TCR_Public/990422.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 22, 1999, Vol. 3, No. 78

                   Headlines

AMERITRUCK: Objection of FINOVA Capital To Employee Plan
AMPACE CORP: Seeks Bar Date
CHERRYDALE FARMS: Sale of Assets
CML GROUP: Seeks Order Fixing Bar Date
DISCOVERY ZONE: Case Summary & 20 Largest Creditors

DISCOVERY ZONE: Files Chapter 11
FOOD COURT: Seeks Order Fixing Interest Bar Date
GARDEN BOTANIKA: Makes Chapter 11 Bankruptcy Filing
GOLDEN BOOKS: Seeks Time to Assume/Reject Unexpired Leases
HAYES CORP: Court Names Trustee To Liquidate Assets

JPE INC: Announces Plans of Reorganization Confirmed
LIFEONE: Bankruptcy Petition Ordered to be Dismissed
LIVENT INC: Announces Third Quarter Results
LIVENT INC: Seeks To Extend Time To Assume/Reject Leases
ONEITA INDUSTRIES: Taps M.J. Sherman & Assoc., Inc.

PARAGON TRADE: Equity Committee's Brief Re: P&G's Waiver
PERK DEVELOPMENT: Hearing on Disclosure Statement
PAYLESS CASHWAYS: Shareholders/Officials Discuss Progress
PITTSBURGH PENGUINS: NHL Mulls Death Sentence For Penguins
THE COSMETIC CENTER: Case Summary & 20 Largest Creditors

THE COSMETIC CENTER: Owes Creditors $71 Million
TOKYO CITY FINANCE: Creditors Forgive 209.1 B. Yen in Loans
TOKYO CITY FINANCE: IBJ Forgives Loans
TRANSAMERICAN ENERGY: Seeks Chapter 11 Protection
TRANSTEXAS GAS: Case Summary & 20 Largest Creditors
VOICE IT WORLDWIDE: Announces Record First Quarter Results

                   *********

AMERITRUCK: Objection of FINOVA Capital To Employee Plan
--------------------------------------------------------
FINOVA Capital Corporation, the major secured creditor in
the case of Ameritruck Distribution Corp., et al., debtors,
objects to the payment of $1.12 million of FINOVA's cash
collateral to fund the "stay-to the end" compensation
program for the debtors' key employees.  

As of April 1, 1999 the indebtedness owed by the debtors to
FINOVA was in the approximate amount of $55.4 million

FINOVA claims that the proposed expenditure is premature
and unnecessary, and grossly excessive given all the facts
and circumstances of these cases.  This proposed
expenditure is not permitted under the present cash
collateral order and FINOVA maintains that its interests
will not be shown to be adequately protected by the
expenditure of such sum, and its cash collateral should not
be used for such purposes.


AMPACE CORP: Seeks Bar Date
---------------------------
Ampace Corporation and Ampace Freightlines, Inc., debtors,
request that the court enter an Order establishing June 1,
1999 as the last day by which all creditors of the debtors
must file a proof of claim in the debtors' Chapter 11
cases.


CHERRYDALE FARMS: Sale of Assets
--------------------------------
The debtors, Cherrydale Farms, Inc. and MDR Associates are
seeking to sell substantially all of their assets to R&R
Acquisition Partners LP at an auction sale.  The sale price
of the assets to be sold is $13.5 million.  Cherrydale is a
manufacturer of chocolate and other confectionery products
and is one of the largest suppliers of confectionery
products and gift items to the fundraising market.  The
assets of debtors include their real estate, inventory,
machinery, equipment, accounts receivable and intangibles.


CML GROUP: Seeks Order Fixing Bar Date
--------------------------------------
The debtor, CML Group, Inc. seeks entry of a court order
fixing May 28, 1999 as the bar date for the filing of
proofs of claim against the debtor by entities that are
non-governmental units and June 15, 1999 for governmental
units.


DISCOVERY ZONE: Case Summary & 20 Largest Creditors
--------------------------------------------------
Debtor:  Discovery Zone, Inc.
         565 Taxter Rd.
         Elmsford, NY 10523

Type of business: The operation of children's indoor
entertainment and fitness facilities.

Affiliated debtors filing Chapter 11 petitions:
Discovery Zone Inc.
Discovery Zone (Puerto Rico) Inc.
Discovery Zone Licensing, Inc.

Court: District of Delaware

Case No.: 99-50117    Filed: 04/20/99    Chapter: 11

Debtor's Counsel:  
Laura Davis Jones
Young Conaway Stargatt & Taylor LLP
11th Floor, Rodney Square North
PO Box 391
Wilmington, Delaware 19899-0391
(302) 571-6600

Total Assets:            $108,344,000
Total Liabilities:       $146,792,000

No. of shares of preferred stock:            
933 Series A convertible Preferred stock Issued - 1 holder
80,000 14.5% Cumulative Preferred Stock (Series A Senior
Cumulative Preferred) Issued - 5 holders
337,101 14.5% Cumulative Preferred stock (Series B Senior
Cumulative Preferred) Issued - 5

No. of shares of common stock       
430,333,492   ($.00017 par value) Issued - 1500 holders  

20 Largest Unsecured Creditors:

   Name                                             Amount
   ----                                             ------
Dupont Industries                               $1,092,000
Griffin Bacal Inc.       1,055,000
Shearman And Sterling         345,000
GAB Robins North America Inc.       231,049
Kellogg & Kimsey Inc.          230,000
Pizza Hut Inc.          225,000
Viacom, Inc. (Blockbuster)       186,000
Oriental Trading Company Inc.        85,000
Childrens Television Workshop       170,000
Pepsi-Cola Company          144,000
Laser Leasing Associates, Ltd.       131,000
Valassis Communications, Inc.       130,037
BKV            115,000
Play By Play Toys          102,000
ICEE-USA Corp          82,000
BMI             64,000
PFS/AMERISERVE           58,000
FRCH Design Worldwide          57,000
S&S Worldwide           55,000
Middle Village Associates         54,000
Cleveland Coin Machine          52,000
Stuart, Maue, Mitchell & James       51,000
I.C.E. Inc.           49,833
American Play System           48,362
New Plan Realty Trust         47,385


DISCOVERY ZONE: Files Chapter 11
--------------------------------
Discovery Zone, Inc. ("DZ") has announced that it has filed
a voluntary petition under Chapter 11 of the Bankruptcy
Code.  The Company filed the petition, which also covers
its  domestic subsidiaries, late Tuesday in the United
States Bankruptcy Court in Wilmington, Delaware.

Discovery Zone said that its decision to seek Chapter 11
protection was due to its continuing operating losses and
its inability to obtain additional financing for working
capital required to sustain the business.  In connection  
with the Chapter 11 proceeding, the Company has reached an
agreement in principle with Foothill Capital Corporation to
increase the Company's borrowing capacity under its
existing $12 million credit facility to approximately $15  
million, subject to Bankruptcy Court approval.

Since February, the Company has been pursuing the
possibility of a sale or strategic investment and retained
Ladenburg, Thalmann & Co., as their investment banker. The
Company expects to continue to explore these  
alternatives while under Chapter 11 protection.

DZ operates children's indoor entertainment centers in 38
states, Canada and Puerto Rico.  


FOOD COURT: Seeks Order Fixing Interest Bar Date
------------------------------------------------
Food Court Entertainment Network, Inc. seeks to establish
June 1, 1999 as the last date for all equity security
holders to file proofs of interest in this Chapter 11 case.


GARDEN BOTANIKA: Makes Chapter 11 Bankruptcy Filing
---------------------------------------------------
Garden Botanika, Inc. (OTC BB:GBOT), the Redmond-based
cosmetics and personal care products company, announced
today it has filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code (United States Bankruptcy
Court for the Western  District of Washington at Seattle,
the Honorable Karen A. Overstreet,) in order to address
obligations associated with the Company's recent  financial
difficulties and related reorganization efforts.

To assist the Company through this process, Garden Botanika
has negotiated a credit facility in the amount of $7.0
million in debtor-in-possession financing  from BankBoston
Retail Finance Inc. to fund its operations during
the voluntary  reorganization period.

In connection with its bankruptcy filing, the Company will
seek authority to close 95 of its 245 retail stores
nationwide and liquidate the related inventory by May 31,
1999. The stores are located in 34 states, and the bulk of
the closures will occur in the Midwest and Southeastern
United States. No stores in Washington State or Oregon will
be effected. Both the BankBoston financing and store
closings are subject to Court approval.

With 95 stores slated for closure, Garden Botanika expects
to lay-off approximately 200 full time and 1000 part time
employees across 32 states.

With the bankruptcy moving ahead, the Company announced it
recently appointed  two experienced executives to its Board
of Directors. Kern Gillette and Victor Fandel both joined
the Board in March 1999, following the departure
of William  Randall, who resigned his directorship in
March.


GOLDEN BOOKS: Seeks Time to Assume/Reject Unexpired Leases
----------------------------------------------------------
Golden Books Family Entertainment, Inc., et al., seeks time
to assume or reject unexpired leases of non-residential
real property.  The debtors seek entry of an order
extending through and including the date of confirmation of
a plan of reorganization the time within which the debtors
must assume or reject unexpired nonresidential real
property leases under which the debtors are lessees.


HAYES CORP: Court Names Trustee To Liquidate Assets
---------------------------------------------------
At the request of the U.S. Trustee, the court has appointed
Morton Levine of Atlanta-based Levine & Block as the
chapter 11 trustee in Hayes Corp.'s liquidating chapter 11
case. On March 31, the debtor-in-possession financing
facility expired for Hayes. Subsequently, all remaining
employees, directors and officers of the company resigned
and Hayes was left with no employees. At the next hearing,
the court was called upon to rule on oral motions for the
conversion of the cases to chapter 7 proceedings, or
alternatively for the appointment of a chapter 11 trustee.
(The Daily Bankruptcy Review Copyright c April 21, 1999)


JPE INC: Announces Plans of Reorganization Confirmed
----------------------------------------------------              
JPE Inc. (OTC BB:JPEI) announced that on Friday, April 16,
1999, the Plans of Reorganization of Plastic Trim Inc. and
Starboard Industries Inc. were confirmed by Bankruptcy
Judge Walter Shapero of the United States Bankruptcy Court
for the Eastern District of Michigan.

Plastic Trim and Starboard Industries had filed for
bankruptcy protection under Chapter 11 of the Bankruptcy
Code on Sept. 15, 1998.

Consummation of the Plans of Reorganization, including
funding, remains contingent upon the closing of an
investment transaction involving JPE Inc.,  
the parent of Plastic Trim and Starboard Industries. The
investment transaction is intended to result, in part, in
the subscription for common and preferred shares of JPE by
ASC Holdings Inc., and is subject to, among other things,
final documentation.


LIFEONE: Bankruptcy Petition Ordered to be Dismissed
----------------------------------------------------      
LifeOne, Inc. (OTCBB:LONE), announced that Judge F.A.
Little, Jr., Chief Judge of the United States District
Court for the Western District of Louisiana, has issued and
filed his Ruling ordering the Bankruptcy Court for the
Western District of Louisiana to dismiss the involuntary
bankruptcy  petition filed against LifeOne on August 27,
1998.

There were many overlapping motions arising from the
earlier Bankruptcy Court decisions, but Judge Little found
that the case should be resolved based on the disposition
of two motions: LifeOne's appeal from the Bankruptcy
Court's  decision not to order arbitration, and Black Sea's
motion to dismiss that  appeal. (Black Sea, Ltd. is the
petitioner who did not settle with LifeOne when the company
settled with the other two petitioners, Asia Equities, Inc.
and  Arcadia Mutual Fund, Inc.) Judge Little first
concluded that Black Sea's motion  to dismiss LifeOne's
appeal should be denied. Then, based on LifeOne's motion  
to dismiss the involuntary petition pending arbitration,
Judge Little found  that the debentures' arbitration
clause should be enforced and that the  involuntary
petition should be dismissed. In reaching his conclusion,
Judge  Little reversed the Bankruptcy Court's December 1,
1998 decision denying  LifeOne's motion to dismiss the
involuntary petition pending arbitration.


LIVENT INC: Announces Third Quarter Results
--------------------------------------------
Livent Inc. (TSE:LIV) announced its financial results for
the third quarter ended September 30, 1998. Results are in
Canadian dollars, other than when noted. RESULTS FOR THE
THIRD QUARTER ENDED SEPTEMBER 30, 1998

For the 1998 third quarter, revenue decreased by 0.8
percent to $77.3 million (US$50.5 million) from $77.9
million (US$50.9 million) for the 1997 third  
quarter. Earnings (Loss) before interest, taxes,
depreciation and amortization  ("EBITDA") for the 1998
third quarter decreased by $6.8 million to ($5.8)  
million (US$(3.8) million) from $1.0 million (US$0.7
million) for the comparable period in 1997. Amortization of
preproduction costs for the period decreased by $9.6
million (US$6.3 million) to $12.0 million (US$7.8 million)  
from $21.6 million (US$14.1 million) for the comparable
period in 1997.

The Company reported a net loss for the 1998 third quarter
of $68.0 million (US$44.4 million) or $3.01 (US$1.96) per
common share, compared to a net loss of $23.8 million
(US$15.5 million) or $1.32 (US$0.86) per common share for
the comparable period in 1997. The results for the 1998
third quarter included a $43.4 million (US$28.3 million)
writedown of assets and other charges, which primarily
reflects the writedown of certain fixed assets and
preproduction costs to their net realizable value.
Excluding this amount, the net loss would have been $24.6
million (US$16.1 million) or $1.09 (US$0.71) per common
share. The weighted average number of common shares
outstanding increased to 22.6 million from 18.0 million a
year earlier.

For the nine months ended September 30, 1998 revenue
increased by 4.6 percent to $243.9 million (US$159.3
million) from $233.3 million (US$152.4 million) for
the nine months ended September 30, 1997. EBITDA for the
nine months ended September 30, 1998 decreased by $14.2
million to $3.9 million (US$2.6 million) from $18.1 million
(US$11.8 million) for the comparable period in 1997.  
Amortization of preproduction costs for the nine months
ended September 30, 1998 decreased by $11.4 million to
$38.1 million (US$24.9 million) from $49.5 million (US$32.3
million) for the comparable period in 1997.

The Company reported a net loss for the nine months ended
September 30, 1998 of $145.0 million (US$94.6 million) or
$7.33 (US$4.78) per common share compared to a net loss of
$39.8 million (US$26.0 million) or $2.36 (US$1.54)  
per common share for the comparable period in 1997. The
results for the nine months ended September 30, 1998
included a $92.2 million (US$60.2 million) writedown of
assets and other charges. Excluding this amount, the net
loss would have been $52.9 million (US$34.5 million) or
$2.67 (US$1.74) per common share. The weighted average
number of common shares outstanding increased to  
19.8 million from 16.9 million a year earlier.

On November 18 and 19, 1998 respectively, the Company
sought protection from its creditors under Chapter 11 of
the United States Bankruptcy Code and under the Companies'
Creditors Arrangement Act in Canada with a view to
presenting a  plan of arrangement and compromise to the
Company's creditors. As a result of the foregoing, the
Company will record significant writedowns and charges  
against the results for the fourth quarter ended December
31, 1998.  Accordingly, the Company anticipates recording a
substantial net loss for the fourth quarter ended December
31, 1998.


LIVENT INC: Seeks To Extend Time To Assume/Reject Leases
--------------------------------------------------------
Livent (U.S.)Inc. et al. seeks a 73-day extension of the
time within which the debtors may assume or reject
unexpired nonresidential real property leases to June 30,
1999, the current expiration date of the debtors' exclusive
period to file a plan.  The debtors say that they should
not be forced to choose between losing the capital
investment at locations they may want to retain or assuming
leases which ultimately ought to be rejected.  The
locations covered by the (two) unexpired leases will
undoubtedly play a significant role in the reorganization
process.  The debtors are considering both a standalone
plan and letters of interest from potential purchasers.  


ONEITA INDUSTRIES: Taps M.J. Sherman & Assoc., Inc.
---------------------------------------------------
The debtor, Oneita Industries, Inc. seeks a court order
approving the debtor's retention of M.J. Sherman &
Associates, Inc. to manage its operations and dispose of
its assets during the liquidation of the debtor upon the
terms and conditions set forth in the retention agreement
between the debtor and M.J. Sherman.  M.J. Sherman would
supplant the debtor's Board of Directors and take over all
facets of the liquidation of the debtor and the final phase
of this case.  The firm will charge its standard hourly
rate, up to $50,000 per month for a period of up to four
months.  Thereafter, the firm will be compensated at its
standard hourly rate up to $40,000 for three months and
thereafter at its standard hourly rates up to $30,000 per
month until the engagement is terminated.  The engagement
shall be effective as of March 11, 1999.  A success fee is
also provided once distributions to pre-liquidation
creditors have exceeded $15 million.  The firm will receive
a graduated percentage of net proceeds ranging from 1% to
5% as the amount of such distributions increase.


PARAGON TRADE: Equity Committee's Brief Re: P&G's Waiver
--------------------------------------------------------
The Official Committee of Equity Security Holders of
Paragon Trade Brands, Inc. filed a Brief regarding Proctor
& Gamble's ("P&G") Waiver of Privileges regarding the
Patent Claims, the Patent Litigation and Appeal and the
Reasonableness and Negotiation of the settlement with the
debtor.

The Equity Committee claims that P&G has been eager in
trying to obtain a settlement and convince the court of the
reasonableness
of a settlement to which the debtor is lukewarm.  In doing
so, the Committee states that P&G has made a classic
textbook waiver of all privileges regarding the underlying
claims and litigation and the negotiatiation of the
settlement.

The waiver resulted from P&G taking the step of sponsoring
its own settlement with the debtor.  Based on this waiver,
the court and the official committees are now in a position
to evaluate the real merits of Paragon's appeal of the P&G
litigation, of P&G's frivolous $5 billion proof of claim of
P&G's bad faith motion for contempt and accordingly the
overall fairness of the P&G settlement.

The Committee complains that at issue now is the massive
amount proposed to be paid to P&G - 90% of the face amount
of the judgment - an amount which exceeds the annual net
income of P&G by 5%.  P&G has fought hard for approval of
the settlement by assigning various likelihoods of success
to each component of the litigation and appeal, and
according to the Committee, by making it sound like a good
deal.  

The Committee alleges that due to the facts and events of
the case, a textbook waiver of P&Gs privileges have arisen
regarding the underlying litigation and the negotiation and
reasonableness of the settlement.  The Committee claims
that the attorney-client privilege is waived when the
attorney for P&G took the stand, and when a party places at
issue the reasonableness of a settlemetn or the likelihood
of success in litigation as P&G has done.

The Committee claims that fundamental fairness dictates
that the equity committee be allowed to discover otherwise
privileged documents and to effectively cross-examine P&G
witnesses.  The Committee also says that once a waiver has
been established, the equity committe is entitled to
discovery of all privileged communications relating to the
subject.


PERK DEVELOPMENT: Hearing on Disclosure Statement
-------------------------------------------------
The hearing to consider the approval of the Disclosure
Statement of Perk Development Corporation and Brambury
Associates, debtors, shall be held before the Honorable
John C. Ninfo II on May 5, 1999 at 9:30 AM, Rochester
Courtroom 1550 US Courthouse 100 State Street, Rochester NY
14614.


PAYLESS CASHWAYS: Shareholders/Officials Discuss Progress
---------------------------------------------------------   
The Kansas City Star reports on April 21, 1999 that  
Payless Cashways Inc.'s 1998 annual report paints a rosy
picture of its world, providing a seamless example of how
the company attracts customers and sells to them.

Shareholders today will have a chance to question those in
charge of making that view a reality at the home
improvement retailer's first meeting since it became a
newly reorganized company more than a year ago.

Payless filed for bankruptcy protection in July 1997
because of its burgeoning long-term debt and an inability
to keep up with fast-growing competitors. By early December
1997 it emerged with a much lighter debt load.  
Today's meeting will cover Nov. 30, 1997, through Nov. 28,
1998.

Payless officials also are expected to address the progress
made since the end of fiscal 1998. For instance, although
the company lost $10 million in its first quarter of
1999, compared with a $25 million first-quarter loss last
year, it also reported positive same-store sales for the
first time since 1994.  Meanwhile, the company's proxy
spells out the salaries of company executives, including
that of Chief Executive Officer Millard E. Barron.

According to the proxy, Barron earns an annual base salary
of $450,000 and an annual incentive cash bonus equal to
$270,000 based on performance benchmarks.  Also in his
salary package are options to purchase 350,000 shares of  
Payless common stock, which closed Tuesday at 1 25/32.

In his last full year at Payless, Barron's predecessor,
David Stanley, earned a base salary of $650,000 and a bonus
of $277,500. Stanley, who left Payless in early 1998, was
paid $67,500 in base salary in 1998, plus a $97,500  
bonus and a severance package totaling $864,928.


PITTSBURGH PENGUINS: NHL Mulls Death Sentence For Penguins
----------------------------------------------------------                     
Interactive Sports reports on April 21, 1999 that an
official at the National Hockey League (NHL) said the
league is thinking of asking the court for permission to
revoke the Penguins franchise if they cannot come
up  with a plan to pull the team from bankruptcy. The
league would then seek to sell and re-institute the
franchise in another city.

NHL senior vice president William Daly offered the
information in response to reports that efforts to pull the
team out of bankruptcy have stalled (ISWire Hockey News:
April 19, 1999).

We can t be in a position of being halfway through the
summer, Daly said, and not know what the Penguins are
doing.

If the league gets approval from the United States
Bankruptcy Court, pulling the franchise would be a first
for the NHL. The league constitution states that if a team
is revoked, it would allow for the sale of player
contracts, or the  team itself, to another city. The league
has not yet given the Pens a set date for the deadline.


THE COSMETIC CENTER: Case Summary & 20 Largest Creditors
--------------------------------------------------
Debtor:  The Cosmetic Center Inc.
         8700 Robert Fulton Drive
         Columbia, MD 21046
         

Type of business: Specialty retailer of cosmetics,
fragrances, skin-care, hair and personal care products and
related items, sold at value prices.

Court: District of Delaware

Case No.: 99-888    Filed: 04/18/99    Chapter: 11

Debtor's Counsel:  
Mark D. Collins
Richards Layton & Finger PA
One Rodney Square
PO Box 551
Wilmington Delaware 18899
(302) 658-8541                  

Total Assets:            $95,080,389
Total Liabilities:       $71,129,062

No. of shares of common stock:         
10,025,601 (Class C outstanding shares)  

20 Largest Unsecured Creditors:

   Name               Amount
   ----                                             ------
Revlon Consumer Products      2,116,166
Elizabeth Arden          876,042
A.B. Diversified Enterprises, Inc.      496,519
Howard Diener          401,001
Johnson & Johnson         353,7388
Sanofi Beaute, Icn.         321,461
MD Distributors Inc.         312,628
Davidson Beauty Supply & Equipment      298,680
H. Morris & Partners Ltd.        296,478
Procter & Gamble Dist. Co.       264,568
Plough Inc.               263,420
PLD International Corporation       267,017
JDA Software Services Inc.        212,614
Markwins International Corporation       242,661
Playtex Products Inc.         229,798
DAJON Inc.           190,740
Borghese Inc.          186,454
Northern Amenities         174,292
Sarah Michaels          171,697
Pfizer Inc.          167,021
SPS Payment Systems Inc.       167,008
Helen of Troy          160,447
Parfums Givenchy, Inc.        156,570
Conair Corporation         151,603
Hairlon International Products Inc.      160,963


THE COSMETIC CENTER: Owes Creditors $71 Million
-----------------------------------------------
The Baltimore Sun reports on April 20, 1999 that The
Cosmetic Center Inc., the Columbia-based retailer that
sought bankruptcy protection late Friday, is struggling
under a debt load of $71 million.

Cosmetic Center "determined that the filing was necessary
due to the large number of underperforming stores it is
exiting," Wendi Kopsick, company spokeswoman, said
yesterday. "It's not the result of a lack of vendor support  
or inability to receive shipments. The inventory position
is strong."

The chain is closing 26 Cosmetic Centers and 90 outlet
stores that did not meet expectations, pulling out of the
Chicago and North Carolina markets entirely to stem losses
and cut operating costs. It is also firing 875 workers.

In connection with the filing, the company has a commitment
for $50 million debtor-in-possession financing from
BankBoston Retail Finance and Congress Financial Corp.,
approved yesterday by the Bankruptcy Court, Kopsick
said. The chain will also get a significant line of credit
from Revlon, she said. In addition, the company expects to
raise cash through liquidation sales, Kopsick said.

Kevin Regan, a former director of PricewaterhouseCoopers
who took over as chief executive officer Friday, said
through Kopsick yesterday that it was too soon to discuss
his strategy for the chain, which hasn't reported a profit  
since 1995. Before joining PricewaterhouseCoopers in 1996,
Regan spent 12 years at discount retailer Jamesway Corp.,
as chief financial officer, senior vice president of
finance and, later, executive vice president. He had been a
chief administrative officer for Seattle Standard, a
holding company for retailers such as Buymart, Pay and
Save, Lamonts and Northwestern Drug, as well as a chief
financial officer of Linens & Things.

Regan replaced Betsy Burton, a turnaround specialist
brought in less than a year ago. The company announced
Burton's resignation Friday, along with that of
Dwight Crawley, chief financial officer.

The company's latest financial troubles stemmed from a
merger in 1997 with Revlon Inc., which retail experts said
interrupted the flow of goods and drained the company's
profit.

The chain will continue operating 31 Cosmetic Center stores
primarily in Maryland and Virginia, and 93 Prestige
Fragrances & Cosmetics outlet stores in 27 states. Three
Maryland Cosmetic Center stores will close.


TOKYO CITY FINANCE: Creditors Forgive 209.1 B. Yen in Loans
-----------------------------------------------------------
Jiji Press English News reports on April 21, 1999 that
seventeen creditor banks have formally agreed to forgive a
total 209.1 billion yen in loans to Tokyo City Finance
Co., Seiyu  Ltd. said as the parent of the ailing nonbank
affiliate Wednesday.

Seiyu will extend up to 53.8 billion yen in fresh financial
assistance to Tokyo City Finance by the end of February
2000, the supermarket operator said. Dai-Ichi Kangyo Bank,
Tokyo City Finance's main creditor bank, will
forgive  89.6 billion yen or 79.1 pct of its claims.
Bank of Tokyo-Mitsubishi and other major creditor banks
will waive 42.8 pct  of their loan exposures to the firm.
Other creditors will give up 21.7 pct of  their loans.

The creditors will take relevant steps at the end of this
month and the end of February 2000, Seiyu said.
Katsuhiro Fujiseki, who served as Seiyu chairman until last
May and now sits on its board as a consultant, will leave
the position to take the responsibility for insufficient
oversight of the affiliate, Seiyu President Noriyuki
Watanabe said.


TOKYO CITY FINANCE: IBJ Forgives Loans
--------------------------------------
The Jiji Press English News reports on April 21, 1999 that  
the Industrial Bank of Japan said Wednesday it  
will forgive 27,762 million yen in loans to Tokyo City
Finance Co., an ailing nonbank affiliate of Seiyu Ltd.

The step is conditional on an agreement from other
creditors that the supermarket operator and the affiliate
requested to waive their loans, IBJ said.

The long-term credit bank said the loan forgiveness was
factored into its previously announced earnings projection.


TRANSAMERICAN ENERGY: Seeks Chapter 11 Protection
-------------------------------------------------     
TransAmerican Energy Corporation and its subsidiary,
TransAmerican Refining Corporation, filed a
voluntary petition in the State of Delaware for relief
under Chapter 11 of Title 11 of the United States
Bankruptcy Code.

Concurrently with this action, TransAmerican Energy is
continuing efforts to achieve a comprehensive
restructuring, including a recapitalization of  
TransTexas Gas Corporation, which filed a Chapter 11
petition on April 19, 1999. These efforts include ongoing
discussions with a group representing a majority of the
holders of TransAmerican's 11 1/2% Senior Secured Notes and
13%  Senior Secured Discount Notes, both due 2002. The
plan, which must be approved  by the Bankruptcy Court, is
intended to allow a timely and orderly  recapitalization
and is expected to be filed with the court within 30 days.


TRANSTEXAS GAS: Case Summary & 20 Largest Creditors
---------------------------------------------------
Debtor:  Transtexas Gas Corporation
         1300 North Sam Houston Parkway East
         Suite 310
         Houston, Texas

Type of business: Engaged in the exploration for and
development of natural gas, primarily in south and coastal
Texas

Court: District of Delaware

Case No.: 99-889    Filed: 04/19/99    Chapter: 11

Debtor's Counsel:  

Young Conaway Stargatt & Taylor LLP
11th Floor, Rodney Square North
PO Box 391
Wilmington, Delaware 19899-0391
(302) 571-6600


Total Assets:            $865,000,000
Total Liabilities:       $777,000,000


No. of shares of common stock         57,618,866

20 Largest Unsecured Creditors:

   Name             Amount
   ----                                             ------
Newpark Drilling        5,143,643
Dawson Production       2,806,387
Shell Western        2,232,000
Sperry Sun Drilling       2,059,904
Key Energy         1,684,790
Cody Texas LP          958,136
Golden Triangle         900,707
Control Flow          824,564
J Moss Investments         754,860
Amerada Hess Corporation        703,698
Patterson Rental Tools         700,225
Schlumberger Well       1,522,442
Newpark Processing            1,445,258
Lowell Schlumberger       1,307,692
Tanner Construction       1,285,171
Bayard Drilling        1,013,926
Security DBS          999,062
Lobo Pipeline Company         698,000
Hanson Production         675,547
Wireline & Snubbing         654,597


VOICE IT WORLDWIDE: Announces Record First Quarter Results
----------------------------------------------------------
Voice It Worldwide, Inc. (OTC BB: MEMO) today announced
results for the first quarter ended March 31, 1999,
reporting net sales of $5.7 Million and earnings of  
$627,000 or nearly 10 cents per share versus sales of $1.3
Million and a loss of $571,000 or 9 cents per share in the
quarter ended March 31, 1998.

Voice It introduced its new Mobile Dictation Recorder in
September 1998, which has allowed the Company to enter
significant new markets. The Company also entered into an
agreement with Dragon Systems, Inc. in June 1998, to supply  
Mobile Dictation Recorders for bundling with the Dragon
Systems NaturallySpeaking Mobile (TM) voice recognition
system.

"Dragon NaturallySpeaking Mobile(TM) continues to perform
very well in the marketplace," commented the C.E.O., Mr.
Alex Kumar. "Our strong sales in the fourth quarter of 1998
and the first quarter of this year were a direct result  
of the success of this product." During the first quarter
of 1999, Dragon Systems, Inc. released another product
bundled with the Voice It Mobile Dictation Recorder, Dragon
NaturallyOrganized (TM). This product interfaces  
with Symantec ACT! (TM) Personal Information Manager
software to give users a voice-controlled time and data
management system.

"To further increase our sales, we have begun to focus on
working with Value Added Resellers and transcription
companies that service professional markets, where we see
the potential for significant growth as digital voice
recording and transcription replace the manually operated
analog systems presently in use," continued Mr. Kumar.
"Those markets include legal, medical, law enforcement,
real estate and other professionals who use voice recording
and transcription extensively in their work." Voice It is
currently Beta testing its Mobile Dictation Recorder with
several professional users.

In November 1998, Voice It filed for protection under the
reorganization provisions of Chapter 11 of the Bankruptcy
Code. The Company filed its proposed Plan of Reorganization
on March 2, 1999, and intends to file an amendment by  
April 21st, 1999.

Voice It Worldwide, Inc. designs, develops and markets a
line of portable electronic devices which digitally record,
store and play voice information using solid state memory.

                   *********

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-
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
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
       
          * * *  End of Transmission  * * *