TCR_Public/990413.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, April 13, 1999, Vol. 3, No. 71


ACME METALS: Committee Taps Wolf, Block, Schorr
AMPACE CORP: Objects To Adequate Protection For Mercedes
BISCAYNE APPAREL: Seeks OK To Execute Employment Agreements
BMJ MEDICAL: Seaview Seeks Rejection of Agreements
CAMPO ELECTRONICS: Trustee To Hire Accountant

COMMERCIAL FINANCIAL: Requests Order To Retain Law Firm
EDISON BROTHERS: Committee Applies To Retain Counsel
FAMILY CO: National and Gibson's To Close Doors
FORCENERGY: Court Authorizes Employ of Andrews & Kurth

HEALTH-CHEM: Announces Sale To Avoid Bankruptcy
KOKUMIN BANK: Reported Insolvent
LOT$OFF: Announces Involuntary Petition
MEDMAX: Never Gets Off Ground

MEDPARTNERS: Settlement Agreement On Table
MOBILEMEDIA: Court Confirms Reorganization Plan
MOBILEMEDIA: TSR Wireless Withdraws Proposal
PARAGON TRADE: Announces 4th Quarter and Year-End Results
PCG CORP: Hearing on Confirmation of Plan

PERK DEVELOPMENT: Order For Hearing On Disclosure Statement
PRECISION AUTO CARE: Special Meeting of Shareholders
PRIMARY HEALTH: Commencement of Cases
SERVICE MERCHANDISE: The Losers are Executives and Lessors
SYSTEMSOFT CORP: Applies To Retain KPMG Peat Marwick

THORN APPLE: Seeks To Extend Time To Assume/Reject Leases
WIRELESS ONE: Seeks To Extend Time To Assume/Reject Leases

Meetings, Conferences and Seminars


ACME METALS: Committee Taps Wolf, Block, Schorr
The Official Committee of Unsecured Creditors of Alpha Tube
Corporation filed an application to retain Wolf, Block,
Schorr and Solis-Cohen LLP as attorneys to the Committee.  
A hearing on the motion is scheduled for April 23, 1999.

The Office of the United States Trustee appointed the
following members to the Committee:

AK Steel Corporation
Kerry steel, Inc.
Rouge Steel Company
Alliance Steel, Inc.
United Materials Co.
Marubeni America Corp
Pittsburgh Logistics Systems, Inc.

Wolf Block has agreed to assist the Alpha Creditors
Committee in its consultation with Alpha Tube relative to
the administration of these cases, and among other
responsibilities, to assist in the examination of the
debtors' affairs, to assist in the negotiation of any plan
of reorganization; to assist in the review, analysis and
negotiation of any financing agreements.  The attorneys
designated to represent the Alpha Creditors Committee
charge between $180 per hour and $330 per hour.

AMPACE CORP: Objects To Adequate Protection For Mercedes
The debtors, Ampace Corporation and Ampace Freightlines,
Inc. object to the motion of Mercedes-Benz Credit
corporation for an order compelling the debtors to provide
adequate protection.

On March 2, 1999, Mercedes-Benz Credit Corporation ("MBCC")
filed a motion stating that no payments had been made by
the debtors for the use of 48 freightline tractors.  On
March 22, 1999,MBCC asserted that the payoff due for the
tractors was $2,448,850, but that the value of the tractors
is  approximately $3.275 million.  Therefor the debtors
state that MBCC has an equity cushion in excess of

The debtors state that MBCC is not entitled to adequate
protection payments because it has failed to demonstrate
that the tractors have declined in value since the Petition
date or will decline in value over the next several months.  
The debtors also allege that the tractors are adequately
insured, and are properly maintained.  The debtors state
that even if MBCC quantifies the amount by which the value
of the tractors will decline, the equity cushion will
protect MBCC. Further, the debtors claim that they have
offered to make adequate protection payments to MBCC of
$14,400 per month until the debtors either sell or
surrender the tractors or confirm plans of reorganization
providing for different treatment of the tractors.

BISCAYNE APPAREL: Seeks OK To Execute Employment Agreements
Biscayne Apparel Inc. and its wholly owned subsidiary M&L
International, Inc. seek authority to execute employment
agreements with Peter Vandenberg, Jr., BAI's President, COO
and CFO and Vice President of M&L, Stephen W. Piekarz, Vice
President of Mackintosh and proposed Controller of BAI and
M&L; and Sarah Murphy, assistant controller for Mackintosh
and proposed assistant controller for BAI and M&L.

The debtors state that the services of the three employees
are required to assist the debtors in maximizing the value
of their assets and emerging from chapter 11.

The debtors also claim that the agreement with Vandenberg
will cost the company approximately $285,000 and will save
the estates approximately $750,000. Both Piekarz and Murphy
will be entitled to severance benefits of $75,000 and $13,
750 respectively.

BMJ MEDICAL: Seaview Seeks Rejection of Agreements
Seaview Othopaedic and Medical Associates seeks to compel
rejection of a Management Services Agreement with the
debtor, BMJ Medical Management, Inc. Lighthouse Orthopaedic
associates, Inc. and Orthopaedic Surgery Associates, Inc.
have already filed a motion to compel rejection of the
agreement and a hearing date is set for April 21, 1999.

As part of the consideration afforded to Seaview and its
principals to enter into the Management services Agreement
with a forty year term, the debtor executed a Convertible
Promissory Note in the face amount of $1.028 million.  The
debtor did not make the initial payment under the note, due
April 1, 1999.  The filing of BMJ's bankruptcy entitled
Seaview to terminate the agreement.  Seaview states that it
is in the untenable position of not having received all
that it bargained for in entering into a business
relationship with the debtor, yet Seaview is expected to
fully comply with the terms of the agreement including the
payment of a monthly management fee to the debtor.

CAMPO ELECTRONICS: Trustee To Hire Accountant
The U.S. Bankruptcy Court for the Eastern District of
Louisiana entered an order on March 30, 1999 authorizing
the Trustee, Wilbur R. "Bill" Babin, of the debtor, Campo
Electronics, Appliances, and Computers, Inc. to retain the
firm of PricewaterhouseCoopers LLP.

The Trustee is authorized to employ the firm to act as its
accountant as of the commencement of this Chapter 7 case,
and the Trustee is authorized to advance $10,000 to the
firm for its initial expenses.

COMMERCIAL FINANCIAL: Requests Order To Retain Law Firm
Commercial Financial Services, Inc., and CF/SPC NGU, Inc.,
seek a court order authorizing the use of estate funds for
retention of the law firm of Norman Wohlgemuth Chandler &
Dowdell as special counsel to represent certain CFS
employees in connection with certain governmental
investigations.  The debtors claim that these employees
should not be required to participate in the Governmental
Authorities' investigations without the benefit of counsel,
and they should not be burdened with the expense of the
counsel.  The legal fees to the special counsel are capped
at $50,000.  The law firm will represent only current
employees of the debtor and the debtor will hire only one
firm for all of the employees involved.  

The governmental investigations arise from an anonymous
letter sent to three rating agencies alleging certain
improprieties relating to sale of assets by CFS, the
maintenance and reporting of information by CFS, and
certain payments made by CFS to departing employees.  The
governmental authorities investigating the allegations of
the letter include the SEC and the Oklahoma Department of

Effective on March 10, 1999, Continental  Investment  
Corporation engaged the accounting firm of Belew Averitt
LLP,  Dallas, Texas as the Company's  independent  
accountants  to replace its prior  auditors GRANT THORNTON
LLP who were dismissed  by the  Company  on March 10,  
1999.  The new accountants  have been engaged to audit and
report on the  financial  statements of the Company for its
fiscal year ended December 31, 1998.

This action to replace the Company's auditors was approved
by the Board of Directors of the Company.

EDISON BROTHERS: Committee Applies To Retain Counsel
The Official Committee of Unsecured Creditors of Edison
Brothers Stores Inc., et al seeks approval to retain the
law firm Kramer Levin Naftalis & Frankel LLP.  The
Committee has selected Kramer Levin to serve as counsel to
the Committee to perform all services necessary on behalf
of the Committee.  The firm will be responsible for
assisting, advising and representing the Committee with the
preparation of all legal papers, appearances in court,
negotiation and formulation of a plan of reorganization,
investigation of the debtors' financial condition,
communication with the Committee's constituents; and
performance of all of the Committee's duties and powers.  
The attorneys expected to represent the Committee charge
hourly rates ranging from $200 per hour to $425 per hour.

The Official Committee of Unsecured Creditors of Edison
Brothers Stores, Inc., et al., also seeks to retain
Agostini, Levitsky, Isaacs & Kulesza as local counsel in
connection with the Chapter 11 cases of the debtors. The
principal attorneys expected to represent the Committee
charge hourly rates ranging from $210 per hour to $175 per

The firm will be responsible for the administration of the
cases; the preparation of legal papers; appearances in
court and at meetings of creditors; the negotiation,
formulation, drafting and confirmation of a plan, the
investigation of the financial condition of the debtors,
communication with the Committee, and will serve as local
counsel for Kramer, Levin, Naftalis & Frankel LLP.

FAMILY CO: National and Gibson's To Close Doors
National and Gibson's markets, owned by Family Co. of
America, will close their doors permanently, barring an
extension from the bankruptcy judge.
The stores have been liquidating their merchandise since

Schnuck Markets Inc. offered to pay $ 295,000 for the
prescriptions files, and Judge James J. Barta scheduled a
hearing today to consider various offers.

Federal law usually requires a 20-day notice to allow fair
bidding for assets, Barta said. Officials overseeing the
bankruptcy of Family Co. of America are giving priority to
the sale of the pharmacies because customers are concerned
about their prescription records.

FORCENERGY: Court Authorizes Employ of Andrews & Kurth
On March 31, 1999, the U.S. Bankruptcy Court for the
Eastern District of Louisiana entered an order authorizing
the employment by the debtor, Forcenergy, Inc. and
Forcenergy Resources, Inc. of Andrews & Kurth LLP as
attorneys to represent the debtors.

Grant Geophysical Inc. filed its annual report for the
period ended December 31, 1998 with the SEC.

Revenues of the Company for the twelve months ended
December 31, 1998 were $175.5 million compared with $130.6
million of combined revenue for GGI and the Company for the
twelve months ended December 31, 1997. Revenues from the
United States operations increased $24.9 million, or
46.4%, from $53.7 million to $78.7 million in 1998.

Direct operating expenses for the twelve months ended
December 31, 1998 increased $29.5 million, or 29.7%, to
$129.0 million compared with $99.4 million for the twelve
months ended December 31, 1997.

At March 26, 1999, the Company's total indebtedness was
approximately $117.6 million. The Company's total
indebtedness is comprised of $99.3 million aggregate
principal amount of the Senior Notes, $13.0 million
outstanding on the Credit Facility and $5.3 million of
combined loans and capitalized leases incurred for the
purpose of financing capital expenditures. Combined capital
expenditures for the twelve months ended December 31, 1998
were $23.9 million. The Company will require substantial
cash flow to continue operations on a satisfactory basis,
complete its capital expenditure program, fully implement
its business strategy and meet its principal and interest
obligations with respect to the Notes and its other

HEALTH-CHEM: Announces Sale To Avoid Bankruptcy
Health-Chem Corporation (ASE:HCH) announced that it advised
the American Stock Exchange that, as previously announced,
it is in the process of offering for sale its Herculite  
Products and Hercon Environmental businesses and a related
manufacturing facility, but that it has not as yet entered
into definitive sales agreements. As a consequence, it
would likely be unable to make the appropriate estimates  
of net realizable values necessary for the preparation of
its financial statements as of December 31, 1998 so as to
permit the filing of its Form 10-K for the year then ended
with the Securities and Exchange Commission on or  
before April 15, 1999 as previously had been anticipated.

The Company also advised the Exchange that since it was
unable to predict when, or if, such definitive sales
agreements would be entered into or consummated, it would
not have funds available to it to pay interest and the $8
million of principal due on its outstanding 10.375%
Convertible Subordinated Debentures at their maturity on
April 15, 1999 and that the Company would be so advising
the holders of the Debentures. The Company plans  
to apply the proceeds from the sale of these assets to
repay the Company's secured debt in the principal amount of
approximately $9.1 million held by IBJ Whitehall Business
Credit Corporation and to retire all outstanding  
Debentures. The Company stated, however, that under a
provision of the applicable Trust Indenture subordinating
the Debentures to all senior indebtedness, the Company's
indebtedness to IBJ will have to be paid in full  
before any payment may be made on the Debentures. Likewise,
upon any distribution of assets of the Company in
connection with its reorganization or liquidation, the IBJ
debt would have to be first paid in full before the  
holders of Debentures would be entitled to receive any
payment thereon. The Company has chosen to divest these
assets to generate cash for the payment of its obligations
to IBJ and the holders of Debentures without the
intervention of court proceedings under Chapter 11 of the
Bankruptcy Code. Such proceedings  could be very costly and
protracted and could adversely affect the amount of  
distributions to creditors. The Company hopes that
creditors, including the  holders of Debentures, will
refrain from taking action pending the sale of  these
assets, which represent the only near-term source for the
$17.5 million  of funding required to retire both the IBJ
debt and the Debentures. The Company intends to call an
informational meeting for April 22, 1999 with the holders
of its Debentures to discuss the efforts being exerted by
the Company and its professional advisors to effect the
sale of these assets and to answer any questions the
holders of Debentures may have.

The Exchange advised the Company that it was instituting a
trading halt on the Company's subordinated debentures and
on the Company's Common Stock, until such time as the
Company's filings under the Securities Exchange Act of 1934
are  current.

Health-Chem Corporation is the parent company of Transderm
Laboratories Corporation (OTC:TLCC), a manufacturer of
controlled release products for the pharmaceutical and
cosmetic industries, as well as other subsidiaries which  
manufacture products utilizing technologies for laminating
or coating fabrics and materials.

KOKUMIN BANK: Reported Insolvent
On Friday, Hakuo Yanagisawa, Japan's minister for  
financial reconstruction, said he heard nothing about a
bank failure.  Yanagisawa dismissed the growing suspicion
that Kokumin Bank, a second-tier regional bank in Tokyo, is
insolvent, saying in a news conference that if there is a
possibility of a funding crisis at any bank, he should be
briefed. He said he had not received any such report.

However, by Sunday, The Financial Reconstruction Commission
(FRC) declared that the Kokumin Bank was insolvent and
decided to send its appointed administrators to take over
the bank's management, FRC officials said.

The government bank regulator took the measure under a
financial-system recapitalization law after the bank
informed the commission earlier in the day that it could no
longer sustain itself and was in danger of halting the  
withdrawal of deposits, according to the officials.

All deposits at the bank will be protected by the
government and the bank will continue its business under
the management of three administrators -- Akira  
Tachimoto, a certified public accountant, Hideki
Matsushima, a lawer, and the Deposit Insurance Corp. (DIC).

The Bank of Japan (BOJ), the central bank, will also
provide special loans to  guarantee the bank's operations.

Under the law enacted in October last year, the FRC will
seek a financial institution willing to take over the
operations of Kokumin Bank and will transfer its bad loans
to the state-run Resolution and Collection Corp.

If the FRC fails to find a possible buyer of Kokumin Bank,
the commission will set up a bridge bank to be wholly
capitalized by the DIC, a banking safety net funded by
premiums paid by financial institutions.

If the bridge bank scheme is adopted, Kokumin Bank would be
the first to be converted into a bridge bank under the new

The planned bridge bank would be allowed to operate for up
to three years to find a possible buyer and be liquidated
if it fails to do so.

Kokumin Bank has asked a group of companies affiliated with
Kokusai Kogyo Co. --  a bus, transport and leisure company
-- for recapitalization, but has so far not been getting a
positive response, sources at the bank said.  Kokusai Kogyo
invested some 20 billion yen into the bank in fiscal 1996
by purchasing its newly issued shares as part of efforts to
bail it out.

Tens of billions of yen in deposits have been withdrawn
from the bank  following Thursday's media reports that it
is experiencing a huge capital deficit, sources at the bank

The Financial Supervisory Agency (FSA), another banking
industry watchdog, has reportedly concluded that Kokumin
Bank developed its 50 billion yen capital deficit by Sept.
30, 1998.  The bank's capital deficit is expected to
eventually exceed 70 billion yen, according to sources
close to the FSA.

The bank, buckling under the strain of massive losses on
real estate loans extended during the asset-inflated
''bubble'' economy, racked up a 12.05 billion yen
unconsolidated net loss in fiscal 1997, which ended March
31, 1998.

On Monday, The Financial Supervisory Agency (FSA) said
it has found that Kokumin Bank developed a capital deficit
of 71.2 billion yen by Sept. 30.

Three executives of the failed Kokumin Bank have  
resigned, the bank's bankruptcy administrator said Monday.
Masakuni Osano, the chairman, Yukio Okonogi, the president,
and Hideyuki Suzuki, a vice president, of the Tokyo-based
second-tier regional bank.

Also on Monday, the Kyodo news service announced that
The Bank of Japan (BOJ) extended some 20-30 billion  
yen in unsecured loans to the failed Kokumin Bank on
Monday, the day after the  Financial Reconstruction
Commission declared it bankrupt with massive
bad loans, BOJ sources said.

The central bank took the action to avert a cash shortage
at Kokumin Bank while monitoring the sum of deposits
withdrawn from the bank Monday. The collateral-free loans
were extended at an annual interest rate of 1.0%, or  0.25
percentage point higher than that on previous unsecured
loans, the sources  said.  The higher rate applied to
Kokumin Bank was levied because of the risk of the  
loans' becoming irrecoverable, they said.

Excluding those to Kokumin Bank, the BOJ has some 600
billion yen in unsecured loans. (Kyodo News 09-Apr-99
through 12-Apr-99)

LOT$OFF: Announces Involuntary Petition
San Antonio-based LOT$OFF Corporation (OTC BB:LOTS)
announced today that certain trade creditors have filed an
involuntary bankruptcy petition against the Company.

Such creditors allege claims totaling $1,318,547.05 against
the Company in their petition filed April 8, 1999 in the
United States Bankruptcy Court for the Western District of
Texas, San Antonio Division.

The Company recognizes such trade creditors as vendors that
sold goods to its retail subsidiaries, specifically 50-OFF
Operating Company, 50-OFF Multistate Operations Inc. and
50-OFF Texas Stores L.P., and denies that it is obligated  
upon any trade account owing by such subsidiaries to them,
making the involuntary petition inappropriate.

The Company will contest the involuntary filing and will
seek to hold the petitioning creditors jointly and
severally liable for damages caused by the filing.

LOT$OFF Corporation, which had been pursuing the merger or
sale of all or a part of the Company's retail subsidiaries,
announced on Jan. 21, 1999 that it planned to accelerate
the sale of its retail assets.  While management had
believed that borrowings available under its revolving
credit facility, available trade credit, anticipated
proceeds from outstanding litigation, its operating cash
flow and its cash on hand would be adequate to  
finance its operations through fiscal 1999 (Jan. 29), on
Jan. 11, 1999, the Company learned that funds anticipated
from litigation being pursued in Switzerland would not be
immediately forthcoming, which resulted in the necessity
for additional external financing and/or the restructuring
of its existing financing, including new capital for its
retail subsidiaries, the traditionally slow period for
retail sales being immediately ahead.

MEDMAX: Never Gets Off Ground
The Pittsburgh Post-Gazette reports on April 9, 1999 that  
MedMax health care super stores never opened, and probably
never will. The "revolutionary" chain founded by a graduate
of Duquesne University who dreamed of tapping the growing
market of aging baby boomers has filed for Chapter 11
bankruptcy protection.

Most of its stores -  mainly in Detroit and Philadelphia -  
have been closed and those that remain are holding going-
out-of-business sales. "The company essentially
overextended itself and grew too fast," said Michael
Jacoby, a turnaround consultant brought in to serve as CEO
of the Southfield, Mich., company.

Founder F. Kevin Browett, a Western Pennsylvania native,
was asked to leave in February as the board of directors
struggled to find a way to pay the bills.

The failure of MedMax comes despite the efforts of a
hardworking CEO who compiled a strong retail resume,
crafted an impressive business plan and brought in private
investors to help launch his dream of a home health-care  
chain that would dominate its category the way Home Depot
dominates home improvement products.

At its peak, MedMax operated as many as 13 stores selling
everything from wheelchairs to Band-Aids and greeting
cards. In addition, the company had contracts to rent
durable medical equipment to home health-care agencies and  
other users in Detroit, Philadelphia and Pittsburgh.

MedMax appeared to have everything. The Web site boasts
that store associates were health care professionals,
including a registered nurse, respiratory therapist and a
certified sports trainer. Wide aisles and low shelves made
everything easily accessible, even to people in
wheelchairs. There was a working kitchen and  bathroom to
allow customers to test products before buying them.
Educational seminars would be offered on everything from
"Taking Care of Your Heart" to "How to Choose a Hearing

In addition to trying to open too many stores too quickly,
MedMax never turned a profit on the ones it did open, said
Jacoby. He speculates the 18,000-square-foot superstores
were just too big, with too much space allocated to low-
turnover items like medical equipment.

MEDPARTNERS: Settlement Agreement On Table
MedPartners Inc., (NYSE: MDM) and the State of California
have reached agreement on the principal terms of a
proposed  comprehensive settlement regarding MedPartners'
California physician management operations.  Both parties
said the proposed settlement will be subject to the  
execution and delivery of definitive agreements and other

The proposed settlement provides for:

A transition plan for the orderly and timely disposition of
the existing operations of MedPartners Provider Network
Inc. (MPN) and MedPartners' California physician practices
assets that would ensure uninterrupted provision of patient
care and fulfillment of management and payment obligations
to MPN-affiliated health care plans and physicians;

The continued funding of MedPartners California physician
management operations with all of the proceeds from the
sale of MedPartners and MPN assets, loans from affiliated
health care plans, and additional funding provided by

Restoration of MPN's assets, operations and management
responsibilities to MedPartners, which will operate MPN as
a debtor in possession under the U.S. Bankruptcy Code,
subject to oversight and supervision of a new
court-appointed State conservator;

A continuation of a monitoring role by a new conservator
and the State of California Department of Corporations with
primary oversight responsibilities on the fulfillment of
the proposed settlement and transition plan.

MedPartners said that the proposed settlement agreement
will not affect the previously reported discontinued
operations charge, taken in the fourth quarter
of 1998.

MOBILEMEDIA: Court Confirms Reorganization Plan
MobileMedia Corp. and Arch Communications Group, Inc.
(NASDAQ:APGR) announced that MobileMedia's Third Amended
Plan of Reorganization, which provides for the merger of
MobileMedia into Arch, has been confirmed by the  
U.S. Bankruptcy Court for the District of Delaware. The
Bankruptcy Court confirmed the Plan after certain objectors
to the Plan withdrew their alternative proposal.

MobileMedia and Arch expect to close the merger transaction
in early June, at which time MobileMedia will officially
emerge from Chapter 11 protection. The merger of Arch and
MobileMedia will create the nation's second largest
paging  company with more than seven million paging units-
in-service in all 50 states.

At the confirmation hearing on April 12, certain objectors
to MobileMedia's Plan withdrew an alternative
reorganization proposal, which contemplated a combination
of MobileMedia with TSR Wireless, LLC, a privately held
company. The Objectors Proposal was withdrawn after it  
became clear that it had failed to receive significant
support by MobileMedia's creditors other than those who had
originally opposed the merger with Arch.

MobileMedia filed a voluntary petition under chapter 11 of
the U.S. Bankruptcy  Code on January 30, 1997. MobileMedia
and Arch executed their merger agreement on August 19, 1998
and have since executed certain amendments thereto. On  
December 2, 1998, MobileMedia filed the Plan, which
provides for the merger.  The Plan was accepted by the
company's creditors as of January 27, 1999 and was  
accepted in a Court-ordered re-vote by the company's
Class 6 creditors on March 23, 1999. The Federal
Communications Commission approved the transfer of  
wireless messaging licenses from MobileMedia to Arch by
order dated February 2,  1999 and released on February 5,

MobileMedia Corporation, Fort Lee, N.J., is one of the
largest providers of paging and personal communications
services offering local, regional and nationwide coverage
in all 50 states, the District of Columbia and in the  
Caribbean. MobileMedia Communications, Inc., doing business
as MobileComm, is a  wholly-owned subsidiary of MobileMedia
Corp. MobileComm can be found on the  Internet at MobileComm is not associated with
MobilComm, Inc. of Cincinnati, Ohio.

Arch Communications Group, Inc. Westborough, MA. is the
third largest paging company in the United States, with
more than four million units in service.  Founded in 1986,
it provides narrowband wireless messaging services,  
principally paging, to subscribers nationwide. Arch's 2,600
employees operate from approximately 175 offices and
company-owned stores in 42 states. Additional information
on Arch is available on the Internet at

MOBILEMEDIA: TSR Wireless Withdraws Proposal
MobileMedia Corporation and TSR Wireless, LLC ("TSR")
jointly announced that TSR has withdrawn its proposal to
acquire MobileMedia as part of an alternative
reorganization plan (the "Objectors Proposal") proposed by
certain creditors that had objected to MobileMedia's Third
Amended Plan of Reorganization (the "Plan"). The Plan
provides for the merger of MobileMedia into Arch
Communications Group, Inc. ("Arch") (Nasdaq: APGR).

MobileMedia indicated that the objecting creditors had
withdrawn their Objectors Proposal and that MobileMedia
expects the Bankruptcy Court to approve the Plan on April
12, 1999 at the continued confirmation hearing, with
the  merger with Arch closing thereafter in early June,

TSR indicated that it had decided not to proceed with its
proposal given the timing constraints imposed by the
bankruptcy process. TSR stated that it wished MobileMedia
well in its merger with Arch. MobileMedia indicated that it
was  appreciative of the interest shown by TSR.

MobileMedia filed a voluntary petition under chapter 11 of
the U.S. Bankruptcy Code on January 30, 1997. MobileMedia
and Arch executed their merger agreement  on August 19,
1998 and have since executed certain amendments
thereto. On  December 2, 1998, MobileMedia also filed the
Plan, which provides for the  merger. The Federal
Communications Commission approved the transfer of
wireless  messaging licenses from MobileMedia to Arch by
order dated February 2, 1999 and  released on February 5,

PARAGON TRADE: Announces 4th Quarter and Year-End Results
Paragon Trade Brands, Inc. (NYSE: PTB) today reported its
fourth quarter and full year 1998 financial results.  The  
results reported include the effect of previously announced
settlements with The Procter & Gamble Company (P&G) and
Kimberly-Clark Corporation (K-C) related  to patent
disputes, as well as expenses related to the Company's
Chapter 11  filing. Paragon reported a net loss of $78.8
million, or $6.59 per share, for the fourth quarter ended
December 27, 1998, including non-recurring fourth
quarter charges of approximately $81.9 million, all of
which are non-cash.

Net sales for the fourth quarter of 1998 were $132.9
million compared to $136.4 million for the same  
period in 1997.

For the fiscal year ended December 27, 1998, the Company
reported a net loss of $65.4 million, or $5.48 per share,
compared to a net loss of $212.7 million, or $17.86 per
share, for the year ended December 28, 1997. Net sales for
the fiscal year were $535.2 million compared to $562
million for the year ended December 28, 1997.  Excluding
non-recurring charges, operating earnings before interest,
taxes, depreciation and amortization ("EBITDA") totaled
approximately $58.4 million in 1998, compared to $62.5
million for the prior period.

As has been previously reported, Paragon has entered into
settlement agreements with P&G and K-C that resolve all
outstanding claims against the Company by both P&G and K-C,
including the P&G patent judgment, and provide a clear path
to market for the Company's products through licenses of  
certain patents and broad covenants not to sue.  The
settlements, which remain subject to Bankruptcy Court
approval, and the corresponding licenses granted by  P&G
and K-C, will serve as the cornerstone of what the Company
intends to be a  consensual plan of reorganization. The
Company is unable at this time to predict when it will
emerge from Chapter 11.

Paragon also announced that its Board of Directors has
determined that the 1999 Annual Meeting of shareholders
will be held at 9:00 a.m., Monday, November 29, 1999 at the
Company's headquarters.  

PCG CORP: Hearing on Confirmation of Plan
The U.S. Bankruptcy Court for the Southern District of New
York approved the Disclosure Statement for the debtors'
first amended joint liquidating plan of reorganization
filed by PCG Corp. I, and its affiliates, as containing
"adequate information".  A hearing to consider the
confirmation of the plan shall be held on May 20, 1999 at
2:30 PM, before the Honorable Prudence Carter Beatty, U.S.
Bankruptcy Judge, Courtroom 701, US Bankruptcy Court, One
Bowling Green, New York, NY 10004-1408.

The treatment of claims and summary of distributions under
the plan are as follows:

Class 1 - Allowed Administrative Claims - approximately
$2.7 million - shall be paid in cash.

Class 2 - Allowed fee Claims - approximately $2.4 million -
shall be paid in cash

Class 3 - Allowed Priority claims - $0 - payable in cash

Class 4 - Allowed Priority Tax Claims - approx. $596,000 -
shall be paid in cash

Class 5 - Allowed Secured Claims - $0 - payable in cash

Class 6 - allowed General Unsecured Claims - approximately
$138 million - Class 6 creditors should ultimately realize
less than 1%.

Class 7 - Old Preferred Stock - No distribution
Class 8 - Subsidiary Stock - No distribution
Class 9 - Old Common Stock - No distribution
Class 10 - Warrants - No distribution
Class 11 - Options - No distribution

Pursuant to a certain Asset Purchase Agreement, Hartmarx
Acquired substantially all of the debtors' tangible and
intangible assets in exchange for $36 million in cash and
the assumption of $7.1 million of the debtors' liabilities.

PERK DEVELOPMENT: Order For Hearing On Disclosure Statement
The hearing to consider the approval of the disclosure
statement of Perk Development Corporation and Brambury
Associates, debtor, shall be held before the Honorable John
C. Ninfo II, U.S. Bankruptcy Judge for the Western District
of New York on May 5, 1999 at 9:30 AM, Rochester,
Courtroom, 1550 U.S. Courthouse, 100 State Street,
Rochester, NY 14614.  September 16, 1998 was fixed as the
last day for filing proofs of claim in this case.

PRECISION AUTO CARE: Special Meeting of Shareholders
A Special Meeting of Shareholders of Precision Auto Care,
Inc. will be held at the Company's headquarters located at
748 Miller Drive, S.E., Leesburg, Virginia on May 25, 1999
at 11:00 a.m., for the following purposes:

1. To consider approval of the issuance of Common Stock by
the Company in payment of interest and a financing fee in
connection with a $5,000,000 Subordinated Debenture due May
25, 1999;

2. To consider approval of the adoption of the 1999
Employee Stock Option and Restricted Stock Plan and the
reservation of 600,000 shares of Common Stock for issuance
thereunder; and

3. To consider approval of the grant of restricted stock
awards to the non-employee members of the Company's board
of directors.

PRIMARY HEALTH: Commencement of Cases
On March 17, 1999,the debtors, Primary Health Systems, Inc.
and its affiliates filed voluntary petitions for relief
under Chapter 11.

A meeting of creditors is scheduled for May 7, 1999 at 3:00
PM at the J. Caleb Boggs Federal Building, 844 King Street,
Room 2313, Wilmington, Delaware 19801.

SERVICE MERCHANDISE: The Losers are Executives and Lessors
The Tennessean reports on April 4, 1999 that among the
losers in the Service Merchandise Chapter 11 case are
dozens of store owners whose leases could be broken and
some former senior managers who may not get the severance
packages they had expected.

Among the winners are consulting firms, lawyers and other
agencies expected to gain months  possibly years  of fees
from the proceedings.

Possibly losing out on future earnings are four executives
who recently left the company. The court allowed Service
Merchandise to reject their employment agreements,
including severance agreements or release agreements.
A 127-page statement by Cusano outlining the company's
state of affairs says some members of senior management are
automatically entitled to a minimum of 52 weeks of
severance pay. The company asked the court to allow it to
honor its  general severance package, but to reject the 52-
week feature of the senior- manager agreements.

SYSTEMSOFT CORP: Applies To Retain KPMG Peat Marwick
SystemSoft Corporation, debtor, seeks to employ and retain
KPMG Peat Marwick LLP as consultants and finanical advisors
to the debtor.

The debtor wishes to employ the firm to assist in the
preparation and review of all reports or filings as
required by the court or the US Trustee, to review and help
prepare financial information for distribution to
creditors; to assist in analyzing the debtors' financial
condition, to advise and assist in negotiations with, and
attendance at meetings with bank lenders, creditors and the
official creditors' committees, to assist in analyzing the
business and financial condition and reorganization
alternatives available to the debtor' to advise and assist
in negotiations with bank lenders, creditors and the
official creditors' committees; to assist in reviewing
business plans; and to assist in preparing documents
necessary for confirmation of the plan.

The debtor has agreed to compensate the firm with a fee
based on a blended hourly rate of $265.

THORN APPLE: Seeks To Extend Time To Assume/Reject Leases
The debtor, Thorn Apple Valley, Inc. seeks to extend the
time within which he debtor may assume or reject unexpired
leases of nonresidential real property.  The debtor is a
party to 18 unexpired leases of nonresidential real
property including its corporate headquarters and other
business offices, sales offices and warehouses.  The list
of unexpired leases does not include a lease in Scottsdale,
Arizona that the debtor has already decided to reject.  The
debtor requests that the court extend the date by which
debtor must assume or reject the leases to the earlier of
November 5, 1999 or the date on which an order is entered
confirming a plan of reorganization in the debtor's case.

The debtor asserts that the multitude of operational issues
that arose in the early stages of the case, including
financing, creditor inquiries, payment disputes and
obtaining product from creditors in possession of the
debtor's inventory, require the debtor's immediate
attention making it impossible to devote sufficient
resources to make an informed decision with respect to the
unexpired leases.

WIRELESS ONE: Seeks To Extend Time To Assume/Reject Leases
The debtor, Wireless One, Inc., seeks an extension of time
within which the debtor may assume or reject unexpired
leases of nonresidential real property.  An amended hearing
date on the motion has been scheduled for April 28, 1999 at
2:00 PM before the Honorable Peter J. Walsh, U.S.
Bankruptcy Court for the District of Delaware, 824 North
Market Street, Wilmington, Delaware 19801.

Meetings, Conferences and Seminars
April 15-18, 1999
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

April 19-20, 1999
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt, San Francisco, California
            Contact: 1-800-260-4PLI or

April 22-23, 1999
      Conference on Revised Article 9 of
      the Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

April 22-25, 1999
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or   

April 26-27, 1999
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or   

April 28-30, 1999
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort

April 30-May 4, 1999
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

May 28-31, 1999
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

June 3-6, 1999
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
July 10-15, 1999
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or

July 15-18, 1999
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 29-September 1, 1999
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or

September 16-18, 1999
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800


The Meetings, Conferences and Seminars column appears in
the TCR each Tuesday.  Submissions via e-mail to 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-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
All rights reserved.  ISSN 1520-9474.  

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

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
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information, contact Christopher Beard at 301/951-6400.  
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