TCR_Public/990308.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, March 8, 1999, Vol. 3, No. 45

                   Headlines

BARGAIN BARN: Files Chapter 11
BROTHERS GOURMET: Committee Objects To Ernst & Young
BROTHERS GOURMET: Requests Time To Assume/Reject Leases
BROTHERS GOURMET: Seeks Extension of Exclusivity
CITYSCAPE FINANCIAL: Bar Date Set For March 22

CITYSCAPE FINANCIAL: Court Approves Loan Brokerage Deal
CITYSCAPE FINANCIAL: Seeks Approval To Retain KPMG
CODED COMMUNICATIONS: Order Converts Case To Chapter 7
CROWN BOOKS: Committee Taps Substitute Accountants
IRIDIUM LLC: Issues Statement Regarding Financing

LEVITZ FURNITURE: Gets Exclusivity Extension
MAIDENFORM: Seeks Court OK To Sell Jacksonville Property
ONCOR INC: Shaya Elected Acting President and CEO
PARAGON TRADE: Equity Committee Objects To Settlement
PARAGON TRADE: Kimberly-Clark Objects To P&G Settlement

PAYLESS CASHWAYS: Annual Meeting Set For April 21
PHP HEALTHCARE: Bar Dates Set - March 30
PONDEROSA FIBRES: Taps Cleary, Gottlieb as Special Counsel
RAND ENERGY: Court Approves Sale of Mississippi Assets
SOLO SERVE: To Auction 20 Store Leases

STAMOR CORP: Paragon Capital to Help Fine's Regain Footing
TAPISTRON: Hardeman Confirmed As President
THE PHARMACY FUND: Bar Date Set For April 1
TELEGROUP: Emergency Order For Use of Cash Collateral
THE J. PETERMAN: Goes To Auction Today

UNITED COMPANIES: Court Approves Commitments From Greenwich
VOICE IT WORLDWIDE: Bar Date For Filing Proofs of Claim
BOND PRICING FOR WEEK OF MARCH 1, 1999

                   *********

BARGAIN BARN: Files Chapter 11
------------------------------
The Cincinnati Enquirer reports on February 27, 1999 that           
Bargain Barn Inc. in Mason has filed for Chapter 11
bankruptcy protection and is seeking to sell all assets of
the business in order to pay off creditors.  According to
court documents filed this week, the business will be sold
to the owner's son and daughter-in-law for $40,000. Of the
proceeds, $10,000 will be paid to the Internal Revenue
Service and $30,000 will pay unsecured creditors 30 cents
on the dollar.

There are no remaining secured creditors, according to the
court filing. Bargain Barn is owned by George Hunt, who is
described in the filing as "elderly and not in a position
to continue operating the business."  Advertisements for
the sale of the business had been placed, but no other  
offers were made.

Approximate value of the business assets, including the
name, is $35,650.


BROTHERS GOURMET: Committee Objects To Ernst & Young
----------------------------------------------------
The Official Committee of Unsecured Creditors of Brothers
Gourmet Coffees Inc. objects to the debtors' application
for entry of an order authorizing the employment and
retention of Ernst & Young LLP as accountants and auditors
for the debtors.  The Committee states that the proposed
retention is wholly and completely unnecessary.  The
debtors assert in their motion that they are seeking to
hire Ernst & Young to assist the debtors in complying with
certain SEC reporting requirements.

In this case, the debtors' public securities have been de-
listed from trading on any national market or exchange and
it is a foregone conclusion that the debtors' common stock
has no chance of receiving any distribution on account of
their interests.  The value or lack thereof of the debtors'
common stock is well known and such knowledge would in no
way be increased through the filing of periodic Forms 10-Q
or 10-K.

The Committee asserts that stockholders will have access to
"adequate information" under the present circumstances when
a disclosure statement is approved in connection with the
Chapter 11 plan process. The Committee also states that
retaining Ernst & Young to audit and/or prepare the
debtors' financial statements would serve no rational
purpose and would only result in the imposition of
additional, unnecessary reductions in the recovery of the
debtors' unsecured creditors.


BROTHERS GOURMET: Requests Time To Assume/Reject Leases
-------------------------------------------------------
The debtors, Brothers Gourmet Coffees, Inc., et al., seek a
court order extending the period to assume or reject
unexpired leases of nonresidential real property.  To date,
the debtors remain party to approximately 25 unexpired
leases which are essential assets of the debtors' chapter
11 estates.  Many of the unexpired leases are for warehouse
space that currently is part of Brothers' direct store
delivery network, and are critical to Brothers'
operations..  On February 17, 1999 an auction for the sale
of the debtor's business was conducted.  The successful
bidder has not yet been determined.  The final decisions
regarding many of the unexpired leases may depend
significantly upon factors such as the identity of the
Successful Bidder and the resulting structure of sale
ultimately adopted.  Therefore, by this motion, the debtors
seek an order extending the period during which the debtors
must assume or reject the unexpired leases until the
earlier of (I) May 14, 1999, or (ii) confirmation of a plan
of reorganization in the debtors' Chapter 11 cases, without
prejudice to their right to seek further extension.


BROTHERS GOURMET: Seeks Extension of Exclusivity
------------------------------------------------
The debtors, Brothers Gourmet Coffees, Inc., et al., seek a
court order extending the exclusive periods during which
the debtors may file a plan of reorganization and solicit
acceptances thereof.

On February 17, 1999 an auction for the sale of the
debtor's business was conducted.  The Creditors' Committee
is continuing to review information regarding the bids, and
a successful bidder has not yet been selected.  The debtor
anticipates that the plan will need to be amended,
irrespective of which entity is the successful bidder, but
the extent of the required changes will depend upon which
bid is ultimately selected.

The debtors are requesting that the Solicitation Period be
extended to May 14, 1999.  The debtors file a plan and a
proposed Disclosure Statement, have received an evaluated a
number of bids, and have conducted an auction for the sale
of their business.


CITYSCAPE FINANCIAL: Bar Date Set For March 22
----------------------------------------------
The Bankruptcy Court for the Southern District of New York
entered an order establishing March 22, 1999 as the last
day for filing proofs of claim against either one or both
of the debtors, Cityscape Financial Corp. and/or Cityscape
Corp.


CITYSCAPE FINANCIAL: Court Approves Loan Brokerage Deal
-------------------------------------------------------
The Bankruptcy Court for the Southern District of New York
entered an order approving and authorizing Cityscape Corp.,
debtor, to enter into a certain loan brokerage agreement
with Hanover Capital Partners, Ltd.


CITYSCAPE FINANCIAL: Seeks Approval To Retain KPMG
--------------------------------------------------
The debtors, Cityscape Financial Corp., and cityscape
Corp., seek authorization to retain and employ and
compensate KPMG LLP as independent public accountants to
perform certain limited work for the debtors.  The firm
will perform an audit of the debtor's consolidated
financial statements, assist with the pre-petition of the
10K to be filed with the SEC and render tax consulting
services with respect to the debtors' foreign, federal,
state and local income tax returns.  The debtors seek
authorization to pay the firm $123,630 for certain computer
consulting services rendered following the Petition Date.


CODED COMMUNICATIONS: Order Converts Case To Chapter 7
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
entered an order on the motion of the Liquidating Trustee
for Renaissance Capital Partners, II , Ltd. converting the
case of Coded Communications Corporation, et al., to a case
under Chapter 7 of the Bankruptcy Code.


CROWN BOOKS: Committee Taps Substitute Accountants
--------------------------------------------------
The Official Committee of Unsecured Creditors for the
debtors, Crown Books Corporation and its affiliates, apply
to the Court for an order approving the substitution of
J.H. Cohn LLP as substitute accountants and financial
advisors to the Committee.

Initially, the accounting firm of M.R. Weiser & Co. LLP was
appointed in this case. However, the entire professional
staff of the Business Investigation Services group of M.R.
Weiser are now associated with the accounting and
consulting firm of J.H. Cohn LLP.

J.H. Cohn LLP's customary hourly rates range from $340/hour
for a partner to $165 per hour for a senior accountant.


IRIDIUM LLC: Issues Statement Regarding Financing
-------------------------------------------------
On March 1, 1999, Iridium LLC issued the following press
release stating that the company is aggressively addressing
the challenges related to the initial rollout of service.
In doing so the company states, "we are committed to
working very closely with our lenders and will continue to
keep them informed of the company's ongoing progress.

At this point, Iridium has not engaged in any discussions
regarding the modification of the subscriber and revenue
targets contained in the company's $800 million Senior
Secured Credit Agreement. However, with current
projections showing that initial delays with Iridium's
global service rollout will likely cause the company to
fall short of the first quarter target numbers, we do
expect that we will be working with our banks to modify
these milestones going forward. This is not an indication
of how Iridium will fare in the months ahead, nor does it
affect the company's ability to meet its debt payment
obligations. We believe our banks will agree and will
continue to support the Iridium program.

It is important to note that the causes of the delays in
Iridium's subscriber ramp-up have not been associated with
the level of market demand for our product, which we
believe to be strong, but rather with distribution
problems such as shortages of phones, pagers and fully-
trained sales channels.

Iridium is encouraged by the progress in resolving these
distribution issues. The Iridium system is providing an
excellent level of service worldwide. Customers in the
industrial and government markets, who are presently
evaluating the service, are providing us highly positive
feedback and we believe they will be significant customers
of Iridium satellite phones and pagers. Both product
manufacturers, Motorola and Kyocera, are now shipping
subscriber equipment and are capable of meeting market
demand. And we expect that, as more service providers begin
actively selling Iridium products and services over the
next few weeks, Iridium's presence in the  market will
increase.

Iridium LLC became the world's first global satellite phone
and paging company on November 1, 1998. The network of 66-
low earth orbiting satellites, combined with terrestrial
cellular systems, enables subscribers to communicate
virtually anywhere in the world using one phone and pager,
one phone number, and receiving one monthly bill. Customers
access participating local cellular networks when
available, and the Iridium satellite network when outside
terrestrial cellular coverage. Iridium World
Communications, Ltd. (NASDAQ: IRID) is the public
investment vehicle of Iridium LLC.  Iridium is a registered
trademark and service mark of Iridium LLC (C) 1999."


LEVITZ FURNITURE: Gets Exclusivity Extension
--------------------------------------------
Levitz Furniture Inc. was granted court approval of three
key motions at a hearing Tuesday in the U.S. Bankruptcy
Court for the District of Delaware, including an
exclusivity extension and an extension of time under its
DIP financing agreement.  Judge Joseph J. Farnan granted a
90-day extension of the exclusive periods in which Levitz
can formulate a plan of reorganization and solicit plan
acceptances. The court order extends exclusivity to July 7.
The court also approved a motion to extend the furniture
retailer's DIP financing pact to June 7. The deal had been
scheduled to expire on March 5. The court also approved an
increase in the amount available under the loan. (The Daily
Bankruptcy Review and ABI c March 5, 1999)
    

MAIDENFORM: Seeks Court OK To Sell Jacksonville Property
--------------------------------------------------------
The debtors, Maidenform Worldwide, Inc., et al., seek court
approval to sell certain assets located at 11801 Central
Parkway, Jacksonville, Florida to Investment Property Group
Management Company, Inc., as purchaser, for a purchase
price of $3.1 million, subject to higher and better offers.

The property was formerly used by the debtors as a
distribution center, was closed pursuant to a settlement
agreement with the debtors' union employees when debtor
consolidated all of its domestic distribution operations at
the facility located in Fayetteville, North Carolina.  
While there were 15 initial interested parties in the
property, only two parties made offers after preliminary
diligence, and the first offer was later withdrawn.

After payment of costs, fees and expenses, the debtor will
pay the remaining net proceeds to repay an equivalent
amount of the amounts outstanding under the DIP loan.  The
debtor anticipates that upon such repayment, such funds
will immediately be available to be re-borrowed by the
debtor under the terms and conditions of the DIP Loan, thus
ensuring that the debtor has access to repaid amounts to
fund its ongoing working capital needs.


ONCOR INC: Shaya Elected Acting President and CEO
-------------------------------------------------
Oncor Inc. reports to the SEC on February 26, 1999 that
Joseph Shaya has been elected Acting President and Chief
Executive Officer of the company.


PARAGON TRADE: Equity Committee Objects To Settlement
-----------------------------------------------------
Paragon Trade Brands Inc.'s official committee of equity
security holders object to the settlement with Procter &
Gamble.

According to a report in The Wall Street Journal on March
4, 1999, the committee claims that Weyerhaeuser co. which
created Paragon in 1993 should pay some of the settlement
costs. The committee said that the settlement is just
slightly less than the $178.4 million judgment levied
against Paragon by a Delaware court, so even if the company
loses at appeal, it won't be much worse off.


PARAGON TRADE: Kimberly-Clark Objects To P&G Settlement
-------------------------------------------------------
Kimberly-Clark Corporation ("K-C")complains that Paragon
Trade Brand Inc.'s motion for an order authorizing and
approving the settlement with Procter & Gamble Company ("P
& G") seeks approval of a single settlement agreement but
makes it clear that the desired benefits to the estate will
only be achieved through settlements with both P&G and
Kimberly-Clark.

Kimberly Clark states that it makes no sense to burden the
estate by putting one piece of the settlement puzzle in
place without the assurance that the second piece will be
forthcoming.


PAYLESS CASHWAYS: Annual Meeting Set For April 21
-------------------------------------------------
Payless Cashways filed notice with the SEC that the Annual
Meeting of Stockholders of Payless Cashways,Inc. will be
held at the Kansas City Marriott Downtown, 200 West 12th
Street, Kansas City, Missouri, on Wednesday, April 21, 1999
at 10:00 a.m. to elect two Class II directors to a term of
three years each as set forth in the Proxy Statement.


PHP HEALTHCARE: Bar Dates Set - March 30
----------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
entered an order in the case PHP Healthcare Corporation
establishing March 30, 1999 as the general claims bar date.


PONDEROSA FIBRES: Taps Cleary, Gottlieb as Special Counsel
----------------------------------------------------------
The debtor, Ponderosa Fibres of Washington, LP is seeking
authorization to employ and retain Cleary, Gottlieb, Steen
& Hamilton as special counsel for the debtor.  In order to
effectively implement a plan of reorganization and
effectuate such a plan during the pendency of this Chapter
11 case, the debtor will require the assistance of
experienced outside corporate and tax counsel to assist in
negotiating with its bondholders and restructuring its bond
debt.  The firm has served as the debtor's corporate and
tax counsel since 1997 and is familiar with the debtor's
business.  The firm of Richards, Layton & Finger, PA is the
debtor's bankruptcy counsel in this case, and the debtor
assures the court that the firms will not duplicate their
services to the debtor.


RAND ENERGY: Court Approves Sale of Mississippi Assets
------------------------------------------------------
The debtor's sale of the Mississippi Assets to Rebel is
approved by the Bankruptcy Court of the Northern District
of Texas Dallas Division.  The terms of the transaction
include the payment of $9 million in cash, a 2% overriding
royalty interest in certain leases; a conveyance of certain
properties located in Texas, a release of Rebel's
administrative expense claim and Rebel's payment to the
debtor for liens on the Bazor #1 well.

By separate orders the Court approves the debtor's motion
to assume a certain Exploration Agreement and Operating
agreements with Rebel Drilling Company, LP.

The court also approves the bid procedures in connection
with the sale of the debtor's New Mexico and Texas oil and
gas properties to KUKUI.  Any offers to acquire the Sale
Assets from third parties must exceed KUKUI's purchase
price by $150,000.


SOLO SERVE: To Auction 20 Store Leases
--------------------------------------
On Thursday the U.S. bankruptcy court for the Western
District of Texas approved a request that Solo Serve Corp.
auction of 20 store leases, according to the San Antonio
Express-News. Judge Ronald B. King okayed the motion made
by the San-Antonio-based retailer, provided that bidders
"provide adequate assurance of future performance, or [a
bid] won't be approved," King said. "We're not going to
railroad any landlords." The off-price retailer, which
filed chapter 11 in January, specializes in selling a wide
range of apparel and accessories at discounted
prices.  The company had previously filed chapter 11 in
July 1994 and emerged from bankruptcy one year later.
(ABI 05-Mar-99)


STAMOR CORP: Paragon Capital to Help Fine's Regain Footing
----------------------------------------------------------
Paragon Capital announced that it will provide $3.5 million
of DIP financing to Stamor Corp. d/b/a Fine's (Fine's), a
66-year-old young men's casual apparel chain based in
Norfolk, Va.

Planning to return to it's diverse product mix and refocus
on its core stores during the next 18 months, Fine's has
sought out one of the retail industry's new sources of
working capital. For Fine's, merchandising has been the
issue, explained President & CEO Mitchell Fine. In recent
years, its stores became too trendy, too focused on brands
and too high-priced. This narrowed its customer base,
leading to decreased market share.

Fine's has been operated by the same family since it was
founded in 1933. With 36 stores in seven mid-Atlantic
states, the company offers casual apparel for  
young men ages 18 to 35. Experiencing poor back-to-school
and holiday seasons in 1998, the company elected to close
seven stores last December-six in North Carolina and one in
Virginia. It filed for Chapter 11 protection on
February 4, 1999.  Paragon Capital is a partnership between
The Ozer Group LLC of Needham, Mass., and Foothill Capital
Corporation of Los Angeles.  


TAPISTRON: Hardeman Confirmed As President
------------------------------------------
Tapistron International, Inc. announced the sudden and
unexpected death of President J. Darwin Poe.  Mr.
Poe had served as President and Chief Executive Officer of
Tapistron since July 1995, when he was brought in to turn
the Company around. Poe successfully led the Company
through its Chapter 11 reorganization, and its
recapitalization, while at the same time improving product
service and revitalizing the Company's marketing effort.

A special Board meeting was called Tuesday, March 2, 1999,
and the election of Mr. Rodney C. Hardeman as President of
Tapistron was confirmed. Mr. Hardeman has over twenty-five
years of sales and marketing experience within the
carpet industry, and has served as a Director of the
Company since January 1998, and Executive Vice President of
Sales and Marketing at Tapistron since August 1998.

The Board of Directors' meeting will be held March 18,
1999, at which time a new director for the board will be
proposed for election to fulfill the vacancy created by Mr.
Poe's untimely death.


THE PHARMACY FUND: Bar Date Set For April 1
-------------------------------------------
By order of the Bankruptcy Court of the Southern District
of New York, all persons and entities that assert a claim
against The Pharmacy Fund, Inc. or Pharmacy Fund
Receivables, Inc. which arose prior to September 9, 1999
must file a written proof of such claim by April 1, 1999.

A meeting of creditors is scheduled for April 14, 1999 at
1:00 PM at the Office of the United States Trustee, 80
Broad Street, 2nd Floor, New York, New York 10004.


TELEGROUP: Emergency Order For Use of Cash Collateral
-----------------------------------------------------
The debtor, Telegroup, Inc. was authorized by the court to
use the Secured Creditor's cash collateral up to the sum of
$8 million through the conclusion of the preliminary
hearing.

Foothill Capital Corporation asserts a secured claim
against the debtor as of the Petition Date in the principal
amount of $25,000,000.

A preliminary hearing will be held on March 9, 1999.


THE J. PETERMAN: Goes To Auction Today
--------------------------------------
Lexington, Ky.-based J. Peterman company goes on the
auction block this morning, according to a newswire report.
The company filed chapter 11 on Jan. 25, 1999.

A group with American Eagle Outfitters has already offered
to buy the bankrupt company. (ABI 05-Mar-99)


UNITED COMPANIES: Court Approves Commitments From Greenwich
-----------------------------------------------------------
United Companies Financial Corporation (NYSE: UC) announced
that it has received approval from the U.S.
Bankruptcy Court of its previously announced financing
commitments from Greenwich Capital Financial Products, Inc.
and The CIT Group/Business Credit, Inc.

Under the terms of the agreements, the Company has
available an interim aggregate of $225 million in debtor-
in-possession financing which will provide working capital
while the Company seeks to reorganize to operate in a
whole loan sale environment. Greenwich Capital and The CIT
Group will provide an interim secured warehouse facility of
$150 million and Greenwich Capital has committed to an
interim revolving flow-through purchase commitment
of $75  million. The financing commitments will go up to
$300 million under the warehouse facility and $200 million
under the purchase facility upon satisfaction of certain
conditions and final approval of the bankruptcy
court at a hearing presently scheduled for March 18, 1999.

United Companies Financial Corporation is a specialty
finance company that provides consumer loan products
nationwide through its lending subsidiary, UC Lending(R).


VOICE IT WORLDWIDE: Bar Date For Filing Proofs of Claim
-------------------------------------------------------
The United States Bankruptcy Court for the District of
Colorado entered an order dated February 22, 1999 requiring
that proofs of claim in the debtor's Chapter 11 case be
filed with the court on or before March 29, 1999.


BOND PRICING FOR WEEK OF MARCH 1, 1999
From DLS CAPITAL PARTNERS, INC
--------------------------------------
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                       11 - 13 (f)
Amer Pad & Paper 13 '05                     59 - 61
Amresco 9 7/8 '05                           75 - 78
Atel 0/14 1/2 '04                           13 - 15
Asia Pulp & Paper 11 3/4 '05                62 - 64
Boston Chicken 7 3/4 '05                     5 - 6 (f)
Brunos 10 1/2 '05                           13 - 15 (f)
Cityscape 12 3/4 '04                        12 - 14 (f)
E & S Holdings 10 3/8 '06                   36 - 38
Globalstar 11 1/4 '04                       66 - 69
Geneva Steel 11 1/8 '01                     19 - 22 (f)
Hechinger 9.45 '12                          27 - 35
Hills 12 1/2 '02                            95 - 96
Loewen 7.20 '03                             58 - 60
Mobilemedia 9 3/8 '07                       13 - 16 (f)
Penn Traffic 8 5/8 '03                      44 - 46 (f)
Planet Hollywood 12 '05                     22 - 25
Royal Oak 12 3/4 '06                        18 - 25 (f)
Samsonite 10 3/4 '08                        75 - 77
Service Merchandise 9 '04                   23 - 24 (f)
Sunbeam 0 '18                               11 - 12
Trism 10 3/4 '00                            48 - 50
Trump Castle 11 3/4 '05                     74 - 76
Zenith 6 1/4 '11                            28 - 30 (f)



                   *********

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

Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.


S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
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