TCR_Public/990610.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, June 10, 1999, Vol. 3, No. 111


ARBOR COMPUTER: Case Summary & Largest Creditors
BRUNO'S: HSBC Objects To Exclusivity Extension
COLUMBIA ENERGY: NiSource Bid is Worth the Premium                                    
CRIIMI MAE: Certain Creditors To Assist With Reorganization Plan
DAILEY INTERNATIONAL: Files Plan of Reorganization

DANA PERFUMES: Case Summary & 20 Largest Unsecured Creditors
EQUALNET: Subsidiary To Merge/Change Name
HARNISCHFEGER: Former CEO Sold Shares Before Bankruptcy Filing
HARNISCHFEGER: Taylor Continued To Sell Company As Stock Fell
HOMELAND HOLDING: Annual Meeting Last Day In June

KING WEI: Involuntary Petition Filed
LOEHMANN'S: Court Approves $75 Million DIP Financing
LOEWEN: Taps Wasserstein Perella As Financial Advisors
MOBILMEDIA CORP: April Financial Figures Show Continuing Losses
PAYLESS CASHWAYS: Will Freeze Pension Plan

PITTSBURGH PENGUINS: Judge To Rule on Landlord
RENAISSANCE COSMETICS: Case Summary & 20 Largest Creditors
RESI ACQUISITION: Case Summary & Largest Creditors
TEXFI INDUSTRIES: 1999 Survival With Forbearance Agreement
TOLLYCRAFT YACHT: Uphill Struggle But Company Remains Optimistic

TRI-LITE: Common Shares Will Begin Trading Today
TWA: Union Poised To Reject TWA Offer
UNDERWATER WORLD: Acquired by Local Businessman
UNITED COMPANIES: Completes Sale Of Lending Platform
WEATHERVANE STORES: Climb Back From Bankruptcy

WESTMORELAND COAL: Management Wins Out, Their Nominees Elected
WILLCOX & GIBBS: Trade Claims To Receive Payment Under Plan


ARBOR COMPUTER: Case Summary & Largest Creditors
Debtor:  Arbor Computer Corporation
         25 Walpole Park South
         Walpole, MA 02081

Court: District of Massachusetts

Case No.: 99-14819   Filed: 06/07/99  Chapter: 11

Debtor's Counsel:  
Harold B. Murphy, Esq.
Hanify & King, PC
One Federal Street
13th Floor
Boston, MA 02110                  

20 Largest Unsecured Creditors:

   Name                                  Amount
   ----                                  ------         
Ingram Micro Inc.                    1,670,497
Wyle Electronics                     1,182,311
Acer America                         1,168,987
Ingram Micro                         1,022,665
All Components Inc.                    993,112
BJC Electronics Inc.                   560,811
Acer Peripherals America               542,244
Astra Data Inc.                        472,636
Aopen America                          468,420
Reflex International                   454,911
Microsoft Corporation                  385,600
Tech Data Corp                         362,074
Synnex Information                     306,058
Enlight Corporation USA                302,306
ATI Technologies Inc.                  271,360
Merisel Americas                       271,009
Synnex Information Tech                268,569
Shuttle Computer Int'l                 264,686
Microl Warranty Services               242,281
Multitech Systems                      219,929

BRUNO'S: HSBC Objects To Exclusivity Extension
HSBC objects to the Debtors' fourth request for more time to file
a plan, asserting that the factual basis for their request is
false.  There were no meetings among the Debtors, the Committee
and the Senior Lenders at which the terms of a plan of
reorganization were discussed and negotiated. Rather, on May 17,
1999, the Debtors' delivered a draft plan marked "for discussion
purposes," which was not accompanied by a disclosure statement.  
The Debtors' suggestion that they could have filed a fully
consensual plan on May 14, 1999, is simply not true, HSBC says.  

In camera, with a request to file the documents under seal, HSBC
provides Judge Robinson with copies of various term sheets, the
draft plan, and the draft disclosure statement only recently
delivered to Committee counsel.  

Importantly, HSBC indicates, the Debtors' proposed plan abandons
all claims related to the LBO and grants releases to the target
defendants.  Those claims should be placed in a trust, HSBC
suggests, for the benefit of creditors.  

The Debtors' assertion that the disruption caused by the filing
of the Examiner Motion has no merit, HSBC contends.  
Disagreements with creditors is insufficient to find that cause
exists maintaining a debtor's exclusive periods.  In re Southwest
Oil Co. of Jourdanton, Inc., 84 B.R. 448, 452 (Bankr. W.D. Tex.
1987).  The Debtors' arguments are illogical, unfounded
smokescreens, HSBC charges.  

The Debtors' real motivation, HSBC suspects, is to use their
exclusive periods as a sword to force creditors to acquiesce to
an unfair plan and as a shield to protect potential third-party

Termination of the Debtors' exclusive periods, thereby allowing
other parties-in-interest to propose competing plans of
reorganization, HSBC suggests, will foster negotiations that will
propel these cases to a conclusion. All Seasons Indus., Inc., 121
B.R. 1002 (Bankr. N.D. Ind. 1990)(Denial of exclusivity does
not sound "death knell for debtors' reorganization").  
Accordingly, HSBC asks Judge Roninson: terminate exclusivity now.  

Making it clear to Judge Robinson that HSBC holds a minority
view, the Committee lends its support to the Debtors' request
that exclusivity be maintained and extended. Mooting HSBC's
exclusivity-related arguments, the Debtors filed their Plan of
Reorganization with the Court.

COLUMBIA ENERGY: NiSource Bid is Worth the Premium
NiSource's $5.7 billion bid for Columbia Energy, if successful,
represents a triple play for NiSource, said Senthil Muthiah,
analyst for Group IV, a strategy consulting firm that publishes
"The Energy Service Provider: How Much is it Worth?"

"In one transaction, NiSource would achieve significant market
power by becoming one of the largest natural gas companies in the
country while gaining all the benefits associated with
clustering," said Muthiah.  "Additionally, they would acquire
Columbia's portfolio of non-regulated energy businesses. This
combination of benefits is well worth the premium it offered for
the company." NiSource's $5.7 billion cash offer was a 31%
premium over Columbia's 20-day average closing price.
"Whether or not Columbia accepts the deal, this offer serves as a
tribute to the efforts of Columbia's management, which has taken
it from Chapter 11 to a model provider of services in the energy

Group IV Inc. is a Phoenix-based consulting, research and
publishing firm specializing in strategic and operational matters
for global telecommunications, utility and Internet companies.
Group IV is recognized for its expertise in bottom-line and
valuation issues, new service development, customer retention,
relationship development and market research. It publishes an
acclaimed series of service provider valuation reports which have
received endorsements from a variety of financial and industry
experts, including "The Energy Service Provider: How Much is it
Worth?" -- the latest in the series. For information on
this report, or to contact Group IV, visit its web site at

CRIIMI MAE: Certain Creditors To Assist With Reorganization Plan
CRIIMI MAE Inc.  together with its consolidated  subsidiaries, is
a fully integrated  commercial mortgage company structured as a  
self-administered real estate  investment  trust  ("REIT").  On
October 5, 1998, CRIIMI MAE (unconsolidated) and two of its
consolidated operating subsidiaries, CRIIMI MAE Management, Inc.,  
and CRIIMI MAE Holdings II, L.P.filed for relief under  Chapter
11 of the U.S.  Bankruptcy Code in the United States Bankruptcy
Court for the District of Maryland, Southern Division in
Greenbelt, Maryland.

In addition to the two operating subsidiaries which filed for
Chapter 11 protection with the company, Criimi Mae owns 100% of
multiple financing and operating subsidiaries as well as various
interests in other entities which either own or service mortgage  
and  mortgage-related  assets.  None of the non-debtor affiliates  
has filed for bankruptcy protection.

Criimi Mae indicates it is working diligently toward the
preparation of a plan of reorganization.  The Bankruptcy Court
has granted the motion to extend the company's exclusive right to
file a plan of reorganization through August 2, 1999 and to
solicit acceptances thereof through October 3, 1999.  The company
significantly reduced the number of employees in its originations
and underwriting operations in October 1998, but has retained key
employees in each of these operational areas.  In connection with
these reductions, the company closed its five regional loan
origination and underwriting  offices, retaining  only  a  core  
presence  in Rockville, Boston, Houston, Chicago and San

The company, for its entire operations, has reported a net income
for the first quarter of 1999, before payment of preferred stock
dividends, of $14,820,483 on revenues of $56,226,280.  During the
same period in 1998 the net income shown was $13,895,428 on
revenues of $42,479,258, also before payment of dividends to
preferred stockholders.

While Criimi Mae and its two subsidiaries are under the
protection of Chapter 11 of the Bankruptcy Code the company is
authorized to manage its respective properties and operate its
respective businesses.  During the course of the Chapter 11
cases, the debtors will be subject to the jurisdiction and  
supervision of the Bankruptcy  Court.  The United States Trustee
has  appointed an official  committee of unsecured creditors
in the Criimi Mae case, an official committee of unsecured
creditors in the Management case and an  official  committee  of  
equity security holders in the Criimi  Mae case.  The committees
are expected to participate in the formulation of the plans of
reorganization for the respective debtors. The debtors are
required to pay certain expenses of the committees, including  
professional fees as designated by the Bankruptcy Court.

DAILEY INTERNATIONAL: Files Plan of Reorganization
On May 28, 1999, Dailey International, Inc. (the "Company")
announced that the Company and certain of its subsidiaries filed
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"). The petitions seek
Bankruptcy Court approval to implement a financial restructuring
in accordance with a Joint Plan of Reorganization (the "Plan")and
a related Disclosure Statement, which were also filed with the
Bankruptcy Court on May 28, 1999. In addition to the
approval of the Bankruptcy Court, the Plan is subject to
receiving the approval of the requisite number and amount of
certain of the Company's creditors.

The filing of the Plan was contemplated by the previously-
announced acquisition agreement (the "Acquisition Agreement"),
dated May 21, 1999, among the Company, certain of its
subsidiaries and Weatherford International, Inc. ("Weatherford").
Under the Acquisition Agreement, the Company's outstanding $275
million senior note indebtedness will be exchanged pro rata for
$185 million in Weatherford stock. All outstanding equity
securities held by the Company's equity security holders would be
exchanged for $10 million in Weatherford stock that would be
shared pro rata based on share ownership. The value of the
Weatherford common stock would be fixed as of the date of the
consummation of the acquisition and will be based on an average
closing sale price calculation over a 10 trading-day
period preceding the date of consummation.

The Plan has been agreed to by the holders of approximately $225
million (82%) of the outstanding principal amount of the
Company's senior notes and more than 50% of the Company's common

Dailey Energy Services, Inc. ("DES"); Dailey International Sales
Corp. ("DIS"); Colombia Petroleum Services Corp. ("CPS");
International Petroleum Services, Inc. ("IPS"); Dailey
Environmental Remediation Technologies, Inc. ("DERT"); Dailey
Worldwide Services Corp. ("DWS"); Air Drilling International,
Inc. ("ADI"); Air Drilling Services, Inc. ("ADS") (collectively,
the "Debtor Subsidiaries"); and Dailey International Inc.
("Dailey International" and, together with the Debtor
Subsidiaries, the "Debtors") as debtors and debtors-in-
possession, propose a Joint Plan of Reorganization (the "Plan").

DANA PERFUMES: Case Summary & 20 Largest Unsecured Creditors
Debtor:  Dana Perfumes Corp.
         Three Landmark Square, Fifth Floor
         Stamford, CT

Affiliates filing for bankruptcy:
1. Renaissance Cosmetics, Inc.
2. RCI China, Inc.
3. Cosmar Corporation
4. Great American Cosmetics, Inc.
5. Houbigant (1995) Limited
6. MEM Company, Inc.
7. Renaissance International Export, Inc.
8. Tinkerbell, Inc.

Court: District of Delaware

Case No.: 99-2137    Filed: 06/02/99    Chapter: 11

Debtor's Counsel:  
William H. Sudel Jr.
Morris, Nichols, Arsht & Tunnelt                  
1201 North Market Street
Wilmington, Delaware                 
20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
General Electric Capital
Corporation                       Bank Loan     $65 million
Houbigant, Inc.           Licensing contract  In excess of $1                                                                
MTV Networks                     Trade debt         $554,965
H.M. Customs & Excise                               $502,753
FN Burt Co. Inc.                 Trade Debt         $381,249
Lotas, Minard                    Trade debt         $310,497
Heinz Glas USA, Inc              Trade debt         $273,770
Partners & Shevack Inc.          Trade debt         $255,294
Seventeen Magazine               Trade debt         $252,703
Queens Group Inc.                Trade debt         $228,868
Haas Packaging & Design          Trade debt         $220,972
Allplax, Inc.                    Trade debt         $218,496
Worldwide Axcess                 Trade debt         $202,042
Rapid Industrial                 Trade debt         $188,685
Plastics Co.
Trans World Marketing            Trade debt         $188,523
Al Group Wheaton                 Trade debt         $182,211
Dimayo Packaging                 Trade Debt         $180,706
P.E.L. Associates                Trade Debt         $178,754
Hartford Insurance   Workers' Compensation          $177,874
Saatchi & Saatchi                     Lease         $176,149

EQUALNET: Subsidiary To Merge/Change Name
On MAY 26, 1999, Equalnet Communications Corp., announced that it
had raised the capital necessary to consummate the bankruptcy
plan of reorganization of its wholly owned subsidiary, EqualNet
Corporation. The total amount, $3.25 million, was raised from
both existing Equalnet investors and certain investment funds
managed by HW Partners, an institutional investment management
firm based in Dallas, Texas, managed by Barrett Wissman. The
subsidiary's plan of reorganization, which calls for
the distribution of $1.35 million in cash and 3 million shares of
Equalnet common stock to a trust for the benefit of unsecured
creditors of EqualNet Corporation, was scheduled to be
consummated by May 28, 1999.

In connection with the investment of the HW Partners' managed
funds in Equalnet, Equalnet's board of directors approved a
definitive stock for stock merger agreement with e.Volve
Technology Group, Inc., a private company.  Under the terms of
the proposed merger agreement, shareholders of Equalnet will
receive approximately 45 percent of the consolidated common
stock, on a fully diluted basis, of the combined company. In
addition, Equalnet will assume $7.65 million of e.Volve
indebtedness that will be convertible into 5 percent of
theconsolidated company's total common equity.

The closing of the transaction is subject to various conditions,
including satisfactory completion of due diligence by e.Volve and
the approval of two thirds of the shareholders of Equalnet.
Equalnet shareholders representing approximately 60 percent of
those expected to be eligible to vote on the merger have agreed
to vote in favor of the transaction. It is anticipated
that the merger will close in the fourth calendar quarter of

e.Volve is an emerging facilities-based communications company
building an international IP (Internet Protocol) and ATM
(Asynchronous Transfer Mode) network capable of compressing
voice, video, and data transmissions at rates of up to 8 times
greater than more conventional methods. e.Volve's
technology focuses on Internet telephony and the convergence of
the transmission of voice, video and data over the public
Internet and private Intranets. In its most recently completed
quarter, ended March 31, 1999, e.Volve reported revenue of
approximately $8 million and EBITDA of approximately $476,000.
For the ten months ended March 31, 1999, e.Volve generated
revenues in excess of $21.1 million, a tenfold increase from $2.1
million for the year ended May 31, 1998.

Upon consummation of the merger, the surviving company will
operate under the e.Volve name. Mitchell H. Bodian and Barrett
Wissman, a managing director of HW Partners, will serve as co-
CEOs of Equalnet. Mr. Wissman, who is also a member of the board
of directors of e.Volve, has extensive expertise in capitalizing
and operating emerging technology and communications companies.
His experience focuses specifically on the convergence of
integrated voice, video and data transmission over IP/ATM
networks. Mr. Wissman is currently a director of IBS Interactive,
a leading Internet consulting and hosting company, and Axistel
International, an international facilities-based
telecommunications company specializing in the deployment of
next-generation convergent technologies.  Additionally, Fred
Vierra has agreed to serve as chairman of the board of e.Volve
upon consummation of the merger with Equalnet. Mr. Vierra served
as CEO of Tele-Communications International, Inc., the
international arm of Tele-Communications, Inc. (TCI). He also
served as vice chairman of the board of directors of TCI until
November 1998, when TCI was acquired by AT&T.  Prior to joining
TCI, Mr. Vierra was president and chief operating officer of
United Artists Entertainment Company, where he was in charge of
all day-to-day operations and ongoing strategies for
the corporation. Mr. Vierra has served on the boards of Turner
Broadcasting, Discovery Channel, and Telewest PLC.  Currently,
Mr. Vierra is on the boards of WLL International, Flextech PLC,
Formus Communications, Inc., Jones International Networks, LTD
and AboveNet Communications Inc.

Equalnet also announced today the results of its third quarter
and nine-month period ended March 31, 1999. Revenues for the
three-month period ended March 31, 1999 increased 62.1 percent to
$9.3 million, compared to fiscal 1998 third quarter revenues of
$5.8 million.  Revenues for the nine-month period ended March 31,
1999 increased 23.2 percent to $25.4 million compared to $20.6
million for the same period in the previous fiscal year. The
company reported a net loss of $19.2 million for the
nine-month period ended March 31, 1999, compared to $8.5 million
for the same period the prior fiscal year.

HARNISCHFEGER: Former CEO Sold Shares Before Bankruptcy Filing
Jeffery Grade, who was replaced as chairman and CEO of
Harnischfeger Industries two weeks ago, sold shares of the
company before it announced its chapter 11 filing, according to
Reuters. Grade sold more than 15,000 shares on June 1 for gross
proceeds of more than $100,000, according to his Securities &
Exchange Commission filing. Grade acquired the shares last
October as "compensation." On May 25, the company's board
announced that it was replacing Grade and that he and CFO Francis
Corby Jr. were to relinquish their posts as directors. (ABI 06-

HARNISCHFEGER: Taylor Continued To Sell Company As Stock Fell
Thomas Taylor and Trinity I Fund L.P. cut its stake in
Harnischfeger Industries (HPH) from 8.0% to 6.7% as the
construction equipment company stumbled into bankruptcy,
according to an amended Schedule 13D filed yesterday after market
close with the SEC.

The Taylor group, affiliated with the Dallas-based Bass family,
reported selling 629,200 shares of Harnischfeger common stock
between May 26 and June 8 at prices ranging from $8.06 to $1.13 a

Notably, the shareholder group sold 166,000 shares on June 8 for
$1.13 apiece. The Taylor group continued to hold 3,204,950 shares
after the recent spate of stock sales.  As reported, St. Francis,
Wis.-based Harnischfeger filed for Chapter 11 bankruptcy-court
protection on June 7.  NewsTraders Inc. Wednesday, June 09, 1999

HOMELAND HOLDING: Annual Meeting Last Day In June
Proxy statements were mailed out on or about June 2, 1999
advising stockholders of the 1999 annual meeting of Homeland
Holding Corporation to be held at the Hilton Hill Northwest, 2945
N.W. Expressway,Oklahoma City, Oklahoma, on Wednesday, June 30,
1999, at 8:00 a.m., Oklahoma City, Oklahoma time.

At the annual meeting, the stockholders will consider two
matters: (1) the election of directors of the company; and (2) a
proposal to ratify PricewaterhouseCoopers LLP as the independent
auditors to the company for fiscal year 1999. The record date for
determining stockholders entitled to notice of, and to vote at,
the annual meeting was established to be as of the close of
business on May 20, 1999.

Full text of the proxy statement may be had by accessing  
the Internet, free of charge.

KING WEI: Involuntary Petition Filed
An Involuntary Chapter 7 Petition was filed in the United States
Bankruptcy Court District of Delaware against King Wei
International LLC, c/o Corporate Agents, Inc., 1013 Centre Road,
Wilmington, Delaware 19805.  The petition was filed by Pacific
Financial Enterprises Corp., listing an unsecured debt of
$800,000 and represented by The Bayard Firm.

LOEHMANN'S: Court Approves $75 Million DIP Financing
Loehmann's, Inc.(OTC:LOEHQ) announced that on June 7, 1999 the
Bankruptcy Court for the District of Delaware gave final approval
to its $75,000,000 Debtor-In-Possession (DIP) credit facility
with Congress Financial Corporation.

As previously reported, Loehmann's filed for Chapter 11
bankruptcy relief on May 18, 1999. On May 19, 1999, the
Bankruptcy Court granted Loehmann's request to borrow, on an
interim basis, $20 million under the Congress DIP credit

Following the news that the DIP financing had received the
court's final approval, Mr. Robert Friedman, Chairman and Chief
Executive Officer of Loehmann's, remarked, "We are very pleased
with the progress being made in the bankruptcy case. With the
credit facility now fully in place, Loehmann's will be able to
work with its trade creditors and factors to restore a normal
flow of merchandise."

Loehmann's Inc. is a leading specialty retailer of well known
designer and brand name women's fashion apparel, accessories and
shoes at prices that are typically 30% to 65% below department
store prices.  Loehmann's operates 69 stores in major
metropolitan markets located in 22 states.

LOEWEN: Taps Wasserstein Perella As Financial Advisors
The Debtors seek the Court's authority to employ Wasserstein
Perella & Co., Inc., as their financial advisors in their chapter
11 cases.   The Debtors anticipate that Wasserstein will render
financial advisory and related services to the Debtors as needed
throughout the course of their chapter 11 cases.  In particular,
the Debtors anticipate that Wasserstein will:

(a) provide general financial advice to the Debtors with respect
to their business operations, properties, financial condition and
restructuring prospects;

(b) advise and assist the Debtors in assessing the value of
certain assets and business units;

(c) advise and assist the Debtors in developing, identifying and
evaluating any potential transactions involving the sale of some
or all of the Debtors' assets;

(d) advise and assist the Debtors in developing, identifying and
evaluating any proposed restructuring transactions;

(e) advise and assist the Debtors in connection with the
formulation, negotiation, preparation and confirmation of a plan
or plans of reorganization in these cases, including by:

(i) developing and evaluating a new capital structure for the

(ii) evaluating the Debtors' debt capacity and

(iii) developing and valuing any new securities to be issued
under a plan of reorganization;

(f) advise and assist the Debtors in negotiating, analyzing and

(i) any debtor in possession financing facilities or amendments

(ii) any exit financing facilities required in connection with
the implementation of a plan of reorganization or

(iii) other financing transactions;

(g) provide expert testimony, as needed, in connection with
hearings relating to matters for which Wasserstein has advised
the Debtors, including any hearing on the confirmation of a plan
of reorganization; and

(h) provide other financial advisory and related services in
these chapter 11 cases, as described in the Engagement Letter or
requested by the Debtors.

Wasserstein proposes a monthly advisory fee of $200,000 for each
of the first two months of Wasserstein's engagement and $150,000
for each month thereafter and a Restructuring Fee equal to 0.35%
of the sum of the aggregate principal amount of TLGI's funded
indebtedness, the liquidation preference of the TLGI's preferred
stock and the face value of other debt obligations
(including covenants not to compete) restructured in such
Restructuring, net of the proceeds from any Sale; and certain
transaction fee.

The aggregate amount of all Restructuring Transaction Fees
and Sale Transaction Fees is capped at a maximum of $8,500,000;
and certain indemnity provisions. (Loewen Bankruptcy News Issue
4; Bankruptcy Creditors' Service)

MOBILMEDIA CORP: April Financial Figures Show Continuing Losses
On June 1, 1999, MobileMedia Corporation, MobileMedia
Communications, Inc. and their subsidiaries filed with the
United States Bankruptcy Court for the District of Delaware their
monthly operating report for the month ended April 30, 1999.  On
revenues of $34.4 million for the month net loss was $3.1
million.  During the prior month ending March 31, 1999 the
company reported a loss of $633 thousand on similar revenues of
$33.8 million.

As previously reported, on August 20, 1998, Arch Communications
Group, Inc. and the Debtors announced a definitive merger
agreement for Arch to acquire the Debtors.  That transaction
formed the basis of MobilMedia's Amended Plan of Reorganization
confirmed by the Bankruptcy Court on April 12, 1999.   The
transactions contemplated by the Amended Plan were completed last

PAYLESS CASHWAYS: Will Freeze Pension Plan
Kansas City-based Payless Cashways Inc. has announced it will
freeze its pension plan and eliminate some benefits for employees
who retire on or after Dec. 1, according to The Kansas City Star.
The company, which emerged from chapter 11 protection in December
1997, said that this change is "essential" to survival in an
increasingly competitive marketplace. Payless' expense for
employee benefits is currently more than 36 percent of its total
payroll, or about $85 million per year. CEO Millard Barron wrote
in a May 29 letter to employees that this was a "significant cost
that we must reduce if we expect to be truly competitive in the
marketplace." Payless is also looking to cut costs by talking
with existing and potential lenders about a new long-term
financing package and is exploring the area for a corporate
headquarters with lower leasing and parking costs. (ABI 06-09-99)

PITTSBURGH PENGUINS: Judge To Rule on Landlord
Bankruptcy Judge Bernard Markovitz listened to five hours of
discussion Monday on whether SMG, the arena management company
that runs the Civic Arena where the Pittsburgh Penguins
play, is a major player in the team's bankruptcy case, according
to a newswire report. The team wants him to rule that the $24
million that SMG gave to Howard Baldwin in 1991 so that he
could buy the team was a loan, and not a payment made in exchange
for a long-term lease at the Civic Arena. If the judge rules that
the agreement is not a lease but a financing tool for Baldwin,
then the team, Mario Lemieux's group or any other successful
buyer can enter into a direct relationship with the Auditorium
Authority, Penguins Vice President and General Counsel
Gregory Cribbs said. SMG's attorney presented numerous documents
to prove that the 1991 agreement was a firm lease, and he said
that the team has always characterized its agreement
with SMG as a lease. If a new buyer of the team negotiates
directly with the Auditorium Authority rather than using SMG as a
middle man, the team's rent is expected to be much less
than the $6 to $7 million the team is paying now. The Penguins
also could get revenue that now goes to SMG, such as that from
parking, food and drink concessions, advertising and tickets.(ABI

RENAISSANCE COSMETICS:Case Summary & 20 Largest Creditors
Debtor:  Renaissance Cosmetics Inc.
         Three Landmark Square, Fifth Floor
         Stamford, CT
Court: District of Delaware

Case No.: 99-2136    Filed: 06/02/99    Chapter: 11

Debtor's Counsel:  

William H. Sudel Jr.
Morris, Nichols, Arsht & Tunnelt                  
1201 North Market Street
Wilmington, Delaware                 

20 Largest Unsecured Creditors:
   Name                              Nature         Amount
   ----                              ------         ------
United States                    11 3/4% Senior     $200 M
Trust Company of NY              Notes due 2003   
General Electric                  Bank loan     $65 million
Capital Corporation            

Houbigant, Inc.              Licensing Contract  In excess of                                                          

Information Resources Inc.          Trade debt      $501,919
Paul, Weiss, Rifkind,
Wharton & Garrison                  Trade debt      $420,792
Deloitte & Touche                   Trade debt      $378,875
Wasserstein, Perella & Company      Trade debt      $319,645
Lisa Yarnell                                        $253,275
Arthur Andersen                     Trade debt      $233,271
Larry H. Pallini                    Trade Debt      $233,333
Gay Mayer                    Employee benefits      $208,333
Cordiant Holdings Inc.                   Lease      $205,046
Brownstein, Hyatt,
Farber & Strickland                 Trade debt      $186,890
Cowan, Liebowitz & Latman, PC       Trade debt      $186,889
Request Media, Inc.                 Trade debt      $116,351
AICCO                       Insurance premiums      $113,643
Addmark Products Inc.               Trade debt       $94,000
Thomas Bonoma                Employee benefits       $93,750
Hargord Insurance Co.            Workers' comp       $90,028
Marc Rovner                  Employee benefits       $54,261

RESI ACQUISITION: Case Summary & 20 Largest Creditors
Debtor:  RESI Acquisition Corporation
         100 King St. W.
         LCD 1
         Hamilton, Ontario

Court: District of Delaware

Case No.: 99-2170    Filed: 06/04/99    Chapter: 11

Debtor's Counsel:  
Gregg M. Galardi
Skadden Arps Slade Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801

Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Century Business            Promissory Note      $4.5 Million

Bankers Trust
Company, Agents            Deficiency Claim
                        Under Credit Agreement    Undetermined

TEXFI INDUSTRIES: 1999 Survival With Forbearance Agreement
Texfi Industries, Inc. was incorporated in Delaware in 1963.  The
company manufactures and markets a diverse line of textile
products from a variety of raw materials, including natural and
synthetic materials. It manufactures woven finished fabrics for
the apparel and home furnishings markets.

Net sales from continuing operations for 1998 decreased to $143.6
million from $207.4 million for the year 1997, a decrease of
$63.8 million or 30.8%. Losses for these respective years were
$13.6 million in 1999, $3.2 million in 1997.   At the end of the
1999 first fiscal quarter, the company was in violation of the
August 28, 1998 credit and term loan facility's debt service
coverage ratio, minimum capital funds requirement, and
non-payment of certain real property taxes and equipment
operating leases. On February 25, 1999, the company entered into
a forbearance agreement which provided that during the
forbearance period defined as February 25 through May 28, 1999,
the credit facility lenders would not, solely by reason of the
defaults noted, exercise any right or remedy available upon
default other than those expressly set forth in the forbearance
agreement. The forbearance agreement revised the borrowing base
definition to include a reserve for certain real property taxes,  
replaced the debt service coverage ratio and minimum capital
funds requirement with an EBITDA financial requirement, and
expanded periodic reporting requirements.  The forbearance
agreement was conditioned on the deferral of interest and
principal payments due by the company on any of its subordinated
debentures and the receipt of $1.5 million in cash, representing
the net proceeds of a subordinated loan made by Moore Assets
International Limited, a company organized under the
International Business Companies Act of the Commonwealth of the
Bahamas. In addition, the forbearance agreement required that the
net proceeds from the MAI subordinated loan be applied to
the revolving credit line and the company is prohibited from
payment of interest or principal on the MAI subordinated loan.  

TOLLYCRAFT YACHT: Uphill Struggle But Company Remains Optimistic
As previously reported in this Reporter, Tollycraft Yacht
recorded zero income for the first quarter against a backdrop of
$453,800 in losses (made up entirely of general and
administrative costs of $205,142 and interest expense of
$248,658).  The management of the company states it
is continuing efforts to raise funds in order to proceed with its
present business plan. Alternatives being considered to improve
the company's financial position include converting current debt
to equity through the issuance of preferred shares and the sale
of common shares to raise working capital.

As of March 31, 1999, the company's current assets equaled
$400,562.  In 1997, the company's internally generated cash flow
was not sufficient to finance its operations.  The cumulative
losses of the company continued to be financed through current
liabilities.  In 1998, the company converted substantially all of
its liabilities to preferred stock.  As of March 31, 1999,
current liabilities total $330,498.

Despite the company's past difficulties in making timely payments
to its creditors, the company says it does not expect any
difficulties in obtaining raw materials once production returns
to a regular level.

There were no significant capital expenditures for equipment
during the quarter ended March 31, 1999. However, in order to
begin production at regular capacity Tollycraft continues to be
in need of additional capital to build production tooling,
finance inventory and provide working capital. The company is
dependent on external sources of liquidity until projected
levels of production and improvements in direct costs and
production efficiencies are achieved which Tollycraft indicates
will return it to profitability and a positive cash flow.  A
material commitment for capital expenditures and working capital
is necessary to meet the projected sales and production goals.  
The expected source for a majority of the funds is from financing
provided by joint venture production partners for Mexico
manufacturing activities. There is no assurance, of course, that
the company can achieve the anticipated improvements in
operations on acceptable terms. Marketing efforts were to begin
again in the spring of 1999.  The new manufacturing facilities
are expected to be operational by early summer 1999 when the
company expects to once again begin manufacturing.  It appears
the months ahead may set the course for the next decade of
Tollycraft Yachts.

TRI-LITE: Common Shares Will Begin Trading Today
Shares of Tri-Lite Inc., an energy conservation company, began
trading Wednesday on the Over-the-Counter Bulletin Board under
the symbol NRGG.

The company, whose shares formerly traded on the American Stock
Exchange, filed a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code on Feb. 26, 1996 and its plan of reorganization
was approved Jan. 16, 1997. As is customary, its shares were
delisted by the exchange when it entered Chapter 11 proceedings.

The company presently has 4,928,948 common shares outstanding, of
which approximately 500,000 are available for public trading.

Tri-Lite reported an after-tax profit of $111,512, or a fully
diluted $0.03 per share, on revenues of $1,400,854 for the first
quarter ended March 31, 1999 versus an after-tax profit of
$132,500, or a fully-diluted $0.03 per share, on revenues of
$1,194,900 in the like year-ago quarter.

For the year ended Dec. 31, 1998, the company reported a loss of
$49,505, or a fully diluted loss of $0.01 per share, on revenues
of $4,450,019. This compares with a loss of $398,610, or $0.10
per share, on revenues of $5,084,837 in 1997 and a loss of
$4,212,688, or $0.70 per share, on revenues of $8,047,095 in

E. Maxwell Malone, chief executive officer, said he is "gratified
at the substantial improvement the company has made over the past
three years," and "I fully expect the trend will continue through
1999 and beyond."

The company's operations are comprised of two operating
subsidiaries, AIM Energy Inc. and Self-Powered Lighting Inc.

AIM Energy manufactures and markets approximately 25 versions of
its patented "Active Injection Mode Harmonic Conditioner" (AIM),
an electronic device which mitigates or cancels harmonic current
distortion.  In early 1992 harmonics (commonly described as a
form of electronic pollution) was first recognized as a serious
consequence resulting from efforts to combat global warming and
acid rain. Harmonic Current Distortion thus constitutes a major
threat to electrical wiring, transformers, computers and other
conduits and products that are electrically driven. Sales of
active harmonic mitigators in 1992 totaled zero dollars,
according to AIM President Ernest Dageford. He said sales
in 1998, for all active mitigators, were approximately $100

He said the industry, presently consisting of three manufacturing
companies based in the United States and about 20 to 25 others
throughout the world, is moving toward active filters as compared
with passive filters, adding that sales of active filters will
continue to rise rapidly into the billion dollar range early in
the new millennium. AIM manufactures active filters.

SPL is engaged in the manufacture and marketing of specialized
emergency and exit lighting fixtures. According to SPL President
Jack Katz, SPL's first quarter ended March 31, 1999 was the
"finest in its history." He said that orders from New York City,
its first from this city, recently had been received and that
relationships now in their early stages with major retailers and
users will be effective in the current calendar year.

SPL is the leading provider of emergency exit signs to the
commercial airline industry in the United States and, according
to Katz, expects to penetrate the European market in the near

TWA: Union Poised To Reject TWA Offer
Ground and flight personnel for Trans World Airlines
began voting Tuesday on a "last, best" contract offer they were
expected to reject, extending a stalemate that could disrupt
travel over the Fourth of July weekend.

About 16,000 mechanics, ramp workers, ticket agents and flight
attendants were also voting on whether to approve limited strikes
targeting key flights during the holiday weekend.

TWA officials warned such an action would be disastrous, even
threatening the airline's survival.

The different employee groups, all represented by the
International Association of Machinists and Aerospace Workers,
will each need to approve the contract provisions that pertain to
them before any pact can be ratified.

Flight attendants across the country began taking a strike vote
Tuesday, but they will mail in ballots on whether to approve the
company's contract offer.

Mechanics and ramp workers in Kansas City also cast ballots
Tuesday, with other votes scheduled nationwide later this week.
Their votes will be counted by the end of June.

If there's no contract in place by the Fourth of July weekend,
workers will select certain busy flights and refuse to hand out
tickets, clean the planes, or load baggage, said Sherry Cooper,
chairwoman of District 142 for the union.

Union leaders won't specify which flights, or even which cities,
they would target, but the airline's main hub in St. Louis would
probably be hit hardest. TWA accounts for about 70 percent of the
air traffic at Lambert Airport.

St. Louis officials were urging the workers to approve the offer,
with Mayor Clarence Harmon issuing a statement on Monday and the
city's Regional Commerce & Growth Association taking out a full-
page ad in the St. Louis Post-Dispatch on Tuesday.

Both gestures came after an industry expert, hired by TWA to
analyze the offer, concluded the airline had been pushed to the
brink of bankruptcy.

"For management to offer workers less than they deserve is
unfair," said Darryl Jenkins, executive director of the Aviation
Institute at George Washington University. "For the employees to
demand more than the company can afford is self-destructive."

Even the threat of a strike could turn away passengers, landing a
severe blow to a company that's already short on cash. That fact,
one analyst said, is why the union hasn't yet announced an
official strike date.

"Both sides know this company can't afford to strike," said Glenn
Engel of Goldman Sachs in New York.

The company, which hasn't turned a profit in 10 years, contends
the $350 million contract offer is the best it can do. According
to TWA, the pact would bring its workers to 90 percent of the
projected industry standard by summer 2001.

Although the two sides appear to have reached a stalemate, Engel
said there may be room for compromise if TWA agrees to give
workers a large cut if it turns a profit.

"Will the world end tomorrow if the company bends more? The
answer is no," Engel said. "But are TWA's costs already higher
than its peers? The answer is yes. Frankly they've bent more than
I thought they would."

UNDERWATER WORLD: Acquired by Local Businessman
Minneapolis entrepreneur and investor, Todd Peterson, has
purchased UnderWater World for an undisclosed amount.
UnderWater World, which opened at Mall of America in 1996, is one
of America's top aquariums, featuring the upper Midwest's largest
collection of sharks. Since opening, more than 2.8 million
visitors have toured the attraction, which features a 300-foot
glass tunnel from which visitors can view more than 350 species
of aquatic life in saltwater and freshwater displays.

UnderWater World was reorganized in bankruptcy in 1998. It
remained open throughout the bankruptcy and continued to develop
its exhibits. Peterson is confident that with the right mix of
marketing and enhancements, the aquarium will attract more of the
Mall's 43 million annual visitors and draw new enthusiasts from
around the world.

"This aquarium is a wonderful showpiece for the Mall and the
entire state of Minnesota," Peterson said. "The quantity and
variety of aquatic life is breathtaking. Anyone who visited in
1996 should return now and experience the vitality of a fully
developed underwater experience. There is dramatically more to
see today than three years ago."

Since first opening the aquarium has doubled the quantity of
animals on exhibit, including adding 27 sharks for a total of 44,
five sea turtles, a clever octopus and more than 100 seahorses.
UnderWater World also announced today the addition of nine new
Southern stingrays, which brings the aquarium's total to 12.

Peterson's immediate plans for UnderWater World include
increasing visibility of the aquarium to Mall visitors and
intensifying the tour experience. He also plans to fully book the
aquarium's unique meeting rooms and exhibit spaces for schools by
day and private parties in the evenings.

"To have this much sea life this far from any ocean is amazing,"
said Peterson, who is a certified diver and seaplane pilot.
"Standing in the glass tunnel with sharks, rays, turtles and eels
cruising within inches on all sides of you is a virtual diving
experience. But, of course, with us you stay warm and dry, the
sharks don't bite and you're not thousands of miles from home."

Peterson is joined by a small group of local investors, including
his brother-in-law, Rod Burwell. Peterson is the largest investor
and will assume the position of chief executive officer of
UnderWater World. He plans to hire a general manager to handle
day-to-day operations.

Peterson's purchase of UnderWater World comes two years after he
sold Chippewa Springs, a company he bought in 1992. When he
purchased Chippewa Springs, the company was a "tired" Wisconsin
water company with $2.5 million in revenues. Five years later,
when Peterson sold the company, annual revenues stood at $15

UnderWater World at Mall of America, originally built for
approximately $25 million, was designed by New Zealand ocean
explorer Kelly Tarlton, using his trademark glass tunnel that
revolutionized the traditional aquarium experience.

UnderWater World is located at the Mall of America's east
entrance under the rotunda, between Bloomingdale's and Sears
department stores. UnderWater World's summer hours (June 1-Sept.
5) are 9:30 a.m. to 9 p.m. Monday through Saturday; and 10 a.m.
to 7 p.m. on Sunday. Admission prices are $9.95 for adults; $7.95
for seniors; $5.95 for children 3 to 12 and free to children
under age 3. Further information is available on the Internet at

UNITED COMPANIES: Completes Sale Of Lending Platform
United Companies Financial Corporation has announced that it has
completed the sale of a substantial portion of the company's
retail lending platform,UC Lending(R), to Aegis Mortgage
Corporation, a mortgage company based in Houston, Texas.  United
previously announced on May 12, 1999 that the Bankruptcy Court in
which its reorganization proceedings are pending had approved the

Under the terms of the sale, Aegis paid $3 million plus an
additional $7.3 million to cover the May, 1999 operating expenses
relating to 127 branch offices and related retail lending assets.
Aegis also assumed the post-closing obligations under the leases
to the 127 branch offices and under the equipment leases, auto
leases and other contracts and agreements associated with
operating these branch offices and the Baton Rouge home
office facilities of the retail lending platform.  In addition,
Aegis purchased all of the loans closed by UC Lending(R) during
the month of May. United Companies confirmed that the remaining
28 branches have been closed.

United now expects to focus on its $6.4 billion servicing
portfolio.  The company is among the largest servicers in the
subprime industry and has a long history of handling this type
specialized loans.

Separately, United indicated that it has been advised that its
common stock is now being quoted in the "over the counter" market
under the stock symbol "UCFNQ" and the company's preferred stock
is now being quoted in that market under the symbol "UCFPQ".

United Companies is a specialty finance company that services
non-traditional consumer loan products.  The company has been in
a Chapter 11 reorganization since March 1, 1999.

WEATHERVANE STORES: Climb Back From Bankruptcy
Worcester Telegram & Gazette reports on May 26, 1999 that the  
Weathervane chain of women's apparel stores has emerged from
bankruptcy with an infusion of money, a new vision and plans to
expand the 51- store chain with 30 more stores over the next
three years.

The chain, with headquarters in New Britain, Conn., has stores in
11 states. As part of its remake, the Weathervane will shift its
focus to the teen and college-age retail market, the company

Weathervane Retail Corp. said it has received a capital infusion
of $5.5 million from GB Equity Partners, a partnership of Gordon
Brothers Group LLC and Berkshire Partners LLC, both of Boston.

The capital, the company said, will help it pursue its growth
strategy after its emergence from Chapter 11 bankruptcy
protection. The company's plan for reorganization was approved in
February and earlier this month was modified  with the approval
of U.S. Bankruptcy Court in Worcester.

Weathervane's emergence from bankruptcy comes almost a year-and-a
half after it filed for protection against creditors under
Chapter 11 of the U.S. Bankruptcy Code. The filing was made by
D&L Venture Corp. of New Britain, Conn., the holding company, and
its two subsidiaries, The Weathervane Retail Corp. and D&L Stores
Corp., both of New Britain. All are privately held companies.

Under the reorganization plan unsecured creditors will get a 17
percent payment up front and 4 percent for two years thereafter
for a total 25 percent recovery of their claims. Unsecured claims
totaled $4.2 million but the amount is expected to be somewhat
less after debtors' objections to some of the claims
have been resolved, said Kevin C. McGee, a lawyer with the
Worcester law firm of Seder & Chandler, which is representing the
unsecured creditors.

As part of its financial reorganization, the company said it
successfully shifted its merchandising strategy to target teens
and college women, a departure from the chain's past focus on
women ages 25 to 45.

"Weathervane has been completely reinvented," said Chief
Executive Officer Larry Davidson. "Our private label business,
which accounts for the majority of our inventory, has really
taken off. Teens now see us as more than just a store  - we have
become a fashion-forward yet affordable brand."

In Massachusetts, the Weathervane has stores in most major malls
including, in this area, Auburn Mall, Greendale Mall in
Worcester, Solomon Pond Mall on the Marlboro-Berlin line, and
Searstown Mall in Leominster.

It also has stores in Vermont, New Hampshire, Maine, Rhode
Island, Connecticut, New York, New Jersey, Pennsylvania, Ohio and
Maryland. The company plans to refurbish 30 of its stores and
open 30 new sites during the next three years.

WESTMORELAND COAL: Management Wins Out, Their Nominees Elected
Westmoreland Coal Company recently reported that it had received
certified  results of the  recent  proxy contest in  connection  
with the election of common and  preferred  directors.  
Management's two slates of nominees were reelected by a
substantial margin.

The elections took place at a special meeting of shareholders
convened on May 12, 1999, as provided for in a settlement  
agreement  related to the company's emergence from Chapter 11 in
January. Representatives of an equity committee had demanded that
a shareholders meeting be held on an expedited basis following
the company's dismissal from bankruptcy. Certain of the equity
committee's members then formed a dissident group to
challenge the existing management and directors and  nominated  
themselves and four others for election to the Board.  Over the
course of the last year the dissidents had advocated a complete  
or partial liquidation of the company in the hope of making  
distributions to at least some shareholders  if retiree  health  
benefit  obligations  could be terminated  or limited.  
Westmoreland's management and Board advocated continued operation
of the business and renewed efforts to grow the 145 year old
company in an attempt to both continue providing retiree benefits
to thousands of former employees and their dependents and to
deliver value to shareholders.

Common shareholders voted for the election  of five  directors.  
Because the company had missed more than six preferred  dividend  
payments in the course of restructuring since 1992,  preferred  
shareholders were entitled to vote for the election of two
directors.  Results show that management nominees for the common
director seats received approximately 19% more votes than the
dissident nominees and approximately 24% more for the preferred
seats. Tabulation and certification of the voting results  were  
performed by CT  Corporation System,  an independent inspector of
election located in Wilmington, Delaware.

WILLCOX & GIBBS: Trade Claims To Receive Payment Under Plan
On April 20, 1999, Willcox & Gibbs Inc. and twelve of its  
subsidiaries each filed voluntary petitions for protection and
reorganization under chapter 11 of the Bankruptcy Code in the
District of Delaware.  The petition for relief under Chapter 11
is seeking to implement a financial restructuring that had been
prenegotiated with an informal committee of holders of its 12
1/4% Senior notes.  Earlier the company had reported a
net loss for the year 1998 of $30.0 million  compared to a net
loss of $4.8 million in 1997.

Willcox & Gibbs indicates that, if approved, the plan of  
reorganization provides for payment in full in cash of all pre-
petition trade claims. In addition, the company will continue
during the Chapter 11 case to pay trade creditors all post-
petition  obligations  as they come due.

Implementation of the restructuring is subject to consummation of
the Chapter 11 plan, which requires, among other things,
arranging a new credit facility to be available upon emergence  
from Chapter 11 and Bankruptcy  Court approval of the plan.  In
connection with the bankruptcy filing, the company agreed to a
$23 million debtor-in-possession revolving credit facility with
The CIT Group/Business Credit, Inc. and a DIP term loan of $7.5
million  provided on a subordinated basis by certain other

Willcox & Gibbs is a holding company, the only assets of which
are the stock of its subsidiaries.  All of the operations of the
company are conducted through its direct and indirect wholly  
owned subsidiaries.  Accordingly, the company's ability to
service its indebtedness and meet its other obligations are
dependent upon earnings and cash flow of its subsidiaries and the
payment of funds by those subsidiaries to the company in the form
of loans, dividends or otherwise.  In addition, the ability of
the company's  subsidiaries  to pay dividends, repay intercompany
liabilities or make other advances to the company is subject to  
restrictions  imposed by corporate law and certain United States,
state and foreign tax considerations.  Several of the company's
subsidiaries are incorporated outside the United States. The
company was organized in 1994 by  members  of the  company's
current  management  and certain  other investors to acquire the
sewn  products replacement parts, supply and ancillary equipment
distribution businesses of the company's predecessor, which
occurred on July 13, 1994.


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, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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