TCR_Public/980203.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, February 3, 1998, Vol. 2, No. 23                      
                    
                     Headlines

APS TECHNOLOGIES: Files for Bankruptcy
ALLIANCE ENTERTAINMENT: Seeks Auction on Sale of Property
BIDERMANN INDUSTRIES: Disclosure Stmt Wins Conditional Okay
BRITWELL INVESTMENTS: Needs Continuing Utility Service
CAJUN ELECTRIC: Southern Co. Partners Make Their Bid

COUNTY SEAT: Objection to $10.7M Administrative Claim
EQUITEX, INC.: To Be De-Listed by Nasdaq
FARM FRESH: $50M DIP Pact Wins Final Approval
FEDERATED: Questrom Sues for $47 Million
FIRST MERCHANTS: Confirmation Hearing Set for March 3

FRETTER INC.: Granted Authority to Extend Exclusivity
GIBSON'S: Seeks Extension of Exclusivity
GIBSON'S: Seeks Extension to Assume or Reject Leases
GRAND UNION: Is it Heading for Bankruptcy?
GUY F. ATKINSON: Still in Talks with Clark

HARRAH'S: Bankruptcy Judge OKs Casino Plan
KIA: Trying to Avert Bankruptcy
MIDCOM: Major Developments in January
MILFORD RESOLUTION: Seeks Extension for Exclusive Period
MILFORD RESOLUTION: Seeks Date for Proofs of Claim

MILFORD RESOLUTION: Seeks Date for Rejection of Leases
MOBILEMEDIA: Plan Supported by Secured Debt Holders
MOBILEMEDIA: Receives Financing Authority
MOLTEN METAL: Seeks Relief from Property Expenses
ORANGE COUNTY: Credit Suisse Settles Bond Case

PARAGON TRADE BRANDS: Hires Alston & Bird
PEREGRINE INVESTMENTS: French Baank To Buy Peregrine Unit
PETRIE RETAIL: Charming Shoppes to Purchase 28 Stores
PRIMELINE SECURITIES: Court-Ordered Liquidation
Q-ENTERTAINMENT: Emergency Motion to Sell Assets

Q-ENTERTAINMENT INC.: Hires Professionals
Q-ENTERTAINMENT: Relief Requested from Automatic Stay
RDM SPORTS: Objects to Agreements
SA TELECOMMUNICATIONS: WorldCom, Inc. Objects to Extension
THE LOFTS: Blames HUD for Bankruptcy

THE WIZ: Requests Approval of Sale
TOSHOKU AMERICA: Committee Objects to Cash Collateral
TOSHOKU AMERICA: Committee Taps Davis Polk & Wardwell
TOY BIZ: To Sell Colorforms
WESTERN PACIFIC: Another Possible Merger with Frontier
WESTERN PACIFIC: Hunt/GFI - Conditional Objection to Sale

Meetings, Conferences and Seminars
                   *********

APS TECHNOLOGIES: Files for Bankruptcy
--------------------------------------                     
The Kansas City Star reported on 01/31/98 that a
California company that went out of business in November
has left a Kansas City company with about $7 million in
debt, sending the local company into bankruptcy.

APS Technologies, a Kansas City mail-order computer parts
company, has filed for bankruptcy, citing uncollectable
debts of $6.7 million from Micropolis Corp., a now-defunct
California subsidiary of Singapore Technologies
Ltd. Micropolis made disk drives, used to store programs
and other information used by computers.  APS officials
said many of the disk drives manufactured by Micropolis
failed, leaving the Kansas City firm with major warranty
repair work.

Singapore Technologies closed Micropolis in November,
contending that competition in the computer storage market
had hurt profits. APS filed suit shortly before Singapore
Technologies dissolved the company.

APS listed debts of $12.8 million and assets of $12.3
million in its Chapter 11 filing.


ALLIANCE ENTERTAINMENT: Seek Auction on Sale of Property
--------------------------------------------------------
In order to relocate their business to Florida, the Debtors
wish to sell their Roscoe, NY, property. Although they have
obtained an offer of $180,000 from Mr. Salvatore Giardina,
which they consider a fair and reasonable offer, they wish
to obtain further bids for the property at an auction held
during a hearing on the motion.


BIDERMANN INDUSTRIES: Disclosure Stmt Wins Conditional Okay
-----------------------------------------------------------
Federal filings, Inc. reported on February 2, 1998 that
Bidermann Industries USA Inc.'s disclosure statement
received conditional approval on Jan. 28 subject to
revisions regarding the interest rate on certain debt and
information describing an alternative reorganization
proposal that was rejected.  The modified disclosure
statement and proposed order will be submitted on February
3, 1998 and the court is expected to sign the order
approving the document the same day.


BRITWELL INVESTMENTS: Needs Continuing Utility Service
-----------------------------------------------------
Britwell Investments is seeking an extension of the 20-day
protective order within which utility service may not be
discontinued. The Debtor needs time to resolve utility
service issues to insure uninterrupted utility service to
the health care facilities that it operates. They assert
that due to the broad geographic scope of their operations,
they have not had enough time to address issues with all of
their utility vendors. They are seeking the protective
period to be extended for an additional 60 days, to March
30, 1998.


CAJUN ELECTRIC: Southern Co. Partners Make Their Bid
----------------------------------------------------
The Atlanta Journal/Constitution reported on 2/01/98 that
the protracted bidding war for a bankrupt Louisiana
electric cooperative will come to an end this week when a
Southern Co. partnership and two rival bidders argue their
cases before a federal bankruptcy judge.

Judge Gerald Schiff scheduled arguments on the
latest takeover proposals from the bidders for Cajun
Electric Power Cooperative. The contenders have all offered
to pay more than $900 million. Southern is bidding jointly
with two other companies. The rival bidders are
Houston-based Enron Corp. and Southwestern Electric Power
Co. (Swepco) of Dallas.

Racing to acquire power plants in advance of deregulation
of the nation's electricity industry, the bidders have been
jousting for control of centrally located Cajun for almost
two years. Parties to the case say an end is finally
in sight and expect Schiff to select a bidder this spring.

Cajun supplies wholesale power to 12 distribution
cooperatives that in turn supply 315,000 homes and
businesses at rates that have been among the nation's
highest. Cajun was driven into bankruptcy in 1994 by its
losing stake in the River Bend nuclear plant in St.
Francisville, La. Cajun's non-nuclear assets
are being auctioned off in bankruptcy court.

Enron believes it can make Cajun profitable. But the Texas
energy conglomerate also would sell excess power from
Cajun's coal-fired power plants in other markets that are
opening up as the industry is deregulated.

Reportedly, the Southern group would also market Cajun's
excess power. But the Atlanta company is primarily
interested in "investment opportunity" that plays to its
strength as longtime operator of coal-fired power plants.
Southern would try to lure new businesses to the area with
lower rates.

Southern is bidding for Cajun in conjunction with Northern
States Power of Minneapolis and Zeigler Coal Holding of
Fairview Heights, Ill., which now supplies Cajun with most
of its coal. If the bid is successful, Southern would
own 40 percent of Cajun and the others 30 percent each.

Southern first bid independently for Cajun in March 1996.
But the company later joined its current partners in
forming Louisiana Generating, which is now bidding for
Cajun. Ralph Mabey, Cajun's court-appointed bankruptcy
trustee, supports the bid.

Louisiana Generating is bidding $950 million; Swepco, $930
million; and Enron, $925 million. Proposed rates that they
would charge the cooperatives are within 1 percent of one
another. The bidders could still revise their offers.
Because differences in purchase prices and rates are
considered negligible, other factors have become critical.

All three bidders are seeking support from the 12 power
cooperatives that purchase electricity from Cajun. Swepco
claims backing from eight co-ops. Three co-ops support both
Louisiana Generating and Enron. One is neutral.


COUNTY SEAT: Objection to $10.7M Administrative Claim
-----------------------------------------------------
County Seat Stores, Inc. as reorganized debtor filed an
objection to RAI Credit Corporation's application for
allowance of an administrative claim of at least
$10,741,960.

County Seat objects to the claims on procedural and
substantive grounds. The parties entered into a court-
approved private label credit card program for County
Seat's retail stores.  County Seat wanted a credit card
program for clients between the ages of 18 and 25 to obtain
instant credit.  

However, the instant credit was denied to more than 85% of
the applicants, and the agreement was terminated.  County
Seat argues that the agreement actually hurt the company's
sales, and that there were elements of fraud that induced
the company to enter into the agreement.  In addition,
County Seat argues that none of the expenses of RAI are
administrative expenses.


EQUITEX, INC.: To Be De-Listed by Nasdaq
----------------------------------------
Equitex, Inc.  recently has been advised by Nasdaq that it
plans to delist the company from the Nasdaq National Market
because the company currently does not meet the Nasdaq
National Market maintenance standards. Equitex has appealed  
Nasdaq's  determination and has requested a hearing which
has been set for  February  19,  1998.  If Nasdaq
ultimately determines to remove the company from the Nasdaq
National Market, Equitex will request that it be moved from
the Nasdaq National Market to the Nasdaq SmallCap Market.


FARM FRESH: $50M DIP Pact Wins Final Approval
---------------------------------------------
Farm Fresh Inc.won final court approval of a $50 million
debtor-in-possession financing agreement with
prepetition lenders Fleet Capital Corp. and Heller
Financial Inc.  The court approved the DIP facility, which
includes a $20 million sub-limit for letters of credit,
following a final hearing on Jan. 28.  The supermarket
chain received interim approval on Jan. 7 to
borrow up to $40 million under the DIP agreement pending
the final hearing.


FEDERATED: Questrom Sues for $47 Million
----------------------------------------
Allen Questrom, the former chairman and chief executive
officer of Federated Department Stores Inc., sued the
company Friday, saying it owes him $47 million.

In the lawsuit filed in U.S. District Court in New York,
Questrom claims that Federated has not paid him all he is
due under his employment contract.  Questrom served as
Federated's top officer from January 1990 until May 1997,
helping guide the company as it emerged from bankruptcy
reorganization in 1992 and presiding over a period of major
growth as Federated bought R.H. Macy & Co. Inc. and
Broadway Stores Inc.

Federated said it disagrees with Questrom's claim and will
fight it in court. The company said Questrom was paid all
the compensation due under his contract, including $16
million in incentives as determined by an outside
investment banking firm.  Questrom's lawsuit said he is
owed $47 million in addition to the $16 million he
received.


FIRST MERCHANTS: Confirmation Hearing Set for March 3
-----------------------------------------------------  
The Delaware Court where the Chapter 11 case of
First Merchants Acceptance Corporation ("FMAC") is pending
approved the adequacy of the information in FMAC's
disclosure statement on January 21, 1998 and set a hearing
on confirmation of the Chapter 11 plan described in that
disclosure statement for March 3, 1998, at 4:30 p.m.

The Plan provides for issuance of $44 million of new debt
to the unsecured creditors as set forth in the Plan. It
also provides for 57% of the equity of the reorganized FMAC
to be distributed pro rata to holders of the 1995
Subordinated Reset Notes and holders of trade and other
general unsecured claims against FMAC and 43% of
such equity to be distributed pro rata to holders of the
1996 Subordinated Reset Notes.

The Plan further provides that the stock of existing common
shareholders in FMAC would be cancelled on the effective
date of the Plan and such shareholders would receive the
benefit of 3 year warrants to purchase at least 32,500
shares of common stock of Ugly Duckling Corporation
("UDC"), which warrants would have an exercise price of $20
per share and would be callable by UDC if UDC's common
stock trades at $28.50 per share for 10 consecutive trading
days.

The Court also entered an interim order on January 21, 1998
establishing procedures under which any party or group who
proposes or intends to acquire or accumulate or sell (i)
more than 300,000 shares of existing FMAC stock or add
additional shares to or so as to create such a block, or
(ii) any unsecured claims against FMAC (other than claims
relating to the 1996 Subordinated Reset Notes issued by
FMAC), must give a written notice to FMAC before such
transaction becomes effective. There is a 30 day waiting
period and if FMAC objects during such 30 day period, the
transaction will not become effective until it is approved
by the Delaware Court.

FMAC believes that this relief is necessary to protect its
net operating loss carryforwards, which are believed to be
approximately $70 million, and that these carryforwards
will be critical to its ability to confirm its plan
and maximize creditor recoveries thereunder.

First Merchants is a national specialty finance company,
which prior to its Chapter 11 filing was primarily engaged
in financing the purchase of used automobiles by consumers
who have limited access to traditional sources of
credit. It is no longer purchasing such paper and its
current business is concentrated on collecting the existing
receivables in its portfolios.


GIBSON'S: Seeks Extension of Exclusivity
---------------------------------------
The Delaware Bankruptcy Court has set a hearing for March
5, 1998 to consider a motion by the Debtor to extend their
exclusive right to file a plan or plans of reorganization
by 60 days through May 15, 1998. The Debtors assert that
they have made significant progress in working with the
Creditors' Committee to establish a three-year business
plan, streamline operations, restore better trade credit,
and negotiate an agreement on pre-petition federal income
tax liabilities. The Debtors need more time to continue
working on a plan that is acceptable to the Committee
pending the reassignment and transfer of these cases to
another judge at the end of January.


GIBSON'S: Seeks Extension to Assume or Reject Leases
---------------------------------------------------
The Delaware Bankruptcy Court has set a hearing for March
5, 1998 to consider a motion by the Debtor to extend the
time by which they can assume or reject 24 unexpired non-
residential leases. Because these leases depends upon the
Debtor's plan of reorganization, Gibson's cannot determine
their status until the file is finalized.


GRAND UNION: Is it Heading for Bankruptcy?
------------------------------------------
The Record Northern New Jersey reported on 01/29/98 that
with increased losses and burdensome debt, Grand Union Co.
could be facing a return to bankruptcy protection. The
company hired Salomon Smith Barney Inc. to assist the
company "in evaluating various financial alternatives
available to it, including a possible capital
restructuring."

Analysts say those alternatives could include a Chapter 11
bankruptcy reorganization, converting junk bonds to equity,
or a sale of the company. A spokeswoman declined to rule
out any option.  "While we are making progress in improving
our operating performance, the company's highly leveraged
debt position continues to constrain our future growth," J.
Wayne Harris, Grand Union's chairman and chief executive,
said in explaining the hiring of Salomon. "We believe it is
essential that we address the capital structure issue."

The company reported losses of $47.9 million, or $4.79 a
share, for the 12-week third quarter ended Jan. 3. That
compares with a loss of $32.5 million, or $3.25 a share,
for the comparable period a year earlier. Through three
quarters, losses total $188.2 million, up from last year's
$107.2 million. Although overall sales were flat, declining
by 0.5 percent to $534.3 million, sales at stores open at
least a year improved by 1.2 percent.

The earnings were announced after the close of trading
Tuesday, but investors evidently anticipated the bad news,
sending Grand Union stock down 53 1/8 cents a share to
$1.37 1/2 earlier in the day. The slide continued
Wednesday, with the price falling an additional 3 1/8 cents
a share to $1.34 3/8.


FRETTER INC.: Granted Authority to Extend Exclusivity
-----------------------------------------------------
The Debtors received authority to extend their exclusive
right to file a plan or plans of liquidation through and
including February 2, 1998. The Debtors and the Creditors'
Committee shall have the exclusive right to obtain
acceptance of such plan or plans through and including
March 30, 1998.


GUY F. ATKINSON: Still in Talks with Clark
------------------------------------------
According to Federal Filings, Inc. on February 2, 1998, Guy
F. Atkinson Co. of California is still in talks with Clark
Construction Group Inc.. Appartently the two have abandoned
their proposed term sheet and are working toward a limited
asset sale agreement before a Feb. 5 sale hearing.  Under
the deal in the works, Clark would acquire the Atkinson
name, goodwill, and some equipment, but Atkinson would
retain its valuable construction projects and receivables.  
Clark would pay $1 million up front, however, the remainder
of the purchase price must be negotiated.


HARRAH'S: Bankruptcy Judge OKs Casino Plan
------------------------------------------                 
The Advocate, Baton Rouge LA reported on 1/30/98                      
that a federal bankruptcy judge Thursday OK'd Harrah's Jazz
Co.'s latest plan to save the $850 million land casino, but
he conditioned his OK on legislative approval of the
company's casino-operating contract with the state.

The Legislature is scheduled to go into special session in
late March to consider the contract, which has been
approved unanimously by the state Gaming
Control Board.

Judge Thomas Brahney III said thaat if the legislators do
not approve the contract he will consider a bankruptcy
trustee's request to either liquidate the project or
dismiss Harrah's Jazz from further bankruptcy court
protection. Brahney said he received no objections to his
confirming the latest reorganization plan.

The casino is spending about $1.5 million a month to pay
security guards, utility bills, legal fees and rent to the
city of New Orleans.

"If the financing comes to an end, then the reorganization
comes to an end," said lawyer Rudy Cerone, who represents
the holders of $435 million in bonds purchased to finance
construction of the casino.


KIA: Trying to Avert Bankruptcy
-------------------------------
The International Herald Tribune reported on 1/23/98
that the chairman of the debt-ridden Kia conglomerate said
Thursday he hoped to avert bankruptcy for the group by
selling off most of its unprofitable subsidiaries while
attempting to raise 1 trillion won ($580 million) from
foreign and domestic investors.

The chairman, Jin Nyun, also appealed to Ford Motor Co.,
which owns 7.3 percent of Kia Motors Corp.'s shares, to
raise its stake in the company.  "It would be very nice for
Kia Motors if Ford decides to expand," said Mr. Jin, a
former labor minister who became chairman in October when
Kia's creditor banks forced the group into receivership.

Mr. Jin said he was confident that Kia could survive as
South Korea's No. 3 carmaker despite oversupply in the
industry and the threat of new competition from Samsung
Motors, which has rolled out its first prototypes and is
expected to begin regular production in March.

His hopes rest in large part on the government-owned Korea
Development Bank, Kia's principal creditor. A South Korean
court is expected to approve the application for
receivership, which includes a government proposal for the
bank to accept payment of its loans in the form of shares
in Kia.

The plan would turn Kia into a company largely owned by the
government, but Mr. Jin made clear he believed the company
would soon resume making profit after posting a loss last
year. He also said he would welcome new investment
that would free Kia from government control.

The biggest casualty of Kia's restructuring, in which nine
units will be sold, will be Asia Motors, a maker of trucks,
buses and vans as well as the 1.5-liter Kia Pride sedan
that Kia once exported to North America for Ford to sell
as the Ford Fiesta. The group will try to find buyers for
Asia Motors, Kia Steel and Kisan Construction, Mr. Jin
said, but if there are no offers it will simply auction
them off.


MIDCOM: Major Developments in January
-------------------------------------
On January 21, 1998, Ernst & Young LLP, the principal
accounting firm for Midcom's consolidated financial
statements, was dismissed, and on the same date, Grant
Thornton was engaged to audit the registrant's financial
statements for the year ended December 31, 1997.

On January 21, 1998, the registrant completed the sale of
substantially all of its assets and those of its
subsidiaries, PacNet Inc. and Cel-Tech International
Corporation, to a wholly-owned subsidiary of WinStar
Communications, Inc. in exchange for approximately $92
million.

On January 15, 1998, the registrant announced that it had
entered into an asset purchase agreement with DICOMM
Ventures, Inc. of Lynn, Massachusetts. DICOMM Ventures is a
private investment company that invests in information
technology and telecommunications companies. Under the
terms of the agreement, DICOMM will purchase the assets of
Midcom's Enhanced Facsimile and Electronic Messaging
subsidiary, AdVal, Inc., for $6.6 million (subject to
certain adjustments). Under bankruptcy code procedures, the
agreement with DICOMM to sell the assets of AdVal will be
subject to bids by other interested purchasers
who will have the opportunity to top DICOMM's offering
price on similar terms and conditions to those set forth in
the agreement between Midcom and DICOMM.

The name of the company has been changed to MC Liquidating
Corporation effective January 22, 1998.

Effective January 22, 1998, Kevin J. Smith was appointed
president, chief executive officer, treasurer and a
director of the company replacing William H. Oberlin who
was terminated as president, chief executive officer and a
director of the company as of that date. Also, effective
January 21, 1998, Steven P. Goldman was terminated as vice
president, assistant secretary and general counsel of the
company and Paul P. Senio became a director and
continues as the Secretary of the company. Effective
January 22, 1998, Daniel M. Dennis and Scott B. Perper
resigned as directors of the company. Marvin C.
Moses resigned as a director effective January 21, 1998.
Karl D. Guelich and John M. Zrno both resigned as directors
effective January 23, 1998.

The board of directors of the company currently consists of
Kevin J. Smith, Paul P. Senio, Paul Pfleger, and John M.
Orehek.


MILFORD RESOLUTION: Seeks Extension for Exclusive Period
--------------------------------------------------------
Milford Resolution, Inc. (f/k/a Strawberries Inc.) are
seeking a fourth motion for an extension of their exclusive
period within which to file a plan or plans of
reorganization. The Debtors are seeking an order extending
the exclusive filing period for 60 days to April 10, 1998,
and extending the Exclusive Solicitation Period for 60 days
to June 10, 1998.  The Debtors also request a "bridge"
order to prevent the expiration of the Exclusive Periods
pending the Court's order.

Now that the sale of the Debtors' assets to Trans World
Entertainment Corporation has been completed, negotiations
among Milford Resolution and their primary constituents
toward an agreeable plan have accordingly begun.


MILFORD RESOLUTION: Seeks Date for Proofs of Claim
--------------------------------------------------
Milford Resolution, Inc., requests that the Court establish
a bar date of March 5, 1998 for filing all proofs of
administrative expense claims against the Debtors for
claims that arose between February 19, 1997 and October 7,
1997. The Debtors intend to propose later a joint
liquidating plan of reorganization later in 1998, and are
hopeful of making distributions to creditors shortly
thereafter.  The Debtors believe that the setting of an
administrative claims bar date will help expedite the
claims reconciliation process and distributions that will
eventually be made to creditors.


MILFORD RESOLUTION: Seeks Date for Rejection of Leases
-----------------------------------------------------
Milford Resolution, Inc., requests that the Court establish
a bar date of March 16, 1998 for filing proofs of claim
against the Debtors for the rejection of unexpired leases.
This would allow holders of putative Rejection Claims not
less than 30 days to file proofs of Rejection Claim.


MOBILEMEDIA: Plan Supported by Secured Debt Holders
---------------------------------------------------
The Pittsburgh Post-Gazette reported on  01/29/98 that   
MobileMedia Corp. filed a reorganization plan in a federal
bankruptcy court in Delaware that will reduce the paging
company's debt by 80 percent and let it emerge from
bankruptcy by midyear. The plan is supported by the
steering committee holding MobileMedia's secured debt of
about $649 million, or 45 percent of its total debt, the
company said. Its unsecured creditors' committee
opposes the plan. The company provides paging services to
3.6 million subscribers across the United States.


MOBILEMEDIA: Receives Financing Authority
-----------------------------------------
MobileMedia Communications, Inc., and its subsidiaries have
received the authority to extend until July 31, 1998 (the
Fourth Amendment) secured post-petition financing and for
the Guarantors to continue to guarantee the payment of such
obligations, up to an aggregate principal amount not to
exceed $100,000,000 from The Chase Manhattan Bank as agent.
The Debtors are further authorized and directed to pay all
extension, commitment and other fees and expenses in
accordance with the terms of the Amended Credit Agreement.
Any timely written objections to this order will be heard
by the Court on February 23, 1998.


MOLTEN METAL: Seeks Relief from Property Expenses
-------------------------------------------------
The Debtors seek reconsideration of the Court's order to
avoid additional costs that would result for delaying the
retention of the auctioneer/broker to sell assets by public
sales. They are seeking relief from further costs
associated with maintaining the premises which are no
longer necessary to their operations.


ORANGE COUNTY: Credit Suisse Settles Bond Case
----------------------------------------------
The Bond Buyer reported on 1/30/98 that               
Credit Suisse First Boston Corp. and two of its former
investment bankers agreed to pay a total of $870,000 to
settle Securities  and Exchange Commission charges that
they failed to make sure that offering  documents for
$110 million of taxable pension bonds the firm underwrote
for  Orange County in 1994 were not misleading, the SEC
announced yesterday.

The settlement of the landmark case - the SEC's first case
against an  underwriting firm in connection with the Orange
County debacle - puts an  end to a contentious 15-month
legal battle roughly four months before a  federal
court trial was to begin.

It also could pave the way for similar SEC settlements with
other firms  such as Merrill Lynch & Co. and Rauscher
Pierce Refnes Inc. - now Dain  Rauscher Inc. - that both
also sold financial products to the county's  
investment pool and underwrote county offerings, sources
said.

In the settlement, the SEC charged that the firm, Jerry L.
Nowlin, and  Douglas S. Montague were negligent in failing
to ensure the offering  documents for the $110 million of
pension bonds disclosed the risks and  declining
returns of county investment pools that were used to
guarantee  the liquidity of the bonds, part of a $320
million pension bond issue. The SEC also charged
that First Boston failed to reasonably supervise Nowlin  
and Montague. In addition, it charged that all three
violated the Municipal Securities Rulemaking Board's Rule
G-17 on fair-dealing.

The firm and two former bankers neither admitted nor denied
the charges. But the firm agreed to pay $800,000 and the
two former investment  bankers each agreed to pay $35,000.
The firm also agreed that if it ever  reenters the
municipal bond business, it will hire an independent  
consultant to review the firm's policies and procedures to
ensure they are  sufficient to prevent violations of the
federal securities laws. First  Boston left the municipal
market in February 1995.

First Boston issued a statement saying: "The administrative
order contains no allegation or finding of any fraudulent
or reckless conduct by  the firm or any of its current or
former employees."

The Twin Cities Star-Tribune reported on 1/30/98
that Merrill Lynch & Co., which was the largest issuer of
debt for the county, has been told by the SEC that they are
considering enforcement action against
the firm.
    
The SEC alleged that Credit Suisse and its two lead
investment bankers assigned to the offering "misrepresented
and omitted material facts" about the
county's investment pools. The pools held about $7.6
billion in deposits from local governments or districts and
had promised investors it would buy back any
bonds investors wanted to sell, according to the
commission.

The SEC said the firm and its former bankers knew, or
should have known, that the county's investment pools
bought risky derivative securities and suffered major
market losses as a result of rising interest rates.


PARAGON TRADE BRANDS: Hires Alston & Bird
-----------------------------------------
On January 16, 1998, the Court has granted to the Debtor
authority to hire Alston & Bird LLP as attorney for Debtor
and debtor in possession. Permission was granted pending a
supplement that discloses the name of one Alston & Bird
partner who holds stock in the Debtor.


PEREGRINE INVESTMENTS: French Baank To Buy Peregrine Unit
---------------------------------------------------------                       
Banque Nationale de Paris announced Monday it will buy the
Greater China equity operations of Peregrine Investments
Holdings Ltd., which went into bankruptcy last month.
BNP's chief executive Didier Balme said the bank's
securities arm, BNP PrimeEast, will acquire Peregrine's
China unit, forming a new company called BNP Prime
Peregrine Ltd.

Balme wouldn't disclose the purchase price at a press
conference. He also said that BNP has shown interest in
other parts of Peregrine, without giving further details.
The deal needs the approval of Hong Kong's High Court, and
regulatory authorities.

Price Waterhouse, Peregrine's provisional liquidator, said
separately that the proposed acquisition involves the
transfer of about 150 Peregrine employees and gross assets
with a value of about 290 million Hong Kong dollars ($37
million).  Price Waterhouse said that it is in talks with
parties interested in buying the remaining Peregrine
businesses in Hong Kong and elsewhere.

Balme said BNP and BNP Prime East will own 90 percent of
BNP Prime Peregrine, and senior Peregrine executives will
hold 10 percent. BNP Prime East is 70 percent owned by BNP
and 30 percent by Singapore-based PrimePartners Group.
Hong Kong-based Peregrine, once admired and envied for its
success in taking investment risks other financial
companies avoided, fell victim to the economic crisis that
has rattled Asia since last summer.


PETRIE RETAIL: Charming Shoppes to Purchase 28 Stores
-----------------------------------------------------
Charming Shoppes Inc. said Thursday it plans to purchase 28
stores from Petrie Retail Inc. Financial terms weren't
disclosed. The purchase gives Charming Shoppes, a women's
apparel retailer, the opportunity to enter the Texas and
Louisiana markets in which six of the stores are located.
The stores, located mainly in strip shopping centers,
should open during the first quarter. Charming Shoppes said
the stores are being sold due to Petrie's ongoing
bankruptcy proceedings. Petrie, a woman's apparel retailer
based in Secaucus, N.J., has been under bankruptcy
protection since October 1995. Charming Shoppes, based in
Bensalem, Pa., had 1997 sales of $1.01 billion.


PRIMELINE SECURITIES: Court-Ordered Liquidation
-----------------------------------------------
The Wichita Business Journal reported on 1/16/98 that            
the court-ordered liquidation of Primeline Securities Corp.
impacts numerous companies and investors who utilized the
Wichita-based firm.

But the bankruptcy proceeding also interrupts the progress
of lawsuits involving Primeline, including the proposed
class action suit against Primeline and Stoico Restaurant
Group Inc. filed in Sedgwick County District Court by a
trio of investors last August.

One lawsuit alleges that agents of SRGI which operates both
the Spaghetti Jack's and Sub & Stuff restaurant chains in
Kansas, Oklahoma, Texas, Missouri and Wisconsin - made
false and misleading statements in pitching the company's
Initial Public Offering in the fall of 1996. Shares of
Stoico stock offered under the IPO at $7.50 fell as low as
25 cents within one year, causing the stock to be relegated
to the NASDAQ Over-the-Counter Bulletin Board, a
repository for the lowest-priced stocks.

Primeline Securities and former Primeline employee Tim
Quinn were named as defendants in the suit along with SRGI
chairman and founder Louis Stoico and former SRGI president
Timothy J. Jeffrey. At the time Primeline's financial
woes became public, attorneys for the defendants had filed
motions to dismiss the suit, with rulings pending.

Agents of the Securities Investor Protection Corp. - the
government-established entity that protects investors - are
investigating former Primeline broker Asif Ameen. Ameen
(also known as Asif Amen) is alleged to have operated an
illegal investment scheme that bilked more than $2.8
million from his investors, heavily contributing to the
firm's insolvency.


Q-ENTERTAINMENT: Emergency Motion to Sell Assets
------------------------------------------------
Q-Entertainment, Inc., Terrier Holdings, Inc.,
Entertainment Technologies, Q-Zar Franchising, Inc., Q-Zar
USA Inc., Q-West LLC, Q-Networks, Inc. and Q-Zar Norhwest,
Inc. originally filed Chapter 11 cases which have now been
converted to Chapter 7 cases.  The Trustee in the Chapter 7
case is asking for a final hearing to approve the sale of
the assets between the Trustee and Global Synergy Trust for
a cash payment of $145,000; the waiver and release of any
and all claims held by the buyer or Q-West LLC for return
of $80,000 to the Chapter 11 Estate of Q-Zar USA; the
assumption of specific obligations estimated at $1.8
million, and the assumption of all obligations of Q-West
LLC.


Q-ENTERTAINMENT: Hires Professionals
----------------------------------------
The Debtor has hired Haynes and Boone, L.L.P. as general
bankruptcy counsel and Litzler, Segner, Shaw, McKenney &
Dohmeyer L.L.P. as accountants and financial advisors for
Scott M. Seidel, Chapter 7 Trustee.


Q-ENTERTAINMENT: Relief Requested from Automatic Stay
----------------------------------------------------------
Evans & Sutherland Computer Corporation requests relief
from the Automatic Stay regarding a pre-petition Revenue
Sharing Agreement entered into with Q-Network, a subsidiary
of Q-Entertainment Inc.  E&S has been unable to repossess
the two computer systems involved due to the automatic
stay. E&S asserts that since the Debtor is in liquidation
and no longer benefits from the systems, they wish to
immediately repossess and liquidate these systems for their
own account. A hearing on this motion has been scheduled
for February 24, 1998.


RDM SPORTS: Objects to Agreements
---------------------------------
Foothill Capital Corporation has filed a limited objection
to an order allowing the Debtors, RDM Sports Group, Inc.,
to assume and assign the agreements only to the extent the
motion would require Foothill or any of the debtor-in-
possession lenders to fund any cure amount required in
order to assume such agreements.


SA TELECOMMUNICATIONS: WorldCom, Inc. Objects to Extension
----------------------------------------------------------
WorldCom, Inc. objects to the Debtor's Motion, dated
January 13, 1998, for an extension to file schedules, lists
and statements of affairs authorizing the Debtors to file
consolidated schedules. On January 26, 1998 WorldCom
requested an appointment of a Chapter 11 Trustee for Addtel
Communication, Inc. and disqualifying White & Case from
representing Addtel's estate so that it cannot be jointly
administered with the other estates. WorldCom asserts that
there is a conflict of interest among the creditor body of
each estate, and that Addtel has value independent of the
other Debtors. Therefore, WorldCom asserts that under these
circumstances, SA Telecommunications should not be allowed
to file consolidated schedules.


THE LOFTS: Blames HUD for Bankruptcy
------------------------------------
The Detroit News reported on 2/02/98 that The Lofts at
Rivertown, an industrial warehouse converted into
apartments, owes $22 million in federal and city loans.
Owners of the East Jefferson building, who filed for
bankruptcy protection last year, blame their inability to
repay the money on financing delays caused by the U.S.
Department of Housing and Urban Development (HUD) and other
problems outside their control.

In a bankruptcy-related lawsuit filed in January, the
owners claim bungling by HUD boosted construction costs.
Executives for the 172-unit complex near the Belle Isle
bridge say 95 percent of the apartments are rented, so they
should have no trouble paying future bills--but the earlier
problems made it nearly impossible to pay their
mortgage.  Court records show The Lofts gross more than
$150,000 a month in rent. The building is owned by a
partnership, with the majority interest held by a landfill
and incinerator firm named WasteUSA.

The owners owe $3 million to the Detroit Economic
Development and Growth Corp. and $19 million to HUD,
according to a petition filed in Detroit bankruptcy court.
They list $13.6 million in assets.  In a separate lawsuit,
The Lofts partnership alleges HUD officials delayed the
project and increased costs by failing to send checks to
building contractors on time.


THE WIZ: Requests Approval of Sale
----------------------------------
As previously reported, Cablevision Electronics
Investments, Inc. has announced that it intends to purchase
The Wiz, a New York electronics retailer in Chapter 11
proceedings, for $10 million plus the Inventory Amount. The
Wiz is requesting authorization to sell, subject to higher
and better bids, substantially all of the Debtor's assets
to Cablevision, free and clear of liens, claims and
encumbrances and assume and assign or reject executory
contracts and unexpired leases.

They also seek authorization of an auction and a hearing
approving bidding procedures, including a Cablevision
break-up fee in the amount of $2.0 million. The Debtors
propose to conduct the auction at the offices of Kramer,
Levin, Naftalis & Frankel on February 3, 1998. The Debtors
also request a hearing on February 3, 1998 to report the
results of the auction and seek approval of the purchase
agreement.


TOSHOKU AMERICA: Committee Objects to Use of Collateral
-------------------------------------------------------
The Official Committee of Unsecured Creditors objects to   
the application of Toshoku America, Inc. for authority for
the limited use of Cash Collateral and the granting of
replacement liens and administrative expense priority to
Sakura Bank Limited.

Specifically, the Committee has concerns regarding whether
Sakura Bank may be granted adequate protection for the cash
collateral in the amount of $278,000 used by the debtor
prior to filing the application; whether the form of
adequate protection should be simplified by paying the
$278,000 to the bank; and whether it is necessary to at
least partially address issues relating to assurance of the
payment of the costs of administering this case in the
context of the relief requested.


TOSHOKU AMERICA: Committee Taps Davis Polk & Wardwell
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Toshoku
America, Inc. is seeking court authority to employ Davis
Polk & Wardwell as its counsel.  The firm would assist,
advise and represent the committee in its consultations
with the debtor regarding the case and to monitor and
coordinate with the case of the debtor's parent pending in
Japan.  The firm will charge its current hourly rates.


TOY BIZ: To Sell Colorforms
---------------------------
After acquiring Colorforms less than a year ago, Toy Biz
Inc. is about to sell the line of sticky plastic toys to
University Games Corp., according to a person involved in
the negotiations. An announcement of the sale agreement
could come as early as Friday, but financial terms won't be
disclosed. In recent years, Colorforms generated annual
sales of $15 million to $20 million.


WESTERN PACIFIC: Another Possible Merger with Frontier
------------------------------------------------------
The Gazette reported on 1/30/98 that WestPac and its new-
found financial backer, Smith Management Co., are
considering a "possible merger, consolidation and/or asset
sale" involving WestPac and its rival Frontier Airlines,
according to a court motion filed late Wednesday by WestPac
creditors.

"These matters are progressing extremely rapidly," the
motion says. The committee representing WestPac's largest
creditors is asking U.S. Bankruptcy Court in Denver to
allow it to examine the books of WestPac, Frontier and both
airlines' investors to see how the entities are tied
together.

WestPac is struggling for survival just a month after Smith
supplied the airline with a $30 million credit line.
Sources close to WestPac say Smith Management is
considering ending its support, a move that could leave
WestPac with few options other than liquidation or having
its assets taken over by rival Frontier Airlines - if the
possibility outlined in the creditors' motion pans out.

In WestPac's plan to emerge from bankruptcy, submitted
earlier this month to the court, WestPac agreed to pay
creditors roughly 10 cents for each dollar the
airline owes, plus travel vouchers. The creditors are yet
to accept this arrangement.  If the airline folds or is
taken over, creditors presumably would receive
even less - or, most likely, nothing at all.

One of the entities the creditors want to examine is
Wexford Management, a Connecticut-based investment group
that has committed $15 million to Frontier.
Wexford also made a bid in November to rescue WestPac by
paying off its airplane bills, liquidating the company and
handing the planes - or assets - to Frontier. Those talks
stalled as WestPac pursued a deal with Smith.

The Rocky Mountain News reported on 1/30/98 that a stock
watch is in effect for both Western Pacific and Frontier
airlines.                      

   STOCK WATCH

   * Western Pacific Airlines, (WPACQ: Nasdaq) 19.5 cents,
up 3.5 cents.

   * Frontier Airlines, (FRNT: Nasdaq) $1.88, unchanged.

That report stated that Western Pacific and Frontier
airlines are in "extremely rapid" discussions
about a merger or some other combination.
Western Pacific, which lost nearly $17.5 million on its
operations in November and December, is clearly in the
greatest peril, said Scott Hamilton, editor of the trade
publication Commercial Aviation Report.


WESTERN PACIFIC: Hunt/GFI - Conditional Objection to Sale
---------------------------------------------------------
Hunt Petroleum Co. and GFI Company, secured creditors of
Western Pacific Airlines, Inc. filed a conditional
objection to the stipulated motion to sell certain assets
and reject certain agreements related to the Colorado
Springs Operations.

The debtor filed a Sale Motion seeking authority to sell
the debtor's terminal facility at the Colorado Springs
Airport and certain of the debtor's personal property to
the City of Colorado Springs.  Hunt/GFI conditionally
object to the sale motion on the grounds that the motion is
silent as to the effect that the proposed sale would have
upon Hunt/GFI's liens in the Coloardo Spring Property.

Hunt/GFI submit that in the event the court grants the sale
motion, Hunt/GFI's liens in the Colorado Springs Property
should attach to the proceeds of the sale.  


Meetings, Conferences and Seminars
----------------------------------
February 5-7, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

February 19-22, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Universal City Hilton Hotel
         Los Angeles, California
            Contact 1-310-470-8487

February 22-25, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      12th Annual Norton Bankruptcy Litigation Institute I
         Olympia Park Hotel, Park City, Utah
            Contact 1-770-535-7722

March 19-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Leadership Meeting
         Hotel del Coronado, San Diego, California
            Contact 1-312-857-7734

March 20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800   

March 26-29, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      10th Annual Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact 1-770-535-7722

April 30-May 3, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

May 22-25, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club
         Cape Cod, Massachusetts
            Contact 1-617-720-1355

May 31-June 5, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      CLLA Credit Institute
         Marquette University, Milwaukee, Wisconsin
            Contact 1-312-781-2000

June 3-6, 1998
   ASSOCIATION OF INSOLVENCY ACCOUNTANTS
      Seminar
         San Francisco, California
            Contact 1-541-858-1665

June 8-9, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-12, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      1st Annual Conference on Corporate Reorganizations
         The Palmer House, Chicago, Illinois
            Contact 1-903-592-5169 or ram@ballistic.com

June 11-14, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 2-5, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

August 6-9-1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
  
October 16-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      5th Annual Conference on Distressed Debt
         Plaza Hotel, New York, New York
            Contact 1-903-592-5169 or ram@ballistic.com   

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

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
every Tuesday.
  
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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   
  
Copyright 1998.  All rights reserved.  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  * * *