TCR_Public/990408.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     Thursday, April 8, 1999, Vol. 3, No. 68


BOYDS WHEELS: Completes Chapter 11 Case
BRADLEES: Reports $6.8 Million Increase
BMJ MEDICAL MANAGEMENT: Extension of Exclusivity
BOSTON CHICKEN: Seeks To Reject Six Leases
BOSTON CHICKEN: Seek Authority To Sell Personal Property

CLARK BAR: Plans To Close By June; May Be Sold At Auction
COVENTRY HEALTH CARE: Files Registration Statement
DENBURY RESOURCES: Annual Meeting of Shareholders
DP PRODUCTIONS: Video Production Firm Files Chapter 11
EAGLE PICHER: Files Quarterly Report With SEC

JUMBOSPORTS: Seeks Extension of Exclusivity
MUSICLAND: Annual Meeting of Shareholders
NIAGRA MOHAWK: Sale of Oswego Steam Station

ONEITA INDUSTRIES: Order Extends Exclusivity
PENNCORP FINANCIAL: Subsidiary Stock Sale
PHOENIX INFORMATION: Plan Confirmed; Stock Trading Ends
SERVICE MERCHANDISE: Meade Instruments Comments on Case

SPECTRUM INFO: Offers New Web Site
USN COMMUNICATIONS: CoreComm Receives Court OK For Purchase
WIRELESS ONE: Seeks Approval of Stipulation of Compromise
WIRELESS ONE: To Issue $128.4 Million In Shares Under Plan
WORLDWIDE DIRECT: Time To Assume/Reject Leases Extended

BOYDS WHEELS: Completes Chapter 11 Case
Boyds Wheels Inc. completed its chapter 11 case last week
when an 80 percent stake in the company was transferred to
Arizona-based Automotive Performance Group (APG), The Los
Angeles Times reported. Boyds filed chapter 11 in January
1998, and its plan was approved this past January. APG will
invest $2 million into reviving Boyds and pay about
$950,000 in administrative claims relating to the
bankruptcy case. APG will move its offices and some
administrative employees from Tempe, Ariz. this summer to
Orange County, but a new headquarters site has not been

BRADLEES: Reports $6.8 Million Increase
The Patriot Ledger, Quincy MA reports on April 1, 1999 that
just two months after emerging from bankruptcy, Bradlees
Inc. reported earnings of $32.4 million for fiscal 1998, a
$6.8 million increase over fiscal 1997.

The Braintree-based company reported net income, earnings
before property gains or losses, interest, taxes,
depreciation and amortization, for fiscal 1998 of $285.9
million compared with a net loss of $22.6 million for the  
previous year. Fiscal 1998 net income included a one-time
net gain of $311.3 million associated with the firm's
emergence from Chapter 11.

Total sales for fiscal 1998 totaled $1.4 billion, about the
same as the prior year. Fourth-quarter sales were $444.19
million, down from $461.8 million during the same period
one year ago.

Neil Moses, chief financial officer, credits Peter Thorner,
Bradlee's chairman and chief executive officer, for the
rebound. He said Thorner lowered prices, made sales of
fashion apparel and decorative home furnishings a  
priority and reintroduced the lay-away plan, a departure
from previous management.

BMJ MEDICAL MANAGEMENT: Extension of Exclusivity
BMJ Medical Management, Inc. et al., debtors, seek to
extend the exclusive periods to propose a plan of
reorganization and solicit acceptances thereof.  The debtor
seeks an extension through and including October 12, 1999
for the plan proposal period and through and including
December 13, 1999 for the solicitation period.

The debtors claim that given the unnecessary and
extraordinary drain on their resources caused by the
intentional violations of the automatic stay, the debtors'
efforts to date in pursuing and actually achieving progress
in their reorganization is, alone, cause to grant the
requested extension.  With the complexities of confirmation
and the financial and operational complexities of 34
different Medical Groups, there can be no doubt that the
debtors require additional time to negotiate an acceptable

A hearing on the motion will take place on April 23, 1999.

BOSTON CHICKEN: Seeks To Reject Six Leases
The Debtors seek to reject six leases of non-residential
real property.  The Debtors have closed the restaurants
formerly operated on the leased property and as a
consequence no longer use the real property
controlled under the leases for business purposes.  The
Debtors have determined that the leases have terms that are
burdensome and too expensive for the Debtors.  

The Debtors seek to reject leases at the following

Massepequa, NY, Cape Coral, Fla., Sylvania, OH,               
Chatham, NJ, Bountiful, UT, San Francisco, Calif. and   
Dover, NH.
(Boston Chicken Bankruptcy News- Issue 9- Bankruptcy
Creditors' Service Inc. Phone 609-392-0900 FAX 609-392-0040
April 6, 1999)

BOSTON CHICKEN: Seek Authority To Sell Personal Property
The Debtors seek authority to sell personal property
outside the ordinary course of business and approval of a
settlement agreement between the Debtors and Fleet Business
Credit Corporation.

The Debtors owned nine parcels of real property in
California, which were sites of Boston Market restaurants;
The nine restaurant leases have all been rejected by the
Debtors.  The premises secure obligations of the
Debtors to Fleet, estimated to be in excess of $7,300,000.

The Debtors in accordance with the Court's Order
authorizing the sale of property outside the ordinary
course of business free and clear of liens as the result of
store closings, sold and assigned to A.R. Pagan & Company
all of their right, title and interest in substantially all
the personal property located at these nine store locations

The Debtors have now negotiated a settlement with Fleet
which, among other things provides for the transfer to
Fleet, by deeds in lieu of foreclosure, of the premises.  
The Debtors are also to transfer to Fleet, free and clear
of liens, all property remaining at the premises.  In
return, Fleet will release the Debtors of all obligations.

The nine stores are located in the following cities:
Bakersfield, Poway, Mission Viejo, Oceanside                
Riverside,  Victorville, Palmdale, Lompoc. (Boston Chicken
Bankruptcy News- Issue 9- Bankruptcy Creditors' Service
Inc. Phone 609-392-0900 FAX 609-392-0040
April 6, 1999)

CLARK BAR: Plans To Close By June; May Be Sold At Auction
The Pittsburgh Post-Gazette reports on April 7, 1999 that  
Clark Bar America, the entered bankruptcy court
protection for a second time a month ago, and  could be
sold at public auction in May and close its O' Hara factory
by June. The fate of the plant and its 160 employees
depends on the winning bidder, said Clark spokeswoman Diana

Company officials have been preparing for the possibility
that a new owner might want to close the O' Hara operation,
either to set up shop elsewhere in Pittsburgh or take the
Clark name out of the state. Clark has notified the state
Department of Labor & Industry that it will close the plant
on June 1. In a letter accompanying the plant-closing
notice, Archie Strimel, the company's chief executive
officer, called the shutdown permanent and said it would
affect 160 employees, including union factory workers and

Scally said the notification does not preclude a new owner
from continuing operations. But Clark can't afford to keep
operating it much longer, she said. "Just from a cash flow
situation, we could never go on with the situation."

Since the company filed for Chapter 11 bankruptcy
protection and announced it would seek buyers, Scally said,
between 20 and 30 potential buyers have  requested
information. Inquiries have come from other candymakers,
food  companies interested in getting into the candy
business and individual investors.

About eight to 10 of those seem serious about bidding on
the assets of the company, which owns the rights to make
Clark Bars and Yoo-Hoo Bars.

The company still owes the county money on the $1.4 million
loan granted when Clister first bought Clark. During times
of duress such as last summer's violent storms, Clark has
been allowed to skip payments.

Last March, the Redevelopment Authority of Allegheny County
approved an $850,000 loan to help Clark build a new $2.7
million plant. The company wasn't able to come up with
matching funds necessary to claim the funds. In addition,
the redevelopment authority last year released its security  
interest in the trademark for the Bun Bar, which Clark then
sold to a Minnesota firm for $400,000.

COVENTRY HEALTH CARE: Files Registration Statement
Coventry Health Care Inc. filed a Registration statement
with the SEC relating to 20,355 shares of common stock
under the 1998 Performance Incentive Plan of Coventry
Health Care, Inc.

Coventry's common stock is traded on The Nasdaq Stock
Market under the symbol "CVTY." On April 1, 1999, the last
reported sale price of the common stock on The Nasdaq Stock
Market was $8.00 per share.
A full-text copy of the filing is available via the
Internet at:

DENBURY RESOURCES: Annual Meeting of Shareholders
Denbury Resources Inc. will be held at the Denbury
offices located at 5100 Tennyson Parkway, Suite 3000,
Plano, Texas on Wednesday, the 19th day of May,  1999 at
3:00 o'clock in the  afternoon for the following purposes:

1. To receive and consider the consolidated financial  
statements of Denbury, together with the auditors' report  
thereon, for the year ended December 31, 1998;

2. To elect directors;

3. To appoint auditors and to authorize the directors to
fix their remuneration as such.

DP PRODUCTIONS: Video Production Firm Files Chapter 11
D.P. Productions Inc., better known as StudioMagic
Productions, filed for chapter 11 protection late last
month in Riverside, Calif., according to The Business
Press. The Temecula, Calif., video production company plans
to reorganize and is working on a plan to pay creditors.
Founder and President Brian Padberg sees three options for
the company: sell part of it to investors, sell the entire
company or arrange long-term loans. He prefers to go the
loan route and expects to be successful in getting
financing because the company's asset base is $750,000,
while liabilities are only $150,000. He also said the
company can use its hardware and equipment for collateral,
and that he hopes to have everything resolved by April 30.
StudioMagic filed for protection because of cash flow
shortage problems.

EAGLE PICHER: Files Quarterly Report With SEC
EAGLE-PICHER HOLDINGS, INC. filed a quarterly report with
the SEC for the quarter ended February 28, 1999.

Net Sales. The Company's net sales were $194.4 million for
the first quarter ended February 28, 1999, a decrease of
$11.4 million or 5.5% from the comparable period of 1998.
Included in the results of the first quarter of 1998
are sales of the Trim Division, which, if excluded, would
result in a decrease in the Company's quarterly net sales
of approximately 2.2%.     

for the fiscal year ended January 2, 1999.  Net sales
increased $1.6 million from $528.0 million for 1997 to
$529.6 million for 1998.

The increase in sales is attributable to four stores which
were acquired during 1997 and were first included for a
full year in 1998 (one in August and three
in October), partially offset by a 1.0% decline in
comparable store sales and the closing of one store during

The company reports a net loss of $10.5 million for the
year ending January 2, 1999 compared to a net loss of $10.6
million for the corresponding period in 1997.

JUMBOSPORTS: Seeks Extension of Exclusivity
The debtors, JumboSports Inc. seek an extension of the
exclusive time that the debtors have to procure acceptance
of a plan of reorganization.  The debtors request an
extension of the exclusive right to file a plan through and
including June 1, 1999, provided that the debtors file a
plan within that time, an extension of the debtors'
exclusivity period through July 31, 1999.

The debtors say that in addition to the size of these cases
and the potential management change, a number of other
factors currently impair the debtors' ability to file a
plan of reorganization by April 26, 1999.  For example the
debtors are currently negotiating with various secured
creditors and equipment lessors regarding restructuring of
their obligations and valuation of their collateral.  
JumboSports Inc., has been sued by mortgage holders.  This
proceeding requests a determination that those properties
are not property of the estate, an issue that may impact
the terms of plan. JumboSports Inc. is also in the process
of concluding its GOB sales on 17 stores.  Marketing of
real estate at these closed stores is ongoing, and it is
likely that the debtors will receive purchase offers that
may impact a plan.  Also, an extension beyond the April 29
claims date will give the debtors an opportunity to
evaluate all timely-filed claims prior to filing a plan.

MUSICLAND: Annual Meeting of Shareholders
Musicland Stores Corporation announces its 1999 Annual
Meeting of Shareholders.

The meeting will be held at 11:00 a.m. on Monday, May 10,
1999 at Company Headquarters 10400 Yellow Circle Drive
Minnetonka, Minnesota.

The purposes of the meeting are:

(1)  To elect three Class I directors to the Board of
Directors to serve for three-year terms.

(2)  To approve the Alternate Incentive Plan for Designated
Senior Officers.

(3)  To approve Arthur Andersen LLP as independent
auditors for the 1999 fiscal year.

NIAGRA MOHAWK: Sale of Oswego Steam Station
Niagara Mohawk Power Corp. announced an agreement to
sell the Oswego Steam Station electric generating plant to
NRG Energy, Inc. Niagara Mohawk will receive $80 million
for its 88 percent share of the 1,700-megawatt station.  An
agreement by co-owner Rochester Gas and Electric to
sell its share of the plant is subject to approval by the
company's board of directors.

The successful sale of the Oswego plant will bring the
total proceeds of Niagara Mohawk's fossil and hydroelectric
divestiture to $860 million.

"We are extremely pleased with the results of our
divestiture process," said William E. Davis, Niagara
Mohawk's chief executive officer.  "We are now in a
good position to implement our shareholder value strategy
of retiring capital.  Niagara Mohawk plans to use the $860
million from the asset sales and our continued strong cash
flow from operations to retire more than $1 billion in
debt this year."

The agreement to sell the Oswego station is the latest
successful step in Niagara Mohawk's POWERCHOICE
restructuring plan.  In December, the company
announced agreements to sell its Huntley and Dunkirk coal
plants to NRG for $355 million and its 72 hydroelectric
generating plants to an affiliate of Orion Power Holdings
Inc. for $425 million.  Niagara Mohawk continues to pursue
the sale of the remaining major components of the company's
fossil and hydroelectric generating portfolio -- the Albany
Steam Station, a 400-megawatt oil/gas facility; and a 300-
megawatt stake in the Roseton Station, an oil/gas
facility located in Newburgh.  As previously announced, the
company also continues to pursue the sale of its nuclear

"Niagara Mohawk is taking a deliberate and thorough
approach to the auction of its generating assets and is
achieving strong results," Davis said.  "We will
use the same approach for the sale of the Albany Steam
Station and our share of the Roseton Station, which we hope
to announce later this year."

The Oswego Station, located on south shore of Lake Ontario
in the city of Oswego, consists of two 850-megawatt
operating units.  RG&E is a 24 percent owner of one unit.  
The Oswego station primarily serves as reserve capacity for
use during high-demand or low-supply periods.  It operated
at approximately 5 percent capacity in 1998.

NRG Energy, a wholly owned subsidiary of Northern States
Power Company (NYSE:NSP), is a leading independent power
producer specializing in the development, construction,
operation, maintenance and ownership of power plants.  NRG
is headquartered in Minneapolis.

Under a transition power contract in place through June
2003, Niagara Mohawk will purchase electricity from NRG at
negotiated prices.  The sale is subject to approval by the
New York Public Service Commission and various federal
agencies.  Niagara Mohawk expects to complete the
transaction later this year.

Investment bankers Merrill Lynch & Co. and Donaldson,
Lufkin & Jenrette Securities are serving as Niagara
Mohawk's financial advisors for the generation asset sale.

ONEITA INDUSTRIES: Order Extends Exclusivity
By court order entered on march 26, 1999, the debtor's
exclusive period in which to file a plan of reorganization
and solicit acceptances thereof is extended through and
including May 19, 1999.  The order also provides that
notwithstanding the extension, the Lenders, as a group, may
file a plan of reorganization with respect to the debtor,
sol long as such plan is supported by a majority of the
Lenders who hold at least 2/3 in dollar amount of the
Lenders' aggregate claims.

PENNCORP FINANCIAL: Subsidiary Stock Sale
On March 31, 1999, PennCorp Financial Group, Inc.'s
subsidiary, Pacific Life and Accident Insurance Company
("PLAC"), consummated the sale of all of the outstanding
shares of common stock of Professional Insurance Company
("Professional") to GE Financial Assurance Holdings, Inc.
("GEFAH") pursuant to that certain Stock Purchase Agreement
dated as of December 31, 1998, between GEFAH and PLAC for a
net purchase price (after required capital contributions,
the payment of transaction fees and expenses, the
settlement of intercompany balances and the
payment of certain amounts as required by the Stock
Purchase Agreement), as subject to adjustment as provided
therein, of approximately $40.5 million in cash.

$40 million of such purchase price was paid on April 1,
1999 to the lenders under the Company's Amended
Credit Agreement to reduce the amount of indebtedness
outstanding thereunder.

Effective as of March 31, 1999, the Credit Agreement dated
as of March 12, 1997, as previously amended, among the
Company, the lenders signatory thereto, the Managing Agents
and the Co-Agents named therein and The Bank of New
York, as administrative agent, was further amended to,
among other things, (i) accelerate the maturity date of the
loans, (ii) increase pricing applicable to the loans,
(iii) provide for mandatory prepayments and commitment
reductions, (iv) restrict the use of proceeds of the loans,
(v) add covenants with respect to the Company
and its subsidiaries including, without limitation,
covenants with respect to cash management and use of cash
proceeds held by the agent in a cash collateral
account and (vi) adds certain additional "events of

PHOENIX INFORMATION: Plan Confirmed; Stock Trading Ends
Phoenix Information Systems Corp. reports to the SEC that
the company was a publicly traded holding company
incorporated in Delaware. Phoenix owned a 70%
interest in a joint venture with China Southern Airlines,
named Hainan-Phoenix Information Systems Ltd. Phoenix had
not generated any significant revenues, earnings or history
of operations from inception through November 30, 1997.
Consequently, Phoenix's continued existence depended
primarily upon its ability to raise capital.

On December 3, 1997, Phoenix announced that after an
extensive and unsuccessful search for additional financing
it had determined to seek protection under Chapter 11 of
the United States Bankruptcy Code. Phoenix also announced
that, subject to court approval, it had arranged for
debtor-in-possession financing and a sale of substantially
all its assets for $20 million to S-C Phoenix Partners, a
major shareholder.

On February 5, 1998, the Court approved the Asset Purchase
Agreement with S-C Phoenix Partners, whereby Phoenix was
authorized to sell substantially all of its assets. Phoenix
and its subsidiaries permanently suspended all operations
during February, and the sale of assets was finalized on
February 25, 1998.

On July 31, 1998, Phoenix filed an amended Joint Plan of
Reorganization under Chapter 11 of the United States
Bankruptcy Code. The Plan was confirmed by the Court on
November 2, 1998. The confirmation authorized Phoenix
to take such steps as may be necessary and appropriate, in
its reasonable judgment, to halt trading in Phoenix equity
interest. Phoenix notified NASDAQ of the Court's ruling on
November 5, 1998, and the trading of Phoenix common stock
was terminated.

A group of the Pittsburgh Penguins creditors have filed a
notice that they are appealing a judge's ruling that the
team cannot move out of the Civic Arena.

The issue for these creditors, however, is not whether the
team can move but what rights the team's creditors have in
the bankruptcy proceedings, said Joel  Walker, attorney for
the committee of unsecured creditors, which filed its  
appeal Monday.

Walker said the committee's appeal of the ruling by U.S.
Bankruptcy Judge Bernard Markovitz will focus on that
narrow issue.

The team and one of its owners, Roger Marino, filed their
appeal on Friday. In that appeal, they are seeking to
overturn the judge's permanent injunction on the team's
moving out of the Civic Arena.

One group of creditors that has not filed an appeal of the
judge's injunction on the team is the committee of secured
creditors, which consists of the banks and insurance
companies from which the team borrowed money.

Joseph McDonough, the attorney for the secured creditors
committee, said the lenders did not have to file an appeal
because the team was planning to appeal the judge's order.

SERVICE MERCHANDISE: Meade Instruments Comments on Case
Meade Instruments Corp. (Nasdaq/NM:MEAD) Wednesday
commented on the recent bankruptcy filing of one of the
company's largest customers, Service Merchandise Co.

John C. Diebel, chairman and chief executive officer of
Meade Instruments, noted that in the company's latest
fiscal year ended Feb. 28, 1999, Service Merchandise
accounted for slightly less than 10 percent of the
company's total sales, compared with approximately 14
percent in the prior year.

"It is always a concern when an important customer files
for bankruptcy," said Diebel, "and we are closely
monitoring the reorganization efforts of Service
Merchandise. While we are of course disappointed with the
turn of events at Service Merchandise, we remain optimistic
that fiscal 2000 will be another record year for Meade

"We are especially encouraged by the fact that our new
digital technology -- incorporated in the recently
introduced ETX-90EC with the hand-held Autostar computer
controller -- has been enthusiastically received and is
being applied to our entire family of less-expensive
refracting telescopes.

"These DS ("digital series") telescopes will soon be on
sale at many of the company's major retailers, including
Wal-Mart and The Nature Company. Given the remarkable
ability of the Autostar system to both educate and
entertain," continued Diebel, "we anticipate that the
entry-level DS refractors will measurably expand the entire
market for less-expensive telescopes."

Despite fourth-quarter charges of approximately $ 700,000
related to the Service Merchandise bankruptcy, concluded
Diebel, Meade will report a profit in the fourth quarter of
fiscal 1999. The company expects to report fourth-quarter
and fiscal year-end financial results on Thursday, April
22, 1999.

Meade Instruments is the leading designer and manufacturer
of telescopes and accessories for the
beginning to serious amateur astronomer. Meade also offers
a complete line of binoculars for
everyone from the casual observer to the serious sporting
or birding observer. The company
distributes its products worldwide through a network of
specialty retailers, mass merchandisers and
foreign distributors.

SPECTRUM INFO: Offers New Web Site
Spectrum Information Technologies, Inc. doing business as  (OTC BB: SITI) reported that it had
entered into a business development agreement for a new
food/lifestyle web site, primarily directed at working
women, "",  currently in its launch
(testing) phase.  The agreement provides for a four month
testing period after which SITI may elect to exercise its
option, and acquire  as a wholly owned  
subsidiary.  The ultimate merger will result in 500,000
shares of SITI being issued to the two owners of  (raising  SITI's capitalization  to nearly
10 million shares) and continued  financing by SITI of
the business. will provide complete menus, recipes and
shopping lists from expert recipe creators and cooks.  

If SITI's acquisition option is exercised after the test
phase, shares resulting from the merger will be released to
Langhan and Moore as they reach operating goals.  Langhan
will be CEO and President, and Moore will be COO and
Executive Vice President of the new  
subsidiary of SITI.  Other conditions, which protect the
respective parties at various stages of the site's
development, are included in the agreement.

USN COMMUNICATIONS: CoreComm Receives Court OK For Purchase
CoreComm Ltd. [COMMF] received approval from a U.S.
Bankruptcy Court judge to purchase most of the wireline
assets of USN Communications [USNC], a Chicago-based  
competitive local exchange carrier (CLEC).  A year ago, USN
was one of the success stories of the CLEC industry.
However, its resale strategy provided thin profit margins,
forcing the company to seek Chapter 11 protection Feb. 18.  
CoreComm, a Bermuda-based long-distance reseller, agreed
to pay $41.2 million  in cash and stock.  USN's wireless
business will be sold to Unified Signal Corp. for $20
million. (Communications Today -04/06/99 -Phillips
Publishing, Inc.)

WIRELESS ONE: Seeks Approval of Stipulation of Compromise
Wireless One, Inc., debtor, seeks entry of a court order
approving the settlement of all claims of BT Alex.Brown,
Inc. for $500,000 in cash and 50,000 shares of stock of the
Reorganized Debtor, plus expenses.

BT Alex.Brown asserts an entitlement to fees in the
aggregate amount of $3.371 million, as reduced by $900,000
paid by the debtor.  BT Alex.Brown agrees to accept in full
satisfaction of its claim under the Engagement Letter,
$500,000 and .5% of the initial reorganized equity of the
reorganized debtor, plus reasonable out-of-pocket expenses,
to be distributed on the Effective Date of the plan.  In
addition, the firm will cooperate with the debtor and its
professionals in aid of confirmation of the plan.

WIRELESS ONE: To Issue $128.4 Million In Shares Under Plan
Estimated recoveries under Wireless One Inc.'s
reorganization plan assume that about 10 million new common
shares with a total value of roughly $128.4 million and new
warrants to purchase 1,235,000 new shares with an
approximate value of $5.3 million will be issued under the
plan. As reported, financial advisor BT Alex. Brown Inc.
has estimated that the reorganized company's enterprise
value would be approximately $160 million.
(The Daily Bankruptcy Review and ABI Copyright c April 7,

WORLDWIDE DIRECT: Time To Assume/Reject Leases Extended
The U.S. Bankruptcy Court for the District of Delaware
entered an order extending the debtors' (Worldwide Direct,
Inc., et al.) time to elect to assume or reject the
debtors' unexpired leases of nonresidential real property
until June 17, 1999.


The Meetings, Conferences and Seminars column appears in
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Bond pricing, appearing in each Friday edition of the TCR,
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Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
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