.

            Seattle Lighting will continue its operations under current
        management as debtor in possession and plans to emerge from Chapter
        11 as quickly as possible as a stronger and more vibrant company.  

        CONTACT: Seattle Lighting Fixture Co.
                 Jim Scarborough, 206/689-9444


            WELLESLEY, Mass., March 21, 1996 - Filene's Basement
        Corp. (Nasdaq: BSMT) today reported results for the fourth quarter
        and fiscal year ended February 3, 1996, which results reflect
        charges associated with a strategic repositioning of the Company,
        expenses related to certain store closings, the write down of
        deferred tax assets for amounts not expected to be realized and
        other one-time charges, all of which were previously announced, but
        not quantified.  Losses for the fourth quarter and fiscal year,
        before the effect of the restructuring charge and certain other
        corporate one-time charges, were $1.1 million, or 5 cents per share,
        and $2.1 million, or 10 cents per share, respectively.

            Net loss for the fourteen week fourth quarter this year, after
        the restructuring charge, was $31.1 million, or $1.52 per share,
        compared to a net loss after the restructuring charge for the 13
        week fourth quarter last year of $3.2 million, or 16 cents per
        share.  Net loss for the 53 week fiscal year ended February 3, 1996,
        after the restructuring charge, was $31.8 million, or $1.56 per
        share, compared to a net loss after the restructuring charge of $1.2
        million, or 6 cents per share for the 52 week fiscal year ended
        January 28, 1995.

            The fourth quarter charges of $30.1 million reflect store
        closing costs related to on-going and one-time lease costs, asset
        write-offs of improvements to leased premises and inventory write-
        offs, as well as cost markdowns related to the exiting of certain
        lines of apparel and certain other corporate one-time charges.  Of
        the total charges of $30.1 million, $20.7 million are noncash
        related and the cash portion, which is primarily comprised of
        ongoing lease obligations, is expected to be paid out over the next
        several years.

            As a result of these actions, the locations remaining open will
        represent a core of stores that historically have contributed to the
        Company's profits.  It is anticipated that all of the closings will
        be accomplished during 1996, thereby allowing the Company to improve
        its return on assets, enhance expense control and productivity and
        provide a stronger store foundation for the implementation of the
        Company's new marketing and merchandising initiatives.  None of
        these charges impact the Company's compliance with its loan
        covenants, as they are specifically excluded from such calculations.

            Fourth quarter net sales for the fourteen week period this year
        were $170.3 million, down 5% from last year's thirteen week sales of
        $178.5 million.  Comparable store net sales for the fourteen week
        period were down 4% versus the comparable fourteen week period last
        year.  Net sales for the 53 week fiscal year were $582.5 million,
        down 4% from last year's net sales of $608.3 million for the 52 week
        fiscal year. Comparable store net sales for the 53 week period this
        year were down 6% versus the comparable 53 week period last year.

            Filene's Basement Corp. operates specialty stores, which offer
        focused, quality, branded assortments of men's and women's apparel
        at prices generally 20-60% below department and other specialty
        store regular prices.  The Company has 43 stores operating primarily
        in the Northeast and Midwest.

                            FILENE'S BASEMENT CORP.
                           FOURTH QUARTER REPORT
                              FEBRUARY 3, 1996
            The following are Filene's Basement's results for the fourth
        quarter of fiscal year 1995, as compared to the fourth quarter of
        fiscal year 1994:
                                             Fiscal quarter ended(A)
                                      February 3, 1996   January 28, 1995
        Net sales                          $170,322         $178,525
        Cost of sales, including
         buying, receiving and
         occupancy costs:                   149,008          140,992
        Gross profit                         21,314           37,533
        Selling, general and
         administrative expenses             39,400           36,484
        Amortization of intangible assets         9                9
        Amortization of beneficial
         operating lease rights                 329              329
        Charge for store closings            11,377            4,892
        Operating loss                      (29,801)          (4,181)
        Interest expense, net                 1,371              667
        Loss before income taxes            (31,172)          (4,848)
        Income tax benefit                      (54)          (1,691)
        Loss before extraordinary item      (31,118)          (3,157)
        Extraordinary item: loss on debt
         repurchase, net of tax benefit         ---              (23)
        Net loss                           ($31,118)         ($3,180)
        Primary and fully diluted earnings per share:
        Loss before extraordinary item       ($1.52)          ($0.16)
        Extraordinary item: loss on debt
         repurchase, net of tax benefit         ---            $0.00
        Net loss per common share            ($1.52)          ($0.16)
        Weighted average shares
         outstanding                         20,481           20,373
        (A) In thousands except per share data
        (A) Fourteen weeks this year versus thirteen weeks last year
                              FOURTH QUARTER REPORT
                                FEBRUARY 3, 1996
            The following are Filene's Basement's results for the 53 weeks
        ended February 3, 1996, as compared to the same 52 week period in
        fiscal year 1994:
                                               Fiscal year ended(A)
                                      February 3, 1996   January 28, 1995
        Net Sales                          $582,509         $608,303
        Cost of Sales, including
         buying, receiving and
         occupancy costs:                   464,411          466,444
        Gross profit                        118,098          141,859
        Selling, general and
         administrative expenses            132,666          129,859
        Amortization of intangible assets        38               38
        Amortization of beneficial
         operating lease rights               1,314            1,314
        Charge for store closings            11,377            4,892
        Operating income (loss)             (27,297)           5,756
        Interest expense, net                 4,927            3,679
        Income (loss) before income taxes
         and extraordinary item             (32,224)           2,077
        Income tax provision (benefit)         (433)             983
        Income (loss) before
         extraordinary item                 (31,791)           1,094
        Extraordinary item: loss on debt
         repurchase, net of tax benefit         ---           (2,335)
        Net loss                           ($31,791)         ($1,241)
        Primary and fully diluted earnings per share:
        Income (loss) before
         extraordinary item                  ($1.56)           $0.05
        Extraordinary item: loss on debt
         repurchase, net of tax benefit         ---           ($0.11)
        Net loss per common share            ($1.56)          ($0.06)
        Weighted average shares
         outstanding                         20,403           21,077
        (A) In thousands except per share data
        (A) Fifty-three weeks this year versus fifty-two weeks last year
                              FOURTH QUARTER REPORT
                                FEBRUARY 3, 1996
                             (dollars in thousands)
                                                     Feb. 3,     Jan. 28,
        ASSETS                                        1996         1995
        Current assets:
        Cash and cash equivalents                      $464       $4,642
        Inventories                                  85,777      117,504
        Other current assets                         26,534       10,752
        Deferred income taxes                           ---        9,261
        Total current assets                        112,775      142,159
        Property, plant and equipment, net           67,278       71,587
        Beneficial operating lease
         rights, net                                 16,125       17,439
        Deferred income taxes                         3,128        2,500
        Intangible assets, net & other               10,746        5,235
        Total assets                               $210,052     $238,920
        Current liabilities:
        Accounts Payable                             36,646       48,808
        Accrued Expenses                             33,402       34,675
        Short term debt                              13,200          ---
        Obligations under capital leases,
         due within one year                            490          449
        Total current liabilities                    83,738       83,932
        Reserve for store closings                    4,663        1,366
        Deferred revenue                              2,166        2,333
        Long-term debt                               35,000       35,000
        Obligations under capital leases,
         less current portion                         3,627        4,118
        Common stock                                    206          204
        Cost of 75,000 common shares in treasury        (16)         (16)
        Unamortized restricted stock compensation       (12)         (37)
        Additional paid-in capital                   86,048       85,596
        Retained earnings                            (5,368)      26,424
        Total stockholders' equity                   80,858      112,171
        Total liabilities and
         stockholders' equity                      $210,052     $238,920

        CONTACT:  Steven Siegel, CFO of Filene's Basement, 617-348-7100


            SOUTH JORDAN, Utah, March 21, 1996 - John Gunter,
        president and chief executive officer of TELS Corporation (Nasdaq:
        TELS), announced today restructuring at the subsidiary level,
        including the closure of Computer Express (Richardson, Texas) and
        D.J. GunTel (Carrollton, Texas).

            "TELS had originally expected these subsidiary channels to
        function as enhancements to its distribution channel.  However,
        after carefully considering the overall performance of our
        subsidiaries, we have determined that long-term profitability and
        shareholder value will be best served by renewing our emphasis on
        core strengths while eliminating the drag to our bottom line," said

            He indicated that, for example, while revenues attributable to
        Computer Express had increased significantly during the two
        successive years following the acquisition by TELS Corporation,
        Computer Express had a $0.04 per share negative impact on
        consolidated earnings in 1994. A residual impact is expected for
        1995, with some carryover anticipated into the first quarter of
        1996.  "With an even greater tightening of margins anticipated in
        the reseller business, we saw little likelihood of improved results
        in the near term.  Having booked two successive quarters of net
        losses, and in anticipation of a probable net loss between $0.04 and
        $0.09 per share for 1995, we have determined to cut our losses
        sooner rather than later and suspend our presence in the PC reseller
        industry," Gunter said.

            Gunter also indicated that TELS subsidiary Hash-Tech, Inc.
        (Santa Clara, Calif.), a producer and assembler of computer and
        electronics components, expects to open a sales-support office in
        Austin, Texas, to better serve its broadening customer base and
        enable it to capitalize on opportunities in the region's expanding
        high-tech business environment. In the two years since being
        acquired by TELS, Hash-Tech, Inc. has nearly doubled its revenues,
        in addition to reducing administrative expenses, improving operating
        margins and obtaining ISO-9002 certification.

            "Notwithstanding underperformance in other areas, we are
        optimistic about opportunities for our remaining subsidiaries and
        recognize Hash- Tech's ISO-9002 certification as a critical arrow in
        the quiver aimed toward domestic and international growth," said
        Gunter.  "By refocusing our efforts on what we do well, we
        anticipate more attractive margins and considerable improvement in
        the bottom line in 1996."

            TELS Corporation through its subsidiaries designs, builds,
        assembles, sells and services telecommunications/call accounting and
        personal computer components.

        CONTACT:  Stephen M. Nelson, Chief Financial Officer or Monica
        Riding, Investor Relations, TELS Corporation, 801-571-1182;
        Madeleine Franco or Andrew Graft of Jordan Richard Assoc.,

        TELS press releases are available through Company News On-Call by
        fax, 800-758-5804, extension 473775, or href="" target=_new>">


            EVANSVILLE, Ind., March 21, 1996 - Shoe Carnival, Inc.
        (Nasdaq: SCVL) a leading retailer of value-priced name brand and
        private label footwear, today reported that, due primarily to its
        inventory reduction efforts combined with a weak retail environment
        and the previously announced restructuring charges, it recorded
        losses of $.55 per share and $.67 per share respectively for the
        fifty-three week fiscal year and fourteen week fourth quarter ended
        February 3, 1996. With lower per-store inventories, a renewed
        emphasis on branded women's shoes and elimination of underperforming
        stores, management anticipates improved results in 1996.

            The Company has changed its fiscal year to a 52/53 week year
        ending on the Saturday closest to January 31 effective for the
        fiscal year ended February 3, 1996.  For comparability, the fourth
        quarter of 1994 and fiscal year 1994 have been restated to reflect
        results for the thirteen week period and fifty-two week period ended
        January 28, 1995.

            Net sales for the fourteen week fourth quarter fell 2.9% to
        $57.6 million from sales of $59.3 million in the thirteen week
        fourth quarter last year.  Comparable store sales on a thirteen week
        basis decreased 15.3%.  The Company previously announced the
        establishment of a reserve for expected costs to be incurred in
        closing eight unprofitable stores in 1996.  This resulted in a pre-
        tax charge of $3.3 million in the fourth quarter.  Additionally, the
        Company increased a reserve against the cost value of inventory for
        anticipated losses to be incurred in the liquidation of clearance
        product in both the stores that will close and those that will
        remain open.  This resulted in a pre- tax charge to cost of sales of
        $2.9 million in the fourth quarter. Including these charges, the
        Company reported a net loss of $8.7 million, or $.67 per share for
        the fourth quarter of fiscal 1995 as compared to a net loss of $1.7
        million or $.13 per share for the fourth quarter of fiscal 1994.
        The loss in the fourth quarter of fiscal 1994 includes pre-tax
        charges of $2.3 million against cost of sales for inventory write
        downs and $267,000 for store closing costs.  The Company closed one
        store in January 1995.

            Net sales for the fifty-three week fiscal year ended February 3,
        1996 increased 5.1% to $228.3 million from sales of $217.1 million
        for the restated fifty-two week year ended January 28, 1995.
        Comparable store sales on a fifty-two week basis decreased 10.0%.
        Including pretax charges of $1.3 million for the write down of
        inventory and $3.3 million for store closings, the net loss for
        fiscal 1995 was $7.2 million or $.55 per share compared to net
        income of $705,000, or $.05 per share for fiscal 1994.  Pre-tax
        charges recorded in 1994 for the write down of inventory and store
        closings were $2.4 million and $267,000 respectively.

            Wayne Weaver, Chairman, stated, "We began last year with
        specific goals for reducing and reshaping our inventories.  Our
        operating results in 1995 were definitely impacted by these
        initiatives, especially in such a weak footwear and apparel retail
        climate.  We have evaluated every aspect of our business, most
        significantly, our merchandising and marketing strategies.  From
        that we concluded the need for further restructuring of our store
        base, inventories and administrative expenses, the charges for which
        were taken in our fourth quarter. Although our inventory reduction
        program is nearly complete, we will continue to stress conservative
        inventory management practices, especially until we see a
        strengthening in the retail climate.  We also accomplished a major
        objective in completing the transition of our women's inventory to a
        predominantly branded mix.  The eight stores we plan to close in
        1996 were significantly underperforming units.  By focusing our
        resources on our remaining store base, with lower per-store
        inventories and a better match of operating expenses to revenues, we
        would anticipate improvements in future profits and cash flow.

            "We have been able to orchestrate these changes without serious
        impact on our overall financial condition.  In fact, despite the
        loss for the year, we were able to generate $7.4 million in cash
        from operating activities mainly from inventory reductions.  We paid
        down $3.5 million in long-term debt, which represented only 24
        percent of total capital at the end of the year.  Working capital
        exceeds $50 million and translates into a current ratio of 3.4:1,
        and as of the end of the year we had $13 million available under our
        revolving credit facility.  In short, our financial condition
        remains very strong and we view this as a competitive advantage in
        today's retail climate.

            "We are optimistic about 1996, but we are planning the year
        conservatively.  We will open four or five new stores this year,
        including stores in Orlando, FL and Fayetteville, AR, which opened
        on February 29, 1996 and March 14, 1996, respectively.  We opened
        both of these stores with our new store design which we successfully
        tested in Macon, GA in the latter part of 1995.  Planned capital
        expenditures of $7.0 million to $8.0 million are targeted primarily
        for new stores, the remodeling of eight existing stores with our new
        store design and technological enhancements to our information

            Shoe Carnival is a chain of 96 footwear stores located in the
        Midwest and Midsouth.  Combining "value pricing" (guaranteed lowest
        prices) with carnival-like entertainment, Shoe Carnival is a leading
        retailer of name brand and private label footwear for the entire
        family. Headquartered in Evansville, IN, Shoe Carnival trades on the
        Nasdaq Stock Market under the symbol SCVL.

                                SHOE CARNIVAL, INC.
                          CONDENSED STATEMENTS OF INCOME
                        (In thousands, except per share)
                             14 Weeks    13 Weeks    53 Weeks    52 Weeks
                               Ended       Ended       Ended       Ended
                             February 3, January 28, February 3, January 28,
                               1996        1995(A)      1996       1995(A)
        Net sales             $57,551     $59,292     $228,263    $217,137
        Cost of sales
          (including buying,
           distribution and
           occupancy costs)    50,631      46,372      176,019     161,100
        Gross profit            6,920      12,920       52,244      56,037
        Selling, general and
          expenses             17,495      14,934       58,946      53,703
        Restructuring charge(B) 3,282         267        3,282         267
        Operating income
          (loss)              (13,857)     (2,281)      (9,984)      2,067
        Interest expense, net     426         451        1,626         818
        Income (loss) before
          income taxes        (14,283)     (2,732)     (11,610)      1,249
        Income tax expense
          (credit)             (5,551)     (1,049)      (4,420)        544
        Net income (loss)     $(8,732)    $(1,683)    $ (7,190)   $    705
        Net income (loss)
          per share           $  (.67)    $  (.13)    $   (.55)   $    .05
        Weighted average common
          shares and common
          equivalent shares
          outstanding          13,019      13,019       13,031      13,047
            (A) -- The Company changed its fiscal year to a 52/53 week year
        ending on the Saturday closest to January 31, effective for the
        fiscal year ended February 3, 1996.  The fourth quarter of 1994 and
        the fiscal year 1994 have been restated to reflect results for the
        thirteen week period and fifty-two week period ended January 28,
            (B) - Restructuring charges incurred in 1995 and 1994 relate to
        the expected closing of a total of nine stores.  One store was
        closed in January 1995 and eight stores are expected to close in
        fiscal 1996.
                              SHOE CARNIVAL, INC.
                           CONDENSED BALANCE SHEETS
                                (In thousands)
                                                 February 3,     January 28,
                                                    1996             1995
        Current Assets:
          Cash and cash equivalents                $    900        $  1,759
          Accounts and notes receivable               1,026             635
          Merchandise inventories                    62,699          70,369
          Deferred income tax benefit                 1,820             710
          Other                                       4,660           3,457
        Total Current Assets                         71,105          76,930
        Property and equipment-net                   31,160          30,831
        Total Assets                               $102,265        $107,761
        Current Liabilities:
          Accounts payable                         $ 12,783        $ 10,131
          Accrued and other liabilities               7,504           4,510
        Current portion of long-term debt               612             573
        Total Current Liabilities                    20,899          15,214
        Long-term debt                               18,922          22,450
        Deferred lease incentives                     1,948           1,703
        Deferred income taxes                           925           1,633
        Total Liabilities                            42,694          41,000
        Shareholders' Equity                         59,571          66,761
        Total Liabilities and Shareholders' Equity $102,265        $107,761

        CONTACT:  Mark L. Lemond, Executive Vice President, Chief Operating
        Officer and Chief Financial Officer, of Shoe Carnival, Inc.,