TCR_Public/990426.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     Monday, April 26, 1999, Vol. 3, No. 80


ALLTEL: Reports First Quarter Earnings
AMERICAN BANKNOTE: Announces Delay in Filing Annual Report
BOSTON CHICKEN: Seeks Approval To License Trademarks
BRANSON SIGNATURE: Court Approves Counsel
CALIFORNIA COASTAL: Court Overrules Removal of Dying Trees

CHERRYDALE FARMS: Cherry Family Regains Control
CODED COMMUNICATIONS: Trustee Needs Additional Time
CONSUMER PORTFOLIO: Annual Meeting Set For May 26
CRIIMI MAE: Receives Bid Proposals for Equity Investment
EDISON BROS: Seeks Court Approval To Close Stores

EUROWEB: Annual Meeting Set For May 21
FACTORY CARD: Committee Taps Professionals
FOAMEX: Update on Financial Information
FORCENERGY: Meeting of Creditors
FWT INC: Reports Bankruptcy Filing To SEC

GITIC: Creditors' Meeting - Assets, Liabilities Detailed  
HOME HEALTH: Interim Order and Final Hearing
LEVITZ: Investment Group Purchases Former Levitz Space
NU-KOTE HOLDING: Order Authorizes Real Estate Appraisers
PARAGON TRADE: Order Extends Exclusivity

PITTSBURGH PENGUINS: NHL To Petition Dissolution of Team
SGSM ACQUISITION: Committee Taps PriceWaterhouseCoopers
SGSM ACQUISITION: Committee Seeks To Employ Counsel
UNITED COMPANIES: Seeks Approval of Asset Transfer
ZENITH: Plan Reworked But Shareholders Still Get Zero


ALLTEL: Reports First Quarter Earnings
ALLTEL Corporation announced record first quarter results
from current businesses. Revenues grew 16 percent to $1.4
billion from the previous year; net income was up 31
percent to $167 million; and earnings per share grew 26
percent to 59 cents per share from the previous year.
Among the highlights from businesses in the first quarter:

o  Revenues and operating income for ALLTEL's wireless
business increased 21 percent and 49 percent, respectively,
from last year. This was driven by an increase in average
revenue per customer (ARPU) of 5 percent year over year, to

o  ALLTEL added 174,000 net wireless customers during the
first quarter, including 85,000 from the acquisition of the
Richmond, Va., market.

o  Revenues and operating income for ALLTEL's wireline
business increased 12 percent and 10 percent, respectively,
from last year, which include the acquisition of Standard
Group Inc. in Georgia.

o  Revenues from emerging businesses more than doubled in
the quarter over the same period last year. This was due to
growth in long-distance, competitive local exchange access,
Internet access, network management and PCS (personal
communications service)operations.

o  Revenues and operating income for ALLTEL's information
services business increased 14 percent and 10 percent,
respectively, from last year.

AMERICAN BANKNOTE: Announces Delay in Filing Annual Report
American Banknote Corporation (NYSE:ABN) announced
today that the filing of its Annual Report on Form 10-K for
the year ended December 31, 1998 has been delayed.

The Company believes that its financial statements for the
years ended December 31, 1997 and December 31, 1996, as
well as the interim financial statements for each of the
first three quarters of 1998, will require restatement if
the financial statements of its former subsidiary, American
Bank Note Holographics, Inc. are restated for the same

The Company also reported that its subsidiaries are
currently in negotiation with their lenders in Australia
and France to waive or amend certain financial covenants of
their respective loan agreements because the subsidiaries
are currently not in compliance with such covenants,
although each is current on all of its debt service

Additionally, the Company reported that its Australian
subsidiary has retained an investment advisor to assist it
in the sale of its security printing solutions business
with the expected proceeds to be used to reduce debt in
Australia.  It is anticipated that a sale could be
concluded by the third quarter of this year.

The Company's domestic subsidiary's existing revolving
credit agreement matures on April 30, 1999.  The subsidiary
is presently negotiating a new credit facility with another
financial institution.

The Company also reported that it has retained The
Blackstone Group to explore strategic alternatives with
respect to improving its capital structure, including a
debt restructuring and/or a sale of certain assets to
reduce its debt.  The recent currency devaluation of the
real in Brazil has adversely affected the amount of
dividends available in U.S. dollars to the Company
from its Brazilian subsidiary.  In addition, the previously
announced restructuring of the Company's domestic printing
subsidiary has reduced cash flow available for dividends to
the Company from that subsidiary. These events may have an
adverse affect on the Company's ability to meet all
of the required interest payments due June 1, 1999 on its
outstanding debt securities.  

There can be no assurance that the Company's subsidiaries
will be able to execute amendments or waivers to the loan
agreements or a new credit agreement or finalize a sale of
the security printing solutions business in Australia.
In addition, there can be no assurance that the Company
will be able to improve its capital structure through a
debt restructuring or asset sale.

The Company has also disclosed that the Securities &
Exchange Commission has initiated a formal investigation
involving the Company that appears to relate to the revenue
recognition issues involving its former subsidiary,
American Bank Note Holographics, Inc. (NYSE:ABH).  The
Company is cooperating with the investigation.

BOSTON CHICKEN: Seeks Approvla To License Trademarks
Boston Chicken, Inc. (OTC BB) announced that it has filed a
motion with the United States Bankruptcy Court in the
District of Arizona seeking approval to license Boston
Market trademarks to the H. J. Heinz Company (NYSE: HNZ)
for the manufacture and sale of packaged grocery food
products solely to the retail trade. H. J. Heinz Company
will have no ownership nor be involved in operating Boston
Chicken's restaurant business. Boston Chicken maintains all
rights and ownership regarding the operation of their
restaurants. Under the agreement Heinz would pay Boston
Chicken an undisclosed royalty fee based on retail sales.

Heinz said that research showed that the Boston Market food
brand has broad consumer appeal and would be welcomed by
shoppers seeking convenient, premium, homestyle foods.
Heinz also said that if the license is approved, it would
expect to test the concept in retail stores later in the

ABOUT HEINZ: With sales approaching $10 billion, H. J.
Heinz Company is one of the world's leading food processors
and purveyors of nutritional services. Its 50 affiliates
operate in some 200 countries, offering more than 5,000
varieties. Among the company's famous brands are Heinz,
StarKist, Ore-Ida, 9-Lives, Weight Watchers, Wattie's,
Plasmon, Farley's, The Budget Gourmet, Rosetto, Bagel
Bites, John West, Petit Navire, Ken-L Ration, Kibbles 'n
Bits, Pup-Peroni, Nature's Recipe, Orlando, Olivine, and

BRANSON SIGNATURE: Court Approves Counsel
The US Bankruptcy Court for the District of Nevada entered
an order on April 2, 1999 authorizing the debtor, Branson
Signature Resorts, Inc., a Nevada corporation; Advanced
Gaming Technology, Inc., a Wyoming corporation to employ
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro
as corporate counsel.

CALIFORNIA COASTAL: Court Overrules Removal of Dying Trees
On April 19, 1999, California Coastal Communities,
Inc., (NASDAQ:CALC) announced that on April 16, 1999, in a
ruling adverse to the Company, the California Court of
Appeal overturned the August 1997 judgment of the trial
court in litigation over removal of six acres of
dying eucalyptus trees within the Company's master-planned
community on Warner Mesa. The appellate court ruled that,
under the Coastal Act, the California Coastal Commission
should not have allowed the relocation of this raptor

California Coastal Communities' President and CEO, Raymond
J. Pacini, responded: "We are obviously disappointed by the
Court of Appeal's decision. However, our master-planned
community on the remaining 200 acres of Warner
Mesa is unimpeded by this court's decision. We will present
a modified plan to the Coastal Commission as soon as
possible and our goal is to start infrastructure
construction by the end of this year."

Mr. Pacini also stated,  " There is a serious housing
shortage in Orange County and Southern California which is
exacerbated by litigation delays such as this. We have
trouble understanding how six acres of dying habitat is
preferable to our plan for an enhanced 21-acre replacement
habitat.  Nevertheless, we will continue to pursue the
Company's constitutional right to reasonably develop this

Lucy Dunn, Executive Vice President of Hearthside Homes,
Inc., the land development and homebuilding subsidiary of
California Coastal Communities, Inc., stated, "Despite the
Court's ruling, we believe that the Coastal Commission and
the Company properly balanced environmental concerns with a
responsible development plan. We anticipate the Commission
will once again approve modifications to the plan which
satisfy the court, protect the environment, and allow the
Company to reasonably develop its property for a new
community of homes, parks and trails which have been long
awaited by the public."

While the Company expects to complete the Coastal
Commission process and commence infrastructure construction
on Warner Mesa by the end of 1999, there can be no
assurance in that regard, or that further litigation or
administrative delay will not result.

The Company is a residential land development and
homebuilding company.

CHERRYDALE FARMS: Cherry Family Regains Control
Five years after selling majority interest in the company,
the Cherry family has returned to Cherrydale Farms, this
time to rescue the company from the brink of liquidation.
Cherrydale - one of the nation's oldest and largest
fundraising companies, based in eastern Pennsylvania -
filed for protection under Chapter 11 of the Federal
Bankruptcy Code on March 15, 1999. The Cherrydale buy-back
plan was finalized yesterday in US Bankruptcy Court in
Delaware, with family members Ross Cherry and Richard
Toltzis leading an investor group and management team that
purchased all non-manufacturing assets of the company,
including company facilities in Michigan and Texas, and its
retail division, Haddington Farms.

According to Cherry, Cherrydale Farms helps schools raise $
66 million annually - more than $ 1.5 billion throughout
the company's history. When the company's recent cash
position threatened to interrupt orders and stop the flow
of profit to school customers, the Cherry family infused
its own money to permit the company to continue to fulfill
orders to schools. Cherrydale Farms is one of the nation's
leading suppliers of fundraising programs and products to
schools and organizations. Product offerings range from
gift wrap to licensed Crayola and Pepsi brand items to the
company's renowned chocolates and confections. According to
the management team, the famous Cherrydale recipes remain
intact and will live on through its new manufacturing
partner, Consolidated Brands in Altoona, PA. Consolidated
Brands is a well-respected confectioner, currently maker of
both the Boyer's and Barton's Candies lines.  Cherrydale
management has purchased equity in Consolidated to ensure
the Cherrydale line will continue to be made true to time-
honored recipes and stringent quality standards. Ross
Cherry and Richard Toltzis represent the fourth generation
of the family that lent its name and leadership to the
hallmark company. The management team they now lead is
virtually identical to the one in place in 1994, the height
of the company's success.

CODED COMMUNICATIONS: Trustee Needs Additional Time
Michael B. Joseph, Chapter 7 Trustee of Coded
Communications Corporation, et al., debtor, seeks an
extension of sixty days, through June 25, 1999, of the time
within which the Trustee  must move to assume or reject
executory contracts or unexpired leases of nonresidential
property.  The Trustee is in the initial stages of
liquidating the debtor's property, and it is in the best
interest of the debtor's creditors and parties in interest
that the assets be preserved, including any value that may
be in executory contracts and unexpired leases.

CONSUMER PORTFOLIO: Annual Meeting Set For May 26
The annual meeting of the shareholders of Consumer
Portfolio Services, Inc. will be held at 10:00 a.m., local
time, on Wednesday, May 26, 1999 at the Company's offices,
16355 Laguna Canyon Road, Irvine, California for the
following purposes:

1) To elect the Company's entire Board of Directors for a
one-year term.

2) To approve the issuance of a warrant initially
exercisable to purchase 1,335,000 shares of common stock.

3) To ratify the appointment of KPMG Peat Marwick LLP as
the Company's independent auditors for the fiscal year
ending December 31, 1999.

CRIIMI MAE: Receives Bid Proposals for Equity Investment
CRIIMI MAE Inc. (NYSE: CMM) has received several proposals
for private equity investments from major financial
institutions. Such investments would be part of a plan of
reorganization under which the company could emerge from
bankruptcy. An invitation will be extended to the most
promising bidders to proceed with further due diligence
activities leading to the submission of final

On October 5, 1998, CRIIMI MAE and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.
Before filing for reorganization, CRIIMI MAE had been
actively involved in acquiring, originating, securitizing
and servicing multifamily and commercial mortgages and
mortgage related assets throughout the United States. Since
filing for Chapter 11 protection, CRIIMI MAE has suspended
its loan origination, loan securitization and CMBS
acquisition businesses. The company, however, continues to
hold a substantial portfolio of subordinated CMBS and,
through its servicing affiliate, acts as a servicer for its
own as well as third party securitizations.

EDISON BROS: Seeks Court Approval To Close Stores
Edison Brothers Stores, which filed for Chapter 11
bankruptcy protection on March 9, has filed a motion
seeking  bankruptcy court approval to conduct store closing
sales in approximately 675  of its Riggings and JW/Jeans
West menswear and Wild Pair footwear stores.  The company
is also asking the court to approve the sale of its
Princeton, Ind.  distribution center to DSL Transportation
Services for $6.1 million.

Edison received no acceptable offers for the purchase of
Riggings, JW/Jeans West and Wild Pair by an April 9
deadline.  As a result, the company is seeking approval to
close stores in the three chains and to accept a joint bid
from The  Ozer Group LLC, Schottenstein Bernstein Capital
Group LLC, Hilco/Great American  Group and the Nassi Group
LLC to conduct the merchandise liquidation sales.   Under
the terms of the joint bid, Edison would receive
approximately 27.0  percent of the estimated $167.0 million
retail value of the merchandise.

To enable Edison to obtain the highest and best price for
its inventory, competitive liquidation bids will be
accepted on April 26. The company expects the court to make
a final ruling on the liquidation bids at a hearing on
April 29, with clearance sales to start the following day.  
Most employees of the affected chains will have
opportunities to continue to work during the merchandise
clearance sales, which will continue for approximately six
weeks to 10 weeks, depending on the chain.

The company is considering offers for its remaining chains
-- Coda, 5-7-9 Shops and Bakers -- and expects to submit
motions to sell or liquidate those units for court approval
in the near future.  As previously announced, Edison has
already signed a letter of intent to sell its Repp Ltd Big
& Tall menswear stores and Repp By Mail catalog operations
to J. Baker for approximately $33.0 million.

Edison Brothers Stores Inc. operates Bakers and Wild Pair
footwear stores; 5-7-9 junior apparel stores; Riggings, JW,
Coda and Repp Ltd. Big & Tall menswear stores; and Repp By
Mail men's catalog.  The company has nearly 1,500 stores in
the United States, Canada, Puerto Rico and the Virgin

EUROWEB: Annual Meeting Set For May 21
The Annual Meeting of Stockholders of EuroWeb International
Corp., a Delaware corporation will be held at 10:00 A.M. on
May 21, 1999 at the offices of Cohen & Cohen, 445 Park
Avenue, New York, New York 10022.

1.  To elect five directors of the Company to serve until
the 1999 Annual Meeting of Stockholders or until their
successors have been duly elected and qualified.

2. To vote upon a proposal to amend the Company's 1993
Incentive Stock Option Plan to increase the number of
shares of the Company's common stock available thereunder
from 350,000 shares to 670,000 shares for use as incentive
awards to certain key employees, directors and consultants.

3. To ratify the appointment of BDO Seidman, LLP, as
auditors of the Company for the fiscal year ending December
31, 1999;

and to transact such other business as may properly come
before the Meeting and any adjournment or postponement
thereof. The Board of Directors is not aware of
any other business to come before the meeting.

FACTORY CARD: Committee Taps Professionals
The Official Committee of Unsecured Creditors of Factory
Card Outlet Corp. and Factory Card Outlet of America Ltd.
seeks to employ and retain PriceWaterhouseCoopers LLP as
accountants and financial advisers for the Committee.

The firm will, among other things, advise and assist the
Committee in examining and analyzing the debtors' financial
affairs; in developing and negotiating any plan of
reorganization; in reviewing business plans; regarding
reorganization tax issues; attend hearings, render expert
testimony; reviewing DIP financing.

PriceWaterhouseCooper's current hourly rates range from
$550 per hour for partners and directors to $135 per hour
for paraprofessionals.

The Committee is also seeking court approval for the
employment and retention of Otterbourg, Steindler, Houston
& Rosen PC.  Among other things, the firm will assist and
advise the Committee in its consultation with the debtors
relative to the administration of the Chapter 11 cases,
will attend meetings and negotiate with the representatives
of the debtors; will assist and advise the Committee in its
examination and analysis of the conduct of the debtors'
affairs; will review and analyze any plan, prepare motions,
and appear in court when necessary.

The firm will charge its current hourly rates which range
from $455 per hour for partner to $135 per hour for

FOAMEX: Update on Financial Information
On April 16, 1999  Foamex International Inc. (Nasdaq: FMXI)
provided an update on financial information for the fourth
quarter and year-ended December 31, 1998, subject to
completion of the audit process by              
PricewaterhouseCoopers L.L.P., the Company's independent
auditors. The information provided today supplements the
preliminary unaudited financial information provided on
March 16, 1999. The Company stated that final audited
results could differ and added that the filing of the Form
10-K for fiscal year 1998 for the Company and its
subsidiaries will occur upon completion of the audit.
The Company expects to complete the audit as soon as
possible and is reviewing the possibility that actions
taken  in the fourth quarter may result in restating the
three prior quarters of 1998.

The Company expects EBITDA to be approximately $105.0
million in fiscal year 1998 versus a previous preliminary
estimate of $125.0 million. The Company had EBITDA of $98.2
million in fiscal year 1997. The Company expects to have
negative EBITDA of approximately $23.0 million in the
fourth quarter of 1998 versus a previous preliminary
estimate of negative $3.5 million. The Company had EBITDA
of $4.1 million in the fourth quarter of 1997.

Foamex expects to report final results for the fourth
quarter and fiscal year 1998 during the week of April 19th
and intends to hold a conference call for the financial
community thereafter.  The Company's subsidiaries amended
their credit agreements in March 1999 to, among other
things, adjust financial covenants taking into account
preliminary estimates of operating results for the fourth
quarter of 1998. Based on the information available today,
the Company's subsidiaries are no longer in compliance with
such amended covenants, and the Company's subsidiaries have
each obtained a waiver through May 5, 1999 of such
financial covenants in order to enable them to negotiate
further amendments. The Company has commenced discussions
with its lenders to amend these covenants in its credit
agreements.  However, there can be no assurance that the
Company will be able to obtain the necessary amendments.  
The Company may be required to reclassify its bank debt and
senior subordinated notes from long-term debt to current
liabilities. If, however, the Company is able to amend the
relevant covenants in its bank agreements, it may
be able to reclassify the liabilities as long-term debt.
However, there can be no assurance that the Company will be
able to obtain the necessary amendments.  In addition, the
Company may need to incur a non-cash book write-off of
certain deferred tax assets of the Company totaling
approximately $65.0 million, which would be reflected as
additional income tax expense during 1998. The Company
emphasized that these deferred tax assets would still be
available to reduce future taxable income.

Foamex, headquartered in Linwood, PA, manufactures and
markets flexible polyurethane and advanced polymer foam
products in North America.

FORCENERGY: Meeting of Creditors
A Chapter 11 bankruptcy case was filed on March 21, 1999
concerning the debtor corporations Forcenergy Inc. and
Forcenergy Gas Exploration, Inc.  Attorney for the debtor
is Jan Marie Hayden, 650 Poydras Street, Suite 2500, New
Orleans, LA 70130.  A meeting of creditors will take place
on May 21, 1999 at 1:00 PM, 500 Camp Street, Room C-552,
New Orleans, LA 70130.

FWT INC: Reports Bankruptcy Filing To SEC
In a current report, FWT, Inc. reports to the SEC that it
filed its voluntary petition for bankruptcy protection
under Chapter 11 of the United States Bankruptcy Code in
order to facilitate an orderly reorganization of the
Company's financial structure and enable the Company to
emerge from bankruptcy as a viable operating company. Prior
to such filing, the Company was in discussions with an
unofficial committee of holders of the Company's $105
million of 9 7/8% Senior Subordinated Notes concerning the
Company's financial condition and the need to reorganize
the Company's debt structure. The Company believes that it
currently has adequate cash and working capital in order to
operate its business and meet its customers' orders.

By filing the Bankruptcy Petition, the Company hopes it
will be able to quickly negotiate a restructuring with the
holders of the Notes as well as the Company's other
creditors. The Company continues its attempts to locate a
new secured lender to replace its current secured lenders.
The Company believes it has reached an agreement with
Bankers Trust Company and BT Commercial Corporation (the
"Lenders") for the orderly repayment of all amounts owing
under the Credit Agreement dated as of November 12, 1997
(the "Facility") with such parties. The current amount due
under the Facility is approximately $1.22 million. This
agreement with the Lenders is subject to execution of an
agreed order by the Company and the Lenders as well as
approval by the bankruptcy court of such an agreed order.

GITIC: Creditors' Meeting - Assets, Liabilities Detailed  
The BBC Asia Pacific Political reports on April 22, 1999
that the text of report by the Chinese news agency Zhongguo
Xinwen She Guangzhou, 21st April: Presided over by the
Guangzhou Intermediate People's Court, creditors of the
Guangdong International Leasing Company and the Guangxin
Enterprise Development Company, two subsidiaries of the
Guangdong International Trust and Investment Corporation
{GITIC}, held their first separate meetings on the morning
and afternoon of 21st April. A total of 69 creditors from
at home and abroad as well as the liquidation committee,
the intermediary organs, and officials of the two bankrupt
companies attended the meetings.

In accordance with the law, the court declared the two
companies bankrupt on 16th January this year. Now that the
90-day period for creditors to file claims has passed, the
city court therefore convened the meetings in accordance
with the bankruptcy law, which stipulates that
the "People's Court shall convene the  first creditors
meeting within 15 days after the expiration of the period
for  creditors to file claims".

Because there are many creditors, because the amount of
claims is large, and because the case is quite complicated,
the first meetings were merely a gathering of creditors who
filed claims. The confirmation of the amount of  
claims and the disposal and distribution of bankrupt assets
will be handled in  future creditors meetings.

At the morning session, the city court first gave a report
on the court  proceedings on the hearing of the two
enterprises' bankruptcy cases. As wholly owned subsidiary
companies of the GITIC, the Guangdong International Leasing  
Company and the Guangxin Development Enterprise were
closed and underwent  liquidation for three months from
late 1998 to early 1999. The two companies filed bankruptcy
petitions to the court on 11th January this year. After  
hearing the bankruptcy petitions, the court adopted
effective measures to  protect their assets, including
swiftly setting up files and forming  liquidation
committees to take over the bankrupt enterprises in
accordance with  the law. The court indicated
that it would publicly, fairly, and justly try  this case
in accordance with the principle of treating all creditors
of the two  enterprises equally in handling their claims,
regardless of whether they come  from China or abroad.

Through liquidation, the Guangdong International Leasing
Company's total assets stand at 1.64bn yuan against its
total liabilities of 1.487 billion yuan. As of 16th April
1999, 57 creditors from at home and abroad had filed
claims totalling 2.21bn yuan. Three of the creditors are
from abroad with claims amounting to 62.91m yuan. The
Guangxin Development Enterprise's total assets stand at
722m yuan against its total liabilities of 769m yuan. As of  
16th April 1999, 14 creditors from at home and abroad had
filed claims totalling 1.224 billion yuan. One of the
creditors is from abroad, with claims  amounting to 17.56m
yuan. After making an initial examination of the  
credentials of the creditors, the court appointed, in
accordance with the law,  the Yangzhou Branch of the Bank
of China, the Tianhe Branch of the Guangzhou  Commercial
Bank, and three other creditors as members of the
steering committee  of the creditors meeting for the
bankruptcy case of the Guangdong International  Leasing
Company. It also appointed the Guangdong Provincial Branch
of the Bank of China, the Guangdong Development Bank, and
one other creditor as members of  the steering committee of
the creditors meeting for the bankruptcy case of the  
Guangxin Development Enterprise.

At the creditors meetings, the liquidation committee gave a
report on the books of the bankrupt enterprises, the assets
that have a good chance of being recovered, and the cash
income and expenditure after bankruptcy, adding that  
notices had been sent out to the two enterprises' debtors
asking them to repay  their debts. At the same time, the
liquidation committee also gave a briefing on the principle
governing the disposal of the assets for cash
realization. The committee is using primarily the method of
liquidating assets through public sale or negotiated
transfer when public sale is not appropriate. The  
liquidation committee is entrusting the intermediary organs
to handle specific  matters related to the disposal of
assets for cash realization. The committee has hired KPMG
Huazhen Public Accounting Office as the leading
intermediary to  assist in the liquidation, and it has also
hired the Junxin and Zaishida {name  as transliterated}
Legal Office to handle legal affairs at home and abroad. In  
the future, the committee will commission other
intermediary organs, such as  assets appraisal and
auctioning agents, to take part in related work when  

After the creditors meetings, the city court handed out the
"liquidation  reports" and the "list of claims filed" to
the participating creditors. It emphasized that the court
would guide and supervise the liquidation committees in
carrying out the liquidation work in an open, fair,
and just way to  earnestly protect the legitimate rights
and interests of all creditors. It indicated that it would
hold creditors meetings from time to time based on the  
development of the case and the progress of the
liquidation work.

HOME HEALTH: Interim Order and Final Hearing
On April 16, 1999, the US Bankruptcy Court for the District
of Delaware entered an interim order approving the
settlement regarding Bruce J. Feldman's claims and
retention as consultant fort he debtors.

The motions of the debtors, Home Health Corporation of
America, Inc., et al. sees the court's approval of a
stipulation between the debtors, the debtors' lenders, the
Official Committee of Unsecured Creditors and Bruce J.
Feldman.  The stipulation provides that effective April 1,
1999, Feldman will be deemed to have resigned as an officer
and director of the debtors and as Chairman and member of
the Board of Directors of the debtor, Home Health
Corporation of America, Inc. and from his position as an
officer and director of every corporation that is a general
partner of any of the debtors.  

Provided Feldman does not breach his obligations under the
stipulation, he will receive a salary and other benefits
that would otherwise be payable to him under the employment
agreement August 31, 1999 and reimbursement of legal fees
up to $5,000. In addition, Feldman will not interfere with
debtors' operations or management and shall provide, until
September 1, 1999, information on an as-needed basis so
that the transition in the debtors' management will not be
disruptive.  The stipulation is a final resolution of any
and all claims Feldman may have against the debtors.  The
debtors, the Creditors' Committee and the lenders have
agreed to limit the recovery against Feldman in any future
litigation that may be instituted against Feldman under
certain circumstances.  A Final hearing on the motion will
be held on May 19, 1999.

LEVITZ: Investment Group Purchases Former Levitz Space
The Denver Post reports on April 20, 1999 that             
Sixth Avenue West LLC, an investment group headed by Gart
Properties and  Elkco Properties, has bought buildings in
Lakewood and Colorado Springs that were formerly owned and
occupied by the Levitz Furniture Store chain.

The 155,000-square-foot building at 11111 W. Sixth Ave. in
Lakewood served as a distribution center and retail store
for Levitz. It will accommodate users needing 10,000 to
155,000 square feet, said Tom Gart.

The Colorado Springs property at 5655 S. Academy Blvd. is
40,000 square feet of retail space.

NU-KOTE HOLDING: Order Authorizes Real Estate Appraisers
The US Bankruptcy Court for the Middle District of
Tennessee, Nashville Division, entered an order authorizing
the employment and retention of Norman E. Hall and Norman
hall & Associates as real estate appraisers for Nu-Kote
Holding, Inc. and its affiliates.

PARAGON TRADE: Order Extends Exclusivity
By the seventh motion, the debtor seeks another thirty plus
thirty-day extension of its Exclusive Periods, ultimately
through and including June 19, 1999 and August 19, 1999,
respectively.  The debtor states that since the entry of
the third stipulation granting the prior extensions, the
debtor has reached settlements with both Kimberly-Clark
Corporation and The Procter & Gamble Company.  Such
settlements are subject to approval by the court.  The
parties are also now engaged in negotiations regarding the
anticipated plan of reorganization.  In order to assure
continued focus on the ongoing negotiations, the court
entered an order extending the time period within which the
debtor shall have the exclusive right to file a plan
through and including May 19, 1999.  If there are no
objections (by the Creditors' Committee, the Equity
Committee, K-C or P&G, the plan exclusive period and the
solicitation exclusive period shall automatically be
further extended to June 19, 1999 and August 19, 1999.

PITTSBURGH PENGUINS: NHL To Petition Dissolution of Team
The National Hockey League, in a move that is seen as an
attempt to speed up the lagging progress toward complete
team financial reorganization, is expected to seek
permission today to dissolve the Pittsburgh Penguins
franchise, according to the Pittsburgh Post-Gazette. If the
NHL's request is approved, the league could impose a strict
reorganization deadline to alleviate uncertainty over the
1999-2000 hockey schedule, and some insiders say that U.S.
Bankruptcy Judge Bernard Markovitz, who has indicated his
displeasure at the slow speed with which the case is
progressing, will likely approve the league's request. The
NHL has indicated that without a final reorganization plan
by July, the Penguins may not play during the coming
season. Former Penguin Mario Lemieux and Florida investment
banker Chip Gesner have been working on two separate
proposals for reorganization, but neither proposal has
resolved the issue of the cost of the team's lease to play
at the Pittsburgh's Civic Arena, which has been estimated
to receive between $6 and $7 million in hockey revenues
annually under the current lease. Both reorganization
proposals call for the lease to either be cancelled or
renegotiated. The deadline for filing objections to
Lemieux's plan is today, and a hearing is scheduled for
next Friday. "Everybody's moving, everybody's talking,"
said Stephen Leeper, executive director of the  Public
Auditorium Authority, the city-county agency that owns the
arena. "It's just that those talks aren't happening in view
of the public."(ABI 23-Apr-99)

SGSM ACQUISITION: Committee Taps PriceWaterhouseCoopers
The statutory Creditors' Committee of SGSM Acquisition
Company, LLC seeks authority to employ Ernst & Young LLP as
its financial advisors.

Specifically, the firm will review the pending sale of six
of the debtor's stores, including the value of the assets
to be sold; conduct a financial investigation, in order to
substantiate the financial position of the debtor, review
the debtor's business plans, cash flow projections, down
sizing plans  to assess the viability of the continuing
operations of the debtor; review financial statements, the
debtor's real estate portfolio, the debtor's tax position,
and advise and assist the Committee in determining the
appropriate capital structure for the debtor on a
reorganized basis, including corporate organizational
structure, potential mergers, divestitures, the sale or
other disposition of assets, the issuance and sale of
securities, publicly or privately; and advise and assist
the Committee in developing a plan if necessary and
liquidation analyses, and attend meeting or court hearings
if necessary.

SGSM ACQUISITION: Committee Seeks To Employ Counsel
The Official General Unsecured Creditors' Committee seeks
to retain and employ Pepper Hamilton LLP and Heller,
Draper, Hayden & Horn LLC to serve as co-counsel for the

UNITED COMPANIES: Seeks Approval of Asset Transfer
United Companies Financial Corporation, et al, seeks court
approval of the transfer of certain assets related tot he
home equity loan origination operations of United Companies
Lending Corporation(R) which are operated under the trade
name UC Lending(R), to Aegis Mortgage Corporation, or any
competing higher bid.  The Business is unprofitable in the
current environment, and its continued operation threatens
to significantly impair the value of the debtors' remaining
enterprises and assets.  Its condition leaves the debtors
with only two viable options - to sell the assets or shut
down the business.  The debtors have determined that a
quick sale of the assets of the business is preferable to a
shut down.  The purchaser proposed to acquire 126 of the
151 branch locations involved in the business, and the
debtors are taking steps to close the other 25 locations.  
The agreement requires the payment by the purchaser of
$10.5 million.  The agreement provides for a closing date
of no later than June 4, 1999.

ZENITH: Plan Reworked But Shareholders Still Get Zero
Zenith Electronics Corp. made a number of disclosures
concerning the progress of its pre-packaged bankruptcy plan
of reorganization in paperwork filed with the Securities
and Exchange Commission. As before, the filing concludes
that Zenith shareholders will receive no distribution under
the plan.  (The Daily Bankruptcy Review and ABI Copyright c
April 23, 1999)

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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.  

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