TCR_Public/980706.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, July 6, 1998, Vol. 2, No. 130

APS HOLDING: Reports on A.P.S., Inc. Partnership Plan
AMES: Ettore Signs On For Five More Years
ASAHI RUBBER: Files for Bankruptcy Protection
BRUNO'S: Motion Seeking to Fix Bar Date
CALDOR CORP: Reports on Profit Sharing Plan

DOW CORNING: Mediator Gives 6 Days: Take-It-or-Leave-It
ELEK-TEK: Wins Exclusivity Extension To September 11
FIRST ALLIANCE: To Take $4.5 million Write-down
GEOTEK COMMUNICATIONS: Unprepared When it Entered Market

GENERAL WIRELESS: Plan Sees CapEx of $500M over 10 Years
GREAT BAGEL: Great Bagel & Coffee Closes 11 Locations
ITALIAN OVEN: Court Approves Settlement of Lawsuit
MAIDENFORM: Exclusivity Extended Through October 30
MERISEL INC: Reports 401K Retirement Savings Plan

NANTUCKET INDUSTRIES: Lists Directors and Officers
NIAGRA MOHAWK: Turnaround Efforts Nearing Completion
ONEITA INDUSTRIES: Oneita Has Approval To Hire Carl Marks
PARAGON TRADE: Annual Report on Retirement Plan
PARAGON TRADE: Hearing on Extension of Exclusivity

PASSPORT DESIGNS: Coda Music Announces Bid
PREMIER LASER SYSTEMS: Files Overview of Business
QWEST: FCC Orders 90-Day Freeze
ROCKWELL INTERNATIONAL: To Spin Off Semiconductor Business
SEARCH FINANCIAL: Reports Anticipated Increase in Net Loss
VENTURE: Kimco Closes on 30 Properties for $167.5 Million

DLS CAPITAL PARTNERS: Bond Pricing for Week of 6/29/98


APS HOLDING: Reports on A.P.S., Inc. Partnership Plan
APS Holding Corporation filed a Form 11K with the SEC, its
annual report on The A.P.S., Inc. Partnership Plan, which
is a defined contribution plan covering all full-time, non-
union employees of A.P.S., Inc. and its subsidiaries who
have completed one year of service and attained the age of

A full-text copy of the filing is available via the
Internet at:

AMES: Ettore Signs On For Five More Years
Ames Department Stores' chief executive, Joseph R. Ettore,
signed a five-year contract extension that will keep him as
Ames'president and chief executive officer into 2004.

Ettore was hired in 1994 -- two years after the company
emerged from  bankruptcy -- and is credited with turning
the company around by focusing on  moderate-income
consumers at a time when other discounters were chasing  
wealthier customers.

During the past three years, the company's stock price has
increased nearly tenfold.

ASAHI RUBBER: Files for Bankruptcy Protection
Impacted by the failure of its parent company, Asahi Corp.,
Asahi Rubber, a manufacturer of rubberized products for
automotive use, filed for bankruptcy protection  
under the Corporate Rehabilitation Law. The Tokyo District
Court advised the  company on June 30 that it could
commence reorganization procedures, and the  company will
try to rebuild on its own.

Asahi Rubber will be supported by three companies--Parker
Corp., which supplies Asahi Rubber's products  to
Nissan and Honda ; Ekuchi, which supplies Asahi Rubber's
products to Toyota ; and C.I. Kasei, a synthetic resin
maker interested in Asahi Rubber's home-use waterproof and
soundproof products. (ComlineTransportation-07/01/98)

BRUNO'S: Motion Seeking to Fix Bar Date
The debtors In re PWS Holding Corporation, Bruno's, Inc.,
et al., seek to fix a Bar Date of September 30, 1998.

CALDOR CORP: Reports on Profit Sharing Plan
In its most recent Form 11K filed with the SEC, Caldor
Corp. provided its annual report on the Caldor Inc. Profit
Sharing Plan.

For a description of the plan, and the net assets available
for the plan, a full-text copy of the filing is available
via the Internet at:

Connectivity Technologies Inc. is in the process of
completing its annual report on for the fiscal year ended
December 31, 1997. The company anticipates  revenue for
1997 of approximately $42.0 million and a net loss of
approximately $9.0 million for the year.

The company concluded an amended secured credit agreement
with its lenders effective June 2, 1998, under which
certain loan covenants not complied with as of December 31,
1997, were deleted.

The amended facility requires the elimination of the  
overadvance position of approximately $5,000,000 by July
10, 1998. The company is currently in discussions with its
lenders looking to an extension of the current facility,
the implementation of a new loan facility or other
corrective action but no assurances can be given that such
negotiations will be successful.

If no satisfactory agreement is concluded with the lenders,
the amended facility would require repayment of the entire
obligation of approximately $17.7 million by July 31, 1998,
and the company does not believe that it would be in a
position to make the required over advance reduction or to
repay the entire loan on the dates currently specified.

The company is trying to sell it Energy Electric Assembly
division and would apply the proceeds of the sale to
debt repayment, however, a completion of any transaction by
the July 10 or July 31 deadlines is unlikely. Even if a
sale of the EEA division were completed by July 10, the
proceeds would be insufficient to repay the Registrant's
total obligations to its lenders.

If the negotiations for relief with the lenders are
unsuccessful and if the company cannot meet the above
referenced obligations on July 10 and July 31, the lenders
would have the right to commence legal action against the
company for the repayment of the entire debt, plus certain
other amounts, and to proceed against the company's assets.
Such an eventuality would likely prevent the company from
continuing as a going concern.

DOW CORNING: Mediator Gives 6 Days: Take-It-or-Leave-It
A federal mediator in the multi-billion dollar Dow  
Corning Corp. bankruptcy case has given the company and
women with breast implant claims six days to accept his
undisclosed proposed settlement.

Intense negotiations between the former breast implant
maker and attorneys for thousands of women claiming the
implants injured them failed to produce a deal, mediator
Francis McGovern said Wednesday.

"I have reached a settlement. The question is whether the
parties agree. I have submitted a take-it-or-leave-it
proposal," McGovern said in a conference call hearing with
U.S. Bankruptcy Judge Arthur Spector.

Spector agreed to hold off on issuing his already prepared
bankruptcy plan until after the deadline set by McGovern   
next Tuesday at noon.

Dow Corning, a joint venture of Dow Chemical Co. and
Corning Inc., faces 177,000 breast implant claims
worldwide. The women claim silicone gel leaked  
from their implants and caused a variety of illnesses.

The implant matter is being handled as part of a bankruptcy
case involving Dow Corning, which filed for protection in
1995 as lawsuits mounted. The company has a $4.4 billion
plan to pay its debts and emerge from bankruptcy that
includes a $3 billion payment to the implant plaintiffs
over 16 years.

The women want $3.8 billion, paid out over three years.
At a 15-minute hearing in Flint on Wednesday, negotiators
for Dow Corning and its creditors accepted the six-day
deadline and agreed to keep details of McGovern's plan

Once a worldwide settlement plan is approved, ballots could
go out to women with silicone breast implants. It would
need approval by women representing two-thirds of the total
settlement amount to take effect.

The U.S. Supreme Court last November upheld a federal
appeals court ruling that consolidated all implant-related
litigation in Michigan. The company sought the
consolidation, saying it would ensure that complaints would
be handled in an orderly way.

ELEK-TEK: Wins Exclusivity Extension To September 11
The U.S. Bankruptcy Court in Wilmington, Del., extended
Elek-Tek Inc.'s exclusive period to solicit acceptances to
its liquidating plan from June 13 to Sept. 11. The former
computer retailer and the committee of unsecured creditors
said the 90-day extension was needed to complete a
disclosure statement and revise the proposed plan. (Federal
Filings Inc. 2-July-98)

FIRST ALLIANCE: To Take $4.5 million Write-down
First Alliance Corp., a mortgage lender to borrowers with
troubled credit histories, said it will take a $4.5 million
write-down in the second quarter and that its vice
president of finance and acting chief financial officer is  

The Irvine-based company warned last month that its results
would miss the 49 cents a share expected by analysts
because borrowers repaid loans faster than anticipated,
with adjustable-rate loan payoffs coming in 20 percent
faster  than expected.  It also said its default and
delinquency rates are lower than the industry average.

The lender, which faces a lawsuit charging it with
deceptive and predatory lending practices, said acting
chief financial officer John Michel will leave  
at the end of the week to become senior vice president of
strategic planning at Bank Plus Corp. Michel had acted as
CFO since last month, when Mark Mason quit to become chief
operating officer and CFO at Bank Plus.

The company said it would take the write-down to revalue
its mortgage securities. It also named Richard Taylor legal
counsel and corporate secretary, replacing Ed Summers, will
leave the company at the end of the month for another job.

First Alliance shares hit $7.63, after reaching an all-time
low of $7.25 on the Nasdaq stock market. The company will
release its second-quarter earnings results during the week
of July 20.

GEOTEK COMMUNICATIONS: Unprepared When it Entered Market
Geotek Communications reported liabilities of $424 million  
and assets of only $351 million from its wireless network
operations in 10 U.S. markets.  The payroll and other
operating expenses will continue to be met with  $10
million in debtor- in-possession financing that it acquired
from S-C Rig Investment III, L.P., a firm associated with
well-known investor George Soros.

GeoTek's situation is not unexpected; in its May 15 filing
to the U.S. Securities and Exchange Commission, Geotek had
disclosed that its cash and expected cash flow "are
insufficient to fund its current operations and the  
full implementation of the company's business plan in the
short term and long term."  Geotek's stock has been
steadily sliding from its peak of $13.75 on June 14, 1996,
to 28 cents on June 26, 1998.  Four of nine directors
resigned June 12.

The company reported $6.9 million in first-quarter revenue,
down from $11.2 million a year earlier.  As of March 31,
Geotek's consolidated assets were valued at $351 million,
and its consolidated liabilities were listed at $424  

Part of Geotek's problems spring from its lack of
preparedness when it entered the market, said one analyst
familiar with the company.  The company delayed  
its deployment, and when it finally did arrive in the
marketplace, the systems had bugs that needed to be ironed
out.  "They started out behind the eight-ball and it was
kind of uphill from there," the analyst said.

Another problem for Geotek was the arrival of competitor
Nextel Communications Inc. [NXTL] with its iDEN-based
system.  Nextel was first to market and had a more
mainstream offering that worked well, the analyst said.

GENERAL WIRELESS: Plan Sees CapEx of $500M over 10 Years
The reorganization plan filed by General Wireless Inc.     
and its subsidiaries proposes funding capital expenditures
of about $500 million over the next 10 years with
additional investments by current equity holders, new
vendor financing, a high-yield debt offering, and an
initial public offering. The personal communications
service companies estimated that they would launch
commercial service in market clusters around San Francisco,
Miami, and Atlanta on their PCS networks in the fourth
quarter of 1999.

"The debtors will incur significant operating losses and
generate negative cash flow for operating activities during
the next several years while they seek to develop or
construct the PCS networks and build a customer base," the
disclosure statement warns. (Federal Filings Inc. 2-July-

GREAT BAGEL: Great Bagel & Coffee Closes 11 Locations
Phoenix-based Great Bagel & Coffee Co. closed its 11-
company owned locations yesterday after a two-year effort
to become more profitable, according to The Arizona
Republic. According to President Gary Sandeen, over
saturation has hurt the company. Only a few bagel and
coffee shops were in the area when Great Bagel opened five
years ago, and now there are more than 120 competing. He
estimated the company has lost $400,000 to $500,000. Great
Bagel & Coffee is the latest bagel business in trouble.
Manhattan Bagel Co. filed chapter 11 in November, and
Einstein/Noah Bagel Corp. has seen its stock drop from $15
a year ago to $3-$5.

ITALIAN OVEN: Court Approves Settlement of Lawsuit
U.S. District Court Judge D. Brooks Smith approved a
settlement this week of a class-action lawsuit against
Italian Oven Inc.; according to the settlement,
shareholders will receive about 25 cents on the dollar for
their claims, according to The Post Gazette. The Latrobe,
Pa.-based company filed chapter 11 in October 1996 and
later sold its assets to a Minneapolis investment
company that now runs the restaurant chain. In July 1996,
shareholders filed a securities fraud suit, naming Italian
Oven, its top officers and a firm that managed the initial
public offering in November 1995. Shareholders will split
about $3.3 million, less nearly $1 million in attorneys'
fees. (ABI 2-July-98)

MAIDENFORM: Exclusivity Extended Through October 30
Maidenform Worldwide Inc. won an extension of its
exclusive periods to file a reorganization plan and solicit
plan acceptances through Oct. 30 and Dec. 30, respectively.
The intimate apparel maker, creditors' committee, and
lenders agreed to the fourth-month extension, which was
shorter than Maidenform had requested. (Federal Filings
Inc. 2-July-98)

MERISEL INC: Reports 401K Retirement Savings Plan
In a Form 11K filed with the SEC, Merisel, Inc. announces a
401(k) plan. A full-text copy of the filing is available
via the Internet at:

NANTUCKET INDUSTRIES: Lists Directors and Officers
In its most recent Form 10KA filed with the SEC, Nantucket
Industries, Inc. lists its directors and executive
officers, executive compensation, security ownership of
certain beneficial owners and certain relationships and
A full-text copy of the filing is available via the
Internet at:

NIAGRA MOHAWK: Turnaround Efforts Nearing Completion
Shareholders of Niagara Mohawk Power Corp. yesterday
approved issuance of up to 43 million shares of common
stock in connection with the company's Master Restructuring
Agreement.  The vote came at the company's 49th annual
shareholders' meeting in Buffalo.

The approval marks the final step necessary to consummate
the landmark agreement that calls for Niagara Mohawk to
terminate, restate or amend 27 government-mandated
Independent Power Producer (IPP) contracts that represent
approximately 75 percent of the company's above-market
prices. In exchange, the IPPs will receive approximately
$3.6 billion in cash, approximately 20.5 million shares of
Niagara Mohawk common stock and proceeds from the sale of
22.4 million shares of Niagara Mohawk common stock.
Shareholder approval of the stock portion of the
transaction will allow the parties to consummate the
MRA by today's closing date.  

The MRA will reduce Niagara Mohawk's annual IPP payments by
more than $500 million.  The improved cash flow will allow
the company to reduce electricity prices for all customers
and pay off the debt required to finance the MRA over a
six-to-seven-year period, thus putting an end to the bulk
of its IPP cost burden.

Also at the meeting, shareholders voted to amend the
company's Certificate of Incorporation to increase to 250
million shares the amount of common stock Niagara Mohawk is
authorized to issue.  In addition, shareholders
approved the formation of a holding company structure.
Under the PowerChoice agreement, the company has
approximately one year within which it may adopt
such a structure. The implementation of a holding company
will not occur until the company receives all necessary
regulatory approvals.

In other shareholder action, five directors were elected to
three-year terms.  They are Salvatore H. Alfiero, chairman
and chief executive officer of Mark IV Industries; Albert
J. Budney Jr., president and chief operating officer of
Niagara Mohawk; Dr. Bonnie Guiton Hill, president and chief
executive officer of The Times Mirror Foundation and vice
president of The Times Mirror Co.; Clark A. Johnson,
chairman and chief executive officer of Pier 1 Imports; and
Henry A. Panasci Jr., chairman of Cygnus Management Group.
Alfiero and Johnson are new to the Niagara Mohawk board.
Yesterday also marked the last annual meeting for Edmund M.
Davis, who is retiring from Niagara Mohawk's Board of
Directors after 28 years of service.  As a result of these
activities, Niagara Mohawk will have 14 board members.

Niagara Mohawk is an investor-owned energy services company
that provides electricity to more than 1.5 million
customers across 24,000 squares miles of Upstate New York.  
The company also delivers natural gas to more than 500,000
customers over 4,500 square miles of eastern, central and
northern New York.

ONEITA INDUSTRIES: Oneita Has Approval To Hire Carl Marks
Oneita Industries Inc. received court approval to hire Carl
Marks Consulting Group at the request of the company's
prepetition lenders, a move that could enable the apparel
manufacturer to emerge from bankruptcy earlier than

"During the past several weeks, the Debtor has engaged in
discussions with the Prepetition Lenders regarding possible
changes to the Prepetition Agreement that could facilitate
an earlier emergence from the Reorganization Case than is
currently projected and/or the availability of additional
working capital for the Reorganized Debtor," Oneita said.
While a hearing to confirm the company's pre-negotiated
reorganization plan currently is set for July 9, it is
unclear whether Oneita will proceed or seek another
adjournment. Carl Marks' services will include analyzing
marketplace issues, strategic plans, and financial
projections, and performing a general evaluation of
management. (Courtesy of The Daily Bankruptcy Review
Copyright c July 2, 1998- ABI 2-July-98)

PARAGON TRADE: Annual Report on Retirement Plan
Paragon Trade Brands Inc. reported in a Form 11K to the
MANAGEMENT PLAN, Financial Statements and Schedules as of
December 31, 1997 and December 31,1996, Together With
Auditors' Report, Prepared in Accordance With the Financial
Reporting Requirements of ERISA.

A full-text copy of the filing is available via the
Internet at:

PARAGON TRADE: Hearing on Extension of Exclusivity
The debtor, Paragon Trade Brands, Inc. filed a motion
seeking to further extend the exclusive period to file a
plan of reorganization and to solicit acceptances thereto.  
A hearing on the motion shall be held on July 10, 1998.

PASSPORT DESIGNS: Coda Music Announces Bid
Coda Music Technology, Inc. (Nasdaq:COMT) announced today
that the bid for certain assets of Passport Designs, Inc.
that Coda submitted with the Trustee in Bankruptcy for
Passport Designs, Inc., a company in Chapter 7 bankruptcy
proceedings, has been accepted.  The purchase price for the
assets specified in the bid is $400,000 to $600,000
depending upon the amount of royalty payments to be made
based on net sales by Coda, during the one-year period
beginning the date of closing, of products  
previously sold by Passport.  

PREMIER LASER SYSTEMS: Files Overview of Business
In its most recent Form 10K filed with the SEC, Premier
Laser Systems Inc. filed an annual report that consists of
an overview of its business.
A full-text copy of the filing is available via the
Internet at:

The aggregate market value of the company's voting stock
held by non-affiliates was approximately $61,878,491 on
June 24, 1998, based upon the closing sale price of such
stock on May 22, 1998.

Number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
As of June 24, 1998:
                Class A Common Stock:    14,903,906 Shares
                Class E-1 Common Stock:  1,257,499 Shares
                Class E-2 Common Stock:  1,257,499 Shares

QWEST: FCC Orders 90-Day Freeze
The FCC yesterday (6/30) ordered a 90- day freeze on
Ameritech Corp.'s [AIT] effort to enroll new customers as
part of its "teaming" agreement with Qwest Communications
Corp. [QWST] and ordered a halt to marketing and promotion
for their "CompleteAccess" program.  The freezes will
remain until the agency decides whether the agreement is

AT&T and MCI had asked that the two companies be enjoined
from implementing their teaming agreement, charging that
Ameritech was using it to provide prohibited interLATA
services.  In granting the "standstill order," the FCC said
it had not reached any conclusions on the merits of the
deal.  But the agency agreed with the two long-distance
companies that the teaming agreement  "could have a
significant impact on the competitive landscape in
these  markets."

The FCC said the petitions raised serious questions
involving core provisions of the Telecom Act.  "We conclude
that these issues must be addressed before any lasting
effects resulting from this agreement take place in these
markets,"  the agency said.

ROCKWELL INTERNATIONAL: To Spin Off Semiconductor Business
Rockwell International Corp. will spin off its
semiconductor business to shareholders and cut 3,800 jobs
in a major restructuring of the automation and avionics
businesses that will remain after the split.

The reorganization announced Monday will include a $625
million charge, including about $200 million in cash to
cover severance pay and other costs related to job

Chairman Don H. Davis said the transaction was being taken
to improve the consistency of its earnings and reposition
itself for future global growth.

The changes result from several factors, including the
Asian financial crisis and falling prices for personal
computer modems, Davis said. (Atlanta Constitution-

SEARCH FINANCIAL: Reports Anticipated Increase in Net Loss
Since commencement of the Chapter 11 Proceedings, the
Company and its subsidiaries have completed their exit from
the non-prime automobile business which represented
approximately 90% of the assets of the Company and its
subsidiaries. The Company and its subsidiaries have also
reduced their number of employees by over 50% during the
last eight months.

It is currently contemplated that a sale of the consumer
finance operations will form the core element of the
Company's plan of reorganization.

The Company's 9%/7% Convertible Preferred Stock and Common
Stock were delisted from The Nasdaq National Market
effective with the close of business June 1, 1998. The last
reported sales prices per share for the Company's 9%/7%
Convertible Preferred Stock and Common Stock were $0.03 and
$0.01, respectively.

The Company's anticipated net loss for the fiscal year
ended March 31, 1998 of approximately $30 million
represents an increase of approximately $25 million over
its net loss of approximately $5 million for the fiscal
year ended March 31, 1997.

The increase in net loss was primarily attributed to (1) a
loss of $9.1 million related to discontinued automobile
finance operations, (2) a $2.5 million loss on sale of
assets, (3) an increase of $11.4 million in provision for
loan losses and (4) expenses of $1.2 million for the
settlement of a potential class action lawsuit. The
anticipated net loss of approximately $30 million does not
reflect any gain or loss from the sale of the assets of MS
Financial, Inc. ("MS") as part of the Chapter 11

Under the terms of the sale of MS' assets, MS is entitled
to receive a portion of the proceeds from the liquidation
of the assets sold if those proceeds exceed a threshold
amount. The Company has not determined the amount of
proceeds it expects to receive, nor, therefore, whether and
in what amount the sale will result in a gain or loss.

VENTURE: Kimco Closes on 30 Properties for $167.5 Million
Kimco Realty Corp. (NYSE: KIM) announced that it has
completed the acquisition of 30 properties leased  
to Venture Stores Inc. from Metropolitan Life Insurance Co.
for $167.5 million.  The properties, located primarily in
the Chicago, St. Louis and Kansas City markets, comprise
approximately 3.8 million square feet of leasable area.

The acquisition of these properties from Metropolitan Life
was contingent on bankruptcy court approval of an agreement
by Kimco to purchase Venture's leasehold position at 89
locations.  That agreement was approved in June by the  
bankruptcy court overseeing the liquidation of Venture
Stores and is expected to be completed this month.

Kimco has also reached an agreement with Kmart Corp. (NYSE:
KM) to lease certain of the Venture Stores locations and is
negotiating with other major retailers to enter into leases
for the other locations.

Separately, Kimco announced that is has issued $100 million
of its medium-term notes (MTN's).  These MTN's, which
mature in June 2005, were priced at par and bear interest
at a fixed rate of 6.73%.  The issuance of the MTN's
followed  reaffirmation of the Company's A- credit rating
by Standard & Poor's.

DLS CAPITAL PARTNERS: Bond Pricing for Week of 6/29/98

Following are indicated prices for selected issues:

Amer Telecasting 0/14 1/2 '04      25 - 28    
Asia Pulp & Paper 11 3/4 '05       89 - 90
APS 11 7/8 '06                      8 - 12 (f)
Boston Chicken 7 3/4 '04           18 - 19
Brazos 10 1/2 '07                  73 - 77
Brunos 10 1/2 '05                  15 - 18 (f)
CAI Wireless 12 1/4 '02            25 - 27
Cityscape 12 3/4 '04               40 - 42 (f)
E&S Holdings 10 3/8 '06            74 - 76
Grand Union 12 '04                 58 - 59 (f)
Greate Bay 10 7/8 '04              85 - 86 (f)
Harrah's Jazz 14 1/4 '01           29 - 31 (f)
Hechinger 9.45 '12                 73 - 75
Liggett 11 1/2 '99                 70 - 73
Mobilemedia 9 3/8 '07              30 - 33 (f)
Penn Traffic 9 5/8 '04             37 - 38
Royal Oak 11 '06                   81 - 83
Service Merchandise 9 '04          71 - 72
Trump Castle 11 3/4 '03        92 1/2 - 94
Zenith 6 1/4 '11                   31 - 33


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

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
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